United Airlines- Purchase
Order Terms and Conditions
ACKNOWLEDGMENT
AND ACCEPTANCE. This purchase order (order) shall only become effective when it
is accepted by seller by promptly replying to the blanket purchase order email
or when seller ships the order or any part thereof. Acceptance is limited to the terms and conditions of this
order. No waiver, modification or
additions to the terms of this order shall be valid unless in writing and
signed by an authorized representative of buyer. Further, no change or modification of this order shall be
allowed after its acceptance by seller unless authorized by a change order
signed by an authorized representative of buyer.
INVOICING. Seller will deliver a
separate original invoice for each Purchase Order or for each shipment (if more
than one) made on the order and if the shipment completes the order, the
following notation must appear thereon: ŇThis shipment completes this orderÓ.
The invoice, bill of lading and shipping memorandum will be dated as of the date
of actual shipment and the cash discount period, if any, will date from the
actual receipt of acceptable goods ordered herein or the actual date of receipt
of the invoice in the BuyerŐs office, whichever is later, and not from the date
of invoice.
PRICE. If this order is not priced,
it shall not be filled at prices higher then those last quoted or charged the
Buyer, unless such increased price has been authorized by Buyer. The price will
include all taxes except state or local sales or use taxes or similar taxes
which Seller is required by law to collect from Buyer. Such taxes, if any,
shall be separately stated in SellerŐs Invoice and paid by Buyer unless an
exemption is available. Seller shall not charge Buyer for boxing, packing,
crating, carting, hauling, storage or transportation to point of delivery
unless previously agreed to in writing by Buyer. Seller agrees that any price reduction made with respect to
the articles covered by this order subsequent to its placement but prior to
payment will be applicable to this order. Seller shall comply with the shipping
instructions specified on the purchase order.
CONFIRMING
PURCHASE ORDERS. Orders marked ŇConfirming OrdersÓ have already been placed and
should not be duplicated. If duplication occurs, the Buyer
reserves the right to reject all such duplications.
CANCELLATION. If the Seller refuses or
fails to provide any service or to make deliveries of the articles within the
time specified in this order or any extension thereof, Buyer may terminate the
right of Seller to provide any service or to deliver the articles, except when
delay of Seller is due to unforeseeable causes beyond the control and without
the fault or negligence of Seller including, but not restricted to acts of God,
acts of Government, fires, floods, epidemics,
quarantine restrictions, strikes, freight embargoes, but not including
delays caused by subcontractors or suppliers; provided that, Seller shall have,
within ten (10) days from the beginning of such delay, notified Buyer in
writing of the causes of the delay and provided further that if any such delay
exceeds sixty (60) days, Buyer may terminate the right of Seller to deliver the
article.
REDUCTION
IN OPERATIONS. Notwithstanding any other provision herein, if the point of
delivery of any article or service is a Buyer facility where Buyer operations
are expected to cease or be substantially reduced because of any cause beyond the control of Buyer or because Buyer,
in its sole business judgment, decides to
close or substantially reduce the operations of the facility, Buyer may
terminate this Agreement with respect to such article or service at the
affected facility upon thirty (30) daysŐ prior written notice.
TERMINATION. If either party (the
Defaulting Party) becomes insolvent; if the other party (the ŇInsecure PartyÓ)
has evidence that the Defaulting Party is not paying its bills when due without
just cause; if a receiver of the Defaulting PartyŐs assets is appointed; if the
Defaulting Party takes any step leading to its cessation as a going concern; or
if the Defaulting Party either ceases or suspends operations for reasons other
than a strike, then the Insecure Party may immediately terminate this order on
written notice to the Defaulting Party, unless the Defaulting Party immediately
gives adequate assurance, satisfactory to the Insecure Party of the future
performance of this order by the Defaulting Party. If bankruptcy proceedings are commenced with respect to the
Defaulting Party and if this order has not terminated, then the Insecure Party
may suspend all further performance of this order until the Defaulting Party
assumes or rejects this order pursuant to ¤365 of the Bankruptcy Code or any
similar or successor provision. Any such suspension of further performance by
the Insecure Party pending the Defaulting PartyŐs assumption or rejection will
not be a breach of this order agreement and will not affect the Insecure
PartyŐs right to pursue or enforce any of its rights under this order or
otherwise, including BuyerŐs right to procure the articles or services from any
other supplier or suppliers of BuyerŐs choice.
SPECIFICATIONS. Except as otherwise stated,
all material or equipment for aircraft construction listed herein to which
Government or BuyerŐs specifications are applicable, must comply with such
specifications current as of the date of this order. Other material or
equipment shall conform to the grading standards recognized by SellerŐs
industry and Government approved grading as represented to the Buyer by the
Seller. Should any such
specification or standard be revised prior to shipment, Seller, by first
obtaining consent of Buyer, may furnish such material or equipment in
accordance with revised specifications or standards. Where a specification
number is noted for supplies ordered, Seller must supply in triplicate a
notarized report confirming manufacture of materials to the specification. This
report must bear BuyerŐs Purchase Order number and a description of materials
shipped. The report must be mailed at time of shipment direct to Buyer.
INSPECTION. All articles or services
ordered hereunder will be subject to final inspection and approval of the Buyer
and any such articles or services which do not comply with this order or which
contain defective material or workmanship may be rejected by Buyer irrespective
of date of payment thereof. Title
to articles ordered will not pass to Buyer until Buyer inspects and accepts the
shipment. The Buyer may, at
BuyerŐs option, hold any articles rejected for cause for the SellerŐs
instructions or return them to the Seller at SellerŐs expense.
PATENT
PROTECTION. Seller shall defend, indemnify and hold harmless the Buyer, its
officers, directors, employees, successors, assigns and customers against
proceedings at law, claims, suits, losses, damages, judgments, fines, costs and
any and all liability or expense arising out of or in connection with any claim
that the use of articles or materials furnished by the Seller hereunder
infringes any existing patent, copyright, trade secret, trademark or other
proprietary right. Buyer agrees to
give Seller notice of any such claim, suit, action or demand of which Buyer has received notice. Any design development during the
manufacture of items of the BuyerŐs original design becomes the property of the
Buyer. No patent application is to
be made by the Seller in connection with such design development without the
prior written approval of Buyer.
If any of the articles ordered herein purport to be protected by one or
more patents or copyrights, and a decree or judgment be entered in a court of
competent jurisdiction holding invalid any such patents or copyrights or any of
the protection which it purports to give, this order agreement may forthwith be
cancelled by the Buyer.
WARRANTIES. The Seller warrants that the
articles or services to be supplied hereunder are fit and sufficient for the
purpose intended; that they are merchantable, of good quality and free from
defects, whether patent or latent, in material and workmanship; and will
conform to applicable specifications, instructions, drawings, data and samples.
The Seller warrants that it has good title to all articles supplied and that
they are free and clear from all liens and encumbrances. Such warranties, together with service
warranties and guarantees, shall run to the Buyer, its officers, directors,
employees, successors, assigns, and customers.
ASSIGNMENT. Neither party may assign
this order or any rights or obligations herein without first obtaining the
written consent of the other party; provided that consent is hereby given to an
assignment to any corporation with which either party may merge or consolidate
or which may succeed to its business.
CONFIDENTIAL. The Seller shall not
disclose the terms of this order or any information concerning this order to
any third party, except as herein specified without first obtaining the prior
written consent of the Buyer.
ADDITIONAL
TERMS – SERVICES. If this Purchase Order covers the furnishing of services or
labor and materials, the commencement of work shall constitute, in the absence
of a prior written acceptance, the acceptance of the general terms set forth in
this order and the following shall apply:
(1) Independent
contractor status and liability-Seller agrees that he is an independent
contractor and as such shall be solely responsible for injury to or death of
persons and damage to or loss of property resulting from the quality of or
manner in which work is performed pursuant to this order agreement. All persons performing work hereunder
shall be under the exclusive care, custody, control and direction of Seller and
Seller shall have the sole right to employ, discharge and direct such
persons. All work shall be
performed in a professional and workmanlike manner.
(2) Indemnity- Seller will defend, indemnify, and hold
harmless United, its officers, employees, and agents (collectively ŇUnitedÓ)
against and from all claims, suits, judgments, losses, damages, fines or costs
(including reasonable attorneys fees and expenses) resulting from any claim,
suit or demand by any third party, including but not limited to injuries to or
deaths of persons or loss of or damage to property, arising out of (i) the
provision of any Services or products by Seller under this Agreement, or (ii)
any failure of supervision, negligence, or willful misconduct of Seller in
connection with SellerŐs performance under this Agreement, all except to the
extent caused by the negligence of United. SellerŐs obligations under this paragraph will survive the
termination of this Agreement.
(3) Insurance-As
specified in the Comments Section of BuyerŐs Blanket Purchase Order, Seller
shall maintain appropriate insurance, where applicable to the type of service
being performed, of the following categories: Public Liability, General Property Damage, WorkmenŐs
Compensation, Automobile Public Liability and Property Damage. Such insurance will be endorsed to name United as an additional insured
to the extent of the contractual obligations assumed by Vendor under this
Agreement. Certificates evidencing such insurance will be provided to United
prior to or upon execution/acceptance of this Agreement, will contain
appropriate cross liability clauses and waivers of subrogation, and will
provide that United will be given at least thirty (30) days advance written
notice in the event of cancellation, termination, or material modification of
the coverage.
(4) Liens-Seller
shall keep the premises, property or improvements of Buyer free and clear from
all liens for work performed and materials furnished hereunder, and shall
indemnify Buyer against all costs, expenses, losses or damage resulting from
the filing of any and all such liens.
COMPLIANCE
WITH LAWS. Seller agrees to comply with all applicable state, federal and
local laws, including, but not limited to, all applicable requirements of the
Federal Government, pertaining to non-discrimination in employment and
facilities, including, without limitation, the provisions contained in 41
CFR60-250.4 and 741.4, Paragraphs 1 through 7 of Part II, Nondiscrimination In
Employment by Government Contractors and Subcontractors of Executive Order
11246, (as amended by Executive Order 11375), Certification of Nonsegregated Facilities (41 CFR, Chap. l,
Section 1-12, 803.10), and all provisions of 29 CFR part 470 (Executive
Order 13201). If applicable,
this purchase order incorporates by reference the federal contract clause and
requirements found at 48 C.F.R. 52.219-8, ŇUtilization of Small Business
Concerns.Ó
CERTIFICATION. SellerŐs acceptance of this
order, shall constitute a certification that all articles delivered hereunder
were produced in conformance with the Fair Labor Standards Act.
GOVERNING
LAW. This order and any dispute arising under or in connection with
this order, including any action in tort, shall be governed by the laws of the
State of Illinois.
EO 10/02/06