Terms and Conditions of Purchase
Seller shall be bound by this Purchase Order and all the terms and conditions hereof upon its written acknowledgment or acceptance of this Purchase order, or upon the delivery of all or any part of the products or services ordered herein. Any waiver, alteration or modification of the terms and conditions of this Purchase Order, to be valid, must be in writing and signed on behalf of Buyer by its authorized agent.
Time is of the essence, and we reserve the right to cancel all or any portion of this Purchase Order, without expenses to us, if same is not delivered by time specified.
The Price is fixed and firm unless specified on the face of the Purchase Order.
4. TERMS OF PAYMENT
The terms of payment are, “Payment within 30 days following receipt of invoices and goods, subject to any agreed upon discounts.”
5. DISCLOSURE OF TECHNICAL INFORMATION
All patterns, drawings, documents and information supplied by the Buyer shall remain the property of the Buyer, and must be returned in good condition on request or on completion of the Purchase Order, and shall not be copied or used for any other purpose than for the completion of the Purchase Order.
No warranties provided by law shall be modified, limited or excluded.
The Buyer reserves the right to reject the goods if they do not correspond with the Purchase Order in quality, fitness, description or quantity, and to return rejected good to the Vendor at the Vendor’s expense.
Materials other than those specified must not be substituted without prior written authority from the Buyer. The Buyer assumes no responsibility for materials furnished or services rendered, except as specially provided in this Purchase Order.
The Vendor shall not without the consent in writing of the Buyer sub-let the Purchase Order or any part thereof and shall furnish copies of all subcontracts to the Buyer. Vendor shall remain liable thereunder to Buyer notwithstanding any sublet. The terms of this Purchase Order shall be binding upon all subcontractors.
8. MATERIALS FURNISHED
All materials or equipment furnished by the Buyer. to the Vendor shall be carefully preserved and protected by the Vendor while in Vendor’s possession or under its control, and the Vendor will reimburse the Buyer for any loss or damage to such materials or equipment while in the Vendor’s possession or control.
9. GOVERNMENT PROPERTY
If this purchase order is for performance of a Federal Government Prime contract, Government Property clause FAR 52.245-1 applies and any and all material may become property of the Federal Government.
The Buyer’s Inspectors shall at all reasonable times have access to the premises of the Vendor or its Subcontractors for the purpose of inspecting and testing the goods during or after manufacture, and may reject or require adjustment for anything that does not conform with the Purchase Order. No such inspection or failure to inspect by the Buyer shall relieve the Vendor of any responsibility or liability with respect to such goods.
Seller agrees to defend, indemnify and hold harmless Buyer, its employees and customers from and against any and all loss liability damages, cost, attorney’s fees or other expenses incidental thereto of any kind and nature whatsoever, on account of any claims or suits for bodily injury or death to any person or any loss or damage to or destruction of property arising out of any actual or alleged defects in the products described herein, or arising out of any actual or alleged breach by Seller of its express or implied warranties made pursuant hereto, or arising out of Seller’s negligence or strict liabilities resulting from or relating to the products described herein. In the event of any claim, expenses, including attorney’s fees incidental thereto, the Seller agrees that the Statute of Limitation for purposes of any suit or liability against Seller in regard to the products described herein will start to run as of the time that actual damages accrue which result in loss or property damage.
Seller shall defend at its expense and shall indemnify Buyer and its customers from any liability and costs resulting from actual or alleged infringement of any U.S. patents or trademarks relating to the products described herein provided that Buyer shall give prompt written notice and full cooperation to Seller, who shall have the sole right to defend or compromise.
13. RISK OF LOSS
Until delivered to and accepted by the Buyer the goods shall remain at the risk of the Vendor who shall insure the same against all risk and loss.
14. PACKING AND SHIPPING
All packing cases, barrels, or packing material not charged at the time of invoicing the goods will be considered not returnable, and will be destroyed. If charged, they will be returned at the Vendor’s expense.
This is a rated order certified for national defense use, and you are required to follow all the provisions of the Defense Priorities and Allocations System Regulation (15 CFR part 700) and should be flowed down to your suppliers.
16. NOTICE TO SHIPPERS
The Buyer will not be responsible for any failure to give notice to Shippers of loss, damage, incorrect delivery, delay, detention in transit or non-delivery.
17. COMPLIANCE WITH STATUTORY REQUIREMENTS
Vendor warrants its compliance with the Fair Labor Standards Act and all other applicable Federal and State statutes. Certification of compliance must be indicated on the Seller’s invoice.
18. NOTICE OF LABOR DISPUTES
Whenever an actual or potential labor dispute or any other event that is delaying or threatening to delay the performance of this Purchase Order occurs, Vendor will immediately give notice thereof to the Buyer.
The Buyer has the right to cancel this order at any time with two (2) weeks notice and will pay a fair and reasonable price for work completed to the expiration date of that notice, less salvage value.
Any and all controversies arising under or out of, or in connection with or relating to or for the breach of the agreement for which this is a part, may be settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association at the Buyer’s option. Judgment upon the award rendered by the Arbitrators may be entered in any Court having jurisdiction thereof. Unless the Buyer shall otherwise agree, arbitration proceedings shall be conducted in the State of Florida and in accordance with the Laws of that State.
The remedies herein reserved shall be cumulative and additional to any other or further remedies provided in law or equate.
22. GENERAL PROVISIONS
Buyer’s waiver of any default of Seller shall not constitute a waiver of any remedies given by law as provided for thereunder for any subsequent default.
23. EQUAL EMPLOYMENT OPPORTUNITY
Seller hereby agrees to comply with Executive Order 11246, as amended, and its implementing Regulations (including the equal opportunity clause set forth in Section 202 of such Order) and Section 60-1.4 (a) of the Regulations of the Secretary of Labor, Title 41 CFR, Chapter 60, Parts 1-60, which are incorporated into this Purchase Order by reference. In addition, this Purchase Order incorporates by reference the Affirmative Action clauses of the Rehabilitation Act of 1973 at 41 CFR Section 60-741.1 and the Vietnam Era Veterans’ Readjustment Act of 1974, at 41 CFR Section 60-2050.4, as amended.
24. COMPLIANCE WITH THE EXCLUDED PARTIES LIST SYSTEM
Supplier acknowledges and agrees that their company is not listed on the Excluded Parties List System; a public service provided by the General Services Administration (GSA) for the purpose of efficiently and conveniently disseminating information on parties that are excluded from receiving Federal contracts, certain subcontracts, and certain Federal financial and nonfinancial assistance and benefits, pursuant to the provisions of 31 U.S.C. 6101, note, E.O. 12549, E.O. 12689, 48 CFR 9.404, and each agency’s codification of the Common Rule for Nonprocurement suspension and debarment.
25. DISCLOSURE OF INFORMATION
DFAR 252.204-7000 Disclosure of Information, Written permission is required prior to disseminating any information related to this Purchase Order.
26. COMPLIANCE WITH SAFEGUARDING COVERED DEFENSE INFORMATION AND CYBER INCIDENT REPORTING
Supplier acknowledges and agrees that they are in compliance with DFARS 252.204-7012 if goods and/or services provided on this order are in connection with any U.S. Department of Defense (DOD) program. Supplier further agrees that this requirement is flowed down to all subcontractors including commercial items suppliers.
27. THE SUPPLIER / VENDOR / EXTERNAL PROVIDER(S) SHALL:
- implement a quality management system;
- use Mainstream Engineering’s or its customer-designated or approved external providers, including process sources (e.g., special processes);
- notify Mainstream Engineering of nonconforming processes, products, or services and obtain approval for their disposition;
- prevent the use of counterfeit parts;
- notify Mainstream Engineering of changes to processes, products, or services, including changes of their external providers or location of manufacture, and obtain the Mainstream Engineering’s approval;
- flow down to external providers applicable requirements including Mainstream Engineering’s customer requirements;
- provide test specimens for design approval, inspection/verification, investigation, or auditing;
- retain documented information for a minimum of 5 years;
- provide the right of access by Mainstream Engineering, our customer, and regulatory authorities to the applicable areas of vendor facilities and to applicable documented information, at any level of the supply chain;
- be aware of:
- their contribution to product or service conformity;
- their contribution to product safety;
- the importance of ethical behavior.
28. All Mainstream employees will take any action to comply with FAR 52.222-56 to prohibit trafficking in persons. Any concerns at Mainstream and with our subcontractors should be brought to the Ethics Program Director’s attention immediately.
WARNING – This document may contain technical data whose export is restricted by the ARMS EXPORT CONTROL ACT (Title 22, USC, Sec 2751 et seq) or the EXPORT ADMINISTRATION ACT OF 1979, as amended, Title 50, USC, App 2401 et seq. Violations of these export laws are subject to severe criminal penalties. Disseminate IAW the provisions of DoD Directive 5230.25.