Applicability. This purchase order is an offer by Broward Aviation Services, Inc. (the "Buyer" or “Broward Aviation”) for the purchase of the Goods (as more thoroughly defined below) specified on the face of this purchase order from the party to whom the purchase order is addressed (the "Seller") in accordance with and subject to these terms and conditions (the "Terms"; together with the terms and conditions on the face of the purchase order, the "Order"). This 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 Order. These Terms apply to any repaired or replacement Goods provided by Seller hereunder. Buyer is not obligated to any minimum purchase or future purchase obligations under this Order.
Definitions. For purposes of these General Purchase Order Terms and Conditions, the following words are defined as follows:
“Acceptable Documentation” means documentation meeting all the following elements:
A packing slip, invoice, or other commercial document typically used in the aviation industry from the certificated source and every party thereafter indicating that the Good was released from that source; and one of the following: (1) A non-incident statement from the certificated source indicating that the Good was not previously installed on an aircraft involved in an accident or incident; or (2) a statement indicating that the Good has never been subject to unusual heat, stress, or environmental conditions that could adversely affect the airworthiness of the Good; and a statement that the Good was not procured from any Government or any military source; and verification (such as a part marking where appropriate, OEM documentation, or written verification by the certificated source) that the Good was produced by OEM. All Airworthiness Directives (AD’s) that are represented as having been accomplished are documented. The Authorized Release Certificate or Inspection Report shall specify AD number, date, and verification of compliance.
“Seller” means a company or person that is selling a Good to Broward Aviation.
Loss or Damage. Risk of loss of a Good passes to Broward Aviation when the good (1) arrives at Broward Aviation in the case of a Good shipped to Broward Aviation, or (2) arrives at the customer’s facility in the case of a Good shipped directly to a Broward Aviation customer pursuant to Broward Aviation instructions. In the event that the Good is lost, stolen, damaged, or destroyed before risk of loss has passed to Broward Aviation, the Seller shall be responsible, at Broward Aviation’s sole discretion, for (1) providing to Broward Aviation a replacement Good meeting the same standards as the original Good (including contract terms related to expected arrival), or (2) paying to Broward Aviation all damages to which Broward Aviation would be entitled if Broward Aviation were to prevail in litigation related to the breach (including but not limited to lost profits and other incidental and consequential damages), or (3) refunding to Broward Aviation all payments made with respect to the lost, stolen, damaged, or destroyed Good, or (4), assuming Seller has not been paid, crediting to Broward Aviation the full invoice amount or voiding the transaction in its entirety.
Documentation. A Good delivered without Acceptable Documentation will be placed in quarantine until the Acceptable Documentation is provided. Such delay in providing the Acceptable documentation shall interrupt the receiving of the Good which may delay payment; if such delay occurs, payment count date will begin on the day the Good is successfully received with Acceptable Documentation by Broward Aviation.
A Good delivered to Broward Aviation must be traceable to one of the following certificated sources:
The Original Equipment Manufacturer (“OEM”);
An operator with an U.S. FAA Part 91 certificate;
An operator with an U.S. FAA Part 121 certificate;
An operator with an U.S. FAA Part 125 certificate;
An operator with an U.S. FAA Part 129 certificate;
An operator with an U.S. FAA Part 135 certificate;
An air agency with an U.S. FAA Part 145 certificate.
Acceptance. This Order is not binding on Buyer until Broward Aviation accepts the Order in writing.
Delivery Date. Seller shall deliver the Goods in the quantities and on the date(s) specified in this Order or as otherwise agreed in writing by the parties (the "Delivery Date"). If no delivery date is specified, Seller shall deliver the Goods within [3-5] days of Seller's receipt of the Order. 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 Date.
Quantity. If Seller delivers more or less than the quantity of Goods ordered, Buyer may reject all or any excess Goods. 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 the 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 this Order (the "Delivery Location") during Buyer's normal business hours or as otherwise instructed by Buyer.
Packaging. All goods shall be packed for shipment according to Buyer's instructions or, if there are no instructions, in a manner sufficient to ensure that the Goods are delivered in undamaged condition. 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 this Order is binding upon Buyer unless it is in writing, specifically states that it amends this Order and is signed by an authorized representative of Buyer.
Inspection and Rejection of Nonconforming Goods. Unless a longer time period is stated in the purchase order, Broward Aviation shall have 45 calendar days after delivery to Broward Aviation in which to inspect the Goods (the “Inspection Period”). Broward Aviation shall notify Seller of discrepancies found during this inspection period. In the event that Broward Aviation discovers discrepancies during inspection, Seller shall accept the return of the Goods. What constitutes a discrepancy shall be at Broward Aviation’s sole discretion. In such an event, cost of return shipping shall be borne by Seller. If Broward Aviation has not received the Return Instruction or Disposal Instruction in writing (via e-mail or other means of communication previously used in communications between Broward Aviation and Seller) within 90 calendar days of Broward Aviation’s initial request for Seller instructions, Seller (1) shall be deemed to have relinquished all its rights of ownership and all its other rights, if any, to the discrepant Goods, (2) assigns to Broward Aviation all ownership and all its other rights to the discrepant Goods, and (3) acknowledges that Broward Aviation may dispose of the discrepant Goods at its sole convenience and discretion. In the event Broward Aviation needs additional time to inspect the Goods, Broward Aviation shall send Seller a request for additional time to complete the inspection. Such request shall not exceed ninety (90) days.
Price. The price of the Goods is the price stated in the Order (the "Price").
Payment Terms. Seller shall issue an invoice to Buyer on or any time after the completion of delivery and only in accordance with the Terms. 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 and made by wire transfer or ACH.
Timing. In all Broward Aviation purchase orders, unless otherwise specified, time is considered of the essence with respect to Seller’s obligations. If no lead time is specified in the purchase order, then Seller must ship the ordered Good within 24 hours of the purchase order. The Seller must provide Broward Aviation with a copy of the airway bill number, or other applicable number, under which the Good is shipped by the shipping deadline. Failure by a Seller to meet a deadline specified in any purchase order or other agreement with Broward Aviation, or to provide the airway bill number, or other applicable number, will be considered a material breach, and Broward Aviation will be entitled, at its discretion, to cancel the purchase order.
Warranties. Seller warrants to Buyer that until the end of the Inspection Period, 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 rights. 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.
General Indemnification. Seller agrees to defend, hold harmless, and indemnify Broward Aviation, its affiliated companies, their directors, officers, employees and agents from and against any and all present and future liabilities, damages, losses, demands, fines, penalties and claims of any kind whatsoever, including all costs, expenses and reasonable attorneys’ fees incidental thereto, which are or may be suffered by, accrue against, be charged to, or be recoverable by reason of any loss or damage to property or injuries or death of any person arising from the Good that is the subject of these Purchase Order Standard Terms and Conditions.
Compliance with Law. Seller is in compliance with and shall comply with all applicable laws, regulations and ordinances of any jurisdiction through which the Goods are shipped.
Termination. Buyer may terminate this Order, in whole or in part, at any time with or without cause for undelivered Goods on [30] days' prior written notice to Seller. In addition to any remedies that may be provided under this Order, Buyer may terminate this Order with immediate effect upon written notice to the Seller, either before or after the acceptance of the Goods, if Seller has not performed or complied with any of these terms, in whole or in part. If the Seller becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors, then the Buyer may terminate this Order upon written notice to Seller. If Buyer terminates the Order for any reason, Seller's sole and exclusive remedy is payment for the Goods received and accepted by Buyer prior to the termination.
Limitation of Liability. Nothing in this Order shall exclude or limit (a) Seller's liability, or (b) Seller's liability for fraud, personal injury or death caused by its negligence or willful misconduct.
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 waiving. 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.
Force Majeure. No party shall be liable or responsible to the other party, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement, when and to the extent such party's (the "Impacted Party") failure or delay is caused by or results from the following force majeure events ("Force Majeure Event(s)"): (a) acts of God; (b) flood, fire, earthquake, pandemics, epidemics, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or action; (e) embargoes or blockades in effect on or after the date of this Agreement; (f) national or regional emergency; (g) strikes, labor stoppages or slowdowns or other industrial disturbances; and (h) other similar events beyond the reasonable control of the Impacted Party. The Impacted Party shall give notice within three (3) days of the Force Majeure Event to the other party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. In the event that the Impacted Party's failure or delay remains uncured for a period of fifteen (15) consecutive days following written notice given by it under this Section 24, the other party may thereafter terminate this Agreement upon three (3) days' written notice.
Assignment. Seller shall not assign, transfer, delegate or subcontract any of its rights or obligations under the Order without the prior written consent of Buyer. Any purported assignment or delegation in violation of this Section shall be null and void.
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 whatsoever. No relationship of exclusivity shall be construed from this Order.
No Third-Party Beneficiaries. This Order is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of these Terms.
Governing Law. All matters arising out of or relating to this Order shall be governed by and construed in accordance with the internal laws of the State of Florida without giving effect to any choice or conflict of law provision or rule (whether of the State of Florida or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Florida.
Submission to Jurisdiction. Any legal suit, action or proceeding arising out of or relating to this Order shall be instituted in the federal courts of the United States of America or the courts of the State of Florida in each case located in the County of Broward and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.
Costs and Attorneys’ Fees. In the event that either party incurs fees or costs pertaining to a dispute arising from this Agreement, the non-prevailing party shall be obligated to pay to the prevailing party any and all costs and fees, including attorneys’ fees, associated directly or indirectly with any such actions by the prevailing party.
Cumulative Remedies. The rights and remedies under this Order are cumulative and are in addition to and not in substitution for any other rights and remedies available at law or in equity or otherwise.
Severability. If any term or provision of this 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 jurisdiction.
