VENDOR TERMS & CONDITIONS
CIRRUS ENTERPRISES, LLC dba E.V. ROBERTS PURCHASE ORDER TERMS AND CONDITIONS
Updated May 17, 2019
By accepting this Purchase Order, the Vendor accepts the Terms and Conditions included herein unless the Vendor notifies Cirrus Enterprises, LLC dba EV Roberts (“Cirrus”) of the Vendor’s objections.
1. ACKNOWLEDGMENT AND ACCEPTANCE OF ORDER: This Order constitutes an offer from the Buyer that is expressly limited to the Terms and Conditions contained herein. The Terms and Conditions of this Order are those that apply to the purchase of materials, items, products, components or services. All attachments, technical specifications, drawings, notes, instructions, or information referenced in the Order are incorporated herein by reference.
2. CHANGES/AMENDMENTS: The Buyer shall have the right at any time, by written notice in the form of a Change Order to the Vendor, to make any changes it deems necessary, including, but not limited to, changes in specifications, design, delivery, testing methods, packing or destination. If any such required changes cause an increase or decrease in the cost of or the time required for performance, an equitable adjustment shall be made in the contract price or delivery schedule, or both. Any claim by the Vendor for adjustment under this clause shall be deemed waived unless asserted in writing within three (3) days from receipt by the Vendor of notice of the change. Price increases, extensions of time for delivery and change in quantity shall not be binding on the Buyer unless evidenced by a form of Change Order issued and signed by the Buyer.
3. DELIVERY: If any Material is not delivered by the date specified herein, the Buyer reserves the right, without liability, to cancel this Order as to any Material not yet shipped or tendered, and to purchase substitute Material and to charge the Vendor for any loss incurred. Oral cancellation notices, made by the Buyer or the Vendor, are effective when made, but must be confirmed in writing. Any provisions herein for delivery by installment shall not be construed as making the obligations of the Vendor severable. The Buyer shall have the right to refuse deliveries made more than one week in advance of any delivery schedule appearing in this Order unless arrangements for such early delivery have been confirmed with the receiving party. The Vendor shall notify the Buyer in writing promptly of any delays (however caused) by reason of strikes, labor disputes, riot, war, fire or other causes beyond the Vendor’s reasonable control which delays or threatens to delay the timely performance of this Order.
4. TITLE AND RISK OF LOSS: Terms of shipping are F.O.B. the Buyer’s delivery location unless otherwise noted within the terms of this Order.
5. PRICE/TAXES: Prices stated on the Order hereof are firm and shall remain firm until deliveries have been completed unless otherwise expressly agreed to in writing by both parties. The Vendor agrees that any price reduction made with respect to Material covered by this Order subsequent to placement will be applied to this Order. All prices specified herein include all charges for, but not limited to, inspection, and packaging. Prices set forth are exclusive of applicable sales, use, excise, value-added or similar taxes. The Buyer is exempt from the California Sales and Use Tax Law (exemption number SRAS97-142631). The Buyer will furnish the Vendor with a tax exemption certificate upon request.
6. WARRANTIES: The Vendor warrants that any Material supplied hereunder shall conform to the generally recognized manufacturing and safety standards of the Vendor’s industry in the United States, the vendor shall meet or exceed the Vendor’s specifications on performance as detailed in the Vendor’s brochures, sales literature, and other specifications as may be available to the Buyer, and the vendor shall ensure appropriate persons are aware of their contribution to product/service conformity, product safety, and importance of ethical behavior. In addition to any other express or implied warranties, the Vendor warrants that the Material furnished pursuant to this Order will be: (a) free from defects in title, workmanship, and material; (b) free from defects in design except to the extent that such items comply with detailed designs provided by the Buyer; (c) of merchantable quality and suitable for the purposes, if any, which are stated on this Order. If any material covered by this Order is found not to be as warranted, the Buyer may, by written notice to the Vendor: (a) rescind this Order as to such non-conforming Material; (b) accept such Material at an equitable reduction in price; (c) reject such non-conforming Material and require the delivery of suitable replacements.
The Vendor shall provide written notification to E.V. Roberts within one (1) business day when a nonconformance is determined to exist or is suspected to exist, on a product already delivered to E.V. Roberts. The written notification shall contain at a minimum the following information: affected process or product number and the name of the product; description of the problem (e.g., what it is and what it should be); quantity and dates delivered; and suspected/affected lot number(s) when applicable.
If the Vendor fails to deliver suitable replacements promptly, the Buyer, with notice of five business days, may replace or correct such Material and charge the Vendor the additional cost occasioned the Buyer thereby, or terminate this Order for default. Any items corrected or furnished in replacement are subject to all the provisions of this article entitled WARRANTIES to the same extent as items initially furnished or originally ordered. Cost of replacement, rework, inspection, repackaging, and transportation of such corrected Material shall be at the Vendor’s expense. This warranty provision shall survive any inspection, delivery, acceptance, payment, expiration or earlier termination of this Order and such warranties shall run to the Buyer, its successors, assigns, employees and users of the Material. Nothing herein, however, shall limit the Buyer’s rights in law or equity for damages resulting from delivery of defective goods or damage caused during the delivery of goods or provision of services.
Rights granted to the Buyer in this article entitled WARRANTIES are in addition to any other rights or remedies provided elsewhere in this Order or in Law.
7. INSPECTION AND ACCEPTANCE: The Vendor shall inspect all Material prior to shipment to the Buyer. All Material covered by this Order may be inspected and tested by the Buyer or its designee. If the Buyer so elects to inspect or test, successful completion of such inspection and testing shall be a prerequisite to the Buyer’s acceptance of the Material. If deemed necessary by the Buyer, the Vendor shall provide without charge, all reasonable facilities and assistance for such inspection and test. Any inspection records relating to Material covered by this Order shall be available to the Buyer during the performance of this Order and for such longer periods as specified by the Buyer. If any Material covered by this Order is defective or otherwise not conforming to the requirements of this Order, the Buyer may, by written notice to the Vendor: (a) rescind this Order as to such non-conforming Material; (b) accept such Material at an equitable reduction in price; (c) reject such non-conforming Material and require the delivery of suitable replacements. If the Vendor fails to deliver suitable replacements promptly, the Buyer, with notice of five business days, may replace or correct such Material and charge the Vendor the additional cost occasioned the Buyer thereby, or terminate this Order for default.
No inspection (including source inspection) test, approval (including design approval) or acceptance of Material shall relieve the Vendor from responsibility for defects or other failures to meet the requirements of this Order. Rights granted to the Buyer in this article entitled INSPECTION are in addition to any other rights or remedies provided elsewhere in this Order or in Law.
8. BUYER’S PROPERTY IN SELLER’S POSSESSION: Any property furnished to the Vendor by the Buyer or specifically paid for by the Buyer for use in the performance of this Order shall be and remain the property of the Buyer; shall be subject to removal at any time upon the Buyer’s demand; shall be used only in filling orders for the Buyer; shall be maintained in good order and condition and shall be clearly identified as the property of the Buyer. The Vendor assumes all liability for loss or damage to such property.
9. PATENT INDEMNITY: The Vendor agrees to indemnify, hold harmless and defend the Buyer, its employees, directors, officers and agents with respect to all claims, suits, actions and proceedings of actual or alleged infringements of any Letter, Patent, Registered or Industrial Design, Trademark or Trade Name, Trade Secret, Copyright or other protected right in any country resulting from any sale, use or manufacture of any Material delivered hereunder and to pay and discharge all judgments, decrees, and awards rendered therein or by reason thereof and bear all expenses and legal fees (including the Buyer’s) associated herewith. The Buyer reserves the right to be represented in any such action by its own counsel at its own expense.
10. INDEMNITY: The Vendor will indemnify, defend and hold the Buyer, its directors, officers, employees and agents harmless from any loss, expense, claim or damage including reasonable defense costs, arising from any claim or action based on any acts or omissions of the Vendor, its employees, servants, agents or subcontractors. The Buyer reserves the right to be represented in any such action by its own counsel at its own expense.
11. ASSIGNMENT/SUBCONTRACTING: The Vendor shall not assign this Order, any rights under this Order or any monies due or to become due hereunder nor delegate or subcontract any obligations or work hereunder without the prior written consent of the Buyer. No purported assignment or delegation by the Vendor shall be binding on the Buyer without such consent.
12. CANCELLATIONS: The Buyer may cancel this Order in whole or in part, for no cause, upon written, FAX, or e-mail notice to the Vendor, effective when sent, provided such notice is sent at least five (5) days prior to the delivery date specified on the face of this Order. The Buyer may cancel this Order in whole or in part at any time for cause by written, FAX, or e-mail notice to the Vendor, effective when sent, in the event that the Vendor: (a) fails to comply with any term or condition of this Order including, but not limited to, delivery terms; or (b) appoints a receiver, liquidator or trustee in bankruptcy or other similar officer over any or all of its property or assets; or (c) files a voluntary petition in bankruptcy; or (d) has had filed against it an involuntary petition in bankruptcy which remains in effect for thirty (30) days; or (e) voluntarily ceases trading; or (f) merges with or is acquired by a third party; or (g) assigns any of its rights or obligations under the Order to a third party without the Buyer’s advance written consent. Upon the occasion of any one of the aforesaid and in addition to any remedies which the Buyer may have in Law or in Equity, the Buyer may also cancel this order or any outstanding deliveries hereunder by notifying the Vendor in writing of such cancellation and the Vendor shall thereupon transfer title and deliver to the Buyer such work in progress or completed material as may be requested by the
Buyer. The Buyer shall have no liability to the Vendor beyond payment of any balance owing for Material purchased hereunder and delivered to and accepted by the Buyer prior to the Vendor’s receipt of the notice of termination, and for work in progress requested for delivery to the Buyer.
13. RESCHEDULING: The Buyer may without liability at least five (5) days prior to the scheduled delivery date appearing on the Order, defer delivery on any or every item under said Order by giving oral notice to the Vendor confirmed in writing within five (5) working days of any necessary rescheduling.
14. PROPRIETARY INFORMATION/TITLE TO SPECIFICATIONS: All written information obtained by the Vendor from the Buyer in connection with this Order and which is identified as proprietary, including, but not limited to, any specifications, drawings, blueprints and software programs, shall remain the property of the Buyer, shall be used by the Vendor only to the extent necessary for performance of this Order and shall not be disclosed to any third parties without prior written consent of the Buyer. The Vendor shall not make or authorize any news release, advertisement, or other disclosure which shall deny or confirm the existence of this Order without prior written consent of the Buyer except as may be required to perform this Order.
15. SHIPPING, PACKAGING, AND LABELING: All Material purchased hereunder must be packed and packaged to ensure its safe delivery in accordance with good commercial practice and where incorporated, the Buyer’s packaging specification. The Vendor shall mark on all containers, handling and loading instructions, shipping information, part number, purchase order number and item number, quantity in the box, shipment date, and names and addresses of the Vendor and the Buyer. An itemized packing list must accompany each shipment. Each packing slip shall include; this Order number, quantity, item description, order date, shipping date and delivery address, but shall not include pricing information. All shipments of hazardous materials under this Order shall comply with current U.S. Department of Transportation (DOT) regulations as published in 49 CFR 100-199, and the labeling shall meet the current U. S. Occupational Safety and Health Administration (OSHA) regulations as published in 29 CFR 1910. 1200, for the transporting and labeling of hazardous materials. Material Safety Data Sheets (MSDS) shall be supplied with all hazardous materials, and these sheets shall be resubmitted if any changes or updates, as required, are made.
16. THE VENDOR AS AN INDEPENDENT CONTRACTOR: The Vendor shall perform the obligations of this Order as an independent contractor and under no circumstances shall it be considered an agent or employee of the Buyer. The Terms and Conditions of this Order shall not, in any way, be construed as to create a partnership or any other kind of joint undertaking or venture between the parties hereto. The Vendor expressly waives any and all rights which may or may not exist to claim any relief under the Buyer’s comprehensive insurance policy, worker’s compensation or unemployment benefits.
17. INVOICING/PAYMENTS/SET-OFFS: After each delivery of Material, pursuant to this Order, the Vendor shall send invoices including item number to the Buyer’s Accounts Payable Department. Payment of invoice shall not constitute acceptance of Material ordered and shall be subject to appropriate adjustment if the Vendor failed to meet the requirements of this Order. The Buyer shall have right at any time to set-off any amounts due to the Vendor, (or any of its associated or affiliated companies) against any amounts owed by the Buyer with respect to this Order or any subsequent Order or any other contractual agreement between the parties hereto unless such set-off violates local law or regulations.
18. NOTIFICATION OF HAZARDOUS PRODUCT: The Vendor hereby agrees to notify the Buyer of any inherent hazard related to the Material being purchased herein that would expose the hazard during handling, transportation, storage, use, resale, disposal or scrap. Said notice shall be sent to the Buyer’s head of Purchasing and shall specify the product name and part number, the nature of the hazard, proper precautions that must be undertaken by the Buyer or others and any additional information that the Buyer should reasonably expect to know to protect its interest.
19. COMPLIANCE WITH LAWS: By acceptance of this Order, the Vendor agrees to comply with the Fair Labor Standards Act and the Occupational Safety and Health Act, and all other applicable federal, state, county, and local laws, ordinances, regulations, and codes. Whether or not the Buyer provides a specification, if materials, services or containers furnished by the Vendor are required to be constructed, packaged, labeled or registered in a prescribed manner, the Vendor shall comply with the applicable federal, state, county and local laws, ordinances, regulations, and codes. The Vendor further agrees to indemnify and hold the Buyer and its customers harmless from any loss or damage that may be sustained by the Buyer, by reason of the Vendor’s failure to comply with any federal, state, county or local laws, ordinance, regulations, and codes.
20. MANDATORY CLAUSES REQUIRED UNDER GOVERNMENT CONTRACTS OR SUBCONTRACTS: If a governmental contract number is shown on the face of this Order, clauses contained in the current issue of the Federal Acquisition Regulations (FAR) and supplements thereto, which the government makes mandatory for a contractor under a government contract to include in its subcontracts thereunder, will apply to this Order.
21. REPRODUCTION OF DOCUMENTATION: The Buyer shall have the right, at no additional charge, to use or incorporate all or portions of material found in the Vendor’s literature and/or reproduce the Vendor’s applicable literature such as operating and maintenance manuals, technical publications, prints, drawings, training manuals and other similar supporting documentation and sales literature. The Vendor agrees to advise the Buyer of any updated information relative to the foregoing literature and documentation with timely written notice.
22. NOTIFICATION OF NON-CONFORMING PRODUCT: To prevent the use of non-conforming product, the Vendor must notify our company when they become aware that any shipped product is nonconforming. Vendor will immediately notify buyer in writing. Once notified the Vendor shall investigate and review impact and assessment of scope and identification of timely corrective actions.
23. SUSPECT AND COUNTERFEIT PARTS: Vendor agrees to have a Suspect and Counterfeit Parts prevention policy which must include awareness of any unauthorized copy, imitation, substitution or modified part that is presented as genuine. Vendor agrees to perform verification of suspect and counterfeit parts by supplying material based on QPL or ensuring material is from original manufacture.
24. NOTIFICATION OF PRODUCT OR PROCESS CHANGES: The Vendor agrees to immediately notify the Buyer of changes in the product and/or process. This notification applies to changes to processes, products, or services, including but not limited to the following: design change, changes of their external providers, change to location of manufacturer, change in sourcing materials, name change, material discontinuation, etc.
25. FLOW DOWN REQUIREMENT: The Vendor agrees to flow down to sub-tier suppliers the applicable requirements in the purchasing documents of the Buyer.
26. RIGHT OF ACCESS: The Vendor grants the Buyer, their customer and regulatory authorities, the right of access to all facilities involved in the order and to all applicable records.
27. Application of Acceptance Authority Media: Seller shall maintain compliance with the AAM requirements by assessing its process and supply chain as part of its internal audit activities. The assessment shall include but not be limited to: Application Errors (i.e. Omission, Typos, Legibility, etc.), Untimely Use (i.e. Documentation is not completed as planned, “Stamp/Sign as you go”, etc.), Misrepresentation (i.e. Uncertified personnel, Falsification of documentation, Work not performed as planned, etc.), & Training Deficiencies (i.e. Ethics, Culture awareness, Proper use of authority media, etc.)
28. Foreign Object Debris/Foreign Object Damage (FOD) Requirement: Seller shall conform to the Boeing Foreign Object Debris/Foreign Object Damage (FOD) Prevention Requirements for Boeing Suppliers Document D6-85622 and flow requirement to sub-tier suppliers.