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Purchase Order Terms and Conditions |
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Any performance on the purchase order (hereinafter referred to as P.O.) is deemed an acceptance, without exception, of the terms and conditions set forth on the face of the purchase order and in these terms and conditions.
Buyer may at any time make changes within the general scope of the P.O. and Seller shall comply therewith. Except as expressly provided for elsewhere, Buyer and Seller agree that there shall be no adjustment in unit price of delivery schedule without a written change order to the P.O.
Seller will send a separate invoice and shipping notice for each shipment. Each invoice must show the AGA. P.O. number, part numbers, unit prices, and quantities shipped. Delays in receiving invoice, errors or omissions on invoice, or lack of supporting documentation required by the terms of this order will be cause for withholding settlement without losing discount privilege.
No charges shall be allowed for boxing, crating, or packaging unless provisions are agreed to in writing. All goods must be packed appropriately to arrive at destination without damage or as otherwise noted on the P.O.
All goods will be received by AGA are subject to inspection, test, and rejection. If goods received are in non-conformance to specifications, drawings, or P.O., at the Buyer's discretion, goods may be (1) returned at Seller's expense and all delivery charges paid by AGA will be refunded by Seller; or (2) Corrected; or (3) Replaced at Seller's expense, including transportation both ways. This clause shall not affect any of the rights or liabilities of the parties under the WARRANTY clause. The aforesaid in no way relieves the seller of their responsibility to inspect and verify product in every way meets P.O., print and specification requirements.
Buyer reserves the right to verify at Seller's premises that product meets requirements. The same right is reserved for our customer and regulatory agencies as necessary and notified in writing.
Seller warrants that all items delivered under this P.O. will be merchantable, free from defect in materials and workmanship, and will conform to applicable specifications and drawings. If Seller is responsible for design, Seller warrants that all items delivered under this P.O. will be free from defective design and will be fit and sufficient for all purposes for which it is designed.
Buyer's approval of designs furnished by Seller shall not relieve Seller of obligations under this warranty. Seller's warranties shall run to Buyer and its customers. Without prejudice to any other remedy which the Buyer may have, Seller shall be responsible for, and bear the expense of, any necessary correction due to faulty workmanship or materials, or due to faulty design unless such design was supplied by the Buyer.
Seller further warrants that all aircraft materials and/or components shall be furnished in compliance with all applicable Federal Aviation regulations. All inspection records will be made available to the Buyer upon request. Seller further warrants that all items supplied or services performed shall be in accordance with all applicable Federal, state, and local laws including environmental protection and occupational safety and health.
Seller shall provide and maintain a quality control system acceptable to the Buyer for all goods covered by this P.O. As a minimum this system shall meet the requirements of MIL-1-45208. Inspection records shall be maintained for a minimum of seven years after delivery.
Shipments shall be made as specified and strictly in accordance with the delivery schedule of this P.O. If the Seller's deliveries fail to meet the schedule, Seller will pay the difference between the shipping method specified in this P.O. and the premium transportation rates. In the event that Seller is unable to make delivery by the date required on the purchase order, AGA reserves the right to cancel or modify this P.O.
Seller shall indemnify and hold harmless AGA against any and all claims for U.S. or foreign patent, copyright or trademark infringement. Seller shall defend at Seller's expense any and all patent infringement suits or actions of law or in equity brought against AGA, and shall satisfy all judgments entered therein.
Seller agrees to pay any taxes imposed by law on account of the goods and services ordered hereunder.
Seller hereby certifies that all goods sold hereunder which are produced or manufactured in the United States are produced in compliance with all applicable requirements, orders and regulations of the Federal Government pertaining to nondiscrimination in employment and facilities including, without limitation, the provisions contained in paragraphs one through seven of Part II, Nondiscrimination in Employment by Government Contractors and Subcontractors, of Executive Order 11246 (as amended by Executive Order 11375), Certification of Non-segregated Facilities (41 CFR Chap.1, Section 1-12.803-10), the Equal Opportunity and Affirmative Action clauses as required by 41 CFR 60-1.4 (f) (7),60-250.4(m) and 60-741.4(f), and the Fair Labor Standards Act of 1938 as amended (29 U.S. Code 201-219), all of which provisions are incorporated herein by reference and expressly made a part hereof. Seller also certifies full compliance with all state and local laws and orders relating to nondiscrimination in employment and facilities which are applicable to Seller.
All drawings, designs, information, tools, and other items supplied by Buyer are reserved and the same shall not be used or reproduced for any purpose whatsoever except for the performance of work under this P.O.
In the event that Buyer shall engage an attorney or commence an action against Seller arising out of facts and circumstances related to this P.O., including, without limitation, Seller's breach of any of its obligations hereunder, Buyer shall be entitled to recover its reasonable attorney's fees, costs, and other disbursements incurred in connection therewith.
(a) Buyer may, subject to provisions of paragraph (c) below, cancel whole or any part of this P.O. under any one of the following circumstances. (i) If Seller fails to make delivery of the supplies or perform the services within the time specified herein or any agreed upon extension thereof. (ii) If Seller fails to perform any of the other provisions of this P.O., or fails to make progress so as to endanger performance of P.O. in accordance with its terms. (iii) If in either of these two circumstances, failure to cure within a period of ten (10) days (or such longer period as Buyer may authorize in writing) after receipt of notice from Buyer specifying such failure, as indicated in (i) or (ii) above.
(b) In the event Buyer cancels this P.O. in whole or part provided in paragraph (a) of this clause, Buyer may procure upon such terms and in such a manner as Buyer may deem appropriate, supplies or services similar to those so canceled, and Seller shall be liable to Buyer for any extra costs for such similar supplies or services provided that Seller shall continue performance of this P.O. to the extent not canceled under the provisions of clause.
(c) Except with respect to defaults of subcontractors, Seller shall be liable for any excess costs if the failure to perform the P.O. arises or causes beyond the control and without the fault or negligence of the Seller. Such causes may include, but are not restricted to, acts of God or of the public enemy, acts of Buyer, acts of Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, and unusually severe weather, but in every case the failure to perform must be beyond the control and without the fault or negligence of Seller. If the failure to perform is caused by the default of a subcontractor and if such default arises out of causes beyond the control of both Seller and subcontractor, and without the fault or negligence of either of them, Seller shall not be liable for any excess costs for failure to perform unless the supplies or services to be furnished by the subcontractor were obtainable from other sources in sufficient time to permit Seller to meet the required delivery schedule.
(d) If this P.O. is canceled as provided in paragraph (a) of this clause, Buyer, in addition to any other rights provided in this clause, may require Seller to transfer title and deliver to Buyer, in the manner and to the extent directed by Buyer, (i) any completed supplies, and (ii) such partially completed supplies and material, parts, tools, dies, jigs, fixtures, plans, drawings, information, and contract rights (hereinafter called "manufacturing materials") as Seller has specifically produced or specifically acquired for the performance of such part of this P.O. as has been canceled, and Seller shall upon direction of Buyer, protect and preserve property in possession of Seller in which Buyer has an interest. Payment for completed supplies delivered to and accepted by Buyer shall be at the P.O. price. Payment for manufacturing materials delivered to and accepted by Buyer and for protection and preservation of property shall be in an amount agreed upon by Seller and Buyer.
(e) If, after notice of cancellation of this P.O. under the provisions of this clause, it is determined for any reason that the Seller was not in default under the provisions of this clause, the rights and obligations of the parties shall be the same as if the notice of cancellation had been issued pursuant to. (f) The rights and remedies of Buyer provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by law or under this P.O. (g) The performance of work under this P.O. may be terminated in whole, of from time to time in part, by the Buyer, for their convenience.
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