Export Compliance. (a) Unless Buyer otherwise agrees in writing, Seller will be the importer/exporter of record of the Goods and Seller will be responsible for obtaining all necessary import/export licenses, permits and other required authorizations. All delivered items (including technical data) shall at all times be subject to all applicable import and export regulations including, without limitation, the U.S. Export Regulations, International Traffic in Arms Regulations of the U.S., and applicable U.S. Customs Regulations. Seller will not dispose of USA-origin items furnished by Buyer (including technical data) other than in and to the country of ultimate destination specified in the Order, government license(s), and authorization(s), except as law and regulation permit. Without limiting the foregoing, Seller shall apply for any applicable export authorizations required for the delivery of any Goods, Services, or technical data under an Order. (b) Seller shall strictly comply with all applicable export control laws and regulations, including without limitation the United States Department of State International Traffic in Arms Regulations ("ITAR") and the United States Department of Commerce Export Administration Regulations ("EAR") and shall retain documentation evidencing such compliance. Seller shall allow Buyer access to such documentation, for the purposes of auditing Seller's compliance with this clause (b). (c) Seller shall immediately notify Buyer in writing if it or any parent, subsidiary or affiliate: (i) is or becomes listed on any Excluded or Denied Party List of an agency of the U.S. Government or on the consolidated list of asset freeze targets designated by the United Nations, European Union, and United Kingdom; or (ii) if it has had its export privileges denied, suspended, or revoked in whole or in part by any U.S. Government agency. (d) In the event Seller breaches any of the provisions of this Section 23, Seller shall indemnify Buyer with respect to all losses, damages, claims, compensation, awards, expenses (including without limitation legal fees), fines, and judgments incurred by Buyer as a result or as a consequence of such breach. This obligation shall survive termination of this Order. (e) Subject to the ITAR and the EAR, only U.S. citizens and permanent resident aliens (green card holders) may have access to said items, data, and/or services without the authority of a U.S. Government export license, agreement, or applicable exemption or exception. Seller agrees that it will not transfer any export- controlled item, data, or service, to include transfer to foreign persons employed by or associated with, or under contract to Seller or Seller’s lower-tier suppliers, without the authority of a U.S. Government export license, agreement, or applicable exemption or exception. (f) If Seller is engaged in the business of either exporting or manufacturing (whether exporting or not) defense articles or furnishing defense services, Seller represents that it is registered with the Office of Defense Trade Controls, as required by the ITAR, and that it maintains an effective export/import compliance program in accordance with the ITAR. (g) Where Seller is a signatory under a Buyer export license or export agreement, (e.g., TAA, MLA), Seller shall provide prompt notification to the Buyer Procurement Representative in the event of changed circumstances including, but not limited to, ineligibility, a violation, or potential violation of the ITAR, and the initiation or existence of a U.S. Government investigation that could affect the Seller’s performance under this Order.
Appears in 4 contracts
Sources: Terms and Conditions of Purchase, Terms and Conditions of Purchase, Terms and Conditions of Purchase
Export Compliance. (a) Unless Buyer otherwise agrees Seller warrants that it is and will remain in writing, Seller will be the importer/exporter of record of the Goods and Seller will be responsible for obtaining all necessary import/export licenses, permits and other required authorizations. All delivered items (including technical data) shall at all times be subject to all applicable import and export regulations including, without limitation, the U.S. Export Regulations, International Traffic in Arms Regulations of the U.S., and applicable U.S. Customs Regulations. Seller will not dispose of USA-origin items furnished by Buyer (including technical data) other than in and to the country of ultimate destination specified in the Order, government license(s), and authorization(s), except as law and regulation permit. Without limiting the foregoing, Seller shall apply for any applicable export authorizations required for the delivery of any Goods, Services, or technical data under an Order.
(b) Seller shall strictly comply compliance with all applicable export control laws and regulations, including without limitation re-export requirements of the United States Department of State International Traffic in Arms Regulations ("ITAR") and the United States Department of Commerce Export Administration Regulations ("EAR") and shall retain documentation evidencing such compliance. Seller shall allow Buyer access to such documentationAmerica, for the purposes of auditing Seller's compliance with this clause (b).
(c) Seller shall immediately notify Buyer in writing if it or any parent, subsidiary or affiliate: (i) is or becomes listed on any Excluded or Denied Party List of an agency of the U.S. Government or on the consolidated list of asset freeze targets designated by the United Nations, European Union, and United Kingdom; or (ii) if it has had its export privileges denied, suspended, or revoked in whole or in part by any U.S. Government agency.
(d) In the event Seller breaches any of the provisions of this Section 23, Seller shall indemnify Buyer with respect to all losses, damages, claims, compensation, awards, expenses (including without limitation legal fees), fines, and judgments incurred by Buyer as a result or as a consequence of such breach. This obligation shall survive termination of this Order.
(e) Subject to the ITAR and the EAR, only U.S. citizens and permanent resident aliens (green card holders) may have access to said items, data, and/or services without the authority of a U.S. Government export license, agreement, or applicable exemption or exception. Seller agrees that it will not transfer any export- controlled item, data, or service, to include transfer to foreign persons employed by or associated with, or under contract to Seller or Seller’s lower-tier suppliers, without the authority of a U.S. Government export license, agreement, or applicable exemption or exception.
(f) If Seller is engaged in the business of either exporting or manufacturing (whether exporting or not) defense articles or furnishing defense services, Seller represents that it is registered with the Office of Defense Trade Controls, as required by the ITAR, and that it maintains an effective export/import compliance program in accordance with the ITAR.
(g) Where Seller is a signatory under a Buyer export license or export agreement, (e.g., TAA, MLA), Seller shall provide prompt notification to the Buyer Procurement Representative in the event of changed circumstances including, but not limited toto the Export Administration Act, ineligibilitythe Arms Export Control Act and the Trading with the Enemy Act, a violationand any regulations, orders and/or licenses issued under those Acts (collectively the "Export Laws"). Seller additionally warrants that it and its affiliates have not been, and are not currently debarred, suspended, prohibited or impaired from exporting, re-exporting, receiving, purchasing, procuring, or potential otherwise obtaining any product, commodity, or technical data regulated by any agency of the government of the United States. In particular, Seller hereby gives assurance that unless Seller provides prior written notice and is granted prior authorization as required by the Export Laws, Seller will not knowingly export, re-export, directly or indirectly, any products, goods or any technical data transferred by EWT to Seller to any destination or person or entity or for any particular use in violation of the ITARExport Laws. Seller shall be responsible for obtaining any license or other authorization required under the Export Laws. Among other things, Seller shall ensure that all personnel, agents, freight forwarders and other vendors working for Seller to carry out its obligations under this Order are reputable, understand Seller’s and their obligations under applicable Export Laws, and are not on any U.S. government or other government authority’s list of persons or entities whose export privileges have been denied or limited. Seller agrees that no item, technology, technical data, or software received from EWT is intended to be shipped, either directly or indirectly, to any country, company or person or for any end-use that is prohibited under the initiation or existence Export Laws. Seller agrees to indemnify EWT for any fines, penalties, claims, losses, damages, costs (including legal costs), expenses and liabilities that may arise as a result of a U.S. Government investigation that could affect the Seller’s performance under breach of this Orderprovision.
Appears in 3 contracts
Sources: Purchase Order, Purchase Order, Purchase Order
Export Compliance. (a) Unless Buyer otherwise agrees in writing, Seller will be the importer/exporter of record of the Goods and Seller will be responsible for obtaining all necessary import/export licenses, permits and other required authorizations. All delivered items (including technical data) shall at all times be subject to all applicable import and export regulations including, without limitation, the U.S. Export Regulations, International Traffic in Arms Regulations of the U.S., and applicable U.S. Customs Regulations. Seller will not dispose of USA-origin items furnished by Buyer (including technical data) other than in and to the country of ultimate destination specified in the Order, government license(s), and authorization(s), except as law and regulation permit. Without limiting the foregoing, Seller shall apply for any applicable export authorizations required for the delivery of any Goods, Services, or technical data under an Order.
(b) Seller shall strictly comply with all applicable export control laws and regulations, including without limitation the United States Department of State International Traffic in Arms Regulations ("ITAR") and the United States Department of Commerce Export Administration Regulations ("EAR") and shall retain documentation evidencing such compliance. Seller shall allow Buyer access to such documentation, for the purposes of auditing Seller's compliance with this clause (b).
(c) Seller shall immediately notify Buyer in writing if it or any parent, subsidiary or affiliate: (i) is or becomes listed on any Excluded or Denied Party List of an agency of the U.S. Government or on the consolidated list of asset freeze targets designated by the United Nations, European Union, and United Kingdom; or (ii) if it has had its export privileges denied, suspended, or revoked in whole or in part by any U.S. Government agency.
(d) In the event Seller breaches any of the provisions of this Section 23, Seller shall indemnify Buyer with respect to all losses, damages, claims, compensation, awards, expenses (including without limitation legal fees), fines, and judgments incurred by Buyer as a result or as a consequence of such breach. This obligation shall survive termination of this Order.
(e) Subject to the ITAR and the EAR, only U.S. citizens and permanent resident aliens (green card holders) may have access to said items, data, and/or services without the authority of a U.S. Government export license, agreement, or applicable exemption or exception. Seller agrees that it will not transfer any export- controlled item, data, or service, to include transfer to foreign persons employed by or associated with, or under contract to Seller or Seller’s lower-tier suppliers, without the authority of a U.S. Government export license, agreement, or applicable exemption or exception.
(f) If Seller is engaged in the business of either exporting or manufacturing (whether exporting or not) defense articles or furnishing defense services, Seller represents that it is registered with the Office of Defense Trade Controls, as required by the ITAR, and that it maintains an effective export/import compliance program in accordance with the ITAR.
(g) Where Seller is a signatory under a Buyer an Ontic export license or export agreement, (e.g., TAA, MLA), Seller shall provide prompt notification to the Buyer Ontic Procurement Representative in the event of changed circumstances including, but not limited to, ineligibility, a violation, or potential violation of the ITAR, and the initiation or existence of a U.S. Government investigation that could affect the Seller’s performance under this Order.
Appears in 3 contracts
Sources: Terms and Conditions of Purchase, Terms and Conditions of Purchase, Terms and Conditions of Purchase
Export Compliance. (a) Unless Buyer otherwise agrees in writing, Seller will be the importer/exporter of record of the Goods and Seller will be responsible for obtaining all necessary import/export licenses, permits and other required authorizations. All delivered items (including technical data) shall at all times be subject to all applicable import and export regulations including, without limitation, the U.S. Export Regulations, International Traffic in Arms Regulations of the U.S., and applicable U.S. Customs Regulations. Seller will not dispose of USA-origin items furnished fur- nished by Buyer (including technical data) other than in and to the country of ultimate destination specified in the Order, government gov- ernment license(s), and authorization(s), except as law and regulation permit. Without limiting the foregoing, Seller shall apply for any applicable export authorizations required for the delivery of any Goods, Services, or technical data under an Order.
(b) Seller shall strictly comply with all applicable export control laws and regulations, including without limitation the United States Department of State International Traffic in Arms Regulations Regu- lations ("ITAR") and the United States Department of Commerce Com- merce Export Administration Regulations ("EAR") and shall retain documentation evidencing such compliance. Seller shall allow Buyer access to such documentation, for the purposes of auditing Seller's compliance with this clause (b).
(c) Seller shall immediately notify Buyer in writing if it or any parent, subsidiary or affiliate: (i) is or becomes listed on any Excluded Ex- cluded or Denied Party List of an agency of the U.S. Government or on the consolidated list of asset freeze targets designated by the United Nations, European Union, and United Kingdom; or (ii) if it has had its export privileges denied, suspended, or revoked in whole or in part by any U.S. Government agency.
(d) In the event Seller breaches any of the provisions of this Section 23, Seller shall indemnify Buyer with respect to all losses, damages, claims, compensation, awards, expenses (including without limitation legal fees), fines, and judgments incurred by Buyer as a result or as a consequence of such breach. This obligation shall survive termination of this Order.
(e) Subject to the ITAR and the EAR, only U.S. citizens and permanent resident aliens (green card holders) may have access ac- cess to said items, data, and/or services without the authority of a U.S. Government export license, agreement, or applicable exemption or exception. Seller agrees that it will not transfer any export- export-controlled item, data, or service, to include transfer to foreign persons employed by or associated with, or under contract to Seller or Seller’s lower-tier suppliers, without the authority of a U.S. Government export license, agreement, or applicable exemption or exception.
(f) If Seller is engaged in the business of either exporting or manufacturing (whether exporting or not) defense articles or furnishing defense services, Seller represents that it is registered regis- tered with the Office of Defense Trade Controls, as required by the ITAR, and that it maintains an effective export/import compliance com- pliance program in accordance with the ITAR.
(g) Where Seller is a signatory under a Buyer export license or export agreement, (e.g., TAA, MLA), Seller shall provide prompt notification to the Buyer Procurement Representative in the event of changed circumstances including, but not limited to, ineligibility, a violation, or potential violation of the ITAR, and the initiation or existence of a U.S. Government investigation that could affect the Seller’s performance under this Order.
Appears in 3 contracts
Sources: Terms and Conditions of Purchase, Terms and Conditions of Purchase, Terms and Conditions of Purchase
Export Compliance. (a) Unless Buyer otherwise agrees in writing, Seller will be the importer/exporter of record of the Goods and Seller will be responsible for obtaining all necessary import/export licenses, permits and other required authorizations. All delivered items (including technical data) shall at all times be subject to all applicable import and export regulations including, without limitation, the U.S. Export Regulations, International Traffic in Arms Regulations of the U.S., and applicable U.S. Customs Regulations. Seller will not dispose of USA-origin items furnished by Buyer (including technical data) other than in and to the country of ultimate destination specified in the OrderPO, government license(s), and authorization(s), except as law and regulation permit. Without limiting the foregoing, Seller shall apply for any applicable export authorizations required for the delivery of any Goods, Services, Services or technical data under an Ordera PO.
(b) Seller shall strictly comply with all applicable export control laws and regulations, including without limitation the United States Department of State International Traffic in Arms Regulations ("ITAR") and the United States Department of Commerce Export Administration Regulations ("EAR") and shall retain documentation evidencing such compliance. Seller shall allow Buyer access to such documentation, for the purposes of auditing Seller's compliance with this clause (b).
(c) Seller shall immediately notify Buyer in writing if it or any parent, subsidiary or affiliate: (i) is or becomes listed on any Excluded or Denied Party List of an agency of the U.S. Government or on the consolidated list of asset freeze targets designated by the United Nations, European Union, and United Kingdom; or (ii) if it has had its export privileges denied, suspended, or revoked in whole or in part by any U.S. Government agency.
(d) In the event Seller breaches any of the provisions of this Section 23, Seller shall indemnify Buyer with respect to all losses, damages, claims, compensation, awards, expenses (including without limitation legal fees), fines, fines and judgments incurred by Buyer ▇▇▇▇▇ as a result or as a consequence of such breach. This obligation shall survive termination of this OrderPO.
(e) Subject to the ITAR and the EAR, only U.S. citizens and permanent resident aliens (green card holders) may have access to said items, data, and/or services without the authority of a U.S. Government export license, agreement, or applicable exemption or exception. Seller agrees that it will not transfer any export- controlled item, data, or service, to include transfer to foreign persons employed by or associated with, or under contract to Seller or Seller’s lower-tier suppliers, without the authority of a U.S. Government export license, agreement, or applicable exemption or exception.
(f) If Seller is engaged in the business of either exporting or manufacturing (whether exporting or not) defense articles or furnishing defense services, Seller represents that it is registered with the Office of Defense Trade Controls, as required by the ITAR, and that it maintains an effective export/import compliance program in accordance with the ITAR.
(g) Where Seller is a signatory under a Buyer export license or export agreement, (e.g., TAA, MLA), Seller shall provide prompt notification to the Buyer Procurement Representative in the event of changed circumstances including, but not limited to, ineligibility, a violation, or potential violation of the ITAR, and the initiation or existence of a U.S. Government investigation that could affect the Seller’s performance under this Order.
Appears in 2 contracts
Sources: Terms and Conditions of Purchase, Terms and Conditions of Purchase
Export Compliance. (a) Unless Buyer otherwise In performing its obligations under this Agreement, each Party agrees in writingto comply with applicable export / import laws and regulations relating to the sale, Seller will be the importer/exporter of record export, import, transfer, assignment, disposal and use of the Goods Products. Buyer acknowledges and Seller agrees that the Products will not at any time directly or indirectly be used, exported, imported, sold, transferred, assigned or otherwise disposed of in a manner which will result in non- compliance with any export / import laws and regulations. Seller’s continued performance hereunder is conditioned on compliance with such export / import laws and regulations at all times.
b) Buyer warrants that its officers, directors or employees are not on any list of prohibited countries, individuals, organizations or entities that is administered or maintained by the U.S. Office of Foreign Assets Control (“OFAC”), including but not limited to the List of Specially Designated Nationals and Blocked Persons, or on any similar list not maintained by the OFAC. Buyer warrants that it has and will continue to maintain a process to ensure compliance with this Article 11.
c) Notwithstanding, any other provisions herein, Buyer shall be responsible for the timely obtaining all necessary import/of any required authorization, such as an export licenseslicense and import license or any other governmental authorization, permits even though any such authorization may be applied for by Seller. Buyer and Seller shall provide each other reasonable assistance in obtaining required authorizations. All delivered items (including technical data) shall at all times be subject to all applicable import and export regulations including, without limitation, the U.S. Export Regulations, International Traffic in Arms Regulations of the U.S., and applicable U.S. Customs Regulations. Seller will not dispose of USA-origin items furnished by Buyer (including technical data) other than in and to the country of ultimate destination specified in the Order, government license(s), and authorization(s), except as law and regulation permit. Without limiting the foregoing, Seller shall apply for not be liable if any applicable export authorizations required authorization is delayed, denied, revoked, restricted or not renewed and Buyer shall not be relieved thereby of its obligations to pay Seller for the delivery Products. Buyer shall fully indemnify and hold harmless Seller from and against any claim, proceeding, action, fine, loss, cost and damages arising out of or relating to any Goods, Services, or technical data under an Ordernoncompliance with export / import control regulations by Buyer.
(b) Seller shall strictly comply with all applicable export control laws and regulations, including without limitation the United States Department of State International Traffic in Arms Regulations ("ITAR") and the United States Department of Commerce Export Administration Regulations ("EAR") and shall retain documentation evidencing such compliance. Seller shall allow Buyer access to such documentation, for the purposes of auditing Seller's compliance with this clause (b).
(c) Seller shall immediately notify Buyer in writing if it or any parent, subsidiary or affiliate: (i) is or becomes listed on any Excluded or Denied Party List of an agency of the U.S. Government or on the consolidated list of asset freeze targets designated by the United Nations, European Union, and United Kingdom; or (ii) if it has had its export privileges denied, suspended, or revoked in whole or in part by any U.S. Government agency.
(d) In the event Seller breaches any of the provisions of this Section 23, Seller shall indemnify Buyer with respect to all losses, damages, claims, compensation, awards, expenses (including without limitation legal fees), fines, and judgments incurred by Buyer as a result or as a consequence of such breach. This obligation shall survive termination of this Order.
(e) Subject to the ITAR and the EAR, only U.S. citizens and permanent resident aliens (green card holders) may have access to said items, data, and/or services without the authority of a U.S. Government export license, agreement, or applicable exemption or exception. Seller agrees that it will not transfer any export- controlled item, data, or service, to include transfer to foreign persons employed by or associated with, or under contract to Seller or Seller’s lower-tier suppliers, without the authority of a U.S. Government export license, agreement, or applicable exemption or exception.
(f) If Seller is engaged in the business of either exporting or manufacturing (whether exporting or not) defense articles or furnishing defense services, Seller represents that it is registered with the Office of Defense Trade Controls, as required by the ITAR, and that it maintains an effective export/import compliance program in accordance with the ITAR.
(g) Where Seller is a signatory under a Buyer export license or export agreement, (e.g., TAA, MLA), Seller shall provide prompt notification to the Buyer Procurement Representative in the event of changed circumstances including, but not limited to, ineligibility, a violation, or potential violation of the ITAR, and the initiation or existence of a U.S. Government investigation that could affect the Seller’s performance under this Order.
Appears in 2 contracts
Sources: Standard Terms and Conditions of Sale, Standard Terms and Conditions of Sale
Export Compliance. (a) Unless Buyer otherwise agrees in writing, Seller will be the importer/exporter of record of the Goods and Seller will be responsible for obtaining all necessary import/export licenses, permits and other required authorizations. All delivered items (including technical data) shall at all times be subject to all applicable import and export regulations including, without limitation, the U.S. Export Regulations, International Traffic in Arms Regulations of the U.S., and applicable U.S. Customs Regulations. Seller will not dispose of USA-origin items furnished by Buyer (including technical data) other than in and to the country of ultimate destination specified in the Order, government license(s), and authorization(s), except as law and regulation permit. Without limiting the foregoing, Seller shall apply for any applicable export authorizations required for the delivery of any Goods, Services, Services or technical data under an Order.
(b) Seller shall strictly comply with all applicable export control laws and regulations, including without limitation the United States Department of State International Traffic in Arms Regulations ("'ITAR"') and the United States Department of Commerce Export Administration Regulations ("'EAR"') and shall retain documentation evidencing such compliance. Seller shall allow Buyer access to such documentation, for the purposes of auditing Seller's compliance with this clause (b).
(c) Seller shall immediately notify Buyer in writing if it or any parent, subsidiary or affiliate: (i) is or becomes listed on any Excluded or Denied Party List of an agency of the U.S. Government or on the consolidated list of asset freeze targets designated by the United Nations, European Union, and United Kingdom; or (ii) if it has had its export privileges denied, suspended, or revoked in whole or in part by any U.S. Government agency.
(d) In the event Seller breaches any of the provisions of this Section 23, Seller shall indemnify Buyer with respect to all losses, damages, claims, compensation, awards, expenses (including without limitation legal fees), fines, fines and judgments incurred by Buyer as a result or as a consequence of such breach. This obligation shall survive termination of this Order.
(e) Subject to the ITAR and the EAR, only U.S. citizens and permanent resident aliens (green card holders) may have access to said items, data, data and/or services without the authority of a U.S. Government export license, agreement, agreement or applicable exemption or exception. Seller agrees that it will not transfer any export- export controlled item, data, or service, to include transfer to foreign persons employed by or associated with, or under contract to Seller or Seller’s lower-tier suppliers, without the authority of a U.S. Government export license, agreement, agreement or applicable exemption or exception.
(f) If Seller is engaged in the business of either exporting or manufacturing (whether exporting or not) defense articles or furnishing defense services, Seller represents that it is registered with the Office of Defense Trade Controls, as required by the ITAR, and that it maintains an effective export/import compliance program in accordance with the ITAR.
(g) Where Seller is a signatory under a Buyer an Ontic export license or export agreement, (e.g., e.g. TAA, MLA), Seller shall provide prompt notification to the Buyer Ontic Procurement Representative in the event of changed circumstances including, but not limited to, ineligibility, a violation, violation or potential violation of the ITAR, and the initiation or existence of a U.S. Government investigation that could affect the Seller’s performance under this Ordercontract.
Appears in 2 contracts
Sources: Terms and Conditions of Purchase, Terms and Conditions of Purchase
Export Compliance. (a) Unless Buyer otherwise agrees in writingIn performing its obligations under this Agreement, Seller will be Supplier shall comply with all applicable export laws, regulations and rules administered by the importer/exporter United States Customs Service, the Bureau of record Industry and Security and the Food and Drug Administration, as well as all other applicable federal, state or local laws, regulations or requirements of the Goods United States and Seller will be responsible for obtaining any other nation. Supplier shall obtain all necessary import/export licenses, applicable permits and other required authorizations. All delivered items (including technical data) shall at all times be subject licenses necessary to all applicable import and export regulations including, without limitation, the U.S. Export Regulations, International Traffic in Arms Regulations of the U.S., and applicable U.S. Customs Regulations. Seller will not dispose of USA-origin items furnished by Buyer (including technical data) other than in and to the country of ultimate destination specified in the Order, government license(s), and authorization(s), except as law and regulation permit. Without limiting the foregoing, Seller shall apply for any applicable export authorizations required for the delivery of any Goods, Services, or technical data perform its obligations under an Orderthis Agreement.
(b) Seller If Supplier obtains Bureau of Industry and Security commodity classifications for the OEM Products, Supplier shall strictly comply with all applicable export control laws and regulationsprovide a copy of the CCATS document, including without limitation any revisions thereto during the United States Department Term of State International Traffic in Arms Regulations ("ITAR") and this Agreement. If Supplier obtains any U.S. Customs Rulings relating thereto, Supplier shall provide copies of the United States Department of Commerce Export Administration Regulations ("EAR") and shall retain documentation evidencing such compliance. Seller shall allow Buyer access to such documentation, for the purposes of auditing Seller's compliance with this clause (b)resulting revisions.
(c) Seller Supplier shall immediately notify Buyer in writing if it or indemnify and save harmless GEMS IT, its affiliates, officers, directors, employees, successors and assigns from any parentand against any losses, subsidiary or affiliate: (i) is or becomes listed on any Excluded or Denied Party List of an agency of the U.S. Government or on the consolidated list of asset freeze targets designated by the United Nationsdamages, European Unionliabilities, fines, penalties, and United Kingdom; expenses (including reasonable attorney’s fees) arising out of or (ii) if it has had its export privileges deniedresulting from the failure to comply with this provision, suspendedprovided that GEMS IT gives Supplier prompt written notice of any such claim and requisite authority, or revoked in whole or in part by any U.S. Government agencyinformation and assistance to defend such claim.
(d) In During the event Seller breaches Term and for a period of five (5) years thereafter, Supplier shall keep accurate and complete export documentation records relating the OEM Products in accordance with U.S. Export regulations and FDA requirements and the requirements of any other similar agency of the provisions of this Section 23, Seller shall indemnify Buyer with respect to all losses, damages, claims, compensation, awards, expenses (including without limitation legal fees), fines, and judgments incurred by Buyer any other nation that will have jurisdiction over Supplier as a result of its performance of its obligations under this Agreement. If the U.S. Government or as a consequence other government or agency requests the production of such breach. This obligation records, Supplier shall survive termination of this Ordercopy and produce the records at no charge to GEMS IT.
(e) Subject Upon reasonable advance notice to Supplier and during normal business hours, GEMS IT may, at its option and expense, conduct audits at any Supplier Service Location of documents relating to the ITAR OEM Products to assure that Supplier is in compliance with all export and FDA laws, regulations and requirements, including record keeping. GEMS IT may make copies of any records it reviews during its audits. Further, upon reasonable advance notice to Supplier, GEMS IT may request copies of any export documentation records relating to the EAROEM Products, only U.S. citizens which Supplier will provide free of charge. If an audit reveals non-compliance, [ * ] designates portions of this document that have been omitted pursuant to a request for confidential treatment filed separately with the commission. undercharges or overcharges, Supplier will take appropriate measures to rectify the situation and permanent resident aliens (green card holders) may have access to said items, data, and/or services without bring the authority of a U.S. Government export license, agreement, or applicable exemption or exception. Seller agrees that it will not transfer any export- controlled item, data, or service, to include transfer to foreign persons employed by or associated with, or under contract to Seller or Seller’s lower-tier suppliers, without the authority of a U.S. Government export license, agreement, or applicable exemption or exceptionSupplier Service Location into compliance.
(f) If Seller is engaged in During the business Term and for a period of either exporting five (5) years thereafter, GEMS IT may request from Supplier copies of records deemed necessary to defend against any claim related to this Section 13.4 made by a third party, including federal, state or manufacturing (whether exporting or not) defense articles or furnishing defense services, Seller represents that it is registered with the Office of Defense Trade Controls, as required by the ITAR, and that it maintains an effective export/import compliance program in accordance with the ITARlocal government. Such records shall not be unreasonably withheld.
(g) Where Seller is a signatory under a Buyer export license or export agreement, (e.g., TAA, MLA), Seller shall provide prompt notification to the Buyer Procurement Representative in the event of changed circumstances including, but not limited to, ineligibility, a violation, or potential violation of the ITAR, and the initiation or existence of a U.S. Government investigation that could affect the Seller’s performance under this Order.
Appears in 1 contract
Sources: Oem Purchase and Supply Agreement (Cardiac Science CORP)
Export Compliance. (a) Unless Buyer otherwise agrees in writing, Seller will be the importer/exporter of record of the Goods and Seller will be responsible for obtaining all necessary import/export licenses, permits and other required authorizations. All delivered items (including technical data) shall at all times be subject to all applicable import and export regulations including, without limitation, the U.S. Export Regulations, International Traffic in Arms Regulations of the U.S., and applicable U.S. Customs Regulations. Seller will not dispose of USA-origin items furnished by Buyer (including technical data) other than in and to the country of ultimate destination specified in the Order, government license(s), and authorization(s), except as law and regulation permit. Without limiting the foregoing, Seller shall apply for any applicable export authorizations required for the delivery of any Goods, Services, Services or technical data under an Order.
(b) Seller shall strictly comply with all applicable export control laws and regulations, including without limitation the United States Department of State International Traffic in Arms Regulations ("'ITAR"') and the United States Department of Commerce Export Administration Regulations ("'EAR"') and shall retain documentation evidencing such compliance. Seller shall allow Buyer access to such documentation, for the purposes of auditing Seller's compliance with this clause (b).
(c) Seller shall immediately notify Buyer in writing if it or any parent, subsidiary or affiliate: (i) is or becomes listed on any Excluded or Denied Party List of an agency of the U.S. Government or on the consolidated list of asset freeze targets designated by the United Nations, European Union, and United Kingdom; or (ii) if it has had its export privileges denied, suspended, or revoked in whole or in part by any U.S. Government agency.
(d) In the event Seller breaches any of the provisions of this Section 23, Seller shall indemnify Buyer with respect to all losses, damages, claims, compensation, awards, expenses (including without limitation legal fees), fines, fines and judgments incurred by Buyer ▇▇▇▇▇ as a result or as a consequence of such breach. This obligation shall survive termination of this Order.
(e) Subject to the ITAR and the EAR, only U.S. citizens and permanent resident aliens (green card holders) may have access to said items, data, data and/or services without the authority of a U.S. Government export license, agreement, agreement or applicable exemption or exception. Seller agrees that it will not transfer any export- export controlled item, data, or service, to include transfer to foreign persons employed by or associated with, or under contract to Seller or Seller’s lower-tier suppliers, without the authority of a U.S. Government export license, agreement, agreement or applicable exemption or exception.
(f) If Seller is engaged in the business of either exporting or manufacturing (whether exporting or not) defense articles or furnishing defense services, Seller represents that it is registered with the Office of Defense Trade Controls, as required by the ITAR, and that it maintains an effective export/import compliance program in accordance with the ITAR.
(g) Where Seller is a signatory under a Buyer an Ontic export license or export agreement, (e.g., e.g. TAA, MLA), Seller shall provide prompt notification to the Buyer Ontic Procurement Representative in the event of changed circumstances including, but not limited to, ineligibility, a violation, violation or potential violation of the ITAR, and the initiation or existence of a U.S. Government investigation that could affect the Seller’s performance under this Ordercontract.
Appears in 1 contract
Sources: Terms and Conditions of Purchase
Export Compliance. (a) Unless Buyer otherwise agrees in writing, Seller will be understands its obligations to comply with the importer/exporter of record of the Goods and Seller will be responsible for obtaining all necessary import/export licenses, permits and other required authorizations. All delivered items (including technical data) shall at all times be subject to all applicable import and export regulations including, without limitation, the U.S. Export Regulations, International Traffic in Arms Regulations of (“ITAR”) and the U.S., and applicable U.S. Customs RegulationsExport Administration Regulations (“EAR”). If Seller will not dispose of USA-origin items furnished by Buyer (including technical data) other than in and to the country of ultimate destination specified is a US company that engages in the Order, government license(s), and authorization(s), except as law and regulation permit. Without limiting the foregoing, Seller shall apply for any applicable export authorizations required for the delivery business of any Goods, either manufacturing or exporting Defense Articles or furnishing Defense Services, or technical data the Seller certifies by acceptance of this PO that it shall maintain an active registration with the US Department of State Directorate of Defense Trade Controls throughout the performance of Work under an Order.this PO;
(b) Seller shall strictly comply control the disclosure of and access to Defense Articles, Commodities, Technology, and Software (collectively, “Export Controlled Items”) received under this PO in accordance with all applicable US export control laws and regulations, including but not limited to the ITAR and EAR. Seller agrees that no Export Controlled Items provided by the Buyer in connection with this PO shall be provided to any non-US Persons, including without limitation limitation, a foreign subsidiary of Seller, without the United States Department express written authorization of State International Traffic in Arms Regulations ("ITAR") the Buyer and the United States Department Seller’s obtaining of Commerce Export Administration Regulations ("EAR") and shall retain documentation evidencing such compliance. Seller shall allow Buyer access to such documentation, for the purposes of auditing Seller's compliance with this clause (b).appropriate export authorizations;
(c) It shall be the responsibility of Buyer to notify and properly mark all Export Controlled Items provided under this PO to Seller in accordance with the ITAR and EAR. If any Export Controlled Item is received by the Seller from the Buyer and is not so marked, the Seller shall request from the Buyer, and the Buyer shall provide the Seller with the proper jurisdiction and classification prior to the Seller releasing the Export Controlled Item to a non-US Person in accordance with the terms herein;
(d) Seller shall immediately notify Buyer in writing if it or any parent, subsidiary or affiliate: (i) is or becomes listed on any Excluded or Denied Party List of an agency of the U.S. US Government or on the consolidated list of asset freeze targets designated by the United Nations, European Union, and United Kingdom; or (ii) if it has had its export privileges are denied, suspended, or revoked revoked. Should the Seller’s Work originate from a foreign location, such Work may also be subject to the export control laws/regulations of the country in whole or in part by any U.S. Government agency.which the Work originates. Seller agrees to comply with all applicable export control laws/regulations of that originating country;
(de) The Buyer may be required to obtain information concerning nationality or export status of Seller Engaged Personnel. ▇▇▇▇▇▇ agrees to provide such information as necessary and certifies the information to be true and correct. Seller shall defend, indemnify and hold harmless Buyer for all Damages that may be imposed on or incurred by the Buyer in connection with Seller’s violations of export and import laws and regulations;
(f) In the event Seller breaches is shipping any of Work to Buyer from a location outside the provisions of this Section 23US, Seller shall indemnify Buyer with respect to or Seller Engaged Personnel must be listed as the importer of record and fulfill all losses, damages, claims, compensation, awards, expenses (including without limitation legal fees), fines, and judgments incurred by Buyer as a result or as a consequence of such breach. This obligation shall survive termination of this Order.
(e) Subject to the ITAR and the EAR, only U.S. citizens and permanent resident aliens (green card holders) may have access to said items, data, and/or services without the authority of a U.S. Government export license, agreement, or applicable exemption or exceptioncustoms entry requirements. Seller agrees that it will not transfer any export- controlled item, data, or service, must notify the Procurement Representative in writing no less than five (5) days prior to include transfer to foreign persons employed by or associated with, or under contract to Seller or Seller’s lower-tier suppliers, without the authority of a U.S. Government export license, agreement, or applicable exemption or exception.
(f) If Seller is engaged in the business of either exporting or manufacturing (whether exporting or not) defense articles or furnishing defense services, Seller represents that it is registered with the Office of Defense Trade Controls, as required by the ITAR, and that it maintains an effective export/import compliance program in accordance with the ITAR.such shipment;
(g) Where Seller is a signatory under a Buyer export license or export agreementAs used in this Clause, the following terms are defined in the referenced regulations: “Defense Article” (e.g., TAA, MLAITAR: 22 CFR §120.6), Seller shall provide prompt notification to the Buyer Procurement Representative in the event of changed circumstances including“Commodity” (EAR 15 CFR Part 772), but not limited to“Technology” (EAR Part 772), ineligibility“Software” (ITAR § 121.8(f) and EAR Part 772), a violation, or potential violation of the ITAR“Defense Services” (ITAR §120.9), and the initiation or existence of a U.S. Government investigation that could affect the Seller’s performance under this Order“US Person” (ITAR §120.15).
Appears in 1 contract
Sources: Purchase Order
Export Compliance. (a) Unless Buyer otherwise agrees in writingIn performing its obligations under this Agreement, Seller will be Supplier shall comply with all applicable export laws, regulations and rules administered by the importer/exporter United States Customs Service, the Bureau of record Industry and Security and the Food and Drug Administration, as well as all other applicable federal, state or local laws, regulations or requirements of the Goods United States and Seller will be responsible for obtaining any other nation. Supplier shall obtain all necessary import/export licenses, applicable permits and other required authorizations. All delivered items (including technical data) shall at all times be subject licenses necessary to all applicable import and export regulations including, without limitation, the U.S. Export Regulations, International Traffic in Arms Regulations of the U.S., and applicable U.S. Customs Regulations. Seller will not dispose of USA-origin items furnished by Buyer (including technical data) other than in and to the country of ultimate destination specified in the Order, government license(s), and authorization(s), except as law and regulation permit. Without limiting the foregoing, Seller shall apply for any applicable export authorizations required for the delivery of any Goods, Services, or technical data perform its obligations under an Orderthis Agreement.
(b) Seller If Supplier obtains Bureau of Industry and Security commodity classifications for the OEM Products, Supplier shall strictly comply with all applicable export control laws and regulationsprovide a copy of the CCATS document, including without limitation any revisions thereto during the United States Department Term of State International Traffic in Arms Regulations ("ITAR") and this Agreement. If Supplier obtains any U.S. Customs Rulings relating thereto, Supplier shall provide copies of the United States Department of Commerce Export Administration Regulations ("EAR") and shall retain documentation evidencing such compliance. Seller shall allow Buyer access to such documentation, for the purposes of auditing Seller's compliance with this clause (b)resulting revisions.
(c) Seller Supplier shall immediately notify Buyer in writing if it or indemnify and save harmless GEMS IT, its affiliates, officers, directors, employees, successors and assigns from any parentand against any losses, subsidiary or affiliate: (i) is or becomes listed on any Excluded or Denied Party List of an agency of the U.S. Government or on the consolidated list of asset freeze targets designated by the United Nationsdamages, European Unionliabilities, fines, penalties, and United Kingdom; expenses (including reasonable attorney’s fees) arising out of or (ii) if it has had its export privileges deniedresulting from the failure to comply with this provision, suspendedprovided that GEMS IT gives Supplier prompt written notice of any such claim and requisite authority, or revoked in whole or in part by any U.S. Government agencyinformation and assistance to defend such claim.
(d) In During the event Seller breaches any Term and for a period of five (5) years thereafter, Supplier shall keep accurate and complete export documentation records relating the provisions OEM Products in accordance with U.S. Export regulations and FDA requirements and the [ * ] designates portions of this Section 23, Seller shall indemnify Buyer document that have been omitted pursuant to a request for confidential treatment filed separately with respect to all losses, damages, claims, compensation, awards, expenses (including without limitation legal fees), fines, and judgments incurred by Buyer the commission. requirements of any other similar agency of any other nation that will have jurisdiction over Supplier as a result of its performance of its obligations under this Agreement. If the U.S. Government or as a consequence other government or agency requests the production of such breach. This obligation records, Supplier shall survive termination of this Ordercopy and produce the records at no charge to GEMS IT.
(e) Subject Upon reasonable advance notice to Supplier and during normal business hours, GEMS IT may, at its option and expense, conduct audits at any Supplier Service Location of documents relating to the ITAR OEM Products to assure that Supplier is in compliance with all export and FDA laws, regulations and requirements, including record keeping. GEMS IT may make copies of any records it reviews during its audits. Further, upon reasonable advance notice to Supplier, GEMS IT may request copies of any export documentation records relating to the EAROEM Products, only U.S. citizens which Supplier will provide free of charge. If an audit reveals non- compliance, undercharges or overcharges, Supplier will take appropriate measures to rectify the situation and permanent resident aliens (green card holders) may have access to said items, data, and/or services without bring the authority of a U.S. Government export license, agreement, or applicable exemption or exception. Seller agrees that it will not transfer any export- controlled item, data, or service, to include transfer to foreign persons employed by or associated with, or under contract to Seller or Seller’s lower-tier suppliers, without the authority of a U.S. Government export license, agreement, or applicable exemption or exceptionSupplier Service Location into compliance.
(f) If Seller is engaged in During the business Term and for a period of either exporting five (5) years thereafter, GEMS IT may request from Supplier copies of records deemed necessary to defend against any claim related to this Section 13.4 made by a third party, including federal, state or manufacturing (whether exporting or not) defense articles or furnishing defense services, Seller represents that it is registered with the Office of Defense Trade Controls, as required by the ITAR, and that it maintains an effective export/import compliance program in accordance with the ITARlocal government. Such records shall not be unreasonably withheld.
(g) Where Seller is a signatory under a Buyer export license or export agreement, (e.g., TAA, MLA), Seller shall provide prompt notification to the Buyer Procurement Representative in the event of changed circumstances including, but not limited to, ineligibility, a violation, or potential violation of the ITAR, and the initiation or existence of a U.S. Government investigation that could affect the Seller’s performance under this Order.
Appears in 1 contract
Export Compliance. (a) Unless Buyer otherwise agrees in writing, Seller represents and warrants that it will be the importer/exporter of record of the Goods and Seller will be responsible for obtaining all necessary import/export licenses, permits and other required authorizations. All delivered items (including technical data) shall at all times be subject to all applicable import and export regulations including, without limitation, the U.S. Export Regulations, International Traffic in Arms Regulations of the U.S., and applicable U.S. Customs Regulations. Seller will not dispose of USA-origin items furnished by Buyer (including technical data) other than in and to the country of ultimate destination specified in the Order, government license(s), and authorization(s), except as law and regulation permit. Without limiting the foregoing, Seller shall apply for any applicable export authorizations required for the delivery of any Goods, Services, or technical data under an Order.
(b) Seller shall strictly comply with all applicable import and export control laws and regulations, including without limitation the United States Department Export Administration Regulation ("EAR") and the United States International Traffic in Arms Regulations ("ITAR"), and will retain documentation evidencing such compliance. Buyer will obtain import and re-export approvals and licenses required for products, transfers, services and technical data delivered and will retain documentation evidencing compliance with those laws and regulations. Buyer agrees to indemnify and hold Seller harmless from any fines, penalties, or other liability imposed by any government agency arising from any failure of State Buyer to comply with such laws and regulations.
(b) Seller will deliver products cleared for export, but Seller will not be liable to Buyer for any failure to provide products, services, transfers or technical data as a result of government actions that impact Seller's ability to perform, including, but not limited to
(i) any governmental failure to provide, or the cancellation of, export or re-export licenses;
(ii) any subsequent interpretation of applicable import, transfer, export or re-export law or regulation after the date of any order or commitment that has a material adverse effect on Seller's performance; or
(iii) delays due to Buyer's failure to follow applicable import, export, transfer, or re-export laws and regulations or to assist Seller in acquiring same. Buyer shall not be relieved of its payment obligations if any of the above events occur.
(c) If Buyer designates the freight forwarder for export shipments from the United States, then Buyer's freight forwarder will export on Buyer's behalf and Buyer will be responsible for any failure of Buyer's freight forwarder to comply with all applicable export requirements. Seller will provide Buyer's designated freight forwarder with required commodity information.
(d) Where Buyer holds the design authority for a Part, Buyer shall provide Seller with export classification data, such as Export Control Classification Number ("ECCN"), Harmonized Tariff Schedule ("HTS") code or International Traffic in Arms Regulations ("ITAR") and the United States Department of Commerce Export Administration Regulations ("EAR") and classification, as applicable. Buyer shall retain documentation evidencing such compliance. Seller shall allow Buyer access to such documentation, for the purposes of auditing Seller's compliance with this clause (b).
(c) Seller shall immediately notify Buyer in writing if it or any parent, subsidiary or affiliate: (i) is or becomes listed on any Excluded or Denied Party List of an agency of the U.S. Government or on the consolidated list of asset freeze targets designated by the United Nations, European Union, and United Kingdom; or (ii) if it has had its export privileges denied, suspended, or revoked in whole or in part by any U.S. Government agency.
(d) In the event Seller breaches any of the provisions of this Section 23, Seller shall indemnify Buyer with respect to all losses, damages, claims, compensation, awards, expenses (including without limitation legal fees), fines, and judgments incurred by Buyer as a result or as a consequence of such breach. This obligation shall survive termination of this Order.
(e) Subject to the ITAR and the EAR, only U.S. citizens and permanent resident aliens (green card holders) may have access to said items, data, and/or services without the authority of a U.S. Government export license, agreement, or applicable exemption or exception. Seller agrees that it will not transfer any export- controlled item, data, or service, to include transfer to foreign persons employed by or associated with, or under contract provide updates to Seller or Seller’s lower-tier suppliers, without the authority of in a U.S. Government export license, agreement, or applicable exemption or exceptiontimely manner as changes occur.
(f) If Seller is engaged in the business of either exporting or manufacturing (whether exporting or not) defense articles or furnishing defense services, Seller represents that it is registered with the Office of Defense Trade Controls, as required by the ITAR, and that it maintains an effective export/import compliance program in accordance with the ITAR.
(g) Where Seller is a signatory under a Buyer export license or export agreement, (e.g., TAA, MLA), Seller shall provide prompt notification to the Buyer Procurement Representative in the event of changed circumstances including, but not limited to, ineligibility, a violation, or potential violation of the ITAR, and the initiation or existence of a U.S. Government investigation that could affect the Seller’s performance under this Order.
Appears in 1 contract
Sources: Conditions of Sale
Export Compliance. (a) Unless Buyer otherwise agrees in writing, Seller will be the importer/exporter shall verify and ensure that none of record its principals or representatives appear on any of the Goods denied party lists administered by the U.S. government, including but not limited to the Denied Persons List, Unverified List, and Seller will be responsible for obtaining all necessary import/export licensesEntity List administered by the Department of Commerce Bureau of Industry and Security; the Debarred Bidders List and Excluded Parties List administered by the General Services Administration; the Statutorily Denied Parties List, permits U.S. Arms Embargoes in Effect List, and other required authorizationsthe United Nations Sanctioned Persons List administered by the Department of State Directorate of Defense Trade Controls; and the Specially Designated Nationals List and Blocked Persons List administered by the Department of the Treasury Office of Foreign Assets Control. All delivered items (including technical data) Additionally, Buyer shall at all times be not, in connection with work or services provided hereunder, hire, charter, or contract or sub-contract with any entity organized under the laws, or operating under the flag of any country subject to all applicable import and export regulations including, without limitation, the U.S. Export Regulations, International Traffic in Arms Regulations a comprehensive embargo of the U.S.United States, including Iran, Cuba and applicable U.S. Customs RegulationsSudan. Buyer shall indemnify Seller will not dispose of USA-origin items furnished by Buyer (including technical data) other than in and to the country of ultimate destination specified in the Order, government license(s), and authorization(s), except as law and regulation permit. Without limiting the foregoing, Seller shall apply for any matter or claim that exposes Seller to liability under applicable export authorizations required for the delivery of any Goods, Services, or technical data under an Order.
(b) Seller shall strictly re-export controls or economic sanctions laws or regulations. Buyer agrees to comply with all applicable export and re-export control laws and regulations, including without limitation the United States Export Administration Regulations ("EAR") maintained by the U.S. Department of State Commerce, trade and economic sanctions regulations maintained by the Treasury Department’s Office of Foreign Assets Control ("OFAC"), and the International Traffic in Arms Regulations ("ITAR") and maintained by the United States U.S. Department of Commerce Export Administration Regulations ("State. Buyer agrees that no item shall be shipped, either directly or indirectly, to any country, company or person or for any end-use that is prohibited under the EAR") and , OFAC regulations or ITAR. Notwithstanding anything contrary in this article, neither party shall retain documentation evidencing such compliance. Seller shall allow Buyer access be required to such documentation, for the purposes of auditing Seller's compliance with this clause (b).
(c) Seller shall immediately notify Buyer in writing if it or any parent, subsidiary or affiliate: (i) is or becomes listed on any Excluded or Denied Party List of an agency of the U.S. Government or on the consolidated list of asset freeze targets designated by the United Nations, European Union, and United Kingdom; or (ii) if it has had its export privileges denied, suspended, or revoked in whole or in part by any U.S. Government agency.
(d) In the event Seller breaches meet any of its obligations under the provisions of this Section 23Agreement if, in that Party’s reasonable opinion, doing so would result in such Party violating applicable U.S. laws or regulations. Buyer agrees to indemnify Seller shall indemnify Buyer with respect to all for any fines, penalties, claims, losses, damages, claims, compensation, awardscosts (including reasonable legal costs), expenses (including without limitation legal fees), fines, and judgments incurred by Buyer liabilities that may arise as a result or as a consequence of such breach. This obligation shall survive termination Buyer’s breach of this Orderclause.
(e) Subject to the ITAR and the EAR, only U.S. citizens and permanent resident aliens (green card holders) may have access to said items, data, and/or services without the authority of a U.S. Government export license, agreement, or applicable exemption or exception. Seller agrees that it will not transfer any export- controlled item, data, or service, to include transfer to foreign persons employed by or associated with, or under contract to Seller or Seller’s lower-tier suppliers, without the authority of a U.S. Government export license, agreement, or applicable exemption or exception.
(f) If Seller is engaged in the business of either exporting or manufacturing (whether exporting or not) defense articles or furnishing defense services, Seller represents that it is registered with the Office of Defense Trade Controls, as required by the ITAR, and that it maintains an effective export/import compliance program in accordance with the ITAR.
(g) Where Seller is a signatory under a Buyer export license or export agreement, (e.g., TAA, MLA), Seller shall provide prompt notification to the Buyer Procurement Representative in the event of changed circumstances including, but not limited to, ineligibility, a violation, or potential violation of the ITAR, and the initiation or existence of a U.S. Government investigation that could affect the Seller’s performance under this Order.
Appears in 1 contract
Sources: Marine Fuel Sales Contract
Export Compliance. (a) Unless Buyer otherwise agrees in writing, Seller will be understands its obligations to comply with the importer/exporter of record of the Goods and Seller will be responsible for obtaining all necessary import/export licenses, permits and other required authorizations. All delivered items (including technical data) shall at all times be subject to all applicable import and export regulations including, without limitation, the U.S. Export Regulations, International Traffic in Arms Regulations of (“ITAR”) and the U.S., and applicable U.S. Customs RegulationsExport Administration Regulations (“EAR”). If Seller will not dispose of USA-origin items furnished by Buyer (including technical data) other than in and to the country of ultimate destination specified is a US company that engages in the Order, government license(s), and authorization(s), except as law and regulation permit. Without limiting the foregoing, Seller shall apply for any applicable export authorizations required for the delivery business of any Goods, either manufacturing or exporting Defense Articles or furnishing Defense Services, or technical data the Seller certifies by acceptance of this PO that it shall maintain an active registration with the US Department of State Directorate of Defense Trade Controls throughout the performance of Work under an Order.this PO;
(b) Seller shall strictly comply control the disclosure of and access to Defense Articles, Commodities, Technology, and Software (collectively, “Export Controlled Items”) received under this PO in accordance with all applicable US export control laws and regulations, including but not limited to the ITAR and EAR. Seller agrees that no Export Controlled Items provided by the Buyer in connection with this PO shall be provided to any non-US Persons, including without limitation limitation, a foreign subsidiary of Seller, without the United States Department express written authorization of State International Traffic in Arms Regulations ("ITAR") the Buyer and the United States Department Seller’s obtaining of Commerce Export Administration Regulations ("EAR") and shall retain documentation evidencing such compliance. Seller shall allow Buyer access to such documentation, for the purposes of auditing Seller's compliance with this clause (b).appropriate export authorizations;
(c) It shall be the responsibility of Buyer to notify and properly mark all Export Controlled Items provided under this PO to Seller in accordance with the ITAR and EAR. If any Export Controlled Item is received by the Seller from the Buyer and is not so marked, the Seller shall request from the Buyer, and the Buyer shall provide the Seller with the proper jurisdiction and classification prior to the Seller releasing the Export Controlled Item to a non-US Person in accordance with the terms herein;
(d) Seller shall immediately notify Buyer in writing if it or any parent, subsidiary or affiliate: (i) is or becomes listed on any Excluded or Denied Party List of an agency of the U.S. US Government or on the consolidated list of asset freeze targets designated by the United Nations, European Union, and United Kingdom; or (ii) if it has had its export privileges are denied, suspended, or revoked revoked. Should the Seller’s Work originate from a foreign location, such Work may also be subject to the export control laws/regulations of the country in whole or in part by any U.S. Government agency.which the Work originates. Seller agrees to comply with all applicable export control laws/regulations of that originating country;
(de) The Buyer may be required to obtain information concerning nationality or export status of Seller Engaged Personnel. ▇▇▇▇▇▇ agrees to provide such information as necessary and certifies the information to be true and correct. Seller shall defend, indemnify and hold harmless Buyer for all Damages that may be imposed on or incurred by the Buyer in connection with Seller’s violations of export and import laws and regulations;
(f) In the event Seller breaches is shipping any of Work to Buyer from a location outside the provisions of this Section 23US, Seller shall indemnify Buyer with respect to or Seller Engaged Personnel must be listed as the importer of record and fulfill all losses, damages, claims, compensation, awards, expenses (including without limitation legal fees), fines, and judgments incurred by Buyer as a result or as a consequence of such breach. This obligation shall survive termination of this Order.
(e) Subject to the ITAR and the EAR, only U.S. citizens and permanent resident aliens (green card holders) may have access to said items, data, and/or services without the authority of a U.S. Government export license, agreement, or applicable exemption or exceptioncustoms entry requirements. Seller agrees that it will not transfer any export- controlled item, data, or service, must notify the Procurement Representative in writing no less than five (5) days prior to include transfer to foreign persons employed by or associated with, or under contract to Seller or Seller’s lower-tier suppliers, without the authority of a U.S. Government export license, agreement, or applicable exemption or exception.
(f) If Seller is engaged in the business of either exporting or manufacturing (whether exporting or not) defense articles or furnishing defense services, Seller represents that it is registered with the Office of Defense Trade Controls, as required by the ITAR, and that it maintains an effective export/import compliance program in accordance with the ITAR.such shipment;
(g) Where Seller is a signatory under a Buyer export license or export agreementAs used in this Clause, the following terms are defined in the referenced regulations: “Defense Article” (e.g., TAA, MLAITAR: 22 CFR §120.6), Seller shall provide prompt notification to the Buyer Procurement Representative in the event of changed circumstances including“Commodity” (EAR 15 CFR Part 772), but not limited to“Technology” (EAR Part 772), ineligibility“Software” (ITAR § 121.8(f) and EAR Part 772), a violation, or potential violation of the ITAR“Defense Services” (ITAR §120.9), and the initiation or existence of a U.S. Government investigation that could affect the Seller’s performance under this Order“US Person” (ITAR§120.15).
Appears in 1 contract
Sources: Purchase Order
Export Compliance. (a) Unless Buyer otherwise agrees in writing, Seller will be the importer/exporter of record of the Goods and Seller will be responsible for obtaining all necessary import/export licenses, permits and other required authorizations. All delivered items (including technical data) shall at all times be subject to all applicable import and export regulations including, without limitation, the U.S. Export Regulations, International Traffic in Arms Regulations of the U.S., and applicable U.S. Customs Regulations. Seller will not dispose of USA-origin items furnished by Buyer (including technical data) other than in and to the country of ultimate destination specified in the Order, government license(s), and authorization(s), except as law and regulation permit. Without limiting the foregoing, Seller shall apply for any applicable export authorizations required for the delivery of any Goods, Services, Services or technical data under an Order.
(b) Seller shall strictly comply with all applicable export control laws and regulations, including without limitation the United States Department of State International Traffic in Arms Regulations ("'ITAR"') and the United States Department of Commerce Export Administration Regulations ("'EAR"') and shall retain documentation evidencing such compliance. Seller shall allow Buyer access to such documentation, for the purposes of auditing Seller's compliance with this clause (b).
(c) Seller shall immediately notify Buyer in writing if it or any parent, subsidiary or affiliate: (i) is or becomes listed on any Excluded or Denied Party List of an agency of the U.S. Government or on the consolidated list of asset freeze targets designated by the United Nations, European Union, and United Kingdom; or (ii) if it has had its export privileges denied, suspended, or revoked in whole or in part by any U.S. Government agency.
(d) In the event Seller breaches any of the provisions of this Section 23, Seller shall indemnify Buyer with respect to all losses, damages, claims, compensation, awards, expenses (including without limitation legal fees), fines, fines and judgments incurred by Buyer as a result or as a consequence of such breach. This obligation shall survive termination of this Order.
(e) Subject to the ITAR and the EAR, only U.S. citizens and permanent resident aliens (green card holders) may have access to said items, data, data and/or services without the authority of a U.S. Government export license, agreement, agreement or applicable exemption or exception. Seller agrees that it will not transfer any export- export controlled item, data, or service, to include transfer to foreign persons employed by or associated with, or under contract to Seller or Seller’s lower-lower- tier suppliers, without the authority of a U.S. Government export license, agreement, agreement or applicable exemption or exception.
(f) If Seller is engaged in the business of either exporting or manufacturing (whether exporting or not) defense articles or furnishing defense services, Seller represents that it is registered with the Office of Defense Trade Controls, as required by the ITAR, and that it maintains an effective export/import compliance program in accordance with the ITAR.
(g) Where Seller is a signatory under a Buyer an Ontic export license or export agreement, (e.g., e.g. TAA, MLA), Seller shall provide prompt notification to the Buyer Ontic Procurement Representative in the event of changed circumstances including, but not limited to, ineligibility, a violation, violation or potential violation of the ITAR, and the initiation or existence of a U.S. Government investigation that could affect the Seller’s performance under this Ordercontract.
Appears in 1 contract
Sources: Terms and Conditions of Purchase
Export Compliance. (a) Unless a. Buyer otherwise agrees in writing, Seller represents and warrants that it will be the importer/exporter of record of the Goods and Seller will be responsible for obtaining all necessary import/export licenses, permits and other required authorizations. All delivered items (including technical data) shall at all times be subject to comply with all applicable import and export regulations control laws and regulations, including, without limitation, the U.S. United States Export RegulationsAdministration Regulation ("EAR"), the United States International Traffic in Arms Regulations {''ITAR"), the United States Office of Foreign Assets Control Regulations, the U.S.United States Foreign Trade Regulations, European Union and country-specific import and export regulations including EU and/or country-specific sanctions regimes, and other applicable U.S. Customs Regulationslaws and regulations, and will retain documentation evidencing such compliance. Buyer will obtain import and re-export approvals and licenses required for Parts, transfers, services and technical data delivered and will retain documentation evidencing compliance with those laws and regulations. ▇▇▇▇▇ agrees to indemnify and hold Seller harmless from any fines, penalties, or other liability imposed by any government entity arising from any failure of Buyer to comply with such laws and regulations.
b. Seller will deliver Parts cleared for export, but Seller will not dispose of USA-origin items furnished by be liable to Buyer (including technical data) other than in and to the country of ultimate destination specified in the Order, government license(s), and authorization(s), except as law and regulation permit. Without limiting the foregoing, Seller shall apply for any applicable export authorizations required for the delivery of any Goodsfailure to provide Parts, Servicesservices, transfers or technical data under an Orderas a result of government actions that impact Seller's ability to perform, including, but not limited to i) any governmental failure to provide, or the cancellation of, export or re-export licenses; ii) any subsequent interpretation of applicable import, transfer, export or re-export law or regulation after the date of any order or commitment that has a material adverse effect on Seller’s performance; or iii) delays due to Buyer’s failure to follow applicable import, export, transfer, or re-export laws and regulations or to assist Seller in acquiring the same. The Buyer shall not be relieved of its payment obligations if any of the above events occur.
c. If Buyer designates the freight forwarder for export shipments from the United States or any another country (b) Seller shall strictly whichever applicable), then, unless otherwise instructed or notified by Seller, Buyer's freight forwarder will export on Buyer's behalf and Buyer will be responsible for any failure of Buyer's freight forwarder to comply with all applicable export requirements. Seller will provide Buyer's designated freight forwarder with required commodity information.
d. Where Buyer holds the design authority for a Part or otherwise possesses the relevant export classification for a Part, Buyer shall provide Seller with the relevant export classification data, such as, inter alia, classification numbers according to EU and/or country specific Military Lists, classification numbers according to Annex 1 of Regulation No 428/2009/EC setting up a Community regime for the control laws of exports, transfer, brokering and regulationstransit of dual-use items (European Dual Use Regulation), including without limitation the United States Department of State Export Control Classification Number ("ECCN"), Harmonized Tariff Schedule ("HTS") code or International Traffic in Arms Regulations ("ITAR") and the United States Department of Commerce Export Administration Regulations ("EAR") and classification, as applicable. Buyer shall retain documentation evidencing such compliance. Seller shall allow Buyer access to such documentation, for the purposes of auditing Seller's compliance with this clause (b).
(c) Seller shall immediately notify Buyer in writing if it or any parent, subsidiary or affiliate: (i) is or becomes listed on any Excluded or Denied Party List of an agency of the U.S. Government or on the consolidated list of asset freeze targets designated by the United Nations, European Union, and United Kingdom; or (ii) if it has had its export privileges denied, suspended, or revoked in whole or in part by any U.S. Government agency.
(d) In the event Seller breaches any of the provisions of this Section 23, Seller shall indemnify Buyer with respect to all losses, damages, claims, compensation, awards, expenses (including without limitation legal fees), fines, and judgments incurred by Buyer as a result or as a consequence of such breach. This obligation shall survive termination of this Order.
(e) Subject to the ITAR and the EAR, only U.S. citizens and permanent resident aliens (green card holders) may have access to said items, data, and/or services without the authority of a U.S. Government export license, agreement, or applicable exemption or exception. Seller agrees that it will not transfer any export- controlled item, data, or service, to include transfer to foreign persons employed by or associated with, or under contract provide updates to Seller or Seller’s lower-tier suppliers, without the authority of in a U.S. Government export license, agreement, or applicable exemption or exceptiontimely manner as changes occur.
(f) If Seller is engaged in the business of either exporting or manufacturing (whether exporting or not) defense articles or furnishing defense services, Seller represents that it is registered with the Office of Defense Trade Controls, as required by the ITAR, and that it maintains an effective export/import compliance program in accordance with the ITAR.
(g) Where Seller is a signatory under a Buyer export license or export agreement, (e.g., TAA, MLA), Seller shall provide prompt notification to the Buyer Procurement Representative in the event of changed circumstances including, but not limited to, ineligibility, a violation, or potential violation of the ITAR, and the initiation or existence of a U.S. Government investigation that could affect the Seller’s performance under this Order.
Appears in 1 contract
Sources: Terms and Conditions
Export Compliance. (a) Unless Buyer otherwise agrees Seller warrants and certifies it has complied and will comply with the Export Administration Regulations 15 CFR 730 et. seq. ("EAR") maintained by the U.S. Department of Commerce and the International Traffic In Arms Regulations 22 CFR Chapter 1, Subchapter M, Parts 120-130 (“ITAR”) maintained by the U.S. Department of State. If Seller is a U.S. company that engages in writingthe business of either manufacturing or exporting Defense Articles or furnishing Defense Services, the Seller certifies by acceptance of this PO that it shall maintain an active registration with the U.S. Department of State Directorate of Defense Trade Controls throughout the performance of Work under this PO. In recognition of Seller’s obligations under the U.S. export control laws, Seller will be the importer/exporter agrees that if Seller at any time becomes aware of record any potential violations of the Goods and Seller will be responsible for obtaining all necessary import/U.S. export licenses, permits and other required authorizations. All delivered items (including technical data) shall at all times be subject laws relating to all applicable import and export regulations including, without limitation, the U.S. Export Regulations, International Traffic in Arms Regulations of the U.S., and applicable U.S. Customs Regulations. Seller will not dispose of USA-origin items furnished by Buyer (including technical data) other than in and to the country of ultimate destination specified in the Order, government license(s), and authorization(s), except as law and regulation permit. Without limiting the foregoingthis PO, Seller shall apply for any applicable export authorizations required for the delivery of any Goods, Services, or technical data under an Orderimmediately notify Buyer in writing.
(b) Seller shall strictly comply control the disclosure of and access to Defense Articles, Commodities, Technical Data/Technology, and Software (collectively, “Export Controlled Items”) received under this PO in accordance with all applicable U.S. export control laws and regulations, including the ITAR and EAR. Seller agrees that no Export Controlled Items provided by the Buyer in connection with this PO, whether in their original form or after being incorporated into other end-items, shall be provided to any non-US Persons, including any non- US Person employees, students, or interns or a foreign subsidiary of Seller, without limitation the United States Department express written authorization of State International Traffic in Arms Regulations ("ITAR") the Buyer and the United States Department Seller’s obtaining of Commerce Export Administration Regulations ("EAR") and shall retain documentation evidencing such compliance. Seller shall allow Buyer access to such documentation, for the purposes of auditing Seller's compliance with this clause (b)appropriate export authorizations.
(c) As necessary to support this PO, Seller shall, at its own expense, prepare any necessary documentation and request any necessary United States Government approval for exports or re-exports in a timely manner.
(d) It shall be the responsibility of Seller to notify and properly mark, including jurisdiction and classification of, all Export Controlled Items provided under this PO to Buyer. If any Export Controlled Item is received by the Buyer from the Seller and is not properly marked, the Buyer shall request from the Seller, and the Seller shall provide the Buyer with the proper jurisdiction and classification markings.
(e) Seller shall immediately notify Buyer in writing if it or any parent, subsidiary or affiliate: (i) is or becomes listed on any Excluded or Denied Party List of an agency of the U.S. Government or on the consolidated list of asset freeze targets designated by the United Nations, European Union, and United Kingdom; or (iior,(ii) if it has had its export privileges denied, suspended, or revoked in whole or in part by any U.S. Government agency.
(df) In The Buyer may be required to obtain information concerning nationality or export status of Seller Engaged Personnel. ▇▇▇▇▇▇ agrees to provide such information as necessary and certifies the event Seller breaches any of the provisions of this Section 23, information to be true and correct. Seller shall defend, indemnify and hold harmless Buyer with respect to for all losses, damages, claims, compensation, awards, expenses (including without limitation legal fees), fines, and judgments Damages that may be imposed on or incurred by the Buyer as a result or as a consequence of such breach. This obligation shall survive termination of this Order.
(e) Subject to the ITAR and the EAR, only U.S. citizens and permanent resident aliens (green card holders) may have access to said items, data, and/or services without the authority of a U.S. Government export license, agreement, or applicable exemption or exception. Seller agrees that it will not transfer any export- controlled item, data, or service, to include transfer to foreign persons employed by or associated with, or under contract to Seller or in connection with Seller’s lower-tier suppliers, without the authority violations of a U.S. Government export license, agreement, or applicable exemption or exception.
(f) If Seller is engaged in the business of either exporting or manufacturing (whether exporting or not) defense articles or furnishing defense services, Seller represents that it is registered with the Office of Defense Trade Controls, as required by the ITAR, and that it maintains an effective export/import compliance program in accordance with the ITARlaws and regulations.
(g) Where Seller is a signatory In carrying out its responsibilities under a Buyer export license or export agreement, (e.g., TAA, MLA)this PO, Seller shall provide prompt notification to the Buyer Procurement Representative will not directly or indirectly authorize, promise, offer or make any political contributions as defined in the event of changed circumstances including, but not limited to, ineligibility, a violation, 22 CFR 130.6 or potential violation of the ITAR, and the initiation any fees or existence of a U.S. Government investigation that could affect the Seller’s performance under this Order.commissions as defined in 22 CFR 130.5. This Section applies only if this
Appears in 1 contract
Sources: Purchase Order Agreement
Export Compliance. (a) Unless Buyer For all international shipments, unless otherwise agrees in writinginstructed by the Buyer, the Seller will be obtain any and all necessary export licenses necessary to ship these Goods from the importer/exporter United States Government Department of record State or Department of Commerce, if so required under the applicable U.S. Government export control regulations. Seller and ▇▇▇▇▇ specifically acknowledge that Seller’s ability to obtain an export license is conditioned upon the ability of Seller and Buyer to conform to the laws and regulations of the U.S. Government and its various cognizant departments regarding the sale of the Goods and or services to Buyer. Buyer agrees to provide any required documentation to Seller will be required to obtain an export license. ▇▇▇▇▇ understands that Seller is legally responsible for obtaining all necessary import/violations of U.S. export licenseslaw; therefore, permits ▇▇▇▇▇ agrees that Buyer will, upon demand by Seller, make Seller whole as a result of any fines, penalties, or forfeitures resulting from errors or omissions of any freight forwarder not recommended or approved by Seller. Any technical data or defense service exported from the United States under these Terms and other required authorizations. All delivered items (including Conditions and any defense article which may be produced or manufactured from such technical data) shall at all times data or defense service may not be subject transferred to all applicable import and export regulations including, without limitation, the U.S. Export Regulations, International Traffic a person in Arms Regulations a third country or to a national of the U.S., and applicable U.S. Customs Regulations. Seller will not dispose of USA-origin items furnished by Buyer (including technical data) other than in and to the a third country of ultimate destination specified in the Order, government license(s), and authorization(s), except as law and regulation permit. Without limiting the foregoing, Seller shall apply for any applicable export authorizations required for the delivery of any Goods, Services, or technical data under an Order.
(b) Seller shall strictly comply with all applicable export control laws and regulations, including without limitation specifically authorized by the United States Department of State International Traffic in Arms Regulations ("ITAR") and unless the United States Department prior written approval of Commerce Export Administration Regulations ("EAR") and shall retain documentation evidencing such compliance. Seller shall allow Buyer access to such documentation, for the purposes of auditing Seller's compliance with this clause (b).
(c) Seller shall immediately notify Buyer in writing if it or any parent, subsidiary or affiliate: (i) is or becomes listed on any Excluded or Denied Party List of an that agency of the U.S. U. S. Government or has been obtained, and this obligation shall remain binding on the consolidated list Buyer and survive the term of asset freeze targets designated by delivery of any Goods or property from Seller. For all domestic shipments, the United Nations, European Union, and United Kingdom; or (ii) if it has had its Buyer assumes all responsibility for any subsequent export privileges denied, suspended, or revoked in whole or in part by any U.S. Government agency.
(d) In the event Seller breaches any of the provisions of this Section 23, Seller Goods and shall indemnify Buyer with respect to Seller against any and all losses, liabilities, damages, claimscosts, compensation, awards, expenses (including without limitation legal fees)penalties, fines, and judgments incurred civil or criminal or expenses arising from the improper or unauthorized export of Goods shipped following any purchase or sales made under this Agreement by Buyer as a result or as a consequence Buyer’s customer, and Buyer by acceptance of such breach. This obligation shall survive termination these terms and conditions of this Order.
(e) Subject to the ITAR and the EARsale, only U.S. citizens and permanent resident aliens (green card holders) may have access to said itemscertifies that, dataif receiving defense articles, and/or services without the authority of a U.S. Government export license, agreement, or applicable exemption or exception. Seller agrees that it will not transfer any export- controlled item, data, or service, to include transfer to foreign persons employed by or associated with, or under contract to Seller or Seller’s lower-tier suppliers, without the authority of a U.S. Government export license, agreement, or applicable exemption or exception.
(f) If Seller Buyer is engaged in the business of either exporting or manufacturing (whether exporting or not) defense articles or furnishing defense services, Seller represents that it is legally registered with the Office Directorate of Defense Trade Controls, as required by the ITAR, Controls and that it maintains an effective export/import compliance program in accordance with the ITARtherefore eligible to handle such Goods.
(g) Where Seller is a signatory under a Buyer export license or export agreement, (e.g., TAA, MLA), Seller shall provide prompt notification to the Buyer Procurement Representative in the event of changed circumstances including, but not limited to, ineligibility, a violation, or potential violation of the ITAR, and the initiation or existence of a U.S. Government investigation that could affect the Seller’s performance under this Order.
Appears in 1 contract
Sources: Sales Contracts
Export Compliance. (a) Unless Vendor acknowledges that design plans, technical information and related items provided to Vendor by Buyer otherwise agrees in writing, Seller will be the importer/exporter of record of the Goods and Seller will be responsible for obtaining all necessary import/export licenses, permits and other required authorizations. All delivered items (including technical data) shall at all times may be subject to all applicable import and United States export regulations including, without limitation, the U.S. Export Regulations, International Traffic in Arms Regulations of the U.S., and applicable U.S. Customs Regulations. Seller will not dispose of USA-origin items furnished by Buyer (including technical data) other than in and to the country of ultimate destination specified in the Order, government license(s), and authorization(s), except as law and regulation permit. Without limiting the foregoing, Seller shall apply for any applicable export authorizations required for the delivery of any Goods, Services, or technical data under an Order.
(b) Seller shall strictly comply with all applicable export control administration laws and regulations. Vendor further warrants that it shall not permit any of these items to be used, including without limitation downloaded, exported, or re-exported in violation of these laws, and shall not permit them to be used by a citizen or resident of any country on which the US has placed an embargo or by any disqualified party named on a list maintained by the United States Department of State International Traffic in Arms Regulations ("ITAR") and the United States Department of Commerce Export Administration Regulations ("EAR") and shall retain documentation evidencing such compliance. Seller shall allow Buyer access to such documentationgovernment, for the purposes of auditing Seller's compliance with this clause (b).
(c) Seller shall immediately notify Buyer in writing if it or any parent, subsidiary or affiliate: (i) is or becomes listed on any Excluded or Denied Party List of an agency of the U.S. Government or on the consolidated list of asset freeze targets designated by the United Nations, European Union, and United Kingdom; or (ii) if it has had its export privileges denied, suspended, or revoked in whole or in part by any U.S. Government agency.
(d) In the event Seller breaches any of the provisions of this Section 23, Seller shall indemnify Buyer with respect to all losses, damages, claims, compensation, awards, expenses (including without limitation legal fees), fines, and judgments incurred by Buyer as a result or as a consequence of such breach. This obligation shall survive termination of this Order.
(e) Subject to the ITAR and the EAR, only U.S. citizens and permanent resident aliens (green card holders) may have access to said items, data, and/or services without the authority of a U.S. Government export license, agreement, or applicable exemption or exception. Seller agrees that it will not transfer any export- controlled item, data, or service, to include transfer to foreign persons employed by or associated with, or under contract to Seller or Seller’s lower-tier suppliers, without the authority of a U.S. Government export license, agreement, or applicable exemption or exception.
(f) If Seller is engaged in the business of either exporting or manufacturing (whether exporting or not) defense articles or furnishing defense services, Seller represents that it is registered with the Office of Defense Trade Controls, as required by the ITAR, and that it maintains an effective export/import compliance program in accordance with the ITAR.
(g) Where Seller is a signatory under a Buyer export license or export agreement, (e.g., TAA, MLA), Seller shall provide prompt notification to the Buyer Procurement Representative in the event of changed circumstances including, but not limited to, ineligibilitythe Treasury, a violationState, or potential Commerce Departments. Vendor also warrants that it will not engage in activities that support boycotts in other countries (when the boycotts are not sanctioned by the United States), or engage in any other restrictive trade practices in violation of US export administration laws and regulations. Unless otherwise noted on the ITARface hereof, Vendor is solely responsible for export compliance for all Goods and the initiation or existence of a U.S. Government investigation that could affect the Seller’s performance Services provided under this Order, including, but not limited to, export clearance of direct shipments to a non-US location. No provision herein and no action required by this Order is operative or shall apply to the extent it would cause either party to take any action or inaction penalized or prohibited under the US Export Administration Regulations or Section 999 of the Internal Revenue Code. Upon request, Vendor agrees to provide the following information for each item: (i) Harmonized Tariff Schedule of the United States classification or Harmonized System classification at the six-digit level, (ii) US Export Control Classification Number (or, if appropriate, US Munitions List Category), (iii) Any government classification or commodity jurisdiction determinations (for example, customs ruling, US Bureau of Industry and Security C-CATS) including decision number, date, and text, (iii) Country of Origin, (iv) Any preferential trade agreements under which the Goods originate, (v) Certificates of Origin or certifications or declarations of preferential origin eligibility, (vi) Chemical Abstracts Service number, (vii) Material Safety Data Sheet, (viii) Support for the above upon request.
Appears in 1 contract
Sources: Purchase Order