Purchase Order Terms & Conditions
Effective June 1, 2017
- ACCEPTANCE AND TERMS AND CONDITIONS:
Seller accepts this order and any amendments by returning to the Purchaser a purchase order confirmation. Even without such written acknowledgment, Seller’s full or partial performance under this order will constitute acceptance of these terms and conditions. By acceptance of this order, Seller agrees to be bound by, and to comply with all the terms and conditions of this order, which includes any supplements to it, and all specifications and other documents referred to in this order. These terms and conditions apply to everything in this order and constitute Purchaser’s offer to seller, which Purchaser my revoke at any time before Seller accepts it. This order is not an acceptance by Purchaser of any offer to sell, any quotation, or any proposal. Reference in this order to any such offer to sell, quotation, or of any offer to sell, any quotation or proposal will constitute a modification of any of these terms and conditions. Terms and conditions different from or in addition to these terms and conditions, whether contained in any acknowledgment of this order, or with delivery of any goods or services under this order, whether or not they would materially alter this order, and purchaser hereby rejects them. These terms and conditions may be modified only by a written document signed by duly authorized representatives of purchaser and seller.
Time is of the essence of this order. Purchaser may by written notice of default to seller terminate all or any part of this order in any one of the following circumstances: (1) if seller fails to perform within the time specified herein or any extensions agreed to by Purchaser in writing, or (2) if seller fails to perform any of the other provisions of this order, or so fails to make progress as to endanger performance of this order in accordance with its terms, and in the circumstances set out in clause (3) it does not cure such failure within a period of (10) days or (such longer period as Purchaser may authorize in writing) after receipt of notice from purchaser specifying such failure, and procure, on such terms as it will deem appropriate, goods, or services similar to those so terminated. Seller will continue performance of this order to the extent not terminated and will be liable to Purchaser for any excess costs for such similar goods or services. As an alternate remedy, and in lieu of termination for default. Purchaser, at its sole discretion, may elect to extend the delivery schedule and or waive other deficiencies in Seller’s performance, in which case an equitable reduction in the order price will be negotiated. If Seller for any reason anticipates difficulty in complying with the required delivery date, or in meeting any of the other requirements of this order, Seller will promptly notify purchaser in writing. If Seller does not comply with Purchaser’s delivery schedule, Purchaser may require delivery by fastest way and charges resulting from the premium transportation must be fully prepaid and absorbed by the Seller. The rights and remedies of Purchaser provided in this Section 2 will not be exclusive and are in addition to any other rights and remedies provided by the Uniform Commercial Code, by law, at equity or under this order.
This order must not be filled at a price higher than shown on the face of the order. If no price is set forth on the front of this order, the goods or services will be billed at the price last quoted or at the prevailing market price, whichever is lower, and in the event, goods and services ordered under this order will not be billed at a higher price than last quoted or charged without Purchaser’s specific written authorization. Purchaser will be entitled at all times to set off any amount owed at any time by Seller or any of its affiliates to Purchaser or any of its affiliates against any amount payable at any time my purchaser in connection with this order. No extras arising out of transactions contemplated by the order will be borne by the seller except as otherwise specified by the parties in writing. Seller warrants to Purchaser that the price for the goods or services sold to Purchaser under this order are not less than those currently extended to any other customer for the same or similar goods and or services in equal or less quantities. If seller reduces its prices for such goods and or services during the term of this order, Seller shall correspondingly reduce the prices of goods and or services sold thereafter to Purchaser under this order.
- INVOICES AND PAYMENT:
Invoices shall be rendered in duplicate and shall contain the purchase order number, item number, description of goods or services, quantities, unit prices, and total purchase price. All taxes shall be stated separately. Payment shall be made on the terms of Net 30 days.
All goods must be packaged in the manner as specified by the purchaser and shipped in the manner and by the route and carrier designated by Purchaser. If purchaser does not specify the manner in which the goods must be packaged, Seller shall package the goods so as to avoid any damage in transit. If purchaser does not specify the manner of shipment, route or carrier, seller shall ship the goods at the lowest possible transportation rates, consistent with Seller’s obligation to meet the delivery schedule set forth in this order.
All goods and services will be subject to inspection and test by Purchaser and its customer at all times and places including the period of manufacture and in any event prior to final acceptance. Final acceptance or rejection of the goods or services will be made as promptly as practical after delivery except as otherwise provided in this order, but failure to inspect and accept or reject goods or services or failure to detect defects by inspection, will neither relieve the seller from responsibility for such goods or services as are not in accordance with this order nor impose liabilities on Purchaser for them. Requirements for the supplier to:
- notify the organization of nonconforming product, a. If the materials or product are applicable to aircraft part manufacture, the following statement shall be included on the purchase order. b. “The supplier is required to report to the production approval holder if a product or article has been released and subsequently found not to conform to the applicable design data.”
- obtain organization approval for nonconforming product disposition
Purchaser’s payment for the goods shall not constitute is acceptance of the goods. Goods rejected and goods supplied in excess of quantities ordered by be returned to the Seller at its expense. Payment, if any, made for any good rejected thereunder shall be promptly refunded by Seller. Seller will provide and maintain an inspection and process control system acceptable to Purchaser and its customer covering the goods and services ordered. If any of the goods or services are found at any time to be defective in material or workmanship, or otherwise not in conformity with the requirements of this order, including any applicable drawings and specifications, then Purchaser, in addition to such other rights and remedies it may have by contract or by law or equity, at its sole discretion my reject and return such goods at Seller’s expense, require Seller to inspect the goods and remove nonconforming goods and/or require Seller to replace nonconforming goods or services with conforming goods or services. If seller fails to make the necessary inspection removal and replacement in a time and manner satisfactory to Purchaser, Purchaser may at its option inspect and sort the goods; Seller will pay any related costs.
Seller represents and warrants that (a) all goods and services are free from any claim of any nature by any third person and that Seller will convey clear title to purchaser, (b) all services are performed in a manner acceptable in the industry and in accordance with generally accepted standards, are free from all defects, are fit for the particular purposes for which they are purchased and that the goods and services are provided in strict accordance with the specifications, drawings, designs or other requirements approved or adopted by Purchaser. Purchaser’s inspection, test, acceptance or use of the goods shall not affect seller’s obligations under these warranties. Seller shall replace or correct, at Purchaser’s option and at Seller’s cost, defects of any goods not conforming to these warranties. All warranties of seller herein or which are implied by law shall survive any inspection, delivery, acceptance or payment by purchaser. Any attempt by seller to limit, disclaim, or restrict these warranties or any remedies of purchaser, by acknowledgment or otherwise, in accepting or performing this order, will be null, void, and ineffective without purchaser’s written consent.
- RIGHT OF ACCESS:
Right of access by the organization, their customers and regulatory authorities to the applicable areas of all facilities, at any level of the supply chain, involved in the order and to all applicable records.
Seller shall indemnify and hold purchaser and its affiliates harmless and, upon request, shall defend each of them from and against any or all claims, demands litigation or proceedings of whatever kind, whether based upon negligence, breach of express or implied warranty, strict liability or any other theory, and from and against all direct, indirect, special exemplary, incidental or consequential damages of every kind whatsoever, arising out of by reason of, or in any way connected with the goods and or services, the design, manner of preparation, manufacture, construction, completion or delivery or non-delivery of any goods and/or services by seller or any of seller’s employees, workers, servants, agents, subcontractors or suppliers. Seller shall, upon request, pay or reimburse purchaser or any other party entitled to indemnification hereunder for all costs and expenses, including attorneys’ fees, as incurred by purchaser or such other party in connection with any such claim, demand, litigation, proceeding, loss or damage. PURCHASERS AGGREGATE LIABILITY ARISING FROM AND/OR RELATING TO THIS ORDER IS LIMITED TO THE AMOUNT PAID BY PURCHASER FOR THE GOODS AND OR SERVICES. TO THE MAXIMUM EXTENT ALLOWABLE UNDER APPLICABLE LAW, CONSEQUENTIAL, INDIRECT OR PUNITIVE DAMAGES INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR REVENUES EVEN IF PURCHASER HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
- PURCHASERS PROPERTY:
Tangible or intangible property of any nature furnished to seller by purchaser or specifically paid for in whole or in part by purchaser, and any replacements or attachments, are the property of purchaser and, unless otherwise agreed in writing by purchaser, will be used only by seller solely to render services or provide goods to purchaser. Seller will not substitute any property or take any action inconsistent with purchaser’s ownership of such property. While in seller’s custody or control such property will be held at seller’s risk, will be kept insured by seller at its expense for its replacement cost with loss payable to purchaser and will be subject to removal at purchaser’s written request, in which event seller will prepare such property for shipment and re-delivery to purchaser in the same condition as originally received by seller, reasonable wear and tear excepted, all at seller’s expense.
At all times purchaser will have the right to make changes to this order including changes to the drawings, designs, configurations, specifications, quantities, methods of shipment or packing and delivery schedules or locations of delivery. If any such changes cause an increase or decrease in the cost of or the time required for the performance of any work under this order, an equitable adjustment will be made in the contract price or delivery schedule, or both, and this order will be modified in writing accordingly.
- COMPLIANCE WITH LAWS:
Seller represents and warrants that it is in compliance with all goods and/or services supplied hereunder have been produced or provided in compliance with the applicable provisions of all federal, state, or local laws or ordinances and all related lawful orders, rules and regulations. Seller will also comply with any provisions, representations or agreements, or contractual clauses required to be included or incorporated by reference or operation of law in any order. The seller will ensure that all persons, either employees or contractors, understand their contribution to product or service conformity, product safety and the importance of ethical behavior.The seller will ensure the appropriate flow down of technical documentation and other required information to sub-suppliers, in accordance with statutory and regulatory requirements (i.e.: FAA, EASA or export control regulations) as required and ensure compliance with these requirements.
- COUNTERFEIT PARTS:
Nonconforming, counterfeit parts shall be segregated and dispositioned in a manner to prevent re-entering into production and shipment to the Buyer. All occurrences of counterfeit parts shall be documented and reported, as appropriate, to external organizations (i.e. regulatory enforcement agencies). Sellers shall be held liable for any counterfeit parts entering the buyer’s facility up to and including all cost incurred by the Buyer resulting from the counterfeit part(s).
- CONFIDENTIAL OR PROPRIETARY INFORMATION:
Notwithstanding any document marking to the contrary, any knowledge or information which the seller will have disclosed or may later disclose to purchaser, and which in any way relates to the goods or services covered by this order will not, unless otherwise specifically agreed to in writing by purchaser, be deemed to be confidential or proprietary information, and will be acquired by purchaser, free from any restrictions. Seller will keep confidential any technical, process, economic or other information derived from drawings, specifications, and other data furnished by purchaser in connection with this order and will not divulge, export, or use directly or indirectly such information for the benefit of any other party without obtaining purchasers prior written consent. Except as required for the efficient performance of this order, seller will not use such information or make copies or permit copies to be made of such drawings, specifications, or other data without the prior written consent of purchaser.
Purchaser may terminate all or any part of this order for convenience at any time by written notice to seller. Upon such termination, purchaser’s liability will be limited to reasonable termination charges mutually agreed by seller and purchaser, provided that seller must specify any proposed charges in writing within fifteen (15) days after termination. This order shall terminate automatically, without notice, if seller becomes insolvent or the subject of any proceeding under the laws relating to bankruptcy or the relief of debtors.
- It is agreed that all technical documentation and other literature necessary for the proper use of the goods and services will be provided to the purchaser.
- Record retention of all documentation related to this order must meet the FAA or regulatory governmental agencies (i.e.: FAA, EASA, etc) for parts that are regulated by those agencies.