Attachment A- Terms-Conditions-Purchase-Order-Commercial-Products-Services-.30.2026

Terms & Conditions
Purchase Order Commercial Products & Services
Under the Simplified Acquisition Threshold

1. DEFINITIONS

Unless otherwise indicated, the following terms shall have the meanings below: (a) Government means the United States of America and includes the U.S. Department of Energy (DOE) or any duly authorized representative thereof.
(b) Company means UT-Battelle, LLC, acting under Contract No. DE-AC05-00OR22725 with DOE. (c) Seller means the person or organization that has entered into this Agreement with Company. (d) Agreement means Purchase Order, Subcontract, Price Agreement or any supplement and/or modification thereof. (e) Procurement Officer means Company’s cognizant Contracts Division representative. (f) Product means “commercial product” and “commercial component” as defined in FAR 2.101.

2. RESOLUTION OF DISPUTES

The parties agree that substantive issues presented for mediation, arbitration, dispute, claim, litigation, or other effort at resolution shall be determined in accordance with Federal law. To the extent there is no Federal law, Tennessee state law shall apply. There shall be no interruption in the performance of the work, and Seller shall proceed diligently with the performance of this Agreement pending final resolution of any dispute arising under this Agreement between the parties hereto or between Seller and its lower-tier subcontractors.

2.1 ORDER OF PRECEDENCE

Any inconsistencies between sections of the Agreement shall be resolved in accordance with the following descending order of precedence: (a) Task Order (If applicable); (b) Purchase Order; (c) Special Provisions; (d) Statement of Work; (e) General Provisions – Terms and Conditions; (f) Attachments; and (g) UT-Battelle Prime Supplemental Flowdown Document.

3. ACKNOWLEGEMENT/ENTIRE AGREEMENT

These terms and the terms on the face of the Purchase Order constitute the entire agreement between the parties and no other additional or conflicting terms submitted by Seller shall be deemed a part hereof unless accepted in writing by the Company’s Procurement Officer. Seller’s commencement of performance shall constitute acceptance of these terms and conditions without modification. Any change, amendment or modification must be in writing and executed by Company’s Procurement Officer.

4. COMMUNICATION AND PRIVITY OF CONTRACT WITH GOVERNMENT

Seller does not have any privity with the Government. Seller shall not communicate with Company’s customer or higher tier customer in connection with