Air Squared – April 2025
Terms and Conditions of Purchase
1. DEFINITIONS.
(A) “Air Squared” means Air Squared Group, LLC or any of its subsidiaries or affiliates.
(B) “Goods” means any goods, supplies, materials, articles, parts, components, assemblies, software, or other items (or any part thereof) to be provided by Seller under this Order.
(C) “IP” means all rights in and to US and foreign (i) patents, patent disclosures and inventions (whether patentable or not), (ii) trademarks, service marks, trade dress, trade names, logos, corporate names and domain names, and other similar designations of source or origin, together with the goodwill symbolized by any of the foregoing, (iii) copyrights and copyrightable works (including computer programs), and rights in data and databases, (iv) trade secrets, know-how and other confidential information, and (v) all other intellectual property rights, in each case whether registered or unregistered and including all registrations and applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection in any part of the world.
(D) “Seller” means any vendor or company supplying Goods and/or Services to Air Squared pursuant to this Order.
(E) “Services” means all engineering, design, construction or other services, labor, materials, equipment or tools, and all else necessary to complete the work and provide any deliverables specified on this Order.
(F) “Specifications” means all specifications, plans, drawings, patterns, process information, designs, technical information, data, information, or Air Squared Property applicable to the Goods and/or Services.
2. APPLICABILITY. These Terms and Conditions of Purchase (these “Terms”) and the accompanying purchase order provided by Air Squared constitute an offer (this “Offer”) by Air Squared to purchase from Seller the Goods and/or Services identified in this Offer. This Offer consists of these Terms, the accompanying purchase order, and any documents incorporated by reference and contains all and the only terms and conditions upon which Air Squared will purchase Goods and Services from Seller. Air Squared may withdraw or revoke this Offer (i) at any time prior to Seller’s acceptance or (ii) if Seller’s acceptance is not confirmed within 3 days of receipt. Unless otherwise indicated in writing, this Offer expires 30 days from the date of issuance by Air Squared.
3. ACCEPTANCE AND ACKNOWLEDGEMENT OF OFFER. Seller’s acceptance of this Offer will be confirmed by the earlier of Seller timely (A) returning a written acknowledgement or confirmation of this Offer, (B) commencing manufacture, delivery, or other performance under this Offer, or (C) providing any other written or oral indication that this Offer has been accepted by Seller. Upon such acceptance, this Offer (including these Terms) will form a valid and binding supply contract and will constitute the entire agreement between Seller and Air Squared for the purchase of Goods and Services (the “Order”). This Offer is expressly conditioned on Seller’s unconditional acceptance of these Terms and the prices, Specifications, and other terms stated in the Offer. Air Squared expressly rejects all additional or different terms or conditions submitted to Air Squared in Seller’s confirmation, acknowledgement, invoice, or other acceptance documents. Seller acknowledges that such additional or different terms and conditions will be deemed material alterations to the Offer and will not form part of the Order.
4. DELIVERY. Timely delivery of the Goods and performance of the Services is of the essence. Seller will deliver the Goods and perform the Services strictly in accordance with the quantities, schedules, and other requirements specified in this Order. No act of Air Squared, including acceptance of late deliveries, will act as a waiver of this Section 4. Seller will immediately notify Air Squared in writing of any anticipated or actual delay in Seller’s strict performance of its obligations under this Order. In the event of such delay, Air Squared may cause Seller to deliver the Goods or complete performance of the Services by the most expeditious means, whereupon any additional delivery or other charges more than those that would apply for the usual means of delivery or performance will be borne by Seller. If Seller fails to deliver the Goods in full or complete performance of the Services by the date required by this Order, then Air Squared may terminate this Order upon written notice to Seller and purchase substitute goods elsewhere. Seller will indemnify and hold harmless Air Squared against any losses, claims, damages, and reasonable costs and expenses attributable to Seller’s failure. Air Squared may return any Goods delivered prior to the date required by this Order at Seller’s expense and Seller will redeliver such Goods on the required delivery date.
5. PACKING. All Goods will be packed for shipment according to Air Squared’s instructions and in a manner sufficient to ensure that the Goods are loaded, transported, unloaded, and delivered in an undamaged condition. Air Squared will not pay or be responsible for any charges for packaging, packing, or returnable containers, unless stated on this Order. Air Squared will not return any packaging material or containers, unless stated on this Order, and any return of such packaging material or containers will be made at Seller’s expense. All Goods that are hazardous materials will be marked by Seller with international danger symbols and will display the name of the material in English. Delivery and other shipping documents must include disclosure of the relevant hazard(s) and emergency response procedures. Such information may be provided on a Material Safety Data Sheet furnished with the Goods that identifies each hazardous chemical and includes information concerning its carcinogenicity or toxicity.
6. SHIPPING. Unless otherwise stated on this Order, all Goods will be delivered EXW to the delivery location specified on this Order. Air Squared will be entitled to specify the carrier to transport the Goods. If requested by Air Squared, Seller will send electronic notice of shipment the same day the Goods are shipped. Seller will provide to Air Squared all shipping documents, including the invoice, packing list, bill of lading, or any other document necessary to release the Goods to Air Squared when delivered.
7. TITLE & RISK OF LOSS. Title to the Goods passes to Air Squared upon the earlier of Air Squared’s full payment of the Goods or delivery of the Goods to the location specified in this Order. Title in all materials, parts, and work-in-process paid by advance or by progress payment by Air Squared shall vest in and remain in Air Squared upon Air Squared’s payment. Unless otherwise stated in this Order, Seller bears all risk of loss or damage to the Goods until delivery of the Goods to the location specified in this Order. Risk of loss or damage to any Goods rejected by Air Squared will pass back to Seller upon Air Squared providing notice of such rejection to Seller.
8. INSPECTION. All Goods ordered by Air Squared are subject to inspection and testing by Air Squared or its representatives or customers, including any government customers, at all times, including the period of manufacture and prior to delivery. Seller will permit access to its facilities at all reasonable times for such inspection and will provide all tools, facilities, and assistance reasonably necessary for such inspection, at no cost to Air Squared. Seller will retain all records relating to its inspection of Goods, including, without limitation, test results, production reports, measurement data, or any other documentation used in performance of work under this Order, for no less than 15 years. All Goods are also subject to inspection by Air Squared on or after delivery. Air Squared may reject all or any portion of the Goods if Air Squared determines that such Goods are defective or do not conform to the Specifications, warranties, or other requirements of this Order. If Air Squared rejects any portion of the Goods, Air Squared may exercise, at its sole option, any of the remedies set forth in Section 13 below. Air Squared will have the same rights of inspection and testing under this Section 8 for any replacement Goods. Any inspection, payment, or other action by Air Squared will not reduce or otherwise affect Seller’s obligations under the Order, including its warranty obligations.
9. CHANGES & ADJUSTMENTS. Air Squared may, at any time by written change order, change the quantities, Specifications, delivery location, method of shipment, and/or packing of the Goods or Services, authorize additional Goods or Services, and/or change the time for completion of the Services or delivery of the Goods. If any such change results in an increase or decrease in the cost or time required to perform under this Order, Seller will notify Air Squared in writing within 5 days of receipt of Air Squared’s change order. Nothing herein will excuse Seller from proceeding without delay in the performance of this Order as changed. Seller will not substitute or change any Goods, Services, products, or materials ordered by Air Squared without the prior written approval of Air Squared. Air Squared will not pay for any substitutions or changes that are not approved in writing by Air Squared prior to any substitutions or changes being implemented.
10. PRICE. Air Squared will pay the price for the Goods and Services specified on this Order. Unless otherwise specified on this Order, the price includes all surcharges, including all costs related to transportation, fuel, raw materials, packaging, packing, returnable containers, insurance, and custom duties. Surcharges for tooling or expedited delivery must be included in the original price quote and stated as a separate line item on this Order. No increase in the price or surcharges specified on this Order is effective, whether due to increased material, labor, or transportation costs or otherwise, without the prior written consent of Air Squared.
11. TAXES. Air Squared will be responsible for any sales, use, rental, personal property, or other similar taxes assessed on the Goods or Services provided under this Order. If Seller is required to collect certain taxes, then such taxes will be included on the invoice as separate line items; otherwise, Air Squared will pay such taxes directly. Seller will be liable for all taxes on all income it receives from Air Squared under this Order.
12. INVOICE & PAYMENT. Unless otherwise specified on this Order, Seller will issue invoices within 30 days following the delivery of the Goods or completion of the Services specifying the Order number, delivery location, Specifications, unit price, total price, sales tax, freight/delivery costs, and total amount payable, as applicable. Unless otherwise specified on this Order, Air Squared will pay all undisputed portions of an invoice within 60 days from the date Air Squared received a correct invoice or the date Air Squared accepted the Goods and/or Services, whichever is later. Air Squared will have no obligation to pay invoiced amounts it disputes in good faith until such dispute is resolved. Air Squared will notify Seller promptly of any such dispute, and Air Squared and Seller will seek to resolve all such disputes expeditiously and in good faith. Seller will continue to perform its obligations under this Order while Air Squared and Seller work to resolve any such dispute.
13. WARRANTIES & REMEDIES. (A) Seller warrants that, for a period of 18 months from the date of Air Squared’s acceptance, the Goods will be new, be free of defects in material and workmanship, be free and clear of all liens, security interests, and other encumbrances, and conform to applicable Specifications, samples, and other data or requirements specified by Air Squared. Any Goods or portion thereof not solely of Air Squared’s design will also be merchantable, free of design defects, fit for the purposes expressed in or reasonably inferable from this Order, and not infringe or misappropriate any IP right. If any Goods do not conform to any of these warranties, Air Squared may, at its sole option, (i) refuse to accept the Goods and terminate the entire Order for cause, including any unshipped or incomplete portion of the Order, (ii) retain the Goods at a reduced price, (iii) retain the Goods and require correction in place at Seller’s sole expense, or (iv) return the Goods and require replacement, correction, credit, or refund. Air Squared will not be required to obtain Seller’s permission to return any Goods to Seller that, in Air Squared’s reasonable discretion, are not in conformity with any of these warranties. If Air Squared requires replacement of the Goods, Seller will, at its sole expense, promptly replace the Goods and pay for all related expenses, including costs for storage, insurance, and transportation for the return of the Goods and the delivery of replacement Goods. If Seller fails to deliver replacement Goods within 30 days of Air Squared’s request, then Air Squared may replace the Goods with goods from another source, charge any excess costs to Seller, and terminate this Order for cause.
(B) Seller warrants that it will perform the Services in (i) a professional and workmanlike manner in accordance with best industry standards of care, skill, and diligence observed by professionals performing similar services, (ii) in strict compliance with all Laws (as defined in Section 24), and (iii) strictly in accordance with all requirements and Specifications of this Order. Seller further warrants that none of the Services infringe or misappropriate any IP right. If any of the Services fails to comply with any of these warranties, Seller will promptly correct such Services at Seller’s expense. If Seller fails to commence such correction within 5 days of receipt of notice from Air Squared, Air Squared may, at its sole option, terminate this Order for cause, procure the Services elsewhere, and charge Seller with any loss incurred.
(C) All warranties will survive delivery, inspection, acceptance and payment and will run to Air Squared and its customers. Any applicable statute of limitation begins on the date of Air Squared’s discovery of any noncompliance with these warranties. These warranties and remedies are cumulative and in addition to any other warranty or remedy provided by Law or equity. In the event Air Squared prevails in any legal or administrative action necessary to enforce these warranties and/or remedies against Seller, Air Squared will be entitled to recover its attorney fees and all costs from Seller. Seller hereby assumes full responsibility and liability resulting from its failure to satisfy these warranty obligations, specifically or in general.
14. INDEMNITY. (A) General. Seller will defend, indemnify, and hold harmless Air Squared, its owners, parents, affiliates, subsidiaries, successors, and assigns, and their respective agents, representatives, directors, officers, shareholders, employees, customers, and all persons claiming under Air Squared (“Indemnitees”) from and against any and all personal injury, sickness, disease, or death, injury to or destruction of real or personal property, including loss of use, theft, misuse, or misappropriation, damage, loss, liability, claim, deficiency, action, order, judgment, interest, award, penalty, fine, cost or expense, including reasonable court costs and attorney and professional fees and costs, and the cost of enforcing any right to indemnification hereunder and pursuing any insurance providers (“Liabilities”) arising from and in connection with the Goods, Services or Seller’s performance under this Order, including (i) the acts or omissions of Seller, its agents, employees, representatives, subcontractors, and others under Seller’s direction or control, except to the extent such Liabilities are proven to have been the direct result of the negligence or willful misconduct of Air Squared, (ii) assertions under Workers’ Compensation or similar employee benefit acts made by Seller or any of Seller’s employees, agents, subcontractors, or subcontractors’ employees or agents, or (iii) any claim that may be brought against Air Squared by reason of Seller’s failure to comply with any applicable Laws or the terms of this Order, including, without limitation, any warranty set forth herein.
(B) IP. Seller will defend, indemnify, and hold harmless the Indemnitees from and against any and all Liabilities arising out of or in connection with any infringement, misappropriation, or claim of infringement or misappropriation of any IP right relating to Goods, Services, and/or the use thereof, except to the extent such claim arises directly from Seller’s strict adherence to any Specifications developed solely by Air Squared. Seller will, at its expense and without any effect to or waiver of any right Air Squared may possess at either Law or equity, either: (i) procure for Air Squared the right to continue using such Goods or Services; or (ii) replace or modify the Goods or Services so that they become non-infringing but only if the modification or replacement does not adversely affect Air Squared’s rights or ability to use the Goods or Services. If neither of those options is reasonably possible, Seller will refund to Air Squared all amounts paid to Seller for the infringing Goods or Services and reimburse Air Squared for reasonable expenses of removal and replacement.
15. INSURANCE. Seller will, at its own expense, carry and maintain in full force and effect, during the term of this Order and for a period of at least 2 years following the last date of delivery of the Goods or completion of the Services, the following insurance: (i) Workers’ Compensation and Employers’ Liability Insurance in accordance with all applicable statutory requirements and limits; (ii) Commercial General Liability Insurance, including coverage for premises and completed operations, broad form property damage, personal injury liability, and contractual liability, with minimum limits for combined bodily injury and property damage of $1,000,000 per occurrence and $2,000,000 in the aggregate; (iii) Comprehensive Automobile Liability Insurance in amounts not less than $1,000,000 combined single limit bodily injury and property damage per occurrence and aggregate for owned and hired-owned automobiles; (iv) if Seller is providing Services, Professional Indemnity Insurance coverage in amounts not less than $1,000,000 for claims in connection with such Services; and (v) if applicable, Aircraft Liability Insurance with minimum limits of $10,000,000 for owned and non-owned aircraft.
16. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL AIR SQUARED OR SELLER BE LIABLE TO THE OTHER OR TO ANY THIRD PERSON OR ENTITY WITH RESPECT TO THE SUBJECT MATTER OF THIS ORDER, UNDER ANY EQUITY, COMMON LAW, TORT, CONTRACT, ESTOPPEL, NEGLIGENCE, STRICT LIABILITY, WARRANTY, OR OTHER THEORY, FOR ANY (A) INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, CONSEQUENTIAL, OR INDIRECT DAMAGES, OR (B) DAMAGES RELATING TO DIMINUTION OR DEPRECIATION IN VALUE, DELAY OR IDLE TIME FOR LABOR AND EQUIPMENT, OR LOSS OF SALES, CONTRACTS, BUSINESS, PROFITS, REVENUES, PRODUCTION, SAVINGS, DATA, OPPORTUNITY, USE, REPUTATION, OR GOODWILL, EVEN IF THE REMEDIES PROVIDED FOR IN THIS ORDER FAIL FOR THEIR ESSENTIAL PURPOSE AND EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF ANY OF THE FOREGOING DAMAGES OR THE FOREGOING DAMAGES COULD HAVE BEEN REASONABLY FORESEEN. Notwithstanding the foregoing, nothing in this Order will exclude or limit Seller’s liability (i) under Sections 13, 14, 19, 20, 21, 24, 25, 26, or 27, (ii) for fraud, gross negligence, or willful misconduct, or (iii) for personal injury or death, or property damage or loss, caused by Seller’s negligence.
17. SPECIAL EQUIPMENT. If the price stated on this Order includes jigs, dies, fixtures, tools, specifications, or other special equipment and manufacturing aids used in the manufacture of the Goods or performance of the Services, such item(s) will become the property of Air Squared upon acquisition by Seller. Unless Air Squared provides its prior written consent, such items will not be used in the production, manufacture, or design of any goods or the performance of any services for any customer of Seller other than Air Squared. Such items and any other Air Squared property located at Seller’s premises shall be plainly marked, tagged, or otherwise adequately identified by Seller as “Property of Air Squared.”
18. AIR SQUARED’S PROPERTY. Any tools, molds, equipment, materials, tooling, and other personal property owned by Air Squared and furnished or made available to Seller by Air Squared pursuant to this Order (“Air Squared Property”) will at all times remain the property of Air Squared. Seller will defend, indemnify, and hold harmless Air Squared from all liens and claims upon Air Squared Property arising from any cause. Air Squared Property while in Seller’s possession or control will be kept in good condition, will comply with all requirements for Air Squared Property, including without limitation, storage and labeling, will be held at Seller’s risk, and will be kept insured by Seller, at its expense, in an amount equal to the replacement cost with loss payable to Air Squared.
19. AIR SQUARED’S SPECIFICATIONS. Any Specifications, and any information derived from the Specifications, (A) will remain Air Squared’s property, (B) will be kept confidential, (C) will not be published or disclosed to a third party without Air Squared’s prior written consent, and (D) will be returned to Air Squared immediately upon Air Squared’s request or upon termination or completion of this Order. The Specifications will be used solely by Seller in implementing this Order and may not be used for other purposes unless agreed to by Air Squared in writing. Air Squared providing Specifications to Seller will not constitute any grant, option, or license to Seller under any IP rights now or hereafter held by Air Squared. Air Squared reserves all IP rights embodied in the Specifications and exclusive rights for the use and reproduction thereof. Any invention or IP right first made or conceived by Seller in the performance of this Order which is derived from or based on the use of any Specification supplied by Air Squared, will be the property of Air Squared and Seller will execute such documents necessary to perfect Air Squared’s title thereto.
20. OWNERSHIP OF WORK PRODUCT. (A) Seller grants, transfers, and assigns to Air Squared, all right, title and interest in and to the Goods and any work product developed, derived, or created as a result of performing any Services or otherwise resulting from this Order (including, without limitation, any IP rights related thereto) (‘Work Product”). All Work Product is and will be considered “work made for hire” for Air Squared. If the Work Product (or any portion thereof) is not deemed to be work made for hire, and/or if Seller is deemed for any reason to have any ownership right, title, or interest therein, Seller hereby grants, transfers, and assigns to Air Squared all right, title, and interest in and to the Work Product. For the avoidance of doubt, all Specifications, plans, drawings, patterns, designs, trade secrets, technical data, process information, programs, and software that may be developed, improved, and/or conceived in connection with the Goods or during the performance of the Services are the exclusive property of Air Squared and will be provided to Air Squared upon Air Squared’s request or upon completion or termination of this Order. Seller will make prompt written disclosure to Air Squared of all Work Product, and will take all actions and execute all documents that Air Squared deems reasonably necessary to establish, vest, perfect, effectuate, and preserve Air Squared’s ownership and IP rights in such Work Product.
(B) Air Squared acknowledges that Seller may have developed know-how, techniques, modeling, methodology, technology, and software tools prior to entering into this Order and may own IP rights in techniques and concepts that were not conceived or first produced by Seller in the performance of this Order (“Pre-Existing Technology”). As between Air Squared and Seller, all rights, title, and interest in the Pre-Existing Technology, whether conceived or made by Seller alone or with others, are retained and owned by Seller. Seller hereby grants Air Squared a perpetual, worldwide, royalty free, paid-up, irrevocable, non-exclusive, transferable, sub-licensable license to the Pre-Existing Technology to the extent it is incorporated in any Work Product, Goods, or Services delivered to Air Squared under this Order.
21. CONFIDENTIALITY. Seller may be exposed, or have access, to confidential and proprietary information belonging to or supplied by Air Squared, including, without limitation, Work Product, Specifications, analysis, research, computer programs, methods, ideas, know-how, business information (including sales and marketing research, materials, plans, accounting and financial information, personnel records, customer lists, and the like), and any other information relating to the business or affairs of Air Squared (“Confidential Information”). Seller agrees that it will not use, transfer, commercialize, or disclose Air Squared’s Confidential Information to any person or entity, except to its own employees to the extent that they have a need to know such Confidential Information in connection with the performance of this Order and who are themselves bound by similar nondisclosure restrictions. Seller will use at least the same degree of care in safeguarding Air Squared’s Confidential Information as it uses in safeguarding its own confidential information, but in no event will less than reasonable care be exercised. All of Air Squared’s Confidential Information will at all times remain the property of Air Squared and will be returned to Air Squared immediately upon Air Squared’s request or upon completion or termination of this Order. Unless otherwise agreed to in writing by Air Squared, any information disclosed by Seller to Air Squared in connection with this Order will not be deemed confidential or proprietary information and will be held or used by Air Squared without any restrictions.
22. TERMINATION. (A) Air Squared may, at any time upon written notice, suspend or terminate all or any part of this Order without cause or liability. In the event of such termination, Seller will cease all work under this Order and will deliver to Air Squared all Confidential Information, Work Product, Specifications, and any materials or information provided by Air Squared to Seller or created by Seller under this Order, whether complete or partially complete. In the event of such termination, Seller’s sole and exclusive remedy is payment for Services rendered and Goods accepted by Air Squared prior to the effective date of termination. In no event shall the aggregate of the amounts paid by Air Squared under this Order exceed the Order price.
(B) Either party may terminate this Order (i) in the event that the other party breaches any term of this Order and such breach remains uncured for 10 days following written notice by the non-breaching party, or (ii) immediately if the other party is or becomes insolvent, files for bankruptcy or similar protection from courts of law, or makes an assignment for the benefit of creditors. Upon a termination under this Section 22(B) by Air Squared, Seller shall continue to perform under this Order to the extent not terminated, and Air Squared may procure, upon such terms it deems appropriate, goods or services similar to those that were terminated due to default and may recover from Seller any excess costs for such goods or services.
(C) Termination of this Order will not relieve or release either party from any rights, liabilities, or obligations that such party has accrued prior to the date of such termination.
23. FORCE MAJEURE. Neither Air Squared nor Seller will be liable to the other for default or delay in performing its obligations under this Order due to any occurrence beyond its reasonable control, including natural phenomena such as earthquakes and floods, fires, riots, acts of terrorism, war, or freight embargoes (“Force Majeure”). Force Majeure does not include events that were reasonably foreseeable or were attributable to the party claiming the Force Majeure. Economic hardship or changes in market conditions do not constitute a Force Majeure. If a party is delayed or prevented from performing due to Force Majeure, the party must inform the other party in writing as soon as practicable, but in all cases within 5 days of the start of the Force Majeure. The notice must detail the nature of the Force Majeure and how long the party expects it to continue. If the Force Majeure continues, or is reasonably expected to continue, for more than 30 days, then the non-declaring party may immediately terminate this Order by written notice. Otherwise, both parties’ rights and obligations will be suspended for the period of the Force Majeure.
24. COMPLIANCE WITH LAWS, SUPPLIER CODE OF CONDUCT, AND AIR SQUARED POLICIES. The parties must comply with all applicable standards, provisions, and stipulations of all pertinent international, federal, state, and local laws, rules, regulations, ordinances, and Executive Orders (“Laws”). Seller has and will maintain in effect all the licenses, permissions, authorizations, consents, and permits necessary to carry out its obligations under this Order.
25. EXPORT COMPLIANCE. Seller must comply with the applicable import and export Laws and regulations of Air Squared’s country, Seller’s country, and of the United States and with all applicable export licenses and their provisos. This Order may involve information or items that are subject to the International Traffic in Arms Regulations (ITAR) or Export Administration Regulations (EAR) and that may not be released to Foreign Persons inside or outside the United States without the proper export authority. The importer/exporter of record has obtained or will obtain and will properly use U.S. Government import/export authorization to furnish to Air Squared any defense articles, technical data, defense services, software, and/or other controlled items, which are necessary for Air Squared to perform this Order and which require such authorization.
26. GOVERNMENT CONTRACTS. If the Goods or Services are purchased by Air Squared under this Order in connection with a U.S. Government prime or high tier- subcontract, Seller will comply with (and where applicable will require its subcontracts and suppliers to comply with) all applicable Federal Acquisition Regulations (FAR), Defense Federal Acquisition Regulations (DFARS), and any other agency specific regulation clauses. Seller certifies, to the best of its knowledge and belief, that neither Seller nor any of its principals are debarred, suspended, proposed for debarment, or declared ineligible for the award of contracts by any federal agency.
27. GRATUITIES & BRIBERY. Seller warrants that neither it nor any of its employees, agents, or representatives have offered or given any gratuities to Air Squared’s employees, agents, or representatives with a view toward securing this Order or securing favorable treatment with respect thereto. In addition, each party will, at all times, act in a lawful manner and will not use monies associated with this Order to bribe government officials and shall comply with all applicable country laws relating to anti-corruptions or anti-bribery.
28. ASSIGNMENT & SUBCONTRACTS. Seller may not subcontract or delegate any duties, nor assign this Order or any rights or claims under this Order, including monies due or become due, without the prior written approval of Air Squared.
29. ADVERTISING. No references to Air Squared or references to Air Squared’s names, marks, codes, drawings, or Specifications will be used in any of Seller’s advertising, promotional efforts, or any publicity of any kind without Air Squared’s prior written permission.
30. SETOFF. All claims for money due or to become due from Air Squared will be subject to deduction or set-off by Air Squared by reason of any counterclaim arising out of this or any other transaction with Seller.
31. AUDIT. Seller’s records, including without limitation, accounting records, time sheets, written policies and procedures, test results, reports, supplier invoices, bills of material, correspondence, memoranda, and any other documentation relating to the performance of all work under this Order, will be open to inspection and subject to audit and copying, during normal working hours, by Air Squared or its representative to the extent necessary to evaluate claims submitted by Seller, as required by governmental authorities, or as necessary for any other valid business purpose.
32. INDEPENDENT CONTACTOR. The relationship between Seller and Air Squared is that of independent contractors. Nothing contained in this Order will be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, co-employment, or fiduciary relationship between the parties, and neither party will have authority to contract for or bind the other party in any manner whatsoever.
33. SITE WORK RULES. Should Seller need to work on an Air Squared site, Seller, and its employees and agents, will comply with all of Air Squared’s policies and rules for that site, including without limitation, all environmental, health, and safety (EHS) policies and rules.
34. NON-WAIVER. Air Squared’s waiver of any right, privilege, breach, term, or condition under this Order will not constitute a waiver of such right, privilege, breach, term, or condition, or any of other right, privilege, breach, term, or condition, on any other occasion, whether of same or similar type.
35. SEVERABILITY. In the event any provision of this Order is determined to be invalid, such invalidity will not affect the validity of remaining portions of this Order, and the parties will substitute for the invalid provision a provision that most closely approximates the intent and economic effect of the invalid provision.
36. SEVERAL LIABILITY. The term Air Squared as used herein may apply to one or more entities and the singular will include the plural. If more than one entity is referred to as Air Squared, then their obligations and liabilities will be several, not joint. Notwithstanding the foregoing, any and all applicable discounts and/or credits will be based upon the combined forecasts and/or purchases made by all Air Squared entities under this Order.
37. NONEXCLUSIVE ORDER. It is expressly understood and agreed that this Order does not grant to Seller any exclusive privileges or rights and that Air Squared may contract with other suppliers for the same or similar goods and services. Air Squared makes no guarantee or commitment for any minimum or maximum amount of Goods or Services to be purchased under this Order.
38. REMEDIES. Air Squared’s rights and remedies provided in this Order will be cumulative and in addition to any other rights and remedies available at Law or equity.
39. SURVIVAL. The provisions of this Order that, by their sense and context, are intended to survive performance by either or both parties (including, without limitation, all provisions regarding confidentiality, IP rights, warranties, and indemnity obligations) will also survive the completion, expiration, termination, or cancellation of this Order.
40. CHOICE OF LAW, JURISDICTION, & VENUE. The Laws of the State of Colorado will govern, construe, and interpret this Order, notwithstanding conflict of laws. If an arbitrator or court determines that terms and conditions in addition to those contained in this Order should be included in interpreting the agreement between the parties, then notwithstanding any contrary Colorado Law, the parties agree that any different terms and conditions will be interpreted under Article 2 of the Uniform Commercial Code, section 2-207(2). The parties elect not to be bound by the United Nations Convention on Contracts for the International Sale of Goods. By supplying the Goods or Services, Seller acknowledges that it is transacting business at Air Squared’s principal place of business in Thornton, Colorado. The federal and state courts in the State of Colorado will have exclusive jurisdiction over all disputes and controversies arising out of this Order. Venue will be proper in Denver, Colorado.
41. MODIFICATION & MERGER. This Order may be modified only by a written agreement that is expressly designated as an amendment to this Order and is signed by Air Squared and Seller. This Order comprises the entire agreement between the parties and supersedes all prior or contemporaneous oral and written understandings, agreements, negotiations, representations, warranties, and communications between the parties.
If you have any questions, please contact our Purchasing Department at +1 (303) 466-2669 or purchasing@airsquared.com.
