The following terms and conditions apply to all purchase orders:

1. Seller shall provide and maintain a quality control system acceptable to Buyer, and consistent with the requirements and specifications of the purchase order.

2. Suppliers certified to ISO 9001, AS9100, ISO 17025, Nadcap or other management standard shall notify WNP of changes to certification status.

3. WNP measures supplier on-time delivery and quality performance. Any issues with these metrics may result in corrective action requests. WNP periodically requests suppliers to update their profile and quality management system information via a survey. Performance information will be forwarded at that time.

4. Willington Nameplate, our customers, and applicable regulatory authorities reserve the right to enter a subcontractor’s (or sub-tier subcontractor’s) facility and have access to records in order to perform a verification of the product and quality system that is applicable.

5. The supplier must notify WNP of any nonconforming product, process, and/or service. The supplier must make arrangements for WNP approval of supplier nonconforming product. Buyer may hold materials which do not conform to the purchase order or referenced specification. This is at Seller’s expense and is subject to Seller’s disposition and may be subject to refund of the price of any or all such rejected materials.

6. 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.

7. Supplier shall bear all costs, charges and expenses related to pre-registration, registration, evaluation and authorization under the REACH Regulation of the chemical substances that are the subject of the Order.

8. The supplier must flowdown to sub-tier suppliers, the applicable requirements in the purchasing documents including statutory and regulatory requirements and key product and/or process characteristics where required. These requirements shall be cascaded down the supply chain.

9. The supplier must have processes for prevention of the use of counterfeit parts.

10. The supplier must notify WNP of changes in the product, process, and/or service; changes of sub-tier suppliers, changes of manufacturing facility location, and when required obtain WNP approval.

11. The supplier must deliver records in accordance with the requirements of this order. The supplier must retain and maintain all records associated with this order for a minimum of 10 years or as otherwise required.

12. The supplier(s) must make persons contributing to Willington Nameplate’s purchase order aware of their contribution to product or service conformity, their contribution to product safety (if applicable), and the importance of ethical behavior.

13. The supplier shall ensure the competence and required qualifications of any person(s) performing work that will affect WNP and WNP’s customer.

14. All calibrations must be conducted in accordance with ISO 10012 and reported in accordance with ISO 10012, Section 7.1.4.

Form – F-06-01, Terms and Conditions of Purchase

Rev. 5
February 25, 2020