STANDARD TERMS AND CONDITIONS 1. DEFINITIONS As used herein,
"Buyer,” means Iron Bow Technologies, LLC (Iron Bow), "Seller" means the party identified on the face of this Order, "Subcontract" means either Order, Task Directive, Purchase Order, or Subcontract Agreement, "Supplies" means all articles, materials, work or services to be furnished by Seller. "Buyer's Authorized Representative" means person or persons author-ized by Buyer to alter, modify, or change the provisions of this Order.
2. ACCEPTANCE This Order becomes the exclusive agreement between the parties for the Supplies, subject to the terms and conditions herein. Any of the following shall constitute Seller's unqualified acceptance of this Order: (a) acknowledgment of this Order, (b)
commencement of performance, (c) furnishing any Supplies, or (d) acceptance of any payment for the Supplies. Additional or different terms or conditions proposed by Seller shall be void and of no effect unless accepted in writing by Buyer. No change in, modification of, or revision to, this Order shall be valid unless in writing and signed by Buyer's authorized representative. Any terms and conditions proposed by Seller in acknowledging or accepting Buyer's offer which are different from or in addition to the terms set forth in this Order shall not be binding upon Buyer and shall be void and of no effect, except to the extent expressly accepted in writing by Buyer's authorized procurement
representative(s). Seller acknowledges that it has in its possession all applicable specifications, drawings and documents (including, without limitation, statements of work) necessary to perform its obligations under this Order at the price and schedule stated on this Order or its attachments. All such documentation shall be deemed to be a part of this Order.
(e) Seller agrees to flowdown all provisions contained herein to any lower tier Subcontractor for any work under this Order.
3. PRICES, TAXES AND NEW MATERIALS Seller warrants each price for Supplies sold to Buyer under this Order is no less favorable than that extended during the term of this Order to any other customer for the same or like Supplies in equal or less quantities on similar terms and conditions. Unless otherwise provided on the face of this Order, prices appearing herein include all packaging, crating and federal, state, local taxes. Seller further warrants that none of the Supplies furnished are government or commercial surplus, used, remanufactured or reconditioned or of such age or so deteriorated as to impair the usefulness or safety thereof, unless otherwise stated on the face of this Order.
4. WARRANTY Seller warrants all Supplies will be free from defects in material and workmanship, conform to applicable
specifications, drawings, samples and descrip-tions or other requirements of this Order, be fit for its intended use, and will not violate nor infringe upon any patent, copyright, trade secret or other property right of any other person and, unless of Buyer's detailed design, be free from design defects. If there is a breach of warranty, Buyer may return such Supplies, at Seller's expense, for correction, replacement or credit as Buyer may direct. If Buyer is purchasing for resale, Seller's warranty period will begin upon acceptance by Buyer's Client and Buyer's Client may return defective Supplies directly to Seller. Seller will indemnify and hold Buyer harmless from and against any loss, cost, liability and expense (including counsel fees) arising out of any breach or claimed breach of this warranty. 5. PACKING AND SHIPMENT
Time is of the essence of this Order. (a) Unless otherwise specified, all packing and packaging shall comply with good
commercial practice and applicable carriers’ tariffs. Supplies shall be prepared for shipment and packed to prevent damage or deterioration and to give optimum protection during shipment and in-plant handling and storage. The
packaging, labeling and shipping of all HAZARDOUS SUBSTANCES, including DANGEROUS MATERIALS, must conform with all applicable international, federal, and state laws and regulations. The price includes all charges for packing and packaging and for transportation to the F.O.B. point.
(b) If the terms of this Order require delivery F.O.B. source, Seller must at such place: (i) bear the expense and risk of putting the Supplies into the possession of carrier, and (ii) at its risk and expense, load Supplies on board.
(c) If the terms of this Order require delivery F.O.B. destination, Seller must at its own expense and risk, transport the Supplies to such place and tender delivery to Buyer.
6. RESPONSIBILITY FOR PROPERTY Unless otherwise specified, Seller shall be liable for any loss, destruction, or damage to Buyer or Government property furnished to Seller and shall be responsible for returning any such property in as good condition as when received except for reasonable wear and tear or for the utilization of it in accordance with the provisions of this Order. Seller’s prices shall not include damage insurance premiums on property of the Government or Buyer. Buyer’s title thereto shall not be affected by the incorporation of, or attachment to, any property not owned by Buyer or the Government, nor shall any such property, or any part thereof, be or become a fixture or lose its identity as personality by reason of affixation to any realty. Buyer shall have the right to enter Seller's premises at all reasonable times to inspect property and Seller's records with respect thereto.
7. INSPECTION All materials and supplies shall be received subject to Buyer’s inspection and rejection. Iron Bow Holdings, Inc. effective material will be held at Seller’s risk and Buyer, at its option and without waiving any rights it may have against Seller, may (i) require Seller to repair or replace at its own expense any item which fails to meet the requirements of this Order; (ii) require Seller to refund the price of any such item; or (iii) elect to retain and repair any such items with an appropriate reduction
from the price otherwise due Seller. Neither final inspection, payment nor any limitations in the warranty clause relieve Seller from
responsibility for the correction or replacement of defective items.
8. TERMINATION Buyer reserves the right to terminate this Order in whole or in part for default: (i) if Seller fails to perform in
accordance with any of the requirements of this Order or to make progress so as to endanger performance hereunder, or (ii) if Seller becomes insolvent or suspends any of its operations or if any petition is filed or proceeding commenced by or against Seller under any state or federal law relating to bankruptcy, arrangement, reorganization, receivership or assignment for the benefit of creditors. Any such termination will be without liability to Buyer except for completed items delivered and accepted by Buyer, payment for which can be set off against any damages to Buyer. Buyer may require Seller to transfer title and deliver to Buyer any or all property produced or procured by Seller for performance of the work terminated and Seller shall be credited with the reasonable value thereof not to exceed Seller's cost. Seller will be liable for damages caused by or resulting from its default including but not limited to excess costs of reprocurement.
9. EXCUSABLE DELAYS Neither party shall be in default for any delay nor failure to perform hereunder due to causes beyond its control and without its fault or negligence; including defaults by Seller's suppliers. In the event of default by Seller's suppliers, Seller will be in default only to the extent the Supplies to be furnished by said supplier are obtainable from other sources in sufficient time to permit Seller to meet the delivery schedule; and provided further, Seller furnishes prompt written notice to Buyer of the occurrence of any such cause which will or may delay Seller's performance.
10. INDEMNIFICATION AND
INSURANCE Seller agrees at its expense to indemnify, defend, and hold harmless Buyer, its directors, officers, employees, affiliates, subsidiaries, agents, customers and end users from any and all loss, claims and liability, including, without limitation, reasonable legal fees and costs, for death, injury or disability of any person or damage to or destruction of property (including, without limitation, the loss of use of any property or the presence of
hazardous substances at any property) caused by or resulting from the acts or omissions of Seller, its agents, suppliers or employees in connection with the performance of this Order. During the performance of this Order, Seller shall maintain in full force and effect, at its sole cost and expense, the minimum insurance coverage stated below, written on an "occurrence basis" and not "claims-made" basis (unless otherwise stated), covering activities performed under this Order, including without limitation, coverage of all automobile exposure, all property liability exposure and all contractual liability exposure. All insurance shall be placed with reputable insurance companies acceptable to Buyer with a current rating in A.M. Bests Insurance Rating guide of at least A-X and licensed to do business in the country(ies), state(s) or province(s) where the Order is being performed. Seller shall maintain insurance with the following minimum policy limits:
A) Workers’ Compensation: Coverage for statutory obligations imposed by laws of any State in which the work is to be performed including the coverage required by a Monopolistic State i.e.) North Dakota, Ohio, Washington, West Virginia, and Wyoming, including where applicable, coverage under the United States Longshoremen’s and Harbor Workers’ Act (USL&H), the Jones Act, and the Defense Base Act (DBA). In addition, the policy shall be endorsed to waive the insurer’s rights of subrogation in favor of Iron Bow Holdings, Inc., and
B) Employer’s Liability: Coverage for injuries to employees not covered by workers’
compensation with limits of at least $1,000,000 each accident, $1,000,000 each employee by disease, and $1,000,000 policy limit by disease, and
C) Commercial General Liability: Coverage for third party bodily injury and property damage, personal injury, products and completed operations, contractual liability, and
independent contractors’ liability with limits not less than $1,000,000 per occurrence and $2,000,000 in the aggregate. Iron Bow Technologies, LLC., its officers, employees, and customer, where required by agreement, shall be named as Additional Insured, and D) Business Automobile Liability: Coverage for
use of all owned, non-owned, and hired vehicles with limits of not less than $1,000,000 per occurrence combined single limit for bodily injury and property damage
liability. Iron Bow Holdings, Inc.., its officers, employees, and customer, where required by agreement, shall be named as Additional Insured, and
E) Excess Umbrella liability at limits of
$1,000,000 per occurrence, $1,000,000 annual aggregate. Iron Bow Holdings, Inc.., its officers, employees, and customer, where required by agreement, shall be named as Additional Insured, and
F) Aircraft public and passenger liability
insurance (as applicable). Coverage shall be at least $200,000 per person and $500,000 per occurrence for bodily injury, other than passenger liability, and $200,000 per
occurrence for property damage. Coverage for passenger liability bodily injury shall be at least $200,000 multiplied by the number of seats or passengers, whichever is greater; and Such policies, with the exception of the
Professional Liability policy(ies), shall name Buyer, its directors, officers, employees and agents as additional insureds covering activities performed under this Order. All policies shall provide that coverage may not be materially changed, canceled or non-renewed without thirty (30) days prior written notice to Buyer. The insurance requirements set forth in this Order are not intended and shall not be construed to modify, limit or reduce the indemnifications made in this Order by Seller to Buyer or to limit Seller's liability under this Order to the limits of the policies required to be maintained by Seller under this Order or in any other manner. Seller shall furnish Buyer with certificates of insurance for the coverages required under this Order prior to performance under this Order. Such insurance shall be primary to, not contributing with, and not in excess of, coverage which Buyer may carry. Seller's insurance shall contain a
severability of interest provision. The insurance afforded by these policies applies separately to each insured against whom claim is made or suit is brought, in the same manner as such insured would be covered if the policy insured only such party. The inclusion of such additional insureds shall not increase the policy limits.
11. PATENT, COPYRIGHT AND TRADEMARK INFRINGEMENT Seller shall save, hold harmless Buyer and defend or settle any claim, proceeding or suit brought against Buyer based on a claim that the goods infringe upon [a] patent, copyright or trademark of the United States and Seller shall pay any
damages and cost awarded against Buyer, provided Seller is duly notified of any infringement or alleged infringement. Seller shall defend all claims, suits and actions at its own expense.
12. DESIGN CHANGES During performance of this Order, Seller shall not make any changes in the design of Supplies without advance notification to, and approval of, Buyer. Seller agrees to make any changes to this Order which might be directed by Buyer. Any claim for adjustment must be made within twenty days from the date the change is ordered together with cost or pricing data sufficient to permit
evaluation of such claim.
13. ASSIGNMENT Any assignment of this Order, performance of work hereunder in whole or in part, or monies due or to become due hereunder shall be void unless consented to by Buyer in writing and Buyer shall have no obligations to any assignees of Seller under any assignment not consented to in writing by Buyer. Subject to the foregoing, this Order shall benefit and be binding upon the successors and assigns of the Parties hereto but any prohibited assignment shall be void.
14. SUBCONTRACTING Seller agrees not to subcontract for any complete or
substantially complete Supplies without the prior written approval of Buyer.
15. RELEASE OF INFORMATION TO PUBLIC Seller shall not, without prior consent of Buyer, make any release of information concerning this Order (other than to Seller's employees and subcontractors which is required for performance of their duties) nor use the name of Buyer in any advertising or publicity.
16. REMEDIES The rights and remedies of Buyer provided herein shall be cumulative and in addition to any other rights and remedies provided by law or equity. The UCC applies as adopted in the Commonwealth of Virginia 17. TITLE. Title to and the right of immediate possession of all articles, tooling, equipment, software, or materials furnished to Seller or paid for by Buyer directly or indirectly for use by Seller in connection with this Order shall be and remain in Buyer. Seller shall be (a) responsible on a replacement cost basis for all
loss or damage to such articles, tooling, equipment, software or materials while in its possession and insure its risk in this respect with adequate all risk property insurance; (b) clearly mark the same as belonging to Buyer, keep it segregated in Seller's facility and treat it
confidentially as provided in this Order; (c) keep the same in good operating condition; and (d) use the same exclusively in connection with the delivery of the Deliverables for this Order and not for any production of larger quantities than specified or in advance of normal production schedules, except with Buyer's prior written consent. Articles, tooling, equipment, software, or materials furnished to Seller shall not include government-furnished items of this sort. Upon completion of this Order, all articles, tooling, equipment, software, or materials furnished to Seller or paid for by Buyer shall be disposed of by Seller at Seller's expense as Buyer directs in writing. With the exception of software not specifically developed for Buyer under this Order, (i) all Deliverables shall be the sole and exclusive property of the Buyer, and where applicable, shall be considered "works made for hire" under the U.S. Copyright Act (Title 17, United States Code), and all intellectual property, proprietary and industrial rights associated with Deliverables shall be owned exclusively by Buyer; (ii) by this Order, Seller assigns to Buyer for no additional consideration all such rights to the Deliverables, including the right to any extensions and renewals of such rights; and (iii) if requested by Buyer, Seller shall, without additional consideration, sign a separate written assignment of such rights to Buyer or any other document necessary for Buyer to establish, maintain or enforce such rights in the Deliverables.
18. WAIVER The failure of Buyer in any one or more instances to insist on performance of any of the provisions of this Order shall in no way be construed to be a waiver of such provisions in the future.
19. ATTORNEY’S FEES In the event it becomes necessary to bring suit to enforce any provision of this Agreement, the prevailing party shall be entitled to recover, in addition to any other amounts awarded, reasonable legal costs included in court costs and attorney’s fees. 20. CHANGES Iron Bow Technologies, LLC (Iron Bow) may, at any time by written order, make changes, within the general scope of this
Agreement. If any such change causes and increase or decrease in the estimated cost of, or the time required for, an equitable adjustment may be made:
a. in the cost or delivery schedule or both; and
b. in such other provisions of the Agreement as may be so effected;
Any claim by Seller for adjustment under this clause must be asserted within thirty (30) days from the receipt by the Seller of the notification of change. Failure to agree to any adjustment shall be a dispute which shall be resolved according to the procedure set forth herein; but pending such resolution, nothing in this clause shall excuse Seller from proceeding with the Agreement as changed.
21. APPLICABLE LAW AND DISPUTES This Order shall be construed, interpreted and enforced in accordance with the laws of the Commonwealth of Virginia without giving effect to the principles of conflicts of laws thereof. Where necessary or appropriate, federal procurement law, as set forth in applicable statutes and regulations and enunciated by courts and administrative tribunals having jurisdiction over contract disputes with the United States, may be applied for purposes of resolving any dispute related to this Order.1. Any disputes arising under this Agreement solely between Iron Bow Technologies, LLC (Iron Bow) and Seller shall be governed by the laws of the
Commonwealth of Virginia. However, if the issue in dispute is not covered by Virginia law or if there is a conflict between Virginia law and the Federal law, e.g., decisions of Federal courts, boards of contract appeals, regulations and statues, the Virginia court shall apply the Federal law. Any litigation under this Agreement, if commenced by Seller shall be brought in a Court of competent jurisdiction in the Commonwealth of Virginia.
2. If a decision is issued by a contracting officer under the Prime Contract “Disputes” clause (if applicable) and the decision relates to this Agreement, said decision, being binding on Iron Bow Technologies, LLC (Iron Bow) under the Prime Contract, shall also be binding upon Iron Bow and Seller with respect to this Agreement. If Seller is affected by such decision, Iron Bow shall notify Seller promptly. After receipt of such notice. if Seller submits a timely request to Iron Bow to appeal such decision, Iron Bow may elect to file an appeal upon such terms and conditions as the parties mutually agree. Any
decision upon such appeal, if binding upon Iron Bow under the Prime Contract, shall be binding upon Seller as it relates to this Order. All claims shall be certified by Seller in the form required by Iron Bow.
22. TERMINATION FOR CONVENIENCE Buyer, by written notice, may terminate this Agreement, in whole or part, when it is in the Buyer’s interest, subject to Seller’s right to be paid its reasonable costs allocable to the performance, if any, of this Agreement. 23. PAYMENT AND PRICES. Unless different payment terms are expressly stated on this Order, payment terms shall be forty-five (45) days from Buyer's receipt of Seller's correctly presented and Buyer accepted invoice. A "correctly presented" invoice will contain this Order number sent to the billing address on this Order. Seller represents that prices quoted to or paid by Buyer shall not exceed current prices charged to any other customer of Seller for deliverables which are the same or substantially similar to, and in the same or substantially similar quantities as the Deliverables. Seller shall refund or Buyer may set off against subsequent invoices any amounts paid by Buyer in excess of such price(s).
24. CONFIDENTIAL INFORMATION. Seller shall not disclose to any third party or use any confidential information of Buyer's
concerning this Order or other material intended for use in connection with this Order without Buyer's prior written consent. Any knowledge or information which Seller may disclose to Buyer in connection with the purchase of any of the Deliverables shall not, unless Buyer otherwise specifically agrees in writing, be deemed to be confidential information and shall be acquired free from any restriction as part of the
consideration for this Order. For purposes of this Section 24 (Confidential Information), any Personal Data supplied or provided by Buyer shall be deemed confidential information of Buyer and Seller shall treat it in accordance with the provisions of this section.
25. SUPPLEMENTARY PROVISIONS TO GOVERNMENT CONTRACTS. For Deliverables involving or subject to a
government contract, the applicable provisions are contained in the attached supplement and made a part of this Order.
General Terms and Conditions U.S. Government FAR Clauses Supplement (Applicable to All Solicitations/Procurements Under U.S. Government Contracts)
The following Federal Acquisition Regulations (FAR) and agency FAR Supplement clauses are incorporated herein by reference and made a part hereof, except to the extent modified below by a numbered note(s). The FAR and FAR
Supplement clauses are the versions in effect as of the date of the prime contract. Section A clauses apply to all Agreements. Section B clauses apply when a NASA prime contract number is cited on the face of this Agreement. Section C clauses apply when a DoD prime contract number is cited on the face of this Agreement. Except as may be expressly otherwise provided below in each of such clauses, “Contractor” shall mean “Seller”; “Subcontractor” shall mean “Seller’s
Subcontractor”; and “Contract” shall mean “this Agreement.” Contracting Officer” shall mean the Contracting Officer of the Government prime contract unless otherwise specified.
A. Federal Acquisition Regulation (FAR) Clauses Incorporated by Reference
52.203-3 Gratuities
52.203-5 Covenant Against Contingent Fees (1)
52.203-6 Restrictions on Subcontractor Sales to the Government (2)
52.203-7 Anti-Kickback Procedures 52.203-10 Price or Fee Adjustment for
Illegal or Improper Activity
52.203-12 Limitation on Payments to Influence Certain Federal Transactions (4,20,27,36) 52.204-2 Security Requirements 52.211-5 Material Requirements (8/2000) 52.211-7 Alternatives to Government-Unique Standards (11/99)
52.211-15 Defense Priority and Allocation Requirements
52.214-26 Audits and Records—Sealed Bidding
52.214-28 Subcontractor Cost or Pricing Data Modifications—Sealed Bidding
52.215-1 Instructions to Offers-Competitive Acquisition (1/2001)
52.215-2 Audit and Records— Negotiation
52.215-10 Price Reduction for
Defective Cost or Pricing Data (10/97) (45)
52.215-11 Price Reduction for Defective Cost or Pricing Data— Modification (10/97) (7,8) 52.215-12 Subcontractor Cost or Pricing Data (10/97) (7,44) 52.215-13 Subcontractor Cost or Pricing Data—Modifications (10/97) (7)
52.215-14 Integrity of Unit Prices (10/97) (7)
52.215-15 Pension Adjustments and Asset Reversions (12/98) (9)
52.215-17 Waiver of Facilities Capital Cost of Money (10/97)
52.215-18 Reversion or Adjustment of Plans for Postretirement Benefits (PRB)Other than Pensions (10/97) 52.215-19 Notification of Ownership Changes (10/97) 52.216-5 Price Redetermination— Prospective 52.216-6 Price Redetermination— Retroactive
52.216-16 Incentive Price Revision— Firm Target
52.216-17 Incentive Price Revision— Successive Targets
52.219-8 Utilization of Small Business Concerns (10/2000)
52.222-1 Notice to the Government of Labor Disputes (4)
52.222-4 Contract Work Hours and safety Standards Act—Overtime Compensation (13)
52.222-11 Subcontracts (Labor Standards)
52.222-16 Approval of Wage Rates 52.222-20 Walsh-Healey Public
Contracts Act
52.222-21 Prohibition of Segregated facilities (2/99)
52.222-26 Equal Opportunity 52.222-35 Equal Opportunity for
Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans (12/2001)
52.222-36 Affirmative Action for Workers with Disabilities (6/1998)
52.222-37 Employment Reports on Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans (12/2001)
52.222-39 – Notification of Employee Rights Concerning Payment of Union Dues or Fees. Notification Of Employee Rights Concerning Payment Of Union Dues Or Fees (Dec 2004)
52.222-41 Service Contract Act of 1965, as Amended
52.223-3 Hazardous Materials
Identification and Material Safety Data 52.223-7 Notice of Radioactive
Materials
52.223-14 Toxic Chemical Release Reporting
52.224-2 Privacy Act
52.225-1 Buy American Act—Supplies (5/2002)
52.225-7 Wavier of Buy American Act for Civil Aircraft and Related Articles (2/2000)
52.225-8 Duty-Free Entry 52.225-13 Restrictions on Certain
Foreign Purchases (7/2000)
52.225-15 Sanctioned European Union Country End Products (2/2000) 52.227-1 Authorization and Consent 52.227-2 Notice and Assistance
Regarding Patent and Copyright Infringement (1,16)
52.227-3 Patent Indemnity 52.227-9 Refund of Royalties 52.227-10 Filing of Patent
Applications—Classified subject Matter (17)
52.227-11 Patent Rights—Retention by the Contractor (Short Form)
52.227-12 Patent Rights—Retention by the Contractor (Long Form) (18) 52.227-13 Patent Rights—Acquisition by the Government 52.227-14 Rights in Data—General (19) 52.227-16 Additional Data Requirements (4) 52.227-17 Rights in Data—Special Works (4) 52.227-18 Rights in Data—Existing Works (4) 52.227-19 Commercial Computer Software-Restricted Rights 52.227-20 Rights in Data-SBIR Program
52.227-21 Technical Data Declaration, Revision, and Withholding of Payment - Major System (1/1997)
52.227-22 Major System—Minimum Rights
52.227-23 Rights to Proposal Data (Technical)
52.228-3 Workers’ Compensation Insurance (Defense Base Act)
52.228-4 Workers’ Compensation and War Hazard Insurance Overseas 52.228-5 Insurance—Work on a
Government Installation
52.229-6 Taxes—Foreign Fixed-Price Contracts
52.229-7 Taxes—Fixed-Price Contracts with Foreign Governments
52.229-8 Taxes—Foreign Cost Reimbursement Contracts (3/1990) 52.229-9 Taxes—Cost Reimbursement
Contracts with Foreign Government (3/1990)
52.229-10 State of New Mexico Gross Receipts and Compensating Tax 52.230-2 Cost Accounting Standards
(7,21)
52.230-3 Disclosure and Consistency of Cost Accounting Practices (21)
52.230-4 Consistency in Cost Accounting Practices (21)
52.230-5 Cost Accounting Standards – Educational Institution (4/1998) 52.230-6 Administration of Cost
Accounting Standards (11/1999) 52.232-7 Payments Under
Time-and-Materials and Labor-Hour Contracts (12/2002) 52.232-16 Progress Payments (4,40) 52.232-17 Interest (20) 52.232-20 Limitation of Cost 52.232-22 Limitation of Funds 52.234-1 Industrial Resources
Developed Under Defense Production Act Title III
52.237-3 Continuity of Services 52.242-15 Stop-Work Order (4) 52.242-16 Stop-Work Order—Facilities 52.242-17 Government Delay of Work 52.243-1 Changes—Fixed-Price (4) 52.243-2 Changes—Cost-Reimbursement 52.243-3 Changes—Time-and-Materials or Labor-Hours 52.244-2 Subcontracts (Aug 1998)
52.244-5 Competition in Subcontracting 52.244-6 Subcontracts for Commercial
Items (5/2002)
52.245-2 Government Property (Fixed-Price Contracts) (4,24)
52.245-5 Government Property (Cost Reimbursement, Time-and-Material, or Labor-Hour
Contracts) (1/1986) 52.245-17 Special Tooling
52.245-18 Special Test Equipment (48) 52.246-2 Inspection of Supplies— Fixed-Price (1,4) 52.246-3 Inspection of Supplies—Cost-Reimbursement 52.246-4 Inspection of Services— Fixed-Price (1) 52.246-5 Inspection of Services—Cost-Reimbursement 52.246-6 Inspection—Time-and-Material and Labor-Hour
52.246-15 Certificate of Conformance (1,26)
52.246-16 Responsibility for Supplies (1) 52.246-23 Limitation of Liability (27) 52.246-24 Limitation of Liability— High-Value Items 52.246-25 Limitation of Liability— Services (27)
52.247-63 Preference for U.S.-Flag Air Carriers (28)
52.247-64 Preference for Privately Owned U.S.-Flag Commercial Vessels 52.248-1 Value Engineering (4,20) 52.249-1 Termination for Convenience
of the Government (Fixed-Price) (Short Form)
52.249-2 Termination for Convenience of the Government (Fixed-Price) (29) 52.249-4 Termination for Convenience
of the Government (Services) (Short Form)
52.249-6 Termination (Cost-Reimbursement)
52.249-8 Default (Fixed-Price Supply and Service)
B. NASA Federal Acquisition Regulation Supplement Clauses Incorporated by Reference.
The following clauses apply if this order is issued under a NASA Prime Contract:
1852.204-75 Security Classification Requirements
1852.204-76 Security Requirements for Unclassified Information
1852.208-81 Restrictions on Printing and Duplicating (4)
1852.209-70 Product Removal from Qualified Products List
1852.211-70 Packaging, Handling and Transportation
1852.219-74 Use of Rural Area Small Businesses
1852.219-75 Small Business Subcontracting Reporting
1852.223-70 Safety and Health (31) 1852.223-71 Frequency Authorization 1852.223-72 Safety and Health (Short
Form)
1852.225-70 Export Licenses
1852.227-11 Patent Rights—Retention by the Contractor (Short Form) 1852.227-70 New Technology (32) 1852.227-72 Designation of New
Technology Representative and Patent Representative
1852.227-85 Invention Reporting and Rights—Foreign
1852.227-87 Transfer of Technical Data Under Space Station International Agreements
1852.228-72 Cross-Waiver of Liability for Space Shuttle Services
1852.231-70 Pre-contract Cost 1852.237-71 Pension Portability 1852.242-72 Observance of Legal
Holiday
1852.242-73 NASA Contractor Financial Management Reporting 1852.244-70 Geographic Participation
in the Aerospace Program (7) 1852.245-73 Financial Reporting of
NASA Property in the Custody of Contractors
1852.247-71 Protection of the Florida Manatee
1852.249-72 Termination
1852.252-70 Compliance with NASA FAR Supplement
C. Defense Federal Acquisition Regulation Supplement Clauses Incorporated by Reference
The following clauses apply if this order is issued under a DoD Prime Contract:
252.203-7001 Prohibition on persons Convicted of Fraud or Other Defense-Contract-Related Felonies (3/1999) 252.204-7000 Disclosure of
Information
252.208-7000 Intent to Furnish Precious Metals as Government-Furnished Material
252.209-7000 Acquisition from Subcontractors Subject to On-Site Inspection Under the
Intermediate-Range Nuclear Forces (INF) Treaty 252-211-7000 Acquisition Streamlining 252.215-7000 Pricing Adjustments 252.217-7003 Changes 252.222-7000 Restrictions on Employment of Personnel
252.223-7002 Safety Precautions for Ammunition and Explosives
252.223-7006 Prohibition on Storage and Disposal of Toxic and Hazardous Materials
252.225-7001 Buy American Act and Balance of Payments Program 252.225-7002 Qualifying Country
Sources as Subcontractors 252.225-7005 Identification of
Expenditures in the United States 252.225-7011 Restriction on
Acquisition of Supercomputers 252.225-7012 Preference for Certain
Domestic Commodities 252.225-7013 Duty Free Entry 252.225-7014 Preference for Domestic
Specialty Metals
252.225-7015 Restriction on Acquisition of Hand or Measuring Tools
252.225-7016 Restriction on
Acquisition of Ball and Roller Bearings 252.225-7025 Restriction on acquisition
of forgings (6/1997)
252.225-7033 Waiver of United Kingdom Levies
252.225-7037 Evaluation of Offers for Air Circuit Breakers
252.227-7013 Rights in Technical Data—Noncommercial Items
252.227-7014 Rights in Noncommercial Computer Software and
Noncommercial Computer Software Documentation
252.227-7015 Technical Data— Commercial Items
252.227-7016 Rights in Bid or Proposal Information
252.227-7018 Rights in Noncommercial Technical Data and Computer
Software-Small Business Innovation Research (SBIR) Program
252.227-7019 Validation of Asserted Restrictions—Computer Software 252.227-7020 Rights in Special Works 252.227-7021 Rights in Data—Existing
Works
252.227-7022 Government Rights (Unlimited)
252.227-7023 Drawings and Other Data to become Property of Government 252.227-7026 Deferred Delivery of
Technical Data or Computer Software 252.227-7027 Deferred Ordering of
Technical Data or Computer Software (4/1988)
252.227-7030 Technical Data— Withholding of Payment
252.227-7033 Rights in Shop Drawings 252.227-7034 Patents—Subcontracts 252.227-7037 Validation of Restrictive
Markings on Technical Data
252.228-7005 Accident Reporting and Investigation Involving Aircraft, Missiles, and Space Launch Vehicles 252.231-7000 Supplemental Cost Principles 252.232-7003 Electronic Submission of Payments Requests 252.234-7001 Earned Value Management System 252.235-7003 Frequency Authorization 252.236-7000 Modification Proposals— Price Breakdown 252.239-7016 Telecommunications Security Equipment, Devices, Techniques, and Services
252.242-7005 Cost/Schedule Status Report
252.246-7000 Material Inspection and Receiving Report (20)
252.246-7001 Warranty of Data (4,20) 252.247-7023 Transportation of
Supplies by Sea (27,38,43) 252.247-7024 Notification of
252.249-7002 Notification of Anticipated Contract Termination or Reduction
Notes:
1. “Government” means “Government or Iron Bow” 2. “Government” means “Government or Iron Bow” in paragraph (a).
3. “Government” and “Prime Contractor” mean “Iron Bow”; “Subcontractor” means “Seller.”
4. “Contracting Officer” means “Iron Bow” 5. Paragraphs (a), (b), and (d) only apply. 6. This clause applies if this Agreement exceeds $10,000.
7. This clause applies if this Agreement exceeds $100,000.
8. (a) If the Contracting Officer determines that any price, including profit or fee, negotiated in connection with the Prime Contract or any cost reimbursable under the Prime Contract was increased by any significant sums because Seller or any lower-tier subcontractor furbished cost or pricing data which was not complete, accurate, and current, and as a result, the Prime Contract price is reduced pursuant to the Price Reduction clause in the Prime Contract, or the price of this Agreement is not allowed or accepted in full under the Prime contract (where the Prime Contract is other than firm fixed-price), then the price of the Agreement shall be appropriately reduced and this Agreement shall be modified in writing as may be necessary to reflect such reduction.
(b) Any determination by the Contracting Officer covered by paragraph (a) of this clause shall be binding upon Seller, subject to the “Disputes” clause of this Agreement.
(c) The rights and obligations described in this clause shall survive completion of and final payment under or termination of this Agreement. (d) In paragraph (d), “United States” and “Government” mean “Iron Bow”
9. Paragraph (c) is deleted.
10. In paragraph (a), “Contracting Officer” means “Iron Bow”
11. This clause applies if this Agreement exceeds $500,000.
12. This clause applies if this Agreement is not subject to the Walsh-Healey Act.
13. Iron Bow may withhold or recover from Seller such sums as the Contracting Officer and/or Prime Contractor withholds or recovers from Iron Bow because of liabilities of Seller or its subcontractors under this clause.
14. This clause applies if this Agreement is subject to the Act.
15. This clause applies if this Agreement exceeds $2,500.
16. “Contracting Officer” shall mean “Contacting Officer or Iron Bow”.
17. Seller shall notify Iron Bow of any action taken pursuant to this clause.
18. “Agency,” “Federal Agency,” and “Funding Federal Agency” mean the U.S. Government department or agency which awarded the prime contract under which this Agreement is issued. 19. (a) Any approvals from or submittals to the prime contract Contracting Officer shall be obtained through or made through Iron Bow (b) “Government” shall mean “Government and/or Iron Bow”except in paragraphs (a), (b), (c)(1) and (c)(2), and (h). (c) In paragraph (e)(1), that part which reads“...the Contracting Officer may at any time either return the data to the contractor, or cancel or ignore the markings” is changed to read “...Iron Bow or Contracting Officer may at any time either return the data to the contractor, or cancel or ignore the markings.” (d) Paragraph (e)(4) is deleted in its entirety. (e) Delete paragraph (h) and substitute the following: “Seller has the responsibility to obtain from its subcontractors all data and rights therein necessary to fulfill Seller’s obligations to Iron Bow under this contract. If a subcontractor refuses to accept terms affording the Government such rights, Seller shall promptly bring such refusal to the attention of Iron Bow and not proceed with subcontract award without further authorization.” (f) Alternate II is incorporated in this Agreement. No changes are made in the “limited Rights Notice.” (g) Alternate III is
incorporated in this Agreement. No changes are made in the Restricted Rights Notice.”
20. “Government” means “Iron Bow”
21. Seller shall communicate and otherwise deal directly with the cognizant ACO to the extent practicable and permissible as to all matters relating to Cost Accounting Standards. Seller shall provide Iron Bow with copies of all communications between Seller and the cognizant ACO respecting this clause, provided Seller shall not be required to disclose to Iron Bow such communications containing
information which is privileged and confidential to the Seller. In addition to any other remedies provided by law or under this Agreement, Seller agrees to indemnify and hold Iron Bow harmless to the full extent of any loss, damage, or expense (excluding profit) if Iron Bow is subjected to any liability as the result of a failure of the Seller or its lower-tier subcontractors to comply with the requirements of this clause.
22. In the second sentence, “Government” means “Government or Iron Bow.”
23. (a) Delete paragraph (a), “Definitions,” and insert the paragraph, “(a) Contracting Officer”,
“Administrative Contacting Officer,” and
“Specifically Authorized Representative (SAR)” mean “Iron Bow.” “Government includes Iron Bow.” 24. (a) In paragraphs (a)(1) and (e)(4), “Government” is changed to “Government or Iron Bow.” (b) In paragraph (a) (3), “at Government expense” is changed to “at Iron Bow expense.” (c) In paragraphs (b)(2) and (c)(4), “the Government” is changed to “Iron Bow.” (d) In paragraph (e)(3), “repairs as the Government directs” is changed to “repairs as Iron Bow directs.” (e) In paragraph (f), “The Government”
is changed to “The Government and Iron Bow.” (f) In paragraph (h), “in favor of the Government” is changed to “in favor of Iron Bow”; and “the Government shall not” is changed to “neither the Government nor Iron Bow shall.” (g) In paragraph (h)(4)(i) “or paid to the Government” is changed to “or paid to Iron Bow” (h) In paragraph (j) “the Government” is changed to “the Government or Iron Bow.”
25. (a) In paragraph (a) “The Government makes no” is changed to “Neither the Government nor Iron Bow makes any.” (b) In paragraph (c)(1) “at the
Government’s expense” is changed to “at Iron Bow expense.” (c) In paragraph (c)(2) “the Government” is changed to “the Government or Iron Bow.”
26. “Cognizant Contract Administration Office” and “CAO” mean “Iron Bow.”
27. This clause applies if this Agreement exceeds $25,000.
28. This clause applies if this Agreement may involve international air transportation.
29. (a) “Government” and “Contracting Officer” mean “Iron Bow” except in paragraphs (b)(4), (b)(6), (b)(8), (j)(2), and (j)(3), in which the term “Government” means “Iron Bow or Government.” (b) In paragraph (d), “1 year” is changed to “4 months.”
30. “Government” and “Contacting Officer” mean “Iron Bow,” except in paragraph (a).
31. “Contracting Officer” means “Iron Bow,” except in paragraph (f); “Government” means “Iron Bow.” 32. In paragraph (h), “Contractor” means “Iron Bow.” 33. (a) Any approvals from or submittals to the prime contract Contracting Officer shall be obtained through or made through Iron Bow. (b) In paragraph (c)(1)(i), that part which reads “...shall relieve the Government of liability...” is changed to read “...shall relieve the Government and Iron Bow of liability...” (c) In paragraph (e)(2), “Contracting Officer” means “Iron Bow.” (d) In paragraph (f), “Government” and “Contracting Officer” mean “Iron Bow.” (e) In paragraph (j), “Contracting Officer” means “Iron Bow.” (f) In paragraph (k), “Government” includes “Iron Bow,” except in subparagraph (3). (g) In paragraph (l), “Contracting Officer” means “Iron Bow.”
34. In the first sentence, that part which reads “... the Government may...”is changed to read “... the
Government or Iron Bow may...” 35. Paragraph (d) is completed.
36. Paragraph (c) is unchanged and is informational only.
37. This clause applies only if the Government will maintain all official property records.
38. All requests for authorization from the Contracting Officer shall be made via the Buyer.
39. This clause applies if Seller employees are to serve as procurement officials for another Government agency procurement.
40. “Government” means “Iron Bow,” except in paragraphs (d), (e), and (j).
41. (a) Paragraph (d) is changed in its entirety to read “In addition to the criminal penalties contained in 10
U.S.C. 2408, the Government may consider other available remedies, such as suspension or debarment. Iron Bow may terminate this Agreement at no cost or terminate this contract for default if Seller violates the prohibitions of this clause.” (b) Paragraph (f) is deleted.
42. In paragraph (c), “30 calendar days” is changed to “20 calendar days.”
43. In paragraph (f), “Government” and “Contracting Officer” means “Iron Bow.”
44. (a) If the Contracting Officer determines that any price, including profit or fee, negotiated in connection with the Prime Contract or at any cost reimbursable under the Prime Contract was increased by any significant sums because Seller or any lower-tier subcontractor furnished cost or pricing data that was not complete, accurate, and current, and as a result, the Prime Contract price is reduced pursuant to the Price Reduction clause in the Prime Contract, or the price of this Agreement is not allowed or accepted in full under the Prime Contract (where the Prime Contract is other than firm-fixed price), then the price of the Agreement shall be appropriately reduced and this Agreement shall be modified in writing as may be necessary to reflect such reduction. (b) Any
determination by the Contracting Officer covered by paragraph (a) of this clause shall be binding upon the Seller, subject to the “Disputes” clause of this Agreement. (c) The rights and obligations described in this clause shall survive completion of and final payment under or termination of the Agreement(d) In paragraph (e), “United States” and “Government” mean “Iron Bow.”
45. This clause applies if this agreement exceeds the small purchase limitations in FAR, Part 13. 46. This clause does not apply if FAR 52.225-17 is applicable to this Agreement.
47. This clause applies only if specifically referenced in Part I of this Agreement.
48. This clause applies if special test equipment or components will be acquired or fabricated under this Agreement.
