Such access is provided on the condition that prior to such access all such parties have suitable obligations in place protecting Sellers rights in the computer software or computer software documentation which are in substance consistent with the provisions of this Purchase Order. 252.244-7000 Subcontracts for Commercial Items and Commercial Components (DoD Contracts) 20. (j) Unless this Purchase Order specifies otherwise, if any goods are imported into the United States pursuant to this Purchase Order, Buyer shall not serve as Importer of Record. 78 et seq. Buyer may assign this Purchase Order to (i) any affiliated company, (ii) any successor in interest, or (iii) Buyer s customer. 52.222-50 Combating Trafficking in Persons 21. Unless otherwise directed, all items shipped on the same day from and to a single location must be consolidated on one bill of lading or airbill, as appropriate. conditions of a vendor agreement vary for each vendor. 10. A Suspect Counterfeit Item means an item for which credible evidence (including, but not limited to, visual inspection or testing) provides reasonable doubt that the item is authentic. Seller warrants that it and its officers, employees or representatives (i) have 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 Buyer any gratuity or any kickback within the meaning of the Anti-Kickback Act of 1986 and (ii) have not, for the purpose of improperly obtaining or rewarding favorable treatment in connection with the award of this Purchase Order to Seller from Buyer: (1) provided, attempted to provide, or offered to provide any kickback; (2) solicited, accepted, or attempted to accept any kickback; or (3) included, directly or indirectly, the amount of any kickback prohibited by (1) or (2) of this Section in the price charged by Seller to Buyer under this Purchase Order. Buyer shall have the right by written notice to suspend or stop work or to make changes from time to time in the services to be rendered or the goods to be furnished by Seller hereunder or the delivery schedule. Also, the term Period signifies the beginning and completion date of the services. (b) Seller agrees to identify and retain for Buyers use any rights to offset credits generated by its suppliers and subcontractors arising out of or resulting from this Purchase Order. property license. To the extent permitted by applicable law, the Parties waive any right they may have to a trial by jury. Seller shall require lower-tier suppliers to comply with quality assurance requirements comparable to those contained in this Purchase Order. 100% Confidentiality. (f) Unless this Purchase Order provides otherwise, for any goods imported into the United States pursuant to this Purchase Order, Seller shall obtain all necessary import and/or export authorizations. 252.247-7023 Transportation of Supplies by Sea 24. 52.2243 Privacy Training (Applicable to Purchase Orders, regardless of dollar value, when Sellers employees will (i) have access to a system of records; (ii) create, collect, use, process, store, maintain, disseminate, disclose, dispose, or otherwise handle personally identifiable information; or (iii) Design, develop, maintain, or operate a system of records.) To the extent any of such works do not qualify as a work made for hire, Seller hereby assigns to Buyer 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. This 2. Order-specific text on the Purchase Order; 2. Seller shall include the substance of this Paragraph 22(b), in favor of Buyer, in its subcontracts issued at all tiers pursuant to this Purchase Order. Also, it shall be relevant to state that this clause clarifies that no one can act for or on behalf of the Vendor. under this Purchase Order, Seller will proceed diligently as directed by Buyer with the performance of this Purchase Order. 52.222-40 Notification of Employee Rights Under the National Labor Relations Act (Applicable to Purchase Orders that exceed $10,000 or the dollar threshold in effect as of the date of the prime contract and are issued under prime contracts resulting from Solicitations issued after December 12, 2010.) Seller acknowledges that its actions may subject it and Buyer to liability under the United States Foreign Corrupt Practices Act, 15 U.S.C. Any termination settlement proposal shall be submitted to Buyer promptly, but no later than ninety (90) days from the effective date of the termination. Remedies shall be at Buyers election, including, but not limited to, the prompt repair, replacement, or reimbursement of the purchase price of nonconforming goods and, in the case of services either the prompt correction of the defective services at no cost or reimbursement of the amounts paid for such services. 52.222-54 Employment Eligibility Verification (Applicable to Purchase Orders (i) for construction or commercial or noncommercial services (except commercial services that are part of a purchase of a COTS item, or an item that would be a COTS item, but for minor modifications, performed by the COTS provider, and that are normally provided for that COTS item); (ii) has a value more than $3,000 or the dollar threshold in effect as of the date of the prime contract; and (iii) includes work performed in the United States.) In What Are Rajant Kinetic Mesh Wireless Mesh Networks? Earlier she was working as an Associate in a Delhi based Law Firm, but her interest in writing made her pursue Legal Content Writing as a career. 2022 Rajant Corporation. For purposes of this Section, the term kickback means any money, fee, commission, credit, gift, gratuity, thing of value, or compensation of any kind which is provided, directly or indirectly, to Buyer or Buyers officers, employees or representatives, including any of their family members, subcontractors, or subcontractor employees, for the purpose of improperly obtaining or rewarding favorable treatment in connection with this Purchase Order. (b) Seller will provide reasonable support and access to Buyer in the inspection and test of the goods and services without additional charge. 11. (c) If this Purchase Order is terminated for default, Buyer may require Seller to transfer title to, and deliver to Buyer, as directed by Buyer, any (1) completed supplies, and (2) partially completed supplies and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and contract rights that Seller has specifically produced or acquired for the terminated portion 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 Buyer, without regard to its conflicts of laws 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. Seller may be required by Buyer to provide a satisfactory release of liens as a condition of final payment. Notwithstanding the above, either Party may seek injunctive or other equitable relief in any court of competent jurisdiction at any time. business. Seller shall maintain general records relating to this Purchase Order for a minimum period of four years after completion of this Purchase Order or for such longer period as required by law or this Purchase Order. clause plays a pivotal role in the contract and protects the leakage and breach Is it Possible to Draft Joint Venture Agreement Between Two Companies? Seller shall provide evidence of the Sellers risk mitigation process to Buyer upon request. Assignments, Subcontracting, Organizational Changes, and Place of Performance. 200 Chesterfield Parkway, Seller shall report to Buyer the information required under the clause.) the terms and conditions regarding the contract. Also, it shall be relevant to state that a Vendor Agreement is governed and regulated by the provisions of the Indian Contract Act 1872. Seller shall provide a copy of each purchase order or subcontract placed with a foreign source under this Purchase Order in support of Buyers rights to offset credit. (b) Any refund, credit, or rebate of any import duties, taxes, or fees (including any drawback claim) shall inure solely to Buyers benefit and shall be assigned to Buyer by Seller. (b) Seller shall control the disclosure, export, reexport, transfer and retransfer of, and access to, any hardware, software, controlled technical data, technology, and/or services (collectively referred to as items) received under this Purchase Order to ensure that any such disclosure, export, reexport, transfer or retransfer is undertaken in accordance with U.S. export control laws and regulations. If such computer software or computer software documentation is supplied by Seller to Buyer under this Purchase Order, and such computer software and computer software documentation is for future delivery to Buyers customers, Buyer shall be permitted to do the following: (i) transfer the computer software, the computer software documentation and licenses granted to Buyers customers for such period of time as Buyers customers shall use such computer software or software documentation; (ii) modify the computer software or computer software documentation or combine it with other software subject to the proviso that those portions of the modified software which incorporate the original software are subject to the same license rights as the original software; (iii) grant access to the use of the computer software and computer software documentation to Buyers affiliates, consultants, subcontractors, team members, customers, and similar parties and to their respective employees in connection with Buyers and Buyers customers authorized uses thereof. 10. The (h) If this Purchase Order forms the whole or a part of a sale by Buyer of defense articles or defense services being sold in support of a Foreign Military Sale or commercially to or for the use of the armed forces of a foreign country or international organization, Seller shall within ten (10) days of being requested by Buyer to do so, with respect to all Purchase Orders received by the Sellers legal entity to date in relation to the Rajant Purchase Orders, certify that pursuant to International Traffic in Arms Regulations Certificate and Reporting of Political Contributions, Fees or Commissions, in furtherance of the requirements stipulated in Part 130 of the ITAR, 22 C.F.R. (d) For goods purchased F.O.B. However, from the business point of view, if something goes wrong, Also, the key elements of a Vendor Buyer shall not be required to return the good during the investigation process and thereafter if not found to be authentic. 13. Imposition of Tax on Product and Services. Specify the goods and services that will be offered. (Applicable to Purchase Orders for items containing specialty metals to ensure compliance of the end products that Buyer will deliver to the Government under prime contracts awarded, or modified to include the clause, after July 28, 2009 according to the clause.) 252.203-7002 Requirement to Inform Employees of Whistleblower Rights 2. A vendor is not eligible for any type of Employment Benefits. Standards of Business Ethics and Conduct, 29. 8. (c) During performance of this Purchase Order, Seller shall notify Buyer of any planned obsolescence of the good(s) set out in this Purchase Order. Seller further warrants that the performance of work and services shall conform with the requirements of this Purchase Order and to high professional standards. (a) All goods and services shall be subject to inspection and test at all reasonable times and places by Buyer or Buyers customer before, during, and after performance and delivery. the place of shipment is described in the Uniform Commercial Code Section 2-319), Seller shall bear the expense of and risk of loss of, or damage to, the goods until the goods are put into the possession of the carrier designated by Buyer. (c) Seller shall not change the place of performance under this Purchase Order without Buyers prior written consent. 252.246-7003 Notification of Potential Safety Issues (Applicable to Purchase Orders for (i) parts defined as critical safety items in accordance with this clause; (ii) systems and subsystems, assemblies, and subassemblies integral to a system; and (iii) repair, maintenance, logistics support, or overhaul services for systems and subsystems, assemblies, subassemblies, and parts integral to a system.) Seller represents and warrants to, and covenants and agrees with, Buyer that: 1. If such suspension, stoppage, or changes cause an increase or decrease in the cost of performance of this Purchase Order or in the time required for its performance, an equitable adjustment shall be negotiated promptly and the Purchase Order shall be modified in writing accordingly. Documents incorporated by reference on the Purchase Order which apply to the Purchase Order as a whole and not to a specific line item therein and not otherwise referenced in this Section 12; 3. Also, Also, the terms and The price may include applicable sales and use taxes that are separately stated on Sellers invoice, but Seller retains the responsibility to remit taxes collected from Buyer to the relevant tax authority. 15. 5. Seller shall include the substance of this Section 13 (b), including this flow down requirement, in procurements for goods at all tiers. 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 Buyer immediately in writing, but not more than seven (7) days after becoming aware of such circumstances. 52.223-7 Notice of Radioactive Materials (Insert 45 days in the blank in paragraph (a) of the clause unless otherwise indicated in the Purchase Order.) 52.222-26 Equal Opportunity (Applicable to Purchase Orders exceeding $10,000 or the dollar threshold in effect as of the date of the prime contract.) services. The term Concept and Clauses of Vendor Agreement denotes a legal document that lays down the provisions and regulations concerning the work performed by a vendor. 6. Shivani has completed her B com LLB (Hons) and has the experience of writing various research papers during her college time. Manner of contacting the person for Account Payable details. (l) Seller shall indemnify Buyer for all liabilities, penalties, losses, damages, costs or expenses that may be imposed on or incurred by Buyer in connection with any violations of non-U.S. or U.S. export or import control laws and regulations, by Seller, its officers, employees, agents, Sellers or subcontractors at any tier. In the event of partial termination, Seller is not excused from performance of the nonterminated balance of work under the Purchase Order. Buyers acceptance of goods or services shall not be deemed to diminish Buyers rights or be final or binding on Buyer if latent defects, fraud, or misrepresentation on the part of Seller exists. Draft a Vendor Agreement are as follow: In The term Indemnification means when one of the parties shows 52.203-7 Anti-Kickback Procedures (Excepting paragraph (c)(1))(Applicable to Purchase Orders that exceed $150,000 or the dollar threshold in effect as of the date of the prime contract.) 27. Malvern, PA 19355. Buyer reserves the right to assign offset credits generated through Sellers efforts under this Purchase Order to third parties. Such FAR and DFARS provisions and clauses are incorporated herein, unless made inapplicable by a corresponding note in this Section 19(e), with the same force and effect as if given in full text. Buyer shall not be responsible for delays in U.S. import or export of controlled items supplied hereunder by Buyer resulting from a lack of necessary documentation from Seller or Sellers country. How to become a Payment Gateway Service Provider in India, Format of Shareholders Agreement: Its Concept and Clauses. (a) In the event of any inconsistency or conflict between or among the provisions of this Purchase Order, such inconsistency or conflict shall, subject to Section 9(e) above, be resolved by the following descending order of preference: 1. All such items supplied by Buyer or obtained by Seller in performance of this Purchase Order or paid for by Buyer shall be promptly provided to Buyer on request or upon completion of this Purchase Order. 52.20318 Prohibition on Contracting with Entities that Require Certain Internal Confidentiality Agreements or StatementsRepresentation (Applicable to solicitations, regardless of dollar value, when the clause is in Buyers customers solicitation.) 252.239-7018 Supply Chain Risk (Applicable to Purchase Orders involving the development or delivery of any information technology under DoD contracts awarded after November 18, 2013.) Risk of Loss (a) Seller shall be responsible for ensuring the proper packaging of goods hereunder. 6. by Buyer s Purchasing Representative. item or technology controlled by the EU List of Dual Use Items or by other applicable national export control lists. Seller is familiar with the prohibitions under the Anti-Corruption Requirements, and, in particular, it is familiar with the requirements described in clause 19(c)(3). 52.20319 Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements (Applicable to Purchase Orders, regardless of dollar value, when the clause is in Buyers prime contract.) Seller shall abide by all applicable export and import control laws and regulations of that country, to the extent consistent with U.S. law. However, nothing herein shall excuse Seller from proceeding with this Purchase Order as changed pending resolution of the claim. so specified in this Purchase Order. Seller and Sellers subcontractors that are allowed access to the US Government Industry Data Exchange Program (GIDEP) shall participate in monitoring GIDEP reports and Seller shall act on GIDEP reports that affect product delivered to Buyer. with the drafting and execution of Vendor Agreement. 52.244-6 Subcontracts for Commercial Items 30. Further, this contract is drafted for purposes, such as Consultant, Office Supplies, Technology, Services, etc. Also know, the format of Legal notice and in which cases it can be sent. By the acceptance of this Purchase Order, Seller represents that it has not participated in any conduct in connection with this Purchase Order that violates the standards of ethical fair dealing or, alternatively, the equivalent business ethics and conduct standards of Seller. No Sharing. Seller shall maintain data protection processes and systems sufficient to adequately protect specifications, information, data, drawings, software, and other items which are (i) supplied to Seller by Buyer, or (ii) obtained or developed by Seller in the performance of this Purchase Order or paid for by Buyer (collectively, Buyer Data), and to comply with any law or regulation applicable to such data, including General Data Privacy Regulation (GDPR). 252.204-7012 Safeguarding Covered Defense Information and Cyber Incident Reporting (FINAL RULE 10/21/2016) (Applicable to Purchase Orders under DoD contracts awarded after October 20, 2016 for operationally critical support, or for which Purchase Order performance will involve covered defense information.) The obligations contained in this Section are in addition to, and do not alter, Sellers obligations under applicable U.S. Government Procurement Regulations. 3. Title to goods furnished under this Purchase Order shall pass to Buyer upon formal acceptance, regardless of when or where Buyer takes physical possession, unless the Purchase Order specifically provides for earlier passage of title. 4. 12. 28. Seller shall execute all necessary documents to evidence Buyers right to use or assign any offset credits. accompanied by SOW (Statement of Work). Except for a default of Seller s subcontractor at any tier, neither Buyer nor Seller shall be liable for any failure to perform due to any cause beyond their reasonable control and without their fault or negligence. (e) Notwithstanding anything to the contrary in this Section 9, applicable U.S. Government Procurement Regulations incorporated into this Purchase Order shall, when applicable, take precedence over any conflicting provision of this Section 9 to the extent that such Regulations so require. the basis and assurance of safety for the parties involved in the contract. (a) Seller hereby certifies that it will comply with U.S. export and import controls laws and regulations, including but not limited to the International Traffic in Arms Regulations (ITAR) (22 CFR 120 et seq. Seller will immediately notify Buyer of any change in circumstance that may require an amendment to an existing authorization or the obtaining of a new authorization. 23. All Rights Reserved. In no event shall the amount of any settlement be in excess of the Purchase Order value. Seller shall include this clause in its subcontracts with lower-tier suppliers and require lower-tier suppliers to flow down this clause to their lower-tier suppliers. Neither Seller nor any of its principals, consultants, subcontractors, shareholders, directors, officers, employees or agents has performed or will perform any act which Buyer could reasonably believe would constitute a violation of the Anti-Corruption Requirements or which Buyer could reasonably believe would cause Buyer to be in violation of the Anti-Corruption Requirements, or present a credible risk, as determined by Buyer, of a violation of the Anti-Corruption Requirements. Buyers Access to Seller Records and Facilities. (c) Unless Buyer expressly identifies the goods that are procured under this Purchase Order as nontechnical and for Buyers internal use only, Seller further warrants that it has and shall maintain a Counterfeit Item risk mitigation process, internally and with its suppliers, (reference SAE AS5553 and AS6174), for goods delivered hereunder, and in accordance with the standards or instructions set forth in this Purchase Order. 252.227-7013 Rights in Technical Data Noncommercial Items (Applicable whenever any technical data for commercial items developed in part at Government expense will be provided for delivery to the Government under this Purchase Order.) Additionally, where Buyer transfers items to Seller under a U.S. Government export authorization, Seller shall promptly notify Buyer of any changed circumstance that may require Buyer to seek a new authorization, or a revision or amendment to an existing authorization, or that may impact Sellers ability to perform under this contract (including but not limited to a change in name or ownership, the desired addition of a non-U.S. dual or foreign national employee, or the desired addition of a new subcontractor and/or affiliate). The term Memorandum of Understanding Format denotes the Performa of an agreement that is signed between the parties. a nutshell, a vendor agreement is an enormously Sellers notification to Buyer of a Security Incident shall include sending an email to supplier (Privacy@Rajant.com), and Seller shall encrypt emails to Rajant regarding Security Incidents using industry standard encryption methods. (d) Anti-Kickback Act of 1986. Sellers obligations that by their very nature must 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, Export/Import Controls, Electronic Transmissions, Buyers Access to Seller Records and Facilities, Quality Requirements Flow Down, and Information Technology Assurance provisions of this Purchase Order, shall survive expiration, termination, or completion of this Purchase Order. (b) Pending resolution or settlement of any dispute arising (a) Seller shall keep its work and all goods supplied by it hereunder and Buyer premises 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. Upon Sellers request, Buyers Purchasing Representative will make their full text available. This clause applies to all Sellers, at all tiers, without regard to whether the Seller itself is subject to CAS.) Compliance with Law (a) Compliance with Laws. When so authorized by Buyer, Seller shall be responsible for counterfeit risk mitigation testing and providing traceability identifiers (i.e. These General Terms and Conditions of Purchase and Supplements thereto; 4. 52.232-40 Providing Accelerated Payments to Small Business Subcontractors (Applicable to Purchase Orders awarded after December 26, 2013 to small business when Buyer receives Accelerated Payments under its prime contract.) 10. 252.2467007 Contractor Counterfeit Electronic Part Detection and Avoidance System (Applicable to Purchase Orders when the goods or services include electronic parts or assemblies containing electronic parts. Cost of repair, rework, replacement, inspection, transportation, repackaging, and/or reinspection by Buyer shall be at Sellers expense. (a) 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. Clarification on vending license in order to check whether the said organization is allowed to deal with the product or not. 3. circumstances. Notwithstanding any other provision of the Purchase Order, the risk of loss of, or damage to, nonconforming goods remains with Seller until cure or acceptance. by Rajant. Steps to Register Food Business Online with FSSAI, Ways to Get an IEC Code for Small Business in India.