CThru Metals General Terms and Conditions

  1. Written acknowledgement of this order or the delivery of any supplies or the furnishing of services in accordance with this order shall constitute acceptance by the Seller subject to all terms and conditions hereof. There is no other agreement or understanding other than stated herein.
  2. Buyer is under no obligation to accept any shipment exceeding the quantity specified in this order and reserves the right to return, at Seller’s expense all or any portion of such excess amount shipped.
  3. Seller expressly warrants that all articles and work pursuant to this order will conform to their specifications, drawings, samples and other descriptions furnished or specified by the Buyer and will be merchantable, of first-class material and workmanship and free from defect. When material is made to Buyer’s blueprint, design shall not be used elsewhere without permission of the Buyer.
  4. All blueprints, patterns or tools used in filling this order and charged to the Buyer are to be considered Buyer’s property and will be delivered to the buyer at the option of the buyer.
  5. Seller warrants that all articles delivered, or services rendered, pursuant to this order will have been produced, sold, delivered or rendered to Buyer in compliance with all applicable Government laws, orders and regulations, including but without limitation the Federal Fair Standards Labor Act, as amended, and those governing standards, safety requirements, employment practices and prices.
  6. Articles shall be received subject to inspection and approval by Buyer and Buyer’s right to return, at Seller’s expense, if defective or not in compliance with Buyer’s specifications. Defects shall not be deemed waived by Buyer for failure to discover any defect or failure to notify Seller of defect after receiving shipment.
  7. In supplying any material services hereunder, Seller undertakes performance as an independent contractor.
  8. If Seller fails to deliver when specified, Buyer may cancel this order, or any part thereof, without prejudice to its other rights, and Seller may be charged with any loss sustained by Buyer as a result of failure to deliver.
  9. Seller agrees to defend, indemnify, and save harmless Buyer and its personnel, customers and users of any product or service furnished pursuant hereto against any claim, loss, damage, demand, and expense (including reasonable attorney’s fee incurred in defending against the same) resulting from or arising out of:
    • The performance of labor, work for service under or in the connection with this order;
    • Actual or alleged infringement of any patent, copyright or like right.
    • Any defect in any product or service or work furnished pursuant hereto.
  10. If Seller ceases to conduct its operations in normal course (including becoming unable to meet its obligations as they mature) Buyer may cancel this order without further liability except for performance theretofore completed in accordance with the terms hereof.
  11. The Seller shall submit a copy of the material certification / certified inspection / test report with each shipment that assures conformance to all applicable requirements. These certificates must contain reference to the specification and revision to which the processing conformed, the condition to which the material was processed (when applicable), the name and address of the agency that performed the processing. Traceability from the certification to the material submitted is required and shall be retained. All lot test and inspection results as required by applicable process specification shall be reported.
  12. Suppliers must be committed to the highest standards of ethics and business conduct. Suppliers must comply with the law, honor commitments, act in good faith, and be accountable. Suppliers must strive to maintain full compliance with all laws and regulations applicable to the operation of business and customer relationships. Supplier must not offer, promise, authorize, or provide, directly or indirectly, anything of value (including business gifts or courtesies) with the intent or effect of inducing anyone to engage in unfair business practices. Supplier will avoid involvement in activities that may be perceived as a conflict-of-interest. Supplier will respect the legitimate proprietary rights and intellectual property rights of customers and Suppliers and take proper care to protect sensitive information, including confidential, proprietary, and personal information.
  13. Supplier shall ensure the materials supplied to CThru Metals are able to perform its designated or intended purpose without causing unacceptable risk or harm to persons or damage to property.
  14. Supplier will support product safety by ensuring robust management of special requirements, critical items, and key characteristics. If there are concerns with respect to product safety, Supplier will communicate them to CThru Metals. If there is a concern at the Supplier’s premises with respect to safety during the manufacture of the product, Supplier will notify its own employees of the concern and whenever possible, mitigate the concern.
  15. Supplier will ensure that employees and people working on its behalf are aware of: Their contribution to product or service conformity, their contribution to product safety, and the importance of ethical behavior.
  16. To prevent the purchase of counterfeit, suspect or unapproved products and to ensure product identification and traceability (and for other reasons), the Supplier will institute controls that include the requirement of Material Certificates, Certificates of Conformity, and/or other supporting documentation, and additional analysis testing as is appropriate. The Supplier shall notify CThru Metals as soon as it becomes aware of any Counterfeit materials or Suspected Counterfeit materials supplied to CThru Metals. Material, part substitutions or process changes are not allowed unless authorized by CThru Metals and it is documented on the Purchase Order.
  17. CThru Metals requires its suppliers to adopt workmanship practices that will prevent the introduction of Foreign Object Debris / Damage (FOD) into the products they supply. The supplier is expected to implement controls to avoid the introduction of substances, debris or articles alien into the materials, components, or services of the purchase order.
  18. The Supplier shall develop and monitor a process to meet variation management requirements for Key Characteristics. Records pertinent to such shall be available for review and delivery to CThru Metals upon request.
  19. Supplier is required to notify CThru Metals of any changes to the product and/or process that deviates from the purchase order requirement or specification and shall request and obtain written approval from CThru Metals prior to shipment.
  20. Supplier product that does not meet Engineering drawing and/or Purchase Order requirements shall be communicated to CThru Metals prior to product shipment. CThru Metals may deem any nonconforming product as Scrap. Unless otherwise stated in the Purchase Order, in the cases in which CThru Metals provides a Supplier with raw material or components, the Supplier shall be responsible for the replacement cost of such raw material or components that exceed a 5% scrap factor above the required Purchase Order quantity. If the Supplier believes that CThru Metals has not supplied enough raw material or components to fulfill the requirements of the Purchase Order including scrap, the Supplier must notify CThru Metals in writing. If the Supplier fails to notify CThru Metals or the Supplier exceeds the 5% scrap factor, the Supplier may still be required to fulfill the Purchase Order requirements even if this requires the Supplier to commence a new production run. Supplier product discovered after shipment by the Supplier to be nonconforming to any engineering drawing and/or Purchase Order requirement shall be immediately disclosed to CThru Metals upon discovery, including but not limited to quantity shipped, date shipped, and the extent of the nonconformance. Suppliers that receive notification of Nonconforming product shall take appropriate action to contain the nonconforming condition and prevent it from occurring again. Requests for a Return Material Authorization (RMA) number shall be provided within 48 hours. If the product is dispositioned as scrap by CThru Metals, but the material is shipped back to the Supplier on a miscellaneous shipper for analysis, the Supplier shall control the product until physically rendered unusable (i.e. the product is not allowed to be reworked and sent back to CThru Metals as production units). The Supplier will be notified if formal Corrective Action is required to be submitted to CThru Metals. The response shall be submitted within 3 weeks of issue, or a time frame agreed upon between CThru Metals and the Supplier. Errors with paperwork shall be resolved within 24 hours.
  21. All inspection, measuring and test equipment used by the supplier during in-process and final inspection to make a compliance evaluation shall be calibrated to the requirements of the AS9100 Standard and traceable to NIST.
  22. Supplier will proactively monitor all items and material used in the manufacture of the Components for impending obsolescence issues due to Components that have or will be taken out of production or the use of which has been announced as being or to be restricted or forbidden by a regulatory agency. Supplier agrees to provide Buyer with immediate notice of any potential obsolescence issue known to the Supplier with such notice to include the reason for obsolescence, estimated date the item/Component will no longer be available, any proposed alternatives, and a last-time buy opportunity at then current pricing for such item/Component. Such notice shall be provided to Buyer at least six (6) months prior to the anticipated obsolescence date. In addition, Supplier shall provide Buyer with a replacement item/Component which has design parameters and specification documentation that is fully consistent with the obsolete item/Components’ then-current design parameters and requirements documents within twelve (12) months prior to ending Supplier’s production of the Component.
  23. CThru Metals expects that its Suppliers will conduct their business in compliance with environmental, health and safety regulations. a) Supplier warrants that, except as agreed in writing by Buyer, none of the chemical substances constituting or contained in the Components sold or otherwise transferred to Buyer under this Purchase Order are (i) “Hazardous Substances” as defined in the United States Comprehensive Environmental Response, Compensation And Liability Act (“CERCLA”), (ii) substances included in Annex XIV of the European Regulation (EC) No 1907/2006 concerning the Registration, Evaluation, Authorization, and Restriction of Chemicals (“REACH”) or (iii) on the “Candidate List” in a concentration greater than 0.1% by weight as defined by the European Chemicals Agency (“ECHA”), all as modified from time to time. b) Supplier acknowledges and agrees that the “Hazardous Substances” and substances on the “Candidate List” or Annex XIV of REACH as well as associated requirements are evolving and Supplier undertakes to (i) regularly monitor relevant data sources, (ii) use its best efforts to meet future requirements. c) Supplier shall not deliver Components to Buyer that contain any substances banned or requiring authorization under applicable laws, rules or regulations nor Components infringing a (pre-) registration requirement or a restriction under REACH. d) supplier shall comply with all applicable requirements of REACH and fully cooperate with Buyer to enable the latter to fulfill all obligations under REACH, the European Regulation No 1272/2008 on classification, labeling and packaging of substances and mixtures (“CLP”) and any related national legislation and requirements of relevant competent authorities. e) Supplier shall not provide materials, Components, tooling or any equipment containing or relying on a (i) Controlled Substance or (ii) “Ozone-Depleting Substance”. As used herein, “Controlled Substance” means any substance designated by European Regulation (EC) No 1005/2009 Annex I and “Ozone-Depleting Substance” means any substance designated in the U.S. Code 40 CFR Part 82 as Class I or Class II. f) Supplier shall not furnish material, under this Purchase Order, containing metallic mercury or mercury compounds, no mercury bearing instruments or equipment which could cause mercury contamination shall be used in the manufacture, fabrication, assembly or testing of such equipment and/or supplies, and reasonable steps shall be taken to ensure that such equipment and/or supplies are not contaminated with mercury or mercury compounds. g) Supplier shall not provide materials or components that contain any polyfluoroalkyl substances (PFAS), sometimes called “forever chemicals,” these are a group of thousands of substances widely used in many industries. Due to growing awareness of health and environmental concerns, PFAS are facing increasing scrutiny worldwide. In -force and proposed measures set restrictions or requirements on PFAS use in some jurisdictions, and due diligence may be necessary to meet legal obligations, ESG commitments, and/or business requirements. h) Supplier agrees to indemnify and hold Buyer harmless from any Losses arising from any failure of the Components to comply with the above requirements or applicable laws, rules and regulations.
  24. With respect to any and all Deliverables (if any) delivered under the Agreement, Supplier warrants that such Deliverables will at no time contain any “Conflict Minerals,” as such term is defined in the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, including, without limitation, columbite-tantalite (coltan), cassiterite, gold, wolframite or their derivatives, or any other mineral or its derivatives (collectively known as “3TG”), determined by the U.S. Secretary of State to be financing conflict in the Democratic Republic of the Congo (DRC) sourced from the DRC or adjoining countries. Any “3TG” will be sourced from validated Smelters. Supplier shall, no later than forty-five (45) days following each calendar year in which Supplier has delivered any Deliverables to CThru Metals, under this Agreement or otherwise, complete the Conflict Minerals Reporting Template that will be sent by or on behalf of CThru Metals.
  25. Supplier’s acceptance of the CThru Metals purchase order certifies that the material and processes supplied under the purchase order were controlled and inspected in accordance with CThru Metals purchase order agreement and they meet the specified order requirements, referenced specifications and or drawings. The Supplier must provide a raw material certificate with chemical composition and mechanical properties as applicable and a Certificate of Conformance for all orders, to verify that all products meet the specified requirements.  All products, heat numbers, lot numbers, job numbers, serial numbers and other relevant information must be clearly identified and labeled and must be traceable to and linked to the Certificate of Conformance.
  26. Supplier will not advertise or publish the fact that CThru Metals has ordered goods or services from Supplier, or the terms or nature of such order. Supplier will caution its employees and other representatives to not, disclose such information in company periodicals, brochures, website, sale, or other promotional literature, or otherwise, unless such disclosure has been approved by CThru Metals in writing.
  27. Neither party shall be liable to the other for default or delay in performing obligations hereunder if caused by fires, floods, strike, riot, war, acts of God, and acts of the government in either its sovereign or contractual capacity. The party whose performance is prevented by any such occurrence shall notify the other party in writing as soon as is reasonably possible after the commencement of such occurrence, setting forth the full details of the occurrence and expected delay, shall remedy such occurrence with all reasonable dispatch, and shall promptly give written notice to the other party of the cessation of such occurrence. Buyer shall make no payment to Seller for any expenses incurred by Seller by reason of such default or delay. Seller shall use all reasonable efforts to avoid or minimize all such failures or delays, including exercising work-around plans or obtaining Goods from other approved sources. If Seller cannot remedy the delay within a reasonable time, as determined by Buyer, the Buyer may terminate the Order, in whole or in part, without liability, by providing written notice to Seller.
  28. Purchase order requirements for DFAR compliant Material orders. The Defense Federal Acquisition Regulation Supplement (DFARS), as defined in 10 U.S.C 3001(a), exists to manage the investments of the United States in technologies, programs, and product support necessary to achieve the national security strategy prescribed by the President pursuant to section 108 of the National Security Act of 1947 (50 U.S.C. 3043) and to support the United States Armed Forces. The investment strategy of DoD shall be postured to support not only the current United States armed forces, but also future armed forces of the United States. The primary objective of DoD acquisition is to acquire quality supplies and services that satisfy user needs with measurable improvements to mission capability and operational support at a fair and reasonable price. The following requirements for DFARS shall be observed.
    • 252.225-7001 Qualifying Country Sources as Subcontractors.
    • 252.225-7008 Restriction on Acquisition of Specialty Metals.
    • 252.225-7009 Restriction on Acquisition of certain Articles Containing Specialty Metals.
    • 252.225-7010 Commercial Derivative Military Articles-Specialty Metals Compliance Certificate.
    • 252.225-7012 Preference for Certain Domestic Commodities.
    • Buy American Act 252.225-7001 at its most current revision is applied to this order unless otherwise noted in a revision of this purchase order. The act can be viewed at the following link:
      https://www.acq.osd.mil/dpap/dars/dfars/html/r20160325/252225.htm
    • 252.244-7000 Subcontractors for Commercial Items.
    • As prescribed in 244.403
      https://www.acq.osd.mil/dpap/dars/dfars/html/r20160325/252244.htm
  29. Suppliers shall flow down to sub-tier suppliers the applicable requirements as required by the purchase order either specifically or by reference.
  30. No variation of these terms in any confirmation of this purchase order shall apply unless agreed to in writing by Buyer. This purchase order and the underlying agreement have been entered into the State of Connecticut and both parties agree to confer jurisdiction upon the courts of that State to settle any dispute which may arise between the parties. In all such instances the law of the State of Connecticut shall be applied and control.
  31. By prior notice, suppliers shall allow CThru Metals and CThru Metals customers’ access to both their facilities and their supplier’s facility for the purpose of evaluating parts, processes, documents (i.e., FMEA, Control Plan, Instructions, records….), methodologies and systems used in the manufacturing of CThru Metals products.
  32. CThru Metals may, at its discretion, use 3rd Party independent auditors. These individuals represent CThru Metals and will audit the supplier’s processes to establish conformance to validated quality systems.

CThru Metals, LLC
Revision A June 12, 2024