HIGH-PERFORMANCE COMPOSITE PRODUCTS SINCE 1945
 
 
The Gill Corporation Terms And Conditions

1.        ACCEPTANCE. This purchase order constitutes Buyer’s offer to Seller and becomes a binding contract on the terms set forth herein when it is accepted by Seller either by acknowledgment or the commencement of performance hereof. This order expressly limits acceptance to the terms stated herein, and any additional or different terms proposed by the Seller are rejected unless expressly agreed to by the buyer in writing.

2.        INSPECTION. All materials or articles ordered will be subject to final inspection and approval at destination by Buyer, or at Seller’s plant if Buyer so desires. Buyer reserves the right to reject and return or hold, at Seller’s expense subject to Seller’s disposal, all materials and articles not conforming to Drawings and/or Specifications and samples, if required, under the terms of this Purchase Order. If any merchandise fabricated by Seller from material fabricated by Buyer is rejected by Buyer due to Seller’s fault or failure to meet the requirements of drawings, specifications and samples if required under the terms of the Purchase Order, Seller shall pay Buyer the replacement cost of the material used therein. Seller will pay Buyer replacement costs of Buyer’s materials or tools damaged while in Seller’s possession. Articles returned to Seller for rework will be charged back or debited to the Seller at full purchase order price. Upon completion of rework and redelivery to Buyer, Seller shall rebill or reinvoice Buyer at full purchase order price. Articles rejected to Seller and not reworkable or which cannot be reworked in sufficient time, may be charged back or debited to Seller at full purchase order plus price of the material or work in process supplied to Seller. Rejected articles shall be replaced by Seller at Buyer’s option. Articles replaced shall be billed or invoiced at full purchase order price.

3.        WARRANTY OF SELLER. Seller expressly warrants that all articles, assemblies and material covered by this order will conform to the specifications, drawings, samples or other description furnished or specified by Buyer, and will be merchantable, of good material and workmanship and free from defect. Seller expressly warrants that all articles, assemblies and material covered by this order which are of Seller’s design or are Seller’s standard product, or in accordance with Seller’s specifications, will be fit and sufficient for the purpose intended. Such warranties, together with Seller’s service warranties and guarantees, if any, shall survive inspection, test, and acceptance of, as well as payment for, the articles and shall run to Buyer, its successors, assigns, customers and to the users of its products. Buyer may, at its option, either return for credit of require prompt correction or replacement of any defective or nonconforming article or part thereof, any return be at Seller’s expense.

4.        PATENTS, ETC. By accepting this order, Seller guarantees that the material hereby ordered and the sale or use of it will not infringe on any United States or foreign letters patent, copyright or trademark, and Seller agrees to defend, protect and save harmless Buyer, its successors, assigns, customers and users of this product, against all suits at law or in equity and from all damages, claims and demands, for actual or alleged infringement of any patent, copyright or trademark by reason of the sale or use of the material hereby ordered. Seller agrees to obtain like protection from suppliers of materials or items incorporated in the products covered by this order.

5.        BUYER’S DATA. No specifications, drawings or other data, of whatsoever kind, supplied by Buyer to Seller (herein called “Data”), shall be used by Seller, directly or indirectly, for any purpose other than production for Buyer hereunder, without the prior consent of Buyer. Upon completion of Seller’s work hereunder, Seller shall promptly return to Buyer all Data, together with all copies or reprints thereof, in Seller’s possession or control. If Seller makes any Data available to any other person, firm or corporation, the same contractual restrictions shall be placed upon such person, firm or corporation by Seller. All Data shall be and remain the sole and exclusive property of Buyer and Seller shall have only the limited license to utilize such Data in connection with performance of its obligations hereunder.

6.        ADVANCE MANUFACTURE AND SHIPMENTS. Seller shall not manufacture in advance of time reasonably required to meet deliveries set forth in this order. Buyer reserves the right to return, shipping charges collect, all materials received at Buyer’s plant more than two weeks in advance of schedule shown on the order. Buyer may waive it’s right to return excess or anticipated deliveries from time to time, but such waiver shall not constitute a continuing waiver or prevent Buyer from rejecting any further excess or anticipated shipment. Seller agrees to deliver promptly in accordance with the delivery schedule and acknowledges that time is hereby expressly made the essence of this agreement.

7.        TOOLS AND MATERIALS. Title to and the Buyer’s right of immediate possession of all tooling, designs, patterns, drawings and materials furnished by Buyer to Seller for use hereunder shall remain in Buyer, in all stages of construction, except that title to any tools furnished by Buyer which are stamped or marked as U.S. Government Property shall be and remain in the Government. In the absence of any provision of the order to the contrary, all tooling, designs, patterns, drawings and material furnished by Buyer to Seller for use hereunder including all U.S. Government Property, shall be returned to Buyer in as good condition as when received, except for reasonable wear and tear or for the utilization of the property in accordance with the provisions of this order. Buyer does not guarantee or warrant the accuracy of any tooling furnished by it. If this order calls for tools, dies, molds, patterns or Templates (herein called “tooling”) they shall at all stages of this contract be the property of Buyer, subject to Buyer’s call, and must be maintained in good working condition by Seller. All such tooling must be permanently marked or identified as property of The Gill Corp. and with The Gill Corp. Tool Code Number and Part Number designated by Buyer. Seller shall keep an inventory of all tooling in its possession which is furnished by Buyer or which becomes the property of Buyer, and shall furnish copies of such inventory to Buyer as may be required.

8.        PAYMENT. It is expressly agreed that payment shall not constitute final acceptance. Payment will be made in accordance with invoice terms except that if no discount is offered or taken, then payment may be made 30 days from the date the shipment is reviewed by buyer. In making payments, debits or charges against Seller for returns or rejections will be deducted whether against this Purchase Order or not.

9.        ASSIGNMENT. Seller shall not assign any right or delegate any duty under this contract without the written consent of Buyer, and any attempted assignment or delegation without such written consent shall be void for all purposes.

10.     CANCELLATION FOR INSOLVENCY. In addition to any rights of cancellation or termination elsewhere set forth in this agreement, it is urgent if, at any time, Seller’s financial condition shall be such as, in the sole judgment of Buyer, to endanger performance hereunder, Buyer shall forthwith have the unrestricted right to cancel and terminate this order. Such termination shall be deemed for default. No cancellation or termination of this ordered by either party for any cause shall pass title to any of the tooling or materials of Buyer or to any of the items mentioned in Paragraph 7, nor shall such cancellation or termination constitute a waiver of any claim under this contract, or for damages for the breach thereof.

11.     TERMINATION. (Applicable for Commercial Orders Only, i.e. Orders That Are Not Placed Under Government Contracts or Subcontracts.) (a) Buyer may terminate work under this Purchase Order in whole or in part at any time by written or electronic notice to Seller. (b) Upon termination in whole or in part of the work under this Purchase Order by Buyer pursuant to Paragraph (a) above, Seller, will, as to the terminated portion of the Purchase Order, stop work immediately, notify subcontractors to stop work and protect property in Seller’s possession in which Buyer has or may acquire an interest. (c) Except where such termination is occasioned by default or delay of Seller, Seller may claim reimbursement, on forms which Buyer will furnish on request, for Seller’s actual costs incurred up to and including the date of termination which are properly allocable to or apportionable under recognized accounting practices to the terminated portion of the Purchase Order, including liabilities to subcontractors which are so allocable, and acceptable finished units at contract price not previously billed or paid for, but excluding any charge for interest or any materials which Seller may be able to divert to other orders. Seller may also claim a reasonable profit on work actually done by Seller prior to such termination, the rate of which shall not exceed the rate used in establishing the original purchase order price. The total such claim shall not, however; exceed the cancelled commitment value of this Purchase Order.

12.     REPRODUCTION RIGHTS. Buyer does not grant or convey to Seller by virtue of this order (a) any reproduction rights in or to the articles called for hereunder, or (b) any right to use tools, materials, designs, drawings or other information belonging to Buyer or supplied by or on behalf of Buyer for use in the performance of this order, in the production, manufacture or design of any articles or materials for anyone other than Buyer.

13.     *PRICE CHANGES. Prices specified on any order accepted by Seller shall not be subject to change without the prior written consent of Buyer.

14.     CHANGES BY BUYER. Buyer may at any time by written change order make changes in or additions to the drawings and specifications, issue additional instructions, require additional work or direct the omission of work ordered hereunder. If any such change causes a variation in the cost of, or the time required for performance, Seller will notify Buyer immediately to obtain an equitable written adjustment. Pending such adjustment, Seller will proceed in accordance with such change order.

15.     FAIR LABOR STANDARDS ACT. The Seller agrees, as a condition of payment, to attach to or stamp on each invoice, the following statement: “We hereby certify that these goods were produced in compliance with all applicable requirements of Sections 6,7, and 12 of the Fair Labor Standards Act as amended, and of regulations and orders of the United States Department of Labor issued under Section 14 thereof.”

16.     CONDITIONS APPLICABLE TO ORDERS PLACED UNDER GOVERNMENT CONTRACTS OR SUB-CONTRACTS. If a Government Contract number appears on the face of this order, the following provisions will apply; Seller understands that the work covered by this purchase order relates to prime contract with the United States Government and that such work is within the jurisdiction of a Department of Agency of the United States. If any of the following provisions are in conflict with any prior provisions hereof, the provisions which follow, shall control.

A.       AUDIT. Seller’s Operations and records shall be at all times subject to Government inspection and audit.

B.       DISCLOSURE OF INFORMATION. Seller shall be responsible for the safeguarding of all classified matters that may be disclosed or developed in connection with the work under this order in accordance with all pertinent Espionage Laws including but without limiting the foregoing: Title 18 U.S.C. Section 793; Title 18 U.S.C. Section 795; and E.O. 8381, 22 March 1940; 5 F.R. 1147; 50 U.S.C. 45 re-enacted at Title 18 U.S.C. Section 759.

C.       TITLE TO GOVERNMENT PROPERTY. All goods and services covered by this Purchase Order shall vest in the U.S. Government upon delivery to the U.S. Government at any point within the Continental United States. Title to all tools, dies, jigs, fixtures and similar items furnished on behalf of the Government for the performance of work under this Purchase Order shall be in the Government and full title to such items will pass to the Government upon completion of work under this Purchase Order.

D.       SUBCONTRACTS. Seller shall not, without the prior written approval of the Purchaser make any contract with any other for furnishing any of the completed or substantially completed articles, spare parts, or work herein contracted for, or for furnishing articles or services to be paid for on time and material or labor hour basis.

E.       ESPIONAGE, SABOTAGE OR SUBVERSIVE ACTIVITIES. Seller shall immediately submit to the Buyer a confidential report concerning existing or threatened espionage, sabotage or subversive activities at any place at which work under this contract is being performed or at which material acquired and used in connection with the performance of this contract is stored, and shall submit such additional pertinent information as may be required.

F.       TERMINATION OF FIXED-PRICE SUBCONTRACTS. (This Sub-Paragraph 16. (F) is only applicable if this Purchase Order is a fixed-price type contract. If this Purchase Order is a cost plus fixed fee or other cost reimbursement type contract, the provisions of Paragraph 16. (G) apply.)

(1)     TERMINATION FOR CONVENIENCE. The Gill Corp. may terminate work under this Purchase Order in whole or in part at any time by written or electronic notice to Seller. Upon termination of this order by The Gill Corp. for any reason other than default or delay of Seller (except when due to causes beyond Seller’s control and without Seller’s fault or negligence.) the respective rights and dates of The Gill Corp. and Seller shall be provided in, and settlement shall be made in accordance with, ASPR 8-706, as said section may be amended, modified, and in effect as of the date of such termination. All terms and provisions of ASPR 8-706, as well as all other terms and provisions of ASPR Section VII which are applicable to the termination of a fixed price contract, shall be deemed to have been incorporated herein and made a part hereof by this reference.

(2)     TERMINATION FOR DEFAULT. The Gill Corp. may at any time cancel this order in whole or in part for default by written or electronic notice to Seller, in accordance with the terms and provisions of ASPR 8-707, as said section may be amended, modified and in effect as of the date of such termination. Where necessary to make the context of ASPR 8-707 applicable to this order, the terms “Government,” “Contracting Officer” and equivalent shall mean The Gill Corp. the term “Contractor” shall mean Seller, and the term “Contract” shall mean this Purchase Order. All terms and provisions of ASPR 8-707, as well as all other terms and provisions ASPR Section VIII are applicable to the termination of a fixed price contract, shall be deemed to be incorporated herein and made a part hereof by this reference.

G.      TERMINATION OF COST PLUS FIXED FEE AND OTHER COST- REIMBURSEMENT TYPE CONTRACT. (This Sub-Paragraph 16. (G) is only applicable if this Purchase Order is a cost plus fixed fee or other cost-reimbursement type contract. If this Purchase order is a fixed-price contract, the provisions of 16. (F) apply.) The Gill Corp. may terminate work under this Purchase Order in whole or from time to time in part, in accordance with provisions of ASPR 8-702, as that section may be amended, modified, and in effect as of the date of such termination, with the following exception: (1) where necessary to make the ASPR 8-702 applicable to this Purchase Order, the terms “Government,” “Contracting Officer” and equivalent phrases shall mean The Gill Corp. the term “Contractor” shall mean Seller, and the term “Contract” shall mean this Purchase Order; and (2) paragraph (1) of ASPR 8-702, dealing with the right of appeal, and all reference in ASPR 8-702 to approvals by the Settlement Review Board as required by Section VII of the Armed Services Procurement Regulation, are not included as part of the terms and provisions of this Purchase Order. After giving effect to the provisions of (1) and (2) hereof, all terms and provisions of ASPR 8-702, as well as all other terms and provisions of ASPR 8-702, as well as all other terms and provisions of ASPR Section VII which are applicable to the termination of a cost plus fixed fee or other cost-reimbursement type contract, shall be deemed to be incorporated herein and made a part hereof by this reference.

H.      COMPLIANCE WITH STATUTES AND REGULATIONS. All work hereunder will be performed in accordance with all applicable statutes (including Fair Labor Standards Act) rules, regulations and orders, and without limiting the foregoing, the following provisions of the Armed Services Procurement Regulations (ASPR) which are incorporated herein by reference: Buy American Act DAR 7-104.3, Convict Labor (12-203), Eight Hour Law of 1912 DAR 7-103.16, Walsh-Healey Public Contracts Act (12-604), Nondiscrimination in Employment (12-804), Inspection (7-103.5), Officials Not to Benefit (7-103.19), Restrictions on Hiring of Aliens and Other Individuals (12-901), Renegotiation (7-103.13), Excess Profit (7-104.11), Military Security Requirements (7-104.12), Examination of Records (7-104.15), Gratuities (7-104.16), Notice to the Government of Labor Disputes (DAR 7-104.4), Notice and Assistance Regarding Patent Infringement (9-104), Reporting of Royalties (9-110), in accordance with (9-110.1), Filing of Patent Applications (9-107), Patent Indemnity (9-103), Patent Rights (9-107), Copyrights (9-202), and in all such provisions where necessary to make the context of these clauses applicable to this Order the term “Government,” “Contracting Officer,” and equivalent phrases, shall mean The Gill Corp. (except in the provisions of ASPR Section IX, Patents and Copyrights), the term “Contractor” shall mean Seller, and the term “Contract” shall mean this Order. The title of the above clauses shall be applicable to any type contract, whether fixed fee, cost plus or cost plus fixed fee, even though paragraph numbers may be changed or vary in different sections of ASPR.

I.         NON-DISCRIMINATION IN EMPLOYMENT. “The equal employment opportunity clause section 202 of Executive Order 11246 as amended related to equal opportunities and implementing rules and regulations of the Secretary of Labor is incorporated herein by specific reference”

J.        RIGHT TO EXAMINE: (a) Pursuant to the requirements of Public Law 245, the Seller agrees that, in the event this order exceeds $1000.00 the Comptroller General of the United States or any of his duly authorized representatives shall until the expiration of 3 years after final payment under the contract shown in this order, have access to and the right to examine any directly pertinent books, documents, papers, and records of the Seller involving transactions related to this contract. (b) The Seller further agrees to include the following provision, with appropriate insertions, in all of his subcontracts hereunder: “Seller agrees that the Comptroller General of the United States or any of his duty authorized representatives, shall, until the expiration of 3 years after final payment under the prime contract shown in this order between the United States of America and the Buyer, have access to and the right to examine any directly pertinent books, documents, papers, and records of the Seller involving transactions related to this contract.”

17.     RIGHT OF ENTRY. The Gill Corporation and its customers, reserve the right to conduct surveillance at Seller’s plant. Representatives of The Gill Corporation, its customers, and/or the Federal Aviation Administration (if not domestic, equivalent government agency) may inspect and evaluate Seller’s facilities, system, data, equipment, personnel, and all completed articles manufactured for The Gill Corporation.

18.     The terms and conditions contained herein constitute the entire agreement between the parties and no deviations therefrom will be applicable hereto unless accepted in writing by Buyer.

 
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