1. SCOPE : These Purchasing Terms and Conditions (herein “Terms and Conditions”) shall govern the purchase of the goods, deliverables, and/or services specified or referenced on the face of the preceding Purchase Order(the “Goods/Services”) by and between the Trusteed Aerospace and Engineering (TASE) entity identified on the front page of the PO (“Purchaser”) and the supplier of the Services/Goods identified on the front page of the PO (“Seller”). The term “Purchase Order” or “PO” as used herein shall collectively refer to this Purchase Order.
2. ACCEPTANCE : Once Seller has executed the PO, Seller is bound by, and to comply with all these terms and conditions.ANY ATTEMPTED ACKNOWLEDGMENT OF ANY OTHER DOCUMENT CONTAINING TERMS AND CONDITIONS INCONSISTENT WITH OR IN ADDITION TO THE TERMS AND CONDITIONS OF THESETERMS AND CONDITIONS ARE HEREBY OBJECTED TO AND REJECTED BY PURCHASER AND ARE NOT BINDING TO PURCHASER UNLESS SPECIFICALLY ACCEPTED BY PURCHASER IN WRITING; NOR SHALL SUCH ACKNOWLEDGEMENT CONTAINING ADDITIONAL TERMS AND CONDITIONS OPERATE AS A REJECTION OF THIS PURCHASE ORDER.
3. DELIVERY : The Seller shall provide the Services/Goods by the date agreed (“Delivery Date”) and at the premises agreed (the “Site”) on the Purchase Order or as otherwise agreed between the parties; in accordance with Good Industry Practice; in accordance with applicable laws; and in accordance with the terms of these Term and Conditions.
4. PERFORMANCE : IfSeller fails to provide the Services/Goods (or any part thereof) exactly as described in the PO, such failure shall constitute a material breach of the Term and Conditions and, without prejudice to any other rights and remedies of Purchaser, Purchaser shall be (a) entitled to deduct two per cent (2%) of the price agreed in the Purchase Order”) for each week of delay (or part thereof) following the Delivery Date; and (b) upon expiry of a period of fourteen (14) days from and including the Delivery Date, terminate the PO with no liability whatsoever given a written notice to the emails stated in the face of the PO. The Seller agrees that partial delivery and/or performance shall constitute a failure to deliver and/or perform under this PO, unless Purchaser confirms in writing that such partial delivery or performance is acceptable. The Seller agrees that any costs and expenses associated with the provision of the Services/Goods shall be the Sellers's responsibility unless otherwise stated on the Purchase Order.
5. SPECIFICATIONS AND REJECTION : The Seller shall guarantee that all Services/Goodscomply in all respects with the statedspecifications and terms of the PO, international standards and applicable laws. The Seller shall ensure that all Services/Goods be of satisfactory quality and comply with the relevant Purchaser's specification, statement of work or any document with description of Services/Goodsdescribed in this PO. Failure to meet the specified requirement may require the Buyer to demand corrective actions from Seller and Seller shall provide details needed in the defined Correction Action Request.
6. PAYMENT TERMS : Purchaser shall pay Seller within sixty days (60) uponsatisfactory completion or delivery of the Goods/Services, and once Purchaser has received the legal receipt for such Services/Goods.Each invoice shall include, at minimum: Seller’s name and address, Buyer’s purchase order number, Legal Entity Name, a description of services or goods, the total amount billed, and any other information expressly agreed to by the parties in writing. Invoices shall be submitted in a form that fully complies with all applicable laws (e.g. Value Added Tax (VAT), or similar tax laws).
7. TAXES : If Seller is required to pay any value added (VAT) tax or other similar tax based on the Services/Goods provided, Seller shall ensure that if such value-added and/or similar tax is applicable, that it is invoiced to Purchaser in accordance with applicable rules to allow Purchaser to reclaim such value-added and/or similar tax from the appropriate government authority. If Purchaser is required by government regulation to withhold taxes for which Seller is responsible, Purchaser shall deduct withholding tax from payment to Seller and provide to Seller a valid tax receipt in Seller’s name. If Seller is exempt from such withholding taxes as a result of a tax treaty or other regime, Seller shall provide to Purchaser a valid tax treaty residency certificate or other tax exemption certificate at a minimum of thirty (30) days prior to payment being due. Should either party realize that any tax included or omitted as a result of the transactions hereunder was made in error, the parties shall cooperate to resolve such overpayment or underpayment and to further assist in refunding or charging of any mistaken payments.
8. CONFIDENTIALITY : If Seller is required to pay any value added (VAT) tax or other similar tax based on the Services/Goods provided, Seller shall ensure that if such value-added and/or similar tax is applicable, that it is invoiced to Purchaser in accordance with applicable rules to allow Purchaser to reclaim such value-added and/or similar tax from the appropriate government authority. If Purchaser is required by government regulation to withhold taxes for which Seller is responsible, Purchaser shall deduct withholding tax from payment to Seller and provide to Seller a valid tax receipt in Seller’s name. If Seller is exempt from such withholding taxes as a result of a tax treaty or other regime, Seller shall provide to Purchaser a valid tax treaty residency certificate or other tax exemption certificate at a minimum of thirty (30) days prior to payment being due. Should either party realize that any tax included or omitted as a result of the transactions hereunder was made in error, the parties shall cooperate to resolve such overpayment or underpayment and to further assist in refunding or charging of any mistaken payments.
8.1. For purposes hereof, “Confidential Information” will not include any information that the Receiving Party can establish by convincing written evidence (i) was independently developed by the Receiving Party without use of or reference to any Confidential Information belonging to the Disclosing Party; (ii) was acquired by the Receiving Party from a third party having the legal right to furnish same to the Receiving Party; or (c) was at the time in question (whether at disclosure or thereafter) generally known by or available to the public (through no fault of the Receiving Party). Work Product is deemed to be Company’s Confidential Information.
8.2. These confidentiality obligations will not restrict any disclosure required by order of a court or any government agency, provided that the Receiving Party gives prompt notice to the Disclosing Party of any such order and reasonably cooperates with the Disclosing Party at the Disclosing Party’s request and expense to resist such order or to obtain a protective order. In the event that no such protective order or other remedy is obtained, the Disclosing Party will furnish only that portion of the Confidential Information advised by the legal counsel of the Disclosing Party is legally required and will exercise all reasonable efforts to obtain reliable assurance that confidential treatment will be accorded to the Confidential Information.
8.3. Each party agrees that the wrongful disclosure of Confidential Information may cause irreparable injury that is inadequately compensable in monetary damages. Accordingly, either party may seek injunctive relief in any court of competent jurisdiction for the breach or threatened breach of this Section in addition to any other remedies in law or equity.
9. TERMINATION : Purchaser may terminate all or any part of this PO at any time by written notice to Seller through the email referenced in the face of this PO. Upon termination, Seller shall immediately reimburse Purchaser any advanced payment, but Purchasershall pay Seller for Services actually rendered up to the effective date of termination and provided that Purchaser does not terminate this Agreement for breach of Sellers obligations, negligence or willful misconduct. Termination of this PO for any reason shall be without prejudice to the provisions of this termination provision and to any rights of any party which may have accrued by, at or up to the date of such termination.
10. WARRANTIES : Seller represents, warrants, certifies and covenants: (a) that the Services will be performed by qualified individuals in a professional and workmanlike manner conforming to the highest industry standards and practices, and in strict accordance with all applicable laws, regulations, codes and standards of government agencies or authorities having jurisdiction, including all applicable national, state and local environmental, health and safety laws and regulations; (b) that all Goodsand/or services, or any results thereof, will conform to any required specifications as described in the PO; (c) that unless otherwise agreed to by the parties in writing, all development by Seller on behalf of Purchaser shall be in compliance with any development guidelines and best practices and in conformance with release compatibility considerations for other Seller services, whether commercially developed, or developed specifically as a work made on behalf of Seller. If any Services/Goods, or results provided by Seller do not conform to the applicable PO, Seller agrees to re-perform and/or exchange the Services/Goods and reimburse Purchaser for losses, injuries, remedial costs and other direct damages resulting after the delivery of the Service. This warranty shall also apply to any re-performed Services.
11. COMPLIANCE WITH LAWS : Seller represents, warrants, certifies and covenants that: (a) it shall comply with, and perform the services and activities in compliance with, all applicable laws and Seller shall comply with any provisions, representations or agreements, or contractual clauses required thereby to be included or incorporated under such laws by reference or operation of law in this PO; (b) it shall take appropriate actions in accordance with applicable law and internationally recognized good practice to provide a safe and healthy workplace, and to protect the environment from harm arising in connection with the manufacture and supply of the goods or services; (c) that no goods or services supplied under this PO have been or will be produced utilizing forced, indentured or convict labor or utilizing the labor of persons in violation of the minimum working age law in the country of manufacture, or in violation of minimum wage, hour of service, or overtime laws of the country of manufacture; and (d) that it has established an effective program to ensure any suppliers it utilizes to provide any goods or services that will be incorporated into products supplied under this PO will be in conformance with this section of this PO.
12. INDEMNITY : Seller shall indemnify and hold Purchaser harmless from any and all claims, losses, liabilities, damages, costs and expenses including reasonable attorneys’ fees, including without limitation claims of injury or death to persons or damage to property (collectively, “Losses”), which may result from any act or omission arising out of the performance or non-performance of this Purchase Order (including without limitation acts or omissions of Vendor or of its agents, employees or subcontractors), except to the extent that such Losses are due directly to Purchaser’s gross negligence or willful misconduct. Seller shall compromise or defend any such claim, suit or action.
13. EXCLUSION OF DAMAGES, REMEDIES, AND WAIVER : neither party will be liable to the other for indirect, consequential, special, incidental, or punitive damages, even if such damages were foreseeable. the remedies specified in this agreement are cumulative and in addition to any remedies available at law or in equity. waiver of a breach of any provision of this agreement does not constitute a waiver of any other breach of the same provision or any other provision of this agreement.
13.1. notwithstanding anything herein to the contrary, the limitations of liability, exclusive remedies and recoverable damages in this agreement will not apply to claims, losses or damages arising in connection with indemnification obligations, gross negligence, willful misconduct, breach of confidentiality, personal injury, real or tangible personal property damage, or non-compliance with laws or other government requirements. parties’ liability hereunder shall not exceed the total fees contemplated by the particular statement of work attached hereto which gave rise to such liability.
14. DISPUTE RESOLUTION : Prior to the initiation of any action or proceeding under this Agreement to resolve disputes between the Parties, the Parties shall first attempt in good faith to resolve any dispute, controversy or claim arising under, out of or relating to this Agreement including, without limitation, its formation, validity, binding effect, interpretation, performance, breach or termination, as well as non-contractual claims (collectively, a "Dispute"), promptly by negotiation between executives or senior representatives of the Parties with decision-making power or authority to settle such Dispute or controversy. Either Party may initiate negotiation proceedings by writing a notification letter to the other Party setting forth the particulars of the dispute, the terms of the Agreement involved and the suggested resolution of the Dispute.
14.1. In the event the Parties cannot resolve a Dispute via internal escalation, either Party may then pursue non-binding mediation. Either Party may commence mediation through the Judicial Arbitration and Mediation Service, ("JAMS"), by providing to JAMS and the other Party a written request for mediation setting forth the subject of the Dispute in the relief requested. The Parties will cooperate with JAMS and with one another in selecting a mediator from JAMS' panel of neutrals, and in scheduling the mediation, which will be held in Phoenix, Arizona. The Parties agree to participate in the mediation in good faith. Each party will be responsible for its own costs and expenses. All offers, promises, conduct and statements, whether oral or written, made in the course of the mediation by any of the Parties, their agents, employees, experts and attorneys, and by the mediator and any JAMS employees, are considered confidential, privileged and inadmissible for any purpose in any other proceeding involving the Parties, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the mediation.If the parties cannot resolve a Dispute via non-binding mediation, then the Dispute shall be submitted to the applicable courts.
15. INDEPENDENT CONTRACTOR : The status of Seller will be that of independent contractor, and Seller and its employees will not be deemed employees or agents of Purchaser.
16. USE OF NAME AND PUBLICITY : Neither party will use the name, logo, trademark, trade name, or other marks of the other party without such party’s prior written consent.
17. ASSIGNMENT : Seller shall not assign any of its rights (including without limitation the right to any monies due or to become due) or delegate any of its obligations under this Purchase Order without Purchaser’s prior written consent.
18. CHANGES AND MODIFICATIONS : The terms and conditions of this Purchase Order may not be amended, waived or modified, except in a writing signed by both parties.
19. GOVERNING LAW AND NOTICES : This Agreement shall be governed by and construed in accordance with thelaw to the exclusion of conflict of laws rules depending on the jurisdiction for the provision of the Services as specified in the table below. Each party irrevocably submits to the exclusive jurisdiction of thecourts agreed under this section to settle any dispute.Notices to Seller shall be send to the address specified in the front page of the PO, notices to Purchaser shall be send to the applicable address as set forth below.
| Jurisdiction of the Services rendered: | You are contracting with: | Notices should be addressed to: | The governing law is: | The courts having exclusive jurisdiction are |
|---|---|---|---|---|
| United States of America | Trusted Aerospace and Engineering | 17801 N Black Canyon Hwy, Phoenix Arizona 85023 | Arizona | Phoenix, Arizona |
20. ENTIRE AGREEMENT : This Purchase Order and any other documents referenced herein, constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes all other communications, including but not limited to all prior agreements, between the parties with respect to such subject matter.