RIX Industries Flow Downs

8/20/2020

Description:

CHANGES: FIXED PRICE PURCHASE ORDERS FOR COMMERCIAL ITEMS UNDER A NON- U.S. GOVERNMENT CONTRACT

Clause:

CHANGES: (a) Buyer may at any time and without notice to third parties, including sureties (if any), by written instructions from Buyer’s Representative to Seller, unilaterally make changes to these terms and conditions and/or in the Services to be performed or the Items to be furnished hereunder in any one or more of the following: (1) drawings, designs or specifications; (2) method of shipment or packing; (3) time and/or place of delivery, inspection or acceptance; (4) the quantity of Items ordered or Services to be performed; (5) the statement of work; (6) method or manner of performance of the work; and, (7) property, facilities, equipment, or materials, to be provided under this Order. (b) During performance of this Order, Seller shall not make any changes in the Services to be performed or in the design of Items or manufacturing of Items to be furnished by Seller under this Order, including any changes to the process, manufacturing location, or use of suppliers, without advance notification to and written approval of Buyer. Items or Services that have changed without prior notification and consent shall be nonconforming Items or Services under this Order. Changes shall not be binding upon Buyer, except when confirmed in writing by Buyer’s Representative. The issuance of information, advice, approvals or instructions by Buyer’s technical personnel or other representative shall be deemed expressions of personal opinion only, and shall not affect Buyer’s and Seller’s rights and obligations hereunder, unless the same is in writing signed by Buyer Representative and which expressly states that it constitutes an amendment to this Order. If Seller considers that Buyer’s conduct constitutes a change, Seller shall notify Buyer’s Representative immediately in writing as to the nature of such conduct and its effect upon Seller’s performance. (c) If any written change under this Article causes an increase or decrease in the estimated costs or the time required for performance of the Order, an equitable adjustment to the Order price and/or delivery schedule may be made and the Order modified in writing accordingly. Any equitable adjustment in price to which Seller may be entitled as a result of an increase in the quantity of Items or Services ordered shall not exceed the unit price established for such Items or Services herein. (d) Any claim by Seller for adjustment must be asserted to Buyer within fifteen (15) days from date of Buyer issued change order. Seller’s claim for adjustment must be submitted in writing in the form of a complete change proposal, fully supported by factual information to Buyer’s Representative within thirty (30) days from the date Buyer issued the change order. Buyer may, in its sole discretion, consider any such claim regardless of when asserted, except that no claim for equitable adjustment shall be allowed after final payment. (e) If Buyer and Seller are unable to agree upon an equitable adjustment in the event of any change directed by Buyer, the matter will be resolved in accordance with the disputes provisions of Article 11. Nothing contained herein, including failure of the Parties to agree upon any equitable adjustment to be made under this Article, shall excuse Seller from proceeding without delay with the Order as changed by Buyer’s written direction. (f) Nothing in this clause nor any authorization or offer that may be made shall be deemed to constitute acceptance or acknowledgment by Buyer of the validity of Seller’s claim or any part thereof, nor be deemed to limit or in any way to restrict Buyer from taking any actions, including available remedies, it deems appropriate to protect its own interests.