Starwin Industries located in Dayton, Ohio (937)293-8568

Standard Terms and Conditions

This document, together with the attachments appended hereto, constitutes the Terms and Conditions for the Contract between the parties, and acceptance is strictly limited to the terms and conditions contained herein.  Additional or differing terms, conditions, or limitations of liability proposed by Seller, whether in a quote, acceptance or delivery document, shall have no effect unless accepted in writing by Starwin Industries.  In particular, any limitation of liability or disclaimer differing from the terms herein is expressly rejected. 


1. Definitions:  As used throughout this Contract and/or other document(s) expressly incorporated herein by reference, the terms listed below shall have the described meaning:


(a)    “Buyer” shall mean Starwin Industries and/or the entity identified as the Buyer in this Contract.

(b)   “Contract”, “Purchase Order”, or “Order” shall mean the purchase order attached hereto, these terms and conditions, and any drawings, specifications, or special conditions appended hereto or documents incorporated herein.

(c)    “Goods” or “Products” shall mean those items identified in this Contract, which may be changed, from time to time by the mutual agreement of the parties.

(d)   “Seller” shall mean the party with whom Buyer places an Order.


2. Order of Precedence:  In the event of a conflict between these terms and conditions and other portions of the Contract, the order of precedence shall be as follows:


(a) Purchase Order, including any typed provisions on the face of the purchase order specifically modifying the terms and conditions as approved by Buyer and Seller;

(b) These terms and conditions;

(c) Terms set forth in any specification(s);

(d) Terms set forth in any engineering drawing(s).


Said order of precedence shall not include or be limited by any third party or “Industry Standards” unless specifically agreed by the parties in writing executed prior to acceptance of the Contract.


3. Procurement Personnel and Agents:  Only authorized personnel or agents of Buyer are permitted to commit any company funds. Buyer’s authorized personnel for this order are as follows: President, Vice President, Purchasing Agent, Estimator, Manufacturing Team Leader or Prototype Leader.  Any verbal orders, purchase orders, and amendments by unauthorized personnel may result in nonpayment and, for willful violations on the part of the Seller, potential disqualification of Seller from consideration for future contracts. 


4.  Quality Assurance:  Seller must comply with all requirements set forth in SAE AS9100 Revision C, and may be subject to Seller Quality audits to assess processing and Quality compliance capabilities. 


(a)  Buyer will describe the products or services to be purchased in terms of the following requirements (where appropriate):

(i)          The requirements for approval of products or services, procedures, processes and equipment;

(ii)        The requirements for qualification of personnel (eg. X-ray Inspector, Welder, Weld Inspector);

(iii)      The quality management system requirements;

(iv)       The identification and revision status of specifications, drawings, process requirements, inspection/verification instructions and relevant technical data;

(v)        The requirements for design, test, verification (including production process verification), use of statistical techniques for product acceptance, and related instructions for acceptance by Starwin, and as applicable critical items including key characteristics

(vi)       The requirements for test specimens (e.g. production method, number, storage conditions) for design approval, inspection/verification, investigation or auditing.


(b)   The specification “Make Complete” on the Purchase Order means that all conditions required by the Purchase Order, including Engineering Drawings, apply.

(c)    When specified in the Buyer purchase order, Seller must have appropriate gauging to verify the conformity of the manufactured item.

(d)   Seller must use customer approved special process resources when required. 

(e)    In addition to the above requirements, Seller shall have processes and procedures in place to:


(i)          Notify Buyer upon the occurrence of any nonconforming product produced;

(ii)        Secure all nonconforming product(s) until Buyer has had an opportunity to evaluate and make arrangements for the disposition of nonconforming product(s);

(iii)      Notify Buyer of any changes in the product and/or process, changes of suppliers, changes of manufacturing location and where required, obtain Starwin approval and;

(iv)       Provide Buyer, its customers, and regulatory authorities the right of access to the applicable areas of all facilities, at any level of the supply chain, involved in the order and to all applicable records related to the order;

(v)        Flow down to sub-tier suppliers the applicable requirements including customer requirements.


5.  Price and Set-Off: 


(a)    All prices listed are firm fixed prices and can not be changed without Buyer’s written or verbal acceptance of the proposed change. In the event of a decrease in Seller’s published prices for the products covered by this Contract, the contract prices shall be reduced accordingly.  The reduced price shall apply to all of the Buyers Purchase Orders affected by the reduction within thirty (30) days of the published reduced price, unless otherwise agreed by the parties in writing. No charges of any kind shall be added to the prices and charges appearing on the face of this [order/contract],  without Buyer’s written or verbal permission                                                                 .

(b)    In the event Seller is liable to Buyer for any amounts pursuant to this Contract, Buyer may, at its option, set-off against any amounts payable to Seller under this Contract.


6. Packaging, Transportation, and Delivery:



(b)       Seller shall suitably pack, mark, and ship all materials in strict accordance with any instructions provided by Buyer. In the absence of such instructions, Seller shall prepare and package the Goods to prevent damage or deterioration in accordance with standard commercial practices.  Seller shall make all reasonable efforts to ship the Goods so as to secure the lowest shipping cost possible. Parts must be packaged with sufficient packaging material to avoid damage during transit.  Metal-to-metal contact is prohibited at all times unless the material/surface is able to or will be machined by Buyer.  Notwithstanding the foregoing, the cost of repairing any damage to Goods not packed to ensure proper protection to the same will be charged to Seller.

(c)       No additional charges shall be made to B uyer for packing, boxing, marking, shipping, drayage, or storage unless authorized in writing by Buyer.  Buyer may, upon reasonable notice to Seller, change the date of scheduled shipments or direct temporary suspension of scheduled shipments, neither of which shall entitle Seller to a modification of price for the Goods covered in the Order.

(d)       Deliveries shall be made in the quantities and at the times specified in the Order or in supplementary schedules furnished by Buyer.

(e)       Seller shall immediately notify Buyer if Seller has reason to believe delivery will not be made as scheduled.  If Seller’s deliveries fail to meet Buyer’s delivery schedule, Buyer, without limiting its other remedies, may (1) reject the Goods and cancel the Order, (2) direct Seller to use expedited routing at Seller’s expense, or (3) Buyer may terminate the Contract as to the remaining Goods not delivered, purchase substitute goods elsewhere and charge to Seller any increase in costs, including procurement costs, attributable to Buyer’s purchase of the substitute goods.

(f)        Buyer shall not be required to make payment for Goods delivered to Buyer that are in excess of the quantities specified in the Purchase Order and Buyer reserves the right to return any overshipment made by Seller at Seller’s expense.

(g)       Charges for packaging, storage, and shipping, including any applicable federal, state and local taxes are included in the price stated on the Purchase Order.  Unless specified in the Order, Buyer will not accept a C.O.D. shipment.

(h)       Delivery shall not have occurred and risk of loss shall not have shifted to Buyer until the Goods have been delivered to Buyer’s facility or any other location specified by Buyer and such Goods have been accepted by Buyer.


7.  Inspection and Acceptance:


(a)     Work performed and Goods received are subject to inspection and rejection by the Buyer.  Seller shall provide right of access, on a non-interference basis, and inspection/testing of Goods to Buyer, Buyer’s designee(s), and any associated regulatory authorities to any area of Seller’s facilities where any part of the work is being performed at any stage of manufacture before delivery. 

(b)    Buyer’s acceptance of Goods shall be subject to Buyer’s final inspection within sixty (60) days after receipt at destination, notwithstanding any payment or prior test or inspection.

(c)     Seller shall keep and maintain proper and adequate inspection, test and related records, which shall be available for review by Buyer or Buyer’s designee(s) and shall furnish copies of all information which may be required by Buyer or Buyer’s designee(s).


8.  Rejection: If any of the Goods are found to be defective in material or workmanship, or otherwise not in conformity with the requirement of the Order, Buyer, in addition to any other rights which it may have under the remaining sections of this Contract or otherwise, may, at its option, (1) correct or have corrected the nonconformity at the Seller’s expense, (2) reject and return such Goods at Seller’s expense for a refund or credit to Buyer, or (3) obtain conforming goods from another source.  Seller shall be liable for any increase in costs, including procurement costs, attributable to Buyer’s rejection of the nonconforming Goods. 


9.  Changes:


(a)    Buyer reserves the right to make changes in specifications or requirements of the Order at any time that are within the scope of the Purchase Order. If such a change causes an increase or decrease in the price, time of performance, or scheduled delivery, Seller shall promptly notify Buyer. Seller shall not unilaterally modify the price or delivery date.  Seller may not charge any additional or increased fees due to a change in the Purchase Order unless such additional or increase in fee is authorized by the Buyer after Seller requests an equitable adjustment. However, nothing in this provision shall entitle Seller to stop or delay performance under the Order, or shall excuse Seller from proceeding immediately with the directed change(s).

(b)   When specified in the Purchase Order, no process changes are permitted without prior consent from Buyer.

(c)    The maximum liability of the Buyer for obsolescence, scrappage, and/or rework resulting from any change shall be limited to the materials and parts in process at the time of the change and when such parts are within the Seller’s normal manufacturing cycle required to meet the established delivery schedule.  Buyer shall not be liable for cost of obsolescence, scrappage, or rework of materials and parts, which Seller has released for manufacture in advance of Seller’s normal manufacturing process.

(d)   If this order is placed under a Government Prime Contract, the pricing of any equitable adjustment hereunder, or of any other adjustment under this order, shall be in accordance with the cost principles enunciated in Part 31 of the Federal Acquisition Regulation in effect on the date of this order.


10.  Payment


(a)    All requests for payment shall be made by invoice only. Buyers shall promptly pay Seller the amount due using the payment terms identified in the Contract unless the invoiced amount is in dispute or Buyer exercises its right to set-off.

(b)    All of Seller’s invoices covering charges for special tooling or equipment, or design, engineering, research, or related services, shall be accompanies by a detailed list showing the charges for these items. 

(c)    All such invoices shall be net forty-five (45) days.  All tooling separately invoiced  shall be the property of Buyer and will be provided to Buyer on request.


11.  Force Majeure: Neither party shall be deemed to be in breach of the Contract or otherwise liable to the other party in any manner whatsoever for any failure or delay in performing its obligations under the Contract due to a Force Majeure (as defined herein) event. If a party’s performance of its obligations under the Contract is affected by a Force Majeure event, then it shall give notice to the other party, specifying the nature and extent of the Force Majeure event, within seven (7) days of becoming aware of the Force Majeure event and will at all times use all reasonable efforts to mitigate the severity of the Force Majeure event. If the Force Majeure event            prevails for a continuous period in excess of sixty (60) days after the date on which the Force Majeure event begins, the party not in default is then entitled to give notice in writing to the defaulting party to terminate the Contract. The notice to terminate must specify the termination date. Neither party shall be liable for any claims, damages or penalties for such failure or delay. For the purposes herein, "Force Majeure" means, in relation to either party, acts of God, acts of war or national emergency, riots, terrorism, fire or explosion in the facility where the work is performed impairing said work, strikes, freight embargoes, or flood.





12.  Warranty:


(a)    Seller warrants that all Goods will: (1) be of good and merchantable quality and workmanship and free from defects; (2) conform to the drawings, specifications, descriptions, and samples furnished or specified by Buyer; (3)                                                                             be suitable for its intended purposes;                                                                                          (4) be free and clear from all liens and encumbrances; and (5) be fit for their particular purpose, if Seller knows or has reason to know of such particular purpose.  The Warranties contained in this paragraph are in addition to the warranties provided by law including, without limitation, as specified in the Uniform Commercial Code.  These warranties shall survive delivery.

(b)   Seller warrants and represents that the Goods will be produced, distributed, shipped, packaged and/or performed in compliance with all applicable federal, state and local laws and regulations, including without limitation, laws, rules and regulations including, but not limited to laws dealing with fair labor standards. On Buyer’s request, Seller agrees to furnish satisfactory evidence of compliance.


13.  Indemnification:


(a)    Seller shall indemnify and hold harmless, and at Buyer’s request, defend Buyer, its officers, directors, employees, and agents and invitees from and against all claims, liabilities, demands, losses, costs, damages and expenses, including but not limited to attorneys’ fees and other costs of litigation arising out of or in any way connected with the Goods provided under this Agreement, including, without limitation: (i) the breach of any warranty contained herein; (ii) any claim based on the death or bodily injury to any person, destruction or damage to property, or contamination of the environment and any associated clean up costs; (iii) any claim based on the negligence, omissions or willful misconduct of Seller or any of Seller’s agents, subcontractors, employees or anyone acting on behalf of Seller; and, (iv) any claim by a third party against Buyer alleging that the Goods (including but not limited to software), or any other products or processes provided under this Agreement, infringe a patent, copyright, trademark, trade secret or other proprietary right of a third party, whether such are provided alone or in combination with other products, software or processes. Seller shall not settle any such suit or claim without Buyer’s prior written approval.

(b)   Seller’s obligation to indemnify Buyer shall apply regardless of whether the claim arises in tort, negligence, contract, warranty or strict liability or otherwise, except to the extent any such liability arises out of the gross negligence of Buyer.

(c)    Seller shall without limitation as to time, defend, indemnify and hold Buyer harmless from all liens which may be asserted against property covered hereunder, including without limitation mechanic’s liens or claims arising under Worker’s Compensation or Occupational Disease laws and from all claims for injury to persons or property arising out of or related to such property unless the same are caused solely and directly by Buyer’s negligence.


14. Suspension: On the Buyer’s request, Seller shall immediately suspend shipments of materials and performance of work for reasonable periods.  Also, the Buyer reserves the right to cancel this order in whole or part at any time without cause.  Any extensions in times of delivery or performance, and any losses or damages resulting from suspension of shipments or partial or total cancellation of the order, shall be equitably adjusted between Buyer and Seller. The Buyer shall not be liable for failure to accept delivery of materials or performance of work due to causes beyond Buyer’s control, including without limitation fire, flood, or other casualty, court orders, acts of governmental authorities, or strikes or other work stoppages.  Seller will not be entitled to recover any incidental or consequential damages upon any cancellation or breach by Buyer under or related to this order.


15.  Termination:


(a)     Default: Buyer shall have the option to terminate the Contract for default, in whole or in part if Seller fails to perform its obligations under the Contract, including without limitation the failure of Goods to conform to warranty stated in these terms and conditions, or Seller’s failure to make delivery as required.  Buyer may also terminate the Contract for default if Seller: (a) becomes insolvent; (b) files a voluntary petition in bankruptcy; (c) has an involuntary petition in bankruptcy filed against it; (d) has a receiver or trustee appointed for it; or (e) makes an assignment for the benefit of creditors. In the event of termination for default, without prejudice to any other rights or remedies, Buyer has the right to: (a) refuse to accept delivery of Goods and/or performance of work; (b) return to Seller any Goods already accepted, recover any payments made for the same and for freight, storage, handling, and other expenses incurred, and be relieved of liability for any further payments to Seller made pursuant to the Contract; (c) recover any payments made to Seller for undelivered or returned Goods or work to be performed; and (d) purchase elsewhere and charge Seller with any resultant losses.

(b)    Termination for Convenience: Buyer may terminate the Contract for any reason, in whole or in part, by a change order directing termination.                                                                                       Seller shall immediately cease all work on terminated Goods, cancel all orders for components and supplies related to terminated Goods on the best terms available and return to its stock or the stock of its suppliers any reusable components and supplies.  Buyer shall pay Seller a termination fee equal to actual costs incurred for work completed and accepted, plus additional expenses incurred by Seller as a direct result of termination, less any amounts previously paid with respect to the terminated Goods and credits for components and supplies returned to the stock of Seller and its suppliers.  All work in process and other supplies identified to the terminated Goods and not returned to stock of Seller or its suppliers, shall be the property of buyer and disposed of according to Buyer’s instructions. Buyer shall i n                                                                                                                                                                                                                                                          no event be required to pay termination fees in excess of the purchase price of any terminated Goods.  Except as expressly set forth in this section, Buyer shall not be liable for any damages as a result of any termination including, without limitation, anticipated or lost profits, or special, incidental or consequential damages.                                            Seller shall continue performance of the order to the extent not terminated. 


16. Records and Audits:


(a)     Seller will control records created and/or retained during processing of products or processes unless directed by Buyer.

(b)      Seller agrees that Buyer, or Buyer’s designee(s), shall have access to any books, documents, papers and records of the Seller which are directly pertinent to the work performed and Goods provided hereunder, for the purpose of making audits, examinations, excerpts and transcriptions upon prior written request and during normal business hours for a period of up to ten (10) years. Should Seller cease business, Seller shall provide Buyer with a copy of all records applicable to this Purchase Order.


17. Confidentiality:  All information which Buyer has divulged or may divulge to the Seller and any information relating to the product or Goods which may have come into the possession of the Seller in the course of carrying out Buyer’s purchase order, shall be treated by the Seller in confidence and shall not, without prior written consent of Buyer, be disclosed to any third parties, or be used for any purpose other than for the execution of this order.



18. Dispute:


(b)   Buyer and Seller agree to timely notify each other of any claim, dispute, or cause of action arising from or related to this Purchase Order, and to negotiate in good faith to resolve any such dispute.  If any dispute arises under this Contract, Buyer and Seller will hold a meeting attended by at least one Corporate Executive from each Party.  The meeting will be held within fourteen (14) days of either Party requesting such a meeting.  Such meeting shall be held telephonically if travel is impracticable for either Party.  The meeting will be an attempt to negotiate a good faith resolution to the claim or dispute.  The Corporate Executives will have the power to negotiate on behalf of the Parties and will be authorized to settle the dispute.  Any statements or representations made in such a meeting will be for purposes of settlement only and will not be admissible as evidence in court.  Any written settlement agreement executed by the Parties shall be admissible in court.

(c)    After the initial meeting, the Corporate Executives may agree to a further meeting or meetings.  If the matter has not been resolved within fourteen (14) days of the meeting deemed final by at least one Executive, the Parties agree to submit the matter to mediation in Dayton, Ohio.  The Parties will choose a mutually agreeable mediator and will share the costs of the mediation equally.

(d)   If the Parties are unable to resolve their dispute through negotiation or mediation, then either may institute an action against the other in a court of competent jurisdiction in Greene or Montgomery County, Ohio. Such action must be commenced with sixty (60) days after the completion of the mediation or any claim is irrevocably waived.  Buyer and Seller each waive any rights that either Party may have to trial before a jury on any dispute arising from or related to this Contract.

(e)    Nothing in this Section 18 shall preclude either Party from filing an action in court at any time for injunctive relief to prevent injury involving the use or disclosure of the other Party’s intellectual property rights for which monetary damages would be inadequate. 

(f)    Any action arising from or related to this Contract shall be instituted and litigated in any federal or state court located in Greene County or Montgomery County, Ohio.  The parties hereby irrevocably consent to the jurisdiction of the courts of Greene County and Montgomery County, Ohio.

(g)   Pending the resolution of any Dispute, Seller shall proceed diligently with the performance of this Purchase Order and in accordance with all the Terms and Conditions contained herein and with the Buyer’s direction thereof. Buyer and Seller shall each bear its own costs of processing any dispute hereunder.


19. Governing Law: Buyer and Seller hereby submit themselves to the Jurisdiction of the State of Ohio in connection with any cause of action arising under this contract.  The laws of the State of Ohio shall govern the validity, performance, construction and effect of this contract.


20. Compliance with Law:


(a)    Seller shall comply with all applicable Federal, state, and local laws, Executive Orders, rules and regulations during performance of the Contract, including but not limited to, the Occupational Health and Safety Act (OSHA); Toxic Substances Control Act; the Fair Labor Standards Act (FLSA); the Clean Air Act; the International Traffic in Arms Regulations (ITAR); and the Anti-Kickback Act.

(b)   Seller shall control the dissemination of and access to technical data, information and other items received under this Contract in accordance with U.S. export control laws and regulations, including but not limited to the Arms Export Control Act,, the Export Administration Act, including the Export Administration Regulations, and the International Traffic in Arms Regulations (ITAR).  The Seller shall indemnify Buyer for all liabilities, penalties, losses damages, costs or expenses that may be imposed on or incurred by Buyer in connection with any violations of such laws and regulations by the Seller. 


21.  Assignment:  This order may not be assigned by Seller in whole or part without Buyer’s written consent.  This order and its terms and conditions are binding on the parties and their successors and assigns.


22.  Subcontracting:  The requirements of this  Contract must be flowed down to all Sellers and their sub-tier Sellers (including FAR, DFARS, and ITAR).


23.  Government Contracts:  For Contracts placed in support of and charged to a U.S. Government Contract:  (i) the appendices to the Contract will include a list or lists of clauses set forth in the Federal Acquisition Regulation (FAR) or the Defense Federal Acquisition Regulation Supplement (DFARS); (ii) such appended FAR and DFARS clauses are incorporated herein by reference as if set forth at length herein; and, (iii) the terms “Government” and “Contractor” contained in the FAR and DFARS clauses shall be revised to identify the Seller and the Buyer respectively.


24.  Notices:  All notices shall be delivered by hand or by courier, facsimile, express mail (or its equivalent), or postage prepaid certified or registered mail to the address listed on the face hereof, and shall be deemed effective on the earlier of actual receipt or three (3) business days after having been sent.




Supplement 1


Starwin Industries.

General Terms and Conditions

Supplement 1 – Government Contract Provisions from the Federal Acquisition Regulation (FAR)






1.      When the materials or products furnished are for use in connection with a Government contract or subcontract, in addition to the General Provisions, the following provisions shall apply, as required by the terms of the prime contract or by operation of law or regulation. In the event of a conflict between these FAR provisions and the General Provisions, the FAR provisions shall control.

2.      The following clauses set forth in the FAR in effect as of the date of the prime contract are incorporated herein by reference. 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 this purchase order.



                                             Title of Clause


Defense Priority and Allocation Requirements                                                                     52.211-15


Combating Trafficking in Persons                                                                                           52.222-50


Restrictions on Certain Foreign Purchases                                                                             52.225-13


Patent Rights—Ownership by the Contractor                                                                        52.227-11

(Applicable only to contracts for experimental, developmental, or research work to be performed by a small business concern or nonprofit organization.)






        Payment by Third Party                                                                                                             52.232-36   


        Applicable Law for Breach of Contract Claim                                                                      52.233-4


Subcontracts for Commercial Items                                                                                        52.244-6

Preference for US – Flag Air Carriers                                                                                     52.247-63




                                             Title of Clause



Convict Labor                                                                                                                             52.222-3

Buy American Act- Supplies                                                                                                    52.225-1



                                             Title of Clause



Prohibition of Segregated Facilities                                                                                        52.222-21

Equal Opportunity                                                                                                                      52.222-26

Affirmative Action for Workers with Disabilities                                                                               52.222-36



                                             Title of Clause



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


Buy American Act – Free Trade Agreements (Alternate I),                                                 52.225-3          

        (orders over $25,000 but  less than $50,000; for orders over $50,000 but less than $70,079, use Alternate II.)                                                                                                                                           




                                             Title of Clause



Protecting the Government’s Interest when Subcontracting with Contractors Debarred,         52.209-6

        Suspended, or Proposed for Debarment     





                                             Title of Clause


Audit and Records - Negotiation                                                                                             52.215-2

(Applicable in all subcontracts that exceed the simplified acquisition threshold, and 1) that are cost-reimbursement, incentive, time, and materials, labor-hour, or price-determinable or any combination of these; 2) for which cost or pricing data are required; or 3) that require the subcontractor to furnish reports as discussed in paragraph (e) of the clause.)

Integrity of Unit Prices                                                                                                              52.215-14

(Does not apply to subcontracts for construction or architect-engineer services under FAR Part 36, utility services under FAR Part 41, services where supplies are not required, commercial items, and petroleum products..)







Limitations on Subcontracting                                                                                                                52.219-14


Equal Opportunity for Special Disabled Veterans, Veterans of the Vietnam Era,           52.222-35

        and Other Eligible Veterans


Employment Reports on Special Disabled Veterans, Veterans of the Vietnam Era,                      52.222-37

        and Other Eligible Veterans


Toxic Chemical Release Reporting                                                                                         52.223-14

(Does not apply to subcontracts for commercial items.)



       Notice and Assistance Regarding Patent and Copyright Infringement                               52.227-2

Value Engineering                                                                                                                      52.248-1

(Applicable to all subcontracts over $100,000 but may be included in subcontracts of lesser value.)

Termination for Convenience of the Government (Fixed Price)                                        52.249-2

Default (Fixed-Price Supply and Service)                                                                              52.249-8




                                             Title of Clause



Gratuities                                                                                                                                     52.203-3

Covenant Against Contingent Fees                                                                                          52.203-5

Restrictions on Subcontractor Sales to the Government                                                      52.203-6

        Anti-Kickback Procedures                                                                                                        52.203-7

        Limitation on Payments to Influence Certain Federal Transactions                                                 52.203-12

        Employment Eligibility Verification (Jan 2009)                                                                                  52.222-54

Authorization and Consent                                                                                                       52.227-1



                                             Title of Clause



        Trade Agreements                                                                                                                      52.225-5





                                             Title of Clause



        Small Business Subcontracting Plan                                                                                       52.219-9


        Liquidated Damages – Subcontracting Plan                                                                           52.219-16




                                             Title of Clause



        Contractor Code of Business Ethics and Conduct (Dec 2008)                                           52.203-13


        Display of Hotline Poster (Dec 2007)                                                                                     52.203-14








   Supplement 2


Starwin Industries.

General Terms and Conditions

Supplement 2 – Government Contract Provisions from the Department of Defense Federal Acquisition Regulation (DFARS)




When the materials or products furnished are for use in connection with a U.S. Government Department of Defense contract or subcontract, in addition to the General Provisions and the FAR provisions, the following provisions shall apply, as required by the terms of the prime contract or by operation of law or regulation. In the event of a conflict between these DFARS provisions and the General Provisions or the FAR provisions, the DFARS provisions shall control.


The following clauses set forth in the DFARS in effect as of the date of the prime contract are incorporated herein by reference. In all clauses listed herein, the terms “Government”, “Contracting Officer’ and “Contractor” shall be revised to suitably identify the contracting parties under this purchase order and effect the proper intent of the provision except where further clarified or modified below. “Subcontractor”, however, shall mean “Seller’s Subcontractor” under this purchase order. The Seller, by signing its offer, hereby certifies compliance with the following clauses and is, therefore, eligible for award.





Title of Clause



Requirements Relating to Compensation of Former DoD Officials                                              252.203-7000


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

(Does not apply to subcontracts for commercial items or components.)


Disclosure of Information                                                                                                                                  252.204-7000


Pricing Adjustments                                                                                                                             252.215-7000


Buy American Act and Balance of Payments Program                                                                   252.225.7001


Qualifying Country Sources as Subcontractors                                                                               252.225.7002


Restriction on Acquisition of Specialty Metals                                                                               252.225-7008


Restriction on Acquisition of Certain Articles Containing Specialty Metals                              252.225-7009


Duty-Free Entry                                                                                                                                    252.225-7013

(Applicable to all subcontracts for (i) qualifying country components or (ii) nonqualifying country components for which the Contractor estimates that duty will exceed $200 per unit.)


Restriction of Acquisition of Hand or Measuring Tools                                                                252.225-7015


Restriction on Acquisition of Ball and Roller Bearings                                                                 252.225-7016

(Flow down to all subcontracts except for those for i) commercial items, or ii) items that do not contain ball or roller bearings.)

Rights in Technical Data – Noncommercial Items                                                                           252.227-7013


Rights in Bid or Proposal Information                                                                                               252.227-7016


Identification and Assertion of Use, Release, or Disclosure Restrictions                                                  252.227-7017


Deferred Delivery of Technical Data or Computer Software                                                        252.227-7026


Deferred Ordering of Technical Data or Computer Software                                                                       252.227-7027


Validation of Restrictive Markings on Technical Data                                                                                 252.227-7037

(Does not apply to commercial items or commercial components.)




Electronic Submission of Payment Requests and Receiving Reports                                          252.232-7003


Subcontracts for Commercial Items and Commercial Components (DOD contracts)               252.244-7000

(Applicable to subcontracts for either commercial items or commercial components.)


Transportation of Supplies by Sea                                                                                                                    252.247-7023





Title of Clause



Buy American Act and Balance of Payments Program                                                                   252.225-7001






Title of Clause



Subcontracting with Firms that are Owned or Controlled by                                                         252.209-7004

the Government of a Terrorist Country


Preference for Certain Domestic Commodities                                                                                252.225-7012



Title of Clause



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


Requests For Equitable Adjustments                                                                                                 252.243-7002






Title of Clause



Utilization of Indian Organizations, Indian-Owned Economic Enterprises,                               252.226-7001

and Native Hawaiian Small Business Concerns






Title of Clause



Small Business Subcontracting Plan (DoD contracts)                                                                                   252.219-7003


Small Business Subcontracting Plan (Test Programs)                                                                                    252.219-7004


Quarterly Reporting of Actual Contract Performance Outside the United States.                                     252.225-7006

(Does not apply to subcontracts for commercial items, construction, ores, natural gases, utilities, petroleum products and crudes, timber (logs), or subsistence.)





Title of Clause



Provision of Information to Cooperative Agreement Holders                                                                      252.205-7000


Restriction on the Use of Mandatory Arbitration Agreements                                                                     252.222-7006


Waiver of United Kingdom Levies                                                                                                                   252.225-7033

(Applies only where a lower-tier subcontract exceeding $1,000,000 with a U.K. firm is anticipated.)