TC-001 from - April 2011

TC-001 from - April 2011
GENERAL TERMS AND CONDITIONS OF PURCHASE
TC-001 (04/11)
1.
Acceptance of Purchase Order
Agreement by Seller to furnish the materials, and products (“goods”) or services, including the products resulting from services hereby
ordered, or its commencement of such performance, or acceptance of any payment, shall constitute Seller’s unqualified acceptance of
this Purchase Order subject to these terms and conditions. In the event that this Purchase Order does not state price or delivery, Buyer
will not be bound to any prices or delivery to which it has not specifically agreed in writing. Any terms or conditions proposed by Seller
inconsistent with or in addition to the terms and conditions herein contained shall be void and of no effect unless specifically agreed to
by Buyer in writing. Modifications hereof or additions hereto, to be effective, must be made in writing and be signed by Buyer’s
purchasing representative. These terms and conditions, together with any referenced exhibits, attachments or other documents,
constitute the entire agreement between the Parties with respect to the subject matter of this Purchase Order; and supersede any prior
or contemporaneous written or oral agreements pertaining thereto.
2.
Shipping Instructions
(a) Seller shall be responsible for ensuring the proper packaging of goods hereunder. No charges will be allowed for packing, crating,
freight, local cartage, and/or any other services unless so specified in this Purchase Order.
(b) Seller shall at all times comply with Buyer’s written shipping instructions. Unless otherwise directed, all items shipped on the same
day from and to a single location must be consolidated on one bill of lading or airbill, as appropriate. Seller shall submit all required
shipping papers to Buyer prior to final payment. For goods purchased F.O.B. origin, Seller shall not insure and not declare a value
except when transportation rates are based on “released value,” in which instance Seller shall annotate on the bill of lading the
lowest released value provided in applicable tariffs.
(c) Purchase Order number(s) must appear on all correspondence, shipping labels, and shipping documents, including all packing
sheets, bills of lading, airbills, and invoices.
3.
Delivery; Notice of Delay
(a) Time is of the essence and failure to deliver in accordance with the delivery schedule under this Purchase Order, if unexcused,
shall be considered a material breach of this Purchase Order. No acts of Buyer, including without limitation modifications of this
Purchase Order or acceptance of late deliveries, shall constitute waiver of this provision. Buyer also reserves the right to refuse or
return at Seller’s risk and expense shipments made in excess of this Purchase Order or in advance of required schedules, or to
defer payment on advance deliveries until scheduled delivery dates.
(b) Seller shall notify Buyer in writing immediately of any actual or potential delay to the performance of this Purchase Order. Such
notice shall include a proposed revised schedule but such notice and proposal or Buyer’s receipt or acceptance thereof shall not
constitute a waiver to Buyer’s rights and remedies hereunder.
4.
Termination for Convenience
(a) Buyer may, by written notice, terminate this Purchase Order for convenience and without cause, in whole or in part, at any time,
and such termination shall not constitute default. In the event of partial termination, Seller is not excused from performance of the
non-terminated balance of work under the Purchase Order.
(b) In the event of termination for convenience by Buyer, Seller shall be reimbursed for actual, reasonable, substantiated and allocable
costs, plus a reasonable profit for work performed to date of termination. Any termination settlement proposal shall be submitted to
Buyer promptly, but no later than ninety (90) days from the effective date of the termination. In no event shall the amount of any
settlement be in excess of the Purchase Order value. Buyer may take immediate possession of all goods, complete or incomplete,
and all products resulting from services upon written notice of termination to Seller.
5.
Termination for Default
(a) Buyer may, by notice in writing, terminate this Purchase Order in whole or in part at any time for (i) breach of any one or more of its
terms, (ii) failure to deliver goods or services within the time specified by this Purchase Order or any written extension, (iii) failure
to make progress so as to endanger performance of this Purchase Order, or (iv) failure to provide adequate assurance of future
performance. Buyer may also terminate this Purchase Order in whole or in part in the event of Seller’s suspension of business,
insolvency, appointment of a receiver for Seller’s property or business, or any assignment, reorganization or arrangement by Seller
for the benefit of its creditors. In the event of partial termination, Seller is not excused from performance of the non-terminated
balance of work under the Purchase Order.
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TC-001 (04/11) (continued)
(b) In the event of Seller’s default hereunder, Buyer may exercise any or all rights and remedies accruing to it, both at law, including
without limitation, those set forth in Article 2 of the Uniform Commercial Code, or in equity. In addition, in the event Buyer
terminates for default all or any part of this Purchase Order, Seller shall be liable for Buyer’s re-procurement costs.
(c) If this Purchase Order is terminated for default, Buyer may require Seller to transfer title to, and deliver to Buyer, as directed by
Buyer, any (1) completed supplies, and (2) partially completed supplies and materials, parts, tools, dies, jigs, fixtures, plans,
drawings, information, and contract rights (collectively referred to as “manufacturing materials” in this Section) that Seller has
specifically produced or acquired for the terminated portion of this Purchase Order. Upon direction of Buyer, Seller shall also
protect and preserve property in its possession in which Buyer has an interest.
6.
Force Majeure
Except for a default of Seller’s subcontractor at any tier, neither Buyer nor Seller shall be liable for any failure to perform due to any
cause beyond their reasonable control and without their fault or negligence. Such causes include, but are not limited to, acts of God or
of the public enemy, acts of the government in its sovereign or contractual capacity, fires, floods, epidemics, terrorism, quarantine
restrictions, strikes, freight embargoes, and unusually severe weather. In the event that performance of this Purchase Order is hindered,
delayed or adversely affected by causes of the type described above (“Force Majeure”), then the Party whose performance is so affected
shall so notify the other Party’s authorized representative in writing and, at Buyer’s option, this Purchase Order shall be completed with
such adjustments to delivery schedule as are reasonably required by the existence of Force Majeure or this Purchase Order may be
terminated for convenience pursuant to Section 4.
7.
Disputes and Governing Law
(a) Any controversy or claim that may arise out of or in connection with this Purchase Order that after good faith negotiations cannot
be resolved to both Parties’ satisfaction may be resolved by submitting the claim to a court of competent jurisdiction.
(b) Pending resolution or settlement of any dispute arising under this Purchase Order, Seller will proceed diligently as directed by
Buyer with the performance of this Purchase Order. Irrespective of the place of performance, this Purchase Order shall be
governed and construed in accordance with the laws of the State within the United States from which this Purchase Order is issued
by Buyer, without regard to its conflicts of laws provisions, except that any provision in this Purchase Order 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 quasijudicial agencies of the United States Government. The
provisions of the “United Nations Convention on Contracts for International Sale of Goods” shall not apply to this Purchase Order,
including any amendments or changes to this Purchase Order.
8.
Remedies
(a) Except as otherwise provided herein, the rights and remedies of both Parties hereunder shall be in addition to their rights and
remedies at law or in equity. Failure of either Party to enforce any of its rights shall not constitute a waiver of such rights or of any
other rights and shall not be construed as a waiver or relinquishment of any such provisions, rights or remedies; rather, the same
shall remain in full force and effect.
(b) Buyer shall be entitled at all times to set off any amount owing at any time from Seller or any of its affiliated companies to Buyer,
against any amount payable at any time by Buyer or any of its affiliated companies to Seller.
9.
Proprietary Rights
(a) Unless otherwise expressly agreed in a contemporaneous or subsequent writing to the contrary or otherwise expressly set forth in
this Purchase Order and subject to Paragraph 9(d) below, all specifications, information, data, drawings, software and other items
supplied to Buyer by Seller shall be disclosed to Buyer on a non-proprietary basis and may be used and/or disclosed by Buyer
without restriction.
(b) Unless otherwise expressly agreed in a contemporaneous or subsequent writing to the contrary or otherwise expressly set forth in
this Purchase Order and subject to Paragraph 9(d) below, all specifications, information, data, drawings, software and other items
which are (i) supplied to Seller by Buyer or (ii) obtained or developed by Seller in the performance of this Purchase Order or paid for
by Buyer shall be proprietary to Buyer, shall be used only for purposes of providing goods or services to Buyer pursuant to this
Purchase Order, and shall not be disclosed to any third party without Buyer’s express written consent. All such items supplied by
Buyer or obtained by Seller in performance of this Purchase Order or paid for by Buyer shall be promptly provided to Buyer on
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TC-001 (04/11) (continued)
request or upon completion of this Purchase Order.
(c) Unless otherwise expressly agreed in a contemporaneous or subsequent writing to the contrary or otherwise expressly set forth in
this Purchase Order and subject to Paragraph 9(d) below, any invention or intellectual property first made or conceived by Seller in
the performance of this Purchase Order or which is derived from or based on the use of information supplied by Buyer shall be
considered to be the property of Buyer; and Seller shall execute such documents necessary to perfect Buyer’s title thereto. Unless
otherwise expressly agreed in a contemporaneous or subsequent writing to the contrary or otherwise expressly set forth in this
Purchase Order and subject to Paragraph 9(d) below, any work performed pursuant to this Purchase Order which includes any
copyright interest shall be considered a “work made for hire”. Subject to Paragraph 9(d) below, to the extent any of such works do
not qualify as a “work made for hire”, Seller hereby assigns to Buyer all its intellectual property rights, including its copyright rights,
in such works effective immediately upon creation of such works, including when they are first fixed in a tangible medium.
(d) Applicable U.S. Government Procurement Regulations incorporated into this Purchase Order shall, when applicable, take
precedence over any conflicting provision of this Section 9 to the extent that such Regulations so require. The incorporation by
reference of such U.S. Government Regulations dealing with subcontractors rights in Technical Data, subject inventions, copyrights,
software and similar intellectual property are not intended to, and shall not, unless otherwise required by applicable law, obviate or
modify any greater rights which Seller may have previously granted to Buyer pursuant to prior agreements between the Parties.
10. Buyer’s Property
(a) All drawings, tools, jigs, dies, fixtures, materials, and other property supplied or paid for by Buyer shall be and remain the property
of Buyer; and if Seller fails to return such property upon Buyer’s demand, Buyer shall have the right, upon reasonable notice, to enter
Seller’s premises and remove any such property at any time without being liable for trespass or damages of any sort.
(b) All such items shall be used only in the performance of work under this Purchase Order unless Buyer consents otherwise in writing.
(c) Goods made in accordance with Buyer’s specifications and drawings shall not be furnished or quoted by Seller to any other person
or concern without Buyer’s prior written consent.
(d) Seller shall have the obligation to maintain any and all property furnished by Buyer to Seller and all property to which Buyer
acquires an interest by this Purchase Order and shall be responsible for all loss or damage to said property except for normal wear
and tear.
(e) Upon request, Seller shall provide Buyer with adequate proof of insurance against such risk of loss or damage.
(f)
Seller shall clearly mark, maintain in inventory, and keep segregated or identifiable all of Buyer’s property.
11. Release of Information
Seller shall not publish, distribute, or use any information developed under or about the existence of this Purchase Order, or use the
Raytheon Company name (or the name of any division, affiliate or subsidiary thereof), logo, trademark, service mark, or trade dress for the
purpose of advertising, making a news release, creating a business reference, creating a website content or for goods or service
endorsement without prior written approval of Buyer.
12. Order of Precedence
(a) In the event of any inconsistency or conflict between or among the provisions of this Purchase Order, such inconsistency or conflict
shall, subject to Section 9(d) above, be resolved by the following descending order of preference: 1. Order-specific provisions
provided in full text on the Purchase Order as additions to the pre-printed terms; 2. Documents incorporated by reference on the
Purchase Order which apply to the Purchase Order as a whole and not to a specific line item therein; 3. These General Terms and
Conditions of Purchase and Supplements thereto; 4. Statement of Work; and 5. Specifications attached hereto or incorporated by
reference (see Paragraph 12(b) below).
(b)
Buyer’s specifications, including but not limited to Raytheon Quality Notes (see http://qnotes.raytheon.com/), shall prevail over
those of the United States Government, and both of the foregoing shall prevail over specifications of Seller. In the event of conflict
between specifications, drawings, samples, designated type, part number, or catalog description, the specifications shall govern
over drawings, drawings over samples, whether or not approved by Buyer, and samples over designated type, part number, or
catalog description. In cases of ambiguity in the specifications, drawings, or other requirements of this Purchase Order, Seller
must, before proceeding, consult Buyer, whose written interpretation shall be final.
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TC-001 (04/11) (continued)
13. Warranty
(a) Seller warrants the goods delivered pursuant to this Purchase Order, unless specifically stated otherwise in this Purchase Order,
shall (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; (iv) contain only authentic, unaltered OEM labels
and other markings; and (v) be free from defects in workmanship, materials, and design and be in accordance with all the
requirements of this Purchase Order. Seller further warrants that the performance of work and services shall conform with the
requirements of this Purchase Order and to high professional standards. These warranties shall survive inspection, test, final
acceptance and payment of goods and services.
(b) For purposes of this Section 13 Warranty, a Counterfeit Item is defined to include, but is not limited to, (i) an item that is an illegal or
unauthorized copy or substitute of an Original Equipment Manufacturer (OEM) item; (ii) an item that does not contain the proper
external or internal materials or components required by the OEM or that is not constructed in accordance with OEM design; (iii) an
item or component thereof that is used, refurbished or reclaimed but Seller represents as being a new item; (iv) an item that has
not successfully passed all OEM required testing, verification, screening and quality control but that Seller represents as having
met or passed such requirements; or (v) an item with a label or other marking intended, or reasonably likely, to mislead a
reasonable person into believing a non-OEM item is a genuine OEM item when it is not.
(c) Seller warrants that any hardware, software and firmware goods delivered under this Purchase Order: (i) shall not contain any
viruses, malicious code, Trojan horse, worm, time bomb, self-help code, back door, or other software code or routine designed to:
(a) damage, destroy or alter any software or hardware; (b) reveal, damage, destroy, or alter any data; (c) disable any computer
program automatically; or (d) permit unauthorized access to any software or hardware; (ii) shall not contain any third party software
(including software that may be considered free software or open source software) that (a) may require any software to be
published, accessed or otherwise made available without the consent of Buyer, or (b) may require distribution, copying or
modification of any software free of charge; and (iii) shall not infringe any patent, copyright, trademark, or other proprietary right of
any third party or misappropriate any trade secret of any third party.
(d) This warranty entitlement shall inure to the benefit of both Buyer and Buyer’s customers. As used in this Purchase Order, Buyer’s
customer(s) shall include its direct and indirect customers such as direct sale end-users, higher-tier subcontractors, prime
contractors and the ultimate user under relevant prime contract(s).
(e) Seller shall be liable for and save Buyer harmless from any loss, damage, or expense whatsoever that Buyer may suffer from
breach of any of these warranties. Remedies shall be at Buyer’s election, including the prompt repair, replacement or
reimbursement of the purchase price of nonconforming goods and, in the case of services either the prompt correction of the
defective services at no cost or reimbursement of the amounts paid for such services. Return to Seller of defective or
nonconforming goods and redelivery to Buyer of repaired or replaced goods shall be at Seller’s expense. Goods or services
required to be corrected, repaired or replaced shall be subject to this Section and the Inspection Section of this Purchase Order in
the same manner and to the same extent as goods or services originally delivered under this Purchase Order, but only as to the
repaired or replaced goods or parts thereof or the corrected service thereof. Seller shall promptly comply with Buyer’s direction to
(i) repair, rework or replace the goods, (ii) furnish any material or parts and installation required to successfully correct the defect or
nonconformance or (iii) successfully correct the defective or nonconforming service.
14. Inspection
(a) All goods and services shall be subject to inspection and test at all reasonable times and places by Buyer or Buyer’s customer
before, during and after performance and delivery. Buyer may require Seller to repair, replace or reimburse the purchase price of
rejected goods or Buyer may accept any goods and upon discovery of nonconformance, may reject or keep and rework any such
goods not so conforming. Cost of repair, rework, replacement, inspection, transportation, repackaging, and/or reinspection by
Buyer shall be at Seller’s expense. Buyer’s acceptance of goods or services shall not be deemed to diminish Buyer’s rights or be
final or binding on Buyer if latent defects, fraud, or misrepresentation on the part of Seller exists.
(b) If inspection and test are made on the premises of Seller or Seller’s lower-tier subcontractors, Seller shall furnish without additional
charge all reasonable facilities, information and assistance necessary for the safe and convenient inspection and tests required by
the inspectors in the performance of their duty. The foregoing provisions of this Section are supplementary to and not in lieu of the
provisions of Paragraph 14 (a) above.
(c) Neither Buyer’s inspection nor any Buyer failure to inspect shall relieve Seller of any responsibility to perform according to the
terms of this Purchase Order.
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TC-001 (04/11) (continued)
15. Changes
(a) Buyer shall have the right by written notice to suspend or stop work or to make changes from time to time in the services to be
rendered or the goods to be furnished by Seller hereunder or the delivery schedule. If such suspension, stoppage or changes
cause an increase or decrease in the cost of performance of this Purchase Order or in the time required for its performance, an
equitable adjustment shall be negotiated promptly and the Purchase Order shall be modified in writing accordingly. Any claim by
Seller for adjustment under this Paragraph 15(a) must be asserted in writing within twenty (20) days from the date of receipt by
Seller of notification of the change or suspension and shall be followed as soon as practicable with specification of the amount
claimed and supporting cost figures. However, nothing herein shall excuse Seller from proceeding with this Purchase Order as
changed pending resolution of the claim.
(b) Information, advice, approvals or instructions given by Buyer’s technical personnel or other representatives shall be deemed
expressions of personal opinion only and shall not affect Buyer’s and Seller’s rights and obligations hereunder unless set forth in a
writing which is signed by Buyer’s purchasing representative and which states it constitutes an amendment or change to this
Purchase Order.
16. Infringement
Seller warrants that all goods and services (for purposes of this Section 16 hereinafter “items”), provided by Seller pursuant to this
Purchase Order, which are not of Buyer’s design, shall be free from claims of infringement (including misappropriation) of third party
intellectual property rights and that any use or sale of such items by Buyer or any of Buyer’s customers shall be free from any claims of
infringement. Seller shall indemnify and save Buyer, and its customers harmless from any and all expenses, liability, and loss of any
kind (including all costs and expenses including attorneys’ fees) arising out of claims, suits, or actions alleging such infringement, which
claims, suits, or actions Seller, hereby, agrees to defend, at Seller’s expense, if requested to do so by Buyer. Seller may replace or modify
infringing items with comparable items acceptable to Buyer of substantially the same form, fit, and function so as to remove the source of
infringement, and Seller’s obligations under this Purchase Order including those contained in Section 13 and in this Section 16 shall
apply to the replacement and modified items. If the use or sale of any of the above items is enjoined as a result of such claim, suit or
action, Seller, at no expense to Buyer, shall obtain for Buyer and its customers the right to use and sell said item.
17. Taxes
Unless this Purchase Order specifies otherwise, the price of this Purchase Order includes, and Seller is liable for and shall pay, all
taxes, impositions, charges, customs duties or tariffs and exactions imposed on or measured by this Purchase Order except for
applicable sales and use taxes that are separately stated on Seller’s invoice. Prices shall not include any taxes, impositions, charges or
exactions for which Buyer has furnished a valid exemption certificate or other evidence of exemption. To the extent that Buyer is
required to do so under applicable law or tax regulations, Buyer may deduct from any payments due to Seller pursuant to this
Purchase Order such taxes as Buyer is required to withhold from such payments and pay such taxes to the relevant tax authorities;
provided, however, that Buyer provides Seller with relevant tax receipts or other suitable documentation evidencing the payment of
such taxes promptly after such taxes are paid.
18. Assignments, Subcontracting, and Organizational Changes
(a) Seller may not assign any rights, delegate any of its obligations due or to become due under this Purchase Order, or subcontract
all or substantially all of its obligations under this Purchase Order, without the prior written consent of Buyer. Any purported
assignment, delegation, or subcontracting by Seller without such consent shall be void. Buyer may assign this Purchase Order to
(i) any affiliated company, (ii) any successor in interest, or (iii) Buyer’s customer.
(b) Seller shall promptly notify Buyer in writing of any organizational changes made by Seller, including name or ownership changes,
mergers or acquisitions.
19. Compliance with Law
(a) Seller warrants that the goods to be furnished and the services to be rendered under this Purchase Order shall be manufactured,
sold, used and rendered in compliance with all relevant federal, state, local law, orders, rules, ordinances, and regulations,
including but not limited to the Foreign Corrupt Practices Act, 15 U.S.C. § 78 et seq. (the “FCPA”) and all laws and regulations of
Seller’s place of performance, and in compliance with applicable international prohibitions on child labor. Seller certifies that with
respect to the production of the goods and/or the performance of the services covered by this Purchase Order, it has fully complied
with Sections 6, 7, 12, and 15 of the Fair Labor Standards Act of 1938, as amended, and of regulations and orders of the United
States Department of Labor under Section 14 thereof, if applicable.
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TC-001 (04/11) (continued)
(b) Seller warrants that all goods delivered under this Purchase Order are in conformance with the latest OSHA requirements.
(c) Seller warrants that in the performance of this Purchase Order, it will comply with all applicable U.S. Department of Transportation
regulations on hazardous materials and any other pertinent federal, state, or local statutes, laws, rules, or regulations; and Seller
further agrees to save Buyer harmless from any loss, damage, fine, penalty, or expense whatsoever that Buyer may suffer as a
result of Seller’s failure to comply with this warranty. The foregoing is in addition to and not in mitigation of any other requirements
of this Purchase Order.
(d) Seller warrants that it has complied with the Anti-Kickback Act of 1986 and has not offered or given and will not offer or give to any
employee, agent, or representative of Buyer any gratuity or any kickback within the meaning of the Anti-Kickback Act of 1986. Any
breach of this warranty shall be a material breach of each and every contract between Buyer and Seller.
(e) For orders placed in support of and charged to a U.S. Government Prime Contract or subcontract thereunder procuring an item
meeting the Federal Acquisition Regulation (FAR) definition of a commercial item, the following clauses set forth in the FAR or the
Defense Federal Acquisition Regulation Supplement (DFARS) in effect as of the date of said prime contract are incorporated
herein by reference. In all clauses listed herein the terms "Government" and "Contractor" shall be revised to identify properly the
contracting parties under this Purchase Order. In DFARS 252.215-7003, the term “Offeror” shall mean Seller. Seller shall include
the terms of this Section, including this Paragraph 19(e) in all purchase orders or subcontracts awarded under this Purchase Order.
The DFARS clauses set forth in Paragraph 19(e) (16) through Paragraph 19(e) (31) below are applicable only to Purchase Orders
issued under DoD contracts.
1.
52.203-13 “Contractor Code of Business Ethics and Conduct” (This clause is applicable to Purchase Orders (i) that have a value
more than $5,000,000; and (ii) that have a performance period of more than 120 days. (In Paragraph (b)(3)(i), the meaning of
“agency office of the Inspector General” and “Contracting Officer” does not change, in Paragraph (b)(3)(ii) the meaning of
“Government” does not change, and in Paragraphs (b)(3)(iii) and (c)(2)(ii)(F), the meaning of “OIG of the ordering agency”, “IG of
the agency” “agency OIG” and “Contracting Officer” do not change.)
2.
52.204-10 “Reporting Executive Compensation and First-Tier Subcontract Awards” (Applicable to first-tier Purchase Orders of
$25,000 or more, except Purchase Orders with Sellers which are exempt under Paragraph (d)(2). “Contractor” shall mean the
Buyer in Paragraph (c). Seller shall report to Buyer the information required by Paragraph (c)(1) and the executive compensation
information required by Paragraph (c)(3), unless Seller is exempt thereunder.)
3.
52.209-6 “Protecting the Government’s Interest When Subcontracting With Contractors Debarred, Suspended, or Proposed for
Debarment” (This Clause is not applicable to Purchase Orders that are: (i) $30,000 or less; (ii) for the acquisition of a
commercially available off-the-shelf item; or (iii) issued under contracts for the acquisition of commercial items.)
4.
52.215-22 “Limitations on Pass-Through Charges – Identification of Subcontract Effort” (excluding Paragraph (c)(1), which is
deleted from this provision) (Applicable to solicitations for cost – reimbursement Purchase Orders that exceed the simplified
acquisition threshold issued under non-DoD Government solicitations issued after October 13, 2009, and to DoD Solicitations
issued after such date for Purchase Orders that exceed the threshold for obtaining cost or pricing data, except solicitations for
FFP Purchase Orders, FP incentive Purchase Orders, and FP Purchase Orders with economic price adjustment.)
5.
52.215-23 & Alt I “Limitations on Pass – Through Charges” (Include Alternate I if it is Included in the prime contract) (Applicable
to cost – reimbursement Purchase Orders that exceed the simplified acquisition threshold issued under non-DoD Government
contracts awarded after October 13, 2009, and to Purchase Orders that exceed the threshold for obtaining cost or pricing data,
issued under DoD Contracts awarded after October 13, 2009, except FFP Purchase Orders, FP incentive Purchase Orders, and
FP Purchase Orders with economic price adjustment.)
6.
52.219-8 “Utilization of Small Business Concerns”
7.
52.222-26 “Equal Opportunity”
8.
52.222-35 “Equal Opportunity for Veterans”
9.
52.222-36 “Affirmative Action for Workers with Disabilities”
10. 52.222-40 “Notification of Employee Rights Under the National Labor Relations Act” (Applicable to Purchase Orders that
exceed $10,000 and are issued under prime contracts resulting from Solicitations issued after December 12, 2010.)
11. 52.222-50 & Alt 1 “Combating Trafficking in Persons” (Include Alternate 1 if it is in the prime contract)
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TC-001 (04/11) (continued)
12. 52.222-54 “Employment Eligibility Verification” (This clause is applicable to Purchase Orders (i) for construction or commercial or
noncommercial services (except commercial services that are part of a purchase of a COTS item, or an item that would be a
COTS item, but for minor modifications, performed by the COTS provider, and that are normally provided for that COTS item);
(ii) has a value more than $3,000; and (iii) includes work performed in the United States
13. 52.244-6 “Subcontracts for Commercial Items”
15. 52.247-64 “Preference for Privately Owned U.S.-Flag Commercial Vessels”
16. 252.204-7008 “Requirements for Contracts Involving Export-Controlled Items”
17. 252.215-7003 “Excessive Pass-Through Charges – Identification of Subcontract Effort” (APR 2007) (Excluding Paragraph (c) (1)
which is deleted from this provision.) (Applicable to solicitations for Purchase Orders issued under Department of Defense (DoD)
solicitations issued after April 25, 2007 and before May 13, 2008, except solicitations for firm-fixed price (FFP) Purchase Orders
and fixed-price (FP) Purchase Orders with economic price adjustment.)
18. 252.215-7003 “Excessive Pass-Through Charges – Identification of Subcontract Effort” (MAY 2008) (Excluding Paragraph (c) (1)
which is deleted from this provision.) (Applicable to solicitations for Purchase Orders issued under DoD solicitations issued after
May 12, 2008 and before October 14, 2009, except solicitations for FFP Purchase Orders and FP Purchase Orders with
economic price adjustment.)
19. 252.215-7004 “Excessive Pass-Through Charges” (APR 2007) (Applicable to Purchase Orders issued under DoD contracts
entered into after April 25, 2007 and before May 13, 2008, except FFP Purchase Orders and FP Purchase Orders with economic
price adjustment.)
20. 252.215-7004 & Alt I “Excessive Pass-Through Charges” (MAY 2008) (Include Alternate I if it is included in the prime contract)
(Applicable to Purchase Orders under DoD contracts awarded after May 12, 2008, and before October 14, 2009, except FFP
Purchase Orders and FP Purchase Orders with economic price adjustment.)
21. 252.225-7008 “Restriction on Acquisition of Specialty Metals” (Applicable to Purchase Orders for the
delivery of specialty metals as end items.)
22. 252.225-7009 “Restriction on Acquisition of Certain Articles Containing Specialty Metals” (excluding Paragraph (d) which is
deleted from this clause). (This clause applies to Purchase Orders under prime contracts awarded after July 28, 2009).
23. 252.225-7010 “Commercial Derivative Military Article – Specialty Metals Compliance Certificate” (This clause applies to
Purchase Orders under prime contracts awarded after July 28, 2009).
24. 252.225-7014 & Alt I “Preference for Domestic Specialty Metals” and Alternate 1
25. 252.225-7014 (Deviation (Dev.) No. 2006-O0004 & Alt. 1 (Dev. No.2006-O0004) “Preference for Domestic Specialty Metals”
(DEVIATION No.2006-O0004) and Alternate I (DEVIATION No. 2006 O0004) (These deviations apply to Purchase Orders under
prime contracts awarded after November 15, 2006 and before October 26, 2007.)
26. 252.225-7014 (Dev. No. 2007-O00011) & Alt 1 (Dev. No. 2007-O0011) “Preference for Domestic Specialty Metals”
(DEVIATION No. 2007-O0011) and Alternate 1 (DEVIATION No. 2007-O0011) (These deviations apply to Purchase Orders
under prime contracts awarded after October 25, 2007 and before January 29, 2008.)
27. 252.225-7014 (Dev. No. 2008-O0002) & Alt I (Dev. No. 2008-O0002) “Preference for Domestic Specialty Metals” (DEVIATION
No. 2008-O0002) and Alternate 1 (DEVIATION No. 2008-O0002) (These deviations apply to Purchase Orders under prime
contracts awarded after January 28, 2008 and before July 29, 2009.)
28. 252.244-7000 “Subcontracts for Commercial Items and Commercial Components”
29. 252.246-7003 “Notification of Potential Safety Issues”
30. 252.247-7023 “Transportation of Supplies by Sea”
31. 252.247-7024 “Notification of Transportation of Supplies by Sea”
(f)
Seller shall obtain and maintain all registrations, licenses and permits required to perform the work hereunder.
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TC-001 (04/11) (continued)
20. Responsibility and Insurance
Seller shall comply with all the rules and regulations established by Buyer for access to and activities in and around premises controlled
by Buyer or Buyer’s customer. Seller shall be responsible for the actions and failure to act of all parties retained by, through, or under
Seller in connection with the performance of this Purchase Order. Seller shall also maintain, and cause its subcontractors to maintain,
such General Liability, Property Damage, Employer’s Liability, and Workers’ Compensation Insurance, Professional Errors and
Omissions Insurance, and Motor Vehicle Liability (Personal Injury and Property Damage) Insurance as are specified in this Purchase
Order or, if none are specified, such amount as will protect Seller (and its subcontractors) and Buyer from said risks and from any claims
under any applicable Workers’ Compensation, Occupational Disease, and Occupational Safety and Health statutes. Seller shall provide
Buyer with certificates evidencing required insurance upon Buyer’s request.
21. Indemnity Against Claims
(a) Seller shall keep its work and all goods supplied by it hereunder and Buyer premises free and clear of all liens and encumbrances,
including mechanic’s liens, in any way arising from performance of this Purchase Order by Seller or by any of its vendors or
subcontractors. Seller may be required by Buyer to provide a satisfactory release of liens as a condition of final payment.
(b) Seller shall, without limitation, indemnify and save Buyer and its customer(s) and their respective officers, directors, employees and
agents harmless from and against (i) all claims (including claims under Workers’ Compensation or Occupational Disease laws or
other equivalent laws in Seller’s country) and resulting costs, expenses (including attorney fees and costs) and liability which arise
from personal injury, death, or property loss or damage attributed to, or caused by, the goods supplied, or the services performed
by Seller pursuant to this Purchase Order, including, without limitation, latent defects in such goods and/or services, except to the
extent that such injury, death, loss or damage is caused solely and directly by the negligence of Buyer, and (ii) all claims (including
resulting costs, expenses and liability) by the employees of Seller or any of its subcontractors.
22. International Transactions
(a) Payment will be in United States dollars unless otherwise agreed to by specific reference in this Purchase Order.
(b) Seller agrees that Buyer, its subsidiaries, affiliates or its designees may exclusively use the value of the Purchase Order to satisfy
any international offset obligations that Buyer may have with Seller’s country, subject to the offset qualifying laws, rules and
regulations of that country.
23. Export/Import Controls
(a) If Seller is a U.S. company that engages in the business of either manufacturing or exporting defense articles or furnishing defense
services Seller hereby certifies that it has registered with the U.S. Department of State Directorate of Defense Trade Controls and
understands its obligations to comply with International Traffic in Arms Regulations (“ITAR”) and the Export Administration
Regulations (“EAR”).
(b) 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 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 Buyer
and Seller’s obtaining of the appropriate export license, technical assistance agreement or other requisite documentation for ITARcontrolled technical data or items. It shall be the sole responsibility of 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.
(c) Seller shall immediately notify Buyer if it is or becomes listed on any Excluded or Denied Party List of an agency of the U.S.
Government or its export privileges are denied, suspended or revoked.
(d) Should Seller’s goods or services originate from a foreign location, those goods may also be subject to the export control laws and
regulations of the country in which the articles or services originate. Seller agrees to abide by all applicable export control laws and
regulations of that originating country. 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, its officers,
employees, agents, suppliers or subcontractors at any tier. Buyer shall be responsible for complying with any laws or regulations
governing the importation of the articles into the United States of America.
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TC-001 (04/11) (continued)
(e) Buyer may be required to obtain information concerning citizenship or export status of Seller’s personnel. Seller agrees to provide
such information as necessary and certifies the information to be true and correct.
24. Severability
If any provision of this Purchase Order or application thereof is found invalid, illegal or unenforceable by law, the remainder of this Purchase
Order will remain valid, enforceable and in full force and effect, and the Parties will negotiate in good faith to substitute a provision of like
economic intent and effect.
25. Standards of Business Ethics and Conduct
By the acceptance of this Purchase Order, Seller represents that it has not participated in any conduct in connection with this Purchase
Order that violates the Standards of Business Ethics and Conduct of Raytheon Company (available at www.raytheon.com) or,
alternatively, equivalent Business Ethics and Conduct Standards of Seller. If, at any time, Buyer determines that Seller is in violation of
the applicable Standards of Business Ethics and Conduct, Buyer may cancel this Purchase Order upon written notice to Seller and
Buyer shall have no further obligation to Seller.
26. Priority Rating
If so identified, this Purchase Order is a “rated order” certified for national defense use, and Seller shall follow all the requirements of the
Defense Priorities and Allocation System Regulation (15 C.F.R. Part 700).
27. Survivability
Seller’s obligations that by their very nature must survive expiration, termination or completion of this Purchase Order, including but not
limited to obligations under the Termination for Convenience, Termination for Default, Proprietary Rights, Release of Information,
Warranty, Infringement, Compliance with Law, Responsibility and Insurance, Indemnity Against Claims, Export/Import Controls, and
Electronic Transmissions provisions of this Purchase Order, shall survive expiration, termination or completion of this Purchase Order.
28. Electronic Transmissions
(a) The Parties agree that if this Purchase Order is transmitted electronically, neither Party shall contest its validity, or any
acknowledgment thereof, on the basis that this Purchase Order or acknowledgment contains an electronic signature.
(b) Seller shall, at Buyer’s request and Seller’s expense, send and receive business transactions by electronic means using Web-based
technologies. Such Web-based technologies for electronic transmissions may include, but not be limited to: (a) email; (b) the Internet
directly between Buyer and Seller; (c) electronic marketplace or portal (“EXOSTAR”); and (d) Buyer’s current and future electronic data
interchange (“EDI”) systems. When using either EXOSTAR or Buyer’s EDI systems the standard terms and conditions which may be a
part of such systems shall be supplemented by, and superseded to the extent inconsistent with, these General Terms and Conditions of
Purchase.
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