Purchase Order Terms and Conditions

Purchase Order Terms and Conditions

Effective: October 30, 2015

TERMS AND CONDITIONS OF SALE FOR INTEGRATED SECURITY TECHNOLOGIES, INC. PRODUCTS AND SERVICES

Unless and to the extent that a separate contract executed between the Seller and INTEGRATED SECURITY TECHNOLOGIES, INC. applies, the purchase of goods and services by INTEGRATED SECURITY TECHNOLOGIES, INC. will be governed solely by these Terms and Conditions, whether or not these Terms and Conditions are referenced in the Order. 

  1. DEFINITIONS. As used in this Purchase Order, the below terms shall have the following meanings: (a) “Contractor” or “Buyer” means INTEGRATED SECURITY TECHNOLOGIES, INC, the legal entity purchasing the supplies/services: (b) “Subcontractor,” “Supplier,” or “Vendor” means “Seller” the legal entity that has entered into this agreement with Buyer: (c) “Contract.” “Subcontract” “Purchase Order,” “Agreement,” and “Order” (whether capitalized or not) are used interchangeably and refer to this contractual instrument; (d) “Government” means the Government of the United States of America; and (e) “Prime Contract” means the government contract, if any, specified on the face of the Purchase Order under which this order is issued.

 

  1. APPLICABLE LAW. This Agreement supersedes any existing negotiation, understanding or agreement, written or otherwise, between INTEGRATED SECURITY TECHNOLOGIES and SELLER with respect to the subject matter hereof and shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, without respect to its conflicts of laws principles, except that any provision in this Purchase Order that is (i) incorporated in full text or by reference from the Federal Acquisition Regulation (“FAR”), or (ii) incorporated in full text or by reference from any agency regulation that implements or supplements the FAR, or (iii) that is substantially based on any such agency regulation or FAR provision, shall be construed and interpreted according to the federal common law of government contracts as enunciated and applied by federal judicial bodies, Boards of Contract Appeals, and quasi-judicial agencies of the Government. INTEGRATED SECURITY TECHNOLOGIES and SELLER hereby consent to the personal jurisdiction of the state court that this Agreement shall be governed by and subject to the laws of the Commonwealth of Virginia in Fairfax County, without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than the Commonwealth of Virginia. For purposes of this Purchase Order, INTEGRATED SECURITY TECHNOLOGIES’s office shall be its Corporate Headquarters, located in Fairfax County at 520 Herndon Parkway, Suite C, Herndon, VA 20170.

 

  1. COMPLIANCE WITH LAWS. Seller shall comply with all applicable federal, state, and local laws, rules, regulations and orders in effect on the date of this Purchase Order, including, but not limited to the following, as amended:

(a) The Fair Labor Standards Act of 1938;

(b) The Federal Occupational Safety and Health Act of 1970 (OSHA);

(c) The Toxic Substances Control Act of 1976;

(d) The Walsh-Healy Public Contracts Act;

(e) The Service Contract Act Certification – The SELLER hereby certifies that it is familiar with, and if applicable, will comply with the requirements of the Service Contract Act of 1965. The SELLER further agrees to indemnify and hold INTEGRATED SECURITY TECHNOLOGIES harmless from and against all claims, losses, demands, liabilities, obligations, costs, expenses (including reasonable attorney’s fees), or rights of action which arise out of results from, or are caused by SELLER’S noncompliance with the Service Contract Act of 1965:

(f) The Davis Bacon Act Certification – (Applicable to construction, alteration and repair of public buildings). The SELLER hereby certifies that it is familiar with, and, if applicable, will comply with, the Davis-Bacon Act (40 U.S.C. Section 276a). The SELLER further agrees to indemnify and hold harmless INTEGRATED SECURITY TECHNOLOGIES from and against all claims, losses, demands, liabilities, obligations, costs and expenses (including reasonable attorney’s fees), or rights of actions which arise out of, result from, or are caused by SELLER’S noncompliance with the Davis-Bacon Act and;

(g) Any other federal law concerning labor relations, non-discrimination in employment, minimum wages, overtime compensation, and hours of employment. SELLER agrees to indemnity and hold INTEGRATED SECURITY TECHNOLOGIES harmless against any loss or liability due to SELLER’s violation or noncompliance with such regulations. Upon INTEGRATED SECURITY TECHNOLOGIES, INC’s request, SELLER shall furnish evidence demonstrating such compliance. SELLER shall comply with all statutes, ordinances, rules and regulations, whether federal, state or local, pertaining to performance of the work and shall at its own cost and expense obtain all licenses and permits required to comply therewith;

(h) The Foreign Corrupt Practices Act of 1977, generally, 15 USCS §§ 78amt. 78dd-l et seq; 78ff. 78m, if applicable;

(i) The Anti-Kickback Act of 1986,41 USCS §§ 51, et seq., and the Anti-Kickback Enforcement Act of 1986, 41 USCS §§ 51, et seq., if applicable;

(j) All United States Export Laws and Regulations.

(k). a. Supplier shall abide by the requirements of 41 CFR 60-300.5(a). This regulation prohibits discrimination against qualified protected veterans, and requires affirmative action by covered prime contractors and subcontractors to employ and advance in employment qualified protected veterans.  Supplier shall abide by the requirements of 41 CFR 60-71.5(a). This regulation prohibits discrimination against qualified individuals on the basis of disability, and requires affirmative action by covered prime contractors and subcontractors to employ and advanced in employment qualified individuals with disabilities

(l) The supplier shall post a notice, of such size and in such form, and containing such content as the Secretary of Labor shall prescribe, in conspicuous places in and about its plants and offices where employees covered by the National Labor Relations Act engage in activities relating to the performance of the contract, including all places where notices to employees are customarily posted both physically and electronically. Refer to 29CFR Part 471, Appendix A to Subpart A. Appendix A is available at http://www.dol.gov/olms/regs/compliance/EO13496.htm.

 

  1. ACCEPTANCE OF PURCHASE ORDER. This Purchase Order supersedes all previous written or verbal representations and agreements between the parties with respect to the subject matter hereof and becomes a binding agreement, subject to the specific terms and conditions stated herein, upon SELLER’s accepting this Purchase Order, or any part thereof, the seller agrees to and accepts said terms and conditions. This Purchase Order contains the entire agreement of the parties and expressly limits acceptance to the terms and conditions stated. Any terms or conditions proposed by SELLER inconsistent with or in addition to the terms and conditions hereof are objected to and void unless agreed to in writing by INTEGRATED SECURITY TECHNOLOGIES. Acceptance of this Purchase Order by SELLER and by INTEGRATED SECURITY TECHNOLOGIES is deemed to have occurred in Fairfax County, Virginia, and SELLER and INTEGRATED SECURITY TECHNOLOGIES each agree in accepting this Purchase Order that it shall be governed by and subject to the laws of the Commonwealth of Virginia, without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than the Commonwealth of Virginia.

 

  1. ASSIGNMENT/SUBCONTRACTING. This Purchase Order shall not be transferred or assigned by either party without the prior written consent of the other. SELLER shall not assign this Purchase Order, or any rights, interest, or payments (including factoring of the invoices), or the performance of any of its duties under this Purchase Order without the prior written consent of INTEGRATED SECURITY TECHNOLOGIES. Except for standard commercial items, raw materials, or other supplies identified in Seller’s proposal as procured from others. SELLER shall not subcontract the complete or any substantial portion of the work without the prior written consent of INTEGRATED SECURITY TECHNOLOGIES. Any attempt or, purported assignment subcontracting by SELLER without INTEGRATED SECURITY TECHNOLOGIES prior written consent shall be void and not binding upon INTEGRATED SECURITY TECHNOLOGIES. Any attempt to assign or assignment of the proceeds of this Purchase Order by SELLER, without the express written consent of INTEGRATED SECURITY TECHNOLOGIES, shall be void. Consent to an assignment or a subcontract shall not relieve the assigning party of full responsibility for complete performance of all its obligations set forth in this Agreement or in such Purchase Order and such assigning party shall remain responsible for any assignee’s or subcontractor’s compliance with the non-disclosure and confidentiality provisions set forth in this Agreement. INTEGRATED SECURITY TECHNOLOGIES reserves the right to withdraw, at any time, any such consent through written notice to SELLER.

 

  1. SETOFF. INTEGRATED SECURITY TECHNOLOGIES shall have the right at all times to setoff any amount due or payable to SELLER hereunder against any claim or charge INTEGRATED SECURITY TECHNOLOGIES may have against SELLER under this Agreement or any other Agreement between INTEGRATED SECURITY TECHNOLOGIES and SELLER. INTEGRATED SECURITY TECHNOLOGIES expressly has the right to set off against amounts due SELLER under other unrelated contracts between INTEGRATED SECURITY TECHNOLOGIES and SELLER.

 

  1. TAXES. The price of the supplies/services procured hereunder includes all applicable federal, state, and local taxes, including, but not limited to, federal, state, and local sales and excise taxes, and duties unless otherwise stated in this Purchase Order. Amounts payable by INTEGRATED SECURITY TECHNOLOGIES for SELLER’s performance of work, delivery or procurement of goods, travel or other out-of-pocket expenses do not include related state and local taxes which shall be separately stated on SELLER’s invoices and reimbursed by INTEGRATED SECURITY TECHNOLOGIES, provided, however, INTEGRATED SECURITY TECHNOLOGIES shall not pay any such taxes that are based on SELLER’s net income. If it is subsequently determined that any invoiced tax was, or is not, actually required to be paid. SELLER shall immediately notify Customer. If said tax has already been paid to SELLER by INTEGRATED SECURITY TECHNOLOGIES, then SELLER shall promptly refund said tax payment to Customer.

 

  1. INFORMATION DISCLOSED TO INTEGRATED SECURITY TECHNOLOGIES. Any information or knowledge SELLER discloses to INTEGRATED SECURITY TECHNOLOGIES regarding this Purchase Order shall not be deemed confidential or proprietary unless expressly agreed upon by both SELLER and INTEGRATED SECURITY TECHNOLOGIES in writing. Any such unpatented information or knowledge shall be acquired by INTEGRATED SECURITY TECHNOLOGIES free of any restrictions.

 

  1. PAYMENT TERMS. Unless otherwise specified in this Purchase Order, terms of payment are Net 30 days from date of invoice. SELLER agrees that within seven (7) days of receipt of INTEGRATED SECURITY TECHNOLOGIES payment SELLER will pay its suppliers. SELLER agrees that after receiving payments from INTEGRATED SECURITY TECHNOLOGIES it will furnish INTEGRATED SECURITY TECHNOLOGIES with a certificate that SELLER has paid its supplier(s), (if required) that there are no liens, Miller Act Claims or any similar encumbrances on the equipment purchased. In the event liens or claims are filed by anyone in relation to this Agreement, SELLER shall have same discharged by posting a bond with the appropriate authorities or otherwise within three (3) days of notice. SELLER hereby agrees to indemnify INTEGRATED SECURITY TECHNOLOGIES against any lien or Miller Act claim which may be brought against INTEGRATED SECURITY TECHNOLOGIES, including, but not limited to payment to INTEGRATED SECURITY TECHNOLOGIES of costs of defense of such a lien or Miller Act claim, all attorney’s fees incurred in such a litigation, as well as any and all fees, costs or charges related to any and all bonds which may be required in the event of such a lien or Miller Act claim.

 

  1. INVOICES. An itemized invoice shall be submitted to the address shown on the face of this Purchase Order to the attention of the Accounts Payable Department. Each invoice should contain the following information: Payment of invoices may be delayed pending correction of any errors or omissions.

(a) Purchase Order number related to this Purchase Order:

(b) Invoice number and date;

(c) Invoice Period of Performance (Indicate on the invoice the exact date(s) that the services were performed. These dates should be within the Period of Performance that is stated on the Purchase Order.);

(d) Invoice for each Purchase Order Line item separately on the invoice;

(e) Hours expended by Labor Category for each Purchase Order Line Item, (if applicable.);

(f) Certificate of no liens (If required);

(g) For time and material, costs plus expenses, or labor hour efforts the SELLER must include hours expended by labor category with associated hourly rates on a line item basis for the current period, and provide line item cumulative totals from contract inception to date.

 

  1. WORK ON INTEGRATED SECURITY TECHNOLOGIES OR INTEGRATED SECURITY TECHNOLOGIES’ CUSTOMER’S PREMISES. If this Purchase Order requires SELLER to perform work on INTEGRATED SECURITY TECHNOLOGIES or INTEGRATED SECURITY TECHNOLOGIES’ customer’s premises, SELLER shall take all necessary precautions to prevent any injury to persons or damage to property during the progress of such work. Except to the extent that any injury to persons or damage to property is due solely and directly to INTEGRATED SECURITY TECHNOLOGIES or its customer’s fault or negligence, SELLER agrees to indemnify INTEGRATED SECURITY TECHNOLOGIES and its customer against all loss or liability resulting from any act or omission of SELLER, its employees, agents, or subcontractors. See Clause 31 Insurance for proper insurance coverage.

 

  1. PATENT, COPYRIGHT, AND TRADEMARK INDEMNITY. SELLER agrees to indemnify, defend, and hold harmless INTEGRATED SECURITY TECHNOLOGIES, its customer, and those for whom INTEGRATED SECURITY TECHNOLOGIES may act as agent from any costs, expenses, including reasonable attorneys’ fees, damages, or liability that INTEGRATED SECURITY TECHNOLOGIES may incur as a result of any proceedings charging infringement of any patent, copyright, or trademark by reason of sale or use of any supplies/services/data furnished by SELLER. SELLER shall have no liability regarding alleged patent infringement for supplies furnished to INTEGRATED SECURITY TECHNOLOGIES in accordance with INTEGRATED SECURITY TECHNOLOGIES design specifications.

 

  1. WARRANTY OF SUPPLIES/SERVICES. SELLER warrants that all supplies/services furnished under this Purchase shall conform to the INTEGRATED SECURITY TECHNOLOGIES drawings, specifications, or other description and will be of good material and workmanship and free of defects. SELLER further warrants that the supplies/services will meet SELLER’s published specifications and standards, will be new (not used or reconditioned) merchantable and suitable for the purpose intended. These warranties shall survive inspection, acceptance, and payment. Supplies/services that do not conform to the above warranties may at any time within twelve (12) months after delivery to INTEGRATED SECURITY TECHNOLOGIES, be rejected and returned to SELLER at SELLER expense, for correction or replacement. If SELLER does not promptly correct or replace same, INTEGRATED SECURITY TECHNOLOGIES may correct or replace the nonconforming supplies/services at SELLER’s expense. The foregoing warranties are in addition to all other warranties expressed or implied by law.

 

  1. CHANGES. INTEGRATED SECURITY TECHNOLOGIES may, at any time, in writing, make changes to this Purchase Order. If any such change causes an increase or decrease in the cost or time required for performance of the work, the price and/or delivery schedule shall be equitably adjusted and the Purchase Order so modified. SELLER shall submit any claim for adjustment to INTEGRATED SECURITY TECHNOLOGIES within twenty (20) days following receipt of INTEGRATED SECURITY TECHNOLOGIES’ written Change Order. Failure of the parties to agree to an adjustment shall be considered a dispute under the disputes clause hereof.

 

  1. DISPUTES. (a) Any dispute that arises under or is related to this Purchase Order and which relates to a matter that gives INTEGRATED SECURITY TECHNOLOGIES recourse against the Government under the prime contract or applicable law may be resolved, by agreement of the parties, in accordance with the Disputes clause of the prime contract as follows: (i) SELLER will give INTEGRATED SECURITY TECHNOLOGIES a fully supported and certified written claim concerning any such dispute within one year after the claim accrues, but in no event later than final payment under this Purchase Order, or SELLER shall be barred from any remedy for such claim; (ii) SELLER will cooperate fully with INTEGRATED SECURITY TECHNOLOGIES in prosecuting any such dispute and will be bound by the outcome; (iii) SELLER shall indemnify and hold INTEGRATED SECURITY TECHNOLOGIES harmless from damages. judgments, costs (including reasonable attorneys’ fees), and other liabilities arising from any breach of Seller’s claim certification; (iv) INTEGRATED SECURITY TECHNOLOGIES and SELLER will each bear their own costs of prosecuting any such dispute; (v) If the parties do not agree to proceed in accordance with this paragraph, the dispute will be decided in accordance with subparagraph (b); and (vi) nothing in this Purchase Order grants SELLER a direct right of action under the Disputes clause of the prime contract. (b) Any other dispute arising under this Purchase Order that is not settled by agreement between INTEGRATED SECURITY TECHNOLOGIES and SELLER may be settled by appropriate legal proceedings in the state court of the Commonwealth of Virginia in Fairfax County and/or the Eastern District of Virginia federal courts if there is any dispute under this Agreement. For purposes of personal jurisdiction and venue, SELLER agrees that the appropriate courts are the Circuit Court in and for Fairfax County, Virginia and the federal court in and for the Eastern District of Virginia. Pending final resolution, SELLER shall proceed with the performance of this Purchase Order in accordance with INTEGRATED SECURITY TECHNOLOGIES instructions.

 

  1. STOP-WORK ORDER. INTEGRATED SECURITY TECHNOLOGIES may, at any time, by written notice to SELLER, stop all or any part (if the work hereunder for up to ninety (90) days. Upon receiving a stop-work order, SELLER shall immediately comply with its term and take all reasonable steps to avoid incurring any additional cost allocable to such work. Within ninety (90) days after the effective date of the stop-work order, INTEGRATED SECURITY TECHNOLOGIES shall either cancel the stop-work order or terminate the work covered by the stopwork order. INTEGRATED SECURITY TECHNOLOGIES shall make an equitable adjustment in the Purchase Order delivery schedule and/or price if the stop-work order results in an increase in time or cost for performance. SELLER must assert a claim for equitable adjustment within thirty (30) days after the end of the work stoppage.

 

  1. TERMINATION FOR CONVENIENCE. INTEGRATED SECURITY TECHNOLOGIES reserves the right, at any time, in its own best interest, and without liability, to terminate this Purchase Order in whole or in part, by written notice of termination for convenience to SELLER. If this Purchase Order is so terminated, then, within thirty (30) days following Seller’s receipt of the termination notice, SELLER shall submit a claim for equitable adjustment, if the termination involves only services. INTEGRATED SECURITY TECHNOLOGIES shall be obligated to pay only for service performed before the termination date. SELLER shall provide INTEGRATED SECURITY TECHNOLOGIES any supporting information necessary to document the reasonableness of SELLER’s termination for convenience claim.

 

  1. TERMINATION FOR DEFAULT. (a) INTEGRATED SECURITY TECHNOLOGIES may, without liability, and in addition to any other rights or remedies provided herein or by law, terminate this Purchase Order in whole or in part by written notice of default if SELLER (i) fails to deliver the supplies or perform the services within the time specified; (ii) fails to make sufficient progress with the work, thereby endangering completion of performance within the time specified; or (iii) falls to comply with any of the other instructions, terms, or conditions. INTEGRATED SECURITY TECHNOLOGIES right to terminate for default may be exercised if SELLER does not cure the failure within ten (10) days after receiving INTEGRATED SECURITY TECHNOLOGIES notice of such failure. If INTEGRATED SECURITY TECHNOLOGIES terminates this Purchase Order in whole or in part, INTEGRATED SECURITY TECHNOLOGIES may purchase similar supplies or services from others, and SELLER shall be liable for any additional costs above the original price for the terminated supplies/services. In the event of a partial termination, SELLER shall continue the work not terminated. SELLER shall not be liable for any additional costs if failure to perform arises from causes beyond SELLER or SELLER subcontractor’s control and without fault or negligence of either of them, provided, however that the supplies/services to be furnished by SELLER subcontractor (at any tier) were not obtainable from others in time for the SELLER to meet the order delivery requirements. If this Purchase Order is terminated for default, INTEGRATED SECURITY TECHNOLOGIES may require SELLER to transfer title and deliver to INTEGRATED SECURITY TECHNOLOGIES any completed supplies and manufacturing materials (e.g., parts, tools. dies, jigs, plans, drawings, information, and contract rights) that SELLER has specifically produced or acquired for the terminated portion of this Purchase Order. INTEGRATED SECURITY TECHNOLOGIES shall pay SELLER the order price for completed supplies or services delivered or performed and accepted. The parties shall agree upon the amount of payment for manufacturing materials delivered and accepted by INTEGRATED SECURITY TECHNOLOGIES. INTEGRATED SECURITY TECHNOLOGIES may withhold from any payments due SELLER, any sum necessary to protect INTEGRATED SECURITY TECHNOLOGIES against any liability or expenses due to the termination for default. SELLER shall provide INTEGRATED SECURITY TECHNOLOGIES any supporting information necessary to document the reasonableness of SELLER termination for default claim. (b) If INTEGRATED SECURITY TECHNOLOGIES owes SELLER for any invoices processed under any other agreements, INTEGRATED SECURITY TECHNOLOGIES expressly has the right to set off amounts owed INTEGRATED SECURITY TECHNOLOGIES under this Agreement against amounts due SELLER under any other unilateral contracts between INTEGRATED SECURITY TECHNOLOGIES and SELLER. (c) Except with respect to defaults of SELLER vendors or permitted subcontractors, SELLER shall not be liable for any excess costs if the failure to perform this Agreement arises out of causes beyond the control and without the fault or negligence of SELLER. Such causes may include, but are not limited to, acts of God or of the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, freight embargos, and usually severe weather; but in every case the failure to perform must be beyond the control and without the fault or negligence of SELLER. If the failure to perform is caused by the default of a supplier or permitted subcontractor to SELLER, and if such default arises out of the causes beyond the control of both SELLER and the supplier or subcontractor and without the fault or negligence of either of them, SELLER shall not be liable for failure to perform, unless the supplies or services to be furnished by the supplier or subcontractor of SELLER were obtainable from other sources in sufficient time to permit SELLER to meet the delivery requirements or amendments thereto regardless of whether such supplies or services are only available to SELLER at a higher cost to SELLER. No cause shall constitute a basis for excusable delay unless SELLER has notified INTEGRATED SECURITY TECHNOLOGIES, in writing, of the existence of such cause as promptly as practicable, but in no event longer than three (3) days from the beginning thereof. In any event, SELLER shall lake reasonable actions to mitigate the effects of any excusable delay. The rights and remedies of INTEGRATED SECURITY TECHNOLOGIES provided in this section shall not be exclusive and are in addition to any other rights and remedies provided by law or equity, or otherwise under this Agreement.

 

  1. PACKAGING AND PACKING. SELLER shall be responsible for properly packing and packaging the supplies in suitable containers for protection during shipment in accordance with transportation regulations and good commercial practice. No additional charge will be allowed for packing and packaging unless specifically agreed to in writing. SELLER shall label each package with the corresponding Purchase Order number. SELLER shall prepare itemized packing list bearing the Purchase Order number, description of items, part number, and quantity shipped for each package. One copy of the packing list shall be placed in the shipping container, one copy shall be forwarded to INTEGRATED SECURITY TECHNOLOGIES, and one copy shall accompany SELLER invoice.

 

  1. INTEGRATED SECURITY TECHNOLOGIES’S PROPERTY AND INFORMATION. INTEGRATED SECURITY TECHNOLOGIES property, such as drawings, specifications, data and the like, furnished to SELLER for performance of the work shall remain the property of INTEGRATED SECURITY TECHNOLOGIES, shall be considered private and confidential INTEGRATED SECURITY TECHNOLOGIES information, and shall not be given to others not having a need-to-know or used by SELLER for its own purposes. Upon order completion, all INTEGRATED SECURITY TECHNOLOGIES furnished property shall be returned to the INTEGRATED SECURITY TECHNOLOGIES in the same condition as received, allowing for reasonable wear and tear, except to the extent that the property has been incorporated into supplies delivered or consumed in the performance at work.
  2. UNAUTHORIZED CHANGES. Upon INTEGRATED SECURITY TECHNOLOGIES approval of SELLER drawings, designs, specifications, etc., SELLER shall make no changes affecting form or function of the supplies without INTEGRATED SECURITY TECHNOLOGIES prior written approval. Any approvals by INTEGRATED SECURITY TECHNOLOGIES shall not relieve SELLER of responsibility for any errors or deficiencies that may exist, or for performing the work and furnishing the supplies/services in strict accordance with the Purchase Order requirements.

 

  1. PERMITS, FEES, AND LICENSES. Except as may be otherwise provided in this Purchase Order, SELLER shall obtain and pay for all permits, fees and licenses required for the work at no additional charge to INTEGRATED SECURITY TECHNOLOGIES.

 

  1. INSPECTION AND TEST. INTEGRATED SECURITY TECHNOLOGIES and its customer may inspect and/or test materials, work in progress, end completed supplies at all reasonable times and places during performance of the work and prior to shipment. Rejected supplies shall be corrected or replaced. Rejected services shall be rectified in an acceptable manner if inspection and test are made on SELLER’s premises. SELLER shall, without additional charge, provide reasonable facilities and assistance for the safety and convenience of the inspectors performing these duties, inspections and tests shall be performed in such a manner as not to unduly delay work in progress. Unless otherwise agreed in writing, all supplies furnished under this Purchase Order, are subject to INTEGRATED SECURITY TECHNOLOGIES inspection and acceptance or rejection at destination, notwithstanding any previous INTEGRATED SECURITY TECHNOLOGIES or its customer’s source inspection or test. Inspection/test at source or at destination shall not relieve SELLER of its responsibility to furnish the supplies/services in strict conformance with the Purchase Order requirements. SELLER shall maintain an inspection and quality control system acceptable to INTEGRATED SECURITY TECHNOLOGIES and its customer. INTEGRATED SECURITY TECHNOLOGIES may inspect both at SELLER facility and at the destination point. SELLER shall furnish INTEGRATED SECURITY TECHNOLOGIES the records of inspection/test for supplies and services furnished hereunder at any time during the warranty period upon INTEGRATED SECURITY TECHNOLOGIES request.

 

  1. TRANSPORTATION CHARGES. Unless otherwise provided in this Purchase Order, transportation charges shall be prepaid and separately invoiced to INTEGRATED SECURITY TECHNOLOGIES. No insurance or premium transportation costs will be allowed unless authorized by INTEGRATED SECURITY TECHNOLOGIES. Unless otherwise provide in this Purchase Order, risk of loss, regardless of cause, is SELLER responsibility until the supplies/services/data are delivered. If SELLER is delinquent in delivery, INTEGRATED SECURITY TECHNOLOGIES may require shipment by the fastest means available, and any premium transportation charges therefore shall be SELLER responsibility.

 

  1. DELIVERY. SELLER agrees that time is of the essence in the performance of this Purchase Order. Deliveries shall be strictly in accordance with the order delivery schedule. INTEGRATED SECURITY TECHNOLOGIES reserves the right to refuse or return at SELLER expense, any excess shipments or deliveries made in advance of the order schedule. Invoices for early deliveries, when accepted, may be deferred until the schedule delivery date. SELLER agrees to advise INTEGRATED SECURITY TECHNOLOGIES as soon as possible of any delays in meeting the order delivery schedule and the reasons therefore. If a delay is due to circumstances beyond SELLER, and when applicable, its subcontractor’s, control, and without fault or negligence of either of them, INTEGRATED SECURITY TECHNOLOGIES may at its sole discretion, either adjust the delivery schedule or terminate this Purchase Order for convenience.

 

  1. PUBLIC RELEASE OF INFORMATION. No public release of information, news release, announcement, advertisement, denial or confirmation of this Purchase Order or the subject matter hereof, shall be made without INTEGRATED SECURITY TECHNOLOGIES prior written approval.

 

  1. WAIVER, SEVERABILITY AND SURVIVABILITY. Failure of either party to insist on performance of any provision of this Purchase Order shall not be construed as a waiver of that provision or a waiver of INTEGRATED SECURITY TECHNOLOGIES or SELLER’s right to require compliance with such provision in any later instance. If any provision of this Purchase Order is found to be illegal or unenforceable under law, that provision shall be deleted, however, all other provisions of this Purchase Order shall not be affected thereby and shall remain in full force and effect.

 

  1. INSOLVENCY. If SELLER ceases to conduct normal business operations (Including inability to meet its obligations), or if any proceedings under bankruptcy or insolvency laws is brought by or against SELLER, or a receiver for SELLER is appointed or applied for or SELLER makes an assignment for the benefit of creditors, INTEGRATED SECURITY TECHNOLOGIES may terminate this Purchase Order, without liability, except for deliveries previously made and for supplies completed and subsequently delivered in accordance with the terms of the order. In the event of SELLER insolvency, INTEGRATED SECURITY TECHNOLOGIES shall have the right to procure the balance of this order from others without liability.

 

  1. INSURANCE. Each party shall maintain adequate insurance protection covering its respective activities. SELLER shall provide and require its sub-contractors to provide insurance with the following minimum per occurrence limits or those imposed upon INTEGRATED SECURITY TECHNOLOGIES in the Prime contract, whichever are higher. SELLER policy limits, if greater, shall control over minimum limits required herein.

 

Workers’ Compensation:         Statutory

Employers’ Liability:                               $500,000

Commercial General Liability & Excess (combined)* :$2,000,000

Automobile Liability**:           $1,000,000

* The primary policy must be no less than $1,000,000.  However, this shall be the minimum limit, and the actual policy limit shall control when greater.

**  Include any auto, owned autos, non-owned autos, leased and hired autos.

SELLER shall name and require its sub-contractors to name INTEGRATED SECURITY TECHNOLOGIES as Additional Insured on all policies of insurance except Workers’ Compensation with respect to liability arising from SELLER’s operations:

Certificate must state that coverage is primary and non-contributory with respect to any other insurance carried by any of the Additional Insureds.  Additional insured endorsement shall be ISO CG 20 37 07 04 or equivalent coverage, with no other endorsement relating to “Sole Negligence”.  Subcontractor shall be responsible for any deductible or self-insured retention with respect to coverage afforded Additional Insureds.  Subcontractor waives any and all rights of subrogation against the Additional Insureds.  Certificate must provide 30 days written notice for any policy change and/or cancellations.

  1. TITLE AND RISK OF LOSS. Unless otherwise provided in this Purchase Order, the F.O.B. point shall be the delivery destination indicated in this Purchase Order, and title to the supplies and risk of loss or damage shall pass to INTEGRATED SECURITY TECHNOLOGIES upon INTEGRATED SECURITY TECHNOLOGIES acceptance of the supplies regardless of where INTEGRATED SECURITY TECHNOLOGIES takes physical possession. If the F.O.B. point is designated as the SELLER location, then title and risk of loss or damage to the supplies shall pass to INTEGRATED SECURITY TECHNOLOGIES upon SELLER delivery of the supplies to the carrier. Title to all equipment that SELLER has purchased under this Purchase Order vests with INTEGRATED SECURITY TECHNOLOGIES when payment for such equipment is made, even when such equipment remains under the control of SELLER. In any event, SELLER must maintain the insurance protection required in Paragraph 31 herein.

 

  1. QUANTITY. It is SELLER’s responsibility to furnish the quantity of supplies/services called for in this Purchase Order. No variation in the quantity specified herein will be accepted as compliance with this order. INTEGRATED SECURITY TECHNOLOGIES reserves the right to return excess quantities or shipments at SELLER’s expense.

 

  1. GRATUITIES. SELLER warrants that it has not offered or given and will not offer or give to any employee, agent, or representative of INTEGRATED SECURITY TECHNOLOGIES, a payment gratuity, or kickback for obtaining or rewarding favorable treatment by INTEGRATED SECURITY TECHNOLOGIES with respect to the terms, conditions, price, performance, or award of an order. A breach of this warranty shall be considered a material breach of the order and may result in INTEGRATED SECURITY TECHNOLOGIES termination of this Purchase Order and/or notification to INTEGRATED SECURITY TECHNOLOGIES customer of such breach. The SELLER further agrees to indemnity and hold INTEGRATED SECURITY TECHNOLOGIES harmless from and against all claims, losses, demands, liabilities, obligations, costs, expenses (including reasonable attorney’s fees), or rights of action which arise out of, results from, or are caused by SELLER’S noncompliance with this Agreement.

 

  1. NO EXTRA CHARGES. The total price payable to SELLER hereunder for supplies/services furnished in accordance with the procurement requirements shall be stated in this Purchase Order. The price shall not be increased to cover any future seller price increases and shall be inclusive of packing, packaging, and cartage, premium transportation charges, reusable containers, service or carrying charges, permits, fees, and licenses or any other charges whatsoever unless specifically agreed to in writing by INTEGRATED SECURITY TECHNOLOGIES.

 

  1. INDEMNITY. SELLER shall defend and indemnify INTEGRATED SECURITY TECHNOLOGIES, its employees and agents from any claims, demands, or liability (including any related losses, costs, expense and attorney’s fees) arising out of or resulting from any injury (including death) to persons or damage to property caused directly or indirectly by the goods or services provided hereunder or by the acts or omissions of SELLER or persons furnished by SELLER in the performance of this Purchase Order.

 

  1. NON-SOLICITATION. SELLER will not solicit for employment any employee of INTEGRATED SECURITY TECHNOLOGIES during the term of this Agreement and for a period of twelve (12) months thereafter. In the event that during that period SELLER directly solicits and then employs an employee of INTEGRATED SECURITY TECHNOLOGIES who has performed services under this Agreement, SELLER recognizes that INTEGRATED SECURITY TECHNOLOGIES will seek all legal and equitable remedies available under the laws of the Commonwealth of Virginia in the State and federal courts of and for the Commonwealth of Virginia to enforce this provision.

 

  1. HEADINGS. The Article headings used in this Agreement are for reference and administrative convenience only and shall not enter into the interpretation thereof.

 

  1. RELATIONSHIP OF PARTIES. SELLER is performing pursuant to this Agreement only as an independent contractor. Nothing set forth in this Agreement shall be construed to create the relationship of principal and agent between the SELLER and INTEGRATED SECURITY TECHNOLOGIES. SELLER shall not act or attempt to act or represent itself, directly, indirectly, or by implication, as an agent of INTEGRATED SECURITY TECHNOLOGIES or its affiliates or in any manner assume or create, or attempt to assume or create, any obligation on behalf of, or in the name of, INTEGRATED SECURITY TECHNOLOGIES or its affiliates.

 

  1. FAR/DFARS CLAUSES. Federal Acquisition Regulation (FAR) and Department of Defense FAR Supplement (DFARS) provisions are included both in the body of this Agreement and in Part II of this Agreement. SELLER shall include mandatory flowdown agreements in its agreements with its suppliers whenever the work is pursuant to a federally funded contract. Whenever appropriate, references in the incorporated clauses to the “government” shall mean “INTEGRATED SECURITY TECHNOLOGIES,” and references to “contractor” shall mean “SELLER.”

 

  1. AMENDMENT. INTEGRATED SECURITY TECHNOLOGIES may amend this Agreement at any time so long as it provides written notice of any such amendment to SELLER within seven (7) business days. Any and all amendments to this Agreement as proposed by SELLER shall become part of this agreement only by the written consent of INTEGRATED SECURITY TECHNOLOGIES in response to a written request from SELLER. Any unilateral amendment by SELLER shall be void; any verbal consent by INTEGRATED SECURITY TECHNOLOGIES to any verbal or written request for amendment by SELLER shall be voidable.

 

PART II ADDITIONAL CLAUSES MANDATORY TO GOVERNMENT CONTRACTS. If this Purchase Order indicates that it is placed under a Government prime contract or a federally-funded subcontract, then in addition to the General Provisions stated in Part I hereof, the following clauses set forth in the Federal Acquisition Regulation (FAR) and the Department of Defense Federal Acquisition Regulation Supplement (DFARS), in effect on the date of this Purchase Order, and any other “required clauses” which are contained in such prime contract or subcontract are incorporated herein by reference with the same force and effect as if given in full text. Where necessary to make the context of these clauses applicable to this Purchase Order, the term “contractor” shall mean “SELLER,” the term “Government,” “contracting officer” and equivalent phrases shall mean “INTEGRATED SECURITY TECHNOLOGIES”. In the event of a conflict between the General Provisions set forth in Part I and the FAR/DFARS clauses of this Part II, the FAR/DFARS clauses shall prevail. SELLER hereby agrees to flowdown the applicable FAR/DFARS clauses to its subcontractors. SELLER further agrees that all notifications and other communications required by these clauses shall be made through the INTEGRATED SECURITY TECHNOLOGIES purchasing representative, unless this Purchase Order specifically provides otherwise. In addition to any remedies provided by law, if INTEGRATED SECURITY TECHNOLOGIES is subjected to any liability as a result of SELLER failure to comply with any of the following clauses, then SELLER agrees to indemnify and hold INTEGRATED SECURITY TECHNOLOGIES harmless to the full extent of any loss, damage or expense resulting from such failure, and from and against all claims, losses, demands, liabilities, obligations, costs, expenses (including reasonable attorney’s fees), or rights of action which arise out of, results from, or are caused by SELLER’S noncompliance with the applicable FAR/DFARS clauses.

 

  1. APPLICABLE TO ALL ORDERS FAR CLAUSES

52.203-13 Contractor Code of Business Ethics and Conduct (APR 2010)

52.203-14 Display of Hotline Poster(s) (DEC 2007)

52.203-15 Whistleblower Protections under the American Recovery and Reinvestment Act of 2009 (JUNE 2010)

52.204-2 Security Requirements

52.204-10 Reporting Executive Compensation and First-Tier Subcontract Awards (FEB 2012)

52.204-11 American Recovery and Reinvestment Act – Reporting Requirements (JULY 2010)

52.211-5 Material Requirements

52.211-15 Defense Priority and Allocation Requirements

52.212-5 Contract Terms & Conditions Required to Implement Statutes or Executive Orders – Commercial Items

52.215-2 Audit and Records – Negotiation (OCT 2010)

52.219-1 Small Business Program Representations

52.219-6 Notice of Total Small Business Set-Aside

52.219-7 Notice of partial Small Business Set-Aside

52.222-1 Notice to the Government of Labor Disputes

52.222-41 Service Contract Act of 1965, as Amended

52.222-50 Combating Trafficking In Persons (FEB 2009)

52.222-51 Exemption from Application of the Service Contract Act to Contracts for Maintenance, Calibration, or Repair of Certain Equipment – Requirements (NOV 2007)

52.222-53 Exemption from Application of the Service Contract Act to Contracts for Certain Services – Requirements (FEB 2009)

52.222-54 Employment Eligibility Verification (JAN 2009)

52.223-3 Hazardous Material Identification and Material Safety Data

52.223-7 Notice of Radioactive Materials

52.223-11 Ozone Depleting Substances

52.224-2 Privacy Act

52.225-1 Buy American Act – Supplies

52.225-2 Buy American Act Certificate

52.225-8 Duty Free Entry

52.225-13 Restrictions on Certain Foreign Purchases

52.225-21 Required use of American Iron, Steel and other Manufactured Goods – Buy American Act – Construction Materials (OCT 2010)

52.225-22 Notice of Required use of American Iron, Steel, and Other Manufactured Goods – Buy American Act – Construction Materials (MAR 2009)

52.225-23 Required use of American Iron, Steel and other Manufactured Goods and Buy American Act – Construction Materials under Trade Agreements (MAR 2012)

52.225-24 Notice of Required use of American Iron, Steel and Other Manufactured Goods and Buy American Act – Construction Materials under Trade Agreements (OCT 2011)

52.226-5 Restricting On Subcontractor Outside Disaster or Emergency Area (NOV 2007)

52.227-1 Authorization and Consent – Alternate I

52.227-3 Patent Indemnity

52.227-9 Refund of Royalties

52.227-10 Filing of Patent Applications–Classified Subject Matter

52.227-11 Patent Rights – Ownership by the Contractor

52.227-13 Patent Rights – Ownership by the Government

52.227-14 Rights in Data – General

52.227-19 Commercial Computer Software – Restricted Rights

52.228-5 Insurance–Work on a Government Installation

52.232-16 Progress Payments

52.233-3 Protest after Award

52.237-2 Protection of Government Buildings, Equipment & Vegetation

52.242-15 Stop-Work Order

52.234-1 Industrial Resources Developed Under Defense Production Act Title III

52.236-13 Accident Prevention

52.242-17 Government Delay of Work

52.243-1 Changes – Fixed Price Contracts

52.244-5 Competition in Subcontracting

52.244-6 Subcontracts for Commercial Items & Commercial Components

52.245-1 Government Property

52.245-2 Government Property Installation Operation Services

52.246-1 Contractor Inspection Requirements

52.247-64 Preference for Privately Owned U.S. Flag Commercial Vessels

52.249-1 Termination for Convenience of the Government (Fixed – Price) Short Form)

DFARS CLAUSES

252.223-7001 Hazard Warning Labels

252.223-7002 Safely Precautions for Ammunition and Explosives

252.225-7012 Preference for Certain Domestic Commodities

252.225-7013 Duty-Free Entry

252.225-7014 Preference for Domestic Specialty Metals

252.225-7016 Restriction on Acquisition of Ball and Roller Bearings

252.227-7013 Rights in Technical Data – Noncommercial Items

252.227-7014 Rights in Noncommercial Computer Software and Noncommercial Computer Software Documentation

252.227-7015 Technical Data – Commercial Items

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

252.231-7000 Supplemental Cost Principles

252.243-7001 Pricing of Contract Modifications

252.243-7002 Requests for Equitable Adjustments

252.246-7001 Warranty of Data

252.247-7024 Notification of Transportation of Supplies by Sea

 

  1. APPLICABLE TO ALL ORDERS OVER $10,000

FAR CLAUSES

52.222-20 Walsh-Healy Public Contracts Act

52.222-21 Prohibition of Segregated Facilities

52.222-26 Equal Opportunity

52.222-35 Equal Opportunity for Special Disabled Veterans, 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, and Veterans of the Vietnam Era, and Other Eligible Veterans

52.225-10 Notice of Buy American Act Requirement – Construction Materials

52.225-11 Buy American Act – Construction Materials under Trade Agreements

 

  1. APPLICABLE TO ALL ORDERS OVER $100,000

FAR CLAUSES

52.203-2 Certificate of Independent Price Determination

52.203-6 Restrictions on Subcontractor Sales to the Government

52.203-7 Anti-Kickback Procedures (Excluding paragraph (c){l))

52.203-10 Price or Fee Adjustment for Illegal or Improper Activities

52.203-12 Limitation on Payments to Influence Certain Federal Transactions

52.203-13 Contractor Code of Business Ethics and Conduct

52.203-14 Display of Hotline Poster(s)

52.215-2 Audit and Records–Negotiation

52.215-14 Integrity of Unit Prices {Excluding paragraph (b))

52.219-8 Utilization of Small Business Concerns

52.222-4 Contract Work Hours and Safety Standards Act—Overtime Compensation

52.223-6 Drug Free Workplace

52.223-13 Certification of Toxic Chemical Release Reporting

52.223-14 Toxic Chemical Release Reporting (Less paragraph (e))

52.227-2 Notice and Assistance Regarding Patent and Copyright Infringement

52.242-13 Bankruptcy

52.243-6 Change Order Accounting

52.244-2 Subcontracts (paragraphs (h) and (i) only apply)

52.244-5 Competition in Subcontracting

52.246-2 Inspection of Supplies, Fixed Priced Contracts

52.246-4 Inspection of Services–Fixed Price

52.248-1 Value Engineering

52.249-2 Termination for Convenience of the Government (Fixed-Price) In paragraph (c) the term “120 days” is changed to “60 days”. The Term “one year” in paragraph (e) is changed to “six months.” The term “90 Days” in paragraph (l) is changed to “Forty-five days”, per 49.502(e)

52.249-8 Default (Fixed Price Supply and Services)

DFARS CLAUSES

252.203-7001 Prohibition on Persons Convicted of Fraud or Other Defense-Contract-Related Felonies

252.247-7023 Transportation of Supplies by Sea

252.249-7002 Notification of Anticipated Contract Termination or Reduction

 

  1. APPLICABLE TO ALL ORDERS OVER $650,000

FAR CLAUSES

52.215-15 Pension Adjustment and Asset Reversions

52.215-18 Reversion or Adjustment of Plans for Postretirement Benefits (PRB) Other than Pensions

52.215-19 Notification of Ownership Changes

52.219-9 Small Business Subcontracting Plan

52.219-16 Liquidated Damages – Subcontracting Plan

DFARS CLAUSES

252.225-7003 Report of Intended Performance Outside the United States

252.225-7004 Reporting of Contract Performance Outside the United States

 

  1. APPLICABLE TO ALL ORDERS OVER $700,000

FAR CLAUSES

52.214-26 Audit and Records–Sealed Bidding

52.215-10 Price Reduction for Defective Cost or Pricing Data

52.215-11 Price Reduction for Defective Cost or Pricing Data-Modifications

52.215-12 Subcontractor Cost or Pricing Data

52.215-13 Subcontractor Cost or Pricing Data-Modifications

52.230-2 Cost Accounting Standards

52.230-3 Disclosure and Consistency of Cost Accounting Practices

52.230-6 Administration of Cost Accounting Standards