USP Purchasing Terms & Conditions: Additional Donor Funded Requirements

The terms and conditions set forth herein are applicable to the Purchase Order ("PO") issued by The United States Pharmacopeial Convention ("USP") where USP utilizes donor funds to issue payment to the Supplier. By accepting the Purchase Order, Supplier agrees that it has read, understand, and agrees to be bound by these USP Purchasing Terms & Conditions: Additional Donor Funded Requirements in addition to the USP Purchasing Terms & Conditions.

  1. Ethical Business Practices:  By agreeing to these terms and conditions, Supplier agrees to act in accordance with USP’s Code of Ethics under this Purchase Order (https://www.usp.org/sites/default/files/usp/document/code-of-ethics/usp-code-of-ethics.pdf). Supplier shall (i) fulfill its obligations hereunder in a professional manner, with a degree of skill and judgment that meets the highest international standards of recognized professional firms performing the same or similar services; (ii) not permit any of its employees, officers or agents to participate in the selection, award or administration of any contract supported by USP funds if a conflict of interest is Involved, including, but not limited to, if the employee, officer or agent, any member of his or her extended or immediate family, his/her partner, or an organization which employs or is about to employ any of the parties indicated in this Purchase Order, has a financial or other interest in the entity selected for an award; (iii) make no attempt to obtain confidential information, enter into unlawful agreements with competitors or influence USP during the process of examining, clarifying, evaluating and comparing tenders.
  2. Tax Exemption: USP may be exempt from all direct taxes and customs duties with respect to articles for its official use. In such cases, Supplier authorizes USP to deduct from its invoices any amount representing such taxes or duties improperly charged by Supplier to USP without USP prior consent. Payment of such corrected amounts shall constitute full payment by USP. In the event any taxing authority refuses to recognize USP’s exemption from such taxes, Supplier shall immediately consult with USP to determine a mutually acceptable procedure. 
  3. Anti-Corruption/Anti-Fraud: Supplier shall ensure that it and its directors, officers, employees, partners and contractors do not engage in any corrupt practice (including offering, giving, receiving or soliciting anything of value to influence the actions of any public official or any USP officer or employee) or any fraudulent practice (including misrepresentation of facts in any transaction or report). Supplier represents and warrants that no staff of USP has been, or shall be, offered by Supplier, any direct or indirect benefit arising from this Purchase Order or the award thereof. Supplier agrees that breach of this provision is breach of an essential term of this Purchase Order.
  4. Debarment: Supplier certifies, by submission of this Purchase Order, to the best of its knowledge and belief that it and its principals are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any United States Government federal department or agency and that it shall 
    immediately notify USP should this status change.
  5. Termination: This Purchase Order may be terminated by USP without cause upon thirty (30) days advance written notice to Supplier. USP reserves the right to terminate this Purchase Order at any time it determines that Supplier is failing to meet its Purchase Order obligations, quality standards, timetables, and in the event of Supplier’s breach of the Purchase Order, gross negligence, or malfeasance, including any incidence of fraud or collusion. USP’s decision is final in this matter.
  6. Anti-Sanctioned Groups and Individuals: Supplier is legally responsible for complying with all U.S. Executive Orders and U.S. laws that prohibit transactions with, and the provision of resources and support to, individuals and organizations associated with terrorism [https://www.treasury.gov/resource center/sanctions/Pages/default.aspx] In carrying out activities under this award, except as authorized by a license issued by the Office of Foreign Assets Control (OFAC) of the U.S. Department of Treasury, the recipient will not engage in transactions with, or provide resources or support to, any individual or entity that is subject to sanctions administered by OFAC or the United Nations (UN), including any individual or entity that is included on the Specially Designated Nationals and Blocked Persons List maintained by OFAC (https://www.treasury.gov/resource-center/sanctions/SDN-List/Pages/default.aspx) or on the UN Security Council consolidated list (https://www.un.org/securitycouncil/content/un-sc-consolidated-list). Any violation of the above will be grounds for unilateral termination of the Purchase Order by USP.
  7. Anti-Trafficking: Supplier shall conduct all activities under this Purchase Order in a manner consistent with international laws prohibiting sexual exploitation, trafficking, and other abuse of persons. Supplier certifies that it or its employees are not engaged in (1)  Trafficking in persons (as defined in the UN Protocol to Prevent, Suppress, and Punish Trafficking in Persons, especially Women and Children, supplementing the UN Convention against Transnational Organized Crime) during the period of this award; (2)  Procurement of a commercial sex act during the period of this award; (3)  Use of forced labor in the performance of this award; (4)  Acts that directly support or advance trafficking in persons, including the following acts: (i) Destroying, concealing, confiscating, or otherwise denying an employee access to that employee's identity or immigration documents; (ii) Failing to provide return transportation or pay for return transportation costs to an employee from a country outside the United States to the country from which the employee was recruited upon the end of employment if requested by the employee, unless: a)  exempted from the requirement to provide or pay for such return transportation by USP under this award; or b)  the employee is a victim of human trafficking seeking victim services or legal redress in the country of employment or a witness in a human trafficking enforcement action; (iii) Soliciting a person for the purpose of employment, or offering employment, by means of materially false or fraudulent pretenses, representations, or promises regarding that employment; (iv) Charging employees recruitment fees; or (v) Providing or arranging housing that fails to meet the host country housing and safety standards.
  8. Child Labor: Supplier shall not engage in or support child labor. Any breach of this provision shall entitle USP to terminate this Purchase Order immediately upon notice to Supplier, at no cost to USP.
  9. Drug Trafficking: USP reserves the right to terminate this Purchase Order, to demand a refund, or take other appropriate measures, if Supplier is found to have been convicted of a narcotics offense or to have engaged in drug trafficking as defined in 22 CFR Part 140.
  10. Mandatory Disclosure: Consistent with 2 CFR §200.113, Supplier must disclose, in a timely manner, in writing to the USAID Office of the Inspector General, with a copy to USP, all violations of Federal criminal law involving fraud, bribery, or gratuity violations potentially affecting this Purchase Order. Disclosures must be sent to: U.S. Agency for International Development Office of the Inspector General, P.O. Box 657, Washington, DC 20044-0657, Phone: 1-800-230-6539 or 202-712-1023, Email: ig.hotline@usaid.gov, URL: https://oig.usaid.gov/content/usaid-contractor-reporting-form. Failure to make required disclosures can result in any of the remedies described in 2 CFR §200.338 Remedies for noncompliance, including suspension or debarment (See 2 CFR 180, 2 CFR 780 and 31 U.S.C. 3321).
  11. Whistleblower Protections: Supplier must inform its employees working under this Purchase Order in the predominant native language of the workforce that they are afforded the employee whistleblower rights and protections provided under 41 U.S.C. § 4712.
  12. Prohibition on Certain Confidentiality Agreements:  With respect to any activities under this Purchase Order, the Supplier must not require its employees, subrecipients, or contractors to sign or comply with internal confidentiality agreements or statements that prohibit or otherwise restrict employees, subrecipients, or contractors from lawfully reporting waste, fraud, or abuse related to the performance of a Federal award to a designated investigative or law enforcement representative of a Federal department or agency authorized to receive such information (for example, the Agency Office of the Inspector General).
  13. Nondiscrimination Against Beneficiaries: USP policy requires that the Supplier not discriminate against any beneficiaries in implementation of this Purchase Order, such as, but not limited to, by withholding, adversely impacting, or denying equitable access to the benefits provided through this Purchase Order on the basis of any factor not expressly stated. This includes, for example, race, color, religion, sex (including gender identity, sexual orientation, and pregnancy), national origin, disability, age, genetic information, marital status, parental status, political affiliation, or veteran's status. Nothing in this provision is intended to limit the ability of the recipient to target activities toward the assistance needs of certain populations as defined in the award. The Supplier must insert this provision in all subawards and contracts under this Purchase Order, if applicable.
  14. Right of Access: Supplier is responsible for keeping all necessary documents, including, but not limited to, supporting documents relating to the conditions of this Purchase Order’s execution complete and up to date. Supplier shall allow reasonable access to USP or USP’s donor's authorized representative(s) to oversee the supplying of the good and/or services under this Purchase Order and access to any documentation related to this Purchase Order.
  15. Child Safeguarding: Because the activities to be funded under this Purchase Order may involve children, or personnel engaged in the implementation of this Purchase Order may come into contact with children, these activities could raise the risk of child abuse, exploitation, or neglect. The organization agrees to abide by the following child safeguarding core principles in connection with this Purchase Order, as applicable: (1)  Ensure compliance with host country and local child welfare and protection legislation or international standards, whichever gives greater protection, and with U.S. law where applicable; (2)  Prohibit all personnel from engaging in child abuse, exploitation, or neglect; (3)  Consider child safeguarding in project planning and implementation to determine potential risks to children that are associated with project activities and operations; (4)  Apply measures to reduce the risk of child abuse, exploitation, or neglect, including, but not limited to, limiting unsupervised interactions with children; prohibiting exposure to pornography; and complying with applicable laws, regulations, or customs regarding the photographing, filming, or other image- generating activities of children; (5) Promote child-safe screening procedures for personnel, particularly personnel whose work brings them in direct contact with children; and (6)  Have a procedure for ensuring that personnel and others recognize child abuse, exploitation, or neglect; mandating that personnel and others report allegations; investigating and managing allegations; and taking appropriate action in response to such allegations, including, but not limited to, dismissal of personnel. The organization must also include in their code of conduct for all personnel implementing this Purchase Order the child safeguarding principles in (1) through (6).
  16. Conflict of Interest: A conflict of interest in the award, administration, or monitoring of this Purchase Order arises when an employee, officer, or agent, any member of his or her immediate family, his or her partner, or an organization which employs or is about to employ any of these parties, has a financial or other interest in, or a tangible personal benefit from, a subrecipient considered for a subaward. The officers, employees, and agents of the recipient may neither solicit nor accept gratuities, favors, or anything of monetary value from subrecipients or parties to subawards. However, recipients may set standards for situations in which the financial interest is not substantial or the gift is an unsolicited item of nominal value. The Purchase Order holder shall prohibit employees from using their positions for a purpose that constitutes or presents the appearance of a conflict of interest. The standards of conduct must provide for disciplinary actions to be applied for violations of such standards by officers, employees, or agents of the recipient and must maintain written standards of conduct covering conflicts of interest and governing the actions of its employees engaged in the selection, award, and administration of subawards. Purchase Order holder must have a system or systems in place to identify, address, resolve, and disclose to USP any conflicts of interest as described in this provision that affect any subaward, regardless of the amount of funding. The recipient must disclose any conflict of interest, including organizational conflicts of interest, and the recipient’s approach for resolving the conflict of interest to the cognizant USP contact within ten (10) calendar days of the discovery of the conflict of interest. Upon notice from the recipient of a potential conflict of interest and the approach for resolving it, USP will make a determination regarding the effectiveness of the recipient’s actions to resolve the conflict of interest within thirty (30) calendar days of receipt of the recipient’s notice, unless USP advises the recipient that a longer period is necessary. The recipient must not request payment from USP for costs for transactions subject to the conflict of interest pending notification of USP’s determination. The recipient’s failure to disclose a conflict of interest may result in cost disallowances by USP. For conflicts of interest, including organizational conflicts of interest, involving contracts, the recipient must follow 2 CFR 200.318, general procurement standards.
  17. Faith Based Organizations: Faith-based organizations are eligible, on the same basis as any other organization, to participate in any USAID-funded program for which they are otherwise eligible. Neither USAID nor entities that make and administer subawards of USAID funds shall discriminate for or against an organization on the basis of the organization’s religious character or affiliation. Additionally, religious organizations shall not be disqualified from participating in USAID-funded programs because such organizations are motivated or influenced by religious faith to provide social services, or because of their religious character or affiliation. Decisions about awards must be free from political interference or even the appearance of such interference. Awards must be made on the basis of merit, not the basis of the religious affiliation of an applicant, or lack thereof. A faith-based organization may continue to carry out its mission, including the definition, development, practice, and expression of its religious beliefs, within the limits contained in this provision. For more information, see the USAID Faith- Based and Community Initiatives Web site and 22 CFR 205.1. 1. 
  18. Clean Air Act and Federal Water Pollution Control Act: For all Purchase Orders exceeding $150,000, by entering into this Purchase Order, Supplier agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401-7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251-1387). Violations must be reported to USP and the Regional Office of the Environmental Protection Agency (EPA).
  19. Byrd Anti-Lobbying Amendment: For all Purchase Orders exceeding $100,000, by entering into this Purchase Order, Supplier certifies that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Supplier must disclose to USP any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award.
  20. Explicitly Religious Activities Prohibited: (a) Explicitly religious activities include activities that involve overt religious content such as worship, religious instruction, prayer, or proselytization. (b) The Purchase Order holder must not engage in explicitly religious activities as part of the programs or services directly funded with financial assistance from USP under this Purchase Order. If the recipient engages in explicitly religious activities, the activities must be offered separately, in time or location, from any programs or services directly funded by this Purchase Order, and participation must be voluntary for beneficiaries of the programs or services funded under this Purchase Order. (c) These restrictions apply equally to religious and secular organizations. All organizations that participate in USAID programs, as recipients or subawardees, including religious ones, must carry out eligible activities in accordance with all program requirements and other applicable requirements governing USAID- funded activities. (d) Notwithstanding the restrictions of (b), a religious organization that participates in programs or services under this Purchase Order: (i)  May retain its independence and may continue to carry out its mission, including the definition, development, practice, and expression of its religious beliefs, provided that it does not use direct financial assistance under this Purchase Order to support or engage in any explicitly religious activities or in any other manner prohibited by law; (ii)  May use space in its facilities, without removing religious art, icons, scriptures, or other religious symbols; and (iii)  May retain its authority over its internal governance, and may retain religious terms in its organization’s name, select its board members on a religious basis, and include religious references in its organization's mission statements and other governing documents. Implementation in accordance with the Establishment Clause: Nothing in this provision shall be construed as authorizing the use of Purchase Order funds for activities that are not permitted by Establishment Clause jurisprudence or otherwise by law. Discrimination Based on Religion Prohibited: The recipient must not, in providing services, discriminate against a program beneficiary or potential program beneficiary on the basis of religion or religious belief, refusal to hold a religious belief, or a refusal to attend or participate in a religious practice. A religious organization's exemption from the Federal prohibition on employment discrimination on the basis of religion, set forth in Sec. 702(a) of the Civil Rights Act of 1964, 42 U.S.C. 2000e–1 is not forfeited when the organization receives funding under this Purchase Order.

    ** Link to USAID Standard Provisions: https://www.usaid.gov/sites/default/files/documents/1868/303maa.pdf