Terms and Conditions

  1. ACCEPTANCE OF PURCHASE ORDER. Agreement by Seller to furnish the products or services (collectively the “Goods”) ordered on the face of this Purchase Order or the commencement of performance by Seller, constitutes Seller’s acceptance of this Purchase Order (the “PO”), including the terms and conditions herein. Any terms or conditions proposed by Seller inconsistent with or in addition to these General Terms and Conditions are hereby objected to by Boeing Canada Operations Ltd., doing business as AeroInfo Systems (“Boeing”).


  2. SHIPMENT/DELIVERY. Seller agrees to deliver to Boeing on the date(s) specified in the PO the Goods, free and clear of all liens, claims and encumbrances. All Goods will be delivered FOB Destination unless otherwise specified in the PO, and title to Goods will remain with Seller until accepted by Boeing. Seller agrees to deliver Goods properly packaged for shipment, and no shipment is deemed completed until Boeing has received the bill of lading or transportation receipt. Transfer of title and risk of loss take place once the correct quantity and quality of items ordered have been accepted by Boeing in accordance with Section 4 below.


  3. DELIVERY/DELAYS. Seller shall strictly adhere to the delivery schedules set forth in this PO. Seller will immediately notify Boeing in writing of any actual or potential delays in delivery of Goods under this PO. In the event that Seller provides notice of delay, Boeing will at its sole discretion determine whether to allow an extension of time for delivery. There will be no price adjustment as to any such extension that Boeing may allow. Boeing may cancel this PO in whole or in part without liability if Seller cannot meet Boeing’s delivery requirements.


  4. INSPECTION/ACCEPTANCE. Seller agrees to deliver to Boeing on the date(s) specified in the PO the Goods, free and clear of all liens, claims and encumbrances. All Goods will be delivered FOB Destination unless otherwise specified in the PO, and title to Goods will remain with Seller until accepted by Boeing. Seller agrees to deliver Goods properly packaged for shipment, and no shipment is deemed completed until Boeing has received the bill of lading or transportation receipt. Transfer of title and risk of loss take place once the correct quantity and quality of items ordered have been accepted by Boeing in accordance with Section 4 below.


  5. INVOICE/PAYMENT/TAXES. Individual invoices must be issued for each PO, and must show the order number and itemized federal excise, state, or local taxes separately. If not so itemized, the price will be deemed to include all such taxes and the price will not be changed as a result of Seller’s failure to include any such applicable tax. Terms of payment are net thirty (30) days after acceptance or the receipt of an acceptable invoice.


  6. CHANGES. All changes to this PO must be authorized by a Boeing purchasing representative. Changes directed by any person other than Boeing’s authorized purchasing representative are not binding upon Boeing.


  7. TERMINATION/CANCELLATION. Boeing may terminate for its convenience and in its sole discretion further delivery of all or any separable part of this PO at any time by written notice to Seller. Payment to Seller will be based on that portion of the Goods satisfactorily delivered prior to the date of termination. Boeing is entitled to retain possession of Goods for which it has paid. Notwithstanding any termination or cancellation of this PO, Seller’s obligations set forth in sections 8, 9, 10, 12, 13, 20, 21, 25 and 26 will survive.


  8. WARRANTIES. Seller warrants that all Goods are new, merchantable, safe, fit for intended use, free from defects in design, workmanship, materials and installation, and will meet the functional and performance criteria set out in and otherwise conform with the specifications, plans, and drawings referenced in the PO or applicable to the Goods. Seller further warrants that any services which are supplied as Goods hereunder will be performed in a good, workmanlike and timely manner; be carried out by competent and trained personnel to the highest industry standards; and in accordance with the applicable service schedule or statement of work. Goods found to be defective in material or workmanship, nonconforming with specifications, plans or drawings or otherwise not as warranted above will, at Boeing’s option, be: (i) corrected or repaired by Seller; or (ii) replaced by Seller; or (iii) returned to Seller at Seller’s expense (including transportation and handling costs) for full refund; or (iv) services will be corrected and re-performed as warranted. Boeing shall have no liability for any returned Goods, and Seller shall bear all liability, responsibility, and expense for them. Goods replaced or repaired pursuant to this Section shall be subject to the same warranties set out above. Seller’s warranties inure to the benefit of Boeing, its successors, assigns, and customers.


  9. INDEMNITY. Seller will indemnify, defend and hold harmless Boeing, its parent, affiliates, directors, employees, successors, agents and customers, from and against all claims, (including claims by third parties), liability, economic loss, damage, costs and expenses (including attorneys’ fees), caused in whole or in part by any acts or omissions of Seller, its employees, servants, agents or subcontractors. Seller’s obligations under this indemnity will survive the expiration, termination, completion or cancellation of this PO.


  10. INTELLECTUAL PROPERTY PROTECTION. Seller warrants that none of the Goods furnished under this PO, nor the use thereof, will infringe any intellectual property right including but not limited to existing or future patent, copyright, trademark, trade name, trade secret, industrial design, semiconductor mask work, license, or other proprietary rights. Seller will indemnify, defend and hold harmless Boeing, its parent, affiliates, directors, employees, successors, agents and customers from and against all claims (including claims by third parties), liability, economic loss, damage, costs and expenses (including attorneys’ fees) relating to any actual or alleged infringement of any intellectual property right or any litigation based thereon, with respect to Goods (or any part thereof) covered by this PO, and any such obligation will survive acceptance of such Goods and payment made by Boeing. The fact that Boeing furnishes specifications to Seller with respect to Goods will neither relieve Seller from its obligations under this PO or limit Seller’s liability in connection with Goods, nor constitute an undertaking by Boeing to indemnify, defend or hold harmless Seller against any such claim which may arise from compliance with the specifications.


  11. REMEDIES/WAIVER. The remedies of Boeing set forth in this PO are cumulative and in addition to all remedies provided at law or in equity. No waiver of a breach of any provision of this PO constitutes a waiver of any other breach. All waivers must be in writing and signed by an authorized representative of Boeing.


  12. CONFIDENTIALITY.All specifications, data and other information furnished by Boeing or its agents (collectively, “Boeing’s Proprietary Information”) to Seller in connection with this PO (including this PO) will remain the exclusive intellectual property and confidential information of Boeing and will be treated by Seller as proprietary and will not be disclosed to third parties, or used other than for the performance of this PO, without the prior written approval of Boeing. In addition, the purchase of Seller’s Goods does not authorize Seller to use the name of or make reference to Boeing for any purpose in any releases for public or private dissemination. Seller will not divulge or use in any advertisement or publication any information pertaining to or relating to the existence of this PO without the prior written approval of Boeing. Notwithstanding the foregoing, Seller may disclose Boeing’s Proprietary Information to its subcontractors as required for the performance of this PO, provided that each such subcontractor first agrees in writing to the same confidentiality obligations imposed upon Seller under this PO. Seller shall be liable to Boeing for any breach of such confidentiality obligations by any subcontractor of Seller.


  13. OWNERSHIP/COPYRIGHT. Seller will disclose, deliver, and does hereby assign to Boeing all material, including inventions, discoveries, masks, models, devices, processes, data, plans, specifications, information and materials, products, deliverables, improvements, computer programs and software generated from this PO or created by Seller in performing services hereunder; all such materials are deemed to be “works made for hire”. Boeing owns all works made for hire and Seller assigns to Boeing all future intellectual property rights to works made for hire whether developed solely by Seller or in cooperation with Boeing. To complete said assignment, Seller and Boeing acknowledge that no further documentation is required and all such future intellectual property rights will vest in Boeing. All Goods produced for Boeing under this PO which are subject to or may be protected under the Federal Copyright Act are likewise deemed to be “works made for hire” and title to and ownership of such Goods and the copyright therefor will at all times vest in Boeing.


  1. INDEPENDENT CONTRACTOR. Seller’s status is that of an independent contractor and not that of an employee or agent of Boeing. Seller will ensure that all of its employees, agents and subcontractors that are assigned to work on Boeing’s premises will comply with all policies and procedures of Boeing, including those for safety and security. Seller’s employees, agents and subcontractors will be paid exclusively by Seller and Seller is solely responsible for the acts and omissions of its employees, agents and subcontractors. Seller will comply with all requirements and obligations relating to its employees under federal, state, and local law. Such compliance shall include, but not be limited to, laws regarding minimum wages, social security, unemployment insurance, federal, provincial or state income taxes, and workers’ compensation insurance.


  2. COMPLIANCE WITH LAWS. In providing Goods hereunder, Seller shall comply with all applicable laws and regulations of the United States and each country in which Goods are provided or will be performed. Specifically but without limitation, Seller agrees to comply with the U.S. Foreign Corrupt Practices Act, U.S. and Canadian regulations for export control, and all other applicable laws related to anti-corruption and export/import. Supplier will not promise, offer or make any payment or gift directly or indirectly to any owner, affiliate, officer, director, employee or representative of any entity, or to any Foreign Official, that would constitute or appear to constitute a bribe, a kickback, or an illegal payment either during or after termination of this PO. Boeing will be excused from performance and/or may terminate this PO if it determines in its sole discretion that Seller or any agent thereof has engaged, might engage or will engage in any activity that reasonably may be determined to violate U.S. or local law. As used herein, “Foreign Official” means any officer or employee of a non-U.S. government or public international organization, or any agency department or instrumentality thereof, including officers or employees of a government owned, controlled, operated airline or other state-owned enterprise; any person acting on behalf of such government department, agency, instrumentality or public international organization; or any official of any non-U.S. political party or candidate for foreign political office. Seller agrees to defend, indemnify and hold harmless Boeing, its parent, affiliates, directors, employees, successors, agents and customers from and against all claims (including claims by third parties), liability, economic loss, damage, costs and expenses (including attorneys’ fees) relating to Seller’s failure to comply with this Section.


  3. TOXIC AND HAZARDOUS MATERIAL CONTROL ACT. All Goods must comply with requirements of applicable Federal, State and Local Health, Safety, Environmental Protection Regulations, and Toxic and Hazardous Material Control Acts and Regulations of U.S. Government Agencies (such as EPA, OSHA, MSHA, NRC, and DOT). Seller’s failure to comply with any of the foregoing requirements in any respect will be promptly corrected by Seller upon notice from Boeing and the cost of such correction, as well as any related costs arising out of any action brought by a governmental agency in connection with such failure, will be to the account of Seller.


  4. EQUAL EMPLOYMENT OPPORTUNITY. All Goods must comply with requirements of applicable Federal, State and Local Health, Safety, Environmental Protection Regulations, and Toxic and Hazardous Material Control Acts and Regulations of U.S. Government Agencies (such as EPA, OSHA, MSHA, NRC, and DOT). Seller’s failure to comply with any of the foregoing requirements in any respect will be promptly corrected by Seller upon notice from Boeing and the cost of such correction, as well as any related costs arising out of any action brought by a governmental agency in connection with such failure, will be to the account of Seller.


  5. CUSTOMS. Upon Boeing's request, Seller will promptly provide a statement of origin for Goods and United States Customs documentation for Goods wholly or partially manufactured outside of the United States.


  6. INSURANCE. Seller agrees to carry and provide evidence to Boeing of: (i) Comprehensive General Liability Insurance with limits not less than $1,000,000 per occurrence for Bodily Injury and $1,000,000 per occurrence for Property Damage; and (ii) Automobile Liability Insurance with limits not less than $1,000,000 per person and $1,000,000 per occurrence for Bodily Injury and $1,000,000 per occurrence for Property Damage; and (iii) Workers Compensation Insurance as required by law. If Boeing provides any hardware or software to Seller for use during Seller’s provision of services under this PO, Seller agrees to cover such hardware and software with insurance to protect the asset while in Seller’s care, custody, or control.


  7. GOVERNING LAW. This PO is governed and interpreted in accordance with the laws of the Province of British Columbia, country of Canada, without recourse to choice of law statutes or principles which would otherwise result in the application of the law of any other jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this PO.


  8. SEVERABILITY. Each provision of this PO is severable, and if one or more provisions are declared invalid, the remaining provisions of this PO will remain in full force and effect.


  9. ASSIGNMENT. Seller may not assign this PO or any rights or obligations hereunder without the prior written consent of Boeing and any such attempted assignment will be null and void.


  10. COMPLETE AGREEMENT. Unless the parties have entered into a separate written agreement pertaining to the subject matter of this PO, this PO contains the entire understanding between Boeing and Seller and supersedes all prior and contemporaneous written and oral understandings relating to the subject hereof. This PO may not be modified except by a writing signed by authorized representatives of both parties. In the event the parties have entered into a separate written agreement for the subject matter of this PO, that agreement will nullify and take precedence over these General Terms and Conditions.


  11. AUDIT. Boeing’s duly authorized representatives shall have access at all reasonable times to all records, documents, files, and personnel necessary to audit and verify Seller’s charges to Boeing for Goods. Seller will retain records, documents, and files related to such charges for a period of three years from the date of final payment. Boeing’s representatives shall have the right to reproduce and retain copies of any of the aforesaid documents.


  12. MANDATORY CLAUSES REQUIRED UNDER U.S. FEDERAL GOVERNMENT CONTRACTS OR SUBCONTRACTS. If a U.S. government contract number is shown on the face of this PO, this PO is a subcontract under a U.S. Federal Government Prime Contract, and the following FAR clauses are incorporated by this reference and said clauses shall apply with the same force and effect as if fully set forth herein. In the event of a conflict between the terms and conditions of this Section and any other provision of this PO, the terms and conditions of this Section shall prevail. The full text of a clause may be accessed electronically:

    http://www.arnet.gov/far/


    52.203-13

    Contractor Code of Business Ethics and Conduct (Pub. L. 110-252, Title VI, Chapter 1 (41 U.S.C. 251 note)), if the subcontract exceeds $5,000,000

    52.219-8

    Utilization of Small Business Concerns  (15 U.S.C. 637(d)(2) and (3)), if the subcontract offers further subcontracting opportunities and subcontract exceeds $550,000

    52.222-26

    Equal Opportunity (E.O.11246)

    52.222-35

    Equal Opportunity for Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans (38 U.S.C. 4212(a))

    52.222-36

    Affirmative Action for Workers with Disabilities (29 U.S.C.793)

    52.222-39

    Notification of Employee Rights Concerning Payment of Union Dues or Fees (Dec 2004) (E.O. 13201)

    52.222-50

    Combating Trafficking in Persons (22 U.S.C. 7104(g))

    52.247-64

    Preference for Privately Owned U.S.-Flag Commercial Vessels (46 U.S.C. App. 1241 and 10 U.S.C. 2631)


  13. When applicable POs may have additional FAR clauses which are added as an attachment to these General Terms & Conditions