PURCHASE ORDER TERMS AND CONDITIONS
PURCHASE ORDER TERMS AND CONDITIONSTABLE OF CONTENTSARTICLESArticle 1.Article 2.Article 3.Article 4.Article 5.Article 6.Article 7.Article 8.Article 9.Article 10.Article 11.Article 12.Article 13.Article 14.Article 15.Article 16.Article 17.Article 18.Article 19.Article 20.Article 21.Article 22.Article 23.Article 24.Article 25.Article 26.Article 27.Article 28.Article 29.Article 30.Article 31.Article 32.Article 33.Article 34.PAGE NO.DEFINITIONS . 2STATEMENT OF WORK . 2WEB BASED TOOLS . 2PURCHASE ORDER TYPE/FEE . 2RESERVED . 2FUNDING AND LIMITATION OF COST/FUNDS . 2RESERVED . 3INVOICING INSTRUCTIONS AND PAYMENT . 3DELIVERIES OR PERFORMANCE . 4DESCRIPTION/SPECIFICATIONS. 4POINTS OF CONTACT . 5PREPARATION FOR DELIVERY . 5HOLIDAYS . 6TRAVEL . 6OTHER DIRECT COSTS . 6PERIOD OF PERFORMANCE . 7SECURITY/SAFETY REQUIREMENTS . 7ORGANIZATIONAL CONFLICT OF INTEREST . 8GOVERNMENT PROPERTY . 8NON SOLICITATION AGREEMENT . 8ASSIGNMENT OF AGREEMENT . 8WAIVER OF AGREEMENT . 8TERMINATION/DEFAULT . 9INSURANCE . 9RELATIONSHIP OF THE PARTIES . 11WARRANTIES . 11DISPUTES . 12CONFIDENTIALITY . 13ORDER OF PRECEDENCE . 13SUPERSEDING EFFECT . 13GOVERNING LAWS . 14BUSINESS COSTS . 14CYBERSECURITY, ITAR/EAR AND FCPA REGULATIONS . 14EQUAL EMPLOYMENT OPPORTUNITY . 15LIST OF ATTACHMENTSAttachment A-1:Attachment A-2:Attachment B:FAR/DFAR Clauses for Commercial ItemsFAR/DFAR Clauses for Non-Commercial Firm Fixed PriceEqual Opportunity Clauses1
Article 1.DEFINITIONSWhere appropriate, any references contained in these Terms andConditions or within any Attachments with the term “Government” shallmean Buyer, “Contractor” shall mean Seller, and “Contract” shall meanPurchase Order. The terms “Government” or “Contracting Officer” do notchange: (i) when a right, act, authorization, or obligation can be grantedor performed only by the Government, (ii) when access to proprietaryfinancial information or other proprietary data is required, (iii) when titleto property is to be transferred directly to the Government.Article 2.STATEMENT OF WORKThe Purchase Order will incorporate a Statement of Work as applicable.Article 3.WEB BASED TOOLSPurchase Order for services shall maximize the use of web-enabled toolsfor management. This includes, but is not limited to: Requests forProposals, Proposal submission, Bid/no-bid decisions, Purchase Orderawards and modification, Condition Reports, Status reporting, andFinancial reporting.User accounts and detailed posting requirements will be provided by theBuyer upon award.Article 4.PURCHASE ORDER TYPE/FEEThe Seller shall provide services and/or material in accordance with theStatement of Work determined by individual Task/Purchase Orders or asdetailed on the Purchase Order. The type of Task/Purchase Order shall beFirm Fixed Price.The prices of the supplies and services offered by the Seller shall includeall applicable Federal, state, and local taxes.The Buyer shall not pay the Seller any amount greater than the fundinglimitation notated per Purchase Order Line Item.Article 5.RESERVEDArticle 6.FUNDING AND LIMITATION OF COST/FUNDSFunding. The Purchase Order ceiling value represents the total potentialvalue. The Buyer shall not pay the Seller any amount greater than thefunding limitation notated per Purchase Order Line Item.Services – Limitation of Funds/Costs. The Seller will notify the Buyer inwriting whenever it has reason to believe that the costs that the Sellerexpects to incur will exceed 75% of each authorized Purchase Order line2
item funded amount. The notification shall be in accordance with FederalAcquisition Regulation (“FAR”) 52.232-20, Limitation of Cost or FARClause 52.232-22, Limitation of Funds. The Buyer is not obligated toreimburse the Seller for any costs incurred in excess of the amountspecified on the Purchase Order award.Article 7.RESERVEDArticle 8.INVOICING INSTRUCTIONS AND PAYMENTA.Invoices/vouchers shall be submitted not more frequently thanonce per month covering the amount claimed to be due for servicesrendered and costs incurred hereunder. They will be submitted notlater than 10 days after the service is performed. Invoices formaterial shall be submitted when the item has been received,inspected, and accepted.B.Invoices shall be submitted to:Prism Maritime LLC1416 Kelland Drive, Suite BChesapeake, VA 23320Attn: Accounts Payableor via email to AccountsPayable@PrismMaritime.comSeller shall not send duplicate invoices via facsimile and/or U.S.mail.C.Invoices/vouchers will contain the following information:1.2.3.4.5.6.7.8.Purchase Order NumberDelivery Order Number, if applicableDate of InvoiceInvoice Period of PerformanceInvoice or Voucher NumberPurchase Order ValueInvoice per Purchase Order Line ItemAdditional information as requestedIf submitting partial invoices, the last invoice will be identified asthe “Final Voucher”.C.Payment terms are ten (10) working days after Buyer receivespayment from the Government for Seller's work, or as detailed onthe Purchase Order.D.All payments made under the Purchase Order will be mailed to theaddress provided by the Seller.3
Article 9.DELIVERIES OR PERFORMANCEA. Task/Performance under this Purchase Order within the overall periodof performance as set forth in Article 12 below and under the funds (ifapplicable) allotted hereto.B. In the event it becomes necessary to transmit classified matter by mail,the transmittal shall be in accordance with DoD (DD 522.22-M)National Industrial Security Program Operations Manual (NISPOM).C. Buyer is the primary Point of Contact (POC) for the effort under thePrime Contract.If the Customer contacts the Seller directlyconcerning any aspect of the Prime Contract including specificallywork under this Purchase Order, the Seller will coordinate with theBuyer prior to responding to such communications. Buyer shall not beliable for any work performed at the direction of the Customer whichexceeds the Statement or Work and/or Purchase Order under thisPurchase Order. In no event shall the Seller contact the Customer'sTechnical or Contractual Representatives without prior consent fromthe Buyer’s Representatives.D. Notwithstanding provisions contained elsewhere, Buyer’s ContractualPoint of Contact is the only person authorized to approve changes inany of the requirements of this Purchase Order. In the event the Sellereffects any change at the direction of any person other than theBuyer’s Contractual Point of Contact, the change will be considered tohave been made without authority and no adjustment will be made inthe Purchase Order price to cover any increase in charges incurred as aresult thereof.Article 10.DESCRIPTION/SPECIFICATIONSA.REQUIRED STANDARD OF WORKMANSHIPUnless otherwise stated in the Purchase Order or Statement ofWork, work shall conform to the applicable NAVSEA StandardItems in effect at the time of Purchase Order award, and theGeneral Specifications for Surface Ship Overhaul (GSO) 2016(applicable to overhaul work on surface ships). Unless otherwisespecifically provided in the Purchase Order, the quality of allservices/products shall conform to the requirements of thePurchase Order and Statement of Work. All services shall berendered by or supervised directly by individuals fully qualifiedin the relevant profession, trade or field, holding any licensesor certifications required by the government or individual4
worksite facility; specific license/certification requirements shall bedetailed in the Statement of Work.B.DELIVERY OF DATATime and delivery of data is specified per Task/Purchase Order orPrism’s Technical Manager.Article 11.POINTS OF CONTACTCONTRACT ADMINISTRATIONTECHNICAL LIAISONBuyer:Signatory on Purchase OrderPrism Maritime LLC1416 Kelland Dr. Suite B757-460-8800Per SOWPrism Maritime LLC1416 Kelland Dr, Suite B757-460-8800Article 12.PREPARATION FOR DELIVERYA.PACKAGED ITEMSStore, Package and ship required materials (including hazardousmaterials) in accordance with federal, state and local laws andregulations.All unclassified data to be shipped shall be prepared for shipmentin accordance with best commercial practice.Classified reports, data, and documentation shall be prepared forshipment in accordance with National Industrial Security ProgramOperating Manual (NISPOM), DOD 5220.22-M dated 28 February2006.B.PLACE OF DELIVERYAll data items to be delivered under this Purchase Order shall bedelivered, transportation charges paid by the Seller, to:See Purchase Order5
Article 13.HOLIDAYS(a) Federal Holidays shall be observed as follows:Name of HolidayNew Year’s DayMartin Luther King’s BirthdayPresidents DayMemorial DayIndependence DayLabor DayColumbus DayVeteran’s DayThanksgiving DayChristmas DayEARLY DISMISSAL AND CLOSURE OF GOVERNMENTFACILITIES – As approved by Buyer.(b) If any of the above holidays occur on a Saturday or a Sunday, thensuch holiday shall be observed by the Seller in accordance with thepractice as observed by the assigned Government employees at the usingactivity.(c) If the Seller is prevented from performance as the result of anExecutive Order or an administrative leave determination applying to theusing activity, such time may be charged to the Purchase Order as directcost provided such charges are consistent with the Seller’s accountingpractices.(d) This Purchase Order does not allow for payment of overtime duringthe normal workweek for employees who are not exempted from the FairLabor Standards Act unless expressly authorized by the Buyer. UnderFederal regulations the payment of overtime is required only when anemployee works more than 40 hours in a normal week period.Article 14.TRAVELTravel shall be incurred and invoiced in strict accordance with the terms ofthis Purchase Order and in compliance with FAR Part 31.205-46.Article 15.OTHER DIRECT COSTSMaterial limitation amount as specified in individual Purchase Order.All Other Direct Costs shall be incurred and invoiced in strict accordancewith the terms of this Purchase Order and in compliance with FARSubpart 31.205.6
Article 16.PERIOD OF PERFORMANCEThe Period of Performance shall be the date determined per individualStatement of Work/Purchase Order.Article 17.SECURITY/SAFETY REQUIREMENTSA. SECURITYThe Seller will ensure that their personnel comply with all applicableDoD, DoN, NAVSEA, and local Navy Installation security instructions,policies, procedures and guidance both on and off Government property atremote sites or travel destinations, to include following proper check-inand check-out procedures of all contractor personnel occupyingGovernment facilities or otherwise requiring physical access. All CAC orEntry Badges will be returned promptly upon employee separation ortermination/completion of task order.The Seller shall comply with all applicable DoD, DoN, NAVSEA, andlocal Navy Installation Safety instructions, policies, procedures andguidance while on and off Government property, remote sites or traveldestinations. The Seller shall request clarification of safety proceduresand guidance from the Buyer in any case where ambiguity or confusionmay arise. All unsafe working conditions shall be reported immediately.This effort shall be deemed unclassified.B. SAFETYPeriodically the Government may conduct Anti-Terrorism ForceProtection (AT/FP) and/or safety security exercises which may require theSeller to adjust its work schedule and/or place of performance toaccommodate execution of the exercise. The Seller will be required towork with the Buyer to adjust work schedules and/or place of performancein the case of an exercise that causes disruption of normally scheduledwork hours, or disruption of access to a government facility. The PurchaseOrder does not allow for payment of work if schedules cannot be adjustedand/or the work cannot be executed remotely (i.e., the subcontractor'sfacility or alternate non-impacted location), during an exercise whengovernment facilities are inaccessible.The Seller shall request clarification of security and safety procedures andguidance from the Buyer in any case where ambiguity or confusion mayarise. All unsafe working conditions shall be reported immediately.7
Article 18.ORGANIZATIONAL CONFLICT OF INTERESTSeller represents and warrants that this Agreement does not currentlypresent a perceived, actual, or potential Organizational Conflict of Interestin accordance with FAR Part 9.5Article 19.GOVERNMENT PROPERTYGovernment Property provided to or acquired by the Seller as authorizedin writing by the Buyer is subject to the provisions of the FAR regulatingGovernment Property to include FAR PART 45, FAR Clause 52.245-1,and DFAR Part 245.The Seller shall establish and maintain adequate control records for allGFE/GFM.Article 20.NON SOLICITATION AGREEMENTDuring the period of performance of this Purchase Order and for a periodof one (1) year following the termination of this Purchase Order, neitherparty hereto shall directly solicit for-hire nor knowingly allow itsemployees to directly solicit for hire any employee of the other associatedwith the performance of this Purchase Order. This shall not precludeemployees of either party from responding to job postings published forthe general public in newspapers or websites by either party.Article 21.ASSIGNMENT OF AGREEMENTSeller may not assign or otherwise transfer in whole or in part thisPurchase Order without the express prior written consent of the Buyer,which consent will not unreasonably be withheld. The foregoing shall notapply in the event the Buyer changes its corporate name or merges withanother corporation, however, Buyer shall promptly notify Seller of anysuch activity. The agreement to assignment shall not release either partyfrom liability.Article 22.WAIVER OF AGREEMENTThis Purchase Order shall not be amended or modified, nor shall anywaiver of any right hereunder be effective unless set forth in a documentexecuted by duly authorized representatives of both the Buyer and theSeller. The waiver of any breach of any term, covenant, or conditionherein contained shall not be deemed to be a waiver of such term,covenant, or condition or any subsequent breach of the same or any otherterm, covenant, or condition herein contained.If any part, term, or provision of this Purchase Order shall be held void,illegal, unenforceable, or in conflict with any law of a federal, state orlocal Government having jurisdiction, the validity of the remaining portionor provisions shall not be affected thereby.8
Article 23.TERMINATION/DEFAULTThe following clauses are hereby incorporated in this Purchase Order as ifset forth in full text. The Buyer may terminate performance of work underthis Purchase Order, in whole or in part, at Buyer’s sole discretion. Theapplicable clause shall be applied based on the Purchase Order typedetailed in the award and read in accordance with Article 1:ClauseFAR 52.249-2NameTermination forConvenience (FixedPrice)VersionAPR 2012FAR 52.249-4Termination forConvenience(Services) (ShortForm)Default (Fixed PriceSupply and Service)APR 1984FAR 52.249-8Article 24.APR 1984Modified as follows: In Paragraph (c), insert “90days” in place of “120 days”and “90-day period” in placeof “120-day period” In Paragraph (e), insert “9months” in place of “1 year”and “9-month period” in placeof “1-year period”N/AIn Paragraph (a)(2), insert “5days” in place of “10 days”INSURANCEA.INSURANCEThe Seller, at the Seller’s expense, shall maintain, at all times, during theterm of this Purchase Order, the types of insurance and minimum amountsset forth below:1. General Liability – Coverage shall be written with limits not less than 1,000,000 per occurrence and 2,000,000 in the aggregate. This shallinclude coverage for third party bodily injury and property damage,personal injury, products and completed operations, contractualliability, and independent contractors’ liability.2. Automobile Liability – Coverage shall be written for any auto, hiredauto, and non-owned auto utilized in performance with limits not lessthan 1,000,000 per occurrence combined single limit, for bodilyinjury, and property damage liability.3. Workers Compensation and Employer’s Liability - Coverage shallcomply with the obligations imposed by the laws of the state wherework will be performed. Where applicable, coverage of US Longshore9
and Harbor Workers’ Compensation Act (USL&H), the Jones Act,with limits not less than 1,000,000 per each accident, each employeeby disease, and each occurrence.4. Waiver of Subrogation – Seller shall have policy endorsed to waivethe insurer’s rights of subrogation in favor of Buyer (Prism MaritimeLLC).5. Additional Insured – Seller shall have Buyer (Prism Maritime LLC)named as Additional Insured.The Seller shall provide a copy of their Certificate of Insurance prior tothe start of work that complies with the aforementioned thresholds.B.LIMITATION OF LIABILITYBuyer’s total liability to Seller and all liabilities arising out of or related tothis Purchase Order, from any cause or causes, and regardless of the legaltheory, including breach of contract, warranty, negligence, strict liability,or statutory liability, shall not, in the aggregate, exceed the amounts paidto Seller under the Purchase Order at issue.In no event shall the Buyer be liable for any special, indirect, incidental,consequential, or eco
1. Purchase Order Number 2. Delivery Order Number, if applicable 3. Date of Invoice 4. Invoice Period of Performance 5. Invoice or Voucher Number 6. Purchase Order Value 7. Invoice per Purchase Order Line Item 8. Additional information as requested If submitting partial invoices, th
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