|
We Got
You
Covered.
ISO 9001:2008 Certified
|
|
SWIFT TEXTILE METALIZING LLC
TERMS AND CONDITIONS OF PURCHASE
-
Applicability:
These terms and conditions are deemed to be incorporated into every purchase
order issued by Swift Textile Metalizing LLC (“Buyer”) whether or not the
purchase order makes specific reference to these terms and conditions. The
term “Seller” as used herein means the party to whom Buyer has issued a
purchase order. Acceptance of a purchase order issued by Buyer constitutes
Seller’s agreement to all of these terms and conditions, except to the
extent that the face of the purchase order expressly provides to the
contrary. The purchase order issued by Buyer, together with these terms and
conditions, constitutes the entire and sole agreement between Buyer and
Seller with respect to the goods or services referred to in the purchase
order. Any terms or conditions proposed by Seller that are inconsistent
with, or in addition to, the terms and conditions of purchase herein
contained shall be void and of no effect. To be effective against Buyer,
any modification of these terms and conditions, other than on the face of
the purchase order, must be agreed to by an authorized representative of
Buyer in a writing that makes specific reference to these terms and
conditions. When used herein, the terms this “order,” an “order” and
“orders” refer to the purchase order that Buyer has issued to Seller,
together with these terms and conditions.
If this order shows on its
face that it is placed under a Government contract or a subcontract or if
Buyer otherwise notifies Seller that this order is placed under a Government
contract or a subcontract certain clauses of the Federal Acquisition
Regulation (FAR) (48 CFR Chapter 2) and the Department of Defense FAR
Supplement (DFARS) apply. These clauses are incorporated herein by
reference, and they are contained as an attachment to this order.
-
Delivery; Notice of Labor Disputes or Other
Excusable or Non-Excusable Delays:
Time is and shall remain of the essence of
this order. No acts of Buyer, including acceptance of late deliveries,
shall constitute waiver of this provision. Buyer also reserves the right to
refuse or return, at Seller’s risk and expense, late shipments, or shipments
made in excess of Buyer’s orders or in advance of required schedules or (if
such shipments are not refused or returned) to defer payment on such
deliveries until scheduled delivery dates. Seller shall notify Buyer
immediately, in writing, of any actual or potential labor dispute or other
cause that delays or threatens to delay the timely performance of this
order. In such event, Seller will update Buyer regarding delivery status
from time to time, as necessary to fully inform Buyer of the status of all
delays and the anticipated date of delivery. No such notice shall relieve
or modify Seller’s obligation to render timely performance in accordance
with the terms of this order.
-
Packing, Marking, Shipping, Packing Slips:
Seller shall pack, mark and ship all goods in
accordance with the requirements of this purchase order and good commercial
practices, and in a manner which will permit the securing of the best
transportation rates. Damage to any article resulting from improper
packaging will be charged to the Seller. No additional charges will be
allowed for containers, crating, boxing, bundling, dunnage, drayage, storage
or transportation thereof, unless stated in this purchase order.
-
Specifications, Warranty, Inspection:
Goods made in accordance with Buyer’s specifications or drawings shall not
be furnished or quoted to any other person or concern without the prior
written consent of Buyer. In case of ambiguity in the specifications,
drawings or other requirements of this order, Seller shall, before
proceeding, consult Buyer, whose written interpretation shall be final.
Seller warrants that all goods delivered or services rendered pursuant to
this order shall be free of defects in workmanship, materials and design,
and shall be in accordance in all respects with the design and, where
applicable, the performance specifications, drawings and/or samples
specified by Buyer. These warranties shall survive acceptance and payment.
Seller shall be liable for and save Buyer harmless from any loss, damage or
expense whatsoever that Buyer may suffer from breach of any of these written
warranties. Seller shall provide Buyer with written certification that the
raw materials utilized in the production of Buyer's goods are in full
compliance with Buyer's specifications. Buyer shall have the right to
inspect all goods before and after delivery but no such inspection shall
relieve Seller of any obligation pertaining to this order. Seller shall
provide Buyer with adequate facilities to perform an accurate inspection of
the goods. Goods may be rejected by Buyer for nonconformance with Buyer's
specifications. In addition to all other rights and remedies available to
it, Buyer may require Seller to replace rejected goods or Buyer may accept
any goods that conform to Seller’s warranties and upon discovery of goods
not so conforming may reject or keep and rework any such goods not so
conforming. Cost of rework, inspection, transportation, repackaging, and/or
re-inspection by Buyer shall be at Seller’s expense. Seller, at its
expense, shall provide and maintain an inspection system that complies with
all specifications stated in this order or, in the absence of such
specifications, an inspection system that is acceptable to Buyer. Seller
shall maintain complete inspection records for all goods including, without
limitation, the results of such inspections and the disposition of
non-conforming or rejected goods.
-
Buyer’s Property:
All specifications, drawings, tools, jigs, dies, fixtures, materials and
other items supplied by Buyer or paid for by Buyer pursuant to the terms of
this order shall be and remain the property of Buyer (or of the United
States Government if such is the case) and Seller shall clearly identify
such items as the property of Buyer. Buyer shall have the right to enter
Seller’s premises and to remove them at any time without being guilty of
trespass and without liability to Seller for damages of any sort. All such
items shall be treated as confidential and proprietary to Buyer and shall be
used only in the performance of work under this order, unless prior written
consent has been given by an authorized representative of Buyer. The
provisions of this Section 4 hereinabove set forth shall survive delivery
and payment for the goods or services referred to in this order, and shall
remain in full force until all said items are delivered to Buyer or
otherwise disposed of with Buyer’s written consent. Such property shall be
and remain free of all liens or claims by Seller or any third party, and
Seller shall, without limitation as to time, indemnify and save Buyer
harmless from and against all liens or claims that may be asserted against
said property. The obligations of this Section shall survive the completion
of performance and expiration or termination of this order.
-
Proprietary Rights:
All information (including
materials that contain information) relating to this purchase order or to
the goods or services to be provided hereunder which has been disclosed to
Seller by or on behalf of Buyer (whether such information is owned by Buyer
or by any other entity with whom Buyer is doing business) or which will be
developed in the course of Seller's performance under this purchase order
specifically for Buyer (collectively referred to as "Information"), has been
and will be received and held by Seller in confidence. Such Information
includes, but is not limited to, trade secrets, drawings, plans, designs,
specifications, manufacturing, research and development data, inventions,
know-how, processes, procedures, costs, suppliers, methods, sales, customer
information and lists, financial data and business plans. Seller will not
disclose the Information to others and will not use the Information for any
purpose other than for the direct benefit of Buyer. Seller will acquire no
right in or to such Information, which shall remain the sole property of
Buyer, and Seller will promptly return the Information to Buyer and
discontinue all use of the Information upon expiration or termination of
this purchase order or at Buyer's written request.
-
Subcontracting:
None of the work under this order shall be
subcontracted without the prior written consent of Buyer.
-
Changes:
Buyer shall have the right by written change order from time to time to make
changes in the services rendered or the goods to be furnished by Seller
hereunder. If such changes cause an increase or decrease in cost of the
performance of this order, or in the time required for its performance, an
equitable adjustment shall be negotiated and this order shall be modified in
writing accordingly. Any claim by Seller for adjustment under this Section
7 must be asserted in writing within 30 days from the date of receipt by
Seller of notification of the change and shall be followed as soon as
practicable with specification of the amount claimed, together with
supporting cost figures.
9.
Termination; Breach of Contract; Damages:
Buyer
may, by notice in writing, cancel this order or direct Seller to discontinue
work under this order in whole or in part at any time. Cancellation of any
undelivered portion of this order by Buyer shall be accomplished by giving
written notice to Seller. In the event of Seller’s actual or anticipated
default (as reasonably determined by Buyer or as disclosed to Buyer by Seller)
in the performance of this order, Seller agrees, in addition to and not in lieu
of all other remedies available to Buyer, to deliver to Buyer upon demand all
raw materials acquired by Seller in order to perform under this order and all
work in process and Buyer may at its option (i) complete the work, deducting the
cost of completion, and all costs and expenses incurred by Buyer as a result of
Seller’s default, from the price, or in the alternative, (ii) pay to Seller,
Seller's cost of such raw materials and the fair value, taking into account the
degree of completion and Buyer's ability to timely complete the work, to Buyer,
if any, of such work in process. Payment for completed Goods delivered or
rendered to and accepted by Buyer after the partial or entire termination of
this Order shall be in an amount agreed upon by Supplier and Buyer but Supplier
shall not withhold such Goods or fail to perform any other obligation to Buyer
as a result of the failure of Supplier and Buyer to agree on such amount. Buyer
may withhold from amounts otherwise due Supplier for such completed Goods or
contract materials such sums as Buyer determines to be necessary to protect
Buyer against loss because of outstanding liens or claims or for any other
reason. In addition, Seller’s insolvency or cessation of normal business
operations, or the filing of a voluntary or involuntary petition in bankruptcy
by or against Seller, or the making by Seller of an assignment for the benefit
of its creditors, shall be a material breach of this order. In the event of any
breach or anticipatory breach of this order, Buyer shall have, in addition to
and not in lieu of any of the provisions of this order, any and all other rights
and remedies that the law provides to Buyer for failure of the Seller to perform
in accordance with the provisions of this order, including the right to recover
all damages incurred or sustained by Buyer by reason of Seller’s default. In no
event shall Seller be entitled to lost or anticipatory profits, or to special or
consequential damages. Failure of Buyer to enforce any if its rights under this
order shall not constitute a waiver of such rights or of any other rights.
-
Assignment:
Seller may not assign monies due or to become
due under this order without the prior written consent of Buyer, which
consent may be withheld in Buyer's sole discretion, except in the case of an
accounts receivable financing arrangement secured by all or substantially
all of Seller’s accounts receivable. In any case, assigned accounts shall
be subject to set off, recoupment, or other claim of Buyer against Seller,
whether or not arising from this order and Buyer shall have no obligation to
the assignee unless otherwise consented to by Buyer in writing.
-
Taxes:
The prices stated on the face of the purchase
order include all local, state and federal excise, sales and use taxes. All
such taxes shall, when applicable, be separately identified on Seller’s
invoice.
-
Compliance with Laws:
Seller warrants that the goods to be
furnished and the services to be rendered under this order shall be
manufactured and sold in compliance with all relevant Federal, state, and
local laws and regulations. In accepting this order, Seller represents and
warrants that the goods and/or services to be furnished hereunder were or
will be produced in compliance with the requirements of the Fair Labor
Standards Act of 1938, as amended, and the Executive Orders and regulations
issued pursuant thereto.
-
Indemnity Against Claims:
Seller shall defend, indemnify and hold Buyer
harmless against all losses on account of claims of injury to persons
(including death) or damage to property which may result in any way from any
act or omission of Seller or of its agents, employees or subcontractors.
Seller shall also maintain such Public Liability, Property Damage,
Employee’s Liability and Compensation insurance and Motor Vehicle Liability
insurance (Personal Injury and Property Damage), as will protect Seller (and
its permitted subcontractors) and Buyer from said risk and from any claims
under any applicable Workers’ Compensation or Occupational Health and Safety
statute or regulation.
-
Applicable Law:
This order is to be governed by, construed
and enforced in accordance with the laws of the State of Connecticut,
without regard to its conflicts of laws rules and principles.
US GOVERNMENT
CONTRACT PROVISIONS
When the goods furnished are for use in connection with a United States
Government (“Government”) contract or subcontract (as indicated on the face of
the purchase order), the additional provisions set forth hereinafter shall
apply, in addition to the above provisions.
The foregoing FAR
and DFARS clauses, as in effect as of the date of this order,
are hereby made applicable to this order pursuant to the requirements of the
government contract or subcontract underlying this order provided that
clauses identified as being applicable to orders in excess of a specified value
apply only to such orders, and are incorporated
into this order by reference as if given in full text, subject to the following
definitions, which will have the meanings indicated in each of the following
FAR and DFARS clauses, unless the context indicates otherwise:
a.
"Contract" means this order.
b.
"Contractor" means Seller.
c.
"Contracting Officer" means Buyer.
d.
"Government" means Buyer.
e.
"Subcontractor" means Seller.
f.
“Supplies” means Goods.
-
Inspection:
The Seller shall provide and maintain an inspection system acceptable to the
Government for goods and services covered by this order and shall be in
accordance with FAR 52.246-2. Materials to be used in the performance of
Government contracts may be inspected and tested by Buyer or by the
Government agency concerned at all reasonable times and places either
before, during, or after manufacture at Buyer’s direction. If inspection
and test are made on the premises of Seller or Seller’s subcontractor,
Seller shall furnish without additional charge all reasonable facilities and
assistance for the safe and convenient inspection and tests required by the
inspectors and the performance of their duty. The foregoing provisions of
this Section 17 are supplementary to and not in lieu of or in derogation of
the provisions of Section 6 above.
-
Annual Supplier Certification:
Seller shall sign, date and promptly return
to Buyer an Annual Supplier Certification when furnished by Buyer that
certifies Seller’s compliance with certain requirements under the Federal
Acquisition Regulations (FAR) and/or Defense Federal
Acquisition Supplement (DFARS), in effect as of the date of this order.
|
NUMBER |
FAR/DFARS
CLAUSE / TITLE |
|
|
|
ALL ORDERS
|
|
|
52.202-1 |
Definitions |
|
52-203-2 |
Certificate of Independent Price Determination
|
|
52.204-2 |
Security
Requirements |
|
52.209-5 |
Certification
Regarding Debarment, Suspension, Proposed Debarment and other
Responsibility Matter |
|
52.211-5 |
Material
Requirement |
|
52.211-14 |
Notice of
Priority Rating for National Defense Use |
|
52.211-15 |
Defense
Priority and Allocation Requirements |
|
52.215-2 |
Audit and
Records - Negotiation |
|
52.215-11 |
Price Reduction
for Defective Cost or Pricing Data-Modifications |
|
52.215-12 |
Subcontractor
Cost or Pricing Data |
|
52.215-13 |
Subcontractor
Cost or Pricing Data-Modifications |
|
52.215-14 |
Integrity of
Unit Prices - Alternative I |
|
52.215-15 |
Pension
Adjustments and Asset Reversions |
|
52.215-20 |
Requirements
for Cost or Pricing Data or Information Other than Cost or Pricing
Data (Alternate II) |
|
52.222-25 |
Affirmative Action Compliance |
|
52.223-3 |
Hazardous
Material Identification and Material Safety Data |
|
52.223-11 |
Ozone-Depleting
Substances |
|
52-227-1 |
Authorization
and Consent |
|
52.243-1 |
Changes-Fixed
Price |
|
52.244-6 |
Subcontracts
for Commercial Items |
|
52.245-2 |
Government
Property (Fixed-Price Contracts) |
|
52.246-23 |
Limitation of
Liability |
|
52.247-63 |
Preference for
U.S.-Flag Air Carriers |
|
52.247-64 |
Preference for
Privately Owned U.S.-Flag Commercial Vessels |
|
52.249-2 |
Termination for
Convenience of the Government (Fixed Price) |
|
52.249-8 |
Default (Fixed
Price Supply and Service) |
|
252.204-7000 |
Disclosure of
Information |
|
252.223-7001 |
Hazard Warning
Labels |
|
252.225-7001 |
Buy American
Act and Balance of Payments Program |
|
252.225-7013 |
Duty-Free Entry
|
|
252.225-7014 |
Preference for
Domestic Specialty Metals (Alternate I) |
|
252.227-7013 |
Rights in
Technical Data-Noncommercial Items |
|
252.244-7000 |
Subcontracts
for Commercial Items and Commercial Components DoD Components |
|
|
|
|
APPLICABLE
WHEN ORDER IS GREATER THAN $2,500 |
|
52.203-3 |
Gratuities |
|
52.222-39 |
Notification of
Employee rights concerning Payment of Union Dues or Fees |
|
52.225-13 |
Restrictions on
Certain Foreign Purchases |
|
52.227-2 |
Notice and
Assistance Regarding Patent and Copyright Infringement |
|
52.242-13 |
Bankruptcy |
|
52.244-5 |
Competition in
Subcontracting |
|
52.246-2 |
Inspection of
Supplies - Fixed Price |
|
52.246-4 |
Inspection of
Services - Fixed Price |
|
252.203-7001 |
Prohibition on
Persons Convicted of Fraud or other Defense Contract related
Felonies |
|
252.247-7023 |
Transportation
of Supplies by Sea |
|
252.247-7024 |
Notification of
Transportation of Supplies by Sea |
|
|
|
APPLICABLE WHEN ORDER IS GREATER THAN $10,000
|
|
52.222-21 |
Prohibition of
Segregated Facilities |
|
52.222-22 |
Previous
Contracts & Compliance Report |
|
52.222-26 |
Equal
Opportunity |
|
52.222-36 |
Affirmative
Action for Workers with Disabilities |
|
|
|
APPLICABLE WHEN ORDER IS GREATER THAN $25,000
|
|
52.209-6 |
Protecting the
Government's Interest When Subcontracting with Contractors Debarred,
Suspended or Proposed for Debarment |
|
52.222-35 |
Equal
Opportunity for Special Disabled Veterans of the Vietnam Era and
other Eligible Veterans |
|
52.222-37 |
Employment
Reports for Disabled Veterans and Veterans of the Vietnam Era and
other Eligible Veterans |
|
|
|
APPLICABLE WHEN ORDER IS GREATER THAN $100,000
|
|
52.203-6 |
Restrictions on
Subcontractor Sales to the Government |
|
52.203-7 |
Anti-kickback
Procedures |
|
52.203-11 |
Certification &
Disclosure Regarding Payments to Influence Certain Federal
Transactions |
|
52.203-12 |
Limitation on
Payments to Influence Certain Federal Transactions |
|
52.246-24 |
Limitation of
Liability - High Value Item |
|
52.248-1 |
Value
Engineering |
The
full text of FAR and DFARS clauses may be accessed electronically
at the following Internet websites:
FAR:
http://www.arnet.gov/far, and DFARS:
http://www.acq.osd.mil/dpap/dars/dfars/index.htm
F-7.4-11 STM Terms And Conditions of
Purchase
4/23/2008
Terms & Conditions
of Sale |
Terms and Conditions of Purchase
|
|
