Sole Source Doc 6_27_2023.pdf

SOLE SOURCE JUSTIFICATION

FOR FEDERAL PROCUREMENTS UNDER THE SIMPLIFIED ACQUISITION THRESHOLD

(The use of this template is optional and solely for the convenience of the Contracting Officer)

1. Estimated Dollar Value:

2. Anticipated Period of Performance:

3. Does the anticipated Period of Performance include option years? If no, explain.

4. Sources Sought Notice posted to Contract Opportunities and attached to this document?

☐ Yes ☐ No

5. Market Research conducted and attached to this document?

☐ Yes ☐ No

6. Is this a new requirement or a follow-on to an expiring award?

7. Describe the requirement. Please note that the requirement is the minimum acceptable specification or capability, and is not necessarily the best in the industry. Please note whether any additional follow-on work is anticipated in response to the current proposed effort.

8. List the proposed vendor and contact information.

9. Describe why the proposed vendor is the only vendor from which the requirement can be obtained. Examples of acceptable justifications include but are not limited to: sole manufacturer and seller, adherence to warranty provisions, urgency, etc. If other vendors can provide similar products or services, describe why they cannot meet our particular requirement.

SOLE SOURCE JUSTIFICATION

FOR FEDERAL PROCUREMENTS UNDER THE SIMPLIFIED ACQUISITION THRESHOLD

(The use of this template is optional and solely for the convenience of the Contracting Officer)

10. Certification:

I hereby certify that the information provided above is accurate and complete to the best of my knowledge and belief.

Technical Representative Date

11. CO Certification:

I hereby determine that the circumstances of this procurement action deem only one source reasonably available. Also, the quoted price is determined to be fair and reasonable as documented on the SAP e-File Checklist and Award Summary.

Contracting Officer Date

Additional notes:

#5 - Market Research Conducted:

We have an Opto22 system that was installed in the 1980’s parts a no longer available for repair.

Upgrade must be done to continue research.

We conducted market research through GSA Advantage and there was no products or vendors available. The closest authorized dealer online was ACS in Marietta

#7 - Describe the requirement.

Due to a safety inspection and the age of the equipment at our rain fall controlled plot facility , we must upgrade all of the Opto22 control and data logging systems. This system must be replaced with Opto22 system to fit the existing wiring and for warranty issues a licensed Opto22 dealer must design and build the panels.

#8 - List the proposed vendor and contact information.

Jade Paul - Advanced Control Solutions & Automation, Inc.

1400 Williams Drive Marietta, GA 30066 jpaul@acs-ga.com

(P) 770-956-7202

(M) 678-643-5795

#9 - Describe why the proposed vendor is the only vendor

Due to a safety inspection and the age of the equipment at our rain fall controlled plot facility, we must upgrade all the Opto22 controls and data logging systems. To install a custom replacement of obsolete equipment. This system must be replaced with Opto22 system to fit the existing wiring and for warranty issues a licensed Opto22 dealer must design and build the panels. ACS is the closest Opto22 vendor that can build all of the control panels and will be able to do any warranty work and service in a timely manner.

Hank Sheppard

USDA/ARS/NPRL

229-343-1110

Page | 1

Plot Control System Hardware

Prepared for:

Hank Sheppard

USDA/ARS NPRL - Dawson

1011 Forrester Dr SE Dawson GA 39842-2108 hank.sheppard@ars.usda.gov

Prepared by:

Jade Paul Advanced Control Solutions & Automation, Inc.

1400 Williams Drive Marietta, GA 30066 jpaul@acs-ga.com

(P) 770-956-7202

(M) 678-643-5795

Page | 2

Scope of Work

ACS proposes to design and build a monitoring and control system for USDA/ARS NPRL - Dawson’s 12 peanut plots. This system includes a total of eight control panels and specified field devices intended for contractor installation (not included in this proposal) and later software development (estimated in this proposal.)

System Description/Pricing

Plot Control System Hardware

The system will consist of a. (1) Master Control Panel to be located in the air-conditioned main building, b. (1) Outdoor HMI Panel to be located on an outside wall of the main building, c. (6) Distributed Plot Control panels to each be located in proximity their assigned plots, and d. specified field devices as defined below. Two weeks of programming development (offsite) is included in this costing (pending an agreed upon scope of work between USDA and ACS Engineering.)

a) The Master Control Panel includes the following: Opto EPIC or groov RIO with I/O for 2 Rainfall Sensors and local VFD Interaction, 12 Control Techniques 2HP VFDs, HMI Touch Screen, Power Supply, and Ethernet Communications.

b) The Outdoor HMI Panel includes the following: HMI Touch Screen, Power Supply, and Ethernet Communications.

c) The 6 Distributed Plot Control Panels each include the following: Opto EPIC or groov RIO with I/O for 12 4- 20ma Humidistat inputs, 12 Type T Thermocouple inputs, 28 DC inputs for contactor auxiliary signals, 4 DC inputs for rooftop proximity sensors, and 2 Relay Outputs to control the 28 mini contactors for heat strip control. For Heat Strip Control there are two independent groups of 14 mini-contactors. Also included is a Power Supply as well as Ethernet Communications.

d) Field devices include the following: 24 Balluff proximity sensors for roof end of travel detection with up to 15M cordsets. For roof control there are 12 2HP TENV motors paired with 12 right angle gearboxes.

e) Schematic drawings of the system’s electrical system/components will be supplied upon the completion of the build.

Engineered system offered at a sell price of $197,911

Project Timeline

We estimate 16-20 weeks** delivery (from order placement). Milestones:

a) Receipt of Purchase Order from USDA/ARS NPRL - Dawson

b) Receipt of down payment

c) ACS orders component hardware

d) System engineering/build

e) Shipment

f) On site commissioning

**Estimated lead times are valid for 30 days and are predicated upon current engineering workloads. We reserve the right to adjust lead times if, at the time of order placement, engineering backlogs have changed significantly from when the proposal was generated. Any changes will be communicated PRIOR to order acceptance.

Page | 3

Onsite Commissioning & Startup

Onsite Commissioning is pending a defined programming scope from USDA/ARS NPRL – Dawson. Two weeks of Onsite Commissioning / Programming work (during normal ACS business hours) is included for budgetary purposes.

Ten days of onsite engineering support $15,600

Estimated travel expenses $7,900

Note: our standard engineering rate is $195.00/hr Monday-Friday 8am-5pm. We are happy to offer USDA/ARS NPRL - Dawson time as necessary.

Customer Responsibilities

- This offering is intended to be installed by a professional electrical and mechanical contractor acting on behalf of USDA/ARS NPRL – Dawson.

- USDA/ARS NPRL - Dawson and / or contractor will be responsible for installation of control panels and all field devices including any bracketing, structure, or mechanical services required.

Note: The system is being developed to offer modern control and monitoring capabilities based upon the described inputs and outputs. If there are parameters outside our knowledge, a modification of the system at additional cost may be necessary.

Payment Terms

a) 50% upon receipt of customer order. ACS begins design and ordering of materials upon receipt of this payment.

b) 50% upon acceptance of project (not to exceed 30 days from hardware delivery date).

Note: In the event of a discrepancy in the interpretation of either party’s obligations in this transaction, this proposal will be regarded as the ruling document.

Page | 4

Additional Onsite Support or Installation Assistance

In order to insure a successful startup, ACS is happy to offer customers additional installation assistance, onsite support or training of the system. The onsite support is contingent upon your commitment to a cooperative installation and training period attended by representatives from both ACS and USDA/ARS NPRL - Dawson.

Advanced Control Solutions & Automation, Inc. Engineering Rates are as follows:

Engineering Hours: Monday thru Friday 8:00 – 5:00: $195.00 per hour

Overtime Engineering hours (over 8 hours) and Saturday: $295.00 per hour

Sunday hours: $390.00 per hour

Overtime Saturday and Sunday (over 8 hours): $480.00 per hour

Holiday hours: $480.00 per hour

Travel time from ACS office to job site $100.00 per hour

Saturday & Sunday Travel time $150.00 per hour

Holiday Travel time $200.00 per hour

Mileage charge from ACS office to job site $0.585 per mile

Per Diem charge $95.00 per day

Hotel Estimate $250.00 per day

All other expenses billed at cost

Eight (8) hour minimum billing for all engineering services.

Travel Time to be billed in addition to engineering services.

Any purchase of additional onsite support for facilitating a system, proving out the application with production work pieces, and training USDA/ARS NPRL - Dawson’s personnel will be billed on an ongoing basis of man-hours of engineering time. Please note ACS will not be held to a performance guarantee for this time or responsible for any additional features of the system to ensure production needs are meet. We reserve the right to bill for actual hours in excess of this time if it is exceeded.

Thank you for considering Advanced Control Solutions & Automation, Inc. as your trusted automation solution provider. We look forward to the placement of your order.

Sincerely, Jade Paul

Headquarters Nashville Knoxville Birmingham Charlotte 1400 Williams Drive 1039 Parkway Drive 130 Perimeter Park Rd 1012 Edenton Street 10345 Nations Ford Rd

Marietta, GA 30066 Suite B Suite D Birmingham, AL 35242 Suite B

1-800-969-7772 Spring Hill, TN 37174

615-595-6770

Knoxville, TN 37922

1-800-969-7772

1-800-969-7772 Charlotte, NC 28273

1-800-969-7772

Page | 5

STANDARD TERMS AND CONDITIONS OF SALE

GOODS AND SERVICES SOLD BY ADVANCED CONTROL SOLUTIONS & AUTOMATION, INC. OR ITS AFFILIATED COMPANIES (“SELLER”) ARE EXPRESSLY SUBJECT TO THE TERMS AND CONDITIONS SET FORTH BELOW. ANY DIFFERENT OR ADDITIONAL TERMS OR CONDITIONS IN BUYER’S PURCHASE ORDER OR SIMILAR COMMUNICATION ARE OBJECTED TO AND SHALL NOT BE BINDING ON SELLER UNLESS AGREED TO IN WRITING BY A SELLER CORPORATE OFFICER. BUYER’S ACCEPTANCE OF SHIPMENT OR PERFORMANCE AND/OR PAYMENT FOR THE GOODS OR SERVICES CONSTITUTES ACCEPTANCE OF SELLER’S TERMS AND CONDITIONS.

PRICE: Prices in effect at time of shipment of goods or performance of services shall prevail. All prices quoted by SELLER are subject to correction or change without notice. Prices do not include freight, shipping, handling fees and/ or duties, any present or future sales, use, excise, value-added or similar taxes. Where applicable, such taxes shall be billed as a separate item and paid by Buyer. A standard shipping charge is applied to each invoice for goods to cover the material preparation, packaging, freight and/or any additional costs associated with each shipment based on value and/or weight of the shipment. Additional charges for local delivery may also apply. Export orders may be subject to other special pricing.

PAYMENT TERMS: Unless otherwise agreed in writing, terms of payment are thirty (30) days net, without setoff or deduction, from date invoice was mailed or goods are delivered, whichever is earliest, if Buyer’s credit has been approved prior to sale. A late payment charge of 1 1/2% per month (an annual percentage rate of 18%) shall be charged on all past due accounts and Buyer shall pay SELLER all costs incurred by it in collecting any past due account from Buyer, including, but not limited to, all court costs and attorney’s fees. However, if the foregoing charges exceed that rate which is the maximum permitted by law, then such charges shall be calculated to be the highest allowable lawful rate. The remittance portion of the invoice shall accompany payment. Alternatively, payments and other adjustments must reference the invoice number to assure proper credit.

CREDIT BAL ANCE: Any credit balance issued will be applied within one (1) year of its issuance. IF NOT APPLIED WITHIN ONE (1) YEAR, THE BALANCE REMAINING SHALL BE CANCELLED, AND SELLER SHALL HAVE NO FURTHER LIABILITY EXCEPT AS

REQUIRED BY APPLICABLE LAW.

DELIVERY: Unless otherwise noted, all domestic sales of goods are made f.o.b. point of shipment (Uniform Commercial Code) and all international sales of goods are made EXW point of shipment Incoterms® 2010. In all cases, title shall pass upon delivery and thereafter all risk of loss or damage shall be upon Buyer. Delivery dates given in advance of actual shipment of goods or performance of services are estimates and shall not be deemed to represent fixed or guaranteed delivery dates. Buyer shall notify SELLER of any nonconforming goods within a commercially reasonable time after Buyer becomes aware of such nonconforming goods.

WARRANTIES: Goods are sold only with such warranties as may be extended by the manufacturer of the goods. Services performed by third parties are subject only to those warranties extended by such third parties. For additional warranty information, please review SELLER’s Warranty Policy available at WWW.ADVANCEDCONTROLSOLUTIONS.COM or upon request to SELLER. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SELLER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, EXCEPT AS SPECIFICALLY SET FORTH IN THE WARRANTY POLICY. Buyer is responsible for installation and use in accordance with manufacturer’s instructions. Goods are sold for commercial use only and are not intended for use by consumers. SELLER personnel are not authorized to alter this policy. Buyer shall be solely responsible for any warranty it grants to its customer.

LIMITATION OF LIABILITY: SELLER takes no responsibility for goods selection, operation, and use, regardless of any recommendations or suggestions made by the SELLER. Buyer shall make selections based upon its own analysis with regard to function, material compatibility, fitness for use or intended purpose, and goods ratings. Any such analysis, including testing, shall be the sole responsibility of Buyer. Proper installation, operation, and maintenance are solely the responsibility of Buyer or its customer. Any specifications listed in SELLER’s datasheets, catalog and website are for reference only and are subject to change without notice. NOTWITHSTANDING ANYTHING TO THE CONTRARY, SELLER’S LIABILITY FOR ANY CLAIM ARISING OUT OF THIS AGREEMENT OR FROM THE PERFORMANCE OR BREACH THEREOF, OR CONNECTED WITH ANY GOODS OR SERVICES SUPPLIED HEREUNDER, OR THE SALE, RESALE, OPERATION OR USE OF GOODS, WHETHER BASED ON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE OR INDEMNITY) OR OTHER GROUNDS, SHALL NOT EXCEED THE PRICE ALLOCABLE TO SUCH GOODS OR SERVICES OR PART THEREOF INVOLVED IN THE CLAIM, REGARDLESS OF CAUSE OR FAULT. This limitation of liability reflects a deliberate and bargained-for allocation of risks between SELLER and Buyer and constitutes the basis of the parties’ bargain, without which SELLER would not have agreed to the price or terms of this agreement. SELLER shall not under any circumstances, be liable for any labor charges without its prior written consent. SELLER SHALL NOT IN ANY EVENT BE LIABLE WHETHER AS A RESULT OF BREACH OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE OR INDEMNITY) OR OTHER GROUNDS FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, LIQUIDATED, OR PUNITIVE DAMAGES including, but not limited to, loss of profits or revenue, loss of use of goods or associated goods, cost of capital, cost of substitute goods, facilities or services, downtime costs, or claims of customers of Buyer for such damage. If SELLER furnishes Buyer with advice or other assistance regarding any goods or services supplied hereunder, or any system or equipment in which any such goods may be installed, and which is not required pursuant to this agreement, the furnishing of the advice or assistance will not subject SELLER to any liability, whether based on agreement, warranty, tort (including negligence or indemnity) or other grounds. Buyer agrees to defend, indemnify and hold Seller harmless from any third party claims arising out of the use, resale, or lease of said furnished goods or services.

INTELLECTUAL PROPERTY: Each party will retain exclusive interest in and ownership of its intellectual property developed before this agreement or outside the scope of this agreement. Upon mutual agreement, SELLER hereby grants to Buyer a non-exclusive, world-wide, non-transferable, non-sublicensable, and royalty-free license to use SELLER's pre-existing intellectual property solely for the purpose of using the goods and service provided by the SELLER.

Any intellectual property developed under or related to this agreement shall be the sole and exclusive property of SELLER.

SUBSTITUTIONS/INTERCHANGEABILITY: Unless specifically restricted on a purchase order, SELLER reserves the right to interchange an equivalent available goods in place of the goods ordered where the interchangeability of the goods is based on form, fit, and function.

EQUAL OPPORTUNITY AND L ABOR PRACTICES: The contract provisions in Section 202 of Executive Order 11246, as amended, and the regulations promulgated thereunder are incorporated by reference as if fully written with respect to any order. SELLER certifies that the goods covered by this invoice have been produced in accordance with the Fair Labor Standards Act of 1938, as amended.

SAFETY DATA SHEETS (“SDS”): SELLER MAKES NO WARRANTIES AND EXPRESSLY DISCLAIMS ALL LIABILITY TO ANY CUSTOMER OR USER WITH RESPECT TO THE ACCURACY OF THE INFORMATION OR THE SUITABILITY OF THE INFORMATION IN ANY SDS. CUSTOMER END USER IS SOLELY RESPONSIBLE FOR ANY RELIANCE ON, OR USE OF, ANY INFORMATION, AND FOR USE OR APPLICATION OF ANY GOODS. SELLER will continue to furnish paper copies of SDS for those goods for which a SDS is not electronically available. Paper copies of SDS for all goods may be requested by contacting SELLER at 800-969-7772 to receive a copy of any SDS via web, facsimile or U.S. mail.

NUCLEAR OR OTHER HAZARDOUS ACTIVITIES: Unless specifically agreed to in writing by an authorized officer of SELLER, goods sold hereunder are not intended for use in connection with any nuclear facility or any other application or hazardous activity where failure of a single component could cause substantial harm to persons or property. If so used, SELLER disclaims any and all liability for any nuclear damage, contamination or other damage or injury and Buyer shall indemnify and hold SELLER harmless from such liability whether as a result of breach of contract warranty, tort (including negligence or indemnity) or other grounds. SELLER and its suppliers shall not be liable to Buyer or its insurers based on agreement, warranty, tort (including negligence or indemnity), or other grounds for onsite damage to property located at a nuclear facility.

CANCELL ATION AND RETURNS: Buyer may cancel an order by mutual agreement based upon payment to SELLER of reasonable and proper cancellation charges. Goods shall not be returned by Buyer without SELLER’s prior written authorization and payment by Buyer of a minimum restocking charge of 20%. Authorized returns shall be returned at Buyer’s sole expense, freight prepaid. There are NO returns of special order or made-to-order items. No returns shall be accepted following 60 days after delivery. No credit will be issued for shipping charges or other special expenses.

SHORTAGE/OVERAGES: All shortages and/or overages must be identified within 14 days of the date of shipment.

FORCE MAJEURE: SELLER shall not be liable for failure to deliver or for delay in delivery or performance due to: (i) a cause beyond its reasonable control; (ii) an act of God, act or omission of Buyer, act of civil or military authority, governmental priority or other allocation or control, fire, strike or other labor difficulty, riot or other civil disturbance, public health emergency or outbreak, terrorist act, insolvency or other inability to perform by the manufacturer, delay in transportation; or, (iii) telecommunication outage, power outage, security event, or any other commercial impracticability. If such a delay occurs, delivery or performance shall be extended for a period equal to the time lost by reason of delay.

CHANGE IN BUYER’S FINANCIAL CONDITION: SELLER reserves the right by written notice to cancel any order or require full or partial payment or adequate assurance of performance from Buyer without liability to SELLER in the event of: (i) Buyer’s insolvency, (ii) the filing of a voluntary petition in bankruptcy by Buyer, (iii) the appointment of a receiver or trustee for Buyer, or (iv) the execution by Buyer of an assignment for the benefit of creditors. SELLER reserves the right to suspend its performance until payment or adequate assurance of performance has been received. SELLER also reserves the right to cancel Buyer’s credit at any time for any reason. Buyer, in order to provide security for the payment of the full price of goods furnished hereunder, grants SELLER a security interest in the goods and the proceeds thereof. Buyer agrees to execute any documents or furnish information necessary to perfect this security interest. A copy of the invoice may be filed at any time as a financing and/or chattel mortgage, in order to perfect SELLER’s security interest. SELLER may, in its sole discretion require, and Buyer hereby grants to SELLER, a continuing purchase money security interest in all inventory, equipment, and goods sold by SELLER to or for the benefit of Buyer, wherever located, and all accessions and goods and all proceeds from the sale thereof; and all accounts and accounts receivable which may from time to time hereafter come into existence during the term of this Security Agreement. SELLER’s purchase money security interest is explicitly limited to outstanding obligations between SELLER and Buyer.

ASSIGNMENT OR DELEGATION: Buyer shall not assign, transfer or delegate, whether by operation of law or otherwise, any or all of its duties or rights hereunder without SELLER’s prior written consent.

WAIVER, CHOICE OF L AW AND DISPUTE RESOLUTION: The failure of either party to assert a right hereunder or to insist upon compliance with any term or condition will not constitute a waiver of that right or excuse any subsequent nonperformance of any such term or condition by the other party. All transactions shall be governed by the laws of the State of Ohio, United States of America, excluding conflict of law rules. Any dispute with a party located in U.S. arising out of or relating to transactions hereunder shall be brought only before any state or federal court with jurisdiction and venue over Cleveland, Ohio, unless all such courts refuse to exercise jurisdiction and venue, and the parties hereby consent to exclusive jurisdiction in such courts. Any claims brought by Buyer shall be escalated to senior management level within both organizations prior to Buyer filing a lawsuit. Trial by jury is hereby waived. Any dispute with a party located outside of U.S., except actions by Seller for nonpayment by Buyer of the purchase price of goods or services sold, shall be settled by binding arbitration in Cleveland, Ohio under Ohio law administered by the American Arbitration Association under its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. The arbitrators will have the powers a state court judge would have had if the matter had been filed in such court, including equitable powers, except for the power to award punitive damages, which they shall not have. The provisions of the United Nations Convention on Contracts for the International Sale of Goods shall not apply.

COMPLIANCE WITH L AWS: Buyer recognizes the goods are utilized in many regulated applications and that from time to time standards and regulations are in conflict with one another. SELLER makes no promise or representation that the goods will conform to any federal, state or local laws, ordinances, regulations, codes or standards, except as particularly specified and agreed upon, in writing as part of the agreement between Buyer and SELLER. SELLER prices do not include the cost of any related inspections, permits or inspection fees.

SPECIAL TOOLS: Unless specifically agreed in writing by SELLER, and unless paid for by Buyer as shown on the invoice, all special tools, dies, jigs, patterns, machinery and/or equipment needed by SELLER for the performance of this sale are, and shall remain, the property of SELLER.

ADDITIONAL TERMS AND CONDITIONS REL ATED TO EXPORT OF SELLER GOODS - IN ADDITION TO THE STANDARD TERMS AND CONDITIONS ABOVE, EXPORT SALES OF SELLER GOODS WILL BE GOVERNED BY THE FOLLOWING ADDITIONAL TERMS AND CONDITIONS (“ADDITIONAL TERMS”). IN THE EVENT OF A CONFLICT BETWEEN SELLER’S STANDARD TERMS AND CONDITIONS AND THE ADDITIONAL TERMS, THE ADDITIONAL TERMS SHALL PREVAIL FOR EXPORT SALES OF SELLER

GOODS.

ORDER ACCEPTANCE: Buyer acknowledges that no order shall be deemed accepted unless and until it is verified and accepted by SELLER, or any of its U.S. affiliates, subsidiaries and divisions, at a continental U.S. facility or at any of its websites. Buyer further consents that submission of its order shall subject Buyer to the jurisdiction of the federal courts of the United States of America and of the State where acceptance occurred in the United States of America.

EXPORT CONTROLS AND REL ATED REGUL ATIONS: Buyer represents and warrants that it is not on, or associated with any organization on the United States Department of Commerce’s Bureau of Industry and Security’s Denied Persons List or Unverified List;

or the United States Department of the Treasury’s Office of Foreign Assets Control lists, Specially Designated Nationals, Specially Designated Global Terrorists, Specially Designated Narcotics Traffickers, Specially Designated Narcotic Traffickers-Kingpin, or Specially Designated Terrorists List; or the United States Department of State’s Designated Foreign Terrorist Organizations, Embargoed Countries list, or Debarred Persons List; or is subject to a denial order issued by the United States Department of Commerce. Buyer shall comply with all relevant laws and regulations of governmental bodies or agencies, including but not limited to all applicable export control laws of the United States or other governing agencies and their successors. Any commodities, technology and software will be exported from the U.S. in accordance with the U.S. Export Administration Regulations and other applicable laws or regulations. Diversion contrary to U.S. law is prohibited. If requested by SELLER, Buyer shall provide documentation satisfactory to SELLER verifying delivery at the designated country. BUYER AGREES TO INDEMNIFY AND HOLD SELLER HARMLESS FROM ANY AND ALL COSTS, LIABILITIES, PENALTIES, SANCTIONS AND FINES RELATED TO NON-COMPLIANCE WITH APPLICABLE EXPORT LAWS AND REGULATIONS.

FOREIGN PRINCIPAL PARTY IN INTEREST; FREIGHT FORWARDER AND DOCUMENTATION: It is specifically agreed that Buyer shall be the foreign principal party in interest and/or that its freight forwarder shall act as Buyer’s agent in such capacity for Export Administration Act or other applicable purposes; and Buyer and freight forwarder shall assume responsibility for all export or routed transactions documentation. At SELLER’s request, Buyer or its freight forwarder shall provide copies of any export, shipping, or import documentation prepared by Buyer or its freight forwarder related to sales to them by SELLER.

ANTI-BRIBERY AND ANTI-CORRUPTION: Buyer states that it is an independent contractor, and represents, warrants, and covenants that it is in compliance with U.S. the Foreign Corrupt Practices Act and all applicable laws and regulations relating to bribery and corruption in all countries in which Buyer conducts business.

PERMITS, EXPORT, AND IMPORT LICENSES: Buyer shall be responsible for obtaining any licenses or other official authorizations that may be required by the country of importation and/or under the Export Administration Regulations, International Traffic in Arms Regulations, Toxic Substances Control Act, or other applicable laws or regulations.

GENERAL: All orders are subject to acceptance by SELLER. The terms and conditions in SELLER’s forms are incorporated herein by reference, and constitute the entire and exclusive agreement between Buyer and SELLER. Any representation, affirmation of fact and course of dealing, promise or condition in connection therewith or usage of trade not incorporated herein, shall not be binding on either party. If any provision hereof shall be unenforceable, invalid or void for any reason, such provision shall be automatically voided and shall not be part of this agreement and the enforceability or validity of the remaining provisions shall not be affected thereby.

Copyright© 2020 Advanced Control Solutions & Automation, Inc. All Rights Reserved. (Rev. 11/13/2020)