April 25, 2022

Supplier Terms and Conditions

Supplier Terms and Conditions Agreement – AS9100D
BRM Industries
General: As a supplier to BRM Industries, it is understood that your organization agrees to meet the following stipulations /
AS9100D requirements whenever an BRM Industries Purchase Order specifies that the order is for an aerospace application/job
(or contains some similar aerospace/AS9100D reference). These requirements are, therefore, to be considered as terms and
conditions to all aerospace purchases.
Supplemental Purchase/Change Order Notes – Outside Production: Work under this order is subject to BRM Industries
and/or customer’s surveillance at seller’s plant. BRM Industries quality control representatives may elect to conduct inspection
either on a surveillance basis or to the extent of 100% inspection. Sellers are notified if BRM Industries inspection is to be
conducted on specific shipments. No shipments are to be held for BRM Industries inspection unless notification is received prior
to shipment of parts.
1) Where required on the BRM Industries Purchase Order, its suppliers must use BRM Industries customer-approved special process sources.
2) BRM Industries is to be contacted (by the supplier) in the event of nonconforming product/material. Arrangements for the approval of
supplier nonconforming product/material must be as directed by a Quality manager or designee of BRM Industries
3) Furthermore, the supplier is required to notify BRM Industries of any changes to a product and/or process and to obtain approval from an
authorized BRM Industries manager or designee (if applicable).
4) BRM Industries, their customers, and regulatory authorities retain the right of access to all supplier facilities at any level of the supply chain
involved in the aerospace order and to all applicable records.
5) The AS9100D standard requires that all applicable customer/regulatory/AS9100D requirements flow-down to sub-tier suppliers (includes
requirements in the purchasing documents and key characteristics). However, BRM Industries requires all aerospace suppliers who subcontract
any product or process to a sub-tier supplier to use the customer approved supplier list. If there is no customer approved supplier for that
product or service, then supplier must obtain BRM Industries written consent.
6) Aerospace suppliers must have a formal documented process on its Business Continuity Plan in case of a crisis or emergency situation. BRM
Industries is afforded the right to review suppliers’ Business Continuity Plan on an as needed basis which could occur at the suppliers’ premises
or be asked to send a copy to BRM Industries for review.
7) BRM Industries performs inspection activities to ensure that purchased product meets purchase requirements. They may include: a) Receiving
inspections (supplier products / services / documents) may be/are performed by a designated employee. BRM Industries verifies the
authenticity of the appropriate certificate of conformity, material certificates, etc. and other accompanying documentation by review and
comparison (as is appropriate) to the drawing and/or industry specifications or by other means. When necessary, BRM Industries or its
Customer may inspect or audit at the supplier’s facility. i) BRM Industries either inspects per ASQR-20.1 AQL Percent 2.5 b) Furthermore,
products are inspected to ensure they meet requirements (dimensions, etc.) and the results are recorded (as appropriate). All special processes
(anodizing, heat treat, etc.) where the compliance cannot be verified by inspections require a Certificate of Conformity.
8) When appropriate, BRM Industries may delegate the inspection authority to one of its approved suppliers. BRM Industries communicates any
additional inspection requirements (including approved monitoring and measurement equipment/methods) not covered in item 7 above and
BRM Industries maintains a record of those approved to carry out such inspections.
9) When BRM Industries or its customer intends to perform verification at the supplier’s premises, BRM Industries will first state the intended
verification arrangements and the method of product release. This information is communicated on the BRM Industries Purchase Order or via
another acceptable purchasing arrangement.
10) Where specified in the contract, BRM Industries customer or customer’s representative is afforded the right to verify at the supplier’s
premises and BRM Industries’ premises that subcontracted product conforms to specified requirements. Verification by the customer is not
used by BRM Industries as evidence of effective control of quality by the supplier and shall not absolve BRM Industries or its supplier of the
responsibility to provide acceptable product, nor shall it preclude subsequent rejection by the customer.
11) To prevent the purchase of counterfeit or suspect/unapproved products and to ensure product identification and traceability (and for other
reasons), BRM Industries institutes controls that include the requirement of Material Certificates, Certificates of Conformity, and/or other
supporting documentation from its suppliers as is appropriate. These requirements may be specified on BRM Industries’ Purchase Order or may
otherwise be communicated to the supplier.

12) Records related to this contract are available for review by BRM Industries, our customers, and regulatory authorities in accordance with
contract or regulatory requirements. Records are retained for a minimum of ten (10) years, in either paper or electronic form, and are
destroyed as appropriate after retention requirements have been met”.
13) BRM Industries may require specific actions where timely and/or effective corrective actions to a supplier’s issue(s) are not achieved. These
actions may include but are not limited to any or all of the following: withholding payment until the issue is resolved, removal of the supplier
from BRM Industries’ Approved Supplier List, and legal actions.
14) Delivery: Parts are delivered F.O.B. BRM Industries, Tolland, CT. The shipments are delivered as Buyer requests (ground or air). Any delivery
schedule specified by BRM Industries governs unless the supplier specifies its schedule and notifies BRM Industries in a timely manner. If
supplier objects to BRM Industries’ schedule changes, the parties shall agree upon a schedule. If the parties fail to agree within a reasonable
time, either may cancel the Order and supplier pays BRM Industries all costs reasonably incurred by BRM Industries with this Order prior to
cancellation.
15) Indemnification: Supplier agrees to defend, indemnify and save harmless BRM Industries, its officers, agents, successors, assigns and
customers against all claims, demands, damages, costs, expenses, attorneys’ fees or liability of any kind which arise from, or are related in any
way to: (1) the actual or alleged infringement of any trade name, trademark, copyright or patent, or the misappropriation of any trade secrets or
confidential information arising in connection with the possession, sale or use of the goods delivered, or services rendered, to BRM Industries
under this Agreement; (2) injuries or damages to any person or property arising from the performance of services for BRM Industries, if this
Agreement calls for the performance of such services; (3) the performance of this Agreement by Supplier or any agent or subcontractor of
Supplier; and/ or (4) the claims of third parties relating to or arising in connection with services performed and/or the goods delivered under
this Agreement. Supplier further agrees, upon receipt of notification from BRM Industries to promptly assume full responsibility for the defense
of any and all such claims, suits, actions or proceedings for which Supplier is obligated to provide indemnification under this Section.
16) Supplier must flow down controls listed in the agreement and any other appropriate controls to their direct and sub-tier suppliers, and
ensure their employees are aware of their contribution to product/service conformity, product safety, and the importance of ethical behavior.
Supplier should be prepared to provide BRM Industries evidence of such communication if requested.
17) Payment: Payment is made in U.S. dollars and is due within agreed upon payment terms (defined as FOB BRM Industries Dock, Tolland, CT).
18) Packing: Supplier packs the parts as specified by BRM Industries
19) Excusable Delay: Supplier is not liable for nor deemed to be in default on account of delays of any parts due to the following: Event that is
caused solely by the effect of nature or natural causes and is beyond the supplier’s control.
20) Title and risk of loss: BRM Industries will not take title and risk of loss or damage to parts until received into BRM Industries’ Inventory.
Furthermore, supplier is held liable for the full value of all parts ruined/damaged beyond repair by supplier.
21) Modification: No modification of the order shall be binding on BRM Industries unless agreed to in writing, and signed by an authorized
representative of BRM Industries
22) Applicable law: All Orders are governed by the laws of the state of Connecticut unless otherwise specified in writing by BRM Industries.