STANDARD TERMS AND CONDITIONS Rochester NY Facility

Transcription

1 HARRIS CORPORATION STANDARD TERMS AND CONDITIONS Rochester NY Facility RF Communications Division Rochester Factility 1680 University Avenue Rochester, NY USA phone fax ACCEPTANCE OF ORDER Unless Seller notifies Purchaser in writing within ten (10) days of receipt of this Purchase Order, receipt by Seller of the signed Purchase Order or the initiation of performance under the Order shall constitute acceptance of the Order by the Seller, including all of the terms and conditions herein. This Order expressly limits acceptance to the terms stated herein. Any additional or different terms proposed by Seller are rejected unless expressly agreed to in writing by an authorized representative of the Purchaser's Purchasing Department. 2. FOREIGN TRANSACTIONS AND EXPORT CONTROL Seller, at its own expense, agrees to comply with all laws and regulations of the United States related to exports, imports, and foreign transactions, including, but not limited to, the International Traffic in Arms Regulations (ITAR) (22 C.F.R inclusive of subsection Registration Requirements ), the Export Administration Regulations (EAR) (15 C.F.R ), and the National Industrial Security Program Operating Manual (NISPOM) (DoD M). Seller also agrees to bear sole responsibility for all regulatory record keeping associated with the use of licenses and license exceptions/exemptions. Harris may deem Seller's failure to comply with the requirements of this Clause a material failure to perform under this Purchase Order that shall subject Seller to termination in accordance with Clause 21, Termination for Default. Any receiving party (or person) who engages in the business of either manufacturing or exporting defense articles or furnishing defense services is required to register with the Directorate of Defense Trade Controls. As defined in ITAR subchapter 122.1(a) engaging in the business of manufacturing or exporting defense articles or furnishing defense services requires only one occasion of manufacturing or exporting a defense article or furnishing a defense service. Manufacturers who do not engage in exporting must nevertheless register. Refer to the Department of State website for more detailed information relative to your obligations under this ITAR regulation. Harris may deem Seller's failure to comply with the requirements of this Clause a material failure to perform under this Purchase Order and that shall subject Seller to termination in accordance with Clause 24, Termination for Default. 3. EXPORT COMPLIANCE CONTROL With regard to this Agreement the receiving party represents and warrants that no technical data furnished to it by the disclosing party shall be disclosed to any foreign national, firm, or country, including non-u.s. Persons (22 CFR and ) employed by, visiting, or otherwise associated with the receiving party. No equipment or technical data may be exported from the United States without first complying with all requirements of the ITAR and/or EAR, including the requirement for obtaining any export license if applicable. The receiving party shall first obtain the written consent of the disclosing party prior to submitting any request for authority to export any such technical data. The receiving party shall indemnify and hold the disclosing party harmless for all claims, demands, damages, costs, fines, penalties, attorney's fees, and all other expenses arising from failure of the receiving party to comply with this clause or the ITAR and EAR. 4. PREFERENCE FOR DOMESTIC SPECIALTY METALS Purchaser is compliant with the US Government Department of Defense statutory restrictions on the acquisition of specialty metals not melted or produced in the United States pursuant to the National Defense Authorization Acts for Fiscal Years 2007 and Seller, where applicable, and at its own expense, agrees to comply with all laws and regulations as promulgated by the aforementioned National Defense Authorization Acts In addition Seller agrees to indemnify Purchaser against all claims, whether on account of negligence or otherwise; arising out of or resulting from Seller's performance of this order. Refer to the US Government website for more detailed information relative to your obligations therein. 5. BUY AMERICAN Purchaser is compliant with the Buy American Act (41 USC 10a-10d; Executive Order 10582) mandating preferences for the purchase of domestically produced goods in direct procurements by the US Government and/or its contractors. Seller, where applicable, and at its own expense, agrees to comply with all laws and regulations as promulgated by the aforementioned Buy American Act. Refer to the US Government website for more detailed information relative to your obligations therein. Page 1 of 8 assuredcommunications

2 6. QUANTITIES AND PRICES Purchaser's count shall be accepted as conclusive on all shipments not accompanied by a packing slip. Purchaser reserves the right to reject and return any material in excess of the quantities specified herein. To the extent that the prices for articles or services ordered hereunder are not specified herein, unless otherwise agreed by Purchaser, the prices shall be those applicable to Purchaser's last preceding order for a comparable quantity, or if there is none such, then Seller's last preceding quotation for the same. 7. WARRANTIES Seller expressly warrants that all articles, materials, parts and work covered by this order will conform to the specifications, drawings, samples, or other description furnished or adopted by Purchaser or otherwise referenced in this order and shall be merchantable, of good workmanship and material, and free from defects. These warranties are in addition to any other warranties specified here in, made by the Seller, or implied by law, and shall survive acceptance and payment. In case of ambiguity in specifications, drawings or other requirements of this order, Seller, before proceeding, must consult Purchaser, whose written interpretation shall be final. 8. NOTIFICATION OF SUPPLIERS FACILITY OR PROCESS CHANGE Supplier, pursuant to this Article and unless superseded by additional requirements attached to and made part hereof, shall keep Buyer informed of all changes that may impact the quality of the Products or Services being provided under the Agreement. These changes include (i) a change in the manufacturing, assembly or test location; or (ii) removal or reduction of inspection or test procedures and/or methods associated with the Product or Services; or (iii) any major changes in material, manufacturing process, the Services or the design of the Products. The Supplier agrees to flow down the substance of this clause to its Suppliers 9. INSPECTION All articles, parts, materials, and workmanship entering into the performance of this order are subject to 100% inspection and testing by Purchaser and the Government before and after delivery, notwithstanding prior acceptance or payment. No preliminary inspection by or on behalf of Purchaser or the Government shall be deemed to constitute acceptance or relieve Seller of its own obligation to make full and adequate test and inspection. Seller agrees to furnish all reasonable facilities and assistance for tests and inspections to be made on its premises by or on behalf of Purchaser or the Government. Any article, part, material, or workmanship not accepted may be held by Purchaser, after notice of rejection to Seller, at Seller's risk and expense and subject to Seller's order, or at the option of Purchaser, and in addition to Purchaser's other rights. Seller shall replace the same or reimburse Purchaser for its expenses of rework, inspection, transportation, and repackaging. Seller shall pay the cost of all Purchasers articles, parts or material that may be damaged by any improper workmanship on the part of Seller. 10. DELIVERY Time is of the essence in this order. Seller must make deliveries in accordance with the delivery schedule specified herein. If for any reason the Seller cannot or will not make delivery by the time specified, Seller shall immediately notify Purchaser to that effect and the reasons therefor. Purchaser reserves the right to reject or return at Seller's risk and expense all articles or materials shipped which are in excess of or in advance of the time specified for delivery or to defer payment for advance deliveries until the specified delivery dates. Acceptance of late deliveries shall not be deemed to be a waiver of purchaser s rights arising from late deliveries. 11. CHANGES Purchaser may, at any time by written notice or Order, make changes in the shipping and packing instructions; increase or decrease quantity; change the drawings, designs or specifications; change the place of inspection, delivery or acceptance; or change the amount of Government or Purchaser furnished property. If any change causes a variation in the cost of performance or the time required for performance, an equitable adjustment shall be made in this Purchaser Order price and/or delivery schedule and this Purchase Order shall be modified in writing accordingly. Any proposal for adjustment under this clause must be submitted in writing within fifteen (15) days from the date the change is ordered. Pending such adjustment, Seller shall proceed in accordance with such change notice or Order. Failure to agree to any adjustment shall be a dispute concerning a question of fact within the meaning of the clause of this Contract entitled "Disputes". Except, as otherwise provided in this Purchase Order, no changes shall be made unless such change is authorized in writing by Purchaser. Page 2 of 8

3 12. TERMINATION Purchaser may terminate this order or work under this order in whole or in part by written notice to Seller. Upon termination of this order, the respective rights and duties of Purchaser and Seller shall be in accordance with Federal Acquisition Regulation (FAR) (if this order is a Fixed Price Contract), or FAR (if this order is a Cost Reimbursement Contract), unless termination is for the unexcused default of Seller. Excusable default of Seller hereunder shall be defined under the applicable FAR section cited above. 13. PROPRIETARY RIGHTS If articles ordered are to be manufactured or supplied pursuant to Purchaser's drawings or to specifications furnished by Purchaser and are not based upon Seller's design, the Seller grants to Purchaser and Purchaser s assignees a nonexclusive, fully paid-up, and irrevocable license to make, procure, use, sell, and sublicense any improvement made or incorporated into said article by Seller. Seller agrees that all data, including documentation furnished with items or to be furnished by this order shall be free from proprietary restrictions, except as specified herein. Seller's data may be reproduced and used by Purchaser in performance of Purchaser s customer contracts, including training or user manual purposes. 14. PURCHASER'S PROPERTY Whenever Seller has in its possession any of Purchaser's property, Seller shall be deemed an insurer thereof and shall be responsible for its safe return. Equipment, patterns, dies, tooling, materials, specifications, and drawings supplied or paid for by Purchaser in connection with this order shall remain Purchaser s property. The property shall not be used except for work performed for Purchaser, and upon request by Purchaser, shall be returned to Purchaser F.O.B. its shipping point specified on the face hereof, together with completed articles and those in process if so specified by Purchaser. Notwithstanding any other provisions of these Terms and Conditions, upon prior written notice to the Purchaser and to the extent that such use will not interfere with Seller s performance of purchase orders with the Purchaser, Seller with the governments authorization, may use all Property, which the Government owns or for which it has right to authorize use, on other contract and subcontracts. 15. NONDISCLOSURE OF TRADE SECRETS Seller agrees that the nature of said materials, specifications, and drawings, and the purposes for which the same are furnished by Purchaser to Seller shall be kept in strict confidence and shall be revealed only to Seller's employees to the extent necessary. These provisions shall also apply to Government property furnished or supplied hereunder as part of a Government contract and, when so directed by Purchaser, Seller shall mark Government property with drawing and property numbers. 16. DAMAGES AND RISK OF LOSS Seller assumes all responsibility for risk of loss or other damages to all articles and materials ordered hereunder or in its custody pursuant hereto, until delivered to Purchaser, f.o.b. its shipping point specified on the face hereof. In no event shall Purchaser be liable for anticipated profits or for damages on account of negligence or for incidental or consequential damages. 17. CLAIMS Seller agrees to indemnify Purchaser against all claims, whether on account of negligence or otherwise, asserted by any persons other than Purchaser's employees, arising out of or resulting from Seller's performance of this order. Upon request by Purchaser, Seller agrees to furnish certificates in form satisfactory to Purchaser, evidencing adequate coverage for the benefit of both Seller and Purchaser as to workmen's compensation, occupational disease, unemployment compensation, fire and extended coverage, and public liability, including contractual liability on both owned and non-owned vehicles. 18. ASSIGNMENT No right or obligation under this order (including the right to receive money due and to become due hereunder) shall be assigned by Seller without the prior written consent of Purchaser, and any purported assignment without such consent shall be void. 19. EQUAL EMPLOYMENT OPPORTUNITY The Equal Employment Opportunity Clause in Section 202 of Executive Order 11246, as amended relative to equal employment opportunity and the implementing rules and regulations of the Office of Federal Contracts Compliance are incorporated herein by specific reference. Page 3 of 8

4 20. DUTY DRAWBACK RIGHTS This order includes all related Customs Duty and Import Drawback Rights, if any (including the Rights developed by substitution and Rights which may be acquired from Seller's suppliers) which Seller can transfer to Purchaser. Seller agrees to inform Purchaser of the existence of any such Rights and upon request to supply such documents as may be required to obtain such Drawback. 21. PAYMENT Invoices shall contain the following information: Purchase Order number, item number, description of articles, sizes, quantities, unit prices and extended totals. Purchaser may make adjustments in Seller's invoices due to shortages, late delivery, rejections, or other failure to comply with the requirements of this order before payment. Cash discounts will be taken from the date of material receipt. Payment shall not constitute final acceptance. 22. APPLICABLE LAW AND DISPUTES The law of the State of New York shall govern any dispute arising from this order. Seller consents to the jurisdiction of the courts of the State of New York. Any litigation under this order, if commenced by Seller, shall be brought in a Court of competent jurisdiction in the State of New York. However, if a Federal Government contract number appears on the face of this order and New York law does not cover the issue in dispute or if there is a conflict between New York law and Federal law, i.e., decisions of the Federal Courts, regulations and statutes, the New York court shall apply the Federal law. Pending the resolution of any dispute, the Seller shall proceed as directed by Purchaser in writing. The parties further agree, to the extent permitted by law, to waive all rights to a trial by jury of an action relating to the dispute or interpretation of this agreement, whether sounding in contract, tort, or other wise. The parties specifically acknowledge that this waiver is made knowingly and voluntarily after an adequate opportunity to negotiate terms. 23. MISCELLANEOUS No delay or failure on the part of Purchaser in exercising any right or remedy hereunder shall constitute a waiver of those or any other rights or remedies under this order. Either party may cancel this order without obligation in the event that the other becomes bankrupt or insolvent or makes an assignment for the benefit of creditors. This order, when accepted, shall supersede all prior understandings, transactions, and communications, whether oral or written, pertaining to the subject matter thereof. 24. PATENTS Except for Purchaser s designed articles, Seller agrees, at its own expense, to defend Purchaser, Purchaser s customers, and users of Purchaser s products, and to hold them harmless, with respect to any and all claims for articles furnished by Seller under this order that infringe any Letters Patent, and with respect to any and all suits, controversies, demands, and liabilities arising out of any such claim. 25. DEFAULT FAR , Default, is hereby incorporated by reference and sets forth the rights and duties of Purchaser and Seller to this purchase order. In addition, should Seller default in any of its obligations under this Purchase Order and Purchaser employs an attorney to enforce any provision hereof or to collect damages for breach of the Purchase Order, Seller agrees to pay Purchaser such reasonable fees as the attorney expends. The terms Contractor, Government, and Contracting Officer are modified as defined in the Government Contract Provisions below. 26. GRATUITIES Purchaser employees are to refrain from receiving any gift from a supplier, or would be supplier of products or services for or from other organizations or individuals that have business relations with the company. Accordingly, Seller agrees not to offer or permit its agents or representatives to offer any such gratuities (in the form of entertainment, gifts or otherwise) to any employees of Purchaser. 27. DISCLOSURE OF INFORMATION Except as required by law or regulation the Seller shall not release to anyone outside the Seller s organization any information pertaining to any part of this order without prior written approval of the Purchaser. Page 4 of 8

5 28. PUBLICITY Either Party shall not, without the prior written consent of the other Party, use in advertising, displays and/or any other media, information or product relating to the requirements set forth herein. Either Party shall formally transmit to the other Party a request for each such release, including the exact wording and sketches or photographs, which may form a part of the release, where such consent shall not be unreasonably withheld. 29. GOVERNMENT CONTRACT PROVISIONS If a Federal Government contract number appears on the face of this order, the following clauses of the Federal Acquisition Regulation (FAR) and the Department of Defense FAR Supplement (DFARS) are hereby incorporated by reference to the extent that they may apply. However, whenever said clauses include a requirement for the settlement of disputes between the parties in accord with the "Disputes" clause, the dispute shall be disposed of in accord with "Applicable Law and Disputes" clause set out in full above. Clauses referenced below shall be those in effect on the effective date of the prime contract which is identified on the face of this order. If there is a conflict or addition to a clause in effect on the effective date of this Order and a clause of the Prime Contract, the Prime Contract clause shall govern. Wherever necessary to make the context of the clauses set forth below applicable to this Order, the term "Contractor" shall mean Seller, the term "Contract" shall mean this Order, and the terms "Government", "Contracting Officer" and equivalent phrases shall mean the Purchaser, except the terms "Government" and "Contracting Officer" do not change: (1) In the phrases "Government Property", "Government-Owned Property", "Government Equipment", and "Government-Owned Equipment"; (2) When a right, act, authorization or obligation can be granted or performed only by the Government or the prime contract Contracting Officer or his duly authorized representative, (3) When access to proprietary financial information or other proprietary data is required, (4) When title to property is to be transferred directly to Government, (5) Where specifically modified as noted below, (6) in FAR provisions , , , , , , , , , and (7) in DEFARS provisions: , , FAR SECTION TITLE OF CLAUSE Definitions Gratuities Covenant Against Contingent Fees Restrictions on Subcontractor Sales to the Government Anti-Kickback Procedures Cancellation, Rescission, and Recovery of Funds for Illegal or Improper Activity Price or Fee Adjustment for Illegal or Improper Activity Certification and Disclosure Regarding Payments to Influence Certain Federal Transactions Limitation on Payments to Influence Certain Federal Transactions Contractor Code of Business Ethics and Conduct Display of Hot Line Posters Security Requirements Reporting Subcontract Awards Required Sources for Helium and Helium Usage Data Certification Regarding Debarred, Suspension, Proposed for Debarment and Other Responsibility Matters Protecting the Governments Interest when Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment Material Requirements Defense Priority and Allocation Requirements Contract Terms and Conditions Required to Implement Statutes or Executive Orders- Commercial Items Audit Records-Sealed Bidding Price Reduction for Defective Cost or Pricing Data- Modifications-Sealed Bidding Subcontractor Cost or Pricing Data-Modifications-Sealed Bidding Audit and Records- Negotiation /11 Price Reduction for Defective Cost or Pricing Data/Modification /13 Subcontractor Cost or Pricing Data/Modifications & ALT 1 Integrity of unit Price Pension Adjustment and Asset Reversions Reversion or Adjustment of Plans for Postretirement Benefits (PRB) Other Than Pensions Notification of Ownership Changes Page 5 of 8

6 FAR SECTION TITLE OF CLAUSE Requirements for Cost or Pricing Data or Information Other Than Cost or Pricing Data Requirements for Cost or Pricing Data or Information Other Than Cost or Pricing Data-Modifications Limitations on Pass Through Charges- Identification of Subcontract Effort and Alt I Limitations on Pass Through Charges Price Redetermination-Prospective Price Redetermination-Retroactive Allowable Costs and Payment Fixed Fee Incentive Fee Incentive Price Revision-Firm Target Incentive Price Revision-Successive Target Limitation of Government Liability Contract Definitizaton Utilization of Small Business Concerns Small Business Subcontracting Plan Convict Labor Contract Work Hours and Safety Standards Act-Overtime Compensation Subcontracts (Labor Standards) Walsh-Healy Public Contracts Act Prohibition of Segregated Facilities Previous Contracts and Compliance Reports Equal Opportunity Affirmative Action Compliance Requirements for Construction Equal Opportunity for Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans Affirmative Action for Workers with Disabilities Employment reports on Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans Service Contract Act of 1965 as Amended Combating Trafficking in persons Employment Eligibility Verification Hazardous Material Identification and Material Safety Data Notice of Radio Active Materials Ozone-Depleting Substances Certification of Chemical Release reporting Toxic Chemical Release Reporting Privacy Act Buy American Act-Free Trade Agreements-Israeli Trade Act Duty Free Entry Restrictions on Certain Foreign Purchases Place of Manufacturer & Alt 1 Authorization and Consent Notice and Assistance Regarding Patent and Copyright Infringement Patent Indemnity Refund of Royalties /11/13 Patent Rights Insurance-Work on a Government Installation Federal, State and Local Taxes State of New Mexico Gross Receipts and Compensating Tax /2/3/4/5/6 Cost Accounting Standards Payments Payments Under Fixed Price Research and Development Contracts Limitation on Withholding of Payments /22 Limitation of Cost / Limitation of Funds Service of Protest and Alt I Protest after award Applicable Law for Breach of Contract claim Industrial resources developed under defense production Act Title III Page 6 of 8

7 FAR SECTION TITLE OF CLAUSE Accident Prevention Indemnification and Medical Liability Insurance Notice of Intent to Disallow Costs Penalties for Unallowable Costs Stop-Work order Government Delay of Work Changes- Fixed Price Changes- Cost Reimbursement Subcontracts Competition in subcontracting Subcontracts for Commercial Items & Alt 1 Government Property (Fixed Price Contracts) Inspection of Supplies- Fixed-Price /5/6 Inspection of Supplies- Cost Reimbursement / Services - Cost Reimbursement / Time and Material and Labor-hour Responsibility for Supplies /64 Preference for U.S.-Flag Air Carries / Privately Owned U.S.-Flag Commercial Vessels Value Engineering Termination for Convenience of the Government (Fixed- Price) Termination (Cost Reimbursement) Default (Fixed-Price Supply and Service) Clauses Incorporated by Reference Authorized Deviations in Clauses DFAR SECTION TITLE OF CLAUSE Prohibition on persons convicted of fraud or other defense-contract-related felonies Disclosure of information Requirements for Contracts Involving Export Controlled Items Intent to furnish precious metals as Government furnished material Acquisition Streamlining Contract terms and conditions required to implement statutes or Executive Orders applicable to Defense acquisitions of Commercial items Pricing adjustments Liability and Insurance Small, Small disadvantaged, and women-owned small business subcontracting plan (DoD contracts) Small, Small disadvantaged, and women-owned small business subcontracting plan. (Test Program) Restrictions on Employment of Personnel Safety precautions for ammunition and explosives Prohibition on storage and disposal of toxic and hazardous materials Safeguarding sensitive conventional arm, ammunition, and explosives Buy American Act and Balance of Payments Program Qualifying country sources as subcontractors Reporting of Contract Performance Outside the United States Restriction on Acquisition of Specialty Metals Restriction on Acquisition of Articles Containing Specialty Metals Commercial Derivative Military Article Speciality Metals Compliance Certifiate Performance for certain domestic commodities Duty Free Entry Restriction on acquisition of ball and roller bearings Restriction on acquisition of anchor and mooring chain Restriction on acquisition Reporting of Commercially Available Off the shelf Items that Contain Specialty Metals and are Incorporated into Noncommercial End Items Waiver of United Kingdom Levies Page 7 of 8

8 DFAR SECTION TITLE OF CLAUSE Utilization of Indian Organizations, Indian Owned Economic Enterprises and Native Hawaiian Small Business Concerns Rights in technical data- Non commercial items Rights in noncommercial computer software and noncommercial computer software documentation Technical Data-Commercial Items Rights in bid or proposal information Identification and assertion of use, release, or disclosure restrictions Rights in noncommercial technical data and computer software-small Business Innovation Research (SBIR) Program Validation of asserted restrictions- Computer software Limitations on the use or disclosure of government-furnished information marked with restrictive legends Deferred delivery of technical data or computer software Deferred ordering of technical data or computer software Technical data or computer software previously delivered to the government Technical data-with holding of payment Rights in shop drawings Validation of restrictive markings on technical data Patents-Reporting of subject inventions Ground and Flight Risk Accident reporting and investigation involving aircraft, missiles, and space launch vehicles Status of Contractor as a direct contractor (Spain) Supplemental Cost Principles Notice of Earned Value Management System Indemnification under 10 U.S.C.2354-Fixed Price Indemnification under 10 U.S.C.2354-Cost reimbursement Animal Welfare Frequency Authorization Modification proposals- Price breakdown Telecommunications security equipment, devices, techniques, and services Pricing of Contract Modifications Subcontracts for commercial items and commercial components (DoD contracts) Warranty of Data Transportation of supplies by sea Notification of transportation of supplies by sea Notification of anticipated contract terminations or reductions Page 8 of 8