Altum Aerospace will not accept any returns without a written authorization. Returns may be subject to a 25% restocking fee plus shipping charges. Altum Aerospace will not issue any RMAs after 15 days from delivery. Refused packages will be subject to a 50% restocking fee plus shipping charges. Finance charges of 10% per annum will be added to the extent allowed by law to all invoices not paid in full by due date.
The following terms and conditions provide Altum Aerospace Sellers with the guidelines and legal stipulations of our purchase order contract and are the Terms and Conditions for all Altum Aerospace purchase orders. This Purchase Order ("Order") is Altum Aerospace ("Purchaser") offer to purchase from Seller the goods and/or services which are described on the face of the Order.
Seller's full or partial performance under this Order will constitute acceptance of these terms and conditions. By acceptance of this Order, Seller agrees to be bound by, and to comply with all the terms and conditions of this Order, which includes any supplements to it, and all specifications and other documents referred to in this Order. These terms and conditions apply to everything listed in this Order and constitute Purchaser's offer to Seller, which Purchaser may revoke at any time before Seller accepts it. This Order is not an acceptance by Purchaser of any offer to sell, any quotation, or any proposal. Reference in this Order to any such offer to sell, quotation, or proposal will not constitute a modification of any of these terms and conditions. Terms and conditions different from or in addition to these terms and conditions, whether contained in any acknowledgment of this Order, or with delivery of any goods or services under this Order, or otherwise, will not be binding on Purchaser, whether or not they would materially alter this Order, and Purchaser hereby rejects them. These terms and conditions may be modified only by a written document signed by duly authorized representatives of Purchaser and Seller.
Time is of the essence of this Order. Purchaser may by written notice of default to Seller (a) terminate all or any part of this Order in any one of the following circumstances: (i) if Seller fails to perform within the time specified herein or any extensions agreed to by Purchaser in writing; or (ii) if Seller fails to perform any of the other provisions of this Order, or so fails to make progress as to endanger performance of this Order in accordance with its terms, and in the circumstances set out in clause (ii) does not cure such failure within a period of ten (10) days (or such longer period as Purchaser may authorize in writing) after receipt of notice from Purchaser specifying such failure; and (b) procure, on such terms as it will deem appropriate, goods or services similar to those so terminated. Seller will continue performance of this Order to the extent not terminated and will be liable to Purchaser for any excess costs for such similar goods or services. As an alternate remedy, and in lieu of termination for default, Purchaser, at its sole discretion, may elect to extend the delivery schedule and/or waive other deficiencies in Seller's performance, in which case an equitable reduction in the Order price will be negotiated. If Seller for any reason anticipates difficulty in complying with the required delivery date, or in meeting any of the other requirements of this Order, Seller will promptly notify Purchaser in writing. If Seller does not comply with Purchaser's delivery schedule, Purchaser may require delivery by fastest way and charges resulting from the premium transportation must be fully prepaid and absorbed by Seller.
Purchaser may by written communication cancel or make changes to any Purchase Order subject to an equitable adjustment in the price, delivery schedule, or both, where appropriate. Purchaser may cancel the Purchase Order when any of the terms stated in the Purchase Order are not performed by the Seller.
This Order must not be filled at a price higher than shown on the face of the Order. In any event, goods and services ordered under this Order will not be billed at a higher price than last quoted or charged without Purchaser's specific written authorization. Purchaser will be entitled at all times to set off any amount owed at any time by Seller or any of its affiliates to Purchaser or any of its affiliates against any amount payable at any time by Purchaser in connection with this Order. No extra charges of any kind will be allowed unless specifically agreed to in writing by the Purchaser. Seller warrants to Purchaser that the prices for the goods or services sold to Purchaser under this Order are not less favorable than those currently extended to any other customer for the same or similar goods and/or services in equal or less quantities. If Seller reduces its prices for such goods and/or services during the term of this Order, Seller shall correspondingly reduce the prices of goods and/or services sold thereafter to Purchaser under this Order.
As full consideration for the delivery of goods and/or performance of the services and the assignment of rights to Purchaser as provided herein, Purchaser shall pay Seller the amount specified in the applicable Purchase Order. Seller shall submit invoices showing applicable Purchase Order number, description of goods, quantity, unit prices, extended totals, completion date of services (if any), shipping date, product serial numbers and any other information requested by Purchaser. All properly submitted and undisputed invoices will be paid within sixty (60) days of the date the invoice is received by Purchaser unless otherwise specified in the Purchase Order. Payment of any invoice shall not constitute acceptance of any goods. An invoice may be rejected for noncompliance with any terms and conditions. Any credit memos due to Purchaser’s organization shall be transacted within five (5) business days. All invoices shall be issued in the currency as set out in the Purchase Order. The mode of payment shall be at Purchaser’s sole discretion and all bank charges or back charges relating thereto shall be borne by Seller.
All goods must be packaged in the manner as specified by Purchaser and shipped in the manner and by the route and carrier designated by Purchaser. If Purchaser does not specify the manner in which the goods must be packaged, Seller shall package the goods so as to avoid any damage in transit. If Purchaser does not specify the manner of shipment, route or carrier, Seller shall ship the goods at the lowest possible transportation rates, consistent with Seller's obligation to meet the delivery schedule set forth in this Order. The applicable Purchase Order number must appear on all shipping containers, packing lists, delivery tickets and bills of lading.
Acceptance of deliveries not in conformance with the Purchase Order or the terms of this Agreement shall not be deemed a waiver of Seller liable for any loss or damage to Purchaser or modify obligation to make future deliveries in conformance with the terms herein. Shipments which do not conform to the terms of this Agreement may be returned to Seller and Seller shall pay Purchaser for all handling and transportation costs incurred in connection therewith. Seller shall bear all costs of shipping, transportation and packing unless otherwise agreed to in writing by Purchaser. Purchaser's payment for the goods shall not constitute its acceptance of the goods. Payment, if any, made for any good rejected hereunder shall be promptly refunded by Seller. Seller will provide and maintain an inspection and process control system acceptable to Purchaser and its customer covering the goods and services ordered. Records of all inspection work by Seller will be kept complete and available to Purchaser and its customer during the performance of this Order and for seven (7) years after Seller's completion of this Order. If any of the goods or services are found at any time to be defective in material or workmanship, or otherwise not in conformity with the requirements of this Order, including any applicable drawings and specifications, then Purchaser, in addition to such other rights and remedies it may have by contract or by law or equity, at its sole discretion may reject and return such goods at Seller's expense, require Seller to inspect the goods and remove nonconforming goods and/or require Seller to replace nonconforming goods or services with conforming goods or services.
Seller represents and warrants that (a) all goods and services are free of any claim of any nature by any third person and that Seller will convey clear title to Purchaser, (b) all services are performed in a manner acceptable in the industry and in accordance with generally accepted standards, are free from all defects, are fit for the particular purposes for which they are acquired and are provided in strict accordance with the specifications or other requirements (including performance specifications) approved or adopted by Purchaser, and (c) all goods sold will be of merchantable quality, free from all defects in design, workmanship and materials, and fit for the particular purposes for which they are purchased and that the goods and services are provided in strict accordance with the specifications, samples, drawings, designs or other requirements (including performance specifications) approved or adopted by Purchaser. Purchaser's inspection, test, acceptance or use of the goods shall not affect Seller's obligations under these warranties. Seller shall replace or correct, at Purchaser's option and at Seller's cost, defects of any goods not conforming to these warranties. If Seller fails to correct defects in or replace nonconforming goods within ten (10) days from the date the Purchaser notifies Seller of the defect or defects, Purchaser may, upon ten (10) days prior written notice to Seller, either (i) make such corrections or replace such goods and charge Seller for all costs incurred by Purchaser, or (ii) revoke its acceptance of the goods in which event Seller shall be obligated to refund the purchase price and make all necessary arrangements, at Seller's costs, for the return of the goods to Seller. All warranties of Seller herein or which are implied by law shall survive any inspection, delivery, acceptance or payment by Purchaser. Any attempt by Seller to limit, disclaim, or restrict these warranties or any remedies of Purchaser, by acknowledgment or otherwise, in accepting or performing this Order, will be null, void, and ineffective without Purchaser's written consent.
Purchaser may terminate any Purchase Order upon written notice to Seller if Seller: (i) fails to perform or otherwise materially breaches any term of this Purchase Order and such failure or breach is not remedied within seven (7) days, becomes insolvent, or dissolves; (iii) breaches any confidentiality obligations; or (iii) assigns or attempts to assign this Purchase Order in whole or in part to a third party without prior written consent of Purchaser. Purchaser may terminate any Purchase Order in whole or in part at its discretion and without any liability to Seller for damages or loss (whether direct or indirect) upon thirty (30) days written notice to Seller, except for payment of the price of the goods supplied and services performed and accepted by Purchaser prior to the date of termination specified in such notice. Seller shall cease to provide goods under the applicable Purchase Order on the date of termination specified in such notice. Upon the termination of the Purchase Order for any reason, Seller will promptly deliver at the expense of Seller and in accordance with Purchaser's instructions to Purchaser all work product (whether in process or completed) created by Seller pursuant to such Purchase Order prior to the date of termination.
Notwithstanding any document marking to the contrary, any knowledge or information which the Seller will have disclosed or may later disclose to Purchaser, and which in any way relates to the goods or services covered by this Order will not, unless otherwise specifically agreed to in writing by Purchaser, be deemed to be confidential or proprietary information, and will be acquired by Purchaser, free from any restrictions. Seller will keep confidential any technical, process, economic, or other information derived from drawings, specifications and other data furnished by Purchaser in connection with this Order (in whatever form or format) and will not divulge, export, or use, directly or indirectly, such information for the benefit of any other party without obtaining Purchaser's prior written consent. Except as required for the efficient performance of this Order, Seller will not use such information or make copies or permit copies to be made of such drawings, specifications, or other data without the prior written consent of Purchaser. If any reproduction is made with prior consent, this notice will be provided. Upon completion or termination of this Order, Seller will promptly return to Purchaser all materials incorporating any such information and any copies, except for one record copy. Seller agrees that no acknowledgment or other information concerning this Order and the goods or services provided will be made public by Seller without the prior written agreement of Purchaser.
In the event that either party is unable to perform any of its obligations under the Purchase Order, or to enjoy any of its benefits because of (or if loss of the goods is caused by) natural disaster, actions or decrees of governmental bodies or communications line failure not the fault of, or that could not reasonably have been prevented or avoided by, the affected party (hereinafter referred to as a immediately give notice to the other party and shall do everything possible to resume performance. Upon receipt of such notice, all obligations under the Purchase Order shall be immediately suspended. If the period of nonperformance exceeds fifteen (15) days from the receipt of notice of the Force Majeure Event, the Party whose ability to perform has not been so affected may give written notice to terminate the Purchase Order. Except as provided herein, delays in delivery due to Force Majeure Events shall automatically extend the delivery date for a period equal to the duration of such Events; any warranty period affected by a Force Majeure Event shall likewise be extended for a period equal to the duration of such Event.
General: Seller shall comply fully with all applicable laws and regulations in the performance of this Purchase Order including without limitation all applicable import or export laws and regulations. Seller will otherwise comply in any and all
respects with all applicable laws, ordinances, rules and regulations and other legal requirements that apply to this Agreement.
Customs: Upon Purchaser's request, Seller will promptly provide Purchaser with a statement of origin for all goods.
Seller will not use any payment or other benefit derived from Purchaser to offer, promise or pay any money, gift or any other thing of value to any person for the purpose of influencing official actions or decisions affecting this Agreement, while knowing or having reason to know that any portion of this money, gift or thing will, directly or indirectly, be given, offered or promised to an employee, officer or other person acting in an official capacity for any government or agency or any political party, party official or candidate for political office. Seller will at all times refrain from engaging in any illegal, unfair or deceptive trade practices or unethical business practices. Seller shall at its expense obtain any and all permits, licenses, authorizations, and/or certificates that may be required in any jurisdiction or by any regulatory or administrative agency in connection with its activities hereunder.
The Purchase Order shall be governed by the laws of the country in which the goods are delivered to or the services are performed. Any dispute or cause of action which arises in connection with the Purchase Order shall be brought before a court of competent jurisdiction in the country in which the goods are delivered to or the services are performed.