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Terms and conditions

BT Federal Inc. (“BTF”) General Purchase Order Terms and Conditions

1. Acceptance/Entire Agreement:

Supplier’s acceptance of a Purchase Order (“PO”) (which may be signified by full or partial performance, or written, oral, or electronic acknowledgement) shall be unqualified, unconditional and subject to and expressly limited to its terms and conditions, which include and incorporate by reference these General Purchase Order Terms and Conditions (collectively, the “Contract”). The Contract, including any document incorporated herein by reference, constitutes the entire agreement between the parties with respect to the applicable PO and supersedes all prior offers, negotiations, representations or agreements, either oral or written, relating to the subject matter hereof. Any modification to this Contract must be in writing and duly signed by both parties hereto. BTF’s express acceptance or payment for Supplies shall not constitute acceptance of any Supplier-incorporated terms or any counter proposal submitted by Supplier not otherwise memorialized in a fully executed agreement between BTF and Supplier.  No course of dealing or usage of trade or course of performance shall be relevant to explain or supplement any term expressed in the Contract. If any Statement of Work is incorporated herein, the terms of such Statement of Work shall apply in the event of any conflict with these General Purchase Order Terms and Conditions. Notwithstanding anything to the contrary herein, if the applicable PO has been issued subsequent to and in accordance with a separate agreement previously entered into between the parties, then these General Purchase Order Terms and Conditions shall be subject and subordinate to the terms of such agreement and, in the event of any conflict, the terms and conditions of such agreement shall apply. 

2. Definitions

 In the Contract, the following expressions, where used, shall have the meanings respectively ascribed to them:

"Acceptance"- written acknowledgement by BTF that Supplies, or the applicable part of such Supplies, have been completed in accordance with the terms and conditions of this Contract, subject to any deficiencies stated in such acknowledgement. "Accept" and "Accepted" shall be construed accordingly.

“Contracting Officer” - The Government official authorized to commit the Government contractually under a Government Prime Contract.

“Government” - The United States of America, acting in its contractual capacity.

“Prime Contract” - The contract under which this Contract is issued, if applicable.

“FAR” – The Federal Acquisition Regulation

“DFAR” – The Department of Defense Federal Acquisition Regulation Supplement.

“Statement of Work” – a description of any services provided by Supplier executed by BTF and Supplier, the terms of which are incorporated by reference herein.

"Supplies" - all services, components, materials, plant, tools, test equipment, documentation, firmware, Software, spares and parts and things to be provided to BTF pursuant to the Contract together with all information and work the Contract requires be supplied to or performed for BTF.

“Supplier” – the legal entity contracting with BT Federal Inc. under this Contract.

3. Inspection

All Supplies to be delivered hereunder shall be in accordance with the applicable specifications and shall be subject to inspection and testing by BTF, in its reasonable discretion, during manufacture where practical, and at all other times and places. All Supplies shall be received subject to inspection testing and Acceptance by BTF at destination, notwithstanding any payment or earlier inspection.  Acceptance by BTF does not relieve Supplier of liability for latent defects or fraud. Any Supplies delivered which are rejected at time of delivery by carrier shall not be deemed to be received by BTF. 

4. Warranty

Supplier expressly warrants that all Supplies furnished hereunder will conform to the requirements of this Contract and applicable specifications, and will be merchantable, fit for their intended purpose and free from all defects in materials and workmanship and, to the extent not manufactured pursuant to detailed designs furnished by BTF, free from defects in design. The Supplies shall comply with all standards and other documents referred to in this Contract. BTF's approval of designs or specifications furnished by Supplier shall not relieve Supplier of its obligations under this warranty. In addition to its other remedies, BTF may reject any Supplies delivered which are found to be defective in material, workmanship or otherwise not in compliance with the requirements of this Contract and return the same at Supplier’s expense or require replacement or correction by Supplier. All handling and transportation charges on rejected items shall be paid by the Supplier.  Supplies corrected or replaced by Supplier shall be subject to the entire Contract in the same manner and to the same extent as Supplies originally furnished hereunder. Supplier's warranties shall extend to BTF's customers and users of its products.

Supplier represents and warrants that all software is free from all forms of (i) “electronic possession”, “logic bombs” “viruses”, “worms” and any other computer virus or harmful, malicious or hidden program or data, that could have been detected by using the latest (at the date of dispatch) commercially available virus detection software; and (ii) “spyware”, “malware” and “adware” (which expressions shall have meanings as they are generally understood within the computing industry).  In addition, Supplier represents, warrants and covenants that the Supplies do not violate or infringe any intellectual property right, or otherwise violate or infringe any other right of any third party. 

With each PO, Supplier grants to BTF a world-wide, limited, perpetual, royalty-free, irrevocable and non-exclusive license to use any intellectual property rights contained within the Supplies provided to BTF hereunder.  Supplier shall use best efforts to obtain similar non-exclusive licenses from its subcontractors, if any, whose intellectual property rights are contained within the Supplies provided to BTF hereunder.  The license granted under this paragraph permits BTF to authorize BTF’s consultants, contractors and customers to reproduce applicable portions of the Supplies to the extent necessary to utilize same.  The license rights granted under this paragraph are and shall be freely assignable by BTF to the extent that it conveys its interest in the Supplies to another entity.

5. Delivery

Supplier shall strictly adhere to the delivery and completion schedules specified in this Contract and time is of the essence. When Supplier has reason to believe that deliveries will not be made as scheduled, written notice concerning the cause of the delay and estimated delivery date shall be given immediately to BTF. Without prejudice to BTF's other remedies, if the Supplier does not deliver Supplies by the completion date, BTF may, if specified in this Contract, claim liquidated damages.  If shipment by premium transportation is necessary to fulfill Supplier’s delivery obligations, such charges shall be paid by Supplier.  Nothing contained herein shall prevent termination by BTF under the provisions of this Contract.  Supplier shall not manufacture in advance of the time reasonably required to meet deliveries as set forth in this Contract. If Supplier is required to enter any premises of BTF or its customers in connection with delivery of the Supplies, any such entry shall be subject to BTF’s or its customer’s security rules and procedures.

Supplier shall fully cooperate and not interfere with the work performance of any of BTF’s or its customer’s other suppliers or contractors or its or their employees or personnel.

6. Prices

The prices shown herein are fixed firm for the term of this Contract; however, the prices may be reduced pursuant to any reductions in Supplier’s list or resale prices to BTF or its general customer base.  Supplier warrants that the prices shown herein are based on the latest information available and are no greater than prices charged to other customers under like circumstances. The price of Supplies shown herein includes all royalties, license fees or similar expenses arising from the use of any intellectual property and the supply, delivery and, where applicable, offloading and installation of Supplies.

7. Shipping

Shipping and routing instructions may be altered as mutually agreed between the parties. Purchase Order number and line item must appear on all invoices, shipping documents, packing sheets, shipping cartons and other documentation designated by BTF.  Should transportation charges be authorized, Supplier shall submit, with each invoice, appropriate documents (freight bills, air bills, etc.) substantiating the transportation charges.  

8. Invoicing & Payment

The following must be included on all invoices in order to process a timely and accurate payment:  (i) Invoice date; (ii) Invoice number / reference; (iii) Purchase Order number; (iv) Customer name and address, where applicable; (v) Supplier's name, address, Tax ID/VAT number, the Contract/order line reference, the correct unit price of the Supplies by line item, the total charge with Sales Tax/VAT breakdown where applicable and full description of Supplies. 

Invoices improperly addressed and without the above information will be rejected and returned for correction.  BTF shall not be responsible for any invoice that is not received by BTF at the invoicing address provided (as such address may be modified from time to time on prior written notice by BTF to Supplier).  In addition, Supplier shall submit invoices within six (6) months following the date upon which the Supplies to which such invoices relate were delivered and, where applicable, Accepted by BTF.  BTF shall have no liability to make payments in respect of invoices not so submitted. 

All Supplier invoices must be submitted via e-mail to: controller@btfederal.com 

BTF shall pay each due and valid invoice submitted in accordance with these terms and conditions after the expiration of 60 days from the latest to occur of: (i) the date BTF receives the invoice; (ii) the date Supplies are received; and (iii) the date Supplies are Accepted by BTF.  Payment will be deemed to have been made on the date of deposit in the mail or date of electronic funds transfer.  BTF may withhold payment in whole or in part, to such extent as may be necessary in BTF’s sole opinion, to protect BTF from loss for which the Supplier is responsible.

9. Ownership and Risk

Without prejudice to BTF's other rights: (i) title and ownership passes to BTF on the earlier of delivery to BTF or BTF’s customer premises or payment (including part payment) and BTF’s Acceptance thereof, and (ii) risk of loss is borne by the Supplier until the date of delivery to BTF or BTF’s customer premises or, where this Contract requires, installation by the Supplier.  All Supplies shall be free and clear of liens, claims, security interests or other encumbrances adverse to BTF’s interests.  Before making payment to Supplier, BTF may require satisfactory proof that all parties furnishing labor or materials have been paid in full.

10. Nondisclosure

Supplier shall make no disclosure, news releases, public announcements, denial or confirmation with respect to the subject matter hereof without the prior written approval of BTF.

11. Intellectual Property Indemnity

Supplier agrees to defend, indemnify and hold harmless at its sole expense ,BTF and its customers against any claims, actions, proceedings, expense, loss, damages, and/or liability arising out of our related to any actual or alleged infringement of intellectual property rights (including without limitation, patents, copyright, registered designs and design rights) or breach of confidentiality by BTF’s possession, use, sale, disposal, lease, or hire of any of the Supplies anywhere in the world or by BTF’s customers’ possession or use of any of the Supplies anywhere in the world.

If any Supplies become the subject of a claim of infringement, Supplier will also, at its sole expense, secure for BTF and its customers a right of continued use thereof or modify or replace such Supplies so that they are no longer infringing (provided that any replacement or modification does not result in a material decrease in the functionality of the Supplies). If neither of those remedies is available to Supplier, Supplier may so notify BTF and refund the purchase price of all Supplies affected by the claim of infringement.

12. Assignment and Subcontracting

Supplier may not assign and/or subcontract this Contract without the prior written consent of BTF. Any attempt to assign or delegate any of the rights, duties, or obligations of this Contract without such consent is void.

13. Waiver and Severability

The failure of either party to exercise any of its rights or to enforce any of the provisions of this Contract on any occasion shall not be a waiver of such right or provision, nor affect the right of such party thereafter to enforce each and every provision of this Contract.  If any provision of this Contract is found to be invalid or unenforceable, then such provision shall be modified only to the extent necessary to bring it within legal requirements, and this Contract as so modified shall continue in full force and effect.

14. Rights and Remedies

The rights and remedies of BTF herein are cumulative and are in addition to any other right or remedies that BTF may have at law or in equity.

15. Security of Information

Without prejudice to any obligations of confidentiality it may have, where the Supplier or Supplier’s personnel have access to BTF’s computer systems or to BTF’s information, the Supplier shall: (i) ensure such information is not disclosed to or accessed by Supplier’s personnel who do not have a need to know or access such information in order to provide the Suppliers, or to those personnel not directly employed by the Supplier (without BT Federal’s prior written consent); and (ii) keep (and ensure all relevant Supplier’s personnel keep) such information secure and confidential, act only on BTF’s instructions with respect to it, and comply with such further reasonable requirements from time to time of BTF for the security of it; and (iii) allow (and ensure that all relevant Supplier’s personnel allow) BTF or its authorized representatives such access to premises, systems and records containing such information as is reasonably necessary to assess the Supplier’s compliance with this Section.

Any breach of this Section by the Supplier shall be deemed to be a material breach of this Contract.  Without prejudice to BTF’s rights and remedies under this Contract, the Supplier shall at its own cost and expense take all steps necessary to restore any lost or corrupted information to the last back-up and terminate any unauthorized use of or access to the information.

16. Compliance

The Supplier (and Supplies) shall: (i) comply with all applicable laws, legislation, regulations and by-laws of any relevant local or other authority (including, without out limitation, applicable import/export rules and regulations) and shall be liable for obtaining all licenses and permits related to the Supplies provided, as well as any BTF site regulations of which Supplier may be notified; (ii) comply with (and shall ensure that those engaged by the Supplier in connection with this Contract comply with) BTF’s Anti-Corruption and Bribery Policies available at http://www.selling2bt.bt.com/Anti-CorruptionandBribery/index.htm as though such policies applied to and had been adopted by the Supplier, and promptly provide to BTF on request from time to time all information BTF may reasonably require in respect of such compliance; (iii) with the provisions of BTF’s ‘Third Party Pre-Employment Checks Policy’ (“PECS”), available at http://www.selling2bt.bt.com/working/3rdpartyCheckPolicy/default.htm; and (iv) with comply with the latest applicable issue of the BT Generic Standards available at http://www.selling2bt.bt.com/working/generic/default.htm

Supplier shall verify the legal work-eligibility of Supplier’s employees using web-based E-Verify screen/SSA verification operated by the Department of Homeland Security and the Social Security Administration (SSA).  Such requirement will be flowed down to all contractors and subcontractors utilized by Supplier under this Agreement. 

Supplier shall indemnify, save harmless and defend BTF from and against any expense, loss or liability for any actual or alleged failure by Supplier to comply with the requirements of this section.

17. Equal Employment Opportunity; Notification of Employee Rights Under Federal Labor Laws

a) As applicable, the provisions of the Equal Opportunity Clauses pursuant to Section 202 of Executive Order 11246, as amended, and 41 CFR Section 60-1.40; as well as 29 CFR Part 471, Appendix A to Subpart A, are herein incorporated by reference. Further, if Supplier (1) is not otherwise exempt as provided by 41 CFR 60-1.5, (2) has 50 or more employees, and (3) has a contract, subcontract or purchase order amounting to $50,000 that is necessary to the completion of a covered federal contract or subcontract is hereby notified of its obligations to file EEO Standard Form 100 and to prepare an affirmative action plan(s) as required under the regulations set forth above.

b) BTF and Supplier shall abide by the requirements of 41 CFR §§ 60-300.5(a) and 60- 741.5(a). These regulations prohibit discrimination against qualified individuals on the basis of protected veteran status or disability and require affirmative action by covered prime contractors and subcontractors to employ and advance in employment qualified protected veterans and individuals with disabilities.

18. Confidentiality.

A party shall not disclose or use any Confidential Information of the other party for any purpose outside the scope of this Contract, except with the other party's prior written permission.  “Confidential Information” means information that the receiving party (“Recipient”) knows or has reason to believe is confidential, proprietary, or trade secret information of the disclosing party (“Discloser”) because of the nature of the information and the context in which it was disclosed.  Without limitation, information concerning business models, strategies, network design and traffic, customers, personnel-related information, and pricing in all cases is deemed to be Confidential Information, subject to any exclusions set out below.  The information of customer(s) of BTF shall be deemed to be the Confidential Information of BTF. 

Each party agrees to protect the Confidential Information of the other party in the same manner that it protects its own Confidential Information of like kind (but in no event using less than reasonable standard of care).  If a party is compelled by law to disclose Confidential Information of the other party, it shall promptly provide the other party with prior notice of such compelled disclosure (to the extent legally permitted) and provide reasonable assistance, at the other party's cost, if the other party wishes to contest the disclosure.

If a party discloses or uses (or threatens to disclose or use) any Confidential Information of the other party in breach of confidentiality protections hereunder, the other party shall have the right, in addition to any other remedies available, to seek injunctive relief to enjoin such acts, it being acknowledged by the parties that any other available remedies are inadequate. 

Confidential Information shall not include any information that: (a) is or becomes generally known to the public without breach of any obligation owed to the other party; (b) was known to a party prior to its disclosure by the other party without breach of any obligation owed to the other party; (c) was independently developed by a party without access to or knowledge of the Confidential Information (as demonstrated by its contemporaneous business records); or (d) is received from a third party without breach of any obligation owed to the other party. 

Recipient shall return or destroy (at the option of the Discloser) Discloser’s Confidential Information upon request or upon termination of this Agreement, unless such records are part of the Supplies or unless such Confidential Information is required to be retained for legal or regulatory purposes and provided that any such retained information shall continue to be treated in accordance with this section for so long as such information is retained, regardless of any prior termination of the Agreement.

Notwithstanding anything in this Agreement to the contrary, the Parties hereby acknowledge and agree that the Confidential Information may be copied to and stored in accordance with such Party’s automated back-up procedures and document retention program; provided, however,  that such Confidential Information will be destroyed in the normal course of business as newer archival copies replaces older copies (for example, when a backup tape is overridden by a later backup).  The Parties further agree that they will not have an obligation to remove such Confidential Information from such automated back-up systems, and that retention of such copies of the Confidential Information in accordance therewith will not be deemed a violation of this Agreement.

Supplier shall ensure that any of its personnel or other authorized recipients of Confidential Information shall be bound by obligations of confidentiality at least as restrictive as those set out herein before they are provided with any BTF Confidential Information. Supplier will not directly contact any customer or potential customer of BTF disclosed under this Agreement without BTF’s prior written consent, which consent will be in BTF’s sole discretion.

19. Independent Contractor

Supplier is an independent contractor for all purposes. In no event shall Supplier, its agents, representatives, or personnel performing under this Contract be deemed to be employees of BTF. Supplier’s personnel shall be paid exclusively by Supplier in connection with all Supplies.  Supplier shall not have the authority to bind or obligate BTF and shall not represent that it has such authority.

20. Indemnity

The Supplier indemnifies, defends, and holds harmless BTF and its directors, officers, employees, consultants, accountants, counsels, contractors, subcontractors, agent or other representatives of any entity, and its affiliates and customers (where applicable) against all actions, claims, damages, liability, demands, proceedings, costs and expense arising in respect of loss or damage to any property, or death or personal injury of, any person arising as a result of any act or omission of Supplier, its employees, agents or subcontractors (or their employees or agents) in relation to this Contract except to the extent such loss, damage, death or personal injury is caused by the gross negligence of BTF.  In no event will Supplier’s obligations hereunder be limited to the extent of any insurance available to or provided by the Supplier or any subcontractor and failure of Supplier to provide such insurance shall not limit Supplier’s obligations hereunder.

21. Limitation of Liability

a) Subject to paragraph (c) of this Section, neither party shall be liable to the other under this Contract for any indirect or consequential loss or damage.

b) Subject to paragraph (c) of this Section, the aggregate liability of either party under this Contract shall not exceed the greater of 100% of all sums paid or due to Supplier for Supplies provided or $2,000,000. 

c) Paragraphs (a) and (b) of this Section shall not apply to loss or damage arising out of, or in connection with: (i) death or personal injury; (ii) the gross negligence or willful misconduct of a party; (iii) Supplier’s indemnification obligations; (iv) the payment of liquidated damages; or (v) BTF's obligation to pay the price of Supplies.

22. Notices

All notices given under this Contract shall be in writing, in the English language, unless the parties agree otherwise or local law and regulations provide for differently, and shall be delivered by hand, post, internationally recognized overnight delivery courier service, facsimile transmission or e-mail to the addresses set forth in the PO or any alternative address of which a party notifies the other in writing in accordance with the foregoing.  All notices to BTF shall be directed to the following:

BT Federal Inc.

11440 Commerce Park Drive, Suite 100b

Reston, VA 20191

Attn:   Contracts and Legal

legal@btfederal.com

23. Interpretation

Headings in this Contract are for convenience only and shall not be construed to define or limit any of the terms herein.  Unless expressly stated in this Contract to the contrary, (i) reference to a document, including this Contract, also refers to each attachment thereto; (ii) all dollar amounts are expressed in United States Dollars and will be paid in United States currency in immediately available funds; and (iii) with respect to all matters in or referred to in this Contract, time is of the essence.

24. Insurance 

a) Supplier shall at its own expense procure and maintain for the duration of this Contract such insurance as required by any applicable law and as appropriate in respect of its obligations under this Contract. Such insurance shall include third party liability insurance with an indemnity limit of not less than $2 million per claim. BTF shall be included as additional insured for loss or damage arising out of the Supplies delivered by Supplier, as its interest may appear.

b) If the Supplier cannot provide evidence of such insurance to BTF on request, BTF may arrange such insurance and recover the cost from the Supplier.

c) Supplier shall notify BTF as soon as it is aware of any event occurring in relation to this Contract which may give rise to an obligation to indemnify BTF under this Contract, or to a claim under any insurance required by this Contract.

d) Supplier agrees that Supplier, Supplier’s insurer(s) and anyone claiming by, through, under or on Supplier’s behalf have no claim, right of action or right of subrogation against BTF and its customers based on any loss or liability insured against Supplier’s insurance.

e) Supplier will provide BTF, upon BTF’s request, with certificates of insurance that confirm that Supplier is compliant with its obligations under this Section. 

f) Supplier will notify BTF of any changes in terms, conditions and termination of such insurance policies not less than thirty (30) days after notification from the insurer.

g) This Section shall not be deemed to limit in any way the Supplier’s liability under this Contract.

25. Termination for Convenience

BTF may terminate this Contract in whole or in part at any time by written notice to Supplier. Upon termination in whole or part by BTF, Supplier will, as to the terminated portion, stop work immediately, notify subcontractors to stop work, and protect property in Supplier’s possession in which BTF has or may acquire an interest. Except where such termination is occasioned by default or delay by Supplier, Supplier may claim reimbursement for Supplier’s reasonable and actual third party costs incurred up to and including the date of termination which are properly allocable to or apportionable under generally accepted accounting principles to the terminated portion of the Contract, including liabilities to subcontractors previously billed or paid for but excluding any charge for interest or any materials which Supplier may be able to divert to other orders. The total of such claim shall not, however, exceed the cancelled commitment value of this Contract. 

26. Termination for Default

BTF may terminate this Contract in whole or in part by written notice to Supplier in any of the following circumstances:  (i) If Supplier fails to deliver Supplies required by this Contract within the time specified herein, or any extension thereof granted by BTF in writing: (ii) If Supplier fails to perform or comply with any of the other provisions of this Contract or so fails to make progress as to endanger performance of this Contract in accordance with its terms, and in either of these two circumstances does not cure such failure within a period of ten (10) days after receipt of notice from BTF specifying such failure; or (iii) In the event of suspension of Supplier’s business, insolvency, institution of bankruptcy, liquidation proceedings by or against Supplier’s appointment of a trustee or receiver for Supplier’s property or business, or any assignment reorganization or arrangement by Supplier for the benefit of creditors.  

27. Right to Audit

Supplier shall maintain (in accordance with generally accepted accounting principles, where applicable) such books and records as are necessary to (i) demonstrate Supplier’s compliance with its obligations to BTF under this Agreement; (ii) verify volumes and charges in accordance with this Agreement; and (iii) demonstrate its compliance with applicable laws.  The books, records and accounts of Supplier pertinent to this Contract shall, at reasonable times, be open for inspection, examination, audit and copying by BTF at Supplier’s premises.  Supplier shall retain all required records for at least three (3) years beyond the effective date of termination or last date of performance, whichever is later, except for records and media that BTF specifically instructs Supplier to destroy or delete.

28. Governing Law and Jurisdiction

The validity, interpretation and performance of this Contract will be governed by and construed in accordance with the laws of the State of New York, USA, excluding its conflict-of-laws provisions, and further excluding the United Nations Convention on Contracts for the International Sale of Goods.  The Parties irrevocably submit to the exclusive jurisdiction of the courts in New York, New York, USA.

29. Disputes Under A Government Prime Contract

a) If the Contracting Officer of BTF’s Government Prime Contract by a final decision interprets any provision or requirement of BTF’s Prime Contract, and the same or substantially similar provision or requirement is contained in this Contract, such interpretation shall be binding between BTF and Supplier, provided that BTF affords Supplier the opportunity to appeal such decision in Supplier’s name, and provided further that Supplier provides BTF any and all information requested by BTF to justify BTF’s verifying, supporting, or providing any and all certifications required by the Contract Disputes Act of 1978, 41 U.S.C. § 601 et seq. Any such appeal brought by Supplier shall be at the sole expense of Supplier, who shall be solely responsible for the prosecution of such appeal. If Supplier so appeals, Supplier shall, upon BTF’s written request, provide BTF with advance copies of papers to be filed in such appeal and such other information, consultation, and opportunity to participate in the appeal as BTF may request. As used in this provision, the term “appeal” shall include any and all proceedings taken by Supplier under this provision before any board of contract appeals or federal courts.

b) If Supplier asserts a claim against BTF for either damages or an equitable adjustment in a situation where the facts constituting such claim would also support a claim by BTF against BTF’s customer, prior to initiating any action or suit on such claim against BTF in any court, if BTF so authorizes, Supplier shall pursue, to exhaustion of its administrative and judicial remedies, such claim in BTF’s name and at Supplier’s cost against BTF’s customer.

c) Any claims or disputes involving the Government will be governed solely by federal law.

d) Except as may be expressly set forth with the Contracting Officer’s prior written consent, the Supplier shall not acquire any direct claim or direct course of action against the Government.

e) Any reference to the “Disputes” clause in any applicable FAR or DFARS Clause incorporated into this Contract shall mean this section.

30. Government Clauses

a) When the Supplies are for use in connection with a Government Prime Contract or subcontract, in addition to the BT Federal Inc. General Purchase Order Terms and Conditions, the following provisions (the “FAR Provisions”) shall apply, as required by the terms of the Prime Contract or by operation of law or regulation. The effective version of each Federal Acquisition Regulation (“FAR”) clause shall be the most recent version. For the acquisition of “commercial items” (defined in FAR 2.101 or its successor) under Contracts placed in support of, and charged to, a U.S. Government Prime Contract or subcontract, only FAR clauses that are annotated with * are required.

i) In the event of a conflict between these FAR Provisions and the General Purchase Order Terms and Conditions, the FAR Provisions shall control.

ii) Supplier shall insert these FAR Provisions in selected lower tier subcontracts.

iii) In all clauses listed herein, the terms “Government,” “Contracting Officer,” and “Contractor” shall be deemed revised to identify the contracting parties herein and effect the proper intent of the provision except where further clarified or modified below. Clauses identified by ** after the title shall have their original meaning as written in the FAR, and when identified by *** after the title shall have their original meaning as written in the FAR, and “Government,” “Contracting Officer,” and “Contractor” shall also mean BTF. “Subcontractor,” however, shall mean “Supplier’s subcontractor” under the Contract.

iv) Any FAR clauses that do not apply to a specific Contract are self-deleting.

Applicable to all POs:

52.202-1               Definitions

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

52.203-15*          Whistleblower Protection Under the American Recovery and Reinvestment Act of 2009

52.204-2               Security Requirements for Classified Information

52.204-9               Personal Identity Verification of Contractor Personnel (applies where Supplier will have physical access to a federally-controlled facility or access to a Federal information system)

52.204-21*          Basic Safeguarding of Covered Contractor Information Systems (applies if the Supplier will have Government contract information residing in or transitioning through its information system; inapplicable to commercially available off-the-shelf items)

52.211-5               Material Requirements

52.211-15             Defense Priority and Allocation Requirements

52.212-5               Contract Terms Required to Implement Executive Orders – Commercial Items

52.217-9               Option to Extend the Term of the Contract

52.222-1               Notice to Government of Labor Disputes

52.222-21*          Prohibition of Segregated Facilities

52.222-22             Previous Contracts and Compliance Reports

52.222-26*          Equal Opportunity

52.222-41             Service Contract Act of 1965, as amended

52.222-50*          Combating Trafficking in Persons (include Alternate I if it is included in the     prime contract)

52.222-51             Exemption From Application of the Service 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 Contracts for  Certain Services – Requirements

52.222-54             Employment Eligibility Verification (applies if Contract exceeds the micro- purchase threshold and includes work performed in the US)

52.222-55*          Minimum Wages Under Executive Order 13658 (applies if PO is subject to the Service Contract Act Standards statute or Wage Rate Requirements statute, and the work is performed in whole or in part in the US)

52.222-62*          Paid Sick Leave under Executive Order 13706

52.223-3               Hazardous Material Identification and Material Safety Data (only applies to POs that require the delivery of hazardous materials)

52.223-11             Ozone-Depleting Substances

52.223-12             Refrigeration Equipment and Air Conditioners

52.223-18             Encouraging Contractor Policies to Ban Text Messaging While Driving (applies if PO exceeds the micro-purchase threshold)

52.224-3*            Privacy Training

52.225-1               Buy American Act – Supplies

52.225-8               Duty-Free Entry

52.225-13             Restrictions on Certain Foreign Purchases

52.225-20             Prohibition on Conducting Restricted Business Operations in Sudan

52.225-26*          Contractors Performing Private Security Functions Outside the United States (as applicable in accordance with paragraph (f))

52.227-3               Patent Indemnity***

52.227-9               Refund of Royalties (applies if royalties reported during the negotiation of the PO exceed $250)

52.227-10             Filing of Patent Applications – Classified Subject Matter**

52.227-11             Patent Rights – Ownership by the Contractor** (applies to POs for experimental, developmental, or research work performed by a small business concern or domestic non-profit organization; reports required by this clause shall be filed with the agency identified by the Contracting Entity’s Procurement Representative on the face of this PO)

52.227-14             Rights in Data – General (does not apply if DFARS 252.227-7013 applies; certain other exceptions apply – e.g., work is to be performed outside the U.S.)

52.228-3               Worker’s Compensation Insurance (Defense Base Act)

52.228-4               Workers Compensation and War-Hazard Insurance Overseas

52.228-5               Insurance – Work on a Government Installation

52.232-40*          Providing Accelerated Payments to Small Business Subcontractors (does not apply if Contracting Entity does not receive accelerated payments under the Prime Contract)

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

52.242-15             Stop Work Order (any equitable adjustment is subject to Contracting Entity’s recovery from the Government)

52.244-6*            Subcontracts for Commercial Items (including all FAR clauses listed therein)

52.245-1               Government Property

52.245-2               Government Property Installation Operation Services (“Government” means “Government” and/or “Contracting Entity” except in the phrase “Government property”)

52.245-9               Use and Changes (“Government” means “Government” and/or “Contracting Entity” except in the phrase “Government property”, only applies when 52.245-1 is applicable)

52.247-63             Preference for U.S. Flag Air Carriers

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

52.249-2               Termination for Convenience of the Government (Fixed Price) (“Government” means “Government or Contracting Entity” the first time it appears in paragraphs (b)(4) and (b)(6), in all of (b)(8), and the second time it appears in (d); in paragraph (n), “Government” means “Government and Contracting Entity”; paragraph (j) is deleted.

POs Over $10,000 Shall Also Include the Following:

52.222-40*          Notification of Employee Rights Under the National Labor Relations Act (applies only if the work under the PO will be performed in the US)

POs Over $15,000 Shall Also Include the Following:

52.222-20             Contracts for Materials, Supplies, Articles and Equipment Exceeding $15,000

52.222-36*          Equal Opportunity for Workers with Disabilities

POs Of $30,000 Or More Shall Also Include the Following:

52.204-10             Reporting Executive Compensation and First-Tier Subcontract Awards (subparagraph (d)(2) does not apply; if Supplier meets the thresholds specified in subparagraphs (d)(3) and (g)(2) of the clause, Supplier shall report the required executive compensation by posting the information to the Government’s System for Award Management (SAM) database)

POs Of $150,000 Or More Shall Also Include the Following:

52.203-7               Anti-Kickback Procedures (if PO exceeds $150,000; subparagraph (c)(1) does not apply)

52.203-12             Limitation on Payments to Influence Certain Federal Transactions** (if PO exceeds $150,000)

52.203-16             Preventing Personal Conflicts of Interest (if PO exceeds $150,000)

52.222-35*          Equal Opportunity for Veterans (if PO is $150,000 or more)

52.222-37*          Employment Reports on Veterans (if PO is $150,000 or more)

52.248-1               Value Engineering (if PO is $150,000 or more)

POs Over the Simplified Acquisition Threshold (“SAT”) Shall Also Include the Following:

52.203-3               Gratuities** (the term “agency head” shall mean “Contracting Entity”)

52.203-6               Restrictions on Subcontractor Sales to the Government (for commercial items, Alternate I applies)

52.203-10             Price or Fee Adjustment for Illegal or Improper Activity (does not apply to commercial items)

52.203-17             Contractor Employee Whistleblower Rights and Requirement to Inform Employees of Whistleblower Rights

52.204-25             Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment

52.215-2               Audit and Records – Negotiation (applies if PO exceeds threshold for submission of cost or pricing data)

52.215-14             Integrity of Unit Prices (paragraph (b) does not apply; does not apply to construction or architect-engineer services under FAR Part 36, utility services under FAR Part 41, services where supplies are not required, commercial items, and petroleum products)

52.215-23             Limitations on Pass-Through Charges

52.219-8*            Utilization of Small Business Concerns (if the PO, except to small business concerns, exceeds $700,000, the Supplier must include this Clause in lower tier subcontracts that offer subcontract opportunities)

52.222-4               Contract Work Hours and Safety Standards Act – Overtime Compensation (paragraphs (a) through (d) apply only if PO requires employment of laborers or mechanics)

52.222-17             Nondisplacement of Qualified Workers

52.227-1               Authorization and Consent** (applies only if this clause is in the prime contract; use Alternate I for Research and Development POs for which primary purpose is Research and Development work)

52.227-2               Notice and Assistance Regarding Patent and Copyright Infringement***

52.229-3               Federal, State, and Local Taxes

52.229-4               Federal, State, and Local Taxes (State and Local Adjustments)

52.229-6               Taxes – Foreign Fixed-Price Contracts (applies only if the prime contract is to be performed wholly or partly in a foreign country)

52.229-7               Taxes – Fixed-Price Contracts with Foreign Governments (applies only under a prime contract with a foreign government)

52.229-8               Taxes – Foreign Cost-Reimbursement Contracts (applies only if the prime contract is to be performed wholly or partly in a foreign country)

52.229-9               Taxes – Cost-Reimbursement Contracts with Foreign Governments (applies only under a prime contract with a foreign government)

52.236-13             Accident Prevention

52.244-5               Competition in Subcontracting

52.246-2               Inspection of Supplies – Fixed Price

52.246-4               Inspection of Services – Fixed Price (same as above)

52.246-7               Inspection of Research and Development – Fixed Price (same as above)

52.246-16             Responsibilities for Supplies

52.246-26             Reporting Nonconforming Items (for electronic parts or items containing electronic parts)

POs Over $700,000 Shall Also Include the Following:

52.219-9               Small Business Subcontracting Plan

52.219-16             Liquidated Damages – Subcontracting Plan

POs at or above the Applicable Threshold for Obtaining Certified Cost or Pricing Data Shall Also Include the Following:

52.214-26             Audit and Records – Sealed Bidding

52.214-27             Price Reduction for Defective Cost or Pricing Data – Modifications – Sealed Bidding (in paragraph (d), the term “Contracting Officer” does not change)

52.214-28             Subcontractor Cost or Pricing Data – Modifications – Sealed Bidding (applicable if this PO, when entered into, exceeded the threshold for submission of certified cost or pricing data)

52.215-12             Subcontractor Certified Cost or Pricing Data

52.215-13             Subcontractor Certified Cost or Pricing Data – Modifications

52.215-15             Pension Adjustments and Asset Reversions

52.215-18             Reversion or Adjustment of Plans for Post-Retirement Benefits Other Than Pensions

52.215-19             Notification of Ownership Changes

Unless Otherwise Exempt, the following Clauses also apply:

52.203-13*          Contractor Code of Business Ethics and Conduct (applies to POs exceeding $5,500,000 with a period of performance greater than 120 days; disclosures under this clause shall be made directly to the Government entities identified in the clause)

52.203-14             Display of Hotline Posters (applies to POs exceeding $5,500,000 except when the contract is (1) for commercial items, or (2) is performed entirely outside the United States)

52.209-6               Protecting Government Interest when Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment (applies to POs exceeding $35,000)

52.215-10             Price Reduction for Defective Certified Cost or Pricing Data (applies if the prime contract was awarded through negotiations and certified cost or pricing data is required; in paragraph (c), the term “Contracting Officer” does not change)

52.215-11             Price Reduction for Defective Certified Cost or Pricing Data – Modifications (applies if certified cost or pricing data is required for the pricing of modifications)

52.222-24             Pre-Award On-site Equal Opportunity Compliance Evaluation (applies to POs for first tier subcontractors with anticipated value of $10 million or more)

52.225-19             Contractor Personnel in a Designated Operational Area

52.227-13             Patent Rights – Ownership By the Government** (applies to POs for experimental, developmental, or research work where Supplier is not located in the United States or does not have a place of business located in the United States or is subject to the control of a foreign government; references to the Government do not change; paragraph (g) is deleted; Supplier has all rights and obligations of the Contracting Entity in the clause)

52.234-4               Earned Value Management System

Applicable to Cost-Reimbursement, Time and Material, or Labor Hour POs:

52.232-7               Payments Under Time-and-Materials and Labor-Hour Contracts

52.232-20             Limitation of Cost (applies if the Order is fully funded)

52.232-22             Limitation of Funds (applies if the Order is incrementally funded)

52.246-3               Inspection of Supplies – Cost Reimbursement

52.246-5               Inspection of Services – Cost Reimbursement

52.246-6               Inspection – Time-and-Material and Labor-Hours

52.249-6               Termination (Cost Reimbursement) (in paragraph (j), “right of appeal” shall mean the right to proceed under the “Disputes” clause of this PO; settlements and payments under this clause may be subject to the approval of the Contracting Officer; Alternate IV applies if this is a time and material or labor hour PO; unless otherwise agreed in writing by Contracting Entity, in no event shall the amount of any reimbursement to Supplier exceed the then-current value of the PO)

Certifications:

The Supplier, by accepting a PO, hereby certifies compliance with the following clauses and represents that any representations with its offer are current, accurate, and complete as of the date of the offer for the PO:

52.203-11             Certification and Disclosure Regarding Payments to Influence Certain Federal Transactions (applies if PO exceeds $150,000)

52.209-5               Certification Regarding Responsibility Matters (applies if PO exceeds the SAT)

52.219-1               Small Business Program Representations

52.225-2               Buy American Certificate

52.225-6               Trade Agreements Certificate

Additional Clauses:

Cost Accounting Standards (Applicable unless otherwise exempt):

52.230-2               Cost Accounting Standards (applies only when referenced in PO that full CAS coverage applies; “United States” means “United States or Contracting Entity”; delete paragraph (b) of the clause) 52.230-3 Disclosure and Consistency of Cost Accounting Standards (applies only when referenced in PO that modified CAS coverage applies; “United States” means “United States or Contracting Entity”; delete paragraph (b) of this clause)

52.230-4               Disclosure and Consistency of Cost Accounting Practices -- Foreign Concerns

52.230-5               Cost Accounting Standards -- Educational Institution

52.230-6               Administration of Cost Accounting Standards (applies to POs if FAR 52.230-2, FAR 52.230-3, FAR 52.230-4 or FAR 52.230-5 applies) Supplier shall communicate and otherwise deal directly with the Contracting Officer to the extent practicable and permissible as to all matters relating to Cost Accounting Standards. Supplier shall provide Contracting Entity with copies of all communications between Supplier and the Contracting Officer respecting FAR 52.230-2 (Cost Accounting Standards) and FAR 52.230- 6 (Administration of Cost Accounting Standards), provided Supplier shall not be required to disclose to Contracting Entity such communications containing information that is legally privileged and/or proprietary to Supplier. In addition to any other remedies provided by law or under this PO, Supplier agrees to indemnify and hold Contracting Entity harmless to the full extent of any loss, damage, or expense if Contracting Entity is subject to any liability as the result of a failure of the Supplier or its lower-tier subcontractors to comply with the requirements of FAR 52.230-2, 52.230-3, 52.230-4, 52.230-5 or 52.230-6, as applicable. Paragraph (b) is deleted in each of the foregoing clauses.

Truth in Negotiations (Truthful Cost or Pricing Data)

                Unless exempt, Supplier shall submit a FAR Part 15 compliant cost proposal inclusive of any appropriate updates throughout the negotiation process. At the conclusion of negotiations, and regardless of any prior certification, Supplier shall certify as to the accuracy, currency and completeness of its information in accordance with the FAR required Certificate of Current Cost or Pricing data. 1. Indemnification: If any cost or price (including profit or fee) negotiated in connection with the prime contract between the Government and Contracting Entity or any cost that is reimbursable under said contract is reduced because cost or pricing data furnished by the Supplier in connection with any proposal submitted by Contracting Entity in connection with this PO was not accurate, complete, or current, the Supplier shall indemnify Contracting Entity in the amount of said reduction. The phrase “cost or pricing data” as used herein shall be deemed to include any such data related to a lower-tier prospective or actual subcontract, at any level, which was submitted by the Supplier or which it procured by submission of or in connection with the aforesaid proposal or this PO in support of its cost estimate. If any reduction of the contract price under this clause reduces the price of items for which payment was made prior to the date of the modification reflecting the price reduction, the Supplier shall be liable and shall pay Contracting Entity at the time such overpayment is repaid: For Department of Defense contracts only, a penalty equal to the amount of the overpayment, if the Supplier knowingly submitted cost or pricing data which were incomplete, inaccurate or non-current. 2. Cost or Pricing Data for Changes Prior to the pricing of any change or other modification to this PO which involves increases and/or decreases in costs plus applicable profit expected to exceed the threshold for submission of cost or pricing data, Supplier shall submit cost or pricing data and shall certify that such data, as defined in Federal Acquisition Regulation 2.101, submitted either actually or by specific identification in writing are accurate, complete and current as of the date of completion of negotiations. Supplier shall obtain cost and pricing data from its subcontractors when required pursuant to the clause of this PO.

b)  When the Supplies are for use in connection with a Prime Contract or subcontract from any agency of the United States Government Department of Defense, in addition to the BT Federal Inc. General Purchase Order Terms and Conditions and FAR Provisions, the following provisions (“DFAR Provisions”) shall apply, as required by the terms of the Prime Contract or by operation of law or regulation. The effective version of each DFAR clause shall be the most recent version.  

i) In the event of a conflict between these DFAR Provisions and the General Purchase Order Terms and Conditions, the DFAR Provisions shall control.

ii) Supplier shall insert these DFAR Provisions in selected lower tier subcontracts.

iii) In all clauses listed herein, the terms “Government,” “Contracting Officer,” and “Contractor” shall be deemed revised to identify the contracting parties herein and effect the proper intent of the provision except where further clarified or modified below.

iv) Any DFAR clauses that do not apply to a specific Contract are self-deleting.

252.204-7008 Compliance with Safeguarding Covered Defense Information Controls

252.204-7012 Safeguarding of Unclassified Controlled Technical Information

252.225-7048 Export-Controlled Items