SUPPLEMENTAL PURCHASE ORDER CONDITIONS (SPOC)

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This document is controlled by the Valve Research & Manufacturing Company (VRM) Quality Assurance Department and is subject to revision (indicated by date) without revising the basic QP 6.0. This document will be distributed internally and to each affected supplier.

The latest, most current issue of all specifications and regulatory documents referenced herein shall apply.

It is the practice of Valve Research to reference these Supplemental Purchase Order Conditions (SPOC) on the face of purchase orders issued to suppliers. Each SPOC has been assigned a unique number and only those numbers that are applicable to the purchase order will appear. A supplier’s failure to comply with all purchase order requirements, including SPOCs, may result in the shipment not being accepted and returned to the supplier.

* NEW UPDATE 

 - GENERAL SUPPLIER WORKMANSHIP - GP 008 - 09/01/2023 - DOWNLOAD

 

101	Manufacturer's Catalog, Drawing, etc. | top | Supplier shall furnish one (1) each of manufacturer's catalog, or drawing, fully descriptive of the item being supplied on this order, with the first shipment of the item.
103	Priority Rating | top | This is a rated order certified for national defense use and you are required to follow all of the provisions of the Defense Priorities and Allocation System regulation (15 CFR 700). See Purchase Order call out for appropriate priority rating. (i.e. DO-A1, DX-A1, DO-A4)
201	Supplier's Quality System | top | Supplier's Quality System must comply with the requirements of Specification AS9100.
202	Supplier's Quality System | top | Supplier's Quality System must comply with the requirements of Specification ISO 9001:2015.
203	Supplier's Inspection System | top | Supplier's Inspection System must comply with the requirements of Specification MIL-I-45208.
205	Supplier's Inspection System | top | Supplier shall perform, or have performed, all inspection necessary to assure that the material or services offered for acceptance conform to all purchase order requirements. The supplier's system shall also include: compliance to ANSI Z5-40.1; identification and control of nonconforming material; and response to corrective action requests. VRM and the Government reserve the right to verify, at VRM or Supplier's facility, compliance to all contractual requirements.
207	Supplier's Inspection System | top | No formal inspection system required. Supplier must respond to corrective action requests. VRM and the Government reserve the right to verify, at VRM or Supplier's facility, compliance to all contractual requirements.
209	Customer/Government Review | top | During performance of this order, Supplier’s Quality Control or Inspection System and manufacturing processes are subject to review, verification and analysis by authorized Customer/Government Representatives.
211	Nonconforming Material | top | Unless written authorization is given, by VRM Quality Assurance, Supplier shall deliver materials and/or equipment in complete conformance with the contract requirements. Supplier shall notify VRM, in writing, of any nonconformance found to a purchase order or drawing requirement. Lots or units found to be nonconforming as a result of VRM inspection may be returned to the supplier. Valve Research reserves the right to debit any supplier for repair costs or for replacement costs (labor and material) of nonconforming material.
213	Corrective Action | top | In the event parts and/or processes for parts furnished on this order are rejected and corrective action is requested by VRM Quality Assurance, Supplier shall respond with positive corrective action by the "Due Date" established on the C.A.R.E. form.
215	Certificate of Conformance | top | Supplier shall submit with each shipment a certification worded substantially as follows: "This is to certify that all articles delivered under this order conform to all applicable drawings, specifications, AN, MIL, NAS, etc. and evidence of such is on file and subject to buyer’s examination." As a minimum, the certification shall include: VRM Purchase Order number; VRM part number and revision level, if applicable; Manufacturer's part number, if applicable; Quantity furnished, and serial numbers, if applicable; Signature of Supplier representative and date; and Purchase Order line item number.
217	Specification Compliance | top | Supplier warrants that adequate data, showing that all components and materials used in the articles furnished on this order comply with specified chemical and physical properties, is on file and subject to examination by VRM. Supplier further warrants that articles furnished are in compliance with all applicable specifications, current as of the date of this order.
219	Data Sheets and/or Test Reports | top | Supplier shall furnish test results (data sheets) for each item on this order that require functional test.
221	VRM Furnished Gaging | top | VRM to furnish special gaging for this order. Supplier is responsible to properly maintain, use and assure the accuracy of the furnished gaging while in their possession. All furnished gaging must be returned to VRM upon completion of the order, unless otherwise directed by authorized VRM personnel.
223	Supplier Furnished Raw Material | top | Each lot of material shipped shall be accompanied by test reports verifying the chemical and physical properties of the material to the applicable material specification (latest revision). Certifications must contain all of the data/test values as established by the pertinent specification. The certifications shall also include the mill source and the material heat number. If supply house certifications are submitted in lieu of the mill certifications, they must contain all of the pertinent information as reported by the mill source. Material must be produced by a domestic source or obtained from a country with whom the United States has a Bilateral Airworthiness Agreement (Ref. Advisory Circular 21-18). Exception: Unless otherwise specified, certifications stating the chemical and physical ranges are acceptable for aluminum alloys, core iron, and nonmetallic materials only.
224	VRM Supplied Material | top | VRM to supply the raw material for this order. Supplier shall maintain control and traceability of all of the VRM supplied material. Parts produced by Supplier shall be traceable to the lot of raw material that was used. Supplier shall return to VRM all acceptable parts, scrap parts, and unused material. Supplier’s packing slip shall indicate the quantity of parts and material returned to VRM.
225	Use of Approved Sources | top | All special processes (anodize, heat treat, plating, etc.) shown on the VRM drawing may only be performed by a source that is approved by VRM for that specific process. Contact VRM Purchasing for information regarding approved sources.
227	Special Process Certification | top | A certification shall be submitted for each process performed to a VRM, industry, federal, or military specification (latest revision) that is specified on VRM drawing or Purchase Order. As a minimum, the certification shall include: specification and revision level, type, class, or grade (if applicable); date; process results (i.e. plating thickness, hardness, temperatures, time, etc.); quantity of parts processed and accepted; and signature of representative of the performing source.
229	Critical Process | top | This order is classified as a "critical process". No change shall be made in the process that would alter the process results or affect the product's form, fit, or function without prior purchaser approval. Form, fit, and function include: performance; reliability and maintainability; weight, balance, and moment of inertia; interface characteristics; and/or electromagnetic characteristics
231	Elastomer Cure/Assembly Data | top | When Supplier provides elastomeric parts and/or assemblies containing such parts, which have a limited life or are subject to age control, Supplier shall submit with each shipment a statement on the packing slip or certification specifying the cure date for each pertinent part and/or the assembly date for each assembly. Packages and containers, as well as assemblies and parts, shall be marked with the required dates, i.e. 1Q2017.
233	Records Retention | top | All quality records and related documents associated with a product manufactured or processed by a supplier shall be retained for a minimum of 25 years after the completion of the contract, unless otherwise directed by the purchase order.
235	Packaging and Preservation | top | All parts shall be adequately preserved and packaged as to prevent damage and deterioration in transit, and to assure that the parts are received at VRM in an acceptable condition. If parts are received from VRM in special containers, the same containers must be used when returning the parts to VRM. Unless otherwise specified, standard commercial packaging and preservation methods shall apply.
237	Government Source Inspection | top | Government inspection is required prior to shipment from your facility. Upon receipt of this order, promptly notify the Government Representative who normally services your facility so that appropriate planning for Government inspection can be accomplished. In the event the Government Representative or office cannot be located, notify VRM purchasing immediately.
238	Sampling Inspection | top | If sampling inspection is used for the acceptance of contracted products or services, the sampling plan shall be based upon ANSI/ASQ Z1.4 (latest revision). The plan used shall not be less stringent than Single Sampling Inspection Level II, unless otherwise specified. The acceptance number for all sampling functions shall be zero (C=0).
239	Right-of-Entry | top | VRM, our customers, and regulatory agencies have the right of entry to any place necessary to determine and verify the quality of contracted work, records, and material.
240	Key Characteristics | top | If key characteristics are shown on the VRM drawing, Supplier shall develop a process control plan to monitor and control the key characteristics. The plan shall be subject to approval by VRM. The plan shall include, as a minimum: key characteristics to be controlled; tolerance/parameter; point in the production cycle where measurements are taken; type of control charts/SPC techniques used; sample size; and frequency of measurements.
241	Lot Control Traceability | top | Supplier shall establish systems and controls which can provide complete traceability to raw material and processes for parts produced. The system shall be capable of identifying the raw material used in any given lot of product, as well as the acceptance records for that material.
242	Notification of Changes in Supplier Company Information | top | During performance of work relative to a VRM purchase order, Supplier shall give VRM written notice of any changes in facility location or company name, changes in senior and/or quality management, or other organizational changes that may affect product quality. Supplier shall flow down to subtier sources all applicable requirements of this order to assure compliance to all contractual requirements.
243	Flight Safety Part – Handle & Package With Care | top | The part or process on the order is classified as “Flight Safety” and contains Flight Safety Characteristics (FSC). FSCs shall be identified on the part drawing or documentation by “<FSC>”. The process and technique used to produce, or that affects, a FSC must be approved by VRM. Once approved, the process is considered frozen. No changes to an approved/frozen process or to the sequence of operations shall be made without written approval from VRM. Certification must attest to the fact that the parts/process was produced to an approved process, and indicate the revision level of the process. No MRB authority is granted for Flight Safety Parts. Manufacturing and inspection records relative to FSCs shall be available to VRM for a minimum of 40 years after delivery.
245	Prohibited Sources | top | VRM suppliers and/or sub-tier suppliers are prohibited from using any source listed on the U.S. Government System for Award Management (SAM), (ref. https://www.sam.gov) in the production of products to be delivered to VRM.
247	Training | top | Suppliers shall ensure that all personnel performing activities on VRM products that affect quality have been suitably trained. Personnel performing assigned tasks must be qualified on the basis of appropriate education, training, and/or experience. Supplier shall ensure that training records are maintained and available upon request.
249	Industry Specifications and Standards | top | For all Military, Federal, and Industry specifications and standards, Supplier shall comply with the revision in effect at the time the VRM purchase order is issued. VRM reserves the right to request a different revision that would be specified on the purchase order.
251	Travelers | top | Suppliers shall maintain a traveler or equivalent control mechanism that directs procedures appropriate for the control of quality and configuration through all stages of production. For VRM designed hardware, when VRM changes part numbers, dash numbers, or part number revisions AND there is work in process (WIP) for a given contract, the rework instructions shall be revised to address the pertinent changes.
253	First Article Inspection Reports | top | A First Article Inspection (FAI) shall be provided with the first shipment of product in accordance with SAE AS 9102B (or equivalent) and the additional requirements below. A full or partial FAI shall be performed for affected characteristics unless otherwise specified by VRM when any of the following occurs: change in design; change in manufacturing source, process, inspection method(s), location of manufacture, tooling or materials; change in numerical control program or translation to another media; natural or man-made event, which may adversely affect a manufacturing process; and/or lapse in production for two years, or as specified by VRM. VRM reserves the right to exercise the requirement of additional and/or periodic/repeat FAI requirement on a part number basis to assure continued product conformity. In addition, VRM reserves the right to validate multiple production lots if needed to determine overall process capability.
255	Supplier Control | top | Suppliers, including dealers and distributors, are responsible for ensuring that the applicable requirements of this purchase order are imposed on lower tier procurements for raw material, components or process services being used in the manufacture of products or services being provided.
257	Business Continuity Management | top | Supplier shall ensure their Company has robust Business Continuity Management (BCM) processes in place that include disaster recovery and preparedness. Supplier shall document a Business Continuity Plan (BCP) which details what the Company would do in the event that key people, processes or technology were to become unavailable. This BCP shall be applicable, including but not limited to, natural disasters, labor disputes, lockouts, evictions, power or systems failures, hazardous spills, fire, floods, explosions, sabotage, riots, war or other civil disturbances, and voluntary or involuntary compliance with any laws, regulations, or requirements of any government authorities. Additionally, the products or services that suppliers provide to Valve Research are considered critical in terms of the conformity, performance, and safety of Valve Research’s products. Suppliers are expected to conduct business in an ethical manner and assure continuity of service and business. General information regarding how to develop a BCP can be found on the internet. Some helpful website links are listed below: http://www.disaster-recovery-guide.com/ http://www.disasterrecovery.org/disaster_recovery.html Supplier’s BCP should also include planned actions to mitigate any disruptions in supply from critical sub-tiers.
259	Material Test Report Certifications - Raw Material | top | A Material Test Report Certification is to be used by Suppliers that provide raw material (bar, billet, sheet, plate, etc.) directly to VRM. Supplier shall provide with each delivery of products on the purchase order a Material Test Report Certification that shall contain as a minimum, the following information: the material description, name or designation, including, as applicable, size or weight, alloy, type, class, grade or condition; the lot, batch or heat number; the applicable specification and revision to which the material complies; the laboratory test report or certified statement of the material mechanical properties; the laboratory test report, or certified statement of chemical analysis, of the material showing the actual percentage of each element contained in the material, or material conformance within the range permitted by the applicable specification; and when applicable, the laboratory test report for any special processes performed and nondestructive testing accomplished in accordance with the applicable specification and showing material acceptance.
261	Suspect, Fraudulent, and Counterfeit Control Policy | top | All suppliers shall provide documented evidence that all part(s) shipped to VRM are of authentic nature. Acceptable forms of evidence are source of manufacture, testing data, and the preferred form, Certificate of Conformance. All suppliers shall be responsible to flow down this SPOC if the part components are procured from a sub-contractor. All suppliers are obligated to meet the requirements listed within specification AS5553B, upon which this SPOC is based. All suppliers shall keep all applicable records and documents on file at their manufacture facility. VRM may request any applicable document from the respective supplier as required. Supplier shall notify VRM management within 24 hours if Supplier detects suspect, fraudulent or counterfeit part(s) that have been shipped to VRM. All suppliers shall maintain a method of verifiable traceability back to the manufacturer of the procured part(s). All suppliers shall supply parts that meet any mil-spec that is flowed down from VRM. This mil-spec shall be listed on the Certificate of Conformance. All suppliers are required to create and maintain a counterfeit control plan. The supplier should reference specification AS5553B as a guideline for the counterfeit control plan.
263	Special Processes (NADCAP) | top | All suppliers and their sub-tier suppliers shall use NADCAP approved vendor sources for special processing when required by VRM. If NADCAP approved sources are not required, all suppliers shall use customer (VRM) approved vendor sources for special processing.
265	Preservation | top | In order to detect deterioration, the condition of product in stock should be assessed at appropriate planned intervals. Supplier should use an inventory management system to optimize inventory turns over time and should assure stock rotation, such as “first-in-first-out” (FIFO) method, is utilized.
267	Shelf Life | top | For items with a defined shelf life, Supplier is required to provide items with an expiration date of one calendar year or better from the date the item is shipped to VRM.
269	Foreign Object Damage Control Program | top | Supplier shall establish, document, and maintain a program to control and eliminate Foreign Object Damage (FOD) and/or contamination during Supplier’s manufacturing, assembly/test, and inspection operations. When applicable, Supplier’s FOD control program shall be flowed down to Supplier’s sub-tier sources. NAS 412 may be used as a guide to develop the FOD program.
271	Raw Material DFAR Requirements | top | The raw material for the part number referenced on this purchase order shall be melted in mills located in the United States, it’s possessions, Puerto Rico, or a qualifying country per DoD 225.872-1. These metals are basically classified into four groups: Steels (Stainless, Hi-strength, etc.); Metal alloys consisting of nickel, iron-nickel, and cobalt base alloys containing a total of other alloying metals (except iron) in excess of 10 percent; Titanium and titanium alloys; and Zirconium and zirconium base alloys. For further information on this requirement see DFARS 252.225-7014, Preference for Specialty Metals, Alt. 1.
273	REACH Compliance | top | Seller shall bear full responsibility for continuous monitoring of the publication and updates of the European Chemicals Agency (ECHA) list of substances of very high concern (“SVHC”) (viewable at http://echa.eu/Web/guest/candidate-list-table) and immediately notify VRM buyer if the delivered goods contain SVHCs > 0.1% by weight or substances restricted under Annex XVII of REACH. If the delivered goods contain SVHCs > 0.1% by weight, the notification to VRM shall include the name and weight of the substances(s) and the weight percentage present. The presence of SVHCs < 0.1% by weight of the delivered goods does not need to be reported. Unreported SVHCs above the threshold or substances restricted under Annex XVII of REACH, may result in purchase order cancellation and/or return of Goods.
275	Fixed Process Control | top | Supplier shall submit a manufacturing control plan (shop router/traveler) to the VRM buyer for approval prior to commencement of manufacturing operations. The plan shall be revision controlled or date controlled to correspond with the VRM drawing revision. As a minimum, the plan shall include: revision level, operations performed, sequence of operations, equipment used, materials used, inspection operations, special processes performed (heat treat, anodize, plating, etc.) and special process sources used. Supplier is required to notify VRM buyer and obtain VRM approval of all changes made to the approved fixed process (material, fabrication method, special processing sequence of operations, etc.). Refer to Note 1, as follows.
278	Termination for Convenience | top |  Valve Research (VR) may, at any time by written notice to Supplier, terminate all or any part of this Order for VR’s convenience, in which event Supplier agrees to stop work immediately as to the terminated portion of this Order, to notify subcontractor(s) to stop work, and protect and preserve property in its possession in which VR has any interest. VR may require Supplier to transfer title and deliver to VR, in a manner and to the extent directed by VR, any completed Product and any Manufacturing Materials that Supplier has produced or acquired for the performance of the Order. If the Order is terminated, in whole or in part, by VR Supplier shall be paid an amount, to be mutually agreed upon, which shall be adequate to cover the reasonable cost of Supplier’s actual performance of Services under the Order to the effective date of termination, plus reasonable profit thereon, provided that no amount shall be paid to Supplier for (i) any anticipatory profits related to Services under the Order not yet performed, or (ii) costs incurred due to Supplier’s failure to terminate work as ordered on the effective date of termination. VR shall have no obligation to make any of the aforementioned payments to Supplier, either for completed Products or in connection with terminated work in process, unless Supplier shall establish to VR’s satisfaction that such completed Product or the work in process, including materials, are unusable in connection with Supplier’s other business. In no event shall termination charges and all previous payments made under the Order exceed the total Order value shown on the face of the Order. Supplier shall submit to Valve Research all clais resulting from such termination within sixty (60) days after Supplier’s receipt of VR’s notice of termination. VR shall have, upon reasonable advance notice, the right to inspect Supplier’s records, facilities, work, and materials relating to performance of the Order for the purposes of evaluating Supplier’s claim.
280	Termination for Default | top | (A) Valve Research (VR) may terminate the whole or any part of this Order in any of the following circumstances:  (1) If Supplier fails to deliver the Product or Service required by this Order within the time specified in the Order, or any extension granted by VR in writing.  (2) If Supplier fails to (a) perform any of the provisions of the Order, or (b) fails to make progress and endanger performance of the Order in accordance with its terms, and does not rectify such failure within a period of ten (10) days after receipt of notice from VR specifying such failure.  (B) Any nonconformance of delivered Product as to one delivery installment shall constitute a total breach of the Order as a whole, irrespective of whether the breach is capable of being rectified. VR may require Supplier to transfer title and deliver to VR in the manner and to the extent directed by VR any completed Product and Manufacturing Materials, as Supplier has produced or acquired for the performance of the Order, including, without limitation, the assignment to VR of Supplier’s subcontractors. Payment for completed Product delivered to and accepted by VR shall be at the Order price. Payment for Manufacturing Materials delivered to and accepted by VR shall be at a price determined and in the same manner as stipulated in SPOC 278, except Supplier shall not be entitled to profit. VR may withhold from Supplier monies otherwise due Supplier for completed Product and/or Manufacturing Materials in such amounts as VR determines necessary to protect VR against loss due to outstanding or expected liens or claims against said items.  (C) If after notice of termination under this clause, it is determined that Supplier was not in default, or that the default was excusable, the rights and obligations of the parties shall be the same as if the notice of termination had been issued pursuant to SPOC 278, Termination for Convenience.
282	Force Majeure | top | (a) Neither party shall be deemed in default of this Order to the extent that any delay or failure in the performance of its obligations results from an event of Force Majeure.  (b) If an event of Force Majeure affects Suppliers ability to perform, Supplier shall give immediate notice to Valve Research and Valve Research may elect to either: (1) cancel, at no cost to Valve Research, the affected Order(s) or any part thereof, (2) suspend the affected Order(s) or any part for the duration of the Force Majeure condition, with the option to obtain elsewhere Goods and Services to be provided under such Order(s) and deduct from any commitment under such Order(s) the quantity of the Goods and Services obtained or for which commitments have been made elsewhere or (3) resume performance under such Order(s) once the Force Majeure condition ceases, with an option to extend any affected Delivery Date or performance date up to the length of time the Force Majeure condition endured.  (c) Valve Research shall be excused for any failure or delay in performance due to any cause beyond its reasonable control, including an unforeseen reduction in demand or any cause attributable to Valve Research’s customers.
284	Workmanship Requirements for VR Manufacturing Suppliers | top | DOWNLOAD (B) Any General Procedure GP-008 establishes workmanship and inspection requirements for Valve Research suppliers. Suppliers shall use GP-008 for inspection and evaluation of product relative to general workmanship. Note: The order of precedence for documents affecting subcontracted work is (1) the Purchase Order, (2) the VR drawing, (3) GP-008.
	Note 1: Fixed Process Change Guidelines/Examples Insignificant Change - does not need to be communicated to VRM: correcting typographical errors; and/or adding additional information to clarify an existing requirement (does not change work performed). Minor Change – notification to VRM (VRM approval not required): hard tooling change (fixturing); N/C program adjustments; and/or different machine with same capability. Major Change – VRM approval required change in fabrication method; change in fabrication sequencing; change in special process or special process source; and/or change in inspection frequency or sampling plan.

 

Updated 09/01/2023