Terms and Conditions

MPTC 161 Rev New 6-28-16
Terms and Conditions
MPTC 161

All MILLING PRECISION TOOL, CORP. Purchase orders that reference this document requires the  supplier to comply with all Standard Clauses in this document. When the purchase order notes Special Clauses, the standard clauses apply as well as those Special clauses specifically noted on purchase order.

In the event there are conflicts between this document, the purchase order, or the engineering requirements, or in the event the supplier needs assistance with interpretation of the requirements, supplier shall contact MILLING PRECISION TOOL, CORP. for resolution of the problem.



    Acceptance of the terms of this order by acknowledgment, performance, or shipment shall be unqualified and unconditional and none of the provisions contained in this purchase order may be added to, modified, superseded, or otherwise altered except by a written instrument signed by an authorized representative of MILLING PRECISION TOOL, CORP. and delivered by MILLING PRECISION TOOL, CORP. to Supplier. Each shipment received by MILLING PRECISION TOOL, CORP. from supplier shall be deemed to be only upon the provisions contained in this Purchase Order, notwithstanding any provision that may be contained in any commercial form of supplier previously or hereafter transmitted to MILLING PRECISION TOOL, CORP., and notwithstanding MILLING PRECISION TOOL, CORP.’s acceptance of or payment for any shipment or the like.
    Whenever used in the Order, (a) “Customer” means any customer or Buyer, which has or acquires any interest in the Goods from, through, or under Buyer; (b) “FAR” means the “Federal Acquisition Regulations” as in effect on the date of the Order; (c) “Goods” means all the goods, services, data, software and other items furnished or to be furnished to Buyer under this Order; (d) “Order” means this purchase order including the provisions on its face, these Purchase Order Terms and Conditions and all of the specifications, technical descriptions, statement of work, drawings, designs, documents, and other requirements and provisions attached to, incorporated into or otherwise made a part of this Purchase Order by Buyer.
    Performance will be measured on all supplier and results will be used in determination process for future quotes and purchase orders.
    Performance will be rated as follows:
    • The ratings will be calculated as “Number of CARS” in a month.
    • Acceptability of Supplier performance will be as follows:
      • 100% Supplier is in the “exceptional” performance range(GOLD)
      • 98% – 99.99% Supplier is in the “very good” performance range(GOLD)
      • 95% – 97.99% Supplier is in the “satisfactory” performance range(GOLD)
      • 90% – 94.99% Supplier is in the “at risk/needs improvement” performance range(SILVER)
      • Less than 90.00% Supplier is in the “unsatisfactory” delivery performance range(BRONZE)
  4. TAXES
    The price of the goods or services supplied hereunder includes all federal, state and local sales, use and similar taxes. There are instances where prices of goods are not subject to use or sales tax.
    Supplier may not subcontract any part of the work under this Order without prior written consent of MILLING PRECISION TOOL, CORP. Once consent is granted any change in subcontract work will require written consent also.
    MILLING PRECISION TOOL, CORP. shall have the right, by written notice, to make changes in the methods of shipments or packaging, drawings, designs, specifications, quantity of goods and the time of delivery, including suspension of performance in whole or in part. If such changes cause a substantial variation in the cost of furnishing goods covered hereunder, an equitable adjustment may be requested by Seller. Any claim hereunder must be submitted to Buyer within 30 days of receipt of said changes. Nothing herein shall excuse Seller from proceeding with the order. Any claim hereunder must set forth the amount of any increase or decrease in the cost of performance resulting from the change.

    Buyer’s engineering and technical personnel may render assistance or provide technical advice to or affect an exchange of information with the Seller’s personnel in a liaison effort concerning the goods to be furnished hereunder. Such exchange of information or advice shall not be binding unless incorporated as a change in accordance with paragraph above.

    Where the cost of property made obsolete or excess as a result of a change order is included in the Seller’s claim for adjustment, buyer shall have the right to prescribe the manner of disposition of such property. Any such change requested by MILLING PRECISION TOOL, CORP. pursuant to such right shall be promptly negotiated for any possible equitable agreement as to the price.

    Supplier shall permit inspectors of MILLING PRECISION TOOL, CORP. or their Customers (including the United States government) to have access to the Supplier’s plant at all reasonable times for the purpose of inspecting any goods supplied hereunder or work in process for production of such goods, and to conduct preliminary tests on work in process. All goods, except goods inspected and accepted by the government, shall be received subject to MILLING PRECISION TOOL, CORP. inspection and rejection at MILLING PRECISION TOOL, CORP. plant or other places designated by MILLING PRECISION TOOL, CORP. notwithstanding prior inspections. Title shall not be deemed transferred on any defective good or goods otherwise not conforming or fulfilling Supplier’s warranty (express or implied) with respect to this Order (collectively “Defective Goods”), and hence no payment, including freight, shall be due with respect to the same. Defective Goods shall be returned for Supplier’s inspection and at Supplier’s risk, and if Supplier so directs, shall be returned as Supplier’s expense, and in addition to MILLING PRECISION TOOL, CORP. other rights. Any payment by MILLING PRECISION TOOL, CORP. shall not be construed as an acceptance of Defective Goods. Nothing contained herein shall relieve Supplier from its obligations of testing, inspection and quality control to meet the requirements of the contract.

    In case any goods are defective in material and workmanship or otherwise not in conformity with the requirements of this order, buyer shall have the right to reject it, require its correction or accept it with an equitable adjustment in price if Seller’s deliveries are behind schedule, Buyer may, addition to the rights provided under this clause or under the provisions of this order or by reason of law, elect to retain defective goods and remedy any defects. Cost of effecting rework or repair by Buyer shall be based on an hourly rate not to exceed buyer’s current shop rate for labor plus material costs and shall be charged to Seller or deducted from the amount due under this order, as Buyer may elect. If after being requested by Buyer the Seller fails to promptly replace or correct any defective goods, the Buyer may, by contract, or otherwise, replace or correct such goods and charge to the Seller the cost incurred, or may without further notice, terminate this order for default, in accordance with the clause entitled “Termination”. Returned goods returned to Seller for credit or refund shall not be replaced or returned except upon receipt of a new order from Buyer.

    The Seller shall provide and maintain an inspection system in accordance with sound business practices and as otherwise provided in this order. Records of all inspection work by the Seller shall be kept complete and available to Buyer during performance of this contract and for a period of 10 years.

    Supplier expressly warrants that all goods and services supplied under this Order: (a) shall conform to specifications, drawings, samples and other descriptions furnished by Supplier or specified by MILLING PRECISION TOOL, CORP.; (b) shall be merchantable, of good material and workmanship and free from defects; and shall where design is Seller’s responsibility be free from defects in design; (c) shall be fit and sufficient for MILLING PRECISION TOOL, CORP. purposes. Supplier warrants further that the prices charged hereunder are no higher than prices charged or place by others for similar quantities under similar conditions, and if Supplier breaches this warranty, the prices of the goods and services supplied hereunder shall be reduced accordingly. MILLING PRECISION TOOL, CORP. approval of specifications, drawings, samples and/or other descriptions furnished by Supplier shall not relieve Supplier of its obligations as described in this paragraph or otherwise under this Order. These warranties shall survive any inspection, acceptance or payment by MILLING PRECISION TOOL, CORP., its successors, assigns, customers, and the ultimate users of the goods or services supplied hereunder.
    MILLING PRECISION TOOL, CORP. reserves the right to terminate the purchase order in whole or in part if Seller fails (1) to deliver goods, work, or material of the quality specified or within the times specified in the delivery schedule, or any extensions thereof by change order of Amendment; (2)to replace or correct defective goods in accordance with the provisions of the clause hereof entitle inspection; (3)to perform any of the other provisions of this order or fails to make progress so as to endanger performance of this order in accordance with its terms without incurring liability to MPTC by written notice to Seller. In the event of such termination, Seller shall immediately stop all work, and shall immediately notify any of its supplier or subcontractors to cease such work. Seller has thirty (30) days to respond from the date of notification of termination of the Purchase order. Seller shall be paid a reasonable termination charge, consisting of a percentage of the order price reflecting the percentage of the work performed prior to the notice of termination. Seller shall not be paid for any work done after receipt of the notice of termination, or for any cost incurred by Seller’s suppliers or subcontractors unless authorized by MPTC, which Seller could reasonably have avoided.

    Termination will be administered in accordance with FAR Clause 52.249-2 and 52.249-8.

    Except where goods are to be provided from specifications, designs, or processes furnished by MILLING PRECISION TOOL, CORP., Supplier shall defend, indemnify and hold harmless MILLING PRECISION TOOL, CORP. from any loss or damage sustained by and from and against all claims asserted against MILLING PRECISION TOOL, CORP. arising from any alleged infringement of any trademark, patent, copyright or other proprietary right, by reason of the sale or use of goods and/or services supplied hereunder and if any of these goods or services or any part thereof is held to constitute infringement and its use is enjoined, Supplier shall at its own expense either procure for MILLING PRECISION TOOL, CORP. the right to continue to use such goods or services or part thereof or replace them with non-infringing goods or services.

    Supplier shall defend, indemnify and hold harmless MILLING PRECISION TOOL, CORP. from and against any claims asserted against it for injuries or damage to property arising in whole or in part from any act or omission of supplier, its agents, servants, employees, representatives or subcontractors with respect to the goods or services supplied hereunder including those claims arising in whole or in part out of the negligence of MILLING PRECISION TOOL, CORP. Supplier waives and releases MILLING PRECISION TOOL, CORP. from all rights of contribution or indemnity to which it may otherwise be entitled.

    All property of MILLING PRECISION TOOL, CORP., furnished or made available to Supplier for performance of work under this Purchase Order, shall be segregated from Supplier’s property and be marked and identified as MILLING PRECISION TOOL, CORP.’s property. Such property shall be used exclusively for performance of Supplier’s obligations under this Purchase Order and shall be returned to MILLING PRECISION TOOL, CORP. at its written request, or upon termination, cancellation or completion of this Purchase Order. Supplier agrees to maintain such property in good condition and assume all risks and liabilities for loss of part or damage or fire thereto and will purchase insurance to cover the replacement cost of such property.

    Provisions of the above and forgoing shall be apply to MILLING PRECISION TOOL, CORP.’s customer furnished property which MILLING PRECISION TOOL, CORP. furnishes to the Supplier in support of this Purchase order with the same force and intent as if that property was the property of MILLING PRECISION TOOL, CORP.

    Seller is not authorized to scrap, return, rework or replace any tools unless permission is requested and granted in writing by Buyer. Replacement of tools scrapped without MPTC’s consent shall be made at Seller’s expense. Authorized return of tooling shall be accomplished at Seller’s expense.

    Supplier shall not disclose to any person or entity, other than those employees of Supplier who have a need to know, any information of MILLING PRECISION TOOL, CORP., whether written or oral, which Supplier may obtain from MILLING PRECISION TOOL, CORP. or otherwise in performance of this purchase order.
    Supplier shall carry insurance protection sufficient to meet all the liabilities that are mentioned herein.
    Supplier shall comply with all applicable federal, state and local laws, regulations and orders. Furthermore, this agreement shall be deemed to have been made at Wichita, Kansas and its construction and the rights of the parties hereunder shall be governed by the laws of the State of Kansas.
    Payment of Seller’s invoice is subject to adjustments for any shortage or for rejection. Individual invoices must be issued for each shipment applying against this order and must show packing slip number or certification number and Buyer’s purchase order number.

    Buy’s count will be accepted as final and conclusive on all shipments not accompanied by a packing slip. In all instance where in accordance with our instructions, material is forwarded to Seller from another supplier for further processing, copies of a receiving report must be forwarded to Buyer immediately.


Clauses identified with QA followed by a digit are applicable to all Purchase Orders; Clauses identified with a QAR followed by a digit are “Special Clauses” and may or may not apply to your Purchase Order.


    MILLING PRECISION TOOL, CORP. recognizes that one particular QMS may not fit all Suppliers; therefore consideration must be taken based on the type of product or service provided.

    In accordance with specific requirements of this order, Supplier shall develop and maintain a QMS that at a minimum meets AS9100 or NADCAP requirements. Supplier may be required based on the type of service provided, to maintain AS9100 or NADCAP registry.

    The objective of the Supplier is to assure the highest level of standard is provided for product and service to aerospace application.

    Supplier’s calibration system shall comply with the applicable and latest revision of ANS/NCSL Z540-1 and/or ISO/IEC 17025.

    The suppliers system is subject to review and approval at all times by MILLING PRECISION TOOL, CORP. Supplier acknowledges that approval has been granted by MPTC in part due to the answers provided in their Supplier Survey Questionnaire. Failure to continue to perform as indicated may result in disapproval and removal of work.

    Each shipment shall contain a certificate of compliance that the product meets the requirements of the engineering and purchase order. The certificate shall include as a minimum:
    1. Name and address of the Supplier
    2. MILLING PRECISION TOOL, CORP. purchase order number
    3. Date the Certificate of Conformance was issued.
    4. Part number, description and revision letter.
    5. Specification number and revision letter of each process including type, grade, class and acceptance criteria.
    6. Quantity of parts (to include quantity accepted/rejected/lost)
    7. Lot number, heat number, etc….as applicable
    8. When parts are serialized, serial numbers must appear on the certification.
    9. Supplier shall provide a copy of all certificates of compliance from supplier’s subcontractor.
    10. A statement that all inspections, processing and test have been performed as required by the drawing requirements and/or purchase order.
    11. Legible and reproducible copies of all raw material, processing, test and hardware certifications needed to produce the part in accordance with the engineering drawing and/ or purchase order requirements.
    12. Signature and title of authorized representative.
    If this order is for production work that includes special processes, supplier shall use only those processors approved by MILLING PRECISION TOOL, CORP.’s customer for that process. Supplier should contact MILLING PRECISION TOOL, CORP. Quality for assistance in assuring that supplier uses only approved Processors. MPTC must be notified of any change of sub-tier suppliers.
    If this is the first time part number is delivered to MILLING PRECISION TOOL, CORP., the supplier is required to submit a copy of a completed and signed AS9102 First Article Inspection Report (FAIR) with the first shipment. Changes to the engineering drawing or Supplier’s manufacturing process (including any sub-tier suppliers), relocation of equipment, physical relocation of the facility or an interruption of the manufacturing of the part exceeding 18 months will require a Delta FAIR. Otherwise the completed and signed AS9102 FAIR is required to be on file at Supplier’s facility for those parts referenced on this purchase order. A copy of the FAIR may be required to be provided at any time at no extra cost.
    In the execution of this purchase order, MILLING PRECISION TOOL, CORP., and/or its prime contractor, including Regulatory Agencies, will be permitted on site to review supplier facilities and procedures, as deemed necessary. This is to include orders that is placed under a Government contract or subcontract hereunder or if Buyer otherwise notifies Seller that this is placed under a Government contract of subcontract hereunder, the Federal Acquisition Regulations (FAR) are incorporated as required.
    All products or processes found nonconforming by the supplier or sub tier to the engineering drawings, specifications, or purchase order, shall be identified, segregated and reworked or replace with conforming products or processes prior to delivery to MILLING PRECISION TOOL, CORP. Supplier will notify MPTC of all Non-conformances prior to goods being delivered. All goods will require a rejection tag attached to the non-conforming goods. A CAR will be issued for RCCA once goods is received by MPTC.

    In the event that the supplier needs to submit a request for MRB approval, the supplier shall submit a completed NCR form to MILLING PRECISION TOOL, CORP. The supplier is responsible to segregate and keep parts locked to prevent delivery to MILLING PRECISION TOOL, CORP. until the NCR is processed and dispositioned. A copy of the NCR will be returned to the supplier showing final MRB disposition. A “Use as Is” or “Repair” disposition by MRB does not relieve the supplier of the legal responsibility and liability for such products.

    The supplier has the responsibly to notify MILLING PRECISION TOOL, CORP. immediately of any items that were provided and later discovered by the supplier to be defective. This notification of escape shall include at a minimum the purchase order number, part number, suspected quantity, and discrepancy noted.
    Supplier is required to maintain on file all records pertaining to the completion of this order for a minimum of 10 years unless otherwise specified.
    Supplier shall assure cleanliness of products provided. Delivered product must be clean and free from any debris, such as machined chips, burrs, grinding dust, forming materials, corrosion, oil and other foreign material on surface to prevent F.O.D. entrapment.
    When required by MILLING PRECISION TOOL, CORP. Purchase order or Quality Requirements, Milling’s suppliers shall put into place a documented program to avoid, detect, mitigate and disposition counterfeit parts and materials. All suppliers should utilize AS6174 for guidance. Suppliers shall also flow down counterfeit parts program requirements to their sub-tiers, especially but not limited to:
    1. Purchase parts suppliers,
    2. Raw material suppliers,
    3. Distributors
    Seller shall not manufacture in advance of its normal flow time or deliver any material in advance of the delivery schedule set forth in this order, without  buyer’s written permission. No early shipment, partial shipment, under shipment or over shipment acceptable without prior approval. Buyer reserves the right to return, collect shipping charges on all material received at Buyer’s plant in advance of the delivery scheduled set forth in this order.

    All goods orders shall be suitably packed for protection in shipment. No charge shall be made by Seller for packaging unless agreed upon in writing by Buyer.  All Freight costs will be FOB destination unless otherwise agreed to in writing.




    If this is a Limited Life item the Supplier shall ensure that at least 85% of the item’s shelf life is remaining upon receipt. Supplier shall ensure that containers are plainly and legibility marked as to the contents, expiration date, and any warnings, precautions, instructions and storage conditions. Certification for shelf life conditions are required to be shipped with this order.
    1. MILLING PRECISON TOOL, CORP. Acceptance is required prior to shipment. Notify MILLING PRECISON TOOL, CORP. Quality manager at least 48 hours before shipment.
    2. MILLING PRECISON TOOL, CORP.’s customer inspection acceptance is required prior to shipment of this order. Upon receipt of this order, supplier shall contact MILLING PRECISON TOOL, CORP. Quality Manager to coordinate and plan our customer’s inspection.
    3. Government inspection is required prior to shipment from your plant. Upon receipt of this order, promptly notify the Government Representative who normally services your plant so that appropriate planning for Government inspection can be accomplished.
    4. On receipt of this order, promptly furnish a copy to the Government Representative who normally services your plant or, is none, to the nearest Army, Navy, Air Force, or Defense Supply Agency Inspection Office. In the event the representative or office cannot be located, MILLING PRECISON TOOL, CORP. Program Management should be notified.
    Supplier shall submit first parts to MILLING PRECISON TOOL, CORP. Quality for inspection acceptance prior to running the production of parts on this order. MILLING PRECISON TOOL, CORP. will provide supplier with an inspection report stating the findings of our inspector. All nonconforming issues raised by MILLING PRECISON TOOL, CORP. Quality must be corrected and a new first part submitted for approval before production of parts on this order.
    Prior to beginning production on this order, supplier must provide and obtain MILLING PRECISON TOOL, CORP. Quality approval of the manufacturing plan for the product. Also when required, frozen planning may be submitted for approval prior and during manufacturing of product. The plan must include the raw material required for manufacture (by alloy, temper, and specification), detail of the manufacturing process, definition of the special process and identity of the sub tier suppliers (by name and complete address) who are to perform the special process.

    All specifications noted in the manufacturing plan must be to the current applicable revision level as of the date of placement of this order, unless otherwise specified in the purchase order.

    This order is for calibration services. Each gauge you calibrate for MILLING PRECISON TOOL, CORP. must be accompanied with a calibration certification. The contractor’s calibration system must comply with ANSI/NCSL Z540-1 and/or ISO/IEC 17025. All Certifications will state, as minimum, that all standards used are traceable to the National Institute of Standards and Technology, date of calibration, date of expiration, list those standards used and the technician’s signature.
    When Key characteristics are identified on the engineering drawing or on the purchase order, Supplier is required to meet the minimum required capability. Until the minimum has been achieved all key characteristics or process results shall be 100% inspected, Supplier is responsible to ensure that sub-tiers meet the same requirement.

    The Supplier shall retain records indicating that all Key characteristics/processes meet or exceed the minimum Cpk. Supplier shall provide copies of these records upon request.

  • QAR7. CERTIFICATION of CONFORMANCE (C of C) – Distributors of Standard Parts / Hardware / Raw Materials
    To discourage the potential for counterfeit parts or materials from entering the supply chain, Milling does not accept raw materials from pass through distributors (Level 3) that have not been procured directly from the manufacturer, unless certified copies from the original mill are available or prior written approval has been provided by Milling. Any purchase of recertified raw material or raw material that has departed from direct control of the manufacturer is prohibited. Attempts to make such sales to Milling shall be grounds for supplier disapproval.

    Milling approved distributors of raw material shall provide certified copies of manufacturer’s test reports with each shipment.

    Milling classifies a supplier as an approved distributor for a specific manufacturer when the distributor has written authorization from the manufacturer to procure and distribute specific products produced by manufacturer. It is the distributor’s responsibility to provide a copy of the manufacturer’s authorization letter to Milling upon request.

    Suppliers who procure from distributors are to utilize only distributors with Quality Management Systems that comply with either AS/EN/SJAC9100, “Quality Management Systems – Requirements for Aviation, Space and Defense Operations,” and/or AS/EN/SJAC9120, “Quality Management Systems – Requirements for Aviation, Space and Defense Distributors.” Milling’s first tier suppliers shall evaluate and select distributors based upon their ability to comply with this requirement. Note that methods for demonstrating compliance can include, but are not limited to, Quality Management System certification, second party audit, survey, etc.

    Distributors shall ensure that standard parts / hardware/material are marked in accordance with specification requirements. Original mill marking shall be affixed and legible on raw materials and shall not show signs of tampering or altering.

    Milling does not accept standard hardware or other items from pass through distributors (Level 3 Quality System approval) unless they are procured directly from the manufacturer or a copy of the original manufacturer certification / test report is provided. In addition, hardware or other items that have been altered by a pass through distributor will not be accepted without prior written permission by Milling.

    Manufacture complete, including material and processing, in accordance with engineering drawings, specifications and special instructions listed on order for specified part number furnished herewith. There shall be no deviation from drawings, data specifications or requirements without the written change authority from Buyer.
    MPT Lockheed QCS-001 613593, Supplier Code: ID: G649569

    Flow down of Engineering Specification Requirements.

    The then current revision, in effect as of the date of this purchase order, of each of the following
    specification documents, is hereby incorporated into this purchase order by this reference:

    1. Engineering Materials and Approved Products (EMAP)
    2. C130 material and process specifications
    3. F/A-22 materials & process engineering specifications & standard parts documents
    4. Preferred Parts Handbook (PPH)
    5. F/A-22 Parts Procurement Manual (PPM)
    6. Standard Process Specification (STP)
    7. Process specifications and process bulletins
    8. Standard Material Specifications (STM)
    9. FOD Prevention and Detection
    10. Compliance with AS6174 Appendix “D” (Counterfeit Parts/Material)

    Seller hereby agrees that (1) it has obtained or will timely obtain from buyer each of such specification documents listed in 1 through 8 above and (2) in performance of its obligations in connection with this purchase order, seller shall comply with such specification documents and all other requirements of this purchase order, unless seller is otherwise directed by buyer.

    The EMAP database, C130 material and process specifications, and F/A-22 materials & process engineering specifications & standard parts documents, items 1 through 3, can be accessed on the Lockheed Martin Aeronautics Company – Material Management website at http://www.lockheedmartin.com/material-management.

    A downloaded version of Lockheed Martin Aeronautics Company specification documents 4 through 8, are not available online and must be obtained from the buyer.

    Seller must have an appropriate fully executed EMAP/PPH Proprietary Information Agreement (PIA) with Lockheed Martin Corporation acting through and on behalf of its Lockheed Martin Aeronautics Company to gain access to such specification documents. If seller has not entered into any such PIA, it shall fill out the EMAP/PPH Proprietary Information Agreement found on the website referenced above and fax to the completed PIA to 770-494-7121, to the attention of the “PIA Coordinator”.

    Seller shall include the language of all the above text, starting with the title Flowdown of Engineering Specification Requirements, in its entirety, including this paragraph, in seller’s purchase orders with its suppliers with instructions for it to be inserted in purchase orders at every tier where seller or its suppliers at any tier may elect to use a buyer approved source for controlled processes. Buyer approved sources and controlled processes can be found on the Lockheed Martin Aeronautics Company – Material Management website at http://www.lockheedmartin.com/material-management.



6/28/16 Rev New initial release.