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CLAUSES FOR FIXED-PRICE SUPPLY CONTRACTS reasonable facilities and assistance for the safety and convenience of the Government inspectors in the performance of their duties. If Government inspection or test is made at a point other than the premises of the Contractor or a subcontractor, it shall be at the expense of the Government except as otherwise provided in this contract, provided, that in case of rejection the Government shall not be liable for any reduction in value of samples used in connection with such inspection or test. All inspections and tests by the Government shall be performed in such a manner as not to unduly delay the work. The Government reserves the right to charge to the Contractor any additional cost of Government inspection and test when supplies are not ready at the time such inspection and test is requested by the Contractor or when reinspection or retest is necessitated by prior rejection. Acceptance or rejection of the supplies shall be made as promptly as practicable after delivery, except as otherwise provided in this contract; but failure to inspect and accept or reject supplies shall neither relieve the Contractor from responsibility for such supplies as are not in accordance with the contract requirements nor impose liability on the Government therefor.
(d) The inspection and test by the Government of any supplies or lots thereof does not relieve the Contractor from any responsibility regarding defects or other failures to meet the contract requirements which may be discovered prior to acceptance. Except as otherwise provided in this contract, acceptance shall be conclusive except as regards latent defects, fraud, or such gross mistakes as amount to fraud.
(e) The Contractor shall provide and maintain an inspection system acceptable to the Government covering the supplies hereunder. Records of all inspection work by the Contractor shall be kept complete and available to the Government during the performance of this contract and for such longer period as may be specified elsewhere in this contract.
7.103–6 Responsibility for Supplies.
RESPONSIBILITY FOR SUPPLIES (SEPTEMBER 1962)
Except as otherwise provided in this contract, (i) the Contractor shall be responsible for the supplies covered by this contract until they are delivered at the designated delivery point, regardless of the point of inspection; (ii) after delivery to the Government at the designated point and prior to acceptance by the Government or rejection and giving notice thereof by the Government, the Government shall be responsible for the lo or destruction of or damage to the supplies only if such loss, destruction, or damage results from the negligence of officers, agents, or employees of the Government acting within the scope of their employment; and (iii) the Contractor shall bear all risks as to rejected supplies after notice of rejection, except that the Government shall be responsible for the loss, or destruction of, or damage to the supplies only if such loss, destruction, or damage results from the gross negligence of officers, agents, or employees of the Government acting within the scope of their employment.
7.103–7 Payments. Insert the following clause except that in letter contracts insert clause 4 of NASA Form 551–3 set forth in 16.859-4(d).
PAYMENTS (SEPTEMBER 1962)
The Contractor shall be paid, upon the submission of proper invoices or vouchers, the prices stipulated herein for supplies delivered and accepted or services rendered and accepted, less deductions, if any, as herein provided. Unless otherwise specified, payment will be made on partial deliveries accepted by the Government when the amount due on such deliveries so warrants; or, when requested by the Contractor, payment for accepted partial deliveries shall be made whenever such payment would
equal or exceed either $1,000 or 50 percent of the total amount of this contract. In contracts for the furnishing of transportation and accessorial services, the words "properly certified” shall be substituted for the word "proper" above.
7.103–8 Assignment of Claims. ASSIGNMENT OF CLAIMS (SEPTEMBER 1962)
(a) Pursuant to the provisions of the Assignment of Claims Act of 1940, as amended (31 U.S.C. 203, 41 U.S.C. 15), if this contract provides for payments aggregating $1,000 or more, claims for moneys due or to become due the Contractor from the Government under this contract may be assigned to a bank, trust company, or other financing institution, including any Federal lending agency, and may thereafter be further assigned and reassigned to any such institution. Any such assignment or reassignment shall cover all amounts payable under this contract and not already paid, and shall not be made to more than one party, except that any such assignment or reassignment may be made to one party as agent or trustee for two or more parties participating in such financing. Unless otherwise provided in this contract, payments to an assignee of any moneys due or to become due under this contract shall not, to the extent provided in said Act, as amended, be subject to reduction or setoff. (The preceding sentence applies only if this contract is made in time of war or national emergency as defined in said Act and is with the Department of Defense, the General Services Administration, the Atomic Energy Commission, the National Aeronautics and Space Administration, the Federal Aviation Agency, or any other department or agency of the United States designated by the President pursuant to Clause 4 of the proviso of section 1 of the Assignment of Claims Act of 1940, as amended by the Act of May 15, 1951, 65 Stat. 41.)
(b) In no event shall copies of this contract or of any plans, specifications, or other similar documents relating to work under this contract, if marked “Top Secret,” “Secret,” or “Confidential,” be furnished to any assignee of any claim arising under this contract or to any other person not entitled to receive the same. However, a copy of any part or all of this contract so marked may be furnished, or any information contained therein may be disclosed, to such assignee upon the prior written authorization
of the Contracting Officer. In negotiated procurement, where a contractor is indebted to the Government as a result of dealings with NASA or other Government agencies, the last sentence before the sentence in parentheses of paragraph (a) of the "Assignment of Claims” clause, which is commonly referred to as the "no-set-off” provision, shall be omitted if such action is requested by other Government agencies or if it otherwise appears to be appropriate to protect the interests of the Government. In any event, the "no-set-off” provision shall be omitted from contracts for transportation services provided by common carriers who are subject to the Interstate Commerce Act, as amended, or the Civil Aeronautics Act of 1938. The assignee is required by the Assignment of Claims Act, as amended, to “File written notice of the assignment together with a true copy of the instrument of assignment with (i) the contracting officer or the head of his department or agency; (ii) the surety or suroties upon the bond or bonds, if any, in connection with such contract; and (ii) the disbursing officer, if any, designated in such contract to make payment."
When Standard Form 32 is used, the form need not be changed to delete the parenthetical sentence at the end of paragraph (a) of the clause.
7.103-9 Additional Bond Security.
If any surety upon any bond furnished in connection with this contract becomes unacceptable to the Government, or if any such surety fails to furnish reports as to his financial condition from time to time as requested by the Government, the Contractor shall promptly furnish such additional security as may be required from time to time to protect the interests of the Government and of persons supplying labor or
materials in the prosecution of the work contemplated by this contract.
CLAUSES FOR FIXED-PRICE SUPPLY CONTRACTS
7.103–10 Federal, State, and Local Taxes. Insert the appropriate clause set forth in 11.401-1 or 11.401–2.
7.103-11 Default. In accordance with the requirements of 8.707, insert the clause set forth therein.
7.103–12 Disputes. DISPUTES (SEPTEMBER 1962)
(a) Except as otherwise provided in this contract, any dispute concerning a question of fact arising under this contract which is not disposed of by agreement shall be decided by the Contracting Officer, who shall reduce his decision to writing and mail or otherwise furnish a copy thereof to the Contractor. The decision of the Contracting Officer shall be final and conclusive unless, within thirty (30) days from the date of receipt of such copy, the Contractor mails or otherwise furnishes to the Contracting Officer a written appeal addressed to the Admin istrator. The decision of the Administrator or his duly authorized representative for the determination of such appeals shall be final and conclusive unless determined by a court of competent jurisdiction to have been fraudulent or capricious, or arbitrary, or so grossly erroneous as necessarily to imply bad faith, or not supported by substantial evidence. In connection with any appeal proceeding under this clause, the Contractor shall be afforded an opportunity to be heard and to offer evidence in support of his appeal. Pending final decision of a dispute hereunder, the Contractor shall proceed diligently with the performance of the contract and in accordance with the decision of the Contracting Officer.
(b) This "Disputes” clause does not preclude consideration of law questions in connection with decisions provided for in paragraph (a) above, provided, that nothing in this contract shall be construed as making final the decision of any administrative official, representative, or board on a question of law.
7.103–13 Renegotiation. RENEGOTIATION (SEPTEMBER 1962)
(a) To the extent required by law, this contract is subject to the Renegotiation Act of 1951 (50 U.S.C. App. 1211, et seq.), as amended, and to any subsequent act of Congress providing for the renegotiation of contracts. Nothing contained in this clause shall impose any renegotiation obligation with respect to this contract or any subcontract hereunder which is not imposed by an act of Congress heretofore or hereafter enacted. Subject to the foregoing, this contract shall be deemed to contain all the provisions required by Section 104 of the Renegotiation Act of 1951, and by any such other act, without subsequent contract amendment specifically incorporating such provisions.
(b) The Contractor agrees to insert the provisions of this clause, including this paragraph (b), in all subcontracts, as that term is defined in Section 103g of the Renegotiation Act of 1951, as amended. 7.103-14 [Reserved] 7.103-15 [Reserved]
7.103–16 Contract Work Hours Standards Act-Overtime Compensation. Insert the clause set forth in 12.303–1. Note the prefatory language required by 12.303-2 for use in contracts with a State or political subdivision thereof.
7.103-17 Walsh-Healey Public Contracts Act. Insert the clause set forth in 12.605.
7.103–18 Equal Opportunity. Insert one or the other of the following clauses, as required by and in accordance with the instructions in 12.802: (i) the "Equal Opportunity” clause set forth in 12.802-1, or (ii) the "Equal Opportunity in Federally Assisted Construction Contracts” clause set forth in 12.802-2.
7.103–19 Officials Not To Benefit.
No member of or delegate to Congress, or resident commissioner, shall be admitted to any share or part of this contract, or to any benefit that may arise therefrom; but this provision shall not be construed to extend to this contract if made with a corporation for its general benefit.
7.103–20 Covenant Against Contingent Fees. Insert the clause set forth in 1.503.
7.103–21 Termination for Convenience of the Government. Insert the appropriate clause set forth in 8.701.
7.103–22 Authorization and Consent. Insert the clause set forth in 9.103(a).
7.103–23 Notice and Assistance Regarding Patent and Copyright Infringement. Insert the clause set forth in 9.105.
7.103–53 Interest. INTEREST (JANUARY 1963)
Notwithstanding any other provision of this contract, unless paid within 30 days all amounts that become payable by the Contractor to the Government under this contract (net of any applicable tax credit under the Internal Revenue Code) shall bear interest at the rate of six percent per annum from the date due until paid. Amounts shall be due upon the earliest one of (i) the date fixed pursuant to this contract, (ii) the date of the first demand for payment, (iii) the date of a supplemental agreement fixing the amount, or (iv) if this contract provides for revision of prices, the date of written notice to the contractor stating the amount of refund payable in connection with a pricing proposal or in connection with a negotiated pricing agreement not confirmed by contract supplement. 7.104 Clauses Required To Be Used When Applicable. 7.104-1 Clauses for Contracts Involving Construction Work.
(a) In accordance with the requirements of Part 12, Subpart 4, insert in fixed-price supply contracts which involve construction work the clauses listed below, which are set forth in 12.403-1:
Contract Termination-Debarment (b) In accordance with the requirements of 6.207, insert in all contracts for construction, except those executed on Standard Form 19 and NASA Form 1379, the clause entitled “Buy American," as set forth in 6.207 (c).
CLAUSES FOR FIXED-PRICE SUPPLY CONTRACTS
7.104–2 Soviet-Controlled Areas. In accordance with the requirements of 6.403, insert the clause set forth therein and include in the Schedule of the contract the list of Soviet-controlled areas set forth in 6.401–2.
7.104–3 Buy American Act. In accordance with the requirements of Part 6, Subpart 1, insert the clause set forth in 6.104-5.
7.104-4 Notice to the Government of Labor Disputes. Wherever work is to be performed and a work stoppage would result in delay in an urgent NASA program, insert the following clause:
NOTICE TO THE GOVERNMENT OF LABOR DISPUTES (SEPTEMBER 1962)
(a) Whenever the Contractor has knowledge that any actual or potential labor dispute is delaying or threatens to delay the timely performance of this contract, the Contractor shall immediately give notice thereof, including all relevant information with respect thereto, to the Contracting Officer.
(b) The Contractor agrees to insert the substance of this clause, including this paragraph (b), in any subcontract hereunder as to which a labor dispute may delay the timely performance of this contract; except that each such subcontract shall provide that in the event its timely performance is delayed or threatened by delay by any actual or potential labor dispute, the subcontractor shall immediately notify his next higher tier subcontractor, or the prime contractor, as the case may be, of all relevant information with respect to such dispute.
7.104–5 Patent Indemnity. Under the circumstances specified in 9.104, the clause set forth therein may be included in the contract.
7.104–6 Filing of Patent Applications. In accordance with the requirements of 9.107, insert the clause set forth therein.
7.104-7 New Technology. In accordance with the requirements of 9.101-2, insert the clause set forth in 9.101-4.
7.104–9 Rights in Data. In accordance with the requirements of 9.203, insert the clause in 9.203–1, as amended by 9.203—2 and, if applicable, by 9.203–3.
7.104-10 Ground and Flight Risk. In all negotiated fixed-price type contracts for the production, modification, maintenance, or overhaul of aircraft, insert the clause set forth in 10.404.
7.104–12 Security Requirements. Insert the following clause in all contracts which are classified “Confidential” or higher and in other contracts which may require access to classified information or material:
SECURITY REQUIREMENTS (SEPTEMBER 1962)
(a) The provisions of this clause shall apply to the extent that this contract involves access to information classified “Confidential" or higher.
(b) NASA shall notify the Contractor of the security classification of this contract and the elements thereof, and of any subsequent revisions in such security classification, by the use of a Security Requirements Checklist (DD Form 254), or other written notification.
(c) The Contractor agrees to execute, if he has not already done so, a Security Agreement (DD Form 441) with the Government, represented by the Military Department assigned security cognizance over the Contractor's facility. To the extent the Government has indicated, as of the date of this contract, or thereafter indicates a security classification under this contract as provided in paragraph (b) above, the Contractor shall safeguard all classified elements of this contract and shall provide and
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