External providers, vendors, or suppliers (hereinafter “Vendor”) to Delaware Resource Group of Oklahoma, LLC (hereinafter “DRG”), shall agree to supplemental contract specific flow down regulations, when incorporated.
Additionally, the following terms and conditions apply to all Purchase Orders (PO):

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1. DRG reserves the right of final approval for products, direct & sub-tier Vendors, procedures, processes, and equipment supplied by Vendor.

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2. If specified in the PO, special processes must be used and performed by qualified personnel. DRG may require Vendor to produce documentation such as a certificate of conformity.

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3. DRG reserves the right to review and approve the Vendor’s Quality Management System (QMS).

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4. Vendor shall maintain the proper identification and revision status of specifications, drawings, process requirements, inspection/verification instructions and other relevant technical data.

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5. DRG reserves the right to evaluate, approve, or specify requirements for any designs, tests, test report data, inspection plans, verifications, use of statistical techniques, and related instructions for product acceptance, and any applicable critical items including, but not limited to, key characteristics.

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6. DRG reserves the right to designate requirements for test specimens for design approval, inspection/verification, investigation, or auditing.

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7. Vendor is required to:

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• Prevent the sale of counterfeit parts.

• Immediately notify DRG upon discovery of nonconforming product/material/service associated with the PO (including suspect or counterfeit

• parts) or if nonconforming product/material/service is anticipated.

• Obtain DRG’s approval for subsequent actions on all nonconforming product and component disposition related to such PO.

• Immediately notify DRG of changes in product and/or process, changes of suppliers (including sub-tier suppliers), and changes of

• manufacturing facility locations.

• Immediately notify DRG upon discovery of changes to applicable certifications (ISO, AS9100, etc.).

• Flow down all applicable requirements and regulations to the supply chain and any subcontractors Vendor may use in production of this PO.

• Be aware of their contribution to product/service conformity and product safety.

• Be aware of the importance of ethical behavior.

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8. Vendor is required to retain all records associated with the PO and purchased items for DRG’s minimum 7-year retention period or as required by the incorporated flow downs. Records must be made available for DRG or the Government, if applicable, and regulatory authority review in accordance with contract or regulatory requirements, but should otherwise be kept confidential.

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9. At no additional cost to DRG, PO items may be subject to inspection, surveillance and testing at reasonable times and places which shall be mutually agreed to in advance. DRG shall perform inspections, surveillance and tests so as not to unduly delay the work. DRG reserves the right to delegate inspection authority. If DRG performs an inspection or test on the premises of Vendor, Vendor shall furnish, and require its subcontractors to furnish, without additional charge, reasonable facilities and assistance for the safe and convenient performance of these duties. DRG's rights to perform inspections, surveillance and tests and to review procedures, practices, processes and related documents related to quality assurance, quality control, and configuration control shall extend to the Government, if the end user. When applicable, Vendor shall cooperate with any such Government-directed, or DRG-directed inspection, surveillance, test or review without additional charge to DRG. Nothing in this PO shall be interpreted to limit Government access to Vendor’s facilities pursuant to law or regulation.

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10. Vendor shall be responsible for ensuring the proper packaging of materials purchased under the PO afford adequate protection against damage via the transportation method used. No additional charges above the PO consideration will be allowed for packing, crating, freight, local cartage, and/or any other services unless so specified elsewhere in the PO. Vendor shall at all times comply with DRG’s written shipping instructions. The PO number(s) must appear on all correspondence, shipping labels, and shipping documents, including all packing sheets, bills of lading, airbills, and invoices.

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11. Vendor agrees to indemnify and hold harmless DRG and its employees from and against any and all liabilities, claims, suits, losses, costs and legal fees arising out of, or relating to any act or omission of Vendor in the performance and/or failure to perform under this PO, including, but not limited to, the negligent acts or omission of any subcontractor or any direct or indirect employees of; the representations and warranties made by Vendor, as provided in this PO; the performance thereof by Vendor or any subcontractor thereof or other third parties, including, without limitation, the provision of services, personnel, facilities, equipment, support, supervision, security breach, or review.

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12. Unless otherwise specified on the PO, Vendor shall at all time for the duration of the PO, at its own cost and expense, carry and maintain the insurance coverages that are specified as required in this PO or, if none are specified, the following minimum insurance coverage and limits: Statutory Workers’ Compensation coverage and Employers’ Liability with a limit of $500,000; Commercial General Liability (including bodily injury and property damage, products / completed operations coverage and contractual liability coverage) with a limit of $1,000,000 per occurrence. When applicable to Vendor’s performance on the PO, Vendor shall also maintain, and cause its subcontractors to maintain, (i) Automobile Liability coverage with a limit of $1,000,000 per accident; and (ii) Professional Liability covering the services provided by Vendor under this Purchase Order. Upon Buyer’s request, Vendor shall (1) provide Buyer with certificates of insurance evidencing required insurance, (2) arrange for a waiver of subrogation in favor of Buyer, and / or (3) in the case of the Commercial General Liability and Automobile Liability policies direct that Buyer be added as an additional insured.
Failure to maintain such insurance will be reason for termination of the PO. Supplemental insurance requirements incorporated through specific flow down documents shall be supplemental and in addition to the listed insurance requirements. In no event shall Vendor’s obligations hereunder be limited to the extent of any insurance available to or provided by Vendor.

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13. For any titled equipment or goods provided hereunder, Vendor represents and warrants it will deliver such to DRG at time of delivery, free and clear of any lien, claim, security interest, pledge or other encumbrance, perfected or unperfected, whatsoever.

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14. Unless expressly stated otherwise on the PO, title to the items purchased under the PO shall pass to DRG upon final acceptance at destination. Risk of loss or damage to the items shall remain with Vendor until delivery of the PO items. Notwithstanding the above, the risk of loss or damage to the items that fail to conform shall remain with Vendor until such nonconformity is cured.

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15. In addition to any other limitations on DRG or Vendor’s liability set forth herein, except in the case of willful, malicious or grossly negligent breach, in no event shall either DRG or Vendor, its employees, agents or representatives be liable by reason of breach or termination of this PO or for any acts or omissions in connection with this PO for any special, incidental or punitive damages of any kind. Nothing in this PO shall limit either DRG or Vendor’s ability to obtain direct damages related to this PO.

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16. Vendor represents and warrants it shall not procure or obtain, or extend or renew a contract to procure or obtain, any equipment, system, or service that uses covered telecommunication equipment or services as a substantial or essential component of any system, or as a critical technology as part of any system in accordance with the John S. McCain National Defense Authorization Act (NDAA) for Fiscal Year 2019, Section 889.

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17. Vendor’s timely performance is a critical element of this PO. Vendor shall strictly adhere to the schedules and /or delivery date specified in the PO. In the event of any anticipated or actual delay, Vendor shall: (i) promptly notify DRG in writing of the reasons for the delay and the actions being taken to overcome or minimize the delay; (ii) provide DRG with a written recovery schedule; and (iii), if requested by DRG, ship via air or expedited routing to avoid or minimize delay to the maximum extent possible. Unless Vendor is excused from prompt performance by DRG in writing, the added premium transportation costs are to be borne by Vendor.

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18. Vendor warrants that all items on the PO shall be free from defects in workmanship and material; shall be composed of all new materials unless otherwise expressly provided in writing; shall strictly comply with the requirements of the PO and all incorporated attachments, any specifications, drawings, or samples incorporated; and be free from defects in design and shall perform in accordance with the stated specifications of the PO and incorporated attachments. The foregoing warranties are in addition to all other warranties, whether expressed or implied, and shall survive any delivery to, or inspection, acceptance, or payment by DRG. All warranties shall run to DRG. Vendor shall defend, indemnify, and hold DRG harmless from and against any and all claims, loss, damages, liabilities, costs, and expenses (including attorneys’ fees) incurred by DRG in connection with personal injury (including death) or damage to property caused by a defect in a PO item or which was caused by any failure of Vendor to satisfy any warranty provisions as provided above.

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19. In case any of the PO items are found to be defective in material or otherwise are not in conformity with this PO, DRG has the right to reject such items or require their correction or accept the items with an equitable adjustment in price and deduct such from Vendor. Any of the PO items which have been rejected or required to be corrected may be returned to and shall be replaced or corrected by and at the expense of Vendor, including transportation charges, promptly after receiving notice from DRG in writing. If after being requested by DRG, Vendor fails to promptly replace or correct the defective supplies within a reasonable time as provided by DRG in writing, DRG may:

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• by contract or otherwise, replace or correct such items and charge to Vendor the cost incurred by DRG thereby; or

• withhold payment until the issue is resolved

• require a reduction in price which is equitable under the circumstances; and/or

• remove Vendor from DRG’s supplier register and/or

• Pursue all available legal action.

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20. Vendor shall hereby comply with all applicable local, state, and federal laws, orders, rules, regulations, ordinances, guidelines, and directives, in addition to any flowed-down Federal Acquisition Regulations, Defense Acquisition Regulations, and any other flowed-down provisions incorporated into the PO. DRG and Vendor agree that should a dispute arise pertaining to a PO, such dispute shall be governed and construed in accordance with the laws of the State of Oklahoma. Should any provision of this PO be held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remaining provisions of this PO shall not be affected or impaired. DRG and Vendor agree to the exclusive jurisdiction of any court located in Oklahoma County, State of Oklahoma regarding any dispute or interpretation of this PO.

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21. Should any of the above terms be determined inapplicable or otherwise unenforceable, the remaining terms shall still apply and be enforced.

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Purchasing Terms Rev. 4 – 08/20/2021