PURCHASE ORDER TERMS AND CONDITIONS · (Form 2644, August 2012) 1 PURCHASE ORDER TERMS AND...

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(Form 2644, August 2012) 1 PURCHASE ORDER TERMS AND CONDITIONS SECTION A DEFINITIONS The following definitions apply unless otherwise specifically stated: * "Buyer" means Curtiss-Wright Controls, Inc., the legal entity issuing this Order. * "Buyer's Purchasing Representative" means the individual designated by Buyer as its authorized representative for communications with Seller in connection with this Order. * "Seller" means the legal entity which contracts with the Buyer. * "Order" or "Purchase Order" or “Purchase Document” means this purchase order, including addenda or amendments hereto. * “Subcontractor” means Seller’s subcontractor(s). SECTION B BUYER'S STANDARD COMMERCIAL CLAUSES B-1 ACCEPTANCE Seller’s acceptance of this Order is expressly limited to the terms and conditions stated herein. Any additions, deletions, or differences in any terms proposed by Seller are hereby objected to and rejected unless Buyer otherwise agrees in writing. Seller shall indicate its acceptance of this Order by having its duly authorized representative sign the signature block on the Acknowledgment Copy of this Order. Seller shall return the executed Acknowledgment Copy of this Order within ten (10) days of receipt from Buyer. If Seller fails to do so, this Order shal l be deemed accepted upon Seller’s commencement of any work or performance for this Order. This Order, when accepted, constitutes the entire agreement between the parties with respect to its subject matter, and supersedes any other prior or contemporaneous agreements, representations or understandings between the parties with respect to its subject matter. No different or additional provision, change or modification to this Order shall be binding upon Buyer unless in writing and signed by Buyer’s Purchasing Representative. B-2 SPECIFICATIONS, DRAWINGS, DATA - All specifications, drawings and data referred to in this Order are incorporated by reference herein and made a part hereof. Seller acknowledges that it has available to it all specifications, drawings and data incorporated in this Order and that they are adequate to enable Seller to perform the work required of this Order in accordance with the delivery schedule. B-3 MARKING, PACKING AND SHIPPING - A master packing sheet in duplicate shall accompany each shipment. Packing sheets shall not show any prices. Buyer's count or weight shall be accepted as final and conclusive on shipments not accompanied by packing sheets. Each container shall have plainly marked on its exterior the following: (1) Name of Seller, (2) Name of Buyer, (3) Order number, (4) Quantity of Parts or Units in container, (5) Part Number, (6) Date of shipment, (7) Bill of Lading Number, (8) Packing Sheet Number, (9) Shipping Container Number in Lot, and (10) Number of Containers in Lot. Seller shall mark, pack and ship all goods and supplies in accordance with the requirements of this Order, any supplemental Buyer instructions, and so as to be in compliance with applicable transportation regulations and good

Transcript of PURCHASE ORDER TERMS AND CONDITIONS · (Form 2644, August 2012) 1 PURCHASE ORDER TERMS AND...

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PURCHASE ORDER TERMS AND CONDITIONS

SECTION A

DEFINITIONS

The following definitions apply unless otherwise specifically stated:

* "Buyer" means Curtiss-Wright Controls, Inc., the legal entity issuing this Order.

* "Buyer's Purchasing Representative" means the individual designated by Buyer as its authorized

representative for communications with Seller in connection with this Order.

* "Seller" means the legal entity which contracts with the Buyer.

* "Order" or "Purchase Order" or “Purchase Document” means this purchase order, including

addenda or amendments hereto.

* “Subcontractor” means Seller’s subcontractor(s).

SECTION B

BUYER'S STANDARD COMMERCIAL CLAUSES

B-1 ACCEPTANCE – Seller’s acceptance of this Order is expressly limited to the terms and conditions stated

herein. Any additions, deletions, or differences in any terms proposed by Seller are hereby objected to and

rejected unless Buyer otherwise agrees in writing. Seller shall indicate its acceptance of this Order by

having its duly authorized representative sign the signature block on the Acknowledgment Copy of this

Order. Seller shall return the executed Acknowledgment Copy of this Order within ten (10) days of receipt

from Buyer. If Seller fails to do so, this Order shall be deemed accepted upon Seller’s commencement of

any work or performance for this Order. This Order, when accepted, constitutes the entire agreement

between the parties with respect to its subject matter, and supersedes any other prior or contemporaneous

agreements, representations or understandings between the parties with respect to its subject matter. No

different or additional provision, change or modification to this Order shall be binding upon Buyer unless

in writing and signed by Buyer’s Purchasing Representative.

B-2 SPECIFICATIONS, DRAWINGS, DATA - All specifications, drawings and data referred to in this Order

are incorporated by reference herein and made a part hereof. Seller acknowledges that it has available to it

all specifications, drawings and data incorporated in this Order and that they are adequate to enable Seller

to perform the work required of this Order in accordance with the delivery schedule.

B-3 MARKING, PACKING AND SHIPPING - A master packing sheet in duplicate shall accompany each

shipment. Packing sheets shall not show any prices. Buyer's count or weight shall be accepted as final and

conclusive on shipments not accompanied by packing sheets. Each container shall have plainly marked on

its exterior the following: (1) Name of Seller, (2) Name of Buyer, (3) Order number, (4) Quantity of Parts

or Units in container, (5) Part Number, (6) Date of shipment, (7) Bill of Lading Number, (8) Packing Sheet

Number, (9) Shipping Container Number in Lot, and (10) Number of Containers in Lot. Seller shall mark,

pack and ship all goods and supplies in accordance with the requirements of this Order, any supplemental

Buyer instructions, and so as to be in compliance with applicable transportation regulations and good

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commercial practice for protection and shipment. Seller shall secure the most advantageous transportation

service and rates consistent with the routing guide provided by the Buyer and/or the buyer’s transportation

logistics company. Bills of lading, express receipts, or other evidence of shipment containing the

information required above shall be mailed to Buyer on date of shipment. All shipments by Seller to Buyer

under this Order shall be shipped Freight Collect. For all domestic shipments, Seller shall make no

declaration concerning the value of the products shipped.

B-4 TAXES - Except as may be otherwise provided in this Purchase Order, the prices herein include all

applicable federal, state and local taxes and duties, but do not include any such tax or duty for which an

exemption is available. Seller agrees to accept and use any exemption certificates supplied by Buyer, if

acceptable to the taxing authorities. In case it shall ever be determined that any tax or duty included in the

prices herein was not required to be paid by Seller, or if required to be paid is subject to refund, the price

shall be decreased by the amount thereof or such amount shall be paid to Buyer as Buyer may elect. The

price shall be similarly decreased if Seller, through fault or negligence or failure to follow Buyer's

instructions, is required to pay or does not obtain a refund or drawback or any such tax or duty.

B-5 INVOICES - Seller shall submit separate invoices in triplicate for each shipment or completed service

against this Order containing the information required above together with the agreed prices for the goods,

supplies or services in question. No separate or additional charges are payable by Buyer for marking,

packing (including containers, crating, boxing, handling, dunnage, drayage, etc.) storage, or shipping unless

specifically stated in this Order. Buyer shall process Seller's invoices for payment within sixty days of

receipt of same by Buyer, provided, however, that Buyer shall have no obligation to pay Seller unless and

until the goods, supplies and/or services covered by this Order have been inspected, tested and/or found

acceptable under this Order. The buyer may elect to make payment within ten (10) days of receipt of

invoice in which case seller shall grant a 1% discount for the invoiced amount.

B-6 PUBLIC RELEASES - Except as required by law or regulation, no news release, public announcement or

advertising material concerned with this Order shall be issued by Seller without prior written consent of

Buyer.

B-7 COMMUNICATION WITH BUYER’S CUSTOMER(S) - Buyer shall be solely responsible for all liaison

and coordination with the buyer’s customer, including the U. S. Government, as it affects the applicable

prime contract, this Contract, and any related contract.

B-8 COMPLIANCE WITH LAWS - Seller in the performance of this Order shall comply with all federal, state

and local laws, rules and regulations applicable to or incorporated by reference in this Order, including but

not limited to, all applicable environmental protection laws, rules and regulations, the Fair Labor Standards

Act of 1938, as amended (29 U.S.C. § 201 et seq.) and all rules and regulations thereunder. Each invoice

submitted against this Order shall constitute a representation and warranty by Seller that the goods, supply

and/or services were delivered in compliance with all such legal requirements, and if Buyer is subjected to

any liability as the result of Seller’s or its Subcontractors’ failure to comply with the requirements of this

clause, then Seller agrees to indemnify and hold Buyer harmless to the full extent of any loss, damage or

expense resulting from such failure.

B-9 BUYER FURNISHED PROPERTY -

(a) All tooling, equipment or material of every description furnished to Seller by Buyer, or acquired or

manufactured by Seller for use in the performance of this Order, the costs of which are charged to this

Order, and any replacement thereof, shall be and remain the property of the Buyer, except when title to

such property lies with the Government, in which case the property shall be and remain Government

property. Buyer makes no representation whatsoever with respect to any such property, or as to its

adequacy or condition.

(b) Seller (1) shall be responsible for all loss or damage to any such property while in Seller’s custody or

control except for reasonable wear and tear, (2) shall keep adequate cost records of same, (3) shall keep

same in working condition, (4) shall not substitute any property for same, and (5) shall not use any such

property except in filling Buyer’s orders.

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(c) Said property, together with operation sheets or process data necessary to show the use thereof shall be

subject to removal at Buyer’s direction, and, upon completion, cancellation or termination of this Order,

shall be held free of charge pending instructions from Buyer.

(d) With respect to tooling charged to this Order, Buyer shall not be obligated to pay the cost thereof until

(1) the first run of parts fabricated by means thereof is accepted pursuant to Clause B-11 as conforming to

Order requirements, (2) Seller furnishes an itemized list of such tooling and (3) Seller has marked or

otherwise adequately identified same to correspond to the number of the part made by means thereof.

(e) For the purposes of this Clause, the term "material" includes but is not limited to items such as parts

already in process by Buyer, and forgings, castings, bar stock and other material supplied by Buyer to be

processed, manufactured and/or incorporated by Seller into deliverable items under this Order. If Seller

scraps such items in excess of any permissible scrap allowance set forth on the face sheet of this Order

Seller shall, without limiting Buyer’s other remedies under this Order, at law, or in equity, be liable for the

full replacement cost of such items.

B-10 DELAYS IN PERFORMANCE - Neither party shall be liable for damages or delays in performance due to

causes beyond its reasonable control or without its fault or negligence including but not limited to, acts of

God or the public enemy, acts of the federal, state or local governments, fires, floods, epidemics, quarantine

restrictions, strikes, freight embargoes, and unusually severe weather, provided, however, that Seller shall

be relieved of liability only if it shall give written notice to the Buyer of the cause of the delay within five

days from the beginning thereof and, provided, further, and notwithstanding any other provisions of this

Order, if in Buyer's judgment such delays shall threaten or impair Buyer's ability to meet its delivery

schedule, Buyer may, at its sole option and without obligation or liability to Seller, cancel or terminate this

Order by written notice to Seller.

B-11 INSPECTION AND REJECTION -

(a) All supplies, material and services shall be subject to inspection and test at all times and places,

including the period of manufacture and in any event prior to acceptance, by Buyer, Buyer's customer, and

also by the Government if a Government Prime Contract number appears on the face of this Order or if this

Order otherwise indicates that it is placed under a Government Prime Contract. Seller shall provide,

without charge, facilities, assistance and pertinent data required for adequate and convenient inspection and

test by personnel of the Buyer, Buyer's customer and/or the Government.

(b) Seller shall provide and maintain a quality control system in accordance with Buyer's “Supplier

Quality Requirements” (SQR-100, current revision) and in accordance with the specifications cited

herein. Buyer may base its rejection of any or all supplies, material and services on inspection by

sampling. In case of rejection, Buyer shall not be liable for any

reduction in value of items used in connection with such inspection or test. Nothing in this Clause shall

relieve Seller of its obligations to make full and adequate test and inspection and to furnish supplies

material and services which conform to all Order requirements and are free from defects.

(c) All supplies, material and services are subject to final inspection and acceptance at destination,

notwithstanding prior inspection or payment. In case any supplies, material or services are defective or

otherwise not in conformity with Order requirements, Buyer may elect to terminate this Purchase Order for

default or, without waiving any other remedies that may be provided by law, may (1) reject and return the

supplies and material at Seller's expense for refund of invoice price or for correction or replacement or (2)

rework same to conform them to Order requirements and charge Seller the cost occasioned thereby, or (3)

require that Seller re-perform non-conforming services and/or (4) equitably adjust the price. This Clause

shall not affect any of the rights or liabilities of the parties under Clause B-12 hereof entitled "Warranty".

(d) Seller is urged to participate in Buyer’s Delegated Inspection Program if the criteria defined in QAP 3-

1-5 “Delegated Inspection Authority” (current revision) are met. If acceptable status has been achieved,

Buyer will contact Seller with pertinent details regarding the program. This program is not available to raw

material, forging, or casting manufacturers.

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B-12 WARRANTY -

(a) Seller warrants that all goods, supplies or services delivered under this Order shall be merchantable, free

from defects in material and workmanship, conform to specifications and drawings, and, to the extent that

detailed designs have not been furnished by Buyer, be free from defects in design and suitable for the

purposes intended by Buyer. Buyer's approval of designs furnished by Seller shall not relieve Seller of its

obligations under any provision of this Order, including this Warranty.

(b) Seller's warranties hereunder shall run to Buyer, its successors, assigns, customers and users of its

products and shall extend to any defect or nonconformity arising within four years after acceptance of

products by Buyer.

(c) With respect to items not in accordance with any such warranties, Buyer, without waiving any remedies

provided by law and/or under this Order, may require Seller (1) to correct or replace items, or re-perform

services at Seller's risk and expense or (2) to refund such portion of the Order price as is equitable under the

circumstances. Items or material corrected or replaced shall be subject to the provisions of this Order in the

same manner as those originally delivered hereunder. If Seller refuses or fails promptly to correct or

replace such items, or to re-perform services when requested by Buyer, Buyer may, by contract or

otherwise, correct or replace such items or procure substitute services and Seller agrees to reimburse Buyer

for the costs incurred thereby.

B-13 ASSIGNMENT, SUBCONTRACTING AND SET OFF - None of the sums due or to become due under

this Order shall be assigned nor shall Seller subcontract this Order or any substantial portion thereof

(except for standard commercial supplies or raw materials) without Buyer's prior written consent. Buyer

shall have the right to set off against any amounts which may become payable by Buyer to Seller under this

Order or otherwise any amounts which Seller may owe to Buyer, whether arising under this Order or

otherwise.

B-14 ADVANCE MANUFACTURING, PROCUREMENT AND DELIVERY - Seller shall not manufacture,

procure materials, or perform any other work with respect to any supplies, material or services ordered

hereunder except in strict accordance with releases in writing issued by the Buyer. In the event of change,

Termination for Convenience or Cancellation of unreleased quantities, no claim will be allowed with

respect to such unreleased quantities nor shall any adjustment be made in the price of supplies or material

delivered or released for delivery.

B-15 REPRODUCTION AND DATA RESTRICTIONS -

(a) Seller agrees not to make any use of the data, drawing, specifications, and other information furnished

to it by Buyer except for the performance of this Order, and Seller further agrees not to disclose such data,

drawings, specifications, or other information to others except for the performance of this Order under

similar restrictions against use and disclosure. Upon completion, cancellation or termination of this Order,

Seller shall return to Buyer, on demand, all such data, drawings, specifications, and other information

including copies made by Seller and Seller's subcontractors.

(b) Notwithstanding the restrictions against use and disclosure contained in the preceding paragraph, data,

drawings, specifications and other information furnished to Seller by Buyer may be used by Seller in the

manufacture of articles for direct sale to the Government to the extent that the Government has the right to

authorize such use by Seller of said data, drawings, specifications and other information for Seller’s

performance of such work, provided that Seller:

(i) give Buyer written notice of each such prospective use at least ten (10) days prior to acceptance

of a contract for such articles from the Government, which notice shall contain the name and

address of the procuring agency issuing the contract and the citation of the authority by which the

Government is exercising the right to authorize such use by Seller;

(ii) to the extent practical, prominently identify each article as being manufactured by Seller in the

performance of a contract for the Government;

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(iii) advise Buyer of the method of identification used;

(iv) make no claim against Buyer which arises out of use by Seller of such data, drawings,

specifications or other information; and

(v) indemnify Buyer and hold Buyer harmless from or against any claims or liabilities resulting

from the performance of contracts for the Government.

Where Buyer's data, drawings, specifications or other information are furnished to Seller's supplier for

procurement of supplies by Seller for use in the performance of this Order, Seller shall insert the substance

of this provision in its subcontracts with its suppliers.

B-16 DESIGN AND INVENTION RIGHTS - If this Order has as one of its purposes, design, experimental,

development or research work, Seller agrees to communicate promptly to Buyer full details of any design

or invention (whether or not patentable) conceived or first reduced to practice by Seller or any of its

employees in connection with the performance of this Order. Upon Buyer's request, Seller shall assign to

Buyer all right, title and interest of Seller or its employees in each such design or invention, and perform all

acts (at Buyer's expense) and execute all papers which are necessary to vest in Buyer full right, title and

interest therein, including the patenting thereof.

B-17 RELIANCE - Buyer issuance of this Order is based in part on Buyer's reliance upon Seller's ability,

expertise, and awareness of the intended use of the goods and/or services provided hereunder, and Seller's

continuing compliance with all applicable laws and regulations during the performance of this Order.

Seller acknowledges that it is, and that Buyer relies upon Seller as an expert, fully competent in all phases

involved in designing, producing, testing, developing, tooling, manufacturing, modifying, altering,

reconditioning, stocking, training and servicing the goods and/or services provided under this Order. Seller

will not deny responsibility or obligation to Buyer on the grounds that any such phase was approved or

reviewed by Buyer or on the grounds that Buyer provided drawings, advice, suggestions or

recommendations to Seller.

B-18 GRATUITIES – Seller warrants that neither it nor any of its employees, agents, or representatives have

offered or given, or will offer or give, any gratuities to Buyer’s employees, agents or representatives for the

purpose of securing this Purchase Document or securing favorable treatment under this Purchase

Document.

B-19 DISPUTES –

(a) The parties shall attempt in good faith to resolve any dispute between them arising out of or relating to

this Order promptly by negotiation between executives who have authority to settle the controversy and

who are at a higher level of management than the persons with direct responsibility for administration of

this Order. Such discussions and disclosures shall be treated as compromise and settlement negotiations.

(b) Either party may propose submission of the dispute to arbitration, or to a private judicial procedure, or

to another alternative dispute resolution process; but no party is obligated to agree to any procedure other

than negotiation or litigation.

(c) In the event the parties are unable to resolve a dispute under Clause B-19 (a) and (b) above, Seller

hereby irrevocably consents to the jurisdiction of the federal and/or state courts sitting in Cleveland

County, North Carolina as the sole jurisdictions for the resolution of disputes between them, and Seller

hereby waives and agrees to not to assert any defense that said courts lack in personam jurisdiction over it

or constitute an inconvenient forum for the resolution of such disputes.

(d) Pending resolution of any such dispute by settlement or by final judgment, the parties shall proceed

with performance. Seller's performance shall be in accordance with the written instructions of Buyer’s

Purchasing Representative.

B-20 WAIVER - The failure of Buyer to insist on performance of any provision of this Order shall not be

construed as a waiver by Buyer of that provision in any later instance.

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B-21 CHOICE OF LAW; INTERPRETATION OF CONTRACT - This Order shall be governed by, construed

and interpreted according to the laws of the State of North Carolina, exclusive of its rules with respect to

conflicts of law. The headings contained in these terms and conditions are for organization and reference

and shall not affect interpretation of this Order.

B-22 PARTIAL INVALIDITY - If any clause or part of this Order shall be finally determined by a court of

competent jurisdiction to be illegal or unenforceable, then, notwithstanding, this Order shall remain in full

force and effect as though said illegal or unenforceable clause or part were not contained herein.

B-23 INDEMNITY –

(a) Patents and Intellectual Property. Seller shall indemnify and save Buyer harmless from all losses,

damage and liability which may be incurred on account of infringement or alleged infringement of any

United States or foreign patent, or other claimed intellectual property right, whether or not patentable, with

respect to all goods and supplies delivered under this Order, except for items manufactured by Seller

pursuant to designs solely developed by Buyer and furnished to Seller by Buyer. Seller shall, at its own

expense, settle or defend all suits, actions or claims against Buyer in which any such infringement is

alleged, and if any judgment shall be rendered against Buyer in any such suit, action, or claim, Seller shall,

at its own cost and expense, satisfy and discharge same. The foregoing obligations shall apply to all claims

asserted by third parties against Buyer, including patent infringement claims of the Government against

Buyer, unless Government patent indemnity is elsewhere provided for in this Order.

(b) Personal Injury and Property Damage. Seller covenants and agrees at all times to protect, defend, hold

harmless and indemnify Buyer, its parent and affiliated companies and their respective directors, officers,

employees, successors and assigns from and against any and all claims of loss, damage or injury from and

against any suits, actions, or legal proceedings of any kind brought against Buyer, or such other parties by

or on account of any person, persons, or entities, on account of any injuries received or sustained by any

person, persons, or entities in any manner and/or any damages suffered by Buyer, (howsoever arising,

including without limitation, by reason of negligence, breach of warranty, defect in design, material,

workmanship, services or otherwise, and even though strict liability be claimed), directly or indirectly

caused by, incident to, or growing out of defects in the design, manufacture or materials used in the goods,

or negligence in the manufacture or installation of the goods or any other services supplied hereunder.

(c) Attorneys’ Fees. Seller shall, at its own cost and expense, pay all charges of attorneys, and all costs and

expenses arising from or related to any of the aforesaid suits, actions or claims, or from any other claim for

indemnity made by Buyer against Seller under this Order, including all charges of attorneys, costs and

expenses incurred by Buyer in connection with the enforcement of this Clause B-23 (c) against Seller in

any suit, action or claim.

(d) Insurance. Seller shall also maintain commercially available public liability, contractual liability,

property damage, and employer's liability and worker's compensation insurance sufficient to protect Buyer

from the aforesaid risks. Certificates of such insurance naming Buyer as additional insured shall be filed

with Buyer and shall be subject to Buyer's approval for adequacy of protection.

B-24 CANCELLATION (TERMINATION FOR DEFAULT) -

(a) Buyer may, at its election, cancel this Order in whole or in part by giving notice of default to Seller: (1)

subject to the provisions set forth in Clause B-10, if Seller refuses or fails to deliver the supplies or services

or any part thereof strictly within the time period specified; (2) if Seller fails to comply strictly with any

provision of or repudiates this Order: or (3) if Seller becomes insolvent or subject to proceedings under any

law relating to bankruptcy, insolvency or the relief of same.

(b) Upon cancellation Seller's liability to Buyer shall include all remedies to which Buyer is entitled to at

law or equity including but not limited to the cost of effecting cover for goods, or the cost or procuring

alternative services by purchases or otherwise; and Buyer may require Seller to transfer title and deliver as

directed all property produced, procured or allocated by Seller for this Order, or any canceled portion

thereof.

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(c) Buyer's liability to Seller after cancellation shall be limited to the sum of the agreed price for accepted

supplies or services (equitably reduced if they are non conforming and also subject to Buyer's right to

deduct damages from the price) and, should Buyer, pursuant to (b) above, require the delivery of property,

the smallest of (1) its reasonable market value or (2) its cost to Seller.

(d) Upon cancellation Buyer may require that Seller assign instead of terminate its purchase orders and

subcontracts hereunder to the extent and in such manner as Buyer may direct.

B-25 TERMINATION FOR CONVENIENCE - Buyer shall have the right, even though Seller is not in default,

to terminate this Order in whole or in part by written notice without judicial intervention being necessary.

In such event, Seller shall be paid the agreed price for the goods or services delivered to and accepted by

Buyer, plus reasonable costs incurred on any partly completed goods or services so terminated, which shall

in no event exceed the agreed price, less the aggregate of all prior payments made. The Seller is required to

provide cost details to Buyer within 30 days of receiving written notice of termination. All amounts paid

shall be determined in accordance with generally accepted accounting principles. In connection with any

such termination, Buyer may examine Seller's records relating to this Order as Buyer may deem necessary,

provided, however, that if Seller objects to an examination of Seller's records by Buyer, a mutually

acceptable independent certified public accounting firm may make such examination and prepare a report

for both parties at Seller's sole expense. Upon payment of the amounts specified above, Seller shall make

such disposition of completed and uncompleted goods as Buyer may direct. Immediately upon receipt of a

notice of termination Seller shall stop the work terminated to the extent specified in the notice and place no

further order or subcontracts except as may be necessary for the completion of the work not terminated.

B-26 SCHEDULE ACCELERATION/DECELERATION – Buyer may revise the delivery schedule without

additional cost or change to the unit price stated in the applicable Order if (a) the delivery date of the

Product under such Order is on or before the last date of contract, if applicable, and (b) Buyer provides

Seller with written notice of such changes. Upon receipt of written notice of the change, Seller shall make

its best effort to implement the change as soon as possible, but in no event shall the change be implemented

later than four (4) months after notification of schedule acceleration or three (3) months after notification of

a schedule deceleration.

B-27 STOP-WORK ORDER -

(a) The Buyer may, at any time, by written stop-work order to the Seller, require the Seller to stop all, or

any part, of the work called for by this Order for a period of 90 days after the stop-work order is delivered

to the Seller, and for any further period to which the parties may agree. The stop-work order shall be

specifically identified as a stop-work order issued under this Clause. Upon receipt of the stop-work order,

the Seller shall immediately comply with its terms and take all reasonable steps to minimize the incurring

of costs allocable to the work covered by the stop-work order during the period of work stoppage. Within a

period of 90 days after a stop-work order is delivered to the Seller, or within any extension of that period to

which the parties shall have agreed, the Buyer shall either -

(i) Cancel the stop-work order; or

(ii) Terminate the work covered by the stop-work order as provided in the Cancellation, or the

Termination for Convenience Clause of this Order.

(b) If a stop-work order issued under this Clause is canceled or the period of the order or any extension

thereof expires, the Seller shall resume work. The Buyer shall make an equitable adjustment in the delivery

schedule or Order price, or both, and the contract shall be modified, in writing, accordingly, if-

(i) The stop-work order results in an increase in the time required for, or in the Seller's cost

properly allocable to, the performance of any part of this Order; and

(ii) The Seller asserts a claim for the adjustment within 30 days after the end of the period of work

stoppage; provided, that, if the Buyer decides the facts justify the action, the Buyer may receive

and act upon the claim asserted at any time before final payment under this Order.

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(c) If a stop-work order is not canceled and the work covered by the stop-work order is terminated for

convenience, the Buyer shall allow reasonable costs resulting from the stop-work order in arriving at the

termination settlement.

(d) If a stop-work order is not canceled and the work covered by the order is canceled for default, the Buyer

shall allow, by equitable adjustment or otherwise, reasonable costs resulting from the stop-work order.

B-28 CHANGES - Buyer, acting through Buyer's Purchasing Representative, may at any time by a written order

and without notice to Seller's sureties or assigns, change the extent of the work covered by the Order, the

drawings, specifications or other description herein, and the time or place of inspection, acceptance or

delivery. Should any such change increase or decrease the cost of, or the time required for, performance of

this Order, an equitable adjustment in the price or delivery schedule or both shall be negotiated, and the

Order shall be modified in writing accordingly. All claims by Seller for each adjustment will be deemed

waived unless submitted to Buyer's Purchasing Representative in writing within 20 days from the date of

such change order. Where the cost of property made obsolete or excess as a result of a change is included

in Seller's claim for adjustment, Buyer shall have the right to prescribe the manner of disposition of such

property. Failure to agree on any claim for equitable adjustment under this clause shall not excuse the

Seller from diligently proceeding with the performance of the Order as changed. No changes (or additional

effort) will be recognized unless authorized in writing by Buyer's Purchasing Representative; and without

such written authorization, Buyer assumes no liability therefore. However, notwithstanding the preceding,

if Seller views any actions (or inactions) by any Buyer personnel as constituting a change or additional

scope to the work to be performed hereunder, Seller shall so notify Buyer's Purchasing Representative in

writing within fifteen (15) days but Seller shall take no action without written authorization from Buyer's

Purchasing Representative.

B-29 CONTINUED PERFORMANCE - If this Order is canceled by reason of Seller's default, or if at any time

Seller becomes unable to meet the delivery requirements of this Order by reason of bankruptcy or

insolvency, Seller hereby grants to Buyer without any further charge a worldwide, non-exclusive, royalty-

free, irrevocable license to use any of Seller's manufacturing data including but not limited to patents,

proprietary data, manufacturing know-how and other intellectual property rights used by Seller in the

performance of this Order to the extent necessary to enable Buyer to make, or have made or performed by

others for Buyer, goods and services of the kind to be delivered under this Order.

B-30 ENTIRE AGREEMENT- This Order sets forth the entire agreement and understanding between the parties

regarding the subject matter of this Order. It supersedes all prior agreements between the parties on said

subject matter; there are no other representations, contemporaneous understandings or agreements, oral or

written, between the parties on said subject matter. No waiver, modification of, change or addition to this

Order shall be effective unless agreed to in writing, signed by a duly authorized representative of Seller and

by Buyer’s Purchasing Representative.

B-31 NOTICES - Notices required to be sent to Buyer under this Order shall be sent by certified U.S. Mail to

Buyer's Purchasing Representative, Curtiss-Wright Controls, Inc., 201 Old Boiling Springs Rd., Shelby,

NC 28152, or by such other means as are approved in writing by Buyer’s Purchasing Representative.

B-32 GENERAL AND INTERNATIONAL REQUIREMENTS -

Language

The Parties hereto have agreed that this Agreement be drafted in American English only. Where Seller

resides in Quebec, Canada, les parties aux presentes tes ont convenu de rediger ce contrat en Anglais

seulement: All contractual documents and all correspondence, invoices, notices and other documents shall

be submitted in American English. Any necessary conversations shall be held in English. Buyer shall

determine whether measurements will be in the English or Metric system or a combination of the two

systems. Seller shall not convert measurements, which Buyer has stated in an English measurement system

into the Metric system in documents furnished to Buyer.

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(Form 2644, August 2012) 9

Currency

Unless specified elsewhere herein, all prices shall be stated in and all payments shall be made in the

currency of the United States of America (U.S. Dollars). No adjustments to any prices shall be made for

changes to or fluctuations in currency exchange rates.

Import/Export

a. Seller shall comply with applicable import and export laws and regulations of Seller’s country and of

the United States and with all applicable export licenses and their provisos. This Purchase Document

may involve information or items which are subject to the International Traffic in Arms Regulations

(ITAR) or Export Administration Regulations (EAR) and which may not be released to “Foreign

Persons” inside or outside the United States without the proper export authority. The ITAR defines a

Foreign person as any person who is not a U.S. citizen, a lawful permanent resident as defined by 8

U.S.C. 1101(a)(20), or a protected individual as defined by 8 U.S.C. 1324b(a)(3). Foreign Person also

means a corporation, business association, partnership, or any other entity that is not incorporated or

organized to do business in the United States, as well as international organizations, foreign

governments, and any agency or subdivision of foreign governments (e.g. diplomatic missions).

b. The importer/exporter of record has obtained or will obtain and properly utilize, U.S. Government

import/export authorization to furnish to Seller any defense articles, technical data, defense services,

software, and/or other controlled items (together referred to herein as “Controlled Items”) requiring

such authorization, which are necessary for Seller to perform this Purchase Document.

Such Controlled Items are authorized for export only to Seller’s country for use by Seller and may not,

without the prior written approval of the U.S. Government, be transferred, transshipped on a non-

continuous voyage, or otherwise disposed of in any other country, either in their original form or after

being incorporated into other end items.

If so requested by the importer/exporter of record, the other party shall assist in obtaining such

authorization. If U.S. Government import/export authorization is not available, cannot be obtained, or

is obtained and subsequently revoked, Controlled Items to be delivered or exchanged pursuant to this

Purchase Document shall not be imported, exported, or re-exported. Resale or other transfer of items

delivered or exchanged pursuant to this Purchase Document shall be in accordance with this clause.

c. U.S. Government import/export authorization is based upon the following ITAR requirements and

upon all applicable export licenses with which Seller agrees to comply

a. Seller shall use Controlled Items furnished by Buyer only in the manufacture of products in

accordance with this Purchase Document.

b. Seller shall not disclose or provide Controlled Items furnished by Buyer to any Foreign

Person either in the United States or abroad before obtaining written authorization from Buyer

or from the U.S. Department of State Office of Defense Trade Controls, except that if Seller is

itself a Foreign Person, it may disclose or provide Controlled Items furnished by Buyer to

Seller’s employees who are nationals of Seller’s country of site.

c. Seller acquires no rights in Controlled Items furnished by Buyer except to use them to

perform this Purchase Document. Seller shall not purport to convey to any subcontractor or

person any greater rights in the data than Seller has. Seller may convey to subcontractors the

right to use the Controlled Items only as required to perform their subcontracts.

d. Seller shall deliver the articles manufactured in accordance with this Purchase Document only

to Buyer in the United States or, with Buyer’s authorization, to the U.S. Government.

e. Upon completion or termination of the Purchase Document, Buyer may require Seller to: i)

return to Buyer all technical data furnished by Buyer pursuant to this Purchase Document; or

ii) destroy such technical data and to certify in writing to such destruction.

f. Seller shall impose these requirements, a through f inclusive, suitably revised to properly

identify the parties, on all subcontractors to whom Seller intends to furnish Controlled Items

provided by Buyer for use by the subcontractors in performance of subcontracts.

d. Seller agrees, in addition to the above procedures established by the ITAR, to place the following

legend on all technical data obtained, used, generated, or delivered in performance of this Purchase

Document:

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WARNING-Information Subject to Export Control Laws-This document may contain

information subject to the International Traffic in Arms Regulation (ITAR) or the Export

Administration Regulation (EAR) of 1979. This information may not be exported, released,

or disclosed to Foreign Nationals outside the United States without first complying with the

export.

Mutual Assistance in Obtaining Import/Export Authorizations under ITAR or EAR

a. Upon request of Buyer’s Authorized Procurement Agent, Seller shall, promptly and without additional

cost, furnish Buyer with any documentation, including import certificates or end-user statements from

Seller or Seller’s government, which is reasonably necessary to support Buyer’s application for U.S.

import or export authorizations. Buyer shall not be responsible for delays in U.S. import or export of

Controlled Items supplied hereunder by Buyer due to a lack of necessary documentation from Seller or

Seller’s country.

b. Seller shall be responsible for obtaining required import or export approvals, including licenses to

import or export equipment or authorizations for Buyer to locate personnel and furnish in-country

technical assistance.

c. Upon Seller’s request, Buyer shall promptly furnish Seller with any documentation, including import

certificates or end-user statements from Buyer or the U.S. Government, which is reasonably necessary

to support Seller’s application for import or export authorizations issued by Seller’s government.

Seller shall not be responsible for delays in import or export of Controlled Items supplied hereunder by

Seller into or out of Seller’s country due to a lack of necessary documentation from Buyer or Buyer’s

country.

d. If the government of either party denies, fails to grant, or revokes any import or export authorizations

necessary for the performance of the Purchase Document, that party shall immediately notify the other

party and neither party shall be responsible for performance or payment under this Purchase Document

for directly affected activities.

B-33 RIGHT OF ACCESS –

a. Seller and Seller’s sub-tiers shall allow right-of-access to their facilities and applicable records to

Buyer, Buyer’s customers, the Government, and the FAA for all items contained in this Purchase

Document.

b. Seller shall accommodate requests for financial review and production rate readiness.

B-34 UTILIZATION OF SMALL BUSINESS CONCERNS - Seller agrees to actively seek out and provide the

maximum practicable opportunities for small business concerns (SB), small disadvantaged business

concerns (SDB), women-owned small business concerns (WOSB), historically black colleges and

universities (HBCU) and minority institutions (MI), HUB Zone small business concerns (HUB Zone SB),

Veteran Owned small business concerns (VOSB), Service-Disabled Veteran Owned small business

concerns (SDVOSB), Alaska Native Corporations (ANC’s) and Indian Tribes that are not small businesses

to participate in the subcontracts Seller awards to the fullest extent consistent with the efficient

performance of this Purchase Document. Any business awarded to a Seller (or sub-tier) with the

understanding that they are a small business or categorized small business, as listed above, must have the

necessary certifications and/or approvals as deemed necessary by the Small Business Administration (SBA)

and be willing to acknowledge their categorization annually. In addition, Seller (or sub-tier) understands

that any misrepresentation will be subject to Offenses and Penalties as noted in 15 U.S.C. 645.

B-35 CODE OF BASIC WORKING CONDITIONS AND HUMAN RIGHTS - Buyer is committed to providing

a safe and secure working environment and the protection and advancement of basic human rights in its

operations. Buyer strongly encourages Seller to adopt and enforce similar concepts, including conducting

Seller’s operations in a manner that is fully compliant with all applicable laws and regulations pertaining to

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(Form 2644, August 2012) 11

fair wages and treatment, freedom of association, personal privacy, collective bargaining, workplace safety

and environmental protection.

B-36 SLAVERY / HUMAN TRAFFICKING – Seller hereby certifies that the production of materials

incorporated into any product sold or otherwise provided to Curtiss-Wright Corporation and/or its

subsidiaries complies with laws regarding slavery and human trafficking of the states, provinces or

countries in which seller’s company does business.

B-37 ENVIRONMENTAL HEALTH AND SAFETY PERFORMANCE – Seller acknowledges and

accepts full responsibility to maintain an environmental, health and safety management system

(“EMS”) appropriate for its business throughout the performance of this Contract. Buyer expects

that Seller’s EMS will promote health and safety, environmental stewardship, and pollution

prevention by appropriate source reduction strategies. Seller shall convey the requirement of this

clause to its suppliers.

B-38 REQUIREMENTS FOR CHEMICALS – If raw materials, parts, or assemblies contain substances

of very high concern (SVHC’s) as prescribed by EU directive EC No. 1907/2006, Registration,

Evaluation, and Authorization of Chemicals, identification shall be included with the shipment.

This identification should list the SVHC-designated chemicals present in the purchased article and

the conditions under which handling precautions should be taken. Warning statements for

products manufactured with ozone depleting chemicals, as required by the Clean Air Act of 1990,

section 611, 40 C.F.R., part 82, should not be applied directly to the parts or items. All such

statements are to be included in a separate writing such as the bill of lading, shipment papers or

any other proper notification that complies with the listed regulation. Fire suppression systems,

and chemicals or chemical compounds shall have the warning statement applied directly to the

product.

B-39 PROPERTY INSURANCE -

Insurance

Seller shall obtain and maintain continuously in effect a property insurance policy covering loss

or destruction of or damage to all property in which Buyer does or could have an insurable

interest pursuant to this Agreement, including but not limited to Tooling, Buyer-furnished

property, raw materials, parts, work-in-process, incomplete or completed assemblies and all other products

or parts thereof, and all drawings, specifications, data and other materials relating to any of the foregoing in

each case to the extent in the possession or under the effective care, custody or control of Seller or any

agent, employee, affiliate, subcontractor or supplier to Seller, in the amount of full replacement value

thereof providing protection against all perils normally covered in an “all risk” property insurance policy

(including without limitation fire, windstorm, explosion, riot, civil commotion, aircraft, earthquake, flood

or other acts of God). Any such policy shall be with insurers reasonably acceptable to Buyer and shall (i)

provide for payment of loss there under to Buyer, as loss payee, as its interests may appear and (ii) contain

a waiver of any rights of subrogation against Buyer, its subsidiaries, and their respective directors, officers,

employees and agents.

Certificate of Insurance

Upon written request from Buyer, Seller shall provide to Buyer certificates of insurance reflecting full

compliance with the requirements set forth above. Such certificates shall be kept current and in compliance

throughout the period of the Agreement and shall provide for thirty (30) days advanced written notice to

Buyer in the event of cancellation, non-renewal or material change adversely affecting the interests of

Buyer.

Notice of Damage or Loss

Seller shall give prompt written notice to Buyer of the occurrence of any damage or loss to any property

required to be insured herein. If any such property shall be damaged or destroyed, in whole or in part, by

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(Form 2644, August 2012) 12

an insured peril or otherwise, and if no Event of Default shall have occurred and be continuing, then Seller

may, upon written notice to Buyer, settle, adjust, or compromise any and all such loss or damage not in

excess of Two Hundred Fifty Thousand Dollars ($250,000) in any one occurrence and Five Hundred

Thousand Dollars ($500,000) in the aggregate. Seller may settle, adjust or compromise any other claim by

Seller only after Buyer has given written approval, which approval shall not be unreasonably withheld.

B-40 COUNTERFEIT PARTS PREVENTION -

a. For purposes of this clause, Work consists of those parts delivered under this Contract that are the

lowest level of separately identifiable items (e.g., articles, components, goods, and assemblies).

"Counterfeit Work" means Work that is or contains items misrepresented as having been designed

and/or produced under an approved system or other acceptable method. The term also includes

approved Work that has reached a design life limit or has been damaged beyond possible repair, but is

altered and misrepresented as acceptable.

b. Seller agrees and shall ensure that Counterfeit Work is not delivered to Buyer.

c. Seller shall only purchase products to be delivered or incorporated as Work to Buyer directly from the

Original Component Manufacturer (OCM)/Original Equipment Manufacturer (OEM), or through an

OCM/OEM authorized distributor chain. Work shall not be acquired from independent distributors or

brokers unless approved in advance in writing by Buyer.

d. Seller shall immediately notify Buyer with the pertinent facts if Seller becomes aware or suspects that

it has furnished Counterfeit Work. When requested by Buyer, Seller shall provide OCM/OEM

documentation that authenticates traceability of the affected items to the applicable OCM/OEM.

SECTION C

FEDERAL ACQUISITION REGULATION CLAUSES

If a Government Prime Contract number app0ears on the face of this Order, or if this Order otherwise

indicates that it is placed under a Government Prime Contract, the full text of the clauses of the Federal

Acquisition Regulation ("FAR") and DoD FAR Supplement ("DFARS"), which are identified below, are

incorporated herein by reference. If Buyer’s Prime Contract or that of Buyer’s customer is issued by the

Department of the Air Force, the full text of the Air Force FAR Supplement (“AF-FARS”) and Air Force

Material Command FAR Supplement ("AFMC-FARS") clauses set forth below are also incorporated herein

by reference. Seller also agrees to negotiate in good faith with Buyer for the inclusion in this Order of any

additional FAR, DFARS, AF-FARS, AFMC FARS or other clauses under federal laws or federal

procurement regulations which Buyer is required to flow down to Seller. All clauses are incorporated

herein subject to the following definitions, and further subject to additional modifications indicated under

particular clauses:

* "Government" and “Contracting Officer” mean Buyer.

* "Prime Contract" means the Government prime contract and/or Buyer's upper tier

subcontract for which this Order is issued.

* "Contractor" means Seller.

* "Subcontractor" means Seller's subcontractor.

* "Contract" means this Order.

C-1 FAR 52.202-1, DEFINITIONS (Version in effect as of the date of this Order).

C-2 FAR 52.203-2, CERTIFICATE OF INDEPENDENT PRICE DETERMINATION (Version in

effect as of the date of this Order).

C-3 FAR 52.203-3, GRATUITIES (Version in effect as of the date of this Order).

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(Form 2644, August 2012) 13

C-4 FAR 52.203-5, COVENANT AGAINST CONTINGENT FEES (Version in effect as of the date of this

Order), in which “Government” means Buyer in paragraph (a). Elsewhere "Government" means "Buyer

and/or Government."

C-5 FAR 52.203-6, RESTRICTIONS ON SUBCONTRACTOR SALES TO THE GOVERNMENT (Version in

effect as of the date of this Order).

C-6 FAR 52.203-7, ANTI-KICKBACK PROCEDURES (Version in effect as of the date of this Order). In

paragraph (c)(2) the following is added: "Seller shall send a copy of such report to Buyer." Paragraph (d)

is added: “(d) Seller agrees to indemnify and hold Buyer harmless from any and all costs, liabilities or

administrative offsets incurred by Buyer as a result of violations of the Act or this provision by Seller, its

employees, its subcontractors or their employees.”

C-7 FAR 52.203-8, CANCELLATION, RESCISSION, AND RECOVERY OF FUNDS FOR

ILLEGAL OR IMPROPER ACTIVITY (Version in effect as of the date of this Order).

C-8 FAR 52.203-10, PRICE OR FEE ADJUSTMENT FOR ILLEGAL OR IMPROPER ACTIVITY

(Version in effect as of the date of this Order).

C-9 FAR 52.203-11, CERTIFICATION AND DISCLOSURE REGARDING PAYMENTS TO INFLUENCE

CERTAIN FEDERAL TRANSACTIONS (Version in effect as of the date of this Order), and FAR 52.203-

12, LIMITATIONS ON PAYMENTS TO INFLUENCE CERTAIN FEDERAL TRANSACTIONS

(Version in effect as of the date of this Order). The obligations which the subject clauses impose on

offerors, Contractors, and subcontractors are binding on 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 FAR 52.203-11 and FAR 52.203-12, then Seller

agrees to indemnify and hold Buyer harmless to the full extent of any loss, damage or expense resulting

from such failure.

C-10 FAR 52.203-12, LIMITATION ON PAYMENTS TO INFLUENCE CERTAIN FEDERAL

TRANSACTIONS (Version in effect as of the date of this Order).

C-11 FAR 52.203-13, CONTRACTOR CODE OF BUSINESS ETHICS AND CONDUCT (Version in

effect as of the date of this Order).

C-12 FAR 52.203-14, DISPLAY OF HOTLINE POSTER(S) (Version in effect as of the date of this

Order).

C-13 FAR 52.203-15, WHISTLEBLOWER PROTECTIONS UNDER THE AMERICAN RECOVERY

AND REINVESTMENT ACT OF 2009 (Version in effect as of the date of this Order).

C-14 FAR 52.203-16, PREVENTING PERSONAL CONFLICTS OF INTEREST (Version in effect as

of the date of this Order).

C-15 FAR 52.204-1, APPROVAL OF CONTRACT (Version in effect as of the date of this Order).

C-16 FAR 52.204-2, SECURITY REQUIREMENTS (Version in effect as of the date of this Order). This Clause

is applicable if this Contract involves access to classified information. The reference in paragraph (c) to the

Changes clause shall be deemed to refer to the Changes clause of this Order.

C-17 FAR 52.204-3, TAXPAYER IDENTIFICATION (Version in effect as of the date of this Order).

C-18 FAR 52.204-4, PRINTING/COPYING DOUBLE-SIDED ON RECYCLED PAPER (Version in effect as

of the date of this Order). Applies only if this Order exceeds $100,000.

C-19 FAR 52.204-5, WOMEN-OWNED BUSINESS (OTHER THAN SMALL BUSINESS) (Version in effect

as of the date of this Order).

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(Form 2644, August 2012) 14

C-20 FAR 52.204-6, DATA UNIVERSAL NUMBERING SYSTEM (DUNS) NUMBER (Version in effect as of

the date of this Order).

C-21 FAR 52.204-7, CENTRAL CONTRACTOR REGISTRATION (Version in effect as of the date of this

Order).

C-22 FAR 52.204-8, ANNUAL REPRESENTATIONS AND CERTIFICATIONS (Version in effect as of the

date of this Order).

C-23 FAR 52.204-9, PERSONAL IDENTITY VERIFICATION OF CONTRACTOR PERSONNEL (Version in

effect as of the date of this Order).

C-24 FAR 25.204-10, REPORTING EXECUTIVE COMPENSATION AND FIRST-TIER SUBCONTRACT

AWARDS (Version in effect as of the date of this Order).

C-25 FAR 25.204-11, AMERICAN RECOVERY AND REINVESTMENT ACT – REPORTING

REQUIREMENTS (Version in effect as of the date of this Order).

C-26 FAR 25.207-1, NOTICE OF STANDARD COMPETITION (Version in effect as of the date of this Order).

C-27 FAR 25.207-2, NOTICE OF STREAMLINED COMPETITION (Version in effect as of the date of this

Order).

C-28 FAR 25.207-3, RIGHT OF FIRST REFUSAL OF EMPLOYMENT (Version in effect as of the date of this

Order).

C-29 FAR 25.207-4, ECONOMIC PURCHASE QUANTITY - SUPPLIES (Version in effect as of the date of

this Order).

C-30 FAR 25.207-5, OPTION TO PURCHASE EQUIPMENT (Version in effect as of the date of this Order).

C-31 FAR 25.208-8, REQUIRED SOURCES FOR HELIUM AND HELIUM USAGE DATA (Version in effect

as of the date of this Order).

C-32 FAR 25.208-9, CONTRACTOR USE OF MANDATORY SOURCES OF SUPPLY OR SERVICES

(Version in effect as of the date of this Order).

C-33 FAR 25.209-1, QUALIFICATION REQUIREMENTS (Version in effect as of the date of this Order).

C-34 FAR 25.209-2, PROHIBITION ON CONTRACTING WITH INVERTED DOMESTIC

CORPORATIONS-REPRESENTATION (Version in effect as of the date of this Order).

C-35 FAR 25.209-5, CERTIFICATION REGARDING RESPONSIBILITY MATTERS (Version in effect as of

the date of this Order).

C-36 FAR 25.209-6, PROTECTING THE GOVERNMENT’S INTEREST WHEN SUBCONTRACTING

WITH CONTRACTORS DEBARRED, SUSPENDED, OR PROPOSED FOR DEBARMENT (Version in

effect as of the date of this Order).

C-37 FAR 25.209-7, INFORMATION REGARDING RESPONSIBILITY MATTERS (Version in effect as of

the date of this Order).

C-38 FAR 25.209-9, UPDATES OF PUBLICLY AVAILABLE INFORMATION REGARDING

RESPONSIBILITY MATTERS (Version in effect as of the date of this Order).

C-39 FAR 25.209-10, PROHIBITION ON CONTRACTING WITH INVERTED DOMESTIC

CORPORATIONS (Version in effect as of the date of this Order).

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(Form 2644, August 2012) 15

C-40 FAR 25.210-1, MARKET RESEARCH (Version in effect as of the date of this Order).

C-41 FAR 25.211.1, AVAILABILITY OF SPECIFICATIONS LISTED IN THE GSA INDEX OF FEDERAL

SPECIFICATIONS, STANDARDS AND COMMERCIAL ITEM DESCRIPTIONS, FPMR PART 101-29

(Version in effect as of the date of this Order).

C-42 FAR 25.211.2, AVAILABILITY OF SPECIFICATIONS, STANDARDS, AND DATA ITEM

DESCRIPTIONS LISTED IN THE ACQUISITION STREAMLINING AND STANDARDIZATION

INFORMATION SYSTEM (ASSIST) (Version in effect as of the date of this Order).

C-43 FAR 25.211-3, AVAILABILITY OF SPECIFICATIONS NOT LISTED IN THE GSA INDEX OF

FEDERAL SPECIFICATIONS, STANDARDS AND COMMERCIAL ITEM DESCRIPTIONS (Version

in effect as of the date of this Order).

C-44 FAR 25.211-4, AVAILABILITY FOR EXAMINATION OF SPECIFICATIONS NOT LISTED IN THE

GSA INDEX OF FEDERAL SPECIFICATIONS, STANDARDS AND COMMERCIAL INDEX

DESCRIPTIONS (Version in effect as of the date of this Order).

C-45 FAR 52.211-5, MATERIAL REQUIREMENTS (Version in effect as of the date of this Order).

C-46 FAR 52.211-6, BRAND NAME OR EQUAL (Version in effect as of the date of this Order).

C-47 FAR 52.211-7, ALTERNATIVES TO GOVERNMENT-UNIQUE STANDARDS (Version in effect as of

the date of this Order).

C-48 FAR 52.211-14, NOTICE OF PRIORITY RATING FOR NATIONAL DEFENSE, EMERGENCY

PREPAREDNESS, AND ENERGY PROGRAM USE (Version in effect as of the date of this Order).

C-49 FAR 52.211-15, DEFENSE PRIORITY AND ALLOCATION REQUIREMENTS (Version in effect as of

the date of this Order).

C-50 FAR 52.211-16, VARIATION IN QUANTITY (Version in effect as of the date of this Order).

C-51 FAR 52.212-1, INSTRUCTIONS TO OFFERORS – COMMERCIAL ITEMS (Version in effect as of the

date of this Order).

C-52 FAR 52.212-3, OFFEROR REPRESENTATIONS AND CERTIFICATIONS – COMMERCIAL ITEMS

(Version in effect as of the date of this Order).

C-53 FAR 52.212-4, CONTRACT TERMS AND CONDITIONS – COMMERCIAL ITEMS (Version in effect

as of the date of this Order).

C-54 FAR 52.212-5, CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES

OR EXECUTIVE ORDERS – COMMERCIAL ITEMS (Version in effect as of the date of this Order).

C-55 FAR 52.213-1, FAST PAYMENT PROCEDURE (Version in effect as of the date of this Order).

C-56 FAR 52.214-3, AMENDMENTS TO INVITATIONS FOR BIDS (Version in effect as of the date of this

Order).

C-57 FAR 52.214-4, FALSE STATEMENTS IN BIDS (Version in effect as of the date of this Order).

C-58 FAR 52.214-5, SUBMISSION OF BIDS (Version in effect as of the date of this Order).

C-59 FAR 52.214-6, EXPLANATION TO PROSPECTIVE BIDDERS (Version in effect as of the date of this

Order).

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(Form 2644, August 2012) 16

C-60 FAR 52.214-7, LATE SUBMISSIONS, MODIFICATIONS, AND WITHDRAWALS OF BIDS (Version

in effect as of the date of this Order).

C-61 FAR 52.214-10, CONTRACT AWARD – SEALED BIDDING (Version in effect as of the date of this

Order).

C-62 FAR 52.214-12, PREPARATION OF BIDS (Version in effect as of the date of this Order).

C-63 FAR 52.214-13, TELEGRAPHIC BIDS (Version in effect as of the date of this Order).

C-64 FAR 52.214-14, PLACE OF PERFORMANCE – SEALED BIDDING (Version in effect as of the date of

this Order).

C-65 FAR 52.214-15, PERIOD FOR ACCEPTANCE OF BIDS (Version in effect as of the date of this Order).

C-66 FAR 52.214-16, MINIMUM BID ACCEPTANCE PERIOD (Version in effect as of the date of this Order).

C-67 FAR 52.214-20, BID SAMPLES (Version in effect as of the date of this Order).

C-68 FAR 52.214-21, DESCRIPTIVE LITERATURE (Version in effect as of the date of this Order).

C-69 FAR 52.214-22, EVALUATION OF BIDS FOR MULTIPLE AWARDS (Version in effect as of the date

of this Order).

C-70 FAR 52.214-23, LATE SUBMISSIONS, MODIFICATIONS, AND WITHDRAWALS OF TECHNICAL

PROPOSALS UNDER TWO STEP SEALED BIDDING (Version in effect as of the date of this Order).

C-71 FAR 52.214-24, MULTIPLE TECHNICAL PROPOSALS (Version in effect as of the date of this Order).

C-72 FAR 52.214-25, STEP TWO OF TWO-STEP SEALED BIDDING (Version in effect as of the date of this

Order).

C-73 FAR 52.214-26, AUDIT AND RECORDS - SEALED BIDDING (Version in effect as of the date of this

Order). This Clause applies if Buyer’s contract with its customer was awarded under sealed bidding

procedures. “Contracting Officer” in Paragraph (b) means Government or Buyer.

C-74 FAR 52.214-27, PRICE REDUCTION FOR DEFECTIVE CERTIFIED COST OR PRICING DATA-

MODIFICATIONS-SEALED BIDDING (Version in effect as of the date of this Order). The obligations

which FAR Clause 52.214-28 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 FAR

52.214-28, then Seller agrees to indemnify and hold Buyer harmless to the full extent of any loss, damage

or expense resulting from such failure.

C-75 FAR 52.214-28, SUBCONTRACT CERTIFIED COST OR PRICING DATA-MODIFICATIONS-

SEALED BIDDING (Version in effect as of the date of this Order).

C-76 FAR 52.214-29, ORDER OF PRECEDENCE – SEALED BIDDING (Version in effect as of the date of

this Order).

C-77 FAR 52.214-31, FACSIMILE BIDS (Version in effect as of the date of this Order).

C-78 FAR 52.214-34, SUBMISSION OF OFFERS IN THE ENGLISH LANGUAGE (Version in effect as of the

date of this Order).

C-79 FAR 52.214-35, SUBMISSION OF OFFERS IN U.S. CURRENCY (Version in effect as of the date of this

Order).

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(Form 2644, August 2012) 17

C-80 FAR 52.215-1, INSTRUCTIONS TO OFFERORS - COMPETITIVE (Version in effect as of the date of

this Order).

C-81 FAR 52.215-2, AUDIT AND RECORDS - -NEGOTIATION (Version in effect as of the date of this

Order). Applicable if this Order exceeds $100,000 and if (1) this is a cost-reimbursement, incentive, time

and materials or price-redeterminable Order, (2) if Seller was required to furnish cost or pricing data, or (3)

this Order requires Seller to furnish cost, funding or performance reports.

C-82 FAR 52.215-3, REQUEST FOR INFORMATION OR SOLICITATION FOR PLANNING PURPOSES

(Version in effect as of the date of this Order).

C-83 FAR 52.215-5, FACSIMILE PROPOSALS (Version in effect as of the date of this Order).

C-84 FAR 52.215-6, PLACE OF PERFORMANCE (Version in effect as of the date of this Order).

C-85 FAR 52.215-8, ORDER OF PRECEDENCE – UNIFORM CONTRACT FORMAT (Version in effect as of

the date of this Order).

C-86 FAR 52.215-9, CHANGES OR ADDITIONS TO MAKE-OR-BUY PROGRAM (Version in effect as of

the date of this Order).

C-87 FAR 52.215-10, PRICE REDUCTION FOR DEFECTIVE CERTIFIED COST OR PRICING DATA

(Version in effect as of the date of this Order). The obligations which FAR Clause 52.215-10 in the Prime

Contract requires of subcontractors are required of Seller. In addition to any other remedies provided by

law or under this Order, if Buyer is subjected to any liability as the result of Seller’s or its Subcontractor's

failure to comply with the requirements of FAR 52.215-10, incorporated by reference in this Order, then

Seller agrees to indemnify and hold Buyer harmless to the full extent of any loss, damage or expense

resulting from such failure.

C-88 FAR 52.215-11, PRICE REDUCTION FOR DEFECTIVE COST OR PRICING DATA –

MODIFICATIONS (Version in effect as of the date of this Order). The obligations which FAR Clause

52.215-11 in the Prime Contract requires of subcontractors are required of Seller. In addition to any other

remedies provided by law or under this Order, if Buyer is subjected to any liability as the result of Seller’s

or its Subcontractors’ failure to comply with the requirements of FAR 52.215-11, then Seller agrees to

indemnify and hold Buyer harmless to the full extent of any loss, damage or expense resulting from such

failure.

C-89 FAR 52.215-12, SUBCONTRACTOR COST OR PRICING DATA (Version in effect as of the date of this

Order). The certificate required by paragraph (b) is that set forth in FAR 15.406-2, substituting Buyer’s

name for “Contracting Officer”.

C-90 FAR 52.215-13, SUBCONTRACTOR COST OR PRICING DATA - MODIFICATIONS (Version in

effect as of the date of this Order). The certificate required by paragraph (c) is that set forth in FAR

15.406-2, substituting Buyer’s name for “Contracting Officer”.

C-91 FAR 52.215.14, INTEGRITY OF UNIT PRICES (Version in effect as of the date of this Order), less

paragraph (c). In paragraph (b) “Contracting Officer” means Buyer.

C-92 FAR 52.215-15, TERMINATION OF DEFINED BENEFIT PENSION PLANS (Version in effect as of the

date of this Order). This Clause applies to this Order if it meets the applicability criteria of FAR 15.408(g).

C-93 FAR 52.215.16, FACILITIES CAPITAL COST OF MONEY (Version in effect as of the date of this

Order).

C-94 FAR 52.215-17, WAIVER OF FACILITIES CAPITAL COST OF MONEY (Version in effect as of the

date of this Order).

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(Form 2644, August 2012) 18

C-95 FAR 52.215-18, REVERSION OR ADJUSTMENT OF PLANS FOR POSTRETIREMENT BENEFITS

(PRB) OTHER THAN PENSIONS (Version in effect as of the date of this Order). This Clause applies to

this Contract if it meets the applicability criteria of FAR 15.408(j).

C-96 FAR 52.215-19, NOTIFICATION OF OWNERSHIP CHANGES (Version in effect as of the date of this

Order). This Clause applies to this Contract if it meets the applicability criteria of FAR 15.408(k).

C-97 FAR 52.215-22, LIMITATIONS ON PASS-THROUGH CHARGES-IDENTIFICATION OF

SUBCONTRACT EFFORT (Version in effect as of the date of this Order).

C-98 FAR 52.215-23, LIMITATIONS ON PASS-THROUGH CHARGES (Version in effect as of the date of

this Order).

C-99 FAR 52.216-1, TYPE OF CONTRACT (Version in effect as of the date of this Order).

C-100 FAR 52.216-16, INCENTIVE PRICE REVISION-FIRM TARGET (Version in effect as of the date of this

Order).

C-101 FAR 52.216-17, INCENTIVE PRICE REVISION-SUCCESSIVE TARGETS (Version in effect as of the

date of this Order).

C-102 FAR 52.216-23, EXECUTION AND COMMENCEMENT OF WORK (Version in effect as of the date of

this Order).

C-103 FAR 52.216-24, LIMITATION OF GOVERNMENT LIABILITY (Version in effect as of the date of this

Order).

C-104 FAR 52.216-25, CONTRACT DEFINITIZATION (Version in effect as of the date of this Order).

C-105 FAR 52.217-2, CANCELLATION UNDER MULTIYEAR CONTRACTS (Version in effect as of the date

of this Order).

C-106 FAR 52.217-3 EVALUATION EXCLUSIVE OF OPTIONS (Version in effect as of the date of this

Order).

C-107 FAR 52.217-4, EVALUATION OF OPTIONS EXERCISED AT TIME OF CONTRACT AWARD

(Version in effect as of the date of this Order).

C-108 FAR 52.217-5, EVALUATION OF OPTIONS (Version in effect as of the date of this Order).

C-109 FAR 52.217-6, OPTION FOR INCREASED QUANTITY (Version in effect as of the date of this Order).

C-110 FAR 52.217-7, OPTION FOR INCREASED QUANTITY-SEPARATELY PRICED LINE ITEM (Version

in effect as of the date of this Order).

C-111 FAR 52.219-1, SMALL BUSINESS PROGRAM RESPRESENTATIONS (Version in effect as of the date

of this Order).

C-112 FAR 52.219-2, EQUAL LOW BIDS (Version in effect as of the date of this Order).

C-113 FAR 52.219-3, NOTICE OF HUBZONE SET-ASIDE OR SOLE SOURCE AWARD (Version in effect as

of the date of this Order).

C-114 FAR 52.219-4, NOTICE OF PRICE EVALUATION PREFERENCE FOR HUBZONE SMALL

BUSINESS CONCERNS (Version in effect as of the date of this Order).

C-115 FAR 52.219-6, NOTICE OF TOTAL SMALL BUSINESS SET-ASIDE (Version in effect as of the date of

this Order).

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(Form 2644, August 2012) 19

C-116 FAR 52.219-7, NOTICE OF PARTIAL SMALL BUSINESS SET-ASIDE (Version in effect as of the date

of this Order).

C-117 FAR 52.219-8, UTILIZATION OF SMALL BUSINESS CONCERNS (Version in effect as of the date of

this Order).

C-118 FAR 52.219-9, SMALL BUSINESS SUBCONTRACTING PLAN (Version in effect as of the date of this

Order), if this Contract exceeds $500,000.

C-119 FAR 52.219-14, LIMITATIONS ON SUBCONTRACTING (Version in effect as of the date of this Order).

C-120 FAR 52.219-16, LIQUIDATED DAMAGES-SUBCONTRACTING PLAN (Version in effect as of the

date of this Order).

C-121 FAR 52.219-22, SMALL DISADVANTAGED BUSINESS STATUS (Version in effect as of the date of

this Order).

C-122 FAR 52.219-23, NOTICE OF PRICE EVALUATION ADJUSTMENT FOR SMALL

DISADVANTAGED BUSINESS CONCERNS (Version in effect as of the date of this Order).

C-123 FAR 52.219-25, SMALL DISADVANTAGED BUSINESS PARTICIPATION PROGRAM-

DISADVANTAGED STATUS AND REPORTING (Version in effect as of the date of this Order).

C-124 FAR 52.219-27, NOTICE OF SERVICE-DISABLED VETERAN-OWNED SMALL BUSINESS SET

ASIDE (Version in effect as of the date of this Order).

C-125 FAR 52.219-28, POST-AWARD SMALL BUSINESS PROGRAM REPRESENTATION (Version in

effect as of the date of this Order).

C-126 FAR 52.219-29, NOTICE OF SET-ASIDE FOR ECONOMICALLY DISADVANTAGED WOMEN-

OWNED SMALL BUSINESS (EDWOSB) CONCERNS (Version in effect as of the date of this Order).

C-127 FAR 52.219-30, NOTICE OF SET-ASIDE FOR WOMEN-OWNED SMALL BUSINESS CONCERNS

ELIGIBLE UNDER THE WOMEN-OWNED SMALL BUSINESS PROGRAM (Version in effect as of

the date of this Order).

C-128 FAR 52.222-1, NOTICE TO THE GOVERNMENT OF LABOR DISPUTES (Version in effect as of the

date of this Order).

C-129 FAR 52.222-3, CONVICT LABOR (Version in effect as of the date of this Order).

C-130 FAR 52.222-4, CONTRACT WORK HOURS AND SAFETY STANDARDS ACT-OVERTIME

COMPENSATION (Version in effect as of the date of this Order). “Contracting Officer” means

Contracting Officer. Buyer may withhold or recover from Seller such sums as the Contracting Officer or

Buyer’s customer withholds or recovers from Buyer because of liabilities of Seller or its Subcontractors

under this Clause. Seller shall insert this Clause, including paragraph (e), in all Subcontracts exceeding

$100,000.

C-131 FAR 52.222-18, CERTIFICATION REGARDING KNOWLEDGE OF CHILD LABOR FOR LISTED

END PRODUCTS (Version in effect as of the date of this Order).

C-132 FAR 52.222-19, CHILD LABOR-COOPERATION WITH AUTHORITIES AND REMEDIES (Version in

effect as of the date of this Order).

C-133 FAR 52.222-20, WALSH-HEALEY PUBLIC CONTRACTS ACT (Version in effect as of the date of this

Order), if this Contract exceeds $10,000.

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(Form 2644, August 2012) 20

C-134 FAR 52.222-21, PROHIBITION OF SEGREGATED FACILITIES (Version in effect as of the date of this

Order).

C-135 FAR 52.222-22, PREVIOUS CONTRACTS AND COMPLIANCE REPORTS (Version in effect as of the

date of this Order).

C-136 FAR 52.222-24, PREAWARD ON-SITE EQUAL OPPORTUNITY COMPIANCE EVALUATION

(Version in effect as of the date of this Order).

C-137 FAR 52.222-25, AFFIRMATIVE ACTION COMPLIANCE (Version in effect as of the date of this Order).

C-138 FAR 52.222-26, EQUAL OPPORTUNITY (Version in effect as of the date of this Order). Paragraphs

(b)(1) through (b)(11) of this Clause apply.

C-139 FAR 52.222-27, AFFIRMATIVE ACTION COMPLIANCE REQUIREMENTS FOR CONSTRUCTION

(Version in effect as of the date of this Order).

C-140 FAR 52.222-29, NOTIFICATION OF VISA DENIAL (Version in effect as of the date of this Order).

C-141 FAR 52.222-35, EQUAL OPPORTUNITY FOR VETERANS (Version in effect as of the date of this

Order), if this Contract exceeds $10,000.

C-142 FAR 52.222-36, AFFIRMATIVE ACTION FOR WORKERS WITH DISABILITIES (Version in effect as

of the date of this Order), if this Contract exceeds $2,500.

C-143 FAR 52.222-37, EMPLOYMENT REPORTS ON SPECIAL DISABLED VETERANS (Version in effect

as of the date of this Order), if this Contract exceeds $10,000.

C-144 FAR 52.222-38, COMPLIANCE WITH VETERANS’ EMPLOYMENT REPORTING REQUIREMENTS

(Version in effect as of the date of this Order).

C-145 FAR 52.222-40, NOTIFICATION OF EMPLOYEE RIGHTS UNDER THE NATIONAL LABOR

RELATIONS ACT (Version in effect as of the date of this Order).

C-146 FAR 52.222-50, COMBATING TRAFFICKING IN PERSONS (Version in effect as of the date of this

Order).

C-147 FAR 52.222-54, EMPLOYMENT ELIGIBILITY VERIFICATION (Version in effect as of the date of this

Order).

C-148 FAR 52.223-1, BIOBASED PRODUCT CERTIFICATION (Version in effect as of the date of this Order),

in which “Offeror” means Seller. This Clause applies if this Contract exceeds $100,000.

C-149 FAR 52.223-3, HAZARDOUS MATERIAL IDENTIFICATION AND MATERIAL SAFETY DATA

(Version in effect as of the date of this Order). Applies if this Contract requires delivery of hazardous

materials. "Government" means "Government and Buyer."

C-150 FAR 52.223-4, RECOVERED MATERIAL CERTIFICATION (Version in effect as of the date of this

Order).

C-151 FAR 52.223-5, POLLUTION PREVENTION AND RIGHT-TO-KNOW INFORMATION (Version in

effect as of the date of this Order).

C-152 FAR 52.223-6, DRUG-FREE WORKPLACE (Version in effect as of the date of this Order).

C-153 FAR 52.223-7, NOTICE OF RADIOACTIVE MATERIALS (Version in effect as of the date of this

Order).

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(Form 2644, August 2012) 21

C-154 FAR 52-223-9, ESTIMATE OF PERCENTAGE OF RECOVERED MATERIAL CONTENT FOR EPA-

DESIGNATED PRODUCTS (Version in effect as of the date of this Order).

C-155 FAR 52.223-11, OZONE-DEPLETING SUBSTANCES (Version in effect as of the date of this Order)

Applies if the items furnished hereunder contain or are manufactured with ozone-depleting substances.

C-156 FAR 52.223-12, REFRIGERATION EQUIPMENT AND AIR CONDITIONERS (Version in effect as of

the date of this Order).

C-157 FAR 52.223-15, ENERGY EFFICIENCY IN ENERGY-CONSUMING PRODUCTS (Version in effect as

of the date of this Order).

C-158 FAR 52.223-16, IEEE 1680 STANDARD FOR THE ENVIRONMENTAL ASSESSMENT OF

PERSONAL COMPUTER PRODUCTS (Version in effect as of the date of this Order).

C-159 FAR 52.223-18, ENCOURAGING CONTRACTOR POLICIES TO BAN TEXT MESSAGING WHILE

DRIVING (Version in effect as of the date of this Order).

C-160 FAR 52.224-1, PRIVACY ACT NOTIFICATION (Version in effect as of the date of this Order).

C-161 FAR 52.224-2, PRIVACY ACT (Version in effect as of the date of this Order).

C-162 FAR 52.225-1, BUY AMERICAN ACT-SUPPLIES (Version in effect as of the date of this Order).

C-163 FAR 52.225-2, BUY AMERICAN ACT CERTIFICATE (Version in effect as of the date of this Order).

C-164 FAR 52.225-3, BUY AMERICAN ACT-FREE TRADE AGREEMENTS-ISRAELI TRADE ACT

(Version in effect as of the date of this Order).

C-165 FAR 52.225-4, BUY AMERICAN ACT-FREE TRADE AGREEMENTS-ISRAELI TRADE ACT

CERTIFICATE (Version in effect as of the date of this Order).

C-166 FAR 52.225-5, TRADE AGREEMENTS (Version in effect as of the date of this Order).

C-167 FAR 52.225-6, TRADE AGREEMENTS CERTIFICATE (Version in effect as of the date of this

Order).

C-168 FAR 52.225-7, WAIVER OF BUY AMERICAN ACT FOR CIVIL AIRCRAFT AND RELATED

ARTICLES (Version in effect as of the date of this Order).

C-169 FAR 52.225-8, DUTY-FREE ENTRY (Version in effect as of the date of this Order).

C-170 FAR 52.225-9, BUY AMERICAN ACT-CONSTRUCTION MATERIALS (Version in effect as of the

date of this Order).

C-171 FAR 52.225-13, RESTRICTIONS ON CERTAIN FOREIGN PURCHASES (Version in effect as

of the date of this Order).

C-172 FAR 52.225-14, INCONSISTENCY BETWEEN ENGLISH VERSION AND TRANSLATION OF

CONTRACT (Version in effect as of the date of this Order).

C-173 FAR 52.225-17, EVALUATION OF FOREIGN CURRENCY OFFERS (Version in effect as of the date

of this Order).

C-174 FAR 52-225-18, PLACE OF MANUFACTURE (Version in effect as of the date of this Order).

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(Form 2644, August 2012) 22

C-175 FAR 52.225-19, CONTRACTOR PERSONNEL IN A DESIGNATED OPERATIONAL AREA OF

SUPPORTING A DIPLOMATIC OR CONSULAR MISSION OUTSIDE THE UNITED STATES

(Version in effect as of the date of this Order).

C-176 FAR 52.225-20, PROHIBITION ON CONDUCTING RESTRICTED BUSINESS OPERATIONS

IN SUDAN-CERTIFICATION (Version in effect as of the date of this Order).

C-177 FAR 52.225-25, PROHIBITION ON CONTRACTING WITH ENTITIES ENGAGING IN

SANCTIONED ACTIVITIES RELATING TO IRAN-REPRESENTATION AND

CERTIFICATION (Version in effect as of the date of this Order).

C-178 FAR 52.226-1, UTILIZATION OF INDIAN ORGANIZATIONS AND INDIAN-OWNED

ECONOMIC ENTERPRISES (Version in effect as of the date of this Order).

C-179 FAR 52.226-2, HISTORICALLY BLACK COLLEGE OR UNIVERSITY AND MINORITY

INSTITUTION REPRESENTATION (Version in effect as of the date of this Order).

C-180 FAR 52.226-3, DISASTER OR EMERGENCY AREA REPRESENTATION (Version in effect as of the

date of this Order).

C-181 FAR 52.226-4, NOTICE OF DISASTER OR EMERGENCY AREA SET-ASIDE (Version in effect as of

the date of this Order).

C-182 FAR 52.226-5, RESTRICTIONS ON SUBCONTRACTING OUTSIDE DISASTER OR EMERGENCY

AREA (Version in effect as of the date of this Order).

C-183 FAR 52.226-6, PROMOTING EXCESS FOOD DONATION TO NONPROFIT ORGANIZATIONS

(Version in effect as of the date of this Order).

C-184 FAR 52.227-1, AUTHORIZATION AND CONSENT (Version in effect as of the date of this Order),

including paragraph (b).

C-185 FAR 52.227-2, NOTICE AND ASSISTANCE REGARDING PATENT AND COPYRIGHT

INFRINGEMENT (Version in effect as of the date of this Order) including paragraph (c), if this Contract

exceeds $100,000.

C-186 FAR 52.227-3, PATENT INDEMNITY (Version in effect as of the date of this Order).

C-187 FAR 52.227-5, WAIVER OF INDEMNITY (Version in effect as of the date of this Order).

C-188 FAR 52.227-6, ROYALTY INFORMATION (Version in effect as of the date of this Order).

C-189 FAR 52.227-7, PATENTS-NOTICE OF GOVERNMENT LICENSEE (Version in effect as of the date of

this Order).

C-190 FAR 52.227-9, REFUND OF ROYALTIES (Version in effect as of the date of this Order).

C-191 FAR 52.227-10, FILING OF PATENT APPLICATIONS - CLASSIFIED SUBJECT MATTER (Version in

effect as of the date of this Order). Applies if this Contract involves classified subject matter.

C-192 FAR 52.227-14, RIGHTS IN DATA-GENERAL (Version in effect as of the date of this Order).

C-193 FAR 52.227-15, REPRESENTATION OF LIMITED RIGHTS DATA AND RESTRICTED COMPUTER

SOFTWARE (Version in effect as of the date of this Order).

C-194 FAR 52.227-17, RIGHTS IN DATA-SPECIAL WORKS (Version in effect as of the date of this Order).

C-195 FAR 52.227-18, RIGHTS IN DATA-EXISTING WORKS (Version in effect as of the date of this Order).

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(Form 2644, August 2012) 23

C-196 FAR 52.227-19, COMMERCIAL COMPUTER SOFTWARE LICENSE (Version in effect as of the date

of this Order).

C-197 FAR 52.227-21, TECHNICAL DATA DECLARATION, REVISION, AND WITHHOLDING OF

PAYMENT-MAJOR SYSTEMS (Version in effect as of the date of this Order).

C-198 FAR 52.227-22, MAJOR SYSTEM-MINIMUM RIGHTS (Version in effect as of the date of this Order).

C-199 FAR 52.227-23, RIGHTS TO PROPOSAL DATA (TECHNICAL) (Version in effect as of the date of this

Order).

C-200 FAR 52.228-1, BID GUARANTEE (Version in effect as of the date of this Order).

C-201 FAR 52.228-2, ADDITIONAL BOND SECURITY (Version in effect as of the date of this Order).

C-202 FAR 52.228-5, INSURANCE - WORK ON A GOVERNMENT INSTALLATION (Version in effect as of

the date of this Order).

C-203 FAR 52.228-11, PLEDGES OF ASSETS (Version in effect as of the date of this Order).

C-204 FAR 52.228-14, IRREVOCABLE LETTER OF CREDIT (Version in effect as of the date of this Order).

C-205 FAR 52.228-16, PERFORMANCE AND PAYMENT BONDS-OTHER THAN CONSTRUCTION

(Version in effect as of the date of this Order).

C-206 FAR 52.229-3, FEDERAL, STATE, AND LOCAL TAXES (Version in effect as of the date of this Order).

C-207 FAR 52.229-4, FEDERAL, STATE AND LOCAL TAXES (STATE AND LOCAL ADJUSTMENTS)

(Version in effect as of the date of this Order).

C-208 FAR 52.229-6, TAXES-FOREIGN FIXED-PRICE CONTRACTS (Version in effect as of the date of this

Order).

C-209 FAR 52.229-7, TAXES-FIXED PRICE CONTRACTS WITH FOREIGN GOVERNMENTS (Version in

effect as of the date of this Order).

C-210 FAR 52.230-1, COST ACCOUNTING STANDARDS NOTICES AND CERTIFICATION (Version in

effect as of the date of this Order).

C-211 FAR 52.230-2, COST ACCOUNTING STANDARDS (Version in effect as of the date of this Order).

C-212 FAR 52.230-3, DISCLOSURE AND CONSISTENCY IN COST ACCOUNTING PRACTICES, (Version

in effect as of the date of this Order)

C-213 FAR 52.230-4, DISCLOSURE AND CONSISTENCY OF COST ACCOUNTING PRACTICES-

FOREIGN CONCERNS (Version in effect as of the date of this Order).

C-214 FAR 52.230-5, COST ACCOUNTING STANDARDS-EDUCATIONAL INSTITUTION, (Version in

effect as of the date of this Order).

C-215 FAR 52.230-6, ADMINISTRATION OF COST ACCOUNTING STANDARDS (Version in effect as of

the date of this Order).

C-216 FAR 52.230-7, PROPOSAL DISCLOSURE-COST ACCOUNTING PRACTICE CHANGES (Version in

effect as of the date of this Order).

C-217 FAR 52.232-1, PAYMENTS (Version in effect as of the date of this Order).

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(Form 2644, August 2012) 24

C-218 FAR 52.232-8, DISCOUNTS FOR PROMPT PAYMENT (Version in effect as of the date of this Order).

C-219 FAR 52.232-9, LIMITATION ON WITHHOLDING OF PAYMENTS (Version in effect as of the date of

this Order).

C-220 FAR 52.232-11, EXTRAS (Version in effect as of the date of this Order).

C-221 FAR 52.232-12, ADVANCE PAYMENTS (Version in effect as of the date of this Order).

C-222 FAR 52.232-13, NOTICE OF PROGRESS PAYMENTS (Version in effect as of the date of this Order).

C-223 FAR 52.232-14, NOTICE OF AVAILABILITY OF PROGRESS PAYMENTS EXCLUSIVELY FOR

SMALL BUSINESS CONCERNS (Version in effect as of the date of this Order).

C-224 FAR 52.232-15, PROGRESS PAYMENTS NOT INCLUDED (Version in effect as of the date of this

Order).

C-225 FAR 52.232-16, PROGRESS PAYMENTS (Version in effect as of the date of this Order).

C-226 FAR 52.232-17, INTEREST (Version in effect as of the date of this Order).

C-227 FAR 52.232-18, AVAILABILITY OF FUNDS (Version in effect as of the date of this Order).

C-228 FAR 52.232-23, ASSIGNMENT OF CLAIMS (Version in effect as of the date of this Order).

C-229 FAR 52.232-24, PROHIBITION OF ASSIGNMENT OF CLAIMS (Version in effect as of the date of this

Order).

C-230 FAR 52.232-25, PROMPT PAYMENT (Version in effect as of the date of this Order).

C-231 FAR 52.232-28, INVITATION TO PROPOSE PERFORMANCE-BASED PAYMENTS (Version in effect

as of the date of this Order).

C-232 FAR 52.232-29, TERMS FOR FINANCING OF PURCHASES OF COMMERCIAL ITEMS (Version in

effect as of the date of this Order).

C-233 FAR 52.232-30, INSTALLMENT PAYMENTS FOR COMMERCIAL ITEMS (Version in effect

as of the date of this Order).

C-234 FAR 52.232-31, INVITATION TO PROPOSE FINANCING TERMS (Version in effect as of the

date of this Order).

C-235 FAR 52.232-32, PERFORMANCE-BASED PAYMENTS (Version in effect as of the date of this Order).

C-236 FAR 52.232-33, PAYMENT BY ELECTRONIC FUNDS TRANSFER-CENTRAL CONTRACTOR

REGISTRATION (Version in effect as of the date of this Order).

C-237 FAR 52.232-34, PAYMENT BY ELECTRONIC FUNDS TRANSFER-OTHER THAN CENTRAL

CONTRACTOR REGISTRATION (Version in effect as of the date of this Order).

C-238 FAR 52.232-35, DESIGNATION OF OFFICE FOR GOVERNMENT RECEIPT OF ELECTRONIC

FUNDS TRANSFER INFORMATION (Version in effect as of the date of this Order).

C-239 FAR 52.232-36, PAYMENT BY THIRD PARTY (Version in effect as of the date of this Order).

C-240 FAR 52.232-37, MULTIPLE PAYMENT ARRANGEMENTS (Version in effect as of the date of this

Order).

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(Form 2644, August 2012) 25

C-241 FAR 52.232-38, SUBMISSION OF ELECTRONIC FUNDS TRANSFER INFORMATION WITH OFFER

(Version in effect as of the date of this Order).

C-242 FAR 52.233-1, DISPUTES (Version in effect as of the date of this Order).

C-243 FAR 52.233-2, SERVICE OF PROTEST (Version in effect as of the date of this Order).

C-244 FAR 52.233-3, PROTEST AFTER AWARD (Version in effect as of the date of this Order)

C-245 FAR 52.233-4, APPLICABLE LAW FOR BREACH OF CONTRACT CLAIM (Version in effect as of the

date of this Order).

C-246 FAR 52.234-1 INDUSTRIAL RESOURCES DEVELOPED UNDER DEFENSE PRODUCTION ACT

TITLE III (Version in effect as of the date of this Order).

C-247 FAR 52.234-2, NOTICE OF EARNED VALUE MANAGEMENT SYSTEM – PRE-AWARD IBR

(Version in effect as of the date of this Order).

C-248 FAR 52.234-3, NOTICE OF EARNED VALUE MANAGEMENT SYSTEM – POST AWARD IBR

(Version in effect as of the date of this Order).

C-249 FAR 52.234-4, EARNED VALUE MANAGEMENT SYSTEM (Version in effect as of the date of this

Order).

C-250 FAR 52.237-11, ACCEPTING AND DISPENSING OF $1 COIN (Version in effect as of the date of this

Order).

C-251 FAR 52.239-1, PRIVACY OR SECURITY SAFEGUARDS (Version in effect as of the date of this

Order).

C-252 FAR 52.242-1, NOTICE OF INTENT TO DISALLOW COSTS (Version in effect as of the date of this

Order).

C-253 FAR 52.242-2, PRODUCTION PROGRESS REPORTS (Version in effect as of the date of this Order).

C-254 FAR 52.242-13, BANKRUPTCY (Version in effect as of the date of this Order).

C-255 FAR 52.242-17, GOVERNMENT DELAY OF WORK (Version in effect as of the date of this Order).

C-256 FAR 52.243-1, CHANGES-FIXED PRICE (Version in effect as of the date of this Order).

C-257 FAR 52.243-7, NOTIFICATION OF CHANGES (Version in effect as of the date of this Order).

C-258 FAR 52.244-2, SUBCONTRACTS (Version in effect as of the date of this Order).

C-259 FAR 52.224-5, COMPETITION IN SUBCONTRACTING (Version in effect as of the date of this Order).

C-260 FAR 52.244-6, SUBCONTRACTS FOR COMMERCIAL ITEMS (Version in effect as of the date of this

Order)

C-261 FAR 52.245-1, GOVERNMENT PROPERTY (Version in effect as of the date of this Order).

C-262 FAR 52.245-2, GOVERNMENT PROPERTY INSTALLATION OPERATION SERVICES (Version in

effect as of the date of this Order).

C-263 FAR 52.245-9, USE AND CHARGES (Version in effect as of the date of this Order).

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(Form 2644, August 2012) 26

C-264 FAR 52.246-2, INSPECTION OF SUPPLIES-FIXED PRICE (Version in effect as of the date of this

Order).

C-265 FAR 52.246-4, INSPECTION OF SERVICES-FIXED-PRICE (Version in effect as of the date of this

Order).

C-266 FAR 52.246-11, HIGHER-LEVEL CONTRACT QUALITY REQUIREMENT (Version in effect as of the

date of this Order).

C-267 FAR 52.246-15, CERTIFICATE OF CONFORMANCE (Version in effect as of the date of this Order).

C-268 FAR 52.246-16, RESPONSIBILITY FOR SUPPLIES (Version in effect as of the date of this Order)

C-269 FAR 52.246-23, LIMITATION OF LIABILITY (Version in effect as of the date of this Order).

C-270 FAR 52.246-24, LIMITATION OF LIABILITY-HIGH-VALUE ITEMS (Version in effect as of the date

of this Order).

C-271 FAR 52.247-1, COMMERCIAL BILL OF LADING NOTATIONS (Version in effect as of the date of this

Order).

C-272 FAR 52.247-29, F.O.B. ORIGIN (Version in effect as of the date of this Order).

C-273 FAR 52.247-30, F.O.B. ORIGIN, CONTRACTOR’S FACILITY (Version in effect as of the date of this

Order).

C-274 FAR 52.247-31, F.O.B. ORIGIN, FREIGHT ALLOWED (Version in effect as of the date of this Order).

C-275 FAR 52.247-32, F.O.B. ORIGIN, FREIGHT PREPAID (Version in effect as of the date of this Order).

C-276 FAR 52.247-33, F.O.B. ORIGIN, WITH DIFFERENTIALS (Version in effect as of the date of this

Order).

C-277 FAR 52.247-34, F.O.B. DESTINATION (Version in effect as of the date of this Order).

C-278 FAR 52.247-35, F.O.B. DESTINATION, WITHIN CONSIGNEE’S PREMISES (Version in effect as of

the date of this Order).

C-279 FAR 52.247-36, F.A.S. VESSEL, PORT OF SHIPMENT (Version in effect as of the date of this Order).

C-280 FAR 52.247-37, F.O.B. VESSEL, PORT OF SHIPMENT (Version in effect as of the date of this Order).

C-281 FAR 52.247-38, F.O.B. INLAND CARRIER, POINT OF EXPORTATION (Version in effect as of the

date of this Order).

C-282 FAR 52.247-39, F.O.B. INLAND POINT, COUNTRY OF IMPORTATION (Version in effect as of the

date of this Order).

C-283 FAR 52.247-40, EX DOCK, PIER, OR WAREHOUSE, PORT OF IMPORTATION (Version in effect as

of the date of this Order).

C-284 FAR 52.247-41, C.&F. DESTINATION (Version in effect as of the date of this Order).

C-285 FAR 52.247-42, C.I.F. DESTINATION (Version in effect as of the date of this Order).

C-286 FAR 52.247-43, F.O.B. DESIGNATED AIR CARRIER’S TERMINAL, POINT OF EXPORTATION

(Version in effect as of the date of this Order).

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(Form 2644, August 2012) 27

C-287 FAR 52.247-44, F.O.B. DESIGNATED AIR CARRIER’S TERMINAL, POINT OF IMPORTATION

(Version in effect as of the date of this Order).

C-288 FAR 52.247-45, F.O.B. ORIGIN AND/OR F.O.B. DESTINATION EVALUATION.

C-289 FAR 52.247-46, SHIPPING POINT(S) USED IN EVALUATION OF F.O.B. ORIGIN OFFER (Version

in effect as of the date of this Order).

C-290 FAR 52.247-47, EVALUATION-F.O.B. ORIGIN (Version in effect as of the date of this Order).

C-291 FAR 52.247-48, F.O.B. DESTINATION-EVIDENCE OF SHIPMENT (Version in effect as of the date of

this Order).

C-292 FAR 52.247-49, DESTINATION UNKNOWN (Version in effect as of the date of this Order).

C-293 FAR 52.247-50, NO EVALUATINO OF TRANSPORTATION COSTS (Version in effect as of the date

of this Order).

C-294 FAR 52.247-51, EVALUATION OF EXPORT OFFERS (Version in effect as of the date of this Order).

C-295 FAR 52.247-52, CLEARANCE AND DOCUMENTATION REQUIREMENTS-SHIPMENTS TO DOD

AIR OR WATER TERMINAL TRANSSHIPMENT POINTS (Version in effect as of the date of this

Order).

C-296 FAR 52.247-53, FREIGHT CLASSIFICATION DESCRIPTION (Version in effect as of the date of this

Order).

C-297 FAR 52.247-55, F.O.B. POINT FOR DELIVERY OF GOVERNMENT-FURNISHED PROPERTY

(Version in effect as of the date of this Order).

C-298 FAR 52.247-56, TRANSIT ARRANGEMENTS (Version in effect as of the date of this Order).

C-299 FAR 52.247-57, TRANSPORTATION TRANSIT PRIVILEGE CREDITS (Version in effect as of the date

of this Order).

C-300 FAR 52.247-58, LOADING, BLOCKING, AND BRACING OF FREIGHT CAR SHIPMENTS (Version

in effect as of the date of this Order).

C-301 FAR 52.247-59, F.O.B. ORIGIN-CARLOAD AND TRUCKLOAD SHIPMENTS (Version in effect as of

the date of this Order).

C-302 FAR 52.247-60, GUARANTEED SHIPPING CHARACTERISTICS (Version in effect as of the date of

this Order).

C-303 FAR 52.247-61, F.O.B. ORIGIN-MINIMUM SIZE OF SHIPMENTS (Version in effect as of the date of

this Order).

C-304 FAR 52.247-62, SPECIFIC QUANTITIES UNKNOWN (Version in effect as of the date of this Order).

C-305 FAR 52.247-63, PREFERENCE FOR U.S.-FLAG AIR CARRIERS (Version in effect as of the date of

this Order).

C-306 FAR 52.247-64, PREFERENCE FOR PRIVATELY OWNED U.S.-FLAG COMMERCIAL VESSELS

(Version in effect as of the date of this Order).

C-307 FAR 52.247-65, F.O.B. ORIGIN, PREPAID FREIGHT-SMALL PACKAGE SHIPMENTS (Version in

effect as of the date of this Order).

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(Form 2644, August 2012) 28

C-308 FAR 52.247-66, RETURNABLE CYLINDERS (Version in effect as of the date of this Order).

C-309 FAR 52.247-68, REPORT OF SHIPMENT (REPSHIP) (Version in effect as of the date of this Order).

C-310 FAR 52.248-1, VALUE ENGINEERING (Version in effect as of the date of this Order).

C-311 FAR 52.249-1, TERMINATION FOR CONVENIENCE OF THE GOVERNMENT (FIXED-PRICE)

(SHORT FORM) (Version in effect as of the date of this Order).

C-312 FAR 52.249-2, TERMINATION FOR CONVENIENCE OF THE GOVERNMENT (FIXED PRICE)

(Version in effect as of the date of this Order).

C-313 FAR 52.249-8, DEFAULT (FIXED-PRICE SUPPLY AND SERVICE) (Version in effect as of the date of

this Order).

C-314 FAR 52.250-1, INDEMNIFICATION UNDER PUBLIC LAW 85-804 (Version in effect as of the

date of this Order).

C-315 FAR 52.250-2, SAFETY ACT COVERAGE NOT APPLICABLE (Version in effect as of the date of this

Order).

C-316 FAR 52.250-3, SAFETY ACT BLOCK DESIGNATION/CERTIFICATION (Version in effect as

of the date of this Order).

C-317 FAR 52.250-4, SAFETY ACT PRE-QUALIFICATION DESIGNATION NOTICE (Version in effect as of

the date of this Order).

C-318 FAR 52.250-5, SAFETY ACT-EQUITABLE ADJUSTMENT (Version in effect as of the date of this

Order).

C-319 FAR 52.251-1, GOVERNMENT SUPPLY SOURCES (Version in effect as of the date of this Order).

C-320 FAR 52.252-1, SOLICITATION PROVISIONS INCORPORATED BY REFERENCE (Version in effect

as of the date of this Order).

C-321 FAR 52.252-2, CLAUSES INCORPORATED BY REFERENCE (Version in effect as of the date of this

Order).

C-322 FAR 52.252-3, ALTERATIONS IN SOLICITATION (Version in effect as of the date of this Order).

C-323 FAR 52.252-4, ALTERATIONS IN CONTRACT (Version in effect as of the date of this Order).

C-324 FAR 52.252-5, AUTHORIZED DEVIATIONS IN PROVISIONS (Version in effect as of the date of this

Order).

C-325 FAR 52.252-6, AUTHORIZED DEVIATIONS IN CLAUSES (Version in effect as of the date of this

Order).

C-326 FAR 52.253-1, COMPUTER GENERATED FORMS (Version in effect as of the date of this Order).

C-327 DFARS 252.203-7001, SPECIAL PROHIBITION ON EMPLOYMENT (Version in effect as of the date of

this Order) if Buyer’s customer is the Government. Paragraph (g) is deleted.

C-328 DFARS 252.204-7000, DISCLOSURE OF INFORMATION (Version in effect as of the date of this

Order).

C-329 DFARS 252.204-7003, CONTROL OF GOVERNMENT PERSONNEL WORK PRODUCT (Version in

effect as of the date of this Order).

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(Form 2644, August 2012) 29

C-330 DFARS 252.205-7000, PROVISION OF INFORMATION TO COOPERATIVE AGREEMENT

HOLDERS (Version in effect as of the date of this Order).

C-331 DFARS 252.209-7000, ACQUISITION FROM SUBCONTRACTORS SUBJECT TO ON-SITE

INSPECTION UNDER THE INTERMEDIATE-RANGE NUCLEAR FORCES (INF) TREATY (Version

in effect as of the date of this Order).

C-332 DFARS 252.211-7000, ACQUISITION STREAMLINING (Version in effect as of the date of this Order).

Applies if this Order exceeds $1,000,000.

C-333 DFARS 252.215-7000, PRICING ADJUSTMENTS (Version in effect as of the date of this Order).

C-334 DFARS 252.223-7001, HAZARD WARNING LABELS (Version in effect as of the date of this Order).

C-335 DFARS 252.223-7005, HAZARDOUS WASTE LIABILITY (Version in effect as of the date of this

Order). "Contracting Officer" and "Government" means "Buyer and Contracting Officer" and "Buyer and

Government" respectively.

C-336 DFARS 252.225-7001, BUY AMERICAN ACT AND BALANCE OF PAYMENTS PROGRAM (Version

in effect as of the date of this Order).

C-337 DFARS 252.225-7002, QUALIFYING COUNTRY SOURCES AS SUBCONTRACTORS (Version in

effect as of the date of this Order).

C-338 DFARS 252.225-7008, SUPPLIES TO BE ACCORDED DUTY-FREE ENTRY (Version in effect as of

the date of this Order). Unless otherwise stated in this Order, the blanks in the clause are completed with

the following: “None."

C-339 DFARS 252.225-7009, DUTY-FREE ENTRY - QUALIFYING COUNTRY END PRODUCTS AND

SUPPLIES, (Version in effect as of the date of this Order) in which “Contracting Officer” means

Contracting Officer and Buyer’s Purchasing Representative.

C-340 DFARS 252.225-7010, DUTY-FREE ENTRY - ADDITIONAL PROVISIONS (Version in effect as of the

date of this Order).

C-341 DFARS 252.225-7012, PREFERENCE FOR CERTAIN DOMESTIC COMMODITIES (Version in effect

as of the date of this Order).

C-342 DFARS 252.225-7014, PREFERENCE FOR DOMESTIC SPECIALTY METALS (Version in effect as of

the date of this Order).

C-343 DFARS 252.225-7016, RESTRICTION ON ACQUISITION OF BALL AND ROLLER BEARINGS

(Version in effect as of the date of this Order). Applies unless the items furnished do not contain ball or

roller bearings.

C-344 DFARS 252.225-7026, REPORTING OF CONTRACT PERFORMANCE OUTSIDE THE UNITED

STATES (Version in effect as of the date of this Order) Applies if this Order exceeds $100,000 and is not

for construction, ores, natural gases, utilities, petroleum products and crudes, timber (logs), or subsistence.

"Offeror" means "Seller." The phrase "or its first tier subcontractor" is deleted from subparagraph (a)(1).

Paragraph (d) is deleted.

C-345 DFARS 252.227-7013, RIGHTS IN TECHNICAL DATA-NON COMMERCIAL ITEMS (Version in

effect as of the date of this Order). Notwithstanding any clause or other provision of this Order to the

contrary, "Contract No." means the prime contract to which the Government is a party and under which

Buyer’s contract with its customer and this Order are issued and to which this clause is applicable.

"Contractor" means Buyer in the first two lines of the Limited Rights Legend

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(Form 2644, August 2012) 30

C-346 DFARS 252.227-7014, RIGHTS IN NONCOMMERCIAL COMPUTER SOFTWARE AND

NONCOMMERCIAL COMPUTER SOFTWARE DOCUMENTATION (Version in effect as of the date

of this Order).

C-347 DFARS 252.227-7016, RIGHTS IN BID OR PROPOSAL INFORMATION (Version in effect as of the

date of this Order).

C-348 DFARS 252.227-7019, VALIDATION OF ASSERTED RESTRICTIONS-COMPUTER SOFTWARE

(Version in effect as of the date of this Order).

C-349 DFARS 252.227-7025, LIMITATIONS ON THE USE OR DISCLOSURE OF GOVERNMENT-

FURNISHED INFORMATION MARKED WITH RESTRICTIVE LEGENDS (Version in effect as of the

date of this Order).

C-350 DFARS 252.227-7026, DEFERRED DELIVERY OF TECHNICAL DATA OR COMPUTER

SOFTWARE (Version in effect as of the date of this Order) "Government" means "Buyer and the

Government."

C-351 DFARS 252.227-7027, DEFERRED ORDERING OF TECHNICAL DATA OR COMPUTER

SOFTWARE (Version in effect as of the date of this Order) "Government" means "Buyer and the

Government" in the first sentence.

C-352 DFARS 252.227-7030, TECHNICAL DATA - WITHHOLDING OF PAYMENT (Version in effect as of

the date of this Order). "Government" means Buyer or the Government.

C-353 DFARS 252.227-7036, DECLARATION OF TECHNICAL DATA CONFORMITY (Version in effect as

of the date of this Order). "Government" means Buyer or the Government.

C-354 DFARS 252.227-7037, VALIDATION OF RESTRICTIVE MARKINGS ON TECHNICAL DATA

(Version in effect as of the date of this Order).

C-355 DFARS 252.228-7001, GROUND AND FLIGHT RISK (Version in effect as of the date of this Order)

C-356 DFARS 252.228-7005, ACCIDENT REPORTING AND INVESTIGATION INVOLVING AIRCRAFT,

MISSILES, AND SPACE LAUNCH VEHICLES (Version in effect as of the date of this Order)

C-357 DFARS 252.231-7001, SUPPLEMENTAL COST PRINCIPLES (Version in effect as of the date of this

Order).

C-358 DFARS 252.232-7006, REDUCTION OR SUSPENSION OF CONTRACT PAYMENTS UPON

FINDING OF FRAUD (Version in effect as of the date of this Order). To the extent that payments to

Buyer are suspended or reduced under this clause due to Seller fraud, Buyer shall suspend or reduce

payments to Seller.

C-359 DFARS 252.234-7001, EARNED VALUE MANAGEMENT SYSTEM (Version in effect as of the date of

this Order). Applies if Seller’s Products are specified in Buyer’s contract with its customer for application

of the Earned Value Management System (EVMS) criteria.

C-360 DFARS 252.243-7001, PRICING OF CONTRACT MODIFICATIONS (Version in effect as of the date of

this Order).

C-361 DFARS 252.243-7002, CERTIFICATION OF REQUESTS FOR EQUITABLE ADJUSTMENT (Version

in effect as of the date of this Order).

C-362 DFARS 252.244-7000, SUBCONTRACTS FOR COMMERCIAL ITEMS AND COMMERCIAL

COMPONENTS (DoD Contracts) (Version in effect as of the date of this Order).

C-363 DFARS 252.246-7001, WARRANTY OF DATA (Version in effect as of the date of this Order).

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(Form 2644, August 2012) 31

C-364 DFARS 252.247-7023, TRANSPORTATION OF SUPPLIES BY SEA (Version in effect as of the date of

this Order).

C-365 DFARS 252.248-7000, PREPARATION OF VALUE ENGINEERING CHANGE PROPOSALS (Version

in effect as of the date of this Order)

C-366 DFARS 52.249-7002, NOTIFICATION OF ANTICIPATED CONTRACT TERMINATION OR

REDUCTION (Version in effect as of the date of this Order)

C-367 DFARS 252.251-7000, ORDERING FROM GOVERNMENT SUPPLY SOURCES (Version in

effect as of the date of this Order). C-368 AF-FAR 5352.204-9000, NOTIFICATION OF GOVERNMENT SECURITY ACTIVITY (Version in

effect as of the date of this Order).

C-369 AF-FAR 5352.204-9001, VISITOR GROUP SECURITY AGREEMENTS (Version in effect as of the date

of this Order).

C-370 AF-FAR 5352.223-9000, ELIMINATION OF USE OF CLASS 1 OZONE DEPLETING SUBSTANCES

(ODS) (Version in effect as of the date of this Order).

C-371 AF-FAR 5352.223-9001, SAFETY AND ACCIDENT PREVENTION (Version in effect as of the date of

this Order)

C-372 AF-FAR 5352.242-9000, CONTRACTOR ACCESS TO AIR FORCE INSTALLATIONS (Version in

effect as of the date of this Order)

C-373 AF-FAR 5352.251-9000, USE OF GOVERNMENT SUPPLY SOURCE FOR ACQUISITION OF JAN

CLASS S PARTS (FIXED-PRICE) (DEVIATION) (Version in effect as of the date of this Order).

C-374 AFMC-FAR 5352.215-9015, START-UP AMORTIZATION (AFMC) (Version in effect as of the

date of this Order).

C-375 AFMC-FAR 5352.223-9000, USE OF HAZARDOUS MATERIALS IN THE PERFORMANCE OF ON-

BASE CONTRACTS (AFMC) (Version in effect as of the date of this Order).

C-376 AFMC-FAR 5352.245-9008, SPECIAL TOOLING/SPECIAL TEST EQUIPMENT LIST (AFMC)

(Version in effect as of the date of this Order)

C-377 AFMC-FAR 5352.246-9002, CORRECTION OF SUPPLIES ACCEPTED WITH DEFICIENCIES

(AFMC) (Version in effect as of the date of this Order). Modifications: "Contracting Officer" means

"Buyer." "Government" means "Buyer or Government" except in the first sentence in paragraph (b) where

it means "Buyer."

C-378 AFMC-FAR 5352.247-9006, MARKING OF WARRANTED ITEMS (AFMC) (Version in effect as of the

date of this Order).