Supplier Terms & Conditions

NOTE: The terms and conditions outlined in this document apply to all purchase orders issued to the suppliers or sub-contractors of Technical Marketing Systems, Inc. Unless otherwise notified in writing, these clauses will be applied to all open orders.

TABLE OF CONTENTS

Definitions
Acceptance of This Order
Acceptance of Goods and Services
Independent Contractor
Invoices and Payment
Shipping, Packing and Marking
Non-US Origin Shipments
Schedule
Inspection
Warranty
Counterfeit Electronic Parts
Conflict Minerals
Proprietary Information
Buyer’s Property
Release of Information
Intellectual Property
Changes
Access to Records
Termination for Convenience
Termination for Default
Set-Off
Governing Law
Disputes Under This Order
Disputes Under A Government Prime Contract
Indemnification
Design Changes
Export Control
Compliance with Laws
Equal Employment Opportunity Notification of Employee Rights Under Federal Labor Laws
Duty to Proceed
Incorporation of Supplemental Terms and Conditions
Order of Precedence
Assignment/Change of Control
Notices
Survival
Force Majeure
No Third Party Beneficiary
Use of Free, Libre and Open Source Software (FLOSS)
Waiver, Severability and Remedies
Entire Agreement

Definitions – The following definitions apply to this Order and to any supplemental terms and conditions attached to and/or referenced in this Order unless otherwise specifically stated:
1. Buyer: The legal entity issuing this Order.
2. Buyer’s Purchasing Representative: Buyer’s designated purchasing representative
  responsible for issuing this Order and any amendments or changes thereto.
3. Seller: The legal entity that contracts with Buyer under this Order.
4. Order: The contractual instrument of which these terms and conditions are a part.
5. Goods or Services: The products and/or services to be provided by Seller and identified
  in the Order.
6. Government: The United States of America, acting in its contractual capacity.
7. Prime Contract: The contract under which this Order is issued.
8. FAR: The Federal Acquisition Regulation, if applicable.
9. DFARS: The Department of Defense Federal Acquisition Regulation Supplement, if
  applicable.
10. Contracting Officer: The Government official authorized to commit the Government
  contractually under a Government Prime Contract.
11. Days: Means calendar days (unless specified otherwise).
Acceptance of This Order – Seller’s written acknowledgement of the Order, its commencement of any performance under the Order (including, but not limited to, providing any Goods or Services hereunder), or acceptance of any payment under the Order, shall each constitute Seller’s unqualified and irrevocable acceptance of this Order subject solely to these terms and conditions (these “Terms and Conditions”). In the event this Order does not state price or delivery terms, Buyer will not be bound to any prices or delivery terms to which it has not specifically agreed in writing. Any terms or conditions proposed by Seller inconsistent with or in addition to these Terms and Conditions, whether in a quote, delivery document or otherwise, shall be void and of no effect unless specifically agreed to in writing by Buyer’s Purchasing Representative, regardless of whether or not such terms and conditions materially alter this Order and irrespective of any payment by Buyer hereunder.
Acceptance of Goods or Services
1. All Goods or Services provided by Seller under this Order shall be in accordance with the requirements of this Order, including all applicable exhibits and attachments, and shall be subject to rejection if such Goods or Services are nonconforming. No inspection or evaluation performed by Buyer (and/or Buyer’s customer, if applicable) shall in any way relieve Seller or its suppliers of their obligation to furnish all required Goods or Services in strict accordance with the requirements of this Order. If Seller delivers nonconforming Goods or Services, Buyer may, at its option and at Seller’s expense: (i) return the Goods for refund or credit; (ii) require Seller to promptly correct or replace the Goods, or reperform the Services; or (iii) obtain conforming Goods or Services from another source.
2. At Buyer’s sole option, any rejected Goods may be returned for credit or replacement at Seller’s risk and expense, and all handling and transportation expenses, both ways, shall be assumed by Seller. No Goods returned as defective shall be replaced without written authorization from Buyer.
3. Unless otherwise stated in the Order, the acceptance of any Goods or Services will be made by Buyer in writing. It is expressly agreed that payment by Buyer to Seller for Goods or Services provided under this Order shall not constitute acceptance. It is further agreed that nothing in this Order shall require Buyer to accept any Goods or Services prior to acceptance thereof by Buyer’s customer, if applicable.
4. Acceptance shall be conclusive, except for latent defects, fraud, or gross mistakes amounting to fraud.
Independent Contractor – Seller is an independent contractor and the employees, agents, or representatives of Seller are not employees, agents, or representatives of Buyer for any purpose including, but not limited to, federal, state, and local tax obligations, unemployment and worker’s compensation obligations, social security, and any and all other benefits.
Invoices and Payment
1. Seller’s invoices or vouchers shall contain all certifications required by the Order and shall include the invoice date, the Order number, as well as a complete breakout of the prices by line item for the Goods or Services encompassed by the invoice or voucher.
2. Unless otherwise stated in the Order, the price for all Goods or Services provided by Seller is all-inclusive and encompasses any and all federal, state, local or foreign taxes and duties that may be applicable, and all installation, testing, debugging, warranty charges, any and all licenses or use fees, and any other cost of every kind and description associated with Seller’s work.
3. Buyer shall pay Seller after receipt of Seller’s proper invoices or vouchers for Goods or Services delivered and accepted, less any deductions provided for in this Order. Unless otherwise agreed in writing and stated on the face of the Order, payment terms are net forty-five (45) days from (i) delivery of the Goods or completion of the Services, or (ii) receipt of invoice, whichever is later.
4. If the Order is of a Labor Hour or Time-and-Materials (T&M) type, the Seller shall provide reconciliations of billed and paid amounts on a quarterly basis. This report shall be provided to the Buyer’s Purchasing Representative unless otherwise noted.
5. If the Order is of a Labor Hour, T&M, or cost reimbursement type and contains labor category descriptions, each invoice shall contain the following certification signed by the Seller’s authorized representative:
  “This is to certify to the best of my knowledge that the qualifications of the individuals whose labor is being invoiced herein were performed during the period stated and meet the minimum labor category qualifications stated in the Order, including but not limited to any education or experience requirements, for the specific labor category in which their respective hours are being billed.”
Shipping, Packing and Marking
1. Except as otherwise provided on the face of this Order, transportation charges on Goods sold f.o.b. shipping point must be prepaid and invoiced to Seller. Transportation charges on Goods sold f.o.b. destination must be prepaid in all cases. No insurance or premium transportation costs will be allowed unless authorized in writing by Buyer’s Purchasing Representative. Risk of loss to Goods ordered hereunder, regardless of cause, shall be Seller’s responsibility until the Goods have been delivered in compliance with terms of transportation required by this Order. If Seller does not comply with the stated delivery schedule, Buyer may, in addition to any other rights which it may have at law or in equity, require delivery by the most expeditious way, and any charges resulting from the premium transportation shall be fully prepaid and absorbed by Seller. Title to all Goods passes at Buyer’s dock unless otherwise specified in this Order.
2. Seller shall pack, mark and ship all Goods in accordance with the requirements of this Order and in compliance with all applicable transportation regulations and good commercial practice for protection against damage from weather and shipment, including any applicable federal, state and local laws and regulations for the packaging, labeling, transportation and shipping of hazardous materials. Seller shall secure the most advantageous transportation services and rates consistent therewith. No separate or additional charge shall be payable by Buyer for containers, crating, boxing, handling, storage or any other services unless specifically stated in this Order or otherwise agreed to by Buyer in writing. Seller shall mark each container with the number of this Order and shall enclose a packing slip with this Order number in an envelope attached to each container. Damage resulting from improper packing or shipping will be charged to Seller.
3. Acceleration of delivery is not authorized unless specified in writing by Buyer’s Purchasing Representative.
4. Buyer reserves the right to refuse or return at Seller’s risk and expense any shipments made in excess of the quantities stipulated in the Order or received in advance of the required delivery schedule, or to keep the Goods received in advance of the required delivery schedule and defer payment as if the delivery was made per the required delivery schedule.
Non-US Origin Shipments
1. For any Order issued to a Seller domiciled within the United States, the expectation is that Goods will ship to Buyer from the Seller’s facility within the United States. Unless otherwise specified in the Order, any shipments originating outside the customs territory of the United States will import under the terms of sale Delivered Duty Paid (DDP) Buyer facility Incoterms 2020. Seller shall communicate its customs clearance instructions to its international third-party supplier prior to arrival into the United States to avoid any delays in delivery to Buyer. Under no circumstances shall Buyer be listed as the importer of record (or consignee for shipments delivered via courier) on customs documents for any Orders shipped directly to Buyer from a foreign location and Seller expressly agrees to accept all liability associated with said customs entries for any such Orders.
2. For any Order issued to a Seller domiciled outside the United States, the expectation is that Seller will deliver the Goods, cleared for export, at the Seller’s facility. Unless otherwise specified in the Order, any shipments originating outside the customs territory of the United States will import under the terms of sale Free Carrier (FCA) Seller facility Incoterms 2020. Under no circumstances shall Buyer be listed as the exporter of record and Seller expressly agrees to accept all liability associated with any export duties, taxes and customs clearance.
Schedule – Seller shall strictly comply with the delivery or performance schedule specified in the Order. No acts of Buyer, including without limitation acceptance of late deliveries or performance, shall constitute a waiver of this provision. Seller shall immediately notify Buyer in writing of any actual or potential delay in the deliveries or performance of this Order and such notice shall include the actions being taken to overcome or minimize the delay and a revised schedule using the Seller’s best efforts; provided, however, that Buyer’s receipt of such notice shall not constitute a waiver of Buyer’s rights to timely deliveries and performance and remedies for any late deliveries or performance. Buyer reserves the right to cancel this Order without incurring any liability to Seller and without waiving any other remedies available if delivery or performance, as specified in the Order or on Buyer’s written shipping authorizations, is not completed.
Inspection – Buyer (and Buyer’s customer, if applicable) through any authorized representatives, has the right at all reasonable times and places to inspect and test the Goods or Services being supplied under this Order, including those provided by Seller’s suppliers. Buyer assumes no contractual obligation to perform any inspection or test unless otherwise specifically set forth in the Order. Buyer’s failure to inspect or test any Goods or Services shall not relieve Seller from responsibility for any defective or nonconforming Goods or Services. If any inspection or evaluation is made by Buyer or its customer on the premises of Seller or any of Seller’s suppliers, Seller or its suppliers shall provide at no additional charge reasonable access to facilities and assistance for the safety and convenience of the personnel conducting any inspection or test. Seller shall maintain proper inspection records, which shall be made available to Buyer upon request.
Warranty
1. Seller warrants to Buyer, its successors and assigns, that all Goods provided hereunder shall be (i) merchantable, (ii) free from defects in material and workmanship, (iii) free from defects in design (unless the Goods are provided in accordance with Buyer’s design specifications), (iv) suitable for the purposes intended, (v) in compliance with all applicable specifications, drawings, and performance requirements, and that all Services provided hereunder shall be (i) free from defects in workmanship, (ii) suitable for the purposes intended, (iii) performed in a professional and workmanlike manner, and (iv) in compliance with all applicable specifications, drawings, and performance requirements. In addition, if this Order is for delivery of Goods, Seller shall also comply with all applicable warranties contained in Article 2 of the Uniform Commercial Code (Sale of Goods), in accordance with the governing law at Article 22.
2. If any nonconformity under this warranty appears within one (1) year after final acceptance of the Goods or Services, Seller shall, at Buyer’s option, either (i) promptly and diligently repair, replace or correct (by re-performance or otherwise) such nonconformity at no cost to Buyer (including any transportation costs associated therewith), or, for Goods only, (ii) accept return of the Goods for credit or refund. If any repair, replacement or correction is not made in a timely manner to Buyer’s satisfaction, then the Buyer may, at its election and in addition to any other remedies available to Buyer at law or in equity, correct or have corrected such nonconformity at Seller’s expense.
Counterfeit Electronic Parts
1. For purposes of this Article, the term “electronic part” means an integrated circuit, a discrete electronic component (including, but not limited to, a transistor, capacitor, resistor, or diode) or a circuit assembly and includes any embedded software or firmware. The term “counterfeit electronic part” means an unlawful or unauthorized reproduction, substitution, or alteration that has been knowingly mismarked, misidentified, or otherwise misrepresented to be an authentic, unmodified electronic part from the original manufacturer, or a source with the express written authority of the original manufacturer or current design activity, including an authorized aftermarket manufacturer. Unlawful or unauthorized substitution includes used electronic parts represented as new, or the false identification of grade, serial number, lot number, date code, or performance characteristics. For purposes of this Article 11, the term “counterfeit electronic part” also means an electronic part for which credible evidence (including, but not limited to, visual inspection or testing) provides reasonable doubt that the electronic part is authentic.
2. Seller shall only purchase electronic parts to be delivered or incorporated in the Goods to Buyer directly from the Original Component Manufacturer (OCM)/Original Equipment Manufacturer (OEM) or through an OCM/OEM authorized distribution chain. Seller shall not acquire any electronic parts from independent distributors or brokers without the Buyer’s prior written approval. Seller shall promptly notify Buyer in writing with all relevant information if Seller becomes aware or suspects that it has furnished any counterfeit electronic parts under the Order. When requested by Buyer, the Seller shall provide all relevant OCM/OEM documentation that authenticates the traceability of the affected items to the applicable OCM/OEM.
3. Seller shall establish and maintain an acceptable counterfeit electronic part detection and avoidance system. Seller shall also quarantine any counterfeit electronic parts and make them available for investigation by appropriate government authorities. Any suspected counterfeit electronic parts shall not be returned to the supply chain unless and until such parts are determined to be authentic.
4. This Article applies in addition to any quality provision, specification, statement of work or other provision included in or incorporated into this Order addressing the authenticity of the electronic part. To the extent any such provisions conflict with this Article, this Article prevails.
5. Seller shall not deliver any counterfeit electronic parts under this Order. If any counterfeit electronic parts are delivered or incorporated in the Goods under this Order, Seller shall, at its expense, promptly replace such counterfeit electronic parts with electronic parts conforming to the requirements of this Order. Notwithstanding any other provisions in this Order, the Seller shall be liable for all costs relating to or associated with such counterfeit electronic parts including, without limitation, the Buyer’s costs of removing any counterfeit electronic parts, of installing replacement electronic parts and of any testing necessitated by the reinstallation of electronic parts after the counterfeit electronic parts have been replaced. The remedies contained in this Article are in addition to any remedies available to Buyer at law, in equity or under any other provision of this Order.
6. Seller shall include this Article or an equivalent provision in any purchase orders or lower-tier subcontracts for the delivery of electronic parts that will be included in or incorporated in the Goods provided to Buyer hereunder.
Conflict Minerals
1. Consistent with the U.S. public policy underlying the enactment of Section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Act”), the Seller recognizes the significant risks associated with sourcing tin, tantalum, tungsten and gold (hereinafter the “Conflict Minerals”) from the Democratic Republic of the Congo and adjoining countries (the “Conflict Region”).
2. Seller shall not knowingly provide any Goods containing Conflict Minerals from the Conflict Region.
3. Seller shall adopt (or already have in place) policies and processes to (i) conduct a reasonable inquiry into the country of origin of any Conflict Minerals incorporated into any Goods provided under the Order, (ii) conduct due diligence of its supply chain, as necessary, to determine if any Conflict Minerals from the Conflict Region are incorporated into any Goods provided under the Order, and (iii) promptly notify Buyer if any Conflict Minerals from the Conflict Region are incorporated into any Goods provided under the Order. The Seller shall fully cooperate (at no cost to Buyer) with any inquiries conducted by Buyer or its customers to ensure compliance with this Article including, but not limited to, completing any applicable disclosure forms or surveys.
Proprietary Information
1. All specifications, information, data, drawings, software and other items furnished by Seller under the Order that are clearly marked with a restrictive or proprietary designation shall be handled by Buyer on a proprietary basis, but may be used and/or disclosed by Buyer solely for the purposes of Buyer’s contract with its customer. Seller agrees to promptly notify Buyer in writing of any pre-existing patents or any other similar form of protection which Seller may hold or know of which relates to the Goods or Services to be provided under this Order.
2. If any pre-existing patents, inventions, copyrights, technology, designs, works of authorship, mask works, technical information, software, or other information or data of Seller (hereinafter “Seller’s Intellectual Property”) are used, included, or contained in the Goods or Services provided hereunder, Seller grants Buyer an irrevocable, transferable, non-exclusive, world-wide, royalty-free license to use Seller’s Intellectual Property with such Goods or Services.
3. Unless otherwise expressly agreed in writing to the contrary, and subject to any rights by the Government, all specifications, information, data, drawings, software and other items which are (i) supplied to Seller by Buyer or (ii) obtained or developed by Seller and paid for by Buyer under this Order, shall be the exclusive property of Buyer, shall be maintained by Seller as proprietary to Buyer, shall be used only for purposes of providing Goods or Services to Buyer pursuant to this Order, and shall not be disclosed to any third party without Buyer’s prior written consent. All such items supplied by Buyer shall be promptly returned to Buyer on request or upon completion or earlier termination of this Order. Nothing herein shall be construed or interpreted to limit or restrict the rights of the Government in or to any specifications, information, data, drawings or software in accordance with applicable FAR and DFARS Clauses.
Buyer’s Property
1. All information, such as specifications and designs, as well as all drawings, tools, jigs, dies, fixtures, materials, and other items supplied or paid for by Buyer (hereinafter the “Buyer’s Property”) shall be and remain the sole property of Buyer, and Buyer shall have the right to enter Seller’s premises on a non-interference basis and remove any such property and Seller’s records with respect thereto at any time without being liable for trespass or for damages of any sort.
2. Unless the Buyer otherwise consents in writing, the Buyer’s Property shall be used only in the performance of this Order and Seller may not use the Buyer’s Property to provide any goods or services to any third party. Nothing herein shall be construed or interpreted to limit or restrict the rights of the Government in or to the Buyer’s Property in accordance with applicable FAR and DFARS Clauses.
3. Seller shall protect and maintain the Buyer’s Property in its possession or control and shall be responsible for all loss or damage thereto, except for normal wear and tear.
Release of Information – Seller shall not publish or distribute any information developed under this Order nor make any news release about the existence or subject matter of this Order without Buyer’s prior written consent.
Intellectual Property
1. Seller warrants that the Goods delivered or Services performed under this Order which are not of Buyer’s design specifications shall be free and clear of infringement or misappropriation of any patent, copyright, trademark or other third party intellectual property rights. Except to the extent the Government assumes liability therefor, Seller shall indemnify, defend and hold Buyer and its officers, directors, employees, affiliates, customers, successors and assigns harmless from any and all expenses, liability and loss of any kind (including all costs and expenses including reasonable attorneys’ fees) arising out of claims, suits or actions alleging such infringement or misappropriation, including proceedings under 28 U.S.C. § 1498, which claims, suits or actions Seller agrees to defend with counsel acceptable to Buyer. The Buyer agrees to give Seller written notice of any such suit or action promptly after such notice is received and Seller agrees to conduct, at its own expense, the entire defense thereof. Seller shall pay or reimburse all costs and expenses incurred by Buyer in enforcing this indemnity, including attorneys’ fees.
2. Seller further agrees at its expense to indemnify, hold harmless and defend Buyer against all liens, security interests, and/or encumbrances whatsoever asserted against such Goods by others. To the extent that the Goods delivered hereunder are manufactured pursuant to Buyer’s design specifications, Seller hereby assigns to Buyer, without reservation, all patent rights, copyrights and trademark rights relating to the Goods and all related documents, models, computer drawings and other electronic expression, photographs, drawings, specifications or other materials (“Protected Materials”). Buyer, in turn, grants to Seller a non-exclusive, non-transferable license to reproduce the Protected Materials for purposes related solely and directly to the Seller’s performance of its obligations to Buyer hereunder. No other Protected Materials may be reproduced for any other purpose without the express written permission of Buyer. This non-exclusive license shall terminate immediately upon termination of the Order. Nothing herein shall be construed or interpreted to limit or restrict the rights of the Government in or to the Protected Materials in accordance with applicable FAR and DFARS Clauses.
3. Seller shall replace or modify any infringing Goods with comparable Goods acceptable to Buyer of substantially the same form, fit and function to remove the source of infringement, and shall extend this provision to such comparable Goods. If the use or sale of any of the above items is enjoined as a result of such claim, suit or action, Seller, at no expense to Buyer, shall obtain for Buyer and Buyer’s customers the right to use and sell the items.
4. Any invention or intellectual property first made, developed or conceived by Seller in the performance of this Order and/or which is derived from or based on the use of information supplied by Buyer, in whole or in part, alone or with others, shall be the sole property of Buyer, and Seller hereby conveys, transfers and assigns to Buyer all rights, title and interest in and to any such invention or intellectual property. Any original works of authorship created by Seller hereunder are considered “works made for hire” under U.S. Copyright Law (17 U.S.C. §101). This Order shall operate as an irrevocable assignment from Seller to Buyer of all rights to such inventions or intellectual property including all rights, title and interest throughout the world.
Changes
1. Buyer, by written notice, shall have the right at any time to (i) suspend all or any portion of Seller’s work for a period up to one hundred (100) Days, and/or (ii) make changes within the general scope of this Order that affect any one or more of the following:
  1. drawings, designs, specifications or quantities of Goods or Services to be provided hereunder;
  2. statement of work or description of Services;
  3. method of shipment or packing;
  4. time or place of performance, inspection, delivery, or acceptance of Goods or Services; and
  5. amount of any Buyer-furnished or customer-furnished property or facilities.
2. If any such suspension or change causes a change in the cost of, and/or time required for, performance of this Order, an equitable adjustment shall be made in the price or delivery schedule, or both, and this Order shall be modified in writing accordingly. Any claim by Seller for such an adjustment must be made in writing within twenty (20) Days from the date of receipt of a written order from Buyer’s Purchasing Representative directing such change (or 20 Days after the expiration/termination of the suspension).
3. Nothing in this clause, including any disagreement with Buyer as to any equitable adjustment, shall excuse Seller from proceeding with this Order as changed. Any disagreement between the parties arising out of this clause shall be resolved in accordance with the clause entitled “Disputes Under This Order.”
4. If this Order is placed under a Government Prime Contract, any equitable adjustment hereunder shall be in accordance with the cost principles enunciated in FAR Part 31 in effect as of the date thereof (as amended).
5. No constructive changes: Any information, advice, approvals or instructions given by Buyer’s technical personnel or other representatives shall be deemed expressions of personal opinion only and shall not affect Buyer’s and Seller’s rights and obligations hereunder, and shall not be the basis for an equitable adjustment, unless set forth in a writing signed by Buyer’s Purchasing Representative which expressly states that it constitutes an amendment or change to this Order.
Access to Records – Buyer, and, if applicable, the Government, shall have access to all technical and quality records of Seller’s performance hereunder. Nothing herein shall be construed or interpreted to limit or restrict the rights of the Government to audit Seller’s records in accordance with any applicable FAR and DFARS Clauses.
Termination for Convenience
1. Buyer, by written notice, may terminate this Order at any time, in whole or in part, without cause and/or for Buyer’s convenience, and such termination shall not constitute a default. In such event, Buyer shall have all rights and obligations accruing both at law and in equity, including Buyer’s rights to title and possession of any Goods for which payment has been made. Seller shall be reimbursed for any actual, reasonable, substantiated and allowable costs, plus a reasonable profit, for work performed to date of termination. In no event shall the amount of any such reimbursement exceed the then-current value of the Order. Buyer may take immediate possession of all work so performed upon notice of termination.
2. Any termination settlement proposal shall be submitted to Buyer within sixty (60) Days from the effective date of the termination. If Seller fails to submit a termination settlement proposal within this time period, or any extension thereof granted by Buyer in writing, then Seller irrevocably and forever waives and releases any termination claim.
3. If this Order is terminated as a result of the termination for convenience of Buyer’s Government Prime Contract, then the rights, duties, and obligations of the parties shall be determined in accordance with the applicable termination for convenience clause incorporated into this Order by the Supplemental Terms and Conditions.
Termination for Default
1. Buyer may, by written notice of default to Seller, terminate thisOrder in whole or in part if Seller fails to (i) deliver the Goods or perform the Services within the time specified in this Order or any extension thereof granted by Buyer in writing, (ii) perform any of the other provisions or meet any of the requirements of this Order, or (iii) make progress so as to endanger performance of this Order in accordance with its terms and, in either of the second or third circumstances, does not cure such failure within ten (10) Days after receipt of written notice thereof from Buyer (or such longer period as the Buyer may authorize in writing).
2. If Buyer terminates this Order in whole or in part it may acquire, upon such terms as it deems appropriate, Goods or Services similar to those terminated. Seller shall be liable to Buyer for any excess cost for such similar Goods or Services, provided, however, that Seller shall continue performance of this Order to the extent not terminated hereunder and, provided further, that Buyer shall pay the price set forth in this Order for completed Goods or Services delivered and accepted.
3. The rights and remedies of Buyer in this Article are in addition to any other rights and remedies provided by law or in equity, or under this Order.
4. If, after termination hereunder, it is later determined that Seller was not in default, then the rights and remedies of the parties shall be as if the Order was terminated for convenience under Article 19.
Set-Off – Buyer shall be entitled at all times to set-off any amount owing at any time from Seller to Buyer against any amount payable at any time by Buyer to Seller.
Governing Law – This Order shall be enforced and interpreted in accordance with the laws of the State of New York, without regard to the conflict of law rules thereof. This Order excludes the application of the 1980 United Nations Convention on Contracts for the International Sale of Goods
Disputes Under This Order – The parties shall attempt to amicably resolve all disputes arising from or related to this Order. If the parties are unable to resolve a dispute within a reasonable time, then the parties may agree upon alternate dispute resolution, or the dispute shall be adjudicated exclusively in a court of competent jurisdiction in the State from which this Order is issued as shown on the first page thereof, applying the governing law stated in Article 22. Seller hereby submits to the exclusive jurisdiction of the courts of such State and shall not raise any objection thereto (whether procedural, substantive or based on convenience). The parties voluntarily and irrevocably waive any and all rights to a trial by jury in any action arising out of or relating to this Order. Pending resolution or settlement of any dispute hereunder, Seller shall proceed diligently as directed by Buyer with the performance of this Order.
Disputes Under A Government Prime Contract
1. If the Contracting Officer of Buyer’s Government Prime Contract by a final decision interprets any provision or requirement of Buyer’s Prime Contract, and the same or substantially similar provision or requirement is contained in this Order, such interpretation shall be binding between Buyer and Seller, provided that Buyer affords Seller the opportunity to appeal such decision in Buyer’s name, and provided further that Seller provides Buyer any and all information requested by Buyer to justify Buyer’s verifying, supporting, or providing any and all certifications required by the Contract Disputes Act of 1978, 41 U.S.C. Chapter 71. Any such appeal brought by Seller shall be at the sole expense of Seller, who shall be solely responsible for the prosecution of such appeal. If Seller so appeals, Seller shall, upon Buyer’s written request, provide Buyer with advance copies of papers to be filed in such appeal and such other information, consultation, and opportunity to participate in the appeal as Buyer may request. As used in this provision, the term “appeal” shall include any and all proceedings taken by Seller under this provision before any board of contract appeals or federal courts.
2. If Seller asserts a claim against Buyer for either damages or an equitable adjustment in a situation where the facts constituting such claim would also support a claim by Buyer against Buyer’s customer, prior to initiating any action or suit on such claim against Buyer in any court, if Buyer so authorizes, Seller shall pursue, to exhaustion of its administrative and judicial remedies, such claim in Buyer’s name and at Seller’s cost against Buyer’s customer.
3. Any claims or disputes involving the Government will be governed solely by federal law.
4. Except as may be expressly set forth with the Contracting Officer’s prior written consent, the Seller shall not acquire any direct claim or direct course of action against the Government.
5. Any reference to the “Disputes” clause in any applicable FAR or DFARS Clause incorporated into this Order shall mean this Article 24.
Indemnification – In addition to any other indemnification provision in these Terms and Conditions, Seller shall indemnify, defend and hold harmless Buyer, its officers, directors, employees, affiliates, customers, successors and assigns, from any and all claims, liabilities, losses, damages, costs, and expenses, including reasonable attorneys’ fees, for --
(1) any (a) injury to any person, (b) damage to any property, or (c) violation of any applicable laws or regulations, arising from or related to Seller’s (or Seller’s subcontractors) performance of work in connection with this Order; or
(2) any negligent, reckless or willful act or omission by Seller hereunder; or
(3) Seller’s breach of any warranty or representation hereunder; or
(4) any civil or criminal penalty or fine incurred by Buyer, which is caused to any extent by Seller, its employees, agents, representatives, suppliers, or subcontractors.
Design Changes – During performance of this Order, Seller shall not make any changes in the design of Goods to be furnished under this Order without the prior written approval of Buyer’s Purchasing Representative. This applies whether or not there is a cost impact associated with the change and regardless of the type of change involved, including product improvements.
Export Control
1. Seller agrees to comply fully with all applicable laws and regulations of Seller’s country and of the United States pertaining to the export of any hardware, software, defense service, information or technical data provided by, through, or with the cooperation of the Buyer in the performance of this Order, whether in the United States or abroad. This Order may involve information or items that are subject to the International Traffic in Arms Regulations (ITAR) or Export Administration Regulations (EAR) and that may not be released to Foreign Persons inside or outside the United States without the proper export authority.
2. The ITAR defines a “Foreign Person” as any person who is not a U.S. citizen, a lawful permanent resident as defined by 8 USC 1101(a)(20), or a protected individual as defined by 8 USC 1324b(a)(3). Foreign Person is also defined as a corporation, a business, an association, a partnership, or any other entity that is not incorporated or organized to do business in the United States including international organizations, foreign governments, and any agency or subdivision of foreign governments (e.g., diplomatic missions).
3. Seller further agrees that it will not export or re-export, directly or indirectly, any hardware, software, defense service, information or technical data provided by, through, or with the cooperation of Buyer, to any Foreign Person, including persons employed by or associated with, or under contract with, Seller or Seller’s lower-tier suppliers without the prior written consent of Buyer and without first obtaining any required export license or other approval.
4. If Seller participates in the performance of this Order at Buyer’s facilities, Seller shall inform Buyer in advance in writing of the country of citizenship (or countries, in the case of dual citizenship) of each Foreign Person employee, agent, or representative of Seller or of Seller’s suppliers prior to such person being allowed access to Buyer’s facilities. Seller’s Foreign Person employees, suppliers, agents, or representatives shall not participate in the performance of this Order at Buyer’s facilities without Buyer’s prior written consent, and such consent may be subject to any applicable security or export license approvals.
5. Seller shall comply with the registration requirements of the ITAR at 22 CFR §122.1, as applicable.
6. Seller represents that neither Seller nor any parent, subsidiary or affiliate of Seller is included on any of the restricted party lists maintained by the Government. Seller shall promptly notify Buyer in writing if Seller is, or becomes, listed in any Restricted or Denied Parties List or if Seller’s export privileges are otherwise denied, suspended or revoked in whole or in part by any Governmental authority.
7. Seller shall include Sections A through G or equivalent provisions in all lower tier subcontracts for any items that will be included in or delivered as Goods to Buyer.
8. Seller shall indemnify and hold Buyer harmless for all claims, demands, damages, costs, fines, penalties, attorneys’ fees and other expenses arising or resulting from Seller’s failure to comply with this clause.
Compliance with Laws – Seller shall comply with the applicable provisions of all federal, state, and local laws and ordinances and all lawful orders, rules, and regulations thereunder, and such compliance shall be a material requirement of this Order. If Buyer incurs any costs, damages or penalties as a result of a violation of any applicable laws or regulations by Seller, its directors, officers, employees, agents, suppliers or subcontractors at any tier, Buyer may, in addition to any rights or remedies available at law or in equity, make a corresponding reduction of any amounts due under this Order or demand payment thereof from Seller.
Equal Employment Opportunity; Notification of Employee Rights Under Federal Labor Laws
1. As applicable, the provisions of the Equal Opportunity Clauses pursuant to Section 202 of Executive Order 11246, as amended, and 41 CFR Section 60-1.40; as well as 29 CFR Part 471, Appendix A to Subpart A, are herein incorporated by reference. Further, if Seller (1) is not otherwise exempt as provided by 41 CFR 60-1.5, (2) has 50 or more employees, and (3) has a contract, subcontract or purchase order amounting to $50,000 that is necessary to the completion of a covered federal contract or subcontract, Seller is hereby notified of its obligations to file EEO Standard Form 100 and to prepare an affirmative action plan(s) as required under the regulations set forth above.
2. Buyer and Seller shall abide by the requirements of 41 CFR §§ 60-300.5(a) and 60741.5(a). These regulations prohibit discrimination against qualified individuals on the basis of protected veteran status or disability, and require affirmative action by covered prime contractors and subcontractors to employ and advance in employment qualified protected veterans and individuals with disabilities.
Duty to Proceed – Except as expressly authorized in writing by Buyer’s Purchasing Representative, the failure of Buyer and Seller to reach agreement with respect to any dispute relating to or arising under this Order shall not excuse Seller from proceeding diligently with the performance required by this Order.
Incorporation of Supplemental Terms and Conditions – If this Order is placed under a Government Prime Contract, then the clauses set forth by citation in the Supplemental Terms and Conditions, attached as Supplement 1 and, if applicable, Supplement 2, are incorporated by reference into this Order with the same force and effect as though set out in full text herein.
Order of Precedence
1. In the event of any inconsistency or conflict between or among the provisions of this Order, such inconsistency or conflict shall be resolved by the following descending order of precedence: (i) Supplement 1 (FAR Clauses) and Supplement 2 (DFARS Clauses), if and to the extent applicable; (ii) Typed provisions set forth in this Order; (iii) Documents incorporated by reference on the face page(s) of this Order; (iv) These Terms and Conditions, and any additional terms and conditions set forth on the reverse side of the Order; (v) The Statement of Work; and (vi) Specifications attached to this Order or incorporated by reference. Buyer’s specifications shall prevail over any specifications of Seller.
2. In the event of conflict between specifications, drawings, samples, designated type, part number, or catalog description, the specifications shall govern over drawings, drawings over samples (whether or not approved by Buyer), and samples over designated type, part number, or catalog description. In cases of ambiguity in the specifications, drawings, or other requirements of this Order, Seller shall, before proceeding, consult Buyer’s Purchasing Representative, whose written interpretation shall be final and binding on the parties.
Assignment/Change of Control
1. Seller shall not sell, assign, novate, or in any manner transfer this Order or its rights, duties, and obligations under this Order without first obtaining the written consent of Buyer’s Purchasing Representative. Any attempted assignment without such consent shall be void. The foregoing shall not apply to an assignment to any successor entity in the event Seller only changes its name. Notwithstanding the foregoing, in the event of an approved sale, assignment or transfer as provided hereunder, Seller shall remain liable, jointly and severally, to Buyer for all obligations arising under or resulting from this Order.
2. Absent Buyer’s prior written consent, a change of control of Seller shall constitute an impermissible assignment.
Notices – All notices required or permitted to be sent by either party shall be deemed sufficiently given when delivered by hand delivery or sent by email (with confirming receipt), recognized overnight courier service or certified mail, return receipt requested, to the other party at the address shown on the first page of this Order for each party and to the attention of the individual who executes this Order on behalf of the party to whom the notice is sent. All notices shall be deemed given (i) on the date of delivery if delivered by hand or sent by email (with confirming receipt), (ii) on the next business day if sent by recognized overnight courier service, or (iii) on the third business day following the date sent by certified mail, return receipt requested. Either party may designate, in writing, a different manner of address for notices under this Order.
Survival – Each party’s rights and obligations under the Warranty, Counterfeit Electronic Parts, Conflict Minerals, Proprietary Information, Buyer’s Property, Intellectual Property, Access to Records, Set-Off, Governing Law, Disputes, Indemnification, Use of Free, Libre and Open Source Software (FLOSS), and Waiver, Severability and Remedies provisions of this Order shall survive completion or any earlier termination of this Order.
Force Majeure – Neither Buyer nor Seller shall be liable for failure to perform under this Order if such failure is due to events which are beyond the reasonable control and without the fault or negligence of such party, and which intervene after the issuance of this Order and impede its performance, provided such failure to perform shall only be excused for the duration of such intervening event and shall be subject to the Buyer’s right to terminate this Order pursuant to Article 19. Examples of such Force Majeure events include, but are not limited to: a strike or labor dispute, war or act of war (whether or not an actual declaration thereof is made), insurrection, riot or civil commotion, act of public enemy, fire, flood, or other act of God, or any act of a governmental authority (including export restrictions). The party wishing to claim relief by reason of any of the said circumstances shall notify the other party in writing without delay on the intervention and cessation thereof. Buyer may reasonably adjust the delivery schedule due to the existence of a Force Majeure event. If Seller is the affected party, Seller shall notify Buyer within five (5) business days of the expected delay due to Force Majeure and include a detailed mitigation plan to lessen the impact thereof.
No Third Party Beneficiary – This Order has been entered into solely for the benefit of the parties and is not intended to create any legal, equitable, or beneficial interest in any third party, or to vest in any third party any interest with respect to the enforcement or performance of this Order. The parties agree no third party has any legal interest in this Order, or in any dispute arising hereunder, and that no third party is a necessary or indispensable party to any action or proceeding for the resolution of any such dispute. The parties further agree not to assert in any such action or proceeding that any third party is necessary or indispensable to such action or proceeding or to a determination of the relief to be granted therein.
Use of Free, Libre and Open Source Software (FLOSS)
1. This Article only applies to Goods or Services that include the delivery of software (including software contained or residing in hardware).
2. Seller shall disclose to Buyer’s Purchasing Representative in writing any FLOSS that will be used or delivered in connection with this Order and shall obtain Buyer’s prior written consent before using or delivering any FLOSS in connection with this Order. Buyer may withhold such consent in its sole discretion.
3. The term "FLOSS License" means the General Public License (GPL), Lesser/Library GPL, (LGPL), the Affero GPL (APL), the Apache license, the Berkeley Software Distribution (BSD) license, the MIT license, the Artistic License (e.g., PERL), the Mozilla Public License (MPL), or variations thereof, including without limitation licenses referred to as "Free Software License", “Open Source License”, “Public License”, or “GPL Compatible License.”
4. The term "FLOSS" means software that incorporates or embeds software in, or uses software in connection with, as part of, bundled with, or alongside any (1) open source, publicly available, or "free" software, library or documentation, or (2) software that is licensed under a FLOSS License, or (3) software provided under a license that (a) subjects the delivered software to any FLOSS License, or (b) requires the delivered software to be licensed for the purpose of making derivative works or be redistributable at no charge, or (c) obligates Buyer to sell, loan, distribute, disclose or otherwise make available or accessible to any third party (i) the delivered software, or any portion thereof, in object code and/or source code formats, or (ii) any products incorporating the delivered software, or any portion thereof, in object code and/or source code formats.
5. Seller shall include this Article or an equivalent provision in all lower tier subcontracts for any items that will be included in, or delivered as, Goods or Services to Buyer hereunder.
6. Absent Buyer’s prior written consent under Section B., Seller shall defend, indemnify, and hold harmless Buyer and its customers from and against any claims, damages, losses, costs, penalties, and expenses, including reasonable attorneys’ fees, relating to the use or delivery of FLOSS in connection with this Order. No other provision in this Order shall be construed to limit Seller’s liability for the unauthorized use or delivery of FLOSS hereunder.
Waiver, Severability and Remedies
1. The failure or delay of either party to insist on performance of any provision of this Order, or to exercise any right or remedy available hereunder, shall not be construed as a waiver of that provision, right, or remedy in any later instance. Further, if any provision of this Order is or becomes void or unenforceable by operation of law, the remaining provisions shall be valid and enforceable.
2. Unless otherwise expressly stated herein, the rights and remedies of both parties hereunder shall be in addition to their rights and remedies available at law or in equity; provided, however, that in no event shall Buyer be liable to Seller for any anticipatory profits or for any special (including multiple or punitive), indirect, incidental, or consequential damages howsoever arising.
Entire Agreement – This Order, including any attachments and documents incorporated by reference, constitutes the entire agreement between the Buyer and Seller, and supersedes all prior representations, agreements, understandings, and communications between Buyer and Seller related to the subject matter of this Order, whether oral or written.

Supplement 1 – Federal Acquisition Regulation (FAR) Clauses

When the products or services furnished are for use in connection with a U.S. Government prime contract or subcontract, in addition to the DRS General Purchase Order Terms and Conditions, the following clauses shall apply, as required by the terms of the prime contract or by operation of law or regulation. The effective version of each Federal Acquisition Regulation (hereinafter “FAR”) clause shall be the same version as that which appears in Buyer’s prime contract (as amended) or higher tier subcontract (as amended) under which this Order is a subcontract. For the acquisition of commercial items under Orders placed in support of, and charged to, a U.S. Government prime contract or subcontract, the only FAR clauses that are required by FAR 52.244-6 are those annotated with * after the FAR clause number. For the definition of a commercial item see FAR 2.101.
In the event of a conflict between these FAR clauses and the General Terms and Conditions of Purchase, the FAR clauses shall control.
Seller shall insert these clauses in selected lower tier subcontracts, either verbatim or in substance, and by incorporation-by-reference or otherwise as appropriate.
In all clauses listed herein, the terms “Government,” “Contracting Officer,” and “Contractor” shall be deemed revised to suitably identify the contracting parties herein and effect the proper intent of the clause except where further clarified or modified below. The clauses identified by ** after the title shall have their original meaning as written in the FAR; when identified by *** after the title the terms “Government” and “Contracting Officer” shall also mean Buyer and Buyer’s Purchasing Representative. “Subcontractor,” however, shall mean “Seller’s subcontractor” under the Order. Note: the terms “Government” and “Contracting Officer” do not change in the following circumstances: (i) when a right, authorization, or obligation can be granted or performed only by the Government, or a Contracting Officer or his/her duly authorized representative; (ii) in the phrases Government property, Government-furnished property, and/or Government-owned property; (iii) when title to property is to be transferred directly to the Government; (iv) in any clauses relating to the audit of Seller’s financial records; and (v) in any clauses relating to patent rights, or rights in technical data or computer software.
If any FAR clauses do not apply to a specific Order due to the subject matter thereof, such clauses are considered self-deleting. {Note: This self-deleting process does not apply to the CAS Clauses in Section L.}
1. Applicable to all Purchase Orders:
  52.203-15* Whistleblower Protection Under the American Recovery and Reinvestment Act of 2009
  52.203-19* Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements
  52.204-2 Security Requirements** (applies to Orders that involve access to classified information)
  52.204-9 Personal Identity Verification of Contractor Personnel (applies to Orders where Seller will have physical access to a federally-controlled facility or access to a Federal information system)
  52.204-21* Basic Safeguarding of Covered Contractor Information Systems (applies to Orders if Seller may have Federal contract information residing in or transitioning through its information system; inapplicable to Orders for commercially available off-the-shelf items)
  52.204-23* Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab and Other Covered Entities
  52.204-25* Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment
  52.208-8 Required Sources for Helium and Helium Usage Data (only applies to Orders that involve a major helium requirement)
  52.211-5 Material Requirements (only applies to non-commercial items) 52.211-15 Defense Priority and Allocation Requirements (applies to rated Orders)
  52.212-5 Contract Terms Required to Implement Executive Orders – Commercial Items
  52.222-21* Prohibition of Segregated Facilities 52.222-22 Previous Contracts and Compliance Reports 52.222-26* Equal Opportunity
  52.222-41 Service Contract Act Labor Standards
  52.222-50* Combating Trafficking in Persons (include Alternate I if it is included in the prime contract)
  52.222-51 Exemption from Application of the Service Contract Act to Contracts for Maintenance, Calibration, or Repair of Certain Equipment - Requirements
  52.222-53 Exemption from Application of the Service Contract Act to Contracts for Certain Services – Requirements
  52.222-54 Employment Eligibility Verification (applies if Order exceeds the micro- purchase threshold and includes work performed in the US)
  52.222-55* Minimum Wages Under Executive Order 13658 (applies if Order is subject to the Service Contract Act Standards statute or Wage Rate Requirements statute, and the work is performed in whole or in part in the US)
  52.222-62* Paid Sick Leave under Executive Order 13706
  52.223-3 Hazardous Material Identification and Material Safety Data (only applies to Orders that require the delivery of hazardous materials)
  52.223-7 Notice of Radioactive Materials*** (at paragraph (a), insert 30 calendar days)
  52.223-18 Encouraging Contractor Policies to Ban Text Messaging While Driving (applies if Order exceeds the micro-purchase threshold)
  52.224-3* Privacy Training
  52.225-1 Buy American Act – Supplies
  52.225-8 Duty-Free Entry
  52.225-13 Restrictions on Certain Foreign Purchases**
  52.225-26* Contractors Performing Private Security Functions Outside the United States (as applicable in accordance with paragraph (f)
  52.227-3 Patent Indemnity***
  52.227-9 Refund of Royalties (applies if royalties reported during the negotiation of the Order exceed $250)
  52.227-10 Filing of Patent Applications – Classified Subject Matter**
  52.227-11 Patent Rights – Ownership by the Contractor** (applies to Orders for
  experimental, developmental, or research work performed by a small business concern or domestic non-profit organization; reports required by this clause shall be filed with the agency identified by the Buyer’s Procurement Representative on the face of this Order)
  52.227-14 Rights in Data – General (does not apply if DFARS 252.227-7013 applies; certain other exceptions apply – e.g., work is to be performed outside the U.S.)
  52.228-3 Worker’s Compensation Insurance (Defense Base Act)
  52.228-4 Workers Compensation and War-Hazard Insurance Overseas
  52.228-5 Insurance – Work on a Government Installation
  52.232-40* Providing Accelerated Payments to Small Business Subcontractors (does not apply if Buyer does not receive accelerated payments under the Prime Contract)
  52.234-1 Industrial Resources Developed Under Title III, Defense Production Act
  52.242-15 Stop Work Order (the words “ninety (90) days” are changed to “one hundred (100) days” and the words “thirty (30) days” are changed to “twenty (20) days” whenever they appear; if the Stop Work Order is issued based on a bid protest, the 100-day period may be extended by Buyer until the protest is resolved; and any equitable adjustment is subject to Buyer’s recovery from the Government)
  52.244-6* Subcontracts for Commercial Items (including all FAR clauses listed therein)
  52.245-1 Government Property (“Contracting Officer” means “Buyer” except in the definition of Property Administrator and in paragraph (h)(1)(iii) where it is unchanged, and in paragraphs (c) and (h)(4) where it includes “Buyer”; “Government” is unchanged in the phrases “Government property” and “Government furnished property” and where elsewhere used except in paragraph (d)(1) where it means “Buyer” and except in paragraphs (d)(2) and (g) where it means “Government and Buyer”; the following is added as paragraph (n): “Seller shall immediately notify Buyer in writing if the Government or other customer (i) revokes its assumption of loss under any direct contracts with Seller or (ii) makes a determination that Seller’s property management practices are inadequate, and/or present an undue risk, or that Seller has failed to take corrective action when required”)
  52.245-2 Government Property Installation Operation Services (“Government” means “Government” and/or “Buyer” except in the phrase “Government property”)
  52.245-9 Use and Changes (“Government” means “Government” and/or “Buyer”
  except in the phrase “Government property”, only applies when 52.245-1 is applicable)
  52.247-63 Preference for U.S.- Flag Air Carriers (applicable to Orders that may involve international air transportation)
  52.247-64* Preference for Privately Owned U.S.-Flag Commercial Vessels
  52.249-2 Termination for Convenience of the Government (Fixed Price) (“Government” means “Government or Buyer” the first time it appears in paragraphs (b)(4) and (b)(6), in all of (b)(8), and the second time it appears in (d); in paragraph (n), “Government” means “Government and Buyer”; in paragraph (c), “120” is changed to “60”; in paragraph (d), “15 days” is changed to “30 days” and “45 days” is changed to “60 days”; in paragraph (e), “1 year” is changed to “6 months” and “1-year” is changed to “6-month”; paragraph (j) is deleted; in paragraph (l), “90 days” is changed to “60 days”; settlements and payments under this clause may be subject to Contracting Officer approval; unless otherwise agreed in writing by Buyer, in no event shall the amount of any reimbursement to Seller exceed the then-current value of the Order)
2. Orders Over $10,000 Shall Also Include the Following:
  52.222-40* Notification of Employee Rights Under the National Labor Relations Act (applies only if the work under the Order will be performed in the US)
3. Orders Over $15,000 Shall Also Include the Following:
  52.222-20 Contracts for Materials, Supplies, Articles and Equipment Exceeding $15,000
  52.222-36* Equal Opportunity for Workers with Disabilities
4. Orders Of $30,000 Or More Shall Also Include the Following:
  52.204-10 Reporting Executive Compensation and First-Tier Subcontract Awards (subparagraph (d)(2) does not apply; if Seller meets the thresholds specified in subparagraphs (d)(3) and (g)(2) of the clause, Seller shall report the required executive compensation by posting the information to the Government’s System for Award Management (SAM) database)
5. Orders Of $150,000 Or More Shall Also Include the Following:
  52.203-7 Anti-Kickback Procedures (if Order exceeds $150,000; subparagraph (c)(1) does not apply)
  52.203-12 Limitation on Payments to Influence Certain Federal Transactions** (if Order exceeds $150,000)
  52.203-16 Preventing Personal Conflicts of Interest (if Order exceeds $150,000) 52.222-35* Equal Opportunity for Veterans (if Order is $150,000 or more) 52.222-37* Employment Reports on Veterans (if Order is $150,000 or more) 52.248-1 Value Engineering (if Order is $150,000 or more)
6. Orders Over the Simplified Acquisition Threshold (“SAT”) Shall Also Include the Following:
  52.203-3 Gratuities** (the term “agency head” shall mean “Buyer”)
  52.203-6 Restrictions on Subcontractor Sales to the Government (for commercial items, Alternate I applies)
  52.203-10 Price or Fee Adjustment for Illegal or Improper Activity (does not apply to commercial items)
  52.203-17 Contractor Employee Whistleblower Rights and Requirement to Inform Employees of Whistleblower Rights
  52.215-2 Audit and Records – Negotiation** (applies if Order exceeds threshold for submission of cost or pricing data)
  52.215-14 Integrity of Unit Prices (paragraph (b) does not apply; does not apply to construction or architect-engineer services under FAR Part 36, utility services under FAR Part 41, services where supplies are not required, commercial items, and petroleum products)
  52.215-23 Limitations on Pass-Through Charges
  52.219-8* Utilization of Small Business Concerns (if the Order, except to small business concerns, exceeds $750,000, the Seller must include this Clause in lower tier subcontracts that offer subcontract opportunities)
  52.222-4 Contract Work Hours and Safety Standards Act – Overtime Compensation (paragraphs (a) through (d) apply only if Order requires employment of laborers or mechanics)
  52.222-17 Nondisplacement of Qualified Workers
  52.223-99 Ensuring Adequate COVID-19 Safety Protocols for Federal Contractors (OCT 2021) (DEVIATION) (applies to Orders issued at any tier that exceed the SAT on the date of Order award, and are for services, including construction, performed in whole or in part within the United States or its outlying areas)
  52.227-1 Authorization and Consent** (applies only if this clause is in the prime contract; use Alternate I for Research and Development Orders for which primary purpose is Research and Development work)
  52.227-2 Notice and Assistance Regarding Patent and Copyright Infringement***
  52.229-3 Federal, State, and Local Taxes
  52.229-4 Federal, State, and Local Taxes (State and Local Adjustments)
  52.229-6 Taxes – Foreign Fixed-Price Contracts (applies only if the prime contract is to be performed wholly or partly in a foreign country)
  52.229-7 Taxes – Fixed-Price Contracts with Foreign Governments (applies only under a prime contract with a foreign government)
  52.229-8 Taxes – Foreign Cost-Reimbursement Contracts (applies only if the prime contract is to be performed wholly or partly in a foreign country)
  52.229-9 Taxes – Cost-Reimbursement Contracts with Foreign Governments (applies only under a prime contract with a foreign government)
  52.236-13 Accident Prevention 52.244-5 Competition in Subcontracting
  52.246-2 Inspection of Supplies – Fixed Price (in paragraphs (b), (c) and (d), “Government” means “Government and Buyer”)
  52.246-4 Inspection of Services – Fixed Price (same as above)
  52.246-7 Inspection of Research and Development – Fixed Price (same as above)
  52.246-16 Responsibilities for Supplies
  52.246-26 Reporting Nonconforming Items (for electronic parts or items containing electronic parts)
7. Orders Over $750,000 Shall Also Include the Following:
  52.219-9 Small Business Subcontracting Plan
8. Orders at or above the Applicable Threshold for Obtaining Certified Cost or Pricing Data Shall Also Include the Following:
  52.214-26 Audit and Records – Sealed Bidding**
  52.214-27 Price Reduction for Defective Cost or Pricing Data – Modifications – Sealed Bidding (in paragraph (d), the term “Contracting Officer” does not change)
  52.214-28 Subcontractor Cost or Pricing Data – Modifications – Sealed Bidding (applicable if this Order, when entered into, exceeded the threshold for submission of certified cost or pricing data)
  52.215-12 Subcontractor Certified Cost or Pricing Data
  52.215-13 Subcontractor Certified Cost or Pricing Data – Modifications
  52.215-15 Pension Adjustments and Asset Reversions
  52.215-18 Reversion or Adjustment of Plans for Post-Retirement Benefits Other Than Pensions
  52.215-19 Notification of Ownership Changes
9. Unless Otherwise Exempt, the following Clauses also apply:
  52.203-13* Contractor Code of Business Ethics and Conduct (applies to Orders exceeding $5,500,000 with a period of performance greater than 120 days; disclosures under this clause shall be made directly to the Government entities identified in the clause)
  52.203-14 Display of Hotline Posters (applies to Orders exceeding $5,500,000 except when the contract is (1) for commercial items, or (2) is performed entirely outside the United States)
  52.209-6 Protecting Government Interest when Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment (applies to Orders exceeding $35,000)
  52.215-10 Price Reduction for Defective Certified Cost or Pricing Data (applies if the prime contract was awarded through negotiations and certified cost or pricing data is required; in paragraph (c), the term “Contracting Officer” does not change)
  52.215-11 Price Reduction for Defective Certified Cost or Pricing Data –
  Modifications (applies if certified cost or pricing data is required for the pricing of modifications)
  52.222-24 Pre-Award On-site Equal Opportunity Compliance Evaluation (applies to Orders for first-tier subcontractors with anticipated value of $10 million or more)
  52.225-19 Contractor Personnel in a Designated Operational Area or Supporting a Diplomatic or Consular Mission Outside the United States
  52.227-13 Patent Rights – Ownership By the Government** (applies to Orders for experimental, developmental, or research work where Seller is not located in the United States or does not have a place of business located in the United States or is subject to the control of a foreign government; references to the Government do not change; paragraph (g) is deleted; Seller has all rights and obligations of the Buyer in the clause)
  52.234-4 Earned Value Management System (only applies to Orders if Seller is listed in paragraph (g) under the Prime Contract)
10. Applicable to Cost-Reimbursement, Time and Material, or Labor Hour Purchase Orders:
  52.232-7 Payments Under Time-and-Materials and Labor-Hour Contracts (the third sentence of paragraph (a)(8) is deleted; in paragraph (f), “120 days” is changed to “60 days” and in paragraph (g)(2), “6 years” is changed to “five years”; paragraph (c) and (i) are deleted)
  52.232-20 Limitation of Cost (applies if the Order is fully funded)
  52.232-22 Limitation of Funds (applies if the Order is incrementally funded)
  52.246-3 Inspection of Supplies – Cost Reimbursement (in paragraphs (b), (c), and (d), “Government” means “Government and Buyer”; in paragraph (e), “Government” means “Government or Buyer”; in paragraph (e), change “60 days” to “120 days,” and in paragraph (f), change “6 months” to “12 months”)
  52.246-5 Inspection of Services – Cost Reimbursement (in paragraphs (b) and (c), “Government” means “Government and Buyer”; in paragraph (d), “Government” means “Government or Buyer”)
  52.246-6 Inspection – Time-and-Material and Labor-Hours (in paragraphs (b) and (c) “Government” means “Government and Buyer”; in paragraph (d), “Government” means “Government or Buyer”)
  52.249-6 Termination (Cost Reimbursement) (in paragraph (d), substitute “90 days” for “120 days” and “90-day” for “120-day”; in paragraph (f), substitute “180 days” for “1 year”; in paragraph (j), “right of appeal” shall mean the right to proceed under the “Disputes” clause of this Order; settlements and payments under this clause may be subject to the approval of the Contracting Officer; Alternate IV applies if this is a time and material or labor hour Order; unless otherwise agreed in writing by Buyer, in no event shall the amount of any reimbursement to Seller exceed the then-current value of the Order)
11. Certifications - The Seller, by accepting this Order, hereby certifies compliance with the following clauses and represents that any representations with its offer are current, accurate, and complete as of the date of the offer for the Order:
  52.203-11 Certification and Disclosure Regarding Payments to Influence Certain Federal Transactions (applies if Order exceeds $150,000)
  52.209-5 Certification Regarding Responsibility Matters (applies if Order exceeds the SAT)
  52.219-1 Small Business Program Representations
12. Additional Clauses: Cost Accounting Standards (Applicable unless otherwise exempt):
  52.230-2 Cost Accounting Standards (applies only when referenced in Order that full CAS coverage applies; “United States” means “United States or Buyer”; delete paragraph (b) of the clause)
  52.230-3 Disclosure and Consistency of Cost Accounting Standards (applies only when referenced in Order that modified CAS coverage applies; “United States” means “United States or Buyer”; delete paragraph (b) of this clause)
  52.230-4 Disclosure and Consistency of Cost Accounting Practices -- Foreign Concerns
  52.230-5 Cost Accounting Standards -- Educational Institution
  52.230-6 Administration of Cost Accounting Standards (applies to Orders if FAR 52.230-2, FAR 52.230-3, FAR 52.230-4 or FAR 52.230-5 applies) Seller shall communicate and otherwise deal directly with the Contracting Officer to the extent practicable and permissible as to all matters relating to Cost Accounting Standards. Seller shall provide Buyer with copies of all communications between Seller and the Contracting Officer respecting FAR 52.230-2 (Cost Accounting Standards) and FAR 52.230-6 (Administration of Cost Accounting Standards), provided Seller shall not be required to disclose to Buyer such communications containing information that is legally privileged and/or proprietary to Seller. In addition to any other remedies provided by law or under this Order, Seller agrees to indemnify and hold Buyer harmless to the full extent of any loss, damage, or expense if Buyer is subject to any liability as the result of a failure
  of the Seller or its lower-tier subcontractors to comply with the requirements of FAR 52.230-2, 52.230-3, 52.230-4, 52.230-5 or 52.230-6, as applicable. Paragraph (b) is deleted in each of the foregoing clauses.
13. Truth in Negotiations (Truthful Cost or Pricing Data) - Unless exempt, Seller shall submit a FAR Part 15 compliant cost proposal inclusive of any appropriate updates throughout the negotiation process. At the conclusion of negotiations, and regardless of any prior certification, Seller shall certify as to the accuracy, currency and completeness of its information in accordance with the FAR required Certificate of Current Cost or Pricing data.
  1. Indemnification: If any cost or price (including profit or fee) negotiated in connection with the prime contract between the Government and Buyer or any cost that is reimbursable under said contract is reduced because cost or pricing data furnished by the Seller in connection with any proposal submitted by Buyer relating to said contract or in connection with this Order was not accurate, complete, or current, the Seller shall indemnify Buyer in the amount of said reduction. The phrase “cost or pricing data” as used herein shall be deemed to include any such data related to a lower-tier prospective or actual subcontract, at any level, which was submitted by the Seller or which it procured by submission of or in connection with the aforesaid proposal or this Order in support of its cost estimate.
    If any reduction of the contract price under this clause reduces the price of items for which payment was made prior to the date of the modification reflecting the price reduction, the Seller shall be liable and shall pay Buyer at the time such overpayment is repaid:
    
    a. Simple interest on the amount of such overpayment to be computed from the date(s) of overpayment to the Seller to the date Buyer is repaid by the Seller at the applicable underpayment rate effective for each quarter prescribed by the Secretary of the Treasury under 26 U.S.C. 6621(a)(2); and
    
    b. For Department of Defense contracts only, a penalty equal to the amount of the overpayment, if the Seller knowingly submitted cost or pricing data which were incomplete, inaccurate or non-current.
  2. Cost or Pricing Data for Changes - Prior to the pricing of any change or other modification to this Order which involves increases and/or decreases in costs plus applicable profit expected to exceed the threshold for submission of cost or pricing data, Seller shall submit cost or pricing data and shall certify that such data, as defined in Federal Acquisition Regulation 2.101, submitted either actually or by specific identification in writing are accurate, complete and current as of the date of completion of negotiations. When required to obtain cost or pricing data from its subcontractors, pursuant to the clauses of this Order, Seller shall obtain such data.

GENERAL PURCHASE ORDER TERMS AND CONDITIONS

Supplement 2 – Department of Defense FAR Supplement (DFARS) Government Contract Provisions

When the products or services furnished are for use in connection with a U.S. Government Department of Defense prime contract or subcontract, in addition to the DRS General Purchase Order Terms and Conditions and the Supplement 1 FAR provisions, the following provisions shall apply, as required by the terms of the prime contract or by operation of law or regulation. The effective version of each Department of Defense FAR Supplement (hereinafter “DFARS”) clause shall be the same version as that which appears in Buyer’s prime contract (as amended) or higher tier subcontract (as amended) under which this Order is a subcontract. For the acquisition of commercial items under Orders placed in support of, and charged to, a U.S. Government Department of Defense prime contract or subcontract, the only DFARS clauses that are flowed down are those required by a particular DFARS clause to be flowed down, and those clauses are annotated with *. For the definition of a commercial item, see FAR 2.101.
In the event of a conflict between these DFARS provisions, or the Supplement 1 FAR provisions, and the General Purchase Order Terms and Conditions, the DFARS provisions shall control.
To the extent applicable, Seller shall insert these provisions in selected lower tier subcontracts, either verbatim or in substance, and by incorporation-by-reference or otherwise, as appropriate.
In all clauses listed herein, the terms “Government,” “Contracting Officer” and “Contractor” shall be deemed revised to suitably identify the contracting parties herein and effect the proper intent of the provision except where further clarified or modified below. “Subcontractor,” however, shall mean “Seller’s Subcontractor” under the Order.
If any DFARS clauses do not apply to a specific Order, such clauses are considered self- deleting.
1. Applicable to All Purchase Orders
  252.203-7002* Requirement to Inform Employees of Whistleblower Rights
  252.204-7000* Disclosure of Information
  252.204-7009* Limitations on the Use or Disclosure of Third-Party Contractor Reported Cyber Incident Information (applies if Order is for services that include support for the Government’s activities related to safeguarding covered defense information and cyber incident reporting)
  252.204-7010* Requirement for Contractor to Notify DoD if the Contractor’s Activities are Subject to Reporting Under the U.S.-International Atomic Energy Agency Additional Protocol (applies to subcontracts that are subject to the provisions of the U.S.-International Atomic Energy Agency Additional Protocol)
  252.204-7012* Safeguarding Covered Defense Information and Cyber Incident Reporting (applies to Orders for operationally critical support or for which performance will involve a covered contractor information system)
  252.204-7014* Limitations on the Use or Disclosure of Information by Litigation Support Contractors
  252.204-7015* Disclosure of Information to Litigation Support Contractors
  252.204-7018* Prohibition on the Acquisition of Covered Defense Telecommunications Equipment or Services
  252.204-7020* NIST SP 800-171 DOD Assessment Requirements (applies to Orders issued under prime contracts awarded on or after November 30, 2020; does not apply to COTS items)
  252.208-7000* Intent to Furnish Precious Metals as Government-Furnished Material
  252.211-7003* Item Unique Identification and Valuation (applies if the Order requires the Work to contain “unique item identification”; items subject to unique item identification are identified elsewhere in this Order; all reports required to be submitted under this clause shall be made through Buyer’s Purchasing Representative)
  252.222-7000 Restrictions on Employment of Personnel
  252.223-7001* Hazard Warning Labels (applies if this Order requires delivery, treatment, or disposal of hazardous materials)
  252.223-7002* Safety Precautions for Ammunition and Explosives (applies if the Order involves ammunition or explosives; “Government” means “Government and Buyer”; any communication to the Contracting Officer shall be through Buyer’s Purchasing Representative; delete “prime” in paragraph (g)(1)(ii) and add “and Buyer’s Purchasing Representative,” and delete “substituting its name for references to the Government”)
  252.223-7003* Change in Place of Performance – Ammunition and Explosives (applies if DFARS 252.223-7002 applies to this Order; “Government” shall mean “Government or Buyer”)
  252.223-7006 Prohibition on Storage, Treatment, and Disposal of Toxic and Hazardous
  Materials (applies to Orders which require, or may require, access to a DoD installation)
  252.223-7007* Safeguarding Sensitive Conventional Arms, Ammunition, and Explosives (applies if Order is for the development, production, manufacture, or purchase of arms, ammunition, and explosives or when arms, ammunition, and explosives will be provided to Seller as Government Furnished Property)
  252.223-7008* Prohibition of Hexavalent Chromium
  252.225-7001* Buy American and Balance of Payments Program (applies if the Work contains other than domestic components; applies in lieu of FAR 52.225-1)
  252.225-7002 Qualifying Country Sources as Subcontractors
  252.225-7007* Prohibition on Acquisition of United States Munitions List Items from Communist Chinese Military Companies (applies if Seller is supplying items on the U.S. Munitions list)
  252.225-7012* Preference for Certain Domestic Commodities
  252.225-7013 Duty-Free Entry (applies in lieu of FAR 52.225-8; if the prime contract number and identity of the Contracting Officer is not available, contact Buyer’s Purchasing Representative)
  252.225-7016 Restriction on Acquisition of Ball and Roller Bearings (applies if Work supplied under this Order contains ball or roller bearings)
  252.225-7019* Restriction on Acquisition of Anchor and Mooring Chain (applies to Orders for items containing welded shipboard anchor and mooring chain, 4- inches or less in diameter)
  252.225-7025 Restriction on Acquisition of Forgings (applies to Orders for forging items)
  252.225-7027* Restriction on Contingent Fees for Foreign Military Sales (applies to Orders for Foreign Military Sales)
  252.225-7028* Exclusionary Policies and Practices of Foreign Governments (applies to Orders for Foreign Military Sales)
  252.225-7030* Restriction on Acquisition of Carbon, Alloy, and Armor Steel Plate (applies to Orders that (1) require delivery to the Government of carbon, alloy, or armor steel plate that will be used in a Government-owned facility or (2) require contractors operating in a Government-owned facility or a facility under the control of the DoD to purchase carbon, alloy, or armor steel plate)
  252.225-7031* Secondary Arab Boycott of Israel
  252.225-7036 Buy American – Free Trade Agreements – Balance of Payments Program
  252.225-7047 Exports by Approved Community Members in Performance of the Contract (if Order may require exports or transfers of qualifying defense articles)
  252.225-7048 Export-Controlled Items
  252.227-7013* Rights in Technical Data – Noncommercial Items (applies in lieu of FAR 52.227-14)
  252.227-7014* Rights in Noncommercial Computer Software and Noncommercial Computer Software Documentation (applies in lieu of FAR 52.227-14)
  252.227-7015* Technical Data – Commercial Items (applies whenever any technical data related to commercial items developed in any part at private expense will be provided under this Order for delivery to the Government)
  252.227-7016 Rights in Bid or Proposal information (no substitutions for “Government” or “Contracting Officer” are made)
  252.227-7017 Identification and Assertion of Use, Release, or Disclosure Restrictions
  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 (applies to Orders where computer software will be furnished to the Government)
  252.227-7020 Rights in Special Works
  252.227-7025 Limitations on the Use or Disclosure of Government-Furnished Information Marked with Restrictive Legends (in paragraph (c), “Government” means “Government and Buyer”)
  252.227-7026 Deferred Delivery of Technical Data or Computer Software 252.227-7027 Deferred Ordering of Technical Data or Computer Software
  252.227-7028 Technical Data or Computer Software Previously Delivered to the Government (the definitions for “contract” and “subcontract” shall not apply herein, except for the first reference to the contract; “Government” means “Government or Buyer”)
  252.227-7030 Technical Data- Withholding of Payment (in paragraph (b), “Government” means “Government or Buyer”)
  252.227-7033 Rights in Shop Drawings
  252.227-7037* Validation of Restrictive Markings on Technical Data (no substitutions for “Government” or “Contracting Officer” are made)
  252.227-7038 Patent Rights - Ownership by Contractor (Large Business) (applies if Seller is not a small business or nonprofit organization subject to FAR 52.227- 11 and the Order is for experimental, developmental, or research work)
  252.227-7039 Patents – Reporting of Subject Inventions (applies to Orders that will include FAR 52.227-11)
  252.228-7001 Ground and Flight Risk (applies to Orders for the acquisition, development, production, modification, maintenance, repair, flight, or overhaul of aircraft unless an exception listed at DFARS 228.370(b)(1) applies)
  252.228-7005 Accident Reporting and Investigation Involving Aircraft, Missiles, and Space Launch Vehicles (in paragraph (a), communications to the Contracting Officer shall go through Buyer’s Purchasing Representative; in paragraph (b), “Government” means “Government and Buyer”)
  252.229-7004 Status of Contractor as a Direct Contractor (Spain)
  252.229-7011 Reporting of Foreign Taxes – U.S. Assistance Programs (if Order exceeds $500.00)
  252.235-7003 Frequency Authorization (applies if this Order requires developing, producing, constructing, testing, or operating a device requiring a radio frequency authorization)
  252.236-7013* Requirement for Competition Opportunity for American Steel Producers, Fabricators and Manufacturers (applies only to Orders that involve the acquisition of steel as a construction material)
  252.237-7019* Training for Contractor Personnel Interacting with Detainees (applies only to Orders that may require Seller’s personnel to interact with detainees in the course of their duties)
  252.237-7023 Continuation of Essential Contractor Services
  252.239-7010* Cloud Computing Services (applies if Order involves or may involve cloud services)
  252.239-7016 Telecommunications Security Equipment, Devices, Techniques and Services (applies to all Orders requiring securing telecommunications)
  252.239-7018* Supply Chain Risk (applies if Order involves the development or delivery of any information technology, whether acquired as a service or as a supply; “Government” means “Government or Buyer”)
  252.243-7001 Pricing of Contract Modifications 252.244-7000* Subcontracts for Commercial Items
  252.246-7001 Warranty of Data
  252.246-7003* Notification of Potential Safety Issues (applies if this Order is for (i) parts identified as critical safety items; (ii) systems and subsystems, assemblies, and subassemblies integral to a system; or (iii) repair, maintenance, logistics support, or overhaul services for systems and subsystems, assemblies, subassemblies, and parts integral to a system; Seller shall provide notifications to Buyer and the Contracting Officer identified to Seller)
  252.246-7007* Contractor Counterfeit Electronic Part Detection and Avoidance System (applies to Orders for electronic parts or assemblies containing electronic parts)
  252.246-7008* Sources of Electronic Parts (applies to Orders for electronic parts or assemblies containing electronic parts, including for commercial items, unless the Seller is the original manufacturer)
  252.247-7024* Notification of Transportation of Supplies By Sea
2. Orders Over the Simplified Acquisition Threshold (“SAT”) Shall Also Include the Following:
  252.203-7001 Prohibition on Persons Convicted of Fraud or Other Defense Contract-Related Felonies (“Government” is not changed throughout this clause; the terms “contract,” “contractor,” and “subcontract” shall not change in meaning in paragraphs (a) and (d); delete paragraph (g); in paragraph (e), the remedies described in subparagraphs (2) and (3) are available to Buyer not the Government; in paragraph (f), communication to the Contracting Officer shall go through Buyer’s Purchasing Representative)
  252.223-7999 Ensuring Adequate COVID-19 Safety Protocols for Federal Contractors (DEVIATION 2021-O0009) (OCT 2021) (applies to Orders issued at any tier that exceed the SAT on the date of Order award, and are for services, including construction, performed in whole or in part within the United States or its outlying areas)
  252.225-7008 Restriction on Acquisition of Specialty Metals (applies to Orders for delivery of specialty metals as end items)
  252.225-7009* Restriction on Acquisition of Certain Articles Containing Specialty Metals (applies if aircraft, missile or space systems, ships, tank or automotive items, weapon systems, or ammunition contain specialty metals; delete paragraphs (d) and (e)(1))
  252.225-7052* Restriction on the Acquisition of Certain Magnets, Tantalum, and Tungsten (applies to Orders for items containing a covered material, including the acquisition of commercial items)
  252.247-7023* Transportation of Supplies By Sea (applies in lieu of FAR 52.247- 64 in all Ordersfor ocean transportation of supplies; in the first sentence of paragraph (g), add a period after “Contractor” and delete the balance of the sentence; paragraphs (f) and (g) shall not apply if the Order is less than or equal to the SAT)
3. Orders Over $500,000 Shall Also Include the Following:
  252.226-7001* Utilization of Indian Organizations, Indian-Owned Economic Enterprises, and Native Hawaiian Small Business Concerns (Buyer shall have no liability to Seller for any incentive payment under this clause unless and until the Government provides said incentive payment to Buyer)
  252.249-7002* Notification of Anticipated Contract Termination or Reduction (applies to Orders that equal or exceed $700,000; delete paragraph (d)(1); Seller’s requirements are listed at paragraph (d)(2))
4. Orders Over $750,000 Shall Also Include the Following:
  252.219-7003 Small Business Subcontracting Plan (DoD Contracts) (applies if FAR 52.219-9 applies to this Order; for Orders over $750,000; does not apply to small business concerns)
5. Orders Over $1,000,000 Shall Also Include the Following:
  252.222-7006 Restrictions on the Use of Mandatory Arbitration Agreements (the certification in paragraph (b)(2) applies to both Seller and to Seller’s covered subcontractors) 252.225-7033 Waiver of United Kingdom Levies (applies if this Order is with a UK firm)
6. Orders Over $6,000,000 Shall Also Include the Following:
  252.203-7004 Display Hotline Posters (applies in lieu of FAR 52.203-14; does not apply to Orders for commercial items)
7. Orders Performed Outside the United States Shall Also Include the Following:
  252.225-7040* Contractor Personnel Authorized to Accompany U.S. Armed Forces Deployed Outside the United States (if the conditions of paragraph (q) apply) 252.225-7043* Antiterrorism/Force Protection Policy for Defense Contractors Outside the United States

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