1. ACCEPTANCE. Acceptance of the offer represented by this purchase order is expressly limited to the terms of this purchase order and commencement of Sellers performance hereunder shall constitute its acceptance of this purchase order. This purchase order is the entire contract and no changes are binding on Buyer unless they are in writing on Buyer’s forms and signed by an authorized representative of the Buyer’s Purchasing Department. Not-withstanding any references in this purchase order to Seller’s quotation, this order is not in response to, or an acceptance of, such quotation and any reference to, or attachment of Seller’s terms and conditions, or those appearing on Seller’s acknowledgement or invoice, shall not alter the terms hereof and shall be disregarded by Buyer.
2. EQUAL EMPLOYMENT OPPORTUNITY. This Buyer and Seller shall abide by the requirements of 41 CFR §§ 60-1.4(a), 60-300.5(a), and 60-741.5(a).  These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex, or national origin. Moreover, these regulations require that covered prime contractors and Vendors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, national origin, protected veteran status or disability.  This Buyer and Seller shall also abide by the requirements of 29 CFR Part 471, Appendix A.
3. DELIVERY. Delivery dates herein specified are of the essence of this purchase order and deliveries must be made on time and in the quantities specified. Failure by the Seller to make timely delivery in the quantities specified shall entitle the Buyer to cancel this order and to purchase elsewhere and hold the Seller accountable therefore. If at any time the Seller has reason to believe that deliveries will not be made as scheduled, written notice setting forth the cause and estimated length of the delay shall immediately be forwarded to the Buyer.
4. INSPECTION AND REJECTION. All material and services received under this purchase order shall be subject to the Buyers right to inspect and reject, and a receipt for or payment for material and services shall not constitute an acceptance thereof. Defective material or material or services not in accordance with the Buyers specification may be modified or replaced by the Buyer at the Seller’s expense or may be returned at the Seller’s expense for replacement, repair, or credit. The Government may engage in the same inspection activities as Life Cycle Engineering, Inc. 
5.TERMINATION. Buyer, by written notice, may terminate this order, in whole or in part. In the event this order is terminated as a result of Sellers default, the Seller shall be liable for damages, including the excess cost of re-procuring similar items. If this order is terminated for the convenience of Buyer, Seller shall be compensated proportionately to the extent that items have been shipped or services rendered prior to the effective date of termination, Other than to this extent, Buyer shall not be liable to Seller for any damages on account of its failure to accept all of the items or services ordered.
6. WARRANTIES. Supplier/Contractor expressly warrants that the goods and services covered by this order will (a) conform to the specifications, drawings, samples, or other descriptions furnished or specified by Buyer, (b) be merchantable and fit and sufficient for the purpose intended, (c) be free from defect in material and workmanship, and (d) not infringe any patent right and Supplier/Contractor agrees to defend, at its expense, any suit arising with respect thereof and to indemnity and hold harmless Buyer and users of Buyer’s products from all loss and expense incurred on account of any alleged or actual infringement. All warranties shall extend to Buyer and the users of its products and shall not be deemed to be exclusive. Supplier/Contractor agrees that these Warranties shall survive acceptance of the goods. Said Warranties shall be in addition to any Warranties of additional scope, given to Buyer by Supplier/Contractor.
7. INDEMNIFICATION. To the extent caused by either party, such party shall indemnify and hold the other party, its agents and employees, (other party, its agents and employees hereinafter referred to as “indemnitees”) harmless from and against any and all loss, damage, injury, liability to or death of any person, including any employee of such party or any indeminitee or for loss or damage to property, including claims therefore and any costs, expenses, and reasonable attorneys’ fees, arising from or relating to such party’s negligence in performing or failing to perform under this Agreement or a contract for a specific Project.
Neither party shall be liable for incidental or consequential loss, or damages to persons or property including, but not by way of limitation, the right to be paid for loss of time, loss of services, loss of production, lost profits, lost business, lost savings or other economic or business loss or claims of any kind whatsoever, arising out of or a consequence of the services performed.
8. LIENS. If this order covers job site work, Seller shall be solely responsible for all claims of whatever nature arising out of non-payment for services, labor and materials furnished or contracted for by Seller in performance of work hereunder, including all liens which may be levied against Buyer or its customers. Before final payment, or at any time upon Buyers request, Seller shall furnish Buyer with an affidavit conforming to the laws of the state in which the work is performed, or in absence of any such law then an affidavit satisfactory to Buyer setting forth the names and amounts due and remaining unpaid to all persons furnishing services, labor, or materials hereunder Buyer shall have the right to pay directly to all of Sellers’ creditors all such amounts as may be due them and deduct same from payments to Seller.
9. ASSIGNMENT. No assignment or modifications of this order shall be binding unless in writing and assigned by Buyer and the Seller.
10. USE OF BUYER’S DATA. Seller shall not without prior written consent of Buyer use or disclose any data, designs, or other information belonging to or supplied by or on behalf of Buyer, except in performance of orders for Buyer or the Government where the Government owns or has a right to use the data. Upon Buyer’s request such data, designs or other information and any copies thereof shall be returned to Buyer or destroyed. Seller will provide notice in writing that all such data, designs or other information has been destroyed.
11. FAIR LABOR STANDARDS ACT. Seller agrees in connection with the manufacture of goods covered by this order to comply with the applicable requirements of the Fair Labor Standards Act, as amended, and of the regulations and order of the Department of Labor issued there under, all invoices must carry the following certificate in order to be approved.

‘We hereby certify that these goods were produced in compliance with all applicable requirements of Sections 6, 7, and 12 of the Fair Labor Standards Act, as amended, and of regulations and orders of the United States Department of Labor, issued under Section 14 thereof.’

12. SAFETY AND HEALTH. Seller warrants that the goods furnished under this order conform to and comply with all applicable standards pursuant to the Occupational Safety and Health Act of 1970 (as amended through January 1, 2004). Seller agrees to advise Buyer of all precautions necessary in the installation, storage and handling of goods purchased on this order in order to comply with OSHA and/or generally accepted safety procedures.
13. GOVERNMENT REGULATION. In furnishing goods or services covered by this order, Seller agrees to comply with the provisions of all applicable federal, state and local laws, rules, regulations, ordinances and orders.
14. TRADEMARKS. The terms LIFE CYCLE, LIFE CYCLE ENGINEERING, RELIABILITY EXCELLENCE, Powered by Rx, LIFE CYCLE INSTITUTE and other identifiers used by Life Cycle Engineering, Inc. (“LCE”) are trademarks and/or service marks of LCE (the “Marks”), and no rights are granted to Seller by LCE to use these Marks, or any of them, except in conjunction with goods or services provided by LCE.
15. CLAIMS.  Except as may be expressly set forth in this terms and conditions document with the Government Contracting Officers express consent, the Seller shall not acquire any direct claim or direct course of action against the US Government.  
All insurance is to be issued by companies designated by A.M. Best Company with a rating of A (VIII) or better. LCE reserves the right to review certified copies of any and all insurance policies to which this Subcontract is applicable. Insurance certificates, written on a standard ACORD form, and a copy of the additional insured endorsement, must be received by LCE prior to commencement of Work. If Subcontractor should subcontract any of this work to a third party, Subcontractor shall see to it that such third party maintains insurance as required herein and shall furnish evidence thereof to LCE. All coverages obtained by Subcontractor shall be on an occurrence policy form and not on claims made policy form except professional.
Insurance policies required:
      1. Commercial General Liability Insurance. Subcontractor shall obtain and maintain Commercial General Liability Insurance, on an occurrence form (ISO form CG 00 01) for the hazards of (i) subcontractors and sub-subcontractors, (ii) independent contractors, (iii) products and completed operations, (iv) explosion, collapse and underground, and (v) contractual liability insuring the indemnities set forth in the Subcontract. Each Project shall have minimum limits of $1,000,000 per occurrence and if a general aggregate limit applies, the general aggregate limit shall apply separately to the project/location utilizing endorsements, ISO CG 25 03 and/or 25 04 or equivalent. If the Subcontractor is performing work on a vessel then marine general liability including ship repair legal liability is required, subject to all the provisions as stated above as appropriate for marine liability.
      3. Comprehensive Automobile Liability Insurance. Subcontractor shall maintain comprehensive automobile insurance, including contractual liabilities insuring the indemnities set forth in this subcontract covering all owned, non-owned and hired automobiles, collectively referred to as “any auto”, used in connection with the services or other work hereunder and shall have minimum bodily injury and property damage limits of $1,000,000 combined single limit per occurrence. 
      5. Workers’ Compensation and Employer’s Liability Insurance. 
Workers’ Compensation: Coverage for statutory obligations imposed by laws of any State and employer’s liability in which the work is to be performed, including where applicable, coverage under the United States (“US”) Longshore and Harbor Workers’ Compensation Act (“USL&H”) and or MEL (Maritime Employers Liability) in the minimum amount of statutory limits and the Defense Base Act (“DBA”) in the minimum amount of statutory limits covering all employees. 

Applicability*: USL&H – coverage for employees of Subcontractor when Subcontractor is working on navigable waters of the U.S. including any adjoining pier, wharf, dry dock, terminal, building way, marine railway, or other adjoining area customarily used by an employer in loading, unloading, repair, dismantling or building a vessel.

Applicability: MEL – coverage for any Subcontractor when Subcontractor is working on navigable waters when a vessel is underway, the Subcontractor spends more than 30%, subject to applicable exceptions, of their time working as such and the Subcontractor is or can be construed as a crewman.

Applicability: DBA – coverage for employees of Subcontractors when Subcontractor is working on public sector projects outside the U.S. This includes work on and off military bases outside the U.S.
Employers Liability: $1,000,000 injuries to employees with limits of: $1,000,000 per accident, $1,000,000 each employee by disease and $1,000,000 policy limit by disease.

    1. Excess Liability: Subcontractor shall maintain Excess Liability coverage on an umbrella form with minimum limits of $5,000,000 per occurrence and $5,000,000 per project aggregate. Said policy shall be as broad as primary.
    1. Professional Liability Errors and Omissions Insurance and/or Tech E&O including cyber liability as appropriate to the Consultant’s profession and work hereunder, with limits not less than $2,000,000 per occurrence and $2,000,000 in the aggregate covering claims arising out of the performance and/or furnishing of Professional Services and for claims arising out of allegations of errors, omissions or negligent acts in connection with the subcontract.
    1. Contractors’ Pollution Legal Liability (if project involves environmental hazards) with limits no less than $2,000,000 per occurrence or claim, and $2,000,000 policy aggregate written on a form reasonably acceptable to LCE.
    1. Property: Any property the Subcontractor utilized whether rented, owned or borrowed, in relation to this agreement shall be insured by the Subcontractor.
    1. Limits: The Insurance obligations under this agreement shall be 1) all the Insurance coverage and/or limits carried by or available to the Contractor; or 2) the minimum Insurance coverage requirements and/or limits shown in this agreement; whichever is greater. Any insurance proceeds in excess of or broader than the minimum required coverage and/or minimum required limits, which are applicable to a given loss, shall be available to LCE. No representation is made that the minimum Insurance requirements of this agreement are sufficient to cover the obligations of the Contractor under this agreement.
    1. Privity:  Any necessary coverages in favor of any entities/additional insureds and or with respect to any other coverages required by this contract with whom the Subcontractor is not in privity of contract or with whom the insured does not have a direct written agreement, shall specifically state the names of those parties with whom the Insured is not in privity of contract and/or include broadly worded endorsements specifically evidencing the intent to make such parties eligible for coverage under the subject policies.

    Insurance policy provisions applicable to all insurance coverage required herein unless specified otherwise below:  

    1. Additional Insured: Subcontractor furnished insurance (except Workers’ Compensation; and, professional which shall be limited to vicarious liability (Professional policies shall not contain a cross suits exclusion which could invalidate coverage due to any insured vs. Insured condition and or similar condition when additional insured coverage is provided) shall include LCE and all their assigns, subsidiaries and affiliates as additional insureds as their respective interest may appear. The coverage afforded the additional insureds must provide coverage at least equal to that of ISO forms CG 20 10 & CG 20 37 ed. (04/01). (ii) Primary and non-contributory: any coverage carried by Contractor and/or Owner will be excess of Subcontractor’s coverage. All policies including umbrella policies shall be endorsed to include a Primary and non-contributory condition. Stating follow form for umbrella policies is not acceptable unless a copy of the umbrella is attached evidencing such follow form status. (iii) Waiver of Subrogation: All insurance policies supplied shall include a waiver of any right of subrogation, as allowed by law, of the insurers there under against LCE and all its assigns, subsidiaries, affiliates, employees, insurers and underwriters on form CG 24 04 12 19 or equivalent. The waiver of subrogation required for all insurance policies provided shall not include any restrictions relative to negligence or injuries resulting to employees of Subcontractor or its sub-subcontractors. (iv) Notice: Subcontractor shall furnish evidence of the above insurance in the form of certificates within 5 days of the execution of this subcontract agreement. The policies providing the above insurance shall contain a provision whereby no reduction in coverage amount, modification in any material respect, cancellation or non-renewal can occur without notification to LCE. The notice shall be deemed to have been sufficiently given if and when received by the party to be notified as set forth below:

Life Cycle Engineering, Inc.
ATTN: Frances Marsh 4360 Corporate Road
North Charleston, SC 29405-7445

*The applicability guidelines are for illustrative purposes only and each subcontractor should check with their agent for your actual applicability based upon your specific scope of activities.

17. PRIME CONTRACT TERMS AND CONDITIONS. This Purchase Order is subject to the FAR and DFARS Flow Downs for the Prime Contract provided as an attachment to the Purchase Order. The attached mandatory FAR and DFARS of the Prime Contract must be included in any subcontract or order with a second-tier subcontractor.