Terms and Conditions

EQUAL OPPORTUNITY - PART (FEDERAL ACQUISITION REGULATION OR FAR) 52.222-26 OF THE CODE OF FEDERAL REGULATIONS 48CFR AS IN EFFECT ON THE DATE OF THIS PURCHASE ORDER IS INCORPORATED HEREIN AND MADE A PART HEREOF BY REFERENCE.

CONDITIONS

The term “Purchaser” in the following conditions shall mean SHAW DEVELOPMENT, LLC., Naples, FL 34117.
INSPECTION - All material furnished on this order must be as specified or if no specification is given, a standard quality as understood by the trade must be furnished. All goods shall be subject to inspection and test by the Purchaser at any time and place. Government inspection of this material, when so specified on the face of the Purchase Order, will be conducted in the Seller’s plant by the Cognizant Government Inspection Office in the district in which the plant is located. Seller will promptly notify the Cognizant Government Inspection Office in his district when ready for inspection. Either the Government or the Purchaser shall have the right to reject any articles found to be defective in material or workmanship and may require replacement or correction of such articles. Such defective articles will be held for the Seller’s instructions and at Seller’s risk or be returned to the Seller at his risk. When such articles are returned to the Seller, the Seller agrees to pay the original transportation cost of shipping the defective
articles to the Purchaser, and the transportation costs of returning the defective articles to the Seller. Payment for material on this order shall not constitute an acceptance thereof and such payment is subject to adjustment for shortage in quantities or rejection by the Purchaser in accordance with the terms, conditions and provisions of this Purchase Order.
LAWS - Seller agrees in accepting this Purchase Order or part performance thereof that all work hereunder will be performed in accordance with the applicable local, state, and federal laws, statutes, rules, regulations and orders.
DELIVERY SHIPPING AND INVOICING INSTRUCTIONS
(a) Unless otherwise specified, the price as set forth in this Purchase Order shall include all charges for Seller’s packing and crating and for cartage to f.o.b. point. Packaging must be of a type to completely protect all parts from damage resulting from normal handling and stacking.
(b) Each container must be marked to identify contents without opening and all boxes and packages must contain packing sheets listing contents. Purchaser’s Purchase Order number and plant location must appear on all invoices, packing sheets, delivery
tickets, shipping orders and bills of lading.
(c) Rejections, delivery delays, errors and omissions preventing prompt payment will be considered just cause for withholding settlement without losing cash discount privilege. Invoices shall be mailed within seven days after shipping date. Cash discount privileges will not be lost by Purchaser even though payment date has passed, if payment is made within five days after receipt of the invoice or receipt of the material, whichever is the later. In any event material must be in Purchaser’s plant before being subject to payment.
(d) Four copies of each invoice must be tendered with prices and extensions to appear on all copies. Individual invoices showing order number and purchase order item number must be issued for each shipment applying against this order.
(e) Purchaser assumes no obligation for materials shipped in excess of quantity as shown on this order.
(f) All delivery schedules reflect dates material is due on Purchaser’s dock. Seller’s acceptance copy shall show best on dock delivery schedules promised, if different from schedules set forth on the face of the original of this Purchase Order. Purchaser
reserves the right to return all shipments received in advance of the agreed schedule at Seller’s expense. Delay in receipt beyond the agreed schedule shall be cause for termination of this order by default unless such delay schedule is mutually agreed in writing by both the Seller and the Purchaser.
(g) Load, block and brace rail shipments per latest loading rules of Association of American Railroads.
CHANGE ORDERS - The Purchaser shall have the right to make changes in or additions to the drawings and specifications, issue additional instructions, and reduce or increase the quantities covered by this order. If such changes cause a material increase or decrease in Seller’s cost or time for performance of this order, an equitable adjustment in the price or time for performance will be made and this order will be modified in writing accordingly, provided any claim for adjustment is made by the Seller within thirty (30) days after the date of this change is ordered. Change Orders shall be regarded as of prime importance and be processed as diligently as the original Purchase Order.
PATENTS - Seller agrees to indemnify and hold harmless the Purchaser and all persons claiming under the Purchaser against all claims, demands and liability for actual or alleged infringement of any patent, trade-mark, copyright, or trade name by the materials, or articles covered by this Purchase Order unless such materials or articles are manufactured per drawings or designs furnished by Purchaser.
TOOLS -
(a) Unless otherwise herein agreed, special dies, tools, jigs, fixtures, equipment and patterns used in the manufacture of articles covered by this Purchase Order shall be furnished by and at the expense of the Seller. Such special dies, tools, jigs, fixtures, equipment and patterns shall be kept in good condition and from time to time when necessary shall be replaced by Seller without expense to the Purchaser.
(b) Unless otherwise agreed in writing, all special dies, tools, jigs, fixtures, equipment, patterns furnished by the Purchaser to the Seller, or specifically paid for by the Purchaser, shall be the property of the Purchaser, shall be subject to removal upon completion or cancellation of this order at the Purchaser’s request, shall be used only in filling orders from the Purchaser, shall be held at the Seller’s risk, and shall be kept insured by the Seller, while in its custody or control in an amount equal to the replacement cost thereof, with loss to be paid within seven (7) days from date thereof.
(c) Seller agrees to make no charge for storing Purchaser’s tools after completion of this Purchase Order unless such charges are authorized by a Storage Agreement entered into by both parties.
(d) No tools owned by the Purchaser shall be reworked, altered, or constructed by Seller without written permission from Purchaser in the form of a Purchase Order or Change Order.
MATERIAL - Any material furnished by Purchaser on other than a charge basis in connection with this order, shall be deemed as held by Seller upon consignment and Seller agrees to pay for all such materials spoiled by it or not otherwise satisfactorily
accounted for.
ASSIGNMENT - Unless a Government Contract number is stated on the face of this Purchase Order, the Seller shall not assign the performance of this Purchase Order or the proceeds derived there from without the written consent of the Purchaser.
SUBCONTRACTING - Seller may not subcontract this Purchase Order or any substantial portion thereof without prior written consent of the Purchaser, providing, however that this shall not apply to the purchase of standard commercial supplies and raw material.
TERMINATION -
(a) Part (Federal Acquisition Regulation or FAR) 52.249-2 of the Code of Federal Regulations 48CFR as in effect on the date of this Purchase Order is incorporated herein and made a part hereof by reference. Anything herein to the contrary notwithstanding, Seller agrees to notify Purchaser in writing within thirty (30) days of receipt of the notice of cancellation whether or not any cancellation charges will be submitted. In the event that such notice is not submitted within such thirty (30) days period, Seller thus agrees that no cancellation charges will be submitted. Final cancellation charges must be compiled and submitted to Purchaser within sixty (60) days from date of cancellation unless Purchaser has authorized in writing an extension of time. Purchaser shall not be liable for any costs resulting from Seller proceeding with production unreasonably in advance of normal flow time.
(b) Purchaser reserves the right to cancel all or any part of this order if the Seller does not make deliveries as provided in this order, breaches any of the terms hereof, including the warranties of the Seller, or fails to make progress so as to endanger the performance of the order. These remedies shall be cumulative and in addition to any other further remedies provided in law or equity. The Seller shall be liable for any excess costs incurred by the Purchaser as the result of cancellation by the above causes, provided however, that such liability shall not apply when the default is brought about by acts of God or other causes beyond the control of and without the fault of the Seller.
WARRANTY - Seller warrants that all items delivered under this Purchase Order will be free from defects in material and workmanship, that all items will conform to applicable specifications, drawings and samples, and to the extent such items are not manufactured pursuant to detailed designs furnished by Purchaser, that all items will be free from defects in design and suitable for the intended purposes. The Warranties of the Seller together with its service warranties and guarantees, if any, shall run to the Purchaser and its customers.
LABOR DISPUTES - Whenever the Seller has notice that any actual or potential labor dispute is delaying or threatens to delay the timely performance of this Purchase Order, the Seller shall immediately give notice thereof, including all relevant information with respect thereto, to the Purchaser.
WAIVER - The waiver by Purchaser of any condition or the breach thereof shall be limited to the particular instance and shall not operate or be deemed to waive that condition in the future or any further breach thereof.
CONCURRENT SPARES - The Supplier agrees to provide production capacity to assure concurrent delivery of reasonable amounts of spare parts, provided such spares are ordered in time to permit deliver y with the material ordered herein.

THE FOLLOWING ADDITIONAL SPECIFIC CONDITIONS APPLY IF A GOVERNMENT CONTRACT NUMBER IS STATED ON THIS ORDER. WHERE NECESSARY TO MAKE THE CONTEXT OF THESE CONDITIONS APPLICABLE TO THIS ORDER THE TERM “GOVERNMENT CONTRACTING OFFICER” OR EQUIVALENT PHRASES, SHALL MEAN THE PURCHASER:
COMPLIANCE WITH STATUTES AND REGULATIONS - Seller agrees in accepting this Purchase Order or part performance thereof that all work hereunder shall be performed in accordance with the following parts (Federal Acquisition Regulations or FAR’s) of the Code of Federal Regulations 48CFR, as in effect on the date of this order, which are incorporated herein by reference: Restrictions on Certain Foreign Purchases (52.225-11), Failure to Perform (52.249-13), Default (52.249-8), Contract Work Hours and Safety Standards Act - Overtime Compensation (52.222-4), Walsh-Healy Public Contracts Act (52.222-20), Officials not be benefit (52.203-1), Covenant Against Contingent Fees (52.203-5), Notice and Assistance Regarding Patent and Copyright Infringement (52.227-2), Buy America Act-Supplies (52.225-3), Notice to the Government of Labor Disputes (52.222-1), Patent Indemnity (52.227-3), Filing of Patent Applications - Classified Subject Matters (52.227-10), Patent Rights - Retention by the
Contractor (52.227-11), Security Requirements (52.204-2), Utilization of Small Business Concerns and Small Disadvantaged Business Concerns (52.219-8), Examinations of Records by Comptroller General (52.215-1), Gratuities (52.203-3), Convict Labor (52.222-3), Utilization of Labor Surplus Area Concerns (52.220-3), Drug Free Workplace (52.223-6), and Certification of Commercial Pricing for Parts or Components (52.215-32).
DEFENSE PRIORITY AND ALLOCATION REQUIREMENTS - Part (Federal Acquisition Regulation or FAR) 52.212-8 of the Code of Federal Regulations 48CFR as in effect on the date of the Purchase Order is incorporated herein and made a part hereof by reference.
NONDISCRIMINATION IN EMPLOYMENT -
(a) In connection with the performance of work under this contract, the Seller agrees not to discriminate against any employee or applicant for employment because of race, religion, color or national origin. The aforesaid provision shall include, but not be limited to the following employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and selection of training, including apprenticeship. The Seller agrees to post hereafter in conspicuous places, available for employees and applicants for employment, notices to be provided by the Contracting Officer setting forth the provisions.
(b) The Seller further agrees to insert the foregoing provisions in all subcontracts hereunder, except subcontracts for standard commercial supplies or raw materials.
AUDIT - Seller agrees that its books and records and its plant, or such parts thereof as may be engaged in the performance of this order, shall at all reasonable times be subject to inspection and audit by authorized representative of the Department of the Government having cognizance over the prime contract referred to on the face of this order.

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