Terms & Conditions

This order is subject to the following terms and conditions:
  1. ACCEPTANCE AND GOVERNING PROVISIONS. Acceptance of this Order and assent to these terms and conditions shall be deemed given by the Supplier to whom it is addressed (“Seller”) unless Seller gives specific written notice to the contrary to the Buyer at its specified address prior to any performance of the Order and in no event more than 10 days after the date of the first release pursuant to this Order. Upon acceptance, this Order, together with quantities, prices, delivery terms specified in releases pursuant to this Order, and Buyer operating requirements, shall constitute the entire agreement between the parties (except for any additional warranties given by Seller), superseding any and all previous communications and negotiations. Unless specifically agreed to in a writing by Buyer, signed by a duly authorized representative of Buyer’s Purchasing Department, no additional or different term or provision (except additional warranties given by Seller) of any quotation, acknowledgment, invoice or other form supplied by Seller shall become part of the contract notwithstanding Buyer’s failure to specifically object to such term or provision, although the parties may use such documents for ease of administration. Buyer agrees to purchase the described goods or services only upon Seller’s complete acceptance of all of the terms and conditions of this Order, without modifications or additions. The agreement or sale resulting from the acceptance of this Order shall be construed and interpreted in accordance with the laws of the State of California without regard to its conflict of laws rules. The United Nations Convention On Contracts for the Sale of Goods (CISG) is excluded. The parties may implement this Order through electronic means, and all such transactions shall be deemed to be writings completed pursuant to this Order.
  2. DOCUMENTS AND PAYMENT. Buyer’s Order Number appearing on this Order, must be shown on all packing lists, containers, invoices and correspondence relating to the Order. Invoice and original bill of lading shall be mailed to Buyer’s specified address on the obverse side hereof promptly after shipment is made. No drafts will be accepted by Buyer. All purchases are on open account to be paid by Buyer’s check, net 45 days.
  3. DELIVERY, DELAY AND ANTICIPATION. Seller shall deliver the goods and services, in the quantities, within the agreed time, in accordance with the specifications (as well as the sample approved by Buyer, if any), and at the prices specified in the Order. Stated time limits and quantity commitments are of the essence of this Order. Failure of Seller to comply with any such requirements shall entitle Buyer, in addition to any other rights or remedies, to cancel this Order and be relieved of all liability for any undelivered portion. Buyer considers deliveries complete when products on a line item are shipped as a lot or as a whole and any partial shipments require prior authorization by the Buyer. Seller shall not, however, be liable to Buyer for any loss or damage to Buyer on account of any delay due to a cause beyond Seller’s control and not attributable to any fault or negligence on Seller’s part; provided, that Seller shall, as soon as it appears that any such delay is probable, gives Buyer written notice of such delay, its cause and probable duration. Seller shall not unreasonably anticipate delivery by purchasing materials or manufacturing quantities in excess of what is reasonably required to meet Buyer’s delivery schedule. Buyer shall be responsible only for quantities specified on releases pursuant to this Order, or otherwise specifically agreed to, in writing, by Buyer. Items received in advance of Buyer’s delivery schedule may, at Buyer’s option, be returned at Seller’s expense or be accepted and payment withheld until the scheduled delivery date.
  4. SHIPPING AND PACKING. All goods shall be suitably packed to prevent damage from shipping, marked with Buyer’s Order Number and shipped in accordance with specified shipping instructions and otherwise in accordance with the requirements of common carrier so as to obtain the lowest transportation cost. Buyer shall have the right to route all shipments. No charge shall be made to Buyer for packing, boxing or cartage unless separately itemized on the face and agreed to by Buyer; but Seller shall be liable to Buyer for any loss or damage resulting from Seller’s failure to act so as to provide adequate protection during shipment. Additional expenses, charges or claims incurred as a result of deviation from the specified route, non-compliance with other shipping instructions, or improper description of the shipment in shipping documents or inadequate packing shall be Seller’s responsibility.
  5. INSPECTION. All goods purchased hereunder shall be subject to inspection and testing by Buyer (or a governmental agency when goods are being procured under a governmental contract) at any reasonable time and from time to time before, during or after manufacture or delivery. Notwithstanding any payment that may be made, no goods are to be deemed accepted until Buyer has had a reasonable opportunity to inspect them. If any inspection or test is to be made on the premises of the Seller, Seller shall provide without additional charge all reasonable facilities and assistance for the safety and convenience of the inspectors in the performance of their duties. Payment shall not constitute acceptance. No inspection by Buyer shall constitute acceptance or relieve Seller of its responsibility to strictly comply with all specifications and operating requirements.
  6. WARRANTIES. Seller warrants that all goods supplied hereunder: (a) are free and clear of all liens and encumbrances, that good and merchantable title is transferred to Buyer; and that all services rendered are not rendered in violation of any duty owed to a third party by Seller; (b) are free from any defects in design, material or workmanship and are of good and merchantable quality; and that all services conform to specifications and are completed in a timely, competent and workmanlike manner; (c) conform to Buyer’s specifications and/or the sample approved by Buyer; and are fit for the known purposes for which purchased; and (d) comply and have been produced, processed, delivered and sold in conformity with all applicable Federal, state or other laws, administrative regulations rules and executive orders, including applicable UL, NEMA, ANSI, CSA, IEC, or other applicable industry codes and standards. The warranty shall begin at the time the product becomes operational at the Buyer’s plant and extend for the Seller’s warranty period or twelve (12) months, whichever is longer.The foregoing warranties shall survive inspection, delivery and payment, and shall run in favor of Buyer and its customers. Provided that if Seller supplies a component part, Seller’s liability shall be limited to the expense caused by non-conformance of the part itself, and Seller shall have no liability with respect to Buyer’s end product. If any such goods or services are be found to be unsatisfactory for any reason, Buyer may, at its option, retain such goods at an adjusted price or return them to Seller for repair, replacement or refund as Buyer shall direct; or may require re-performance or refund with respect to services. Buyer shall be reimbursed by Seller for all of its expenses in connection with the handling and transporting of any such unsatisfactory goods and additional expenses incurred by Buyer as a result of nonconformance of goods or services, including inspection, rework, de-installation, disposal, replacement or recall and Seller shall assume all risk of loss or damage in transit to goods returned by Buyer.
  7. FAIR LABOR STANDARDS CERTIFICATE. Seller hereby certifies that all goods furnished hereunder have been produced in compliance with all applicable requirements of Sections 6, 7 and 12 of the Fair Labor Standards Act of 1938, as amended, and of regulations and orders of the Administrator of the Wage and Hour Division issued under Section 14 thereof, and in accordance with all applicable state and federal laws and regulations governing general conditions for labor employed in the production of such goods, and will provide such certification on each invoice.
  8. INDEMNITY & INSURANCE. Except for goods manufactured in accordance with Buyer’s design, Seller warrants that the sale or use of goods or provision of services furnished hereunder will not infringe or contribute to infringement of any patent, copyright, or trademark in the United States or elsewhere, and shall indemnify Buyer, its successors and assigns and its customers (whether direct or indirect), against any and all losses, damages and expenses (including attorneys’ fees and other costs of defending any infringement action) which they, or any of them, may sustain or incur as the result of a breach of this warranty. Seller shall also defend and indemnify Buyer, its successors and assigns and its customers (whether direct or indirect) against any and all losses, damages and expenses (including attorneys’ fees and other costs of defending any action), which they, or any of them, may sustain or incur as a result of any claim of violation of any Federal, state or local, law, rule, regulation or executive order, negligence, breach of warranty or strict liability in tort in connection with the use of the goods or provision of services furnished hereunder, except such as may be caused by the negligence of Buyer, its successors and assigns and/or its customers. Seller shall, at Buyer’s request, defend all claims involving allegations against both Seller and Buyer at Seller’s expense, and Buyer shall cooperate in such defense. Seller shall obtain and maintain sufficient Commercial General Liability coverage, including Products Liability and Contractual Liability Insurance, approved by Buyer, to protect Seller and Buyer from reasonably anticipated claims, but with a limit of liability not less than $2 million per occurrence.
  9. SPECIAL DESIGNS AND EQUIPMENT. With regard to design work, drawings, tools or other equipment required to perform this Order, (a) Buyer shall not be required to furnish or pay for any such item unless otherwise stated in the Order; (b) Buyer may, at its option, purchase any such item at its current value for income tax purposes on Seller’s books; (c) any such item furnished or purchased by Buyer or included in the price of this Order (whether or not separately identified) shall be Buyer’s property, shall be promptly delivered to Buyer upon request, shall not be used in work for others, while in Seller’s possession shall be adequately insured against loss or damage at Seller’s expense for Buyer’s benefit, and shall not be modified without Buyer’s prior written consent. Any tooling provided by or specifically paid for by Buyer shall be and remain the sole property of Buyer and Seller shall prominently mark and label such equipment and tooling as “Property of Kavlico Corporation.” Seller shall be responsible for maintenance of the tooling while in its possession and shall return tooling to Buyer immediately upon demand. Seller shall annually provide the Buyer with a list of the Buyer’s tooling in the Seller’s possession. Seller waives any lien rights or other rights to retain tooling and acknowledges that its obligation to return tooling upon demand is unconditional.
  10. NON-ASSIGNABILITY. Any assignment of Seller’s contract rights or delegation of duties shall be void, unless Buyer gives prior written consent.
  11. TAXES. Buyer shall not be liable for any taxes, duties, customs or assessments in connection with the purchase and/or delivery of goods or services ordered hereunder, except such as are expressly set forth on the face hereof to, in writing, by Buyer.
  12. CHANGES. Buyer may make changes in drawings, specifications, quantities, delivery schedules, or methods of shipment or packaging on any item good or service at any time. If such changes result in an increase or decrease in cost or time of performance, an equitable adjustment of price and delivery schedules may be made or Buyer may, at its option, terminate this contract if agreement on an equitable adjustment cannot be reached. Claims for equitable adjustment must be asserted by Seller within ten days of receipt of the Change Order. This Order, together with any change orders or instructions, shall constitute one contract. Prices are firm and fixed throughout the agreed term of the Order.
  13. DRAWINGS. All drawings, specifications and data furnished by Buyer to Seller hereunder shall remain the property of the Buyer and shall not be disclosed by Seller and shall be used by Seller only as and to the extent required for the performance of this Order, unless otherwise approved by the Buyer in writing. Upon completion of work by Seller under this Order and upon Buyer’s request, Seller shall promptly return to Buyer all drawings, specifications and other data furnished by Buyer in connection therewith, together with all copies or reprints then in Seller’s possession or control, and Seller shall thereafter make no further use of either directly or indirectly any such drawings, specifications or data or any information derived there from, without Buyer’s prior written consent.
  14. CANCELLATION BY BUYER. Buyer shall have the right to cancel this Order without cause, and except as otherwise provided in the applicable provisions of a government contract, Buyer’s liability for cancellation of this Order without cause shall be limited to Seller’s actual, documented cost for work and materials applicable solely to this Order which were expended prior to receipt of notice of cancellation by Seller, and in no event shall exceed the purchase price of cancelled goods or services.
  15. HAZARDOUS MATERIAL. By the acceptance of this Order the vendor, contractor, or manufacturer certifies and warrants to Buyer that any products or services described herein that introduce any hazardous materials as defined by Federal, state or local laws into any facility of Buyer or Buyer’s customer are properly labeled, shipped in proper containers and are accompanied by MSDS (material safety data sheets) as required by law. Certain hazardous materials are prohibited entirely and may not be introduced in any form or fashion into any facility of Buyer or Buyer’s customer. These specifically prohibited materials are but are not limited to, asbestos and asbestos containing materials (ACMS) or polychlorinated biphenyls. The vendor, contractor or manufacturer certifies and warrants to Buyer that none of the products or services which are the subject of this Order contains any such prohibited materials. In addition, Buyer shall notify Seller if any other materials not specifically identified herein are considered hazardous materials.
  16. GOVERNMENT CONTRACT TERMS AND CONDITIONS. If the items goods or services to be furnished under this Order are to be used in furtherance of any U.S. government prime contract or subcontract, then all the applicable provisions required to be included in this Order by the applicable government contract or by federal law, executive Order or regulation shall be deemed incorporated herein, including all applicable Federal Acquisition Regulations and Defense Federal Acquisition Regulations. Seller agrees to comply with all applicable local, state and federal laws and executive orders and regulations issued pursuant thereto, including without limitation, customs rules and regulations, restrictions on export of information, restrictions on dealing with restricted persons and citizens of restricted countries, compliance with equal opportunity requirements and implementation of a supplier diversity plan.
  17. PROMOTION LIMITATION. Seller agrees that it will not use Buyers’ trade names or trademarks whether by including reference to Buyer in any list of customers or that Supplier’s products and/or services are used by Buyer, without written authorization by Buyer’s authorized representative.
  18. EXPORT COMPLIANCE. Seller is advised that this purchase order may involve goods or services subject to the International Traffic in Arms Regulations (“ITAR”) (22 CFR Subchapter M, Parts 120-130). If Seller is a U.S. Company that engages in the business of either manufacturing or exporting defense articles or furnishing defense services, the Seller hereby certifies that it has registered with the U.S. Department of State Directorate of Defense Trade Controls and understands its obligations to comply with International Traffic in Arms Regulations and the Export Administration Regulations (“EAR”). Seller shall ensure that only U.S. persons (as defined by ITAR 22 CFR §120.15) shall have access to controlled defense articles, defense services, and any technical data relating thereto, and shall exclude foreign persons (as defined by ITAR 22 CFR §120.16) from such access unless the Seller has obtained the express written authorization of the Buyer and the seller has obtained the appropriate export license, technical assistance agreement of other requisite authorization pertaining to export of ITAR controlled technical data, product and services. Seller shall indemnify and hold Buyer harmless from and against any liability claims, demands or expenses (including attorney’s or other professional fees) arising from or relating to Seller’s noncompliance with U.S. export laws.
  19. RIGHT OF ACCESS. Acceptance of this Order shall grant to the Buyer right of access at reasonable times and provided that Buyer gives advance notice, by the Buyer’s organization, its parent, its customer, and regulatory authorities to all facilities involved in the Order and to all applicable records.
  20. CHANGE IN MANUFACTURING LOCATION. The Seller agrees that it and its subcontractors shall not perform any part of this Order in another location other than the location listed on the Order, in another facility, or in another State or location outside the United States. In addition the Buyer’s prior approval shall also apply to any change to the Seller’s and its subcontractors’ manufacturing processes. If the Seller is supporting a U.S. Government prime contract or subcontract, Seller certifies that any manufacturing location change which involves Buyer’s technical information is in full compliance with the International Traffic In Arms (ITAR) and Export Administration Regulations (EAR) as delineated in Clause 18 above.
  21. PARTS OBSOLESCENCE. Buyer may desire to place additional orders for items purchased hereunder, Seller shall provide Buyer with a “Last Time Buy Notice” at least twelve (12) months or when it is practical, prior to any discontinuance of any item purchased under this Contract.
  22. NEW MATERIALS. All products to be delivered hereunder shall consist of new materials, and shall not be used, or reconditioned, remanufactured or of such age as to impair its usefulness or safety. The use of all other parts requires prior written authorization from the Buyer.
  23. DISPUTES. The Parties agree to negotiate in good faith any dispute that arises to this Order and any dispute that cannot be settled by mutual agreement of the Parties, shall be submitted to and decided by a court of competent jurisdiction. Buyer and Seller agree that any lawsuit or cause of action that arises from or is related to this contract shall be filed with and litigated only in a court of competent jurisdiction within the state from which this Order was issued; and Buyer and Seller each hereby consent and agree to the personal jurisdiction and venue of any state or federal court of competent jurisdiction located within the state from which this Order was issued with respect to any such claim, dispute or cause of action and waive any defense or objection to the exercise of personal jurisdiction and/or venue by any such court. Pending final resolution of any dispute, Seller will diligently proceed with the performance of this Order as directed by Buyer.
  24. INSOLVENCY. Seller shall notify Buyer if Seller ceases to conduct its operations in the normal course of business, including inability to meet its contractual obligations, or if any proceeding under the bankruptcy or insolvency laws is brought by or against Seller, or a receiver for Seller is appointed or applied for, or an assignment for the benefit of creditors is made by Seller.
  25. TRACEABILITY. For each lot of custom products delivered to Kavlico Corporation, the Supplier shall provide positive documented traceability of each individual product to the material certification/test report that represents the raw material used to manufacture the products. In addition, traceability of manufacturing, assembly and special processes (such as brazing, heat treating, NDT, plating) must be supplied. Furthermore, the Supplier shall provide documented linkage between the raw material lots, manufacturing/assembly processes, and special outside processes.
    Heat/lot identification on the physical part required by applicable specifications, such as for castings and forgings is acceptable for traceability purposes provided it is clearly marked and not obliterated by subsequent operations.
    Supplier must keep different manufacturing and/or processing lots segregated in different boxes, bags or containers within a shipment.
    For each shipment of standardized product (i.e., bearings, connectors, hardware and electrical wire) the supplier shall provide a manufacturers lot number or unique reference number linked to a certificate of conformance. Supplier must keep different lot numbers/reference numbers segregated in different boxes, bags or containers within a shipment (do not co-mingle the different numbers). In addition each bag or container must identify the part number, revision, purchase order number and lot number or reference number (job or work order number).
    The supplier must establish and utilize a documented traceability process to support these requirements.
  26. FAR/DFARS CLAUSES. For U.S. Government subcontracts and purchase orders only, the following Federal Acquisition Regulations clauses and Defense Acquisition Regulation Supplement clauses as amended in effect as of 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. Whenever necessary to make such clauses applicable, the term “Contractor” shall mean “Seller,” and the term “Contract” shall mean “Order,” the term “Government,” and equivalent shall include the words “Buyer.”
  27. COUNTERFEIT PARTS. Supplier shall institute and maintain reasonable quality control measures to insure that the components and materials it uses in the supply of products are of original manufacture and are not counterfeit or of substandard quality. Supplier shall apply reasonable procedures to investigate the sourcing and quality control procedures of Supplier′s component and material suppliers to insure compliance with this provision.

A. All Orders

52.202-1 Definitions
52.203-3 Gratuities
52.203-4 Covenant Against Contingent Fees
52.203-7 Anti-Kickback Procedures
52.203-11 Certification and Disclosure Regarding Payments to Influence Certain Federal Transactions (Seller’s signed quotation/proposal serves as certification on orders over $100,000.)
52.204-2 Security Requirements
52.204-9 Personal Identity Verification of Contractors
52.211-5 Material Requirements
52.211-15 Defense Priority and Allocation Requirements
52.215-14 Integrity of Unit Prices (except paragraph b does not apply)
52.219-8 Utilization of Small Business Concerns
52.222-1 Notice to the Government of Labor Disputes
52.222-21 Prohibition of Segregated Facilities
52.222-26 Equal Opportunity
52.222-39 Notification of Employee Rights Concerning Payment of Union Dues or Fees
52.222-50 Combating Trafficking in Persons
52.223-3 Hazardous Material Identification and Material Safety Data
52.223-11 Ozone Depleting Substances
52.225-1 Buy American Act
52.225-5 Trade Agreements
52.225-13 Restrictions on Certain Foreign Purchases
52.227-1 Authorization and Consent
52.227-10 Filing of Patent Applications
52.227-14 Rights in Data – General
52.229-3 Federal, State, and Local Taxes
52.234-1 Industrial Resources Developed Under Defense Production Act Title III
52.242-15 Stop-Work Order
52.243-1 Changes – Fixed-Price
52.244-6 Subcontracts for Commercial Items
52.245-1 Government Property (Alternates 1 and 2)
52.246-2 Inspection of Supplies - Fixed-Price
52.247-63 Preference for U.S. Flag Air Carriers
52.249-2 Termination for Convenience of Government (Fixed-Price)

B. All Orders Over $10,000

52.222-20 Walsh-Healy Public Contracts ActM
52.222-35 Equal Opportunity for Special Disabled Veterans of the Vietnam Era, and Other Eligible Veterans
52.222-36 Affirmative Action for Workers with Disabilities
52.222-37 Employment Reports on Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans
52.225-8 Duty-Free Entry

C. All Orders Over $100,000

52.203-5 Restrictions on Subcontractor Sales to the Government
52.215-2 Audit and Records – Negotiation
52.215-14 Integrity of Unit Prices
52.227-2 Notice and Assistance Regarding Patent and Copyright Infringement
52.247-64 Preference for Privately Owned U.S. Flag Commercial Vessels
52.248-1 Value Engineering

D. All Orders Over $500,000

52.215-15 Pension Adjustments and Asset Reversions
52.215-18 Reversion or Adjustments of Plans for Postretirement Benefits (PRB) other than Pensions
52.215-19 Notification of Ownership Changes
52.219-9 Small Business Subcontracting Plan

E. All Orders Over $650,000

52.215-12 Subcontractor Cost or Pricing Data

Department of Defense Federal Acquisition Regulation Supplement

A. All DoD Orders

252.204-7000M Disclosure of Information
252.208-7000 Intent to Furnish Precious Metals as Government-Furnished Material
252.223-7001 Hazard Warning Labels
252.223-7002 Safety Precautions for Ammunition and Explosives
252.223-7003 Change in Place of Performance – Ammunition and Explosives
252.223-7004 Drug-Free Work Force
252.223-7006 Prohibition on Storage and Disposal of Toxic and Hazardous Materials
252.223-7007 Safeguarding sensitive conventional arms, ammunition, and explosives
252.225-7013 Duty-Free Entry
252.225-7014 (Alt.1) Preference for Domestic Specialty Metals
252.225-7016.1 Restrictions on Acquisition of Ball and Roller Bearings
252.225-7021 Trade Agreements
252.227-7013 Rights in Technical Data – Non-commercial items
252.227-7014.1 Rights in Non-commercial Computer Software and Non-commercial Computer Software Documentation
252.227-7015.1 Technical Data – Commercial Items
252.227-7016 Rights in Bid or Proposal Information
252.227-7018 Rights in Non-commercial Technical Data and Computer Software – Small Business Innovation Research (SBIR) Program
252.227-7019 Validation of Asserted Restrictions – Computer Software
252.227-7026 Deferred Delivery of Technical Data or Computer Software
252.227-7027 Deferred Ordering of Technical Data or Computer Software
252.227-7030 Technical Data – Withholding of Payment
252.227-7037 Validation of Restrictive Markings on Technical Data
252.228-7005 Accident Reporting and Investigation Involving Aircraft, Missiles, and Space Launch Vehicles
252.231-7000 Supplemental Cost Principles
252.235-7003 Frequency Authorization
252.239-7016 Telecommunications Security Equipment, Devices, Techniques and Services
252.243-7001 Pricing of Contract Modifications
252.245-7001 Reports of Government Property
252.246-7003 Notification of Potential Safety Issues
252.247-7024 Notification of Transportation of Supplies by Sea

B. All Orders Over $100,000

252.203-7001 Prohibition on persons convicted of fraud or other defense-contract-related defenses
252.209-7000 Acquisition from Subcontractors Subject to On-Site Inspection Under the Intermediate-Range Nuclear Forces (INF) Treaty
252.247-7023 Transportation of Supplies by Sea

C. All Orders Over $500,000

252.225-7001 Utilization of Indian Organizations, Indian-owned Economic Enterprises, and Native Hawaiian Small Business Concerns
252.225-7004 Reporting of Contract Performance Outside the U.S.
252.215-7000 Pricing Adjustments
252.219-7003 Small, Small Disadvantaged and Women-Owned Small Business Subcontracting Plan (DoD) Contracts

D. All Orders Over $1,000,000

252.211-7000 Acquisition Streamlining
252.225-7032 Waiver of United Kingdom Levies – Evaluation of Offers