Terms and Conditions

1. ACCEPTANCE OF PURCHASE ORDER

Agreement by Seller to furnish the materials, parts, and product (goods) or services, including the products resulting from such services, or its commencement of such performance, or acceptance of any payment, shall constitute Sellers unqualified acceptance of this Purchase Order. Any price or delivery schedule to which Buyer has not specifically agreed to in writing or any other terms and conditions herein, shall be voided. Modifications or additions to these Purchase Order of terms and conditions must be in writing and signed by Buyer’s purchasing representative. These terms and conditions, together with all supplements, documents, exhibits, attachments, and any other agreements incorporated by reference into this Purchase Order, constitute the entire agreement between Buyer and Seller (collectively “the Parties” and singularly a “Party”) with respect to the subject matter of this Purchase Order, and supersedes any prior or contemporaneous written or oral agreement pertaining thereto.

2. SHIPPING INSTRUCTIONS; RISK OF LOSS

Seller shall be responsible for ensuring the proper packaging of goods hereunder. Seller shall not charge for packaging, crating, freight, local cartage, and/or any other services unless so specified in this Purchase Order.
Unless otherwise directed by the Buyer in writing Seller shall consolidate shipment on one bill of lading or air waybill when shipping goods on the same day from and to a single location. Seller shall submit all require shipping papers to the Buyer before final payment. Title of goods furnished under this Purchase Order shall pass to the Buyer upon formal acceptance, regardless of when or where the Buyer takes physical possession, unless the Purchase Order specifically provides for earlier passage of title.
When Buyer purchases F.O.B. origin (“F.O.B. the place of shipment”, as defined in the Uniform Commercial Code section 2-319), Seller share bear the expense of any risk of loss of, or damage to, the goods until Seller delivers the goods to the carrier that Buyer designates. Seller shall not insure or declare a value except when transportation rates are based on “release value,” in which instance Seller shall annotate on the bill of lading the lowest release value provided in applicable tariffs.
For goods purchased F.O.B. Destination (as F. O. B. The place of destination is described in the Uniform Commercial Code section 2-319) Seller shall bear the expense of transport, any risk of loss or damage to, the goods to the named place.
Purchase Order number(s) and the relevant line-item number(s) must appear on all correspondence, shipping labels, and shipping documents, including all packing sheets bill of lading, air waybills, and invoices.

3. TERMINATION FOR CONVENIENCE

Buyer, by written notice, may 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 shall perform the non-terminated balance of work under the Purchase Order.
If the Buyer terminates for convenience, Seller shall be reimbursed for actual, reasonable, substantiated, and allocable cost, plus a reasonable profit for work performed to date of termination provided Seller submits date of termination provided Seller submits its termination settlement proposal to Buyer promptly, but no later than ninety (90) days from the effective date of 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.

4. TERMINATION FOR DEFAULT

Buyer may, after providing Seller with ten (10) calendar days’ written notice, and upon Sellers failure to cure such default in that 10 day period (“Cure Period), terminate this Purchase Order in whole or in part at any time by notice in writing 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 extensions, (iii) failure to make progress so as to endanger performance of this Purchase Order, or (iv) failure to provide adequate assurance to future performance; provided, however, there shall be no Cure Period for default related to failure to meet the delivery schedule or for defaults incapable of cure.
To the extent allowed by the law, Buyer may also terminate this Purchase Order in whole or in part without a Cure Period in the event of Sellers suspension of business, insolvency, bankruptcy, appointment of a receiver for Seller’s property, or business, or any assignment, reorganization, or arrangement by Seller for the benefit of its creditors (collectively hereinafter “Insolvency”). Seller agrees to provide detailed written notice to Buyer within five (5) days of initiating such Insolvency proceedings. In the event of partial termination, Seller shall perform the non-terminated balance of work under the Purchase Order.
If this Purchase Order is terminated for default, Buyer made by written notice require Seller to transfer title and delivery to Buyer and (1) completed suppliers, and (2) partially completed supplies and materials, parts, tools, dyes, jigs, fixtures, plans, drawings, information, and contract rights that Seller has specifically produced or acquired for the terminated portion of this purchase order. Upon direction of Buyer, Sellers shall also protect and preserve property in its possession in which Buyer has interest. The parties shall agree on the amount of payment for each delivery and for the protection and preservation of the property above.

5. FORCE MAJEURE

Except for the fall of Sellers subcontractor at any tier, neither bar nor Seller shall be liable for any failure to perform due to any cause beyond their reasonable control and without their fault or negligence, including an act of God or of the Public Enemy, act of the government and its sovereign or contractual capacity (Including acts of government related to economic sanctions and embargoes), fires, floods, epidemics, terrorism, quarantine restrictions, strikes, freight embargoes, and unusual severe weather. Event that causes of the type described above (“Force Majeure”) Adversely affects the performance of this purchase order, the party whose performance is so effective shall so notify the other party authorized representative in writing by may reasonably adjust the delivery schedule due to the existence of a forced Majeure.

6. DELIVERY; NOTICE OF DELAY; OBSOLESCENCE

Sellers shall notify Buyer in writing immediately of any actual or potential delays to the performance of this Purchase Orders notice shall include a proposed revised schedule but such notice and proposal or Buyer receipt or acceptance thereof, shall not constitute a waiver of Buyers rights.

7. REMEDIES

Buyer may exercise all rights and remedies at law and in equity, including those outlined in article two of the uniform commercial code for both goods and services ordered hereunder. Failure to 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 provision, rights, or remedies; rather, the same remains in force in effect.

8. PROPRIETARY RIGHTS

Unless otherwise expressly set forth in this Purchase Order, 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 /or disclosed by Buyer without restrictions.
All specifications, information, data, drawings, software, and other items which are (i) supplied to Seller 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 Buyers express written consent. All such items applied to Buyer or obtained by Seller in performance of this Purchase Order or paid for by Buyer shall be promptly provided to Buyer on request or upon completion of this Purchase Order.
Any inventions 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 (collectively, the “Foreground IP”) Shall be considered to be property of Buyer. Seller hereby assigns its rights in the foreground IP to Buyer and shall execute such document 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, any work performing pursuit to this Purchase Order which includes any copyright interest shall be considered a ‘work made for hire’. To the extent any of such works do not qualify as a “work made for hire” Seller hereby assigns to the Buyer all its intellectual property rights including its copyrights, in such works effective immediately upon creation of such works, including when they are first fixed in a tangible medium.
Notwithstanding anything to the contrary in this section, applicable U.S. Government Procurement Regulations incorporated into this Purchase Orders 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 and 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.

9. RELEASE OF INFORMATION

Without written approval of Buyer, Seller shall not(i), distribute, use, or otherwise disclose the purchase order, or the existence of this purchase order, to any third party for any purpose not required by the express terms of the purchase order, or(ii) Use the AirBoss Defense Group, LLC. Company name (or the 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 website content, or for goods or services endorsements.

10. ORDER OF PRECEDENCE

Buyer deems the requirements and provisions of this Purchase Order as consistent. Seller shall promptly require Buyer’s written determination to resolve any inconsistencies, angularity, or conflict amongst the requirements and provisions. Subject to section 9 (e) above, the following order of precedence shall apply. (1) order-specific text on the purchase order, which includes specifications incorporated by reference such as drawings AirBoss Defense Group, LLC; (2) documents incorporated by reference on the Purchase Order and not otherwise referenced in this section 10 (e.g., prime contract flow through documents); (3) these general terms and conditions of Purchase Order and supplements thereto; (4) proprietary information agreement or non-disclosure agreement, if applicable; (5) the statement of work; (6) United States government specifications; and (7) Sellers specifications, which includes Sellers drawn Seller samples and Sellers catalog description. For the avoidance of doubt, all Sellers goods delivered here on their must conform to Buyer specifications set out in this purchase order.

11. WARRANTY

Seller wants that the goods shall be, (i) new (ii) free from defect and workmanship, materials, and design, and (iii) in accordance with all the requirements of this Purchase Order further warrants that the performance of service shall conform with the requirements of this Purchase Order and to a high professional standard.
Someone wants without limitation as to time that any hardware, software, and firm were 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 an or other software codes or routine design to: (a) Damage, destroy or alter any software or hardware;(b) review, damage, destroy, or alter any data;(c) disable any computer programs automatically, or(d) permit unauthorized 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, access or otherwise made available without the consent of the Buyer,(b) may require distribution, copying or modification of any software free of charge and(iii) shall not infringe any patent copyright, trademark, or any preparatory rights of any third party or misappropriate any trade secrets of any third party.
These warranty entitlements shall incur to the benefit of both Buyer and Buyers customers.
At Buyers direction, Seller shall promptly repair, replace, correct, or reimburse the purchase price of nonconforming goods or services. Repaired, replace, or corrected goods or services shall be subject to this section 11 and the inspection section of the Purchase Order to the same extent as goods or services originally delivered under this purchase order. Sellers shall be liable for and say Buyer harmless from any loss, damage, or expense that Buyer may suffer related to nonconforming goods or services, or from any other breach of the warranties in this section 11, including, but not limited to, return to Seller of defective or nonconforming goods and we deliver to Buyer of repaired, replace or corrected goods.

12. INSPECTION

All goods and services shall be subject to inspection and tests at all reasonable times and places by Buyer or Buyers customers before, during, and after performance and delivery. Buyer may require Seller to repair replace or reimburse the purchase price that rejected goods or Buyer may accept any goods and upon discovery of non-conformity, may reject or keep and rework any such goods not so conforming. Cost of repairs, rework, replacement, inspection, transportation, repackaging, and or reinspection by Buyers should be a Seller’s expense. Buyer acceptance of goods or services shall not diminish Buyer’s right or be final or binding on Buyer if latent defects, fraud, or misrepresentation of the parts of the Sellers exist.
Seller will provide reasonable support and access to Buyer in the inspection and test of the goods and services without additional charge.
Neither Buyers inspection nor Buyer’s failure to inspect shall relieve Seller of any responsibility to perform according to the terms of this purchase order. Notwithstanding any other provision of the purchase order, the risk of loss of, or damage to, nonconforming goods remain with Seller until cure or acceptance.

13. CHANGES

Should have the right by written notice to suspend or start work or to make changes from time to time in the service or the goods to be furnished by Seller or to the delivery schedule if such suspension, stoppage, or change cause any increase or decrease in cost of performance of this Purchase Order or in the time requirement for its performance, and equitable adjustment shall be negotiated promptly and the Purchase Order shall be modified in writing accordingly. Any claims by Seller for adjustment under this paragraph 13 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 practical with specifications of the amount claimed and supporting cost figures. Failure to agree to any such changes shall be resolved in accordance with section dispute and governing laws herein however nothing herein shall excuse Seller from proceeding with this Purchase Order as changed pending resolution of the claim.

14. INFRINGEMENT

Seller represents and warrants that all goods and services (for purposes of this section 14 hereafter “terms”), provided by Seller pursuant to this Purchase Order, which are not of Buyers design, do not infringe or misappropriate any third-party intellectual property rights and that any use or sale of such items by Buyer or any of Buyer’s customer shall be free from any claims of infringement. Seller shall identify and hold Buyer, and its customer harmless from any and all expenses, liability, and loss of any kind (including all costs, expenses, and attorney fees) arising out of claims, suits, or actions alleging such infringement, which claims, suits, or actions Seller, hereby, agrees to defend, at Sellers expense if requested to do so by Buyer. Moreover, Seller may replace or modify infringing items with comparable items acceptable two Buyer substantially the same form, fit, and function to remove the source of infringement, and Seller’s obligation under this Purchase Order including those contained in section 11 warranty and in section 14 shall apply to the replacement and modified items. If the use or sell of any of the above items is enjoyed because of such claim, suit, or action, Seller, at no expense to buy shall obtain for Buyer and its customers the right to use and sell said item.

15. TAXES AND DRAWBACKS

If goods to the United States pursuant to this purchase order, Seller shall pay all duties, taxes, and fees imposed because of such importance. Seller’s price shall not include any duties, taxes, or fees for which Buyer has furnished a valid exemption certificate or other evidence of exemption acceptable to the applicable government agency. Seller shall separately state on Seller’s invoice any applicable sales and use tax in the price. Seller agrees to remit any taxes collected from Buyer to the relevant tax authority.
Any refund, credit, or rebate of any import duties, taxes, or fees (including any drawback claim), In Sellers price to Buyer, shell incur solely to Buyers benefit and shall be assigned to Buyer. Seller shall reasonably assist Buyer and Buyer's efforts to realize any such available amounts.

16. ASSIGNMENTS, SUBCONTRACTING, ORGANIZATIONAL CHANGES, AND PLACE OF PERFORMANCE

Seller may not assign 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 such purported assignment, delegation, or subcontracting, without such consent shall be void. Buyer may assign the Purchase Orderto (i) any affiliated company, (ii) annex successor in interest, or(iii) Buyer’s customers.
Seller shall promptly notify Buyer in writing any Seller name or ownership changes, or mergers or acquisitions.
Align shall not change the performance under this Purchase Order without Buyers written prior consent.

17. COMPLIANCE WITH LAW

Seller, in the performance of this purchase order, wants that it shall comply with all relevant laws, orders, rules, ordinances, and regulations (whether federal, state, or local), including but not limited to:
1. All U.S. laws and regulations including:
  1. The fair labor standard act of 1938, as amended (the “FLSA”) and the regulations and orders of the United States Department of Labor under the FLSLA;
  2. The Occupational Safety and Health Act of 1970 (OSHA), as amended;
  3. The US Department of Transportation regulations on hazardous materials and any other pertinent federal, state, or local statuses, laws, rules, or regulations.
    1. The law and regulations of Sellers place of performance;
    2. the applicable domestic and international prohibitions on child labor, human trafficking, and slavery;
    3. The Foreign Corrupt Practices Act of 1977, as amended, 15 U.S.C. §§ 78dd-1, et seq. ("FCPA"),
    4. The Anti-Kickback act of 1986.
ANTI-CORRUPTION REQUIREMENTS:
1. Seller acknowledges that its action may subject it and Buyer to liability under the FCPA, the anticorruption law, regulations, and policies of the home country of any supplier to this purchase order, the United States of America, and or the anti-corruption laws, regulations and policies of any other over the activities performed pursuant to this purchase order(together and individually hereinafter referred to as the “Anti-Corruption Requirements’) hypertension under, and the requirements of, the Anti-Corruption Requirements.
2. This Seller north, consultants, subcontractors, shareholders, directors, officers, employees, or agents has performed or will perform any act with Buyer could we really believe it would constitute as a violation of the Anti-Corruption Requirements or which fire could reasonably believe would cause Buyer to be in violation of the Anti-Corruption requirements, or present a credible risk, as determined by Buyer, of a violation of the Anti-Corruption Requirement.

18. RESPONSIBILITY AND INSURANCE

Without prejudice to Seller’s liability to indemnify Buyer as stated in any Indemnification provision contained in this Order, Seller shall, at its own expense, maintain the following insurance coverage's:
(i) Commercial General Liability coverage in an amount no less than $1 Million Combined Single Limit for Bodily Injury and/or Property Damage per occurrence, $2 Million in the aggregate. This coverage shall include the following extensions: Contractual Liability, Independent Contractors’ Liability, Premises Operations, Products/Completed Operations, Broad Form Property Damage; (ii) Automobile Liability coverage in an amount no less than $1 Million Combined Single Limit for Bodily Injury and/or Property Damage per occurrence. This coverage shall apply to any vehicle including hired and non-owned. Auto Physical Damage coverage shall be maintained for all vehicles including hired and non-owned. (This applies to Seller who drives Client’s vehicles); (iii) Statutory Workers’ Compensation and Employers’ Liability in an amount no less than $1 Million per occurrence; (iv) Defense Base Act (DBA) for all employees working on U.S. Government contracts outside of the United States; (v) Professional Liability, if applicable, in an amount no less than $1 Million per occurrence; and (vi) All-Risk Property insurance, if applicable. Seller is responsible for insuring all of its own property and/or property owned by Buyer or Client in its care, custody, and control.
Buyer, its officers, and employees shall be included as additional insured on the General Liability and Automobile Liability coverages. Seller shall obtain a waiver of subrogation from its General Liability and Workers’ Compensation insurance carriers in favor of Buyer. Buyer shall be named as a Loss Payee with respect to All-Risk Property if Seller has care, custody, and control of Buyer’s property and/or equipment. The insurance required by this Article shall be endorsed to state that the coverage shall not be suspended, voided, canceled, reduced in coverage or in limits except after thirty (30) days' written notice has been given to Buyer. Any self-insured retentions, deductibles, and exclusions in coverage in the policies required under this Article shall be assumed by, for the account of, and at the sole risk of Seller.
For any claims arising out of this Order, Seller’s insurance shall be deemed primary. Any insurance maintained by Buyer shall not contribute to it. If any of the aforementioned insurance policies are written on a claims-made basis, Seller warrants that continuous coverage will be maintained or an extended discovery period will be exercised for a period of two (2) years beginning from the time this Order is completed.
Insurance is to be placed with insurers with a current A.M. Best Rating of no less than A- unless otherwise approved by Buyer. Insurance is to be evidenced by a Certificate of Insurance. All Certificates are to be received and approved by Buyer prior to the commencement of work. Seller shall include all of its subcontractors as insureds under its policies and/or require any and all subcontractors to meet the requirements referenced above.

19. CODE OF BUSINESS ETHICS AND CONDUCT:

Buyer is committed to conducting its business fairly, impartially and with the highest moral, legal and ethical standards. Buyer expects that the Seller will also conduct its business fairly, impartially and in an ethical and proper manner. In the event that Seller believes Buyer, or any employee of Buyer has acted improperly or unethically under this Order, Seller shall immediately report such behavior either by contacting Buyer via email or by phone.

20. EXPORT CONTROL COMPLIANCE:

Seller agrees to comply with all applicable U.S. export control laws and regulations, specifically including, but not limited to, the requirements of the Arms Export Control Act, 22 U.S.C. 2751-2794, including the International Traffic in Arms Regulation (ITAR), 22 C.F.R. 120 et seq.; and the Export Administration Regulations, 15 C.F.R. 730-774; including the requirement for obtaining any export license or agreement, if applicable. Without limiting the foregoing, Seller agrees that it will not transfer any export-controlled item, data, or services, to include transfer to foreign persons employed by or associated with, or under this Order to Seller or Seller’s lower-tier suppliers, without the authority of an export license, agreement, or applicable exemption or exception.
Seller agrees to notify Buyer if any deliverable under this Order is restricted by export control laws or regulations.
Seller shall be responsible for all losses, costs, claims, causes of action, damages, liabilities, and expenses, including attorneys’ fees, all expense of litigation and/or settlement, and court costs, arising from any act or omission of Seller, its officers, employees, agents, suppliers, or subcontractors at any tier, in the performance of any of its obligations under this Article.

21. SEVERABILITY

If any provision of this Purchase Orderof application there is found invalid, illegal or under forcible by law, the remainder of this Purchase Order will remain valid, and forcible, and in full force in effect, and the parties will negotiate in good faith to substitute a provision of like economic intent and effect.

22. 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 Priority And Allocation System Regulation (15 C.F.R. Part 700)

23. SURVIVABILITY

Seller ‘s obligation that by their very nature must survive expiration, termination, or completion of this Purchase Orders shall survive expiration, termination, or completion of this purchase order.

24. ELECTRONIC TRANSMISSIONS

Neither Party shall contest the validity of this Purchase Order due to the use of electronic signatures or use of commercially acceptable standards in the transmission of this Purchase Order.

25. BUYERS ACCESS TO RECORDS AND FACILITIES

Seller Sherman tank general records relating to this Purchase Order for a minimum of four (4) years after completion of this Purchase Order for such longer period as required by law of the pursuit of order. In order to assess Seller’s work quality and, or compliance with the purchase order, Buyer or its authorization and representative shall have the right during normal business hours and with adequate notice to inspect all relevant records, material, tooling, and furnished property related to any of Seller’s obligation under this purchase order

26. COUNTERFEIT RISK AVOIDANCE

“Counterfeit Part”. A part that is a copy or substitute without legal right or authority to do so or one whose material, performance, or characteristics are knowingly misrepresented by a supplier at any level in the supply chain. Examples of Counterfeit Parts may include, but are not limited to:
Parts which do not contain the proper internal construction (die, manufacturer, wire bonding, etc.) consistent with the ordered part.
Parts which have been used, refurbished, or reclaimed, but represented as new product.
Parts which have a different package style or surface plating/finish than the ordered parts.
Parts which have not successfully completed the Original Equipment Manufacturers (OEM) / Original Component Manufacturer’s (OCM) full production and test flow but are represented as completed products.
Parts sold with modified labeling or markings intended to misrepresent the part’s form, fit, function grade or manufacturing date.
“Part”. The lowest level of separately identifiable items (e.g. piece parts)

27. QUALITY REQUIREMENT FLOW DOWN

There's a place to imply with the quality assurance requirement comparable to those contained in this Purchase Order Seller shows sooner responsibility for the quality of all procured material and workmanship. Seller shall include this clause in its subcontracts with lower tier suppliers and require lower tier suppliers to flow down these clauses to their lower tier suppliers.

28. PROHIBITION

Seller agrees and shall ensure that Counterfeit Parts are not contained in products delivered to Buyer through the implementation of policies that include prevention, detection, and risk mitigation methods to protect against the use of Counterfeit Parts. Supplier will provide a copy of its supply chain policy upon request.

29. PREVENTION

Seller shall only purchase parts procured directly from the Original Component Manufacturer (OCM)/Original Equipment Manufacturer (OEMs), or through the OCM/OEM authorized distributor’s chain. If parts are not reasonably available from OCM/OEMs, Seller shall take reasonable steps to ensure product integrity in accordance with Seller’s supply chain policies. Products to be used for flight articles shall not be acquired from independent distributors or brokers unless approved in advance in writing by Buyer.

30. INFORMATION TECHNOLOGY ASSURANCE

Seller Shall maintain data protection processes and system sufficient to adequate protect specifications, information, data, drawings, software, and other items which are) supply to Seller buy Buyer or(ii) obtain or develop by Seller in the performance of this Purchase Order or paid for by Buyer (collectively, “Buyer Data”), reply with any laws or regulations applicable to such data. If an event occurs whether by Seller knows, or reasonably believes, that Buyer data has been actually or potentially disclosed to, or access or acquired by, an unauthorized individual or individuals (Security Incident”), Seller shall(i) use commercially reasonable efforts to investigate contain and remediate security incident, and notified by inviting promptly, but no later than seventy-two (72) hours after discovering the security incident. Seller shall encrypt emails to Buyer detaining details of the security incident using industry standards decryption methods. The obligation contained in the sections are in addition to and do not alter, Seller’s obligation under the applicable U.S. government procurement regulation

31. INCLUSION OF MANDATORY FLOWDOWN CLAUSES:

FAR 52.203-13, Contractor Code of Business Ethics and Conduct (Oct 2015) (41 U.S.C. 3509) – Applicable if this Order exceeds $5.5 million and has a period of performance of more than 120 days

FAR 52.203-15, Whistleblower Protections Under the American Recovery and Reinvestment Act of 2009 (June 2010) (Section 1553 of Pub. L. 111-5) – Applicable if this Order is funded under the Recovery Act

FAR 52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements of Statements (Jan 2017)

FAR 52.204-21, Basic Safeguards of Covered Contractor Information Systems (Jun 2016) – Required for any contract where vendor may have Federal controlled unclassified information (CUI)

FAR 52.219-8, Utilization of Small Business Concerns (Nov 2016) (15 U.S.C. 637(d)(2) and (3)) – If Order exceeds $700,000

FAR 52.222-21, Prohibition of Segregated Facilities (Apr 2015)

FAR 52.222.26, Equal Opportunity (Sep 2016) (E.O. 11246)

FAR 52.222-35, Equal Opportunity for Veterans (Oct 2015) (38 U.S.C. 4212(a))

FAR 52.222-36, Equal Opportunity for Workers with Disabilities (Jul 2014) (29 U.S.C. 793)

FAR 52.222-37, Employments Report on Veterans (Feb 2016) (38 U.S.C. 4212)

FAR 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (Dec 2010) (E.O. 13496) – If Order exceeds $10,000 and will be performed wholly or partially in the Unites States

FAR 52.222-50, Combatting Trafficking in Persons – Alt I (Mar 2015) – Required regardless of value. If Order exceeds $500,000 and is for other than commercially available off-the-shelf items, Seller shall certify compliance with paragraph (h), Compliance Plan, before award and on an annual basis (if Order performance exceeds 365 days) thereafter.

FAR 52.222-55, Minimum Wages under Executive Order 13658 (Dec 2015) – Required if FAR 52.222-41 is included in the prime contract and work is performed in the United States

FAR 52.222-59, Compliance with Labor Laws (Executive Order 13673)(Jan 2017) – Applicable if this Order exceeds $500,000 and is for other than commercially available off-the-shelf items (*see Note)

FAR 52.222-60, Paycheck Transparency (Executive Order 13673 (Oct 2016) – Applicable if this Order exceeds $500,000 and is for other than commercially available off-the-shelf items

FAR 52.222.62, Paid Sick Leave Under Executive Order 13706 (Jan 2017) – Required if FAR 52.222-5, FAR 52.222-6, or FAR 52.222-41 is included in the prime contract and work is performed in the United States

FAR 52.224-3, Privacy Training (Jan 2017) (5 U.S.C. 552a) – Required if Seller will a) have access to a system of records; b) create, collect, use, process, store, maintain, disseminate, disclose, dispose, or otherwise handle personally identifiable information; or c) design, develop, maintain, or operate a system of records.

Alternate I (Jan 2017) – Required is agency specifies that only its agency-provided training is acceptable.

FAR 52.225-26, Contractors Performing Private Security Functions Outside the United States (Oct 2016) (Section 862, as amended, of the National Defense Authorization Act for Fiscal Year 2008; 10 U.S.C. 2302 Note) – Applicable if performing Private Securing Functions outside U.S. in an area of a) combat operations or 2) other significant military operation, as designated by the Secretary of Defense

FAR 52.232-40, Providing Accelerated Payments to Small Business Subcontractors (Dec 2013)

FAR 52.247-64, Preference for Privately Owned U.S. Flag Commercial Vessels (Feb 2006) (46 U.S.C. App. 12241 and 10 U.S.C. 2631) – Applicable to all Orders except for commercial items unless the contract is for ocean transportation services, is a construction contract, are being resold or distributed to the Government without value-add, or are shipped in direct support of the U.S. Military contingency operations, exercises, or forces deployed in connection with the UN or NATO or peacekeeping operations

41. ENTIRE AGREEMENT:

No changes are to be made to the terms, conditions, prices, or deliveries hereof without Buyer’s written authority and no other agreement or understanding will be binding upon Buyer unless made in writing by Buyer’s authorized representative. This Order, statement of work and all other attachments specifically referenced on the face of this Order represent the entire agreement of the parties hereto and supersedes all other agreements, understandings, authorizations, or proposals.

42. ORDER OF PRECEDENCE:

The order of precedence of the documents applicable to this Order shall be as indicated in the Order. If not specified therein, the following order of precedence shall apply:

ADG’s Purchase Order Form
ADG’s Purchase Order Terms and Conditions
Statement of Work and/or Technical Specifications
Other documents appended to the Order