ACCEPTANCE AND MODIFICATION:

Unless otherwise specifically agreed in writing by C&S Propeller LLC (C&S), this Purchase Order may be accepted only upon the terms and conditions specified herein. This Purchase Order is C&S’s offer to SELLER and acceptance is limited to the Purchase Order and these terms and conditions, without addition, deletion, or other modification. The acceptance of the order by SELLER shall be conclusive evidence of the SELLER’s approval, consent, and agreement to these terms and conditions. No modification of this Purchase Order shall be binding on C&S unless agreed to by C&S in writing. C&S objects to any different or additional terms in SELLER’s acceptance or any other document submitted by SELLER shall not become part of this transaction.

CONFIRMATION OF ORDER:

The SELLER must acknowledge the order and accept C&S’s offer within five (5) business days after SELLER’s receipt thereof.

CHANGES:

C&S may at any time, by written order make changes within the general scope of this Purchase Order, in any one or more of the following (i) drawings, designs or specifications; (ii) method of shipment or packing; (iii) place of inspection, delivery or acceptance: and (iv) reasonable changes in delivery schedules. If any such change causes an increase or decrease in the cost of, or the time required for the performance of any party of the work under this Purchase Order, whether changed or not changed by any such order, SELLER shall inform C&S of this and both parties shall agree to an equitable adjustment in the purchase price or schedule or both. SELLER shall proceed immediately to perform this Purchase Order as changed. If SELLER proceeds with any change without prior authorization of C&S, then C&S may, at its sole discretion, choose to maintain the original price and delivery date set forth in this Purchase Order.

DELIVERY:

Time of delivery is of the essence. SELLER shall deliver the goods to C&S on the delivery date and at the destination stated in the Purchase Order. Shipments must equal the exact amounts identified in the Purchase Order and no partial shipments, changes or substitutions in specifications may be made without C&S’s prior written consent. Seller will immediately notify C&S in writing of any event that may affect the quality or delivery of the goods and the writing shall state the reason for the delay and provide a new delivery schedule, which shall be subject to written acceptance by C&S. In case of delay in delivery, C&S may at its convenience terminate or suspend all or any portion of this Purchase Order that has not been shipped as of the date of such termination or suspension. If C&S terminates this Purchase Order because of SELLER’s delay in delivery, C&S may, without prejudice to C&S’s other rights or limiting C&S’s other remedies, purchase goods in substitution for those goods not properly delivered by SELLER  and recover from the SELLER the difference between the contracted price under this Purchase Order and the price actually paid by C&S for the substitute goods, together with any incidental or consequential damages suffered by C&S as a result of SELLER’s delay.

CANCELLATIONS:

C&S may at its option cancel any unshipped goods. If this Purchase Order covers any standard stock merchandise, C&S’s obligation shall be only to pay for goods shipped prior to cancellation. If this Purchase Order covers goods made to C&S’s specifications or prepared by the SELLER only for C&S, upon receipt of notice of cancellation, SELLER shall cease manufacture, supply or work in accordance with and to the extent specified in the notice and shall immediately do everything possible to mitigate any cost incurred by SELLER as a result of C&S’s cancellation.  In such cases, if SELLER is not in default, C&S shall pay the reasonable costs incurred by SELLER in fulfilling this Purchase Order prior to date of cancellation. The SELLER will not be entitled to payment for any unperformed work or services or for anticipated revenues or lost profits. Upon such payments, title any material, goods or merchandise already manufactured or partly completed shall pass to C&S. IN NO EVENT SHALL C&S BE LIABLE FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING FROM OR RELATING TO THIS PURCHASE ORDER, EVEN IF C&S HAS BEEN ADVISED OF THE POSSIBILTY OF SUCH DAMAGES. Any such cancellation shall not constitute a waiver of any other right or remedy C&S may have at law or in equity.

QUALITY:

SELLER shall maintain a quality management system which is acceptable and appropriate for the goods supplied hereunder and shall comply with general industry standards. Goods supplied shall meet the requirement in the applicable technical specifications and documentations (drawings, specifications, standards, etc.)  It shall be the sole responsibility of SELLER to monitor that the technical specifications regarding materials, methods, form, fitness, and function are observed, whether the items have been manufactured by SELLER or by any of SELLER’s subcontractors. If no specific requirements are stated, good industry and craftsman-like practice shall be observed. SELLER shall notify the organization of changes in product and/or process, changes of suppliers, changes of manufacturing facility location and, where required obtain organization approval, and flow down to the supply chain the applicable requirements including customer requirements. If, for any reason, the SELLER gets removed from the AMPL Approved Vendor List, then they will have to go through the initial process of approval again.

RETENTION OF RECORDS:

Unless a longer period is specified in this Contract or by law or regulation, SELLER shall retain all records related to this Contract for five (5) years from the date of final payment received by SELLER. Records related to this Contract include, but are not limited to, financial, proposal, procurement, specifications, production, inspection, test, quality, shipping and export, and certification records. At no additional cost, SELLER shall timely provide access to such records to C&S Propeller LLC upon request or agree to forward say records to C&S Propeller.

FACILITY ACCESS:

Regardless of Buyer’s or Buyer’s Customer Point of Acceptance of this PO or whether Buyer’s Customer has issued a delegation for this PO, Seller shall provide or obtain for Buyer, Buyer’s customers, any applicable regulatory or NSTB agency personnel access to all facilities where work is being performed or is scheduled to be performed (including those facilities of Seller’s subcontractors) in order to perform Item inspections, surveys or system/process surveillance as part of verification of conformance to the requirements of this PO. Seller’s denial of any such access may result in inactivation of Seller’s approval. Seller shall include the provisions of this facility access requirement in its POs with its subcontractors, for this PO. Seller shall provide the following at no increase in price, cost, or fee to Buyer, Buyer’s customers or regulatory agencies: suitable facilities at Seller and Seller’s subcontractors’ manufacturing locations for Buyer, Buyer’s Supplier Quality Engineer, Buyer’s customer, and regulatory agency representatives to perform item inspections, surveys, or system/process surveillance.

CODE OF CONDUCT:

Buyer is committed to conduct its business fairly, impartially, and in a safe, ethical, and proper manner. Buyer’s expectation is that the Seller also will conduct its business fairly, impartially, and in an ethical and proper manner. Buyer’s further expectation is that Seller will have (or will develop) and adhere to a code of ethical standards. Seller ethical standards shall include but not limited to their contribution to product or service conformity, to product safety and the importance of ethical behavior.

MAINTENANCE AND PREVENTIVE MAINTENANCE PERSONNEL DUTY TIME LIMITATIONS:

Within the United States, each certificate holder (or person performing maintenance or preventive maintenance functions for it) shall relieve each person performing maintenance or preventive maintenance from duty for a period of at least 24 consecutive hours during any seven consecutive days, or the equivalent thereof within any once calendar month. Personnel duty time limitations shall follow 14 CFR part 121.377.

WARRANTIES- GUARANTIES:

SELLER warrants that goods delivered pursuant to this Purchase Order shall be free from defects in design, material, workmanship, and title; shall conform in all respects to the terms of this Purchase Order; and shall be fit and suitable and perform satisfactorily for the purposes and under the conditions made known by C&S or to be inferred. This representation is in addition to any warranty or service guarantee offered by SELLER, or implied or provided by law. SELLER acknowledges and agrees that all representations and warranties of SELLER hereunder, and all express and implied warranties with respect to the goods, are also for the benefit and extend to any customers of C&S who acquire any interest in or otherwise utilize the goods, or any portion thereof, and that such customers shall be entitled to exercise any rights of C&S and to make any claims and return any goods directly to SELLER pursuant to the terms of this Purchase Order. SELLER hereby assigns to C&S all assignable warranty rights with respect to the goods, including without limitation all rights of SELLER under warranties of any manufacturer or any of the goods or any part or component thereof.

COUNTERFEIT GOODS:

Seller warrants to Buyer, Buyer’s successors, assigns, customer, and users of Goods sold by Buyer that all Goods provided hereunder shall not be Counterfeit. “Counterfeit’ shall mean a Good, or a part within a Good (collectively in the Article “item(s)”), that is a copy or substitute without legal right or authority to do so, or one whose material, performance, or characteristics are knowingly misrepresented by Seller. Counterfeit Goods include, but are not limited to Items which:(i) do not contain the proper internal construction consistent with the ordered Items; (ii) have been used, refurbished, or reclaimed, but represented as new; (iii) have a different package style or surface/plating than the ordered Items; (iv) have not successfully completed the original manufacturer’s full production and test processes, but have been represented as completed; or  (v) are sold with modified labeling or markings intended to misrepresent the form ,fit, function, or grade of the Item. Seller shall immediately quarantine goods and notify Buyer if Seller becomes aware or suspects that it has furnished Counterfeit Items. When requested by Buyer, Seller shall provide Original Equipment Manufacturer documentation that authenticates traceability of the affected Goods to the applicable OEM. If Goods delivered under this Order constitute or include Counterfeit Goods, Seller shall, at its expense, promptly replace such Counterfeit Goods with genuine Goods conforming to the requirements of this Order. Notwithstanding any other provision in this Order, Seller shall be liable for all costs relating to the removal and replacement of Counterfeit Goods, including without limitation Seller’s cost of removing Counterfeit Goods, of reinserting replacement Goods, and of any testing necessitated by the reinstallation of Goods after counterfeit Goods have been exchanged. The remedies contained in this paragraph are in addition to any remedies Buyer may have at law, equity, or other provisions under this Order. Seller shall include the provisions of the paragraph or equivalent provisions in lower tier subcontracts for the delivery of Goods that will be included in or furnished as Goods to Buyer.

CERTIFICATION OF CONFORMANCE:

All goods must conform to the Original Equipment Manufacturers (OEMs) specifications and tests issued for such goods. The Certification of Conformance of said goods must accompany the goods from SELLER’s facility, including a statement of the condition of the item, back up data on file for inspections and signed by an authorized representative of the SELLER. C&S Propeller LLC reserves the right to be supplied with and /or audit such certification on all new items purchased.

INSPECTION – NONCONFORMANCE:

C&S shall have the right to inspect and test the goods at any time during manufacture and prior to shipment, and to make final inspection within a reasonable time after arrival at the ultimate destination. The making or failure to make any inspection of, payment for, or acceptance of goods, shall in no way impair C&S’s right to reject nonconforming goods or to avail itself of any other remedies to which C&S may be entitled, notwithstanding C&S’s knowledge of the nonconformity, its substantiality, or the ease of it discover. C&S may reject any goods, which are defective, unsatisfactory, of inferior quality or workmanship, or fail to meet the specifications of this Purchase Order. Such goods, unless used by C&S, remain the property of SELLER, and may be returned at SELLER’s risk and expense or held for SELLER’s disposition. SELLER shall be responsible for all handling costs incurred. If any of the goods do not perform per specifications, SELLER shall make all necessary corrections at SELLER’s cost and in a timely manner to meet the specification requirements. C&S shall, at its sole option, either give SELLER a reasonable time to correct the nonconformance or cancel the order as to such goods and retain rights with respect to cover as provided by law. SELLER shall notify BUYER of Nonconforming product, obtain organization approval for nonconforming product disposition.

PACKAGING:

Unless otherwise specified, all packing and packaging of goods shall comply with best commercial practice to prevent damage or deterioration, secure lowest transportation rates, and comply with applicable tariffs. Furthermore, all goods must be packed in accordance with manufacturer’s specifications. All shipments to C&S must be visually identified with the Purchase Order number on the exterior of package/box so that packages/boxes do not have to be opened to verify the order. Unidentified shipments may be refused and returned to sender. All hazardous materials/dangerous goods shipped to or on behalf of C&S, must be packaged, labeled, and shipped according to and in compliance with the International Air Transport Association (IATA) and Federal Aviation Administration (FAA) regulations, as well as all other applicable laws and regulations. UN number required with hazardous materials as per IATA and FAA regulations. MATERIAL SAFETY DATA SHEET (M.S.D.S): If an M.S.D.S is required for the goods or material to be shipped, the SELLER shall include one copy of the M.S.D.S., and it shall be identifiable and provided with each shipment of the goods furnished under this Purchase Order. Shelf-life information must be included with shipment for all applicable goods or products.

TRANSPORTATION:

Unless otherwise stipulated on Purchase Order, goods shall be shipped FOB Destination”. SELLER’s risk of loss and title of said goods to pass to C&S only upon delivery to C&S’s specified end destination. Transportation charges on goods delivered FOB Destination must be prepaid. No charges for unauthorized transportation will be allowed. Extra charges resulting from noncompliance with this will be deducted from invoice.

PRICES AND PAYMENT:

All prices are stated in U.S. Dollars and are guaranteed for the duration of the Purchase Order. The SELLER will absorb any price increases. Unless otherwise provided in this Purchase Order prices include all charges for packaging, preparation for shipping, duties (if any), transportation to the FOB shipping point, taxes, freight charges, handling fees and other charges if any kind with respect to the sale of goods covered by this Purchase Order. Payment will be made in accordance with the applicable provisions of this Purchase Order. Unless otherwise indicated in the Purchase Order, C&S will pay the purchase price upon delivery of the goods and proper invoicing. Delay in receiving invoices, any documents specified in this Purchase Order, or any other documents, will be considered just cause for C&S to withhold payment and will not affect any of C&S’s discounts or other privileges.

OWNERSHIP OF DESIGN AND TOOLS:

Unless otherwise agreed in writing, all drawings, designs, prototypes, specifications, tools, special dies, molds, patterns, jigs and any other property furnished to the SELLER by C&S or specifically paid for by C&S for use in the performance of this Purchase Order shall be and remain the property of C&S and shall be subject to removal at any time upon C&S’s demand.  Said property shall be used only in filling orders for C&S, shall be maintained in good order and condition and shall be clear1y identified as the property of C&S. The SELLER assumes all liability for loss or damage to such property.

TECHNICAL DOCUMENTS:

All written information obtained by the SELLER from C&S in compliance with this Purchase Order including, but not limited to, any design, processes, specifications, drawings, blueprints, data, software programs and other technical and proprietary information, shall remain the property of C&S and shall be used by the SELLER only to the extent necessary for performance of this Purchase Order and shall not be disclosed to any third parties without prior written consent of the C&S.  Unless otherwise agreed in writing, at completion or termination of this Purchase Order, SELLER shall return all such information and goods to C&S or make such other disposition thereof as may be directed or approved by C&S.

INDEMNITY:

SELLER shall indemnify, defend and hold harmless C&S and its officers, agents, employees, successors and assigns from all claims, proceedings, liabilities and expenses (including reasonable attorneys’ fees) suffered or incurred by any of them as a result of (i) defective or nonconforming goods furnished by SELLER; (ii) actual or alleged infringement or violation of any patent, copyright or trade secret; (iii) breach of warranty or any related theory of liability; (iv) violation or alleged violation of any applicable law; or (v) any other breach of this Purchase Order by SELLER. This indemnity shall survive the expiration, cancellation, or fulfillment of this Purchase Order.

FORCE MAJEURE:

C&S reserves the right to cancel all or any part of this Purchase Order that has not actually been shipped by SELLER in the event C&S’s business is interrupted because of strikes, labor disputes, lockout, riot, fire, act of God or public enemy, or any other cause, whether like or unlike the foregoing, if beyond the reasonable efforts of C&S to control.

ASSIGNMENT:

SELLER shall not assign, sell, or subcontract this Purchase Order, or any part thereof, or any rights or obligations hereunder without C&S’s prior written consent. Any assignment by SELLER of this Purchase Order or any of the rights hereunder or hypothecation thereof in any manner in whole or in part, by operation of law or otherwise, without prior written consent shall be void.

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 ordered by BUYER or use any trademarks or trade names of BUYER in SELLER’s advertising, recruiting, or promotional materials.

APPLICABLE LAW AND DISPUTES:

Any dispute arising under or related to this Purchase Order shall be governed by the law of the state of Washington. SELLER shall abide with the Arms Export Control Act and the Export Administration Act, and their regulations, always under this Purchase Order.

ITAR COMPLIANCE:

Seller and Buyer specifically acknowledge that this agreement is conditioned upon the ability of the Seller and Buyer to conform to the laws and regulations of the U.S. government and its various cognizant departments regarding the use of any information or technical data which is required for the design development, production, manufacture, assembly, operation, repair, testing, maintenance or modification of defense articles. This includes information in the form of blueprints, drawings, photographs, plans, instructions, and documentation. Any technical data or defense service exported from the United States in furtherance of this Agreement and any defense article which may be produced or manufactured from such technical data or defense service may not be transferred to a person in a third country or to a national of a third country except as specifically authorized in this Agreement unless the prior written approval from the U.S. Department of State has been obtained, and this obligation will remain binding and in effect after   termination of this Agreement.

DEBARMENT OF SELLER:

If SELLER (or any of its subcontractors) is debarred by the U. S. Government from participating in transactions, which involve the export of goods (whether commercial or military), C&S has the immediately available option of canceling this Purchase Order without liability of any kind to SELLER. If SELLER (or any of its subcontractors} is debarred by the U. S. Government from selling goods whether directly to the government or from providing goods as a subcontractor in fulfillment of requirements originating with the U.S. Government, C&S has the immediately available option of canceling this Purchase Order without liability of any kind to SELLER. If C&S only becomes aware of such status of SELLER (or any of its subcontractors} after receipt of the ordered goods, C&S may return such goods to SELLER and SELLER shall immediately refund all amounts paid by C&S, if any, for such goods. It is SELLER’s responsibility to determine if its subcontractors meet the requirements of this paragraph.

ORDER OF PRECEDENCE:

If there are any inconsistencies or conflicts regarding the terms, specifications, or standards applicable to the Order, precedence shall be given in the following order, (i) the requirements on the face sheet of the Order including quality, price, specifications, shipping, drawings, statement of work, and specific modifications to these terms and conditions; (ii) the terms of any other agreement specifically referenced and incorporated into the Order (by way of example and not limitation, a memorandum of agreement, long-term agreement, master terms agreement, Product Support Agreement, etc.); and (iii) these terms and conditions, including appendices, exhibits and I or attachments hereto.

THESE TERMS AND CONDITIONS CONSTITUTE THE STANDARD TERMS AND CONDITIONS OF PURCHSE FOR C&S PROPELLER LLC AND ARE INCORPORATED IN THEIR UNMODIFIED ENTIRETY BY REFERENCE INTO ALL C&S PROPELLER ORDERS ISSUED TO SELLER UNLESS OTHERWISE SPECIFIED THEREON.   ANY MODIFICATION OF THESE TERMS AND CONDITIONS SHALL REQUIRE THE SIGNATURE OF AN AUTHORIZED REPRESENTATIVE OF EACH PARTY.

 

Rev	Date	Section	Paragraph	Summary of change	Authorized by
0	13 Mar 18	ALL	ALL	Initial issue	N. Melton
1	13 Apr 22	QUALITY	QUALITY	Vendor reestablishment	D. Bowerman