Common use of COUNTERFEIT PARTS Clause in Contracts

COUNTERFEIT PARTS. Seller represents and warrants that it has policies and procedures in place to ensure that none of the Goods furnished under this Order are “suspect/counterfeit parts” and certifies, to the best of its knowledge and belief that no such “suspect/counterfeit parts” have been or are being furnished to Buyer by Seller. “Suspect/counterfeit parts” are parts that may be of new manufacture, but are misleadingly labeled to provide the impression they are of a different class or quality or from a different source than is actually the case. They also include refurbished parts, complete with false labeling, that are represented as new parts or any parts that are designated as suspect by the U.S. Government, such as parts listed in alerts published by the Defense Contract Management Agency under the Government-Industry Data Exchange Program (GIDEP). Parts furnished under this Order shall be purchased directly from the Original Component Manufacturers (“OCM”)/Original Equipment Manufacturers (“OEM”) or through the OCM/OEMs Franchised Distributor. Seller shall maintain documented systems (policy, procedure, or other documented approach) that provides for prior notification to Buyer and Buyer’s written approval before parts or components are procured from sources other than OCM, OEM, or OCM or OEM’s Franchised Distributor. Seller shall provide copies of such documentation for its system upon Buyer’s request. Seller’s systems shall be consistent with applicable industry standard, for the detection and avoidance of counterfeit electronic parts, including flowing down requirements to subcontractors. If Buyer reasonably determines that Seller has supplied suspect/counterfeit parts to Buyer, Buyer shall promptly notify Seller and Seller shall immediately replace the suspect/counterfeit parts with parts acceptable to Buyer. Notwithstanding any other provision contained herein, Seller shall be liable for all costs incurred by Buyer to inspect, remove, and replace the suspect/counterfeit parts, including without limitation Buyer’s external and internal costs of removing such a counterfeit parts, of reinserting replacement parts and of any testing necessitated by the reinstallation of Seller’s goods after counterfeit parts have been exchanged. In addition, Buyer may unilaterally terminate this order for convenience depending on the impact of the delivery of suspect/counterfeit parts on the Seller’s overall performance on this order. Seller’s warranty against suspect/counterfeit parts shall survive any termination or expiration of this Order.

COUNTERFEIT PARTS. For the purposes of this clause, (i) the meaning of “Counterfeit Electronic Part” and “Electronic Part” are as defined in the Defense Acquisition Regulation Supplement clause 252.246-7007, Contractor Counterfeit Electronic Part Detection and Avoidance System (Aug 2016); and (ii) “Work” means parts delivered under this Purchase Order that are the lowest level of separately identifiable items (e.g., articles, components, goods, and assemblies). Seller represents and warrants that it has policies and procedures in place to ensure that none of the Goods furnished Work delivered under this Order are “suspect/counterfeit parts” and certifies, to the best of its knowledge and belief that no such “suspect/counterfeit parts” have been or are being furnished to Buyer by Seller. “Suspect/counterfeit parts” are parts that may be of new manufacture, but are misleadingly labeled to provide the impression they are of a different class or quality or from a different source than is actually the case. They also include refurbished parts, complete with false labeling, that are represented as new parts or any parts that are designated as suspect by the U.S. Government, such as parts listed in alerts published by the Defense Contract Management Agency under the Government-Industry Data Exchange Program (GIDEP). Parts furnished under this Purchase Order shall not be purchased directly from the Original Component Manufacturers (“OCM”)/Original Equipment Manufacturers (“OEM”) or through the OCM/OEMs Franchised Distributorcontain Counterfeit Electronic Parts. Seller shall maintain documented systems (policyobtain and retain all documentation required to fully trace the distribution and sale of the Work delivered hereunder back to the relevant original manufacturer, procedureand, on request of Buyer, shall provide such authenticating documentation. Buyer shall have the right to audit, inspect, and/or approve Seller’s counterfeit parts processes and supporting documentation at any time before or after delivery of the Work ordered hereunder. Should Seller become aware of a confirmed or suspect Counterfeit Electronic Part that, by any means, has been delivered to Buyer, or other documented approach) that provides acquired for prior this Purchase Order whether or not delivered to Buyer, Seller shall provide notification to Buyer and Buyer’s written approval before parts or components are procured from sources other Procurement Officer as soon as possible but not later than OCM, OEM, or OCM or OEM’s Franchised Distributor7 days of discovery. This requirement will survive this Purchase Order. Seller shall provide copies quarantine suspect Counterfeit Electronic Parts and make them available for investigation by appropriate government authorities. In the event that Work delivered under this Purchase Order constitutes or includes Counterfeit Electronic Parts, Seller shall, at its expense, promptly replace such unauthorized Work with Work from authorized sources conforming to the requirements of such documentation for its system upon Buyer’s request. Seller’s systems shall be consistent with applicable industry standard, for the detection and avoidance of counterfeit electronic parts, including flowing down requirements to subcontractors. If Buyer reasonably determines that Seller has supplied suspect/counterfeit parts to Buyer, Buyer shall promptly notify Seller and Seller shall immediately replace the suspect/counterfeit parts with parts acceptable to Buyerthis Purchase Order. Notwithstanding any other provision contained hereinin this Purchase Order, Seller shall be liable for all costs incurred by Buyer relating to inspectthe inclusion, removeremoval, and replace replacement of the suspect/counterfeit partsCounterfeit Electronic Parts, including without limitation Buyer’s external and internal costs of removing such a counterfeit partsthe Counterfeit Electronic Parts, of reinserting replacement parts components, and of any testing necessitated by the reinstallation of Seller’s goods components after counterfeit parts the Counterfeit Electronic Parts have been exchanged. In addition, The remedies in this paragraph are in addition to any remedies Buyer may unilaterally terminate this order for convenience depending on the impact of the delivery of suspect/counterfeit parts on the Seller’s overall performance on this order. Seller’s warranty against suspect/counterfeit parts shall survive any termination have at law, equity, or expiration under other provisions of this Purchase Order. Seller shall flow the substance of this clause, including this sentence, in all lower-tier subcontracts or purchase orders performed under this Purchase Order involving Electronic Parts.

COUNTERFEIT PARTS. Seller represents shall comply with all applicable provisions of the DFARS Detection and warrants Avoidance of Counterfeit Electronic Parts at DARS-2013-0014. Capitalized terms in this Section 25 shall have the meaning afforded to them in such regulation. In particular but in no way limiting the generality of the foregoing, Seller shall, and Seller shall include in its sub-tier contracts for the delivery of Electronic Parts that it has policies will be included in goods or otherwise provided to Buyer, the following: (a) establish, document, implement, and procedures maintain a method of item traceability that ensures tracking of the supply chain back to the manufacturer of all electrical, electronic and electromechanical parts included in place goods being delivered per this Purchase Order using industry standards SAE AS5553 or SAE AS 6081, or DFARS Case 2012-D055 as a guideline to prevent the delivery of counterfeit Electronic Parts (“Prevention and Control Plan”); (b) ensure that none of the Goods furnished under this Order Counterfeit Parts are “suspect/counterfeit parts” and certifies, not delivered to the best of its knowledge and belief that no such “suspect/counterfeit parts” have been or are being furnished to Buyer by Seller. “Suspect/counterfeit parts” are parts that may be of new manufacture, but are misleadingly labeled to provide the impression they are of a different class or quality or from a different source than is actually the case. They also include refurbished parts, complete with false labeling, that are represented as new parts or any parts that are designated as suspect by the U.S. Government, such as parts listed in alerts published by the Defense Contract Management Agency under the Government-Industry Data Exchange Program Buyer; (GIDEP). c) purchase Electronic Parts furnished under this Order shall be purchased directly from the Original Component Manufacturers Manufacturer (“OCM”)/Original Equipment Manufacturers Manufacturer (“OEM”) ), or through the an OCM/OEMs Franchised DistributorOEM authorized distributor; (c) ensure Electronic Parts delivered hereunder contain only authentic, unaltered OCM/OEM labels and other markings; (d) when requested by Buyer, provide OCM/OEM documentation that authenticates traceability of the specified items to the applicable OCM/OEM; and (e) immediately inform Buyer of all pertinent facts if Seller becomes aware of or suspects that it has furnished a Counterfeit Part to Buyer. Seller shall maintain documented systems (policyOnly obsolete parts that are no longer available from OCM/OEM sources may be procured from independent distributors, procedurebrokers, or other documented approach) that provides for prior notification to Buyer and sources, provided Seller obtains Buyer’s prior written approval before parts or components are procured from sources other than OCM, OEM, or OCM or OEM’s Franchised Distributor. and Seller shall provide copies provides documented inspection and test to confirm the validity of such documentation for parts in accordance with Prevention and Control Plan. In the event any goods provided under this Purchase Order constitute a Counterfeit Part, Supplier shall, at its system upon Buyer’s request. Seller’s systems shall be consistent sole expense, promptly replace such goods with applicable industry standard, for genuine goods conforming to the detection and avoidance requirements of counterfeit electronic parts, including flowing down requirements to subcontractors. If Buyer reasonably determines that Seller has supplied suspect/counterfeit parts to Buyer, Buyer shall promptly notify Seller and Seller shall immediately replace the suspect/counterfeit parts with parts acceptable to Buyerthis Purchase Order. Notwithstanding any other provision contained hereinanything to the contrary, Seller shall be liable for all costs incurred by Buyer to inspect, remove, and replace the suspect/counterfeit parts, (including without limitation any claims, damages, expenses and other amounts) directly or indirectly relating to or arising from the provision of a Counterfeit Part to Buyer’s external and internal costs of removing such a counterfeit parts, of reinserting replacement parts and of . The remedies contained in this paragraph are in addition to any testing necessitated by the reinstallation of Seller’s goods after counterfeit parts have been exchanged. In addition, remedies Buyer may unilaterally terminate have at law, equity or this order for convenience depending on the impact of the delivery of suspect/counterfeit parts on the Seller’s overall performance on this order. Seller’s warranty against suspect/counterfeit parts shall survive any termination or expiration of this Purchase Order.

COUNTERFEIT PARTS. Seller represents shall comply with all applicable provisions of the DFARS Detection and warrants Avoidance of Counterfeit Electronic Parts at DARS 252.246-7007 & 252.246-7008. Capitalized terms in this Section 25 shall have the meaning afforded to them in such regulation. In particular but in no way limiting the generality of the foregoing, Seller shall, and Seller shall include in its sub-tier contracts for the delivery of Electronic Parts that it has policies will be included in goods or otherwise provided to Buyer, the following: (a) establish, document, implement, and procedures maintain a method of item traceability that ensures tracking of the supply chain back to the manufacturer of all electrical, electronic and electromechanical parts included in place goods being delivered per this Purchase Order using industry standards SAE AS5553 or SAE AS 6081, or DFARS Case 2012-D055 as a guideline to prevent the delivery of counterfeit Electronic Parts (“Prevention and Control Plan”); (b) ensure that none of the Goods furnished under this Order Counterfeit Parts are “suspect/counterfeit parts” and certifies, not delivered to the best of its knowledge and belief that no such “suspect/counterfeit parts” have been or are being furnished to Buyer by Seller. “Suspect/counterfeit parts” are parts that may be of new manufacture, but are misleadingly labeled to provide the impression they are of a different class or quality or from a different source than is actually the case. They also include refurbished parts, complete with false labeling, that are represented as new parts or any parts that are designated as suspect by the U.S. Government, such as parts listed in alerts published by the Defense Contract Management Agency under the Government-Industry Data Exchange Program Buyer; (GIDEP). c) purchase Electronic Parts furnished under this Order shall be purchased directly from the Original Component Manufacturers Manufacturer (“OCM”)/Original Equipment Manufacturers Manufacturer (“OEM”) ), or through the an OCM/OEMs Franchised DistributorOEM authorized distributor; (c) ensure Electronic Parts delivered hereunder contain only authentic, unaltered OCM/OEM labels and other markings; (d) when requested by Buyer, provide OCM/OEM documentation that authenticates traceability of the specified items to the applicable OCM/OEM; and (e) immediately inform Xxxxx of all pertinent facts if Seller becomes aware of or suspects that it has furnished a Counterfeit Part to Buyer. Seller shall maintain documented systems (policyOnly obsolete parts that are no longer available from OCM/OEM sources may be procured from independent distributors, procedurebrokers, or other documented approach) that provides for prior notification to Buyer and sources, provided Seller obtains Buyer’s prior written approval before parts or components are procured from sources other than OCM, OEM, or OCM or OEM’s Franchised Distributor. and Seller shall provide copies provides documented inspection and test to confirm the validity of such documentation for parts in accordance with Prevention and Control Plan. In the event any goods provided under this Purchase Order constitute a Counterfeit Part, Supplier shall, at its system upon Buyer’s request. Seller’s systems shall be consistent sole expense, promptly replace such goods with applicable industry standard, for genuine goods conforming to the detection and avoidance requirements of counterfeit electronic parts, including flowing down requirements to subcontractors. If Buyer reasonably determines that Seller has supplied suspect/counterfeit parts to Buyer, Buyer shall promptly notify Seller and Seller shall immediately replace the suspect/counterfeit parts with parts acceptable to Buyerthis Purchase Order. Notwithstanding any other provision contained hereinanything to the contrary, Seller shall be liable for all costs incurred by Buyer to inspect, remove, and replace the suspect/counterfeit parts, (including without limitation any claims, damages, expenses and other amounts) directly or indirectly relating to or arising from the provision of a Counterfeit Part to Buyer’s external and internal costs of removing such a counterfeit parts, of reinserting replacement parts and of . The remedies contained in this paragraph are in addition to any testing necessitated by the reinstallation of Seller’s goods after counterfeit parts have been exchanged. In addition, remedies Buyer may unilaterally terminate have at law, equity or this order for convenience depending on the impact of the delivery of suspect/counterfeit parts on the Seller’s overall performance on this order. Seller’s warranty against suspect/counterfeit parts shall survive any termination or expiration of this Purchase Order.

COUNTERFEIT PARTS. Seller represents and warrants that it has policies and procedures in place shall take every reasonable step to ensure that none of the Goods furnished under this Order only new and authentic materials are “suspect/counterfeit parts” and certifies, used in products delivered to the best of its knowledge and belief that no such “suspect/counterfeit parts” have been or are being furnished to Buyer by SellerBuyer. “Suspect/counterfeit parts” are Seller may only purchase parts that may be of new manufacture, but are misleadingly labeled to provide the impression they are of a different class or quality or from a different source than is actually the case. They also include refurbished parts, complete with false labeling, that are represented as new parts or any parts that are designated as suspect by the U.S. Government, such as parts listed in alerts published by the Defense Contract Management Agency under the Government-Industry Data Exchange Program (GIDEP). Parts furnished under this Order shall be purchased directly from the Original Component Manufacturers (“OCM”)/Original Equipment Manufacturers (“OEM”) or through the OCM/OEMs ’s), OCM Franchised DistributorDistributors, other distributors who can provide valid certificates of conformance and have active anti-counterfeiting systems in place, and authorized aftermarket manufacturers. Use of product that was not provided by these sources is not authorized without Buyer’s express, prior, and written consent. Seller shall maintain documented systems (policy, procedure, or other documented approach) that provides for prior notification to Buyer and Buyer’s written approval before parts or components are procured from sources other than OCM, OEM, or OCM or OEM’s Franchised Distributor. Seller shall provide copies of such documentation must present compelling support for its system upon Buyer’s requestrequest (e.g., OCM documentation that authenticates traceability of the parts to the OVM), and include in its request all actions to ensure that the parts thus procured are authentic/conforming parts. Seller’s systems Buyer shall be consistent with applicable industry standard, for the detection and avoidance of counterfeit electronic parts, including flowing down requirements to subcontractors. If Buyer reasonably determines that Seller has supplied impound any suspect/counterfeit parts to Buyer, Buyer are furnished by Seller under this Contract and notify Seller of this action. Seller shall promptly notify Seller and Seller shall immediately replace the such suspect/counterfeit parts with parts acceptable to the Buyer. Notwithstanding any other provision contained herein, and Seller shall be liable for all costs incurred by Buyer relating to inspectthe removal and replacement of said parts (including, removewithout limitation, and replace the suspect/counterfeit parts, including without limitation Buyer’s 's external and internal costs of removing such a counterfeit parts, of reinserting replacement parts and of any testing necessitated by the reinstallation of Seller’s 's goods after counterfeit parts have been exchanged). In additionAt Buyer's request, Seller shall return any removed counterfeit parts to Buyer in order that Buyer may unilaterally terminate turn such parts over to its Government customer for further investigation. Seller agrees that any Government or quasi-Government directive (e.g., GIDEP Alert) shall be deemed definitive evidence that Seller's parts contain counterfeit parts. Whenever Seller shall receive, either before or after shipment of Goods under this order Contract, notification that any of such Goods (including any component, part, or material thereof), is the subject of GIDEP Alert, Seller shall promptly furnish such information to Buyer. Seller shall be responsible for convenience depending on ensuring the impact appropriate failure experience data report(s) (e.g., GIDEP Alert, GIDEP Safe Alert, GIDEP Problem Advisory) are generated whenever failed or nonconforming items, available to other buyers, are discovered during the course of the delivery of suspect/counterfeit parts on the Seller’s overall performance on performing this order. Seller’s warranty against suspect/counterfeit parts shall survive any termination or expiration of this OrderContract.

COUNTERFEIT PARTS. For the purposes of this clause, (i) the meaning of “Counterfeit Electronic Part” and “Electronic Part” are as defined in the Defense Acquisition Regulation Supplement clause 252.246-7007, Contractor Counterfeit Electronic Part Detection and Avoidance System (May 2014); and (ii) “Work” means parts delivered under this Purchase Order that are the lowest level of separately identifiable items (e.g., articles, components, goods, and assemblies). Seller represents and warrants that it has policies and procedures in place to ensure that none of the Goods furnished Work delivered under this Order are “suspect/counterfeit parts” and certifies, to the best of its knowledge and belief that no such “suspect/counterfeit parts” have been or are being furnished to Buyer by Seller. “Suspect/counterfeit parts” are parts that may be of new manufacture, but are misleadingly labeled to provide the impression they are of a different class or quality or from a different source than is actually the case. They also include refurbished parts, complete with false labeling, that are represented as new parts or any parts that are designated as suspect by the U.S. Government, such as parts listed in alerts published by the Defense Contract Management Agency under the Government-Industry Data Exchange Program (GIDEP). Parts furnished under this Purchase Order shall not be purchased directly from the Original Component Manufacturers (“OCM”)/Original Equipment Manufacturers (“OEM”) or through the OCM/OEMs Franchised Distributorcontain Counterfeit Electronic Parts. Seller shall maintain documented systems (policyobtain and retain all documentation required to fully trace the distribution and sale of the Work delivered hereunder back to the relevant original manufacturer, procedureand, on request of Buyer, shall provide such authenticating documentation. Buyer shall have the right to audit, inspect, and/or approve Seller’s counterfeit parts processes and supporting documentation at any time before or after delivery of the Work ordered hereunder. Should Seller become aware of a confirmed or suspect Counterfeit Electronic Part that, by any means, has been delivered to Buyer, or other documented approach) that provides acquired for prior this Purchase Order whether or not delivered to Buyer, Seller shall provide notification to Buyer and Buyer’s written approval before parts or components are procured from sources other Procurement Officer as soon as possible but not later than OCM, OEM, or OCM or OEM’s Franchised Distributor7 days of discovery. This requirement will survive this Purchase Order. Seller shall provide copies quarantine suspect Counterfeit Electronic Parts and make them available for investigation by appropriate government authorities. In the event that Work delivered under this Purchase Order constitutes or includes Counterfeit Electronic Parts, Seller shall, at its expense, promptly replace such unauthorized Work with Work from authorized sources conforming to the requirements of such documentation for its system upon Buyer’s request. Seller’s systems shall be consistent with applicable industry standard, for the detection and avoidance of counterfeit electronic parts, including flowing down requirements to subcontractors. If Buyer reasonably determines that Seller has supplied suspect/counterfeit parts to Buyer, Buyer shall promptly notify Seller and Seller shall immediately replace the suspect/counterfeit parts with parts acceptable to Buyerthis Purchase Order. Notwithstanding any other provision contained hereinin this Purchase Order, Seller shall be liable for all costs incurred by Buyer relating to inspectthe inclusion, removeremoval, and replace replacement of the suspect/counterfeit partsCounterfeit Electronic Parts, including without limitation Buyer’s external and internal costs of removing such a counterfeit partsthe Counterfeit Electronic Parts, of reinserting replacement parts components, and of any testing necessitated by the reinstallation of Seller’s goods components after counterfeit parts the Counterfeit Electronic Parts have been exchanged. In addition, The remedies in this paragraph are in addition to any remedies Buyer may unilaterally terminate this order for convenience depending on the impact of the delivery of suspect/counterfeit parts on the Seller’s overall performance on this order. Seller’s warranty against suspect/counterfeit parts shall survive any termination have at law, equity, or expiration under other provisions of this Purchase Order. Seller shall flow the substance of this clause, including this sentence, in all lower- tier subcontracts or purchase orders performed under this Purchase Order involving Electronic Parts.

COUNTERFEIT PARTS. Seller represents and warrants that it has policies and procedures in place to ensure that none For purposes of the this clause, Goods furnished are any tangible items delivered under this Order agreement, including without limitation the lowest level of separately identifiable items, such as parts, articles, components, and assemblies. "Counterfeit Goods" are “suspect/counterfeit parts” Goods that are or contain items misrepresented as having been designed, produced, or sold by an authorized manufacturer and certifiesseller, to the best of its knowledge and belief including without limitation unauthorized copies, replicas, or substitutes. The term also includes authorized Goods that no such “suspect/counterfeit parts” have reached a design life limit or have been or are being furnished to Buyer by Seller. “Suspect/counterfeit parts” are parts that may be of new manufacturedamaged beyond possible repair, but are misleadingly labeled altered and misrepresented as acceptable. Seller agrees and shall ensure that Counterfeit Goods are not delivered to provide the impression they are of a different class Buyer. Goods delivered to Buyer or quality or from a different source than is actually the case. They also include refurbished parts, complete with false labeling, that are represented as new parts or any parts that are designated as suspect by the U.S. Government, such as parts listed in alerts published by the Defense Contract Management Agency under the Government-Industry Data Exchange Program (GIDEP). Parts furnished under this Order incorporated into other Goods and delivered to Buyer shall be purchased new and shall be procured directly from the Original Component Manufacturers Manufacturer (“OCM”)/Original OCM)/Original Equipment Manufacturers Manufacturer (“OEM”) ), or through the an OCM/OEMs Franchised DistributorOEM authorized distributor chain. Seller Work shall maintain documented systems (policynot be acquired from independent distributors or brokers unless approved in advance in writing by Buyer. When requested by Buyer, procedure, or other documented approach) that provides for prior notification to Buyer and Buyer’s written approval before parts or components are procured from sources other than OCM, OEM, or OCM or OEM’s Franchised Distributor. Seller shall provide copies OCM/OEM documentation that authenticates traceability of the affected items to the applicable OCM/OEM. In the event that Work delivered under this Agreement constitutes or includes Counterfeit Goods, Seller shall, at its expense, promptly replace such documentation for its system upon Buyer’s request. Seller’s systems shall be consistent Counterfeit Goods with applicable industry standard, for authentic Goods conforming to the detection and avoidance requirements of counterfeit electronic parts, including flowing down requirements to subcontractors. If Buyer reasonably determines that Seller has supplied suspect/counterfeit parts to Buyer, Buyer shall promptly notify Seller and Seller shall immediately replace the suspect/counterfeit parts with parts acceptable to Buyerthis agreement. Notwithstanding any other provision contained hereinin this agreement, Seller shall be liable for all costs incurred by Buyer relating to inspect, remove, the removal and replace the suspect/counterfeit partsreplacement of Counterfeit Goods, including without limitation Buyer’s external and internal costs of removing such a counterfeit partsCounterfeit Goods, of reinserting replacement parts Goods, and of any testing necessitated by the reinstallation of Seller’s goods Goods after counterfeit parts Counterfeit Goods have been exchanged. In addition, Buyer may unilaterally terminate this order Seller shall include equivalent provisions in lower tier subcontracts for convenience depending on the impact of the delivery of suspect/counterfeit parts on the Seller’s overall performance on this order. Seller’s warranty against suspect/counterfeit parts shall survive any termination items that will be included in or expiration of this Orderfurnished as Goods to Buyer.

COUNTERFEIT PARTS. For the purposes of this clause, (i) the meaning of “Counterfeit Electronic Part” and “Electronic Part” are as defined in the Defense Acquisition Regulation Supplement clause 252.246-7007, Contractor Counterfeit Electronic Part Detection and Avoidance System (May 2014); and (ii) “Work” means parts delivered under this Purchase Order that are the lowest level of separately identifiable items (e.g., articles, components, goods, and assemblies). Seller represents and warrants that it has policies and procedures in place to ensure that none of the Goods furnished Work delivered under this Order are “suspect/counterfeit parts” and certifies, to the best of its knowledge and belief that no such “suspect/counterfeit parts” have been or are being furnished to Buyer by Seller. “Suspect/counterfeit parts” are parts that may be of new manufacture, but are misleadingly labeled to provide the impression they are of a different class or quality or from a different source than is actually the case. They also include refurbished parts, complete with false labeling, that are represented as new parts or any parts that are designated as suspect by the U.S. Government, such as parts listed in alerts published by the Defense Contract Management Agency under the Government-Industry Data Exchange Program (GIDEP). Parts furnished under this Purchase Order shall not be purchased directly from the Original Component Manufacturers (“OCM”)/Original Equipment Manufacturers (“OEM”) or through the OCM/OEMs Franchised Distributorcontain Counterfeit Electronic Parts. Seller shall maintain documented systems (policyobtain and retain all documentation required to fully trace the distribution and sale of the Work delivered hereunder back to the relevant original manufacturer, procedureand, on request of Buyer, shall provide such authenticating documentation. Buyer shall have the right to audit, inspect, and/or approve Seller’s counterfeit parts processes and supporting documentation at any time before or after delivery of the Work ordered hereunder. Should Seller become aware of a confirmed or suspect Counterfeit Electronic Part that, by any means, has been delivered to Buyer, or other documented approach) that provides acquired for prior this Purchase Order whether or not delivered to Buyer, Seller shall provide notification to Buyer and Buyer’s written approval before parts or components are procured from sources other Procurement Officer as soon as possible but not later than OCM, OEM, or OCM or OEM’s Franchised Distributor7 days of discovery. This requirement will survive this Purchase Order. Seller shall provide copies quarantine suspect Counterfeit Electronic Parts and make them available for investigation by appropriate government authorities. In the event that Work delivered under this Purchase Order constitutes or includes Counterfeit Electronic Parts, Seller shall, at its expense, promptly replace such unauthorized Work with Work from authorized sources conforming to the requirements of such documentation for its system upon Buyer’s request. Seller’s systems shall be consistent with applicable industry standard, for the detection and avoidance of counterfeit electronic parts, including flowing down requirements to subcontractors. If Buyer reasonably determines that Seller has supplied suspect/counterfeit parts to Buyer, Buyer shall promptly notify Seller and Seller shall immediately replace the suspect/counterfeit parts with parts acceptable to Buyerthis Purchase Order. Notwithstanding any other provision contained hereinin this Purchase Order, Seller shall be liable for all costs incurred by Buyer relating to inspectthe inclusion, removeremoval, and replace replacement of the suspect/counterfeit partsCounterfeit Electronic Parts, including without limitation Buyer’s external and internal costs of removing such a counterfeit partsthe Counterfeit Electronic Parts, of reinserting replacement parts components, and of any testing necessitated by the reinstallation of Seller’s goods components after counterfeit parts the Counterfeit Electronic Parts have been exchanged. In addition, The remedies in this paragraph are in addition to any remedies Buyer may unilaterally terminate this order for convenience depending on the impact of the delivery of suspect/counterfeit parts on the Seller’s overall performance on this order. Seller’s warranty against suspect/counterfeit parts shall survive any termination have at law, equity, or expiration under other provisions of this Purchase Order. Seller shall flow the substance of this clause, including this sentence, in all lower-tier subcontracts or purchase orders performed under this Purchase Order involving Electronic Parts.