Raven Services Corporation (RSC) routinely issues purchase orders to contractors for the provision of goods and services, including equipment. The standard terms and conditions outlined herein are applicable to all purchase orders issued by RSC.

1. DEFINITIONS: As used in these Terms and Conditions, “Order” means the attached or referenced Purchase Order, together with these terms and conditions and any referenced specifications, attachments, and exhibits; “Materials” means any and all tangible and intangible materials, equipment, software, hardware and items, and any and all subcontractor services or work, provided in this Order. RSC is the buyer in this transaction as identified on the face of this Order; and “Contractor” means the person or entity to which this Order is issued.

2. CONTRACT: The Order constitutes the entire contract between Contractor and RSC with reference to the Materials. Acceptance of the Order is expressly limited to the terms of the Order. Any additional or different terms and conditions proposed by the Contractor are hereby rejected, unless expressly agreed to by RSC in writing. If the Contractor commences shipment of goods or performance of services pursuant to this purchase order, then the Contractor shall be deemed to have agreed to and accepted this Order in its entirety, including its terms and conditions as set forth herein. In the event of any inconsistency between the terms of this Order and the terms and conditions of a separate written agreement between Contractor and RSC concerning the Materials, that separate written agreement will be controlling.

3. PRICE AND TAXES; INVOICING: If Contractor’s published prices for the Materials are reduced below the prices specified in this Order, RSC will be entitled to pay the lower price(s). Unless otherwise approved in writing by RSC, the Contractor must deliver the quantity of goods and Materials or complete the services or Materials set forth in the Order and to the satisfaction of an authorized representative of RSC, before any payment will become due. Contractor will separately list all applicable federal excise, state and/or local taxes, if any, on the invoice. The Order is not valid unless prices for all Materials are specified therein. Payment terms shall be set forth in the Order, however, in no event shall RSC be obligated to pay sooner than 30 days after receipt of an accurate, correct and sufficiently detailed invoice, RSC may withhold payment if it disputes in good faith an invoice. Contractor shall invoice RSC no later than 90 days after delivery of the Materials, and RSC will have no obligation to make payment against any invoices submitted after such 90-day period.

4. TERMINATION FOR CONVENIENCE: RSC reserves the right to terminate any purchase order or any part thereof for its sole convenience. In the event of such termination, Contractor shall immediately stop all work hereunder and shall immediately cause any of its suppliers or subcontractors to cease such work. Contractor shall be paid a reasonable termination charge consisting of a percentage of the purchase order price reflecting the percentage of the work performed prior to the notice of termination, plus actual direct costs resulting from termination, and in no event will RSC be responsible for any lost profits or other consequential loss of Contractor resulting from such termination. Contractor shall not be paid for any work done after receipt of the notice of termination, or for any costs incurred by Contractor’s suppliers or subcontractors which Contractor reasonably could have avoided.

5. SHIPMENT: The risk of loss or damage to Materials in transit and the obligation to insure against such loss or damage rests with the party who is responsible for shipping / freight unless otherwise stated in an Order. Each shipment of Materials will be accompanied by a shipping notice or packing slip describing the contents of each package showing, as applicable, weight, quantity, and order number. RSC may reject Materials if Contractor substitutes Materials or ships a quantity of materials that deviates from the ordered volume without express written approval from RSC. The method of shipment and routing will conform to RSC’s instructions, or any extra costs will be borne by Contractor. If Contractor is responsible for shipping / freight, Contractor will ship all Materials via the most economical prevailing means and rate, consistent with safe and timely delivery. Delivery hereunder will not be deemed complete until the Materials have been received by RSC at the location designated in the Order.

6. DELAY OR NON-DELIVERY: Time is of the essence for this Order. If, prior to shipment, Contractor finds that it cannot ship the Materials within the time specified, Contractor will notify RSC immediately and by the fastest means possible of Contractor’s earliest shipping date {the “Revised Shipping Date”), RSC will then have the option to cancel all or any part of the Order without any liability, and/or accept Contractor’s Revised Shipping Date, without prejudice to any other rights RSC may have.

7. INSPECTION AND ACCEPTANCE: All Materials are always subject to RSC’s inspection before acceptance by RSC. However, neither RSC’s receipt of delivery, payment, acceptance of Materials, inspection, nor failure to inspect, will relieve Contractor of any obligations, representations, or warranties hereunder. If the Materials fail to conform to RSC’s specifications or are otherwise defective, Contractor will promptly replace them at Contractor’s sole expense. All non-conforming services, including substitutions not approved in writing by RSC, will be considered defective. Contractor will promptly correct such defective services at its sole expense. Contractor will comply with and afford RSC all applicable Uniform Commercial Code warranties contained in the laws of the jurisdiction to which the Materials are (or are to be) delivered or in which the services are (or are to be) performed, and Contractor hereby acknowledges that RSC does not waive any of such warranties. RSC will hold defective or non-conforming Materials for Contractor’s instruction at Contractor’s risk and if Contractor so directs, will be returned, at Contractor’s expense. If RSC’s inspection reveals that the Materials (or any part thereof) are defective or non-conforming, RSC will have the right to reject the Materials and cancel the Order as to such Materials and any unshipped portion of the Order. If RSC incurs any direct or indirect costs in connection with using the defective Materials or otherwise addressing or remediating any defect or non-conformity, then Contractor shall be responsible for such costs and RSC shall have the right at any time to set-off any such costs against any amounts owed to Contractor. Materials, other than services, are considered accepted as to form, fit and function upon signature of receiver. Services are considered accepted upon a signed invoice. Payment for any Materials, including services, shall not be deemed an acceptance thereof and will not waive any and all claims that RSC may have against the Contractor.

8. WARRANTIES: Contractor expressly warrants that (i) the Materials supplied hereunder are of good quality, free from any faults and defects in material, workmanship and title, non-infringing of third party intellectual property or other rights, in exact conformance with this Order and were manufactured and are being sold, priced, and distributed in compliance with all applicable laws, orders, rules, ordinances, codes and regulations; and (ii) that any services provided hereunder are performed in a professional manner by qualified personnel. In the event of a breach of warranty, RSC will have the right to cancel the Order without liability and return any affected Material to Contractor at Contractor’s expense, or if RSC incurs any direct or indirect costs in connection with using the affected Material or otherwise addressing or remediating any breach of warranty then Contractor shall be responsible for such costs and RSC shall have the right at any time to set-off any such costs against any amounts owed to Contractor. If Contractor breaches any of its warranty obligations, upon RSC’s request, Contractor will replace the affected Material at Contractor’s expense.

9. CONFIDENTIALITY: Contractor acknowledges that it is, may be or will be privy to Confidential Information (as defined below). Contractor agrees it will use the Confidential Information only in furtherance of its work under this Order and shall not transfer or otherwise disclose the Confidential Information to any third party except as provided herein. Contractor shall: (i) give access to such Confidential Information solely to those of its employees with a need to have access thereto in furtherance of or in connection with this agreement or as required by applicable law; and (ii) take the same security precautions to protect against disclosure or unauthorized use of such Confidential Information that Contractor takes with its own confidential information but, in no event, shall Contractor apply less than a reasonable standard of care to prevent such disclosure or unauthorized use, As used herein, “Confidential Information” means any and all information relating to RSC, and any of its respective affiliates that may be received by or be provided to Contractor from time to time, including, without limitation, equipment and business specifications, business records or data, trade secrets, and confidential planning or policy matters, business strategies, internal policies, and procedures, matters subject to attorney-client privilege, and any financial or accounting information, the existence of this or any other agreements or communications between Contractor and RSC, and the terms of any such agreement, and all data, reports, interpretations, forecasts and records containing or otherwise reflecting information concerning any such person or entity, together with analysis, compilations, studies or other documents, whether prepared by Contractor or RSC, which contain or otherwise reflect such information. Contractor shall not use RSC’s name, or the names of its respective affiliates, in any sales or marketing publication or advertisement, without the prior written consent of RSC.

10. PREMISES: Contractor must comply with all reasonable regulations and policies communicated by RSC to Contractor concerning Contractor’s conduct on RSC’s or RSC’s government client’s premises.

11. CEASED OPERATIONS: If Contractor decides or is forced to cease operations, which effect Contractor’s obligations and responsibilities under this Order, then Contractor must notify RSC immediately of such discontinuance of its operations, as well as issue RSC a full refund of any monies paid to Contractor prior to the discontinuance of its operations.

12. DEFAULT, BANKRUPTCY: If Contractor or its agents, employees or contractors breaches any provision hereof, or if any proceeding in bankruptcy is implemented by or against Contractor or Contractor suffers an assignment for the benefit of creditors or the appointment of a receiver, RSC will have the right, without limiting any other rights or remedies which it may have hereunder, to terminate this Order immediately on written notice to Contractor without any penalty or fee.

13. INDEMNITY: Contractor will indemnify, defend and hold harmless RSC and its affiliate companies, and their respective officers, directors, employees, agents, successors, clients and assigns, from all claims, damages, liabilities, losses, government procedures and costs, including reasonable attorneys’ fees, arising out of or related to: (a) any acts or omissions of Contractor or its employees, contractors or agents that result in death, personal injury or property damage; (b) Contractor’s failure to comply with applicable laws and regulations; (c) any use of the Materials or Contractor’s breach of any representation, warranty or other obligation hereunder; or (d) any claim or suit for alleged infringement of any copyright, trademark, patent, trade secret or other intellectual property resulting from or arising in connection with the manufacture, sale, delivery, performance, normal use or other normal disposition of any Material furnished hereunder, or the performance of any work hereunder, and will pay all costs and expenses incidental thereto. RSC will have the right to participate in the defense of any such claim or suit without relieving Contractor of any obligations hereunder.

14. QUALITY MANAGEMENT: Continued partnership with RSC requires on-going performance evaluation regarding quality and service provisions based upon service and quality incidents, response times and corrective and preventive actions. Contractor will maintain an effective, documented quality system that communicates, identifies, coordinates, and controls all key activities necessary to design, develop, produce, deliver, and support quality Materials. Contractor will establish, document, and implement an effective quality management system (QMS). RSC may perform assessments and audits at or on Contractor’s sites and locations to verify compliance with these Terms and Conditions and any other RSC supplier standards, and Contractor will complete a “Supplier Evaluation” form to better understand the Contractor’s general business, quality, commercial and financial status. Based on such audit or evaluation, RSC may establish and assign action items for Contractor to undertake. Contractor will implement procedures and processes to track and, where necessary, to improve product quality. RSC reserves the right to assign Contractor a status based on performance, which may include restricted status and/or disqualification. Contractor will inform RSC promptly of any significant changes in its ownership, business health, management, or organizational structure as well as significant changes in its facilities, including but not limited to changes in manufacturing locations.

15. COVENANT AGAINST GRATUITIES: The Contractor warrants that no gratuities (including entertainment, gifts or otherwise) were offered or given by the Contractor, or any agent or representative of the Contractor, to any employee of RSC with the intent of securing this Order or securing favorable treatment with respect to any determinations concerning the performance of this Order. This Order may be immediately terminated for default if it is determined by RSC that a gratuity was offered or given to any employee of RSC with the intention of securing this Order or securing favorable treatment under this Order. No employee of RSC shall share any personal benefit of this Order.

16. COMPLIANCE REQUIREMENTS AND DOCUMENTATION: Contractor will ensure that the Materials comply with all product and production standards and requirements as established by RSC and with all applicable laws, rules, regulations, bans, standards, and industry practices relating to RSC’s products. Upon request, Contractor will provide RSC with certificates of conformity, test results, and any other documentation or information to demonstrate conformity to the applicable requirements. Contractor will assist RSC in any investigations into non-compliant Materials. Contractor will provide all necessary or requested documentation in support of RSC’s performance of risk assessments on its suppliers, including responses to surveys and questionnaires. Contractor will complete a questionnaire about the supply chain security at its premises and is encouraged to obtain Customs Trade Partnership Against Terrorism (CTPAT) or other security program certification. RSC reserves the right to require Contractor to implement a security improvement plan if its security program is insufficient.
Contractor guarantees that all labor and materials used in the performance of this Order will meet the requirements of all governmental authorities. All Work must be performed in compliance with the specifications set forth in the agreed upon Scope of Work. Any additional or extra work not set forth on this Purchase Order must be authorized by RSC in writing and signed by RSC to be valid. Contractor warrants that all labor provided hereunder to perform Work are U.S. citizens or are otherwise legally entitled to accept employment with Contractor and to perform work under this Order.

17. RESTRICTION OF HAZARDOUS SUBSTANCES AND SAFETY DATA SHEETS: Contractor shall provide RSC with all applicable Safety Data Sheets (“SDS”) and will ensure they are current, including a SDS for chemicals, articles or other materials when required by the United Nations Globally Harmonized System of Classification or the United States 29 Code of Federal Regulations 1910.1200 Hazard Communication Standard. The chemical manufacturer or importer preparing such SDS shall ensure that it is in English. Contractor shall ensure that an appropriate SDS is available before the initial shipment to each RSC site, and with the first shipment after a SDS is updated. Contractor shall also comply with all applicable local, state, and national laws and regulations relative to hazardous substances. Contractor shall know and understand the contents of its products, including the products of its own suppliers, and be prepared to provide Full Material Disclosure Statements (FMDS) on all Materials supplied to RSC. FMDS documents must analyze products at the homogenous level, providing a full material breakdown and chemical composition of each component part in a finished product.

18. COUNTRY OF ORIGIN INQUIRY: Contractor shall comply with all applicable local, state (or provincial or the equivalent) and national laws and regulations relative to conflict materials, including but not limited to Section 1502, Dodd-Frank Wall Street Reform and Consumer Protection Act, 17 CFR Parts 240 and 249b. Contractor must provide RSC with the written results of its Reasonable Country of Origin Inquiry (RCOI) and due diligence processes as prescribed by the various laws and regulations for conflict materials used in Materials. For those laws and regulations with which RSC must comply, Contractor must provide the necessary documentation even if Contractor itself is not bound by those same laws and regulations.

19. LIABILITY INSURANCE: Contractor shall maintain commercial general liability insurance, workers’ compensation insurance and any other insurance specifically required in this purchase order (such as automobile insurance). These insurance requirements are the requirement of RSC’s client. Contractor shall provide RSC with a certificate of insurance naming RSC and RSC’s client as additional named insureds for protection from the liability risks originating from lawsuits or claims.

20. MISCELLANEOUS: Neither this Order nor any claim against RSC arising directly or indirectly out of, or in connection with, this Order is assignable by Contractor, by operation of law or otherwise, nor can Contractor subcontract any obligations hereunder without the prior written consent of RSC. RSC and Contractor are independent contractors and nothing in this Order will be construed as establishing an employer/employee or other agency relationship, partnership, or joint venture between them. All notices required under this Order will be in writing to the addresses shown on the face of this Order. Notices hereunder will be deemed given when delivered personally to an authorized representative, when verified as received by e-mail, or one day after deposit for overnight delivery upon written verification of receipt. This contract will be construed and interpreted under the laws of the Commonwealth of Virginia (other than its rules as to conflicts of law which might require application of laws of another jurisdiction). In case one or more of the provisions contained in this contract is deemed invalid, illegal, or unenforceable, the validity, legality and enforceability of the remaining provisions contained herein will not be affected or impaired thereby. Neither party may use each other’s name, logo, trademarks, trade names or symbols without the other party’s prior written consent. Contractor shall retain, and produce upon request by RSC, complete and accurate records regarding the Materials and the delivery and performance thereof.
RSC shall have the right upon three (3) days prior written notice to audit the books and all records (whether on paper or in electronic form) of Contractor relating to subcontract Work performed for RSC and to place personnel who may be employees of RSC or a third party designated by RSC for such purpose) in Subcontractor’s office for purposes of such audit.
If applicable, the Federal Acquisition Regulation (“FAR”) requires that certain government contract clauses be “flowed down” from prime contracts to referenced subcontracts included in this Order. As such, this Order incorporates FAR clauses required by the Client and the Prime Contract by reference with the same force and effect as if they were given in full text. Contractor may obtain the full text of such clauses at www.acquisition.gov/far/index.html

21. LITIGATION: The parties, prior to the institution of any litigation or arbitration and as a condition precedent thereto, pledge to participate in good faith in voluntary and non-binding Alternate Dispute Resolution (ADR) procedures. In the event such disputes are not resolved by mediation or another ADR procedure as RSC and Contractor may agree, then such dispute shall be resolved at RSC’s sole option either in the manner and forum in which disputes are to be resolved under the terms of the Order according to law. Contractor expressly agrees to waive its right to trial by jury. RSC shall have the option to have disputes submitted to litigation or arbitration.