Definitions –

  • “Buyer” means ThunderCat Technology.
  • “Purchase Order” means this instrument of contracting, including the general terms and conditions of purchase referenced herein and all referenced supplements, documents, exhibits, attachments, and any other agreements incorporated by reference within this purchase order.
  • “Seller” means the party identified on the face of the purchase order that is contracting with the buyer

Invoicing – The TCAT purchase order number and the applicable customer PO number must appear on all invoices and correspondence. Invoicing over the PO total amount is not allowed under any circumstances.  Invoices pertaining to services must have timesheets attached as supporting documentation. Invoices not complying with requirements will be rejected and may delay payment.

Interest charges referenced on an invoice will not be accepted for invoices not sent directly to Accounts Payable and supported by a valid purchase order number.

An original invoice may be submitted electronically to: accounts.receivable@thundercattech.com

Payment – Unless otherwise provided, terms of payment shall be as indicated on the purchase order ‘Terms’ box. Buyer shall pay Seller, upon submission of a properly payable invoice, the prices stipulated in the Purchase Order for Goods delivered and accepted or Services rendered and accepted, less any deductions provided. If a pricing discrepancy results when comparing the invoice amount to Buyer’s Order amount or Goods or Services received, processing of the invoice may be delayed.

DPAS Rating – If there is a priority rating on this Purchase Order, then in accordance with FAR 52.211-15 this is a rated order certified for national defense, emergency preparedness, and program use, and Seller shall follow all requirements of the Defense Priorities and Allocations System (DPAS) regulation (15 CFR 700). By acceptance of this PO, you agree to process this order in accordance with the above criteria. Seller’s performance or delivery under this Purchase Order further constitutes Seller’s acknowledgement of, and agreement to, the DPAS regulation.

Compliance with Laws – Vendor shall comply with all applicable federal, state, and local laws and ordinances and all pertinent lawful orders, rules, and regulations and such compliance shall be a material requirement of this Agreement, as applicable. Flowdown provisions are also to be adhered to:

  • FAR 52.222-50 Combating Trafficking in Persons (Mar 2015)
  • FAR 52.225-13 Restrictions on Certain Foreign Purchases (June 2008)
  • FAR 52.244-6 Subcontracts for Commercial Items (Jan 2025)
  • FAR 52.223-15 Energy Efficiency in Energy Consuming Products (applies when
  • FAR 52.203-19 Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements (Jan 2017)
  • FAR 52.224-1 Privacy Act Notification (Apr 1984), as applicable
  • FAR 52.224-2 Privacy Act (Apr 1984), as applicable
  • FAR 52.204-24 Representation Regarding Certain Telecommunications and Video Surveillance Services or Equipment (Aug 2020)
  • FAR 52.204-25 Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment (AUG 2020)
  • FAR 52.204-26 Covered Telecommunications Equipment or Services-Representation (Dec 2019)
  • FAR 52.211-5 Material Requirements
  • FAR 52.223-99 ENSURING ADEQUATE COVID-19 SAFETY PROTOCOLS FOR FEDERAL CONTRACTORS (OCT 2021)(DEVIATION)
  • FAR 52.204-27 Prohibition on ByteDance Covered Application

Taxes – ThunderCat is tax exempt, exemption form will be provided upon request.

Counterfeit Risk – All material, including material incorporated into the Goods delivered under this Purchase Order must be procured from the original equipment or component manufacturer (OEM/OCM), or the OEM/OCM’s authorized distributor. Independent distributors or brokers are not acceptable suppliers and shall not be used to provide product delivered under this purchase order. Suppliers shall maintain a counterfeit risk mitigation process in accordance with industry recognized standards.

Counterfeit Electronic Parts – Unless Buyer expressly indicates in writing otherwise, Seller certifies that it has an established Counterfeit Electronic Part Detection and Avoidance System satisfying all requirements under Defense Federal Acquisition Regulation Supplement (“DFARS”) clause 252.246-7007.

Refurbished Parts – Supplier certifies that all products provided for on the Purchase Order as new, composed of previously unused components, whether manufactured from virgin material, covered material in the form of raw material , or materials and by-products generated from, and reused within, an original manufacturing process.  All used, refurbished or reconditioned products shall not be accepted and shall be returned and refunded at seller’s expense.  Supplier shall be liable for any expenses incurred for the supply of such prohibited items.

Applicable Law and Disputes – Any dispute over any question of fact or law arising under this Purchase Order shall be governed by the laws of the State of Virginia. Until final resolution of any dispute hereunder, Seller shall diligently proceed with performance of this Purchase Order as directed by Buyer. The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement promptly by negotiation between executives who have authority to settle the controversy and who are at a higher level of management than the persons with direct responsibility for administration of this Agreement. Any disputes under this Purchase Order that are not disposed of by mutual agreement of the Parties shall be resolved solely by arbitration.

Commercial Customer Insolvency. – Commercial customer insolvency shall mean: (i) the liquidation or insolvency of the commercial customer, (ii) the appointment of a trustee, receiver or similar officer for the commercial customer, (iii) an assignment by the commercial customer for the benefit of all or substantially all of its creditors, (iv) entry by the commercial customer into an agreement for the composition, extension, or readjustment of all or substantially all of its obligations, excluding such agreements that do not have a substantial negative impact in the financial stability of the commercial customer entering into such agreement, or (v) the filing of a meritorious petition in bankruptcy by or against the commercial customer under any bankruptcy or debtors’ law for its relief or reorganization. To the extent that this transaction pertains to a commercial end user customer that becomes insolvent, with unpaid amounts due and owing to ThunderCat for Vendor’s goods and/or services, the Parties agree that ThunderCat shall have no obligation to pay Vendor any unpaid amounts owed to ThunderCat and Vendor unless and until first paid by the commercial customer. OTHER THAN THUNDERCAT’S AGREEMENT TO COOPERATE AND TAKE REASONABLE AND APPROPRIATE STEPS TO PROTECT VENDOR’S INTERESTS IN ANY PROCEEDINGS IN CONNECTION WITH A COMMERCIAL CUSTOMER’S INSOLVENCY, THE PARTIES AGREE THAT THUNDERCAT SHALL, EXCEPT AS EXPRESSLY STATED OTHERWISE HEREIN, HAVE NO LIABILITY FOR DAMAGES OR INDEMNIFICATION OF ANY NATURE, WHETHER BY WAY OF LOSS OF REVENUE, FUTURE PROFITS, EXPENDITURES, OR OTHER COMMITMENTS IN CONNECTION WITH A COMMERCIAL CUSTOMER’S INSOLVENCY. VENDOR EXPRESSLY WAIVES AND RENOUNCES ANY CLAIM TO COMPENSATION OR INDEMNITIES FROM THUNDERCAT TO THE EXTENT THUNDERCAT IS UNABLE TO COLLECT UNPAID AMOUNTS FROM THE INSOLVENT COMMERCIAL CUSTOMER.

Debarment or Suspension – By accepting this Purchase Order, Seller represents and warrants that as of the Order Date above, it or its principals are not currently debarred, suspended, or proposed for debarment or suspension by the Federal Government or any state agency.

Preferred, but not required: As part of ThunderCat’s Corporate Compliance, the following certifications are preferred, but not required of our business partners: ISO/IEC 20243-1:2018 (O-TTPS), ISO 9001:2015, ISO 28000:2022, and ISO 14001:2015. If the organization does not hold a certification themselves, we encourage that they follow best practices for supply chain security, quality assurance, and environmental sustainability. More information from OTTPS can be found on O-TTPS Website: o-ttps-home | O-TTPS Certification Program (opengroup.org).

Acceptance of Terms and Conditions – Seller’s performance or delivery under this Purchase Order constitutes acceptance of these terms and conditions and acknowledgement that the Seller received, reviewed and agrees to all terms and conditions. Seller terms and conditions shall not apply to this Purchase Order unless separately agreed to in writing by ThunderCat (“Buyer”).