NORTHROP GRUMMAN CORPORATION
PURCHASE ORDER TERMS AND CONDITIONS
GOVERNMENT FIXED-PRICE – SUPPLY
Title and Clause Number Title and Clause Number
Acceptance 2. Inspection and Acceptance 8.
Asbestos 30. Insurance 26.
Assignment 21. Labor Disputes 27.
Buyer Authorization 12. Nonconforming Goods 9.
Buyer's Property 16. Nonwaiver 39.
Changes 11. Notification of Status Changes 19.
Choice of Law 29. Offset Commitment 31.
Complete Agreement 40. Order of Precedence 3.
Compliance with and Applicability of the OFPP 35. Packing and Shipping 7.
Compliance with Laws 28. Partial Invalidity 38.
Conflict of Interest 51. Payment 6.
Customs Trade Partnership Against Terrorism Proprietary Information 23.
Release of Information and Advertising 34.
Delivery, Title 4.
Responsibility For Claims/ Indemnity 41.
Disposal of Products 18.
Seller's Data 24.
Export and Import Compliance 32.
Suspect/Counterfeit Parts 96.
FAR/DFARS Provisions/Clauses 199.
Force Majeure 95.
Termination for Convenience 14.
Government Property 17.
Termination for Default 15.
Indemnity for Defective Cost or Pricing Data 36.
Infringement Indemnification 25.
A. BUYER means the Northrop Grumman Corporation customer by the U.S. Government for the acquisition
subsidiary, Sector, or business unit identified on the of Products.
face of the Order. I. PRODUCT means those goods, supplies, reports,
B. BUYER’S AUTHORIZED PURCHASING computer software, data, materials, articles, items,
REPRESENTATIVE means the person authorized parts, components or assemblies, and any related
by Buyer’s cognizant procurement organization to services described in the Order.
administer and/or execute the Order. J. PROPRIETARY INFORMATION means all
C. DATA means all financial/business information, proprietary data furnished by Buyer to Seller,
designs, dimensions, specifications, drawings, including, but not limited to all data that is identified
patterns, know how, or other information concerning in writing at the time of disclosure as proprietary and
methods, manufacturing processes, equipment, marked with an appropriate legend, marking or stamp
gauges and tools used in the design and manufacture identifying the data as Proprietary to the party
of Products. Data may be recorded in a written or disclosing the information, and includes any
printed document, computer or electronically stored, information marked with a restrictive legend as
software, or any other tangible form of expression. prescribed in DFARS 252.227-7013 or 252.227-7014
D. DFARS means the Defense Federal Acquisition or in FAR 52.227-14.
Regulation Supplement K. SELLER means the party with whom Buyer is
E. FAR means the Federal Acquisition Regulation contracting.
F. ORDER means the instrument of contracting L. SERVICES means Seller’s time and effort, including
including the Purchase Order and all referenced any goods, supplies, materials, articles, items, parts,
documents. components or assemblies (Products) incidental to
G. PARTIES means Buyer and Seller collectively. the performance of the Service.
H. PRIME CONTRACT means the contracting
instrument issued to Buyer or Buyer’s higher tier
TERMS CT-1 (R. 01-10)
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2. ACCEPTANCE. charges, or other premium rates will be paid by
This Order is Buyer’s offer to Seller. Acceptance of this Buyer unless authorized by Buyer, in writing.
offer is strictly limited to the terms and conditions in this B. Seller shall send a separate invoice for each shipment
offer. Modifications hereto, to be binding, must be in according to the Buyer’s Invoice Instructions which are
writing and signed by Buyer’s authorized purchasing incorporated herein and available on Buyer’s On-line
representative. Seller’s acknowledgement, acceptance of Automated Supplier Information System (OASIS):
payment, or commencement of performance, shall https://oasis.northgrum.com/nu_cp_oasis.htm. No
conclusively evidence acceptance of this offer as written. invoice shall be issued by Seller to Buyer prior to
Buyer hereby objects to any additional or different terms completion of Services or shipment of Products.
contained in Seller’s acceptance. Payment due dates, including discount periods, will be
3. ORDER OF PRECEDENCE. calculated from the date of acceptance of a properly
In the event of any inconsistency between any parts of this prepared invoice consistent with the Invoice
Order, the inconsistency shall be resolved by giving Instructions referenced herein. Payment of invoice
precedence in the following order: shall not constitute approval or acceptance of
A. Change Order Document Products or Services rendered. At any time prior to
B. Purchase Order Document final payment under this Order, Buyer may have
C. Purchase Order Terms and Conditions. invoices audited to verify their accuracy, completeness
D. FAR/DFARS Clauses and compliance with the terms of this Order. Payment
E. Statement of Work. of Seller’s invoices shall be subject to adjustment for
F. Specification/Drawing any amounts found upon audit or otherwise to have
G. Other Referenced Documents. been improperly invoiced.
4. DELIVERY, TITLE. C. Any amounts owing to Buyer by Seller may be set
A. The FOB point shall be as designated in the Order. off against amounts otherwise due to Seller under
Title shall pass to Buyer upon acceptance (except as this Order.
otherwise specified within this Order); however, 7. PACKING AND SHIPPING.
passing of title shall not relieve Seller of any other Seller shall be responsible for ensuring the proper
obligations under this Order. packaging and shipping of Product hereunder in
B. All deliveries shall be strictly in accordance with the accordance with Buyer’s Purchase Order Terms and
applicable quantities and schedules set forth in this Conditions and Buyer’s Carrier Routing Instructions
Order. Buyer reserves the right to return which is incorporated herein and available on Buyer’s On-
overshipments and early shipments at Seller’s line Automated Supplier Information System (OASIS):
expense. Seller shall be liable for all storage/handling https://oasis.northgrum.com/nu_cp_oasis.htm. Damage
charges incurred as a result of overshipments and resulting from improper Product packaging will be
early shipments. charged to Seller.
C. Whenever it appears Seller will not meet the delivery 8. INSPECTION AND ACCEPTANCE.
schedule, Seller shall immediately notify Buyer of A. Unless otherwise specified Buyer’s final inspection
the reason and estimated length of the delay. Seller and acceptance shall be at destination. Failure to
shall make every effort to avoid or minimize the inspect and accept or reject Products shall not relieve
delay to the maximum extent possible including the the Seller from responsibility for compliance with
expenditure of premium time and most expeditious Order requirements nor impose liability on Buyer.
transportation. Any additional cost caused by these B. Seller shall not substitute materials or accessories
requirements shall be borne by Seller. without written consent of Buyer.
D. If Seller is unable to meet the required delivery C. If the goods are to specifically manufactured for
schedules for any reason, other than a change Buyer in accordance with drawings, designs, or
directed by Buyer, Buyer shall have the option to (1) specifications furnished by Buyer: (1) Seller shall
terminate this Order, or (2) fill such Order or any provide and maintain an inspection and quality
portion thereof, from sources other than Seller and to control system acceptable to Buyer and provide
reduce Seller’s Order quantities accordingly at no access to Seller's facilities including all
increase in unit price, without any penalty to Buyer. subcontractors facilities used in performance of this
This condition shall not limit buyer’s rights under the order at all reasonable times for inspection by
default clause contained herein. Buyer's agents or employees, and shall provide all
E. All Parties expressly agree that time is and shall tools, facilities, and assistance reasonably necessary
remain of the essence in performing this Order and for inspection relating to the performance of this
no acts of Buyer, including without limitation, purchase order; and
modifications to this Order or acceptance of late (2) Seller shall maintain adequate and authenticated
deliveries, shall constitute a waiver of this provision. inspection and test documents which relate to work
5. RESERVED. performed under this purchase order for a period of
6. PAYMENT. three years after completion of this purchase order or
A. Buyer shall pay Seller the price set forth in this Order as otherwise specified in this purchase order, and
for the Services and/or Products specified. Price shall make such records available to Buyer upon
includes all profit, wages, salaries, overhead, taxes, request;
and other costs and expenses. No overtime, expedite (3) Seller shall supply Buyer with inspection and test
reports, affidavits, certifications, or any other
TERMS CT-1 (R. 01-10)
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documents as may reasonably be requested by Buyer. packing; (3) place of delivery; (4) reasonable
Such inspection and test may be performed by third adjustments in quantities or delivery schedules or
party representatives on behalf of Buyer; both; (5) place of inspection; and (6) place of accep-
(4) Seller shall notify Buyer in writing of any tance.
changes in product and/or process definition and B. If the change causes an increase or decrease in the
obtain Buyers written approval prior to proceeding; cost or time required to perform this Order, Buyer
and and Seller shall negotiate an equitable adjustment in
(5) Seller shall include the substance of this clause in the price or schedule, or both, to reflect the increase
all applicable purchase orders or subcontracts issued or decrease. Buyer shall modify this Order in writing
in the performance of this order. accordingly.
9. NONCONFORMING GOODS. C. Any claim for adjustment shall be unconditionally
If Seller fails to deliver or delivers oveshipments, waived unless: (i) asserted in writing and delivered to
defective or nonconforming Products, Buyer may: Buyer within 15 days of the date of the written
A. Accept all or part of the defective or non-conforming change order; and (ii) a fully supported proposal is
Products at an equitable price reduction; or delivered to Buyer’s authorized representative within
B. Reject all or any part of a delivery of defective or 45 days after Seller’s receipt of such direction.
non-conforming Products, and demand delivery of D. If Seller claims the cost of any Property made obso-
conforming Products. All rejected Products shall be lete or excess, Buyer shall have the right to prescribe
shipped to Seller at Seller’s expense; or the manner of disposition of the property to include
C. Make, or have a third party make all repairs, the right to acquire that property for the cost claimed.
modifications, or replacements necessary to enable E. Buyer has the right to examine any of Seller’s perti-
such Product to comply in all respects with Order nent books and records for the purpose of verifying
requirements and charge the expense incurred to Seller’s claim.
Seller; or F. Failure to agree to any adjustment shall be a dispute
D. Terminate this Order for default in whole or in part. within the meaning of the “Disputes” clause hereof.
10. WARRANTY. However, Seller shall not be excused from
A. Seller warrants that all Products delivered under this proceeding with the Order as changed.
Order will: be free from defects in materials, 12. BUYER AUTHORIZATION.
workmanship, and manufacturing processes; conform A. The Buyer’s Authorized Purchasing Representative
to all requirements of this Order; and be free of all has sole authority to make contractual commitments
liens and encumbrances. To the extent Products are on behalf of the Buyer, to provide contractual
not manufactured pursuant to detailed design and direction, and to change contractual requirements as
specifications furnished by Buyer, Seller warrants defined in the Order.
that the Product shall be free from design and B. Buyer’s engineering, technical personnel and other
specifications defects. representatives may from time to time render
B. If any Product fails to comply in any respect to the assistance or give technical advice or discuss or
warranty set forth above, Seller, at Buyer’s option, affect an exchange of information with Seller’s
shall promptly repair or replace the Product. personnel concerning the Product hereunder. No
Transportation of replacement Product and return of such action shall be deemed to be a change under the
nonconforming Product shall be at Seller’s expense. “Changes” clause of this Order and shall not be the
If repair or replacement of Product is not timely, basis for an equitable adjustment.
Buyer may elect to return, repair, replace, or 13. DISPUTES.
reprocure the nonconforming Product at Seller’s A. Any dispute that may arise under or in connection
expense. All warranties shall run to Buyer and its with this Order with respect to the rights, duties, or
customers. obligations of the Parties shall be submitted in
C. Buyer’s approval of any documentation prepared by writing for resolution to ascending levels of
Seller or Buyer’s participation in design reviews or management of the respective Parties up to the
first article approval process or similar reviews shall Senior Executive of the Materiel or Procurement
not relieve Seller of any obligation under this organization placing the Order, and Seller’s
warranty. equivalent executive level.
D. Buyer’s rights under this clause shall, at Buyer’s B. If a dispute cannot be resolved to both Parties’
option, be assignable to and enforceable by its mutual satisfaction, after good faith negotiations,
successors and customers. within ninety (90) calendar days from the date the
E. The rights of Buyer set forth in this clause shall be in written claim is received by the other Party, or such
addition to, and not in lieu of, any other right Buyer additional time as the Parties agree upon, in writing,
may have under this Order, or in law or equity. either Party may only bring suit in federal or state
11. CHANGES. court in the state from which this Order is issued.
A. Buyer’s authorized representative may at any time, C. Pending any prosecution, appeal, or final decision
by written order, and without notice to sureties or referred to in this clause, or the settlement of any
assignees, if any, make changes within the general dispute arising under this Order, Seller shall proceed
scope of this Order in (1) drawings, designs, diligently, as directed by Buyer, with performance of
specifications, planning, and/or other technical the Order.
documents; (2) method of shipment, packaging, or
TERMS CT-1 (R. 01-10)
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D. To the maximum extent permitted by law, the parties earthquake, flood, or other acts of nature during such time
waive any right to a jury trial. as they remain in Seller’s possession.
14. TERMINATION FOR CONVENIENCE. 17. GOVERNMENT PROPERTY.
Buyer may at any time terminate all or any part of this A Title - (1) The Buyer or Government shall retain title
Order in accordance with the contract clause entitled to all Buyer or Government furnished property, as
“Termination for Convenience of the Government (Fixed- applicable. (2) Title to all property purchased by
Price)” set forth at 52.249-2 of the FAR, which clause is Seller for which Seller is entitled to be reimbursed as
hereby incorporated herein and made a part hereof by this a direct item of cost under this Purchase Order shall
reference, except that the term “contract” therein shall pass to and vest in the Government/Buyer upon the
mean this Order, the term “Contracting Officer” therein vendor's delivery of such property. (3) Title to all
shall mean “Buyer”, the term “Government” therein shall other property, the cost of which is reimbursable to
mean “Buyer” except that in subparagraph (b) (8) and at Seller, shall pass to and vest in the
the first occurrence thereof in paragraph (h) it shall mean Government/Buyer upon
“Buyer or the Government” and in paragraph (n) it shall (i) Issuance of the property for use in Purchase
mean “Buyer and the Government”, the term “Contractor” Order performance;
therein shall mean “Seller”, paragraphs (d) and (j) thereof (ii) Commencement of processing of the
are deleted, the period “120 days” in paragraph (c) is property or use in Purchase Order
changed to “60 days”, the period “1 year” in paragraph (e) performance; or
is changed to “3 months” and the period “90 days” in (iii) Reimbursement of the cost of the property
paragraph (l) is changed to “45 days”; provided, however, by Buyer, whichever occurs first.
that if this Order is a first-tier subcontract under a U.S. (4) All Government furnished property, all property
Government prime contract, the period “1 year” in acquired by Seller, title to which vests in the
paragraph (e) is changed to “180 days.” Government under this paragraph (collectively
15. TERMINATION FOR DEFAULT. referred to as "Government property"), and all Buyer
A. The FAR 52.249-8 “Default (Fixed Price Supply and furnished property is subject to the provision of this
Service)” clause is by this reference incorporated clause. Title to Buyer-furnished property or
herein and made a part hereof except that the term Government property shall not be affected by its
“contract” therein shall mean this Order, the term incorporation into or attachment to any property not
“Contractor” therein shall mean “Seller”, the term owned by Buyer or the Government, nor shall
“Contracting Officer” therein shall mean “Buyer”, Government or Buyer furnished property become a
the term “Government” in all paragraphs thereof fixture or lose its identity as personal property by
except paragraph (c) shall mean “Buyer” and all being attached to any real property.
reference therein to “Disputes” shall mean the B If, in connection with the performance of this
Disputes clause of this Order. Buyer may terminate purchase order, any property is furnished to Seller by
this Order in whole, or in part, for Seller’s default in Buyer or by the Government, Seller shall assume the
accordance with this clause. In addition, Buyer may risk of, and be responsible for, any loss, theft,
terminate this Order in whole, or in part, in the event destruction of or damage to the property while in
one of the following occurs, is threatened, or is Seller's possession or control except to the extent that
imminent with respect to Seller: insolvency; this purchase order provides for the relief of Seller
bankruptcy; suspension of business; sale of a from such liability. In the absence of such approval,
substantial part of Seller’s assets; filing for Seller shall return all such property in as good a
dissolution; liquidation proceedings; appointment of condition as when received except for reasonable
a trustee or receiver for Seller’s property or business; wear and tear for the utilization of such property in
or assignment. accordance with the provisions of the prime contract.
B. As set forth in FAR 52.249-8 the Parties agree that in As indicated, Seller shall establish and maintain a
the event a determination is made whether by the system in accordance with the property provisions
Parties or a court that the default termination was listed below. Seller shall also notify Buyer if its
inappropriate, the Parties’ rights and obligations shall property system deemed inadequate or the Risk of
be solely governed by the Termination for Loss provision has been withdrawn by the
Convenience clause contained herein and Seller shall Government.
be entitled to a recovery no greater than that C The Buyer and/or a Buyer representative from the
permitted in said Termination for Convenience Property organization may request information
clause. periodically to satisfy inventory and/or financial
16. BUYER’S PROPERTY. requirements of the Customer. Buyer and/or the
During the term of the Order, Seller shall, at its sole cost Northrop Grumman Corporation (NGC) Property
and expense, maintain a policy or policies of insurance organization will request Seller to appoint an
covering the loss or destruction of or damage to all Buyer individual as Point of Contact to enable
materials, tools, and equipment, special or otherwise, in communication regarding Property, as required.
which Buyer has an interest, in the amount of the full NGC Property oversight will be dependent upon:
replacement value thereof providing protection against all Adequacy of Seller’s documented property
perils normally covered in an “all–risk” policy, including procedures, Seller/Buyer history, Seller’s Property
but not limited to, fire, windstorm, hurricane, tornado, Management System reviews and Seller’s ability to
sandstorm, explosion, riot, civil commotion, aircraft,
TERMS CT-1 (R. 01-10)
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provide NGC timely and accurate inventory and separately on the invoice. Use or sales taxes for which
property reports. Buyer has furnished a valid exemption certificate or other
D Unless specifically provided in this Purchase Order, evidence of exemption shall not be included.
Seller warrants that the estimated cost set forth in this 21. ASSIGNMENT.
Purchase Order does not include as a direct charge A. Seller shall not assign any of its rights under this
the cost of any special tooling, special test Order without Buyer’s prior, written consent, except
equipment, or equipment as are defined in FAR Part as specifically stated in this clause.
2 and/or 52.245-1. Any such special tooling, special B. Buyer may make direct settlements or adjustments in
test equipment or equipment to be price, or both, with Seller under the terms of this
acquired/fabricated in the performance of or charged Order notwithstanding any assignment of claims for
to this order, will be brought to the Buyer’s money due or to become due under this Order and
immediate attention and as required, will be covered without notice to the assignee.
by a separate purchase order. C. Seller shall not furnish or disclose to any assignee
E The Seller shall have a process to create and provide under this Order or any other person not entitled to
reports of Property: (1) Discrepancies incident to receive the same, any classified document or any of
shipment and the receipt; (2) Loss, Damage or Buyer’s Proprietary information (including this
Destruction (LDD); (3) Periodic Physical Inventory Order) until and unless authorized to do so by
Reports and related discrepancies to be submitted in Buyer’s authorized representative.
accordance with FAR 52.245-1 (f)(iv) as required; 22. SUBCONTRACTING.
(4) Government written notification of System A. Seller shall not subcontract without the prior written
Adequacy (Summary of Findings) or Inadequate authorization of Buyer for the performance of any
System Rating and Corrective Actions, if applicable; service to be provided hereunder, and Seller shall
(5) As property becomes excess a list of property require a like agreement from any immediate and
and/or material will be provided to NGC (NGC will lower-tier suppliers. This is not a restriction on
provide template when required); and (6) Any authorized distributors, dealers, jobbers or industrial
specific reports as required by the Buyer’s Property suppliers.
Management organization. (7) If an LDD is required B. No subcontract placed under this Order shall provide
for Government or Buyer furnished property, the for payment on a cost-plus-percentage-of-cost basis,
Buyer shall be notified in writing within a reasonable and any fee payable under cost-reimbursement
period of time with a preliminary report and/or as subcontracts shall not exceed the fee limitations in
soon as the facts become known a formal LDD report subsection 15.404-4(c) of the Federal Acquisition
will be submitted to the Buyer in accordance with Regulation (FAR).
FAR 52.245-1 (1)(vi)(B). C. Any subcontract awarded to a foreign person, as
F The Buyer and/or a Buyer’s representative from the defined in the International Traffic in Arms Regu-
Property organization shall have the right, at all lations or the Export Administration Regulations,
reasonable times, to visit the Seller’s plant or such must comply with the Export and Import Compliance
parts thereof as may be engaged in work relating to clause herein.
this purchase order, for the purpose of verification 23. PROPRIETARY INFORMATION.
and/or determining continued adequacy of the A. If a separate Proprietary Information Agreement
Seller’s Property Management System. Seller shall exists between the Parties, which relates to the
receive prior notice of any visit made pursuant to this subject matter of this Order, then Proprietary
clause. Information furnished by one Party to the other Party
18. DISPOSAL OF PRODUCTS. shall be protected pursuant to such Proprietary
Seller shall not sell, or otherwise dispose of as scrap or Information Agreement.
otherwise, any completed or partially completed or B. If no separate Proprietary Information Agreement
defective Products without defacing or rendering such exists between the Parties, Seller agrees to keep
Products unsuitable for use. Upon completion or confidential and not to disclose to any other person
termination of this Order, Seller shall, at Seller’s expense, any Proprietary Information received from Buyer in
dispose of all Products, including partially completed connection with this Order. Seller further agrees to
Products, as required or directed by Buyer. use Proprietary Information only for purposes
19. NOTIFICATION OF STATUS CHANGES. necessary for performing this Order, without first
By accepting this Order, Seller certifies that most recent obtaining Buyer’s written authorization.
representations and certifications provided by Seller C. Seller may disclose Proprietary Information to its
continue to remain valid and unchanged. If Seller’s status subcontractors as required for the performance of this
under any of the applicable representations and Order, provided that each such subcontractor first
certifications has changed, Seller must complete and assumes by written agreement the same obligations
submit to Buyer revised representations and certifications imposed on Seller under this Order relating to such
prior to taking any action indicating acceptance as stated Proprietary Information.
on the face of the Order. D. All documents and other tangible media (excluding
20. TAXES. Products) containing or conveying Proprietary
The price of this Order includes all applicable federal, Information and transferred in connection with this
state, and local taxes, duties, tariffs, and similar fees Order, together with any copies thereof, are and
imposed by any government, all of which shall be listed remain the property of Buyer.
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E. Neither the existence of this Order nor the disclosure under this Order shall be coextensive with Buyer’s
hereunder of Proprietary Information or any other liability.
information shall be construed as granting expressly 26. INSURANCE.
by implication, by estoppel or otherwise, a license A. During the entire Order period Seller and its
under any invention or patent now or hereafter subcontractors shall, at their sole cost and expense,
owned or controlled by Buyer or Buyer’s customer, procure and maintain Worker’s Compensation
except as specifically set forth herein. insurance coverage as required by the laws of the
F. Seller’s obligations with respect to Proprietary state in which the work is performed and such
Information disclosed hereunder prior to the insurance shall provide waiver of subrogation against
performance in full, termination or cancellation of Buyer. Seller shall also maintain, at their sole cost
this Order shall not, except as expressly set forth and expense, Employer Liability insurance in the
herein, be affected by such performance in full, amount of $1,000,000.
termination, or cancellation. B. Whenever performance requires work on a Govern-
G. Unless otherwise provided herein, or authorized by ment installation, Buyer’s premises, or premises
Buyer in writing, Seller shall use Proprietary under the care, custody or control of Buyer or
Information and/or data only in the performance of Buyer’s customer, Seller and its subcontractors shall,
this Order subject to the Government’s rights under at their sole cost and expense, procure and maintain
the Government Property clause. the following insurance coverage in the minimum
24. SELLER’S DATA. limits indicated:
Excluding Data marked with an appropriate legend and 1. General Liability – Combined Single Limit
protected in accordance with a separate Proprietary $2,000,000 bodily injury and property damage.
Information Agreement, any Data, which Seller discloses Coverage shall include but not necessarily be
to Buyer while performing this Order, that Seller has not limited to, premises and operations, products
marked with a limited rights legend in accordance with and completed operations and contracts.
the applicable rights in technical data and computer 2. Automobile Liability – Combined Single Limit
software clauses/provisions called out herein shall not be $2,000,000 bodily injury and property damage
considered proprietary to Seller or in any way restrict covering all owned, hired and non-owned vehi-
Buyer’s use of such Data. cles.
25. INFRINGEMENT INDEMNIFICATION. C. All insurance required as a part of this Order shall be
A. In lieu of any other warranty by Seller to Buyer placed with insurance companies that are authorized
against intellectual property infringement, statutory to do business under the laws of the state or states in
or otherwise, express or implied, Seller will defend, which the work is being performed and shall be in a
indemnify, and hold harmless Buyer, Buyer’s form reasonably acceptable to Buyer.
officers, agents, employees, and customers against all D. General Liability and Automobile Liability insurance
suits or actions, claims and liabilities, including coverage shall provide that Buyer is named as an
costs, based on a claim that use or sale of any additional insured and if requested by Buyer, Seller
Products delivered under this Order infringes any shall provide evidence that the required insurance is
patent, trade secret, copyright, or other intellectual in place in the form of insurance certificates.
property right of third parties. E. Insurance coverage described herein must be in place
B. Buyer shall notify Seller in writing of such claim and and effective prior to commencement of any activity
Buyer shall provide Seller with reasonable that is the subject of this Order. Renewal insurance
information and assistance, at Seller’s expense, for certificates, if applicable, shall be provided to Buyer
the defense thereof. at least 15 days prior to the expiration date of the
C. If the use or sale of the Product is enjoined as a result insurance under each required coverage.
of a suit, Seller, at no expense to Buyer, shall obtain F. Buyer and Seller agree to defend, indemnify, and
for Buyer and its customer the right to use and sell save harmless the other from all damages and
the Product or shall substitute an equivalent Product liabilities arising out of or in connection with
acceptable to Buyer and extend this indemnification presence on the other’s premises pursuant to this
thereto. Order; provided, however, that such damage and
D. Seller’s obligation shall not apply to Products liability shall not have been caused by the negligence
manufactured by Seller pursuant to detailed designs of the agents, subcontractors or employees of the
developed by Buyer and furnished to Seller under an indemnified parties.
Order, which does not require research, development, 27. LABOR DISPUTES.
or design work by Seller. Seller’s obligation shall Whenever Seller has knowledge that any actual or
also not apply to any infringement arising from the potential labor dispute is delaying or threatens to delay
use or sale of Products in combination with Products timely performance of this Order, Seller shall immediately
not delivered by Seller if such infringement would give notice to Buyer including all relevant information
not have occurred but for such combined use unless including, but not limited to, nature of dispute, labor
such combination was reasonably foreseeable. organizations involved, estimated impact on Seller’s
E. Notwithstanding the foregoing, when this Order is performance of Buyer’s order and estimated duration.
performed under the authorization and consent of the Seller shall also provide updated reports throughout the
U.S. Government to infringe United States Patents, dispute duration. Seller agrees to insert the substance of
Seller’s liability for Seller’s patent infringement this clause, including this sentence, in any lower–tier
TERMS CT-1 (R. 01-10)
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subcontract where a labor dispute might delay timely Traffic in Arms Regulations) or 50 United States
performance of this Order. Code 2401 – 2420 (Export Administration Act) and
28. COMPLIANCE WITH LAWS. 15 Code of Federal Regulations 768 – 799 (Export
A. Seller shall comply with all applicable Federal, State Administration Regulations) and their successor and
and local laws, statutes, rulings, ordinances, orders, supplemental laws and regulations (collectively
and regulations in performing this Order. hereinafter referred to as the “Export Laws and
B. Seller certifies that the Products called for by this Regulations”). Seller represents and warrants that it
Order have been or will be produced in full is either 1) a U.S. Person as that term is defined in
compliance with Sections 6, 7, 12, and 15 of the Fair the Export Laws and Regulations, or 2) that it has
Labor Standards Act of 1938 (29 U.S. Code 201- disclosed to Buyer’s Representative in writing the
219), as amended, and of regulations and orders of country in which it is incorporated or otherwise
the United States Department of Labor under Section organized to do business, or if a natural person, all
14 thereof. citizenships and US immigration status. Seller shall
29. CHOICE OF LAW. comply with any and all Export Laws and
Both Parties agree that, irrespective of the place of Regulations, and any license(s) issued thereunder.
performance of this Order, unless otherwise specifically B. Foreign Personnel/Persons. Seller shall not give any
provided herein, this Order will be construed and Foreign Person (including Seller's own non-US
interpreted according to the law of the state from which employees or affiliates) access to Technical Data,
this Order is issued, as identified in the Order, excepting software or Defense Articles, or provide an unau-
that state’s laws on conflict of law. thorized Defense Service as those terms are defined
30. ASBESTOS. in the applicable Export Laws and Regulations
Seller shall not provide any Product that contains asbestos without the prior written consent of
and shall submit certification to Buyer on demand that the Contractor/Buyer. Any request for such consent must
Products contain no asbestos. state the intended recipient’s citizenship(s), and
31. OFFSET COMMITMENT. status under 8 U.S.C. 1101 and 8 U.S.C. 1324 (the
This clause shall only apply to Orders in excess of “Immigration and Naturalization Act”), and such
$50,000.00. other information as Buyer may reasonably request.
A. Definition: “Offset” means the obligations that No consent granted by Buyer in response to Seller’s
Buyer undertakes, in order to market or sell its request under this paragraph b. shall relieve Seller of
Products, to assist a customer country in reducing its obligations to comply with the provisions of
any trade imbalance caused by its purchase of paragraph a. of this Clause or the Export Laws and
Buyer’s Products or to meet other customer country Regulations, nor shall any such consent constitute a
waiver of the requirements of paragraph a.
B. Notwithstanding that this Order is or is not made
hereinabove, nor constitute consent for Seller to
in direct support of a foreign sale, Seller agrees that it
is obligated to support Buyer’s Offset commitments violate any provision of the Export Laws and
as a condition of this Order. Regulations.
C. The offset credits arising out of or resulting from, C. Indemnification. Seller shall indemnify and save
directly or indirectly, this Order are for the exclusive harmless Buyer from and against any and all
use of Buyer and may be used by Buyer and any of damages, liabilities, penalties, fines, costs, and
its affiliates and subsidiaries to fulfill all past, present expenses, including attorneys fees, arising out of
and future Offset obligations. In addition, Seller claims, suit, allegations or charges of Seller’s failure
agrees to identify and retain for Buyer’s use any to comply with the provisions of this Clause and
rights to offset credits generated by its suppliers and breach of the warranty set forth in paragraph a. Any
subcontractors arising out of or resulting from this failure of Seller to comply with the requirements or
Order. any breach of the warranty contained in this Clause
D. Seller shall provide a copy of each Order or shall be a material breach of this Order.
Subcontract placed with a foreign source under this D. Subcontracts. The substance of this Clause shall be
Order in support of Buyer’s rights to offset credit. incorporated into any lower-tier subcontract or
E. Seller shall execute all necessary documents to
purchase order entered into by the Seller for the
evidence Buyer’s right to use or assign any offset
performance of any part of the work under this
F. Buyer reserves the right to assign offset credits Order.
generated through Seller’s efforts under this Order to 33. RELIANCE.
third parties. Seller represents and warrants that Seller is an expert
G. Seller shall include the substance of this clause, in fully competent in all phases of the work involved in
favor of Buyer, in its subcontracts issued at all tiers producing and supporting all Products and performing all
pursuant to this Order. services purchased under this Order.
32. EXPORT AND IMPORT COMPLIANCE. 34. RELEASE OF INFORMATION AND
A. Export Compliance. Seller is advised that its ADVERTISING.
performance of this Order may involve the use of or Except as required by law, no public release of any
access to articles, technical data or software that is information, or confirmation or denial of same, with
subject to export controls under 22 United States respect to this Order or the subject matter hereof, will be
Code 2751 – 2796 (Arms Export Control Act) and 22 made by Seller without the prior written approval of
Code of Federal Regulations 120-130 (International Buyer. Additionally, Seller shall not use the name
TERMS CT-1 (R. 01-10)
PAGE 7 OF 13
“Northrop Grumman” or in any other way identify Buyer all terms and conditions of agreement. This Order super-
in any advertisement, display, news release, or other sedes and cancels all prior understandings, proposals,
public disclosure without Buyer’s prior written consent. communications, whether oral or written, and agreements
35. COMPLIANCE WITH AND APPLICABILITY OF between the Parties, whether such understandings,
THE OFFICE OF FEDERAL PROCUREMENT proposal, communications, and agreements were written
POLICY (OFPP) ACT OF 1988 (41 USC 423). or oral, concerning the matters addressed in this Order.
Seller represents that during the conduct of the No course of prior dealings between the Parties, and no
procurement of which this Order forms a part, it has usage of trade, shall be relevant to supplement or explain
complied with and will continue to comply with the any term used in this Order.
requirements of FAR 52.203-10 and Section 27 of the 41. RESPONSIBILITY FOR CLAIMS/INDEMNITY.
OFPP Act as implemented in FAR. Seller further agrees Seller shall, at its own expense, defend, indemnify and
that it shall indemnify and hold harmless Buyer from and hold harmless Buyer from any claims or suits brought and
against any loss, cost or damage incurred by Buyer under liabilities and losses sustained by any third party for injury
Buyer’s contract with its customers as a result of or in to persons or damage to property, arising in whole or in
connection with Seller’s violation of the OFPP Act. part out of the acts or omissions of Seller, its
36. INDEMNITY FOR DEFECTIVE COST OR subcontractors, agents, or employees in the performance
PRICING DATA. of this Order. If Seller fails to defend, hold harmless, and
Seller hereby indemnifies and agrees to hold Buyer indemnify Buyer as provided in this clause, then Seller
harmless from any and all price or cost reductions made shall pay for any damages, attorney’s fees, and any other
pursuant to the FAR 52.215-10 “Price Reduction for fees, costs, and expenses that may be incurred by Buyer in
Defective Cost or Pricing Data” clause or the FAR the defense of any action related to this Order and/or in
52.215-11 “Price Reduction for Defective Cost or Pricing the prosecution of any action to enforce the provisions of
Data - Modifications” clause, or any other provisions of this clause.
the prime contractor higher-tier subcontract under which 42. - 50. RESERVED.
this Order is issued, and from and against any and all cost 51. CONFLICT OF INTEREST.
disallowances or non-recognitions of costs under such Seller warrants that no conflict of interest exists between
prime contractor subcontract, if such price or cost the Services and Products to be provided under this Order
reduction, cost disallowance or non-recognition of costs and Seller’s other activities. Seller shall immediately
arises or results advise Buyer of any such conflict of interest or potential
directly or indirectly because: conflict of interest which arises during performance of this
A. Seller, or any Seller subcontractor at any tier or Order.
prospective subcontractor hereunder, furnished cost 52. - 92. RESERVED.
or pricing data that were not complete, accurate and 93. CUSTOMS TRADE PARTNERSHIP AGAINST
current as certified in Seller’s Certificate of Current TERRORISM (C-TPAT) PROGRAM.
Cost or Pricing Data; or Buyer has joined with the U.S. Bureau of Customs and
B. Seller, or any Seller subcontractor or prospective Border Protection in the Customs Trade Partnership
subcontractor at any tier hereunder, furnished data of Against Terrorism (C-TPAT) program. This program is
any description that were not accurate. designed to protect the supply chain from the introduction
Accordingly, without limitation of the foregoing, the price of terrorist contraband (weapons, explosives, biological,
of this Order shall be reduced and the Order shall be nuclear or chemical agents, etc.) in shipments originating
modified in writing as necessary to reflect the full amount from off-shore of the United States to Buyer, drop
of any and all such price or cost reductions and any and all shipments to its sub-tier suppliers, or drop shipments to its
such cost disallowances or non-recognitions of costs. The customers originating from off-shore of the United States.
rights and remedies of Buyer under or pursuant to this Seller shipments through U.S. importers, from
indemnity shall be cumulative and additional to any other manufacturers in foreign countries, and brokers/freight
or further rights and remedies provided under this Order forwarders/carriers must be with transportation companies
or at law or in equity. that are C-TPAT validated by the U.S. Customs Service.
37. HEADINGS. In addition, Seller agrees to take such reasonable
The descriptive headings contained in this Order are for measures as may be required by Buyer to ensure the
convenience of reference only and in no way define, limit physical integrity and security of all shipments under this
or describe the scope or intent of this Order. Order against the unauthorized introduction of harmful or
38. PARTIAL INVALIDITY. dangerous materials, drugs, contraband, weapons or
If any provision in this Order is or becomes void or weapons of mass destruction or introduction of
unenforceable by force or operation of law, all other unauthorized personnel in transportation conveyances or
provisions shall remain valid and enforceable. containers. Such measures may include, but are not
39. NONWAIVER. limited to, physical security of manufacturing, packing
A Party’s failure at any time to enforce any provision of and shipping areas, restrictions on access of unauthorized
any Order shall not constitute a waiver of the provision or personnel to such areas; personnel screening to the
prejudice a Party’s right to enforce that provision at any maximum limits of law or regulations in Seller’s or
subsequent time. manufacturer’s country; and development, implemen-
40. COMPLETE AGREEMENT. tation and maintenance of procedures to protect the
This Order is the Parties’ final expression of their security and integrity of all shipments. Contact the
agreement and is the complete and exclusive statement of authorized Purchasing Representative for assistance in
TERMS CT-1 (R. 01-10)
PAGE 8 OF 13
identifying transportation companies that are validated 97. - 198. RESERVED.
under the C-TPAT program. 199. FAR/DFARS PROVISIONS/CLAUSES.
94. RESERVED. A. The FAR and DFARS clauses cited in paragraph C. below
95. FORCE MAJEURE. are incorporated herein by reference at the effective
Neither party shall be liable for delays in manufacturing version found in Buyer’s Prime Contract, or higher-tier
or delivery resulting from any circumstances beyond its subcontract under which this Order is a subcontract. The
reasonable control not occasioned by its fault or listed FAR and DFARS clauses are incorporated herein as
negligence, including but not limited to compliance with if set forth in full text unless made inapplicable by its
any sovereign decrees, orders, acts, instructions or priority corresponding note, if any. Whenever said clauses
requests of any federal, state, or municipal government or include a requirement for the resolution of disputes
any department or agency thereof, civil or military, acts of
between the parties in accordance with the “Disputes”
god, fires, floods, strikes, lockouts, embargoes or wars.
clause herein, the dispute shall be disposed of in
Upon the happening of any circumstances or causes
aforesaid, the affected party shall notify the other party accordance with the clause entitled “Disputes” in these
without delay and any relief shall be limited to an Terms and Conditions
extension of delivery dates or times of performance to the B. Where necessary to derive proper meaning in a subcon-
extent caused thereby. tract situation from these clauses, “Contractor” means
96. SUSPECT/COUNTERFEIT PARTS. “Seller,” “Contracting Officer” means “Buyer,”
Seller represents and warrants that it has policies and “Contract” means this Order and “Government” means
procedures in place to ensure that none of the supplies “Buyer or the Government.” However, the words
furnished to Buyer under this Purchase Order are “Government” and “Contracting Officer” do not change:
“suspect/counterfeit parts” and certifies, to the best of its (1) when a right, act, authorization or obligation can be
knowledge and belief, that no such parts have been or will granted or performed only by the Government or the
be furnished to Buyer by Seller. “Suspect/counterfeit prime contract Contracting Officer or duly authorized
parts” are parts that may be of new manufacture, but are representative (2) when title to property is to be
misleadingly labeled to provide the impression they are of transferred directly to the Government, and (3) in FAR
a different class or quality or from a different source than 52.227-1, 52.227-2, 52.246-23 and DFARS 252.227-7013
is actually the case. "Suspect/counterfeit parts" also and 252.227-7014.
include refurbished parts, with or without false labeling, C. FAR and DFARS clauses:
that are represented as new parts or any parts that are
designated as suspect by the U. S. Government, including FAR
but not limited to parts listed in alerts published by the Clause Reference
Defense Contract Management Agency under the Gratuities 52.203-3
Government-Industry Data Exchange Program (GIDEP).
NOTE: As used in this clause, “Government” means
If Seller becomes aware or suspects that it has furnished
“Buyer” (except “Government” means “Buyer or Govern-
suspect/counterfeit parts or if Buyer determines, including
ment” in the phrase “to any officer or employee of the
as a result of alerts from the U.S. Government, that Seller
Government”), “hearing” means opportunity to be heard,
has supplied suspect/counterfeit parts to Buyer and so
and “in any competent court”, means “pursuant to the
notifies Seller, Seller shall immediately replace the
Disputes clause contained herein.”
suspect/counterfeit parts with parts acceptable to Buyer
and conforming to the requirements of the Order issued. Restrictions on Subcontractor Sales to 52.203-6
Notwithstanding any other provision of this Purchase the Government
Order, Seller shall be liable for all costs incurred by Buyer NOTE: Applicable to any Order greater than $100,000.
to remove and replace the suspect/counterfeit parts,
Anti-Kickback Procedures 52.203-7
including without limitation all costs incurred by Buyer
relating to the removal of such suspect/counterfeit parts, NOTE: The substance of this clause, except subparagraph
the reinsertion of replacement parts and any testing (c)(1), is applicable to any Order and all lower-tier subcon-
necessitated by the reinstallation of Seller's goods after tracts which exceed $100,000. Seller shall immediately
suspect/counterfeit parts have been exchanged. All such notify Buyer of any alleged violations involving any of
costs shall be deemed direct damages. This Seller’s Buyer’s or Seller’s employees.
warranty against suspect/counterfeit parts shall survive Limitation on Payments to Influence 52.203-12
any termination or expiration of this Purchase Order. Certain Federal Transactions
Seller shall cooperate with Buyer in any investigation
NOTE: Applicable to any Order greater than $100,000.
relating to the suspect/counterfeit parts, including the
impound by Buyer or government agencies of the Security Requirements 52.204-2
suspect/counterfeit parts for purposes of investigation. NOTE: Delete paragraph (c.)
The remedies in this provision are in addition to any
NOTE: Applicable if the Order involves access to classified
remedies Buyer may have at law, equity or under other
provisions of this Purchase Order. This provision applies
in addition to any quality provision, specification, and Material Requirements 52.211-5
statement of work or other provision in this Purchase Defense Priority and Allocation 52.211-15
Order addressing the authenticity of the part in question. Requirements
To the extent such provisions conflict with or are more
Audit and Records – Negotiation 52.215-2
limited than this provision, this provision prevails.
TERMS CT-1 (R. 01-10)
PAGE 9 OF 13
Clause Reference Clause Reference
NOTE: Applicable to any Order greater than $100,000. NOTE: Applicable to any FPIS Order or line item.
Price Reduction for Defective Cost or 52.215-10 Utilization of Small Business 52.219-8
Pricing Data Concerns
NOTE: Applicable to any Order when cost or pricing data Small Business Subcontracting Plan 52.219-9
are required. NOTE: Applicable to any Order greater than $500,000.
Price Reduction for Defective Cost or 52.215-11 Notice to the Government of Labor 52.222-1
Pricing Data - Modifications Disputes
NOTE: Applicable if FAR 52.215-10 is not applicable to
Contract Work Hours and Safety 52.222-4
Standards Act – Overtime Compensa-
Subcontractor Cost or Pricing Data 52.215-12 tion
NOTE: Applicable to any Order when cost or pricing data NOTE: Applicable to all subcontracts at any tier
Walsh-Healey Public Contracts Act 52.222-20
Subcontractor Cost or Pricing Data - 52.215-13 NOTE: Applicable to any Order greater than $10,000.
Prohibition of Segregated Facilities 52.222-21
NOTE: Applicable if FAR 52.215-12 is not applicable to
this Order. Equal Opportunity 52.222-26
Integrity of Unit Prices 52.215-14 Equal Opportunity for Special 52.222-35
Disabled Veterans, Veterans of the
NOTE: Delete paragraph (b)
Vietnam Era, and Other Eligible
NOTE: Applicable to any Order greater than $100,000. Veterans
Pension Adjustments and Asset 52.215-15 NOTE: Applicable to any Order of $25,000 or more.
Affirmative Action for Workers With 52.222-36
NOTE: Applicable to any Order when cost or pricing data Disabilities
are required or for which any pre-award or post-award cost
NOTE: Applicable to any Order greater than $10,000.
determinations will be subject to FAR Part 31.
Facilities Capital Cost of Money 52.215-16 Employment Reports on Special 52.222-37
Disabled Veterans, Veterans of the
NOTE: Applicable only if this Order is subject to the Cost Vietnam Era, and Other Eligible
Principles at FAR Subpart 31.2 and the Seller proposed Veterans
Facilities Capital Cost of Money in its offer.
NOTE: Applicable to any Order of $25,000 or more.
Waiver of Facilities Capital Cost of 52.215-17
Money Notification of Employee Rights 52.222-39
Concerning Payment of Union Dues
NOTE: Applicable only if this Order is subject to the Cost or Fees
Principles at FAR Subpart 31.2 and the Seller did not
propose Facilities Capital Cost of Money in its offer. Hazardous Material Identification and 52.223-3
Material Safety Data
Reversion or Adjustment of Plans for 52.215-18
Postretirement Benefits (PRB) Other Notice of Radioactive Materials 52.223-7
than Pensions Ozone-Depleting Substances 52.223-11
NOTE: Applicable to any Order when cost or pricing data Toxic Chemical Release Reporting 52.223-14
are required or for which any pre-award or post-award cost
Privacy Act 52.224-2
determinations will be subject to FAR Part 31.
Buy American Act – Supplies 52.225-1
Notification of Ownership Changes 52.215-19
Duty-Free Entry 52.225-8
NOTE: Applicable to any Order when cost or pricing data
are required or for which any pre-award or post-award cost Restrictions on Certain Foreign 52.225-13
determinations will be subject to FAR Subpart 31.2. Purchases
Requirements for Cost or Pricing Data 52.215-21 Utilization of Indian Organizations 52.226-1
or Information Other than Cost or and Indian-Owned Economic Enter-
Pricing Data – Modifications prises
Incentive Price Revision – Firm 52.216-16 Authorization and Consent 52.227-1
Target NOTE: Applicable only if contained in the controlling prime
NOTE: Applicable to any FPIF Order or line item. contract.
Incentive Price Revision – Successive 52.216-17 Notice and Assistance Regarding 52.227-2
Targets Patent and Copyright Infringement
TERMS CT-1 (R. 01-10)
PAGE 10 OF 13
Clause Reference Clause Reference
NOTE: Applicable to subcontracts of $100,000 or more Special Tooling 52.245-17
except when both complete performance and delivery are NOTE: Applicable to any Order that involves special
outside the United States, its possessions and Puerto Rico, tooling.
unless supplies are ultimately to be shipped into one of those
NOTE: In paragraph (j) change “180 days” to “240 days”
and “90 days” to “150 days”.
Refund of Royalties 52.227-9
Special Test Equipment 52.245-18
Filing of Patent Applications – 52.227-10
NOTE: Applicable to any Order which involves the acqui-
Classified Subject Matter
sition or fabrication of Special Test Equipment.
Patent Rights – Retention by the 52.227-11 NOTE: The phrase “30 days” in paragraphs (b) and (c) shall
Contractor (Short Form) be changed to “45 days.”
NOTE: Applicable to Small Business firms or nonprofit Inspection of Supplies – Fixed-Price 52.246-2
Inspection of Services - Fixed-Price 52.246-4
Patent Rights – Retention by the 52.227-12
Contractor (Long Form) Preference for U.S. Flag Air Carriers 52.247-63
NOTE: Applicable to other than Small Business firms or NOTE: Applicable to any Order and lower-tier subcontracts
nonprofit organizations. that involve international air transportation.
Insurance – Work on a Government 52.228-5 Preference for Privately Owned 52.247-64
Installation U.S.-Flag Commercial Vessels
NOTE: Applicable on any Order that requires work on a Value Engineering 52.248-1
Government installation. NOTE: Applicable to all Orders of $100,000 or more except
Interest 52.232-17 as specified in FAR 48.201(a).
NOTE: Substitute “Buyer” for “Contracting Officer” and
Industrial Resources Developed Under 52.234-1
“Government” throughout, except where used in the term
Defense Production Act Title III
“Government costs” and in paragraph (m) where “Govern-
Accident Prevention 52.236-13 ment” shall mean “Government and/or Buyer”.
Protection of Government Buildings, 52.237-2
Equipment, and Vegetation DFARS
Bankruptcy 52.242-13 Clause Reference
Stop-Work Order 52.242-15 Prohibition on Persons Convicted of 252.203-7001
Fraud or Other Defense Contract
NOTE: The 90 day period in the first and fourth sentences
of paragraph (a) is changed to 120 days.
NOTE: Applicable to any Order of $100,000 or more.
Competition In Subcontracting 52.244-5
Intent to Furnish Precious Metals as 252.208-7000
Subcontracts for Commercial Items 52.244-6
Government Property (Fixed-Price 52.245-2
NOTE: Applicable to any Order and all lower-tier subcon-
tracts unless it is known that the item being purchased
NOTE: Applicable to any Order if Government property is contains no precious metals.
furnished to Seller.
Subcontracting with Firms That Are 252.209-7004
NOTE: In the phrases "Government Property", "Govern- Owned or Controlled by the Govern-
ment-furnished property", and in references to title to ment of a Terrorist Country.
property, "Government" shall not mean "Buyer". The
second time "Government" appears in paragraph (b)(ii) Acquisition Streamlining 252.211-7000
"Government" stays "Government". The following is added NOTE: Applicable to any Order of $1,000,000 or more.
as paragraph (m): “Contractor shall provide Buyer immedi- Pricing Adjustments 252.215-7000
ate notice of any disapproval, withdrawal of approval, or
non-acceptance by the Government of its property control NOTE: Applicable when it is contemplated that Cost or
system.” Pricing Data will be required.
Small, Small Disadvantaged and 252.219-7003
Women-Owned Small Business
Subcontracting Plan (DoD Contracts)
NOTE: Applicable to any Order anticipated being valued at
$500,000 or more.
Hazard Warning Labels 252.223-7001
TERMS CT-1 (R. 01-10)
PAGE 11 OF 13
Clause Reference Clause Reference
NOTE: Applicable to any Order which requires delivery of Contractor Personnel Supporting a 252.225-7040
hazardous materials. Force Deployed Outside the United
Safety Precautions for Ammunition 252.223-7002 States
and Explosives Antiterrorism/Force Protection for 252.225-7043
NOTE: Applicable to any Order involving articles furnished Defense Contractors Outside the
containing ammunition or explosives. United States
Change in Place of Performance - Utilization of Indian Organizations, 252.226-7001
Ammunition and Explosives 252.223-7003 Indian-Owned Economic Enterprises,
and Native Hawaiian Small Business
NOTE: Applicable if DFARS 252.223-7002 applies to the
Rights in Technical Data – Noncom- 252.227-7013
Safeguarding Sensitive Conventional 252.223-7007
Arms, Ammunition, and Explosives
Rights in Noncommercial Computer 252.227-7014
NOTE: Applicable to any Order and all lower-tier subcon-
Software and Noncommercial
tracts involving arms, ammunition and explosives.
Computer Software Documentation
Buy American Act and Balance of 252.225-7001
Technical Data—Commercial Items 252.227-7015
Rights in Bid or Proposal Information 252.227-7016
Qualifying Country Sources As 252.225-7002
Subcontractors Validation of Asserted Restriction – 252.227-7019
Quarterly Reporting of Actual 252.225-7006
Contract Performance Outside the Limitations on the Use or Disclosure 252.227-7025
United States of Government-Furnished Information
Marked with Restrictive Legends
NOTE: Applicable to any Order
greater than $550,000. Deferred Delivery of Technical Data 252.227-7026
or Computer Software
Preference for Certain Domestic 252.225-7012
Commodities Deferred Ordering of Technical Data 252.227-7027
NOTE: Applicable to any Order greater than $100,000. or Computer Software
Duty – Free Entry 252.225-7013 Technical Data – Withholding of 252.227-7030
Preference for Domestic Specialty 252.225-7014
Metals Validation of Restrictive Markings on 252.227-7037
Patents – Reporting of Subject 252.227-7039
Restriction on Acquisition of Hand or 252.225-7015 Inventions
Accident Reporting and Investigation 252.228-7005
NOTE: Applicable to any Order greater than $100,000. Involving Aircraft, Missiles, and
Restriction on Acquisition of Ball and 252.225-7016 Space Launch Vehicles
Supplemental Cost Principles 252.231-7000
NOTE: Applicable to any Order and all lower-tier subcon-
Frequency Authorization and 252.235-7003
tracts if Product supplied contains ball or roller bearings.
Trade Agreements 252.225-7021
Protection Against Compromising 252.239-7000
Restriction on Acquisition of Poly- 252.225-7022 Emanations
acrylonitrile (PAN) Carbon Fiber
Telecommunication Security 252.239-7016
Restriction on Acquisition of Forgings 252.225-7025 Equipment, Devices, Techniques and
Exclusionary Policies and Practices of 252.225-7028 Services
Foreign Governments Pricing of Contract Modifications 252.243-7001
Restriction on Acquisition of Carbon, 252.225-7030 Subcontracts for Commercial Items 252.244-7000
Alloy, and Carbon Steel Plate and Commercial Components (DoD
Waiver of United Kingdom Levies 252.225-7033 Contracts)
Buy American Act – Free Trade 252.225-7036 Reports of Government Property 252.245-7001
Agreements – Balance of Payments NOTE: Applicable if Government Property is provided or
Program acquired under this Order. Seller shall submit its required
reports to Buyer. In paragraph (a)(3), change October 31 to
TERMS CT-1 (R. 01-10)
PAGE 12 OF 13
Warranty of Data 252.246-7001
Notification of Potential Safety Issues 252.246-7003
Transportation of Supplies by Sea 252.247-7023
NOTE: Applicable in any Order and all lower-tier subcon-
tracts for ocean transportation of supplies. Paragraphs (f)
and (g) shall not apply if this Order or any lower-tier
subcontract is at or below $100,000.
NOTE: Paragraph (c), first sentence has been modified as
to read “The Seller and its subcontractors may request that
the Buyer obtain Government authorization for ship-
ment…” “45” is changed to “60” days in paragraph (d) and
“30” to “20” in paragraph (e). In paragraph (e), delete “and
the division of National Cargo, Office of Market Develop-
ment, Maritime Administration, U.S. Department of
Transportation, Washington, DC 20590.” In paragraph (g)
“for the purposes of the Prompt Payment clause of this
contract” is deleted.
Notification of Transportation of 252.247-7024
Supplies by Sea
Notification of Anticipated Contract 252.249-7002
Termination or Reduction
NOTE: Applicable to all Orders of $500,000 or more when
Seller is first-tier subcontractor or $100,000 or more when
Seller is lower-tier subcontractor.
TERMS CT-1 (R. 01-10)
PAGE 13 OF 13