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Unless and to the extent that a separately negotiated contract executed between the parties is cited on the procuring party’s purchase order, the following conditions of sale apply to any purchase order covering any products, systems or parts offered for sale (“Product(s)”) by Emanon Aircraft Fasteners and its affiliates and subsidiaries (“Supplier”) to the procuring party (“Buyer”).
2. PURCHASE ORDERS
2.1 Buyer is not obligated to buy any Products from Supplier, and, Supplier is not obligated to sell any Products to Buyer. If Buyer orders Products from Supplier, and Supplier delivers Products to Buyer, these conditions of sale shall apply to all such purchase and sales transactions.
2.2 Any purchase order covering the sale of Products shall be governed solely by these conditions of sale and any other mutually agreed upon written provisions. Verbal understandings are expressly excluded.
2.3 Supplier’s acceptance of Buyer’s purchase order is made expressly conditional on Buyer’s assent to these conditions of sale and the terms contained in any Supplier purchase order acknowledgement. Supplier’s automated purchase order acknowledgements, if any, do not constitute Supplier’s acceptance. Supplier does not waive any term in these conditions of sale if it fails to object to provisions appearing on, incorporated by reference in, or attached to Buyer’s purchase order, except as provided below, and Supplier expressly rejects such provisions.
2.4 Buyer’s silence, acceptance, or use of Products constitutes its assent to these conditions of sale.
3.1 Unless Supplier’s quote states otherwise, prices are quoted in United States of America currency and are valid for Products delivered within ninety (90) calendar days of quotation. Prices do not include any of Supplier’s non-standard costs, including but not limited to, testing, Buyer-specific certification or inspection requirements, etc., unless specifically stated on Supplier’s quotation. Supplier reserves the right to change or withdraw quoted prices until Supplier has accepted Buyer’s purchase order.
4.1 Provided Supplier’s credit and collections department has granted credit terms to Buyer, Buyer shall pay Supplier’s invoices within thirty (30) calendar days of their date. Buyer’s payment(s) must be made in United States of America currency and must be accompanied by remittance detail containing at a minimum Supplier’s invoice number and amount paid per invoice. Supplier reserves the right to correct any inaccurate invoices. Payments, without deduction for electronic funds transfer fees, must be in accordance with the “Remit To” field on each invoice.
4.2 Supplier may establish credit terms with Buyer through application to Supplier’s credit and collections department. If applicable, Supplier may re-evaluate Buyer’s credit terms at all times. If Supplier determines in its sole discretion that Buyer fails to qualify for credit terms at any time, then Supplier may, without notice to Buyer, modify or withdraw credit terms, including, but not limited to, requiring advance payment, letters of credit, guarantees, or other security.
4.3 If Buyer is delinquent in its payment obligations to Supplier, Supplier may at its option (i) be relieved of its obligations with respect to guarantees, including without limitation, turnaround times, spares support and delivery lead-times; (ii) refuse to process any credit to which Buyer may be entitled; (iii) set off any credit or sum owed by Supplier to Buyer against any undisputed amount owed by Buyer to Supplier; (iv) withhold future deliveries to Buyer; (v) declare Buyer’s performance in breach and terminate the purchase order; (vi) repossess Products for which payment has not been made; (vii) make future deliveries on a cash-with-order or cash-in-advance basis; (viii) charge interest on delinquent amounts at a rate of one point five percent (1.5%) per month or the maximum rate permitted by law, if lower, for each month or part thereof; (ix) charge storage or inventory carrying fees on Products; (x) recover all costs of collection including, without limitation, reasonable attorneys’ fees; (xi) if Buyer is delinquent on a payment schedule, accelerate all remaining payments and declare the total outstanding balance then due and owing; or (xii) combine any of the above rights and remedies as may be permitted by applicable law. The above remedies are in addition to all other remedies available at law or in equity.
