Revision 2 — March 21, 2026
These Purchase Order Terms and Conditions govern all purchase orders issued by Centarr Corporation ("Buyer") to any supplier ("Seller"). By accepting a Purchase Order, Seller agrees to be bound by these terms.
Centarr Corporation Purchase Orders, including any attachments, contain the complete and final agreement between Buyer and Seller. Upon acceptance of any Purchase Order by Seller, all the terms and conditions of the transaction shall apply 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.
Buyer is only allowed to purchase from vendors pre-approved in advance. As part of the approval process, Buyer may request that Seller complete surveys and provide information about Seller's capabilities, certifications, and quality systems. Buyer requires updates on an annual basis, and Seller agrees to provide requested information and complete surveys necessary for ongoing quality compliance and vendor status maintenance. Seller further agrees to promptly notify Buyer of any changes that may affect Seller's approved vendor status. By accepting a Purchase Order, Seller represents and warrants that Seller is not debarred from doing business with the US Government, is not listed on the US Department of State list of debarred persons or entities, and is not otherwise prohibited from engaging in the transactions contemplated by the Purchase Order.
Neither the Purchase Order, any interest therein, nor any claim thereunder, shall be assigned or transferred by the Seller except as expressly authorized by the Buyer. Neither all, nor substantially all, of any order may be further subcontracted by the Seller without the prior written consent of the Buyer.
Buyer may, at any time, request changes to an order in writing. Even where prior agreements or Seller's standard terms (such as NCNR provisions) would otherwise apply, Seller agrees to work with Buyer in good faith to accommodate requested changes to the greatest extent commercially reasonable. 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 Purchase 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 Dispute Resolution clause hereof; however, pending resolution of any dispute, the Seller shall immediately proceed with the work as changed.
Unless otherwise agreed in advance, payment terms shall be NET 30 days. If Buyer elects to pay by credit card, Seller agrees not to charge a credit card processing fee unless such fee has been disclosed to and agreed upon by Buyer in advance of the transaction.
Seller shall not ship under reservation. Seller shall supply a proper Bill of Lading signed by carrier or any other legally 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.
Seller warrants that all goods and services delivered under the Purchase Order shall: (a) conform to all specifications, drawings, standards, and requirements stated on the Purchase Order; (b) be free from defects in materials and workmanship; (c) be of merchantable quality; and (d) be fit for their intended purpose. This warranty shall survive inspection, acceptance, and payment by Buyer. Unless otherwise specified on the Purchase Order, the warranty period shall be twelve (12) months from the date of delivery or the manufacturer's standard warranty period, whichever is greater. Seller shall, at Buyer's option, promptly repair, replace, or refund the purchase price of any non-conforming goods at no additional cost to Buyer.
Buyer has the right of final approval of products supplied based on compliance to drawings, standards, and raw material certification requirements. If applicable, Buyer may request on-site product verification and inspection at Seller's premises when source inspection is required. 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 Purchase Order.
Seller must notify Buyer of any non-conforming processes, products, or services. Buyer must give approval for their disposition. Seller shall not deliver non-conforming goods without prior written authorization from Buyer.
When non-conformances are identified, Seller shall implement timely corrective actions to address the root cause and prevent recurrence. Seller shall provide Buyer with a written corrective action report, including root cause analysis and preventive measures, within a timeframe agreed upon by both parties. Buyer reserves the right to verify the effectiveness of corrective actions taken.
Seller shall maintain full traceability of all goods delivered under the Purchase Order, including lot, batch, heat, and/or serial number traceability as applicable. Material certifications, test reports, and certificates of conformance must be traceable to the specific goods delivered. Seller shall be able to trace all delivered goods back to the original manufacturer or source of raw material. Traceability records shall be maintained in accordance with the Record Retention requirements of these Terms and made available to Buyer upon request.
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, the invoice may be aged for payment based on the final date certifications are received.
For commercial aviation items, including parts in NE, NS, OH and RP conditions, an FAA 8130-3 shall be supplied whenever possible. Buyer cannot automatically accept commercial parts with a C of C only.
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 shall be used in manufacture and inspection, unless specific written instruction requesting a previous revision is specified.
Seller is required to implement and maintain a quality management system. Buyer may conduct vendor evaluations, scorecards, or other performance evaluations of Seller as part of Buyer's ongoing quality management and compliance requirements.
Design and development responsibility for goods ordered rests with Seller unless the Purchase Order specifies otherwise. Where Buyer provides drawings or specifications, all critical items, key characteristics, and special requirements will be identified on the Purchase Order.
Seller is required to prevent delivery of counterfeit parts or material. Seller shall maintain processes and procedures consistent with industry standards (including SAE AS6174 and AS6496, where applicable) to minimize the risk of introducing counterfeit parts into the supply chain. Seller shall only purchase parts and materials from authorized sources, and shall maintain documentation and traceability records sufficient to verify the authenticity and provenance of all delivered goods. In the event counterfeit parts are discovered, Seller shall immediately notify Buyer and shall be responsible for all costs associated with the removal, replacement, and investigation of such parts.
Seller must flow applicable requirements, including key characteristics and customer requirements, down to secondary level suppliers and subcontractors as necessary for compliance to requirements. 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.
Seller is required to ensure that their personnel are trained to the requirements of the drawings, standards, and Purchase Order requirements supplied by Buyer.
Seller is required to maintain records associated with the Purchase Order as required for a period of no less than 10 years.
Buyer retains the right of access for Buyer's personnel, Buyer's customers, and regulatory authorities (including FAA, EASA, DCMA, and other applicable government agencies) to the applicable areas of all facilities, and at any level of the supply chain, for the purposes of auditing, inspection, and verification of activity relative to the Purchase Order in accordance with 14 CFR 145.233(b) and any other applicable regulations.
Seller is required to promptly notify Buyer of major changes to company operations, including but not limited to: changes in manufacturing location; company name changes; changes in ownership or corporate structure; loss, suspension, or changes to quality management certifications (including ISO 9001, AS9100, AS9120, or NADCAP accreditations); changes to key personnel responsible for quality or the Purchase Order; and any event that may materially affect Seller's ability to fulfill the Purchase Order.
Where government-furnished property, equipment, material, or tooling ("Government Property") is provided to Seller in connection with the Purchase Order, Seller shall use such property solely for the purpose of fulfilling the Purchase Order. Seller shall maintain, protect, preserve, and account for all Government Property in accordance with FAR 52.245-1 and any other applicable regulations. Seller shall not modify, dispose of, or commingle Government Property without the prior written consent of Buyer. Government Property shall be returned to Buyer promptly upon completion or termination of the Purchase Order, or upon Buyer's request. Seller assumes all risk of loss or damage to Government Property while in Seller's possession or control.
Seller shall comply with all applicable environmental laws and regulations in the performance of the Purchase Order. If any goods delivered contain hazardous materials or substances, Seller shall provide appropriate Safety Data Sheets (SDS) and labeling in accordance with OSHA Hazard Communication Standards and all applicable regulations. Seller shall disclose to Buyer the presence of any hazardous substances, including substances regulated under REACH, RoHS, or other applicable environmental directives, prior to or at the time of delivery. Seller shall ensure that all goods comply with any material restrictions or environmental requirements specified on the Purchase Order.
Seller shall support Buyer's obligations under Section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act regarding conflict minerals (tin, tantalum, tungsten, and gold — collectively "3TG"). Upon request, Seller shall conduct reasonable due diligence on the source and chain of custody of any 3TG contained in goods delivered under the Purchase Order and provide Buyer with completed Conflict Minerals Reporting Templates (CMRT) or equivalent documentation. Seller shall make good-faith efforts to source 3TG from responsible, conflict-free sources.
Where the Purchase Order involves access to, processing of, or storage of Controlled Unclassified Information (CUI) or other sensitive government information, Seller shall comply with DFARS 252.204-7012 and implement security controls in accordance with NIST SP 800-171. Seller shall promptly report any cyber incident that may affect CUI to Buyer within 72 hours of discovery. Seller shall flow down cyber security requirements to any subcontractors who will handle CUI in connection with the Purchase Order. Even where CUI is not currently involved, Seller shall maintain commercially reasonable information security practices to protect Buyer's confidential and proprietary data.
All information exchanged between Buyer and Seller in connection with the Purchase Order, including but not limited to drawings, specifications, pricing, technical data, customer information, and business processes, shall be considered confidential. Seller shall not disclose, reproduce, or use such information for any purpose other than fulfilling the Purchase Order without the prior written consent of Buyer. This obligation shall survive the completion or termination of the Purchase Order and shall remain in effect for a period of five (5) years from the date of disclosure.
Buyer maintains compliance with all applicable U.S. export control laws and regulations, including the International Traffic in Arms Regulations (ITAR), the Export Administration Regulations (EAR), and trade sanctions administered by the Office of Foreign Assets Control (OFAC). Seller agrees to support Buyer's compliance obligations and shall not take any action that would cause Buyer to be in violation of applicable export control laws. Seller shall provide any export classification information, documentation, or certifications reasonably requested by Buyer. Seller shall immediately notify Buyer if Seller becomes aware of any circumstance that may affect Buyer's compliance with applicable export control laws in connection with the Purchase Order.
Seller shall conduct all business related to the Purchase Order in an ethical and lawful manner. Seller represents and warrants that it will comply with all applicable laws and regulations, including but not limited to: the Federal Acquisition Regulation (FAR) and Defense Federal Acquisition Regulation Supplement (DFARS), where applicable; the Foreign Corrupt Practices Act (FCPA); anti-bribery and anti-corruption laws; antitrust and fair competition laws; and all applicable labor and employment laws. Seller shall not engage in any form of bribery, kickback, fraud, or corruption in connection with the Purchase Order. Seller shall maintain a code of ethics or business conduct policy and shall make such policy available to Buyer upon request. Seller shall promptly disclose to Buyer any actual or suspected violations of law or ethical standards related to the Purchase Order.
Seller is responsible for ensuring that all goods delivered under the Purchase Order are safe for their intended use and comply with all applicable safety standards and regulations. Seller shall immediately notify Buyer if Seller becomes aware of any safety issue, defect, or hazard related to goods delivered or to be delivered under the Purchase Order. Seller shall cooperate fully with Buyer in any product safety investigation, recall, or corrective action. Seller's obligation to report safety issues shall survive the completion or termination of the Purchase Order.
No rights in any plans, drawings, or other data furnished by the Buyer or derived therefrom 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.
Seller shall maintain, at its own expense, adequate insurance coverage for the duration of the Purchase Order, including at a minimum: (a) commercial general liability insurance; (b) workers' compensation insurance as required by applicable law; and (c) product liability insurance. Upon request, Seller shall provide Buyer with certificates of insurance evidencing such coverage. Seller's insurance obligations shall not limit Seller's liability under these Terms.
Buyer may terminate all or any part of the Purchase Order for convenience upon written notice to Seller. In the event of termination for convenience, Buyer shall pay Seller for goods delivered and accepted prior to termination, and for work-in-progress at a price to be mutually agreed upon.
Buyer may terminate the Purchase Order for cause if Seller: (a) fails to deliver goods or services within the time specified; (b) fails to comply with any material term of the Purchase Order; (c) becomes insolvent or files for bankruptcy; or (d) makes an assignment for the benefit of creditors. In the event of termination for cause, Buyer shall have no obligation to pay for non-conforming or undelivered goods.
Buyer shall not be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, epidemics, pandemics, government actions, labor disputes, fire, flood, or disruptions to transportation or supply chains. Seller may request relief from performance obligations due to force majeure events, but such relief shall not be granted without Buyer's prior written approval. Buyer reserves the right to deny force majeure claims where the Purchase Order supports government, defense, or other mission-critical programs. The affected party shall promptly notify the other party in writing of the force majeure event and its expected duration.
To the maximum extent permitted by law, neither party shall be liable to the other for any indirect, incidental, special, consequential, or punitive damages arising out of or related to the Purchase Order, including but not limited to loss of profits, loss of revenue, or loss of business opportunities. This limitation shall not apply to: (a) Seller's indemnification obligations; (b) liability arising from Seller's delivery of counterfeit parts; (c) liability arising from willful misconduct or gross negligence; or (d) breach of confidentiality obligations.
In the event of any dispute arising out of or related to the Purchase Order, the parties shall first attempt to resolve the dispute through good-faith negotiation between authorized representatives. If the dispute cannot be resolved through negotiation within thirty (30) days, either party may pursue resolution through the courts as specified in the Governing Law clause. Pending resolution of any dispute, Seller shall continue to perform its obligations under the Purchase Order unless directed otherwise by Buyer in writing.
The Purchase 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 Washington, and where applicable, the federal laws of the United States. Any legal action arising under the Purchase Order shall be brought exclusively in the state or federal courts located in King County, Washington. Failure of Buyer to enforce any right hereunder shall not constitute a waiver of such right or any other rights hereunder.
For questions regarding these Purchase Order Terms and Conditions, please contact us:
Centarr Corporation
19565 144th Ave NE
Woodinville, WA 98072
Use our contact page to submit a message to us.