PART I: OUTBOUND QUOTATION & SALES TERMS (X Technologies as Seller)
Prices, Orders, and Acceptance
Quotations: Prices are set forth in the formal quotation issued by X Technologies to the Customer (“Quote”). All Quotes expire thirty (30) days from the date of issuance unless otherwise explicitly stated.
Price Adjustments: X Technologies reserves the right to adjust quoted prices at any time prior to delivery to reflect increases in tariffs, duties, and applicable taxes. In such events, X Technologies will reissue its Quote or sales order acknowledgement.
Order Acceptance: All purchase orders are subject to acceptance at the sole discretion of X Technologies and become binding only upon issuance of an official written sales order acknowledgement.
Order Suspension & Cancellation: X Technologies reserves the right to suspend or cancel any order if inaccurate information is provided, if Customer has outstanding past-due balances, or if Customer is not in good standing.
Configuration Baseline: Acceptance is based on the revision level of drawings, specifications, and requirements provided at the time of quotation. Any deviation from the baseline requires written approval and may impact cost and schedule.
Customer Change Orders
Any post-acceptance modifications to specifications, drawings, quantities, delivery schedules, or other requirements requested by Customer (“Change Order”) require X Technologies’ written approval.
Upon receiving a Change Order request, X Technologies will evaluate cost and lead-time impacts and submit a revised quote. No Change Order is binding until mutually agreed upon in writing.
First Article & Prototypes
Quotations and delivery schedules assume initial First Article/prototype acceptance against agreed specifications.
Rejection, rework, modifications, or repeat submissions driven by Customer changes or revised specifications will result in adjustments to pricing and lead times, with all associated costs borne by Customer. Production pricing and delivery schedules remain contingent upon timely written approval of the First Article.
FAI Requirements: When AS9102 First Article Inspection is required, Customer must clearly specify this requirement at the RFQ stage. Any late notification may result in additional cost.
PART II: INBOUND PROCUREMENT & PURCHASE ORDER TERMS (X Technologies as Buyer)
Purchase Order Binding Effect & Precedence
Acceptance: Agreement by Supplier/Seller to furnish goods, materials, or services (“Products”), commencement of performance, or acceptance of payment constitutes full acceptance of this Purchase Order (“Order”).
Entire Agreement: This Order supersedes all prior oral or written agreements and conflicting terms contained in Seller’s quotations, acknowledgments, or invoices. X Technologies’ failure to object to conflicting provisions does not constitute acceptance. Modifications must be executed in writing by X Technologies’ authorized representative.
Delivery, Shipment, and Risk of Loss
Timing: Seller must deliver Products strictly according to the dates, quantities, and specifications established in the Order. Late deliveries constitute a material breach.
Remedies for Delivery Failure: If Seller fails to deliver on time, X Technologies may, at its sole discretion:
Terminate the Order in whole or in part without liability.
Procure substitute goods/services from secondary sources and charge Seller for resulting excess costs.
Require expedited shipping at Seller’s sole expense.
Return unauthorized advance shipments or excess quantities at Seller’s risk and expense or defer payment until the scheduled delivery date.
Shipping Instructions: Unless agreed otherwise in writing, all shipments are FOB Destination, shipped complete to a single location under a single bill of lading/airbill.
Title & Risk of Loss: Title passes upon final acceptance by X Technologies. Risk of loss or damage remains with Seller until destination delivery (or until carrier transfer if FOB Origin). Risk of loss for nonconforming items remains with Seller at all times until cured and accepted.
Quality, Conformance, Inspection, and Acceptance
Inspection Rights: X Technologies, its customers, and regulatory authorities reserve the right to inspect and test materials, processes, and workmanship at Seller’s facility (source inspection) and/or at destination before, during, and after performance.
Inspection Period: X Technologies shall have a period of up to twelve (12) months following receipt of Goods (“Inspection Period”) to inspect, test, and evaluate conformity.
Non-Waiver: Preliminary inspection, testing, design approval, or payment does not constitute acceptance and does not waive X Technologies’ rights regarding latent defects, nonconformance, fraud, or warranty breaches.
Nonconforming Goods: X Technologies may reject or hold for rework any nonconforming Products. Seller bears all costs of repair, replacement, freight/transportation, repackaging, and reinspection.
Costs Associated with Nonconforming Goods: Notwithstanding any other provision, Seller shall be liable for X‑Technologies’ actual costs, expenses, and damages arising from or related to nonconforming Goods, including but not limited to labor, transportation, expediting, removal, disassembly, failure analysis, fault isolation, assembly, reinstallation, re‑inspection, retrofit, replacement, and all other corrective action costs incurred by X‑Technologies.
Obsolescence
Notification of Obsolescence: Seller shall promptly notify X‑Technologies in writing of any actual or anticipated obsolescence, end‑of‑life (EOL), last‑time‑buy (LTB), or material discontinuation affecting the Goods or any component, raw material, or special process used in their manufacture. Notification shall be provided no less than twelve (12) months prior to the effective date of obsolescence whenever commercially possible.
Continuity of Supply: Upon receiving an obsolescence notice, Seller shall take all commercially reasonable steps to ensure continuity of supply, including identifying suitable alternatives, securing last‑time‑buy quantities, or proposing form‑fit‑function replacements acceptable to X‑Technologies.
Approval of Substitutions: No alternate material, component, or process may be used without prior written approval from X‑Technologies. Seller shall provide full technical data, qualification evidence, and traceability for any proposed substitute.
Compliance: Seller shall maintain obsolescence controls consistently, including monitoring of critical items, configuration management, and control of changes. Seller shall ensure all sub‑tier suppliers comply with equivalent requirements.
Records & Traceability: Seller shall maintain records demonstrating obsolescence monitoring, supplier notifications, and mitigation actions. Such records shall be retained for ten (10) years and made available to X‑Technologies upon request.
Flow‑Down: Seller shall flow down all obsolescence‑related requirements to applicable sub‑tier suppliers to ensure full supply‑chain visibility and compliance.
Traceability, Quality Management Systems, and Records
Traceability Requirements: Seller shall maintain complete traceability linking all parts, raw materials, and processes to their source. Each shipment must include:
Lot/batch numbers.
Material test certifications (mill certs, Certificates of Conformance / C-of-C).
Special process records (welding logs, heat treat charts, calibration data).
Unique identifiers (UID / serial numbers) where applicable.
Calibration: Tools, gauges, and test equipment must be calibrated at defined intervals against standards traceable to the National Institute of Standards and Technology (NIST).
Quality Systems: Seller must maintain a certified quality system (e.g., ISO 9001, AS9100) and obtain prior written authorization for special processes.
Records Retention: All order documentation, test results, certifications, drawings, and sub-tier purchasing data must be retained for at least ten (10) years and made available upon request for audits or regulatory investigations.
Raw Material Content Disclosure: Upon Buyers request, seller shall promptly provide detailed information regarding the raw material content of any imported Goods furnished under this Order. Such information shall include, at a minimum: the percentage by weight, volume, or value of each raw material specified by Buyer that is incorporated into the Goods; and the country of origin of each such raw material. Supplier shall use commercially reasonable efforts to obtain and verify such information from its sub-tier suppliers. Supplier’s obligation under this clause shall survive the term of the Order and remain in effect for a period of 10 years after the final delivery of Goods thereunder.
Immediate Notification: Seller must immediately notify X Technologies in writing of any nonconformance, loss of traceability, mislabeling, or changes to facilities, processes, or sub-tier vendors.
Counterfeit Parts Prevention & New Materials
New Materials: All delivered Products must consist exclusively of new, authentic, and un-reconditioned materials.
Authorized Sourcing: Seller warrants that no Counterfeit Parts are incorporated into Products. Materials and components must be procured directly from the Original Equipment Manufacturer (OEM) / Original Component Manufacturer (OCM) or their franchised/authorized distribution network.
Independent Distributors: Procurement through brokers or unauthorized independent distributors is prohibited without prior written authorization from X Technologies. Authentic OCM/OEM traceability documentation must be furnished upon request.
Chain of Custody: Seller shall maintain clear and accurate chain of custody for all materials. Seller shall not hide, alter, or remove any prior supplier’s name, labels, markings, or identification that show the pedigree or origin of the material. All original traceability information must remain intact and be provided to X‑Technologies upon request.
Sub‑Tier Supplier Controls: Seller shall ensure all sub‑tier suppliers comply with equivalent counterfeit‑avoidance requirements, including traceability, authorized sourcing, and chain‑of‑custody controls. Seller remains fully responsible for counterfeit prevention throughout the supply chain.
Notification of Suspected Counterfeit: Seller shall immediately notify X‑Technologies in writing if any material, component, or process is suspected or confirmed to be counterfeit, misrepresented, or lacking proper traceability. Seller shall quarantine affected items and cooperate fully with X‑Technologies’ investigation.
Corrective Action: In the event counterfeit or suspect counterfeit parts are identified, Seller shall, at its sole cost and expense, investigate the issue, provide a written root‑cause analysis, and implement a Corrective Action Plan acceptable to X‑Technologies. Seller shall replace all affected items at no cost and reimburse X‑Technologies for all related expenses.
Liability: Seller shall be liable for all costs, damages, and losses incurred by X‑Technologies arising from counterfeit or suspect counterfeit parts, including removal, disassembly, failure analysis, re‑inspection, replacement, customer notifications, and regulatory reporting.
Warranties
Scope: Seller warrants that all Products and services:
Are new, authentic, and free from defects in design, material, and workmanship.
Strictly conform to all drawings, specifications, samples, and applicable industry standards.
Are free and clear of all liens, claims, licenses, and encumbrances.
Conform to the highest professional and safety standards.
Duration & Beneficiaries: Warranties remain in effect for no less than twelve (12) months following final acceptance by X Technologies and survive delivery, inspection, payment, and subsequent resale. Warranties inure to the benefit of X Technologies, its successors, and its customers.
Supplier Monitoring, Performance, and Remedies
Metrics: X Technologies monitors supplier performance using metrics including On-Time Delivery (OTD) and Quality Acceptance Rates (first-pass yield).
Remedies for Underperformance: Failure to meet performance thresholds may result in formal Corrective Action Requests (CARs), Tiered Performance Reduction, Performance Improvement Plans (PIPs), disqualification from the Approved Supplier List (ASL), or contract termination.
Damages Recovery: X Technologies may recover from Seller all losses, expenses, reinspection costs, damages, and reasonable attorneys’ fees arising from breach of contract or delivery of defective goods.
Changes, Stop Work, and Termination
Buyer Changes: X Technologies may, via written notice, modify drawings, designs, specifications, delivery schedules, packaging, or shipping methods. Seller must assert any claim for equitable adjustment within thirty (30) days of receiving such notice, backed by detailed cost/schedule substantiation.
Stop Work: Upon written notice, Seller shall immediately suspend work for up to ninety (90) days, taking all reasonable steps to mitigate costs.
Termination for Convenience: X Technologies may terminate this Order in whole or in part for convenience at any time. Seller shall immediately cease work and mitigate costs. Payment will be limited strictly to conforming Products delivered and accepted prior to the effective date of termination.
Termination for Cause/Default: X Technologies may terminate immediately if Seller breaches any term, becomes insolvent, or fails to provide timely delivery or conforming goods.
X Technologies Proprietary Property and Tooling
All tooling, drawings, specifications, data, and materials furnished or paid for by X Technologies remain its exclusive property.
Seller shall clearly segregate, mark, and maintain X Technologies’ property (ordinary wear and tear excepted) and shall not use it for any third party without express written consent. X Technologies reserves the right to enter Seller’s premises upon reasonable notice to recover its property.
Invoicing, Taxes, and Subcontracting
Invoicing: Invoices must be submitted in U.S. Dollars (USD). Applicable taxes must be broken out as separate line items unless an exemption certificate is provided.
Subcontracting: Seller shall not subcontract the manufacturing or substantial performance of this Order without prior written approval from X Technologies.
Intellectual Property & Indemnification
IP Infringement: Seller warrants that Products do not infringe on any third-party intellectual property rights and agrees to defend, indemnify, and hold harmless X Technologies and its customers against all related claims, suits, liabilities, damages, and legal expenses.
Proprietary Developments: Inventions, tooling, designs, or data first created or derived in connection with this Order belong exclusively to X Technologies.
General Indemnity: Seller shall indemnify and hold harmless X Technologies, its officers, employees, and customers from all claims, personal injury, death, property damage, or product recalls arising out of the act, omission, defect, or breach of Seller or its subcontractors.
Insurance Requirements
Seller shall maintain, at its own expense (and ensure its subcontractors maintain), comprehensive insurance coverage, including:
Commercial General Liability and Property Damage.
Workers’ Compensation and Occupational Disease coverage (statutory limits).
Employer’s Liability.
Professional Liability and Motor Vehicle Liability.
Certificates of insurance must be provided to X Technologies upon request.
Compliance with Laws, Export Controls, and Ethics
Statutory Compliance: Seller warrants compliance with OSHA, Fair Labor Standards Act (FLSA), U.S. Department of Labor regulations, DOT Hazardous Materials rules, and international child labor prohibitions.
Anti-Kickback & Ethics: Seller warrants compliance with the Anti-Kickback Act of 1986 and must maintain and submit for review an active Supplier Code of Ethics and Conduct.
ITAR/EAR Export Controls: If supplying defense articles/services, Seller certifies registration with the Directorate of Defense Trade Controls (DDTC) and adherence to ITAR (22 CFR 120–130), EAR, and the Foreign Corrupt Practices Act (FCPA). Seller indemnifies X Technologies against all penalties and costs arising from export non-compliance.
Defense Priorities and Allocations System (DPAS): Seller acknowledges and agrees to comply with any “DO” or “DX” DPAS rating assigned to an Order.
Supplier recognizes that: X Technologies, Buyer, and their respective Affiliates are subject to Section 889 of the National Defense Authorization Act for Fiscal Year 2019 (“Section 889”), which prohibits prime contractors to the U.S. government from using (regardless of end use) “covered telecommunications equipment or services”, as such term is defined in Section 889 (“Prohibited Telecom”).
Supplier represents that: it shall not furnish to Buyer any Goods or Services that use or contain Prohibited Telecom. 26 RTX Proprietary 23.3.
Supplier commits to: have in place a supply chain policy and processes to determine whether it furnishes, or has furnished, to Buyer Goods, separately-identifiable items or components of Goods, or Services that use or contain Prohibited Telecom; (ii) notify Buyer, within one business day of Supplier’s identification, of the use or existence of Prohibited Telecom in the Goods and/or Services it furnishes, or has furnished, to Buyer (a “Prohibited Telecom Use Notice”), which shall include the brand, model number, and item description of such Goods and/or Services; and (iii) within ten (10) business days of Supplier’s submission of a Prohibited Telecom Use Notice, provide Buyer with such further available information as Buyer may request about such Supplier’s use of Prohibited Telecom in the Goods and/or Services it furnishes, or has furnished, to Buyer, and the efforts Supplier has taken, and will take, to prevent the use of Prohibited Telecom in the Goods and/or Services it furnishes to Buyer.
Supplier shall require: its subcontractors to satisfy the requirements of this Section.
Conflict Minerals & Environmental Responsibility
Conflict Minerals (3TG): When applicable, Seller shall ensure that any tin, tungsten, tantalum, or gold (3TG) contained in the Goods is sourced from conflict‑free smelters or refiners. Upon request, Seller shall provide X‑Technologies with basic documentation or a Conflict Minerals Reporting Template (CMRT) demonstrating responsible sourcing. Seller shall notify X‑Technologies if any risk of non‑compliance is identified.
Conflict Minerals Supply Chain Flow‑Down: Seller shall flow down conflict‑minerals requirements to applicable sub‑tier suppliers when such materials are used.
Environmental Responsibility (When Applicable): Seller shall comply with applicable environmental laws and regulations relevant to its operations. When required by customer or regulatory flow downs, Seller shall support reasonable requests related to greenhouse gas, global warming, or environmental impact information. Environmental Compliance
Prohibited Substances: Seller shall not use materials prohibited by FAR, DFARS, or aerospace customer specifications (e.g., ozone‑depleting substances). Seller shall notify X‑Technologies if any prohibited substance is discovered in the supply chain.
Sub‑Tier Supplier Controls: Seller shall ensure sub‑tier suppliers comply with applicable conflict‑minerals and environmental requirements when those requirements apply to the materials or processes they provide.
First-Tier Supplier Flow-Downs & U.S. Government Clauses
Supply Chain Flow-Down: Seller must flow down all quality, process, inspection, and regulatory requirements (including ISO 9001, AS9100, and access rights) to lower-tier suppliers.
Federal Acquisition Clauses: For Orders placed in support of U.S. Government prime contracts or subcontracts, the following FAR and DFARS clauses are incorporated by reference:
FAR 52.204-7: System for Award Management
FAR 52.204-21: Basic Safeguarding of Covered Contractor Information Systems
FAR 52.219-8 / 52.219-9: Utilization of Small Business Concerns / Subcontracting Plan
FAR 52.247-63 / 52.247-64: Preference for U.S.-Flag Air Carriers / Commercial Vessels
FAR 52.249-2 / 52.249-8: Termination for Convenience / Default (Fixed-Price)
DFARS 252.204-7012: Safeguarding Covered Defense Information & Cyber Incident Reporting
DFARS 252.244-7000: Subcontracts for Commercial Items
DFARS 252.246-7003: Notification of Potential Safety Issues
DFARS 252.247-7023 / 252.247-7024: Transportation of Supplies by Sea
Force Majeure, Severability, and Non-Waiver
Force Majeure: Neither party is liable for delays or non-performance caused by events beyond its reasonable control and without fault or negligence (e.g., acts of God, terrorism, sovereign government acts, epidemics, freight embargos, severe weather). Supplier/subcontractor defaults are explicitly excluded.
Severability: If any provision is held invalid or unenforceable, the remaining provisions remain in full force and effect.
Non-Waiver: Failure by X Technologies to enforce any provision shall not operate as a waiver of future enforcement of that or any other provision.
Precision Engineering. Trusted IT. Program Support. Mission Ready.
X-Technologies provides technical and program support for acquisition planning, documentation, coordination, and execution. Our team helps customers navigate complex requirements while keeping programs aligned and mission focused.
X-Technologies helps bring systems, people, and processes together into workable mission solutions. Our team supports integration efforts that improve coordination, functionality, and operational readiness.
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X-Technologies supports demonstrations, testing, validation, and evaluation activities to help customers verify performance and improve outcomes. Our team helps ensure solutions are reviewed, measured, and ready for real-world use.
X-Technologies supports repair and sustainment needs to help keep equipment operational and mission ready. Our team focuses on dependable service, practical solutions, and responsive support that helps reduce downtime.
X-Technologies provides quality-driven manufacturing and fabrication support built around customer requirements. Our team delivers practical, reliable solutions that support mission-critical programs and operational needs.
X-Technologies helps programs stay organized, aligned, and moving forward. Our team supports planning, coordination, documentation, reporting, and execution to help customers manage complex requirements with confidence.
X-Technologies helps programs stay organized, aligned, and moving forward. Our team supports planning, coordination, documentation, reporting, and execution to help customers manage complex requirements with confidence.
X-Technologies provides cybersecurity support focused on protecting systems, data, and mission operations. Our services help customers strengthen security, reduce risk, and align technology with compliance and operational requirements.
X-Technologies delivers dependable IT services that support secure, efficient, and reliable operations. From infrastructure support to technology planning and implementation, we help customers keep systems running and teams connected.
X-Technologies provides practical systems engineering support across planning, analysis, integration, testing, and sustainment to help customers solve complex mission needs.
