FARS DFARS and SOFARS

[ktmrider]

I own a small business in SOCAL and am struggling with the ever increasing amount of the above clauses that are being flowed down to me from some of my customers who do defense work.  I have tried to develop a "cheat sheet" that has the clause and a brief summary of it and then whether it appears to apply to me.  However, my customer appears to be flowing down ALL of the clauses that apparently are attached to their contract down to me and saying, "you figure out if any of these 120 clauses apply to you"! 

It has become overwhelming.  How are other small businesses dealing with this?  I have asked my customer, who is a large company, to try to boil it down to the clauses that would pertain to me, but they are unwilling to devote time to this.

I have not read a single clause that gave clear direct answers about anything.  They are incredibly cryptic.  Even the "buy American" clause does not directly say "you must buy domestic products".  It actually talks about diesel engines and how many RPM falls into acceptable on not, or tents.  It is absolute lunacy. 

HELP!

John

[Retreadfed]

It is a fundamental principle of contract interpretation that all terms of a contract are to be given a reasonable interpretation so that no clause is read out of the contract.  Thus, if a clause is in your subcontract, you may be held to that clause even though it should not apply to you.  I understand it is frustrating to have a prime contractor be professionally lazy and merely insert the clauses from its contract in subcontracts without any thought as to the applicability of the clause to the subcontract.

As for flow down clauses, there are two types of those clauses - mandatory flow down clauses and necessary clauses.  Mandatory flow down clauses will have language in them, usually in the last paragraph of the clause, stating that the clause is to be included in subcontracts.  However, if the subcontract is for commercial products or services, in accordance with FAR 52.244-6 some of those clauses may not be applicable to your subcontract.  Necessary clauses are those that are necessary for the prime to be able to carry out its obligations under the prime contract.  What those clauses are will vary from contract to contract.  To determine if a clause might apply to you, you should read the prescriptive language for use of the clause and the clause itself.  

[Jamaal Valentine]

Is hiring a specialist and charging the customer more an option? 

[here_2_help]

14 hours ago, Jamaal Valentine said:

Is hiring a specialist and charging the customer more an option? 

Mic drop.