1   Acceptance and Entire Agreement

The Purchase Order (PO), along with any accompanying exhibits, attachments, these Terms and Conditions, and any documented modifications or Change Orders (collectively referred to as "Contract Documents"), constitute the comprehensive and definitive agreement between 168 BPD, LLC (a wholly owned subsidiary of TASL, Inc.) and the Vendor regarding the subject matter, prevailing over all prior discussions, proposals, representations, communications, commitments, understandings, or agreements between the Parties, whether written or verbal. Any other agreements or quotations, acknowledgments from the Vendor, or documents attempting to alter the Contract Documents will not be binding on 168 BPD, LLC unless provided in writing, signed by an authorized representative of 168 BPD, LLC's Purchasing Department issuing the PO, and officially attached to the PO.

Captions included are merely for convenience and do not constitute part of the Contract Documents. 

2   Changes

168 BPD, LLC retains the right to implement modifications through written Change Orders within the general parameters of the Purchase Order (PO) concerning the items to be provided, services to be performed, shipping methods, packing, delivery schedule, and location. In the event that any alteration results in an increase or decrease in the cost or time required for fulfilling the PO, an equitable adjustment will be agreed upon through a written amendment to the PO. The Vendor is obligated to continue with the PO as modified, regardless of the changes.

By accepting a Change Order in writing from 168 BPD, LLC, the Vendor acknowledges that it constitutes a comprehensive and final resolution, settling all implications of the modification on all aspects of the Contract Documents. 

3   Packaging

All items must be appropriately packed, labeled (with each package displaying 168 BPD, LLC's order number, PO number, and the total number of packages), and shipped in compliance with the standards set by common carriers to prevent damage during transportation. 168 BPD, LLC bears no responsibility for additional charges related to packaging or any associated expenses unless explicitly specified in the PO. The Vendor is required to follow the shipping instructions provided by 168 BPD, LLC's Purchasing Department.

The Order Number, PO Number, and package numbers must be clearly indicated on Packing Slips, Bills of Lading, and invoices. Each order must be accompanied by a Packing Slip, and the Vendor is obligated to detail the items on the Bill of Lading or any other shipping documentation. 

4   TIME IS OF THE ESSENCE IN VENDOR’S PERFORMANCE OF THE PURCHASE ORDER

5   Title

Legal and beneficial title to, and risk of loss or damage for, each good shall transfer from Vendor to 168 BPD, LLC upon delivery of the goods to the place of delivery indicated on the face of the PO, unless otherwise expressly noted on the face of the PO. 

6   Warranties

a. General Warranties

Vendor guarantees that the goods or services specified in this Purchase Order (PO) will adhere to the provided specifications, drawings, samples, or descriptions given by 168 BPD, LLC, or those furnished by the Vendor and approved by 168 BPD, LLC. The goods must be merchantable, constructed with good material and workmanship, and devoid of any defects, whether latent or patent. All warranties endure beyond inspection, delivery, acceptance, and payment. Furthermore, the Vendor must transfer, without charge, all warranties from subcontractors that are relevant to the goods or services provided under the PO to 168 BPD, LLC and include these assigned warranties with the goods or services delivered.

b. Warranties for Goods

In addition to other warranties and the rights and remedies available by law or in equity, the Vendor assures that all goods provided under the PO are built using new and original components (unless specified otherwise), will have clear and marketable title upon delivery, and for a period of twelve (12) months following acceptance by 168 BPD, LLC, will meet or exceed the specifications outlined in the relevant PO, be defect-free in design, materials, and workmanship, and of satisfactory and merchantable quality. If any goods breach these warranties, the Vendor must promptly repair or replace them at its expense. In case of a warranty breach resulting in the return of goods by 168 BPD, LLC, the Vendor is responsible for covering the return shipping costs to Vendor's location or reimbursing 168 BPD, LLC for the return shipping expenses (per 168 BPD, LLC's discretion).

c. Warranties for Services

The Vendor affirms that all services performed under the PO will meet the satisfaction of 168 BPD, LLC, conducted skillfully, professionally, and in a workmanlike manner, in accordance with the PO specifications. Any nonconformities must be promptly rectified by the Vendor, with written notification provided to 168 BPD, LLC upon correction.

7   Termination

168 BPD, LLC reserves the right to terminate the Purchase Order (PO) or any section of it under the following circumstances: 

-      At Convenience: Termination at the convenience of 168 BPD, LLC without fault on the part of the Vendor, with a twenty (20) days written notice.

-      Material Breach: Immediate termination if the Vendor fails to rectify a significant breach within ten (10) days of being notified.

-      Non-Compliance with Delivery Schedule: Immediate termination if the Vendor fails to meet the agreed-upon delivery dates.

-      Bankruptcy or Insolvency: Immediate termination if the Vendor becomes involved in bankruptcy or insolvency proceedings, appointment of a receiver or trustee, or creditor assignment proceedings.

Any notice of termination under this clause will be effective upon personal delivery to the Vendor or five (5) days after mailing the notice via certified mail, facsimile (with confirmation), overnight delivery services (with confirmation), or through electronic means such as email, Vendor Portal notification, and text message. 168 BPD, LLC will compensate for all goods and services delivered and accepted at the time of termination.

Upon receiving a termination notice, the Vendor must cease all activities related to the delivery of goods or services under the PO.

8   Payment

Unless specified otherwise in the Purchase Order (PO), payment terms within the PO will govern, and the following terms apply:

-      The amount due under the Contract Documents will be remitted by 168 BPD, LLC within thirty (30) calendar days following the receipt and acceptance of the goods and/or services, provided that 168 BPD, LLC raises no objections to any part of the payment requested.

-      Payments under the PO will be invoiced by the Vendor and settled by 168 BPD, LLC in U.S. dollars. 

9   Acceptance

Payment for the goods or services specified in this Purchase Order (PO) does not signify acceptance of the goods or services. All items and services are subject to inspection and possible rejection by 168 BPD, LLC upon receipt of the goods or upon service completion.

Unless stated differently on the face of the PO, upon goods delivery or service completion, 168 BPD, LLC has the authority to test the goods, including their components, and inspect the services conducted within forty-five (45) days after goods delivery. 168 BPD, LLC retains the right to accept or reject, entirely or partially, partial or excessive deliveries of goods. 

10  168 BPD, LLC Property 

If 168 BPD, LLC has supplied any property to the Vendor for the fulfillment of obligations under the Purchase Order (PO), the property remains the exclusive ownership of 168 BPD, LLC. The 168 BPD, LLC property must be clearly marked to indicate its ownership and securely stored to safeguard it. The Vendor is not permitted to substitute any other property for performing under the PO and may solely use 168 BPD, LLC property to meet the requirements of the PO.

168 BPD, LLC maintains the right, alongside other legal rights, to access and retrieve 168 BPD, LLC property, with or without obtaining a court order. The Vendor assumes all risks of loss concerning 168 BPD, LLC property and is liable to indemnify 168 BPD, LLC against any damages to the property, injuries, or fatalities resulting from the presence or use of 168 BPD, LLC property, irrespective of whether such incidents are due to property defects, negligence, or other causes. In case of damage to 168 BPD, LLC property, the Vendor must replace the property with an equivalent item or reimburse 168 BPD, LLC for the property's value, at the discretion of 168 BPD, LLC.

11  Assignment

The Vendor is prohibited from assigning or transferring its rights, duties, or delegating/subletting its performance under this agreement, in whole or in part, without obtaining the prior written consent of 168 BPD, LLC. Any assignment attempted without the prior written consent of 168 BPD, LLC will be deemed void and considered a significant breach of the Contract Documents.

This Agreement will benefit and bind the Parties involved, as well as their respective successors and permitted assigns.

12  Restriction on Name Usage

Unless expressly approved in writing by 168 BPD, LLC, the Vendor is prohibited from using the name of TASL, Inc. or any of its subsidiaries or affiliates in any form of advertising. 

13  Force Majeure

In case the performance of either 168 BPD, LLC or the Vendor is hindered, restricted, interfered with, or delayed due to Force Majeure circumstances, the Party unable to perform shall be excused from such obligations to the extent of the hindrance, restriction, interference, or delay. However, the affected Party must make reasonable efforts to mitigate or eliminate the causes of non-performance and resume performance as soon as these factors are resolved. "Force Majeure" includes acts of God, government regulations, war, civil unrest, labor disputes, epidemics, and disruptions by suppliers, utilities, or carriers beyond the control of the affected Party.

The Party facing a Force Majeure situation must promptly inform the other Party about the condition, its impact on performance, and the expected duration. At the discretion of 168 BPD, LLC, if the Vendor fails to deliver products or perform services as agreed or within specified conditions, 168 BPD, LLC may terminate the PO and all associated obligations upon providing a written notice of five (5) days.

14  Indemnification

In the event of any intellectual property infringement claims related to goods and services provided by the Vendor to 168 BPD, LLC, the Vendor undertakes to protect, indemnify, and hold harmless 168 BPD, LLC, its affiliates, as well as their customers, officers, directors, and employees. This includes covering all damages, liabilities, losses, costs, and expenses, such as reasonable attorneys' fees. Should any infringements arise, the Vendor commits to either transfer ownership of the goods to 168 BPD, LLC and its affiliates at no extra charge as per the Purchase Order (PO), or adjust the goods to ensure non-infringement while maintaining the same functionality. If these remedies are not feasible, 168 BPD, LLC reserves the right to return the goods for a full refund of all fees paid. 

Furthermore, the Vendor agrees to defend, indemnify, and protect 168 BPD, LLC and its affiliates, along with their officers, directors, and employees, from any claims, damages, expenses, and liabilities resulting from breaches of the PO or the negligent or intentional actions of Vendor's employees, subcontractors, or agents. If services are performed on third-party property under the PO, the Vendor must indemnify the property owner to the same extent as 168 BPD, LLC.

Lastly, 168 BPD, LLC may choose, though not obligated, to oversee the defense or settlement of any indemnified claim or lawsuit. At 168 BPD, LLC’s discretion, the Vendor is required to either defend all actions at their expense or reimburse 168 BPD, LLC for all related fees and expenses incurred during such defense and settlement. 

15  Insurance

In compliance with the agreement, the Vendor is responsible for obtaining and upholding sufficient liability insurance to cover all activities under the Purchase Order (PO) at their own cost. This insurance should safeguard both the Vendor and 168 BPD, LLC against claims for bodily injury, including fatalities, and property damage that may arise during the Vendor's performance under the PO. All insurance policies must explicitly waive subrogation rights against 168 BPD, LLC and its indemnified parties. It is acknowledged that the Vendor's obligations and liabilities remain unaffected by any insurance held or required by the Vendor.

All insurance providers must be authorized to operate in the state where the PO is executed, with an A.M. Best Buyer Inc. rating of A-VIII or higher, or deemed acceptable to 168 BPD, LLC. The maintained policies should take precedence over any policies held by 168 BPD, LLC and must provide insurance coverage at specified levels. The insurance coverage must have a combined single limit of at least One Million Dollars ($1,000,000) per occurrence. Additionally, the Vendor must secure Worker’s Compensation insurance, payroll taxes, and unemployment insurance meeting or surpassing the minimum statutory thresholds for all employees engaged in the PO performance.

Before commencing any work on 168 BPD, LLC's or third-party properties on behalf of 168 BPD, LLC, the Vendor must furnish an insurance certificate to 168 BPD, LLC, demonstrating the procurement of required coverage that will remain valid until the services are completed and accepted. Failure to maintain the stipulated insurance coverage will be deemed a material breach of the PO. 

16  Law, Forum and Language

This Agreement is subject to the laws of the State of Virginia, USA, without consideration of conflicts of laws provisions. In the case of any dispute or controversy arising from or related to the Contract Documents, both Parties consent to the exclusive jurisdiction of the State and/or federal courts within the State of Virginia.

While either Party can enforce a judgment from such courts in any court with competent jurisdiction, the Party unsuccessful in any related action shall bear the reasonable attorneys’ fees, costs, and expenses, including investigation expenses, of the prevailing party.

The PO must be executed in the English language. In case of any discrepancy related to the PO, the English version prevails for all purposes, and any actions concerning the PO must be conducted in English. 

17  Waiver and Severability

The failure by either Party to invoke or enforce any provision of the PO shall in no way be considered a waiver of such provisions or in any way affect the validity of the PO. Any PO provision that is prohibited or unenforceable in a jurisdiction shall, as to such jurisdiction be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof; and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. 

18  Independent Contractor Status

Throughout the performance under the Purchase Order (PO), the Vendor will function as an independent contractor and not as an agent of 168 BPD, LLC. Neither the Vendor nor any subcontractor of the Vendor will be considered as agents, representatives, or employees of 168 BPD, LLC for any reason. 

19  Conformance with Laws

a.      Compliance with Applicable Laws: The Vendor, at its own cost, must ensure that all work performed under the Purchase Order (PO), including site clean-up, waste disposal, packaging, and transportation of goods, complies with all relevant federal, state, and local laws, regulations, standards, and codes, including those established by authorities like OSHA, EEOC, EPA, and others. In case of conflicts among these laws, the more stringent requirement will prevail. Vendor and its subcontractors, agents, and employees are obligated to adhere to the Foreign Corrupt Practices Act and must avoid actions that could make 168 BPD, LLC or its affiliates subject to penalties under this Act.

b.     Product Safety Compliance: The Vendor guarantees that the products, supplies, and equipment delivered to 168 BPD, LLC are free from unsafe conditions and adhere to federal, state, and local safety and health laws. Any non-conforming goods must be corrected or replaced by the Vendor at their expense. Services not meeting these standards must be rectified by the Vendor within twenty-four hours of notice, or 168 BPD, LLC may fix them at the Vendor's cost.

c.      Hazardous Materials Authorization: The use, shipment, or delivery of products containing asbestos, lead, lead-based paint, or chlorofluorocarbons to 168 BPD, LLC requires explicit written consent. Material Safety Data Sheets (MSDS) for such products and chemicals must be provided to 168 BPD, LLC before work commences, with workers informed of their use.

d.     Safety Compliance Indemnification: The Vendor must indemnify and defend 168 BPD, LLC against any costs resulting from their failure to operate safely or comply with laws. Prompt notification is required for accidents, injuries, or hazardous material spills related to the work under the PO. Non-compliance with these obligations constitutes a material breach of the Contract Documents. 

20  Additional Certifications

By taking any actions in line with the terms of this Purchase Order (PO), the Vendor hereby certifies, represents, and warrants the following:

a.      Denied Nationals or Persons: The Vendor confirms that it is not a national of a U.S.-embargoed country or listed on U.S. restricted lists such as the Specially Designated Nationals List, Denied Persons List, or similar registers maintained by the U.S.

b.     Anti-Terrorism Compliance: The Vendor asserts that it does not engage in or provide support, directly or indirectly, to individuals or organizations linked to terrorism, in adherence to U.S. Executive Orders and laws. The Vendor is obligated to ensure compliance with these regulations, refrain from promoting violence, terrorist activities, related training, or money laundering.

c.      Intellectual Property Rights Assurance: The Vendor guarantees that neither the services rendered nor the goods supplied under the PO, on behalf of 168 BPD, LLC, will infringe, misappropriate, or violate the patent, copyright, trade secret, or any other intellectual property rights of any third party, encompassing U.S. and foreign Patents.