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Sierra Nevada Corporation Terms and Conditions- Commercial Contract

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Sierra Nevada Corporation Terms and Conditions- Commercial Contract SIERRA NEVADA CORPORATION TERMS AND CONDITIONS- COMMERCIAL CONTRACT 1. ACCEPTANCE 26. ASSIGNMENTS AND SUBCONTRACTING 2. DEFINITIONS 27. CUSTOMERS COMMUNICATION, NEWS AND 3. PRECEDENCE PUBLIC STATEMENTS OR RELEASES 4. PACKING AND SHIPPING 28. TAXES 5. DELIVERY 29. COMPLIANCE WITH LAWS 6. INVOICE AND PAYMENT 30. CHOICE OF LAW 7. F.O.B., TITLE AND RISK OF LOSS 31. DISPUTES/ARBITRATION 8. NEW MATERIALS 32. RIGHTS AND REMEDIES 9. FORCE MAJEURE 33. NON-WAIVER 10. CHANGES 34. PARTIAL INVALIDITY 11. CONTRACTUAL DIRECTION 35. SUPPLEMENTARY INFORMATION 12. PROPRIETARY INFORMATION 36. SPECIAL TOOLING 13. PATENT, TRADEMARK, AND COPYRIGHT 37. LIENS INDEMNITY 38. NOTICE AND DESIGNATION OF 14. RIGHTS IN INTELLECTUAL PROPERTY RESPONSIBLE INDIVIDUALS 15. BUYER PROPERTY 39. INDEMNITY AND REIMBURSEMENT 16. INSURANCE 40. ELECTRONIC SIGNATURE 17. SITE REQUIREMENTS 41. EXPORT CONTROL 18. INSPECTION 42. DISCONTINUANCE 19. BUYER APPROVALS AND REVIEWS 43. ENTIRE AGREEMENT 20. WARRANTY 44. RECORD RETENTION 21. STOP WORK 45. CONFLICT MINERALS 22. TERMINATION/CANCELLATION 46. AFFIRMATIVE ACTION 23. SURVIVABILITY 47. PROHIBITION ON KASPERSKY LAB 24. BANKRUPTCY 48. PROHIBITION ON COVERED 25. INDEPENDENT CONTRACTOR RELATIONSHIP TELECOMMUNICATIONS OPS-FORM-9607 Rev A SNC Proprietary Information Approved for Release Outside of SNC 1 of 12 This document is controlled electronically in the Process Document Library. Document users are responsible for using the most current revision, including printed/saved copies. © 2020 Sierra Nevada Corporation 1. ACCEPTANCE (d) Seller shall ship all Products to the destination Any of the following acts by Seller shall constitute specified by Buyer in the Agreement. unqualified acceptance and shall create a binding (e) Each shipment must include a complete packing list. Agreement between Seller and Buyer, which shall be (f) Interior and exterior containers, Bills of Lading, packing governed by the terms and conditions of the Purchase sheets, and all other shipping documents and labels Order or Subcontract, as defined below: (i) signing and shall be marked with the Purchase Order or returning a copy of the Agreement, (ii) beginning Subcontract number. performance of the Agreement or (iii) accepting payment. (g) All shipping documents, shipping labels and packing Buyer objects to, and is not bound by, any terms and sheets must also show full and complete information conditions stated in Seller’s acceptance unless accepted in as to the appropriate consignee, if any. writing by Buyer. (h) Buyer reserves the right to specify the mode of shipment. 2. DEFINITIONS (i) Any expense incurred by Buyer as a result of improper The following terms shall have the meaning set forth below: preservation, packaging, packing, marking or method of shipping shall be reimbursed by Seller. Associated (a) “Agreement” means the entire agreement between Seller costs shall not be recoverable under this the parties, including the purchase order or Agreement. subcontract agreement, any statement of work and (j) If any transportation charges paid by Seller are subject schedule, these Terms and Conditions, Buyer’s to reimbursement, Seller shall show such charges on specifications /drawings, and any documents its invoice as a separate line item with the freight bill incorporated by reference. receipt attached accordingly. (b) “Buyer” means Sierra Nevada Corporation, its divisions (k) Unless otherwise specified, Seller shall make one daily or subsidiaries, as represented by an authorized shipment of all Products by the same means of representative. transportation. (c) “Prime Contract” means the contract, if any between (l) Seller will notify Buyer, before shipping, of any conflict Buyer and Buyer’s customer. between Buyer and carrier’s packaging requirements. (d) “Product” means those services, goods, supplies, materials, articles, items, parts, component or 5. DELIVERY assemblies described in the Agreement. Time is of the essence. Delivery shall be strictly in (e) “Seller” means the party with whom Buyer is accordance with the specified quantities and schedule. In contracting. the event of any anticipated or actual delay, Seller shall (i) (f) “Terms and Conditions” means this document. immediately notify Buyer in writing of the reasons for the (g) “Work” means all required articles, materials, supplies, delay and the action being taken to overcome or minimize goods and services constituting the subject matter of the delay; and (ii) provide Buyer with a written recovery the Agreement and ordered by Agreement. schedule detailing how Seller will make up the time lost 3. PRECEDENCE through delay. If, for any reason, Seller does not comply All documents in the Agreement shall be read so as to be with Buyer’s delivery schedule, Buyer may, at its option and consistent. In the event of conflict, the order of without limitation of any other remedies available in law precedence is: and equity, approve a revised delivery schedule, hold the 1. The Subcontract document or Purchase Order; Seller in default, and/or cancel the Agreement. Seller shall 2. These Terms and Conditions; make every effort to avoid or minimize the delay to the 3. The Subcontract Schedule; maximum extent possible including the expenditure of 4. The Statement of Work; premium time and most expeditious transportation. If 5. The Buyer’s Specification/Drawing; Seller is late, Seller shall pay the added premium 6. Any documents incorporated herein by reference. transportation cost. Seller shall not deliver Products prior to the scheduled delivery date without the prior written 4. PACKING AND SHIPPING (applies only to goods) consent of Buyer. (a) Unless otherwise agreed to in writing, Seller shall pack all Products required under the Agreement in 6. INVOICE AND PAYMENT accordance with best available commercial practices Unless specifically set forth in Seller’s proposal or quote and in compliance with transportation regulations, to and accepted by Buyer the stated contract price shall ensure safe and timely delivery to destination. include all charges for packing, shipping, hauling, storage, (b) Seller shall provide the item description, item number, and transportation to the point of delivery. No separate or and the serial number of the Product on the Packing additional charges for these items will be accepted. List. (c) All Products shall be prepared for shipment and Unless otherwise authorized by Buyer, Seller shall not issue suitably packed to prevent damage or deterioration. an invoice prior to the actual delivery date of products. Seller is solely liable for packaging design. Seller shall forward to Buyer, with the invoice, receipt or Bill OPS-FORM-9607 Rev A SNC Proprietary Information Approved for Release Outside of SNC 2 of 12 This document is controlled electronically in the Process Document Library. Document users are responsible for using the most current revision, including printed/saved copies. © 2020 Sierra Nevada Corporation of Lading signed by the carrier, evidencing the fact that the corresponding prime contract, those payments by shipment has been made. Payment due dates, including Buyer shall be considered interim in nature and subject to discount periods, shall be calculated from the date of the adjustment if the prime contractor determines that Buyer is later of the scheduled delivery date, the actual delivery not entitled to the full amount requested under the prime date, or the date of receipt of a corrected invoice. The cash contract. discount period to Buyer, if any, will date from the later of (1) the receipt of a compliant invoice (not from date of the All claims for monies due or to become due from Buyer invoice) (2) the actual date of acceptance of the Products, shall be subject to deduction by Buyer, for any set off or or, (3) the delivery date specified in the Agreement. counterclaim arising out of this or any other of Buyer's Payment of invoices will be made in accordance with the Orders with Seller whether such set off or counterclaim term of the Order. Unless freight and other charges are arose before or after any such claim or assignment by itemized, any discount shall be taken on the full amount of Seller. the invoice. Invoices shall be supported by such documents in such form as Buyer requests and shall bear such 7. F.O.B., TITLE AND RISK OF LOSS (applies only to goods certification as may be required by law, regulations or the provided under the Agreement) Agreement. Unless otherwise specified, F.O.B. shall be Buyer’s facility. Title to any goods covered by the Agreement shall pass to All payments are contingent on acceptance of the goods or Buyer upon final inspection and acceptance, regardless of services by Buyer. Seller shall issue separate invoices for when or where Buyer takes physical possession. each shipment showing the amount of material shipped. The Subcontract or Purchase Order number shall appear on Risk of loss or damage to articles shall remain with Seller all invoices, packages, crates or boxes, bills of lading, until: express receipts, correspondence and other instruments used in connection with the Agreement. Invoices shall be (a) Delivery of the goods to an authorized carrier, if emailed to Buyer at [email protected] delivery is F.O.B. Origin; or within ten days after shipment. All containers, drums, (b) Final acceptance by Buyer or receipt of goods by Buyer carboys, etc., to be returned shall be shipped on a no at the destination specified in the Agreement, charge or consignment basis unless otherwise specified in whichever is later, if transportation is F.O.B. the Agreement. Buyer shall pay for only such containers Destination. that it does not return within a reasonable time. Payment shall not constitute acceptance of the products. Notwithstanding the above, the risk of loss or damage to goods that fail to conform to the Agreement so as to give Payment shall be deemed to have been made on the date rise to a right of rejection, shall remain with Seller until cure Buyer’s check is mailed or payment is otherwise tendered. or final acceptance.
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