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ORDER TERMS AND CONDITIONS

Seller/Service Provider (hereinafter “Seller”) and Buyer referenced on the order attached (hereinafter “Buyer”) mutually agree that, except as noted herein, this order is made on the stated terms and conditions and no others.  No modifications, additions or substitutions are acceptable unless and until expressly and mutually agreed on in writing and signed by Seller and Buyer.  

ACCEPTANCE. Unless issued pursuant to a written agreement between Seller and Buyer, this order is an offer to the Seller for the purchase of the material, parts, equipment or items (hereinafter “Goods”) and/or services (hereinafter “Services”) of the type noted on this order and shall be binding upon Seller’s written acknowledgment hereof or Seller’s commencement of any performance hereunder. In such event, Seller’s acceptance is limited to the terms contained herein; additional or different terms are material, objected to and hereby rejected.  Seller shall ensure that orders sent by Buyer to confirm orders that have already been placed are not duplicated.  If such duplication occurs, Buyer reserves the right to reject all such duplications. This order may not be modified or amended, in whole or in part, except by a written instrument signed by both parties. Neither party may assign this order without first obtaining the written consent of the other party. All acknowledgements, shipment notices and invoices shall be sent electronically at Seller’s sole cost. 

PRICING. The prices shown herein for the Goods or Services of the type ordered hereunder shall be complete, and no additional charges may be added without Buyer’s express written consent, including any charges for transportation, packaging, customs, duties, taxes, storage, insurance, boxing and crating expenses or travel and incidental expenses. Seller shall deliver a separate original invoice and one copy to Buyer for each shipment (if more than one) made on this order.  The invoice, bill of lading and shipping memorandum shall be dated as of the date of actual shipment.  It shall be understood that any cash discount period will date from the date of receipt of the invoice in Buyer' office and not from the date of the invoice.

SPECIFICATIONS. The Goods or Services supplied by Seller pursuant to this order must comply with all applicable part numbers and other specifications and instructions set forth in the order. Upon request, Seller shall supply written confirmation that the Goods were manufactured, or the Services were performed, according to the applicable part numbers and specifications and instructions, as applicable, shown on the order and such confirmation shall include the order number and description of the Goods shipped or the Services performed. Seller shall notify Buyer in writing of any anticipated changes in product, processes, suppliers, subcontractors and/or manufacturing facility locations and, where required, obtain Buyer’ approval for such changes.  Seller shall ensure flow down of these and any other applicable requirements, including customer requirements, to their supply chain in the event of any changes identified herein.  Except as otherwise stated, all Goods and Services used or supplied by Seller, whether for use with aircraft or otherwise, to which government or Buyer' specifications are applicable, including, without limitation, all FAA regulations (including all FAA Airworthiness Directives) and all other laws and regulations applicable to aircraft construction in any jurisdiction, must comply with such specifications current as of the date of this order.  Should such specifications be revised prior to shipment, Seller, by first obtaining consent of the Buyer, may furnish such Goods or Services in accordance with revised specifications.  When applicable, Goods utilized in the performance of the Services must be FAA approved parts with proper serviceability documentation traceable to the source of manufacturer or other approved source. A tear down report and/or a copy of a work order, which includes a description of work accomplished and parts installed, must accompany the appropriate tag.

INSPECTION/QUALITY ASSURANCE. All Goods and Services ordered, repaired or replaced will be subject to final inspection and approval at the facility of Buyer.  Buyer, its customer(s) and/or any applicable regulatory authority, or any of their respective representative(s) or designee(s), shall have the right to inspect or test all Goods and Services, including raw materials, components and end products and the right of access for inspection of the facilities of Seller and its subcontractors of any tier and any applicable records, with respect to the Goods or Services provided under this order. The exercise of the right of inspection and/or test, however, shall in no way relieve Seller of its obligation to furnish all Goods and Services in strict accordance with this order. Any Goods or Services which do not comply with this order or which contain defective materials or workmanship may be rejected by Buyer irrespective of date of payment thereof. Seller shall notify Buyer in writing of any non-conforming Goods or Services and Buyer shall, without waiver of rights in equity or in law, provide Seller with instructions regarding non-conforming disposition.  Notwithstanding the foregoing, it is understood that Seller’s notification of and Buyer’s instructions for disposition of non-conforming Goods or Services do not represent Buyer’s acceptance of such non-conforming Goods or Services. Title to all Goods hereunder will pass to Buyer upon Buyer’ inspection and acceptance of the shipment.  Buyer may, at its option, hold any products rejected for cause for the Seller's instructions or return them to Seller at Seller's expense. Title to any property of Buyer that is in Seller’s possession during the performance of the Services shall remain with Buyer.

PACKING AND SHIPPING. Seller shall make no charges for boxing, crating or carting unless previously agreed to in writing by Buyer.  Seller shall comply with the shipping instructions specified on this order.  In the event Buyer provides a reusable container for shipment, Seller’s invoice will be debited in an amount equivalent to the value of Buyer’s container if Seller fails to return same with the Goods. All Goods and Serviced property shall be suitably packed for delivery to prevent damage in transit, to comply with all carrier requirements, including the use of ATA 300 shipping containers when appropriate, and to secure the lowest transportation and insurance rates. Each container must be marked with this order number and be accompanied by one copy of the shipping papers and such certification documents as are required by Buyer. Unless otherwise specified in this order, no value shall be declared on any shipment. 

DELIVERY OF EXCESS QUANTITIES. Seller is responsible for the delivery of each item quantity within allowable variations, if any.  If the Seller delivers and Buyer receives quantities of any item(s) in excess of the quantity called for (after considering any allowable variation in quantity), such excess quantities will be treated as being delivered for the convenience of the Seller.  Buyer may retain such excess quantities up to $500 in value without compensating the Seller therefore, and the Seller waives all right, title and interests therein.  Quantities in excess of $500 in value will, at the option of the Buyer, either be returned at the Seller's expense or retained and paid for by the Buyer at the unit price herein.

INSURANCE; LOSS OR DAMAGE TO GOODS. At all times prior to acceptance of the Goods by Buyer, Seller will be responsible for such Goods, and will reimburse Buyer for all loss and expense incurred by Buyer resulting from damage to or destruction of the Goods, or from levy or attachment of any court process or lien thereon imposed as a result of any act or omission of Seller while in Seller’s possession, and until such time as the title passes from Seller to Buyer in accordance with these terms and conditions. At all times prior to acceptance of the Services by Buyer, Seller will be responsible for the property of Buyer in Seller’s possession, and will reimburse Buyer for all loss and expense incurred by Buyer resulting from damage to or destruction of such property.

CANCELLATION. Buyer may terminate the right of Seller to deliver the Goods or Services if (a) Seller breaches any of the terms and conditions contained herein, or (b) Seller refuses or fails to make deliveries of the Goods or Services within the time specified in this order, or any extension thereof, provided, however, that Buyer will not have such right to terminate the right of Seller to deliver the Goods or Services when delay of Seller is due to unforeseeable causes beyond the control and without the fault or negligence of Seller including, but not restricted to acts of God, acts of government, riots, flood, epidemic, quarantine restrictions, strikes, and freight embargoes. In the event that such delay is caused by subcontractors or suppliers, Seller shall notify Buyer of the causes of such delay within ten (10) days of the beginning of such delay. If (i) Seller fails to provide such notification to Buyer regarding a delay caused by subcontractors or suppliers within ten (10) days, or (ii) delivery of the articles is delayed by more than thirty (30) days (whether caused by Seller or its subcontractors or suppliers), Buyer may terminate the right of Seller to deliver the Goods or Services.

TERMINATION. In the event of any suspension of payment or the institution of any proceedings by or against either party, whether voluntary or involuntary, in bankruptcy, insolvency, under the provisions of the United States Bankruptcy Act or for the appointment of a receiver, trustee or an assignee for the benefit of creditors of the property of either party, the other party shall be entitled to cancel this order forthwith by written notice. All property of Buyer must be returned within three (3) days.  

TIME IS OF THE ESSENCE. Seller understands and acknowledges that time is of the essence regarding its performance hereunder.  Breach of this provision will allow Buyer the right to suspend or terminate this order after written notice and a five-day cure period. Seller shall provide Buyer with advance notice of any shipment.

INFRINGEMENT. By acceptance of this order, Seller agrees to defend, indemnify and save harmless Buyer, its successors and/or its customers in any and all suits brought for infringement of intellectual property for sale to or use of the Goods or Services furnished hereunder.  Buyer agrees to give Seller notice of any such claim, suit, action, or demand of which Buyer has received notice. Any design development during the manufacture of items of Buyer' original design shall become the sole property of Buyer and Seller hereby irrevocably assigns and agrees to assign to Buyer, for good and valuable consideration (receipt of which is hereby acknowledged) all such design developments. No patent application is to be made by Seller in connection with such design development without the written approval of Buyer. If any of the Goods or Services ordered hereunder purport to be protected by one or more patents or copyrights, and a decree or judgment be entered in a court of component jurisdiction holding invalid any such patents or copyrights or any of the protection which it purports to give, this order may forthwith be cancelled by Buyer.

WARRANTIES. Seller warrants that the Goods and Services under this order are fit and sufficient for the purpose intended, that they are merchantable, of good quality and free from defects, whether patent or latent, in materials and workmanship, and that the Good and Services, whether for use with aircraft or otherwise, conform to any required specifications as outlined in the above paragraph concerning specifications.  Seller warrants that it has good title to the Goods supplied and that they are free and clear from all liens, claims and encumbrances of any kind and that it will defend the same forever, unless such claim or encumbrance was caused by or on account of Buyer.  Such warranties, together with service warranties and guarantees, shall run to Buyer, its successors, assigns and/or customers.

RECORDKEEPING. Seller shall maintain records in accordance with the requirements of this order, including all certification and supporting design, manufacturing, test and inspection records that are applicable to industry standards, FAA and any other applicable regulatory authority, or for a minimum of three (3) years after receipt of this order. Production approval holders must retain all their quality records and documents for a minimum of five (5) years for the products and articles manufactured under the applicable approval and for a minimum often (10) years for critical components identified in the Code of Federal Regulations Title 14. After the required retention period, all digital and hard copies of this purchase order and its related documentation should be managed per the vendor’s initial document retention policies.

SELLER AS INDEPENDENT CONTRACTOR. If this order covers the furnishing of services or labor and materials, then either a written acknowledgement and/or acceptance, or the commencement of work shall constitute the acceptance of this order and, in any event, the following shall apply:

  1. Independent Contractor Status and Liability.  Seller agrees that it is an independent contractor and as such shall be solely responsible for injury to or death of persons and damage to or loss of property resulting from the quality of or manner in which work is performed pursuant to this order.  All persons performing work hereunder shall be under the exclusive care, custody, control and direction of Seller and Seller shall have the sole right to employ, discharge and direct such persons.
  2. Insurance.  Seller shall maintain insurance from a reputable insurance provider in an amount appropriate to the type of service being performed.  Such insurance, where appropriate and customary, shall include the following: Aviation Products Liability including Completed Operations and Grounding; Comprehensive General Liability, including personal injury and property damage; Contractual Liability; Workers’ Compensation and Employers’ Liability; and Business Automobile Liability.  Certificates of all such insurance shall be furnished to Buyer before work is started and shall be subject to Buyer's approval for adequacy of amount and responsibility of underwriter.
  3. Indemnity.  Seller agrees to defend, indemnify and to hold harmless Buyer from and against any and all claims, liabilities, losses, damages, costs, fines, penalties and expenses of every character, including legal fees, cost of appeals and all other costs and expenses incidental thereto, which Buyer may hereafter incur, suffer or be required to pay by reason of damage to property or injury to or death of persons, including vendor's employees and contractors, arising out of, incident to or in connection with this order, including vendor's use of any equipment of Buyer; unless the same was caused by the gross negligence or willful misconduct of Buyer.
  4. Liens.  Seller shall keep the premises, property and/or improvements of Buyer free and clear from all liens for work performed and materials furnished hereunder and shall indemnify Buyer against all costs, expenses, losses or damages resulting from the filing of any and all such liens.

CERTIFICATIONS/COMPLIANCE WITH LAWS. Seller warrants that all Goods and Services furnished hereunder shall comply with all applicable federal, state and local laws, rules, regulations and ordinances:  

  1. That all Goods and Services furnished hereunder were produced in conformance with the Fair Labor Standards Act and will, upon request, include a certification to this effect on all invoices furnished hereunder.
  2. When applicable to the Goods or Services being provided, Seller shall be certified by the Federal Aviation Administration (“FAA”) to perform the services hereunder and shall, upon request, provide a copy if its certification for all items that are bench checked, functional checked, functional tested, repaired or overhauled for use on aircraft, and all such items will be accompanied by the appropriate tag. 
  3. Seller shall comply with 29 CFR 470 and FAR Clause 52.219-8 Utilization of Small Business Concerns.

CONFLICT OF INTEREST. Seller will prohibit its employees from using their official positions for personal financial gain, or from accepting any personal advantage from anyone under circumstances which might reasonably be interpreted as an attempt to influence the recipients in the conduct of their official duties.  Seller warrants that neither Seller nor its employees will, under circumstances that might reasonably be interpreted as an attempt to influence the recipients in the conduct of their duties, extend any gratuities or special favors.  In the event of a breach of this provision, Buyer shall have the right to cancel this Agreement upon written notice to the Seller.  Buyer retains the right to recover from Seller any increased cost(s) and/or damages incurred in securing replacement goods and/or services.

EQUAL EMPLOYMENT OPPORTUNITY. Seller certifies and represents that in the performance of this order it will comply with the provisions of all applicable federal, state and local laws, regulations rules and orders. Any provision which is required to be part of this order by virtue of any such law, regulation, rule or order is incorporated herein by reference, including, but not limited to, the following:

  1. 1. Executive Order 11246: EEO clause published at 41 CFR 60-1.4(a);
  2. If using E-Verify: Executive Order 13465 (Employment Eligibility Verification): 73 FR 67704;
  3. If subject to the NLRA: Executive 13496 (Employee Rights Under National Labor Relations Act): 29 CFR 471, Appendix A to Subpart A.
  4. Seller shall abide by the requirements of 41 CFR 60-300.5(a). This regulation prohibits discrimination against qualified protected veterans, and requires affirmative action by covered prime sellers and contractors to employ and advance in employment qualified protected veterans.
  5. Seller shall abide by the requirements of 41 CFR 60-741.5(a). This regulation prohibits discrimination against qualified individuals on the basis of disability, and requires affirmative action by covered prime sellers and contractors to employ and advance in employment qualified individuals with disabilities.

ANTI-DRUG PROGRAM. For aircraft Goods and Services, Seller warrants that it shall maintain in effect an FAA approved Anti-Drug Program in accordance with 14 CFR 121.455, and an Alcohol Misuse Prevention Plan in accordance with 14 CFR 121.459 at all times while performing Services for Buyer. Seller will furnish evidence of such compliance upon request and will immediately notify and cease performing Services for Buyer in the event it ceases to maintain compliance with such programs, in which event Buyer may terminate the performance of such Services.

CONFIDENTIAL. Except as specified herein, Seller shall not disclose any information concerning this order, including but not limited to drawings, specifications or data furnished by Buyer or prepared by Seller for use in the performance of, or in connection with, this order (“Confidential Information”), and shall not use such Confidential Information for the benefit of any other party without first obtaining the written consent of Buyer.  Seller shall return Confidential Information to Buyer upon written request.  The obligations under this provision will survive cancellation, termination or completion of this order.  

GOVERNING LAW AND JURISDICTION. This order shall be subject to and construed in accordance with and under the laws of the State of Ohio.  Seller and Buyer agree that original jurisdiction of any dispute arising under or pursuant to this order shall be in the Common Pleas Court of Clinton County, Ohio. Seller waives any defense based on such suit being brought in an inconvenient forum. The United Nations Convention for the International Sale of Goods shall not apply to this order.