Terms and Conditions

 

1. DEFINITIONS
“Business Day” means a day on which the federal banks are open for normal business
in New York which is not a Saturday or Sunday;
“Buyer” means Warnke Tool issuing the Order for government contracts section 28.
“Company” means Warnke Tool a company incorporated under the laws of
Michigan having a mailing address at 3287 Metamora Rd. Oxford, MI 48371
“Contract” means, in relation to any Order placed by the Company, that Order together
with these Terms and Conditions.
“Delivery” means either (i) delivery by the Supplier to the Company in the manner
specified in the relevant Order; or (ii) pickup by the Company from the Supplier at the
address specified in the relevant Order; or (iii) delivery by the supplier to the point
specified per the incoterms in the manner specified in the relevant Order.
“Delivery Note” means, a document accompanying a shipment of goods that lists the
description, and quantity of the goods delivered (see 3.1 for required information)
“Goods” means the product or services that are required to be delivered or produced 
by the Supplier or its subcontractor pursuant to a Purchase Order, and include all
materials, component parts, packaging and labelling of such goods services there of
“Invoice” means is a payment request sent by the supplier that lists the goods or services
provided to the Company (see 3.2 for required information)
“Order” means a purchase order issued by the Company to the Supplier (together with
any terms or special conditions referred to or set out therein) as amended from time to
time by the Company in writing. Referred to as “Agreement” for government contracts
section 28
“Parties” means the Company and the Supplier;
“Point of Delivery” means:
(a) in the case of delivery by the Supplier, when the Goods are received by the
Company or it representative at the place specified in the Order (having been
unloaded from the Supplier’s vehicles if necessary) and the signature of an
authorized member of the Company’s or its representative is obtained by the
Supplier on a document stating the number of the relevant Order.
(b) in the case of pick up by the Company from the Supplier, when the Goods are
loaded on to the Company’s vehicle and a signature of an authorized member of
the Company is obtained by the Supplier on a document stating the relevant
Order number.
“Prime Contract” means a contract defined by a government contract number printed
on purchase orders or purchase agreements issued pursuant to this Agreement.
“Supplier” means the person, firm or company to whom the Order is addressed.

2. APPLICATION
2.1 These Terms and Conditions shall be the only terms which govern
procurement of goods or work specified on an Order and the resulting Contracts that are
created between the Company and the Supplier. These Terms and Conditions may be
supplemented by “Special Instructions” for a specific Company, available on the
Company’s website. These terms supersede all prior to or contemporaneous
understandings, agreements, negotiations, representations and warranties, and
communications, both written and oral. Notwithstanding the foregoing, if a US
Government contract number is referenced on the Order, Supplier shall comply with all
applicable FARs including the requirement of the defense priorities and allocations
system regulations (15 CFR 7000). The Company may, in its sole discretion and at any
time for any reason, change these Terms and Conditions or any policies, instructions or
guidelines. It is the responsibility of the Supplier to review, understand and comply with
any Special Instructions and with these Terms and Conditions, which may be updated
from time to time and posted on the Company’s website.
2.2 For the avoidance of doubt electronic communications shall be deemed to be
made in writing.
2.3 Any other terms that the Supplier specifies will be of no effect without any
further action on behalf of the Company, including any terms and conditions contained
in any acknowledgment of an Order, or with the delivery of any Goods.
2.4 Supplier’s full or partial performance under an Order will constitute
acceptance of all Terms and Conditions contained herein.

3. DOCUMENTS
3.1 Delivery Note: On Delivery, all Goods shall be accompanied by a detailed
delivery note stating the Order number, the delivery date and the number of any
relevant delivery schedule. The delivery note shall also give identification particulars
of any Goods supplied, including the Company’s part number, drawing number and
the issue and/or modification letters or numbers where these are known to the Supplier
(a “Delivery Note”).
3.2 Invoice: The Invoice shall state the Order number. The part number, the
Delivery Note number and the date and number of any relevant delivery schedule shall
also be stated, if any have been quoted to the Supplier. Otherwise a sufficiently
detailed description to enable the Goods to be identified shall be given (an “Invoice”).
3.3 Order acknowledgement: The Order acknowledgement shall state the Order
number. The part number, and the expected delivery date or any relevant delivery
schedule, (an “Order Acknowledgement”).
3.4 No document sent by the Supplier will be considered by the Company to be
relevant to the Order unless the appropriate Order number is Stated on the document.

4. ORDERS and QUOTATIONS
Where the Supplier issues a quotation to the Company for the supply of Goods, that
quotation must be consistent with these Terms and Conditions and the Company’s
request for a quotation. The Supplier’s quotation will be open for the Company to
accept for not less than thirty (30) calendar days.
4.1 When the Supplier receives an Order from the Company placed in
accordance with the Supplier’s quotation a Contract will be created. In the case of
Orders made electronically, such receipt will be deemed complete at the time the
Company submits an Order via email or other means.
4.2 If the Supplier receives an Order without having issued a quotation, then the
Supplier may accept the Order by:
4.2.1 signing and returning the Order acknowledgement slip no more
than ten (10) calendar days from receipt of the Order; or
4.2.2 doing any act consistent with fulfilling the Order.
4.3 If the Supplier does this it will create a Contract subject to these Terms and
Conditions. For the avoidance of doubt, in the case of Orders made electronically, such
acceptance will be deemed complete at the time the Supplier’s receipt of order unless
a supplier’s authorized user indicates rejection in writing via email or other means
(including other electronic means).
4.4 Where Orders have been made electronically in accordance with Clause 4.1
or 4.2 above, the Supplier will be responsible for ensuring that such Orders are
reviewed and acknowledged without unreasonable delay.
4.5 The Company accepts no liability for orders for Goods that are not placed
on an official Order from the Company in accordance with this Clause 4.

5. DELIVERY AND PASSING OF TITLE
5.1 The Supplier shall ensure that the Goods are properly packed and secured
in such a manner as to enable them to reach their destination in good condition. No
charges for unauthorized transportation will be allowed.
5.2 If the Supplier requires the Company to return any packaging material to
the Supplier, that fact is to be clearly stated on the Delivery Note. Any such packaging
material shall be returned to the Supplier at the cost of the Supplier.
5.3 Risk in the Goods will pass to the Company at the Point of Delivery.
5.4 Unless otherwise set out on the Order, title in the Goods will pass to the
Company at the Point of Delivery.
5.5 The Supplier waives any lien which it might otherwise have whether at the
date hereof or subsequently on any of the Company’s property following completion
of an Order.
5.6 The Company will notify the Supplier if the Company considers that the
Supplier is unlikely to meet the promise date specified by that Supplier (as amended from
time to time by the Company). Following receipt of such notice the Supplier must
immediately take all necessary steps, at the Supplier’s cost, to remedy the likely delay,
expedite the delivery at Supplier’s cost and advise the Company accordingly.

6. CONFORMITY WITH ORDER
6.1 The Supplier warrants that the Goods will be supplied strictly in accordance
with the Order.
6.2 If the Company accepts Goods that do not conform to the Order this will not
relieve the Supplier of its obligations to correct any such non-conformance and shall
not constitute a waiver of the Company’s rights.
6.3 Notwithstanding that the Company may need to instruct changes to the
delivery within the lead time, the Supplier will take all necessary actions, both normal
and extraordinary to ensure timely deliveries. The Company also reserves the right:
(a) to send amended shipping schedules in writing retarding or accelerating the dates
of shipments of quantities stated in the Order; and (b) to increase or decrease the
quantities to be shipped on various dates, (c) request changes in the method of
shipment and packaging and/or (d) the place of delivery.
6.4 The Supplier shall, upon the Company’s request, temporarily suspend
shipment and delivery of any material or equipment and all work and operations
hereunder for such period as the Company may request.

7. QUALITY OF GOODS AND RIGHT OF ENTRY AND INSPECTION
7.1 The Supplier warrants that all Goods delivered under an Order will:
7.1.1 strictly comply and conform with all requirements set out in the
Order.
7.1.2 be of good quality and fit for any purpose held out by the Supplier
or made known to the Supplier by the Company expressly or by implication,
and in this respect the Company relies on the Supplier’s skill and judgment.
7.1.3 where applicable, be free from defects in design, material and
workmanship and remain so for Twelve (12) months after Delivery.
7.1.4 comply with all applicable statutory and regulatory requirements
relating to the manufacture, labelling, packaging, storage, handling and
delivery of the Goods.
7.1.5 not infringe any patent, trade mark, registered design or any other
like protection or the provisions of any statute, statutory instrument or
regulation in force in any country.
7.1.6 not contain any counterfeit goods or goods that are unauthorized
copies or substitutes or re-worked, re-marked, re-labeled, repaired,
refurbished or otherwise modified unless expressly agreed to by the
Company.
7.2 The Supplier shall not make any changes in the design or composition of
any Goods without the Company’s prior written consent.
7.3 For Goods supplied by the Supplier to the Company, the Supplier will
inspect and release Goods as directed on an Order.
7.4 The Supplier agrees that the Company, regulators and the Company’s
customers shall have the right, at any time, upon reasonable notice, to enter the
Supplier’s facilities to inspect the facility, Goods, materials and property of the
Company. Any person duly authorized by the Company shall be entitled to remove
samples of tools and Goods in process of manufacture and completed Goods. Such
inspection shall not constitute or imply acceptance of any Goods or materials.
7.5 If following such inspection or testing the Company considers that the
Goods do not conform or are unlikely to conform to the Order in accordance with
Clause 6 or comply with the Supplier’s undertakings under this Clause 7, the
Company shall inform the Supplier and the Supplier shall immediately take such
remedial action as is necessary to ensure compliance at no cost to the Company.
7.6 Verification by the Company shall not be used by the Supplier as evidence
of effective control of quality by the Supplier and shall not absolve the Supplier of
its responsibility to comply fully with its obligations under the Contract, nor shall it
preclude subsequent rejection by the Company or the Company’s right to conduct
further inspections and tests after the Supplier has carried out remedial action.
7.7 The Supplier must have in force and maintain throughout its performance
of the Contract all required, accredited quality assurance systems and will allow the
Company, or any representative of the Company, to inspect the Supplier’s quality
assurance documents and procedures at any of the Supplier’s premises upon
reasonable notice.
7.8 The Supplier will be responsible for confidentiality and protection of all
specifications, drawings and other documentation which the Company supplies and
which are necessary for the performance of an Order.
7.9 In the event that the Supplier breaches its obligations under this Section 7
or Sections 6 and 10, in addition to the Company’s rights at law or under these,
Terms and Conditions the Supplier shall be liable and reimburse for the Company’s
value- add to the defective Goods and any reasonable out-of-pocket costs (including
but not limited to Company’s deployment of personnel or other resources to address
any defective Good).

8. PRICE AND PAYMENT
8.1 The price stated on an Order for any Goods shall be a fixed price inclusive
of all duties, levies and taxes in the country of origin of the Goods. If no price is stated,
it is agreed that price is the lowest prevailing market price.
8.2 Unless otherwise stated in the Order, the price stated on an Order includes
the costs of Delivery. The containers and packaging are to be supplied by the Supplier
as part of the fixed price stated on the Order. No charge may be made by Supplier for
packing unless such charge has been expressly agreed to by the Company in advance.
8.3 Unless otherwise stated in writing, the Company will pay for Goods
according to the Contract or for Delivery of Goods (together with all documentation
required under the Contract) following receipt of an Invoice.
8.5 The Parties shall exchange any information necessary to understand and
analyze the Supplier’s costs for supplying the Goods.
8.6 Without prejudice to the Company’s other rights and remedies, the Company
may deduct from any payments due to the Supplier under any Contract the amount of
any bona fide accounts or other claims which the Company may have against the
Supplier in connection with that Contract or any other Contract with seven (7) days
prior written notification to the Supplier. The Company shall be entitled at any time
to set off any amount owing at any time from the Supplier to the Company, whether
arising under any Contract or otherwise, against any amount payable to or for Supplier
at any time by the Company or any of the Company’s affiliates.
8.7 The Company shall have an option, exercisable by written notice
served on the Supplier, to pay not more than the balance of the replacement
cost for the outright ownership of any materials, samples, jigs, patterns,
tooling or any other item essential to the manufacture of the Goods to a design,
drawing or specification supplied by the Company (the “Unrecovered
Balance”). At the request and cost of the Company, the Supplier shall deliver
any such essential item to the Company at such place and time as the Company
shall stipulate. Within thirty (30) days of receipt of the option notice, the
Supplier will notify the Company of the amount of the Unrecovered Balance
and the Company shall within thirty (30) days of such notification pay the
amount agreed as the Unrecovered Balance. If such amount is not agreed by
the parties, the amount of the Unrecovered Balance is to be determined by an
independent accountant mutually agreed between the parties. Without
prejudice to the Company’s rights under Clause 9, where outright ownership
of any materials, samples, jigs, patterns, tooling or any other item essential to
the manufacture of the Goods to a design, drawing or specification supplied
by the Company rests with the Company, the Company shall be entitled to
collect such items at such place and time as the Company shall stipulate.
8.8 In the event that the Supplier is a “designated source” or “directed-buy”
vendor of an original equipment manufacture or end-customer of the Company
(collectively, the “End Customer”), the Supplier shall flow down its Terms and
Conditions, including but not limited to price, that it has contracted and/or negotiated
with the End Customer to the Company. Upon the Company’s reasonable request,
the Supplier shall add the Company to its agreement with the End Customer, if
applicable, through a Joinder Agreement, Adoption Agreement or addendum thereto.
In the event that the Company is subject to or incurs damages, costs, penalties or
liabilities from the End Customer due to the actions of the Supplier as a “designated
source” or “directed-buy”, Supplier shall indemnify and hold Company harmless for
any such damages, costs, penalties or liabilities.

9. THE COMPANY’S PROPERTY
9.1 Any items held by the Supplier which the Company has paid for in full or
which the Company may have loaned, bailed, consigned or supplied to the Supplier
for the execution of an Order will be at the Supplier’s risk until delivered to the
Company. The Supplier shall be fully liable for any loss or damage however caused
to such items while in its possession.
9.2 The Supplier will retain such items in good condition during performance
and after completion of an Order and shall not dispose of such items except in
accordance with the Company’s written instructions nor shall such items be used other
than for the purpose of such Order without the Company’s prior written consent.
9.3 The Supplier will ensure that such items are at all times identified in
accordance with instructions on the Order and do not become the subject of any
encumbrance.
9.4 The Supplier will not without the prior written consent of the Company sell,
hire, use or otherwise dispose of to or for any other person, any Goods manufactured
by the Supplier to the Company’s designs, drawings or specifications or based upon
them, or any tooling designed for use in manufacture and the Supplier shall refer to
the Company all inquiries received for such Goods or tools.

10. WARRANTY
10.1 The Supplier warrants and assures to the Company that all Goods delivered
under a Contract will conform to that Order and will be free from defects in material,
workmanship and, where the Supplier has responsibility for design, free from defects
in design for a minimum of five (5) years following delivery.
10.2 If Goods do not conform to the requirements set out in Clause 10.1 above
(“Non-Conforming Item”), without prejudice to the Company’s other rights and
remedies which the Company may have at law, the Supplier will promptly replace or,
where appropriate repair or rectify any such Non-Conforming Item at its own expense
and reimburse the Company for all proven and reasonable expenses and damages
incurred as a result of the Non-Conforming Item and all damages which were suffered
by property other than the Non-Conforming Item. If the Supplier fails to promptly
repair, rectify or replace any Non-Conforming Item the Company may, without
prejudice to its other rights and remedies: (i) choose to keep the Non- Conforming
Item and the Company will be entitled to adjust the Order price of such item in a
manner that is reasonable under the circumstances; or (ii) rectify the Non-Conforming
Item itself, or arrange for such Non-Conforming Item to be rectified. Where the
Company rectifies the Non-Conforming Item itself or arranges for the Non-Conforming

Item to be rectified the Supplier shall reimburse the Company for all
proven costs relating to such rectification and for all damages the Company sustains
as a result of the Non-Conforming Item. The Company acknowledges that it has a
duty to mitigate its losses.
10.3 Notwithstanding any other provision, in addition to the foregoing, the
Supplier shall be liable for the Company’s actual costs, expenses and damages related
to or arising from the Goods not conforming to the Warranty, Sections 6 and
7 hereunder, including without limitation, labor and other costs related to
transportation of Goods, expediting, removal, disassembly, failure analysis, fault
isolation, assembly, reinstallation, reinspection, retrofit and any and all other such
correction action costs incurred by the Company.
10.4 The Supplier shall, if so requested by the Company, defend or assist the
defense of the Company against any direct or indirect liability claim proceedings,
loss or damage (including any liability or loss incurred by the Company resulting
from the failure of, or stoppage of, or interference with the production or manufacture
of any equipment, Goods or stock) caused by any Non-Conforming Items, or
arising out of or caused by any other breach by the Supplier of these Terms
and Conditions. The Supplier shall, if so requested by the Company, accept
as final and binding the decision of any court in relation to such liability,
claim, proceedings, loss or damage.

11. REMEDIES
11.1 If Delivery of the Goods is not made by the Supplier on the promised
delivery date, or the Supplier does not comply with Clauses 6, 7 and/or 10 of these
Terms and Conditions then, without limiting any of its other rights or remedies, the
Company shall have the right to any one or more of the following remedies, whether
or not it has accepted the Goods:
11.1.1 terminate the Order (in whole or in part);
11.1.2 reject the Goods and return them to the Supplier at the Supplier’s
own risk and expense.
11.1.3 if necessary, to maintain production, rework the Goods at
Supplier’s cost;
11.1.4 require the Supplier to repair or replace the rejected Goods, or to
provide a full refund of the price of the rejected Goods;
11.1.5 refuse to accept any subsequent delivery of Goods which the
Supplier attempts to make;
11.1.6 recover from the Supplier any costs incurred by the Company in
obtaining substitute Goods from a third party; and
11.1.7 claim damages for any other costs, losses or expenses, including
manufacturing costs, loss of profits, or other special damages incurred by
the Company which are attributable to the Supplier’s failure to carry out its
obligation under the Contract.
11.2 These Terms and Conditions shall apply to any repaired or replacement
Goods supplied by the Supplier.
11.3 The Company’s rights and remedies under these Terms and Conditions are
in addition to its rights and remedies implied by statute and common law.

12. TERMINATION AND DURATION
12.1 Termination for Convenience. Without prejudice to any of the Company’s
rights and remedies, the Company may terminate an Order in whole or in part at any
time by giving the Supplier notice in writing, identified as a notice of termination,
whereupon all work on that Order shall cease.
12.2 The Company will pay the Supplier, in full and final satisfaction of all
claims arising out of such termination:
12.2.1 the cost of all Goods which the Supplier has justifiably produced
and completed in accordance with such terminated Order or part
thereof and which the Company has not paid for;
12.2.2 the cost of settling any claims for necessary termination of sub-contracts justifiably

committed in respect of such terminated Order or part
thereof provided the Supplier has included in such sub-contracts a
termination for convenience clause in substantially the same terms as this
Clause 12.2; and
12.2.3 the cost to the Supplier of any justified work-in-progress in respect
of such Order or part thereof.
12.3 The Supplier will give the Company every assistance to ascertain the extent
of such work-in-progress. The amount payable to the Supplier under this Clause 12
will not exceed the total amount that would have been payable to the Supplier for the
Goods or Work and the Supplier will submit notice of its claim within two (2) months
of termination. Any finished Goods and any work-in-progress paid for by the
Company under this Clause 12 will be delivered to the Company or held by the
Supplier as the Company property in accordance with Clause 9 above.
12.4 If the Company’s termination in accordance with Clause 12.1 above is the
result of the Company’s customer terminating its contract with the Company then
payment to the Supplier in full and final satisfaction of any such termination shall be
the proportion of the contract value equal to the proportion the Company receives
from its customer if any.
12.5 If the Company has reasonable grounds for believing the Supplier will be
unable to substantially fulfil its obligations, the Company may require the Supplier to
provide reasonable written evidence that the Supplier will fulfil its obligations. If the
Supplier fails to provide such evidence within thirty (30) days of the Company’s
request the Company may treat that failure as a material breach and terminate the
relevant Order.
12.6 Termination for Cause. The Company will have the right, without prejudice
to its other rights and remedies, to terminate any Order without incurring any liability,
if the Supplier:
12.6.1 makes a general arrangement with its creditors;
12.6.2 ceases or threatens to cease to carry on its business or a substantial
part of it or is unable to pay its debts or any statutory modification or re-enactment thereof;
12.6.3 enters into liquidation whether compulsory or voluntary, except as
a solvent company for the purposes of amalgamation or reconstruction;
12.6.4 has an administrator or administrative receiver of the whole or part
of its assets appointed;
12.6.5 commits any material breach of any of its obligations under these
Terms and Conditions or the Order which it fails to rectify within
fourteen(14) days of written notice of that breach (no notice period
shall apply for a breach of delivery items or a violation of Clauses 17
and 18);
12.6.6 carries out or becomes subject to actions or proceedings, which,
within the jurisdiction to which it is subject, are similar in nature or effect
to those specified in Clause 12.6.1 and 12.6.2 above; or
12.6.7 violates Clauses 17 and 18.
12.7 The Company will effect termination under this Clause 12 by issuing notice
of termination in writing to the Supplier. For the purpose of this Clause 12.7, such
notice will be effective twenty four (24) hours after it is issued or on receipt
whichever is the earlier; provided however, it shall not apply for termination under
Clause 12.6.7, which shall take immediate effect.
12.8 These Terms and Conditions shall remain in force until the later of: (i) a
period of fifteen (15) years from the date of the relevant Order; or (ii) discharge by
the Supplier of all obligations under these Terms and Conditions and any Order
placed hereunder.

13. SUPPLY OF ASSISTANCE, SUGGESTIONS AND OPINIONS
13.1 The Company’s personnel may from time to time render assistance and/or
give suggestions and/or opinions to, or effect an exchange of, information with the
Supplier’s personnel concerning the Goods to be furnished under an Order
(“Assistance”). However such Assistance shall not grant the Supplier authority to
change the relevant Goods or any provisions of an Order or these Terms and
Conditions, nor shall such Assistance constitute a change binding upon the Company
unless issued as an amendment to these Terms and Conditions and the Supplier shall
be responsible for the use of any such Assistance. In all cases, and as acknowledged
by the Supplier, the Company is relying upon the Supplier’s knowledge and expertise
in performing all work regarding the Goods to be furnished under an Order.

14. LIABILITY AND INSURANCE
14.1 The Supplier at all times during and after performance of the Contract shall
indemnify and, if so requested by the Company, the Company’s customers, the
Company’s insurers and Company’s affiliates and their respective employees,
agents, officers, and directors for and from all suits, claims, judgments, awards,
losses, damages, costs or expenses (including without limitation, attorneys’ fees)
relating to, arising out of or caused by the Supplier’s performance hereunder, any act
or omission of Supplier or any Goods or services. Supplier’s indemnification
obligation hereunder covers, without limitation, injuries, sickness, disease (including,
without limitation, occupational diseases whenever occurring) or death of
Suppliers’ employees.
14.2 Without limiting any of Supplier’s obligations hereunder, Supplier agrees to
secure and carry as a minimum the following insurance with respect to all work to be
performed under the Order for the duration of the Order: (i) Workers’ Compensation
Insurance, inclusive of an alternate employer endorsement, in an amount sufficient by
virtue of the laws of the U.S., foreign country, state, or other governmental
subdivision in which the work or any portion of the work is performed and Employer’s
Liability Insurance (ii) Commercial General Liability Insurance including, without
limitation, Premises Liability and contractual Liability, (iii) if Supplier vehicles are
used on the Company’s premises and/or used to accomplish work under the Order or
otherwise on behalf of the Company, Automobile Liability Insurance (iv) if Supplier
or its subcontractors have the Company’s materials or equipment in its care, custody
or control, Supplier shall have and maintain All-Risk Property Insurance in an amount
sufficient to meet or exceed the value of such material; and (v) if Supplier is
performing professional services on behalf of the Company, Supplier shall maintain
Professional Liability Insurance.
14.3 Supplier shall require its subcontractors to maintain insurance in the
amounts and types required by this Section 21.

15. DEVELOPMENT WORK
15.1 If the manufacture of Goods involves research or development that is
specifically funded by the Company then all intellectual property rights in the results
thereof will vest in the Company.
15.2 All designs, drawings, processes and developments by the Company and all
intellectual property rights, copyrights and other proprietary rights (including know-how)

supplied by the Company under these Terms and Conditions and/or any Order
shall remain the sole and undivided property of the Company.
15.3 The designs, drawings, processes and developments by the Supplier and all
intellectual property rights, copyrights and other proprietary rights (including know-how)

arising in connection with the Supplier’s performance under these Terms and
Conditions or an Order are generated by the Supplier in the sole and undivided
interest of the Company and are fully compensated by the price paid for Goods under
any Order and all intellectual property rights in the results thereof will vest in the
Company.
15.4 The Supplier shall use such intellectual property only for the purposes of
performing its obligations under these Terms and Conditions and/or any Order.
15.5 The Supplier shall and shall require its employees to sign all papers and do
such acts as are reasonably necessary for the Company to pursue formal protection
of any anticipated intellectual property rights.
15.6 Supplier hereby grants to the Company a worldwide, non-exclusive,
perpetual, fully-paid, irrevocable, transferable license to Supplier’s intellectual
property to use, sell, offer for sale, import, export, copy, adapt, embed, modify, make
derivative works, make and have made Goods and services.

16. PROPRIETARY RIGHTS LIABILITY
16.1 If any allegation is made or any claim asserted against the Company, or any
person claiming title from or through the Company, that any act done or proposed to
be done in relation either to Goods or to any article or material on which work has
been carried out constitutes a violation or infringement of any patent, copyright,
registered design or other proprietary right held by a third party, the Supplier will
indemnify the Company against and hold the Company harmless from any loss or
damage (including without limitation all costs and expenses) arising directly or
indirectly out of such allegation or claim unless the allegation or claim is the direct
result of the Supplier following a design or process originated and furnished by the
Company.

17. PROPRIETARY INFORMATION
17.1 The Parties agree to exchange drawings, operating or maintenance
instructions together with any other technical information necessary to execute an
Order. Title to any such information will not be affected by any such exchange.
17.2 Subject to Clause 13, any information, (including, but not limited to, that
covered by Clause 17.1 above), disclosed by one Party to the other in connection with
an Order or a proposed Order shall be treated in confidence and shall not be copied or
disclosed to any third party without the prior written consent of the disclosing Party.
Such information includes the form and content of these Terms and Conditions. These
provisions do not apply to information that has lawfully entered the public domain.
17.3 Subject to Clause 17.2, if manufacturing data, materials, specifications,
information and drawings relating to the subject of an Order are required for any
purpose of the Company, the Supplier will on request supply the same. The Supplier
acknowledges and agrees that such documentation and information may be the
confidential and/or proprietary information of the Company’s customers. By
accepting receipt of such documentation, the Supplier expressly agrees to protect and
maintain such documentation and/or information in confidence as directed by the
Company.
17.4 The Supplier shall indemnify the Company against all losses, costs,
expenses, damages, liabilities, demands, claim, actions or proceedings which the
Company may incur arising out of any breach of Clause 17

18. GOVERNANCE AND EXPORT CONTROL
18.1 In order to meet the requirement of their customer, the Company may be
required to accept and agree, in its contract with such customer for the sale of products
embodying Goods, sale terms which are not reasonably reflected by the terms of these
Terms and Conditions (“Sale Terms”). In such event, the Supplier shall negotiate
with the Company with the object of accepting an amendment to these Terms and
Conditions corresponding to such Sale Terms, in respect of Orders for Goods related
to such customer.
18.2 Without prejudice to Clause 18.1, if the Company is required to flow down
to its Suppliers any appropriate regulations or requirements of the Company’s
customer, the Supplier agrees to accept the inclusion of such regulations or
requirements in the relevant Order.
18.3 The Supplier agrees to comply with all applicable laws, statutes, regulations,
secondary legislation, by-laws, common law, directives, treaties and other measures
which may be applicable to the Supplier’s performance of its obligations under any
Contract, Order or these Terms and Conditions.
18.4 Supplier shall comply with the most current export control and sanctions
laws, regulations, and orders applicable at the time of the export, re-export, transfer,
disclosure or provision of Goods, software, technology or Services including,
without limitation, the (i) Export Administration Regulations (“EAR”) administered
by the Bureau of Industry and Security, U.S. Department of Commerce, 15
C.F.R. parts 730-774; (ii) International Traffic in Arms Regulations (the
“ITAR”) administered by the Directorate of Defense Trade Controls, U.S.
Department of State, 22 C.F.R. parts 120-130; (iii) Foreign Assets Control
Regulations and associated Executive Orders administered by the Office of
Foreign Assets Control,
U.S. Department of the Treasury, 31 C.F.R. parts 500-598; and (iv) applicable laws
and regulations of other countries (collectively, “Export Control Laws”).
18.5 Supplier shall, upon request, provide the Company with a copy of any
governmental export authorization (“Authorization”) related to the Goods, software,
technology or services and of all provisions or conditions relating to that
Authorization, including but not limited to, any restriction on sublicensing,
retransfer, resale or re-export, any requirement for non-disclosure agreements and
any limitation on individuals having access to Supplier’s Goods, software,
technology or Services. Supplier shall, without delay, provide any information
requested by the Company in support of any Authorization related to the Goods,
software, technology or Services in support of The Company’s compliance activities,
including The Company’s internal licensing processes.
18.6 Supplier shall provide the Company with (i) the applicable Harmonized
Tariff Schedule Number, and (ii) either (a) the United States Munitions List
(“USML”) category of such Goods, software, technology or Services that are
controlled by the ITAR, or (b) the Export Control Classification Number (“ECCN”)
of such Goods, software or technology that are controlled by the EAR, to include the
ECCN of parts and components if such classification differs from the ECCN of the
Goods or software and (iii) any analogous classification under any other applicable
law. If Supplier is in the business of manufacturing, exporting or brokering USML
items, Supplier shall maintain registration with the Directorate of Defense Trade
Controls (“DDTC”) as may be required by 22 C.F.R. §§ 122.1 and/or 129.3 of the
ITAR and provide The Company annually with its DDTC registration expiration
date.
18.7 Supplier shall not export, re-export, transfer, disclose or otherwise provide
The Company’s technical data controlled by Export Control Laws (“Technical
Data”) to any non-U.S. Persons or foreign commercial entities, or modify or divert
such Technical Data to any military application, unless Supplier receives advance,
written authorization from the Company. Any subcontracts between non-U.S.
Persons in the approved country for manufacture of Goods or provision of services
shall contain all the limitations of this Section and shall comply with all applicable
export licenses or authorizations.
18.8 Upon the Company’s request, Supplier shall demonstrate to the Company, to
the Company’s reasonable satisfaction, Supplier’s and Supplier’s subcontractors’
compliance with this Section and all Export Control Laws. Supplier shall also
promptly notify the Company if it becomes aware of any failure by Supplier or
Supplier’s subcontractor’s to comply with this Section and shall cooperate with the
Company in any investigation of such failure to comply. Upon completion of its
performance under the Order, Supplier and its subcontractors shall destroy or
return to the Company all Technical Data. Without limiting the foregoing,
Supplier must control access to Technical Data, technologies tooling or
materials, including, without limitation, the Goods subject to the ITAR or the
EAR until such point as (a) the technologies, tooling, materials or Goods are
rendered mutilated or scrapped in accordance with section 13.4 or reverted to
a base alloy, and (b) the Technical Data and derived Technical Data has been
cross-cut shredded, burned or chemically reverted to pulp in accordance with
the requirements of Section 29.4, all of the foregoing in accordance with
applicable Export Control Laws.
18.9. At the Company’s request, Supplier shall develop, adopt and comply with a
technology control plan “TCP” and or a cyber security plan “CSP” satisfactory to the
Company and which sets forth undertakings of Supplier and its subcontractors for
assuring compliance with provisions of these Terms and Conditions relating to
information and technology. Supplier’s compliance with the TCP and or CSP may be
reviewed from time to time by Company at Company’s request

19. COMPLIANCE WITH LAWS
19.1 If any of the Goods contain hazardous substances or require any special
precautions to ensure safety in handling, transport, storage or use, the Supplier must
before Delivery furnish to the Company written details of the nature of those
substances and the precautions to be taken. The Supplier must ensure that before
dispatch of the Goods appropriate instructions and warnings are clearly and
prominently marked on the Goods or securely attached to them and on any containers
into which they are packed.
19.2 The Supplier must provide to the Company in writing all data, instructions
and warnings required to comply with applicable laws relating to health and safety,
and the Supplier shall indemnify and if so requested by the Company, defend or assist
the defense of the Company against any and all liabilities, claims and expenses that
arise as a result of the Supplier’s failure to do so.
19.3 If the Goods have a determinable shelf life, the Supplier shall advise the
Company of the storage conditions recommended for the longest possible shelf life
and the minimum duration thereof.
19.4 Supplier represents and warrants that the Goods and any substances contained
therein are not prohibited or restricted by, and are supplied in compliance with, any
laws or regulations within the United States,
19.5 Supplier shall, at the earliest practicable time, notify the Company
in writing if Supplier is (i) suspended, debarred, or proposed for suspension or
debarment from doing business with the U.S. Government, or (ii) listed or is
proposed to be listed by the U.S. Government in any “denial orders,” as a
“blocked person,” as a “specially designated national,” or as a “specially
designated terrorist” for U.S. export administration purposes (collectively,
“Debarment”). Any such Debarment shall constitute cause for The Company
to terminate the Order under the Section entitled Termination for Default.
19.6 Supplier shall, at the earliest practicable time, notify the Company
in writing if Supplier is subject to any federal, state, or foreign government
criminal proceeding alleging fraud or corrupt practices, once initiated by the
filing of a formal charging document in a court of law; and further notify The
Company of any subsequent felony convictions or deferred prosecution
agreement(s) related to the foregoing.
19.7 “Conflict Minerals” Supplier commits to comply, with the public policy
underlying enactment of the Conflict Minerals provision (Section 1502) of the Dodd-Frank Wall Street Reform

and Consumer Protection Act (the “Act”), the significant
legal and non-legal risks associated with sourcing tin, tantalum, tungsten and gold (the
“Conflict Minerals”) from the Democratic Republic of the Congo and adjoining
countries (“DRC countries”). Supplier shall provide to the Company, upon the
Company’s reasonable request, the identity of its suppliers and/or the location of
manufacture of the Goods or any subcomponents of the Goods, as applicable, to the
order. Confirm compliance with legal and regulatory requirements, the Agreement, the
Order and/or these Terms and Conditions.
19.8 “Anti-Bribery” The Supplier shall and shall ensure that persons associated
with it or other persons who are involved in any way with this Contract shall, at all
times, comply with any applicable anti-bribery legislation including but not limited
to the Foreign Corrupt Practices Act as amended and updated from time to time. The
Supplier shall indemnify the Company against any losses, liabilities, damages, costs
(including but not limited to legal fees) and expenses, including the cost of any
investigation, incurred by, or awarded against the Company as a result of any breach
of this Clause 27.7 by the Supplier or any persons associated with it in connection
with the performance of the Supplier’s obligations hereunder. The Supplier shall fully
cooperate with any ethics and compliance investigation, specifically including
the review of Supplier’s emails and bank accounts. Any violation of this
Section 27 is a material breach of contract, with no notice and opportunity to
cure. Further such a finding will be the grounds for immediate cessation of
all payments.
19.8.1. Supplier has not offered or given and shall not offer or give anything
of value (in the form of entertainment, gifts, or otherwise) to the Company’s
employees or representatives for the purpose of obtaining the Order or
favorable treatment under the Order.
19.8.2 Supplier represents and warrants that it has not made, nor will it
make, or offer to make any political contributions, or pay, or offer to pay any
fees or commissions in connection with these Terms and Condition or any
Order.
19.9 “Code of Conduct” Supplier shall adopt and comply with a policy
statement or code of conduct regarding business ethics (“Code”). The Code
will be suitable for Supplier’s business and as a minimum will require
compliance with all applicable laws and regulations. and prohibit
engagement in corrupt practices (e.g. facilitating, offering or paying any
bribe). This Section 23.1 creates no additional duties for Company with
respect to Supplier and confers no rights on third parties.

20. EXCLUSION OF AGENCY AND LICENCE
20.1 The Supplier will not do anything that might result in other parties believing
that it has authority either to contract on behalf of the Company or is a licensee of the
Company.
20.2 In particular and without prejudice to the generality of Clause 21.1 above,
the Supplier shall not without the prior written permission of the Company
manufacture or supply to third parties Goods or parts of a similar nature pursuant to
technical information supplied or derived from the Company. These Terms and
Conditions shall not include any express or implied license whatsoever.
20.3 The relationship between Supplier and the Company will be that of
independent contractors and not that of principal and agent, nor that of legal
partners. Neither Party will represent itself as the agent or legal partner of the
other Party nor perform any action that might result in other persons believing
that it has authority to contract in any way to enter into commitments on behalf
of the other. Supplier accepts, with respect to its performance of the Services,
exclusive liability for the payment of any and all remunerations paid by
Supplier to any and all persons or subcontractors employed by it in connection
with the performance of the services.
20.4 Supplier shall not publicly disclose or use for its marketing purposes
its business relationship with the Company without the Company’s prior
written consent

21. WAIVER
21.1 No failure or delay by the Company at any time to exercise or enforce any
term of, or right or remedy under the Contract, or any term or special condition
referred to or set out in an Order, shall be construed as waiver by the Company thereof.
No single or partial exercise or enforcement of any term of, or right or remedy under
the Contract or any term or special condition referred to or set out in an Order shall
preclude or restrict the Company from the further exercise or enforcement of such
terms, right or remedy.

22. THIRD PARTY RIGHTS
22.1 The Supplier will not assign, subcontract or transfer any of its rights and
obligations under these Terms and Conditions or any Contract. Any such purported
assignment shall be null and void, unless agreed in writing by the Company.
22.2 The Supplier is responsible for all Goods supplied to the Company by the
sub-contractors.

23. GOVERNING LAW, SUBMISSION TO JURISDICTION AND
DISPUTE RESOLUTION
23.1 These Terms and Conditions, any and all matters arising out of or relating
to these terms or Orders shall be subject to and interpreted in accordance with the
laws of the State of Michigan without giving effect to any choice or conflict of law
provision or rule. Any disputes in connection with the provisions of these Terms and
Conditions not connected to an Order shall be subject to and interpreted in accordance
with the laws of Michigan, as applicable. Both Parties agree and irrevocably submit
to the exclusive jurisdiction to hear any legal suit, action or proceeding of the federal
or state courts.
23.2 Except as provided below, prior to a Party initiating a formal legal
proceeding relating to a dispute arising out of an Order or these Terms and Conditions
as between the Company and Supplier that Party must provide the other with a written
request for dispute resolution. Each Party shall, within seven (7) calendar days after
such written request is received, designate a representative who will be responsible
for negotiating, in good faith, a resolution of the dispute. Should the representatives
fail to reach agreement within sixty (60) calendar days of receipt of such written
request.
23.3 Notwithstanding Section 23.2, between the Company and Supplier, either
Party may (i) resort to a formal legal proceeding for equitable relief at any time and
(ii) institute litigation in order to avoid the expiration of any applicable limitations
period or to preserve a superior position with respect to other creditors.

24. SURVIVAL
The provisions of Clauses 16, 17, 20, 21, 22, 23 and 24 shall survive after the
discharge by the Supplier of all obligations under these Terms and Conditions and/or
any Order placed hereunder.

25. SEVERABILITY
25.1 On expiry or earlier termination of an Order these Terms and Conditions shall
continue to apply to any Order created before such expiry or termination.
25.2 If any provision of these Terms and Conditions is declared by any judicial or
other competent authority to be void, voidable, illegal or otherwise unenforceable, or
indications to that effect are received by either of the Parties from any competent
authority, the Parties shall amend that provision in such reasonable manner as achieves
the intention of the Parties without illegality.

26. EXCLUSION OF OTHER PROVISIONS AND
PREVIOUS UNDERSTANDINGS
26.1 The Parties agree that they have not placed any reliance whatsoever on any
representations, statements or understandings made prior to the Contract being
created, whether orally or in writing relating to the subject of the Contract other than
those expressly incorporated in the Contract, which have been agreed on the basis that
its provisions represent their entire agreement and shall supersede all such prior
representations, agreements, statements and understandings.

27. FREE ISSUE MATERIAL
27.1 Where materials and/or components have been free issued to the Supplier
by the Company in support of the Order, the Supplier shall be liable for the cost of
replacement of any materials and/or components scrapped during the course of
manufacture.
27.2 This will not apply in the case of materials and/or components used to
achieve deliverable Goods (cut up and test pieces).
27.3 Any materials and/or components which been free issued to the Supplier
in support of the Order will be at the Supplier’s risk. The Supplier shall be fully
liable for any loss or damage however so caused while in its possession.
27.4 Any materials and/or components which have been free issued to the
Supplier by the Company shall be returned to the Company. Defective material
shall be clearly identified and will be stated on the delivery note.

28. US GOVERNMENT CONTRACTS
28.1 This Section contains the mandatory flow-down requirements for subcontracts
and purchase orders under a US Government Contract (hereinafter referred to as
“Government Subcontracts”). Section 28 applies only when government contracts are
listed on the Order. A supplier’s acceptance of the Government Subcontracts is deemed
to be and shall constitute acceptance of these Special Instructions.
28.2 The Federal Acquisition Regulation (FAR) and Defense Federal Acquisition
Regulation Supplement (DFARS) clauses referenced below are incorporated in all
Warnke Tool Government Subcontracts by reference, with the same force and effect
as if they were fully set forth in the purchase order or agreement.
28.3 In the event of a conflict between these FAR and DFARS provisions and the
Warnke Tool Standard Terms and Conditions of Purchase, the FAR and DFARS
provisions shall control. In the event of a conflict between the clauses listed below and
the end customer’s Prime Contract, the end customer’s Prime Contract shall prevail.
Where applicable, the terms “government,” “Contracting Officer,” and similar terms
shall mean “Buyer,” and the term “Contractor” and similar terms shall mean
“Supplier.”
28.4 The complete text of a clause may be accessed electronically at URL:
http://farsite.hill.af.mil/vffar1.htm
28.5 Supplier agrees to negotiate with Buyer to incorporate additional provisions
herein or to change provisions as Buyer reasonably deems necessary to comply with
amendments or modifications to the applicable Prime Contract.
28.6 FAR AND DFARS PROVISIONS INCORPORATED BY REFERENCE
A. The following FAR clauses are applicable as identified below, regardless of
value:
52.202-1 DEFINITIONS.
52.203-6 RESTRICTIONS ON SUBCONTRACTOR SALES TO THE
GOVERNMENT [Applicable if subcontract over $150,000]
52.203-7 ANTI-KICKBACK PROCEDURES [Applicable if subcontract over
$150,000]
52.203–10 PRICE OR FEE ADJUSTMENT FOR ILLEGAL OR IMPROPER
ACTIVITY
52.203-12 LIMITATION ON PAYMENTS TO INFLUENCE CERTAIN
FEDERAL TRANSACTIONS
52.203-13 CODE OF BUSINESS ETHICS AND CONDUCT [By signing a contract
or performing against a contract in which FAR 52.203-13 is applicable: Supplier
hereby certifies that it will comply with all elements of FAR 52.203-13 including
timely disclosure, in writing, to the agency Office of the Inspector General (OIG),
with a copy to the Contracting Officer, and the cognizant Buyer Procurement
Representative whenever, in connection with the award, performance, or closeout
of this contract or any subcontract thereunder, Supplier has credible evidence that
a principal, employee, agent, or subcontractor of the Supplier has committed].
(1) A violation of Federal criminal law involving fraud, conflict of interest,
bribery, or gratuity violations found in Title 18 of the United States Code; or
(2) A violation of the civil False Claims Act (31 U.S.C. 3729-3733). Supplier also
certifies that, within 30 days of signing a contract or performing against a contract
in which FAR 52.203-13 is applicable, Supplier will establish a written code of
business ethics and conduct and will make a copy of the code available to each
employee engaged in performance of the contract.
52.203-19 PROHIBITION ON REQUIRING CERTAIN INTERNAL
CONFIDENTIALITY AGREEMENTS OR STATEMENTS. [Applicable when
Agreement exceeds $10,000]
52.204-21 BASIC SAFEGUARDING OF COVERED CONTRACTOR
INFORMATION SYSTEMS [Applicable to all Orders where Supplier will have
Federal contract information, as defined by the clause, residing in or transiting
through its information system].
52.209-6 PROTECTING THE GOVERNMENT’S INTEREST WHEN
SUBCONTRACTING WITH CONTRACTORS DEBARRED, SUSPENDED
OR PROPOSED FOR DEBARMENT
52.215-2 AUDIT AND RECORDS NEGOTIATION.
52.215-14 INTEGRITY OF UNIT PRICES (INCLUDING ALT 1)
52.219-8 UTILIZATION OF SMALL BUSINESS CONCERNS.
– 11 –
52.222-17 NONDISPLACEMENT OF QUALIFIED WORKERS [Applicable
when
Services are to be performed by the Supplier (1) under service contracts, (2) that
succeed Orders for performance of the same or similar work at the same location,
and (3) that are not exempt by FAR 22.1203-3 or waived in accordance with
FAR
22.1203-3. Supplier to furnish information needed by Buyer to comply with the
paragraphs (d) and (e) of this clause].
52.222–19 CHILD LABOR—COOPERATION WITH AUTHORITIES AND
REMEDIES
52.222-21 PROHIBITION OF SEGREGATED FACILITIES.
52.222-26 EQUAL OPPORTUNITY.
52.222–29 NOTIFICATION OF VISA DENIAL.
52.222-35 EQUAL OPPORTUNITY FOR VETERANS. [Applicable when
Agreement exceeds $10,000]
52.222-36 AFFIRMATIVE ACTION FOR WORKERS WITH DISABILITIES.
52.222-37 EMPLOYMENT REPORTS ON VETERANS. [Applicable when
Agreement exceeds $10,000]
28.7 The following FAR clause(s) apply to this Contract if the value of this
Contract exceeds $25,000
52.222-38 COMPLIANCE WITH VETERANS’ EMPLOYMENT REPORTING
REQUIREMENTS
52.222-40 NOTIFICATION OF EMPLOYEE RIGHTS UNDER THE
NATIONAL LABOR RELATIONS ACT.
28.8 The following FAR clause(s) apply to this Contract if the value of this
Contract exceeds $15,000
52.222-41 SERVICE CONTRACT LABOR STANDARDS [Applicable to
Orders
that are subject to the Service Contract Labor Standards
statute]. 52.222-50 COMBATING TRAFFICKING IN
PERSONS.
52.222-51 EXEMPTION FROM APPLICATION OF THE SERVICE
CONTRACT LABOR STANDARDS TO CONTRACTS FOR
MAINTENANCE, CALIBRATION, OR REPAIR OF CERTAIN
EQUIPMENT—REQUIREMENTS
[Applicable to subcontracts for exempt services under the Services Contract
Labor Standards statute].
52.222-53 EXEMPTION FROM APPLICATION OF THE SERVICE
CONTRACT LABOR STANDARDS TO CONTRACTS FOR CERTAIN
SERVICES—
REQUIREMENTS [Applicable to subcontracts for exempt services under the
Services Contract Labor Standards statute].
52.222-54 EMPLOYMENT ELIGIBILITY VERIFICATION [Applicable to (1)
all
Orders for commercial or non-commercial services except for commercial
services that are part of the purchase of COTS item(s) or items that may be COTS
item(s) but with minor modifications; (2) have a value of more than $3,500; and
(3) include work performed in the United States].
52.222-55 MINIMUM WAGES UNDER EXECUTIVE ORDER 13658
[Applicable
to all Orders subject to the Service Contract Labor Standards Statute or the Wage
Rate Requirements Statute, and are to be performed in whole or in part in the
United States.]
52.222-62 PAID SICK LEAVE UNDER EXECUTIVE ORDER 13706
[Applicable
to all Orders subject to the Service Contract Labor Standards Statute or the Wage
Rate Requirements Statute].
52.223-5 POLLUTION PREVENTION AND RIGHT-TO-KNOW
INFORMATION
52.223-6 DRUG-FREE WORKPLACE.
52.223-18 ENCOURAGING CONTRACTOR POLICIES TO BAN TEXT
MESSAGING WHILE DRIVING.
52.225-2 BUY AMERICAN ACT CERTIFICATE [Applicable to non-DoD
contracts; only provisions (a) and (b) of this clause apply].
52.225-6 TRADE AGREEMENTS CERTIFICATE [Applicable to non-DoD
contracts; only provisions (a) and (b) of this clause apply].
52.226-6 PROMOTING EXCESS FOOD
DONATION TO NONPROFIT
ORGANIZATIONS [Applicable if Supplier will perform under the Order the
provision, service, or sale of food in the United States].
28.9 The following FAR clause(s) apply to this Contract if the value of this
Contract is equal to or exceeds $150,000
52.227-1 AUTHORIZATION AND CONSENT [Applicable to Orders that
exceed the simplified acquisition threshold].
52.227-11 PATENT RIGHTS-OWNERSHIP BY THE CONTRACTOR
[Applicable
whenever any inventions are conceived or reduced to practice for commercial
– 12 –
items developed in part at Government expense].
52.227-13 PATENT RIGHTS—OWNERSHIP BY THE GOVERNMENT
[Applicable whenever any inventions are conceived or reduced to practice for
commercial items developed in part at Government expense and where the
Supplier is not located in the United States, does not have a place of business
located in the United States or is the subject to the control of a foreign
government].
52.227-14 RIGHTS IN DATA [Applicable only to non-DOD contracts when any
technical data for commercial items developed in part at Government expense
will be provided for delivery to the Government under Order].
52.229-6 TAXES—FOREIGN FIXED-PRICE CONTRACTS.
52.233-3 PROTEST AFTER AWARD [If Buyer’s customer has directed Buyer
to stop performance under Prime Contract under FAR 33.1, Buyer may direct
Supplier in writing to stop performance of this Order by written notice to
Supplier].
52.242-13 BANKRUPTCY.
52.242-15 STOP WORK ORDER.
52.243-1 CHANGES—FIXED-PRICE
52.244-6 SUBCONTRACTS FOR COMMERCIAL ITEMS.
52.246-2 INSPECTION OF SUPPLIES— FIXED-PRICE.
52.246-16 RESPONSIBILITY FOR SUPPLIES.
52.247-63 PREFERENCE FOR U.S.-FLAG AIR CARRIERS
52.247-64 PREFERENCE FOR
PRIVATELY OWNED U.S. FLAG
COMMERCIAL VESSELS.
52.244-5 COMPETITION IN SUBCONTRACTING [Applicable to Orders that
exceed the simplified acquisition threshold].
28.10 The following DFARS clauses apply to this Contract regardless of value
252.203-7001 PROHIBITION ON PERSONS CONVICTED OF FRAUD OR
OTHER DEFENSE-CONTRACT-RELATED FELONIES.
252.204-7012 SAFEGUARDING COVERED DEFENSE INFORMATION
AND
CYBER INCIDENT REPORTING [Applicable to Orders for operationally
critical support or for which performance will involve covered defense
information, as defined in this clause. Buyer shall notify Supplier when
submitting a request to vary from a NIST SP 800-171 security requirement to the
Government’s Contracting Officer, in accordance with paragraph (b)(2)(ii)(B)
of this clause; and provide to the Buyer the incident report number,
automatically assigned by DoD as soon as practicable, when reporting a cyber
incident to DoD as required in paragraph (c) of the clause.].
252.204-7015 NOTICE OF AUTHORIZED DISCLOSURE OF
INFORMATION FOR LITIGATION SUPPORT.
252.222-7006 RESTRICTIONS ON EMPLOYMENT OF PERSONNEL.
252.223-7008 PROHIBITION OF HEXAVALENT CHROMIUM [Applicable to
all
Orders for supplies, maintenance and repair services or construction materials].
252.225-7000 BUY AMERICAN–BALANCE OF PAYMENTS PROGRAM
CERTIFICATE.
252.225-7009 RESTRICTION ON ACQUISITION OF CERTAIN ARTICLES
CONTAINING SPECIALTY METALS [Applicable, except for paragraph (d)
and (e)(1) which are deleted from this clause. Applicable to Orders for items
containing specialty metals to ensure compliance of the end products that Buyer
will deliver to the Government].
252.225-7016 RESTRICTION ON ACQUISITION OF BALL AND ROLLER
BEARINGS.
252.225-7020 TRADE AGREEMENTS CERTIFICATE.
252.225-7025 RESTRICTIONS ON ACQUISITION OF FORGINGS.
252.227-7013 RIGHTS IN TECHNICAL DATA-NONCOMMERCIAL ITEMS
[Applicable where any technical data for commercial items developed in part at
Government expense will be provided for delivery to the Government under
Order].
252.227-7014 RIGHTS IN NONCOMMERCIAL COMPUTER SOFTWARE
AND NONCOMMERCIAL COMPUTER SOFTWARE
DOCUMENTATION
[Applicable where Supplier’s performance will require delivery of computer
software or computer software documentation].
252.227-7015 TECHNICAL DATA–COMMERCIAL ITEMS [Applicable
where
technical data for commercial items developed in any part at private expense
will be provided for delivery to Government under Order].
252.227-7016 RIGHTS IN BID OR PROPOSAL INFORMATION [Applicable to
Orders that will include 252.227-7013, 252.227-7014, and 252.227-7015].
252.227-7017 IDENTIFICATION AND ASSERTION OF USE, RELEASE, OR
DISCLOSURE RESTRICTIONS.
252.227-7019 VALIDATION OF ASSERTED RESTRICTIONS-COMPUTER
SOFTWARE [Applicable to Orders where Supplier’s performance incudes
furnishing computer software that Buyer will furnish to the Government].
– 13 –
252.227-7037 VALIDATION OF RESTRICTIVE MARKINGS ON
TECHNICAL
DATA [Applicable where Orders include furnishing technical data].
252.239-7010 CLOUD COMPUTING SERVICES [Applicable to Orders that
involve cloud services].
252.244-7000 SUBCONTRACTS FOR
COMMERCIAL ITEMS AND COMMERCIAL
COMPONENTS (DOD CONTRACTS).
252.246-7003 NOTIFICATION OF POTENTIAL SAFETY ISSUES
[Applicable to
Orders for (1) parts defined as critical safety items in accordance with this
clause,
(2) systems and subsystems, assemblies, and subassemblies integral to a system,
and
(3) repair maintenance, logistics support or overhaul services for systems and
subsystems, assemblies, subassemblies, and parts integral to a system].
252.247-7003 PASS-THROUGH OF MOTOR CARRIER FUEL SURCHARGE
ADJUSTMENT TO THE COST BEARER [Applicable to Orders with motor
carriers, brokers, or freight forwarders].
252.247-7023 TRANSPORTATION OF SUPPLIES BY SEA.
52.249-8 DEFAULT (FIXED-PRICE SUPPLY AND SERVICE).
28.11 The following DFARS clause(s) apply to this Contract if the value of this
Contract equals or exceeds $500,000
225.226-7001 UTILIZATION OF INDIAN ORGANIZATIONS AND
INDIAN- OWNED ECONOMIC ENTERPRISES, AND NATIVE HAWAIIAN
SMALL BUSINESS CONCERNS

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