Supplier Terms and Conditions
Prior to accepting this Purchase Order, Aeropro/Resicum International LLC (RIL) urges the Seller to read and understand fully the terms and conditions under which said Purchase Order is issued. The Seller should contact the RIL point of contact listed in the Purchase Order. As a supplier to RIL it is understood that your organization agrees to meet the following stipulations AS9100 / AS9110 requirements whenever an RIL Purchase Order specifies that the order is for an Aerospace application/job.
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As used herein, the following terms have the meanings so indicated:
a) “Items” means supplies, products and/or services ordered by RIL from the Seller pursuant to a Purchase Order. b)”Purchase Order” means a transmission by RIL to the Seller, electronically through a computer network or otherwise, by mail of hard copy, or by such other means as may be agreed (each a “transmission”), containing a Purchase Order number, a vendor reference number, an item, identification or specification description, number or items requested, and/or such other information evidencing an offer to the Seller by RIL relating to the purchase of goods or services. c) “Purchase Order Revision” means a transmission revising the information contained in a Purchase Order. d) “Goods” and “Services”, the terms “goods” as used herein means any and all supplies, products, chemicals, parts, machines, tooling, test equipment, computer software, components, assets and other tangible items or documentary information furnished or required to be furnished by the Seller under this Purchase Order other than labor. The term “services” means any and all technical assistance, consultations, engineering, program management, and other effort furnished or required to be furnished by the Seller under this Purchase Order other than labor furnished in connection with the production of goods.
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Seller shall perform all work diligently, carefully and in a good and workmanlike manner. Seller shall furnish all labor, supervision, machinery, equipment, goods and supplies necessary therefore; shall obtain and maintain all building and other permits and licenses required by public authorities in connection with performance of the work; and, if permitted to subcontract, shall be fully responsible for all work performed by subcontractors. Seller shall conduct all operations in Seller’s name and as an independent contractor, and not in the name or as an agent of RIL.
Conformity, Safety & Ethics
The supplier shall ensure that personnel are aware of:
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Their contribution to product or service conformity
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Their contribution to product safety
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The importance of ethical behavior
Items are subject to RIL’s inspection, testing and approval. RIL, at its option, may reject or refuse acceptance of Items, which do not meet the requirements of the Purchase Order or any applicable warranty. Items rejected or not accepted by RIL will be returned to the Seller at the Seller’s expense, and The Seller agrees to refund to RIL any payments (including but not limited to shipment expense) made by RIL for such Items, Payment by RIL for any Items shall not be deemed an acceptance thereof. Acceptance of any Item shall not relieve the Seller from any of its obligations, representations or warranties hereunder or pursuant hereto.
Acceptance
The Seller’s acceptance is expressly limited to the written terms of this Purchase Order. No additional or different terms shall be binding. RIL hereby objects to any additional or different terms contained in the Seller’s acceptance. Any of the following acts by the Seller shall constitute acceptance: a) Signing and returning a copy of this Purchase Order, b) Commencing performance of any effort required to complete this Purchase Order, c) Informing RIL of the initiation of any effort required to complete this Purchase Order; or d) Shipping of any Goods in performance of this Purchase Order.
No amendments or modifications of any of the terms and conditions of this Purchase Order shall be valid unless reduced to writing and signed by both parties. The terms and conditions of this Purchase Order shall not be amended or modified by the course of performance or course of dealing between the parties.
Quality and Warranty
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The Seller warrants that all goods and services shall (i) conform strictly to the design criteria, specifications (including general specification and quality requirements), descriptions, drawings, samples, and other requirements referred to in this Purchase Order or provided by the Seller, (ii) be free from defects in design, material, and workmanship, and (iii) be free of all liens, encumbrances, and other claims against title.
Products
RIL shall have the right (but not the obligation) to review work progress and test all supplies, special tooling, goods and workmanship to the extent practicable at all times and places during the period of manufacture. In case any goods delivered or services rendered hereunder is defective in material or workmanship or otherwise not in conformity with the requirements of this Purchase Order, RIL shall have the right notwithstanding payment or any prior inspection or test or custom or usage of trade, either to reject it or to require its correction by and/or at the expense of the Seller promptly after notice.
Counterfeit Products
To prevent the purchase of counterfeit or suspect/unapproved products and to ensure product identification and traceability (and for other reasons), RIL will institute controls that include the requirement of Material Certificates, Certificates of Conformity, and/or other supporting documentation from its suppliers as is appropriate.
Product Changes. The Seller shall notify RIL in writing prior to any change being made by the Seller in the material or services furnished.
Such notification shall be forwarded to RIL at least
(30) days prior to the proposed effective date of such change except for those cases where an extremely unsatisfactory condition requires immediate action, in which case the Seller shall promptly in writing so advise RIL. If in the event such change, in RIL’ opinion, would alter the characteristics of the material or services in a manner unacceptable to RIL, then RIL may cancel the purchase of such material or service affected by such change without cost or liability to RIL whatsoever.
No substitution of products, hours or labor category may be made without written permission from RIL. Unless otherwise agreed, no deviation from the quantities specified will be accepted.
Right of Access
RIL, their customers, and regulatory authorities retain the right of access to all supplier facilities involved in the aerospace order and to all applicable records.
Subcontracts and Assignment
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The Seller shall not subcontract with any other party without RIL’s prior written authorization for the whole or any major component of any item or service ordered hereunder, and the Seller shall require a like agreement from its subcontractors.
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This Purchase Order and the money due there from may not be assigned without the prior written consent of RIL. c) Any attempt to assign without RIL’s consent isvoid.
Pricing and Taxes
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Seller represents that the prices charged for the Goods and ServicespurchasedhereunderbyRILareandwillatalltimesbethe lowest prices charged by Seller to any buyer purchasing similar quantities under similar circumstances. In the event of any decrease in Seller’s price for any Good or Service purchased pursuant to this Purchase Order in a quantity similar to that reflected hereon, or any otherpaymentduetohereunder,Sellershallprovideacorresponding credit or rebate to RIL within thirty (30) days or on the next invoice, whicheveroccurssooner.Thepartiesagreethatthecurrencyforany payments due hereunder shall be in U. S. Dollars. For any price termed“nottoexceed”,SellerwarrantsthatthepricechargedtoRIL is based on actual costs incurred by Seller for its performance with respect to the Good or Service in question.
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Seller’s prices for Goods and Services are inclusive of (i) all applicable local, state and federal taxes, and (ii) any other costs (includingwithoutlimitation,set-up,testingandtoolingcostsandnon- recurringengineeringexpenses)incurredbySellerinconnectionwith the development or manufacture of products for sale to and delivery to destination. If state or local sales or use tax, value-added tax or customdutytaxisapplicabletoanyoftheGoodsandServices,itwill be so noted on the Purchase Order, and the Seller shall bill the tax separately on itsinvoice.
Unless the Purchase Order specifies a different point, all deliveries shall be F.O.B destination. Title and risk of loss of all goods shall pass to RIL upon final acceptance.
The seller shall issue a separate invoice for each Purchase Order and for each delivery under a Purchase Order. Seller shall submit an invoice within thirty (30) days of making a delivery. RIL will pay the Seller in accordance with the terms specified in the Purchase Order. Invoices shall include, but not be limited to,
(i) purchase order number, (ii) discount terms, if any, (iii) item number,
(iv) description of supplies or services (v) quantities, (vi) unit prices, and (Vii) extended totals.
Unless otherwise agreed in writing, the Seller shall be paid net forty- five (45) days from the later of receipt of a properly prepared invoice in accordance with the above instructions or receipt of the Good or Service. Payment shall be deemed to have been made on the date Buyer’s check is mailed or payment is otherwise tendered. Seller shall promptly repay to Buyer any amounts paid in excess of amounts due Seller.
Bankruptcy
If the Seller ceases to conduct its operations in the normal course of business, including inability to meet its obligations as they mature, or if any preceding under the bankruptcy or insolvency laws is brought by or against the Seller, or a receiver for the Seller is appointed or applied for, or an assignment for the benefit of creditors is made by the Seller, RIL may terminate this Purchase Order without liability.
Drawings
Unless otherwise agreed to in writing, any drawings, plans, specifications, tools and other goods supplied and owned by RIL in connection with the production of the goods being purchased shall remain the property of RIL and shall be returned upon demand or completion of this Purchase Order. The Seller shall keep such property safe and in good condition and shall not use it except in connection with sales to RIL.
The Seller, on behalf of itself and its employees, agrees that any ideas, know-how, concepts, information, or processes received from and owned by RIL, or created by the Seller in connection with the performance of this Purchase Order and paid for with RIL funds, shall be the property of RIL and shall be preserved in strictest confidence by the Seller and shall not be used or disclosed by the Seller to third persons except to the extent that such use or disclosure is necessary for the proper performance of this Purchase Order. If disclosure to a third party is necessary, the Seller shall insure that such third party holds such information in strictest confidence. With the U.S. Government’s written permission, the Seller in direct contracts with the U.S. Government has a right to use data, tooling, and designs that the U.S. Government owns or has a right to use.
Stop-Work Order
RIL may, at any time, by written order to the Seller, require the Seller to stop all, or any part, of the work called for by this Purchase Order. The Seller shall immediately comply with the terms and conditions of the Stop-Work Order and take all reasonable steps to minimize the incurrence of costs allocable to the work covered by the order during the period of work stoppage. Within a period of 30 days, RIL shall either (1) cancel the stop work order; or (2) terminate the work covered by the order as provided in the default, or the termination for convenience clause. If a stop work order is issued by RIL for the convenience of RIL, then RIL shall allow reasonable cost resulting from the stop work order in arriving at the termination settlement. If a stop work order is issued by RIL for default, RIL may allow reasonable costs resulting from the stop work order.
If, in RIL’s judgment, the goods or services supplied by the Seller are defective or nonconforming, or the Seller fails to comply in any material respect with any of the terms, conditions, or warranties of this Purchase Order, then RIL may, at its option
(a) terminate this Purchase Order or any part hereof; (b) reject goods or services in whole or in part; (c) return goods to the Seller and charge the Seller with all costs, expenses and damages associated with such return; (d) purchase substitute goods or services elsewhere and charge the Seller for any loss, costs and damages incurred; or
(e) require the Seller promptly to replace, repair or otherwise correct without expense to RIL any nonconforming goods or services. Any such replacements, repairs or corrections shall be subject to the warranties stated herein. Any other rights and remedies stated herein shall be in addition to any rights and remedies provided by law or equity, and shall survive inspection, test acceptance and payment.
Any claim, controversy, or dispute that may arise under or in connection with this Purchase Order with respect to the rights, duties, or obligations of the Parties shall be reduced to writing and submitted for resolution to appropriate levels of management of the respective Parties, up to the Chief Executive Officer. Any dispute that cannot be resolved to both Parties’ mutual satisfaction after good faith negotiations within ninety (90) days from the date the written claim is received by the other Party, or such additional time as the Parties agree upon, in writing, may be settled by appropriate legal proceedings including, without limitation, arbitration or litigation. The Seller shall proceed diligently with performance pending resolution of any such dispute by settlement or final judgment. No report to credit agencies shall be made by Seller until a dispute is resolved by settlement or final judgment. By accepting this Purchase Order, the Seller consents to this condition in its entirety.
Termination For Convenience
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RIL may terminate this Purchase Order in whole or in part, by providingnoticeofsuchterminationtotheSeller,specifyingtheextent and effective date of such termination. On the specified termination date the Seller shall: (i) Stop performing its obligations under this Purchase Order, or any specified part thereof, as appropriate. (ii) Promptly take all commercially reasonable actions to limit amounts for which RIL is responsible under subparagraph b) of this clause. (iii) PromptlydelivertoRILallcompletedorpartiallycompletedgoodsto which the terminationapplies.
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In the event of any termination pursuant to this clause, RIL’s total liability shall be payment to the Seller for: (i) the purchase price of completedgoodsandservicesandaportion,baseduponthe degreeofcompletionforpartiallycompletedgoodsorservicesifsuch completed or partially completed goods or services have been deliveredtoRILandtheSellerhasnotpreviouslybeencompensated therefore,(ii)theSeller’sdirectcostsandassociatedindirectcostsfor labor and products, plus a reasonable profit for work performed specifically for RIL and not allocable to completed or partially completed goods or services to be delivered to RIL pursuant to subparagraph a) of thisclause.
(iii) Amounts determined by RIL to be reasonably paid by the Seller for any termination pursuant to this clause shall not exceed the purchase price of the goods and services to which such termination applies. The Seller shall have no claim against RIL for work not performed, goods or services not delivered, loss of anticipated profits or consequential damages suffered by reason of any such termination. The Seller shall submit any claims for compensation under this clause within thirty (30) days after the effective date of termination. The Seller hereby waives, releases, and renounces any claim for compensation not made within this period.
Termination for Default
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RIL may cancel this Purchase Order, in whole or in part, to the extent the Seller fails to perform any of its material obligations under this order
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RIL may return, and the Seller shall have no claim against RIL for, Goods or Services not accepted and/or rejected by RIL. The Seller shall submit any claims for compensation under this clause within thirty (30) days after the effective date of Termination for Default. The Seller hereby waives releases and renounces anyclaim for compensation not made within this period.
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If, after issuance of a default notice under this clause, it is determined for any reason that the Seller was not in default, or that the default was excusable under the provisions of this Purchase Order, then there will be no cancellation and the Purchase Order will be terminated for convenience in accordance with the provisions of the clause entitled “Termination for Convenience”, as of the date the cancellation would have taken effect under this clause,
Force Majeure
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Time is the essence with this Purchase Order.
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Neither party shall be liable for delays due to causes not reasonably foreseeable which are beyond reasonable control, such as act of God, acts of civil or military authorities, act of terrorism, fires, strikes, floods, epidemics, war, or riots. In the event of any such delay caused by such event of force majeure, the date of performance shall be extended for a period of time equal to the time actually lost by reason of such delay, without cost to either party. Whenever the Seller has knowledge that any actual or potential labor dispute is delaying or threatens to delay the timely performance of this Purchase Order, the Seller shall immediately give RIL written notice thereof.
Indemnity
The Seller shall defend, indemnify, and hold harmless RIL, its subsidiaries, and their respective directors, officers, employees and agents from and against all actions, causes of action, liabilities claims, suits, judgments, liens, award, and damages, of any kind and nature whatsoever for property damage, personal injury, or death and expenses, costs of litigation and counsel fees related thereto, or incidental to establishing the right to indemnification, arising out of or in any way related to this Purchase Order and/or the performance thereof by the Seller.
Infringement
The Seller shall at its own expense, hold harmless and defend RIL against any claim, suit, or proceeding brought against RIL which is based upon a claim, whether rightful or otherwise, that the goods or services, or any part thereof, furnished hereunder constitute an infringement of any patent, copyright, or trademark. The Seller shall pay all damages, costs, and expenses arising from such claims. In case the goods or services furnished hereunder, or any part thereof, are held to constitute infringement and the use of said goods or services or part is enjoined, the Seller shall, at its own expense, either procure for RIL the right to continue using said goods or services or replace the same with non-infringing goods or services. This clause shall not apply to any goods or services or part thereof manufactured or furnished to RIL’s design.
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The Seller shall, and shall require its subcontractors to, keep all materials,tools,andequipmentinwhichRILhasanyinterestinsured against risk of loss or damage for their value at the Seller’s own expenseduringsuchtimeastheyremainintheSeller’spossession.
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The Seller shall also provide and maintain insurance in the following amounts:
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Workmen’s compensation insurance--statutorylimits;
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General liability insurance--bodily injury liability insurance coverage written on the comprehensive form of policy of atleast $500,000 per occurrence;
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Automobile insurance--automobile liability insurance written on the comprehensive form of policy. The policy shall provide for bodily injury and property damage liability covering the operation of all automobilesusedinconnectionwithperformingthecontract.Policies covering automobiles operated in the United States shall provide coverage of at least $200,000 per person and $500,000 per occurrence for bodily injury and $20,000 per occurrence for property damage. The amount of liability coverage on other policies shall be commensurate with any legal requirements of the locality and sufficient to meet normal and customaryclaims.
Compliance with laws
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The Seller hereby warrants that all goods and services provided hereundershallconformwiththeOccupationalSafetyandHealthAct (OSHA).Intheeventthatsuchgoodsorservicesdonotconformwith
OSHA, and RIL is penalized for such nonconformance, the Seller agrees to indemnify RIL for all penalties, costs, and expenses, including interest levied against RIL.
If any court or administrative body of competent jurisdiction shall find any provision of this Purchase Order to be invalid or unenforceable, the invalidity or unenforceability of such provision shall not affect the other provisions of this agreement and all provisions not affected by such invalidity or unenforceability shall remain in full force and effect.
To the extent of conflicts, if any, among the provisions hereof or any attachments hereto, such conflicting provisions shall prevail in the following order of precedence: a) Typed provisions on the face of the Purchase Order; b) Purchase Order attachments; c) Printed terms and conditions; d) Specifications. Note: If the purchase order/subcontract is issued pursuant to a Government prime contract, FAR and DFARS clauses supersede all other provisions.
Applicable Law and Venue
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The following applies to Purchase Orders issued by RIL, Gulf Shores, Alabama: This Purchase Order including these Terms and Conditions are governed by and construed exclusively under the laws of the State of Alabama, USA. Both RIL and Seller hereby submit to the exclusive jurisdiction and venue of: i) The Courts of General Jurisdiction of the State of Alabama in the County of Baldwin, or ii) The Federal District Court for the Southern District of Alabama, in any lawsuit involving this Purchase Order. RIL and Seller hereby agree that the above sets forth the sole and exclusive jurisdiction and venue in which any lawsuit involving this Purchase Order may be filed.
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The following applies to Purchase Orders issued by RIL, Warrenton, VA: This Purchase Order including these Terms and Conditions are governed by and construed exclusively under the laws of the Commonwealth of Virginia, USA. Both RIL and Seller hereby submit to the exclusive jurisdiction and venue of: i) The Courts of General Jurisdiction of the Commonwealth of Virginia in the County of Fauquier, or ii) The Federal District Court for the Eastern District of Virginia, in any lawsuit involving this Purchase Order. RIL and Seller hereby agree that the above sets forth the sole and exclusive jurisdiction and venue in which any lawsuit involving this Purchase Order may be filed.
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If this purchase order/subcontract is issued pursuant to and in support of performance of a Federal Government prime contract, the terms and conditions shall be governed by federal law, including the relevant Federal Acquisition Regulation (FAR) and/or Defense Federal Acquisition Regulations Supplement (DFARSclauses, as applicable.
Publicity
No news release, including photographs and films, advertisement, public announcement, web site application or any part of the subject matter of this Purchase Order shall be made public by the Seller without prior written approval of Buyer.
Controls
In performing the obligations of any Purchase Order issued hereunder, vendor/subcontractor shall comply with all applicable export, import and sanctions laws, regulations, orders and authorizations, as they may be amended from time to time, applicable to the export (including re- export) or import of goods, software, technology, (collectively, technical data) or services, including without limitation the Export Administration Regulations (EAR), International Traffic in Arms Regulations (ITAR), and regulations and orders administered by the Treasury Department’s Office of Foreign Assets Control (collectively, Export/Import Laws). Accordingly, the vendor/subcontractor shall not transfer technical data received from RIL to any foreign person, country, foreign subsidiary or parent corporation, without specific authorization from the disclosing party and pursuant to an appropriate U.S. Government license.
Classified Information
To the extent the obligations of the vendor/subcontractor hereunder involves access to information classified by the U.S. Government as “Confidential” or higher, the provisions of all applicable federal laws, statutes and regulations on the handling of and access to such classified information shall apply. The provisions of all applicable security and export control laws, statutes and regulations shall also apply hereto.
Document Retention
Supplier shall retain all documentation related to this order for no less than three (3) years.