N6660423DC300 – Flow Down Clauses

Terms, Conditions, and U.S. Government Clauses listed below are made a part of the associated purchase order (Contract) between ATAP, Inc. and the selling company listed on the face of the Purchase Order of which the stated selling company is further referred to as “the Contractor.” The associated Purchase Order may also be referred to as “Contract.”

These Flow Down Clauses incorporate one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the ATAP Buyer will make their full text available. Also, the full text of a clause may be accessed electronically at these addresses:

For FAR clauses: https://www.acquisition.gov/

For DFARS clauses: https://www.acq.osd.mil/dpap/dars/dfarspgi/current/index.html

If the clause requires additional or unique information, then that information is provided immediately after the clause title.

CERTIFICATE OF CONFORMANCE

The Contractor’s signed certificate shall be attached to or included in the shipment of the product. In addition, a copy of the signed certificate shall be emailed to purchasing@atap.com

PACKAGING/PRESERVATION

The Contractor shall include packaging assets for shipment in accordance with ASTM D3951, Standard Practice for Commercial Packaging which is the DoD adopted commercial standard unless otherwise specified within the contract. Preservation and packaging of all items must provide adequate physical and environmental protection for shipment to ATAP, Inc. or other mutually agreed upon destination.

MARKING/LABELING

For items exceeding unit price of $5,000 –

252.211-7003 Item Unique Identification and Valuation.

If this will be accomplished by the vendor, ATAP must receive a copy of the verification and validation report for each UID dataplate.

Note: ATAP, Inc. is able to manufacture DOD compliant UID dataplates. If this will be required for your product based on price, the Contractor is to advise the PO number, part numbers, and serial numbers of the product that will require UID dataplates at least 3 weeks before shipment to ATAP, Inc.

FOB POINT ORIGIN

If the associated Purchase Order (Contract) states FOB: Origin, the following shall apply:

The Contractor shall-

(1)(i) Pack and mark the shipment to comply with contract specifications; or

(ii) In the absence of specifications, prepare the shipment in conformance with carrier requirements to protect the goods and to ensure assessment of the lowest applicable transportation charge;

(2)(i) Order specified carrier equipment when requested by ATAP, Inc.; or

(ii) If not specified, order appropriate carrier equipment not in excess of capacity to accommodate shipment;

(3) Deliver the shipment in good order and condition to the carrier, and load, stow, trim, block, and/or brace carload or truckload shipment (when loaded by the Contractor) on or in the carrier\’s conveyance as required by carrier rules and regulations;

(4) Be responsible for any loss of and/or damage to the goods-

(i) Occurring before delivery to the carrier;

(ii) Resulting from improper packing and marking; or

(iii) Resulting from improper loading, stowing, trimming, blocking, and/or bracing of the shipment, if loaded by the Contractor on or in the carrier\’s conveyance;

(5) Complete the bill of lading supplied by ATAP, Inc. or, when a bill of lading is not supplied, prepare a bill of lading or other transportation receipt.

FOB POINT DESTINATION

If the associated Purchase Order (Contract) states FOB: Destination, the following shall apply:

The Contractor shall-

(1)(i) Pack and mark the shipment to comply with contract specifications; or

(ii) In the absence of specifications, prepare the shipment in conformance with carrier requirements;

(2) Prepare and distribute commercial bills of lading;

(3) Deliver the shipment in good order and condition to the point of delivery specified in the
contract;

(4) Be responsible for any loss of and/or damage to the goods occurring before receipt of the shipment by the consignee at the delivery point specified in the contract; and

(5) Pay and bear all charges to the specified point of delivery.

CLAUSES INCORPORATED BY REFERENCE

The full text of these clauses may be viewed by clicking the clause number, or going to https://www.acquisition.gov (FAR Clauses) or https://www.acquisition.gov/dfars (DFAR Clauses). Ass applicable in relationship definitions Government/Contracting Officer should be replaced with ATAP, Inc. and Contractor shall mean Vendor or Supplier.

Clauses for all contracts/orders:

52.202-1 Definitions

52.203-3 Gratuities – Paragraph (a)(1) of this clause includes also any offered or given gratuity (e.g. an entertainment or gift) to any specific employee of ATAP, Inc. intended, by the gratuity, to obtain a contract or favorable treatment under a contract.

52.203-7 Anti-Kickback Procedures

52.203-19 Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements

52.204-21 Basic Safeguarding of Covered Contractor Information Systems

52.204-23 Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab and Other Covered Entities

52.204-25 Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment

52.211-5 Material Requirements

52.211-15 Defense Priority and Allocation Requirements

52.222-26 Equal Opportunity

52.223-11 Ozone-Depleting Substances and High Global Warming Potential Hydrofluorocarbons

52.225-13 Restrictions on Certain Foreign Purchases

52.232-40 Providing Accelerated Payments to Small Business Subcontractors

52.244-6 Subcontracts for Commercial Products and Commercial Services

52.246-11 Higher-Level Contract Quality Requirement – The Seller shall provide and maintain a quality management system that, as a minimum, adheres to the requirements of ASQ/ANSI/ISO 9001:2015.

252.203-7001 Prohibition on Persons Convicted of Fraud or Other Defense Contract-Related Felonies

252.203-7002 Requirement to Inform Employees of Whistleblower Rights

252.203-7004 Display of Hotline Posters

252.204-7000 Disclosure of Information

252.204-7012 Safeguarding Covered Defense Information and Cyber Incident Reporting

252.204-7015 Notice of Authorized Disclosure of Information for Litigation Support

252.204-7018 Prohibition on the Acquisition of Covered Defense Telecommunications Equipment or Services

252.225-7001 Buy American and Balance of Payments Program

252.225-7036 Buy American—Free Trade Agreements—Balance of Payments Program

252.225-7048 Export-Controlled Items

252.244-7000 Subcontracts for Commercial Items

252.243-7001 Pricing of Contract Modifications.

252.247-7023 Transportation of Supplies by Sea

 

Additional Clause for contracts/orders in excess of $3,500:

52.222-54 Employment Eligibility Verification

 

Additional Clauses for contracts/orders in excess of $10,000:

52.222-21 Prohibition of Segregated Facilities

52.222-40 Notification of Employee Rights Under the National Labor Relations Act

52.223-18 Encouraging Contractor Policies to Ban Text Messaging While Driving.

 

Additional Clauses for contracts/orders in excess of $15,000:

52.222-20 Contracts for Materials, Supplies, Articles, and Equipment

52.222-36 Equal Opportunity for Workers with Disabilities

 

Additional Clause for contracts/orders in excess of $20,000:

52.222-19 Child Labor-Cooperation with Authorities and Remedies

 

Additional Clause for contracts/orders in excess of $30,000:

52.204-10 Reporting Executive Compensation and First-Tier Subcontract Awards

 

Additional Clause for contracts/orders in excess of $35,000:

52.209-6 Protecting the Government\’s Interest When Subcontracting with Contractors
Debarred, Suspended, or Proposed for Debarment

 

Additional Clauses for contracts/orders in excess of $100,000:

52.222-35 Equal Opportunity for Veterans

52.222-37 Employment Reports on Veterans

 

Additional Clauses for contracts/orders in excess of $150,000:

52.203-12 Limitation on Payments to Influence Certain Federal Transactions

52.222-35 Equal Opportunity for Veterans

52.222-37 Employment Reports on Veterans

 

Additional Clauses for contracts/orders in excess of $250,000:

52.203-6 Restrictions on Subcontractor Sales to the Government

52.203-7 Anti-Kickback Procedures

52.203-8 Cancellation, Rescission, and Recovery of Funds for Illegal or Improper Activity

52.203-10 Price or Fee Adjustment for Illegal or Improper Activity

52.215-2 Audit and Records-Negotiation

52.215-14 Integrity of Unit Prices

52.227-1 Authorization and Consent

52.227-2 Notice and Assistance Regarding Patent and Copyright Infringement

52.229-3 Federal, State, and Local Taxes

52.248-1 Value Engineering

252.243-7002 Requests for Equitable Adjustment

 

Additional Clause for contracts/orders in excess of $550,000:

52.222-50 Combating Trafficking in Persons

 

Additional Clause for contracts/orders in excess of $1,000,000:

252.222-7006 Restrictions on the Use of Mandatory Arbitration Agreements

 

Additional Clauses for contracts/orders in excess of $5,500,000:

52.203-13 Contractor Code of Business Ethics and Conduct

252.203-7004 Display of Hotline Posters