Terms and Conditions of Purchase

Terms and Conditions of Purchase
  1. Acceptance – Acceptance of Buyer’s purchase order is expressly limited to the terms and conditions set forth in this purchase order and any relevant Supply Agreement (the “Supply Agreement”). This purchase order shall be deemed to be accepted by Seller and to become a contract (a) upon receipt by Buyer of an acknowledgment of the purchase order being accepted by the Seller (b) commencement by Seller of performance of the work call for herein, or (c) shipment of any materials called for herein by Seller to The work “material” as used herein means goods, parts, property and services furnished by Buyer to Seller. Any proposal for additional, different or inconsistent terms or any attempt by Seller to vary in any degree any of the terms of this offer in Seller’s acceptance, any other documents or otherwise is deemed material and is hereby objected to and rejected, but any such proposals shall not operate as a rejection of this offer unless such variance are in the terms of the description, quantity, price or delivery schedule of the goods or services, and this offer shall be deemed accepted by Seller without said additional or different terms. If this purchase order shall be deemed an acceptance of a prior offer by Seller, such acceptance is limited to the express terms set forth herein. The Seller agrees that this purchase order contains the complete, exclusive and entire statement of the terms of the agreement and supersedes any previous oral or written representations, and no other agreement, understanding or proposal, including without limitation, provisions in Seller’s quotations, proposals, acknowledgments, invoices or other documents which modifies or changes any term or condition of the purchase order, or includes any other additional, different or inconsistent terms from those contained in this purchase order, shall be binding unless it has been reduced to writing and specifically accepted in writing by Buyer. No course of dealing, course of performance or usage of trade shall be applicable unless expressly incorporated by this purchase order. Any clerical errors contained in this purchase order are subject to correction by the Buyer.
  2. Purchase Prices Buyer agrees to purchase from Seller, and Seller agrees to sell to Buyer, the materials specified on the purchase order or in the Supply Agreement, at the prices specified on the purchase order or in the Supply Agreement, and on the other terms and conditions specified herein. Such prices shall constitute the full and complete prices for the materials, inclusive of all costs and expenses, including, without limitation, those related to freight, handling, shipping, packaging, storage, taxes and all other fees and charges related to the materials and the delivery of the materials to Buyer (all of which shall be the sole responsibility of the Seller), and no additional charges of any type shall be added without Buyer’s express written consent. Seller warrants that the prices for the materials are no less favorable than those currently extended to any other customer for the same or similar materials in similar or lesser quantities. Seller agrees to participate in and to provide materials in compliance with the requirements of any cost reduction program in which Buyer is obligated by its customer(s) to participate. Buyer shall also receive the full benefit of all discounts, premiums and other favorable terms of payment customarily offered by Seller to its customers. In the event Seller reduces its prices for the materials during the term of this purchase order, Seller agrees to reduce the prices to Buyer correspondingly. No price increases shall be effective unless agreed to in writing by the Buyer. All discounts shall be based on the full amount of each invoice. In addition to any other remedies that may be available to Buyer at law or equity.  Buyer shall be entitled to an appropriate reduction in any relevant price with respect to any shortages of materials ordered or any defective materials or materials that are rejected.
  3. Payment Terms Buyer shall pay Seller the amount agreed upon and specified in the applicable purchase order. Payment shall not constitute acceptance. Seller shall invoice Buyer for all Goods delivered within thirty (30) days of delivery of Goods and must reference the applicable purchase order, and Buyer reserves the right to return all incorrect invoices. Unless otherwise specified on the face of a purchase order, Buyer shall pay the invoiced amount within thirty (30) days after receipt of a correct invoice.
  4. Inspection Buyer shall have a reasonable time after receipt of Goods and before payment to inspect them for conformity hereto, and goods received prior to inspections shall not be deemed accepted until Buyer has run an adequate test to determine whether the Goods conform to the specifications Use of a portion of the Goods for the purpose of testing shall not constitute an acceptance of the Goods. If Goods tendered do not wholly conform to the provisions hereof, Buyer shall have the right to reject such Goods. Nonconforming Goods will be returned to Seller freight collect and risk of loss will pass to Seller upon Buyer delivery to the common carrier.
  5. Warranties Seller warrants that all Goods provided will be new and will not be used or refurbished. Seller warrants that all Goods delivered shall be free from defects in materials and workmanship and shall conform to all applicable specifications for a period of twelve (12) months from the date of delivery to Buyer or for the period provided in Seller’s standard warranty covering the Goods, whichever is All warranties shall be construed as conditions as well as warranties and shall not be exclusive. Seller shall furnish to Buyer Seller’s standard warranty and service guarantee applicable to the Goods. If Buyer identifies a warranty problem with the Goods during the warranty period, Buyer will promptly notify Seller of such problems and will return the Goods to Seller, at Seller’s expense. Seller shall, at Buyers option, either repair or replace such Goods, or credit Buyer’s account for the same. Replacement and repaired Goods shall be warranted for the remainder of the warranty period or six (6) months, whichever is longer.
  6. Quality Seller shall establish and maintain a quality management system acceptable to Buyer for the items or services purchased under this order. Seller shall permit Buyer to review procedures, practices, processes and related documents to determine such acceptability. Seller acknowledges their contribution to product or service conformity, product safety and the importance of Ethical behavior. Buyer is committed to conducting its business fairly and in an ethical and proper manner. Seller shall have a continuing obligation to promptly notify Buyer of any violation or deviation. Buyer and/or its customer, and regulatory authorities, to the extent practicable at all times and facilities including the period of manufacture or performance, may inspect and test material, work in process, services, and supplies. Seller retains the obligation to ensure proper inspection and testing.
  7. Counterfeit Work – The following definitions apply to this clause:
    1. “Counterfeit Work” means Work that is or contains unlawful or unauthorized reproductions, substitutions, or alterations that have been knowingly mismarked, misidentified, or otherwise misrepresented to be an authentic, unmodified part from the original manufacturer, or a source with the express written authority of the original manufacturer or current design activity, including an authorized aftermarket manufacturer. Unlawful or unauthorized substitution includes used Work represented as new, or the false identification of grade, serial number, lot number, date code, or performance characteristics. “Suspect Counterfeit Work” means Work for which credible evidence (including, but not limited to, visual inspection or testing) provides reasonable doubt that the Work part is authentic.
    2. SELLER shall not deliver Counterfeit Work or Suspect Counterfeit Work to PARAGON under this Contract.
    3. SELLER shall only purchase products to be delivered or incorporated as Work to PARAGON directly from the Original Component Manufacturer (OCM)/Original Equipment Manufacturer (OEM), or through an OCM/OEM authorized distributor chain. SELLER may use another source only if (i) the foregoing sources are unavailable, (ii) SELLER’s inspection and other counterfeit risk mitigation processes will be employed to ensure the authenticity of the Work, and (iii) SELLER obtains the advance written approval of PARAGON.
    4. SELLER shall maintain counterfeit risk mitigation processes in accordance with industry-recognized standards and with any other specific requirements identified in this Contract.
    5. SELLER shall immediately notify PARAGON with the pertinent facts if SELLER becomes aware that it has delivered Counterfeit Work or Suspect Counterfeit Work. When requested by PARAGON, SELLER shall provide OCM/OEM documentation that authenticates traceability of the affected items to the applicable OCM/OEM. SELLER, at its expense, shall provide reasonable cooperation to PARAGON in conducting any investigation regarding the delivery of Counterfeit Work or Suspect Counterfeit Work under this Contract.
    6. This clause applies in addition to and is not altered, changed, or superseded by any quality provision, specification, statement of work, regulatory flow down, or other provision included in this Contract addressing the authenticity of Work.
    7. SELLER shall include paragraphs (a) through (f) and this paragraph of this clause or equivalent provisions in lower tier subcontracts for the delivery of items that will be included in or furnished as Work to PARAGON.
  1. Nonconforming Product In the event Seller is a subcontractor and damages materials provided by Buyer that causes the product to be non-conforming, Seller will contact Buyer immediately. Arrangement for the approval of nonconforming material must be as directed by Buyers authorized manager or designee.
  2. Change of Scope Seller is required to notify Buyer of any changes to the product and/or process and obtain approval from buyer to proceed.
  1. Indemnification Buyer agrees to indemnify and hold harmless Seller, its affiliates and employees and agents of any of them from and against any and all actual or threatened liabilities, damages, losses, demands, judgments, causes of actions, claims (including by not limited to, claims or patent, copyright and/or trade secret infringement), expenses and costs including attorney’s fees and investigation, fines, penalties and any other charge should arise from or relate to Buyer’s actual or intended use of the products or the performances, non-performance or purported performance of any covenant or agreement, or the breach of any representation, warranty, covenant or agreement hereunder.
  2. Compliance with Laws supplier, and any goods or services supplied by Supplier, shall comply with all applicable laws, rules, regulations, orders, conventions, ordinances or standards that relate to the manufacture, performance, labeling, transportation, importation, exportation. Licensing, approval or certification of goods or services, including, but not limited to, those relating to environmental matters, wages, hours and conditions of employment, subcontractor selection, discrimination, occupational health and safety and motor vehicle By delivering the goods or services covered by a Purchase order, Supplier certifies compliance with the foregoing. Supplier shall indemnify and hold Buyer, its officers, directors, employees and shareholders harmless from and against any liability claims, demands or expenses (including attorney’s or other professional fees and expenses) arising from or relating to Supplier’s noncompliance.
  3. Changes & Specifications Buyer shall have the right at any time to make any changes, additions to alterations in the items, quantities, destinations, specifications, drawings, designs or delivery schedules, or to direct temporary suspension of scheduled shipments, with respect to materials governed by this purchase The parties will undertake to negotiate an appropriate adjustment in price and terms where the Seller’s direct costs are materially affected by such changes. Any request by Seller for such an adjustment in price or terms must be made within thirty (3) days of any such change. All changes and adjustments, if any, must be in writing and signed by a duly authorize representative of Buyer.
  4. Conflict Minerals – Supplier recognizes, consistent with the public policy underlying enactment of the Conflict Minerals provision (Section 1502) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Act”), the significant legal and non-legal risks associated with sourcing tin, tantalum, tungsten, gold, cobalt and mica (the “Conflict Minerals”) from the Democratic Republic of the Congo and adjoining countries (“DRC countries”). Accordingly, Supplier commits to comply with Section 1502 of the Act and is implementing regulations; to the extent Supplier is not a “Registrant” as defined in the Act, Supplier shall comply with Section 1502 of the Act and its implementation regulations except for the filing requirements. In particular, Supplier commits to have in place a supply chain policy and processes to undertake (i) a reasonable inquiry into the country of origin of Conflict Minerals incorporated into Goods it provides Paragon; (ii) due diligence of its supply chain following a nationally or internationally recognized due diligence framework, as necessary, to determine if Conflict Minerals sourced from the DRC countries directly or indirectly support unlawful conflict there, and (iii) risk assessment and mitigation actions necessary to implement the country of origin inquiry and due diligence procedures. Supplier shall take all other measures as are necessary to comply with Section 1502 of the Act and its implementing regulations, including any amendments thereto.
  5. Confidentiality Seller may acquire knowledge of Buyer confidential information in connection with its performance hereunder and agrees to keep such information in confidence during and following termination or expiration of the Seller agrees to limit its internal distribution of Buyer confidential information to Seller’s Assistants who have a need to know, and further agrees not to use such information except in the course of performing hereunder and will not use such information for its own benefit or for the benefit of any third party.
  6. Setoff All claims for monies due or to become due from Buyer under this purchase order are subject to deduction by Buyer for any setoff or counterclaim that Buyer may have against
  7. Governing Law This Agreement shall be construed in accordance with, and disputes shall be governed by, the laws of the State of Michigan, excluding its conflict of law rules. The state and federal courts in Grand Rapids, Michigan, USA shall have jurisdiction and venue over all controversies arising out of, or relating to, this Agreement.
  1. Severability If any term of any Purchase Order is invalid or unenforceable under any statute, regulation, ordinance, executive order or other rule of law, such term shall be deemed reformed or deleted, as the case my be, but only to the extent necessary to comply with such statute, regulation, ordinance, order or rule, and the remaining provisions of such Purchase Order shall remain in full force and effect.
  2. Entire Agreement This agreement is the complete, final and exclusive statement of the terms of the agreement between the parties and supersedes any and all other prior and contemporaneous negotiation and agreements, whether oral or written, between them relating to the subject matter hereof, The terms and conditions of the Agreement shall prevail notwithstanding any variance with the terms and conditions of any acknowledgment or other document submitted by Seller


U.S. Government FAR and DFAR Contract Clauses

When the materials or products furnished are for use in connection with a U.S. government prime contract or subcontract, in addition to the Paragon general purchase order terms and conditions, the following provisions shall apply.  The effective version of each Federal Acquisition Regulation (FAR) and Defense Federal Acquisition Regulation (DFAR) provision shall be the same version as that which appears in Buyer’s prime contract or higher tier subcontract under which this purchase order is a subcontract.  In the event of a conflict between these FAR and DFAR provisions and the general terms and conditions of purchase, the FAR and DFAR  provisions shall control.

The following clauses set forth in the FAR and DFAR in effect as of the date of Paragon’s prime contract or higher tier subcontract are incorportated herein by reference.  In all clauses listed herein, the terms “Government” “Contracting Officer” and “Contractor” shall be deemed revised to suitably identify the contracting parties herein and effect the proper intent of the provision except where further clarified or modified below.  “Subcontractor” However, shall mean “Seller’s Subcontractor” under the purchase order.

The following FAR clauses are applicable to orders for commercial items under all government contracts:    

52.203-6               Restrictions on Subcontractor Sales to the Government

52.203-7               Anti-Kickback Procedures (Excepting paragraph (c)(1))

52.203-12             Limitation on Payments to Influence Certain Federal Transactions

52.203-13             Contractor code of Business Ethics and Conduct

52.203-14             Display of Hotline Poster(s)

52.203-15             Whistleblower Protections under the American Recovery and Reinvestment Act of 2009

52.203-17             Contractor Employee Whistleblower Rights and Requirement to Inform Employees of Whistleblower Rights

52.203-18             Prohibition on Contracting with Entities that Require Certain Internal Confidentiality Agreements or Statements-Representation

52.203-19             Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements

52.204-10             Reporting Executive Compensation and First-tier Subcontract Awards

52.204-21             Basic Safeguarding of Covered Contractor Information Systems                                          

52.204-23             Probibition on Contracting for Hardware, Software, and Services Developed or Provided by  Kaspersky Lab and Other Covered Entities

52.204-25             Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment

52.209-5               Certification Regarding Responsibility Matters

52.209-6               Protecting Government Interest when Subcontracting with Contractors Debarred, Suspended or Proposed for Debarment

52.209-7               Information Regarding Responsibility Matters

52.214-28             Subcontractor Certified Cost or Pricing Data-modifications-Sealed bidding

52.215-2               Audit and Records – Negotiation

52.215-12             Subcontractor Certified Cost or Pricing Data

52.215-13             Subcontractor Certified Cost or Pricing Data-modifications

52.215-14             Integrity of Unit Prices

52.215-15             Pension Adjustments and Asset Reversions

52.215-19             Notification of Ownership Changes

52.215-23             Limitation on Pass-through Charges

52.219-6               Notice of Total Small Business Set aside

52.219-16             Liquidated Damages – Subcontracting Plan

52.219-28             Post award Small Business Program Representation

52.222-4               Contract Work Hours and Safety Standards Act – Overtime Compensation

52.222-11             Subcontracts (Labor Standards) 

52.222-20             Contracts for Materials, Supplies, Articles, and Equipment (Walsh-Healy Public Contracts Act)

52.222-21             Prohibition of Segregated Facilities

52.222-22             Previous Contracts and Compliance Reports

52.222-24             Pre award On site Equal Opportunity Compliance Evaluation

52.222-25             Affirmative Action Compliance

52.222-26             Equal Opportunity

52.222-35             Equal Opportunity for Veterans

52.222-36             Affirmative Action for Workers with Disabilities

52.222-37             Employment Reports on Veterans

52.222-38             Compliance with Veterans Employment Reporting Requirements

52.222-40             Notification of Employee Rights Under National Labor Relations Act

52.222-41             Service Contract Labor Standards

52.222-50             Combating Trafficking in Persons

52.222-51             Exception from Service Contract Labor Standards to Contracts for Maintenance, Calibration or Repair of Certain Equipment-Requirements

52.222-53             Exception from Service Contract Labor Standards to Contracts for Certain Services-Certification

52.222-54             Employment Eligibility Verification

52.222-55             Minimum Wages Under Executive Order 13658

52.222-56             Certification Regarding Trafficking in Persons Compliance Plan

52.222-62             Paid Sick Leave Under Executive Order 13706

52.223-1               Biobased Product Certification

52.223-6               Drug Free Workplace

52.223-18             Encouraging Contractor Policies to Ban Text Messaging While Driving

52.225-1               Buy American – Supplies

52.225-2               Buy American Certificate

52.225-3               Buy American-Free Trade Agreements-Israeli Trade Act

52.225-4               Buy American-Free Trade Agreement-Israeli Trade Act Certificate

52.225-5              Trade Agreements

52.225-6               Trade Agreements Certificate

52.225-8               Duty Free Entry

52.225-13             Restrictions on Certain Foreign Purchases

52.227-1               Authorization and Consent

52.227-2               Notice and Assistance Regarding Patent and Copyright Infringement

52.228-4               Workers Compensation and War-Hazard Insurance Overseas

52.232-40             Providing Accelerated Payments to Small Business Subcontractors.

52.244-6               Subcontracts for Commercial Items and Commercial Products and Commercial Services

52.247-64             Preference for Privately Wwned US Flag Commercial Vessels

The following DFAR clauses are applicable to orders for commercial items under DOD contracts:   

252.203-7001      Prohibition on Persons Convicted of Fraud or Other Defense Contract-Related Felonies

252.203-7002      Requirement to Inform Employees of Whistleblower Rights

252.203-7003      Agency Office of the Inspector General

252.203-7004      Display of Fraud Hotline Posters

252.204-7009      Limitations on Use and Disclosure of Sub Contractor Reported Cyber Incident Information

252.204-7012      Safeguarding Covered Defense Info and Cyber Incident Reporting

252.204-7015      Notice of Authorized Disclosure of Information for Litigation Support

252.204-7020      NIST SP 800-171 DOD Assessment Requirements

252.208-7000      Intent to Furnish Precious Metals as Government Furnished Material 

252.211-7003      Item Unique Identification and Valuation

252.215-7010      Requirements for Certified Cost or Pricing Data and Data Other Than Certified Cost or Pricing Data

252.222-7000      Restrictions on Employment of Personnel

252.225-7007      Prohibition on Acquisition of US Munitions list items from Communist Chinese Military Companies

252.225-7008      Restriction on Purchase of Specialty Metals

252.225-7009      Restrictions on Purchase of Certain Articles Containing Specialty Metals

252.225-7010      Commercial Derivative Military Article-Specialty Metals compliance certificate

252.225-7013      Duty free entry

252.225-7016      Restrictions on Purchases of Ball and Roller Bearings

252.225-7025      Restrictions of Acquisition of Forgings

252.225-7033      Waiver of United Kingdom Levies 

252.225-7048      Export-Controlled Items

252.225-7052      Restriction on the Acquisition of Certain Magnets, Tantalum, and Tungsten

252.226-7001      Utilization of Indian Organizations, Indian owned Economic Enterprises and Native Hawaiian Small Business Concerns

252.227-7013      Rights in Technical Data – Non Commercial Items

252.227-7015      Technical data – Commercial Items

252.227-7016      Rights in Bid or Proposal Information

252.227-7033      Rights in Shop Drawings

252.227-7037      Validation of Restrictive Markings on Technical Data

252.229-7011      Reporting of Foreign Taxes-US Assistance Programs

252.234-7002      Earned Value Management System

252.235-7003      Frequency Authorization

252.236-7013      Requirement for Competition for American Steel Producers, Fabricators and Manufacturers

252.243-7002      Requests for Equitable Adjustment

252.244-7000      Subcontracts for Commercial Items

252.246-7003      Notification of Potential Safety Issues

252.247-7023      Transportation of Supplies by Sea

252.249-7002      Notification of Anticipated Contract Termination or Reduction

In the event of a conflict with, or in addition to, a clause in effect on the order date and a clause of the prime contract, the prime contract clause shall control. If, based on the content, any of the clauses do not apply to the order, such clauses are considered self-deleting. The full text of these clauses can be accessed on the internet at https://www.acquisition.gov/content/regulations

The subcontractor by accepting the order hereby certifies compliance with the following clauses and is, therefore eligible for award. 

  • Certification and disclosure regarding payment to influence certain federal transaction (over $100,000) FAR 52.203-11
  • Certification regarding debarment, suspension, proposed debarment and other responsibility matters (over $100,000) FAR 52.209-5
  • Previous contract and compliance reports (over $10,000) FAR 52.222-22
  • Certification of toxic chemical release report (over $100,000) FAR 52.223-13

    August 2022 Revision, Paragon Company Use
Quality Assurance Requirements QAR

General Requirements apply to all purchase orders – The supplier must acknowledge receipt of PO, and confirmation of price and delivery within 48 hours. The supplier must assure purchased products or services conform to specified purchase requirements. The supplier must notify Paragon D&E of the nonconforming product and receive approval before shipping the nonconforming product. When certifications are required, all certifications must be signed by an authorized agent of the company and include the agent’s title. Failure to provide proper certification may result in payment being withheld until certification has been received. Seller agrees to maintain and make available to Buyer for a period of 10 years after final payment, all records pertaining to inspection, certification of processes and materials; design, test, and qualification data, as well as purchase order records pertaining to this order. Suppliers are required to flow down to sub-tier suppliers the requirements in this Purchase Order, including key characteristics where required.

Below requirements are applicable when referenced on Purchase Order.

  1. Material certification Required – Material shall be physically identified for positive traceability to the PO and material certification. A material cert shall be provided with the shipment stating the specification number of the material being supplied as it appears on the purchase order, revision letter, purchase order number, lot code or heat number, shelf life (if applicable), and date of shipment. Actual test results as required by the specification shall accompany the certification. This certification must be signed by an authorized agent of the supplier including the agent’s title. Email certs to certs@paragonde.com prior to shipping all orders, this includes all drop shipped orders.
  2. Special Process or Procedure Required – A certification is required with a statement certifying conformance to each special process (e.g. Testing, Nondestructive testing, coating, fluorescent penetrant, welding, plating, heat treat, etc.) or procedure performed on the material to the specification listed on the Purchase Order. This may include a requirement for the qualification of personnel. If subcontracted, the supplier must use Paragon D&E-approved special process sources. The signature of an authorized agent of the company performing each special process or procedure, including the agent’s title must appear on the certification. It must also include the Purchase Order number, part number, revision level, serial numbers (if applicable), lot number (if applicable), quantity shipped, and any exceptions to the requirements. Exceptions must be approved by Paragon Purchasing prior to shipment. Email certs to certs@paragonde.com prior to shipping all orders, this includes all drop shipped orders. Supplier shall maintain positive traceability and identification of materials, parts. etc.
  3. Customer Material – When the material is supplied by Paragon D&E for processing, the supplier must use the material supplied and return any unused material. Material substitutions are prohibited without formal written approval by Paragon D&E. Supplier shall maintain positive traceability and identification of materials, and parts. etc.
  4. Drop Shipments – PLEASE NOTE: This is a drop shipment to another company. On the same date, the shipment is made, a copy of the signed packing slip, or shipping document must be sent to the attention of the buyer on the purchase order as proof of delivery. If material certs, COA, or Certificate of Conformance are required, include an email to certs@paragonde.com.
  5. Certificate of Conformance: Each shipment shall be accompanied by a legible and reproducible copy of a Certificate of Conformance with the signature of the responsible representative stating material, process, or article being shipped meets the requirements of applicable drawings or specifications as stated in the Purchase Order and applicable documents. Email C of C to certs@paragonde.com prior to shipping all orders, this includes all drop-shipped orders.
  6. Source Inspection Required – For product acceptance required prior to shipment, Paragon D&E must be notified to perform source inspection and approve acceptance at the supplier’s facility.
  7. Inspection Report Required – The supplier shall perform a 100% inspection of all drawing key characteristics and notes. An inspection report shall be submitted identifying each characteristic noted on the engineering drawing. The inspector shall stamp each characteristic and drawing note indicating acceptance status. A certification statement referencing the Purchase Order number, part number, revision level, serial numbers (if applicable), and quantity inspected shall accompany the Inspection report.
  8. CMM Report Required – A CMM report, identifying the key characteristics of the purchased parts with the applicable inspection results, is required with the shipment. The report is to be signed and traceable to the person performing the inspection and equipment used. Any deviations to drawing or specification requirements must be approved by Paragon D&E prior to shipment.
  9. No Mercury – MERCURY FREE Certification shall be sent for all items on this Purchase Order confirming that all material furnished under this contract shall not contain mercury in any form. The use of Mercury, Mercury compounds, or Mercury-Bearing instruments and/or equipment, which might cause contamination, shall not be used in the manufacture, fabrication, assembly, or testing of any material. The above requirements shall be passed on to all subcontractors.
  10. ITAR Compliance – Seller shall control the disclosure of and access to technical data, information, and other items received under this Purchase Order in accordance with U.S. export control laws and regulations, including but not limited to the ITAR. Seller agrees that no technical data, information, or other items provided by the Buyer in connection with this Purchase Order shall be provided to any foreign persons or to a foreign entity.
  11. Specialty Metals Clause (FAR)– Seller warrants that the goods delivered under this order will be mined or produced in the United States or a qualifying country (Australia, Belgium, Canada, Denmark, Egypt, Germany, France, Greece, Israel, Italy, Luxemburg, Netherlands, Norway, Portugal, Spain, Sweden, Switzerland, Turkey or the UK) or Manufactured therein, to the extent and in the manner required under the Buy American Act and the applicable determination referred to in Part 25 of the FAR and DOD DFAR supplement: Including DFAR 252.225-7008 Restriction on Acquisition of Specialty Metals or DFAR 252.225-7009 Restriction on acquisition of certain articles containing Specialty Metals as applicable.
  12. This is a Rated Order for National Defense use, and you are required to follow all provisions of the Defense Priorities and Allocations Systems Regulation (15 CFR Part 350)
  13. Calibration Services – Laboratory’s documentation shall certify that purchase order requirements have been met; the calibration service is provided in accordance with suppliers accredited ISO/IEC 17025:2005/2017 program and scope of accreditation; As found calibration data must be reported in the certificate of calibration when calibrated items are found to be out-of-tolerance; Documentation must state 4 to 1 TAR; the equipment/standards used to perform the calibration must be identified in the certificate of calibration; and Paragon must be notified of any condition that adversely impacts the laboratory’s ability to maintain the scope of accreditation. No subcontracting of services without Paragon’s written approval.
  14. Testing Services – Laboratory’s documentation shall certify that purchase order requirements have been met; the testing service is provided in accordance with suppliers accredited ISO/IEC 17025:2005/2017 program and scope of accreditation. Paragon must be notified of any condition that adversely impacts the laboratory’s ability to maintain the scope of accreditation. No subcontracting of services without Paragon’s written approval.

    7/7/2023 Rev. J