Privacy Policy – Terms and Conditions

Terms and Conditions

ACCEPTANCE.  These Customer Sales Terms and Conditions, as set forth on Global Aviation Technologies LLC (“GAT”) website located at http://www.globalaviationtechnologies.com/privacy-policy/ (these “Terms and Conditions”), shall govern all Orders (hereinafter defined) entered into with GAT.  These Terms and Conditions, together with any work proposal, order form, and/or purchaser order, and the exhibits and documents expressly referenced therein are collectively referred to herein as the “Order”.  If the Order is construed as an offer, acceptance is strictly limited to the terms of this offer and GAT hereby notifies Purchaser of its objection to any different or additional terms in Purchaser’s acceptance.  If this Order is construed as an acceptance of Purchaser’s offer, this acceptance is expressly conditional on Purchaser’s assent to any additional or different terms (from Purchaser’s offer) contained herein.  This Order becomes effective upon an Order executed by both GAT and Purchaser, or when GAT commences performance or tenders the Products or Services after execution by Purchaser.  Purchaser’s receipt of Products conclusively evidences Purchaser’s unconditional acceptance of these Terms and Conditions.  “Purchaser” means the legal entity purchasing Products and services from GAT pursuant to the Order.  “Products” means the goods or services being ordered or purchased by Purchaser and/or furnished or sold by GAT pursuant to the Order.

PRICES: Unless stated otherwise in writing by GAT, all prices are stated in U.S. Dollars.  Prices offered are valid for a period of thirty (30) days from the date of the Order (if a shorter period is specified, then only for such shorter period).  The prices offered only apply to the specific quantities, specifications, and delivery schedules set forth in the Order.  Any variation in quantity, specifications, or delivery schedules may necessitate a price and/or delivery schedule adjustment.  GAT’s prices for Products include GAT’s standard commercial packing and packaging.  Any non-standard or special packing or packaging will be provided by GAT at additional cost to Purchaser.

PAYMENT.  All payments shall be made in accordance with the terms set forth in the Order.  GAT reserves the right to impose, and Purchaser agrees to pay, a late fee of 18%, or the maximum rate allowed by law, on all amounts not timely paid.

LIMITED WARRANTY:  The Products are sold subject to the following LIMITED WARRANTY: GAT WARRANTS, FOR A PERIOD OF 12 MONTHS AFTER THE DATE OF RECEIPT, THE PRODUCTS SHALL BE FREE FROM DEFECTS IN MATERIAL AND WORKMANSHIP, AND SHALL CONFORM TO THE SPECIFICATIONS AND DRAWINGS AGREED TO IN WRITING.  THE WARRANTIES SHALL NOT APPLY TO ANY PRODUCT THAT HAS BEEN: (I) SUBJECTED TO MISUSE, ABUSE, NEGLIGENCE, OR ACCIDENT; (II) ALTERED, MODIFIED, OR REPAIRED BY ANYONE OTHER THAN GAT OR ITS AUTHORIZED REPRESENTATIVE; OR (III) IMPROPERLY MAINTAINED, OVERHAULED, INSTALLED, STORED, OPERATED, USED, HANDLED OR EXPOSED TO ANY ENVIRONMENTAL CONDITION NOT IN ACCORDANCE WITH GAT’S INSTRUCTIONS.  THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED, WHICH EXTEND BEYOND THE PERIOD IDENTIFIED ABOVE.  ANY WARRANTY CLAIM (A) MUST BE PRESENTED TO GAT ON OR BEFORE THE DATE OF EXPIRATION OF THE APPLICABLE WARRANTY; (B) MUST INCLUDE A RETURN MERCHANDIZE AUTHORIZATION NUMBER ISSUED BY GAT, (C) A COPY OF THE ORIGINAL ORDER WHICH REFLECTS THE DATE THE PRODUCT WAS PURCHASED; AND (D) THE EFFECTED PRODUCT MUST BE RETURNED TO GAT WITHIN FOURTEEN (14) DAYS AFTER DETECTION OF SUCH DEFECT OR NONCONFORMITY.  FAILURE TO TIMELY PRESENT THE PRODUCT AND CLAIM SHALL RESULT IN DENIAL OF THE CLAIM.  IN THE EVENT OF A BREACH OF THIS LIMITED WARRANTY, GAT SHALL ONLY BE LIABLE FOR THE ACTUAL DAMAGES, BUT IN NO EVENT GREATER THAN THE AMOUNT OF THE PURCHASE PRICE OF THE PRODUCT.  GAT SHALL HAVE THE OPTION TO REPAIR THE PRODUCT, REPLACE THE PRODUCT, OR PAY THE PURCHASE PRICE IN THE EVENT OF A BREACH OF THIS LIMITED WARRANTY.  IN NO EVENT SHALL GAT BE LIABLE FOR CONSEQUENTIAL, SPECIAL, EXEMPLARY, INCIDENTAL OR PUNITIVE DAMAGES RESULTING FROM A BREACH OF THIS LIMITED WARRANTY.  FOR AVOIDANCE OF DOUBT, GAT SHALL NOT BE LIABLE FOR LOST PROFITS OR LOSS OF REVENUE.  GAT SHALL ALSO NOT BE LIABLE FOR ANY EXPENSE ASSOCIATED WITH THE REMOVAL, REINSTALLATION OR TRANSPORTATION OF THE PRODUCT.  IN THE CASE OF COMPONENTS OR PARTS NOT MANUFACTURED BY GAT, GAT MAKES NO WARRANTIES, EXPRESS, STATUTORY OR IMPLIED.  NO ARRANGEMENT EXTENDING THIS WARRANTY SHALL BE BINDING UPON GAT UNLESS IN WRITING AND SIGNED BY GAT.

CHANGE ORDER REQUESTS.  All change order requests to the Order must be submitted to GAT in writing and will not be effective until GAT consents in writing to the change(s).  GAT will advise Purchaser in writing of the price and/or delivery schedule impact of the change request.  GAT’s acceptance of changes will be subject to Purchaser’s agreement to any price and/or delivery schedule adjustments.

TAXES.  In addition to what is reflected on the Order, Purchaser shall pay all sales, consumer, use and other similar taxes and import duties required by law on the sale of the Products.  Should any fine, excise tax, or other duty or surcharge be assessed against a shipment, Purchaser shall be responsible for such fines, duties or charges, whether assessed against GAT or Purchaser.

DELIVERY; SHIPPING; RISK OF LOSS.  Shipping dates are approximate and require prompt receipt of all necessary Purchaser-furnished information and material if applicable.  GAT is not liable for any damages, re-procurement or other costs, and shall not be subject to any penalty, related to late deliveries.   All shipments by GAT are F.O.B. GAT’s place of shipment, as defined in the Kansas Uniform Commercial Code.  Risk of loss for Products will pass to Purchaser upon GAT presenting Products to carrier.  If Purchaser prepays shipping, insurance, or other related costs, Purchaser agrees to reimburse GAT promptly for the actual costs incurred by GAT.

FORCE MAJEURE.  GAT shall not be liable for any failure, loss or delay in performance resulting, in whole or in part, directly or indirectly, from fires, floods, or other acts of God; strikes, lockouts, or other labor disputes; wars, riots, embargoes, or actions by foreign, federal, state or local governments; shortages of transportation equipment, fuel or labor; or any other circumstance beyond GAT’s reasonable control.

SUBCONTRACTORS, SUBVENDORS AND SUBSUPPLIERS.  GAT reserves the right, at its discretion, to use any subcontractors, subvendors or subsuppliers in GAT’s implementation of or performance under this Order.

INSPECTION OF PRODUCTS.  All Products are subject to GAT’s quality control and inspection processes.  Any additional requirements, including, without limitation, Purchaser’s inspection or testing, are at Purchaser’s sole expense.  If GAT and Purchaser agree that Purchaser is to inspect or provide for inspection at GAT’s facility, such inspection may not interfere with GAT’s operations and Purchaser’s approval or rejection of Products based on such inspection and/or testing must be made prior to shipment of Products.

EXCHANGE AND RETURNS.  All sales are final.  No return of unused Products will be permitted unless previously authorized in writing by GAT.  All authorized returns will be subject to a minimum restocking fee of $250 or 25% of the sale price, whichever is greater, as well as any recertification charges.

PROTECTION OF GAT’S RIGHTS.  To the extent GAT’s Products are subject to certain federally protected rights such as patents and/or trademarks, Purchaser agrees that it will not take any action or authorize or permit the taking of any action by Purchaser’s employees, contractors, directors, officers, members, or managers from infringing upon GAT’s protected rights.  All information, data, designs, drawings, specifications, communications, whether written, oral, electronic, visual, graphic, photographic, observational or otherwise, and documents supplied, revealed or disclosed in any form or manner to Purchaser by GAT, or produced or created by GAT in connection with the Products (“Information”) are proprietary and confidential to GAT and shall be treated and protected by Purchaser as strictly confidential, and shall not be disclosed to any third party without the prior written consent of GAT.  All designs (whether detailed or conceptual) in whatever form, including software, which are prepared by GAT in response to this Order, are the sole property of GAT and shall be considered and protected by Purchaser as “Information” as set forth herein.

EXPORT COMPLIANCE.  Purchaser shall be responsible for required compliance with the import and export laws and regulations of the United States of America, and those of any other jurisdiction or country as may be applicable, and the United States Foreign Corrupt Practices Act of 1977 (15 U.S.C. 78dd-1, 78dd-2, 78m (1998)), as amended from time to time.

NON-COMPETITION.  If Purchaser is not the end user of the Products, in no event will Purchaser sell or offer for sale any of the Products to anyone other than the customer for which the Products were intended as identified by Purchaser to GAT at the time of purchase from GAT (the “Primary Customer”).  If GAT’s Products are sold by Purchaser to anyone other than the Primary Customer, Purchaser agrees to pay GAT the amount received by Purchaser in excess of the amount paid by Purchaser to GAT for the Products plus 10%.  Purchaser shall keep a detailed list of customers (including addresses and the price paid) to whom GAT’s Products are sold and shall, at the request of GAT, deliver a copy of such list to GAT within ten (10) business days of receipt of a request for the same.

INDEMNITY.  Purchaser agrees to indemnify, defend and hold harmless GAT from and against any losses, damages, claims, injuries, expenses, costs and fees (including legal fees) incurred by GAT as a result of or arising out of the breach by Purchaser of any of the terms and provisions set forth in the Order.  Each party will hold harmless and indemnify the other party against all claims, judgments, costs and fees, including attorneys’ fees, relating to infringement of patents, designs, copyrights, or trademarks to the extent that the infringing products are manufactured, sold or used in whole or in part to the indemnifying party’s specifications, designs, drawings or other technical data.  To the extent that one party’s employees or agents enter on the property owned or controlled by the other party, the party employing such employees or engaging such agents will indemnify and hold harmless the other party, its officers, directors, managers, members, and/or employees from any property damage or bodily injury or death caused by such party’s employees or agents.

DEFAULT AND REMEDIES. Notwithstanding anything herein to the contrary, GAT, at its sole discretion and in addition to any other remedies available at law, in equity, or under these terms and conditions, may suspend or deny shipments to Purchaser, and/or terminate the Order, immediately upon a default by Purchaser, including, without limitation: (i) Purchaser’s breach of the terms and conditions set forth herein; (ii) Purchaser’s insolvency, Purchaser’s filing of a voluntary petition in bankruptcy, the appointment of a receiver or trustee for Purchaser, or the sale or transfer by operation of law or otherwise to any third party the assets of Purchaser; or (iii) Purchaser’s failure to pay its obligations to GAT according to any credit terms granted by GAT, Purchaser providing inaccurate or misleading information in connection with any credit application, or GAT’s determination that Purchaser’s credit is insufficient or inadequate.  In addition to any and all damages GAT may be entitled to receive as a result of Purchaser’s default hereunder, GAT shall also receive from Purchaser reimbursement for all costs, fees and expenses, including attorneys’ fees, incurred by GAT in enforcing its rights hereunder.  If GAT fails to fulfill its obligations hereunder, Purchaser’s sole and exclusive remedy shall be limited to (A) the termination of the Order if Purchaser has not received the ordered Products, or (B) the enforcement of the Limited Warranty if Purchaser has received the ordered Products.  In no event shall GAT be liable for any incidental, consequential, special, exemplary, punitive, or other damages arising out of any failure of GAT hereunder.  The termination of the Order by either party will not release Purchaser from the obligation to timely pay all outstanding invoices to GAT under the Order or other purchase orders.  Except as expressly provided herein, the waiver by either party, or the failure by either party to claim a default, of any provision hereof shall not be a waiver of any default or subsequent default.

CANCELLATION OF ORDER FOR CONVENIENCE:  In addition to the rights provided to GAT upon a Purchaser default, GAT may cancel any Order at any time and for any or no reason by providing notice to Purchaser.  Purchaser may request to terminate an Order for convenience, in whole or in part, and GAT agrees to cooperate with Purchaser in attempting to make such arrangements conditioned on Purchaser paying GAT for all deliveries made and for all work in progress, including all applicable direct and indirect costs, settlements with suppliers, and related administrative, accounting and legal costs, plus a normal profit.

ENTIRE AGREEMENT.  These terms and conditions, along with the finally accepted Order, as applicable, represents the entire agreement between the parties with respect to the subject matter hereof, and there are no other representations or understandings of any nature with respect to such subject matter.

NOTICE.  Any notice required hereby shall be in writing and shall be given to the appropriate party by (i) personal delivery, (ii) certified mail, postage prepaid, return receipt requested, or (iii) recognized overnight delivery services to GAT at its corporate headquarters and directed to the attention of Director of Operations, and to Purchaser at the address provided to GAT at time of the Order.  If any provision hereof will for any reason be held to be invalid or unenforceable, such invalidity or unenforceability will not affect any other provision hereof.

GOVERNING LAW; VENUE; WAIVER OF JURY TRIAL.  These terms and conditions, together with the Order, as applicable, will be construed and interpreted in accordance with the laws of the State of Kansas, without regard to its principles of conflicts of law.  Any legal action brought to enforce or construe the parties’ agreement shall be brought in the courts located in Sedgwick County, Kansas, and the parties hereby agree to the jurisdiction of such courts and agree that they will not invoke the doctrine of forum non conveniens or other similar defenses.  Purchaser hereby waives trial by jury in any action or proceeding to which it may be a party arising out of or in any way pertaining to the subject matter hereof.

THESE TERMS AND CONDITIONS ARE HEREBY ACCEPTED BY PURCHASER AND ARE HEREBY INCORPORATED INTO THE ORDER AND SHALL GOVERN ALL PRODUCTS AND/OR SERVICES SOLD OR DELIVERED TO PURCHASER THEREUNDER.

Privacy Policy

We collect information from you when you register on our site, subscribe to our newsletter or respond to a survey. When registering on our site, as appropriate, you may be asked to enter your: name, e-mail address, mailing address or phone number. You may, however, visit our site anonymously.

Any of the information we collect from you may be used in one of the following ways: To improve our website (we continually strive to improve our website offerings based on the information and feedback we receive from you); To improve customer service (your information helps us to more effectively respond to your customer service requests and support needs); To administer a contest, promotion, survey or other site feature; To send periodic emails. The email address you provide may be used to send you information, respond to inquiries, and/or other requests or questions.

We implement a variety of security measures to maintain the safety of your personal information when you enter, submit, or access your personal information. We do not use cookies. We do not sell, trade, or otherwise transfer to outside parties your personally identifiable information. This does not include trusted third parties who assist us in operating our website, conducting our business, or servicing you, so long as those parties agree to keep this information confidential. We may also release your information when we believe release is appropriate to comply with the law, enforce our site policies, or protect ours or others rights, property, or safety. However, non-personally identifiable visitor information may be provided to other parties for marketing, advertising, or other uses.

Occasionally, at our discretion, we may include or offer third party products or services on our website. These third party sites have separate and independent privacy policies. We therefore have no responsibility or liability for the content and activities of these linked sites. Nonetheless, we seek to protect the integrity of our site and welcome any feedback about these sites.

Children's Online Privacy Protection Act Compliance (COPPA)

We are in compliance with the requirements of COPPA (Children’s Online Privacy Protection Act), we do not collect any information from anyone under 13 years of age. Our website, products and services are all directed to people who are at least 13 years old or older.

Online Privacy Policy Only

This online privacy policy applies only to information collected through our website and not to information collected offline.

Vendor Terms and Conditions

ACCEPTANCE.  Vendor agrees to sell and Global Aviation Technologies LLC (“GAT”) agrees to buy the Products (defined below) described in and furnished under this Purchase Order for the price and on the terms of payment set forth herein.  If the Purchase Order is construed as an offer, acceptance is strictly limited to the terms of this offer and GAT hereby notifies Vendor of its objection to any different or additional terms in Vendor’s acceptance.  If this Purchase Order is construed as an acceptance of Vendor’s offer, this acceptance is expressly conditional on Vendor’s assent to any additional or different terms (from Vendor’s offer) contained herein. These Terms and Conditions, together with the Purchase Order form, and the exhibits and documents expressly referenced therein (collectively, the “Purchase Order”), become effective when executed by both GAT and Vendor or when Vendor commences performance or tenders the Products after execution by GAT. Vendor’s performance and/or tender of Products conclusively evidences Vendor’s unconditional acceptance of these Terms and Conditions. “Vendor” means the legal entity selling Products to GAT pursuant to the Purchase Order.  “Products” means the goods and/or services being ordered or purchased by GAT and/or furnished or sold by Vendor pursuant to the Purchase Order.

 

No other agreement, quotation or acknowledgment in any way modifying any of the terms and conditions of this Purchase Order will be binding upon GAT unless made in writing and signed by GAT’s authorized representative.  In the event of a conflict between any of these Terms and Conditions and any other document, these Terms and Conditions shall govern.  This Purchase Order shall not be changed or modified by any oral agreement.

 

PRICES AND PAYMENTS.  Unless stated otherwise in the Purchase Order, all prices are stated in U.S. Dollars. Regardless of the payment terms in this Purchase Order, GAT’s obligation to pay the purchase price is conditioned upon (i) receipt of completed, non- defective  conforming  Products;  (ii)  receipt  and  acceptance  by  GAT  of  Vendor’s  accurate  and  properly  completed  invoice accompanied by satisfactory supporting documentation; and (iii) compliance by Vendor with all terms and conditions of this Purchase Order.

 

CHANGES TO PURCHASE ORDER.   GAT shall have the right from time to time to make changes to this Purchase Order via written change order(s) issued by GAT to Vendor.  Should any change in the work affect any price, completion time or delivery time contained herein, Vendor shall, before proceeding, notify GAT of any such changes and receive GAT’s agreement thereto and the same shall be included in a written change order.  No claim by Vendor for an adjustment in price or to the time for performance resulting from any change required by GAT shall be considered unless presented to GAT in writing within ten (10) days after Vendor obtains knowledge of the facts giving rise to the claim.   The provisions of this Purchase Order shall apply to all such changes, modifications, additions or deletions with the same effect as if they were embodied in the original Purchase Order.  Vendor will not be granted additional time or compensation for extra or additional work (as hereinafter defined) and no modification, alteration or amendment to this Purchase Order shall be effective, unless authorized by a prior written change order from GAT.

 

SCOPE OF WORK. Vendor agrees to provide all labor, supervision, materials, supplies, equipment, transportation, tools, permits and services to provide and deliver to GAT the Products described in this Purchase Order.  Vendor shall obtain and pay for all permits, licenses, fees and certificates of inspection necessary for the performance and completion of the work.  Vendor shall arrange for all necessary inspections and approvals by governmental officials.   Vendor is legally qualified at the place of delivery to supply the Products specified and will maintain its qualification to do business.

 

TAX LIABILITY. Unless otherwise provided for in this Purchase Order, Vendor is responsible for payment of, and the compensation set forth herein includes, all sales, use, excise, value-added, business and other taxes, any taxes imposed on Vendor which are based on revenue, income, net income or capital and any taxes imposed in lieu thereof, and all duties, fees or other assessments of whatever nature imposed by governing authorities or any jurisdiction applicable in connection with performance under this Purchase Order. If it is ever determined that any tax included in the price paid by GAT was not required to be paid, Vendor agrees to refund promptly such amount to GAT.  Vendor shall release, defend, indemnify and hold GAT harmless from and against any fines, penalties, costs (including attorneys’ fees and court costs), losses, damages or liabilities, arising from, alleged to arise from or in any way associated with Vendor’s failure to comply with the terms of these requirements.

 

VENDOR’S INVESTIGATION AND REPRESENTATIONS.  Vendor represents that: (i) it is financially solvent; (ii) it is, if and to the extent required by law, licensed to perform the work; (iii) it has marketable title to the items conveyed hereby and has the right to convey same; (iv) the items conveyed hereby are unencumbered and free from security interests and liens; (v) it has carefully examined all of the provisions of this Purchase Order, acquainted itself with the work and the place where the work is to be performed and all conditions relevant to the work and has made all evaluations and investigations necessary to a full understanding of any difficulties which may be encountered in performing the work; and (vi) this Purchase Order is sufficient for the proper and complete execution of the work.

 

WARRANTY. In addition to any warranties set forth elsewhere in this Purchase Order, Vendor expressly warrants that the Products furnished hereunder shall be free from defects in material, workmanship and design, and according to the best applicable standard practices.  The Products shall be new, unless otherwise specified, and of first class quality.  Vendor guarantees and hereby gives full, complete and maximum warranties of title, fitness for purpose and merchantability for Products furnished hereunder.  Vendor further warrants that the Products shall be of sufficient size and capacity, and of proper materials, to properly perform the functions intended herein.  Vendor expressly warrants that the Products furnished hereunder shall strictly comply with all provisions of this Purchase Order, including but not limited to any specifications of GAT and shall conform to all applicable laws, ordinances, codes and regulations.  The Products shall be unconditionally guaranteed for (i) eighteen (18) months from the date of being placed into service by GAT, or (ii) two (2) years from the date of delivery, whichever is earlier to occur.  If, within the warranty period specified in these Terms and Conditions, GAT discovers defects, errors, omissions, operational or performance deficiencies or breach of any warranty as to the Products, Vendor guarantees to repair or replace at Vendor’s expense, including parts, freight and labor for removal and reinstallation, the Products or any part thereof found to be defective.   Any replacement parts or materials or corrections to workmanship shall be additionally warranted against defects for a period of eighteen (18) months after replacement or corrective work.  If Vendor fails after reasonable notice to proceed promptly with and complete the repair, re-performance, or replacement of the defective Products, GAT may repair, re-perform, or replace the Products and charge all related costs (including labor and access costs) to Vendor without voiding the warranties herein, and without GAT waiving any other rights or remedies it may have under this Purchase Order. If GAT determines, for any reason, that the remedies provided for herein are not adequate or feasible, GAT may elect to have such Products removed at Vendor’s expense and any portion of the purchase price paid refunded in full.  Any ultimate owner of the Products, as well as GAT, shall have the benefit of this warranty, and such rights and remedies are in addition to any other rights or remedies provided in law, equity, or under this Purchase Order.  Vendor acknowledges that, notwithstanding any drawings, specifications or other express descriptions of Products set forth herein, GAT is relying on Vendor’s skill and judgment to furnish suitable Products and/or services for the purposes described herein.  All warranties shall survive any inspections, delivery, acceptance and/or payment.  If required by GAT, Vendor shall supply satisfactory evidence of the origin, composition, manufacture, kind and quality of the Products.

 

INSPECTIONS AND EXPEDITING. Vendor shall provide all interim inspections required to ensure compliance with this Purchase Order.  GAT shall have the right at all reasonable times to inspect, test and expedite all work in progress, whether at GAT’s location or any other place where work may be in process, preparation, manufacture, storage, installation, or tendered by Vendor for GAT’s receipt.  Neither the inspection, the presence nor absence of an inspector or other personnel of GAT in Vendor’s facilities shall relieve Vendor from any requirements of this Purchase Order, and failure on the part of GAT to discover or reject Products not in accordance with the specified requirements shall not be deemed an acceptance or a waiver of defects.  At GAT’s option, Vendor shall submit monthly (or more frequently if delivery requirements make it necessary) to GAT, engineering and production status reports which GAT may require including reports on Vendor’s purchases pursuant to this Purchase Order.  Notwithstanding any prior inspection, the passage of title, or any payments hereunder, all Products furnished hereunder are subject to final inspection and acceptance by GAT.

 

DELIVERY. Unless otherwise specified herein, title to the Products (and in the event the Products are made to order, then title to all material, inventory, work in progress, and tooling unique to the Products) shall vest in GAT immediately upon acceptance of the Products by GAT. Vendor is responsible for properly and carefully packing and shipping the Products, at its expense unless otherwise specified herein, and shall comply with any documentary requirements or instructions of GAT in the shipment process. Irrespective of the vesting of title and any other provision herein to the contrary, Vendor shall bear the risk of loss and damage and shall insure or self-insure, for the benefit of Vendor and GAT, the Products in its care, custody and control, including free issue material supplied to Vendor for incorporation into, or work in conjunction with, the Products until the same are delivered in good condition and accepted by GAT in accordance with the provisions of this Purchase Order.

 

CONFORMING PRODUCTS AND ACCEPTANCE. The Products shall conform strictly to the description, plans, specifications, performance criteria and sample, if any, and no substitution in whole or in part will be permitted without the prior written approval of GAT. If there are no specific descriptions, plans, specifications, performance criteria or samples, or to the extent that any which may be provided are not explicit, the Products shall be new, of the latest design or model conforming to GAT’s requirements, fit for the purpose(s) intended under this Purchase Order and of the best quality.  Prior to shipment, Vendor shall carefully inspect and test the Products for conformance to the requirements of this Purchase Order.   If the words “or equal” are used in this Purchase Order, proposed equals must be approved in writing in advance by GAT.  There shall be no substitutes or shipment of more or less than the quantity specified without the prior written approval of GAT.  Upon delivery of the Products or in any other location or time as may be specified herein, GAT shall conduct a visual inspection of the Products and may accept or reject the Products, in whole or in part, provided that GAT reserves all rights provided for herein to reject any Products, in whole or in part, at a later time upon discovery of a latent defect not apparent by visual inspection.   If Products received do not conform to those ordered or if more or less than the quantity ordered are shipped, GAT may reject such shipment in whole or in part by giving notice thereof to Vendor.  Vendor shall remove any rejected Products at Vendor’s expense within ten (10) working days after notice.  If any Products are rejected by GAT, Vendor shall not ship any replacement Products without the prior written approval and directions of GAT.  For any defective, non- conforming or rejected Products, GAT may cancel this Purchase Order in whole or in part without any obligation to pay a cancellation fee or other fee or penalty.

 

TIME OF PERFORMANCE. TIME IS OF THE ESSENCE OF THIS PURCHASE ORDER.  Vendor shall be liable to GAT for any and all loss or damage as a result of any delay on the part of Vendor in the prosecution or completion of the work, or for any delay to the completion of the work and delivery of the Products attributable to Vendor.  In addition to all other rights or remedies GAT may be entitled to in the event of Vendor’s untimely performance under this Purchase Order, GAT, upon written notice to Vendor, may require Vendor to take those steps necessary to expedite the work and may require Vendor to work on an overtime or premium schedule, and, further, may require Products to be shipped expeditiously, either by special over-land transport and/or air freight, from point of manufacture to the point of delivery, Vendor being responsible for all additional costs.   Without relieving Vendor of its obligations and liabilities hereunder, Vendor shall immediately report to GAT any delay or anticipated delay in performance of the work, and Vendor’s plan to overcome or minimize any such delay or anticipated delay.   If GAT fails to meet any of the stated conditions upon which Vendor’s performance under this Purchase Order is based, such failure(s) shall excuse Vendor from fulfilling its performance only to the extent, if any, that such failure(s) actually prevents Vendor from achieving any part of its performance, and shall not otherwise excuse Vendor from completely fulfilling its performance.

 

GAT’S REMEDIES UPON DISCOVERY OF DEFECTS. Within one (1) year of the discovery of any defective Products that are not in accordance with this Purchase Order, at GAT’s option, GAT may, in addition to any other remedies available in equity or at law, either: (i) reject the defective Products by sending written notice to Vendor; or (ii) require Vendor to replace, repair, correct, or make the same good.

 

  1. Rejection:   If GAT rejects the defective Products and if the same is in GAT’s control, GAT will, to the extent it is commercially reasonable, hold the rejected Products (for a reasonable time period under the circumstances) for Vendor’s inspection, instruction and at Vendor’s risk, and, if Vendor so directs, return same at Vendor’s expense.  Upon GAT’s rejection, GAT shall have the right to cover the same with another supplier, and Vendor agrees to pay GAT on demand for any and all loss, damage, costs, attorneys’ fees, and other charges incurred and/or made by GAT in connection with such replacement order, together with interest thereon at the highest rate allowed by law from the date incurred.
  2. Repair, Replacement or Correction:  Upon GAT’s exercise of its option to have the Vendor replace, repair, correct, or make good the ordered Products, Vendor shall immediately, after receiving notice from GAT of such, proceed, at Vendor’s sole cost and expense, to replace, repair, correct or make the same good, including providing parts, freight and labor for removal and reinstallation, to the satisfaction of GAT.  In the alternative, GAT shall have the right to have the defective Products remedied or changes made at the expense of Vendor, and Vendor agrees to pay GAT on demand for any and all loss, damage, costs, attorneys’ fees, and other charges incurred and made by GAT in connection with such corrective work, together with interest thereon at the highest rate allowed by law from the date incurred.

 

CANCELLATION, TERMINATION AND SUSPENSION.

 

  1. For Convenience:  For GAT’s convenience, GAT reserves the right to terminate or suspend all or any part of the Purchase Order.  In such event, GAT’s sole and exclusive liability to Vendor shall be limited to payment of the reasonable, actual, documented costs incurred by Vendor for work actually performed by Vendor pursuant to this Purchase Order until such cancellation, but in no event shall GAT be liable for any loss of profits or consequential damages based on this Purchase Order or portion thereof so canceled.  At the time of such cancellation, Vendor shall discontinue all work pertaining thereto, place no additional procurement orders or make any other commitment, and cancel forthwith existing procurement orders on the best possible terms.  Pending GAT’s instructions, Vendor shall preserve and protect the Products on hand, work in progress, supplier data and completed work, both in its own and in its suppliers’ facilities. If the Products have been paid for, GAT shall have the immediate right to enter Vendor’s premises to take possession and remove the Products and all drawings, records, material and equipment to be incorporated into the Products from Vendor’s premises.
  2. For Default:  If, in the opinion of GAT, Vendor shall at any time: (i) refuse or fail to provide sufficient properly skilled workers, adequate supervision or material of the proper quality; (ii) fail in any material respect to prosecute the performance of this Purchase Order according to the schedule; (iii) cause, by any action or omission, the stoppage, delay of, or interference with GAT’s business operations or that of any other vendor or contractor; (iv) fail to comply with any provision of this Purchase Order; (v) fail to perform the work or deliver the Products in a timely manner; or (vi) become insolvent, make an assignment for the benefit of creditors, or file or have filed against it, a voluntary or involuntary petition in bankruptcy (each event separately or together, constituting a “Vendor’s Default”), then GAT may, at its sole option and in addition to any other remedies available at law, in equity, or under this Purchase Order, cancel or suspend all or any part of the Purchase Order.  In such event, GAT may purchase the Products elsewhere and charge Vendor with any loss or added cost incurred as a result thereof, and GAT shall not be obligated to make further payment to Vendor until Vendor has fully satisfied its indemnity and other obligations under this Purchase Order.  Any action taken by GAT hereunder shall not void or in any way affect the other provisions of this Purchase Order, including, but not limited to those for the resolution of disputes.  At the time of such cancellation, Vendor shall discontinue all work pertaining thereto, place no additional Purchase Orders or make any other commitment, and cancel forthwith existing procurement orders on the best possible terms.   Pending GAT’s instructions,

 

Vendor shall preserve and protect the Products on hand, work in progress, supplier data and completed work, both in its own and in its suppliers’ facilities.  If the Products have been paid for, GAT shall have the immediate right to enter Vendor’s premises to take possession and remove the Products and all drawings, records, material and equipment to be incorporated into the Products from Vendor’s premises.

 

ASSIGNMENT AND SUBCONTRACTING.  Vendor shall not assign or transfer its rights, delegate or sublet its performance in whole or in part under this Purchase Order, or funds due hereunder, without GAT’s prior written consent.  Any attempted assignment or delegation without prior written consent shall be void and shall constitute a material breach of this Purchase Order.

 

SUBCONTRACTORS, SUBVENDORS AND SUBSUPPLIERS. GAT reserves the right to approve or disapprove all subcontractors, subvendors or subsuppliers proposed by Vendor to be involved in Vendor’s implementation of or performance under this Purchase Order.  Upon request by GAT, Vendor shall submit a listing of all subcontractors, subsuppliers or subvendors for review and approval by GAT and shall submit unpriced copies of all its procurement orders or other contracts for materials or equipment procured from third parties pertaining to this Purchase Order.   Vendor agrees that GAT has the right to contact or visit any of Vendor’s subcontractors, subvendors or subsuppliers directly to confirm delivery commitments or the origin, composition, manufacture, kind, quantity or quality of any Products provided thereunder.  Any approval by GAT shall not constitute a waiver of any term or condition hereunder, at law, or in equity, nor relieve Vendor of any obligation herein.  Vendor shall incorporate these Terms and Conditions into any procurement order or other contract issued to any subcontractor, subsupplier or subvendor for any work to be provided under this Purchase Order.

 

INDEMNITY.  TO THE MAXIMUM  EXTENT  ALLOWED  BY LAW AND SUBJECT TO THE APPLICABLE STATUTE OF  LIMITATIONS,  VENDOR  AT  ALL  TIMES  SHALL  INDEMNIFY,  RELEASE,  PROTECT, DEFEND  (AT  GAT’S OPTION)  AND HOLD GAT, ITS OWNERS, CONTRACTORS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, INSURERS  AND  SUCCESSORS  AND  ASSIGNS  (THE  “GAT INDEMNIFIED PARTIES”)   HARMLESS   FROM  AND AGAINST ANY AND ALL LOSS, LIABILITY,  EXPENSE,  CLAIMS  OR DEMANDS, INCLUDING,  BUT NOT LIMITED TO ABATEMENT/REMOVAL COSTS, AND ATTORNEYS’ FEES AND EXPENSES, ARISING FROM VENDOR’S OR VENDOR’S EMPLOYEES, MATERIALMEN, AGENTS, OR SUBCONTRACTORS PERFORMANCE OR NON- PERFORMANCE OF THE WORK, BREACH OF THIS PURCHASE ORDER, DEFECTS IN PRODUCTS FURNISHED HEREUNDER,   NEGLIGENCE,  GROSS  NEGLIGENCE,  OR  INTENTIONAL  ACT  THAT  CAUSES  OR  COMBINES WITH OTHER  EVENTS TO CAUSE ANY PERSONAL INJURY, INCLUDING DEATH AT ANY TIME, PROPERTY DAMAGE, OR ECONOMIC LOSSES, INCLUDING  BUT NOT LIMITED  TO, DAMAGE TO VENDOR, GAT, OR THIRD PARTIES,  OCCURRING AS A DIRECT  OR INDIRECT  RESULT  OF OR IN ANY MANNER CONNECTED  WITH  THE PERFORMANCE OR NON-PERFORMANCE OF THE OBLIGATIONS UNDER THIS PURCHASE ORDER OR THE PRODUCTS   SUPPLIED   HEREUNDER.      GAT  SHALL   HAVE  THE   RIGHT,   BUT  NOT  THE   OBLIGATION,  TO CONTROL    THE   DEFENSE   OR   SETTLEMENT   OF   ANY  CLAIM   OR   LAWSUIT   COVERED   BY  VENDOR’S INDEMNITY  HEREUNDER  AND, AT GAT’S OPTION,  VENDOR SHALL, AT VENDOR’S EXPENSE:  (1) DEFEND ANY AND ALL ACTIONS  BASED THEREON; OR (2) PAY GAT ALL ATTORNEYS’  FEES AND ALL COSTS AND OTHER EXPENSES ARISING FROM ITS DEFENSE AND SETTLEMENT THEREOF.

 

PATENTS AND TRADE SECRETS.  To the fullest extent permitted by law, Vendor shall protect, defend, indemnify and save and hold harmless the GAT Indemnified Parties from any damages, liabilities, costs, expenses, fines, penalties and losses in connection with any suit, claim or demand alleging infringement of any patent, copyright, trade secret, trademark, trade name or other intellectual property infringement or other claim, demand or action resulting from the manufacture, sale, distribution or use of the Products and/or misappropriation of any confidential information or trade secrets based upon the performance of said work or manufacture, sale or use of the Products supplied hereunder.

 

CONFIDENTIAL INFORMATION.  All information, data, designs, drawings, specifications, communications, whether written, oral, electronic, visual, graphic, photographic, observational or otherwise, and documents supplied, revealed or disclosed in any form or manner to Vendor by GAT, or produced or created by Vendor for GAT hereunder (“Information”) are proprietary and confidential to GAT and shall be used solely by Vendor for purposes of this Purchase Order. All such Information shall be treated and protected by Vendor as strictly confidential, and shall not be disclosed to any third party without the prior written consent of GAT, and shall be disclosed within Vendor’s organization only on a need-to-know basis.  Any nondisclosure agreement heretofore executed by Vendor in connection with GAT’s business, this Purchase Order or any other contract pertaining to the Products, is hereby expressly incorporated within this Purchase Order.  Vendor shall immediately return to GAT any Information provided, either upon demand, or upon completion of the warranty period hereunder, including all copies made by Vendor.  Notwithstanding restrictive legends to the contrary, no confidentiality or limited use obligation will be accepted by GAT due to receipt of materials supplied by Vendor and GAT shall have the right to copy, modify, distribute, use and disclose such materials as it sees fit without accounting to Vendor or any third party and Vendor shall protect, defend, save and hold harmless the GAT Indemnified Parties from any damages, liabilities, costs or expenses which the GAT Indemnified Parties may suffer in connection with any such copying, modifying, distribution, use and disclosure of such materials.

 

DESIGN PROPERTY. All designs (whether detailed or conceptual) in whatever form, including software, which are prepared by Vendor or provided to Vendor by GAT in response to this Purchase Order, are the sole property of GAT, and, with respect to designs prepared by Vendor, with title vesting upon identification to this Purchase Order and shall be considered and protected by Vendor as “Information” as set forth herein.  Vendor shall turn over all such designs to GAT, including copies thereof, at the expiration date of the warranty period, or earlier as may be requested in writing by GAT.  Vendor agrees to execute any documents requested by GAT to confirm GAT’s legal title to all such rights.

 

INSURANCE.  Vendor shall within ten (10) days from acceptance of this Purchase Order, but in any event before commencement of performance under this Purchase Order, provide GAT with certificates evidencing that the following minimum insurance is in force:

 

 

 

 

A. B.

C.

Insurance Coverage Worker’s Compensation Employer’s Liability

Commercial General Liability

Limits

 

Statutory

 

$1,000,000

 

$1,000,000 Combined Single Limit

including premises, products/completed

operations and contractual liability insuring the indemnity agreements contained herein.

each occurrence
 

D.

 

Automobile Liability

Bodily Injury and Property Damage

 

$1,000,000 Combined Single Limit each occurrence

 

Vendor shall ensure that its insurance policies are compliant with applicable government regulations, and shall obtain the following endorsements to its insurance policies for coverages required herein: (i) Additional Insureds – GAT, and its owners, officers, directors, employees and  agents shall  be  named  as  additional insureds (“Additional Insureds”),  except  for  Workers’ Compensation and Employer Liability; (ii) Waiver of Subrogation – Vendor’s insurer(s) shall waive all rights of subrogation against GAT, and its owners, officers, directors, employees and agents; and (iii) Primary Insurance – Vendor’s insurance policies shall be primary to any liability insurance policies carried by GAT.  Vendor shall furnish insurance certificates to GAT evidencing its compliance with the insurance requirements included herein.  Should Vendor fail to furnish such insurance certificates, GAT shall have the right to purchase such insurance from a company of its own selection and deduct the costs of same (including any costs incurred in the procurement thereof) from amounts otherwise payable to Vendor.   All policies of insurance to be secured and maintained hereunder shall provide that Vendor and GAT shall be provided in writing with at least 30 days’ prior notice of any material policy changes, cancellations, or reductions in the policies and that no such changes, cancellations or reductions shall be effective without such notice.

 

LIENS.  Vendor warrants free and clear title to the Products, free and clear from any and all liens, restrictions, reservations, security interests and encumbrances. Vendor agrees to pay promptly when due all bills for labor, material, equipment or services in connection with the Products.  If such bills are not promptly paid by Vendor when due, GAT, in its discretion, may pay them and Vendor shall immediately reimburse GAT, or GAT may, at its discretion, set off these funds owed by Vendor against any other amounts due to Vendor under any other contract with GAT.

 

To the maximum extent allowed by law, Vendor agrees to release, defend, indemnify, and hold harmless GAT from and against any and all laborers’, materialmen’s, mechanic’s or other liens arising from, alleged to arise from, or in any way associated with Vendor’s performance or nonperformance under this Purchase Order. Vendor waives all lien rights against the property of GAT. Any sums due Vendor hereunder may be applied by GAT as a set off against any sums owed by Vendor to GAT or against any claims of third parties against GAT arising from Vendor’s performance, whether under this or any other purchase order or other document.   At its sole discretion, GAT may withhold from payments to be made to Vendor amounts legally required to be withheld from such payments and remitted to the taxing authority of any jurisdiction relevant to the transaction.

 

COMPLIANCE WITH LAWS, REGULATIONS.   During the performance hereunder, Vendor shall be subject to all applicable provisions of laws, rules, regulations, orders, permits and authorizations issued by governmental authorities with jurisdiction over the location(s) where Products are manufactured, transported or delivered or where work is performed.  Upon GAT’s written request, Vendor shall provide any written certification of compliance required by any federal, state, or  local law, ordinance, code, or regulation.   Vendor agrees to release, defend, indemnify and hold harmless GAT Indemnified Parties and its affiliates from and against any loss, cost (including attorney fees and court costs), civil or other fines and penalties, damage or liability, arising from or alleged to arise from any violation, alleged violation, or failure to comply with, the terms hereof by Vendor or any person for whom Vendor may be responsible.

 

GOVERNING LAW AND DISPUTES.  This Purchase Order shall be governed by and construed in accordance with the laws of the State of Kansas, U.S.A., without reference to principles of conflicts of laws.  The parties agree that any dispute, controversy or claim arising out of, in connection with or relating to this Purchase Order, whenever arising, including any question regarding its existence, validity, interpretation, performance, breach or termination, including claims in tort, which cannot be amicably settled between the parties, shall be finally resolved by binding arbitration in Wichita, Kansas, U.S.A.  Any such dispute, controversy or claim shall be exclusively and finally settled by binding arbitration utilizing the Arbitration Rules of the American Arbitration Association in effect at such time.  Each party shall appoint one arbitrator, and the two arbitrators shall appoint a third arbitrator. The award of the majority of arbitrators shall be final, binding and not subject to appeal.  Judgment upon an award may be entered in any court having jurisdiction over the person or assets of the party owing the judgment or application may be made to such court for judicial acceptance of the award and an order of enforcement, as the case may be.

 

SEVERABILITY.  The invalidity or unenforceability of any provision of this Purchase Order shall not impair the validity or enforceability of any other provision; provided, however, that whenever a provision is held to be invalid or unenforceable, the parties shall negotiate in good faith to adopt a replacement provision to carry out the parties’ original intention to the extent permitted under applicable law.

 

CONFLICTS OF INTEREST.  Vendor shall not pay or give any fee, commission, rebate or anything of value to or for the benefit of any employee of GAT, nor will Vendor do business with any company knowing the results might directly benefit an employee of Vendor.

 

IMPORT AND EXPORT COMPLIANCE.  Vendor agrees that it is responsible for required compliance with the import and export laws and regulations of the United States of America, and those of any other jurisdiction or country as may be applicable, in its performance under this Purchase Order.   If any import or export control or compliance form is attached to this Purchase Order, Vendor shall thoroughly and accurately complete such form and return it within ten (10) days to GAT.  Vendor understands and acknowledges that (a) GAT will rely on the information provided by Vendor, including making a determination whether any U.S. or foreign export or import license is required for the export of the supplied materials to the country of destination; (b) Vendor is responsible for compliance with local import and export control laws of any jurisdiction, and is responsible for compliance with applicable U.S. re-export laws; and (c) Vendor shall be fully responsible for the accuracy and completeness of import and export documentation prepared or executed by Vendor as part of Vendor’s performance of this Purchase Order, including that required for the import of any materials used in the production or manufacture of the Products and of any documents prepared by Vendor’s employees, agents and brokers.

 

FCPA COMPLIANCE.  Vendor warrants that it is not a foreign government official nor is it affiliated with any foreign government official; that it understands the United States Foreign Corrupt Practices Act of 1977 as amended (15 U.S.C. 78dd-1, 78dd-2, 78m (1998)), including any additional amendments passed during the term of this Purchase Order; that it has not previously engaged in conduct that would violate the FCPA if it had been subject to it; that it will not in the future engage in conduct that would violate the FCPA if it is subject to it; and that it will not cause GAT to violate the FCPA.

 

LIQUIDATED DAMAGES. If delivery does not occur as contemplated in this Purchase Order, Vendor hereby agrees to pay to GAT, as part of the consideration for awarding this Purchase Order, an amount equal to the liquidated damages amount set forth in the Purchase Order.  Liquidated damages shall apply from the first instance Vendor fails to make a timely delivery.  This shall not be construed to limit Vendor’s other obligations with respect to this Purchase Order.  Vendor and GAT agree and acknowledge that the liquidated damages amount set forth in the Purchase Order to be paid by Vendor are reasonable, considering the loss GAT will sustain as a result of late deliveries.  The amount is agreed upon and fixed by the parties because of the difficulty in ascertaining the actual damages which will be sustained by GAT.  The payment of these damages shall not affect GAT’s other rights including its right to terminate this Purchase Order.  GAT may set off amounts due to it by Vendor pursuant to this provision against amounts due and owing Vendor pursuant to the terms of this Purchase Order.

 

DOCUMENTATION AND RIGHT OF AUDIT.  Where Vendor’s invoice includes compensation for work performed at a unit price or for changes in the work, Vendor shall submit Vendor’s determination of units of work performed, determined in accordance with the provisions of this Purchase Order and substantiated by documents satisfactory in form and content to GAT.  Upon verification by GAT of said documents, GAT will advise Vendor in writing of either GAT’s acceptance of Vendor’s determination of such units or of GAT’s determination of such units.  Where Vendor’s invoices include compensation for work performed for a reimbursable price, all costs, expenses and other amounts so invoiced shall be substantiated and supported by documents satisfactory to GAT and verified by GAT.   Vendor shall maintain for a minimum period of seven (7) years after final payment has been made to Vendor under this Purchase Order all records and accounts pertaining to work performed hereunder.  Vendor agrees that GAT shall have the right to audit, copy and inspect, or cause to have audited, copied and inspected, Vendor’s records and accounts pertaining to performance under this Purchase Order at all reasonable times during the course of performance hereunder and for a minimum period of seven (7) years after final payment has been made to Vendor.

 

PUBLICITY.  Vendor shall not publicize, disclose or discuss the existence, content or scope, whether generalities or details, of this Purchase Order or make any reference to GAT, the business of either or the project for which this Purchase Order is made to any third party by any means and through any medium (including but not limited to advertising, web site references, photographs, articles, press releases or interviews, speeches or programs) without obtaining the prior written consent of GAT.

 

SUCCESSORS AND ASSIGNS. Subject to the Assignment and Subcontracting Section herein, this Purchase Order shall inure to and be binding on the transferees, successors and assigns of such party.

 

NOTICES.  Any notice required hereunder shall be in writing and shall be given to the appropriate party by (i) personal delivery, (ii) certified mail, postage prepaid, return receipt requested, or (iii) recognized overnight delivery services to GAT at its corporate headquarters and directed to the attention of Purchasing Manager, and to Vendor at the address provided in the Purchase Order.

Customer Sales Terms and Conditions

ACCEPTANCE.  Purchaser agrees to buy and Global Aviation Technologies LLC (“GAT”) agrees to sell the Products described in and furnished under this Purchase Order for the price and on the terms of payment set forth herein.  If the Purchase Order is construed as an offer, acceptance is strictly limited to the terms of this offer and GAT hereby notifies Purchaser of its objection to any different or additional terms in Purchaser’s acceptance.  If this Purchase Order is construed as an acceptance of Purchaser’s offer, this acceptance is expressly conditional on Purchaser’s assent to any additional or different terms (from Purchaser’s offer) contained herein.  These Terms and Conditions, together with the Purchase Order form, and the exhibits and documents expressly referenced therein (collectively, the “Purchase Order”), become effective when executed by both GAT and Purchaser, or when GAT commences performance or tenders the Products after execution by Purchaser. Purchaser’s receipt of Products conclusively evidences Purchaser’s unconditional acceptance of these Terms and Conditions.  “Purchaser” means the legal entity purchasing Products and services from GAT pursuant to the Purchase Order.  “Products” means the goods being ordered or purchased by Purchaser and/or furnished or sold by GAT pursuant to the Purchase Order.

 

PRICES: Unless stated otherwise in writing by GAT, all prices are stated in U.S. Dollars. Prices offered are valid for a period of thirty (30) days from the date of the Purchase Order (if a shorter period is specified, then only for such shorter period).  The prices offered only apply to the specific quantities, specifications, and delivery schedules set forth in the Purchase Order.  Any variation in quantity, specifications, or delivery schedules may necessitate a price and/or delivery schedule adjustment.  GAT’s prices for Products include GAT’s standard commercial packing and packaging.  Any non-standard or special packing or packaging will be provided by GAT at additional cost to Purchaser.

 

PAYMENT.  All payments shall be made in accordance with the terms set forth in the Purchase Order.  GAT reserves the right to impose, and Purchaser agrees to pay, a late fee of 18%, or the maximum rate allowed by law, on all amounts not timely paid.

 

LIMITED WARRANTY:  The Products are sold subject to the following LIMITED WARRANTY: GAT WARRANTS,  FOR  A PERIOD  OF 12 MONTHS  AFTER  THE DATE OF RECEIPT, THE PRODUCTS  SHALL BE FREE  FROM  DEFECTS  IN MATERIAL  AND WORKMANSHIP, AND SHALL CONFORM  TO THE SPECIFICATIONS AND DRAWINGS AGREED TO IN WRITING.   THE WARRANTIES  SHALL NOT APPLY TO ANY PRODUCT  THAT HAS BEEN: (I) SUBJECTED TO  MISUSE,  ABUSE,  NEGLIGENCE,  OR  ACCIDENT;   (II)  ALTERED,  MODIFIED,   OR  REPAIRED   BY  ANYONE OTHER  THAN  GAT  OR  ITS  AUTHORIZED REPRESENTATIVE;  OR  (III)  IMPROPERLY  MAINTAINED, OVERHAULED,  INSTALLED,  STORED,  OPERATED,  USED, HANDLED OR EXPOSED  TO ANY ENVIRONMENTAL CONDITION  NOT IN ACCORDANCE  WITH GAT’S INSTRUCTIONS.  THERE  ARE NO WARRANTIES,  EXPRESS OR IMPLIED,  WHICH  EXTEND BEYOND THE PERIOD  IDENTIFIED ABOVE.  ANY WARRANTY CLAIM  (A) MUST BE PRESENTED  TO GAT ON OR BEFORE  THE DATE OF EXPIRATION OF THE APPLICABLE WARRANTY; (B) MUST INCLUDE  AN  RETURN  MERCHANDIZE  AUTHORIZATION  NUMBER  ISSUED  BY  GAT,  (C)  A  COPY  OF  THE ORIGINAL  PURCHASE  ORDER  WHICH  REFLECTS THE DATE THE PRODUCT  WAS PURCHASED;  AND (D) THE EFFECTED PRODUCT  MUST  BE RETURNED  TO  GAT  WITHIN  FOURTEEN  (14) DAYS AFTER  DETECTION OF SUCH  DEFECT  OR  NONCONFORMITY.   FAILURE  TO  TIMELY  PRESENT  THE  PRODUCT  AND CLAIM  SHALL RESULT IN DENIAL OF THE CLAIM.  IN THE EVENT OF A BREACH OF THIS LIMITED  WARRANTY, GAT SHALL ONLY BE LIABLE FOR THE ACTUAL DAMAGES, BUT IN NO EVENT GREATER  THAN THE AMOUNT OF THE PURCHASE  PRICE  OF THE PRODUCT.   GAT SHALL HAVE THE OPTION  TO REPAIR  THE PRODUCT,  REPLACE THE PRODUCT,  OR PAY THE PURCHASE  PRICE  IN THE EVENT OF A BREACH OF THIS LIMITED  WARRANTY. IN  NO  EVENT  SHALL  GAT  BE  LIABLE   FOR  CONSEQUENTIAL,  SPECIAL,   EXEMPLARY,   INCIDENTAL   OR PUNITIVE  DAMAGES  RESULTING  FROM  A BREACH  OF  THIS  LIMITED   WARRANTY.    FOR  AVOIDANCE  OF DOUBT, GAT SHALL NOT BE LIABLE  FOR LOST PROFITS  OR LOSS OF REVENUE.   GAT SHALL ALSO NOT BE LIABLE FOR ANY EXPENSE ASSOCIATED WITH THE REMOVAL,  REINSTALLATION OR TRANSPORTATION OF THE PRODUCT.   IN THE  CASE OF COMPONENTS OR PARTS NOT MANUFACTURED  BY GAT, GAT MAKES NO WARRANTIES,   EXPRESS,   STATUTORY   OR  IMPLIED.     NO  ARRANGEMENT  EXTENDING   THIS  WARRANTY SHALL BE BINDING UPON GAT UNLESS IN WRITING  AND SIGNED BY GAT.

 

CHANGE ORDER REQUESTS.  All change order requests to the Purchase Order must be submitted to GAT in writing and will not be effective until GAT consents in writing to the change(s).   GAT will advise Purchaser in writing of the price and/or delivery schedule impact of the change request.  GAT’s acceptance of changes will be subject to Purchaser’s agreement to any price and/or delivery schedule adjustments.

February 2013 Version

 

TAXES.  In addition to what is reflected on the Purchase Order, Purchaser shall pay all sales, consumer, use and other similar taxes and import duties required by law on the sale of the Products.  Should any fine, excise tax, or other duty or surcharge be assessed against a shipment, Purchaser shall be responsible for such fines, duties or charges, whether assessed against GAT or Purchaser.

 

DELIVERY; SHIPPING; RISK OF LOSS.  Shipping dates are approximate and require prompt receipt of all necessary Purchaser- furnished information and material if applicable.  GAT is not liable for any damages, re-procurement or other costs, and shall not be subject to any penalty, related to late deliveries.  All shipments by GAT are F.O.B. GAT’s place of shipment, as defined in the Kansas Uniform Commercial Code.  Risk of loss for Products will pass to Purchaser upon GAT presenting Products to carrier.  If Purchaser prepays shipping, insurance, or other related costs, Purchaser agrees to reimburse GAT promptly for the actual costs incurred by GAT.

 

FORCE MAJEURE.  GAT shall not be liable for any failure, loss or delay in performance resulting, in whole or in part, directly or indirectly, from fires, floods, or other acts of God; strikes, lockouts, or other labor disputes; wars, riots, embargoes, or actions by foreign, federal, state or local governments; shortages of transportation equipment, fuel or labor; or any other circumstance beyond GAT’s reasonable control.

 

SUBCONTRACTORS, SUBVENDORS AND SUBSUPPLIERS. GAT reserves the right, at its discretion, to use any subcontractors, subvendors or subsuppliers in GAT’s implementation of or performance under this Purchase Order.

 

INSPECTION OF PRODUCTS.   All Products are subject to GAT’s quality control and inspection processes.   Any additional requirements, including, without limitation, Purchaser’s inspection or testing, are at Purchaser’s sole expense.  If GAT and Purchaser agree that Purchaser is to inspect or provide for inspection at GAT’s facility, such inspection may not interfere with GAT’s operations and Purchaser’s approval or rejection of Products based on such inspection and/or testing must be made prior to shipment of Products.

 

EXCHANGE AND RETURNS.  All sales are final.  No return of unused Products will be permitted unless previously authorized in writing by GAT.  All authorized returns will be subject to a minimum restocking fee of $250 or 25% of the sale price, whichever is greater, as well as any recertification charges.

 

PROTECTION OF GAT’S RIGHTS.  To the extent GAT’s Products are subject to certain federally protected rights such as patents and/or trademarks, Purchaser agrees that it will not take any action or authorize or permit the taking of any action by Purchaser’s employees, contractors, directors, officers, members, or managers from infringing upon GAT’s protected rights. All information, data, designs, drawings, specifications, communications, whether written, oral, electronic, visual, graphic, photographic, observational or otherwise, and documents supplied, revealed or disclosed in any form or manner to Purchaser by GAT, or produced or created by GAT in connection with the Products (“Information”) are proprietary and confidential to GAT and shall be treated and protected by Purchaser as strictly confidential, and shall not be disclosed to any third party without the prior written consent of GAT.  All designs (whether detailed or conceptual) in whatever form, including software, which are prepared by GAT in response to this Purchase Order, are the sole property of GAT and shall be considered and protected by Purchaser as “Information” as set forth herein.

 

EXPORT COMPLIANCE. Purchaser shall be responsible for required compliance with the import and export laws and regulations of the United States of America, and those of any other jurisdiction or country as may be applicable, and the United States Foreign Corrupt Practices Act of 1977 (15 U.S.C. 78dd-1, 78dd-2, 78m (1998)), as amended from time to time.

 

NON-COMPETITION.  If Purchaser is not the end user of the Products, in no event will Purchaser sell or offer for sale any of the Products to anyone other than the customer for which the Products were intended as identified by Purchaser to GAT at the time of purchase from GAT (the “Primary Customer”).  If GAT’s Products are sold by Purchaser to anyone other than the Primary Customer, Purchaser agrees to pay GAT the amount received by Purchaser in excess of the amount paid by Purchaser to GAT for the Products plus 10%.  Purchaser shall keep a detailed list of customers (including addresses and the price paid) to whom GAT’s Products are sold and shall, at the request of GAT, deliver a copy of such list to GAT within ten (10) business days of receipt of a request for the same.

 

INDEMNITY. Purchaser agrees to indemnify, defend and hold harmless GAT from and against any losses, damages, claims, injuries, expenses, costs and fees (including legal fees) incurred by GAT as a result of or arising out of the breach by Purchaser of any of the terms and provisions set forth in the Purchase Order.  Each party will hold harmless and indemnify the other party against all claims, judgments, costs and fees, including attorneys’ fees, relating to infringement of patents, designs, copyrights, or trademarks to the extent that the infringing products are manufactured, sold or used in whole or in part to the indemnifying party’s specifications,

 

designs, drawings or other technical data.   To the extent that one party’s employees or agents enter on the property owned or controlled by the other party, the party employing such employees or engaging such agents will indemnify and hold harmless the other party, its officers, directors, managers, members, and/or employees from any property damage or bodily injury or death caused by such party’s employees or agents.

 

DEFAULT AND REMEDIES. Notwithstanding anything herein to the contrary, GAT, at its sole discretion and in addition to any other remedies available at law, in equity, or under these terms and conditions, may suspend or deny shipments to Purchaser, and/or terminate the Purchase Order, immediately upon a default by Purchaser, including, without limitation: (i) Purchaser’s breach of the terms and conditions set forth herein; (ii) Purchaser’s insolvency, Purchaser’s filing of a voluntary petition in bankruptcy, the appointment of a receiver or trustee for Purchaser, or the sale or transfer by operation of law or otherwise to any third party the assets of Purchaser; or (iii) Purchaser’s failure to pay its obligations to GAT according to any credit terms granted by GAT, Purchaser providing inaccurate or misleading information in connection with any credit application, or GAT’s determination that Purchaser’s credit is insufficient or inadequate.  In addition to any and all damages GAT may be entitled to receive as a result of Purchaser’s default hereunder, GAT shall also receive from Purchaser reimbursement for all costs, fees and expenses, including attorneys’ fees, incurred by GAT in enforcing its rights hereunder.  If GAT fails to fulfill its obligations hereunder, Purchaser’s sole and exclusive remedy shall be limited to (A) the termination of the Purchase Order if Purchaser has not received the ordered Products, or (B) the enforcement of the Limited Warranty if Purchaser has received the ordered Products.  In no event shall GAT be liable for any incidental, consequential, special, exemplary,  punitive, or  other  damages arising out  of  any  failure  of  GAT  hereunder.    The termination of the Purchase Order by either party will not release Purchaser from the obligation to timely pay all outstanding invoices to GAT under the Purchase Order or other purchase orders.  Except as expressly provided herein, the waiver by either party, or the failure by either party to claim a default, of any provision hereof shall not be a waiver of any default or subsequent default.

 

CANCELATION OF PURCHASE ORDER FOR CONVENIENCE:  In addition to the rights provided to GAT upon a Purchaser default, GAT may cancel any Purchase Order at any time and for any or no reason by providing notice to Purchaser.  Purchaser may request to terminate a Purchase Order for convenience, in whole or in part, and GAT agrees to cooperate with Purchaser in attempting to make such arrangements conditioned on Purchaser paying GAT for all deliveries made and for all work in progress, including all applicable direct and indirect costs, settlements with suppliers, and related administrative, accounting and legal costs, plus a normal profit.

 

ENTIRE AGREEMENT. These terms and conditions, along with the finally accepted Order/Offer, as applicable, represents the entire agreement between the parties with respect to the subject matter hereof, and there are no other representations or understandings of any nature with respect to such subject matter.

 

NOTICE.  Any notice required hereby shall be in writing and shall be given to the appropriate party by (i) personal delivery, (ii) certified mail, postage prepaid, return receipt requested, or (iii) recognized overnight delivery services to GAT at its corporate headquarters and directed to the attention of Director of Operations, and to Purchaser at the address provided to GAT at time of the Purchase Order.  If any provision hereof will for any reason be held to be invalid or unenforceable, such invalidity or unenforceability will not affect any other provision hereof.

 

GOVERNING LAW; VENUE; WAIVER OF JURY TRIAL.   These terms and conditions, together with the Purchase Order, as applicable, will be construed and interpreted in accordance with the laws of the State of Kansas, without regard to its principles of conflicts of law.   Any legal action brought to enforce or construe the parties’ agreement shall be brought in the courts located in Sedgwick County, Kansas, and the parties hereby agree to the jurisdiction of such courts and agree that they will not invoke the doctrine of forum non conveniens or other similar defenses.  Purchaser hereby waives trial by jury in any action or proceeding to which it may be a party arising out of or in any way pertaining to the subject matter hereof.

 

THESE TERMS AND CONDITIONS ARE HEREBY ACCEPTED BY PURCHASER AND ARE HEREBY INCORPORATED INTO THE PURCHASE ORDER AND SHALL GOVERN ALL PRODUCTS SOLD OR DELIVERED TO PURCHASER THEREUNDER.

Purchase Order RIDER

  1. Right of Entry – At any time during the performance of this contract or for a seven year period after completion, a representative of Global Aviation Technologies, or its customer shall have the right to enter the Seller’s facility for the purpose of auditing,  inspection, or to verify that all work performed is/was in strict compliance with this purchase order applicable  specification and regulations.
  1. Control of Quality System to FAA-PMA & AS9100c – The Seller shall provide a quality system that complies with “PMA Inspection System Requirements” or shall be AS9100c compliant.   At any time during the performance of this order, GAT reserves the right to review, verify and audit the Seller’s inspection system, calibration system, and manufacturing processe  Final acceptance  of supplies and services shall be made at GAT unless otherwise stated in the order.

 

  1. Control of Measuring Equipment Traceable to the National Institute of Standards Technology (NIST) – The Seller shall provide and maintain a system for measuring and test equipment to NIST “Calibration System Requirements”. At any time during the performance of this order, GAT reserves the right to review, verify, and/or audit the Seller’s calibration system.
  1. Subcontracting by Seller – The Seller shall notify GAT of any proposed sub-tier subcontracting on this order for special processes, testing, and/or machining.  The Seller’s sub-tier subcontractors shall be subject to approval by GAT Quality Assurance Department.
  1. Certificate of Conformance – Each shipment shall be accompanied by a legible copy of a certificate of conformance.
  1. Qualification Records – The Seller shall make available all records of qualifications for operators and equipment for any special processes (e.g. welding, magnetic particle inspection, radiographic inspection, et) and shall denote whether the processes were performed at the Seller’s facility or at a subcontractor’s facility.
  1. Certified Material Test Reports – Each shipment shall be accompanied by a legible copy of actual analysis as applicable,  type, grade, and class or specific tests of materials supplied in accordance with this order. All items having a shelf life must have cure dates or other information applicable  to documenting the expirationdate.  Material must be identified by a heat, batch, or lot number traceable to actual analysis records or actual analysis shall be filed and available for review upon request. All certified material test reports shall contain the following as a minimum”

a. Name of company and date.

b. GAT purchase order number.

c. Nomenclature of material supplied.

d. Actual analysis of materials.

e. Signature of authorized personnel and date.

  1. Certification of Special Process – Each shipment must be accompanied by a legible copy of a certification that identifies the special process used such as, but not limited to, heat treating, plating or coating, shot peening, or as described in this order. Detailed descriptions for specific inspections must be indicated  as described in this order such as penetrant testing, magnetic particle, radiographic, or ultrasonic inspectio  All welding certifications must include the welder’s stamp or identification number traceable to the applicable qualification and test records.  Qualification records, when applicable  for welding and specific inspections, shall be on file and available for review upon request.  Certifications shall include the following as a minimum

a. Name of company and date.

b. GAT purchase order number, drawing number and revision.

c. Complete nomenclature or specification, revision, type, grade, class and acceptance/ rejection criteria as applicable.

d. Statement that includes, “All qualifications/ inspection records are available for review upon request”.

e. Signature of authorized personnel, title, and date.

  1. Handling and Workmanship – Care shall be taken during handling  as not to damage parts due to nicks, scratches, gouges on threads, corners or surface  All items on this order shall be manufactured and finished to the highest workmanship standards.  Particular attention shall be given to cleaning, foreign materials, identifications, and overall appearance. The cleaning methods shall not be injurious to any of the items, nor shall the items be contaminated by the cleaning agent.
  1. Marking and Packing – All packages supplied on this order shall be marked with the GAT purchase order number and item number. Items shall be packaged  in a manner that shall assure adequate protection from damage and corrosion during handling  and transit. This provision does not change any specific packaging requirements specified in the purchase order.
  1. Source Inspection  Required – Source inspection, either by GAT or their customer, is to be performed at the Seller’s facility prior to shipment.   Contact  GAT upon receipt of this order for appropriate scheduling requirement
  1. Inspection reports completed by the Seller which provide evidence of inspection and compliance to all applicable  drawings and specifications are required with the delivered part
  1. GAT Supplied Materials – Some or all of the materials to be used in the manufacture of this order will be supplied by GAT.  Replacement or substitution of the materials supplied by GAT is prohibited unless approved by GAT in writing. The Seller shall provide a signed statement of compliance that states:  “The materials supplied by GAT were used in the manufacture of the parts and that only the materials supplied were used to produce the parts”.
  1. Changes in Product and/or Process Definition – The Seller is required to notify GAT of changes in product and/or process definition and, where required, obtain organizational approval.
  1. Changes in Material or Design Details – The Seller agrees to not make any change in materials or design details which would affect the part or any component  part thereof with regard to (a) part number identification (b) physical or functional  interchangeability and (c) repair and overhaul procedures and processes and material changes which affect these processes without prior approval of GAT and without revising the part numbers and the originals of all drawings or data.
  1. Material and/or Finished Part Testing – The Seller shall certify that material and/or finished parts shall be controlled and tested in accordance with, and shall meet, specified order requirements, and that all applicable records are on file subject to examinatio The Seller shall furnish certified copies of test and/or control data upon request from the GAT procurement representative.
  1. Evidence of Acceptance by Quality Assurance – The Seller shall provide evidence of acceptance  by its quality assurance department on all shipment   (a) Certified physical and metallurgical test reports where required by controlling specification, or (b) a signed, dated statement on the packing sheet certifying its quality assurance department has inspected the parts and they adhere to all applicable  drawings and/or specifications.
  1. Discrepancies in Process or Product – The Seller shall immediately  notify GAT in writing when discrepancies in Seller’s processes or product are discovered or suspected for products Seller has delivered or will deliver under this agreement.
  1. First Article Inspection  – First Article Inspection  (FAI) shall be performed by the Seller.  The Seller shall inspect each characteristic of each detail part and/or assembly drawing and provide inspection documentation that the part and/or assembly meets the requirements of each drawing. The actual part/assembly that represents the FAI shall be identified as suc  The Seller shall provide a markup (ballooned) drawing with the FAI inspection documentation that corresponds to each feature represented on the inspection documentation.