Purchase Order Terms and Conditions

• ORDERS AND AUTHORIZED AGENTS: Purchases are not valid unless a purchase order is issued by an AeroSpec employee.   AeroSpec may not honor invoices if work is started or completed without issuance of a purchase order.
• DEFINITION: AeroSpec is referred to as “Buyer” and Supplier is “Seller”.
• ENTIRE AGREEMENT: This purchase order and any documents referred to on the face hereof, constitute the entire agreement between the parties, unless mutually agreed to by both parties in writing.

• ACCEPTANCE-AGREEMENT:  It is requested Supplier confirm acceptance of AeroSpec purchase order through e-mail within 24 hours or sooner after receipt of order.  Acceptance of this order is assumed if supplier commences work or ships product. Any acceptance of this purchase order is limited to acceptance of these expressed terms and those contained on the face of AeroSpec purchase order. If there is a conflict between the terms on the face of this purchase order and these terms, the terms on the face of the purchase order will override those herein. Counter offers to these terms and conditions by supplier must be made known to Buyer in writing before work is started, otherwise the terms herein apply.  Any changes to the terms herein must be agreed to by both parties and documented in writing.

• SHIPMENT: Time is of the essence. On time delivery is a key competency for AeroSpec, therefore, supplier is obligated to proactively notify Buyer of any delays in shipments, accompanied by a reasonable corrective action plan. If supplier does not notify Buyer in a timely manner, or if the remedy is not acceptable, Buyer has the right to cancel this order without obligation to Buyer. If proposed delivery is not acceptable, Buyer may cancel order at no obligation to Buyer. If in order to comply with Sellers commit date and it becomes necessary for Seller to ship by a more expensive way than specified in this purchase order, any increased transportation costs shall be paid by Seller unless the necessity for such rerouting or expedited handling has been caused by Buyer.

• Over shipments/short shipments: Over shipments not authorized by buyer prior to shipping will not be accepted. Such shipments shall be returned at Seller’s expense, or retained by Buyer at no cost.  Short shipments are not allowed unless authorized by Buyer.  Buyer has the right to refuse partial shipments or cancel such order without liability to Buyer.  Unless partial shipments are approved by Buyer, added transportation charges will not be the responsibility of the Buyer.

• FORCE MAJEURE: Neither party to this agreement shall be liable for its failure to perform its obligations hereunder during a period in which such performance is delayed by causes beyond its reasonable control including but not limited to fire, flood, war, embargo, strike, riot, or the intervention of any government authority.  The party so delayed shall immediately notify the other party of the delay.  If Seller’s performance is delayed beyond the date the Buyer can accept, then the Buyer may terminate this agreement without charge or obligation.

• CHANGES: Buyer shall have the right at any time to make changes in drawings, designs, specification, materials, packaging, time and place of delivery and method of transportation.  If any such changes cause an increase or decrease in the cost, or the time required for the performance, an equitable adjustment shall be made and this agreement shall be modified in writing accordingly. Seller cannot make changes to specifications, pricing or any actions that affect the purchase order without written confirmation to the purchase order by authorized buyer.

• PRICE AND PAYMENT: Seller warrants that the prices for the articles sold Buyer hereunder are not less favorable than those currently extended to any other customer for the same or similar articles in similar quantities. In the event Seller reduces its price for such article during the term of this order, Seller agrees to reduce the prices hereof correspondingly.  Unless otherwise stated on the face of the purchase order, the price stated in this order includes all charges for packaging, boxing, crating, special handling.  No modifications or adjustment of the stated price may be made without the signed written agreement of Buyer.  In no event shall Seller add surcharges, adders without the express written consent of Buyer which would be executed through a purchase order revision.

Note:  AeroSpec is classified as a Service-Disabled Veteran-Owned Small Business (SDVOSB)-any discounts that apply to this status should be offered.

• SETOFF: In no case are setoffs by Buyer or Seller unless both parties agreed to such action in writing.

• PROPERTY: All materials, tools, tooling, plate, artwork, film, drawings, specifications and similar items furnished or paid for by Buyer shall be clearly identified as Buyer property and returned or disposed of by Seller as Buyer shall direct. Buyer supplied material, once tendered to supplier, is the responsibility of Seller.  Damage to such material whether caused by second operation processing or other causes will result in the Seller holding responsibility for replacement cost of such material or property.  Seller shall be responsible for loss of or damage to any such property, excepting normal wear and tear and shall furnish Buyer a written inventory request.  When Buyer requests the return of such items, Buyer shall give Seller 24 hours notice before arranging the return of such property.  If Buyer requests to inspect such property, Buyer will give reasonable notice before visiting Sellers site to inspect such property.

• DELIVERY AND RISK OF LOSS: Delivery shall be F.O.B. destination, title passes destination, unless otherwise specified on the face of this order. Each invoice shall show shipping charges as a separate item and shall contain the original or a copy of the bill indicating that payment by Seller for shipping has been made, not withstanding, any agreement by Buyer to pay freight or other transportation charges. Delivery is not complete until the goods have been actually received and accepted.  Risk of loss or damage prior to completion of delivery shall be upon the Seller, and any such loss or damage to goods or materials ordered hereunder shall not release Seller from any obligation hereunder.  Buyer reserves the right to refuse C.O.D. shipments, unless agreed to in writing by Buyer.

Note:  If product is shipped by Seller delivery vehicle and shipping terms are other than FOB Destination, Title Passes Destination, Buyer will not consider goods received until goods are tendered to Buyer at Buyer’s dock.

• WARRANTY:  Seller expressly warrants that all goods or services furnished under this agreement shall conform to all specifications and appropriate standards, will be new, and will be free from defects in material or workmanship.  Seller warrants that all such goods or services will conform to any statements made on the containers or labels or advertisements for such goods or services, and that any goods will be adequately contained packaged, marked and labeled.  Seller warrants that all goods or services furnished hereunder will be merchantable, and will be safe and appropriate for the purpose for which goods or services of that kind are normally used.  If Seller knows or has reason to know the particular purpose for which the Buyer intends to use the goods or services, Seller warrants that such goods will be fit for such particular purpose. Seller warrants that goods and services furnished will conform in all respects to samples.  Inspection, test, acceptance or use of the goods or services furnished hereunder shall not affect the Seller’s obligation under this warranty, and such warranties shall survive inspection, test, acceptance and use.  Seller’s warranty shall run to Buyer, its successors, assigns and customers, and user of products sold by Buyer.  Seller agrees to replace or correct defects of any goods or services not conforming to the foregoing  warranty promptly, without expense to Buyer, when notified of such nonconformity by Buyer, provided Buyer, after reasonable notice to Seller, may make such corrections or replace such goods and services and charge Seller for the cost incurred by the Buyer in doing so.

• INDEMNIFICATION:  Seller shall defend and hold harmless Buyer against all damages, claims or liabilities and expenses (including attorney ‘s fees) arising out of or resulting in any way from any defect in the goods or services purchased hereunder, or from any act or omission of Seller, its agents, employees or subcontractors.  This indemnification shall be in addition to the warranty obligation of Seller.

• INSPECTION/TESTING: Payment for the goods delivered hereunder shall not constitute acceptance thereof.  Buyer shall have the right to inspect such goods and to reject any or all of said goods which are in Buyer’s judgment defective or nonconforming.  Goods rejected and goods supplied in excess of quantities called for herein may be returned to Seller at its expense and, in addition to Buyer’s other rights, Buyer may charge Seller all expenses of unpacking, examining, repacking and reshipping such goods.  In the event Buyer receives goods whose defects or nonconformities are not apparent on examination, Buyer reserves the right to require replacement, as well as payment of damages. Nothing contained in this purchase order shall relieve in any way the Seller from the obligation of testing, inspection and quality control.

• IDENTIFICATION:  All invoices, packing lists, packages, shipping notices, instruction manuals, and other written documents affecting this order shall contain the applicable purchase order number, Buyer part number, or part identification noted on purchase order.  Packing lists shall be enclosed in each and every box or package shipped pursuant to this order, indicating the content of such boxes or packages.

• WAIVER: Buyer’s failure to insist on performance of any of the terms or conditions herein or to exercise any right or privilege or Buyer’s waiver of any breach hereunder shall not thereafter waive any other terms, conditions, or privileges, whether of the same or similar type.

• BANKRUPTCY: In the event of any proceeding, voluntary or involuntary, in bankruptcy or insolvency by or against the Supplier, including proceeding under the United States bankruptcy laws, or in the event of the appointment with or without Seller’s consent, or a receiver of an assignee for the benefit of creditors, Buyer shall be entitled to cancel any unfilled part of this order without liability whatsoever.

• TAXES:  Unless otherwise indicated on the face of the purchase order, Buyer agrees to pay all State of Arizona sales or use taxes.  Supplier will not charge for federal excise taxes, and Buyer agrees to furnish Supplier, upon acceptance of goods or materials supplied under this order, with an exemption certificate.

• EQUAL OPPORTUNITY: Supplier agrees to comply with all laws prohibiting discrimination against any employee or applicant for employment because of race, religion, color, national origin, sex, age or because of physical or mental handicap.

• COMPLIANCE WITH LAWS:  Seller warrants that all goods and services sold hereunder shall have been produced, sold, delivered and furnished in strict compliance with all applicable laws and regulations, including EEO and Affirmative Action to which they are subject.