The parties hereby incorporate the requirements of 41 C.F.R. § 60-1.4(a) and 29 C.F.R. § 471, Appendix A to Subpart A, if applicable. This contractor and subcontractor shall abide by the requirements of 41 CFR 60-300.5(a) and 41 CFR 60-741.5(a), if applicable. These regulations prohibit discrimination against qualified protected veterans and qualified individuals with disabilities, and require affirmative action by covered prime contractors and subcontractors to employ and advance in employment qualified protected veterans and qualified individuals with disabilities.
1. SHIPMENTS AND INVOICES
All shipments must be accompanied by a packing list identifying the purchase order number, In-Situ part number (if applicable), brief description and/or manufacturer's part number(s) of the item(s) contained in the shipment, and quantity shipped. Likewise, all invoices must provide the same information. Terms of payment, which apply per the In-Situ and Seller's agreement, will be used. If payment terms are not negotiated, terms stated on invoice will apply. Payment discounts will be calculated from the date material is received at In-Situ's plant or the date the invoice is received, whichever is later. Transportation
charges prepaid by Seller and charged to In-Situ must be separately stated on the invoice and supported by receipt of transportation bills.
2. DELIVERY SCHEDULES
Deliveries in advance of the specified delivery date or dates may, at In-Situ's option, be returned to Seller at Seller's risk and expense or In-Situ may, at its option, defer payment until after the specified delivery date or dates, and in accordance with payment terms provided for herein.
3. CONTINGENCIES
Either party without liability to the other party may suspend performance of any obligation under this contract by promptly notifying the other party of the nature, and estimated duration of, the suspension period in case of act of God, war, riots, fire, explosion, flood, strike, lock-out, injunction, inability to obtain fuel or power, national defense requirements, or any cause beyond the control of such party, preventing the manufacture, shipment, acceptance, or consumption of a shipment of the goods or of a material upon which manufacture of the goods is dependent. At In-Situ's option, the period specified for delivery of goods hereunder shall be extended by the period of delay occasioned by any such extension and deliveries omitted (or portions thereof) shall be made during such extension, or the total quantity ordered hereunder shall be reduced by the deliveries affected by the suspension of such performance, but the contract shall otherwise remain unaffected.
4. WARRANTY
Seller warrants title and that all goods shall be of good quality and workmanship and free from defects, and shall conform to the drawings, specifications, descriptions and samples furnished or specified by In-Situ.These warranties shall run to In-Situ, its successors, assigns, customers, and users of the goods. Seller agrees, at its own expense and whenever and as often as requested by In-Situ, to furnish and deliver to In-Situ satisfactory evidence showing that each of said drawings and specifications have been fully and completely compiled with and that the goods supplied hereunder fully and completely conform to such specifications. In addition to remedies otherwise available to In-Situ, Seller agrees, if requested by In-Situ, to replace, repair, or make good, at its cost, any defective or damaged goods furnished by Seller, for a period of one year after date of acceptance by In-Situ.
5. CANCELLATION
Failure to deliver goods of the quality or within the time or times specified by this contract shall, at the option of In-Situ, permit it to cancel this contract in whole or in part and relieve it of any obligation to accept and pay for such goods as well as any undelivered shipments if there be any. Any failure by In-Situ to exercise its option with respect to any shipment of goods shall not be deemed to constitute a waiver with respect to subsequent shipments.
6. REJECTED GOODS
In-Situ shall give written notice to Seller of any rejection of goods, and goods rejected will, at Seller's expense, be returned to Seller or otherwise disposed of as Seller may reasonably request. Payment for the goods prior to inspection and approval shall not constitute acceptance thereof.
7. CHANGES IN SPECIFICATIONS AND DELIVERY DATES
In-Situ reserves the right to change any specifications, drawings, and delivery dates. Any difference in contract price required by such changes shall be equitably adjusted and this contract shall be modified in
writing accordingly.
8. IN-SITU'S PROPERTY
All tooling, patterns, dies, gauges, jigs, fixtures, and all specifications, drawings, samples and other items furnished by In-Situ to Seller in connection with this contract shall be kept confidential, shall only be used in the performance of work for In-Situ, shall remain the property of In-Situ and, together with all copies thereof, shall be disposed of at In-Situ's direction and expense on the cancellation, termination or expiration of this contract. Seller assumes risk of loss and damage to said items while in its possession or under its control, except as otherwise specified in this contract. Seller shall notify In-Situ promptly whenever any items of In-Situ's property are in need of repair or replacement.
9. PATENTS AND COPYRIGHTS
Except where manufactured according to design and drawings furnished by In-Situ, Seller warrants that In-Situ's purchase, use or sale of the goods furnished under this contract in the form in which furnished to In-Situ, will not infringe any valid United States or foreign patent or copyright, and Seller agrees to defend any claim, action or suit that may be brought against In-Situ for patent or copyright infringement by reason of In-Situ's purchase, use or sale of such goods, and Seller also agrees to indemnify In-Situ and hold In-Situ harmless against all judgments, decrees, damages, costs and expenses recovered against In-Situ or sustained by In-Situ on account of any such actual or alleged infringement.
10. INSURANCE
If Seller's performance requires Seller, its employees, agents or representatives to perform services or labor in the plants or on the premises of In-Situ, its agents, customers, or users, Seller agrees to indemnify and hold harmless In-Situ against all claims and liabilities for injury or damage to person or property arising out of such performance by Seller. Seller shall furnish In-Situ, upon demand, insurance carrier's certificate showing that Seller has adequate Public Liability and Property Damage insurance coverage, setting forth the amount of coverage, policy number and date of expiration.
11. COMPLIANCE WITH LAWS
Seller represents and warrants that no federal, state, or local laws or regulations have been or will be violated in the manufacture, sale or delivery of any goods or service sold hereunder. Seller further agrees to comply with the provisions of the Fair Labor Standards Act of 1938, and all amendments thereto, and Subparagraphs I through 7 of Section 202 of Executive Order 11246, the text of which Is hereby incorporated by reference. In the event the contract resulting from this order is, in fact, a subcontract under any prime contract with the United States Government or any agency or instrumentally thereof, Seller further agrees to comply with all applicable provisions of the Walsh-Healey Public Contracts Act. Seller agrees to furnish In-Situ a certificate of compliance with any such laws in such form as may be required. If Seller shall perform services on the premises of In-Situ, its agents or customers, Seller agrees to and shall furnish In-Situ satisfactory evidence of compliance with all such laws and regulations including, but not limited to, all taxes on payroll or contributions on account of social security, unemployment insurance and federal or state workmen's compensation. Seller further agrees to indemnify and save harmless In-Situ, its agents or customers against any claim, suit or demand and all costs, damages or expense incident thereto, arising out of the failure to pay for such compensation, taxes or contributions.
12. ASSIGNMENT AND SETOFF
Seller may not assign its rights or delegate its performance hereunder without the prior consent of In-Situ, and any attempted assignment or delegation without prior written consent of In-Situ shall be void. In-Situ shall be entitled at all times to setoff any amount owing from Seller or its affiliated companies to In-Situ against any amount payable to Seller.
13. MISCELLANEOUS
This contract is to be construed according to the laws of the State of Wyoming. This document constitutes the full understanding of the parties, and, subject to the provisions of paragraph 6, no terms, conditions, understanding or agreement purporting to modify or vary the items of this document shall be binding unless hereafter made in writing and signed by both parties.
1. SHIPMENTS AND INVOICES
All shipments must be accompanied by a packing list identifying the purchase order number, In-Situ part number (if applicable), brief description and/or manufacturer's part number(s) of the item(s) contained in the shipment, and quantity shipped. Likewise, all invoices must provide the same information. Terms of payment, which apply per the In-Situ and Seller's agreement, will be used. If payment terms are not negotiated, terms stated on invoice will apply. Payment discounts will be calculated from the date material is received at In-Situ's plant or the date the invoice is received, whichever is later. Transportation
charges prepaid by Seller and charged to In-Situ must be separately stated on the invoice and supported by receipt of transportation bills.
2. DELIVERY SCHEDULES
Deliveries in advance of the specified delivery date or dates may, at In-Situ's option, be returned to Seller at Seller's risk and expense or In-Situ may, at its option, defer payment until after the specified delivery date or dates, and in accordance with payment terms provided for herein.
3. CONTINGENCIES
Either party without liability to the other party may suspend performance of any obligation under this contract by promptly notifying the other party of the nature, and estimated duration of, the suspension period in case of act of God, war, riots, fire, explosion, flood, strike, lock-out, injunction, inability to obtain fuel or power, national defense requirements, or any cause beyond the control of such party, preventing the manufacture, shipment, acceptance, or consumption of a shipment of the goods or of a material upon which manufacture of the goods is dependent. At In-Situ's option, the period specified for delivery of goods hereunder shall be extended by the period of delay occasioned by any such extension and deliveries omitted (or portions thereof) shall be made during such extension, or the total quantity ordered hereunder shall be reduced by the deliveries affected by the suspension of such performance, but the contract shall otherwise remain unaffected.
4. WARRANTY
Seller warrants title and that all goods shall be of good quality and workmanship and free from defects, and shall conform to the drawings, specifications, descriptions and samples furnished or specified by In-Situ.These warranties shall run to In-Situ, its successors, assigns, customers, and users of the goods. Seller agrees, at its own expense and whenever and as often as requested by In-Situ, to furnish and deliver to In-Situ satisfactory evidence showing that each of said drawings and specifications have been fully and completely compiled with and that the goods supplied hereunder fully and completely conform to such specifications. In addition to remedies otherwise available to In-Situ, Seller agrees, if requested by In-Situ, to replace, repair, or make good, at its cost, any defective or damaged goods furnished by Seller, for a period of one year after date of acceptance by In-Situ.
5. CANCELLATION
Failure to deliver goods of the quality or within the time or times specified by this contract shall, at the option of In-Situ, permit it to cancel this contract in whole or in part and relieve it of any obligation to accept and pay for such goods as well as any undelivered shipments if there be any. Any failure by In-Situ to exercise its option with respect to any shipment of goods shall not be deemed to constitute a waiver with respect to subsequent shipments.
6. REJECTED GOODS
In-Situ shall give written notice to Seller of any rejection of goods, and goods rejected will, at Seller's expense, be returned to Seller or otherwise disposed of as Seller may reasonably request. Payment for the goods prior to inspection and approval shall not constitute acceptance thereof.
7. CHANGES IN SPECIFICATIONS AND DELIVERY DATES
In-Situ reserves the right to change any specifications, drawings, and delivery dates. Any difference in contract price required by such changes shall be equitably adjusted and this contract shall be modified in
writing accordingly.
8. IN-SITU'S PROPERTY
All tooling, patterns, dies, gauges, jigs, fixtures, and all specifications, drawings, samples and other items furnished by In-Situ to Seller in connection with this contract shall be kept confidential, shall only be used in the performance of work for In-Situ, shall remain the property of In-Situ and, together with all copies thereof, shall be disposed of at In-Situ's direction and expense on the cancellation, termination or expiration of this contract. Seller assumes risk of loss and damage to said items while in its possession or under its control, except as otherwise specified in this contract. Seller shall notify In-Situ promptly whenever any items of In-Situ's property are in need of repair or replacement.
9. PATENTS AND COPYRIGHTS
Except where manufactured according to design and drawings furnished by In-Situ, Seller warrants that In-Situ's purchase, use or sale of the goods furnished under this contract in the form in which furnished to In-Situ, will not infringe any valid United States or foreign patent or copyright, and Seller agrees to defend any claim, action or suit that may be brought against In-Situ for patent or copyright infringement by reason of In-Situ's purchase, use or sale of such goods, and Seller also agrees to indemnify In-Situ and hold In-Situ harmless against all judgments, decrees, damages, costs and expenses recovered against In-Situ or sustained by In-Situ on account of any such actual or alleged infringement.
10. INSURANCE
If Seller's performance requires Seller, its employees, agents or representatives to perform services or labor in the plants or on the premises of In-Situ, its agents, customers, or users, Seller agrees to indemnify and hold harmless In-Situ against all claims and liabilities for injury or damage to person or property arising out of such performance by Seller. Seller shall furnish In-Situ, upon demand, insurance carrier's certificate showing that Seller has adequate Public Liability and Property Damage insurance coverage, setting forth the amount of coverage, policy number and date of expiration.
11. COMPLIANCE WITH LAWS
Seller represents and warrants that no federal, state, or local laws or regulations have been or will be violated in the manufacture, sale or delivery of any goods or service sold hereunder. Seller further agrees to comply with the provisions of the Fair Labor Standards Act of 1938, and all amendments thereto, and Subparagraphs I through 7 of Section 202 of Executive Order 11246, the text of which Is hereby incorporated by reference. In the event the contract resulting from this order is, in fact, a subcontract under any prime contract with the United States Government or any agency or instrumentally thereof, Seller further agrees to comply with all applicable provisions of the Walsh-Healey Public Contracts Act. Seller agrees to furnish In-Situ a certificate of compliance with any such laws in such form as may be required. If Seller shall perform services on the premises of In-Situ, its agents or customers, Seller agrees to and shall furnish In-Situ satisfactory evidence of compliance with all such laws and regulations including, but not limited to, all taxes on payroll or contributions on account of social security, unemployment insurance and federal or state workmen's compensation. Seller further agrees to indemnify and save harmless In-Situ, its agents or customers against any claim, suit or demand and all costs, damages or expense incident thereto, arising out of the failure to pay for such compensation, taxes or contributions.
12. ASSIGNMENT AND SETOFF
Seller may not assign its rights or delegate its performance hereunder without the prior consent of In-Situ, and any attempted assignment or delegation without prior written consent of In-Situ shall be void. In-Situ shall be entitled at all times to setoff any amount owing from Seller or its affiliated companies to In-Situ against any amount payable to Seller.
13. MISCELLANEOUS
This contract is to be construed according to the laws of the State of Wyoming. This document constitutes the full understanding of the parties, and, subject to the provisions of paragraph 6, no terms, conditions, understanding or agreement purporting to modify or vary the items of this document shall be binding unless hereafter made in writing and signed by both parties.