Purchase Order Terms
and Conditions
The
following terms and conditions apply to the purchases of goods, materials,
supplies, services, or other items (collectively, the “Products”) described in
the Purchase Order Form between The Nature Conservancy (the “Buyer”) and the
vendor or supplier (the “Seller”). The
Purchase Order Form together with these terms and conditions are collectively
referred to as the “PO”.
1.
Offer and Acceptance. By way of Buyer’s signature on the Purchase
Order Form and Seller’s shipment of the Products, Buyer and Seller agree to the
terms and conditions contained herein.
2.
Invoices. Unless otherwise instructed or
agreed by Buyer in writing, with email being sufficient, Seller will submit all
invoices only after shipping the Products. Seller must include this PO
number, item number, description of material, and any associated serial numbers
on all correspondence, invoices, shipping documents, and packages. If
multiple packages comprise a single shipment, each package shall also be
consecutively numbered.
3.
Delivery and Shipping.
A.
Seller shall deliver the Products in the quantities and on the date(s)
specified in this PO or as otherwise agreed in writing by the parties (the
“Delivery Date”). Timely delivery of the Products is of the essence. If Seller
fails to deliver the Products in full on the Delivery Date, Buyer may terminate
this PO immediately by providing written notice to Seller and Seller shall
reimburse and indemnify Buyer from and against any and all losses, claims,
damages, and reasonable costs and expenses directly attributable to Seller’s
failure to deliver the Products on the Delivery Date.
B.
All Products must be shipped for inside delivery unless stated otherwise
on this PO.
(i)
For service-related Products, such as warranties,
support/maintenance, repairs, etc., a written document providing the
description of the services ordered, along with the start and end dates, must
be sent to Buyer at the email stated on the Purchase Order. For Professional Service Products, all
deliverables and in what format, will be set forth on the attached Statement of
Work (SOW) to this Purchase Order.
C.
Seller must suitably pack all Products so as to ensure that the Products
are delivered securely and in an undamaged condition. If Buyer agrees to
be responsible for shipping costs, Seller must ship all Products using the most
cost-effective transportation option.
D.
Buyer reserves the right to challenge any freight invoice and seek all
available remedies from Seller for Seller’s commercially unreasonable or
imprudent shipping decisions.
4.
Warranties and Remedies. Seller warrants to Buyer that all Products will:
(a) be free from any defects in workmanship, material and design; (b) conform
to applicable specifications, drawings, designs, samples and other requirements
specified by Buyer; (c) be fit for their intended purpose and operate as
intended; (d) be merchantable; (e) be free and clear of all liens, security
interests, or other encumbrances; and (f) not infringe or misappropriate any
third party’s patent or other intellectual property rights. Seller warrants to
Buyer that all services will be performed in a good, workmanlike manner and in
compliance with all applicable laws, regulations, and standards. These warranties survive any delivery,
inspection, acceptance, or payment of or for the Products by Buyer. These
warranties are cumulative and in addition to any other warranty provided by law
or equity. Any applicable statute of limitations runs from the date of Buyer’s
discovery of the noncompliance of the Products with the foregoing warranties.
If Buyer so elects, Buyer may give Seller notice of noncompliance with this
Section, and upon such notice, Seller shall, at Seller’s own cost and expense,
promptly replace or repair the defective or nonconforming Products and pay for
all related expenses, including, but not limited to, transportation charges for
the return of the defective or nonconforming Products to Seller and the
delivery of repaired or replacement Products to Buyer. Buyer’s option to seek
repair or replacement shall be in addition to any other remedy provided by law
or equity. If Seller is not the original manufacturer or creator of the
Products, Sections 4(A)-(B) apply to this PO:
A.
With respect to all Products (or any components thereof) provided by
Seller to Buyer under this PO, Seller shall pass through to Buyer the
rights Seller obtains from the manufacturers or creators of the Products (or components),
including warranty and indemnification rights, all to the extent that such
rights may be reasonably obtained from the corresponding third party. For
service- related Products, Seller
represents the third party that is providing such services are qualified and
willing to perform the Services in accordance with the highest standards of
their profession or craft. Seller will
not be paid for any third-party Services found by Buyer to be
unsatisfactory. In the event
of a nonconformance under such pass-through warranties, Seller will coordinate
with and be the point of contact for resolution of the problem through the
applicable third-party and, upon becoming aware of a problem, will notify such
third-party and use commercially reasonable efforts to cause such third-party
to promptly repair or replace the nonconforming item in accordance with such
third-party’s corresponding warranty. Without diminishing its other obligations
under this PO, if any warranties or indemnities may not be passed through, Seller
shall, upon the request of Buyer, take commercially reasonable action to
enforce (not to include any obligations to initiate litigation or formal
dispute resolution) any applicable warranty or indemnity that is (i) reasonable,
relevant and applicable to the nonconforming Products (or components) and (ii)
enforceable by Seller in its own name.
B.
Without limiting any other
warranties in this PO, Seller warrants that: (1) all pass-through
warranties are valid at the time of purchase by Buyer; and (2) all warranties
begin at the Delivery Date and not when Seller purchased the Products (or
components thereof). If the warranties do not begin at the Delivery
Date, Seller must clearly state on the invoice the warranty effective
date. In addition to the provisions set forth in Section 5:
Inspection and Rejection, Sellers must, at a minimum, provide a 30-day return
on any defective Product(s). The foregoing 30-day period commences on the
Delivery Date.
5.
Inspection and Rejection. Buyer may inspect all Products received.
Within the 30 day return policy provided by Seller or return policy provided by
the manufacturer of the Products, whichever is greater, if any or all of the
Products are nonconforming with Seller’s warranties, defective, or do not
otherwise meet Buyer’s specifications, Buyer may at its option and without
limiting its other remedies provided by law or equity or under this PO: (i)
reject the Products and rescind this PO in its entirety within a reasonable
time after receipt, (ii) accept any part of any shipment and reject the
balance, (iii) request a substitute product that is of equal or lesser value,
(iv) accept the Products at a reasonably reduced price, and/or (iv) return any
or all of the Products to Seller, at Seller’s cost, for full credit at the
price charged to Buyer plus any freight charges and costs incurred by Buyer to
test, inspect, sort, contain, store, and return such Products. Buyer does
not waive its right to reject any or all of the Products if it fails to notify
Seller of any rejection upon delivery. If Buyer rejects any or all of the
Products, it may have the rejected Products replaced by Seller for no
additional cost to Buyer. All direct, incidental, consequential, and other
damages, losses, or costs associated with any of the foregoing remedies shall
be the responsibility of Seller and may be deducted by Buyer from any amount
due to Seller. Any inspection or other action by Buyer under this Section shall
not reduce or otherwise affect Seller’s obligations under this PO, and Buyer
shall have the right to conduct further inspections after Seller has carried
out any remedial actions. For any professional services
Products, the Acceptance and Rejection Criteria will be stated in the attached
SOW to this Purchase Order.
6.
Ownership of Documents,
Data, and Products. Any specifications,
drawings, sketches, models, corporate logos, samples, technical information, or
data furnished by Buyer to Seller remains Buyer’s property. Seller will
return any such information to Buyer at Buyer’s request. If this PO is
terminated by Buyer, all completed or partially completed items and all
material for which compensation was paid to Seller, whether delivered to Buyer
or still on Seller’s premises, will become Buyer’s property. Products requested
in this PO become Buyer’s property after full payment to
Seller.
7.
Ingredients &
Hazardous Materials. Whenever
required by law or upon Buyer’s request, Seller must promptly furnish to Buyer
an OSHA material safety data sheet.
8.
Customs & Exports.
A.
Credits or benefits
resulting or arising from this PO, including trade credits, export credits or
the refund of duties, taxes, or fees, belong to Buyer. Seller shall provide on
Buyer’s request all information necessary (including written documentation and
electronic transaction records) to permit Buyer to receive these benefits or
credits, and to fulfill any customs-related obligations, origin-marking or
labeling requirements and local content origin requirements.
B.
Seller is responsible for
all ordinary duties to the extent specified in this PO as well as for any
special duties, including but not limited to marking, anti-dumping, and
countervailing duties.
C.
Seller must obtain all
export licenses or authorizations necessary for the export of the Products
unless otherwise indicated in this PO, in which event Seller must provide all
information that enables Buyer to obtain such licenses or authorizations.
Seller must make all arrangements that are necessary for the Products to be
covered by any duty deferral or free trade zone programs for the country of
import. To the extent any Products are to be imported into the United States,
Seller must comply with all applicable requirements and recommendations of the
Customs – Trade Partnership Against Terrorism Initiative of the Bureau of
Customs and Border Protection. Seller shall certify such compliance in writing
on the request of Buyer.
9. Termination.
A.
Without Cause. Buyer may terminate this PO
without cause at any time upon two weeks’ written notice to Seller. Buyer will pay Seller for the Products that
have been satisfactorily delivered, as determined by Buyer, as of the
termination date. Seller shall submit a
final invoice within fourteen days following termination of services.
B.
For Cause. Buyer may immediately terminate
this PO for cause by written notice to Seller if Seller fails to perform any
duty, obligation, or covenant under this PO, whether for circumstances within
or beyond Seller’s control, or if Buyer determines at any time that the Products
cannot be delivered in accordance with Applicable Laws (defined below) or Buyer’s
policies or operating procedures. Should termination occur as a result of Seller’s
default, Buyer may, without limiting any other remedies available to it under
Applicable Laws, recover damages from Seller resulting from Seller’s default
and may offset any amounts payable to Seller against such damages.
C. Refund of Advanced Payments. Regardless of the reason for termination, to
the extent the balance of any advance payments made by Buyer exceeds the total
payments due to Seller for Products satisfactorily completed, Seller must
promptly return the excess advance payments.
10.
Conflict of Interest
Determination. Seller represents
and warrants that, to the best of Seller’s knowledge, the information Seller
has provided on Buyer’s Conflict of Interest
Inquiry Form is true and correct. If any of the information Seller has provided
changes during the term of this PO, Seller agrees to promptly notify Buyer in
writing of such change. The parties
acknowledge that publicly traded companies engaging in the normal course of
business, government agencies, and universities are exempt from this
requirement.
11.
Independent Seller
Status. The
parties intend this PO to create an independent Seller-client relationship and
not an employee-employer relationship. Seller is solely responsible for the
conduct and control of the Products and fulfilling Seller’s duties and
obligations under this PO. Seller is not an agent or employee of Buyer, and no
partnership, joint venture, or principal-agent relationship exists. Neither
party will have any right, power, or authority by virtue of this PO to create
any obligation, express or implied, on behalf of the other party.
12.
Taxes. Seller is responsible for
filing and paying its own taxes and for complying with the requirements of any
applicable tax laws. Buyer will not withhold or pay on behalf of Seller or any
of Seller’s employees any U.S. Federal, state, or local income tax, payroll
tax, or any excise, sales, or use tax of any kind. Buyer will report to the IRS
on Form 1099 all fees paid to Seller, as and to the extent required by
Applicable Laws.
13.
Performance of Work. For Products with a service element, Seller
represents and warrants that Seller is qualified and will perform the services
in accordance with the highest standards of Seller’s profession or craft. Seller
is responsible for the complete performance of the services notwithstanding the
use of any subcontractors or work performed by anyone else under Seller’s
direction or control. Seller will not be paid for any services found by Buyer
to be unsatisfactory.
14.
Liability;
Indemnification. Seller agrees that it is
entering into this PO and performing its obligations entirely at Seller’s own
risk. Seller, on behalf of Seller and Seller’s employees, subcontractors, and
agents, agrees to indemnify, defend, and hold harmless Buyer and its directors,
officers, employees, agents, and assigns (collectively, the “Indemnified
Parties”) from and against any and all liabilities, demands, damages, claims,
losses, costs, settlements, judgments, fines, penalties, or expenses, including
reasonable attorneys’ fees and costs, (collectively, “Claims”) that directly or
indirectly arise out of, relate to, or result in any way from the performance
of this PO, whether or not the Claims have merit, involve third parties, or are
caused or alleged to be caused by Seller or any of the Indemnified Parties;
provided, however, that Seller will not be responsible for Claims arising from
the sole negligence, gross negligence, or willful misconduct of any of the
Indemnified Parties.
15.
Insurance. During the PO Term,
Seller must have and maintain the following insurance policies: (a) workers’
compensation insurance coverage as required by Applicable Laws; (b) commercial
general liability insurance (including contractual liability if the PO Fee is
$100,000 or more or if requested by Buyer) of at least $1,000,000 per incident,
written on an occurrence basis, and covering the Products that are the subject
of this PO, including any related claims; (c) automobile liability insurance,
covering all owned and non-owned vehicles used in performing the services, with
a liability limit of at least $1,000,000 per occurrence; (d) umbrella coverage
of at least $4,000,000 if the PO Fee is $100,000 or more, or if requested by Buyer;
and (e) if the Seller will use, store, or
transmit personal data, restricted information, and/or highly sensitive
information, security and privacy liability insurance with a minimum of
$5,000,000 of coverage per incident, including coverage for defense costs for
regulatory proceedings, civil fines and penalties, privacy breach costs,
forensic investigation expenses, legal and public relations expenses, and
notification expenses and shall be primary insurance to any other valid and
collectible insurance available to Buyer. Seller’s insurance policies must be primary to
Buyer’s insurance policies. Before any of the services commence, the foregoing
requirements must be evidenced by one or more Certificates of Insurance,
showing Buyer as an additional named insured and requiring at least 30 days
advance written notice to Buyer of any cancellation, renewal, reduction in
limits, or coverage or other material change of the policies. Buyer reserves
the right to request additional documentation, such as one or more policy
endorsements, deemed reasonably necessary to ensure such requirements have been
met.
16.
Use of Buyer Name
and Logo. Unless expressly authorized in writing in
this PO or in a separate written agreement, Seller may not use Buyer’s name,
logo, or other intellectual property in any manner, whether in conjunction with
the Products or otherwise, except to deliver invoices or other notices to Buyer.
17.
Confidential
Information. In performing its obligations hereunder, Seller
might have access to information, whether verbal, in writing, in electronic
format, or in any other tangible form, disclosed by Buyer, directly or
indirectly, to Seller that is (a) identified as confidential, or (b) disclosed
in a manner in which Buyer reasonably communicates, or that Seller should
reasonably have understood, should be treated as confidential, whether or not
designated as “confidential” (collectively, “Confidential Information”).
Confidential Information includes, without limitation, data sets, personal data
(including donor data), marketing plans, research, products, technologies,
software source code, software object code, data collection functionalities,
trade secrets, pre-publication patent applications, research and development,
know-how, and other information relating to Buyer and its operations, programs,
or systems. Seller may not, without Buyer’s prior written consent, use, copy,
publish, or divulge any Confidential Information, and agrees to use
Confidential Information solely in furtherance of the product-related services
and for no other reason. Seller must use
appropriate security procedures to safeguard Confidential Information. Seller
acknowledges and agrees that in the event Seller receives any personal
identifying information (i.e., information that identifies or can be used to
identify an individual or that relates to an identified individual), Seller (i)
will be subject to a Buyer IT Security review prior to such transfer or exchange
and (ii) Seller will comply with all Applicable Laws
relating to the protection of personal identifying information. In addition, Seller
must comply with any additional requirements relating to protection of data as
set forth by the Buyer.
18. Compliance with Laws. Seller represents,
warrants, and agrees that Seller:
A. can lawfully work
in the United States and/or the countries where the Products will be
manufactured and delivered;
B. has or will
obtain at Seller’s expense (except to the extent otherwise explicitly stated in
this PO) any permits, licenses, or authorizations required to manufacture and
deliver the Products;
C. will take
affirmative steps to inform Buyer, prior to signing this PO, if it is a
privately-held entity in which a Government Official[1]
has equity ownership or, in the case of an individual person providing services
as an independent Seller, if the Seller is a Government Official for any
government other than a U.S. local, state, or federal government agency;
D. will comply with
all statutes, laws, ordinances, executive orders, rules, regulations, court
orders, and other governmental requirements for the jurisdiction(s) in which
the Products are manufactured or delivered and any other jurisdiction(s) in
which Seller is organized or authorized to do business;
E. will comply with
all applicable anti-bribery or anti-corruption laws and regulations. To that
end, Seller shall not either directly or indirectly, pay, offer, promise to
pay, or give anything of value (including any amounts paid by Buyer) to any
person, including an employee or official of a government, with the reasonable
knowledge that it will be used for the purpose of obtaining any improper
benefit or to improperly influence any act or decision by such person for the
purpose of obtaining, retaining, or directing business. Any amounts paid by Buyer to Seller will be
for services actually rendered in accordance with the terms of this PO. Seller
shall not accept bribes or kickbacks in any form. The Seller further
represents, warrants, and agrees that it has not committed any of the acts
prohibited herein or been accused of making or authorizing any acts prohibited
herein.
F. will comply with
all applicable counterterrorism, anti-money laundering and economic sanctions
laws. To that end, the, Seller represents and warrants that, to the best of Seller’s
knowledge, Seller and Seller’s subsidiaries, principals, and beneficial owners,
if any:
i. are not presently
debarred, suspended, proposed for debarment, or declared ineligible for the
award of contracts by any government agency;
ii. (A) are not
included on the Specially Designated Nationals and Blocked Persons lists
maintained by the U.S. Treasury’s Office of Foreign Assets Control, the United
Nations Security Council Consolidated List, or similar lists of proscribed
entities identified as associated with terrorism; and (B) will not engage in
transactions with, or provide resources or support to, any such individuals or
organizations or anyone else associated with terrorism;
iii. are not a person
or entity with whom transacting is prohibited by any trade embargo, economic
sanction, or other prohibition of law or regulation; and
iv. have not
conducted, and will not conduct, their operations in violation of applicable
money laundering laws, including but not limited to, the U.S. Bank Secrecy Act
and the money laundering statutes of any and all jurisdictions to which they
are subject, and no action or inquiry concerning money laundering by or before
any authority is pending;
G. will comply with all applicable human rights laws,
statutes, regulations, and codes as well as any human rights policy, standard
operating procedure, guideline, or procedure adopted by Buyer and shared with Seller.
Furthermore, in manufacturing and delivering the Products, the Seller shall
respect human rights by: (a) identifying, preventing, and mitigating any
potential or actual adverse human rights impacts resulting from its activities
or the activities of its contractors, suppliers, or similar third parties; and
(b) remediating any actual adverse human rights impacts which it causes or to
which it contributes as soon as is practicable. Finally, the Seller represents
and warrants that neither Seller nor any of its employees has been found at
fault or penalized for any human rights violations or
creating an adverse impact on human rights;
H. will not
discriminate against any individual or group on the basis of race, religion,
age, sex, national origin, citizenship, disability, sexual orientation, genetic
information, or veterans/national guard/military reserve status. If any U.S.
government funds are transferred under this PO, Seller is also subject to Title
VI of the Civil Rights Act of 1964 and related statutes, which prohibit
discrimination on the basis of race, color, national origin, age, or disability
in federally funded programs;
I.
will not take any actions that might cause Buyer to be in
violation of the laws,
statutes, regulations, or similar rules mentioned in this Section (collectively,
“Applicable Laws”);
J.
will immediately notify Buyer in writing if any of the
representations, warranties, certifications, statements, or agreements in this
Section change before or during the PO Term; and
K. will include
provisions at least as restrictive as these in all permitted subcontracts (except for subcontracts purchasing commercially available, off-the-shelf
goods or services).
If Buyer determines that any of the representations, warranties,
certifications, statements, or agreements in this Section are false, no longer
valid, or have materially changed, whether or not the Seller is at fault, Buyer
may terminate this PO effective immediately upon written notice to Seller, with
no further obligation by Buyer under this PO, including payment, and Buyer may
pursue all available remedies under Applicable Laws.
19.
Governing Law; Forum.
This PO and claims relating to this PO will be interpreted, construed, and
governed by the laws of the state in which The Nature Conservancy’s office set
forth on the Purchase Order Form is located (excluding such state’s choice of
law principles, if any). In the event of any litigation over the interpretation
or application of any of the terms of this PO, litigation will be conducted in
the same state.
20.
Miscellaneous Terms and
Conditions.
A. Notices. Any notice, request, or demand made by either
party to this PO must be in writing and must be sent and deemed delivered as
follows: (i) in person – delivered immediately; (ii) by mail, postage prepaid,
certified (return receipt requested) – delivered three business days after
sending; (iii) by a nationally recognized, next-day delivery service with
tracking information and requesting next-business day delivery – delivered the
next business day; or (iv) email – delivered the next business day.
B.
Assignment; Subcontracting. Seller may not assign or transfer its
responsibilities or obligations under this PO without Buyer’s prior written
consent, which may be granted via email.
Buyer’s consent may be granted or withheld in Buyer’s sole discretion.
C.
Code of Conduct; Helpline. Buyer expects itself and everyone with whom
it does business to conduct themselves in ways that are consistent with its Buyer’s
Code of Conduct found at www.nature.org/codeofconduct. Anyone (whether an employee of Buyer or not)
may contact the Buyer Helpline (anonymously, if desired) with questions,
concerns, or suspected violations at www.nature.org/tnchelpline.
D.
Entire Agreement; Amendments; Order of
Precedence. This PO
will become binding when signed by both parties and, together with its
exhibits, which are hereby incorporated into and made a part of this PO,
constitutes the entire agreement between the parties and supersedes all prior
or contemporaneous communications, both oral and written, between the parties
relating to the Products described in this PO. Unless explicitly stated
otherwise in this PO, no amendment to this PO, will be effective unless in a
writing signed by both parties.
E.
Severability; No Waiver. If any provision of this PO is found to be
invalid by a court of competent jurisdiction, the other provisions will not be
affected by that finding. No delay in exercising any right or remedy under this
PO by either party will constitute a waiver of that right or remedy or of any
other right or remedy under this PO or under Applicable Laws.
F.
Joint and Several Liability. If two or more persons or entities are
identified as Seller in this PO, their obligations under this PO are and will
be joint and several.
G.
Counterparts. This PO may be executed in one or more
counterparts, each of which will be deemed an original and all of which will
constitute the complete PO.
H.
Consent to electronic signatures. Facsimile or scanned signatures on this PO
and any related documents, and digital or electronic signatures where
authorized under Applicable Laws, will be fully binding for all purposes.
I.
Authorization to Sign. Seller represents and warrants that the
person signing this PO on behalf of Seller is duly authorized to sign this PO
on Seller’s behalf.
J.
Survival. The “Liability; Indemnification,”
“Confidential Information,” and “Intellectual Property” Sections of this PO
will survive the expiration or earlier termination of the PO.
21. Use of U.S. Federal Funds. If Buyer uses U.S. federal funds
to purchase the Products from Seller, these additional terms and conditions
shall apply: Seller understands that this PO will be funded by U.S.
Government funding and that Seller shall be responsible for ensuring that all
work/travel is carried out in compliance with any pertinent regulations and
laws including but not limited to those listed below.
A.
Record Retention. Financial records,
supporting documents, statistical records, and all other records pertinent to
this PO shall be retained by Seller for a period of three years from the date
of submission of the final expenditure report. If any litigation, claim, or
audit is started before the expiration of the three-year period, the records
shall be retained until all litigation, claims, or audit findings involving the
records have been resolved.
B. Access
to Records. Buyer, the U.S. Federal entity providing the funding from
which this PO will be paid, the Comptroller General of the United States, or
any of their duly authorized representatives, shall have the right of timely
and unrestricted access to any books, documents, papers, and other records of
Seller that are pertinent to this PO for the purpose of making audits,
examinations, excerpts, copies, and transcriptions. The rights of access
in this paragraph are not limited to the required retention period but shall
last as long as records are retained.
C.
Seller Liability. Seller
assumes sole responsibility for reimbursement to Buyer or the U.S. Federal
Government, whichever is appropriate, of a sum of money equivalent to the
amount of any expenditures disallowed should the funding agency or any
authorized agency rule, through audit exception or some other appropriate
means, that expenditures from funds allocated to Seller were not made in
compliance with applicable cost principles and regulations of the funding
agency, or the provisions of this PO. Seller further assumes sole responsibility
for the costs to remedy any such noncompliance, as determined by the funding
agency or authorized agency.
D. Affirmative Action. To the extent applicable, the Seller shall abide by
the requirements of 41 CFR §§ 60-1.4(a), 60-300.5(a) and 60-741.5(a). These
regulations prohibit discrimination against qualified individuals based on
their status as protected veterans or individuals with disabilities and
prohibit discrimination against all individuals based on their race, color,
religion, sex, or national origin. Moreover, these regulations require that
covered prime Sellers and subcontractors take affirmative action to employ and
advance in employment individuals without regard to race, color, religion, sex,
national origin, protected veteran status or disability. In addition, the Seller agrees that, in
fulfilling their obligations and duties under this PO, the
Seller
shall not discriminate against any individual or group on the basis of race,
religion, age, sex, national origin, citizenship, disability, sexual
orientation, genetic information, or veterans/national guard/military reserve
status.
E.
Fly America. Seller shall comply with
all applicable standards, orders, or regulations issued pursuant to the Fly
America Act, 49 U.S.C. 40118.
F.
MBE-WBE. Seller agrees to ensure to
the fullest extent possible that at least a percent “Fair Share” of federal
funds for subcontracts for supplies, construction, equipment, or services are
made available to organizations owned or controlled by socially and
economically disadvantaged individuals, women, and historically black colleges
and universities. Seller agrees to include in its bid specifications and
require all of its sellers to include in their bid specifications for
subcontracts, a percent “Fair Share.” Seller agrees to document all
efforts taken to achieve the “Fair Share” and to report on all procurement
actions regardless of the size of the sub-agreement.
G.
SBRA. Seller shall take the
following affirmative steps in awarding subcontracts, if any: (1) place
one or more Small Business in Rural Areas (SBRA) on solicitation lists;
(2) ensure that SBRAs are solicited whenever they are potential sources; (3)
divide total requirements, when economically feasible, into small tasks or
quantities to permit maximum participation by SBRAs; (4) establish delivery
schedules, where the requirements of work shall permit, which would encourage
participation by SBRAs; (5) use the services of the Small Business
Administration and the Minority Business Development Agency of the U.S. Department
of Commerce, as appropriate.
[End of Purchase Order Terms & Conditions]
[1] For purposes of this Contract, TNC defines a "Government Official” as any official or employee of any government, political party, or public international organization, and any candidate for political office, regardless of whether the person purports to act in a private capacity or serves without compensation. For purposes of this definition, the "government" means any agency, department, embassy, instrumentality, or other governmental entity, including any company or other entity owned or controlled by the government.