Terms and Conditions

Terms & Conditions

ITL-CGF-2001 A

ACCEPTANCE

ITL LLC Doing Business as ITL Solutions, hereinafter referred to as ITL, may, at its option, accept any offer submitted by Vendor in response to a Request for Quotation by ITL as a binding agreement. Fulfillment by Vendor of the items and/or services ordered by ITL constitutes consent by the Vendor to these Terms and Conditions. Correspondence (including, for example, letter, facsimile and electronic mail) confirming ITL’s order, or any signed Purchase Order (which shall include any kind of signed order or agreement for the goods and/or services in question) shall also constitute acceptance by Vendor of these Terms and Conditions.

BRAND NAMES

The Vendor shall provide the goods and/or services as proposed to include brand names and part numbers proposed. Strict compliance with the Purchase Order is required and no substitutions are acceptable without the prior written consent of ITL.

FREIGHT

All item(s) unless otherwise specified in the Purchase Order shall be FOB Destination, Freight Prepaid. If other conditions are desired, they must be arranged in writing in advance of the shipment. No payments for freight will be made without a copy of the freight bill that includes ITL’s Purchase Order number.

DELIVERY

The goods and services required by the Purchase Order shall be delivered in accordance with the delivery schedule contained in the Purchase Order. The time of delivery stated is of the essence. The date specified for delivery is the required delivery date at the designated destination, unless otherwise expressly noted in the Purchase Order. Delivery shall not be deemed complete until the goods have been actually received and accepted by ITL, notwithstanding delivery to any carrier, or until orders for services have been performed, received, and accepted by ITL. Vendor acknowledges that ITL may be reselling the goods and/or services provided by Vendor and a failure to meet delivery requirements may result in damages to ITL, for which Vendor will be liable. In addition to any other remedies ITL may have, in the event the Vendor fails to provide goods or services upon the date agreed in the applicable PO, ITL may charge at its sole discretion, and Vendor shall pay the following amounts (including the right of ITL to off-set such amounts against other amounts due Vendor:
(a) The total of (a) any amount already paid to Vendor by ITL for such late goods and/or services, plus (b) damages incurred by ITL arising from or related to any agreement ITL may have with its customer to provide the late goods and/or services, plus (b) any additional cover damages incurred by ITL to obtain the goods and services from another source; or (b) The total of (a) any amount already paid to Vendor by ITL for such late goods and/or services, plus (b) liquidated damages in the amount of five percent (5%) of the value of the goods and services per day of lateness of delivery.

INSPECTION

All materials furnished and services performed pursuant hereto shall be subject to inspection and testing by ITL and its agents and by its customers. This includes a right of access by ITL, our customers, and regulatory authorities to the applicable areas of facilities and to applicable documented information, at any level of the supply chain, per contractual agreement. In the event that goods supplied are not provided in accordance with the Purchase Order, Vendor product descriptions and any applicable specifications and instructions of ITL, ITL may require immediate correction thereof, or as to services, require that the services be immediately corrected or rendered again at Vendor’s expense. If such defects exist, and if Vendor is unable or refuses to immediately replace the goods or correct the services to conform to the Purchase Order, ITL may terminate the Purchase Order for default, with no liability to ITL.

PAYMENT

Except where the parties have otherwise agreed in writing, invoices will be paid by ITL within forty-five (45) days of ITL’s receipt of a proper invoice. ITL may make any adjustments in Vendor’s invoices due to shortages, late delivery, rejections, or other failure to comply with the requirements of the Purchase Order before payment. Vendor’s invoices shall contain such detail and information as reasonably requested by ITL. Payment shall not constitute final acceptance by ITL. ITL may offset against any payment hereunder any amount owed to ITL by Vendor. Vendor’s total charges shall be set forth in the Purchase Order. The charges specified in the Purchase Order are the total charges, including all amounts Vendor shall charge to ITL to complete Vendor’s obligations under the Purchase Order; no other fees, costs or expenses may be charged to ITL except as set forth in the Purchase Order. Vendor shall not be entitled to charge for any services after ninety (90) days from the provision of such services. All amounts payable under the Purchase Order are inclusive of any value added, goods and services, sales, excise or other applicable taxes (“Taxes”). If required by any law, statute, or regulation, Vendor will collect from ITL and remit to the appropriate authorities, any Taxes applicable to the provision of the goods or services, if any. Vendor will issue the required tax invoice to ITL unless ITL provides Vendor with a timely and valid tax exemption certificate authorized by the appropriate taxing authority. Vendor shall indemnify and hold harmless ITL from Vendor’s failure to comply with its obligation to collect and remit Taxes pursuant to this Section.

LATE PAYMENT TERMS

Past due accounts will be assessed finance charges of 1.8% per month.
All collection costs will be the liability of the Customer. Early delivery will occur when possible.
Please email all correspondence to sales@itl.us or mail it to 530 Aberdeen Road Suite D Hampton, VA 23661 | (757) 563-5100

RESTOCKING FEES

ITL will only pay “Restocking Fees” specifically agreed upon in the Purchase Order.

REPRESENTATIONS AND WARRANTIES

Vendor represents and warrants: (a) that all goods delivered pursuant hereto will be new, unless otherwise expressly permitted by ITL, and free from defects in material and workmanship, and that all services will be delivered in a professional and workmanlike manner; (b) that all goods and services will conform to applicable specifications, drawings, and industry standards of quality and performance, and that all items will be free from defects in design and suitable for their intended purpose; (c) that the goods covered by this order are fit and safe for consumer use, if so intended; (d) Vendor’s performance hereunder, including its provision of goods and services, will be in accordance with all applicable laws, rules and regulations; (e) that Vendor has sufficient right, title and interest in the goods and services to provide them to ITL (including its customers) as contemplated hereunder; (f) all Original Equipment Manufacturer (“OEM”) warranties and any other applicable Vendor warranties flow to ITL, which may then be assigned by ITL to its customer(s) and such warranties do not commence until the goods and services are accepted by ITL’s customer; (g) all goods and services delivered pursuant hereto are provided free and clear of any liens or encumbrances; and (h) no goods or services delivered pursuant hereto shall infringe the intellectual property rights of any third party. All representations and warranties of Vendor, together with its service warranties and guarantees, if any, shall run to ITL and ITL’s customers. The foregoing representations and warranties shall survive any delivery, inspection, acceptance, or payment by ITL. Vendor shall comply with the minimum service life for the offered good as provided for in the Purchase Order, Vendor’s documentation related to the good, or in Vendor’s quote to ITL (if one was provided), whichever service life is longer.

PRICE PROTECTION

Vendor warrants that, with respect to each good and/or services sold by Vendor hereunder, the prices charged for the good and/or service purchased pursuant hereto shall be no higher than Vendor’s current price to any other customer for substantially the same quality and quantity of such good and/or service. Vendor agrees to protect ITL against general price decline and in the event that during the period of awarded Purchase Order Vendor reduces said prices to any of its other customers for the same or similar products of the same or similar quantity, then the prices specified in the Purchase Order shall be lowered to reflect the reduced prices effective as of the date the lower prices shall were offered to Vendor’s other customers.

CHANGES

ITL may, by written notice to Vendor at any time before completion of the Purchase Order or complete delivery is made under the Purchase Order, make changes within the general scope of the Purchase Order in any one or more of the following: (a) drawings, designs, or specifications; (b) quantity; (c) place of delivery; (d) method of shipment or routing; and/or (e) make changes in the amount of ITL furnished property. If any such change causes a material increase or decrease in the cost of, or the time required, for the performance of any part of the work under the Purchase Order, ITL shall make an equitable adjustment in the ITL price or delivery schedule, or both, and shall modify the Purchase Order via amendment thereto. The Vendor must have notified ITL in writing of any request for such adjustment within seven (7) days from the date of such notice from ITL or from the date of any act of ITL that Vendor considers constitutes a change. Vendor shall proceed with the work as changed without interruption.

TAXES

Except as may be otherwise provided in this Purchase Order, the contract price includes all applicable federal, state, and local taxes in effect on the date of this Purchase.

ASSIGNMENT

Vendor shall not delegate any duties, nor assign any rights or claims under this Purchase Order without prior written consent of ITL, and any such attempted delegation or assignment shall be void.

CONFIDENTIALITY, NON-DISCLOSURE AND INTELLECTUAL PROPERTY

ITL and Vendor agree that they will keep confidential and not disclose, disseminate or publish the features of any equipment, tools, gauges, patterns, designs, drawings, engineering data, computer programs and software or other technical or proprietary information furnished, loaned or bailed by ITL or Vendor hereunder (hereinafter collectively referred to as “Items /Information”). Notwithstanding any other provision herein, ITL and Vendor shall each retain ownership of, and all right, title and interest in and to, their respective pre-existing intellectual property unless there is a requirement for the assignment of intellectual property rights in the terms of the Purchase Order or the corresponding Request for Quotation issued by ITL. All Items/Information furnished, loaned or bailed by ITL hereunder, or fabricated, manufactured, purchased, or otherwise acquired by Vendor for the performance of the Purchase Order and specifically charged to ITL, are the property of ITL. Upon completion, expiration or termination of the Purchase Order, Vendor shall return all Items to ITL in good condition, reasonable wear only excepted, together with all spoiled and surplus Items to ITL, or make such other disposition thereof as may be directed or approved by ITL. Vendor agrees to replace, at its expense, all such Items not so returned. Vendor shall make no charge for any storage, maintenance or retention of such Items. Vendor shall bear all risk of loss for all such Items in Vendor’s possession. Vendor also agrees to use any designs or data contained or embodied in such Items in accordance with any restrictive legends placed on such Items by ITL or any third party. If ITL furnishes any material for fabrication hereunder, Vendor agrees: (a) not to substitute any other material for such fabrication without ITL’s prior written consent, and (b) that title to such material shall not be affected by incorporation in or attachment to any other property. Vendor shall not disclose information regarding the Purchase Order to any third party, unless such disclosure is necessary for the performance of Vendor’s obligations under the Purchase Order, and then only to the extent necessary for such performance. No news releases, public announcement, denial or confirmation of any part of the subject matter of any Purchase Order or any phase of any program hereunder shall be made without prior written consent of ITL. The restrictions of this Section shall continue in effect for a period of five (5) years upon completion of the Purchase Order or as the parties may mutually agree in writing upon termination of the Purchase Order. Failure to comply with the provisions of this clause may be cause for termination of the Purchase Order. If Vendor and ITL have entered into a separate agreement regarding confidentiality and/or non-disclosure, then the terms of that agreement shall supplement the terms and conditions of this clause, and where more restrictive, supersede the terms and conditions of this clause. Subject to the confidentiality provisions of the Purchase Order, each party retains the right to use its skill and the knowledge, experience, and know-how, including ideas, concepts, and techniques, whether developed prior to, independently of, or in the course of performing, receiving, or using the services provided by Vendor. If any written materials or other deliverables (“Deliverables”) are provided by Vendor and identified in the Purchase Order as a “Deliverable,” the following terms and conditions shall apply with respect to the intellectual property rights of ITL in such Deliverable: Vendor hereby grants to ITL a nonexclusive, irrevocable, world-wide, perpetual, fully paid up and royalty-free license to use, copy, modify, maintain, support, and create derivative works of any Vendor Materials. “Materials” means any and all reports, computer programs, documentation, specifications, products, work product, software, source code, algorithms, routines, graphics, files, software patches, enhancements, modifications, diagrams, charts, functional descriptions, photographs, surveys, or other materials, writings, or derivatives thereof however delivered. ITL may not extract such licensed Vendor Materials from the Deliverables for use separately therefrom, unless so permitted in writing by Vendor. The foregoing license shall include use by ITL and ITL’s employees, consultants, auditors, agents, and service providers, to the extent providing services to or on behalf of ITL. ITL may sublicense its rights to ITL’s customers for their internal use only. Any additional license terms and conditions shall be as mutually agreed by the parties in the Purchase Order. If the parties do not set forth the ownership of any newly created deliverables expressly identified in the Purchase Order (“Newly Created Deliverables”), the following provisions shall apply: ITL shall own all rights, including all intellectual property rights, in the Newly Created Deliverables (including all components comprising same) and Vendor hereby assigns and agrees to assign to ITL all worldwide right, title and interest in, to and under all Newly Created Deliverables including the intellectual property rights therein. To the extent the Newly Created Deliverables, or any portion thereof, are works of authorship (as defined in the U.S. Copyright Act), Vendor expressly acknowledges and agrees that such Newly Created Deliverables, and/or the applicable portions thereof, shall be considered “works made for hire” with ITL deemed the author and owner. Vendor shall affix the following proprietary rights notice to Newly Created Deliverables and copies thereof: “Copyright [Date] by ITL LLC. All rights reserved.” Vendor shall also affix such other notices concerning proprietary rights, trademarks, service marks, and similar matters as ITL may reasonably direct from time to time.

INSURANCE PROVISION FOR PROCUREMENT PURCHASE ORDERS /SUBCONTRACTS

Without prejudice to Vendor’s liability to indemnify ITL, Vendor shall procure at its expense and maintain for the duration of any properly awarded Purchase Order, and ensure that any of its subcontractors used in connection with the Purchase Order procure and maintain, the insurance policies required below with financially responsible insurance companies, and with policy limits not less than those indicated below. (a) Workers’ Compensation: Coverage for statutory obligations imposed by laws of any State in which the work is to be performed, including where applicable, coverage under the United States Longshoremen’s and Harbor Workers’ Act (“USL&H”), the Jones Act, and the Defense Base Act (“DBA”). In addition, the policy shall be endorsed to waive the insurer’s rights of subrogation in favor of ITL. (b) Employer’s Liability: Coverage for injuries to employees not covered by workers’ compensation with limits of at least $1,000,000 each accident, $1,000,000 each employee by disease, and $1,000,000 policy limit by disease. In addition, the policy shall be endorsed to waive the insurer’s rights of subrogation in favor of ITL. (c) Commercial General Liability: Coverage for third party bodily injury and property damage, personal injury, products and completed operations, contractual liability, and independent subcontractors’ liability with limits not less than $2,000,000 per occurrence and $5,000,000 in the aggregate. ITL, its officers and employees, and ITL’s customer where required by ITL’s agreement with its customer, shall be named as additional insured and a waiver of subrogation shall be provided in favor of ITL. (d) Business Automobile Liability: Coverage for use of all owned, non-owned, and hired vehicles with limits of not less than $1,000,000 per occurrence combined single limit for bodily injury and property damage liability. ITL, its officers and employees, and ITL’s customer where required by ITL’s Purchase Order with its customer, shall be named as additional insured and a waiver of subrogation shall be provided in favor of ITL. (e) Professional Liability: If Vendor is performing any professional services, coverage for damages (including financial loss) caused by any acts, errors and omissions arising out of Vendor’s performance of professional services with limits of not less than $2,000,000 per claim and $5,000,000 in the aggregate. (f) All-Risk Property Insurance: Coverage to repair or replace property, including goods covered by the Purchase Order, of ITL and/or ITL’s customer which may be in the possession or control of Vendor. ITL shall be named as a loss payee with respect to loss or damage to said property and/or goods furnished by ITL. Further, Vendor assumes the risk of loss or destruction of or damage to any of its property and its employees’ property, whether owned, hired, rented, borrowed, or otherwise. Vendor waives and shall ensure that its employees waive all rights of recovery against ITL and ITL’s customer and their respective employees for any loss, destruction of or damage to any such property. The required insurance coverage above shall be primary and non-contributing with respect to any other insurance that may be maintained by ITL and notwithstanding any provision contained herein, the Vendor, and its employees, agents, representatives, consultants, subcontractors and suppliers, are not insured by ITL, and are not covered under any policy of insurance that ITL has obtained or has in place. Vendor shall make available upon request of ITL current certificates of insurance evidencing the insurance policies above, including evidence of additional insured status and waivers of subrogation where required. ITL reserves the right to refuse to accept policies from companies with an A.M. Best Rating of less than A- VII. Vendor, or its insurers, shall provide thirty (30) days advance written notice to ITL in the event of cancellation or material modification of any policy. Failure of ITL to demand such certificates or to identify any deficiency in the insurance provided shall not be construed as or deemed to be a waiver of Vendor’s, or its subcontractors’, obligations to maintain the above insurance.

INDEMNIFICATION

Vendor shall defend, indemnify and hold ITL and ITL’s customers, and their directors, officers, employees and agents, harmless from and against any and all damages, losses, liabilities, costs and expenses (including reasonable attorneys’ fees) (“Damages”) arising out of or relating to any actual or threatened claims, causes of action, lawsuits or other proceedings (“Claims”), regardless of legal theory, resulting in whole or in part, from: (a) Vendor’s (or any of Vendor’s subcontractors, suppliers, employees, agents or representatives) intentional misconduct, negligence, or fraud; (b) breach of any representation, warranty or covenant made by Vendor herein, (c) Vendor’s (or any of Vendor’s subcontractors, suppliers, employees, agents or representatives) non-compliance with any applicable law, rule or regulation; or (d) any claims that the products and/or services provided by Vendor infringe any patent, copyright, trademark, trade secret or any other proprietary right of any third party. ITL shall promptly notify Vendor of any claim against ITL that is covered by this indemnification provision and shall, at its option, authorize representatives of Vendor, at Vendor’s sole cost and expense, to settle or defend any such Claim, subject to approval by ITL, and to represent ITL in, or to take charge of, any litigation or other form of dispute resolution in connection therewith. In no event may Vendor settle any Claim on ITL’s behalf without ITL’s prior written authorization, which authorization shall not be unreasonably withheld.

TERMINATION AND DEFAULT

ITL may, by written notice of default for cause, as specified below, to the Vendor and in addition to any other remedies it may have, immediately terminate the whole or any part of any Purchase Order, without a restocking fee, in any one of the following circumstances: (a) if, in ITL’s reasonable discretion, Vendor fails to make progress in the work so as to endanger performance or delivery of the goods or to perform the services within the time specified herein or any extension thereof; (b) if Vendor misses a delivery date specified in a Purchase Order; (c) if Vendor fails to perform any of the other provisions of the Purchase Order and does not cure such failure within a period of ten (10) days (or such longer period as ITL may authorize in writing) after receipt of notice from the ITL specifying such failure; or (d) Vendor becomes insolvent or the subject of proceedings under any law relating to bankruptcy or the relief of debtors or admits in writing its inability to pay its debts as they become due. ITL may also terminate any Purchase Order for its convenience or its customers’ convenience. If the Purchase Order is terminated by ITL for cause, ITL may procure or otherwise obtain, upon such terms and in such manner as ITL may deem appropriate, goods and/or services similar to those terminated, and Vendor, subject to the exceptions set forth below, shall be liable to ITL for any excess procurement costs of such similar goods or services and any liability of ITL to its customer resulting from such Vendor default. If the termination by ITL is for reasons other than for cause, Vendor shall submit a final termination settlement proposal to the ITL. The Vendor shall submit the proposal promptly but no later than ten (10) days from the effective date of the termination. If Vendor fails to submit the proposal within the time allowed, ITL may determine the amount, if any, due the Vendor resulting from the termination. Upon termination, Vendor shall transfer title and deliver to ITL, in the manner and to the extent requested in writing by ITL, such complete articles, partially completed articles and materials, parts, tools, dies, patterns, jigs, fixtures, plans, drawings, Deliverables, information and rights as Vendor has produced or acquired for the performance of the terminated part of the Purchase Order, and ITL will pay Vendor the Purchase Order price for complete articles delivered to and accepted by ITL (unless such acceptance has been impaired by Vendor’s breach) and the fair value of the other property of Vendor so requested and delivered. Vendor shall continue performance of the Purchase Order to the extent not terminated. In case of Vendor’s default, ITL’s rights as set forth herein shall be in addition to ITL’s other rights although not set forth in the Purchase Order.

NON-WAIVER OF RIGHTS

The failure of ITL to insist upon strict performance of any of the terms and conditions in the Purchase Order, or to exercise any rights or remedies, shall not be construed as a waiver of its rights to assert any of the same or to rely on any such terms or conditions at any time thereafter. The invalidity in whole or in part of any term or condition of these Terms and Conditions shall not affect the validity of other parts hereof.

APPLICABLE STATE LAW; JURISDICTION

This Purchase Order shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia. Vendor consents to the exclusive jurisdiction of the Commonwealth of Virginia state and federal courts to resolve disputes arising under or related to these Terms and Conditions.

EXPORT CONTROL COMPLIANCE FOR FOREIGN PERSONS

The subject technology of the Purchase Order (together including data, services, and hardware provided hereunder) may be controlled for export purposes under the International Traffic in Arms Regulations (“ITAR”) controlled by the U.S. Department of State or the Export Administration Regulations (“EAR”) controlled by the U.S. Department of Commerce. ITAR controlled technology may not be exported without prior written authorization and certain EAR technology requires a prior license depending upon its categorization, destination, end-user and end-use. Exports or re-exports of any U.S. technology or temporary imports or temporary exports to any destination under U.S. sanction or embargo are forbidden without written consent. Access to certain technology by Foreign Persons (working legally in the U.S.), may require an export license if the controlled technology would require a license prior to delivery to the Foreign Person’s country of origin. Vendor is bound by U.S. export statutes and regulations and shall comply with all U.S. export laws. Vendor shall have full responsibility for obtaining any export licenses or authorization required to fulfill its obligations under the Purchase Order. Vendor hereby certifies that all Vendor employees who have access to controlled technology are U.S. citizens, have permanent U.S. residency or have been granted political asylum or refugee status in accordance with 8 U.S.C. §1324b(a)(3). Any non-citizens who do not meet one of these criteria are “Foreign Persons” within the meaning of this clause but have been authorized under export licenses to perform their work hereunder.

PACKAGING, MARKING, AND SHIPPING

All goods provided by Vendor shall be packaged, marked, and shipped in accordance with the Purchase Order and/or associated US Government contractor or order. The Vendor shall guarantee that all required reports should be delivered in legible and acceptable condition. (a) Packaging: For the purpose of reports, “immediately usable and acceptable condition” includes securing the pages together in a suitable and reasonable manner to be agreed upon by ITL. Boxes and/or other types of outer packaging, i.e., containers, wraps, etc., shall be suitable to the type of items being transmitted; and the mode of transportation utilized shall assure that such materials be received in an undamaged condition, in compliance with these Terms and Conditions. (b) Marking: All reports and/or other deliverable items under the Purchase Order shall be marked on the cover and cover page with the following identifiers: 1. Purchase Order Number; 2. Name of Vendor; 3. Vendor Address and contact information; 4. Part Number/Rev/Description; 5. Quantity, and; 6. Unit of Measure (c) Shipping: Shipping shall be accomplished by reasonable and suitable means that will ensure the integrity of the product delivered, in compliance with these Terms and Conditions. Customer is responsible for all shipping cost, duties and taxes unless otherwise agreed upon in writing.

PRODUCT RETURNS

In the event that the Vendor delivers broken or defective materials under the Purchase Order, the Vendor shall immediately issue to ITL a Return Materials Authorization (“RMA”) number, designate the address for the return, and replace the defective materials, at their expense. If ITL’s customer directs ITL to reduce the quantity of item(s) ordered, the Vendor shall immediately issue to ITL a RMA number, designate the address for the return, and notify ITL of any restocking fee (which fee is waived if not quoted as part of the Purchase Order). The Vendor shall refund ITL any monies received, less any applicable restocking fee (if previously agreed by ITL), within 14 days of receipt of returned materials at the Vendor’s location.

FLOWDOWN CLAUSES

If applicable, below and hereto is a list of clauses incorporated into these Terms and Conditions by reference from the prime contract to which this order from ITL supports, or from the applicable Federal Acquisition Regulations or the agency supplement thereto (“FAR”). For such flowdown clauses, the terms “Government,” “Contractor” and “Contracting Officer” shall mean “ITL,” “Vendor” and “ITL’s Director of Contracts,” respectively. There will be no substitution of “Government” where: 1) access to Vendor’s confidential or proprietary cost data is required, or such access shall be reserved to the Government; or 2) the Government is acting in its sovereign capacity; or 3) the provision relates to intellectual property rights, termination rights or limitation of liability rights as between the parties. None of the flowdown clauses shall be read to restrict these Terms and Conditions. Additional terms will be included as part of a Purchase Order and may include, as applicable, requirements for:
– Processes, products, and services to be provided including the identification of relevant technical data (e.g., specifications, drawings, special requirements, work instructions).
– The approval of Products and services, Methods, processes, and equipment, The release of products and services.
– Competence, including any required qualification of persons.
– The external providers’ interactions with ITL.
– Control and monitoring of the external providers’ performance to be applied by ITL.
– Verification or validation activities that ITL, or our customer, intends to perform at the external providers’ premises.
– Design and development control requirements.
– Special requirements, critical items, or key characteristics.
– Test, inspection, and verification requirements (including production process verification).
– Approved methods for product acceptance, to include related instructions provided by ITL.
– The need for
o A Quality Management System
o Use of specified or approved subcontractors, including process sources (e.g., special processes)
o Notification and approval for non-conformance of products, services, or processes
o Counterfeit part prevention
o Notify changes to process, products, or services (including sub-contracted process, products, and services) and location of manufacture. Changes must be approved by ITL.
o Flow-down to subcontracted actions, to include applicable customer requirements.
o Test specimens for design approval, inspection/verification, investigation, or auditing
o Certificates of conformity, test reports, or authorized release certificates.
o Retention of documented information including retention periods and disposition requirements.
– Ensuring persons are aware of
o Their contribution to product or service conformity, product safety, and the importance of ethical behavior.

MISCELLANEOUS

Vendor may not assign the Purchase Order or any interest herein, or delegate any obligation hereunder without the prior written consent of ITL. If Vendor fails to obtain ITL’s prior written consent, any such assignment or delegation shall be null and void. For all permitted assignments and delegations, the Purchase Order shall bind and inure to the benefit of the parties and their successors and assigns. Any signed Purchase Order shall be binding on the parties through original, facsimile or scanned and emailed signatures. All notices, requests and demands, other than routine communications under the Purchase Order, shall be in writing and shall, if properly addressed, be deemed to have been duly given when delivered, or when transmitted by confirmed facsimile, or one business day after being given to an overnight courier with a reliable system for tracking delivery, or three (3) business days after the day of mailing, when mailed by United States mail, registered or certified mail, return receipt requested, postage prepaid. Both parties agree that they are independent entities. Nothing in the Purchase Order shall be construed to create a partnership, joint venture, or agency relationship between the parties. Each party is responsible for the supervision, management, direction, employment costs, and payment of compensation of its own employees. Unless otherwise expressly set forth in the Purchase Order, all remedies available to either party for breach of the Purchase Order are cumulative and may be exercised concurrently or separately, are in addition to any other rights and remedies provided by law, and the exercise of any one remedy will not be deemed an election of such remedy to the exclusion of other remedies. No failure of either party to exercise any power or right granted hereunder to insist upon strict compliance with any obligation hereunder, and no custom or practice of the parties with regard to the terms and performance hereof shall constitute a waiver of the rights of such party to demand full and exact compliance with the terms of the Purchase Order. These Terms and Conditions, the Purchase Order and its exhibits, appendices, or any other attachments constitutes the entire understanding of the parties with respect to the subject matter herein. No effect will be given to any click-wrap, browse-wrap or other pre-printed standard license agreement for any deliverable supplied by Vendor under the Purchase Order. No waiver of any provision or right hereunder will be valid unless it is in writing and signed by the party giving such waiver. If any provision of the Purchase Order is held by a court of competent jurisdiction to be overly broad, excessive, or unenforceable in any circumstances or to any extent, then the remainder of the Purchase Order and the application of such provision or portion in all other circumstances shall be valid and enforceable to the fullest extent permitted by law or equity

FAR FLOWDOWN PROVISIONS

FAR Number Title Latest Update

52.202-1 DEFINITIONS
52.203-3 GRATUITIES
52.203-5 COVENANT AGAINST CONTINGENT FEES
52.203-6 RESTRICTIONS ON SUBCONTRACTOR SALES TO THE GOVERNMENT
52.203-6 RESTRICTIONS ON SUBCONTRACTOR SALES TO THE GOVERNMENT (ALTERNATE 1)
52.203-7 ANTI-KICKBACK PROCEDURES
52.203-8 CANCELLATION, RESCISSION, AND RECOVERY OF FUNDS FOR ILLEGAL OR IMPROPER ACTIVITY
52.203-10 PRICE OR FEE ADJUSTMENT FOR ILLEGAL OR IMPROPER ACTIVITY
52.203-11 CERTIFICATION AND DISCLOSURE REGARDING PAYMENTS TO INFLUENCE CERTAIN FEDERAL TRANSACTIONS
52.203-12 LIMITATION ON PAYMENTS TO INFLUENCE CERTAIN FEDERAL TRANSACTIONS
52.203-13 CONTRACTOR CODE OF BUSINESS ETHICS AND CONDUCT
52.203-15 WHISTLEBLOWER PROTECTIONS UNDER THE AMERICAN RECOVERY AND REINVESTMENT ACT OF 2009
52.203-16 PREVENTING PERSONAL CONFLICTS OF INTEREST
52.203-17 CONTRACTOR EMPLOYEE WHISTLEBLOWER RIGHTS AND REQUIREMENT TO INFORM EMPLOYEES OF WHISTLEBLOWER RIGHTS (JUN 2020)
52.204-2 SECURITY REQUIREMENTS
52.204-9 PERSONAL IDENTITY VERIFICATION OF CONTRACTOR PERSONNEL
52.204-10 REPORTING EXECUTIVE COMPENSATION AND FIRST-TIER SUBCONTRACTING AWARDS
52.204-18 COMMERCIAL AND GOVERNMENT ENTITY CODE MAINTENANCE. (AUG 2020)
52.204-23 PROHIBITION ON CONTRACTING FOR HARDWARE, SOFTWARE, AND SERVICES DEVELOPED OR PROVIDED BY KASPERSKY LAB AND OTHER COVERED ENTITIES.(NOV 2021)
52.204-24 REPRESENTATION REGARDING CERTAIN TELECOMMUNICATIONS AND VIDEO SURVEILLANCE SERVICES OR EQUIPMENT. (NOV2021)
52.204-25 PROHIBITION ON CONTRACTING FOR CERTAIN TELECOMMUNICATIONS AND VIDEO SURVEILLANCE SERVICES OR EQUIPMENT. (NOV 2021)
52.204-26 COVERED TELECOMMUNICATIONS EQUIPMENT OR SERVICES-REPRESENTATION (OCT 2020)
52.204-27 PROHIBITION ON A BYTEDANCE COVERED APPLICATION (JUN 2023)
52.207-6 SOLICITATION OF OFFERS FROM SMALL BUSINESS CONCERNS AND SMALL BUSINESS TEAMING ARRANGEMENTS OR JOINT VENTURES (MULTIPLE-AWARD CONTRACTS) (DEC 2022)
52.209-3 FIRST ARTICLE APPROVAL-CONTRACTOR TESTING (SEPT 1989)
52.209-4 FIRST ARTICLE APPROVAL-GOVERNMENT TESTING (SEPT 1989)
52.209-6 PROTECTING THE GOVERNMENT’S INTEREST WHEN SUBCONTRACTING WITH CONTRACTORS DEBARRED, SUSPENDED OR PROPOSED FOR DEBARMENT
52.209-9 UPDATES OF PUBLICLY AVAILABLE INFORMATION REGARDING RESPONSIBILITY MATTERS
52.211-1 AVAILABILITY OF SPECIFICATIONS LISTED IN THE GSA INDEX OF FEDERAL SPECIFICATIONS, STANDARDS AND COMMERCIAL ITEM DESCRIPTIONS, FPMR PART 101-29(SEP 2023)
52.212-1 INSTRUCTIONS TO OFFERORS—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (SEP 2023)
52.212-3 OFFEROR REPRESENTATIONS AND CERTIFICATIONS—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES(SEP 2023)
52.212-4 CONTRACT TERMS AND CONDITIONS – COMMERCIAL ITEMS
52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS-COMMERCIAL ITEMS
52.215-6 PLACE OF PERFORMANCE (OCT 1997)
52.219-1 SMALL BUSINESS PROGRAM REPRESENTATIONS (SEP 2023)
52.219-8 UTILIZATION OF SMALL BUSINESS CONCERNS
52.219-14 LIMITATIONS ON SUBCONTRACTING
52.222-1 NOTIFICATION TO THE GOVERNMENT OF LABOR DISPUTES
52.222-3 CONVICT LABOR
52.222-17 NONDISPLACEMENT OF QUALIFIED WORKERS
52.222-18 CERTIFICATE REGARDING KNOWLEDGE OF CHILD LABOR FOR LISTED END PRODUCTS
52.222-19 CHILD LABOR – COOPERATION WITH AUTHORITIES AND REMEDIES
52.222-21 PROHIBITION OF SEGREGATED FACILITIES
52.222-26 EQUAL OPPORTUNITY
52.222-35 EQUAL OPPORTUNITY FOR VETERANS
52.222-36 EQUAL OPPORTUNITY FOR WORKERS WITH DISABILITIES
52.222-37 EMPLOYMENT REPORTS ON VETERANS
52.222-40 NOTIFICATION OF EMPLOYEE RIGHTS UNDER THE NATIONAL LABOR RELATIONS ACT
52.222-41 SERVICE CONTRACT LABOR STANDARDS
52.222-50 COMBATING TRAFFICKING IN PERSONS
52.222-51 EXEMPTION FROM APPLICATION OF THE SERVICES CONTRACT ACT TO CONTRACTS FOR MAINTENANCE, CALIBRATION, OR REPAIR OF CERTAIN EQUIPMENT – REQUIREMENTS
52.222-53 EXEMPTION FROM APPLICATION OF THE SERVICE CONTRACT ACT TO CONTRACT FOR CERTAIN SERVICES – REQUIREMENTS
52.222-54 EMPLOYMENT ELIGIBILITY VERIFICATION
52.223-6 DRUG-FREE WORKPLACE
52.223-15 ENERGY EFFICIENCY IN ENERGY-CONSUMING PRODUCTS
52.223-18 ENCOURAGING CONTRACTOR POLICIES TO BAN TEXT MESSAGING WHILE DRIVING
52.225-1 BUY AMERICAN – SUPPLIES
52.225-5 TRADE AGREEMENTS
52.225-13 RESTRICTIONS ON CERTAIN FOREIGN PURCHASES
52.227-11 PATENT RIGHTS – OWNERSHIP BY THE CONTRACTOR
52.227-14 RIGHTS IN DATA – GENERAL
52.227-17 RIGHTS IN DATA – SPECIAL WORKS DEC 2007 52.239-1 PRIVACY OR SECURITY SAFEGUARDS
52.232-40 PROVIDING ACCELERATED PAYMENTS TO SMALL BUSINESS SUBCONTRACTORS
52.242-13 BANKRUPTCY
52.242-15 STOP-WORK ORDER
52.242-15 ALT 1 STOP-WORK ORDER – ALTERNATE 1
52.242-17 GOVERNMENT DELAY OF WORK
52.244-5 COMPETITION IN SUBCONTRACTING
52.244-6 SUBCONTRACTS FOR COMMERCIAL ITEMS
52.245-1 GOVERNMENT PROPERTY
52.245-9 USE AND CHARGES
52.246-2 INSPECTION OF SUPPLIES – FIXED PRICE
52.246-3 INSPECTION OF SUPPLIES COST-REIMBURSEMENT
52.246-4 INSPECTION OF SERVICES – FIXED PRICE
52.246-5 INSPECTION OF SERVICES – COST REIMBURSEMENT
52.246-15 CERTIFICATE OF CONFORMANCE
52.246-16 RESPONSIBILITY FOR SUPPLIES
52.247-64 PREFERENCE FOR PRIVATELY OWNED U.S. FLAG COMMERCIAL VESSELS

DFARS FLOWDOWN PROVISIONS

252.203-7002 REQUIREMENT TO INFORM EMPLOYEES OF WHISTLEBLOWER RIGHTS (DEC 2022)
252.203-7003 AGENCY OFFICE OF THE INSPECTOR GENERAL
252.204-7000 DISCLOSURE OF INFORMATION
252.204-7012 SAFEGUARDING COVERED DEFENSE INFORMATION AND CYBER INCIDENT REPORTING (JAN 2023)
252.204-7015 NOTICE OF AUTHORIZED DISCLOSURE OF INFORMATION FOR LITIGATION SUPPORT (JAN 2023)
252.204-7018 PROHIBITION ON THE ACQUISITION OF COVERED DEFENSE TELECOMMUNICATIONS EQUIPMENT OR SERVICES (JAN 2023)
252.204-7020 NIST SP 800-171 ASSESSMENT REQUIREMENTS (JAN 2023)
252.211-7003 ITEM UNIQUE IDENTIFICATION AND VALUATION (JAN 2023)
252.211-7007 REPORTING OF GOVERNMENT-FURNISHED PROPERTY (MAR 2022)
252.214-7012 LIABILITY AND INSURANCE (AUG 2023)
252.217-7026 IDENTIFICATION OF SOURCES OF SUPPLY (JAN 2023)
252.217-7027 CONTRACT DEFINITIZATION (MAY 2023)
252.225-7001 BUY AMERICAN AND BALANCE OF PAYMENTS PROGRAM (JAN 2023)
252.225-7039 CONTRACTORS PERFORMING PRIVATE SECURITY FUNCTIONS
252.227-7013 ADD ALTERNATE 1 RIGHTS IN TECHNICAL DATA – NON-COMMERCIAL ITEMS
252.227-7015 TECHNICAL DATA – COMMERCIAL ITEMS
252.227-7037 VALIDATION OF RESTRICTIVE MARKINGS ON TECHNICAL DATA
252.237-7010 PROHIBITION ON INTERROGATION OF DETAINEES BY CONTRACTOR PERSONNEL
252.237-7019 TRAINING FOR CONTRACTOR PERSONNEL INTERACTING WITH DETAINEES
252.244-7000 SUBCONTRACTS FOR COMMERCIAL PRODUCTS OR COMMERCIAL SERVICES (JAN 2023)
252.247-7003 PASS-THROUGH OF MOTOR CARRIER FUEL SURCHARGE ADJUSTMENT OF THE COST BEARER
252.247-7023 TRANSPORTATION OF SUPPLIES BY SEA
252.247-7024 NOTIFICATION OF TRANSPORTATION OF SUPPLIES BY SEA

ITL-CGF-2001 A