Terms & Conditions

  1. Formation of Contract

This Agreement constitutes the terms and conditions that govern all Purchase Orders issued by PMA INDUSTRIES (the buyer) to Seller (the Seller) for products (the Product). Any different or additional terms of Seller contained in any document whatsoever are hereby objected to and rejected by PMA INDUSTRIES. Seller’s performance under this Agreement and/or Purchase Order shall constitute acceptance of this Agreement.

  1. Acceptance

Any Purchase Order provided herein is an offer by PMA INDUSTRIES which must be accepted by Seller without change or modification to become binding. By accepting Purchase Order, the Seller asserts that they are not debarred, suspended or ineligible for federal contracts and Seller is compliant to FAR Part 9 as applicable. No acknowledgement is an acceptance if it contains any terms or conditions different from, or in addition to, the provisions of the Purchase Order. In the event the Purchase Order operates as an acceptance of Seller’s offer, such acceptance is conditioned upon Seller’s assent to any terms or conditions contained therein that differ from, or are in addition to, the terms and conditions of the Seller’s offer. No modifications of the foregoing terms and conditions shall be effective unless agreed to in writing. If a Purchase Order is issued pursuant to a separately signed master agreement between PMA INDUSTRIES and Seller, the terms of such master agreement shall apply to the extent such terms and conditions are more advantageous to PMA INDUSTRIES than the terms and conditions contained herein. A request for quote, promise of purchase, or other verbal or written inquiry regarding product should be constructed by Seller as a forecasting tool only and not a request by PMA INDUSTRIES for product or shipment. PMA INDUSTRIES will not be held responsible for any Product produced or shipped by Seller in response to such requests, promises or inquiries. By accepting Purchase Order, the Seller asserts that they are not debarred, suspended or ineligible for federal contracts and Seller is also compliant to FAR Part 9 as applicable.

  1. Delivery

Time is of the essence in the performance of this Agreement and all deliveries are to be made in quantities and at times specified. Delivery shall occur at the place and in the manner indicated on the face of the Purchase Order.

  1. Handling, Preservation, and Packing

The Seller shall ensure that Products supplied are protected from damage during production, inspection, packing and shipping operations. All shipments shall be prepared in a manner that follows good commercial practice, acceptable to common shipping carriers at the lowest rate, and adequate to ensure safe arrival.  Products found to be damaged upon receipt are subject to rejection and will be returned to Seller. The Purchase Order number and part number must appear on all invoices, packages, packing slips, or correspondence pertaining to the Purchase Order. All shipments shall be accompanied by an itemized packing list.

  1. Changes to Purchase Orders

PMA INDUSTRIES may make any changes to open Purchase Orders at any time. If any such change causes an increase or decrease in the cost of or the time required for completion of a Purchase Order, an equitable adjustment shall be made in the Purchase Order price, the delivery schedule, or both, and the Purchase Order shall be modified in writing accordingly. If Seller changes any of its Products or processes to manufacture Products delivered pursuant to a Purchase Order, Seller shall notify PMA INDUSTRIES six (6) months before the change or as early as possible.

  1. Product Specifications and Requirements

Seller shall manufacture, assemble, test, mark, package and label the Products in compliance with specifications provided by the PMA INDUSTRIES, industry standards, and as required by applicable laws and regulations. For purchases of Products specifying manufacturers’ part numbers, substitutions are not permitted. Seller represents that they are either the manufacturer specified or an authorized distributor of the manufacturer specified for the product supplied.

6.1 Counterfeit Goods

Seller shall exercise due diligence to detect counterfeit, substandard or otherwise adulterated or misbranded versions of Products. Seller shall not deliver Counterfeit or Suspect Counterfeit Products. “Counterfeit Products,” are defined as Products that are, or contain, a fraudulent imitation of something else, unlawful or unauthorized reproductions, substitutions or alterations, that have been knowingly mismarked, misidentified, or otherwise misrepresented to be authentic. Unlawful or unauthorized substitution includes used unmodified parts represented as new, or the false identification of grade, serial number, lot number, date code, or performance characteristics. Seller shall implement an appropriate strategy and plan to ensure that Products provided to PMA INDUSTRIES under this Purchase Order are not Counterfeit. Counterfeit Products delivered or furnished to PMA INDUSTRIES under this Purchase Order are deemed nonconforming. Seller bears responsibility for procuring authentic Products from OEMs or authorized suppliers.

  1. Revision and Material Changes

The applicable revision status of specifications shall be the revision in effect on the date of the Purchase Order, unless otherwise specified. For Purchase Orders that are open longer than typical manufacturing Lead Times (e.g. Blanket Purchase Orders), specification changes that occur after issue of the Purchase Order shall be implemented within sixty (60) days. Parts on existing Purchase Orders or Long Term Agreements that are processed before the specification change are acceptable unless otherwise specified in the specification revision document. Material substitutions or any deviation are not allowed without written approval.

  1. Prohibited Practices

The following acts or practices are prohibited:

8.1 Unauthorized Repair

Repairs (by welding, brazing, soldering, or the use of adhesives) of parts damaged or found faulty in the fabrication process; repairing holes in castings, forgings or other materials by plugging or bushing without authorization from PMA INDUSTRIES.

8.2 Unauthorized Processing

Addition, revision, or deletion of thermal, chemical, or electrochemical processes in manufacturing when processes are subject to specification control by PMA INDUSTRIES.

8.3 Improper Material Submittal

Submission of material having known defects/problems to PMA INDUSTRIES without notification.

8.4 Improper Material Re-Submittal

Resubmission of material to PMA INDUSTRIES without material being clearly identified as resubmitted material.

8.5 Unauthorized Material and Information Transfer

No supplier shall buy, sell, trade, or transfer PMA INDUSTRIES supplied drawings, data, material, parts, devices, assemblies or end equipment for purposes other than the performance of PMA INDUSTRIES business, without prior written approval.

8.6 Reclaimed Material

No supplier shall use reclaimed material without prior written approval from the PMA INDUSTRIES.

  1. Quality System Requirements
    Seller shall provide and maintain a quality control system acceptable to PMA INDUSTRIES and its customers for the goods and services purchased under this Agreement.  Seller shall ensure personnel are aware of their effect on product and service conformity, product safety, and the importance of ethical behavior.  Seller shall permit PMA INDUSTRIES to review procedures, practices, processes and related documents to determine acceptability. The Seller shall maintain all quality, material and special process test certifications and reports for a minimum of fourteen (14) years. This requirement shall be communicated by Seller to all its sub-tier suppliers. Records that have surpasses their retention period shall be destroyed and rendered unrecognizable.
  2. Shelf-Life Compounds Applied to Products

Seller shall maintain a documented system for identification and control of limited shelf-life compounds (e.g. adhesives and paints) so that compounds that have expired shelf life are not used on product shipped to PMA INDUSTRIES.

  1. Inspection and Testing

All products delivered and services performed under this Agreement are subject to inspection, surveillance and testing at all times and places, including the place of manufacture. All inspections and tests required by the drawing and procurement specifications must be performed prior to shipment to PMA INDUSTRIES. PMA INDUSTRIES has the right to inspect/test Products and to reject all Products which, in PMA INDUSTRIES’s sole judgment, are defective or in noncompliance with specifications or drawings referenced in the Purchase Order. Seller and Seller’s subcontractors shall provide and maintain an inspection system acceptable to PMA INDUSTRIES. Goods rejected may be returned to Seller at Seller’s expense. In addition to recovery of damages, PMA INDUSTRIES reserves the right to require replacement of such goods.

  1. Foreign Object Damage (FOD)

Seller is required to maintain a Foreign Object Damage (FOD) prevention program to prevent contamination of Products during manufacturing, storing, packaging, handling and shipment. Maintenance of the work area and control of tools, parts, and material shall preclude the risk of foreign object incidents. Prior to closing inaccessible or obscured areas and compartments during assembly, the Seller shall inspect for foreign objects/materials. Tooling, jigs, fixtures, and test or handling equipment shall be maintained in a state of cleanliness and repair to prevent FOD. Potential FOD includes but is not limited to burrs, chips, dirt, corrosion and contamination resulting from the manufacturing, assembly, maintenance, processing, cleaning, storage and subsequent packaging of parts. Specific attention should be given, where applicable, to items such as:

  • Housekeeping and cleanliness
  • Food and beverage control
  • Tool and small part accountability
  • Loose objects
  • Material handling and parts
  • External cleaning following evidence of external contamination


Seller shall ensure the responsibilities of the FOD program are clearly defined and appropriate personnel have received FOD awareness training. Seller is responsible for flow down of these requirements to their sub-tier suppliers to ensure FOD free products.

  1. Warranties

Seller warrants to PMA INDUSTRIES that each Product shall be: (a) free from defects in design, workmanship, materials and manufacture; (b) comply with all requirements of this Agreement, including specifications; (c) of merchantable quality; (d) fit for intended purposes; (e) free from all defects of title; and (f) in compliance with all applicable laws (the “Product Warranty”). The Product Warranty shall inure to the benefit of the PMA INDUSTRIES, its customers, end users and successors. In the event that any Product is recalled by Seller, whether voluntary or as required by law, Seller shall bear all costs and expanses of such recall, including without limitation, the costs associated with notifying customers, shipping, and fulfilling obligations to third parties arising from the recall.

  1. Certificate of Conformance

When required on PMA INDUSTRIES’s Purchase Order, Seller shall provide a Certificate of Conformance. The Certificate of Conformance shall identify the Product, Equipment. and/or Documents being purchased. The Certificate of Conformance must be signed or otherwise authenticated by the person responsible for this function in the Seller’s quality management system.

  1. Discontinuance Notification

Seller shall provide notice to PMA INDUSTRIES in the event of discontinuance of any Products.


  1. Right of Access

PMA INDUSTRIES, our customers, and regulatory authorities reserve the right to access the Seller’s facility for the purpose of audit and inspection. Reasonable notice will be given to the Seller prior to visitation. Seller shall provide notice of any proposed relocation of facilities.

  1. Flow-Down of Requirements

Sellers are required to communicate requirements of the Purchase Order to sub-tier suppliers and special processors.

  1. Notifications

PMA INDUSTRIES requires Sellers to identify nonconforming product and to provide advanced notice of any changes in product definition. Seller must obtain PMA INDUSTRIES approval for nonconforming product disposition.  Seller shall notify PMA INDUSTRIES in writing of any changes in certification, manufacturing location, or any other changes that may affect product quality.

  1. Corrective Action

Acceptance of the Purchase Order obligates the Seller to perform, upon request, a corrective action investigation when discrepant material is received by PMA INDUSTRIES.

  1. Payments

All invoices shall include the Purchase Order number, part number or material description, and shipment date. Payment of an invoice does not constitute acceptance of the product by PMA INDUSTRIES and is subject to adjustment for errors, shortages, rejects or any other failure of Seller to strictly meet all the requirements of the Purchase Order. Seller shall send all invoices to:

PMA Industries, LLC

18008 N Black Canyon Hwy

Phoenix, AZ 85053

Attn: Accounts Payable


  1. Indemnification

Seller shall indemnify, defend and hold harmless PMA INDUSTRIES and its affiliates, agents, representatives, customers, assigns and successors from and against any damages, liabilities, costs and expenses (including reasonable attorneys’ fees) arising from Seller’s breach of this Agreement, failure to comply with any applicable law, and any third party claim of injury or damage to a person or property as a result of the use of the Product or a claim that any Product infringes on any copyright or patent, misappropriates a trade secret, or otherwise violates an intellectual property right of a third party.

  1. Intellectual Property

Any and all technology embodied in and related to the Product, including but not limited to design, specifications and intellectual property embodied therein, all improvements, developments, derivatives and modification thereto remain the exclusive property of PMA INDUSTRIES. Notwithstanding the foregoing, proprietary technology developed solely by the Seller and used in manufacture of Products, including all intellectual property embodied therein, shall remain the exclusive property of the Seller.

  1. Confidential Information

Both parties shall keep confidential and not disclose to any third party or use for its own benefit of for the benefit of any third party, any information that should reasonably be treated as confidential or proprietary. The Seller shall limit access to Confidential Information to its employees and agents who need to know such information for carrying out the activities contemplated by this Agreement. The identity of PMA INDUSTRIES’s customers shall be treated by Seller as Confidential Information. The foregoing obligations remain in effect after termination or expiration of this Agreement.

  1. Insurance

Seller shall maintain and carry commercial general liability insurance, which includes but is not limited to employer’s liability, workman’s compensation, general liability, public liability, property damage liability, product liability, completed operations liability and contractual liability in the amount of $1,000,000.

  1. Governing Law

This Agreement shall be governed by, interpreted, and enforced in accordance with the laws of the State of Arizona.

  1. Labor

Seller shall comply with all applicable federal labor standards.

27.1 Human Rights Laws

Seller warrants that Products are provided to PMA INDUSTRIES in a manner that complies with all applicable human rights laws, including local laws and international frameworks such as, but not limited to, California Transparency in Supply Chain Act and provisions of the Dodd-Frank Act (conflict minerals rules). Seller further represents that the Products are conflict mineral-free, meaning any gold, tin, tantalum, or tungsten contained in the goods are sourced only from conflict-free zones, sources, and smelters. Seller agrees to cooperate and fulfill related due diligence activities with its suppliers or represents that it has already done so