Revised under 100K cj with commerical notation



General Provision

1. INTERPRETATION

The terms and conditions stated in this Contract shall constitute the entire agreement between the Buyer and the Seller, and no modification thereof shall be binding upon the Buyer unless made in writing and signed by its Authorized Procurement Representative. By shipping the supplies, or by acknowledging receipt of this Contract, or by performing the described work, you agree to such terms and conditions. Reference to any form or communication of the Seller shall not be deemed to be an acceptance by the Buyer of any modifications or additions to the terms and conditions herein. Any different or additional terms or conditions in any proposal, acknowledgment form or any document of Seller are hereby objected to and superseded by this Contract. Failure of the Buyer to insist on strict performance of any terms and conditions herein shall not be deemed a waiver of any right or remedy that the Buyer shall have or of any subsequent default thereunder. Any delay or failure by either party (Buyer or Seller) to insist on strict performance of any term of or work under this contract shall not be a waiver of such Party’s right to demand strict compliance in the future. Only a waiver or excuse of waiver in writing signed by the Party claimed to have waived or excused the other party shall be acceptable. This agreement shall be governed by the common law of Maryland relating to written agreements, as well as other statutory provisions, other than UCITA which may apply, and shall be interpreted and enforced as if UCITA had never been adopted in Maryland. The parties further agree that electronic self-help shall not be permitted under this agreement

2. TAXES

(a) Federal Excise taxes imposed by Chapter 32 (Manufacturers) of the Internal Revenue Code shall not be included in any invoice sent to the Buyer. The items covered by this Contract are exempt from such taxes. Upon request, the Buyer will issue an exemption certificate to the Seller.

(b) No State or local taxes on the supplies, materials, or services furnished under this Contract on the sale, purchase, transportation use, or possession thereof shall be included in any invoice rendered the Buyer. Where applicable and upon request, the Buyer will issue to the Seller an exemption certificate.

3. WARRANTY

(a) The Seller warrants that supplies delivered under this Contract, including related services, shall be free from defects in workmanship and materials; shall be merchantable and fit for the particular purpose intended by Buyer; shall comply with the requirements and any drawings or specifications referenced herein; and, where design is Seller’s responsibility, be free from defects in design. These warranties are provided in addition to any other warranties expressed or implied by law; and they shall survive any inspection, acceptance or payment by Buyer. Notice of defect or nonconformance shall be given by the Buyer to the Seller within one year of acceptance of the defective or nonconforming supplies. Within a reasonable time after such notice, the Buyer may either (1) by written notice require the prompt correction or replacement of any supplies or part thereof that do not conform to the requirement of this Contract within the meaning of this General Provisions or (2) retain such supplies whereupon the contract price thereof shall be reduced by an amount equitable under the circumstances and, if applicable, the Seller shall promptly make appropriate reimbursement to Buyer. When return, correction, or replacement is required, the Buyer shall return supplies to the Seller, in which event transportation charges, not exceeding usual charges, from the delivery point to the Seller’s plant and return, and responsibility for such supplies while in transit shall be borne by the Seller. Any supplies or parts thereof corrected or furnished in replacement pursuant to this General Provision shall be subject to the provisions of this clause to the same extent as supplies initially delivered.

(b) The Seller warrants that services delivered under this Contract shall be performed in a good and workmanlike or professional manner. This warranty is in addition to any other warranties expressed or implied by law; and shall survive inspection, acceptance or payment by Buyer. Notice of nonconformance shall be given by the Buyer to the Seller within one year of acceptance of the nonconforming services. Within a reasonable time after such notice, the Buyer may either (1) by written notice require prompt re-performance of the nonconforming services or (2) reduce the contract price by an amount equitable under the circumstances and, if applicable, the Seller shall promptly make appropriate reimbursement to Buyer. Any re-performed services shall be subject to the provisions of this clause to the same extent as when initially delivered.

(c) The rights and remedies provided in this General Provision are in addition to and do not limit any rights afforded the Buyer by any other provision of this Contract.

4. TITLE AND RISK OF LOSS OF SUPPLIES

(a) Unless this Contract specifically provides for earlier passage of title, title to supplies covered by this Contract shall pass to the Buyer upon formal acceptance, regardless of when or where the Buyer takes physical possession.

(b)(1) Unless this Contract specifically provides otherwise, risk of loss of or damage to supplies covered by this Contract shall remain with the Seller until, and shall pass to the Buyer upon: (i) delivery of the supplies to carrier, if transportation is FOB origin; (ii) acceptance by the Buyer or delivery of the supplies to the Buyer at the destination specified in this Contract, whichever is later, if transportation is FOB destination

(2) Notwithstanding (1) above, the risk of loss of or damage to supplies which so fail to conform to this Contract as to give a right of rejection shall remain with the Seller until cure or acceptance, at which time (1) above shall apply.

(c) Not withstanding (b) above, the Seller shall not be liable for loss of or damage to supplies caused by the negligence of officers, agents, or employees of the Buyer acting within the scope of their employment.

5. LIABILITY AND INDEMNIFICATION

To the fullest extent permitted by law, Seller shall be liable for, and indemnify and hold harmless Buyer and Buyer's agents and employees from and against all claims, damages, losses and expenses, including but not limited to attorney's fees, arising out of or resulting from the performance of this Contract or provisions of supplies there under, provided that any such claim, damage, loss or expense which Buyer, Buyer's employees or agents, other Subcontractors or sponsors incurs is caused in whole or in part (a) by any negligent act or omission of Seller; any Subcontractor of Seller; anyone directly or indirectly employed by Seller or its Subcontractors; or anyone for whose acts any of them may be liable, regardless of whether or not it is caused in part by a party indemnified hereunder or (b) by Seller's breach of this contract. Such obligation shall not be construed to negate, abridge, or otherwise reduce any other right or obligation of indemnity which would otherwise exist as to any party described in this Paragraph

6. DEFAULT OF SELLER

Time is of the essence in this Contract. In the event that the Seller shall (a) fail to make suitable progress toward delivering the supplies, or materials or performing the services required by this Contract within the time herein provided or any extension of such time, or (b) fail to perform any other provision of this Contract or so fail to make progress as to endanger timely and proper performance of the same or, fail to perform or conform to the specifications agreed to by the contract parties, the Buyer has the right to immediately terminate the contract, in whole or in part, for default. If during contract performance, the Buyer has cause to believe the Seller is failing to comply with the terms of this contract, Buyer shall notify Seller of same and the Seller shall have a set period of time as defined by the Buyer after notification in which to provide a corrective action plan to the Buyer. Notification may be in person, via telephone, fax, or e-mail to be documented in a letter to the Seller. In any case, if the Seller does not cure such failure within a period defined by the Buyer after receipt of notice from the Buyer to proceed with the corrective plan, the Buyer shall have the right to immediately cancel or terminate this Contract in whole or in part by an in person, telephone, fax, or e-mail notice to be formally documented in a letter to the Seller. In the event of such cancellation or termination, the Buyer shall have the right at its option to require the Seller to transfer title to and deliver to such extent and in such manner as the Buyer may direct any completed or partially completed supplies and any materials acquired for the performance of this Contract. The Buyer shall pay the Seller the Contract price, if separately stated or ascertainable, for any acceptable completed supplies so transferred and delivered. The Buyer shall reimburse the Seller the costs actually incurred by the Seller with respect to any partially completed supplies and materials so transferred and delivered, provided, that if it appears through audit or otherwise that Seller’s cost of performing this Contract in full would have exceeded the contract price herein set forth, then the amount of the Seller’s cost payable by the Buyer for such partially completed supplies and materials shall be reduced by a pro rata share of such excess. The Buyer shall also, in the event of such termination, have the right to procure, on such terms and in such manner as it may deem appropriate, supplies or services similar to those so terminated, and to recover from the Seller or to apply as a set off against any sum then or thereafter due to the Seller the excess costs incurred by it in procuring such similar supplies or services; however, except with respect to the default of lower tier Subcontractors, the Seller shall not be liable for such excess costs where the failure upon which the termination is based has arisen out of causes beyond the control and without the fault or negligence of the Seller, such causes being deemed to include by way of illustration but not limitation, fires, floods, earthquakes, acts of God, strikes and acts of the public enemy. If the failure to perform is caused by the default of a lower tier Subcontractor, and if such default arises out of causes beyond the control of both the Seller and its Subcontractor, and without the fault or negligence of either of them, the Seller shall not be liable for any excess costs for failure to perform, unless the supplies or services to be furnished by the Subcontractor were obtainable from other sources in sufficient time to permit the Seller to meet the required delivery schedule or other performance requirements. The right and remedies of the Buyer provided in this General Provision shall not be exclusive and are in addition to any rights and remedies provide by law or this Contract.

7. CANCELLATION

In addition to the DEFAULT OF SELLER paragraph herein, Buyer may cancel performance of work under this contract in whole or in part, or, from time to time, in part if the Buyer determines such cancellation is in the best interests of the Buyer, the Seller, or both the Buyer and the Seller. Such cancellation shall be done by Buyer notifying the Seller via fax, e-mail and/or a formal documented written notice of cancellation specifying the extent of the cancellation and its effective date. Upon receipt of such notice of cancellation, Seller shall immediately seek to limit its costs by, but not limited to:

a) stop work as specified in the notice;

b) place no further subcontracts or orders, except as necessary to complete the continued portion of the Contract;

c) terminate all applicable subcontracts or orders and cancel or divert applicable commitments covering services that extend beyond the effective date of the notice of cancellation;

d) with approval or ratification to the extent required by the Buyer, settle all outstanding liabilities and cancellation settlement proposals arising from the cancellation of subcontracts or orders;

e) complete performance of the work not canceled;

f) take any action which may be necessary, or which the Buyer may direct, for the protection and preservation of the property related to this contract which is in the possession or control of the Seller;

g) use its best efforts to sell, as directed or authorized by Buyer, any ending inventory other than that retained by Buyer.

After such cancellation notice, the Seller shall submit a final cancellation settlement proposal to Buyer, doing so in sufficient detail as to enable Buyer to determine a fair settlement amount, and doing so not later than sixty (60) days from the effective date of the cancellation unless extended in writing by Buyer. If the Seller fails to submit the cancellation settlement proposal within the time period allowed, the Buyer may determine, on the basis of information available, the amount, if any, due the Seller because of this cancellation notification. Upon a settlement amount being agreed by Buyer and Seller, Buyer shall pay the Seller that amount under such terms as may also be mutually agreed.

8. STOP WORK ORDER

Buyer may, at any time, by written order to the Seller, require Seller to stop all, or any part, of the work under this Contract for a period up to ninety (90) days after the order is delivered to the Seller, and for any further period to which Buyer and Seller may agree. Upon receipt of such order, Seller shall immediately comply with terms and take reasonable steps to minimize the incurrence of costs allocable to the work covered by the order during the period of work stoppage. Within the period specified in the stop-work order, or within such agreed extension thereof, Buyer shall either (a) cancel the stop-work order, or (b) cancel the work covered by the order as provided in the DEFAULT OF SELLER or the CANCELLATION paragraphs herein. If a stop-work order issued under this Contract is canceled or the period of the order or any extension thereof expires, Seller shall resume work. If appropriate, the Buyer shall make an equitable adjustment in the delivery or performance schedule or the contract price, or both the schedule and price. The Seller shall make its request in supportable detail for such equitable adjustment, if any, within thirty (30) days after the end of the period of the work stoppage.

9. CHANGES

The Buyer may at any time, by written order change within the general scope of its Contract in any one or more of the following:

a) drawings, designs, or specifications when the supplies, services or construction to be furnished are to be specially manufactured or performed in accordance with the drawings, designs, or specifications

b) description of services to be performed

c) time, date or place of delivery or performance; or

d) method of shipment or packing

If any such change causes an increase or decrease in the cost of, or the time required for performance of any part of the work under this Contract, whether or not changed by the order, the Buyer shall make an equitable adjustment in the contract price, the delivery or performance schedule, or both the price and the schedule. The Seller must assert its rights to an adjustment under the clause within thirty (30) days from the date of receipt of the written order. Failure to agree to any adjustment is a dispute under the DISPUTES paragraph herein, however, nothing in this paragraph shall excuse the Seller from proceeding with the Contract as changed

10. DISPUTES

Except as otherwise provided in this Contract, any dispute arising under or related to this Contract shall be resolved, to the maximum possible extent, through negotiation and settlement between the parties. Failing settlement, despite good faith efforts by both parties, any such unresolved dispute may be decided by a court of competent jurisdiction. Pending final resolution of any dispute, Seller shall proceed diligently with performance of this contract according to Buyer’s direction.

11. CASH DISCOUNTS FOR PAYMENT TERMS

All discount periods shall commence on the date of receipt by the Buyer of the supplies, materials and/or services or the receipt of any invoice therefor, whichever date is later.

12. ASSIGNMENT

This Contract or moneys payable thereunder shall not be assigned in whole or in part without the Buyer’s permission.

13. RELEASE OF SECURITY INTEREST

All supplies, materials or items delivered and all labor performed under this Contract shall be free of all security interests, liens or encumbrances and, if the Buyer requests, a proper release of all security interests, liens or encumbrances, or other satisfactory evidence of freedom from security interest, liens or encumbrances will be delivered to the Buyer.

14. EXPORT / IMPORT CONTROLS

In the event this contract involves exporting or importing of any hardware, technical data, or software, or provision of technical assistance, to any foreign country or non- U.S. citizen, the Seller is responsible for obtaining any licenses or other approvals required by all applicable U. S. or foreign laws and regulations.

15. ACCEPTANCE

This Contract must be accepted by the Seller by execution and return of the Acceptance Copy to the Buyer. The Seller shall confirm any shipping date(s) agreed to between Buyer and Seller on said Acceptance Copy; if not previously agreed, Seller shall insert promised shipping date(s) on said copy. Execution by the Seller of the Acceptance Copy or any delivery by the Seller of the goods or services ordered herein shall constitute the agreement by the Seller to all of the General Provisions set forth herein.

16. INVOICING

The Seller shall submit a proper invoice to the designated billing office specified in this Contract not more than 30 days after delivery of goods and/or services (unless otherwise specified in the Contract or otherwise negotiated with a duly authorized procurement representative.) However, under no circumstances shall an invoice be considered for payment, if received later than 12 months after delivery of goods and/or services.

17. ADVERTISING RELEASE OF INFORMATION

The Seller shall not, without first obtaining the written permission of the Buyer, in a manner advertise or publish the fact that the Seller has furnished or contracted to furnish to the Buyer the goods or services called for under this order.

18. EQUAL OPPORTUNITY

The clause listed below as references to the Title 41 in the Code of Federal Regulations (CFR) is incorporated herein and made a part hereof by this reference. Copies of the CFR may be obtained from the Superintendent of Documents, U.S. Government Printing Office, Washington, D.C. 20402-9325. Also, the full text of a clause may be accessed electronically at:

(41 CFR. 60-300.5) This Seller and Subcontractor shall abide by the requirements of 41 CFR 60-741.5(a) and 41 CFR 60-300.5(a). These regulations prohibit discrimination against qualified individuals on the basis of disability or protected veteran status, and require affirmative action covered prime contractors and Subcontractors to employ and advance in employment qualified individuals with disabilities and qualified protected veterans.

Prime contains

Duty Free Clause

Executive Compensation

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