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FAR and DFAR Flowdowns

1.
INCORPORATION OF FAR AND DFARS CLAUSES
  1. The FAR and DFARS clauses referenced below are incorporated herein by reference, with the same force and effect as if they were given in full text, and are applicable, including any notes following the clause citation, to this Contract. If the date or substance of any of the clauses listed below is different from the date or substance of the clause actually incorporated in the Prime Contract referenced by number herein, the date or substance of the clause incorporated by said Prime Contract shall apply instead.
  2. The Contracts Disputes Act shall have no application to this Contract, and nothing in this Contract grants SELLER a direct claim or cause of action against the U.S. Government. Any reference to a "Disputes" clause shall mean the "Disputes" clause of this Contract.
  3. SELLER shall include in each lower-tier subcontract the appropriate flow down clauses as required by the FAR and FAR Supplement clauses included in this Contract.
  4. The terms and conditions in their most current issue apply to all Marvin Test Solutions (MTS) orders issued under a prime or subcontract in which the prime contract was issued by the:
    1. All US Government Agencies: Federal Acquisition Regulations (FAR)
    2. Department of Defense the Defense: Department of Defense Federal Acquisition Regulations (DFARS)
NOTE:
  1. FAR Supplement clauses issued by U.S. Army, U.S. Navy and U.S. Air Force applicable to this order will be listed on a separate attachment to the order.
  2. FAR Supplements clauses issued by other U.S. Government Agencies, such as NASA or GSA, applicable to this order will be listed on a separate attachment to this order.

Clauses in this document may not be applicable to specific purchase orders due to the type of subcontract/purchase order to be issued, dollar thresholds under requirements of the FAR, DFARS or public law or mandatory flow down requirements of a particular prime contract. Clauses not applicable for these reasons shall not be removed from this document but will be considered by all parties to be without force and effect.
2.
RESTRICTIONS ON THE USE OF MANDATORY ARBITRATION AGREEMENTS (DFARS 252.222-7006). Applicable to all subcontracts, task orders and Purchase Orders at every tier that utilize funds appropriated or otherwise made available by the Fiscal Year 2010 Defense Appropriations Act or subsequent DoD appropriations acts for any contract (including task or delivery orders and bilateral modifications adding new work) in excess of $1 million except for commercial items and commercially available off-the-shelf items.
  1. Seller agrees not to -
    1. Enter into any agreement with any of its employees or independent contractors that requires, as a condition of employment, that the employee or independent contractor agree to resolve through arbitration any claim under title VII of the Civil Rights Act of 1964 or any tort related to or arising out of sexual assault or harassment, including assault and battery, intentional infliction of emotional distress, false imprisonment, or negligent hiring, supervision, or retention; or
    2. Take any action to enforce any provision of an existing agreement with an employee or independent contractor that mandates that the employee or independent contractor resolve through arbitration any claim under title VII of the Civil Rights Act of 1964 or any tort related to or arising out of sexual assault or harassment, including assault and battery, intentional infliction of emotional distress, false imprisonment, or negligent hiring, supervision, or retention.
  2. Seller agrees to flow down this provision in all subcontracts, task orders and Purchase Orders at every tier that will be funded with in excess of $1 million of Fiscal Year 2010 funds, except for those for commercial items, including commercially available off-the-shelf items.
  3. Failure to comply with this provision will be considered a material breach and, at the sole discretion of the Buyer, may result in termination for default or cause.
3.
FAR/DFARS CLAUSE FLOW-DOWNS FOR U.S. GOVERNMENT CONTRACTS.
  1. When the materials or Products furnished are for use in connection with a US Government contract or subcontract, then in addition to Marvin’s Purchase Order General Terms and Conditions, the following provisions shall also apply, as required by the terms of the prime contract, or by operation of law or regulation. The US Government’s Federal Acquisition Regulation (FAR) clauses and the US Department of Defense Federal Acquisition Regulation Supplement (DFARS) clauses cited below, where applicable by their terms, are incorporated herein by reference as if set forth in full text. The full texts of all clauses incorporated by reference are available at http://www.acquisition.gov/. The effective version of each FAR or DFARS clause shall be the same version as that which appears in Buyer’s prime contract, or higher-tier subcontract under which this Agreement is a subcontract. In the event of a conflict between Marvin’s Purchase Order General Terms and Conditions and these FAR/DFARS provisions, Marvin’s Purchase Order General Terms and Conditions shall control.
  2. In all clauses listed herein, the terms “Government”, “Contracting Officer” and “Contractor” shall be revised to suitably identify the contracting parties herein and effect the proper intent of the provision except where further clarified or modified below. “Subcontractor”, however, shall mean “Seller’s Subcontractor” under the Purchase Order.
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