Supplier Terms and Conditions

Purchase Order Terms and Conditions
Quality Code Requirements
Code of Ethics and Business Conduct
Mandatory FAR/DFARS Flowdown Clauses 

All Purchase Orders between Supplier and Atlas North America (“Atlas”) are subject to the following terms and conditions and are deemed accepted in full unless Supplier notifies Atlas promptly in writing prior to acceptance of the Purchase Order.

  1. Funding. All Purchase Orders are fully funded up to the amount stated in the order. There is no legal liability on the part of Atlas for payment in excess of the stated amount unless additional funds are made available and are incorporated as a mutually agreeable, written modification to the Purchase Order.
  2. Shipping. All shipments shall be sent to our company’s SHIP TO address stated on the Purchase order, along with the name of the Atlas point of contact. Acceptable shipping terms are FOB Destination Atlas’ facilities, Yorktown, Virginia. All international shipments shall be INCOTERMS® DAP Atlas facilities, Yorktown, VA, USA. Supplier shall secure the most advantageous transportation service for the mode of transportation specified and confirm Shipping Date for all line items and quantities upon receipt of Purchase Order. Supplier
    shall be responsible for all additional shipping costs due to failure to meet the confirmed delivery schedule of this Purchase Order excluding force majeure.
  3. Marking and Packaging. Supplier shall pack, package, mark and ship all goods in compliance with best commercial practice. No separate or additional charge is payable by Atlas NA for containers, boxing, bundling, dunnage, drayage or storage unless specifically stated elsewhere herein. A packing list showing this Purchase Order number shall be included with each shipment, and each container shall be marked to show
    the Purchase Order number and shall include a Certificate of Compliance.All international shipments shall include Atlas’ customs broker information below on the outside of all packages:Livingston International
    6340 Center Drive, Bldg 7, Suite 102
    Norfolk, VA 23502
    Email: [javascript protected email address]
    Phone: +1-757-446-1543
    Fax: +1-757-446-1538Subject line on all international shipments should include
    “Atlas North America”.
  4. Invoicing. Invoices shall be prepared electronically and contain the following information: unique invoice number, date of invoice, purchase order number, line-item number, and description of articles, quantities, unit prices and extended total. Invoices shall be electronically forwarded via email to: Malcolm Christian, Accounts Payable, at [javascript protected email address].
  5. Inspection. All goods supplied and services performed are subject to inspection and testing by Atlas and or its customers prior to acceptance. In the event goods and/or services do not conform with the specifications and instructions supplied by the Supplier, Atlas shall inform Supplier in writing as soon as possible after discovery. Atlas may require prompt correction or other remedy at Supplier’s expense and shall be provided in
    the same manner and to the same extent as any goods/services originally delivered. If Supplier is unable or
    refuses to make good promptly, Atlas is entitled to prompt repayment of such portion of the contracted price as is equitable under the circumstances.
  6. Supplier Warranty. Supplier warrants for a period of twelve (12) months from the date of delivery at destination that all goods ordered conform to specifications, and are of high quality, workmanship and free from defects or deficiencies. Supplier’s warranties shall survive inspection, testing, acceptance of goods, and payment for goods and shipment. Supplier’s warranty shall extend to Atlas, its successors and assigns, customers, purchasers and agents.
  7. Penalty. In the event of a failure to meet agreed upon dates and/or deadlines, the Supplier must pay to Atlas a contractual penalty amounting to 0.1% of the net price of the relevant supply and/or service under the Purchase Order, for each calendar day of default by the Supplier. The amount of the contractual penalty is limited to 10% of the net price of the relevant supply and/or service under the Purchase Order, even if several dates and/or deadlines have been exceeded. This reservation to the contractual penalty may be asserted any time at or before the final payment due.
  8. Counterfeit Parts.
    To eliminate any risk of introducing counterfeit or suspect counterfeit parts and materials into the supply chain, only new and authentic parts, materials, and components within products will be supplied to Atlas.
    Parts shall be purchased directly from the Original Component Manufacturers (OCM)/Original Equipment Manufacturers (OEM), or through the OCM/OEM’s Franchised Distributor. A Certificate of Conformance must be provided with each shipment to authenticate traceability to the applicable OCM/OEM. Supplier agrees not to furnish goods from Independent Distributors or Brokers without prior, written
    consent from Atlas Procurement Manager, Michael Coggeshall, [javascript protected email address]. See DFARS clauses 252.246-7007 and 252.246-7008 for specific requirements that apply to all items sold and delivered by Supplier.
  9. Disputes. All disputes arising out of or about this Purchase Order, which cannot be resolved by the Parties in an amicable manner, may be submitted before a court of appropriate jurisdiction in the Commonwealth of Virginia. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia without regard to principal or conflict of law provisions.
  10. Force Majeure. Supplier shall be held liable or responsible for the failure or delay to perform any of its obligations under this purchase order, except for:
      • failure or delay resulting from causes beyond the Supplier’s reasonable control, such as any law, decree, regulation, instruction or request of any government or the suspension or cancellation of one or more required licenses, insurrection, riots, war, acts of public enemies, strikes or other labor conflicts, inability to obtain necessary labor or materials from usual sources; the failure or delay of transportation, fires, floods, epidemics or other catastrophes, acts of God, or any other cause of like character; and
      • Supplier has exercised reasonable commercial efforts to avoid or remove such causes of nonperformance; and
      • Supplier promptly notifies our company in writing of any such delay or failure to perform that occurs by reason of force majeure, including describing the event and action taken to mitigate the impact of such event.

    Failure to meet all conditions of this clause do not excuse Supplier’s performance under this purchase order and will be considered a breach of performance.

Quality Code Requirements

Q-Code Requirement
1 Certificate of

Conformance

 Q-1 A certificate of conformance shall be provided by the Supplier that meets the following requirements:

•       Identified with the PO, line item number, applicable part number or assembly number, and revision,

•       Signed by an authorized company representative attesting to the accuracy of the data contained in the certificate, and

•       Applicable workmanship standards or criteria

The Supplier shall maintain records to support the certification for a minimum of four (4) years from the date of issuance, unless otherwise notified.
2 Certification of Calibration Q-2 A certificate of calibration shall be provided by the Supplier that meets the following requirements:

•       Identified with the PO, description of part, part number (new equipment), serial number;

•       Identified with the P.O, description of part, serial number, ANA asset number;

•       Signed by an authorized company representative attesting to the accuracy of the data contained in the certificate,

The Supplier shall maintain records to support the validity of the calibration for a minimum of four (4) years from the date of issuance, unless otherwise notified.
3 Test Data Q-3 Test data shall be provided by the Supplier that meets the following requirements:

•       Identified with the PO, line item number, applicable part number or assembly number, and revision, and test procedure number and revision.

•       Signed by an authorized company representative attesting to the accuracy of the data contained in the certificate.

The supplier shall maintain records to support the validity of the test data for a minimum of four (4) years from the date of issuance, unless otherwise notified.
4 Inspection Data Q-4 Inspection data shall be provided by the Supplier that meets the following requirements:

•       Identified with the PO, line item number, applicable part number or assembly number, and revision,

•       Signed by an authorized company representative attesting to the accuracy of the data contained in the certificate.

The supplier shall maintain records to support the validity of the inspection data for a minimum of four (4) years from the date of issuance, unless otherwise notified.
5 Limited Life Provision Q-5 The Supplier shall comply to one of the following two conditions:

•     Condition I – When the shelf-life is 4 years or less, the supplier shall provide material with at least 75% of the specified shelf-life remaining for the material.

•     Condition II – When the shelf-life exceeds 4 years, the supplier shall provide material with a shelf-life within one year from the date of manufacture of the material.

The Supplier shall provide documentation that includes the P.O. and line item number, material and material expiration date, recommended storage temperature and environmental controls.
6

 

 

 ESD packaging and handling Q-6 Items shall be packaged and handled in accordance with ANSI/ESD S20.20-2007
7 Soldering Requirements Q-7 Workmanship shall, as a minimum, meet IPC-A-610 requirements.

Code of Ethics and Business Conduct

This supplier Code of Ethics and Business Conduct is in no way intended to conflict with or modify the terms and conditions of any existing contract. In the event of a conflict, suppliers must first adhere to applicable laws and regulations, then our company’s Purchase Order Terms and Conditions, followed by the provisions in this document.

DEFINITION

For the purposes of this Code, “Supplier” is defined as any third party that directly or indirectly sells, or seeks to sell, any kind of goods or services to our company or on our company’s behalf, including suppliers, contractors, subcontractors, distributors, dealers, sales/marketing representatives, intermediaries, agents, partners, consultants, resellers, systems integrators, or similar entities.

COMPLIANCE WITH LAWS

Our suppliers should fully comply with all laws and regulations
applicable to their business. When conducting international
business, or if their primary place of business is outside the United
States, suppliers must comply with local laws and regulations.

Maintain Accurate Records
We expect suppliers to create and maintain accurate records, and not alter any record entry to conceal or misrepresent the underlying transaction represented by it. All records, regardless of format, made or received in furtherance of a business transaction must fully and accurately represent the transaction or event being documented. When a record is no longer needed to conduct current business, records shall still be retained based on the applicable retention requirements. Suppliers performing as US Government contractors (whether direct or indirect) must comply with the requirements in FAR 4.703. Suppliers that are performing as or fulfilling a US Government role in their prescribed work must comply with the records requirements of the affected agency and any relevant National Archives and Records Administration (NARA) requirements that apply to that agency.

HUMAN RIGHTS

We expect our suppliers to treat people with respect and dignity, encourage diversity, remain recepƟve to diverse opinions, promote equal opportunity for all, and foster an inclusive and ethical culture.
A. Child Labor
We expect our suppliers to ensure that illegal child labor is not used in the performance of work. The term “child” refers to any person under the minimum legal age for employment where the work is
performed.
B. Human Trafficking
Suppliers must adhere to regulations prohibiting human trafficking and comply with all applicable local laws in the country or countries in which they operate. Suppliers must refrain from violating the rights of others and appropriately address any adverse human rights impacts of their operations. Suppliers must educate employees on prohibited trafficking activities, discipline employees found to have violated the law or rules and notify the contracting officer of violations and action taken against employees. Specifically, suppliers will be prohibited from the following in all contracts:

  • Destroying, concealing, or confiscating identity or immigration documents;
  • Using misleading or fraudulent tactics in recruiting;
  • Charging employee recruitment fees or providing inadequate housing based on local standards, laws and
    directives; and
  • Failing to provide employment contracts and other documentation in the employee’s native language;
  • Failing to provide return transportation upon the end of employment for employees brought to the country for the purpose of working on a U.S. government contract or subcontract; and
  • Failing to interview and protect employees suspected of being trafficking victims.

EMPLOYMENT PRACTICES

A. Harassment
We expect our suppliers to ensure that their employees are afforded an employment environment that is free from physical, psychological, and verbal harassment, or other abusive conduct.
B. Non-discrimination
We expect our suppliers to provide equal employment opportunity to employees and applicants for employment, without regard to race, ethnicity, religion, color, sex, national origin, age, military veteran status, ancestry, sexual orientation, gender identity or expression, marital status, family structure, genetic information, or mental or physical disability, so long as the essential functions of the job can be competently performed with or without reasonable accommodation.
C. Substance Abuse
We expect our suppliers to maintain a workplace free from illegal use, possession, sale, or distribuƟon of controlled substances.

ANTI-CORRUPTION

Our suppliers must comply with the U.S. Foreign Corrupt Practices Act and other applicable anti-corruption laws (e.g., the UK Bribery Act, OECD), directives and/or regulations that govern operations in
the countries in which they do business, regardless of local customs.

A. Improper Payments / Business Courtesies
Our suppliers must refrain from offering or making any payments of money or anything of value (including kickbacks, favors, gifts, gratuities, entertainment, travel, political contributions, charitable donations or other business courtesies) to customers, government officials, political parties, candidates for public office, charities, or
other business-related parties that could be considered to improperly influence business decisions.

This includes a prohibition on facilitating payments intended to expedite or secure performance of a routine governmental action like obtaining a visa or customs clearance, except in situations where there is an imminent threat to personal health or safety.

B. Due Diligence
We expect our suppliers to exert appropriate due diligence and monitoring to prevent and detect corruption in all business arrangements, including partnerships, joint ventures, offset agreements, and the engagement of third parties.

C. Anti-Trust
Our suppliers must comply with anti-competition and antitrust laws and are prohibited from fixing prices, colluding or rigging bids with competitors, allocating customers or markets with competitors, or exchanging any pricing information with our competitors.

CONFLICT OF INTEREST

We expect our suppliers to avoid all conflicts of interest or situations giving the appearance of a potential conflict of interest in their dealings with our company. We expect our suppliers to provide notification to all affected parties if an actual or potential conflict of interest arises. This includes a conflict between the interests of our
company and personal interests or those of close relatives, friends or associates.

INFORMATION PROTECTION

A. Confidential/Proprietary Information
We expect our suppliers to properly handle sensitive information, including confidential, proprietary, and personal information. Information should not be used for any purpose (e.g., advertisement, publicity, and the like) other than the business purpose for which it was provided, unless there is prior authorization from the owner of the information.

B. Intellectual Property
We expect our suppliers to respect and comply with all the laws governing intellectual property rights assertions, including protection against disclosure, patents, copyrights, and trademarks.

C. Information Security
Suppliers must protect the confidential and proprietary information of others, including personal information, from unauthorized access, destruction, use, modification and disclosure, through appropriate physical and electronic security procedures. Suppliers should be aware of Federal government bans on applications by Kaspersky Labs and ByteDance (TikTok) within their own information system. Suppliers must comply with all applicable data privacy laws. Suppliers shall assure extension of this requirement to all sub-tier sources they employ.

D. Insider Trading
Our suppliers must not use material, non-public information obtained in the course of business as the basis for trading or for enabling others to trade in the securities of our company or those of any other company.

ENVIRONMENT, HEALTH AND SAFETY

We expect our suppliers to operate in a manner that actively manages risk, minimizes waste, and protects the environment. We expect our suppliers to apply environmental management system principles to establish a systematic approach to the management of risks/hazards and opportunities associated with the environment, including potential risk from regulatory non-compliance, reputational loss, and opportunities for business growth through operational and product stewardship.

We expect our suppliers to remain current and comply with all applicable environmental, health and safety laws, regulations, and directives. Suppliers should protect the health, safety, and welfare of their employees, visitors, and others who may be affected by their activities.

GLOBAL TRADE COMPLIANCE

A. Security
When applicable, Suppliers are encouraged to implement practices and procedures to ensure the security of their supply chains in accordance with the Customs-Trade Partnership Against Terrorism initiative of the United States Department of Homeland Security.

B. Import
We expect our suppliers to ensure that their business practices are in accordance with all applicable laws, directives and regulations governing the import of parts, components, and technical data.

C. Export
We expect our suppliers to ensure that their business practices are in accordance with all applicable laws, directives and regulations governing the export of parts, components, and technical data. These include the International Traffic in Arms Regulation (ITAR) and the Export Administration Regulations (EAR) and Defense Federal Acquisition Regulations Supplement (DFARS), as well as foreign export control regulations. Suppliers shall provide truthful and accurate information and obtain export licenses and/or consents where necessary.

D. Anti-Boycott
Our suppliers must not participate in, cooperate with, or further the cause of any unsanctioned foreign economic boycott, in accordance with the Export Control Reform Act of 2018 and the 1976 Tax Reform Act.

E. Conflict Minerals
Suppliers must adhere to federal laws and regulations regarding conflict minerals (gold, tantalum, tin, and tungsten) as well as hexavalent chromium present within supplies. We expect our suppliers whose products contain these minerals to conduct due diligence on the source and chain of custody and also to support efforts to eradicate the use of conflict minerals which directly or indirectly finance or benefit armed groups in the Democratic Republic of Congo or adjoining countries. US stock listed companies manufacturing or contracting to manufacture products containing conflict minerals must make specialized disclosure and file reports as required by the US Securities and Exchange Commission.

QUALITY

Suppliers must take due care to ensure their work product meets our company’s quality standards. We expect our suppliers to have in place quality assurance processes to identify defects and implement corrective actions, and to facilitate the delivery of a product whose quality meets or exceeds the contract requirements. Counterfeit Parts We expect our suppliers to develop, implement, and maintain methods and processes appropriate to their products to minimize the risk of introducing counterfeit parts and materials into deliverable products. Effective processes should be in place to detect counterfeit parts and materials, provide notification to recipients of counterfeit product(s) when warranted, and exclude them from the delivered product.

ETHICS PROGRAM EXPECTATIONS

A. Whistleblower Protection
We expect our suppliers to provide their employees with avenues for raising legal or ethical issues or concerns without fear of retaliation. We expect our suppliers to take action to prevent, detect, and correct any retaliatory actions.

B. Consequences for Violating Code
In the event of a violation of any of the above expectations, we may pursue corrective action to remedy the situation. In the case of a violation of law or regulation, we may be required to report those violations to proper authorities. We reserve the right to terminate our relationship with any supplier under the terms of the existing procurement/purchasing contract.

C. Ethics and Compliance Policies
Commensurate with the size and nature of their business, we expect our suppliers to have management systems in place to support compliance with laws, regulations, and the expectations related to or addressed expressly within this Supplier Code of Conduct. This should include measures to address their compliance within these standards and take appropriate action to correct identified deficiencies. We encourage our suppliers to implement their own
written code of conduct and to flow down the principles of a code of conduct to the entities that furnish them with goods and services.

Mandatory FAR/DFARS Flowdown Clauses

Commercial Supplies, Services and Commercial-Off-The-Shelf (COTS) Orders

The following regulations apply to all orders when the ultimate buyer or end-user is the US Federal government.
The full text of the Federal Acquisition Regulations (FAR) and the Defense Federal Acquisition Regulations
Supplement (DFARS) can be found at the links below:

http://acquisition.gov/comp/far/index.html
http://www.acq.osd.mil/dpap/dars/dfarspgi/current/index.html

To make these clauses applicable to this purchase order unless otherwise specified, the terms “Government”
shall mean Atlas North America, LLC, “Contracting Officer” shall mean Atlas’ purchasing representative(s),
“Contract” shall mean this purchase order, and “Contractor” shall mean Supplier. “Purchase Order Price”
price means the total price for all line items on the Purchase Order. “Commercial product”, “commercial
service”, and “commercially available off-the-shelf (COTS) item” all are defined at FAR clause 2.101. By
acknowledging or performing the purchase order, Supplier agrees to comply with the following clauses.

**Clauses not applicable for order type, total dollar amount of purchase order, etc. shall not be removed from this document and will be considered by all parties to be without force and effect.**

Federal Acquisition Regulations (FAR) Clauses Incorporated by Reference–
For Orders Less Than $250,000

Clause No. Description
52.202-1 Definitions
52.204-10 Reporting Executive Compensation and First-Tier Subcontract Awards (applies to all orders  exceeding $30,000 and only to those suppliers meeting specific financial thresholds)
52.211-5 Material Requirements (for supply orders only)
52.211-14 Notice of Priority Rating for National Defense, Emergency Preparedness, and Energy Program Use (applies to orders for supplies and services that contain a DPAS rating)
52.211-15 Defense Priority and Allocation Requirements (DPAS) (applies to a Government order that has a DPAS rating)
52.212-4 & Alt I Contract Terms and Conditions—Commercial Items
52.225-13 Restrictions on Certain Foreign Purchases
52.225-18 Place of Manufacture
52.232-39 Unenforceability of Unauthorized Obligations
52.233-3 Protest after Award
52.233-4 Applicable Law for Breach of Contract Claim
52.243-1, Alt I & II Changes—Fixed Price
52.244-6 Subcontracts for Commercial Products and Commercial Services
52.249-1 Termination for Convenience of the Government (Fixed-Price)(Short Form)
52.249-4 Termination for Convenience of the Government (Services)(Short Form)
52.252-2 Clauses Incorporation by Reference
252.204-7000 Disclosure of Information (applies to unclassified information deemed too sensitive or inappropriate for public release)
252.211-7003 Item Unique Identification and Valuation
252.225-7001 Buy American Act and Balance of Payments Program
252.225-7002 Qualifying Country Sources as Subcontractors
252.225-7012 Preference for Certain Domestic Commodities (supply of American-made fibers and woven products)
252.227-7015 Technical Data-Commercial Items
252.244-7000 Subcontracts for Commercial Items
252.246-7003 Notification of Potential Safety Issues
252.246-7007 Contractor Counterfeit Electronic Parts Detection and Avoidance Systems
252.246-7008 Sources of Electronic Parts
252.249-7002 Notification of Anticipated Contract Terminations or Reductions
252.247-7023 Transportation of Supplies by Sea