FAR and DFAR Clauses – Incorporated by Reference

If this Purchase Order has been issued in support of U.S Government prime contracts N0001424C1305, or N6833524C0449/N6833525C0397 then the Federal Acquisition Regulation (“FAR”) and Defense Federal Acquisition Regulations Supplement (“DFARS”) clauses listed below are incorporated by reference and shall apply to this Purchase Order.

A. The “Vendor” referenced on Hyliion’s Purchase Order shall hereinafter be referred to as “Subcontractor.” The Subcontractor agrees to be bound by, and at its own cost, comply with all federal laws and regulations applicable to the Subcontractor’s work including, but not limited to, the applicable FAR and DFARS clauses, and all other laws with which Hyliion must comply according to the prime contract documents. In the event of a conflict between such FAR or DFARS clauses and Hyliion’s Purchase Order Master Terms and Conditions and/or Supplier’s terms and conditions including any terms contained or referenced in, but not limited to quotation, proposal, purchase/sales order acknowledgment, invoice, click-through terms, or standard terms and conditions, these FAR and DFARS clauses shall control.

B. Subcontractor agrees to flow down all applicable FAR/DFARS clauses to any lower-tier subcontractors. The Subcontractor shall be liable to Hyliion for all loss, cost and expense attributable to any acts of commission or omission by the Subcontractor, its employees and agents resulting from the failure to comply therewith, including, but not limited to, any fines, penalties or corrective measures.  

C. The text of the clauses identified in this Appendix by FAR or DFARS clause number are incorporated by reference in this Subcontract, with the same force and effect as if they were given in full text.  Unless the clause requires otherwise, the following definitions shall apply to the clauses incorporated by reference:  (1) “Contract” means “this Subcontract”; (2) “Contractor” means “Subcontractor”; (3) “Disputes clause” means the “disputes clause of this Subcontract”; (4) “Government” and “Contracting Officer” mean Hyliion; (5) “Offeror” means “Subcontractor”; (6) “Schedule” means “this Subcontract.” In the event of a conflict between these FAR/DFARS provisions and the Subcontract, the FAR/DFARS provisions shall control. In the event of a conflict between the clauses listed below and the Prime Contract, the Prime Contract shall prevail.   

D. The Subcontractor agrees to negotiate with Hyliion to incorporate additional provisions herein or to change provisions as Hyliion reasonably deems necessary to comply with amendments or modifications to the applicable prime contract.

The following clauses are incorporated into this Subcontract by reference:

Contract No.: N0001424C1305

Contract No.: N6833524C0449/N6833525C0397