Terms and Conditions
General Terms & Conditions
If Purchase Order Relates to Products
If Purchase Order Relates to Construction
If Purchase Order Relates to Manufacturing
If Purchase Order Relates to Federal Goverment
GENERAL TERMS & CONDITIONS
Vendor agrees to the following terms and conditions.
1. General
The word “Purchaser” as used herein shall refer to the entity identified by the Tax ID on the Purchase Order. “Vendor” means the individual, partnership, corporation, or other entity to which the Purchase Order is issued.
2. Acceptance of Terms and Conditions
Vendor agrees to the following Purchase Order (“PO”) terms and conditions.
3. Additional Documents
All specifications, drawings notes, instruction, notices and technical data referred to in the PO are incorporated herein.
4. Change of Scope
The Products, Scope of Work (“SOW”) or Services set forth in the PO may only be changed by a writing executed by both parties hereto with the exception that the designated Company Project Manager and the Vendor point of contact may agree in writing (an e-mail is sufficient) to alter the Schedule set forth in the SOW. In addition to the price set forth in the PO, Purchaser shall bill Vendor for any time spent on out-of-scope services at either the standard or Off-Hours hourly rate, whichever is applicable.
5. Pricing and Payment
Pricing shall be as set forth in the PO. If no terms are specified, the net amount shall be payable within thirty (30) days after the later of (i) the date material is received by the Purchaser, or the services are completed and (ii) the date of receipt by Purchaser of an invoice.
6. Invoices
Remit invoice to email address listed on purchase order.
7. Taxes
Vendor shall pay for all taxes imposed in conjunction with performance of the PO. Unless otherwise agreed to by the Parties in writing.
8. Import Export
Vendor shall be responsible for compliance with any and all import and export taxes, fees, laws and regulations.
9. Term and Termination.
Purchaser may terminate the PO immediately upon written notice. Unless otherwise agreed to by the parties in writing.
10. Intellectual Property
Purchaser, on behalf of itself and its suppliers, reserves all intellectual property and other proprietary rights in and to (i) all designs, engineering details, and other data pertaining to its services and to the hardware and software products delivered or disclosed under this PO between Company and Vendor, (ii) all original works, computer programs, fixes, updates (but not Vendor developed programs), discoveries, inventions, patents, know-how and techniques arising out of work done wholly or in part by Purchaser or its subcontractors in connection with this PO, and (iii) any and all products developed as a result of such work. The performance by Purchaser under the PO shall not be deemed a work-for-hire but shall instead be subject to this Section.
11. Limitation of Liability
In performance of the PO, except for damages resulting from its fraud or gross negligence, Purchaser will in no event be liable for: (i) any indirect, special, punitive, incidental or consequential damages, however caused and whether or not advised in advance of the possibility of such damages; (ii) damages for lost profits or lost data; or (iii) cost of procurement of substitute goods, equipment or services. Except for liability resulting from its fraud or gross negligence, Purchaser’s entire liability arising from or relating to the PO shall be limited to the amount paid to Vendor pursuant to the PO. Direct Damages will be capped at the value of this PO.
12. Notices
Any notices required hereunder shall be sent by first class mail or e-mail to the Vendor point of contact or:
Attn: Contracts
4501 Singer Court, Suite 300
Chantilly, VA 20151
contracts@copperriverss.com
13. Severability/Governing Law
If any provision of the SOW or these terms and conditions is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the remaining provisions will remain in full force and effect. The PO shall be governed by the laws of the Commonwealth of Virginia, without giving effect to its choice of law principles. Any and all disputes and controversies arising from this PO shall be subject to the exclusive jurisdiction of the state and federal courts located in the Commonwealth of Virginia, and the parties hereto consent to jurisdiction and venue in said courts. Any conflicting Vendor terms, however provided, are deemed material and hereby objected to.
14. Force Majeure
Except with respect to payment, neither party shall be liable to the other party for failure to perform due to circumstances beyond its reasonable control.
15. Order of Precedence
These terms and conditions will control over any conflicting terms in Vendor’s quote or proposal. The SOW and the appendixes thereto set out the entire and complete agreement concerning the provision of services by Company to Vendor, and supersede all prior written or oral agreements and all other communications between Vendor and Purchaser concerning the services. If there is an existing licensing, reseller, or other such agreement in place before the issuance of the PO, the terms and conditions in the previously established agreement will govern any conflicting terms in this PO.
16. Independent Contractor
Nothing in this Agreement shall be construed to imply that Vendor is an agent, employee, or other representative of Purchaser, nor shall Vendor make any representations to the contrary.
17. Confidentiality
At all times during and subsequent to the term of this Agreement, Vendor agrees to keep in strictest confidence and trust all Confidential Information and to take all reasonable precautions to protect against its disclosure or misuse. Without prior written consent of Company, Seller will neither use nor disclose any Confidential Information.
18. Assignment
Unless specifically agreed to in writing by Purchaser, Vendor is not permitted to assign any part or the whole of the PO unless authorized in writing from Purchaser whose approval shall not be unreasonably withheld.
19. Compliance with Laws
All parties hereto agree to adhere at all times with all applicable Federal, state and local laws and regulations. Vendor agrees to be subject to the same terms and conditions that the end-user or applicable law imposes on Purchaser.
20. Reseller and Partner Agreements
IF PURCHASE ORDER RELATES TO PRODUCTS
the follow terms apply:
1. Warranty
Vendor warrants that the goods furnished under the PO will (i) be free from defects in material, workmanship, and design, (ii) will operate without error and conform to the applicable PO, (iii) will be merchantable and be for the intended use identified or reasonably inferred from all circumstances, and (iv) be free and clear of all liens, claims, and encumbrances and other restrictions.
2. Invoices
Any and all tracking information, packing slips, and proof of deliveries must be submitted with an invoice in order for the invoice to be accepted. Failure to provide this required documentation will result in the invoice being rejected and payment being delayed. For virtual deliveries, provide Period of Performance or the date the information was provided to the end-user and the email address that it was sent to.
3. Transportation
Vendor shall use commercially reasonable efforts to route shipments in accordance with Purchaser’s written instructions. Any transportation charges paid by Vendor with respect to which Purchaser is entitled to reimbursement shall be added to Purchaser’s invoices as a separate item and the receipted freight bill shall be attached.
4. Acceptance
Acceptance or rejection of goods shall be made promptly after delivery. Failure to reject items within ten (10) days shall constitute acceptance. Payment shall constitute acceptance of goods.
5. Substitute Parts
No Substitute parts are allowed unless approved by the Purchaser. All part numbers must match those on the PO.
6. Hazardous Materials Requirements
Vendor shall provide a current Material Safety Data Sheet (“MSDS”) for all hazardous materials shipped to Purchaser under the PO. The MSDS shall be in such form as required by the OSHA Hazard Communication Standard. Vendor shall forward any MSDS directly to Purchaser by mail or e-mail.
IF PURCHASE ORDER RELATES TO CONSTRUCTION
the follow terms apply:
1. Termination
If this effort is in support of a Government contract, the Government may terminate this effort for convenience or default in accordance with FAR 52.212-4 or 52.212-4 Alt I, as appropriate.
2. Wage and Labor Laws
All applicable wage and Labor laws must be complied with including but not limited to Davis Bacon, and SCA.
3. Required Documents
Vendor shall use commercially reasonable efforts to route shipments in accordance with Purchaser’s written instructions. Any transportation charges paid by Vendor with respect to which Purchaser is entitled to reimbursement shall be added to Purchaser’s invoices as a separate item and the receipted freight bill shall be attached.
4. Base Access
When applicable, all Base Access Rules must be complied with.
IF PURCHASE ORDER RELATES TO MANUFACTURING
the follow terms apply:
1. Conforming Products
The Products shall conform strictly to the description, plans, specifications, and sample. If there are no specific descriptions, plans, specifications, or samples, and to the extent that they are not explicit, the Products shall be new, of the latest design or model conforming to the Buyer’s requirements, and of the best quality. Seller may not substitute Products or parts of Products, or shipment more or less than the quantity specified in the Purchase Order. If Buyer receives Products that do not conform to these requirements, Buyer may reject such shipment in whole or in part by notifying Seller. Seller shall remove such rejected Products at Seller’s expense within ten (10) days after the date of Buyer’s notice.
2. Import of Products, Equipment, and Information
Seller shall mark each Product and, as appropriate and applicable, Product packaging, labels, or invoices with the country of origin (manufacture) for the Product, in accordance with applicable customs/import laws and regulations. Seller shall also provide Buyer, upon request, acceptable and auditable documentation establishing country of origin for all products provided under this Agreement, including without limitation, certifications of origin.
3. OBSOLECENCE
Supplier shall maintain an obsolescence management program throughout the life cycle of a Product whereby Supplier will (a) monitor all Product components for potential Obsolescence; (b) as of the Effective Date of the Agreement and every six (6) months thereafter, report to buyer whether there is an Obsolescence issue for each Product or component thereof; (c) maintain availability of sufficient security stock to mitigate potential delays in delivery or repair of Products under this Agreement; (d) suggest suitable replacement components for the Products; (e) provide formal written notification to buyer as soon as a pending Obsolescence event is known to Supplier; and (f) coordinate with buyer to establish an obsolescence implementation plan. Supplier shall provide buyer with written notification within fourteen (14) days of discovery of any potential Obsolescence issue, describing the obsolete item, reason for Obsolescence, estimated date the item will no longer be available, and any proposed alternatives. Timely notification is imperative to allow sufficient time to identify alternates for the affected parts, and perform any necessary Certifications, which may involve OEMs and regulatory agencies. Supplier will use diligent efforts to minimize cost and operational impact, including the effects of interchangeability to buyer and its Customers. Buyer may desire to place additional Orders for items purchased hereunder. Supplier shall provide Buyer with a “Last Time Buy Notice” at as soon as commercially practical, but in no event less than eighteen (18) months prior to any action to discontinue any Product or component purchased under the Agreement.
4. COMPLIANCE WITH REQUIREMENT TO SUBMIT COST OR PRICING DATA:
Should Buyer require Seller to submit cost or pricing data under this Purchase Order, or in entering into this Purchase Order, Seller agrees to submit current, accurate, and complete cost or pricing data and certify that the cost or pricing data is current, accurate, and complete as of the date specified by Buyer. Should Seller fail or refuse to comply with this requirement, Seller shall indemnify, defend, and hold harmless Buyer, and their respective successors and assigns, from and against all liability, cost, and expense that it may incur in connection with such failure or refusal, including, without limitation, the amount (plus any related interest assessed by the U.S. Government) by which Buyer’s contract price may be adjusted because either the prime contract or the Purchase Order is determined by the U.S. Government to have been defectively priced because of such failure or refusal.