MIFB-I_08-28-26.pdf

USDA, Agricultural Marketing Service Commodity Procurement Programs

An Equal Opportunity Provider and Employer

AMS Master Invitation for Bids for International Commodity

Procurements (MIFB-I) for International Food Assistance Program Purchases

Effective: August 28, 2026

MIFB-I Updates included in this version, (i.e., changes from April 24, 2026, version)

Contract Clauses and Provisions Updated Clause/

Provision Number

Clause/Provision Name Provision or Clause Change

4A52.204-81 Use of Electronic Data Interchange (EDI) or Other Automation Technologies

C

This clause is replaced by AGAR 452.204-72 Use of Electronic Data Interchange (EDI) or Other Automation Technologies (Apr 2026).

There are minor updates to the phrasing of the clause, but the underlying requirements are unchanged.

452.204-70 Modification for Contract Closeout C

There are minor updates to the phrasing of the clause, but the underlying requirements are unchanged (April 2026).

4A452.219-90 The 8(a) Program C This clause is removed.

452.203-72 Unenforceable Supplier Terms C This clause is added.

4A52.226-80 Farmer-Owned Cooperative Participation P

This provision is replaced by 452.219- 71 Farmer-Owner Cooperative Participation (June 2026).

AMS Master Invitation for Bids for Commodity Procurements – International Programs (MSCP-I)

Effective Date: August 28, 2026

I. GENERAL INFORMATION

II. CONTRACT CLAUSES

52.209-1 Qualification Requirements (Nov 2025)

52.211-11 Liquidated Damages- Supplies, Services, or Research and Development (Sep 2000)

52.212-4 Contract Terms and Conditions—Commercial Products and Commercial Services (Nov 2025)

52.246-11 Higher-Level Contract Quality Requirement (Dec 2014)

52.252-2 Clauses Incorporated by Reference (Feb 1998)

452.203-71 Anti-Discrimination and Diversity, Equity, and Inclusion (DEI) Compliance (Dec 2025)

452.203-72 Unenforceable Supplier Terms (May 2026)

452.204-70 Modification for Contract Closeout (Apr 2026)

452.204–72 Use of Electronic Data Interchange (EDI) or Other Automation Technologies (Apr 2026)

452.211-71 Variation in Quantity (Sep 2025)

452.211-74 Delivery Instructions – Commodity Procurement (Sep 2025)

452.211-80 .... Regulatory Requirements for Commodities and Packaging – International (Sep 2025)………….. .......................................................................................................... ……………20

452.211-81 Carrying Charges – International (Sep 2025)

452.211-78 Compensation for Delays in Delivery (Sep 2025)

4A52.219-91 The HUBZone Program (Aug 2022)

452.225-70 U.S. Origin Product – Domestic and International- (Dec 2025)

4A52.232-70 Contractor Expenses (June 2021)

4A52.232-90 Electronic Invoicing (June 2021)

452.247-73 Seals on Transportation Conveyances (Oct 2025)

452.247-75 Miscellaneous Contract Requirements for F.o.b. Vessel Delivery (Oct 2025)

III. Contract Documents, Exhibits and Attachments

IV. Solicitation Provisions

52.209-7 Information Regarding Responsibility Matters (OCT 2025)

52.212-1 Instructions to Offerors—Commercial Products and Commercial Services (NOV 2025)

52.216-1 Type of Contract (NOV 2025)

52.219-1 Small Business Program Representations (NOV 2025)

AGAR Provisions

452.203-70 Anti-Discrimination and Diversity, Equity, and Inclusion (DEI) Certification (Dec 2025)

452.209-70 Past Performance with Regard to Offeror’s Present Responsibility (OCT 2025) 33

452.214-70 Contract Award – Application of Lowest Landed Cost – International (Oct 2025)34

452.214-71 Electronic Submission of Bids (Oct 2025)

452.214-73 Place of Performance – International (Oct 2025)

4A52.219-70 Size Standard and NAICS Code Information

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Master Invitation for Bids for Commodity Procurements for International Food Assistance Programs

I. GENERAL INFORMATION

This Master Invitation for Bids for Commodity Procurements – International Programs (MIFB-I or “Master IFB”), is used by the U.S. Department of Agriculture (USDA), Agricultural Marketing Service (AMS), Commodity Procurement Program (CPP) to provide contract clauses and solicitation provisions applicable to the solicitation of bids and award of contracts for various commodities used in U.S.

Government international food assistance programs, such as Food for Peace, Food for Progress, and the McGovern-Dole Food for Education programs. The Master IFB also provides general guidance to potential bidders.

CPP will periodically issue invitations for bids (IFB) under this Master IFB, available for viewing on the Web Based Supply Chain Management (WBSCM) public procurement page, and through the Contract Opportunities domain on www.sam.gov. Bidding and contract related actions, such as viewing WBSCM Purchase Orders (i.e., contracts) and shipping instructions, providing Advance Shipping Notices (ASN), and receipting of goods are performed in WBSCM.

The Master IFB will be updated as necessary to incorporate changes in the Federal Acquisition Regulation (FAR), Agricultural Acquisition Regulations (AGAR), and AMS policies and procedures.

Bidders should not assume that a copy of the MIFB-I, once downloaded for a particular IFB will be applicable for subsequent IFBs. The effective date at the top of the Master IFB document will govern which version of MIFB-I is applicable to a particular IFB. Prior versions of the MIFB-I will be archived and available on the AMS website.

Awards will be made following the principles in the FAR and AGAR. The IFB will specify the commodity;

delivery periods; quantities; closing time for receipt of bids; acceptance date, and any solicitation provisions and contract clauses applicable to the proposed procurement which are in addition to, or different from, those contained in the Master Solicitation. The full texts of the applicable FAR provisions and clauses incorporated into the contract can be found at https://www.acquisition.gov/far-overhaul.

Commodities purchased by AMS must be a product of the United States (see clause 452.225-70, U.S.

Origin Products – Domestic an International). Specifications and program requirements are further defined in the appropriate commodity specification and/or supplement and are incorporated herein.

Offerors are advised to carefully read this Master Invitation for Bid, the applicable IFB, and the applicable commodity requirements document to understand the invitation, evaluation, and award process for CPP commodity acquisitions for international food assistance programs. Failure to do so will be at the offeror’s risk. These documents are incorporated into the contract. Offerors are cautioned that statements made by Government personnel other than the Contracting Officer are not binding on the Government unless confirmed in writing by the Contracting Officer. Inquiries and all correspondence concerning this solicitation should be submitted in writing to the Contracting Officer. Offerors should contact only the Contracting Officer issuing the solicitation about any aspect of this requirement prior to contract award.

https://www.acquisition.gov/far-overhaul

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II. CONTRACT CLAUSES

Federal Acquisition Regulation (FAR) and United States Department of Agriculture Acquisition Regulation (AGAR) Clauses and Provisions

The clauses and provisions contained herein are applicable to any contract or order awarded as a result of this solicitation. The terms and conditions set forth herein supersede all other terms and conditions.

Acceptance of the contract or order constitutes acceptance of all terms and conditions contained herein.

As part of the Revolutionary FAR Overhaul, system updates may lag policy updates. The System for Award Management (SAM) may continue to require entities to complete representations based on provisions that are not included in this solicitation. Contracting officers will rely on representations from offers based on provisions in this solicitation. Entities are not required to, nor are they able to, update their entity registration to remove these representations in SAM.

52.209-1 Qualification Requirements (Nov 2025)

The full text of the clause is available at FAR 52.209-1.

Name: The Contracting Officer identified in the IFB.

A full contact list can be found on the AMS Commodity Procurement website.

(End of clause)

52.211-11 Liquidated Damages- Supplies, Services, or Research and Development (Sep 2000)

NOTE: Liquidated damages are based upon delivery periods for f.o.b. destination contracts and f.a.s.

vessel contracts for bags only but based on shipping periods for all others.

(a) If the Contractor fails to deliver the supplies or perform the services within the time specified in this contract, the Contractor shall, in place of actual damages, pay to the Government liquidated damages of $ (see table below) per calendar day of delay, not to exceed 45 days of delay.

https://www.acquisition.gov/far-overhaul/far-part-deviation-guide/far-overhaul-part-52#FAR_52_209_1 https://www.ams.usda.gov/sites/default/files/media/AMSCommodityProcurementStaffContactList.pdf

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Commodity Liquidated Damages USDA Commodity Requirement

Rate

Per Net Weight

All Purpose Wheat Flour/Bread Flour Bagged Grain Bulgur Wheat/Soy - Fortified Bulgur Canned Salmon Corn Oil Cornmeal Corn-Soy Blend Plus Dehydrated Potato Products Dried Dairy Ingredients Dry Edible Beans Fortified Poultry-Based Spread High Energy Biscuits Milled Rice/Fortified Milled Rice (bagged) Peas & Lentils Ready-To-Use Supplementary Food Ready-To-Use Therapeutic Food Soy-Fortified Cornmeal Sunflower Seed Oil Super Cereal Plus Value Added Soy Products Vegetable Oil Wheat Soy Blend

WFBF

KCBG

BWSF

CPS

CO

CM

CSBP

DPP

DDI

DEB

FPBS

HEB

MR

PL

RUSF

RUTF

SFCM

SFSO

SCP

VASP

VO

WSB

$ 0.11 Cwt/day

Nonfortified Nonfat Dry Milk-Export DME $ 0.45 Cwt/day Bags KCP BAGS

$25.00 1,000 bags/day

(b) If the Government terminates this contract in whole or in part under the Default—Fixed-Price Supply and Service clause, the Contractor is liable for liquidated damages accruing until the Government reasonably obtains shipment/ delivery or performance of similar supplies or services. These liquidated damages are in addition to excess costs of repurchase under the Termination clause.

(c) The Contractor will not be charged with liquidated damages when the delay in delivery or performance is beyond the control and without the fault or negligence of the Contractor as defined in the Default—Fixed- Price Supply and Service clause in this contract.

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52.212-4 Contract Terms and Conditions—Commercial Products and Commercial Services (Nov 2025)

The full text of the clause is available at FAR 52.212-4.

Addenda to 52.212-4

(a) Definitions – 52.212-4 Addendum.

(1) When a solicitation provision or contract clause uses a word or term that is defined in the FAR, the word or term has the same meaning as the definition in FAR 2.101 in effect at the time the solicitation was issued, unless—

(A) The solicitation, or amended solicitation, provides a different definition;

(B) The contracting parties agree to a different definition;

(C) The part, subpart, or section of the FAR where the provision or clause is prescribed provides a different meaning; or

(D) The word or term is defined in FAR Part 31, for use in the cost principles and procedures.

(2) Definitions applicable to this solicitation—

(i) Agricultural commodity means commodities and the products of agricultural commodities produced in the United States. A product shall not be produced in the United States if it contains any ingredient that is not produced in the United States, if that ingredient is:

1. Produced in the United States; and

2. Commercially available in the United States at fair and reasonable prices from domestic sources.

(Authority 7 U.S.C. 1732(2), 1736o-1(a), and AGAR 470.103)

(b) Commingled product means grains, oilseeds, rice, pulses, other similar commodities and the products of such commodities, when such commodity or product is normally stored on a commingled basis in such a manner that the commodity or product produced in the United States cannot be readily distinguished from a commodity or product not produced in the United States.

(c) Commodity Credit Corporation (CCC) means a wholly owned government corporation within the U.S. Department of Agriculture (USDA).

(d) Federal Holiday means legal public holidays observed by the Federal Government in accordance with 5 U.S.C. 6103. The Federal Government observes the following days as holidays:

New Year’s Day January 1st* Martin Luther King’s Birthday Third Monday in January Presidents’ Day Third Monday in February Memorial Day Last Monday in May Juneteenth National Independence Day

June 19th*

Independence Day July 4th* Labor Day First Monday in September Columbus Day Second Monday in October https://www.acquisition.gov/far-overhaul/far-part-deviation-guide/far-overhaul-part-52#FAR_52_212_4

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Veterans’ Day November 11th Thanksgiving Day Fourth Thursday in November Christmas Day December 25th*

*If the date falls on a Saturday, the Government holiday is the preceding Friday. If the date falls on a Sunday, the Government holiday is the following Monday.

(e) Free alongside ship (f.a.s.) (f.a.s. named port of shipment) means a term of sale which means the seller fulfills its obligation to deliver when the goods have been placed alongside the vessel on the quay or in lighters at the named port of shipment. The supplier is responsible for all costs including but not limited to tollage, wharfage, and handling. The buyer bears all costs and risks of loss of or damage to the goods from that point.

(f) FGIS means Federal Grain Inspection Service of the USDA which provides inspection, weighing, and related services on grains, pulses, oilseeds, and processed and graded commodities.

(g) F.o.b. vessel means: for dry bulk cargoes, delivered free of expense to the Government loaded, unsowed and untrimmed, on board the designated conveyance at the USDA-approved port facility specified in the contract; and for liquid bulk cargoes, delivered free of expense to the Government on board the ocean vessel provided by USDA at the named port of shipment specified in the contract.

(h) Grain Acquisition Report and Invoice for Related Charges means: Form KC-228 means a form that is issued by a warehouse operator to CCC in lieu of or in addition to a warehouse receipt.

(i) Intermodal plant means delivered free of expense to the Government loaded on board the carrier-supplied conveyance at the origin point.

(j) Intermodal bridge means delivered free of expense to the Government delivered in transportation conveyance obtained by the vendor to locations where steamship lines have established and published intermodal rates from a U.S. point to a U.S. port and a foreign destination.

(k) Instore means within a USDA-approved warehouse.

(l) Lowest-landed cost means the lowest combined cost of commodity and ocean freight to deliver a commodity to an overseas destination while adhering to cargo preference statutes and regulations.

(m) Packaging and containers include any substance intended for use as a component of materials used in manufacturing, packing, transporting or holding food if such use is not intended to have a technical effect in such food.

(n) Plant is defined as the prime or sub-contractor’s facility where an agricultural commodity, or commodity-related item, is manufactured or processed from raw materials into a finished product, assembled from components, or packaged. An offeror’s plant location, cited in an offer, must contain at least one of the industrial or manufacturing processes listed above. A local site which accommodates finished product while awaiting analytical test results, staging for shipment consolidation, or loading into shipping containers/trucks/railcars is considered a supplementary extension of the prime or sub-contractor’s plant facility.

(o) WBSCM Purchase Order or WBSCM PO means a contract that is accessible in the WBSCM System. Contract is defined by FAR, i.e., a mutually binding legal relationship

MSCP-I 10

obligating the seller to furnish the supplies or services (including construction) and the buyer to pay for them. See FAR 2.101 for the full definition.

(p) World Trade Organization Government Procurement Agreement (WTO GPA) country means any of the following countries: Armenia, Aruba, Austria, Belgium, Bulgaria, Canada, Croatia, Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hong Kong, Hungary, Iceland, Ireland, Israel, Italy, Japan, Korea (Republic of), Latvia, Liechtenstein, Lithuania, Luxembourg, Malta, Moldova, Montenegro, Netherlands, New Zealand, North Macedonia, Norway, Poland, Portugal, Romania, Singapore, Slovak Republic, Slovenia, Spain, Sweden, Switzerland, Taiwan, Ukraine, or United Kingdom.

(b) Inspection/Acceptance –

(1) Inspection. The Government reserves the right to perform quality assurance at source; source includes, but is not limited to, contractor’s manufacturing facility, packaging facility, warehouse, in-house laboratory, subcontractor’s facilities, etc.

(2) Acceptance. Formal acceptance shall occur when the Government approves the invoice for payment. However, the Government reserves the right to reject, in total or in part, manufacturers lots, sub-lots, production dates or the like when non-conforming product is identified.

(d) Changes – 52.212-4 Addendum.

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 this contract in any one or more of the following:

a. Method of shipment or packing.

b. Place of delivery.

c. Time of delivery.

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 under this contract, 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, unless the contract terms provide for regional delivery pricing that covers cost adjustments. The Contractor must assert its right to an adjustment 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 before final payment of the contract. 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. 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.

(j) Risk of Loss – 52.212-4 Addendum Unless the contract specifically provides otherwise, risk of loss of or damage to supplies shall remain with the Contractor until, and shall pass to the Government upon-

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(i) Delivery of the supplies when the goods have been placed alongside the vessel on the quay or in lighters at the named port of shipment, if transportation is f.a.s.

(named port of shipment). If the named port of shipment has warehouse/berth/terminal/transload facilities available and contractor’s shipment(s) is unloaded into such a facility as named by the ocean carrier rather than placed alongside vessel on the quay or in lighters, then risk of loss to supplies shall pass from the contractor at the point where the supplies come to rest in the warehouse/berth/terminal/ transload facility designated by the ocean carrier;

(ii) Delivery of the supplies on board the ocean vessel at the named port of shipment specified in the contract, if transportation is f.o.b. vessel;

(iii) Delivery of the supplies when placed on board the conveyance at named point of origin, if transportation is Intermodal Plant;

(iv) Delivery of the supplies to the carrier on rail cars, trucks, or carrier- supplied conveyance at the named bridge point, if transportation is Intermodal Bridge;

(v) Delivery of the supplies to the carrier on rail cars, trucks, or carrier- supplied conveyance at the bridge-port point, if transportation is Intermodal Bridge-Port.

(vi) Receipt by the Government of a warehouse receipt or a certified Form KC-228 covering supplies being delivered, if delivered Instore.

(a) Paragraph (a) of this clause shall not apply to supplies that so fail to conform to contract requirements as to give a right of rejection. The risk of loss of or damage to such nonconforming supplies remains with the Contractor until cure or acceptance. After cure or acceptance, paragraph (a) of this clause shall apply.

(b) Under paragraph (a) of this clause the Contractor shall not be liable for loss of or damage to supplies caused by the negligence of officers, agents, or employees of the Government acting within the scope of their employment.

(r) Order of Precedence – 52.212-4 Addendum

Any inconsistencies in the solicitation or contract shall be resolved by giving precedence in the following order:

(a) The Invitation for Bids

(b) Solicitation provisions

(c) Contract clauses

(d) USDA Commodity Requirements

(e) Other documents, exhibits, and attachments

52.246-11 Higher-Level Contract Quality Requirement (Dec 2014)

(a) The Contractor shall comply with the higher-level quality standard(s) listed below.

4.0, Quality Management System 5.1, Management Commitment 5.3, Quality Policy 5.5, Responsibility, Authority, Communication 5.6, Management Review (Limited to 5.6.1 and 5.6.2)

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6, Resource Management 7.1, Planning of Product Realization 7.2, Customer Related Processes 7.4, Purchasing Process 7.5, Production and Service Provision 7.6, Control, Monitoring and Measuring Devices 8.0, Measurement, Analysis and Improvement AMS uses the Federal Grain and Inspection Service (FGIS) Quality Assurance Program for monitoring contractor compliance with standards. Information concerning this program can found at the website: https://www.ams.usda.gov/services/fgis/osp/quality-assurance

(b) The Contractor shall include applicable requirements of the higher-level quality standard(s) listed in paragraph (a) of this clause and the requirement to flow down such standards, as applicable, to lower-tier subcontracts, in—

(1) Any subcontract for critical and complex items (see 46.203(b) and (c)); or

(2) When the technical requirements of a subcontract require—

i. Control of such things as design, work operations, in-process control, testing, and inspection; or

ii. Attention to such factors as organization, planning, work instructions, documentation control, and advanced metrology.

52.252-2 Clauses Incorporated by Reference (Feb 1998) This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at these addresses: https://acquisition.gov/far-overhaul/far-part-deviation-guide/far-overhaul-part-52.

The following clauses are incorporated by reference:

FAR Clause Reference

Number

Description Date (Month/Year)

52.202-1 Definitions JUN 2020 52.203-3 Gratuities APR 1984 52.203-6 with Alt I

Restrictions on Subcontractor Sales to the Government JUN 2020

52.203-12 Limitation on Payments to Influence Certain Federal Transactions

JUN 2020

52.203-17 Contractor Employee Whistleblower Rights NOV 2023 52.203-19 Prohibition on Requiring Certain Internal Confidentiality

Agreements or Statements

JAN 2017

52.204-13 System for Award Management - Maintenance NOV 2025 52.209-1 Qualification Requirements SEP 2025 https://acquisition.gov/far-overhaul/far-part-deviation-guide/far-overhaul-part-52

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52.209-6 Protecting the Government’s Interest when Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment

SEP 2025

52.209-9 Updates of Publicly Available Information Regarding Responsibility Matters

SEP 2025

52.209-10 Prohibition on Contracting with Inverted Domestic Corporations

SEP 2025

52.214-26 Audit and Records – Sealed Bidding NOV 2025 52.214-27 Price Reduction for Defective Cost or Pricing Data-

Modifications-Sealed Bidding

JUN 2020

52.214-28 Subcontractor Cost or Pricing Data-Modifications-Sealed Bidding

NOV 2025

52.219-6 Notice of Total Small Business Set-Aside NOV 2025 52.219-8 Utilization of Small Business Concerns NOV 2025 52.219-9 with Alt I

Small Business Subcontracting Plan, with Alternate I NOV 2025

52.219-14 Limitations on Subcontracting NOV 2025 52.219-16 Liquidated Damages – Subcontracting Plan NOV 2025 52.219-28 Post award Small Business Program Representation NOV 2025 52.219-33 Nonmanufacturer Rule NOV 2025 52.222-3 Convict Labor NOV 2025 52.222-90 Addressing DEI Discrimination by Federal Contractors APR 2026 52.232-11 Extras APR 1984 52.222-19 Child Labor – Cooperation with Authorities and Remedies NOV 2025 52.222-35 Equal Opportunity for Veterans NOV 2025 52.222-36 Equal Opportunity for Workers with Disabilities NOV 2025 52.222-37 Employment Reports on Veterans NOV 2025 52.222-40 Notification of Employee Rights under the National Labor

Relations Act

NOV 2025

52.222-50 Combating Trafficking in Persons NOV 2025 52.225-1 Buy American-Supplies NOV 2025 52.225-5 Trade Agreements NOV 2023 52.226-8 Encouraging Contractor Policies to Ban Text Messaging

While Driving

MAY 2024

52.232-11 Extras APR 1984 52.232-29 Terms for Financing of Purchases of Commercial

Products and Commercial Services

NOV 2021

52.232-33 Payment by Electronic Funds Transfer – System for Award Management

OCT 2018

52.232-39 Unenforceability of Unauthorized Obligations JUN 2013 52.232-40 Providing Accelerated Payments to Small Business

Subcontractors

MAR 2023

52.233-3 Protest After Award SEP 2025

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AGAR Clauses

452.203-71 Anti-Discrimination and Diversity, Equity, and Inclusion (DEI) Compliance (Dec 2025)

(a) By entering into this contract, the Contractor certifies that:

1. It is compliant with all applicable Federal anti-discrimination laws and the Equal Protection principles of the U.S. Constitution, and it will remain compliant for the duration of the contract.

2. Neither it nor any subcontractor or teaming partner operates or funds any program, policy, or initiative that promotes DEI in a manner that violates any applicable Federal anti-discrimination laws, including but not limited to Title VI and VII of the Civil Rights Act of 1964, or the Equal Protection principles of the U.S. Constitution, and the Contractor and any subcontractor or teaming partner will not do so for the duration of the contract.

(b) If the Contractor participates in, facilitates, or funds programs that implicate Title VI of the Civil Rights Act of 1964 or Title IX of the Education Amendments of 1972, as amended, including but not limited to grants to or for schools, colleges, universities, 4-H programs, non-governmental organization (NGO) programs, sports programs, and education-related grants to prisons or other detention facilities, the Contractor certifies that it will remain compliant with those laws, including the requirements set forth in Executive Order 14168, Defending Women from Gender Ideology Extremism and Restoring Biological Truth to the Federal Government, and Executive Order 14173, Ending Illegal Discrimination and Restoring Merit-Based Opportunity.

(c) The Contractor affirms that the above requirements are conditions of payment that go to the essence of the contract and are therefore material terms of the contract. Payments under the contract are predicated on compliance with the above requirements, and therefore the Contractor is not eligible for

52.233-4 Applicable Law for Breach of Contract Claim SEP 2025 52.240-91 Security Prohibitions and Exclusions NOV 2025 52.242-13 Bankruptcy JUL 1995 52.242-15 Stop-Work Order AUG 1989 52.244-6 Subcontracts for Commercial Products and Commercial

Services

APR 2026

52.246-15 Certificate of Conformance APR 1984 52.246-16 Responsibilities for Supplies APR 1984 52.247-34 F.o.b. Destination NOV 1991 52.247-58 Loading, Blocking, and Bracing of Freight Car Shipments APR 1984 52.247-64 Preference for Privately Owned U.S.-Flag Commercial

Vessels

NOV 2025

52.252-4 Alterations in Contract APR 1984 52.253-1 Computer Generated Forms NOV 2025

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funding under the contract or to retain any funding under the contract absent compliance with the above requirements.

(d) This certification reflects a change in the Government’s position regarding the materiality of the foregoing requirements and therefore any prior payment of similar claims does not reflect the materiality of the foregoing requirements to this contract.

(e) Submission of a knowing false statement relating to Contractor’s compliance with the above requirements and/or eligibility for the contract may subject the Contractor to liability under the False Claims Act, 31 U.S.C. § 3729, and/or criminal liability, including under 18 U.S.C. §§ 287 and 1001.

(f) The Contractor must include the provisions of this clause in all subcontract solicitations.

(g) Failure on the part of the Contractor or its subcontractors to comply with the terms of this clause may be grounds for the Contracting Officer to terminate this contract for default.

(End of Clause)

452.203-72 Unenforceable Supplier Terms (May 2026)

(a) Definitions Supplier terms mean provisions customarily drafted by vendors of supplies or services and intended to create a binding legal obligation on the end user. The term applies:

1. Regardless of the format or style of the document. For example, supplier terms may appear in standard terms of sale or lease, Terms of Service (TOS), End User License Agreement (EULA), or another similar legal instrument or agreement, and may be presented as part of a proposal or quotation responding to a solicitation for a contract or order or otherwise become effective after the contract date.

2. Regardless of the media or delivery mechanism used. For example, supplier terms may be presented as one or more paper documents or may appear on a computer or other electronic device screen during a purchase, software installation, other product delivery, registration for a service, or another transaction.

(b) Applicability. When any supply or service acquired under this contract is subject to supplier terms, the supplier terms are deemed part of the contract only to the extent they are consistent with this clause. Supplier terms that conflict with any part of this clause, the contract, or Federal law are void and will not be considered incorporated into a contract, even if they are physically present in a contract documentation or systems. In the event of any inconsistency between supplier terms and this contract, this clause and the terms of the Government contract must govern and supersede any supplier terms in all cases.

(c) Authorization Required. Notwithstanding any other provision, no supplier terms must be binding on the Government unless the term is expressly authorized on the USDA Supplier Terms Authorization Form signed by the Contracting Officer, and the completed Authorization Form has been incorporated into the contract.

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(d) Unenforceable Terms. Any supplier terms that impose obligations or restrictions inconsistent with applicable Federal law are unenforceable against the Government and deemed stricken from the agreement. This includes, but is not limited to, any clause that:

1. Requires the Government to pay future fees, penalties, interest, legal costs, early-termination fees, cancellation fees, minimum purchase commitments, true-up payments, seat-count minimums, usage minimums, continued-use charges, or any other financial obligation not expressly authorized by the contract.

2. Requires the Government to indemnify the contractor or any other entity.

3. Restricts the Government’s ability to obtain similar supplies or services from another source.

4. Imposes any penalty, financial or otherwise, based on the Government’s decision not to exercise an option.

5. Subjects the United States Government to the laws of any U.S. state, territory, district, municipality, or foreign nation, except where Federal law expressly permits such application.

6. Requires dispute resolution in a forum or venue other than one prescribed by applicable Federal law.

7. Establishes a period of limitations for bringing an action that differs from that provided by applicable Federal law.

8. Grants the contractor rights to use, mine, access, aggregate, analyze, or otherwise exploit

Government data, usage data, or metadata.

9. Deems the Government to have accepted initial or revised terms based on silence, continued performance, or failure to object.

10. Grants the supplier the right to audit Government facilities, systems, records, or use of the product or service, except as expressly authorized by the contract and applicable Federal law.

11. Requires the Government to accept supplier security requirements, network access requirements, monitoring, penetration testing, or other technical or security measures.

12. Permits the supplier to suspend, degrade, or terminate access to products or services based on alleged non-payment, alleged breach, automated security triggers.

13. Limits the Government’s right to use, install, access, test, evaluate, or transfer the licensed product or service in any manner consistent with the contract and Federal law.

14. Requires the Government to store, process, maintain, or transmit data in a particular geographic location, or permits the supplier to transfer Government data outside the United States, except as expressly authorized by applicable Federal law.

15. Authorizes the supplier to use the Government’s name, seal, trademark, logo, or any reference to the Government as an end user or customer for marketing, publicity, promotional activities, press releases, or similar purposes.

16. Incorporates by reference, or requires the Government to accept, terms or conditions imposed by any third party, subcontractor, or upstream service provider, unless such terms are expressly incorporated into the contract by bilateral modification.

17. Limits, conditions, or negates the contractor’s performance obligations, service levels, or remedies through a supplier-provided service level agreement (SLA).

18. Uses Government data, usage data, metadata, prompts, content, or interactions to train, fine-tune, improve, or derive any artificial intelligence, machine learning, or automated

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decision-making model.

19. Subjects the Government to automated decision-making, automated risk scoring, automated content moderation, or any algorithmic process that may affect access, performance, or rights under the contract.

20. Utilizes artificial intelligence or algorithmic tools that produce decisions, recommendations, or outputs affecting contract performance without providing transparency, explainability, auditability, and bias-mitigation consistent with applicable Federal law and policy.

21. Profiles, tracks, or analyzes Government user behavior, preferences, communications, or interactions for personalization, marketing, or algorithmic optimization purposes.

(e) Non-binding Actions. Neither the Government nor any Government authorized end user is deemed to have consented to any term, condition, or clause by virtue of its inclusion in the supplier agreement or through the use of clickwrap, browsewrap, “I agree” mechanisms, or similar means. Execution of such mechanisms does not bind the Government or its authorized end users to any unenforceable terms.

(f) End user. The supplier agreement must bind the ordering activity as the end user to the extent it does not conflict with the terms of this clause, but it must not bind or impose personal liability on any Government employee or any person acting on behalf of the Government in their personal capacity.

(g) Law and disputes. The supplier agreement is governed by Federal law.

(h) Statutory exception. This clause does not apply to indemnification or any other payment by the Government that is expressly authorized by statute and specifically authorized under applicable agency regulations and procedures.

(i) Continued performance. The supplier or licensor must not unilaterally revoke, terminate, or suspend any rights granted to the Government except as allowed by the contract. If the supplier or licensor believes the ordering activity to be in breach of the supplier agreement, it must pursue its rights under the Contract Disputes Act or other applicable Federal statute while proceeding diligently with performance, pending final resolution of any dispute in accordance with the Disputes Clause at FAR 52.212-4(d) or FAR 52.233-1, as applicable.

(j) Arbitration. Binding arbitration must not be used unless specifically authorized by agency guidance.

(k) Equitable or injunctive relief. Equitable or injunctive relief, including the award of attorney fees, costs, or interest, may be awarded against the United States Government only when explicitly provided by statute (e.g., the Prompt Payment Act or the Equal Access to Justice Act).

(l) Revisions to supplier agreements. Any revisions to the supplier agreement must be incorporated into the contract using a bilateral modification. Unilateral revisions are not binding on the Government.

(m) No automatic renewals. If any license or service tied to periodic payment is provided under the supplier agreement (e.g., annual software maintenance or annual lease term), such license or service

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must not renew automatically upon expiration of its current term without prior express written consent from an authorized Government representative.

(n) Indemnification. Any clause of the supplier agreement requiring the supplier or licensor to defend or indemnify the end user is amended to provide that the U.S. Department of Justice has the sole right to represent the United States in any such action, in accordance with 28 U.S.C. 516.

(o) Taxes or surcharges. Any taxes or surcharges which the supplier or licensor seeks to pass along to the Government as end user will be governed by the terms of the associated Government contract or order and must be submitted to the Contracting Officer for a determination of applicability prior to invoicing unless specifically agreed otherwise.

(p) Non-assignment. The supplier agreement may not be assigned, nor may any rights or obligations thereunder be delegated, without the Government’s prior approval, except as expressly permitted by FAR 52.212-4(b) or FAR 52.232-23, as applicable.

(q) Confidential information. If the supplier agreement includes a confidentiality clause, such clause is amended to state that neither the agreement nor the contract price list, as applicable, must be deemed “confidential information.” Issues regarding release of “unit pricing” will be resolved consistent with the Freedom of Information Act. Notwithstanding anything in the supplier agreement to the contrary, the Government may retain any confidential information as required by law, regulation, or its internal document retention procedures for legal, regulatory, or compliance purposes; provided, however, that all such retained confidential information will continue to be subject to the confidentiality obligations of the supplier agreement.

(r) Conflict with Federal law. If any other language, provision, or clause of the supplier agreement conflicts or is inconsistent with Federal law or the terms and conditions of this contract, such language, provisions, or clauses will be considered null and void and will not be binding on the United States Government.

(End of Clause)

452.204-70 Modification for Contract Closeout (Apr 2026)

a) If unliquidated funds in the amount of $1000 or less remain on the contract, the Contracting Officer (Contracting Officer) may issue a unilateral modification for deobligation. The contractor will receive a copy of the modification but is not required to provide a signature. The Contracting Officer will immediately proceed with contract closeout upon completion of the period of performance, receipt and acceptance of supplies or services, and final payment.

b) For commercial contracts not exceeding the simplified acquisition procedure threshold under FAR 12.001(c), if more than $1,000 in unliquidated funds remain at closeout, the Contracting Officer will issue a bilateral deobligation modification. Only the modification requires the contractor’s signature, though a Release of Claims may be requested. If the required documents are not returned within 60 days, the Contracting Officer will issue a unilateral modification and proceed with closeout once performance is complete, acceptance is confirmed, and final

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payment is made.

c) For all other non-commercial or non–cost-reimbursement contracts, if more than $1,000 in unliquidated funds remain at closeout, the Contracting Officer will issue a bilateral deobligation modification and a Release of Claims, both requiring contractor signature. If these documents are not returned within 120 days, the Contracting Officer will issue a unilateral modification u and proceed with closeout upon completion of performance, acceptance, and final payment.

452.204–72 Use of Electronic Data Interchange (EDI) or Other Automation Technologies (Apr 2026)

a) In the event that Electronic Data Interchange (EDI) functionality or other automation technologies such as Robotics Process Automation is utilized to facilitate electronic transactions between USDA and its contractors, it is the sole responsibility of the contractor to ensure accuracy of the electronically transferred data. The Government’s electronic system must serve as the system of record for all data exchanged or retrieved.

b) The Government must not be liable to the contractor for any delay or failure associated with EDI or other automation technologies. The contractor’s use of this service is at the contractor’s sole risk. For electronic or automated services provided by USDA to the contractor, the services are provided on an “as is” and “as available” basis. For electronic or automated services provided by the contractor that interact with the USDA electronic systems, the USDA is not responsible for any costs incurred by the contractor related to the development, test, or support of the services. The contractor must be responsible for all fees associated with EDI. The contractor is responsible for the confidentiality and security of its systems, interfaces, interconnections, and any documents that the customer receives from The Government pursuant to the contract.

c) The Government reserves the right to restrict, refuse, or cancel any participation in EDI services.

(c) (End of Clause)

452.211-71 Variation in Quantity (Sep 2025)

(a) A variation in quantity of any item called for by this contract will not be accepted unless the variation has been caused by conditions of loading, shipping or packing, or allowances in manufacturing process, and then only to the extent, if any specified in paragraph (b) of this clause.

(b) The permissible variation shall be limited to:

Zero (0) percent increase Zero (0) percent decrease.

452.211-74 Delivery Instructions – Commodity Procurement (Sep 2025)

The Government will issue electronic purchase orders in WBSCM and notify the contractor via email. The contractor must ensure it can receive emails during the contract and maintain an

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accurate email address on file. The Government is not responsible for email receipt failures due to contractor equipment or software issues. The Government reserves the right to also issue Purchase Orders by alternative methods, including fax or regular mail.

(End of clause)

452.211-75 Advance Shipment Notice (ASN) and Unloading Appointment (Sep 2025)

(a) The Contractor shall enter a WBSCM advanced shipment notice (ASN) on or before the shipment date. Contractors are encouraged to create the ASN as soon as a delivery appointment is scheduled, but no less than 24 hours beforehand. Accurate information must be provided in the ASN, which alerts the recipient agency of the shipment. Advanced shipment notices shall include:

1. Shipper’s name

2. Commodity

3. Sales Order or Requisition Number (SO or RN)

4. Units per (SO or RN)

5. Destination

6. Purchase Order Number

7. Ship date

8. Mode of transportation. If truck, anticipated date of arrival.

Note: USDA has provided an excel template in a comma delimited (csv) format that allows the Contractor to upload purchase order line items that will create multiple ASNs.

(b) Creating the ASN does not exempt the Contractor or subcontractor from securing an unloading appointment, which is mandatory for all deliveries.

(c) Delivery appointments shall be scheduled as far in advance of expected delivery as possible, but not less than 72 hours prior to delivery by contacting a responsible representative at the applicable Purchase Order Item’s Ship-to-Address for an unload appointment. Reference the Purchase Order (PO) Number, PO Item Number, and when provided, the Sales Order (SO) Number and SO Item Number for which the appointment is being scheduled. The contractor is fully responsible for any issues caused by failing to schedule or being late for appointments.

(d) The Contractor may deliver early if the recipient agency agrees to accept early delivery, there is no additional cost to the Government, and upon AMS personnel being available to perform any necessary check loading and acceptance requirements, if applicable.

452.211-80 Regulatory Requirements for Commodities and Packaging – International (Sep 2025)

(a) The commodity shall conform to the applicable provisions of the “Federal Food, Drug, and Cosmetic Act” (21 U.S.C. 301 et. seq.), as amended, and the relevant regulations, including applicable Food Safety Modernization Act regulations (FSM), and sections in the Public Health

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Security and Bioterrorism Preparedness and Response Act of 2002 (the Bioterrorism Act). The contractor shall comply with all applicable Federal, State, and local laws, executive orders, rules, and regulations related to its performance under this contract.

(b) All containers and packaging materials must comply with the Coalition of Northeast Governors (CONEG) model legislation. The combined concentration of lead, cadmium, mercury, and/or hexavalent chromium must not exceed 100 parts per million. Concentration levels should be determined using American Standard Testing Materials test methods, as revised or Environmental Protection Agency test methods for evaluating solid waste, S-W 846, as revised.

452.211-81 Carrying Charges – International (Sep 2025)

(a) For f.o.b. vessel contracts (excluding bulk oils and tallow), if the Government fails to take delivery by the end of the delivery period for reasons beyond the control of the contractor, the Government will pay carrying charges of 18 cents per metric ton per day. This starts the day after the delivery period ends and continues until the vessel presents a valid Notice of Readiness (NOR). The vessel must have passed all inspections and be ready to load grain. The NOR must be presented during business hours (0900-1600 local time, Monday to Friday, and 0900-1200 Saturday, excluding federal holidays or a holiday listed on the elevator tariff). NORs filed after hours will be considered presented on the next business day.

(b) For f.o.b. vessel contracts for bulk oil and tallow, if the Government fails to take delivery by the end of the delivery period for reasons beyond the contractor’s control, the Government will pay a premium based on the actual (noncumulative) number of days delivery period is exceeded until the vessel presents the NOR as follows:

1. If exceeded by 1, 2, 3, or 4 days, ½ of 1 percent of the f.o.b. price;

2. If exceeded by 5 or 6 days, 1 percent of the f.o.b. price;

3. If exceeded by 7 or 8 days, 1 ½ percent of the f.o.b. price;

4. If exceeded by more than 8 days, an additional premium of ¼ of 1 percent of the f.o.b. price for each day beyond 8 days.

(c) If the f.o.b. vessel contract contains multiple prices, the premium shall be calculated on the weighted average of the contract prices.

452.211-78 Compensation for Delays in Delivery (Sep 2025)

(a) If the Contractor cannot meet the Not-Later-Than (NLT) delivery date, the Contractor shall notify the Contracting Officer immediately. If the delay is beyond the Contractor’s control, they must request an extension at least three days before the NLT date. Failure to submit the request or denial of the extension request will result in liquidated damages per FAR clause

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52.211-11. Extension requests submitted after the NLT date or delay requests due to weekends/Federal holidays will not be accepted. The request shall include the following information:

1) Applicable, identifiable contract and contract line-item information;

2) Documentation evidencing the event and how that event is beyond the control or negligence of the Contractor;

3) Estimated delivery dates that the product will be delivered, and;

4) Any additional information requested by the contracting officer.

(b) If a Contractor’s product is rejected, they must delivery an acceptable replacement by the NLT delivery date to avoid liquidated damages. If the replacement arrives after the NLT delivery date, liquidated damages will be assessed.

(c) When deliveries are made by contract carrier or vendor’s own vehicle, the date shown on the signed commercial bill of lading will be considered the date of delivery.

4A52.219-91 The HUBZone Program (Aug 2022)

(a) The Government will award contracts to eligible HUBZone small business concerns in accordance with FAR Subpart 19.13, except for price evaluation preference mandated by the provisions of 15 U.S.C. 657a.

(b) For agricultural commodities procured on the basis of full and open competition for international food aid programs, the price offered by a qualified HUBZone small business concern shall be deemed as being lower than the price offered by another offeror (other than another small business concern), if the price offered by the qualified HUBZone small business concern is not more than 5 percent higher than the price offered by the otherwise lowest, responsive, and responsible offeror.

(1) The price evaluation…