Supplier Resources

1. For Default
   1. Buyer may terminate this purchase order, or any part thereof, by written notice of default to Seller under any of the following circumstances:
      1. If Seller fails to perform within the time specified.
      2. If Seller fails to comply with other provisions of this order and does not cure any such failure within a period of ten (10) days after receipt of notice from Buyer specifying such failure.
      3. If Seller becomes insolvent or makes a general assignment for the benefit of creditors or files or has filed against it a petition of bankruptcy or for reorganization, or pursues any other remedy under any other law relating to the relief for debtors or in the event a receiver is appointed for Seller’s property or business.
   2. In the event of such termination, Buyer may purchase or manufacture similar supplies and/or require Seller to transfer title and deliver to Buyer any and all property produced or procured by Seller under this order and Seller shall be liable to Buyer for any excess cost to Buyer.
2. Buyer may terminate this order in whole or in part at any time by notice to Seller in writing. On receipt by Seller of such notice, Seller shall, to the extent specified therein, stop work hereunder and the placement of subcontracts, terminate work under subcontracts outstanding hereunder, and take any necessary action to protect property in Seller’s possession in which Buyer has or may acquire an interest. In such event, Buyer shall pay to Seller, without duplication the (1) amounts due for supplies delivered and accepted or services completed in accordance herewith prior to the effective date of termination; plus (2) actual costs incurred by Seller if property allocable or apportionable under recognized commercial accounting practices to the terminated portion of the contract, including liabilities to the subcontractors which are so allocable and excluding any charges for interest or material or parts which may be delivered to others; plus (3) a reasonable profit on work actually done by Seller prior to such termination; plus (4) the reasonable costs of settlement, provided that the total settlement shall not exceed the contract price and, provided further, that if it appears that Seller would have sustained a loss on the entire contract had it been completed, no profit shall be included or allowed and an appropriate adjustment shall be made reducing the amount of the settlement to reflect the indicated rate of loss. Such termination claim shall be submitted to Buyer within sixty (60) days after the effective date of the termination and any suit to enforce such a termination claim must be commenced within one year of Buyer giving written notice of termination. The remedies provided herein to Seller in the event Buyer unilaterally terminates this order by notice are the exclusive remedies of the Seller.
3. Any termination by Buyer, whether for default or otherwise, shall be without prejudice to any claims for damages or other rights of Buyer against Seller.
4. Buyer shall have the right to audit all elements of any termination claim and Seller shall make available to Buyer on request all books, records and paper relating thereto.
5. Seller shall continue performance of this order to the extent not terminated. Any provisions for delivery or acceptance of the supplies in installments shall not make severable the obligations of Seller.

1. Supplier hereby certifies it understands its obligations to comply with the International Traffic in Arms Regulations (ITAR) and the Export Administration Regulations (EAR). Supplier, further certifies that if it engages in the selling or manufacturing (whether exporting or not) of defense articles or providing a defense service that it is registered with the U. S. Department of State, Directorate of Defense Trade Controls, as defined in 22 C.F.R. Part 122, Registration of Manufacturers and Exporters and that it maintains an effective compliance program.
2. Supplier shall not re-transfer export-controlled information to any other non-U.S. person or entity (including Suppliers dual/3rd country national employees) without first complying with all the requirements of the applicable Export Regulations.
3. Supplier is required to notify Buyer in writing prior to any re-transfer of controlled information or controlled hardware. No consent provided by the Buyer regarding the re-transfer relieves the Supplier of its obligations under the Export Regulations.
4. Supplier shall immediately notify Buyer if it is or becomes listed on any Excluded or Denied Party List of an agency of the U.S. Government or its export privileges are denied, suspended or revoked by the United States Government or the government of the Seller.
5. Supplier agrees that no goods supplied under this purchase order are sourced from or originate with:
   1. a country or government subject to U.S. economic sanctions administered by the U.S. Department of Treasury or U.S. Department of State (hereinafter “Restricted Country”);
   2. a Specially Designated National identified on the U.S. Department of Treasury’s Specially Designated Nationals List, or any other U.S. government list restricting the acquisition of items from an entity or person located outside or inside the United States
   3. an entity or person that is owned or controlled by a Restricted Country or Restricted National; or
   4. a Restricted Country or Debarred Party under the International Traffic in Arms Regulations.

The U.S. Government requirements and additional background, including lists of restricted or denied persons referenced in this clause are available at the following web links: www.treasury.gov/ofac; www.pmddtc.state.gov; www.state.gov/t/isn/c15231.htm

Import Compliance

Seller shall comply with all U.S. Customs laws and regulations (e.g., 19 C.F.R.) and all other U.S. regulations pertaining to the importation of goods into the U.S. for domestic orders issued to entities incorporated in the U.S. Seller will be responsible for the importation of goods into the U.S. including:

• Act as the U.S. Importer of Record
• Facilitate U.S. Customs Clearance
• Payment of duty, taxes, and fees associated with the imported items

Buyer assumes no responsibility for importation of goods procured outside the U.S. unless agreed to in writing.

In accordance with section 304 of the Tariff Act of 1930, as amended, along with certain marking provisions of the Harmonized Tariff Schedule of the United States and as identified in the U.S. Code of Federal Regulations, 19 CFR §134.11, every article of foreign origin (or its container) imported into the United States shall be marked in a conspicuous place as legibly, indelibly, and permanently as the nature of the article (or container) will permit, in such manner as to indicate to an ultimate purchaser in the United States the English name of the country of origin of the article, at the time of importation into the Customs territory of the United States. Goods imported into the United States must be marked unless any of the following apply:

1. The goods are physically incapable of being marked or would be damaged by marking
2. The imported goods are worth less than $200 U.S. dollars
3. Identified in the “J-list” exceptions that covers a broad list of products, including cigars, buttons, nuts, bolts, and bearings, etc.
4. Imported for use by the importer and not intended for sale in their imported form

Articles not properly marked, may be subject to additional duties upon importation into the United States.