Terms and Conditions of Purchase and Commercial Item FAR/DFARS Provisions
SECTION I: GENERAL PROVISIONS
1. Contract Formation
(a) Purchase Orders issued by Curbell to Seller constitute Curbell's offer to Seller. Seller's signature on the Purchase Order, acknowledgment, acceptance of payment or commencement of performance shall constitute Seller's acceptance of the Purchase Order, including these Terms and Conditions of Purchase.(b) Each Purchase Order issued by Curbell shall be governed by these Terms and Conditions of Purchase. Any terms or conditions proposed by Seller inconsistent with or in addition to the Terms and Conditions of Purchase contained shall be void and are of no effect unless specifically agreed to by Curbell in writing. The Purchase Order, including these Terms and Conditions of Purchase, constitutes the entire and only agreement between the parties hereto and shall supersede and replace any and all prior or contemporaneous representations, agreements or understandings of any kind, whether written or oral, relating to the subject matter hereof.
(c) Purchase Orders issued by Curbell to Seller - together with any referenced or attached drawings, specifications, statements of work, or special conditions - will specify the Supplies required, including, but not limited to, the delivery schedule, period of performance, total compensation, rate/price, and payment schedules.
2. Definitions
"Curbell" means Curbell, Inc., Curbell Plastics, and any Curbell Plastics affiliates or subsidiaries."Force Majeure Events" means disturbances that are reasonably beyond the control of Seller or Curbell that delay or prevent performance of this Purchase Order, including, but not limited to labor disturbances, embargoes, riots, storms, fires, explosions, or acts of God.
"Parties" means Curbell and Seller, collectively.
"Purchase Order" means an offer by Curbell to a Seller to buy Supplies and Services. "Purchase Order" shall incorporate the Terms and Conditions of Purchase contained herein.
"Seller" means any person or legal entity that provides Supplies and Services pursuant to a Purchase Order issued by Curbell.
"Services" means all required assembly, maintenance, labor, and other effort constituting the subject matter of this Purchase Order.
"Supplies" means all required articles, materials, and goods constituting the subject matter of this Purchase Order.
"U.S. Government Prime Contract" refers to the contract between Curbell and the U.S. Government or Curbell and its higher-tier contract who has a contract with the U.S. Government.
3. Applicable Law and Venue
(a) The Purchase Order and these Terms and Conditions of Purchase are governed by and construed in accordance with the internal laws of the State of New York, without regard to principles of conflicts of law.(b) The parties hereby submit to the exclusive jurisdiction of the state and federal courts in the County of Erie, State of New York, where all actions or proceedings to enforce any rights under this Purchase Order (except concerning government contracts disputes) shall be commenced and maintained.
(c) As applicable, any provision that is
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(a) incorporated in full text or by reference to the Federal Acquisition Regulation (FAR) or the Defense Federal Acquisition Regulations Supplement (DFARS);
(b) incorporated in full text or by reference to any agency regulations that supplement the FAR or DFARS; or
(c) that is substantially based on any such agency regulation or FAR or DFARS provision, shall be construed and interpreted according to the federal common law of government contracts.
4. Assignment
(a) This Purchase Order is binding upon and inures to the benefit of the Parties hereto and each of their respective successors and assigns, provided, however, that Seller may not assign or delegate its rights or obligations under the Purchase Order, in whole or in part, without the prior written consent of Curbell. Any purported assignment by Seller without such consent shall be void.(b) Seller will not subcontract any of its obligations arising in connection with the Purchase Order without Curbell's prior written consent, which consent Curbell will not unreasonably withhold.
5. Changes
(a) Curbell may at any time, by written notice, and without notice to sureties or assignees, if any, make changes within the general scope of the Purchase Order (a "Change Order") in any one or more of the following:-
(i) Drawings, designs, or specifications when the Supplies to be furnished are to be specially manufactured for the Government in accordance with the drawings, designs, or specifications.
(ii) Method of shipment or packing.
(iii) Place of delivery.
(iv) Description of Services to be performed.
(v) Time of performance (i.e. hours of the day, days of the week, etc.).
(vi) Place of performance of the Services.
(b) If any such change causes an increase or decrease in the cost of, or the time required for, performance of any part of the work under this Purchase Order, whether or not changed by the order, Curbell shall make an equitable adjustment in the Purchase Order price or delivery schedule or both, and modify the Purchase Order accordingly.
(c) Any claim for an equitable adjustment by Seller shall be submitted in writing to the Curbell Purchasing Manager within thirty (30) days from the date of notice of the change, unless the Parties agree otherwise.
(d) Failure to agree to any adjustment shall be considered a dispute under the "Disputes" clause of these Terms and Conditions of Purchase. However, nothing in this clause shall excuse the Seller from proceeding with the Purchase Order as changed.
6. Compliance with Law
(a) Seller, in performance of this Purchase Order, agrees to comply with all applicable local, state, and federal laws, orders, rules, regulations, and ordinances. Seller warrants that the Supplies and Services to be rendered under this Purchase Order shall be performed, manufactured, sold, and used in compliance with all relevant federal, state, local law, orders, rules, ordinances, and regulations.(b) Seller shall obtain all permits and licenses required for the performance of the Purchase Order at no additional cost to Curbell. If, as a result of any violation of law by Seller, its employees, agents, or subcontractors at any tier:
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(i) Curbell's contract price or fee is reduced;
(ii) Curbell's costs are determined to be unallowable;
(iii) any fines, penalties, or interest are assessed on Curbell; or
(iv) Curbell incurs any other costs or damages, Curbell may make a reduction of corresponding amounts (in whole or in part) in the price of the Purchase Order or any other contract with Seller, or demand payment of the corresponding amounts. Seller shall pay such amounts within ten (10) days of such demand.
(c) No gratuities or kickbacks (in the form of entertainment, gifts, or any other thing of value) shall be offered or given by Seller to Curbell or any employee of Curbell with a view towards securing favorable treatment as a supplies. By accepting any Purchase Order, Seller certifies that it has not offered, provided, or solicited and will not offer, provide, or solicit any kickback in violation of the Anti-Kickback Act of 1986 (41 U.S.C. §§ 51-58), which is incorporated herein. Any breach of this warranty shall be a material breach of each and every contract between Curbell and Seller.
(d) For orders placed in support of and charged to a U.S. Government Prime Contract or subcontract thereunder, the clauses found in Section II of these Terms and Conditions of Purchase in effect as of the date of said prime contract are incorporated by reference.
7. Confidential Information
(a) "Confidential Information" means all:-
(i) information which is not generally available to the public and which Curbell treats as confidential pertaining to the business, assets or operations of Curbell, including without limitation, trade secrets, designs, know-how, new product information, technology, financial results and information, processes and techniques, information as to customers, customer lists and Sellers, sales and marketing information, production, pricing or cost data, information as to planning, performance, operations, business methods, practices and strategies and other valuable and confidential information, whether received prior to or after the date of this Purchase Order, and
(ii) documents, electronic records and other tangible items, in whatever form or medium, relating to or containing such information.
(c) Seller shall not publish, distribute, or use any Confidential Information of other information developed under or about the existence of this Purchase Order, or use the Curbell 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 website content or for products or service endorsement without prior written approval of Curbell.
(d) In the event
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(i) Seller is requested or required by oral questions, interrogatories, requests for information or document subpoena, civil investigative demand or similar process to disclose any Confidential Information or
(ii) Seller, based on an opinion of outside counsel, is required by applicable law other than any such legal process to disclose any Confidential Information, Seller shall provide Curbell with prompt notice of such request(s) or requirement(s) so Curbell may seek an appropriate protective order and, in any event, Seller shall use its best efforts to obtain confidential treatment of such Confidential Information to the full extent permitted by applicable law.
8. Disputes
(a) If Curbell and Seller reach an impasse arising under or relating to this Purchase Order, either Party may give the other Party written notice of the dispute. Curbell and Seller agree to enter into negotiation to resolve any dispute. Both parties agree to negotiate in good faith to attempt to reach a mutually agreeable settlement within a reasonable amount of time.(b) If the dispute has not been resolved by negotiation within forty-five (45) days of the notice, or if the parties have failed to confer within twenty (20) days after delivery of the notice, the parties shall submit the dispute to mediation under the CPR Mediation Procedure in effect on the date of the Purchase Order.
(c) If the dispute has not been resolved by mediation within sixty (60) days of the initiation of such procedure, it shall be settled by binding arbitration in accordance with the CPR Rules for Non-Administered Arbitration in effect on the date of this agreement, by a sole arbitrator selected from the CPR Panel.
(d) Until final resolution of any dispute hereunder, Seller shall diligently proceed with the performance of this Purchase Order as directed by Curbell.
(e) All disputes relating to a U.S. Government Prime Contract, shall be governed by the "Disputes" clause at
FAR 52.233-1.
9. Export Control
a) Seller performance of this Purchase Order and delivery of Supplies and Services may be subject to export controls under United States law, including but not limited the Export Administration Act of 1979, as amended, 50 U.S.C. App. 2401 et seq., the International Emergency Economic Powers Act, as amended, 50 U.S.C. 1701, et seq., the Export Administration Regulations (EAR), 15 CFR Parts 730-774, the Arms Export Control Act, as amended, 22 U.S.C. 2752 et seq., and the International Traffic in Arms Regulation (ITAR), 22 CFR Parts 120-130 ("Export Control Laws").b) Notwithstanding any other provision of this Purchase Order, no export or disclosure of Supplies or Curbell Confidential Information shall be made without proper authorization under all applicable Export Control Laws. Each Party shall comply fully with the Export Control Laws and ensure that no export controlled items or information are exported under this Purchase Order or be further provided to any foreign persons or transmitted outside the United States without proper U.S. Government authorization, where required. This obligation shall survive any termination of this Purchase Order.
c) In the event a provision of this Purchase Order requires the export or disclosure of Supplies or Curbell Confidential Information subject to Export Control Laws, the Parties agree to work together in good faith to obtain all approvals, licenses, agreements, or other forms of authorization required by the government of the United States and necessary to allow the Parties to fulfill the requirements of this Purchase Order in a manner consistent with the Export Control Laws. However, Seller shall have final responsibility for obtaining any export licenses or authorization required to fulfill its obligations under this Purchase Order.
10. Furnished Property
(a) Curbell may provide to Seller property owned by either Curbell or its customer ("Furnished Property"). Furnished Property shall be used only for performance of this Purchase Order. Title to Furnished Property shall be retained by Curbell or its customer. Curbell shall clearly mark all Furnished Property to show its ownership.(b) Except for reasonable wear and tear, Seller assumes all risk of loss, destruction, or damage of Furnished Property while in Seller's possession, custody, or control.
11. Indemnification
Seller will defend, indemnify and hold harmless Curbell and its affiliates, successors and assigns, and their respective officers, directors, stockholders, partners, agents and employees, from and against and in respect of any and all losses, liabilities, claims, actions, suits, damages (whether direct, indirect, consequential, incidental, special, punitive or otherwise), interest, penalties, costs and expenses (including without limitation legal fees and disbursements incurred in connection therewith), whether or not involving a third party claim, resulting from, arising out of, imposed upon or incurred by any person or entity to be indemnified hereunder by reason of:-
(i) any breach of representation, warranty, obligation or agreement on the part of Seller under this Purchase Order;
(ii) any act or omission of Seller or its agents, employees, Sellers or permitted subcontractors (if any) except to the extent that injury or damage is due to Curbell's gross negligence;
(iii) personal injury and property damages that occur during production (i.e. the formulation, fabrication or manufacturing) of Supplies by or for Seller or for claims based on violations of federal, state or local laws or regulations (including without limitation those applicable to employee or environmental protection) in connection with such production;
(iv) personal injury or product damage resulting from the failure of Supplies to meet any specification or due to a defect in materials or workmanship;
(v) any allegation that Seller's execution and performance of this Purchase Order, the transactions contemplated herein or Curbell's sale of Supplies infringes, misappropriates, misuses or conflicts with any rights of any person or entity;
(vi) any recall campaign or other corrective action that is required by any governmental entity, regulatory agency or Curbell (in Curbell's reasonable judgment);
(vii) any inspection, repair or replacement of Supplies violating any warranty of Seller under this Purchase Order or otherwise; or
(viii) any production interruption or delay.
12. Independent Contractor
Seller is an independent contractor in all its operations and activities hereunder. The employees used by Seller to perform the Purchase Order shall be Seller's employees exclusively without any relation whatsoever to Curbell.13. Insurance / Entry on Curbell Facilities
(a) Seller shall be responsible for the actions and failure to act of all parties retain by, through, or under Seller in connection with the performance of this Purchase Order.(b) Seller, as well as its subcontractors and lower-tier subcontractors, shall procure and maintain
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(i) workers compensation insurance with coverage amounts not less than required by applicable law in the
state(s) in which any obligation of Seller under this Purchase Order will be performed;
(ii) employer liability insurance having coverage limits not less than one million dollars ($1,000,000) per occurrence and in the aggregate; and
(iii) comprehensive general liability insurance (including without limitations products, completed operations and blanket contractual liability) having coverage limits that are reasonable for its business, with regard to the Supplies and Services being manufactured and supplied under this Purchase Order, which is not less than three million dollars ($3,000,000) per occurrence and in the aggregate; as well as such other insurance as Curbell may require, as stated in the Purchase Order, and shall comply with all site requirements.
(c) In the event that Seller is required to procure and maintain insurance pursuant to part (b) of this Article 13, Seller shall provide Curbell with thirty (30) days advance written notice prior to the effective date of any cancellation or change in the term or coverage of any of Seller's required insurance, provided however such notice shall not relieve Seller of its obligations to maintain the required insurance. If requested, Seller shall send a Certificate of Insurance showing Seller's compliance with these requirements.
(d) Seller's personnel, including Seller's subcontractors, shall comply with all Curbell security, safety, rules of conduct, badging and personal identity, and related requirements while on Curbell premises. In addition, prior to entry on Curbell premises, Seller shall coordinate with Curbell to gain access to facilities. Seller shall provide information reasonably required by Curbell to ensure proper identification of personnel, including buy not limited to verification of citizenship, lawful permanent resident status, protected individual or other status. Curbell may, at its sole discretion, have Seller remove any specified employee of Seller from Curbell's premises and request that such employee not be reassigned to any Curbell premises under this Purchase Order.
14. Limitation of Liability
Curbell's liability to Seller hereunder shall not, under any circumstances, be greater than the total dollar amount of the Purchase Order for which such liability relates to or arises out of. UNDER NO CIRCUMSTANCES SHALL CURBELL BE LIABLE TO THE SELLER FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE, OR SPECIAL DAMAGES, INCLUDING COMMERCIAL LOSS AND LOST PROFITS, HOWEVER CAUSED AND REGARDLESS OF LEGAL THEORY OR FORESEEABILITY, ARISING UNDER OR RELATING TO THE PURCHASE ORDER.15. Order of Precedence
In the event of an inconsistency or conflict between provisions of a Purchase Order, the inconsistency or conflict shall be resolved by giving precedence in the following order:-
(i) The Purchase Order;
(ii) these Terms and Conditions of Purchase;
(iii) any master agreement, such as corporate, sector, or blanket agreements; and
(iv) statements of work, including specifications and/or drawings.
16. Packaging / Delivery
(a) Delivery Dates, Title Transfer, Releases:-
(i) Curbell is not obligated to accept and may return over-shipments, shipments arriving after the confirmed delivery date of this Purchase Order, shipments arriving more than six days early or partial deliveries, all of which will be at Seller's risk and expense for all packaging, handling, sorting, damage and transportation;
(ii) Unless otherwise mutually agreed by both parties in writing, delivery times specified in the applicable purchase order are the times of delivery at Curbell's designated place of delivery;
(iii) All prices will be F.O.B. Seller's place of business.
(b) Shipping Documents:
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(i) Seller will generate a straight bill of lading to the freight carrier as necessary describing the shipment and referencing the correct delivery address;
(ii) Seller will comply with Curbell's carrier, routing and international dispatch guidelines;
(iii) Packing list will be included in or on one of the packages which will be marked "Packing Slip Attached" or "Packing List Inside;"
(iv) Packing list will accurately describe each item's part number, quantity shipped and purchase order number that the supplies are being shipped against;
(v) Seller will comply with all customs or NAFTA related obligations, origin markings and labeling requirements, invoicing and documentation requirements of the origin and destination country;
(vi) export licenses or authorizations necessary for the export of Supplies to Curbell, if applicable, are Seller's responsibility;
(vii) Seller will furnish all documentation required for export from Seller's country or import into Curbell's country, if applicable, including without limitation documentation necessary to apply for trade credits, import/export credits, customs drawbacks, rebate of taxes, fees, etc.;
(viii) Seller agrees to provide to Curbell a current Certificate of Origin (NAFTA Certificate when appropriate) on an annual basis at a minimum and immediately following any change to the current Certificate of Origin on file with Curbell, if applicable;
(ix) Seller agrees that the parts, materials and/or products that are supplied to Curbell will not contain banned substances as stated in the applicable laws on the use of hazardous substances.
(c) Packing, Marking, and Shipping:
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(i) Seller will pack, mark and ship Supplies in accordance with all applicable standards of Curbell and, as appropriate, the carrier transporting such Supplies;
(ii) Seller will assist Curbell with regard to packing, marking or routing that will enable Curbell to secure the most economical transportation rates;
(iii) Seller will not charge separately for packing, marking or shipping unless so specified in the Purchase Order;
(iv) If Seller fails to meet the shipping requirements of a purchase order due to a Force Majeure Event, Curbell may require a more expedient method of transportation at Seller's expense;
(v) For Supplies that may contain potentially hazardous materials, before shipping the materials Seller will furnish to Curbell sufficient warning and notice in writing including most current Material Safety Data Sheets (MSDS), appropriate label information for the container and packaging, and any special handling instructions;
(vi) Seller will comply with all applicable laws and regulations pertaining to transportation, packaging, labeling, handling and communication when shipping regulated Supplies.
17. Payment / Taxes
(a) Payment: Unless otherwise provided in the Purchase Order, terms of payment shall be net 45 days from the latest of the following:-
(i) Curbell receipt of Seller's invoice;
(ii) delivery of supplies or performance of work to the satisfaction of Curbell and Curbell's customer, if applicable. Payment shall be deemed to have been made as of the date of mailing Curbell's payment or electronic funds transfer.
(b) Invoices: An itemized invoice shall be submitted by Seller to the address shown on the face of the Purchase Order. The invoice shall contain the Purchase Order number, a description of the Supplies furnished or Services performed, and the unit prices, quantities, and total contract price relating thereto. Payment of invoices may be delayed pending the correction of omissions or errors in Services performed or Supplies delivered. Curbell shall have a right to recoup or setoff, as the case may be, against payments due or at issue under the Purchase Order or any other contract between the parties.
(c) Taxes: Unless otherwise specified, prices include all applicable federal, state, and local taxes, as well as duties, tariffs, and similar fees imposed by any government, all of which shall be listed separately on the invoice. All taxes, assessments and similar charges levied with respect to or upon any such Supplies or Services owned by Curbell while in Seller's possession or control, and for which no exemption is available, shall be borne by Seller.
(d) Currency: The prices stated in the Purchase Order are firm, fixed prices in United States dollars.
18. Severability / Survivability
(a) Severability: Each section, article, paragraph, and subparagraph of this Purchase Order is severable, and if one or more of them are declared invalid, the remaining provisions of these Terms and Conditions of Purchase will remain in full force and effect.(b) Survivabiltiy: Articles 7, 8, 9, 11, 14 and 15 shall survive termination of this Purchase Order.
19. Termination
(a) Default: Either party shall have the right to terminate this Purchase Order, in whole or in part, by written notice to the other Party if the other Party fails to cure any material breach of any provision of this Purchase Order, including the Terms and Conditions of Purchase, or for failure to make progress as to endanger performance of this Purchase Order, or failure to provide adequate assurance of future performance, within ten (10) days after written notice of such breach. In the event of partial termination, Seller is not excused from performance of the non-terminated balance of work under the Purchase Order.(b) Force Majeure: In the event that a Force Majeure Event occurs and prevents a Party's performance for a period of thirty (30) days, Curbell, at its option, shall have the right to suspend the Purchase Order for the duration of the delaying cause or extend the delivery or performance dates up to the length of time the delay endured, all without liability to the Seller.
(c) Convenience: Curbell may, by notice in writing, terminate this Purchase Order or work under 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 shall immediately stop work on all terminated portions of the Purchase Order, however, Seller is not excused from performance of the non-terminated balance of work under the Purchase Order. Seller shall be reimbursed for actual, reasonable, substantiated, and allocable costs, plus a reasonable profit for Supplies produced to date of termination. Curbell may take immediate possession of all work so performed upon written notice of termination to Seller.
20. Warranty
a) Warranties: In addition to any other warranties specified herein or provided by the manufacturer,Seller warrants that
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(i) Services provided under the attached Purchase Order shall be performed with that degree of skill and judgment normally exercised by recognized professional firms performing services of same or substantially similar nature; and
(ii) that any Supplies delivered under this Purchase Order will be new, unless otherwise specified; and
(iii) for a period of one (1) year following acceptance of Supplies, unless otherwise specified in the Purchase Order, all Supplies shall be free from defects in design, material, and workmanship. All Supplies and Services will conform to applicable specifications, drawings, and standards of quality and performance.
(b) Breach: In the event of any breach of the foregoing warranties, Seller shall, at its own expense, at Curbell's election either:
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(i) reperform the non-conforming Services, and/or correct the non-conforming Supplies to conform to this standard; or
(ii) refund to Curbell that portion of the amounts received by Seller attributable to the non-conforming Services and/or Supplies.
(c) Survival: All warranties of Seller shall inure to the benefit of both Curbell and Curbell's customers. The foregoing warranties shall survive any delivery, inspection, acceptance or payment by Curbell.
SECTION II: COMMERCIAL ITEM FAR AND DFARS FLOWDOWN PROVISIONS
1. Incorporation of FAR and DFARS Clauses
If the Purchase Order is placed under a Government prime contract or federally-funded subcontract for an item meeting the Federal Acquisition Regulation (FAR) definition of a commercial item, the following FAR clauses and Defense Federal Acquisition Regulation Supplement (DFARS) clauses referenced below, in effect on the date of the Prime Contract, are incorporated herein by reference with the same force and effect as if they were given in full text. Clauses that are not applicable by their terms shall be self-deleting. The full text of these clauses can be obtained from the following web sites:2. Government Subcontract
a) This Purchase Order is entered into by the Parties in support of a U.S. Government contract. It is the sole responsibility of Seller to comply with the FAR/DFARS clauses applicable to the Seller.b) As used in the FAR clauses reference below:
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a. "Commercial Item" means a commercial item as defined in FAR 2.101
b. "Contract" means this Purchase Order
c. The term "Government" shall be replaced with "Curbell," unless the context of the clause requires otherwise
d. The term "Contractor" shall be replaced with "Seller," unless the context of the clause requires otherwise
c) Seller shall include the terms of this Article, including this Section 2, modified as appropriate, in all purchase orders or subcontracts awarded under this purchase order.
3. FAR Flow-down Clauses
a) The following FAR clauses apply to this Purchase Order (application thresholds noted):| 52.202-1 | Definitions |
| 52.203-3 | Gratuities |
| 52.203-4 | Covenant Against Contingent Fees ($100,000) |
| 52.203-7 | Anti-Kickback Procedures ($100,000) |
| 52.203-8 | Cancellation, Rescission, and Recovery of Funds for Illegal or Improper Activity ($100,000) |
| 52.203-12 | Limitation on Payments to Influence Certain Federal Transactions ($100,000) |
| 52.203-13 | Contractor Code of Business Ethics and Conduct ($5,000,000 and having a period of performance more than 120 days) |
| 52.203-14 | Display of Hotline Poster(s) |
| 52.203-15 | Whistleblower Protection Under American Recovery and Reinvestment Act of 2009 (ARRA-funded contracts) |
| 52.219-8 | Utilization of Small Business Concerns ($100,000) |
| 52.219-9 | Small Business Subcontracting Plan ($550,000) |
| 52.222-4 | Contract Work Hours and Safety Standards Act - Overtime Compensation ($100,000) |
| 52.219-20 | Walsh-Healy Public Contracts Act ($10,000) |
| 52.222-21 | Prohibition of Segregated Facilities ($10,000) |
| 52.222-25 | Affirmative Action Compliance ($10,000) |
| 52.222-26 | Equal Opportunity ($10,000) |
| 52.222-35 | Equal Opportunity for Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans ($100,000) |
| 52.222-36 | Affirmative Action for Workers with Disabilities ($10,000) |
| 52.222-37 | Employment Reports on Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans ($100,000) |
| 52.222-41 | Service Contract Act of 1965 (if clause contained in the Prime Contract) |
| 52.222-50 | Combating Trafficking in Persons |
| 552.225-1 | Buy American Act - Supplies |
| 52.225-5 | Trade Agreements |
| 52.225-13 | Restrictions on Certain Foreign Purchases |
| 52.233-1 | Disputes |
| 52.233-3 | Protest After Award |
| 52.242-13 | Bankruptcy |
| 52.242-17 | Government Delay of Work |
| 52.244-6 | Subcontracts for Commercial Items |
| 52.246-2 | Inspection of Supplies - Fixed Price |
| 52.247-64 | Preference for Privately-Owned U.S.-Flag Commercial Vessels |
| 29 C.F.R. 471 Subpart A App. A |
Notification of Employee Rights Subpart A Under Federal Labor Laws App. A ($10,000) |
b) The following FAR clauses apply, as indicated:
| 52.204-2 | Security Requirements (access to classified information) |
| 52.211-5 | Material Requirements (involving used, reconditioned, or remanufactured supplies) |
| 52.222-54 | Employment Eligibility Verification ($100,000 and performance of 120 days or more) |
| 52.223-3 | Hazardous Material Identification and Material Safety Data (hazardous material contracts) |
| 52.223-7 | Notice of Radioactive Materials (access to radioactive material) |
| 52.223-11 | Ozone-Depleting Substances (manufacturing with or contains ozone-depleting substances) |
4. DFARS Flow-down Clauses
a) The following DFARS clauses apply to this Purchase Order:| 252.204-7008 | Requirements for Contracts Involving Export-Controlled Items |
| 252.204-7009 | Requirements for Contracts Regarding Potential Access to Export-Controlled Items |
| 252.225-7001 | Buy American Act and Balance of Payments Program |
| 252.225-7021 | Trade Agreements |
| 252.244-7000 | Subcontracts for Commercial Items and Commercial Components |
| 252.247-7023 | Transportation of Supplies by Sea ($100,000) |
| 252.247-7024 | Notification of Transportation of Supplies by Sea |
b) The following FAR clauses apply as indicated:
| 252.219-7003 | Small, Small Disadvantaged, and Woman-Owned Small Business Subcontracting Plan (if FAR 52.219-9 applies) |
| 252.223-7001 | Hazard Warning Labels (requiring delivery of hazardous materials) |
| 252.225-7001 | Buy American Act and Balance of Payments Program |
| 252.225-7009 | Restriction on Acquisition of Certain Articles Containing Specialty Metals (specialty metals) |
| 252.225-7014 | Preference for Domestic Specialty Metals, and Alternate I ("specialty metal" acquisition) |
| 252.227-7015 | Technical Data - Commercial Items (delivery of technical data) |
| 252.236-7013 | Requirement for Competition Opportunity for American Steel Producers, Fabricators, and Manufacturers (steel acquisition) |
5. Certifications and Representations
a) By accepting this Purchase Order, Seller certified to the representations and certifications as set forth in the FAR parts and clauses listed below| 52.203-11 | Certifications and Disclosure Regarding Payments to Influence Certain Federal Transactions |
| 52.203-16 | Contractor Code of Business Ethics and Conduct (certification regarding compliance with the requirement for timely disclosure of violations of federal criminal law involving fraud, conflict of interest, bribery, or gratuity violations found in Title 18 of the United States Code, or a violation of the civil False Claims Act (31 U.S.C. 3729-3733)) |
| 52.209-5 | Certification Regarding Debarment, Suspension, Proposed Debarment, and Other Responsibility Matters |
| 52.225-2 | Buy American Act Certificate |
| 52.225-6 | Trade Agreements Certificate |
| Part 9.5 | Organizational Conflict of Interest: Seller represents and warrants that its performance of this Purchase Order does not constitute an organizational conflict of interest (OCI) as defined in FAR Part 9.5 or under any other applicable OCI clause or regulation. If during the course of performance, Seller becomes aware of any actual or potential OCI caused by its performance of this Purchase Order, Seller shall promptly notify Curbell in writing of the nature of such actual or potential OCI |
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History
ISO Certification Material Partners Environmental Sustainability Initiatives FAR/DFARS Provisions Terms and Conditions of Purchase Terms and Conditions of Sale 
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