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ATTACHMENT – PURCHASE ORDER
GENERAL TERMS AND CONDITIONS
- PRICE. If price is not stated on this order, Seller shall invoice at lowest prevailing market price at the date of order, taking into account the quantity under consideration.
- RATED ORDER. If this order is identified as a rated order, Seller is required to follow the provisions of the DMS Reg. 1 and all applicable regulations and orders of BDC in obtaining controlled materials and other products and materials needed to fill this order.
- EXCUSABLE DELAY. The seller shall not be charged with any liability for failure or delay in making deliveries when such failure or delay is due to any cause beyond the control and without the fault or negligence of the Seller, provided that the Seller shall give to the Buyer prompt notice in writing when it appears that such cause will delay deliveries under this order. If any such failure or delay shall threaten to impair the Buyer’s ability to meet delivery requirements for its products, the Buyer, in addition to other remedies provided by law, shall have the option to cancel without liability by written notice to the Seller the portion or portions of this order so affected. Correspondingly, the Buyer shall be excused for failure or delay in performance herein due to any cause beyond its control and without its fault or negligence. Nothing in the Article 4 shall be construed as limiting any of the rights and obligations of the parties under Article 18b.
- CHANGES. No modification of this order shall be binding on the Buyer unless made by a written purchase order change notice or purchase order supplement signed by the Buyer. Buyer may at any time by written order and without notice to sureties or assignees, make changes within the general scope of the order, in any one or more of the following: (A) drawings, designs, or applications, (B) method of shipping or packing and (c) place of delivery. If any such change causes an increase or decrease in the cost of, or the time required for the performance of, any such change order, an equitable adjustment under this clause must be submitted with fifteen (15) days from the date of notification of the change to the Seller. Nothing in this clause shall excuse the Seller from proceeding with the order as changed.
- PACKING, MARKING AND SHIPPING. Seller shall pack, mark and ship all goods and supplies in accordance with the requirements of this order so as to be in compliance with transportation regulations and good commercial practice for protection and shipment, and shall secure the most advantageous transportation service and rates. No separate or additional charge is payable by the Buyer for containers, crating, boxing, dunnage, drayage, or storage unless specifically stated in this order. Seller shall mark on container handling and loading instructions, shipping information, order number, item and account number, shipment date, and names and addresses of Seller and Buyer.
- ACKNOWLEDGMENT. Acknowledgement copy must be signed and returned by the Seller within 10 days after receipt, unless otherwise approved by the Buyer. The furnishing of any of the articles or services specified in this order shall constitute acceptance by Seller of these conditions of purchase. No additional conditions or modifications placed on the sales acknowledgment by the Seller will be effective unless specifically agreed to in writing by the Buyer.
- F.O.B. TITLE AND RISK OF LOSS. Unless otherwise specified on the face of this order, the F.O.B. point shall be Buyer’s location designated on the face of this order. If transportation is F.O.B. Seller’s location, Seller shall bear all risk of loss or damage to the Goods, and title shall not shift to the Buyer, until delivery of the Goods to the carrier. If transportation is F.O.B. to Buyer’s location, Seller shall bare all risk of loss or damage to the Goods, and title shall not shift to Buyer until delivery of the Goods to Buyer’s location.
- INVOICING. After each shipment made or service provided under this order, Seller shall send a separate invoice reflecting exact itemization as stated on purchase order, in duplicate, accompanied by a bill of lading or express receipt. Payment of invoice shall not constitute acceptance of the Goods or Services and shall be subject to appropriate adjustment for failure of Seller to meet the requirements of this order. Buyer may set off any amount by Buyer to Seller under this order.
- INSPECTION:
a) All Goods may be inspected and tested by Buyer, its customers, higher tier contractors and the U.S. Government, at all reasonable times and places. In the event quality standards are not specified in this purchase order, the Goods or Services must be the highest quality. If such inspection or testing is made on Seller’s premises, Seller shall provide, without additional charge, reasonable facilities and assistance for such inspections and tests. In its internal inspection and testing of the Goods, Seller shall use an inspection system accepted by the Buyer in writing. All inspection records relating to the Goods shall be available to the Buyer during the performance of this order, and for such longer periods specified by Buyer in it’s acceptance of the inspection system.
b) Final inspection and acceptance by the Buyer shall be at destination unless otherwise specified in the order. Such inspection shall be in accordance with the customary established inspection procedures of Buyer’s facility where the Goods are received. If rejection of a shipment would result from Buyer’s normal inspection level under such procedures, Buyer may, as its option, conduct further inspection up to 100% inspection, and charge the Seller the reasonable costs of re-inspection.
c) No inspection (including source inspection), tests approval (including design approval), or acceptance of the Goods shall relieve the Seller from responsibility for any defects in the Goods or other failures to meet the requirements of this order, or for latent defects, fraud, such gross mistakes such as amount to fraud, and Buyer may (1) rescind this order as to such Goods, (2) accept such goods at an equitable reduction in price or (3) reject such goods and require the delivery of replacements. Deliveries of replacements shall be accompanied by a written notice by Seller specifying that such Goods are replacements. If the seller fails to deliver required replacements promptly, Buyer may (1) replace or correct such Goods and charge the seller the cost occasioned to the Buyer or (2) Terminate this order for cause as provided in Article 20b. Rights granted to Buyer under this Article 6 are in addition to any rights or remedies provided elsewhere in this order or by law.
- WARRANTIES. In addition to all other express or implied warranties, Seller warrants that the Goods will be (1) free from defects in workmanship and materials, (2) free from defects in design except to the extent that such Goods comply with the detailed designs provided by the Buyer, (3) suitable for the purposes, if any, which are stated on the face of this order, and (4) in conformity with all the other requirements of this order. These warranties and all other warranties, express or implied, shall survive delivery, inspection, acceptance and payment.
- MATERIALS AND TOOLS. If Buyer furnishes Seller material or equipment (such as special dies, molds, jigs, tools, test equipment, masks, etc.) or pays for such material or equipment, title shall remain with Buyer, and Seller shall identify, maintain and preserve such material and equipment and shall dispose of it (including scrap) in accordance with Buyer’s direction. Unless otherwise authorized in writing by Buyer, Seller shall use the material or equipment in the performance of purchase orders for Buyer. Seller shall be responsible for any loss, damage, or destruction to such material or equipment.
- PROPRIETARY INFORMATION. Drawings, specifications, and written information (“data”) supplied by the Buyer, and copies made, shall not be used for any purpose other than the production for the Buyer unless authorized in writing by Buyer. Upon completion of work by the Seller, the Seller shall promptlyreturn to the Buyer all data furnished by the Buyer, together with all copies in Seller’s possession or control. Such data or copies shall not be made available by the Seller to any third party without prior written consent of Buyer.
- SUBCONTRACTS. Seller shall not enter into any subcontract for any work called for by his order without Buyer’s written approval. Violation of this section shall constitute a cause for termination under article 18b.
- RESPONSIBILITIES AND INDEMNIFICATION. The Seller herein shall be solely responsible for performance of its work and Seller shall defend indemnity and hold harmless Buyer, its agents, representatives, successors, assignees, customers, and employees from and against any and all loss (including without limitation, court costs and attorneys’ fees), on account of (a) any and all damage to or loss or destruction of any property (including without limitation, property, of the Buyer) or (B) injury to or death of any person (including without limitation, employees of the Buyer) arising directly or indirectly out of or in connection with Seller’s performance of the work. In addition, Seller agrees to indemnity and holds Buyer harmless from and against all claims and liens of any and all persons based upon the furnishing of labor or material in conjunction with the Goods sold or Services rendered by Seller.
- COMPLIANCE WITH LAWS. Seller shall comply with all federal, state, and local laws, ordinances, rules and regulations in the manufacture and sale of the Goods and performance of the Services, including but not limited to the Occupational Safety and Health Act, the Truth I Negotiation Act and all applicable requirements of the Fair Labor Standards Act. Seller will defend and hold Buyer harmless from any loss, damages, or cost arising from or caused in any way by an actual or alleged violation of any federal, state, or local law, ordinance, rule or regulation, of failure by the Seller to have any chemical substances sold hereunder included in the list of approved chemical substances published by the Environmental Protection Act pursuant to the Toxic Substances Control Act.
- ASSIGNMENT. Seller shall not assign this order or any rights under this order without the prior written consent of the Buyer, and no purported assignment by the Seller shall be binding on Buyer, without such written consent.
- PUBLICITY. Seller shall not make or authorize any news release, advertisement, or other disclosure which shall deny or confirm the existence of this order without prior written consent of the Buyer, without written consent.
- TERMINATION:
a) Without cause. Buyer may terminate, for its convenience, all or any part of this order at any time by written notice to Seller. Upon such termination, settlement shall be made in accordance with the principles contained in Federal Acquisition Regulations (FAR) in effect as of the date of this order, except that Seller must submit a written termination settlement proposal to Buyer within ninety (90) days after the effective date of termination, or any claim arising out of the termination shall be absolutely and unconditionally waived.
b) For cause. If Seller fails to make delivery of the Goods, or fails to perform the Services, in accordance with the delivery dates specified in this order, or fails to perform any other provision of this order, or so fails to make any progress as to endanger performance of this order in accordance with its terms, and does not cure such failure to make progress within ten (10) days after notice from Buyer, the Buyer may (in accordance to any other right or remedy provided by this order or by law) terminate all or any part of this order by written notice to Seller without liability and purchase of this order to the extent not terminated pursuant to this Article 18b.
Except with respect to defaults of subcontractors at any tier, Seller shall not be liable to Buyer if failure to perform this order arises out of causes beyond the control and without the fault or negligence of the Seller. If the failure to perform is caused by the default of a subcontractor at any tier, and if such default arises out of causes beyond the control of both the Seller and subcontractor, and without the fault of negligence of either of them, the Seller shall not be liable to Buyer unless Goods or Services to be furnished by the subcontractor were obtainable from other sources in sufficient time to permit the Seller to meet the requirements of this order.
If this order is terminated as provided in this Article 8b, the Buyer, in addition to any other rights, may require the seller to transfer title and delivery to the Buyer, (1) any completed Goods, and (2) such partially completed Goods and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and contract rights as the Seller has specifically produced or acquired for the performance of this order.
If, after notice of the termination of this order “for cause”, it is determined that the failure to perform is due to causes beyond the control and without the fault of negligence of the Seller, the notice of default shall be deemed to have been issued pursuant to Article 18a and the rights and obligations of the parties shall be governed by Article 18a.
- WAIVER. The failure of Buyer to insist upon the performance of any provision of this order, or to exercise any right or privilege granted to the Buyer under this order, shall not be construed as waiving that provision or any other provision of this order, and all provisions shall continue in full force and effect. If any provision of this order is found to be illegal or otherwise unenforceable by any court or other judicial or administrative body, the other provisions of this order shall remain in full force and effect.
- APPLICABLE LAW. The validity, performance and construction of this order shall be governed by the laws of the state shown on Buyer’s address on this order.
- DISPUTES. Any dispute arising under this order which is not disposed of by agreement of the parties shall be decided by a court of competent jurisdiction. Pending settlement or final decision of any such dispute, Seller shall proceed diligently with the performance of this order in accordance with Buyer’s direction.
- COMPLETE AGREEMENT. This order, and any written modifications, annexed by Buyer, contains the complete and entire agreement between the parties, and replaces any communications, representations, or agreements, whether oral or written.
- EQUAL EMPLOYMENT OPPORTUNITY. Seller hereby agrees to comply with the provisions set forth in paragraphs (1) through (7) of section 202 of Executive Order 11246 and all similar orders, rules, registrations and laws prohibiting discrimination in employment, and further agrees that it will not discriminate on the basis of race, creed, color, sex, national origin or age.
- PATENTS. The Seller warrants that articles covered by this order, and the sale of use of them will not infringe any United States or foreign patents, and the Seller agrees to defend, protect and save harmless the Buyer, its successors, assignees, customers and users of its products against all suites at a or inequity and from all damages and expenses resulting from claims and demands for actual or alleged infringements of any patent by reason of the sale or use of the articles covered hereby. The Buyer reserves the right to control or participate in any such patent infringement action brought against it. Such warranties shall survive inspection, test and acceptance.
- SPECIAL US GOVERNMENT PROVISIONS. The provisions set forth in this section are incorporated by reference as if fully set forth herein if this purchase order is a government subcontract. In the event of a conflict between the provisions of this paragraph and the preceding terms and conditions, the provisions of this paragraph 25 shall supersede and govern this purchase order.
This purchase order shall be construed and interpreted according to the Federal law of Government Contracts as enunciated and applied by Federal law of bodies and Boards of Contract Appeals, and other judicial and quasi judicial agencies of the Federal Government. To the extent that the Federal law of Government Contracts is not determinative, then the rights, duties and obligation of the parties shall be determined by the laws of the state shown in Buyer’s address on this order.
Where necessary to make the context of these clauses applicable to this subcontract, the term “Contractor” shall means “Subcontractor” and the term “Contract” shall mean this subcontract and the term “Government” or “Contracting Officer” and equivalent phrases shall mean “Prime Contractor”. The exception shall be for clauses FAR52.215-1, 52,215-2, 52-230-3, 52-230-4, and 52.230.6 (collectively the financial disclosure clauses) to the extent these clauses are specified herein. For these clauses only, references to “the Government”, “Contracting Officer” and the like shall remain as stated and the term representative to the extent practicable and permissible as to the financial disclosure clauses. The Subcontractor shall provide the Contractor with copies of all communications between the Subcontractor and Contracting Officer respecting the financial disclosure clauses, however the Subcontractor shall not be required to disclose to the Contractor information which is privileged or confidential to the Subcontractor. In addition to any other remedies provided by law or under this subcontract, the Subcontractor agrees to indemnify and hold the Contractor harmless to the full extent of any loss, damage, or expense if the Contractor is subject to any liability as a result of failure of the Subcontractor or its lower-tier subcontractors to comply with the requirements of the financial disclosure clauses.
I FEDERAL ACQUISITION REGULATION (48 CFR CHAPTER 1) CLAUSES
Ref.No. Title
52.202-1 Definitions
52.203-2 Officials Not to Benefit
52.203-3 Gratuities
52.203-5 Covenant Against Contingent Fees
52.203-6 Restrictions on Subcontractor Sales to the Government
52.203-7 Anti-Kickback Procedure
52.203-10 Price or Fee Adjustment for Illegal or Improper Activity
52.204-2 Security Requirements (if order involves classified data)
52.208-1 Requires sources for Jewel Bearings and Related Items
52.211-5 New Material
52.211-7 Other than new material, residual inventory and former government surplus property
52.212-13 Stop Work Order Alt.(1)
52.211-15 Government Delay of Work
52.215-1 Examination of Records by Comptroller General
52.215-22 Price Reduction of Defective Cost or Pricing Data
52.215-23 Price Reduction for Defective Cost or Pricing – Modifications
52.215-26 Integrity of Unit Price
52.215-33 Order of Procedure
52.219-8 Utilization of Small Business Concerns and Small Disadvantaged Business Concerns
52.222-3 Convict Labor
52.222-4 Contract Work Hours and Safety Standard Act-Overtime Compensation, but only paragraphs (a) through (d). Buyer may withhold or recover from Seller such sums as the Contracting Officer withhold or recovers from Buyer because of liabilities of Seller or its subcontractors under this clause.
52.222-26 Equal Opportunity
52.222-36 Affirmative Action for Handicapped Workers with Disabilities
52.223-3 Hazardous Material Identification and Material Safety Data
52.225-10 Duty-Free Entry
52.225-11 Restrictions on Certain Foreign Purchases
52.225-13 Restrictions on Contracting with Sanctioned Persons
52.228-3 Worker’s Compensation Insurance
52.228-5 Insurance Work on a Government Installation
52.228-7 Insurance – Liability to Third Persons (in paragraph (d), third line insert “for that purpose” after “funds”)
52.229-3 Federal, State and Local Taxes
52.229-4 Federal, State and Local Taxes (noncompetitive contract)
52.232-1 Payments in which “Government means Buyer, provided that this clause is subordinate to any other payment provision herein)
52.232-9 Limitation on Withholding of Payments
52.243-1 Changes in which “Contracting Officer” means Buyer’s Purchasing Representative and “Government” means Buyer, and in paragraph © “30 days” is changed to “20 days”
52.243-7 Notification of Changes
52.244-5 Competition is subcontracting
52.245-2 Government Property
52.245-1 Special Tooling
52.245-18 Special Test Equipment
52.246-1 Contractor Inspection Requirements
52.246-2 Inspection of supplies – Fixed Price
52.246-3 Inspection of Supplies – Cut Reimbursement
52.246-16 Responsibility of supplies
52.246-23 Limitation of Liability
52.247-63 Preference for U.S. Flag Air Carriers
52.249-8 Default
II DEPARTMENT OF DEFENSE SUPPLEMENT (48 CFR CHAPTER 2) CLAUSES
Ref. No. Title
252.203-7002 Statuary Compensation Prohibitions and Reporting Requirements Relating to Certain Former DOD Employees.
252.206-7000 Required Sources for Miniature and Instrument Ball Bearings
252.206-7001 Required Sources for Precision Components for Mechanical Time Devices
252.206-7002 Required Sources for High Purity Silicon
252.206-7003 Required Sources for High Carbon Furochrome (HCF)
252.206-7004 Notice of Intent to Furnish Precious Metals as Government Furnished Material
252.206-7005 Required Sources for Forging and Welded Shipboard Anchor Chain Items
252.206-7006 Duty-Free Entry-Additional Provisions
252.227-7013 Rights in Technical Data – Noncommercial Items
252,227-7014 Rights in Noncommercial Computer Software and Noncommercial Computer Software Documentation
252.227-7015 Technical Data – Commercial Items
252.227-7017 Identification and Assertion of Use, Release or Disclosure Restrictions
252.227-7018 Rights in Noncommercial Technical Data and Computer Software – SBIR Program
252.227-7019 Violation of Assorted Restrictions – Computer Software
252.227-7026 Deferred Delivery of Technical Data or Computer Software
252.227-7027 Deferred Ordering of Technical Data and Computer Software
252-227-7028 Technical Data or Computer Software Previously Delivered to the Government
252.227-7030 Technical Data – Withholding Payment
252.227-7033 Rights in Shop Drawings
252.227-7034 Patents – Subcontracts – Applicable only to Small Business
252.227-7035 Pre-notification of Rights in Technical Data
252.227-7036 Certification of Technical Data Conformity
252.227-7037 Validation of Restrictive Markings on Technical Data
252.228-7005 Accident reporting & investigation involving Aircraft, Missiles, Mines & Space Launch Vehicles
252.234-7001 Cost/Schedule Control Systems
252-236-7003 Frequency Authorization
252.243-7000 Engineering Change Proposals
The following clauses apply if this order exceed $10,000
52.214-2 Type of Business Organization – Sealed Bidding
52.215-2 Audit and Records – Negotiation
52.222-20 Walsh Healey Public Contracts Act
52.222-21 Certification of Non segregated facilities
52.222-35 Affirmative Action for Special Disabled and Vietnam Era Veterans
52.222-37 Employment Reports on Special Disabled Veterans and Veterans of the Vietnam Era
The following clauses apply if this order exceeds $25,000
52.209-6 Protecting the Government interest when Subcontracting with Contractors Debarred, Suspended or Proposed for Debarment
52.246-25 Limitation of Liability – Services
252.203-7001 Special Prohibition on Employment
The following clauses apply if this order exceeds $100,000
52.203-11 Certification and Disclosure Regarding Payments to Influence Certain Federal Transactions
52.223-1 Clean Air and Water Certification
52.223-2 Clean Air and Water
52.230-1 Cost Accounting Standards Notice and Certification
52.230-2 Cost Accounting Standards
52.230-5 Administration of Cost Accounting Standards
52.230-3 Disclosure and Consistency of Cost Accounting Practices
52.248-1 Value Engineering
252.231-7000 Supplement Cost Principles
252-233-7000 Certification of Claims and Requests for Adjustment or Relief
The following clauses apply if this order exceed $500,000
52.214-27 Price Reduction for Defective Cost or Pricing Data Modifications – Sealed Bidding
52.214-28 Subcontractor Cost or Pricing Data Modifications – Sealed Bidding
52.215-24 Subcontractor Cost or Pricing Data
52.215-25 Subcontractor Cost or Pricing Data – Modifications
52.215-27 Termination of Defined Benefit Pension Plan
52.219-9 Small Disadvantaged and Women Owned Small Business Subcontracting Plan
52.219-16 Liquidated Damages – Small Business SubcontractingPlan
52.220-4 Labor Surplus Price Subcontracting Program
The following clauses apply if this order exceed $1,000,000
52.222-28 Equal Opportunity Pre-Award Clearance of Subcontracts
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