Terms of Purchase

The following terms shall be applicable to ADS purchase orders:

Acceptance

Commencement of performance pursuant to this Purchase Order constitutes acceptance hereof by Vendor. If delivery dates cannot be met, inform ADS in writing not later than two days from the date hereof of the Vendor’s best possible delivery for acceptance.

Assignment

Vendor shall not delegate any duties, nor assign any rights or claims under this Purchase Order without prior written consent of ADS, and any such attempted delegation or assignment shall be void.

Binding Effect

This Purchase Order and the acceptance thereof shall be a contract made in the Commonwealth of Virginia and governed by the laws thereof.

Date of Delivery

Time is of the essence of this Purchase Order. If deliveries are not made on the dates specified, ADS reserves the right to cancel or to purchase elsewhere, holding Vendor accountable for increased costs.

Drop Ship Discrepancy

Vendor has not complied with ADS shipping address instructions on the purchase order. The vendor has shipped to an ADS address rather than the required customer drop ship address. This results in a delay in the items reaching the ADS Customer and in excess freight costs to ADS. Depending on the severity of the discrepancy either a standard charge back will be initiated or “actual freight incurred” will be charged. Severity is determined by ADS and is dependent upon the quantity, mode of transportation, distance and excess freight costs incurred by ADS.

Evidence of Shipment

Vendor shall forward to ADS, with the invoice, the express receipt or bill of lading, signed by the carrier, evidencing the fact that shipment has been made and received by ADS or ADS customer.

Freight Discrepancy

Vendor has not complied with ADS shipping instructions stated on the purchase order. The vendor has shipped the items in a manner that results in excess freight and handling costs to ADS.

ADS will initiate a Vendor Chargeback form. Depending on the severity of the discrepancy, either a standard charge back will be initiated or “actual freight incurred” will be charged.

Severity is determined ADS and is dependent upon the quantity, mode of transportation, distance and excess freight costs incurred by ADS.

Inspection of Goods

Final inspection shall be by ADS or ADS customer. Materials rejected, as not conforming to this Purchase Order, shall be returned at Vendor’s expense, including transportation and handling costs.

Declared Value/Insurance

ADS, Inc. has its own cargo insurance policy. Therefore, DO NOT DECLARE the value or insure ADS’s shipments in excess of the carrier’s stated standard liability without authorization. If value is declared without prior ADS authorization, the supplier may be debited for the excess valuation charges.

Prices and Payment

Prices are FOB shipping origin and payment net 30 days upon evidence of satisfactory receipt and acceptance by ADS or ADS customer.

Quantities

Shipments must equal exact amounts ordered unless otherwise agreed to by ADS.

Restocking Fees

ADS shall not be liable for any restocking fees or like charges without prior written consent of ADS.

Shipment of Goods

Follow all shipping instructions sent with each ADS purchase orders.  No more than one shipment per week unless authorized by your ADS Buyer.

Taxes

Except as may be otherwise provided in this Purchase Order, the contract price includes all applicable federal, state, and local taxes in effect on the date of this Purchase.

Vendor’s Warranties

Vendor warrants all products or materials delivered hereunder to be free from defect in material or workmanship and to conform strictly to the specifications, drawings, or sample specified or furnished. This warranty shall survive any inspection, delivery, acceptance of, or payment by ADS for the products or materials or services.

Equal Employment / Affirmative Action

Notification of Equal Employment Opportunity Affirmative Action Obligations

As part of ADS Inc.’s compliance with federal Equal Employment Opportunity and Affirmative action regulations, we hereby notify all vendors that ADS Inc. is an equal opportunity employer that makes employment decisions without regard to race, religion, color, national origin, citizenship, sex, sexual orientation, gender identity, veteran’s status, age, or disability status and that ADS Inc. takes affirmative steps to employ and advance in employment qualified protected veterans and qualified individuals with disabilities. ADS Inc. further notifies all vendors that, as an entity supplying goods and/or services to ADS Inc., your organization may be subject to, and required to take action pursuant to, the following laws and accompanying regulations.

  • Executive Order 11246 (and it’s implementing regulations at 41 C.F.R. part 60);
  • The Vietnam Era Veterans Readjustment Assistance Act of 1974, as amended (and its implementing regulations at 41 C.F.R. 60-300); and,
  • Section 503 of the Rehabilitation Act of 1973, as amended (and its implementing regulations at 41 C.F.R. 60-741); and,
  • Executive Order 13496 (and its implementing regulations at 29 C.F.R. part 471, Appendix A to Subpart A0.

The equal employment opportunity clauses within each of the above regulations, as applicable, are included by reference in all contracts between ADS Inc. and all our vendors.

Clauses Incorporated by Reference

In the event the goods, deliverables and/or services covered by a Purchase Order are to be used in whole or in part for the performance of Federal Government contracts, including but not limited contracts with the Defense Supply Center Philadelphia, governed by specific rules and regulations of the Federal Government, the following clauses are incorporated herein by reference and shall predominate in the event of conflict with any other provision of this Purchase Order unless specifically noted.

The referenced clauses are set forth or referred to in the FAR and DoD Supplement to the FAR (DFAR). In order to make the context of these clauses applicable to this Purchase Order, the term “Contractor” in all such clauses shall mean “Seller” or “Vendor”, the term “Contract” in all such clauses shall mean this “Purchase Order”, and the term “Contracting Officer” shall mean “Buyer” unless otherwise specified. The terms “Government” and “Contracting Officer” do not change (1) in the phrases “Government Property,” “Government-Owned Property,” “Government Equipment,” “Government-Furnished Property,” and “Government-Owned Equipment;” (2) when a right, act, authorization, or obligation can be granted or performed only by the Government or the Prime Contract Contracting Officer or his duly authorized representative; (3) when access to proprietary financial information or other proprietary data is required; (4) when title to property is to be transferred directly to the Government; (5) where specifically modified as noted below; and (6) in FARs 52.227-14, 52.227-19, 252.227-7013, 252.227-7014, 252.227-7015, and 252.227-7016. The full text of Federal Acquisition Regulation (FAR) clauses can be found at http://acquisition.gov/comp/far/index.html. The full test of Department of Defense FAR Supplement (DFARS) clauses can be found at http://www.acq.osd.mil/dpap/dars/dfarspgi/current/index.html.

In the event that this Purchase Order is subject to the provisions of DFARS 252.225-7012 or any other similar regulation or requirement, Vendor agrees that ADS personnel may enter upon it facilities to perform an inspection and audit to verify compliance such provisions. ADS shall provide at least three business day’s prior notice of the date ADS intents to perform the inspection and audit.

FAR Clauses

52.203-6 RESTRICTIONS ON SUBCONTRACTOR SALES TO THE GOVERNMENT (Jul 1995) (applicable if over $100,000)

52.203-13 CONTRACTOR CODE OF BUSINESS ETHICCS AND CONDUCT (Dec 2008) (Pub. L. 110-252, Title VI, Chapter 1 (41 U.S.C. 251 note).

52.219-8 UTILIZATION OF SMALL BUSINESS CONCERNS (May 2004)

52.219-9 SMALL BUSINESS SUBCONTRACTING PLAN (Jul 2005) (not applicable to small business concerns)

52.222-26 EQUAL OPPORTUNITY (Apr 2002) (only paragraphs (b)(1) through (b)(11) are applicable)

52.222-35 EQUAL OPPORTUNITY FOR SPECIAL DISABLED VETERANS, VETERANS OF THE VIETNAM ERA, AND OTHER ELIGIBLE VETERANS (Dec 2001) (applicable if over $25,000)

52.222-36 AFFIRMATIVE ACTION FOR WORKERS WITH DISABILITIES (Jun 1998) (applicable if over $10,500) (paragraph (b)(2) is revised to delete “and provided by or through the Contracting Officer” and insert “and provided upon request by the Contracting Officer through the Buyer’s Purchasing Representative”)

52.222-37 EMPLOYMENT REPORTS ON SPECIAL DISABLED VETERANS, VETERANS OF THE VIETNAM ERA, AND OTHER ELIGIBLE VETERANS (Dec 2001) (applicable if over $25,000)

52.222-39 NOTIFICATION OF EMPLOYEE RIGHTS CONCERNING PAYMENT OF UNION DUES OR FEES (Dec 2004) (applicable if over $100,000)

52.222-41 SERVICE CONTRACT ACT OF 1965, AS AMENDED (Jul 2005) (applicable if over $2,500 and Act applies)

52.222-50 Combating Trafficking in Persons (Aug 2007) (22 U.S.C. 7104(g)). Flow down required in accordance with paragraph (f) of FAR clause 52.222-50.

52.222-51 Exemption from Application of the Service Contract Act to Contracts for Maintenance, Calibration, or Repair of Certain Equipment-Requirements (Nov 2007) (41 U.S.C. 351, et seq.).

52.222-53 Exemption from Application of the Service Contract Act to Contracts for Certain Services-Requirements (Nov 2007) (41 U.S.C. 351, et seq.).

52.222-54 EMPLOYMENT ELIGIBILITY VERIFICATION (Jan 2009)

52.225-1 BUY AMERICAN ACT-SUPPLIES (Jun 2003)52.225-15 SANCTIONED EUROPEAN UNION COUNTRY END PRODUCTS (Feb 2000)

52.226-6 PROMOTING EXCESS FOOD DONATION TO NONPROFIT ORGANIZATIONS (Mar 2009) (Pub. L. 110-247). Flow down required in accordance with paragraph (e) of FAR clause 52.226-6

52.227-14 RIGHTS IN DATA—GENERAL (Jun 1987)

52.227-19 COMMERCIAL COMPUTER SOFTWARE—RESTRICTED RIGHTS (Jun 1987)

52.228-3 WORKERS’ COMPENSATION INSURANCE (DEFENSE BASE ACT) (Apr 1984)

52.228-5 INSURANCE – WORK ON A GOVERNMENT INSTALLATION (Jan 1997)

52.233-3 PROTEST AFTER AWARD (Aug 1996)

52.244-6 SUBCONTRACTS FOR COMMERCIAL ITEMS (Feb 2006)

52.246-2 INSPECTION OF SUPPLIES – FIXED PRICE (Aug 2006)

52.247-64 PREFERENCE FOR PRIVATELY OWNED U.S.-FLAG COMMERCIAL VESSELS (Feb 2006)

52.249-1 Termination for Convenience of the Government (Fixed-Price) (Short Form) (Apr 1984)

52.249-2 Termination for Convenience of the Government (Fixed-Price) (May 2004)

DFAR Clauses

252.203-7001 PROHIBITION ON PERSONS CONVICTED OF FRAUD OR OTHER DEFENSE-CONTRACT-RELATED FELONIES (Dec 2004) (applicable if over $100,000)

252.204-7000 DISCLOSURE OF INFORMATION (Dec 1991)

252.211-7000 ACQUISITION STREAMLINING (Dec 1991) (applicable if over $1,000,000)

252.223-7006 PROHIBITION ON STORAGE AND DISPOSAL OF TOXIC AND HAZARDOUS MATERIALS (Apr 1993)

252.225-7001 BUY AMERICAN ACT AND BALANCE OF PAYMENTS PROGRAM (Jun 2005)

252.225-7003 REPORT OF INTENDED CONTRACT PERFORMANCE OUTSIDE THE UNITED STATES AND CANADA—SUBMISSION WITH OFFER (Jun 2005) (applicable if over $500,000)

252.225-7004 REPORT OF INTENDED CONTRACT PERFORMANCE OUTSIDE THE UNITED STATES AND CANADA—SUBMISSION AFTER AWARD (Jun 2005) (applicable if over $500,000)

252.225-7006 QUARTERLY REPORTING OF ACTUAL CONTRACT PERFORMANCE OUTSIDE THE UNITED STATES (Jun 2005) (applicable if over $500,000)

252.225-7009 DUTY-FREE ENTRY-QUALIFYING COUNTRY END PRODUCTS AND SUPPLIES (Dec 1991)

252.225-7012 Preference for Certain Domestic Commodities (JUN 2004)

252.225-7013 DUTY-FREE ENTRY (Jun 2005)

252.225-7014 Preference for Domestic Specialty Metals, Alternate 1 (Apr 2003) (Deviation) (10 U.S.C. 2533a)

252.225-7015 Restriction on Acquisition of Hand or Measuring Tools (June 2005) (10 U.S.C. 2533a)

252.225-7021 TRADE AGREEMENTS (Dec 2005)

252.225-7036 BUY AMERICAN ACT—FREE TRADE AGREEMENTS—BALANCE OF PAYMENTS PROGRAM (Jun 2005)

252.225-7040 CONTRACTOR PERSONNEL SUPPORTING A FORCE DEPLOYED OUTSIDE THE UNITED STATES (Jun 2005)

252.225-7043 ANTITERRORISM/FORCE PROTECTION POLICY OFR DEFENSE CONTRACTORS OUTSIDE THE UNITED STATES (Jun 2005)

252.227-7013 RIGHTS IN TECHNICAL DATA-NONCOMMERCIAL ITEMS (Nov 1995) (applicable when technical data, but not software, is deliverable)

252.227-7014 RIGHTS IN NONCOMMERCIAL COMPUTER SOFTWARE AND NONCOMMERCIAL COMPUTER SOFTWARE DOCUMENTATION (Jun 1995) (applicable when software and software documentation is deliverable)

252.227-7015 TECHNICAL DATA-COMMERCIAL ITEMS (Nov 1995) (applicable when a commercial item is deliverable)

252.227-7016 RIGHTS IN BID OR PROPOSAL INFORMATION (Jun 1995) (applicable when 252.227-7013 is used)

252.227-7019 VALIDATION OF ASSERTED RESTRICTIONS-COMPUTER SOFTWARE (Jun 1995) (applicable when 252.227-7014 is used)

252.227-7025 LIMITATIONS ON THE USE OR DISCLOSURE OF GOVERNMENT FURNISHED INFORMATION MARKED WITH RESTRICTIVE LEGENDS (Jun 1995) (applicable when 252.227-7013 or -7014 is used)

252.227-7026 DEFERRED DELIVERY OF TECHNICAL DATA OR COMPUTER SOFTWARE (Apr 1988)

252.227-7027 DEFERRED ORDERING OF TECHNICAL DATA OR COMPUTER SOFTWARE (APR 1988)

252.227-7030 TECHNICAL DATA–WITHHOLDING OF PAYMENT (Mar 2000) (applicable when 252.227-7013 is used)

252.231-7000 SUPPLEMENTAL COST PRINCIPLES (Dec 1991)

252.237-7019 TRAINING FOR CONTRACTOR PERSONNEL INTERACTING WITH DETAINEES (Sep 2005)

252.243-7001 PRICING OF CONTRACT MODIFICATIONS (Dec 1991)252.244-7000 SUBCONTRACTS FOR COMMERCIAL ITEMS AND COMMERCIAL COMPONENTS (DOD CONTRACTS) (Nov 2005)

252.247-7023 TRANSPORTATION OF SUPPLIES BY SEA (May 2002) (applicable if over $100,000)

252.247-7024 NOTIFICATION OF TRANSPORTATION OF SUPPLIES BY SEA (Mar 2000)

252.249-7002 NOTIFICATION OF ANTICIPATED CONTRACT TERMINATION OR REDUCTION (Dec 1996) (applicable if over $500,000)