QAR and Purchase Order Terms and Conditions
Revision: F-840-006-C
1. SCOPE AND DEFINITIONS
This document describes general Terms and Conditions of purchase which are applicable to Purchase Orders placed by Tri-Tech International. The definitions set forth below shall apply to these Terms, any Order, and any related Agreement.
1.1. DEFINITIONS
“Tri-Tech International” or “Tri-Tech” shall mean “Buyer,” “Tri-Tech International,” and “Tri-Tech International Authorized Purchasing Representative".
1.1.1. " Tri-Tech International Authorized Buyer" means a person authorized by Tri-Tech International Systems to administer and/or execute this Contract.
1.1.2. “Contractor” or “Offeror” shall mean “Seller.” "SELLER" means the party identified on the face of this Contract with whom Tri-Tech International is contracting.
1.1.3. “Subcontractor” shall mean “Seller’s Supplier” under this Purchase Order.
1.1.4. "Contract" shall mean the instrument of contracting, such as "Purchase Order", "PO", "Subcontract", or other such type of designation, including the Provisions of these “Terms and Conditions”, and all referenced documents, exhibits, and attachments. If these Terms and Conditions are incorporated into a "master" agreement that provides for releases, (in the form of a Purchase Order or other such document) the term "Contract" shall also mean the release document for the Work to be performed.
1.1.5. "Product" means goods, including components and parts thereof, services, documents, data, software, software documentation and other information or items furnished or to be furnished to Tri-Tech under any Order.
1.1.6. “Services” means the work to be performed by Seller under an Order for Tri-Tech as set forth in the statement of work and specifications established in the applicable agreement.
1.1.7. "Work" shall mean all required labor, articles, materials, supplies, goods, and services constituting the subject matter of this Contract.
2. ORDERING
2.1. ISSUANCE OF PURCHASE ORDERS
Tri-Tech’s issuance of this purchase order creates a binding Contract that is subject to the clauses in these Terms and Conditions. These Terms and Conditions, together with any referenced exhibits, attachments, or other documents constitute the entire agreement between Tri-Tech and Seller with respect to the subject matter of this Purchase Order; and supersede any prior, concurrent, written, or oral agreements pertaining thereto.
2.2. ACCEPTANCE OF PURCHASE ORDERS
In the event that this Purchase Order does not state a price or delivery schedule, Tri-Tech will not be bound to accept any prices or delivery that it has not specifically agreed to in writing. Any Terms or Conditions proposed by Seller that is inconsistent with, or in addition to, the Terms and Conditions of this contract shall be void and of no effect. Seller shall submit modifications or additions in writing and may not proceed until written approval is received from Tri-Tech’s Buyer.
2.3. RISK OF LOSS
Upon request, Seller shall provide Tri-Tech with adequate proof of insurance against such risk of loss or damage.
3. SCHEDULE
3.1. DELIVERY
Timely delivery of the order is listed in the delivery schedule of this contract. Intentional failure of Seller to meet the requirements of the delivery schedule under this Purchase Order, without prior notice to Tri-Tech, shall be considered a material breach of this Purchase Order. Seller shall strictly adhere to the shipment or delivery schedules specified in this Contract. In the event of any anticipated, unanticipated, or actual delay, Seller shall: (i) promptly notify Tri-Tech in writing of the reasons for the delay and the actions being taken to overcome or minimize the effect of the delay; (ii) provide Tri-Tech with a written recovery schedule; and (iii) if requested by Tri-Tech, ship via air or other expedited routing, at no additional cost to Tri-Tech, to avoid or minimize delay to the maximum extent possible.
Tri-Tech reserves the right to refuse Goods delivered to Tri-Tech earlier than five (5) business days prior to or three (3) days later than the scheduled delivery dates without authorization in writing by Tri-Tech’s Authorized Buyer. This Purchase Order is subject to cancellation, if Seller does not ship the Order at the scheduled delivery dates. Tri-Tech reserves the right to refuse to pay outside of the original due date.
Tri-Tech shall, at no additional cost, retain goods furnished in excess of the specified quantity or in excess of any allowable overage unless, within 45 days of shipment, Seller requests return of such excess. In the event of such request, Seller shall reimburse Tri-Tech for reasonable costs associated with storage and return of the excess.
4. ORDER OF PRECEDENCE
When requirements of the purchase order, the statement of work, this specification, or any subsidiary specification are in conflict, the following shall apply:
4.1 PRECEDENCE
4.1.1 The purchase order (contract) shall have precedence over any documents.
4.1.2 Tri-Tech Terms and Conditions
4.1.3 Statements of work (the most recently agreed to and issued version of a statement of work shall control).
4.1.4 Specifications (the most recently agreed to and issued version of specifications shall control).
4.1.5 All other attachments, exhibits, appendices, documents, or terms incorporated by reference in or attached to this Contract.
4.1.6 The first document or provision listed has the highest precedence.
4.2. ENTIRE AGREEMENT
This Contract, together with all purchase orders, change orders, attachments, exhibits, supplements, specifications, and other terms referenced in this Contract, contains the entire agreement of the Parties, and supersedes any and all prior agreements, understandings and communications between Tri-Tech and Seller related to the subject matter of this Contract. Except as authorized herein, no amendment or modification of this Contract shall bind either Party unless it is in writing or executed by both parties.
5. QUALITY ASSURANCE, INSPECTION, REJECTION, AND ACCEPTANCE
5.1. QUALITY MANAGEMENT SYSTEM
Seller shall establish, implement, and maintain a quality management system that meets the requirements of the Supplier Self-Assessment, approved by Tri-Tech that will be applied to the design, development, and production of the products or services ordered under this Contract. Tri-Tech has the right to review procedures, practices, processes, and related documents used for the completion of the contract. Seller is obligated to promptly notify Tri-Tech and report any violation of or deviation from Seller’s approved inspection/quality management system.
5.2. SPECIAL PROCESS CERTIFICATION
Seller shall provide a Special Process Certification for each shipment for all items that have received a Special Process. The Special Process Certification shall clearly state that it is a certification, shall state that the process produced its intended results, and be accompanied with objective evidence of validation. It shall state that the Special Process (es) demonstrate compliance with the drawing, specification, and Purchase Order requirements, as applicable.
5.3. ELECTROSTATIC DISCHARGE (ESD) CONTROL
Seller shall have an ESD control program in effect to build protection for ESD components and protect ESD-sensitive product during manufacturing, inspection, testing, packaging, and shipping. The program shall conform to MIL-STD-1686, ESD S20.20 or equivalent. ESD parts and assemblies shall be packaged and labeled in accordance with MIL-STD-129 with ESD approved symbols. “Pink Poly” in any form, used as cushioning, wraps, bags or dunnage/filler must comply with MIL-STD-3010, Method 3005.
5.4. COUNTERFEIT PREVENTION AND MATERIALS
Supplier shall have a counterfeit parts avoidance, detection, mitigation, and disposition program. Seller shall only deliver authentic components, devices, pieces, material, modules, assemblies, subassemblies, goods, etc. that are manufactured by or obtained from original equipment manufacturers (OEMs), original component manufacturers (OCMs), or authorized distributors. Seller shall make available to Tri-Tech documentation that authenticates and provides traceability of the Parts to the applicable OEM or OCM. Seller shall include this requirement into any agreement between Seller and its suppliers in relation to this contract.
The supplier shall have a documented process to Control suspect or confirmed counterfeit parts to preclude their use or reentry into the supply chain by physically identifying and segregating the parts from acceptable non-suspect parts and placing in quarantine.
The following documents are recommended to use as guidance.
5.4.1. SAE AS5553: Counterfeit Electrical, Electronic, and Electromechanical (EEE) Parts; Avoidance, Detection, Mitigation, and Disposition
5.4.2. SAE AS6081: Fraudulent/Counterfeit Electronic Parts: Avoidance, Detection, Mitigation, and Disposition – Distributors
5.4.3. When buying from distributors: Averting Risk Mitigation by testing piece parts in accordance with industry component testing currently available. As a basic requirement, Tri-Tech requires Level 2 testing (DC Plus Basic Functional Testing at 25C) for suppliers who assemble Circuit Card Assemblies (CCA) for Tri-Tech.
5.4.4. It is recommended that the supplier utilizes GIDEP (Government Industry Data Exchange Program), ERAI (Electronic Resellers Association International) and/or IHS Parts Management tools and solutions. These resources provide up-to-the-minute reporting of counterfeit parts incidents.
When purchasing EEE parts, disclosure is required in writing when the source is not authorized for the EEE parts being supplied to Tri-Tech.
5.5. FOREIGN OBJECT DEBRIS (FOD) PREVENTION
The supplier shall establish a process to detect and prevent Foreign Object Debris. No packaging material is to be used that will leave any residue from the packaging material on the parts as a result of packaging or unpacking the product.
5.6. RETENTION OF RECORDS
Seller shall retain records for COTS (Including modified Goods customized with custom parts) after the production of a prototype. Seller shall maintain, on file at Seller’s facility, Quality records traceable to the conformance of product/part numbers delivered to Tri-Tech. Seller shall make
such records available to regulatory authorities and Tri-Tech’s authorized representatives. Seller shall retain records for a period of not less than 10 years from the date on the Purchase Order. All records pertaining to parts procured from independent distributors shall be retained for a period of not less than 10 years. Seller shall promptly deliver such records to Tri-Tech at no additional cost on media agreed to by both parties.
5.7. SELLER’S INSPECTION
Seller shall inspect or otherwise verify that all Products or Services, including those components procured from or furnished by subcontractors, suppliers, or Tri-Tech, comply with the requirements of the Order prior to shipment to Tri-Tech. Seller shall be responsible for all tests and inspections of the Product during receiving, manufacture and Seller's final inspection. Seller agrees to furnish copies of test and/or control data upon request from Tri-Tech’s Authorized Buyer.
5.8. FIRST ARTICLE INSPECTION
Seller shall use a representative item from the first production run of a new part or assembly to verify that the production processes, production documentation, and tooling are able to produce parts and assemblies that meet requirements of this contract.
Exception: COTS material is exempt from the requirements of this clause.
5.9. FIRST ARTICLE INSPECTION (AS9102)
When specified on individual Purchase Orders, Seller shall complete AS9102 First Article Inspection Reports (FAIR).
This level of FAI is required whenever any of the following events occur:
5.9.1. First production run
5.9.2. A change in the design characteristics affecting fit, form, or function of the part.
5.9.3. A change in manufacturing source(s), process(es), inspection method(s), location of manufacture, tooling, or materials that can potentially affect fit, form, or function. There is a change in the manufacturing process, which affects form, fit, or function of the part.
5.9.4. A change in numerical control program or translation to another media that can potentially affect fit, form, or function.
5.9.5. A natural or man-made event, which may adversely affect the manufacturing process.
5.9.6. An implementation of corrective action required to complete a previous FAI
5.9.7. A lapse in production for two years shall require an update for any characteristics that may be impacted by the inactivity. This lapse is from the completion of last production operation to the actual restart of production.
Seller’s reports shall specify all applicable drawing notes, Tri-Tech Purchase Order requirements, and dimensional characteristics; along with the actual measurements during the seller’s first production run. Seller’s format is acceptable if they comply with AS9102 requirements.
For FAI lot, Seller shall furnish completed FAIR (Forms 1, 2 and 3). For non FAI lots, the Suppliers Certificate of Conformance is required. FAI records shall accompany the delivered First Article. All first-time production items require a FAI that is traceable to the OEM inclusive of flow down directly to the detail components on sub-assemblies.
5.10. FIRST ARTICLE INSPECTION/ACCEPTANCE
The following documentation is required for FAI Acceptance:
5.10.1. Test Reports and Material Certifications
5.10.2. Chemical and/or Physical Reports Identifiable to the Raw Materials used as required
5.10.3. Certificate of Conformance
5.11. TEST SPECIMENS
Tri-Tech reserves the right to designate requirements for test specimens for design approval, inspection/verification, or audit requirements. These requirements include review of completion of the first article before acceptance.
5.12. NON-CONFORMING MATERIAL
Seller shall notify Tri-Tech of any nonconforming products verbally and in writing within 48 hours of detection of non-conformance. Disposition of nonconformance shall be provided by Tri-Tech in writing upon disposition determination. Seller shall notify Tri-Tech in writing when discrepancies in Seller's process have resulted in product nonconformity for goods delivered.
5.13. DISPOSITION OF NONCONFORMING PRODUCTS
When supplier is manufacturing products per Tri-Tech’s design, the dispositions of use-as-is or repair shall only be used by the supplier after written approval from Tri-Tech’s buyer unless written MRB authorization is granted. Supplier shall not use dispositions of use-as-is or repair, unless specifically authorized by Tri-Tech if the nonconformity results in a departure from the contract requirements.
5.14. DEVIATION/WAIVER REQUEST
Tri-Tech requires Seller to request a deviation and/or a waiver for changes to the design, development, or production of the product.
The Seller shall submit a Deviation Request when a temporary departure from the baseline requirements occurs. Seller shall submit a Waiver Request when a permanent departure from the baseline requirements occurs.
The Deviation or Waiver shall indicate the drawing number, the part number, and serial number, as applicable.
Exception: COTS material is exempt from the requirements of this clause.
5.15. CERTIFICATE OF CONFORMANCE
Seller shall include a Certificate of Conformance (COC) with each shipment for items identified on the delivery document. Serialized shipments shall list the serial numbers on the packing list, the Certificate of Conformance, and on the intermediate packaging label. Seller’s COC information may be included as part of Seller’s established shipping document.
Seller's COC shall include:
5.15.1. Seller's name, address, and reference to Tri-Tech 's contract number and line-item number.
5.15.2. Certificate of Conformance number or identifier.
5.15.3. Part number, Revision, National Stock Number, Serial Number, or another Item Unique Identification (as applicable) for each item.
5.16. TRI-TECH INSPECTION
Seller’s Goods and services shall be inspected and tested by Tri-Tech after delivery. Tri-Tech has the right to require Seller to repair at seller's expense, replace at their own expense, or reimburse the purchase price of rejected Goods. Tri-Tech’s acceptance of goods or services does not diminish Tri-Tech’s rights, or bounds Tri-Tech if latent defects, fraud, or misrepresentation on the part of
Seller is discovered after delivery.
Seller shall furnish, without additional charge, all reasonable facilities, information, and assistance necessary for the safe and convenient inspection and tests required by Tri-Tech and Tri-Tech’s customers.
For EOL electronics, Tri-Tech may choose to inspect 100% of the lot.
NOTE: Any parts determined to be suspect counterfeit parts will not be returned, will not be paid for and will be quarantined and handled in accordance with GIDEP procedures and requirements.
5.17. TRI-TECH ACCEPTANCE AND REJECTION
Tri-Tech shall accept the Goods that fulfill the requirements of the Purchase Order or give Seller notice of rejection within a reasonable time after the date of delivery. Tri-Tech reserves the right to approve or specify requirements for design, test, inspection, verification (including process verification), use of statistical techniques for order acceptance, and related instructions for order acceptance and any applicable critical items, including key characteristics.
5.18. QUALIFICATION OF PERSONNEL
The Seller shall employ competent personnel familiar with and trained to manufacture or service the product to ensure Tri-Tech requirements for design, development, manufacture, repair, or other orders and services will be delivered as required by the contract.
5.19. REACH
5.19.1. Work delivered by SELLER under this Contract may be incorporated into deliverable goods for use in the European Economic Area (EEA) and subject to the European Union Regulation (EC) No 1907/2006 concerning the Registration, Evaluation, Authorization and Restriction of Chemicals (REACH); the Classification, Labeling and Packaging Regulation (EC) No. 1272/2008 (CLP); and the Biocidal Products Regulation (EU) 528/2012) (BPR).
5.19.2. SELLER represents and warrants that the Work and any substances contained therein are not prohibited or restricted by, and are supplied in compliance with REACH, CLP, and BPR, and that no current requirement in REACH, CLP, or BPR prevents the sale or transport of SELLER’s Work or substances in SELLER’s Work in the EEA, and that all such Work and substances have been pre-registered, registered, reported, approved, and/or authorized as and to the extent required by REACH, CLP, and BPR.
5.19.3. SELLER shall timely respond to any request from Tri-Tech with all relevant information on the Work so that the intents of REACH, CLP, and BPR are met for communicating with downstream users (e.g., as defined in article 3(13) of REACH [any person established in the EEA using substances in the course of that person's industrial or professional activities; the definition does not include the manufacturer, importer, distributor, or consumer]), and in any case, SELLER shall provide all information necessary for Tri-Tech and any downstream user to timely and accurately fulfill their obligations under REACH, CLP, and BPR.
5.19.4. SELLER shall bear all costs, charges and expenses related to pre-registration, registration, evaluation, authorization, reporting, and approval under REACH, CLP, and BPR.
5.20. SURVEILLANCE AND RIGHT OF ACCESS
Representatives of Tri-Tech, its customers, Government, and/or regulatory agencies (if applicable) reserve the right to visit the supplier and its suppliers with the intent of performing surveillance activities including inspections, surveys, audits, resolution of product quality issues, etc.
5.21. TRI-TECH SOURCE INSPECTION
When specified on individual Purchase Orders, Tri-Tech Source Inspection shall be performed at supplier’s facility prior to shipment to Tri-Tech, and at required process operations, as directed by Tri-Tech.
6. CONFIGURATION MANAGEMENT
Seller shall notify Tri-Tech of changes that have significant impact to the cost, schedule, or technical baseline of the contract become known. Seller’s notice shall be in writing and submitted within 48 hours
6.1 REVISION LEVEL/VERSION
As applicable to which the Goods were manufactured (or serviced). Signed or stamped and dated statement attesting that Goods provided under this contract conform to all purchase order requirements.
The Seller shall maintain the identification and revision status of Tri-Tech’s specifications, drawings, process requirements, inspection/verification instructions, and other relevant technical data related to this contract.
6.2 CONTROL OF CHANGES
Seller or its supplier agrees not to make any changes in materials or design details that would affect the part with regard to (i) part number identification or (ii) form, fit, and function interchangeability. Notification and written acceptance from Tri-Tech is required, for revising the part number and the originals of all drawings or data affected by the change. Seller is required to submit copies of the revised drawings or data to Tri-Tech for review, and written approval, upon request.
This clause may apply to distributors of COTS items when applicable to ensure form, fit, and function interchangeability meets the requirements of the Order.
6.3 PARTS SUBSTITUTION
Part substitutions are not authorized unless Tri-Tech’s buyer has approved in writing. Part substitution approval shall be verified with a formally released Tri-Tech Deviation/Waiver Request. The supplier shall notify Tri-Tech of any End of Life (EOL), obsolete or Form, Fit, or Function changes for ten (10) years beyond the award date of the purchase order.
6.4 OBSOLESCENCE
Seller is required to provide availability guarantees, during completion of this Purchase Order. Seller shall notify Tri-Tech of any known, potential, or planned obsolescence of the good(s) identified in the line items in this Purchase Order.
7. MATERIAL MANAGEMENT AND TRACEABILITY
7.1. CHEMICALS AND HAZARDOUS SUBSTANCES
Seller shall provide the expiration date of the chemicals and a current Safety Data Sheet (SDS) with chemicals that are delivered. The sheet shall include the Globally Harmonized System (GHS) list to include; hazardous chemicals in the product, the proper Personal Protective Equipment (PPE), and safety handling.
7.2. RoHS (RESTRICTION OF HAZARDOUS SUBSTANCES)
Seller warrants and agrees that the goods or services sold to Buyer under this Order and specified to be “RoHS compliant” shall be fully compliant with the Directive (EU) 2017/2102 on the Restriction of Hazardous Substances (“RoHS”). Upon Buyer’s request, Seller shall promptly provide Buyer with access to all necessary information and records evidencing the goods’ RoHS compliance. Additionally, Seller shall promptly provide material declarations upon request with respect to the goods provided to Buyer hereunder.
7.3. CONFLICT MINERALS
Conflict minerals examples: tin, tantalum, tungsten, and gold. Seller will disclose to Tri-Tech whether Goods contain any conflict minerals as defined under Section 1502 of the U.S. Dodd-Frank Act and its implementing regulations (collectively the “Conflict Minerals Law”). Seller will provide, on request, information on Conflict Mineral smelters in the relevant supply chains including whether those smelters are “DRC conflict-free.”
7.4. MERCURY PROHIBITION
The Seller is prohibited from manufacturing or shipping mercury, or mercury contaminated known or suspected material according to the Toxic Substances Control Act (TSCA). Section 12(7) (B), 15 U.S.C. 2611 (c)(7)(B). Seller shall perform a suitable test that meets industry of standards to verify the presence of “elementary mercury” in the ordered Goods.
7.5. SHELF LIFE
Goods and products containing items with finite shelf life shall have the expiration date identification labeled on the Seller or Seller’s supplier’s product and delivery documentation. The remaining shelf life shall be a minimum of 80% of the total shelf life for the material at time of delivery unless otherwise specified.
7.6. BATCH IDENTIFICATION
Seller shall use the original manufacture Lot number, Date Code, Serial number, or Seller’s own alphanumeric method to identify the order.
Seller shall not combine multiple lot or date coded material as a single item in a single shipment, each item shall be labeled, packaged, and marked with the unique identification; lot, batch, manufacture and Purchase Order number on each corresponding packing documentation. Seller shall not duplicate Lot, Date Code, or Serial number identification.
7.7. TRACEABILITY
The identification is to be maintained throughout the product life; The ability to trace all products manufactured from the same batch of raw material, or from the same manufacturing batch, to the destination (e.g., delivery, scrap); For an assembly, the ability to trace its components to the assembly and then to the next higher assembly; For a product, a sequential record of its production (manufacture, assembly, inspection/verification) to be retrievable.
8. CONTROL OF EXTERNALLY PROVIDED PROCESSES, PRODUCTS, AND SERVICES
8.1. DIRECT AND SUB-TIER CONTROLS
The Seller shall comply and apply appropriate controls to their direct and sub-tier suppliers to ensure that Tri-Tech’s requirements are met. Controls shall include:
8.1.1. Use of customer-designated or approved external providers, including process sources (e.g., special processes) when required by purchase order or supplier contract
8.1.2. Have a process in place to prevent the use of counterfeit parts.
8.1.3. Flow down to its suppliers any applicable requirements including Tri-Tech requirements;
8.1.4. Provide, when required, test specimens for written design approval , inspection/verification, investigation, or auditing.
8.1.5. Ensure its employees are aware of their contribution to product or service conformity; their contribution to product safety; the importance of ethical behavior.
9. GENERAL AND INTERNATIONAL REQUIREMENTS
9.1. LANGUAGE
The Parties hereto have agreed that these terms be written in American English only. All contractual documents and all correspondence, invoices, notices and other documents shall be submitted in American English. Any necessary conversations shall be held in English.
9.2. CURRENCY AND OFFSETS
Unless specified elsewhere herein, all prices shall be stated in, and all payments shall be made in the
currency of the United States of America (U.S. Dollars). Tri-Tech shall be always entitled to set off any amount owing at any time from Seller or any of its affiliated companies to Tri-Tech, against any amount payable at any time by Tri-Tech or any of its affiliated companies to Seller.
9.3. ELECTRONIC TRANSMISSION
Seller shall not contest the validity of the documentation on the basis that this Purchase Order was electronically transmitted or contains an electronic signature. Seller shall, at Tri-Tech’s request and Seller’s expense, send and receive business transactions by electronic means using Web-based technologies, when required.
9.4. ITAR DISCLOSURE REQUIREMENTS
If any of the parts on this PO are ITAR controlled or require a license in order to export the good, Seller shall notify Tri-Tech’s Authorized Buyer immediately for representative’s written approval in writing.
9.5. IMPORT/EXPORT CONTROLS
If Seller is a U.S. company that engages in the business of either manufacturing, exporting, or importing defense articles or furnishing defense services, then Seller shall provide ITAR certification. The certification shall indicate that Seller has registered with the U.S. Department of State Directorate of Defense Trade Controls (DDTC) and understands Seller’s obligations to comply with International Traffic in Arms Regulations (“ITAR”) and the Export Administration Regulations (“EAR”).
If the technical data required to perform this contract is subject to U.S. ITAR, seller shall comply with the following: Seller shall immediately notify Tri-Tech if it is or becomes listed on any Excluded or Denied Party List of an agency of the U.S. Government or its export privileges are denied, suspended, or revoked.
10. PROPERTY MANAGEMENT
10.1. TRI-TECH PROPERTY
All drawings, tools, jigs, dies, fixtures, materials, and other property supplied or paid for by Tri-Tech shall be and remain the property of Tri-Tech; and if Seller fails to return such property upon Tri-Tech’s demand, Tri-Tech shall have the right, upon reasonable notice, to enter Seller’s premises and remove any such property at any time without being liable for trespass or damages of any sort.
Seller shall have the obligation to maintain all property furnished by Tri-Tech to Seller and all property to which Tri-Tech acquires an interest by this Purchase Order and shall be responsible for all loss or damage to said property except for normal wear and tear. Seller shall clearly mark, maintain in inventory, and keep segregated or identifiable all of Tri-Tech’s property.
10.2 PROPERTY BELONGING TO CUSTOMERS OR EXTERNAL PROVIDERS
Seller shall exercise care with property belonging to Tri-Tech or Tri-Tech’s customers, or other external providers while it is under the organization’s control or being used by the organization.
Seller shall identify, verify, protect, and safeguard Tri-Tech or Tri-Tech’s customer’s property.
Seller shall report to Tri-Tech when the property of Tri-Tech or Tri-Tech’s customer is lost, damaged, or otherwise found to be unsuitable for use, and retain documented information on what has occurred.
Note: Property can include materials, components, tools and equipment, premises, intellectual property, and personal data.
11. WARRANTY
Seller warrants the goods delivered pursuant to this Purchase Order, unless specifically stated otherwise in this Purchase Order, shall (i) be new (ii) be free from defects in workmanship, materials, and design and (iii) meet the requirements of this Purchase Order. Seller further warrants that the performance of work and services shall conform to the requirements of this Purchase Order and industry standards. All warranties in this Purchase Order shall survive inspection, test, final acceptance and payment of goods and services.
Seller warrants that any hardware, software and firmware goods delivered under this Purchase Order: (i) shall not contain any viruses, malicious code, Trojan horse, worm, time bomb, self-help code, back door, or other software code or routine designed to: (a) damage, destroy, alter any software or hardware; (b) reveal, damage, destroy, or alter any data; (c) disable any computer program automatically; or (d) permit unauthorized access to any software or hardware; (ii) shall not contain any third party software (including software that may be considered free software or open source software) that (a) may require any software to be published, accessed or otherwise made available without the consent of Tri-Tech, or (b) may require distribution, copying or modification of any software free of charge; and (iii) shall not infringe any patent, copyright, trademark, or other proprietary right of any third party or misappropriate any trade secret of any third party.
Seller shall be liable for any loss, damage, or expense that Tri-Tech suffers from breach of any of these warranties.
12. RESPONSIBILITY FOR PERFORMANCE
12.1. SURVIVABILITY
Seller’s obligations that by their very nature shall survive expiration, termination or completion of this Purchase Order, including but not limited to obligations under the Termination for Convenience, Termination for Default, Proprietary Rights, Release of Information, Warranty, Infringement, Taxes and Drawback, Compliance with Law, Responsibility and Insurance, Indemnity Against Claims, Import/Export Controls, Electronic Transmissions, and Tri-Tech’s Access to Seller Records and Facilities provisions of this Purchase Order, shall survive expiration, termination or completion of this Purchase Order.
12.2. INDEPENDENT CONTRACTOR
This Agreement will not create a joint venture, partnership or other formal business relationship or entity of any kind, or an obligation to form any such relationship or entity. Seller is an independent contractor and not an agent of Tri-Tech for any purpose and does not have the authority to bind Tri-Tech unless written approval is provided by Tri-Tech’s Buyer.
12.3. INSURANCE
Seller shall maintain, and require seller’s subcontractors to maintain, the insurance coverages that are required for conducting business with a government contractor, as required in this Purchase Order, INCOTERMS or, if none are specified, minimum insurance coverage and limits for the following are required:
• Workers’ Compensation insurance meeting the statutory requirements
• Employers’ Liability in the amount of $10 million per occurrence
• Commercial General Liability in the amount of $10 million per occurrence
• Automobile Liability in the amount of $1 million per occurrence
• Certificates of insurance shall be provided to Tri-Tech upon request.
If work is to be performed on premises owned or controlled by Tri-Tech, then Seller shall comply with all the rules and regulations established by Tri-Tech for access to and activities in and around premises controlled by Tri-Tech or Tri-Tech’s customer. Seller shall be responsible for the actions and failure to act of all suppliers retained by, though, or under Seller in connection with the performance of this Purchase Order.
The Government requires any contractor subject to Cost Accounting Standard (CAS) 416 (48 CFR 9004.416 (Appendix, FAR loose-leaf edition) to obtain insurance, by purchase or self-coverage, for the perils to which the contractor is exposed, except when—
12.3.1. The Government, by providing in the contract in accordance with law, agrees to indemnify the contractor under specified circumstances; or
12.3.2. The contract specifically relieves the contractor of liability for loss of or damage to Government property.
13. CHANGES
13.1. CHANGES CLAUSE
Tri-Tech 's Authorized Buyer may direct changes within the general scope of this Contract. Seller agrees to comply promptly with the direction to make changes. Seller shall assert any claim for adjustment to Tri-Tech 's Authorized Buyer in writing within two (2) business days and deliver a fully supported proposal to Tri-Tech 's Authorized Buyer within three (3) business days, after Seller's receipt of such direction.
13.2. NOTIFICATION OF CHANGE/WORK TRANSFER
The supplier shall establish, implement, and maintain a process to plan and control the temporary or permanent transfer of work to ensure the continuing conformity of the work to requirements. The process shall ensure that work transfer impacts and risks are managed. Supplier shall notify Tri-Tech when transferring work. Supplier shall also notify Tri-Tech and obtain Buyer’s written approval when changing manufacturing facility location, changing product and/or process.
Seller shall provide Tri-Tech written notice of any proposed plans or intentions to transfer work to Seller’s Supplier to complete the provisions of the contract. Seller shall notify Tri-Tech of plans for moving Seller’s manufacturing location of the Goods or moving tooling or other equipment utilized in the manufacture of the Goods to another facility.
14. COMPLIANCE AND BUSINESS CONDUCT
14.1. GRATUITIES
Seller warrants that neither it nor any of its employees, agents, or representatives have offered, given, or will offer or give, any gratuities to Tri-Tech 's employees, agents or representatives for the purpose of securing this Contract or securing favorable treatment under this Contract.
14.2. FRAUD AND FALSIFICATION
Any knowing and willful act to falsify, conceal, or alter a material fact, or any false, fraudulent, or fictitious statement or representation in connection with the performance of work under this purchase order will not be tolerated or accepted at Tri-Tech International.
14.3. TAXES
Unless this Purchase Order specifies otherwise, the price of this Purchase Order includes, and Seller is liable for and shall pay, all taxes, impositions, charges, customs duties or tariffs and exactions imposed on or measured by this Purchase Order except for applicable sales and use taxes that are separately stated on Seller’s invoice. Prices shall not include any taxes, impositions, charges, or exactions for which Tri-Tech has furnished a valid exemption certificate or other evidence of exemption.
14.4. AUDIT
Tri-Tech may require, and the Seller shall support the audit of any financial information related to the items identified in this purchase order.
14.5. SEVERABILITY
If any provision of this Purchase Order or application thereof is found invalid, illegal, or unenforceable by law, the remainder of this Purchase Order will remain valid, enforceable and in full force and effect, and the Parties will negotiate in good faith to substitute a provision of like economic intent and effect.
14.6. EQUAL OPPORTUNITY EMPLOYER
We are an Equal Opportunity employer and do not illegally discriminate in our employment decisions based on race, color, national origin, religion, sex, physical or mental disability, veteran status, or pregnancy. We are also an Affirmative Action employer and are committed to inclusion of all qualified individuals in our employment selection process. If you meet certain qualification thresholds, you may also have to meet these requirements.
15. CONFIDENTIAL, PROPRIETARY AND TRADE SECRET INFORMATION AND MATERIALS
15.1. PROTECTION OF ELECTRONIC DATA
Tri-Tech and Seller shall ensure that electronic data containing information specified to be confidential by the sender or agreed mutually to be confidential between the Parties is maintained in confidence and will not be disclosed or transmitted to any unauthorized persons nor used for any purposes other than those intended by the Parties.
Tri-Tech and Seller shall secure all electronic data to safeguard against theft.
15.2. PROPRIETARY INFORMATION
Seller shall only use Tri-Tech Proprietary Information, materials, ideas, concepts, formats, suggestions, developments, arrangements, packages, programs, patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes necessary for its business as now conducted and as presently proposed to be conducted, without any known infringement and other intellectual properties in the performance of and for the purpose of this Contract and/or any other agreement that is approved in writing by Tri-Tech’s Authorized Purchasing Representative.
Seller shall return to Tri-Tech all of Tri-Tech 's Proprietary Information, Intellectual Property and all materials acquired upon the completion, termination or cancellation of this Contract. Seller shall not, without authorization in writing by Tri-Tech, sell or otherwise dispose of (as scrap or otherwise) any Goods, parts, or other materials containing, conveying, embodying, or made in accordance with or by reference to any Tri-Tech Proprietary Information and Materials.
Seller may not disclose Tri-Tech proprietary information and materials to Seller’s suppliers without Tri-Tech’s Buyer’s written approval, and only information required for the performance of this contract. Each of Seller’s suppliers granted privilege to Tri-Tech Proprietary Information and Materials shall agree in writing to these Terms and Conditions. Seller shall be liable to Tri-Tech or any breach of these Terms and Conditions.
Any invention or intellectual property first made or conceived by Seller; in the performance of this Purchase Order, which is derived from, or based on the use of information supplied by Tri-Tech is the property of Tri-Tech. Seller hereby assigns to Tri-Tech all its intellectual property rights, including its copyright rights, in such works effective immediately upon creation of such works, including when they are first fixed in a tangible medium.
15.3. RELEASE OF INFORMATION
Seller shall not publish, distribute, or use any information developed under or about the existence of this Purchase Order, or use Tri-Tech’s Company name (or the name of any division, affiliate, or subsidiary thereof), logo, trademark, service mark, or trade dress for the purpose of advertising, making a news release, creating a business reference, creating a website content or for goods or service endorsement without prior written approval from Tri-Tech’s Buyer.
15.4. PATENT, TRADEMARK AND COPYRIGHT INDEMNITY
Seller will indemnify and defend Tri-Tech and Tri-Tech’s customer from all claims, suits, and actions (including, but not limited to claims on intentional infringement of patents known at the time of such infringement, exceeding actual damages and/or including attorney’s fees and/or costs), liabilities, damages, costs, and attorneys' fees related to the actual or alleged infringement of any United States or foreign intellectual property right.
15.5. INTELLECTUAL PROPERTY
15.5.1. Background Intellectual Property (IP): Tri-Tech or Seller may use Tri-Tech or Seller’s Background Intellectual Property in performance of research for the completion of this contract. This Contract does not convey to Seller any option, grant, or license to commercialize, or otherwise use Tri-Tech’s Background Intellectual Property. Licensing of Background Intellectual Property, if agreed to by the Parties, shall be the subject of separate licensing agreements between the Parties. Employee Agreements: Seller shall obtain agreements with its personnel to enable the grant of rights to which Tri-Tech is entitled under this Clause.
15.5.2. Third Party IP: To the extent Seller incorporates third-party IP into any contract deliverable, Seller shall obtain for Tri-Tech the license rights, at no additional cost to Tri-Tech.
15.5.3. Foreground IP: Seller shall gain licensing right for Tri-Tech if required to: (i) COTS Goods except to the extent such Goods are modified or redesigned pursuant to this Contract; or (ii) any Goods to the extent their development was funded by the U.S. Government.
15.5.4. Side ground IP: Tri-Tech has the right to Background knowledge/IP that is relevant to a collaborative venture or open innovation project that is supplied by the partners at the start of the project. This knowledge would not have been gained outside of this contract.
15.5.5. Foreground knowledge/IP: Tri-Tech has right to all the knowledge/IP produced within the collaborative venture or open innovation project during the project’s tenure.
15.5.6. Side ground knowledge/IP: Tri-Tech has right to all knowledge/IP that is relevant to a collaborative venture or open innovation project but produced outside the project by any of the partners during the project’s tenure.
15.5.7. Post ground knowledge/IP: Tri-Tech has right to all knowledge/IP that is relevant to a collaborative venture or open innovation project that is produced by any of the partners after the project ends.
All IP conceived, developed, or first reduced to practice by, for, or with Seller, either alone or with Seller’s suppliers, in performance of this Contract (collectively, “Foreground IP”) shall be the exclusive property of Tri-Tech. To the extent Foreground IP consists of works of authorship, such works shall be works made for hire with the copyrights vesting in Tri-Tech. Seller hereby transfers, conveys, and assigns all right, title and interest in such Foreground IP free of charge to Tri-Tech. Seller shall protect Foreground IP that is Proprietary Information and Materials as required by this Contract and shall mark documents or portions of documents containing Foreground IP as “Tri-Tech Proprietary” information or as otherwise directed by Tri-Tech in writing.
Seller will, within two (2) weeks after conception, or first actual production of any invention and prior to Contract completion, disclose in writing to Tri-Tech all inventions, whether patentable, in sufficient technical detail to clearly convey the purpose and use of the invention, person skilled in the art to which the invention pertains. Seller shall promptly execute all written instruments, and assist as Tri-Tech reasonably directs, to file, acquire, prosecute, maintain, enforce, and assign Tri-Tech’s Foreground IP rights. Seller hereby irrevocably appoints Tri-Tech and any of Tri-Tech’s officers and agents as Seller’s attorney in fact to act on Seller’s behalf, and instead of Seller, with the same legal force and effect as if executed by Seller, with respect to executing any such written instruments.
Tri-Tech does not grant to Seller a non-exclusive, royalty-free right during the term of this Contract to use, reproduce, modify, practice, and prepare derivative works of any Foreground IP unless it is necessary for Seller to perform its obligations under this Contract. Seller shall not, use Foreground IP or such derivative works in any manner not authorized under this Contract, including, but not limited to, developing, manufacturing, obtaining a certification to manufacture, offering for sale, or selling any product, equipment, or service which utilizes or is enabled by Foreground IP.
16. DISPUTES
Any controversy or claim that may arise out of or in connection with this Purchase Order shall be submitted in writing to Tri-Tech’s senior management representatives and to Seller for resolution. Tri-Tech and Seller’s senior management representatives will have ten (10) business days, or a mutually agreed upon date, after the dispute is submitted in writing by the Seller. Good faith efforts shall be made to settle the dispute to the mutual satisfaction of Tri-Tech and Seller. Tri-Tech and the Seller may submit the dispute to a court of competent jurisdiction. To the extent permitted by applicable law, Tri-Tech and Seller may waive any right they may have to a trial by jury. Notwithstanding the above, either Tri-Tech or Seller may seek injunctive or other equitable relief in any court of competent jurisdiction at any time.
Pending resolution or settlement of any dispute arising under this Purchase Order, Seller will proceed diligently as directed by Tri-Tech with the performance of this Purchase Order. Irrespective of the place of performance, this Purchase Order shall be governed and construed in accordance with the laws of the State within the United States from which this Purchase Order is issued by Tri-Tech, without regard to its conflicts of law’s provisions, except that any provision in this Purchase Order that is: (i) incorporated in full text or by reference from the Federal Acquisition Regulation (FAR) or; (ii) incorporated in full text or by reference from any agency regulation that implements or supplements the FAR or; (iii) that is substantially based on any such agency regulation or FAR provision, shall be construed and interpreted according to the federal common law of government contracts as enunciated and applied by federal judicial bodies, boards of contracts appeals, and quasi-judicial agencies of the United States Government.
Exception: The provisions of the “United Nations Convention on Contracts for International Sale of Goods” shall not apply to this Purchase Order, including any amendments or changes to this Purchase Order.
17. GOVERNING LAW
This Agreement shall be governed and construed in accordance with the laws of the State of California, without regard to its conflict of law provisions and exclusive jurisdiction over and venue of any suit arising out of or relating to this Agreement will be in the state and federal courts of Orange County, California. In the event either Tri-Tech or Seller shall bring any action to enforce or protect any of its rights under this Agreement, the prevailing Tri-Tech or Seller shall be entitled to recover, in addition to its damages, its reasonable attorneys’ fees and costs incurred in connection therewith.
18. CANCELLATION AND TERMINATION FOR CONVENIENCE AND DEFAULT
18.1. REMEDIES
Except as otherwise provided herein, the rights and remedies of both Parties hereunder shall be in addition to their rights and remedies at law or in equity. Failure of either Tri-Tech or Seller to enforce any of its rights shall not constitute a waiver of such rights or of any other rights and shall not be construed as a waiver or relinquishment of any such provisions, rights, or remedies; rather, the same shall remain in full force and effect.
18.2. CANCELLATION
Tri-Tech reserves the right to cancel any order for COTS products at any time prior to shipment.
18.3. TERMINATION FOR CONVENIENCE
Tri-Tech may, by written notice, terminate this Purchase Order for convenience and without cause, in whole or in part, at any time, and such termination shall not constitute default. In the event of partial termination, Seller is not excused from performance of the non-terminated balance of work under the Purchase Order
In the event of termination for convenience by Tri-Tech, Seller shall be reimbursed for actual, reasonable, substantiated, and allocable costs, plus a reasonable profit for work performed to date of termination. Any termination settlement proposal shall be submitted to Tri-Tech promptly, but no later than thirty (30) days from the effective date of the termination. In no event shall the amount of any settlement be in excess of the Purchase Order value. Tri-Tech may take immediate possession of all goods, complete or incomplete, and all products resulting from services upon written notice of termination to Seller.
18.4. TERMINATION FOR DEFAULT
Tri-Tech may, by written notice to Seller, cancel all or part of this Contract: (i) if Seller fails to deliver the Goods within the time specified by this Contract or any written extension; (ii) if Seller fails to perform any other provision of this Contract or fails to make progress, so as to endanger performance of this Contract, and, in either of these two circumstances, within ten (10) days after receipt of notice from Tri-Tech specifying the failure, does not cure the failure or provide Tri-Tech with a written detailed plan adequate to cure the failure if such failure reasonably cannot be cured within such ten (10) days and such plan is not acceptable to Tri-Tech’s Authorized Buyer; or (iii) in the event of Seller's bankruptcy, suspension of business, insolvency, appointment of a receiver for Seller's property or business, or any assignment, reorganization or arrangement by Seller for the benefit of its creditors.
Seller shall continue work not canceled. If Tri-Tech cancels all or part of this Contract, Seller shall be liable for Tri-Tech’s excess re-procurement costs.
Tri-Tech may require Seller to transfer title and deliver to Tri-Tech, as directed by Tri-Tech, any (i) completed Goods, and (ii) any partially completed Goods and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and contract rights (collectively, "Manufacturing Materials") that Seller has specifically produced or acquired for the canceled portion of this Contract. Upon direction from Tri-Tech, Seller shall also protect and preserve property in its possession in which Tri-Tech or its Customer has an interest. Tri-Tech shall pay the Contract price for Goods accepted. In addition, any payment for Manufacturing Materials accepted by Tri-Tech and for the protection and preservation of property shall be at a price determined in accordance with the "Termination for Convenience" article of this Contract, except that Seller shall not be entitled to profit. Tri-Tech may withhold from any amount due under this Contract any sum Tri-Tech determines to be necessary to protect Tri-Tech or Tri-Tech 's customer against loss because of outstanding liens or claims of former lien holders.
If, after cancellation, it is determined that Seller was not in default, the rights and remedies of the Parties shall be as if the Contract had been terminated according to the "Termination for Convenience" article of this Contract.
18.5. INDEMNITY AGAINST CLAIMS
Seller shall keep its work and all goods supplied by it hereunder free and clear of all liens and encumbrances, including mechanic’ s liens, in any way arising from performance of this Purchase Order by Seller or by any of its vendors or subcontractors. Seller may be required by Tri-Tech to provide a certification of the satisfactory release of liens as a condition of final payment.
Seller shall, without limitation, indemnify and save Tri-Tech and its customer(s) and their respective officers, directors, employees and agents harmless from and against (i) all claims (including claims under Workers’ Compensation or Occupational Disease laws or other equivalent laws in Seller’s country) and resulting costs, expenses (including attorney fees and costs) and liability which arise from personal injury, death, or property loss or damage attributed to, or caused by, the goods supplied, or the services performed by Seller pursuant to this Purchase Order, including, without limitation, latent defects in such goods and/or services, except to the extent that such injury, death, loss or damage is caused solely and directly by the negligence of Tri-Tech, and (ii) all claims (including resulting costs, expenses and liability) by the employees of Seller or any of its subcontractors.
18.6. FORCE MAJEURE
Except for a default of Seller’s subcontractor at any tier, neither Tri-Tech nor the Seller shall be liable for any failure to perform the requirements of the contract; due to any cause beyond Seller’s reasonable control and without their fault or negligence. Such causes include, but are not limited to the following: the effects of natural disasters, criminal acts, acts of the government in its sovereign or contractual capacity, labor strikes, or transportation freight embargoes Seller whose performance
is so affected shall notify Tri-Tech’s Authorized Buyer in writing. With Tri-Tech’s Buyer’s written approval, this Purchase Order shall be completed with adjustments to the delivery schedule as hindered by the existence of Force Majeure; or this Purchase Order may be terminated for convenience.
19. COMPLIANCE
19.1. GOVERNMENT PRIORITY RATING
Seller shall follow the requirements of the Defense Priorities Allocations System regulation (15 CFR 700) if this is a rated order certified for national defense, emergency preparedness, and energy program use. By accepting this order, the Seller is acknowledging
the stated priority rating and will comply with all applicable requirements including meeting the required delivery schedule.
19.2. COMPLIANCE WITH LAWS
Seller warrants that the goods to be furnished and the services to be rendered under this Purchase Order shall be manufactured, sold, used, and rendered in compliance with all relevant federal, state, local law, orders, rules, ordinances, and regulations, including but not limited to the Foreign Corrupt Practices Act (FCPA), 15 U.S.C. § 78 et seq. and all laws and regulations of Seller’s place of performance, and in compliance with applicable international prohibitions on child labor. Seller certifies that with respect to the production of the goods and/or the performance of the services covered by this Purchase Order, it has fully complied with Sections 6, 7, 12, and 15 of the Fair Labor Standards Act of 1938, as amended, and of regulations and orders of the United States Department of Labor under Section 14 thereof, if applicable.
Seller agrees with Tri-Tech that:
19.2.1. Seller is familiar with the prohibitions under the Anti-Corruption Requirements, and it is familiar with the requirements described in clause 19(c)(3).
19.2.2. No compensation payable hereunder has been used, nor will be used, for any activity or purpose where a reasonable belief exists that the Anti-Corruption Requirements would be violated or that Seller or Tri-Tech would be exposed to liability under the Anti-Corruption Requirements.
19.2.3. In connection with its performance of this Purchase Order, Seller has not, and has not either agreed to or directly or indirectly, offered, paid, given, promised to pay or give, or authorized the payment or giving of any money, gift, loan, fee, reward, advantage or anything of value, and will not either agree to or directly or indirectly, offer, pay, give, promise to pay or give, or authorize the payment or giving of any money, gift, loan, fee, reward, advantage, or anything of value.
19.2.4. Seller warrants that it has complied with the Anti-Kickback Act of 1986 and has not offered or given and will not offer or give to any employee, agent, or representative of Tri-Tech any gratuity or any kickback within the meaning of the Anti-Kickback Act of 1986. Any breach of this warranty shall be a material breach of each and every contract between Tri-Tech and Seller.
19.2.5. None of Seller’s principals, consultants, subcontractors, officers, directors, shareholders, employees, or agents is a Government Official, Customer Personnel, or Restricted Person unless approved by Tri-Tech’s Buyer in writing. Neither Seller nor any of its principals, consultants, subcontractors, shareholders, directors, officers, employees, or agents has performed or will perform any act which Tri-Tech could reasonably believe would constitute a violation of the Anti-Corruption Requirements or which Tri-Tech could reasonably believe would cause Tri-Tech to be in violation of the Anti-Corruption Requirements, or present a credible risk, as determined by Tri-Tech, of a violation of the Anti-Corruption Requirements.
19.2.6. If at any time Seller becomes aware of information or circumstances that suggest any of the representations, warranties, and covenants referenced in this Section 19 may not be accurate, it shall notify Tri-Tech immediately in writing, but not more than seven (7) days after becoming aware of such circumstances.
19.2.7. H.R.1540: NATIONAL DEFENSE AUTHORIZATION ACT FOR FISCAL YEAR 2012.
SEC.818. DETECTION AND AVOIDANCE OF COUNTERFEIT ELECTRONIC PARTS (The Secretary of Defense shall conduct an assessment of Department of Defense acquisition policies and systems for the detection and avoidance of counterfeit electronic parts).
19.3. ENVIRONMENTAL HEALTH AND SAFETY PERFORMANCE
Seller warrants that all goods delivered under this Purchase Order are in conformance with the current Occupational Safety Health Act (OSHA) worker, work environment, and equipment safety requirements and recommendations.
Seller warrants that in the performance of this Purchase Order, it will comply with all applicable U.S. Department of Transportation regulations on the transportation of hazardous materials and any other pertinent federal, state, or local statutes, laws, rules, or regulations.
19.4. GOVERNMENT CONTRACT REGULATIONS
When a right, act, authorization or obligation can be granted or performed only by the Government or the prime contract Contracting Officer or duly Authorized Buyer, such as in FAR 52.227-1 and FAR 52.227-2 and (2) when title to property is to be transferred directly to the Government. If any of the following FAR or DFARS clauses do not apply to this Purchase Order, such clauses are considered to be self-deleting.
Quality Clauses (QAR)
1. FINISHED GOODS; All finished goods will be new and in Factory Original packaging. Unless otherwise specified on Purchase order.
2. VENDOR MUST MAINTAIN A QUALITY LEVEL; ≥ 98% and an OTD level ≥ 98%. If levels drop below target, supplier will be notified and may be placed on conditional status.
3. CALIBRATION; Calibrate in accordance with ISO 10012-1 Tri-Tech International. Purchase Order Number must appear on all certifications. Actual Calibration results and calibration certification to accompany shipment.
4. INSPECTION RECORDS; Each shipment shall be accompanied by copies of actual quantitative records of inspection. Include the nature and number of observations and traceable by part number to the material / or services being provided by the Seller.
5. U.S GOVERNMENT SOURCE INSPECTION (US GSI); Government Source Inspection is required and shall be performed at Supplier’s facility prior to shipment. As directed by Tri-Tech International any in process inspection is also mandated by this clause. A minimum of 48-hours notice to Tri-Tech International, prior to inspection, is required when this clause is invoked. Supplier shall provide evidence of Government Source Inspection with each shipment.
6. SOURCE INSPECTION; Items procured under this purchase order are subject to source inspection by Tri-Tech International at Sellers Facility prior to shipment. The Seller shall furnish acceptable facilities and equipment necessary to perform the required inspection at no cost to Tri-Tech International. Please advise the Buyer within three working days in advance of the subject material being available for source inspection.
7. RECORDS RETENTION; Records of product origin, conformity, and shipment shall be maintained for a minimum of 10 years
