Huber Z-Stage with components "No Substitutes"

General Terms and Conditions

This document outlines the General Terms and Conditions for commercial products and services provided to Brookhaven Science Associates, LLC (BSA) at Brookhaven National Laboratory. It establishes the contractual framework between BSA and its contractors.

• Definitions: Clarifies key terms such as "Agreement," "BSA," "Contractor," and "Government."
• Order of Precedence: Establishes the hierarchy of documents in case of inconsistencies (Contract, Special Terms, Supplemental Terms, General Terms, SOW, Specifications, Drawings).
• Complete Agreement: States that this document, along with other incorporated documents, constitutes the entire agreement.
• Unauthorized Obligation: Addresses limitations on End User License Agreements (EULAs) and Terms of Service (TOS) that may require indemnification from BSA or the Government.
• Respectful Workplace Policy: Outlines expectations for contractor conduct on site.
• Reporting Concerns: Mandates contractor employees report environmental, safety, health, and technical concerns.
• Assignment: Details conditions under which the agreement can be assigned.
• Disputes: Outlines the process for dispute resolution, including negotiation, mediation, and court action in New York.
• Excusable Delays: Defines circumstances beyond the contractor's control that may excuse nonperformance.
• Termination: Covers termination for convenience by BSA and termination for default by either party.
• Payment: Specifies payment terms (net 30 days) and procedures for invoicing and handling overpayments.
• Changes: Requires written agreement for any modifications.
• Inspection: Grants BSA the right to inspect and test tendered items.
• Taxes: Clarifies that the agreement price includes taxes, and BSA is exempt from New York State and local sales and use taxes.
• Title and Risk of Loss: Defines when title and risk of loss transfer to the Government.
• Warranty: Outlines contractor warranties for items and services.
• Limitation of Liability: Limits contractor liability for consequential damages.
• Compliance with Laws: Requires adherence to all applicable federal, state, and local laws and regulations.
• IPv6 Compliance: Specific requirements for Information Technology (IT) acquisitions.
• Patent Indemnity: Addresses contractor liability for patent infringement.
• Suspect/Counterfeit Items: Prohibits the use or inclusion of suspect or counterfeit parts.
• Reporting Executive Compensation: Requires reporting of executive compensation for agreements valued at $30,000 or more.
• Identification of Employees: Mandates the use of E-Verify for employment eligibility verification.
• Incorporated Clauses: Lists numerous Federal Acquisition Regulation (FAR) and Department of Energy Acquisition Regulation (DEAR) clauses incorporated by reference.

This document is crucial for any vendor seeking to contract with BSA for commercial products and services at Brookhaven National Laboratory. It defines the fundamental terms and conditions that will govern the contractual relationship, including performance expectations, payment terms, compliance requirements, and dispute resolution processes. Bidders must review these terms carefully to understand their obligations and rights.

Form / Attachment / Pricing Sheet

This document is a DRAFT Purchase Order (PO) from Brookhaven National Laboratory (BNL) to a vendor. It outlines the specific items to be procured, terms and conditions, and quality assurance requirements.

• PO Number: BNL-0000476688
• Vendor: ANY VENDOR (0000026188)
• Date: 03/10/2026
• Item: Z-Stage 5103.A20-90X1 with components, including specific Huber H/W parts (Motor, Encoder, Encoder System).
• Payment Terms: Net 30
• Freight Terms: FOB Destination, Frt Prepaid UPS-GROUND
• Contractual Representative: Bethann Gilman
• Billing and Shipping Addresses: Specified for Brookhaven National Lab.
• General Terms & Conditions: Incorporated by reference (BNL-QA-101).
• Quality Assurance Requirements: Supplier must meet BNL-QA-101, including ISO 9001 certification, quality system requirements, and protection of material/equipment.
• Shipping Requirements: Packing slip required, shipments to "RECEIVING BUILDING 98", PO number on labels.
• Invoicing: Electronic submission preferred to APinvoices@bnl.gov.
• Special Instructions: Clarifies that the PO does not bind the US Government, prices are firm, total PO amount cannot be exceeded without modification, and the PO number must appear on all correspondence.

This document details the specific product being ordered (Z-Stage 5103.A20-90X1 with components), the contractual terms, and the quality assurance expectations. Vendors should review these details to understand the requirements for fulfilling this purchase order, including shipping, invoicing, and quality standards.