1. Product Condition and Authenticity

Product shall be new and unused, in original manufacturer packaging, free from defects, and authentic original manufacturer product unless otherwise specifically authorized in writing by Freedom USA.

2. ESD Packaging

All ESD-sensitive product shall be handled, packaged, and shipped using appropriate ESD protective methods. Where applicable, Seller shall maintain an ESD control program, with preference for compliance to ANSI/ESD S20.20 or an equivalent recognized standard.

3. Manufacturer Specifications and Certificate of Conformance

All product shall conform to the original manufacturer’s specifications and contain applicable original part number markings, manufacturer identification, date/lot codes, and other required markings. A Certificate of Conformance (C of C) is required when specified by the Purchase Order.

4. Product Guarantee

Seller guarantees product for electrical performance, form, fit, function, authenticity, and conformity to applicable Purchase Order requirements.

5. Confidentiality

Purchase Order information and related communications are intended for the authorized recipient and shall be protected from unauthorized disclosure where required by contract or applicable law.

6. Component Condition

All component products shall be new and unused and, unless otherwise approved in writing, contained in original manufacturer packaging. Refurbished product, previously programmed product, product with bent, formed, damaged, or oxidized leads, test dots, test markings, evidence of prior use, or other unauthorized alteration may be rejected.

7. Date Code Requirements

Unless otherwise specified on the Purchase Order, product date codes shall be no more than eighteen (18) months old.

8. Programmable Devices

All programmable devices shall be free of previous programming unless otherwise specifically required or approved in writing by Freedom USA.

9. Inability to Meet Purchase Order Requirements

Seller shall notify Freedom USA prior to shipment if unable to meet any Purchase Order requirement, including changes involving quantity, part number, manufacturer, manufacturing source, date code, delivery date, product condition, or other specified requirement. No deviation is permitted without prior written authorization from Freedom USA.

10. Warranty and Nonconforming Product

In addition to any standard warranty, Seller warrants that goods are free from defects and conform to applicable Purchase Order requirements. Freedom USA may reject nonconforming merchandise and require, at Freedom USA’s option, replacement, credit, or full refund.

11. Mixed Date Codes

Unless otherwise stated on the Purchase Order, mixed date codes within individual reels, cut tape, trays, or tubes will not be accepted.

12. Fit, Form, and Function

All parts supplied by Seller shall meet the original manufacturer’s specifications for fit, form, and function for a minimum of sixty (60) days unless a longer warranty is otherwise specified.

13. Counterfeit Warranty

There is no warranty time limitation for product subsequently determined to be counterfeit, fraudulent, or otherwise misrepresented as authentic.

14. Substitutions and Changes

No substitutions, alternate manufacturers, alternate part numbers, changes, or deviations are permitted without prior written approval from Freedom USA.

15. Delivery Requirements

Freedom USA reserves the right to cancel, reject, or return an order if shipment does not conform to the quantities, delivery method, delivery date, or other requirements stated on the Purchase Order.

16. Purchase Order Identification

The applicable Freedom USA Purchase Order number shall appear on all shipping containers, packing slips, invoices, Certificates of Conformance, and other applicable shipment documentation.

17. Shipment Insurance

Do not insure shipments unless otherwise instructed by Freedom USA. Freedom USA maintains its own insurance; binder information is available upon request.

18. Counterfeit / Suspect Parts Policy

Freedom USA reserves the right to identify, segregate, seize, and quarantine suspected counterfeit, fraudulent, or suspect unapproved product received from Seller. Suspect product may be submitted to the intellectual property holder, Original Component Manufacturer (OCM), qualified test laboratory, customer, GIDEP when applicable, and/or appropriate regulatory or governmental authorities for evaluation, reporting, confiscation, or disposition as applicable. If product furnished by Seller is determined to be counterfeit or fraudulent, Seller shall reimburse Freedom USA for the purchase price and applicable shipping, testing, investigation, and related costs.

19. Definition of Counterfeit / Suspect Product

Counterfeit or suspect product includes, but is not limited to: (a) substitutes or unauthorized copies of a product; (b) product represented by a manufacturer’s part number, date code, manufacturer identification, logo, or trademark where materials, construction, identity, or performance have been altered or misrepresented by a party other than the manufacturer; (c) substandard or nonconforming product misrepresented by the supplier; and (d) product that has been re-topped, recoated, remarked, resurfaced, altered, or otherwise modified to misrepresent its identity, condition, origin, or authenticity.

20. Authenticity Assurance

If Seller is not confident that product is authentic and fully compliant with the Purchase Order requirements, Seller shall not ship the product to Freedom USA and shall immediately notify Freedom USA.

21. Overseas Supplier Testing

Unless otherwise approved or specified by Freedom USA, electronic parts purchased from overseas or other sources identified by Freedom USA as elevated authenticity risk may be subject to additional inspection, testing, or authentication prior to acceptance.

22. Processes, Products, Services, and Technical Requirements

Seller shall ensure that all processes, products, and services provided conform to requirements specified on the Freedom USA Purchase Order, including applicable technical data, specifications, drawings, process requirements, work instructions, customer requirements, and statutory/regulatory requirements. Seller shall comply with Freedom USA requirements for approval of: (a) products and services; (b) methods, processes, and equipment; and (c) release of products and services.

23. Personnel Competence and Qualifications

Seller shall ensure personnel performing work affecting product or service conformity are competent based on appropriate education, training, skills, experience, and/or qualifications. Where specific qualifications or certifications are required, Seller shall ensure they are maintained and documented.

24. External Provider Interaction

Seller shall cooperate with Freedom USA regarding Purchase Order requirements, quality concerns, corrective actions, investigations, product verification, documentation requests, and other activities necessary to ensure conformity.

25. Supplier Performance Monitoring

Seller performance may be monitored and evaluated by Freedom USA based on criteria including product quality, delivery performance, documentation accuracy, responsiveness, nonconformities, corrective-action performance, and compliance with Purchase Order requirements. Unacceptable performance may result in corrective action, increased inspection/testing, conditional approval, suspension, or removal from the Approved Supplier List.

26. Verification or Validation at Seller’s Facility

Freedom USA, Freedom USA’s customer, and/or applicable regulatory authorities reserve the right to perform verification, validation, inspection, surveillance, or audit activities at Seller’s premises when necessary. Such activities do not relieve Seller of responsibility for providing conforming products and services.

27. Test, Inspection, and Verification

Seller shall perform all applicable tests, inspections, and verification activities necessary to ensure products and services conform to Purchase Order requirements. When specified, Seller shall provide inspection/test results, Certificates of Conformance, traceability documentation, or other objective evidence of conformity.

28. Statistical Techniques and Product Acceptance

When statistical techniques are used for product inspection, testing, verification, or acceptance, Seller shall use appropriate recognized methods and maintain applicable acceptance criteria and records. Freedom USA may specify sampling plans, inspection levels, acceptance criteria, or other verification requirements.

29. Quality Management and Supplier Control Requirements

Where applicable, Seller shall: (a) implement and maintain an appropriate quality management system; (b) use Freedom USA-designated, customer-designated, or otherwise approved external providers/process sources when required; (c) immediately notify Freedom USA of nonconforming processes, products, or services and obtain written approval prior to disposition or shipment; (d) prevent the use, acceptance, or delivery of suspect, unapproved, fraudulent, or counterfeit parts; (e) notify Freedom USA prior to changes affecting processes, products, services, external providers, manufacturing source/location, or other conditions affecting conformity; (f) flow down all applicable Freedom USA, customer, statutory/regulatory, quality, counterfeit prevention, traceability, and technical requirements to applicable sub-tier suppliers; (g) provide test specimens, samples, documentation, or other items required for approval, inspection, verification, investigation, testing, or auditing; and (h) retain documented information and quality records in accordance with applicable requirements.

30. Record Retention and Disposition

Unless otherwise specified on the Purchase Order, Seller shall retain all applicable quality, purchasing, inspection, testing, traceability, Certificate of Conformance, and product-related records associated with Freedom USA Purchase Orders for a minimum of fifteen (15) years. Records shall remain legible, identifiable, retrievable, and protected from damage, deterioration, unauthorized alteration, or unintended destruction, and shall be made available to Freedom USA upon request. Where a longer customer, contractual, statutory, or regulatory retention period applies, the longer period shall govern. After expiration, records shall be disposed of in a controlled manner.

31. Right of Access

Seller shall provide Freedom USA, Freedom USA’s customers, and applicable regulatory authorities right of access to applicable areas of facilities, applicable documented information, records, products, processes, and personnel associated with a Freedom USA Purchase Order, at any applicable level of the supply chain. Seller shall flow this requirement down to applicable sub-tier suppliers.

32. Special Requirements, Critical Items, and Key Characteristics

Seller shall comply with all special requirements, critical items, and key characteristics identified by Freedom USA, its customer, the OCM/OEM, applicable drawings, specifications, Purchase Order requirements, or other contractual documentation. Seller shall implement appropriate controls and flow applicable requirements to sub-tier suppliers. Objective evidence of conformity shall be provided when required.

33. Product Safety

Seller shall plan, implement, and control processes necessary to assure product safety, as applicable to the products and services provided. Seller shall ensure applicable personnel understand their product-safety responsibilities and shall immediately notify Freedom USA of known or suspected product-safety issues affecting supplied product. Applicable product-safety requirements shall be flowed down to sub-tier suppliers.

34. Personnel Awareness and Ethical Behavior

Seller shall ensure personnel performing work associated with Freedom USA Purchase Orders are aware of: (a) their contribution to product and service conformity; (b) their contribution to product safety; and (c) the importance of ethical behavior.

35. Counterfeit and Suspect Unapproved Parts Prevention

Seller shall establish and maintain appropriate processes to prevent the purchase, acceptance, use, and delivery of counterfeit, fraudulent, or suspect unapproved parts. Seller shall purchase from the OCM/OEM, authorized/franchised distributors, or other approved sources whenever required. When product is obtained from an independent or non-authorized source, Seller shall provide all available traceability documentation and cooperate with additional inspection, testing, or authentication requirements. Seller shall immediately notify Freedom USA if suspect product is known or believed to have been supplied and shall identify, segregate, and control such product pending investigation and disposition. These requirements shall be flowed down to applicable sub-tier suppliers.

36. Supplier Change Notification

Seller shall notify Freedom USA prior to shipment of any proposed change that could affect conformity, authenticity, traceability, fit, form, function, reliability, or quality. Changes include manufacturer/manufacturing source, manufacturing location, external provider/sub-tier supplier, part number/configuration, materials, processes/methods, quantity, date code/lot, delivery date, product condition, or applicable certifications/approvals. No such change is permitted without prior written approval when approval is required.

37. Certificate of Conformance and Traceability

When required by the Purchase Order, Seller shall provide a Certificate of Conformance and applicable traceability documentation sufficient to identify, as applicable, the original manufacturer, manufacturer part number, lot/date code, quantity, seller/source, Purchase Order or transaction information, and applicable certifications or inspection/test documentation. Records shall be maintained in accordance with the retention requirements herein.

38. Conflict of Requirements

In the event of a conflict between these Terms & Conditions, the Purchase Order, customer-specific requirements, drawings, specifications, or applicable statutory/regulatory requirements, Seller shall notify Freedom USA and obtain clarification prior to shipment. Seller shall not independently deviate from or modify an applicable requirement without prior written authorization from Freedom USA.

ADDITIONAL TERMS & CONDITIONS FOR VALUE-ADD SERVICE PROVIDERS

When a Purchase Order includes value-added processing, testing, programming, alteration, special processing, inspection, or other outsourced services, all applicable requirements above remain in effect. Additional service-specific requirements identified on the Purchase Order, drawing, specification, statement of work, or customer flow-down shall also apply.

Purpose. The following requirements clarify Freedom USA’s supplier flow-down expectations under AS9120B Section 8.4.3. These requirements apply when relevant to the product, service, Purchase Order, customer requirement, or statutory/regulatory obligation.

AS9120B SECTION 8.4.3 – INFORMATION FOR EXTERNAL PROVIDERS

Purpose. The following requirements clarify Freedom USA’s supplier flow-down expectations under AS9120B Section 8.4.3. These requirements apply when relevant to the product, service, Purchase Order, customer requirement, or statutory/regulatory obligation.

39. Design and Development Control

Where design and development activities are performed by the Seller as part of a Freedom USA Purchase Order, the Seller shall comply with all applicable Freedom USA, customer, contractual, statutory, and regulatory design and development control requirements. Design and development changes shall not be implemented without required notification and approval. Where the Seller does not perform design and development activities, this requirement is not applicable.

40. Applicability of Purchase Order Flow-Down Requirements

Freedom USA shall communicate applicable purchasing requirements before communicating the order to the external provider. Seller is responsible for reviewing the Purchase Order and these Terms & Conditions and for obtaining clarification from Freedom USA before acceptance or shipment when a requirement is unclear, conflicting, or cannot be met.

AS9120B 8.4.3 Compliance Matrix

Audit Note: This matrix is an internal cross-reference aid. Actual applicability is determined by the specific Purchase Order, product/service, customer flow-downs, and statutory/regulatory requirements.