Flow Down Clauses


US GOVERNMENT END USER STANDARD PO CLAUSES

If a PO is for products or services for which the US Government or any department or agency is the end user, the following clauses apply:

  • MERCURY EXCLUSION. Mercury or mercury containing compounds shall not be intentionally added or come in direct contact with hardware or supplies furnished under this Order.
  • POLYCHLORINATED BIPHENYLS PROHIBITION. Seller shall not employ equipment or use material that is known or suspected of containing polychlorinated biphenyls.
  • BRASS AND COPPER BLACK OXIDE COATED THREADED FASTENER PROHIBITION. Seller shall not use brass or copper black oxide coated threaded fasteners when installing or replacing threaded fasteners in the accomplishment of any work required by this Order.
  • DEFENSE FEDERAL ACQUISITION REGULATION SUPPLEMENT (DFARS). Material must be mined, produced, or manufactured in a qualifying country as specified in DFARS 225.872–1.
  • Additional US Government Flow Down Clauses may be found at this link: USGOVA Flowdown Clauses

 

PRIORITY RATING

For orders with a DPAS priority rating the following clauses apply: 

  • If so identified, this Contract is a “rated order” certified for national defense use, emergency preparedness, and energy program use, and the SELLER shall follow all the requirements of the Defense Priorities and Allocation System (DPAS) Regulation (15 C.F.R. Part 700). 
  • Levels of priority: There are two levels of priority established by this regulation, identified by the rating symbols “DO” and “DX”.  All DX rated orders take preference over DO rated orders and unrated orders. Customer notification requirements. (1) A person must accept or reject a rated order and transmit the acceptance or rejection in writing (hard copy), or in electronic format, within fifteen (15) working days after receipt of a DO rated order and within ten (10) working days after receipt of a DX rated order. If the order is rejected, the person must also provide the reasons for the rejection, pursuant to paragraphs (b) and (c) of C.F.R 15 Part 700 Subpart D, Section 700.13, in writing (hard copy) or electronic format.


QUALITY CONTROL SYSTEM

  • SELLER agrees to provide and maintain a quality control system to an industry recognized Quality Standard and to provide access to SELLER’s facilities at all reasonable times by Cornell-Carr, authorized Customer representatives, and Regulatory Authorities.  SELLER agrees to include, and to require its subcontractors to include, the substance of this provision, including this sentence, in each of its subcontracts under this Contract. Further, SELLER shall be in compliance with any other specific quality requirements identified in this Contract.
  • SELLER agrees to provide and maintain a quality control system to an industry recognized Quality Standard and to provide access to SELLER’s facilities at all reasonable times by Cornell-Carr, authorized Customer representatives, and Regulatory Authorities.  SELLER agrees to include, and to require its subcontractors to include, the substance of this provision, including this sentence, in each of its subcontracts under this Contract. Further, SELLER shall be in compliance with any other specific quality requirements identified in this Contract.
  • Records of all quality control inspection work by SELLER shall be kept complete and available to Cornell-Carr and its Customers.
  • SELLER agrees to notify Cornell-Carr Procurement Representative of product that does not meet the requirements of this order that cannot be reworked to compliance.  Written Approval will be required by Cornell-Carr Procurement Representative prior to SELLER’s shipment of nonconforming material to Cornell-Carr. Additionally, SELLER shall notify Cornell-Carr Procurement Representative if SELLER discovers that previously delivered product does not meet the requirements of this order. 
  • SELLER agrees to notify Cornell-Carr Procurement Representative with changes in product and/or process which affect compliance with applicable Specifications, Technical Data Sheets, or reliability of the product, changes of suppliers, and changes of manufacturing facility locations.
  • All hardware, data, other documentation, tooling and equipment required by SELLER during the performance of this order shall be maintained under configuration control.  Cornell-Carr’s approval of the drawing package shall constitute a baseline release for hardware fabrication.  Cornell-Carr’s approval of other such documentation shall likewise constitute a baseline release for applicable activities.  Upon receipt of such approval, the SELLER shall not implement any change in design, processes, controls, parts or proprietary data released to Cornell-Carr thereafter to internal functions or second-tier suppliers without Cornell-Carr’s prior written approval. 
  • The SELLER shall submit Major Engineering Change Orders (ECO’s) to Cornell-Carr for written approval prior to implementing any such changes.   Cornell-Carr’s approval shall in no way relieve the SELLER from complying with the requirements of the order, nor shall approval relieve the SELLER’s technical responsibility for the design.  The SELLER shall further submit Minor ECO’s for informational purposes.  Any SELLER classification disagreements shall be referred to Cornell-Carr for a final decision.

 

SUSPECT/COUNTERFEIT PARTS

  • “Suspect/counterfeit parts” are parts that may be of new manufacture, but are misleadingly labeled to provide the impression they are of a different class or quality or from a different source than is actually the case. The term "suspect/counterfeit parts" also includes refurbished parts, with or without false labeling, that are represented as new parts or any parts that are designated as suspect by the U.S. Government, including but not limited to parts listed in alerts published by the Defense Contract Management Agency under the Government-Industry Data Exchange Program (GIDEP).
  • Seller will ensure that suspect/counterfeit parts are not incorporated into any Products. The intentional or unintentional use, incorporation, or delivery of suspect/counterfeit parts is strictly prohibited. This includes a suspect/counterfeit part’s being provided either as an end item deliverable or as a component or subcomponent of an end item deliverable under this Order.
  • Seller represents and warrants that it has policies and procedures in place to ensure that none of the Products furnished to Buyer under this Order are or contain “suspect/counterfeit parts.” Seller further certifies, to the best of its knowledge and belief, that no “suspect/counterfeit parts” have been or will be furnished to Buyer by Seller under this Order.
  • If Seller becomes aware or suspects that it has furnished suspect/counterfeit parts or if Buyer determines, including as a result of alerts from the U.S. Government, that Seller has supplied suspect/counterfeit parts to
  • Buyer and so notifies Seller, Seller shall immediately replace the suspect/counterfeit parts with parts acceptable to Buyer and conforming to the requirements of this Order. Notwithstanding any other provision of this Order, Seller shall be liable for all costs incurred by Buyer to remove and replace the suspect/counterfeit parts, including without limitation all costs incurred by Buyer relating to the removal of such suspect/counterfeit parts, the reinsertion of replacement parts and any testing necessitated by the reinstallation of Seller's Products after suspect/counterfeit parts have been exchanged. The parties agree that Seller will pay Buyer’s actual costs and Buyer’s labor at Buyer’s fully-burdened hourly rates (as appropriate) utilizing the then-current Government-approved rate set authorized for change-order activity. All such costs shall be deemed direct damages.
  • Buyer may, at its discretion:
    1. Remove and or retain or both all Products supplied by Seller that are suspected of being or containing suspect/counterfeit parts pending reporting to the appropriate law enforcement authorities and final disposition of the Products by them. Seller shall be liable for all costs relating to Buyer’s removal and retention of the suspect/counterfeit parts.
    2. Turn over to the appropriate authorities (e.g., without limitation, the Defense Criminal Investigative Service, Naval Criminal Investigative Service, Federal Bureau of Investigation, Offices of the Inspector General, etc.) any Products suspected of being or containing suspect/counterfeit parts and reserves the right to withhold payment for the Products pending the results of any investigation or proceedings related to the matter.
  • Seller’s warranty against suspect/counterfeit parts shall survive any termination or expiration of this Order.
  • Seller shall insert a clause containing all of the terms of this provision in all subcontracts under this Order.

  

CONFLICT MINERALS

As of the time of award of this Order, Seller represents that: 

  • The Product(s) Seller will be supplying under this Order do not contain (a) gold or (b) tantalum, tin, or tungsten (derivatives of columbite-tantalite (coltan), cassiterite, and wolframite); or
  • Alternatively, if the Product(s) contain gold, tantalum, tin, or tungsten, Seller agrees to provide the Buyer one of the following completed forms prior to delivery of the Product(s):
    1.  The Global E-Sustainability Initiative Conflict Minerals Reporting Template (“GeSI Template”) available at http://www.conflictfreesourcing.org/conflict-minerals-reporting-template/, with “Product” selected under the “Declaration Scope or Class” field;
    2. Buyer’s Form SBF P9516, “Conflict Minerals Disclosure,” for such Product(s) which is incorporated herein by reference and may be accessed at https://spars.huntingtoningalls.com/PROCUREMENT/forms/SBFP9516.docx (NOTE: Buyer plans to phase out this form in 2015); or
    3. Written documentation about the source of Conflict Minerals in the Product(s) that provides substantively similar information to that requested by the GeSI Template or Buyer’s form SBF P9516.