AeroSpec, Inc. Issued Purchase Order Terms & Conditions
REV 00 – Revision Date: 04/17/2015
- 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.
- TERMINATION FOR CONVENIENCE OF BUYER: Buyer reserves the right to terminate this order or any part hereof for its sole convenience. In the event of such termination, Seller shall immediately stop all work hereunder, and shall immediately cause any of its suppliers or subcontractors to cease such work. Seller shall be paid a reasonable termination charge, consisting of a percentage of the order price reflecting the percentage of the work performed prior or to the notice of termination, plus actual direct costs resulting from termination. Seller shall not be paid for any work done after receipt of the notice of termination, nor for any costs incurred by Seller’s suppliers or subcontractors which Seller could have reasonably have avoided. Seller shall present Buyer with hard copy or soft copy proof of material costs and documentation of labor expended before termination. Buyer will not pay for items Seller was unable to show proof of purchase. In no case will cost of cancellation exceed or equal face value of purchase order.
- TERMINATION FOR CAUSE: Buyer may also terminate this order or any part thereof for cause in the event of any default by the Seller or if the Seller fails to comply with any of the terms and conditions of this offer. Time is of the Essence, therefore, late deliveries are cause for immediate cancellation without liability to Buyer. Deliveries of products which are defective or which do not conform to this order, and failure to provide Buyer, upon request, of reasonable assurances of future performance shall all be considered Seller default, allowing Buyer to terminate this order for cause. In the event of termination for cause, Buyer shall not be liable to Seller for any amount, and Seller shall be liable to Buyer for any and all damages sustained by reason of the default which gave rise to the termination.
- PROPRIETARY INFORMATION-CONFIDENTIALITY-ADVERTISING: Seller shall consider all information furnished by Buyer to be confidential and shall not disclose any such information to any other person, or use such information itself for any purpose other than performing this contract, unless Seller obtains written permission from Buyer to do so. This clause shall apply to drawings, specifications, or other documents prepared by Seller for Buyer in connection with this order. Seller shall not advertise or publish the fact that Buyer has contracted to purchase goods from Seller, nor shall any information relating to the order be disclosed without Buyer’s written permission. Unless otherwise agreed in writing, no commercial, financial or technical information disclosed in any manner or at any time by Seller to Buyer shall be deemed secret or confidential and Seller shall have no rights against Buyer with respect thereto, except such rights as may exist under patent laws.
- PATENTS: Seller agrees upon receipt of notification to promptly assume full responsibility for defense of any suit or proceeding which may be brought against Buyer or its agents, customers, or other Suppliers for alleged patent infringement, as well as for any alleged unfair competition resulting from similarity in design, trademark or appearance of goods, or services furnished hereunder, and Seller further agrees to indemnify Buyer, its agents and customers against any and all expenses, losses, royalties, profits, and damages, including court costs and attorneys’ fees resulting from any such suit or proceeding, including any settlement. Buyer may be represented by and actively participate through its own counsel in any such suit or proceeding if it so desires, and the costs of such representation shall be paid by Seller.
- INSURANCE: In the event that Seller’s objections hereunder require or contemplates performance of services by Seller’s employees, or persons under contract to Seller, to be done on Buyer’s property, or property of Buyer’s customers, the Seller agrees that all such work shall be done as an independent contractor and that the persons doing such work shall not be considered employees of the Buyer. Seller shall maintain all necessary insurance coverage’s, including public liability and Workers’ Compensation insurance., General Liability, Automobile and Errors and Omissions Insurance. Seller shall indemnify and save harmless and defend Buyer from any and all claims or liabilities arising out of the work covered by this clause.
- ASSIGNMENTS AND SUBCONTRACTING: No part of this order may be assigned or subcontracted without prior written approval of Buyer.
- LIMITATION ON BUYER’S LIABILITY-STATUE OF LIMITATIONS: In no event shall Buyer be liable for anticipated profits or for incidental or consequential damages. Buyer’s liability on any claim of any kind for any loss or damage arising out of or in connection without resulting from this agreement or from the performance or breach thereof shall in no case exceed the price allocable to the goods or services or unit thereof, which gives rise to the claim. Buyer shall not be liable for penalties of any description. Any action resulting from any breach on the part of Buyer as to the goods or services delivered hereunder must be commenced within one year after the cause of action has occurred.
- SEVERABILITY: If any provision hereof shall be found to be inoperable or in violation of any law or regulation, only that provision shall be stricken from this order and the remainder of the order shall not be affected.
- GOVERNING LAW: The laws of the State of Arizona shall govern this order and the right and the obligations of the parties hereunder, and the venue of any action brought hereunder shall be in the State of Arizona, Maricopa County.
- ARBITRATION: All claims and disputes arising under or relating to this Agreement are to be settled by binding arbitration in the state of Arizona or another location mutually agreeable to the parties. An award of arbitration may be confirmed in a court of competent jurisdiction.
- MUTUAL COOPERATION: Both parties agree to cooperate fully in good faith in order to achieve the purpose of this agreement. If a problem should arise, the parties shall work together to; promptly discuss the issue, ascertain the facts and work together to solve the problem in an equitable manner mutually acceptable to the parties. In the event the issues cannot be resolved through this mutual cooperation process, both parties agree to commence utilizing the arbitration provisions noted herein.