Supplier Terms
For Supplier - Cofactr Purchase Order Quality Clauses
Incorporation and applicability
These Quality Clauses are incorporated by reference into every Cofactr purchase order and form part of the Order.
Applicability model
Each clause has two independent applicability concepts:
- Global vs. Non-Global (PO-level)
- Global: applies to all Cofactr POs by default (no callout required).
- Non-Global: applies only when specified on the PO (or in a PO attachment/incorporation reference), but when specified it applies to the entire PO (all lines), unless the PO expressly limits it.
- Line / conditional applicability (line-level)
- Applicability S clauses apply only to specific lines or specific conditions (e.g., EEE parts, shelf-life material, DPAS rated orders, CUI). The condition that causes each S clause to apply is stated with the clause.
Clauses designated Applicability A apply to all order lines when the clause set is in effect for that PO (i.e., Global clauses always; Non-Global clauses when specified).
Clause numbers are permanent and are not reassigned. Gaps in the numbering sequence are intentional and reflect clauses reserved for future use or not applicable to supplier performance. The absence of a number does not indicate a missing page.
Questions regarding these clauses, and any need to resolve conflicting requirements, shall be directed to the Cofactr Procurement Representative identified on the Order.
Definitions
"Cofactr" means Cofactr, Inc. and its affiliates. "Seller" means the party to whom a Cofactr purchase order is issued. "Order" means the Cofactr purchase order, including its attachments and these Quality Clauses. "Products" means the goods, materials, and services delivered under the Order. "Customer" means the party for whom Cofactr procures, stores, kits, or delivers the Products. "EEE" means electrical, electronic, and electromechanical. "OCM" and "OEM" mean original component manufacturer and original equipment manufacturer respectively. "Authorized Distributor" means a distributor holding a current written franchise or authorization from the OCM or OEM for the specific Product. "COTS" means a commercial off-the-shelf catalog item not designed to a Cofactr or Customer specification.
000 — Framework
CF-QC-001 · Order of Precedence and Clause Applicability
Non-Global · Applicability A
These Quality Clauses form part of the Order. In the event of conflict, the following order of precedence governs: (a) applicable statutes and regulations, including flowdowns required by a United States Government prime contract; (b) requirements flowed to Cofactr by its Customer and identified on or attached to the Order; (c) the face of the Order; (d) the Cofactr Terms and Conditions of Purchase; (e) these Quality Clauses; (f) specifications referenced on the Order; (g) drawings; (h) exhibits and attachments. Seller shall not resolve any apparent conflict, ambiguity, or omission unilaterally, and shall request written direction from the Cofactr Procurement Representative before proceeding. Verbal direction is not authorization.
CF-QC-002 · Sub-Tier Flowdown Obligation
Global · Applicability A
Seller shall flow down to its sub-tier suppliers, in substance and without dilution, all requirements of the Order applicable to the work those sub-tiers perform, including these Quality Clauses and any Customer or Government flowdowns identified on the Order. Where a clause states that it shall be flowed without alteration, Seller shall flow it verbatim. Seller shall maintain evidence of flowdown and shall furnish it to Cofactr on request. Seller remains fully responsible for the conformance of all sub-tier work, and flowdown does not relieve Seller of any obligation under the Order.
CF-QC-003 · Right of Access and Audit
Non-Global · Applicability A
Seller shall grant Cofactr, Cofactr's Customer, that Customer's customer, and any regulatory or statutory authority the right of access, on reasonable advance notice and at no additional charge, to all facilities, processes, personnel, records, and sub-tier supplier locations involved in performance of the Order. Access includes the right to conduct quality audits, source inspection, cause-and-extent-of-condition investigations, and on-site failure investigations. Where the purpose of access is investigation of a suspected escape, flight-safety condition, or suspect counterfeit condition, Seller shall accommodate access within twenty-four (24) hours of request. Seller shall flow this right of access to all sub-tier suppliers.
CF-QC-004 · Records Retention
Non-Global · Applicability A
Seller shall retain all records relating to the Order — including inspection and test records, certifications, traceability records, nonconformance and corrective action records, and process records — for not less than ten (10) years following final shipment, or for the life of the program where the Order so states, whichever is longer. Where the Order is placed under a United States Government prime contract, retention shall in no case be less than the period required by FAR 4.703. Records shall not be destroyed during any period in which Seller has been notified of a pending audit, investigation, claim, or proceeding. Records shall be legible, retrievable within five (5) business days of request, and furnished to Cofactr at no charge. Original radiographic film and other original nondestructive test media shall be retained indefinitely absent written destruction authorization from Cofactr. Records containing Customer proprietary information or controlled unclassified information shall be destroyed by unrecoverable means at end of retention.
100 — Quality System and Organizational Controls
CF-QC-101 · Quality Management System
Non-Global · Applicability A
Seller shall maintain throughout performance of the Order a documented quality management system conforming to ISO 9001 as a minimum. Where Seller manufactures aerospace, defense, or space product, AS9100 is required. Where Seller acts as a distributor of EEE parts or other aerospace product, AS9120 is required, or AS9100 with distribution within the certified scope. Where Seller supplies EEE parts sourced outside the authorized manufacturer channel, AS6081 is additionally required. Third-party registration by an accredited registrar is preferred. Cofactr reserves the right to review, survey, and approve Seller's quality system whether or not Seller holds third-party accreditation, and to withhold or withdraw approved-supplier status on the basis of that review.
CF-QC-102 · Certification Status Change Notification
Non-Global · Applicability A
Seller shall notify the Cofactr Procurement Representative in writing within two (2) business days of any suspension, withdrawal, lapse, reduction in scope, or adverse finding affecting Seller's quality management system certification, special process approval, or accreditation, including ISO 9001, ISO/IEC 17025, AS9100, AS9110, AS9120, AS6081, AS6171, and Nadcap. Seller shall identify in that notification all Product delivered to Cofactr during the period of the suspension or lapse. Seller shall flow this requirement to any sub-tier supplier whose certification is relied upon for conformance of Product delivered under the Order.
CF-QC-103 · Calibrated Measuring and Test Equipment
Non-Global · Applicability A
Seller shall perform all inspections, tests, and measurements affecting conformance using equipment controlled under a documented calibration system traceable to national or international measurement standards. Test accuracy ratio shall be not less than 4:1; where 4:1 cannot be achieved, Seller shall notify Cofactr in writing before performing the measurement. Accreditation to ISO/IEC 17025 is preferred for calibration service providers and independent test laboratories. Calibration status shall be verifiable at time of use, and calibration records for equipment used in acceptance of Product shall be furnished on request.
CF-QC-105 · Foreign Object Debris and Damage Prevention
Non-Global · Applicability A
Seller shall establish and maintain a foreign object debris and damage (FOD) prevention program covering manufacturing, handling, inspection, packaging, and storage areas. AS9146 is the preferred basis; NAS 412, IPC J-STD-001, or IPC WP-116 are acceptable alternatives. Seller shall conduct its processes so as to prevent, detect, and remove FOD, and shall deliver Product clean and free of FOD. FOD contamination is cause for rejection at Cofactr's or the Customer's option, at Seller's expense.
CF-QC-106 · Facility and Process-Site Change Notification
Non-Global · Applicability A
Seller shall notify the Cofactr Procurement Representative in writing not less than ninety (90) days in advance of any change in the location at which Product is manufactured, processed, tested, inspected, or stored, and of any sale, merger, or change of control affecting such location. Notification shall identify the current and proposed locations, the affected part numbers, the transition schedule, and the requalification activity Seller proposes. Seller shall not ship Product from a new location until Cofactr has issued written approval.
200 — Authenticity, Source of Supply, Prohibited Sources and Materials
CF-QC-201 · Approved Source of Supply
Non-Global · Applicability A
Seller shall procure all Products delivered under the Order directly from the OCM or OEM, or through an unbroken chain of that manufacturer's Authorized Distributors. Procurement from independent distributors, brokers, or the open market is prohibited absent Cofactr's prior written authorization under CF-QC-203. Where a drawing or the Order designates a source-controlled part, Seller shall procure only from the manufacturer identified as an approved source on that drawing. Seller shall identify the manufacturer's name and location on all shipping documentation and shall make authenticity and traceability documentation available to Cofactr and its Customers on request.
CF-QC-202 · Counterfeit Avoidance Program
Non-Global · Applicability A
Seller shall establish, maintain, and operate a documented counterfeit parts avoidance, detection, mitigation, and disposition program. For EEE parts the program shall conform to AS5553; where Seller distributes EEE parts the program shall additionally conform to AS6081; for all other materials the program shall conform to AS6174. Where the Order is placed under a United States Government prime contract, the program shall satisfy DFARS 252.246-7007 and DFARS 252.246-7008. Seller shall not deliver counterfeit, suspect counterfeit, fraudulent, or misrepresented Product. Title to suspect counterfeit Product does not pass to Cofactr; such Product shall be quarantined and shall not be returned to Seller or reintroduced to the supply chain absent Cofactr's written direction. Seller shall bear all costs of investigation, replacement, retest, and Customer impact arising from delivery of counterfeit or suspect counterfeit Product, and shall notify Cofactr immediately upon becoming aware or suspecting that it has furnished such Product.
CF-QC-203 · Independent and Open-Market Procurement Controls
Non-Global · Applicability S — Applies where Product conforming to CF-QC-201 is not obtainable through the authorized manufacturer channel.
Where Product conforming to CF-QC-201 is not obtainable from the authorized manufacturer channel, Seller shall not procure from an independent distributor, broker, or the open market without Cofactr's prior written authorization. Cofactr's authorization, where granted, is conditioned on: (a) documented evidence of authorized-channel unavailability; (b) test and inspection of the delivered lot in accordance with AS6081 at the test level stated in the authorization, performed by a laboratory acceptable to Cofactr; (c) delivery of the complete test report with the shipment; and (d) where the Customer's requirements so provide, the Customer's prior written concurrence. Authorization is granted per lot and does not constitute standing approval for the part number, the source, or any subsequent order.
CF-QC-204 · Part Substitution Prohibition
Global · Applicability A
Seller shall not substitute any part, material, process, revision, manufacturer, or manufacturing location for that specified on the Order without Cofactr's prior written approval. Delivery of a manufacturer, part number, revision, die, or assembly location other than that specified constitutes a nonconformance regardless of functional equivalence or interchangeability. Seller shall notify the Cofactr Procurement Representative promptly upon becoming aware of any end-of-life, last-time-buy, obsolescence, allocation, or form, fit, or function condition affecting Product under the Order or under any open Cofactr quotation.
CF-QC-205 · Prohibited Sources and Country of Origin
Non-Global · Applicability A
Seller shall not deliver, and shall not incorporate into Product delivered under the Order, any item, material, or component that: (a) originates from, or was produced or acquired by any organization, entity, or element of, the Russian Federation or the People's Republic of China, where the Order states that this restriction applies; (b) originates from a country, entity, or source otherwise prohibited by the Order or by applicable law; or (c) was supplied by any entity identified on a restricted, denied, debarred, or excluded party list. Where the Order identifies a covered-nation or country-of-origin restriction, Seller shall furnish country-of-origin documentation for every lot delivered, identifying the country of manufacture and, where applicable, the country of assembly and test. This clause shall be flowed to all lower-tier subcontractors without alteration.
CF-QC-206 · Prohibited and Restricted Materials
Non-Global · Applicability A
Unless expressly permitted by the drawing or the Order, Seller shall not deliver Product containing pure tin or tin plating exceeding ninety-seven percent (97%) tin by weight; cadmium or cadmium plating; zinc plating; mercury or mercury-bearing compounds; or beryllium. Tin-alloy finishes on EEE terminations shall contain not less than three percent (3%) lead, or shall use an alternative alloy approved in writing by Cofactr. Pink polyethylene and other amine-based antistatic packaging materials are prohibited for all shipments. Seller shall furnish terminal finish and material composition data for delivered Product on request.
300 — Traceability and Deliverable Documentation
CF-QC-301 · Certificate of Conformance
Non-Global · Applicability A
Seller shall furnish with each shipment a Certificate of Conformance stating that the Product furnished conforms to all requirements of the Order, the drawing, and referenced specifications. The certificate shall be dated, shall bear the signature and title of an authorized representative of Seller's quality function, and shall contain at minimum: Seller's full legal name and address; the Cofactr purchase order number, revision, and line number; the part number and revision as ordered; the original manufacturer's name and part number; quantity shipped; manufacturer lot number, batch number, heat number, and date code as applicable; serial numbers where applicable; expiration date where applicable; a list of all closed or approved nonconformances applicable to the shipment; and the First Article Inspection Report number where applicable, or the notation "N/A." Statements qualified by "to the best of our knowledge" or equivalent language are not acceptable without supporting documentation. Where multiple manufacturer lots are shipped against a single line, each lot shall be identified separately on the certificate with its corresponding quantity.
CF-QC-302 · Traceability to Original Manufacturer
Non-Global · Applicability A
Seller shall maintain and furnish an unbroken documented chain of traceability from the delivered Product to the original manufacturer. Components and assemblies shall be traceable to the original manufacturer's part number, lot number, and date code. Raw material shall be traceable to mill, heat, lot, or batch number and to the country of manufacture. Where Seller is a distributor, Seller shall maintain clear traceability to the original manufacturer for each lot in a shipment, retrievable and furnished to Cofactr on request. There shall be a clear documentary link tying every element of the certification package for a shipment to the specific lot delivered. COTS items require traceability to the original manufacturer only, unless the Order provides otherwise.
CF-QC-303 · Lot Segregation and Identification
Non-Global · Applicability A
Seller shall segregate and separately identify each manufacturer lot within a shipment, including lots of the same part number. Each lot shall be individually bagged or containerized and labeled with part number, manufacturer, lot or batch number, date code, and quantity. Where a manufacturing or process work order has been split into multiple lots, each resulting lot shall be segregated and identified so that traceability is maintained through delivery. Mixed-lot packaging is prohibited absent Cofactr's written authorization.
CF-QC-304 · Pass-Through of Manufacturer Certifications and Test Data
Non-Global · Applicability S — Applies where the Order line requires manufacturer test, material, or process certification.
Seller shall furnish with each shipment, for each lot delivered, all certifications and test data required by the Order, the drawing, or referenced specifications, including material property test reports, material certifications traceable to the mill or original material manufacturer, chemical and physical test reports, heat treat certifications, nondestructive test reports, special process certifications, and acceptance test procedure data. Certifications generated by a sub-tier shall be signed by an authorized quality representative of the organization that performed the work and shall identify the specification and revision to which the work was performed. All such documentation shall be traceable to the Certificate of Conformance furnished under CF-QC-301.
CF-QC-307 · Manufacturer Identification on Shipping Documents
Non-Global · Applicability A
Where Seller is a distributor or is otherwise not the manufacturer of the Product, Seller shall identify the manufacturer's name and location, including city and state or country, on the packing list and on the outside of the container. Where the Order or the Customer's requirements so provide, Seller shall additionally identify the original manufacturer's Commercial and Government Entity (CAGE) code on the packing list and container. Cofactr may refuse Product not accompanied by this identification.
400 — Material Condition, Handling, Storage, Age and Life
CF-QC-401 · Electrostatic Discharge Control Program
Global · Applicability S — Applies to EEE parts and electrostatic-sensitive devices.
Seller shall establish and maintain a documented electrostatic discharge control program conforming to ANSI/ESD S20.20 or MIL-STD-1686, covering all areas in which electrostatic-sensitive Product is handled, stored, or packaged. The program shall include documented personnel training, periodic recertification, verification of grounding and workstation compliance, and retention of compliance records. Additional program elements may be identified on the Order, in the statement of work, or on the drawing.
CF-QC-402 · Electrostatic Discharge Packaging
Global · Applicability S — Applies to EEE parts and electrostatic-sensitive devices.
Seller shall package all electrostatic-sensitive Product in static-shielding material conforming to MIL-PRF-81705 Type I or equivalent, closed and sealed, with the appropriate ESD sensitivity marking applied to the exterior of the unit package. Discrete EEE parts shall be individually isolated and shall not be delivered in bulk absent Cofactr's written authorization. Pink polyethylene and other amine-based antistatic materials are prohibited under CF-QC-206.
CF-QC-403 · Moisture Sensitivity and Dry Pack
Non-Global · Applicability S — Applies to moisture-sensitive surface-mount devices.
Seller shall identify the moisture sensitivity level of all moisture-sensitive Product in accordance with J-STD-020 and shall package, label, and deliver it in accordance with J-STD-033. Dry-pack shipments shall include a moisture barrier bag sealed with desiccant and a current humidity indicator card, and shall be labeled with the moisture sensitivity level, the bag seal date, and the applicable floor life. Product delivered with a breached moisture barrier bag, an expired or indicating humidity card, or exhausted floor life is nonconforming.
CF-QC-404 · Date Code Age
Non-Global · Applicability A
Unless otherwise specified on the Order, EEE parts delivered under the Order shall bear an original manufacturer date code no older than twenty-four (24) months at the time of shipment. Where the Order, the drawing, or a Customer flowdown specifies a different limit, the more stringent limit applies. Date code shall be recorded on the Certificate of Conformance for every lot delivered and shall be identified on the unit package label.
CF-QC-405 · Shelf Life and Remaining Life on Delivery
Non-Global · Applicability S — Applies to shelf-life-controlled, perishable, and age-sensitive material.
For temperature-controlled, perishable, and age-sensitive material, including adhesives, epoxies, paints, bonding agents, prepregs, elastomers, and solder paste, Seller shall furnish with each lot the date of manufacture, date of test where a test requirement is defined, lot or batch number, total shelf life, expiration date, date of shipment, and required storage temperature. Expiration date shall be expressed as month, day, and year; where the day is not stated, Cofactr will interpret the expiration as the first day of the stated month. Container labels shall identify part number, lot or batch number, storage temperature, and expiration date. Product shall have not less than eighty percent (80%) of its total shelf life remaining upon receipt, or the percentage stated on the Order, whichever is greater. Material with lapsed shelf life shall not be delivered and shall not be incorporated into any Product under any circumstance. Seller shall operate first-expired-first-out rotation for shelf-life-controlled stock.
CF-QC-407 · Temperature-Controlled Handling and Transport
Non-Global · Applicability S — Applies to temperature-controlled and time-at-temperature-controlled material.
Where Product is temperature-controlled or time-at-temperature-controlled, Seller shall furnish packaging qualified to maintain the required temperature range throughout transit from Seller's facility to the delivery point, and shall include temperature monitoring equipment sufficient to demonstrate that the required range was maintained. Monitoring data shall be delivered with the shipment. Product for which excursion beyond the specified range is indicated, or for which monitoring data is absent, is nonconforming and shall not be accepted without Cofactr's written disposition.
CF-QC-408 · Solderability Shelf Life and Terminal Finish Condition
Non-Global · Applicability S — Applies to solderable EEE parts and printed circuit boards.
Product with solderable terminations or surfaces shall be delivered with not less than eighty percent (80%) of its applicable solderability shelf life remaining. For purposes of this clause, solderability shelf life is three (3) years from date of manufacture for immersion and electroplated finishes and six (6) months from date of manufacture for hot air solder leveled finishes, unless the applicable specification or the Order states otherwise. Terminations shall be free of oxidation, contamination, and mechanical damage. Where the Order so requires, Seller shall furnish solderability test results to J-STD-002 or J-STD-003 as applicable.
CF-QC-409 · Cleanliness
Global · Applicability A
Unless otherwise specified on the drawing or the Order, Seller shall deliver Product meeting general cleanliness requirements: free of coolant, oils, cutting fluids, process residue, temporary marking, and debris. Product shall be wiped down prior to packaging. Product requiring precision cleaning shall be cleaned to the specification identified on the Order, and evidence of cleaning shall accompany the shipment.
500 — Packaging, Marking, Shipping, Delivery
CF-QC-504 · On-Time Delivery and Delay Notification
Global · Applicability A
Seller shall meet the delivery dates stated on the Order. Time is of the essence. Upon becoming aware of any circumstance likely to cause a delay, Seller shall immediately notify Cofactr in writing, stating the cause of the delay, the affected part numbers and quantities, and the revised delivery date. Notification does not constitute Cofactr's acceptance of a revised date or waiver of any remedy. Where the delay would cause Cofactr to miss a Customer commitment, Seller shall, at Cofactr's election and at Seller's expense, expedite production, use premium freight, or partial-ship to recover schedule.
600 — Nonconformance, Change Control, Corrective Action
CF-QC-601 · Nonconforming Material Control
Global · Applicability A
Seller shall not ship nonconforming Product without Cofactr's prior written authorization. Where Seller identifies a nonconformance before shipment, Seller shall submit a written waiver or deviation request to the Cofactr Procurement Representative identifying the part number, lot, quantity affected, the nature of the nonconformance, and Seller's proposed disposition and root cause. Authorized nonconforming Product shall be clearly labeled as nonconforming, shall be segregated in shipment, and shall be accompanied by a copy of the written authorization. Authorization is granted per lot and per part number and does not extend to any subsequent lot or order absent a further written authorization.
CF-QC-602 · Escape and Notification of Escapement
Global · Applicability A
Where Seller determines or suspects that Product already delivered is nonconforming, is suspect counterfeit, or contains an undisclosed condition affecting conformance, Seller shall notify the Cofactr Procurement Representative in writing within twenty-four (24) hours where the condition affects flight safety, a critical safety item, or authenticity, and within three (3) business days in all other cases. Notification shall identify the affected part numbers, lots, date codes, serial numbers, quantities, and shipment dates, the nature of the condition, and Seller's cause-and-extent-of-condition assessment. Seller shall promptly notify Cofactr whenever Seller becomes aware or reasonably suspects that Product delivered is subject to a recall, warning alert, GIDEP alert, or other notification concerning authenticity, quality, safety, process integrity, or specification compliance. Seller shall flow this clause to all lower-tier subcontractors without alteration.
CF-QC-603 · Material Review Authority Limitation
Non-Global · Applicability A
Seller and its sub-tier suppliers have no authority to disposition nonconforming Product as use-as-is or repair, and no authority to apply a standard repair procedure, for Product designed to a Cofactr or Customer specification. Seller shall not perform unauthorized repair, including welding, brazing, soldering, plating, or the application of adhesives or fillers, without Cofactr's prior written consent. Casting and forging defects shall not be repaired under any circumstance without written authorization. Seller shall not scrap Cofactr-owned or Customer-owned material without Cofactr's written consent. Nonconforming Product shall be referred to Cofactr for disposition, and Cofactr will obtain Customer disposition where the Product is Customer-designed. This clause does not apply to COTS Product or to Product designed by Seller.
CF-QC-604 · Change and Discontinuance Notification
Global · Applicability A
Seller shall not incorporate any change to design, material, part number, manufacturing process, procedure, tooling, test equipment, manufacturing location, or packaging affecting Product under the Order without prior written approval from the Cofactr Procurement Representative, where the change is non-interchangeable or affects form, fit, or function. For changes that are interchangeable in all applications, Seller shall furnish a product change notice for review and concurrence in advance of implementation, and in no case less than six (6) months in advance where the change affects design, material, process, manufacturing site, tooling, or packaging. Seller shall give Cofactr not less than eighteen (18) months prior written notice before discontinuing manufacture of any Product, during which period Cofactr may place orders for delivery up to thirty-six (36) months from the date of notice. Seller shall notify Cofactr promptly of any last-time-buy, allocation, or extended-lead-time condition.
CF-QC-605 · Corrective Action Response
Global · Applicability A
Upon receipt of a Cofactr supplier corrective action request, Seller shall furnish an initial response within three (3) business days acknowledging receipt and stating containment actions taken, and a complete corrective action plan within ten (10) working days addressing root cause, corrective action, preventive action, effectiveness verification method, and implementation dates. Where the request arises from an audit finding, the corrective action plan is due within ten (10) working days of the written audit report. Cofactr may require objective evidence of effectiveness before closing the request, and may condition continued approved-supplier status on closure.
CF-QC-606 · First Article Inspection
Non-Global · Applicability S — Applies to Cofactr- or Customer-designed product and build-to-print work.
Seller shall perform a First Article Inspection in accordance with AS9102 and shall furnish the completed First Article Inspection Report with the Product on which it was performed. A First Article Inspection is required on a representative part from the first production run, following any change or deviation that invalidates a prior First Article Inspection, following a change in manufacturing location or tooling, and following a lapse in production exceeding twenty-four (24) months. All data fields identified in AS9102 as required or conditionally required shall be completed where applicable and marked "N/A" where not; fields shall not be left blank. A partial or delta First Article Inspection Report is acceptable for a change to a part for which a complete report has previously been accepted, with Cofactr's written approval. The First Article part shall be identified with non-permanent, non-FOD-generating marking and traceability to that part shall be maintained through delivery. This clause does not apply to COTS Product, standard catalog items, MIL-STD parts, research and development hardware, or delivered software.
700 — Regulatory and Government Flowdowns
CF-QC-701 · Export Control
Non-Global · Applicability A
Seller shall comply with all applicable United States export control laws and regulations, including the International Traffic in Arms Regulations (22 CFR 120–130) and the Export Administration Regulations (15 CFR 730–774), and with the export control laws of any other applicable jurisdiction. Seller shall not export, re-export, retransfer, or otherwise provide access to any technical data, defense article, software, or controlled technology furnished by or on behalf of Cofactr, and shall not permit access by any person who is not a United States person as defined at 22 CFR 120.62, without Cofactr's prior written authorization and any required United States Government authorization. Seller shall notify Cofactr in advance of the jurisdiction and classification of any Product or technical data it furnishes, and shall identify any Product subject to the United States Munitions List. Seller shall flow this clause to all lower-tier subcontractors without alteration. Any unauthorized disclosure shall be reported to Cofactr within one (1) business day of discovery.
CF-QC-702 · Restricted and Denied Party Screening
Non-Global · Applicability A
Seller represents and warrants that neither Seller, nor any of its principals, affiliates, or sub-tier suppliers performing work under the Order, is: debarred, suspended, or proposed for debarment, or otherwise identified in the exclusions maintained in the System for Award Management; identified on the Specially Designated Nationals and Blocked Persons List or any other list maintained by the Office of Foreign Assets Control; identified on the Denied Persons List, Entity List, or Unverified List maintained by the Bureau of Industry and Security; or identified on the Debarred List maintained by the Directorate of Defense Trade Controls. Seller shall screen its sub-tier suppliers against these lists, shall re-screen not less than annually and upon any change of ownership or control, and shall notify Cofactr in writing within one (1) business day of any change in the accuracy of this representation. This clause shall be flowed to all lower-tier subcontractors without alteration.
CF-QC-703 · Section 889 Covered Telecommunications
Non-Global · Applicability A
Seller certifies that it does not use any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system, including equipment or services produced or provided by Huawei Technologies Company, ZTE Corporation, Hytera Communications Corporation, Hangzhou Hikvision Digital Technology Company, or Dahua Technology Company, or any subsidiary or affiliate of any of them. Where the Order so states, this prohibition applies to Seller's entire operations; otherwise it applies to the equipment, systems, and services used in performance of the Order. Where Seller identifies covered telecommunications equipment or services during performance, Seller shall notify Cofactr within one (1) business day of discovery and shall furnish a mitigation plan within ten (10) business days. This clause shall be flowed to all lower-tier subcontractors without alteration.
CF-QC-704 · Covered Application Prohibition
Non-Global · Applicability A
Seller shall not use, or permit the use of, TikTok or any other application or service developed or provided by ByteDance Ltd. or any entity owned or controlled by ByteDance Ltd. on any information technology used in the performance of the Order, including employee-owned devices used for work under the Order. Where the Order identifies additional prohibited applications or services, this prohibition extends to them. Seller shall maintain a documented policy implementing this prohibition and shall furnish it to Cofactr on request. This clause shall be flowed to all lower-tier subcontractors without alteration.
CF-QC-705 · Defense Priorities and Allocations System Rated Orders
Non-Global · Applicability S — Applies where the Order bears a DPAS priority rating.
Where the Order bears a Defense Priorities and Allocations System priority rating, the Order is a rated order certified for national defense use, and Seller is required to comply with all provisions of the Defense Priorities and Allocations System regulation at 15 CFR part 700, including the obligations to accept the order, to schedule it so as to meet the delivery requirement, and to extend the rating to sub-tier orders for items needed to fill it. Seller shall acknowledge acceptance or rejection in writing within the period prescribed by 15 CFR 700.13, and where the Order is DX-rated or is DO-rated with a value exceeding the threshold stated on the Order, shall sign and return the Order within that period. Seller shall not discriminate against a rated order in any respect. This clause shall be flowed to all lower-tier subcontractors without alteration.
CF-QC-706 · Domestic and Designated-Country Source Restrictions
Non-Global · Applicability S — Applies where the Order is placed under a US Government prime contract carrying source restrictions.
Where the Order so states, all alloys, metals, and materials furnished under the Order shall be melted or produced in the United States or in a "designated country" as defined at 48 CFR 25.003, and Seller shall not source from any other origin absent Cofactr's prior written approval. Where the Order invokes DFARS 252.225-7008 or 252.225-7009, specialty metals shall be melted or produced in the United States or a qualifying country as defined therein. Seller shall furnish mill certifications identifying the country of melt and the country of production for every lot delivered. This clause shall be flowed to all lower-tier subcontractors without alteration.
CF-QC-707 · Material Declarations
Non-Global · Applicability S — Applies where the Order requires substance or origin declarations.
Seller shall furnish, for each part number delivered, declarations of compliance and supporting data as required by the Order, including: Directive 2011/65/EU (RoHS) status and exemption citations; Regulation (EC) 1907/2006 (REACH) substances of very high concern content and notification status; conflict minerals sourcing information sufficient for Cofactr to meet its obligations under Section 1502 of the Dodd-Frank Act, in Conflict Minerals Reporting Template format where requested; California Proposition 65 listed substance content; and full material disclosure where the Order so requires. Seller shall notify Cofactr within thirty (30) days of any change to a previously furnished declaration.
CF-QC-708 · Supplier Code of Conduct
Global · Applicability A
Seller shall comply with the Cofactr Supplier Code of Conduct and with the Responsible Business Alliance Code of Conduct, including their provisions on forced labor, child labor, human trafficking, working hours, wages, freedom of association, worker health and safety, environmental compliance, and business ethics. Seller shall comply with the Trafficking Victims Protection Act and, where the Order is placed under a United States Government prime contract, with FAR 52.222-50 and FAR 52.222-56. Seller shall complete the Responsible Business Alliance Self-Assessment Questionnaire on request, shall share Validated Assessment Program audit reports where it holds them, and shall permit Cofactr or its designee to verify compliance. Seller shall flow this clause to all lower-tier subcontractors performing work under the Order.
800 — Information Security, IP, Confidentiality, Publicity
CF-QC-801 · Confidentiality and Proprietary Information
Global · Applicability A
All information furnished to Seller by or on behalf of Cofactr in connection with the Order, including drawings, specifications, part numbers, models, images, quantities, pricing, program identity, and distinguishing characteristics, is the proprietary and confidential information of Cofactr or its Customer. Seller shall use it solely to perform the Order, shall not disclose it to any third party other than a sub-tier supplier bound by equivalent written obligations and with a need to know, shall protect it with not less than the care it applies to its own confidential information, and shall return or destroy it on request or upon completion of the Order. Seller acquires no license or right in such information. Seller shall flow this clause to all lower-tier subcontractors receiving such information.
CF-QC-802 · Information Security and Controlled Unclassified Information
Global · Applicability S — Applies where Seller receives, stores, processes, or transmits controlled unclassified information or covered defense information.
Where Seller receives, stores, processes, or transmits controlled unclassified information or covered defense information in performance of the Order, Seller shall implement and maintain the security requirements of NIST SP 800-171 and shall comply with DFARS 252.204-7012, 252.204-7019, 252.204-7020, and 252.204-7021 as applicable, including any Cybersecurity Maturity Model Certification level identified on the Order. Seller shall not store or process such information on a personally owned device, and shall not permit access from a device or network that does not meet the applicable requirements. Seller shall furnish evidence of its Supplier Performance Risk System assessment score and Cybersecurity Maturity Model Certification status on request. Seller shall flow this clause to all lower-tier subcontractors that will receive such information.
CF-QC-803 · Publicity and Public Release Restriction
Global · Applicability A
Seller shall not disseminate, publish, or publicly release any information developed under the Order, and shall not reference Cofactr, Cofactr's Customer, the Order, or the program in any public statement, press release, advertisement, customer list, case study, social media post, or publication, without Cofactr's prior written approval. Where an approved publication concerns work funded in whole or in part by the United States Government, it shall include the disclaimer language furnished by Cofactr with the approval. Seller shall flow this clause to all lower-tier subcontractors without alteration.
CF-QC-804 · Cyber Incident Reporting
Global · Applicability A
Seller shall report to Cofactr any cyber incident, unauthorized access, data breach, ransomware event, or compromise affecting Seller's information systems that may reasonably have affected Cofactr or Customer information, technical data, or the performance of the Order. Reporting shall occur within twenty-four (24) hours of discovery, or within seventy-two (72) hours where the Order does not involve controlled unclassified information or covered defense information. Where DFARS 252.204-7012 applies, Seller shall additionally report to the Department of Defense within seventy-two (72) hours as required by that clause and shall furnish Cofactr the incident report number. Seller shall preserve and protect all affected images and evidence for not less than ninety (90) days, shall cooperate with Cofactr's investigation, and shall furnish a root cause analysis and corrective action plan. Seller shall flow this clause to all lower-tier subcontractors without alteration.
End of document. 47 clauses. Direct questions to the Cofactr Procurement Representative identified on the Order.