Commercial supplier agreements

CSAs are terms and conditions contractors offer to the public. When using MAS contracts, you must review and manage CSAs to ensure compliance with federal acquisition rules, and negotiate addenda as needed, while being aware of the rules of precedence that make certain CSA terms unenforceable.

When and why CSAs are used

• Intended to create a binding obligation on the end user
• Often presented with proposals, quotes, or order modifications
• Common in IT acquisitions such as software end user license agreements, products and services, and cloud solutions, CSAs also appear in many other sectors, including travel, telecom, financial services, and building systems, even below the simplified acquisition threshold

Why CSAs matter

• Many CSA terms are acceptable in the private sector but are improper or illegal for the federal government when they have indemnification clauses, choice of law, or automatic renewals.
• Federal acquisition rules ensure that any CSA language conflicting with law or regulation is unenforceable.

Your role

When awarding or modifying an order that involves a CSA:

• Check for an approved CSA at the contract level.
  • Use eLibrary to review awarded contract terms and conditions to determine if a CSA has already been incorporated into the base MAS contract.
  • If necessary, contact our MAS contracting officer to confirm CSA terms included in the base MAS contract.
• If an approved CSA exists at the MAS level:
  • Do not accept a new CSA.
  • Review the approved CSA to determine if changes are necessary for your order.
  • If no changes are required, proceed with the award.
  • If you need to make changes, negotiate an addendum to the approved CSA (but ensure the addendum does not conflict with the MAS contract terms).
• If no approved CSA exists at the MAS level, coordinate with the MAS contracting officer before taking further action.

Rules of precendence

• All MAS contracts include GSAR clause 552.212-4 which outlines that CSA terms are subordinate to government contract clauses.
• Order of precendence:
  • Assignments
  • Disputes
  • Payments
• Invoice
• Other compliance clauses
• Compliance with laws unique to government contracts
• Unauthorized obligations
• Commercial supplier agreements – unenforceable clauses
• Addenda to the solicitation or contract, including CSAs as amended by the unenforceable clauses provision