ACCEPTANCE: THIS PURCHASE ORDER INCORPORATING THESE TERMS AND CONDITIONS BECOMES A BINDING CONTRACT ON THE TERMS SET FOURTH HEREIN, WHEN IT IS ACCEPTED BY ACKNOWLEDGMENT OR COMMENCEMENT OF PERFORMANCE SAID PURCHASE ORDER CAN BE SO ACCEPTED ONLY ON THE EXACT TERMS HEREIN SET FORTH (INCLUDING THE MODES OF ACCEPTANCE SPECIFIED IN THE IMMEDIATELY PRECEDING SENTENCE) AND NO TERMS WHICH ARE IN ANY MANNER WHATSOEVER ADDITIONAL TO OR DIFFERENT FROM THOSE HEREIN SET FORTH SHALL BECOME A PART OF OR IN ANY WAY ALTER THE AFOREMENTIONED CONTRACT
2. ENTIRE AGREEMENT REMEDIES: NON-WAIVER This Purchase Order, as the same may be amended or modified in writing, and any documents referred to or incorporated therein (including these Terms) supersede all prior understanding, transactions and communications, or writing with respect to the matter referred to therein. The remedies of the Buyer under this Purchase order are cumulative and are in addition to any other remedies provided by law. No delay or failure on the part of the Buyer in exercising any rights under this Purchase Order, and no partial or single exercise thereof, shall constitute a waiver of such rights or of any rights hereunder.
3. CHANGES: Buyer may at any time, in the manner described hereinafter, and without notice to sureties, make changes within the general scope of this Purchase Order in any one or more of the following (i) drawings, designs, or specifications of supplies being specially manufactured for Buyer, (ii) method of shipment or packing, (iii) place of deliver; and (iv) delivery schedules, if any such change causes an increase or decrease in the cost of, or the time required for, performance of this Purchase Order, an equitable adjustment shall be made in the purchase order price or delivery schedule or both, and this Purchase Order shall be modified in writing accordingly. Buyer’s employees have no authority (A) to direct any change affecting (i) above which increases the Purchase Order price except by a change order issued by Buyer’s Purchasing Agent, or (B) to direct any other change affecting (i) through (iv) above except by a change order or other writing issued or signed by Buyer’s Purchasing Agent for its Purchasing Department. Any claim by Seller for adjustment under this clause must be asserted in writing to Buyer’s Purchasing Agent no later than thirty (30) days after the date of receipt by Seller of the change order or other writing referred to above or within such extension of that thirty (30) day period as Buyer, in its sole discretion, may grant at Seller’s request prior to the expiration of said period or any extension thereof. Nothing in this clause shall excuse Seller from proceeding with this Purchase Order as changed.
4. WARRANTY: (A) All goods and labor shall be warranted by the Seller to be of first class material and workmanship and strictly according to sample, if ordered by sample, and merchantable and fitting in all respects for the purpose for which intended. The Seller shall remain liable under this warranty for all damages whether its goods or labor be accepted or rejected in whole or in part, and whether or not installed or used; (B) Notwithstanding anything to the contrary contained herein, it is expressly agreed and understood that the acceptance of this Purchase Order shall constitute a “sale of approval” as defined by the U.C.C. If the goods and labor are approved, such approval shall not in any way be construed as a waiver of any warranties express or implied (C) Without in any wise limiting the foregoing warranty provision, the Seller shall guarantee to the Buyer all his material, equipment and labor on the same manner and to the same extent that the Buyer is required to guarantee such material, equipment and labor to its customers.
5. WARRANTY PRICE: Seller warrants that the prices of the items set forth herein do not exceed those charged by Seller to any other customer purchasing the same items in like or similar quantities.
6. INSPECTION: All items are subject to final inspection and acceptance at destination notwithstanding any payments or inspection at source. Supplies to be furnished hereunder shall be subject to inspection by Buyer and/or Government inspectors upon the premises of the Seller. Seller, without additional cost, shall provide all reasonable facilities and assistance for the safely and convenience of such inspectors. At the time of inspections, Seller shall make available to the inspectors copies of all drawings, specifications and process, preservation and packaging data applicable to the articles ordered herein.
7. SUBCONTRACTING AND ASSIGNMENT: This Purchase Order may not be subcontracted in whole nor assigned, nor may any assignment of any money due or to become due be made by Seller without, in each case the prior written consent of Buyer.
8. DELIVER: (A) Time is of the essence and delivery of performance hereunder must be affected within the time specified or, if none by specified, within a reasonable time after placement of this Purchase Order (B) Material must be delivered prepaid unless specifically marked otherwise on the face of this Purchase Order (C) Buyer’s purchase order number, requisition number and contents must be clearly shown on all packages, boxes crates etc., of each shipment and on all shipping papers pertaining thereto (D) Seller shall be liable for any increase in freight or transportation charges arising from the Sellers failure to follow shipping instructions specified herein (E) When orders permit shipments being made in carload lots, weight equivalent to or above the carload minimum must be placed on the car Seller shall be responsible for any expense or damage due to the under or overloading of the car. Buyer shall not be liable for any charges for boxing, crating or cartage unless specified herein (F) Singed bills of lading, express receipts, or air bills. Showing weight and rate for all shipments must accompany invoices. Packing slip must accompany all shipments.
9. DEFAULT: (A) Buyer may, by written notice of default to Seller, terminate this Purchase Order or any part thereof if Seller (1) fails to deliver the articles, or perform the service, in accordance with delivery schedule specified herein, or any extension thereof, or (2) so fails to make progress as to endanger performance of this Purchase Order; or falls to comply with any of the provisions of this Purchase Order and does not cure such failure within a ten (10) days, or such longer period as Buyer may authorize in writing, after receipt of notice from Buyer specifying such failure, (B) in the event of termination pursuant to this clause Buyer may purchase similar articles elsewhere or secure the manufacture and delivery of the articles by order or otherwise. Seller shall be liable for such excess cost when the delay of Seller in making deliveries is due to causes beyond the control and without the fault or negligence of Seller. No cause shall constitute a basis for excusable delay unless Seller has notified Buyer in writing of the existence of such cause within ten (10) days from the beginning thereof. (C) Buyer may, by written notice, terminate this Purchase Order in whole or in part for default it, in Buyer’s Opinion, seller appears to be insolent or in an unsound financial condition so as to endanger performance.
10. PATENT INDEMNITY: The Seller shall hold harmless the Buyer and its customers from any liabilities or claims of liabilities of any nature arising out of any claims of patent infringement in the performance of work hereunder, and, further the Seller agrees to assume the defense of any suits for infringement of patent, together will all costs and expanses in connection with such litigation.
11. INDEMNIFICATION AND INSURANCE: Seller should be liable for the loss of or damage to Buyer’s or Buyer-further or Government-furnished property while such property is in Seller’s possession Seller agrees to carry fire and extended insurance coverage on all such property and it indemnify and save Buyer harmless from any and all judgments, orders, awards, cost, and expenses, including attorney’s fees and also claims on account of damage to property or bodily injury (including death, which may be sustained by Seller, Seller’s employees, Buyer, Buyer’s employees or third persons, arising out of or in connection with work performed by Buyer on premises occupied or under control of Buyer or Seller)
12. LIENS: All labor, material and equipment delivered or furnished hereunder shall be free of all liens and rights in rem.
13. TITLE: Unless an F.O.B. point is shown on the face hereof, Seller shall have title to and bear the risk of any loss of or damage to the items purchased until they are accepted in conformity with this Purchase Order, and upon such acceptance title shall pass to Buyer and Seller’s responsibility for loss or damage shall cease, except for loss or damaged resulting from Seller’s negligence.
14. TAXES: The prices hereunder include all applicable Federal, State and local taxes in effect on the date of, and during the performance of this Purchase Order. The amounts of any such taxes will be shown separately on the Seller’s invoice.
15. PAYMENT: Upon submission of proper invoices, Seller shall be paid the prices stipulated herein for supplies delivered and accepted, or services rendered and accepted. The sate for calculation of any cash discount offered by the Seller and provided for on the face of this Purchase Order is (i) the date material is received, (ii) the date material is scheduled to be received under this Purchase Order, or (iii) the date an acceptable invoice is received whichever is later.
16. ENVIRONMENTAL, SAFETY, AND HEALTH STATUTES AND REGULATIONS: Seller warrants and certifies that in the performance of this Purchase Order it will comply with all applicable statutes, rules, regulations, and orders of the United States (and of any state of political subdivision thereof) in effect on the date of this Purchase Order, or as such may be amended during the performance of this Purchase Order, which relate to environment, safety or health matter. Additionally, Seller shall comply fully with all requirements of Section 114 of the Clean Air Act, as amended, and Section 308 of the Federal Water Pollution Control Act, as amended. Seller shall insert the substance of this Clause 17 in any nonexempt subcontract. Seller agrees to indemnity and save harmless the Buyer from any claim of whatsoever nature asserted against the Buyer in the event of Seller’s failure to comply with any such statute, rule regulations, or order.
17. COMPLIANCE WITH STATUTES AND REGULATIONS: Seller warrants and certifies that in the performance of this Purchase Order, it will comply with all applications statutes, rules, regulations, and orders of the United States, and of any state or political subdivision thereof including but not limited to laws and regulations governing exports contained in the Export Administration Regulations; the International Traffic in Arms Regulations, including but not limited to the buyer’s completion and adherence to the representations made on a required End Use Certificate under the export Administration Regulation and/or the International Traffic in Arms Regulations, labor, wages, hours and other conditions of employment, applicable price ceilings, if any, and that the articles delivered hereunder shall be produced in compliance with the Fair Labor Standards Act.
18. NOTICE OF LABOR DISPUTE: Whenever Seller has knowledge that nay actual or potential labor dispute is delaying or threatens to delay the timely performance of this Purchase Order, Seller shall immediately give notice thereof, including all relevant information with respect thereto, to Buyer. Seller shall insert this substance of this clause, including this sentence, in any subcontract hereunder as to which a labor dispute may delay the timely performance of this Purchase Order, except that any subcontractor need give the required notice and information only to its next higher-tier subcontractor.
19. GOVERNING LAW: This Purchase Order and the performance of the parties hereunder shall be construed in accordance with and governed by the law of the State of Connecticut or other such jurisdiction as may be appropriate due to the domicile of BNL Industries, Inc.
20. BNL Industries, Inc. customer contract or purchase orders shall take precedence in disputes. This shall include any other existing documentation including but not limited to, specifications, instructions, requirements and/or drawings. BNL Industries, Inc. shall be notified immediately in the event of such conflicts. The Subcontractor may not continue processing the contract until disposition by BNL Industries, Inc.
21. It is the responsibility of the vendor to notify BNL Industries Inc, of any non-conforming material or parts prior to shipment. The material or parts must remain on hold. BNL Industries, Inc. will instruct the subcontractor how to proceed.
(a) Definitions. As used in this clause—
Commercially available off-the-shelf (COTS) item—
(1) Means any item of supply that is—
(i) A commercial item (as defined in paragraph (1) of the definition at 2.101);
(ii) Sold in substantial quantities in the commercial marketplace; and
(iii) Offered to the Government, without modification, in the same form in which it is sold in the commercial marketplace; and
(2) Does not include bulk cargo, as defined in 46 U.S.C. 40102(4), such as agricultural products and petroleum products. Per 46 CFR 525.1(c)(2), “bulk cargo” means cargo that is loaded and carried in bulk onboard ship without mark or count, in a loose unpackaged form, having homogenous characteristics. Bulk cargo loaded into intermodal equipment, except LASH or Seabee barges, is subject to mark and count and, therefore, ceases to be bulk cargo.
Employee assigned to the contract means an employee who was hired after November 6, 1986 (after November 27, 2009, in the Commonwealth of the Northern Mariana Islands), who is directly performing work, in the United States, under a contract that is required to include the clause prescribed at 22.1803. An employee is not considered to be directly performing work under a contract if the employee—
(1) Normally performs support work, such as indirect or overhead functions; and
(2) Does not perform any substantial duties applicable to the contract.
Subcontract means any contract, as defined in 2.101, entered into by a subcontractor to furnish supplies or services for performance of a prime contract or a subcontract. It includes but is not limited to purchase orders, and changes and modifications to purchase orders.
Subcontractor means any supplier, distributor, vendor, or firm that furnishes supplies or services to or for a prime Contractor or another subcontractor.
United States, as defined in 8 U.S.C. 1101(a)(38), means the 50 States, the District of Columbia, Puerto Rico, Guam, the Commonwealth of the Northern Mariana Islands and the U.S. Virgin Islands.
(b) Enrollment and verification requirements. (1) If the Contractor is not enrolled as a Federal Contractor in E-Verify at time of contract award, the Contractor shall—
(i) Enroll. Enroll as a Federal Contractor in the E-Verify program within 30 calendar days of contract award;
(ii) Verify all new employees. Within 90 calendar days of enrollment in the E-Verify program, begin to use E-Verify to initiate verification of employment eligibility of all new hires of the Contractor, who are working in the United States, whether or not assigned to the contract, within 3 business days after the date of hire (but see paragraph (b)(3) of this section); and
(iii) Verify employees assigned to the contract. For each employee assigned to the contract, initiate verification within 90 calendar days after date of enrollment or within 30 calendar days of the employee's assignment to the contract, whichever date is later (but see paragraph (b)(4) of this section).
(2) If the Contractor is enrolled as a Federal Contractor in E-Verify at time of contract award, the Contractor shall use E-Verify to initiate verification of employment eligibility of—
(i) All new employees. (A) Enrolled 90 calendar days or more. The Contractor shall initiate verification of all new hires of the Contractor, who are working in the United States, whether or not assigned to the contract, within 3 business days after the date of hire (but see paragraph (b)(3) of this section); or
(B) Enrolled less than 90 calendar days. Within 90 calendar days after enrollment as a Federal Contractor in E-Verify, the Contractor shall initiate verification of all new hires of the Contractor, who are working in the United States, whether or not assigned to the contract, within 3 business days after the date of hire (but see paragraph (b)(3) of this section); or
(ii) Employees assigned to the contract. For each employee assigned to the contract, the Contractor shall initiate verification within 90 calendar days after date of contract award or within 30 days after assignment to the contract, whichever date is later (but see paragraph (b)(4) of this section).
(3) If the Contractor is an institution of higher education (as defined at 20 U.S.C. 1001(a)); a State or local government or the government of a Federally recognized Indian tribe; or a surety performing under a takeover agreement entered into with a Federal agency pursuant to a performance bond, the Contractor may choose to verify only employees assigned to the contract, whether existing employees or new hires. The Contractor shall follow the applicable verification requirements at (b)(1) or (b)(2), respectively, except that any requirement for verification of new employees applies only to new employees assigned to the contract.
(4) Option to verify employment eligibility of all employees. The Contractor may elect to verify all existing employees hired after November 6, 1986 (after November 27, 2009, in the Commonwealth of the Northern Mariana Islands), rather than just those employees assigned to the contract. The Contractor shall initiate verification for each existing employee working in the United States who was hired after November 6, 1986 (after November 27, 2009, in the Commonwealth of the Northern Mariana Islands), within 180 calendar days of—
(i) Enrollment in the E-Verify program; or
(ii) Notification to E-Verify Operations of the Contractor's decision to exercise this option, using the contact information provided in the E-Verify program Memorandum of Understanding (MOU).
(5) The Contractor shall comply, for the period of performance of this contract, with the requirements of the E-Verify program MOU.
(i) The Department of Homeland Security (DHS) or the Social Security Administration (SSA) may terminate the Contractor's MOU and deny access to the E-Verify system in accordance with the terms of the MOU. In such case, the Contractor will be referred to a suspension or debarment official.
(ii) During the period between termination of the MOU and a decision by the suspension or debarment official whether to suspend or debar, the Contractor is excused from its obligations under paragraph (b) of this clause. If the suspension or debarment official determines not to suspend or debar the Contractor, then the Contractor must reenroll in E-Verify.
(c) Web site. Information on registration for and use of the E-Verify program can be obtained via the Internet at the Department of Homeland Security Web site: http://www.dhs.gov/E-Verify.
(d) Individuals previously verified. The Contractor is not required by this clause to perform additional employment verification using E-Verify for any employee—
(1) Whose employment eligibility was previously verified by the Contractor through the E-Verify program;(2) Who has been granted and holds an active U.S. Government security clearance for access to confidential,secret, or top secret information in accordance with the National Industrial Security Program Operating Manual; or
(3) Who has undergone a completed background investigation and been issued credentials pursuant to Homeland Security Presidential Directive (HSPD)-12, Policy for a Common Identification Standard for Federal Employees and Contractors.
(e) Subcontracts. The Contractor shall include the requirements of this clause, including this paragraph (e) (appropriately modified for identification of the parties), in each subcontract that—
(1) Is for—(i) Commercial or noncommercial services (except for commercial services that are part of the purchase of a COTS item (or an item that would be a COTS item, but for minor modifications), performed by the COTS provider, and are normally provided for that COTS item); or
(2) Has a value of more than $3,000; and
(3) Includes work performed in the United States.