Terms and conditions of sale

The following terms and conditions of sale apply to all quotations made and orders accepted by Cincinnati Gearing Systems, hereinafter referred to as "Seller". The Company ordering the goods and/or services is hereinafter referred to as "Buyer". The goods and/or services listed on this quotation or order are hereinafter referred to as "goods".

All orders are subject to acceptance by Seller in writing at Seller's principal executive offices in Cincinnati, Ohio, USA. If the Buyer's order contains terms and conditions in addition to or different from the terms and conditions contained in this quotation, then the Seller's acceptance of Buyer's order is expressly made conditional on Buyer's assent to the terms and conditions set forth herein and Seller expressly rejects Buyer's proposed additional and/or different terms and conditions. These terms and conditions shall constitute the entire and exclusive statement of the agreement between the parties which may hereinafter be modified, altered or amended only by written instrument executed by the authorized representatives of both parties. Buyer's placement of an order for the goods listed in this quotation shall constitute Buyer's assent to these terms and conditions. Buyer's acceptance of any goods covered by this quotation shall also constitute Buyer's assent to these terms and conditions.

The quoted prices are Seller's current prices and apply only to the specified quantity and delivery schedule quoted. Unless otherwise noted, all prices are subject to change, without notice, at any time prior to Seller's acceptance of Buyer's order. Any increase in material costs to Seller will increase the price to the Buyer by the amount of such increase. Any variations in quantities specified and/or delivery may necessitate a revision of such prices. Unless otherwise stated, prices are quoted FOB: Cincinnati, Ohio Metropolitan Area. All prices quoted are subject to an increase equal in any amount to any taxes which the Seller may be required to pay or collect under any existing or future law upon or with respect to the sale, purchase, delivery, transportation, storage, processing, use or consumption of any of the goods covered hereby; including taxes upon or measured by receipts from sales. Such additional amounts may be invoiced separately from the invoice for the goods.

If the Buyer makes changes to the drawings, design, specifications, quantities, method of shipment, packaging, materials, time and place of delivery, and such changes cause an increase in the cost of or time required for the performance of this order, the Seller shall have the right to an equitable adjustment to the order price, delivery or both.

Payment is to be net in US Dollars. Payment terms are net sixty (60) days from the date of the Seller's invoice. No cash discount is allowed. Seller may, at any time or times, suspend performance of any order or require payment in cash, security or other adequate assurance satisfactory to Seller when, in Seller's opinion, the financial condition of the Buyer or other grounds for insecurity warrant such action.

If Buyer is to provide Seller with any equipment or other materials (including but not limited to patterns, castings, forgings, gear blanks, tooling and the like) relating to this order, such equipment and materials must be delivered to Seller within thirty (30) days of Seller's acceptance of this order. If Buyer fails to timely delivery such equipment and materials, Seller may, at its option, cancel, reschedule or adjust the price of the order as warranted by such delay. Such remedies shall be in addition to all of Seller's other remedies arising hereunder and at law or in equity.

Equipment and materials supplied by the Buyer shall be in a condition to make goods of the quality and quantity desired by the Buyer. Buyer shall be responsible for the conformity of Buyer's equipment and materials to the blueprints and/or design drawings for the ordered goods. Buyer shall clearly mark any such supplied equipment and materials as that of the Buyer and all charges and expenses of transporting such equipment and materials to and from the Seller's facilities, or other designated place, shall be borne by the Buyer.

Seller shall have no responsibility or liability for the wear to, loss of or damage to Buyer's equipment and materials. Buyer shall remove Buyer's equipment and materials, if any, from Seller's facilities within ninety (90) days after completion of the Buyer's order. If not so removed, Seller may dispose or return such equipment and materials as Seller deems necessary without liability to the Buyer after thirty (30) days written notice to the Buyer at the Buyer's last known address.

Seller shall not be responsible to Buyer for any equipment and materials scrapped during the manufacturing process of the goods ordered. Buyer shall not be responsible to Seller for any labor or machining costs incurred by Seller on any such scrapped equipment and materials unless such equipment and materials are found to be defective and inappropriate for the manufacture of the ordered goods; at which time the Buyer shall be liable to Seller for labor and machining costs.

All tools, designs, dies, patterns, etc. acquired or constructed by Seller for Buyer, notwithstanding any charge therefore, shall be and remain the property of the Seller and shall be in the possession and control of the Seller.

Seller shall exercise its reasonable best judgment in routing shipments unless detailed instructions are given. Seller reserves the right to make shipments in installments and this contract shall be severable as to such installments. If shipments are delayed by Buyer, payments are due from the date when the Seller is prepared to make shipments. Goods held for Buyer are at Buyer's sole risk and expense.

If an estimate of time of shipment is made on the front of this quotation, it is understood that it is approximate only and the time of performance will begin to run only upon Seller's acceptance of Buyer's order and receipt of all specifications and equipment to be provided by the Seller. The Seller shall not be held accountable for late delivery caused by force majeure. Force Majeure shall mean any acts of God (including without limitation, fire, flood, mud slide, earthquake, tornado, cyclone, wind storm or any other similar natural disaster beyond the reasonable control of the Seller or the Seller's suppliers), acts of the public enemy, acts of the state or government in either its sovereign or contractual capacity, epidemics, disease, plague, work stoppages or slow downs, accidents, casualties, transportation delays, quarantine restrictions, strikes, blockade, embargoes, revolution, insurrection, mobilization, acts of foreign or domestic terrorism, labor or material shortages, unavailability or limited availability of electrical power or natural gas, in each case which could not have been avoided by the exercise of reasonable diligence. At no time shall an employee of the Seller be forced or required to travel internationally for any reason, including but not limited to current international political climate, geographic tensions, war or social unrest. Such inability to travel shall be deemed to be a force majeure.

The risk of loss of the goods shall pass to the Buyer upon delivery of the goods to a carrier at the Seller's plant.

Delivery times or dates quoted shall commence after all technical and commercial terms and conditions of the order have been agreed to by both parties.

Buyer must notify Seller of any discrepancy in weight or number in writing within ten (10) days after Buyer's receipt of the goods from carrier. In the event the goods furnished hereunder are rejected or claimed to be defective or non-conforming, such claims must be made in writing within thirty (30) days after Buyer's discovery of such defect or non-conformity and in no event later than twelve (12) months from the date of shipment from the Seller's facilities. Goods may not be returned for credit until and unless Seller consents in writing to accept such goods. Goods returned without Seller's written consent will be credited upon Seller's evaluation of same.

Seller's liability and the liability of any affiliate of Seller on any claim of any kind for any loss or damage arising out of or connected with, or resulting from Buyer's order or from the performance thereof or from the manufacture, sale delivery, resale, installation, inspection, repair, operation or use of any goods covered by this quotation shall in no case exceed the invoice price allocable to such good(s) which give rise to the claim.

In the event of any claims, suits or proceedings either directly or indirectly arising out of or connected with or resulting from Buyer's defective design or application of goods manufactured hereunder, Buyer shall defend any such suit or proceeding brought against Seller and its affiliates therewith and hold harmless and indemnify Seller and its affiliates against any and all damages and expenses including attorneys fees from such claims, suits or proceedings to damages or injuries.

Warranty shall not be extended to any item which has been subject to misuse, neglect, accident, ingestion of foreign object(s), lack of maintenance, or replacement of parts not in accordance with the technical manual or instructions of the Seller, nor does it extend to any item which has been repaired or altered in any manner by other than the Seller. The Buyer, upon request, shall furnish to the Seller reasonable evidence that the defect(s) arose from causes other than those contained above.

The Seller shall not warrant defects, deficiencies, deteriorations and failure caused by improper handling, storage, use or operation of the goods after delivery to the Buyer.

Field Service repair work for all warranted goods will be provided by Seller or Seller's Representative. However, if the work is determined by Seller to not meet the requirements of the terms of the warranty, all costs associated with the repair/field service of the goods, shall be the responsibility of the Buyer.

After the correction of a defect found to be under warranty, the Seller warrants that the corrected materials and/or workmanship will be free from further defect and will conform with the specification and other requirements of the contract for the remaining period of the original warranty following the completion of such repair or replacement.

Standard Warranty

Cut Work Only

Where the Buyer furnishes equipment and material as described in Section 4, the Seller's warranty shall be for workmanship only for a period of twelve (12) months after shipment from Seller's facility. The Seller offers no express or implied warranty on any Buyer's design or design application.

Open Gearing

Where the Seller furnishes equipment and material in accordance with the Buyer's drawings and specifications, the Seller is responsible for rejected, defective or non-conforming goods only to the extent of repairing or replacing them, or allowing credit for up to the invoice price. This warranty applies to material and workmanship only for a period of twelve (12) months from the date of shipment from Seller's facility. Seller's warranty shall not be enlarged and no obligation or liability shall arise out of Seller's rendering of technical advise, facilities or services in connection with Buyer's order for goods furnished hereunder. The Seller offers no express or implied warranty on any Buyer's design or design application.

Military Enclosed Drive

The Seller warrants, Seller provided design, material(s) and workmanship, for a period of twelve (12) months from the date of shipment from Seller's facility. The warranty provisions of this clause do not cover removal or alterations of bulkheads or other parts of the vessel/craft or unit in which the goods are installed, combat damage, liability for loss, damage or injury to third parties, or consequential damages. This warranty does not cover loss of vessel/craft/unit or loss of use of vessel/craft/unit.

Goods manufactured in accordance with the Buyer's design are warranted only for material and workmanship for a period of twelve (12) months from the date of shipment from Seller's facility. The warranty provisions of this clause do not cover removal or alterations of bulkheads or other parts of the vessel/craft or unit in which the goods are installed, combat damage, liability for loss, damage or injury to third parties, or consequential damages. This warranty does not cover loss of vessel/craft/unit or loss of use of vessel/craft/unit.

Marine Enclosed Drive

The Seller warrants, Seller provided design, material(s) and workmanship, for a period of twelve (12) months from the date of shipment from Seller's facility. The warranty provisions of this clause do not cover removal or alterations of bulkheads or other parts of the vessel/craft, liability for loss, damage or injury to third parties, loss of revenue or consequential damages. This warranty does not cover loss of vessel/craft or loss of use of vessel/craft.

Goods manufactured in accordance with the Buyer's design are warranted only for material and workmanship for a period of twelve (12) months from the date of shipment from Seller's facility. The warranty provisions of this clause do not cover removal or alterations of bulkheads or other parts of the vessel or craft, liability for loss, damage or injury to third parties, loss of revenue or consequential damages. This warranty does not cover loss of vessel/craft or loss of use of vessel/craft .

Industrial/Commercial Enclosed Drive

The Seller warrants, Seller provided design, material(s) and workmanship, for a period of twelve (12) months from the date of shipment from Seller's facility. The warranty provisions of this clause do not cover removal or alterations of any part of the unit in which the goods are installed, liability for loss, damage or injury to third parties, loss of revenue or consequential damages. This warranty does not cover loss of the unit in which the goods are installed or loss of use of such unit.

Goods manufactured in accordance with the Buyer's design are warranted only for material and workmanship for a period of twelve (12) months from the date of shipment from Seller's facility. The warranty provisions of this clause do not cover removal or alterations of any part of the unit in which the goods are installed, liability for loss, damage or injury to third parties, loss of revenue or consequential damages. This warranty does not cover loss of the unit in which the goods are installed or loss of use of such unit.

Extended Warranty

Warranty terms and periods for other than the standard twelve (12) months are subject to negotiation and mutual agreement.

Disclaimer

The seller offers no express of implied warranty of merchantability or of fitness for a particular purpose. Seller shall not be liable for incidental or consequential losses, damages or expenses, directly or indirectly arising from the sale, handling or use of the goods, or from any other cause relating thereto, and seller's liability hereunder in any case is expressly limited to the invoice price allocable to such good(s) which give rise to the claim whether such claims are based on contract, tort or otherwise including but not limited to breach of warranty, negligence or strict liability. claims and/or penalties resulting from consequential damages are expressly rejected.

It shall be the Buyer's responsibility to insure complete system integration with respect to any and all goods and/or services provided by Seller.

Buyer agrees to defend at its own expense, all suits and claims against the Seller or its affiliates for any alleged violation for infringement of any patent, trademark, copyright or any other proprietary or intellectual property right in any way accruing from Buyer's purchase and/or use or resale of the goods covered hereunder. Seller may, at its option and at Buyer's expense, be represented by and actively participate through its own counsel in any suit or proceedings. Buyer agrees to indemnify and hold Seller and its affiliates harmless from any loss, damage or expense of any kind whatsoever including costs and attorneys' fees arising from such alleged violation or infringement.

In the event that Buyer cancels its order after acceptance by Seller, Buyer shall be charged for any goods manufactured or in process prior to cancellation, for the cost of equipment and materials discarded upon such cancellation and other cancellation charges as Seller deems warranted.

No waiver, discharge or renunciation of any claim or right of Seller arising out of breach of these terms and conditions by Buyer will be effective unless signed in writing by Seller and supported by consideration. Any waiver by Seller of any breach by Buyer will be a waiver of that breach only and not of any prior or subsequent breach.

No right or interest herein shall be assigned, nor any obligation delegated, by Buyer without Seller's written permission.

This agreement, and any documents referred to herein, supersede all prior understandings, transactions and communications whether oral or written, with respect to the matters referred to herein and from the complete contract between the Buyer and the Seller.

Payment for the goods will be subject to setoff or recoupment for any claims which Seller or any of its affiliated Companies may have against the Buyer.

In the event that any provision of this agreement is held or declared unenforceable or void for any reason, all provisions hereof which can be effected without such voided provisions shall remain in full force and effect.

This contract and the obligations arising under this quotation and any resulting contract shall be governed by and construed according to the laws of the State of Ohio. The place of jurisdiction for all disputes under this contract shall be Cincinnati, Ohio.

Only an authorized representative of the Seller can accept an order, which acceptance must be in writing.

During the quotation and/or contract periods, the Seller may disclose information and may give material or documents to the Buyer. In consideration of Seller's disclosure, the Buyer shall treat such disclosed information, material and documents as confidential and proprietary; shall not disclose or give such information, material or documents to a third party and shall disclose such information and provide such material and documents only to those employees of Buyer whose knowledge of the information or use of the material and documents is reasonably necessary. The Buyer shall maintain Seller's information, materials and documents in the same manner as it would Buyer's information, materials and documents. This agreement does not apply to any information known to Buyer prior to receipt of such information from Seller, nor does it apply to any information generally known to the public or relevant industry. The Buyer shall, upon request, return all such material and documents and any copies thereof.

Unless otherwise specified, packing and packaging shall be to good commercial practice.

No news release, public announcement, denial or confirmation of same or any part of the subject matter of this order or any phase of this order shall be made without the prior written approval of the Seller.

If this order is to be exported, the Buyer is responsible for all export costs.

Terms and Conditions of Purchasing

Definitions

The following definitions apply unless otherwise specifically stated:

A-1 "Buyer" Cincinnati Gearing Systems or other legal entity issuing this contract.
A-2 "Purchasing Representative" - Buyer's authorized representative identified elsewhere in this contract.
A-3 "Seller" The legal entity that contracts with the Buyer.
A-4 "Government" - The Government of the United States.
A-5 "Prime Contract" - The Government contract under which this contract is issued.
A-6 "FAR" - The Federal Acquisition Regulations 48 CFR Ch.1.
A-7 "Contracting Officer' - The Government contracting officer(s) for the Prime Contract, or other authorized representative.

General Clauses

The following definitions apply unless otherwise specifically stated:

B-1 Materials will be received subject to Buyer's inspection. If found defective or not in conformity with Buyer's specification, either the defective or non-conforming materials or all materials, in Buyer's sole discretion and without prejudice to Buyer's other rights and remedies, will be returned to Seller at Seller's expense, with incoming and outgoing transportation cost charged to Seller's account. Payment for materials under this order prior to the conclusion of Buyer's inspection shall not constitute an acceptance of any such materials.
B-2 Any applicable cash discount will be calculated from date of receipt of invoice of material, whichever is later.
B-3 The contract created by Seller's acceptance of this order ("Contract") incorporates by reference the Prime Contract (if this is a Government Contract) and each of the provisions thereof, including the specifications, drawings, samples and other descriptions contained in the Prime Contract and applicable to the materials, services and work covered by this Contract. In the event of a conflict between the provisions of this Contract and the provisions of the Prime Contract, the provisions that are more protective of the interests of Buyer or more restrictive as to Seller shall prevail. Seller warrants and represents to Buyer that it has reviewed the relevant provisions of the Prime Contract.
B-4 THIS ORDER MAY ONLY BE ACCEPTED BY SELLER IN ACCORDANCE WITH ITS TERMS AND ALL ADDITIONAL OR DIFFERENT TERMS PROPOSED BY SELLER IN AN INVOICE, CONFIRMATION, ACKNOWLEDGEMENT OR OTHERWISE, IRRESPECTIVE OF WHETHER THEY MATERIALLY ALTER THIS CONTRACT, ARE HEREBY REJECTED BY BUYER. After acceptance of this order by Seller, no agreement or other understanding purporting in any way to modify the terms of this Contract will be binding upon the parties hereto unless made in writing and signed by authorized representatives of Buyer and Seller.
B-5 "Seller shall defend, protect and save harmless Buyer, its officers, directors and shareholders and its successors, assigns, customers and users of Buyer's products against all suits or other proceedings at law or in equity alleging infringement, and from all damages (including reasonable attorney fees), claims and demands for or with respect to actual or alleged infringement, of any United States or foreign patent, service mark, trade secret, copyright or other intellectual property right in connection with the use or sale of the materials ordered or the provision of the services ordered"
B-6 Seller represent and warrants that, in producing the material and/or performing the services covered by this order, it has complied fully with all applicable Federal, state and local laws and regulations, including (without limitations) the Fair Labor Standards Act of 1938, as amended.
B-7 Seller expressly warrants that all materials, services and work covered by this order will conform to the specifications, drawings, samples, or other descriptions furnished or specified by Buyer pursuant to this Contract and will be merchandisable, of good material and workmanship and free from defects. Seller expressly warrants that all materials covered by this Contract which are the product of the Seller or are in accordance with Seller's specifications will be fit and sufficient for the purpose intended.
B-8 No charges will be allowed for boxing, crating, or cartage unless specifically authorized in the Contract.
B-9 Materials furnished by Buyer to Seller on other than a charge basis in connection with this order shall be deemed to be billed to Seller and title thereto shall remain in Buyer. If and when requested by Buyer, Seller shall segregate Buyer-furnished materials from Seller-owned goods and clearly mark or otherwise clearly identify to Seller's creditors such materials as property of Buyer. Seller shall properly utilize, pay for or otherwise satisfactorily account for all Buyer-furnished materials.
B-10 Seller expressly warrant and represents to Buyer that Seller is adequately covered with Product Liability, Public Liability, workmen's compensation and Property Damage Insurance and that the insurance coverage's satisfy all insurance-related requirements imposed on Buyer with respect to this Contract by the Prime Contract. Seller further agrees to utilize and to take such actions under or with respect to such insurance coverage's to protect Buyer in connection with claims for damages, law suits, defective pricing claims, etc. that may arise in connection with this Contract or use of the materials and provisions of the services covered by this Contract.
B-11 Waiver of any provision of this Contract by Buyer shall not constitute waiver as to any of the other provisions and shall not affect the right of Buyer to exercise thereafter any right or remedy in the event of another default, whether similar or not.
B-12 Buyer and Seller shall be governed in their rights and duties under this Contract by the federal common law of government contracts as enunciated and applied by federal judicial bodies, board of appeals and quasi-judicial agencies of the federal government and, to the extent that the federal common law of government contracts is not applicable or dispositive, by the internal substantive laws of the State of Ohio. Buyer and Seller agree that any proceeding, action or suit relating to this Contract or to the breach of performance of this Contract or to the interpretation of this contract shall be brought exclusively in the federal and state courts having a situs in Hamilton County, Ohio and further submit to the jurisdiction of such courts in any such proceedings, action or suit and agree that they shall not object to the venue of such courts on forum non convenient or any other ground. The prevailing party in any such proceeding, action or suit shall be entitled to a reasonable attorney's fee. Pending resolution of any such proceeding, action or suit, the parties shall proceed diligently with performance. Sellers performance in such event shall be in accordance with Buyer's instructions.
B-13 Except as required by law or regulation, no news release, public announcement or advertising material concerned with this Contract shall be issued by Seller without prior written consent of Buyer, which consent shall not unreasonably be withheld.
B-14

Assignment

(a) Neither this Contract nor any interest herein may be assigned in whole or in part by either party without the prior written consent of the other party except that without securing such prior consent either party shall have the right to assign this Contract to any successor of such party by way of merger or consolidation or the acquisition of substantially all of the business and assets of the assigning party relating to the subject matter of this Contract. This right shall be retained provided that such successor shall expressly assume all of the obligations and liabilities of the assigning party under this Contract, and that the assigning party shall remain liable and responsible to the other party hereto for the performance and observance of all such obligations.

(b) Notwithstanding the foregoing, any amounts due to or become due hereunder may be assigned by Seller, provided that such assignment shall not be binding upon the Buyer, unless and until the assignment is received by Buyer.

B-15 If price is stated in this order, the materials or services shall not be billed at a higher price than the last paid without written permission from Buyer.

Applicable Clauses

The following clauses are incorporated when this Contract is a Government order. The text of clauses identified in Section C by FAR clause number is subject to the following definitions and to the modifications indicated.

  • Contractor - means Seller
  • Subcontractor - means Seller's subcontractor
  • Contracting Officer - means Buyer's Purchasing Representative

The FAR clauses incorporates herein are the clauses in effect on the date of this Contract unless otherwise indicated.

C-1 52.215-2 AUDIT NEGOTIATION. If the Government is unable or unwilling in a timely manner to conduct any audit of Seller's books and records, an audit may be conducted by a mutually accepted independent certified public accounting firm.
C-2 52.215.22 PRICE REDUCTION FOR DEFECTIVE COST OR PRICING DATA. If this Contract exceeds $500,000. the obligations which FAR clause 52.215-24 in the Prime contract requires of subcontractors are required of the Seller. In addition to any other remedies provided by law or under this Contract. If Buyer is subjected to any liability as the result of Seller's or its lower-tier subcontractor's failure to comply with the requirements of clause C-4, then Seller agrees to indemnify and hold Buyer harmless to the full extent of any loss, damage or expense (including lost profit) resulting from such failure.
C-3 52.215-23 PRICE REDUCTION FOR DEFECTIVE COST OR PRICING DATA-MODIFICATION (APR 1985). If this contract does not exceed $500,000. the obligations which FAR clause 52.215-25 in the Prime Contract requires of subcontractors are required of Seller. In addition to any other remedies provided by law or under this contract, if Buyer is subjected to any liability as the result of Seller's or its lower-tier subcontractors' failure to comply with the requirements of clause C-5, then Seller agrees to indemnify and hold Buyer harmless to the full extent of any loss, damage or expense (including lost profit) resulting from such failure.
C-4 52.215-24 SUBCONTRACTOR COST OR PRICING DATA (APR 1985). If this Contract exceeds $500,000. the certificate required by paragraph (b) is that set forth in FAR 15.804-4, substituting Buyer's name for "Contracting Officer".
C-5 52.215-25 SUBCONTRACTOR COST OR PRICING DATA-MODIFICATIONS (APR 1985). If this Contract does not exceed $500,000. the certificate required by paragraph (c) is that set forth in FAR 15.804-4, substituting Buyers name for "Contracting Officer".
C-6

52.216-7 ALLOWABLE COST AND PAYMENT. "Contracting Officer" means Buyer's Purchasing Representative except in paragraph (a), and "by Contracting Officer" is deleted from paragraph (a) and (g) and "Government" means Buyer except in paragraph (b) (1) where it means Government and in paragraph (b) (4) where it means Government or Buyer.

The following is added to paragraph (a):

"Concurrent with the submission to Buyer of said invoice (or voucher) and statement, copies thereof, in such number as may be required by the Government, shall be forwarded by Seller to its cognizant Government audit agency."

Paragraph (d) and (e) are replaced by the following:

"In lieu of actual indirect costs of performance of this Contract, Seller will be reimbursed on the basis of the final overhead rates negotiated between Seller and Government, unless otherwise provided in this Contract. Such overhead rates, basis of application and the period for which they shall apply shall be identical to those agreed upon by Seller and the Government in connection with the performance of Seller, at Seller's operating division where the work is performed, of cost-type contracts currently in force between Seller and the Government at such division. In the event that the Seller is provisionally reimbursed for the indirect costs under such cost-type contracts with the Government on the basis of provisional or billing overhead rates agreed upon for use pending the negotiation of final overhead rates, Seller will be provisionally reimbursed for indirect costs on the basis of such provisional or billing overhead rates."

In paragraph (g) insert "by the Government" after "audited." If the Government is unable or unwilling in a timely manner to conduct any audit of Seller's books and records, an audit may be conducted by a mutually acceptable independent certified public accounting firm.

C-7 52.222-4 CONTRACT WORK HOURS AND SAFETY STANDARDS ACT - OVERTIME COMPENSATION - GENERAL, but only paragraphs (a) thru (d) of FAR 52.222-4. Buyer may withhold or recover from Seller such sums as the Contracting Officer withholds or recovers from Buyer because of liabilities of Seller or its subcontractors under this clause.
C-8 52.228-7 INSURANCE-LIABILITY TO THIRD PARTIES. Insert "to the extent Buyer is authorized and reimbursed by the Government," between "shall" and "be" in paragraph (c). Insert "and the Buyer's" after "Government's" and "or the Buyer" after "Congress" in paragraph (d). "Contracting Officer" means Contracting Officer and Buyer's Purchasing Representative in paragraph (g) (1). Insert "or Buyer" after "Government" in paragraph (g) (2) and (g) (3). Upon request of Buyer, Seller shall provide Buyer with reasonable evidence of the insurance required hereunder.
C-9 52.249-14 EXCUSABLE DELAYS. "Contracting Officer" means Buyer's Purchasing Representative and "Government" means Buyer except in example (2) in paragraph (a). Add "acts of Buyer" to the list of examples in paragraph (a).

Additional Clauses

The following clauses are incorporated when this Contract is a Government order. The text of clauses identified in Section D by FAR clause number is subject to the following definitions and to the modifications indicated.

  • Contractor - means Seller
  • Subcontractor - means Seller's subcontractor
  • Contracting Officer - means Buyer's Purchasing Representative

The FAR clauses incorporates herein are the clauses in effect on the date of this Contract unless otherwise indicated. These clauses are applicable where required by contract dollar amount and/or regulation. Far 52.203-3 Gratuities

Far 52.203-5 Covenant Against Contingent Fees

Far 52.203-6 Restrictions On Subcontractor Sales To The Government Far 52.203-7 Anti-Kickback Procedures

Far 52.203-11 Certification And Disclosure Regarding Payments To Influence Certain Federal Transactions

Far 52.203-12 Limitation On Payments To Influence Certain Federal Transaction Far 52.204-2 Security Requirements

Far 52.208-1 Required Sources For Jewel Bearings And Related Items

Far 52.209-6 Protecting The Governments Interest When Subcontracting With Contractors Debarred, Suspended Or Proposed For Debarment

FAR 52.210-5 News material

FAR 52.212-8 defense priority allocation requirements

FAR 52.212-13 Stop Work Order

FAR 52.214-26 Audit - Sealed bidding

FAR 52.214-27 Price Reduction For Defective Cost Or Pricing Data Modifications Sealed Bidding

FAR 52.214-28 Subcontractor Cost Or Pricing Data - Modifications Sealed Bidding FAR 52.215-1 Examination Of Records By Comptroller General

FAR 52.215-2 Audit - Negotiation

FAR 52.215-22 Price Reduction For Defective Cost Or Pricing Data

FAR 52.215-24 Subcontractor Cost Or Pricing Data

FAR 52.215-25 Subcontractor Cost Or Pricing Data - Modifications

FAR 52.215-26 Integrity Of Unit Price

FAR 52.215-27 Termination Of Defined Benefit Pension Plans

FAR 52.215-39 Reversion Of Adjustment Of Plans For Postretirement Benefits Other Than Pensions (PRB)

FAR 52.216-5 Price Redetermination - Prospective

FAR 52.216-6 Price Redetermination - Retroactive

FAR 52.216-7 Allowable Cost And Payment

FAR 52.216-8 Fixed Fee

FAR 52.216-16 Incentive Price Revision - Firm Target

FAR 52.216-17 Incentive Price Revision - Successive Target

FAR 52.219-8 Utilization Of Small Business Concerns And Small Disadvantaged Business Concerns

FAR 52.219-9 Small Business And Small Disadvantaged Business Subcontracting Plan

FAR 52.220-3 Utilization Of Labor Surplus Area Concerns

FAR 52.220-4 Labor Surplus Area Subcontracting Program

FAR 52.222-1 Notice To The Government Of Labor Disputes

FAR 52.222-2 Payment For Overtime Premiums

FAR 52.222-4 Contact Work Hours And Safety Standards Act Overtime Compensation

FAR 52.222-6 Davis - Bacon Act

FAR 52.222-7 Withholding Of Funds

FAR 52.222-8 Payrolls And Basic Records

FAR 52.222-9 Apprentices And Trainees

FAR 52.222-10 Compliance With Copeland Act Requirements

FAR 52.222-11 Subcontracts (Labor Standards)

FAR 52.222-12 Contract Termination - Debarment

FAR 52.222-13 Compliance With David - Bacon And Related Act Regulations FAR 52.222-14 Disputes Concerning Labor Standards

FAR 52.222-15 Certification Of Eligibility

FAR 52.222-20 Walsh-Healey Public Contracts Act

FAR 52.222-21 Certification Of Non segregated Facilities

FAR 52.222-22 Previous Contracts And Compliance Reports

FAR 52.222-23 Notice Of Requirements For Affirmative Action To Ensure Equal Employment Opportunity

FAR 52.222-26 Equal Opportunity

FAR 52.222-27 Affirmative Action Compliance Requirements for Construction FAR 52.222-35 Affirmative Action for Special Disabled and Vietnam Era Veterans FAR 52.222-36 Affirmative Action for Handicapped Workers

FAR 52.222-37 Employment Reports on Special Disabled Veterans and Veterans of the Vietnam Era.

FAR 52.222-41 Service Contract Act of 1965, as Amended

FAR 52.223-1 Clean Air and Water Certification

FAR 52.223-2 Clean Air and Water

FAR 52.223-3 Hazardous Material Identification and Material Safety Data FAR 52.223-6 Drug Free Workplace

FAR 52.223-7 Notice of Radioactive Materials

FAR 52.224-2 Privacy Act

FAR 52.225-5 Buy American Act - Construction Materials

FAR 52.225-10 Duty Free Entry

FAR 52.225-11 Restrictions on Certain Foreign Purchases

FAR 52.227-11 Authorization and Consent

FAR 52.227-2 Notice and Assistance Regarding Patent and Copyright infringement FAR-52.227-3 Patent Information

FAR 52.227-5 Waiver of Indemnification

FAR 52.227-8 Reporting of Royalties (Foreign)

FAR 52.227-9 Refund of Royalties

FAR 52.227-10 Filing of Patent Applications - Classified Subject Matter FAR 52.227-11 Patent Rights - Retention by the Contractor (short form)

FAR 52.227-12 Patent Rights - Retention by the Contractor (long form) FAR 52.227-13 Patent Rights - Acquisition by the Government

FAR 52.227-14 Rights in Data - General

FAR 52.227-16 Additional Data Requirements

FAR 52.227-17 Rights in Data - Special Works

FAR 52.227-18 Right in Data - Existing Works

FAR 52.227-19 Commercial Computer Software - Restricted Rights

FAR 52.227-20 Rights in Data - SBIR Program

FAR 52.227-21 Technical Data Certification, Revision and Withholding of Payment FAR 52.227-22 Major System - Minimum Rights

FAR 52.227-23 Rights to Proposal Data

FAR 52.228-3 Worker's Compensation Insurance (Defense Base Act)

FAR 52.228-4 Worker's Compensation and War - Hazard Insurance Overseas FAR 52.228-5 Insurance - Work on a Government Installation

FAR 52.229-10 State of New Mexico Gross Receipts and Compensating Tax FAR 52.230-2 Cost Accounting Standards

FAR 52.230-3 Disclosure and Consistency of Cost Accounting Practices FAR 52.230-4 Consistency in Cost Accounting Practices

FAR 52.230-5 Administration of Cost Accounting Standards

FAR 52.232-12 Advanced Payments

FAR 52.232-16 Progress Payments

FAR 52.232-20 Limitation of Cost

FAR 52.232-27 Prompt Payment for Construction Contracts

FAR 52.233-3 Protest After Award

FAR 52.236-6 Superintendence by the Contractor

FAR 52.236-12 Cleaning Up

FAR 52.236-13 Accident Prevention

FAR 52.236-21 Specifications and Drawings for Construction

FAR 52.237-2 Protection of Government Buildings, Equipment, and Vegetation FAR 52.237-7 Indemnification and Medical Liability Insurance

FAR 52.243-1 Changes

FAR 52.243-2 (Alternate V) Changes - Cost - Reimbursement

FAR 52.243-6 Change Order Accounting

FAR 52.243-7 Notification of Changes

FAR 52.244-1 Subcontractors (Fixed Price Contracts

FAR 52.244-2 Subcontractors (Cost - Reimbursement and Letter Contracts) FAR 52.245-2 Government Property (Fixed Price Contracts)

FAR 52.245-5 Government Property (Cost - Reimbursement, Time - and -Material, of Labor-Hour Contracts

FAR 52.245-8 Liability for the Facilities

FAR 52.245-16 Facilities Equipment Modernization

FAR 52.245-17 Special Tooling

FAR 52.245-18 Special Test Equipment

FAR 52.245-19 Government Property Furnished "As Is"

FAR 52.246-2 Inspection of Supplies - Fixed Price

FAR 52.246-6 Inspection of Research and Development Cost - Reimbursement FAR 52.246-21 Warranty of Construction

FAR 52.246-23 Limitation of Liability

FAR 52.246-24 Limitation of Liability - High Value Items

FAR 52.246-35 Limitation of Liability - Services

FAR 52.247-63 Preference for U.S. Flag Air Carriers

FAR 52.247-64 Preference for Privately Owned U.S. Flag Commercial Vessels FAR 52.248-1 Value Engineering

FAR 52.248-3 Value Engineering - Construction

FAR 52.249-1 Termination for Convenience

FAR 52.249-5 Termination (Cost - Reimbursement)

DFAR252.203-7001 Special Prohibition on Employment

DFAR252.203-7002 Statutory Compensation Prohibitions and Reporting Requirements Relating to Certain Former Department of Defense (DOD) Employees

DFAR252.203-7003 Display of DOD Hotline Poster

DFAR252.204-7000 Disclosure of Information

DFAR252.204-7005 Overseas Distribution of Defense Subcontracts DFAR252.205-7000 Release of Information to Cooperative Agreement Holders

DFAR252.208-7000 Required Sources for Miniature and Instrument Ball Bearings DFAR252.208-7001 Required Sources for Precision Components and Mechanical Time Devices

DFAR252.208-7002 Required Sources for High Purity Silicon

DFAR252.208-7003 Required Sources for High Carbon Ferrochrome DFAR252.208-7005 Required Sources for Forging and Welded Shipboard Anchor Chain Items

DFAR252.208-7006 Required Sources for Anti-Friction Bearings DFAR252.209-7000 Acquisition from Subcontractors Subject to On Site Inspection Under the Intermediate Range Nuclear Forces (INF) Treaty

DFAR252.209-7001 Acquisitions from Defense Contractors Subject to On-Site Inspection Under the intermediate Range Nuclear Forces (INF) Treaty

DFAR252.210-7003 Acquisition Streamlining

DFAR252.211-7011 Audit of Contract Modifications-Commercial Items DFAR252.211-7021 Clauses to be included in Contracts with Subcontractors and Suppliers-Commercial Items

DFAR252.222-7000 Restrictions on Employment of Personnel

DFAR252.223-7002 Safety Precautions for Ammunition and Explosives DFAR252.223-7004 Drug Free Work Force

DFAR252.223-7005 Hazardous Waste Liability

DFAR252.225-7008 Supplies to be Accorded Duty Free Entry

DFAR252.225-7009 Duty Free Entry Qualifying Country End Products and Supplies DFAR252.225-701 0 Duty Free Entry Additional Provisions

DFAR252.225-7014 Preference for Domestic Specialty Metals

DFAR252.225-7016 Restriction on Acquisition of Antifriction Bearings DFAR252.225-7019 Restriction on Acquisition of Foreign Anchor and Mooring Chain

DFAR252.225-7020 Restriction on Acquisition of Foreign Anchor and Mooring Chain Fiscal Years 1989 and 1990

DFAR252.225-7021 Restriction on Acquisition of Foreign Anchor and Mooring Chain (Fiscal Year 1988)

DFAR252.225-7025 Foreign Source Restrictions

DFAR252.225-7026 Reporting of Contract Performance Outside the United States DFAR252.225-7032 Waiver of United Kingdom Levies

DFAR252.225-7037 Duty-Free Entry - NAFTA Country End Products and Supplies DFAR 252.227-7013 Rights in Technical Data and Computer Software

DFAR 252.227-7018 Restrictive Markings on Technical Data

DFAR 252.227-7029 Identification of Technical Data

DFAR 252.227-7030 Technical Data - Withholding of Payment

DFAR 252.227-7031 Data Requirements

DFAR 252.227-7037 Validation of Restrictive Markings on Technical Data

DFAR 252.228-7005 Accident Reporting and Investigation Involving Aircraft, Missiles, and Space Launch Vehicles

DFAR 252.235-7002 Animal Welfare

DFAR 252.235-7003 Frequency Authorization

DFAR 252.237-7021 Waiver of Limitation on Severance Payments to Foreign Nations

DFAR 252.239-7010 Audit and Records-Common Carriers

DFAR 252.239-7016 Telecommunications Security Equipment, Devices, Techniques, and Services

DFAR 252.247-7023 Transportation of Supplies by Sea

DFAR 252.247-7024 Notification of Transportation of Supplies by Sea

DFAR 252.249-7001 Notification of Substantial Impact on Employment

DFAR 252.249-7002 Notification of Proposed Program Termination or Reduction DFAR 252.271-7001 Recovery of Nonrecurring Costs on Commercial Sales of Defense Products and Technology and of Royalty Fees for Use of DOD Technical Data

Equal Opportunity Clause

Section E is incorporated into all Contracts. In this section "supplier" means "Seller".

The supplier will not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The contractor will take affirmative action to ensure that applicants are employed and that employees are treated during employment, without regard to their race, color, religion, sex or national origin. Such action shall include, but not be limited to the following: Employment, upgrading, demotion or transfer, recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; the selection for training, including apprenticeship. The supplier agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of this nondiscrimination clause.

The supplier will, in all solicitations or advertisements for employees places by or on behalf of the supplier, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex or national origin.

The supplier will send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding, a notice, advising the labor union or worker's representative of the suppliers commitments under section 202 of Executive Order 11246 of September 24, 1965, and shall post copies of the notice in conspicuous places available to employees and applicants for employment.

The supplier will comply with all provisions of Executive Order 11246 of September 24, 1965, and the rules, regulations and relevant orders of the Secretary of Labor.

The supplier will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by the rules, regulations, and orders of the Secretary of Labor or pursuant thereto, and will permit access to his books, records, and accounts by the contracting agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations and orders.

In the event of the supplier's noncompliance with the nondiscrimination clauses of this contract or with any such rules, regulations or orders, this contract may be canceled, terminated or suspended in whole or in part and the contractor may be declared ineligible for further Government contract in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor or as otherwise provided by law.

The supplier will include the provisions of paragraph (1) through (7) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The supplier will take action with respect to any subcontractor or vendor. The supplier will take such action with respect to any subcontract or purchase order as the contracting agency may direct as a means of enforcing such provisions including sanctions for noncompliance. Provided, however, that in the event the supplier becomes involved in, or is threatened with , litigation with subcontractor or vendor as a result of such direction by the contracting agency, the supplier may request the United States to enter into such litigation to protect the interests of the United States.

Seller agrees to assume the obligation of compliance with the requirements of Executive Order 11246, Executive Order 11241, the Rehabilitation Act of 1973, the Vietnam Era Veterans Readjustment Act of 1974, all as amended and all rules and regulations there under.