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be ordered by BUYER from SELLER. |
Any termination of this Agreement does not |
affect any granted software license rights which shall survive any such |
termination. |
16. |
TITLE |
Unless specified elsewhere in this Agreement or individual Purchase |
Orders issued hereunder, title to items furnished under this Agreement shall |
pass to the BUYER upon acceptance, regardless of when or where BUYER takes |
physical possession. |
17. |
WARRANTY |
SELLER warrants and implies that the items delivered hereunder are |
merchantable and fit for use for the particular purpose described in this |
Agreement. |
18. |
LIMITATION OF LIABILITY |
Except as otherwise provided by an express or implied warranty, SELLER |
will not be liable to BUYER for consequential, incidental, special, punitive, |
exemplary or similar damages resulting from any defect or deficiencies in |
accepted items. |
In no event shall BUYER be liable to SELLER, or any third party |
to this Agreement, for any consequential, incidental, special, punitive, loss of |
profit or revenue, exemplary |
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or similar damages incurred or suffered, regardless of any notification of the |
possibility of such damages. |
19. |
COMPLIANCE WITH LAWS |
SELLER agrees to comply with all applicable Federal, State and local |
laws, executive orders, rules and regulations applicable to its performance |
under this Agreement. |
SELLER agrees to comply with the following Federal |
Acquisition Regulation clauses, which shall be deemed incorporated by reference: |
The following clauses, as amended and modified below, are applicable to this |
order/subcontract. |
Without limiting any other provisions of the |
order/subcontract, the clauses are incorporated by reference into this |
order/subcontract with the same force and effect as though set forth in full |
text. |
The dates of the clauses incorporated by reference are the same as the |
corresponding clause in the prime contract or higher tier subcontract. |
The |
following definitions shall apply to this order/subcontract except as otherwise |
specifically provided. |
"BUYER" - Means legal entity issuing this Order/Subcontract. |
"CONTRACTING OFFICER" - Means Buyer's authorized representative who |
signed this Order/Subcontract or is identified elsewhere in this |
Order/Subcontract and will mean Contracting Officer, whenever |
appropriate, where indicated elsewhere in these terms and conditions. |
"CONTRACTOR" - Means Seller. |
"SELLER" - Means legal entity which contracts with the Buyer. |
"CONTRACT" or "SCHEDULE" - Means this Order Subcontract. |
"SUBCONTRACTOR" - Means Seller's subcontractors. |
"GOVERNMENT" - Means Buyer and will mean Government, whenever |
appropriate, where indicated elsewhere in these terms and conditions. |
CLAUSE TITLE |
------ ----- |
52.202-1 DEFINITIONS (OCT 1995) |
52.203-3 GRATUITIES (APR 1995) |
52.203-5 COVENANT AGAINST CONTINGENT FEE (APR 1984) |
52.203-6 RESTRICTIONS ON SUBCONTRACTOR SALES TO THE |
GOVERNMENT (JUL 1995) |
52.203-7 ANTI-KICKBACK PROCEDURES (JUL 1995) |
52.203-10 PRICE OR FEE ADJUSTMENT FOR ILLEGAL OR IMPROPER |
ACTIVITY (SEP 1990) |
52.203-12 LIMITATION ON PAYMENTS TO INFLUENCE CERTAIN FEDERAL |
TRANSACTIONS |
(JAN 1990) |
52.203-13 PROCUREMENT INTEGRITY -- SERVICE CONTRACTING |
(APR 1984) |
52.204-2 SECURITY REQUIREMENTS (APR 1984) |
52.209-6 PROTECTING THE GOVERNMENT'S INTEREST WHEN |
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<PAGE> |
SUBCONTRACTING WITH CONTRACTORS DEBARRED, |
SUSPENDED, OR PROPOSED FOR DEBARMENT |
(JUL 1995) |
52.210-5 NEW MATERIAL (APR 1984) |
52.210-7 USED OR RECONDITIONED MATERIAL, RESIDUAL INVENTORY, AND |
FORMER GOVERNMENT SURPLUS PROPERTY (APR 1984) |
52.212-13 STOP-WORK ORDER (AUG 1989) |
52.212-15 GOVERNMENT DELAY (AUG 1984) |
52.215-1 EXAMINATION OF RECORDS BY COMPTROLLER GENERAL (FEB 1993) |
52.215-2 AUDIT AND RECORDS - NEGOTIATION (OCT 1995) |
52.215-22 PRICE REDUCTION FOR DEFECTIVE COST OR PRICING DATA (OCT |
1995) |