Terms & Conditions

Terms of Purchase between Revolutionary Technologies LLC and Buyer

1. Definitions

The word “Seller” whenever used herein shall mean Revolutionary Technologies LLC, the party with which this order is placed is referred to herein as “Buyer.” The products, machinery, equipment, supplies and/or labor or services covered by this Sales Order are referred to herein as “Goods.” The terms “Sales Order,” herein and “hereto” refer to and include the Revolutionary Technologies LLC Sales Order defining the goods, pricing, and delivery schedule along with these Standard Terms and Conditions (“Agreement”) and any other documents specifically made a part of the Revolutionary Technologies LLC Sales Order.

2. Acceptance

The Products are checked and verified prior to the departure from the plants and are subject to normal tests in light of the Customer’s technical specifications. All costs resulting from the checks, tests or quality samples carried out at the Buyer’s premises shall be borne by the Buyer. The Buyer is required to accept the Products and is responsible for carefully reviewing their compliance. As such, the Buyer is deemed to have accepted the Products within fifteen (15) days from the delivery date. After this period, the Buyer is deemed to have accepted any apparent defects presented by the Product.

3. Assignment

Buyer may not transfer or assign this Agreement or any interest herein, by operation of law or otherwise, without the prior express written consent of Seller and any attempted transfer or assignment of this Agreement or any rights or duties hereunder without such consent shall be void.  Seller may assign its rights and delegate its duties hereunder. ANYTHING IN THE SALES ORDER TO THE CONTRARY NOTWITHSTANDING, SELLER SHALL BE ENTITLED TO FREELY ASSIGN, TRANSFER, NOVATE OR DELEGATE THIS SALES ORDER TO AN AFFILATED OR RELATED ENTITY OF SELLER (THE “NOVATEE”) UPON WRITTEN NOTICE TO BUYER. UPON ANY SUCH NOVATION BY SELLER, BUYER ACKNOWLEDGES AND AGREES THAT (I) THE NOVATEE SHALL DEEMED TO HAVE BEEN THE ORIGINAL PARTY TO THIS SALES ORDER, AND (II) SELLER SHALL NO LONGER BE A PARTY TO THIS SALES ORDER.

4. Title and Risk of Loss

All Goods shall be shipped via UPS or FedEx unless specified to the contrary in the Sales Order, and title and risk of loss to and with respect to the Goods shall pass to buyer.

5. Payment

Payment terms are in United States Dollar currency. Seller reserves the right to modify or withdraw credit terms at any time without notice and to require guarantees‚ security‚ or payment in advance of the amount of credit involved. If Buyer fails to fulfill the terms of payment‚ (Seller) may defer further shipment to Buyer or‚ at its option‚ cancel the unshipped portion of Buyer’s order. Buyer agrees to pay interest on all past due invoices at the highest contractual rate allowable under the laws of the State of New Hampshire.

6. Cancellation

At the discretion of Revolutionary Technologies LLC, any cancellation by Buyer prior to delivery of Goods is subject to being billed for materials and tooling already purchased for the project.

7. Warranty

Buyer agrees and acknowledges that there are no express warranties of any kind associated with its purchase of product(s) from Seller. Seller expressly disclaims all warranties of merchantability, including ANY IMPLIED WARRANTY OF MERCHANTABILITY OR WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. Seller warrants to the Buyer only that upon receipt Goods manufactured by Seller shall be free from defects in material and workmanship and shall meet Buyers order requirements as defined and agreed to by both parties.

8. Compliance With Laws

Buyer shall not sell Revolutionary Technologies LLC products to any individual, dealer, or agency that the Distributor knows is not in compliance with applicable firearms laws and regulations. Buyer is responsible for the proper due diligence and legal transactions required by local and federal laws within the country/territory in which the Buyer is operating.

Further, Buyer has read, understands, and complies with the Directorate of Defense Trade Controls, International Traffic in Arms Regulations (“ITAR”); the Export Administration Regulations (“EAR”) (15 C.F.R. Parts 730-774) of the U.S. Department of Commerce; the antiboycott and embargo regulations and guidelines issued under the EAR; the various embargo regulations and guidelines of the U.S. Department of the Treasury, Office of Foreign Assets Control, Foreign Corrupt Practices Act of 1977, as amended (“FCPA”), 15 U.S.C. §§ 78dd-1, et seq., 15 U.S.C. Chapter 2B-Securitites Exchanges.

 9. Limitation of Damages

To the extent permissible under applicable law, Revolutionary Technologies LLC shall not be liable to Buyer for any loss, recoupment or damage, whether actual, indirect, incidental, consequential, special, exemplary, punitive or otherwise, on any contract, warranty, tort, negligence, strict liability, antitrust, or any other legal basis, for or related to any termination of this Agreement. Without limiting the foregoing, in the event of termination of this Agreement, with or without cause, Revolutionary Technologies LLC’s liability to Buyer shall be entirely limited to nothing.

10. Indemnity

Buyer shall indemnify and hold harmless Seller and its agents, officers, directors, employees and assigns from and against any and all liabilities, claims, losses, damages, penalties, costs or expenses, (including, but not limited to court costs and reasonable attorneys’ fees) for damage to property of Buyer or others of whatsoever kind or nature or injury to persons (including, without limitation, death) arising from the delivery, use or operation of the Goods and due to the negligent or willful and wanton acts or omissions of Buyer, its agents, independent contractors, subcontractors, officers or employees.

11. Applicable Law

This Agreement shall be construed in accordance with the laws of the United States and the State of New Hampshire, without reference to New Hampshire’s conflict of law provisions, and the obligations, rights and remedies of the Parties hereunder shall be determined in accordance with such laws.  All disputes arising in connection with this Agreement, including, without limitation, disputes concerning or related to the enforceability of the arbitration provisions contained herein or as to whether any matter is subject to arbitration pursuant to this Agreement, shall be finally settled through international arbitration under the rules of the American Arbitration Association, by one or more arbitrators, appointed in accordance with said rules.  The arbitration site will be the state of New Hampshire, United States of America.  Arbitration proceedings will be conducted in English.  All documents and communications delivered to the arbitrator(s) or with respect to the arbitration proceedings and/or with respect to the performance by the Parties of their respective obligations hereunder shall be in English.  Each Party shall pay all of its own arbitration costs, including, without limitation, attorneys and professional fees, costs, and witness expenses.  Once the arbitration hearing is commenced, it shall remain during normal business hours for each following business day (weekends, United States of America, and New Hampshire State holidays excepted) until concluded.  The arbitrator(s) shall issue an award and a written, reasoned opinion, within thirty (30) days of the conclusion of the arbitration hearing.  The Parties agree that the arbitration, award, terms, and arbitrator’s written opinion shall be confidential

12. Severability

If any provision of this Agreement, or the application of such provision to any person or circumstance, shall be held invalid, the remainder of this Agreement, or the application of such provision to persons or circumstances other than those as to which it is held invalid, shall not be affected thereby.

13. Force Majeure

Neither party shall be liable for delay in the performance of this Agreement due to forces beyond the party’s control, including but not limited to acts of God, fires, and acts of war or intervention by any governmental authority, and each party shall take reasonable steps to minimize or avoid such delay.

14. Confidential Information

Buyer shall neither use nor disclose to any third parties, any Confidential Information concerning the business and affairs of Revolutionary Technologies LLC that Buyer may acquire during the course of its activities pursuant to this and future orders.  In addition, the Buyer shall take all necessary precautions to prevent any such disclosure by any and all of its employees, officers, directors, representatives, agents or others. The Buyer acknowledges that any right, title and interest in the aforesaid protected Confidential Information is vested in Revolutionary Technologies LLC and that such Confidential Information is the sole property of Revolutionary Technologies LLC.  For purposes of this Agreement, it is understood by the parties hereto that the term “Confidential Information” as used herein, shall include, without limitation, copyrights, trade names, trade dress, and patentable intellectual property.

Terms of Purchase between Revolutionary Technologies LLC and Seller

1. Subject

Seller and Revolutionary Technologies LLC agree and acknowledge the following responsibilities related to the distribution of the Products distributed by Revolutionary Technologies LLC consistent with the current versions of AS9100 Quality Management Systems – Requirements for Aviation, Space, and Defense Organizations. Seller produces or supplies products and/or services for Revolutionary Technologies LLC as per contract or purchase order. Seller, in the production of the aforesaid products, agrees to produce or supply products and/or services within the Seller’s existing Quality Management System at the time of Revolutionary Technologies LLC audit and/or approval of the Seller. The Quality and Quality Management System requirements for the Seller will be specified during the audit and/or qualification process by Revolutionary Technologies LLC. If Revolutionary Technologies LLC requests that special regulations and guidelines which are not (yet) generally known and recognized are to be considered for certain products, Revolutionary Technologies LLC shall inform Seller thereof in writing. In the case of conflict between this Supplier Quality Agreement and any other agreement or contract between Revolutionary Technologies LLC and Seller, the Quality Requirements and Specifications set forth within this Supplier Quality Agreement shall supersede any described or documented within any other contract or agreement.

2. Quality Management System

Seller will maintain a Quality Assurance program to ensure compliance with Revolutionary Technologies LLC purchase requirements. The Seller’s Quality Assurance program shall be subject to approval by Revolutionary Technologies LLC.

3. Right of Access

The Seller shall provide the “Right of Access” to all applicable areas of their facilities and applicable records at any level of the supply chain involved in the Buyer’s orders. This “Right of Access” includes Revolutionary Technologies LLC, our customers and FAA, EASA or other regulatory agencies.

4. Record Retention

Records created by the Seller and retained by the Seller regarding products provided and traceability shall be maintained for a minimum of 10 years unless otherwise notified and shall be available upon request within 24 hours. Seller must contact Revolutionary Technologies LLC at the end of the retention period and receive written authorization prior to disposing of any records. The only acceptable method of disposal shall be shredding for hardcopy records or deletion for electronic records. The Seller is expected to maintain lot control with traceability to the purchase order. A lot consists of pieces of a single part number and composition; manufactured under essentially the same conditions, and at essentially the same time.

5. Specifications

If a Revolutionary Technologies LLC document specifies a specification with a revision stated, then that specification and revision is required, regardless of the status of the specification as canceled, superseded, replaced or obsolete. Otherwise, the current released version of the specification is required.

6. Specified Providers

Should Revolutionary Technologies LLC require a specific provider for any of the products provided by the Seller, these will be noted on the Purchase Order. The Seller is required to use the provider identified. This requirement also applies to special process providers.

7. Requirements for Personnel

Seller to ensure personnel are certified or qualified when the processes being used to produce the product require it. Examples include non-destructive testing, welding, soldering and other processes that have a high degree of human intervention and control. Seller to ensure all employees involved in the manufacture of product for Revolutionary Technologies LLC are aware of their contribution to product conformity, their contribution to safety, and the importance of ethical behavior.

8. Design Control

Revolutionary Technologies LLC and/or their clients retain sole ownership of design and design control.

9. Requirements for Test Specimens

Seller to meet requirements defined within the purchase order for test specimen manufacture, quantities, retention and inspection/verification for acceptance. Test specimens must be properly preserved throughout the retention period. Test specimen records to be maintained for 10 years, unless otherwise specified.

10. Sampling Plans and Key Characteristics

Seller to ensure test and inspection plans are implemented to ensure product complies with specified requirements and end user’s needs. Sampling plans must conform to Military Standard MIL-STD-105. Seller to comply with requirements applicable to critical items, such as Key Characteristics (reference AS9103), when specified.

11. Flow Down to Sub-tier

Seller must flow down applicable requirements, including statutory or regulatory requirements, such as DFARS and DPAS, which may affect the item ordered by Revolutionary Technologies LLC, to its sub-tier source(s) and ensures the sub-tier source(s) conforms to these requirements.

12. Notification of Changes

Seller to notify Revolutionary Technologies LLC, Inc. of changes in product and/or process definition; and obtain our prior approval. Changes include relocating production, inspection, or processing facilities; transferring work between facilities; and initiating any changes in the source of items procured by the Seller that may have a significant effect on products or processing of products for Revolutionary Technologies LLC. Any change which may significantly affect product quality, reliability or integrity must be communicated to Revolutionary Technologies LLC for approval. A change in ownership or a change in the individual designated as the management representative with respect to the Sellers Quality/Inspection System shall be construed as a facility change and requires the Seller to notify Revolutionary Technologies LLC.

13. Nonconforming Product

Seller disposition is NOT authorized. Seller must notify Revolutionary Technologies LLC of nonconforming product. The Seller may not perform any repairs on products damaged or found to be discrepant, unless such repairs are specifically permitted by the applicable drawing or specification, or are specifically authorized by Revolutionary Technologies LLC in writing for each occurrence. Sellers shall not ship nonconforming material without first obtaining written approval from Revolutionary Technologies LLC. Where repair has been accomplished, the Seller shall include with the shipping documents a list of the products that have been subjected to such Revolutionary Technologies LLC approved repair and the method used.

14. Counterfeit Prevention

Seller represents and warrants that only new and authentic materials are used in products to be delivered to Revolutionary Technologies LLC under this order and that the products delivered contain no counterfeit parts/materials or suspect counterfeit parts/materials.

15. Performance

Revolutionary Technologies LLC has established a program in which Seller performance will be evaluated periodically. The performance will be based on the quality and on-time delivery of every lot received. The Seller is to have a minimum quality performance rating of 80%. The overall performance rating is based on nonconformance, CAPA, deviation and on-time delivery; the delivery rating is based on each lot with a plus/minus (+/-) 5-day window.

16. Interactions/Communication

To ensure timely and consistent communication, Revolutionary Technologies LLC requires the Seller to contact appropriate Revolutionary Technologies LLC personnel for certain specific reasons. All Inquiries will be communicated through the Buyer who will then coordinate with the appropriate Revolutionary Technologies LLC employees.

These Quality Terms and Conditions shall apply for all deliveries from Seller to Revolutionary Technologies LLC. It shall be valid for the duration of delivery relationships between the parties and shall not be terminable independently. Acceptance of the purchase order is considered agreement to these Quality Terms and Conditions.