PURCHASING TERMS AND CONDITIONS
These Purchase Order Terms and Conditions, and any attachments hereto (collectively, the “Purchase Order”) are the exclusive terms and conditions for the delivery of the specified goods (“Goods”) by the named seller (“Seller”) for the benefit of The New York Public Library (“NYPL”). NYPL and Seller are each a “Party” and together are the “Parties”.
1. Acceptance by NYPL. Delivery of the Goods will be deemed to be complete only when delivered pursuant to a valid Purchase Order and when actually received by NYPL. All Goods are subject to NYPL’s right of inspection following delivery by Seller; payment for Goods under this Purchase Order prior to inspection by NYPL will not constitute acceptance by NYPL. NYPL may, at its option, reject all or any portion of the Goods that do not, in NYPL’s discretion, comply with the terms and conditions of this Purchase Order or NYPL’s requirements. NYPL may elect to reject all of the Goods even if only a portion is nonconforming. In any case, acceptance of all or any part of the Goods will not be deemed to be a waiver by NYPL of its right to (a) cancel, reject or return all or any portion of the Goods, or (b) make a claim for damages, for reasons including defect, breach of warranty, late delivery, or breach or non-compliance with any of the terms or provisions of this Purchase Order.
2. Time for Delivery. Time is of the essence with respect to Seller’s delivery of the Goods under this Purchase Order. Delivery will be strictly in accordance with NYPL’s delivery schedule. If Seller’s delivery fails to meet such schedule, NYPL may, without limiting any of its other rights or remedies, direct expedited routing or performance by one or more third parties, and the difference between the cost of that expedited routing and this Purchase Order’s routing costs will be paid by Seller upon NYPL’s demand.
3. Risk of Loss. Until delivered to NYPL in accordance with Section 1, Seller will bear all risk of loss or damage. Shipment of Goods is D.D.P./F.O.B. Destination unless Purchase Order states otherwise.
4. Cancellation for Breach by Seller. NYPL may terminate this Purchase Order, in whole or in part, for Seller’s breach of this Purchase Order, including but not limited to, the failure to deliver the Goods as and when specified. If NYPL terminates this Purchase Order for Seller’s breach, in addition to all of NYPL’s other rights and remedies under law, Seller will be liable to NYPL for all damages, including but not limited to, the cost of securing replacement Goods, shipping charges for returned Goods, and any amounts previously paid by NYPL to Seller. Cure of any non-conforming tender by Seller may only be made with the prior written consent of NYPL. This right of termination is in addition to and not in place of any other rights or remedies that NYPL may have at law or in equity.
5. Cancellation for Convenience. NYPL, in its sole discretion and without cause, may terminate this Purchase Order, in whole or in part, at any time without incurring liability to Seller for lost profits, or any other costs or damages, other than the proportionate value of the purchase price for Goods delivered and accepted. Payment due will be the unit prices for Goods delivered and accepted by NYPL.
6. Pricing. NYPL will pay Seller only for such Goods and at such prices as agreed upon pursuant to this Purchase Order. Prices include all amounts payable by NYPL and no additional charges of any kind (including, without limitation, charges for transportation, delivery, boxing, packing or other extras) will be payable by NYPL unless specifically set forth in this Purchase Order or otherwise specifically agreed to in writing by an authorized purchasing agent of NYPL. Seller will submit all invoice(s) to NYPL under this Purchase Order as set forth herein or as may be designated by NYPL. NYPL shall exercise reasonable efforts to pay invoices within forty-five (45) days after each such invoice is received and approved by NYPL.
7. Representations and Warranties. In addition to, and without limiting any of Seller’s other representations and warranties, express or implied, Seller expressly represents and warrants to NYPL that: (a) all Goods conform and will continue to conform to professional industry standards and to any description, sample, specifications or other documentation related to the Goods made available to NYPL; (b) the Goods are and will be fit for the purposes for which purchased, free from defects in materials and workmanship, and safe for their intended use; (c) Seller has all right, title and interest in and to the Goods necessary to fulfill its obligations hereunder; (d) the Goods are free from any liens, claims and encumbrances of any nature and do not and will not infringe the intellectual property rights of any third party; and (e) all Goods will have been produced or manufactured in accordance with the requirements of the Fair Labor Standards Act of 1938, as amended, and all other applicable federal, state and municipal laws, rules and regulations. All of Seller’s representations and warranties, both express and implied, also constitute conditions of this Purchase Order and will survive inspection, acceptance and payment by NYPL. In the event that the Goods are found to be defective or fail within the warranty period, Seller will at its own expense promptly repair defective Goods. All warranty repairs, modifications, product improvements, corrections, and replacements made by Seller in accordance to the Purchase Order will be at Seller’s expense, including, but not limited to, labor, materials, and freight.
8. Proprietary Rights. Unless otherwise agreed in writing, the Goods will be deemed to be “work made for hire” and NYPL will own all right, title, and interest in and to the Goods and each part and component thereof, whether or not patentable or copyrightable, and any copyright therein and patent application or patent thereon. Seller agrees that all right, title and interest in and to the Goods has been transferred and assigned to NYPL. If for any reason it is determined that any such material is not a “work made for hire,” Seller hereby assigns all right, title and interest, including copyright or patent interest, therein to NYPL.
9. Force Majeure. Neither Party will have responsibility to the other due to circumstances beyond that Party’s reasonable control, including (without limitation) any act of God, war or public enemy, or any act of government or any agency thereof, or any fire, flood, explosion or other catastrophe, or any epidemic or quarantine restriction, or any act of sabotage or terrorism, or any strike, lockout or other work stoppage, slowdown or dispute.
10. Compliance with Laws and NYPL Policies. Seller will comply with all applicable international, foreign, and U.S. federal, state and local laws, rules and regulations, including, but not limited to, all applicable laws and regulations pertaining to privacy and confidentiality. Seller will not violate U.S. export control and economic sanctions laws, including, but not limited to, the U.S. Department of Commerce’s Export Administration Regulations and the economic sanctions programs administered by the U.S. Department of Treasury, nor take any other action that would cause NYPL to be in violation of U.S. export control and economic sanctions laws. Seller will obtain and maintain, and furnish to NYPL upon request, any and all permits, licenses, approvals, certificates and other documents required by NYPL or otherwise required by applicable law.
11. Indemnification. Seller hereby agrees to indemnify and hold harmless The City of New York as well as NYPL, its Trustees, officers, agents and employees against any and all damages, claims, expenses or other liability, including attorneys' fees, arising out of any (a) alleged or actual infringement or misappropriation of any copyright, patent, trademark, trade secret or other right based upon the Services or deliverables provided by Seller pursuant to this agreement; (b) negligence or willful misconduct of Seller; (c) Seller’s failure to perform fully its obligations herein in a timely manner; or (d) breach of any of Seller’s representations and warranties herein. Seller shall select counsel reasonably appropriate for the defense of any such claim and shall pay all costs in connection therewith. NYPL shall have the right to participate in the defense or settlement of any such claim with counsel of its choice at its own expense.
12. Insurance. Seller shall maintain the following coverages with the insurance limits as specified herein and Seller will also require that all of its subcontractors and vendors maintain the same coverages and limits:
(1) Workers' Compensation Insurance including Employers’ Liability and Statutory Disability Insurance for all persons with limits of Coverage A (Workers’ Compensation): Statutory and Coverage B (Employers Liability): $1,000,000.
(2) Commercial General Liability Insurance covering liability including Products Liability for bodily injury including death, property damage and personal injury with an each occurrence limit of $1,000,000. Coverage is to be provided on an occurrence basis and be written via the ISO CG 00 01 12 07 (or equivalent) form. Further, the General Liability Policy shall contain no exclusions in addition to the standard exclusions contained in the ISO CG 00 01 12 07 (or equivalent) form.
(3) Business Automobile Liability Insurance with a combined single limit of $1,000,000 for any owned, non‑owned, leased, rented and/or hired vehicles insuring against liability for bodily injury including death and for property damage. Coverage is to be provided via the ISO CA 00 01 03 06 (or equivalent) form.
13. Governing Law. This Purchase Order will be governed by and construed according to the laws of the State of New York without regard to principles of conflicts of law. Any and all actions or proceedings relating to the subject matter of this Purchase Order will be maintained by and subject to the jurisdiction of state and federal courts located in New York County, New York, which courts will have exclusive jurisdiction for such purposes. NYPL may serve any summons or process in any such proceeding on Seller in the manner for giving notices under this Purchase Order. The Parties waive the right to a trial by jury in any action or proceeding relating to this Purchase Order.
14. NYPL Tax-Exempt. NYPL, a not-for-profit education corporation, is generally exempt from federal, state and local taxes for purchases made in furtherance of exempt mission, including New York sales and use tax and federal excise tax. Seller will not charge NYPL for any taxes in connection with the Purchase Order to the extent permitted by law. NYPL will supply its tax exempt number and/or copies of its exemption certificates to Seller upon request from Seller.
15. Confidential Information. Seller and its employees, agents and subcontractors will hold in confidence and not disclose, distribute, sell, copy, share or otherwise use NYPL’s “Confidential Information,” which includes (i) any information about or relating to the Goods, and (ii) any information obtained, learned, received, or developed by Seller that relates to the employees, patrons, research, development, plans, business affairs, property, records, processes, techniques, or equipment of NYPL. Upon completion of its performance under or termination of this Purchase Order, Seller will return to NYPL all Confidential Information, and any copies thereof.
16. Funding. If the Purchase Order involves funds from the United States Government pursuant to a contract with or grant from the United States Government, Seller will comply with the United States Government Funding Provisions attached hereto as Attachment A and incorporated as if set forth fully herein. If the Purchase Order involves funds from the City of New York, Seller shall comply with all City funding requirements including, but not limited to, being VENDEX approved in accordance with the Procurement Policy Board Rules. Contractor agrees to flow down all applicable requirements to lower-tier subcontractors.
17. Right to Audit. Seller shall maintain complete and accurate records of all financial transactions associated with this agreement, including, but not limited to, invoices and other official documentation which sufficiently support all charges under this agreement. Seller shall retain such records for six (6) years after final payment, or longer if required by law. Authorized representatives of NYPL may inspect and copy records pertaining to this agreement at the Seller’s business office during normal business hours. Seller shall include this audit provision in any subcontracts that it may issue under this agreement.
18. Notices. All notices to be given hereunder will be in writing and will be delivered by overnight carrier or United States Mail (if to NYPL, addressed to The New York Public Library, Office of Procurement and Risk Management, attn: Purchase Order Notice, 188 Madison Avenue, Room 541, New York, NY 10016 with a copy to Office of the General Counsel, The New York Public Library, Fifth Avenue and 42nd Street (ROOM 76), New York, NY 10018). Notices to the Seller shall be sent to the address provided on the Purchase Order Form, if NYPL has an email address for the Seller, NYPL may send Seller notices by email.
19. Use of Name. Unless specifically agreed to in writing by NYPL, Seller agrees that it shall not use NYPL’s name or the name of any of its constituent parts or branches or any of NYPL’s marks or logos for any promotional or similar purposes without the prior written approval of NYPL.
20. Product Recall Notification. If there is a product recall affecting any Goods, Seller shall promptly send written notification of recall including instructions for disposal and replacement to The New York Public Library, Office of Procurement and Risk Management, attn: Recall Notification, 188 Madison Avenue, Room 541, New York, NY 10016. Seller must also send a copy of recall notification to the end user as indicated on the ship-to information.
21. Miscellaneous. This Purchase Order will be binding on the Parties and their respective successors and permitted assigns. Seller may not assign this Purchase Order or any of its rights and obligations hereunder (including its right to receive payment) without NYPL’s express prior written consent. Any attempted assignment by Seller without such consent will be null and void for all purposes. If NYPL consents to an assignment, Seller will remain primarily responsible for any and all Goods delivered or performed by such assignee or subcontractor as if performed or delivered by Seller. Seller may not modify, waive or supplement this Purchase Order or any term or condition thereof without the written agreement of NYPL. This Purchase Order may be changed or modified by NYPL by a written instrument signed by NYPL’s authorized representative. The failure of NYPL to insist, in any one or more instances, upon performance of any of the terms, covenants or conditions of this Purchase Order, or to otherwise exercise any right or remedy under this Purchase Order or otherwise, will not be construed as a waiver or relinquishment of the future performance of any such term, covenant or condition, or of the future exercise of such right or remedy, but rather the obligation of Seller with respect to that future performance will continue in full force and effect. If any provision of this Purchase Order is determined to be invalid, void or unenforceable in any respect, the remaining provisions hereof will continue in full force and effect. This Purchase Order is not for the benefit of any third parties. Nothing contained herein will create any agency, partnership, association, or joint venture between the Parties. The relationship of Seller to NYPL is that of independent contractor solely and Seller is directly responsible for the mode, method, and manner of its activities. Under no circumstances, as a result of this Purchase Order, will Seller or any of its employees, agents, or representatives be considered an employee, agent, or representative of NYPL. Notwithstanding the provisions of any other document, writing, representation, agreement, proposal, promise, or other understanding, oral or otherwise, between Seller and NYPL, including but not limited to any prior or subsequent price quotation, invoice, confirmation or other document furnished by Seller (collectively, “Extraneous Terms”), this Purchase Order constitutes the entire agreement between Seller and NYPL regarding the subject matter of this Purchase Order and supersedes all Extraneous Terms with respect to the matters contained herein. All provisions that logically ought to survive termination of this Purchase Order shall survive.
UNITED STATES GOVERNMENT FUNDING PROVISIONS
1. Government Contract Provisions. If the Purchase Order involves funds from a United States Government contract, or funds from a subcontract at any tier relating to a United States Government contract, the following clauses from the Federal Acquisition Regulation (“FAR”) and the Defense Federal Acquisition Regulation Supplement (“DFARS”), as in effect or as updated, amended or revised from time to time, are incorporated into the Purchase Order by reference where applicable, with the same force and effect as if they were given in full text, and form a part of the terms and conditions of the Purchase Order. The full text of a clause may be accessed electronically at these addresses: https://www.acquisition.gov/far (for FAR clauses) and http://farsite.hill.af.mil/VFDFARa.htm (for DFARS clauses). Seller agrees to comply with and flow down to lower-tier subcontractors all applicable FAR and DFARS clauses, as in effect or as updated, amended or revised from time to time. Where necessary to make the language of the FAR and DFARS clauses applicable to the Purchase Order, the term “contractor” shall mean Seller, the term “contract” shall mean the Purchase Order, and the terms “government,” “contracting officer,” and equivalent terms and phrases shall mean NYPL.
a. Clauses Applicable to Purchases of Commercial Items. Only the following clauses are required for Purchase Orders involving purchases of “commercial items,” a term defined at FAR 52.202-1. In general, a “commercial item” is a product or service that is available to the general public in the commercial marketplace.
- FAR 52.202-1 Definitions (Dec. 2001)
- FAR 52.219-8 Utilization of Small Business Concerns (Oct. 2000)
- FAR 52.222-26 Equal Opportunity (Apr. 2002) (subparagraphs (b)(1)-(b)(11) only)
- FAR 52.222-35 Equal Opportunity for Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible
- Veterans (Dec. 2001)
- FAR 52.222-36 Affirmative Action for Workers with Disabilities (June 1998)
- FAR 52.244-6 Subcontracts for Commercial Items (Apr. 2003)
- FAR 52.247-64 Preference for Privately Owned U.S.-Flag Commercial Vessels (Apr. 2003)
- DFARS 252.225-7014 Preference for Domestic Specialty Metals, Alternate I (Apr. 2003)
- DFARS 252.244-7000 Subcontracts for Commercial Items and Commercial Components (DOD Contracts) (March 2000)
- DFARS 252.247-7023 Transportation of Supplies by Sea (May 2002)
- DFARS 252.247-7024 Notification of Transportation of Supplies by Sea (March 2000)
b. Clauses Applicable to Purchases of Noncommercial Items Regardless of Monetary Value.
- FAR 52.203-11 Certification and Disclosure Regarding Payments to Influence Certain Federal Transactions (Apr. 1991)
- FAR 52.204-2 Security Requirements (Aug. 1996) (applies when Purchase Order involves access to information classified “Confidential,” “Secret,” or “Top Secret”)
- FAR 52.208-8 Required Sources for Helium and Helium Usage Data (Apr. 2002)
- FAR 52.215-15 Pension Adjustments and Asset Reversions (Dec. 1998) (applies when it is anticipated that the subcontract or Purchase Order will require either the submission of cost or pricing data OR preaward or postaward cost determinations subject to FAR Part 31)
- FAR 52.215-18 Reversion or Adjustment of Plans for Postretirement Benefits (PRB) Other Than Pensions (Oct. 1997) (applies when it is anticipated that the subcontract or Purchase Order will require either the submission of cost or pricing data OR preaward or postaward cost determinations subject to FAR Part 31)
- FAR 52.215-19 Notification of Ownership Changes (Oct. 1997) (applies when it is anticipated that the Purchase Order will require either the submission of cost or pricing data OR preaward or postaward cost determinations subject to FAR subpart 31.2)
- FAR 52.222-21 Prohibition of Segregated Facilities (Feb. 1999)
- FAR 52.222-26 Equal Opportunity (Apr. 2002) (subparagraphs (b)(1) through (b)(11) only)
- FAR 52.222-41 Service Contract Act of 1965, As Amended (May 1989)
- FAR 52.223-7 Notice of Radioactive Materials (Jan. 1997) (applies when radioactive material is involved)
- FAR 52.224-2 Privacy Act (Apr. 1984) (applies when the design, development, or operation of any system of records on individuals is required to accomplish an agency function)
- FAR 52.225-8 Duty-Free Entry (Feb. 2000) (applies when supplies entitled to duty-free entry will be imported into the customs territory of the United States OR when other foreign supplies in excess of $10,000 may be imported into the customs territory of the United States)
- FAR 52.225-13 Restrictions on Certain Foreign Purchases (June 2003)
- FAR 52.227-9 Refund of Royalties (Apr. 1984) (applies when the amount of royalties reported during the negotiation of the subcontract or Purchase Order exceeds $250)
- FAR 52.227-10 Filing of Patent Applications—Classified Subject Matter (Apr. 1984) (applies when Purchase Order is likely to involve classified subject matter)
- FAR 52.227-11 Patent Rights—Retention by the Contractor (Short Form) (June 1997) (applies when Purchase Order involves experimental, developmental, or research work to be performed by a small business firm or domestic nonprofit organization)
- FAR 52.227-12 Patent Rights—Retention by the Contractor (Long Form) (Jan. 1997) (applies when Purchase Order involves experimental, development, or research work NOT to be performed by a small business firm or domestic nonprofit organization)
- FAR 52.227-13 Patent Rights—Acquisition by the Government (Jan. 1997) (applies when the subcontract or Purchase Order involves experimental, developmental, or research work)
- FAR 52.228-3 Workers’ Compensation Insurance (Defense Base Act) (Apr. 1984)
- FAR 52.228-4 Workers’ Compensation and War-Hazard Insurance Overseas (Apr. 1984)
- FAR 52.228-5 Insurance—Work on a Government Installation (Jan. 1997) (applies when the Purchase Order requires work on a Federal government installation)
- FAR 52.234-1 Industrial Resources Developed Under Defense Production Act Title III (Dec. 1994)
- FAR 52.237-7 Indemnification and Medical Liability Insurance (Jan. 1997)
- FAR 52.244-6 Subcontracts for Commercial Items (Apr. 2003) (applies when Purchase Order involves the acquisition of “commercial items” as that term is defined in FAR 52.202-1)
- FAR 52.245-18 Special Test Equipment (Feb. 1993) (applies when Purchase Order involves “special test equipment” as defined in the clause)
- FAR 52.247-63 Preferences for U.S.-Flag Air Carriers (June 2003) (applies when Purchase Order may involve international air transportation)
- FAR 52.247-64 Preference for Privately Owned U.S.-Flag Commercial Vessels (Apr. 2003) (excluding (e)(4)) (applies when the Purchase Order involves the transport of equipment, materials, or commodities in ocean vessels)
- DFARS 252.204-7000 Disclosure of Information (Dec. 1991)
- DFARS 252.223-7006 Prohibition on Storage and Disposal of Toxic and Hazardous Materials (Apr. 1993) OR Alternate I (Nov. 1995) (applies when the subcontract or Purchase Order requires, may require, or permits the subcontractor to treat or dispose of non-DOD-owned toxic or hazardous materials)
- DFARS 252.225-7014 Preference for Domestic Specialty Metals (Apr. 2003) (applies to Purchase Orders involving “specialty metal” as defined in the clause)
- DFARS 252.227-7013 Rights in Technical Data—Noncommercial Items (Nov. 1995) (applies when Purchase Order involves technical data for noncommercial items that is to be delivered to the government)
- DFARS 252.227-7014 Rights in Noncommercial Computer Software and Noncommercial Computer Software Documentation (June 1995) (applies when the Purchase Order involves noncommercial computer software or computer software documentation that is to be delivered to the government)
- DFARS 252.227-7016 Rights in Bid or Proposal Information (June 1995)
- DFARS 252.227-7019 Validation of Asserted Restrictions—Computer Software (June 1995) (applies only when the Purchase Order involves furnishing computer software to the government)
- DFARS 252.227-7034 Patents—Subcontracts (Apr. 1984) (applies when Purchase Order involves experimental, developmental, or research work to be performed by other than a small business firm or nonprofit organization)
- DFARS 252.227-7037 Validation of Restrictive Markings on Technical Data (Sept. 1999) (applies when Purchase Order involves delivery of technical data, except when the purchase relates to “commercial items” as defined in FAR 52.202-1)
- DFARS 252.235-7003 Frequency Authorization (Dec. 1991) (applies when the Purchase Order involves the development, production, construction, testing, or operation of a devise for which a radio frequency authorization is required)
- DFARS 252.247-7023 Transportation of Supplies by Sea (May 2002) (paragraphs (a) through (e) and (h))
- DFARS 252.247-7024 Notification of Transportation of Supplies by Sea (March 2000)
c. Clauses Applicable to Purchases of Noncommercial Items Exceeding US$10,000.
- FAR 52.222-36 Affirmative Action for Workers with Disabilities (June 1998)
d. Clauses Applicable to Purchases of Noncommercial Items of US$25,000 or More.
- FAR 52.209-6 Protecting the Government’s Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment (July 1995)
- FAR 52.222-35 Equal Opportunity for Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans (Dec. 2001)
- FAR 52.222-37 Employment Reports on Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans (Dec. 2001)
e. Clauses Applicable to Purchases of Noncommercial Items Exceeding US$100,000.
- FAR 52.203-6 Restrictions on Subcontractor Sales to the Government (July 1995)
- FAR 52.203-7 Anti-Kickback Procedures (July 1995) (excluding subparagraph (c)(1))
- FAR 52.203-12 Limitation on Payments to Influence Certain Federal Transactions (June 2003)
- FAR 52.215-2 Audit and Records—Negotiation (June 1999)
- FAR 52.215-14 Integrity of Unit Prices (Oct. 1997) (excluding paragraph (b))
- FAR 52.222-4 Contract Work Hours and Safety Standards Act—Overtime Compensation (Sept. 2000) (paragraphs (a) through (d))
- FAR 52.223-13 Certification of Toxic Chemical Release Reporting (June 2003)
- FAR 52.223-14 Toxic Chemical Release Reporting (June 2003) (except paragraph (e))
- FAR 52.227-1 Authorization and Consent (July 1995)
- FAR 52.227-2 Notice and Assistance Regarding Patent and Copyright Infringement (Aug. 1996)
- FAR 52.248-1 Value Engineering (Feb. 2000)
- DFARS 252.203-7001 Prohibition on Persons Convicted of Fraud or Other Defense-Contract-Related Felonies (March 1999)
- DFARS 252.209-7000 Acquisition from Subcontractors Subject to On-Site Inspection Under the Intermediate-Range Nuclear Forces Treaty (Nov. 1995)
- DFARS 252.247-7023 Transportation of Supplies by Sea (May 2002)
f. Clauses Applicable to Purchases of Noncommercial Items Exceeding US$500,000.
- FAR 52.219-9 Small Business Subcontracting Plan (Jan. 2002)
- FAR 52.230-2 Cost Accounting Standards (Apr. 1998)
- FAR 52.230-3 Disclosure and Consistency of Cost Accounting Practices (Apr. 1998)
- FAR 52.230-5 Cost Accounting Standards—Educational Institutions (Apr. 1998)
- FAR 52.230-6 Administration of Cost Accounting Standards (Nov. 1999)
- DFARS 252.249-7002 Notification of Proposed Program Termination or Reduction (Dec. 1996)
g. Clauses Applicable to Purchases of Noncommercial Items Exceeding US$550,000.
- FAR 52.214-26 Audit and Records—Sealed Bidding (Oct. 1997) (applies only if the United States Government contract was awarded by sealed bidding and the subcontract is expected to exceed the threshold in FAR 15.403-4(a)(1) for submission of cost or pricing data, currently set at $550,000)
- FAR 52.214-28 Subcontractor Cost or Pricing Data—Modifications—Sealed Bidding (Oct. 1997) (applies only if the United States Government contract was awarded by sealed bidding and the subcontract is expected to exceed the threshold in FAR 15.403-4(a)(1) for submission of cost or pricing data, currently set at $550,000)
- FAR 52.215-12 Subcontractor Cost or Pricing Data (Oct. 1997)
- FAR 52.215-13 Subcontractor Cost or Pricing Data—Modifications (Oct. 1997)
h. Clauses Applicable to Purchases of Noncommercial Items Exceeding US$1,000,000.
- DFARS 252.211-7000 Acquisition Streamlining (Dec. 1991)
i. Additional Clauses Applicable to the Purchase Order.
- FAR 52.202-1 Definitions (Dec. 2001) FAR 52.211-5 Material Requirements (Aug. 2000)
- FAR 52.211-15 Defense Priority and Allocation Requirements (Sept. 1990)
- FAR 52.214-27 Price Reduction for Defective Cost or Pricing Data—Modifications— Sealed Bidding (Oct. 1997)
- FAR 52.215-10 Price Reduction for Defective Cost or Pricing Data (Oct. 1997)
- FAR 52.215-11 Price Reduction for Defective Cost or Pricing Data—Modifications (Oct. 1997)
- FAR 52.219-8 Utilization of Small Business Concerns (Oct. 2000)
- FAR 52.222-20 Walsh-Healey Public Contracts Act (Dec. 1996)
- FAR 52.225-1 Buy American Act—Supplies (June 2003)
- FAR 52.225-3 Buy American Act—North American Free Trade Agreement—Israeli Trade Act (June 2003)
- FAR 52.225-5 Trade Agreements (June 2003)
- FAR 52.225-11 Buy American Act—Construction Materials Under Trade Agreements (June 2003)
- FAR 52.225-15 Sanctioned European Union Country End Products (Feb. 2000)
- FAR 52.227-14 Rights in Data—General (June 1987)
- DFARS 252.219-7003 Small, Small Disadvantaged and Women-Owned Small Business Subcontracting Plan (DOD Contracts) (Apr. 1996)
- DFARS 252.225-7001 Buy American Act and Balance of Payments Program (Apr. 2003)
- DFARS 252.225-7036 Buy American Act—North American Free Trade Agreement Implementation Act—Balance of Payments Program (Apr. 2003)
2. Clauses Applicable to Federal Grants. If the Purchase Order is entered into in connection with a grant or cooperative agreement between NYPL and the federal government, the provisions of OMB Circular A-110, Appendix A (Contract Provisions) and OMB Circular A-133, Paragraph 5 apply to the Seller and the Purchase Order. The full text of OMB Circulars may be found at http://www.whitehouse.gov/omb/circulars. Seller agrees to flow down all applicable clauses to lower-tier subcontractors.
3. Conflicts Between Clauses Applicable to the Purchase Order. In the event of any conflict among the clauses applicable to the Purchase Order, including those not applicable solely to federal grants and/or contracts, the most stringent clause will apply.