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Article I The Woods Hole Oceanographic Institution, a Massachusetts corporation, hereinafter called 'WHOI' have entered into a contract with the United States of America, hereinafter called 'Government'. This order is entered into in furtherance of the performance of the work provided for in said contract.
The materials, supplies or services covered by this order shall be furnished by Seller subject to all the terms and conditions set forth in this order including the following, which Seller, in accepting this order agrees to be bound by and to comply with in all particulars and, no other terms or conditions shall he binding upon the parties unless hereafter accepted by them in writing. Written acceptance or shipment of all or any portion of the materials or supplies, or the performance of all or any portion of the services, covered by this order shall constitute unqualified acceptance of all its terms and conditions. The terms of any proposal referred to in this order are included and made a part of the order only to the extent of specifying the nature of the materials, supplies, or services ordered, the price therefore, and the delivery thereof, and then only to the extent that such terms are consistent with the terms and conditions of this order.
Article II - Inspection The materials, supplies or services furnished shall be exactly as specified in this order, free from all defects in Seller's design, workmanship and materials, and, except as otherwise provided in this order, shall be subject to inspection and test by WHOI at all times and places. If, prior to final acceptance, any materials, supplies or services are found to be defective or not as specified, WHOI may reject them, require Seller to correct them without charge, or require delivery of such materials, supplies, or services at a reduction in price which is equitable under the circumstances. If Seller is unable or refuses to correct such items within a time deemed reasonable by WHOI, WHOI may terminate the order in whole or in part. Seller shall bear all risks as to rejected materials, supplies and services and, in addition to any costs for which Seller may become liable to WHOI under other provisions of this order, shall reimburse WHOI for all transportation costs, other related costs incurred, or payments to Seller in accordance with the terms of this order for unaccepted materials, supplies and services. Notwithstanding final acceptance and payment. Seller shall be liable for latent defects, fraud or such gross mistakes as amount to fraud.
Article III - Changes WHOI may make changes within the general scope of this order in drawings and specifications for specially manufactured supplies, place of delivery, method of shipment or packing of the order by giving notice to Seller and subsequently confirming such changes in writing. If such changes affect the cost of, or the time required for performance of this order, an equitable adjustment in the price or delivery or both shall be made. No change by Seller shall be recognized without written approval of WHOI. Any claim of Seller for an adjustment under this Article must be made in writing within thirty (30) days from the date of receipt by Seller of notification of such change unless WHOI waives this condition. Nothing in this Article shall excuse Seller from proceeding with performance of the order as charged hereunder.
Article IV - Termination A. WHOI may by written notice stating the extent and effective date, terminate this order for convenience in whole or in part at any time. WHOI shall pay Seller as full compensation for performance until such termination (1) the unite or pro rata order price for the delivered and accepted portion; and (2) a reasonable amount, not otherwise recoverable from other sources by Seller as approved by WHOI, with respect to the undelivered or unaccepted portion of this order, provided compensation hereunder shall in no event exceed the total order price.
B. WHOI may by written notice terminate this order for Seller's default, in whole or in part, at any time, if Seller refuses or fails to comply with the provisions of this order or so fails to make progress as to endanger performance and does not cure such failure within a reasonable period of time, or fails to make deliveries of the materials or supplies or perform the services within the time specified or any written extension thereof. In such event, WHOI may purchase or otherwise secure materials, supplies or services and, except as otherwise provided herein, Seller shall be liable to WHOI for any excess costs occasioned WHOI thereby.
If, after notice of termination for default, WHOI determines that the Seller was not in default or that the failure to perform this order is due to causes beyond the control and without the fault or negligence of Seller (including, but not restricted to, acts of God or of the public enemy, acts of WHOI, acts of Government, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, unusually severe weather, and delays of a subcontractor or supplier due to such causes and without the fault or negligence of the subcontractor or supplier), termination shall be deemed for the convenience of WHOI, unless WHOI shall determine that the materials, supplies or services covered by this order were obtainable from other sources in sufficient time to meet the required delivery schedule.
C. If WHOI determines that Seller has been delayed in the work due to causes beyond the control and without the fault or negligence of Seller, WHOI may extend the time for completion of the work called for by this order, when promptly applied for in writing by Seller, and if such delay is due to failure of WHOI, not caused or contributed to by Seller, to perform services or deliver property in accordance with the terms of the order, the time and price of the order shall be subject to change under the Changes Article. Sole remedy of Seller in event of delay by failure of WHOI to perform shall, however, be limited to any money actually and necessarily expended in the work during the period of delay, solely by reason of the delay. No allowance will be made for anticipated profits.
D. The rights and remedies of WHOI provided in the Article shall not be exclusive and are in addition to any other rights and remedies provided by law or under this order.
E. As used in this Article, the word "Seller" includes Seller and his subsuppliers at any tier.
Article V - Title Title to the material and supplies purchased hereunder shall pass directly from Seller to WHOI or Government at the F.O.B. point shown, subject to the right of WHOI to reject upon inspection.
Article VI - Payment, Extra Charges, Drafts Seller shall be paid, upon submission of acceptable invoices, for materials and supplies delivered and accepted or services rendered and accepted. WHOI will not pay cartage, shipping, packaging or boxing expenses, unless specified in this order. Drafts will not be honored. Invoices must be accompanied by transportation receipts, or facsimile, if transportation is payable and charged as a separate item.
Article VII - Warranty Seller agrees that the supplies or services furnished under this order shall be covered by the most favorable commercial warranties the Seller gives to any customer for the same or substantially similar supplies or services and that the rights and remedies so provided are in addition to and do not limit any rights afforded to WHOI by any other article of this order. Such warranties will be effective notwithstanding prior inspection and or acceptance of the services or supplies by the WHOI.
Article VIII - Copyright, Data and Patent Rights If this order is placed under a higher tier contract, which grants copyright, data or patent rights to the U.S. Government, Seller agrees to comply with the requirements of such grant insofar as they are applicable to the subject matter of this Order and with all pertinent provisions of Part 27 of the FAR.
Article IX - Declared Valuation of Shipments Except as otherwise provided on the face of this order, all shipments by Seller under this order for WHOI account shall be made at the maximum declared value applicable to & lowest transportation rate of classification and the bill of lading shall so note.
Article X - Assignment This order is assignable by WHOI. Except as to any payment due hereunder, this order is not assignable by Seller without written approval of WHOI.
Article XI - Affirmative Action Seller shall not maintain or provide racially segregated facilities for employees at any establishment under his control. Seller agrees to adhere to the principles set forth in Executive Orders 11246 and 11375, and to undertake specifically to maintain employment policies and practices that affirmatively promote equality of opportunity of minority group persons and women; to take affirmative steps to hire and promoted women and minority group persons at all job levels and in all aspects of employment. The Woods Hole Oceanographic Institution, as a Federal Contractor, is subject to Executive Order 11246 as amended, Title V of the Civil Rights Act of 1964, The Rehabilitation Act of 1973, (Section 503), the Vietnam Era Readjustment Act of 19174 (USC 2012) and will abide by all & above regulations by not discriminating against any applicant or employee on the basis or race, creed, color, sex, age, national origin, handicap, or veteran status. Such actions shall include, but not be limited to, the following: employment, upgrading, promotion, demotion, transfer, recruitment, lay-off, rates of pay, and all other forms of compensation, selection of re-training, or other employment benefits.
Article XII - Other Applicable Laws Any provision required to be included in a Federally Funded Contract by any applicable and valid Executive Order, Federal, State or local law, ordinance, rule or regulation, including the examination of records by the Controller General, the Occupational Health and Safety Act, and the Re-negotiation Act of 1951, as amended, shall be deemed to be incorporated herein.
Article XIII - Disputes This Order shall be interpreted and the rights of the parties determined under the laws of the Commonwealth of Massachusetts.
Article XIV - Additional Governmental Requirements Regulations are incorporated herein by reference. The date of this order determines the date of the FAR clause that is applicable. For purposes of this Purchase Order, in the following clauses, the term 'contract' shall mean 'this order': & term 'Contractor' shall mean 'Seller': and the term 'Government' and 'Contracting Officer' shall mean 'WHOI' (except with respect to clauses 52.215-1, 52.215-2, 52.227-2, and paragraph (b) of clause
Restrictions on Subcontractor Sales to the Government (if order exceeds $10,000.00)