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Terms and Conditions

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1. General Terms and Conditions

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1.1. The present Terms and Conditions shall serve as the definitive governing provisions of the contractual relationship between the parties, forming an integral and binding component of the Agreement. These provisions shall regulate the execution, enforcement, and performance of all obligations, rights, and responsibilities undertaken herein, and no deviation shall be recognized unless formally documented and mutually agreed upon in writing.

 

1.2. The Buyer shall retain the express and unilateral right to amend, revise, or otherwise modify these Terms and Conditions at its sole discretion. Any such modification shall take effect upon the expiration of a fourteen (14) calendar day notification period, commencing on the date written notice of such changes is transmitted to the Supplier. Should the Supplier object to the proposed modifications, such objection must be made in writing within the same fourteen (14) calendar day period. In the event the Supplier rejects the changes, this Agreement shall be deemed terminated as of the date of such objection, without further liability to either party except for obligations accrued prior to termination.

 

1.3. Purchase releases may be issued by the Buyer to the Seller in the form of written purchase orders for specific components, goods, or services (hereinafter referred to as “Components”) which Rogue Aerospace & Defense elects to procure. The Agreement, together with all purchase orders issued thereunder, shall be construed as a single unified contract, and shall not be interpreted or enforced as a series of separate installment contracts.

1.4. In its capacity as Prime Contractor, the Buyer shall exclusively retain all rights to interface, negotiate, and conduct business with the end customer, whether such customer is a governmental agency or a commercial entity deriving benefit under the order. Rogue Aerospace & Defense shall be solely responsible for all matters of liaison, coordination, and official communication with the Rogue Aerospace & Defense customer, including the United States Government, to the extent that such communications bear upon the prime contract, this Agreement, or any related contractual arrangements.

 

1.5. The authority to alter, modify, or amend this contract or any related purchase order shall be vested solely in designated procurement or purchasing representatives of Rogue Aerospace & Defense. Any such amendment must be executed in writing and duly approved by authorized procurement personnel, including any equitable adjustments necessitated thereby. Technical or engineering representatives of Rogue Aerospace & Defense may offer assistance, provide technical advice, or engage in informational exchanges with Seller’s personnel concerning the performance of work; however, such interactions shall not constitute, nor be construed as, a formal contractual change under the Federal Acquisition Regulation “Changes” clause (FAR 52.243-1). All required notices or communications from the Seller under this Agreement shall be addressed exclusively to the designated procurement or purchasing representative unless expressly directed otherwise in writing.

 

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2. Quality Assurance Requirements

 

2.1. The Supplier shall maintain and operate a documented quality management system in compliance with applicable provisions of AS9100, ISO 9001, or an equivalent recognized quality standard. Rogue Aerospace & Defense reserves the right to conduct periodic evaluations, inspections, or audits of the Supplier’s quality assurance systems, processes, and procedures to ensure ongoing compliance.

 

2.2. The Supplier shall ensure that all individuals performing work on behalf of the Supplier under any contract, statement of work, or purchase order issued by Rogue Aerospace & Defense possess adequate competence, established through appropriate education, training, and/or verifiable experience. Furthermore, the Supplier shall ensure that such individuals are fully aware of their role in contributing to product and service conformity, understand their responsibility toward maintaining product safety, and recognize the importance of adhering to the highest standards of ethical conduct.

 

2.3. The Supplier shall implement and maintain a comprehensive counterfeit parts prevention and mitigation program. Should the Supplier identify or suspect that counterfeit components, parts, or materials have been furnished under this Agreement, the Supplier shall promptly notify the Buyer. The Buyer reserves the right to quarantine, control, and, where necessary, destroy any suspect or confirmed counterfeit material to prevent its reentry into the supply chain. If such material is returned to the Supplier, the Supplier shall segregate and secure the material until its authenticity is validated. The Buyer reserves the right to report incidents involving counterfeit parts to internal stakeholders, customers, relevant governmental bodies, recognized industry reporting programs (including, but not limited to, GIDEP), and law enforcement authorities.

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3. Pricing, Purchase Orders, Invoice, and Payment

 

3.1. Unless explicitly stated otherwise in the governing contract or purchase order, no invoices shall be issued, nor shall any payments be made by the Buyer, prior to the delivery of goods or completion of services as stipulated in the Buyer’s contractual documentation. All payments shall remain subject to adjustment for shortages, defects, or rejection of delivered items upon inspection.

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3.2. No variations in quantity from those expressly stated in the applicable purchase order shall be authorized or accepted without prior written consent from the Buyer. Any unauthorized variation shall constitute grounds for rejection of the delivered goods at the Supplier’s expense.

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4. Confidentiality and Non-Disclosure

 

4.1. The Seller shall neither use for its own benefit nor disclose to any third party any proprietary or confidential data, designs, drawings, specifications, or other information furnished by Rogue Aerospace & Defense, except as may be strictly necessary to fulfill the terms of this Agreement. All such information shall remain the exclusive property of Rogue Aerospace & Defense and shall be promptly returned, together with any copies, upon completion, cancellation, or termination of this Agreement.

 

4.2. This Agreement, together with all rights and obligations hereunder, may not be assigned by the Seller without the Buyer’s prior written consent. Any purported assignment without such consent shall be null and void.

 

4.3. The Seller shall not subcontract, delegate, or otherwise transfer the performance of its obligations under this Agreement, whether by operation of law or otherwise, without prior written approval from the Buyer, except as may be expressly authorized within the specific terms, conditions, quality clauses, specifications, or other controlling contractual documents applicable to this Agreement.

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5. FAR and DFARS Clauses and Provisions

 

5.1. The Supplier shall comply in full with all applicable provisions of the Federal Acquisition Regulation (“FAR”) and the Defense Federal Acquisition Regulation Supplement (“DFARS”), as amended to the most current versions in effect as of the date of the contract, purchase order, or statement of work. Such compliance shall apply to all contractual undertakings, whether directly with the Buyer or indirectly through a subcontract relationship under a prime government contract.

 

5.2. For purposes of interpreting FAR and DFARS provisions in the context of this Agreement, all references to the terms “Government Contracting Officer,” “Contracting Officer,” and “Government” shall be deemed to refer to the authorized contracting or ordering agent of Rogue Aerospace & Defense who is vested with the authority to issue, administer, and amend this Agreement or any associated purchase order.

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6. Import/Export

 

6.1. In fulfilling the obligations under this Agreement or any related purchase order, each party shall strictly comply with all applicable domestic and international laws, regulations, and governmental orders pertaining to the export, re-export, transfer, or disclosure of goods, software, technology, technical data, or services (collectively, “Controlled Items/Services”). Without limitation, such compliance shall include adherence to the U.S. Export Administration Regulations (“EAR”) and the U.S. International Traffic in Arms Regulations (“ITAR”), as amended from time to time. The parties acknowledge that the unlawful transfer or disclosure of Controlled Items/Services may constitute a violation of applicable law and may subject the violator to civil and criminal penalties.

 

 

7. Components Disclosure, Special Warnings, Configuration, Quality, and Control

 

7.1. Unless explicitly stated otherwise in the relevant purchase order, all goods and materials supplied shall conform to the latest applicable revision level available at the time of fulfillment. If the purchase order references a superseded revision, the Supplier shall notify the Buyer before acceptance to confirm the correct revision level. All work delivered shall consist of new materials, as defined by FAR 52.211-5, and shall not include used, refurbished, remanufactured, or aged items in any manner that may impair their performance, safety, or intended use.

 

7.2. The Buyer may, by written directive, require changes within the scope of the contract relating to drawings, specifications, quantities, shipping instructions, or delivery schedules. Should such changes result in an increase or decrease in cost or delivery time, the Supplier must submit a written claim for equitable adjustment within thirty (30) calendar days of receiving the change order, or within any additional period agreed to in writing by the Buyer.

 

7.3. The Supplier shall ensure the maintenance and enforcement of quality control processes sufficient to guarantee full compliance with the requirements of this Agreement, whether the work is performed directly by the Supplier or by its sub-tier sources. All applicable sections and subsections of these Terms and Conditions shall be flowed down to every level of subcontracting necessary for performance, and the Supplier shall ensure incorporation of such terms in all applicable lower-tier purchase orders or contracts.

 

7.4. Should the Buyer reject any goods or services delivered under this Agreement, the Buyer may, at its sole election, require the Supplier to replace such defective items at the Supplier’s sole expense. No replacements shall be furnished without prior written approval from the Buyer.

 

7.5. A Certificate of Conformance shall accompany applicable deliveries and must include the following information: part number exactly as stated in the purchase order, applicable drawings or specifications to establish approved manufacturing source and traceability, purchase order number, applicable military specification part number revision (where applicable), delivered quantity, serial numbers (if applicable), name and address of the manufacturing or processing facility, signature of an authorized representative, and the date of certification.

 

7.6. Vague or indeterminate language in certifications, such as “to the best of my knowledge” or “manufactured per standard shop practice,” shall not be accepted and may result in rejection upon receipt.

 

7.7. Items requiring Qualified Products List (QPL) compliance shall be manufactured solely by approved QPL sources. For reference regarding military application requirements, see official Department of Defense QPL listings.

 

7.8. For all QPL-designated items, the Supplier must obtain and retain evidence of manufacturing or processing by an approved QPL source and shall furnish such certification upon request.

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7.9. Full lot traceability to the original point of manufacture or processing is required for all components, subcomponents, and assemblies.

 

7.10. Any materials subject to shelf-life limitations must, at the time of shipment, have no less than eighty-five percent (85%) of their original shelf life remaining. The Supplier shall provide, with shipment, the manufacturer’s name, lot number, date of manufacture, and expiration date for each applicable item.

 

7.11. Bar code labeling, where required, shall be provided in accordance with the specific requirements stated in the contract or purchase order. In cases where additional bar code specifications are necessary, such requirements shall be supplied in writing by the Buyer’s procurement representative.

 

7.12. Rogue Aerospace & Defense reserves the right to enter the Supplier’s facilities, as well as any applicable sub-tier facilities, for the purposes of inspecting, auditing, or verifying compliance with contractual requirements. Such inspections may include in-process verifications, quality system audits, and other surveillance measures. The Supplier shall furnish adequate facilities for such inspections at no cost to the Buyer.

 

7.13. During contract performance, the Supplier’s quality systems, facilities, and processes shall be subject to review by duly authorized government representatives in accordance with FAR 46.102, which sets forth policies on quality assurance requirements.

 

7.14. The Supplier shall maintain complete records sufficient to verify conformance with all requirements of this Agreement and shall retain such records for a minimum of seven (7) years from the date of final delivery. Such records shall be made available for inspection by the Buyer, the Buyer’s customers, and relevant regulatory authorities upon reasonable notice, and at no cost to the Buyer.

 

7.15. Any special storage or environmental requirements for supplied items, including temperature-controlled conditions, shall be disclosed by the Supplier at the time of quotation.

 

 

8. Packaging, Shipping, and Transportation

 

8.1. Unless otherwise specified, all goods shall be packaged in accordance with sound commercial practices to ensure protection against damage, deterioration, or loss during transportation, handling, and storage.

 

8.2. A complete packing list shall accompany each shipment, and all containers shall be clearly marked with lifting, loading, and handling instructions, the Buyer’s purchase order number, item number, date of shipment, and the names and addresses of both consignor and consignee.

 

 

8.3. All bills of lading shall reference the applicable purchase order number.

 

8.4. Deliveries shall strictly conform to the quantities and delivery dates specified in the Buyer’s purchase orders. Timely delivery is of the essence, and late deliveries shall be considered a breach of contractual obligations, potentially affecting the Supplier’s delivery performance rating.

 

8.5. Each shipment shall be accompanied by a packing slip identifying the Buyer’s purchase order number, revision level (if applicable), the Buyer’s part number, the Supplier’s part number (if applicable), product description, total quantity shipped, and the number of cartons or containers. Mixed product cartons shall be clearly marked to identify contents, and where a Certificate of Conformance is required, it shall be included with the packing slip.

 

8.6. If the Supplier anticipates that any delivery will not meet the contractual delivery date, the Buyer may, at its discretion, require the Supplier to use expedited shipping methods at the Supplier’s sole expense.

 

8.7. The Buyer shall determine the mode of transportation for all shipments. If no method is specified, the Supplier shall select an appropriate mode, the cost of which shall be borne by the Buyer.

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9. Intellectual Property Rights and Warranties

 

9.1. The Supplier warrants that all goods, services, and deliverables furnished under this Agreement shall be free from infringement or unauthorized use of any third party’s intellectual property rights, whether within the United States or abroad. The Supplier shall indemnify, defend, and hold harmless Rogue Aerospace & Defense, its affiliates, and its customers against any and all claims, demands, damages, liabilities, losses, costs, and expenses (including reasonable attorneys’ fees) arising from or related to any claim that the work provided hereunder infringes upon or otherwise violates any intellectual property rights.

 

 

10. Suspension, Rescission, and Termination

 

10.1. The Supplier shall immediately notify the Buyer if it becomes debarred, suspended, proposed for debarment, or experiences a loss or change in any relevant certification status by any federal agency during the term of this Agreement.

 

10.2. In the event that the Supplier fails to deliver goods in accordance with the agreed delivery schedule, the Buyer shall be entitled to liquidated damages in an amount equivalent to the value of the undelivered items, including any associated shipping and tax costs. Such liquidated damages shall be resolved within thirty (30) days of identification of the failure and shall be considered compensatory in nature, not punitive.

 

10.3. The Buyer may terminate this Agreement, in whole or in part, by written notice of default to the Supplier if the Supplier fails to deliver items on time, fails to comply with contractual requirements, becomes insolvent, enters bankruptcy proceedings, or fails to provide adequate assurances of performance upon request. Upon termination, the Buyer may procure substitute goods or services and recover from the Supplier any additional costs incurred. The Supplier shall continue performing any un-terminated portions of the Agreement. The Buyer may also terminate this Agreement for convenience, in which case the Supplier may submit a claim for equitable adjustment covering work performed and costs incurred up to the date of termination.

 

11. Governing Law, Dispute Resolution, and Indemnification

 

11.1. This Agreement, and all disputes arising hereunder, shall be governed by and construed in accordance with the laws of the State of Tennessee, without regard to its conflict-of-law rules.

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11.2. In the event of a dispute arising out of or relating to this Agreement, the parties shall first attempt to resolve the matter through good faith consultation and negotiation. If the dispute remains unresolved thirty (30) days after the commencement of such discussions, either party may pursue available legal or equitable remedies.

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