1. Acceptance of Terms
The following Terms & Conditions apply to the Waltonen Group of Companies listed above. By accepting a Waltonen Group Purchase Order, the Supplier (“Seller”) commits to full compliance with these Terms and Conditions. Any deviations must be approved in writing.
2. Flow Down Requirements
The Seller shall flow down all applicable requirements to sub-tier suppliers, including but not limited to:
- AS9100D requirements
- ITAR/EAR export regulations
- Counterfeit part prevention protocols
- Key characteristics and critical items
- Right of access for Waltonen Group, its customers, and regulatory authorities
- Record retention, ethical behavior expectations, and nonconformance management
3. Compliance with Laws and Standards
The Seller shall comply with all applicable:
- Federal, state, and local laws
- ITAR/EAR regulations
- Environmental regulations, including the Climate Control Act
- Labor and anti-bribery laws
- Conflict minerals and human trafficking provisions
4. Quality Management System (QMS)
The Seller shall establish, implement, and maintain a QMS aligned with AS9100D or equivalent standards. Waltonen Group reserves the right to audit the Seller’s QMS. Sellers must:
- Provide Certificates of Conformance (CoC) with each shipment
- Notify Waltonen Group of any major changes to their QMS
- Support corrective actions upon request
5. Counterfeit Parts Prevention
Sellers shall implement a counterfeit parts prevention and control program that includes:
- Verification of authorized sources
- Chain-of-custody documentation
- Serialized part traceability where applicable
- Immediate notification to Waltonen Group of suspected counterfeit parts
6. Delivery and Timeliness
The Seller must deliver goods/services in accordance with PO requirements. Early or late deliveries require prior written authorization. If delays are expected, the Seller must:
- Notify Waltonen Group immediately
- Provide a recovery plan and revised delivery schedule
7. Packaging and Shipping
Packaging must ensure the safe arrival of goods and conform to transportation and environmental standards. All shipments must include:
- PO number and line item
- Part number and description
- Quantity
- Inspection documentation if required
8. Inspection and Nonconforming Outputs
All goods/services are subject to inspection and verification. Waltonen Group reserves the right to perform source inspections. Sellers shall:
- Notify Waltonen Group of any nonconforming product within 24 hours
- Obtain disposition approval before shipping or using nonconforming items
- Support root cause analysis and corrective action implementation
9. Right of Access
Waltonen Group, its customers, and regulatory authorities have the right to access all facilities and records related to Waltonen Group POs at any level of the supply chain.
10. Record Retention
Sellers shall retain all records related to Waltonen Group POs for a minimum of ten (10) years or longer if specified by applicable regulations. Records must be made available upon request.
11. Confidentiality
All proprietary, technical, and business information provided by Waltonen Group shall remain confidential and shall not be disclosed to third parties without prior written consent.
12. Supplier Awareness
The Seller shall ensure personnel involved in fulfilling Waltonen Group POs understand:
- Their role in product/service conformity
- The importance of product safety
- The importance of ethical behavior
13. ITAR/EAR Compliance
If applicable, the Seller must:
- Maintain current ITAR/EAR registration
- Safeguard all export-controlled data
- Ensure only authorized, trained personnel handle such data
14. Payment Terms
Waltonen Group will issue payment within sixty (60) days of an approved invoice, contingent on acceptance of goods/services.
15. Warranty
The Seller warrants all goods/services will:
- Conform to applicable specifications and requirements
- Be free from defects in materials and workmanship for one (1) year after acceptance
16. Termination for Convenience
Waltonen Group may cancel all or part of a PO at any time. Seller shall be compensated only for work performed and documented costs incurred through the termination date. Anticipatory profits are excluded.
17. Indemnification
The Seller shall indemnify, defend, and hold harmless Waltonen Group against all claims, damages, or costs arising from:
- Breach of these Terms
- Non-compliance with applicable laws and regulations
- Negligent or wrongful acts
- Intellectual property violations
18. Property and Tooling
All tooling, materials, and equipment provided by Waltonen Group shall:
- Remain the property of Waltonen Group
- Be maintained in good condition
- Be returned upon request or order completion
- Be clearly labeled and segregated
19. No Substitution Without Approval
The Seller shall not substitute materials, processes, or parts without prior written approval from Waltonen Group.
20. Insurance Requirements
The Seller shall maintain:
- General liability
- Workers’ compensation
- Product liability insurance
And provide proof of coverage upon request.
21. Cybersecurity (if applicable)
If handling Controlled Unclassified Information (CUI), the Seller must implement NIST SP 800-171 controls and/or comply with CMMC Level 2 cybersecurity standards.
22. Force Majeure
Neither party shall be liable for delays or failures due to events beyond their reasonable control (e.g., natural disasters, war, labor strikes), provided prompt written notice is given.
23. Governing Law and Disputes
These Terms shall be governed by the laws of the State of Michigan. Any disputes will be resolved by courts located in Macomb County, MI or the U.S. District Court for the Eastern District of Michigan. Each party waives objections to jurisdiction and venue.
24. Publicity and Marketing
The Seller shall not release or publish any press release, advertisement, or public announcement related to the contract without Waltonen Group’s prior written approval.
25. Export Compliance
The Seller shall ensure that no controlled items, technology, or data are exported without proper U.S. government authorization and classification. Sellers shall complete export commodity classification worksheets if requested.
26. Conflict Minerals and Environmental Compliance
The Seller must comply with Dodd-Frank Section 1502 and maintain a responsible minerals sourcing policy. Seller shall also comply with all applicable environmental laws, including those governing hazardous substances, labeling, and material disclosure.
27. Intellectual Property Rights
For design work, the Seller agrees that all intellectual property created during the project shall be owned by Waltonen Group. The Seller shall:
- Assign all rights, titles, and interests in the intellectual property to Waltonen Group
- Ensure proper protection and confidentiality of the intellectual property
- Not use or disclose the intellectual property without Waltonen Group’s prior written consent
28. Change Management
For build work and T&M work, any changes to scope, specifications, or timelines must be managed through a formal change management process. The Seller shall:
- Submit change requests in writing
- Assess the impact of changes on cost, schedule, and quality
- Obtain written approval from Waltonen Group before implementing changes
29. Liability and Risk Management
The Seller’s liability for damages, defects, or delays shall be limited to the value of the PO. The Seller shall:
- Maintain appropriate insurance coverage
- Indemnify Waltonen Group against claims arising from the Seller’s actions
- Allocate risks as specified in the PO
30. Performance Metrics and Penalties
The Seller shall meet defined performance metrics and quality standards. Failure to meet these metrics may result in penalties, including liquidated damages for delays or non-conformances.
31. Confidentiality and Data Security
The Seller shall protect all sensitive data and maintain confidentiality. If handling Controlled Unclassified Information (CUI), the Seller must implement NIST SP 800-171 controls and/or comply with CMMC Level 2 cybersecurity standards.
32. Dispute Resolution
Any disputes arising from these Terms shall first be addressed through mediation and arbitration before resorting to litigation. Jurisdiction and venue shall be as specified in Section 23.
33. Termination Clauses
Waltonen Group may terminate the PO for cause if the Seller fails to comply with these Terms. Termination for convenience shall be compensated as specified in Section 16.
34. Compliance and Audits
Waltonen Group reserves the right to conduct compliance audits on the Seller’s processes and systems. The Seller shall maintain detailed documentation and records to support audits.
35. Force Majeure (Reiterated)
Events qualifying as force majeure include natural disasters, war, labor strikes, and other unforeseen events beyond reasonable control. The Seller must:
- Notify Waltonen Group promptly
- Take steps to mitigate impacts
36. Environmental and Safety Standards
The Seller shall comply with all applicable environmental regulations and safety standards. This includes:
- Proper handling of hazardous substances
- Adherence to safety protocols
37. Severability
If any provision in this document is held to be invalid or unenforceable, the remaining provisions will continue in full force and effect.