ARL PENN STATE PURCHASE ORDER GENERAL

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ARL PENN STATEPURCHASE ORDERGENERAL TERMS AND CONDITIONSTERMS:1. PRICE – If no price is specified herein, charges shall not exceed Vendor’s standard price for merchandise of likequality and quantity. Vendor warrants that prices charged to University are based on Vendor’s current catalog orpublished price list of commercial items sold in substantial quantities to the general public.2. PAYMENT – Payment shall be made for items accepted by the University in accordance with this Purchase Orderthat have been delivered to the delivery destinations set forth in this order.3. DISCOUNT – Discount terms must be stated on the invoice. Discounts will be calculated from the date material orthe invoice is received and accepted, whichever is later.4. DELIVERY – The University reserves the right to cancel this order in whole or in part if any shipment ofmerchandise covered hereby is not received by the date specified on Purchase Order. University Purchase OrderNumber must be referenced on all invoices, packing lists, and Bills of Lading.5. QUANTITY – The University’s count will be accepted as final and conclusive on all shipments not accompanied bya packing list. Unless expressly provided for to the contrary on the face of this order, all shipments are to be madeF.O.B. Destination, and the Vendor shall bear all cost for cartage, boxing, or containers as required. Goods shipped tothe University in excess of the quantities specified on the front page of this Purchase Order may be rejected or returnedat Vendor’s expense.6. DELIVERY TIME – Goods shipped to the University in advance of, or after agreed upon delivery schedules maybe rejected or returned at the Vendor’s expense. Time is of the essence.7. INVOICING – Invoices should be emailed to Invoices@arl.psu.edu and must include the Purchase Order Numberand the company name (example: “4200000765 XYZ123 Company”) in the “Subject” line. Should you elect to mailinvoices, send original invoice to The Pennsylvania State University, Applied Research Laboratory, P.O. Box 30, StateCollege, PA 16804-0030. All invoices submitted must include the Purchase Order Number. Invoices should besubmitted no earlier than the day shipment is made. Individual invoices will be issued for each shipment and eachpurchase order and must include the following information -(1) Name and address of the Vendor;(2) Invoice date;(3) Purchase Order number and line item number;(4) Description, quantity, unit of measure, unit price and extended price of the items delivered;(5) Shipping number and date of shipment including the bill of lading number and weight of shipment;(6) Terms of any prompt payment discount offered;(7) Name and address to where payment is to be sent;(8) Name, title, and phone number of person to be notified in the event of a defective invoice; and(9) Invoice number8. IDENTIFICATION –THE UNIVERSITY’S PURCHASE ORDER NUMBER MUST SHOW ON ALLINVOICES, PACKING LISTS, AND BILLS OF LADING.9. COUNTRY OF ORIGIN-- VENDOR MUST SUPPLY COUNTRY OF ORIGIN CERTIFICATE (COO) FOREACH ITEM DELIVERED TO UNIVERSITY. FAILURE TO PROVIDE COO MAY RESULT IN ITEM(S) BEINGRETURNED TO VENDOR AT VENDOR’S EXPENSE AND AT NO CHARGE TO UNIVERSITY.10. RETURN OF UNIVERSITY DATA OR INFORMATION UPON TERMINATION OR EXPIRATION:Upon expiration of a contract or order, or if a contract or order is terminated for any reason, Vendor will (i) deliver tothe University, at no additional cost, a current copy of all University data or information in a readily available format,unless the parties mutually agree on a specific format for delivery, and (ii) if requested by the University in writing,completely destroy or erase all other copies of the University’s information or data in Vendor’s or its agents’possession in any form, including, but not limited to, electronic copies, hard copies, or other memory devices. At theUniversity’s request, Vendor shall certify to the University in writing that is has so destroyed or erased all copies ofUniversity data or information and that Supplier shall not make any further use of any of the University informationor data.21 September 2020 VersionPage 1 of 14

ARL PENN STATEPURCHASE ORDERGENERAL TERMS AND CONDITIONSCONDITIONS:1. ACCEPTANCE OF ORDER – This Purchase Order, when accepted by the Vendor, shall constitute the entirecontract between the University and Vendor as agreed to and shall not be changed, altered, amended, supplemented, orcanceled without the written approval of an authorized “Purchasing Representative” of The Pennsylvania StateUniversity (referred to below as the “University”) as listed on the Purchase Order . Either the Vendor’s writtenacceptance of this order or the shipment of any conforming article or commencement of performance hereunder oracceptance of University's payment, shall constitute acceptance of this contract, and no contrary or additional terms orconditions shall apply. Except as otherwise provided herein, no conditions, usage of trade, course of dealing orperformance, understanding or agreement purporting to modify, vary, explain or supplement the terms and conditionsof this order shall be binding unless hereafter made in writing and signed by the authorized parties. Additional ordiffering terms or conditions proposed by the Vendor in any format or included in Vendor’s acknowledgement hereofshall be deemed a material alteration of this order, are hereby objected to and rejected, and this offer shall be deemedaccepted by Vendor without said additional or different terms. This contract constitutes the entire agreement of theparties.2. INSPECTION/ACCEPTANCE – The Vendor shall only tender for acceptance those items that conform to therequirements of this contract. The University reserves the right to inspect or test any supplies or services that have beentendered for acceptance. The University may require repair or replacement of nonconforming supplies or reperformanceof nonconforming services at no increase in contract price. The University must exercise its post-acceptance rights-- (1)Within a reasonable time after the defect was discovered or should have been discovered; and (2) Before any substantialchange occurs in the condition of the item, unless the change is due to a defect in the item.3. TITLE. – Unless this Purchase Order specifically provides otherwise, title to items furnished under this order shallpass to the University upon acceptance, regardless of when or where the University takes physical possession.4. RISK OF LOSS – Unless this Purchase Order specifically provides otherwise, risk of loss or damage to the itemsprovided under this order shall remain with the Vendor until, and shall pass to the University upon, delivery of theitems to the University at the destination specified on the Purchase Order.5. CHANGES – The University may from time to time, by written instructions or drawings issued to the Vendor, makechanges, issue additional instructions, require additional work, or direct the omission of work previously ordered. Theprovisions of this agreement shall apply to all such written modifications. Any requested increase or decrease in thetotal cost or a change to schedule contained in this Purchase Order must be expressly approved in writing by anauthorized University Purchasing Representative.6. ADDITIONS – No extra work, additions or alterations will be paid for by the University unless performed pursuantto and in accordance with the written Purchase Order of the University.7. CANCELLATIONS – The University may cancel this Purchase Order at any time, giving notice in writing. In theevent of such termination, the Vendor shall immediately stop all work hereunder and shall immediately notify any andall of its suppliers and subcontractors to cease work. An equitable adjustment in price and/or delivery schedule will benegotiated for materials completed or in process at the time of the cancellation notice. The Vendor shall not be paid forany work performed or costs incurred which reasonably could have been avoided. If Vendor cancels this order for anyreason other than the University’s uncured material breach following thirty (30) days’ notice to cure, then Universityshall be entitled to pro-rated refund of all payments made.8. FORCE MAJEURE – Should an event occur beyond the reasonable control of University and Supplier (each a“party”), including but not limited to (1) acts of God, (2) government declarations, (3) war, including armed conflict,(4) strikes or labor disputes (except those involving the employees or agents of the party seeking protection of thisclause), (5) epidemic or pandemic, (6) disaster, (7) civil disorder, (8) curtailment of transportation services or facilitieswhich would materially affect a party’s performance of any of its contractual obligations hereunder, or (9) any othercause reasonably beyond the parties’ control (collectively referred to as “occurrences”), which make performance of aparty hereunder commercially impracticable, illegal, or impossible to fully perform under any agreement or purchaseorder as the parties originally contracted- the affected party shall give notice within five (5) business days of theoccurrence to the other party, stating the period of time the occurrence is expected to continue. The affected party shalluse diligent efforts to end the failure or delay in performance and ensure the effects of the occurrence are minimized.The affected party shall resume the performance of its obligations as soon as reasonably practicable after the removal21 September 2020 VersionPage 2 of 14

ARL PENN STATEPURCHASE ORDERGENERAL TERMS AND CONDITIONSof the cause. In the event that the affected party’s failure or delay remains uncured for a period of seven (7) businessdays’ following written notice given by it under this provision, either party may terminate the applicable agreement orpurchase order upon five (5) business days’ written notice, without liability. All prepaid fees received by the Suppliershall be returned to the University.9. TERMINATION FOR DEFAULT – a) The University may by notice in writing direct Vendor to terminate thisPurchase Order or work under this Purchase Order in whole or in part at any time for breach of any one or more of itsterms. b) In the event of Vendor’s default hereunder, the University may exercise any or all rights accruing to it, both atlaw including those set forth in Article 2 of the Uniform Commercial Code or in equity. The University shall not beliable to the Vendor for any amount for supplies or services not accepted, and the Vendor shall be liable to theUniversity for any and all rights and remedies provided by law. c) Vendor’s obligations under the warranty, patent andconfidentiality provisions of this Purchase Order shall survive such termination. If it is determined that the Universityimproperly terminated this contract for default, such termination shall be deemed a termination for convenience underthe provisions of the Cancellations clause.10. TERMINATION DUE TO LACK OF FISCAL FUNDING – In the event sufficient funds are not appropriatedto the University, or to any one of its departments, to fulfill the requirements of the purchase order, the University mayin its sole discretion, terminate this purchase order, in whole or in part, by giving Vendor written notice thereof. In theevent the University terminates this Purchase Order due to insufficient funds, this Purchase Order shall terminate on thefirst day of the University’s fiscal year for which the funds are not appropriated.11. EXCUSABLE DELAYS – The Vendor shall be liable for default unless nonperformance is caused by anoccurrence beyond the reasonable control of the Vendor and without its fault or negligence such as, acts of God or thepublic enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics,quarantine restrictions, strikes, unusually severe weather, and delays of common carriers. The Vendor shall notify theUniversity in writing as soon as it is reasonably possible after the commencement of any excusable delay, setting forththe full particulars in connection therewith, shall remedy such occurrence with all reasonable dispatch, and shallpromptly give written notice to the University of the cessation of such occurrence.12. WARRANTY AND INSPECTION – Vendor warrants all articles sold and materials and work deliveredhereunder shall be of good quality and merchantable and fit for use for the particular purpose described in this orderand free from any defects and shall at all times be subject to inspection and rejection; but neither the University’sinspection nor failure to inspect or reject shall relieve the Vendor of any obligations hereunder. Such inspection shallnot exclude any warranties in respect to such goods.13. LIENS, CLAIMS AND ENCUMBRANCES – Vendor warrants and represents that all the goods and materialsdelivered herein are free and clear from all liens, claims or encumbrances of any kind.14. SAMPLES – May be requested for inspection and approval prior to manufacture or delivery.15. PATENTS – The Vendor warrants that the material delivered, either alone or in combination with other materials,will not infringe on any patents in the United States or any foreign country, or the intellectual property rights of anythird parties.16. INDEMNIFICATION – The Vendor agrees to indemnify the University and its officers, directors, employees andagents and hold them harmless from and against all liability, loss and expense (including reasonable legal fees) foractual or alleged direct or contributory infringement of, or inducement to infringe, any United States or foreign patent,trademark, copyright, or other intellectual property right arising out of the performance of this order, provided theVendor is reasonably notified of such claims and proceedings. Vendor shall protect, indemnify and save Universityharmless from and against any damage, cost or liability for any or all injuries (including death) to persons or propertyarising from actions, errors, omissions, or negligence of Vendor, its directors, officers, employees, agents, contractorsor subcontractors, however caused including, but not limited to, any defect in material, any defect in services,workmanship, design of any good furnished, patent and/or copyright infringements or violations, and/or failure tofollow or abide by any and all governing laws, ordinances, codes, and regulations. The Vendor shall not enter into anysettlement without the University’s prior written consent, which shall not be unreasonably withheld or delayed. Thisindemnity shall not be limited in any way by a limitation of liability clause or similar in Vendor’s agreement.17. STANDARD INSURANCE REQUIREMENT – The Vendor and any Subcontractor thereof, shall, at its ownexpense, carry and maintain the following insurance or self‐insurance during the term of this Agreement, in amountsnot less than that specified for each type. Such insurance or self‐insurance shall be primary and non-contributory to the21 September 2020 VersionPage 3 of 14

ARL PENN STATEPURCHASE ORDERGENERAL TERMS AND CONDITIONSUniversity’s insurance and self‐insurance coverage. The limits required for the Employers’ Liability, AutomobileLiability and Commercial General Liability coverages may be satisfied through primary insurance or any combinationof primary and umbrella/excess liability insurance as long as the umbrella/excel liability insurance follows the form ofthe primary coverage.Failure to procure, carry, and maintain the following insurance or self‐insurance shall not relieve the Vendor, and anySubcontractor thereof, of any obligation or liability assumed under the Purchase Order, nor of any obligation or liabilityimposed by law. In no event shall the liability of the Vendor be limited to the extent of any insurance or self‐insuranceor the minimum limits required herein. Any self‐insured retentions, deductibles, and exclusions in coverage in theinsurance required shall be assumed by and at the sole risk of the Vendor.All insurance policies except the Worker’s Compensation must contain a waiver of subrogation against the University.The Vendor or its insurers must provide thirty (30) days advanced written notice to the University of any cancellationor material reduction in the required insurance or self‐insurance programs below.All insurance coverages (except those that are self-insured and approved by the University) must be written with aninsurer licensed to conduct business in Pennsylvania and rated not less than A‐ by A. M. Best.In the event the Vendor fails to maintain and keep in force the insurance coverages required, the University shall havethe right to immediately terminate the Agreement without penalty.The insurance requirements shall be subject to University review and approval, on an annual basis, during the term ofthis Purchase Ordera) Workers' Compensation for statutory obligations imposed by workers' compensation and occupationaldisease laws. Employers' Liability insurance shall be provided with limits of not less than 500,000 for eachsubcategory of coverage.b) Automobile Liability insurance (Bodily Injury Liability and Property Damage Liability) for all owned, leased,hired, non‐owned vehicles with limits not less than 1,000,000 Combined Single Limit.c) Commercial General Liability insurance including coverage for bodily injury, property damage, and personalinjury for premises and operations, products and completed operations, contractual liability arising from alloperations written on an occurrence basis with limits not less than 1,000,000, and which must apply toongoing operations. Medical Expense coverage must be written with a limit of not less than 10,000 perperson. “The Pennsylvania State University” must be named as an additional insured.An Insurance Certificate evidencing the above required insurance coverages, limits, primary and noncontributory provisions, the Commercial General Liability additional insured provision, excess following formprovisions, and waiver of subrogation provisions, must be provided to the University, with the CertificateHolder as follows:The Pennsylvania State Universityc/o Risk Management OfficeRider Building – Suite 103227 West Beaver AvenueState College, PA 16801Prior to commencing work, the Vendor must provide a current certificate of insurance meeting the minimum coveragesstated herein to the Purchasing Agent.d) Professional Liability (Errors & Omissions) insurance if professional services are being provided (bylicensed and non-licensed professionals) with limits not less than 1,000,000 per claim, for damages caused byacts, errors, omissions, and negligent acts of Vendor’s employees and agents arising from the performance ofprofessional services.18. BANKRUPTCY – In the event of any proceedings in bankruptcy or insolvency by or against the Vendor, or in theevent of the appointment (with or without the Vendor’s consent) of an assignee for the benefit of creditors, or of areceiver, the University may cancel this order for default.19. PENNSYLVANIA LAW – Performance of this order and all other matters pertaining thereto shall be governed bythe laws of the Commonwealth of Pennsylvania, United States of America, without reference to its conflict of law21 September 2020 VersionPage 4 of 14

ARL PENN STATEPURCHASE ORDERGENERAL TERMS AND CONDITIONSprovisions.20. DISPUTE RESOLUTION – Any and all claims, disputes or controversies arising under, out of, or in connectionwith this Purchase Order, shall be reduced to writing, and communicated to the other party pursuant to the noticessection hereof. Each party shall appoint a representative to attempt to amicably negotiate a resolution thereof. If therepresentatives of the parties have not been able to resolve the dispute within fifteen (15) business days after formalnotification of the dispute hereunder, the parties shall have the right to pursue any other remedies legally available toresolve such dispute in either the Courts of the Common Pleas of Centre County of Pennsylvania or in the United StatesDistrict Court for the Middle District of Pennsylvania, to whose jurisdiction for such purposes the University andVendor each hereby irrevocably consents and submits. Notwithstanding the foregoing, nothing in this Article shall beconstrued to waive any rights or timely performance of any obligations existing under this order. The Vendor shallproceed diligently with performance of this order, pending final resolution of any dispute arising under the PurchaseOrder.21. TAXES – The University is exempt from all Federal Excise Taxes. The Pennsylvania State University is aninstrumentality of the Commonwealth of Pennsylvania, and as such, is exempt from Pennsylvania Sales and Use Tax.22. ASSIGNMENT – This Purchase Order, and all obligations hereunder, including provisions of monies due underthis order, shall only be assignable with prior written consent of University23. ORDER OF PRECEDENCE. – Any inconsistencies in this order shall be resolved by giving precedence in thefollowing order: (1) These Terms and Conditions, (2) the schedule of supplies/services, exclusive of appendices,specifications, plans of this Purchase Order, (3) appendices, (4) specifications, (5) plans, (6) other documents, exhibits,and attachments of this Purchase Order. Vendor shall immediately bring any inconsistencies to the attention of theUniversity in writing.24. BACKGROUND CHECK REQUIREMENTS - POLICY HR99 - Any Vendor doing work on Universitypremises, or to represent the University at non-University locations, must certify that they have read University PolicyHR99 and have complied with all relevant aspects as found on the followingwebsite: https://policy.psu.edu/policies/hr99.By accepting this purchase order, Vendor certifies that all employees, subcontractors, or volunteers who will work onUniversity premises have successfully passed a background check that meet or exceed the University’s standards forthe type of work being performed as specified in the University policy.In addition to the background checks, all individuals, including the employees of any subcontractors engaged by yourfirm to work on awarded project are required to self-disclose criminal arrests and/or convictions as outlined in the PSUArrest and Conviction self-disclosure form within a 72 hour period of their occurrence. The self-disclosure form withthe listing of convictions that must be reported can be found through a link within University Policy HR99 BackgroundCheck Process: https://policy.psu.edu/policies/hr99.All disclosures from the background checks and self-disclosure requirement are to be reported to the Penn State Officeof Human Resources (814/865-6247).Criminal convictions will be reviewed with respect to the nature and gravity of the offense(s); time since conviction;completion of sentence or any other remediation; relevance to the position for which the employee is engaged; anddiscrepancies between the background check and what the employee self-reported.Failure to comply with the background check and self-reporting requirements will be considered a breach of contractand grounds for termination of the awarded contract.25. CHILD ABUSE REPORTING REQUIREMENTS - POLICY AD72 - All University employees, volunteers,and independent contractors, who in the course of their business, have reasonable suspicion of child abuse are requiredto make a report as outlined in University Policy AD72 https://policy.psu.edu/policies/ad72.26. RIGHT TO AUDIT – The Vendor is responsible for keeping accurate and reasonable records related to itsperformance and obligations under this order. In particular, records will be kept documenting any price, cost orbudget computations required under the order. The Vendor agrees that the University or its duly authorizedrepresentative has the right to audit any directly pertinent books, documents, papers and records related to transactionsand/or performance of the terms and conditions of the order. The Vendor shall make available to the University or itsagents all such records and documents for audit on the Vendor’s premises during regular and reasonable working21 September 2020 VersionPage 5 of 14

ARL PENN STATEPURCHASE ORDERGENERAL TERMS AND CONDITIONShours. The Vendor further agrees to disclose within 90 days of receipt any independent auditors’ reports, which beardirectly on the performance or administration of this order.The right to audit shall include periodic examinations of records throughout the term of the order and for a period of 3years after its termination, or longer if required by law. The right to audit shall also apply to agents and subcontractorshired by the Vendor for the purpose of fulfilling the order. Subcontractors retained by the Vendor on a “cost-plus”basis shall electronically submit invoices of incurred costs on a quarterly basis. The University shall recoup the costsof the audit if the audit detects overcharges that reach or exceed .5 percent of the total order billings. In the eventovercharges are detected, Vendor shall repay the University for the costs of the audit and any overcharges bysubmitting a refund and/or credit to ARL Penn State Purchasing Office within thirty (30) days following said audit.The requirements of this provision shall not apply to any portion of an overcharge that is the subject of a good-faithdispute between the University and Vendor.27. SUSPECT COUNTERFEIT ITEMS - Suspect/counterfeit items or services are a serious concern to theUniversity because they present a potential threat to personal safety, equipment and system reliability and/orcompliance with regulatory environmental standards. Failure of a safety or mission critical system due to a SuspectCounterfeit Item(s) could also have security implications at DoD facilities. Notwithstanding other warranty provisionsof this Order, Vendor expressly warrants that all items provided under this Order are suitable for the intended orspecified use and that no suspect or counterfeit items, component parts or materials have been furnished or deliveredto the University under this Order. Unless otherwise specified in this order, the Vendor shall purchase directly fromproduct manufacturers or authorized manufacturer distributors.Vendor’s warranty also extends to labels and/or trademarks or logos affixed, or designed to be affixed, to itemssupplied or delivered to the University. In the event that a suspect or counterfeit item, as defined herein, is identifiedand/or delivered to the University, Vendor agrees to comply with all requirements stated in this Clause.DefinitionsSuspect Item: A suspect item is an item of which there is an indication by visual inspection, testing, or other verifiableinformation, that the item may not conform to established U.S. Government or industry-accepted specifications andnational consensus standards.Counterfeit Item: A counterfeit item is one that has been copied or substituted without legal right or authority or whosematerial, performance, or characteristics have been misrepresented by the vendor, supplier, distributor, or manufacturer.Vendor shall only provide items and services that meet or exceed all requirements specified in this Order includingverifiable compliance with all applicable quality, safety and manufacturing standards including all U.S. Governmentor industry-accepted specifications and national consensus standards. Examples of such standards include, but are notlimited to: Underwriter's Laboratory (UL) Listing, National Fire Protection Association (NFPA), Standard ofMechanical Engineers (ASME), Institute of Electrical and Electronics Engineers (IEEE), Occupational Safety andHealth Act (OSHA), American Society for Testing Material (ASTM), Nationally Recognized Testing Laboratory(NRTL), etc.Additional detailed information is available at the Department of Energy (DOE) Training Manual onSuspect/Counterfeit AwarenessVendor shall have a quality assurance program that detects and prevents suspect/counterfeit items from beingfurnished or used in the performance of work under this Order. If requested by the University, Vendor shall furnish acertificate of compliance with delivery stating that all items fully comply with all requirements of this Order.The Vendor may choose to identify to the University certifications held to applicable standards such as ISO/IEC20243, Mitigating Maliciously Tainted and Counterfeit products or other similar standards, to satisfy this contractrequirement. This can be completed by sending the certification to the ARL Penn State Purchasing Manager atPurchasing@arl.psu.edu.In the event that the Vendor identifies or suspects that a suspect/counterfeit item may have been delivered under thisOrder, Vendor shall immediately notify the University Purchasing Agent. Vendor shall document and provide allavailable information regarding any item or service furnished under this Order that is suspected to be asuspect/counterfeit item, component, subcomponent part or material. The University shall impound the item(s). TheVendor may be required to replace such item(s) with item(s) acceptable to the University and shall be liable for all21 September 2020 VersionPage 6 of 14

ARL PENN STATEPURCHASE ORDERGENERAL TERMS AND CONDITIONScosts relating to the impoundment, removal, and replacement of the item(s). Vendor shall indemnify the University, itsagents, and third parties for any financial loss, injury, or property damage resulting directly or indirectly from material,components, or parts that are not genuine, original, and unused, or not otherwise suitable for the intended purpose.This includes, but is not limited to, materials that are defective, suspect, or counterfeit; materials that have beenprovided under false pretenses; and materials or items that are materially altered, damaged, deteriorated, degraded, orresult in product failure.Detection of any or suspect/counterf

GENERAL TERMS AND CONDITIONS 21 September 2020 Version Page 1 of 14 TERMS: 1. PRICE – If no price is specified herein, charges shall not exceed Vendor’s standard price for merchandise of like quality and quantity. Vendor warrants that prices charged to University are based on Vendor

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