Terms & Conditions

Mereo 4 (“M4”) Purchase Order Standard Terms & Conditions

1. M4 Purchase Orders including any attachments, contain the complete and final agreement between Mereo 4 Holdings LLC (“M4” or Buyer) and Supplier (Seller).
2. Upon acceptance of any Purchase Order by Seller, all the terms and conditions of the transaction and no term or condition at variance with the Order proposed by Seller in acknowledging or accepting this Order will be binding on Buyer unless specifically accepted in writing.
3. Buyer is only allowed to purchase from vendors pre-approved in advance. New vendors should ensure they receive a Mereo 4 vendor number before completing first sale.
4. Buyer will not approve vendors that are debarred from doing business with the US Government or are listed on the US Department of State list of debarred persons / entities.
5. Seller shall not ship under reservation. Failure of Buyer to enforce any right hereunder shall not constitute a waiver of such right or any other rights hereunder. The Order and the agreement entered into pursuant to its acceptance by Seller shall be governed and interpreted in accordance with the laws of the State of Illinois.
6. Neither the Order, any interest therein, nor shall claim there under, be assigned or transferred by the Seller except as expressly authorized by the Buyer.
7. Neither all, nor substantially all, of any order may be further subcontracted by the Seller without the prior written consent of the Buyer.
8. Buyer may, at any time, in writing, make changes to an order. If any such change causes an increase or decrease in the cost or time required for performance of the work, the price and/or delivery schedule shall be equitably adjusted and the Order so modified. The Seller shall submit any claim for adjustment to the Buyer within seven (7) days following receipt of the Buyer’s written Change Order. Failure of the parties to agree to an adjustment shall be considered a dispute under the Disputes clause hereof; however pending resolution of any dispute, the Seller shall immediately proceed with the work as changed.
9. Payment terms shall be NET 30 days after receipt and acceptance of material. If a vendor wishes to have payment in advance, all trade references must be verified and a management determination by Buyer will be made. Even in these circumstances, specifically for initial / first time procurement, it is Buyer policy to only accept cash on delivery (COD) or upon verification of material actually in our possession to ensure a) delivery is actually made and b) material is in conformance with documentation provided and c) visual inspection to ensure goods are airworthy and in conformance with desired condition requested on the purchase order.
10. Buyer has the right of final approval of products supplied based on compliance to drawings, standards, and raw material certification requirements.
11. Seller must notify Buyer of any non-conforming processes, products or services and Buyer must give approval for their disposition.
12. To comply with Buyer’s requirements of their QMS, Buyer may conduct Supplier evaluations, scorecards or other performance evaluations as defined on the Seller.
13. Most interactions between Buyer and Seller will be over electronic mail or telephone. Buyer does on occasion use online sourcing portals like ILS or Partsbase to inquire and receive initial quotations.
14. Buyer, as a distributor, normally has no specific design or development control requirements. Any special requirements, critical items or key characteristics on a “build to print” item or an item to be manufactured to a Buyer supplied drawing, will be listed on the Order.
15. If applicable, Buyer may request on-site product verification and inspection, at supplier’s premises, when source inspection is required.
16. All material delivered must be accompanied by a signed Certificate of Conformance (“C of C”) stating the material complies with the requirements of Buyer’s Purchase Order and drawing (when applicable). If not provided upon receipt, if not provided upon receipt, the invoice may be aged for payment based on final date of certifications received.
17. For Commercial aviation items, including parts in NE, NS, OH and RP conditions, an FAA8130-3 shall be supplied whenever possible. Buyer cannot automatically accept parts commercial parts with a C of C only.
18. Seller shall supply a proper Bill of Lading signed by carrier or any other legal applicable documents providing title to the goods to the purchaser upon delivery, fully protecting all parties in case of damages in transit. All costs incurred due to improper packaging will be borne by the Seller.
19. Buyer reserves the right to designate requirements for first article reports or tests, specimens, design approval, inspection/verification sampling, statistical techniques, and/or key characteristics. Additional requirements above and beyond the normal deliverable items will be specified on the Order.
20. Seller must maintain the proper identification and revision status of specifications, drawings, process, requirements, inspection/verification instructions, and other relevant technical data. The latest revision of the specification or drawing to be used in manufacture and inspection, unless specific written instruction requesting a previous revision is specified.
21. Seller is required to maintain compliance to a Quality Management System standard and notify Buyer of changes to certification status. (i.e. ISO9001, AS9100, AS9120, etc.)
22. Seller is required to notify Buyer of major changes to company operation, such as a change in manufacturing location, company name changes, changes in ownership.
23. Seller is required to maintain records associated with the Order as required for a period of no less than 10 years.
24. Buyer retains the right of access of Buyer’s personnel, our customer, our regulatory authorities (including FAA and EASA), to the applicable areas of all facilities, and at any level of the supply chain, for the purposes of auditing the maintenance activity, relative to the Purchase Order in accordance with CFR 145.233(b) 25. Customer directed sources must operate in accordance with approved specifications and standards as directed and controlled by the customer in question. Any supplier requirements defined by Buyer’s customers will be stated on the Purchase Order, as applicable.
25. Seller is required to prevent delivery of counterfeit parts or material. Contact Buyer for any questions related to counterfeit material prevention and control.
26. Seller is required to ensure that their personnel are trained to the requirements of the drawings, standards and Purchase Order requirements supplied by Buyer.
27. Seller must flow applicable requirements, including key characteristics and customer requirements, down to secondary level suppliers and subcontractors as necessary for compliance to requirements.
28. Seller is expected to act ethically, honestly, and with the highest standard of personal integrity at all times in the performance of work, product / service conformity and product safety.
29. No rights in any plans, drawings, or other data furnished by the Buyer or derived there from shall pass to the Seller in fulfillment of the Order or be released to third parties without the written consent of the Buyer. To the extent that the items ordered are manufactured to designs not originated by Buyer, Seller guarantees that the sale and/or use of such items delivered hereunder will not infringe any United States or foreign patents. Seller agrees to indemnify and save Buyer harmless from any expense, loss, cost, damage or liability that may be incurred on account of infringement or alleged infringement of patent rights against the Buyer.
30. Invoicing
    1. Any invoices for purchase of goods must be submitted to finance@mereo4.com.
    2. Buyer does not recognize and may not pay invoices that do no reference a valid Mereo 4 PO Number.
    3. Invoices for each order must show the Purchase Order number(s), items, quantities, prices and Contract Line item number being invoiced and should also itemize applicable Federal, State or local taxes separately. If not so itemized, prices will be deemed to include all such taxes and the price or prices will not be changed as a result of Seller’s failure to include therein and such applicable tax. If multiple Purchase Orders are submitted on one invoice, invoiced items, including freight, and must be itemized by Purchase Order number. The Seller shall be paid, after submission of proper invoices and vouchers, the prices stipulated herein for supplies or services delivered and accepted, less deductions, if any, as herein provided. Unless otherwise specified, partial payment may be negotiated. Discount periods shall commence on the date of acceptance at destination or at the date of receipt of an acceptable invoice, whichever is later.

Additional Terms & Conditions that govern Government Contracts Specifically:

1. The following definitions apply unless otherwise specifically stated: Buyer – Mereo 4 LLC, Contracting Officer – The Government Contracting Officer for the prime contractor, or an authorized representative. DFARS – Defense Federal Acquisition Regulation Supplement, FAR – Federal Acquisition Regulations. Government – The Government of the United States, Prime Contract – The Government contract under which this Order is issued. Purchasing Representative – Buyer’s Authorized Representative. Seller – The legal entity which contracts or subcontracts with the Buyer. This Order – This contractual instrument, including changes.
2. Either party may litigate any dispute arising under or relating to This Order before any court of competent jurisdiction. Pending resolution of any such dispute by settlement or by final judgment, the parties shall proceed diligently with performance. The Seller’s performance shall be in accordance with the Buyer’s written instructions. The Seller/Subcontractor shall not have the right of direct appeal to the Government Contracting Officer or the Board of Contract Appeals.
3. If a DPAS rating appears on This Order, this is a rated order certified for national defense use, and the Subcontractor shall follow all the requirements of the DPAS regulation. 4. Except as otherwise provided in This Order, no payment for extras shall be made unless such extras and the price(s) have been authorized in writing by the Buyer.
4. The price or the prices provided for in this Order include all applicable taxes and such prices will not be increased hereafter as a result of failure to include therein any applicable tax or as a result of any change in the Seller’s tax liability.
5. The Seller shall procure all necessary permits or licenses and abide by all applicable laws, regulations and ordinances of the United States and the State, county and local area in which the work under This Order is performed.
6. Buyer has the right of rejection for items that fail to conform to contract requirements. The risk or loss or damage to such non-conforming supplies or services remains with the Seller until cure or acceptance. (b) Unless This Order specifically provides otherwise, risk of loss or damage to supplies shall remain with the Seller until, and shall pass to the Buyer upon: (1) Delivery of the supplies to a carrier, if transportation is f.o.b. origin; or (2) Acceptance by the Buyer or delivery of the supplies or services to the Buyer at the designation specified in This Order, whichever is later, if transportation is f.o.b. destination. (c) The Seller shall not be liable for loss or damage to supplies caused by the negligence of officer(s), agent(s) or employee(s) of the Government or Buyer. (d) The Seller shall only take orders and modifications from the Purchasing Representative.
7. Unless exempted by an addendum to this contract, the Seller is responsible during performance and through final payment of any contract for the accuracy and completeness of the data within the SAM database (formerly Central Contractor Registration [CCR]), and for any liability resulting from the Buyer’s reliance on inaccurate or incomplete data. Offerors and Sellers may obtain information on registration and annual confirmation requirements via the Internet at http://www.sam.gov or by calling the Federal Service desk at 1-866-606-8220.
8. The Seller shall save harmless the Government and the Buyer from any and all liability resulting from Seller’s operation under This Order. If any claim is made or legal proceeding is commenced by a third party against the Government or the Buyer on account of or arising out of operations under This Order, the Seller agrees to pay the amount claimed, or to assume the defense of such legal proceedings, pay all attorney’s fees, costs and expenses in the connection herein, and to satisfy and judgment that may be rendered.
9. The Seller agrees to conform to all security regulations and requirements as required by the Buyer.
10. In addition to any other express or implied warranties made by the Seller, unless otherwise stated, Seller warrants that only new materials will be used in items to be delivered under This Order. All goods, materials or services will fully conform to applicable drawings, specifications, samples, or other descriptions; will be free from defects in workmanship and materials; and where they are Seller’s design, will be free from design defects. Buyer shall have the right to reject goods, materials, and services because of Seller’s breach of warranty, delay in performance, or non-conformity of delivery or performance and to revoke any acceptance if use or goods, materials or services reveals defects not apparent upon receipt or inspection. If Buyer so rejects or revokes, Buyer may, at its option, exercise the following rights and remedies with respect to all or part of the goods, materials or services: (a) retain the goods or materials at Seller’s risk and expense, subject to Seller’s order; (b) return the goods or materials to Seller at Seller’s risk and expense, for repair, replacement or credit, at Buyer’s option; (c) retain the goods subject to the Seller’s granting an equitable reduction in price; (d) repair the goods at Seller’s expense; (e) perform, or cause to be performed, the services at Seller’s expense; (f) withhold payment until Seller has performed the services in accordance with the Terms of the Agreement; and (g) withhold payment and terminate the Agreement without further liability on the part of the Buyer. Neither receipt of the goods nor payment therefore shall constitute a waiver of this provision.
11. Public Law 103-355 directs Federal agencies to require their prime contractors and subcontractors at all tiers to incorporate, to the maximum extent practicable, commercial items or non-developmental items as components supplied to the Government. It is the intent of M4, a prime Government Contractor, to make every effort to satisfy this requirement. It is to the benefit of M4 and its subcontractors and vendors to use commercial item procedures where they can be applied because it is the intent of Public Law 103-355 to make them more closely resemble those customarily used in the commercial marketplace. The easier it is to satisfy Government requirements with goods or services available in the commercial marketplace, the more
    beneficial it will be to area business concerns. In accordance with Section 8002 (b)(2) of Public Law 103-355 (41 U.S.C 264), a contract for the acquisition of commercial items shall, to the maximum extent practicable, include only those clauses and provisions that (1) are required to implement provisions of law or executive orders applicable to the acquisition of commercial laws; or (2) are determined to be consistent with customary commercial practice. A subcontract, which is what This Order is to be, is even further restricted. FAR5 52-244-6 (attached as a part of the terms and conditions [T’s & C’s] for This Order) specifies that contractors need only to include FAR clauses or provisions that are contained therein in the T’s and C’s for a subcontract for commercial items or services. Should you accept This Order, such acceptance is adequate evidence that you also accept its T’s & C’s.
12. The Buyer, by written notice, may terminate This Order in whole or in part, when it is in the Governments interest. If This Order is so terminated, then, within thirty (30) days following the Seller’s receipt of the termination notice, Seller shall submit a claim for equitable adjustment. If the termination involves only service, the Buyer shall be obligated to pay only for services performed before the termination date. The Seller shall provide the Buyer any supporting information necessary to document the reasonableness of Seller’s termination for convenience claim.
13. Where appropriate, Title to supplies furnished under This Order shall pass to the Government upon formal acceptance by the Buyer, regardless of when or where the Buyer takes physical possession, unless otherwise specified.
14. No variations in the quantity of any item called for by This Order will be accepted unless such variation has been caused by conditions of loading, shipping or packing, or allowances in manufacturing processes, and then only to the extent, if any, specified elsewhere in this order.
15. MANDATORY GOVERNMENT CLAUSES FOR COMMERCIAL SUBCONTRACTS
    1. 52.244-6 SUBCONTRACTS FOR COMMERCIAL ITEMS.
       As prescribed in 44.403, insert the following clause:Subcontracts for Commercial Items (Apr 2015)

       (a) Definitions. As used in this clause-
       “Commercial item” has the meaning contained in Federal Acquisition Regulation 2.101, Definitions. “Subcontract” includes a transfer of commercial items between divisions, subsidiaries, or affiliates of the Contractor or subcontractor at any tier.

       (b) To the maximum extent practicable, the Contractor shall incorporate, and require its subcontractors at all tiers to incorporate, commercial items or non-developmental items as components of items to be supplied under this contract.

       (c)(1) The Contractor shall insert the following clauses in subcontracts for commercial items:

    2. 52.203-13 SUBCONTRACTOR CODE OF BUSINESS ETHICS AND CONDUCT (APR 2010) (IAW FAR 3.1004(a)
    3. 52.203-15 WHISTLEBLOWER PROTECTIONS UNDER THE AMERICAN RECOVERY AND REINVESTMENT ACT OF 2009 (Jun 2010) (Section 1553 of Pub. L. 111-5), (applicable if the subcontract is funded under the Recovery Act)
    4. 52.219-8 UTILIZATION OF SMALL BUSINESS CONCERNS (MAY 2014) (IAW FAR 19.708(a))
    5. 52.222-21 PROHIBITION OF SEGREGATED FACILITIES (Apr 2015)
    6. 52.222-26 EQUAL OPPORTUNITY (MAR 2007) (IAW FAR 22.810(e))
    7. 52.222-35 EQUAL OPPORTUNITY FOR VETERANS (SEP 2010) (IAW FAR 22.1310(a)(1), DFARS 222.1310(a)(1))
    8. 52.222-36 AFFIRMATIVE ACTION FOR WORKERS WITH DISABILITIES (OCT 2010) (IAW FAR 22.1408(a))
    9. 52.222-40 NOTIFICATION OF EMPLOYEE RIGHTS UNDER THE NATIONAL LABOR RELATIONS ACT (DEC 2010) (IAW FAR 22.1605)
    10. 52.222-41 SERVICE CONTRACT LABOR STANDARDS (MAY 2014) (IAW FAR 22.1006(a))
    11. 52.222-50 COMBATING TRAFFICKING IN PERSONS (FEB 2009) (IAW FAR 22.1705(a)) – Alternate 1 (Aug 2007)
    12. 52.222-51 EXEMPTION FROM APPLICATION OF THE SERVICE CONTRACT LABOR STANDARDS TO CONTRACTS FOR MAINTENANCE, CALIBRATION, OR REPAIR OF CERTAIN EQUIPMENT—REQUIREMENTS. As prescribed in 22.1006(e)(2) – (May 2014)
    13. 52.222-53 EXEMPTION FROM APPLICATION OF THE SERVICE CONTRACT LABOR STANDARDS TO CONTRACTS FOR CERTAIN SERVICES—REQUIREMENTS. As prescribed in 22.1006(e)(4) – (May 2014)
    14. 52.222-54 EMPLOYMENT ELIGIBILITY VERIFICATION (AUG 2013) (IAW FAR 22.1803) Web site. Information on registration for and use of the E-Verify program can be obtained via the Internet at the Department of Homeland Security Web site: http://www.dhs.gov/E-Verify.
    15. 52.226-6 PROMOTING EXCESS FOOD DONATION TO NONPROFIT ORGANIZATIONS. As prescribed in 26.404, (May 2014)
    16. 52.247-64 PREFERENCE FOR PRIVATELY OWNED U.S.-FLAG COMMERCIAL VESSELS As prescribed in 47.507 (Feb 2006)