GPO Contract Terms

Solicitation Provisions, Supplemental Specifications, 

and Contract Clauses

Prospective suppliers should carefully read this publication as the

applicable terms within become an integral part of contracts with 

the U.S. Government Publishing Office. This copy should be retained 

for reference.

GPO Publication 310.2 

Effective December 1, 1987 (Rev. 01-18)

U.S. GOVERNMENT PUBLISHING OFFICE

732 North Capitol Street, NW

Washington, DC 20401-0001

Keeping America Informed | OFFICIAL | DIGITAL | SECURE

www.gpo.gov | facebook.com/USGPO | twitter.com/usgpo

Contract Terms — GPO Publication 310.2 i

TABLE OF CONTENTS

SOLICITATION PROVISIONS

1. Definition of words and terms 1

2. Preparation of bids 1

3. Information furnished to bidders 1

4. Amendments to solicitations 1

5. Submission of bids (except quotes) 1

6. Submission of Quotes 2

7. Facsimile bids 2

8. Late submissions, modifications, and withdrawals of bids 2

9. Late submissions, modifications, and withdrawals of proposals (or quotations as applicable) 3

10. False statements in bids 4 

11. Postponement of sealed bid opening (invitation for bid) 4

12. Discounts 4 

13. Contract award—sealed bid (invitation for bid) 5 

14. Contract award—competitive negotiation (request for quotations/Request for proposals) 5 

15. Certification of independent price determination 5 

16. Government furnished property 6 

17. Utilization of small, small disadvantaged, and women-owned small business concerns 6 

18. Service of protest 7 

19. Recovered materials program 7 

REPRESENTATIONS, CERTIFICATIONS, BID ACCEPTANCE 

R–1. Small business concern 8 

R–2. Small disadvantaged business concern 8 

R–3. Women-owned small business concern 8 

C–1. Covenant against contingent fees 8

C–2. Buy American certification 8 

C–3. Clean air and water 8 

C–4. Certificate of independent price determination 9 

C-5. Certification regarding responsibility matters 9

C–6. Certification of nonsegregated facilities 11

C-7. Notice to prospective subcontractors of requirements for certification of nonsegregated facilities 11

Bid acceptance period 11

Referenced documents 11
ii Contract Terms — GPO Publication 310.2

SUPPLEMENTAL SPECIFICATIONS

General

1. Ink 12

2. Quality 12

3. Packing 12 

4. Labeling and marking 14

5. Deliveries 14

6. Shipping instructions 14

7. Drayage and special charges 15

8. Palletizing 15

9. Imprints, unless otherwise specified 16 

10. Reproduction media 16

11. Certificate of conformance 16

12. Changes on multipart sets 16

13. Timework/System timework 17 

14. Departmental random copies (blue label) 17 

Proofs

15. General requirements 17 

16. Author’s alterations 17 

17. Proofing procedures 18 

Design for Type III pallet 19 

CONTRACT CLAUSES 

1. Contractual responsibility 20

2. Order of precedence 20

3. Workday 20

4. Changes 20

5. Disputes 20

6. Subcontracts 21

7. Government furnished property (GFP) 22

8. Use of Government furnished property 22

9. Risk of loss 22 

10. Return of Government property 22

11. Quantity variations 23

12. Notice of compliance with schedules 23

13. Failure to ship/deliver full quantities 24 

14. Inspection and tests 25

15. Warranty 26

16. Notice and assistance regarding patent and copyright infringement 28

17. Patent indemnity 28

18. Reproduction of printing prohibited 28 

19. Termination for convenience of the Government 28

20. Default 31
Contract Terms — GPO Publication 310.2 iii

21. Actual damages 32 

22. Liquidated damages 32 

23. Delay in deliveries 33 

24. Payments on purchase order 33 

25. Partial payment 34 

26. Payment for accelerated delivery 34 

27. Federal, State and local taxes 34 

28. Payments made by GPO 35

29. Assignment of claims 37 

30. Convict labor 37 

31. Contract Work Hours and Safety Standard Act—overtime compensation 37 

32. Walsh-Healey Public Contracts Act 38 

33. Equal opportunity 38 

34. Nondiscrimination because of age 40 

35. Equal opportunity for workers with disabilities 40 

36. Equal opportunity for veterans 41 

37. Buy American Act 44 

38. Advertising of award prohibited 45 

39. Maintenance of Records on Recovered Materials in paper products 45

40. Examination of records 45 

41. Audit and records—sealed bidding 45 

42. Price reduction for defective cost or pricing data—modifications—sealed bidding 46 

43. Audit and records—Negotiation 47

44. Gratuities 48 

45. Covenant against contingent fees 48 

46. Contract cost principles and procedures 49

47. Joint Ventures 49

48. Protest after award 49 

49. Anti-kickback procedures 50

50. Bankruptcy 51

51. Cancellation, rescission, and recovery of funds for illegal or improper activity 51

52. Price or fee adjustment for illegal or improper activity 51

53. Restrictions on subcontractor sales to the Government 52
iv Contract Terms — GPO Publication 310.2
Contract Terms — GPO Publication 310.2 1

SOLICITATION PROVISIONS

1. Definition of Words and Terms

As used throughout this publication, the following terms 

shall have the meanings set forth in this section, unless 

the context in which they are used clearly requires a 

different meaning or the exception is specified.

“Bid” – for the purpose of simplicity, the term Bid will be 

used throughout to refer to responses for solicitations 

of all types and shall be understood to apply to Bids, 

Proposals, and Quotations equally, unless an exception 

is specifically stated. 

“Bidder” – the term Bidder will be used throughout 

to refer to the individual or firm responding to the 

solicitation request.

“Quotation” – a response to a request for quotations. 

A quotation is not an offer and cannot be accepted by 

the Government to form a binding contract. Rather, 

the Government places an order in response to the 

quotation provded by the contractor. The order is 

an offer by the Government to the contractor to buy 

certain supplies or services upon specified terms and 

conditions. A contract is then established when the 

contactor accepts the Government’s offer.

“Offer” – a response to a solicitation, if properly 

accepted, would bind the offeror to perform the resultant 

contract. Under sealed bid procedures, an offer is called 

a “bid” and under negotiated procedures a “proposal”.

2. Preparation of Bids

(a) Bidders are expected to examine the specifications 

and all instructions. Failure to do so is at the 

bidder’s risk. 

(b) Each bidder shall furnish the information required 

by solicitation. The bid must be signed by a duly 

authorized official of the firm, otherwise it will not 

be considered. Erasures or other changes shall be 

initialed by the person signing the bid. Bids signed 

by an agent shall be accompanied by evidence 

of that authority from an official of the firm, unless 

such evidence has previously been furnished to the 

Government Publishing Office (GPO).

(c) Bidders shall include all items of cost for production 

and normal waste, spoilage, etc., in their bids. 

(d) In case of discrepancy between a unit price and 

extended price, the unit price will be presumed to 

be correct, subject however to correction to the 

same extent and in the same manner as any other 

mistake. 

3. Information Furnished to Bidders. 

Any information given to a prospective bidder concerning 

a solicitation will be furnished to all prospective bidders 

as an amendment to the solicitation, if such information 

is necessary to bidders in submitting bids, or if the 

lack of such information would be prejudicial to other 

prospective bidders. Oral explanations or instructions 

given before the opening of bids will not be binding. 

4. Amendments to Solicitations. 

(a) If a solicitation is amended, then all terms and 

conditions which are not modified remain unchanged. 

(b) Bidders and offerors shall acknowledge receipt of 

any amendment material to a solicitation by 

(1) signing and returning the amendment, 

(2) identifying the amendment number and date in 

the space provided for this purpose in Section 

4 of the contract, 

(3) letter, or facsimile. The Government must 

receive the acknowledgment by the time 

specified for opening of bids or receipt of 

offers. 

5. Submission of Bids (Except Quotes). 

(a) Bids and modifications to Bids shall be submitted in 

sealed envelopes or packages or by facsimile and, 

(1) addressed to the office specified in the 

solicitation, and 

(2) showing the time specified for receipt, the 

solicitation number, and the name and address 

of the bidder. 

(b) Bidders using commercial carrier services shall 

ensure that the bids addressed and marked on the 

outermost envelope or wrapper as prescribed in 

subparagraphs (a)(1) and (2) of this provision when 

delivered to the office specified in the solicitation. 

(c) Bidders are invited to be present at the opening of 

bids. 

(d) Bids that reject any of the representations, 

certifications, terms, conditions, or provisions of the 

solicitation, may be excluded from consideration. 
2 Contract Terms — GPO Publication 310.2

6. Submission of Quotes. 

(a) Quotes and quote modifications shall be 

submitted via GPO Contractor Connection at 

https://contractorconnect.gpo.gov unless 

otherwise specified in the RFQ. 

(b) Facsimile quotes will only be allowed when 

authorized by the RFQ or the Contracting Officer, 

and must be signed by a duly authorized official of 

the firm, otherwise it will not be considered. 

(c) Quotes that reject any of the representations, 

certifications, terms, conditions, or provisions of the 

solicitation, may be excluded from consideration.

7. Facsimile Bids. 

(a) Definition. Facsimile bid, means a bid, modification 

of a bid, or withdrawal of a bid that is transmitted 

to a specified telephone number and received 

by the Government via electronic equipment that 

communicates and reproduces both printed and 

handwritten material. 

(b) Facsimile bids must arrive at the place and by the 

time specified in the solicitation. 

(c) Facsimile bids must contain the required 

signatures. 

(d) The Government reserves the right to make award 

solely on the facsimile bid. However, if requested 

to do so by the Contracting Officer, the apparently 

successful bidder agrees to promptly submit the 

complete original signed copy. 

(e) Telephone number will be furnished in the 

solicitation. 

(f) If the bidder chooses to transmit a facsimile bid, 

the Government will not be responsible for any 

failure attributable to the transmission or receipt of 

the facsimile bid including, but not limited to, the 

following— 

(1) Receipt of garbled or incomplete bid. 

(2) Availability or condition of the receiving 

facsimile equipment. 

(3) Incompatibility between the sending and 

receiving equipment. 

(4) Delay in transmission or receipt of bid. 

(5) Failure of the bidder to properly identify the bid. 

(6) Illegibility of bid.

(7) Security of bid data.

(g) Once facsimile bid is received by the Government 

it will be sealed in an envelope until bid opening. 

Government personnel will not validate for the 

vendor prior to bid opening any of the conditions 

sited in (f). 

(h) Facsimile quotes and proposals will not be 

considered unless authorized by the solicitation, or 

Contracting Officer.

(i) GPO will use the time/date stamp shown on the 

facsimile transmission as of the time the last page 

is received to validate the timeliness of the entire 

submission.

8. Late Submissions, Modifications, and 

 Withdrawals of Bids.

(a) Any bid received at the office designated in the 

solicitation after the exact time specified for receipt 

will not be considered unless it was received before 

award is made and it— 

(1) Was sent by registered or certified mail not 

later than the fifth calendar day before the 

date specified for receipt of bids (e.g., a bid 

submitted in response to a solicitation requiring 

receipt of bids by the 20th of the month must 

have been mailed by the 15th); 

(2) Was sent by mail, facsimile, or hand-carried 

(including delivery by a commercial carrier) 

if it is determined by the Government 

that the late receipt was due primarily to 

Government mishandling after receipt at the 

Government installation; or, if an emergency 

or unanticipated event interrupts normal 

Government processes, as determined by the 

Government, so as to prevent submission of 

the bid at specified time; or 

(3) Was sent by U.S. Postal Service Express Mail 

Next Day Service—Post Office to Addressee, 

not later than 5 P.M. at the place of mailing 

two workdays prior to the date specified for 

receipt of bids. The term ‘‘workdays’’ excludes 

weekends and U.S. federal holidays. 

(b) Any modification or withdrawal of a bid is subject 

to the same conditions as in paragraph (a) of this 

provision. 

(c) The only acceptable evidence to establish the date 

of mailing of a late bid, modification, or withdrawal 

sent either by registered or certified mail is the U.S. 
Contract Terms — GPO Publication 310.2 3

Postal Service postmark both on the envelope or 

wrapper and on the original receipt from the U.S. 

Postal Service. Both postmarks must show a legible 

date or the bid, modification, or withdrawal shall be 

processed as if mailed late. ‘‘Postmark’’ means a 

printed, stamped, or otherwise placed impression 

(exclusive of a postage machine impression) that is 

readily identifiable without further action as having 

been supplied and affixed by employees of the U.S. 

Postal Service on the date of mailing. Therefore, bidders should request the postal clerk to place a legible hand cancellation bull’s-eye postmark on both 

the receipt and the envelope or wrapper. 

(d) The only acceptable evidence to establish the time 

of receipt at the Government installation is the time/

date stamp of that installation on the bid wrapper or 

other documentary evidence of receipt maintained 

by the installation, or the facsimile transmittal date 

and time on a Government calibrated facsimile 

machine.

(e) The only acceptable evidence to establish the date 

of mailing of a late bid, modification, or withdrawal 

sent by U.S. Postal Service Express Mail Next 

Day Service—Post Office to Addressee is the date 

entered by the post office receiving clerk on the 

‘‘Express Mail Next Day Service—Post Office to 

Addressee’’ label and the postmark on the envelope 

or wrapper and on the original receipt from the 

U.S. Postal Service. ‘‘Postmark’’ has the same 

meaning as defined in paragraph (c) of this provision. 

Therefore, bidders should request the postal clerk to 

place a legible hand cancellation bull’s-eye postmark 

on both the receipt and the envelope or wrapper. 

(f) Notwithstanding paragraph (a) of this provision, a 

late modification of an otherwise successful bid that 

makes its terms more favorable to the Government 

will be considered at any time it is received and 

may be accepted. 

(g) Bids may be withdrawn by written notice received 

at any time before the exact time set for receipt 

of bids. A bid may be withdrawn in person by a 

bidder or its authorized representative if, before the 

exact time set for receipt of bids, the identity of the 

person requesting withdrawal is established and 

the person signs a receipt for the bid. 

9. Late Submissions, Modifications, and 

 Withdrawals of Proposals (or quotations as 

 applicable). 

(a) Any proposal received at the office designated in 

the solicitation after the exact time specified for 

receipt will not be considered unless it is received 

before award is made and it— 

(1) Was sent by registered or certified mail not 

later than the fifth calendar day before the date 

specified for receipt of offers (e.g., an offer 

submitted in response to a solicitation requiring 

receipt of offers by the 20th of the month must 

have been mailed by the 15th); 

(2) Was sent by mail, facsimile or hand carried 

(including delivery by a commercial carrier) 

if it is determined by the Government 

that the late receipt was due primarily to 

Government mishandling after receipt at the 

Government installation; or, if an emergency 

or unanticipated event interrupts normal 

Government processes, as determined by the 

Government, so as to prevent submission of 

the bid at specified time; or

(3) Was sent by U.S. Postal Service Express Mail 

Next Day Service—Post Office to Addressee, 

not later than 5 P.M. at the place of mailing two 

workdays prior to the date specified for receipt 

of proposals. The term ‘‘workdays’’ excludes 

weekends and U.S. federal holidays; or 

(4) Is the only proposal or quotation received. 

(b) Any modification of a proposal or quotation, except 

a modification resulting from the Contracting 

Officer’s request for ‘‘best and final’’ offer, is subject 

to the same conditions as in subparagraphs (a)(1), 

(2), and (3) of this provision. 

(c) A modification resulting from the Contracting 

Officer’s request for ‘‘best and final’’ offer received 

after the time and date specified in the request will 

not be considered unless received before award 

and the late receipt is due solely to mishandling by 

the Government after receipt at the Government 

installation. 

(d) The only acceptable evidence to establish the date 

of mailing of a late proposal or modification sent 

either by U.S. Postal Service registered or certified 

mail is the U.S. Postal Service postmark both on 
4 Contract Terms — GPO Publication 310.2

the envelope or wrapper and on the original receipt 

from the U.S. Postal Service. Both postmarks must 

show a legible date or the proposal, or modification 

shall be processed as if mailed late. ‘‘Postmark’’ 

means a printed, stamped, or otherwise placed 

impression (exclusive of a postage meter machine 

impression) that is readily identifiable without further 

action as having been supplied and affixed by 

employees of the U.S. Postal Service on the date 

of mailing. Therefore, offerors should request the 

postal clerk to place a legible hand cancellation 

bull’s-eye postmark on both the receipt and the 

envelope or wrapper. 

(e) The only acceptable evidence to establish the time 

of receipt at the Government installation is the time/

date stamp of that installation on the proposal 

wrapper or other documentary evidence of receipt 

maintained by the installation. 

(f) The only acceptable evidence to establish the date 

of mailing of a late offer, modification, or withdrawal 

sent by Express Mail Next Day Service—Post Office 

to Addressee is the date entered by the post office 

receiving clerk on the ‘‘Express Mail Next Day 

Service—Post Office to Addressee’’ label and the 

postmark on both the envelope or wrapper and on 

the original receipt from the U.S. Postal Service. 

‘‘Postmark’’ has the same meaning as defined in 

paragraph (d) of this provision. Therefore, offerors 

should request the postal clerk to place a legible 

hand cancellation bull’s-eye postmark on both the 

receipt and the envelope or wrapper.

(g) Notwithstanding paragraph (a) of this provision, 

a late modification of an otherwise successful 

proposal that makes its terms more favorable to 

the Government will be considered at any time it is 

received and may be accepted. 

(h) Proposals may be withdrawn by written notice 

received at any time before award. Proposals 

may be withdrawn in person by an offeror or an 

authorized representative, if the representative’s 

identity is made known and the representative signs 

a receipt for the proposal before award.

(i) A quote may be withdrawn at any time prior to 

award. 

10. False Statements in Bids. 

Bidders must provide full, accurate, and complete 

information as required by the solicitation and its 

attachments. The penalty for making false statements in 

bids is prescribed in 18 U.S.C. 1001. 

11. Postponement of Sealed Bid Opening 

 (Invitation for Bid). 

If an emergency or unanticipated event interrupts 

normal Government processes so as to cause 

postponement of the scheduled bid opening, and 

urgent Government requirements preclude amendment 

of the solicitation or other notice of an extension of 

the opening date, the time specified for receipt of bids 

will be deemed to be extended to the same time of 

day specified in the solicitation on the first workday on 

which normal Government processes resume. 

12. Discounts. 

Prompt payment discounts offered by vendors will be 

applied by the Government as follows: 

(a) Evaluation.

(1) Unless otherwise provided in the specifications, 

prompt payment discounts offered for payment 

in less than 20 calendar days will not be 

considered in evaluating bids for award. 

(2) When prices are offered in response to a 

solicitation, any prompt payment discount 

which is eligible for consideration in the 

evaluation of bids (i.e. for a period of 20 days 

or more) will be applied directly to the prices 

offered. 

(3) When the solicitation contains basic prices 

and the bid consists of the basic prices plus 

a percentage or the basic prices minus a 

percentage, such percentage will be applied 

first to determine the evaluated price offered. 

An eligible prompt payment discount will be 

applied directly to the evaluated price offered. 

(b) Payment. 

(1) The discount will be taken if payment is made 

within the offered prompt payment period, even 

if it was not considered in the evaluation of bids 

at time of award. 

(2) When payment is made after the expiration of 

the prompt payment discount period and the 
Contract Terms — GPO Publication 310.2 5

offered prompt payment discount exceeds 5 

percent, any percentage in excess of 5 percent 

will be considered by the Government to be a 

special discount which the bidder agrees that 

the Government will be entitled to regardless 

of when payment is made, and the special 

discount will be deducted from the payment. 

(3) For the purpose of earning the discount, time 

will be computed from the date a correct 

invoice is received by the GPO in accordance 

with the instructions in Publication 1050, 

“Doing Business with GPO”, to the date that 

GPO makes payment.

13. Contract Award—Sealed Bid 

 (Invitation for Bid).

(a) The Government will evaluate bids in response 

to the solicitation without discussions and will 

award a contract to the responsible bidder whose 

bid, conforming to the solicitation, will be most 

advantageous to the Government, considering 

only price and the price related factors specified 

elsewhere in the solicitation. 

(b) The Government may 

(1) reject any or all bids, 

(2) accept other than the lowest bid, and 

(3) waive informalities or minor irregularities in bids 

received.

(c) A written award or acceptance of a bid mailed or 

otherwise furnished to the successful bidder within 

the time for acceptance specified in the bid shall 

result in a binding contract without further action by 

either party.

(d) The Government may reject a bid as nonresponsive 

if the prices that make up the bid are materially 

unbalanced between line items or subline items. A 

bid is materially unbalanced if 

(1) it is based on prices significantly less than 

costs for some work and on prices significantly 

overstated in relation to costs for other work; 

(2) there is reasonable doubt the bid will result in 

the lowest overall cost to the Government even 

though it may be the lowest evaluated bid; or, 

(3) the bid is so unbalanced it is tantamount to 

allowing an advanced payment. 

14. Contract Award—Competitive Negotiation 

 (Request for Quotations/Request for Proposals).

(a) The Government may accept within the time 

specified therein, any offer, whether or not there are 

negotiations subsequent to its receipt, unless the 

offer is withdrawn. If subsequent negotiations are 

conducted, they shall not constitute a rejection or 

counter offer on the part of the Government.

(b) The right is reserved to accept other than the lowest 

offer, to reject any or all offers, or waive informalities 

or minor irregularities.

(c) The Government may award a contract, based on 

initial offers received, without discussion of such 

offers. Accordingly, each initial offer should be 

submitted on the most favorable terms from a price 

and technical standpoint which the offeror can 

submit to the Government. 

(d) Any financial data submitted with any offer 

hereunder or any representation concerning 

facilities or financing will not form a part of any 

resulting contract; provided, however, that if the 

resulting contract contains a clause providing for 

price reduction for defective cost or pricing data, 

the contract price will be subject to reduction if cost 

or pricing data furnished hereunder is incomplete, 

inaccurate, or not current.

(e) The contract will be awarded to that responsible 

offeror whose offer conforming to the solicitation 

will be most advantageous to the Government, cost 

or price and other factors (specified elsewhere in 

the solicitation) considered. 

15. Certification of Independent Price 

 Determination. 

(a) The certification, listed herein, is not applicable to a 

foreign bidder submitting a bid for a contract which 

requires performance or delivery outside the United 

States, its possessions, and Puerto Rico. 

(b) A bid will not be considered for award where 

paragraphs C–4 (a) and (c), of the certification has 

been deleted or modified. Where paragraph C–4(b) 

of the certification has been deleted or modified, 

the bid will not be considered for award unless the 

bidder furnishes with the bid a signed statement 

which sets forth in detail the circumstances of the 
6 Contract Terms — GPO Publication 310.2

disclosure and the Managing Director, Customer 

Services, or designee, determines that such 

disclosure was not made for the purpose of 

restricting competition. 

16. Government Furnished Property. 

No material, labor or facilities will be furnished by 

the Government unless otherwise provided in the 

solicitation. 

17. Utilization of Small, Small Disadvantaged and 

 Women-Owned Small Business Concerns. 

(a) It is the policy of the United States that small 

business concerns, small business concerns 

owned and controlled by socially and economically 

disadvantaged individuals and small business 

concerns owned and controlled by women 

shall have the maximum practicable opportunity 

to participate in performing contracts let by 

any Federal agency, including contracts and 

subcontracts for subsystems, assemblies, 

components, and related services for major 

systems. It is further the policy of the United States 

that its prime contractors establish procedures 

to ensure the timely payment of amounts due 

pursuant to the terms of their subcontracts with 

small business concerns, small business concerns 

owned and controlled by socially and economically 

disadvantaged individuals and small business 

concerns owned and controlled by women. 

(b) The contractor hereby agrees to carry out this 

policy in the awarding of subcontracts to the 

fullest extent consistent with efficient contract 

performance. The contractor further agrees to 

cooperate in any studies or surveys as may be 

conducted or may be necessary to determine the 

extent of the contractor’s compliance with this 

provision. 

(c) As used in the contract, the term ‘‘small business 

concern’’ shall mean a small business as defined 

pursuant to section 3 of the Small Business Act and 

relevant regulations promulgated thereto. The term 

‘‘small business concern owned and controlled 

by socially and economically disadvantaged 

individuals’’ shall mean a small business concern 

(1) which is at least 51 percent unconditionally 

owned by one or more socially and 

economically disadvantaged individuals; or, in 

the case of any publicly owned business, at 

least 51 per centum of the stock of which is 

unconditionally owned by one or more socially 

and economically disadvantaged individuals; 

and 

(2) whose management and daily business 

operations are controlled by one or more of 

such individuals. This term also means a small 

business concern that is at least 51 percent 

unconditionally owned by an economically 

disadvantaged Indian tribe or Native Hawaiian 

organization, or a publicly owned business 

having at least 51 percent of its stock 

unconditionally owned by one of these entities 

which has its management and daily business 

controlled by members of an economically 

disadvantaged Indian tribe or Native 

Hawaiian organization, and which meets the 

requirements of 13 CFR 124. The contractor 

shall presume that socially and economically 

disadvantaged individuals include Black 

Americans, Native Americans, Asian-Pacific 

Americans, Subcontinent Asian Americans, 

and other minorities, or any other individual 

found to be disadvantaged pursuant to section 

8(a) of the Small Business Act. The contractor 

shall presume that socially and economically 

disadvantaged entities also include Indian 

tribes and Native Hawaiian organizations. 

(d) The term ‘‘small business concern owned and 

controlled by women’’ shall mean a small business 

concern— 

(1) Which is at least 51 percent owned by one or 

more women, or, in the case of any publicly 

owned business, at least 51 percent of the 

stock of which is owned by one or more 

women; and 

(2) Whose management and daily business 

operations are controlled by one or more 

women. 

(e) Contractors acting in good faith may rely on written 

representations by their subcontractors regarding 

their status as a small business concern, a small 

business concern owned and controlled by socially 

and economically disadvantaged individuals or a 

small business concern owned and controlled by 

women. 
Contract Terms — GPO Publication 310.2 7

18. Service of Protest. 

(a) Protests (as defined in the Printing Procurement 

Regulation, GPO Pub. 305.3) that are filed directly 

with the Government Publishing Office (GPO), 

and copies of any protests that are filed with 

the Government Accountability Office (GAO), 

shall be served on the Contracting Officer at the 

procurement office from which the solicitation 

was issued by obtaining written and dated 

acknowledgement of receipt from the official or 

location designated by the Contracting Officer. 

(b) When filing a protest with GAO, a copy must 

be received by the Contracting Officer at the 

office issuing the solicitation within one day of 

submission. 

19. Recovered Materials Program. 

(a) The Government Publishing Office is promoting 

the use of recovered materials to the maximum 

extent practicable in its contracts, provided all 

specification requirements are met. Offerors are 

encouraged to supply paper and paper products 

that contain recovered materials even in the 

absence of a specific solicitation provision or 

contract clause requiring such materials. 

(b) Recovered materials shall mean ‘‘recovered fiber’’ 

or ‘‘postconsumer recovered fiber.’’ However, when 

used in conjunction with the cotton/linen content 

of paper, ‘‘recovered fiber’’ means a postconsumer 

fiber and ‘‘recovered material’’ means a 

preconsumer fiber. 

(c) By submission of a bid or offer, or by substantial 

performance on a small purchase, the offeror 

certifies that the paper to be supplied contains 

at least the minimum percentage of recovered 

materials in paper products as specified. This 

certification concerns a matter within the jurisdiction 

of an agency of the United States, and the making 

of false, fictitious, or fraudulent certification may 

render the maker subject to prosecution under 

Title 18, United States Code, Section 1001. The 

Government reserves the right to require proof of 

such certification prior to first delivery and thereafter 

as may be otherwise provided for under the 

provisions of the contract.

d) When the use of recovered materials is specified, 

the contractor shall maintain manufacture/mill 

accounting and record summaries of the fiber 

weight content used as feedstock, for the purposes 

of Government audit, that will verify 

(1) the contractor’s certification of the minimum 

percentage of recovered materials used in 

performance of the contract, 

(2) that the paper and paper products are in 

compliance with the specification requirements, 

and 

(3) the paper is manufactured in prosecution 

under Title 18, in accordance with the 

Environmental Protection Agency (EPA) Paper 

Products Recovered Materials Advisory Notice 

II (63 FR certification prior to first delivery and 

thereafter as may be 31214, June 08, 1998) 

whether the products are manufactured by 

the contractor or another paper mill. The 

contractor shall maintain and make available 

to the Government, these documents for 1 

year after expiration of the contract. Nothing in 

this provision shall excuse the contractor from 

furnishing the specified paper.
8 Contract Terms — GPO Publication 310.2

REPRESENTATIONS, 

CERTIFICATIONS, BID 

ACCEPTANCE PERIOD

Exceptions to the certifications may render your 

bid nonresponsive. Submission of your bid without 

statement of exception shall constitute certification of 

the seven items. 

REPRESENTATIONS.

R–1. Small Business. By submission of a bid, the 

bidder represents that the bidder is a small business 

concern, unless the bid contains an affirmative 

representation that the bidder is not a small business 

concern. 

R–2. Small Disadvantaged Business Concern.

By submission of a bid, the bidder represents that 

the bidder is not a small disadvantaged business 

concern, unless the bid itself contains an affirmative 

representation that the bidder is a small disadvantaged 

business concern.

R–3. Women-Owned Small Business Concern. 

By submission of a bid, the bidder represents that 

the bidder is not a women-owned small business 

concern, unless the bid itself contains an affirmative 

representation that the bidder is a women-owned small 

business concern. 

CERTIFICATIONS. 

C–1. Covenant Against Contingent Fees. Submission 

of a bid without statement of exception shall constitute 

certification. 

(a) The contractor warrants that no person or agency 

has been employed or retained to solicit or obtain 

a contract upon an agreement or understanding 

for a contingent fee, except a bona fide employee 

or agency. For breach or violation of this warranty, 

the Government shall have the right to annul the 

contract without liability or, to deduct from the 

contract price or consideration, or otherwise 

recover, the full amount of the contingent fee.

(b) “Bona fide agency” means an established 

commercial or selling agency, maintained by a 

contractor for the purpose of securing business, 

that neither exerts nor proposes to exert improper 

influence to solicit or obtain Government contracts 

nor holds itself out as being able to obtain any 

Government contract or contracts through 

improper influence.

“Bona fide employee” means a person, employed 

by a contractor and subject to the contractor’s 

supervision and control as to time, place, and 

manner of performance, who neither exerts nor 

proposes to exert improper influence to solicit or 

obtain Government contracts nor holds out as 

being able to obtain any Government contract or 

contracts through improper influence.

‘‘Contingent fee’’ means any commission, 

percentage, brokerage, or other fee that is 

contingent upon the success that a person or 

concern has in securing a Government contract.

“Improper influence” means any influence that 

induces or tends to induce a Government 

employee or officer to give consideration or to act 

regarding a Government contract on any basis 

other than the merits of the matter.

C–2. Buy American Certification. Except as may 

be listed with the bid itself, the bidder certifies with 

the submission of a bid that each end product is 

a domestic end product (as defined in clause 37 

‘‘Buy American Act’’ in Contract Clauses), and that 

components of unknown origin have been considered 

to have been mined, produced, or manufactured 

outside the United States. Any exception listed with the 

bid itself must list both the excluded end products and 

the country of origin of each. 

C–3. Clean Air and Water. Submission of a bid without 

statement of exception shall constitute certification.

(Applicable if the bid or offer exceeds $100,000, or the 

Contracting Officer has determined that orders under 

an indefinite quantity contract in any year will exceed 

$100,000, or a facility to be used has been the subject 

of a conviction under the Clean Air Act (42 U.S.C. 7413 

(C)(1)) or the Federal Water Pollution Control Act (33 

U.S.C. 1319(c)) and is listed by EPA, or is not otherwise 

exempt.) 

(a) Any facility to be utilized in the performance of 

the proposed contract has not been listed on the 

Environmental Protection Agency List of Violating 

Facilities. 

(b) The Contracting Officer will be promptly notified, 

prior to award, of the receipt of any communication 

from the Director, Office of Federal Activities, 

Environmental Protection Agency, indicating that 
Contract Terms — GPO Publication 310.2 9

any facility which he/she proposes to use for the 

performance of the contract is under consideration 

to be listed on the EPA List of Violating Facilities. 

(c) Bidder will include substantially this certification, 

including this paragraph (c), in every nonexempt 

subcontract. 

C–4. Certificate of Independent Price Determination. 

Submission of a bid without statement of exception 

shall constitute certification. 

(a) The offeror certifies that— 

(1) The prices in the offer have been arrived at 

independently, without, for the purpose of 

restricting competition, any consultation, 

communication, or agreement with any other 

offeror or competitor relating to (i) those prices; 

(ii) the intention to submit an offer; or (iii) the 

methods or factors used to calculate the prices 

offered. 

(2) The prices in the offer have not been and will 

not be knowingly disclosed by the offeror, 

directly or indirectly, to any other offeror or 

competitor before bid opening (in the case of 

a sealed bid solicitation) or contract award (in 

the case of a negotiated solicitation) unless 

otherwise required by law; and 

(3) No attempt has been made or will be made 

by the offeror to induce any other concern 

to submit or not to submit an offer for the 

purpose of restricting competition. 

(b) Each signature on the offer is considered to be a 

certification by the signatory that the signatory— 

(1) Is the person in the offeror’s organization 

responsible for determining the prices 

being offered in the bid or proposal, and 

that the signatory has not participated and 

will not participate in any action contrary to 

subparagraphs (a)(1) through (a)(3) of this 

provision; or 

(2) (i) Has been authorized, in writing, to act as 

agent for the following principals in certifying 

that those principals have not participated, 

and will not participate in any action contrary 

to subparagraphs (a) (1) through (a) (3) of 

this provision [insert full name of person(s) 

in the offeror’s organization responsible for 

determining the prices offered in the bid or 

proposal, and the title of his or her position in 

the offeror’s organization]; 

(ii) As an authorized agent, does certify that 

the principals named in subdivision (b)(2)(i) 

of this provision have not participated, and 

will not participate, in any action contrary to 

sub-paragraphs (a)(1) through (a)(3) of this 

provision; and 

(iii) As an agent, has not personally 

participated, and will not participate, in any 

action contrary to subparagraphs (a)(1) 

through (a)(3) of this provision. 

(c) If the offeror deletes or modifies subparagraph (a) 

(2) of this provision, the offeror must furnish with its 

offer a signed statement setting forth in detail the 

circumstances of the disclosure. 

C–5. Certification Regarding Responsibility Matters 

(a) (1) The Offeror certifies, to the best of its knowledge 

and belief, that—

(i) The Offeror and/or any of its Principals—

(aa) Are not presently debarred, suspended, 

proposed for debarment, or declared 

ineligible for the award of contracts by 

any Federal agency;

(bb) Have not within a three-year period 

preceding this offer, been convicted 

of or had a civil judgment rendered 

against them for: commission of fraud 

or a criminal offense in connection 

with obtaining, attempting to obtain, or 

performing a public (Federal, State, or 

local) contract or subcontract; violation 

of Federal or State antitrust statutes 

relating to the submission of offers; or 

commission of embezzlement, theft, 

forgery, bribery, falsification or destruction 

of records, making false statements, tax 

evasion, violating Federal criminal tax 

laws, or receiving stolen property; 

(cc) Are not presently indicted for, or 

otherwise criminally or civilly charged by 

a governmental entity with, commission 

of any of the offenses enumerated in 

paragraph (a)(1)(i)(B) of this provision;

(dd) Have not within a three-year period 

preceding this offer, been notified of any 

delinquent Federal taxes in an amount 

that exceeds $3,500 for which the liability 

remains unsatisfied.
10 Contract Terms — GPO Publication 310.2

(1) Federal taxes are considered delinquent if both of 

the following criteria apply:

(i) The tax liability is finally determined. The 

liability is finally determined if it has been 

assessed. A liability is not finally determined 

if there is a pending administrative or judicial 

challenge. In the case of a judicial challenge to 

the liability, the liability is not finally determined 

until all judicial appeal rights have been 

exhausted. 

(ii) The taxpayer is delinquent in making payment. 

A taxpayer is delinquent if the taxpayer has 

failed to pay the tax liability when full payment 

was due and required. A taxpayer is not 

delinquent in cases where enforced collection 

action is precluded. 

(2) Examples. 

(i) The taxpayer has received a statutory notice 

of deficiency, under I.R.C. § 6212, which 

entitles the taxpayer to seek Tax Court review 

of a proposed tax deficiency. This is not a 

delinquent tax because it is not a final tax 

liability. Should the taxpayer seek Tax Court 

review, this will not be a final tax liability until 

the taxpayer has exercised all judicial appeal 

rights.

(ii) The IRS has filed a notice of Federal tax lien 

with respect to an assessed tax liability, and 

the taxpayer has been issued a notice under 

I.R.C. § 6320 entitling the taxpayer to request 

a hearing with the IRS Office of Appeals 

contesting the lien filing, and to further appeal 

to the Tax Court if the IRS determines to 

sustain the lien filing. In the course of the 

hearing, the taxpayer is entitled to contest the 

underlying tax liability because the taxpayer 

has had no prior opportunity to contest the 

liability. This is not a delinquent tax because it 

is not a final tax liability. Should the taxpayer 

seek tax court review, this will not be a final 

tax liability until the taxpayer has exercised all 

judicial appeal rights.

 (iii) The taxpayer has entered into an installment 

agreement pursuant to I.R.C. § 6159. The 

taxpayer is making timely payments and is 

in full compliance with the agreement terms. 

The taxpayer is not delinquent because the 

taxpayer is not currently required to make full 

payment.

 (iv) The taxpayer has filed for bankruptcy 

protection. The taxpayer is not delinquent 

because enforced collection action is stayed 

under 11 U.S.C. 362 (the Bankruptcy Code). 

(ii) The Offeror has not, within a three-year 

period preceding this offer, had one or more 

contracts terminated for default by any Federal 

agency. 

(2) “Principal,” for the purposes of this certification, 

means an officer, director, owner, partner, or a 

person having primary management or supervisory 

responsibilities within a business entity (e.g., 

general manager; plant manager; head of a division 

or business segment; and similar positions). 

This Certification Concerns a Matter Within the 

Jurisdiction of an Agency of the United States and 

the Making of a False, Fictitious, or Fraudulent 

Certification May Render the Maker Subject to 

Prosecution Under Section 1001, Title 18, United 

States Code.

(b) The Offeror shall provide immediate written 

notice to the Contracting Officer if, at any time 

prior to contract award, the Offeror learns that 

its certification was erroneous when submitted 

or has become erroneous by reason of changed 

circumstances.

(c) A certification that any of the items in paragraph 

(a) of this provision exists will not necessarily result 

in withholding of an award under this solicitation. 

However, the certification will be considered in 

connection with a determination of the Offeror’s 

responsibility. Failure of the Offeror to furnish a 

certification or provide such additional information 

as requested by the Contracting Officer may render 

the Offeror nonresponsible.

(d) Nothing contained in the foregoing shall be 

construed to require establishment of a system 

of records in order to render, in good faith, the 

certification required by paragraph (a) of this 

provision. The knowledge and information of an 

Offeror is not required to exceed that which is 

normally possessed by a prudent person in the 

ordinary course of business dealings.

(e) The certification in paragraph (a) of this provision 

is a material representation of fact upon which 

reliance was placed when making award. If it 

is later determined that the Offeror knowingly 

rendered an erroneous certification, in addition to 
Contract Terms — GPO Publication 310.2 11

other remedies available to the Government, the 

Contracting Officer may terminate the contract 

resulting from this solicitation for default.

C–6. Certification of Nonsegregated Facilities. 

Submission of a bid without statement of exception 

shall constitute certification. 

(a) ‘‘Segregated facilities,’’ as used in this provision, 

means any waiting rooms, work areas, rest rooms 

and wash rooms, restaurants and other eating 

areas, time clocks, locker rooms and other storage 

or dressing areas, parking lots, drinking fountains, 

recreation or entertainment areas, transportation, 

and housing facilities provided for employees, that 

are segregated by explicit directive or are in fact 

segregated on the basis of race, color, religion, sex, 

sexual orientation, gender identity, or national origin 

because of habit, local custom, or otherwise. 

(b) By submission of an offer, the offeror certifies that 

it does not and will not maintain or provide for its 

employees any segregated facilities at any of its 

establishments, and that it does not and will not 

permit its employees to perform their services at 

any location under its control where segregated 

facilities are maintained. The offeror agrees that a 

breach of this certification is a violation of the Equal 

Opportunity clause in the contract. 

(c) The offeror further agrees that (except where it 

has obtained identical certifications from proposed 

subcontractors for specific time periods) it will— 

(1) Obtain identical certifications from proposed 

sub-contractors before the award of 

subcontracts under which the subcontractor 

will be subject to the Equal Opportunity clause; 

(2) Retain the certifications in the files; and 

(3) Forward the following notice to the proposed 

sub-contractors (except if the proposed 

subcontractors have submitted identical 

certifications for specific time periods).

C-7. Notice to Prospective Subcontractors of 

Requirement for Certification of Nonsegregated 

Facilities. A Certification of Nonsegregated Facilities 

must be submitted before the award of a subcontract 

under which the subcontractor will be subject to 

the Equal Opportunity clause. The certification 

may be submitted either for each subcontract or 

for all subcontracts during a period (i.e., quarterly, 

semiannually, or annually). 

Note: The penalty for making false statements in offers is 

prescribed in 18 U.S.C. 1001. 

BID ACCEPTANCE PERIOD 

The bidder agrees, if their bid is accepted within 60 

calendar days (unless a different period is submitted 

with the bid) from the date for receipt of bids, to furnish 

the specified items at the price set opposite each 

item, delivered at the designated point(s), in exact 

accordance with specifications. 

REFERENCED DOCUMENTS

All referenced documents, including any amendments, 

are incorporated by reference and become an integral 

part of the contract. A referenced document is that 

version which is in effect at time of award. Copies of 

these documents may be obtained as indicated below 

or on the gpo.gov website. 

Government Paper Specification Standards is available 

at https://www.gpo.gov/how-to-work-with-us/

agency/forms-and-standards. 

Additional information Defense Priorities and Allocation 

System (DPAS) may be obtained from U.S. Department 

of Commerce, Bureau of Industry and Security, at 

https://www.bis.doc.gov/index.php/other-areas/

strategic-industries-and-economic-security-sies/

defense-priorities-a-allocations-system-programdpas. 

The U.S. Government Publishing Office Style Manual 

is for sale at http://bookstore.gpo.gov or can be 

downloaded at https://www.govinfo.gov/app/details/

GPO-STYLEMANUAL-2016.

Domestic Mail Manual (DMM) and International Mail 

Manual (IMM) are available at https://pe.usps.gov. 

ANSI Standards are for sale at http://webstore.ansi.

org. Government Publishing Office forms are available 

to bidders at the Government Publishing Office, https://

www.gpo.gov/how-to-work-with-us/vendors/formsand-standards. 

General printing procurement information and electronic 

posting of Central and Regional office solicitations are 

available at https://www.gpo.gov/how-to-work-withus/vendors/contract-opportunities. 
12 Contract Terms — GPO Publication 310.2

SUPPLEMENTAL SPECIFICATIONS

GENERAL

1. Ink. 

(a) If lithographic ink is used in the performance of 

the contract, the ink shall contain not less than the 

following percentages of vegetable oil: 

(1) News ink, 40 percent, 

(2) Sheet-fed and forms ink, 20 percent, and 

(3) Heat-set ink, 10 percent. 

(b) High quality color process printing on high speed 

heat-set presses is excepted when slow drying time 

significantly increases production costs. 

2. Quality. 

(a) The quality requirements indicated in the specifications represent the minimum acceptable level. 

(b) Notwithstanding the minimum acceptable level, the 

following shall also apply: 

(1) Printing and binding shall be held to a high 

standard of imposition; makeready; press 

running; clear, sharp printing; binding; and 

good quality in every respect including 

registration between parts, as applicable. 

(2) Products other than printing and binding 

shall be produced in such manner, within 

specifications, to provide the user with products 

capable of being used for their intended 

purpose with good quality in every respect.

(c) Contractors must have a quality control system 

that will assure product quality acceptable to the 

Government. See article 14 ‘‘Inspection and Tests’’ 

of Contract Clauses. 

(d) Specific quality requirements are further defined in 

GPO Publication 310.1, Quality Assurance Through 

Attributes Program, as revised.

(e) Products without specific attributes must meet 

commercially accepted standards.

3. Packing. 

The method of packing indicated in the specifications 

must be accomplished in accordance with the 

following interpretations. The method and manner of 

packaging for preservation and required storage and/

or transportation shall be in accordance with either 

the National Motor Freight Classification (NMFC) or 

the Uniform Freight Classification (UFC) tariff. The 

material used in packing must be of such quality as to 

insure arrival of the printed matter at its destination in 

a satisfactory and usable condition. Each packing unit 

must be uniform in size and quantity contained therein. 

Unless otherwise indicated, each shipping container 

must not exceed 45 pounds when fully packed. 

Quantities which fill less than one-half a shipping 

container may be wrapped in shipping bundles. 

(a) Numbered products. Numbered products must be 

packaged in numerical sequence. Inner packages 

must be placed in shipping containers and shipping 

containers placed on pallets or skids (if pallets or 

skids are used) in numerical sequence. The low 

numbers must be on top unless otherwise ordered. 

The label(s) placed on each package and shipping 

bundle or container must also carry the first and 

last number contained therein. 

(b) Kraft paper wrapping. Wrap in packages not to 

exceed10” in height or in quantities as ordered. 

Place a piece of lightweight chipboard or 

newsboard, cut to the same size as the printed 

work, on top and bottom of the printed work, tightwrap with kraft paper, and seal. 

(c) Shrink-film wrapping. Wrap in packages not to 

exceed10” in height or in quantities as ordered. 

Place a piece of lightweight chipboard or 

newsboard, cut to the same size as the printed 

work, on the bottom of the printed work, and wrap 

with heat-shrink film of suitable thickness and 

quality. The label may be placed inside the wrap, on 

the top or on the end. 

(d) Boxing. Solid pack in suitable paperboard boxes, 

which have closely fitted sides and ends. Tops and 

bottoms must be securely fastened. 

(e) Tying. Tie in packages not to exceed 10” in height, 

or in quantities as ordered. Place a piece of lightweight chipboard or newsboard, cut to the same 

size as the printed work, on top and bottom of the 

printed work, and tie in one position around both 

the length and width with substantial cord or twine. 

The cord or twine must be wrapped at least twice 

in each direction. 

(f) Banding. Band with a strip of heavy kraft paper, not 

less than 2" in width, around the short dimension 

of the form. The ends of the band must overlap 

and be held together with a suitable adhesive or 

gummed tape. 
Contract Terms — GPO Publication 310.2 13

(g) Kraft paper wrapping and tying. Prepare as 

indicated under paragraph (b) except tying shall be 

substituted for sealing. 

(h) Shipping bundles. The contents of bundles 

shall first be protected by using a good grade of 

corrugated mailing board on all sides and ends, 

then wrapped in 2 or more layers of heavy kraft 

paper and tied in both directions with heavy twine 

or rope. 

(i) Individual mailing containers. Containers may 

be ordered plain or printed with title and stock 

number in 18 point caps on the spine, in black ink, 

positioned so sealing tape will not cover the type. 

All containers must be packed solidly; in the event 

the product does not fit snugly, open-cell pads or 

thicknesses of corrugated board must be added to 

prevent shifting during transit. 

(1) For domestic use: Containers are to be onepiece, made of ‘‘B’’ fluted material and have 

a minimum bursting strength of 200 pounds 

per square inch or a minimum edge crush test 

(ECT) of 32 pounds per inch width. Folders 

(containers with open corners) may not be 

used when the thickness of the contents 

exceeds 2". When the thickness of the 

contents exceeds 2", containers with closed 

corners such as mailers or regular slotted 

cartons (RSC) must be used. Containers must 

be packed and sealed in a manner that will 

insure acceptance and safe delivery by the 

U.S. Postal Service. 

(2) For overseas use: Containers are to be onepiece, made of ‘‘B’’ fluted material and have 

a minimum bursting strength of 275 pounds 

per square inch or a minimum ECT of 44 

pounds per inch width. A flap at one end of 

the container must not be fastened in order 

that postal inspection may be accomplished 

in accordance with international postal 

regulations. This tuck-in flap must be of 

sufficient length to hold the product securely, 

without danger of opening, but permit ready 

opening and reclosing without damage to the 

product or the container. Containers must 

be formed, packed, and sealed (with the 

exception of one flap) in a manner that will 

assure acceptance and safe delivery by the 

carrier. Each container must be marked as to 

the contents therein. Folders (containers with 

open corners) are not acceptable for mailing to 

overseas destinations. 

(j) Shipping containers. Only new corrugated or solid 

fiberboard containers may be used. Containers 

must be made in accordance with ASTM D5118 

and any amendments thereto. Unless otherwise 

provided in the specifications, containers shall 

have a minimum bursting strength of 275 pounds 

per square inch or a minimum ECT of 44 pounds 

per inch width. Containers must be packed solidly 

(top and sides) with material laid flat on the bottom 

of the containers (never stand on end); top and 

bottom pads of corrugated fiberboard shall be 

used and be in contact with the top and bottom 

of the container. In the event the material does not 

fit snugly on the top or sides, open-cell pads or 

thicknesses of corrugated board must be added. 

Top and bottom flaps must be closed and fastened 

firmly with water-resistant adhesive. Adhesive 

must be applied over not less than 50 percent of 

the area of contact between the inner and outer 

flaps. The bottom flaps may be stapled instead of 

glued, provided this is done before the container is 

packed. 

(k) At contractor’s option, containers may be sealed 

with tape which must completely cover the butted 

edges of the flaps and extend at least 2” on the 

ends of the containers. Tapes may be either 

a minimum 3” wide fiberglass reinforced nonstrippable gummed paper tape that conforms 

to Commercial Item Description A-A-1671B and 

any amendments thereto; a minimum 2" wide 

waterproof, pressure-sensitive adhesive tape that 

conforms to ASTM D5486 and any amendments 

thereto; or a minimum 1-inch wide Type III, 

pressure-sensitive, filament tape that conforms to 

ASTM D5330 and any amendments thereto.

(l) Noncompliance with the packaging specifications 

may be cause for the Government to reject the 

shipment, at destination, and return it to the 

contractor at their expense. After giving notice 

of the deficiency and affording the contractor an 

opportunity and a reasonable time to correct if 

time allows, the Government may, at its option, 

repackage in accordance with the specifications 

and charge all costs to the contractor.
14 Contract Terms — GPO Publication 310.2

4. Labeling and Marking. 

Shipping and packing labels must be furnished by the 

contractor in accordance with these specifications. 

Contractors are not permitted to display advertisements 

on skids, pallets, shipping containers, or boxes. All 

labels and entries made thereon must conform to 

and be in accordance with these specifications and 

accurately reflect the contents (including quantity) of all 

packaged units.

(a) Inner packages. Each inner package must be 

marked or labeled with the Department name, 

Requisition number, Form number (including any 

revision dates, if any), title and quantity. Mark 

or label boxes and wrapped packages only on 

one end – (never top, bottom, or sides). Banded 

packages should be marked on the band. Tied 

packages should be labeled on chipboard or 

newsboard. Shrink film packages must be labeled, 

not marked, on the top or the end. Labels may be 

placed inside the wrap. 

(b) Shipping containers. Each shipping container must 

have the shipping label applied to one end – (not 

top, bottom or sides). The label shall be reproduced 

to 7-7/8" x 6-1/8" from the label (Form 905) 

posted on gpo.gov in black ink on white paper. 

The label must be filled in accurately and legibly, 

using bold characters at least 1/4” high, except 

the “From” box which may be smaller . The name 

and requisition number of the receiving department 

must be used in the “Dept.” box and “Dept Req. 

No.” box on all shipping container labels in lieu 

of the name and requisition number of the order 

department. Label entries must remain clear and 

legible for a period of at least two (2) years under 

normal warehouse conditions. Label information 

may be rearranged on shipping containers of such 

dimensions that prevent acceptance of 7-7/8" x 

6-1/8" labels.

(c) Bar Code Markings. When indicated, bar code 

markings will be required on inner packages and/

or shipping containers. Bar code using standard 3 

of 9 (Code 39) Bar Code System, for noncontact 

reading, in accordance with Military Standard1189. 

The bar code label must be positioned in 

accordance with Federal Standard 123. 

(d) Shipping bundles. The information required on 

the facsimile label (Form 905) must appear in a 

convenient location on each shipping bundle. 

(e) Mailed shipments. A separate mailing label 

conforming to Postal Regulations must be used for 

all shipments by U.S. mail. 

(f) Noncompliance with labeling and marking 

specifications may be cause for the Government to 

reject the shipment, at destination, and return it to 

the contractor at their expense. After giving notice 

of the deficiency and affording the contractor an 

opportunity and a reasonable time to correct if time 

allows, the Government may, at its option, relabel 

and/or remark in accordance with the specifications 

and charge all costs to the contractor. 

5. Deliveries. 

(a) The contractor shall ship directly to the destinations 

stated in the specifications. Unless otherwise 

indicated, truck deliveries must be made at the 

point of destination between the hours of 8:30 a.m. 

and 3:30 p.m., on federal workdays. Shipments 

must be consigned as specified and the unloading 

and delivery charges borne by the contractor, and 

free of all charges for boxing, cartage, and freight, 

unless otherwise indicated. The maximum weight 

of any shipping crate, including contents, must not 

exceed 250 pounds. When supplies are delivered 

on skids or pallets, the gross weight of the skid and 

supplies must not exceed 2,000 pounds. 

(b) When specified, upon completion of each order, 

the contractor must notify the ordering agency on 

the same day that the product delivers via email 

at the address specified in the specifications. The 

subject line of the email shall be “Distribution Notice 

for Jacket XXX-XXX, Program XXXX-S, Print Order 

XXXXX.” The notice must provide all applicable 

tracking numbers, shipping method, and title. 

Contractor must be able to provide copies of all 

delivery receipts upon agency request.

6. Shipping Instructions. 

(a) The term ‘‘contractor’s city’’ is considered to be the 

commercial zone (as defined by the Department 

of Transportation) of the municipality in which the 

contractor’s plant is located. If the municipality in 

which the contractor is located is encompassed 

in whole, or in part, by the commercial zone of an 

adjacent larger municipality, the contractor will be 

deemed to be located in such larger municipality 

and the commercial zone of the larger municipality 

will apply. All consignments to destinations within 
Contract Terms — GPO Publication 310.2 15

the contractor’s city must be delivered by the 

specified date at the contractor’s expense. 

(b) In the event the contractor has offered prices “free 

on board” (f.o.b.) destination, the GPO may, at its 

option, order material shipped (1) f.o.b. contractor’s 

city (and may furnish Government bills of lading 

(GBL)), (2) by parcel post, or (3) by any premium 

method. Upon exercise of such option, a deduction 

of the contractor’s documented bid price for 

shipping or, if documentation is not available, the 

applicable published commercial freight costs will 

be made from the invoice/voucher. An adjustment 

will be made for parcel post or any premium 

shipping costs prepaid by the contractor upon 

presentation with the invoice/voucher of parcel 

post receipts properly filled out, stamped, and/or 

receipted by the U.S. Postal Service, commercial 

carrier airway bill, or freight bill. Parcel post charges 

and/or freight charges must be included on the 

invoice/voucher as a separate item, supported 

by the paid receipts. Such receipts cannot be 

returned, as they become a permanent part of the 

contract file. 

(c) In the event the contractor has offered prices f.o.b. 

contractor’s city, GBL’s may be furnished for all 

freight and express shipments destined outside the 

commercial zone of the contractor’s bidded f.o.b. 

point. The method of shipping and instructions 

for the preparation of GBL’s will be furnished with 

the GBL’s. When GBL’s are issued, the contractor 

is required to distribute them immediately after 

shipment in accordance with the accompanying 

instructions. 

(d) The GPO, at its option, may order the contractor 

to effect shipment via commercial bill of lading or 

U.S. Postal Service. If so directed, the contractor 

must prepay all charges and will be reimbursed for 

such charges upon presentation, with the invoice/

voucher, of Postal Service receipts (properly filled 

out and stamped by the post office) or copies of 

each paid commercial carrier’s airway bill or freight 

bill as applicable. 

(e) Local commercial zone and f.o.b. destination 

deliveries to the GPO, its warehouses and 

distribution centers must be complete shipments 

to each address, received between 8:30 a.m. and 

3:30 p.m. local time, on workdays and tailgated by 

the carrier unless the rear door of the vehicle has a 

minimum height opening of 80”. 

7. Drayage and Special Charges. 

(a) Whenever shipments are made under bills of 

lading (Government or commercial), charges 

made by a carrier for delivery of materials to 

a contractor’s plant when the specifications 

provide such materials will be delivered ‘‘f.o.b. 

contractor’s city,’’ or charges made by a carrier 

for picking up materials from a contractor’s plant 

for delivery to designated destinations when the 

specifications provide that delivery is to be made 

‘‘f.o.b. contractor’s city,’’ are not payable by the 

Government but are payable by the contractor 

and if paid by the Government such costs will 

be recovered by deduction from the contractor’s 

invoice/voucher. Also, charges made by a carrier for 

winch or other special services are not payable by 

the Government but are payable by the contractor 

and if paid by the Government such costs will 

be recovered by deduction from the contractor’s 

invoice/voucher. 

(b) Charges for local drayage, dunnage, labor, 

blocking, and/or bracing will be allowed when the 

contractor is ordered to combine less-than-carload 

shipments for two or more orders so as to take 

advantage of full carload rates. Rail shipments 

will be utilized only when full carload rates do 

not exceed truckload rates and when both the 

contractor and the consignee have rail facilities and 

time is not of the essence. 

8. Palletizing. 

(a) When indicated in specifications, the contractor 

shall furnish pallets for bulk shipments, in shipping 

containers, when the containers fill two layers or 

more on the pallet. 

(b) Pallets must be type III, size 2, group 2 (or group 

3 contractor’s option) made in accordance 

with Federal Specification NN–P–71C and any 

amendments thereto. Full entry must be on the long 

dimension. 

(c) Material may be secured on pallet by stretch-wrap 

plastic, plastic shrink-wrap, steel strapping or 

plastic or nylon strapping over edge protectors. 

Fasten with straps over edge protectors when 

the containers fill more than 2 layers on the pallet. 

Pallets shall be suitably packed so as to insure 

acceptance and safe delivery by common carrier. 

Maximum height allowed including pallet is 55”. 

Maximum gross weight is 2,000 lbs. Pack flush 
16 Contract Terms — GPO Publication 310.2

to corners, top side up, label facing out, without 

overhang at any edge. Voids must be to the center 

of the pallet. Pack with care. Loaded pallets may be 

stored four high at destination. 

(d) Noncompliance with the palletizing specifications 

may be cause for the Government to reject 

the shipment at destination and return it to the 

contractor at their expense. The Government may, 

at its option, offer the contractor an opportunity 

and a reasonable time to correct, however, 

the Government may choose to repackage in 

accordance with the specifications and charge all 

costs to the contractor.

9. Imprints Unless Otherwise Specified. 

The contractor must download one of the formats 

available on gpo.gov the GPO imprint line and set in 

6-point sans serif type, the current calendar year, a 

dash, and the jacket number e.g. 2016—000–000 

and in cases of term contracts the print order number 

shall be included e.g., 2016—000–000/00000. The 

imprint must appear at the bottom of the last printed 

page on books and pamphlets; at the bottom of the 

back on face and back products; at the bottom of 

face only products (except for items such as labels, 

envelopes, letterheads, certificates, etc.); or in the stub 

of multipart sets. There shall be no additional charge to 

the Government to fulfill this requirement. Commercial 

identification mark(s) of any kind must not appear on 

any product ordered.

Failure to include the GPO imprint line may result in the 

Government exercising its rights and remedies under 

this contract, under QATAP for an equitable adjustment.

10. Reproduction Media. 

(a) Reproduction media not required to be delivered to 

the government may, unless otherwise specified, 

be derived from camera, projection, laser, or other 

reproduction method, provided that the quality 

assurance levels and standards are met. 

(b) When electronic media is furnished, upon 

completion of each order, the contractor shall 

furnish final production native application files 

(digital deliverables) with the furnished material. 

The digital deliverables must be an exact 

representation of the final printed product and 

shall be returned on the same type of storage 

media as was originally furnished, unless otherwise 

specified. The Government will not accept, 

as digital deliverables, PostScript files, Adobe 

Acrobat Portable Document Format (PDF) files, 

or any proprietary file formats other than those 

supplied, unless specified by the Government. (The 

Government will accept Adobe Acrobat Portable 

Document Format (PDF) files as digital deliverables 

when furnished by the Government.)

11. Certificate of Conformance. 

(a) When ‘‘Postage and Fees Paid’’ mailing labels 

or indicia are used for mailing by the contractor, 

the contractor must complete GPO Form 712 

‘‘Certificate of Conformance,’’ which is available 

online at gpo.gov. Particular emphasis is directed to 

the instructions at the top of the form and the terms 

and conditions. Contractors are advised that the 

Postal Service will require postmasters to validate 

the certificate. 

(b) The Contractor shall email the verified mailing 

statement, containing postage computations, within 

24 hours of receipt from the U.S. Postal Service to 

gpopostage@gpo.gov for mailings that bear the 

GPO permit imprint of G26 or G796. 

12. Changes on Multipart Sets.

(a) Changes will be indicated and will be referred to as 

Marginal (Mar), Minor (Mi), or Major (Maj).

(b) Marginal (Mar) changes are defined as the 

change or deletion of one line of words, phrases, 

designating letters or numbers, etc., not affecting 

the spacing of the base form. Copy designations 

appearing within 1 inch of the bottom or top of the 

form will be restricted to three lines or less, all other 

marginal changes are restricted to one line. 

(c) Minor (Mi) changes are defined as (a) two 

‘‘marginal’’ changes per part; (b) any deletion(s) 

without the insertion of new copy except the 

deletion of line(s) as provided for under ‘‘marginal 

change’’; (c) any deletion(s) with the insertion of not 

more than (1 inch) of new copy in one location. 

(d) Major (Maj) changes are defined as any change 

which does not fall into the definitions of marginal 

or minor changes

(e) Not more than one change as defined above shall 

be applied to any one part. 
Contract Terms — GPO Publication 310.2 17

(f) Alignment. The printing on each form of each set 

manufactured must be properly aligned so that the 

printing will register within 1⁄32-inch when the forms 

are gathered into sets. Misregister greater than 

1⁄32-inch may be cause for rejection. 

(g) Perforations. Stub and alignment perforations must 

be such as to guarantee easy separation of all 

parts in one operation, but sufficient strength must 

be retained to prevent disengagement of any part 

under normal handling and shipping conditions. 

Stub perforations shall be on parts only, unless 

otherwise ordered. 

13. Timework/System Timework. 

Operations which cannot be properly classified 

under any other measurable item shall be charged as 

timework or system timework as applicable. Generally, 

timework charges will not be applicable. Each item and 

the time required therefore must be indicated separately 

and fully described on or with the contractor’s invoice/

voucher; otherwise, the charges will not be allowed. 

The Government Publishing Office reserves the right to 

determine the appropriate amount of time to be allowed 

for all such charges. 

14. Departmental Random Copies (Blue Label). 

(a) All orders must be divided into equal sublots in 

accordance with the chart below. A random 

copy must be selected from each sublot. Do not 

choose copies from the same general area in each 

sublot. The contractor will be required to certify 

that copies were selected as directed using GPO 

Form 917-Certificate of Selection of Random 

Copies (located at https://www.gpo.gov/how-towork-with-us/vendors/forms-and-standards). 

The random copies constitute a part of the total 

quantity ordered, and no additional charge will be 

allowed.

Quantity Ordered Number of Sublots

500 - 3,200 50

3,201 - 10,000 80

10,001 - 35,000 125

35,001 and over 200

(b) These randomly selected copies must be packed 

separately and identified by a special label (GPO 

Form 2678-Departmental Random Copies (Blue 

Label) that must be printed on blue paper and 

affixed to each affected container. This form can 

be downloaded at https://www.gpo.gov/how-towork-with-us/vendors/forms-and-standards. 

The container and its contents shall be recorded 

separately on all shipping documents and sent in 

accordance with the distribution list.

A copy of the print order/specification and a signed 

Certificate of Selection of Random Copies shall be 

included.

PROOFS

15. General Requirements. 

(a) All proofs must be accompanied by the original 

GFP and submitted for approval when indicated in 

the specifications and/or print order, and shall be 

sent to the address listed in the specifications. 

(b) The Contractor shall perform all necessary 

proofreading to insure that all proofs are in 

conformity with the original GFP submitted. 

(c) Proofs may not be submitted in installments unless 

authorized in the specifications. 

(d) If any contractor’s errors are serious enough in 

the opinion of the GPO to require revised proofs, 

the revised proofs are to be provided at no 

expense to the Government. No extra time can be 

allowed for this reproofing; such operations must 

be accomplished within the original production 

schedule allotted in the specifications. 

(e) Unless otherwise specified, the contractor must not 

proceed with production or print any portion of an 

order prior to receiving an ‘‘OK to proceed’’ or an 

‘‘OK to print’’ from the Government. 

16. Author’s Alterations. 

(a) Author’s alterations consist of all marks made by 

the author at variance with the original Government 

furnished material as submitted to the contractor, 

but do not include corrections made by the author 

due to the failure of the contractor to follow the 

furnished material literally. 

(b) Proof of charge. Charges for author’s alterations 

will not be honored unless the invoice/voucher 

which is submitted to the GPO is supported by a 

contract modification. Charges will not be allowed 

for proofing operations or materials which are due 

to the fault of the contractor. 
18 Contract Terms — GPO Publication 310.2

17. Proofing Procedures. 

(a) When revised proofs are required, the contractor 

will be required to make all marked corrections 

and submit the specified number of sets of proofs, 

accompanied by the furnished media and the last 

proof set received containing the author’s marks. 

These marked proofs will be returned to the 

contractor for modification requests as applicable.

(b) Contractor errors consist of mistakes (i) made 

in variance of the original furnished media, or (ii) 

introduced in the correction of author’s alterations. 

(c) Errors discovered and marked on proofs by 

Government personnel will not be all inclusive and 

shall be an indication only that mistakes have been 

introduced by the contractor. It is the responsibility 

of the contractor to determine the extent of the 

errors made and their subsequent correction. 
Contract Terms — GPO Publication 310.2 19

22

STRINGER AND DECKBOARD DESIGN FOR TYPE III, 

Four-way (Partial) Flush Pallet

a) Federal Specification Pallets. Material Handling. Wood,

Stringer Construction. 2-way end 4-way (partial),

NN-P-71C, dated 8-10-73.

b) Classification

 1. Type III—four-way (partial), flush, assembled, nonreversible.

 2. Size 2 - 40” x 48”.

 3. Wood Group II — medium density woods (softwoods), or

 Wood Group III—high density woods (hardwoods).

 4. Grade A—untreated.

c) Preproduction model not required.

d) Moisture content as per specification.

e) Manufacturer’s identification not required.

f) Bundling for shipment not required.

1. Dimensions are in inches.

2. Notches are to be centered about the centerline (CL).

3. Corners of notches shall be rounded as indicated.

4. One or two bottom deckboards may be used at the center.
20 Contract Terms — GPO Publication 310.2

CONTRACT CLAUSES

1. Contractual Responsibility. 

Awards by GPO for printing, binding, and related 

services are the sole responsibility of GPO. Customer 

agencies have no authority to make changes. 

Modifications shall have no force or effect unless 

addressed before the fact and subsequently confirmed 

in writing by the Contracting Officer. Awards made by 

authorized federal customer agencies of the Simplified 

Purchase Agreement require prior written approval for 

all modifications. Failure to comply with this clause may 

be cause for nonpayment of additional costs incurred or 

rejection of the order. 

2. Order of Precedence. 

In the event of an inconsistency, the inconsistency 

shall be resolved by giving precedence in the following 

order: (a) specifications; (b) supplemental specifications 

(including GPO Form 2511/Print Order); (c) solicitation 

provisions; (d) contract clauses; and (e) other provisions 

whether incorporated by reference or otherwise. 

3. Workday. 

(a) The term ‘‘workday’’ is defined as Monday through 

Friday of each week, exclusive of the days on 

which Federal Government holidays are observed. 

Also excluded are those days on which the GPO is 

not open for the transaction of business, such as 

days of national mourning, hazardous weather, etc. 

(b) References to ‘‘days’’ other than ‘‘workdays’’ shall 

mean calendar days. 

(c) Unless indicated otherwise in the specifications, a 

workday shall be considered between the hours 

of 7:30 a.m. and 3:30 p.m. local time at the point 

of contact (i.e. the location where delivery is being 

made or communication is being received) on 

federal workdays.

4. Changes. 

(a) The Contracting Officer may at any time, by written 

order, and without notice to the sureties, if any, 

make changes within the general scope of the 

contract in any one or more of the following: 

(1) Specifications when the supplies to be 

furnished are to be specially manufactured 

for the Government in accordance with the 

specifications. 

(2) Method of shipment or packing. 

(3) Place of delivery. 

(b) If any such change causes an increase or decrease 

in the cost of, or the time required for, performance 

of any part of the work, whether or not changed 

by the order, the Contracting Officer shall make 

an equitable adjustment in the contract price, the 

delivery schedule, or both, and shall modify the 

contract. 

(c) The contractor must submit any ‘‘proposal for 

adjustment’’ (hereafter referred to as proposal) 

under this clause within 30 days from the date 

of receipt of the written order. However, if the 

Contracting Officer decides that the facts justify it, 

the Contracting Officer may receive and act upon a 

proposal submitted anytime before final payment. 

(d) If the contractor’s proposal includes the cost of 

property made obsolete or excess by the change, 

the Contracting Officer shall have the right to 

prescribe the manner of the disposition of the 

property. 

(e) Failure to agree to any adjustment shall be a 

dispute under the Disputes clause. However, 

nothing in this clause shall excuse the contractor 

from proceeding with the contract as changed. 

5. Disputes. 

(a) This contract is subject to the Contract Disputes 

Act of 1978, as amended (41 U.S.C. §§ 7101-7109 

as modified by Section 1501 (d) of Title I of Division 

H of the Consolidated Appropriations Act, 2008, 

Public Law No. 110-161). 

(b) Except as provided in the Contract Disputes Act of 

1978, all disputes arising under or relating to this 

contract shall be resolved under this clause. 

(c) “Claim,” as used in this clause, means a written 

demand or written assertion by one of the 

contracting parties seeking, as a matter of right, 

the payment of money in a sum certain, the 

adjustment or interpretation of contract terms, or 

other relief arising under or relating to this contract. 

However, a written demand or written assertion 

by the Contractor seeking the payment of money 

exceeding $50,000 is not a claim under the Act 

until certified. A invoice/voucher, invoice, or other 

routine request for payment that is not in dispute 

when submitted is not a claim under the Act. The 

submission may be converted to a claim under 

the Act, by complying with the submission and 

certification requirements of this clause, if it is 
Contract Terms — GPO Publication 310.2 21

disputed either as to liability or amount or is not 

acted upon in a reasonable time. 

(d) (1) A claim by the Contractor shall be made 

in writing and, unless otherwise stated in this 

contract, submitted within 6 years after accrual 

of the claim to the Contracting Officer for 

a written decision. A claim by the Government 

against the Contractor shall be subject to a 

written decision by the Contracting Officer. 

(2) (i) The Contractor shall provide the certification 

 specified in paragraph (d)(2)(iii) of this clause 

 when submitting any claim exceeding 

 $50,000. 

(ii) The certification requirement does not apply 

to issues in controversy that have not been 

submitted as all or part of a claim. 

(iii) The certification shall state as follows: 

“I certify that the claim is made in good 

faith; that the supporting data are accurate 

and complete to the best of my knowledge 

and belief; that the amount requested 

accurately reflects the contract adjustment 

for which the Contractor believes the 

Government is liable; and that I am duly 

authorized to certify the claim on behalf of 

the Contractor.” 

(3) The certification may be executed by any 

person duly authorized to bind the Contractor 

with respect to the claim. 

(e) For Contractor claims of $50,000 or less, the 

Contracting Officer must, if requested in writing by 

the Contractor, render a decision within 60 days 

of the request. For Contractor-certified claims over 

$50,000, the Contracting Officer must, within 60 

days, decide the claim or notify the Contractor of 

the date by which the decision will be made. 

(f) The Contracting Officer’s decision shall be final 

unless the Contractor appeals, within ninety (90) 

days of receipt of a Contracting Officer’s decision, 

to the U.S. Government Accountability Office 

Contract Appeals Board (GAO CAB), 441 G Street, 

NW, Room 7182, Washington, DC, 20548; Fax: 

202.512.9749; Email: CAB@gao.gov. 

(g) If the claim by the Contractor is submitted to the 

Contracting Officer or a claim by the Government 

is presented to the Contractor, the parties, by 

mutual consent, may agree to use alternative 

dispute resolution (ADR). If the Contractor refuses 

an offer for ADR, the Contractor shall inform the 

Contracting Officer, in writing, of the Contractor’s 

specific reasons for rejecting the offer. 

(h) The Government shall pay interest on the amount 

found due and unpaid from 

(1) the date that the Contracting Officer receives 

the claim (certified, if required); or 

(2) the date that payment otherwise would 

be due, if that date is later, until the date 

of payment. With regard to claims having 

defective certifications, interest shall be paid 

from the date that the Contracting Officer 

initially receives the claim. [A “defective 

certification” means a certificate which alters 

or otherwise deviates from the language in (d)

(2)(iii) above, or which is not executed by a 

person duly authorized to bind the contractor 

with respect to the claim. Failure to certify shall 

not be deemed to be a defective certification.] 

Simple interest on claims shall be paid at the 

rate, fixed by the Secretary of the Treasury 

as provided in the Act, which is applicable 

to the period during which the Contracting 

Officer receives the claim and then at the rate 

applicable for each 6 month period as fixed by 

the Treasury Secretary during the pendency of 

the claim. 

(i) The Contractor shall proceed diligently with 

performance of this contract, pending final 

resolution of any request for relief, claim, appeal, or 

action arising under the contract, and comply with 

any decision of the Contracting Officer. 

6. Subcontracts. 

(a) The contractor may make contracts with any other 

party for the furnishing of any part of the supplies 

or work called for, with the exception that the 

predominant production function required in the 

performance of the contract shall not be subcontracted. If the predominant production function 

is other than printing, it shall be so identified in the 

specifications. 

(b) The term ”printing” includes, but is not limited to 

processes of composition, platemaking, presswork, 

duplicating, screen processes, and digital imaging 

reproduction.
22 Contract Terms — GPO Publication 310.2

7. Government Furnished Property (GFP). 

The contractor is required to examine the furnished 

property immediately upon receipt. For furnished 

electronic media, prior to image processing, the 

contractor is responsible for checking files contained 

on the furnished media to insure that such features as 

bleeds, register marks, and correct file output selection 

have been provided for, so as to correctly generate 

output for printing. If at that time there is disagreement 

with the description or the requirements as presented in 

the specification (or ordering document), and prior to the 

performance of any work, the contractor shall contact 

the originating GPO office and contest the description. 

(Failure to examine the GFP/specifications and bring 

any discrepancies to the attention of the Contracting 

Officer will not relieve the contractor of responsibility to 

perform.) The Contracting Officer will then investigate and 

make a determination which will be final. If the decision 

is reached that the original description is proper, the 

contractor shall proceed with the work. Failure to agree 

to the description shall be a dispute within the meaning 

of the Disputes clause. If the decision is reached that 

the description is erroneous, the Contracting Officer will 

proceed in one of the following manners: 

(a) In the case of sealed bids, either an equitable 

adjustment, if required, will be negotiated with the 

contractor and a supplemental agreement issued or 

the order will be terminated. 

(b) In the case of a print order placed through a term 

contract, an equitable adjustment, if required, will 

be negotiated and a supplemental agreement 

issued. However, in multiple award contracts 

where GPO determines contractor sequence on 

each print order, GPO will recompute the print 

order sequence using the revised specifications. 

If this results in a different contractor having the 

overall low cost for that print order, the order may 

be terminated in accordance with the Termination 

for the Convenience of the Government clause 

and, if terminated, will be offered to the new low 

contractor. 

(c) The Contracting Officer may at their option, when 

requested, furnish the contractor with materials 

or supplies not readily obtainable in the open 

market which are required by the contractor 

for performance. In such event, the cost to the 

Government of the materials or supplies, plus 

any handling and administrative costs, shall be 

deducted from the contract price of the items, 

supplies, or work herein contracted for in such 

manner and at such times as the Contracting 

Officer may specify. 

8. Use of Government Furnished Property. 

The Government furnished property or content shall, 

unless otherwise approved by the Contracting Officer, 

be used only for performance of the requirement. 

The Government has unlimited rights to all content 

first produced in the performance of a contract and to 

all final content delivered under a contract, unless a 

contractor has written permission from the Contracting 

Officer to assert copyright on the material. 

9. Risk of Loss. 

Unless otherwise provided, the contractor assumes the 

risk of, and shall be responsible for, any loss or damage 

or unauthorized access to Government property. This 

includes all materials and content furnished in any format. 

The contractor shall be liable for loss, damage, release 

of information, or destruction of Government property/

material caused by its negligence. Should the property/

material be destroyed or damaged by an act of God and 

the contractor used sound judgment in protecting it, then 

the contractor shall be absolved of liability. Responsibility 

for Government property provided under contract begins 

upon receipt by the contractor’s agent (including pickup 

delivery services as well as data transferred electronically) 

for delivery to the contractor or any of its subcontractors, 

and extends until the contractor or their agent has 

delivered to specified location. 

10. Return of Government Property. 

(a) Government furnished production media such as, 

but not limited to: positives, negatives, artwork, 

camera copy, electronic media, shall be returned 

to the agency upon completion or termination of 

the contract, without demand by the Government, 

at the contractor’s expense unless specifically 

provided otherwise in the specifications or by the 

Contracting Officer. 

(b) GBL’s shall be returned via traceable means.

(c) The contractor agrees to return all excess 

paper, supplies, or materials received from 

the Government resulting from overdelivery of 

such materials, more economical production 

than anticipated, or for any other reason, at the 

Government’s expense unless specifically provided 

otherwise. The contractor shall request advice 

from the Contracting Officer as to the disposition 
Contract Terms — GPO Publication 310.2 23

of the excess materials. The contractor warrants, 

in submitting a claim upon the Government that all 

such materials, supplies, and excess paper have 

been returned to the Government. It shall be the 

responsibility of the contractor to secure evidence 

of return of such Government property in the form 

of delivery receipts signed by an authorized officer 

or agent of GPO, or any other receipt acceptable to 

the Government.

(d) Upon completion, the contractor must furnish 

one set of final production native application files 

(digital deliverables) with the furnished material, 

as applicable. The digital deliverables must be an 

exact representation of the final printed product 

and shall be returned on the same type of storage 

media as was originally furnished. The Government 

will not accept, as digital deliverables, Postscript 

files, Adobe Acrobat, Portable Document Format 

(PDF) files, or any proprietary file formats other 

than those supplied, unless specified by the 

Government.

11. Quantity Variations. 

(a) No variation in quantity of any item ordered will be 

permitted unless authorized in the specifications or 

by the Contracting Officer. If authorized, the extent 

of the variation will also be prescribed. 

(b) If the Contractor delivers and the Government 

receives quantities of any item in excess of the 

quantity called for (after considering any allowable 

variation in quantity), and had failed to get previous 

authorization from the Contracting Officer, such 

excess quantities will be treated as being delivered 

for the convenience of the Contractor. Since 

overshipments result in unnecessary administrative 

costs to the Government in determining disposition 

of the excess quantity, the Government may retain 

such excess quantities up to $250 in value without 

compensating the Contractor therefor, and the 

Contractor waives all right, title, or interests therein. 

Quantities in excess of $250 will, at the option 

of the Government, either be rejected and the 

contractor will be notified to remove the copies at 

the Contractor’s expense or be retained and paid 

for by the Government at the agreed upon rate.

(c) Unless otherwise indicated, the contractor shall 

contact the Contracting Officer for direction before 

delivery of an order with an authorized quantity 

variation. 

(d) Any plus quantity of printed matter in excess of 

the permissible variation, which was printed on 

Government furnished property, is the property of 

the Government. 

(e) The right to purchase overruns on other than 

Government furnished property at 

(1) a negotiated rate, or 

(2) the additional rate contained in the contract, 

is reserved to the Government, at its option. 

If, however, such overruns are not purchased 

by the Government, they shall be disposed of 

by the contractor so as to preclude their use 

for any purpose other than salvage. (See the 

clause ‘‘Reproduction of Printing Prohibited’’.) 

Requests for information regarding disposal 

of overruns must be furnished in writing to 

the Contracting Officer as soon as possible. 

Delay in requesting or receiving instructions 

concerning such overruns shall not delay 

shipment of the basic order beyond the date 

specified in the contract. 

(f) Notwithstanding any authorized variation in 

quantity, the contractor shall take every precaution 

to insure a full count of all quantities ordered 

for delivery to the U.S. Government Publishing 

Office, Washington, D.C. 20401, marked either 

‘‘Consigned Stock,’’ ‘‘Depository Copies,’’ 

‘‘Sales Copies,’’ ‘‘File Copies,’’ ‘‘Capitol—Hold 

for Binding,’’ or other ‘‘Doc Title,’’ or ‘‘Plain 

Titles.’’ Shortages occurring in these or other 

consignments will be cause for requiring the 

contractor to make up shortages at no additional 

cost to the Government. 

12. Notice of Compliance with Schedules. 

(a) In order to successfully and adequately maintain 

progress records, GPO must have certain 

information concerning shipment/delivery. The 

contractor, therefore, must furnish contract 

compliance information required in accordance with 

the following: 

(1) If Government Furnished Property has not been 

received on or before the dates scheduled, the 

contractor shall immediately notify the Contract 

Compliance Section or originating Regional 

Printing Procurement Office by telephone, fax, 

or email as set forth in the specifications. 

(2) Immediately after shipment/delivery of proofs 
24 Contract Terms — GPO Publication 310.2

(if required), the contractor shall notify the 

Contract Compliance Section/originating 

Regional Printing Procurement Office and 

agency contact provided in the specifications 

of the date of shipment/delivery and advise of 

the method used (e.g. overnight courier and 

tracking number, etc.). 

(3) When pickup of shipments has been 

prearranged by the Transportation 

Management Section, the contractor must 

notify the Traffic Manager no later than 3:00 

p.m. (EDT or EST) of the workday prior to the 

scheduled pickup day of any inability to release 

the completed product. Contact information 

will be indicated in the specifications.

(4) If shipment/delivery of the finished product will 

not be made on the scheduled date(s), the 

contractor shall immediately notify the Contract 

Compliance Section or originating Regional 

Printing Procurement Office by telephone, fax, 

or email notification of the anticipated failure 

to ship/deliver as scheduled, the reasons for 

the failure, and a revised date(s) for shipment/

delivery. 

(5) Unless otherwise specified, immediately 

after shipment/delivery has been made, the 

contractor shall notify the Contract Compliance 

Section/originating Regional Printing 

Procurement Office and ordering agency 

(when contact is provided in the specifications) 

by telephone, fax, or email of the fact and 

identify the method used; e.g., U.S. Postal 

Service, overnight courier and tracking number, 

local delivery service or contractor-owned 

transportation. The name of the contractor, 

GBL or freight bill number, and name of 

the carrier must be furnished in the case of 

shipment by common carrier; only the name 

of the company is required in the case of local 

delivery service. 

(6) Toll free numbers and an email address are 

available for use in making the above progress 

reports. The telephone numbers and email 

addresses are set forth in the specifications. 

(b) Extension of schedules. 

(1) In the event a delay is caused by any action of 

the Government, including failure to furnish 

ordering document, copy, and/or materials as 

scheduled, the shipping/delivery schedule will 

be extended automatically by the total number 

of workdays that work was delayed PLUS 1 

workday for each day of delay; such period 

of grace for any schedule will not exceed 3 

workdays. For example: 

1 workday late + 1 workday grace = 

2 workdays extension 

2 workdays late + 2 workdays grace = 

4 workdays extension 

3 workdays late + 3 workdays grace = 

6 workdays extension 

Over 3 workdays late: total number of 

workdays late + 3 workdays grace = total 

number of workdays extension. No more than 

3 workdays grace will be allowed on any one 

order 

(2) If, as a result of Government-caused delay, 

additional time is required beyond that provided 

for in paragraph (b)(1), the contractor shall 

furnish a written request to the Contracting 

Officer within 5 calendar days from the end of 

the Government-caused delay. If, in the opinion 

of the Contracting Officer, additional time 

beyond the 5 calendar days for submitting such 

written request is warranted, it may be granted. 

(3) In the event no adjustment of schedule 

has been requested, the contractor will be 

considered to be delinquent if shipment/

delivery has not been made by the date 

established by the automatic extension. 

(4) In the event an adjustment of schedule has 

been requested in writing by the contractor 

and is approved by the Contracting Officer, the 

contractor shall meet the adjusted shipping/

delivery date and will be considered delinquent 

if it is not met. 

13. Failure to Ship/Deliver Full Quantities. 

The contractor shall be considered delinquent on an 

order that ships/delivers with any shortage that is not 

authorized.

If a packing list is not included with the shipment, or 

if there is a discrepancy between the packing list and 

carton labels, the quantity verified by the Government 

will be accepted as final and conclusive. 
Contract Terms — GPO Publication 310.2 25

14. Inspection and Tests. 

(a) Definition. ‘‘Supplies,’’ as used in this clause 

includes but is not limited to raw materials, 

components, intermediate assemblies, end 

products, and supplies by lot. 

(b) The contractor shall provide and maintain an 

inspection system acceptable to the GPO covering 

supplies under the contract and shall tender to 

the Government for acceptance only the supplies 

that have been inspected in accordance with 

the inspection system and have been found by 

the contractor to be in conformity with contract 

requirements. As part of the system, the contractor 

shall prepare records evidencing all inspections 

made under the system and the outcome. The 

contractor shall keep a complete record of these 

inspections and make them available to the GPO 

until expiration of the warranty periods The GPO 

may perform reviews and evaluations as reasonably 

necessary to ascertain compliance with this 

paragraph, which shall be conducted in a manner 

that will not unduly delay performance. The right to 

review, whether exercised or not, does not relieve 

the contractor of contractual obligations. 

(c) The Government has the right to inspect and test 

all supplies called for, to the extent practicable, 

at all places and times, including the period of 

manufacture, and in any event before acceptance, 

at no additional charge. The Government may 

perform inspections and tests in a manner that will 

not unduly delay performance and assumes no 

contractual obligation to perform any inspection 

and test for the benefit of the contractor unless 

specifically set forth elsewhere. 

(d) If the Government performs inspection or test on 

the premises of the contractor or a subcontractor, 

the contractor shall furnish, and shall require 

subcontractors to furnish, without additional 

charge, all reasonable facilities and assistance 

for the safe and convenient performance of 

these duties. Except as otherwise provided, the 

Government shall bear the expense of Government 

inspections or tests made at other than the 

contractor’s or subcontractor’s premises; provided, 

that in case of rejection, the Government shall not 

be liable for any reduction in the value of inspection 

or test samples. 

(e) (1) When supplies are not ready at the time 

specified by the contractor for inspection or test 

or an unreasonable amount of time is taken to 

produce satisfactory press sheets, the Contracting 

Officer may charge to the contractor the additional 

cost of inspection or test. 

(2) The Contracting Officer may also charge the 

contractor for any additional cost of inspection or 

test when prior rejection makes reinspection or 

retest necessary. 

(f) The Government has the right either to reject 

or to require correction of nonconforming 

supplies. Supplies are nonconforming when 

they are defective in material or workmanship 

or are otherwise not in conformity with contract 

requirements. The Government may reject 

nonconforming supplies with or without disposition 

instructions. 

(g) The contractor shall, promptly after notice, remove 

supplies rejected or required to be corrected. 

However, the Contracting Officer may require 

or permit correction in place, promptly after 

notice, by and at the expense of the contractor. 

The contractor shall not tender for acceptance, 

corrected or rejected supplies without disclosing 

the former rejection or requirement for correction, 

and, when required, shall disclose the corrective 

action taken. 

(h) If the contractor fails to promptly remove, replace, 

or correct rejected supplies that are required to 

be removed or to be replaced or corrected, the 

Government may either: 

(1) By contract or otherwise, remove, replace, or 

correct the supplies and charge the cost to the 

contractor; or 

(2) Terminate for default as provided in the Default 

clause. Unless the contractor corrects or 

replaces the supplies within the established 

delivery schedule, the Contracting Officer 

may accept their later delivery and make an 

equitable price reduction. Failure to agree to a 

price reduction shall be a dispute concerning 

a question of fact within the meaning of the 

Disputes clause. 

(i) (1) If the contract provides for the performance 

 of Government quality assurance at source, or 

if requested by the Government, the contractor 

shall furnish advance notification of the time 
26 Contract Terms — GPO Publication 310.2

(i) when contractor inspection or tests will be 

performed in accordance with the terms 

and conditions of the contract, and 

(ii) when the supplies will be ready for 

Government inspection. 

(2) The GPO request shall specify the period and 

method of the advance notification and the 

Government representative to whom it shall be 

furnished. 

(j) The Government shall accept or reject supplies 

as promptly as practicable after delivery unless 

otherwise provided in the contract. Government 

failure to inspect and accept or reject the supplies 

shall not relieve the contractor from responsibility, 

nor imposes liability on the Government, for 

nonconforming supplies. 

(k) Inspections and tests by the Government do not 

relieve the contractor of responsibility for defects 

or other failures to meet contract requirements 

discovered before acceptance. Acceptance shall 

be conclusive, except for latent defects, fraud, 

gross mistakes amounting to fraud, or as otherwise 

provided in the contract. 

(l) If acceptance is not conclusive for any of the 

reasons in paragraph (k) hereof, the Government, in 

addition to any other rights and remedies provided 

by law, or under other provisions of the contract, 

may have the right to require the contractor 

(1) at no increase in contract price, to correct 

or replace the defective or nonconforming 

supplies at the original point of delivery or 

at the contractor’s plant at the Contracting 

Officer’s election, and in accordance with a 

delivery schedule as may be agreed upon 

between the contractor and the Contracting 

Officer; provided, that the Contracting Officer 

may require a reduction in the contract price 

if the contractor fails to meet such delivery 

schedule, or 

(2) within a reasonable time after receipt 

by the contractor of notice of defects or 

non-conformance, to repay such portion 

of the contract as is equitable under the 

circumstances if the Contracting Officer elects 

not to require correction or replacement. 

When supplies are returned to the contractor, 

the contractor shall bear the transportation 

cost from the original point of delivery to the 

contractor’s plant and return to the original 

point when that point is not the contractor’s 

plant. If the contractor fails to perform or act 

as required in (1) or (2) above and does not 

cure such failure within a period of 5 days (or 

such period of time as the Contracting Officer 

may authorize in writing) after receipt of notice 

from the Contracting Officer specifying such 

failure, the Government shall have the right 

by contract or otherwise to replace or correct 

such supplies and charge to the contractor the 

cost occasioned the Government thereby. 

15. Warranty. 

(a) Definitions. As used in this clause— 

‘‘Acceptance’’ means the act of an authorized 

representative of the Government by which the 

Government assumes for itself, or as an agent 

of another, ownership of existing supplies, or 

approves specific services as partial or complete 

performance of the contract. 

‘‘Correction’’ means the elimination of a defect. 

‘‘Supplies’’ means the end item furnished by the 

contractor and related services required under the 

contract. 

(b) Contractor’s obligations.

(1) Notwithstanding inspection and acceptance 

by the Government of supplies furnished under 

the contract, or any condition of the contract 

concerning the conclusiveness thereof, the 

contractor warrants that for 120 days from the 

date of final payment— 

(i) All supplies furnished under the contract 

will be free from defects in material or 

workmanship and will conform to all 

requirements of the contract; and 

(ii) The preservation, packaging, packing, and 

marking, and the preparation for, and method 

of, shipment of such supplies will conform to 

the requirements of the contract. 

(2) When return, correction, or replacement 

is required, transportation charges and 

responsibility for the supplies while in transit 

shall be borne by the contractor. However, 

the contractor’s liability for the transportation 

charges shall not exceed an amount equal 

to the cost of transportation by the usual 

commercial method of shipment between the 
Contract Terms — GPO Publication 310.2 27

place of delivery specified in the contract and 

the contractor’s plant, and return. 

(3) Any supplies or parts thereof, corrected or 

furnished in replacement under this clause, 

shall also be subject to the terms of this 

clause to the same extent as supplies initially 

delivered. The warranty, with respect to 

supplies or parts thereof, shall be equal in 

duration to that in paragraph (b)(1) of this 

clause and shall run from the date of delivery of 

the corrected or replaced supplies. 

(4) All implied warranties of merchantability and 

‘‘fitness for a particular purpose’’ are excluded 

from any obligation contained in this clause. 

(c) Remedies available to the Government. 

(1) The Contracting Officer or their authorized 

representative shall give written notice to 

the contractor of any breach of warranties in 

paragraph (a)(1) above within 120 days, unless 

otherwise specified, from the final payment 

date. 

(2) Within a reasonable time after the notice, the 

Contracting Officer may either— 

(i) Require, by written notice, the prompt 

correction or replacement of any supplies 

or parts thereof (including preservation, 

packaging, packing, and marking) that do not 

conform with the requirements of the contract 

within the meaning of paragraph (b)(1) of this 

clause; or 

(ii) Retain such supplies and reduce the 

contract price by an amount equitable under 

the circumstances.

(3) If the contract provides for inspection of 

supplies by sampling procedures, conformance 

of supplies or components subject to warranty 

shall be determined by the applicable sampling 

procedures in the contract. The Contracting 

Officer— 

(i) May, for sampling purposes, group any 

supplies delivered under the contract; 

(ii) Shall require the size of the sample to be 

that required by sampling procedures specified 

in the contract for the quantity of supplies on 

which warranty action is proposed; 

(iii) May project warranty sampling results 

over supplies in the same shipment or other 

supplies contained in other shipments even 

though all of such supplies are not present 

at the point of reinspection; provided, that 

the supplies remaining are reasonably 

representative of the quantity on which 

warranty action is proposed; and 

(iv) Need not use the same lot size as on 

original inspection or reconstitute the original 

inspection lots. 

(4) Within a reasonable time after notice of any 

breach of the warranties specified in paragraph 

(b)(1) of this clause, the Contracting Officer may 

exercise one or more of the following options: 

(i) Require an equitable adjustment in the 

contract price for any group of supplies. 

(ii) Screen the supplies grouped for warranty 

action under this clause at the contractor’s 

expense and return all nonconforming supplies 

to the contractor at the contractor’s expense 

for correction or replacement. 

(iii) Require the contractor to inspect 

the supplies at locations designated by 

the Government within the continental 

United States and to correct or replace all 

nonconforming supplies 

(iv) Return the supplies grouped for warranty 

action under this clause to the contractor 

(irrespective of the f.o.b. point or the 

point of acceptance) for identifying and 

separating the acceptable supplies from the 

nonconforming supplies at the contractor’s 

expense and correction or replacement of the 

nonconforming supplies at the contractor’s 

expense. 

(5) (i) The Contracting Officer may, by contract or 

otherwise, correct or replace the nonconforming 

supplies from another source and charge to 

the contractor the cost occasioned to the 

Government thereby if the contractor— 

(A) Fails to make redelivery of the corrected 

or replaced supplies within the time 

established for their return; or 

(B) Fails either to accept return of the 

nonconforming supplies or fails to make 

progress after their return to correct 

or replace them so as to endanger 

performance of the delivery schedule, and 
28 Contract Terms — GPO Publication 310.2

in either of these circumstances does not 

cure such failure within a period of 5 days 

(or such longer period as the Contracting 

Officer may authorize in writing) after receipt 

of notice from the Contracting Officer 

specifying such failure. 

(ii) Instead of correction or replacement by 

the Government, the Contracting Officer may 

require an equitable adjustment of the contract 

price. 

 (6) If the contractor fails to furnish timely 

disposition instructions, the Contracting Officer 

may dispose of the nonconforming supplies 

for the contractor’s account in a reasonable 

manner. The Government is entitled to 

reimbursement from the contractor, or from 

proceeds of such disposal, for the reasonable 

expenses of the care and disposition of the 

nonconforming supplies, as well as for excess 

costs incurred or to be incurred. 

 (7) The rights and remedies of the Government 

provided in this clause are in addition to, 

and do not limit, any rights afforded to the 

Government by any other clause. 

16. Notice and Assistance Regarding Patent 

 and Copyright Infringement. 

(a) The contractor shall report to the Contracting 

Officer, promptly and in reasonable written detail, 

each notice or claim of patent or copyright 

infringement based on performance of the contract 

of which the contractor has knowledge. 

(b) In the event of any claim or suit against the 

Government, due to alleged patent or copyright 

infringement arising out of performance or out 

of the use of any supplies furnished or work or 

services performed hereunder, the contractor shall 

furnish to the Government, when requested by the 

Contracting Officer, all evidence and information in 

possession of the contractor pertaining to such suit 

or claim. Such evidence and information shall be 

furnished at the expense of the contractor. 

(c) The contractor agrees to include, and require 

inclusion of this clause in all subcontracts at any tier 

for supplies or services (including those for material, 

supplies, models, samples, or design or testing 

services) expected to exceed $100,000. 

17. Patent Indemnity. 

(a) The contractor shall indemnify the Government 

and its officers, agents, and employees against 

liability, including costs, for infringement of any 

United States patent (except a patent issued upon 

an application which is now or may hereafter be 

withheld from issue pursuant to a secrecy order 

under 35 U.S.C. 181) arising out of the manufacture 

or delivery of supplies or the performance of 

services, under the contract, or out of the use or 

disposal by or for the account of the Government of 

such supplies. 

(b) This indemnity shall not apply unless the contractor 

shall have been informed as soon as practicable 

by the Government of the suit or action alleging 

such infringement, and shall have been given such 

opportunity as is afforded by applicable laws, rules, 

or regulations to participate in the defense thereof; 

and, further, such indemnity shall not apply if: 

(1) An infringement resulting from compliance with 

specific written instructions of the Contracting 

Officer directing a change in the supplies to be 

delivered or in the materials or equipment to 

be used, or directing a manner of performance 

of the contract not normally used by the 

contractor; 

(2) An infringement resulting from addition to or 

change in supplies or components furnished 

that was made subsequent to delivery or 

performance; or 

(3) A claimed infringement is unreasonably settled 

without the consent of the contractor, unless 

required by final decree of a court of competent 

jurisdiction. 

18. Reproduction of Printing Prohibited. 

No printing or other work to be performed shall be 

reproduced by the contractor for sale or for any 

purpose other than that provided. 

19. Termination for the Convenience 

 of the Government. 

(a) The Government may terminate performance 

of work in whole or in part if the Contracting 

Officer determines that a termination is in the 

Government’s interest. Termination for the 

Convenience of the Government is for reasons 

other than default of the contractor. 
Contract Terms — GPO Publication 310.2 29

The Contracting Officer shall terminate by delivering 

to the contractor a Notice of Termination specifying 

the extent of termination and the effective date. 

(b) After receipt of a Notice of Termination, and 

except as directed by the Contracting Officer, the 

contractor shall immediately proceed with the 

following obligations, regardless of any delay in 

determining or adjusting any amounts due under 

this clause: 

(1) Stop work as specified in the notice. 

(2) Place no further subcontracts or orders 

(referred to as subcontracts in this clause) 

for materials, services, or facilities, except as 

necessary to complete the continued portion of 

the contract. 

(3) Terminate all subcontracts to the extent they 

relate to the work terminated. 

(4) Assign to the Government, as directed by the 

Contracting Officer, all right, title, and interest 

under the subcontracts terminated, in which 

case the Government shall have the right to 

settle or to pay any termination settlement 

proposal arising out of those terminations. 

(5) With approval or ratification to the extent 

required by the Contracting Officer, settle 

all outstanding liabilities and termination 

settlement proposals arising from the 

termination of subcontracts; the approval or 

ratification will be final for purposes of this 

clause. 

(6) As directed by the Contracting Officer, transfer 

title and deliver to the Government (i) work in 

process, completed work, supplies, and other 

material produced or acquired for the work 

terminated, and (ii) the completed or partially 

completed plans, drawings, information, and 

other property that, if the contract had been 

completed, would be required to be furnished 

to the Government. 

(7) Complete performance of the work not 

terminated. 

(8) Take any action that may be necessary, or 

that the Contracting Officer may direct, for the 

protection and preservation of property that 

is in the possession of the contractor and in 

which the Government has or may acquire an 

interest. 

(9) Use its best efforts to sell, as directed or 

authorized by the Contracting Officer, 

any property of the types referred to in 

subparagraph (6) above; provided, however, 

that the contractor (i) is not required to extend 

credit to any purchaser and (ii) may acquire 

the property under the conditions prescribed 

by, and at prices approved by, the Contracting 

Officer. The proceeds of any transfer or 

disposition will be applied to reduce any 

payments to be made by the Government, 

credited to the price or cost of the work, or 

paid in any other manner directed by the 

Contracting Officer. 

(10) Use its best efforts to sell, as directed 

or authorized by the Contracting Officer, 

termination inventory other than that retained 

by the Government under subparagraph (6) 

above; provided, however, that the contractor 

(i) is not required to extend credit to any 

purchaser and 

(ii) may acquire the property under the 

conditions prescribed by, and at prices 

approved by, the Contracting Officer. The 

proceeds of any transfer or disposition 

will be applied to reduce any payments to 

be made by the Government under this 

contract, credited to the price or cost of the 

work, or paid in any other manner directed 

by the Contracting Officer. 

(11) Immediately advise the Contracting Officer 

of any special circumstances precluding the 

stoppage of work and any legal proceedings 

against the contractor growing out of any 

subcontract or other commitment related to 

the terminated portion of the contract.

(c) After termination, the contractor shall submit a 

final termination settlement proposal on GPO Form 

911 to the Contracting Officer. The contractor shall 

submit the proposal promptly, but no later than 90 

days from the effective date of termination, unless 

extended in writing by the Contracting Officer 

upon written request of the contractor within this 

90 day period. However, if the Contracting Officer 

determines that the facts justify it, a termination 

settlement proposal may be received and acted on 

after 90 days from the effective date of termination 

or any extension thereof. If the contractor fails to 

submit the proposal within the time allowed, the 
30 Contract Terms — GPO Publication 310.2

Contracting Officer may determine, on the basis of 

information available, the amount, if any, due the 

contractor because of the termination and shall pay 

the amount determined. 

(d) Subject to paragraph (c) above, the contractor and 

the Contracting Officer may agree upon the whole 

or any part of the amount to be paid because of the 

termination. The amount may include a reasonable 

allowance for profit on work done. However, the 

agreed amount, whether under this paragraph (d) 

or paragraph (e) below, exclusive of costs shown 

in subparagraph (e)(3) below, may not exceed the 

total contract price as reduced by 

(1) the amount of payments previously made, and 

(2) the contract price of work not terminated. The 

contract shall be modified and the contractor 

paid the agreed amount. Paragraph (e) below 

shall not limit, restrict, or affect the amount 

that may be agreed upon to be paid under this 

paragraph. 

(e) If the contractor and the Contracting Officer fail to 

agree on the whole amount to be paid because 

of the termination of work, the Contracting Officer 

shall pay the contractor the amounts determined 

by the Contracting Officer as follows, but without 

duplication of any amounts agreed on under 

paragraph (d) above: 

(1) The contract price for completed supplies or 

services accepted by the Government (or sold 

or acquired under subparagraph (b)(9) above) 

not previously paid for, adjusted for any savings 

of freight and other charges. 

(2) The total of— 

(i) The costs incurred in the performance of 

the work terminated, including initial costs 

and preparatory expenses allocable thereto, 

but excluding any costs attributable to 

supplies or services paid or to be paid under 

subparagraph (e)(1) above; 

(ii) The cost of settling and paying termination 

settlement proposals under terminated 

subcontracts that are properly chargeable to 

the terminated portion of the contract if not 

included in subdivision (i) above; and 

(iii) A sum, as profit on subdivision (i) above, 

determined by the Contracting Officer to be 

fair and reasonable; however, if it appears that 

the contractor would have sustained a loss 

on the entire contract had it been completed, 

the Contracting Officer shall allow no profit 

under this subdivision (iii) and shall reduce the 

settlement to reflect the indicated rate of loss. 

(3) The reasonable costs of settlement of the work 

terminated, including— 

(i) Accounting, legal, clerical, and other 

expenses reasonably necessary for the 

preparation of termination settlement proposals 

and supporting data; 

(ii) The termination and settlement of subcontracts (excluding the amounts of such 

settlement); and 

(iii) Storage, transportation, and other costs 

incurred, reasonably necessary for the 

preservation, protection, or disposition of the 

termination inventory. 

(f) Except for normal spoilage, and except to the 

extent that the Government expressly assumed the 

risk of loss, the Contracting Officer shall exclude 

from the amounts payable to the contractor under 

paragraph (e) above, 

(1) the fair value, as determined by the Contracting 

Officer, of property that is destroyed, lost, 

stolen, or damaged so as to become 

undeliverable to the Government or to a buyer; 

and 

(2) the value of property that does not conform to 

contract specifications. 

(g) The Contract Cost Principles and Procedures 

Instruction 305.9 shall govern all costs claimed, 

agreed to, or determined under this clause. 

(h) The contractor shall have the right of appeal under 

the Disputes clause from any determination made 

by the Contracting Officer under paragraph (c), (e), 

or (j), except that if the contractor failed to submit 

the termination settlement proposal or request 

for equitable adjustment within the time provided 

in paragraph (c) or (j), and failed to request a 

time extension, there is no right of appeal. If the 

Contracting Officer has made a determination of 

the amount due under paragraph (c), (e), or (j), the 

Government shall pay the contractor (1) the amount 

determined by the Contracting Officer if there is 

no right of appeal or if no timely appeal has been 

taken, or (2) the amount finally determined on an 

appeal. 
Contract Terms — GPO Publication 310.2 31

(i) In arriving at the amount due the contractor under 

this clause, there shall be deducted— 

(1) All unliquidated advance or other payments to 

the contractor under the terminated portion; 

(2) Any claim which the Government has against 

the contractor under this contract; and 

(3) The agreed price for, or the proceeds of sale 

of, materials, supplies, or other things acquired 

by the contractor or sold under the provisions 

of this clause and not recovered by or credited 

to the Government. 

(j) If the termination is partial, the contractor may 

file a proposal with the Contracting Officer for an 

equitable adjustment of the price(s) of the continued 

portion. The Contracting Officer shall make any 

equitable adjustment agreed upon. Any proposal 

by the contractor for an equitable adjustment under 

this clause shall be requested within 90 days from 

the effective date of termination unless extended in 

writing by the Contracting Officer. 

(k) (1) The Government may, under the terms and 

conditions it prescribes, make partial payments and 

payments against costs incurred by the contractor 

for the terminated portion, if the Contracting Officer 

believes the total of these payments will not exceed 

the amount to which the contractor will be entitled. 

(2) If the total payments exceed the amount finally 

determined to be due, the contractor shall 

repay the excess to the Government upon 

demand, together with interest computed at 

the rate established by the Secretary of the 

Treasury under 31 USC § 3717 (a)(1) Interest 

shall be computed for the period from the 

date the excess payment is received by the 

contractor to the date the excess is repaid. 

Interest shall not be charged on any excess 

payment due to a reduction in the contractor’s 

termination settlement proposal because of 

retention or other disposition of termination 

inventory until 10 days after the date of 

the retention or disposition, or a later date 

determined by the Contracting Officer because 

of the circumstances. 

(l) Unless otherwise provided or by statute, the 

contractor shall maintain all records and documents 

relating to the terminated portion for 3 years after 

final settlement. This includes all books and other 

evidence bearing on the contractor’s costs and 

expenses. The contractor shall make these records 

and documents available to the Government, at the 

contractor’s office, at all reasonable times, without 

any direct charge. If approved by the Contracting 

Officer, electronic reproductions may be maintained 

instead of original records and documents. 

20. Default. 

(a) (1) The Government may, subject to paragraphs 

(c) and (d) below, by written notice of default to the 

contractor, terminate the contract in whole or in 

part if the contractor fails to— 

(i) Deliver the supplies or to perform the 

services within the time specified or any 

extension thereof; 

(ii) Make progress, so as to endanger 

performance (but see subparagraph (a)(2) 

below); or 

(iii) Perform any of the other provisions. 

(2) The Government’s right to terminate under 

subdivision (1) (ii) and (iii) above, may be 

exercised if the contractor does not cure such 

failure within 10days (or such other period 

as the Contracting Officer may determine to 

be reasonable and authorize in writing) after 

receipt of the notice from the Contracting 

Officer specifying the failure. 

(b) If the Government terminates in whole or in part, 

it may acquire, under the terms and in the manner 

the Contracting Officer considers appropriate, 

supplies or services similar to those terminated, 

and the contractor will be liable to the Government 

for any excess costs for those supplies or services. 

However, the contractor shall continue the work not 

terminated. 

(c) Except for defaults of subcontractors at any tier, the 

contractor shall not be liable for any excess costs 

if the failure to perform arises from causes beyond 

the control and without the fault or negligence of 

the contractor. Examples of such causes include 

acts of God or of the public enemy, acts of the 

Government in either its sovereign or contractual 

capacity, fires, floods, epidemics, quarantine 

restrictions, strikes, freight embargoes, and 

unusually severe weather. In each instance, the 

failure to perform must be beyond the control and 

without the fault or negligence of the contractor. 
32 Contract Terms — GPO Publication 310.2

(d) If the failure to perform is caused by the default 

of a subcontractor at any tier, and if the cause 

of the default is beyond the control of both the 

contractor and subcontractor, and without the fault 

or negligence of either, the contractor shall not be 

liable for any excess costs for failure to perform 

unless the subcontracted supplies or services were 

obtainable from other sources in sufficient time 

for the contractor to meet the required delivery 

schedule. 

(e) If terminated for default, the Government may 

require the contractor to transfer title and deliver 

to the Government, as directed by the Contracting 

Officer, any completed articles and materials, 

that the contractor has specifically produced or 

acquired for the terminated portion. Upon direction 

of the Contracting Officer, the contractor shall also 

protect and preserve property in its possession in 

which the Government has an interest. 

(f) The Government shall pay the contract price for 

completed supplies delivered and accepted. The 

contractor and Contracting Officer shall agree 

on the amount of payment for any materials 

delivered and accepted and for the protection 

and preservation of the property. Failure to agree 

will be a dispute under the Disputes clause. The 

Government may withhold from these amounts 

any sum the Contracting Officer determines to be 

necessary to protect the Government against loss 

because of outstanding liens or claims of former 

lien holders. 

(g) If, after termination, it is determined that the 

contractor was not in default, or that the default 

was excusable, the rights and obligations of the 

parties shall be the same as if the termination 

had been issued for the convenience of the 

Government. 

(h) The rights and remedies of the Government in 

this clause are in addition to any other rights and 

remedies provided by law or under this contract. 

21. Actual Damages. 

Actual damages may be charged for contractor failure 

to ship/deliver or perform within the time specified, or 

any extension thereof or for loss or damage of GFP.

(a) When damages occur as the result of a contractor’s 

failure to provide services, materials, supplies, 

and equipment for which no extension of time 

is provided, the contractor is chargeable with all 

expenses caused the Government by reason of 

delay, as actual damages to the Government on 

account of such delays. 

(b) The contractor will be charged, as actual 

damages, for all expenses caused the Government 

occasioned by delivery of materials, supplies, and 

equipment not conforming to specifications.

(c) The contractor will be charged, as actual damages, 

for all expenses caused the Government, for lost or 

damaged Government furnished material. 

22. Liquidated Damages. 

Liquidated damages may be charged for contractor 

failure to ship/deliver or perform within the time 

specified, or any extension thereof, only if prescribed in 

the contract. 

(a) When such damages for delay are to be charged, 

the Government will assess, and deduct, not by 

way of penalty, liquidated damages at the rate 

specified. The damages will be computed on the 

basis of the number of workdays delayed from the 

date shipment/delivery was due to the actual date 

of shipment/delivery. 

(b) Should the contractor default on the specified 

shipping/delivery schedules, the contractor will be 

assessed liquidated damages against that part or 

parts of an order which have not been shipped/ 

delivered to the specified destination on the specified 

date. Liquidated damages will not be assessed if the 

contractor has shipped/delivered at least 90 percent 

of the quantity ordered for shipment to a specified 

destination on or before the scheduled date. 

(c) When prescribed, liquidated damages will apply 

to all shipments/deliveries except the following: 

materials furnished the contractor which are 

to be returned to the Government; sample 

copies or materials for file or storage purposes; 

and shipments marked either ‘‘File Copies’’ or 

‘‘Depository Copies’’ sent to the Government 

Publishing Office. However, payment of an order 

will be withheld until evidence of shipment/receipt 

of such material or copies is furnished. 

(d) Alternatively, GPO may terminate in whole or in 

part as provided in paragraph (a) of the Default 

clause, and in that event the contractor shall be 
Contract Terms — GPO Publication 310.2 33

liable, in addition to the excess costs provided in 

paragraph (b) thereof, for such liquidated damages 

accruing until such time as GPO may reasonably 

obtain shipment/delivery or performance of similar 

supplies or services. Such damages are in addition 

to any excess cost of reprocurement.

(e) The contractor shall not be liable for liquidated 

damages when the delay arises out of causes 

beyond the control and without the fault or 

negligence of the contractor, as defined in paragraph 

(c) of the Default clause. In such event, and subject 

to the Disputes clause, the Contracting Officer shall 

determine the facts and extent of the delay. 

23. Delay in Deliveries. 

Damages shall not be applied against the contractor 

for delays in shipment/delivery occasioned by 

unforeseeable causes beyond the control and without 

the fault or negligence of the contractor as detailed in 

paragraph (c) of the Default clause; provided, that the 

contractor shall, within 10 calendar days (by telephone 

and confirmed promptly in writing if the remaining 

production time is less than 10 days) from the beginning 

of such delay, notify the Contracting Officer in writing 

of the cause of the delay; provided further, that such 

notice to the Contracting Officer shall contain the 

justification for such delay. In the event that Government 

bills of lading are furnished and the contractor elects to 

make more shipments/deliveries than provided for by 

the specifications or the number of bills of lading which 

are furnished, the contractor will not be relieved of any 

damages for delays in shipment/delivery occasioned by 

its failure to request additional bills of lading which may 

be required or any increased cost of shipment/delivery. 

24. Payments on Purchase Order. 

(a) Payment will be made to the contractor upon 

submission of a properly completed invoice/

voucher, in accordance with GPO Publication 

300.3, Billing Instructions. Utilizing the GPO 

barcode coversheet program application is the 

fastest method of getting paid. Submit all invoices/

vouchers to the Comptroller via facsimile in 

accordance with the instructions listed at https://

www.gpo.gov or mail to FMCE, Office of Financial 

Management, U.S. Government Publishing Office, 

Washington, DC 20401. The following are required 

in support of the charges: 

(1) Any of the forms listed below, properly filled 

out, signed, and dated will be accepted as 

evidence of shipment: 

(i) Memorandum copy of Government bill of 

lading (Standard Form 1103a), signed and 

dated by the carrier on the date material 

is picked up. The date must be the actual 

pickup date. 

(ii) U.S. Postal Service certificates of mailings 

(see Domestic Mail Manual) or other form 

evidencing payment of postage which may 

be acceptable by the Contracting Officer, 

properly filled out, stamped, and initialed 

or signed by the postmaster or a Postal 

Service clerk. These forms must show the 

amount of postage paid, number of copies 

mailed, jacket number, and GPO purchase 

or print order numbers. 

(iii) Where shipments are prepaid, and 

reimbursement for such charges will be 

made to the contractor, the contractor must 

submit with its invoice/voucher U.S. Postal 

Service receipts evidencing payment of 

postage or a copy of the commercial carrier 

prepaid airway bill or freight bill. 

(iv) A properly executed GPO Form 712, 

‘‘Certificate of Conformance,’’ for 

ordered products which are mailed using 

Government-furnished postage and fees 

paid labels. 

(v) A copy of the contractor’s own delivery 

receipt when contractor-owned 

transportation is utilized. 

(vi) Small parcel carrier receipts in any form 

provided the correct GPO identifiers appear 

on the receipt. 

(2) The following forms, filled out, signed, and 

dated will be accepted as evidence of delivery: 

(i) A copy of the commercial carriers’ airway 

bill or freight bill. 

(ii) U.S. Postal Service receipts. 

(iii) A copy of contractor’s own delivery 

receipt signed by a representative of the 

Government. 

(iv) A valid receipt from a small package 

carrier signed by a representative of the 

Government. 
34 Contract Terms — GPO Publication 310.2

(3) Evidence of return of furnished property, 

excess stock, and other articles supplied by 

GPO shall be in the form of delivery receipts, 

signed by a representative of the Government. 

U.S. Postal Service receipts, Government bill 

of lading memorandum copies, or copies of 

commercial carrier airway bills or freight bills 

will be acceptable as proof of shipment. 

(4) One completed copy of the specified product 

(except classified documents) only when 

required by the contract. 

(5) A copy of the print order or purchase order as 

applicable. 

(b) The submission of a invoice/voucher to 

GPO is a certification by the contractor 

that the contractor has furnished the 

supplies or services called for in the 

contract in accordance with all applicable 

requirements, and that the supplies or 

services are of the quality specified and 

conform in all respects with the contract 

requirements, including specifications, 

drawings, preservation, packaging, 

packing, marking requirements, and 

physical item identification (part or form 

number), and are in the quantity shown on 

the attached acceptance document. 

(c) Payments tendered by GPO of any invoice 

submitted by the contractor, whether equal 

to or less than the amount invoiced, are 

tendered as final payment. Acceptance 

of payment of any amount so tendered 

shall operate as a bar to the assertion of 

any exceptions by the contractor to the 

amount paid by GPO unless the contractor 

notifies the Contracting Officer in writing 

within 60 calendar days of the date of 

such check. Such notice shall specify the 

exception taken to the sum tendered, and 

the reasons therefor.

(d) W-9 submission from contractor to GPO. 

Contractor is must submit and maintain 

current W-9 with GPO in order to receive 

payment. The updated W9 must be 

submitted within 3 workdays to GPO’s 

Bid Section via fax or e-mail. Additionally 

when GPO requests an updated W9 from 

a contractor and the contractor does not 

comply within 5 workdays of the request, 

GPO will withhold payments until received.

(e) Requests for prompt payment discounts 

submitted on the invoice/voucher after 

award (i.e. requests for payment sooner 

than 30 days after receipt of invoice/

voucher submitted by the contractor or 

sooner than the terms at time of award) will 

not be authorized without prior approval by 

the Contracting Officer.

25. Partial Payment. 

Partial payments may be made provided invoices/

vouchers are submitted in accordance with the clause 

‘‘Payments on Purchase Order,’’ and the amounts billed 

are properly supported by acceptable evidence of 

shipment or delivery. 

26. Payment for Accelerated Delivery. 

Reimbursement to the contractor for any additional 

costs incurred for accelerated delivery authorized by the 

Contracting Officer shall be paid upon approval by GPO 

of the actual net increase in manufacturing expense. A 

contract modification (GPO Form 913) will be issued by 

the Contracting Officer authorizing a maximum amount 

reimbursable to the contractor. However, if the actual 

expense incurred is less than the authorized maximum 

amount, GPO’s liability shall extend to that lesser 

amount only. In the determination of actual expenses 

incurred, the Contracting Officer may require the 

contractor to furnish labor or other records which will 

clearly substantiate the additional expense incurred. 

27. Federal, State, and Local Taxes. 

(a) Definition of terms used in this clause are— 

‘‘Contract date’’ means the date set for bid opening 

or, if it is a negotiated contract or a modification, 

the effective date of the contract or modification. 

‘‘All applicable federal, state, and local taxes and 

duties’’ means all taxes and duties, in effect on the 

contract date, that the taxing authority is imposing 

and collecting on the transactions or property 

covered by the contract. 

‘‘After imposed federal tax’’ means any new or 

increased federal excise tax or duty, or tax that was 

exempted or excluded on the contract date but 

whose exemption was later revoked or reduced 
Contract Terms — GPO Publication 310.2 35

during the contract period, on the transactions 

or property covered by the contract that the 

contractor is required to pay or bear as the result 

of legislative, judicial, or administrative action taking 

effect after the contract date. It does not include 

social security tax or other employment taxes. 

‘‘After-relieved federal tax’’ means any amount of 

federal excise tax or duty, except social security 

or other employment taxes, that would otherwise 

have been payable on the transactions or property 

covered by the contract, but which the contractor 

is not required to pay or bear, or for which the 

contractor obtains a refund or drawback, as the 

result of legislative, judicial, or administrative action 

taking effect after the contract date.

“Local taxes” includes taxes imposed by a 

possession or territory of the United States, 

Puerto Rico, or the Northern Mariana Islands, if 

the contract is performed wholly or partly in any of 

those areas.

(b) Unless otherwise provided in the contract, the 

contract price includes all applicable federal, state, 

and local taxes and duties. Taxes imposed under 

26 U.S.C. 5000C may not be (i) Included in the 

contract price; nor (ii) Reimbursed.

(c) The contract price shall be increased by the 

amount of any after-imposed federal tax, provided 

the contractor warrants in writing that no amount 

for such newly imposed federal excise tax or duty 

or rate increase was included in the contract price, 

as a contingency reserve or otherwise. 

(d) The contract price shall be decreased by the 

amount of any after-relieved federal tax. 

(e) The contract price shall be decreased by the 

amount of any federal excise tax or duty, except 

social security or other employment taxes, that the 

contractor is required to pay or bear, or does not 

obtain a refund of, through the contractor’s fault, 

negligence, or failure to follow instructions of the 

Contracting Officer. 

(f) No adjustment shall be made in the contract 

price under this clause unless the amount of the 

adjustment exceeds $250. 

(g) The contractor shall promptly notify the Contracting 

Officer of all matters relating to any federal excise 

tax or duty that reasonably may be expected to 

result in either an increase or decrease in the 

contract price and shall take appropriate action as 

the Contracting Officer directs. 

(h) The Government shall, without liability, furnish 

evidence appropriate to establish exemption from 

any federal, state, or local tax when the contractor 

requests such evidence and a reasonable basis 

exists to sustain the exemption. 

28. Payments made by GPO. 

(a) Method of payment. (1) Payments by the GPO 

under the contract shall be made by electronic funds 

transfer (EFT) except as provided in paragraph (a)(2) 

of this clause. As used in this clause, the term ‘‘EFT’’ 

refers to the funds transfer and may also include the 

payment information transfer. 

(2) In the event GPO is unable to release one or 

more payments by EFT, the contractor agrees 

to either – 

(i) Accept payment by check or some other 

mutually agreeable method of payment; or

(ii) Request GPO to extend the payment due 

date until such time as the Government makes 

payment by EFT (but see paragraph (d) of this 

clause).

(b) Submission of contractor’s EFT information. The 

Government shall make payment to the Contractor 

using the EFT information contained in the GPO 

Accounts Payable database. In the event that the 

EFT information changes, the Contractor shall be 

responsible for providing the updated information 

to the GPO. The contractor shall provide the EFT 

information on SF 3881, a copy of which can be 

obtained at https://www.gpo.gov.

(c) Mechanisms for EFT payment. GPO may make 

payment by EFT through either the Automated 

Clearing House (ACH) network, subject to the 

rules of the National Automated Clearing House 

Association, or the Fedwire Transfer System. The 

rules governing federal payments through the ACH 

are contained in 31 CFR Part 210. 

(d) Suspension of payment. (1) Notwithstanding the 

provisions of any other clause of the contract, 

the Government is not required to make any 

payment under the contract until after receipt, 

by the designated payment office, of the correct 

EFT payment information from the contractor in 
36 Contract Terms — GPO Publication 310.2

accordance with paragraph (b) of this clause. Until 

receipt of the correct EFT information, any invoice 

or contract financing request shall be deemed not 

to be a proper invoice for the purpose of Prompt 

Payment clause under the contract. 

(2) If the EFT information changes after submission 

of correct EFT information, the Government 

shall begin using the changed EFT information 

no later than 30 days after its receipt by the 

designated office to the extent payment is 

made by EFT. However, the contractor may 

request that no further payments be made until 

the updated EFT information is implemented by 

the payment office. If such suspension would 

result in a late payment under the Prompt 

Payment terms of the contract, the contractor’s 

request for suspension shall extend the due 

date for payment by the number of days of the 

suspension. 

(e) Liability for uncompleted or erroneous transfers.

(1) If an uncompleted or erroneous transfer occurs 

because the Government used the contractorprovided EFT information incorrectly, the 

Government remains responsible for— 

(i) Making a correct payment; 

(ii) Paying any prompt payment penalty due; and 

(iii) Recovering any erroneously directed funds. 

(2) If an uncompleted or erroneous transfer occurs 

because the contractor-provided EFT information 

was incorrect, or was revised within 30 days 

of Government release of the EFT payment 

transaction instruction to the Federal Reserve 

System, and— 

(i) If the funds are no longer under the control of 

the payment office, the Government is deemed 

to have made payment and the contractor is 

responsible for recovery of any erroneously 

directed funds; or 

(ii) If the funds remain under the control of the 

payment office, the Government shall not make 

payment and the provisions of paragraph (d) 

shall apply. 

(f) EFT and prompt payment. A payment shall be 

deemed to have been made in a timely manner 

in accordance with the Prompt Payment clause 

of the contract if, in the EFT payment transaction 

instruction released to the Federal Reserve System, 

the date specified for settlement of the payment 

is on or before the prompt payment due date, 

provided the specified payment date is a valid date 

under the rules of the Federal Reserve System. 

(g) EFT and assignment of claims. If the contractor 

assigns the proceeds of the contract as 

provided for in the Assignment of Claims clause 

of the contract, the contractor shall require as 

a condition of any such assignment, that the 

assignee shall register separately and provide 

the EFT information required by paragraph (b) of 

this clause to the designated office, and shall be 

paid by EFT in accordance with the terms of this 

clause. Notwithstanding any other requirement 

of this contract, payment to an ultimate recipient 

other than the Contractor, or a financial institution 

properly recognized under an assignment of claims, 

is not permitted. In all respects, the requirements 

of this clause shall apply to the assignee as 

if it were the contractor. EFT information that 

shows the ultimate recipient of the transfer to 

be other than the contractor, in the absence of 

a proper assignment of claims acceptable to the 

Government, is incorrect EFT information within the 

meaning of paragraph (d) of this clause. 

(h) Liability for change of EFT information by financial 

agent. The Government is not liable for errors 

resulting from changes to EFT information provided 

by the contractor’s financial agent.

(i) Payment information. The payment or 

disbursing office shall forward to the contractor 

available payment information that is suitable 

for transmission as of the date of release of the 

EFT instruction to the Federal Reserve System. 

The Government may request the contractor 

to designate a desired format and method(s) 

for delivery of payment information from a list 

of formats and methods the payment office is 

capable of executing. However, the Government 

does not guarantee that any particular format or 

method of delivery is available at any particular 

payment office and retains the latitude to use the 

format and delivery method most convenient to the 

Government. If the Government makes payment 

by check in accordance with paragraph (a) of this 

clause, the Government shall mail the payment 

information to the remittance address in the 

contract. 
Contract Terms — GPO Publication 310.2 37

(j) Contractor EFT arrangements. The contractor 

may supply this data for this or multiple contracts 

(see paragraph (b) of this clause). The contractor 

shall designate a single financial agent per contract 

capable of receiving and processing the EFT 

information using the EFT methods described in 

paragraph (c) of this clause.

29. Assignment of Claims. 

The contractor, under the Assignment of Claims 

Act, as amended (31 U.S.C. 3727, 41 U.S.C. 6305 

(hereinafter referred to as “the Act”), may assign its 

claims for monies due or to become due as a result 

of the performance of this contract to a bank, trust 

company, or other financing institution, including any 

federal lending agency. The assignee under such an 

assignment may thereafter further assign or reassign 

its right under the original assignment to any type 

of financing institution described in the preceding 

sentence.

The Act permits the assignment of funds due under a 

contract providing:

(a) The contract provides for payment aggregating 

$1,000 or more;

(b) The payments are assigned to a bank, trust 

company, or other financing institution, including 

any federal lending agency; and 

(c) The contract does not prohibit the assignment.

(d) Unless otherwise expressly permitted in the 

contract, the assignment –

(1) Covers all unpaid amounts payable under the 

contract;

(2) Is made only to one party, except that any 

assignment may be made to one party as 

agent or trustee for two or more parties 

participating in the financing of the contract; 

and,

(e) The contractor shall not furnish or disclose to 

any assignee under this contract any classified 

document (including the contract) or information 

related to work under this contract until the 

Contracting Officer authorizes such action in 

writing.

(f) Assignment of claims forms shall be furnished to 

the Contracting Officer who awarded the contract 

on behalf of the GPO.

30. Convict Labor. 

The contractor shall not employ in the performance 

of the contract any person undergoing a sentence of 

imprisonment which has been imposed by any court 

of a State, the District of Columbia, Puerto Rico, the 

U.S. Virgin Islands, Guam, American Samoa or the 

Northern Mariana Islands. This limitation, however, shall 

not prohibit the employment by the contractor in the 

performance of the contract of persons on parole or 

probation to work at paid employment during the term 

of their sentence or persons who have been pardoned 

or who have served their terms. Nor shall it prohibit the 

employment by the contractor in the performance of the 

contract of persons confined for violation of the laws of 

any of the States, the District of Columbia, Puerto Rico, 

the U.S. Virgin Islands, American Samoa, the Northern 

Mariana Islands who are authorized to work at paid 

employment in the community under the laws of such 

jurisdiction, if— 

(a) The worker is paid or is in an approved work 

training program on a voluntary basis; 

(b) Representatives of local union central bodies 

or similar labor union organizations have been 

consulted; 

(c) Such paid employment will not result in the 

displacement of employed workers, or be applied 

in skills, crafts, or trades in which there is a surplus 

of available gainful labor in the locality, or impair 

existing contracts for services; 

(d) The rates of pay and other conditions of 

employment will not be less than those paid or 

provided for work of a similar nature in the locality 

in which the work is being performed; and, 

(e) The Attorney General of the United States has 

certified that the work-release laws or regulations 

of the jurisdiction involved are in conformity with 

the requirements of Executive Order 11755, as 

amended by Executive Orders 12608 and 12943. 

31. Contract Work Hours and Safety 

 Standards Act—Overtime Compensation. 

The contract, to the extent that it is of a character 

specified in the Contract Work Hours and Safety 

Standards Act (40 U.S.C. 3702-3705), is subject to 

the following provisions and to all other applicable 

provisions and exceptions of such Act and the 

regulations of the Secretary of Labor thereunder. 
38 Contract Terms — GPO Publication 310.2

(a) Overtime requirements. No contractor or 

subcontractor employing laborers or mechanics 

shall require or permit them to work over 40 hours 

in any workweek unless they are paid at least one 

and one-half times the basic rate of pay for each 

hour worked over 40 hours. 

(b) Violation, liability for unpaid wages, and liquidated 

damages. The contractor and any subcontractor 

are liable for unpaid wages if they violate the 

terms in paragraph (a) of this clause. In addition, 

the contractor and subcontractor are liable for 

liquidated damages payable to the Government. The 

Contracting Officer will apply liquidated damages 

at the rate of $10 per affected employee for each 

calendar day on which the employer required or 

permitted the employee to work in excess of the 

standard workweek of 40 hours without paying 

overtime wages required by the provisions set forth 

in paragraph (a) of this clause. 

(c) Withholding for unpaid wages and liquidated 

damages. The Contracting Officer shall withhold 

from payments due under the contract sufficient 

funds required to satisfy any contractor or 

subcontractor liabilities for unpaid wages and 

liquidated damages as provided in the provisions 

set forth in paragraph (b) of this clause. If amounts 

withheld under the contract are insufficient to 

satisfy contractor or subcontractor liabilities, the 

Contracting Officer shall withhold payments from 

other federal or federally assisted contracts held 

by the same contractor that are subject to the 

Contract Work Hours and Safety Standards Act. 

(d) Payrolls and basic records.

(1) The contractor or subcontractor shall maintain 

payrolls and basic payroll records for all laborers 

and mechanics working on the contract during 

the contract and shall make them available for a 

period of 3 years after contract completion. The 

records shall contain the name and address of 

each employee, social security number, labor 

classifications, hourly rates of wages paid, 

daily and weekly number of hours worked, 

deductions made, and actual wages paid. 

(2) The contractor and its subcontractors shall 

allow authorized representatives of the 

Contracting Officer or the Department of 

Labor to inspect, copy, or transcribe records 

maintained under paragraph (d)(1) of this 

clause. The contractor or subcontractor shall 

also allow authorized representatives of the 

Contracting Officer or Department of Labor to 

interview employees during working hours. 

(e) Subcontracts. The contractor or subcontractor 

shall insert in any subcontracts exceeding 

$100,000 the provisions set forth in paragraphs 

(a) through (d) of this clause and also a clause 

requiring the subcontractors to include these 

provisions in any lower tier subcontracts. The prime 

contractor shall be responsible for compliance by 

any subcontractor or lower tier subcontractor with 

the provisions set forth in paragraphs (a) through (d) 

of this clause. 

32. Walsh-Healey Public Contracts Act. 

If the contract is for the manufacture or furnishing of 

materials, supplies, articles or equipment in an amount 

that exceeds or may exceed $15,000, and is otherwise 

subject to the Walsh-Healey Public Contracts Act, as 

amended (41 U.S.C. 6502-6511), the following terms 

and conditions apply: 

(a) All stipulations required by the Act and regulations 

issued by the Secretary of Labor (41 CFR 

Chapter 50) are incorporated by reference. These 

stipulations are subject to all applicable rulings and 

interpretations of the Secretary of Labor that are 

now, or may hereafter, be in effect. 

(b) All employees whose work relates to this contract 

shall be paid not less than the minimum wage 

prescribed by regulations issued by the Secretary 

of Labor (41 CFR 50–202.2). Learners, student 

learners, apprentices, and handicapped workers 

may be employed at less than the prescribed 

minimum wage (see 41 CFR 50–202.3) to the same 

extent that such employment is permitted under 

Section 14 of the Fair Labor Standards Act (41 

U.S.C. 6508). 

33. Equal Opportunity. 

(a) If, during any 12-month period (including the 12 

months preceding award), the contractor has been 

or is awarded nonexempt federal contracts and/

or subcontracts that have an aggregate value in 

excess of $10,000, the contractor shall comply with 

subparagraphs (b) (1) through (11) below. Upon 

request, the contractor shall provide information 

necessary to determine the applicability of this 

clause. 
Contract Terms — GPO Publication 310.2 39

(b) During performance, the contractor agrees as 

follows: 

(1) The contractor shall not discriminate against 

any employee or applicant for employment 

because of race, color, religion, sex, sexual 

orientation, gender identity or national origin. 

(2) The contractor shall take affirmative action to 

ensure that applicants are employed, and that 

employees are treated during employment, 

without regard to their race, color, religion, sex, 

sexual orientation, gender identity or national 

origin. This shall include, but not be limited to: 

(i) Employment, 

(ii) Upgrading, 

(iii) Demotion, 

(iv) Transfer, 

(v) Recruitment or recruitment advertising, 

(vi) Layoff or termination, 

(vii) Rates of pay or other forms of 

compensation, 

and 

(viii) Selection for training, including 

apprenticeship. 

(3) The contractor shall post in conspicuous 

places available to employees and applicants 

for employment the notices to be provided by 

the Contracting Officer that explain this clause. 

(4) The contractor shall, in all solicitations or 

advertisements for employees placed by 

or on behalf of the contractor, state that all 

qualified applicants will receive consideration 

for employment without regard to race, color, 

religion, sex, sexual orientation, gender identity 

or national origin. 

(5) (i) The Contractor shall not discharge or in any 

 other manner discriminate against any 

employee or applicant for employment 

because such employee or applicant has 

inquired about, discussed, or disclosed the 

compensation of the employee or applicant 

or another employee or applicant. This 

prohibition against discrimination does not 

apply to instances in which an employee who 

has access to the compensation information 

of other employees or applicants as a part 

of such employee’s essential job functions 

discloses the compensation of such other 

employees or applicants to individuals who 

do not otherwise have access to such 

information, unless such disclosure is in 

response to a formal complaint or charge, in 

furtherance of an investigation, proceeding, 

hearing, or action, including an investigation 

conducted by the employer, or is consistent 

with the Contractor’s legal duty to furnish 

information.

(ii) The Contractor shall disseminate the 

prohibition on discrimination in paragraph 

(c)(5)(i) of this clause, using language 

prescribed by the Director of the Office of 

Federal Contract Compliance Programs 

(OFCCP), to employees and applicants by—

(aa) Incorporation into existing employee 

manuals or handbooks; and

(bb) Electronic posting or by posting a copy 

of the provision in conspicuous places 

available to employees and applicants 

for employment. 

(6) The contractor shall send, to each labor union 

or representative of workers with which it has 

a collective-bargaining agreement or other 

contract or understanding, the notice to be 

provided by the Contracting Officer advising 

the labor union or workers’ representative 

of the contractor’s commitments under this 

clause, and post copies of the notice in 

conspicuous places available to employees 

and applicants for employment. 

(7) The contractor shall comply with Executive Order 

11246, as amended, and the rules, regulations, 

and orders of the Secretary of Labor. 

(8) The contractor shall furnish to GPO all 

information required by Executive Order 11246, 

as amended, and by the rules, regulations, 

and orders of the Secretary of Labor. The 

contractor shall also file Standard Form 100 

(EEO–1), or any successor form, as prescribed 

in 41 CFR Part 60-1. Unless the contractor 

has filed within the 12 months preceding the 

date of award, the contractor shall, within 30 

days after award, apply to either the regional 

Office of Federal Contract Compliance 

Programs (OFCCP) or the local office of the 

Equal Employment Opportunity Commission 

for the necessary forms. 
40 Contract Terms — GPO Publication 310.2

(9) The contractor shall permit access to its 

premises, during normal business hours, by the 

GPO or OFCCP for the purpose of conducting 

on-site compliance valuations and complaint 

investigations. The contractor shall permit the 

Government to inspect and copy any books, 

accounts and records (including computerized 

records), and other material that may be 

relevant to the matter under investigation and 

pertinent to compliance with Executive Order 

11246, as amended, and rules and regulations 

that implement the Executive Order. 

(10) If the GPO or OFCCP determines that the 

contractor is not in compliance with this clause 

or any rule, regulation, or order of the Secretary 

of Labor, the contract may be canceled, 

terminated, or suspended in whole or in part 

and the contractor may be declared ineligible 

for further Government contracts, under the 

procedures authorized in Executive Order 

11246, as amended. In addition, sanctions 

may be imposed and remedies invoked against 

the contractor as provided in Executive Order 

11246, as amended; in the rules, regulations, 

and orders of the Secretary of Labor, or as 

otherwise provided by law. 

(11) The contractor shall include the terms and 

conditions of subparagraph (b)(1) through 

(11) of this clause in every subcontract or 

purchase order that is not exempted by the 

rules, regulations, or orders of the Secretary of 

Labor issued under Executive Order 11246, as 

amended, so that these terms and conditions 

will be binding upon each subcontractor or 

vendor. 

(12) The contractor shall take such action with 

respect to any subcontract or purchase order as 

the Contracting Officer may direct as a means of 

enforcing these terms and conditions, including 

sanctions for noncompliance; provided, that 

if the contractor becomes involved in, or is 

threatened with, litigation with a subcontractor 

or vendor as a result of any direction, the 

contractor may request the United States to 

enter into the litigation to protect the interests of 

the United States. 

(c) Notwithstanding any other clause in the contract, 

disputes relative to this clause will be governed by 

the procedures in 41 CFR part 60–1.1. 

34. Nondiscrimination Because of Age. 

(a) During performance, the contractor and its 

subcontractors agrees it shall not, in connection 

with employment, advancement, or discharge of 

employees, or the terms, conditions, or privileges 

of their employment, discriminate against persons 

because of their age except upon the basis of a 

bona fide occupational qualification, retirement 

plan, or statutory requirement.

(b) The contractor agrees that it and its subcontractors 

it, or persons acting on their behalf, shall not 

specify in solicitations or advertisements for 

employees to work on Government contracts, 

a maximum age limit for employment unless the 

specified maximum age limit is based upon a bona 

fide occupational qualification, retirement plan, or 

statutory requirement. 

35. Equal Opportunity for Workers 

 With Disabilities. 

This clause applies to all nonexempt contracts and 

subcontracts over $15,000. 

(a) General.

(1) Regarding any position for which the employee 

or applicant for employment is qualified, 

the contractor shall not discriminate against 

any employee or applicant because of 

physical or mental disability. The contractor 

agrees to take affirmative action to employ, 

advance in employment, and otherwise treat 

qualified individuals with disabilities without 

discrimination based upon their physical or 

mental disability in all employment practices 

such as— 

(i) Recruitment, advertising, and job 

application procedures; 

(ii) Hiring, upgrading, promotion, award of 

tenure, demotion, transfer, layoff, 

termination, right of return from layoff, and 

rehiring; 

(iii) Rates of pay or any other form of 

compensation and changes in 

compensation; 

(iv) Job assignments, job classifications, 

organizational structures, position 

descriptions, lines of progression, and 

seniority lists; 
Contract Terms — GPO Publication 310.2 41

(v) Leaves of absence, sick leave, or any 

other leave; 

(vi) Fringe benefits available by virtue of 

employment, whether or not administered 

by the contractor; 

(vii) Selection and financial support for training, 

including apprenticeships, professional 

meetings, conferences, and other related 

activities, and selection for leaves of 

absence to pursue training; 

(viii) Activities sponsored by the contractor, 

including social or recreational programs; 

and 

(ix) Any other term, condition, or privilege of 

employment. 

(2) The contractor agrees to comply with the 

rules, regulations, and relevant orders of the 

Secretary of Labor (Secretary) issued under the 

Rehabilitation Act of 1973 (29 U.S.C. 793) (the 

Act), as amended. 

(b) Postings.

(1) The contractor agrees to post in conspicuous 

places, available to employees and applicants 

for employment, notices in a form to be 

prescribed by the Director, Office of Federal 

Contract Compliance Programs stating— 

(2) Such notices shall state the rights of applicants 

and employees as well as the contractor’s 

obligation under the law to take affirmative 

action to employ and advance in employment 

qualified employees and applicants with 

disabilities. The contractor must ensure that 

applicants or employees with disabilities are 

provided the notice in a form that is accessible 

and understandable to the individual applicant 

or employee (e.g., providing Braille or large 

print versions of the notice, or posting a copy 

of the notice at a lower height for easy viewing 

by a person using a wheelchair). With respect 

to employees who do not work at a physical 

location of the contractor, a contractor will 

satisfy its posting obligations by posting such 

notices in an electronic format, provided that 

the contractor provides computers, or access 

to computers, that can access the electronic 

posting to such employees, or the contractor 

has actual knowledge that such employees 

otherwise are able to access the electronically 

posted notices. Electronic notices for 

employees must be posted in a conspicuous 

location and format on the company’s intranet 

or sent by electronic mail to employees. 

An electronic posting must be used by the 

contractor to notify job applicants of their 

rights if the contractor utilizes an electronic 

application process. Such electronic applicant 

notice must be conspicuously stored with, or 

as part of, the electronic application. 

(3) The contractor shall notify each labor 

organization or representative of workers 

with which it has a collective bargaining 

agreement or other contract understanding, 

that the contractor is bound by the terms of 

Section 503 of the Act, as amended, and is 

committed to take affirmative action to employ, 

and advance in employment, and shall not 

discriminate against, individuals with physical 

or mental disabilities. 

(c) Noncompliance. In the event of the contractor’s 

noncompliance with the requirements of this 

clause, actions for noncompliance may be taken in 

accordance with the rules, regulations, and relevant 

orders of the Secretary of Labor issued pursuant to 

the act.. 

(d) Subcontracts. The contractor shall include the 

terms of this clause in every subcontract or 

purchase order in excess of $15,000 unless 

exempted by rules, regulations, or orders of the 

Secretary. The contractor shall act as specified 

by the Deputy Assistant Secretary to enforce the 

terms, including action for noncompliance. 

36. Equal Opportunity for Veterans. 

This clause is applicable if the contract is for $100,000 

or more.

(a) Definitions. As used in this clause— 

‘‘All employment openings’’ means all positions 

except executive and senior management, 

those positions that will be filled from within the 

contractor’s organization, and positions lasting 

3 days or less. This term includes full-time 

employment, temporary employment of more than 

3 days duration, and part-time employment. 
42 Contract Terms — GPO Publication 310.2

‘‘Armed Forces service medal veteran” means 

any veteran who, while serving on active duty 

in the U.S. military, ground, naval, or air service, 

participated in a United States military operation 

for which an Armed Forces service medal was 

awarded pursuant to Executive Order 12985 (61 FR 

1209).

“Disabled veteran” means-

(1) A veteran of the U.S. military, ground, naval, 

or air service, who is entitled to compensation 

(or who but for the receipt of military retired 

pay would be entitled to compensation) under 

laws administered by the Secretary of Veterans 

Affairs; or

(2) A person who was discharged or released from 

active duty because of a service-connected 

disability. 

“Executive and senior management” means— 

(1) Any employee—

(i) Compensated on a salary basis at a rate 

of not less than $455 per week (or $380 

per week, if employed in American Samoa 

by employers other than the Federal 

Government),exclusive of board, lodging or 

other facilities;

(ii) Whose primary duty consists of the 

management of the enterprise in which the 

individual is employed or of a customarily 

recognized department or subdivision 

thereof;

(iii) Who customarily and regularly directs the 

work of two or more other employees; and

(iv) Who has the authority to hire or fire other 

employees or whose suggestions and 

recommendations as to the hiring or firing 

and as to the advancement and promotion 

or any other change of status of other 

employees will be given particular weight; or

(2) Any employee who owns at least a bona fide 

20–percent equity interest in the enterprise in 

which the employee is employed, regardless 

of whether the business is a corporate or 

other type of organization, and who is actively 

engaged in its management.

“Other protected veteran” means a veteran who served 

on active duty in the U.S. military, ground, naval, or air 

service, during a war or in a campaign or expedition for 

which a campaign badge has been authorized under 

the laws administered by the Department of Defense.

‘‘Positions that will be filled from within the contractor’s 

organization’’ means employment openings for which 

no consideration will be given to persons outside 

the contractor’s organization (including any affiliates, 

subsidiaries, and parent companies) and includes 

any openings that the contractor proposes to fill from 

regularly established ‘‘recall’’ lists. The exception 

does not apply to a particular opening once an 

employer decides to consider applicants outside of its 

organization. 

“Qualified disabled veteran” means a disabled veteran 

who has the ability to perform the essential functions of 

the employment positions with or without reasonable 

accommodation.

“Recently separated veteran” means any veteran during 

the three-year period beginning on the date of such 

veteran’s discharge or release from active duty in the 

U.S. military, ground, naval or air service.

(b) General. 

(1) The Contractor shall abide by the requirements 

of the equal opportunity clause at 41 CFR 60-

300.5(a), as of March 24, 2014, as amended. 

The contractor shall not discriminate against 

any employee or applicant for employment 

because the individual is a disabled veteran, 

recently separated veteran, other protected 

veterans, or Armed Forces service medal 

veteran, regarding any position for which the 

employee or applicant for employment is 

qualified. The contractor shall take affirmative 

action to employ, advance in employment, 

and otherwise treat qualified individuals, 

including qualified disabled veterans, without 

discrimation based upon their status as a 

disabled veteran, recently separated veteran, 

Armed Forces service medal veteran, and other 

protected veteran in all employment practices 

including the following:

(i) Recruitment, advertising, and job 

application procedures; 

(ii) Hiring, upgrading, promotion, award 

of tenure, demotion, transfer, layoff, 

termination, right of return from layoff and 

rehiring. 
Contract Terms — GPO Publication 310.2 43

(iii) Rate of pay or any other form of 

compensation and changes in 

compensation. 

(iv) Job assignments, job classifications, 

organizational structures, position 

descriptions, lines of progression, and 

seniority lists. 

(v) Leaves of absence, sick leave, or any other 

leave.

(vi) Fringe benefits available by virtue of 

employment, whether or not administered 

by the contractor.

(vii) Selection and financial support for training, 

including apprenticeship and on-the-job 

training under 38 U.S.C. 3687, professional 

meetings, conferences and other related 

activities, and selection for leaves of 

absence to pursue training.

(viii) Activities sponsored by the contractor 

 including social and recreational programs.

(ix) Any other term, condition, or privilege of 

 employment.

(2) The contractor shall comply with the rules, 

regulations, and relevant orders of the 

Secretary of Labor issued under the Vietnam 

Era Veterans’ Readjustment Assistance Act of 

1972 (the Act), as amended (38 U.S.C. 4211 

and 4212).

(3) The Department of Labor’s regulations require 

contractors with 50 or more employees and 

a contract of $100,000 or more to have an 

affirmative action program for veterans. See 41 

CFR Part 60-300, Subpart C. 

(c) Listing openings.

(1) The contractor shall immediately list all 

employment openings existing at contract 

award or occurring during contract 

performance, at an appropriate office of the 

State employment service system in the locality 

where the opening occurs. These openings 

include those occurring at any contractor 

facility, including one not connected with 

performing the contract. An independent 

corporate affiliate is exempt from this 

requirement.

(2) The contractor shall make the listing of 

employment openings with the appropriate 

employment service delivery system at least 

concurrently with using any other recruitment 

source or effort and shall involve the normal 

obligations of placing a bona fide job order, 

including accepting referrals of veterans 

and nonveterans. This listing of employment 

openings does not require hiring any particular 

job applicant or hiring from any particular 

group of job applicants and is not intended to 

relieve the contractor from any requirements 

of Executive Orders or regulations concerning 

nondiscrimination in employment. 

(3) Whenever the contractor becomes 

contractually bound to the listing terms 

of this clause, it shall advise the State 

workforce agency, in each State where it has 

establishments, of the name and location 

of each hiring location in the State. As long 

as the contractor is contractually bound to 

these terms and has so advised the State 

agency, it need not advise the State agency 

of subsequent contracts. The contractor may 

advise the State agency when it is no longer 

bound by this contract clause. 

(d) Applicability. This clause does not apply to the 

listing of employment openings that occur and 

are filled outside the United States, the District 

of Columbia, Puerto Rico, the Northern Mariana 

Islands, American Samoa, Guam and the U.S.Virgin 

Islands. 

(e) Postings. 

(1) The Contractor shall post employment notices 

in conspicuous places that are available to 

employees and applicants for employment.

(2) The employment notices shall— 

(i) State the rights of applicants and employees 

as well as the contractor’s obligation under 

the law to take affirmative action to employ 

and advance in employment qualified 

employees and applicants who are disabled 

veterans, recently separated veterans, 

Armed Forces service medal veterans, and 

other protected veterans; and 

(ii) Be in a form prescribed by the Director, 

Office of Federal Contract Compliance 

Programs, and provided by or through the 

Contracting Officer. 
44 Contract Terms — GPO Publication 310.2

(3) The contractor shall ensure that applicants 

or employees who are disabled veterans are 

informed of the contents of the notice (e.g., 

the contractor may have the notice read to 

a visually disabled veteran, or may lower the 

posted notice so that it can be read by a 

person in a wheelchair). 

(4) The contractor shall notify each labor union 

or representative of workers with which it has 

a collective-bargaining agreement, or other 

contract understanding, that the contractor 

is bound by the terms of the Act, and is 

committed to take affirmative action to employ, 

and advance in employment, qualified disabled 

veterans, recently separated veterans, other 

protected veterans, and Armed Forces service 

medal veterans. 

(f) Noncompliance. If the contractor does not 

comply with the requirements of this clause, the 

Government may take appropriate actions under 

the rules, regulations, and relevant orders of the 

Secretary of Labor issued pursuant to the Act. 

(Include penalties?)

(g) Subcontracts. The contractor shall include 

the terms of this clause in every subcontract 

or purchase order of $100,000 or more unless 

exempted by rules, regulations, or orders of the 

Secretary of Labor. The contractor shall act as 

specified by the Director, Office of Federal Contract 

Compliance Programs, to enforce the terms, 

including action for noncompliance. 

37. Buy American Act. 

The Buy American Act (41 U.S.C. §§ 8301-8304, as 

amended) establishes as a policy of the Government 

that manufactured materials, supplies, or articles 

acquired for public use shall be substantially constituted 

from domestically mined or manufactured articles or 

supplies. 

(a) Definitions. ‘‘Component’’ means an article, 

material or supply incorporated directly into an end 

product or into another component.

“End product” means an article, material, or supply 

to be acquired for public use under the contract. 

‘‘Domestic end product,’’ means: 

(1) An unmanufactured end product mined or 

produced in the United States, or 

(2) An end product manufactured in the United 

States if the cost of its components mined, 

produced, or manufactured in the United 

States exceed 50 percent of the cost of all its 

components. The cost of components shall include 

transportation costs to the place of incorporation 

into the end product and shall include duty in the 

case of components of foreign origin.

“United States” means the 50 States, the District of 

Columbia, Guam, Puerto Rico, American Samoa, 

The U.S. Virgin Islands and the Northern Mariana 

Islands. 

‘‘Foreign end product” means an end product other 

than a domestic end product.

“Domestic bid” or “domestic offer” mean either 

a bid or an offer for a domestic end product, 

including transportation to destination. 

‘‘Foreign bid” or “foreign offer,’’ mean either a bid 

or an offer other than a domestic bid or domestic 

offer, including transportation to destination and 

duty. 

(b) The contractor shall deliver only domestic end 

products, except those— 

(1) End products which are for use outside the 

United States; 

(2) End products for which the Director of the 

U.S. Government Publishing Office makes a 

determination that domestic preference would 

be inconsistent with the public interest; 

(3) End products for which the Contracting 

Officer makes a determination that the cost 

of the domestic end products would be 

unreasonable.

(4) End products which the Government 

determines on behalf of the entire Government 

are not mined, produced, or manufactured in 

the United States in sufficient and reasonably 

available commercial quantities and of a 

satisfactory quality.

(5) End products for which there is a determination 

stating that the domestic preference is 

inconsistent with the public interest, or for 

which there is a determination stating that the 

cost to the Government is unreasonable. 

(c) In making such determination, bids and proposals 

shall be evaluated so as to give preference to 

domestic bids as follows:
Contract Terms — GPO Publication 310.2 45

(1) Each foreign bid shall be adjusted for purposes 

of evaluation by adding to the foreign bid 

(inclusive of duty) a factor of 6 percent of that 

bid, except that a 12 percent factor shall be 

used if the firm submitting the low acceptable 

domestic bid is a small business concern.

(2) If an award for more than $100,000 would be 

made to a domestic concern if the 12 percent 

factor is applied, but would not be made if the 

6 percent factor is applied, the Government 

will determine whether the award to the small 

business concern would involve unreasonable 

cost or inconsistency with the public interest.

(3) If the evaluation procedure results in a tie 

between a foreign bid and a domestic bid, 

award shall be made to the domestic bid. 

38. Advertising of Award Prohibited. 

It shall be strictly understood and agreed that all 

contracts will be treated confidentially in every respect 

and that the contractor shall refrain from the use of its 

imprint, label, and any other publicity or advertising 

concerning the furnishing of products or services to the 

Government. 

39. Maintenance of Records on 

 Recovered Materials in Paper Products. 

The contractor shall maintain manufacturer/mill 

accounting and record summaries on the fiber weight 

content used as feedstock, for purposes of Government 

audit, that will verify (a) the contractor’s certification of 

the minimum percentage of recovered materials used 

in performance of the contract, (b) that the paper and 

paper products are in compliance with the specification 

requirements, and (c) the paper is manufactured in 

accordance with the Environmental Protection Agency 

Paper Products Recovered Materials Advisory Notice II 

(63 FR 31214, June 08, 1998) whether the products are 

manufactured by the contractor or another paper mill. 

The contractor, if not the manufacturer, shall obtain this 

information from the paper manufacturer. The contractor 

shall maintain, and make available to the Government, 

these documents for one year after the expiration of 

the contract. Nothing in this clause shall excuse the 

contractor from furnishing the specified paper. 

40. Examination of Records. 

(a) This clause applies if the contract exceeds the GPO 

small purchase threshold and was entered into by 

negotiation. 

(b) The GPO Office of Inspector General or Comptroller 

General of the United States (or a duly authorized 

representative from the Government Accountability 

Office) shall, until 3 years after final payment, have 

access to and the right to examine any of the 

contractor’s directly pertinent books, documents, 

papers, or other records involving transactions 

related to the contract. 

(c) The contractor agrees to include in first-tier 

subcontracts, a clause to the effect that the 

GPO Office of Inspector General or Comptroller 

General (or a duly authorized representative from 

the Government Accountability Office) shall, until 

3 years after final payment under the subcontract, 

have access to and the right to examine any of the 

subcontractor’s directly pertinent books, documents, 

papers, or other records involving transactions 

related to the subcontract. ‘‘Subcontract,’’ as 

used in this clause, excludes (1) purchase orders 

not exceeding $100,000, and (2) subcontracts or 

purchase orders for public utility services at rates 

established to apply uniformly to the public, plus any 

applicable reasonable connection charge. 

(d) The period of access and examination in 

paragraphs (b) and (c) above for records relating to 

(1) appeals under the Disputes clause, 

(2) litigation or settlement of claims arising from 

the performance, or 

(3) costs and expenses to which the Inspector 

General or Comptroller General (or a duly 

authorized representative from the Government 

Accountability Office) has taken exception shall 

continue until such appeals, litigation, claims, 

or exceptions are disposed of. 

41. Audit and Records—Sealed Bidding. 

This clause is effective when the contract amount 

exceeds $100,000: 

(a) As used in this clause, ‘‘records’’ includes books, 

documents, accounting procedures and practices, 

and other data, regardless of type and regardless of 

whether such items are in written form, in the form 

of computer data, or in any other form. 
46 Contract Terms — GPO Publication 310.2

(b) Cost or pricing data. If the contractor has 

submitted cost or pricing data in connection with 

the pricing of any modification to the contract, the 

Contracting Officer or an authorized representative 

of the Contracting Officer, in order to evaluate the 

accuracy, completeness, and currency of the cost 

or pricing data, shall have the right to examine 

and audit all of the contractor’s records, including 

computations and projections, related to— 

(1) The proposal for the modification; 

(2) The discussions conducted on the proposal(s), 

including those related to negotiating; 

(3) Pricing of the modification; or 

(4) Performance of the modification. 

(c) Comptroller General/GPO Inspector General. In 

the case of pricing any modification, the GPO Office 

of Inspector General or Comptroller General of the 

United States, or authorized representatives, shall 

have the same rights as specified in paragraph (b) 

of this clause and also the right to interview any 

current employee regarding such transactions. 

(d) Availability. The contractor shall make available 

at its office at all reasonable times the materials 

described in paragraph (b) of this clause, for 

examination, audit, or reproduction, until 3 years 

after final payment under the contract: 

(1) If the contract is completely or partially 

terminated, the records relating to the work 

terminated shall be made available for 3 years 

after any resulting final termination settlement. 

(2) Records pertaining to appeals under the 

Disputes clause or to litigation or the settlement 

of claims arising under the performance of the 

contract shall be made available until disposition 

of such appeals, litigation, or claims. 

(e) The contractor shall insert a clause containing 

all the provisions of this clause, including this 

paragraph (e), in all subcontracts expected to 

exceed $100,000 for submission of cost or pricing 

data, altering the clause only as necessary to 

identify properly the contracting parties and the 

GPO under the Government prime contract. 

42. Price Reduction for Defective Certified Cost 

 or Pricing Data—Modifications—Sealed 

 Bidding. 

(a) This clause shall become operative only for any 

modification to the contract involving aggregate 

increases and/or decreases in costs, plus 

applicable profits, expected to exceed $100,000 

except that this clause does not apply to a 

modification for which the price is— 

(1) Based on adequate price competition; 

(2) Based on established catalog or market 

prices of commercial items sold in substantial 

quantities to the general public; or 

(3) Set by law or regulation. 

(b) If any price, including profit, negotiated in 

connection with any modification under this clause, 

was increased by any significant amount because 

(1) the contractor or a subcontractor furnished 

certified cost or pricing data that were not 

complete, accurate, and current as certified in 

its Certificate of Current Cost or Pricing Data, 

(2) a subcontractor or prospective subcontractor 

furnished the contractor certified cost or 

pricing data that were not complete, accurate, 

and current as certified in the contractor’s 

Certificate of Current Cost or Pricing Data, or 

(3) any of these parties furnished data of any 

description that were not accurate, the price 

shall be reduced accordingly and the contract 

shall be modified to reflect the reduction. 

This right to a price reduction is limited to 

that resulting from defects in data relating to 

modifications for which this clause becomes 

operative under Paragraph (a) of this clause. 

(c) Any reduction in the contract price under 

paragraph (b) of this clause due to defective data 

from a prospective subcontractor that was not 

subsequently awarded the subcontract shall be 

limited to the amount, plus applicable overhead and 

profit markup, by which 

(1) the actual subcontract or 

(2) the actual cost to the contractor, if there was 

no subcontract, was less than the prospective 

sub-contract cost estimate submitted by 

the contractor; provided, that the actual 

subcontract price was not itself affected by 

defective cost or pricing data. 

(d) (1) If the Contracting Officer determines under 

paragraph (b) of this clause that a price or cost 

reduction should be made, the contractor agrees 

not to raise the following matters as a defense: 
Contract Terms — GPO Publication 310.2 47

(i) The contractor or subcontractor was a sole 

source supplier or otherwise was in a superior 

bargaining position and thus the price of the 

contract would not have been modified even if 

accurate, complete, and current cost or pricing 

data had been submitted. 

(ii) The Contracting Officer should have known 

that the cost or pricing data in issue were 

defective even though the contractor or 

subcontractor took no affirmative action to 

bring the character of the data to the attention 

of the Contracting Officer. 

(iii) The contract was based on an agreement 

about the total cost of the contract and there 

was no agreement about the cost of each item 

procured under the contract. 

(iv) The contractor or subcontractor did not submit 

a certificate of current cost or pricing data. 

(2) (i) Except as prohibited by subparagraph (d)

(2)(ii) of this clause, an offset in an amount 

determined appropriate by the Contracting 

Officer based upon the facts shall be allowed 

against the amount of a contract price 

reduction if— 

(aa) The contractor certifies to the Contracting 

Officer that, to the best of the contractor’s 

knowledge and belief, the contractor 

is entitled to the offset in the amount 

requested; and 

(bb) The contractor proves that the cost or 

pricing data were available before the 

date of agreement on the price of the 

contract (or price of the modification) and 

that the data were not submitted before 

such date. 

(ii) An offset shall not be allowed if— 

(aa) The understated data was known by the 

contractor to be understated when the 

certificate of current cost or pricing data 

was signed; or 

(bb) The Government proves that the facts 

demonstrate that the contract price 

would not have increased in the amount 

to be offset even if the available data 

had been submitted before the date of 

agreement on price. 

(e) If any reduction in the contract price under this 

clause reduces the price of items for which 

payment was made prior to the modification 

reflecting the price reduction, the contractor shall 

be liable to and shall pay the United States at the 

time such overpayment is repaid— 

(1) Simple interest on the amount of such 

overpayment to be computed from the date(s) 

of overpayment to the contractor to the date 

the Government is repaid by the contractor at 

the applicable underpayment rate effective for 

each quarter prescribed by the Secretary of the 

Treasury under 26 U.S.C. 6621(a)(2); and 

(2) A penalty equal to the amount of the overpayment, if the contractor or subcontractor 

knowingly submitted cost or pricing data which 

were incomplete, inaccurate, or noncurrent. 

43. Audit and Records — Negotiation. 

As used in this clause, records includes books, 

documents, accounting procedures and practices, and 

other data, regardless of type and regardless of whether 

such items are in written form, in the form of electronic 

data, or in any other form.

(a) Examination of costs. If the contract is a costreimbursement, incentive, time-and-materials, 

labor-hour, or price-redeterminable contract, or 

any combination of these, the contractor shall 

maintain—and the Contracting Officer, or an 

authorized representative of the Contracting Officer 

who is an employee of the Government, shall 

have the right to examine and audit all records 

and other evidence sufficient to reflect properly all 

costs claimed to have been incurred or anticipated 

to be incurred directly or indirectly in performing 

the contract. This right of examination shall 

include inspection at all reasonable times of the 

contractor’s plants, or parts of them, engaged in 

performing the contract. 

(b) Certified cost or pricing data. If, pursuant to law, 

the contractor has been required to submit certified 

cost or pricing data in connection with pricing the 

contract or any modification to the contract, the 

Contracting Officer, or an authorized representative 

of the Contracting Officer who is an employee of 

the Government, in order to evaluate the accuracy, 

completeness, and currency of the certified cost 

or pricing data, shall have the right to examine and 
48 Contract Terms — GPO Publication 310.2

audit all books, records, documents, and other 

data of the contractor (including computations 

and projections) related to negotiating, pricing, 

or performing the contract or modification. The 

right of examination shall extend to all documents 

necessary to permit adequate evaluation of the 

cost of pricing data submitted, along with the 

computations and projections used. 

 (c) Reports. If the contractor is required to furnish 

cost, funding, or performance reports, the 

Contracting Officer, or an authorized representative 

of the Contracting Officer who is an employee of 

the Government, shall have the right to examine 

and audit books, records, other documents, and 

supporting materials, for the purpose of evaluating 

(1) the effectiveness of the contractor’s policies and 

procedures to produce data compatible with the 

objectives of these reports and (2) the data reported. 

(d) Availability. The contractor shall make available 

at its office at all reasonable times the materials 

described in paragraphs (a), (b), and (c) above, for 

examination, audit, or reproduction, until 3 years 

after final payment under the contract. In addition - 

(1) If the contract is completely or partially 

terminated, the records relating to the work 

terminated shall be made available for 3 years 

after any resulting final termination settlement; 

and 

(2) Records relating to appeals under the Disputes 

clause or to litigation of the settlement of 

claims arising under the contract shall be made 

available until such appeals, litigation, or claims 

are resolved with finality. 

(e) The contractor shall insert a clause containing all 

the terms of this clause, including this paragraph 

(e), in all subcontracts over $100,000 under the 

contract, altering the clause only as necessary to 

identify properly the contracting parties and the 

Contracting Officer under the Government prime 

contract. 

44. Gratuities. 

(a) The right of the contractor to proceed may be 

terminated by written notice if, after notice and 

hearing, the Director of the U.S. Government 

Publishing Office or a designee determines that the 

contractor, its agent, or another representative— 

(1) Offered or gave a gratuity (e.g., an 

entertainment or gift) to an officer, official, or 

employee of the Government; and 

(2) Intended, by the gratuity, to obtain a contract 

or favorable treatment under a contract. 

(b) The facts supporting this determination may be 

reviewed by any court having lawful jurisdiction. 

(c) If the contract is terminated under paragraph (a) 

above, the Government is entitled— 

(1) To pursue the same remedies as in a breach of 

the contract; and 

(2) In addition to any other damages provided by 

law, to exemplary damages of not less than 

3 nor more than 10 times the cost incurred 

by the contractor in giving gratuities to the 

person concerned, as determined by the 

Director of the U.S. Government Publishing 

Office or a designee. (This subparagraph (c)(2) 

is applicable only if the contract uses money 

appropriated to the Department of Defense.) 

(d) The rights and remedies of the Government 

provided in this clause shall not be exclusive and 

are in addition to any other rights and remedies 

provided by law or under the contract. 

45. Covenant Against Contingent Fees. 

(a) The contractor warrants that no person or agency 

has been employed or retained to solicit or obtain 

the contract upon an agreement or understanding 

for a contingent fee, except a bona fide employee 

or agency. For breach or violation of this warranty, 

the Government shall have the right to annul the 

contract without liability or, in its discretion, to 

deduct from the contract price or consideration, or 

otherwise recover, the full amount of the contingent 

fee. 

(b) “Bona fide agency,” as used in this clause, means 

an established commercial or selling agency, 

maintained by a contractor for the purpose of 

securing business, that neither exerts nor proposes 

to exert improper influence to solicit or obtain 

Government contracts nor holds itself out as 

being able to obtain any Government contract or 

contracts through improper influence.

“Bona fide employee,” as used in this clause, 

means a person, employed by a contractor and 

subject to the contractor’s supervision and control 

as to time, place, and manner of performance, 
Contract Terms — GPO Publication 310.2 49

who neither exerts nor proposes to exert 

improper influence to solicit or obtain Government 

contracts nor holds out as being able to obtain 

any Government contract or contracts through 

improper influence.

‘‘Contingent fee,’’ as used in this clause, means any 

commission, percentage, brokerage, or other fee 

that is contingent upon the success that a person 

or concern has in securing a Government contract.

“Improper influence,” as used in this clause, 

means any influence that induces or tends to 

induce a Government employee or officer to give 

consideration or to act regarding a Government 

contract on any basis other than the merits of the 

matter.

46. Contract Cost Principles and Procedures. 

When required, contracts shall be subject to GPO 

Instruction 305.9, Contract Cost Principles and 

Procedures, dated May 25, 1999. 

47. Joint Ventures. 

The Government will recognize the integrity and validity 

of contractor team arrangements for contracts valued in 

excess of $100,000. Agreements shall be in writing and 

signed by all parties to the joint venture and contain the 

following before acceptance by the Government: 

(a) The written agreement between the parties shall 

reserve to the Government the right to enforce the 

terms of the contract both jointly and severably 

against the coventurers. 

(b) The agreement must contain a statement from the 

attorney for each venturer that the joint venture is 

within the corporate power of each venturer. 

(c) One party to the joint venture must have total 

control of all phases of contract performance. 

Control must include delegated authority to fix the 

responsibilities of the coventures. 

(d) One party to the joint venture must perform 

the contract primary production function. All 

other parties must perform at least one of the 

remaining production functions as described in the 

solicitation. 

(e) Invoices for all phases of contract performance 

must be submitted by only one party to the joint 

venture. All payments will be made in the name of 

the joint venture. 

(f) The agreement should identify each venturer’s 

contribution toward contract completion such as 

materials, personnel, and expenses. 

(g) The joint venture agreement must be limited solely 

to the objective of the contract. 

(h) A copy of the executed agreement must be 

submitted with the proposal or bid. 

48. Protest After Award. 

(a) Upon receipt of a notice of protest (as defined 

in section 3 of GPO Instruction 305.7) or a 

determination that a protest is likely (see section 

4(d) of GPO Instruction 305.7), the Contracting 

Officer may, by written order to the contractor, 

direct the contractor to stop performance of the 

work called for by the contract. The order shall be 

specifically identified as a stop-work order issued 

under this clause. Upon receipt of the order, the 

contractor shall immediately comply with its terms 

and take all reasonable steps to minimize the 

incurrence of costs allocable to the work covered 

by the order during the period of work stoppage. 

Upon receipt of the final decision in the protest, the 

Contracting Officer shall either— 

(1) Cancel the stop-work order; or 

(2) Terminate the work covered by the order as 

provided in the Default, or the Termination for 

Convenience of the Government, clause of the 

contract. 

(b) If a stop-work order issued under this clause is 

canceled either before or after a final decision in 

the protest, the contractor shall resume work. 

The Contracting Officer shall make an equitable 

adjustment in the delivery schedule or contract 

price, or both, and the contract shall be modified, 

in writing, accordingly, if— 

(1) The stop-work order results in an increase in 

the time required for, or in the contractor’s cost 

properly allocable to, the performance of any 

part of the contract; and 

(2) The contractor asserts its right to an 

adjustment within 30 days after the end of the 

period of work stoppage; provided that, if the 

Contracting Officer decides the facts justify the 

action, the Contracting Officer may receive and 

act upon a proposal at any time before final 

payment under the contract. 
50 Contract Terms — GPO Publication 310.2

(c) If a stop-work order is not canceled and the 

work covered by the order is terminated for the 

convenience of the Government, the Contracting 

Officer shall allow reasonable costs resulting from 

the stop-work order in arriving at the termination 

settlement. 

(d) If a stop-work order is not canceled and the work 

covered by the order is terminated for default, 

the Contracting Officer shall allow, by equitable 

adjustment or otherwise, reasonable costs resulting 

from the stop-work order. 

(e) The Government’s rights to terminate the contract 

at any time are not affected by action taken under 

this clause. 

(f) If, as a result of the contractor’s intentional 

misstatement, misrepresentation, or 

miscertification, a protest related to the contract 

is sustained and the Government pays costs, as 

provided in 4(c)(2) or 6(h)(1) of GPO Instruction 

305.7, the Government may require the contractor 

to reimburse the Government the amount of such 

costs. In addition to any other remedy available, the 

Government may collect this debt by offsetting the 

amount against any payment due the contractor 

under any contract between the contractor and the 

Government. 

49. Anti-Kickback Procedures. 

(a) Definitions. ‘‘Kickback,’’ as used in this clause, 

means any money, fee, commission, credit, gift, 

gratuity, thing of value, or compensation of any 

kind which is provided, directly or indirectly, to 

any prime contractor, prime contractor employee, 

subcontractor, or subcontractor employee for 

the purpose of improperly obtaining or rewarding 

favorable treatment in connection with a prime 

contract or in connection with a subcontract 

relating to a prime contract. 

‘‘Person,’’ as used in this clause, means a corporation, 

partnership, business association of any kind, trust, 

joint-stock company, or individual. 

‘‘Prime contract,’’ as used in this clause, means a 

contract or contractual action entered into by the United 

States for the purpose of obtaining supplies, materials, 

equipment, or services of any kind. 

‘‘Prime contractor,’’ as used in this clause, means a 

person who has entered into a prime contract with the 

United States. 

‘‘Prime contractor employee,’’ as used in this clause, 

means any officer, partner, employee, or agent of a 

prime contractor. 

‘‘Subcontract,’’ as used in this clause, means a contract 

or contractual action entered into by a prime contractor 

or subcontractor for the purpose of obtaining supplies, 

materials, equipment, or services of any kind under a 

prime contract. 

‘‘Subcontractor,’’ as used in this clause, (1) means any 

person, other than the prime contractor, who offers to 

furnish or furnishes any supplies, materials, equipment, 

or services of any kind under a prime contract or a 

subcontract entered into in connection with such 

prime contract, and (2) includes any person who offers 

to furnish or furnishes general supplies to the prime 

contractor or a higher tier subcontractor. 

‘‘Subcontractor employee,’’ as used in this clause, 

means any officer, partner, employee, or agent of a 

subcontractor. 

(b) 41 U.S.C. chapter 87, Kickbacks, prohibits any 

person from— 

(1) Providing or attempting to provide or offering to 

provide any kickback; 

(2) Soliciting, accepting, or attempting to accept 

any kickback; or 

(3) Including, directly or indirectly, the amount of 

any kickback in the contract price charged by a 

prime contractor to the United States or in the 

contract price charged by a subcontractor to a 

prime contractor or higher tier subcontractor. 

(c) (1) The contractor shall have in place and follow 

reasonable procedures designed to prevent and 

detect possible violations described in paragraph 

(b) of this clause in its own operations and direct 

business relationships. 

(2) When the contractor has reasonable 

grounds to believe that a violation described 

in paragraph (b) of this clause may have 

occurred, the contractor shall promptly report 

in writing the possible violation. Such reports 

shall be made to the GPO Inspector General or 

the Attorney General. 

(3) The contractor shall cooperate fully with any 

federal agency investigating a possible violation 

described in paragraph (b) of this clause. 

(4) The Contracting Officer may (i) offset the 

amount of the kickback against any monies 
Contract Terms — GPO Publication 310.2 51

owed by the United States under the prime 

contract and/or (ii) direct that the prime 

contractor withhold from sums owed a 

subcontractor under the prime contract the 

amount of the kickback. The Contracting 

Officer may order that monies withheld 

under subparagraph (c)(4)(ii) of this clause 

be paid over to the Government unless the 

Government has already offset those monies 

under subparagraph (c)(4)(i) of this clause. In 

either case, the prime contractor shall notify 

the Contracting Officer when the monies are 

withheld. 

(5) The contractor agrees to incorporate 

the substance of this clause, including 

subparagraph (c)(5) but excepting 

subparagraph (c)(1), in all sub-contracts under 

contracts exceeding $100,000. 

50. Bankruptcy. 

In the event the contractor enters into proceedings 

relating to bankruptcy, whether voluntary or involuntary, 

the contractor agrees to furnish, by certified mail 

or electronic commerce method authorized by the 

contract, written notification of the bankruptcy to the 

Contracting Officer responsible for administering the 

contract, This notification shall be furnished within 5 

days of the initiation of the proceedings relating to 

bankruptcy filing. This notification shall include the date 

on which the bankruptcy petition was filed, the identity 

of the court in which the bankruptcy petition was filed, 

and a listing of Government contract numbers and 

contracting offices for all Government contracts against 

which final payment has not been made. This obligation 

remains in effect until final payment under the contract. 

51. Cancellation, Rescission, and Recovery of 

Funds for Illegal or Improper Activity. This 

clause is prescribed for contracts that exceed 

$100,000. 

(a) If the Government receives information that a 

contractor or a person has violated 41 U.S.C. 2102-

2104, Restrictions on Obtaining and Disclosing 

Certain Information, the Government may— 

(1) Cancel the solicitation, if the contract has not 

yet been awarded or issued; or 

(2) Rescind the contract with respect to which— 

(i)The contractor or someone acting for the 

contractor has been convicted for an offense 

where the conduct violated 41 U.S.C. 2102 for 

the purpose of either— 

(aa) Exchanging the information covered by 

such subsections for anything of value; or 

(bb) Obtaining or giving anyone a competitive 

advantage in the award of a federal agency 

procurement contract; or 

(ii) The Managing Director, Customer 

Services has determined, based upon 

a preponderance of the evidence, 

that the contractor or someone acting 

for the contractor has engaged in 

conduct punishable under 41 U.S.C. 

2105(a). 

(b) If the Government rescinds the contract under 

paragraph (a) of this clause, the Government 

is entitled to recover, in addition to any penalty 

prescribed by law, the amount expended under the 

contract. 

(c) The rights and remedies of the Government 

specified herein are not exclusive, and are in 

addition to any other rights and remedies provided 

by law, regulation, or under this contract. 

52. Price or Fee Adjustment for Illegal 

 or Improper Activity. 

This clause is prescribed for contracts that exceed 

$100,000. 

(a) The Government, at its election, may reduce the 

price of a fixed-price type contract and the total cost 

and fee under a cost-type contract by the amount 

of profit or fee determined as set forth in paragraph 

(b) of this clause if the Managing Director, Customer 

Services or designee determines that there was 

a violation of 41 U.S.C. 2102, as implemented in 

section 3.104 of the Federal Acquisition Regulation. 

(b) The price or fee reduction referred to in Paragraph 

(a) of this clause shall be— 

(1) For cost-plus-fixed-fee contracts, the amount 

of the fee specified in the contract at the time 

of award; 

(2) For cost-plus-incentive-fee contracts, the 

target fee specified in the contract at the time 

of award, notwithstanding any minimum fee or 

‘‘fee floor’’ specified in the contract; 
52 Contract Terms — GPO Publication 310.2

(3) For cost-plus-award-fee contracts— 

(i) The base fee established in the contract at 

the time of contract award; or

(ii) If no base fee is specified in the contract, 

30 percent of the amount of each award 

fee otherwise payable to the contractor for 

each award fee evaluation period or at each 

award fee determination point. 

(4) For fixed-price-incentive contracts, the 

Government may— 

(i) Reduce the contract target price and 

contract target profit both by an amount 

equal to the initial target profit specified in 

the contract at the time of contract award; 

or 

(ii) If an immediate adjustment to the contract 

target price and contract target profit would 

have a significant adverse impact on the 

incentive price revision relationship under 

the contract, or adversely affect the contract 

financing provisions, the Contracting 

Officer may defer such adjustment until 

establishment of the total final price of the 

contract. The total final price established in 

accordance with the incentive price revision 

provisions of the contract shall be reduced 

by an amount equal to the initial target 

profit specified in the contract at the time 

of contract award and such reduced price 

shall be the total final contract price. 

(5) For firm-fixed-price contracts, by 10 percent 

of the initial contract price or a profit amount 

determined by the Contracting Officer from 

records or documents in existence prior to the 

date of the contract award. 

(c) The Government may, at its election, reduce a 

prime contractor’s price or fee in accordance with 

the procedures of paragraph (b) of this clause for 

violations of the Act by its subcontractors by an 

amount not to exceed the amount of profit or fee 

reflected in the subcontract at the time the subcontract was first definitively priced. 

(d) In addition to the remedies in paragraphs (a) and 

(c) of this clause, the Government may terminate 

the contract for default. The rights and remedies of 

the Government specified herein are not exclusive, 

and are in addition to any other rights and remedies 

provided by law or under the contract. 

53. Restrictions on Subcontractor Sales 

 to the Government. 

(a) Except as provided in paragraph (b) of this clause, 

the contractor shall not enter into any agreement 

with an actual or prospective subcontractor, nor 

otherwise act in any manner, which has or may have 

the effect of restricting sales by such subcontractor 

directly to the Government of any item or process 

(including computer software) made or furnished by 

the subcontractor under the contract or under any 

follow-on production contract. 

(b) The prohibition in (a) of this clause does not 

preclude the contractor from asserting rights that 

are otherwise authorized by law or regulation.

(c) The contractor agrees to incorporate the substance 

of this clause, including this paragraph (c), in all 

subcontracts under this contract which exceed 

$100,000.

U.S. GOVERNMENT PUBLISHING OFFICE

732 North Capitol Street, NW

Washington, DC 20401-0001

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