1. TERMS & CONDITIONS
No terms and conditions other than the terms and condition set forth in this order, including those
terms and conditions in any document attached to or incorporated by reference in this order, shall
be binding upon Purchaser unless accepted by it in writing. Terms and conditions contained in any
acknowledgement of this order which are different from or in addition to the terms and conditions of
this order shall not be binding on Purchaser and specifically objects to any terms and conditions
which are different from or in addition to the provision of this order. This order becomes the
exclusive agreement between the parties when accepted by acknowledgement, commencement,
or performance.
2. COMPLIANCE WITH LAWS
Seller warrants and certifies that in the performance of this contract it will comply with all applicable
statutes, rules, regulations and orders of the United States and of any state or political subdivision
thereof including laws and regulations pertaining to labor, wages, hours and other conditions of
employment, applicable price ceilings, if any, packaging and labeling of goods and that the articles
delivered hereunder shall be produced in compliance with the Fair Labor Standards Act. The seller
agrees to indemnity and save harmless the Purchaser or its customers from any and all liability,
loss, damage, expense, including attorney’s fees, arising from the violation of any such law or
regulation.
3. STATE LAW
This order shall be governed in all respects by the laws of the State of California, excluding its rules
regarding choice of laws.
4. EXTRA CHARGES AND PACKAGING REQUIREMENTS
No charges of any kind, including charges for boxing and cartage, will be allowed unless
specifically agreed to by Purchaser in writing. Seller shall be responsible for packing and
packaging necessary to withstand transportation hazards. Price shall cover net weight, unless
otherwise agreed. Packaging requirements for shipments of Commercial Bills of Lading must meet
commercial standard and accepted practices of the industry with full protection of the material to
ultimate destination and must conform to governing classifications, including, but not limited to
Uniform Freight Classification for rail – National Motor Freight Classification for truck – Railway
Express Classification for express – U.S. Official Postal Manual, for parcel post – Official Air
Freight rules, Tariffs, for air freight.
5. TRANSPORTATION
Unless otherwise stipulated on the face of this order, goods covered by this order shall be shipped
“FOB” Seller’s plant. Title to said goods shall pass to Purchaser upon delivery to carrier. However,
all transportation charges must be prepaid. No charges for unauthorized transportation will be
allowed. Purchaser carries insurance on all material to which it has title while such material is in
transit. Therefore Seller shall not declare any value on such material shipped via United Parcel
Service, Rail Express, Air Express, Air Freight, or Parcel Post. Seller shall release rail or truck
shipments at the lowest released valuation permitted in the governing tariff or classification. If
Seller does not comply with Purchaser’s delivery schedule, Purchaser may in addition to any other
rights which Purchaser may have under this order, require delivery by fastest way. Charges
resulting from such premium transportation must be fully prepaid and borne by Seller. The
provisions of this clause shall in no way limit Purchaser’s right to inspect and reject the goods
covered by this Order upon receipt.
6. INVOICING AND MARKING
Two copies of invoices must be mailed to Purchaser on date shipment is made. Separate invoices
must be furnished for each shipment under this order showing point of shipment and routing.
Attach to invoice original bill of lading and express bill for any prepaid express or freight shipment.
Packages must be marked with Seller’s name and Purchaser’s purchase order numbers, and is to
contain one copy of the complete list of materials contained therein. Each package must be
identified with the contents as shown on the shipping or packing list. Any extra expense or due to
lack of above information will be deducted from Purchaser’s remittance in payment of Seller’s
invoices.
7. DELAYS IN DELIVERY
Seller will strictly adhere to the delivery and completion schedules specified in this purchase order,
and agrees that time is of the essence in the delivery of all goods hereunder. If, at any time, Seller
believes that it may be unable to comply with the required delivery or completion schedules, Seller
shall immediately notify Purchaser in writing of the probable length of any anticipated delay and the
reasons for it, and shall continue to notify Purchaser of any significant change in delivery status. In
the event of such notice or of an actual failure by Seller to comply with the delivery or completion
schedules, Purchaser may in addition to all other remedies, require Seller, at Seller’s expense to
ship good via air freight or other expedited routing to avoid or minimize delay.
8. REJECTIONS
If any of the goods are found at any time to be defective in material or workmanship, or otherwise
not in strict conformity with the requirements of this order. Purchaser, in addition to any other
rights which it may have under warranties or otherwise, may at its option, correct or have corrected
the non-conformity at Seller’s expense or reject and return such goods at Seller’s expense. Such
goods are not to be replaced without specific written authorization from Purchaser.
9. PURCHASER’S PROPERTY
Unless otherwise agreed in writing or unless subject to FAR, all tools, equipment or materials of
every description furnished to Seller by Purchaser or specifically paid for by Purchaser and any
replacement thereof or any materials affixed or attached thereto, shall be plainly marked or
otherwise adequately identified by Seller as Buyer’s property and shall be safety stored separate
and apart from Sellers property. Seller shall not substitute any property for Purchaser’s property
and shall not use such property except in filling Purchaser’s order. Such property while in Seller’s
custody or control shall be held at Seller’s risk and shall be kept insured by Seller at Seller’s
expense in an amount equal to the replacement cost with loss payable to Purchaser. Such
property shall be subject to removal at Purchaser’s written request, in which event Seller shall
prepare such property for shipment and shall deliver it to Purchaser within ten (10) days of
Purchaser’s written request in the same condition as originally received by Seller reasonable wear
and tear excepted, all at the Seller’s expense.
10. CHANGES
Purchaser may at any time by written notice make changes in the quantities ordered specifications,
designs, or drawings, samples or other description to which the articles are to conform in methods
of shipment and packaging or 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 part of the work under this
order whether changed or not changed by any such change order a, an equitable adjustment shall
be make in the price or delivery schedule or both and this order modified in writing accordingly.
Nothing in this clause shall excuse the Seller from proceeding without delay to perform this order
as changed. Seller shall immediately notify Buyer of any effect on price or delivery with written
confirmation to follow within ten (10) days.
11. PRODUCTS, METHODS, AND MANUFACTURING PROCESS
Any knowledge or information which Seller shall have disclosed or may hereafter disclose to
Purchaser incident to the placing and filling of this order shall not, unless otherwise specifically
agreed upon in writing by Purchaser be deemed to be confidential or proprietary information and
accordingly shall be acquired free from any restriction. No employee of Purchaser has authority to
make any agreement express or implied limiting use or publication of or providing for confidential
treatment of information or suggestions of whatever kind received by him unless such agreement is
made in writing and signed by the Purchaser’s General Manager or his delegated representative.
12. NON-ASSIGNMENT
Assignment of this order or any interest therein or any payment due or to become due thereunder
without the written consent of Purchaser, shall be void.
13. SET-OFF
Purchaser shall be entitled at all time to set-off any amount owing at any time from Seller to
Purchaser or any of Purchaser’s affiliated companies against any amount payable at any time by
Purchaser in connection with this order.
14. BANKRUPTCY
If seller ceases to conduct its operations in the normal course of business (including inability to
meet its obligations as they mature) or if any proceeding under the bankruptcy or insolvency laws
is brought by or against Seller, or a receiver for Seller is appointed or applied for or an assignment
for the benefit of creditors is made by Seller, Purchaser may terminate this order without liability
except for deliveries previously made or for goods covered by this order which are at that time
already then completed and which are subsequently delivered in accordance with the terms of this
order.
15. WORK ON PURCHASE’S OR ITS CUSTOMER’S PREMISES
If Seller’s work under this order involves operations by Seller on the premises of Purchaser or one
of its customers, Seller shall take all necessary precautions to prevent the occurrence of any injury
to person or property during the progress of such work and except to the extent that any such
injury is due solely and directly to Purchaser’s or its customer’s negligence, as the case may be,
shall indemnify Purchaser against all loss which may result from any act or omission of the Seller,
its agents, employees, or subcontractors, and Seller shall maintain such Public Liability, Property
Damage and Employee’s Liability and Compensation and Occupational Disease Acts. Without in
any way limiting Seller’s responsibility under this Clause when on the premises of Purchaser or
Purchaser’s Customer, Seller’s employees shall be subject to and will follow the work site safety
rules and regulations.
16. INSPECTION
a. All goods (which term throughout this order includes without limitation raw material,
components, intermediate assemblies and end products) shall be subject to inspection and test
by the Purchaser and its Customer (which term throughout this clause shall include without
limitation the government including its surveillance and/or regulatory agencies if this order is
placed pursuant to Government Prime or Subcontract? to the extent practicable at all times
and places including the period or manufacture and in any event prior to final acceptance by
the Purchaser and its Customer.
b. If any inspection or test is made on the premises of Seller or its suppliers, Seller, without
additional charge, shall provide all reasonable facilities and assistance for the safety and
convenience of the inspectors in the performance of their duties. All inspections and tests of
the premises of Seller or its supplier shall be performed in such a manner as not to unduly
delay the work.
c. Final acceptance or rejection of the goods shall be made within a reasonable time following
delivery, except as otherwise provided in this order. Failure to inspect and accept or reject
goods shall neither relieve Seller from responsibility for such goods as are not in accordance
with the order requirements nor impose liabilities on Purchaser therefor.
“PAC supplier performance will be based on four ratings A (95-100%), B (90-94%), C
(81-89%), & D (80% and Below). The ratings will be calculated quarterly, based on
statistical attribute data percent of accepted parts/total lots received. When a supplier’s
quality level is sub-standard (C rating), PAC Quality Management will advise the
supplier that they are conditionally approved. Supplier ratings below 80% will be
removed from the Approved Supplier List unless the Supplier, submits an approved
Corrective Action Plan to bring the supplier rating into compliance”.
d. Seller shall provide and maintain an inspection and process control system similar to
AS9100/ISO-9001 which is acceptable to Purchaser and its Customer covering the goods
hereunder. Records of all inspection work by Seller shall be kept complete and available to
Purchaser and its Customer during the performance of this order and for such longer periods
as may be specified in this order. Records Retention Period: Quality Management System
records will be retained for a minimum period of 30 years or as contractual requirements
dictate. The 30 year period applies to contract end date for product related items (close of
contract) and calendar effective date for all other documentation. The supplier must impose
this requirement on their sub tiers. Unless otherwise directed by PAC, records are to be
maintained utilizing the supplier’s documented procedure without cost to PAC.
e. Precision Aerospace Corp. our Customers, Government and Regulatory Agencies, shall have
Right of Entry to verify the Quality of work, records and or materials at any time as deemed
necessary.
f. The Seller’s Calibration system shall conform to the requirements of MIL-STD-45662,
ANSI/NCSL Z540-1, or ISO-10012-1 in that only current calibrated equipment traceable to a
national standard shall be used for product acceptance.
g. If at any time the supplier detects a process violation, purchase order noncompliance, raw
material or part nonconformance, Precision Aerospace Corp. shall be notified as soon as
practicable. Nonconforming material or parts shall be documented and submitted to Precision
Aerospace Corporation. Authority to ship nonconforming material must be obtained prior to
shipping. Nonconforming material shipped without prior approval is subject to return at seller’s
expense. Non-conformances shall indicate the nature of the discrepancy with root cause and
corrective action. A copy of the nonconformance document shall accompany each affected
shipment. Parts will not be repaired without Precision Aerospace Corporation prior written
authorization.
Supplier shall notify Precision Aerospace Corporation within 24 hours of discovery of suspect
nonconforming product having been shipped regardless of destination.
h. Suppliers do not have MRB authority for Precision Aerospace Corp.
i. Supplier is responsible for ensuring all items procured from its subcontractors conform to all
requirements of Precision Aerospace Corp. purchase order. Supplier shall ensure all
applicable provisions of this document are flowed to its subcontractors, and shall ensure the
use of customer designated or approved external providers, when applicable. Suppliers shall
communicate to its personnel, awareness of their contribution to product conformity and
product safety, as well as the importance of ethical behavior.
j. Supplier shall notify Precision Aerospace Corp (Buyer) in advance of any changes in product or
process with written approval by Precision Aerospace Corp. and/or buyer’s customer. Changed
articles shall be clearly identified from previous articles.
k. Supplier shall have a Counterfeit Material prevention and detection control plan in
accordance with national Aerospace Standards. Supplier shall not deliver any products to buyer
that contains any “Counterfeit Parts”.
Defined as: A suspect part identified as a copy or substitute without legal right or authority to do so
or one whose material, performance, or characteristics are knowingly misrepresented by
the supplier.
l. M&TE calibration sources shall ensure that annual eye examinations, including visual acuity and
color vision, as applicable, are by a medically qualified/trained person. Records shall be
retained for each individual. Minimum vision requirements are near vision requirements of Snellen
14/18, (20/30), or Jaeger 2
17. REQUIREMENTS TO MAINTAIN ASSEMBLY RECORDS
When specifications or drawings require Seller to serially number assemblies Seller shall maintain
records of all such serially numbered assemblies by part number and serial number. In addition
when such specifications or drawings required Seller to serially number detail parts of said
assemblies Seller shall maintain records of the source, drawing number and serial numbers of
such detailed units. Seller shall maintain all such records for thirty (30) years from the date of
completion of this order, unless a longer period is called in the time of this order.
18. PURCHASERS RESERVATION OF RIGHTS IN DATA
Seller agrees that any information received or to be received from Purchaser is the proprietary
property of Purchaser and such information shall only be used for the purposes of
this order. Without written approval from the Purchaser, Seller shall not except as necessary for
the performance of this order.
19. PATENT IDEMNITY
Seller shall defend at its own expense any suit or proceeding brought against Purchaser or its
customers so far as based on a claim that any goods, or the normal use thereof (except goods
designed in detail by the Purchaser), furnished under this order constitute any infringement of any
patent of the United States or any foreign country, if notified promptly in writing and given authority,
information and assistance (at Seller’s expense) for the defense of same, and Seller shall pay all
damages and costs awarded therein against Purchaser or its customers. In case the use of said
goods, or any parts, in enjoined, Seller shall at its own expense and at its option, either procure for
Buyer and its customers the right to continue using said goods or parts, or modify them so they
become non-infringing, or with the approval of Purchaser, remove said goods and refund the
purchase price and the transportation and installation costs thereof.
20. CALIFORNIA SALES TAX
(Applicable only to orders placed by Purchaser in the State of California.) The State of California
has issued a Resale Permit Number to this company as indicated on the face of the order
authorizing it to purchase tangible personal property, without payment of the tax at the time of
purchase. Purchaser agrees to maintain adequate records of all purchases and pay tax on all
taxable directly to the State of California.
21. RELEASE OF PUBLIC INFORMATION
No public disclosure (including, without limitation, photographs, films, announcements and denials
or confirmations) with respect to this order, the subject matter, or any phase of any program, shall
be made without the prior written approval of Purchaser.
22. MATERIAL TEST CERTIFICATION
By acceptance of this purchase order Seller certifies that goods supplied shall strictly conform to all
requirements of this purchase order, and that objective evidence of conformance to each specific
drawing and specification required by the purchase order is on file and available for examination by
Purchaser. Seller shall provide a Certificate of Conformance with each shipment. Each lot or
shipment of castings, forging, raw material or finished parts made to specifications that require
reporting of numerical test results, shall be accompanied by a copy of a certified Laboratory Test
Report formulated in accordance with said specifications and made by or at the order of Seller
which lists the numeric results of the specific tests.
23. WARRANTIES
Seller warrants that all goods delivered hereunder will strictly conform to all requirements of this
order (including all applicable descriptions, specifications, and drawings): and will be free from
defects in material and workmanship: and, to the extent not manufactured pursuant to detailed
designs furnished by Purchaser, be free from all defects inn design and will be merchantable and
fit for the intended purposes. Seller’s warranties (and any more favorable warranties, service
policies, or similar undertakings of Seller in favor of any other customer) shall be enforceable by
Purchaser’s customers and the users of Purchaser’s goods, as well as by Purchaser.
24. TERMINATION
Purchaser may terminate this order in accordance with the provisions of Clause 52.249-2 of the
Federal Acquisition Regulations in effect as of the date of this Order. Such Clause is incorporated
in this Order by reference with the following modifications: “Contracting Officer” means
Purchaser’s Purchasing Representative, and “Government” means Purchaser except in paragraph
(m). “Contractor” means Seller. In paragraph (c) the term “45 days” is changed to “90 days”. The
term “1 year” in paragraph (d) is changed to “6 months”. If this order is not
related to a U.S. Government prime or sub-contract, the audit of Seller’s books and records shall
be conducted by Purchaser or if Purchaser is unable or unwilling, such audit shall be conducted by
a mutually acceptable independent certified public accounting firm.
25. PRECEDENCE
Conflicting provisions hereof, if any, shall prevail in the following descending order of precedence:
a. a. Typed provisions on the face of this order.
b. b. Purchase Order attachment.
c. c. The printed portion of this order including these terms and conditions, and
d. d. Specifications attached or incorporated by reference. Purchaser specification shall
prevail over those of any agency of the U.S. Government and both shall prevail over those
of the Seller.
26. WAIVER
The failure of Purchaser to insist on performance of any provision of this Order shall not be
construed as a waiver of that provision in any later instance.
27. DEFAULT
Purchaser may terminate this order or any part hereof by written or telegraphic notice of default to
Seller signed by Purchaser, under any of the following circumstances.
a. a. If Seller refuses to make deliveries or perform the services within the time specified or
extensions thereof agreed to in writing by Purchaser.
b. b. If Seller fails to comply with any of the provisions of this purchase order or so fails to
make progress as to endanger performance of this order in accordance with terms.
c. c. If Seller becomes insolvent or is subject to proceedings under the laws relating to
bankruptcy, insolvency or the relief of debtors. In the event of default Purchaser may
purchase similar parts, materials or services elsewhere or secure the manufacture and
delivery of parts, materials, services or otherwise and Seller shall be liable to Purchaser for
any excess costs to Purchaser, provided, however, that Seller shall not be liable to
Purchaser for any such excess costs when the default of the seller is due to Causes
beyond its control and totally without its fault or negligence, provided further that Seller
shall not be excused from liability unless Seller has notified Purchaser immediately and
confirmed in writing the existence of such cause within ten (10) days from the beginning
thereof. Any termination by Purchaser, whether by default or otherwise shall be without
prejudice to any claims to damages or any other rights of Purchaser against Seller.
28. OVER SHIPMENT/ADVANCE SHIPMENT
Purchaser reserves the option to return any goods to the Seller at seller’s expense that are
received by Purchaser more than thirty (30) days prior to the delivery schedule date specified on
the purchase order without first obtaining shipping authorization from Purchaser’s Purchasing
representative.
29. NOTICE OF LABOR DISPUTES
Whenever Seller has knowledge that nay present or potential labor dispute is delaying or threatens
to delay the timely performance of this contract, Seller shall immediately give notice
thereof including all information relevant thereto to Purchaser. Seller agrees to insert the
substance of this provision, including this sentence, in any lower-tier subcontract hereunder
wherein a labor dispute might delay timely performance of this contract.
30. SAFE DRINKING WATER AND TOXIC ENFORECEMENT ACT
In performing services under this contract, Seller shall comply in all respects with the California
State Drinking Water and Toxic Enforcement Act of 1986 (the “Act”), and all rules and regulations
promulgated thereunder. Without limiting the generality of the foregoing, Seller shall comply with
the following requirements:
a. a. Warning: Prior to bringing or causing to be brought onto or shipped to Purchaser’s
premises in California any product or item which contains a chemical known to the state of
California to cause cancer, or to cause birth defects or other reproductive harm (“Listed
Chemical”), Seller shall notify in writing the Buyer’s local Safety Health and Environmental
Affair’s (“SHEA”) representative of Seller’s intention. This notice shall identify all Listed
Chemicals, which are to be brought onto a California facility of Purchaser, identify the
specific item(s) containing the Listed Chemical and the use to which the product or item
will be put. The notice shall also state whether any exposure to a Listed Chemical, if listed
due to its carcinogenicity, poses “no significant risk” assuming lifetime exposure at the
level of exposure in question, or if listed due to reproductive toxicity, will have no
observable effect at 1000 times the level of exposure in question, as such terms may be
defined from time to time in the Act or by any governmental agency which issues
regulations pursuant to the Act. Seller shall give timely warning required by the Act to
Purchaser’s personnel and any other person who may be exposed to a listed chemical at a
California facility of Purchaser as a result of any action or inaction of the Seller, its agents,
employees, or subcontractors.
b. b. Discharge: During the performance of any work at or in the vicinity of any California
facility of Purchaser, Seller shall assure that neither Seller shall assure that neither seller
nor its agents, employees or subcontractors discharge or release a Listed Chemical into
water or onto or into land where the chemical passes or probably will pass into any source
of drinking water.
c. c. Notification: Seller shall provide immediate oral notification to Purchaser’s local SHEA
representative of any incident or circumstance which might constitute a violation of Seller’s
duties under paragraphs 1 and/or 2 above that notification shall be followed within five
days by a written report describing the incident, any corrective actions undertaken in
response to the incident, and any preventative measure instituted to prevent recurrence, if
appropriate.
31. ANTI-KICKBACK
The statute entitled “Anti-Kickback Act of 1986” (41 USC 51-58) is incorporated herein by
reference:
a. a. By its acceptance of this purchase order or subcontract, Seller warrants and
represents to Purchaser that neither Seller nor any lower-tier subcontractor of Seller nor
any person acting on behalf of any of them has engaged nor will engage in conduct
prohibited by Section 3 of the Anti-Kickback Act of 1986 (41 USC 51-58) relating to this
purchase order or subcontract or any lower-tier purchase order or subcontract.
b. b. Purchaser shall have the right to withhold from any sums due Seller under this
purchase order or subcontract if so directed, pursuant to Section 6 of the aforesaid Act or
pursuant to Subparagraph (4) (11) of the Anti-Kickback Procedures Clause, by the
contracting officer or agency cognizant of the applicable prime contract under which this
purchase order or subcontract is awarded. For purpose of this Clause, the definitions of
the terms “subcontractor”, “subcontract” and “person” shall be those set forth in section 2
of the aforesaid Act.
c. c. Seller agrees to incorporate the substance of the Anti-Kickback Procedures Clause
(FAR 52.203-7) in all purchase orders and subcontract.
32. DISPUTES
Pending the final resolution of any dispute involving this purchase order, Seller agrees to proceed
with performance of this purchase order, including the delivery of goods, in accordance with
Purchaser’s instructions.
a. a. Seller shall submit to Purchaser’s authorized Purchasing Representative a written
demand for Purchaser’s final decision regarding the disposition of any dispute between the
parties relating to this order, unless Purchaser on its own initiative has already rendered
such a final decision. Any Purchaser’s final decision shall be expressly identified as such,
shall be in writing and shall be signed by Purchaser’s authorized Purchasing
Representative, except that Purchaser’s failure to render a final decision within ninety (90)
days after receipt of Seller’s demand shall be deemed a final decision adverse to Seller’s
contentions.
b. b. Purchaser’s final decision shall be conclusive and binding regarding the dispute
unless Seller commences an action to contest such decision within ninety (90) days
following the date of the final decision or within one (1) year following the accrual of the
cause of action, whichever is later.
c. c. Seller shall cooperate fully with Purchaser in seeking a resolution of any dispute
involving this purchase order under the disputes procedures set forth in any applicable
Government prime or higher-tier contract. If Purchaser elects to follow such procedures,
Seller shall be bound by the final outcome of the disputes procedure if:
(1) (1) Purchaser has afforded Seller an opportunity to participate in Purchaser’s
conduct of the dispute: or
(2) (2) Purchaser, having decided to discontinue its own processing of the dispute
has afforded Seller an opportunity to take over such processing completely;
provided, however that Seller agrees to inform and notify Purchaser as to status
and outcome of the dispute proceeding.
d. d. Purchaser and Seller shall each bear its own costs of processing any dispute
hereunder.
33. SUBSTANCE ABUSE PREVENTION.
a. a. Subcontractors and any of their Sub-tier parties, who are providing services or
services in conjunction with Detail Parts for Repair or Contract Products for Precision
Aerospace Corporation, shall be required to conform to FAA Regulations, Appendix I of
Part 121 Drug Testing and Appendix J of Part 121 Alcohol Testing. Drug tests shall
conform to at least the same standards as provided by the current version of 49CFR Part
40, Drug Testing.
b. b. Upon Precision Aerospace Corporation’s request, Subcontractor shall provide the
documents needed to verify Subcontractor’s compliance with subparagraph, above, to
include a copy of Subcontractor’s written employee drug testing requirement and a listing
of the employees assigned to work at safety-sensitive functions who have been properly
tested under these provisions.
c. c. Precision Aerospace Corporation will be held harmless for any noncompliance by a
subcontractor or sub-tier party to the requirements stated in the subparagraphs above.
SECTION II SPECIAL PROVISIONS OF PURCHASER – GOVERNMENT CONTRACTS
Seller agrees that in performance hereunder, Seller shall comply with all Federal, State, and Local Laws,
rules and regulations.
a. a. When indicated on the face of the purchase order that this order is issued under a
U.S. Government Prime Contract or Subcontract thereunder, the text of the Federal
Acquisition Regulation (FAR) clauses identified on the face of the Purchase Order in effect
as the date of the identified Government contract are incorporated in this Order by this
reference and made a part hereof.
b. b. Wherever necessary to make the context of the clauses set forth below applicable to
this purchase order the term “Contractor” shall mean Seller, the term “Contract” shall mean
this purchase order and the terms “Government”, “Contracting Officer” and equivalent
phrases shall mean Purchaser unless the context clearly requires otherwise.
c. c. In the event that a conflict may exist between the General Condition of purchase set
forth above and the additional procurement regulations referenced below, the latter shall
prevail; provided however, that if a provision of the FAR includes a requirement for the
settlement of disputes between the parties in accordance with the Government “Disputes”
clause, such disputes shall instead be disposed of in accordance with the General
condition hereof titled “Disputes”.
d. d. d. Seller shall control the disclosure of and access to technical data, information and
other items received under this Purchase Order in accordance with U.S. export control
laws and regulations, including but not limited to the ITAR. Seller agrees that no technical
data, information or other items provided by the Buyer in connection with this Purchase
Order shall be provided to any foreign persons or to a foreign entity, including without
limitation, a foreign subsidiary of Seller, without the express written authorization of the
Buyer and the Seller’s obtaining of the appropriate export license, technical assistance
agreement or other requisite documentation for the ITAR-controlled technical data or
items. It shall be the sole responsibility of the Seller to determine whether the information
provided by Buyer is technical data as outlined in the ITAR (22 CFR 120-130) prior to any
release to a third party abiding by the terms outlined herein. Seller shall indemnify Buyer
for all liabilities penalties, losses, damages, costs or expenses that may be imposed on or
incurred by Buyer in connection with any violations of such laws and regulations by Seller.