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Invariant Po Terms & Conditions

1. Definitions

The following terms as used throughout this Order shall have the meanings set forth below:

a. “Affiliate” means any individual or a corporation, partnership, limited liability company, trust, unincorporated organization, association, or other entity which, directly or indirectly, through one or more intermediaries, controls, or is controlled by, or under common control with another entity. For the purpose of this definition, the terms “controls,” “controlled by,” and “under common control with” mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of an entity, whether through the ownership of voting securities, by contract or otherwise.

b. “Buyer” means Invariant Corp. and its Affiliates acting through its Authorized Procurement Representative.

c. “Seller” means the individual, corporation, or association contracting to furnish the goods or services described in this Order.

d. “Order” means this agreement through which good and/or services have been contracted to be delivered by the Seller, to include the terms and conditions set forth herein or required by Federal Acquisition Regulation or legal statute to be flowed down from the applicable FAR Based Prime Contracts, as well as, all referenced documents, exhibits, and attachments

2. Acknowledgment/Acceptance of Order

This Order is subject to the following terms and conditions and, by acknowledgement of this Order or Seller’s commencement of performance, Seller shall have agreed to and accepted said terms and conditions. Signing, dating, and returning a copy of this purchase order is required for FAR Based Purchase Orders over $10,000.  Upon acceptance, this Order is the complete and exclusive statement of the terms of the agreement between Seller and Buyer, and no change shall be binding on Buyer unless agreed to in writing by Buyer’s Authorized Procurement Representative. Unless expressly accepted in writing by Buyer, additional or differing terms or conditions proposed by Seller or included in Seller’s acknowledgment are objected to by Buyer and have no effect.

By acceptance of this Order, Seller confirms that it is not debarred, suspended, or proposed for debarment by any U.S. Government Agency.

Defense Priority and Allocation System (DPAS) Orders containing a DPAS rating are certified for national defense, emergency preparedness, and energy program use, and Seller shall follow all the requirements of the DPAS regulation (15 CFR 700).

Acceptance from Seller shall be required within 10 days for DX rated orders and 15 days for DO rated orders.


3. Changes

By written revision to the Order, Buyer may, from time to time, make changes in drawings, designs, specifications, quantity, services and method of shipment. If any such change causes an increase or decrease in the price or delivery of this Order, the revised price or delivery will be by mutual agreement. Changes shall not be binding upon Buyer except when specifically confirmed by written revision to the Order by an authorized member of Buyer’s Purchasing Department. Information, advice, approval or instructions given by Buyer’s technical personnel or other representatives shall be deemed expressions of personal opinions only and shall not affect Buyer’s and Seller’s rights and obligations hereunder.

4. Price

The price of the goods or services includes all applicable federal, state, and local taxes, duties, and fees, unless otherwise provided in this Order. Seller warrants that the prices, terms, warranties, and benefits contained in this Order are comparable to those offered to any other of Seller’s customers. Buyer shall receive the benefit prospectively, or retrospectively, if Seller offers any good or service included in this Order to any other customer at a lower price, more favorable terms, more favorable warranties, or more favorable benefits up to one year after completion of this Order.

5. Certification of Independent Price Determination

In connection with this Order, Seller certifies that the proposed prices were reached independently, without consultation, communication, or agreement with any third party for restricting competition, and that the prices quoted have not been, nor will be, knowingly disclosed, directly or indirectly, by Seller, to any other offeror or competitor prior to Order award.

6. Disclosure and Protection of Information

a. Information provided by Buyer to Seller remains the property of Buyer. For purposes of this clause “information” means all written, visual, and oral information and/or communications; data in any form, including, but not limited to oral, written, graphic, or electromagnetic forms; custom work product; embedded software and other technical information and specifications; designs; and drawings provided under this Order

b. In accordance with DFARS 252.204-7000, Seller shall not disclose information concerning work under this Order to any third party, unless such disclosure is necessary for the performance of the effort. No news release, public announcement, denial or confirmation of any part of the subject matter of this Order shall be made without prior written consent of Buyer. The restrictions in this paragraph shall continue in effect upon completion or termination of this Order for such period of time as may be mutually agreed upon in writing by the parties. In the absence of a written established period, no disclosure is authorized. Failure to comply with the provisions of this Clause may be cause for termination of this Order.

c. The provisions set forth above are in addition to and do not alter, change, or supersede any obligation contained in a proprietary information agreement between the parties.

d. Unclassified Controlled DoD Information shall be governed by DFARS 252.204-7012 as applicable this Order.


7. Drawings

Unless otherwise agreed to in writing, any drawings, plans, specifications, tools, and other goods supplied by Purchaser in connection with the production of the goods being purchased shall remain the property of Purchaser and shall be returned upon demand or completion of this Purchase Order. Supplier shall keep such property safe and in good condition, and shall not use it except in connection with sales to Purchaser.

8. Export Control Compliance

a. The Seller shall comply with all export and import laws, regulations, decrees, orders, and policies of the United States Government and the Government of any country in which the Parties conduct business pursuant to this Order, including but not limited to the Export Administration Regulations (“EAR”) of the U.S. Department of Commerce, and the International Traffic in Arms Regulations (“ITAR”) of the U.S. Department of State (collectively “Trade Control Laws”).

b. Seller shall control the disclosure of, and access to, controlled items or technical data provided by Buyer related to the performance of this Order in compliance with all applicable Trade Control Laws. Seller shall not transfer (to include transfer to foreign persons employed by Seller, associated with Seller, under contract to Seller, Seller’s supplier or Seller’s subsidiaries) any export controlled item, data or services, without providing advance notice to Buyer and obtaining the requisite export and/or import authority.

c. Subject to applicable Trade Control Laws, Seller shall provide Buyer with the export control classification of any commodity or technology including software.

d. Sellers represents that it maintains effective export/import control compliance program in accordance with all applicable Trade Control Laws. A copy of process control documents and other documents reasonably requested by Buyer related to Seller’s compliance with applicable Trade Control Laws shall be made available to Buyer upon request.

e. Sellers shall promptly notify Buyer if Seller is or becomes listed in any Denied Parties List or if Seller’s export privileges are otherwise denied, suspended or revoked in whole or in part by any Governmental entity.

f. Seller shall timely inform Buyer of any actual or alleged violations of any applicable Trade Control Laws, including any suits, actions, proceedings, notices, citations, inquiries, or other communications from any government agency concerning any actual or alleged violations in Sellers’s performance under this Order and shall comply with all reasonable requests from Buyer for information regarding such violations.

9. Schedule

Delay Seller shall strictly adhere to the shipment or delivery schedules specified in the Order. In the event of any anticipated or actual delay, including but not limited to delays attributed to labor disputes, Seller shall:

(i) promptly notify Buyer in writing of the reasons for the delay and the actions being taken to overcome or minimize the delay;

(ii) provide Buyer with a written recovery schedule; and

(iii) if requested by Buyer, ship via air or other expedited routing, at no additional cost to Buyer, to avoid or minimize delay to the maximum extent possible.

10. Packing/Shipping

Seller shall be responsible for safe packing in conformity with the carrier’s tariff. Seller must number all packages within a shipment with the corresponding numbers shown on the invoice. Seller shall include a packing list bearing the Order number, quantity, description of items shipped, and any other information called for in the Order. One copy of the packing list shall be forwarded to Buyer, and one copy shall be included in Seller’s invoice. No extra charge for packing will be paid unless specifically authorized by the Buyer. For goods purchased F.O.B. Destination (as “F.O.B. the place of destination” is described in the Uniform Commercial Code Section 2-319) Seller shall bear the expense of transport of, and risk of loss or damage to, the goods to the named place.

11. Invoices

Invoices are to be submitted to Invariant Attn: Accounts Payable, 4800 Whitesburg Drive SE #30-353 Huntsville, AL or emailed in PDF format to To be honored, Seller’s invoice must include Buyer’s Order Number, deliverable description, and quantity and price identical to the Order. Payment will be figured from date the deliverable is accepted by Buyer or date an acceptable invoice is received by Buyer, whichever is later.

12. Intellectual Property

It is recognized and agreed that for efforts originating under Government Contracts, the Parties may be required to and shall grant licenses or other rights to the Government to inventions, data, and information under such provisions that may be contained in the Government prime contract. Nothing herein is intended to, nor shall it limit or remove, any such Governmental rights.


13. Tools, Materials, and Information

It is recognized and agreed that for efforts originating under Government Contracts, the Parties may be required to and shall grant licenses or other rights to the Government to inventions, data, and information under such provisions that may be contained in the Government prime contract. Nothing herein is intended to, nor shall it limit or remove, any such Governmental rights.

14. Equipment Modification/Enhancements

Upon approval of equipment configuration by Buyer, if applicable hereto, Seller shall make no modifications, revisions or changes affecting form, fit, or function of the goods without written consent of Buyer.


15. Property

All drawings, tools, jigs, dies, fixtures, materials, and other property supplied or paid for by Buyer shall be and remain the property of Buyer and shall be returned to Buyer upon Buyer’s request. All such items shall be used only in the performance of work under this Purchase Order unless Buyer consents otherwise in writing. Goods made in accordance with Buyer’s specifications and drawings shall not be furnished or quoted by Seller to any other person or concern without Buyer’s prior written consent. Seller shall have the obligation to maintain any and all property furnished by Buyer to Seller and all property to which Buyer acquires an interest by this Purchase Order and shall be responsible for all loss or damage to said property except for normal wear and tear. Seller shall

  1. within two (2) working days, report to Buyer the loss, theft, damage, destruction of any such property, or if any such property is found to be malfunctioning or otherwise unsuitable for use and

  2. determine and report the root cause and all pertinent facts as soon as they become known, and corrective action taken to prevent recurrence, at no additional cost to Buyer. Upon request, Seller shall provide Buyer with adequate proof of insurance against such risk of loss or damage. Seller shall clearly mark, maintain in inventory, and keep segregated or identifiable all of Buyer’s property.

All Government Furnished Property shall be managed, stored and utilized in accordance with the applicable Government regulations.


16. Leased Equipment Support

Seller agrees to maintain, in good working Order, any leased equipment supplied here. Seller also agrees to furnish, when ordered by Buyer, ay necessary supporting service for the leased equipment supplied. This includes, but is not limited to, spare parts, hardware and software maintenance services, equipment modifications, or update bulletins, for the normal useful life of such equipment. This clause shall apply when such support services are necessary and applicable to the equipment furnished.


17. Responsibility and Insurance

Seller shall maintain, and cause its subcontractors to maintain, the insurance coverages that are specified in this Order, or if none are specified, the following minimum insurance coverage and limits will apply: Statutory Workers’ Compensation coverage and Employer’s Liability with a limit of $500,000; Commercial General Liability (including bodily injury and property damage, products/completed operations coverage and contractual liability coverage) with a limit of $1,000,000 per occurrence. When applicable to Seller’s performance on this Order, Seller shall also maintain, and cause its subcontractors to maintain, (i) automobile Liability coverage with a limit of $1,000,000 per accident, and (ii) Professional Liability covering the services provided by Seller under this Order. Upon Buyer’s request, Seller shall provide Buyer with certificates of insurance evidencing such coverage.


18. Performance on Buyer’s or Buyer’s Customer’s Premises

When the Order requires Seller to perform work on Buyer’s or Buyer’s customer’s premises, the following shall be adhered to:

a. The Seller shall make all necessary precautions to prevent any injury to persons or damage to property during the progress of such work. The Seller agrees to indemnify Buyer against all loss or liability resulting from any act or omission by Seller, its employees, agents, or subcontractors.

b. The use of a non U.S. Citizen is prohibited without specific consent from Buyer. In addition, background checks such as those performed by employers during the hiring process [e.g., citizenship, personal identification (Social Security Number), criminal and credit] shall be performed by the Seller. Verification of these checks must be provided upon request.


19. Seller Contacts with Buyer’s Customer and Other Vendors

Buyer shall be responsible for all liaison and communications with Buyer’s customer and Buyer’s other vendors for this Order. Seller shall not communicate with Buyer’s customers or Buyer’s other vendors regarding this Order, unless otherwise authorized in writing by Buyer. Notwithstanding the foregoing, nothing herein shall restrict the Government’s rights to contract directly with a party to this Agreement.


20. Inspection/Acceptance

Inspection and acceptance of all items purchased and delivered will be at destination, unless otherwise provided on the face of this Order, and will take place within a reasonable time (not less than thirty days) of delivery by Buyer or Buyer’s customer.  Acceptance occurs after Buyer signifies to Seller that it has accepted the goods or services. Acceptance does not of itself impair any other legal or equitable remedy for non-conformity. Acceptance may be revoked if it was made with the reasonable assumption that any non-conformity would be cured, the non-conformity was difficult to discover before acceptance, or is otherwise permitted by law or equity. Revocation of acceptance is equivalent to rejection.


21. Warranties/Remedies for Goods

Seller warrants to Buyer and Buyer’s customers for one (1) year after delivery that (1) the prices charged for the goods pursuant hereto shall be no higher than Seller’s current prices to any other customer for the same quality and quantity of such goods; (2) that all goods delivered pursuant hereto will be new, unless otherwise specified, and free from defects in material and workmanship; (3) that all goods will conform to applicable specifications, drawings, and standards of quality and performance,

and will be free from defects in design and suitable for their intended purpose; (4) that the goods covered by this Order are fit and safe for consumer use, if so intended. All representations and warranties of Seller together with its service warranties and guarantees, if any, shall run to Buyer and Buyer’s customers. The foregoing warranties shall survive any delivery, inspection, acceptance, or payment by Buyer. If any of the goods are found at any time to be defective in material or workmanship, or otherwise not in conformity with the requirements of this Order, Buyer (in addition to any other rights which it may have at law or otherwise) may at its option (1) require Seller to promptly repair or replace the nonconforming goods, or (2) reject and be reimbursed the purchase price for such goods by Seller. If Seller fails to promptly replace or correct such goods or services or to remove such rejected goods, Buyer may at its option (1) by contract or otherwise replace or correct such goods (either by self-producing or by contracting with a third party) and charge to Seller the cost thereof, or (2) terminate this contract for default; in either event Buyer may charge Seller the costs of damages incurred by Buyer. Unless Seller corrects or replaces such goods within the delivery schedule, Buyer may require the delivery of such goods at a reduction in price that is equitable under the circumstances. To defray the cost of shipping and handling, a service charge on rejected goods may be billed to Seller.


22. Warranties/Remedies for Services

Seller warrants to Buyer and Buyer’s customers for one (1) year after delivery that (1) the rates charged for the services purchased pursuant hereto shall be no higher than Seller’s current rates to any other customer for the same quality and quantity of such services; and (2) that all services will conform to applicable standards of quality and performance in the industry. All representations and warranties of Seller together with its service warranties and guarantees, if any, shall run to Buyer and Buyer’s customers. The foregoing warranties shall survive any delivery, inspection, acceptance, or payment by Buyer.

If any of the services are found at any time to be defective in quality and performance, or otherwise not in conformity with the requirements of this Order, Buyer (in addition to any other rights which it may have at law or otherwise) may at its option (1) require Seller to promptly re-perform such nonconforming services, or (2) reject and be reimbursed the purchase price for such nonconforming services. If Seller fails to promptly re-perform such services, Buyer may at its option (1) by contract or otherwise perform or have performed such services (either by self-performing or by contracting with a third party) and charge to Seller the cost thereof, or (2) terminate this contract for default; in either event Buyer may charge Seller the costs of damages incurred by Buyer. Unless Seller re-performs such services within the delivery schedule, Buyer may require the delivery of such services at a reduction in price that is equitable under the circumstances.


23. Indemnification

In the event any item purchased and delivered under this Order shall be defective in any respect whatsoever:

a. Seller shall indemnify, defend and hold Buyer and Buyer’s customers harmless from and against any and all damages, losses, liabilities and expenses (including reasonable attorneys’ fees) arising out of or relating to any claims, causes of action, lawsuits or other proceedings, regardless of legal theory, that result, in whole or in part, from Seller’s (or any of Seller’s subcontractors, suppliers, employees, agents or representatives): (1) intentional misconduct, negligence or fraud; or (2) breach of any representation, warranty or covenant made herein.

b. Buyer shall promptly notify Seller of any claim against Buyer that is covered by this indemnification provision and shall authorize representatives of Seller to settle or defend any such claim or suit and to represent Buyer in, or to take charge of, any litigation in connection therewith.


24. Infringement Indemnity.

a. In lieu of any warranty by Buyer or Seller against infringement, statutory or otherwise, it is agreed that Seller shall defend, at its expense, any suit against Buyer or its customers based on a claim that any goods or services furnished under this Order or the normal use or sale thereof infringes any U.S. Letters, patent or copyright, and shall pay all costs and damages finally awarded in any such suit, provided that Seller is notified in writing of the suit and given authority, information, and assistance at Seller’s expense for the defense of same. If the use or sale of said good or service is enjoined as a result of such suit, Seller, at no expense to Buyer, shall obtain for Buyer and its customers the right to use and sell said good or service or shall substitute an equivalent item acceptable to Buyer and extend this patent indemnity thereto.

b. Notwithstanding the foregoing paragraph, when this Order is performed under the Authorization and Consent of the U.S. Government to infringe U.S. Patents as noted in FAR 52.227-1, Seller’s liability for infringement of such Patents in such performance shall be limited to the extent of the obligation of Buyer to indemnify the U.S. Government.


25. Termination for Default

a. The Buyer may, by written notice of default to the Seller, terminate the whole or any part of this Order in anyone of the following circumstances: (1) if Seller fails to make progress in the work so as to endanger performance; or (2) if Seller fails to perform any of the other provisions of this Order in accordance with its terms, and in either of these two circumstances does not cure such failure within a period of 10 days (or such longer period as Buyer may authorize in writing) after receipt of notice from the Buyer specifying such failure; or (3) Seller becomes insolvent or the subject of proceedings under any law relating to bankruptcy or the relief of debtors or admits in writing its inability to pay its debts when they become due.

b. If this Order is so terminated, Seller shall submit a final termination settlement proposal to the Buyer. The Seller shall submit the proposal promptly, but no later than six (6) months from the effective date of the termination. If Seller fails to submit the proposal within the time allowed, the Buyer may determine the amount if any, due the Seller because of the termination. The amount will be determined in accordance with FAR Clause 52.249-6, et seq. Seller shall transfer title and deliver to Buyer, in the manner and to the extent requested in writing by Buyer at or after termination such completed goods, partially completed goods and materials, parts, tools, dies, patterns, jigs, fixtures, plans, drawings, information and contract rights as Seller has produced or acquired for the performance of the terminated part of this Order. Buyer will pay Seller the contract price for completed good and services delivered to and accepted by Buyer and the fair value of the other property of Seller so requested and delivered.

c. As an alternate remedy, and in lieu of termination for default, Buyer, in its sole discretion, may elect to extend the contract delivery schedule, and/or to waive other deficiencies in Seller’s performance, in which case an equitable reduction in the Order price shall be negotiated.

d. Seller shall continue performance of this Order to the extent not terminated. Buyer shall have no obligations to Seller with respect to the terminated part of this Order except as herein provided.

e. The rights and remedies of the Buyer provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by this Order or by law or equity. Failure of Buyer to insist on strict performance shall not constitute a waiver of any of the provisions of this Order or waiver of any other default of Seller.

f. Force Majeure: Seller shall not be liable for damages resulting from default due to causes beyond the Seller’s control and without Seller’s fault or negligence in accordance with FAR Clause 52.249-14 “Excusable Delays” provided however, that if Seller’s default is caused by the default of a subcontractor or supplier, such default must arise out of causes beyond the control of both Seller and subcontractor or supplier, and without the fault or negligence of either of them and, provided further, the supplies or services to be furnished by the subcontractor or supplier were not obtainable from other sources.


26. Termination for Convenience

For Buyer’s own best interest, Buyer reserves the right to terminate this Order for Convenience, in whole or in part, by providing written notice of such termination to Seller. If the Order is so terminated, the parties’ duties and obligations, including Seller’s compensation, shall be equitably negotiated between Buyer and Seller; if the parties are unable to reach an agreement, then the matter shall be a Dispute and resolved in accordance therewith. If the terminated Order is solely for services, Buyer shall be liable only for payment for services performed through the effective date of termination.


27. Stop-Work Order

Buyer may, at any time, by written notice to Seller, require Seller to stop all or part of the work or delivery of supplies called for by this Order for a period of up to 90 days and for any additional agreed period (“Time Period”). Upon receiving such notice, Seller shall immediately comply with its term and take all reasonable steps to avoid incurring any additional costs associated with the stopped work during the Time Period. Buyer will, prior to the end of the Time Period, either cancel the Stop Work Order or terminate this Order in whole or in part as permitted by this Order. If a Stop Work Order is issued, Buyer shall modify the delivery schedule and/or price in this Order as Buyer deems equitable under the circumstances, provided Seller requests such change within 15 days of the end of the Time Period.


28. Compliance with Law

Seller shall comply with all applicable Federal, State, County and Municipal laws or ordinances which in any manner affect the work to be performed by this Order. Seller shall require all of its representatives, agents and employees to observe and comply with said laws and ordinances and shall indemnify and hold Buyer harmless for all claims, damages and expenses arising from or based on the violation of any such law or ordinance by Seller or its representatives, agents or employees.


29. Assignments

Except as herein otherwise expressly provided, neither this Order nor any interest hereunder nor any sums becoming due to the Seller by reason hereof shall be assignable by the Seller without the prior written consent of the Buyer, provided, however, that claims for money due or to become due to the Seller from the Buyer arising out of this Order may, with written notice to the Buyer, be assigned to a bank, trust company, or other financial institution, including any federal lending agency.


30. Interpretation of Order- Notice of Ambiguities

This Order and any and all identified writings or documents incorporated by reference herein or physically attached hereto constitute the parties’ complete agreement. No other prior or contemporaneous agreements either written or oral shall be considered to change, modify, or contradict said Order. Any ambiguity in the Order will not be strictly construed against the Buyer but will be resolved by applying the most reasonable interpretation under the circumstances, giving full consideration to the intentions of the parties at the time of contracting. It is the obligation of the Seller to exercise due diligence to discover and to bring to the attention of the Buyer at the earliest possible time any ambiguities, discrepancies, inconsistencies, or conflicts in or between the specifications and the applicable drawings or other documents incorporated by reference here. Failure to comply with such obligation shall be deemed a waiver and release of any and all claims for extra costs or delays arising out of such ambiguities, discrepancies, inconsistencies, or conflicts.


31. Applicable Law (Jurisdiction)

The validity, construction, and interpretation of this Order, and the rights and duties of the parties to this transaction, shall be governed by the laws of the State of Alabama. The courts located in the State of Alabama shall have exclusive jurisdiction of all matters arising under this Order, and each party hereby consents to the jurisdiction of such courts. The invalidity of one provision of this Order shall not affect the validity of any other provision. To the extent that the laws, rules, and regulations for U.S. Government procurement apply, then the laws commonly referred to as U.S. Government contract law shall apply.


32. Disputes

Any dispute shall be determined in the following manner.

a. Buyer and Seller agree to enter into negotiations to resolve any dispute. Both parties agree to negotiate in good faith to reach a mutually agreeable settlement within a reasonable amount of time, not to exceed thirty (30) days.

b. If negotiation is unsuccessful, Buyer and Seller agree to enter into binding Arbitration pursuant to and governed by the American Arbitration Association (AAA) Commercial Arbitration Rules (most recent edition). The Arbitration shall take place in Madison County, Alabama. The Arbitrator shall be bound to follow the applicable Order provisions and Alabama law in adjudicating the dispute. It is agreed by both parties that the Arbitrator’s decision is final, and that no party may take any action, judicial or administrative, to overturn this decision. The judgment rendered by the Arbitrator may be entered in any court having jurisdiction thereof.

c. Pending any decision, appeal or judgment referred to in this provision or the settlement of any dispute arising under this Order, Seller shall proceed diligently with the performance of this Order.

If this Order is pursuant to a U.S. Government contract, Seller shall not acquire any direct claim or direct course of action against the U.S. Government except as expressly set forth herein and with the Government Contracting Officer’s express consent.


33. Retention of Records

Unless a longer period is specified in this Order or by law or regulation, Seller shall retain all records related to this Contract for four (4) years from the date of final payment received by Seller. Records related to this Order include, but are not limited to, financial, proposal, procurement, specifications, production, inspection, test, quality, shipping and export, and certification records. At no additional cost, Seller shall timely provide access to such records to the U.S. Government and/or Buyer upon request.


34. Order of Precedence

The Order of precedence of the documents applicable to this Order shall be as follows:

a. Applicable FAR/DFARS Clauses

b. Purchase Order Form

c. Purchase Order Terms and Conditions

d. Statement of Work

e. Technical Specifications

f. Other documents appended to the Order

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