PURCHASE ORDER TERMS AND CONDITIONS
All purchase orders (“PO Agreement”) issued by Aviation Instrument Technologies, inc.(“Buyer”) are made expressly subject to these additional terms and conditions.
This PO Agreement is between the Buyer and the seller listed on the front of the PO Agreement (“Seller”). The PO Agreement constitutes Buyer’s offer to Seller to supply named products (“Purchased Products”) or services (“Purchased Services”), and is a binding contract on the terms and conditions set forth herein when it is accepted by Seller or on commencement of performance hereunder. No condition stated by Seller in accepting or acknowledging this PO Agreement shall be binding upon Buyer if in conflict with, inconsistent with, or in addition to the terms and conditions contained herein unless accepted by Buyer’s written approval. Any additional or different terms proposed by Seller are objected to and rejected unless expressly assented to in writing by Buyer. In the event there are conflicting terms and conditions between the PO Agreement and an additional valid agreement fully executed by both parties (the “Other Agreement”), the Other Agreement will prevail through the term of the Other Agreement.
No revisions to the PO Agreement shall be valid unless in writing and signed by an authorized representative of the Buyer.
Our organization, The Buyer, reserves the right of final approval of products, procedures, processes, and equipment.
Our organization, The Buyer, reserves the right to approve or specify any design, tests, inspection plans, verifications, use of statistical techniques for product acceptance, and any applicable critical items including key characteristics.
Seller shall maintain the proper identification and revision status of specifications, drawings, process requirements, inspection/verification instructions and other relevant technical data.
SELLER ENSURES, WITH THE ACCEPTANCE OF PURCHASE ORDER, THAT PERSONS ARE AWARE OF THEIR CONTRIBUTION TO PRODUCT OR SERVICE CONFORMITY INCLUDING THEIR CONTRIBUTION TO PRODUCT SAFETY AND THE IMPORTANCE OF ETHICAL BEHAVIOR AND FURTHER AGREES TO THE FOLLOWING CONDITIONS AS SPECIFIED BY THE INTERNATIONAL STANDARD (ISO 9001: 2015 or greater) AND/OR CUSTOMER REQUIREMENTS WHICH INCLUDES, BUT IS NOT LIMITED TO, THE FOLLOWING:
1. ACCEPTANCE
By shipping the Purchased Products or performing the Purchased Services specified in the PO Agreement, Seller accepts the PO Agreement and agrees to be bound by the terms and conditions provided herein.
2. TIMELY PERFORMANCE
Seller acknowledges and agrees that time is of the essence in the delivery of the goods or completion of the services within the time frame mutually agreed upon by Buyer and Seller, is vital to the interest of Buyer, and that failure to complete the services within such timeframe constitutes a breach of this PO Agreement.
3. CHANGES
Company reserves the right at any time prior to shipment to make a change as to: (1) specifications; (2) method of delivery; (3) place of delivery, (4) schedule of delivery and the (5) quantities of delivery. Seller shall notify us and obtain our approval of changes to processes, products, or services, including changes of their external providers or location of manufacture.
4. CANCELLATION
Buyer reserves the right to cancel this PO Agreement, or any portion of thereof, without liability, if; (a) as time is of the essence in this PO agreement, delivery is not made when and as specified; (b) Seller fails to meet contract commitments as to exact time, price, quality or quantity; (c) Seller ceases to conduct its operation in the normal course of business; (d) Seller is unable to meet its obligations as they mature; (e) proceedings are instituted against Seller under the bankruptcy laws or any other laws relating to the relief of creditors; (f) a receiver is appointed or applied for by Seller; or (g) any assignment is made by Seller for the benefit of creditors. The buyer also reserves the right to cancel for any other reason permitted by the Uniform Commercial Code then in effect in the State of Florida. In the event of a cancellation, Buyer shall have no further obligations to Seller except to pay for deliverables that were provided to Buyer prior to such termination and were accepted by Buyer. Upon termination, Seller shall provide any transition assistance that may be reasonably requested by Buyer.
5. DELIVERY
Seller shall deliver the goods or services to Buyer by appropriate conveyance no later than by the dates specified in the PO Agreement.
6. PACKING AND SHIPPING
Any goods purchased hereunder must be suitably packed and prepared for shipment to secure the lowest transportation rates or appropriately packed to comply with any specific transportation specifications of the Buyer, and in all cases, to comply with the carrier’s regulations and industry product compliances. All charges for packing, crating and transportation are included in the price for the goods set forth herein or stated as a separate charge in the invoicing and will be paid by the Seller. A Packing List shall accompany each box or package shipment showing the order number specified hereon as well as the item number and a description of the goods. In the event that no such Packing List accompanies any shipment, the count, weight or other measure of Buyer shall be final and conclusive. Buyer shall not be obligated to accept any shipments in excess of the ordered quantity and any excess or advance shipments may be returned to Seller at Seller’s expense.
Any products delivered need to be secured within their packaging. Packaging needs to be secured within its shipping crate, cargo hold, or truck. This should help absorb many of the vibrations and shocks, minimizing the amount of movement the packaging makes during shipment.
In the case of any Hazardous Material Packaging, Labeling, and Shipping: Seller shall package label, transport, and ship hazardous materials or items containing hazardous materials in accordance with all applicable Federal, State, and Local laws and regulations. Seller prior to each hazardous material shipment shall notify Buyer of its nature and shipment data by such means of communication as will allow for proper preparation for acceptance of delivery by the carrier of the material and shall identify same on all shipping documents. The seller must furnish appropriate Material Safety Data Sheets in accordance with California Hazardous Substances Information and Training Act.
7. INSPECTION AND REJECTION
All goods supplied and services performed shall be subject to inspection and testing by Buyer, its agents and its customers at all reasonable times and places, whether during or after manufacture as to goods, or performance as to services, and notwithstanding the terms of delivery or payment or, as to goods, that title has not yet passed to Buyer or its customers. In the event goods or services are not in accordance with the specifications and instructions of Buyer, Buyer may require prompt correction, repair, replacement or re-performance thereof at Buyer’s option and Seller’s sole expense. If Seller is unable to accomplish the foregoing, then Buyer may procure such goods or services from another source and charge to Seller’s account all costs, expenses and damages directly associated therewith. After Seller is notified of the foregoing defects or nonconformances, all risk of loss with respect to such goods shall be the responsibility of Seller and Seller shall pay all packing and shipping charges in connection with such defective or non-conforming goods. Buyer’s approval of designs furnished by Seller shall not relieve Seller of its obligations hereunder. In no event shall either Party be liable for consequential, incidental, special (including multiple or punitive) or other indirect damages that are claimed to be occurred by the other Party whether such claim arises under contract, tort (including strict liability) or other theory of law.
8. ACCEPTANCE
Acceptance of any part of the Order shall not bind Buyer to accept future shipments or performance of services nor deprive it of the right to return goods already accepted and shall not be deemed to be a waiver of Buyer’s right to cancel or return all or any part of the goods because of failure to conform to the Order or by reason of defects, whether latent or patent, or other breaches of warranty, or to make any claim for damages, including manufacturing cost or loss of profits, injury to reputation or other special, consequential and incidental damages.
9. INVOICING
Invoices shall be mailed immediately after shipment of goods or rendering of service is complete to the address shown on the face of the PO Agreement. Delays in receiving invoices, errors, or omissions on invoices or lack of supporting documentation required by the terms of this PO Agreement will be cause for postponing the start of the payment terms until the correct information is received.
10. PAYMENT
In consideration of the performance of the completion of the obligations by Seller and acceptance by Buyer under the PO Agreement, Buyer will pay the applicable invoice amount. Payment terms are net 30 days from receipt of invoice unless indicated otherwise in a written agreement between Buyer and Seller.
11. DISPUTED CHARGES
Where any item or items on an invoice are disputed Buyer may withhold payment for the item or items so disputed until such time as the dispute is resolved.
12. SELLER’S REPRESENTATIONS AND WARRANTIES
Seller represents and warrants that: (a) Seller owns all rights, title and interest in the products and services and has the legal authority to sell, license, or otherwise transfer the right to use or sell such items to the company; (b) the product and service covered under the Purchase Order are of good and merchantable quality and free from defects in design, material and workmanship, are safe and conform to applicable specifications, drawings, samples, descriptions and associated documentation provided to the company in writing; (C) the product and services, and the production and sale thereof, and all warranties, guarantees, representations by Seller made or authorized to be made in connection therewith are in all respects in compliance with all applicable international, federal, state, local laws, rules, and regulations.; (d) the goods are fit for the use intended; (e ) no Purchased Product and/or Purchased Service, or their sale or use will infringe any patents, trademarks, copyrights, trade secrets, or similar intellectual property rights of any third party; (f) Seller will comply with all federal, state and locals laws, ordinances, rules and regulations applicable to its performance under this Purchase Order. (g) The seller has not changed any compositions, formulations, or other constituents of the Purchased Products without written approval from Buyer.
13. SUBCONTRACTS AND ASSIGNMENTS
Seller agrees to obtain Buyer’s approval before subcontracting this Order or any substantial portion thereof; provided, however, that this limitation shall not apply to the purchase of standard commercial supplies or raw materials. Further, this Order shall not be assigned or delegated by Seller without the prior written consent of Buyer.
14. ETHICAL BEHAVIOR
Employees will conduct himself/herself in a professional and ethical manner at all times and will comply with all company policies as well as all State and Federal regulations and laws as they may apply to the services, products, and business of the Company. The vendor will at all times conduct its business with fairness, integrity, and honesty and treat its employees and subcontractors respectfully and free of discrimination and harassment. The vendor will provide employees and subcontractors with a safe and healthy workplace.
The Foundation strives to maintain the highest ethical standards in all of its operations. All parties acting pursuant to this Agreement will establish standards, policies, and procedures of ethical conduct that address, but are not limited to, the areas of conflict of interest, compliance with the local, state, and federal laws, respect in the workplace, protection of company property, professionalism, corruption, fraud, abuse, and waste.
15. COMPLIANCE WITH LAWS
Seller represents and warrants that no law, regulation, or ordnance of the United States or any state or governmental authority or agency has been violated in the manufacture, procurement, transporting or sale of any of the deliverables or services furnished, work performed or service rendered pursuant to this PO Agreement.
16. INDEMNIFICATION
Seller shall assume entire responsibility for and shall defend, indemnify and hold Buyer, and its directors, officers, employees, and agents (collectively, the “Indemnitees”) harmless against all losses, liabilities, claims, costs, and expenses arising directly or indirectly out of or in connection with the performance related to this PO Agreement arising from, but not limited to: Injury to any person in the employment of the Seller or any Seller subcontractors; Loss of or damage to the property of Seller, any subcontractor and any of their respective personnel whatsoever and howsoever arising, or by reason of any actual or alleged infringement of any United States patent, copyright or trade secret arising out of the services, products and/or deliverables supplied to Buyer by Seller. The provisions of this paragraph “Indemnification” shall survive the termination of the PO Agreement for whatever reason.
17. CONFIDENTIALITY
Seller acknowledges that it is, may be or will be privy to Confidential Information. Seller agrees it will use the Confidential Information only in the furtherance of its work under the PO Agreement and shall not transfer or otherwise disclose the Confidential Information to any third party except with written authorization from an officer of Buyer.
18. INSURANCE
Whenever Seller shall, by virtue hereof, have in its possession property of Buyer, Seller shall be deemed as insurer thereof and shall be responsible for its safe return to Buyer.
If Seller is to perform any services for Buyer on any premises owned or controlled by Buyer or elsewhere, Seller agrees to: (1) keep such premises and work free and clear of all mechanic’s liens, and furnish to Buyer proper affidavits and/or waivers certifying thereto; (2) perform such services at Seller’s sole risk prior to its written acceptance by Buyer, and replace at Seller’s sole expense all property damaged or destroyed by any cause whatsoever; (3) carry workmen’s compensation insurance covering all employees to be used by Seller or Seller’s subcontractors in connection with such services and public liability insurance covering Seller’s liability hereunder; and (4) prior to commencing the performance of any services hereunder, furnish to Buyer certificates of its insurance carrier showing that such workmen’s compensation and liability and property damage insurance is in force.
19. PUBLICITY
Seller shall not make or publish any notice, advertisement, press release, or other communication with respect to the PO Agreement, its contents, or the goods or services without Buyer’s prior written consent. Seller shall not use Buyer’s name or logo in any of its advertising, client list, or sales promotional material without Buyer’s prior written consent.
20. EQUAL OPPORTUNITY
Seller will provide Services to Buyer. without discrimination on account of race, sex, color, religion, national origin, age, physical or mental disability, or veteran’s status.
21. DISPUTE RESOLUTION
All disputes arising under this Agreement shall be settled in a federal or state court of competent jurisdiction located in Pasco County, Florida. All parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of any federal or state court located within Pasco County, Florida, with respect to any legal action or proceeding arising out of or relating to this PO Agreement or any of the transactions contemplated hereby and each party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action or proceeding related thereto may be heard and determined in such courts. The parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of the venue of any such action or proceeding brought in such court or any defense of inconvenient forum for the maintenance of such action or proceeding may be enforced in other jurisdictions by suit on the judgment or in any manner provided by law. Each of the parties hereto hereby consents to be served by any party to this PO Agreement in any suit, action, or proceeding delivered personally or by the mailing of a copy thereof postage prepaid by the United States registered or certified mail, return receipt requested, or by any nationally recognized overnight courier service (i.e., Fed Ex or UPS) with delivery confirmation, to the parties at the addresses.
22. ASSIGNMENT
No assignment of any rights, including rights to money due or to become due hereunder, or delegation of any duties under this order shall be binding upon Buyer until its written consent has been obtained.
23. HEADINGS
The headings contained in this PO Agreement are for convenience of reference only and are not intended to have any substantive significance in interpreting this PO Agreement.
24. FORCE MAJEURE
Both parties shall be relieved from any and all liability under or in connection with this PO Agreement to the extent that such liability arises from any failure to perform any of its obligations under or in connection with this PO Agreement has been caused or contributed to by a force majeure event or circumstance including acts of God, war, hostilities (whether war be declared or not), civil disturbance, government action, strikes, lock-outs, or labor disputes, computer virus, or any other event or circumstance or cause whatsoever beyond the reasonable control of the party.
25. SEVERABILITY AND INDIVIDUAL PROVISIONS
If any term, condition, or provision of this PO Agreement is for any reason declared or found to be illegal, invalid, ineffective, inoperable, or otherwise unenforceable, it shall be severed and deemed to be deleted from this PO Agreement and the validity and enforceability of the remainder of this PO Agreement shall not be affected or impaired thereby the remaining terms shall remain in full force and effect.
26. WAIVER OF FAILURE TO ENFORCE A PROVISION
Failure by either party at any time to enforce any provision of this PO Agreement against the other shall not be construed as a waiver of such entitlement and shall not affect the validity of this PO Agreement or any part or parts hereof or the right of the relevant party to enforce any provision in accordance with its terms. The rights and/or remedies of either party may only be waived by a formal written waiver which is signed by a duly authorized representative of the party waiving its rights and which makes express and unequivocal reference to the waiver being made.
27. APPLICABLE LAW
This PO Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to conflicts-of-law principles.
28. IMPLEMENTED A QUALITY MANAGEMENT SYSTEM
Seller including their sub-tier providers must have implemented a quality management system. The QMS shall be made available to us upon request.
Those providing calibration services must maintain registration/certification.
Those providing special processing must maintain a system for validating processes similar to that of a NADCAP program.
Sellers with registration/certification (ISO9001, AS9100, ISO17025, AS9120, etc.) must notify our organization of any changes to the status of that certification.
29. RIGHT OF ACCESS
Seller grants us the right of access by our organization, our customer including regulatory authorities to the applicable areas of facilities and to applicable documented information, at any level of the supply chain.
30. RECORD RETENTION
Seller shall retain documented information including disposition requirements for a period of 7 (seven) years after the date of completion. These records shall be made available within 72 hours of our written request and be provided at no charge to us.
31. NON-CONFORMING MATERIAL
The seller will notify us of any non-conformity found in the purchased product within 24 hours of discovery of such non-conformity, regardless of whether it be prior, during, or after receipt of the product. We do not grant disposition authority for non-conforming products. No known non-conforming product shall be shipped to us without our written authorization.
32. CERTIFICATIONS
When it is indicated that the Purchase Order can affect end item quality (“Certifications Required with shipment” or “No Certs Required”), certifications must accompany product delivery. We reserve the right to refuse delivery of any shipment without applicable certifications. Delivery will not be complete until appropriate certifications are received.
Seller shall ensure that all products is inspected and validated using acceptable monitoring and measuring equipment prior to shipment. External Provider shall ensure that all tools used for final acceptance are calibrated to NIST standards and equipment calibrations are current.
For services providing Calibration, all activities must be traceable to NIST and certificates provided indicate those standards. Certificates must also identify “received” and “as left” conditions in whatever terminology deemed appropriate. Notification must be made if items are determined damaged or unable to calibrate as soon as possible for potential impact review.
33. FLOW DOWN
Seller will flow down all requirements including customer requirements. Seller shall use customer-designated or approved external providers, including special process sources when directed.
34. TEST SPECIMENS
Provide test specimens for design approval, inspection/verification, investigation, or auditing (where applicable).
35. CORRECTIVE ACTIONS
Corrective Actions flowed to the Seller shall be completed and returned in a timely manner.
The seller is required to flow down corrective action requirements to an external provider when it is determined that the external provider is responsible for the nonconformity.
36. FOD PREVENTION
The Seller shall maintain a FOD (Foreign Object Debris) prevention program and flow down this requirement to the sub-tier. This program shall utilize effective FOD prevention practices proportional to the FOD generating potential of the manufacturing methods.
37. PREVENTION OF COUNTERFEIT PARTS
The Seller shall plan, implement and control their process for the prevention of counterfeit or suspect counterfeit parts from use or inclusion into the product in accordance with SAE International Aerospace Standard AS9100 clause 8.1.4 (Prevention of Counterfeit Parts).
38. MONITORING
In addition to the initial evaluation and approval of external providers, We implement ongoing monitoring and measurement of performance. Our vendor evaluation may include performance indicators to evaluate consistency and performance on aspects of quality, timeliness, services provided, etc. Non-conformities, if any in the product/services that are delivered or issues with their performance shall be taken up with the external providers, root causes identified and corrective actions taken.
OUR CERTIFICATIONS
We are ISO 2001:2015 and AS9001D Certified. ISO 9001 is defined as the international standard that specifies requirements for a quality management system (QMS). Organizations use the standard to demonstrate the ability to consistently provide products and services that meet customer and regulatory requirements. AS9100 is a widely adopted and standardized quality management system for the aerospace industry.
We have implemented a level 3 CMMC Cybersecurity system and process. CMMC is a vehicle the US Government is using to implement a tiered approach to audit contractor compliance with NIST SP 800-171.
Cybersecurity Capability Maturity Model (CMMC) certification is the US Government’s solution of compliance associated with NIST SP 800-171. CMMC is not optional and is designed to permit only allow businesses with a valid CMMC certification to bid on and win contracts with the US Government. The US Department of Defense (DoD) recognizes that all contractors are not alike, as well as the nature of how subcontractors are used. Compliance with NIST SP 800-171 is required for any contractor or subcontractor that stores, transmits, or processes Controlled Unclassified Information (CUI).
Cybersecurity Capability Maturity Model (CMMC) Cybersecurity is a requirement based on DFARS and NIST SP 800-171 is required by DFARS 252.204-7012.