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TERMS & CONDITIONS PURCHASE ORDER
ACCEPTANCE This purchase Order constitutes Buyer’s offer to purchase from Seller the goods described herein upon the terms and conditions stated and shall become a binding Agreement when accepted by Seller either by the earlier of
acknowledging receipt of order to Buyer or shipment of conforming goods. Any variance or amendment to any part of this Purchase Order (including any supplements, specifications or other documents incorporated herein by reference) is hereby null
and void unless expressly accepted by Buyer in writing. Buyer shall not be deemed to have accepted any offer of Seller and shall not be responsible for goods shipped to Buyer except in accordance with the terms and conditions of this Purchase Order
executed by Buyer and delivered by Buyer to Seller.
CANCELLATION Buyer reserves the right to terminate the Purchase Order or any part thereof, by written notice, and to refuse to accept delivery or, at Sellers cost, to return goods already delivered (a) at any time prior to acceptance by Buyers, (b) if
shipment is made later than the date specified or not within a reasonable time if no time is otherwise specified, (c) if Seller breaches or anticipatorily breaches any of the terms hereof (including any express or implied warranties of Seller), (d) if Seller makes an assignment of creditors, or bankruptcy proceedings are instituted by or against Seller or a receiver or trustee is appointed for Seller’s assets, or (e) if Seller or any shipments are not in accordance with Buyer’s shipping instructions, including but not limited to specification of delivering carrier.
INVOICES Seller shall mail invoices at the time of shipping, showing purchase order number, part number and description. Any time period applicable for Buyer to pay shall begin the day Buyer is in receipt of an acceptable invoice of Seller or in receipt of
conforming goods, whichever is later. On collect shipments, Seller shall attach a copy of the Bill of Lading or transportation receipt to the invoice and retain the original copy of such documents on file. Consumer taxes shall be excluded from the price charged for
the goods and such taxes shall be shown separately on Seller’s invoice.
CHARGES No charges shall be made for cartons, wrapping, packing, boxing, crating, drop shipment or other costs, unless written authority from Buyer for such charges is expressly incorporated herein by Buyer.
DELIVERY Seller shall deliver the goods on the delivery terms to buyer’s facility specified on the order. If the goods or the tender of delivery fail to conform to this Agreement, Buyer may reject the goods in whole or in part without liability.
PACKING REQUIREMENTS All packaging must be of sufficient quality to carefully and safely transport the goods purchased hereunder and to assure the lowest transportations costs. Where specified by Buyer for certain aircraft components
and parts, all packaging must be in accordance with Air Transport Association Specification 300. All containers for individual repairable units must meet at a minimum, Category II requirement of Specification 300. Expendable items shall be provided in Category III packaging. Hazardous/dangerous goods must be packaged in accordance with IATA/ICAO Specifications for air carriage. Material incorrectly packaged shall be subject to rejection. In addition, shipments are declared at maximum free valuation; higher valuation will be at Seller’s expense. Packing sheets must accompany each shipment and order number, part number, and serial number shall appear on all shipping labels, packing slips, transport documents, invoices, and correspondence. International shipments require country of origin and harmonized tariff code. Upon failure of Seller to comply with the documentation standard required herein, Buyer may deduct from the amount due to the Seller the cost of securing proper information and delivery of improperly marked shipments, or shipments which do not contain appropriate documentation. Buyer shall have the right to reject and return shipment at Seller’s expense, which does not meet buyer’s shipment requirements as specified herein. Unless otherwise specified in this Order, goods ordered shall be delivered on an FOB destination basis to Buyer’s designated locations.
SPECIFICATIONS Except as otherwise stated, all material or equipment for aircraft as listed herein, as to which either Government, original equipment manufacturers or Buyer’s specifications are required, shall comply with such specifications,
current as of date of this Order. Should such specifications be revised prior to shipment, Seller, upon first obtaining the written modification of this Order from Buyer, may furnish such material or equipment in accordance with the revised specifications.
Seller shall supply, in triplicate, a notarized, signed report confirming delivery of goods in absolute conformance to the specifications. Such report shall bear Buyer’s purchase order number and a description of the goods delivered and shall be mailed directly to Buyer at the time of shipment, one copy of same to accompany shipment. Buyer reserves the right to audit suppliers on relevant matters concerning past, present or future deliveries. Suppliers will give reasonable access to Dillingham Energy Services LLC Industries as well as Dillingham Energy Services LLC customers to all facilities and documentation.
PATENT PROTECTION By accepting this order, Seller agrees to indemnify and hold harmless and protect Buyers, its successors, assigns, customers and the users of its products from and against all loss, liability, claims, demands, and suits, judgments or awards, at law or equity and all costs of such suits, including attorney’s fees, for actual or alleged infringement of any Letters, Patents, Trade Marks, Trade Names, Service Marks, or corresponding rights granted by any government, domestic, or foreign, by reason of the use or possession of the articles sold to Buyer by Seller. In case the sale or use of the goods shall be found to constitute patent, copyright or trademark infringement and/or their use is enjoined, Buyer may, at its sole option, pursue
any remedy or remedies at law or in equity, including, without limitation, requiring Seller wither to procure for Buyer the right to continue using such goods, to modify them so they become non-infringing or to remove them, to supply equivalent non-infringing
goods, or refund the total purchase price thereof.
WARRANTIES Seller warrants that the goods to be supplied under this Order are new (unless otherwise stated in this order)
and, whether new or used, are fit and sufficient for the purpose intended and ordinarily used, are merchantable, of good quality and free from patent or latent defects in design, material or workmanship; and that material or equipment for aircraft conform to
the specifications contained herein. Seller warrants that the goods are adequately contained, packaged, and labeled as this Agreement or the law may require. Seller warrants that the goods conform to the promises, affirmations and representation made
in Seller’s sales materials and made by Seller’s representatives. Seller warrants that is has good title to the goods sold hereunder and that they are free and clear from all liens or encumbrances, or any claims of third parties. In the event Seller has knowledge
that the goods sold to Buyer hereunder are non-conforming, defective or that the incorrect goods were supplied to Buyer, Seller shall immediately, upon such determination, simultaneously notify Buyer’s Purchasing and Quality Control Departments in Jackson, Mississippi. If Seller’s product fails due to a design defect, Seller shall immediately remedy each defect at no charge to Buyer within 90 days of
initial notification of the design defect by Buyer. Buyer shall have available all legal remedies. If Seller’s product fails due to material or workmanship, Seller agrees to promptly repair or replace the goods at no charge. Seller shall also be responsible for all labor charges for removal of defective goods, all charges for re-installation of replacement goods, all transportation charges to and from Seller’s facility, and all legal remedies. Seller also agrees that Buyer, at Buyer’s option, may perform repairs and be reimbursed for such repairs by Seller. All warranties herein shall be construed as conditions as well as warranties.
GENERAL PROVISIONS Inspection on and acceptance shall be performed by Buyer within a reasonable time of tender of delivery in the event goods are rejected, risk of loss shall be deemed to remain with the Seller. Notwithstanding Buyer’s right to
inspection and tests after tender of delivery contained in the specifications applicable to this Order (except where specialized inspections or tests are specified for performance solely by buyer), Seller shall perform, prior to tender of delivery, inspections and
test commercially required to substantiate that the goods provided hereunder conform to the drawings, specifications and other requirements listed herein, including (where applicable) the technical requirements for the manufacturer’s part numbers specified
herein.
Buyer requires all suppliers provide documentation that can be linked numerically or alphabetically to maintain full traceability. These links have to be on both, parts and paperwork provided by supplier. Examples are:
- SN (serial number)
- PO (purchase order)
- B/N (batch number)
- W/O (work order)
- L/N (lot number)
- Or any unique markings or symbols
- Part numbers are not considered proper link.
Rejected goods shall be returned at Seller’s direction and expense. Buyer will hold the goods at the sole risk of Seller pending shipping instructions. If Buyer has paid for the goods, Seller shall immediately refund to Buyer the purchase price of any rejected
goods together with any other costs incurred by Buyer.
CUSTOMS DOCUMENTATION The Seller shall be responsible for all customs documentation being correct in all respects, Seller warrants to Buyer that goods specified in this Order are being sold at prices equivalent to what Seller would sell to
others in country of origin, and Seller further agrees to indemnify, save and hold harmless Buyer from any duty or charge that may be assessed by the United States Government for any violation of the Anti-Dumping act. Seller further warrants that the prices herein are no higher than the prices for such goods charged by Seller to other Buyers.
INDEPENDENT CONTRACTOR CLAUSE Seller agrees it is an independent contractor and, in no circumstances, an agent or employee of Buyer. The supplier shall identify to Buyer’s Quality Department the name and address of any sub-tiers used in the manufacture of Buyer’s products. The supplier shall ensure that any work in connection with a buyer’s purchase order which is contracted to a lower tier source shall accord strictly with the requirements of the buyer’s purchase order, buyer/customer drawings, specification and applicable requirements of QA. Buyer and its customers shall at any time have access to lower tier sources for the purpose of oversight of buyer products. The supplier shall accept the right of buyer to reject the use of lower tier sources that do not demonstrate compliance with buyer requirements.
CONFIDENTIAL Seller shall not, without first obtaining the written consent of Buyer, in any manner adverse or publish the fact that the Seller has furnished or contracted to furnish to Buyer, the articles herein mentioned. Seller shall not discuss any of
the details connected with this order with any third party.
USE The goods purchased herein are understood to be for the use of Buyer, resale & distribution, its affiliated companies or its or their suppliers, and deliveries and shipments shall be made as directed by Buyer in its absolute discretion: all articles
contracted for may be subjected to further processes of manufacture, combined with any articles, or put to any use whatsoever by Buyer, its affiliated companies or its suppliers (to any of which the goods may be resold), as it or they may elect; and in no event shall any claim for royalty or other compensation be made by the Seller by reason of such manufacture, combination, resale or use.
LIMITED SHELF LIFE If a product ordered has a limited shelf life, the material shall be identified on each container with the applicable specification, lot number, date of manufacture, and expiration date. Such shelf life shall not be less than eighty
(80) percent of full life from date of shipment. All materials supplied must be free of asbestos substance.
ASSIGNMENT Neither party may assign this contract without first obtaining prior written consent of the other party provided that consent shall not be required for assignment to any corporation with which either party may merge or consolidate or to any
corporation which may succeed to its business.
INTERPRETATION THIS PURCHASE ORDER SHALL BE GOVERENED BY THE UNIFORM COMMERCIAL CODE (AND OTHER APPLICABLE LAWS OF) AS ADOPTED IN THE STATE OF MISSISSIPPI, UNITED STATES OF AMERICA. BOTH
PARTIES WAIVE ANY AND ALL APPLICABILITY OF THE MISSISSIPPI DECEPTIVE PRACTICE TRADE ACT TO THE TERMS, CONDITIONS OR PERFORMANCE OF THIS AGREEMENT.
STATE SALES TAX Buyer hereby claims an exemption from payment of taxes. If written authorization for exemption is required, Seller shall submit its request to billing address shown on face of this order.
DATA PROTECTION Any Buyer drawings, designs, tapes, prints or other materials, original or otherwise, belonging to by Buyer and Seller, or any discoveries, ideas, inventions, or improvements attributed to the contract, will be considered work for hire
and will belong exclusively to Buyer, and Seller will not undertake to secure any proprietary rights, royalties, licenses, or patents which result from the contract without Buyer’s prior written consent?
COMPLIANCE WITH LAWS Seller agrees to comply with the provisions of the Occupational Safety and Health Act of 1970 and the standards and regulations issued there under and certify that all items furnished under this Order will conform to and
comply with said standards and regulations. Seller further agrees to indemnify and hold harmless Buyer for all damages assessed against Buyer as a result of Seller’s failure to comply with the Act and the standards issued there under and for the failure of the
items furnished under this Order to so comply. Seller agrees to comply with all federal, state, and local laws applicable to the transactions, sales and goods undertaken by
the Seller pursuant to this agreement. Seller will comply with all applicable federal, state and local laws and executive orders and regulations issued pursuant thereto,
including without limitations, and to the extent applicable to this Purchase Order, the provisions contained within Section 202 of Executive Order 11246, as amended and the implementing regulations of the Office of Federal contract Compliance Programs,
41 CFR parts 60-1, et seq, which provisions are incorporated herein by reference as if set forth in full.
DOT/FAA ANTI-DRUG TESTING PROGRAM As a condition of providing safety sensitive or security related goods, Seller will comply with all applicable Federal Laws, Rules, and Regulations issued pursuant thereto, including, and to the extent applicable to this agreement, the provisions contained within 49 CFR Parts 121, 135, 145 et al, which provisions are incorporated herein by reference as if set forth in full.
By acceptance of this Agreement, Seller represents and warranties compliance with the aforementioned regulations and will
furnish proof thereof upon demand.
NON-WAIVER Any and all failure(s) of Buyer or delay(s) or forbearance(s) by Buyer in enforcing at or for any time or times any of the provisions of this order shall not be construed as a waiver thereof or of this clause or of Buyer’s rights of subsequent
enforcement.
COMPLETE AGREEMENT This Purchase Order, including all items incorporated herein by reference, contains the final and entire contract between Buyer and Seller, and no agreement or other understanding purporting to add or modify the terms
and conditions hereof (except as to warranties) shall be binding upon Buyer unless agreed to by Buyer on or subsequent to the date of this Purchase Order. In the event of a conflict between these Terms and Conditions and the purchase order itself, the
purchase order shall govern.
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