PUR-P-C001-B
T. Mathes 3/19/2018
DEFINITIONS
As used herein “Buyer” means Aerodyn Engineering LLC, its successors, and/or any other companies owned or operated by this group. “Buyer’s Authorized Procurement Representative” means the person or persons authorized by the buyer to alter, modify, or change the provisions of this order. “Seller” means the party with whom Buyer is contracting and includes any reference to “vendor”, “subcontractor” or “supplier.” “Purchase Order” means this instrument, including all documents, exhibits the United Nations Convention on the International Sale of Goods and attachments referenced herein. “FAR” means Federal Acquisition Regulation and “DFARS” means Department of Defense Federal Acquisition Regulation Supplement, with both FAR and DFAR being those in effect on the date of this order.
1. ACCEPTANCE
Seller has read and understands this order to be the exclusive agreement between the buyer and the seller. Seller’s written acceptance or acknowledgement of this order, or seller’s shipment of the goods, performance or services or commencement of work under this order shall be only upon the terms and conditions contained herein. In no event shall payment or transfer of title constitute acceptance. Any and all terms and conditions proposed by seller which are different from or in addition to the terms and conditions of Buyer’s purchase order are hereby deemed to be material alterations and shall not become a part of this order or binding upon buyer. Any modifications or changes to this order shall be made only in accordance with articles No. 5 and 31.
2. SHIPPING, BILLING, AND PAYMENT
Seller agrees: (a) to properly pack, mark, and ship goods in accordance with the requirements of buyer and involved carriers in a manner to secure the lowest transportation or and meet delivery times; (b) to route shipments in accordance with instruction from Buyer’s traffic department; (c) to make no charges for handling, packaging, storage, transportation or drayage of goods unless otherwise stated in this order; (d) to provide with each shipment packing slips with buyer’s order number marked thereon; (e) to properly mark each package with this order number, the factory, plant, and dock number, and, where multiple packages comprise a single shipment, to consecutively number each package; and (f) to promptly forward the original bill of lading or other shipping receipt for each shipment in accordance with the buyer’s instructions and carrier’s requirements. The packaging, labeling, and shipping of all materials, including hazardous substances, dangerous or explosive materials, must conform to all applicable international, federal, state, and local laws and regulations. The marks on each package and identification of the goods on packing slips, bill of lading, and invoices shall be sufficient to enable buyer to easily identify the goods purchased. Seller further agrees: (a) promptly render, after delivery of goods and performance of services, correct and complete invoices to buyer; and (b) to accept payment by check or, at buyer’s discretion, other cash equivalent (including electronic transfer of funds). Payment for material and/or services and provision of required documentation, shall be in accordance with the payment terms of this order. The time for payment shall not begin until correct a complete invoices are received, and seller’s cash discount privileges to buyer shall be extended until such time as payment is due. Buyer may withhold payment pending receipt of evidence, in such form and detail as buyer may direct, of the absence of any liens, encumbrances, and claims on the goods or services for which this order applies.
3. DELIVERY SCHEDULES
(a) Time is of the essence in the performance of this order. Seller shall make deliveries at such times and places and of such items and quantities as specified in the buyer’s delivery schedules. Strict adherence to the buyer’s stated schedules is a material condition of this order. Seller shall not, unless otherwise agreed in writing by buyer, manufacture or procure materials to which this order applies in excess of the amount described in this order or the delivery schedules, or in advance of the time necessary to meet buyer’s delivery schedule. Further, buyer shall have no obligation to pay for goods delivered to buyer which are in excess or delivered in advance of buyer’s delivery schedule. Buyer may return such excess goods at seller’s risk, and all transportation charges, both to and from the original destination, shall be paid by seller. Buyer reserve s the right to change the rate of scheduled shipments (increase or decrease quantity) or direct the temporary suspension of scheduled shipments, neither of which shall be a breach or repudiation of this order, nor entitle seller to a modification of the price for goods or services covered by this order. For orders where quantities and/or delivery schedules are not specified, seller shall deliver goods in such quantities and at such times as buyer may direct in subsequent releases.
(b) Unless otherwise provided for on the face hereof, goods covered by this order shall be delivered to buyer FOB seller’s facility at the address specified on the face hereof, and title to goods covered hereunder shall pass to buyer upon delivery of such goods at buyer’s designated facility. Seller shall be responsible for all risk of loss or damage until such passage of title.
(c) If at any time it appears to seller that any delivery schedule cannot be met, seller shall notify buyer as soon as possible as to the cases thereof, the action being taken to mitigate such cause of non-delivery, when on-schedule will be regained. Seller shall, at its expense, take whatever reasonable action is necessary, with or without buyer’s request, to meet such schedules as set forth herein or to recover to the maximum extent possible any delay in meeting such schedules. Such reasonable action by seller shall include, but not be limited to, expedited shipment.
4. PREMIUM SHIPMENTS
If seller’s acts of omissions result in seller’s failure to meet buyer’s delivery requirements, buyer reserves the right to require a more expeditious method of shipment for the goods than the shipment method originally specified by buyer. In the event buyer exercises this right, shall, at buyer’s option, (a) promptly reimburse buyer the difference in cost between the more expeditious method of shipment and the original method of shipment, (b) allow buyer to reduce its payment of seller’s invoices by such difference, or (c) ship the goods as expeditiously as possible at seller’s expense and invoice buyer for the amount which buyer would have paid for normal shipment.
5. CHANGES
Buyer reserves the right at any time to direct seller to make changes, in any one or more of the following:
(a) Drawings, designs, or specifications
(b) Place of inspection, delivery, or acceptance
(c) Testing or Quality Control
Seller agrees to promptly make such changes and other changes as provided for in article 3 and elsewhere, and avoid unnecessary related costs. Any difference in price or time of the performance resulting from such changes shall be equitably adjusted by buyer after receipt of documentation in such form and detail as buyer may direct. This order may only be changed or modified by a purchase order amendment issued by buyer. Any attempted oral modifications to this order shall not be binding upon buyer. Seller acknowledges and agrees that certain changes in delivery schedule are market depended and are normal and anticipated in the course of business. No adjustment of any kind shall be afforded to seller with respect to changes made necessary by reason of defects or seller’s inability to meet stated specification requirements of any item for which seller would be liable under the terms of this order.
6. INSPECTION AND QUALITY CONTROL
Seller agrees that the buyer shall have the right to enter seller’s facility at reasonable times to inspect the facility, tooling, goods, materials, property of buyer, and other items covered by this order. Buyer’s inspection of the goods, whether during manufacture, prior to delivery or within a reasonable time frame after delivery, shall not constitute acceptance. If any inspection or test is made on the premises of seller or its supplier, seller, without additional charge, shall provide all reasonable facilities and assistance for the safety and convenience of the inspectors in the performance of their duties. All inspections and tests on the premises of seller or its supplier shall be performed in such a manner as not to unduly delay the work relating to this order. Seller shall provide and maintain Quality Control, Inspection, and Process Control systems acceptable to buyer and its customers.
7. NON-CONFORMING GOODS
(a) Buyer may reject and hold at seller’s risk and expense subject to seller’s reasonable disposal instructions, goods which do not conform in applicable specifications, drawings, samples or descriptions or which are defective in material, workmanship, or design or otherwise fail to meet the warranties contained in Section 9. To the extent buyer rejects goods as non-conforming, the quantities of such goods under this order will automatically be reduced by the number of non-conforming items unless buyer notifies seller in writing otherwise. Seller shall not replace quantities so reduced without a new order or schedule from buyer, and buyer is not responsible for payment to seller for rejected non-conforming goods. Moreover, payment by buyer for non-conforming goods shall not constitute an acceptance thereof, limit or impair buyer’s right to assert any legal or equitable remedy, or relieve seller’s responsibility for latent defects.
(b) Without limiting any other rights buyer may have, buyer may, upon rejection and at its option, require seller (1) to repair or replace at seller’s expense any goods or items which fail to meet the requirements of applicable specifications, designs, drawings, samples, descriptions, or other requirements of this order; or (2) to refund the price which may have been paid by buyer for any such goods.
8. FORCE MAJEURE
Any delay or failure of either party to perform its obligations hereunder shall be excused if, and to the extent that is caused by an event or occurrence not reasonably foreseeable and beyond the reasonable control of the party and without its fault or negligence, such as, by way of example and not by way of limitation, acts of God,
actions by any governmental authority (whether valid or invalid), fires, floods, windstorms, explosions, riots, natural disasters, wars, sabotage, labor problems (including lockouts, strikes and slowdowns), inability to obtain power, material, labor, equipment, or transportation, or court injunction or order; provided that written notice of such delay (including the anticipated duration of the delay) shall be given by the affected party or the other party within ten days. During the period of such delay or failure to perform by seller and after prompt notice from seller to buyer of the occurrence of such an event, buyer, at its option, may purchase goods from other sources and reduce its schedules to seller by such quantities, without liability to seller, or have seller provide the goods from other sources in quantities and at times requested by buyer and at the price set forth in this order. If requested by the buyer, seller shall, within ten days of such request, provide adequate assurances that the delay shall not exceed thirty days. If the delay lasts more than thirty days, buyer may immediately cancel this order without liability.
9. WARRANTY
Seller expressly warrants that all goods or services covered by this order will conform to the specifications, drawings, samples, examples, trials, demonstrations, representations, or descriptions furnished to or by buyer, and will be merchantable of good material and workmanship and free from defect. Seller further expressly warrants that it has good title to the goods, raw materials, and parts covered by this order, free and clear of all liens or security interests. Seller expressly warrants that all goods and services provided hereunder shall to violate or infringe any patent, copyright, trademark, or proprietary interest. In addition, seller acknowledges that seller knows of buyer’s intended use and expressly warrants that all goods covered by this order which have been selected, designed, manufactured, or assembled by seller, based upon buyer’s stated use, will be fit and sufficient for the particular purposed intended by the buyer. Seller agrees that warranty period shall be valid one year from shipment of goods and services.
10. TOXIC SUBSTANCES, MSDS, INGREDIENTS DISCLOSURE AND SPECIAL WARNINGS
(a) Seller warrants that each chemical substance delivered under this order shall, at the time of sale, transfer or delivery, be on the list of chemical substances compiled and published by the Administrator of the Environmental Protection Agency pursuant to section 8 (B) of the Toxic Substance Act (Public Law 94-469).
(b) Seller shall submit to Aerodyn Engineering LLC prior to and with each shipment, material safety data sheets prepared in accordance with OSHA hazardous communication standard, 29 CFR 1919.1200.
(c) If requested by buyer, seller shall promptly furnish to buyer in such form and detail as buyer may direct: (1) a list of all ingredients in the goods purchased hereunder; (2) The amount of one or more of the ingredients; and (3) information concerning any changes in or additions to such ingredients. Should seller not have immediate access to this information, seller shall delay shipment until such time as seller has contacted the party that does have the information, and is able to obtain it and furnish it as requested to buyer.
(d) Prior to and with the shipment of the goods purchased hereunder, Seller agrees to furnish to Buyer sufficient warning and notice in writing (including appropriate labels on goods, containers and packing) of any hazardous material which is an ingredient or a part of any of the goods, together with such special handling instructions as may be necessary to advise Carriers, Buyer, and their respective employees of how to exercise that measure of care and precaution which will best prevent bodily injury or property damage in the handling, Transportation, processing, use, or disposal of the goods, containers and packing shipped to Buyer.
(e) Seller shall comply with all laws, orders and regulations pertaining to the use, storage, and disposal of restricted toxic and hazardous materials.
11. OFFSET TRADE
Seller shall inform buyer of foreign content in Supplier component(s), including but not limited to the country of origin and dollar value of material and labor therein. Offset credits generated for all products or services purchased hereunder shall be available solely for utilization by Aerodyn Engineering LLC against any offset obligation resulting from sales made by Aerodyn Engineering LLC to the country where such products or services were purchased. Aerodyn Engineering LLC may also assign such credits generated to an affiliated business entity. Should the buyer, for the sake of realizing a sale of Aerodyn Engineering LLC products, have to accept offset trade obligations with customers or countries, Seller will endeavor to support such activities by undertaking to do its own offset trade, commensurate with the value of the component(s) in relation to the product’s price, for credit against the buyer.
12. CANCELLATION FOR DEFAULT
Buyer reserves the right to cancel this Order, in whole or in part, without liability to Buyer, if Seller (a) refuses or fails to deliver the goods or services or any installment thereof strictly within the time specified herein or any extension thereof granted by Buyer in writing, (b) fails to comply strictly with any provision of or repudiates this Order or so fails to make progress as to endanger performance of this Order in accordance with its terms, or (c) suspends its business or becomes insolvent or subject to any law relating to bankruptcy, insolvency or relief of debtors. If Buyer requests adequate assurance of performance, Seller shall provide same within ten (10) business days.
13. TERMINATION FOR CONVENIENCE
Buyer may terminate this Order, in whole or in part, at any time for any reason by providing notice to Seller in writing. In such event, Seller shall immediately comply with Buyer’s instructions, and to the extent specified therein, stop work and the placement of subcontracts hereunder, and take any and all action necessary to protect property in Seller’s possession, in which Buyer has or may acquire an interest. Within thirty (30) days of receipt by Seller of such notice, Seller shall advise Buyer of the actions taken by Seller to comply with Buyer’s instructions and Seller shall also notify Buyer of Seller’s intent to file a termination claim. In the event Buyer terminates and Seller submits a termination claim, Buyer shall pay to Seller the following: (a) amounts due for supplies delivered and accepted or services completed in accordance herein, and not paid for prior to the effective date of termination, (b) actual work in process costs incurred by Seller if properly allocable or a portion able under generally accepted accounting principles and practices to the terminated portion of the Order, including liabilities to subcontractors which are so allocable, excluding any and all costs of supplies which either can be diverted to other orders of Seller or retained by Seller for its own use or future orders, and exclusive of any costs attributable to Seller’s supplies paid or to be paid for under (a) above, or (c) a reasonable settlement. The total settlement amount paid to Seller shall not exceed the Purchase Order price and, if it appears that the Seller would have sustained a loss on the entire Order had it been completed, an appropriate adjustment shall be made reducing the amount of the claim to reflect the indicated percentage of loss. Within six (6) months after the effective date of the termination and on forms provided by Buyer, Seller shall submit a termination claim to Buyer, with sufficient supporting data to permit Buyer’s audit and verification, and Seller shall thereafter promptly furnish such supplemental and supporting information as Buyer requests. Buyer shall have the right to audit and examine all books, records, facilities, work, material, inventories, and other items relating to any termination claim of Seller. Seller agrees that its failure to submit a termination claim within the six (6) months set forth in this Section shall constitute a complete waiver any termination claim, unless Seller request in writing prior to the expiration of such time period that a time extension for filing its claim be granted by Buyer. Any such requested extensions, if approved, shall be effective only if authorized in writing by Buyer. Should there be an overpayment by Buyer to Seller as determined in accordance with this Section, as the result of a termination, Seller shall promptly reimburse Buyer for all sums overpaid.
14. INTELLECTUAL PROPERTY OWNERSHIP AND PATENT INDEMNITY
Buyer shall have sole ownership of all right, title, and interest in and to trademarks, copyrights, trade secrets, inventions, and all other intellectual property, whether or not patentable, which are produced, created, or developed by Seller as a result of the work and services performed by Seller for Buyer pursuant to this Order. Seller agrees to irrevocably assign the same to Buyer and to cooperate at Buyer’s expense in perfecting of ownership. Seller warrants that all goods and services provided hereunder shall not violate or infringe on any patent, copyright, trademark, or proprietary interest. Notwithstanding, if such intellectual property is deemed to infringe on the rights of others, Seller further agrees (a) to defend, hold harmless and indemnify Buyer, its successors, affiliates, parent company and customers against all claims, demands, proceedings, losses, suits, damages, liability and expenses (including reasonable attorney’s fees) arising out of or based upon any claim for actual or alleged direct or contributory infringement of, or inducement to infringe, any United States or foreign patent, trademark, trade secret, copyright or mask work right by reason of the manufacture, use or sale of the goods or services ordered from Seller, including infringement arising out of compliance with
specifications furnished by Buyer, or for actual or alleged misuse or misappropriation of a trade secret resulting directly or indirectly from Seller’s actions; (b) to waive any claim against Buyer under the Uniform Commercial Code or otherwise, in any way related to any claim described in (a) above; (c) to procure for Buyer the right to continue the use of such goods or services, or replace them with substantially equivalent non-infringing goods or services, or replace them with substantially equivalent non-infringing goods or services or modify the goods or services at Seller’s expense so they no longer infringe should the manufacture, use or sale of the goods or services ordered be made the subject of any such suit or claim as described in (a) above, and (d) to grant to Buyer a worldwide, non-exclusive, royalty-free, irrevocable, paid up license to repair or have repaired the goods ordered hereunder. This section shall survive termination, cancellation or expiration of this Order.
15. TECHNICAL INFORMATION DISCLOSED
By Buyer:
(a) Unless otherwise provided herein or authorized by buyer in writing, seller shall protect as proprietary and keep confidential all proprietary information including, but not limited to, designs, processes, drawings, specifications, reports, data, and other technical or business information and the features of all parts, equipment, tools or fixtures and other items furnished or disclosed to Seller by Buyer. Seller shall use such disclosed proprietary information, documents or items only in the performance of this Order and shall not disclose such to any third party without Buyer’s prior written consent. Upon completion or termination of this Order, Seller shall, at Seller’s expense, make such disposition of all such proprietary information, documents or items as directed by Buyer.
(b) Seller agrees that all proprietary information, as described in (a) above, including all rights to patents, trademarks, copyrights, trade secrets, and other related proprietary information shall be the sole and exclusive property of Buyer.
By Seller:
(a) Notwithstanding any document marking to the contrary, any information which Seller may have disclosed or may hereafter disclose to Buyer incidental to the placing and filling of this Order shall not be deemed to be confidential or proprietary information unless otherwise specifically agreed upon in a written Nondisclosure Agreement between the parties, and accordingly, Buyer shall not be liable for any use or disclosure thereof (other than liability which may result from a claim by Seller for patent infringement by Buyer).
(b) Notwithstanding the terms of Section 14, any designs, items, components, process drawings, specifications, information, data or computer programs which Seller discloses to Buyer in connection with this Order and which Seller has not marked with a limited rights legend, in accordance with the applicable clause in DFARS part 252.227, shall not be considered proprietary to Seller or in any way restrict Buyer’s use of such data.
16. INDEMNIFICATION
In the event Seller, its officers, employees, agents, suppliers or subcontractors at any tier enter Buyer’s premises or utilizes the property of Buyer, whether on or off Buyer’s premises, Seller shall defend, indemnify and hold Buyer, its officers, employees and agents, harmless from and against any claim, suit, loss, and expense (including reasonable attorney fees) or any liability whatsoever for any damage to the property or injuries (including death) to Buyer, its employees or any other person, including Seller’s employees, arising from or as a result of the performance, actions or omissions of Seller, except for claims arising from the sole and exclusive negligence of Buyer. Seller shall take all precautions, special or otherwise, and shall be responsible for compliance with all local, state and federal safety laws in the performance of the work hereunder.
17. INSURANCE
Seller shall indemnify and hold harmless Buyer (Aerodyn Engineering LLC) and Aerodyn Engineering LLC’s customers from and against all losses, liabilities, claims or demands whatsoever (including without limitation, all costs, expenses and attorney fees), arising out of any personal injury (death) or any damage to or loss or destruction of property, in any manner based upon, occasioned by, or attributable or related to performance under this Order whether by Seller, it’s subcontractors, any employee of Seller or it’s sub-contractors, (except where such injury to or death of persons or damage to or loss or destruction of property is due solely to the negligence of , Aerodyn Engineering LLC its officers, agents or employees). Seller shall maintain insurance coverage in amounts not less than the following: (a) Workers’ Compensation-Statutory Limits for the state or states in which this Order is to be performed (or evidence of authority to self-insure): (b) Employer’ s Liability-$250,000: (c) Comprehensive General Liability (including Products/Completed Operations and Blanket Contractual Liability)-$5,000,000 per person, $5,000,000 per occurrence Personal Injury, and $5,000,000 per occurrence Property Damage, or $5,000,000 per occurrence Personal Injury and Property Damage combined single limit; and (d) Automobile Liability (including owned, non-owned and hired vehicles)-$2,000,000 per person, $2,000,000 per occurrence Personal Injury and $2,000,000 per occurrence Property Damage or $2,000,000 per occurrence Personal Injury and Property Damage combined single limit. At Buyer’s request, Seller shall furnish to Buyer certificates of insurance setting forth the amount(s) of coverage, policy number(s) and date(s) of expiration of insurance maintained by Seller. Such certificates will provide that Buyer shall receive thirty (30) days’ prior written notification from the insurer of any termination or reduction in the amount or scope of coverage. Seller’s purchase of appropriate insurance coverage or the furnishing of certificates of insurance shall not release Seller of its obligations or liabilities under this Order. Seller’s insurance coverage shall not be Buyer’s exclusive remedy; instead Buyer shall be entitled to all remedies available to it under equity or the law. In the event of Seller’s breach of this provision, Buyer shall have the right to cancel the undelivered portion of any goods or services covered by this Order and shall not be required to make further payments except for conforming goods delivered or services rendered prior to cancellation.
18. TOOLS
Unless otherwise agreed to by Buyer, Seller at its own expense shall furnish, keep in good condition, and replace when necessary all tools, jigs, dies, gauges, fixtures, molds and patterns (“Tools”) necessary for the production of the goods under this Order. Seller shall insure the Tools with full fire and extended coverage insurance for the replacement value thereof. Seller grants Buyer an irrevocable option to take possession of and title to the Tools that are special for the production of the goods upon payment to Seller of the book value thereof less any amounts which Buyer has previously paid to Seller for the cost of such Tools; provided, however, that this option shall not apply if such Tools are used to produce goods that are the standard stock of Seller or if a substantial quantity of the goods are being sold by Seller to others.
19. BAILED PROPERTY
Unless otherwise agreed in writing, all tools, equipment, parts, materials, drawings, or other documented data of every description furnished to Seller by Buyer or specifically paid for by Buyer, and any replacement thereof, or any materials affixed or attached thereto, shall be and remain the personal property of Buyer or, if Buyer is not the owner, of the owner. Such property, and whenever practical each individual item thereof, shall be plainly marked or otherwise adequately identified by Seller as “Property of Aerodyn Engineering LLC” (or, if Buyer is not the owner, “Property of [the owner]”) and shall be safely stored separate and apart from Seller’s property. Seller shall not substitute any property for the property furnished to Seller by Buyer and shall not use such property except in filling Buyer’s Orders. Such property while in Seller’s custody or control shall be held at Seller’s risk, shall be kept insured by Seller at Seller’s expense in an amount equal to the replacement cost with insurance proceeds payable to Buyer. Such property shall be subject to removal at Buyer’s written request, in which event Seller shall prepare such property for shipment and shall deliver it as directed by Buyer in the same condition as originally received by Seller, reasonable wear and tear excepted, all at Seller’s expense. The foregoing shall not be deemed to affect the rights, if any, of the United States Government in such property. Seller shall indemnify Aerodyn Engineering LLC against any and all liability for damage to property or injury to or death of persons arising from or incidental to the presence or use of Aerodyn Engineering LLC Furnished Property, whether such damage, injury, or death be caused by defects in such property, negligence in the use thereof, strict liability or otherwise.
20. REMEDIES
The rights and remedies reserved to Buyer in this Order shall be cumulative, and additional to all other or further remedies provided in law or equity.
21. DUTY DRAWBACK RIGHTS
This Order includes all related customs duty and import drawback rights, if any, (including rights developed by substitution and rights which may be acquired from Seller’s suppliers) which Seller can transfer to Buyer. Seller agrees to inform Buyer of the existence of any such rights and upon request to supply such documents as may be required to obtain such drawback.
22. SETOFF
In addition to any right of setoff provided by law, all amounts due Seller shall be considered net of indebtedness of Seller to Buyer (Aerodyn Engineering LLC) and its subsidiaries; Aerodyn Engineering LLC may deduct any amounts due or to become due from Seller to Aerodyn Engineering LLC and its subsidiaries from any sums due or to become due from Aerodyn Engineering LLC to Seller.
23. ADVERTISING, PUBLICITY
Seller shall not, without first obtaining the written consent of Buyer, in any manner advertise or publish the fact that Seller has contracted to furnish Buyer the goods or services herein ordered, or use any trademarks or trade names of Buyer, or Buyer’s parent company, in Seller’s advertising or promotional material. In the event of Seller’s breach of this provision, Buyer shall have the right to cancel the undelivered portion of any goods or services covered by this Order and shall not be required to make further payments except for conforming goods delivered prior to cancellation. Seller will not refer to or use the names, trademarks, or products of Aerodyn Engineering LLC or any other Aerodyn Engineering LLC affiliate or parent company in connection with any publicity or promotional activities without prior written permission of Aerodyn Engineering LLC.
24. BUSINESS ETHICS
The Seller shall conduct their respective business affairs in accordance with the highest ethical standards and comply with all laws and regulations applicable to its business. All business dealings shall adhere to the spirit and intent of excellent code of ethics, code of conduct, or similar policies, including without limitation those relating to discrimination against employees, bribery of domestic and foreign public officials, protection of international human rights and environmental responsibility.
25. GOVERNMENT COMPLIANCE
Seller will comply with the Fair Labor Standards Act of June 30, 1938 (USC 201-209) as amended. Seller agrees to comply with all Federal, state and local laws, executive orders, rules, regulations and ordinances which may be applicable to Seller’s performance of its obligations under this Order.
26. EQUAL OPPORTUNITY AND AFFIRMATIVE ACTION
This Order incorporates by reference: (a) all provisions of 41 C.F.R.60-1.4, as amended, pertaining to the equal opportunity clause in government contracts; (b) all provisions of 41 C.F.R.60-250, as amended, pertaining to affirmative action for disabled veterans of the Vietnam Era; and (c) all provisions of 41 C. F. R. 60-741, as amended, pertaining to affirmative action for handicapped workers. Seller certifies that it is in compliance with all applicable provisions of 41 C.F.R.60-1, including but not limited to: (a) developing and presently having in full force and effect a written affirmative action compliance program for each of its establishments as required by 41 C.F.R. 60-1.40, as amended; (b) filing EEO-1 Reports as required by 41 C.F.R. 60-1.7, as amended; and (c) neither maintaining segregated facilities nor permitting its employees to perform services at segregated facilities as prohibited by 41 C.F.R. 60-1.8, as amended, Buyer requests that Seller adopt and implement a policy to extend employment opportunities to qualified applicants and employees on an equal basis regardless of an individual’s age, race, color, sex, religion, national origin, disability, or any other legally protected characteristic.
27. HUMAN TRAFFICKING
Any supplies of Aerodyn Engineering LLC must comply with FAR 52.222-50, 52.222-56, and DFARS 252.222-7007 where a compliance plan to prevent and monitor for any prohibited activities has been put in place within their organization. Any supplier nor any of its agents, subcontractors, or their agents may engage in such activities and/or have identified and remedied any abuses relating to the prohibited activities.
28. NO IMPLIED WAIVER
The failure of either party at any time to require performance by the other party of any provision of this Order shall in no way affect the right to require such performance at any time thereafter, nor shall the waiver of either party of a breach of any provision of this Order constitute a waiver of any succeeding breach of the same or any other provision.
29. NON-ASSIGNMENT
Seller may not assign or delegate its obligations under this Order without Buyer’s prior written consent and any effort to the contrary shall be void.
30. RELATIONSHIP OF PARTIES
Seller and Buyer are independent contracting parties and nothing in this Order shall make either party the agent or legal representative of the other in any purpose whatsoever, nor does it grant either party the authority to assume or to create any obligation on behalf of or in the name of the other.
31. TERM FOR CLAIMS
Seller shall bring any claim against Buyer under this Order within one year of the date the Seller knew or reasonably should have known of the facts giving rise to such claim under this Order.
32. CONSTRUCTION PRESUMPTION
The Section headings in this Order are inserted for convenience only and shall have no effect on the meaning or interpretation of the Order.
33. GOVERNING LAW
This Order is to be construed and governed in accordance with the laws of the State of Indiana, United State of America, excluding its choice of law statutes. Seller consents to the jurisdiction of Indiana courts. Any action arising out of or relating to this Order, or the goods or services furnished hereunder, shall be brought in the State of Indiana. Seller agrees that Indiana is not an inconvenient forum for any action arising from or relating to this Order. The United Nations Convention on the International Sale of Goods does not apply to this Order.
34. SEVERABILITY
If any term of this Order becomes invalid or unenforceable under any statute, regulation, ordinance, executive order or other rule of law, such term shall be deemed reformed or deleted, but only to the extent necessary to comply with such statute, regulation, ordinance, order or rule and all other provisions of this Order shall remain in full force and effect.
35. ENTIRE AGREEMENT
This Order, together with the attachments, exhibits, or supplements specifically referenced in this Order, constitutes the entire agreement between Seller and Buyer with respect to the matters contained herein. This Order may only be modified by a Purchase Order Amendment issued by Buyer or a written agreement entered into between Seller and Buyer.