These Terms and Conditions apply to all Purchase Orders (POs) issued by ODS OmniSynk Distribution Services, unless otherwise expressly agreed in writing by ODS. By accepting an ODS PO, the Seller agrees to be bound by these Terms and Conditions.
1. Acceptance & Entire Agreement
- An ODS Purchase Order constitutes an offer to purchase goods or services.
- Seller's acceptance by acknowledgment, commencement of work, or shipment constitutes full agreement.
- The PO, these Terms, and any referenced specifications or attachments form the entire agreement. Any conflicting or additional terms proposed by Seller are rejected unless accepted in writing by ODS.
2. Reference Documents & Standards
- All goods and services must comply with applicable industry, quality, and regulatory standards, including but not limited to FAA, OSHA, ITAR/EAR, and other governing agencies.
- Unless otherwise specified, the latest revision of all referenced standards shall apply.
3. Changes & Modifications
- ODS reserves the right to modify specifications, drawings, designs, quantities, or delivery schedules.
- Seller must promptly comply with such changes. Equitable adjustments in price or delivery may be negotiated.
- Seller must submit any claim for adjustment within ten (10) days of receiving notice of change.
4. Packaging, Shipment, and Delivery
- Seller shall package goods to prevent damage and comply with shipping instructions.
- All shipments must include a packing list referencing the PO number.
- Delivery schedules are of the essence. Late deliveries may result in cancellation, rejection, or liability for damages.
5. Inspection, Acceptance & Quality Control
- All goods and services are subject to inspection and acceptance by ODS at any time.
- Nonconforming goods may be rejected, returned at Seller's expense, or repaired/replaced at Seller's cost.
- Seller shall maintain quality systems, traceability, and provide certifications as required.
6. Notice of Escape / Nonconformance
Seller must promptly notify ODS if it discovers that goods delivered, or in process, deviate from specifications.
7. Warranty
- Seller warrants goods and services for a minimum of twelve (12) months from acceptance.
- Goods must be free of defects in design, material, and workmanship, and conform to all applicable specifications.
- Remedies include repair, replacement, or refund, at ODS's option.
8. Recalls & Corrective Action
- Seller shall promptly notify ODS of any potential safety hazard, defect, or regulatory issue.
- Seller shall cooperate fully in any recall or corrective action and bear associated costs unless otherwise agreed.
9. Buyer-Furnished Property
- Tools, materials, or equipment provided by ODS remain ODS's property.
- Seller assumes risk of loss, must maintain, and return such property in good condition.
10. Right of Entry & Audit
- ODS, its customers, and regulatory agencies may enter Seller's facilities for inspection, audits, or verification of compliance.
- Seller shall provide access to all relevant records, processes, and personnel.
11. Qualification Requirements
Where applicable, Seller must demonstrate qualification of goods or processes per specifications before delivery.
12. Tooling & Material
- Unless otherwise agreed, tooling and materials paid for by ODS are ODS property.
- Seller shall label, safeguard, and maintain them.
13. Invoices & Payment
- Invoices must reference the PO number and include itemized charges.
- Payment terms are Net 30 days unless otherwise agreed.
- Tooling invoices must be submitted separately and clearly identified.
14. Taxes
- Prices are exclusive of taxes unless otherwise stated.
- Seller is responsible for all applicable taxes, duties, and fees not expressly assumed by ODS.
15. Termination
- ODS may terminate this PO in whole or part for convenience or for Seller's default.
- Upon termination for convenience, Seller may recover reasonable costs incurred up to termination.
- Upon termination for default, ODS may procure replacements and Seller shall be liable for excess costs.
16. Insolvency
ODS may cancel this PO without liability if Seller becomes insolvent, files for bankruptcy, or ceases operations.
17. Assignment
Seller shall not assign or subcontract this PO without prior written consent of ODS.
18. Labor Disputes
Seller must notify ODS immediately of any labor dispute or other circumstance that may delay performance.
19. Public Release & Confidentiality
- Seller shall not issue press releases, marketing, or public statements regarding this PO without ODS's consent.
- All information, drawings, and specifications provided by ODS are confidential and shall not be disclosed without written authorization.
20. Intellectual Property & Patents
- Seller warrants goods and services do not infringe on any third-party IP rights.
- Seller shall indemnify ODS against any claims, damages, or expenses arising from IP infringement.
21. Indemnification & Insurance
- Seller shall indemnify and hold ODS harmless from any claims, damages, or liabilities arising from Seller's performance.
- Seller shall maintain adequate insurance coverage, including general liability, product liability, and workers' compensation.
22. Compliance with Laws
- Seller must comply with all applicable laws, including export controls, labor laws, anti-bribery, environmental, and safety regulations.
- Seller shall flow down applicable requirements to its subcontractors.
23. Force Majeure
- Neither party shall be liable for failure to perform due to causes beyond reasonable control (natural disasters, war, government action, etc.).
- Seller must notify ODS promptly of any such delay.
24. Governing Law & Jurisdiction
- This PO and related disputes shall be governed by the laws of the State of Florida, without regard to conflict of laws.
- Any disputes shall be resolved in state or federal courts located in Florida.
25. Survival
Obligations relating to confidentiality, indemnification, warranty, IP, and compliance shall survive termination or completion of this PO.