(b) If any price, including profit or fee, negotiated in connection
with any modification under this clause, or any cost reimbursable under
this contract, was increased by any significant amount because (1) the
Contractor or a subcontractor furnished cost or pricing data that were not
complete, accurate, and current as certified in its Certificate of Current
Cost or Pricing Data, (2) a subcontractor or prospective subcontractor
furnished the Contractor cost or pricing data that were not complete,
accurate, and current as certified in the Contractor's Certificate of
Current Cost or Pricing Data, or (3) any of these parties furnished data of
any description that were not accurate, the price or cost shall be reduced
accordingly and the contract shall be modified to reflect the reduction.
This right to a price reduction is limited to that resulting from defects
in data relating to modifications for which this clause becomes operative
under paragraph (a) of this clause.
(c) Any reduction in the contract price under paragraph (b) of this
clause due to defective data from a prospective subcontractor that was not
subsequently awarded the subcontract shall be limited to the amount, plus
applicable overhead and profit markup, by which (1) the actual subcontract
or (2) the actual cost to the Contractor, if there was no subcontract, was
less than the prospective subcontract cost estimate submitted by the
Contractor; provided, that the actual subcontract price was not itself
affected by defective cost or pricing data.
(1) If the Contracting Officer determines under paragraph (b) of
this clause that a price or cost reduction should be made, the Contractor
agrees not to raise the following matters as a defense:
(i) The Contractor or subcontractor was a sole source
supplier or otherwise was in a superior bargaining position and thus the
price of the contract would not have been modified even if accurate,
complete, and current cost or pricing data had been submitted.
(ii) The Contracting Officer should have known that the cost
or pricing data in issue were defective even though the Contractor or
subcontractor took no affirmative action to bring the character of the data
to the attention of the Contracting Officer.
(iii) The contract was based on an agreement about the total
cost of the contract and there was no agreement about the cost of each item
procured under the contract.
(iv) The Contractor or subcontractor did not submit a
Certificate of Current Cost or Pricing Data.
(i) Except as prohibited by subdivision (d)(2)(ii) of this
clause, an offset in an amount determined appropriate by the Contracting
Officer based upon the facts shall be allowed against the amount of a
contract price reduction if--
(A) The Contractor certifies to the Contracting Officer
that, to the best of the Contractor's knowledge and belief, the Contractor
is entitled to the offset in the amount requested; and