Pragmatics, Inc.
Purchase Order Terms and Conditions

1. EFFECTIVE DATE: Purchase Order (PO) is accepted and becomes effective when Seller commences work ordered by Pragmatics, Inc. (hereinafter may be referred to as “Pragmatics” or “Buyer”).

2. NO ADDITIONAL CONDITIONS: Any additional or different terms or conditions proposed by Seller shall not become a part of this Purchase Order unless expressly accepted in writing by Pragmatics. Pragmatics’ offer to purchase is conditioned upon Seller’s acceptance of all the terms and conditions set forth in this Purchase Order without alteration of any kind.

3. ASSIGNMENT: This Purchase Order, any interest therein, or any of Seller’s duties shall not be assignable or delegable by Seller, voluntarily or involuntarily, without Pragmatics’ prior written consent. Except as listed in the Purchase Order, Seller may not subcontract in whole or in part, the performance of its duties hereunder without Pragmatics’ prior written consent.

4. CHANGES: Pragmatics shall have the right to make changes in the specifications, quantities, or other terms of goods or services ordered. No change, modification, termination, or waiver of this agreement, or any of the provisions hereof, shall be binding upon Pragmatics unless made in writing and signed on its behalf by an authorized representative.

5. WAIVER OF TERMS AND CONDITIONS: Waiver by Pragmatics of any provision hereof shall not constitute a waiver of any other provision nor shall it affect in any manner any right or remedy of Pragmatics in the event of any breach or default.

6. DELIVERY: Time is of the essence to Pragmatics. Tender of the goods or services shall be made in the manner and on the date(s) specified.

7. PRICING AND RISK OF LOSS: All prices payable by Buyer for the Product are stated in the PO and include the cost of packaging and delivery and shall be on the delivery term specified in the PO to the specified destination. Unless otherwise specified in this PO, title to the Product covered by this PO and all risk of loss or damage to such Product shipped shall be in Seller, irrespective of FOB or other delivery terms, and shall remain in the Seller until the Product have been delivered to Buyer’s applicable facility and have been accepted at that facility.

8. QUALITY: Seller shall meet all quality requirements of Buyer and all quality requirements of Buyer’s customers, including, but not limited to, all applicable plans, specifications, and other contract descriptions, as set forth on the face of the PO. The quality of the Product shall be subject to the satisfaction of the Buyer, who shall be entitled to reject non-conforming Product. Buyer or its designated representative or government agency shall have the right from time to time during business hours after reasonable notice to the Seller to (i) inspect the Product wherever it is located: (ii) remove samples of the Product for inspection and testing, and (iii) obtain factory site and other information from the Seller to confirm conformance of the Product with agreed specifications. No such inspection, testing or inquiry shall be deemed to be or result in any variation of any of the Seller’s obligations or a waiver of Buyer’s rights.

 9. PACKAGING AND SHIPPING: All Product covered by this PO, unless otherwise directed on the PO or in a writing signed by Buyer’s authorized representative, shall be suitably marked and shipped in accordance with the requirements of common carriers and when transportation costs are payable by the Buyer, in a manner to secure the lowest transportation cost. Seller shall pay all additional costs related to delivery of late shipments.

10. PAYMENT: Pay when Paid. Pragmatics will pay approved Seller invoices within ten (10) days of receiving payment from the Client. By submitting a request for payment, Seller certifies he or she has paid all lower tier subcontractors, vendors, and consultants for services or supplies furnished under the Purchase Order. Payment may be delayed during any time that Seller’s insurance is not in compliance with Section 12 requirements. Receipt of final payment shall release Pragmatics, its officers, agents, and employees of and from all liabilities, obligations, claims, and demands whatsoever under or arising from this Purchase Order.

11. TAXES: Seller is liable for and shall pay all taxes and charges imposed on or measured by this Purchase Order. However, prices shall not include any taxes or charges for which Pragmatics has furnished an exemption certificate unless otherwise stated in the Purchase Order.

12. INSURANCE: Seller shall, at all times, carry general liability insurance, statutory worker’s compensation automobile and employer’s liability insurance; coverage limits shall include:

  • Worker’s Compensation and Employer’s Liability Insurance, or equivalent coverage, as required or prescribed by law, with minimum employer liability limit of $1,000,000 for accidental bodily injury or death, or for occupational disease;
  • Comprehensive General Liability with minimum limits of $1,000,000 per occurrence;
  • Automobile Liability Insurance with minimum limits of $200,000 per person and $500,000 per accident or occurrence for bodily injury and $20,000 per accident or occurrence for property damage.
  • Professional Liability Insurance shall be obtained, as applicable.

A certificate from the Seller’s insurance company verifying that the above insurance requirements are met shall be submitted to prior to the commencement of any work. Pragmatics shall always be identified as Additional Insured on Seller’s general liability policy. Seller must provide written notice of cancellation or substantive change in Seller’s insurance coverage.

13. TERMINATION AND STOP WORK: Pragmatics has the right to terminate all or any part of this Purchase Order by written notice to Seller. Upon receipt of such notice, Seller shall discontinue all work pertaining thereto except for work specifically required for compliance with the instructions of the cancellation notice. Payment to Seller pursuant to this clause will be based upon the percentage of the work satisfactorily performed up to the notice of cancellation. Seller shall not be entitled to any prospective profit or damages because of cancellation. In no event shall the amount paid to Seller exceed the Purchase Order value. Seller shall include the substance of this provision in any subcontracts or purchase orders placed in fulfillment of this Purchase Order. If Seller fails to comply with any of the requirements, terms and conditions of this Purchase Order, Pragmatics shall have the authority to stop work of the Seller affected by such failure until such failure is remedied or to terminate this Purchase Order in accordance with the terms of this Section 13. No part of the time lost due to any such stop orders shall be made the subject of a claim for extension of time or increased cost or damages by Seller. In addition, Pragmatics may terminate this Purchase Order at any time if the Seller violates any federal, state, and/or local laws and/or regulations.

14. INDEMNITY: Seller agrees to indemnify and hold harmless Pragmatics from all liabilities and losses arising from damages, demands, claims, suits, costs, and expenses including reasonable legal fees and other expenses of litigation for (a) all injuries to and death of persons or for loss of or damage to property, (b) for any extra cost or expense incurred by Seller as a result of having to repeat work or render other services based upon a determination by Pragmatics that the services performed and/or deliverables provided by Seller were deficient, and (c) damages sustained by the Seller from any third party claim, action or determination, arising out of or related to the performance of this Purchase Order by Seller, its agents, or employees or lower‐tier subcontractors except such liabilities or losses as are attributable to the negligence, reckless misconduct or willful or wanton conduct of Pragmatics, its agents, or employees.

15. PATENT/COPYRIGHT INDEMNITY: Seller warrants that the sale or use of its products or services will not infringe on any U.S. or foreign patents or copyrights. Seller agrees to indemnify and hold Pragmatics and Pragmatics’ client harmless against all judgments, decrees, costs and expense resulting from such alleged infringements. Seller will, upon Pragmatics’ request and at Seller’s sole expense, defend any suit or action which may be brought against Pragmatics or Pragmatics’ client by reason of any alleged infringement of any patent or copyright in the sale or use of Seller’s products or services.

16. CONFIDENTIALITY: Seller agrees that any and all information which is provided to Seller by Pragmatics or any client or third party of Pragmatics, or which is produced or developed by Seller in the course of the relationship pursuant to this Purchase Order, is or may be information to be treated as confidential information. This confidential information shall be used by Seller solely for the purpose of performing the services and fulfilling the obligations under this Purchase Order and for no other purpose, and only by the Seller, Seller’s employees and other Personnel of Seller with a “need to know” and those who have undertaken obligations of confidentiality and limited use consistent with those set forth herein. The Seller shall not disclose any confidential information concerning this Purchase Order to any third party except as herein specified without prior written consent of the Pragmatics. Seller agrees to protect the disclosed confidential information by using the highest degree of care that is commercially reasonable to prevent the unauthorized disclosure, use, dissemination or publication of the confidential information.

17. WARRANTIES AND STANDARDS OF CARE: (1) Seller warrants the work, goods or services to be of good quality and free from any and all defects, and that the work, goods or services will conform to the requirements of this Purchase Order, including all Attachments and subsequent Modifications to Purchase Orders. Seller agrees to repair or replace, at its expense, any and all workmanship or materials or other portions of the work, goods or services that do not conform to this warranty within the first twelve (12) months following the date of acceptance of the work, goods or services by Pragmatics. Such rights shall be enforceable also by Pragmatics customers, and shall be assignable to them. Any items corrected or furnished in replacement shall also be subject to all the provisions of this warranty to the same extent as items initially furnished. Such rights are not exclusive and Pragmatics reserves any and all other rights provided by this Purchase Order or law. (2) If Seller is providing Professional Services, Seller shall comply with all applicable Standards of Care in the conduct of the work issued by this Purchase Order. Seller shall, without additional compensation, correct or revise any errors or deficiencies in the services and shall be liable to Pragmatics in accordance with applicable law for all damages to the Government (Client) caused by Sellers negligent performance of the services or breach of this Purchase Order.

18. INTELLECTUAL PROPERTY: The Seller shall indemnify and hold Buyer and its customers harmless from all claims, losses, suits, damages, liability, and all expenses, (including but not limited to reasonable attorney’s fee) arising out of or related to any such actual patent, copyright, trademark or other property rights infringement or alleged direct or contributory infringement by reason of the manufacture, use or sale of the Product.

19. REMEDIES: In the event Seller fails to perform in accordance with the PO (“Breach”), without limiting the generality of the foregoing, should any Product fail to conform to the warranties, or should Seller or any Product provided by Seller fail to meet any of the conditions or specifications set forth, and without prejudice to any other rights or remedies it may have under applicable law or in equity, Buyer shall have the right, after any applicable cure period, to recover from the Seller any and all mitigated losses and reasonable additional expenses incurred by Buyer arising from Seller’s Breach, and at Buyer’s option:

a) Require the Seller promptly cure such Breach with conforming delivery at no additional charge or expense to Buyer and/or,

b) Reject any non-conforming Product, cancel any and all outstanding deliveries, cover by purchasing replacement Product from one or more other suppliers.

20. CODE OF BUSINESS CONDUCT AND ETHICS: Seller shall conduct its business in strict compliance with all applicable laws and regulations and with a strong commitment to the highest standards of business ethics. It is the Buyer’s policy to enter into supplier and subcontractor agreements only with companies that have a demonstrated record of and a commitment to the highest ethical standards.

Seller hereby represents and certifies that with respect to any products and/or services to be furnished to Buyer, Seller has complied and will comply with all applicable laws and regulations and has adhered and will adhere to the principles and standards set forth in the Code.

If Seller has cause to believe that Buyer or any employee or agent of Buyer has acted improperly or unethically, Seller hereby represents and certifies that Seller will promptly report such actions to Buyer. Such reports can be made anonymously to Buyer’s Ethics Hotline at (703) 890-8329 or Ethics_Officer@Pragmatics.com.

21. DRUG AND ALCOHOL FREE WORKFORCE: Seller warrants and agrees that Seller’s Personnel shall not perform services hereunder or be allowed access to any project or office site while under the influence of alcohol or any controlled substance, including, but not limited to, marijuana, hashish, cocaine, hallucinogens, depressants, and stimulants (unless in accordance with the properly prescribed dosage for current personal treatment by a licensed physician as documented by a written prescription), or while a measurable presence of alcohol or such substances has been or can be shown by a breathalyzer, urine or blood test. If a member of Seller’s Personnel is removed from or denied access to any project or office site due to actual or reasonable suspicion of alcohol and/or controlled substance use, Seller is responsible and assumes all liability for immediately and safely removing the impaired person and the person’s vehicle from such site. Seller agrees that all members accessing a project or office site shall be subject to reasonable cause or periodic random testing to ensure compliance with this Section 21. Failure of Seller to comply with any provision of this Section 21 shall constitute a material breach and shall be subject to the terms and conditions under Section 13. Seller shall comply with all applicable laws in the adoption, implementation and enforcement of its own substance abuse policy. Seller agrees to have its substance testing program subject to audit upon request by Pragmatics.

22. EQUAL OPPORTUNITY: It is the policy of Pragmatics to administer all company actions and procedures in compliance with all provisions relating to Equal Employment Opportunity, employment advancement of qualified handicapped individuals, disabled veterans and Vietnam veterans, and the implementing rules of the Secretary of Labor. Seller agrees through acceptance of this Purchase Order to abide by all provisions of this policy.

23. LEGAL CONSTRUCTION AND INTERPRETATION: This Purchase Order and any issues, claims, disputes, or any other matter, issue, or question of interpretation arising hereunder between Pragmatics and Seller shall be governed by and interpreted in accordance with the laws of the Commonwealth of Virginia, notwithstanding any conflicts of laws principles which may be applied or invoked directing application of the laws of another jurisdiction.

24. DISPUTES: The parties agree to use Alternative Dispute Resolution as the first means of resolving disputes. This includes but is not limited to referral of the matter under dispute to the senior management of both parties for discussion/negotiation and resolution. Should all prior courses of action be unsuccessful in resolving the dispute, than except as otherwise provided herein, all claims, disputes, controversies and other matters in question between the parties arising from or relating to this Agreement, which cannot be resolved through consultation and negotiation, shall be settled by binding arbitration in accordance with the Rules of the American Arbitration Association in effect at the time arbitration is demanded. Either party may serve upon the other party by certified mail a written demand that the claim, dispute, controversy or other matter in question be arbitrated specifying in reasonable detail the nature of the dispute, claim, controversy or other matter in question to be submitted to arbitration. A demand for arbitration shall be made within a reasonable time after the dispute, claim, controversy or other matter in question has arisen, but in no event shall the demand for arbitration be made later than one (1) year after the dispute, claim, controversy or other matter in question accrued or arose. In no instance shall the subcontractor have any rights directly against the Government.

25. CODES, LAWS AND REGULATIONS: All goods and services provided by Seller under this Purchase Order shall comply with all applicable codes, laws, regulations, standards, and ordinances. Seller shall comply with all applicable federal, state, and local laws and regulations, including but not limited to §274A of the Immigration and Nationality Act, the Immigration Reform and Control Act of 1986, 8 U.S.C. §1324(a), and the Racketeer Influenced and Corrupt Organization Act, 18 U.S.C. §1962. Seller agrees to indemnify, defend, and hold Pragmatics harmless to the greatest extent possible under applicable law from and against any and all judgments, fines, penalties, amounts paid in settlement and any other amounts reasonably incurred or suffered by Pragmatics (including attorneys’ fees) in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative in relation to any and all violations or alleged violations of federal, state, and/or local laws and/or regulations.

26. COMPLIANCE WITH LAWS UNIQUE TO GOVERNMENT CONTRACTS: The Seller agrees to comply with 31 U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. 327, et seq., Contract Work Hours and Safety Standards Act; 41 U.S.C. 51‐58, Anti‐Kickback Act of 1986, 41 U.S.C. 51‐58; 41 U.S.C. 265 and 10 U.S.C. 2409 relating to whistleblower protections; 49 U.S.C. 40118, Fly American; and 41 U.S.C. 423 relating to procurement integrity.

27. THE FEDERAL ACQUISITION REGULATION CLAUSES LISTED BELOW ARE INCORPORATED BY REFERENCE:

Number     Date Title
52.215-22 OCT 2009 LIMITATIONS ON PASS-THROUGH CHARGES
52.219‐8 OCT 2014 UTILIZATION OF SMALL BUSINESS CONCERNS
52.222‐21 APR 2015 PROHIBITION OF SEGREGATED FACILITIES
52.222‐26 APR 2015 EQUAL OPPORTUNITY
52.222‐35 JUL 2014 EQUAL OPPORTUNITY FOR SPECIAL DISABLED VETERANS, VETERANS OF THE VIETNAM ERA, AND OTHER ELIGIBLE VETERANS
52.222‐36 JUL 2014 AFFIRMATIVE ACTION FOR WORKERS WITH DISABILITIES
52.247‐64 FEB 2006 PREFERENCE FOR PRIVATELY OWNED U.S.‐FLAG COMMERCIAL VESSELS
52.204-10 JUL 2013 REPORTING EXECUTIVE COMPENSATION AND FIRST-TIER SUBCONTRACT AWARDS
52.223‐6 MAY 2001 DRUG AND ALCOHOL FREE WORKFORCE

28. LABOR STANDARDS: If this Purchase Order is subject to labor standards, please refer to the following as indicated and checked below. By executing this Purchase Order, the Seller hereby certifies that it will comply with the provisions of all applicable labor standards and will pay all laborers and mechanics (including each helper, apprentice, and trainee), the full amount of wages and bonafide fringe benefits due at the time of payment computed at rates no less than those specified in applicable Wage Determinations.

_____ Service Contract Act (SCA): FAR Subpart 52.222‐41, MAY 1989, SERVICE CONTRACT ACT OF 1965, AS
AMENDED

29. INTEGRATION: This Purchase Order, including all attachments, whether incorporated by reference or otherwise, constitutes the entire Agreement between the parties, the terms of which may not be changed or modified except by an instrument of writing duly signed by Buyer.