EXHIBIT 10(k) Fixed Price Subcontract dated August 15, 1997, between the
Company and ManTech Systems Engineering Corporation.
------------------------------------------------------------------------
NOTE: Information has been redacted from the following agreement. The location
of such redacted information is identified by asterisks (*). Such information
is confidential and has been omitted pursuant to 17 C.F.R. Reg. Section
240.24b-2 and 17 C.F.R. Reg. Section 230.406 or filed separately with the
Securities and Exchange Commission.
------------------------------------------------------------------------
FIXED PRICE SUBCONTRACT
#EIP-001-97
BETWEEN
MANTECH SYSTEMS ENGINEERING CORPORATION
AND EIP MICROWAVE, INCORPORATED
This is an indefinite quantity, fixed price supply contract
(Subcontract) between ManTech Systems Engineering Corporation ("Buyer"), having
offices located at ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
and EIP Microwave, Inc. ("Seller"), with offices at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, for the supply by Seller of Radio Frequency Signal Generator
and Radio Frequency Down Converter.
The effective date of this Subcontract is AUGUST 15 , 1997. The
Subcontract will be for a term of five years commencing on the effective date.
The following Sections attached hereto, are incorporated herein:
SECTION DESCRIPTION
Section A Supplies and Services to Be Furnished
Section B Delivery Schedule/Period of Performance
Section C Description and/or Specifications of Supplies and/or
Services to Be Furnished
Section D Procurement Requirements
Section E Warranty Plan
Section F Purchase Order Terms and Conditions, T-1 (9-91)
Section G Part II, Contract Clauses
Section H Purchase Description and Statement of Work
AGREED: AGREED:
ManTech (Buyer) EIP Microwave, Inc. (Seller)
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------- ------------------------------------
Authorized Signature Authorized Signature
Name Printed: ▇▇▇▇ ▇. ▇▇▇▇▇ Name Printed: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------- -------------------------
Title: Senior Vice President Title: President
----------------------------- ---------------------------------
Date Signed: 9 September 1997 Date Signed: 5 September 1997
----------------------- ---------------------------
Page 1
FIXED PRICE SUBCONTRACT
#EIP-001-97
BETWEEN
MANTECH ENGINEERING SYSTEMS CORPORATION
AND
EIP MICROWAVE, INC.
EXECUTED ON 5 SEPTEMBER, 1997
WITH CORRECTIONS
PREPARED BY ▇▇▇▇ ▇▇▇▇▇
National Sales Manager
Page 2
SECTION A - SUPPLIES AND SERVICES TO BE FURNISHED
EIP MICROWAVE, INC.
a. General.
The initial delivery requirements shall be per Purchase Order #TETS0004, the
components of which will be delivered in accordance with the schedule provided
in Purchase Order #TETS0004. Following the initial purchases, Buyer may purchase
additional units by the placement of Purchase Orders. Quantities ordered on any
Purchase Order shall be limited to a minimum of one and a maximum of 100.
PRODUCTION UNITS OPTION - (F.O.B. Destination)
RF COMPONENT -
--------------------
EIP 1143A WITH FM
OPTION
--------------------
Contract Minimum 75 Maximum 426
Per Purchase Order Minimum 1 Maximum 100
-------------------------------------------------------------------------------
Quantity
Increments 1997 1998 1999 2000 2001 2002
-------------------------------------------------------------------------------
1-9 per unit *** *** *** *** *** ***
-------------------------------------------------------------------------------
10-24 per unit *** *** *** *** *** ***
-------------------------------------------------------------------------------
25-49 per unit *** *** *** *** *** ***
-------------------------------------------------------------------------------
50-99 per unit *** *** *** *** *** ***
-------------------------------------------------------------------------------
100-213 per unit *** *** *** *** *** ***
-------------------------------------------------------------------------------
213-426 per unit *** *** *** *** *** ***
-------------------------------------------------------------------------------
After a total quantity of 213 units have been delivered all other unit prices
are as above minus *** each.
-------------------------------------------------------------------------------
--------------
EIP
1315A-D1
--------------
Contract Minimum 75 Maximum 426
Per Purchase Order Minimum 1 Maximum 100
-------------------------------------------------------------------------------
Quantity
Increments 1997 1998 1999 2000 2001 2002
-------------------------------------------------------------------------------
1-9 per unit *** *** *** *** *** ***
-------------------------------------------------------------------------------
10-24 per unit *** *** *** *** *** ***
-------------------------------------------------------------------------------
25-49 per unit *** *** *** *** *** ***
-------------------------------------------------------------------------------
50-99 per unit *** *** *** *** *** ***
-------------------------------------------------------------------------------
100-213 per unit *** *** *** *** *** ***
-------------------------------------------------------------------------------
213-426 per unit *** *** *** *** *** ***
-------------------------------------------------------------------------------
Page 3
EXTENDED WARRANTY (BASIC SYSTEM) - (F.O.B. DESTINATION)
FIRST EXTENSION
Contract & Delivery Order Limitations
Contract Minimum 1 Maximum 570
Per Purchase Order Minimum 1 Maximum 100
-------------------------------------------------------------------------------
Delivery Ordering Years
Quantities -------------------------------------------------------
2 3 4 5 6
-------------------------------------------------------------------------------
1-299 ea. Per Unit *** *** *** *** ***
-------------------------------------------------------------------------------
300-570 ea. Per Unit *** *** *** *** ***
-------------------------------------------------------------------------------
SECOND EXTENSION
Contract & Delivery Order Limitations
Contract Minimum 1 Maximum 570
Per Purchase Order Minimum 1 Maximum 100
-------------------------------------------------------------------------------
Delivery Ordering Years
Quantities -------------------------------------------------------
3 4 5 6 7
-------------------------------------------------------------------------------
1-299 ea. Per Unit *** *** *** *** ***
-------------------------------------------------------------------------------
300-570 ea. Per Unit *** *** *** *** ***
-------------------------------------------------------------------------------
Page 4
SECTION B - DELIVERY SCHEDULE/ PERIOD OF PERFORMANCE
DELIVERY SCHEDULE:
Item Delivery Date Quantity
---- ------------- --------
RF Signal Generator and RF Down Converter
1143A November 17, 1997 4 each
1315A-D1 November 17, 1997 4 each
PERIOD OF PERFORMANCE:
The period of performance of this Subcontract is 15 August 1997 to 14 August
2004.
Page 5
SECTION C - DESCRIPTION AND/OR SPECIFICATIONS OF SUPPLIES AND/OR SERVICES TO BE
FURNISHED
Perform all work in accordance with the specifications and requirements, as
contained within the U.S. Marine Corps Contract No. M67854-97-D-3047 and the
attached Purchase Description, MARCORSYSCOM-PD-95-006, with the revisions and
updates incorporated.
In addition, Seller shall meet the following requirements for the 1315A:
1. Detected video output shall be switchable between detector output and IF
output.
2. Additional gain shall be added to allow operation of Boonton Modulation
Meter at 10mV sensitivity with input level of 3mV. Gain shall be linear to
allow AM measurements without distortion.
Page 6
SECTION D - PROCUREMENT REQUIREMENTS
Any resulting Subcontract award shall contain the following provisions (where
applicable).
D-1 GENERAL CONDITIONS
The applicable provisions of the attached Purchase Order Terms and Conditions,
Terms T-1 (R. 9-91) are hereby incorporated herein by reference.
D-2 ADDITIONAL GENERAL CONDITIONS
Contract No. M67854-97-D-3047, Part II- Contract Clauses and Part IV -
Representations and Instructions are incorporated herein.
D-3.1 CORRESPONDENCE
All correspondence applicable to this Subcontract, including copies of letters
of submittal, shall be forwarded to the attention of the cognizant ManTech
Buyer/Subcontract Administrator.
D-3.2 TECHNICAL DIRECTION AND SURVEILLANCE
(A) The work to be performed by the Seller under this Subcontract is subject to
the surveillance and written Technical Direction of the ManTech Project
Engineer. Technical Direction is defined as that ManTech direction to the Seller
which clarifies details, suggests possible lines of inquiry, or otherwise more
specifically defines the work set forth herein. In addition, the Project
Engineer is authorized to make the final evaluation and acceptance of end item
documentation required by this Subcontract. The Technical Direction to be valid:
(1 ) Must be issued in writing consistent with the general scope of work
set forth in this Subcontract;
(2) May not modify the Task Description or change the expressed terms and
conditions of this Subcontract;
(3) Shall not commit ManTech to any adjustment of the total price or other
provisions
(B) In the event any ManTech Technical Direction is interpreted by the Seller to
fall within the clause of the Conditions of Purchase hereof entitled "Changes,"
the Seller shall not implement such direction, but shall:
(1) Notify the Buyer in writing of such interpretation within five (5)
working days after the Seller's receipt of such direction. Such notice shall (i)
include the reasons upon which the Seller bases its belief that the Technical
Direction falls within the purview of the "Changes" clause, and (ii) include the
Seller's best estimate as to revision in total price, performance time, delivery
schedules and any other contractual provisions that would result from
implementing the Technical Direction.
(2) If, after reviewing the information presented pursuant to Subparagraph
(1) above, the Buyer is of the opinion that such direction is within the purview
of the "Changes" clause, Buyer will issue direction to proceed in accordance
with the provisions of the "Changes" clause.
D-3.3 CONTRACTUAL DIRECTION
Contractual direction, including any changes, alterations, or modifications to
this Subcontract must be made in writing and to be binding must be executed by a
duly authorized representative of ManTech's Procurement Department or by an
officer of ManTech. In addition, technical information will originate from the
cognizant ManTech technical representative and be transmitted by the cognizant
buyer / subcontract administrator.
D-3.4 DELIVERY POINT
The delivery point of all items to be delivered by the Seller hereunder shall be
F.O.B. Milpitas, CA and unless the Seller is notified to the contrary shall be
marked for delivery to ManTech addressed as follows:
ManTech Systems Engineering Corporation
Technology Support Operations Center
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
D-3.5 POINT OF INSPECTION OF ACCEPTANCE
Page 7
Notwithstanding any prior preliminary inspection and/or acceptance, final
acceptance of all supplies and services shall be made at the ManTech delivery
point specified in the preceding paragraph. Final acceptance of any supplies or
services shall not be deemed a waiver of any warranty contained herein.
D-3.6 NOTICE OF DELAY
In addition to its obligation herein with respect to notice of labor disputes,
FAR 52.222-1, whenever any other actual or potential event is delaying or
threatening to delay delivery of the goods or performance or the services under
this purchase order, the Seller shall as soon as possible give notice thereof to
the cognizant Buyer/Subcontract Administrator.
D-3.7 INVOICES
All invoices shall be sent to the following address:
ManTech Systems Engineering Corporation
Technology Support Operations Center
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Procurement Analyst
To avoid delays in processing your invoices, segregate shipments and invoices by
prime contract number and indicate the following on your invoices:
1. Purchase order number and line item number
2. Purchase order part number and description
3. Quantity shipped
4. Unit prices, extended prices and total invoice price
5. ManTech assigned serial number (if applicable)
D-3.8 PERMITS AND LICENSES
The Seller shall procure and keep effective all necessary permits and licenses
required by the Federal, state and local government or subdivision thereof, or
of any other duly constituted public authority in performance of the work unless
otherwise directed by the Subcontract Administrator, and shall obey and abide by
all applicable laws, regulations, or ordinances.
D-3.9 ORGANIZATIONAL CONFLICT OF INTEREST
(A) If, in the performance of work under this Subcontract, the Seller has access
to proprietary data of other companies, the seller shall protect such
proprietary data, trade secrets, confidential information or restricted data
received in connection with the work under this Subcontract in accordance with
FAR 9.5. In addition, the Seller shall not be permitted to utilize the
proprietary data in competing for any Government contract.
(B) The Seller agrees to include Paragraph A of this article in every
subcontract.
D-3.10 OBSERVANCE OF REGULATIONS
(A) In performing in any capacity while on site at a Government installation,
the Seller shall comply with all applicable regulations and procedures which
apply to Government and Seller personnel assigned to support these
installations.
(B) Any company-to-company arrangements between United States and foreign
industry shall be in accordance with the International Traffic in Arms
Regulations (22 CRF 121) or the Export Administration Regulation (15 DFR
364-399), as appropriate.
D-3.11 SELLER'S RELEASE
Seller and each assignee under an assignment entered into under this Subcontract
and in effect at the time of final payment under this Subcontract shall, if
required, execute and deliver at the time of final payment, a release
discharging ManTech, its officers, agents and employees of, and from all
liabilities, obligations and claims arising out of or under this Subcontract.
The form and terminology for such release will be furnished by ManTech.
D-3.12 ASSIGNMENT
The interest of Seller under this Subcontract and any other right or obligation
arising
Page 8
hereunder, shall not be assigned or transferred to any third party, nor may any
security interest therein be created without the prior written consent of the
Buyer.
D-3.13 LIMITATION ON THE PAYMENT OF FUNDS TO INFLUENCE FEDERAL TRANSACTION
FAR Clause 52.203-11 titled "Certification and Disclosure Regarding Payments to
Influence Certain Federal Transaction (Jan 1990)", and FAR Clause 52.203-12
titled-"Limitation on Payments to Influence Certain Federal Transaction - (Jan
1990)" are incorporated herein. In addition to any other remedies provided by
law or this notice, if ManTech is subjected to pecuniary liability as the result
of Seller's or its lowest tier subcontractor's failure to comply with the
requirements of P.L. 101-121, then Seller agrees to indemnify and hold ManTech
harmless to the full extent of any loss, damages, or expenses resulting from
such a failure.
D-3.14 GOVERNMENT /MANTECH PROPERTY AND FACILITIES
The Seller certifies that the price of this Subcontract does not include a
direct or indirect charge for rent for the use of and Government Owned
Facilities, and that it is not subject to a Government Facilities Contract under
which the price stated herein could be reduced through the application of
Rent-Free Use of Government Owned Facilities.
D-3.15 SUBCONTRACTING PLAN
Prior to award of a Purchase Order valued at $500,000 or more, the successful
bidder, if classified as a large business, shall submit a subcontracting plan in
consonance with FAR 52.219-9.
D-3.16 SUPPORTING COST OR PRICING DATA
FAR 52.215-24 shall-apply in the event the purchase order is $500,000 or more or
Seller shall provide completed Form 1449.
D-3.17 MANTECH VISITATION
ManTech and /or ManTech's customer, shall have the right to send representatives
to visit the Seller's facilities to determine the compliance with the
requirements of this purchase order. Without additional charges the Seller shall
make their facilities available for these activities and provide reasonable
support for the safety and convenience of these representatives during their
stay at Seller's premises and facilities.
D-3.18 CERTIFICATION REGARDING SUSPENSION AND DEBARMENT
As a condition of award, Seller agrees to execute and return one copy of the
enclosed FAR 52.209-5, entitled "Certification Regarding Debarment, Suspension,
Proposed Debarment, and Other Responsibility Matters," provided in that attached
Section K.6, Part IV of the RFP.
D-3.19 PROCUREMENT INTEGRITY
Seller is aware of and understands its responsibilities and obligations under
Section 6, Procurement Integrity of the Office of Federal Procurement Policy Act
Amendments of 1988, P.L. 100-679, Section 6, 102 STAT. 4056, 41U.S.C. Section
423, and understands that the controlling ManTech Prime Contract may be subject
to price reduction, termination for default, and other Government remedies on
the basis of a violation by Seller of any of the provisions of said statue.
Accordingly, Seller agrees to indemnify and hold ManTech harmless against any
loss or damage suffered by ManTech as a result of any violation by Seller of any
of the provisions of said statute.
ManTech shall promptly provide to Seller a copy of any written notice received
from the Government alleging a violation by Seller of any of the provisions of
said statute and shall give Seller reasonable opportunity to participate in any
arguments or proceedings relative to a Government determination of such
violation.
D-3.20 VALUE ENGINEERING
The provisions contained in the Prime Contract entitled, Value Engineering
Incentive Clause (APR l984) are incorporated herein and made part hereof.
D-3.21 QUALITY REQUIREMENTS
As contained in Prime Contract No. M67854-97-D-3047.
D-3.22 WARRANTY
Seller shall comply with all terms and conditions of the enclosed warranty plan.
Page 9
D-3.23
Notwithstanding anything to the contrary stated herein, the parties hereby agree
that neither shall be liable to the other for special, indirect, incidental or
consequential damages, such as, but not limited to lost profits, claims due to
third party claims or any punitive damages arising under this Subcontract.
D-3.24 ORDER OF PRECEDENCE
In the event conflicting terms occur herein, the conflicting provisions shall
prevail in the following order of precedence:
1. Purchase Order # TETS0004
2. Section A of this Subcontract
3. Terms and Conditions set forth in the Prime Contract
4. Section D of this Subcontract
5. Section B of this Subcontract
6. Purchase Order Terms and Conditions (Government) Fixed Price Supply, Terms
T-1 (R. 9-91)
Page 10
SECTION E - WARRANTY PLAN
WARRANTY PLAN
FOR
THE THIRD ECHELON TEST SYSTEM
(TETS)
Page 11
Table of Contents
Page
----
1.0 GENERAL.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
1.1 Scope. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
1.2 Purpose. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
1.3 Applicability. . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
2.0 STATEMENT OF WARRANTY.. . . . . . . . . . . . . . . . . . . . . . . . . . 3
2.1 Terms of Warranty. . . . . . . . . . . . . . . . . . . . . . . . . . 3
2.2 Warranty of Items Repaired under Warranty. . . . . . . . . . . . . . 3
2.3 Warranty Period. . . . . . . . . . . . . . . . . . . . . . . . . . . 3
2.3.1 EXTENDED WARRANTY PERIOD(S). . . . . . . . . . . . . . . . 3
2.4 Warranty Items.. . . . . . . . . . . . . . . . . . . . . . . . . . . 3
2.5 Nullification of Warranty Conditions.. . . . . . . . . . . . . . . . 4
3.0 RESPONSIBILITIES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
3.1 Vendor's Responsibilities. . . . . . . . . . . . . . . . . . . . . . 5
3.2 Government Responsibilities. . . . . . . . . . . . . . . . . . . . . 5
4.0 CLAIM PROCEDURES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
4.1 Identification of Failed Items.. . . . . . . . . . . . . . . . . . . 5
4.2 Disposition. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
4.3 Documentation. . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
4.3.1 DOCUMENTATION OF FAILED ITEMS. . . . . . . . . . . . . . . 5
4.3.2 DOCUMENTATION OF FALSE RETURNS.. . . . . . . . . . . . . . 5
4.4 False Returns. . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
4.4.1 VERIFICATION AND PENALTY OF FALSE RETURN. . . . . . . . . 5
4.4.2 DISPOSITION OF FALSE RETURN. . . . . . . . . . . . . . . . 6
5.0 CLAIM DENIALS.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
6.0 ALLOWANCE FOR MARINE CORPS REPAIR. . . . . . . . . . . . . . . . . . . . 6
7.0 STORAGE, SHIPMENT AND HANDLING OF WARRANTY ITEMS. . . . . . . . . . . . . 6
7.1 [Intentionally omitted]
7.2 Shipment.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
7.3 Handling.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
8.0 REPAIR/REPLACEMENT TURN-AROUND. . . . . . . . . . . . . . . . . . . . . . 6
8.1 Spares/Replacement Philosophy. . . . . . . . . . . . . . . . . . . . 6
9.0 QUALITY ASSURANCE FOR THE WARRANTY PROGRAM. . . . . . . . . . . . . . . . 6
10.0 GOVERNMENT ACCEPTANCE.. . . . . . . . . . . . . . . . . . . . . . . . . . 7
11.0 MARKING OF EQUIPMENT WITH WARRANTY INFORMATION. . . . . . . . . . . . . . 7
12.0 TRACKING OF WARRANTY ITEMS. . . . . . . . . . . . . . . . . . . . . . . . 7
13.0 EXTENDED WARRANTY OPTIONS.. . . . . . . . . . . . . . . . . . . . . . . . 7
14.0 WARRANTY REPORTING . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
14.1 Warranty Status Reports. . . . . . . . . . . . . . . . . . . . . . . 8
Page 12
WARRANTY PLAN
1.0 GENERAL.
This document describes the TETS Warranty Plan and its implementation. The plan
defines the basic warranty, and extended warranty, delineates responsibilities,
and covers procedures required to implement the plan.
1.1 Scope.
The plan covers all items of TETS, its instruments, power supplies, components,
cable assemblies and other items.
1.2 Purpose.
The purpose of this plan is to define TETS elements covered by warranty and
identify methods and processes required to facilitate orderly and rapid
disposition of warranty claims and repairs.
1.3 Applicability.
The Plan applies to all components of the TETS.
2.0 STATEMENT OF WARRANTY.
TETS components and system shall be warranted against defects in materials and
workmanship for a period of one year unless optional warranty periods are
ordered. If Vendor receives notice of such defects during the warranty period,
Vendor shall repair or replace the defective component. If ManTech returns
supplies to Vendor for correction or replacement under this warranty, Vendor
will be liable for transportation charges up to an amount equal to the cost of
transportation by the usual commercial method of shipment from the place of
delivery specified in this contract (irrespective of the f.o.b. point or the
point of acceptance) to Vendor's plant and return to the place of delivery
specified in the contract. Vendor will also bear the responsibility for the
supplies while in transit.
2.1 Terms of Warranty.
Vendor warranty is limited to the terms specified herein the Warranty Plan. The
remedies provided herein are ManTech's sole and exclusive remedies. Unless
required by applicable law, in no event shall Vendor be liable for direct,
indirect, special, incidental or consequential damages whether based on
contract, tort, or any other legal theory.
2.2. Warranty of Items Repaired Under Warranty.
All items repaired under the warranty will be warranty after repair for *** days
after return to ManTech. This repair warranty is limited to the items replaced
in the defective component.
2.3 Warranty Period.
Vendor will provide a warranty for the system and all components which comprise
the TETS for a period of one year commencing upon Government acceptance of the
first production lot. Each production lot thereafter will be warranted for a
period of one year upon ManTech acceptance. The warranty covers individual TETS
systems and the coverage period will be extended by the amount of time required
to correct a defect. For supplies this is the period of time from the date a
defective item is received by Vendor to the date of delivery of the corrected or
replaced item. For services, this is the period of time from the date of
notification of the defect by the Contracting Officer to the date of the
re-performed services.
2.3.1 EXTENDED WARRANTY PERIOD(S). Extended warranty period(s) are
available and will be determined during the initial phase of this program. The
extended period warranties will be based on performance data and failure data
experienced during the initial phase. The resulting extended warranty will be
tailored to meet Marine Corps requirements.
2.4 Warranty Items.
Table 2.4-1 lists all warranty items.
Page 13
Table 2.4-1. Warranty Items>
--------------------------------------------------------------------------------
NUMBER ITEM
--------------------------------------------------------------------------------
1 MTS-TETS Test Set
--------------------------------------------------------------------------------
2 VXI/MXI Controller -1
--------------------------------------------------------------------------------
3 Digital Test Subsystem Controller
--------------------------------------------------------------------------------
4 Digital Test Subsystem I/O - 1
--------------------------------------------------------------------------------
5 Digital Test Subsystem I/O - 2
--------------------------------------------------------------------------------
6 Digital Test Subsystem I/O - 3
--------------------------------------------------------------------------------
7 Switching - 1
--------------------------------------------------------------------------------
8 Switching - 2
--------------------------------------------------------------------------------
9 Switching - 3
--------------------------------------------------------------------------------
10 Switching - 4
--------------------------------------------------------------------------------
11 RF Switching
--------------------------------------------------------------------------------
12 Digital Multimeter
--------------------------------------------------------------------------------
13 Arbitrary Waveform
--------------------------------------------------------------------------------
14 Digital Oscilloscope
--------------------------------------------------------------------------------
15 Counter/Timer
--------------------------------------------------------------------------------
16 Function Generator
--------------------------------------------------------------------------------
17 RF Stimulus Synthesizer
--------------------------------------------------------------------------------
18 RF Receiver
--------------------------------------------------------------------------------
19 RF Digitizer
--------------------------------------------------------------------------------
20 RF Power Meter
--------------------------------------------------------------------------------
21 Instrument Controller
--------------------------------------------------------------------------------
22 Power Converter
--------------------------------------------------------------------------------
23 Power Module>
--------------------------------------------------------------------------------
Note: This list will be updated and finalized during the initial phase of
the TETS program.
2.5 Nullification of Warranty Conditions.
The TETS warranty is void if the user has made unauthorized repairs, improper
installation or improper use of the system, physical damage or power surges.
3.0 RESPONSIBILITIES.
To ensure a smoothly working warranty administration, responsibilities must be
clearly defined and understood by both Vendor and ManTech. The following
paragraphs outline and define these responsibilities.
3.1 Vendor's Responsibilities.
Page 14
The warranty administration for the TETS Program is the responsibility of the
TETS ILS Manager. He reports directly to the Vendor TETS Program Manager and is
charged with expediting, tracing and reporting all warranty claims and repairs.
During the pre-warranty period he will develop or modify internal procedures to
accommodate the warranty repair requirement for the TETS. A 24-hour Bulletin
Board, accessible by an 800 number, will be used to provide status accounting to
the TETS users.
The ILS Manager will be the single point of contact at Vendor for all warranty
issues and will establish a close working relationship with his Marine Corps
counterpart.
3.2 Government Responsibilities.
It is assumed that the Marine Corps will designate the TETS Program ILS Manager
as the authorized representative for all warranty implementation activities. He
will be responsible for coordinating all warranty activities with Vendor.
4.0 CLAIM PROCEDURES.
Warranty claims will be initiated by the using activity for all warranted items
utilizing standard warranty maintenance request forms. Claim action must be
authorized by the cognizant personnel who then will contact the Vendor ILS
Manager and expedite the claim.
4.1 Identification of Failed Items.
All items returned to Vendor will be tagged. As a minimum this tag will contain
item part number, serial number of the TETS system, item serial number, brief
description of defect or failure, contract number and date of defect or failure.
4.2 Disposition.
Upon receipt of the warranty item, Vendor will use its standard procedures to
log-in and identify the item in the warranty data base. After proper
identification, the item will be examined by Vendor's engineering personnel and
a determination will be made as to the failure mode or defect and its warranty
status. Once the warranty status is verified, corrective action will be
initiated to return the item to full operational and warranty status.
4.3 Documentation.
Documentation is an important factor not only affecting warranty costs but
serving also as an invaluable tool in warranty disputes. The following
paragraphs summarize the warranty documentation procedure for the TETS.
4.3.1 DOCUMENTATION OF FAILED ITEMS. Each warranty claim will be
documented utilizing Vendor's standard procedures. In essence, all data
pertaining to this item will be entered in the Warranty Data Base which includes
evaluation data, repair action, failure mode and all other pertinent technical
data that fully documents the warranty action. This procedure uses prompts and
menus to collect all required warranty data, disposition and status.
4.3.2 DOCUMENTATION OF FALSE RETURNS. The same procedure and documentation
steps will be followed for this task as delineated in 4.3.1. Additionally, a
form (in electronic format) will be filled out showing evaluation data leading
to the "False Return" determination. If required, photographs, scope traces or
other visual/graphic evidence will be added to the data base by the electronic
scanning process.
4.4 False Returns.
Vendor will be responsible for internal labor and all shipping charges incurred
for false pulls that are attributed to ineffective maintenance documentation or
software. If there are a number of "False Returns," Vendor will investigate the
cause and correct any problem in the provided maintenance documentation and
software.
4.4.1 VERIFICATION AND PENALTY OF FALSE RETURN. If, upon analysis of the
"False Return" by Vendor or component suppliers, determination is made that the
item was not defective due to workmanship or material, the item will be
classified as "False Return."
4.4.2 DISPOSITION OF FALSE RETURN. Upon completion of evaluation and
analysis, "False Return" items will be returned to the originating activity. No
change in warranty status will be made.
Page 15
5.0 CLAIM DENIALS.
Given the fact that TETS is a COTS based system, it is difficult to envision a
denial of claim for warranty. The process is best discussed, defined and
negotiated during the formal contract negotiation phase.
6.0 ALLOWANCE FOR MARINE CORPS REPAIR.
The Maintenance Plan for the TETS Program defines the level of repair authorized
on all maintenance levels. This document lists all items that can be repaired
as part of the normal maintenance activities. No disassembly or physical
removal of piece parts is authorized during the warranty period.
7.0 STORAGE, SHIPMENT AND HANDLING OF WARRANTY ITEMS.
If ManTech returns supplies to Vendor for correction or replacement under this
warranty, Vendor will be liable for transportation charges up to an amount equal
to the cost of transportation by the usual commercial method of shipment from
the place of delivery specified in this contract (irrespective of the f.o.b
point or the point of acceptance) to Vendor's plant and return to the place of
delivery specified in the contract. Vendor will also bear the responsibility
for the supplies while in transit (one way only when EIP ships to ManTech).
7.1 [Intentionally omitted]
7.2 Shipment.
Warranty items will be shipped by commercial carriers. Typically, for small
items they are UPS or Federal Express. Larger items are shipped by certified
common freight lines or, if authorized, by air freight on authorized commercial
airlines.
Packaging will be in accordance with commercially accepted practices.
Basically, these practices or standards are those used by PC or computer
manufacturers and are deemed appropriate for the TETS Program. Packaging
material will consist of ESD wrapping, foam inserts, water-resistant outside
containers or transit cases. All individually packaged circuit boards or
modules will be first packaged in ESD protective cellophane bags and fitted into
double-walled corrugated boxes lined with anti-static low-density polyurethane
foam. All corrugated boxes will be constructed of fiberboard and certified to
withstand normal transportation hazards.
All individual containers will be identified with customer name, organization,
address, contract number, part number and consecutive numerical markings if the
shipment consists of more than one package.
One copy of the packaging sheet showing contract or delivery order numbers and
containing and itemized list of contents will be placed in an envelope and
attached to the outside of No. 1 container or the first package of each
shipment, as is standard industry practice.
7.3 Handling.
All handling of warranty items will follow Vendor's standard practices.
A warranty repair order is scheduled, consolidated, packaged, shipped, delivered
as one shipment on a given day.
Vendor's Shipping Supervisor and common carrier driver will review the ▇▇▇▇ of
Lading against actual containers loaded. The documents will then be signed and
retained for their respective files. The Warranty Data Base will be updated to
reflect the shipment date and loading hour. The ▇▇▇▇ of Lading will contain all
necessary delivery information in accordance with standard shipping procedures.
8.0 [Intentionally omitted]
9.0 [Intentionally omitted]
10.0 [Intentionally omitted]
11.0 MARKING OF EQUIPMENT WITH WARRANTY INFORMATION.
Each warranty repaired item will be labeled as a minimum with the following
data:
Page 16
- Item serial number
- Date item was returned to warranty status
- Warranty expiration date
- Contract Number
Other data might be included to provide additional data for inventory control or
asset tracking. The data on the label will be in human readable form.
The labels will be affixed in a conspicuous location and will be tamper proof.
If desired by the Marine Corps, the data for warranty information purposes could
be bar-coded using the standard bar coding equipment. This approach could save
significant time in handling and tracking activities.
12.0 TRACKING OF WARRANTY ITEMS.
All tracking of warranty items will be accomplished with the use of the Warranty
Tracking System. It is a data base oriented depository for all data on returned
items. This data base contains all status reporting data and is the repository
for all evaluation and repair data. Everything affecting a warranty item is
entered into this data base. The data in this base also is the basis for all
warranty reporting requirements.
FIGURE 12-1 WARRANTY TRACKING SYSTEM [SHOWS THE BASIC BLOCK DIAGRAM OF THIS
CONCEPT.]
13.0 EXTENDED WARRANTY OPTIONS.
Vendor will provide an extension of the basic warranty for a period of up to two
additional years in optional one year increments.
14.0 WARRANTY REPORTING.
Vendor will submit Warranty Performance Reports as required by contract
provisions. These reports will be in Vendor format and will be submitted within
15 days from Government acceptance of production lot and quarterly thereafter.
The reports will contain the following data:
- Contract number and reporting period covered
- Warranty Item information as specified by paragraph 10.1.3 of
DI-MNTY-81217
- Warranty Returned Item status at Vendor's facility, including cause of
failure, repair action and disposition and associated costs
- On-site contractor warranty repair or replacement actions in
accordance with paragraph 10.1.5 or DI-MNTY-81217
- Cost data for Warranty Repair
- Statistical data for all above items
- Warranty Program Summary in accordance with paragraphs 10.2.2 and
10.2.3 of DI-MNTV-81217
- Additional data (e.g., any modifications, spares inventory and parts
consumption)
In general, the Warranty Performance Reports will provide the Marine Corps an
accurate, timely status report of all warranty related activities and events.
It is planned to modify this system as the program progresses through its phases
to provide the proper warranty data as required for each step or phase. These
reports also will serve as a complete historical data base since inception.
14.1 Warranty Status Reports.
Warranty Failure Reports will be submitted 15 days after failure. These reports
will detail the nature of the failure and results of any analysis.
Page 17
SECTION F - PURCHASE ORDER TERMS AND CONDITIONS, T-1 (9-91)
MANTECH INTERNATIONAL CORPORATION
PURCHASE ORDER TERMS AND CONDITIONS
(GOVERNMENT) (FIXED PRICE-SUPPLY)
1. DEFINITIONS AND EXPLANATION.
A. "Buyer" means ManTech International Corporation. "Seller" means the
party with whom Buyer is contracting and includes any reference to
"vendor," "subcontractor," "contractor," or "supplier." "Purchase
Order" ("Order") means the instrument of contracting, including all
documents, exhibits and attachments referenced therein. "Products"
means those goods, supplies, materials, articles, items, parts,
components or assemblies described in the Order.
B. This Order is entered into in contemplation of the performance of a
United States Government contract. Certain provisions of the Federal
Acquisition Regulations (FAR), in effect on the date of this Order,
are incorporated herein by reference.
2. ACCEPTANCE OF ORDER. This Order is Buyer's offer to Seller. Seller's
Acceptance is expressly limited to the terms of the Order and Buyer hereby
objects to any additional or different terms in Seller's acceptance.
Seller accepts this Order as written by executing and returning to Buyer
the Acceptance or Acknowledgment copy of the Order, or by beginning
performance.
3. COMPLETE AGREEMENT. This Order is the complete and exclusive statement of
the terms of agreement between Seller and Buyer.
4. MODIFICATION. No modification of this Order (including any additional or
different terms in Seller"s acceptance) shall be binding on Buyer unless
agreed to in writing and signed by Buyer's duly authorized Purchasing
Representative.
5. PACKING AND SHIPPING. Unless otherwise provided on the face of this Order,
the following provisions shall apply to all shipments. Seller
shall: (a) Prepare all Products for shipment to prevent damage or
deterioration, secure lowest lawful transportation rates, and comply with
carrier classifications and tariffs; (v) Defray all direct charges for
preparation, packing, crating, or cartage unless separately stated in the
Order; (c) Consolidate into one shipment all Products to be forwarded on
each day by the same means of transportation; (d) Number and ▇▇▇▇ each
container consecutively with applicable Order and part number: (e) Indicate
the container and Order numbers on the applicable ▇▇▇▇ of lading; (f) Place
inside the No. 1 container, one copy of the packing sheet showing Order
number(s), and attach , also, one copy to the outside of the container;
(g) Forward freight collect when Products are sold F.O.B. place of
shipment, except for Parcel Post, United Parcel Service, and ManTech truck;
(h) Request that the Shipper include on Shipper's invoice to Buyer the
appropriate Order number(s); (i) Delete any declaration concerning value of
the shipment except when tariff rating is depending upon the released or
declared value, in which event, value shall be released or declared at the
maximum value for the lowest rating or rate.
6. DELIVERY. Time is of the essence in the performance of this Order.
A. Deliveries shall be strictly in accordance with the quantities and
schedule specified in the Order. If at any time it appears Seller may
not meet such schedule, Seller shall immediately, by verbal means (to
be confirmed in writing), notify Buyer of the reasons for and
estimated duration of the delay. At Buyer's request, Seller shall
make every effort to avoid or minimize the delay to the maximum extent
possible including the expenditure of premium time and shipping via
air or other means of fast transportation. Any additional costs
caused by these requirements shall be borne by Seller, unless the
delay in delivery arises out of causes beyond the control and without
the fault or negligence of Seller or its subcontractors within the
meaning of the "Cancellation-Default" clause herein. The foregoing
Page 18
requirements are in addition to all of Buyer's other rights and
remedies as may be provided by law or this Order.
B. Title and Risk of Loss. Unless otherwise specified herein, title to
and the risk of any loss of or damage to the Products shall pass from
Seller to Buyer F.O.B. Buyer's plant. Passing of title upon such
delivery shall not constitute acceptance of the Products by Buyer or
relieve Seller of any of the obligations hereunder.
7. INVOICE AND PAYMENT. Unless otherwise specified, a separate invoice shall
be issued for each shipment. No invoice shall be issued prior to shipment
of Products. No payment will be made prior to receipt of Products and
correct invoice. Buyer reserves the right to delay payment until the
Products have been accepted. Payment due dates, including discount
periods, will be computed from the date of receipt of Products and correct
invoice (whichever is later). Unless freight and other charges are
itemized, any discount will be taken on the full amount of the invoice.
Buyer has the right, without loss of discount privilege to pay invoices
covering Products shipped in advance of the schedule on the normal maturity
after the date specified for delivery. Payment shall not constitute
acceptance of the Products.
8. PRICE WARRANTY. Seller warrants that the price of the ordered Products
does not exceed the price charged by Seller or any other customer
purchasing the same Products in like or smaller quantities, and under
similar conditions of purchase.
9. QUALITY CONTROL. In accordance with the specific requirements of this
Order, Seller shall provide and maintain a quality control system
acceptable to Buyer covering the Products hereunder. Records of all
certifications and inspection work by Seller and Seller's subcontractor(s)
shall be kept complete and available to Buyer at Seller's facility during
the performance of this Order or such longer period as may be specified
elsewhere herein. Authorized purchasing, technical and quality assurance
representative(s) of Buyer shall be entitled to enter the plant of Seller
at all reasonable times for the purpose of maintaining liaison between the
quality control system and the program, to review Seller's manufacturing
and processing books and records and to conduct preliminary inspection and
testing of the Products and work in process. (A like provision giving
Buyer the right to enter the plants of Seller's subcontractors and
suppliers shall be included by Seller in its subcontracts and Purchase
Orders.) Buyer shall be entitled, at Buyer's option, to station
representatives at Seller's plant on a full-time basis. Seller shall
furnish, free of charge, all reasonable office space, and other facilities
and assistance required by Buyer's representatives at Seller's plant.
Buyer's personnel shall at all times observe Seller's rules of conduct and
security.
10. INSPECTION, ACCEPTANCE, AND REJECTION.
A. All Products are subject to (a) inspection during manufacture,
(b) inspection prior to shipment, and (c) final inspection and
acceptance at destination, notwithstanding the F.O.B. point or any
payment or prior inspection at source. Final inspection and
acceptance will be made at a reasonable time after receipt of
Products.
B. Seller shall furnish to Buyer, if requested, all information and data
as may be reasonably required by Buyer in order to perform inspection
and acceptance.
C. Inspection and Acceptance of any Products by Buyer or the Government
shall not be deemed to alter or affect the obligations of Seller or
the rights of Buyer and its customers under Warranties herein or as
may be provided by law.
D. Buyer's failure to inspect any of the Products hereunder shall neither
relieve Seller from responsibility for such Products as are not in
accordance with the requirements of this Order nor impose liability on
Buyer therefor.
E. Any tender of Products which is nonconforming as to quality, quantity
or delivery schedule shall constitute a breach of this Order and Buyer
shall have the absolute right to reject such Products. Buyer shall
notify Seller as to such rejection and Buyer shall have all such
remedies as provided by law and this Order, including, but not limited
to (a) hold such rejected Products or return same to
Page 19
Seller at Buyer's election and at Seller's risk and expense, (b)
replace or correct Seller's Products and charge to Seller the cost
occasioned to Buyer thereby or require the delivery or replacement
of such Products at an equitable reduction in price, if Seller
fails to remove promptly such rejected Products or unless Seller
corrects or replaces the defective Products within the time
required by the delivery schedule, and (c) recover by offset or
otherwise any and all damages, expenses or costs caused to or
experienced by Buyer as a result of such rejection or which may
result from a series of rejections.
F. If the unit price of the Products being ordered exceeds $50.00, or the
total Order price is in excess of $25,000.00, and if rejected Products
are later repaired or corrected in some manner and are being returned
to Buyer, Seller shall indicate on an appropriate tag affixed to such
Products (a) that the Products were previously rejected by Buyer, and
(b) describe the specific defect(s) which was repaired or corrected.
11. WARRANTIES. Seller warrants that all Products delivered under this Order
shall conform to the requirements of this Order (including all applicable
descriptions, performance criteria, specifications, and drawings), shall be
free from defects in material and workmanship, and shall, to the extent not
manufactured pursuant to detailed designs furnished by Buyer, be free from
defects in design and fit for the intended purposes. Buyer's approval of
designs furnished by Seller or any approval of Seller's "First Article"
shall not relieve Seller of its obligations under this Warranty. Seller's
warranties shall be enforceable by Buyer's customers and any subsequent
owner or operator of the Products, as well as by Buyer.
Seller's liability hereunder includes, but is not limited to, correction or
replacement of the Product by Seller at no cost to the Buyer of any Product
which does not meet the requirements of this Warranty . In the event that
Seller fails to repair or replace the failed or defective Product within a
reasonable time, Buyer may replace or repair the Product and charge or
debit the Seller for all costs connected therewith.
12. FUTURE WARRANTIES.
A. At any time during the performance of this Order, including any option
periods, Seller agrees to accept as a mandatory flow-down requirement
any Government-required warranty provisions imposed on and
incorporated into Buyer's prime contract. Any such warranty shall be
in addition to and not in lieu of any other warranty provisions
included in this Order.
B. If any such warranty provision incorporated into this Order, pursuant
to Paragraph "A" above, causes an increase in the cost of or the time
required for performance under this Order, an equitable adjustment
shall be made in the purchase price or delivery schedule, or both, and
this Order shall be so modified in writing.
13. CHANGES. Buyer may at any time, by a written directive or order, make
reasonable changes within the general scope of this Order, in any one or
more of the following: (a) drawings, designs, or specifications;
(b) method of shipment or packing; (c) place of inspection, delivery, or
acceptance; (d) increases in quantities; (e) changes in delivery schedules;
and (f) the amount of Buyer-furnished property. Seller shall proceed
immediately to perform this Order as changed. If any such change causes an
increase or decrease in the cost of or in the time required for the
performance of any part of the work under this Order, whether changed or
not changed by any such order, an equitable adjustment shall be made in the
purchase price or delivery schedule, or both, and this Order shall be so
modified in writing. Unless otherwise agreed, any claim of Seller for
adjustment under this clause must be asserted within 30 days from the date
of the receipt by Seller of such written order. If Seller includes in its
claim any costs for property made obsolete or excess by such changes, the
title to such property at the option and election of Buyer, shall pass to
Buyer and shall thereafter be subject to the provisions of the
Responsibility for Property clause herein and shall be delivered as
directed by Buyer. Buyer has the right to examine any of Seller's
pertinent books and records for the purpose of verifying Seller's claim.
Nothing in this clause shall excuse Seller from proceeding with this Order
as changed, including failure of the parties to agree upon any adjustment
to be made under this clause.
14. TERMINATION/CANCELLATION.
Page 20
A. Termination-Convenience. The performance of work under this Order may
be terminated, in whole or in part, by Buyer for Buyer's convenience
in accordance with the "Termination" clause in FAR 52-249-2 (as
modified by 49.502(e)) which is incorporated herein by reference only
in the event that ManTech's customer terminates the contract with
ManTech.
B. Cancellation-Default. This Order may be cancelled, in whole or in
part, by Buyer for default in accordance with the "Default" clause in
FAR 52.249-8 which is incorporated herein by reference, except that
the word "Government" in all paragraphs other than (c) means Buyer.
"Contract Officer" means Buyer. "Contractor" means Seller, and all
references to a Disputes clause shall mean Clause 15, "Disputes."
Remedies granted under this clause shall be in addition to any
remedies which may be available to Buyer under law. If the parties
fail to agree on the amount to be paid for manufacturing materials
referred to in paragraph (f) (FAR) of the "Default" clause, the amount
shall be the reasonable value thereof (not to exceed a reasonably
applicable portion of the price of this Order).
C. Other. By written notice to Seller, Buyer may cancel the whole or
part of this Order in the event of suspension of Seller's business,
insolvency of Seller, institution of bankruptcy, reorganization,
arrangement or liquidation proceedings by or against Seller,
appointment of a trustee or receiver for Seller's property or
business, any assignment by Seller for the benefit of creditors or for
any failure by Seller to provide adequate assurances (as provided for
in Uniform Commercial Code, section 2-609) of its ability or
willingness to perform its obligations under this Order. Such
cancellation shall be deemed "for default" in accordance with
paragraph (B) of this Termination/Cancellation clause and the rights
and obligations of the parties shall be determined as therein
provided.
15. DISPUTES. Either party may litigate any dispute arising under or relating
to this Order before any court of competent jurisdiction. Pending
resolution of any such dispute by settlement or by final judgment, the
parties shall proceed diligently with performance. Seller's performance
shall be in accordance with Buyer's written instructions.
16. SELLER'S DATA. Any knowledge, information, drawings, designs, data or
computer programs (herein called "Data") which Seller discloses to Buyer in
connection with this Order, which Data Seller has not marked with a limited
rights legend, in accordance with DoD FAR Supplement 52.227-7013, shall not
be considered as proprietary to Seller or in any way restrict Buyer's use
of such Data.
17. DISCLOSURE OR DISPOSAL. Seller shall safeguard and keep secure all
designs, processes, drawings, specifications, reports, data and other
technical or proprietary information and features of all parts, equipment,
tools, gauges, patterns and other items furnished or disclosed to Seller by
Buyer. Unless otherwise provided herein, or authorized by Buyer in
writing, Seller shall use such information and items, and the features
thereof, only in the performance of this Order. Thus, Seller shall not
sell or otherwise dispose of as scrap or otherwise, any completed or
partially completed or defective Products without defacing or rendering
such Products unsuitable for use. Upon completion or termination of this
Order, Seller shall, at Seller's expense, make such disposition of all such
information, items, and Products as herein required or as may be
subsequently directed to Buyer.
18. RESPONSIBILITY FOR PROPERTY. Unless otherwise provided in this Order,
Seller, upon delivery to it by Buyer or manufacture or acquisition by
Seller, of any materials, parts, tooling, or other property the title of
which is in Buyer or the U.S. Government, assumes the risk of and shall be
responsible for any loss thereof or damage thereto. Seller, in accordance
with the provisions of this Order, but in any event upon completion
thereof, shall return such property to Buyer in the condition in which it
was received for reasonable wear and tear.
19. PATENT AND COPYRIGHT INDEMNITY. Seller shall defend Buyer, Buyer's
customers, and any subsequent seller or user of the Products against all
claims and proceedings alleging infringement of any United States or
foreign patent or copyright of any Products delivered under this Order, and
Seller shall hold them harmless from any resulting liabilities and losses,
provided Seller is reasonably notified of such claims and proceedings.
Seller's obligation shall not apply to Products manufactured pursuant to
detailed designs developed and furnished by Buyer nor to any infringement
arising from the use or sale of Products in
Page 21
combination with items not delivered by Seller if such infringement would
not have occurred from the use or sale of such Products solely for the
purpose for which they were designed or sold to Buyer.
20. DELEGATION AND ASSIGNMENT. No delegation of any duties under this Order
shall be binding upon Buyer until its written consent thereto has been
obtained. Seller is requested to inform Buyer prior to any assignments of
rights to monies due or to become due under this Order.
21. SUBCONTRACTING. No Products to be delivered under this Order shall be
procured by Seller from a third party in completed or substantially
completed form without Buyer's written consent unless this purchase is
being made from Seller in its capacity as a retailer, jobber, or
distributor. No purchase order or subcontract placed by Seller under this
Order shall be on a cost plus-a-percentage-of-cost basis.
22. COMPLIANCE WITH AND APPLICABILITY OF LAWS.
A. Federal, State, and Local Laws. Seller warrants that in the
performance of this Order, it shall comply with all applicable
Federal, state, and local laws. On its invoice or in other form
satisfactory to Buyer, Seller shall submit certification that the
Products covered by this Order were produced in compliance with all
applicable requirements of Sections 6, 7 and 12 of the Fair Labor
Standards Act (29 U.S.C. 2010219), as amended, and of regulations and
orders of the U.S. Department of Labor issued under Section ___
thereof.
B. Choice of Law. Irrespective of the place of performance, this Order
will be construed and interpreted according to the Federal Acquisition
Regulations (FAR), the DoD FAR Supplement, and the federal common law
of government contracts as enunciated and applied by federal judicial
bodies, boards of contract appeals, and quasi-judicial agencies of the
federal government. To the extent that the federal common law of
government contracts is not dispositive, the laws of the state from
which the Buyer's Order is issued shall apply.
23. NONWAIVER. Any failure at any time of Buyer to enforce any provision of
this Order shall not constitute a waiver of such provision or prejudice the
right of Buyer to enforce such provision at any subsequent time.
24. PARTIAL INVALIDITY. If any provision of this Order is or becomes void or
unenforceable by force or operation of law, other provisions shall remain
valid and enforceable.
25. CLEARANCE OF MATERIALS INTENDED FOR PUBLIC RELEASE. No news release,
including photographs and films, advertisement, public announcement, denial
or confirmation of same on any part of the subject matter of this Order or
any phase of any program hereunder shall be made without prior written
approval of Buyer.
26. GOVERNMENT CONTRACTS. Referencing of a Government Agency contract shall
conclusively establish the applicability as well as the incorporation by
reference into this Order as if set forth in full text, of that agency's
clauses. The following explanatory instructions and clause creations,
where applicable by their terms, are incorporated herein by reference.
However, whenever said clauses include a requirement for the settlement of
disputes between the parties in accordance with the "Disputes" Clause the
dispute shall be disposed of in accordance with Clause 15, entitled
"Disputes." Buyer will furnish to Seller the full text of such clauses on
request.
Where necessary to derive proper meaning in a subcontract evaluation from
these clauses, "Contractor" means Seller; "Subcontracting Officer" means
Buyer; "Contract" means this Order; and "Government" means Buyer or the
"Government," however, the terms "Government" and "Contracting Officer" do
not change (1) In the phrases "Government Procedure", "Government-Owned
Property," "Government Equipment," and "Government-Owned Equipment"
(2) When a right, act, authorization or obligation can be granted or
performed only by the Government or the prime contract Contracting Officer
or his duly authorized representative, (3) When title to property is to be
transferred directly to the Government, (4) Where specifically modified as
noted below, and (5) in FAR's 52.210-7, 52-215.1, 52.227-1, 52.227-2,
52.227-7013, 52.227-7018, 52.227-7026, 52.227-7027, 52.227-7029.
Page 22
(GOVERNMENT) (FIXED PRICE - SUPPLY)
52.203-1 Officials Not to Benefit (Apr. 84)
52.203-3 Gratuities (Apr. 84)
52.203-5 Covenant Against Contingent Fees (Apr. 84)
52.203-6 Restrictions on Subcontractor Sales to the Government (Jul. 85)
52.203-7 Anti-Kickback Procedures (Oct. 88)
52.203-11 Restrictions on Lobbying (Jan. 90)
52.203-12 Limitation of Payments to Influence Certain Federal Transactions
(Jan. 90)
52.204-2 Security Requirements (Apr. 84)
52.207-4 Economic Purchase Quantity - Supplies
52.208-1 Required Sources for Jewel Bearing and Related Items (Apr. 84)
52.209-2 Qualification Requirements - Components of End Items
52.210-5 New Material (Apr. 84)
52.210-7 Used or Reconditioned Material, Residual Inventory, and Former
Government Surplus Property (Apr. 84)
52.212-8 Defense Priority and Allocation Requirements (May 86)
52.212-13 Stop-Work Order (Apr. 89)
52.214-26 Audit--Sealed Bidding (Apr. 85)
52.214-27 Price Reduction for Defective Cost or Pricing
Data-Modifications-Sealed Bidding (Apr. 88)
52.214-28 Subcontractor Cost or Pricing Data -- Modifications - Sealed
Bidding (Apr. 85)
52.215-1 Examination of Records of Comptroller General (Apr. 84)
52.215-2 Audit -- Negotiation (Dec. 89)
52.215-22 Price Reduction for Defective Cost or Pricing Data (Apr. 88)
52.215-24 Subcontractor Cost or Pricing Data (Apr. 85)
52.215-26 Integrity of Unit Prices
52.215-31 Waiver of Facilities Capital Cost of Money (Sep. 87)
52.215-33 Order of Precedence (Jan. 86)
52.219-8 Utilization of Small Business Concerns and Small Disadvantaged
Business Concerns (Feb. 90)
52.219-9 Small Business and Small Disadvantaged Business Subcontracting
Plan (Feb. 90)
52.219-13 Utilization of Women-Owned Small Businesses (Aug. 86)
52.220-3 Utilization of Labor Surplus Area Concerns (Apr. 84)
52.220-4 Labor Surplus Area Subcontracting Program (Apr. 84)
52.222-1 Notice to the Government of Labor Disputes (Apr. 84)
52.222-3 Convict Labor (Apr. 84)
52.222-4 Contract Work Hours and Safety Standards Act--Overtime
Compensation (Mar. 86)
52.222-20 ▇▇▇▇▇-▇▇▇▇▇▇ Public Contracts Act (Apr. 84)
52.222-26 Equal Opportunity (Apr. 84)
52.222-35 Affirmative Action for Special Disabled and Vietnam Era Veterans
(Apr. 84)
52.222-36 Affirmative Action for Handicapped Workers (Apr. 84)
52.223.2 Clean Air and Water (Apr. 84)
52.223-3 Hazardous Material Identification and Material Safety Data (Dec.
89)
52.225-3 Buy American Act-Supplies (Jan. 89)
52.225-7027 Restriction on Contracting with
DoD FAR Toshiba Corporation and Kongsberg Vapenfabrikk
52.225-11 Certain Communist Areas (Apr. 84)
52.227-1 Authorization and Consent (Apr. 84)
52.227-2 Notice and Assistance Regarding Patent and Copyright Infringement
(Apr. 84)
52.227-3 Patent Indemnity (Apr. 84)
52.227-6 Royalty Information (Apr. 84)
52.227-8 Reporting of Royalties (Foreign) (Apr. 84)
52.227-9 Refund of Royalties (Apr. 84)
52.227-10 Filing of Patent Applications--Classified Subject Matter (Apr.
84)
52.227-12 Patent Rights-Retention by the Contractor (Long Form) (Jun. 89)
52.227-7013 Rights in Technical Data and Computer
DoD FAR Software (Oct. 88)
Page 23
52.227-7017 Rights in Technical Data--Major
DoD FAR System & Subsystem Contracts (Oct. 88)
52.227-7018 Restrictive Markings on Technical
DoD FAR Data (Oct. 88)
52.227-7026 Deferred Delivery of Technical Data
DoD FAR and Computer Software (Oct. 88)
52.227-7027 Deferred Ordering of Technical Data
DoD FAR and Computer Software (Apr. 88)
52.227-7029 Identification of Technical Data
DoD FAR (Apr. 88)
52.227-7030 Technical Data--Withholding of
DoD FAR Payment (Apr. 88)
52.228-5 Insurance-Work on a Government Installation (Sep. 89)
52.228-7006 Accident Reporting and
DoD FAR Investigation (Jan. 69)
52.229-3 Federal, State, and Local Taxes (Apr. 84)
52.235-7002 Recovery of Non-recurring Costs on
DoD FAR Commercial Sales (May 89)
52.244-5 Competition in Subcontracting (Apr. 84)
52.245-2 Government Property (Fixed Price Contracts)
52.245-17 Special Tooling (Dec. 89)
52.245-18 Special Test Equipment (Dec. 89)
52.246-2 Inspection of Supplies--Fixed Price (Jul. 85)
52.246-16 Responsibility for Supplies
52.246-23 Limitation of Liability (Apr. 84)
52.247-64 Preference for Privately Owned U.S.
Alt. 1 Flag & Commercial Vessels
Page 24
SECTION G - PART II, CONTRACT CLAUSES
Incorporated by reference to Part II - Contract Clauses of U.S. Marine
Corps Contract No. M67854-97-D-3047 with ManTech Systems Engineering
Corporation.
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SECTION H - PURCHASE DESCRIPTION AND STATEMENT OF WORK
Incorporated by reference to Purchase Description and Statement of Work of
U.S. Marine Corps Contract No. M67854-97-D-3047 with ManTech Systems Engineering
Corporation.
Page 26