Terms and Conditions
PD SYSTEMS, INC.
TERMS AND CONDITIONS
Unless this Purchase Order expressly provides otherwise, it is limited to the terms and conditions set forth herein. Buyer hereby objects to any additional or different terms and conditions proposed by Seller in any proposal, quotation, acknowledgement or other document. Any such proposed terms and conditions shall be void and the terms and conditions herein shall constitute the complete and exclusive statement of the terms and conditions of the contract between the parties. When used in this Purchase Order, the term “Goods” means the items, materials, equipment, software, tooling, parts and/or work or services supplied pursuant to this Purchase Order.
- ACCEPTANCE AND MODIFICATIONS. This Purchase Order (“Order”), whether or not issued with reference to a quotation or proposal of Seller, shall constitute an offer. Acceptance by Seller is expressly limited to the terms and conditions hereof and is evidenced by commencement of performance. No changes or modifications in this Order shall be valid unless confirmed in writing by Buyer.
- PACKING, PACKAGING, CONTAINERS AND TRANSPORTATION. No Charge for packing, packaging, containers or transportation will be allowed except as provided for in this Order.
- SHIPMENT AND DELIVERY. Seller shall ship/deliver Goods in accordance with instructions and specifications set forth in this Order. If Goods are not shipped/delivered in accordance with Buyer’s instructions and specifications, Seller shall be responsible for any additional costs incurred by Buyer as a result of Seller’s failure to comply with such instructions and/or specifications.
- PAYMENT. Unless otherwise stated in this Order, invoices for Goods shall be paid net 30 days from the date of receipt of the invoice or receipt of the Goods, whichever is later (“Payment Due Date”). Discounts offered by Seller to Buyer shall be allowed if payment is made on or before the Payment Due Date. Buyer reserves the right to require Sellers to U.S. Buyer units, to submit invoices electronically as set forth in this Order.
- TERMINATION. Buyer may terminate this Order for its convenience, in whole or in part, by written or electronic notice at any time. If this Order is terminated for convenience, any claim of Seller shall be settled on the basis of reasonable costs incurred by Seller in the performance of this basis of reasonable costs incurred by Seller in the performance of this Order for labor and materials which are not usable by Seller for other goods it manufactures. Materials for which Seller is reimbursed shall become the property of Buyer and be surrendered to it upon Buyer’s request. Seller shall safeguard and shall not destroy such materials without Buyer’s consent.
- DELAYS. If Seller fails or refuses to proceed with this Order, or if Seller fails to make delivery, or Buyer refuses to accept delivery in accordance with the delivery schedule, the other party may cancel the hen remaining balance of this Order unless the delay is an ‘excusable delay’ as hereinafter defined. An ‘excusable delay’ shall not constitute a default under this order. The term ‘excusable delay’ as used in this section means any delay in making or accepting deliveries which results without fault or negligence on the part of the party involved and which is due to causes beyond its control including, without limitation, force majeure.
- INSPECTION AND ACCEPTANCE. Buyer, at its option, may inspect and/or test the Goods at the Seller’s plant, off site, and/or the point of destination. Buyer shall have the right to monitor Seller’s inspection, quality and reliability procedures and review the data supporting the same. Acceptance of the Goods by Buyer shall not relieve Seller from any of its obligations and warranties hereunder. In no event shall payment or transfer of title constitute acceptance of the Goods.
- QUALITY AND WARRANTY. Seller expressly warrants that all Goods covered by this Order will confirm to the standards, specifications, drawings, samples, models, 3-D geometry or other description furnished or expressly adopted by Buyer, and will be of good material and workmanship, and free from defects, including defect in design (if Seller’s design) and, if custom-designed by Seller for the application specified by Buyer, be comparable in quality to similar custom-designed goods sold for similar applications, and if the Goods are not ordered to Buyer’s specifications, Seller further warrants that they will be of merchantable quality and fit and sufficient for the purpose intended. Seller further warrants that all Goods covered by this Order, including but limited to components and material furnished for or incorporated into the Goods, including Goods intended for distribution as service parts, will comply with all applicable Federal, State, Provincial and local statutes, laws, regulations, orders, and ordinances, including, without limitation, all environmental and occupational health and safety laws and industry standards. Seller also warrants that its processes shall comply with the PD Systems (Quality Standards Manual) and that the Goods will comply with all current industry safety standards, including labeling requirements and adequate warnings as required.
- DEFECTIVE GOODS. If any Goods fail to meet the warranties contained in section 8, Seller shall, upon notice from Buyer, promptly correct or replace those Goods at Seller’s expense. If Seller shall fail to adequately address the Nonconformity, then Seller shall reimburse Buyer for all costs to correct or replace the Nonconformity in the Goods. If Seller fails to do so, Buyer may cancel this Order as to all such Goods, and in addition, may cancel the then remaining balance of this Order. After notice to Seller, all such Goods will be held at Seller’s risk. Buyer may, and at Seller’s direction shall, return such Goods to Seller at Seller’s risk, and all transportation charges, both to and from the original destination, shall be paid by Seller. Any payment for such Goods shall be refunded by Seller unless Seller promptly corrects or replaces the same at its expense.
- MANUFACTURING CHANGES. Seller shall give Buyer not less than sixty (60) days prior, written notice of any specification, design, part number or other identification changes, or any major changes in process or procedure or changes in the location of the manufacturing plant or place where Seller performs any of its obligations under this Order if any such changes may affect the Goods.
- INDEMNIFICATION. Seller shall protect, defend, hold harmless and indemnify Buyer its subsidiaries, affiliates, authorized dealers and distributors and their officers, directors, employees, agents, successors, assigns, and customers, from and against any and all claims, suits, allegations, judgments, actions, liabilities, losses, damages, costs and expenses, including but not limited to, attorneys’ fees and expenses (the “loss”) arising out, resulting from, related to or associated with:
- Injury, loss or damage of any nature or kind claimed by a third party, and caused by or arising from, or alleged to have been caused by or arising from, or existing because of, infringement, of any patent or copyright, or wrongful use of third-party trade secrets or proprietary information, for on account of the manufacture, sale, offer for sale, or use of any Goods, except in the case where Seller’s compliance with specifications prescribed by and originating with Buyer constitutes the sole basis of such infringement, alleged infringement, or wrongful use. If the use or sale of any Goods furnished hereunder is enjoined as a result of such suit, Seller, at its option and at no expense to Buyer, shall obtain for the party to be indemnified (including Buyer’s customers, if applicable) the right to use and/or sell the Goods or substitute acceptable equivalent Goods and extend this indemnity thereto;
- Seller’s negligence, strict liability or other claim involving the design, manufacture, material and/or workmanship of the Goods or the warnings or lack thereof;
- Seller’s breach of this Order; or
- Seller’s possession, use, repair, or maintenance of the Property.
- INDEMNIFICATION PROCEDURE. Failure of Buyer to discover and/or remedy the act(s) or omission(s) in Section 11 shall not excuse Seller from this obligation. Buyer shall promptly notify Seller in writing of the Loss. Buyer shall cooperate in, but not be responsible for the investigation and defense of the action in respect of the Loss or for any costs and expenses associated therewith. Should Seller fail to assume its obligation hereunder, Buyer shall have the right, but not the obligation, to defend itself and thereafter require Seller to reimburse and indemnify Buyer for any and all costs and expenses, including legal fees, paid by Buyer in connection therewith. Any insurance maintained by Seller as required by the terms of this Order shall in no way be interpreted as relieving Seller of any responsibility under this section. Sections 14 and shall survive termination, cancellation or expiration of this Order
- INSURANCE REQUIREMENTS. Supplier will secure and maintain insurance providing coverage for liabilities to third parties for bodily injury (personal injury) and damage to property in amounts sufficient to protect PD Systems in the event of such injury or damage, and will be in compliance with any and all laws, regulations or orders addressing the liabilities of an employer to its employees for injuries and disease suffered in connection with employment. Supplier further will maintain such additional types and limits of insurance as is customary for a company of similar size and similar operations to Supplier in the jurisdiction or jurisdictions in which Supplier’s operations take place.
- APPLICABLE LAWS. Seller, in the performance of this Order, shall comply with all applicable Federal, State, Provincial and local statutes, laws, regulations, order and ordinances and agrees, upon request, to furnish a certificate to such effect in such form as Buyer may from time to time require. The UN Convention on Contracts for the International Sale of Goods is hereby specifically excluded from this Order. [FOR SELLERS LOCATED IN THE U.S. ONLY:] Seller, in the performance of this Order, shall comply with the provisions of the United States Fair Labor Standards Act of 1938, as amended.
- PACKAGING AND LABELING LAWS. Seller shall package, transport and label the Goods and their containers in accordance with all applicable federal, state, provincial and local packaging, shipping and labeling laws and regulations in effect in the place to which the Goods are shipped or as specified otherwise by Buyer.
- ASSIGNMENT. Neither party shall assign or transfer this Order or any interest therein or monies payable thereunder without the prior, written consent of the other party, and any assignment made without such consent shall be null and void, except that Buyer may assign this Order and its interest therein to any affiliated corporation or to any corporation succeeding to Buyer’s business without the consent of Seller.
- GOVERNING LAW. Governing law will be in the State of the Commonwealth of Virginia.
- TAXES. Unless otherwise stated, the prices include sales, use, excise and similar taxes applicable to the Goods or the materials used in the manufacture of Goods. All such taxes and charges shall be shown separately on Seller’s invoices.
- REMEDIES. No remedy herein provided shall be deemed exclusive of any other remedy allowed by law.
- CONFIDENTIALITY. This Order and any material transmitted herewith may contain information confidential or proprietary to Buyer, its subsidiaries or affiliates and such information is not to be used by Seller other than the purpose for which it was transmitted to Seller. Seller shall hold such information in strictest confidence and not disclose such information to third parties without the prior, written consent of Buyer. Seller will execute a confidentiality and non-disclosure agreement as required by Buyer.
- SAFETY. Seller and all individuals that Seller assigns, or sub-contracts with, to perform work or services at Buyer’s facilities shall comply with Buyer’s Safety regulations and all occupational health and safety and environmental legislation and regulations and all applicable industry standards.
- CODE OF CONDUCT.Seller shall comply with the PD Systems, Inc. Code of Conduct. PD Systems is an Equal Opportunity, Affirmative Action Employer.
- INDEPENDENT CONTRACTOR. Seller is an independent contractor. All individuals that Seller assigns, or subcontracts with, to perform work or services are deemed to be Seller’s “employees”. Nothing in this Order, and no conduct, communication, trade practice, or course of dealing between the parties or their subsidiaries or affiliates, shall be interpreted or deemed to create any partnership, joint venture, agency, or fiduciary relationship.
- FAR CLAUSES INCORPORATED BY REFERENCE. FAR Clause 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS–COMMERCIAL ITEMS (MARCH 2007) (a) The Contractor shall comply with the following Federal Acquisition Regulation (FAR) clauses, which are incorporated in this contract by reference, to implement provisions of law or Executive orders applicable to acquisitions of commercial items: (1) 52.233-3, Protest after Award (AUG 1996) (31 U.S.C. 3553). (2) 52.233-4, Applicable Law for Breach of Contract Claim (OCT 2004) (Pub. L. 108-77, 108-78). (i) 52.219-8, Utilization of Small Business Concerns (May 2004) (15 U.S.C. 637(d)(2) and (3)), in all subcontracts that offer further subcontracting opportunities. If the subcontract (except subcontracts to small business concerns) exceeds $550,000 ($1,000,000 for construction of any public facility), the subcontractor must include 52.219-8 in lower tier subcontracts that offer subcontracting opportunities. (ii) 52.222-26, Equal Opportunity (MAR 2007) (E.O. 11246). (iii) 52.222-35, Equal Opportunity for Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans (SEP 2006) (38 U.S.C. 4212). (iv) 52.222-36, Affirmative Action for Workers with Disabilities (June 1998) (29 U.S.C. 793). (v) 52.222-39, Notification of Employee Rights Concerning Payment of Union Dues or Fees (DEC 2004) (E.O. 13201).
- EXPORT COMPLIANCE. The parties acknowledge that the technology, information and materials provided by Seller to Buyer hereunder may be subject to the export and foreign trade control laws and regulations of the United States, including, without limitation, the U.S. Commerce Department’s Export Administration Regulations and regulations of the U.S. Treasury Department’s Office of Foreign Assets Control, that potentially restrict or impose prior licensing requirements for the transfer or disclosure of the technology, information or materials to other parties, which are hereby incorporated by reference as appropriate. If such technology information and materials is subject to such laws, Seller will promptly inform Buyer of such restraints. Seller hereby represents and warrants that it and its employees and contractors shall comply with all U.S. export and foreign trade control laws and regulations with respect to the release or distribution of any such technology, information or materials, including U.S. laws and regulations prohibiting exports, re-exports or disclosure of U.S. origin technology or materials to:
(a) countries subject to comprehensive economic embargo sanctions or designated as terrorist-supporting by the United States (currently Cuba, Iran, North Korea, Sudan and Syria, and subject to change); the government entities of such countries, wherever located; nationals of such countries, wherever located (including specifically, employees or contractors in the United States on temporary visas); or any person, wherever located, known to be acting for or on behalf of such a country;
(b) other entities or persons designated on the Treasury Department’s list of Specially Designated Nationals and Blocked Persons, the Commerce Department’s Denied Party List or Entity List, or persons otherwise prohibited from receiving such information or materials under U.S. export law or regulation (see www.bis.doc.gov for information); or
(c) any end-user engaged in design, development or production of chemical, biological, or nuclear weapons.
PD Systems, Inc.
PD Systems, Inc. is a Service Disabled Veteran-Owned Business Government Contractor. We specialize in Engineering, Logistics and Administrative Services, as well as Power systems and equipment. Our dedicated and solutions oriented employees have extensive government contracting experience. We invest in technology and people to provide rapid, innovative and accurate solutions to complex programs.
Headquartered within the defense corridor of our Nation's Capital, PD Systems is positioned right where you need us to be.
PD Systems is a solutions oriented company providing a wide range of Logistics and Engineering Domain services. The company's portfolio includes Operational Logistics, Training Services, Engineering Services, Energy Solutions, and Sustainment Support.