blank space blank space
IODP-USIO banner blank space
Home Employee intranet Staff directory Site map Search


Information for Vendors >

Contracts, Purchasing, & Property

General Terms and Conditions

Section 1

The following definitions shall apply to all Purchase Orders, attachments, appendices or other documents, whether incorporated by reference or in full text.

Seller may also be referred to and shall mean "Vendor".

Purchase Order may also be referred to and shall mean "order".

TAMRF's Authorized Agent may also be referred to as and shall mean "TAMRF's Contract Administrator" or "Contract Administrator".

Scope of Work may also be referred to as and shall mean "Statement of Work".

  1. Seller's Acceptance of Purchase Order
    2.

    Seller, in accepting this order either by shipment of the items/services or the commencement of performance of all or any portion of the items/services, agrees to be bound by and to comply with all the terms and conditions set forth in this document. Seller further agrees that acceptance is expressly limited to the terms and conditions of the order and that none of Seller's terms and conditions shall apply. No modifications of the terms and conditions of the order shall be binding unless agreed to in writing by both parties. Acceptance by the Texas A&M Research Foundation ("TAMRF") of the items/services delivered under this order shall not constitute agreement to Seller's terms or conditions. Seller may not ship under reservation.

    The terms of any proposal referred to in this order are included and made part of this order only to the extent of specifying the nature of the items or services ordered, the price thereof and the delivery date, and then only to the extent they are consistent with the terms and conditions of this order.

  2. Waiver
    3.

    The failure at any time of TAMRF to 1) enforce any of the provisions of this order, 2) require, at any time, performance by Seller of any of the provisions, or 3) exercise any option herein provided, shall in no way be construed to be a waiver of such provisions, nor in any way to affect the validity of this order, in whole or in part, or the rights of TAMRF thereafter to enforce each and every such provision.

  3. Warranties
    4.

    In addition to any express warranties Seller may make, Seller warrants that: 1) all items/services furnished shall be free from defects in workmanship, manufacturer and material and in compliance with any drawings or specifications, whether incorporated in full text or referenced, and with any furnished samples, 2) it has all rights necessary to fulfill the requirements of this order and that Seller, its employees, lower-tier contractor(s) and vendors are fully qualified to perform the work and 3) all services performed or items delivered shall be to the highest professional standards. All warranties shall run to TAMRF, its successors and assignees.

  4. Inspection and Acceptance
    5.

    Inspection
    TAMRF, or its authorized representative(s), has the right, but not the obligation, to inspect all items/services under this order, to the extent practicable at all places and times, and in any event before acceptance. TAMRF or its authorized representative(s) may also inspect the premises of Seller or of Seller's lower-tier contractor(s) or vendor(s) engaged in work performed under this order. TAMRF or its authorized representative(s) shall perform inspections in a manner that will not unduly delay the work.

    If TAMRF, or its authorized representative(s), performs any inspection on the premises of Seller, or Seller's lower-tier contractor or vendor, Seller shall furnish and shall require the lower-tier contractor or vendor to furnish, without additional charge, all reasonable facilities and assistance for the safe and convenient performance of these duties.

    Acceptance
    TAMRF shall accept or reject the items/services as promptly as practical after delivery, unless otherwise specified in the order. TAMRF's failure to inspect and accept or reject the items/services shall not relieve Seller from responsibility, nor impose liability on TAMRF for nonconforming work. Work is nonconforming when it is defective in material or workmanship, or is otherwise not in conformity with the order requirements.

    Final inspection and acceptance shall be conclusive except to latent defects, fraud, such gross mistakes as amount to fraud, Seller's warranty obligations or as otherwise specified in the order.

  5. Assignment
    6.

    This order is assignable by TAMRF. Except as to any payment due hereunder, this order is not assignable by Seller without written approval of TAMRF and any attempt shall be void. In the event such consent is given, it shall not relieve Seller from any obligations of this order and any transferee or lower-tier contractors shall be considered the agent of the Seller and, as between parties, Seller shall be and remain liable as if no such transfer or subletting had been made.

  6. Changes
    7.

    Only TAMRF's Authorized Agent may make changes in the work within the general scope of this order by giving written notice to Seller. If such changes cause an increase or decrease in the total cost or the period of performance of this order, an equitable adjustment in the cost, if necessary, shall be made by TAMRF's Authorized Agent. Seller shall assert any request for an equitable adjustment within fifteen (15) days from the date of the receipt of notification of such change. If not submitted in fifteen (15) days, Seller shall be deemed to have waived its right to an equitable adjustment. Unless otherwise stated by TAMRF's Authorized Agent in writing, Seller shall continue to perform the work (including work that is the subject to an equitable adjustment) to completion. No change by Seller shall be recognized without written approval of TAMRF's Authorized Agent. TAMRF's Technical Representative(s) have no legal authority to issue any change order or to financially commit TAMRF. Costs incurred or work performed that is not authorized by TAMRF's Authorized Agent shall be construed as work performed at Seller's sole discretion, risk and cost.

  7. Delivery and Shipping Instructions
    8.

    Shipments or performance milestones shall be made as specified on the face of the order or as specified in the statement of work unless subsequently modified in writing by TAMRF's Authorized Agent. If a delay in 1) delivery or 2) the accomplishment of a milestone is foreseen, Seller shall immediately notify TAMRF's Authorized Agent. TAMRF's Authorized Agent will determine if the reason(s) appear valid and if an extension can be granted. Only TAMRF's Authorized Agent has the right to extend the delivery or milestone date.

    No substitutions or cancellations shall be permitted without the written approval of TAMRF's Authorized Agent. The Purchase Order number shall be clearly marked on the outside of all shipping containers.

  8. Terminations
    9.

    TAMRF may, by written notice stating the extent and effective date, terminate this order for convenience in whole or in part, at any time. In a termination for convenience, TAMRF shall pay Seller as full compensation for performance until such termination: 1) the unit or pro rata order price for the delivered and accepted portion, 2) with respect to the undelivered or unaccepted portion of this order, a reasonable, allowable amount for non-cancelable commitments that are not otherwise recoverable from other sources by Seller or 3) a reasonable amount of liquidated damages for costs that can not be redirected to other efforts and that are not otherwise recoverable, provided the total compensation paid under this order does not exceed the total order price. The Seller shall, in no event, be reimbursed for anticipatory profits.

    TAMRF may, by written notice, terminate this order for Seller's default, at any time, if Seller refuses or fails to comply with the provisions of this order, or fails to make deliveries within the time specified or any written extension thereof. If, after notice of terminating for default, TAMRF determines that failure to perform this order is due to causes beyond the control and without fault or negligence of the Seller, or if any such delay is due to the failure of TAMRF, not caused or contributed to by Seller, TAMRF may extend the time for completion of this order or termination shall be deemed for the convenience of TAMRF.

    The rights and remedies of TAMRF provided in this article shall not be exclusive and are in addition to any other rights and remedies provided by law or under this order.

  9. Liability for Property Furnished by TAMRF
    10.

    Seller assumes complete liability for any property furnished to Seller by TAMRF in connection with this order whether or not such property was acquired from Seller or other third parties. Seller agrees to pay for all property damaged, lost or not otherwise accounted for. The furnishing to Seller of any property in connection with this order shall not, unless otherwise expressly stated in this order, be construed as vesting title in Seller. Any property furnished to Seller shall not be used for any purpose other than work performed under this order, unless specifically approved in writing by TAMRF's Authorized Agent.

  10. Indemnification and Insurance
    11.

    In the event the Seller, its employees, agents or lower-tier contractors enter premises occupied by or under the control of TAMRF or other sites or premises utilized in the performance of this order, the Seller agrees that it shall be responsible to and indemnify and hold harmless, TAMRF, its trustees, officers, and employees, from any loss, cost, damage, expense, or liability by reason of property damages or personal injury of whatsoever kind of character, arising out of, as a result of, or in connection with such performance occasioned by the negligence or act or omission of the Seller, its agents, employees, or subcontractors; and the Seller agrees that it and its contractors will maintain liability and property damage insurance in reasonable limits covering the obligations set forth above, and will maintain workers' compensation coverage (either by insurance or if qualified pursuant to law, through a self insurance program) covering all employees performing this order.

  11. Intellectual Property/Indemnification
    12.

    Seller shall indemnify and hold harmless TAMRF, Texas A&M University System, the Joint Oceanographic Institutions, Inc. and the U.S. Government, its officers, agents or employees against any and all liability including claims, losses, costs (including attorney's fees), damages and expenses for infringement of any United States patent or foreign patent, registered design, copyright, trademark, or any other intellectual property arising from, relating to, or incidental to Seller's work under this order, or any legal proceedings brought against TAMRF, Texas A&M University System, the Joint Oceanographic Institutions, Inc. and the U.S. Government its officers, directors, employees or agents, claiming infringement of any intellectual property or misappropriation based on performance by Seller or the equipment used or materials furnished by Seller in its performance of the work under this order.

    Seller shall pay all royalty and license fees relating to the items covered under this order without additional charge to TAMRF.

  12. Facsimile Copies
    13.

    The parties agree that receipt by Seller of a facsimile copy of this order, signed by TAMRF's Authorized Agent, or any amendment thereto, shall be evidence that Seller agrees to be bound by the terms of this order as if the facsimile copy were an original document.

  13. Independent Contractor
    14.

    It is expressly understood and agreed that Seller is an independent contractor and that neither it nor its employees are servants, agents or employees of TAMRF, TAMRF being interested only in the completed performance of the services or delivery of the items herein contemplated. No employee of, or other individual(s) provided by Seller, shall be deemed for any purpose to be the employee, agent, servant or representative of TAMRF.

    Seller shall be solely responsible for any and all employment related cost pertaining to Seller's employees, as required by any governing law or regulation.

  14. Applicable Law
    15.

    Irrespective of the place of performance, this order will be construed and interpreted according to the federal common law of government contracts as enunciated and applied by federal judicial bodies, boards of contract appeals, and quasi-judicial agencies of the federal government. To the extent that the federal common law of government contracts is not dispositive, the laws of the State of Texas shall apply, excluding, however, any jurisdiction's "conflict of laws" rules which would direct or refer to the laws of another jurisdiction.

  15. Cost Plus Percentage of the Cost
    16.

    Seller agrees that no charge for cost reimbursable items or services will be based on a cost plus percentage of the cost basis. Any costs incurred on this basis shall be deemed unallowable.

  16. Other Applicable Laws
    17.

    Any provision required to be included in an order of this type by any applicable and valid federal, state, or local statues, act, executive order, law, ordinance, rule, or regulation shall hereby be deemed to be incorporated by reference.

Section 2

Government Subcontract Provisions

The clauses listed below are incorporated into, and form a part of, the terms and conditions of this order as if set forth in full text. The term "FAR" means the Federal Acquisition Regulations. Depending upon the context of the clause, the terms "Contractor," "Government," and "Contracting Officer" shall be deemed to refer to the "Seller," "Buyer," and TAMRF's "Authorized Agent", respectively, or these terms may have their ordinary meaning as determined by TAMRF in its sole discretion. Any reference to a "Disputes" clause in any of the clauses below shall be deemed to refer to the "Disputes" clause contained in TAMRF's Prime Subcontract. In no event shall any such reference to a "Disputes" clause be construed to allow the Seller, without the concurrence of TAMRF, to prosecute and appeal, either directly or in the name of TAMRF, to TAMRF's Prime Contractor for such Prime Subcontract. Seller represents that it has in its possession the full text of the clauses listed below.

The following provisions apply regardless of the value of this order:

  1. 52.222-01 Notice of Labor Disputes
  2. 52.222-26 Equal Opportunity (E.O. 11246)
  3. 52.222-35 Affirmative Action for Disabled Veterans and Veterans of the Vietnam Era (38 U.S.C. 4212(a))
  4. 52.222-36 Affirmative Action for Workers with Disabilities (29 U.S.C. 793)
  5. 52.227-14 Rights in Data
  6. 52.244-06 Subcontracts for Commercial Items and Commercial Components
  7. 52.247-63 Preference for U.S. Flag Commercial Vessels and Disallowance of Expenditures (FAR 47.403-03)*
  8. 52.247-64 Preference for Privately Owned U.S. Flag Carriers
  9. 45 CFR Part 650.4 NSF Patent Policy

The following provision applies if the amount of the order exceeds $2,500.00:

  1. 52.222-03 Convict Labor

The following provisions apply if the amount of the order exceeds $10,000.00:

  1. 52.222-20 Walsh-Healy Public Contracts Act
  2. 52.222-37 Employment Reports on Special Disabled Veterans and Veterans of the Vietnam Era

The following provisions apply if the amount of the order exceeds $100,000.00:

  1. 52.203-03 Gratuities
  2. 52.203-05 Covenant Against Contingent Fees
  3. 52.203-06 Restriction on Subcontract Sales to Government
  4. 52.203-07 Anti-Kickback Procedures
  5. 52.203-12 Limitations on Payments to Influence Certain Federal Transactions
  6. 52.215-02 Audit-Negotiation
  7. 52.219-08 Utilization of Small, Small Disadvantaged and Women-Owned Small Business Concerns
  8. 52.222-04 Contract Work Hours and Safety Standards Act
  9. 52.223-06 Drug Free Work Place
  10. 52.225-13 Restrictions on Certain Foreign Purchases
  11. 52.227-01 Authorization and Consent
  12. 52.227-02 Notice and Assistance Regarding Patent and Copyright Infringement
  13. 52.244-02 Competition in Subcontracting

The following provisions apply if any costs are cost reimbursable and/or time and materials:

  1. 52.216-07 Allowable Cost and Payment
  2. 52.242-01 Notice Of Intent to Disallow Costs
  3. 52.244-02 Subcontracts

The following provision applies to commercial item orders:

  1. 12.504 Application of Certain Laws to Subcontracts for the Acquisition of Commercial Items

For more information, see the Federal Acquisition Regulations web site: http://farsite.hill.af.mil/VFFARa.htm.


For additional information, please contact

    Michelle Strickland
    Supervisor of Procurement
    Texas A&M Research Foundation
    Integrated Ocean Drilling Program
    1000 Discovery Drive
    College Station, Texas 77845-9547, USA
    Tel: (979) 845-9320; Fax: (979) 862-2365
    strickland@iodp.tamu.edu

Notes: * modified 18 May 2007.



About the IODP-USIO | Expeditions | Data & core samples | Tools & laboratories | Publications | Education |
Newsroom | Meetings & port calls | Employment | Contact us | Search | Site map | People | Intranet | Home

Accesibility Statement | Plug-in download | Privacy statement | ODP

For comments or questions: webmaster@iodp.tamu.edu

Copyright 2003-2009 IODP-USIO.

Modified on Friday, 18-May-2007 08:26:03 CDT.