RIX Industries Flow Downs

2/13/2017

Description:

Undefinitized Purchase Contract Terms and Conditions – Fixed Price (Variable)

Clause:

1. PERFORMANCE OF THE PARTIESBy Seller’s acceptance of this Contract, Seller agrees to proceed immediately to procurethe necessary materials and to commence the manufacture of the Goods/Services or theperformance of the services called for by this Contract, and to pursue such work with alldiligence to the end that the Goods/Services may be delivered or services performed inaccordance with the schedules incorporated in this Contract. Subject to the terms of thisclause, Buyer agrees to pay Seller in accordance with the terms of this Contract forconforming Goods/Services tendered in accordance with the schedules incorporated inthis Contract.2. NOT TO EXCEED PRICEThe not-to-exceed (NTE) price set forth in this clause is $ _____________ and is themaximum price of the contemplated definitized Contract. Seller agrees to negotiatepromptly and in good faith with Buyer for the purpose of definitizing this Contract for theGoods/Services set forth herein. The total NTE price is subject to negotiation anddownward adjustment only.3. PROVISIONAL PAYMENT (DELIVERABLE GOODS/SERVICES)If delivery of the Goods/Services is required prior to definitization, Buyer shall issuepayment based upon the provisional unit price as implemented through clause F217which is incorporated, by reference, into this Contract.4. FUNDING LIMITATIONSeller’s current funding limit(s) for any line item(s) subject to a funding limitation isstated on the Contract. These line item(s) are subject to that funding limitation throughthe date identified in F216. Seller shall notify Buyer in writing of any additional fundingrequired to continue timely performance under this contract for sixty (60) days after thedate specified in clause F216 as incorporated in this Contract or for any further periodspecified by Buyer. If Seller fails to give notice at least thirty (30) days before the datespecified in clause F216, Seller agrees to continue performance of the work under thiscontract with no additional funding amount authorized for thirty (30) days from the datethat the notice is received by Buyer in order to allow Buyer time to authorize theadditional funding amount.5. TERMINATION LIABLITYThe termination liability amount authorized by Buyer and Buyer’s maximum liability isset forth in clause F218 as incorporated into this Contract.6. TYPE OF CONTRACTIt is expected that the definitized Contract will be a ______________________Contract.7. TERMS AND CONDITIONS (applicable when contract terms are undefinitized)Seller and Buyer recognize that the parties are currently negotiating, in good faith,revised terms and conditions to definitize this Contract. Seller agrees to negotiatepromptly and in good faith with Buyer for the purpose of definitizing the terms andconditions of this Contract. Upon conclusion of negotiations the parties agree toincorporate the resulting agreed upon revised terms and conditions, if any, so as to bemade a part of a definitized Contract.8. DEFINITIZATION SCHEDULEThe following is the schedule for definitization of this Contract:Submission of Proposal _______________________Fact Finding ________________________Negotiation Start Date _______________________Definitization Target Date _____________________9. EXTENSION OF DEFINITIZATION SCHEDULEBuyer’s Authorized Procurement Representative may by written notice to Seller extendthis definitization schedule if the parties are unable to begin or conclude negotiations inaccordance with the definitization schedule set forth in this clause. Seller shall, subject tothe maximum termination liability amount, continue performance hereunder inaccordance with the terms of this Contract.10. TERMINATIONIn the event this Contract is not definitized by the definitization target date specified inthis clause, or any extension of such date, because of the inability of the parties to agreeupon the terms of a definitized Contract, Buyer may, at its sole discretion, terminate thisContr