agreed between the two Governments in a particular case, the United States may subsequently amend any such prior determination and identification as to which country shall be the ultimate recipient of the end-items produced. 15. Contract Terms Her Majesty's Government do not employ the type of contracts in which payment is made on the basis of cost plus a percentage of cost. 16. Refunding of Excess Receipts It is the intention of Her Majesty's Government and of the United States Government that the compensation payable by the United States Government to Her Majesty's Government, as specified in the individual agreements, shall reflect only the cost to Her Majesty's Government of performing the agreements. It is recognised, however, that owing to variable economic and other factors, Her Majesty's Government might in fact realize an excess of receipts from the agreements between the two Governments covered by this Memorandum over the costs of performing them. In the event that any such excess of receipts is in fact realised by Her Majesty's Government from such agreements, Her Majesty's Government, in accordance with their intention as herein declared, of avoiding any such excess of receipts, will refund payments made by the Government of the United States in an amount equivalent to such excess under arrangements and procedures to be agreed upon between the two Governments. An excess of receipts over costs or a shortfall of receipts under costs on any agreement shall be the difference between (1) the sterling actually received by Her Majesty's Government in connection with the agreement and (2) the total sterling cost to Her Majesty's Government of performing the agreement. In the computation of any excess receipts to be refunded, the agreements between the two Governments covered by this Memorandum shall be considered collectively and not individually. NEGOTIATED AGREEMENT (CONTRACT) FOR THE PROCUREMENT BY THE GOVERNMENT OF THE UNITED STATES OF SUPPLIES AND SERVICES FROM HER MAJESTY'S GOVERNMENT IN THE UNITED KINGDOM OF GREAT BRITAIN AND NORTHERN IRELAND Contract No. The United States Government is authorised to enter into this fixed price negotiated Agreement pursuant to the provisions of Section 2 (c) (1) of the Armed Services Procurement Act of 1947, as amended (41 U.S. Code 151 et seq.) and other applicable law. Funds Chargeable: Amount of Agreement: Fiscal Officer: Payment to be made in U.S. dollars by: at: to: This Agreement is entered into this day of 19____, by and between the United States of America (hereinafter called the United States Government) represented by the Contracting Officer executing this Agreement and Her Majesty's Government in the United Kingdom of Great Britain and Northern Ireland (hereinafter called Her Majesty's Government) represented by This Agreement is executed subject to the relevant provisions of the Memorandum of Understanding between the United States Government and Her Majesty's Government dated 30th October, 1952, relating to the United States off-shore procurement programme in the United Kingdom. The parties hereto agree that Her Majesty's Government shall furnish and deliver all the supplies and perform all the services set forth in the Schedule for the consideration stated therein. GENERAL PROVISIONS 1. Definitions As used throughout this Agreement, the following terms shall have the meanings set forth below: (a) The term "Secretary" means the Secretary, the Under-Secretary, or any Assistant Secretary of the United States Military Department concerned and the head or any assistant head of the executive agency of the United States Government; and the term "his duly authorised representative" means any person or persons or board (other than the Contracting Officer) authorised to act for the Secretary. (b) The term "Contracting Officer" means the person executing this Agreement on behalf of the United States Government, and any other officer or civilian employee who is a properly designated Contracting Officer; and the term includes, except as otherwise provided in this Agreement, the authorised representative of a Contracting Officer acting within the limits of his authority. (c) The term "United States Government" means the United States of America. (d) The term "Her Majesty's Government" means Her Majesty's Government in the United Kingdom of Great Britain and Northern Ireland. (e) The term "Agreement" means agreement or contract between Her Majesty's Government and the United States Government for the provision of military supplies and services. (f) The term "Subcontract" means any agreement, contract or purchase order made by Her Majesty's Government with any contractor in fulfilment of any part of this Agreement, and any agreements, contracts, or purchase orders thereunder. 2. Changes The Contracting Officer may at any time request Her Majesty's Government in writing to make, and upon such request Her Majesty's Government will make, changes within the general scope of this agreement in any one or more of the following: (i) Drawings, designs, or specifications where the supsupplies to be furnished are to be specifically manufactured for the United States Government in accordance therewith, except as otherwise provided in this Agreement; (ii) Method of shipment, packing or marking; and (iii) Place of delivery. If any such change causes an increase or decrease in the cost of, or in the time required for, the performance of this Agreement, an equitable adjustment shall be made in the price or the delivery schedule, or both, specified in this Agreement, and this Agreement shall be modified in writing accordingly. Any claim by Her Majesty's Government for adjustment under this clause must be asserted within 30 days from the date of receipt by Her Majesty's Government of the notification of change: provided, however, that the Contracting Officer, if he decides that the facts justify such action, may receive and act upon any such claim asserted at any time prior to final payment under this Agreement. 3. Extras Except as otherwise provided in this Agreement, no payment for extras shall be made unless such extras and the price therefor have been authorised in writing by the Contracting Officer. 4. Variation in Quantity No variation in the quantity of any item called for by this Agreement will be accepted unless such variation has been caused by conditions of loading, shipping or packing, or allowances in manufacturing processes, and then only to the extent, if any, specified in this Agreement. (a) Adequate inspection and test of all supplies (which term throughout this section includes without limitation raw materials, components, intermediate assemblies and end products) to ensure conformity with drawings, designs and specifications of this Agreement is the responsibility of, and shall be effected by, Her Majesty's Government. (b) Her Majesty's Government will notify the Contracting Officer when final inspection has taken place, and will furnish a certificate or certificates upon completion of their final inspection, stating that the inspection has been made and that all supplies, services or materials for which payment is requested have met all requirements of the Schedule in accordance with Her Majesty's Government's standards and with the drawings designs and specifications of this Agreement. (c) United States Government representatives shall have the right to verify the certifications and to verify that (i) the end items conform to standards and to drawings, designs and specifications, and (ii) the quantity of end items specified is delivered. Her Majesty's Government's representatives shall have the right to participate in such verification should they so desire. The United States Government reserves the right to reject or to require the correction of such items as fail to meet the required specifications, drawings of designs. Items which have been rejected or required to be corrected shall be corrected by and at the expense of Her Majesty's Government promptly after notice, and shall not again be tendered for acceptance unless the former tender and either the rejection or requirement of correction is disclosed. Except as otherwise provided in this Agreement, final inspection shall take place concurrently with or shortly after final inspection and before movement of supplies to delivery point. In the event that final acceptance is not made within thirty days (or such other period as shall be specified in this Agreement) of notice of completion of Her Majesty's Government's final inspection, the United States Government will pay all handling and storage charges occasioned by such delay. The inspection and test by the United States Government of any items does not relieve Her Majesty's Government from any responsibility regarding defects or other failures to meet specifications, drawings, or designs forming part of this Agreement which may be discovered prior to final acceptance. Final acceptance shall be conclusive except as regards those latent defects against which Her Majesty's Government have themselves received protection from the suppliers. This right of rejection shall not extend beyond the date of final payment. (d) Her Majesty's Government will furnish and require their contractors and subcontractors to furnish to the United States Government inspectors in the performance of their duties, without further cost to the United States Government, those facilities and that assistance which are normally utilised by Her Majesty's Government in conducting inspections and tests of supplies or services of a type or types called for under this Agreement. If the United States Government, in connection with its own verification, requires services of materials to be furnished by Her Majesty's Government, including those furnished by their contractors and subcontractors, in addition to those which Her Majesty's Government is otherwise required to furnish under this Agreement, the order for such additional services or materials shall be considered to be a change order in accordance with section 2 ("Changes") of this Agreement, and an equitable adjustment of the Agreement price shall be made accordingly. 6. Responsibility for Supplies Except as otherwise provided in this Agreement: (i) Her Majesty's Government shall be responsible for |