1. ACCEPTANCE AND PRICE. Global Ground Support LLC (“Buyer”) and Seller shall be collectively referred to as the “Parties”. Acknowledgement execution copy of the Purchase Order by Seller shall be forwarded to Buyer. Seller’s performance of the Purchase Order, in whole or in part, shall constitute acceptance by Seller of all of the terms and conditions herein set forth. This Purchase Order is subject to immediate acceptance by Seller, and Buyer reserves the right to modify or cancel this Purchase Order at any time prior to receipt by it or the duly executed Acknowledgement copy hereof or acceptance by it of items shipped by Seller pursuant hereto. The purchase order price(s) shall be as stated herein, unless Buyer shall otherwise agree in writing. Buyer shall be given the benefit of any downward revision of price which may become effective before the date of the actual delivery, or which may become effective before the date of delivery specified by this Order, if the date of the actual delivery is prior thereto. No charge shall be made for storage, shipping or delivery expense, unless authorized by Buyer in this Purchase Order.
2. COMPLETE AGREEMENT. The terms and conditions of this Purchase Order set forth the entire agreement between the Parties hereto and shall supersede all previous communications, representations or agreements, whether oral or written between the Parties hereto. No agreements or understanding varying or extending the terms and conditions of this purchase order will be binding upon Buyer unless in writing and signed by the Buyer. No terms or conditions stated by Seller in any acknowledgement, invoice or other form will be binding upon Buyer if in conflict with, inconsistent with, or in addition to the terms and conditions contained herein, unless expressly accepted in writing by Buyer. All supplemental sheets, schedules, exhibits, drawings and/or specifications referred to herein shall constitute a part of this Purchase Order and Seller by acceptance hereof agrees to the requirements, of which shall be binding.
3. BILLING. Invoices must show the Purchase Order number, point of shipment, manner of shipment and cash discount and shall be forwarded to Buyer, at the address printed on the Purchase Order. The cash discount period, if any, will start from the date of receipt of the items covered by this Purchase Order at the address specified on the Purchase Order. All shipments and papers pertaining to this Purchase Order shall reference the Purchase Order number. Seller shall separately state on all invoices transportation charges.
4. SHIPPING. Shipments shall be made via the most economical route available unless otherwise instructed in this Purchase Other. Seller shall furnish for each shipment a Bill of Lading or other receipts from the carrier, as well as a packing list.
5. DELAYS. If Seller fails to proceed with the performance of this Purchase Order or to make deliveries within the time specified herein, or if Buyer shall have reasonable doubt as to Seller’s ability to perform its obligations hereunder, Buyer may terminate this Purchase Order, or such part or parts hereof as to which there has been delay or doubt, without liability to Buyer. Seller will not, however, be liable to Buyer for damages occasioned by a delay in performance or delivery due to causes beyond the control and without the fault or negligence of Seller, provided Seller promptly notifies Buyer when such delay is apparent or in the event of a Force Majeure, Seller will advise Buyer and agree to a new schedule, if possible.
6. NON-WAIVER. Failure of Buyer to insist upon strict performance of any of the terms and conditions set forth herein shall not be deemed to be a waiver of any rights or remedies that Buyer may have had nor shall it be deemed to be a waiver of any subsequent default under the terms and conditions hereof. Shipping or receiving of any item under this Purchase Order shall not constitute a waiver of any right of Buyer or of any obligation of Seller to comply with any of the provisions of this Purchase Order. All rights and remedies reserved under the terms and conditions shall be cumulative and in addition to any further rights or remedies provided in law or equity.
7. ASSIGNMENT OR SUBCONTRACTING. This Purchase Order or moneys due or to become due hereunder shall not be assigned without the prior written consent of the Buyer and Seller agrees that it will not enter into a subcontract for the procurement of the items covered by this Purchase Order in complete or substantially completed form and that it will not delegate any duties, or assign any rights or claims hereunder without first obtaining the written approval of the Buyer. This provision shall not prohibit Seller, however, from assigning the moneys due or to become due under the terms of this Purchase Order to a bank, trust company, or other financing institution, but Seller shall require that no assignee divulge any information concerning the Purchase Order, or which may be contained herein, except to those persons necessarily concerned with the transaction. Two executed copies of any such assignment shall be filed with Buyer before the assignment shall have any force or effect. Payments to an assignee of any claim arising under this Purchase Order shall be subject to reduction or set-off claims which Buyer may have against Seller.
8. NON-DISCLOSURE. Seller shall not use or disclose any data, designs or other information belonging to or supplied by or on behalf of Buyer except in the performance of this or other orders for Buyer. Upon Buyer’s request such data, designs or other information and any copies thereof shall be returned to Buyer. Where Buyer’s data, designs or other information are furnished to Seller’s suppliers for procurement of supplies by Seller for use in performance of Buyer’s orders Seller shall insert the substance of this provision in its order.
9. INDEMNITY. Seller agrees to indemnify Buyer and hold it harmless from and against all liability, loss, damage and expense, including reasonable counsel fees, resulting from any actual or claimed trademark, Patent or copyright infringement, or any litigation based thereon, with respect to any part of the goods covered by this order, and such obligation shall include acceptance of the goods and payment therefore by the Buyer.
10. COMPLIANCE WITH LAWS. Seller, in the Performance of this Purchase Order shall comply with the provisions of the Fair Labor Standards Act of 1938, as amended and all other applicable Federal, state and local laws, regulations, rules and ordinances, and agrees upon request to furnish Buyer a certificate to such effect in such form as Buyer may from time to time require.
11. EQUAL EMPLOYMENT OPPORTUNITY. This contractor and subcontractor shall abide by the requirements of 41 CFR §§ 60-1.4(a), 60-300.5(a) and 60-741.5(a). These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex, or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, national origin, protected veteran status or disability.
12. WARRANTIES. Seller expressly warrants for a term of one (1) year from acceptance, that all articles ordered to specifications will conform thereto, and to the drawings, samples, specifications or other descriptions furnished by or on behalf of Buyer, and will conform to the established standards of quality, safety and performance therefore and that all articles will be merchantable, of good quality and free from defects, whether or not the components thereof were manufactured by Seller. The warranty shall survive any inspection, delivery, acceptance or payment by Buyer for the items ordered hereunder and shall be for the benefit of Buyer or any subsidiary of Buyer, and any successors, assigns, or customers of Buyer, or any subsidiary of Buyer. If articles delivered fail to meet any part of the said warranties herein, Buyer may cancel this Purchase Order as to all items undelivered. Buyer may charge back against Seller the amount paid for items which fail to meet any of the warranties contained herein and which are not promptly replaced by Seller with items meeting the Buyer’s warranties or which are not promptly repaired at Seller’s expense so as to comply with the warranties contained herein. All shipping and travel cost incurred in connection with items to be repaired or replaced or faulty work to be corrected shall be borne by Seller. Seller shall be liable for any direct damages and any special, indirect, incidental or consequential damages arising out of or incurred by the Buyer in connection with the breach of any of the warranties contained herein. Failure events, the Seller shall provide an extended warranty from the date of remedy acceptance and for an additional one (1) year period at no additional cost to Buyer.
13. INSPECTION. Buyer shall have the right to inspect all raw materials, work process and finished items in Seller’s possession which relate to this Purchase Order at such time or times as Buyer may reasonably request. Notwithstanding any such previous inspection, all materials and workmanship shall be subject to final inspection and test by Buyer at destination. Rejected items shall be removed at the expense of Seller, including handling and transportation both ways, promptly after notification of rejection and Seller shall bear all risk for rejected items. If Seller fails to promptly replace rejected items with items which are not defective, Buyer may cancel this Purchase Order as to all items undelivered. Buyer may charge back against Seller the amount paid for rejected items not promptly replaced. Buyer may elect to retain defective items and remedy any defects. The cost of effecting such remedy shall be borne by Seller and may be deducted from the amount due Seller hereunder or otherwise collected from Seller. Any payment for items specified herein prior to the inspection and test thereof shall not be deemed to be an acceptance of such items.
14. LAW GOVERNING. The Purchase Other shall be governed by and construed, arbitrated and interpreted in accordance with the Laws of the State of Kansas, and in the State of Kansas.
15. TAXES. Seller shall separately state on all invoices any taxes applicable to furnishing the items hereunder which are imposed on Buyer by Federal, State or Local governments. Except as may be otherwise provided in this Purchase Order, the contract price includes all applicable Federal, State and Local taxes in effect on the date hereof.
16. RESPONSIBILITIES. Except as may be otherwise provided on the face of this Purchase Order, Seller, while in possession of property of Buyer, shall be liable for loss or damage. Seller shall maintain such property in good condition; ordinary wear and tear excepted and dispose of the same only upon the written instructions of the Buyer.
17. TOOLING. All tools, dies, jigs, fixtures and other equipment (herein referred to as “tools”) specifically manufactured or procured by or on behalf of Seller for die performance of this Purchase Order, whether to the design of the Seller, Buyer, or a third party, and the cost of which is included in the total order price appearing on the face of this Purchase Order, shall become upon acquisition by Seller the property of Buyer, shall be kept separate from other tools of Seller, shall be dearly identified as the property of Buyer and upon the completion of this Purchase Order, or at the request of Buyer, shall be delivered to Buyer. Seller shall not without Buyer’s written consent use such tools in the manufacture of any articles for any party other than Buyer.
18. CANCELLATION AND INSOLVENCY. In the event of the institution of any bankruptcy or insolvency proceedings by or against Seller, or proceeding by or against Seller for the appointment of a receiver or trustee or for an assignment for the benefit of creditors, or an assignment by Seller for the benefit of creditors, Buyer shall be entitled to cancel this Purchase Order. Upon such cancellation, Seller shall, as directed by Buyer, return all property delivered by Buyer for the performance of this Purchase Order for which payment has not been made to Buyer at the time of cancellation and all articles completed prior to the date of cancellation. The liability of Buyer for and as the result of such cancellation shall be limited to the settlement of Seller’s claims arising out of delivery of said articles and property. An accepted order as herein above provided cannot be canceled or modified by Seller except with the written consent of Buyer.
19. SETOFF OR COUNTERCLAIM. All claims for moneys due or to become due from Buyer shall be subject to deduction by Buyer for any set-off or counterclaim arising out of this Purchase Order or any other transaction between Buyer and Seller, whether such set-off or counterclaim arose before or after any assignment by Seller.
20. PROOF OF PAYMENT. If so requested by Buyer, Seller shall furnish such affidavits and instruments as Buyer may reasonably request certifying that payment has been made for all materials and services furnished in the performance of this Order, releases and indemnities are required at the time for payment and written guaranties with respect to labor, materials and service supplied by Seller. Payments may be withheld in the event of a dispute. In this case, Buyer shall withhold any disputed amount until the Parties have concluded a reasonable remedy.
21. TITLE. Title to the items covered by this Purchase Order shall pass to Buyer or to such financing institution as may have been designated to Seller by Buyer upon delivery thereof to Buyer at the place designated on the face of this Purchase Order.
22. INDEPENDENT CONTRACTORS. The status of Seller there under is that of an independent contractor. Neither Seller nor any employee, agent or subcontractor of Seller shall act or attempt to act or represent itself, directly or by implication as an agent of Buyer or in any manner assume or create or attempt to assume or create any obligation on behalf of or in the name of Buyer.

Global Ground Support, LLC FAR/DFARS flowdown provisions for fixed price purchase order/subcontract for commercial items under a United States government contract. Effective for orders placed after: March 1, 2024

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