PURCHASE
ORDER TERMS AND CONDITIONS – USA LAW
1.1 ACCEPTANCE AND APPLICABILITY OF TERMS
(a) Acceptance, Terms and Conditions of
Contract.
“Buyer” and
“Seller” are the respective entities so identified in this Purchase Order, and
the “Ordered Items” are those items (which may include both goods and services,
including any components therein) that Buyer offers to purchase from Seller by
delivery of this Purchase Order. The terms and conditions of this Purchase Order
are the only terms that govern the purchase of the Ordered Items by Buyer from
Seller. Except as provided in Section 1(e) hereof, the Purchase Order and these
terms comprise the entire agreement between the parties, and supersede all
prior or contemporaneous understandings, agreement, negotiations,
representations and warranties, and communications, both written and oral, with
respect to the purchase and sale of the Ordered Items. These terms prevail over
any of Seller’s general terms and conditions of sale regardless of whether or
when Seller has submitted its sales confirmation of such terms.
(b) Purchase
Order as an Offer.
If this
Purchase Order constitutes an offer by Buyer to purchase the Ordered Items
specified herein, Seller’s acceptance of such offer is subject to and expressly
conditioned upon Seller’s consent to the terms and conditions specified herein.
Seller shall indicate its acceptance of Buyer’s offer by verbal acceptance
communicated to Buyer, by written acceptance of this Purchase Order received by
Buyer, by Seller’s acceptance of payment from Buyer, by commencing work on this
Purchase Order in any manner, expressly conditioned on notice of such
commencement of work received by Buyer, or by Seller’s shipment of any Ordered
Items to Buyer. If Buyer has not received Seller’s acceptance within ten days
after the date of this Purchase Order, then Buyer may withdraw this offer
without liability to Seller.
(c)Variance
in Seller’s Acceptance.
Buyer objects
to and rejects any attempt by Seller to vary in any degree any of the terms of
the offer contained in this Purchase Order, or any proposal by Seller for
additional or different terms. Any proposed terms by Seller that are different
from or in addition to those contained in this Purchase Order shall be of no
effect unless accepted in writing by Buyer. Any such proposal by Seller, if it
includes variances in description, quantity, price or delivery schedule, shall
operate as a rejection and counter-offer. Any other
such proposal by Seller shall not operate as a rejection of this offer, but
shall be deemed a material alteration thereof, and Seller shall be deemed to
have accepted the offer contained in this Purchase Order without said
additional or different terms if Seller ships any Ordered Item to Buyer.
(d) Purchase Order as an Acceptance.
If this
Purchase Order is construed as an acceptance of Seller’s offer, this acceptance
is expressly conditioned on Seller’s assent to any additional or different
terms contained in this Purchase Order.
(e) Other Agreements.
If the Parties
have previously entered into a separate written agreement pertaining to the purchase and
sale of the Ordered Items that remains in effect, this Purchase Order is
subject to the terms and conditions set forth in that agreement. In the event
of any conflict between the terms and conditions of this Purchase Order and the
terms and conditions of that agreement, the terms and conditions of that
agreement shall prevail.
1.2 PRICE AND PAYMENT
(a) Invoices and Statements.
Unless
otherwise agreed, Seller will send a separate invoice for each shipment of
Ordered Items. The invoice must include the description, quantity and price of
each Ordered Item shipped, and the number of this Purchase Order, including the
release number if the shipment is against a blanket Purchase Order.
(b) Price.
If Seller's
price for any Ordered Item is higher than the price stated in this Purchase
Order for such item on the date of shipment, the Purchase Order price will
prevail.
(c) “Most Favored Nation.”
Each invoice
sent by Seller shall be deemed to certify that the prices for the Ordered Items
are not less favorable than those currently extended to any other customer for
the same or like articles in equal or lesser quantities. If Seller reduces its
prices for such articles before this order is shipped, Seller will reduce the
prices to Buyer correspondingly.
(d) Taxes.
Except as
otherwise specifically agreed or as required by law, Seller will pay or assume
all taxes imposed upon, or in connection with, the sale of the Ordered Items.
If, under applicable law, Buyer is required to withhold any tax on payments to
Seller, Buyer will deduct such amounts from the amounts owed under Seller's
invoice and remit the applicable taxes withheld to the appropriate taxing
authority. Upon request, Buyer will furnish Seller with the official receipt of
payment of these taxes to the appropriate taxing authority.
(e) Set-off.
Any discount
and late payment periods shall run from the later of (1) the date Buyer
receives an acceptable invoice and (2) the date Buyer receives and accepts the
Ordered Items. Buyer may offset any claims or amounts due to Seller under this
Purchase Order or otherwise against any claims or amounts owed by Seller to
Buyer by reason of this Purchase Order or otherwise.
1.3 SHIPPING, DELIVERY AND ACCEPTANCE
(a) Schedule.
Postponement
by Buyer. Buyer may
postpone delivery of any of the Ordered Items specified herein for up to one
week (or the length of time, if any, indicated as a “Permissible Delay”
elsewhere in this Purchase Order). Any material commitments or production
arrangements in excess of the amount or in advance of the time
necessary to
meet ordered quantities and delivery schedules are made at Seller’s own risk.
Early
Shipment. If Seller
ships Ordered Items ahead of schedule so that Ordered Items are received by
Buyer in excess of five (or in the case of international shipment, ten) working
days prior to the scheduled date of receipt, Buyer reserves the right either
(1) to return the Ordered Items to Seller at Seller's expense or (2) to extend
the payment terms for the received Ordered Items by the number of days received
early.
Delayed
Shipment. If, at any
time, it appears Seller may not meet the delivery schedule in this Purchase
Order, Seller shall immediately notify Buyer of the cause and estimated
duration of any delay. Seller shall, upon request by Buyer, take all reasonable
steps to prevent such delay (or such portion thereof as Buyer requires) by
appropriate methods, including (without limitation) incurring expenditures for
overtime and expedited shipment by air or other means of expedited transport.
Any costs incurred by Seller to reduce or prevent such delay shall be borne
solely by Seller, unless the delay in delivery arises
out of causes beyond the control and without the fault or negligence of Seller
or its subcontractors within the meaning of Section 3.01(d) (“Termination for
Default”). If because of such a delay by Seller, Buyer is required to obtain
substitute items in order to satisfy the requirements
of Buyer’s customer, then Seller shall be liable to Buyer for any resulting
costs or damages, including without limitation the excess of the cost of such
substitute items over the price under this Agreement, and any costs relating to
expedited shipment made necessary by Seller’s delay.
(b) Quantity.
Except as
otherwise specified or approved by Buyer in writing, Seller must ship exact
quantities of Ordered Items specified in this Purchase Order. Notwithstanding
any custom or practice to the contrary, Buyer is not required to receive or pay
for any variance in the quantity of Ordered Items. Buyer may adjust Seller's
invoice for over-shipment, shortage and rejection, or
return excess shipments or under- shipments at Seller’s expense.
(c) Charges.
No charges of
any kind, including without limitation charges for boxing, packaging,
transportation, cartage, storage, or freight insurance, will be allowed unless
agreed by Buyer in writing. Price based on weight shall be determined according
to net weight of the Ordered Items without packaging, unless otherwise agreed
in writing by Buyer.
(d) Documentation.
Seller must
deliver original bills of lading (or equivalent documents) to Buyer’s
Purchasing Department or as otherwise directed by Buyer. In the case of a drop
shipment to Buyer's customer, Seller shall send to Buyer two copies of the
packing list at time of shipment.
(e) Packing and Shipping.
Seller shall
pack, mark and ship all Ordered Items in accordance with the requirements of
this Purchase Order, and all applicable transportation regulations. Subject to
the preceding sentence, Seller shall ship freight collect using an account
number provided by Buyer. Buyer will not be responsible for freight charges on
any in-bound freight not using approved carriers. Any prepay and add charges
will be deducted from invoices unless authorized by Buyer in writing, in
advance of shipment. Any declared value for insurance will be charged back to
the Seller. Any expense, damage or liability incurred by Buyer as a result of improper preservation, packing, packaging,
marking
or method of shipment
for Ordered Items shall be reimbursed by Seller upon demand.
(f) Inspection.
(1) Ordered Items Subject to Inspection. All Ordered Items are
subject to inspection and testing by Buyer or its designee at all times
prior to shipment by Seller.
(2) Return of Rejected Ordered Items. If any Ordered Items are found to be
defective in material or workmanship (including Ordered Items damaged because
of unsatisfactory packaging by Seller), or otherwise not in strict conformity
with the requirements of this Purchase Order, including drawings and
specifications and approved samples, if any, then Buyer, in addition to any
other rights and remedies which it may have under this Purchase Order or
applicable law, has the right in its sole discretion to (a) reject and return
such Ordered Items at Seller’s expense and to receive a full credit for any
such rejected Ordered Items, (b) require correction or replacement of any such
rejected Ordered Items without additional cost to Buyer, or
(c) retain and
use the Ordered Items with an equitable reduction in purchase price. Rejected
Ordered Items returned to Seller shall not be reshipped to Buyer without prior
written authorization. Seller shall bear all risks as to rejected Ordered Items
after notice of rejection. Payment shall not be deemed to constitute
acceptance.
(3) Seller’s Quality Control System. Seller shall provide and maintain a
quality control system acceptable to Buyer for Ordered Items. Records of all inspection work by Seller
shall be kept accurate and complete and available to Buyer during the
performance of this Purchase Order and until final inspection and acceptance of
the Ordered Item, and for any longer period of time
required by law (including the U.S. Federal Acquisition Regulations (“FAR”) if
applicable). Buyer’s exercise of the right of inspection shall not constitute
or be deemed to be Buyer's acceptance of the Ordered Items. Buyer's acceptance
of the Ordered Items shall not relieve Seller of any obligation with respect to
any warranties or conditions, express or implied, with respect to the Ordered
Items, and is without prejudice to Buyer's rights in the event of latent
defects, fraud, or gross errors.
(g) Title and Risk of Loss.
Seller shall
not reserve title or a security interest in goods shipped to Buyer. Seller
shall deliver the Ordered Items in accordance with the terms of shipment
specified in the Purchase Order, and the risk of loss of the Ordered Items will
transfer in accordance with such terms. Notwithstanding such terms of shipment,
however, title to the Ordered Items will transfer from Seller to Buyer only
upon receipt of the Ordered Items at Buyer’s facility (or, in the case of a
consignment arrangement, upon Buyer’s use of the Ordered Items).
1.4 WARRANTY AND SERVICE
(a) Terms of Warranty.
Seller includes
the following warranties and conditions with respect to all Ordered Items
delivered under this Purchase Order, including packaging: The Ordered Items (1)
will be merchantable, (2) will be of satisfactory quality, (3) will be free from defects in workmanship and
material, and in the case of software will
be free from disabling or malicious code, (4) will comply with the terms
of this Purchase Order and all applicable specifications, performance criteria,
drawings or samples, (5) will not contain asbestos in any form, and, (6) to the
extent such items are not manufactured pursuant to detailed designs furnished
by Buyer, will be free from defects in design and suitable for their intended
use. Deliveries of valves and pressure components of valves must be in compliance with Pressure Equipment Directive PED
97/23/EG, if applicable. Buyer's approval of designs furnished by Seller or any approval of Seller's "First Article"
shall not relieve Seller of its obligations under this warranty. The aforesaid
warranties and conditions are in addition to all other warranties and
conditions to which Buyer is entitled under this agreement or by law and do not
constitute a waiver of any rights of Buyer, expressed or implied.
(b) Benefit of Warranty.
All of Seller's
warranties are enforceable by Buyer, Buyer’s affiliates, successors and
assigns, Buyer's customers and any subsequent owner or operator of the Ordered
Items. Any inspection or acceptance of such Items by Buyer shall not be deemed
to alter, waive, extinguish or otherwise affect the
obligations of Seller or the rights of Buyer or any other beneficiary of any
warranty.
(c) Duration of Warranty.
Unless
otherwise documented in this Purchase Order or otherwise agreed by Buyer and
Seller, all warranties and conditions shall run from the date of receipt and
acceptance of the Ordered Items by Buyer for a period of three years.
(d) Remedies.
In the event of
any breach of warranty or condition, Buyer, at its option, may require Seller
(1) to replace the defective Ordered Items; (2) to correct such defect or
failure in whole or in part; or (3) to provide an equitable reduction in the
price. Such optional right of Buyer shall not be construed to negate, replace or limit, but is in addition to, any rights of Buyer
arising under this agreement or at law.
1.5 LIABILITY
(a)
Representations and Warranties.
Seller
represents, warrants and covenants the Ordered Items,
and Buyer's and Buyer’s customers use thereof, do not and will not infringe or
violate any patent, copyright, trademark, trade secret, mask work right, or
other proprietary right of others, and that Seller has, owns, will obtain, or
has otherwise procured all right, title, and interest, including any necessary
licenses, to the Ordered Items. Seller represents and warrants that in
connection with its performance in manufacturing or otherwise supplying the
Ordered Items hereunder, Seller will not infringe or violate any patent,
copyright, trade secret, mask work right, or any other proprietary right of any
third party.
(b)
Indemnity.
Seller hereby
agrees to and shall defend and indemnify, save and hold Buyer, its affiliates,
agents, employees, customers, successors and assigns (“Indemnitees”) harmless
from and against any and all suits, claims, liabilities, losses, damages,
demands, costs and expenses (including reasonable attorneys’ fees) arising out
of or claimed to have arisen out of or in connection with or by reason of (i) any act or omission or any breach of representations,
express or implied warranties or conditions by Seller, its affiliates, agents,
employees, successors or assigns or (ii) the use or sale by Indemnitees of the
Ordered Items; provided, however, Buyer shall notify Seller of any such suit,
claim or demand and shall permit Seller to control the defense or settlement
thereof.
Seller shall
indemnify and hold Indemnitees harmless from any losses, liabilities, damages,
or expenses, including (without limitation) attorneys' fees and costs incurred
in connection therewith, which may be incurred on account of any actual or
alleged infringement or violation of any applicable patent, copyright,
trademark, trade secret, mask work right, or other proprietary right of others,
with respect to such Ordered Items.
To the extent
the Ordered Items are manufactured to specific design specifications provided
by Buyer, this indemnity shall not apply to any alleged or actual infringement
or violation arising from the Ordered Items when such infringement or violation
is proximately caused by the Buyer’s specific design specifications. For the
avoidance of doubt, Buyer’s specification requiring compliance with an industry
standard shall not be considered a specific design specification provided by
Buyer.
(c) Remedies Cumulative;
No Waiver.
The remedies
set forth in these Terms and Conditions are cumulative and additional to any
other or further remedies provided by law. No failure by Buyer to exercise any
of its rights hereunder and no partial or single exercise thereof shall
constitute a waiver of such rights. No waiver by Buyer of any obligation or
breach of any provision or provisions hereof shall constitute a waiver of any
other obligation, past or future, hereunder or any recurring breach of this or
any other Purchase Order.
(d) Work on the Premises of Buyer or Buyer’s
Customer.
If Seller’s
work under this Purchase Order involves operations by Seller on the premises of
Buyer or Buyer’s customer, Seller shall take all necessary precautions to
prevent the occurrence of any injury to persons or damage to property during
the progress of such work. Except to the extent that any such injury is due
solely and directly to Buyer’s or its customer’s negligence, as the case may
be, Seller shall defend and indemnify, save and hold Buyer and its customer, as
the case may be, harmless from and against any and all suits, liabilities,
demands, costs and expenses (including reasonable attorneys’ fees) for injuries
to persons, loss of life or damage to
property arising out of or claimed to have arisen out of or in connection with
or by reason of any act or omission of Seller, its affiliates, agents,
employees or subcontractors, and Seller will protect Buyer or customer, as the
case may be, from said risks and from any corresponding claims under any
applicable law or regulation including workman’s compensation acts.
(e)
Insurance.
Except as Buyer
may otherwise agree, Seller will maintain insurance in such amount and scope as
are adequate to cover its obligations under this Purchase Order, including: (i) Commercial General Liability for bodily injury and
property damage including premises/operations, products/completed operations,
property damage and contractual liability coverage, not less than $3,000,000
per occurrence; (ii) if applicable, Automobile Liability covering owned, hired,
and non-owned vehicles with minimum limits of $1,000,000 combined single limit
each occurrence; and (iii) if applicable, Worker’s Compensation insurance in
accordance with the laws of the state with jurisdiction and Employer’s
Liability insurance in an amount not less than $1,000,000.. Buyer, its parent,
subsidiaries, affiliates, directors, officers, employees, and agents will be
named an additional insured on Seller’s Commercial General Liability policy (with
respect to all products and services to be provided by Seller hereunder) and
Automobile Liability (if applicable), and Seller’s insurance will be primary on
behalf on behalf of the additional insureds and any policies of the additional
insureds shall be non-
contributory.
If Seller will have custody of tooling, test equipment, or other property
belonging to Buyer pursuant to Section 3.02(b), Seller will maintain broad form
property damage insurance naming Buyer as loss payee and insuring replacement
value of property in the care, custody and control of
Seller, as applicable. Prior to commencement of work, Seller will provide Buyer
certificates of insurance evidencing the required insurance policies, including
evidence of additional insured status. Each of the above policies will provide
Buyer with at least 30 days’ prior written notice of any cancellation,
non-renewal or material change in coverage. Such insurance shall be placed with
reputable insurance companies licensed or authorized to do business in the
state in which the property is located with a minimum Best’s rating of A-:X.
Should Seller engage the services of any subcontractor to perform work in the
property, then Seller shall ensure that such subcontractor maintains insurance
in substantially the same forms and amounts as are required of Seller under
this Purchase Order.
(f) Limitation on Buyer’s Liability. IN NO EVENT SHALL BUYER BE LIABLE FOR
INCIDENTAL, CONSEQUENTIAL, INDIRECT OR REMOTE DAMAGES, INCLUDING LOSS OF
PROFITS OR LOSS OF USE, OR FOR PUNITIVE, EXEMPLARY OR OTHER SPECIAL DAMAGES,
HOWEVER STYLED, WHETHER ARISING UNDER THIS PURCHASE ORDER OR OTHERWISE.
2.1 COMMUNICATIONS AND REPORTING
Seller shall
not advertise or publish the fact that it has furnished, or contracted to
furnish, the Ordered Items to Buyer, or disclose any details of this Purchase
Order to any party, without prior written consent of Buyer.
2.2 DISPUTE RESOLUTION
The Parties
agree to submit any and all claims, demands, disputes,
controversies, differences or misunderstandings arising out of or relating to
this Purchase Order, or the failure or refusal to perform the whole or any part
hereof, to binding arbitration conducted in accordance with the International
Arbitration Rules of the American Arbitration Association, except where those
rules conflict with this provision, in which case this provision controls.
Arbitration shall be conducted before a single arbitrator unless the amount in
dispute exceeds $250,000. If the amount in dispute exceeds $250,000, it shall
be decided by three arbitrators, one to be selected by each party and the two
party-appointed arbitrators to agree upon the third. The arbitration shall be
held within the judicial district of Buyer’s main office location, or in
another location if agreed by Buyer and Seller. Absent agreement of the
parties, or an order by the arbitrator(s) based upon compelling evidence of
need, there shall be no discovery in the arbitration. The arbitrators shall be
authorized to award costs and attorney’s fees or to allocate them between the
parties. Any court with jurisdiction shall enforce this clause and enter
judgment on any award.
2.3 AUDITS/INSPECTION
(a) Inspection by Buyer.
Any authorized
representative of Buyer may inspect or audit Seller or
Seller's subcontractors’ facilities and processes engaged in the performance of
this Purchase Order, and may inspect and test Ordered Items to be delivered
under this Purchase Order to the extent practicable at any time, whether before
or after acceptance. If any such audit,
inspection or test is made by Buyer, Seller shall provide all reasonable
facilities and assistance for the safety and convenience of the personnel
involved.
(b) Process Changes.
Seller shall
notify Buyer not less than 90 days in advance of any proposed changes to
Seller's manufacturing processes, composition or grade of raw materials used,
critical process sources, equipment or facilities that may impact the quality,
acceptability, reliability or on-time delivery of the
Ordered Items, including any proposed relocations of manufacturing or assembly
facilities that produce the Ordered Items. Any such changes must be planned and
coordinated between Buyer and Seller prior to implementation and shall not be
made without Buyer’s written approval; if Seller implements such changes
without Buyer’s written agreement, this may render the Ordered Items defective and Buyer may reject the items or may terminate
this Purchase Order under Section 3.01(d).
3.1 GENERAL TERMS; TERMINATION
(a) Entire Agreement.
When this
Purchase Order is signed by Buyer or Buyer’s authorized representative and
accepted or deemed to be accepted pursuant to Section 1.01 above, it
constitutes a complete and exclusive statement of the terms of the agreement
between Seller and Buyer with respect to its subject matter, subject to the
terms of Section 1.01(e) regarding other written agreements. “Signing” includes the
use of fax,
email, electronically generated signatures or any
other act intended to authenticate a party’s assent to the agreement.
(b) Force Majeure.
(1) Failure to Perform. Buyer is not liable for delay in
acceptance of Ordered Items, and Seller is not liable for delay in shipment, to
the extent occasioned by events beyond such party’s reasonable control and
without its fault or negligence, such as war, strikes, fires, natural
disasters, catastrophic weather events, acts of terrorism, acts of a public
enemy, acts of governments, transportation difficulties, or other such causes.
(2) Labor Disputes. Seller shall immediately notify Buyer
if any actual or potential labor dispute is delaying or threatens to delay the
timely performance or delivery of this Purchase Order. If such a delay extends
for a period greater than ten days, Buyer may terminate this Purchase Order on
notice to Seller, and such a termination will be considered a Termination for
Convenience under paragraph 3.01(c).
(c) Termination for Convenience.
Buyer may
terminate any Ordered Item under this Purchase Order in whole or in part at any
time by written notice. In the event of such termination, Buyer and Seller
agree that an equitable settlement payment for the terminated portion of this
Purchase Order shall consist of Seller’s provable costs to date of termination
plus a reasonable profit thereon, less any value recoverable by Seller. There
shall be no allowance for potential or anticipated profits, overhead costs or
otherwise.
(d) Termination for Default.
(1) Termination by Buyer. Buyer may terminate work under this
Purchase Order in whole or in part pursuant to Section 2.03(b) (“Process
Changes”), or if Seller fails to: (i) deliver the Ordered Items required by
this Purchase Order within ten days after Seller's receipt of notice from Buyer
of Seller's failure to provide such delivery within the time(s) specified in
this Purchase Order, or
(ii) provide full performance of any other
requirement of this Purchase Order in strict compliance with the terms hereof
within ten days of Seller's receipt of notice from Buyer specifying such
failure, or
(iii) provide adequate assurances of
progress within ten days of Seller's receipt of Buyer’s demand therefor.
(2) Transfer of Completed Ordered Items. If Buyer terminates this Purchase
Order in whole or part pursuant to this Section 3.01(d), Buyer may require
Seller to transfer title and deliver to Buyer, in the manner and to the extent
directed by Buyer,
(i) any completed Ordered Items, and (ii) such partially
completed Ordered Items and materials, parts, tools, dies, jigs, fixtures,
plans, drawings, and information or similar items (hereinafter called
"Manufacturing Material"), as the Seller has produced or acquired for
the performance of this Purchase Order; and Seller shall, upon direction of
Buyer, protect and preserve any property in Seller’s possession in which Buyer
has an interest. Payment for completed Ordered Items delivered to and accepted
by Buyer shall be at the Purchase Order price. Payment for Manufacturing
Materials delivered to and accepted by Buyer and for the protection and
preservation of property shall be at a price determined by agreement of the parties.
(3) Assignment of Rights. If Buyer terminates this Purchase
Order in whole or part pursuant to this Section 3.01(d), Seller shall provide
to Buyer all information Buyer shall reasonably require concerning Seller's
purchase orders, subcontracts or similar rights for materials, services or
facilities necessary for the completion of this Purchase Order, and Buyer may
require Seller to assign to Buyer some or all of Seller's right, title and
interest in such purchase orders, subcontracts or other documents. In the event
of such an assignment, (i) Buyer shall not be liable
for any amount in excess of the reasonable value of the items received by Buyer
(not to exceed that portion of the unpaid purchase price reasonably allocable
to such items), and (ii) except to the extent of such reasonable value, Seller
shall hold Buyer harmless from all liability, damages, claims, expenses, or
loss, including (without limitation) attorneys' fees and costs incurred in
connection therewith, related to such assigned orders, subcontracts or rights.
(4) Seller Liable for Cost of Cover.
If Buyer terminates this Purchase Order in whole or part pursuant to
this Section 3.01(d), Buyer may procure substitute items from alternate sources
and in such manner as it may deem appropriate and
Seller shall be liable to Buyer for the excess of the total cost of such
substitute items over the total price Buyer would have paid for such items
under this Purchase Order. The rights of Buyer provided in this clause shall be
in addition to any other rights provided by law or this Purchase Order.
(5) Insolvency of Seller. Without limiting any other provision
of this Purchase Order, Buyer may, by written notice to Seller, cancel the
whole or any part of this Purchase Order in the event of suspension of Seller's
business; insolvency of Seller; institution of bankruptcy, insolvency,
reorganization, arrangement or liquidation proceedings
by or against Seller; appointment of a trustee, administrator or receiver for
Seller's property or business; or any assignment by Seller for the benefit of
creditors. If Buyer in good faith believes that Seller may be financially
incapable of performing its obligations hereunder in strict compliance with the
provisions hereof, it may demand written assurances of Seller's ability to perform, and failing Buyer's receipt of such assurances
within five days of Buyer's demand, Buyer may cancel the whole or any part of
this Purchase Order. The circumstances described in this subsection shall be
deemed defaults, which shall entitle Buyer to exercise any of its remedies
described above.
(e) Applicable Law.
(1) This agreement is governed by and
shall be construed and enforced in accordance with the laws of the State of New
York, without giving effect to the conflict of laws
provisions thereof, except that any provision that is: (i)
incorporated in full text or by reference from the Federal Acquisition
Regulation (FAR) or; (ii) incorporated in full text or by reference from any
agency regulation that implements or supplements the FAR or; (iii) that is
substantially based on any such agency regulation or FAR provision, shall be
construed and interpreted according to the federal common law of government
contracts as enunciated and applied by federal judicial bodies, boards of
contracts appeals, and quasi-judicial agencies of the United States Government.
. The parties hereby exclude application of the U.N. Convention on Contracts
for the International Sale of Goods from this agreement and any transaction
between them related thereto.
(2) Seller shall comply with all
applicable Federal, national, provincial, state and
local laws, rules and regulations and, on request, shall furnish Buyer with
such certificates or other evidence of compliance as may be reasonably
requested by Buyer or other authorities.
(f) Assignment and Subcontracting.
Seller shall
not contract with any other party to furnish any of the completed or
substantially completed Ordered Items, and shall not
assign any of its rights or delegate any of its duties under this Purchase
Order without the prior written consent of Buyer. In the event of an assignment
not prohibited hereunder, payment to an assignee in accordance with any such
assignment shall be subject to setoff or recoupment for any present or future
claims by Buyer against Seller or such assignee. Buyer reserves the right to
make, without notice to Seller's assignee, direct settlements and/or
adjustments in price (or other terms) with Seller notwithstanding any
assignment, and the right to make, without notice to Seller, direct settlement
and/or adjustments in price (or other terms) with Seller's assignee.
(g) Offset Credits.
This section
3.01(g) applies only to Purchase Orders in excess of
fifty thousand dollars ($50,000.00).
(1) In this section “Offset” means the
obligations that Buyer undertakes, in order to market or
sell its products, to assist a customer country in reducing any trade imbalance
caused by that country’s purchases of Buyer’s products or to meet other
customer country national objectives.
(2) To the exclusion of all others, Buyer
or its assignees shall be entitled to all benefits or Offset credits which
result from this Purchase Order. Seller shall provide such documentation or
information as Buyer or its assignees may reasonably
request to substantiate claims for Offset credits.
(3) Seller agrees to use reasonable
efforts to identify the foreign content of items that Seller either produces
itself or procures from subcontractors for work under this Purchase Order.
Promptly after selection of a non-U.S. subcontractor for work under this
Purchase Order, Seller shall notify Buyer of the name, address, subcontractor
point of contact (including telephone number) and dollar value of the
subcontract.
(4) Seller shall include the substance of
this clause, in favor of Buyer, in its subcontracts issued at all tiers
pursuant to this Purchase Order. In the event that any
of the Ordered Items procured hereunder, including any products or services
subcontracted by the Seller, originates in any country other than the United
States, Seller agrees to transfer all Offset credits for such purchases to
Buyer. Seller further agrees to include such a clause in any purchase orders it
places on its vendors, in order to permit the transfer
of such offset credits to Buyer.
3.2 INTELLECTUAL PROPERTY/DATA RIGHTS
(a) Buyer’s Intellectual Property and
Rights in Inventions.
(1) All intellectual property and other
rights in Buyer’s intellectual property, whether in the
nature of copyright, trademarks, trade secrets, or patent rights
(whether registrable or not), or otherwise are to be and remain the property of
Buyer absolutely. Seller undertakes that neither it nor its permitted
subcontractors or any of their respective shareholders, directors, officers,
employees, consultants or agents will use, reproduce,
modify, adapt, or make any other use of a Buyer’s intellectual property or
other rights in such intellectual property without the prior written consent of
the Buyer, or in any manner infringe upon the rights of the Buyer therein. Seller will not file any patent application,
utility model application, or design application using or disclosing any of the
Seller’s intellectual property.
(2) If this Purchase Order is for an
Ordered Item for which Buyer furnishes the specifications, in whole or in part,
Seller hereby conveys and assigns to Buyer (i) all
its right, title and interest in and to any inventions, data and knowledge
(whether covering processes, formulae, designs, techniques, assembly,
manufacture or otherwise and whether patentable or not patentable) conceived or
first reduced to practice in connection with such Ordered Item, and (ii) a
perpetual royalty-free and fully paid-up right and license (with right to
sublicense) to utilize any patents, inventions, data and knowledge of Seller,
or any of its subcontractors hereunder, which are incorporated in or utilized
in connection with the Ordered Item delivered hereunder. Seller agrees to keep
and preserve proper engineering and other records of such inventions, data and knowledge, and to make such records available to
Buyer upon request. Seller agrees to execute and deliver all such documents and
instruments as Buyer may, from time to time hereafter, reasonably require in order to give effect to Buyer’s rights under this
Section. Seller will promptly disclose to Buyer in writing any rights acquired
under clause (i) hereof.
(b) Use of Buyer’s Property.
(1) Property paid for or furnished by
Buyer to Seller for the production of Ordered Items, including, without
limitation, tools, jigs, dies, patterns, press plates, molds, fixtures, offset
negatives, material, equipment, drawings, designs and other information and
things (“Buyer’s Property”) is deemed to be included in Seller’s quoted price,
is deemed to be the property of Buyer and shall be used exclusively for performance
by Seller of this Purchase Order. Buyer’s Property, and whenever practical,
each individual item thereof, shall be plainly marked or otherwise adequately
identified by Seller as being the property of Buyer, shall be safely stored
separate and apart from Seller’s property and shall be subject to examination
by Buyer. Seller shall maintain Buyer’s Property in proper condition, subject
to reasonable wear and tear, and shall not encumber, destroy
or dispose of such property.
All Buyer’s
Property shall be subject to removal and return to Buyer from Seller’s plant
after completion or termination of this Purchase Order or of the portion hereof
relating to
such property, or at any time prior thereto upon the issuance of a change order
reimbursing Seller for reasonable costs incurred as a result
of such early removal.
(c) License to Buyer.
Seller grants
to Buyer the right to reproduce, use and disclose, in connection with the use,
maintenance and service of the Ordered Items, all reports, drawings and
reproductions thereof, data and technical information delivered to Buyer under
this Purchase Order.
(d) License to Seller.
Seller
acknowledges that, to the extent indicated by notices, legends or other
markings, the drawings, specifications, prints or
other data furnished by Buyer under this Purchase Order constitute or contain
trade secrets that are the property of Buyer. Subject to the limitations and
restrictions contained in this Purchase Order, Buyer grants to Seller a
nonexclusive license to use said trade secrets for the limited purpose of
supplying the Ordered Items required by this Purchase Order. To the extent that
said trade secrets describe the Ordered Items required by this Purchase Order,
Seller agrees it will not supply identical Ordered Items that have been
extracted from Buyer's data, at the direction of or for the use or benefit of,
any person other than Buyer or persons designated by Buyer.
(e) Confidentiality.
All drawings,
specifications, prints or other data furnished or
purchased by Buyer:
(1) Remain the property of Buyer, and
Seller shall return them at any time without additional cost, upon demand
of Buyer:
(2) Shall be held secret and confidential
by Seller and shall not be disclosed, in whole or in part, to any third party
without the prior written consent of Buyer;
(3) Shall not be duplicated, used or disclosed, in whole or in part, for any purpose
other than the performance of this Purchase Order, and if duplicated must
include any restrictive legends, copyright notices and other intellectual
property rights markings and legends that appear on the versions provided by
the Buyer; and
(4) Shall be disclosed only to those
employees of Seller who are directly engaged in the performance of this
Purchase Order and who have been advised of the restrictions upon duplication,
use and disclosure contained herein.
Confidential
Information shall not include any information that: (i)
is or subsequently becomes publicly available without Seller's breach of any
obligation owed to Buyer; (ii) became known to Seller prior to Buyer's
disclosure of such information to Seller; (iii) became known to Seller from a
source other than Buyer other than by the breach of an obligation of
confidentiality owed to Buyer; or (iv) is independently developed by Seller
without access to the Buyer's information.
Any breach by
Seller of any of the foregoing shall be deemed to be a material breach of this
Purchase Order on the part of Seller. In addition to any remedies that Buyer
may then have, including Buyer’s rights under other agreements, Buyer shall
have the right to cancel this and any other unfilled Purchase Order that it has
placed with Seller without liability. The provisions of this paragraph 3.02(e)
shall survive the completion, expiration or termination of this Purchase Order.
(f) Privacy
Seller
acknowledges that the professional contact information of its employees, agents
and representatives will used as follows:
(1) Names, addresses, phone numbers, email
addresses and signatures will be used by Buyer and related third parties for
purposes of credit evaluation, embargo screening, fraud detection and
maintaining efficient communications. Upon execution of the order, this
information will become a permanent company record and may be retained by Buyer
as evidence of the agreement between Buyer and Seller. (2) As an integrated multinational
corporation, Buyer may share Seller’s professional contact information as
needed, but only to the extent necessary, among its various locations, business
units and functions in other countries.
(g) Security
Seller will
provide reasonable data protection for any personal, product and planning
information regarding Buyer’s organization as follows:
(1) Seller will not share Buyer’s
information with any third party and will not store or process such information
with any third party or in any location not previously disclosed and not having
a similar level of protection.
(2) Seller will notify Buyer immediately
in the event of any security breach which results or may result in an
inappropriate disclosure.
(3) Where additional security provisions
and/or flow down clauses are required they will be
noted on the Purchase Order or in supporting documentation.
3.3 LAWS AND REGULATIONS
(a) Compliance with Laws.
Seller warrants
that, in the performance of this Purchase Order, it will comply with all
applicable Federal, national, provincial, state and
local laws. Seller also warrants that it is, and will continue during the
period of performance of the Purchase Order to be, in full compliance with the
provisions of (i) the Foreign Corrupt Practices Act
of 1977, as amended, 15 USC § 78 et seq., (ii) U.S. export control laws and
regulations, including but not limited to the International Traffic in Arms
Regulations ("ITAR") (22 CFR 120 et seq.), the Export Administration
Regulations (“EAR”) (15 CFR Part 730-774), the regulations administered by the
U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) (31 CFR
Part 500-598), (iii) the Anti-Kickback Act of 1986, 41 U.S.C. ch. 87. Seller shall indemnify and hold Buyer harmless from
any liability resulting from failure of such compliance. Unless Seller notifies
Buyer otherwise, Seller represents that
the Ordered Items are
classified as
EAR99 under the Export Administration Regulations or are not otherwise subject
to export regulation under U.S. law.
(b) Debarred Persons.
Buyer will not enter into any subcontract or other business relationship
relating to United States Government contracts with any individual or business
entity listed by a United States Government agency as debarred, suspended or
otherwise ineligible for contracting. Seller, as well as any individual or
entity that proposes to provide goods or services, including Ordered Items,
under this Purchase Order hereby certifies that it is not listed by a United
States Government agency as debarred, suspended or otherwise ineligible for
contracting.
(c) Fair Labor Standards Act.
By acceptance
of this Purchase Order Seller hereby certifies that the Ordered Items will be
produced in compliance with all applicable requirements of the Fair Labor
Standards Act of 1938 (29 USC 201-19), as amended, and of the regulations and
orders issued under that Act.
(d) Equal Employment Opportunity.
(1) EEO and Notice of Labor Rights.
Seller shall, to the extent they apply, abide by (1) the requirements of 41 CFR
§§ 60-1.4(a), 60-300.5(a) and 60-741.5(a), which prohibit discrimination
against qualified individuals based on their status as protected veterans or
individuals with disabilities, prohibit discrimination against all individuals
based on their race, color, religion, sex, sexual orientation, gender identity,
or national origin and require affirmative action to employ and advance in
employment individuals without regard to race, color, religion, sex, sexual
orientation, gender identity, national origin, protected veteran status, or
disability; (2) 29 CFR Part 471, Appendix A to Subpart A, and (3) E-Verify.
(2) Upon receipt of any contract, subcontract or purchase order amounting to
$50,000 or more
with Buyer, Seller will file with the appropriate federal agency on or before March
31 of each year or within such other period permitted or required by Executive
Order 11246, as amended, complete and accurate reports on Standard Form
100(EEO-1).
(3) Seller has developed and is currently
maintaining a written Affirmative Action Program at each of its establishments
pursuant to all the terms of the regulations promulgated by OFCCP, including 41
CFR Part 60-2, 41 CFR §60- 741.44, and 41 CFR §60-300.44, and as contained in
OFCCP’s Rules and Regulations found in 41 CFR Part 60. In accordance with those
regulations, the Seller agrees and certifies that if such a program has not
been developed, such a program or programs will be developed within one hundred
twenty days from the commencement of a covered contract, subcontract, or
purchase order.
(e) Occupational Health and Safety.
(1) All items supplied under the terms of
this Purchase Order shall be certified by Seller to be in
compliance with the requirements and standards of the Occupational
Safety and Health Act of 1970 (Public Law 91-596), as
amended,
and all regulations and orders promulgated thereunder. Where required, material
safety data sheets will be supplied on all applicable Ordered Items. Failure of
Buyer to contest a citation resulting from non-compliance of these items will
not relieve Seller of liability under this warranty.
(2) Seller warrants that each and every chemical substance delivered under this
Purchase Order shall, at the time of sale, transfer or delivery, be on the
“TSCA Inventory” of chemical substances compiled and published by the
administrator of the Environmental Protection Agency pursuant to Section 8 of
the Toxic Substances Control Act (Public Law 94-469).
(3) Seller warrants that it will have on
file the current Material Safety Data Sheet (MSDS) Form OSHA-20 for any
material at the ordering plant before such material is shipped on this Purchase
Order. If there has been any alteration in the material or the MSDS since the
previous order and/or shipment, then a new MSDS must be submitted by the Seller
and approved by an authorized Buyer representative prior to shipment.
(f) Crane Holdings, Co. Supplier Code of
Conduct.
Seller agrees
that it will abide by the Crane Holdings, Co. Supplier Code of Conduct, found
at http://www.craneco.com/SupplierCode.
(g) Conflict Minerals
Seller
represents that either (i) the Ordered Items do not
contain any amounts of tantalum, tungsten, tin or
gold, or (ii) none of such materials contained in the Ordered Items originated
in the Democratic Republic of the Congo or in any of its bordering countries,
or (iii) Seller has already provided to Buyer a completed Conflict Minerals
Reporting Template.
3.04. NO
COUNTERFEIT PARTS.
Seller warrants
that all Ordered Items delivered to Buyer will (i) be
new; (ii) be and only contain materials obtained directly from the original
equipment manufacturer (“OEM”) or an authorized OEM reseller or distributor;
(iii) not be or contain Counterfeit Items; and (iv) contain only authentic,
unaltered OEM labels and other markings.
As used in this
Section 3.04, “Counterfeit Item” means a copy or substitute supplied without
the legal right or authority to do so, or an item the material, performance or characteristics of which are knowingly
misrepresented by a supplier, distributor or manufacturer at any level in the
supply chain. Examples include, but are not limited to, parts that have been
re-marked to conceal that they are different from those offered by the OEM;
previously used parts salvaged from scrapped assemblies; and defective parts
scrapped by the OEM.
(i) Unless
first approved in writing by Buyer, Seller may purchase Ordered Items only from
sources which Seller can show comply with a recognized international standard
relating to combatting Counterfeit Items and which ensure that the items
purchased from such source are new, unused and
authentic Ordered Items.
(ii) Seller shall maintain a method of
tracking of the supply chain back to the manufacturer of all items included in
the Ordered Items. This tracking method must clearly identify the name and
location of all supply chain intermediaries from the manufacturer to the direct
source of each item for Seller and shall include the manufacturer's batch
identification for the item such as date codes, lot codes, serializations, or
other batch identifications. Full supply chain traceability documentation
includes but is not limited to OCM, OEM and authorized (i.e.
franchised) supplier certificates of conformity, purchase orders and
test/inspection data and/or certificates.
(iii) If Counterfeit Items or items
suspected to be Counterfeit Items are furnished under this Purchase Order such
goods shall be impounded by Buyer. Seller shall promptly replace such goods
with Ordered Items acceptable to Buyer and Seller shall be liable for all costs
relating to such impoundment, removal and replacement.
Buyer may turn Counterfeit Items over to Government authorities for
investigation, and Buyer reserves the right to withhold payment pending the
results of the investigation.
(iv) This warranty applies in addition to
Section 1.04 above.
(v) Seller shall include the substance of
this Section 3.04, including this sentence, in favor of Buyer, in its
subcontracts issued at all tiers pursuant to this Purchase Order. Buyer must be
notified promptly in writing of any inability or unwillingness of a lower-tier
supplier to comply with this provision.
(vi) Seller is reminded that any knowing or
willful act to falsify, conceal or alter a material fact, or any knowingly
false statement or representation in connection with the performance of work
under the Contract, may be punishable in accordance with applicable law.
4.1. ADDITIONAL TERMS AND CONDITIONS
APPLICABLE ONLY TO PURCHASE ORDERS PLACED UNDER GOVERNMENT CONTRACTS OR
SUBCONTRACTS.
(a) U.S.
Government Contracts.
If this
Purchase Order indicates, or if Seller is otherwise informed, that it is issued
under a U.S. Government prime contract or subcontract, such as by the inclusion
of a government contract number and DPAS rating in this Purchase Order, then
the provisions of Sections 4.01 and 4.02 apply to this Purchase Order, but
without derogating in any way from Seller’s obligations under the other
Sections of this Purchase Order. If Sections 4.01 and 4.02 apply to this Order,
Seller agrees to include in all of its subcontracts
and orders placed in connection with this Order, provisions that conform
substantially to such provisions of Sections 4.01 and 4.02.
Seller agrees,
upon request, to furnish Buyer with a certificate or certificates in such form
as Buyer may require certifying that Seller is in compliance
with all such government terms and conditions. In particular: (A) If
this Purchase Order is placed under a Government contract, then all rights of
Buyer under Section 2.03 extend to the Government and all agents of the
Government; and (B) if FAR 52.211-14 or 52.211-15 are applicable to this
Purchase Order, then Seller shall follow the requirements of the Defense
Priorities and Allocations System (DPAS) regulation (15 CFR 700).
4.2. GOVERNMENT PROCUREMENT REGULATIONS.
When the
Ordered Items are for use in connection with a U.S. Government prime contract
or subcontract, the following clauses set forth in the FAR as in effect on the
date of this Purchase Order shall apply as required by the terms of the prime
contract, or by operation of law or regulation. Further, when Ordered Items are
for use in connection with a U.S. Department of Defense prime contract or
subcontract, the following clauses set forth in the DFARS as in effect on the
date of this Purchase Order shall apply as required by the terms of the prime
contract, or by operation of law or regulation. The effective version of each
clause shall be the current version as of the date of this Purchase Order, or
the same version as that which appears in the Government prime contract if
indicated in the Purchase Order. In the event of a conflict between the FAR and
DFARS clauses below and the other clauses of these Purchase Order Terms and
Conditions, the FAR or DFARS clauses shall take priority. Where necessary to
make the context the clauses applicable to this Purchase Order, the terms
“Contractor,” Contracting Officer” and “Government” shall be revised to
suitably identify the contracting parties taking into account their authority
limitations set by regulation or law, except that the terms
"Government" and "Contracting Officer" do not change when
(1) a right, act, authorization, or obligation can be granted or performed only
by the Government or the Contracting Officer or his or her duly authorized
representative; (2) when title to property is to be transferred directly to the
Government; (3) when modifying the word "Property" (e.g.,
"Government Property"); and (4) in the Patent and Data Rights clauses
incorporated herein. Any reference to a "Disputes" clause shall mean
the "Disputes" clause of this Purchase Order.
Any below
listed FAR or DFARS clause that does not apply to a particular Purchase Order
as indicated by the related FAR or DFARS prescription or the text of the
clause, is considered to be self-deleting.
(a) FAR Clauses:
52.202-1
Definitions
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 Procedures (excluding paragraph (c)(1))
52.203-10 Price
or Fee Adjustment for Illegal or Improper Activity
52.203-11
Certification and Disclosure Regarding Payments to Influence Certain Federal
Transactions
52.203-12
Limitation on Payment to Influence Certain Federal Transactions
52.203-13
Contractor Code of Business Ethics
52.203-14
Display of Hotline Poster(s)
52.203-15
Whistleblower Protections Under the American Recovery and Reinvestment Act of
2009
52.203-16
Preventing Personal Conflicts of Interest
52.203-17
Contractor Employee Whistleblower Rights and Requirement to Inform Employees of
Whistleblower Rights
52.203-19
Prohibition on Requiring Certain Internal Confidentiality Agreements or
Statements
52.204-2
Security Requirements
52.204-9
Personal Identity Verification of Contractor Personnel
52.204-10
Reporting Executive Compensation and First Tier Subcontract Awards
52.204-18
Commercial and Government Entity Code Maintenance
52.204-21 Basic
Safeguarding of Covered Contractor Information Systems
52.204-23
Prohibition on Contracting for Hardware, Software, and Services Developed or
Provided by Kaspersky Lab and Other Covered Entities
52.204-25
Prohibition on Contracting for Certain Telecommunication and Video Surveillance
Services or Equipment (excluding paragraph (b)(2))
52.208-8
Required Sources for Helium and Helium Usage Data
52.209-6
Protecting the Government’s Interest When Subcontracting with Contractors
Debarred, Suspended, or Proposed for Debarment
52.211-5
Material Requirements
52.211-15
Defense Priority and Allocation Requirements
52.215-2 Audit
and Records – Negotiation
52.215-10 Price
Reduction for Defective Cost or Pricing Data
52.215-11 Price
Reduction for Defective Cost or Pricing Data – Modification
52.215-12
Subcontractor Certified Cost or Pricing Data
52.215-13
Subcontractor Certified Cost or Pricing Data Modifications
52.215-14
Integrity of Unit Prices (excluding paragraph (b))
52.215-15
Pension Adjustment and Asset Reversions
52.215-16
Facilities Capital Cost of Money
52.215-18
Reversions or Adjustment of Plans for Postretirement Benefits (PRB) Other Than
Pensions
52.215-19
Notification of Ownership Changes
52.215-20
Requirements for Certified Cost or Pricing Data and Data Other Than Certified
Cost or Pricing Data
52.215-21
Requirements for Certified Cost or Pricing Data and Data Other Than Certified
Cost or Pricing Data - Modifications
52.215-22
Limitations on Pass-Through Charges – Identification of Subcontract Effort
(excluding paragraph (c)(1))
52.215-23 &
Alt 1 Limitations on Pass-Through Charges
52.216-7
Allowable Cost and Payment
52.219-8
Utilization of Small Business Concerns
52.219-9 Small
Business Subcontracting Plan
52.222-4
Contract Work Hours and Safety Standards Act Overtime Compensation
52.222-20
Contracts for Materials, Supplies, Articles, and Equipment
52.222-21
Prohibition of Segregated Facilities
52.222-26 Equal
Opportunity
52.222-35 Equal
Opportunity for Veterans
52.222-36 Equal
Opportunity for Workers with Disabilities
52.222-37
Employment Reports Veterans
52.222-40 Notification
of Employee Rights Under the National Labor Relations Act
52.222-41
Service Contract Labor Standards
52.222-50 &
Alt 1 Combating Trafficking in Persons [Alt 1 is included if in prime
contract.]
52.222-51
Exemption from Application of the Service Contract Labor Standards to Contracts
for Maintenance, Calibration or Repair of Certain Equipment-Requirements
52.222-51
Exemption from Application of the Service Contract Labor Standards for Certain
Services-Requirements
52.222-54
Employment Eligibility Verification
52.222-55
Minimum Wages Under Executive Order 13658
52.222-56
Certification Regarding Trafficking in Persons Compliance Plan
52.222-62 Paid
Sick Leave Under Executive Order 13706
52.223-3
Hazardous Material Identification and Material Safety Data
52.223-7 Notice
of Radioactive Materials
52.223-11
Ozone-Depleting Substances
52.223-18
Contractor Policy to Ban Text Messaging While Driving
52.224-3 &
Alt 1Privacy Training
52.225-1 Buy
American Act– Supplies
52.225-3 Buy
American Act –Free Trade Agreements – Israeli Trade Act
52.225-5 Trade
Agreements
52.225-8
Duty-free Entry
52.225-13
Restrictions on Certain Foreign Purchases
52.225-26
Contractors Performing Private Security Functions Outside the United States
52.227-1
Authorization and Consent (including Alt I if included in Prime Contract)
52.227-2 Notice
and Assistance Regarding Patent and Copyright Infringement
52.227-9 Refund
of Royalties
52.227-10
Filing of Patent Applications - Classified Subject Matter
52.227-11
Patent Rights – Ownership by the Contractor
52.227-14
Rights in Data -General
52.228-5
Insurance – Work on a Government Installation
52.229-3
Federal, State, and Local Taxes
52.230-2 Cost
Accounting Practices (excluding paragraph (b))
52.230-3
Disclosure and Consistency of Cost Accounting Practices (excluding paragraph
(b))
52.230-6
Administration of Cost Accounting Practices
52.232-40
Providing Accelerated Payments to Small Business Subcontractors 52.233-1
Disputes
52.234-1
Industrial Resources Developed Under Title III, Defense Production Act
52.236-13
Accident Prevention
52.237-2
Protection of Government Buildings, Equipment, and Vegetation
52.242-13
Bankruptcy
52.242-15
Stop-Work Order
52.243-1
Changes
52.243-6 Change
Order Accounting
52.244-5
Competition in Subcontracting
52.244-6
Subcontracts for Commercial Items
52.245-1 &
Alt 1 Government Property
52.245-9 Use
and Charges
52.246-2 Inspection
of Supplies – Fixed Price
52.246-4
Inspection of Services-Fixed-Price
52.246-16
Responsibility for Supplies
52.246-26
Reporting Nonconforming Items
52.247-63
Preference for U.S. Flag Air Carriers
52.247-64
Preference for Privately Owned U.S. Flag Commercial Vessels
52.248-1 Value
Engineering
52.249-2
Termination for Convenience of the Government (Fixed Price) “Government” shall
mean BUYER
52.249-8
Default (Fixed-Price Supply and Service)
(b) DFARS Clauses:
252.203-7001
Prohibition on Persons Convicted of Fraud or Other Defense- Contract-Related
Felonies
252.203-7002
Requirement to Inform Employees of Whistleblower Rights
252.203-7004
Display of Hotline Posters
252.204-7000
Disclosure of Information
252.204-7004
Antiterrorism Awareness Training for Contractors
252.204-7008
Compliance with Safeguarding Covered Defense Information Controls
252.204-7009
Limitations on the Use or Disclosure of Third Party
Contractor Reported Cyber Incident Information
252.204-7012
Safeguarding Covered Defense Information and Cyber Incident Reporting - Seller
shall report cyber incidents to Buyer in accordance with paragraph (m)(2) of
this clause within 48 hours of discovery.
252.204-7015
Notice of Authorized Disclosure of Information for Litigation Support
252.204-7018
Prohibition on the Acquisition of Covered Defense Telecommunications Equipment
or Services
252.204-7019
Notice of NIST SP 800-171 DoD Assessment Requirements
252.204-7020
NIST SP800-171 Assessment Requirements
252.204-7021
Contractor Compliance with the Cybersecurity Maturity Model Certification Level
Requirement
252.209-7004
Subcontracting with Firms that Are Owned or Controlled by the Government of a
Country that is a State Sponsor of Terrorism
252.211-7003
Item Identification and Valuation
252.215-7010
Requirements for Certified Cost or Pricing Data and Data Other Than Certified
Cost or Pricing Data
252.219-7003
Small Business Subcontracting Plan (DOD Contracts)
252.219-7004
Small Business Subcontracting Plan (Test Program)
252.222-7000
Restrictions on Employment of Personnel
252.223-7001
Hazard Warning Labels
252.222-7006
Restrictions on the Use of Mandatory Arbitration Agreements
252.223-7006
Prohibition on Storage and Disposal of Toxic and Hazardous Materials
252.223-7008
Prohibition of Hexavalent Chromium
252.225-7001
Buy American Act and Balance of Payments Program
252.225-7002
Qualifying Country Sources as Subcontractors
252.225-7007
Prohibition on Acquisition of Certain Items from Communist Chinese Military
Companies
252.225-7008
Restriction on Acquisition of Specialty Metals
252.225-7009
Restriction on Acquisition of Certain Articles Containing Specialty Metals
252.225-7010
Commercial Derivative Military Article – Specialty Metals Compliance
Certificate
252.225-7012
Preference for Certain Domestic Commodities
252.225-7013
Duty-Free Entry
252.225-7015
Restriction on Acquisition of Hand or Measuring Tools
252.225-7016
Restriction on the Acquisition of Ball and Roller Bearings
252.225-7021
Trade Agreements
252.225-7025
Restrictions on Acquisition of Forgings
252.225-7027
Restriction on Contingent Fees for Foreign Military Sales
252.225-7028
Exclusionary Policies and Practices of Foreign Governments
252.225-7030
Restriction on Acquisition of Carbon Alloy and Armor Steel Plate
252.225-7031
Secondary Arab Boycott of Israel
252.225-7048
Export-Controlled Items
252.225-7051
Prohibition on Acquisition of Certain Foreign Commercial Satellite Services
252.225-7052
Restriction on the Acquisition of Certain Magnets and Tungsten
252.225-7056
Prohibition Regarding Business Operations with the Maduro Regime
252.225-7057 Preaward Disclosure of Employment of Individuals who work
in the People's Republic of China
252.225-7058 Postaward Disclosure of Employment of Individuals who work
in the People's Republic of China
252.226-7001
Utilization of Indian Organizations, Indian-Owned Economic Enterprises, and
Native Hawaiian Small Business Concerns
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
252.227-7016
Rights in Bid or Proposal Information
252.227-7017
Identification and Assertion of Use, Release, or Disclosure Restrictions
252.227-7019
Validation of Asserted Restrictions - Computer Software
252.227-7025
Limitations on the Use or Disclosure of Government- Furnished Information
Marked with Restrictive Legends
252.227-7026
Deferred Delivery of Technical Data or Computer Software
252.227-7027
Deferred Ordering of Technical Data or Computer Software
252.227-7028
Technical Data or Computer Software Previously Delivered to the Government
252.227-7030
Technical Data - Withholding of Payment
252.227-7037
Validation of Restrictive Markings of Technical Data
252.228-7001
Ground and Flight Risk
252.228-7005
Mishap Reporting and Investigation Involving Aircraft, Missiles and Space
Launch Vehicles
252.231-7000
Supplemental Cost Principles
252.232-7017
Accelerating Payments to Small Business Subcontractors – Prohibition on Fees
and Consideration
252.239-7016
Telecommunications Security Equipment, Devices, Techniques, and Services
252.239-7018
Supply Chain Risk
252.244-7000
Subcontracts for Commercial Items
252.246-7001
Warranty of Data
252.246-7003
Notification of Potential Safety Issues
252.246-7007
Contractor Counterfeit Electronic Part Detection and Avoidance System
252.246-7008
Sources of Electronic Parts
252.247-7023
Transportation of Supplies by Sea
252.249-7002
Notification of Anticipated Contract Termination or Reduction
Index of
Definitions:
Term:
|
Defined in Section:
|
Buyer
|
1.01(a)
|
Buyer’s Property
|
3.02(b)(1)
|
FAR
|
1.03(f)(3)
|
Indemnitees
|
1.05(a)
|
Manufacturing Material
|
3.01(d)(2)
|
Offset
|
3.01(g)
|
Ordered Items
|
1.01(a)
|
Seller
|
1.01(a)
|