Purchase order Terms

Purchase Order Terms & Conditions

ACCEPTANCE OF PURCHASE ORDER – This Purchase Order is AAA Test Lab’s (BUYER) offer to Seller for the materials specified or the work to be performed hereunder and, together with any attachments specifically incorporated herein by reference, contains the entire agreement between Buyer and Seller with respect to such materials or work, and supersedes any other agreements or understanding made to the date hereof. “AAA Test Lab” means AAA Test Lab, Inc., and its affiliates, subsidiaries, successors or assigns. This offer shall become a Contract on the terms and conditions stated herein when it is accepted by Seller by either acknowledgement or performance. No change, modification or revision of this Purchase Order shall be valid unless in writing signed by Buyer. Either party may execute this Purchase Order and any additional documents including, but not limited to, modifications, change orders and representations and certifications related to this Purchase Order by facsimile or electronic signature. The other party shall be entitled to rely on such facsimile or electronic signature as evidence that this Purchase Order has been duly executed by an authorized representative. Further, neither party shall contest the validity of this Purchase Order based on the use of facsimile or electronic signatures. Any conflicting conditions contained on the face of this Purchase Order shall supersede these Purchase Order Terms and Conditions.
PACKING AND SHIPPING – All items must be suitably packed and prepared for shipment in accordance with provisions contained in the Supplier Handbook. No charges will be paid by Buyer for packing, crating or cartage unless stated in the Purchase Order. All shipments to be forwarded on one day via one route must be consolidated.
DELIVERY- Deliveries shall be strictly in accordance with the schedule set out or referred to in the Purchase Order and in exact quantities. If Seller’s deliveries will not meet such schedule, Buyer may request Seller to ship via routing necessary to meet schedule or recover time lost by non-delivery on schedule, and the difference between revised routing and order routing costs shall be paid by Seller. Time is of the essence, and failure by Seller to complete delivery within the time specified shall, at Buyer’s option without liability, in addition to Buyer’s other rights and remedies, relieve Buyer of any obligation to accept and pay for any such material or work.
INVOICES AND PAYMENT – Unless otherwise arranged, seller represents and warrants that it will timely invoice Buyer for its purchase of goods or services. Unless otherwise provided in this Purchase Order, no invoices shall be issued nor payments made prior to delivery. Individual invoices must be issued for each shipment under this Purchase Order. Unless freight and other charges are itemized, any discount will be taken on full amount of invoice. All payments are subject to adjustment for shortage or rejection.

Copies of all invoices shall be forwarded AAA Test Lab, 2320 Commerce Park Drive, Palm Bay, FL , 32905 Attn: Accounts Payable and shall reference the Purchase Order number.

Seller shall take the following action in the case of any duplicate financing or invoice payment, or if Buyer has otherwise overpaid Seller:

1) Remit overpayment amount to Buyer with a description of overpayment including:

(a) Circumstances of the overpayment (e.g., duplicate payment, erroneous payment liquidation errors, etc.);

(b) Date(s) of overpayment;

(d) Affected contract line item or sub-line item, if applicable, and Contractor/Supplier point of contact.

2) Provide a copy of the remittance and supporting documentation to Buyer.

WARRANTIES – Seller warrants: (a) all items delivered under this Purchase Order will be free from defects in material and workmanship, will conform to applicable specifications and drawings and, to the extent such items are not manufactured pursuant to detailed designs furnished by Buyer, will be free from defects in design and suitable for the intended purposes; (b) unless otherwise stated on the face of this Purchase Order, all items delivered under this Purchase Order are new, have not been previously used and are not former Government surplus property; (c) all materials herein described and the sale thereof do not, and the use of the same for their intended purposes will not, constitute infringement or contributory infringement of any patent, copyright or trademark, or violation of any trade secret; and (d) in the performance of this Purchase Order, Seller has complied or will comply with all applicable Federal, State, and local laws and ordinances and all lawful orders, rules, and regulations thereunder. These warranties are in addition to and shall not be construed as restricting or limiting any warranties of Seller, expressed or implied, which are provided or exist by operation of law. The warranties of Seller, together with its service warranties and guarantees, if any, shall run to Buyer and its customers.

In addition, Seller warrants and certifies that: (a) all items supplied or delivered to Buyer under this Purchase Order do not contain one or more identified Conflict Minerals (including but not limited to, coltan, niobium, tantalum, tin, gold, or tungsten), as defined under the Dodd-Frank Wall Street Reform and Consumer Protection Act; (b) sub-suppliers from whom Seller purchases items do not sell items that contain one or more identified Conflict Minerals; and (c) if the items that Seller supplies or delivers to Buyer do contain one or more identified Conflict Minerals, such Conflict Minerals do NOT originate from the Democratic Republic of Congo or an adjoining country. In the event the items Seller suppliers or delivers to Buyer contain one or more identified Conflict Minerals, then Seller shall immediately notify Buyer of such.

INSPECTION – All items are subject to final inspection and acceptance by Buyer at destination, notwithstanding any prior payment or inspection at source, and such inspection shall be made within a reasonable time after delivery. Acceptance of any items by Buyer shall not be deemed to alter or affect the obligations of Seller or the rights of Buyer and its customers under the Warranties clause. The supplier will grant the right of access by AAA Test Lab, their customer, and regulatory authorities to the applicable areas of their facilities and to applicable documented information, at any level of the supply chain if it is requested.
REJECTION – Buyer shall notify Seller if any items delivered hereunder are rejected and at Buyer’s election and Seller’s risk and expense, such items shall be held by Buyer or returned to Seller. No replacement of defective items shall be made by Seller unless agreed to in writing by Buyer.
SUPPLIER PERFORMANCE – AAA Test Lab monitors supplier performance related to Quality performance. On-Time Delivery is also considered when monitoring supplier performance. Providing quality parts in a consistent and timely manner is important in maintaining a good supplier rating. Seller may also be required to provide a copy of their quality management system. AAA Test Lab, their customers, and any regulatory authorities have the right to access applicable areas and documented information at facilities, as required, at any level of the supply chain.
CHANGES – Buyer may at any time by written notice make changes within the general scope of this Purchase Order to drawings and specifications, shipping instructions, quantities, and delivery schedule. Should any such change increase or decrease the cost of, or the time required for, performance of the Purchase 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 (30) days from the date the change is ordered or within such additional period of time as may be agreed upon.
TITLE AND RISK OF LOSS – (a) Unless otherwise provided in this Purchase Order, Seller shall have title to and bear the risk of any loss of or damage to the items purchased hereunder until they are delivered in conformity with this Purchase Order at the FOB point specified on the face hereof, and upon such delivery title shall pass from Seller to Buyer and Seller’s responsibility for loss or damage shall cease except for loss or damage resulting from Seller’s negligence or failure to comply with this Purchase Order. Passing of title upon such delivery shall not constitute acceptance of the items by Buyer. (b) Unless otherwise provided in this Purchase Order, Seller upon delivery to it or manufacture or acquisition by it, of any materials, parts, special tooling or other property, assumes the risk of and shall be responsible for any loss thereof or damage thereto. Seller, in accordance with the provisions of this Purchase Order, but in any event upon completion thereof, shall return such property to Buyer in the condition in which it was received except for reasonable wear and tear and except to the extent that such property has been incorporated in items delivered under this Purchase Order, or has been consumed in normal performance of work under this Purchase Order. If Seller is furnished Government owned property for use in connection with this Purchase Order, Seller shall comply with the provisions of Federal Acquisition Regulations (FAR), PART 45 -GOVERNMENT PROPERTY which is hereby incorporated herein by reference. “Special Tooling” as herein used includes all special tools, jigs, fixtures, drawings, dies, molds, and patterns acquired or manufactured by Seller for use in the performance of this Purchase Order, and does not include any standard or perishable tooling, gauges, or measuring instruments.
STOP WORK ORDER – The rights and obligations specified in “Stop Work Order” clause contained in FAR Section 52.242-15 are hereby made applicable to this Purchase Order by reference except “Contracting Officer” shall mean “Buyer’s Purchasing Representatives” the title “Termination for Convenience of the Government in paragraph (a)(2) means “Termination” and the words “for the convenience of the Government” in paragraph (c) are replaced by “in accordance with the Termination Clause.”
TERMINATION AND DEFAULTS – The rights and obligations specified in FAR Section 52.249-2 and 52.249-8 are hereby made applicable to this Purchase Order and said sections are hereby incorporated in this Purchase Order by reference, except that the terms “Contracting Officer” and “Government” used therein shall mean “Buyer”, “Contractor” shall mean “Seller”, “Contract” shall mean, “this order”, the “Termination for Convenience” clause shall mean the Termination clause referred to in this Article; and the reference therein to a “Disputes” clause shall be inapplicable. Waiver by Buyer of any default by Seller shall not be deemed a waiver of any other default in the “Termination of Convenience” clause, paragraph (c) the term “45 days” is changed to “90 days” and in paragraph (d) the term “1 year” is changed to “6 months”. In no event shall Seller acquire any direct claim or cause of action against the United States government.
USE OF DESIGNS, DATA, ETC. – Seller agrees that it will keep confidential the features of any equipment, tools, gauges, patterns, designs, drawings, engineering data or other technical or proprietary information furnished by Buyer and use such items only in the production of items under this Purchase Order or other orders from Buyer, and not otherwise, unless Buyer’s written consent is first obtained; provided, however, that Seller shall have the right to use such items upon written notice to Buyer in the manufacture of end items for direct sale to the Government to the extent the Government has the right under its prime contracts with Buyer to authorize such use by Seller. Upon completion or termination of this Purchase Order, Seller shall return all such items to Buyer or make such other disposition thereof as may be directed or approved by Buyer.
INDEMNIFICATION AGAINST INFRINGEMENT – Seller agrees to indemnify Buyer, its successors, assigns, customers and agents from any and all costs, expenses and damages on account of any claim that any of the material covered by this Purchase Order (except material made to Buyer’s detailed designs) infringes any United States Letters Patent, copyright or trademark, or that the same is a violation of any trade secret. Seller shall be notified promptly of each such claim and, to the extent of Buyer’s right so to do, shall be offered control of the defense and settlement of any such claim.
NOTICE OF LABOR DISPUTE – Whenever Seller has knowledge that any actual or potential labor dispute is delaying or threatens to delay the timely performance of this Purchase Order, Seller shall immediately give notice thereof, including all relevant information with respect thereto, to Buyer. Seller shall require of any subcontractor of any material or work hereunder the same or substantially the same obligation as that contained herein.
CLEARANCE OF MATERIAL INTENDED FOR PUBLIC RELEASE – No news release, advertisement, public announcement, denial or confirmation of same relating to any part of the subject matter of this Purchase Order or any phase of any program hereunder shall be made directly or indirectly without prior written approval of Buyer. If this Purchase Order is issued under a government contract, the Government is excluded from the restrictions set out in this provision.
SUBCONTRACTING OR ASSIGNING – Neither this Purchase Order nor the obligations of Seller hereunder shall be subcontracted, assigned or delegated by operation of law or otherwise without Buyer’s prior written consent.
GOVERNING LAW – The Purchase Order incorporating these terms and conditions and the performance of the parties hereunder shall be construed in accordance with and governed by the law of the State of Florida. Venue shall be Melbourne, Brevard County, FL.
ADDITIONAL TERMS AND CONDITIONS – If this Purchase Order is issued under a government contract, as shown by a number in the block entitled “Government Contract Number” or DPAS rating on the face of this Purchase Order, and to the extent they are required by the contract under which this Purchase Order is issued, or by the Federal Acquisition Regulations (FAR) or other comparable government procurement regulations, and subject to the exemptions, conditions, and limitations therein specified, the applicable DAR/FAR are incorporated herein and made a part hereof. Seller shall include in each lower-tier Purchase Order or subcontract the appropriate flow-down clauses as required by FAR and DFARs.
INDEPENDENT CONTRACTOR – Services rendered by Seller for Buyer and Seller’s and Buyer’s respective relationship in all matters related to this Purchase Order shall be as independent contractor and not as employee, agent or servant. Seller shall obey all federal, state, and local safety and health regulations in the performance of the services to be supplied hereunder, and while on the premises of the Buyer.
SUPPLIER CONTRIBUTION – The supplier is responsible for providing conforming products/services regardless of any outsourcing or sub-tier involvement at any point in the supply chain. The supplier will provide a certificate of conformance, test report, or other authorized release certificate, as applicable. All applicable documentation will be retained for a period of 10 years. After the retention period, all documents will be shredded to retain confidentiality.

The supplier shall establish safe practices within its organization in order to protect the life and health of employees, contractors, subcontractors and any other personnel in supplier facilities. These practices will be implemented to prevent loss through injury, disablement, or damage to property, materials, equipment or the environment.

The supplier shall inforce the importance of ethical behavior within its workplace, as well as applicable element of its supply chain. The seller will ensure the competence of all individuals involved within the process.

HOLD HARMLESS – SELLER HEREBY AGREES TO DEFEND AND FOREVER INDEMNIFY, RELEASE AND HOLD HARMLESS BUYER, ITS AGENTS AND EMPLOYEES FROM ANY AND ALL CAUSE OR CAUSES OF ACTION, INCLUDING PERSONAL INJURY, ILLNESS, DEATH, AND PROPERTY DAMAGE, COSTS, CHARGES, FINES, CLAIMS, DEMANDS, AND LIABILITIES OF WHATEVER KIND, NAME OR NATURE, ARISING FROM OR RELATING TO SELLER’S PERFORMANCE, OR FAILURE TO PERFORM HEREUNDER.
CONTRACTOR INSURANCE – Seller may be asked to provide a certificate of insurance meeting these requirements prior to the start of work. Failure to comply can result in delay of payment. 24. FOREIGN NATIONAL – By acceptance of this Purchase Order for the performance of services required, the Seller agrees and covenants that the following conditions are met when providing any employee of Seller:
None of Seller’s employees who provide services to Buyer pursuant to this Purchase Order are unauthorized aliens as defined in the United States’ Immigration Reform and Control Act of 1986; and
If Seller’s employees are foreign national workers present in the United States under a nonimmigrant visa category that carries authorization to work, Seller will furnish to Buyer a copy of the appropriate work authorization document for each foreign national worker verifying the work authorization, including but not limited to copy of employment authorization document, approved Form I-797 and certified labor condition application, or other acceptable documentation. Such employees will only be utilized to perform services which are not export controlled; and
All of Seller’s employees who are to perform services which are export controlled shall be United States citizens or legal permanent residents of the United States.
RETAIN IN CONFIDENCE – Seller agrees it will retain in confidence and not use or disclose to others any of Buyer’s trade secrets, confidential know-how, data or other information acquired by, or disclosed to Seller by or on behalf of Buyer.
NO ADVERTISING – No advertising or publicity containing any reference to Buyer or any of its employees either directly or by implication, shall be made use of by Seller or on Seller’s behalf without Buyer’s written approval.
LIEN RELEASE – The Seller shall not permit any actual or purported lien, charge or claim to attach or attempt to attach to the work, the site or any amounts due or to become due to the Seller under this Purchase Order. If any lien, charge or claim is so asserted, the Seller shall promptly procure its release and indemnify the Buyer against all damage and expense incident thereto. Upon completion of the work and before any final payment and settlement, the Seller shall provide evidence satisfactory to the Buyer of payment and release of debts, taxes, liens, charges, obligations and claims for or relating to labor, materials, subcontractors and sub-subcontractors.
COUNTERFEIT Parts – (a) The following definitions apply to this clause: “Counterfeit Parts” means Parts that contains unlawful or unauthorized reproductions, substitutions, or alterations that have been knowingly mismarked, misidentified, or otherwise misrepresented to be an authentic, unmodified part from the original manufacturer or a source with the express written authority of the original manufacturer or current design activity, including an authorized aftermarket manufacturer. Unlawful or unauthorized substitution includes used Parts represented as new, or the false identification of grade, serial number, lot number, date code, or performance characteristics. “Suspect Counterfeit Parts” means Parts for which credible evidence (including, but not limited to, visual inspection or testing) provides reasonable doubt that the Part is authentic. New or unused Parts as specified by Seller subsequently determined to be “Suspect Counterfeit Parts” are subject to confiscation and destruction – refer to SECTION 7.5 of this document for details.

Seller shall only purchase products to be delivered to Buyer directly from the Original Component Manufacturer (OCM)/Original Equipment Manufacturer (OEM), or through an OCM/OEM authorized distributor chain. Seller may use another source only if (i) the foregoing sources are unavailable, (ii) Seller’s inspection and other counterfeit risk mitigation processes will be employed to ensure the authenticity of the Work, and (iii) Seller obtains the advance written approval of Buyer.(d) Seller shall maintain counterfeit risk mitigation processes in accordance with industry recognized standards and with any other specific requirements identified in this Purchase Order. The remedies contained in this paragraph are in addition to any remedies Buyer may have at law, equity or under other provisions of this Purchase Order.

ENTIRE AGREEMENT. The Parties acknowledge and agree that this Purchase Order shall be the exclusive agreement between the parties for the Goods, subject to the terms and conditions hereof, upon acceptance by acknowledgment or commencement of performance.
ITAR COMPLIANCE. Seller shall comply with all U.S. export control laws and regulations, including the International Traffic in Arms Regulations (ITAR), 22 CFR Parts 120 through 130, and the Export Administration Regulations (EAR), 15 CFR Parts 730 through 799, in the performance of this contract. Unless otherwise granted an exemption, Seller shall be responsible for obtaining the appropriate licenses or other approvals, if required, for exports of hardware, technical data, and software, or for the provision of technical assistance. Seller shall be responsible for obtaining export licenses if required, before utilizing foreign persons in the performance of this contract, including instances where the work is to be performed on-site at any Government installation, where the foreign person will have access to export-controlled technical data or software. Seller shall be responsible for all regulator record keeping requirements associated with the use of licenses and license exemptions/exceptions. Lower Tier Subcontracts: Seller shall flow-down ITAR compliance provisions to suppliers and subcontractors in all purchase orders and subcontracts.