Terms & Conditions

ARTICLE 13 - ASSIGNMENT AND CHANGE IN OWNERSHIP. Any assignment or attempt to assign or subcontract Seller’s obligations under this Agreement without the advance written consent of Purchaser shall be null and void and shall give Purchaser the right to terminate this Agreement for default.
 

ARTICLE 14 - QUALITY ASSURANCE, INSPECTION, AND TESTING.
 

1. Seller shall be responsible for the specific quality, performance, productivity provisions, and documentation requirements, if any, set forth in this Agreement. In addition, Seller shall be responsible for imposing the applicable quality assurance requirements on its subcontractors.  Purchaser and Purchaser’s customer, shall each have the right, at no charge to Purchaser or Purchaser’s customer, to access the sites where the work under this Agreement is performed, to (1) conduct quality audits, (2) perform or witness inspections or tests of the Goods or Services furnished hereunder at Seller’s facility (or elsewhere), (3) assess conformance with Purchaser’s specifications, and (4) assess conformance with Seller’s covenants under this Agreement. In accordance with 14 CFR 145.223 and 14 CFR 21.140, any Seller that accepts parts, which are regulated by the Federal Aviation Administration (FAA), or those regulated by EASA, DAOS or other regulators, must provide facility access to that regulator for surveillance of these parts. 

2. The Seller agrees to use only experienced, trained and qualified employees in the performance of its obligations under this Agreement and all Services performed must be of first-class quality and workmanship.

3. Notwithstanding Purchaser’s right to audit in paragraph (a) above, all Goods and Services supplied under this Agreement shall be received subject to Purchaser’s right of inspection, count, testing, acceptance and/or rejection per the technical specifications. Payment for Goods and/or Services delivered hereunder shall not constitute acceptance thereof, and all payments against documents shall be made with a reservation of rights by Purchaser for defects in Goods and/or Services, including, without limitation, defects apparent on the face thereof. The making of, or failure to make, any inspection or acceptance of the Goods or Services shall in no way impair Purchaser’s right to reject nonconforming Goods or Services or to avail Purchaser of any other remedies to which it may be entitled.  

4. If Seller delivers defective or non-conforming Goods, Purchaser may at its option and at Seller's expense: (i) require Seller to promptly correct or replace the Goods; (ii) return the Goods for credit or refund; (iii) correct the Goods; or (iv) obtain replacement Goods from another source.  Return to Seller of defective or non-conforming Goods and redelivery to Purchaser of corrected or replaced Goods shall be at Seller's expense.

5. Seller shall not redeliver corrected or rejected Goods without disclosing the former rejection or requirement for correction. Seller shall disclose any corrective action taken. Repair, replacement and other correction and redelivery shall be completed as may reasonably direct.

6. Seller certifies that it shall provide and maintain quality control, inspection, and process control systems in accordance with Purchaser’s then-current specification for supplier quality product requirements, as applicable (AQAR and other quality requirements as specified). Seller will maintain Objective Evidence of its conformance with this paragraph. Objective Evidence means any statement of fact pertaining to the quality of a product or service based on observations, measurements or tests that can be fully verified.  Evidence must be expressed in terms of specific quality requirements or characteristics.  These characteristics are identified in drawings, specifications, and other documents that describe the item, process, or procedure.

7. Counterfeit Goods. For purposes of this Article, Goods consist of those parts deliverables under this Agreement that are the lowest level of separately identifiable items (e.g., articles, components, goods and assemblies).  “Counterfeit Goods” means Goods that have been misrepresented as having been designed and/or produced under an approved system or other acceptable methods.  Counterfeit Goods include, but are not limited to: (i) Goods that are an illegal or unauthorized copy or substitute of an Original Equipment Manufacturer (OEM) item; (ii) Goods that do not contain the proper internal or external materials or components or are not manufactured in accordance with the OEM design; (iii) Goods that are used, refurbished, or reclaimed but that Seller represents as being new; (iv) Goods that have not successfully passed all OEM required testing, verification, screening, and quality control but that Seller represents as having met those requirements; (v) Goods with a label or other marking intended, or reasonably likely, to mislead a reasonable person into believing a non-OEM Good is a genuine Good when it is not, and (vi) Goods that are an unauthorized copy or substitute that has been identified, marked, and/or altered by a source other than the item's legally authorized source and has been misrepresented to be an authorized item of the legally authorized source.

1. Seller warrants and certifies that Goods delivered pursuant to this Agreement, unless otherwise specifically stated on the face of the Order, shall (i) be new, (ii) be and only contain materials obtained from the OEM or an authorized OEM reseller or distributor, (iii) not be or contain any Counterfeit Goods, and (iv) contain only authentic, unaltered OEM labels and other markings.  Seller shall provide to Purchaser the OEM’s certificate of conformance for any Goods acquired from an authorized OEM reseller or distributor. Goods shall not be acquired from independent distributors or brokers unless specifically authorized in writing by Purchaser.

2. Seller shall maintain a method of item traceability that ensures tracking of the supply chain back to the manufacturer of all Electrical, Electronic, and Electromechanical (EEE) parts included in assemblies and subassemblies being delivered per this Agreement. This traceability method shall clearly identify the name and location of all the supply chain intermediaries from the manufacturer to the direct source of the product for Seller, and shall include the manufacturer's batch identification for the item(s) such as date codes, lot codes, serializations, or other batch identifications.  When requested by Purchaser, Seller shall provide OEM documentation that authenticates traceability of the affected items to the applicable OEM.

3. Seller shall immediately notify Purchaser and the GIDEP system if it knows or suspects that it has provided Counterfeit Goods.

4. In the event Goods delivered under this Agreement constitute Counterfeit Goods, Seller shall at its expense promptly replace such Goods with genuine Goods conforming to the requirements of this Agreement.  Notwithstanding any other provision of this Agreement, Seller shall be liable for all costs relating to the removal or replacement of Counterfeit Goods, including without limitation Purchaser’s or Purchaser’s customer’s costs of removing such Counterfeit Goods, reinserting genuine Goods, and any testing necessitated by the reinstallation of any Goods after Counterfeit Goods have been exchanged. Purchaser reserves the right to turn over suspected Counterfeit Goods to US Governmental authorities (Office of Inspector General, Defense Criminal Investigative Service, Federal Bureau of investigation, etc.) for investigation and reserves the right to withhold payment for the suspect items pending the results of the investigation.  The remedies available under this Article are in addition to any other remedies Purchaser may have available to it in law or in equity, or in any other provisions in this Agreement.

5. This paragraph (f) applies in addition to any other quality provision, specification, or statement of work included in this Agreement addressing the authenticity of Goods and Services.  To the extent such provisions conflict with this paragraph (f), this paragraph prevails.

6. Seller shall flow the requirements of this paragraph 14(f) to its subcontractors and suppliers at any tier for the performance of this contract.
    

ARTICLE 15 - NON-CONFORMING GOODS.
 

1. Seller agrees that, notwithstanding the provisions of any warranties, expressed or otherwise, negotiated with respect to Goods purchased from Seller by Purchaser or Purchaser's customer, Seller shall reimburse Purchaser for labor and material cost, including overhead and general and administrative expense reasonably incurred by Purchaser about:

1. Failure of Goods or Services to conform to the requirements of this Agreement or defective material, workmanship or design; or

2. Any removal of Goods at Seller's request; or

3. Any removal of Goods required due to any previously required changes to said Goods that Seller has failed to incorporate.

1. ‍Remedies in this Section are not exclusive and shall not be in lieu of any other remedy available at law, in equity or under this Agreement.
    

ARTICLE 16 - INDEMNITY AND INSURANCE.
 

1. General Indemnification. Seller shall defend, indemnify, and hold harmless the Purchaser, its directors, officers, employees, agents, representatives, successors and assigns (each an “Indemnified Party”), whether acting in the course of their employment or otherwise, from and against any and all loss, cost, expense, damage, claim, demand or liability (including reasonable attorney and professional fees and costs) arising from Seller’s negligence, willful misconduct or breach of Agreement. An Indemnified Party shall have the right to participate in the selection of counsel and Seller shall not enter into any settlement agreement that contains any admission of liability on the part of Purchaser and/or any other Indemnified Party.

2. Intellectual Property Indemnification.  Seller shall indemnify, defend, and hold harmless an Indemnified Party, from and against any and all loss, cost, expense, damage, claim, demand or liability (including reasonable attorney and professional fees and costs) arising out of any claim that the manufacture, use, sale, or furnishing of Goods and/or Services constitutes infringement of any Intellectual Property Rights, or for a breach of any of the representations and warranties contained in Article 9, above. If an injunction should issue, Seller shall

1. Procure for Purchaser and Purchaser’s subsidiaries and Affiliates, and their respective vendors and customers, the rights to continue using said Goods and/or Services; or

2. At the election and with written approval of Purchaser, (x) modify the Goods and/or Services in a manner acceptable to Purchaser so they become non-infringing; (y) remove and replace the Goods with non-infringing Goods; or (z) remove the Goods and/or discontinue the Services, refund the purchase price and reimburse Purchaser for all damages and costs associated with obtaining and installing a non-infringing alternative.

1. Insurance. Seller shall obtain and keep in force for the benefit of the Seller and Purchaser the following insurance to be issued by insurance carriers with a minimum A.M. Best's rating of A-: VII, or S&P A, or better and licensed to provide insurance in the jurisdiction in which work is to be performed, with minimum limits as set forth below:

1. Comprehensive General Liability – $1,000,000 combined single limit per occurrence;

2. Aviation Products Liability - $1,000,000 minimum per occurrence (Aviation Direct Procurements only);

3. Comprehensive Automobile Liability – Bodily injury/property damage covering all vehicles used in connection with the Goods in the amount of $1,000,000 combined single limit each occurrence;

4. Statutory Workers' Compensation and or Employer’s Liability as required by state or country law.

1. Seller shall provide Purchaser with a certificate of insurance evidencing that the required minimum coverage is in effect and that Purchaser is named as an additional insured, provide a waiver of subrogation clause in favor of the Purchaser, and provide that all coverage provided by the Seller shall be primary.  Such insurance shall not exclude the actions of any subcontractor that Seller may utilize under this Agreement.    The insurance provided by Seller hereunder shall have no effect on any obligations imposed upon Seller under this Agreement.
    

ARTICLE 17 - SELLER’S REPRESENTATIONS.
 

1. Compliance with Laws. Seller represents and warrants that it shall perform all activities required under this Agreement in compliance with all applicable international, national, state and local laws.

2. Release of Information. Seller shall not release any information concerning this Agreement or its business relationship with Purchaser, to any third party, except as required by applicable law, rule, injunction or administrative order, without Purchaser’s prior written consent.     Seller shall not use Purchaser’s name, photographs, logo, trademark, or other identifying characteristics or that of any of its subsidiaries or Affiliates without Purchaser’s prior written approval.
    

ARTICLE 18 - SELLER’S EMPLOYEES.
 

1. Seller's personnel performing services under this Agreement shall remain employees of Seller subject to its right of direction, control and discipline and by virtue of this Agreement, shall neither become employees of Purchaser nor be entitled to any rights, benefits or privileges of Purchaser employees.  As appropriate, Purchaser shall give direction as to the ultimate objective of the project to the Seller.  The Seller shall ensure that its personnel adhere to the terms and policies in this Agreement and that they have the requisite knowledge, training and ability to perform work under this Agreement competently and in accordance with applicable laws and regulations.

2. Seller's employees are not authorized to enter any agreements or to make any commitments financial or otherwise on behalf of Purchaser.    Specifically, no employee of Seller shall make contact with any government official regarding the continuation, renewal, amendment or modification of a Prime Contract.
    

ARTICLE 19 - RECORD RETENTION REQUIREMENTS.
 

1. Record Retention. For U.S. Government subcontracts, Seller shall maintain complete and accurate records in connection with its performance under this Agreement for seven (7) years after completion of performance under this Agreement, including but not limited to, Orders, memoranda of negotiations showing the principal elements of price negotiations, and records substantiating charges for labor or services, including proper time clock cards, time vouchers, or other similar records.  For quality documents, Seller will maintain such records according to the applicable supplier quality specification (AQAR, or other quality requirements as specified), or seven (7) years, whichever is longer.

2. Classified Information. Upon completion of work by Seller under this Agreement, Seller shall return to Purchaser any classified information furnished by Purchaser, including all reproductions thereof, and Seller shall surrender classified information or materials developed by Seller in connection with this Agreement, unless the information has been destroyed, or the retention of the information is authorized in writing, by Purchaser or the government.
    

ARTICLE 20 - EXPORT CONTROL REQUIREMENTS.
 

For Non-U.S. Sellers or Sellers intending to conduct work outside of the U.S., the following clauses apply:

1. Compliance with Export Laws. Seller agrees to comply with all applicable government export control laws and regulations, including but not limited to the International Traffic in Arms Regulations (“ITAR,” 22 CFR Part 120-130) and the Export Administration Regulations (“EAR,” 15 CFR Parts 730-774).

2. Export Licenses. Seller agrees to obtain the required export licenses unless otherwise agreed to by Purchaser.

3. For items subject to the ITAR ONLY: In the event, the Goods or Services are subject to the U.S. Department of State (as defined in Sections 120.6 and 120.9 of the ITAR), Seller agrees to maintain a valid and current Directorate of Defense Trade Controls (“DDTC”) registration and agrees to provide confirmation of such registration if requested by Purchaser.

1. With respect to such defense articles and/or defense services, Seller represents and warrants that it has not and will not pay or offer to pay for the solicitation or promotion or otherwise to secure the conclusion of a sale of defense articles or defense services to or for the use of the armed forces of an international organization or non-U.S. Country any fees, commissions or political contributions as described under Part 130 of the ITAR without prior notice to Purchaser.

2. In such event, Seller shall provide to the Purchaser, not later than 20 days after such an event, full disclosure of all information necessary for the Purchaser to comply fully with Sections 130.9 and 130.10 of the ITAR.).

1. Prohibited Goods and Services. The U.S. prohibits the importation of Goods or the purchase of Services from certain countries, entities, or individuals.  Therefore, no Goods or Services from prohibited countries, entities, or individuals may be used directly or indirectly in the activities covered by this Agreement.  The list of prohibited countries can change from time to time and it is Seller's responsibility to ensure compliance with such list at all times (located inter alia, http://www.treas.gov/ofac, http://www.bis.doc.gov and http://pmddtc.state.gov/embargoed_countries/index.html.
    

ARTICLE 21 - CUSTOMS REQUIREMENTS.
 

For Non-U.S. Sellers or Sellers intending to conduct work outside of the U.S., the following clauses apply: 

1. Importer of Record.

1. Seller must show proper notification on all shipping waybills. In addition, shipping cartons and documentation must meet all U.S. customs country of origin marking and invoicing requirements. Seller will be responsible for any fines or liabilities resulting from insufficient, improper or negligent invoicing or marking of shipments.

2. In addition to any other rights and remedies Purchaser may have in law or in equity, Purchaser may deduct from the price of Goods any penalties, fines or assessments that U.S. Customs and Border Protection imposes on Purchaser for late or inaccurate or incomplete ISF filings caused by Seller non- compliance. Additional deductions may be taken for late deliveries, demurrage or expenses incurred due to Seller’s failure to comply with ISF requirements

1. Anti-Dumping. Seller warrants that all sales made hereunder are or will be made at not less than fair value under the U.S. Anti-Dumping law (19 U.S.C. sec 1673 et. seq.), and Seller will indemnify, defend and hold Purchaser harmless from and against any costs or expenses (including but not limited to any anti-dumping duties which may be imposed) arising out of or about any breach of this warranty.
    

ARTICLE 22 - WORK ON PURCHASER’S OR ITS CUSTOMER’S PREMISES.
 

If Seller's work under this Agreement involves operations by Seller on the premises of Purchaser or Purchaser’s customer or access to Purchaser’s systems or its computers, then:

1. Seller shall comply with all of Purchaser's safety and security procedures and shall take all necessary precautions to prevent the occurrence of any injury to person or property during the progress of such work in accordance with the “The Coanda Company Contractor Safety Zero Tolerance Policy.” 

2. Seller represents and warrants that all of its employees who will perform work under this Agreement on Purchaser’s or its customer’s premises have been tested and are free from illegal drugs.  The term “illegal drugs” does not include the use of a controlled substance pursuant to a valid prescription.  The prescription medication must not prevent the employee from performing competent and safe work.  Notwithstanding the foregoing, in circumstances where Seller does not have the right to conduct routine drug testing:

Seller represents and warrants that it will use reasonable endeavors to ensure that all of its employees who will perform work under this Agreement on Purchaser’s or its customer’s premises are free from illegal drugs. In the event that Seller has reason to suspect that any employee performing work under this Agreement on Purchaser’s or its customer’s premises is using illegal drugs, Seller agrees to take immediate steps to remove such employee from Purchaser’s or its customer’s premises and ensure that the employee does not continue to perform work under this Agreement.  The term “illegal drugs” does not include the use of a controlled substance pursuant to a valid prescription.  The prescription medication must not prevent the employee from performing competent and safe work.

1. ‍As permitted by applicable law, Seller represents and warrants that it will conduct a criminal convictions records investigation of its employees through the use of an approved third-party background check vendor before they are assigned to work on any Order that requires that employee to enter Purchaser’s or its customer’s.

2. Seller shall include this provision in any subcontract placed pursuant to this Agreement where the subcontractor will perform work on Purchaser’s or its customer’s premises.

3. As permitted by applicable law, Purchaser reserves the right to deny any of Seller’s employees, agents or subcontractors access to its or its customer’s premises and/or systems for any reason in Purchaser's sole discretion.
    

ARTICLE 23 - ENVIRONMENTAL MATTERS.
 

1. Seller covenants that the Goods (1) comply with all laws governing the management, handling, shipping, import, export, notification, registration or authorization of chemical substances such as the Montreal Protocol, the Stockholm Convention on Persistent Organic Pollutants,  the US the Toxic Substances Control Act, the European Union's Restrictions on Hazardous Substances and REACH legislation and other comparable chemical regulations  (collectively  "Chemicals  Legislation");  and  (2)  can be used as contemplated by Purchaser in full compliance with the Chemicals Legislation.

2. Unless Purchaser has expressly agreed otherwise in writing, Seller covenants that the Goods do not contain any chemicals that are restricted or otherwise banned under Chemicals Legislation.  Seller shall notify Purchaser in writing prior to delivery of any Goods that contain lead, mercury, cadmium, hexavalent chromium, polybrominated biphenyls (PBB), polybrominated diphenyl ethers (PBDE), arsenic, asbestos, benzene, polychlorinated biphenyls, carbon tetrachloride, beryllium or radioactive materials.  Seller shall notify Purchaser in writing of the presence of any engineered nanoscale material contained in the Goods or used in Seller's operations.  Upon request Seller shall provide, subject to reasonable protection of Seller's confidential business information, the chemical composition of the Goods and any other relevant information regarding the Goods, including without limitation, test data and safe use and hazard information.

3. Unless specifically defined as a requirement by Purchaser’s engineering drawings or specifications, the use of cadmium plating or nickel-cadmium plating is strictly prohibited in the manufacture of Goods.  The use of cadmium plating or nickel-cadmium plating is strictly prohibited on all tooling, fixtures, and test equipment that is used for manufacturing, assembly, test, or material handling of the Goods unless Seller has notified Purchaser in advance and has obtained its prior written consent to such use.

4. If Seller is located outside of the U.S. and is shipping Goods into the U.S., regardless of which party is the importer of record, Seller agrees to comply with the import restrictions contained in section 13 of the Toxic Substance Control Act (TSCA) 15 U.S.C. 2601 et seq., provide the appropriate TSCA Certification required under 19 CFR 12.121, and be responsible for any fines or liabilities resulting from breaches of this provision.

5. Seller covenants that it has included requirements substantially similar to the covenants in this Agreement in all sub-contracts it enters into related to the fulfillment of this Agreement.

6. When Seller ships Goods to Purchaser, Seller shall provide with the Goods, in the language(s) of the location(s) where the goods are delivered to Purchaser or Purchaser's designee: (1) safe use instructions; (2) hazard communication, safe transport, and labeling information; (3)   compliance and certification documentation; and (4) for chemical substance and mixtures, safety data sheets (MSDS/SDS).   For each such material, identification shall reference the stock or part number of the delivered Goods.
    

ARTICLE 24 - RELEASE OF LIABILITY. 

 

1. YOU ACKNOWLEDGE AND AGREE THAT THE PARTS AND THEIR MANUFACTURE, ARE BASED ON SPECIFICATIONS PROVIDED BY YOU. ACCORDINGLY, YOU AGREE THAT UNDER NO CIRCUMSTANCE WILL THE COANDA COMPANY BE LIABLE FOR ANY DAMAGE OR LIABILITY RESULTING FROM ANY PART, INCLUDING ANY PART DEFECT RESULTING FROM THE MANUFACTURE OF A PART IN ACCORDANCE WITH THE SPECIFICATIONS. You hereby release The Coanda Company and its affiliates, and their officers, directors, employees, agents, and consultants and their successors from claims, demands, any and all losses, damages, rights, and actions of any kind, including personal injuries, death and property damage, that is either directly or indirectly related to or arises from your Part(s). If you are a California resident, you hereby waive California Civil Code Section 1542, which states, “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor”.
 

ARTICLE 25 - MISCELLANEOUS.
 

1. English Language. Except as the parties may otherwise agree, this Agreement, Orders, data, notices, shipping invoices, correspondence and all other writings shall be in the English language.  In the event of any inconsistency between any terms of this Agreement and any translation thereof into another language, the English language meaning shall control.

2. Governing Law. All disputes between the Parties shall be governed by the laws of the state of California, notwithstanding its conflict of laws rules.  The application of the United Nations Convention on the International Sale of Goods is hereby excluded.

3. Waiver. Any failure or delay in the exercise of rights or remedies under this Agreement will not operate to waive or impair such rights or remedies. Any waiver given will not be construed to require future or further waivers.

4. Modifications. No waiver, alteration or modification of any of the provisions of this Agreement shall be binding upon either party unless in a subsequent writing signed by the duly authorized representative of the party intended to be bound thereby.

5. Severability. If any portion of this Agreement is determined to be contrary to any controlling law, rule or regulation, such portion will be revised or deleted from this Agreement, but the balance of this Agreement will remain in full force and effect.

6. Reports. Upon request, Seller shall provide progress reports pertaining to the status of the work being performed under this Agreement. Such reports shall be in a form acceptable to Purchaser.

7. Business Continuity Plan. Upon request, Seller shall provide written business continuity plans and/or crisis management protocol, to Purchaser (or a third party identified by Purchaser).

8. Financial Records. Upon request, Seller will provide financial records, such as income statements, balance sheets, and cash flow statements, to Purchaser (or a third party identified by Purchaser) to enable Purchaser to evaluate the financial health of Seller. If Seller purchases The Coanda Company directed raw material, Seller agrees that the supplier of such raw material may provide Purchaser information regarding Seller’s accounts.

9. Labor Disputes. The Seller shall notify Purchaser of all impending or existing labor complaints, troubles, disputes or controversies that may affect Seller’s ability to perform its obligations under this Agreement. Purchaser shall have no liability or bargaining obligations under any collective bargaining agreement between Seller and its employees.   Seller agrees to give Purchaser prompt notice of any union organization with respect to its employees.

10. Security Interest. If items are bailed to Seller or progress payments made, Seller grants Purchaser a security interest in equipment, machinery, contract rights, inventory, goods, merchandise, and raw materials, whether now existing or hereafter arising, and any replacements, improvements, substitutions, attachments, accessories, and accessions thereto or thereon provided by Purchaser or purchased by Seller with progress payments or advances made by Purchaser and to be used by Seller in manufacturing products ordered by Purchaser under this Agreement.  Seller agrees to execute and deliver all documents requested by Purchaser to protect and maintain Purchaser's security interest.

11. Audit Rights. Purchaser shall have the right to audit all pertinent books and records of Seller, and to make reasonable inspections of Seller's facilities to verify compliance with this Agreement. In the event of non- compliance, Purchaser may take appropriate actions, up to and including termination pursuant to Article 5(a).

12. Survival. All rights, duties, and obligations which by nature should apply beyond the term of the Agreement will remain in force after the complete performance of the Agreement.  
     

APPENDIX I: THE FOLLOWING PROVISIONS ARE APPLICABLE TO ALL U.S. GOVERNMENT SUBCONTRACTS
 

1. If deliveries of Goods including data under this Agreement are to be made directly to the U.S. Government, Seller agrees to prepare and distribute the DOD form 250, “Material Inspection and Receiving Report”, as set forth in part 53 of DFARS.  Seller shall include a similar provision in any subcontract issued under this Agreement if the subcontractor will be making deliveries directly to the U.S. Government.

2. Seller shall abide by the requirements of 41 CFR  60-1.4, 60-300.5(a) and 60-741.5(a).    These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities and prohibit discrimination against all individuals based on their race, color, religion, sex, sexual orientation, gender identity or national origin.   Additionally, these regulations prohibit employers from discharging, or otherwise discriminating against, employees or applicants who inquire about, discuss, or disclose their compensation or the compensation of other employees or applicants. Moreover, these regulations require that Seller take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, sexual orientation, gender identity, national origin, disability or veteran status.

3. Whenever necessary to make the context of the clauses applicable to this Order, the terms “Government”, “Contracting Officer”, and similar terms shall mean Purchaser, the term “Contractor” and similar terms shall mean Seller, and the term “Contract” shall mean this Order. However, the terms “Government” and “Contracting Officer” do not change (1) when modifying “Property” (e.g. “Government Property”), (2) in the patent clauses incorporated herein, (3) when a right, act, authorization or obligation can only be granted or performed by the Government or Contracting Officer, (4) when title to property is to be transferred directly to the Government, (5) when access to proprietary financial information or other proprietary data is required, except as otherwise provided herein, and (6) were specifically modified herein.

4. The information in parentheses below is provided for informational purposes and to assist in determining applicability, and does not relieve any party from their contractual duties when the provision or clause applies pursuant to the requirements of each individual provision or clause.