ATTACH.3 - Terms and Conditions.pdf

ATTACHMENT 3 TERMS AND CONDITIONS

SPE303-22-Q-0001

BLANKET PURCHASE AGREEMENT (BPA)

Fresh Fruits and Vegetables (FF&V), Egypt

Effective Date: Date of Award

Expiration Date: 3 years after date of award

INDEX:

SECTION I SCHEDULE OF SUPPLIES AND/OR SERVICES

SECTION II AUTHORITY TO PLACE CALL

SECTION III ORDERING

SECTION IV PERFORMANCE AND DELIVERY

SECTION V PRICING AND PAYMENT SECTION VI CLAUSES AND PROVISIONS

ATTACHMENT 1 - Offeror Submission Instructions

ATTACHMENT 2 - Schedule of Items and Prices/Catalog

ATTACHMENT 3 – Terms and Conditions

ATTACHMENT 4 - Sample Delivery Ticket and/or Invoice (DTI)

SECTION I - SCHEDULE OF SUPPLIES AND/OR SERVICES

Description of the Agreement

a. The Vendor shall furnish Class I Fresh Fruits and Vegetables (FF&V) in accordance with the current Food and Agriculture Organization (FAO) CODEX Alimentarius International.

http://www.fao.org/fao-who-codexalimentarius/standards/en/

The aforementioned standards may also be accessed through the U.S. Army Public Health Center website of Worldwide Directory of Sanitarily Approved Food Establishments for Armed Forces

Procurement at:

https://phc.amedd.army.mil/topics/foodwater/fwra/Pages/RelatedSites.aspx http://www.codexalimentarius.net/web/index_en.jsp

Food and Agriculture Organization (FAO) of the United Nations Food Safety and Quality:

http://www.fao.org/ag/agn/agns/index_en.asp

National Pesticide Information Center: http://npic.orst.edu/

World Health Organization (WHO) Food Safety: http://www.who.int/foodsafety/en/

The Vendor shall only furnish FF&V listed in Attachment 2 – Schedule of Items and Prices /Catalog, of this agreement, if and when requested by the Government, from the effective date through the date of expiration or cancellation, whichever occurs first.

b. All items delivered shall be produced, processed and prepared in accordance with the highest commercial standard practices, and shall conform to those products the contractor offers for resale in

Commercial outlets and/or for export. The vendor shall provide only the products as indicated in

Attachment No. 2 of this Agreement or its modifications.

Blanket Purchase Agreement

a. The Vendor's authorized official shall sign and date the agreement on SF1449 and forward by e-mail to: Defense Logistics Agency (DLA) Troop Support Europe & Africa

Barbara Nagel, Barbara.Nagel.de@dla.mil

b. The Contracting Officer will sign, date and return one (1) copy of the BPA to the Vendor. This

Agreement does not become effective until signed by the Contracting Officer.

SECTION II - AUTHORITY TO PLACE CALL

Authorized Ordering Activities

DLA Troop Support Europe & Africa, Contracting Officers and DLA Troop Support Europe & Africa, Subsistence Total Order and Receipt Electronic System (STORES) Ordering Officers are authorized to place calls for any items under this BPA.

Extent of Obligation

The Government is obligated under this Blanket Purchase Agreement only to the extent that authorized calls are actually placed. Only those items specifically listed in this Agreement are authorized for delivery. Delivery of unauthorized products shall be at the risk of and the sole responsibility of the supplier and may result in non-payment as well as cancellation of this agreement.

Call Limitation

DLA Troop Support Europe & Africa, Contracting Officers may place calls for any items under this BPA up to the Simplified Acquisition Threshold of $250,000. An individual call placed by an authorized STORES

Ordering Officer shall not exceed the current micro-purchase threshold without the written approval of the contracting officer for any item under this BPA.

Call Number

All calls/orders placed against this BPA shall be placed through the STORES ordering system, which initiates a FAX to the vendor. Fax Orders will indicate a Call Number, Contract Number and Purchase

Order Number.

SECTION III - ORDERING

Ordering Procedures and Limitations

a. Ordering under this BPA shall be accomplished by a fax initiated through the STORES Ordering

System generally fourteen (14) days prior to the required delivery date or as soon as feasible with:

Company: Cage Code:

Address:

POC (contract issues):

Tel:

Cell:

E-mail:

POC (ordering issues):

Tel:

Cell:

E-mail:

b. Changes to or cancellation of orders shall be placed seven (7) days before truck/container sealing and/or as soon as feasible.

c. Orders placed after 12:00 pm will be considered as placed on the following day. Order placed after 12:00pm on Friday's will be seen as placed on the following Monday.

d. At the time of receipt of an order from an authorized ordering activity, an order/call number will be furnished by that activity.

e. Order/call numbers must be placed on the delivery ticket-invoices by the supplier. Failure to include the order/call number on the delivery ticket/invoices will adversely impact the expeditious processing of payments.

Right to Award other Contracts and Orders

The Government reserves the right to award contracts and orders to other companies for like supplies and/or services during the same performance period as this Blanket Purchase Agreement.

SECTION IV - PERFORMANCE AND DELIVERY

Period of Performance

This Agreement shall remain in effect from the date specified in this BPA (Effective date) and shall last for a period of three

(3) years from (to be determined), or otherwise until terminated, whichever occurs first. Termination can be requested in writing with a notice of 30 days in advance by either party.

Place of Performance

All supplies and/or services required under this agreement shall be provided to the location specified in each individual call- “STORES order”.

Delivery Locations/Customers

Primary Delivery Location: Port of Safaga, Egypt

ADDITIONAL CUSTOMERS

a. The Government reserves the right to add Department of Defense (DoD) customers from the resultant BPA anywhere within the zone of Egypt, based on a mutually agreed upon implementation plan followed by a formal modification to the BPA, at no additional cost to the Government.

b. The Government reserves the right to unilaterally remove DoD customers from the resultant agreement by the issuance of a formal modification.

Delivery of all items under this Agreement shall be F.O.B. destination and shall be shipped “All transportation costs prepaid”.

Delivery Conveyances

The supplies delivered under this contract shall be transported in clean and closed refrigerated vehicles.

The vehicles shall be maintained in a sanitary condition to prevent contamination of the supplies. The vehicles shall be subject to inspection by the Government at all reasonable times and all places, including the Contractor's facility. Supplies tendered for acceptance in vehicles, which are not sanitary, may be rejected without further inspection.

Deliveries

a. All calls placed under this BPA shall be shipped complete or by mutual agreement of both parties.

b. All deliveries shall be made as indicated in the STORES generated fax call/order subject to the limitations outlined in this Blanket Purchase Agreement.

c. Required delivery date will be specified on each STORES fax call/order.

d. Delivery trucks are restricted as follows:

Delivery trucks shall not arrive outside of regular operating hours unless by prior agreement with local representatives. Installation passes must be obtained, in coordination with local facilities personnel, prior to first delivery of product.

Government personnel can reject, at the installation gate, shipments for which drivers have inadequate identification to gain access. Government personnel may “sign-in” vehicles at the installation gate on an infrequent, emergency basis only. Installation access requirements may vary, however, it is the sole responsibility of the vendor to research and otherwise comply with the same.

e. Deliveries will not be required on US Holidays and local Holidays unless prior agreement of both parties. Delivery may be required outside of the regular operating hours and will be coordinated as necessary with DLA Troop Support Europe & Africa office and/or Receiving Officer.

f. Palletized deliveries are to be made when feasible. Pallet return may not be allowable due to customer missions; therefore, pallets will become property of the U.S. Government at time of delivery.

Pallets and/or plastic shipping containers shall be included in the unit price of the products.

Packaging/Marking:

a. Cartons and/or boxes used for transportation shall be in such condition to protect the products against damage and deterioration, and will meet all carrier requirements to insure safe arrival at destination.

b. Packaging and packing will be in accordance with the highest commercial standard practices, and will conform to those products the contractor offers for resale in Commercial outlets and/or for export.

c. Shipping containers (cartons/boxes) shall show the following outside markings:

1. Contractor's Name and Address (Brand Name)

2. BPA Number as assigned

3. Net Weight of Shipping Container

4. Quantity

5. Item Nomenclature

6. Stock Number as assigned

7. Date of Product produced/or Expiration Date

d. Individual packages shall show the following outside markings:

1. Item Nomenclature

2. Net Weight

3. Expiration date

4. All retail items require a 9 or 13 digit code to computer identify the product through the use of scanning equipment (EAN).

e. All marking shall be clear, legible, non-fading and durable.

f. For supplies which are improperly marked, coded, or packaged, the Contracting Officer shall have the option to reject such supplies under the provisions of the inspection clause of this BPA.

g. Standard commercial markings for individual packages will be used to clearly mark and easily identify the nature of contents and the expiration date.

Test Samples

U.S. Army Public Health Command (USAPHC) Food Inspection Personnel may take samples from delivered quantities at any time for the purpose of submission to the Commander, Vet Lab Europe, CMR

402, APO AE 09180. Testing will be performed I.A.W. requirements of AE 40-70.

Licenses

The Supplier is responsible for obtaining any necessary export/import licenses including certificates for sanitation that maybe required by the government of the country into which his supplies are being imported. The Contractor is also responsible for complying with all applicable laws relating to production, handling, shipping and importing/exporting of the supplies purchased.

Acceptance/Rejection of Products

a. Authorized representatives of the Contracting Officer will be responsible for inspection, acceptance, and rejection of quantities delivered under this contract.

b. Rejection may occur for the following reasons:

1. Nonconformance to sanitary and/or medical standards

2. Nonconformance to terms and conditions listed in this contract

3. Nonconformance to Security Measures/Force Protection conditions listed in this contract

c. All or part of delivered quantity may be rejected depending on the criticality of the

Nonconformance.

d. A price adjustment (PA) may be determined by the Contracting Officer, as consideration, for any or for all minor nonconforming products.

ONLY THE CONTRACTING OFFICER HAS THE AUTHORITY TO MAKE DECISIONS CONCERNING

NONCRITICAL NONCONFORMANCE.

Delivery of Deleted Items

If deleted products are delivered after the effective deletion date, no payments will be made regardless of an order placed prior to this date.

Special Inspection Requirements

a. Vans used for transportation will meet all carrier requirements to ensure safe and sanitary arrival of goods at destination.

b. The Government reserves the right to inspect and test all supplies (which include raw materials, intermediate assemblies and end products), plant facilities, machinery, equipment, and parts used in the production, processing, handling, storage, transportation, or delivery of supplies under this contract to the extent practicable at all times and in any event prior to acceptance.

c. Final inspection and acceptance for all supplies tendered under the terms of this contract will be at destination. Destination inspection will be performed I.A.W. DSCPM 4155.6, subsection 218.1

(European Supplement).

SUBSISTENCE REQUIREMENTS:

All products offered will be produced, processed and prepared only in production plants listed in the

Worldwide Directory of Sanitarily Approved Food Establishments for Armed Forces Procurement. Any change in product source will require approval from the U.S. Army Public Health Command (USAPHC) and a formal modification issued by the Contracting Officer. See items that require listings (ex.

mushrooms, bottled water, etc.) at http://phc.amedd.army.mil/TOPICS/FOODWATER/CA/

Pages/DoDApprovedFoodSources.aspx

SECURITY MEASURES/FORCE PROTECTION:

a. As vendors/contractors under a U.S Government contract, quality control procedures must be heightened to ensure that product entering your facility is safe for public consumption.

The following security guidance is provided: Make sure all boxes, bags, etc. are intact and demonstrate no evidence of tampering. All incoming truck drivers should provide adequate identification upon request. Visitors should also be properly identified and access limited to appropriate areas. Procedures for storing product should adequately control access to eliminate any possibility of product adulteration.

Review lighting and camera conditions at your facilities and consider whether fencing and locking devices are adequate. Never leave open trucks unattended, and use seals when possible to designate loaded trailers. Security seals shall be properly placed on delivery vehicles and registered/logged in per delivery. Ensure employee background checks are up to date. Ensure drivers have communication devices available in the event of an emergency and establish emergency phone numbers for them to use. Firms should keep a low profile and share customer routes etc. on a need to know basis. Review of overall organizational corporate security plans should be conducted and consider whether private security firms are needed to assess or reduce risk. It is important to convey to all warehouse, office and fleet personnel that security should not be taken lightly and any suspected adulteration or evidence of product tampering must be reported immediately.

b. The contractor plays a vital role in supporting DLA Troop Support Europe and Africa customers.

As such, the contractor shall take all necessary actions to secure products delivered to all military installations/customers, as well as any applicable commercial destinations. The U.S. Government may periodically review the contractor's security plans and may require more stringent procedures to insure security of the product, particularly in light of the heightened threat of terrorism.

c. The U.S. Government may perform site-surveys to ensure proper adherence to the procedures, terms, and conditions outlined in this contact. All site-surveys will be accomplished in coordination with the contractor.

SECTION V - PRICING AND PAYMENT

Catalog Prices/Schedule of Items

The awardee under this contracting instrument warrants that the produce prices set forth in each schedule submitted to the U.S. Government shall be fair and reasonable based on comparison to current market trends for items of comparable quantities and quality.

1. Total Unit Price: Prices submitted on Attachment 2 will be included in the ordering catalog following award. The proposed price for each item in Attachment 2 will be the catalog price for the first order that is issued within 30 days of effective date of the BPA.

The total unit price for each item shall include all fees, such as and not limited to transportation, labor, customs and handling, packaging etc. to the delivery locations. Prices shall be F.O.B. destination, no separate fees.

All prices listed in attachment 2 must be rounded to the nearest penny. Ex: $10.883 = $10.88 , $0.009 =

$0.01

Price changes are applicable to unit prices only, distribution prices are fixed and are found in

Attachment 1.

2. Unit Price Changes and New Items: The Contracting Officer will conduct on-going price reasonableness determinations on all item price increase to Attachment 2. For each item the vendor is requesting a price increase, the Contracting Officer will conduct a separate price reasonableness determination. The item will remain in the catalog at the existing price until the contracting officer is able to determine that the increased price is fair and reasonable. Vendor must provide invoices or quotes from their sources upon request from the Contracting Officer or Contract Specialist.

3. The unit of weight shall be expressed in U.S. Pounds (LBS) and the currency in USD.

4. The Vendor shall submit prices, when requested, to the DLA Troop Support Europe & Africa. The prices shall be submitted by Wednesday or as indicated by DLA Troop Support E&A.

NOTE: PRICE SHALL BE EFFECTIVE AT DATE OF ORDER AND NOT DATE OF DELIVERY. Example: if an order is placed on a Friday for delivery the following week, the prices effective in the ordering week

(example Friday) shall be invoiced.

Contractor Delivery Ticket/Invoice (DTI):

a. All shipments under this contract/agreement shall be accompanied by delivery ticket/ invoice, which shall contain the following information (see attachment 4 - sample delivery ticket/ invoice):

1. Name of supplier, Address, Phone & Fax Number;

2. Contract/BPA Number and order/call number indicated on the STORES Purchase Order;

3. Date of Purchase;

4. Itemized list of supplies (Nomenclature) furnished;

5. Item number (National Stock Number)

6. Quantity delivered;

7. Unit price and extended totals;

8. Date of delivery;

9. Place of delivery with DODAAC Number;

10. Signature of Vendors Representative (Delivery Driver) and Date

11. Signature of Receiver (US Representative) and Date

12. Payment terms

13. Customs declaration document number, AE Form 302 (if applicable)

The DTI (Delivery ticket-invoice) document shall consist of an original (1) and one copy. The order or call number must be provided by the ordering activity when a delivery is requested on the STORES fax.

Upon delivery, receiving installation will verify all information on the delivery ticket-invoice against the requested and received supplies. All discrepancies with the order shall be resolved with the vendor. All receipt discrepancies shall be annotated on the delivery ticket- invoice. The authorized receiving personnel must initiate all erasures or changes on delivery ticket-invoices.

Receiving official must certify the DTI with date and original signature.

Title and telephone number of the receiving official shall be typed, stamped or printed legibly underneath the original signature.

Electronic Data Interface (EDI) Invoicing Procedures

The STORES/EBS Reconciliation (Recon) Tool web application is required to be used to submit invoices electronically. The system can be found on the DLA Troop Support web page for subsistence at https://www.stores.dla.mil/stores_web

Follow system instructions by registering to obtain a User ID and Password.

Once registered, and access has been granted, the application will allow you to view on the website customer receipts/ orders, for your contracts only. You can review the receipt/order, and, if in agreement, invoice number can be inserted. This receipt/order information is available for eight (8) weeks. The system will be updated daily from the receipt files.

Invoices submitted, will generate an EDI invoice, which will automatically be transmitted to the payment office DFAS, below.

Note: All efforts should be taken by the vendor to register and submit invoices electronically through

STORES.

Payment

a. Payment of invoices will be made by:

Defense Finance & Accounting Service - Columbus Center DFAS-BVDP (SL4701) PO Box 369031

Columbus, Ohio 43236-9031 U.S.A

b. Payment will be made via Electronic Fund Transfer (EFT) as indicated by the vendor.

c. Payment Terms: Net 15 days