THIS ORDER IS SUBJECT TO THE FOLLOWING CONDITIONS

  1. If the Buyer pays the Seller’s invoice before arrival or complete inspection of the articles at the Buyer’s plant the Buyer avails itself of the cash discount only and such payment is subject to adjustment for any shortage in quantity, failure to make specified delivery or rejection.
  2. Any Federal, State or local taxes of any nature or any similar charges directly applicable to the articles of work covered hereby or to this material(s) used in the manufacture thereof or directly upon the importation, production, processing, manufacture, construction, sale or transportation of such articles, work or materials which are billed to the Buyer hereunder will be stated separately in Seller’s invoices, or exemption certificates covering the same will be accepted by the Seller.
  3. No charges will be allowed for drayage, boxing or packing unless stated.
  4. All articles are to be suitable packed or otherwise prepared for shipment so as to secure the lowest transportation and insurance rates and to meet carrier’s requirements.
  5. Any articles furnished by the Buyer without cost to the Seller will be deemed as held by the Seller upon consignment.
  6. The Seller expressly warrants that all articles ordered to specifications will conform thereto and to the drawings, samples or other description furnished or adopted by the Buyer, or, if not ordered to specifications, will be fit and sufficient for the purpose intended, and that all articles will be merchantable of good material and workmanship, and free from defect.
  7. Unless otherwise specified, all articles ordered will be subject to final inspection and approval at the plant of the Buyer by either or both the Buyer’s inspectors and Government inspectors.  The Buyer may either hold any rejected articles for the Seller’s instructions and at its risk or return them to the Seller at Seller’s expense.  No replacements of defective articles returned shall be made unless specified on the Buyer’s returned material orders for breach of warranty for defects discovered after such inspection.
  8. The Seller shall hold and save the Buyer, its successors and assigns, customers and the users of its products, harmless from liability or suit of any nature or kind, including costs and expenses, for or on account of any patented or unpatented invention, article or appliance manufactured or used in the performance of this order, including their use of processing by the Buyer, either alone or in combination with other materials.
  9. The Buyer, its affiliated companies or its or their suppliers may subject all articles ordered hereunder to further processes or manufacture, may combine them with any articles or sell or put them to any use whatsoever, and in no event shall any claim for royalty or additional compensation be made by the Seller by reason of such manufacture, combination, sale or use.
  10. Any design, pattern tool, die, jig, fixture, drawing, or test equipment heretofore or hereafter furnished Seller by Buyer shall remain Buyer’s property, to be delivered by seller to Buyer upon request, and shall not be used in the manufacture or any article for others than Buyer.  Tools dies, jigs, fixtures and test equipment, the cost of which has been included in computing the price specified on the face hereof order which Buyer is to pay Seller as a separate item as indicated on the face hereof shall, upon such payment, become the property of Buyer and shall be marked as directed, and hold for delivery to Buyer.  Unless otherwise stated on the face hereof, Buyer shall have no obligation to furnish or pay for tools, dies, jigs, or equipment of any kind required for Seller’s performance of this order.  Seller should account to Buyer as to the location and condition of all of Seller’s tooling at any time at Buyer’s request.
  11. In the event of the institution by either party of any proceedings under the provisions of any Federal or State law relating to bankruptcy or insolvency, or for the appointment of a receiver or trustee or assignee for the benefit of creditors of the property of either party, or in the event that any such proceedings shall be commenced against either party and shall be dismissed within sixty (60) days, then the other party may cancel this order by written notice.
  12. The Buyer reserves the right to cancel this order or any part thereof if delivery is not made within the time specified or within a reasonable time in case no time is specified or if the quantity or the quality of the articles ordered is not as specified as herein. The Buyer also reserves the right to cancel this order or any part thereof even though the Seller is not in default hereunder; In such event, there will be made an equitable adjustment on the terms of this order but Seller shall not be entitled to profit on any cancelled work. Upon receipt of any notice of cancellation the Seller shall, unless the notice otherwise directs, immediately discontinue all work and the placing of all orders for materials and supplies, in connection with this order and shall immediately cancel all existing order and subcontracts made hereunder.  Notice of cancellation may be given in person or by telephone, telegraph or other writing.
  13. This order may not be assigned or subcontracted in whole or in part nor may any assignment of any money due or to become due hereunder be made by the Seller without in each case the prior written consent of the Buyer.
  14. The contractor certifies that the price of prices quoted by him for the articles of supplies to be furnished by him are not in excess of any existing applicable maximum prices.
  15. This order is subject to all applicable local, State, and Federal laws and Regulations.
  16. Buyer reserves the right, by a written Change Order issued hereunder, to make changes in the drawings, designs, or specifications, and in the dates for delivery, as specified in the schedule set forth on the face hereof except that no change shall accelerate the rate of delivery hereunder without Seller’s consent.  If, by reason of any such changes so ordered, the cost of furnishing the items, shall be increased or decreased, the price stated on the face hereof shall be adjusted by the amount of such increase or decrease.  If, by reason of any change in the drawings, designs, or specifications, the time required for performance hereof shall be increased, the time for delivery stated herein shall be adjusted accordingly.  However, no such adjustment shall increase the price or time for delivery unless Seller gives Buyer written notice of its claim to an adjustment within thirty (30) days from the date of Seller’s receipt of the Change Order.

IF THE MATERIALS OR SERVICES PURCHASED ON THIS ORDER ARE USE ON A GOVERNMENT ORDER, THE FOLLOWING CLAUSES APPLY:

  1. Renegotiation. A. The purchase order is subject to the provisions of the Renegotiation Act of 1951. Pursuant to Section 104(3) of said Act. Seller Agrees: (1) to the elimination of excessive profits through renegotiation; (2) that there may be withheld by Buyer from amounts otherwise due to Seller, or that Seller shall repay to the United States, if paid to Seller, any excessive profits; (3) that Buyer shall be relieved of all liability to Seller on account of any amount so withheld, or so repaid by Seller to the United States.
    B. Seller agrees to insert the provisions of this Renegotiation clause, including this paragraph B in all contracts or purchase orders to make or furnish any articles or to perform any part of the work for the performance of this purchase order.
  2. Termination. The Buyer may terminate work under this purchase order in whole or in part at any time whenever: (1) the Government requests termination of this purchase order or (2) a contract between Buyer and a third person, including the Government requiring for its performance articles or services or the kind or type covered by this purchase order is terminated, in whole or in part, or amended so as to eliminate or reduce such requirements. Any such termination shall be in accordance with the clause set out in Section 8-706 of the Armed Services Procurement Regulation in effect as of the date of the execution of the Prime contract under which this purchase order is issued.
  3. Examination of Records. Seller agrees that the Comptroller General of the United States or any of their duly authorized representatives shall, until the expiration of three years after the final payment under the prime contract referenced between the United States of America and Buyer, have access to and the right to examine any directly pertinent books, documents, papers and records of Seller invoicing transactions related to this purchase order.
  4. Inspection and Audit of books.  The Seller agrees that its books and records at its plant or such parts thereof as may be engaged in the performance of this contract shall at all reasonable times be subject to inspection and audit by any authorized representative of the Department of Government from which the prime contract emanates.
  5. Inspection.  Seller shall provide an inspection system satisfactory to the Government. If any inspection or test is made by the Government on the premises of the Seller, Seller shall provide all reasonable facilities and assistance for the safety and convenience of the government in the performance of their duties.
  6. Tools.  Title to all tools, jigs, dies, fixtures, test equipment, and other similar items specified on the face hereof or the cost of which is charged against this contract, shall vest in the Government upon delivery thereof to Seller or upon completion of manufacture of which such tools, jigs, fixtures, test equipment, and other similar items by Seller. Seller shall have the right to use said items in the performance of this order and upon completion or termination thereof. Seller shall comply at Buyer’s expense with all instructions received from Buyer with respect to the delivery or disposition thereof until so delivered or disposed of. Seller shall, at its own expense, preserve, protect, maintain, and repair said items in accordance with good industrial practice and indemnify Buyer and/or the Government against all loss or damage of such items, ordinary wear and tear excepted.
  7. License. To the extent by the contract between the Buyer and the Government under which this order is placed, Seller will secure for and grant to the Government an non-exclusive, irrevocable, non-transferable, royalty free license to make, have made, and use for Government purposes and to sell or otherwise dispose of in accordance with law, material embodying any and all inventions made, conceived, or actually reduced to practice for the purpose of fulfilling this order which are now or hereafter may be covered by United States patents, which are now or hereafter may be owned or controlled by Seller or under which Seller now has or hereinafter may have the right to grant licenses. In addition, the Seller agrees to comply with and be bound by the limitation and rules set forth in the following provisions of the Armed Services Procurement Regulations which are incorporated herein and made a part of this agreement as though fully set forth herein:
      1. Buy American Act ………………………..………………….A.S.P.R. 7-103.14
      2. Convict Labor ……………………………..………………….A.S.P.R. 7-103.15
      3. Eight hour law of 1912 ……………………..………………A.S.P.R. 7-103.16
      4. Walsh Healey Public Controls Act …………..………..A.S.P.R. 7-103.17
      5. Non-discrimination in Employment …………..……..A.S.P.R. 7-103.18
      6. Covenant against Contingent Fees …………..……….A.S.P.R. 7-103.20
      7. Officials not to Benefit …………………………..….…….A.S.P.R. 7-103.19
      8. Military Security Requirements …………………..……A.S.P.R. 7-104.12
      9. Employment of Aliens …………………………….……….A.S.P.R. 7-104.3
      10. Notice to the Government of Labor Disputes ……..A.S.P.R. 7-105.3
      11. Notice and Assistance Regarding
        Patent Infringement ………………………………….…….A.S.P.R. 9-102
      12. Reporting of Royalties …………………………….……….A.S.P.R. 9-108

    Vietnam Era Veterans Readjustment Assistance Act of 1974, 38 USC 2012. Section 503 of the Rehabilitation Act 1973, as amended.
    The Anti-Kickback Act of 1986 (41 U.S.C. 51-58)
    In the above clauses the duties and restrictions imposed on the Contractor are hereby imposed on the Seller.