Telair U.S. LLC Terms and Conditions
1. This purchase order is neither an expression of acceptance of any offer made to buyer by seller nor a confirmation of any contract or agreement between buyer and seller; this purchase order is an offer to the seller to contract on the terms set forth herein, and such offer expressly limits acceptance by seller to the terms set forth herein, and any additional or different terms proposed by seller are specifically rejected. Unless expressly agreed to in a subsequent writing signed by an authorized representative of the buyer.
2. Specification, Certification and Traceability. The material, parts, equipment or items (“goods”) supplied shall comply with the applicable part numbers and other specifications stipulated in this Purchase Order. No substitutes are permitted except upon the prior written consent of Buyer. Any goods subject to Federal Aviation Regulations must have been manufactured in accordance with 14 CFR Part 21, Sub part F, G, K or O and must be certified accordingly. Goods manufactured outside the U.S.A. which are to be fitted to a U.S. type certificated product shall beimported into the U.S.A. in accordance with 14 CFR part 21, Sub- part N, under a certificate of airworthiness. Goods manufactured in Europe under EASA authority shall be certified by EASA Form 1 Authorized Release Certificate/Airworthiness Approval Tag. All goods in new, overhauled, modified, repaired or serviceable condition shall be appropriately certified in accordance with FAA, EASA or applicable Civil Aviation Authority airworthiness requirements. All goods shall be traceable in accordance with FAA Advisory Circular 20-62, latest revision. All standard parts shall be accompanied by a certificate from the OEM and distributor stating that the parts fully comply with the applicable published National, International or industry specification stated on this Purchase Order.
3. Packaging. All goods will be packed and marked (including notice of hazardous substances) in accordance will industry standards and will comply with applicable laws and carrier requirements. Goods will be packed in accordance with ATA 300. Each container will be marked with applicable Purchase Order number and be accompanied by one copy of the shipping papers.
4. Title and Risk of Loss. Title and risk of loss of goods purchased hereunder will be borne by Seller until goods are received, in accordance with the terms hereof, at the FOB point specified herein at which time title and risk of loss will be borne by Buyer.
5. Termination of Convenience. Buyer may at any time prior to delivery terminate this order for its convenience, in whole or in part, by written, telegraphic or verbal notice confirmed in writing to Seller. If Seller has specially manufactured the goods to fill this order and is unable to make other commercially reasonable disposition of the goods, Buyer will pay Seller the costs incurred for the work performed by Seller in respect of such goods at the time of written notification by Buyer. Seller will mitigate such costs to the extent it is reasonably possible. Buyer’s liability under this paragraph will not exceed the aggregate price specified in this Purchase Order.
6. Inspection. All goods ordered will be subject to inspection and acceptance at destination by Buyer or its authorized representative withina commercially reasonable time.
7. Delays. Time is of the essence for performance of this Purchase Order. If any goods are not delivered within the time specified, Buyer in addition to any other remedies provided by law, may refuse to accept all or any part of such goods and cancel this order; provided however, neither party will be liable for delays in delivery caused by force majeure which shall include Acts of God, war, fire, flood, explosion or earthquakes or any other cause beyond its control.
8. Prices. The prices set forth in this Purchase Order are all inclusive, including, but not limited to taxes, the cost of packing, crating, materials and delivery to the FOB point. Prices are not subject to revision.
9. Warranties. Seller warrants that (a) all goods when delivered will be merchantable and free from defects in workmanship and material, will conform strictly to the specifications, drawings, samples, or other description specified herein or furnished herewith, will be year two thousand compliant, and will be fit for their ordinary intended purposes and any special purpose specified by Buyer; (b) it has good title to the goods free from all encumbrances and that it will defend such title against demands of all persons whomsoever arising from any event or condition occurring prior to delivery of the goods; (c) goods of Seller’s design or production will be free from defects in design or production; and (d) if has all required authority and approvals to sell the goods to the Buyer. All warranties shall run to Buyer, its successors, assigns, and all persons to whom the goods may be resold.
10. Indemnity. Seller hereby releases and agrees to indemnity, defend and hold harmless Buyer, its officers directors, employees and agents against all losses, liabilities, damages, costs, and expenses (a) arising from infringement or alleged infringement of any United States or foreign letters patent or any other intellectual property right by any of the goods delivered hereunder which were designed or manufactured by Seller, and Seller will defend or settle at its own expense any suit or proceeding brought for such infringement; and (b) for deaths of or injuries to any persons whomsoever, and for loss of, damage to, delay in delivery or destruction of any property arising out of or in any way connected with the goods sold hereunder, except to the extent such loss is caused solely by Buyer’s willful misconduct. Promptly on Buyer’s request, Seller will pay all such losses, liabilities, damages, costs, and expenses and all costs, and expenses of any claim, demand, suit, action, proceeding, litigation, or settlement relating thereto.
11. DPAS. Seller is required to comply with the mandatory requirements of the Defense Priorities and Allocations System (DPAS) (15 CFR, Part 350), if a DO/DX priority rating is assigned to this Purchase Order.
12. Government Contract. If the box title “Government Contract” is marked on the front of this Purchase Order, the required Federal Acquisition Regulation provisions and agency supplemental provisions in effect on the date of this Purchase Order are applicable to this Purchase Order. (See attached Additional Terms and Conditions for Government Subcontracts.) When necessary to make the context applicable to this Purchase Order, the terms “Contractor” shall mean Seller, “Government” and “Contracting Officer” or equivalent phrases shall mean Buyer or the Government, and “Contract” shall mean this Purchase Order. In the event of any conflict between the terms and conditions of this
Purchase Order and the Government clauses incorporated by reference, then the terms and conditions of the letter shall prevail.
13. Counterfeit Goods. Seller shall not furnish Counterfeit Goods to Buyer, defined as Goods or separately-identifiable items or components of Goods that: (a) are an unauthorized copy or substitute of an Original Equipment Manufacturer or Original Component Manufacturer (collectively, “OEM”) item; (b) are not traceable to an OEM sufficient to ensure authenticity in OEM design and manufacture; (c) do not contain proper external or internal materials or components required by the OEM or are not constructed in accordance with OEM design; (d) have been reworked, re-marked, re-labeled, repaired, refurbished, or otherwise modified from OEM design but not disclosed as such or are represented as OEM authentic or new; or (e) have not passed successfully all OEM required testing, verification, screening, and quality control processes. Notwithstanding the foregoing, Goods or items that contain review procedures, quality control processes or parts management plans, and that have not been misrepresented or mismarked without legal right to do so, shall not be deemed Counterfeit Goods. Counterfeit Goods shall be deemed nonconforming to this Contract. If Seller becomes aware or suspects that it has furnished Counterfeit Goods to Buyer under this Contract, Seller promptly, but in no case later than thirty (30) days from discovery, shall notify Buyer and replace, at Seller’s expense, such Counterfeit Goods with OEM or Buyer approved Goods that conform to the requirements of this Contract. Seller shall be liable for all costs related to the replacement of Counterfeit Goods and any testing or validation necessitated by the installation of authentic Goods after Counterfeit Goods have been replaced. Seller bears responsibility for procuring authentic Goods or items from its subcontractors and shall ensure that all such subcontractors comply with the requirements of this Article.
14. Assignment. Seller may not assign any rights or obligations arising under this Purchase Order without the prior written consent of Buyer,
15. Equal Employment Opportunity. Seller will comply with Executive Order No. 11246, dated September 24, 1965, as amended by executive Order No. 11375, dated October 13, 1967, and all administrative regulations issued pursuant thereto; said Executive Order is hereby incorporated by reference and Seller agrees to be bound by paragraphs (1) through (7) of Section 202 thereof. Seller certifies that it does not maintain any segregated facilities for its employees and that it will not permit its employees to perform services at any location where segregated facilities are maintained. When applicable, Seller will be bound by Section 503 of the Rehabilitation Act of 1973 and Section 402 of the Vietnam Era Veterans Readjustment Assistance Act.
16. Modifications. No modifications of this Purchase Order will be binding on Buyer unless in writing and signed by Buyer or its agent. Usage of trade, course of performance, and course of dealing cannot supplement or modify this Purchase Order. Buyer reserves the right to make, and Seller agrees to accept, reasonable changes to this Purchase Order, including changes as to packing, testing, destinations, specifications, designs, and delivery schedules, but changes will be authorized only by Buyer’s written instructions. If such instructions affect delivery or price, Seller will notify Buyer immediately, and an equitable adjustment in prices or other terms hereof will be agreed upon in a written amendment to this Purchase Order. Buyer’s (a) failure to insist on strict performance of any term or condition hereof; or (b) failure or delay to exercise any right or remedy provided herein or by law or property to notify Seller in the event of breach; or (c) acceptance of or payment for goods hereunder; or (d) approval of any design will not release Seller from any of the warranties or obligations of this Purchase Order and will not be deemed a waiver of any right of Buyer to insist upon strict performance hereof or of any of its rights or remedies as to any prior or subsequent default hereunder; nor will any purported oral modification oral modification or rescission of this Purchase Order by Buyer operate as a waiver of any term or condition hereof.
17. Set-off. Seller agrees that Buyer may, at any time and from time to time, set-off, recoup or credit any amounts owed to Seller hereunder against any amounts owed by Seller to Buyer or any affiliate of Buyer. For the purposes hereof, affiliate means any parent corporation, Subsidiary Corporation, or corporation or other entity under common ownership or control with Buyer.
18. General. If there is an express conflict between the terms of this Purchase Order and the provisions of any current written agreement between Seller and Buyer also intended expressly to apply to the goods ordered herein, those provisions will control only for those goods contemplated both by this Purchase Order and the agreement. In filling this Purchase Order, Seller and its subcontractors will comply with all applicable federal state and local laws and rules and regulations and shall furnish evidence of such compliance as required by Buyers. Nothing in this Purchase Order or any acceptance hereof will constitute Seller or any of its officers, directors, or employees as Buyer’s agent, legal representative, or employee
19. Governing Law. This Agreement shall be construed and governed according to the law of the State of North Carolina. If the Seller is from a country which as ratified the 1980 U.N. Convention on contract for the International Sale of Goods, the rights and obligations of the parties shall not be governed by such convention, but shall be governed by the law of the State of North Carolina.