Terms and Conditions
Last Review: Rev 04 - 05/19/2020
A. “Acceptance” means the verification by Buyer and/or Buyers Customer that the delivered products and/or Services meet required specifications, standards, requirements and criteria set forth in the Order.
B. “Buyer” means Products Support Inc.
C. “Data” means all financial/business information, designs, dimensions, specifications drawings, computer files, know how, trade secrets, or other information including but not limited to Technical Data used in the design and manufacture of Products or Services. Data may be recorded in written or printed documents, computer or electronically stored, software or any other tangible form of expression.
D.” Information” means any communication or representation of knowledge such as facts, Data, or opinions, in any medium or form including textual, numerical, graphic, cartographic, narrative or audiovisual.
E. “Information Security Event” means any actual or potential incident involving any Information System or equipment owned or controlled by Seller that may involve Buyers Sensitive Information, or any actual or potential unauthorized access to use or disclosure of Buyers Sensitive Information.
F. “Information System” means a discrete set of Information resources that collect, process, maintain, use, share, disseminate or dispose information.
G. “Order” means the instrument of contracting, including these terms and conditions and all other referenced documents, as well as any subsequent changes or modifications.
H. “Party/Parties” means Buyer and Seller individually/collectively.
I. “Personal Information” means any information relating to an identified or identifiable Person, including but not limited to, name, postal address, email address or other online contact information, telephone number, date of birth, social security number (or its equivalent), driver’s license number (or other government-issued identification number), account information payment card data, personal identification number, access code, password, security questions and answers, security tokens birth or marriage certificate, health insurance or medical information, or any other unique identifier specific to an individual.
J. “Product(s)” means goods, supplies, reports, computer software, Data, materials, articles, items, parts, components, assemblies, specifications, castings and any other incidental Services described in this order.
K. “Seller” means the party to whom Buyer is contracting under this Order.
L. “Sensitive Information” means any information that is collected, processed, maintained, used, shared or disseminated in connection with this Order that warrants protection to ensure its confidentiality, integrity and availability.
M. “Service(s)” means Sellers time and effort, articles, Data or similar materials provided to Buyer which are incidental to the performance of the Service.
b. If the use or sale of any product, in respect to which Seller indemnifies Buyer, is enjoined as a result of any action or proceeding, Seller, at no expense to Buyer, shall obtain for Buyer and its customers, the right to use and sell said product or shall substitute an equivalent product acceptable to Buyer and extend this patent indemnity with respect to such equivalent product. In the event that Seller is unable to secure such right of use for Buyer or its customers or to secure an equivalent product as a substitute, Seller will indemnify Buyer and its customer for any and all losses or damages sustained by reason of such injunction.
b. Unless otherwise approved by Buyer, such Special Equipment shall be used only in the performance of this Order except that Seller may use such Special Equipment for the manufacture of products or furnishing of services to the United States Government to the extent the Government has the right under its prime contract with Buyer to authorize such use further provided such use will not interfere with Seller’s performance of this Order or other purchase orders of Buyer.
c. At no additional cost to Buyer: Seller shall (i) follow normal industrial practices in the identification, maintenance, preservation, and segregation of Special Equipment; (ii) establish and maintain property control records available for inspection by Buyer or its customer at all reasonable times; and (iii) if title to such Special Equipment vests in the United States Government, will maintain and control such Special Equipment in accordance with FAR/DFAR requirements in effect as of the date hereof, which is incorporated herein by reference.
d. When this Order indicates that the Government is to acquire title to Special Tooling (as such term is defined in FAR 52.245.1) then title to such Special Tooling shall immediately vest in the United States Government upon Seller’s acquisition or manufacture thereof provided the full cost thereof is charged to this Order. When this Order indicates that the United States Government is to acquire title to Special Test Equipment, as such term is defined in FAR 52.245.1, but does not specify the products to be acquired then, title to any Special Test Equipment shall immediately vest in the United States Government upon Seller’s manufacture or acquisition thereof. Seller shall give Buyer forty (40) days advance written notice of its intention to acquire any Special Test Equipment or components thereof having an item acquisition cost of $1,000.00 or more. Buyer may then elect to furnish any such Special Test Equipment or any component thereof to Seller within said forty (40) day period. In the event Seller has not received such notice within the aforementioned period, Seller may proceed to acquire such Special Test Equipment or components. If Buyer furnished any such Special Test Equipment or components as a result of the above, this Order shall be equitably adjusted in accordance with the “Changes” Clause to reflect an appropriate reduction in price resulting from Buyer’s furnishing Seller any such Special Test Equipment or components thereof.
e. Upon delivery to it, or manufacture or acquisition by it, of any Special Equipment, Special Tooling or Special Test Equipment, title to which is in Buyer or its customer, Seller assumes the risk and shall be responsible for any loss thereof or damages thereto while in its possession. Unless otherwise directed by Buyer, upon completion or termination of this order or other of Buyer’s orders utilizing such Special Equipment, Special Tooling, or Special Test Equipment, Seller shall promptly furnish, in suitable form, a list thereof with a request for disposition instructions. Pending receipt of such instructions, Seller shall hold and preserve such Special Equipment, Special Tooling, or Special Test Equipment free of charge for a period of six months. All Special Equipment, Special Tooling, or Special Test Equipment furnished to Seller by Buyer shall be returned to Buyer in the same condition as received, normal wear and tear expected.
b. For Default: 1. This Order may be terminated for default pursuant to FAR 52.249-8 incorporated herein by reference; it being understood that time is of the essence. Reference to the “Disputes” Clause is hereby deleted. In the context of this clause “Contracting Officer” and “Government” mean Buyer and “Contractor” means Seller. 2. This Order may be terminated pursuant to (1) above if Seller becomes insolvent or is subject to proceedings under any law relating to bankruptcy, or in the event of an appointment of a receiver or trustee, or the assignment by Seller for the benefit of creditors.
If suspect counterfeit parts are furnished under this Order and are found in any products delivered to Buyer or final customers of Buyer, such items will be impounded by Buyer. Seller shall promptly replace such parts with parts deemed acceptable by Buyer. Seller shall be held liable for all costs relating to the removal and replacement of said parts, including but not limited to Buyers external and internal costs of removing such suspect/counterfeit parts, or reinserting replacement parts and of any testing or validation necessitated by the re-installment of Sellers Products after suspect/counterfeit parts have been exchanged. Buyers remedies described herein shall not be limited by any other clause agreed upon between buyer and Seller in this Order and are in additional to any remedies Buyer may have at law, equity or otherwise under this Order. At Buyers request, Seller shall return any removed suspect counterfeit or counterfeit parts to Buyer in order that Buyer may turn which parts over to its U.S.G. customer for Further investigation. For purposes of this clause, Seller agrees that any U.S.G. directive/information or GIDEP alert, indicating that such parts are suspect counterfeit, shall be deemed definitive that Sellers Products contain suspect, counterfeit or counterfeit parts.
Seller should prohibit “trafficking related activities” and flow down such prohibited activities to any subcontractor in compliance with FAR 52.222-50. The prohibitions include, among others, denying an employee access to his/her own identification or immigration documents, engaging in fraudulent recruitment practices, and charging recruitment fees directly to employees. These prohibitions apply to contractors, subcontractors, as well as each of their employees and agents.
B. The clauses incorporated herein by reference have the same force and effect as if they were incorporated and attached in full context.
1) FAR CLAUSE NO. TITLE
2) DFARSUP (Applicable to all orders of any tier under prime contracts with the Department of Defense. Any inconsistency between DFARSUP Provision and FAR provisions shall be resolved in favor of the DFARSUP provisions.)
CLAUSE NO. TITLE
3) Other laws and regulations
C. If the price of Buyer’s Prime Contractor higher tier contract is reduced as a result of: (1) Seller furnishing to Buyer its own or a subcontractor’s cost or pricing data which was not complete, accurate and current, or (2) Seller or its subcontractor failing to comply with an applicable Cost Accounting Standard or to follow consistently any cost accounting practice disclosed pursuant to FAR 52.230-3. Seller shall indemnify and hold Buyer harmless from and against any and all loss or damage resulting thereby.
D. Priorities: If this Order contains a Government Priority Number, this is a rated order certified for national defense use and Seller is required to follow all of the provisions of the Defense Priorities and Allocation System Regulations