Collection of your Personal Information
Trine Aerospace collects personally identifiable information, such as your e-mail address, name, home or work address or telephone number. Trine Aerospace also collects anonymous demographic information, which is not unique to you, such as your ZIP code, age, gender, preferences, interests and favorites.
There is also information about your computer hardware and software that is automatically collected by Trine Aerospace. This information can include: your IP address, browser type, domain names, access times and referring website addresses. This information is used by Trine Aerospace for the operation of the service, to maintain quality of the service, and to provide general statistics regarding use of the Trine Aerospace website. This policy covers both online and offline activities, including information that we collect through our website, marketing events, applications you submit online and in person (among other methods).
Please keep in mind that if you directly disclose personally identifiable information or personally sensitive data through any Trine Aerospace public message boards, this information may be collected and used by others. This includes any information that is part of your profile on a third party social network (such as Facebook) and that you allow the third party social network to share with us. Note: Trine Aerospace does not read any of your private online communications.
Trine Aerospace encourages you to review the privacy policies of websites you choose to link to from ours so that you can understand how those websites collect, use and share your information. Trine Aerospace is not responsible for the privacy policies or other content on websites outside of the Trine Aerospace family of websites.
In all cases, we strive to limit the amount of information we collect and store to that which is necessary to provide you the relevant services.
Use of your Personal Information
Trine Aerospace collects and uses your personal information to operate our website and deliver the services you have requested. Trine Aerospace also uses your personally identifiable information to inform you of other products or services available from our affiliates and us.
Trine Aerospace does not sell, rent or lease its customer lists to third parties. Trine Aerospace may, from time to time, contact you on behalf of external business partners about a particular offering that may be of interest to you. In those cases, your unique personally identifiable information (e-mail, name, address, telephone number) is not transferred to the third party. In addition, we may share data with trusted partners for a business purpose, for instance, to perform statistical analysis, send you email or postal mail, provide customer support, or arrange for deliveries, among other things. All such third parties are prohibited from using your personal information except to provide these services to Trine Aerospace, and they are required to maintain the confidentiality of your information.
Trine Aerospace does not use or disclose sensitive personal information, such as race, religion, or political affiliations, without your explicit consent.
Trine Aerospace keeps track of the websites and pages our customers visit within Trine Aerospace, in order to determine what Trine Aerospace services are the most popular. This data is used to deliver customized content and advertising within Trine Aerospace to customers whose behavior indicates that they are interested in a particular subject area.
Trine Aerospace websites will disclose your personal information, without notice, only if required to do so by law or in the good faith belief that such action is necessary to: (a) conform to the edicts of the law or comply with legal process served on Trine Aerospace or the website; (b) protect and defend the rights or property of Trine Aerospace; and, (c) act under exigent circumstances to protect the personal safety of users of Trine Aerospace, or the public.
California Consumer Privacy Act (CCPA)
On January 1, 2020, the California Consumer Privacy Act secured new privacy rights for California consumers. This act provides California residents with broad rights with respect to their personal information, and imposes significant new obligations on covered businesses.
- Right to Know – Consumers in California have the right to know what information companies collect about them, from which sources, how it is used, and to whom it is disclosed.
- Right to be Forgotten – Consumers have the right to request we remove all records from a business database.
- Right to Opt-Out – Businesses cannot sell or share your information if you exercise this right.
- Right to Non-Discrimination – Businesses cannot discriminate against you in price, service, etc. if you exercise your rights under CCPA.
When you make a request, we may ask you to provide verifying information, such as your name, email, or phone number. We will review the information provided and may request additional information via email or other means to ensure we are interacting with the correct individual. Please also be aware that making any such request does not ensure complete or comprehensive removal or deletion of Personal Information or content you may have posted, and there may be circumstances in which the law does not require or allow us to fulfill your request.
Please be aware that we do not accept or process requests through any other means (e.g. via fax, social media, other email addresses or telephone numbers, etc.)
The Trine Aerospace website uses “cookies” to help you personalize your online experience. A cookie is a text file that is placed on your hard disk by a Web page server. Cookies cannot be used to run programs or deliver viruses to your computer. Cookies are uniquely assigned to you, and can only be read by a web server in the domain that issued the cookie to you.
One of the primary purposes of cookies is to provide a convenience feature to save you time. The purpose of a cookie is to tell the Web server that you have returned to a specific page. For example, if you personalize Trine Aerospace pages, or register with Trine Aerospace’s website or services, a cookie helps us to recall your specific information on subsequent visits. This simplifies the process of recording your personal information, such as billing addresses, shipping addresses, and so on. When you return to the same Trine Aerospace website, the information you previously provided can be retrieved, so you can easily use the Trine Aerospace website features that you customized.
You have the ability to accept or decline cookies. Most Web browsers automatically accept cookies, but you can usually modify your browser setting to decline cookies if you prefer. If you choose to decline cookies, you may not be able to fully experience the interactive features of the Trine Aerospace services or websites you visit.
Security of your Personal Information
Trine Aerospace secures your personal information from unauthorized access, use or disclosure. We secure the personally identifiable information you provide on computer servers in a controlled, secure environment, protected from unauthorized access, use or disclosure. When we transmit personal information (such as a credit card number) to other websites, it is protected through the use of encryption, such as the Secure Socket Layer (SSL) protocol.
We do not collect information from children
Changes to this Statement
Trine Aerospace welcomes your comments regarding this Policy. If you have any questions or concerns about this notice, or about the privacy of your nonpublic personal information that you have provided via use of this website, or would like to opt out from future contact by Trine Aerospace, please contact Trine Aerospace at 5765 Taxi Way – Hangar 1
Colorado Springs, CO 80916. If you believe that Trine Aerospace has not adhered to this Statement, please contact Trine Aerospace. We will use commercially reasonable efforts to promptly determine and remedy the problem.
This website and all of its content, including, but not limited to, all text, graphics, logos, button icons, images, and software belongs to TRINE AEROSPACE, LLC. The design and layout of this website is the exclusive property of TRINE AEROSPACE, LLC and may not be used, copied, distributed or displayed in any way. All trademarks, logos, or service marks, whether registered or unregistered, are proprietary to TRINE AEROSPACE, LLC. This website may contain proprietary notices and copyright information, the terms of which must be observed and followed.
TRINE AEROSPACE, LLC Inc. grants you a limited license to make personal use of the website. Except as noted, you are not conveyed any right or license by implication, estoppel, or otherwise, to use, reproduce, transmit, perform, publish, modify, rewrite, create derivative works from, transfer or sell any content or information contained within this website, including but not limited to, any of TRINE AEROSPACE, LLC intellectual property.
Your limited license to use does not include, without limitation: (a) any resale or commercial use of the website or content therein; (b) the collection and use of any product listings or descriptions; (c) making derivative use of the website and its contents; and (d) use of any data mining, robots, or similar data gathering and extraction methods. You may not use, frame, or utilize framing techniques to enclose any TRINE AEROSPACE, LLC trademark, logo or other proprietary information (including the images found at this website, the content of any text or the layout/design of any page or form contained on a page) without TRINE AEROSPACE, LLC express written consent. Further, you may not use any meta tags or any other “hidden text” utilizing any TRINE AEROSPACE, LLC name, trademarks, or product names without TRINE AEROSPACE, LLC express written consent.
No images on this website may be used without first seeking TRINE AEROSPACE, LLC express permission. To request permission to use TRINE AEROSPACE, LLC intellectual property, email TRINE AEROSPACE, LLC at email@example.com. TRINE AEROSPACE, LLC reserves the right to refuse any permission request for any reason.
Any unauthorized use of this website will immediately terminate the limited license and/or rights granted herein. Unauthorized uses of TRINE AEROSPACE, LLC intellectual property may violate applicable laws including copyright laws, trademark laws (including trade dress), and communications regulations and statutes. All violators will be prosecuted to the fullest extent of the law, including the seeking of criminal prosecution when warranted.
Changes / Accuracy of Information Information may be changed or updated without notice. TRINE AEROSPACE, LLC may also make improvements and/or changes in the products and/or programs described in this information at any time without notice.
TRINE AEROSPACE, LLC assumes no responsibility regarding the accuracy of the information that is provided by this website and use of such information is at the recipient’s own risk. Information on this website may contain technical inaccuracies or typographical errors and may not be complete. Please note that such errors or inaccuracies or omissions may relate to the pricing of items available for purchase on this website. TRINE AEROSPACE, LLC reserves the right to cancel or refuse to accept any order placed for any reason. Prices and availability are subject to change without notice. TRINE AEROSPACE, LLC apologizes for any inconvenience. Reference should be made to the program documents for each fleet for precise terms and conditions.
Global Availability Information TRINE AEROSPACE, LLC publishes on the World Wide Web may contain references or cross references to TRINE AEROSPACE, LLC products, programs and services that are not announced or available in your country. Such references do not imply that TRINE AEROSPACE, LLC intends to announce such products, programs or services in your country. Consult your local TRINE AEROSPACE, LLC business contact for information regarding the products, programs and services that may be available to you.
TRINE AEROSPACE, LLC obligations with respect to its products and services are governed solely by the agreements under which they are provided, If you obtain a product or service from TRINE AEROSPACE, LLC off this website that is provided without an agreement, that product or service is provided “AS-IS” with no warranties whatsoever, express or implied, and your use of that product or service is at your own risk.
Links TRINE AEROSPACE, LLC makes no representations whatsoever about any other website which you may access through this one. When you access a non-TRINE AEROSPACE, LLC Web website, even one that may contain the TRINE AEROSPACE, LLC logo, please understand that it is independent from TRINE AEROSPACE, LLC, and that TRINE AEROSPACE, LLC has no control over the content on that Web website. In addition, a link to a non-TRINE AEROSPACE, LLC Web website does not mean that TRINE AEROSPACE, LLC endorses or accepts any responsibility for the content, privacy policies, security or the use of such a Web website. It is up to you to take precautions to ensure that your use is free of such items as viruses, worms, Trojan horses and other items of a destructive nature.
Disclaimer of Warranties All information is provided by TRINE AEROSPACE, LLC on an “AS-IS” basis only. TRINE AEROSPACE, LLC provides no representations and warranties, express or implied, including the implied warranties of fitness for a particular purpose, merchantability and non-infringement.
Exclusion of liability Your use of the website and any of its content or features is at your own risk. In no event will TRINE AEROSPACE, LLC nor any of its subsidiaries, affiliates, officers, directors, agents, contractors, representatives, employees, successors, or assigns, or any other party involved in creating, producing, or delivering this website, be liable to any party for any direct, indirect, punitive, incidental, special or other consequential damages for any use of this web website or content, or on any other hyper-linked web website, including, without limitation, any lost profits, business interruption, loss of programs or other data on your information handling systems or otherwise, even if we are expressly advised of the possibility of such damages. Because some states do not allow the limitation or exclusion of liability for consequential or incidental damages, the above limitation may not apply to you.
Law and Jurisdiction This Legal Statement and your use of the website are governed by the laws of the State Ohio without regard to its choice of law provisions. The courts of general jurisdiction located within Ohio shall have exclusive jurisdiction over any and all disputes arising out of, relating to, or concerning this Legal Statement and/or the website or in which this Legal Statement and/or the website are a material fact.
General This Legal Statement may not be modified except in writing. If any of these terms shall be deemed unlawful, void, or for any reason unenforceable, that provision shall be severed from these terms and shall not affect the validity and enforceability of the remaining provisions.
BUSINESS AVIATION GENERAL TERMS AND CONDITIONS
TRINE AEROSPACE & DEFENSE GENERAL TERMS AND CONDITIONS RIR
Trine Aerospace & Defense General Terms and Conditions RIR (Click to view/download PDF)
GENERAL TERMS & CONDITIONS
These General Terms and Conditions are set forth by TRINE Aerospace & Defense.
- Applicability – The purchase order to which these terms and conditions relate is an offer by Trine Aerospace, (“Buyer”) for the purchase of the goods specified on the face of such purchase order (the “Goods”) from the seller on the face of the purchase order (“Seller”) in accordance with and subject to these terms and conditions (the “Terms”; together with the terms and conditions on the face of such purchase order, the “Order”). The Order, together with any documents incorporated herein by reference, constitutes the sole and entire agreement of the parties with respect to the Order, and supersedes all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral, with respect to the subject matter of the The Order expressly limits Seller’s acceptance to the terms of the Order. These Terms prevail over any terms or conditions contained in any other documentation and conditions of sale or any other document issued by Seller in connection with the Order.
- Acceptance – Buyer and Seller shall be bound by the Order only when Seller: (i) executes and returns the acknowledgment; (ii) commences work pursuant to the Order; (iii) delivers to Buyer any one of the items ordered; or
(iv) renders for Buyer any of the services ordered. Buyer may withdraw the Order at any time before it is accepted by Seller. A Seller’s confirmation of acceptance, which may or may not include the Seller’s own terms and conditions, will not supersede the terms and conditions of this Order.
- Delivery Date – Seller shall deliver the Goods in the quantities and on the date(s) specified in the Order or as otherwise agreed in writing by the parties (the “Delivery Date”). Timely delivery of the Goods is of the essence. If Seller fails to deliver the Goods in full on the Delivery Date, Buyer may terminate the Order immediately by providing written notice to Seller and Seller shall indemnify Buyer against any losses, claims, damages, and reasonable costs and expenses directly attributable to Seller’s failure to deliver the Goods on the Delivery
- Quantity – If Seller delivers more or less than the quantity of Goods ordered, Buyer may reject all or any excess Any such rejected Goods shall be returned to Seller at Seller’s risk and expense. If Buyer does not reject the Goods and instead accepts delivery of Goods at the increased or reduced quantity, the Price for the Goods shall be adjusted on a pro-rata basis.
- Delivery Location – All Goods shall be delivered to the address specified in the Order (the “Delivery Location”) during Buyer’s normal business hours or as otherwise instructed by
- Shipping Terms – Delivery shall be made FOB Delivery Location, in accordance with the terms on the Seller shall give written notice of shipment to Buyer when the Goods are delivered to a carrier for transportation. Seller shall provide Buyer all shipping documents, including the commercial invoice, packing list, bill of lading and any other
documents necessary to release the Goods to Buyer within two business days after Seller delivers the Goods to the transportation carrier. The Order number must appear on all shipping documents, shipping labels, bills of lading, invoices, correspondence and any other documents pertaining to the Order.
- Title and Risk of Loss – Title passes to Buyer upon delivery of the Goods to the Delivery Seller bears all risk of loss or damage to the Goods until delivery of the Goods to the Delivery Location.
- Packaging – All shipments must be packaged to permit efficient handling and provide protection in shipment in accordance with carrier Buyer’s Order, government contract numbers and Seller’s packing list number must be shown on all invoices and packing lists. The Order number and Seller’s packing list numbers must appear on all bills of lading. Buyer’s count or weight will be conclusive on shipments not accompanied by the packing list. Seller shall issue an individual invoice for each shipment. Seller must provide Buyer prior written notice if it requires Buyer to return any packaging material. Any return of such packaging material shall be made at Seller’s expense.
- Amendment and Modification – No change to the Order is binding upon Buyer unless it is in writing, specifically states that it amends the Order and is from an authorized representative of Buyer may at any time by written notice make changes within the general scope of the Order in (i) shipping, and packaging instructions, and (ii) the place of delivery and Seller shall promptly proceed with the Order as changed. If any such change increases or decreases the cost of, or the time required for, the performance of the Order, an equitable adjustment in the price or delivery schedule, or both, will be made. Claim for such an adjustment must be made in writing within 30 days from the date the change is ordered, together with a cost breakdown or other facts to support such claim. Where the cost of property made obsolete or excess as a result of a change order is included in Seller’s claim for adjustment, Buyer shall have the right to prescribe the manner of disposition of such property.
- Standards of Work – Seller agrees that the performance of work and services pursuant to the requirements of the Order shall conform to high professional
11. Inspection and Rejection of Nonconforming Goods –
- All items shall be subject to inspection and test at all practicable times and places, including the period of manufacture, by Buyer and, if there is a Federal Prime Contract number on the face of the Order, the Government, but such inspections and tests shall be so performed as not to unduly delay the If such inspections or tests are made on Seller’s premises, Seller shall provide without charge reasonable facilities and assistance for the inspectors. All items are also subject to final inspection and acceptance at Buyer’s plant within a reasonable time after delivery notwithstanding any prior payments or other inspections.
- Buyer, at its sole option, may inspect all or a sample of the Goods, and may reject all or any portion of the Goods if it determines the Goods are nonconforming or If Buyer rejects any portion of the Goods, Buyer has the right, effective upon written notice to Seller, to: (i) rescind the Order in its entirety; (ii) accept the Goods at a reasonably reduced price; or (iii) reject the Goods and require replacement of the rejected Goods. If Buyer requires replacement of the Goods, Seller shall, at its expense, promptly replace the nonconforming Goods and pay for all related expenses, including, but not limited to, transportation charges for the return of the defective goods and the delivery of replacement Goods. If Seller fails to timely deliver replacement Goods, Buyer may replace them with goods from a third party and charge Seller the cost thereof and terminate the Order for cause. Any inspection or other action by Buyer under this Section shall not reduce or otherwise affect Seller’s obligations under the Order, and Buyer shall have the right to conduct further inspections after Seller has carried out its remedial actions.
12. AS9100 Specific Requirements for Seller –
- Seller is required to notify Buyer of nonconforming product when it is discovered at Seller’s locations and in cases where release to Buyer has occurred, if Buyer’s management and/or customer representative must review and disposition such nonconforming product according to established Buyer’s (or Buyer’s customers’) specifications and procedures.
- Seller is required to notify Buyer of changes in product and/or process, changes of suppliers, and changes of manufacturing facility location. Buyer’s management and/or customer representative must review and approve proposed process changes before they are implemented, where required by Buyer’s customers, and specified by Buyer.
- Seller is required to provide right of access by Buyer’s management, customers, and regulatory authorities to the applicable areas of all facilities, at any level of the supply chain, involved in the Order, and to all applicable
- When Buyer or its customer intend to perform verification at the Seller’s premises, Buyer shall state the intended verification arrangements and method of product release in the purchasing information.
- Seller is required to flow down to the supply chain the applicable requirements including Buyer’s customer
- Seller is responsible to take Corrective Actions when Buyer or Buyer’s customer flow down corrective action requirements in cases where it is determined that Seller is responsible for the Actions may be documented using Buyer’s Action Forms, Buyer’s customer forms, or the Seller’s form, as appropriate. Seller is required to respond to Corrective Action requests in a timely manner. Corrective Actions must demonstrate root cause analysis, action implementation, and verification of action effectiveness. Should actions prove ineffective, alternative actions may be requested or Seller may be disqualified from further use.
- Calibration Services or Calibrated Equipment – Seller of calibration services or calibrated equipment is required to provide certificates of calibration bearing traceability to the National Institute of Standards and Technology (NIST), reporting “as found’ information and “adjustment” information, as applicable and measurement data.
- Special Processes (e.g., welding, heat treating, plating, finishing, ) – Buyer requires Seller of special processes to provide evidence of process validation according to the requirements of AS9100D and ISO 9001:2015. 8.5.12. Evidence of validation could include a third-party registration to ISO 9001, AS9100 or similar standard that requires validation of special processes. Alternatively, suppliers of special processes may provide a letter or other evidence of process validation (e.g., from aerospace customers).
Evidence of process validation must demonstrate conformity to the following requirements (excerpted from AS9100/ISO 9001, 8.5.12):
For processes where the resulting output cannot be verified by subsequent monitoring or measurement, the organization shall establish arrangements for these processes including, as applicable:
- Definition of criteria for the review and approval of the
- Determination of conditions to maintain
- Approval of facilities and
- Qualification of
- Use of specific methods and procedures for implementation and monitoring the
- Requirements for documented information to be
- Price – The price of the Goods is the price stated in the Order (the “Price”). If no price is included in the Order, the Price shall be the price set out in Seller’s published price list in force as of the date of the Unless otherwise
specified in the Order, the Price includes all packaging, transportation costs to the Delivery Location, insurance, customs duties and fees and applicable taxes, including, but not limited to, all sales, use or excise taxes. No increase in the Price is effective, whether due to increased material, labor or transportation costs or otherwise, without the prior written consent of Buyer.
- Payment Terms – Seller shall issue an invoice to Buyer on or any time after the completion of delivery and only in accordance with the Buyer shall pay all properly invoiced amounts due to Seller within 30 days after Buyer’s receipt of such invoice, except for any amounts disputed by Buyer in good faith. All payments hereunder must be in US dollars.
- Set-off – Without prejudice to any other right or remedy it may have, Buyer reserves the right to set off at any time any amount owing to it by Seller against any amount payable by Buyer to Seller under the
- Warranties – Seller warrants to Buyer that for a period of 90 days from the Delivery Date, all Goods will: (a) be free from any defects in workmanship, material and design; (b) conform to applicable specifications, drawings, designs, samples and other requirements specified by Buyer; (c) be fit for their intended purpose and operate as intended; (d) be merchantable; (e) be free and clear of all liens, security interests or other encumbrances; and (f) not infringe or misappropriate any third party’s patent or other intellectual property These warranties survive any delivery, inspection, acceptance or payment of or for the Goods by Buyer. These warranties are cumulative and in addition to any other warranty provided by law or equity. Any applicable statute of limitations runs from the date of Buyer’s discovery of the noncompliance of the Goods with the foregoing warranties. If Buyer gives Seller notice of noncompliance with this Section, Seller shall, at its own cost and expense, promptly replace or repair the defective or nonconforming Goods and pay for all related expenses, including, but not limited to, transportation charges for the return of the defective or nonconforming goods to Seller and the delivery of repaired or replacement Goods to Buyer. All warranties of Seller, whether created expressly by law or in fact, are incorporated herein by reference and shall include, and are supplemented by, the foregoing express warranties.
- General Indemnification – Seller shall defend, indemnify and hold harmless Buyer its subsidiaries, affiliates, successors or assignees and their respective directors, officers, shareholders and employees and Buyer’s customers (collectively, “Indemnitees”) against any and all loss, injury, death, damage, liability, claim, deficiency, action, judgment, interest, award, penalty, fine, cost or expense, including reasonable attorney and professional fees and costs, and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers (collectively, “Losses”) arising out of or occurring in connection with the products purchased from Seller or Seller’s negligence, willful misconduct or breach of the Terms. Seller shall not enter into any settlement without Buyer’s or Indemnitee’s prior written
- Patent Indemnity – Except where items are made entirely to Buyer’s design, Seller shall, at its expense, hold harmless and defend Buyer, its customers and all parties claiming under buyer against any loss, damage or liability which may be incurred on account of any claim or judgment involving infringement of any S. patent, copyright or trademark in the manufacture, use or disposition of any item supplied hereunder. Buyer shall notify Seller promptly of any suit instituted against Buyer and, to the full extent of its ability to do so, permit Seller to defend or settle same. In no event shall Seller enter into any settlement without Buyer’s or Indemnitee’s prior written consent. Nothing in these Terms and Conditions shall be construed or interpreted to limit or in any way restrict the rights of the U.S. Government in regards to data it owns or has a right to use. Seller agrees to flow down the applicable FAR and DFARS clauses to its lower-tier subcontractors as applicable.
- Tooling and Test Equipment – If the Price is stated to include jigs, dies, fixtures, patterns, or special test equipment and manufacturing aids used in manufacture of the items and drawings thereof (all hereinafter called tooling), such tooling becomes the property of Buyer or its customer immediately upon payment Tooling shall be used only for the benefit of Buyer or any of its customers, which have acquired the right to use such tooling. Tooling shall be kept in good condition, including necessary replacement, without expense to Buyer. Buyer shall pay for changes of design. Seller shall maintain proper property control records for such tooling and shall promptly furnish Buyer a list thereof on request. Unless otherwise directed by Buyer, upon completion or termination of the Order, Seller shall hold all tooling free of charge for six months subsequent to furnishing an inventory to Buyer with a request for disposition; any such tooling Buyer orders returned shall be delivered FOB Seller’s facility, properly crated for domestic shipment. No crating charge is to be included in Seller’s quotations unless expressly requested by Buyer.
22. Termination –
- By written notice to Seller of default, Buyer may terminate the Order in whole or in part if Seller becomes the subject of a proceeding under state or federal law for relief of creditors or makes an assignment for benefit of creditors, or if Seller fails to comply with any of its obligations under the Order. In such event, Buyer may purchase similar items elsewhere, and Seller shall be liable for any reasonable excess costs occasioned Buyer A waiver of a breach of any provision of the Order shall not constitute a waiver of any other breach. If, after notice of default issued hereunder, it is determined that Seller’s failure to perform the Order was due to unforeseeable causes beyond the control and without the fault of Seller, the rights and obligations of the parties shall be governed by paragraph (b) of this Section. The rights and remedies of Buyer under this Section are not exclusive and are in addition to any other rights and remedies afforded Buyer by law or under the Order.
- Buyer may terminate performance or work under the Order in whole or in part by written notice of termination, whereupon Seller will stop work on the date and to the extent specified in the notice and terminate all orders and subcontracts to the extent they relate to the terminated Within 60 days after receipt of such notice of termination, Seller will submit all its claims resulting from such termination. Buyer will have the right to check such claims at any reasonable time or times by inspecting and auditing the records, facilities, and work on materials of Seller relating to the Order. Payment made under this Section constitutes the Buyer’s only liability in the event the Order is terminated hereunder.
- Reproduction Rights – Seller grants Buyer the right to reproduce, use and disclose the reports, drawings, software and other data to be delivered by Seller to Buyer under the Order, but Buyer may not use same to produce items for sale in competition with
- Insurance – During the term of the Order and for a period of one year thereafter, Seller shall, at its own expense, maintain and carry insurance in full force and effect which includes, but is not limited to, commercial general liability (including product liability) in a sum no less than $1,000,000 with financially sound and reputable insurers. Upon Buyer’s request, Seller shall provide Buyer with a certificate of insurance from Seller’s insurer evidencing the insurance coverage specified in the The certificate of insurance shall name Buyer as an additional insured. Seller shall provide Buyer with 30 days’ advance written notice in the event of a cancellation or material change in Seller’s insurance policy. Except where prohibited by law, Seller shall require its insurer to waive all rights of subrogation against Buyer’s insurers and Buyer or the Indemnitees.
- Waiver – No waiver by any party of any of the provisions of the Order shall be effective unless explicitly set forth in writing and signed by the party so Except as otherwise set forth in the Order, no failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from the Order shall operate or be construed as a waiver
thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
- Confidential Information – All non-public, confidential or proprietary information of Buyer, including, but not limited to, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts or rebates, disclosed by Buyer to Seller, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential,” in connection with the Order is confidential, solely for the use of performing the Order and may not be disclosed or copied unless authorized by Buyer in Upon Buyer’s request, Seller shall promptly return all documents and other materials received from Buyer. Buyer shall be entitled to injunctive relief for any violation of this Section. This Section shall not apply to information that is: (a) in the public domain; (b) known to the Seller at the time of disclosure; or (c) rightfully obtained by the Seller on a non-confidential basis from a third party.
- Assignment – Seller shall not assign, transfer, delegate or subcontract any of its rights or obligations under the Order without the prior written consent of Any purported assignment or delegation in violation of this Section shall be null and void. No assignment or delegation shall relieve the Seller of any of its obligations hereunder.
- Severability – If any term or provision of the Order is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other
- Survival – Provisions of the Order which by their nature should apply beyond their terms will remain in force after any termination or expiration of the
- Relationship of the Parties – The relationship between the parties is that of independent contractors. Nothing contained in the Order shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner No relationship of exclusivity shall be construed from the Order.
- Compliance with Law – In performance of the work and shipment of Goods covered by the Order, Seller agrees to comply (and to bear all expense required for compliance) with the Fair Labor Standards Act of 1938, as amended, and regulations thereunder, all applicable provisions of the Walsh-Healy Act, the Buy American Act, the Occupational Safety and Health Act, the Equal Employment Act of 1972 and regulations thereunder, and all other applicable federal, state and local laws, rules, regulations and orders, and agrees to indemnify Buyer against any loss, cost, liability or damage whatsoever, including attorney’s fees, which may result from Seller’s violation of this Section. Seller agrees that Federal law applies to issues related to FAR and DFARS requirements and thus shall be adjudicated in the proper Federal court
- Disputes – Any dispute arising under this order which is not settled by agreement of the parties may be settled under the American Arbitration Association Commercial Rules; proceedings will be held in federal or state courts of Colorado. Pending any decision, appeal or judgment in such proceedings, or the settlement of any dispute arising under this order, Seller shall proceed diligently with the performance of the Order in accordance with the decision and instruction of Except as may be expressly set for in this document with the U.S. Government Contracting Officer’s express consent, the seller shall not acquire a direct claim or direct course of action against the U.S. Government.
- Government Contracts – If the face of this Order contains a Government Contract Number, Seller shall provide the
Goods and services set forth in the Order in compliance with the “required” and/or “required when applicable” provisions and clauses (collectively, the “Applicable Clauses”) contained in the agreement between Buyer and its customer, which are hereby incorporated by reference and made a part of this Order. Seller agrees that Buyer’s obligations to its customer under these Applicable Clauses flow down to the Seller, such that the Seller shall be obligated to perform this Order under these terms and conditions. The Applicable Clauses are available for Seller’s review upon Seller’s request, and Seller agrees that prior to acceptance of any Order, Seller will carefully read and review the Applicable Clauses. To the extent of any conflict or ambiguity between the Applicable Clauses and the Order, where a provision relates to criteria for quantity or quality of workmanship, materials, equipment, or standard of performance of the Goods or services, the greater quantity and higher quality shall govern. Any reference in the Applicable Clauses to a time period for compliance with reporting or notifications flowed down to Seller shall be adjusted by decreasing the response time by seven (7) calendar days so as to allow Buyer adequate time to comply at the higher tier.
- Counterfeit Parts and Products and New Material- For purposes of this clause, Goods are any tangible items delivered hereunder (including computer software or firmware embedded in electronic parts), including without limitation the lowest level of separately identifiable items, such as parts, articles, components, and assemblies. “Counterfeit Goods” are Goods that are or contain items misrepresented as having been produced, by an Original Component Manufacturer (OCM) or an Original Equipment Manufacturer (OEM) or having been obtained through an OCM/OEM authorized distributor chain, including without limitation unauthorized copies, replicas, or substitutes. The term “Counterfeit Goods” also includes Goods that have reached a design life limit, have false identifications of grade, serial or lot number, or have been damaged, but are misrepresented as
- Seller agrees and shall ensure that Counterfeit Goods are not delivered to Buyer. Goods shall not be acquired from independent distributors or brokers unless approved in advance in writing by When requested by Buyer, Seller shall provide OCM/OEM documentation that establishes the traceability of the affected items to the applicable OCM/OEM.
- In the event that Goods delivered hereunder constitutes or include Counterfeit Goods, Seller shall, at its expense, promptly replace such Counterfeit Goods with authentic Goods conforming to the requirements of this Subcontract. Notwithstanding any other provision contained herein, Seller shall be liable for all costs relating to the removal and replacement of Counterfeit Goods, including without limitation Buyer’s costs of removing Counterfeit Goods, of reinserting replacement Goods, and of any testing necessitated by the reinstallation of Goods after Counterfeit Goods have been exchanged. Seller shall include equivalent provisions in lower tier subcontracts for the delivery of items that will be included in or furnished as Goods to
- If Seller becomes aware that it has delivered Counterfeit Goods, it shall immediately notify Buyer and provide pertinent facts. Seller, at its expense, shall provide reasonable assistance to Buyer in any investigation relating to the delivery of Counterfeit Goods or Goods that are suspected to be Counterfeit
New Material – All goods to be delivered hereunder shall consist of new materials, as defined in FAR 52.211-5, not used, or reconditioned, remanufactured, or of such age as to impair its usefulness or safety.
- Conflict Minerals – Buyer fully supports the goals and objectives of Section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Act”) which aims to prevent the use of certain “Conflict Minerals” that directly or indirectly finance or benefit armed groups in the Democratic Republic of the Congo (DRC) or its adjoining countries (as defined in the Act). It is the expectation of Buyer that all our suppliers have a policy to reasonably assure that the tantalum, tin, tungsten and gold (“3TG”) in the products they manufacture are conflict free. In connection with that policy, Buyer expects our suppliers to undertake appropriate due diligence measures to determine if the 3TG materials in their products are being sourced from certified conflict-free smelters validated as compliant with the Conflict-Free Smelter Program (CFS) protocol and found on the CFS Compliant Smelter By accepting this order, Seller agrees to participate in future due diligence surveys from Buyer. Buyer routinely evaluates our relationship with
our suppliers and will consider the extent to which a supplier has failed to comply with these responsibilities under the Act. If it is determined that a supplier’s efforts are deficient, we may take appropriate action, including terminating our relationship with the supplier.
36. Work on Buyer and Third Party Premises –
- “Premises” as used in this clause means premises of Buyer, its customers, or other third parties where Work is being
- Seller shall ensure that Seller personnel working on Premises comply with any on-premises policies and comply with any required rules relating to the premises including, but not limited to the following: (i) do not bring weapons of any kind onto Premises; (ii) do not manufacture, sell, distribute, possess, use or be under the influence of controlled substances or alcoholic beverages while on Premises; (iii) do not possess hazardous materials of any kind on Premises without Buyer’s authorization; (iv) remain in authorized areas only; (v) do not conduct any non- Buyer related business activities (such as interviews, hiring’s, dismissals or personal solicitations) on Premises, (vi) do not send or receive non-Buyer related mail through Buyer’s or third party’s mail systems; (vii) do not sell, advertise or market any products or memberships, distribute printed, written or graphic materials on Premises without Buyer’s written permission or as permitted by law; and (viii) follow instruction from Buyer in the event of an actual or imminent safety or environmental hazard on
- Seller personnel and all other persons, property, and vehicles entering or leaving Premises are subject to
- Seller shall promptly notify Buyer and provide a report of any accidents or security incidents involving Seller personnel including but not limited to loss of or misuse or damage to Buyer’s, Buyer’s customer’s, or third party intellectual or physical assets, and all physical altercations, assaults, or
- (i) Prior to entry on Premises, Seller shall coordinate with Buyer to gain access for Seller For such purpose Seller shall provide information reasonably required by Buyer to ensure proper identification of personnel, including, but not limited to verification of citizenship, lawful permanent resident status, protected individual or other personal status.
- (ii) Seller personnel requiring unescorted access to Premises shall, prior to entry, be subject to a request for additional information as may be reasonably requested to enable unescorted access at the
- Seller shall ensure that Seller personnel: (i) do not remove Buyer, customer, or third-party assets from Premises without Buyer authorization; (ii) use Buyer, customer, or third-party assets only for purposes of this subcontract;
(iii) only connect with, interact with or use computer resources, networks, programs, tools or routines authorized by Buyer; and (iv) do not share or disclose user identifiers, passwords, cipher keys or computer dial port telephone numbers. Buyer may periodically audit Seller’s data residing on Buyer, customer, or third-party assets on Premises.
- Buyer may, at its sole discretion, have Seller remove any specified employee of Seller from Premises and require that such employee not be reassigned to any Premises under this
- Violation of this clause may result in termination of this subcontract in addition to any other remedy available to Buyer at law or in equity. Seller shall reimburse Buyer, customer, or third party for any unauthorized use of Buyer, customer, or third-party
- Seller shall advise the Buyer Contractual Representative of any unauthorized direction or course of
- Seller shall immediately report to Buyer all emergencies (e.g., medical, fire, spills or release of any hazardous material) and non- emergency incidents (e.g., job-related injuries or illnesses) affecting the Seller shall provide Buyer with a copy of any reports of such incidents Seller makes to governmental authorities.
37. Standards of Business Conduct, Ethics, Sustainability, and Social Responsibility –
- Buyer is committed to conducting its business fairly, impartially and in an ethical and proper These characteristics make it imperative that Buyer employees adhere to a particularly high ethical standard . Buyer values relationships that are grounded in a shared commitment to performing in accordance with the highest standards of professional business conduct and encourages all suppliers to implement an effective ethics program, including adopting a written code of conduct with a process for reporting concerns and preventing retaliatory actions. If Seller has cause to believe that Buyer, any employee or agent of Buyer, or any Subcontractor employee has acted improperly or unethically under this Subcontract, Seller shall report such behavior to the Buyer via Ethics email address at firstname.lastname@example.org.
- Seller shall not offer or give something of value to Buyer or any employees of Buyer for the purpose of obtaining or rewarding favorable treatment in connection with this Seller agrees that in connection with the services being provided by its contract and this subcontract, it shall neither undertake, nor cause, nor permit to be undertaken, any activity which either: (i) is illegal under any applicable Laws, or (ii) would have the effect of causing Buyer to be in violation of any United States, or other applicable Laws, including, but not limited to, the U.S. Foreign Corrupt Practices Act. Seller represents that it is familiar with and understands the provisions of the U.S. Foreign Corrupt Practices Act (FCPA) and the U.K. Bribery Act and that neither it nor any of its officers or directors is/are a government Official. Seller represents that none of its employees, officers, directors or agents who will work on the contract, or with Buyer on this subcontract has been indicted or otherwise linked to corrupt conduct or any other wrongdoing, based on all evidence from internal investigations and current law enforcement investigations. By accepting this Subcontract, Seller certifies that neither it nor any of its employees has made, nor has any employee of the Buyer solicited, a kickback in violation of the Anti-Kickback Act of 1986, 41 U.S.C. Chap. 87.
- Buyer is committed to minimizing our impact on the environment, promoting safe workplace conditions, and the protection of internationally proclaimed human In the performance of this subcontract, Buyer expects the Seller to comply with all local environmental, health, and safety regulations. Buyer encourages Seller to use processes, materials, and transportation methods that support sustainability of the environment throughout the supply chain (e.g., applying energy-efficient, environmentally friendly technologies to reduce waste, and emissions to air, water, and soil). Further, Seller shall not engage in the discrimination of employees or discriminate in the selection of lower-tier suppliers on the basis of sex, race, color, age, religion, creed, sexual orientation, national origin or citizenship, ancestry, disability, marital status, gender identity, military or veteran status, or any other basis protected by law.
38. Organizational Conflict of Interest –
Seller represents and warrants that its performance of this Subcontract does not constitute and will not create an organizational conflict of interest (OCI) as defined in FAR Part 9.5 or under any other applicable OCI clause or regulation. If during the course of performance, Seller becomes aware of any actual or potential organizational conflict of interest caused by its performance of this Subcontract, Seller shall promptly notify Buyer in writing of the nature of such actual or potential organizational conflict of interest. An OCI that, in the view of Buyer’s customer, cannot be mitigated, is a basis for termination of this Subcontract at no further cost to Buyer.
39. Export Control Compliance –
- Seller shall comply with all applicable U.S. and local export control laws and regulations, including the International Traffic in Arms Regulations (“ITAR”), the Export Administration Regulations (“EAR”) and the Foreign Asset Control
Regulations (“FACR”). The subject technology of this Subcontract (including data, services, software and hardware) provided hereunder, may be controlled under these laws and regulations (Controlled Technology). Controlled Technology may not be exported, re-exported, or retransferred without prior authorization in accordance with the ITAR and EAR. Access to Controlled Technology by Foreign Persons as defined by 22 C. F. R. 120.16 may require an export authorization. Seller has full responsibility for obtaining any export licenses or authorization required to fulfill its obligations under this Subcontract and export laws and regulations.
- Seller shall notify Buyer in writing if any deliverable under this Subcontract is Controlled Technology, provide the export classification of that Controlled Technology, and notify Buyer of any changes in that classification. Seller shall provide Buyer all information and documentation reasonably required for Buyer to prepare and submit any export license applications should Buyer need to obtain such a license in connection with a deliverable under this
- Notwithstanding any other provision of this Subcontract, no party shall take or be required to take any action that is prohibited or penalized under the laws of the United States or any applicable foreign jurisdiction, including without limitation the anti-boycott laws administered by the S. Commerce and Treasury Departments.
40. Ending Trafficking in Persons –
This contract incorporates by reference FAR clause 222-50 — Combating Trafficking in Persons. In addition to complying with the requirements of that clause, Seller shall immediately report to the Buyer Hotline at 855-753- 4367 credible information it receives of or an actual violation of the prohibitions in paragraph (b) of that clause. Reports may, in addition, be made to the Global Human Trafficking Hotline at 1-844-888-FREE and email@example.com.
Upon request, Seller shall provide information to Buyer demonstrating its compliance with the requirements of the clause, including, where applicable, a compliance plan and any corrective actions implemented as a result of any violations of the
41. Prohibition of Discrimination –
To the extent not exempt, this contractor and subcontractor shall abide by the requirements of 41 CFR §§ 60-1.4(a), 60-300.5(a) and 60-741.5(a). These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex, sexual orientation, gender identity, or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, sexual orientation, gender identity, national origin, protected veteran status, or disability. In addition, this contractor will not discharge or in any other manner discriminate against any employee or applicant for employment because such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another employee or applicant. To the extent not exempt, this contractor and subcontractor shall also abide by the requirements of 29 CFR Part 471, Appendix A.
- Retention of Records – Unless a longer period is specified elsewhere in these Terms and Conditions, or by law or regulation, Seller shall retain all records related to this Purchase Order / Subcontract for ten (10) years from the date of final payment received by Seller. Seller shall provide Buyer, or its customer, access to such records at no additional cost upon request.
- Use of the Work Product – Subcontractor shall not make any use of the work effort produced under the Order unless and until it has received the written permission of Contractor to do The withholding of such permission by Contractor is final and conclusive, and not an arbitral question of fact under Section 28 or subject to court review. The title to all such work efforts is in Contractor.
- Order of Precedence – In the event of any ambiguity or inconsistency in the Order, unless otherwise provided herein, the inconsistency or ambiguity shall be resolved by giving precedence in the following order to the various documents making up the Order:
- The provisions of the awarded Prime Contract (U.S. Government FAR and DFARS clauses) and/or Subcontract;
- Applicable Clauses contained in the agreement between Buyer and its customer;
- General Terms and Conditions contained in this Order; and
- Any other applicable Terms and Conditions agreed to between Buyer and Seller