3400 Cameron Park Dr,
Cameron Park CA 95682
GENERAL TERMS AND CONDITIONS
FORMATION OF CONTRACT This proposed purchase contract, which incorporates by reference these General Provisions and all other terms and conditions set forth in this proposed purchase contract (collectively, the "Contract"), is Buyer's offer to purchase the goods and any related services and/or other deliverables (collectively, the "Goods") described in this offer. Acceptance is strictly limited to the terms and conditions in this offer. Unless specifically agreed to in writing by Buyer's Authorized Procurement Representative, Buyer objects to, and is not bound by, any term or condition that differs from or adds to this offer. Seller's commencement of performance or acceptance of this offer in any manner shall conclusively evidence acceptance of this offer as written. Seller's provision of the Goods shall be governed solely by this Contract. Buyer and Seller both are referred to herein as a "Party" or collectively as the "Parties."
SCHEDULE
a. Seller shall strictly adhere to the shipment or delivery schedules specified in this Contract. 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.
b. Seller shall not deliver Goods prior to the scheduled delivery dates unless authorized in writing by the Buyer's Authorized Procurement Representative.
SUSPENSION OF WORK
a. Buyer's Authorized Procurement Representative may, by written order, suspend all or part of the work to be performed under this Contract for a period not to exceed one hundred (100) days. Within such period of any suspension of work, Buyer shall: (i) cancel the suspension of work order; (ii) terminate this Contract in accordance with the "Termination for Convenience" Article of this Contract; (iii) cancel this Contract in accordance with the "Cancellation for Default" Article of this Contract if grounds for default exist; or (iv) extend the stop work period.
b. Seller shall resume work whenever a suspension is cancelled. Buyer and Seller shall negotiate an equitable adjustment in the price or schedule or both if; (i) this Contract is not cancelled or terminated; (ii) the suspension results in a change in Seller's cost of performance or ability to meet the Contract delivery schedule; and (iii) Seller submits a claim for adjustment within twenty (20) days after the suspension has been cancelled.
TERMINATION FOR CONVENIENCE
Buyer, may terminate all or part of this contract, effective as of the date specified by the Buyer, in accordance with the provisions of Federal Acquisition Regulation ("FAR") 52.249-2 "Termination for Convenience of the Government (Fixed Price), "which provisions, except for subparagraphs (d) and (j), are incorporated herein by reference. The terms "Government" and "Contracting Officer" shall mean "Buyer, "Contractor" shall mean "Seller."
CANCELLATION FOR DEFAULT
a. Buyer may, by written notice to Seller, cancel all or part of this Contract; (i) if Seller fails to deliver the Goods within the time specified by this Contract or any written extension; (ii) if Seller fails to perform any other provision of this Contract or fails to make progress, so as to endanger performance of this Contract, and, in either of these two circumstances, within ten (10) days after receipt of notice from Buyer specifying the failure, does not cure the failure or provide buyer with a written detailed plan adequate to cure the failure if such failure reasonably cannot be cured within such ten (10) days and a plan is acceptable to Buyers Authorized Procurement Representative; or (iii) in the event of Seller's bankruptcy, suspension of business, insolvency, appointment of a receiver for Seller's property or business, or any assignment, reorganization or arrangement by Seller for the benefit of its creditors.
b. Seller shall continue all work not cancelled.
c. Buyer may require Seller to transfer title and deliver to Buyer, as directed by Buyer, any (i) completed Goods, and (ii) any partially completed Goods and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and contract rights (collectively, "Manufacturing Materials") that Seller has specifically produced or acquired for the cancelled portion of this Contract. Upon direction from Buyer, Seller shall also protect and preserve property in its possession in which Buyer or its customer has an interest.
d. Buyer shall pay the Contract price for completed Goods accepted. In addition, any payment for Manufacturing Materials accepted by Buyer and for the protection and preservation of property shall be at a price determined in accordance with the "Termination for Convenience" Article of this Contract, except that the Seller shall not be entitled to profit. Buyer may withhold from any amount due under this Contract by any sum Buyer determines to be necessary to protect Buyer or Buyer's customer against loss because of outstanding liens or claims of former lien holders.
e. If, after cancellation, it is determined that Seller was not in default, the rights and remedies of the Parties shall be as if the Contract had been terminated according to the "Termination for Convenience" Article of this Contract.
QUALITY CONTROL
Seller shall establish and maintain a quality control system acceptable to Buyer for the Goods purchased under this Contract. Seller shall permit Buyer to review procedures, practices, processes and related documents to determine such acceptability.
SELLER'S NOTICE OF DISCREPANCIES
Seller shall promptly notify Buyer in writing when discrepancies in Seller's process, including any violation of or deviation from Seller's approved inspection/quality control system, or Goods are discovered or suspected regarding Goods delivered or to be delivered under this Contract; including the quantity and specific identity of any impacted Goods.
INSPECTION
a. At no additional cost to Buyer, Goods shall be subject to inspection, surveillance and test at reasonable times and places, including Seller's subcontractors' locations. Buyer has the right to visit Seller's and Seller's subcontractors' locations during operating hours to inspect, review, and assess progress and performance under this Contract, including, but not limited to, production, schedule, and quality. Any Buyer representative shall be allowed access to all areas used for the performance of the Contract. Buyer shall perform inspections, surveillance, reviews and tests so as not to unduly delay the work.
b. Seller shall maintain an inspection system acceptable to Buyer for the Goods purchased under this Contract.
c. If Buyer performs an inspection, surveillance, review or test on the premises of Seller or its subcontractors, Seller shall furnish, and require its subcontractors to furnish, without additional charge, reasonable facilities and assistance for the safe and convenient performance of these duties.
ACCEPTANCE AND REJECTION
a. Buyer shall accept the Goods or give Seller notice of rejection due to any defect or nonconformance within a reasonable time after the date of delivery, No payment, prior test, inspection, passage of title, any failure or delay in performing any of the foregoing, or failure to discover any defect or other nonconformance shall relieve Seller of any obligations under this Contract or impair any rights or remedies of Buyer, including revocation of acceptance.
b. If Seller delivers defective or non-conforming Goods, Buyer may at its option and at Sellers expense; (i) require Seller to promptly correct or replace the Goods; (ii) return the Goods for credit or refund; (iii) correct the Goods; or (iv) obtain replacement Goods from another source. Return to Seller of defective or non-conforming Goods and redelivery to Buyer of corrected or replaced Goods should be at Seller's expense.
c. Seller shall not redeliver corrected or rejected Goods without disclosing the former rejection or requirement for correction. Seller shall disclose any corrective action taken. Repair, replacement and other correction and redelivery shall be completed as Buyer's Authorized Procurement Representative may reasonably direct.
COUNTERFEIT WORK
a. The following definitions apply to this clause:
"Counterfeit Work" means Work that is or contains unlawful or unauthorized reproductions, substitutions, or alterations that have been knowingly mismarked, misidentified or otherwise misrepresented to be an authentic, unmodified part. Unlawful or unauthorized substitution includes used Work represented as new, or the false identification of grade, serial number, lot number, date code, or performance characteristics. "Suspect Counterfeit Work" means Work for which credible evidence (including, but not limited to, visual inspection or testing) provides reasonable doubt that the product of the Work is authentic.
b. Seller shall not deliver Counterfeit Work or Suspect Counterfeit Work to Millennium Aerospace and Defense under this Purchase Order.
c. Seller shall maintain counterfeit risk mitigation processes in accordance with AS6174 and AS5553 and with any other specific requirements identified on the Purchase Order.
d. Seller shall immediately notify Millennium Aerospace and Defense with pertinent facts if Seller becomes aware that it has delivered Counterfeit Work or Suspect Counterfeit Work.
e. This clause applies in addition to and is not altered, changed, or superseded by any quality provision, specification, statement of work, regulatory flow down, or any other provision included in the Purchase Order addressing the authenticity of Work.
f. In the event that Work delivered under the Purchase Order constitutes or includes Counterfeit Work, Seller shall, at its expense, promptly replace such Counterfeit Work with genuine Work conforming to requirements. Notwithstanding any other provision in the Purchase Order or these Terms and Conditions, Seller shall be liable for all costs relating to the removal and replacement of Counterfeit Work.
g. Seller shall include paragraphs (a) through (f) and this paragraph (g) of this clause or equivalent provisions in lower tier subcontracts for the delivery or items that will be included in or furnished as Work to Millennium Aerospace and Defense.
WARRANTY
a. Seller warrants that:
i. The Goods furnished under this Contract shall conform to all specifications and requirements
of this Contract and shall be free from defects in materials and workmanship;
ii. The Goods shall be free from liens or encumbrances;
b. This warranty shall begin upon Buyer's final acceptance of the Goods and shall survive inspection, any and all testing, and payment for the Goods. The warranty shall extend for a period of one (1) year or such other period as set forth elsewhere in this Contract and Buyer shall give Seller notice after discovery of a defect or nonconformance in the Goods. The warranty shall run to Buyer and its successors, assigns, and customers. In the event or any defect or nonconformance in the Goods, Buyer may, at its option and at Seller's expense; (i) require prompt correction or replacement of the Goods, or (ii) return the Goods for credit or refund. Return to Seller of defective or nonconforming Goods and redelivery to Buyer or corrected or replaced Goods shall be at the Seller's expense. Goods required to be corrected or replaced shall be subject to the requirements of this Contract in the same manner and to the same extent as Goods originally promised to be delivered under this Contract, but only as to the corrected or replaced part or parts thereof. Even if the Parties disagree about the existence of a breach of this warranty, Seller shall promptly comply with Buyer's direction to: (i) repair, rework, or replace the Goods, or (ii) furnish any materials or parts and installation instructions required to successfully correct the defect or nonconformance. If the Parties later determine that the Seller did not breach this warranty, the Parties shall equally adjust the Contract price.
RIGHTS OF BUYER'S CUSTOMERS AND REGULATORS TO PERFORM INSPECTION, SURVEILLANCE AND TESTING
Buyer's rights to perform inspections, surveillance and tests and to review procedures, practices, processes and related documents related to quality assurance, quality control, flight safety and configuration control shall extend to Buyer's customers that are departments, agencies or instrumentalities of the United States Government, including the United States Federal Aviation Administration and any successor agency or instrumentality of the United States Government. Buyer may also, at Buyer's option, by prior written notice from Buyer's Authorized Procurement Representative, extend such rights to other customers of Buyer and to agencies or instrumentalities of foreign government's equivalent in Government-directed or Buyer-directed inspection, surveillance, test, or review without additional charge to Buyer. Nothing in this Contract shall be interpreted to limit United States Government access to seller’s facilities pursuant to law or regulation.
INVOICES AND PAYMENT
Unless otherwise authorized by Buyer's Authorized Procurement Representative, Seller shall issue a separate original invoice for each delivery of Goods that shall include Buyer's Contract number and line item number. Seller shall forward its invoice to the address specified elsewhere in this contract. Unless freight or other charges are itemized, Buyer may take any offered discount on the full amount of the invoice. Payment due date, including discount periods, shall be computed from the later of the scheduled delivery of Goods date, the actual delivery of Goods date or the date of receipt of a correct invoice. Payment shall be deemed made on the date Buyer's check is mailed or payment is otherwise tendered. Seller shall promptly repay Buyer any amounts paid in excess of amounts due Seller.
CONFIDENTIAL, PROPRIETARY, AND TRADE SECRET INFORMATION AND MATERIALS
a. Buyer and Seller shall each keep confidential and protect from unauthorized use and disclosure all (i) confidential, proprietary and/or trade secret information, including Buyer-provided specifications and Buyer-provided information pertaining to qualification, certification, manufacturing, and/or quality testing and procedures; (ii) tangible items and software containing, conveying or embodying such information; and (iii) tooling identified as being subject to this Article that is obtained, directly or indirectly, from the other in connection with this Contract or other agreement, including Buyer's contract with its customer, if any, (collectively referred to as "Proprietary Information and Materials"). Proprietary Information and Materials shall not include information that is, as evidenced by competent records provided by the receiving Party without restriction, generally known in the relevant trade or industry prior to disclosure hereunder, or developed by the receiving Party independently without use of or reference to the disclosing Party's Proprietary Information and Materials.
b. Buyer and Seller shall each use Proprietary Information and Materials of the other only in the performance of and foe the purpose of this Contract, other contracts between the Parties, and Buyer's contract with its customer, if any. However, despite any other obligations or restrictions imposed by this Article or any prior agreement, Buyer shall have the right to use and reproduce Seller's Proprietary Information and Materials internal to Buyer, regardless of when disclosed. Buyer shall further have the right to use, disclose, reproduce and make derivative works of Seller's Proprietary Information and Materials (i) to fulfill Buyer's obligations under, and (ii) for the purposes of testing, certification, use, sale or support of any goods delivered under this Contract, other contracts with Seller and Buyer's contract with its customer, if any. Any such use, disclosure, reproduction, or derivative work by Buyer shall, whenever appropriate, include a restrictive legend suitable for the particular circumstances. The restrictions on disclosure or use of Proprietary Information and Materials shall apply to all materials derived by the receiving Party or others on its behalf from the disclosing Party's Proprietary Information and Materials. In addition to disclosures permitted hereunder, a receiving Party may disclose received Proprietary Information and Materials in response to a subpoena or court order duly issued in a judicial or legislative process, provided that the receiving Party has used reasonable efforts to give the disclosing Party advance written notice of any such disclosure requirement and to reasonably cooperate with the disclosing Party in protecting against any such disclosure and/or obtaining a protective order narrowing its scope.
c. Upon Buyer's request at any time, and in any event upon the completion, termination, or cancellation of this Contract, Seller shall return to Buyer all of Buyer's Proprietary Information and Materials and all materials derived there from, unless specifically directed otherwise in writing by Buyer. Seller shall not at any time (i) dispose of (as scrap or otherwise) any Goods, parts or other materials containing, conveying, embodying, or made in accordance with or by reference to any Proprietary Information and Materials of Buyer without the prior written authorization Buyer or (ii) make, use, or sell any Goods, parts, or other materials containing, conveying, embodying, or made in accordance with or by reference to any Proprietary Information and Materials of Buyer without notifying Buyer in writing before any planned making, using, or selling activity and executing an agreement between the Parties requiring payment by Seller of a reasonable license fee to Buyer as consideration for each use of such Proprietary Information and Materials of Buyer, unless Buyer has provided prior written authorization to Seller. Prior to disposing of such Goods, parts or other material as scrap, Seller shall render them unusable. Buyer shall have the right to audit Seller's compliance with this Article.
d. Seller may disclose Proprietary Information and Materials of Buyer to its subcontractors as required for the performance of this Contract, provided that each subcontractor first agrees in writing to obligations no less restrictive than those imposed upon Seller under this Article. Seller shall be liable to Buyer for any breach of such obligation by such subcontractor.
e. The provisions of this Article are effective notwithstanding the application of any restrictive legends or notices to Proprietary Information and Materials. The provisions of this Article shall survive the performance, completion, termination or cancellation of this Contract.
f. Seller agrees that any technical data and computer software furnished to Buyer as a required deliverable under this Contract will be free from confidential, proprietary, or restrictive-use markings that are not expressly permitted by applicable FAR or other U.S. Government agency FAR supplement clauses incorporated in this Contract ("Nonconforming Markings"). Buyer may notify Seller of a Nonconforming Marking, and if seller fails to remove or correct such marking within sixty (60) days after such notification, Buyer may, at Seller's expense, correct any such Nonconforming Marking.
PROPERTY MANAGEMENT
a. Buyers Property: Seller shall clearly mark; maintain an inventory of, and keep segregated or identifiable all of Buyer's property and all property to which Buyer acquires an interest by virtue of this Contract. Seller assumes all risk of loss, destruction or damage of such property while in Seller's possession, custody or control, including any transfer to Seller's subcontractors. Upon request, Seller shall provide Buyer with adequate proof of insurance against such risk of loss. Seller shall not use such property other than in performance if this Contract without Buyer's prior written consent. Seller shall notify Buyer's Authorized Procurement Representative if Buyer's property is lost, damaged, or destroyed. As directed by Buyer, upon completion, termination, or cancellation of this Contract, Seller shall deliver such property, to the extent not incorporated in delivered Goods, to Buyer in good condition subject to ordinary wear and tear and normal manufacturing losses. Nothing in this Article limits Seller's use, in its direct contracts with the Government, of property in which the Government has an interest.
b. Government-Owned Property: To the extent that the Seller, including any subcontractor thereof, uses U.S. Government Property, either furnished to or acquired by Seller under this Contract, in the performance of this Contract, Seller shall manage such property in accordance with FAR 52.245-1, unless some other date version or equivalent FAR clause is provided elsewhere in this Contract, as implemented through the requirements of clause E000, which is incorporated by reference into this Contract.
c. Special Tooling: To the extent that the Seller, including any subcontractor thereof, uses special tooling, either furnished to or acquired by Seller under this contract, in the performance of this Contract, Seller shall manage such tooling in accordance with clause E223, which is incorporated by reference into this contract.
BUSINESS CONDUCT
a. Compliance with Laws. Seller and the Goods shall comply with all applicable Statutes and government rules, regulations and orders. Without acting as a limitation, Seller shall comply with (i) all applicable country laws relating to anti-corruption or anti-bribery, including, but not limited to, legislation implementing the Organization for Economic Co-operation and Development “Convention on Combating Bribery of Foreign Public Officials in International Business Transactions” (the “OECD Convention”) or other anti-corruption/anti-bribery convention; and (ii) the requirements of the Foreign Corrupt Practices Act, as amended, (“FCPA”) (15 U.S.C. §§78dd-1,et. seq.), regardless of whether Seller is within the jurisdiction of the United States, and Seller shall, neither directly nor indirectly, pay, offer, give, or promise to pay or give, any portion of monies or anything of value received from Buyer to a non-U.S. public official or any person in violation of the FCPA and/or in violation of any applicable country laws relating to anti-corruption or anti-bribery.
b. Gratuities. Seller warrants that neither it nor any of its employees, agents, or representatives have offered or given, or will offer or give, any gratuities to Buyer's employees, agents or representatives for the purpose of securing this Contract or securing favorable treatment under this Contract.
c. Code of Basic Working Conditions and Human Rights. Buyer is committed to providing a safe and secure working environment and the protection and advancement of basic human rights in its worldwide operations. In furtherance of this commitment, Buyer has adopted a Code of Basic Working Conditions and Human Rights setting out in detail the measures it takes to ensure this commitment is fulfilled. The Boeing Code may be downloaded at http://www.boeing.com/aboutus/culture/code.html. Buyer strongly encourages Seller to adopt and enforce concepts similar to those embodied in the Boeing Code, including conducting Seller’s operations in a manner that is fully compliant with all applicable laws and regulations pertaining to fair wages and treatment, freedom of association, personal privacy, collective bargaining, workplace safety and environmental protection. Further, any material violation of law by Seller relating to basic working conditions and human rights, including laws regarding slavery and human trafficking, of the country or countries in which Seller is performing work under this Contract may be considered a material breach of this Contract for which Buyer may elect to cancel any open orders between Buyer and the Seller for cause in accordance with the "Cancellation for Default" Article. Seller shall include the substance of this clause, including this flowdown requirement, in all subcontracts awarded by Seller for work under this Contract.
d. Environmental Health and Safety Performance. Seller acknowledges and accepts full and sole responsibility to maintain an environment, health and safety management system ("EMS") appropriate for its business throughout the performance of this Contract. Buyer expects that Seller’s EMS will promote health and safety, environmental stewardship, and pollution prevention by appropriate source reduction strategies. Seller shall convey the requirement of this clause to its suppliers. Seller shall not deliver Goods that contain any asbestos mineral fibers.
e. Seller Facility. Seller shall provide Buyer written notice of any proposed plans for moving Seller’s manufacturing location for the Goods or moving tooling or other equipment utilized in the manufacture of the Goods to another facility. In no event shall Seller proceed with implementing such plans prior to obtaining Buyer’s prior written approval.
f. Buyer Policies. Seller agrees that Buyer’s internal policies, procedures and codes are intended to guide the internal management of the Buyer and are not intended to, and do not, create any right or benefit, substantive or procedural, enforceable at law or in equity, by the Seller against the Buyer.
g. Subcontracting. Seller agrees that no subcontract placed under this Contract will provide for payment on a cost-plus-a-percentage-of-cost basis.
TRADE CONTROL COMPLIANCE
a. The Parties 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 Contract, including but not limited to the Export Administration Regulations (“EAR”) of the U.S. Department of Commerce, the International Traffic in Arms Regulations (“ITAR”) of the U.S. Department of State, the U.S. Customs & Border Protection Regulations, the Harmonized Tariff Schedule, and the antiboycott and embargo regulations and guidelines as set forth in the EAR and in the U.S. Department of the Treasury, Office of Foreign Assets Control (collectively, “Trade Control Laws”).
b. Seller shall control the disclosure of, and access to, controlled items or technical data provided by Buyer related to performance of this Contract in compliance with all applicable Trade Control Laws. Seller shall not transfer (to include transfer to foreign persons employed by or associated with, or under contract to Seller, or Seller’s sub-tier suppliers or Seller’s non-U.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. Seller represents that it maintains an 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. Seller 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 Seller’s performance under this Contract and shall comply with all reasonable requests from Buyer for information regarding any such violations.
g. Seller shall incorporate into any contracts with its sub-tier supplier's obligations no less restrictive than those set forth in this Article requiring compliance with all applicable Trade Control Laws.
GOVERNMENT CLAUSES
Government clauses applicable to this Contract from Buyer’s contract with its customer, if any, are incorporated elsewhere in this Contract either by attachment or by some other means of reference.
GOVERNING LAW
This Contract and any disputes arising out of, or relating to, this Contract shall be governed by the laws of the State of California without regard to the conflict of law rules thereof, provided that (i) contract provisions that have been incorporated directly from or by express reference to the FAR or FAR supplements, (ii) contract provisions that have been flowed down from a contract with the U.S. Government, and (iii) the Changes and Termination for Convenience articles, shall be construed and interpreted according to the federal common law of government contracts, as enunciated and applied by federal judicial bodies, boards of contract appeals, and quasi-judicial agencies of the federal government. This Contract excludes the application of the 1980 United Nations Convention on Contracts for the International Sale of Goods.
DISPUTES
Any dispute that arises under or is related to this Contract that cannot be settled by mutual agreement of the Parties may be decided by a court of competent jurisdiction. Pending final resolution of any dispute, Seller shall proceed with performance of this Contract according to Buyer's instructions so long as Buyer continues to pay amounts not in dispute.
INDEPENDENT CONTRACTOR RELATIONSHIP
SELLER is an independent contractor in all its operations and activities hereunder. The employees used by SELLER to perform Work under this Contract shall be SELLER's employees exclusively without any relation whatsoever to Millennium Aerospace & Defense.
NEW MATERIALS
The Work to be delivered hereunder shall consist of new materials, not used, or reconditioned, remanufactured, or of such age as to impair its usefulness or safety.
PACKING AND SHIPMENT
a. Unless otherwise specified, all Work is to be packed in accordance with good commercial practice.
b. A complete packing list shall be enclosed with all shipments. SELLER shall mark containers or packages with necessary lifting, loading, and shipping information, including the Millennium Aerospace & Defense Contract number, item number, dates of shipment, and the names and addresses of consignor and consignee. Bills of lading shall include this Contract number.
c. Unless otherwise specified, delivery shall be FOB Place of Shipment.
FAR CLAUSES FLOWED DOWN FOR DOD CONTRACTS
Products or services provided under this order in connection with a U.S. Government contract are subject to, but not limited to the following Federal Acquisition Regulations (FARS) and Department of Defense FAR Supplements (DFARS). In all FAR and DFARS clauses listed below, the terms "Government", "Contractor", and "Contracting Officer" shall be revised to suitably identify Purchaser and Seller and affect the proper intent of the clause. Said FAR and DFARS clauses are incorporated into this order by reference, with the same force and effect as if they were given in full text. Text may be viewed at www.acquisition.gov/far or www.acq.osd.mil/dpap/dars/dfarspgi/current/index.html.
FAR 52.203-6 Restrictions on Subcontractor Sales to Government
FAR 52.204-1 Basic Safeguarding of Covered Contractor Information Systems
FAR 52.209-6 Protecting the Government's Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment
FAR 52.211-5 Material Requirements
FAR 52.222-21 Prohibition of Segregated Facilities
FAR 52.222-26 Equal Opportunity
FAR 52.222-35 Equal Opportunity for Veterans
FAR 52.222-36 Affirmative Action for Workers with Disabilities
FAR 52.222-37 Employment Reports on Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans
FAR 52.222-50 Combating Trafficking in Persons
FAR 52.225-13 Restrictions on Certain Foreign Purchases
FAR 52.227-1 Authorization and Consent
FAR 52.227-2 Notice and Assistance Regarding Patent and Copyright Infringement
FAR 52.232-1 Payments
FAR 52.232-8 Discounts for Prompt Payment
FAR 52.232-11 Extras
FAR 52.232-25 Prompt Payment
FAR 52.232-33 Payment by Electronic Funds Transfer-System for Award Management
FAR 52.232-39 Unenforceability of Unauthorized Obligations
FAR 52.232-40 Providing Accelerated Payments to Small Business Subcontractors
FAR 52.233-1 Disputes
FAR 52.233-3 Protest After Award
FAR 52.233-4 Applicable Law for Breach of Contract Claim
FAR 52.242-13 Bankruptcy
FAR 52.242-15 Stop Work Order
FAR 52.242-17 Government Delay of Work
FAR 52.243-1 Changes Fixed Price
FAR 52.244-6 Subcontracts for Commercial Items
FAR 52.245-1 Government Property
FAR 52.246-2 Inspection of Supplies -Fixed Price
FAR 52.246-11 Higher-Level Contract Quality Requirement
FAR 52.246-17 Warranty of Supplies of a Noncomplex Nature
FAR 52.247-1 Commercial Bill of Lading Notations
FAR 52.247-29 F.O.B. Origin
FAR 52.247-65 F.O.B. Origin, Prepaid Freight - Small Package Shipments
FAR 52.247-63 Preference for US Flag Air Carriers
FAR 52.249-1 Termination for Convenience of the Government (Fixed-Price) (Short Form)
FAR 52.249-2 Termination for Convenience of the Government
FAR 52.249-8 Default (Fixed Price Supply and Service)
FAR 52.252-1 Solicitation Provisions Incorporated by Reference
FAR 52.252-2 Clauses Incorporated by Reference
FAR 52.252-6 Authorized Deviations in Clauses
FAR 52.253-1 Computer Generated Forms
FAR 52.255-1 Buy American Act -Supplies
DFARS 252.204-7000 Disclosure of Information
DFARS 252.2042009
DFARS 252.204-7012 Safeguarding Covered Defense Information and Cyber Incident Reporting
DFARS 252.222-7007 Representation Regarding Combating Trafficking in Persons
DFARS 252.223-7008 Prohibition of Hexavalent Chromium
DFARS 252.225-7001 Buy American Act and Balance of Payments Program
DFARS 252.225-7002 Qualifying Country Sources as Subcontractors
DFARS 252.225-7007 Prohibition on Acquisition of Certain Items from Communist Chinese Military Companies
DFARS 252.225-7008 Restriction on Acquisition of Specialty Metals
DFARS 252.225-7009 Restriction on Acquisition of Certain Articles Containing Specialty Metals
DFARS 252.225-7013 Duty-Free Entry
DFARS 252.225-7016 Restriction on acquisitions of Ball and Roller Bearings
DFARS 252.255-7019 Restriction on Acquisition of Anchor and Mooring Chains
DFARS 252.225-7025 Restriction on Acquisition of Forgings
DFARS 252.225-7033 Waiver of United Kingdom Levies
DFARS 252.225-7039 Defense Contractors Performing Private Security Functions Outside the United States
DFARS 252.225-7040 Contractor Personnel Supporting U.S. Armed Forces Deployed Outside the United States
DFARS 252.225-7047 Exports by Approved Community members in Performance of the Contract
DFARS 252.255-7048 Export-Controlled Items
DFARS 252.225-7051 Prohibition on Acquisition of Certain Foreign Commercial Satellite Services
DFARS 252.225-7052 Restriction on the Acquisition of Certain Magnets, Tantalum and Tungsten
DFARS 252.225-7054 Prohibition on Use of Certain Energy Sourced from Inside the Russian Federation
DFARS 252.225-7055 Representation Regarding Business Operations with the Maduro Regime
DFARS 252.225-7056 Prohibition Regarding Business Operations with the Maduro Regime
DFARS 252.225-7057 Preaward Disclosure of Employment of Individuals who Work in the People’s Republic of China
DFARS 252.225-7058 Posaward Disclosure of Employment of Individuals who Work in the People’s Republic of China
DFARS 252.225-7059 Prohibition of Certain Procurements From the XinJiang Uyghur Autonomous Region - Certification
DFARS 252.225-7062 Restriction on Acquisition of Large Medium-Speed Diesel Engines
DFARS 252.227-7013 Rights in Technical Data - Noncommercial Items
DFARS 252.227-7016 Rights in Bid or Proposal Information
DFARS 252.227-7025 Limitations on the Use or Disclosure of Government-Furnished Information Marked with Restrictive Legends
DFARS 252.232-7003 Electronic Submission of Payment Requests and Receiving Reports
DFARS 252.232-7006 Wide Area Workflow Payment Instructions
DFARS 252.232-7010 Levies on Contract Payments
DFARS 252.232-7017 Accelerating Payments to Small Business Subcontractors - Prohibition on Fees and Consideration
DLAD 52.233-9001 Disputes - Agreement to Use Alternative Dispute Resolution
DFARS 252.239-7098 Prohibition on Contracting to Maintain or Establish a Computer Network Unless Such Network is Designed to Block Access to Certain Websites - Representation
DFARS 252.243-7001 Pricing of Contract Modifications
DFARS 252.244-7000 Subcontracts for Commercial Products or Commercial Services
DFARS 252.244-7000 Subcontracts for Commercial Items and Commercial Components (DOD Contracts)
DFARS 252.246-7000 Material Inspection Receiving Report
DFARS 252.246-7003 Notification of Potential Safety Issues
DFARS 252.246-7007 Contractor Counterfeit Electronic Part Detection and Avoidance System
DFARS 252.246-7008 Sources of Electronic Parts
DFARS 252.247-7023 Transportation of Supplies by Sea
DFARS 252.255-7052 Restriction on the Acquisition of Certain Magnets, Tantalum, and Tungsten
DFARS 252.255-7054 Prohibition on Use of Certain Energy Sourced from Inside the Russian Federation
DFARS 252.255-7056 Prohibition Regarding Business Operations with the Maduro Regime
DFARS 252.255-7058 Postaward Disclosures of Employment of Individuals Who Worked in the People's Republic of China