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PURCHASE AGREEMENTS

TERMS AND CONDITIONS

 

 

ACCEPTANCE:  This purchase agreement constitutes a contract between Propper International Inc. (hereinafter “Buyer”) to purchase and Seller to sell the goods designated on the face of this agreement, and has been accepted by Seller on the exact terms and conditions set forth herein, and may not be changed in any respect without Buyer’s written consent, any provision in Seller’s orders or other documentation to the contrary notwithstanding.

 

Delivery/Shipping Clause Information:

 

(a)   DELIVERY: Shipment of the goods designated on the face of this order shall be made from Seller’s place of business, at the address noted hereon UNLESS specific instructions to the contrary are noted on the face of this contract. 

(b)   TRANSPORT: The transport of goods identified on the face of this order shall conform to the shipping instructions set forth in the Buyers’ Routing Guide, and in the absence of any such instructions, shall conform to commercially reasonable standards of transportation established by the industry which manufactures the type of goods required to be delivered under this order.

(c)   RISK OF LOSS: All risk of loss shall pass to the Buyer when it has taken possession of the goods at the Seller’s place of business.  Except that any damage to the goods during preparation and loading the goods onto the truck will be the responsibility of the Seller.

(d)   LATE DELIVERY: Should delivery not take place, or it becomes reasonably apparent that delivery is not likely to occur, on the agreed upon date, Buyer may require adequate assurances in writing from the Seller that delivery is forthcoming within a period of time acceptable to Buyer, or buyer may cancel purchase of the goods listed on the face hereof without incurring any liability.  In the event that Buyer elects to cancel this order for the goods listed on the face hereof, Seller shall be responsible to pay buyer for any increase in cost which Buyer may incur in the event that Buyer is able to procure the goods from another source and Seller shall be responsible to pay buyer for any additional costs and/or expenses which it may incur, including but not limited to consideration for extension(s) to delivery schedules, as a result of Seller’s delinquency.

(e)   MULTIPLE ITEMS/DELIVERY DATES ON ORDER: If an order of Buyer hereunder specifies more than one item or delivery date, Seller’s obligation with respect to each item and delivery date shall be separate and distinct.  Seller’s failure to make delivery of any item, or to meet any delivery date, shall not affect any of the Seller’s obligations with respect to the remaining items or deliveries specified in this order unless Seller’s failure to make delivery of any item or meet any delivery date shall cause Buyer’s or Buyer’s customer’s prime United States Government contract or commercial order to be terminated, in which case Buyer may cancel the balance of this Agreement.  In the event Seller fails to make delivery of any item or fails to meet any delivery date, Buyer may by written request require Seller to deliver such goods at a mutually agreed revised delivery date, such delivery date to be honored by Seller.

(f)   GOVERNMENT SOURCE INSPECTION (GSI): In the event that this purchase order is in support of a United States Government prime contract and the United States Government should determine to invoke Government Source Inspection (GSI) with regard to some or all of the goods being purchased hereunder, delivery shall not be made until after government approval for goods subject to GSI has been received, and may delay in delivery due to Government delay in testing the goods subject to GSI shall be deemed excusable to Seller.  However, if the goods are tested more than once and if the cause for such additional testing is attributable to Seller, Seller shall be responsible to reimburse Buyer for any costs incurred by Buyer and owing to the United States Government for such retest(s) and/or prime contract delivery schedule extension(s).

(g)   INSPECTION:  All goods produce and delivered pursuant to this Purchase Order are subject to Buyer’s final inspection and acceptance at the time Buyer removes the goods from stock for use.  Any goods found to be non-conforming at the time they are removed from stock for use by buyer may be returned to Seller at Seller’s expense for repair, replacement or credit at Buyer’s sole option.

(h)   OVERSHIPMENT OF GOODS: Buyer shall not be responsible to accept any overshipment of goods.  In the event that Buyer rejects any overshipment of goods, such overshipment shall be returned to Seller at Seller’s expense.

(i)     INSURANCE: Seller shall carry product liability insurance covering the goods delivered pursuant to this order in order to protect against any product liability claims arising out of the use of said goods either in their delivered state or as processed, where Buyer’s process has not caused any defect in the goods.  Buyer shall be named as an insured with regard to said insurance, and at Buyer’s request, Seller shall deliver to Buyer certificate(s) of such insurance.  Seller further agrees that it will indemnify and hold Buyer harmless from any product liability, which may arise from the use of, said goods.

(j)    DEFAULT: Seller shall be in default under this delivery if Seller either fails to deliver the goods listed on the face hereof, or does so beyond a reasonable time as permitted by this order, or delivers goods of a quality differing from or inferior to the referenced applicable specifications.

 

 

 

(k)   CHANGES AND MODIFICAITONS:

(a)   This order may not be modified orally.  No claimed modification of any of its provisions shall be valid UNLESS in writing signed by Buyer and seller.

(b)   If any such changes cause an increase or decrease in the cost of performance or time required for performance, Seller shall so notify buyer in writing within thirty (30) days of Seller’s receipt of the Change Order.

(c)   In the event any such change order is issued by the Contracting Officer of a United States Government contract referenced on the face hereof, Buyer’s sole obligation shall be to forward Seller’s request(s) for increase or decrease in the cost of performance and/or additional time in which to perform to the Contracting Officer and Buyer shall in good faith negotiate for an equitable adjustment to the contract to compensate Seller for any such increase or decrease in the cost of performance and/or time in which to perform.  Buyer shall not be responsible for any failure of such negotiations to yield any particular result desired by Seller.  Upon receipt of Seller’s written request therefore, Buyer shall permit Seller to negotiate in Buyer’s name directly with the United States Government regarding Seller’s request(s) for increase or decrease in the cost of performance and/or additional time in which to perform, however, it is understood and agreed between the parties that if Seller makes such written request of Buyer, Seller shall bear all of its own costs related thereto, including but not limited to accounting, legal, litigation and any other costs and Seller shall fully indemnify buyer for any and all assessments made by the government as a result of Seller’s request(s) for increase or decrease in the cost of performance and/or performance and/or additional time in which to perform.  Furthermore, Buyer shall continue to reserve its right to audit any such request made by Seller, and Buyer shall have the right to withdraw the above referenced grant to Seller for Seller to negotiate directly with the United States Government at any time that Buyer reasonably concludes that any such request(s) made by Subcontractor for increase or decrease in cost of performance and/or additional time In which to perform is not made in good faith, is not supported by substantial evidence and/or is false or fraudulent in any regard.

(d)   With regard to any change order imposed by buyer and not initiated in the first instance by the United States Government, the parties shall negotiate in good faith in the event that there is any increase or decrease in the cost of performance or additional time is required thereby in which to perform to determine the appropriate increase or decrease in the cost of performance and/or additional time necessary in which to perform.       In the event that the parties are not able to reach agreement over such issues, the matter shall be resolved in accordance with the Arbitration provision, infra.

 

(l)     TITLE:

(a)   Seller hereby acknowledges that it has no claims of title to, or any liens on, any material paid or delivered by it under this order and it is understood that title to all said materials at all times is vested in Buyer.

(b)   In the event the United States Government has paid partial payments or complete payments under any contract in support of which this order was placed, Seller hereby acknowledges that it has clear title, at all times, to all goods, including all materials and work-in-process    .  Seller understands and acknowledges that pursuant to the title passage provisions of FAR 52.232-16 and/or any successor provision thereto, title to such goods, materials and work-in-process are transferred by Buyer to the United States Government.  Seller further agrees that it will conform with the provisions of FAR 52.232.16 and/or any successor provision thereto and will obtain like assurance of title passage from its suppliers, vendors, and subcontractors with regard to this order.

(c)   In the event Buyer provides to Seller progress or advance payments for the goods covered by this Purchase Order prior to delivery of such goods to Buyer or in the event Buyer provides to Seller some or all materials and/or components pertaining to such goods, Seller acknowledges that it has no claims of title to, or any liens on any such goods, and it is understood that title to all of such goods at all times is vested with Buyer and/or if applicable the United States Government.  Seller consents to and will cooperate with Buyer to effectuate all steps necessary for Buyer to make any filings necessary with the appropriate Government offices within the state(s) where such goods may be located while in Seller’s possession for Buyer to perfect its interest in such goods and/or to put the public on notice of Buyer’s interest.  Seller will not transfer any of such goods to any other location or entity without the express written permission of Buyer.  In the event that Seller does transfer any of such goods to any other location or entity for any reason, Seller will remain responsible under all circumstances for such goods. 

       Seller’s interest in such goods shall be at most a consignment interest.  Seller agrees that it will provide secondary

       insurance coverage naming Buyer as an additional insured for the value of all such goods.  Such insurance will

       specifically provide for coverage for all types of loss, including but not limited to loss due to the insolvency of Seller.

       Seller agrees to provide Buyer upon request with a certificate of insurance evidencing such secondary insurance

       coverage.

 

  

Government Contract Clause Information:

 

GOVERNMENT CONTRACT CONDITIONS.  If Buyer enters this order in support of a United States Government contract or subcontract thereunder, such being indicated by designation of a United States Government contract number on the face of this order, this order is subject to the following additional provisions:

(a)   Government Contract Incorporated by Reference: The terms and conditions of the United States Government contract is specifically incorporated herein by reference and made a part hereof, except that with regard to the work ordered, for the purposes of this Purchase Order where the Contract terms and conditions between Prime Contractor and the government refer to Prime contractor, they shall be deemed to refer to Seller and where those terms and conditions refer to the Government they shall be deemed to refer to Buyer except to the extent that they represent obligations which can only be filled by the government.

(b)   Inspection at Source:  Buyer reserves the right to request Government Inspection at source.  In the event this right is exercised, Seller shall make all necessary arrangements with the appropriate Government Agency for such inspection and shall promptly furnish buyer with the resultant inspection certificate(s); and in the event of refection by the government inspectors, all such articles shall be replaced, repaired or reworked at the Subcontractor’s expense so that they shall pass Government inspection.

(c)   Government regulations:  The provisions of the Federal Acquisition Regulations and Defense Department Supplement thereto as are applicable to such United States Government Contract are incorporated herein by reference.  Where necessary to make the context of these provisions applicable to this order, the term “Government” and equivalent phrases shall include Buyer, the term “Contractor” shall refer to this order.  Where any reference above contains alternative clauses, that alternative shall apply which is required by or most consistent with Buyer’s prime or subcontract pursuant to which this order is issued.  The clauses set forth above shall be interpreted as referring to the FAR or DFAR clause with the same or similar name in effect (including revision by defense Acquisition Circular) as of the date set forth on Buyer’s prime or subcontract regardless of title or FARDFAR numbering.  In the event that this order is placed for a “commercial’ product(s) as defined in FAR 52.202-1, only the provisions of the Federal Acquisition Regulations and Defense Department Supplement thereto which are applicable to commercial item acquisitions shall be applicable thereto.  See in general FAR 52.244-6 and DFAR 252.225.7012.

(d)   Inspection System:  Unless otherwise permitted by specific notation on the face of this order, Seller shall have in place and will maintain throughout the life of this Purchase Order an inspection system in accordance with the applicable Military Specifications and MIL-I-45208.

(e)   Options:  Buyer shall have the option to place with Seller additional orders for additional goods in the event the United States Government invokes any option under the contract referenced on the face hereof.  Such option orders shall be subject to the terms and conditions of this Purchase Order with the exception that the delivery schedule shall be amended to provide for deliveries of such option quantity(s).

(f)     Cost of Waiver:  Seller will bear the cost imposed by the Government for any waiver necessitated as a result of seller’s performance and/or failure to perform.

(g)   False Statements: Seller acknowledges that whoever knowingly and willfully makes an false, fictitious or fraudulent representations to the United States Government either directly or indirectly may be liable to criminal prosecution under 18 U.S.C. 1001.

(h)   Department of Defense Rated Order Provisions: IN THE EVENT THIS ORDER IS PLACED IN SUPPORT A UNITED STATES GOVERNMENT PRIME OR SUB CONTRACT, UNLESS OTHERWISE INDICATED ON THE FACE OF THIS ORDER, THIS ORDER IS A RATED ORDER CONTRACT AND UNLESS OTHERWISE INDICATED HEREIN OR IN THE UNITED STTES GOVERNEMENT CONTRACT REFERENCED HEREON HAS A PRIORITY RATING OF DO-C-9 CERTIFIED FOR NATIONAL DEFENSE USE UNDER DMS REGULATION1.  SELLER IS REQUIRED AND AGREES TO FOLLOW ALL PORVISIONS OF THE DEFENSE PRIORITIES SYSTEM, 15 CFR 700 ET.SEQ.

(i)     Certification Regarding Debarment Suspension, Proposed Debarment and Other Responsibility Matters:  In the event this order is place in support of a United States Government prime or subcontract, Seller herewith certifies to the best of its knowledge and belief, that it and/or any of its principals

(i.)   Are (  ) are not (  ) presently debarred, suspended, proposed for debarment, or declared ineligible for the award of contracts by a federal agency.

(ii.)  Have (  ) have not (  ), within a three year period preceding this offer, been convicted of or had a civil judgment rendered against them for: commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (federal, state or local) contract or subcontract; violation of federal or state antitrust statutes relating to the submission of offers; or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property; and

(iii.) Are (  ) are not (  ) presently indicted for, or otherwise criminally or civilly charged by a government entity with commission of any of the offenses enumerated above.

The Seller has (  )  has (  ) has not, within a three year period preceding this offer, had one or more contract terminated for default by any federal agency.

“Principals,” for the purposes of this certification, means officers, directors, owners, partners and persons having primary management or supervisory responsibilities within a business entity (e.g. general manager, plant manager, head of a subsidiary, division or business segment, and similar positions.)

SUCCESSORS AND ASSIGNS: This order shall inure to the benefit of and be binding upon the successors and permitted assigns of the parties hereto.  It shall not be assigned in whole or in part by either party without the prior written consent of the other, which consent shall not be unreasonably withheld.

FORCE MAJEURE:  In the event either party is prevented from performing this order by circumstances beyond its control, including, but not limited to fire, explosion, flood, acts of God, war, terror, or other hostilities, civil commotion, or domestic or foreign governmental acts, orders or regulations, the obligation of Seller to deliver and the obligation of Buyer to accept delivery of the goods during the period of such disability shall be suspended.  However, in the event Buyer incurs damages owing to the United States Government, either directly or indirectly, under Buyer’s Prime United States Government or subcontract due to such cause(s), Buyer shall promptly notify Seller of such damages and afford Seller full cooperation defending against or otherwise lawfully compromising such damages.  Seller shall be responsible to Buyer for all such damages incurred by Buyer as a result of such circumstances experienced by Seller.

APPLICABLE LAW: This contract shall be governed by and construed according to the laws of the state of Missouri.

COMPLIANCE WITH LAW: Seller agrees in accepting this Purchase Order that all work shall be performed in accordance with all applicable Federal, State, County and Municipal Laws, cods and ordinances in effect on the date of this Purchase Order including but not limited to, the Federal Acquisition regulations, Fair Labor Standards Act of 1938 as amended, Equal Employment Regulations, Executive Order 11246 of September 24, 1965, Title VII of Civil rights Act of 1964, and all provisions of the Contract.  Seller shall not impermissibly discriminate against or harass any applicant, employee or minority or disadvantaged business because of belief, race, creed, color, religion, sex, age, political affiliation, national origin, physical or mental handicap or because he or she is a disabled veteran or Vietnam era Veteran.

SEVERABILITY:  If any term, condition, clause or provision of this order shall be determined or declared to be void or invalid in law or otherwise, then only that term, condition, clause or provision shall be stricken from this order and in all other respects this order shall be valid and continue in full force, effect and operation.

WAIVER:  The failure of Buyer at any time to insist on performance of any provision of this order shall not be construed as a waiver of that provision in any later instance, nor shall it be construed as a waiver of any other provision of this order.

ATTORNEY’S FEES FOR ENFORCEMENT:  In the event that Seller breaches any provision of this order, and Buyer retains counsel to assist in enforcing the terms thereof, the parties hereby agree that Seller shall pay all attorneys’ fees, court and/or arbitration costs and expenses incurred by buyer in enforcing this order.

EQUAL OPPORTUNITY:  Seller agrees during the performance of this order, pursuant to 41 CFR 60-1.4, unless otherwise exempted by law, rules, regulations, or orders of the United States Government:

(1)   The Seller will not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin.  The Seller will take affirmative action to ensure that applicants are employed, and that employees are treated during employment without regard to their race, color, religion, sex, or national origin.  Such action shall include, but not be limited to the following:  Employment, upgrading, demotion, or transfer, recruitment or recruiting advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship.  The Seller agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the contracting officer setting forth the provisions of this non-discrimination clause.

(2)   The seller will, in all solicitations or advertisements for employees placed by or on behalf of the Seller, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, or national origin.

(3)   The seller will send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice to be provided by the agency Contracting Officer advising the labor union or worker’s representative of the Seller’s commitments under section 202 of executive Order 11246 of September 24, 1965, and shall post copies of the notice in conspicuous places available to employees and applicants for employment.

(4)   The Seller will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor.

(5)   The Seller will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to its books, records, and accounts by the contracting agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules regulations, and orders.

(6)   In the event of the Seller’s non-compliance with the nondiscrimination clauses of this order or with any of such rules, regulations, or orders, this order may be canceled, terminated or suspended in whole or in part and the Seller may be declared ineligible for further Government contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law.

(7)   The Seller will include the provisions of paragraphs (1) through (7) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor.  The Seller will take such action with respect to any subcontract or purchase order as may be directed by the Secretary of Labor as direction, the Seller may request the United States to enter into such litigation to protect the interests of the United States.

SEGRATED FACILITES:  Seller hereby certifies that Seller does not and will not maintain any facilities Seller provides for its employees in a segregated manner, or permit its employees to perform their services of any location, under Seller’s control, where segregated facilities are maintained; and Seller will provide further certification of same as may be required by the Director of the Office of Federal Contract Compliance Programs (OFCCP).

SMALL/DISADVANTAGED/WOMAN-OWNED BUSINESS:  Buyer subscribes to and participates in small business and labor surplus area sub-contracting programs in accordance with Department of Defense policy and regulations.  Buyer is required under the regulations of the Defense Small Business Sub-Contracting Program to make quarterly reports to the office of the Assistant Secretary of Defense indicating the dollar value of Buyer’s purchase commitments made to “Small Business”, “Small Disadvantaged”, “Small Woman-owned”, “Small HUDBZone” and to “Large Business” concerns.

To enable Buyer to properly classify orders Buyer may place with Seller, indicate in the space below the classification    applicable to your company:

Small Business  _______; Small Disadvantaged  _______; Small Woman-owned  _______; Small HUBZone  _______;

(A small business concern is a concern that meets the pertinent criteria established by the Small Business Administration pertaining to your industry)

Also, advise by checking whether Seller’s manufacturing facility is located in a labor surplus area as determined by the  United States Department of Labor: Yes  _______ No  _______

 

General Contract Clause Information:   

 

         PAYMENT INFORMATION:

  CURRENCY: Payment shall be made in U.S. Dollars

           TERMS: Payment shall be made in accordance with the terms set forth on the face hereof.  In the event no terms are

            set forth on the face hereof, payment shall be net 60 days.

           CREDIT LIMIT: Seller may not alter the credit limit, require payment before delivery, or require prepayment of

           outstanding invoices notwithstanding the terms printed thereon UNLESS Buyer specifically agrees in writing to such

           conditions.

WARRANTY: Seller warrants that merchandise delivered hereunder shall conform with the specifications and/or descriptions and/or applicable MILSPEC referenced on the cover of this order except for variations permitted to Seller by Buyer or Buyer’s customer.  ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PRUPOSE, ARE APPLICABLE TO THE MERCHANDISE DELIVERED HEREUNDER BY SELLER.  Seller’s warranties hereunder shall extend for two years from delivery of the merchandise to Buyer or for the period of Buyer’s required warranty to the U.S. Government pursuant to the U.S. Government contract in support of which this order is placed, whichever is longer.  Seller hereby assumes all liability for and indemnifies, protects and agrees to keep and hold harmless, Buyer, its agents, employees, officers, directors, successors, and assigns from and against, any and all liabilities, obligations, losses, damages, injuries, claims, demands, penalties, actions, costs and expenses, including reasonable attorney’s fees, of whatsoever kind and nature arising out of the negligence and/or failure of Seller, its agents, employees, officers, directors, workmen, successors, and/or assigns, to provide goods that conform to the specifications and/or descriptions and/or applicable MILSPEC referenced on the cover of this order.

INTEGRATION:  This order constitutes the entire agreement between the parties, and no modification of is shall be binding, unless in writing, signed by the party against whom enforcement of the same is sought.                                                                                                                                              These terms may not be contradicted by evidence of any prior agreement or of a contemporaneous oral agreement and may only be explained or supplemented by a writing signed by an authorized representative of both parties.  This contract embodying the terms on the face and on the reverse side hereof is hereby acknowledged to be correct by the Seller. 

   QUALITY CONTROL PROCESS :  As a measure to control Propper International’s end item quality control, the Seller agrees to not change any raw materials, manufacturing processes or equipment changes that can change fit, form, or function of previously received goods with the same description without prior notification to Propper International Quality Department and Buyers

 

          ARBITRATION:  All controversies arising out of or relating to this order, or the breach thereof, shall be settled solely by

         arbitration in St Louis, Missouri in accordance with the rules then obtaining of the American Arbitration Association.

         Judgment upon any award thereon may be entered in any of the U.S. District Courts having jurisdiction over the losing

         party.  Any demand for arbitration hereunder shall be made not later than eighteen (18) months after either delivery of

          the goods, which have given rise to the dispute, or, if such dispute does not relate to specific goods, a dispute between

          the parties arises.  The parties agree that any process or notice of motion or other application to any of said courts, and

          any paper in connection with arbitration, may be served by certified mail or by personal service or in such other manner

         as may be permissible under the rules of the applicable court or arbitration.

TIMELINESS:  The parties agree that time is of the essence with regard to Subcontractor’s performance.  Prime Contractor’s performance under the above referenced Contract is dependent on Subcontractor’s performing on time.  Failure to Subcontractor to perform in accordance with the delivery schedule(s) set forth shall be a breach of this Purchase Agreement.

         TERMINATION CLAUSE:

            DEFAULT BY SELLER: This order may be unilaterally terminated by Buyer for default by Seller without prejudice to

            any claim for damages or other relief arising out of such default.

            TERMINATION FOR CONVENIENCE: This order or individual orders placed hereunder may be terminated in whole

            or in part by Buyer for its convenience because of termination of a relevant United States Government prime

            contract.  In the event this order is terminated by buyer due to the termination of a relevant United States prime

            contract, Seller’s damages shall be limited to those damages which Buyer is able to recover from the United States

            Government.  In such event, buyer will be entitled to receive upon demand any goods covered by the Purchase

            Order which are in the possession of Seller regardless whether such goods have been process and regardless

            whether charges for such processing have been paid.  Seller shall have the option not to claim against Buyer for

            work in progress, which it is willing to absorb or redirect.

  BANKRUPTCY/INSOLVENCY OF SELLER: In the event of the insolvency or bankruptcy of Seller, buyer shall be

  entitled to terminate this Purchase Order, to receive reimbursement for its reasonable and proper cancellation and

  cover charges as well as all incidental damages, including but not limited to re-procurement charges assessed

  against it by the United States Government which buyer suffers as a result of Seller’s breach, and to be paid for all

            work performed and services actually rendered and all anticipated profits Buyer would have received had this

            Purchase Order been fully performed by Seller.

            BREACH OF THE TERMS AND CONDITIONS: Unless the specific terms of the order represented on the face hereof

            indicates otherwise, either party shall be in default under this Purchase Order if that party breaches any of the terms

            and conditions contained herein.  In the event of a termination for default as between the parties hereto, the non-

            defaulting party shall be entitled to commercial breach of contract remedies allowed at law.

 

NON CONFORMANCE CLAUSES:

 

PENALTIES ASSESSED FOR THE FOLLOWING.

No COC Received - $100

No FAR Clauses - $100

No Government Lot number on Bill of Lading - $100

No Purchase Order Number on Bill of Lading - $100

No Purchase Order Number on Invoice - $100

No MSDS Sheets(when applicable) - $100

No Certificate of Origin - $100

Any non-conformance to conditions on face - $100 per item of purchase order          

Failure to use Buyers’ Routing Guide to ship goods to Buyers’ destination - Difference in freight cost per Seller and Buyers’ negotiated freight rates + $25.00 handling fee

Late Delivery that affects production - $1,500 + air freight