SEQUOIA DEFENSE, LLC

PURCHASE ORDER TERMS AND CONDITIONS

Applicability: These terms and conditions apply to all purchase orders issued by Sequoia Defense to its Sellers unless otherwise mutually agreed upon in writing.

1. Acceptance of Purchase Order

The Seller's acknowledgment of this purchase order, or commencement of performance, constitutes acceptance of these terms and conditions. The Seller must acknowledge the PO and accept Sequoia Defense’s offer within five (5) business days after Seller’s receipt thereof.

2. Delivery of Purchase Order

If delivery of goods or services is not completed by the dates specified on the PO, Sequoia Defense may, without liability, terminate the PO by notice effective when received by the Seller as to goods not yet shipped or services not yet rendered. 

If Seller becomes aware of any circumstances that are likely to give rise to delay in delivery, Seller shall immediately notify Sequoia Defense in writing stating the reason for the delay and a new time of delivery, which shall be subject to written acceptance by Sequoia Defense. 

3. Quality Management System

Sellers must maintain a quality management system compliant with ISO9001 and, where applicable, AS9120 standards. Sequoia Defense reserves the right to verify compliance through audits or assessments.

4. Product Conformity and Control

  • All products and services must conform to the specified requirements.

  • The Seller must notify Sequoia Defense of any nonconforming products and obtain approval for disposition.

  • The Seller must notify Sequoia Defense of changes in product, processes, Sellers, or manufacturing location.

  • The Seller agrees to provide a certificate of conformity, test reports, or authorized release certificates, as applicable. 

  • The Seller agrees to use customer-designated or approved external providers, including processes sources (e.g. special processes). 

5. Counterfeit Parts Prevention

Sellers must implement a counterfeit parts prevention program in accordance with industry standards to ensure the authenticity of delivered products.

6. Right of Access

Sequoia Defense, its customers, and regulatory authorities reserve the right to access the Seller's facilities and applicable records to verify compliance with purchase order requirements.

7. Record Retention

Sellers must retain all records related to the purchase order for a minimum of 10 years, unless otherwise specified, and provide access to these records upon request.

8. Flowdown of Requirements

Sellers must flow down all applicable requirements, including customer and regulatory requirements, to their sub-tier Sellers.

9. Packaging

Sellers must ensure that products are packaged to prevent damage during transit and delivered in accordance with the schedule specified in the purchase order. A complete packing list shall be enclosed with all shipments. Seller shall mark packages with necessary shipping information, including loading and lifting requirements, and include the Sequoia Defense-provided PO number, item number, date of shipment, and names and addresses of consignor and consignee.

10. Confidentiality

All information provided by Sequoia Defense must be kept confidential and used solely for the purpose of fulfilling the purchase order.

11. Compliance with Laws and Regulations

Sellers must comply with all applicable laws, regulations, and standards, including but not limited to export control laws, product safety, environmental regulations, and ethical behavior. Seller must notify Sequoia Defense if export control laws or regulations restrict any deliverable work under the PO.

12. Termination

Sequoia Defense reserves the right to terminate the purchase order, in whole or in part, at any time for cause, with appropriate notice to the Seller.

13. Dispute Resolution

Any disputes arising under this purchase order shall be resolved through negotiation between the parties. If unresolved, disputes shall be settled through arbitration in accordance with the rules of the American Arbitration Association.

14. Payment

The Seller will issue an itemized invoice for the price of the items in accordance with the PO. Unless another currency is specified on the PO, all monetary amounts are deemed to be expressed in US dollars ($). 

These terms and conditions are subject to change. The most current version will be available on our website at www.sequoiadefense.com. 

By adhering to these terms, Sequoia Defense Defense ensures alignment with industry best practices and compliance with ISO9001:2015 and AS9120 RevB (2016) standards.