Terms & Conditions
TERMS AND CONDITIONS OF PURCHASE
- DEFINITIONS. The following terms shall have the meanings set forth below:
- "Buyer” means RapidFlight Holdings, LLC;
- "Seller” means the person or entity to which this Purchase Order is addressed and issued;
- "Customer” means Buyer’s customer at any tier including, if applicable, the U.S. Government;
- "Purchase Order” means the ordering document issued by Buyer such as purchase order, change order, subcontract or contract, including these General Terms and Conditions for Purchase Orders and any referenced documents;
- "Party” means Buyer or Seller individually;
- "Parties” means Buyer and Seller collectively;
- "Goods” means products provided by Seller to Buyer under this Purchase Order
- "Services” means services provided by Seller to Buyer under this Purchase Order.
- ACCEPTANCE OF THE PURCHASE ORDER. Seller shall be deemed to have accepted this Purchase Order upon the earliest of either written acknowledgement by Seller or commencement of performance by Seller. Acceptance of this Purchase Order is expressly made conditional on Seller’s assent to the terms contained herein. By acceptance of this Purchase Order, Seller agrees to strictly comply with all of its terms and conditions and specifications, including those contained in all documents incorporated into this Purchase Order by reference. Buyer hereby rejects any different or additional terms in Seller’s acceptance of this Purchase Order or in any Seller provided documentation (e.g. any preprinted terms on the back of Seller’s invoice, or Seller’s acknowledgment). Any and all different or additional terms shall not be construed as proposals for addition to this Purchase Order. The Purchase Order and these Terms and Conditions of Purchase, when accepted supersede all prior written or oral agreements, representations, and understanding relating to the subject matter of the Purchase Order
- CHANGES TO REQUIREMENTS. Buyer may, at any time, by written change order, suspend performance of this Purchase Order, in whole or in part; make changes in the drawings, designs, specifications, method of shipment or packing, or time or place of delivery of the Goods; reschedule the Services, or require additional or diminished Services and Seller agrees to be bound thereby. No change will be binding on Buyer unless an authorized representative of the Buyer’s Purchasing Department issues it. Information, advice, approvals, or instructions given by Buyer’s technical personnel or other representative shall be deemed expressions of opinion only and shall not affect Buyer’s and Seller’s rights and obligations hereunder unless they are set forth in a writing which is signed by an authorized representative of Buyer’s Purchasing Department and which writing expressly states that it constitutes an amendment or change to this Purchase Order. Any claim for adjustment under this Article 3 may, at Buyer’s option, be deemed to be absolutely and unconditionally waived unless asserted in writing (including the amount of the claim) and delivered to Buyer within thirty (30) days from the date Seller receives the Change Order. Nothing in this Section shall excuse Seller from proceeding with the performance of the PurchaseOrder, as changed.
- PRICES. Prices shall be as set out on the Purchase Order, and include packaging, labeling, crating, taxes, duties, carriage, insurance, and delivery to the place specified in the Purchase Order. Unless otherwise expressly specified, the prices are stated in U.S. dollars. Further, unless this Purchase Order specifies otherwise, the price of this Purchase Order includes, and Seller is liable for and shall pay, all taxes, impositions, charges and exactions imposed on or measured by this Agreement except for applicable sales and use taxes that are separately stated on Seller's invoice. Prices shall not include any taxes, impositions, charges or exactions for which Buyer has furnished a valid exemption certificate or other evidence of exemption. In case it shall be determined that any tax included in the prices herein was not required to be paid by Seller, Seller agrees to notify Buyer, to make prompt application for the refund thereof, to take all proper steps to procure the same, and, when received, promptly pay the same to Buyer
- DELIVERY. Time is of the essence in fulfilling the Purchase Order. Buyer reserves the right torefuse or return, at Seller’s risk and expense, deliveries made in advance or excess of the Purchase Order terms. At Buyer’s sole discretion, early shipments or excess quantities may be stored at Seller’s expense, or returned at Seller’s risk and expense at the full invoice price plus transportation charges and Buyer’s handling charges. Whenever it appears Seller will not meet the delivery schedule, Seller shall immediately notify Buyer of the reason and estimated length of the delay. Seller shall make every effort to avoid or minimize the delay to the maximum extent possible, including expedited shipment; and any additional cost caused by these requirements shall be borne by Seller. Such notice shall not constitute a waiver of Buyer’s rights and remedies hereunder. Failure to deliver in accordance with the delivery schedule under the Purchase Order shall be a material breach of the Purchase Order. If deliveries are not made on time and in the quantities specified, Buyer reserves the right to cancel the Purchase Order and obtain Goods and Services from other sources. Seller shall be responsible for any damages occasioned thereby.
Title shall pass to Buyer upon Buyer’s final acceptance of the Goods; however, passing of title shall not relieve Seller of any other obligations under this Purchase Order. Risk of loss of all Goods shall remain with Seller until receipt by Buyer at destination, unless otherwise specified in this Purchase Order. All Goods shall be shipped prepaid, insured for the Buyer’s full price and F.O.B to the Buyer’s main address or other address provided to the Seller in the Purchase Order
- TRANSPORTATION AND PACKAGING. Seller shall control Goods to ensure they are not damaged during manufacture or transportation to Buyer. Goods shall be packaged in a manner to prevent damage or deterioration. Unless otherwise specified in the Purchase Order, best commercial/industry practice is acceptable for use. With each shipment Seller will provide a packing list clearly referencing the Purchase Order Number, line items, applicable part numbers, description of the Goods, sizes, quantities, and serial numbers. The packing list must clearly delineate line items when more than one line item is included in the shipment
- INSPECTION AND REJECTION. No Goods received from Seller by Buyer shall be deemed accepted until the Buyer has had a reasonable time to inspect such Goods and determine the actual quantity received for any packaged parts. Seller shall submit to Buyer all relevant and required inspection and test data for the Goods and Services ordered prior to shipment if invoked by Purchase Order. Any Goods which have been discovered to be defective or which fail to conform to the drawings, specifications, and quality documents of Buyer may be rejected upon initial inspection or a later time if the defects contained in the Goods are not reasonably ascertainable upon initial inspection. If the Buyer rejects Goods delivered, then the Buyer may (i) return rejected Goods to Seller at Seller's risk and expense for full credit at the Purchase Order price without prejudice to any right to other damages for such breach, (ii) require Seller at Seller's expense to replace rejected Goods at the unit price of this Purchase Order, or (iii) consider this Purchase Order breached as to the rejected quantity and cancelled as to any unfulfilled portion of this Purchase Order, and to hold Seller liable for such breach and cancellation, including any associated reprocurement costs for the Goods and/or Services. Seller shall grant the right of access to Seller’s facility for Buyer, or Buyer’s Customers, to inspect and test any Goods prior to acceptance.
- QUALITY ASSURANCE. Seller shall maintain an effective quality control system that is acceptable to Buyer in its sole discretion. The Seller warrants that the Goods will conform to all applicable current drawings or specifications, at the time of manufacture. The drawing and referenced documents will contain the requirements for Goods shipped by Sellers; however, the Buyer may impose additional requirements via specific quality related clauses listed on the Purchase Order (“Quality Clauses”). Compliance with a Quality Clause shall be required only if the Quality Clause number is listed on the Purchase Order. The Seller shall only purchase drawing or specification defined components, adhesives, finishes, and brazing/welding materials. These materials are to be purchased only from qualified suppliers that are identified from drawing or specification as approved suppliers. No variation from the Purchase Order shall be permitted without Buyer’s written consent.
Should any portion of the Buyer Purchase Order requirements be subcontracted to other suppliers; all applicable requirements of the Buyer Purchase Order shall be imposed on the sub-tier supplier
Quality records shall be retained for a minimum of three (3) years after completion of Purchase Order, or as directed by the Buyer or Customer’s quality requirements. Records shall be identified and stored in a manner that allows them to be easily retrieved and adequately protected.
- PAYMENT AND INVOICING. Invoices should be dated and mailed at the time of shipment and a separate invoice must be made for each destination showing point of shipment and how shipped. The discount period, if any, stated on the face of the invoice shall be calculated from the date of receipt by Buyer of a proper invoice from Seller. Payment terms are net thirty (30) days unless otherwise provided in this Purchase Order. Each payment made shall be subject to reduction of amounts which are found by Buyer not to have been properly payable, and shall also be subject to reduction for overpayments. Except as otherwise provided in this Purchase Order, no payment for extras shall be made unless such extras and the price have been authorized by Buyer’s Procurement Representative.
- WARRANTY. Seller represents and warrants to Buyer and its Customer that with respect to all Goods delivered and Services furnished hereunder: (i) title shall be good, merchantable, rightful and the Goods free of any security interest, lien or encumbrance; (ii) that Goods will be new, free from defects in material and workmanship, be of quality, size, description and dimension required by Buyer, be fit for the purpose for which they are purchased and will meet the specifications, if any, and that Seller's services will be performed in a skillful and workmanlike manner; and (iii) the materials, the process by which they are made, the use for which they are designed by Seller and Buyer's use of the Goods will not infringe any patent, trademark, copyright or other rights of any third parties (“Intellectual Property Rights"). Seller warrants that the Goods shall continue to be free from defects in design, material and workmanship for a period of twenty-four (24) months from the date of receipt by Buyer, unless the Seller’s standard warranty is for a longer period or unless otherwise stated in this Purchase Order. This express warranty shall not be deemed waived by reason of either or both the receipt of the materials and payment therefore by Buyer. The foregoing is in addition to any and all other express or implied warranties applicable to the Goods and Services purchased hereunder
- COMPLIANCE WITH LAWS. Seller agrees that, in the performance of its obligations, it shall comply with all applicable laws, both foreign and domestic, statutes, rules, regulations or orders, and same shall be deemed incorporated herein by reference. Seller shall indemnify and hold Buyer harmless to the full extent of any loss, damage, or expense, including lost profit, attorneys’ fees, and court costs, resulting from any failure or alleged failure of Seller to comply with any applicable laws, statutes, rules, regulations, or orders, including, without limitation, the export/import laws of the United States.
- BUYER'S PROPERTY. All tools, dies, patterns, designs, molds, drawings, specifications, and other data or papers, and the like furnished by Buyer or the Customer to Seller in connection with this Purchase Order (“Furnished Property”) remains the property of either Buyer or the Customer. Furnished Property shall be used by Seller only in its performance hereunder. Seller assumes the risk of and shall be responsible for any loss thereof or damage to the Furnished Property however caused while in Seller’s possession, custody, or control, including any transfer to Seller’s subcontractors or suppliers. In the event Furnished Property includes any intellectual property of Buyer or Customer, Seller is granted a non- exclusive, non-transferable, non-sublicensable and non-assignable license required only to produce Goods or perform Services under this Purchase Order and shall use such intellectual property only for that purpose. Except for this license, no right, interest, ownership, or privilege of use of Buyer's intellectual property shall inure to the benefit of Seller.
- INSURANCE. Seller shall always maintain at its own expense while performing hereunder worker’s compensation, comprehensive general liability insurance and product-liability insurance with a reputable and financially responsible carrier(s) satisfactory to Buyer for coverage in amounts not less than the amount in the Purchase Order, and all other insurance required by applicable law. All such insurance policies shall expressly waive any right of subrogation against Buyer and its employees, officers, directors and agents. The required insurance policies shall be endorsed to require the insurance company to provide Buyer with at least thirty (30) days prior written notice of the effective date of cancellation or material change of any insurance policy. Prior to commencing work hereunder, and upon Buyer request, Seller shall provide Buyer with a certificate of insurance evidencing the insurance coverage as set forth above. Such certificate shall contain the policy number, effective date, expiration date and a statement noting Buyer as an additional insured. Such insurance will be primary and not contributory nor excess with respect to any other insurance available for the protection of Buyer.
- Termination for Cause. Buyer may terminate this Purchase Order in whole or in part for cause immediately by written notice upon the occurrence of any of the following events: (i) Seller refuses to or is unable to provide the Goods or perform the Services, (ii) Seller ceases to do business, or otherwise terminates its business operations; (iii) Seller fails to perform or is otherwise in breach of its obligations under this Purchase Order and fails to cure such breach within ten (10) days of receiving written notice describing the breach; (iv) the start of any proceeding voluntary or involuntary in bankruptcy or insolvency by or against Seller, or in the event of an appointment of a receiver or assignee for the benefit of creditors, with or without Seller's consent, or (v) any other material breach of these Terms and Conditions. Upon termination, Buyer may procure Goods or Services similar to those that were to be provided under this Purchase Order from other sources, and Seller shall be liable to Buyer for the cost of such Goods or Services.
- Termination for Convenience. Termination for Convenience. Buyer may terminate this Purchase Order, in whole or in part, for its convenience by written notice to Seller. Upon receipt of such termination notice, Seller shall promptly comply with the directions contained in such notice and shall, as required, (a) take action necessary to terminate the work as provided in the notice and (b) continue the performance of any part of the work not terminated by Buyer. In the event Seller has a claim for adjustment due to a termination for convenience, it must notify Buyer in writing of its intent to file a claim within twenty-one (21) calendar days from the effective date of termination. Seller's final termination claim must be submitted to Buyer within sixty (60) calendar days from the date that Seller's intent to file a claim was submitted to Buyer. Seller shall have no other remedies after this period.
Upon receipt of a termination notice, Seller must immediately cease work and shall immediately cause any and all of its suppliers and subcontractors to cease work, including but not limited to the manufacture and procurement of materials for the fulfillment of the terminated portion of the Purchase Order, and upon Proprietary request deliver to Buyer all completed and partially completed Products and work in process, as well as any other deliverables described below. In no event shall Buyer be liable for lost or anticipated profits, unabsorbed indirect costs or overhead, or any amount in excess of the total Purchase Order price.
- CONFIDENTIALITY. Buyer and Seller agree to comply with the terms of any nondisclosure agreement(s) executed between the Parties and to comply with all proprietary information markings and restrictive legends on information provided hereunder by either Party. Unless otherwise agreed by Buyer in writing, Seller shall keep confidential and not disclose to any third party, any confidential and/or proprietary materials provided by Buyer to Seller in connection with Seller’s performance of this Purchase Order or prepared by Seller specifically for Buyer pursuant to this Purchase Order, including but not limited to any drawings, masters, software, specifications, raw materials, components, data, business information or plans, customer list or other customer information (“Confidential Information”). Seller shall not make any copies of Confidential information except as specifically authorized by Buyer in writing. At the completion of this Purchase Order, or upon Buyer’s request, Seller shall promptly return to Buyer all Confidential Information not consumed in the performance of this Purchase Order, together with any copies in Seller’s possession. Seller shall use Confidential Information solely for Seller’s performance of this Purchase Order for Buyer, and Seller shall not, without Buyer’s written consent, directly or indirectly use Confidential Information or information derived therefrom in performing services or providing goods for any other customer of Seller, or any other person or entity. However, nothing in this Purchase Order, or in any non-disclosure agreement applicable to this Purchase Order, shall be construed as restricting either Party from reporting waste, fraud, or abuse related to the performance of a government contract to a designated investigative or law enforcement representative of a federal department or such agency authorized to receive such information.
- INDEMNITY. Seller will defend, indemnify and hold harmless Buyer and their respective officers, directors, employees, and agents, from and against any and all loss, liability, and expense by reason of (i) any actual or alleged violation of Laws, (ii) any actual or alleged infringement of Intellectual Property Rights, (iii) injury, death or property damage resulting, in whole or in part, from any negligent act or omission on the part of the Seller or which may result from the installation, operation or use of the materials furnished hereunder, (iv) a defect in the manufacture or design of the materials supplied hereunder, or (v) any breach or alleged breach by Seller of any representation, warranty, or other provision of these Terms and Conditions of Purchase. Upon notification, Seller shall promptly assume full responsibility for the defense of any suit or proceeding which may be brought against Buyer or any of its subsidiaries, affiliated companies, agents, vendors, in connection with the above, or for alleged unfair competition resulting from similarity in design, trademarks, or appearance of the materials or equipment. Seller shall further indemnify and hold Buyer harmless from any and all expenses, losses, claims, royalties, profits, and damages, including court costs and attorneys' fees, resulting from the bringing of such suits or proceedings or the threat thereof and from any settlement, decree or judgment therein. Buyer reserves the right to control any such suit or proceeding
- LIMITATION OF LIABILITY. LIMITATION OF LIABILITY. IN NO EVENT SHALL BUYER BE LIABLE TO SELLER FOR ANY INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF, OR IN CONNECTION WITH, THIS PURCHASE ORDER, WHETHER OR NOT SELLER WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BUYER’S MAXIMUM LIABILITY ARISING OUT OF OR IN RELATION TO THIS AGREEMENT, REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, OR OTHERWISE), WILL NOT EXCEED THE AMOUNT OF THE PURCHASE ORDER IN WHICH THE CAUSE OF ACTION AROSE.
- FORCE MAJEURE. Neither Party will be held liable for failure to fulfill its obligations hereunder if such failure is due to a Force Majeure Event. A “Force Majeure Event” means, but is not limited to, an act of war; domestic and/or international terrorism; civil riots or rebellions; quarantines, embargoes and other similar unusual governmental actions; or extraordinary elements of nature or acts of God; provided that such Force Majeure Event is beyond the excused Party’s reasonable control, occurs without the excused Party’s fault or negligence, is not caused directly or indirectly by the excused Party and could not have been prevented or avoided by the excused Party’s reasonable diligence. Notwithstanding the foregoing, unless agreed to in writing by Buyer, any delay that Buyer, in its sole discretion, deems excessive will be grounds for termination by Buyer if such delay is not cured after ten (10) calendar days written notice of Buyer’s intent to terminate.
- CHOICE OF LAW AND DISPUTES. This Agreement between Buyer and Seller shall be construed, and the respective rights and duties of Buyer and Seller shall be determined, according to the laws of the State of Delaware, without giving effect to its principles of conflicts of laws. Any claims or legal actions by one Party against the other arising or related in any way to the Purchase Order, these Terms and Conditions of Purchase, and/or any related contract, shall be commenced and maintained in any state or federal court located in the State of Delaware. Both parties hereby submit to the jurisdiction and venue of any such court.
- EXPORT/IMPORT. (a) If Seller is a U.S. company that engages in the business of either manufacturing or exporting defense articles or furnishing defense services, the Seller hereby certifies that it has and is currently registered with the U.S. Department of State Directorate of Defense Trade Controls (“DDTC”) and understands its obligations to comply with the International Traffic In Arms Regulations (“ITAR”). (b) Seller shall advise Buyer as to the defense article status of the Goods and mark any technical data provided to Buyer in connection with the Goods or Services to indicate if it is subject to ITAR controls. If any of the Goods or technical data is subject to ITAR, Buyer may need to obtain an import license from DDTC, and in such instance, upon instruction from the Buyer, Seller shall, at no expense to the Buyer, delay delivery of the Goods and technical data until the Buyer shall receive any necessary import license. (c) Seller shall control the disclosure of and access to technical data, information and other items received under this Purchase Order in accordance with and otherwise comply with U.S. export control laws and regulations, including but not limited to the ITAR and the Export Administration Regulations (“EAR”). No technical data, information or other items provided by the Buyer in connection with this Purchase Order shall be provided to any foreign persons or to a foreign entity, including without limitation, a foreign subsidiary of Seller, without the express prior written authorization of the Buyer and the Seller’s obtaining of the appropriate export license, technical assistance agreement or other required documentation for ITAR- controlled technical data, information, or items. (d) Seller shall immediately notify Buyer in writing if it is or becomes listed on a Debarred, Excluded or Denied Party List of an agency of the U.S. Government, or if its export privileges are denied, suspended, or revoked.
- ASSIGNMENT. Seller may not assign this Purchase Order or any of Seller's obligations hereunder without the prior written consent of Buyer. Any attempt to assign this Purchase Order without such consent will be null and void. No assignment, delegation or subcontracting by Seller, with or without Buyer’s written consent, shall relieve Seller of any of its obligations under this Purchase Order or prejudice any of Buyer’s rights against Seller. Notwithstanding anything herein to the contrary, Buyer may assign this Purchase Order to an affiliate of or successor in interest to Buyer, at any time, after providing Seller with written notice of such assignment.
- CONFLICT OF TERMS. In the event of any inconsistency between the terms of these Terms and Conditions of Purchase and the Purchase Order, the terms of the Purchase Order shall prevail. Capitalized terms that are not defined herein are defined in the Purchase Order.
- WAIVER AND SEVERABILITY. The failure of Buyer to insist upon the performance of any provision of this Purchase Order, or to exercise any right or privilege granted to the Buyer under this Purchase Order, shall not be construed as waiving such provision or any other provision of this Purchase Order, and the same shall continue in full force and effect. Each paragraph and provision of this Purchase Order is severable, and if one or more paragraphs or provisions are declared invalid, the remaining provisions of this Purchase Order will remain in full force and effect.
- COUNTERFEIT PARTS/MATERIALS PREVENTION AND CONTROL. Seller represents and warrants that only new and authentic materials are used in the Goods to be delivered to Buyer under this Purchase Order and that the Goods delivered contain no counterfeit parts or suspect counterfeit parts. Sellers shall ensure through their processes and/or a formal program against the receipt of counterfeit parts/materials into their inventory, against their use in manufacturing, and against their being sold to other Sellers. Sellers processes and/or formal program shall be similar to, and meet the intent of SAE AS6174, Counterfeit Material; Assuring Acquisition of Authentic and Conforming Material and/or AS5553, Counterfeit Electronic Parts; Avoidance, Detection, Mitigation, and Disposition. If counterfeit parts are found in any of the Goods delivered hereunder, such items will be impounded by Buyer. The Seller shall promptly replace such counterfeit parts with parts acceptable to the Buyer and Seller shall be liable for all costs relating to the removal and replacement of said parts. Buyer reserves all contractual rights and remedies to address grievances and detrimental impacts caused by suspect/counterfeit parts.
- INTELLECTUAL PROPERTY. Any copyright, trademark, trade secret, software, data, idea, concept, process, formula, invention, system, report, or other intellectual property resulting from any Seller work performed for the Purchase Order, derived from or based on information supplied by Buyer, or conceived or reduced to practice by Seller using Buyer's funds, will be the sole property of Buyer. Seller agrees to assign and hereby assigns to Buyer any interest Seller may have in such intellectual property right or invention(s) conceived by Seller or reduced to practice by Seller.
- WORK ON BUYER OR CUSTOMER PREMISES. If this Purchase Order involves work by Seller on Buyer’s or Buyer’s Customer’s premises, Seller and Seller’s subcontractors or suppliers shall comply with all safety and security regulations and shall take all precautions required by Buyer or otherwise necessary to prevent the occurrence of any injury to person or property during the progress of such work. Seller shall promptly inform Buyer of any injury or damage that occurs. Buyer may, at its sole discretion, remove or require Seller to remove any specified personnel of Seller from Buyer’s or Buyer’s Customer’s premises and request that such personnel not be reassigned to any Buyer premises under this Purchase Order. Any costs arising from or related to removal of Seller’s employee shall be borne solely by Seller and not charged to this Purchase Order.
- GRATUITIES, KICKBACKS, BUSINESS CONDUCT AND ETHICS. Buyer is committed to building strong business relationships with its suppliers based on lawful, honest, ethical, and impartial business practices. Buyer’s expectation is that Seller will also conduct its business in a lawful, honest, ethical, and impartial manner. Seller (or any agent or representative of Seller) shall not offer or provide gratuities or kickbacks to any employee of Buyer. Failure of Seller to honor this commitment may, at Buyer's option, result in immediate termination of this Purchase Order. Buyer’s further expectation is that Seller will have (or will develop) and adhere to a code of ethical standards.
- RELATIONSHIP OF THE PARTIES. This Purchase Order shall not constitute, create, or give effect to or otherwise imply a joint venture or partnership of any kind. Each Party to this Purchase Order is an independent contractor. Neither Party shall be deemed to be an employee, agent, partner or legal representative of the other for any purpose, and neither shall have any right, power or authority to create any obligation on behalf of or bind the other in any way.
- RULES OF CONSTRUCTION. Each Party has participated fully in the review and negotiation of this Purchase Order. Any rule of construction to the effect that ambiguities are to be resolved against the drafting Party shall not apply in interpreting this Agreement. The language in this Agreement shall be interpreted as to its fair meaning and not strictly for or against any Party.
- SUPPLEMENTAL TERMS AND CONDITIONS (FLOW DOWNS). If this Purchase Order contains a U.S. Government Prime Contract Number or if any of the Goods or Services to be supplied under a Purchase Order are to be used on a U.S. Government contract, the applicable FAR, DFARS, or other government contracts clauses will be incorporated herein by reference and made a part of these Terms and Conditions. Buyer may flow down other required terms from its government contracts. Such supplemental terms will be added to the Purchase Order.