SUPPLEMENTAL PURCHASE ORDER TERMS AND CONDITIONS FOR FIXED PRICE SUBCONTRACTS AND PURCHASE ORDERS UNDER A UNITED STATES DEPARTMENT OF DEFENSE PRIME CONTRACT

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A. INCORPORATION OF FAR AND DFAR CLAUSES
The FAR and DFARS clauses referenced below are incorporated herein by reference, with the same force and effect as if they were given in the full text, and are applicable, including any notes following the clause citation, to this Contract. 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. SELLER shall include in each lower-tier contract the appropriate flow-down clauses as required by the FAR and FAR Supplement clauses included in this Contract.

B. GOVERNMENT SUBCONTRACT
This subcontract is entered into by the Parties in support of a U.S. Government or U.S. Department of Defense contract. The following terms, as used in the FAR and DFARS, shall be defined as follows.
1. "Commercial Item" means a commercial item as defined in FAR 2.101.
2. "Commercially available off-the-shelf (COTS) item" means a COTS item as defined in FAR 2.101
3. “Contract” means this subcontract.
4. “Contracting Officer” shall mean the U.S. Government Contracting Officer for Echelon Supply and Service’s government prime contract under which this Contract is entered..
5. “Contractor” and “Offeror” means the Seller.
6. “Echelon Supply” means “Echelon Supply and Service, Inc.”.
7. “Parties” means Purchaser and Seller.
8. “Prime Contract” means the contract between Echelon Supply and the U.S. Government or between Echelon Supply and its immediate higher-tier contractor.
9. “Purchaser” means Echelon Supply.
10. “Subcontract” means any contract placed by the Contractor or lower tier subcontractors under this Contract.
 

C. NOTES

The following notes apply to the clauses incorporated by reference below only when specified in the parenthetical phrase following the clause title and date.
1. Substitute "Echelon Supply" for "Government", “Federal Government”, or "United States" throughout this clause.
2. Substitute "Echelon Supply Procurement Representative" for "Contracting Officer", "Administrative Contracting Officer", and "ACO" throughout this clause.
3. Insert "and Echelon Supply" after "Government" throughout this clause.
4. Insert "or Echelon Supply" after "Government" throughout this clause.
5. Communication/notification required under this clause from/to SELLER to/from the Contracting Officer shall be through Echelon Supply.
6. Insert "and Echelon Supply" after "Contracting Officer", throughout the clause.
7. Insert "or Echelon Supply Procurement representative" after "Contracting Officer", throughout the clause.
8. If Seller is an international contractor, this clause applies to this Contract only if Work under the Contract will be performed in the United States or Contractor is recruiting employees in the United States to Work on the Contract.
 

D. AMENDMENTS REQUIRED BY PRIME CONTRACT
SELLER agrees that upon the request of LOCKHEED MARTIN it will negotiate in good faith with Echelon Supply relative to amendments to this Contract to incorporate additional provisions herein or to change provisions hereof, as Echelon Supply may reasonably deem necessary in order to comply with the provisions of the applicable Prime Contract, or with the provisions of amendments to such Prime Contract. If any such amendment to this Contract causes an increase or decrease in the cost of, or the time required for, performance of any part of the Work under this Contract, an equitable adjustment shall be made pursuant to the "Changes" clause of this Contract.

The full text of clauses and provisions may be accessed electronically at the following websites:
FAR Clauses: https://www.acquisition.gov/browse/index/far 
DFARS Clauses: https://www.acquisition.gov/dfars