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 Purchase Order Terms and Conditions 

Each Purchase Order issued by SkyOne Aerospace LLC ("Buyer") for the procurement of Goods, Deliverables, and/or Services is governed by and subject to the following Purchase Order Terms and Conditions ("Terms"), as well as the specific terms and conditions set forth in the applicable Purchase Order. Acceptance of the Purchase Order, shipment of Goods, delivery of Deliverables, or commencement of performance constitutes Supplier's full acceptance of these Terms.

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SECTION 1 - AGREEMENT STRUCTURE AND ORDER OF PRECEDENCE

This Agreement consists of the documents as listed in the Purchase Order. In the event of conflict, the order of precedence is: (1) Executed written agreement between Buyer and Supplier, (2) these Terms, (3) the Purchase Order, (4) Specifications, and (5) Supplier’s quote, proposal, or acknowledgement (if incorporated). Supplier's standard terms are rejected unless expressly accepted by Buyer in writing.

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SECTION 2 - DELIVERY, TITLE, AND RISK OF LOSS

Time is of the essence. Supplier shall deliver the Goods or complete Services by the Delivery Date specified. Title and risk of loss pass to Buyer upon delivery and acceptance at the Delivery Point, unless otherwise agreed in writing. Supplier shall comply with Buyer’s routing, packaging, labeling, and delivery instructions. All freight and insurance costs are Supplier’s responsibility unless otherwise stated in the PO.

Failure to deliver by the Delivery Date constitutes a material breach. Buyer reserves the right to cancel all or part of the PO without liability if Supplier fails to comply with delivery requirements.

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SECTION 3 - INSPECTION AND ACCEPTANCE

Buyer may inspect all Goods and Services within ninety (90) days of delivery. Buyer may reject nonconforming items and return them at Supplier’s expense. Acceptance does not waive warranties or prevent later claims. Buyer’s failure to reject within the inspection period shall not constitute acceptance of latent defects or deviations from Specifications.

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SECTION 4 - PRICING AND PAYMENT TERMS

Prices are firm and not subject to increase without prior written consent. Supplier shall submit accurate and complete invoices referencing the PO number. Unless otherwise specified, payment terms are net thirty-five (35) days from the invoice date. Buyer may withhold payment of disputed amounts pending resolution.

Late payment interest, if applicable, shall not exceed the lesser of 1% per month or the maximum allowed under Washington State law. Supplier must notify Buyer of pricing errors within sixty (60) days of invoice issuance.

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SECTION 5 - TAXES

Prices exclude applicable taxes unless otherwise noted. Supplier must include tax amounts on invoices as a separate line item and comply with all tax collection, remittance, and reporting obligations. Buyer may withhold applicable taxes and remit them directly to the appropriate taxing authorities.
 

SECTION 6 - WARRANTIES

Supplier warrants that all Goods will be:

  • New and unused (unless explicitly agreed otherwise);

  • Merchantable and fit for intended use;

  • Free from defects in material, workmanship, and design;

  • In compliance with Specifications and Applicable Law;

  • Free of any liens or encumbrances.

Supplier further warrants that Services shall:

  • Be performed with due care and skill by qualified personnel;

  • Meet all requirements in the Purchase Order;

  • Not infringe third-party rights.

These warranties are in addition to any warranties implied by law or provided by the manufacturer.

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SECTION 7 - WARRANTY REMEDIES

If Buyer identifies a defect or nonconformity within the Warranty Period, Supplier shall, at Buyer’s option and expense:

  • Repair or replace the Goods or Deliverables;

  • Re-perform the Services;

  • Refund the purchase price.

Replacement Goods and re-performed Services shall be warranted for an additional Warranty Period beginning on the date of acceptance.

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SECTION 8 - INTELLECTUAL PROPERTY

All rights in Deliverables developed for Buyer shall vest exclusively in Buyer. Supplier hereby assigns all rights, title, and interest in such Deliverables, including any intellectual property therein. To the extent any background IP of Supplier is incorporated, Supplier grants Buyer a perpetual, royalty-free, worldwide license to use, copy, and modify such IP.

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SECTION 9 - CONFIDENTIALITY

Supplier shall treat all non-public information obtained from Buyer as confidential and not disclose or use such information except as necessary to perform under the Agreement. This obligation survives termination of the Agreement.

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SECTION 10 - INDEMNIFICATION

Supplier shall indemnify and hold harmless Buyer and its officers, employees, and agents from any losses, claims, liabilities, costs, or expenses (including attorney’s fees) arising from:

  • Defective Goods or Services;

  • IP infringement claims;

  • Supplier’s negligence or misconduct;

  • Breach of these Terms.​

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SECTION 11 - LIMITATION OF LIABILITY

Except for Supplier’s indemnity and confidentiality obligations or damages due to gross negligence or willful misconduct, neither party shall be liable for indirect, incidental, special, or consequential damages.

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SECTION 12 - COMPLIANCE WITH LAW

Supplier shall comply with all Applicable Law, including, but not limited to, U.S. export control laws, ITAR, the Foreign Corrupt Practices Act (FCPA), environmental regulations, and anti-human trafficking statutes. Supplier shall provide evidence of compliance on request.

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SECTION 13 -  TERMINATION

Buyer may terminate the Agreement for convenience or cause by providing written notice. In the event of termination for convenience, Buyer shall pay for conforming Goods or Services provided prior to notice. Upon termination for cause, Buyer may pursue all available legal and equitable remedies.

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SECTION 14 - FORCE MAJEURE

Neither party shall be liable for delays or failures in performance due to causes beyond its reasonable control, including acts of God, natural disasters, war, or labor strikes. The affected party must notify the other promptly and make reasonable efforts to resume performance.

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SECTION 15 -  GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by the laws of the State of Washington without regard to its conflicts of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in Spokane County, Washington. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

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