VistaJet Purchase Order General Terms and Conditions

Contents

The following terms and conditions are made part of the Purchase Order to which they are attached regarding the purchase of certain Deliverables by VistaJet.

  1. Definitions and Interpretation

    1. In addition to terms defined elsewhere in these Purchase Order General Terms and Conditions, the following definitions shall apply in these Terms and in the P.O., unless the contrary intention appears:
      1. ‘Deliverables’ shall mean the goods, services, products and other items to be provided by Supplier to VistaJet as detailed in the P.O.
      2. GDPR means Regulation (EU) 2016/679 of the European Parliament and of the Council.
      3. ‘Intellectual Property Rights’ include patents, copyrights, trademarks, design rights, rights in databases, semiconductor topography rights, trade secrets, know-how, software, source-codes, and all other similar rights or obligations through the world whether or not any of these are registered and including applications for such rights.
      4. ‘Personnel’ means the person or persons to be provided by Supplier and/or its sub-contractor for the purposes of performing the Deliverables.
      5. ‘Purchase Order’ or ‘P.O.’ means an order in writing on VistaJet’s official purchase order form and/or letter head for the Deliverables, issued by VistaJet to Supplier, and into which these Terms have been incorporated and made part of.
      6. ‘Site’ shall mean the VistaJet location as specified in the P.O.
      7. ‘Supplier’ or ‘Vendor’ means the person, firm or company to whom the P.O. is addressed.
      8. ‘Taxes’ means any value added, sales or other tax, imposed on the Deliverables from time to time.
      9. ‘Terms’ shall mean these Purchase Order General Terms and Conditions;
      10. ‘VistaJet’ means the legal entity (whose details are stated on the face of the P.O.) forming part of the VistaJet Group that is issuing the P.O. to Supplier.
      11. ‘VistaJet Group’ means VistaJet Group Holding Limited (a company incorporated in Malta with registration number C-73543) and all its subsidiaries and affiliates.
    2. Notwithstanding any legal rule of construction to the contrary, in the event of any inconsistency between the matters on the face of the P.O. and these Terms, these Terms shall prevail. Each of Supplier and VistaJet is referred to herein individually as a “Party” and are referred to collectively herein as the “Parties”.
  2. Agreement

    VistaJet agrees to purchase the Deliverables specified in the P.O. from Supplier and Supplier agrees to supply the Deliverables in accordance with the P.O.

  3. Acceptance of P.O. and Terms

    1. The Deliverables specified in the P.O. shall be furnished by Supplier subject to all the terms and conditions set forth in these Terms, which Supplier, in accepting the P.O. and/or commencing work thereunder (with or without written acceptance), unconditionally agrees to be bound by and to comply with.
    2. The P.O. including these Terms shall constitute the entire agreement between VistaJet and Supplier, and supersedes any and all prior written and oral agreements or understandings relating to such subject matter. No confirmation, shipment, delivery document or representation will vary these Terms or the P.O. and these Terms and the P.O. shall prevail over any terms or conditions (whether or not inconsistent with these Terms or P.O.) contained or referred to in any correspondence or documentation submitted by Supplier or elsewhere or implied by custom, practice or course of dealing. For clarity, no terms or conditions endorsed upon, delivered with or contained in Supplier’s quotation, acknowledgement or acceptance of a purchase order, specification or similar document shall form part of these Terms or the P.O., and Supplier waives any right which it otherwise might have to rely on such terms and conditions. VistaJet’s execution of any document issued by Supplier shall constitute only an acknowledg-ment of the receipt thereof, and shall not be construed as an acceptance of any of the terms therein.
    3. These Terms and the P.O. may only be modified with VistaJet’s express written consent. The headings in these Terms are for convenience only and shall not affect their interpretation. Words imparting the singular include the plural and vice versa.
  4. Purchase Order Price

    In full consideration of the satisfactory provision of the Deliverables specified in the P.O., VistaJet shall remunerate Supplier in accordance with the rates and prices stipulated in the P.O. These rates and prices shall represent Supplier’s full entitlement for the Deliverables supplied under the P.O. Extra charges submitted in respect of the P.O. will not be accepted by VistaJet without the issue of a formal amendment to the P.O. approved in writing by VistaJet.

  5. Invoicing and Payment

    1. Supplier shall submit valid invoices in respect of the Deliverables following delivery or completion of the Deliverables.
    2. All invoices shall be supported with the relevant documentation necessary to support the sums shown.
    3. Invoices shall be submitted bearing the P.O. number and shall be issued as follows: Invoice issuance: Supplier shall implement and fully utilise electronic invoice delivery, at no additional cost to VistaJet, either:
      1. directly via a link (eInvoice XML messaging) from the Supplier’s billing system to VistaJet’s billing system (VistaJet shall upon request by Supplier provide all the necessary technical details required to link such systems); or,
      2. by using VistaJet’s Supplier Portal Solution accessible here.
      3. Subject to VistaJet’s approval, payment will be effected in the currency stated on the P.O., and within the ‘payment terms’ set out on the face of the P.O.; provided however that, a valid invoice has been issued by Supplier. Payment is deemed to have been made when the order of payment is received by Supplier’s bank.
  6. Warranties

    1. Supplier warrants that all services provided under the P.O. shall be provided with reasonable care and skill and in accordance with generally recognised commercial practices and standards by appropriately trained and qualified Personnel, and that any Goods provided under the P.O. shall:-
      1. conform to any requirement or specification therein;
      2. be of satisfactory quality, free from defects and fit for their intended purposes (whether such purpose is implied or expressly stated in the P.O.); and,
      3. not infringe any Intellectual Property Rights of any third party.
    2. Supplier shall, with all possible speed and without cost to VistaJet, re-perform the services and/or replace or repair any of the goods or any part thereof if the whole or any part of the Deliverables fail to meet the warranties set out in Clause 6.1. This warranty will continue in effect for a twenty four month period commencing on the date of delivery of the goods forming part of the Deliverables to VistaJet or date of completion of the services forming part of the Deliverables, or for a longer period if provided for by the law governing these Terms or if a longer period has been mutually agreed upon by VistaJet and Supplier.
    3. VistaJet shall promptly inform Supplier in writing of any Deliverables that fail to meet the warranties set out in Clause 6.1. Without limitation, Supplier shall reimburse any transportation costs and any other charges incurred by VistaJet in re-performing or repairing or replacing the Deliverables.
    4. VistaJet’s rights hereunder are in addition to and not in substitution of any express, implied statutory or other rights.
  7. Inspection and Testing

    Deliverables shall strictly comply with the requirements and specification set out in the P.O. VistaJet may inspect the Deliverables, or carry out any tests called for in the specification attached to the P.O., either during manufacture, before dispatch, at the point of delivery or at any other time. In the event of any non-conformity to the agreed standard and/or specification, the procedure set in Clause 6.3 above shall apply.

  8. Delivery, Risk and Title

    1. Delivery shall be in accordance with the requirements set out in the P.O. and Supplier shall supply Deliverables within any time periods set out in the P.O. Strict compliance with such requirements is of the essence of the P.O.
    2. VistaJet shall return Goods delivered in error or in excess quantity at Supplier’s expense. Supplier shall, in respect of incorrect deliveries, arrange for prompt re-delivery of Deliverables under the P.O. at no additional cost to VistaJet.
    3. Ownership and risk in the goods forming part of the Deliverables shall pass from Supplier (or Supplier shall procure that ownership shall pass from any relevant third party) to VistaJet as soon as the goods are delivered to VistaJet in accordance with the P.O. and these Terms. Passing of ownership and risk under this Clause shall be without prejudice to VistaJet’s rights of rejection under these Terms.
  9. Drawings

    Any drawings, specifications, data, documents, and other information provided by VistaJet to Supplier in connection with the P.O. and all Intellectual Property Rights therein shall remain the sole and exclusive property of VistaJet and its licensors. Supplier shall at all times keep confidential all information and materials under this Clause and return it to VistaJet on demand or upon provision of the Deliverables or upon termination or expiry of the P.O. (whichever comes first).

  10. Term and Termination

    1. The term of the P.O. shall commence as of the effective or start date stated on the face of the P.O., or if no effective or start date is stated, then as of the date of the P.O. set out on the face of the P.O., and shall terminate when
      1. all goods covered by the P.O. have been delivered to and accepted by VistaJet, or
      2. all services have been fully performed by Supplier; unless earlier terminated in a manner provided in these Terms or any other reason valid at law.
    2. In addition to any other right or remedy available to a Party under these Terms or under any applicable law or otherwise, either Party may terminate the P.O., without need of judicial recourse, and without liability for compensation or damages (whether direct and/or indirect) of any type or nature in favour of the Party, if such other Party breaches any material provision of this P.O. or these Terms and has not cured the breach (if remediable) within fifteen (15) days after receipt of written notice of the breach from the non-breaching Party, which notice shall describe, with as much particularity as possible, the alleged material breach; provided however, that, this Clause 10.2 shall not apply to those instances covered specifically by Clause 15.2 below.
    3. VistaJet may terminate the P.O., without need of judicial recourse, at any time and for no reason, by giving to Supplier at least seven (7) days advance written notice of termination. In such case of termination by VistaJet, Supplier will be entitled to claim from VistaJet all reasonable costs incurred by Supplier for work and procurement of materials under the P.O. up until the date the P.O. was terminated by VistaJet; provided however, that, Supplier would have provided to VistaJet sufficient and satisfactory evidence of the costs so incurred.
    4. The P.O. may be terminated by either Party forthwith by notice in writing to the other Party, without need of judicial recourse, and without liability for compensation or damages (whether direct and/or indirect) of any type or nature in favour of such other Party, in the event that such other Party becomes the subject of a petition in bankruptcy or any other proceeding of insolvency, liquidation or assignment for the benefit of creditors or such other proceedings having the same effect.
  11. Intellectual Property Rights

    1. Supplier confirms and warrants that neither the sale to VistaJet nor use or possession by VistaJet of any part of the Deliverables infringes any Intellectual Property Rights belonging to a third party anywhere in the world. Supplier shall: i. indemnify VistaJet from all actions, costs, claims, demands, expenses, loss and liabilities whatsoever arising out of or relating to any actual or alleged infringement of any Intellectual Property Rights belonging to a third party due to VistaJet’s receipt and/or use and/or possession of any part of the Deliverables (“IPR Claim”); and, ii. defend or (at VistaJet’s option) assist in the defence of any proceedings which may be brought against VistaJet relating to any IPR Claim.
    2. In the event of an IPR Claim, Supplier shall promptly do all things and take such action including procuring any required licenses, consents or authorisations, or modifying or replacing any infringing item (without detracting from the overall functions or performance of the relevant Deliverables) without charge to VistaJet as shall be necessary to prevent or remedy any infringement.
    3. While exercising its rights under clause 11.2, Supplier shall: 11.3.1 not act in any way which shall prejudice the rights including Intellectual Property Rights, reputation and goodwill of VistaJet; and, 11.3.2 at all times act in such a way as to minimise interruption and disruption to the operation of VistaJet’s business.
  12. Indemnity, Insurance, and Limitation of Liability

    1. Supplier indemnifies VistaJet against all losses and damages (on a full indemnity basis and whether incurred by or awarded against VistaJet) that VistaJet may sustain or incur as a result, whether directly or indirectly, of:
      1. a claim that the Deliverables or their use or possession or supply breaches any obligation of confidence;
      2. a claim, demand, suit, action or proceeding by a third party arising from an act or omission of Supplier in connection with the P.O. whether negligent or not;
      3. without limiting paragraph (b), any act or omission of Supplier in connection with the P.O. resulting in or contributing to
        1. claims by any third party against VistaJet in respect of personal injury or death, or
        2. loss of or damage to VistaJet’s or a third party’s physical property; or,
      4. failure by Supplier to comply with the requirements of the P.O and/or of these Terms.
    2. Supplier shall have in force and maintain at Supplier’s cost such policies of insurance with a reputable and authorised insurer so as to give adequate levels of insurance cover in respect of all of Supplier’s liabilities and obligations to VistaJet in relation to the P.O., and shall, upon request by VistaJet, provide evidence of such policies.
    3. In no event shall VistaJet be liable to Supplier for:
      1. amounts in excess of the amounts paid or still owed to Supplier by VistaJet pursuant to the P.O.; or,
      2. any consequential, (including, without limitation, lost profits and business interruption whether or not such damages are foreseeable) incidental, indirect, special, economic, or punitive damages arising out of or related to the breach or repudiation of contract, breach of warranty, negligence or otherwise.
  13. Health and Safety and Behaviour on VistaJet Sites

    1. Supplier shall at all times perform its obligations under the P.O. in a safe and responsible manner and shall observe and comply with all applicable laws, rules, regulations, and industry standards.
    2. If Supplier is required to provide services at the Site, then Supplier shall comply with VistaJet’s confidentiality, data privacy, health, safety and environmental policy, regulations and procedures applicable at the Site.
    3. Supplier shall procure that Personnel abide by VistaJet’s security regulations and such directions as may be issued by VistaJet’s security officers when working at the Site.
    4. Supplier shall supply a statement of its own safe working practices, and shall provide evidence as required of the competence and training of persons employed or engaged by Supplier in connection with the P.O.
  14. Safety of Goods

    To enable VistaJet to comply with its obligations under applicable health and safety legislation, Supplier shall provide VistaJet with adequate information about any goods supplied under the P.O., the use for which they are designed and tested and about any conditions necessary to ensure such goods will be safe and without risk to health when properly handled, stored, transported and used. This information is to be supplied to VistaJet in writing marked with VistaJet’s P.O. number and relevant item number(s).

  15. Prohibited Business Pracices, Code of Conduct & Sanctions

    1. Each Party hereby represents, warrants, and undertakes that:

      1. it shall comply with all applicable laws relating to anti-bribery, anti-corruption, anti-money laundering, terrorist financing, and unfair and prohibited business practices (including without limitation, anti-trust and competition law);
      2. in connection with the procurement and/or negotiation of this P.O., it has not:

        1. made, authorized or offered to make payments, gifts or other transfers of value, directly or indirectly, to any public/government official or private person in order to:
          1. improperly influence any act, decision or failure to act by that official or person;
          2. improperly induce that official or person to use his or her influence with a government or business entity to affect any act or decision by such government or entity; or
          3. secure any improper advantage;
        2. requested, agreed to receive or accepted any undue financial or other advantage of any kind in entering into this P.O.;
      3. should it learn or have reason to know of any

        1. payment, gift or other transfer of value, directly or indirectly, to it or to any public/government official or private person that would violate any anti-corruption or anti-bribery law; or,
        2. conduct that would violate any laws concerning money laundering, terrorist financing or unfair and prohibited business practices,

        it shall immediately disclose such activity to the other Party;

        1. it is not a Designated Party (for purposes of these Terms, “Designated Party” means any person or entity that is designated in published lists issued by the U.S. government or the United Nations or the European Union as a Specially Designated National or a Designated Person, a terrorist, a foreign terrorist organization, an organization that assists or provides support to a foreign terrorist organization, a proliferator of weapons of mass destruction, a narcotics trafficker or any other similar designation that would prohibit the other Party from engaging in a transaction with that individual or entity under applicable law) or the subject or target of any economic or trade sanction law or regulation;
        2. none of its directors or employees or owners or shareholders or parents or affiliates or subsidiaries is a Designated Party or the subject or target of any economic or trade sanction law or regulation;
        3. it shall comply with any and all economic and trade sanction laws and regulations (as they apply to it) enacted by the United States, the United Nations, and the European Union;
        4. it will not engage in or facilitate any business activity that would lead the other Party to breach any economic or trade sanction law or regulation;
        5. in the event that during the term of this P.O. it or any of its directors or employees or owners or shareholders or parent companies or affiliates or subsidiaries becomes a Designated Party or the subject or target of any economic or trade sanction law or regulation, then it shall disclose such an event to the other Party immediately; and,
        6. it does not act for or on behalf of any person that is a Designated Party or the subject or target of any economic or trade sanction law or regulation;
      4. any and all information and documentation provided by it to the other Party during any due diligence process which may be carried out by such other Party is accurate and complete. The Supplier further hereby represents, warrants, and undertakes that it shall at all times comply and act consistently with the latest version of the VistaJet Supplier Code of Conduct (the ‘Code’), issued by VistaJet and made available here, and shall adhere to all the principles, standards and expectations set out therein. The latest version of the Code is incorporated into this P.O. by reference. It is the responsibility of the Supplier to access the aforementioned website and read the latest version of the Code from time to time.
    2. Notwithstanding any contrary provision in these Terms, either Party (the ‘First Party’) may (without prejudice to all its other rights under these Terms and at law) terminate this P.O. by means of written notice to the other Party (the ‘Second Party’), with immediate effect, without need of judicial recourse, and without liability for compensation or damages (whether direct and/or indirect) of any type or nature in favour of the Second Party, in the event that: i. the Second Party breaches any representation, warranty or undertaking set forth in this provision and fails to remedy (if such a breach is remediable) that breach within 10 days of the Second Party being notified in writing of the breach; or, ii. the Second Party and/or any of its directors and/or owners and/or shareholders and/or parent companies and/or affiliates and/or subsidiaries becomes a Designated Party or the subject or target of any economic or trade sanction law or regulation.
  16. Compliance with Laws

    Supplier shall observe and abide by and shall require its sub-contractors and Personnel to observe and abide by all applicable laws regulations and bye-laws in relation to the supply of Deliverables including any which may come into force during the period of the P.O. Supplier confirms and warrants to VistaJet that it has and will maintain, at its own expense, all and any licences or consents (including those required by any government or other authority) required for the supply or carriage of the Deliverables.

  17. Records & Audit

    Supplier shall maintain complete and adequate records of all its operations under the P.O. and as further required under the P.O. and shall at all times supply such data and information as will keep VistaJet and its representatives fully informed of the progress of the Deliverables and of all results currently obtained. VistaJet shall have the right, upon no less than 7 days’ prior written notice to the Supplier, to have its appointed auditor inspect such records on the Supplier’s premises during the Supplier’s normal business hours.

  18. Confidentiality & Personal Data

    1. Any and all information obtained by Supplier from VistaJet in connection with the P.O. shall be deemed to be confidential information of VistaJet (‘Confidential Information’) and, unless disclosure is required by law, judicial action, government department or agency or other regulatory authority, Supplier shall not disclose to any third party any such information without first obtaining the written consent of VistaJet. The confidentiality obligations under this Clause 18.1 shall continue for an indefinite period.
    2. As a result of the P.O., Supplier may obtain personal data (as defined in Appendix A attached herewith, which Appendix forms part of and is incorporated into these Terms) from VistaJet or from any affiliate of VistaJet and consequently the Parties have agreed on the terms and conditions covering such personal data as set out in Appendix A. In the event of any conflict between Appendix A and these Terms and/or the P.O., then the terms and conditions of Appendix A shall prevail.
  19. Publicity

    Supplier shall not, advertise or publish (including denial or confirmation thereof) the fact that Supplier has contracted to furnish to VistaJet the Deliverables hereby ordered, or use the name or trademarks of VistaJet, without the prior express written consent of VistaJet.

  20. Assignment and Subcontracting

    1. Supplier shall not assign, novate, transfer or otherwise deal in any way with any rights or benefits under the P.O. and these Terms, without the prior written consent of VistaJet.
    2. Supplier shall not use any sub-contractors for the provision of the Deliverables without VistaJet’s prior written consent to the use of sub-contractors. If Supplier uses a sub-contractor, then Supplier remains liable for the sub-contractor’s performance, and any such subcontracting shall not create any contractual relationship between VistaJet and such sub-contractor.
  21. Waiver

    No failure or delay on the part of either party hereto in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise of any such right, power or remedy. The rights, powers or remedies provided herein are cumulative and not exclusive of any remedies provided by law and thus may be exercised as often as each party considers appropriate and are in addition to its rights under the applicable law. The rights, powers or remedies of one party against the other party are not capable of being waived or amended except by an express waiver or amendment in writing. Any defective or partial exercise of any such rights, powers or remedies will not preclude any other or further exercise of that or any such right, power or remedy and no act or course of conduct or negotiation on a party’s part or on its behalf will in any way preclude such party from exercising any such right, power or remedy or constitute a suspension or any amendment of any such right, power or remedy.

  22. Applicable Governing Law and Jurisdiction

    These Terms and the P.O. shall be governed, construed, enforced and interpreted in accordance with the Laws of Malta. Supplier irrevocably agrees for the exclusive benefit of VistaJet that the Courts of Malta shall have jurisdiction to hear and determine any suit, action or proceeding, and to settle any dispute which may arise out of, under, or in connection with these Terms and/or the P.O. and for such purposes hereby irrevocably submits to the jurisdiction of such Court. Nothing contained in this Clause 22 shall limit the right of VistaJet to take proceedings against Supplier in any other Court of competent jurisdiction nor shall the taking of proceedings in one or more jurisdiction preclude the taking of proceedings in any other jurisdiction whether concurrently or not (unless precluded by applicable law). Supplier irrevocably waives (and irrevocably agrees not to raise) any objection which it may have now or subsequently to the laying of the venue of any proceedings in any such Court as is referred to in this Clause and any claim that any such proceedings have been brought in an inconvenient forum and further irrevocably agrees that a judgement in any proceedings brought in any such Court as is referred to in this Clause shall be conclusive and binding upon Supplier and may be enforced in the Courts of any other jurisdiction.

  23. Shipping

    Supplier shall comply with all the shipping related terms set out on the face of the P.O. No additional charge will be allowed for packing, crating, freight, express or cartage, unless specified on the P.O.

  24. Severance and Notices

    1. If any provision of these Terms or the P.O. is declared inoperative, void or illegal by a court and/or tribunal of competent jurisdiction, the remaining provisions shall not be affected and shall continue in full force and effect unless these Terms and/or the P.O. are thereby rendered impossible to perform.
    2. Any communication to be sent by any party to the other party under these Terms shall be valid if in writing and in the English language, and shall be deemed properly given if sent by any means that provides proof of despatch or receipt addressed as appropriate to the address of the principal office of said other party as set out on the P.O. If the addressee rejects or otherwise refuses to accept the communication, or if the communication cannot be delivered because of a change in address for which no notice was appropriately given, then communication is effective upon the rejection, refusal or inability to deliver. Nothing contained in these Terms shall justify or excuse failure to give verbal notice for the purpose of informing the other party thereof when prompt notification is appropriate, but such verbal notice shall not satisfy the requirement of written notice.
  25. Independent Status

    Supplier accepts and agrees that it and all of its employees, officers, directors, agents, subcontractors and representative shall be deemed to be, and shall be, an independent contractor, and shall not be entitled to any benefits applicable to VistaJet’s employees. Supplier has no authority to assume or create any obligation in the name of VistaJet.

  26. Third Parties

    A person who is not party to these Terms and the P.O. shall have no rights to enforce any term of, or any benefit under, the P.O. or these Terms.

  27. Non-Exclusivity

    The P.O. and these Terms shall not be an exclusive agreement between Supplier and VistaJet. Nothing shall prevent VistaJet from procuring goods and services which are the same as or similar to the Deliverables from any third party.

  28. Representations

    Supplier agrees that it has not been induced to accept the P.O. and these Terms by any representation other than that expressly set out in the P.O. and in these Terms.

  29. Electronic Signatures

    The parties acknowledge and agree that neither of them shall contest the validity of the P.O., or any acknowledgement thereof, on the basis that the P.O or acknowledgement contains an electronic signature.


Version control

Date Version Description
27th September, 2016 1 Effective Date
22nd September, 2017 2 Revision of Version 1
16th May, 2018 3 Revision of Version 2