Freddie Mac Standard Terms and Conditions
The following terms and conditions govern Seller’s provision of goods (“Goods”) and performance of services (“Services”) under this Purchase Order.
1. Goods and Services.
Seller will provide Goods and perform Services described in this Purchase Order in accordance with these terms and conditions. This Purchase Order becomes a contract upon the earliest of: (a) Freddie Mac’s receipt of Seller’s signed acknowledgement; (b) Seller’s shipment of Goods; (c) Seller’s commencement of Services; or (d) Freddie Mac’s written acceptance of a price, performance or delivery schedule or substitute Goods and Services as described in Seller’s written acknowledgment of this Purchase Order. For purposes of this Purchase Order, Goods will include not only tangible products and Deliverables per Section 5 (Title; Risk of Loss or Damage; Deliverables) below, but also software.
2. Prices; Taxes.
Prices for Goods include all charges for Seller’s packing, crating and transportation to Freddie Mac’s destination indicated herein. Seller represents that the prices specified herein are as low as any net prices quoted by Seller to any other customer for like goods and services. Freddie Mac is exempt from all taxes levied by any state, county, municipality or local taxing authority (other than certain real property taxes). Freddie Mac will not pay and Seller will not collect such taxes from Freddie Mac.
3. Packaging/Shipping.
Seller will suitably ship and pack all Goods to prevent damage, to meet the carrier’s requirements, and to comply with exact quantities ordered, exact items if identified by a manufacturer's name, trade name, catalog number or reference and any additional instructions in this Purchase Order. Seller will pay expenses incurred in handling due to failure to comply with these terms. Seller will reference the number of this Purchase Order on all related invoices, bills of lading, packing slips, cartons and correspondence. Freddie Mac will not be liable for payment for any Purchase Orders fulfilled or shipped incorrectly due to such discrep¬ancies. Software must conform in all material respects to the Seller’s docu¬mentation and specifications for such software at the time of delivery. Where applicable, bills of lading showing carrier and date of shipment will be attached to invoices. Detailed packing slips will accompany all shipments. Delivery of software will be made by electronic delivery, with such delivery to be deemed to have occurred on the date only after (a) Freddie Mac has been granted electronic access to the software; and (b) Freddie Mac has received passwords or other permissions necessary to ac-cess and use the software, if applicable.
4. Acceptance; Waiver.
Freddie Mac will have a reasonable time after receipt of Goods and Services and before payment to inspect and test them for conformity. Neither Freddie Mac’s payment for Goods or Services, inspection of Goods, use of Goods for testing nor continued use of Goods will constitute acceptance or a waiver of any of Freddie Mac’s rights or remedies, or of Seller’s warranties.
5. Title; Risk of Loss or Damage; Deliverables.
Seller assumes all risk of loss until Freddie Mac’s receipt of Goods, or, in the event Goods are to be installed by or on behalf of Seller, until completion of installation and testing. Title to Goods will pass to Freddie Mac upon Freddie Mac’s receipt. If Goods are destroyed or damaged prior to title passing to Freddie Mac, Freddie Mac may cancel this Purchase Order or require prompt delivery of substitute Goods of equal quantity and quality. All right, title, and interest worldwide in any reports, work product or deliverable provided to Freddie Mac by Seller (“Deliverables”) will belong exclusively to Freddie Mac and, to the fullest extent permissible under applicable law, will be deemed a “work made for hire.” Seller hereby assigns to Freddie Mac all of Seller’s right, title and interest in and to all Deliverables and any intellectual property rights related thereto, including any “moral rights.” Freddie Mac will have the right to obtain and hold, free from any claim or retention of rights, any copyrights, patents or other protection Freddie Mac may deem appropriate for such deliverables and intellectual property. Seller will provide all assistance reasonably requested to perfect the foregoing rights, including executing assignments appropriate to vest such rights in Freddie Mac and its successors and assigns and to enable Freddie Mac to obtain such protection for such Deliverables and intellectual property as Freddie Mac deems advisable.
6. Location of Services and Freddie Mac Information.
Except where Seller has obtained Freddie Mac’s prior written approval, Seller will not provide Services from, or store, Freddie Mac Information in facilities outside the United States, or provide any Services using any individual who is physically located outside the United States. “Freddie Mac Information” means any information disclosed to Seller (or to one or more third parties at Seller’s request) by or on behalf of Freddie Mac in connection with or as a result of this Purchase Order, whether delivered orally or in writing (including in electronic form) or observed by Seller and whether or not it is specifically marked or designated confidential. Freddie Mac Information also includes the terms of this Purchase Order and any material prepared based on or derived from Freddie Mac Information, such as Deliverables or metadata, as well as any “Confidential Supervisory Information” as defined under the provisions of 12 C.F.R. Part 1214.
7. Warranties.
(a) Goods. Seller represents and warrants: that all Goods are new, are not used or refurbished, are free from defects in materials and workmanship, and conform to all applicable specifications; and that it will convey to Freddie Mac good title to Goods, free from all claims, liens and encumbrances. Additionally, Goods will be subject to all written and oral express warranties made by Seller’s agents, and those provided in the Virginia Commercial Code. If any Goods do not comply with any of these warranties, Freddie Mac will have the right to reject the Goods and to cancel this Purchase Order, as set forth in Section 8 (Cancellation for Cause; Time is of the Essence), without prejudice to any right to recover damages for such breach or to any other rights arising therefrom, or to retain the Goods and recover damages from Seller for breach of warranty. Any Goods that consist of software, data or files will: (A) be provided in a medium that is free from defects in materials and workmanship and (B) be free, when delivered to Freddie Mac, of any information, code or command that is designed to or may (1) cause damage to any Goods or to any Freddie Mac Systems, including computer “viruses,” “time bombs,” “worms,” or “spyware”; (2) enable unauthorized access to or monitoring of any Goods or Freddie Mac Systems, including “trap doors”; or (3) allow Seller or others to disable or otherwise prevent Freddie Mac’s continued use of any Goods or of any Freddie Mac Systems (“Malicious Code”). “Freddie Mac Systems” means any computer hardware or software owned, leased or licensed by or on behalf of Freddie Mac or operated by or on behalf of Freddie Mac. (b) Services. Seller represents and warrants: that Services will be performed in a highly professional, workmanlike manner, with the degree of skill and care that is required by current, good and sound professional procedures; that Services will be completed on time and in accordance with applicable specifications and will be correct and appropriate for the purposes contemplated in this Purchase Order; and that the performance of Services will not conflict with, or be prohibited in any way by, any other agreement or statutory restriction. (c) Infringement. Seller represents and warrants: that Goods and Services will not violate or infringe any patent, trademark, service mark, trade secret, copyright or other proprietary right of any third party; that Goods and Services will not contain libelous matter or violate the privacy or publicity rights of any person; and that Freddie Mac’s proposed use of Goods and Services will not violate any such rights or any applicable law or regulation.
8. Cancellation for Cause; Time is of the Essence.
Freddie Mac reserves the right to cancel this Purchase Order, in whole or in part, upon written notice to Seller if: in Freddie Mac’s judgment, Seller fails to proceed expeditiously with delivery or performance; Goods or Services fail to conform to any warranties; Seller fails to perform or otherwise breaches this Purchase Order; or an event occurs that has a material adverse impact on Seller’s financial condition. In the event of any such cancellation, Freddie Mac reserves the right, without prejudice to any other rights: (a) to refuse delivery of Goods or performance of Services; (b) to return to Seller any Goods already accepted and recover from Seller all payments made for Goods and freight, storage, handling and other expenses Freddie Mac incurs and to be relieved from liability for any future payment to Seller; (c) to recover any payments to Seller for undelivered or returned Goods or for Services to be performed; and (d) to purchase replacement goods and services elsewhere and charge Seller for any resultant losses. Seller may not replace any returned Goods without Freddie Mac’s written replacement order. Freddie Mac will return nonconforming Goods to Seller freight collect. Risk of loss will pass to Seller upon Freddie Mac’s delivery of Goods to the common carrier.
9. Cancellation, Changes and Suspension without Cause.
Freddie Mac may reschedule any delivery or cancel this Purchase Order at any time prior to shipment of Goods or prior to providing of Services and not be subject to any charges as a result of such rescheduling or cancellation. Freddie Mac may cancel this Purchase Order, in whole or in part, to suspend Seller’s provision of Goods or Services for reasonable periods, or to make changes in specifications or requirements, at any time for any reason in Freddie Mac’s sole discretion, effective immediately upon notice to Seller. Any direct losses or costs to Seller resulting from such cancellations, suspensions or changes will be equitably allocated between Freddie Mac and Seller.
10. Indemnity.
Seller will indemnify and hold Freddie Mac harmless from and against any and all claims, injuries, damages, losses, liabilities, judgments and settlements (including costs and attorneys fees), arising out of or related to any negligent or willful act or omission by Seller or any claimed breach of any of Seller’s representations and warranties. In addition, in the event of an alleged breach of the warranty in Section 7(c), Seller will promptly either: (a) procure for Freddie Mac the right to continue using the affected Goods or Services; or (b) provide Freddie Mac with a functionally equivalent, non-infringing replacement, assist Freddie Mac in transitioning to the replacement, and reimburse Freddie Mac for the costs Freddie Mac incurs in transitioning to the replacement. Seller will have the right to control the defense and any related settlement negotiations (provided that Seller must obtain Freddie Mac’s prior written consent to any settlement, which consent will not be unreasonably withheld). Freddie Mac will reasonably cooperate with Seller, at Seller’s expense, in such defense. Notwithstanding the aforementioned, Freddie Mac may, at its own expense, elect to participate concurrently in the defense.
11. Remedies and Limitation of Liability.
All rights and remedies in this Purchase Order are cumulative and are in addition to, and not in lieu of, all rights and remedies provided at law or in equity. IN NO EVENT WILL FREDDIE MAC BE LIABLE TO SELLER OR ANY THIRD PARTY FOR ANY INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS TRANSACTION, WHETHER OR NOT FREDDIE MAC WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
12. Compensation Acts and Insurance.
Seller accepts exclusive liability for any payroll taxes or contributions imposed by the Federal Social Security Act, Unemployment Compensation Act, Worker’s Compensation Act, or any corresponding laws with respect to individuals whose compensation for service is paid by Seller. Seller will carry, at its expense, complete and comprehensive insurance in the minimum amounts and types as follows: commercial general liability coverage in the minimum amount of $1,000,000 each occurrence and $2,000,000 annual aggregate insuring Seller against liability arising out of or from bodily injury, personal injury, property damage; umbrella liability coverage in the minimum amount of $1,000,000 each claim and annual aggregate; and, if applicable, automobile liability insurance. Upon request, Seller will provide to Freddie Mac certificates evidencing the coverage required under this Section 12.
13. Governing Law; Venue.
This Purchase Order will be construed in accordance with the substantive law of the Commonwealth of Virginia, excluding provisions of Virginia law concerning choice-of-law that would result in the law of any state other than Virginia being applied. However, the Uniform Computer Information Transactions Act (or any substantially similar law) will not apply to this Purchase Order or the performance of it, and instead the law of Virginia as it exists without reference to the Uniform Computer Information Transactions Act will apply. Any claims, actions or proceedings arising out of or related to this Purchase Order will be brought in the United States District Court for the Eastern District of Virginia, Alexandria Division. The parties hereby submit to the personal jurisdiction of said Court and consent to the dismissal of any action that is brought in any other forum.
14. Equal Opportunity in Contracting.
In accordance with 12 CFR § 1223.21(b)(9) - “Promoting diversity and ensuring inclusion in all business and activities” - of FHFA’s regulation on minority and women inclusion, and the Housing and Economic Recovery Act of 2008, 12 U.S.C. § 4520 (“HERA”): (i) Seller will practice the principles of equal employment opportunity and nondiscrimination in all its business activities; (ii) Seller will contractually require each subcontractor Seller engages to provide services or goods to Freddie Mac to practice the principles of equal employment opportunity and nondiscrimination in all its business activities; and (iii) Upon request, Seller will provide Freddie Mac with information and appropriate certifications regarding: (A) the diversity status of Seller; (B) the diversity status of subcontractors Seller engages to provide services or goods to Freddie Mac with respect to this Purchase Order; (C) the amounts Freddie Mac pays to Seller under this Purchase Order; (D) the amounts Seller pays to subcontractors to provide services or goods to Freddie Mac with respect to this Purchase Order; and (E) any other information Freddie Mac requests to comply with HERA and applicable diversity and inclusion regulations.
15. Miscellaneous.
(a) Seller is providing Goods and Services as an independent contractor. (b) A waiver by either party of any provision of this Purchase Order will not be construed as a waiver of any succeeding breach thereof or any other provision of this Purchase Order. (c) If any provision of this Purchase Order is for any reason declared invalid, illegal or unenforceable, such invalidity, illegality or unenforceability will not affect any other provision of this Purchase Order. In such event, the parties will promptly substitute for such provision an enforceable provision that preserves the original intentions of the parties to the maximum extent possible in accordance with applicable law. (d) Without Freddie Mac’s prior written consent, Seller will not disclose to any third party the fact that Seller has contracted to provide Goods to or perform Services for Freddie Mac nor disclose any details connected with this Purchase Order. (e) Notice is deemed sufficient if made by telephone and confirmed in a writing delivered to the individuals named on the front of this Purchase Order within seventy-two (72) hours, in which event notice will be deemed to have been given at the time of the telephone call. (f) Without Freddie Mac’s prior written consent, Seller’s assignment of rights or delegation of duties arising under this Purchase Order is void. (g) All representations and warranties will be binding upon Seller and its successors and assigns and will inure to the benefit of Freddie Mac, its successors and assigns, and all persons to whom Goods may be resold or loaned.
16. Entire Agreement.
This Purchase Order (including any material expressly incorporated by reference) constitutes the entire agreement between the parties and supersedes all proposals or prior agreements, oral or written, and all other communications between the parties relating to the subject matter hereof, except where Freddie Mac and Seller have entered into a written contract for the same Goods or Services that is attached hereto, in which case, the terms of such contract will apply instead. Except as provided in Section 1 (Goods and Services), this Purchase Order may not be added to, modified, superseded or otherwise altered without Freddie Mac’s written consent, and any terms or conditions contained in any communication of Seller (whether in an invoice, shrink-wrap or any other form) that are inconsistent with, or add to, in this Purchase Order, have no force or effect. This Purchase Order may not be modified or amended by electronic means. In connection with this Purchase Order, electronic transmissions, such as email, are not intended to be an electronic signature to, or a record of, a transaction for purposes of the Electronic Signatures in Global and National Commerce Act, the Uniform Electronic Transactions Act or any similar law concerning the validity or enforceability of electronic signatures and records.
Freddie Mac Purchase Order Terms and Conditions 10/30/2023