Terms & Conditions: Procurement
VANE’s General Terms and Conditions (Procurement)
ACCEPTANCE OF THE OFFER TO PURCHASE EVIDENCED BY THE ATTACHED PURCHASE ORDER (THE “P.O.”) BY ACKNOWLEDGEMENT, SHIPMENT OR OTHER PERFORMANCE SHALL BE UNQUALIFIED, UNCONDITIONAL AND SUBJECT TO AND EXPRESSLY LIMITED TO THE TERMS AND CONDITIONS OF the P.O., INCLUDING THE TERMS AND CONDITIONS ATTACHED. ALL PREVIOUS OFFERS BY THE SUPPLIER NAMED IN THE ACCOMPNAYING P.O. (“SUPPLIER”) ARE HEREBY REJECTED. VANE, LLC, or any of its subsidiaries or affiliates (“VANE”), SHALL NOT BE BOUND BY TERMS ADDITIONAL TO OR DIFFERENT FROM THOSE IN the P.O. THAT MAY APPEAR IN SUPPLIER’S QUOTATIONS, ACKNOWLEDGEMENTS, INVOICES OR IN ANY OTHER COMMUNICATIONS FROM SUPPLIER (INCLUDING LANGUAGE IN SUPPLIER’S FORM TO THE EFFECT THAT ACCEPTANCE OF SUPPLIER’S FORM CONSTITUTES VANE’S CONSENT TO OR ACCEPTANCE OF THE TERMS OF SUCH FORM WITHOUT CHANGE). ACCEPTANCE OF PRODUCTS OR SERVICES, PAYMENT, OR ANY ACTION OR INACTION BY VANE SHALL NOT CONSTITUTE VANE’S CONSENT TO OR ACCEPTANCE OF ANY SUCH TERMS NOT FOUND IN the P.O. The terms contained in the P.O., and, to the extent applicable, any related master services or supply agreement (a “Master Agreement”) or Non-Disclosure or Confidentiality Agreement executed by VANE and Supplier, shall constitute the entire agreement between Supplier and VANE with respect to the subject matter of the P.O. and may not be modified, amended or rescinded except by a writing signed by authorized representatives of VANE and Supplier. In the event of conflict between the P.O. and any Master Agreement, the Master Agreement shall prevail.
1. Price and Taxes. The prices for the products or services purchased by VANE pursuant to the P.O. will be specified and paid in U.S. Dollars. The prices for the products or services include, unless specifically excluded on the face of the P.O., all federal, state and local taxes, as well as any value-added taxes (VAT) or other international taxes if applicable, and all packing, inspection, insurance, shipping, and other costs and charges. All charges are included in the price and no extra charges of any kind will be allowed unless specifically provided in the P.O.
2. Delivery and Default. Time is of the essence in the delivery of products or services pursuant to the P.O. Unless otherwise expressly stated on the face of the P.O., the delivery method shall be Ex Works (Incoterms® 2020) at Supplier’s location as indicated on the P.O., and all risks of loss or damage will remain with Supplier until the products are made available as required at such location. VANE will receive all products subject to its rights of inspection and rejection. Delivery (i) shall not be deemed to be complete until products or services have been accepted by VANE and (ii) must be made and completed within the time specified in the P.O. or if no time is specified, then within a reasonable time. If any delivery is threatened to be delayed, Supplier shall promptly give written notice to VANE of such delay or threatened delay. On default by Supplier or if VANE has reason to believe Supplier will not deliver products or services by the specified delivery date, VANE may, by written notice, terminate the whole or any part of the P.O. In the event of termination pursuant to this section, VANE shall have the right, in addition to any other rights and remedies conferred by law or under the P.O., to procure, upon such terms and in such manner as VANE may deem appropriate, products or services similar to those terminated, and Supplier shall, without otherwise limiting VANE’s claims for Supplier’s default, be liable to VANE for any excess costs for such similar products or services.
3. Packing and Shipping. Supplier will pack, mark (including suitable marking on the outside of each package) and ship the products in accordance with VANE’s policies and requirements, including, but not limited to, any Specifications, Quality Manuals and Security Seals and the requirements of all U.S. Customs or other applicable regulatory agencies. When transportation costs are payable by VANE, products will be shipped in a manner to secure the lowest transportation cost, unless otherwise specified by VANE in the P.O. No charge will be made by Supplier for packing, boxing, drayage or storage, unless otherwise expressly stated on the face of the P.O.
4. Quality and Inspection. All products or services delivered shall at all times be subject to VANE’s inspection, but neither VANE’s inspection nor failure to inspect shall relieve Supplier of any obligations hereunder. VANE reserves the right to reject and return at the risk and expense of Supplier all or any portion of any delivery which may be defective or fails to comply with specifications or other requirements of the P.O. Any products rejected may be held for disposition at the expense and risk of Supplier or, at VANE’s sole discretion, be returned for a refund by Supplier at Supplier’s sole expense. VANE may inspect Supplier’s manufacturing facilities and processes and Supplier shall provide VANE or its representative’s access to the same upon VANE’s request. Supplier shall retain all records, with such records to be in the English language, related to the P.O. for a minimum of ten (10) years from the date of delivery and acceptance of the products or services by VANE.
5. Cancellation. Should conditions arise which in the opinion of VANE make it advisable or necessary to cancel the P.O. in whole or in part, VANE may cancel by giving written notice to Supplier. Such cancellation shall be without cost or charge to VANE to the extent the products are standard goods or products that can be resold by Supplier and/or the services have not yet been performed. In other cases (other than termination for Supplier’s default), Supplier shall have the right to reasonable compensation as agreed by VANE and Supplier for products produced or for work performed in accordance with the requirements of the P.O. up to the date of such cancellation by VANE. All claims for compensation under this Section shall be made by Supplier to VANE in writing not later than 30 days after VANE notifies Supplier of the cancellation or such claim shall be deemed waived.
6. Changes. VANE shall have the right to make changes in the products or services and the dates of delivery, but no additional charges will be allowed unless authorized in writing by VANE. If such changes requested by VANE affect delivery times or the amount to be paid by VANE, Supplier shall notify the VANE in writing immediately and negotiate an adjustment. VANE may, at any time, upon written notice to Supplier, make changes in the specifications, drawings, samples or other terms of the P.O. If such change causes a material increase or decrease in the products to be delivered, the services to be provided, or the time required therefor, and Supplier notifies VANE within five business days from the date of receipt of written notice from VANE to make such change, VANE and Supplier may agree to an equitable adjustment of the purchase price or the time for Supplier’s performance. No claim for adjustment, including in price, will be valid unless such change is specifically requested, and the amount of adjustment is specifically agreed to, by VANE in writing. Supplier shall not make any changes to raw materials, or any portion or component of the products, the production process, the production equipment or the production location relating to Supplier’s performance under the P.O. unless and until Supplier has obtained VANE’s prior written consent, which may be granted, or withheld in VANE’s sole discretion.
7. Invoice and Payment. Unless otherwise expressly provided on the face of the P.O., (i) Supplier shall submit invoices only, and promptly upon, delivery of products or completion of services and (ii) VANE shall issue payment within 60 days of receipt of a correct invoice. Adjustments for payments made for rejected products or services or for any overpayments shall be deducted from subsequent payments due or, at VANE’s option, promptly refunded by Supplier upon request.
8. Indemnity. Supplier shall indemnify, defend and hold harmless VANE and its affiliates from and against any and all claims, demands, litigation, liabilities, injuries, losses, damages, costs or expenses (including reasonable attorneys’ fees), of whatever kind (whether based upon negligence, breach of express or implied warranty, strict liability, or any other theory) arising out of, by reason of, attributable to, or in any way connected with (i) accidents, occurrences, injuries, illness, death, loss, or damage to or of any person or any property in any way actually, or alleged to be, due to or resulting from, in whole or in part, the products or services provided by Supplier, the design, manner of preparation, manufacture, completion, delivery or non-delivery of the products or services by Supplier or any subcontractor or supplier of Supplier, or the failure of Supplier or any subcontractor or supplier of Supplier to give adequate warnings in connection with the products or services; (ii) any actual or alleged breach by Supplier of any representation, warranty, covenant or agreement of Supplier in the P.O.; (iii) any recall, withdrawal of, or safety notice relating to, any products or services of Supplier; and (iv) any claims that Supplier’s products or services infringe upon any third-party intellectual property rights. Without limiting the generality of the foregoing, in the event of a recall, withdrawal or safety notice, Supplier shall be responsible for all costs and expenses associated with the recall, withdrawal or notice, including refunds to customers and VANE’s costs of unsold items.
9. Force Majeure. In the event of war, fire, flood, strike, labor trouble, epidemics or pandemics, accident, riot, act of governmental authority, Acts of God or other similar or dissimilar contingencies experienced by and beyond the reasonable control of the applicable party, quantities so affected shall be eliminated at VANE’s option without any liability of VANE to Supplier, but the terms of the P.O. shall otherwise remain unaffected.
10. Warranties. Supplier warrants that (i) it will, and all products or services provided pursuant to the P.O. will, comply with all applicable federal, foreign, state and local laws, ordinances, codes, regulations, including (but not limited to) any certification and related record retention requirements of the Federal Aviation Administration (FAA) applicable to the products or services under the P.O. (collectively, “Laws”); (ii) products or services will be manufactured or performed by appropriately qualified and trained personnel and otherwise in accordance with AS9100 or equivalent QMS standards; and (iii) products sold and services performed under the P.O. (x) do not, and will not, infringe any patent, copyright, trade secret or any other intellectual property right or interest and (y) shall be free from all defects in design, material and workmanship, conform strictly to the specifications, drawings, or samples specified or furnished, and be merchantable and fit for VANE’s use and, in the case of services, will be performed in accordance with, and will meet, industry standards.
11. Insurance. Unless otherwise agreed by VANE in writing and without limiting Supplier’s obligations or liability pursuant to the other provisions of the P.O., Supplier has and will maintain at its own expense (a) Commercial General Liability Insurance (which may include a commercial umbrella policy), including but not limited to bodily injury, property damage, contractual liability, advertising, personal injury, products liability and completed operations coverage, in minimum amounts of $1 million per occurrence, $2 million in the aggregate, and $5 million in the aggregate for products liability, (b) Automobile Liability Insurance, including coverage for hired, owned or non-owned vehicles, with a combined single limited minimum of $1 million, (c) Workers’ Compensation Insurance at the statutory limits and (d) to the extent the P.O. applies to products, product recall insurance in an amount and upon terms reasonably satisfactory to VANE. VANE will be named in such liability and recall policies as an additional insured. Supplier will furnish VANE with certificates of insurance issued by the companies providing the insurance policies, and all such coverage and the related policies will be subject to VANE’s approval for adequacy of protection (not to be unreasonably withheld). All such certificates will stipulate that the companies providing the coverage will not cancel or materially change such insurance policies without giving VANE at least 30 days prior written notice.
12. VANE’s Property. All drawings, sketches, blueprints, specifications, designs, models, tools, molds, jigs, dies, patterns and other material and information furnished or paid for by VANE pursuant to the P.O. shall be and remain the property of VANE and shall be delivered to VANE or otherwise disposed of in accordance with VANE’s instructions. Supplier assumes all risk and liability for loss of or damage to VANE’s property in its custody or control, except for normal wear and tear, and shall insure such property at its own expense for an amount at least equal to the replacement cost thereof. Unless previously known to Supplier free of any obligation to keep it confidential, all information of VANE shall be kept confidential and shall not be disclosed by Supplier and such information and other property of VANE shall be used only in the proper performance of the P.O. and may not be used for other purposes.
13. Survival. The obligations of the parties under the P.O. which by their nature (or as otherwise expressly stated therein) would continue beyond the termination, cancellation or expiration of the P.O., such obligations and sections herein shall survive termination, cancellation or expiration of the P.O.
14. Supplier’s Information. No specifications, drawings, sketches, models, samples, tools, computer programs, technical or business information, or data, written, oral or otherwise furnished by Supplier to VANE pursuant to the P.O., or in contemplation of performance under the P.O., shall be considered by Supplier to be confidential or proprietary.
15. Quality Assurance. For all products or services provided to VANE: (a) Supplier will prepare and submit to VANE such quality control records, including those related to traceability, as VANE may require. (b) Supplier will notify VANE immediately (i) upon learning that any product does not conform to specifications or any Laws, or (ii) in the event of any inspection of Supplier or of any plant by a representative of the FAA or any other federal, state or local regulatory agency, Supplier will provide to VANE, within 24 hours of receipt of same, any and all reports issued by, or correspondence from, any regulatory agency that conducts any such inspection. Supplier will also maintain a log reflecting the lot numbers, manufacturing dates and expiration dates of all products and services supplied to VANE. (c) Unless otherwise agreed by VANE in writing, Supplier shall, at its expense, obtain a third-party quality assurance and product safety audit of its facilities annually and promptly provide VANE a copy of any such audit or report. Each such audit shall be performed by a reputable third-party auditor reasonably acceptable to VANE. (d) Supplier will maintain accurate and complete books of accounts and records covering transactions related to the P.O. VANE or its designated representative will have the right, at reasonable times and in its sole discretion, to inspect, copy and audit all such records. (e) VANE reserves the right to review and approve Supplier’s Quality Management System relevant to the products or services being provided by Supplier to VANE. (f) Supplier shall maintain the proper identification and revision status of specifications, drawings, process requirements, inspection/verification instructions and other relevant technical data used in the performance of requirements of the P.O. Supplier shall also provide a Certificate of Conformance verifying compliance with the applicable design standards, and, when applicable, a Certificate of Calibration verifying compliance with ANSI Z540 (or the equivalent standard, as applicable) and such certificate shall identify the standards utilized and must be traceable consistent with the applicable NIST standards. (g) Supplier shall flow down all applicable requirements of VANE and any U.S. Government, Regulatory and/or AS9100/AS9110 requirements to sub-tier suppliers (including requirements in the purchasing documents and key characteristics). However, VANE does not allow or consent to Supplier subcontracting for any product or process to a sub-tier supplier without prior written approval from VANE’s authorized representative. (h) To prevent the purchase of counterfeit or suspect/unapproved products and to ensure product identification and traceability (and for other reasons), VANE implements controls that include the requirement of material verification and traceability to include, but not limited to Material Certificates, Certificates of Conformity, special tests and inspections and/or other supporting documentation from the Supplier as appropriate or may be as specified in the P.O. Supplier agrees to use commercially reasonable practices to prevent counterfeit work from being delivered to VANE. (i) If VANE (or its customer) has identified a non-conforming product or process, a Corrective Action Request (CAR) may be issued to the Supplier. Supplier agrees to take appropriate and timely action to respond to the CAR with an acceptable corrective action plan, subject to VANE’s approval, and to implement the required corrective actions. When the Supplier does not provide a timely and/or effective corrective action plan, VANE will take appropriate action, including, but not limited to, termination for default, withholding payment, removing Supplier from the VANE’s Approved Supplier List, and/or legal action, as appropriate and solely at VANE’s discretion. (j) Supplier is responsible for maintaining a Supplier register with documentation to support their selection of subcontractors based on their ability to supply product that fulfill VANE’s Order, including, but not limited to, evidence of customer-approved processor status. Supplier is responsible for assuring their subcontractors hold the required approvals and certificates to provide the purchased product and for applying the appropriate level of control over the subcontractor’s performance to assure compliance with the P.O. However, VANE does not permit the Supplier to subcontract any portion of the P.O. without prior written approval from VANE’s authorized representative. (k) For the avoidance of doubt, Supplier acknowledges and understands, and shall ensure any approved sub-supplier or subcontractor acknowledges and understands, the importance of ethical behavior and that Supplier’s products or services play an important role and contribute to VANE’s ability to provide products and services to its customers that conform to specifications, quality and product safety standards at all times.
16. Miscellaneous. THE P.O. AND ALL QUESTIONS ARISING HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF FLORIDA, WITHOUT REGARD TO THE CHOICE OR CONFLICT OF LAWS RULES AND PRINCIPLES OF FLORIDA. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS (CISG) SHALL NOT APPLY TO AND IS EXPRESSLY EXCLUDED. VANE shall be entitled to recover its reasonable costs and expenses, including attorneys’ fees, incurred in enforcing and/or defending its rights under the P.O. A holding that any term or condition of the P.O. is void or unenforceable shall not render void or unenforceable any other terms or conditions of the P.O.
17. Dispute Resolution. VANE and Supplier shall attempt, in good faith, to resolve any dispute arising out of or relating to the P.O., or the products and/or services provided hereunder, promptly by negotiation between executives. If the matter has not been resolved within thirty (30) days of a party’s request for negotiation, either party may initiate arbitration as hereinafter provided. Any dispute between VANE and Supplier arising out of or related to the P.O. or the products and/or services provided hereunder which has not been resolved by the negotiation procedure described above, shall be fully and finally settled by arbitration administered by the American Arbitration Association in accordance with its then current Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Unless VANE and Supplier otherwise agree in writing, the arbitration panel shall consist of one arbitrator. Except as otherwise expressly provided for herein, the arbitrator(s) shall have no authority to award punitive or other damages not measured by the prevailing party’s actual damages and may not, in any event, make any ruling, finding or award that does not conform to the terms and conditions of the P.O. The arbitration proceeding shall be conducted in Fort Lauderdale, Florida.
18. FEDERAL ACQUISITION REGULATION (FAR) AND DEFENSE FEDERAL ACQUISITION REGULATION SUPPLEMENT (DFARS) FLOWDOWN PROVISIONS FOR SUBCONTRACTS/PURCHASE ORDERS FOR COMMERCIAL PRODUCTS AND/OR SERVICES UNDER A UNITED STATES DEPARTMENT OF DEFENSE PRIME CONTRACT
The FAR and DFARS clauses referenced below are incorporated herein by reference, with the same force and effect as if they were given in full text, and are applicable, including any notes following the clause citation, to this Contract. If the date or substance of any of the clauses listed below is different from the date or substance of the clause actually incorporated in the Prime Contract referenced by number herein, the date or substance of the clause incorporated by said Prime Contract shall apply instead. The Contracts Disputes Act shall have no application to this Contract, and nothing in this Contract grants SUPPLIER a direct claim or cause of action against the U.S. Government. Any reference to a "Disputes" clause shall mean the "Disputes" clause of this Contract. SUPPLIER shall include in each lower-tier subcontract the appropriate flow down clauses as required by the FAR and FAR Supplement clauses included in this Contract.
18.1. Definitions. As used in the FAR and DFARS clauses referenced below and otherwise in this Contract:
18.1.1. "Commercial product" means any such product as defined in FAR 2.101.
18.1.2. "Commercial service" means any such service as defined in FAR 2.101.
18.1.3. "Commercially available off-the-shelf (COTS) item" means a COTS item as defined in FAR 2.101.
18.1.4. "Contract" means this contract.
18.1.5. "Contracting Officer" shall mean the U.S. Government Contracting Officer for VANE's government prime contract under which this Contract is entered.
18.1.6. "Contractor" and "Offeror" means the SUPPLIER, which is the party identified on the face of the Contract with whom Lockheed Martin is contracting, acting as the immediate subcontractor to VANE.
18.1.7. "Prime Contract" means the contract between VANE and the U.S. Government or between VANE and its higher-tier contractor who has a contract with the U.S. Government.
18.1.8. "Subcontract" means any contract placed by SUPPLIER or lower-tier subcontractors under this Contract.
18.2. Notes. The following notes apply to the clauses incorporated by reference below only when specified in the parenthetical phrase following the clause title and date.
18.2.1. Substitute "VANE" for "Government" or "United States" throughout this clause.
18.2.2. Substitute "VANE Procurement Representative" for "Contracting Officer", "Administrative Contracting Officer", and "ACO" throughout this clause.
18.2.3. Insert "and VANE" after "Government" throughout this clause.
18.2.4. Insert "or VANE" after "Government" throughout this clause.
18.2.5. Communication/notification required under this clause from/to SUPPLIER to/from the Contracting Officer shall be through VANE.
18.2.6. Insert "and VANE" after "Contracting Officer", throughout the clause.
18.2.7. Insert "or VANE PROCUREMENT REPRESENTATIVE" after "Contracting Officer", throughout the clause.
18.2.8. If SUPPLIER is an international contractor, this clause applies to this Contract only if Work under the Contract will be performed in the United States or Contractor is recruiting employees in the United States to Work on the Contract.
18.3. Amendments Required by Prime Contract. SUPPLIER agrees that upon the request of VANE it will negotiate in good faith with VANE relative to amendments to this Contract to incorporate additional provisions herein or to change provisions hereof, as VANE may reasonably deem necessary to comply with the provisions of the applicable Prime Contract or with the provisions of amendments to such Prime Contract. If any such amendment to this Contract causes an increase or decrease in the cost of, or the time required for, performance of any part of the Work under this Contract, an equitable adjustment shall be made pursuant to the "Changes" clause of this Contract.
18.4. Preservation of the Government’s Rights. If VANE furnishes designs, drawings, special tooling, equipment, engineering data, or other technical or proprietary information (Furnished Items) which the U. S. Government owns or has the right to authorize the use of, nothing herein shall be construed to mean that VANE, acting on its own behalf, may modify or limit any rights the Government may have to authorize SUPPLIER's use of such Furnished Items in support of other U. S. Government prime contracts.
18.5. Provisions of the Federal Acquisition Regulation (FAR) Incorporate by Reference. The following FAR clauses apply to this Contract:
18.5.1. FAR 52.203-12 LIMITATION ON PAYMENTS TO INFLUENCE CERTAIN FEDERAL TRANSACTIONS (JUN 2020) (Applies if this Contract exceeds the threshold specified in FAR 3.808 on the date of award of this Contract).
18.5.2. FAR 52.203-13 CONTRACTOR CODE OF BUSINESS ETHICS AND CONDUCT (NOV 2021) (Applies if this Contract exceeds threshold specified in FAR 3.1004(b)(1) on the date of this Contract and has a period of performance of more that 120 days. Disclosures made under this clause shall be made directly to the Government entities identified in the clause.)
18.5.3. FAR 52.203-19 PROHIBITION ON REQUIRING CERTAIN INTERNAL CONFIDENTIALITY AGREEMENTS OR STATEMENTS (JAN 2017)
18.5.4. FAR 52.204-2 SECURITY REQUIREMENTS (MAR 2021) (Applies if the Work requires access to classified information.) FAR 52.204-9 PERSONAL IDENTITY VERIFICATION OF CONTRACTOR PERSONNEL (JAN 2011) (Applies where SUPPLIER will have physical access to a federally controlled facility or access to a Federal information system.)
18.5.5. FAR 52.204-10 REPORTING EXECUTIVE COMPENSATION AND FIRST-TIER SUBCONTRACT AWARDS (JUN 2020) (Subparagraph (d)(2) does not apply. If SUPPLIER meets the thresholds specified in paragraphs (d)(3) and (g)(2) of the clause, SUPPLIER shall report required executive compensation by posting the information to the Government's System for Award Management (SAM) database. All information posted will be available to the general public.)
18.5.6. FAR 52.204-21 BASIC SAFEGUARDING OF COVERED CONTRACTOR INFORMATION SYSTEMS (NOV 2021) (Applies unless SUPPLIER is furnishing commercially available off-the-shelf items.)
18.5.7. FAR 52.204-23 PROHIBITION ON CONTRACTING FOR HARDWARE, SOFTWARE, AND SERVICES DEVELOPED OR PROVIDED BY KASPERSKY LAB AND OTHER COVERED ENTITIES (NOV 2021) (SUPPLIER shall provide VANE copies of any reports provided under this clause which relate to the performance of this Contract.)
18.5.8. FAR 52.204-25 PROHIBITION ON CONTRACTING FOR CERTAIN TELECOMMUNICATIONS AND VIDEO SURVEILLANCE SERVICES OR EQUIPMENT (NOV 2021) (Reports required by this clause will be made to VANE.)
18.5.9. FAR 52.204-27 Prohibition on a ByteDance Covered Application (Jun 2023)
18.5.10. FAR 52.204–30 Federal Acquisition Supply Chain Security Act Orders—Prohibition. (Dec 2023)
18.5.11. FAR 52.209-6 PROTECTING THE GOVERNMENT'S INTEREST WHEN SUBCONTRACTING WITH CONTRACTORS DEBARRED, SUSPENDED, OR PROPOSED FOR DEBARMENT (NOV 2021) (Applies if this Contract exceeds the threshold specified in FAR 9.405-2(b) on the date of award of this Contract except does not apply if this Contract is for commercial off the shelf items. Copies of notices provided by SUPPLIER to the Contracting Officer shall be provided to VANE.)
18.5.12. FAR 52.222-21 PROHIBITION OF SEGREGATED FACILITIES (APR 2015)
18.5.13. FAR 52.222-26 EQUAL OPPORTUNITY (SEP 2016)
18.5.14. FAR 52.222-35 EQUAL OPPORTUNITY FOR VETERANS (JUN 2020) (Applies if this Contract is valued at or above the threshold specified in FAR 22.1303(a) on the date of this Contract.)
18.5.15. FAR 52.222-36 AFFIRMATIVE ACTION FOR WORKERS WITH DISABILITIES (JUN 2020) (Applies if this contract exceeds the threshold specified in FAR 22.1408(a) on the date of award of this Contract.)
18.5.16. FAR 52.222-37 EMPLOYMENT REPORTS ON VETERANS (JUN 2020) (Applies if this Contract is valued at or above the threshold specified in FAR 22.1303(a) on the date of this Contract.)
18.5.17. FAR 52.222-40 NOTIFICATION OF EMPLOYEE RIGHTS UNDER THE NATIONAL LABOR RELATIONS ACT (DEC 2010) (Applies if this Contract exceeds $10,000.)
18.5.18. FAR 52.222-41 SERVICE CONTRACT ACT OF 1965 (AUG 2018) (Applies if this Contract is for services subject to the Service Contract Act. The clause does not apply if this Contract has been administratively exempted by the Secretary of Labor or exempted by 41 U.S.C. 356, as interpreted in Subpart C of 29 CFR Part 4.)
18.5.19. FAR 52.222-50 COMBATING TRAFFICKING IN PERSONS (NOV 2021)
18.5.20. FAR 52.222-54 EMPLOYMENT ELIGIBILITY VERIFICATION (NOV 2021) (Applies if this Contract exceeds $3,500 except for commercial services that are part of the purchase of a COTS item (or an item that would be a COTS item, but for minor modifications), performed by the COTS provider, and are normally provided for that COTS item.)
18.5.21. FAR 52.222-55 MINIMUM WAGES FOR CONTRACTOR WORKERS UNDER EXECUTIVE ORDER 14026 (JAN 2022) (Applies if this Contract is subject to the Service Contract Labor Standards statute or the Wage Rate Requirements (Construction) statute, and is to be performed in whole or in part in the United States. "Contracting Officer" means "VANE.")
18.5.22. FAR 52.222-62 PAID SICK LEAVE UNDER EXECUTIVE ORDER 13706 (JAN 2022) (Applies if this Contract is subject to the Service Contract Labor Standards statute or the Wage Rate Requirements (Construction) statute, and are to be performed in whole or in part in the United States.)
18.5.23. FAR 52.223-3 HAZARDOUS MATERIAL IDENTIFICATION AND MATERIAL SAFETY DATA (FEB 2021) (Applies if this Contract involves hazardous material. Notes 2 and 3 apply, except for paragraph (f) where Note 4 applies.) FAR 52.223-7 NOTICE OF RADIOACTIVE MATERIALS (JAN 1997) (Applies to Work containing covered radioactive material. In the blank insert "30".)
18.5.24. FAR 52.223-11 OZONE-DEPLETING SUBSTANCES (JUN 2016) (Applies if the Work was manufactured with or contains ozone-depleting substances.)
18.5.25. FAR 52.224-3 PRIVACY TRAINING (JAN 2017) (Applies if SUPPLIER will (1) have access to a system of records; (2) create, collect, use, process, store, maintain, disseminate, disclose, dispose, or otherwise handle personally identifiable information; or (3) design, develop, maintain, or operate a system of records.)
18.5.26. FAR 52.225-1 BUY AMERICAN ACT -- SUPPLIES (NOV 2021) (Applies if the Work contains other than domestic components.)
18.5.27. FAR 52.225-5 TRADE AGREEMENTS (OCT 2019) (Applies if the Work contains other than U.S. made or designated country end products as specified in the clause.)
18.5.28. FAR 52.225-13 RESTRICTIONS ON CERTAIN FOREIGN PURCHASES (FEB 2021)
18.5.29. FAR 52.225-26, Contractors Performing Private Security Functions Outside the United States (Oct 2016)
18.5.30. FAR 52.227-19 COMMERCIAL COMPUTER SOFTWARE-RESTRICTED RIGHTS (DEC 2007)
18.5.31. FAR 52.232-40 PROVIDING ACCELERATED PAYMENTS TO SMALL BUSINESS SUBCONTRACTORS (NOV 2021) (Applies if SUPPLIER is a small business concern.)
18.5.32. FAR 52.244-6 SUBCONTRACTS FOR COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (JAN 2022)
18.5.33. FAR 52.245-1 GOVERNMENT PROPERTY (SEPT 2021)
18.5.34. FAR 52.247-64 PREFERENCE FOR PRIVATELY OWNED U.S. FLAG COMMERCIAL VESSELS (NOV 2021)
18.6. Provisions of the Department of Defense Federal Acquisition Regulation (DFAR) Incorporate by Reference. The following DFAR clauses apply to this Contract:
18.6.1. DFARS 252.203-7002 REQUIREMENT TO INFORM EMPLOYEES OF WHISTLEBLOWER RIGHTS (SEP 2013)
18.6.2. DFARS 252.203-7003 AGENCY OFFICE OF THE INSPECTOR GENERAL (AUG 2019) (Applies when FAR 52.203-13 applies to this Contract.)
18.6.3. DFARS 252.204-7009 LIMITATIONS ON THE USE AND DISCLOSURE OF THIRD PARTY CONTRACTOR REPORTED CYBER INCIDENT INFORMATION (OCT 2016) (Applies if this Contract involves services that include support for the Government's activities related to safeguarding covered defense information and cyber incident reporting.)
18.6.4. DFARS 252.204-7012 SAFEGUARDING COVERED DEFENSE INFORMATION AND CYBER INCIDENT REPORTING (DEC 2019) (Applies if this Contract is for operationally critical support or for which performance will involve covered defense information. SUPPLIER shall furnish VANE copies of notices provided to the Contracting Officer at the time such notices are sent. SUPPLIER shall also furnish VANE copies of any reports SUPPLIER receives from its lower tier subcontractors.)
18.6.5. DFARS 252.204-7015 NOTICE OF AUTHORIZED DISCLOSURE OF INFORMATION FOR LITIGATION SUPPORT (MAY 2016)
18.6.6. DFARS 252.204-7018 PROHIBITION ON THE ACQUISITION OF COVERED DEFENSE TELECOMMUNICATIONS EQUIPMENT OR SERVICES (JAN 2021) (Copies of reports provided by SUPPLIER under this clause will be provided to VANE.)
18.6.7. DFARS 252.204-7020 NIST SP 800-171 DOD ASSESSMENT REQUIREMENTS (NOV 2020) (Applies except if this Contract is for commercial off the shelf items.)
18.6.8. DFARS 252.211-7003 ITEM UNIQUE IDENTIFICATION AND VALUATION (MAR 2016) (Applies if this Contract requires the Work to contain unique item identification." Items subject to unique item identification are identified elsewhere in this Contract. All reports required to be submitted under this clause shall be submitted to VANE. "Government" means " VANE" except in the definition of "issuing agency" in paragraph (a).)
18.6.9. DFARS 252.215-7010 REQUIREMENTS FOR CERTIFIED COST OR PRICING DATA AND OTHER DATA THAN CERTIFIED COST OR PRICING DATA (JUL 2019) This clause applies in lieu of FAR 52.215-20. Contracting Officer means "VANE" Paragraph (b)(ii)(E) is deleted.
18.6.10. DFARS 252.223-7001 HAZARD WARNING LABELS (DEC 1991) (Applies if this Contract requires the delivery of hazardous materials.)
18.6.11. DFARS 252.223-7002 SAFETY PRECAUTIONS FOR AMMUNITION AND EXPLOSIVES (MAY 1994) (Applies only if the articles furnished under this Contract contain ammunition or explosives, including liquid and solid propellants. Notes 2, 3, and 5 apply to paragraphs (g)(1)(i) and (e)(1)(ii). Note 3 applies. Delete "prime" in (g)(1)(ii) and add "and VANE Procurement Representative." Delete in (g)(1)(ii) "substituting its name for references to the Government.")
18.6.12. DFARS 252.223-7003 CHANGE IN PLACE OF PERFORMANCE - AMMUNITION AND EXPLOSIVES (DEC 1991) (Applies if DFARS 252.223-7002 applies to this Contract.)
18.6.13. DFARS 252.223-7007 SAFEGUARDING SENSITIVE CONVENTIONAL ARMS, AMMUNITION, AND EXPLOSIVES (SEP 1999) (Applies if this Contract is for the development, production, manufacture, or purchase of arms, ammunition, and explosives or when arms, ammunition, and explosives will be provided to SUPPLIER as Government Furnished Property.)
18.6.14. DFARS 252.223-7008 PROHIBITION OF HEXAVALENT CHROMIUM (JUN 2013)
18.6.15. DFARS 252.225-7001 BUY AMERICAN AND BALANCE OF PAYMENTS PROGRAM (DEC 2017) (Applies if the Work contains other than domestic components. Applies in lieu of FAR 52.225-1.)
18.6.16. DFARS 252.225-7007 PROHIBITION ON ACQUISITION OF CERTAIN ITEMS FROM COMMUNIST CHINESE MILITARY COMPANIES (DEC 2018) Applies if this contract is for an item on the United States Munitions List or the 600 series of the Commerce Control List.)
18.6.17. DFARS 252.225-7009 RESTRICTION ON ACQUISITION OF CERTAIN ARTICLES CONTAINING SPECIALTY METALS (DEC 2019) (Applies if the Work to be furnished contains specialty metals. Paragraph (d) is deleted.) DFARS 252.225-7012 PREFERENCE FOR CERTAIN DOMESTIC COMMODITIES (DEC 2017)
18.6.18. DFARS 252.225-7021 TRADE AGREEMENTS (SEP 2019) (Applies if the Work contains other than U.S.-made, qualifying country, or designated country end products. Applies in lieu of FAR 52.225-5.)
18.6.19. DFARS 252.225-7048 EXPORT-CONTROLLED ITEMS (JUN 2013)
18.6.20. DFARS 252.225-7052 RESTRICTION 0N THE ACQUISITION OF CERTAIN MAGNETS, TANTALIM, AND TUNGSTEN (OCT 2020) (Applies except where an exception in paragraph (c) applies.)
18.6.21. DFARS 252.226-7001 UTILIZATION OF INDIAN ORGANIZATIONS, INDIAN-OWNED ECONOMIC ENTERPRISES AND NATIVE HAWAIIAN SMALL BUSINESS CONCERNS (APR 2019) (Applies if this Contract exceeds $500,000. Note 2 applies to paragraph (c) the first time "Contracting Officer" appears. In subparagraph (f)(1) "Contractor" shall mean "VANE." VANE shall have no liability to SUPPLIER for any incentive payment under this clause unless and until the Government provides said incentive payment to VANE on behalf of SUPPLIER.)
18.6.22. DFARS 252.227-7013 RIGHTS IN TECHNICAL DATA --NONCOMMERCIAL ITEMS (FEB 2014) (Applies in lieu of FAR 52.227-14. Applies to the extent specified in DFARS 252.227-7015.)
18.6.23. DFARS 252.227-7014 RIGHTS IN NONCOMMERCIAL COMPUTER SOFTWARE AND NONCOMMERCIAL COMPUTER SOFTWARE DOCUMENTATION (FEB 2014) (Applies in lieu of FAR 52.227-14.)
18.6.24. DFARS 252.227-7015 TECHNICAL DATA -- COMMERCIAL ITEMS (FEB 2014)
18.6.25. DFARS 252.227-7019 VALIDATION OF ASSERTED RESTRICTIONS - COMPUTER SOFTWARE (SEP 2016) DFARS 252.227-7037 VALIDATION OF RESTRICTIVE MARKINGS ON TECHNICAL DATA (SEP 2016)
18.6.26. DFARS 252.232-7017 ACCELERATING PAYMENTS TO SMALL BUSINESS SUBCONTRACTORS - PROHIBITION ON FEES AND CONSIDERATION (APR 2020)
18.6.27. DFARS 252.244-7000 SUBCONTRACTS FOR COMMERCIAL ITEMS (NOV 2023)
18.6.28. DFARS 252.246-7003 NOTIFICATION OF POTENTIAL SAFETY ISSUES (JUN 2013) (Applies if this Contract is for (i) parts identified as critical safety items; (ii) systems and subsystems, assemblies, and subassemblies integral to a system; or (iii) repair, maintenance, logistics support, or overhaul services for systems and subsystems, assemblies, subassemblies, and parts integral to a system. Contractor shall provide notifications to VANE and the contracting officer identified to SUPPLIER.)
18.6.29. DFARS 252.246-7007 CONTRACTOR COUNTERFEIT ELECTRONIC PART DETECTION AND AVOIDANCE SYSTEM (AUG 2016) (Paragraphs (a) through (e) apply. To the extent this clause conflicts with other provisions of this contract, this clause shall prevail.)
18.6.30. DFARS 252.246-7008 SOURCES OF ELECTRONIC PARTS (MAY 2018) (Applies if this contract is for electronic parts or assemblies containing electronic parts, unless SUPPLIER is the original manufacturer.)
18.6.31. DFARS 252.247-7023 TRANSPORTATION OF SUPPLIES BY SEA - BASIC (FEB 2019) (Applies in lieu of FAR 52.247-64 in all Contracts for ocean transportation of supplies. In the first sentence of paragraph (g), insert a period after “Contractor” and delete the balance of the sentence. Paragraph (f) and (g) shall not apply if this Contract is at or below the simplified acquisition threshold.)
18.6.32. DFARS 252.249-7002 NOTIFICATION OF ANTICIPATED CONTRACT TERMINATION OR REDUCTION (JUN 2020) (Applies if this Contract is equal or exceeds the threshold specified in DFARS 249.7003(c)(2)(i)" and "249.7003(c)(2)(ii)). Delete paragraph (d)(1) and the first five words of paragraph (d)(2).)
19. Certification and Representations. SUPPLIER acknowledges that VANE will rely upon SUPPLIER certifications and representations, including representations as to business size and socio-economic status as applicable, contained in this clause and in any written offer, proposal or quote, or company profile submission, which results in award of a contract to SUPPLIER. By entering into such contract, SUPPLIER republishes the certifications and representations submitted with its written offer, including company profile information, and oral offers/quotations made at the request of VANE, and SUPPLIER makes those certifications and representations set forth below. SUPPLIER shall immediately notify VANE of any change of status regarding any certification or representation.
19.1. FAR 52.203-11 Certification and Disclosure Regarding Payments to Influence Certain Federal Transactions (Applicable to solicitations and contracts the threshold specified in FAR 3.808 on the date of subcontract award)
19.1.1. Definitions. As used in this provision: “Lobbying contact" has the meaning provided at 2 U.S.C. 1602(8). The terms "agency," "influencing or attempting to influence," "officer or employee of an agency," "person," "reasonable compensation," and "regularly employed" are defined in the FAR clause of this solicitation entitled "Limitation on Payments to Influence Certain Federal Transactions" (52.203-12).
19.1.2. Prohibition. The prohibition and exceptions contained in the FAR clause of this solicitation entitled "Limitation on Payments to Influence Certain Federal Transactions" (52.203-12) are hereby incorporated by reference in this provision.
19.1.3. Certification. SUPPLIER hereby certifies to the best of its knowledge and belief that no Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress on its behalf in connection with the awarding of this contract.
19.1.4. Disclosure. If any registrants under the Lobbying Disclosure Act of 1995 have made a lobbying contact on behalf of the offeror with respect to this contract, SUPPLIER shall complete and submit, with its offer, to VANE OMB Standard Form LLL, Disclosure of Lobbying Activities, to provide the name of the registrants. SUPPLIER need not report regularly employed officers or employees of the offeror to whom payments of reasonable compensation were made.
19.1.5. Penalty. Submission of this certification and disclosure is a prerequisite for making or entering into this contract imposed by 31 U.S.C. 1352. Any person who makes an expenditure prohibited under this provision or who fails to file or amend the disclosure required to be filed or amended by this provision, shall be subject to a civil penalty of not less than $10,000, and not more than $100,000, for each such failure.
19.2. FAR 52.209-5 Certification Regarding Debarment, Suspension, Proposed Debarment, and Other Responsibility Matters.
19.2.1. SUPPLIER certifies, to the best of its knowledge and belief, that
19.2.1.1. SUPPLIER and/or any of its Principals (a) Are not presently debarred, suspended, proposed for debarment, or declared ineligible for the award of contracts by any Federal agency; (b) Have not, within a three-year period preceding this offer, been convicted of or had a civil judgment rendered against them for: commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, state, or local) contract or subcontract; violation of Federal or State antitrust statutes relating to the submission of offers; or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, tax evasion, violating Federal criminal tax laws, or receiving stolen property; (c) Are not presently indicted for, or otherwise criminally or civilly charged by a governmental entity with, commission of any of the offenses enumerated in subdivision (a)(1)(i)(B) of this provision.
19.2.1.2. SUPPLIER has not, within a three-year period preceding this offer, had one or more contracts terminated for default by any Federal agency.
19.2.1.3. SUPPLIER has not, within a three-year period preceding this offer, been notified of any delinquent Federal taxes in an amount that exceeds the threshold at 9.104-5(a)(2) for which the liability remains unsatisfied.
19.2.2. Principal, for the purposes of this certification, means an officer, director, owner, partner, or a person having primary management or supervisory responsibilities within a business entity (e.g., general manager; plant manager; head of a division, or business segment; and similar positions).
19.2.3. SUPPLIER shall provide immediate written notice to VANE if, at any time prior to contract award, SUPPLIER learns that its certification was erroneous when submitted or has become erroneous by reason of changed circumstances.
19.2.4. The certification in Section 19.2.1 of this provision is a material representation of fact upon which reliance was placed when making award. If it is later determined that SUPPLIER knowingly rendered an erroneous certification, in addition to other remedies available, VANE may terminate this contract for default.
19.3. FAR 52.222-22 Previous Contracts and Compliance Reports
19.3.1. SUPPLIER represents that if SUPPLIER has participated in a previous contract or subcontract subject to the Equal Opportunity clause (FAR 52.222-26): (1) SUPPLIER has filed all required compliance reports and (2) that representations indicating submission of required compliance reports, signed by proposed subcontractors, will be obtained before subcontract awards.
19.3.2. Section 19.3.1 applies only to the extent (1) SUPPLIER performs work in the United States, or (2) recruits employees in the United States to Work on this Contract.
19.4. FAR 52.222-25 Affirmative Action Compliance
19.4.1. SUPPLIER represents: (1) that SUPPLIER has developed and has on file at each establishment, Affirmative Action programs required by the rules and regulations of the Secretary of Labor (41 CFR 60-1 and 60-2), or (2) that in the event such a program does not presently exist, SUPPLIER will develop and place in operation such a written Affirmative Action Compliance Program within one-hundred twenty (120) days from the award of this Contract.
19.4.2. Section 19.4 applies only to the extent (1) SUPPLIER performs work in the United States, or (2) recruits employees in the United States to Work on this Contract.