FLIGHTLINE SYSTEMS
7625 Omnitech Place
Victor, New York 14564-9795 USA
Tel: 1 585 924 4000
Fax: 1 585 924 5732
GENERAL TERMS & CONDITIONS
1. ENTIRE AGREEMENT – This Order is Ultra Electronics Flightline Systems’ (hereafter Ultra) offer to Seller. Acceptance shall recognized either by written acknowledgement or by commencement of performance, and it shall constitute a binding contract between the Parties subject to the terms and conditions hereof and shall constitute the entire Agreement between the Parties and shall supersede all communications, negotiations, and arrangements whether oral or written made prior to the date of this Order. No changes to this Order shall be valid unless approved in writing by Ultra.
2. RESPONSIBILITY FOR PROPERTY - (a) The Seller shall be responsible for loss of or damage to property of Ultra caused by the negligence or wrongful acts or omissions of Seller, its representatives, agents or employees. Seller shall include nothing in its prices for direct damage insurance on property of Ultra as Ultra for its sole benefit insures such property; (b) Seller shall be liable for any loss or destruction of or damage to Government property furnished to it by the Government or Ultra and shall be responsible for returning any such property in as good condition as when received, except for reasonable wear and tear of for the utilization of it in accordance with the provisions of this Order.
3. DELIVERY – (a) Except as herein otherwise specified, delivery shall be strictly in accordance with the delivery schedule set out or referred to in that order. If Seller’s deliveries fail to meet said schedule with the result that Ultra elects in lieu of termination for default to call upon Seller for express shipments. Seller shall be responsible for the express rates, items shipped to Ultra in advance of schedule without written approval of Ultra may be returned to Seller at Seller’s risk and expense. (b) Title and risk of loss to items covered by this Order shall pass from Seller to Ultra upon delivery. Delivery point shall be FCA Seller’s Facility. (INCO Terms 2010). Passing of title upon such delivery shall not constitute acceptance of the items by Buyer. (c) The Seller may be required to ship supplies to a United States destination other than Ultra and the Seller agrees to pay freight or other transportation costs incurred by shipment.
4. PACKING – All shipments shall at no cost to Ultra be properly and securely packed, wrapped, crated or otherwise prepared for shipment in a manner satisfactory to Ultra, and in accordance with the requirements of any carrier and generally in a manner which will secure the lowest transportation and insurance terms.
5. INSPECTION AND ACCEPTANCE OF ITEMS – All items ordered are subject to final inspection and acceptance at destination by Ultra, notwithstanding prior payments or inspection at source, if being expressly agreed that payment shall not constitute final acceptance Ultra without limitation to its other rights under this Order, may reject any item which contains defective material or workmanship or does not conform to specifications, blueprints, samples, or is not as ordered. Rejected items may be returned at Seller’s risk and expense at the full invoice price plus incoming transportation charge, if any, and no replacement of defective items shall be made unless specified in writing by Ultra. Seller shall provide a complete inspection system, satisfactory to Ultra, covering the inspection of all materials, fabricating methods, jigs, fixtures, dies and unfinished articles. Ultra shall have the right to inspect Seller’s plant or facility as all reasonable times during performance of this Order. Acceptance of any items shall not be deemed to alter or affect obligations of Seller or the rights of Ultra under Clause 9 thereof entitled Guarantees and Warranties.
6. COUNTERFEIT WORK – (a) For the purposes of the clause, work consists of those parts delivered under this Purchase Order that are the lowest level of separately identifiable items (e.g. articles, components, goods and assemblies). “Counterfeit Work” means work that is or contains items misrepresented as having been designed and/or produced under an approved system or other acceptable methods. The term also includes approved work that has reached a design life limit or has been damaged beyond possible repair, but is altered and misrepresented as acceptable. (b) Seller shall not deliver Counterfeit Work to Ultra under this Purchase Order. (c) Seller shall only purchase products to be delivered or incorporated as work to Ultra directly from the Original Component Manufacturer (OCM)/Original Equipment Manufacturer (OEM), or through an OCM/OEM authorized distributor chain. Work shall not be acquired from independent distributors or brokers unless approved in advance in writing by Ultra. (d) Seller shall immediately notify Ultra with the pertinent facts if Seller becomes aware or suspects that it has furnished Counterfeit Work. When requested by Ultra, Seller shall provide OCM/OEM documentation that authenticates traceability of the affected items to the applicable OCM/OEM. (e) This clause applies in addition to any quality provision, specification, statement of work or other provision included in the Purchase Order addressing the authenticity of work. To the extent such provisions conflict with this clause, this clause prevails. (f ) In the event that work delivered under this Purchase Order constitutes or includes Counterfeit Work, Seller shall, at its expense, promptly replace such Counterfeit Work with genuine work conforming to the requirements of the Purchase Order. Notwithstanding any other provision in this Purchase Order, Seller shall be liable for all costs relating to the removal and replacement of Counterfeit Work, including without limitation Ultra’s costs of removing Counterfeit Work, of installing replacement work and of any testing necessitated by the reinstallation of work after Counterfeit Work has been exchanged. The remedies contained in this paragraph are in addition to any remedies Ultra may have at law, equity or under other provisions of this Purchase Order. (g) Seller shall include paragraphs (a) through (e) and this paragraph (g) of this clause or equivalent provisions in lower tier Purchase Orders for the delivery of items that will be included in or furnished as work to Ultra.
7. CONFLICT MINERALS – Seller agrees that no conflict minerals as defined by Section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act and supplied by Seller hereunder originated in the Democratic Republic of the Congo or any adjoining country.
8. LIMITATIONS ON QUANTITIES AND FABRICATION – Ultra will not accept nor assume any responsibility for materials, quantities, or units fabricated in excess of amounts than necessary to meet the authorized releases set forth on the Purchase Order. Additionally, product that is produced to a Flightline design authority specification, drawing, etc. shall not be produced or sold under any circumstances other than those described in the Purchase Order. Any unnecessary overrun parts shall be scrapped.
9. INVOICES – Invoice at time of shipment and render separate invoices for each and every shipment. Email invoice(s) to: . Freight and other charges must be shown if discount is not to be taken of full amount of invoice. Seller must show the method of transportation and whether the articles are sent prepaid or collect.
10. INSURANCE – Seller agrees to process a policy or policies of insurance in form satisfactory to Ultra insuring all property on Seller’s premises owned by Ultra against loss or damage resulting from fire (excluding extended coverage), malicious mischief and vandalism. Satisfactory evidence of procurement of such insurance shall be submitted to Ultra within a reasonable period of time after acceptance of this Order.
11. GUARANTEES AND WARRANTIES - (a) Seller hereby expressly warrants for the period of twelve months (12), unless specified otherwise in the purchase order, after acceptance that all material or services covered by this Order shall conform in every aspect of specifications, drawings, samples, and any other description furnished or adopted by Ultra, and shall be of best quality and fit and sufficient for the purpose intended, merchantable, and free of defects of materials and workmanship. Ultra’s failure to give notice to Seller of any breach of any warranty shall not discharge Seller’s liability for such breach. Without limiting the generality of the foregoings, Seller hereby agrees to be responsible for all defects in design, workmanship, and materials. Without limitations of any rights which Ultra may have at law by reason of any breach of warranty, goods, or materials which are not as warranted may, at the option of Ultra be returned at Seller’s expense for either credit or replacement. (b) Warranties shall run to Ultra, its successors and assigns shall survive design and test approvals, inspection, acceptance, and payment.
12. CHANGES – Ultra may at any time by written notice make changes in drawings, designs, and specifications, shipping instructions, quantities, and delivery schedules. Should any such change increase or decrease the cost of the time required for performance of this Order, an equitable adjustment in the price and/or delivery schedule will be made. Any claims for adjustment by Seller must be made within thirty days (30) from the date the change is ordered or within such addition period of time as may have been approved by Ultra. Nothing in this clause shall excuse the seller from proceeding with the order as changed.
13. DEFAULT – Ultra may terminate this contract in whole or in part for default if (a) The Seller fails to make delivery of the supplies or perform the services within the time specified herein or (b) The Seller fails to perform any other material provision of this contract or fails to make progress so as to endanger the performance and does not cure such failure within a period of ten (10) days after the receipt of notice from Ultra specifying such failure. In the event Ultra terminates this contract for default, any excess re-procurement costs and any and all other damages incurred by Ultra as a consequence of such default shall be the Seller’s responsibility.
14. TERMINATION – The Subcontract termination clause set forth in Section 49 503 (EX1) of the Federal Acquisition Regulations (FAR) as in effect on the date of this Order is hereby incorporated by reference herein and made a part hereof, except that if this Order is not issued by Buyer under a Government contract, the word “Government” and the immediately preceding words “and the”, “or the”, or “by the”, wherever appearing in said clause are deleted. The words “this contract” and the “the contract” as used instead subcontract termination clause shall be deemed to refer to this Order. The provisions of this clause shall not limit or affect the rights or remedies of Ultra; stated in other provisions of this Order or provided by law in the event of default or breach by Seller.
15. RIGHTS IN DATA (Reports, Drawings, Specifications, Schematics, and other Documentation) – The DFARS Provision 252.227.7013 – RIGHTS IN TECHNICAL DATA – NONCOMMERCIAL ITEMS ( FEB 2014 ) shall govern intellectual property for this agreement.
16. EXPORT CONTROLLED ITEMS – The Seller shall not export or transfer, directly or indirectly, any technical data, drawings, including low level components acquired from Ultra pursuant to this Purchase Order or any product utilizing such data without first obtaining the approval of Ultra. The information that the Seller may wish to transfer may be subject to the provisions of the Export Administration Act of 1979 (50 USC 2401 et seq.), the Export Administration Regulations promulgated thereunder (15 CFR 768-799) or U.S. Arms Export Control Act (22 USC 2778 et seq.) and the International Traffic in Arms Regulations (22 CFR 120-128 and 130).
17. PATENTS – Seller guarantees that the sale or use of its products will not infringe any United States of foreign patents or trademark by reason of the use or sale of any supplies furnished hereunder.
18. SPECIALTY EQUIPMENT - Special dies, tools, and patterns furnished, owned or purchased by Ultra used in the manufacture of the articles contracted herein, which are the property of Ultra, shall be kept in good condition and from time to time replaced by the Seller without expense to Ultra except for the actual cost of the dies. No dies, tools, patterns, or drawings supplied to the Seller or used in the manufacture of the articles contracted for herein shall be used in the production, manufacture or design of any other articles, nor for the manufacture or production of larger quantities than those specified except with the express consent in writing of Ultra. At the termination of this contract, the dies shall be disposed of as directed by Ultra. All such dies, tools, and patterns shall be appropriately marked so as to indicate the ownership of Ultra.
19. NOT TRANSFERABLE – This contract shall not, nor shall any interest herein be transferred or assigned by the Seller without the consent in writing of Ultra.
20. INTERPRETATION – The contract resulting from the acceptance of this Purchase Order is to be construed in accordance with the laws of the State of New York. All rights and remedies of the parties under this contract shall be cumulative and in addition to all other legal rights and remedies of the parties.