Historical Standard Notes
A114.000
SPECIAL TOOLING AND/OR SPECIAL TEST EQUIPMENT ACCOUNTABLE UNDER CONTRACT
NUMBER(S) _____ IS HEREBY AUTHORIZED FOR USE IN THE PERFORMANCE OF THIS
PURCHASE ORDER IN ACCORDANCE WITH SUCH AUTHORIZATION GRANTED IN BUYER'S
PRIME CONTRACT OR HIGHER-TIER SUBCONTRACT SHOWN ON THE FACE OF THIS ORDER.
A114
Clause A114: Special tooling and/or special test equipment accountable under contract number(s)
_____ is hereby authorized for use in the performance of this Order in accordance with such
authorization granted in Buyer's prime contract or higher-tier subcontract shown on the face of this
Order.
(11-8-11)
A116.000
A SEPARATE PURCHASE ORDER WILL BE ISSUED FOR SELLER-MADE TOOLING UNDER
PURCHASE ORDER NUMBER _____.
A116
Clause A116: A separate order will be issued for Seller-made tooling under order number _____.
(11-8-11)
A117.000
SPECIAL TOOLING (ST): ALL PROSPECTIVE SUPPLIERS MUST COMPLETE THE FOLLOWING ST
QUESTIONNAIRE (CHECK APPROPRIATE SPACES, SIGN, COPY AND RETURN THIS NOTE WITH
YOUR RFQ/RFP RESPONSE).
(A)
EXISTING ST: PERFORMANCE OF WORK UNDER THE PROPOSED SUBCONTRACT OR
PURCHASE ORDER -(1)
WILL ( ), WILL NOT ( ) REQUIRE USE OF EXISTING GOVERNMENT-OWNED ST;
(2)
WILL ( ), WILL NOT ( ) REQUIRE USE OF EXISTING ST, ACQUIRED OR
MANUFACTURED FOR USE IN THE PERFORMANCE OF A GOVERNMENT
PRIME CONTRACT WHICH CONTAINS A ST CLAUSE, TITLE TO WHICH HAS
NOT BEEN TRANSFERRED TO THE GOVERNMENT;
(3)
WILL ( ), WILL NOT ( ) REQUIRE USE OF EXISTING ST, ACQUIRED OR
MANUFACTURED FOR USE IN THE PERFORMANCE OF A SUBCONTRACT OR
ORDER WHICH CONTAINS A GOVERNMENT OR COMPARABLE ST CLAUSE,
TITLE TO WHICH HAS NOT BEEN TRANSFERRED TO THE GOVERNMENT.
IF USE OF EXISTING ST IS REQUIRED, OFFEROR SHALL INDICATE CONTRACT(S) OF
ACCOUNTABILITY AND INDIVIDUAL CONTRACT VALUE OF THE ST.
(B)
NEW, ADDITIONAL, AND/OR REPLACEMENT ST: PERFORMANCE OF WORK UNDER
PROPOSED SUBCONTRACT OR PURCHASE ORDER WILL ( ), WILL NOT ( ) REQUIRE
NEW, ADDITIONAL, OR REPLACEMENT ST.
(C)
IF ST IS REQUIRED, OFFEROR SHALL SUBMIT A PRELIMINARY LIST (FORM 2-80226) OF
SUCH TOOLING WITH THE QUOTATION (SEE T-55, OR T-56 FOR COPY OF FORM).
ADDITIONAL JUSTIFICATION SUPPORTING ST COSTS, ETC., IS REQUIRED AS
FOLLOWS:
(D)
(1)
A BREAKDOWN OF COSTS ASSOCIATED THEREWITH.
(2)
GENERAL NOMENCLATURE AND DESCRIPTION INDICATING SIZE AND
CAPACITY.
(3)
SPECIAL CHARACTERISTICS DEEMED PERTINENT TO THE CLASSIFICATION
OF THE ITEM AS "SPECIAL TOOLING" WITHIN THE MEANING OF THE "SPECIAL
TOOLING" CLAUSE.
ANY SPECIAL TOOLING AUTHORIZED TO BE ACQUIRED UNDER ANY RESULTING
Page 1 of 237
SUBCONTRACT OR PURCHASE ORDER WILL BE ACQUIRED IN ACCORDANCE WITH
THE TERMS AND CONDITIONS OF THE SUBCONTRACT OR PURCHASE ORDER.
(E)
A SUBSEQUENT CERTIFIED LIST OF ALL ST (FORM 2-80226) MUST BE SUPPLIED
UNDER ANY RESULTING SUBCONTRACT OR PURCHASE ORDER AFTER AGREEMENT
ON PRICE AND APPROVAL OF FIRST PARTS THEREFROM.
COMPANY NAME: _______________________
DATE: ________________________
A117.001
SIGNATURE: ___________________________
TITLE: _________________________________
SPECIAL TOOLING (ST): ALL PROSPECTIVE SUPPLIERS MUST COMPLETE THE FOLLOWING ST
QUESTIONNAIRE (CHECK APPROPRIATE SPACES, SIGN, COPY AND RETURN THIS NOTE WITH
YOUR RFQ/RFP RESPONSE).
(A)
EXISTING ST: PERFORMANCE OF WORK UNDER THE PROPOSED SUBCONTRACT OR
PURCHASE ORDER -(1)
WILL ( ), WILL NOT ( ) REQUIRE USE OF EXISTING BUYER OR BUYER’S
CUSTOMER OWNED ST;
(2)
WILL ( ), WILL NOT ( ) REQUIRE USE OF EXISTING ST, ACQUIRED OR
MANUFACTURED FOR USE IN THE PERFORMANCE OF A GOVERNMENT
PRIME CONTRACT WHICH CONTAINS A ST CLAUSE, TITLE TO WHICH HAS
NOT BEEN TRANSFERRED TO THE GOVERNMENT;
(3)
WILL ( ), WILL NOT ( ) REQUIRE USE OF EXISTING ST, ACQUIRED OR
MANUFACTURED FOR USE IN THE PERFORMANCE OF A SUBCONTRACT OR
ORDER WHICH CONTAINS A ST CLAUSE, TITLE TO WHICH HAS NOT BEEN
TRANSFERRED TO THE GOVERNMENT.
IF USE OF EXISTING ST IS REQUIRED, OFFEROR SHALL INDICATE CONTRACT(S) OF
ACCOUNTABILITY AND INDIVIDUAL CONTRACT VALUE OF THE ST.
(B)
NEW, ADDITIONAL, AND/OR REPLACEMENT ST: PERFORMANCE OF WORK UNDER
PROPOSED SUBCONTRACT OR PURCHASE ORDER WILL ( ), WILL NOT ( ) REQUIRE
NEW, ADDITIONAL, OR REPLACEMENT ST.
(C)
IF ST IS REQUIRED, OFFEROR SHALL SUBMIT A PRELIMINARY LIST (FORM 2-80226) OF
SUCH TOOLING WITH THE QUOTATION (SEE BUYER’S PROPERTY AND TOOLING
REQUIREMENTS MANUAL FOR COPY OF FORM). ADDITIONAL JUSTIFICATION
SUPPORTING ST COSTS, ETC., IS REQUIRED AS FOLLOWS:
(1)
A BREAKDOWN OF COSTS ASSOCIATED THEREWITH.
(2)
GENERAL NOMENCLATURE AND DESCRIPTION INDICATING SIZE AND
CAPACITY.
(3)
SPECIAL CHARACTERISTICS DEEMED PERTINENT TO THE CLASSIFICATION
OF THE ITEM AS "SPECIAL TOOLING" WITHIN THE MEANING SET FORTH IN
BUYER’S PROPERTY AND TOOLING REQUIREMENTS MANUAL.
(D)
ANY SPECIAL TOOLING AUTHORIZED TO BE ACQUIRED UNDER ANY RESULTING
SUBCONTRACT OR PURCHASE ORDER WILL BE ACQUIRED IN ACCORDANCE WITH
THE TERMS AND CONDITIONS OF THE SUBCONTRACT OR PURCHASE ORDER.
(E)
A SUBSEQUENT CERTIFIED LIST OF ALL ST (FORM 2-80226) MUST BE SUPPLIED
UNDER ANY RESULTING SUBCONTRACT OR PURCHASE ORDER AFTER AGREEMENT
ON PRICE AND APPROVAL OF FIRST PARTS THEREFROM.
COMPANY NAME: _______________________
DATE: ________________________
A117
(11-8-11)
SIGNATURE: ___________________________
TITLE: _________________________________
Special tooling (ST): All prospective Sellers must complete the following ST questionnaire (check
appropriate spaces, sign, copy and return this note with your RFQ/RFP response).
(a)
Existing ST: performance of work under the proposed subcontract or order-
Page 2 of 237
(1)
Will ( ), will not ( ) require use of existing Buyer or Buyer’s customer owned ST;
(2)
Will ( ), will not ( ) require use of existing ST, acquired or manufactured for use in the
performance of a Government prime contract which contains an ST clause, title to which has not been
transferred to the Government;
(3)
Will ( ), will not ( ) require use of existing ST, acquired or manufactured for use in the
performance of a subcontract or order which contains an ST clause, title to which has not been
transferred to the Government.
If use of existing ST is required, offeror shall indicate contract(s) of accountability and individual
contract value of the ST.
(b)
New, additional, and/or replacement ST: performance of work under proposed subcontract or
order will ( ), will not ( ) require new, additional, or replacement ST.
(c)
If ST is required, offeror shall submit a preliminary list (form 2-80226) of such tooling with the
quotation (see Buyer’s Property and Tooling Requirements Manual for copy of form). Additional
justification supporting ST costs, etc., is required as follows:
(1)
A breakdown of costs associated therewith.
(2)
General nomenclature and description indicating size and capacity.
(3)
Special characteristics deemed pertinent to the classification of the item as "special tooling"
within the meaning set forth in Buyer’s Property and Tooling Requirements Manual.
(d)
Any special tooling authorized to be acquired under any resulting subcontract or order will be
acquired in accordance with the terms and conditions of the subcontract or order.
(e)
A subsequent certified list of all ST (form 2-80226) must be supplied under any resulting
subcontract or order after agreement on price and approval of first parts therefrom.
Company name: _______________________
Signature: __________________________
Title: ______________________________
Date: _______________________________
A118.000
SPECIAL TEST EQUIPMENT (STE): ALL PROSPECTIVE SUPPLIERS MUST COMPLETE THE
FOLLOWING STE QUESTIONNAIRE (CHECK APPROPRIATE SPACES, SIGN, COPY AND RETURN
THIS NOTE WITH YOUR RFQ/RFP RESPONSE).
(A)
OFFEROR DOES ( ), DOES NOT ( ) INTEND TO ACQUIRE STE AS DEFINED IN THE STE
CLAUSE OF THIS RFQ/RFP COSTING LESS THAN $1,000 FOR USE IN PERFORMANCE
OF WORK UNDER THE PROPOSED SUBCONTRACT OR PURCHASE ORDER.
(B)
OFFEROR DOES ( ), DOES NOT ( ) INTEND TO ACQUIRE STE AS DEFINED ABOVE
COSTING $1,000 OR MORE FOR USE IN PERFORMANCE OF WORK UNDER THE
PROPOSED SUBCONTRACT OR PURCHASE ORDER
(C)
IF THE ANSWER TO EITHER (A) OR (B). ABOVE IS AFFIRMATIVE, TERMS AND
CONDITIONS DOCUMENT T-55 OR T-56, AS APPLICABLE, IS HEREBY MADE A PART OF
THE CONDITIONS OF OFFEROR'S PROPOSAL AND WILL BECOME A PART OF ANY
RESULTING SUBCONTRACT OR PURCHASE ORDER.
(D)
IF THE ANSWER TO (B) ABOVE IS AFFIRMATIVE, THEN THE FOLLOWING INFORMATION
MUST BE SUBMITTED WITH OFFEROR'S PROPOSAL:
(1)
A BREAKDOWN OF COSTS ASSOCIATED THEREWITH INCLUDING THE
FOLLOWING RELATIVE TO TEST EQUIPMENT AND COMPONENTS THEREOF:
(A)
A LIST OF ALTERNATE ITEMS THAT COULD BE USED, IF ANY.
(B)
GENERAL NOMENCLATURE AND DESCRIPTION OF SIZE AND
CAPACITY INCLUDING MANUFACTURER'S CATALOG NUMBER AND
SELLING PRICE.
Page 3 of 237
(C)
MANUFACTURER'S NAMES AND CODE NUMBERS.
(D)
ESTIMATED
COST
OF
ANY
COMPONENTS COSTING $1,000 OR MORE.
GENERAL
PURPOSE
(E)
FOR COMPONENTS UNDER (D) ABOVE, INCLUDE FEDERAL
STOCK NUMBER OR DEFENSE LOGISTICS CENTER SCREENING
(DLCS) CERTIFYING THAT NO FEDERAL STOCK NUMBER EXISTS.
(NOTE: IF THIS IS NOT KNOWN, IT MAY BE OMITTED INITIALLY;
HOWEVER, THE SUCCESSFUL OFFEROR MUST COMPLY PRIOR TO
RECEIPT OF A PURCHASE ORDER.)
(2)
SPECIAL CHARACTERISTICS DEEMED PERTINENT TO THE
CLASSIFICATION OF THE ITEM AS "STE" WITHIN THE MEANING OF THE "STE"
CLAUSE OF THIS RFQ/RFP.
(E)
OFFEROR DOES ( ), DOES NOT ( ) INTEND TO USE EXISTING STE. IF YES, AND SUCH
STE IS ACCOUNTABLE UNDER OTHER THAN A BUYER CONTRACT, THE
ACCOUNTABLE CONTRACT NUMBER AND IDENTIFICATION OF THE COGNIZANT
ADMINISTRATIVE CONTRACTING OFFICER MUST BE PROVIDED SO THAT RENT-FREE
USE CAN BE REQUESTED.
COMPANY NAME: ____________________ SIGNATURE: ________________________________
DATE: ______________________________ TITLE: _____________________________________
A118.001
SPECIAL TEST EQUIPMENT (STE): ALL PROSPECTIVE SUPPLIERS MUST COMPLETE THE
FOLLOWING STE QUESTIONNAIRE (CHECK APPROPRIATE SPACES, SIGN, COPY AND RETURN
THIS NOTE WITH YOUR RFQ/RFP RESPONSE).
(A)
OFFEROR DOES ( ), DOES NOT ( ) INTEND TO ACQUIRE STE AS DEFINED IN THE STE
CLAUSE OF THIS RFQ/RFP COSTING LESS THAN $1,000 FOR USE IN PERFORMANCE
OF WORK UNDER THE PROPOSED SUBCONTRACT OR PURCHASE ORDER.
(B)
OFFEROR DOES ( ), DOES NOT ( ) INTEND TO ACQUIRE STE AS DEFINED ABOVE
COSTING $1,000 OR MORE FOR USE IN PERFORMANCE OF WORK UNDER THE
PROPOSED SUBCONTRACT OR PURCHASE ORDER
(C)
IF THE ANSWER TO EITHER (A) OR (B) ABOVE IS AFFIRMATIVE, THE REQUIREMENTS
OF THE BUYER’S PROPERTY AND TOOLING REQUIREMENTS MANUAL ARE HEREBY
MADE A PART OF THE CONDITIONS OF OFFEROR'S PROPOSAL AND WILL BECOME A
PART OF ANY RESULTING SUBCONTRACT OR PURCHASE ORDER.
(D)
IF THE ANSWER TO (B) ABOVE IS AFFIRMATIVE, THEN THE FOLLOWING INFORMATION
MUST BE SUBMITTED WITH OFFEROR'S PROPOSAL:
(1)
A BREAKDOWN OF COSTS ASSOCIATED THEREWITH INCLUDING THE
FOLLOWING RELATIVE TO TEST EQUIPMENT AND COMPONENTS THEREOF:
(A)
A LIST OF ALTERNATE ITEMS THAT COULD BE USED, IF ANY.
(B)
GENERAL NOMENCLATURE AND DESCRIPTION OF SIZE AND
CAPACITY INCLUDING MANUFACTURER'S CATALOG NUMBER AND
SELLING PRICE.
(C)
MANUFACTURER'S NAMES AND CODE NUMBERS.
(D)
ESTIMATED COST OF ANY GENERAL PURPOSE
COMPONENTS COSTING $1,000 OR MORE.
(E)
FOR COMPONENTS UNDER (D) ABOVE, INCLUDE FEDERAL
STOCK NUMBER OR DEFENSE LOGISTICS CENTER SCREENING
(DLCS) CERTIFYING THAT NO FEDERAL STOCK NUMBER EXISTS.
(NOTE: IF THIS IS NOT KNOWN, IT MAY BE OMITTED INITIALLY;
HOWEVER, THE SUCCESSFUL OFFEROR MUST COMPLY PRIOR TO
RECEIPT OF A PURCHASE ORDER.)
(2)
SPECIAL CHARACTERISTICS DEEMED PERTINENT TO THE
Page 4 of 237
CLASSIFICATION OF THE ITEM AS "STE" WITHIN THE MEANING OF THE "STE"
CLAUSE OF THIS RFQ/RFP.
(E)
OFFEROR DOES ( ), DOES NOT ( ) INTEND TO USE EXISTING STE. IF YES, AND SUCH
STE IS ACCOUNTABLE UNDER OTHER THAN A BUYER CONTRACT, THE
ACCOUNTABLE CONTRACT NUMBER AND IDENTIFICATION OF THE COGNIZANT
ADMINISTRATIVE CONTRACTING OFFICER MUST BE PROVIDED SO THAT RENT-FREE
USE CAN BE REQUESTED.
COMPANY NAME: ____________________ SIGNATURE: ________________________________
DATE: ______________________________ TITLE: _____________________________________
A118
(11-8-11)
Special test equipment (STE): All prospective sellers must complete the following STE questionnaire
(check appropriate spaces, sign, copy and return this note with your RFQ/RFP response).
(a)
Offeror does ( ), does not ( ) intend to acquire STE as defined in the STE clause of this
RFQ/RFP costing less than $1,000 for use in performance of work under the proposed subcontract or
order.
(b)
Offeror does ( ), does not ( ) intend to acquire STE as defined above costing $1,000 or more
for use in performance of work under the proposed subcontract or order
(c)
If the answer to either (a) or (b) above is affirmative, the requirements of the Buyer’s Property
and Tooling Requirements Manual are hereby made a part of the conditions of offeror's proposal and
will become a part of any resulting subcontract or order.
(d)
If the answer to (b) above is affirmative, then the following information must be submitted with
offeror's proposal:
(1)
A breakdown of costs associated therewith including the following relative to test equipment
and components thereof:
(a)
A list of alternate items that could be used, if any.
(b)
General nomenclature and description of size and capacity including manufacturer's catalog
number and selling price.
(c)
Manufacturer's names and code numbers.
(d)
Estimated cost of any general purpose components costing $1,000 or more.
(e)
For components under (d) above, include Federal Stock Number or Defense Logistics Center
Screening (DLCS) certifying that no Federal Stock Number exists.
(note: if this is not known, it may be omitted initially; however, the successful offeror must comply
prior to receipt of an order.)
(2)
Special characteristics deemed pertinent to the classification of the item as "STE" within the
meaning of the "STE" clause of this RFQ/RFP.
(e)
Offeror does ( ), does not ( ) intend to use existing STE. If yes, and such STE is
accountable under other than a Buyer contract, the accountable contract number and identification of
the cognizant administrative contracting officer must be provided so that rent-free use can be
requested.
Company name: ____________________
Signature: ________________________
Title: ___________________________
Date: ____________________________
A119.002
TOOL(S) MADE ON THIS PURCHASE ORDER SHALL BE CAPABLE OF PRODUCING _____ SHIP
SETS OF PARTS PER MONTH, HAVE A LIFE EXPECTANCY OF 10 YEARS, AND MUST BE
CAPABLE OF PRODUCING _____ SHIP SETS PLUS SPARES.
A119
Clause A119: Tool(s) made on this Order shall be capable of producing _____ ship sets of parts per
month, have a life expectancy of 10 years, and must be capable of producing _____ ship sets plus
Page 5 of 237
(11-8-11)
spares.
A121.001
THE PROVISIONS OF BUYER’S TOOLING SPECIFICATION FOR SUBCONTRACTORS DATED 1
AUGUST 1989 SHALL APPLY.
A123.000
TOOLING IS BEING PROVIDED BY BUYER FOR SELLER USE/RETENTION IN ACCORDANCE WITH
TOOLING CONDITIONS SET FORTH ELSEWHERE IN THIS PURCHASE ORDER. SELLER SHALL
BE RESPONSIBLE FOR CARE AND MAINTENANCE OF BUYER TOOLING PROVIDED.
A125.000
UNLESS OTHERWISE NOTED IN THIS ORDER, THE TOOLING LOT PRICE QUOTED INCLUDES
ALL TOOLING REQUIRED TO FABRICATE PART. IF ADDITIONAL TOOLING IS REQUIRED TO
FABRICATE PART(S), SAID TOOLING MUST BE IDENTIFIED TO AND SHALL BECOME PROPERTY
OF BUYER. SUCH TOOLING SHALL BE FURNISHED AT NO ADDITIONAL COST TO BUYER.
THE FOLLOWING INFORMATION IS PERTINENT TO ALL THE TOOLING ITEMIZED HEREIN.
EXACT TOOL IDENTIFICATION FORMAT WILL BE PROVIDED BY TOOLING INSPECTION AT THE
TIME OF TOOL INSPECTION BUY OFF.
A125
(11-8-11)
Clause A125: Unless otherwise noted in this Order, the tooling lot price quoted includes all tooling
required to fabricate part. If additional tooling is required to fabricate part(s), such tooling must be
identified to and shall become property of Buyer. Such tooling shall be furnished at no additional cost
to Buyer. The following information is pertinent to all the tooling itemized herein. Exact tool
identification format will be provided by tooling inspection at the time of tool inspection buy off.
A126.000
PAYMENT BY BUYER FOR CHARGES SOLELY FOR THE USE OF EXTRUSION, FORGING, DIE
CASTING OR OTHER SPECIAL TOOLING DOES NOT CONVEY OWNERSHIP TO BUYER OR ITS
CUSTOMER AND SUPPLIER REPRESENTS THAT SUCH CHARGES DO NOT CONSTITUTE THE
FULL COST OF SUCH TOOLING. SUPPLIER AGREES, WITHOUT ADDITIONAL CHARGES TO
BUYER, TO MAINTAIN AND/OR REPLACE, AT ITS EXPENSE, ALL TOOLING FOR WHICH USE
CHARGES ARE MADE FOR THE EXCLUSIVE USE OF BUYER UNTIL DISPOSITION IS OBTAINED
FROM BUYER.
A126
Clause A126: Payment by Buyer for charges solely for the use of extrusion, forging, die casting or
other special tooling does not convey ownership to Buyer or its customer and Seller represents that
such charges do not constitute the full cost of such tooling. Supplier agrees, without additional
charges to Buyer, to maintain and/or replace, at its expense, all tooling for which use charges are
made for the exclusive use of Buyer until disposition is obtained from Buyer.
(11-8-11)
A131.000
TOOL TRYOUT OF SHEET METAL TOOLS, AS CALLED OUT ON TOOL ORDER, MUST BE
ACCOMPLISHED BY SELLER. TRYOUT PARTS MUST BE ACCEPTED BY INSPECTION PRIOR TO
USING FOR FABRICATION OF SAMPLE PARTS AND TRIM TOOLS.
A131
Clause A131: Tool tryout of sheet metal tools, as called out on tool order, must be accomplished by
Seller. Tryout parts must be accepted by inspection prior to using for fabrication of sample parts and
trim tools.
(11-8-11)
A146.004
SELLER AGREES TO RETAIN SELLER-OWNED FORGING EQUIPMENT FOR A MINIMUM OF TWO
YEARS AFTER COMPLETION OF THE PRODUCTION PURCHASE ORDER AND TO CONTACT THE
BUYER BEFORE ANY DISPOSITION ACTION IS TAKEN.
A146
Clause A146: Seller agrees to retain Seller-owned forging equipment for a minimum of two years after
completion of the Order and to contact the Buyer before any disposition action is taken.
(11-8-11)
A164.003
TOOLING TO BE USED ON THIS ORDER IS SUPPLIER OWNED NON-ACCOUNTABLE TO
NORTHROP GRUMMAN, FABRICATED AT SUPPLIER'S COST AND PERMANENTLY RETAINED BY
SUPPLIER. NOT APPLICABLE TO CASTING PATTERNS OR FORGING DIES.
A164.004
TOOLING TO BE USED ON THIS ORDER IS SUPPLIER OWNED NON-ACCOUNTABLE TO BUYER,
FABRICATED AT SELLER'S COST AND PERMANENTLY RETAINED BY SELLER; EXCEPT FOR
Page 6 of 237
CASTING PATTERNS OR FORGING DIES.
A164
(11-8-11)
Clause A164: Tooling to be used on this Order is Seller owned nonaccountable to Buyer, fabricated at
Seller's cost and permanently retained by Seller; except for casting patterns or forging dies.
A170.000
NORTHROP GRUMMAN-OWNED PROPERTY PROVIDED UNDER THIS PURCHASE ORDER IS
EXEMPT FROM TERMS T-55. SUPPLIER SHALL MAINTAIN AND SAFEGUARD PROPERTY AND
UPON RETURN TO NORTHROP GRUMMAN IT SHALL BE IN AS GOOD A CONDITION OR BETTER
THAN WHEN RECEIVED. PROPERTY SHALL BE RETURNED TO NORTHROP GRUMMAN WITHIN
90 DAYS OF COMPLETION OF THE PURCHASE ORDER UPON WRITTEN INSTRUCTIONS FROM
THE BUYER.
A170.001
BUYER-OWNED PROPERTY PROVIDED UNDER THIS ORDER IS EXEMPT FROM TERMS T-55,
T-57, AND T58. SELLER SHALL MAINTAIN AND SAFEGUARD PROPERTY AND UPON RETURN TO
BUYER SUCH PROPERTY SHALL BE IN AS GOOD A CONDITION OR BETTER THAN WHEN
RECEIVED BY SELLER. SUCH PROPERTY SHALL BE RETURNED TO BUYER WITHIN 90 DAYS
OF COMPLETION OF THIS ORDER UPON WRITTEN INSTRUCTIONS FROM BUYER.
A706.000
SUPPLIER TO FABRICATE TO BUYER SUPPLIED TOOL DESIGN AND TOOL INSTRUCTIONS.
COPY OF TOOL INSTRUCTION IS TO BE STAMPED OFF BY BOTH SUPPLIER AND BUYER'S
QUALITY CONTROL AND RETURNED TO BUYER WITH THE TOOL.
A706
Clause A706: Supplier to fabricate to Buyer supplied tool design and tool instructions. Copy of tool
instruction is to be stamped off by both Seller and Buyer's quality control and returned to Buyer with
the tool.
(11-8-11)
A718.002
THE FOLLOWING ITEMS ARE NECESSARY TO COMPLETE A TAPE PACKAGE RETURNED TO
NORTHROP GRUMMAN:
1.
ROAD MAP - N.C. SKETCH IDENTIFYING THE SURFACES AND GEOMETRY USED WITHIN
THE PROGRAM AND THE NAMES ASSIGNED TO THESE SURFACES AND GEOMETRY.
ENGINEERING CHANGE CONFIGURATION SHOULD BE NOTED ON SKETCH.
2.
SOURCE PROGRAM - PUNCHED CARDS OR OTHER MEDIA USED TO ENTER THE
PROGRAM INTO THE COMPUTER.
3.
MANUSCRIPT - A COMPUTER PRINTOUT OF THE PROGRAM CONTAINING APT
(AUTOMATIC PROGRAM TOOL) SECTIONS I, III AND IV.
4.
MACHINE OPERATOR'S INSTRUCTIONS - WRITTEN DESCRIPTION OF MACHINE SET-UP
AND OPERATIONS TAKING PLACE WITHIN EACH SEQUENCE OF OPERATIONS.
5.
CUTTER SHEET - A COMPLETE LIST OF CUTTERS WITH THE GEOMETRIC DESCRIPTION
OF EACH CUTTER AND THE SET LENGTH OF EACH CUTTER, WHERE APPLICABLE.
6.
A BRIEF DESCRIPTION OF MACHINE AND N.C. CONTROL USED.
7.
A BRIEF DESCRIPTION OR DRAWING OF TOOLING USED IN CONJUNCTION WITH TAGS.
NOTE:
A718.003
ANY TECHNICAL QUESTIONS PERTAINING TO WHAT CONSTITUTES A TAPE
PACKAGE, PLEASE CALL NUMERICAL CONTROL PROGRAMMING, PHONE (310)
332-8699, DAN SEXTON.
THE FOLLOWING ITEMS ARE NECESSARY TO COMPLETE A TAPE PACKAGE RETURNED TO
BUYER:
1.
ROAD MAP - N.C. SKETCH IDENTIFYING THE SURFACES AND GEOMETRY USED WITHIN
THE PROGRAM AND THE NAMES ASSIGNED TO THESE SURFACES AND GEOMETRY.
ENGINEERING CHANGE CONFIGURATION SHOULD BE NOTED ON SKETCH.
2.
SOURCE PROGRAM - PUNCHED CARDS OR OTHER MEDIA USED TO ENTER THE
PROGRAM INTO THE COMPUTER.
3.
MANUSCRIPT - A COMPUTER PRINTOUT OF THE PROGRAM CONTAINING APT
Page 7 of 237
(AUTOMATIC PROGRAM TOOL) SECTIONS I, III AND IV.
4.
MACHINE OPERATOR'S INSTRUCTIONS - WRITTEN DESCRIPTION OF MACHINE SET-UP
AND OPERATIONS TAKING PLACE WITHIN EACH SEQUENCE OF OPERATIONS.
5.
CUTTER SHEET - A COMPLETE LIST OF CUTTERS WITH THE GEOMETRIC DESCRIPTION
OF EACH CUTTER AND THE SET LENGTH OF EACH CUTTER, WHERE APPLICABLE.
6.
A BRIEF DESCRIPTION OF MACHINE AND N.C. CONTROL USED.
7.
A BRIEF DESCRIPTION OR DRAWING OF TOOLING USED IN CONJUNCTION WITH TAGS.
A718
Clause A718: The following items are necessary to complete a tape package returned to Buyer:
(11-8-11)
1.
Road map - N.C. sketch identifying the surfaces and geometry used within the program and
the names assigned to these surfaces and geometry. Engineering change configuration should be
noted on sketch.
2.
Source program - Punched cards or other media used to enter the program into the
computer.
3.
Manuscript - A computer printout of the program containing apt (automatic program tool)
sections i, iii and iv.
4.
Machine operator's instructions - Written description of machine setup and operations taking
place within each sequence of operations.
5.
Cutter sheet - A complete list of cutters with the geometric description of each cutter and the
set length of each cutter, where applicable.
A719.000
6.
A brief description of machine and N.C. control used.
7.
A brief description or drawing of tooling used in conjunction with tags.
CLAUSE A719: SELLER SHALL FURNISH THE FOLLOWING DOCUMENTS WITH EACH TOOL
SHIPPED PURSUANT TO THIS ORDER:
1. COPY OF SUPPLIER'S CERTIFICATE OF CONFORMANCE;
2. COPY OF BUYER'S TOOL ORDER;
3. DIMENSIONAL INSPECTION REPORT; AND
4. PROCESSING CERTIFICATIONS.
ALL DOCUMENTS MUST EXHIBIT SUPPLIER'S QUALITY INSPECTION STAMP AND BUYER'S
QUALITY ASSURANCE REPRESENTATIVE STAMP IN RED INK. SELLER MUST:
1. INCLUDE A COPY OF REQUIRED DOCUMENTS WITH SHIPMENT AND
2. MAIL A COPY OF REQUIRED DOCUMENTS TO BUYER’S PROCUREMENT REPRESENTATIVE
ON DAY OF SHIPMENT.
A719
(11-8-11)
Clause A719: Seller shall furnish the following documents with each tool shipped pursuant to this
Order:
1. Copy of Seller's certificate of conformance;
2. Copy of Buyer's tool order;
3. Dimensional inspection report; and
4. Processing certifications.
All documents must exhibit Seller's quality inspection stamp and Buyer's quality assurance
representative stamp in red ink. Seller must:
1. Include a copy of required documents with shipment and
2. Mail a copy of required documents to Buyer’s Authorized Purchasing Representative on day of
shipment.
Page 8 of 237
B109.000
THIS RFQ REQUIRES PRICING FOR A THREE YEAR BLANKET PURCHASE ORDER
AGREEMENT. OFFEROR'S PRICES MUST REMAIN FIRM FOR AT LEAST ONE YEAR WITH
INCREASES OR DECREASES FOR YEARS TWO AND THREE DEPENDENT UPON THE
PERCENTAGE CHANGE IN THE APPLICABLE PRODUCER'S PRICE INDEX.
PLEASE
ACKNOWLEDGE AGREEMENT TO THIS PARAGRAPH AND LIST THE APPLICABLE INDEX
NUMBER THAT YOUR QUOTE IS BASED UPON. ANY DEVIATION FROM THE ABOVE MAY
CAUSE YOUR BID TO BE CONSIDERED NON-RESPONSIVE.
B111.000
SELLER UNDERSTANDS AND AGREES THAT THE PRICE(S) SET FORTH IN THIS MULTIYEAR
BLANKET PURCHASE ORDER ARE FIRM FIXED PRICES AND ARE NOT SUBJECT TO CHANGE
UNDER ANY CIRCUMSTANCES.
B112.002
THE USAGE LISTED BELOW IS OUR ESTIMATED USAGE. IT IS ESSENTIAL THAT SUPPLIER
UNDERSTAND THAT THIS QUANTITY IS SHOWN FOR INFORMATION ONLY AND IN NO WAY
SHALL IT BE INTERPRETED AS A GUARANTEED QUANTITY.
B114.000
SELLER UNDERSTANDS AND AGREES THAT ALL ITEMS SET FORTH IN THIS BLANKET
PURCHASE ORDER (BPO) ARE FIRM FIXED-PRICE FOR THE LIFE OF THIS PURCHASE ORDER,
UNLESS STATED OTHERWISE BY PO ITEM NO. AS FOLLOWS: _____.
B117.000
THE PERSONNEL DESIGNATED BELOW ARE THE ONLY PERSONNEL AUTHORIZED TO MAKE
RELEASES: _____
B400.000
CLAUSE B400: THIS ITEMIZED BLANKET PURCHASE ORDER ("BPO") IS ISSUED TO COVER THE
PROCUREMENT OF OUTSIDE PROCESSING SERVICES (I.E., MACHINING, CHEM MILLING, ETC.)
FOR A _____ MONTH PERIOD BEGINNING _____. TOTAL BPO VALUE SHALL NOT EXCEED
$_____.
ITEMIZED PURCHASE ORDERS WILL BE ISSUED UNDER THIS BPO AS
REQUIREMENTS ARE IDENTIFIED. EACH ITEMIZED PO ISSUED UNDER THIS BPO WILL
REFERENCE THIS BPO AND WILL BE SUBJECT TO THE TERMS AND CONDITIONS HEREOF.
THIS BPO WILL BE CONSIDERED COMPLETE ON _____ OR UPON REACHING THE MAXIMUM
AUTHORIZED VALUE OF $_____, WHICHEVER OCCURS FIRST.
ALL PROCUREMENTS WILL BE AUTHORIZED BY BUYER’S PURCHASING REPRESENTATIVE.
SELLER MUST REFERENCE THE APPLICABLE PO NUMBER ON ALL DOCUMENTS. SALES
ORDER NUMBER(S) SHALL BE ESTABLISHED ON EACH ITEMIZED PO RELEASE.
SELLER UNDERSTANDS AND AGREES THAT THE PRICE(S) SET FORTH IN THIS MULTIYEAR,
ITEMIZED BPO ARE FIRM FIXED PRICES AND ARE NOT SUBJECT TO CHANGE UNDER ANY
CIRCUMSTANCES.
THE FOLLOWING ADDITIONAL PROVISIONS APPLY TO THIS ORDER:
1. MATERIAL: BUYER WILL SUPPLY ALL MATERIAL TO BE PROCESSED BY SELLER
PURSUANT TO THIS BPO. SHIPPING AUTHORIZATION AND RECEIVING REPORT (“SARR”) OR
WORK ORDER MOT/MOI OPERATIONS SHEET (“WORK ORDER” OR “WO”) FORMS SHALL BE
USED TO CONTROL EACH “LOT” OF PARTS ORDERED AGAINST THIS BLANKET PURCHASE
ORDER. EACH SARR WILL SHOW A 5-DIGIT SERIALIZED NUMBER, OR EACH WO WILL SHOW A
UNIQUE WO NUMBER, FOR IDENTIFICATION PURPOSES AND THE QUANTITY AND PART
NUMBER OF THE MATERIAL BEING PROCESSED. IF THIS BPO CONTAINS A GOVERNMENT
CONTRACT NUMBER AND DEFENSE PRIORITIES AND ALLOCATIONS SYSTEM (“DPAS”)
RATING, EACH SARR OR WO RELEASED AGAINST THIS BPO SHALL BE DEEMED TO INCLUDE
THE GOVERNMENT CONTRACT NUMBER AND DPAS RATING EVEN WHEN THE GOVERNMENT
CONTRACT NUMBER OR DPAS RATING IS NOT SPECIFIED ON THE SARR OR WO FORM. THE
REQUIRED PROCESSING OPERATION INSTRUCTIONS WILL BE ATTACHED. SINCE EACH
SARR OR WO IDENTIFIES A PARTICULAR “LOT” OF MATERIAL, SELLER MUST REFERENCE THE
APPROPRIATE SARR OR WO NUMBER AND THIS BLANKET PURCHASE ORDER NUMBER ON
ALL PACKING SLIPS, INVOICES, NONCONFORMANCE TAGS, ETC.
2. SCRAP ALLOWANCE: ALL MATERIAL SUPPLIED BY BUYER IS CONSIDERED WORK IN
PROCESS (“WIP”) WITH NO PROVISION MADE FOR SELLER’S SCRAP/FABRICATION
ALLOWANCE. BECAUSE EACH SARR OR WO FORM REPRESENTS A PARTICULAR VOUGHT
Page 9 of 237
WORK ORDER FOR A SPECIFIC NUMBER OF PARTS, EACH PIECE OF MATERIAL MUST BE
PROCESSED AND/OR RETURNED BY SELLER.
3. MATERIAL HANDLING: UPON SELLER’S RECEIPT OF MATERIAL, A RECEIVING INSPECTION
MUST BE PERFORMED. THIS INSPECTION SHOULD SPECIFICALLY BE DIRECTED TOWARD
IDENTIFYING DEFECTS WHICH WOULD CAUSE THE PROCESSING TO BE UNNECESSARILY
PERFORMED. ANY DISCREPANCY IDENTIFIED MUST BE IMMEDIATELY REPORTED TO BUYER
USING A SUPPLIER INFORMATION REQUEST (“SIR”) FORM REQUESTING INSTRUCTION ON
HOW TO HANDLE THE NONCONFORMING MATERIAL PRIOR TO FURTHER PROCESSING.
VOUGHT AIRCRAFT INDUSTRIES’ SIR FORM IS AVAILABLE ON THE INTERNET AT:
HTTP://WWW.VOUGHT.COM/SUPPLIERS/FORMS/QUAFOR.HTM. UPON COMPLETION OF PART
PROCESSING, SELLER MUST PERFORM A PART INSPECTION TO DETERMINE IF THE PARTS
MEET THE CRITERIA REQUIRED BY THE PROCESSING SPECIFICATION. ONLY THOSE ITEMS
DIRECTLY AFFECTED BY THE PROCESSING PROCEDURE NEED BE INSPECTED.
DISCREPANCIES, IF ANY, SHALL BE IMMEDIATELY REPORTED ON A NONCONFORMANCE TAG
TO BUYER IN ACCORDANCE WITH BUYER’S SQR-003 DOCUMENT ENTITLED
“NONCONFORMANCE REFERENCE HANDBOOK FOR SUPPLIERS,” AVAILABLE ON THE
INTERNET AT: HTTP://WWW.VOUGHT.COM/SUPPLIERS/QUALITY/HISQUADOCS/SQR003.PDF.
DISCREPANT MATERIAL MUST BE SEGREGATED UNTIL DISPOSITION INSTRUCTIONS ARE
RECEIVED FROM BUYER. SELLER MAY BE HELD RESPONSIBLE FOR THE LOSS OR DAMAGE
OF A PART IF THE LOSS OR DAMAGE IS THE RESULT OF SELLER’S ACTION OR LACK OF
ACTION.
4. CERTIFICATION: SELLER SHALL SUPPLY A CERTIFICATE OF CONFORMANCE FOR ALL
PROCESSING SPECIFICATIONS LISTED ON EACH SARR OR WO FORM.
5. INVOICING: SELLER MUST SUBMIT A SEPARATE INVOICE FOR EACH SARR OR WO LOT.
EACH INVOICE MUST IDENTIFY THE PURCHASE ORDER, ITEM NUMBER, PART NUMBER AND
SARR OR WO NUMBER.
6. TERMINATION FOR CONVENIENCE: THE TEXT OF THE TERMINATION FOR CONVENIENCE
CLAUSE CONTAINED IN BUYER T-TERMS HEREOF IS HEREBY DELETED AND THE FOLLOWING
INSERTED IN ITS PLACE: "WHEN NO BUYER-SUPPLIED ARTICLES OR MATERIALS ARE AT
SELLER'S PLANT BEING PROCESSED, THIS BLANKET PURCHASE ORDER MAY BE CANCELED
AT NO COST TO BUYER AND SELLER WILL PROVIDE BUYER A WRITTEN RELEASE TO THAT
EFFECT.”
7. PRICE WARRANTY: SELLER REPRESENTS AND WARRANTS TO BUYER THAT THE PRICES
IN THIS ORDER FAIRLY REFLECT MANUFACTURING AND/OR SELLING AND/OR DELIVERY
COST SAVINGS RESULTING FROM QUANTITY SALE, AND THAT SUCH PRICES ARE
REASONABLY AVAILABLE TO ALL OTHER PURCHASERS UNDER LIKE CONDITIONS AND
ESSENTIALLY SIMILAR CIRCUMSTANCES.
8. PURCHASE OBLIGATION: NOTHING IN THIS ORDER IS INTENDED OR SHALL EVER BE
CONSTRUED TO PLACE BUYER UNDER OBLIGATION TO PURCHASE ANY MINIMUM PORTION
OF ITS TOTAL REQUIREMENTS FROM SELLER, NOR TO PROHIBIT PURCHASE BY BUYER
FROM ANY OTHER SOURCE OR SUPPLIER.
THE FOLLOWING PRODUCTS ARE COVERED UNDER THIS BPO AND, UNLESS OTHERWISE
AGREED UPON BETWEEN BUYER AND SELLER, ALL DELIVERIES WILL BE MADE WITHIN THE
LEAD TIME SPECIFIED BELOW (IN WEEKS) FOLLOWING RECEIPT OF MATERIAL BY SELLER
FROM BUYER:
PART NUMBER
B401.000
UNIT OF MEASURE
PRICE
LEAD TIME
The quantities and total values listed in this document are estimates only. In no event shall Buyer be
obligated to purchase from Seller any specific, minimum (or maximum) quantity of any product except
as and to the extent specified within any Order issued by Buyer to Seller.
Buyer may from time to time, during the validity period of this document, order Products from Seller at
the prices set forth herein.
Issuance of any of the following, providing a delivery schedule for products, in conjunction with and at
the prices and under the terms and conditions set forth or referenced in this document shall constitute
an “Order” as contemplated by the terms and conditions:
Page 10 of 237
1.
Email
2.
Vending Machine Notification
3.
Phone Call
The following individuals are Authorized Purchasing Representatives:
B401
(11-8-11)
The quantities and total values listed in this document are estimates only. In no event shall Buyer be
obligated to purchase from Seller any specific, minimum (or maximum) quantity of any product except
as and to the extent specified within any Order issued by Buyer to Seller.
Buyer may from time to time, during the validity period of this document, order Products from Seller at
the prices set forth herein.
Issuance of any of the following, providing a delivery schedule for products, in conjunction with and at
the prices and under the terms and conditions set forth or referenced in this document shall constitute
an “Order” as contemplated by the terms and conditions:
1.
Email
2.
Vending Machine Notification
3.
Phone Call
The following individuals are Authorized Purchasing Representatives:
B401
(3-12-12)
The quantities and total values listed in this document are estimates only. In no event shall Buyer be
obligated to purchase from Seller any specific, minimum (or maximum) quantity of any product except
as and to the extent specified within any Order issued by Buyer to Seller.
During the validity period of this document, Buyer may from time to time order Products from Seller at
the prices and under the terms and conditions set forth or referenced in this document
Unless otherwise specified herein, "Orders", as contemplated by the terms and conditions, shall be
issued by Buyer (1) by using Buyer’s standard purchasing documents, including, Purchase Orders or
Scheduling Agreement Releases under Scheduling Agreements, (2) by e-mail, (3) by phone call, (4)
by using Seller’s online ordering system, or (5) by vending machine notification.
The following individuals are Authorized Purchasing Representatives:
C105.002
PRICES AS STATED HEREIN ARE UNITED STATES DOLLARS. PAYMENT SHALL BE MADE IN
(U.S. OR OTHER CURRENCY).
C107.000
SELLER UNDERSTANDS AND AGREES THAT:
(A) TECHNICAL DATA PROVIDED TO SELLER BY BUYER SHALL BE USED ONLY TO
MANUFACTURE THE DEFENSE ARTICLES DESCRIBED IN AND REQUIRED BY BUYER'S
PURCHASE ORDER.
(B) TECHNICAL DATA PROVIDED TO SELLER BY BUYER SHALL NOT BE DISCLOSED TO ANY
OTHER PERSON EXCEPT DULY QUALIFIED SUBCONTRACTORS WITHIN THE SAME
COUNTRY AS SELLER.
(C) NO FOREIGN PERSON SHALL ACQUIRE ANY RIGHTS IN THE TECHNICAL DATA
PROVIDED TO SELLER BY BUYER. A FOREIGN PERSON MEANS ANY NATURAL PERSON
WHO IS NOT A LAWFUL PERMANENT RESIDENT OF THE UNITED STATES OF AMERICA
AS DEFINED BY 8 UNITED STATES CODE (“U.S.C.”) 1101(A)(20) OR WHO IS NOT A
PROTECTED INDIVIDUAL AS DEFINED BY 8 U.S.C. 1324B(A)(3). IT ALSO MEANS ANY
FOREIGN CORPORATION, BUSINESS ASSOCIATION, PARTNERSHIP, TRUST, SOCIETY OR
ANY OTHER ENTITY OR GROUP THAT IS NOT INCORPORATED OR ORGANIZED TO DO
BUSINESS IN THE UNITED STATES, AS WELL AS INTERNATIONAL ORGANIZATIONS,
FOREIGN GOVERNMENTS AND ANY AGENCY OR SUBDIVISION OF FOREIGN
GOVERNMENTS (E.G. DIPLOMATIC MISSIONS).
(D) ALL TECHNICAL DATA PROVIDED TO SELLER BY BUYER OR PROVIDED BY SELLER TO
Page 11 of 237
SUBCONTRACTORS SHALL BE RETURNED TO BUYER OR BE DESTROYED AT THE
CONCLUSION OF THIS AGREEMENT AS DIRECTED BY BUYER.
(E) THE DEFENSE ARTICLES TO BE PRODUCED FOR BUYER WHICH ARE DESCRIBED
ELSEWHERE HEREIN SHALL BE DELIVERED ONLY TO BUYER OR TO AN AGENCY OF THE
U.S. GOVERNMENT AS BUYER MAY DIRECT.
(F) ANY PURCHASE ORDER OR SUBCONTRACT AWARDED BY SELLER, OR ANY OF
SELLER'S SUBCONTRACTORS AT ANY TIER, IN PERFORMING BUYER'S PURCHASE
ORDER MUST IMPOSE ALL THE LIMITATIONS SET FORTH HEREINABOVE, INCLUDING
THIS PARAGRAPH (F).
C107
Clause C107: Seller understands and agrees that:
(11-8-11)
(A)
Technical data provided to Seller by Buyer shall be used only to manufacture the defense
articles described in and required by Buyer's Order.
(B)
Technical data provided to Seller by Buyer shall not be disclosed to any other person except
duly qualified subcontractors within the same country as Seller.
(C)
No foreign person shall acquire any rights in the technical data provided to Seller by Buyer.
A foreign person means any natural person who is not a lawful permanent resident of the United
States of America as defined by 8 United States Code (“U.S.C.”) 1101(a)(20) or who is not a protected
individual as defined by 8 U.S.C. 1324b(a)(3). It also means any foreign corporation, business
association, partnership, trust, society or any other entity or group that is not incorporated or organized
to do business in the United States, as well as international organizations, foreign Governments and
any agency or subdivision of foreign Governments (e.g. diplomatic missions).
(D)
All technical data provided to Seller by Buyer or provided by Seller to subcontractors shall be
returned to Buyer or be destroyed at the conclusion of this agreement as directed by Buyer.
(E)
The defense articles to be produced for Buyer which are described elsewhere herein shall be
delivered only to Buyer or to an agency of the U.S. Government as Buyer may direct.
Any purchase order or subcontract awarded by Seller, or any of Seller's subcontractors at any tier, in
performing Buyer's Order must impose all the limitations set forth hereinabove, including this
paragraph (E).
C107
Clause C107: Seller understands and agrees that:
(5-6-13)
(A)
Technical data provided to Seller by Buyer shall be used only to manufacture the defense
articles described in and required by Buyer's Order only.
(B)
Technical data provided to Seller by Buyer shall not be disclosed to any other person except
duly qualified subcontractors within the same country as Seller.
(C)
No foreign person shall acquire any rights in the technical data provided to Seller by Buyer.
A foreign person means any natural person who is not a lawful permanent resident of the United
States of America as defined by 8 United States Code (“U.S.C.”) 1101(a)(20) or who is not a protected
individual as defined by 8 U.S.C. 1324b(a)(3). It also means any foreign corporation, business
association, partnership, trust, society or any other entity or group that is not incorporated or organized
to do business in the United States, as well as international organizations, foreign Governments and
any agency or subdivision of foreign Governments (e.g. diplomatic missions).
(D)
All technical data provided to Seller by Buyer or provided by Seller to subcontractors shall be
returned to Buyer or be destroyed at the conclusion of this agreement as directed by Buyer.
(E)
The defense articles to be produced for Buyer which are described elsewhere herein shall be
delivered only to Buyer or to an agency of the U.S. Government as Buyer may direct.
Any purchase order or subcontract awarded by Seller, or any of Seller's subcontractors at any tier, in
performing Buyer's Order must impose all the limitations set forth hereinabove, including this
paragraph (E).
C108.000
IN ADDITION TO AND WITHOUT LIMITING THE PROVISIONS CONTAINED IN STANDARD NOTE
C107, WHICH IS A PART HEREOF, THE FOLLOWING TERMS AND CONDITIONS APPLY TO THIS
ORDER:
Page 12 of 237
A.
SELLER SHALL NOT DISCLOSE THE TECHNICAL DATA PROVIDED TO SELLER BY BUYER
TO ANY OTHER CONTRACTOR OR SUBCONTRACTOR, INCLUDING ANY PROSPECTIVE
CONTRACTOR OR SUBCONTRACTOR, WHO IS NOT A CANADIAN OR U.S. REGISTERED
PERSON AS SET FORTH IN THE CANADIAN DEFENCE PRODUCTION ACT OR THE U.S.
ARMS EXPORT CONTROL ACT;
B.
PRIOR TO DISCLOSING THE TECHNICAL DATA PROVIDED TO SELLER BY BUYER TO ANY
OTHER CONTRACTOR OR SUBCONTRACTOR, INCLUDING ANY PROSPECTIVE
CONTRACTOR OR SUBCONTRACTOR, SELLER SHALL REQUIRE THAT EACH
CONTRACTOR OR SUBCONTRACTOR, INCLUDING ANY PROSPECTIVE CONTRACTOR OR
SUBCONTRACTOR, CERTIFY, IN WRITING, TO SELLER THAT:
(1) THEY ARE A “CANADIAN-REGISTERED PERSON” AS DEFINED IN THE CANADIAN
DEFENCE PRODUCTION ACT AND WILL NOTIFY VOUGHT AIRCRAFT INDUSTRIES
("VOUGHT") IN THE EVENT ITS REGISTRATION PURSUANT TO THE CANADIAN DEFENCE
PRODUCTION ACT EXPIRES, IS SUSPENDED OR RESCINDED, OR OTHERWISE
TERMINATED FOR ANY REASON OR FOR NO REASON AT ALL.
(2) THE DEFENSE SERVICES AND TECHNICAL DATA PROVIDED BY SELLER WILL BE
USED ONLY FOR THE FOLLOWING ACTIVITIES:
(A) PREPARING A QUOTE OR BID PROPOSAL IN RESPONSE TO A WRITTEN
REQUEST FROM SELLER THAT WILL BE PART OF A RESPONSE TO A WRITTEN
REQUEST FROM A DEPARTMENT OR AGENCY OF THE UNITED STATES FEDERAL
GOVERNMENT OR A CANADIAN FEDERAL, PROVINCIAL, OR TERRITORIAL
GOVERNMENT AND WILL BE RETURNED TO SELLER OR DESTROYED AT SELLER'S
REQUEST.
(B) PRODUCING, DESIGNING, ASSEMBLING, MAINTAINING OR SERVICING A
DEFENSE ARTICLE (I.E., HARDWARE, TECHNICAL DATA) FOR USE BY A REGISTERED
U.S. COMPANY; OR, A U.S. FEDERAL GOVERNMENT PROGRAM; OR FOR END USE IN
A CANADIAN FEDERAL PROVINCIAL, OR TERRITORIAL GOVERNMENT PROGRAM;
AND
(3) THE DEFENSE SERVICES AND TECHNICAL DATA TO BE PROVIDED BY SELLER ARE
LIMITED TO THAT DEFINED IN PARAGRAPHS (3)(A), (B), (C) AND (D) BELOW, AND DO NOT
INCLUDE THAT DEFINED PARAGRAPHS (3)(E), (F) AND (G) BELOW:
(A) BUILD-TO-PRINT. BUILD-TO-PRINT MEANS THAT A FOREIGN CONSIGNEE CAN
PRODUCE A DEFENSE ARTICLE FROM ENGINEERING DRAWINGS WITHOUT ANY
TECHNICAL ASSISTANCE FROM A U.S. EXPORTER. THIS TRANSACTION IS BASED
STRICTLY ON A "HAND-OFF'' APPROACH BECAUSE THE FOREIGN CONSIGNEE IS
UNDERSTOOD TO HAVE THE INHERENT CAPABILITY TO PRODUCE THE DEFENSE
ARTICLE AND ONLY LACKS THE NECESSARY DRAWINGS. SUPPORTING
DOCUMENTATION SUCH AS ACCEPTANCE CRITERIA, AND SPECIFICATIONS, MAY BE
RELEASED ON AN AS-REQUIRED BASIS (I.E. ``MUST HAVE'') SUCH THAT THE
FOREIGN CONSIGNEE WOULD NOT BE ABLE TO PRODUCE AN ACCEPTABLE
DEFENSE ARTICLE WITHOUT THIS ADDITIONAL SUPPORTING DOCUMENTATION.
DOCUMENTATION WHICH IS NOT ABSOLUTELY NECESSARY TO PERMIT
MANUFACTURE OF AN ACCEPTABLE DEFENSE ARTICLE (I.E. ``NICE TO HAVE'') IS
NOT CONSIDERED WITHIN THE BOUNDARIES OF A ``BUILD-TO PRINT'' DATA
PACKAGE; AND/OR
(B) BUILD/DESIGN-TO-SPECIFICATION. ``BUILD/DESIGN-TO-SPECIFICATION'' MEANS
THAT A FOREIGN CONSIGNEE CAN DESIGN AND PRODUCE A DEFENSE ARTICLE
FROM REQUIREMENT SPECIFICATIONS WITHOUT ANY TECHNICAL ASSISTANCE
FROM THE U.S. EXPORTER. THIS TRANSACTION IS BASED STRICTLY ON A ``HANDSOFF'' APPROACH SINCE THE FOREIGN CONSIGNEE IS UNDERSTOOD TO HAVE THE
INHERENT CAPABILITY TO BOTH DESIGN AND PRODUCE THE DEFENSE ARTICLE
AND ONLY LACKS THE NECESSARY REQUIREMENT INFORMATION; AND/OR
(C) BASIC RESEARCH. ``BASIC RESEARCH''--MEANS A SYSTEMIC STUDY DIRECTED
TOWARD GREATER KNOWLEDGE OR UNDERSTANDING OF THE FUNDAMENTAL
ASPECTS OF PHENOMENA AND OBSERVABLE FACTS WITHOUT SPECIFIC
APPLICATIONS TOWARDS PROCESSES OR PRODUCTS IN MIND. IT DOES NOT
INCLUDE ``APPLIED RESEARCH'' (I.E. A SYSTEMIC STUDY TO GAIN KNOWLEDGE OR
Page 13 of 237
UNDERSTANDING NECESSARY TO DETERMINE THE MEANS BY WHICH A
RECOGNIZED AND SPECIFIC NEED MAY BE MET. IT IS A SYSTEMATIC APPLICATION
OF KNOWLEDGE TOWARD THE PRODUCTION OF USEFUL MATERIALS, DEVICES,
AND SYSTEMS OR METHODS, INCLUDING DESIGN, DEVELOPMENT, AND
IMPROVEMENT OF PROTOTYPES AND NEW PROCESSES TO MEET SPECIFIC
REQUIREMENTS.); AND
(D) MAINTENANCE (I.E., INSPECTION, TESTING, CALIBRATION OR REPAIR,
INCLUDING OVERHAUL, RECONDITIONING AND ONE-TO-ONE REPLACEMENT OF
ANY DEFECTIVE ITEMS, PARTS OR COMPONENTS, BUT EXCLUDING ANY
MODIFICATION, ENHANCEMENT, UPGRADE OR OTHER FORM OF ALTERATION OR
IMPROVEMENT THAT CHANGES THE BASIC PERFORMANCE OF THE ITEM); AND
DOES NOT INCLUDE
(E) DESIGN METHODOLOGY, SUCH AS: THE UNDERLYING ENGINEERING METHODS
AND DESIGN PHILOSOPHY UTILIZED (I.E., THE ``WHY'' OR INFORMATION THAT
EXPLAINS THE RATIONALE FOR PARTICULAR DESIGN DECISION, ENGINEERING
FEATURE, OR PERFORMANCE REQUIREMENT); ENGINEERING EXPERIENCE (E.G.
LESSONS LEARNED); AND THE RATIONALE AND ASSOCIATED DATABASES (E.G.
DESIGN ALLOWABLES, FACTORS OF SAFETY, COMPONENT LIFE PREDICTIONS,
FAILURE ANALYSIS CRITERIA) THAT ESTABLISH THE OPERATIONAL REQUIREMENTS
(E.G., PERFORMANCE, MECHANICAL, ELECTRICAL, ELECTRONIC, RELIABILITY AND
MAINTAINABILITY) OF A DEFENSE ARTICLE. (FINAL ANALYTICAL RESULTS AND THE
INITIAL CONDITIONS AND PARAMETERS MAY BE PROVIDED.)
(F) ENGINEERING ANALYSIS, SUCH AS: ANALYTICAL METHODS AND TOOLS USED
TO DESIGN OR EVALUATE A DEFENSE ARTICLE'S PERFORMANCE AGAINST THE
OPERATIONAL REQUIREMENTS. ANALYTICAL METHODS AND TOOLS INCLUDE THE
DEVELOPMENT AND/OR USE OF MOCKUPS, COMPUTER MODELS AND
SIMULATIONS, AND TEST FACILITIES. (FINAL ANALYTICAL RESULTS AND THE INITIAL
CONDITIONS AND PARAMETERS MAY BE PROVIDED.)
(G) MANUFACTURING KNOW-HOW, SUCH AS: INFORMATION THAT PROVIDES
DETAILED MANUFACTURING PROCESSES AND TECHNIQUES NEEDED TO
TRANSLATE A DETAILED DESIGN INTO A QUALIFIED, FINISHED DEFENSE ARTICLE.
(INFORMATION MAY BE PROVIDED IN A BUILD-TO-PRINT PACKAGE IDENTIFIED IN
PARAGRAPH (3)(A) ABOVE THAT IS NECESSARY IN ORDER TO PRODUCE AN
ACCEPTABLE DEFENSE ARTICLE.)"
C.
SELLER SHALL PROVIDE A COPY OF EACH CERTIFICATION RECEIVED PURSUANT TO
PARAGRAPH B ABOVE TO BUYER AT THE ADDRESS SET FORTH IN PARAGRAPH H
BELOW WITHIN FIVE (5) BUSINESS DAYS OF RECEIPT BY SELLER.
D.
SELLER SHALL INCLUDE THE FOLLOWING STATEMENT ON ALL DOCUMENTATION
CREATED FROM U.S. TECHNICAL DATA:
“THIS DOCUMENT CONTAINS TECHNICAL DATA, THE USE OF WHICH IS RESTRICTED BY
THE U.S. ARMS EXPORT CONTROL ACT. THIS DATA HAS BEEN PROVIDED IN
ACCORDANCE WITH, AND SUBJECT TO, THE LIMITATIONS SPECIFIED IN PARA.126.5 OF
THE INTERNATIONAL TRAFFIC IN ARMS REGULATIONS (ITAR). BY ACCEPTING THIS
DATA, THE CONSIGNEE AGREES TO HONOR THE REQUIREMENTS OF THE ITAR''
E.
SELLER SHALL DESTROY OR RETURN TO BUYER ALL TECHNICAL DATA PROVIDED TO
SELLER BY BUYER OR PROVIDED BY SELLER TO CONTRACTORS OR
SUBCONTRACTORS, INCLUDING ANY PROSPECTIVE CONTRACTORS OR
SUBCONTRACTORS, AT THE CONCLUSION OF THIS ORDER AS DIRECTED BY BUYER,
UNLESS FOR USE BY A CANADIAN OR UNITED STATES GOVERNMENT ENTITY THAT
REQUIRES IN WRITING THE TECHNICAL DATA BE MAINTAINED. SELLER SHALL PROVIDE
A WRITTEN CERTIFICATION THAT THE TECHNICAL DATA HAS BEEN DESTROYED, HAS
BEEN RETURNED TO BUYER, OR IS BEING MAINTAINED FOR USE BY A CANADIAN OR
UNITED STATES GOVERNMENT ENTITY PURSUANT TO WRITTEN DIRECTION FROM A
CANADIAN OR UNITED STATES GOVERNMENT ENTITY.
F.
ANY PURCHASE ORDER OR SUBCONTRACT AWARDED BY SELLER, OR ANY OF
SELLER'S SUBCONTRACTORS AT ANY TIER, IN PERFORMING BUYER'S ORDER MUST
IMPOSE ALL THE LIMITATIONS SET FORTH HEREINABOVE, INCLUDING THIS PARAGRAPH
Page 14 of 237
F.
G. SELLER SHALL SUBMIT A SEMI-ANNUAL REPORT OF ALL SELLER’S ON-GOING
ACTIVITIES AUTHORIZED UNDER THIS ORDER. THE REPORT WILL INCLUDE THE
PRODUCT(S) BEING PRODUCED, THE END ITEM USER(S) (I.E., NAME OF U.S. OR
CANADIAN COMPANY); THE END ITEM INTO WHICH THE PRODUCT IS TO BE
INCORPORATED; THE INTENDED END USE OF THE PRODUCT (E.G., UNITED STATES OR
CANADIAN DEFENSE CONTRACT NUMBER AND IDENTIFICATION OF PROGRAM); THE
NAME AND ADDRESS OF ALL THE CANADIAN CONTRACTORS AND SUBCONTRACTORS.
THE REPORT WILL BE PREPARED “AS OF” 31 DECEMBER AND 30 JUNE OF EACH YEAR
AND MUST BE DELIVERED TO BUYER AT THE ADDRESS SET FORTH IN PARAGRAPH H
BELOW, OR VIA EMAIL TO IMPORDA@VOUGHTAIRCRAFT.COM, ON OR BEFORE THE
25TH OF JANUARY OR THE 25TH OF JUNE OF EACH YEAR.
H.
C108.001
CERTIFICATIONS AND REPORTS SHALL BE SENT TO VOUGHT AIRCRAFT INDUSTRIES,
ATTENTION: IMPORT/EXPORT COMPLIANCE, M/S 49-58, P O BOX 655907, DALLAS, TX
75265-5907, OR VIA FACSIMILE TO 972-946-5542.
IN ADDITION TO AND WITHOUT LIMITING THE PROVISIONS CONTAINED IN STANDARD NOTE
C107, WHICH IS A PART HEREOF, THE FOLLOWING TERMS AND CONDITIONS APPLY TO THIS
ORDER:
A.
SELLER SHALL NOT DISCLOSE THE TECHNICAL DATA PROVIDED TO SELLER BY
BUYER TO ANY OTHER CONTRACTOR OR SUBCONTRACTOR, INCLUDING ANY
PROSPECTIVE CONTRACTOR OR SUBCONTRACTOR, WHO IS NOT A CANADIAN OR U.S.
REGISTERED PERSON AS SET FORTH IN THE CANADIAN DEFENCE PRODUCTION ACT OR
THE U.S. ARMS EXPORT CONTROL ACT;
B.
PRIOR TO DISCLOSING THE TECHNICAL DATA PROVIDED TO SELLER BY BUYER TO
ANY OTHER CANADIAN CONTRACTOR OR SUBCONTRACTOR, INCLUDING ANY
PROSPECTIVE CANADIAN CONTRACTOR OR SUBCONTRACTOR, SELLER SHALL REQUIRE
THAT EACH CANADIAN CONTRACTOR OR SUBCONTRACTOR, INCLUDING ANY PROSPECTIVE
CANADIAN CONTRACTOR OR SUBCONTRACTOR, CERTIFY, IN WRITING, TO SELLER THAT:
(1) THEY ARE A “CANADIAN-REGISTERED PERSON” AS DEFINED IN THE CANADIAN
DEFENCE PRODUCTION ACT AND WILL NOTIFY VOUGHT AIRCRAFT INDUSTRIES ("VOUGHT")
IN THE EVENT ITS REGISTRATION PURSUANT TO THE CANADIAN DEFENCE PRODUCTION
ACT EXPIRES, IS SUSPENDED OR RESCINDED, OR OTHERWISE TERMINATED FOR ANY
REASON OR FOR NO REASON AT ALL.
(2) THE DEFENSE SERVICES AND TECHNICAL DATA PROVIDED BY SELLER WILL BE USED
ONLY FOR THE FOLLOWING ACTIVITIES:
(A) PREPARING A QUOTE OR BID PROPOSAL IN RESPONSE TO A WRITTEN REQUEST FROM
SELLER THAT WILL BE PART OF A RESPONSE TO A WRITTEN REQUEST FROM A
DEPARTMENT OR AGENCY OF THE UNITED STATES FEDERAL GOVERNMENT OR A
CANADIAN FEDERAL, PROVINCIAL, OR TERRITORIAL GOVERNMENT AND WILL BE
RETURNED TO SELLER OR DESTROYED AT SELLER'S REQUEST.
(B) PRODUCING, DESIGNING, ASSEMBLING, MAINTAINING OR SERVICING A DEFENSE
ARTICLE (I.E., HARDWARE, TECHNICAL DATA) FOR USE BY A REGISTERED U.S. COMPANY;
OR, A U.S. FEDERAL GOVERNMENT PROGRAM; OR FOR END USE IN A CANADIAN FEDERAL
PROVINCIAL, OR TERRITORIAL GOVERNMENT PROGRAM; AND
(3) THE DEFENSE SERVICES AND TECHNICAL DATA TO BE PROVIDED BY SELLER ARE
LIMITED TO THAT DEFINED IN PARAGRAPHS (3)(A), (B), (C) AND (D) BELOW, AND DO NOT
INCLUDE THAT DEFINED PARAGRAPHS (3)(E), (F) AND (G) BELOW:
(A) BUILD-TO-PRINT. BUILD-TO-PRINT MEANS THAT A FOREIGN CONSIGNEE CAN PRODUCE
A DEFENSE ARTICLE FROM ENGINEERING DRAWINGS WITHOUT ANY TECHNICAL
ASSISTANCE FROM A U.S. EXPORTER. THIS TRANSACTION IS BASED STRICTLY ON A "HANDOFF'' APPROACH BECAUSE THE FOREIGN CONSIGNEE IS UNDERSTOOD TO HAVE THE
INHERENT CAPABILITY TO PRODUCE THE DEFENSE ARTICLE AND ONLY LACKS THE
NECESSARY DRAWINGS. SUPPORTING DOCUMENTATION SUCH AS ACCEPTANCE CRITERIA,
AND SPECIFICATIONS, MAY BE RELEASED ON AN AS-REQUIRED BASIS (I.E. ``MUST HAVE'')
SUCH THAT THE FOREIGN CONSIGNEE WOULD NOT BE ABLE TO PRODUCE AN
Page 15 of 237
ACCEPTABLE DEFENSE ARTICLE WITHOUT THIS ADDITIONAL SUPPORTING
DOCUMENTATION. DOCUMENTATION WHICH IS NOT ABSOLUTELY NECESSARY TO PERMIT
MANUFACTURE OF AN ACCEPTABLE DEFENSE ARTICLE (I.E. ``NICE TO HAVE'') IS NOT
CONSIDERED WITHIN THE BOUNDARIES OF A ``BUILD-TO PRINT'' DATA PACKAGE; AND/OR
(B) BUILD/DESIGN-TO-SPECIFICATION. ``BUILD/DESIGN-TO-SPECIFICATION'' MEANS THAT A
FOREIGN CONSIGNEE CAN DESIGN AND PRODUCE A DEFENSE ARTICLE FROM
REQUIREMENT SPECIFICATIONS WITHOUT ANY TECHNICAL ASSISTANCE FROM THE U.S.
EXPORTER. THIS TRANSACTION IS BASED STRICTLY ON A ``HANDS-OFF'' APPROACH SINCE
THE FOREIGN CONSIGNEE IS UNDERSTOOD TO HAVE THE INHERENT CAPABILITY TO BOTH
DESIGN AND PRODUCE THE DEFENSE ARTICLE AND ONLY LACKS THE NECESSARY
REQUIREMENT INFORMATION; AND/OR
(C) BASIC RESEARCH. ``BASIC RESEARCH''--MEANS A SYSTEMIC STUDY DIRECTED TOWARD
GREATER KNOWLEDGE OR UNDERSTANDING OF THE FUNDAMENTAL ASPECTS OF
PHENOMENA AND OBSERVABLE FACTS WITHOUT SPECIFIC APPLICATIONS TOWARDS
PROCESSES OR PRODUCTS IN MIND. IT DOES NOT INCLUDE ``APPLIED RESEARCH'' (I.E. A
SYSTEMIC STUDY TO GAIN KNOWLEDGE OR UNDERSTANDING NECESSARY TO DETERMINE
THE MEANS BY WHICH A RECOGNIZED AND SPECIFIC NEED MAY BE MET. IT IS A
SYSTEMATIC APPLICATION OF KNOWLEDGE TOWARD THE PRODUCTION OF USEFUL
MATERIALS, DEVICES, AND SYSTEMS OR METHODS, INCLUDING DESIGN, DEVELOPMENT,
AND IMPROVEMENT OF PROTOTYPES AND NEW PROCESSES TO MEET SPECIFIC
REQUIREMENTS.); AND
(D) MAINTENANCE (I.E., INSPECTION, TESTING, CALIBRATION OR REPAIR, INCLUDING
OVERHAUL, RECONDITIONING AND ONE-TO-ONE REPLACEMENT OF ANY DEFECTIVE ITEMS,
PARTS OR COMPONENTS, BUT EXCLUDING ANY MODIFICATION, ENHANCEMENT, UPGRADE
OR OTHER FORM OF ALTERATION OR IMPROVEMENT THAT CHANGES THE BASIC
PERFORMANCE OF THE ITEM); AND DOES NOT INCLUDE
(E) DESIGN METHODOLOGY, SUCH AS: THE UNDERLYING ENGINEERING METHODS AND
DESIGN PHILOSOPHY UTILIZED (I.E., THE ``WHY'' OR INFORMATION THAT EXPLAINS THE
RATIONALE FOR PARTICULAR DESIGN DECISION, ENGINEERING FEATURE, OR
PERFORMANCE REQUIREMENT); ENGINEERING EXPERIENCE (E.G. LESSONS LEARNED);
AND THE RATIONALE AND ASSOCIATED DATABASES (E.G. DESIGN ALLOWABLES, FACTORS
OF SAFETY, COMPONENT LIFE PREDICTIONS, FAILURE ANALYSIS CRITERIA) THAT
ESTABLISH THE OPERATIONAL REQUIREMENTS (E.G., PERFORMANCE, MECHANICAL,
ELECTRICAL, ELECTRONIC, RELIABILITY AND MAINTAINABILITY) OF A DEFENSE ARTICLE.
(FINAL ANALYTICAL RESULTS AND THE INITIAL CONDITIONS AND PARAMETERS MAY BE
PROVIDED.)
(F) ENGINEERING ANALYSIS, SUCH AS: ANALYTICAL METHODS AND TOOLS USED TO
DESIGN OR EVALUATE A DEFENSE ARTICLE'S PERFORMANCE AGAINST THE OPERATIONAL
REQUIREMENTS. ANALYTICAL METHODS AND TOOLS INCLUDE THE DEVELOPMENT AND/OR
USE OF MOCKUPS, COMPUTER MODELS AND SIMULATIONS, AND TEST FACILITIES. (FINAL
ANALYTICAL RESULTS AND THE INITIAL CONDITIONS AND PARAMETERS MAY BE
PROVIDED.)
(G) MANUFACTURING KNOW-HOW, SUCH AS: INFORMATION THAT PROVIDES DETAILED
MANUFACTURING PROCESSES AND TECHNIQUES NEEDED TO TRANSLATE A DETAILED
DESIGN INTO A QUALIFIED, FINISHED DEFENSE ARTICLE. (INFORMATION MAY BE PROVIDED
IN A BUILD-TO-PRINT PACKAGE IDENTIFIED IN PARAGRAPH (3)(A) ABOVE THAT IS
NECESSARY IN ORDER TO PRODUCE AN ACCEPTABLE DEFENSE ARTICLE.)"
C.
SELLER SHALL PROVIDE A COPY OF EACH CERTIFICATION RECEIVED PURSUANT
TO PARAGRAPH B ABOVE TO BUYER AT THE ADDRESS SET FORTH IN PARAGRAPH
H BELOW WITHIN FIVE (5) BUSINESS DAYS OF RECEIPT BY SELLER.
D.
SELLER SHALL INCLUDE THE FOLLOWING STATEMENT ON ALL DOCUMENTATION
CREATED FROM U.S. TECHNICAL DATA:
“THIS DOCUMENT CONTAINS TECHNICAL DATA, THE USE OF WHICH IS RESTRICTED BY
THE U.S. ARMS EXPORT CONTROL ACT. THIS DATA HAS BEEN PROVIDED IN
ACCORDANCE WITH, AND SUBJECT TO, THE LIMITATIONS SPECIFIED IN PARA.126.5 OF
THE INTERNATIONAL TRAFFIC IN ARMS REGULATIONS (ITAR). BY ACCEPTING THIS
Page 16 of 237
DATA, THE CONSIGNEE AGREES TO HONOR THE REQUIREMENTS OF THE ITAR''
C108.002
E.
SELLER SHALL DESTROY OR RETURN TO BUYER ALL TECHNICAL DATA PROVIDED
TO SELLER BY BUYER OR PROVIDED BY SELLER TO CONTRACTORS OR
SUBCONTRACTORS, INCLUDING ANY PROSPECTIVE CONTRACTORS OR
SUBCONTRACTORS, AT THE CONCLUSION OF THIS ORDER AS DIRECTED BY
BUYER, UNLESS FOR USE BY A CANADIAN OR UNITED STATES GOVERNMENT
ENTITY THAT REQUIRES IN WRITING THE TECHNICAL DATA BE MAINTAINED.
SELLER SHALL PROVIDE A WRITTEN CERTIFICATION THAT THE TECHNICAL DATA
HAS BEEN DESTROYED, HAS BEEN RETURNED TO BUYER, OR IS BEING
MAINTAINED FOR USE BY A CANADIAN OR UNITED STATES GOVERNMENT ENTITY
PURSUANT TO WRITTEN DIRECTION FROM A CANADIAN OR UNITED STATES
GOVERNMENT ENTITY.
F.
ANY PURCHASE ORDER OR SUBCONTRACT AWARDED BY SELLER, OR ANY OF
SELLER'S SUBCONTRACTORS AT ANY TIER, IN PERFORMING BUYER'S ORDER MUST
IMPOSE ALL THE LIMITATIONS SET FORTH HEREINABOVE, INCLUDING THIS
PARAGRAPH F.
G.
SELLER SHALL SUBMIT A SEMI-ANNUAL REPORT OF ALL SELLER’S ON-GOING
ACTIVITIES AUTHORIZED UNDER THIS ORDER. THE REPORT WILL INCLUDE THE
PRODUCT(S) BEING PRODUCED, THE END ITEM USER(S) (I.E., NAME OF U.S. OR
CANADIAN COMPANY); THE END ITEM INTO WHICH THE PRODUCT IS TO BE
INCORPORATED; THE INTENDED END USE OF THE PRODUCT (E.G., UNITED STATES
OR CANADIAN DEFENSE CONTRACT NUMBER AND IDENTIFICATION OF PROGRAM);
THE NAME AND ADDRESS OF ALL THE CANADIAN CONTRACTORS AND
SUBCONTRACTORS. THE REPORT WILL BE PREPARED “AS OF” 31 DECEMBER AND
30 JUNE OF EACH YEAR AND MUST BE DELIVERED TO BUYER AT THE ADDRESS SET
FORTH IN PARAGRAPH H BELOW, OR VIA EMAIL TO
IMPORDA@VOUGHTAIRCRAFT.COM, ON OR BEFORE THE 25TH OF JANUARY OR
THE 25TH OF JULY OF EACH YEAR.
H.
CERTIFICATIONS AND REPORTS SHALL BE SENT TO VOUGHT AIRCRAFT
INDUSTRIES, ATTENTION: IMPORT/EXPORT COMPLIANCE, M/S 49-58, P O BOX
655907, DALLAS, TX 75265-5907, OR VIA FACSIMILE TO 972-946-5542.
I.
THIS EXPORT IS AUTHORIZED PURSUANT TO 22 CFR 126.5(C).
IN ADDITION TO AND WITHOUT LIMITING THE PROVISIONS CONTAINED IN STANDARD NOTE
C107, WHICH IS A PART HEREOF, THE FOLLOWING TERMS AND CONDITIONS APPLY TO THIS
ORDER:
A.
SELLER SHALL NOT DISCLOSE THE TECHNICAL DATA PROVIDED TO SELLER BY
BUYER TO ANY OTHER CONTRACTOR OR SUBCONTRACTOR, INCLUDING ANY
PROSPECTIVE CONTRACTOR OR SUBCONTRACTOR, WHO IS NOT A CANADIAN OR U.S.
REGISTERED PERSON AS SET FORTH IN THE CANADIAN DEFENCE PRODUCTION ACT OR
THE U.S. ARMS EXPORT CONTROL ACT;
B.
PRIOR TO DISCLOSING THE TECHNICAL DATA PROVIDED TO SELLER BY BUYER TO
ANY OTHER CANADIAN CONTRACTOR OR SUBCONTRACTOR, INCLUDING ANY
PROSPECTIVE CANADIAN CONTRACTOR OR SUBCONTRACTOR, SELLER SHALL REQUIRE
THAT EACH CANADIAN CONTRACTOR OR SUBCONTRACTOR, INCLUDING ANY PROSPECTIVE
CANADIAN CONTRACTOR OR SUBCONTRACTOR, CERTIFY, IN WRITING, TO SELLER THAT:
(1) THEY ARE A “CANADIAN-REGISTERED PERSON” AS DEFINED IN THE CANADIAN
DEFENCE PRODUCTION ACT AND WILL NOTIFY VOUGHT AIRCRAFT INDUSTRIES ("VOUGHT")
IN THE EVENT ITS REGISTRATION PURSUANT TO THE CANADIAN DEFENCE PRODUCTION
ACT EXPIRES, IS SUSPENDED OR RESCINDED, OR OTHERWISE TERMINATED FOR ANY
REASON OR FOR NO REASON AT ALL.
(2) THE DEFENSE SERVICES AND TECHNICAL DATA PROVIDED BY SELLER WILL BE USED
ONLY FOR THE FOLLOWING ACTIVITIES:
(A) PREPARING A QUOTE OR BID PROPOSAL IN RESPONSE TO A WRITTEN REQUEST FROM
SELLER THAT WILL BE PART OF A RESPONSE TO A WRITTEN REQUEST FROM A
DEPARTMENT OR AGENCY OF THE UNITED STATES FEDERAL GOVERNMENT OR A
Page 17 of 237
CANADIAN FEDERAL, PROVINCIAL, OR TERRITORIAL GOVERNMENT AND WILL BE
RETURNED TO SELLER OR DESTROYED AT SELLER'S REQUEST.
(B) PRODUCING, DESIGNING, ASSEMBLING, MAINTAINING OR SERVICING A DEFENSE
ARTICLE (I.E., HARDWARE, TECHNICAL DATA) FOR USE BY A REGISTERED U.S. COMPANY;
OR, A U.S. FEDERAL GOVERNMENT PROGRAM; OR FOR END USE IN A CANADIAN FEDERAL
PROVINCIAL, OR TERRITORIAL GOVERNMENT PROGRAM; AND
(3) THE DEFENSE SERVICES AND TECHNICAL DATA TO BE PROVIDED BY SELLER ARE
LIMITED TO THAT DEFINED IN PARAGRAPHS (3)(A), (B), (C) AND (D) BELOW, AND DO NOT
INCLUDE THAT DEFINED PARAGRAPHS (3)(E), (F) AND (G) BELOW:
(A) BUILD-TO-PRINT. BUILD-TO-PRINT MEANS THAT A FOREIGN CONSIGNEE CAN PRODUCE
A DEFENSE ARTICLE FROM ENGINEERING DRAWINGS WITHOUT ANY TECHNICAL
ASSISTANCE FROM A U.S. EXPORTER. THIS TRANSACTION IS BASED STRICTLY ON A "HANDOFF'' APPROACH BECAUSE THE FOREIGN CONSIGNEE IS UNDERSTOOD TO HAVE THE
INHERENT CAPABILITY TO PRODUCE THE DEFENSE ARTICLE AND ONLY LACKS THE
NECESSARY DRAWINGS. SUPPORTING DOCUMENTATION SUCH AS ACCEPTANCE CRITERIA,
AND SPECIFICATIONS, MAY BE RELEASED ON AN AS-REQUIRED BASIS (I.E. ``MUST HAVE'')
SUCH THAT THE FOREIGN CONSIGNEE WOULD NOT BE ABLE TO PRODUCE AN
ACCEPTABLE DEFENSE ARTICLE WITHOUT THIS ADDITIONAL SUPPORTING
DOCUMENTATION. DOCUMENTATION WHICH IS NOT ABSOLUTELY NECESSARY TO PERMIT
MANUFACTURE OF AN ACCEPTABLE DEFENSE ARTICLE (I.E. ``NICE TO HAVE'') IS NOT
CONSIDERED WITHIN THE BOUNDARIES OF A ``BUILD-TO PRINT'' DATA PACKAGE; AND/OR
(B) BUILD/DESIGN-TO-SPECIFICATION. ``BUILD/DESIGN-TO-SPECIFICATION'' MEANS THAT A
FOREIGN CONSIGNEE CAN DESIGN AND PRODUCE A DEFENSE ARTICLE FROM
REQUIREMENT SPECIFICATIONS WITHOUT ANY TECHNICAL ASSISTANCE FROM THE U.S.
EXPORTER. THIS TRANSACTION IS BASED STRICTLY ON A ``HANDS-OFF'' APPROACH SINCE
THE FOREIGN CONSIGNEE IS UNDERSTOOD TO HAVE THE INHERENT CAPABILITY TO BOTH
DESIGN AND PRODUCE THE DEFENSE ARTICLE AND ONLY LACKS THE NECESSARY
REQUIREMENT INFORMATION; AND/OR
(C) BASIC RESEARCH. ``BASIC RESEARCH''--MEANS A SYSTEMIC STUDY DIRECTED TOWARD
GREATER KNOWLEDGE OR UNDERSTANDING OF THE FUNDAMENTAL ASPECTS OF
PHENOMENA AND OBSERVABLE FACTS WITHOUT SPECIFIC APPLICATIONS TOWARDS
PROCESSES OR PRODUCTS IN MIND. IT DOES NOT INCLUDE ``APPLIED RESEARCH'' (I.E. A
SYSTEMIC STUDY TO GAIN KNOWLEDGE OR UNDERSTANDING NECESSARY TO DETERMINE
THE MEANS BY WHICH A RECOGNIZED AND SPECIFIC NEED MAY BE MET. IT IS A
SYSTEMATIC APPLICATION OF KNOWLEDGE TOWARD THE PRODUCTION OF USEFUL
MATERIALS, DEVICES, AND SYSTEMS OR METHODS, INCLUDING DESIGN, DEVELOPMENT,
AND IMPROVEMENT OF PROTOTYPES AND NEW PROCESSES TO MEET SPECIFIC
REQUIREMENTS.); AND
(D) MAINTENANCE (I.E., INSPECTION, TESTING, CALIBRATION OR REPAIR, INCLUDING
OVERHAUL, RECONDITIONING AND ONE-TO-ONE REPLACEMENT OF ANY DEFECTIVE ITEMS,
PARTS OR COMPONENTS, BUT EXCLUDING ANY MODIFICATION, ENHANCEMENT, UPGRADE
OR OTHER FORM OF ALTERATION OR IMPROVEMENT THAT CHANGES THE BASIC
PERFORMANCE OF THE ITEM); AND DOES NOT INCLUDE
(E) DESIGN METHODOLOGY, SUCH AS: THE UNDERLYING ENGINEERING METHODS AND
DESIGN PHILOSOPHY UTILIZED (I.E., THE ``WHY'' OR INFORMATION THAT EXPLAINS THE
RATIONALE FOR PARTICULAR DESIGN DECISION, ENGINEERING FEATURE, OR
PERFORMANCE REQUIREMENT); ENGINEERING EXPERIENCE (E.G. LESSONS LEARNED);
AND THE RATIONALE AND ASSOCIATED DATABASES (E.G. DESIGN ALLOWABLES, FACTORS
OF SAFETY, COMPONENT LIFE PREDICTIONS, FAILURE ANALYSIS CRITERIA) THAT
ESTABLISH THE OPERATIONAL REQUIREMENTS (E.G., PERFORMANCE, MECHANICAL,
ELECTRICAL, ELECTRONIC, RELIABILITY AND MAINTAINABILITY) OF A DEFENSE ARTICLE.
(FINAL ANALYTICAL RESULTS AND THE INITIAL CONDITIONS AND PARAMETERS MAY BE
PROVIDED.)
(F) ENGINEERING ANALYSIS, SUCH AS: ANALYTICAL METHODS AND TOOLS USED TO
DESIGN OR EVALUATE A DEFENSE ARTICLE'S PERFORMANCE AGAINST THE OPERATIONAL
REQUIREMENTS. ANALYTICAL METHODS AND TOOLS INCLUDE THE DEVELOPMENT AND/OR
USE OF MOCKUPS, COMPUTER MODELS AND SIMULATIONS, AND TEST FACILITIES. (FINAL
Page 18 of 237
ANALYTICAL RESULTS AND THE INITIAL CONDITIONS AND PARAMETERS MAY BE
PROVIDED.)
(G) MANUFACTURING KNOW-HOW, SUCH AS: INFORMATION THAT PROVIDES DETAILED
MANUFACTURING PROCESSES AND TECHNIQUES NEEDED TO TRANSLATE A DETAILED
DESIGN INTO A QUALIFIED, FINISHED DEFENSE ARTICLE. (INFORMATION MAY BE PROVIDED
IN A BUILD-TO-PRINT PACKAGE IDENTIFIED IN PARAGRAPH (3)(A) ABOVE THAT IS
NECESSARY IN ORDER TO PRODUCE AN ACCEPTABLE DEFENSE ARTICLE.)"
C.
SELLER SHALL PROVIDE A COPY OF EACH CERTIFICATION RECEIVED PURSUANT
TO PARAGRAPH B ABOVE TO BUYER AT THE ADDRESS SET FORTH IN PARAGRAPH
H BELOW WITHIN FIVE (5) BUSINESS DAYS OF RECEIPT BY SELLER.
D.
SELLER SHALL INCLUDE THE FOLLOWING STATEMENT ON ALL DOCUMENTATION
CREATED FROM U.S. TECHNICAL DATA:
“THIS DOCUMENT CONTAINS TECHNICAL DATA, THE USE OF WHICH IS RESTRICTED BY
THE U.S. ARMS EXPORT CONTROL ACT. THIS DATA HAS BEEN PROVIDED IN
ACCORDANCE WITH, AND SUBJECT TO, THE LIMITATIONS SPECIFIED IN PARA.126.5 OF
THE INTERNATIONAL TRAFFIC IN ARMS REGULATIONS (ITAR). BY ACCEPTING THIS
DATA, THE CONSIGNEE AGREES TO HONOR THE REQUIREMENTS OF THE ITAR''
C108.003
E.
SELLER SHALL DESTROY OR RETURN TO BUYER ALL TECHNICAL DATA PROVIDED
TO SELLER BY BUYER OR PROVIDED BY SELLER TO CONTRACTORS OR
SUBCONTRACTORS, INCLUDING ANY PROSPECTIVE CONTRACTORS OR
SUBCONTRACTORS, AT THE CONCLUSION OF THIS ORDER AS DIRECTED BY
BUYER, UNLESS FOR USE BY A CANADIAN OR UNITED STATES GOVERNMENT
ENTITY THAT REQUIRES IN WRITING THE TECHNICAL DATA BE MAINTAINED.
SELLER SHALL PROVIDE A WRITTEN CERTIFICATION THAT THE TECHNICAL DATA
HAS BEEN DESTROYED, HAS BEEN RETURNED TO BUYER, OR IS BEING
MAINTAINED FOR USE BY A CANADIAN OR UNITED STATES GOVERNMENT ENTITY
PURSUANT TO WRITTEN DIRECTION FROM A CANADIAN OR UNITED STATES
GOVERNMENT ENTITY.
F.
ANY PURCHASE ORDER OR SUBCONTRACT AWARDED BY SELLER, OR ANY OF
SELLER'S SUBCONTRACTORS AT ANY TIER, IN PERFORMING BUYER'S ORDER MUST
IMPOSE ALL THE LIMITATIONS SET FORTH HEREINABOVE, INCLUDING THIS
PARAGRAPH F.
G.
SELLER SHALL SUBMIT A SEMI-ANNUAL REPORT OF ALL SELLER’S ON-GOING
ACTIVITIES AUTHORIZED UNDER THIS ORDER. THE REPORT WILL INCLUDE THE
PRODUCT(S) BEING PRODUCED, THE END ITEM USER(S) (I.E., NAME OF U.S. OR
CANADIAN COMPANY); THE END ITEM INTO WHICH THE PRODUCT IS TO BE
INCORPORATED; THE INTENDED END USE OF THE PRODUCT (E.G., UNITED STATES
OR CANADIAN DEFENSE CONTRACT NUMBER AND IDENTIFICATION OF PROGRAM);
THE NAME AND ADDRESS OF ALL THE CANADIAN CONTRACTORS AND
SUBCONTRACTORS. THE REPORT WILL BE PREPARED “AS OF” 31 DECEMBER AND
30 JUNE OF EACH YEAR AND MUST BE DELIVERED TO BUYER AT THE ADDRESS SET
FORTH IN PARAGRAPH H BELOW, OR VIA EMAIL TO
IMPORDA@VOUGHTAIRCRAFT.COM, ON OR BEFORE THE 25TH OF JANUARY OR
THE 25TH OF JULY OF EACH YEAR.
H.
CERTIFICATIONS AND REPORTS SHALL BE SENT TO VOUGHT AIRCRAFT
INDUSTRIES, ATTENTION: IMPORT/EXPORT COMPLIANCE, M/S 49-58, P O BOX
655907, DALLAS, TX 75265-5907, OR VIA FACSIMILE TO 972-946-3919.
I.
THIS EXPORT IS AUTHORIZED PURSUANT TO 22 CFR 126.5(C).
IN ADDITION TO AND WITHOUT LIMITING THE PROVISIONS CONTAINED IN STANDARD NOTE
C107, WHICH IS A PART HEREOF, THE FOLLOWING TERMS AND CONDITIONS APPLY TO THIS
ORDER:
A.
SELLER SHALL NOT DISCLOSE THE TECHNICAL DATA PROVIDED TO SELLER BY
BUYER TO ANY OTHER CONTRACTOR OR SUBCONTRACTOR, INCLUDING ANY
PROSPECTIVE CONTRACTOR OR SUBCONTRACTOR, WHO IS NOT A CANADIAN OR
U.S. REGISTERED PERSON AS SET FORTH IN THE CANADIAN DEFENCE
Page 19 of 237
PRODUCTION ACT OR THE U.S. ARMS EXPORT CONTROL ACT;
B.
PRIOR TO DISCLOSING THE TECHNICAL DATA PROVIDED TO SELLER BY BUYER TO
ANY OTHER CANADIAN CONTRACTOR OR SUBCONTRACTOR, INCLUDING ANY
PROSPECTIVE CANADIAN CONTRACTOR OR SUBCONTRACTOR, SELLER SHALL REQUIRE
THAT EACH CANADIAN CONTRACTOR OR SUBCONTRACTOR, INCLUDING ANY PROSPECTIVE
CANADIAN CONTRACTOR OR SUBCONTRACTOR, CERTIFY, IN WRITING, TO SELLER THAT:
(1) THEY ARE A “CANADIAN-REGISTERED PERSON” AS DEFINED IN THE CANADIAN
DEFENCE PRODUCTION ACT AND WILL NOTIFY BUYER IN THE EVENT ITS REGISTRATION
PURSUANT TO THE CANADIAN DEFENCE PRODUCTION ACT EXPIRES, IS SUSPENDED OR
RESCINDED, OR OTHERWISE TERMINATED FOR ANY REASON OR FOR NO REASON AT ALL.
(2) THE DEFENSE SERVICES AND TECHNICAL DATA PROVIDED BY SELLER WILL BE USED
ONLY FOR THE FOLLOWING ACTIVITIES:
(A) PREPARING A QUOTE OR BID PROPOSAL IN RESPONSE TO A WRITTEN REQUEST FROM
SELLER THAT WILL BE PART OF A RESPONSE TO A WRITTEN REQUEST FROM A
DEPARTMENT OR AGENCY OF THE UNITED STATES FEDERAL GOVERNMENT OR A
CANADIAN FEDERAL, PROVINCIAL, OR TERRITORIAL GOVERNMENT AND WILL BE
RETURNED TO SELLER OR DESTROYED AT SELLER'S REQUEST.
(B) PRODUCING, DESIGNING, ASSEMBLING, MAINTAINING OR SERVICING A DEFENSE
ARTICLE (I.E., HARDWARE, TECHNICAL DATA) FOR USE BY A REGISTERED U.S. COMPANY;
OR, A U.S. FEDERAL GOVERNMENT PROGRAM; OR FOR END USE IN A CANADIAN FEDERAL
PROVINCIAL, OR TERRITORIAL GOVERNMENT PROGRAM; AND
(3) THE DEFENSE SERVICES AND TECHNICAL DATA TO BE PROVIDED BY SELLER ARE
LIMITED TO THAT DEFINED IN PARAGRAPHS (3)(A), (B), (C) AND (D) BELOW, AND DO NOT
INCLUDE THAT DEFINED PARAGRAPHS (3)(E), (F) AND (G) BELOW:
(A) BUILD-TO-PRINT. BUILD-TO-PRINT MEANS THAT A FOREIGN CONSIGNEE CAN PRODUCE
A DEFENSE ARTICLE FROM ENGINEERING DRAWINGS WITHOUT ANY TECHNICAL
ASSISTANCE FROM A U.S. EXPORTER. THIS TRANSACTION IS BASED STRICTLY ON A "HANDOFF'' APPROACH BECAUSE THE FOREIGN CONSIGNEE IS UNDERSTOOD TO HAVE THE
INHERENT CAPABILITY TO PRODUCE THE DEFENSE ARTICLE AND ONLY LACKS THE
NECESSARY DRAWINGS. SUPPORTING DOCUMENTATION SUCH AS ACCEPTANCE CRITERIA,
AND SPECIFICATIONS, MAY BE RELEASED ON AN AS-REQUIRED BASIS (I.E. ``MUST HAVE'')
SUCH THAT THE FOREIGN CONSIGNEE WOULD NOT BE ABLE TO PRODUCE AN
ACCEPTABLE DEFENSE ARTICLE WITHOUT THIS ADDITIONAL SUPPORTING
DOCUMENTATION. DOCUMENTATION WHICH IS NOT ABSOLUTELY NECESSARY TO PERMIT
MANUFACTURE OF AN ACCEPTABLE DEFENSE ARTICLE (I.E. ``NICE TO HAVE'') IS NOT
CONSIDERED WITHIN THE BOUNDARIES OF A ``BUILD-TO PRINT'' DATA PACKAGE; AND/OR
(B) BUILD/DESIGN-TO-SPECIFICATION. ``BUILD/DESIGN-TO-SPECIFICATION'' MEANS THAT A
FOREIGN CONSIGNEE CAN DESIGN AND PRODUCE A DEFENSE ARTICLE FROM
REQUIREMENT SPECIFICATIONS WITHOUT ANY TECHNICAL ASSISTANCE FROM THE U.S.
EXPORTER. THIS TRANSACTION IS BASED STRICTLY ON A ``HANDS-OFF'' APPROACH SINCE
THE FOREIGN CONSIGNEE IS UNDERSTOOD TO HAVE THE INHERENT CAPABILITY TO BOTH
DESIGN AND PRODUCE THE DEFENSE ARTICLE AND ONLY LACKS THE NECESSARY
REQUIREMENT INFORMATION; AND/OR
(C) BASIC RESEARCH. ``BASIC RESEARCH''--MEANS A SYSTEMIC STUDY DIRECTED TOWARD
GREATER KNOWLEDGE OR UNDERSTANDING OF THE FUNDAMENTAL ASPECTS OF
PHENOMENA AND OBSERVABLE FACTS WITHOUT SPECIFIC APPLICATIONS TOWARDS
PROCESSES OR PRODUCTS IN MIND. IT DOES NOT INCLUDE ``APPLIED RESEARCH'' (I.E. A
SYSTEMIC STUDY TO GAIN KNOWLEDGE OR UNDERSTANDING NECESSARY TO DETERMINE
THE MEANS BY WHICH A RECOGNIZED AND SPECIFIC NEED MAY BE MET. IT IS A
SYSTEMATIC APPLICATION OF KNOWLEDGE TOWARD THE PRODUCTION OF USEFUL
MATERIALS, DEVICES, AND SYSTEMS OR METHODS, INCLUDING DESIGN, DEVELOPMENT,
AND IMPROVEMENT OF PROTOTYPES AND NEW PROCESSES TO MEET SPECIFIC
REQUIREMENTS.); AND
(D) MAINTENANCE (I.E., INSPECTION, TESTING, CALIBRATION OR REPAIR, INCLUDING
OVERHAUL, RECONDITIONING AND ONE-TO-ONE REPLACEMENT OF ANY DEFECTIVE ITEMS,
PARTS OR COMPONENTS, BUT EXCLUDING ANY MODIFICATION, ENHANCEMENT, UPGRADE
Page 20 of 237
OR OTHER FORM OF ALTERATION OR IMPROVEMENT THAT CHANGES THE BASIC
PERFORMANCE OF THE ITEM); AND DOES NOT INCLUDE
(E) DESIGN METHODOLOGY, SUCH AS: THE UNDERLYING ENGINEERING METHODS AND
DESIGN PHILOSOPHY UTILIZED (I.E., THE ``WHY'' OR INFORMATION THAT EXPLAINS THE
RATIONALE FOR PARTICULAR DESIGN DECISION, ENGINEERING FEATURE, OR
PERFORMANCE REQUIREMENT); ENGINEERING EXPERIENCE (E.G. LESSONS LEARNED);
AND THE RATIONALE AND ASSOCIATED DATABASES (E.G. DESIGN ALLOWABLES, FACTORS
OF SAFETY, COMPONENT LIFE PREDICTIONS, FAILURE ANALYSIS CRITERIA) THAT
ESTABLISH THE OPERATIONAL REQUIREMENTS (E.G., PERFORMANCE, MECHANICAL,
ELECTRICAL, ELECTRONIC, RELIABILITY AND MAINTAINABILITY) OF A DEFENSE ARTICLE.
(FINAL ANALYTICAL RESULTS AND THE INITIAL CONDITIONS AND PARAMETERS MAY BE
PROVIDED.)
(F) ENGINEERING ANALYSIS, SUCH AS: ANALYTICAL METHODS AND TOOLS USED TO
DESIGN OR EVALUATE A DEFENSE ARTICLE'S PERFORMANCE AGAINST THE OPERATIONAL
REQUIREMENTS. ANALYTICAL METHODS AND TOOLS INCLUDE THE DEVELOPMENT AND/OR
USE OF MOCKUPS, COMPUTER MODELS AND SIMULATIONS, AND TEST FACILITIES. (FINAL
ANALYTICAL RESULTS AND THE INITIAL CONDITIONS AND PARAMETERS MAY BE
PROVIDED.)
(G) MANUFACTURING KNOW-HOW, SUCH AS: INFORMATION THAT PROVIDES DETAILED
MANUFACTURING PROCESSES AND TECHNIQUES NEEDED TO TRANSLATE A DETAILED
DESIGN INTO A QUALIFIED, FINISHED DEFENSE ARTICLE. (INFORMATION MAY BE PROVIDED
IN A BUILD-TO-PRINT PACKAGE IDENTIFIED IN PARAGRAPH (3)(A) ABOVE THAT IS
NECESSARY IN ORDER TO PRODUCE AN ACCEPTABLE DEFENSE ARTICLE.)"
C.
SELLER SHALL PROVIDE A COPY OF EACH CERTIFICATION RECEIVED PURSUANT
TO PARAGRAPH B ABOVE TO BUYER AT THE ADDRESS SET FORTH IN PARAGRAPH H
BELOW WITHIN FIVE (5) BUSINESS DAYS OF RECEIPT BY SELLER.
D.
SELLER SHALL INCLUDE THE FOLLOWING STATEMENT ON ALL DOCUMENTATION
CREATED FROM U.S. TECHNICAL DATA:
“THIS DOCUMENT CONTAINS TECHNICAL DATA, THE USE OF WHICH IS RESTRICTED BY
THE U.S. ARMS EXPORT CONTROL ACT. THIS DATA HAS BEEN PROVIDED IN
ACCORDANCE WITH, AND SUBJECT TO, THE LIMITATIONS SPECIFIED IN PARA.126.5 OF
THE INTERNATIONAL TRAFFIC IN ARMS REGULATIONS (ITAR). BY ACCEPTING THIS
DATA, THE CONSIGNEE AGREES TO HONOR THE REQUIREMENTS OF THE ITAR''
E.
SELLER SHALL DESTROY OR RETURN TO BUYER ALL TECHNICAL DATA PROVIDED
TO SELLER BY BUYER OR PROVIDED BY SELLER TO CONTRACTORS OR
SUBCONTRACTORS, INCLUDING ANY PROSPECTIVE CONTRACTORS OR
SUBCONTRACTORS, AT THE CONCLUSION OF THIS ORDER AS DIRECTED BY BUYER,
UNLESS FOR USE BY A CANADIAN OR UNITED STATES GOVERNMENT ENTITY THAT
REQUIRES IN WRITING THE TECHNICAL DATA BE MAINTAINED. SELLER SHALL PROVIDE A
WRITTEN CERTIFICATION THAT THE TECHNICAL DATA HAS BEEN DESTROYED, HAS BEEN
RETURNED TO BUYER, OR IS BEING MAINTAINED FOR USE BY A CANADIAN OR UNITED
STATES GOVERNMENT ENTITY PURSUANT TO WRITTEN DIRECTION FROM A CANADIAN OR
UNITED STATES GOVERNMENT ENTITY.
F.
ANY PURCHASE ORDER OR SUBCONTRACT AWARDED BY SELLER, OR ANY OF
SELLER'S SUBCONTRACTORS AT ANY TIER, IN PERFORMING BUYER'S ORDER MUST
IMPOSE ALL THE LIMITATIONS SET FORTH HEREINABOVE, INCLUDING THIS PARAGRAPH F.
G.
SELLER SHALL SUBMIT A SEMI-ANNUAL REPORT OF ALL SELLER’S ON-GOING
ACTIVITIES AUTHORIZED UNDER THIS ORDER. THE REPORT WILL INCLUDE THE
PRODUCT(S) BEING PRODUCED, THE END ITEM USER(S) (I.E., NAME OF U.S. OR CANADIAN
COMPANY); THE END ITEM INTO WHICH THE PRODUCT IS TO BE INCORPORATED; THE
INTENDED END USE OF THE PRODUCT (E.G., UNITED STATES OR CANADIAN DEFENSE
CONTRACT NUMBER AND IDENTIFICATION OF PROGRAM); THE NAME AND ADDRESS OF ALL
THE CANADIAN CONTRACTORS AND SUBCONTRACTORS. THE REPORT WILL BE PREPARED
“AS OF” 31 DECEMBER AND 30 JUNE OF EACH YEAR AND MUST BE DELIVERED TO BUYER AT
THE ADDRESS SET FORTH IN PARAGRAPH H BELOW, OR VIA EMAIL TO
IMPORDA@VOUGHTAIRCRAFT.COM, ON OR BEFORE THE 25TH OF JANUARY OR THE 25TH
Page 21 of 237
OF JULY OF EACH YEAR.
H.
CERTIFICATIONS AND REPORTS SHALL BE SENT TO TRIUMPH AEROSTRUCTURES VOUGHT AIRCRAFT DIVISION, ATTENTION: IMPORT/EXPORT COMPLIANCE, M/S 49-58, P O
BOX 655907, DALLAS, TX 75265-5907, OR VIA FACSIMILE TO 972-946-3919.
I.
C108
(11-8-11)
THIS EXPORT IS AUTHORIZED PURSUANT TO 22 CFR 126.5(C).
Clause C108: In addition to and without limiting the provisions contained in Clause C107, which is a
part hereof, the following terms and conditions apply to this Order:
A.
Seller shall not disclose the technical data provided to Seller by Buyer to any other seller or
subcontractor, including any prospective seller or subcontractor, who is not a Canadian or U.S.
registered person as set forth in the Canadian Defence Production Act or the U.S. Arms Export
Control Act;
B.
Prior to disclosing the technical data provided to Seller by Buyer to any other Canadian seller
or subcontractor, including any prospective Canadian seller or subcontractor, Seller shall require that
each Canadian seller or subcontractor, including any prospective Canadian seller or subcontractor,
certify, in writing, to Seller that:
(1)
They are a “Canadian-registered person” as defined in the Canadian Defence Production Act
and will notify Buyer in the event its registration pursuant to the Canadian Defence Production Act
expires, is suspended or rescinded, or otherwise terminated for any reason or for no reason at all.
(2)
The defense services and technical data provided by Seller will be used only for the following
activities:
(a)
Preparing a quote or bid proposal in response to a written request from Seller that will be part
of a response to a written request from a department or agency of the United States Federal
Government or a Canadian federal, provincial, or territorial Government and will be returned to Seller
or destroyed at Seller's request.
(b)
Producing, designing, assembling, maintaining or servicing a defense article (i.e., hardware,
technical data) for use by a registered U.S. company; or, a U.S. Federal Government program; or for
end use in a Canadian federal provincial, or territorial Government program; and
(3)
The defense services and technical data to be provided by Seller are limited to that defined in
paragraphs (3)(a), (b), (c) and (d) below, and do not include that defined paragraphs (3)(e), (f) and (g)
below:
(a)
Build-to-print. Build-to-print means that a foreign consignee can produce a defense article
from engineering drawings without any technical assistance from a U.S. exporter. This transaction is
based strictly on a "hand-off'' approach because the foreign consignee is understood to have the
inherent capability to produce the defense article and only lacks the necessary drawings. Supporting
documentation such as acceptance criteria, and specifications, may be released on an as-required
basis (i.e. ``must have'') such that the foreign consignee would not be able to produce an acceptable
defense article without this additional supporting documentation. Documentation which is not
absolutely necessary to permit manufacture of an acceptable defense article (i.e. ``nice to have'') is not
considered within the boundaries of a ``build-to print'' data package; and/or
(b)
Build/design-to-specification. "build/design-to-specification" means that a foreign consignee
can design and produce a defense article from requirement specifications without any technical
assistance from the U.S. exporter. This transaction is based strictly on a "hands-off" approach since
the foreign consignee is understood to have the inherent capability to both design and produce the
defense article and only lacks the necessary requirement information; and/or
(c)
Basic research. ``basic research''--means a systemic study directed toward greater
knowledge or understanding of the fundamental aspects of phenomena and observable facts without
specific applications towards processes or products in mind. It does not include ``applied research''
(i.e. a systemic study to gain knowledge or understanding necessary to determine the means by which
a recognized and specific need may be met. It is a systematic application of knowledge toward the
production of useful materials, devices, and systems or methods, including design, development, and
improvement of prototypes and new processes to meet specific requirements.); and
(d)
Maintenance (i.e., inspection, testing, calibration or repair, including overhaul, reconditioning
and one-to-one replacement of any defective items, parts or components, but excluding any
Page 22 of 237
modification, enhancement, upgrade or other form of alteration or improvement that changes the basic
performance of the item); and does not include
(e)
Design methodology, such as: the underlying engineering methods and design philosophy
utilized (i.e., the "why" or information that explains the rationale for particular design decision,
engineering feature, or performance requirement); engineering experience (e.g. lessons learned); and
the rationale and associated databases (e.g. design allowables, factors of safety, component life
predictions, failure analysis criteria) that establish the operational requirements (e.g., performance,
mechanical, electrical, electronic, reliability and maintainability) of a defense article. (final analytical
results and the initial conditions and parameters may be provided.)
(f)
Engineering analysis, such as: analytical methods and tools used to design or evaluate a
defense article's performance against the operational requirements. Analytical methods and tools
include the development and/or use of mockups, computer models and simulations, and test facilities.
(final analytical results and the initial conditions and parameters may be provided.)
(g)
Manufacturing know-how, such as: information that provides detailed manufacturing
processes and techniques needed to translate a detailed design into a qualified, finished defense
article. (information may be provided in a build-to-print package identified in paragraph (3)(a) above
that is necessary in order to produce an acceptable defense article.)"
C.
Seller shall provide a copy of each certification received pursuant to paragraph b above to
Buyer at the address set forth in paragraph H below within five (5) business days of receipt by Seller.
D.
data:
Seller shall include the following statement on all documentation created from U.S. technical
“This document contains technical data, the use of which is restricted by the U.S. Arms Export Control
Act. This data has been provided in accordance with, and subject to, the limitations specified in
para.126.5 of the International Traffic in Arms Regulations (ITAR). By accepting this data, the
consignee agrees to honor the requirements of the ITAR''
E.
Seller shall destroy or return to Buyer all technical data provided to Seller by Buyer or
provided by Seller to contractors or subcontractors, including any prospective contractors or
subcontractors, at the conclusion of this Order as directed by Buyer, unless for use by a Canadian or
United States Government entity that requires in writing the technical data be maintained. Seller shall
provide a written certification that the technical data has been destroyed, has been returned to Buyer,
or is being maintained for use by a Canadian or United States Government entity pursuant to written
direction from a Canadian or United States Government entity.
F.
Any order or subcontract awarded by Seller, or any of Seller's subcontractors at any tier, in
performing Buyer's Order must impose all the limitations set forth hereinabove, including this
paragraph F.
G.
Seller shall submit a semi-annual report of all Seller’s on-going activities authorized under this
Order. The report will include the product(s) being produced, the end item user(s) (i.e., name of U.S.
or Canadian company); the end item into which the product is to be incorporated; the intended end
use of the product (e.g., United States or Canadian defense contract number and identification of
program); the name and address of all the Canadian contractors and subcontractors. The report will
be prepared “as of” 31 December and 30 June of each year and must be delivered to Buyer at the
address set forth in paragraph H below, or via email to imporda@voughtaircraft.com, on or before the
25th of January or the 25th of July of each year.
H.
Certifications and reports shall be sent to Triumph Aerostructures - Vought Aircraft Division,
attention: import/export compliance, m/s 49-58, p o box 655907, Dallas, TX 75265-5907, or via
facsimile to 972-946-3919.
I.
C108
(2-6-13)
This export is authorized pursuant to 22 CFR 126.5(c).
Clause C108: In addition to and without limiting the provisions contained in Clause C107, which is a
part hereof, the following terms and conditions apply to this Order:
A.
Seller shall not disclose the technical data provided to Seller by Buyer to any other seller or
subcontractor, including any prospective seller or subcontractor, who is not a Canadian or U.S.
registered person as set forth in the Canadian Defence Production Act or the U.S. Arms Export
Control Act;
Page 23 of 237
B.
Prior to disclosing the technical data provided to Seller by Buyer to any other Canadian seller
or subcontractor, including any prospective Canadian seller or subcontractor, Seller shall require that
each Canadian seller or subcontractor, including any prospective Canadian seller or subcontractor,
certify, in writing, to Seller that:
(1)
They are a “Canadian-registered person” as defined in the Canadian Defence Production Act
and will notify Buyer in the event its registration pursuant to the Canadian Defence Production Act
expires, is suspended or rescinded, or otherwise terminated for any reason or for no reason at all.
(2)
The defense services and technical data provided by Seller will be used only for the following
activities:
(a)
Preparing a quote or bid proposal in response to a written request from Seller that will be part
of a response to a written request from a department or agency of the United States Federal
Government or a Canadian federal, provincial, or territorial Government and will be returned to Seller
or destroyed at Seller's request.
(b)
Producing, designing, assembling, maintaining or servicing a defense article (i.e., hardware,
technical data) for use by a registered U.S. company; or, a U.S. Federal Government program; or for
end use in a Canadian federal provincial, or territorial Government program; and
(3)
The defense services and technical data to be provided by Seller are limited to that defined in
paragraphs (3)(a), (b), (c) and (d) below, and do not include that defined paragraphs (3)(e), (f) and (g)
below:
(a)
Build-to-print. Build-to-print means that a foreign consignee can produce a defense article
from engineering drawings without any technical assistance from a U.S. exporter. This transaction is
based strictly on a "hand-off'' approach because the foreign consignee is understood to have the
inherent capability to produce the defense article and only lacks the necessary drawings. Supporting
documentation such as acceptance criteria, and specifications, may be released on an as-required
basis (i.e. ``must have'') such that the foreign consignee would not be able to produce an acceptable
defense article without this additional supporting documentation. Documentation which is not
absolutely necessary to permit manufacture of an acceptable defense article (i.e. ``nice to have'') is not
considered within the boundaries of a ``build-to print'' data package; and/or
(b)
Build/design-to-specification. "build/design-to-specification" means that a foreign consignee
can design and produce a defense article from requirement specifications without any technical
assistance from the U.S. exporter. This transaction is based strictly on a "hands-off" approach since
the foreign consignee is understood to have the inherent capability to both design and produce the
defense article and only lacks the necessary requirement information; and/or
(c)
Basic research. ``basic research''--means a systemic study directed toward greater
knowledge or understanding of the fundamental aspects of phenomena and observable facts without
specific applications towards processes or products in mind. It does not include ``applied research''
(i.e. a systemic study to gain knowledge or understanding necessary to determine the means by which
a recognized and specific need may be met. It is a systematic application of knowledge toward the
production of useful materials, devices, and systems or methods, including design, development, and
improvement of prototypes and new processes to meet specific requirements.); and
(d)
Maintenance (i.e., inspection, testing, calibration or repair, including overhaul, reconditioning
and one-to-one replacement of any defective items, parts or components, but excluding any
modification, enhancement, upgrade or other form of alteration or improvement that changes the basic
performance of the item); and does not include
(e)
Design methodology, such as: the underlying engineering methods and design philosophy
utilized (i.e., the "why" or information that explains the rationale for particular design decision,
engineering feature, or performance requirement); engineering experience (e.g. lessons learned); and
the rationale and associated databases (e.g. design allowables, factors of safety, component life
predictions, failure analysis criteria) that establish the operational requirements (e.g., performance,
mechanical, electrical, electronic, reliability and maintainability) of a defense article. (final analytical
results and the initial conditions and parameters may be provided.)
(f)
Engineering analysis, such as: analytical methods and tools used to design or evaluate a
defense article's performance against the operational requirements. Analytical methods and tools
include the development and/or use of mockups, computer models and simulations, and test facilities.
(final analytical results and the initial conditions and parameters may be provided.)
Page 24 of 237
(g)
Manufacturing know-how, such as: information that provides detailed manufacturing
processes and techniques needed to translate a detailed design into a qualified, finished defense
article. (information may be provided in a build-to-print package identified in paragraph (3)(a) above
that is necessary in order to produce an acceptable defense article.)"
C.
Seller shall provide a copy of each certification received pursuant to paragraph b above to
Buyer at the address set forth in paragraph H below within five (5) business days of receipt by Seller.
D.
data:
Seller shall include the following statement on all documentation created from U.S. technical
“This document contains technical data, the use of which is restricted by the U.S. Arms Export Control
Act. This data has been provided in accordance with, and subject to, the limitations specified in
para.126.5 of the International Traffic in Arms Regulations (ITAR). By accepting this data, the
consignee agrees to honor the requirements of the ITAR''
E.
Seller shall destroy or return to Buyer all technical data provided to Seller by Buyer or
provided by Seller to contractors or subcontractors, including any prospective contractors or
subcontractors, at the conclusion of this Order as directed by Buyer, unless for use by a Canadian or
United States Government entity that requires in writing the technical data be maintained. Seller shall
provide a written certification that the technical data has been destroyed, has been returned to Buyer,
or is being maintained for use by a Canadian or United States Government entity pursuant to written
direction from a Canadian or United States Government entity.
F.
Any order or subcontract awarded by Seller, or any of Seller's subcontractors at any tier, in
performing Buyer's Order must impose all the limitations set forth hereinabove, including this
paragraph F.
G.
Seller shall submit a semi-annual report of all Seller’s on-going activities authorized under this
Order. The report will include the product(s) being produced, the end item user(s) (i.e., name of U.S.
or Canadian company); the end item into which the product is to be incorporated; the intended end
use of the product (e.g., United States or Canadian defense contract number and identification of
program); the name and address of all the Canadian contractors and subcontractors. The report will
be prepared “as of” 31 December and 30 June of each year and must be delivered to Buyer at the
address set forth in paragraph H below, or via email to imporda@triumphgroup.com, on or before the
25th of January or the 25th of July of each year.
H.
Certifications and reports shall be sent to Triumph Aerostructures - Vought Aircraft Division,
attention: import/export compliance, m/s 49-58, p o box 655907, Dallas, TX 75265-5907, or via
facsimile to 972-946-3919.
I.
C108
(5-6-13)
This export is authorized pursuant to 22 CFR 126.5(c).
Clause C108: In addition to and without limiting the provisions contained in Clause C107, which is a
part hereof, the following terms and conditions apply to this Order:
A.
Seller shall not disclose the technical data provided to Seller by Buyer to any other seller or
subcontractor, including any prospective seller or subcontractor, who is not a Canadian or U.S.
registered person as set forth in the Canadian Defence Production Act or the U.S. Arms Export
Control Act;
B.
Prior to disclosing the technical data provided to Seller by Buyer to any other Canadian seller
or subcontractor, including any prospective Canadian seller or subcontractor, Seller shall require that
each Canadian seller or subcontractor, including any prospective Canadian seller or subcontractor,
certify, in writing, to Seller that:
(1)
They are a “Canadian-registered person” as defined in the Canadian Defence Production Act
and will notify Buyer in the event its registration pursuant to the Canadian Defence Production Act
expires, is suspended or rescinded, or otherwise terminated for any reason or for no reason at all.
(2)
The defense services and technical data provided by Seller will be used only for the following
activities:
(a)
Preparing a quote or bid proposal in response to a written request from Seller that will be part
of a response to a written request from a department or agency of the United States Federal
Government or a Canadian federal, provincial, or territorial Government and will be returned to Seller
or destroyed at Seller's request.
Page 25 of 237
(b)
Producing, designing, assembling, maintaining or servicing a defense article (i.e., hardware,
technical data) for use by a registered U.S. company; or, a U.S. Federal Government program; or for
end use in a Canadian federal provincial, or territorial Government program; and
(3)
The defense services and technical data to be provided by Seller are limited to that defined in
paragraphs (3)(a), (b), (c) and (d) below, and do not include that defined paragraphs (3)(e), (f) and (g)
below:
(a)
Build-to-print. “Build-to-print” means that a foreign consignee can produce a defense article
from engineering drawings without any technical assistance from a U.S. exporter. This transaction is
based strictly on a “hand-off” approach because the foreign consignee is understood to have the
inherent capability to produce the defense article and only lacks the necessary drawings. Supporting
documentation such as acceptance criteria, and specifications, may be released on an as-required
basis (i.e. “must have”) such that the foreign consignee would not be able to produce an acceptable
defense article without this additional supporting documentation. Documentation which is not
absolutely necessary to permit manufacture of an acceptable defense article (i.e. “nice to have”) is not
considered within the boundaries of a “build-to print” data package; and/or
(b)
Build/design-to-specification. “Build/design-to-specification” means that a foreign consignee
can design and produce a defense article from requirement specifications without any technical
assistance from the U.S. exporter. This transaction is based strictly on a “hands-off” approach since
the foreign consignee is understood to have the inherent capability to both design and produce the
defense article and only lacks the necessary requirement information; and/or
(c)
Basic research. “Basic research” means a systemic study directed toward greater knowledge
or understanding of the fundamental aspects of phenomena and observable facts without specific
applications towards processes or products in mind. It does not include “applied research” (i.e. a
systemic study to gain knowledge or understanding necessary to determine the means by which a
recognized and specific need may be met. It is a systematic application of knowledge toward the
production of useful materials, devices, and systems or methods, including design, development, and
improvement of prototypes and new processes to meet specific requirements.); and
(d)
Maintenance (i.e., inspection, testing, calibration or repair, including overhaul, reconditioning
and one-to-one replacement of any defective items, parts or components, but excluding any
modification, enhancement, upgrade or other form of alteration or improvement that changes the basic
performance of the item); and does not include
(e)
Design methodology, such as: the underlying engineering methods and design philosophy
utilized (i.e., the “why” or information that explains the rationale for particular design decision,
engineering feature, or performance requirement); engineering experience (e.g. lessons learned); and
the rationale and associated databases (e.g. design allowables, factors of safety, component life
predictions, failure analysis criteria) that establish the operational requirements (e.g., performance,
mechanical, electrical, electronic, reliability and maintainability) of a defense article. (Final analytical
results and the initial conditions and parameters may be provided.)
(f)
Engineering analysis, such as: analytical methods and tools used to design or evaluate a
defense article's performance against the operational requirements. Analytical methods and tools
include the development and/or use of mockups, computer models and simulations, and test facilities.
(Final analytical results and the initial conditions and parameters may be provided.)
(g)
Manufacturing know-how, such as: information that provides detailed manufacturing
processes and techniques needed to translate a detailed design into a qualified, finished defense
article. (Information may be provided in a build-to-print package identified in paragraph (3)(a) above
that is necessary in order to produce an acceptable defense article.)
C.
Seller shall provide a copy of each certification received pursuant to paragraph b above to
Buyer at the address set forth in paragraph H below within five (5) business days of receipt by Seller.
D.
data:
Seller shall include the following statement on all documentation created from U.S. technical
“This document contains technical data, the use of which is restricted by the U.S. Arms Export Control
Act. This data has been provided in accordance with, and subject to, the limitations specified in
para.126.5 of the International Traffic in Arms Regulations (ITAR). By accepting this data, the
consignee agrees to honor the requirements of the ITAR”
E.
Seller shall destroy or return to Buyer all technical data provided to Seller by Buyer or
Page 26 of 237
provided by Seller to contractors or subcontractors, including any prospective contractors or
subcontractors, at the conclusion of this Order as directed by Buyer, unless for use by a Canadian or
United States Government entity that requires in writing the technical data be maintained. Seller shall
provide a written certification that the technical data has been destroyed, has been returned to Buyer,
or is being maintained for use by a Canadian or United States Government entity pursuant to written
direction from a Canadian or United States Government entity.
F.
Any order or subcontract awarded by Seller, or any of Seller's subcontractors at any tier, in
performing Buyer's Order must impose all the limitations set forth hereinabove, including this
paragraph F.
G.
Seller shall submit a semi-annual report of all Seller’s on-going activities authorized under this
Order. The report will include the product(s) being produced, the end item user(s) (i.e., name of U.S.
or Canadian company); the end item into which the product is to be incorporated; the intended end
use of the product (e.g., United States or Canadian defense contract number and identification of
program); the name and address of all the Canadian contractors and subcontractors. The report will
be prepared “as of” 31 December and 30 June of each year and must be delivered to Buyer at the
address set forth in paragraph H below, or via email to imporda@triumphgroup.com, on or before the
25th of January or the 25th of July of each year.
H.
Certifications and reports shall be sent to Triumph Aerostructures - Vought Aircraft Division,
Attention: Import/Export Compliance, M/S 220-60, PO Box 655907, Dallas, TX 75265-5907, or via
facsimile to 972-946-3919.
I.
C108
(1-15-14)
This export is authorized pursuant to 22 CFR 126.5(c).
Clause C108: In addition to and without limiting the provisions contained in Clause C107, which is a
part hereof, the following terms and conditions apply to this Order:
A.
Seller shall not disclose the technical data provided to Seller by Buyer to any other seller or
subcontractor, including any prospective seller or subcontractor, who is not a Canadian or U.S.
registered person as set forth in the Canadian Defence Production Act or the U.S. Arms Export
Control Act;
B.
Prior to disclosing the technical data provided to Seller by Buyer to any other Canadian seller
or subcontractor, including any prospective Canadian seller or subcontractor, Seller shall require that
each Canadian seller or subcontractor, including any prospective Canadian seller or subcontractor,
certify, in writing, to Seller that:
(1)
They are a “Canadian-registered person” as defined in the Canadian Defence Production Act
and will notify Buyer in the event its registration pursuant to the Canadian Defence Production Act
expires, is suspended or rescinded, or otherwise terminated for any reason or for no reason at all.
(2)
The defense services and technical data provided by Seller will be used only for the following
activities:
(a)
Preparing a quote or bid proposal in response to a written request from Seller that will be part
of a response to a written request from a department or agency of the United States Federal
Government or a Canadian federal, provincial, or territorial Government and will be returned to Seller
or destroyed at Seller's request.
(b)
Producing, designing, assembling, maintaining or servicing a defense article (i.e., hardware,
technical data) for use by a registered U.S. company; or, a U.S. Federal Government program; or for
end use in a Canadian federal provincial, or territorial Government program; and
(3)
The defense services and technical data to be provided by Seller are limited to that defined in
paragraphs (3)(a), (b), (c) and (d) below, and do not include that defined paragraphs (3)(e), (f) and (g)
below:
(a)
Build-to-print. “Build-to-print” means that a foreign consignee can produce a defense article
from engineering drawings without any technical assistance from a U.S. exporter. This transaction is
based strictly on a “hand-off” approach because the foreign consignee is understood to have the
inherent capability to produce the defense article and only lacks the necessary drawings. Supporting
documentation such as acceptance criteria, and specifications, may be released on an as-required
basis (i.e. “must have”) such that the foreign consignee would not be able to produce an acceptable
defense article without this additional supporting documentation. Documentation which is not
absolutely necessary to permit manufacture of an acceptable defense article (i.e. “nice to have”) is not
Page 27 of 237
considered within the boundaries of a “build-to print” data package; and/or
(b)
Build/design-to-specification. “Build/design-to-specification” means that a foreign consignee
can design and produce a defense article from requirement specifications without any technical
assistance from the U.S. exporter. This transaction is based strictly on a “hands-off” approach since
the foreign consignee is understood to have the inherent capability to both design and produce the
defense article and only lacks the necessary requirement information; and/or
(c)
Basic research. “Basic research” means a systemic study directed toward greater knowledge
or understanding of the fundamental aspects of phenomena and observable facts without specific
applications towards processes or products in mind. It does not include “applied research” (i.e. a
systemic study to gain knowledge or understanding necessary to determine the means by which a
recognized and specific need may be met. It is a systematic application of knowledge toward the
production of useful materials, devices, and systems or methods, including design, development, and
improvement of prototypes and new processes to meet specific requirements.); and
(d)
Maintenance (i.e., inspection, testing, calibration or repair, including overhaul, reconditioning
and one-to-one replacement of any defective items, parts or components, but excluding any
modification, enhancement, upgrade or other form of alteration or improvement that changes the basic
performance of the item); and does not include
(e)
Design methodology, such as: the underlying engineering methods and design philosophy
utilized (i.e., the “why” or information that explains the rationale for particular design decision,
engineering feature, or performance requirement); engineering experience (e.g. lessons learned); and
the rationale and associated databases (e.g. design allowables, factors of safety, component life
predictions, failure analysis criteria) that establish the operational requirements (e.g., performance,
mechanical, electrical, electronic, reliability and maintainability) of a defense article. (Final analytical
results and the initial conditions and parameters may be provided.)
(f)
Engineering analysis, such as: analytical methods and tools used to design or evaluate a
defense article's performance against the operational requirements. Analytical methods and tools
include the development and/or use of mockups, computer models and simulations, and test facilities.
(Final analytical results and the initial conditions and parameters may be provided.)
(g)
Manufacturing know-how, such as: information that provides detailed manufacturing
processes and techniques needed to translate a detailed design into a qualified, finished defense
article. (Information may be provided in a build-to-print package identified in paragraph (3)(a) above
that is necessary in order to produce an acceptable defense article.)
C.
Seller shall provide a copy of each certification received pursuant to paragraph b above to
Buyer at the address set forth in paragraph H below within five (5) business days of receipt by Seller.
D.
data:
Seller shall include the following statement on all documentation created from U.S. technical
“This document contains technical data, the use of which is restricted by the U.S. Arms Export Control
Act. This data has been provided in accordance with, and subject to, the limitations specified in
para.126.5 of the International Traffic in Arms Regulations (ITAR). By accepting this data, the
consignee agrees to honor the requirements of the ITAR”
E.
Seller shall destroy or return to Buyer all technical data provided to Seller by Buyer or
provided by Seller to contractors or subcontractors, including any prospective contractors or
subcontractors, at the conclusion of this Order as directed by Buyer, unless for use by a Canadian or
United States Government entity that requires in writing the technical data be maintained. Seller shall
provide a written certification that the technical data has been destroyed, has been returned to Buyer,
or is being maintained for use by a Canadian or United States Government entity pursuant to written
direction from a Canadian or United States Government entity.
F.
Any order or subcontract awarded by Seller, or any of Seller's subcontractors at any tier, in
performing Buyer's Order must impose all the limitations set forth hereinabove, including this
paragraph F.
G.
Seller shall submit a semi-annual report of all Seller’s on-going activities authorized under this
Order. The report will include the product(s) being produced, the end item user(s) (i.e., name of U.S.
or Canadian company); the end item into which the product is to be incorporated; the intended end
use of the product (e.g., United States or Canadian defense contract number and identification of
program); the name and address of all the Canadian contractors and subcontractors. The report will
Page 28 of 237
be prepared “as of” 31 December and 30 June of each year and must be delivered to Buyer at the
address set forth in paragraph H below, or via email to imporda@triumphgroup.com, on or before the
25th of January or the 25th of July of each year.
H.
Certifications and reports shall be sent to Triumph Aerostructures - Vought Aircraft Division,
Attention: Import/Export Compliance, 1401 Nolan Ryan Expressway, Suite 300, Arlington, TX 76011.
I.
This export is authorized pursuant to 22 CFR 126.5(c).
C111.000
STANDARD NOTE C111: THIS ORDER IS PLACED PURSUANT TO MANUFACTURING LICENSE
AGREEMENT ("MLA") DATED _________ BETWEEN THE PARTIES. THE MLA IS BY THIS
REFERENCE MADE A PART OF THIS ORDER. SELLER MUST SUBMIT AN ANNUAL REPORT OF
SALES OR OTHER TRANSFERS TO BUYER AS SET FORTH IN THE MLA FOR THE PERIOD 1
JANUARY THROUGH 31 DECEMBER OF EACH YEAR. SELLER SHALL TRANSMIT THE ANNUAL
REPORT TO BUYER BY 15 JANUARY OF EACH YEAR VIA FACSIMILE __________ OR VIA
EMAIL IMPORDA@VOUGHTAIRCRAFT.COM. VOUGHT AIRCRAFT INDUSTRIES, INC., ITS
CUSTOMERS OR GOVERNMENT REGULATORY AGENCIES HAVE THE RIGHT OF ENTRY INTO
THE SELLER'S AND/OR ANY OF SELLER'S SUBONTRACTOR'S FACILITIES FOR THE PURPOSE
OF VERIFYING THE QUANTITIES OF ARTICLES PRODUCED OVERSEAS AND THEIR
DISPOSITION AND THE CONTROLS PUT IN PLACE TO ENSURE COMPLIANCE WITH
RESTRICTIONS IN THE MLA ON PRODUCTION QUANTITIES AND THIRD-PARTY TRANSFERS.
C111
Clause C111: This Order is placed pursuant to Manufacturing License Agreement ("MLA") dated
_________ between the parties. The MLA is by this reference made a part of this Order. Seller must
submit an annual report of sales or other transfers to Buyer as set forth in the MLA for the period 1
January through 31 December of each year. Seller shall transmit the annual report to Buyer by 15
January of each year via facsimile or via email to imporda@voughtaircraft.com. Buyer, its customers
or Government regulatory agencies have the right of entry into the Seller's and/or any of Seller's
subcontractor's facilities for the purpose of verifying the quantities of articles produced overseas and
their disposition and the controls put in place to ensure compliance with restrictions in the MLA on
production quantities and third-party transfers.
(11-8-11)
C111
(2-6-13)
C111
(5-6-13)
Clause C111: This Order is placed pursuant to Manufacturing License Agreement ("MLA") dated
_________ between the parties. The MLA is by this reference made a part of this Order. Seller must
submit an annual report of sales or other transfers to Buyer as set forth in the MLA for the period 1
January through 31 December of each year. Seller shall transmit the annual report to Buyer by 15
January of each year via facsimile or via email to imporda@triumphgroup.com. Buyer, its customers
or Government regulatory agencies have the right of entry into the Seller's and/or any of Seller's
subcontractor's facilities for the purpose of verifying the quantities of articles produced overseas and
their disposition and the controls put in place to ensure compliance with restrictions in the MLA on
production quantities and third-party transfers.
Clause C111: This Order is placed pursuant to Manufacturing License Agreement ("MLA") dated
_________ between the parties. The MLA is by this reference made a part of this Order. Seller must
submit an annual report of sales or other transfers to Buyer as set forth in the MLA for the period 1
January through 31 December of each year. Seller shall transmit the annual report to Buyer by 15
January of each year via facsimile or via email to imporda@triumphgroup.com. Buyer, its customers
or Government regulatory agencies have the right of entry into the Seller's and/or any of Seller's
subcontractor's facilities for the purpose of verifying the quantities of articles produced overseas and
their disposition and the controls put in place to ensure compliance with restrictions in the MLA on
production quantities and third-party transfers.
These commodities are authorized for export by the U.S. Government only to the United States. They
may not be resold, diverted, transferred, transshipped, or otherwise be disposed of in any other
country, either in their original form or after being incorporated through an intermediate process into
other end-items, without the prior written approval of the U.S. Department of State.
D111.000
SELLER SHALL PRODUCE THE SUPPLIES AND/OR SERVICES DESCRIBED IN THIS PURCHASE
Page 29 of 237
ORDER (PO) IN ACCORDANCE WITH THE ENGINEERING DATA LISTED IN AND TRANSMITTED
BY PURCHASE ORDER ENGINEERING TRANSMITTAL (POET) NUMBER(S) _____.
THE
ENGINEERING DATA LISTED THEREIN IS HEREBY INCORPORATED IN THIS PURCHASE ORDER
AND BY THIS REFERENCE MADE A PART HEREOF.
SELLER SHALL PROMPTLY
ACKNOWLEDGE RECEIPT THEREOF. IF ANY DISCREPANCIES ARE NOTED IN THE DATA
RECEIVED, SELLER SHALL PROMPTLY NOTIFY BUYER'S ENGINEERING LIAISON
REPRESENTATIVE AT PHONE NO. (972) 946-5406 OR FAX NO. (972) 946-4283.
D111.002
D113.000
D113.001
CLAUSE D111: SELLER SHALL PRODUCE THE SUPPLIES AND/OR SERVICES DESCRIBED IN
THIS PURCHASE ORDER (PO) IN ACCORDANCE WITH THE ENGINEERING DATA LISTED IN AND
TRANSMITTED BY THE PURCHASE ORDER ENGINEERING TRANSMITTAL (POET) NUMBER(S)
APPLICABLE TO THIS PO.
THE ENGINEERING DATA LISTED THEREIN IS HEREBY
INCORPORATED IN THIS PURCHASE ORDER AND BY THIS REFERENCE MADE A PART
HEREOF.
SELLER SHALL PROMPTLY ACKNOWLEDGE RECEIPT THEREOF.
IF ANY
DISCREPANCIES ARE NOTED IN THE DATA RECEIVED, SELLER SHALL PROMPTLY NOTIFY
BUYER'S ENGINEERING LIAISON REPRESENTATIVE AT PHONE NO. (972) 946-5406 OR FAX NO.
(972) 946-4283.
SELLER UNDERSTANDS AND AGREES THAT:
(A)
THE DEFENSE ARTICLES TO BE PRODUCED FOR BUYER WHICH ARE DESCRIBED
ELSEWHERE HEREIN SHALL BE DELIVERED ONLY TO BUYER OR TO AN AGENCY OF
THE U.S. GOVERNMENT AS BUYER MAY DIRECT;
(B)
TECHNICAL DATA PROVIDED TO SELLER BY BUYER SHALL BE USED ONLY TO
MANUFACTURE THE DEFENSE ARTICLES DESCRIBED IN AND REQUIRED BY BUYER'S
PURCHASE ORDER;
(C)
TECHNICAL DATA PROVIDED TO SELLER BY BUYER SHALL NOT BE DISCLOSED TO
ANY OTHER PERSON EXCEPT DULY QUALIFIED SUBCONTRACTORS WITHIN THE SAME
COUNTRY AS SELLER;
(D)
NO FOREIGN PERSON SHALL ACQUIRE ANY RIGHTS IN THE TECHNICAL DATA
PROVIDED TO SELLER BY BUYER;
(E)
ALL TECHNICAL DATA PROVIDED TO SELLER BY BUYER OR PROVIDED BY SELLER TO
SUBCONTRACTORS SHALL BE RETURNED TO BUYER OR BE DESTROYED AT THE
CONCLUSION OF THIS AGREEMENT AS DIRECTED BY BUYER; AND
(F)
ANY PURCHASE ORDER OR SUBCONTRACT AWARDED BY SELLER, OR ANY OF
SELLER'S SUBCONTRACTORS AT ANY TIER, IN PERFORMING BUYER'S PURCHASE
ORDER MUST IMPOSE ALL THE LIMITATIONS SET FORTH HEREINABOVE, INCLUDING
THIS PARAGRAPH (F).
SELLER UNDERSTANDS AND AGREES THAT:
(A) TECHNICAL DATA PROVIDED TO SELLER BY BUYER SHALL BE USED ONLY TO
MANUFACTURE THE DEFENSE ARTICLES DESCRIBED IN AND REQUIRED BY BUYER'S
PURCHASE ORDER.
(B) TECHNICAL DATA PROVIDED TO SELLER BY BUYER SHALL NOT BE DISCLOSED TO ANY
OTHER PERSON EXCEPT DULY QUALIFIED SUBCONTRACTORS WITHIN THE SAME
COUNTRY AS SELLER.
(C) NO FOREIGN PERSON SHALL ACQUIRE ANY RIGHTS IN THE TECHNICAL DATA
PROVIDED TO SELLER BY BUYER. A FOREIGN PERSON MEANS ANY NATURAL PERSON
WHO IS NOT A LAWFUL PERMANENT RESIDENT OF THE UNITED STATES OF AMERICA
AS DEFINED BY 8 UNITED STATES CODE (“U.S.C.”) 1101(A)(20) OR WHO IS NOT A
PROTECTED INDIVIDUAL AS DEFINED BY 8 U.S.C. 1324B(A)(3). IT ALSO MEANS ANY
FOREIGN CORPORATION, BUSINESS ASSOCIATION, PARTNERSHIP, TRUST, SOCIETY OR
ANY OTHER ENTITY OR GROUP THAT IS NOT INCORPORATED OR ORGANIZED TO DO
BUSINESS IN THE UNITED STATES, AS WELL AS INTERNATIONAL ORGANIZATIONS,
FOREIGN GOVERNMENTS AND ANY AGENCY OR SUBDIVISION OF FOREIGN
GOVERNMENTS (E.G. DIPLOMATIC MISSIONS).
(D) ALL TECHNICAL DATA PROVIDED TO SELLER BY BUYER OR PROVIDED BY SELLER TO
Page 30 of 237
SUBCONTRACTORS SHALL BE RETURNED TO BUYER OR BE DESTROYED AT THE
CONCLUSION OF THIS AGREEMENT AS DIRECTED BY BUYER.
(E) THE DEFENSE ARTICLES TO BE PRODUCED FOR BUYER WHICH ARE DESCRIBED
ELSEWHERE HEREIN SHALL BE DELIVERED ONLY TO BUYER OR TO AN AGENCY OF THE
U.S. GOVERNMENT AS BUYER MAY DIRECT.
(F) ANY PURCHASE ORDER OR SUBCONTRACT AWARDED BY SELLER, OR ANY OF
SELLER'S SUBCONTRACTORS AT ANY TIER, IN PERFORMING BUYER'S PURCHASE
ORDER MUST IMPOSE ALL THE LIMITATIONS SET FORTH HEREINABOVE, INCLUDING
THIS PARAGRAPH (F).”
E120.002
CLAUSE E120: THE TOTAL NOT-TO-EXCEED CEILING AMOUNT OF THIS ORDER IS $_______
E120
Clause E120: The total not-to-exceed ceiling amount of this Order is $_______.
(11-8-11)
E121.002
CLAUSE E121: THE SERVICES TO BE PERFORMED UNDER THIS ORDER ARE AS FOLLOWS:
_______
E122.003
CLAUSE E122: THE PERIOD OF PERFORMANCE OF THIS ORDER IS FROM ______________ TO
_____________
E123.004
CLAUSE E123: SELLER SHALL BE PAID AS FOLLOWS UPON THE SUBMISSION OF INVOICES:
1. FIXED HOURLY BILLING RATE – THE AMOUNTS COMPUTED BY MULTIPLYING THE FIXED
HOURLY BILLING RATE, OR RATES, SET FORTH IN THE SCHEDULE OF RATES BELOW, BY
THE NUMBER OF DIRECT LABOR HOURS PERFORMED.
2. FRACTIONAL PARTS OF AN HOUR SHALL BE PAYABLE ON A PRORATED BASIS.
3. INVOICES MAY BE SUBMITTED __________.
4. SELLER WILL SUBSTANTIATE INVOICES BY EVIDENCE OF ACTUAL PAYMENT AND BY
INDIVIDUAL DAILY JOB TIMECARDS OR SUCH OTHER SUBSTANTIATION APPROVED BY THE
BUYER.
5. PROMPTLY AFTER RECEIPT OF EACH SUBSTANTIATED INVOICE, MAKE PAYMENT
THEREON, EXCEPT AS OTHERWISE PROVIDED IN THIS ORDER, AND SUBJECT TO THE
PROVISIONS LISTED BELOW.
A. DIRECT MATERIALS ARE DEFINED AS THOSE MATERIALS WHICH ENTER DIRECTLY INTO
THE END PRODUCT, OR WHICH ARE USED OR CONSUMED DIRECTLY IN CONNECTION
WITH THE FURNISHING OF SUCH PRODUCT.
B. ALLOWABLE COST OF DIRECT MATERIAL AND MATERIAL HANDLING COST SHALL BE
VERIFIED BY FINANCE AUDIT
C. SELLER SHALL SUPPORT ALL MATERIAL COSTS CLAIMED BY SUBMITTING PAID INVOICES
OR STOREROOM REQUISITIONS OR BY OTHER SUBSTANTIATION ACCEPTABLE TO THE
BUYER.
E126.002
CLAUSE E126: REPORTS
SUPPLIER SHALL ESTABLSH AND MAINTAIN A PERFORMANCE LOG INDICATING THE NUMBER
OF HOURS AND DOLLARS EXPENDED EACH WEEK. A COPY OF THE PERFORMANCE LOG
SHALL BE SUBMITTED TO THE BUYER ON A WEEKLY BASIS.
E130.002
CLAUSE E130: SCHEDULE OF RATES
PROVISIONAL HOURLY BILLING RATES
1. PENDING FINAL NEGOTIATION OF RATES, THE FOLLOWING RATE OR RATES ARE
Page 31 of 237
PROVISIONAL BILLING RATES FOR USE DURING THE PERIOD ________ THROUGH ________.
2. THE SELLER AGREES TO ENTER PROMTLY INTO NEGOTIATIONS WITH THE BUYER TO
ESTABLISH FIRM RATES.
3. THE TARGET DATE FOR DEFINITIZATION OF SUCH RATES IS __________.
4. THE SELLER AGREES TO SUBMIT HIS PROPOSAL AND COST OR PRICING DATA
SUPPORTING THAT QUOTATION.
5. UPON CONCLUSION OF THE NEGOTIATION AND AGREEMENT OF THE RATE OR RATES,
SUCH ADJUSTMENT TO THE PROVISIONAL HOURLY BILLING RATES SHALL BE EVIDENCED BY
AN AMENDMENT TO THIS ORDER.
E804.000
THIS CHANGE ORDER AUTHORIZES DIRECT SHIPMENT OF BUYER FURNISHED MATERIAL TO
SELLER'S FACILITY. SELLER MUST ACCOMPLISH OR VERIFY THE FOLLOWING:
(1)
VERIFY BUYER SOURCE INSPECTION OCCURRED PRIOR TO SHIPMENT. IF BUYER
SOURCE INSPECTION WAS NOT PERFORMED, AS INDICATED ON THE PACKING SLIP,
SEGREGATE MATERIAL AND STORE IN A CONTROLLED ACCESS AREA, PROHIBITING
RELEASE OF MATERIAL; THEN, CONTACT BUYER'S SUPPLIER QUALITY SUPPORT
ORGANIZATION FOR INSTRUCTIONS.
(2)
PERFORM VISUAL INSPECTION FOR SHIPPING AND HANDLING DAMAGE.
(3)
IF PARTS ARE IN AN UNQUALIFIED STATUS, E.G., PRIOR SAMPLE APPROVAL (PSA),
SELLER IS RESPONSIBLE FOR MAINTAINING SERIAL NUMBER TRACEABILITY
THROUGH ALL MANUFACTURING OPERATIONS.
(4)
CONFIRM QUANTITY DELIVERED MATCHES QUANTITY SPECIFIED ON THE PACKING
SLIP.
(5)
PERFORM HARDNESS/ELECTRICAL CONDUCTIVITY TESTING AS APPLICABLE TO
ASSURE MATERIAL TEMPER IS CORRECT TO CONDITION SPECIFIED ON THE
PACKING SLIP.
(6)
FORWARD A COPY OF THE PACKING SHEET, STAMPED BY NORTHROP GRUMMAN
INTEGRATED SYSTEMS AND AEROSTRUCTURES SECTOR SOURCE INSPECTION, TO
NORTHROP GRUMMAN CORPORATION, ISA SECTOR, ATTN: MHV CONTROL, M/S 4985, P.O. BOX 655907, DALLAS, TX 75265-5907.
FAILURE TO NOTIFY BUYER OF ANY DISCREPANCIES WITHIN 30 DAYS SHALL BE CONSTRUED
AS SELLER'S ACCEPTANCE.
E804.001
THIS CHANGE ORDER AUTHORIZES DIRECT SHIPMENT OF BUYER FURNISHED MATERIAL TO
SELLER'S FACILITY. SELLER MUST ACCOMPLISH OR VERIFY THE FOLLOWING:
(1) VERIFY BUYER SOURCE/KEY PLAN INSPECTION OCCURRED PRIOR TO SHIPMENT.
COPIES OF CERTIFICATIONS/TEST REPORTS OR BUYER'S FORM NO. 0-81453, ENTITLED
"REQUEST FOR TRANSFER (J-REQ)," WITH EVIDENCE OF BUYER SOURCE/KEY PLAN
INSPECTION MUST BE INCLUDED WITH THE SHIPMENT TO SELLER. IF BUYER SOURCE/KEY
PLAN INSPECTION WAS NOT PERFORMED, AS INDICATED ON THE PACKING SLIP, SEGREGATE
MATERIAL AND STORE IN A CONTROLLED ACCESS AREA, PROHIBITING RELEASE OF
MATERIAL; THEN, CONTACT BUYER'S MATERIAL QUALITY ORGANIZATION FOR
INSTRUCTIONS.
NOTE: IF BUYER SOURCE/KEY PLAN INSPECTION WAS NOT PERFORMED, SELLER SHALL
PERFORM HARDNESS/ELECTRICAL CONDUCTIVITY TESTING AS APPLICABLE TO ASSURE
MATERIAL TEMPER IS CORRECT TO CONDITION SPECIFIED ON THE PACKING SLIP AND
FORWARD A COPY OF THE PACKING SHEET, STAMPED BY NORTHROP GRUMMAN
INTEGRATED SYSTEMS AND AEROSTRUCTURES SECTOR SOURCE INSPECTION, TO
NORTHROP GRUMMAN CORPORATION, ISA SECTOR, ATTN: MHV CONTROL, M/S 49-85, P.O.
BOX 655907, DALLAS, TX 75265-5907.
(2) PERFORM VISUAL INSPECTION FOR SHIPPING AND HANDLING DAMAGE.
(3) IF PARTS ARE IN AN UNQUALIFIED STATUS, E.G., PRIOR SAMPLE APPROVAL (PSA),
SELLER IS RESPONSIBLE FOR MAINTAINING SERIAL NUMBER TRACEABILITY THROUGH ALL
Page 32 of 237
MANUFACTURING OPERATIONS.
(4) CONFIRM QUANTITY DELIVERED MATCHES QUANTITY SPECIFIED ON THE PACKING SLIP.
FAILURE TO NOTIFY BUYER OF ANY DISCREPANCIES WITHIN 30 DAYS SHALL BE
CONSTRUED AS SELLER'S ACCEPTANCE.
E804.002
THIS CHANGE ORDER AUTHORIZES DIRECT SHIPMENT OF BUYER FURNISHED MATERIAL TO
SELLER'S FACILITY. SELLER MUST ACCOMPLISH OR VERIFY THE FOLLOWING:
(1) VERIFY BUYER SOURCE/KEY PLAN INSPECTION OCCURRED PRIOR TO SHIPMENT.
COPIES OF CERTIFICATIONS/TEST REPORTS OR BUYER'S FORM NO. 0-81453, ENTITLED
"REQUEST FOR TRANSFER (J-REQ)," WITH EVIDENCE OF BUYER SOURCE/KEY PLAN
INSPECTION MUST BE INCLUDED WITH THE SHIPMENT TO SELLER. IF BUYER SOURCE/KEY
PLAN INSPECTION WAS NOT PERFORMED, AS INDICATED ON THE PACKING SLIP, SEGREGATE
MATERIAL AND STORE IN A CONTROLLED ACCESS AREA, PROHIBITING RELEASE OF
MATERIAL; THEN, CONTACT BUYER'S MATERIAL QUALITY ORGANIZATION FOR
INSTRUCTIONS.
NOTE: IF BUYER SOURCE/KEY PLAN INSPECTION WAS NOT PERFORMED, SELLER SHALL
PERFORM HARDNESS/ELECTRICAL CONDUCTIVITY TESTING AS APPLICABLE TO ASSURE
MATERIAL TEMPER IS CORRECT TO CONDITION SPECIFIED ON THE PACKING SLIP AND
FORWARD A COPY OF THE PACKING SHEET, STAMPED BY BUYER’S SOURCE INSPECTOR, TO
VOUGHT AIRCRAFT INDUSTRIES, INC., ATTN: MHV CONTROL, M/S 49-85, P.O. BOX 655907,
DALLAS, TX 75265-5907.
(2) PERFORM VISUAL INSPECTION FOR SHIPPING AND HANDLING DAMAGE.
(3) IF PARTS ARE IN AN UNQUALIFIED STATUS, E.G., PRIOR SAMPLE APPROVAL (PSA),
SELLER IS RESPONSIBLE FOR MAINTAINING SERIAL NUMBER TRACEABILITY THROUGH ALL
MANUFACTURING OPERATIONS.
(4) CONFIRM QUANTITY DELIVERED MATCHES QUANTITY SPECIFIED ON THE PACKING SLIP.
FAILURE TO NOTIFY BUYER OF ANY DISCREPANCIES WITHIN 30 DAYS SHALL BE
CONSTRUED AS SELLER'S ACCEPTANCE.
E804.003
THIS ORDER AUTHORIZES DIRECT SHIPMENT OF BUYER FURNISHED MATERIAL TO
SELLER'S FACILITY. SELLER MUST ACCOMPLISH OR VERIFY THE FOLLOWING UPON
RECEIPT OF MATERIAL:
(1) VERIFY BUYER SOURCE/PREFERRED PERFORMER PROGRAM ("P3') INSPECTION
OCCURRED PRIOR TO SHIPMENT. COPIES OF CERTIFICATIONS/TEST REPORTS OR
BUYER'S FORM NO. 0-81453, ENTITLED "REQUEST FOR TRANSFER (J-REQ)," WITH EVIDENCE
OF BUYER SOURCE/P3 INSPECTION MUST BE INCLUDED WITH THE SHIPMENT TO SELLER.
IF BUYER SOURCE/P3 WAS NOT PERFORMED, AS INDICATED ON THE PACKING SLIP,
SEGREGATE MATERIAL AND STORE IN A CONTROLLED ACCESS AREA, PROHIBITING
RELEASE OF MATERIAL; THEN, CONTACT BUYER'S PURCHASING REPRESENTATIVE FOR
INSTRUCTIONS.
NOTE: IF BUYER SOURCE/P3 INSPECTION WAS NOT PERFORMED, SELLER SHALL PERFORM
HARDNESS/ELECTRICAL CONDUCTIVITY TESTING AS APPLICABLE, WHEN DIRECTED IN
WRITING BY BUYER'S PURCHASING REPRESENTATIVE, TO ASSURE MATERIAL TEMPER IS
CORRECT TO CONDITION SPECIFIED ON THE PACKING SLIP AND FORWARD A COPY OF THE
PACKING SHEET, STAMPED BY BUYER’S SOURCE INSPECTOR, TO VOUGHT AIRCRAFT
INDUSTRIES, INC., ATTN: RECEIVING INSPECTION, M/S 6-18, P.O. BOX 655907, DALLAS, TX
75265-5907.
(2) PERFORM VISUAL INSPECTION FOR SHIPPING AND HANDLING DAMAGE.
(3) IF PARTS ARE IN AN UNQUALIFIED STATUS, E.G., PRIOR SAMPLE APPROVAL (PSA),
SELLER IS RESPONSIBLE FOR MAINTAINING SERIAL NUMBER TRACEABILITY THROUGH ALL
MANUFACTURING OPERATIONS.
(4) CONFIRM QUANTITY DELIVERED MATCHES QUANTITY SPECIFIED ON THE PACKING SLIP.
FAILURE TO NOTIFY BUYER OF ANY DISCREPANCIES WITHIN 30 DAYS SHALL BE
Page 33 of 237
CONSTRUED AS SELLER'S ACCEPTANCE OF MATERIAL.
E804.004
THIS CHANGE ORDER AUTHORIZES DIRECT SHIPMENT OF BUYER FURNISHED MATERIAL TO
SELLER'S FACILITY. SELLER MUST ACCOMPLISH OR VERIFY THE FOLLOWING UPON
RECEIPT OF MATERIAL:
(1) PERFORM VISUAL INSPECTION FOR SHIPPING AND HANDLING DAMAGE.
(2) CONFIRM QUANTITY DELIVERED MATCHES QUANTITY SPECIFIED ON THE PACKING SLIP.
(3) VERIFY BUYER SOURCE/PREFERRED PERFORMER PROGRAM ("P3”) INSPECTION
OCCURRED PRIOR TO SHIPMENT. COPIES OF CERTIFICATIONS/TEST REPORTS OR
BUYER'S FORM NO. 0-81453, ENTITLED "REQUEST FOR TRANSFER (J-REQ)," WITH EVIDENCE
OF BUYER SOURCE/P3 INSPECTION MUST BE INCLUDED WITH THE SHIPMENT TO SELLER.
IF BUYER SOURCE/P3 WAS NOT PERFORMED, AS INDICATED ON THE PACKING SLIP,
SEGREGATE MATERIAL AND STORE IN A CONTROLLED ACCESS AREA, PROHIBITING
RELEASE OF MATERIAL; THEN, CONTACT BUYER'S PURCHASING REPRESENTATIVE AND
SOURCE INSPECTOR FOR INSTRUCTIONS.
(4) ENSURE ALL TESTING REQUIRED BY APPLICABLE SPECIFICATIONS HAS BEEN
ACCOMPLISHED BY RAW MATERIAL MANUFACTURER/DISTRIBUTOR.
(5) IF PARTS ARE IN AN UNQUALIFIED STATUS, E.G., PRIOR SAMPLE APPROVAL (“PSA”),
SELLER IS RESPONSIBLE FOR MAINTAINING SERIAL NUMBER TRACEABILITY THROUGH ALL
MANUFACTURING OPERATIONS.
(6) FORWARD A COPY OF: (A) THE PACKING SHEET, WHICH INCLUDES EVIDENCE OF
BUYER’S SOURCE/P3 INSPECTION AND (B) THE BAR CODE LABEL RECEIVED WITH THE
MATERIAL TO VOUGHT AIRCRAFT INDUSTRIES, INC., ATTN: RECEIVING INSPECTION, M/S 6-18,
P.O. BOX 655907, DALLAS, TX 75265-5907, OR VIA FACSIMILE TO 972-946-4148.
IN ADDITION TO THE ABOVE, SELLER MUST PERFORM TESTING IN ACCORDANCE WITH
SUPPLIER QUALITY ASSURANCE REQUIREMENTS (“SQAR”) MANUAL AS DEFINED IN
AEROSPACE STANDARD (“AS”) 9100 SECTION 4.10.2.4.
FAILURE TO NOTIFY BUYER OF ANY DISCREPANCIES WITHIN 30 DAYS SHALL BE
CONSTRUED AS SELLER'S ACCEPTANCE OF MATERIAL.
THE PRODUCT PRICES SET FORTH HEREIN INCLUDE SELLER’S COSTS FOR PERFORMING
ALL THE RESPONSIBILITIES SET FORTH HEREINABOVE.
E804.005
CLAUSE E804: THIS CHANGE ORDER AUTHORIZES DIRECT SHIPMENT OF BUYER
FURNISHED MATERIAL TO SELLER'S FACILITY. SELLER MUST ACCOMPLISH OR VERIFY THE
FOLLOWING UPON RECEIPT OF MATERIAL:
(1) PERFORM VISUAL INSPECTION FOR SHIPPING AND HANDLING DAMAGE.
(2) CONFIRM QUANTITY DELIVERED MATCHES QUANTITY SPECIFIED ON THE PACKING SLIP.
(3) VERIFY BUYER SOURCE/PREFERRED PERFORMER PROGRAM ("P3") INSPECTION
OCCURRED PRIOR TO SHIPMENT. COPIES OF CERTIFICATIONS/TEST REPORTS OR
BUYER'S FORM NO. 0-81453, ENTITLED "REQUEST FOR TRANSFER (J-REQ)," WITH EVIDENCE
OF BUYER SOURCE/P3 INSPECTION MUST BE INCLUDED WITH THE SHIPMENT TO SELLER.
IF BUYER SOURCE/P3 WAS NOT PERFORMED, AS INDICATED ON THE PACKING SLIP,
SEGREGATE MATERIAL AND STORE IN A CONTROLLED ACCESS AREA, PROHIBITING
RELEASE OF MATERIAL; THEN, CONTACT BUYER'S PURCHASING REPRESENTATIVE AND
SOURCE INSPECTOR FOR INSTRUCTIONS.
NOTE: IF BUYER SOURCE/P3 WAS NOT INDICATED ON THE PACKING SLIP WHEN THE
MATERIAL WAS RECEIVED, BUYER WILL SOURCE INSPECT THE MATERIAL; THEN, SELLER
SHALL FORWARD A COPY OF THE PACKING SHEET STAMPED BY BUYER’S SOURCE
INSPECTOR TO VOUGHT AIRCRAFT INDUSTRIES, INC., ATTN: RECEIVING INSPECTION, M/S
6-18, P.O. BOX 655907, DALLAS, TX 75265-5907, OR VIA FACSIMILE TO 972-946-4148.
(4) ENSURE ALL TESTING REQUIRED BY APPLICABLE SPECIFICATIONS HAS BEEN
ACCOMPLISHED BY RAW MATERIAL MANUFACTURER/DISTRIBUTOR.
(5) IF PARTS ARE IN AN UNQUALIFIED STATUS, E.G., PRIOR SAMPLE APPROVAL ("PSA"),
Page 34 of 237
SELLER IS RESPONSIBLE FOR MAINTAINING SERIAL NUMBER TRACEABILITY THROUGH ALL
MANUFACTURING OPERATIONS.
IN ADDITION TO THE ABOVE, SELLER MUST PERFORM TESTING IN ACCORDANCE WITH
SUPPLIER QUALITY ASSURANCE REQUIREMENTS ("SQAR") MANUAL AS DEFINED IN
AEROSPACE STANDARD ("AS") 9100 SECTION 4.10.2.4.
FAILURE TO NOTIFY BUYER OF ANY DISCREPANCIES WITHIN 30 DAYS SHALL BE
CONSTRUED AS SELLER'S ACCEPTANCE OF MATERIAL.
THE PRODUCT PRICES SET FORTH HEREIN INCLUDE SELLER'S COSTS FOR PERFORMING
ALL THE RESPONSIBILITIES SET FORTH HEREINABOVE.
E804.006
CLAUSE E804: THIS CHANGE ORDER AUTHORIZES DIRECT SHIPMENT OF BUYER
FURNISHED MATERIAL TO SELLER'S FACILITY. SELLER MUST ACCOMPLISH OR VERIFY THE
FOLLOWING UPON RECEIPT OF MATERIAL:
(1) PERFORM VISUAL INSPECTION FOR SHIPPING AND HANDLING DAMAGE.
(2) CONFIRM QUANTITY DELIVERED MATCHES QUANTITY SPECIFIED ON THE PACKING SLIP.
(3) VERIFY BUYER SOURCE/PREFERRED PERFORMER PROGRAM ("P3") INSPECTION
OCCURRED PRIOR TO SHIPMENT. COPIES OF CERTIFICATIONS/TEST REPORTS OR
BUYER'S FORM NO. 0-81453, ENTITLED "REQUEST FOR TRANSFER (J-REQ)," WITH EVIDENCE
OF BUYER SOURCE/P3 INSPECTION MUST BE INCLUDED WITH THE SHIPMENT TO SELLER.
IF BUYER SOURCE/P3 WAS NOT PERFORMED, AS INDICATED ON THE PACKING SLIP,
SEGREGATE MATERIAL AND STORE IN A CONTROLLED ACCESS AREA, PROHIBITING
RELEASE OF MATERIAL; THEN, CONTACT BUYER'S PURCHASING REPRESENTATIVE AND
SOURCE INSPECTOR FOR INSTRUCTIONS.
NOTE: IF BUYER SOURCE/P3 WAS NOT INDICATED ON THE PACKING SLIP WHEN THE
MATERIAL WAS RECEIVED, BUYER WILL SOURCE INSPECT THE MATERIAL; THEN, SELLER
SHALL FORWARD A COPY OF THE PACKING SHEET STAMPED BY BUYER’S SOURCE
INSPECTOR TO VOUGHT AIRCRAFT INDUSTRIES, INC., ATTN: RECEIVING INSPECTION, M/S
6-18, P.O. BOX 655907, DALLAS, TX 75265-5907, OR VIA FACSIMILE TO 972-946-4148.
IN ADDITION TO THE ABOVE, SELLER MUST PERFORM TESTING IN ACCORDANCE WITH
SUPPLIER QUALITY ASSURANCE REQUIREMENTS ("SQAR") MANUAL AS DEFINED IN
AEROSPACE STANDARD ("AS") 9100 SECTION 4.10.2.4. BUYER-FURNISHED CASTINGS AND
FORGINGS ARE EXCLUDED FROM THE TESTING REQUIREMENT SET FORTH IN THE
PRECEDING SENTENCE.
FAILURE TO NOTIFY BUYER OF ANY DISCREPANCIES WITHIN 30 DAYS SHALL BE
CONSTRUED AS SELLER'S ACCEPTANCE OF MATERIAL.
THE PRODUCT PRICES SET FORTH HEREIN INCLUDE SELLER'S COSTS FOR PERFORMING
ALL THE RESPONSIBILITIES SET FORTH HEREINABOVE.
E804.007
CLAUSE E804: THIS ORDER AUTHORIZES DIRECT SHIPMENT OF BUYER FURNISHED
MATERIAL TO SELLER'S FACILITY. SELLER MUST ACCOMPLISH OR VERIFY THE FOLLOWING
UPON RECEIPT OF MATERIAL:
(1) PERFORM VISUAL INSPECTION FOR SHIPPING AND HANDLING DAMAGE.
(2) CONFIRM QUANTITY DELIVERED MATCHES QUANTITY SPECIFIED ON THE PACKING SLIP.
(3) VERIFY BUYER SOURCE/PREFERRED PERFORMER PROGRAM ("P3") INSPECTION
OCCURRED PRIOR TO SHIPMENT. COPIES OF CERTIFICATIONS/TEST REPORTS OR
BUYER'S FORM NO. 0-81453, ENTITLED "REQUEST FOR TRANSFER (J-REQ)," WITH EVIDENCE
OF BUYER SOURCE/P3 INSPECTION MUST BE INCLUDED WITH THE SHIPMENT TO SELLER.
IF BUYER SOURCE/P3 WAS NOT PERFORMED, AS INDICATED ON THE PACKING SLIP,
SEGREGATE MATERIAL AND STORE IN A CONTROLLED ACCESS AREA, PROHIBITING
RELEASE OF MATERIAL; THEN, CONTACT BUYER'S PURCHASING REPRESENTATIVE AND
SOURCE INSPECTOR FOR INSTRUCTIONS.
NOTE: IF BUYER SOURCE/P3 WAS NOT INDICATED ON THE PACKING SLIP WHEN THE
MATERIAL WAS RECEIVED, BUYER WILL SOURCE INSPECT THE MATERIAL; THEN, SELLER
Page 35 of 237
SHALL FORWARD A COPY OF THE PACKING SHEET STAMPED BY BUYER'S SOURCE
INSPECTOR TO VOUGHT AIRCRAFT INDUSTRIES, INC., ATTN: PROCUREMENT - DIRECT
SHIPMENT, M/S 7P-10, PO BOX 655907, DALLAS, TX 75265-5907. IN ADDITION TO THE ABOVE,
SELLER MUST PERFORM TESTING IN ACCORDANCE WITH SUPPLIER QUALITY ASSURANCE
REQUIREMENTS ("SQAR") MANUAL AS DEFINED IN AEROSPACE STANDARD ("AS") 9100
SECTION 4.10.2.4. BUYER-FURNISHED CASTINGS AND FORGINGS ARE EXCLUDED FROM
THE TESTING REQUIREMENT SET FORTH IN THE PRECEDING SENTENCE. FAILURE TO
NOTIFY BUYER OF ANY DISCREPANCIES WITHIN 30 DAYS SHALL BE CONSTRUED AS
SELLER'S ACCEPTANCE OF MATERIAL. THE PRODUCT PRICES SET FORTH HEREIN INCLUDE
SELLER'S COSTS FOR PERFORMING ALL THE RESPONSIBILITIES SET FORTH HEREINABOVE.
E804.008
THIS ORDER AUTHORIZES DIRECT SHIPMENT OF BUYER FURNISHED MATERIAL TO
SELLER'S FACILITY. SELLER MUST ACCOMPLISH OR VERIFY THE FOLLOWING UPON
RECEIPT OF MATERIAL:
(1) PERFORM VISUAL INSPECTION FOR SHIPPING AND HANDLING DAMAGE.
(2) CONFIRM QUANTITY DELIVERED MATCHES QUANTITY SPECIFIED ON THE PACKING SLIP.
(3) VERIFY BUYER SOURCE/PREFERRED PERFORMER PROGRAM ("P3") INSPECTION
OCCURRED PRIOR TO SHIPMENT. COPIES OF CERTIFICATIONS/TEST REPORTS OR
BUYER'S FORM NO. 0-81453, ENTITLED "REQUEST FOR TRANSFER (J-REQ)," WITH EVIDENCE
OF BUYER SOURCE/P3 INSPECTION MUST BE INCLUDED WITH THE SHIPMENT TO SELLER.
IF BUYER SOURCE/P3 WAS NOT PERFORMED, AS INDICATED ON THE PACKING SLIP,
SEGREGATE MATERIAL AND STORE IN A CONTROLLED ACCESS AREA, PROHIBITING
RELEASE OF MATERIAL; THEN, CONTACT BUYER'S AUTHORIZED PURCHASING
REPRESENTATIVE AND SOURCE INSPECTOR FOR INSTRUCTIONS. NOTE: IF BUYER
SOURCE/P3 WAS NOT INDICATED ON THE PACKING SLIP WHEN THE MATERIAL WAS
RECEIVED, BUYER WILL SOURCE INSPECT THE MATERIAL; THEN, SELLER SHALL FORWARD
A COPY OF THE PACKING SHEET STAMPED BY BUYER'S SOURCE INSPECTOR TO TRIUMPH
AEROSTRUCTURES - VOUGHT AIRCRAFT DIVISION, ATTN: PROCUREMENT - DIRECT
SHIPMENT, M/S 7P-10, PO BOX 655907, DALLAS, TX 75265-5907. IN ADDITION TO THE ABOVE,
SELLER MUST PERFORM TESTING IN ACCORDANCE WITH SUPPLIER QUALITY ASSURANCE
REQUIREMENTS ("SQAR") MANUAL AS DEFINED IN AEROSPACE STANDARD ("AS") 9100
SECTION 4.10.2.4. BUYER-FURNISHED CASTINGS AND FORGINGS ARE EXCLUDED FROM
THE TESTING REQUIREMENT SET FORTH IN THE PRECEDING SENTENCE. FAILURE TO
NOTIFY BUYER OF ANY DISCREPANCIES WITHIN 30 DAYS SHALL BE CONSTRUED AS
SELLER'S ACCEPTANCE OF MATERIAL. THE PRODUCT PRICES SET FORTH HEREIN
INCLUDE SELLER'S COSTS FOR PERFORMING ALL THE RESPONSIBILITIES SET FORTH
HEREINABOVE.
E804
(11-8-11)
Clause E804: This Order authorizes direct shipment of Buyer furnished material to Seller's facility.
Seller must accomplish or verify the following upon receipt of material:
(1) Perform visual inspection for shipping and handling damage.
(2) Confirm quantity delivered matches quantity specified on the Packing slip.
(3) Verify Buyer source/preferred performer program ("P3") inspection occurred prior to shipment.
Copies of certifications/test reports or Buyer's form no. 0-81453, entitled "Request for transfer (JReq)," with evidence of Buyer source/P3 inspection must be included with the shipment to Seller. If
Buyer source/P3 was not performed, as indicated on the packing slip, segregate material and store in
a controlled access area, prohibiting release of material; then, contact Buyer's Authorized Purchasing
Representative and source inspector for instructions. Note: if Buyer source/P3 was not indicated on
the packing slip when the material was received, Buyer will source inspect the material; then, Seller
shall forward a copy of the packing sheet stamped by Buyer's source inspector to Triumph
Aerostructures - Vought Aircraft Division, attn: procurement - direct shipment, m/s 7P-10, PO box
655907, Dallas, TX 75265-5907. In addition to the above, Seller must perform testing in accordance
with Seller Quality Assurance Requirements ("SQAR") Manual as defined in Aerospace Standard
("AS") 9100 section 4.10.2.4. Buyer-furnished castings and forgings are excluded from the testing
requirement set forth in the preceding sentence. Failure to notify Buyer of any discrepancies within 30
days shall be construed as Seller's acceptance of material. The product prices set forth herein include
Seller's costs for performing all the responsibilities set forth hereinabove.
Page 36 of 237
E804
(6-27-13)
Clause E804: This Order authorizes direct shipment of Buyer furnished material to Seller's facility.
Seller must accomplish or verify the following upon receipt of material:
(1) Perform visual inspection for shipping and handling damage.
(2) Confirm quantity delivered matches quantity specified on the Packing slip.
(3) Verify Buyer source/preferred performer program ("P3") inspection occurred prior to shipment.
Copies of certifications/test reports with evidence of Buyer source/P3 inspection must be included with
the shipment to Seller. If Buyer source/P3 was not performed, as indicated on the packing slip,
segregate material and store in a controlled access area, prohibiting release of material; then, contact
Buyer's Authorized Purchasing Representative and source inspector for instructions. Note: if Buyer
source/P3 was not indicated on the packing slip when the material was received, Buyer will source
inspect the material; then, Seller shall forward a copy of the packing sheet stamped by Buyer's source
inspector to Triumph Aerostructures - Vought Aircraft Division, attn: procurement - direct shipment,
m/s 7P-10, PO box 655907, Dallas, TX 75265-5907. In addition to the above, Seller must perform
testing in accordance with Seller Quality Assurance Requirements ("SQAR") Manual as defined in
Aerospace Standard ("AS") 9100 section 4.10.2.4. Buyer-furnished castings and forgings are
excluded from the testing requirement set forth in the preceding sentence. Failure to notify Buyer of
any discrepancies within 30 days shall be construed as Seller's acceptance of material. The product
prices set forth herein include Seller's costs for performing all the responsibilities set forth
hereinabove.
E804
(1-15-14)
Clause E804: This Order authorizes direct shipment of Buyer furnished material to Seller's facility.
Seller must accomplish or verify the following upon receipt of material:
(1) Perform visual inspection for shipping and handling damage.
(2) Confirm quantity delivered matches quantity specified on the Packing slip.
(3) Verify Buyer source/preferred performer program ("P3") inspection occurred prior to shipment.
Copies of certifications/test reports with evidence of Buyer source/P3 inspection must be included with
the shipment to Seller. If Buyer source/P3 was not performed, as indicated on the packing slip,
segregate material and store in a controlled access area, prohibiting release of material; then, contact
Buyer's Authorized Purchasing Representative and source inspector for instructions. Note: if Buyer
source/P3 was not indicated on the packing slip when the material was received, Buyer will source
inspect the material; then, Seller shall forward a copy of the packing sheet stamped by Buyer's source
inspector to Buyer's Authorized Purchasing Representative. In addition to the above, Seller must
perform testing in accordance with Seller Quality Assurance Requirements ("SQAR") Manual as
defined in Aerospace Standard ("AS") 9100 section 4.10.2.4. Buyer-furnished castings and forgings
are excluded from the testing requirement set forth in the preceding sentence. Failure to notify Buyer
of any discrepancies within 30 days shall be construed as Seller's acceptance of material. The
product prices set forth herein include Seller's costs for performing all the responsibilities set forth
hereinabove.
E805.000
THIS CHANGE ORDER AUTHORIZES DIRECT SHIPMENT TO THE SUBCONTRACTOR ADDRESS
SHOWN ON THE FACE HEREOF. UNLESS OTHERWISE DIRECTED IN WRITING, MATERIAL
MUST BE SOURCE INSPECTED BY BUYER PRIOR TO SHIPMENT. EVIDENCE OF THIS SOURCE
INSPECTION MUST BE INCLUDED ON THE PACKING SLIP. IF BUYER AUTHORIZES SHIPMENT
WITHOUT SOURCE INSPECTION, COPIES OF CERTIFICATIONS AND TEST REPORTS MUST BE
FORWARDED TO THE SUBCONTRACTOR AND TO BUYER, ATTN: (PROCUREMENT
REPRESENTATIVE’S NAME), M/S 7P-15. IMMEDIATELY UPON SHIPMENT OF MATERIAL TO
SUBCONTRACTOR, FORWARD CERTIFICATION, PACKING SLIP, RADIOGRAPHS AND OTHER
DOCUMENTATION TO NORTHROP GRUMMAN CORPORATION, INTEGRATED SYSTEMS AND
AEROSTRUCTURES SECTOR, ATTN: (PROCUREMENT REPRESENTATIVE’S NAME), M/S 7P-15,
P.O. BOX 655907, DALLAS, TX 75265-5907.
E805.001
THIS CHANGE ORDER AUTHORIZES DIRECT SHIPMENT TO THE SUBCONTRACTOR ADDRESS
SHOWN ON THE FACE HEREOF. UNLESS OTHERWISE DIRECTED IN WRITING, MATERIAL
MUST BE SOURCE/KEY PLAN INSPECTED BY BUYER PRIOR TO SHIPMENT. EVIDENCE OF THIS
SOURCE/KEY PLAN INSPECTION MUST BE INCLUDED ON THE PACKING SLIP. COPIES OF
CERTIFICATIONS/ANDTEST REPORTS OR BUYER'S FORM NO. 0-81453, ENTITLED "REQUEST
FOR TRANSFER (J-REQ)" WITH EVIDENCE OF BUYER SOURCE/KEY PLAN INSPECTION MUST
Page 37 of 237
BE INCLUDED WITH THE SHIPMENT TO THE SUBCONTRACTOR. IMMEDIATELY UPON
SHIPMENT OF MATERIAL TO SUBCONTRACTOR, FORWARD CERTIFICATION, PACKING SLIP,
RADIOGRAPHS AND OTHER DOCUMENTATION TO NORTHROP GRUMMAN CORPORATION,
INTEGRATED SYSTEMS AND AEROSTRUCTURES SECTOR, ATTN: _____, P.O. BOX 655907,
DALLAS, TX 75265-5907.
NOTE: IF BUYER AUTHORIZES SHIPMENT WITHOUT SOURCEKEY PLAN INSPECTION, COPY OF
WRITTEN AUTHORIZATION SHALL ACCOMPANY SHIPMENT.
E805.002
THIS CHANGE ORDER AUTHORIZES DIRECT SHIPMENT TO THE SUBCONTRACTOR ADDRESS
SHOWN ON THE FACE HEREOF. UNLESS OTHERWISE DIRECTED IN WRITING, MATERIAL
MUST BE SOURCE/KEY PLAN INSPECTED BY BUYER PRIOR TO SHIPMENT. EVIDENCE OF THIS
SOURCE/KEY PLAN INSPECTION MUST BE INCLUDED ON THE PACKING SLIP. COPIES OF
CERTIFICATIONS/ANDTEST REPORTS OR BUYER'S FORM NO. 0-81453, ENTITLED "REQUEST
FOR TRANSFER (J-REQ)" WITH EVIDENCE OF BUYER SOURCE/KEY PLAN INSPECTION MUST
BE INCLUDED WITH THE SHIPMENT TO THE SUBCONTRACTOR. IMMEDIATELY UPON
SHIPMENT OF MATERIAL TO SUBCONTRACTOR, FORWARD CERTIFICATION, PACKING SLIP,
RADIOGRAPHS AND OTHER DOCUMENTATION TO VOUGHT AIRCRAFT INDUSTRIES, INC.,
ATTN: _____, P.O. BOX 655907, DALLAS, TX 75265-5907.
NOTE: IF BUYER AUTHORIZES SHIPMENT WITHOUT SOURCE/KEY PLAN INSPECTION, A COPY
OF THE WRITTEN AUTHORIZATION SHALL ACCOMPANY SHIPMENT.
E805.003
THIS ORDER AUTHORIZES DIRECT SHIPMENT TO THE SUBCONTRACTOR ADDRESS SHOWN
ON THE FACE HEREOF. UNLESS OTHERWISE DIRECTED IN WRITING, MATERIAL MUST BE
BUYER SOURCE/PREFERRED PERFORMER PROGRAM ("P3') INSPECTED PRIOR TO SHIPMENT.
EVIDENCE OF THIS SOURCE/P3 INSPECTION MUST BE INCLUDED ON THE PACKING SLIP.
COPIES OF DOCUMENTATION REQUIRED BY BUYER'S SUPPLIER QUALITY ASSURANCE
REQUIREMENTS ("SQAR") MANUAL OR BUYER'S FORM NO. 0-81453, ENTITLED "REQUEST FOR
TRANSFER (J-REQ)" WITH EVIDENCE OF BUYER SOURCE/P3 INSPECTION MUST BE INCLUDED
WITH THE SHIPMENT TO THE SUBCONTRACTOR. IMMEDIATELY UPON SHIPMENT OF
MATERIAL TO SUBCONTRACTOR, FORWARD DOCUMENTATION REQUIRED BY BUYER'S SQAR
MANUAL TO VOUGHT AIRCRAFT INDUSTRIES, INC., ATTN: RECEIVING INSPECTION, MAIL
STOP 6-18, P.O. BOX 655907, DALLAS, TX 75265-5907.
NOTE: SELLER MUST OBTAIN ADVANCE WRITTEN AUTHORIZATION FROM BUYER'S
PROCUREMENT QUALITY REPRESENTATIVE BEFORE SHIPPING ANY PRODUCT HAVING AN
OPEN NONCONFORMANCE REPORT TAG (BUYER’S ELECTRONIC NONCONFORMANCE TAG)
OR REWORK THAT HAS BEEN ACCOMPLISHED BY SELLER.
E805.004
THIS ORDER AUTHORIZES DIRECT SHIPMENT TO THE SUBCONTRACTOR ADDRESS SHOWN
ON THE FACE HEREOF. UNLESS OTHERWISE DIRECTED IN WRITING, MATERIAL MUST BE
BUYER SOURCE/PREFERRED PERFORMER PROGRAM ("P3”) INSPECTED PRIOR TO SHIPMENT.
EVIDENCE OF THIS BUYER SOURCE/P3 INSPECTION MUST BE INCLUDED ON THE PACKING
SLIP. COPIES OF DOCUMENTATION REQUIRED BY BUYER'S SUPPLIER QUALITY ASSURANCE
REQUIREMENTS ("SQAR") MANUAL OR BUYER'S FORM NO. 0-81453, ENTITLED "REQUEST FOR
TRANSFER (J-REQ)" WITH EVIDENCE OF BUYER SOURCE/P3 INSPECTION MUST BE INCLUDED
WITH THE SHIPMENT TO THE SUBCONTRACTOR. IMMEDIATELY UPON SHIPMENT OF
MATERIAL TO THE SUBCONTRACTOR, FORWARD TO VOUGHT AIRCRAFT INDUSTRIES, INC.,
ATTN: RECEIVING INSPECTION, MAIL STOP 6-18, P.O. BOX 655907, DALLAS, TX 75265-5907, OR
VIA FACSIMILE TO 972-946-4148:
(1) DOCUMENTATION REQUIRED BY BUYER'S SQAR MANUAL;
(2) A COPY OF THE PACKING SLIP, WHICH INCLUDES EVIDENCE OF BUYER’S SOURCE/P3
INSPECTION; AND
(3) A COPY OF THE BAR CODE LABEL PREPARED FOR THE MATERIAL PURSUANT TO T-13,
ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS (PACKAGING, PACKING, MARKING
AND BAR CODING).”
NOTE: SELLER MUST OBTAIN ADVANCE WRITTEN AUTHORIZATION FROM BUYER'S SOURCE
INSPECTOR BEFORE SHIPPING ANY PRODUCT HAVING AN OPEN NONCONFORMANCE
REPORT TAG (BUYER’S ELECTRONIC NONCONFORMANCE TAG) OR REWORK THAT HAS BEEN
Page 38 of 237
ACCOMPLISHED BY SELLER.
E805.005
THIS ORDER AUTHORIZES DIRECT SHIPMENT TO THE SUBCONTRACTOR ADDRESS SHOWN
ON THE FACE HEREOF. UNLESS OTHERWISE DIRECTED IN WRITING, MATERIAL MUST BE
BUYER SOURCE/PREFERRED PERFORMER PROGRAM ("P3”) INSPECTED PRIOR TO SHIPMENT.
EVIDENCE OF THIS BUYER SOURCE/P3 INSPECTION MUST BE INCLUDED ON THE PACKING
SLIP. COPIES OF DOCUMENTATION REQUIRED BY BUYER'S SUPPLIER QUALITY ASSURANCE
REQUIREMENTS ("SQAR") MANUAL OR BUYER'S FORM NO. 0-81453, ENTITLED "REQUEST FOR
TRANSFER (J-REQ)" WITH EVIDENCE OF BUYER SOURCE/P3 INSPECTION MUST BE INCLUDED
WITH THE SHIPMENT TO THE SUBCONTRACTOR. IMMEDIATELY UPON SHIPMENT OF
MATERIAL TO THE SUBCONTRACTOR, FORWARD TO TRIUMPH AEROSTRUCTURES - VOUGHT
AIRCRAFT DIVISION, ATTN: RECEIVING INSPECTION, MAIL STOP 6-18, P.O. BOX 655907,
DALLAS, TX 75265-5907, OR VIA FACSIMILE TO 972-946-4148:
(1) DOCUMENTATION REQUIRED BY BUYER'S SQAR MANUAL;
(2) A COPY OF THE PACKING SLIP, WHICH INCLUDES EVIDENCE OF BUYER’S SOURCE/P3
INSPECTION; AND
(3) A COPY OF THE BAR CODE LABEL PREPARED FOR THE MATERIAL PURSUANT TO BUYER’S
PACKAGING AND PACKING REQUIREMENTS MANUAL.
NOTE: SELLER MUST OBTAIN ADVANCE WRITTEN AUTHORIZATION FROM BUYER'S SOURCE
INSPECTOR BEFORE SHIPPING ANY PRODUCT HAVING AN OPEN NONCONFORMANCE
REPORT TAG (BUYER’S ELECTRONIC NONCONFORMANCE TAG) OR REWORK THAT HAS BEEN
ACCOMPLISHED BY SELLER.
E805
(11-8-11)
Clause E805: This Order authorizes direct shipment to the subcontractor address shown on the face
hereof. Unless otherwise directed in writing, material must be Buyer source/preferred performer
program ("P3”) inspected prior to shipment. Evidence of this Buyer source/P3 inspection must be
included on the packing slip. Copies of documentation required by Buyer's Seller Quality Assurance
Requirements ("SQAR") Manual or Buyer's form no. 0-81453, entitled "Request for transfer (J-Req)"
with evidence of Buyer source/P3 inspection must be included with the shipment to the subcontractor.
Immediately upon shipment of material to the subcontractor, forward to Triumph Aerostructures Vought Aircraft Division, attn: receiving inspection, mail stop 6-18, PO box 655907, Dallas, TX
75265-5907, or via facsimile to 972-946-4148:
(1) Documentation required by Buyer's SQAR Manual;
(2) A copy of the packing slip, which includes evidence of Buyer’s source/P3 inspection; and
(3) A copy of the bar code label prepared for the material pursuant to Buyer’s Packaging and Packing
Requirements Manual.
Note: Seller must obtain advance written authorization from Buyer's source inspector before shipping
any product having an open nonconformance report tag (Buyer’s electronic nonconformance tag) or
rework that has been accomplished by Seller.
E805
(6-27-13)
Clause E805: This Order authorizes direct shipment to the subcontractor address shown on the face
hereof. Unless otherwise directed in writing, material must be Buyer source/preferred performer
program ("P3”) inspected prior to shipment. Evidence of this Buyer source/P3 inspection must be
included on the packing slip. Copies of documentation required by Buyer's Seller Quality Assurance
Requirements ("SQAR") Manual with evidence of Buyer source/P3 inspection must be included with
the shipment to the subcontractor. Immediately upon shipment of material to the subcontractor,
forward to Triumph Aerostructures - Vought Aircraft Division, attn: receiving inspection, mail stop 618, PO box 655907, Dallas, TX 75265-5907, or via facsimile to 972-946-4148:
(1) Documentation required by Buyer's SQAR Manual;
(2) A copy of the packing slip, which includes evidence of Buyer’s source/P3 inspection; and
(3) A copy of the bar code label prepared for the material pursuant to Buyer’s Packaging and Packing
Requirements Manual.
Note: Seller must obtain advance written authorization from Buyer's source inspector before shipping
any product having an open nonconformance report tag (Buyer’s electronic nonconformance tag) or
Page 39 of 237
rework that has been accomplished by Seller.
E805
(1-15-14)
Clause E805: This Order authorizes direct shipment to the subcontractor address shown on the face
hereof. Unless otherwise directed in writing, material must be Buyer source/preferred performer
program ("P3”) inspected prior to shipment. Evidence of this Buyer source/P3 inspection must be
included on the packing slip. Copies of documentation required by Buyer's Seller Quality Assurance
Requirements ("SQAR") Manual with evidence of Buyer source/P3 inspection must be included with
the shipment to the subcontractor. Immediately upon shipment of material to the subcontractor,
forward to Buyer's Authorized Purchasing Representative:
(1) Documentation required by Buyer's SQAR Manual;
(2) A copy of the packing slip, which includes evidence of Buyer’s source/P3 inspection; and
(3) A copy of the bar code label prepared for the material pursuant to Buyer’s Packaging and Packing
Requirements Manual.
Note: Seller must obtain advance written authorization from Buyer's source inspector before shipping
any product having an open nonconformance report tag (Buyer’s electronic nonconformance tag) or
rework that has been accomplished by Seller.
F103.000
SELLER CERTIFIES UPON ACKNOWLEDGMENT OF THIS ORDER: (I) THAT THE ARTICLE
CALLED FOR BY THIS ORDER IS SUITABLE AS A SPARE PART FOR THE END ASSEMBLY
SPECIFIED; (II) THAT SELLER WILL NOTIFY BUYER IMMEDIATELY IF THE ARTICLE CALLED FOR
BY THIS ORDER CHANGES; AND (III) THAT SELLER WILL NOTIFY BUYER IMMEDIATELY SHOULD
A DESIGN CHANGE IN THE SAID END ASSEMBLY AFFECT THE SUITABILITY AS A SPARE PART
OF THE ARTICLE CALLED FOR BY THIS ORDER.
F103
Clause F103: Seller certifies upon acknowledgment of this Order: (i) that the article called for by this
Order is suitable as a spare part for the end assembly specified; (ii) that Seller will notify Buyer
immediately if the article called for by this Order changes; and (iii) that Seller will notify Buyer
immediately should a design change in the said end assembly affect the suitability as a spare part of
the article called for by this Order.
(11-8-11)
F104.000
BY ACCEPTANCE OF THIS ORDER SELLER AGREES THAT ALL PARTS, COMPONENTS AND
ASSEMBLIES PRODUCED TO BUYER-PROVIDED DRAWINGS AND/OR SPECIFICATIONS,
WHETHER IN COMPLETED OR PARTIALLY COMPLETED FORM, SHALL NOT BE DISPOSED OF AS
SCRAP OR OTHERWISE UNTIL RENDERED UNUSABLE FOR THEIR INTENDED PURPOSE, BY
MUTILATION OR OTHER EFFECTIVE MEANS.
F104
Clause F104: By acceptance of this Order Seller agrees that all parts, components and assemblies
produced to Buyer-provided drawings and/or specifications, whether in completed or partially
completed form, shall not be disposed of as scrap or otherwise until rendered unusable for their
intended purpose, by mutilation or other effective means.
(11-8-11)
F111.000
UNLESS OTHERWISE SPECIFIED ON THE ORDER, MAKE PER LATEST BLUEPRINT AND/OR
LATEST SPECIFICATIONS. IN THE EVENT A LATER REVISION WOULD INVOLVE AN INCREASE
IN COST, BUYER'S WRITTEN APPROVAL MUST BE OBTAINED. IF MASTER DIMENSION DATA
(MDD) IS USED, SELLER SHALL PROVIDE OBJECTIVE EVIDENCE TO ASSURE THAT ADEQUATE
QUALITY ASSURANCE ON PART INSPECTION DATA IS GENERATED INDEPENDENT OF THAT
USED BY MANUFACTURING. WHENEVER OPTIONAL MANUFACTURING METHODS ARE
PERMITTED, SELLER CERTIFICATION MUST IDENTIFY THE METHOD USED AND THE
BLUEPRINT REVISION LEVEL.
F111.001
UNLESS OTHERWISE SPECIFIED ON THE ORDER, MAKE PER LATEST BLUEPRINT AND/OR
LATEST SPECIFICATIONS RECEIVED FROM BUYER. IN THE EVENT A LATER REVISION WOULD
INVOLVE AN INCREASE IN COST, BUYER'S WRITTEN APPROVAL MUST BE OBTAINED. IF
MASTER DIMENSION DATA (“MDD”) IS USED, SELLER SHALL PROVIDE OBJECTIVE EVIDENCE
TO ASSURE THAT ADEQUATE QUALITY ASSURANCE ON PART INSPECTION DATA IS
GENERATED INDEPENDENT OF THAT USED BY MANUFACTURING. WHENEVER OPTIONAL
Page 40 of 237
MANUFACTURING METHODS ARE PERMITTED, SELLER CERTIFICATION MUST IDENTIFY THE
METHOD USED AND THE BLUEPRINT REVISION LEVEL.
F112.000
UNLESS OTHERWISE SPECIFIED ON THE ORDER, MAKE PER LATEST BLUEPRINT,
PRODUCTION PROCESS SHEET AND/OR MANUFACTURING ORDER
TRANSMITTAL/INSTRUCTION (MOT/MOI) AND SPECIFICATIONS. IN THE EVENT A LATER
REVISION WOULD INVOLVE AN INCREASE IN COST, BUYER'S WRITTEN APPROVAL MUST BE
OBTAINED. IF MASTER DIMENSION DATA (MDD) IS USED, SELLER SHALL PROVIDE OBJECTIVE
EVIDENCE TO ASSURE THAT ADEQUATE QUALITY ASSURANCE ON PART INSPECTION DATA IS
GENERATED INDEPENDENT OF THAT USED BY MANUFACTURING. WHENEVER OPTIONAL
MANUFACTURING METHODS ARE PERMITTED, SELLER CERTIFICATION MUST IDENTIFY THE
METHOD USED AND THE BLUEPRINT REVISION LEVEL.
F112.001
UNLESS OTHERWISE SPECIFIED ON THE ORDER, MAKE PER LATEST BLUEPRINT,
PRODUCTION PROCESS SHEET AND/OR MANUFACTURING ORDER
TRANSMITTAL/INSTRUCTION (MOT/MOI) AND SPECIFICATIONS RECEIVED FROM BUYER. IN
THE EVENT A LATER REVISION WOULD INVOLVE AN INCREASE IN COST, BUYER'S WRITTEN
APPROVAL MUST BE OBTAINED. IF MASTER DIMENSION DATA (“MDD”) IS USED, SELLER
SHALL PROVIDE OBJECTIVE EVIDENCE TO ASSURE THAT ADEQUATE QUALITY ASSURANCE
ON PART INSPECTION DATA IS GENERATED INDEPENDENT OF THAT USED BY
MANUFACTURING. WHENEVER OPTIONAL MANUFACTURING METHODS ARE PERMITTED,
SELLER CERTIFICATION MUST IDENTIFY THE METHOD USED AND THE BLUEPRINT REVISION
LEVEL.
F112.002
UNLESS OTHERWISE SPECIFIED ON THE ORDER, MAKE PER LATEST VOUGHT SUPPLIER
PLANNING, ENGINEERING DATA AND SPECIFICATIONS RECEIVED FROM BUYER. IN THE
EVENT A LATER REVISION WOULD INVOLVE AN INCREASE IN COST, BUYER’S WRITTEN
APPROVAL MUST BE OBTAINED. WHEN MASTER DIMENSION DATA (“MDD”) OR OTHER
DIGITAL DATA SETS ARE USED, SELLER SHALL PROVIDE OBJECTIVE EVIDENCE TO ASSURE
THAT PART INSPECTION DATA IS GENERATED INDEPENDENT OF THAT USED BY
MANUFACTURING. WHENEVER OPTIONAL MANUFACTURING METHODS ARE PERMITTED,
SELLER CERTIFICATION MUST IDENTIFY THE METHOD USED AND THE ENGINEERING
REVISION LEVEL.
F112.003
UNLESS OTHERWISE SPECIFIED ON THE ORDER, MAKE PER LATEST BUYER SUPPLIED
PLANNING, ENGINEERING DATA AND SPECIFICATIONS RECEIVED FROM BUYER. IN THE
EVENT A LATER REVISION WOULD INVOLVE AN INCREASE IN COST, BUYER’S WRITTEN
APPROVAL MUST BE OBTAINED. WHEN MASTER DIMENSION DATA (“MDD”) OR OTHER
DIGITAL DATA SETS ARE USED, SELLER SHALL PROVIDE OBJECTIVE EVIDENCE TO ASSURE
THAT PART INSPECTION DATA IS GENERATED INDEPENDENT OF THAT USED BY
MANUFACTURING. WHENEVER OPTIONAL MANUFACTURING METHODS ARE PERMITTED,
SELLER CERTIFICATION MUST IDENTIFY THE METHOD USED AND THE ENGINEERING
REVISION LEVEL.
F112
Clause F112: Unless otherwise specified on the Order, make per latest Buyer supplied planning,
engineering data and specifications received from Buyer. In the event a later revision would involve an
increase in cost, Buyer’s written approval must be obtained. When master dimension data (“MDD”) or
other digital data sets are used, Seller shall provide objective evidence to assure that part inspection
data is generated independent of that used by manufacturing. Whenever optional manufacturing
methods are permitted, Seller certification must identify the method used and the engineering revision
level.
(11-8-11)
F115.003
ALL TOOLING, SHOP AIDS OR SPECIAL DEVICES USED BY THE SUPPLIER IN THE
PERFORMANCE OF THIS PURCHASE ORDER AND ALL SUBSEQUENT PURCHASE ORDERS
MANDATORY FOR THE EFFICIENT AND ECONOMICAL FABRICATION OF PART NUMBER _____
SHALL BE IDENTIFIED BY THE SUPPLIER AS SUCH, AND WILL BECOME THE PROPERTY OF THE
BUYER AND MAY BE CLAIMED AT HIS OPTION.
F120.001
TOOL PROVING MATERIAL, IF REQUIRED, SHALL BE FURNISHED BY SUPPLIER.
Page 41 of 237
F724.000
ALTERATION OF MATERIAL IS PROHIBITED UNLESS SPECIFICALLY NOTED IN THIS PURCHASE
ORDER.
F726.001
ALL CASTINGS TO BE THOROUGHLY FINISHED, BY REMOVAL OF ALL FLASH, GATES, RISERS,
MOLDING MATERIALS.
F726
Clause F726: All castings to be thoroughly finished by removal of all flash, gates, risers, and molding
materials.
(11-8-11)
F733.003
OFFSITE MANUFACTURE COMPLETE PER DRAWING EXCEPT _____.
F735.001
ANY MACHINING THAT MAY BE REQUIRED TO PRODUCE THIS FORGING CONFIGURATION TO
THE DRAWING DIMENSIONS MUST BE APPROVED PRIOR TO PRODUCTION BY THE
ENGINEERING BRANCH OF NORTHROP GRUMMAN CORPORATION, MILITARY AIRCRAFT
DIVISION.
F735.002
ANY MACHINING THAT MAY BE REQUIRED TO PRODUCE THIS FORGING CONFIGURATION TO
THE DRAWING DIMENSIONS MUST BE APPROVED PRIOR TO PRODUCTION BY BUYER’S
ENGINEERING ACTIVITY.
F735
Clause F735: Any machining that may be required to produce this forging configuration to the drawing
dimensions must be approved prior to production by Buyer’s engineering activity.
(11-8-11)
F763.000
IN ADDITION TO THE REQUIREMENTS OF THE SPECIFICATION, MATERIAL ON THIS ORDER
SHALL HAVE NO DOUBLE LAPS OR NESTED CELLS.
F763
Clause F763: In addition to the requirements of the specification, material on this Order shall have no
double laps or nested cells.
(11-8-11)
F764.000
IN ADDITION TO SPECIFICATION REQUIREMENTS, REPAIR PLUGS ARE PROHIBITED IN
MATERIAL DELIVERED PURSUANT TO THIS ORDER.
F764
Clause F764: In addition to specification requirements, repair plugs are prohibited in material delivered
pursuant to this Order.
(11-8-11)
F769.000
THE MATERIAL REQUIRED BY THIS ORDER MUST BE FINE GRAIN, PRODUCED BY A
CONTINUOUS HEAT TREAT/ANNEAL PROCESS, REFERRED TO AS HIGH FORMABILITY, HIGH
FORM, OR MAX FORMABILITY.
F769
Clause F769: The material required by this Order must be fine grain, produced by a continuous heat
treat/anneal process, referred to as high formability, high form, or max formability.
(11-8-11)
F781.000
PARTS MANUFACTURED ON THIS ORDER ARE FROM MATERIAL PURCHASED FROM
NORTHROP GRUMMAN CORPORATION, INTEGRATED SYSTEMS AND AEROSTRUCTURES
SECTOR, AND DO NOT REQUIRE SELLER TO PROVIDE MATERIAL TEST REPORTS. THESE
REPORTS ARE ON FILE AT NORTHROP GRUMMAN. A COPY OF THE MATERIAL SALES ORDER
(MSO) SELLER RECEIVED FROM NORTHROP GRUMMAN WITH MATERIAL SHALL BE INCLUDED
IN THE CERTIFICATION PACKAGE RETURNED TO NORTHROP GRUMMAN ON ALL SHIPMENTS
HEREUNDER. SELLER SHALL ALSO NOTE ON FORM 31-500 THE MSO NUMBER AND STATE
MATERIAL WAS PURCHASED FROM NORTHROP GRUMMAN.
F781.001
PARTS MANUFACTURED ON THIS ORDER ARE FROM MATERIAL PURCHASED FROM BUYER,
AND DO NOT REQUIRE SELLER TO PROVIDE MATERIAL TEST REPORTS. THESE REPORTS
ARE ON FILE AT BUYER’S FACILITY. A COPY OF THE MATERIAL SALES ORDER (MSO) SELLER
RECEIVED FROM BUYER WITH MATERIAL SHALL BE INCLUDED IN THE CERTIFICATION
PACKAGE RETURNED TO BUYER ON ALL SHIPMENTS HEREUNDER. SELLER SHALL ALSO
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NOTE ON FORM 31-500 THE MSO NUMBER AND STATE MATERIAL WAS PURCHASED FROM
BUYER.
F781
(11-8-11)
Clause F781: Parts manufactured on this Order are from material purchased from Buyer, and do not
require Seller to provide material test reports. These reports are on file at Buyer’s facility. A copy of
the material sales order (MSO) Seller received from Buyer with material shall be included in the
certification package returned to Buyer on all shipments hereunder. Seller shall also note on form
31500 the MSO number and state material was purchased from Buyer.
F782.000
THE ITEM(S) ON THIS ORDER MUST BE MANUFACTURED FROM RAW MATERIAL (EXCEPT
CASTINGS AND FORGINGS) PROCURED FROM NORTHROP GRUMMAN OR OTHER APPROVED
RAW MATERIAL SELLERS. FOR MATERIAL PROCURED FROM NORTHROP GRUMMAN, A COPY
OF THE MATERIAL SALES ORDER (MSO) RECEIVED FROM NORTHROP GRUMMAN WITH THE
MATERIAL SHALL BE PRESENTED TO THE FIELD OPERATIONS REPRESENTATIVE AND
INCLUDED IN THE CERTIFICATION PACKAGE ON ALL SHIPMENTS. SELLER SHALL ALSO NOTE
ON FORM 31-500, THE MSO NUMBER AND STATE MATERIAL WAS PURCHASED FROM
NORTHROP GRUMMAN.
F782.001
THE ITEM(S) ON THIS ORDER MUST BE MANUFACTURED FROM RAW MATERIAL (EXCEPT
CASTINGS AND FORGINGS) PROCURED FROM BUYER OR OTHER APPROVED RAW MATERIAL
SELLERS. FOR MATERIAL PROCURED FROM BUYER, A COPY OF THE MATERIAL SALES
ORDER (MSO) RECEIVED FROM BUYER WITH THE MATERIAL SHALL BE PRESENTED TO THE
FIELD OPERATIONS REPRESENTATIVE AND INCLUDED IN THE CERTIFICATION PACKAGE ON
ALL SHIPMENTS. SELLER SHALL ALSO NOTE ON FORM 31-500, THE MSO NUMBER AND STATE
MATERIAL WAS PURCHASED FROM BUYER.
F782
Clause F782: The item(s) on this Order must be manufactured from raw material (except castings and
forgings) procured from Buyer or other approved raw material Sellers. For material procured from
Buyer, a copy of the material sales order (MSO) received from Buyer with the material shall be
presented to the field operations representative and included in the certification package on all
shipments. Seller shall also note on form 31-500, the MSO number and state material was purchased
from Buyer.
(11-8-11)
F783.000
THIS ORDER IS FOR CLAD ONE SIDE MATERIAL. CAUTION - MARKING SHALL APPEAR ON THE
UNCLAD SIDE ONLY, SELLER SHALL ADD THE FOLLOWING MARKING: "OPPOSITE SIDE IS
CLAD".
F783
Clause F783: This Order is for clad one side material. Caution - marking shall appear only on the
unclad side, Seller shall add the following marking: "opposite side is clad".
(11-8-11)
F784.000
SUPPLEMENTAL REQUIREMENTS:
MATERIAL IS TO BE .020 INCH THICK TO A TOLERANCE OF +/- .001 REQUIREMENT.
BOTH SIDES OF THE MATERIAL MUST BE PRECISION GROUND WITH 100% SURFACE
COVERAGE.
SUPPLIER TO MANUFACTURE MATERIAL PER REQUIREMENTS OF MIL-T-9046, EXCEPT
MAXIMUM ALLOWABLE VARIATION IN FLATNESS SHALL BE NO GREATER THAN 1 1/2% OF
HEIGHT DIVIDED BY LENGTH (H/L) AS DEFINED BY MIL-T-9046 TABLE VI.
OVERALL FLATNESS OF EACH SHEET SHALL LIE BETWEEN TWO PARALLEL PLANES .250
INCHES APART. THE MAXIMUM DEVIATION FROM FLATNESS (OVERALL) CANNOT EXCEED
.250 INCHES.
ABRUPT SURFACE CONDITIONS SUCH AS CREASES, EYEBROWS AND SEAMS ARE NOT
ACCEPTABLE. THESE SURFACE CONDITIONS MAY RESULT FROM IMPROPER HANDLING.
SURFACE CONDITIONS SUCH AS DIMPLES, DEPRESSIONS, AND GRINDER DWELL MARKS
THAT ARE IN COMPLIANCE TO THE 1 1/2% (H/L) AS DEFINED BY MIL-T-9046 TABLE VI ARE
ACCEPTABLE IF THEY DO NOT VIOLATE THE .250 INCH FLATNESS AND ALL GAUGE
REQUIREMENTS PER MIL-T-9046 SPECIFICATION ARE MET.
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MATERIAL IS TO BE SHIPPED IN A CRATE THAT IS 100% ENCLOSED WITH A REMOVABLE
TOP FOR IMPROVED HANDLING THROUGHOUT THE MANUFACTURING PROCESS.
F785.000
SELLER SHALL IDENTIFY ALL C-17 FRACTURE CRITICAL MATERIAL, TEST DATA PACKAGE,
AND ALL ASSOCIATED PAPERWORK WITH A MATERIAL IDENTIFIER. THE MATERIAL
IDENTIFIER SHALL BE DERIVED IN ACCORDANCE WITH THE FOLLOWING COMPARATIVE
EXAMPLE OF MATERIAL IDENTIFIER CONSTRUCTION METHODS:
NUMBER OF
EXAMPLE
APPLICATION
EXPLANATION
CHARACTERS
0001XX
METALLIC
MATERIAL
IDENTIFIERS
0001
6
XX
(4 NUMERIC) (2 ALPHA)
(SUPPLIER NAME
ABBREVIATED)
WXYZ
12XYZ
XYZ12
F786.000
F787.000
NONMETALLIC
MATERIAL
IDENTIFIER
WXYZ
(MAY BE ALPHA AND/OR NUMERIC
SUPPLIER LOT NUMBER)
NUMBER OF
CHARACTERS
WILL VARY
CLAUSE F786: THERMOCOUPLE WIRE.
A.
ALL THERMOCOUPLE WIRE MUST MEET THE "SPECIAL" TOLERANCE DEFINED IN ASTME-230.
B.
A 10 FOOT SECTION FROM EACH END OF EACH ROLL SHALL BE CALIBRATED.
CALIBRATION CHECK POINTS SHALL BE IN 100 DEGREE F INCREMENTS BETWEEN 100 F
AND 700 DEGREES F. EACH CHECK POINT FROM BOTH ENDS OF EACH ROLL MUST
AGREE TO WITHIN 1 DEGREE F.
C.
TWO COPIES OF THE CALIBRATION CERTIFICATES SHALL ACCOMPANY EACH SHIPMENT
LISTING THE CALIBRATION CHECK POINTS AND THE ERROR FOR EACH CHECK POINT IN
DEGREES FAHRENHEIT FOR EACH ROLL BY UNIQUE SERIAL NUMBER TO THE NEAREST
0.1 DEGREE F. DATA SHEETS SHALL ALSO REFERENCE CALIBRATION TECHNICIAN,
TEST EQUIPMENT USED, AND THE APPLICABLE N.I.S.T. TRACEABLE STANDARDS.
D.
EACH ROLL SHALL BE CONTINUOUS LENGTH (NO SPLICES). EACH ROLL MUST HAVE A
10 FOOT PIGTAIL ON THE BACK END FOR CALIBRATION VERIFICATION.
IN ADDITION TO QUALITY REQUIREMENTS AS SPECIFIED IN BUYER'S SUPPLIER QUALITY
ASSURANCE REQUIREMENTS (SQAR) MANUAL, PRODUCTS ON THE PO ITEM NUMBERS AND
PART NUMBERS LISTED BELOW ARE SUBJECT TO FIRST ARTICLE INSPECTION BY THE
FEDERAL AVIATION ADMINISTRATION'S DESIGNEE AT SELLER'S PLANT. MANUFACTURING
AND INSPECTION RECORDS SHALL BEAR SPECIAL IDENTIFICATION DESIGNATING FAA
CONFORMITY INSPECTION. SELLER IS REQUIRED TO PROVIDE THE FAA DESIGNEE WITH
ENGINEERING DRAWINGS, FABRICATION AND TEST RECORDS AND COPIES OF ANY
MATERIAL REVIEW BOARD (MRB) ACTIONS. SELLER SHALL ALSO MAKE AVAILABLE ALL
NECESSARY CALIBRATED TOOLS REQUIRED TO PERFORM CONFORMITY INSPECTIONS.
FOLLOWING COMPLETION OF SELLER'S FIRST ARTICLE INSPECTION OF THE PRODUCTS
LISTED BELOW, BUYER SOURCE INSPECTION SHALL BE CONTACTED TO COMPLETE FIRST
ARTICLE INSPECTION. AFTER SUCCESSFUL COMPLETION OF BUYER'S FIRST ARTICLE
INSPECTION, SELLER IS TO NOTIFY BUYER OF THEIR READINESS FOR INSPECTION BY
BOEING'S QUALITY ASSURANCE REPRESENTATIVE WHO WILL INITIATE AND COMPLETE FAA
FORM 8130-9 "STATEMENT OF CONFORMITY" UPON ACCEPTANCE OF SELLER'S PRODUCT.
THE NAME OF THE FAA DESIGNEE WILL AT THIS POINT BE PROVIDED TO BUYER AND BUYER
WILL CONTACT THE FAA DESIGNEE TO ARRANGE FOR CONFORMITY INSPECTION IN
COORDINATION WITH SELLER. SELLER WILL INCLUDE WITH EACH SHIPMENT OF THE PART
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NUMBERS IDENTIFIED BELOW A SIGNED AND COMPLETED COPY OF THE FAA FORM 8130-9
AND ENSURE THAT THE ORIGINAL FAA FORM 8130-3 "AIRWORTHINESS APPROVAL" TAG
SIGNED BY THE FAA DESIGNEE IS ATTACHED TO THE PARTS PRIOR TO SHIPMENT.
PO ITEM NUMBERS: _____________
PART NUMBERS: ______________
G109.002
CANCEL OPEN QUANTITY ON ITEM(S) _____ AT NO CHARGE TO NORTHROP GRUMMAN.
SUPPLIER CONSIDERS ORDER COMPLETE.
G109.003
CANCEL OPEN QUANTITY ON ITEM(S) _____ AT NO CHARGE TO BUYER. SELLER
CONSIDERS ORDER COMPLETE.
G110
In order to accommodate Buyer’s system’s limitations, this Scheduling Agreement is issued for
administrative purposes to expand the line item count of Buyer’s Scheduling Agreement number
_____________ (“Original SA”); this is not a new agreement. The terms and conditions of the
Original SA remain unchanged and in full force and effect in this Scheduling Agreement.
(9-9-11)
G111
(10-19-12)
G112
(1-31-13)
G115
(9-27-11)
Pending definitization of this Order, Seller is hereby authorized to commence performance of the work
to the extent described herein. Seller is required to immediately return its signed acknowledgement of
this Order.
Clause G112: Part numbers on this Order may contain the prefixes “CAO” or “PRE”, Seller is
authorized to commence production of such parts to the extent that released engineering allows and
shall continue production of such parts as further engineering is released. Seller shall not ship such
parts to Buyer until they reach condition of assembly unless otherwise directed by Buyer.
This Order contains rated order quantities certified for national defense use, and you are required to
follow all the provisions of the Defense Priorities and Allocations System regulation (15 CFR part 700)
only as it pertains to the rated quantities.
G116.003
ALL SHIPMENTS TO NORTHROP GRUMMAN RECEIVING MUST BE BY TRUCK OR TRAILER
WITH SIDE ACCESS FOR FORK LIFT OFFLOADING AND THE INDIVIDUAL SKIDS MUST HAVE A
MINIMUM OF TWO INCHES OF DUNNAGE UNIFORMLY DISTRIBUTED TO SUPPORT MATERIAL
WEIGHT.
G116.004
ALL SHIPMENTS TO BUYER MUST BE BY TRUCK OR TRAILER WITH SIDE ACCESS FOR FORK
LIFT OFFLOADING AND THE INDIVIDUAL SKIDS MUST HAVE A MINIMUM OF TWO INCHES OF
DUNNAGE UNIFORMLY DISTRIBUTED TO SUPPORT MATERIAL WEIGHT.
G116
Clause G116: All shipments to Buyer must be by truck or trailer with side access for fork lift offloading
and the individual skids must have a minimum of two inches of dunnage uniformly distributed to
support material weight.
(11-8-11)
G117
(1-25-12)
Clause G117: Buyer’s Standard Purchase Order Terms and Conditions are hereby modified as
follows:
Add DFARS clause 252.246-7003 Notification of Potential Safety Issues (Jan 2007) to paragraph A. of
Clause 48, Incorporation of FAR and DFARS Clauses Applicable to Commercial Items.
G118
(5-4-12)
G133.000
Clause G118: Buyer has made a determination that the Products and/or Services described in the
Order are a “commercial item” (as defined in FAR 2.101).
THIS DEFINITIVE PURCHASE ORDER NUMBER _____ SUPERSEDES ADVANCE PROCUREMENT
AUTHORIZATION (APA) WIRE/LETTER NO. _____ DATED _____. ALL EFFORT PERFORMED OR
MATERIALS ACQUIRED AND ALL COSTS INCURRED PURSUANT TO THE APA, INCLUDING ANY
AMENDMENTS THERETO, SHALL BE DEEMED TO HAVE BEEN PERFORMED, ACQUIRED AND
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INCURRED UNDER THIS PURCHASE ORDER.
G133.001
THIS DEFINITIVE PURCHASE ORDER NUMBER _____ SUPERSEDES ADVANCE PROCUREMENT
AUTHORIZATION (APA) LETTER NO. _____ DATED _____. ALL EFFORT PERFORMED OR
MATERIALS ACQUIRED AND ALL COSTS INCURRED PURSUANT TO THE APA, INCLUDING ANY
AMENDMENTS THERETO, SHALL BE DEEMED TO HAVE BEEN PERFORMED, ACQUIRED AND
INCURRED UNDER THIS PURCHASE ORDER.
G133
Clause G133: This definitive Order number _____ supersedes advance procurement authorization
(APA) letter no. _____ dated _____. All effort performed or materials acquired and all costs incurred
pursuant to the APA, including any amendments thereto, shall be deemed to have been performed,
acquired and incurred under this Order.
(11-8-11)
G134.000
CHANGE ORDER NO. _____ TO NOT-TO-EXCEED (NTE) PURCHASE ORDER NO. _____ IS
ISSUED TO DEFINITIZE THE AFOREMENTIONED PURCHASE ORDER. ALL TERMS AND
CONDITIONS OF THE NTE PURCHASE ORDER AS AMENDED WILL REMAIN IN FULL FORCE
AND EFFECT EXCEPT AS MODIFIED HEREIN AND IN ANY ADDENDUM OR ATTACHMENT
HERETO. ALL EFFORT PERFORMED, MATERIALS ACQUIRED AND COSTS INCURRED AS
REQUIRED BY THE NTE PURCHASE ORDER AS AMENDED SHALL BE DEEMED TO HAVE BEEN
PERFORMED, ACQUIRED AND INCURRED UNDER THIS DEFINITIZED PURCHASE ORDER.
G134
Clause G134: Change order no. _____ to not-to-exceed (NTE) order no. _____ is issued to definitize
the aforementioned order. All terms and conditions of the NTE order as amended will remain in full
force and effect except as modified herein and in any addendum or attachment hereto. All effort
performed, materials acquired and costs incurred as required by the NTE order as amended shall be
deemed to have been performed, acquired and incurred under this definitized Order.
(11-8-11)
G137.000
TO COVER COST OF REPAIR OR REWORK, AT BUYER EXPENSE, OF DEFECTIVE MATERIALS,
PARTS, ASSEMBLIES, OR TOOLS RETURNED TO SELLER. REFERENCE: NONCONFORMANCE
DOCUMENT NO. _____, S/N _____. SPECIFY THE NONCONFORMANCE DOCUMENT NUMBER
ON BOTH THE SHIPPING CONTAINER AND THE PACKING SHEET ON ALL SHIPMENTS OF
REPAIRED OR REWORKED ITEMS.
G137
Clause G137: To cover cost of repair or rework, at Buyer expense, of defective materials, parts,
assemblies, or tools returned to Seller. Reference: nonconformance document no. _____, s/n
_____. Specify the nonconformance document number on both the shipping container and the
packing sheet on all shipments of repaired or reworked items.
(11-8-11)
G139.001
RETURNED FOR RETEST TO SPECIFICATION AND INVESTIGATION FOR CAUSE OF FAILURE.
A DETAILED REPORT OUTLINING RESULTS OF THE INVESTIGATION SHALL BE FORWARDED
TO THE BUYER WITHIN 15 DAYS. IF CAUSE FOR FAILURE IS A SUPPLIER RESPONSIBILITY,
CORRECTIVE ACTION MUST BE INITIATED BY THE SUPPLIER, AND INCLUDED IN THE
REPORT.
G139
Clause G139: Returned for retest to specification and investigation for cause of failure. A detailed
report outlining results of the investigation shall be forwarded to the Buyer within 15 days. If cause for
failure is a Seller responsibility, corrective action must be initiated by the Seller, and included in the
report.
(11-8-11)
G141.000
THE PO NUMBER ON THIS DOCUMENT IS REPLACED BY PO NUMBER _____. THIS
REPLACEMENT IS DUE TO BUYER'S INTERNAL AUTOMATED SYSTEM ENHANCEMENTS. ALL
TERMS AND CONDITIONS OF THE PO REMAIN IN FULL FORCE AND EFFECT.
G143.000
THE PURCHASE ORDER NUMBER ON THE FACE HEREOF IS ISSUED AS AN ADMINISTRATIVE
CHANGE TO NORTHROP GRUMMAN PURCHASE ORDER (PO) NUMBER _____. THE FORMER
NUMBER FOR THE PO IS BEING REPLACED TO ACCOMMODATE RECENT INTERNAL
AUTOMATED SYSTEM ENHANCEMENTS MADE BY BUYER. THE NEW PO NUMBER MUST BE
USED IN ALL CORRESPONDENCE, SHIPPING FORMS, PACKING SLIPS, CERTIFICATIONS,
INVOICES AND OTHER DOCUMENTATION PERTAINING TO THIS ORDER. THIS IS AN
ADMINISTRATIVE PO NUMBER REPLACEMENT ONLY AND ALL TERMS AND CONDITIONS OF
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THE PO REMAIN IN FULL FORCE AND EFFECT, UNLESS OTHERWISE SPECIFICALLY AMENDED
HEREIN.
G143.001
THE PURCHASE ORDER NUMBER ON THE FACE HEREOF IS ISSUED AS AN ADMINISTRATIVE
CHANGE TO BUYER’S PURCHASE ORDER (PO) NUMBER _____. THE FORMER NUMBER FOR
THE PO IS BEING REPLACED TO ACCOMMODATE RECENT INTERNAL AUTOMATED SYSTEM
ENHANCEMENTS MADE BY BUYER. THE NEW PO NUMBER MUST BE USED IN ALL
CORRESPONDENCE, SHIPPING FORMS, PACKING SLIPS, CERTIFICATIONS, INVOICES AND
OTHER DOCUMENTATION PERTAINING TO THIS ORDER. THIS IS AN ADMINISTRATIVE PO
NUMBER REPLACEMENT ONLY AND ALL TERMS AND CONDITIONS OF THE PO REMAIN IN
FULL FORCE AND EFFECT, UNLESS OTHERWISE SPECIFICALLY AMENDED HEREIN.
G147.000
THIS IS A BAILMENT AGREEMENT AND IS SUBJECT TO ALL OF THE TERMS AND CONDITIONS
OF BAILMENT TERMS AND CONDITIONS - COMMERCIAL, ATTACHED HERETO AND BY THIS
REFERENCE MADE A PART HEREOF, WHICH, TO THE EXTENT PROVIDED IN CONDITION NO. 1
THEREOF, SUPERSEDE THE TERMS AND CONDITIONS SET FORTH OR REFERENCED ON THE
FACE HEREOF. THE BAILED PROPERTY DESCRIBED ON THE FACE HEREOF IS BAILED TO
_____ (HEREINAFTER REFERRED TO AS "BAILEE") FOR THE LIMITED PURPOSES DESCRIBED
HEREIN BELOW FOR THE PERIOD TO COMMENCE ON _____ AND END ON _____. BAILEE
SHALL PROMPTLY EXECUTE AND RETURN THE ACKNOWLEDGMENT COPY HEREOF.
PURPOSE OF BAILMENT: _____. UPON RETURN TO BAILOR, THE BAILED PROPERTY MUST
BE IN AT LEAST "READY FOR INSTALLATION" CONDITION.
G148.000
OPTION. SELLER HEREBY GRANTS TO BUYER, ITS SUCCESSORS AND ASSIGNS, THE
FOLLOWING PRICE OPTION FOR ADDITIONAL QUANTITIES OF THE PRODUCTS DESCRIBED
AND LISTED IN THIS AGREEMENT SUBJECT TO THE TERMS AND CONDITIONS OF THIS
AGREEMENT: THIS OPTION IS GRANTED FOR A YEAR EXTENSION TO THIS AGREEMENT,
FOR THE PERIOD BEGINNING ON _____ AND CONTINUING THROUGH _____, FOR PURCHASE
OF ADDITIONAL QUANTITIES OF THE ITEMS LISTED IN THIS AGREEMENT AT A FIRM FIXED
PRICE AS SET FORTH IN THIS AGREEMENT, EXCEPT TO THE EXTENT MODIFIED PURSUANT
TO OTHER PROVISIONS, IF ANY, OF THIS AGREEMENT. SAID OPTION SHALL BE EXERCISED
BY BUYER GIVING WRITTEN NOTICE TO SELLER BY _____. SHOULD BUYER FAIL TO
EXERCISE THIS OPTION, THIS AGREEMENT SHALL BE DEEMED NULL AND VOID UNLESS
OTHERWISE AGREED TO IN WRITING BY BUYER AND SELLER.
G148.001
OPTION. SELLER HEREBY GRANTS TO BUYER, ITS SUCCESSORS AND ASSIGNS, THE
FOLLOWING PRICE OPTION FOR ADDITIONAL QUANTITIES OF THE PRODUCTS DESCRIBED
AND LISTED IN THIS AGREEMENT SUBJECT TO THE TERMS AND CONDITIONS OF THIS
AGREEMENT: THIS OPTION IS GRANTED FOR A _____ YEAR EXTENSION TO THIS
AGREEMENT, FOR THE PERIOD BEGINNING ON _____ AND CONTINUING THROUGH _____,
FOR PURCHASE OF ADDITIONAL QUANTITIES OF THE ITEMS LISTED IN THIS AGREEMENT AT
A FIRM FIXED PRICE AS SET FORTH IN THIS AGREEMENT, EXCEPT TO THE EXTENT MODIFIED
PURSUANT TO OTHER PROVISIONS, IF ANY, OF THIS AGREEMENT. SAID OPTION SHALL BE
EXERCISED BY BUYER GIVING WRITTEN NOTICE TO SELLER BY _____. SHOULD BUYER FAIL
TO EXERCISE THIS OPTION, THIS AGREEMENT SHALL BE DEEMED NULL AND VOID UNLESS
OTHERWISE AGREED TO IN WRITING BY BUYER AND SELLER.
G148
Clause G148: Seller hereby grants to Buyer, its successors and assigns, the following price option for
additional quantities of the products described and listed in this Agreement subject to the terms and
conditions of this Agreement: this option is granted for a _____ year extension to this Agreement, for
the period beginning on _____ and continuing through _____, for purchase of additional quantities of
the items listed in this agreement at a firm fixed price as set forth in this Agreement, except to the
extent modified pursuant to other provisions, if any, of this Agreement. Said option shall be exercised
by Buyer giving written notice to Seller by _____. Should Buyer fail to exercise this option, this
Agreement shall be deemed null and void unless otherwise agreed to in writing by Buyer and Seller.
(11-8-11)
G152.000
OPTION FOR C-17 FOLLOW-ON PROCUREMENT
1.
SELLER HEREBY GRANTS TO VOUGHT AIRCRAFT INDUSTRIES, INC. (HEREINAFTER
"BUYER"), ITS SUCCESSORS AND ASSIGNS, THE FOLLOWING PRICE OPTION FOR AN
ADDITIONAL 60 SHIPSETS OF THE PART NUMBERS IDENTIFIED IN PARAGRAPH 5 BELOW
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SUBJECT TO THE TERMS AND CONDITIONS OF THIS ORDER, AS MODIFIED, EXCEPT THAT
ADDITIONAL CLAUSES OR MODIFICATIONS OF EXISTING CLAUSES REQUIRED AT THE TIME
OF THE EXERCISE OF THE OPTION FOR THESE ITEMS BY PUBLIC LAW, EXECUTIVE ORDER,
FEDERAL ACQUISITION REGULATIONS ("FAR"), DEFENSE FEDERAL ACQUISITION
REGULATIONS SUPPLEMENT ("DFARS"), OR BUYER'S CONTRACT SHALL BE APPLICABLE TO
SUCH ORDERS; PROVIDED, HOWEVER, THAT NOTHING SHALL PRECLUDE SELLER FROM
REQUESTING, OR BUYER FROM GRANTING, IN ACCORDANCE WITH APPROPRIATE
ADMINISTRATIVE PROCEDURES, A DEVIATION FROM SUCH CLAUSES AT THE TIME OF THE
EXERCISE OF THE OPTION, AND FURTHER THAT TO THE EXTENT IT CAN BE DEMONSTRATED
THAT SUCH CLAUSES RESULT IN AN INCREASE OR DECREASE IN COST OF, OR TIME
REQUIRED FOR, THE PERFORMANCE OF THE ORDER FOR SUCH ITEMS, AN EQUITABLE
ADJUSTMENT SHALL BE MADE IN THE UNIT PRICE OR THE DELIVERY SCHEDULE, OR BOTH.
2.
OPTION PRICES ARE FIRM FIXED-PRICE BASED ON ANTICIPATED DELIVERIES
STARTING ON OR ABOUT 1 OCTOBER 2003 AND CONTINUING THROUGH 1 DECEMBER 2004.
PRICING FOR ANY DELIVERIES SCHEDULED AFTER 1 DECEMBER 2004 SHALL BE SUBJECT TO
ADJUSTMENT PURSUANT TO MUTUAL AGREEMENT OF THE PARTIES AS ESTABLISHED
THROUGH NEGOTIATION.
3.
DELIVERY OF OPTION QUANTITIES SHALL BE ACCORDING TO SCHEDULES
ESTABLISHED BY BUYER AND SPECIFIED IN ORDERS ISSUED BY BUYER; HOWEVER, SELLER
MAY ELECT TO DELIVER TO SELLER’S MOST ECONOMICAL SCHEDULE STARTING ON 30
SEPTEMBER 2003, WITH A TOLERANCE OF PLUS OR MINUS 60 DAYS; PROVIDED HOWEVER,
NO DELIVERY SHALL BE MADE UNTIL BUYER HAS ISSUED AN ORDER.
4.
THIS OPTION WILL BE EXERCISABLE THROUGH 30 APRIL 2002 AND SHALL BE
EXERCISABLE BY BUYER GIVING WRITTEN NOTICE ON OR PRIOR TO 30 APRIL 2002 TO
SELLER THAT THE OPTION IS BEING EXERCISED. BUYER'S FAILURE TO EXERCISE AN
OPTION SHALL NOT RELIEVE SELLER OF ANY RESPONSIBILITIES OR REQUIREMENTS TO
CONTINUE PERFORMANCE PURSUANT TO THIS ORDER.
5.
IN THE LISTING BELOW, “U/M” MEANS UNIT OF MEASURE; “UP” MEANS UNIT PRICE;
“LT” MEANS THE LEAD TIME, IN WEEKS, BUYER WILL ALLOW AFTER RECEIPT OF AN ORDER
FOR DELIVERIES TO BEGIN.
PART NUMBERS
U/M
UP
LT
TOTAL SHIPSET PRICE: $
G154.000
IN ADDITION TO THE QUANTITIES NOVATED PURSUANT TO THE ABOVE REFERENCED
BOEING PURCHASE ORDER, THIS ORDER ALSO CONTAINS BUYER'S FOLLOW ON ORDER FOR
PRODUCTS. THE QUANTITIES NOVATED UNDER BOEING'S PURCHASE ORDER SHALL BE
DEEMED TO BE DELIVERED FIRST HEREUNDER AND SHALL BE PRODUCED AND DELIVERED
IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THE BOEING PURCHASE ORDER AS
HEREIN MODIFIED. ALL PRODUCTS PRODUCED SUBSEQUENT TO COMPLETING THE
NOVATED PURCHASE ORDER QUANTITIES SHALL BE COVERED BY THE TERMS AND
CONDITIONS SET OUT HEREIN BELOW.
G155.001
CONTRACTOR SHALL BE RESPONSIBLE FOR THE RETURN OF ALL NON-ESCORT BADGES
ISSUED TO BOTH THE GENERAL CONTRACTOR AND HIS SUBCONTRACTOR(S), TO
NORTHROP GRUMMAN BADGE CONTROL AS A CONDITION FOR FINAL PAYMENT. A FEE OF
$50.00 WILL BE ASSESSED FOR EACH BADGE THAT IS NOT RETURNED. IF A BADGE THAT
WAS NOT RETURNED WERE TO BE USED TO ACCESS NORTHROP GRUMMAN PROPERTY,
THE USER OF THAT BADGE WOULD BE SUBJECT TO PROSECUTION AS A TRESPASSER.
G155.002
CONTRACTOR SHALL BE RESPONSIBLE FOR THE RETURN OF ALL NON-ESCORT BADGES
ISSUED TO BOTH THE GENERAL CONTRACTOR AND SUBCONTRACTOR(S), TO VOUGHT
AIRCRAFT INDUSTRIES, INC. BADGE CONTROL AS A CONDITION FOR FINAL PAYMENT. A
FEE OF $50.00 WILL BE ASSESSED FOR EACH BADGE THAT IS NOT RETURNED. IF AN
BADGE THAT IS NOT RETURNED IS USED TO ACCESS BUYER’S PROPERTY, THE USER OF
THE BADGE MAY BE SUBJECT TO PROSECUTION AS A TRESPASSER.
G156.002
CONTRACTOR IS REQUIRED TO PROVIDE TO THE CITY UPON APPLICATION FOR PLAN
CHECK AND/OR BUILDING PERMITS, THE NORTHROP GRUMMAN PURCHASE ORDER
NUMBER, THE NORTHROP GRUMMAN BUILDING NUMBER AND THE NORTHROP GRUMMAN
Page 48 of 237
AFE NUMBER AS HEREIN NOTED:
G156.003
A.
PURCHASE ORDER NUMBER _____.
B.
BUILDING NUMBER _____.
C.
AFE NUMBER _____.
CONTRACTOR IS REQUIRED TO PROVIDE TO THE CITY, UPON APPLICATION FOR PLAN
CHECK AND/OR BUILDING PERMITS, THE PURCHASE ORDER NUMBER, THE BUILDING
NUMBER AND THE AFE NUMBER AS HEREIN NOTED:
A.
PURCHASE ORDER NUMBER _____.
B.
BUILDING NUMBER _____.
C.
AFE NUMBER _____.
G158.000
ALL REFERENCE TO NORTHROP GRUMMAN PURCHASE ORDER (PO) NUMBER _____ IN
CONJUNCTION WITH THE NOVATION AGREEMENT ENTERED INTO BY SUPPLIER, BOEING AND
BUYER IS HEREBY SUPERSEDED IN ITS ENTIRETY BY THE PO NUMBER REFLECTED ON THE
FACE HEREOF. ASSIGNMENT OF THIS NEW PO NUMBER WAS NECESSARY TO
ACCOMMODATE RECENT INTERNAL, AUTOMATED SYSTEM ENHANCEMENTS MADE BY
BUYER, ALL OTHER CURRENT TERMS AND CONDITIONS REMAIN THE SAME.
G158.001
ALL REFERENCE TO VOUGHT AIRCRAFT INDUSTRIES, INC. PURCHASE ORDER (PO) NUMBER
_____ IN CONJUNCTION WITH THE NOVATION AGREEMENT ENTERED INTO BY SUPPLIER,
BOEING AND BUYER IS HEREBY SUPERSEDED IN ITS ENTIRETY BY THE PO NUMBER
REFLECTED ON THE FACE HEREOF. ASSIGNMENT OF THIS NEW PO NUMBER WAS
NECESSARY TO ACCOMMODATE RECENT INTERNAL, AUTOMATED SYSTEM ENHANCEMENTS
MADE BY BUYER, ALL OTHER CURRENT TERMS AND CONDITIONS REMAIN THE SAME.
G159.000
ALL REFERENCES TO BCAG'S ECP, PRR OR OTHER ENGINEERING CHANGE FORMS ARE
HEREBY CHANGED TO REFER TO BUYER'S PURCHASE ORDER CHANGE NOTICE (POCN) OR
SPECIFICATION RELEASE AND CHANGE TRANSMITTAL (SRCT) FORMS. ALL REFERENCES TO
THE BCAG EDCC NUMBER ARE HEREBY CHANGED TO REFER TO BUYER'S POCN OR SRCT
NUMBER, AS APPLICABLE.
G161.000
ALTHOUGH IDENTIFIED IN BCAG'S ORDER WITH SUPPLIER, THE DOCUMENTS SPECIFIED
BELOW ARE FOR REFERENCE ONLY. THESE DOCUMENTS DO NOT INCLUDE INFORMATION
INTEGRAL TO THE CONTRACT BETWEEN BUYER AND SUPPLIER; THEREFORE, THEY ARE
NOT PART OF THE AGREEMENT BETWEEN BUYER AND SUPPLIER. BY SIGNING AND
RETURNING A PO ACKNOWLEDGMENT, SUPPLIER AGREES THAT THE DOCUMENTS ARE NOT
PART OF THIS NOVATED PURCHASE ORDER.
DOCUMENT NUMBERS: _____.
G162.000
NORTHROP GRUMMAN HEREBY SPECIFICALLY EXCLUDES P5288 REV. 4/93 SUPPLEMENTAL
NOTES 112 AND 129 AND ANY OTHER REFERENCES TO COST OR PRICING DATA OR ACCESS
TO BOOKS AND RECORDS FROM THE CONTRACTS OR TERMS AND CONDITIONS
INCORPORATED BY REFERENCE IN THIS PURCHASE ORDER.
G162.001
BUYER HEREBY SPECIFICALLY EXCLUDES P5288 REV. 4/93 SUPPLEMENTAL NOTES 112 AND
129 AND ANY OTHER REFERENCES TO COST OR PRICING DATA OR ACCESS TO BOOKS AND
RECORDS FROM THE CONTRACTS OR TERMS AND CONDITIONS INCORPORATED BY
REFERENCE IN THIS PURCHASE ORDER.
G165.000
THE TERMS AND CONDITIONS OF BOEING COMMERCIAL AIRPLANE GROUP'S (BCAG'S)
PURCHASE ORDER (PO) NO. _____, INCLUDING ANY AMENDMENTS THERETO, ARE
INCORPORATED HEREIN AND BY THIS REFERENCE MADE A PART HEREOF IN ACCORDANCE
WITH THE NOVATION AGREEMENT ENTERED INTO BY SUPPLIER, BCAG AND NORTHROP
GRUMMAN CORPORATION (BUYER). CHANGES IN TERMS AND CONDITIONS ARE REQUIRED,
AS SET FORTH HEREIN BELOW, TO PERMIT PO ADMINISTRATION BY BUYER. NOTE CODE
Page 49 of 237
APM50 IS HEREBY SUPERSEDED BY INVOICING INSTRUCTIONS INCLUDED HEREIN. SHIP TO
THE DESTINATION, AND, IF FOB SHIPPING POINT, VIA THE METHOD INDICATED ON THE FACE
HEREOF. BCAG TAX INFORMATION IS SUPERSEDED
G165.001
THE TERMS AND CONDITIONS OF BOEING COMMERCIAL AIRPLANE GROUP'S (BCAG'S)
PURCHASE ORDER (PO) NO. _____, INCLUDING ANY AMENDMENTS THERETO, ARE
INCORPORATED HEREIN AND BY THIS REFERENCE MADE A PART HEREOF IN ACCORDANCE
WITH THE NOVATION AGREEMENT ENTERED INTO BY SUPPLIER, BCAG AND VOUGHT
AIRCRAFT INDUSTRIES, INC. (BUYER). CHANGES IN TERMS AND CONDITIONS ARE
REQUIRED, AS SET FORTH HEREIN BELOW, TO PERMIT PO ADMINISTRATION BY BUYER.
NOTE CODE APM50 IS HEREBY SUPERSEDED BY INVOICING INSTRUCTIONS INCLUDED
HEREIN. SHIP TO THE DESTINATION, AND, IF FOB SHIPPING POINT, VIA THE METHOD
INDICATED ON THE FACE HEREOF. BCAG TAX INFORMATION IS SUPERSEDED
G167.000
IN ADDITION TO THE OTHER INSURANCE PROVISIONS OF THIS ORDER, SELLER AND ITS
SUBCONTRACTORS SHALL, AT THEIR SOLE COST AND EXPENSE, MAINTAIN PROPERTY
INSTALLATION FLOATER INSURANCE COVERAGE IN THE AMOUNT OF $_____. SUCH
INSURANCE SHALL COVER THE RISK OF LOSS OF THE EQUIPMENT ITSELF, BOTH DURING
TRANSIT AND AT BUYER’S PREMISES, AND THE VALUE OF INSTALLATION LABOR THAT HAS
BEEN EXPENDED UP TO THE POINT OF ANY LOSS. COVERAGE UNDER THIS INSURANCE
SHALL BEGIN EFFECTIVE WITH THE START OF THE TRANSIT OF THE EQUIPMENT FROM
THE SELLER’S MANUFACTURING FACILITY TO BUYER’S PREMISES AND SHALL CONTINUE,
UNINTERRUPTED, THROUGHOUT THE EQUIPMENT INSTALLATION PERIOD ON BUYER’S
PREMISES. COVERAGE SHALL END WITH FINAL ACCEPTANCE OF THE PROJECT BY BUYER.
IN THE EVENT OF LOSS TO WHICH THIS INSURANCE SHALL APPLY, THE PROCEEDS FROM
SUCH INSURANCE SHALL BE PAID TO BUYER AS TRUSTEE FOR, AND FOR DISTRIBUTION
TO, THE INTERESTED PARTIES AS THEIR RESPECTIVE INTERESTS MAY APPEAR. BUYER
SHALL HAVE THE EXCLUSIVE RIGHT TO ADJUST AND SETTLE ANY LOSS WITH THE
INSURERS AND ANY SUCH SETTLEMENT SHALL BE FINAL AND BINDING UPON ALL
INTERESTED PARTIES; PROVIDED, THAT IF WITHIN TEN (10) DAYS OF THE OCCURRENCE
OF THE LOSS ANY INTERESTED PARTY GIVES BUYER WRITTEN NOTICE OF ITS DESIRE TO
PARTICIPATE WITH BUYER IN THE SETTLEMENT NEGOTIATIONS, BUYER SHALL NOT MAKE
FINAL SETTLEMENT WITH THE INSURERS TO THE EXTENT OF SUCH PARTY’S INTEREST
WITHOUT THE APPROVAL OF SUCH PARTY.
G167
(11-8-11)
Clause G167: In addition to the other insurance provisions of this Order, Seller and its subcontractors
shall, at their sole cost and expense, maintain property installation floater insurance coverage in the
amount of $_____. Such insurance shall cover the risk of loss of the equipment itself, both during
transit and at Buyer’s premises, and the value of installation labor that has been expended up to the
point of any loss. Coverage under this insurance shall begin effective with the start of the transit of
the equipment from the Seller’s manufacturing facility to Buyer’s premises and shall continue,
uninterrupted, throughout the equipment installation period on Buyer’s premises. Coverage shall end
with final acceptance of the project by Buyer.
In the event of loss to which this insurance shall apply, the proceeds from such insurance shall be
paid to Buyer as trustee for, and for distribution to, the interested parties as their respective interests
may appear. Buyer shall have the exclusive right to adjust and settle any loss with the insurers and
any such settlement shall be final and binding upon all interested parties; provided, that if within ten
(10) days of the occurrence of the loss any interested party gives Buyer written notice of its desire to
participate with Buyer in the settlement negotiations, Buyer shall not make final settlement with the
insurers to the extent of such party’s interest without the approval of such party.
G170.000
CONTRACTOR SHALL SUBMIT TO NORTHROP GRUMMAN, PRIOR TO START OF
CONSTRUCTION THREE (3) COMPLETE SETS OF CONTRACTOR'S DESIGN DRAWINGS,
EQUIPMENT CATALOG DATA AND SPECIFICATIONS FOR NORTHROP GRUMMAN APPROVAL.
G170.001
CONTRACTOR SHALL SUBMIT TO BUYER PRIOR TO START OF CONSTRUCTION THREE (3)
COMPLETE SETS OF CONTRACTOR'S DESIGN DRAWINGS, EQUIPMENT CATALOG DATA AND
SPECIFICATIONS FOR APPROVAL.
Page 50 of 237
G170
(11-8-11)
G175.021
Clause G170: Seller shall submit to Buyer prior to start of construction three (3) complete sets of
Seller's design drawings, equipment catalog data and specifications for approval.
INSURANCE: THE CONTRACTOR SHALL MAINTAIN AND FURNISH CONTRACTOR'S AND
SUBCONTRACTOR'S INSURANCE CERTIFICATES COVERING ALL OF THE FOLLOWING ITEMS
PRIOR TO ANY WORK BEGINNING ON NORTHROP GRUMMAN PREMISES:
1.
COMPREHENSIVE GENERAL LIABILITY INSURANCE WITH THE FOLLOWING MINIMUM
LIMITS:
$2,000,000.00 BODILY INJURY EACH PERSON
$2,000,000.00 BODILY INJURY EACH ACCIDENT
$2,000,000.00 PROPERTY DAMAGE EACH ACCIDENT
2.
AUTOMOBILE LIABILITY INSURANCE WITH THE FOLLOWING MINIMUM LIMITS:
$2,000,000.00 BODILY INJURY EACH PERSON
$2,000,000.00 BODILY INJURY EACH ACCIDENT
$2,000,000.00 PROPERTY DAMAGE EACH ACCIDENT
3.
WORKERS COMPENSATION: INSURER MUST PROVIDE A CERTIFICATE OF INSURANCE
PROVIDING $1,000,000.00 LIMITS, EMPLOYERS LIABILITY COVERAGE 'B' AND
STATUTORY LIMITS FOR COVERAGE 'A'. PROVIDE A WAIVER OF SUBROGATION
AGAINST NORTHROP GRUMMAN CORPORATION AND ITS SUBSIDIARIES WITH
RESPECT TO OPERATIONS OF INSURED.
4.
CONTRACTOR MUST HAVE COPIES ON FILE WITH NORTHROP GRUMMAN IN THE
BUYER'S POSSESSION GUARANTEEING THE SAME INSURANCE COVERAGE BY
SUBCONTRACTOR(S) WHO WILL BE ON NORTHROP GRUMMAN PREMISES DURING THE
TERM OF THIS CONTRACT.
TWO (2) COPIES OF CERTIFICATES OF SUCH INSURANCE, CONTAINING A THIRTY (30) DAY
PRIOR NOTICE OF CANCELLATION TO NORTHROP GRUMMAN, ARE TO BE SUBMITTED TO
THE BUYER, WITHIN FIVE (5) DAYS NOTICE OF PURCHASE ORDER AWARD AND PRIOR TO
ANY WORK BEGINNING ON NORTHROP GRUMMAN PREMISES.
CONTRACTOR SHALL BE RESPONSIBLE FOR ADHERING TO ALL NORTHROP GRUMMAN
INSURANCE REQUIREMENTS AND PROCEDURES AS CALLED OUT BY THE PURCHASE
ORDER INCLUDING TERMS AND CONDITIONS.
NORTHROP GRUMMAN IS TO BE ADDED AS ADDITIONAL INSURED.
G184.001
THE SUPPLIER WILL BE REQUESTED TO FURNISH TO THE BUYER A BREAKDOWN OF HIS
COSTS FOR ACCOUNTING PURPOSES ONLY.
G190.001
THE SUPPLIER CERTIFIES THAT THE LUMP SUM PRICE AS SET FORTH INCLUDES ALL
APPLICABLE FEDERAL, STATE, AND LOCAL TAXES INCLUDING SALES, USE, AND EXCISE
TAXES.
G192.000
SHOULD A CONTRACTOR FIND DISCREPANCIES OR BE IN DOUBT AS TO THE CHARACTER
AND QUALITY OF ANY SURFACE OR SUBSURFACE MATERIALS OR ANY OBSTACLES
ENCOUNTERED, HE/SHE SHALL STOP WORK AND IMMEDIATELY NOTIFY THE NORTHROP
GRUMMAN CONSTRUCTION MANAGER AND PROCUREMENT. THE CONTRACTOR SHALL AT
NO TIME ATTEMPT TO REMOVE, DISTURB OR ANALYZE ANY HAZARDOUS MATERIAL OR
SUSPECT HAZARDOUS MATERIAL.
G192.001
SHOULD A CONTRACTOR FIND DISCREPANCIES OR BE IN DOUBT AS TO THE CHARACTER
AND QUALITY OF ANY SURFACE OR SUBSURFACE MATERIALS OR ANY OBSTACLES
ENCOUNTERED, HE/SHE SHALL STOP WORK AND IMMEDIATELY NOTIFY BUYER’S
CONSTRUCTION MANAGER AND PROCUREMENT REPRESENTATIVE. THE CONTRACTOR
SHALL AT NO TIME ATTEMPT TO REMOVE, DISTURB OR ANALYZE ANY HAZARDOUS
Page 51 of 237
MATERIAL OR SUSPECT HAZARDOUS MATERIAL.
G192
(11-8-11)
Clause G192: Should Seller find discrepancies or be in doubt as to the character and quality of any
surface or subsurface materials or any obstacles encountered, Seller shall stop work and immediately
notify Buyer’s construction manager and Authorized Purchasing Representative. The Seller shall at
no time attempt to remove, disturb or analyze any hazardous material or suspect hazardous material.
G199.006
SAFETY REQUIREMENTS. THE CONTRACTOR MUST COMPLY WITH THE FOLLOWING
SAFETY RULES AND REGULATIONS: O.S.H.A., GENERAL INDUSTRY SAFETY ORDERS,
STATE OF CALIFORNIA SAFETY ORDERS, NORTHROP GRUMMAN SAFETY RULES AND
OTHER APPLICABLE CODES AND REGULATIONS. PARTICULAR ATTENTION IS CALLED TO
THE FOLLOWING: NO FUEL POWERED EQUIPMENT SHALL BE USED THAT WOULD CAUSE A
CONCENTRATION OF FIFTY (50) PARTS PER MILLION OR GREATER OF CARBON MONOXIDE.
THE CONTRACTOR IS TO ADVISE ALL OF ITS PERSONNEL WORKING AT THE JOB SITE THAT
THE JOB SITE IS TO BE LEFT AT THEIR QUITTING TIME IN AS NEAT AND ORDERLY
CONDITION AS THE JOB WILL PERMIT. SPECIAL EMPHASIS IS GIVEN TO PROPER USE OF
LADDERS, SCAFFOLDS, HOUSEKEEPING, BARRICADES, AND THE USE OF REQUIRED
SAFETY EQUIPMENT. DEVIATIONS TO STATE SAFETY ORDERS ARE NOT PERMITTED.
YOUR WORK WILL BE MONITORED BY THE NORTHROP GRUMMAN SAFETY ENGINEERING
ORGANIZATION WHICH WILL ASSIST YOU WHEN REQUESTED. IN THE EVENT OF A
VIOLATION OF THE ABOVE REFERENCED SAFETY RULES AND/OR CODES, THE NORTHROP
GRUMMAN SAFETY ENGINEERING ORGANIZATION HAS THE AUTHORITY TO STOP THE
WORK, AT THE CONTRACTOR'S EXPENSE, AND IT WILL NOT BE RESTARTED UNTIL THE
VIOLATION HAS BEEN ELIMINATED.
G199.007
SAFETY REQUIREMENTS. THE CONTRACTOR MUST COMPLY WITH THE FOLLOWING
SAFETY RULES AND REGULATIONS: O.S.H.A., GENERAL INDUSTRY SAFETY ORDERS,
STATE OF CALIFORNIA SAFETY ORDERS, BUYER’S SAFETY RULES AND OTHER
APPLICABLE CODES AND REGULATIONS. PARTICULAR ATTENTION IS CALLED TO THE
FOLLOWING: NO FUEL POWERED EQUIPMENT SHALL BE USED THAT WOULD CAUSE A
CONCENTRATION OF FIFTY (50) PARTS PER MILLION OR GREATER OF CARBON MONOXIDE.
THE CONTRACTOR IS TO ADVISE ALL OF ITS PERSONNEL WORKING AT THE JOB SITE THAT
THE JOB SITE IS TO BE LEFT AT THEIR QUITTING TIME IN AS NEAT AND ORDERLY
CONDITION AS THE JOB WILL PERMIT. SPECIAL EMPHASIS IS GIVEN TO PROPER USE OF
LADDERS, SCAFFOLDS, HOUSEKEEPING, BARRICADES, AND THE USE OF REQUIRED
SAFETY EQUIPMENT. DEVIATIONS TO STATE SAFETY ORDERS ARE NOT PERMITTED.
YOUR WORK WILL BE MONITORED BY BUYER’S SAFETY ENGINEERING ORGANIZATION
WHICH WILL ASSIST YOU WHEN REQUESTED. IN THE EVENT OF A VIOLATION OF THE
ABOVE REFERENCED SAFETY RULES AND/OR CODES, BUYER’S SAFETY ENGINEERING
ORGANIZATION HAS THE AUTHORITY TO STOP THE WORK, AT THE CONTRACTOR'S
EXPENSE, AND IT WILL NOT BE RESTARTED UNTIL THE VIOLATION HAS BEEN ELIMINATED.
G203.002
THE CONTRACTOR AND ALL RESPECTIVE SUBCONTRACTORS SHALL BE LICENSED TO
OPERATE IN THE CITY(S) IN WHICH THIS WORK IS BEING PERFORMED.
G209.000
BOEING PURCHASE ORDER TERMS AND CONDITIONS, D1-4100-4045 (REV. 5/92), ARE BY THIS
REFERENCE INCORPORATED INTO THIS ORDER AS THOUGH SET FORTH IN FULL TEXT,
EXCEPT AS OTHERWISE MODIFIED HEREIN.
G211.000
CONTRACTOR TO CERTIFY THAT THE PRODUCTS BEING SOLD AND/OR SERVICES
PERFORMED UNDER THIS PURCHASE ORDER COMPLY WITH AND CONFORM TO
CERTIFICATE AS TO HEALTH, SAFETY AND ENVIRONMENTAL REQUIREMENTS, FORM 29-98.
G212.000
INSURANCE: THE CONTRACTOR SHALL MAINTAIN AND FURNISH CONTRACTOR'S AND
SUBCONTRACTOR'S INSURANCE CERTIFICATES COVERING ALL OF THE FOLLOWING ITEMS
PRIOR TO ANY WORK BEGINNING ON VOUGHT AIRCRAFT INDUSTRIES, INC. PREMISES:
1.
COMPREHENSIVE GENERAL LIABILITY INSURANCE WITH THE FOLLOWING MINIMUM
LIMITS:
$2,000,000.00 BODILY INJURY EACH PERSON
Page 52 of 237
$2,000,000.00 BODILY INJURY EACH ACCIDENT
$2,000,000.00 PROPERTY DAMAGE EACH ACCIDENT
2.
AUTOMOBILE LIABILITY INSURANCE WITH THE FOLLOWING MINIMUM LIMITS:
$2,000,000.00 BODILY INJURY EACH PERSON
$2,000,000.00 BODILY INJURY EACH ACCIDENT
$2,000,000.00 PROPERTY DAMAGE EACH ACCIDENT
3.
WORKERS COMPENSATION: INSURER MUST PROVIDE A CERTIFICATE OF INSURANCE
PROVIDING $1,000,000.00 LIMITS, EMPLOYERS LIABILITY COVERAGE 'B' AND
STATUTORY LIMITS FOR COVERAGE 'A'. PROVIDE A WAIVER OF SUBROGATION
AGAINST VOUGHT AIRCRAFT INDUSTRIES, INC. AND ITS SUBSIDIARIES WITH RESPECT
TO OPERATIONS OF INSURED.
4.
CONTRACTOR MUST HAVE COPIES ON FILE WITH VOUGHT AIRCRAFT INDUSTRIES,
INC. IN THE BUYER'S POSSESSION GUARANTEEING THE SAME INSURANCE
COVERAGE BY SUBCONTRACTOR(S) WHO WILL BE ON VOUGHT AIRCRAFT
INDUSTRIES, INC. PREMISES DURING THE TERM OF THIS CONTRACT.
TWO (2) COPIES OF CERTIFICATES OF SUCH INSURANCE, CONTAINING A THIRTY (30) DAY
PRIOR NOTICE OF CANCELLATION TO VOUGHT AIRCRAFT INDUSTRIES, INC., ARE TO BE
SUBMITTED TO THE BUYER, WITHIN FIVE (5) DAYS NOTICE OF PURCHASE ORDER AWARD
AND PRIOR TO ANY WORK BEGINNING ON VOUGHT AIRCRAFT INDUSTRIES, INC. PREMISES.
CONTRACTOR SHALL BE RESPONSIBLE FOR ADHERING TO ALL VOUGHT AIRCRAFT
INDUSTRIES, INC. INSURANCE REQUIREMENTS AND PROCEDURES AS CALLED OUT BY THE
PURCHASE ORDER INCLUDING TERMS AND CONDITIONS.
VOUGHT AIRCRAFT INDUSTRIES, INC. IS TO BE ADDED AS ADDITIONAL INSURED.
G212.001
CLAUSE G212: INSURANCE. THE CONTRACTOR SHALL MAINTAIN AND FURNISH
CONTRACTOR'S AND
SUBCONTRACTOR'S INSURANCE CERTIFICATES COVERING ALL OF THE FOLLOWING ITEMS
PRIOR TO ANY WORK BEGINNING ON VOUGHT AIRCRAFT INDUSTRIES, INC. PREMISES:
1. COMMERCIAL GENERAL LIABILITY INSURANCE WITH THE FOLLOWING MINIMUM LIMITS:
$2,000,000.00 BODILY INJURY EACH PERSON
$2,000,000.00 BODILY INJURY EACH ACCIDENT
$2,000,000.00 PROPERTY DAMAGE EACH ACCIDENT
(ALTERNATIVE: $2,000,000 COMBINED SINGLE LIMIT)
INSURANCE SHALL NAME VOUGHT AS AN ADDITIONAL INSURED AND SHALL WAIVE
SUBROGATION AGAINST VOUGHT AND ITS SUBSIDIARIES WITH RESPECT TO OPERATIONS
OF THE INSURED
2. BUSINESS AUTOMOBILE LIABILITY INSURANCE, COVERING ALL OWNED, NON-OWNED
AND HIRED VEHICLES, WITH THE FOLLOWING MINIMUM LIMITS:
$2,000,000.00 BODILY INJURY EACH PERSON
$2,000,000.00 BODILY INJURY EACH ACCIDENT
$2,000,000.00 PROPERTY DAMAGE EACH ACCIDENT
(ALTERNATIVE: $2,000,000 COMBINED SINGLE LIMIT)
INSURANCE SHALL NAME VOUGHT AS AN ADDITIONAL INSURED AND SHALL WAIVE
SUBROGATION AGAINST VOUGHT AND ITS SUBSIDIARIES WITH RESPECT TO OPERATIONS
OF THE INSURED
3. WORKERS COMPENSATION: THE WORKERS’ COMPENSATION INSURANCE SHALL BE
STATUTORY AND THE EMPLOYERS LIABILITY AMOUNT SHALL BE $1,000,000. THE INSURER
Page 53 of 237
SHALL PROVIDE A WAIVER OF SUBROGATION AGAINST VOUGHT AND ITS SUBSIDIARIES
WITH RESPECT TO OPERATIONS OF THE INSURED.
ALL INSURANCE COVERAGE REQUIRED TO BE CARRIED BY THE CONTRACTOR SHALL BE
PRIMARY AND NON-CONTRIBUTORY FROM ANY INSURANCE COVERAGES CARRIED BY
VOUGHT.
ALL INSURANCE COVERAGE REQUIRED TO BE CARRIED BY THE CONTRACTOR SHALL BE
PROCURED FROM INSURERS AUTHORIZED TO DO BUSINESS IN THE STATE IN WHICH THE
WORK IS TO BE PERFORMED AND EACH INSURER MUST MAINTAIN A FINANCIAL STRENGTH
RATING OF “A-VII” OR BETTER AS RATED BY A.M. BEST KEY RATING GUIDE FOR PROPERTY
AND CASUALTY INSURANCE COMPANIES.
4. CONTRACTOR MUST HAVE COPIES OF CERTIFICATES OF INSURANCE ON FILE WITH
VOUGHT AIRCRAFT INDUSTRIES, INC. IN THE BUYER’S POSSESSION GUARANTEEING THE
SAME INSURANCE COVERAGE BY SUBCONTRACTOR(S) WHO WILL BE ON VOUGHT
AIRCRAFT INDUSTRIES, INC. PREMISES DURING THE TERM OF THIS CONTRACT.
CERTIFICATES OF INSURANCE EVIDENCING THE REQUIRED INSURANCE COVERAGES
SHALL BE PROVIDED TO (VOUGHT) PRIOR TO THE EFFECTIVE DATE OF THIS AGREEMENT.
THE CERTIFICATES OF INSURANCE AND THE INSURANCE POLICIES REQUIRED
THEREUNDER MUST CONTAIN A PROVISION STATING THAT ALL INSURANCE COVERAGE
THAT IS AFFORDED UNDER THE INSURANCE POLICIES SHALL NOT BE CANCELLED OR
ALLOWED TO EXPIRE WITHOUT REPLACEMENT UNLESS (VOUGHT) HAS RECEIVED AT
LEAST THIRTY (30) DAYS PRIOR WRITTEN NOTICE.
TWO (2) COPIES OF ALL INSURANCE CERTIFICATES ARE TO BE
SUBMITTED TO THE BUYER, WITHIN FIVE (5) DAYS NOTICE OF PURCHASE ORDER AWARD
AND PRIOR TO ANY WORK BEGINNING ON VOUGHT AIRCRAFT INDUSTRIES, INC. PREMISES.
CONTRACTOR SHALL BE RESPONSIBLE FOR ADHERING TO ALL VOUGHT AIRCRAFT
INDUSTRIES, INC. INSURANCE REQUIREMENTS AND PROCEDURES AS CALLED OUT BY THE
PURCHASE ORDER INCLUDING TERMS AND CONDITIONS.
G217.000
WHERE POSSIBLE SELLER SHALL USE PRODUCTS THAT ARE READILY AVAILABLE FROM
MULTIPLE SOURCES. SELLER’S SELECTION CRITERIA FOR PRODUCTS SHALL CONSIDER
THE CURRENT AND PROBABLE FUTURE AVAILABILITY OF EACH ITEM. SELLER SHALL
NOTIFY BUYER OF ANY SUBTIER DISCONTINUANCE OR LAST TIME BUYS OF PRODUCTS
WHEN KNOWN.
G217
Clause G217: Where possible Seller shall use products that are readily available from multiple
sources. Seller’s selection criteria for products shall consider the current and probable future
availability of each item. Seller shall notify Buyer of any subtier discontinuance or last time buys of
products when known.
(11-8-11)
G219.000
ALTHOUGH IDENTIFIED IN BCAG'S GTA/SBP WITH SUPPLIER, THE DOCUMENTS SPECIFIED
BELOW ARE FOR REFERENCE ONLY. THESE DOCUMENTS DO NOT INCLUDE INFORMATION
INTEGRAL TO THE CONTRACT BETWEEN BUYER AND SUPPLIER; THEREFORE, THEY ARE
NOT PART OF THE AGREEMENT BETWEEN BUYER AND SUPPLIER. BY SIGNING AND
RETURNING A PO ACKNOWLEDGMENT, SUPPLIER AGREES THAT THE DOCUMENTS ARE NOT
PART OF THIS NOVATED AGREEMENT.
DOCUMENT NUMBERS: _____
G221.000
"NOTHING IN THIS ORDER IS INTENDED OR SHALL EVER BE CONSTRUED TO PLACE BUYER
UNDER OBLIGATION TO PURCHASE ANY MINIMUM PORTION OF ITS TOTAL REQUIREMENTS
FROM SELLER, NOR TO PROHIBIT PURCHASE BY BUYER FROM ANY OTHER SOURCE OR
SUPPLIER."
"THE SELLER REPRESENTS AND WARRANTS TO BUYER THAT THE PRICES IN THIS ORDER
FAIRLY REFLECT MANUFACTURING AND/OR SELLING AND/OR DELIVERY COST SAVINGS
RESULTING FROM QUANTITY SALE, AND THAT SUCH PRICES ARE REASONABLY AVAILABLE
TO ALL OTHER PURCHASERS UNDER LIKE CONDITIONS AND ESSENTIALLY SIMILAR
Page 54 of 237
CIRCUMSTANCES."
G222.000
******
BUYER'S FORM 2-83509 "INSTRUCTIONS" IS ATTACHED HERETO AND BY THIS REFERENCE
MADE A PART HEREOF.
G223.000
************************************
ATTACHMENT "A" IS ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF.
G223.001
************************************
ATTACHMENT(S) "_____" IS/ARE ATTACHED HERETO AND BY THIS REFERENCE MADE A PART
HEREOF.
G223
(11-8-11)
G223
Clause G223: Attachment(s) "_____" is/are attached hereto and by this reference made a part
hereof.
Clause G223: ___________ is/are attached hereto and by this reference made a part hereof.
(5-6-13)
G224.000
*******
ATTACHMENT "E", "SPECIAL CONDITIONS", IS ATTACHED HERETO AND BY THIS REFERENCE
MADE A PART HEREOF.
G225.000
SELLER UNDERSTANDS AND AGREES PRICE(S) NEGOTIATED FOR THIS ORDER DO NOT
INCLUDE COST OF MONEY FOR FACILITIES CAPITAL EMPLOYED AND SUCH COSTS ARE
UNALLOWABLE UNDER THIS ORDER.
G225
Clause G225: Seller understands and agrees price(s) negotiated for this Order do not include cost of
money for facilities capital employed and such costs are unallowable under this Order.
(11-8-11)
G236.000
IF THE BIDDER IS SUBJECT TO ANY UNION CONTRACT, THE PROPOSAL MUST INCLUDE:
(1)
THE NAME AND NUMBER OF THE UNION(S) AND
(2)
THE EXPIRATION DATE OF THE UNION CONTRACT(S).
G236
If the bidder is subject to any union contract, the proposal must include:
(11-8-11)
(1)
The name and number of the union(s) and
(2)
The expiration date of the union contract(s).
G237.000
ALL PROSPECTIVE SUPPLIERS MUST COMPLETE THE FOLLOWING ROYALTY INFORMATION
CERTIFICATION BY COMPLETING THE APPROPRIATE SPACES, SIGNING, COPYING AND
RETURNING THIS NOTE WITH THE QUOTE/PROPOSAL RESPONSE.
ROYALTY INFORMATION CERTIFICATION
THIS IS TO CERTIFY THERE ____ ARE, ____ ARE NOT ROYALTY OR LICENSE FEE(S) COSTS
INCLUDED IN THIS QUOTE/PROPOSAL AND THERE ___ WILL, ____ WILL NOT BE ANY COSTS
FOR ROYALTIES OR LICENSE FEES TOTALING MORE THAN $250 IN ANY RESULTANT
PURCHASE ORDER (PO).
WHEN THE RESPONSE TO THIS SOLICITATION CONTAINS COSTS OR CHARGES FOR
ROYALTIES OR LICENSE FEE(S), THE FOLLOWING INFORMATION SHALL BE FURNISHED WITH
THE QUOTATION/PROPOSAL FOR EACH SEPARATE ITEM OF ROYALTY OR LICENSE FEE:
(1)
NAME AND ADDRESS OF LICENSOR;
Page 55 of 237
(2)
DATE OF LICENSE AGREEMENT;
(3)
PATENT NUMBERS, PATENT APPLICATION SERIAL NUMBERS, OR OTHER BASIS ON
WHICH ROYALTY IS PAYABLE;
(4)
BRIEF DESCRIPTION, INCLUDING ANY PART OR MODEL NUMBERS OF EACH
CONTRACT ITEM OR COMPONENT ON WHICH THE ROYALTY IS PAYABLE;
(5)
PERCENTAGE OF DOLLAR RATE OR ROYALTY PER UNIT;
(6)
UNIT PRICE OF CONTRACT ITEM;
(7)
NUMBER OF UNITS; AND
(8)
TOTAL DOLLAR AMOUNTS OF ROYALTIES.
IN ADDITION, IF SPECIFICALLY REQUESTED BY BUYER PRIOR TO THE EXECUTION OF THE
CONTRACT, A COPY OF THE CURRENT LICENSE AGREEMENT AND IDENTIFICATION OF
APPLICABLE CLAIMS OF SPECIFIC PATENTS SHALL BE FURNISHED.
FIRM: ________________________________
NAME: ______________________________
SIGNATURE: __________________________
TITLE: _______________________________
DATE: ________________________________
RFQ/RFP NO. _________________________
BUYER PROGRAM: (TO BE COMPLETED BY BUYER)
G238.000
THIS IS A FIRM FIXED-PRICE AWARD TO COVER THE COST OF LABOR AND MATERIAL TO
PERFORM THE WORK IN OUR PLANT AS SPECIFIED HEREIN.
G239.000
AT THE TIME OF SHIPMENT OF THE ARTICLES ORDERED HEREIN, SELLER SHALL FORWARD,
VIA FEDERAL EXPRESS OR DHL, TWO COPIES OF COMMERCIAL INVOICES, PACKING LISTS,
AND BILLS OF LADING (ORIGINAL BILL OF LADING IF BY OCEAN) COVERING EACH SHIPMENT
WITH ONE COPY TO THE ATTENTION OF BUYER'S "TRAFFIC DEPARTMENT", M/S 93-02 AND
ONE COPY TO FRITZ COMPANIES INC., 660 FRITZ DRIVE, COPPELL, TX 75019, PHONE NO.
(972) 304-6545. SELLER MUST NOTIFY FRITZ COMPANIES UPON ARRIVAL OF ALL SHIPMENTS
AT THE PORT OF ENTRY.
G239.001
CLAUSE G239: AT THE TIME OF SHIPMENT OF THE ARTICLES ORDERED HEREIN, SELLER
SHALL FORWARD, VIA FEDERAL EXPRESS OR DHL, TWO COPIES OF COMMERCIAL INVOICES,
PACKING LISTS, AND BILLS OF LADING (ORIGINAL BILLS OF LADING IF BY OCEAN) COVERING
EACH SHIPMENT WITH ONE COPY TO THE ATTENTION OF BUYER'S "TRAFFIC DEPARTMENT",
M/S 93-02, M/S 93-02, 9314 W. JEFFERSON BLVD., DALLAS, TX 75211 AND ONE COPY TO EGL
GLOBAL BROKERAGE, 620 WESTPORT PARKWAY, GRAPEVINE, TX 76051, TELEPHONE NO.
817-410-7846. SELLER MUST NOTIFY EGL GLOBAL BROKERAGE UPON ARRIVAL OF ALL
SHIPMENTS AT THE PORT OF ENTRY.
G240.008
SUPPLIER NOTE: THIS IS A RATED ORDER CERTIFIED FOR NATIONAL DEFENSE USE, AND
YOU ARE REQUIRED TO FOLLOW ALL THE PROVISIONS OF THE DEFENSE PRIORITIES &
ALLOCATIONS SYSTEM REGULATION (15 CFR PART 700). IF YOU SUBCONTRACT FOR
MATERIALS, PARTS, ETC., TO FULFILL THIS ORDER, YOU MUST FURNISH TO YOUR
SUBCONTRACTOR: THE PRIORITY RATING (APPEARING IN THE PRIORITY RATING BLOCK
OF THIS ORDER), THE STATEMENT "CERTIFIED FOR NATIONAL DEFENSE UNDER DPAS",
THE CONTRACT NUMBER APPEARING ON THIS ORDER, THE REQUIRED DELIVERY DATE,
AND SUCH OTHER DATA AND/OR DOCUMENTS AS MAY BE REQUIRED BY APPLICABLE
REGULATION.
G242.000
AT THE TIME OF SHIPMENT OF THE ARTICLES ORDERED HEREIN, SELLER SHALL FORWARD,
VIA FEDERAL EXPRESS OR DHL, TWO COPIES OF COMMERCIAL INVOICES, PACKING LISTS,
AND BILLS OF LADING (ORIGINAL BILL OF LADING IF BY OCEAN) COVERING EACH SHIPMENT
WITH ONE COPY TO NORTHROP GRUMMAN CORPORATION, INTEGRATED SYSTEMS AND
AEROSTRUCTURES SECTOR, 9314 W. JEFFERSON BLVD, DALLAS, TX 75211, ATTENTION:
TRAFFIC DEPARTMENT, M/S 93-02, AND ONE COPY TO LUND & PULLARA, 4 EAST PORT ROAD,
SUITE 401, RIVIERA BEACH, FL 33404. SELLER MUST NOTIFY LUND & PULLARA UPON
Page 56 of 237
ARRIVAL OF ALL SHIPMENTS AT THE PORT OF ENTRY.
G242.001
AT THE TIME OF SHIPMENT OF THE ARTICLES ORDERED HEREIN, SELLER SHALL FORWARD,
VIA FEDERAL EXPRESS OR DHL, TWO COPIES OF COMMERCIAL INVOICES, PACKING LISTS,
AND BILLS OF LADING (ORIGINAL BILL OF LADING IF BY OCEAN) COVERING EACH SHIPMENT
WITH ONE COPY TO VOUGHT AIRCRAFT INDUSTRIES, INC., 9314 W. JEFFERSON BLVD,
DALLAS, TX 75211, ATTENTION: TRAFFIC DEPARTMENT, M/S 93-02, AND ONE COPY TO LUND
& PULLARA, 4 EAST PORT ROAD, SUITE 401, RIVIERA BEACH, FL 33404. SELLER MUST
NOTIFY LUND & PULLARA UPON ARRIVAL OF ALL SHIPMENTS AT THE PORT OF ENTRY.
G244.000
THIS REVISION IS FOR A RESCHEDULE. SELLER MUST NOTIFY COGNIZANT BUYER WITHIN
THREE (3) DAYS IF A COMPLIANCE ISSUE OCCURS.
G245.001
THIS PURCHASE ORDER COVERS THE COST OF CONSTRUCTION SERVICES FROM _____
THROUGH _____.
G248.000
ALL DELIVERIES HEREUNDER SHALL BE STRICTLY IN ACCORDANCE WITH THE APPLICABLE
SCHEDULES SET FORTH IN THIS PURCHASE ORDER. UNAUTHORIZED OVERSHIPMENTS AND
EARLY SHIPMENTS SHALL BE RETURNED AT SELLER'S EXPENSE AND SELLER SHALL BE
LIABLE FOR ALL STORAGE/HANDLING CHARGES INCURRED AS A RESULT OF
OVERSHIPMENTS AND EARLY SHIPMENTS.
G254.001
PRIOR TO PAYMENT OF THE FINAL INVOICE, CONTRACTOR SHALL PROVIDE A WRITTEN
LISTING OF ALL CAPITAL EQUIPMENT, THE SERIAL NUMBERS AND WARRANTY
INFORMATION. THE WARRANTY INFORMATION SHALL SHOW, WARRANTY PERIOD,
EFFECTIVITY DATE AND TYPE OF WARRANTY. THIS INCLUDES ANY MACHINERY INSTALLED
FOR IN-HOUSE USE AND ANY EQUIPMENT NECESSARY TO SUPPORT ANY CONSTRUCTION
EFFORT TO THE FACILITY.
G254
Clause G254: Prior to payment of the final invoice, Seller shall provide a written listing of all capital
equipment, the serial numbers and warranty information. The warranty information shall show,
warranty period, effectivity date and type of warranty. This includes any machinery installed for inhouse use and any equipment necessary to support any construction effort to the facility.
(11-8-11)
G255.002
THE COATINGS AND SOLVENTS REQUIRED FOR USE ON THIS CONTRACT MAY BE
RESTRICTED UNDER CERTAIN CONDITIONS IN CALIFORNIA PER SCAQMD RULE 1124.
REFER TO APPLICABLE MATERIAL AND USAGE SPECIFICATIONS PRIOR TO USE.
G256.001
ALL MACHINERY WITH MOVING PARTS, ELECTRICAL RELAYS OR HEATING ELEMENTS MUST
BE FULLY EQUIPPED WITH SAFEGUARDS THAT MEET THE REQUIREMENTS SET FORTH IN
APPLICABLE SAFETY ORDERS ISSUED BY THE DEPARTMENT OF INDUSTRIAL RELATIONS.
G257.000
ALL SELLER OR CONTRACTOR PERSONNEL MUST WEAR OSHA APPROVED SAFETY
GLASSES WHILE IN BUYER'S FACILITY. SELLER OR CONTRACTOR IS RESPONSIBLE FOR
ENSURING ITS EMPLOYEES HAVE OSHA APPROVED SAFETY GLASSES. BUYER WILL NOT
FURNISH SAFETY GLASSES TO SELLER OR CONTRACTOR PERSONNEL.
SELLER OR CONTRACTOR PERSONNEL MUST WEAR EAR PLUGS WHILE IN THE
MANUFACTURING AREA OF BUYER’S FACILITY. IF SELLER OR CONTRACTOR PERSONNEL
DO NOT HAVE EARPLUGS, EARPLUGS MAY BE OBTAINED FROM BUYER’S SECURITY
PERSONNEL.
BUYER’S PROPERTY HAS BEEN DESIGNATED A “NO TOBACCO” FACILITY. ALL SELLERS,
CONTRACTORS, OR SUBCONTRACTORS ARE FORBIDDEN TO USE ANY TOBACCO
PRODUCTS WHILE ON BUYER’S PREMISES. ALL SELLERS AND CONTRACTORS ARE
RESPONSIBLE FOR THE FLOWDOWN OF THIS INFORMATION TO ALL SUBCONTRACTORS.
SELLLERS AND CONTRACTORS WILL BE HELD RESPONSIBLE FOR ENFORCING THIS
POLICY. ANYONE CAUGHT VIOLATING THIS POLICY IS SUBJECT TO REMOVAL FROM
BUYER’S PREMISES AND THE SELLER, CONTRACTOR, OR SUBCONTRACTOR IS SUBJECT
TO BEING BARRED FROM FUTURE CONTRACTS.
Page 57 of 237
G261.000
SELLER WILL PROVIDE AIRCRAFT ON GROUND ("AOG") DELIVERY COMMITMENTS TO BUYER
WITHIN THREE (3) HOURS OF RECEIVING NOTICE OF AN AOG REQUIREMENT. SELLER SHALL
PROVIDE PRODUCTION SUPPORT FOR AOG REQUIREMENTS ON A BEST EFFORT BASIS, 365
DAYS A YEAR. SUCH SUPPORT SHALL BE PROVIDED AT NO ADDITIONAL COST TO BUYER.
G273.000
UNDER CALIFORNIA LAW, NORTHROP GRUMMAN CORPORATION IS REQUIRED TO
WITHHOLD INCOME TAX AT THE RATE OF 7% FROM PAYMENTS TO NONRESIDENT
INDEPENDENT CONTRACTORS FOR SERVICES PERFORMED IN CALIFORNIA OR OF
RENTALS TO NONRESIDENT PAYEES FOR PROPERTY (REAL OR PERSONAL) LOCATED IN
CALIFORNIA.
THE LAW PERMITS AN EXEMPTION FROM WITHHOLDING FOR INDIVIDUAL INDEPENDENT
CONTRACTORS THAT DECLARE THAT THEY ARE RESIDENTS OF CALIFORNIA, AND FOR
PARTNERSHIP AND CORPORATE INDEPENDENT CONTRACTORS WHICH CERTIFY THAT
THEY HAVE A PERMANENT PLACE OF BUSINESS IN CALIFORNIA. A CORPORATION IS
DEEMED TO HAVE A PERMANENT PLACE OF BUSINESS IN CALIFORNIA IF IT IS EITHER
ORGANIZED UNDER CALIFORNIA LAW OR IS QUALIFIED TO TRANSACT BUSINESS IN
CALIFORNIA. SUPPLIERS THAT QUALIFY FOR THE EXEMPTION SHOULD SEND TO
NORTHROP GRUMMAN, MILITARY AIRCRAFT SYSTEMS DIVISION (NGMASD), ACCOUNTS
PAYABLE DEPARTMENT, A PROPERLY COMPLETED CALIFORNIA FORM 590, "WITHHOLDING
EXEMPTION CERTIFICATE". WHEN ADDITIONAL INFORMATION IS NEEDED TO DETERMINE
THE AMOUNT SUBJECT TO WITHHOLDING, FORM 587 IS REQUIRED.
SUPPLIERS THAT ARE NOT EXEMPT FROM WITHHOLDING MUST INDICATE ON THEIR
INVOICE THE AMOUNT OF THEIR BILLING WHICH IS ATTRIBUTABLE TO SERVICES
PERFORMED IN CALIFORNIA. TAX WILL BE WITHHELD ON THE ENTIRE PAYMENT ON THOSE
INVOICES WHICH DO NOT CONTAIN THIS ALLOCATION INFORMATION.
IN THOSE CASES WHERE TAX IS WITHHELD, NGMASD WILL PROVIDE THE NONRESIDENT
SUPPLIER WITH A CALIFORNIA FORM 591, "REPORT OF TAX WITHHELD AT SOURCE" ON AN
ANNUAL BASIS.
G273.001
UNDER CALIFORNIA LAW, BUYER IS REQUIRED TO WITHHOLD INCOME TAX AT THE RATE
OF 7% FROM PAYMENTS TO NONRESIDENT INDEPENDENT CONTRACTORS FOR SERVICES
PERFORMED IN CALIFORNIA OR OF RENTALS TO NONRESIDENT PAYEES FOR PROPERTY
(REAL OR PERSONAL) LOCATED IN CALIFORNIA.
THE LAW PERMITS AN EXEMPTION FROM WITHHOLDING FOR INDIVIDUAL INDEPENDENT
CONTRACTORS THAT DECLARE THAT THEY ARE RESIDENTS OF CALIFORNIA, AND FOR
PARTNERSHIP AND CORPORATE INDEPENDENT CONTRACTORS WHICH CERTIFY THAT
THEY HAVE A PERMANENT PLACE OF BUSINESS IN CALIFORNIA. A CORPORATION IS
DEEMED TO HAVE A PERMANENT PLACE OF BUSINESS IN CALIFORNIA IF IT IS EITHER
ORGANIZED UNDER CALIFORNIA LAW OR IS QUALIFIED TO TRANSACT BUSINESS IN
CALIFORNIA. SUPPLIERS THAT QUALIFY FOR THE EXEMPTION SHOULD SEND TO BUYER’S
ACCOUNTS PAYABLE DEPARTMENT, A PROPERLY COMPLETED CALIFORNIA FORM 590,
"WITHHOLDING EXEMPTION CERTIFICATE". WHEN ADDITIONAL INFORMATION IS NEEDED
TO DETERMINE THE AMOUNT SUBJECT TO WITHHOLDING, FORM 587 IS REQUIRED.
SUPPLIERS THAT ARE NOT EXEMPT FROM WITHHOLDING MUST INDICATE ON THEIR
INVOICE THE AMOUNT OF THEIR BILLING WHICH IS ATTRIBUTABLE TO SERVICES
PERFORMED IN CALIFORNIA. TAX WILL BE WITHHELD ON THE ENTIRE PAYMENT ON THOSE
INVOICES WHICH DO NOT CONTAIN THIS ALLOCATION INFORMATION.
IN THOSE CASES WHERE TAX IS WITHHELD, BUYER WILL PROVIDE THE NONRESIDENT
SUPPLIER WITH A CALIFORNIA FORM 591, "REPORT OF TAX WITHHELD AT SOURCE" ON AN
ANNUAL BASIS.
G273
(11-8-11)
Clause G273: Under California law, Buyer is required to withhold income tax at the rate of 7% from
payments to nonresident independent contractors for services performed in California or of rentals to
nonresident payees for property (real or personal) located in California.
The law permits an exemption from withholding for individual independent contractors that declare
that they are residents of California; and for partnership and corporate independent contractors which
certify that they have a permanent place of business in California. A corporation is deemed to have a
Page 58 of 237
permanent place of business in California if it is either organized under California law or is qualified to
transact business in California. Suppliers that qualify for the exemption should send to Buyer’s
accounts payable department, a properly completed California form 590, "withholding exemption
certificate". When additional information is needed to determine the amount subject to withholding,
form 587 is required.
Suppliers that are not exempt from withholding must indicate on their invoice the amount of their
billing which is attributable to services performed in California. Tax will be withheld on the entire
payment on those invoices which do not contain this allocation information.
In those cases where tax is withheld, Buyer will provide the nonresident Seller with a California form
591, "report of tax withheld at source" on an annual basis.
G302.001
SUPPLIER NOTE: IMMEDIATELY NOTIFY NORTHROP GRUMMAN BUYER, IN WRITING, OF (1)
ANY ADDITIONAL TOOLING REQUIRED AND (2) ANY TOOLING LISTED ON THIS PURCHASE
ORDER WHICH IS NOT BEING USED.
G302.002
SUPPLIER NOTE: IMMEDIATELY NOTIFY BUYER, IN WRITING, OF (1) ANY ADDITIONAL
TOOLING REQUIRED AND (2) ANY TOOLING LISTED ON THIS PURCHASE ORDER WHICH IS
NOT BEING USED.
G310.001
ALL OF THE WORK IS TO BE PERFORMED IN ACCORDANCE WITH THE FOLLOWING
CONTROL DOCUMENTS, AS DELINEATED THEREIN, WHICH HAVE PREVIOUSLY BEEN OR
ARE NOW FURNISHED TO THE CONTRACTOR/SUPPLIER AND WHICH BY REFERENCE ARE
INCORPORATED HEREIN AND MADE A PART HEREOF:
G311.000
THE CONTRACT WILL COVER SERVICES FROM _____ THROUGH _____. CONTRACTOR/
SUPPLIER ESTIMATED COMPLETION DATE (ECD) IS APPROXIMATELY _____ BASED UPON,
(1) THAT NORTHROP GRUMMAN PROVIDES CONTRACTOR CLEAR ACCESS TO WORK
AREAS, AND (2) THAT NORTHROP GRUMMAN DOES NOT CAUSE UNDUE DELAYS INHIBITING
WORK TO BE PERFORMED BY CONTRACTOR/SUPPLIER.
G311.001
THE CONTRACT WILL COVER SERVICES FROM _____ THROUGH _____. CONTRACTOR/
SUPPLIER ESTIMATED COMPLETION DATE (ECD) IS APPROXIMATELY _____ BASED UPON,
(1) THAT BUYER PROVIDES CONTRACTOR CLEAR ACCESS TO WORK AREAS, AND (2) THAT
BUYER DOES NOT CAUSE UNDUE DELAYS INHIBITING WORK TO BE PERFORMED BY
CONTRACTOR/SUPPLIER.
G311
Clause G311: The contract will cover services from _____ through _____. Seller estimated
completion date (ECD) is approximately _____ based upon, (1) that Buyer provides Seller clear
access to work areas, and (2) that Buyer does not cause undue delays inhibiting work to be
performed by Seller.
(11-8-11)
G316.000
CONTRACTOR/SUPPLIER MUST COPY BUYER ON ANY AND ALL CORRESPONDENCE NOT
DIRECTLY ADDRESSED TO BUYER CONCERNING THIS AWARD.
G317.001
DESIGNATED SUPERVISION OF SITE WORK/TECHNICAL ASSISTANCE ON BEHALF OF
NORTHROP GRUMMAN IS HEREBY DELEGATED/DESIGNATED TO _____, ORGN. _____,
TELEPHONE _____, AS SO AUTHORIZED BY THE NORTHROP GRUMMAN PROCUREMENT
REPRESENTATIVE AND AS MAY BE EXPRESSLY LIMITED BY THE TERMS AND CONDITIONS
HEREIN SPECIFIED.
G317.002
DESIGNATED SUPERVISION OF SITE WORK/TECHNICAL ASSISTANCE ON BEHALF OF
VOUGHT AIRCRAFT INDUSTRIES, INC. IS HEREBY DELEGATED/DESIGNATED TO _____,
ORGN. _____, TELEPHONE _____, AS SO AUTHORIZED BY buyer’s PROCUREMENT
REPRESENTATIVE AND AS MAY BE EXPRESSLY LIMITED BY THE TERMS AND CONDITIONS
HEREIN SPECIFIED.
G321.000
SELLER SHALL NOTIFY BUYER OF ANY REQUIREMENT FOR NEW OR REFURBISHMENT OF
EXISTING GOVERNMENT PROPERTY BY SUBMITTING A STATEMENT OF WORK (SOW). BUYER
MUST SECURE GOVERNMENT APPROVAL PRIOR TO ANY AUTHORIZATION OR FUNDING FOR
Page 59 of 237
REWORK, REFURBISHMENT, OR REPLACEMENT OF GOVERNMENT-OWNED EQUIPMENT OR
TOOLING. ANY REWORK, REFURBISHMENT, OR REPLACEMENT ACTION TAKEN BY SELLER
PRIOR TO RECEIPT OF BUYER AUTHORIZATION SHALL BE AT SELLER'S RISK.
G321
(11-8-11)
Clause G321: Seller shall notify Buyer of any requirement for new or refurbishment of existing
Government property by submitting a statement of work (SOW). Buyer must secure Government
approval prior to any authorization or funding for rework, refurbishment, or replacement of
Government-owned equipment or tooling. Any rework, refurbishment, or replacement action taken by
Seller prior to receipt of Buyer authorization shall be at Seller's risk.
G325.000
FIELD CHANGES ARE BASED UPON ACTUAL COSTS PLUS MARK-UP ALLOWED BY THIS
CONTRACT AND ARE NOT SUBJECT TO 10% RETENTION.
G326.000
FINAL ACCEPTANCE SHALL TAKE PLACE AT NORTHROP GRUMMAN'S FACILITY AFTER
INSTALLATION IS COMPLETED AND THE EQUIPMENT HAS BEEN SHOWN OPERATING TO
THE REASONABLE SATISFACTION OF THE BUYER OR BUYER'S AUTHORIZED PERSONNEL;
OR, IF APPLICABLE, AFTER THE ACCEPTANCE CRITERIA HAS BEEN ACCOMPLISHED.
G326.001
FINAL ACCEPTANCE SHALL TAKE PLACE AT BUYER'S FACILITY AFTER INSTALLATION IS
COMPLETED AND THE EQUIPMENT HAS BEEN SHOWN OPERATING TO THE REASONABLE
SATISFACTION OF THE BUYER OR BUYER'S AUTHORIZED PERSONNEL; OR, IF APPLICABLE,
AFTER THE ACCEPTANCE CRITERIA HAS BEEN ACCOMPLISHED.
G326
Clause G326: Final acceptance shall take place at Buyer's facility after installation is completed and
the equipment has been shown operating to the reasonable satisfaction of the Buyer or Buyer's
authorized personnel; or, if applicable, after the acceptance criteria has been accomplished.
(11-8-11)
G327.001
CONTRACTOR/SUPPLIER IS REQUIRED TO PROVIDE, UPON COMPLETION OF THIS
PURCHASE ORDER/PROJECT, A "LETTER OF COMPLETION" ADDRESSED TO BUYER. THE
"LETTER OF COMPLETION" SHALL REFERENCE THE SUBJECT PURCHASE ORDER NUMBER
WITH ORIGINAL SUBMITTED TO BUYER. COPIES SENT TO SUBCONTRACTORS AND
SUPPLIERS.
G327
Clause G327: Seller is required to provide, upon completion of this Order, a "letter of completion"
addressed to Buyer. The "letter of completion" shall reference the subject Order number with original
submitted to Buyer.
(11-8-11)
G329.000
CONTRACTOR/SUPPLIER SHALL DIRECT ALL EMERGENCY CALLS THROUGH THE BUYER
LISTED ON THE PURCHASE ORDER.
G331.001
NORTHROP GRUMMAN WILL PROVIDE ROLL-OFF BINS, OR OTHER CONTAINERS, FOR
CONTRACTOR/SUPPLIER TO PLACE BAGGED ACM (ASBESTOS-CONTAINING MATERIAL).
G331.002
BUYER WILL PROVIDE ROLL-OFF BINS, OR OTHER CONTAINERS, FOR
CONTRACTOR/SUPPLIER TO PLACE BAGGED ACM (ASBESTOS-CONTAINING MATERIAL).
G332.000
CONTRACTOR/SUPPLIER IS REQUIRED TO KEEP A SUBMITTAL LOG FOR THE DURATION OF
THE CONTRACT.
G334.000
SYSTEM(S) MUST BE CONFIGURED AND BURNED IN A MINIMUM OF 24 HOURS.
G334
Clause G334: System(s) must be configured and burned in a minimum of 24 hours.
(11-8-11)
G337.000
RENT-FREE USE OF GOVERNMENT-OWNED FACILITIES HELD BY SELLER UNDER FACILITIES
CONTRACT(S) IDENTIFIED IN SELLER'S PROPOSAL IS AUTHORIZED IN THE PERFORMANCE
OF THIS ORDER IN ACCORDANCE WITH TERMS AND CONDITIONS OF SAID CONTRACT(S),
(EXCEPT FOR ITEMS IDENTIFIED HEREIN AS FOREIGN MILITARY SALES (FMS) ITEMS).
CONCURRENCE OF THE CONTRACTING OFFICER ADMINISTERING THE PRIME CONTRACT IS
Page 60 of 237
PROVIDED IN THE PRIME CONTRACT SHOWN ON THE FACE OF THIS PURCHASE ORDER OR
HAS BEEN REQUESTED BY LETTER REFERENCED ELSEWHERE HEREIN. SELLER WARRANTS
THAT EXCEPT FOR FMS ITEMS THAT IT HAS NOT INCLUDED IN THE PRICES IN THIS ORDER
ANY FACTOR FOR RENTAL OF SUCH FACILITIES. IF SAID FACILITIES ARE WITHDRAWN OR
RENT-FREE USE OF FACILITIES IS WITHDRAWN FROM SELLER BY THE GOVERNMENT AT ANY
TIME PRIOR TO OR DURING THE PERFORMANCE OF THIS ORDER, THE ORDER PRICE AND/OR
DELIVERY SCHEDULE SHALL BE SUBJECT TO EQUITABLE ADJUSTMENT.
G337
(11-8-11)
Clause G337: Rent-free use of Government-owned facilities held by Seller under facilities contract(s)
identified in Seller's proposal is authorized in the performance of this Order in accordance with terms
and conditions of said contract(s), (except for items identified herein as foreign military sales (FMS)
items). Concurrence of the contracting officer administering the prime contract is provided in the
prime contract shown on the face of this Order or has been requested by letter referenced elsewhere
herein. Seller warrants that except for FMS items that it has not included in the prices in this Order
any factor for rental of such facilities. If said facilities are withdrawn or rent-free use of facilities is
withdrawn from Seller by the Government at any time prior to or during the performance of this Order,
the Order price and/or delivery schedule shall be subject to equitable adjustment.
G338.000
USE OF GOVERNMENT-OWNED FACILITIES HELD BY SELLER UNDER FACILITIES
CONTRACT(S) IDENTIFIED IN SELLER'S PROPOSAL IS AUTHORIZED IN PERFORMANCE OF
THIS ORDER RELATIVE TO FOREIGN MILITARY SALES (FMS) ITEMS IDENTIFIED HEREIN.
SUCH PERFORMANCE IS AUTHORIZED ON A NON INTERFERENCE BASIS AND IN
ACCORDANCE WITH THE TERMS AND CONDITIONS OF THE AFORESAID FACILITIES
CONTRACT(S) INCLUDING THE PAYMENT OF THE RENTAL SET FORTH ELSEWHERE HEREIN.
CONCURRENCE OF THE CONTRACTING OFFICER ADMINISTERING THE PRIME CONTRACT IS
PROVIDED IN THE PRIME CONTRACT OR HAS BEEN REQUESTED BY LETTER REFERENCED
HEREIN. IF THE USE OF SAID FACILITIES IS WITHDRAWN FROM SELLER BY THE
GOVERNMENT PRIOR TO OR DURING THE PERFORMANCE OF THIS ORDER, THE ORDER
PRICE AND/OR DELIVERY SCHEDULE SHALL BE SUBJECT TO EQUITABLE ADJUSTMENT.
G338
Clause G338: Use of Government-owned facilities held by Seller under facilities contract(s) identified
in Seller's proposal is authorized in performance of this Order relative to foreign military sales (FMS)
items identified herein. Such performance is authorized on a non interference basis and in
accordance with the terms and conditions of the aforesaid facilities contract(s) including the payment
of the rental set forth elsewhere herein. Concurrence of the contracting officer administering the
prime contract is provided in the prime contract or has been requested by letter referenced herein. If
the use of said facilities is withdrawn from Seller by the Government prior to or during the
performance of this Order, the Order price and/or delivery schedule shall be subject to equitable
adjustment.
(11-8-11)
G339.000
SELLER AGREES, WHEN REQUESTED BY BUYER, TO SUBMIT A DD FORM 1662 TO BUYER IN
ACCORDANCE WITH SUBPART 245.5 OF THE DOD FEDERAL ACQUISITION REGULATIONS
SUPPLEMENT (DFARS) RELATIVE TO ANY GOVERNMENT FACILITIES INCLUDING INDUSTRIAL
PLANT EQUIPMENT IN SELLER'S POSSESSION FOR WHICH BUYER IS ACCOUNTABLE UNDER
ITS DEPARTMENT OF DEFENSE PRIME CONTRACTS.
G356.000
F.O.B. ORIGIN. SELLER MUST SHIP VIA CARRIER DESIGNATED ON THE FACE OF THIS ORDER.
USE OF ANY OTHER CARRIER MUST BE AUTHORIZED IN ADVANCE BY BUYER, IN WRITING.
FAILURE TO COMPLY WITH SHIPPING INSTRUCTIONS MAY RESULT IN REJECTION OF
INVOICE, DELAYS IN PAYMENT OF SHIPPING CHARGES, AND/OR DISALLOWANCE OF
SHIPPING CHARGES IN EXCESS OF THOSE BUYER WOULD HAVE INCURRED HAD SELLER
COMPLIED WITH SHIPPING INSTRUCTIONS.
G356.001
CLAUSE G356: F.O.B. ORIGIN. SELLER MUST SHIP STRICTLY IN ACCORDANCE WITH THE
INSTRUCTIONS SET FORTH IN THE VOUGHT STANDARD ROUTING GUIDE. THE VOUGHT
STANDARD ROUTING GUIDE MAY BE FOUND AT BUYER’S INTERNET SITE:
HTTP://WWW.VOUGHTAIRCRAFT.COM/SUPPLIERS/ (NOTE: THE WEBSITE MUST BE ENTERED
USING LOWER CASE CHARACTERS.) FAILURE TO COMPLY WITH SHIPPING INSTRUCTIONS AS
SET FORTH IN THE ROUTING GUIDE MAY RESULT IN REJECTION OF INVOICE, DELAYS IN
PAYMENT OF SHIPPING CHARGES, AND/OR DISALLOWANCE OF SHIPPING CHARGES IN
EXCESS OF THOSE BUYER WOULD HAVE INCURRED HAD SELLER COMPLIED WITH SHIPPING
Page 61 of 237
INSTRUCTIONS.
G356.002
CLAUSE G356: F.O.B. ORIGIN. SELLER MUST SHIP STRICTLY IN ACCORDANCE WITH THE
INSTRUCTIONS SET FORTH IN THE VOUGHT STANDARD ROUTING GUIDE. THE VOUGHT
STANDARD ROUTING GUIDE MAY BE FOUND AT BUYER'S INTERNET SITE:
HTTP://WWW.VOUGHTAIRCRAFT.COM/SUPPLIERS/ (NOTE: THE WEBSITE MUST BE ENTERED
USING LOWER CASE CHARACTERS.) FAILURE TO COMPLY WITH SHIPPING INSTRUCTIONS
AS SET FORTH IN THE ROUTING GUIDE MAY RESULT IN REJECTION OF INVOICES, DELAYS IN
PAYMENT OF SHIPPING CHARGES, AND/OR DISALLOWANCE OF SHIPPING CHARGES IN
EXCESS OF THOSE BUYER WOULD HAVE INCURRED HAD SELLER COMPLIED WITH SUCH
SHIPPING INSTRUCTIONS.
G357.000
GOVERNMENT-INDUSTRY DATA EXCHANGE PROGRAM (GIDEP)
IF THE NEGOTIATED AMOUNT OF THIS ORDER EXCEEDS $500,000.00, SELLER SHALL
PROVIDE AND MAINTAIN PROCEDURES TO ENABLE ITS FULL PARTICIPATION IN THE
APPROPRIATE INTERCHANGE OF THE GOVERNMENT-INDUSTRY DATA EXCHANGE PROGRAM
(GIDEP) IN ACCORDANCE WITH THE ISSUE OF MIL-STD-1556 IN EFFECT ON THE DATE OF THIS
ORDER. COMPLIANCE WITH THIS CLAUSE SHALL NOT RELIEVE SELLER FROM COMPLYING
WITH ANY OTHER PROVISION OF THE ORDER.
G357
Clause G357: Government-industry data exchange program (GIDEP)
(11-8-11)
If the negotiated amount of this Order exceeds $500,000.00, Seller shall provide and maintain
procedures to enable its full participation in the appropriate interchange of the Government-industry
data exchange program (GIDEP) in accordance with the issue of Mil-Std-1556 in effect on the date of
this Order. Compliance with this clause shall not relieve Seller from complying with any other
provision of the Order.
G358.000
SELLER TO SUPPLY THE MATERIAL REQUIRED TO PRODUCE THE ARTICLES CALLED FOR ON
THIS PURCHASE ORDER.
G358.001
SELLER TO SUPPLY THE MATERIAL AND/OR EQUIPMENT REQUIRED TO PRODUCE THE
ARTICLES CALLED FOR ON THIS PURCHASE ORDER.
G382.000
SELLER FURNISH EQUIPMENT.
G385.000
NOTWITHSTANDING ANY OTHER PROVISIONS OF THIS ORDER, CONSIGNOR UNDERSTANDS
AND AGREES THAT THE REPLACEMENT VALUE OF EACH ITEM OF PROPERTY FURNISHED TO
CONSIGNEE HEREUNDER IS NOT MORE THAN THE MAXIMUM REPLACEMENT VALUE SHOWN
FOR THAT ITEM ON THE FACE OF THIS ORDER. IN NO EVENT SHALL THE MAXIMUM LIABILITY
OF CONSIGNEE TO CONSIGNOR OR TO ANY OTHER PARTY EXCEED: (A) AN AMOUNT EQUAL
TO THE LESSER OF THE AFORESAID MAXIMUM REPLACEMENT VALUE OF THE APPLICABLE
ITEM OR THE REASONABLE REPLACEMENT COST OF PROPERTY NOT RETURNED, FOR ANY
LOSS OF OR FAILURE TO RETURN ANY OF SAID PROPERTY, OR (B) AN AMOUNT EQUAL TO
THE LESSER OF THE AFORESAID MAXIMUM REPLACEMENT VALUE OF THE APPLICABLE ITEM
OR THE REASONABLE COST OF MAKING SUCH REPAIRS AS ARE NECESSARY TO PLACE THE
DAMAGED PROPERTY IN AS GOOD CONDITION AS WHEN RECEIVED BY CONSIGNEE
HEREUNDER, REASONABLE WEAR AND TEAR EXCEPTED, FOR ANY DAMAGE TO ANY OF SAID
PROPERTY.
TITLE TO ANY MATERIAL OR EQUIPMENT FURNISHED ON LOAN OR CONSIGNMENT SHALL
REMAIN IN CONSIGNOR AND CONSIGNEE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE
TO ANY MATERIAL OR EQUIPMENT FROM ANY CAUSE EXCEPT NEGLIGENCE. CONSIGNEE
SHALL BE LIABLE AND SHALL HOLD CONSIGNOR HARMLESS FROM LIABILITY FOR ANY
INJURIES TO ANY PERSON ARISING OUT OF THE ACTS OF CONSIGNEE'S PERSONNEL.
CONSIGNOR SHALL BE LIABLE AND SHALL HOLD CONSIGNEE HARMLESS FROM LIABILITY
FOR LOSS OR DAMAGE TO ANY PROPERTY OR INJURIES TO PERSONS ARISING OUT OF
ACTS OF CONSIGNOR'S PERSONNEL OR FAILURE OF CONSIGNOR'S MATERIAL OR
EQUIPMENT.
Page 62 of 237
G385
(11-8-11)
Clause G385: Notwithstanding any other provisions of this Order, consignor understands and agrees
that the replacement value of each item of property furnished to consignee hereunder is not more
than the maximum replacement value shown for that item on the face of this Order. In no event shall
the maximum liability of consignee to consignor or to any other party exceed: (a) an amount equal to
the lesser of the aforesaid maximum replacement value of the applicable item or the reasonable
replacement cost of property not returned, for any loss of or failure to return any of said property, or
(b) an amount equal to the lesser of the aforesaid maximum replacement value of the applicable item
or the reasonable cost of making such repairs as are necessary to place the damaged property in as
good condition as when received by consignee hereunder, reasonable wear and tear excepted, for
any damage to any of said property.
Title to any material or equipment furnished on loan or consignment shall remain in consignor and
consignee will not be liable for any loss or damage to any material or equipment from any cause
except negligence. Consignee shall be liable and shall hold consignor harmless from liability for any
injuries to any person arising out of the acts of consignee's personnel. Consignor shall be liable and
shall hold consignee harmless from liability for loss or damage to any property or injuries to persons
arising out of acts of consignor's personnel or failure of consignor's material or equipment.
G386.000
BUYER SUPPLIED MATERIAL (BSM) COMMONLY CALLED MHV
SEE TERMS AND CONDITIONS UNDER THE FOLLOWING PARAGRAPH FOR THE DOCUMENT
SPECIFIED: CONDITION 50.C FOR TERMS T-1 (R. 11/95); AND CONDITION 44.C FOR TERMS T-2
(R. 11/95). SELLER AGREES TO PROVIDE BUYER WITH A LINE ITEM ACCOUNTING OF THE
QUANTITIES OF BUYER SUPPLIED MATERIAL (BSM) RECEIVED, ACCEPTED AND USED AND
ANY REMAINING INVENTORY AT COMPLETION OF EACH ORDER. THE ACCOUNTING SHALL
BE PROVIDED ON BUYER'S FORM 2-83507 (CONTACT BUYER'S PURCHASING
REPRESENTATIVE FOR COPY). SELLER SHALL DISPOSE OF USEABLE, SURPLUS BSM AS
BUYER DIRECTS. WHEN USAGE EXCEEDS ALLOWANCE, SELLER WILL PURCHASE
ADDITIONAL MATERIAL FROM BUYER IN TIME TO MEET ORDER SCHEDULES. SELLER SHALL
CERTIFY WITH EACH SHIPMENT: COMPLIANCE WITH CONDITION 50.E OR 44.E OF THE
AFOREMENTIONED TERMS AND CONDITIONS; ONLY MATERIAL PROVIDED BY BUYER WAS
USED; AND NO UNAUTHORIZED SUBSTITUTIONS WERE MADE.
G387.000
BUYER RESERVES THE RIGHT TO REQUIRE SELLER TO CONDUCT A PROCESS CAPABILITY
DEMONSTRATION AT SELLER’S FACILITY. SELLER’S FAILURE TO SUCCESSFULLY COMPLETE
THE PROCESS CAPABILITY DEMONSTRATION WILL RESULT IN TERMINATION OF THIS
AGREEMENT AT NO COST OR LIABILITY TO BUYER FOR ANY EXISTING PURCHASE ORDER
RELEASED HEREUNDER.
G387
(11-8-11)
Clause G387: Buyer reserves the right to require Seller to conduct a process capability
demonstration at Seller’s facility. Seller’s failure to successfully complete the process capability
demonstration will result in termination of this agreement at no cost or liability to Buyer for any existing
order released hereunder.
G388.000
(737/747/757/767/777)
BOEING DOCUMENT NO. D33200, BOEING SUPPLIERS' TOOLING DOCUMENT, REVISION A
DATED 12 SEP 95, IS BY THIS REFERENCE INCORPORATED HEREIN. NOTWITHSTANDING
WORDING TO THE CONTRARY THEREIN, ALL COMMUNICATION RELATIVE TO REQUIREMENTS
OF THIS DOCUMENT SHALL BE DIRECTED TO BUYER'S PROCUREMENT REPRESENTATIVE
WHOSE NAME APPEARS ON THE FACE OF THIS ORDER. SELLER SHALL COMPLY WITH THE
APPLICABLE GENERAL REQUIREMENTS THEREIN TOGETHER WITH THOSE THAT APPLY
SPECIFICALLY TO THE BOEING COMMERCIAL AIRPLANE COMPANY, EXCEPT THAT BUYER'S
FORMS WILL APPLY IN LIEU OF BOEING FORM D1 4101 0600. A CURRENT COPY OF
DOCUMENT D33200 AND ANY OTHER FORMS NEEDED SHALL BE PROVIDED UPON REQUEST
SUBMITTED TO BUYER'S REPRESENTATIVE.
INVOICES FOR SPECIAL TOOLING COST WILL BE APPROVED FOR PAYMENT AFTER THE
FIRST LOT OF PARTS PRODUCED FROM SUCH SPECIAL TOOLING HAS BEEN RECEIVED AT
BUYER'S PLANT, PASSED BUYER RECEIVING INSPECTION AND COMPLETED SELLER PREPRODUCTION TESTING WHERE REQUIRED. ONE COPY OF THE CERTIFIED TOOL LIST MUST
BE SUBMITTED WITH THE INVOICE BEFORE THE INVOICE CAN BE APPROVED FOR PAYMENT.
Page 63 of 237
G388.001
(737/747/757/767/777)
BOEING DOCUMENT NO. D33200, BOEING SUPPLIERS' TOOLING DOCUMENT, INCLUDING ANY
REVISIONS THERETO, IS BY THIS REFERENCE INCORPORATED HEREIN. NOTWITHSTANDING
WORDING TO THE CONTRARY THEREIN, ALL COMMUNICATION RELATIVE TO REQUIREMENTS
OF THIS DOCUMENT SHALL BE DIRECTED TO BUYER'S PROCUREMENT REPRESENTATIVE
WHOSE NAME APPEARS ON THE FACE OF THIS ORDER. SELLER SHALL COMPLY WITH THE
APPLICABLE GENERAL REQUIREMENTS THEREIN TOGETHER WITH THOSE THAT APPLY
SPECIFICALLY TO THE BOEING COMMERCIAL AIRPLANE COMPANY, EXCEPT THAT BUYER'S
FORMS WILL APPLY IN LIEU OF BOEING FORM D1 4101 0600. A CURRENT COPY OF
DOCUMENT D33200 AND ANY OTHER FORMS NEEDED SHALL BE PROVIDED UPON REQUEST
SUBMITTED TO BUYER'S REPRESENTATIVE.
INVOICES FOR SPECIAL TOOLING COST WILL BE APPROVED FOR PAYMENT AFTER THE
FIRST LOT OF PARTS PRODUCED FROM SUCH SPECIAL TOOLING HAS BEEN RECEIVED AT
BUYER'S PLANT, PASSED BUYER RECEIVING INSPECTION AND COMPLETED SELLER PREPRODUCTION TESTING WHERE REQUIRED. ONE COPY OF THE CERTIFIED TOOL LIST MUST
BE SUBMITTED WITH THE INVOICE BEFORE THE INVOICE CAN BE APPROVED FOR PAYMENT.
G389.000
(737/747/757/767/777)
BOEING DOCUMENT NO. D953W001, OPERATIONS GENERAL REQUIREMENT - SUPPLIER,
REVISION D, IS BY THIS REFERENCE INCORPORATED HEREIN. NOTWITHSTANDING
WORDING TO THE CONTRARY THEREIN, ALL COMMUNICATION RELATIVE TO THE
REQUIREMENTS OF THIS DOCUMENT SHALL BE DIRECTED TO BUYER'S PROCUREMENT
REPRESENTATIVE WHOSE NAME APPEARS ON THE FACE OF THIS ORDER. SELLER'S
QUALITY SYSTEM SHALL COMPLY WITH REQUIREMENTS SPECIFIED IN BUYER'S SUPPLIER
REQUIREMENTS DOCUMENT AS SPECIFIED IN STANDARD NOTE I000 (SET FORTH
ELSEWHERE IN THIS ORDER) IN LIEU OF BOEING DOCUMENT D1-8000A. A CURRENT COPY
OF DOCUMENT NO. D953W001 AND ANY OTHER FORMS NEEDED SHALL BE PROVIDED UPON
REQUEST SUBMITTED TO BUYER'S REPRESENTATIVE.
G389.001
(737/747/757/767/777)
BOEING DOCUMENT NO. D953W001, OPERATIONS GENERAL REQUIREMENT - SUPPLIER,
INCLUDING ANY REVISIONS THERETO, IS BY THIS REFERENCE INCORPORATED HEREIN.
NOTWITHSTANDING WORDING TO THE CONTRARY THEREIN, ALL COMMUNICATION
RELATIVE TO THE REQUIREMENTS OF THIS DOCUMENT SHALL BE DIRECTED TO BUYER'S
PROCUREMENT REPRESENTATIVE WHOSE NAME APPEARS ON THE FACE OF THIS ORDER.
SELLER'S QUALITY SYSTEM SHALL COMPLY WITH REQUIREMENTS SPECIFIED IN BUYER'S
SUPPLIER REQUIREMENTS DOCUMENT AS SPECIFIED IN STANDARD NOTE I871 (SET FORTH
ELSEWHERE IN THIS ORDER) IN LIEU OF BOEING DOCUMENT D1-8000A. A CURRENT COPY
OF DOCUMENT NO. D953W001 AND ANY OTHER FORMS NEEDED SHALL BE PROVIDED UPON
REQUEST SUBMITTED TO BUYER'S REPRESENTATIVE.
G389.002
CLAUSE G389: (737/747/757/767/777)
BOEING DOCUMENT NO. D953W001, GENERAL OPERATING REQUIREMENTS DOCUMENT
FOR SUPPLIER, INCLUDING ANY REVISIONS THERETO, IS BY THIS REFERENCE
INCORPORATED HEREIN. NOTWITHSTANDING WORDING TO THE CONTRARY THEREIN, ALL
COMMUNICATION RELATIVE TO THE REQUIREMENTS OF THIS DOCUMENT SHALL BE
DIRECTED TO BUYER'S PROCUREMENT REPRESENTATIVE WHOSE NAME APPEARS ON THE
FACE OF THIS ORDER SELLER'S QUALITY SYSTEM SHALL COMPLY WITH REQUIREMENTS
SPECIFIED IN BUYER'S SUPPLIER REQUIREMENTS DOCUMENT AS SPECIFIED IN STANDARD
NOTE I871 (SET FORTH ELSEWHERE IN THIS ORDER) IN LIEU OF BOEING DOCUMENT D18000A.
A CURRENT COPY OF DOCUMENT NO. D953W001 AND ANY OTHER FORMS NEEDED SHALL
BE PROVIDED UPON REQUEST SUBMITTED TO BUYER'S REPRESENTATIVE.
G390.000
SELLER SHALL SUBMIT FOR APPROVAL BY BUYER TOOL DESIGNS FOR THE FOLLOWING
CATEGORIES OF MACHINED PARTS: A. DESIGNATED MACHINED PARTS (UPON REQUEST
ONLY); B. REPLACEABLE MACHINED PARTS; AND C. INTERCHANGEABLE MACHINED PARTS.
Page 64 of 237
MODIFICATION OF TOOL DESIGNS AS DIRECTED BY BUYER FOR INITIAL SUBMITTAL SHALL
BE MADE BY SELLER AT NO COST TO BUYER. CHANGES TO THE APPROVED TOOL DESIGN
SHALL BE SUBMITTED TO BUYER FOR APPROVAL PRIOR TO INCORPORATION INTO THE
DESIGN OF TOOL. SELLER SHALL SUPPLY BUYER WITH A REPRODUCIBLE COPY OF THE
TOOL DESIGN FOR REPLACEABLE AND INTERCHANGEABLE MACHINED PARTS, AND
REPRODUCIBLE COPIES OF ANY SUBSEQUENT TOOL DESIGN CHANGES. THIS IS ONLY
APPLICABLE TO DESIGNATED PARTS UPON REQUEST BY BUYER.
G391.000
SELLER HEREBY CERTIFIES THAT ALL ITEMS FURNISHED UNDER THIS ORDER CONFORM TO
AND COMPLY WITH THE PROVISIONS OF THE OCCUPATIONAL SAFETY AND HEALTH ACT OF
1970, P.L. 91-596, AS AMENDED, AND THE STANDARDS AND REGULATIONS ISSUED
THEREUNDER.
G392.000
SUPPLIER INFORMATION REQUEST (SIR), FORM 1-53107, IS USED TO PROVIDE INFORMATION
IN RESPONSE TO CERTAIN INQUIRIES SUBMITTED BY SUPPLIERS. SUPPLIERS MUST USE
THE SIR FORM TO REQUEST:
1.
DRAWING AND/OR SPECIFICATION CHANGES, CLARIFICATION/INTERPRETATION OF
DRAWING, SPECIFICATION, OR STANDARDS REQUIREMENTS.
2.
CHANGES AND/OR CLARIFICATION/INTERPRETATION OF PLANNING CONFIGURATION
REQUIREMENTS, MANUFACTURING PROCESS CONCERNS, AND TOOLING ISSUES OR
REQUESTS FOR TOOLS.
3.
COPIES OF DRAWINGS, SPECIFICATIONS, STANDARDS, MYLARS (PHOTO CONTROL
MASTERS), OR ELECTRONIC DATASETS.
4.
CLARIFICATION OF PURCHASE ORDER TERMS AND CONDITIONS AND OTHER
BUSINESS RELATED ISSUES.
5.
SUBMIT ACCEPTANCE SAMPLING PLANS, MANUFACTURING PLANS, ADVANCE
QUALITY PRACTICE PLANS, QUALIFICATION PLANS, ETC., FOR APPROVAL.
THE SIR MUST NOT BE USED TO REQUEST:
1.
BUYER'S ENGINEERING LIAISON AND/OR MANUFACTURING ENGINEERING
DISPOSITION OF NONCONFORMING MATERIAL. PROCESS NONCONFORMANCE
REPORTS IN ACCORDANCE WITH SQR-003.
2.
AUTHORIZATION TO DEVIATE FROM EXISTING PURCHASE ORDER REQUIREMENTS,
EXCEPT AS SPECIFIED ABOVE.
CONTACT YOUR BUYER OR OFFSITE SUPPLIER REPRESENTATIVE FOR COPIES OF THE SIR
FORM.
G392.001
SUPPLIER INFORMATION REQUEST (SIR), FORM P0-F030, AND SIR CONTINUATION, FORM POF030A, ARE USED TO PROVIDE INFORMATION IN RESPONSE TO CERTAIN INQUIRIES
SUBMITTED BY SUPPLIERS. SUPPLIERS MUST USE THE SIR FORM TO REQUEST:
1.
DRAWING AND/OR SPECIFICATION CHANGES, CLARIFICATION/INTERPRETATION OF
DRAWING, SPECIFICATION, OR STANDARDS REQUIREMENTS.
2
CHANGES AND/OR CLARIFICATION/INTERPRETATION OF PLANNING CONFIGURATION
REQUIREMENTS, MANUFACTURING PROCESS CONCERNS.
3.
COORDINATION OF TOOLING ISSUES AND DISPOSITION OF TECHNICAL ISSUES
RELATED TO TOOLING
4.
COPIES OF DRAWINGS, SPECIFICATIONS, STANDARDS, MYLARS (PHOTO CONTROL
MASTERS), OR ELECTRONIC DATASETS.
5.
CLARIFICATION OF PURCHASE ORDER TERMS AND CONDITIONS AND OTHER
BUSINESS RELATED ISSUES.
6.
SUBMIT ACCEPTANCE SAMPLING PLANS, MANUFACTURING PLANS, ADVANCE
QUALITY PRACTICE PLANS, QUALIFICATION PLANS, ETC., FOR APPROVAL.
THE SIR MUST NOT BE USED TO REQUEST:
Page 65 of 237
1.
BUYER'S ENGINEERING LIAISON AND/OR MANUFACTURING ENGINEERING
DISPOSITION OF NONCONFORMING MATERIAL. PROCESS NONCONFORMANCE
REPORTS IN ACCORDANCE WITH SQR-003.
2.
AUTHORIZATION TO DEVIATE FROM EXISTING PURCHASE ORDER REQUIREMENTS,
EXCEPT AS SPECIFIED ABOVE.
SELLER MAY OBTAIN COPIES OF THE SIR AND SIR CONTINUATION FORMS BY GOING TO THE
VOUGHT SUPPLIER HOME PAGE AT HTTP://VOUGHTAIRCRAFT.COM/SUPPLIERS/. FROM THE
MENU ON THE LEFT SIDE OF THE HOME PAGE SCREEN, PLACE YOUR CURSOR ON “FORMS”
AND THEN CLICK ON “QUALITY FORMS.” IF YOU ARE UNABLE TO OBTAIN THE FORM FROM
THE WEB SITE, CONTACT YOUR BUYER OR OFFSITE SUPPLIER REPRESENTATIVE FOR
ASSISTANCE.
G392.002
SUPPLIERS SHALL ACCESS THE SUPPLIER INFORMATION REQUEST (SIR) PROCESS ON
THE VOUGHT SUPPLIER PORTAL TO REQUEST INFORMATION OR DISPOSITION REGARDING
TECHNICAL ISSUES AND REQUESTS FOR APPROVAL. THE SIR PROCESS CAN BE
ACCESSED BY LOGGING ONTO THE VOUGHT SUPPLIER PORTAL AND SELECTING
“SUPPLIER INFORMATION REQUEST” FROM THE PORTAL MENU. DETAILED INSTRUCTIONS
ARE AVAILABLE FOR COMPLETING A SIR BY SELECTING “HELP AND INSTRUCTIONS” AND
THEN “CREATING A SIR”. SUPPLIERS MUST USE THE PORTAL SIR FORM TO REQUEST:
1.
DRAWING AND/OR SPECIFICATION CHANGES,
CLARIFICATION/INTERPRETATION OF DRAWING, SPECIFICATION, OR
STANDARDS REQUIREMENTS.
2.
CHANGES AND/OR CLARIFICATION/INTERPRETATION OF PLANNING
CONFIGURATION REQUIREMENTS, MANUFACTURING PROCESS CONCERNS.
3.
COORDINATION OF TOOLING ISSUES AND DISPOSITION OF TECHNICAL ISSUES
RELATED TO TOOLING
4.
CLARIFICATION OF PURCHASE ORDER TERMS AND CONDITIONS AND OTHER
BUSINESS RELATED ISSUES.
5.
SUMBIT ACCEPTANCE SAMPLING PLANS, MANUFACTURING PLANS, ADVANCE
QUALITY PRACTICE PLANS, QUALIFICATION PLANS, ETC., FOR APPROVAL.
THE SIR MUST NOT BE USED TO REQUEST:
1.
BUYER’S ENGINEERING LIAISON AND/OR MANUFACTURING ENGINEERING
DISPOSITION OF NONCONFORMING MATERIAL. PROCESS NONCONFORMANCE
REPORTS IN ACCORDANCE WITH SQR-003.
2.
AUTHORIZATION TO DEVIATE FROM EXISTING PURCHASE ORDER
REQUIREMENTS, EXCEPT AS SPECIFIED ABOVE.
IF YOU NEED ACCESS TO VOUGHT’S SUPPLIER PORTAL, CONTACT THE PORTAL
ADMINISTRATOR AT (972) 946-3181
G392.003
SUPPLIERS SHALL ACCESS THE SUPPLIER INFORMATION REQUEST (SIR) PROCESS ON
THE BUYER’S SUPPLIER PORTAL TO REQUEST INFORMATION OR DISPOSITION REGARDING
TECHNICAL ISSUES AND REQUESTS FOR APPROVAL. THE SIR PROCESS CAN BE
ACCESSED BY LOGGING ONTO THE BUYER’S SUPPLIER PORTAL AND SELECTING
“SUPPLIER INFORMATION REQUEST” FROM THE PORTAL MENU. DETAILED INSTRUCTIONS
ARE AVAILABLE FOR COMPLETING A SIR BY SELECTING “HELP AND INSTRUCTIONS” AND
THEN “CREATING A SIR”. SUPPLIERS MUST USE THE PORTAL SIR FORM TO REQUEST:
1.
DRAWING AND/OR SPECIFICATION CHANGES,
CLARIFICATION/INTERPRETATION OF DRAWING, SPECIFICATION, OR
STANDARDS REQUIREMENTS.
2.
CHANGES AND/OR CLARIFICATION/INTERPRETATION OF PLANNING
CONFIGURATION REQUIREMENTS, MANUFACTURING PROCESS CONCERNS.
3.
COORDINATION OF TOOLING ISSUES AND DISPOSITION OF TECHNICAL ISSUES
RELATED TO TOOLING
Page 66 of 237
4.
CLARIFICATION OF PURCHASE ORDER TERMS AND CONDITIONS AND OTHER
BUSINESS RELATED ISSUES.
5.
SUMBIT ACCEPTANCE SAMPLING PLANS, MANUFACTURING PLANS, ADVANCE
QUALITY PRACTICE PLANS, QUALIFICATION PLANS, ETC., FOR APPROVAL.
THE SIR MUST NOT BE USED TO REQUEST:
1.
BUYER’S ENGINEERING LIAISON AND/OR MANUFACTURING ENGINEERING
DISPOSITION OF NONCONFORMING MATERIAL. PROCESS NONCONFORMANCE
REPORTS IN ACCORDANCE WITH SQR-003.
2.
AUTHORIZATION TO DEVIATE FROM EXISTING PURCHASE ORDER
REQUIREMENTS, EXCEPT AS SPECIFIED ABOVE.
IF YOU NEED ACCESS TO BUYER’S SUPPLIER PORTAL, CONTACT THE PORTAL
ADMINISTRATOR AT (972) 946-3181
G392
(11-8-11)
Clause G392: Seller shall access the supplier information request (SIR) process on the Buyer’s
supplier portal to request information or disposition regarding technical issues and requests for
approval. The SIR process can be accessed by logging onto the Buyer’s supplier portal and selecting
“supplier information request” from the portal menu. Detailed instructions are available for completing
a SIR by selecting “help and instructions” and then “creating a SIR”. Suppliers must use the portal SIR
form to request:
1.
Drawing and/or specification changes, clarification/interpretation of drawing, specification, or
standards requirements.
2.
Changes and/or clarification/interpretation of planning configuration requirements,
manufacturing process concerns.
3.
Coordination of tooling issues and disposition of technical issues related to tooling
4.
Clarification of order terms and conditions and other business related issues.
5.
Submit acceptance sampling plans, manufacturing plans, advance quality practice plans,
qualification plans, etc., for approval.
The SIR must not be used to request:
1.
Buyer’s engineering liaison and/or manufacturing engineering disposition of nonconforming
material. Process nonconformance reports in accordance with SQR-003.
2.
Authorization to deviate from existing order requirements, except as specified above.
If you need access to Buyer’s supplier portal, contact the portal administrator at (972) 946-3181
G393.000
LABOR RATES, INCLUDING ELEMENTS OF SUCH RATES, ARE SUBJECT TO DOWNWARD
ADJUSTMENT ONLY BY BUYER, BASED ON NORTHROP GRUMMAN AUDITOR'S FINDINGS.
G393.001
LABOR RATES, INCLUDING ELEMENTS OF SUCH RATES, ARE SUBJECT TO DOWNWARD
ADJUSTMENT ONLY BY BUYER, BASED ON BUYER AUDITOR'S FINDINGS.
G394.000
THIS IS A REQUIREMENTS TYPE AGREEMENT BETWEEN BUYER AND SELLER FOR AN
ORDERING PERIOD FROM 6/1/98 THROUGH 12/31/99. EXCEPT AS THIS PURCHASE ORDER
MAY OTHERWISE PROVIDE, BUYER SHALL ORDER FROM SELLER ALL OF BUYER'S
REQUIREMENTS FOR THE GOODS OR SERVICES SPECIFIED ON THE FACE HEREOF DURING
THE ORDERING PERIOD; PROVIDED:
G395.000
(1)
SELLER REMAINS IN FULL COMPLIANCE WITH THE TERMS AND CONDITIONS OF THIS
AGREEMENT; AND
(2)
BUYER REASONABLY DETERMINES THAT SELLER CAN SUPPORT BUYER'S
REQUIREMENTS FOR PRODUCTS IN THE AMOUNTS AND WITHIN THE DELIVERY
SCHEDULES BUYER REQUIRES.
THIS IS A REQUIREMENTS TYPE AGREEMENT BETWEEN BUYER AND SELLER FOR AN
ORDERING PERIOD FROM 9/1/98 THROUGH 12/31/2000; HOWEVER, THE ORDERING PERIOD
Page 67 of 237
MAY BE EXTENDED IF BUYER ELECTS TO EXERCISE THE OPTION INCLUDED HEREIN IN
WHICH CASE THE ORDERING PERIOD WILL CONTINUE THROUGH 12/31/2002. EXCEPT AS
THIS PURCHASE ORDER MAY OTHERWISE PROVIDE, BUYER SHALL ORDER FROM SELLER
ALL OF BUYER'S REQUIREMENTS FOR THE GOODS OR SERVICES SPECIFIED ON THE FACE
HEREOF DURING THE ORDERING PERIOD; PROVIDED:
(1)
SELLER REMAINS IN FULL COMPLIANCE WITH THE TERMS AND CONDITIONS OF THIS
AGREEMENT; AND
(2)
BUYER REASONABLY DETERMINES THAT SELLER CAN SUPPORT BUYER'S
REQUIREMENTS FOR PRODUCTS IN THE AMOUNTS AND WITHIN THE DELIVERY
SCHEDULES BUYER REQUIRES.
G396.000
QUANTITIES. THIS IS AN INDEFINITE-QUANTITY TYPE CONTRACTUAL AGREEMENT FOR THE
ITEMS AND AT THE PRICES LISTED HEREIN, EXCEPT TO THE EXTENT MODIFIED PURSUANT
TO OTHER PROVISIONS, IF ANY, OF THIS AGREEMENT. BUYER'S CURRENT, BEST ESTIMATE
OF PROJECTED MONTHLY PRODUCTION BUILD RATE(S) AND MINIMAL SPARES ACTIVITY AND
QUANTITIES (AND, IF THIS IS A LIFE OF PROGRAM ["LOP"] OR LIFE OF CONTRACT ["LOC"]
AGREEMENT, THE LOP OR LOC TOTAL PROJECTED PROGRAM OR CONTRACT AIRCRAFT
QUANTITY) FOR THIS AGREEMENT ARE SET FORTH IN STANDARD NOTE S113.000 HEREOF
AND SELLER UNDERSTANDS THE RATES AND THE QUANTITIES LISTED IN STANDARD NOTE
S113.000 ARE ESTIMATED AND ARE NOT MEANT TO DEFINE ANY COMMITMENT. BUYER
ASSUMES NO RESPONSIBILITY FOR ESTIMATED QUANTITIES OR PRODUCTION RATES, BUT
PROVIDES SUCH INFORMATION ONLY AS A GUIDE TO ASSIST SELLER IN INTERNAL
PLANNING. BUYER RESERVES THE RIGHT TO PROCURE THE PRODUCTS IN LARGER OR
SMALLER QUANTITIES UNDER THE SAME TERMS AND CONDITIONS AND AT THE SAME
PRICES INCLUDED HEREIN. ACTUAL QUANTITIES ORDERED SHALL NOT BE VALID
JUSTIFICATION FOR PRICE INCREASES.
G396
Clause G396: This is an indefinite-quantity type contractual agreement for the items and at the prices
listed herein, except to the extent modified pursuant to other provisions, if any, of this agreement.
Buyer's current, best estimate of projected monthly production build rate(s) and minimal spares
activity and quantities (and, if this is a life of program ["LOP"] or life of contract ["LOC"] agreement, the
LOP or LOC total projected program or contract aircraft quantity) for this agreement are set forth in
Clause S113 hereof and Seller understands the rates and the quantities listed in Clause S113 are
estimated and are not meant to define any commitment. Buyer assumes no responsibility for
estimated quantities or production rates, but provides such information only as a guide to assist Seller
in internal planning. Buyer reserves the right to procure the products in larger or smaller quantities
under the same terms and conditions and at the same prices included herein. Actual quantities
ordered shall not be valid justification for price increases.
(11-8-11)
G402.000
THIS IS A SUBSIDIARY PURCHASE ORDER (SPO). THIS SPO INCORPORATES, BY THIS
REFERENCE, MASTER PURCHASE ORDER NUMBER ________ IN ITS ENTIRETY AS IF SET
FORTH IN FULL HEREIN. ALL TERMS AND CONDITIONS OF SAID MPO ARE APPLICABLE
HEREIN UNLESS SPECIFICALLY CHANGED BELOW.
G408.000
CLAUSE G408: THE PRODUCTS ON THIS ORDER MAY CONTAIN MATERIALS SUBJECT TO
THE BERRY AMENDMENT. SELLER MUST ENSURE COMPLIANCE WITH THE BERRY
AMENDMENT PURSUANT TO DFARS 252.225-7014 & ALT. I, ENTITLED "PREFERENCE FOR
DOMESTIC SPECIALTY METALS." SELLER MUST NOTIFY ALL SUBCONTRACTORS AT ALL
LEVELS TO COMPLY WITH THE PROVISIONS OF THIS CLAUSE THROUGH INCLUSION OF
DFARS 252.225-7014 & ALT. I IN SELLER'S SUBCONTRACTS AND PURCHASE ORDERS.
SELLER FURTHER AGREES THAT IT SHALL INDEMNIFY AND HOLD HARMLESS BUYER FROM
AND AGAINST ANY LOSS, COST, DAMAGES, OR PENALTIES INCURRED BY BUYER UNDER
BUYER'S CONTRACT WITH ITS CUSTOMERS AS A RESULT OF OR IN CONNECTION WITH
SELLER'S OR SELLER'S SUBCONTRACTORS' VIOLATION OF THE BERRY AMENDMENT.
G408.001
THE PRODUCTS ON THIS ORDER MAY CONTAIN MATERIALS SUBJECT TO DFARS CLAUSE
252.225-7009, "RESTRICTION ON ACQUISITION OF CERTAIN ARTICLES CONTAINING
SPECIALTY METALS". SELLER MUST ENSURE COMPLIANCE WITH DFARS CLAUSE 252.2257009 AND NOTIFY ALL SUBCONTRACTORS AT ALL LEVELS TO COMPLY WITH THE
PROVISIONS OF SUCH CLAUSE BY INCLUDING IT IN SELLER'S SUBCONTRACTS AND
Page 68 of 237
PURCHASE ORDERS. SELLER FURTHER AGREES THAT IT SHALL INDEMNIFY AND HOLD
HARMLESS BUYER FROM AND AGAINST ANY LOSS, COST, DAMAGES, OR PENALTIES
INCURRED BY BUYER UNDER BUYER'S CONTRACT WITH ITS CUSTOMERS AS A RESULT OF
OR IN CONNECTION WITH SELLER'S OR SELLER'S SUBCONTRACTORS' VIOLATION OF
DFARS CLAUSE 252.225-7009.
G415.000
FOR RESALE OR TAX EXEMPT USE. DO NOT BILL STATE AND LOCAL SALES OR USE TAX
FOR DELIVERY OR PERFORMANCE IN ONE OF THE CURRENT STATES IDENTIFIED BELOW
WHERE BUYER MAINTAINS A CURRENT REGISTRATION NUMBER. IF A CURRENT RESALE
OR EXEMPTION CERTIFICATE IS NEEDED, SEND REQUEST TO BUYER’S PROCUREMENT
REPRESENTATIVE.
CALIFORNIA
SY AB 98-039202
NEW YORK
95-1055798
FLORIDA
80-040067866-3 NORTH DAKOTA 62996-00
GEORGIA
076-79-10197-7 TEXAS 1-95-1055798-6
ILLINOIS
0285-1962
VIRGINIA
0012346875
LOUISIANA
9568528001
WASHINGTON
600173330
MARYLAND
03485365
G416.000
THIS CONTRACT DOES NOT CONTEMPLATE ANY TRANSPORTATION OFFSITE OR OUTSIDE
THE BOUNDARIES OF THE PLANT. THEREFORE, COMPLETION OF MANIFESTS AND
SHIPPING DOCUMENTS IS NOT REQUIRED. SELLER SHALL NOT TRANSPORT WASTE
MATERIAL OUTSIDE THE BOUNDARIES OF THE PLANT UNLESS BUYER (1) HAS DIRECTED
SELLER TO DO SO IN WRITING AND (2) BUYER HAS TENDERED TO CONTRACTOR A
COMPLETED AND SIGNED MANIFEST FOR SUCH WASTE MATERIAL.
G416
Clause G416: This contract does not contemplate any transportation offsite or outside the boundaries
of the plant. Therefore, completion of manifests and shipping documents is not required. Seller shall
not transport waste material outside the boundaries of the plant unless Buyer (1) has directed Seller
to do so in writing and (2) Buyer has tendered to Seller a completed and signed manifest for such
waste material.
(11-8-11)
G417.000
RELIANCE, NOTWITHSTANDING ANY FIRST ARTICLE APPROVALS, DESIGN APPROVALS,
DRAWING APPROVALS OR SIMILAR ACTIONS BY BUYER, IF THE SERVICES OR PRODUCTS
ORDERED ARE TO BE FURNISHED OR PERFORMED IN ACCORDANCE WITH A
SPECIFICATION CONTAINING PERFORMANCE OR DESIGN REQUIREMENTS OR INDICATING
ANY PARTICULAR PURPOSE OR PURPOSES FOR WHICH THE PRODUCTS OR SERVICES
ARE REQUIRED, SELLER REPRESENTS AND WARRANTS THAT SELLER IS RECOGNIZED AS
AN EXPERT IN THE FIELD OR FIELDS OF TECHNOLOGY INVOLVED AND SELLER AGREES
THAT BUYER IS RELYING ON SUCH REPRESENTATION AND WARRANTY BY SELLER AND ON
SELLER’S EXPERTISE, SKILL AND JUDGMENT TO MEET SUCH PERFORMANCE OR DESIGN
REQUIREMENTS AND TO SELECT AND FURNISH PRODUCTS OR SERVICES THAT ARE FIT
FOR SUCH PARTICULAR PURPOSE OR PURPOSES, WHETHER EXPRESSED OR
REASONABLY IMPLIED.
G420.000
THIS PRICING AGREEMENT (AGREEMENT) IS ISSUED TO DOCUMENT PRICING AND TERMS
AND CONDITIONS APPLICABLE TO THE LONG TERM AGREEMENT BETWEEN BUYER AND
SELLER. DO NOT SHIP OR INVOICE AGAINST THIS DOCUMENT. AUTHORIZATION TO MAKE
PURCHASE ORDER (“PO” OR “ORDER”) DELIVERIES WILL BE PROVIDED BY SEPARATE
ORDERS USING BUYER’S STANDARD PO FORM, AS NEEDED, WHICH SHALL REFERENCE
THIS AGREEMENT. THE TERMS AND CONDITIONS OF ORDERS ISSUED PURSUANT TO THIS
AGREEMENT SHALL BE BINDING, EXCEPT AS THEY MAY CONFLICT WITH PROVISIONS OF
THIS AGREEMENT, IN WHICH EVENT THE TERMS AND CONDITIONS OF THIS AGREEMENT
SHALL PREVAIL UNLESS OTHERWISE SPECIFICALLY NOTED ON THE ORDER.
SELLER AGREES TO SELL TO BUYER THE PRODUCTS AT THE PRICES IDENTIFIED BELOW.
SELLER AGREES THE PRICES LISTED HEREIN SHALL REMAIN FIRM FOR DELIVERIES FROM
THE DATE OF THIS AGREEMENT THROUGH _____(BUYER FREE TYPE)____. THE ESTIMATED
TOTAL VALUE OF THIS AGREEMENT IS $ ____(BUYER FREE TYPE)____. THE VALUE IS
Page 69 of 237
BASED UPON BUYER’S ESTIMATE AS TO THE AMOUNT OF EACH PRODUCT BUYER WILL
REQUIRE FROM SELLER. IN NO EVENT, HOWEVER, SHALL BUYER BE OBLIGATED TO
PURCHASE ANY SPECIFIC QUANTITY OF ANY PRODUCT FROM SELLER UNTIL SUCH TIME
AS AN ORDER IS ISSUED TO SELLER.
BUYER WILL ALLOW SELLER THE LEAD TIMES (“LT”) SPECIFIED IN THE COLUMNS LABELED
LT1 BELOW FOR DELIVERY OF THE FIRST ARTICLE AFTER RECEIPT OF ORDER AND/OR
MATERIAL (“ARO/ARM”) AND LT2 BELOW FOR SUBSEQUENT DELIVERIES ARO/ARM. IF ANY
ORDER ISSUED PURSUANT TO THIS AGREEMENT CALLS FOR DELIVERIES BEYOND THE
LAST DAY OF THIS AGREEMENT AS STATED ABOVE, THE PROVISIONS OF THIS
AGREEMENT SHALL REMAIN VALID AND FULLY APPLICABLE TO SUCH ORDER UNTIL FINAL
DELIVERY THEREUNDER; HOWEVER, DELIVERIES BEYOND THE DATE MUST BE
SCHEDULED WITHIN 90 DAYS OF THE LAST DAY OF THIS AGREEMENT.
NOTICES OR COMMUNICATIONS GIVEN OR REQUIRED UNDER THIS AGREEMENT AND
ORDERS WILL BE IN WRITING AND RECEIVED AT THE FOLLOWING ADDRESS:
BUYER TO ATTN:
NORTHROP GRUMMAN CORPORATION, ISA SECTOR
PO BOX 655907
DALLAS, TX 75265-5907
SELLER TO ATTN:
_____________________
_____________________
_____________________
_____________________
_____________________
IN LISTING BELOW, THE “U/M” MEANS UNIT OF MEASURE; “UP” MEANS UNIT PRICE; “LT1”
MEANS THE LEAD TIME, IN WEEKS, BUYER WILL ALLOW AFTER RECEIPT OF ORDER
AND/OR MATERIAL (“ARO/ARM”) FOR DELIVERY OF THE FIRST ARTICLE; “LT2” MEANS THE
LEAD TIME. IN WEEKS, BUYER WILL ALLOW FOR SUBSEQUENT DELIVERIES; AND “N/RP”
MEANS NONRECURRING PRICE.
(BUYER MUST FREE TYPE THE NECESSARY DATA)
G420.007
PART NUMBERS
U/M
UP
______________
_____
___
______________
_____
______________
LT1
LT2
N/RP
___
___
_____
___
___
___
_____
_____
___
___
___
_____
______________
_____
___
___
___
_____
______________
_____
___
___
___
_____
______________
_____
___
___
___
_____
______________
_____
___
___
___
_____
THIS LONG TERM AGREEMENT/PRICING AGREEMENT (“AGREEMENT”) IS ISSUED TO
DOCUMENT PRICING AND TERMS AND CONDITIONS APPLICABLE TO THE LONG TERM
AGREEMENT BETWEEN BUYER AND SELLER. DO NOT SHIP OR INVOICE AGAINST THIS
DOCUMENT. AUTHORIZATION TO MAKE PURCHASE ORDER (“PO" OR "ORDER") DELIVERIES
WILL BE PROVIDED BY SEPARATE ORDERS USING BUYER’S STANDARD PO FORM, AS
NEEDED, WHICH SHALL REFERENCE THIS AGREEMENT. THE TERMS AND CONDITIONS OF
ORDERS ISSUED PURSUANT TO THIS AGREEMENT SHALL BE BINDING, EXCEPT AS THEY
MAY CONFLICT WITH PROVISIONS OF THIS AGREEMENT, IN WHICH EVENT THE TERMS AND
CONDITIONS OF THIS AGREEMENT SHALL PREVAIL UNLESS OTHERWISE SPECIFICALLY
Page 70 of 237
NOTED ON THE ORDER.
IN CONSIDERATION OF THE MUTUAL COVENANTS SET FORTH HEREIN, BUYER AND SELLER
AGREE AS FOLLOWS: SELLER AGREES TO SELL TO BUYER THE PRODUCTS AT THE
PRICES IDENTIFIED BELOW. SELLER AGREES THE PRICES LISTED HEREIN SHALL REMAIN
FIRM FOR DELIVERIES FROM THE DATE OF THIS AGREEMENT THROUGH ________. THE
ESTIMATED TOTAL VALUE OF THIS AGREEMENT IS $__________. THE VALUE IS BASED
UPON BUYER’S ESTIMATE AS TO THE AMOUNT OF EACH PRODUCT BUYER WILL REQUIRE
FROM SELLER: IN NO EVENT, HOWEVER, SHALL BUYER BE OBLIGATED TO PURCHASE ANY
SPECIFIC QUANTITY OF ANY PRODUCT FROM SELLER UNTIL SUCH TIME AS AN ORDER IS
ISSUED TO SELLER. BUYER’S PURCHASES HEREUNDER SHALL NOT BE LESS THAN THE
TOTAL SUM OF DURING THE TERM OF THIS AGREEMENT.
BUYER WILL ALLOW SELLER THE LEAD TIMES ("LT") SPECIFIED IN THE COLUMNS LABELED
LT1 BELOW FOR DELIVERY OF THE FIRST ARTICLE AFTER RECEIPT OF ORDER AND/OR
MATERIAL (“ARO/ARM") AND LT2 BELOW FOR SUBSEQUENT DELIVERIES ARO/ARM. IF ANY
ORDER ISSUED PURSUANT TO THIS AGREEMENT CALLS FOR DELIVERIES BEYOND THE
LAST DAY OF THIS AGREEMENT AS STATED ABOVE, THE PROVISIONS OF THIS
AGREEMENT SHALL REMAIN VALID AND FULLY APPLICABLE TO SUCH ORDER UNTIL FINAL
DELIVERY THEREUNDER; HOWEVER DELIVERIES BEYOND THE DATE MUST BE SCHEDULED
WITHIN 90 DAYS OF THE LAST DAY OF THIS AGREEMENT.
NOTICES OR COMMUNICATIONS GIVEN OR REQUIRED UNDER THIS AGREEMENT AND
ORDERS WILL BE IN WRITING AND RECEIVED AT THE FOLLOWING ADDRESSES:
BUYER AT THE ADDRESS ABOVE, ATTN: ________
SELLER AT THE ADDRESS ABOVE, ATTN: ________
IN THE LISTING BELOW, “U/M” MEANS UNIT OF MEASURE; “UP” MEANS UNIT PRICE; “LT1”
MEANS THE LEAD TIME, IN WEEKS, BUYER WILL ALLOW AFTER RECEIPT OF ORDER
AND/OR MATERIAL (“ARO/ARM”) FOR DELIVERY OF THE FIRST ARTICLE; “LT2” MEANS THE
LEAD TIME, IN WEEKS, BUYER WILL ALLOW FOR SUBSEQUENT DELIVERIES; AND “N/RP”
MEANS NONRECURRING PRICE.
G420.008
THIS LONG TERM AGREEMENT/PRICING AGREEMENT (“AGREEMENT”) IS ISSUED TO
DOCUMENT PRICING AND TERMS AND CONDITIONS APPLICABLE TO THE LONG TERM
AGREEMENT BETWEEN BUYER AND SELLER. DO NOT SHIP OR INVOICE AGAINST THIS
DOCUMENT. AUTHORIZATION TO MAKE PURCHASE ORDER (“PO" OR "ORDER") DELIVERIES
WILL BE PROVIDED BY SEPARATE ORDERS USING BUYER’S STANDARD PO FORM, AS
NEEDED, WHICH SHALL REFERENCE THIS AGREEMENT. THE TERMS AND CONDITIONS OF
ORDERS ISSUED PURSUANT TO THIS AGREEMENT SHALL BE BINDING, EXCEPT AS THEY
MAY CONFLICT WITH PROVISIONS OF THIS AGREEMENT, IN WHICH EVENT THE TERMS AND
CONDITIONS OF THIS AGREEMENT SHALL PREVAIL UNLESS OTHERWISE SPECIFICALLY
NOTED ON THE ORDER.
IN CONSIDERATION OF THE MUTUAL COVENANTS SET FORTH HEREIN, BUYER AND SELLER
AGREE AS FOLLOWS: SELLER AGREES TO SELL TO BUYER THE PRODUCTS AT THE
PRICES IDENTIFIED BELOW. SELLER AGREES THE PRICES LISTED HEREIN SHALL REMAIN
FIRM FOR DELIVERIES FROM THE DATE OF THIS AGREEMENT THROUGH ________. THE
ESTIMATED TOTAL VALUE OF THIS AGREEMENT IS $__________. THE VALUE IS BASED
UPON BUYER’S ESTIMATE AS TO THE AMOUNT OF EACH PRODUCT BUYER WILL REQUIRE
FROM SELLER: IN NO EVENT, HOWEVER, SHALL BUYER BE OBLIGATED TO PURCHASE ANY
SPECIFIC QUANTITY OF ANY PRODUCT FROM SELLER UNTIL SUCH TIME AS AN ORDER IS
ISSUED TO SELLER. BUYER’S PURCHASES HEREUNDER SHALL NOT BE LESS THAN THE
TOTAL SUM OF $__________ DURING THE TERM OF THIS AGREEMENT.
BUYER WILL ALLOW SELLER THE LEAD TIMES ("LT") SPECIFIED IN THE COLUMNS LABELED
LT1 BELOW FOR DELIVERY OF THE FIRST ARTICLE AFTER RECEIPT OF ORDER AND/OR
MATERIAL (“ARO/ARM") AND LT2 BELOW FOR SUBSEQUENT DELIVERIES ARO/ARM. IF ANY
ORDER ISSUED PURSUANT TO THIS AGREEMENT CALLS FOR DELIVERIES BEYOND THE
LAST DAY OF THIS AGREEMENT AS STATED ABOVE, THE PROVISIONS OF THIS
AGREEMENT SHALL REMAIN VALID AND FULLY APPLICABLE TO SUCH ORDER UNTIL FINAL
DELIVERY THEREUNDER; HOWEVER DELIVERIES BEYOND THE DATE MUST BE SCHEDULED
WITHIN 90 DAYS OF THE LAST DAY OF THIS AGREEMENT.
Page 71 of 237
NOTICES OR COMMUNICATIONS GIVEN OR REQUIRED UNDER THIS AGREEMENT AND
ORDERS WILL BE IN WRITING AND RECEIVED AT THE FOLLOWING ADDRESSES:
BUYER AT THE ADDRESS ABOVE, ATTN: ________
SELLER AT THE ADDRESS ABOVE, ATTN: ________
IN THE LISTING BELOW, “U/M” MEANS UNIT OF MEASURE; “UP” MEANS UNIT PRICE; “LT1”
MEANS THE LEAD TIME, IN WEEKS, BUYER WILL ALLOW AFTER RECEIPT OF ORDER
AND/OR MATERIAL (“ARO/ARM”) FOR DELIVERY OF THE FIRST ARTICLE; “LT2” MEANS THE
LEAD TIME, IN WEEKS, BUYER WILL ALLOW FOR SUBSEQUENT DELIVERIES; AND “N/RP”
MEANS NONRECURRING PRICE.
PART NUMBERS
U/M
UP
LT1
LT2
N/RP
G421.001
THIS ORDER IS SUBJECT TO AND INCORPORATES BY THIS REFERENCE THE COST
MITIGATION PLAN BETWEEN BUYER AND SELLER DATED _____.
G422.000
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, INCLUDING, BUT NOT LIMITED
TO, THE TERMINATION FOR CONVENIENCE AND CHANGES CLAUSES, SELLER AGREES
THAT BUYER SHALL NOT BE LIABLE FOR COSTS INCURRED FOR: (1) PROCUREMENT OF
MATERIALS IN ADVANCE OF STANDARD INDUSTRY LEAD TIMES IN EFFECT AT THE TIME OF
MATERIAL PROCUREMENT; AND (2) PLACING ANY PRODUCT IN PRODUCTION IN ADVANCE
OF SELLER’S STANDARD LEAD TIME FOR THE PRODUCT.
G422.001
CLAUSE G422: NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, INCLUDING,
BUT NOT LIMITED TO, THE TERMINATION FOR CONVENIENCE AND CHANGES CLAUSES,
SELLER AGREES THAT BUYER SHALL NOT BE LIABLE FOR COSTS INCURRED FOR: (1)
PROCUREMENT OF MATERIALS IN ADVANCE OF STANDARD INDUSTRY LEAD TIMES IN
EFFECT AT THE TIME OF MATERIAL PROCUREMENT; AND (2) PLACING ANY PRODUCT IN
PRODUCTION IN ADVANCE OF SELLER’S STANDARD LEAD TIME FOR THE PRODUCT.
G423.000
ALL REFERENCES HEREIN TO NORTHROP GRUMMAN CORPORATION, ITS SECTORS,
DIVISIONS, OR SUBSIDIARIES ARE HEREBY DELETED AND REPLACED WITH VOUGHT
AIRCRAFT INDUSTRIES, INC.
G424.000
NOTWITHSTANDING ANY OTHER PROVISION HEREOF, SELLER AGREES TO PERMIT BUYER
TO REOPEN PRICE NEGOTIATIONS FOR PRODUCTS AND/OR SERVICES ORDERED
HEREUNDER AS SET FORTH HEREIN. IF BUYER ENTERS INTO FUTURE CONTRACTS WITH
SELLER, INCLUDING CONTRACTS BETWEEN THE PARTIES’ RESPECTIVE DIVISIONS,
SECTORS, SUBSIDIARIES, OR OTHER OPERATING UNITS, FOR THE PURCHASE OF NEW OR
ADDITIONAL PRODUCTS AND/OR PERFORMANCE OF NEW OR ADDITIONAL SERVICES
(HEREAFTER “NEW BUSINESS”) THE PARTIES HEREBY AGREE THAT THE NEW BUSINESS
WILL BE CONSIDERED A GROWTH IN SELLER'S BUSINESS BASE WHICH SELLER AGREES
WILL REDUCE SELLER'S OVERALL OPERATING COSTS. THEREFORE, IN CONSIDERATION
OF THE BENEFIT TO SELLER OF REDUCED COSTS, SELLER AGREES TO NEGOTIATE IN
GOOD FAITH WITH BUYER AN EQUITABLE DOWNWARD ADJUSTMENT IN PRODUCT AND/OR
SERVICE PRICES. ANY SUCH DOWNWARD PRICE ADJUSTMENT WILL APPLY TO 1)
PRODUCTS AND/OR SERVICES SCHEDULED FOR SHIPMENT AND/OR PERFORMANCE
UNDER EXISTING ORDERS (PLACED PURSUANT TO THIS AGREEMENT) ON, AND AFTER,
THE EFFECTIVE DATE (HEREAFTER “ADJUSTMENT DATE”) OF THE CONTRACT PROVIDING
FOR THE NEW BUSINESS AND 2) ANY NEW OR ADDITIONAL PRODUCTS AND/OR SERVICES
ORDERED PURSUANT TO THIS AGREEMENT.
UNLESS OTHERWISE AGREED TO BY SELLER, PRODUCT AND/OR SERVICE PRICES WILL
NOT BE RETROACTIVELY ADJUSTED FOR PRODUCTS SHIPPED AND/OR SERVICES
PERFORMED PRIOR TO THE ADJUSTMENT DATE (PROVIDED SUCH PRODUCTS ARE NOT
SHIPPED IN ADVANCE OF SCHEDULE, EXCEPT WHEN AUTHORIZED BY BUYER IN WRITING).
NOTHING IN THIS CLAUSE SHALL EVER BE CONSTRUED TO PLACE BUYER UNDER
OBLIGATION TO PURCHASE ANY PRODUCTS AND/OR SERVICES FROM SELLER.
ADDITIONALLY, AWARD OF ORDERS FOR ANY NEW OR ADDITIONAL PRODUCTS AND/OR
SERVICES WILL BE MADE IN ACCORDANCE WITH BUYER’S POLICIES AND PROCEDURES
Page 72 of 237
PERTAINING TO COMPETITION.
G424
(11-8-11)
Clause G424: Notwithstanding any other provision hereof, Seller agrees to permit Buyer to reopen
price negotiations for products and/or services ordered hereunder as set forth herein. If Buyer enters
into future contracts with Seller, including contracts between the Parties’ respective divisions, sectors,
subsidiaries, or other operating units, for the purchase of new or additional products and/or
performance of new or additional services (hereafter “new business”) the Parties hereby agree that
the new business will be considered a growth in Seller's business base which Seller agrees will
reduce Seller's overall operating costs. Therefore, in consideration of the benefit to Seller of reduced
costs, Seller agrees to negotiate in good faith with Buyer an equitable downward adjustment in
product and/or service prices. Any such downward price adjustment will apply to 1) products and/or
services scheduled for shipment and/or performance under existing orders (placed pursuant to this
agreement) on, and after, the effective date (hereafter “adjustment date”) of the contract providing for
the new business and 2) any new or additional products and/or services ordered pursuant to this
agreement.
Unless otherwise agreed to by Seller, product and/or service prices will not be retroactively adjusted
for products shipped and/or services performed prior to the adjustment date (provided such products
are not shipped in advance of schedule, except when authorized by Buyer in writing). Nothing in this
clause shall ever be construed to place Buyer under obligation to purchase any products and/or
services from Seller. Additionally, award of orders for any new or additional products and/or services
will be made in accordance with Buyer’s policies and procedures pertaining to competition.
G425.000
THIS MASTER LONG TERM AGREEMENT/PRICING AGREEMENT (“MASTER LTA”) IS ISSUED
TO DOCUMENT PRICING AND TERMS AND CONDITIONS APPLICABLE TO THE AGREEMENT
BETWEEN BUYER AND SELLER. DO NOT SHIP OR INVOICE AGAINST THIS DOCUMENT. THIS
IS A MASTER LTA, WHICH IS MADE UP OF SUBSIDIARY LTAS. THE TERMS AND CONDITIONS
OF THE MASTER LTA ARE INCORPORATED INTO THE SUBSIDIARY LTAS IN THEIR ENTIRETY.
THE SUBSIDIARY LTAS ARE ISSUED CONCURRENTLY WITH THIS MASTER LTA FOR
ADMINISTRATIVE PURPOSES TO ALLOW FOR ISSUANCE OF PURCHASE ORDERS TO
SELLER BY VOUGHT SITES AS SET FORTH BELOW:
VOUGHT SITE
SUBSIDIARY LTA NUMBER
HAWTHORNE
_______________________
JEFFERSON STREET
_______________________
MARSHALL STREET
_______________________
MILLEDGEVILLE
_______________________
NASHVILLE
_______________________
STUART
_______________________
IN CONSIDERATION OF THE MUTUAL COVENANTS SET FORTH HEREIN, BUYER AND SELLER
AGREE AS FOLLOWS: SELLER AGREES TO SELL TO BUYER THE PRODUCTS AT THE
PRICES SET FORTH IN THE SUBSIDIARY LTAS LISTED ABOVE. SELLER AGREES THE
PRICES LISTED IN THE SUBSIDIARY LTAS SHALL REMAIN FIRM FOR DELIVERIES FROM THE
DATE OF THIS MASTER LTA THROUGH _______________. THE ESTIMATED TOTAL VALUE OF
THIS MASTER LTA IS $______________ AND THE TOTAL VALUE IS DISTRIBUTED AMONG THE
SUBSIDIARY LTAS. THE VALUE IS BASED UPON BUYER’S ESTIMATE AS TO THE AMOUNT OF
EACH PRODUCT BUYER WILL REQUIRE FROM SELLER: IN NO EVENT, HOWEVER, SHALL
BUYER BE OBLIGATED TO PURCHASE ANY SPECIFIC QUANTITY OF ANY PRODUCT FROM
SELLER UNTIL SUCH TIME AS AN ORDER IS ISSUED TO SELLER. BUYER’S PURCHASES
HEREUNDER SHALL NOT BE LESS THAN THE TOTAL SUM OF $______________ DURING THE
TERM OF THIS MASTER LTA.
THE VOUGHT SITES IDENTIFIED ABOVE WILL RELEASE PURCHASE ORDERS AGAINST THE
SUBSIDIARY LTA IDENTIFIED ABOVE IN ACCORDANCE WITH THE TERMS AND CONDITIONS
OF THIS MASTER LTA; HOWEVER, THE ORDERS SHALL REFERENCE ONLY THE SUBSIDIARY
LTA NUMBER.
G425.001
CLAUSE G425: THIS MASTER LONG TERM AGREEMENT/PRICING AGREEMENT ("MASTER
LTA") IS ISSUED TO DOCUMENT PRICING AND TERMS AND CONDITIONS APPLICABLE TO
Page 73 of 237
THE AGREEMENT BETWEEN BUYER AND SELLER. DO NOT SHIP OR INVOICE AGAINST THIS
DOCUMENT. THIS IS A MASTER LTA, WHICH IS MADE UP OF SUBSIDIARY LTAS. THE TERMS
AND CONDITIONS OF THE MASTER LTA ARE INCORPORATED INTO THE SUBSIDIARY LTAS
IN THEIR ENTIRETY. THE SUBSIDIARY LTAS ARE ISSUED CONCURRENTLY WITH THIS
MASTER LTA FOR ADMINISTRATIVE PURPOSES TO ALLOW FOR ISSUANCE OF PURCHASE
ORDERS TO SELLER BY BUYER'S SITES AS SET FORTH BELOW:
BUYER SITE
HAWTHORNE
SUBSIDIARY LTA NUMBER
______________________
JEFFERSON STREET
______________________
MARSHALL STREET
______________________
MILLEDGEVILLE ______________________
NASHVILLE
______________________
STUART
______________________
IN CONSIDERATION OF THE MUTUAL COVENANTS SET FORTH HEREIN, BUYER AND
SELLER AGREE AS FOLLOWS: SELLER AGREES TO SELL TO BUYER THE PRODUCTS AT
THE PRICES SET FORTH IN THE SUBSIDIARY LTAS LISTED ABOVE. SELLER AGREES THE
PRICES LISTED IN THE SUBSIDIARY LTAS SHALL REMAIN FIRM FOR DELIVERIES FROM THE
DATE OF THIS MASTER LTA THROUGH ______________________. THE ESTIMATED TOTAL
VALUE OF THIS MASTER LTA IS $ ______________________ AND THE TOTAL VALUE IS
DISTRIBUTED AMONG THE SUBSIDIARY LTAS. THE VALUE IS BASED UPON BUYER'S
ESTIMATE AS TO THE AMOUNT OF EACH PRODUCT BUYER WILL REQUIRE FROM SELLER:
IN NO EVENT, HOWEVER, SHALL BUYER BE OBLIGATED TO PURCHASE ANY SPECIFIC
QUANTITY OF ANY PRODUCT FROM SELLER UNTIL SUCH TIME AS AN ORDER IS ISSUED TO
SELLER. BUYER'S PURCHASES HEREUNDER SHALL NOT BE LESS THAN THE TOTAL SUM
OF $ ______________________ DURING THE TERM OF THIS MASTER LTA.
THE BUYER'S SITES IDENTIFIED ABOVE WILL RELEASE PURCHASE ORDERS AGAINST
THESUBSIDIARY LTA IDENTIFIED ABOVE IN ACCORDANCE WITH THE TERMS AND
CONDITIONS OF THIS MASTER LTA; HOWEVER, THE ORDERS SHALL REFERENCE ONLY THE
SUBSIDIARY LTA NUMBER.
G426.000
THIS SUBSIDIARY LONG TERM AGREEMENT (“SUBSIDIARY LTA”) IS ISSUED TO FACILITATE
THE ISSUANCE OF ORDERS UNDER BUYER’S MASTER LTA NUMBER _____________
(HEREINAFTER “MASTER LTA”). DO NOT SHIP OR INVOICE AGAINST THIS DOCUMENT.
AUTHORIZATION TO MAKE PURCHASE ORDER (“PO" OR "ORDER") DELIVERIES WILL BE
PROVIDED BY SEPARATE ORDERS USING BUYER’S STANDARD PO FORM, AS NEEDED,
WHICH SHALL REFERENCE THIS SUBSIDIARY LTA. THE TERMS AND CONDITIONS OF THE
MASTER LTA ARE INCORPORATED INTO THIS SUBSIDIARY LTA IN THEIR ENTIRETY. THE
TERMS AND CONDITIONS OF ORDERS ISSUED PURSUANT TO THIS SUBSIDIARY LTA SHALL
BE BINDING, EXCEPT AS THEY MAY CONFLICT WITH PROVISIONS OF THIS SUBSIDIARY LTA,
IN WHICH EVENT THE TERMS AND CONDITIONS OF THIS SUBSIDIARY LTA SHALL PREVAIL
UNLESS OTHERWISE SPECIFICALLY NOTED ON THE ORDER.
IN CONSIDERATION OF THE MUTUAL COVENANTS SET FORTH HEREIN, BUYER AND SELLER
AGREE AS FOLLOWS: SELLER AGREES TO SELL TO BUYER THE PRODUCTS AT THE
PRICES IDENTIFIED BELOW. SELLER AGREES THE PRICES LISTED HEREIN SHALL REMAIN
FIRM FOR DELIVERIES FROM THE DATE OF THIS AGREEMENT THROUGH ________________.
THE ESTIMATED TOTAL VALUE OF THIS SUBSIDIARY LTA IS $ _____________. THE VALUE IS
BASED UPON BUYER’S ESTIMATE AS TO THE AMOUNT OF EACH PRODUCT BUYER WILL
REQUIRE FROM SELLER. IN NO EVENT, HOWEVER, SHALL BUYER BE OBLIGATED TO
PURCHASE ANY SPECIFIC QUANTITY OF ANY PRODUCT FROM SELLER UNTIL SUCH TIME
AS AN ORDER IS ISSUED TO SELLER. BUYER’S PURCHASES HEREUNDER SHALL NOT BE
LESS THAN THE TOTAL SUM OF
$ _____________ DURING THE TERM OF THIS AGREEMENT.
BUYER WILL ALLOW SELLER THE LEAD TIMES ("LT") SPECIFIED IN THE COLUMNS LABELED
LT1 BELOW FOR DELIVERY OF THE FIRST ARTICLE AFTER RECEIPT OF ORDER AND/OR
MATERIAL (“ARO/ARM") AND LT2 BELOW FOR SUBSEQUENT DELIVERIES ARO/ARM. IF ANY
Page 74 of 237
ORDER ISSUED PURSUANT TO THIS AGREEMENT CALLS FOR DELIVERIES BEYOND THE
LAST DAY OF THIS AGREEMENT AS STATED ABOVE, THE PROVISIONS OF THIS
AGREEMENT SHALL REMAIN VALID AND FULLY APPLICABLE TO SUCH ORDER UNTIL FINAL
DELIVERY THEREUNDER.
NOTICES OR COMMUNICATIONS GIVEN OR REQUIRED UNDER THIS AGREEMENT AND
ORDERS WILL BE IN WRITING AND RECEIVED AT THE FOLLOWING ADDRESSES:
BUYER AT THE ADDRESS ABOVE, ATTN: ___________________
SELLER AT THE ADDRESS ABOVE, ATTN: ___________________
IN THE LISTING BELOW, “U/M” MEANS UNIT OF MEASURE; “UP” MEANS UNIT PRICE; “LT1”
MEANS THE LEAD TIME, IN WEEKS, BUYER WILL ALLOW AFTER RECEIPT OF ORDER
AND/OR MATERIAL (“ARO/ARM”) FOR DELIVERY OF THE FIRST ARTICLE; “LT2” MEANS THE
LEAD TIME, IN WEEKS, BUYER WILL ALLOW FOR SUBSEQUENT DELIVERIES; AND “N/RP”
MEANS NONRECURRING PRICE.
PART NUMBERS
G430.000
U/M
UP
LT1
LT2
N/RP
CLAUSE G430: THIS MASTER LONG TERM AGREEMENT/PRICING AGREEMENT (“MASTER
LTA”) IS ISSUED TO DOCUMENT PRICING AND TERMS AND CONDITIONS APPLICABLE TO
THE AGREEMENT BETWEEN BUYER AND SELLER. DO NOT SHIP OR INVOICE AGAINST THIS
DOCUMENT. THIS IS A MASTER LTA, WHICH IS MADE UP OF SUBSIDIARY LTAS. THE TERMS
AND CONDITIONS OF THE MASTER LTA ARE THOSE CONTAINED IN _______________ WHICH
IS INCORPORATED HEREIN IN ITS ENTIRETY AND INCORPORATED INTO THE SUBSIDIARY
LTAS IN THEIR ENTIRETY. THE SUBSIDIARY LTAS ARE ISSUED CONCURRENTLY WITH THIS
MASTER LTA FOR ADMINISTRATIVE PURPOSES TO ALLOW FOR ISSUANCE OF PURCHASE
ORDERS TO SELLER BY VOUGHT SITES AS SET FORTH BELOW:
VOUGHT SITE
SUBSIDIARY LTA NUMBER
HAWTHORNE
_______________________
JEFFERSON STREET
_______________________
MARSHALL STREET
_______________________
MILLEDGEVILLE
_______________________
NASHVILLE
_______________________
STUART
_______________________
G431.000
CLAUSE G431: THIS SUBSIDIARY LONG TERM AGREEMENT (“SUBSIDIARY LTA”) IS ISSUED
TO FACILITATE THE ISSUANCE OF ORDERS UNDER BUYER’S MASTER LTA NUMBER
_____________ (HEREINAFTER “MASTER LTA”). DO NOT SHIP OR INVOICE AGAINST THIS
DOCUMENT. AUTHORIZATION TO MAKE PURCHASE ORDER (“PO" OR "ORDER") DELIVERIES
WILL BE PROVIDED BY SEPARATE ORDERS USING BUYER’S STANDARD PO FORM, AS
NEEDED, WHICH SHALL REFERENCE THIS SUBSIDIARY LTA. THE TERMS AND CONDITIONS
OF THE MASTER LTA, WHICH ARE THOSE CONTAINED IN _______________, ARE
INCORPORATED INTO THIS SUBSIDIARY LTA IN THEIR ENTIRETY. THE TERMS AND
CONDITIONS OF ORDERS ISSUED PURSUANT TO THIS SUBSIDIARY LTA SHALL BE BINDING,
EXCEPT AS THEY MAY CONFLICT WITH PROVISIONS OF THIS SUBSIDIARY LTA, IN WHICH
EVENT THE TERMS AND CONDITIONS OF THIS SUBSIDIARY LTA SHALL PREVAIL UNLESS
OTHERWISE SPECIFICALLY NOTED ON THE ORDER.
G432.000
CLAUSE G432: THE PRICES IN YOUR QUOTE MUST NOT HAVE MORE THAN TWO (2) DIGITS
TO THE RIGHT OF THE DECIMAL POINT. YOUR QUOTE WILL BE DISQUALIFIED FROM
CONSIDERATION IF IT CONTAINS PRICES WITH MORE THAN TWO (2) DIGITS TO THE RIGHT
OF THE DECIMAL POINT.
G500.000
ALL CORRESPONDENCE OTHER THAN INVOICES SHOULD BE MAILED TO THE BUYER'S
ATTENTION AND MAIL STOP AT THE FOLLOWING ADDRESS:
NORTHROP GRUMMAN CORPORATION
Page 75 of 237
INTEGRATED SYSTEMS AND AEROSTRUCTURES SECTOR
ONE NORTHROP AVENUE
HAWTHORNE, CA 90250-3277
G500.001
THIS ORDER IS ISSUED BY:
NORTHROP GRUMMAN CORPORATION
INTEGRATED SYSTEMS AND AEROSTRUCTURES SECTOR
ONE NORTHROP AVENUE
HAWTHORNE, CA 90250-3277
G500.002
THIS ORDER IS ISSUED BY:
VOUGHT AIRCRAFT INDUSTRIES, INC.
ONE NORTHROP AVENUE
HAWTHORNE, CA 90250-3277
G500.003
THIS ORDER IS ISSUED BY:
VOUGHT AIRCRAFT INDUSTRIES, INC.
3901 W. BROADWAY AVE.
HAWTHORNE, CA 90250
G500.004
THIS ORDER IS ISSUED BY:
VOUGHT AIRCRAFT INDUSTRIES, INC.
3901 JACK NORTHROP AVENUE
HAWTHORNE, CA 90250
G500.006
THIS ORDER IS ISSUED BY:
TRIUMPH AEROSTRUCTURES, LLC
DBA TRIUMPH AEROSTRUCTURES - VOUGHT AIRCRAFT DIVISION
3901 JACK NORTHROP AVENUE
HAWTHORNE, CA 90250
G504.001
THIS ORDER IS ISSUED BY:
NORTHROP GRUMMAN CORPORATION
INTEGRATED SYSTEMS AND AEROSTRUCTURES SECTOR
P. O. BOX 655907
DALLAS, TX 75265-5907
G504.002
THIS ORDER IS ISSUED BY:
NORTHROP GRUMMAN CORPORATION
INTEGRATED SYSTEMS AND AEROSTRUCTURES SECTOR
P.O. BOX 655907
DALLAS, TX 75265-5907
G504.003
THIS ORDER IS ISSUED BY:
Page 76 of 237
NORTHROP GRUMMAN CORPORATION
INTEGRATED SYSTEMS AND AEROSTRUCTURES SECTOR
P.O. BOX 655907
DALLAS, TX 75267-5907
G504.004
THIS ORDER IS ISSUED BY:
VOUGHT AIRCRAFT INDUSTRIES INCORPORATED
P.O. BOX 655907
DALLAS, TX 75267-5907
G504.005
THIS ORDER IS ISSUED BY:
VOUGHT AIRCRAFT INDUSTRIES, INC.
P.O. BOX 655907
DALLAS, TX 75267-5907
G504.007
THIS ORDER IS ISSUED BY:
TRIUMPH AEROSTRUCTURES, LLC
DBA TRIUMPH AEROSTRUCTURES - VOUGHT AIRCRAFT DIVISION
P.O. BOX 655907
DALLAS, TX 75267 5907
G504.008
THIS ORDER IS ISSUED BY:
TRIUMPH AEROSTRUCTURES, LLC
DBA TRIUMPH AEROSTRUCTURES - VOUGHT AIRCRAFT DIVISION
P.O. BOX 655907
DALLAS, TX 75265 5907
G505.000
ALL CORRESPONDENCE OTHER THAN INVOICES SHOULD BE MAILED TO THE BUYER'S
ATTENTION AND MAIL STOP AT THE FOLLOWING ADDRESS:
NORTHROP GRUMMAN CORPORATION
INTEGRATED SYSTEMS AND AEROSTRUCTURES SECTOR
90 HIGHWAY 22 WEST
MILLEDGEVILLE, GA 31061-9699
G505.001
THIS ORDER IS ISSUED BY:
NORTHROP GRUMMAN CORPORATION
INTEGRATED SYSTEMS AND AEROSTRUCTURES SECTOR
90 HIGHWAY 22 WEST
MILLEDGEVILLE, GA 31061-9699
G505.002
THIS ORDER IS ISSUED BY:
VOUGHT AIRCRAFT INDUSTRIES, INC.
90 HIGHWAY 22 WEST
MILLEDGEVILLE, GA 31061-9699
Page 77 of 237
G505.004
THIS ORDER IS ISSUED BY:
TRIUMPH AEROSTRUCTURES, LLC
DBA TRIUMPH AEROSTRUCTURES - VOUGHT AIRCRAFT DIVISION
90 HIGHWAY 22 WEST
MILLEDGEVILLE, GA 31061-9699
G506.000
ALL CORRESPONDENCE OTHER THAN INVOICES SHOULD BE MAILED TO THE BUYER'S
ATTENTION AND MAIL STOP AT THE FOLLOWING ADDRESS:
NORTHROP GRUMMAN CORPORATION
INTEGRATED SYSTEMS AND AEROSTRUCTURES SECTOR
ONE NORTHROP AVENUE
PERRY, GA 31069
G506.001
THIS ORDER IS ISSUED BY:
NORTHROP GRUMMAN CORPORATION
INTEGRATED SYSTEMS AND AEROSTRUCTURES SECTOR
ONE NORTHROP PLACE
PERRY, GA 31069
G506.002
THIS ORDER IS ISSUED BY:
VOUGHT AIRCRAFT INDUSTRIES, INC.
ONE NORTHROP PLACE
PERRY, GA 31069-9424
G506.004
THIS ORDER IS ISSUED BY:
TRIUMPH AEROSTRUCTURES, LLC
DBA TRIUMPH AEROSTRUCTURES - VOUGHT AIRCRAFT DIVISION
ONE NORTHROP PLACE
PERRY, GA 31069-9424
G507.000
ALL CORRESPONDENCE OTHER THAN INVOICES SHOULD BE MAILED TO THE BUYER'S
ATTENTION AND MAIL STOP AT THE FOLLOWING ADDRESS:
NORTHROP GRUMMAN CORPORATION
INTEGRATED SYSTEMS AND AEROSTRUCTURES SECTOR
1801 S. E. AIRPORT ROAD
STUART, FL 34996-4012
G507.001
ALL CORRESPONDENCE OTHER THAN INVOICES SHOULD BE MAILED TO THE BUYER'S
ATTENTION AND MAIL STOP AT THE FOLLOWING ADDRESS:
NORTHROP GRUMMAN CORPORATION
INTEGRATED SYSTEMS AND AEROSTRUCTURES SECTOR
1801 S. E. AIRPORT ROAD
STUART, FL 34996-4012
Page 78 of 237
G507.002
THIS ORDER IS ISSUED BY:
NORTHROP GRUMMAN CORPORATION
INTEGRATED SYSTEMS AND AEROSTRUCTURES SECTOR
1801 S. E. AIRPORT ROAD
STUART, FL 34996-4012
G507.003
THIS ORDER IS ISSUED BY:
NORTHROP GRUMMAN CORPORATION
INTEGRATED SYSTEMS AND AEROSTRUCTURES SECTOR
1801 S. E. AIRPORT ROAD
STUART, FL 34996-4012
G507.004
THIS ORDER IS ISSUED BY:
VOUGHT AIRCRAFT INDUSTRIES, INC.
1801 S. E. AIRPORT ROAD
STUART, FL 34996-4012
G507.005
THIS ORDER IS ISSUED BY:
VOUGHT AIRCRAFT INDUSTRIES, INC.
1801 S. E. AIRPORT ROAD
STUART, FL 34996-4012
G507.007
THIS ORDER IS ISSUED BY:
TRIUMPH AEROSTRUCTURES, LLC
DBA TRIUMPH AEROSTRUCTURES - VOUGHT AIRCRAFT DIVISION
1801 S. E. AIRPORT ROAD
STUART, FL 34996 4012
G510.000
ALL CORRESPONDENCE OTHER THAN INVOICES SHOULD BE MAILED TO THE BUYER'S
ATTENTION AND MAIL STOP AT THE FOLLOWING ADDRESS:
NORTHROP GRUMMAN COMMERCIAL AIRCRAFT COMPANY
A SUBSIDIARY OF NORTHROP GRUMMAN
POST OFFICE BOX 672089
DALLAS, TX 75265-
G510.002
THIS ORDER IS ISSUED BY:
NORTHROP GRUMMAN COMMERCIAL AIRCRAFT COMPANY
A SUBSIDIARY OF NORTHROP GRUMMAN
P. O. BOX 672089
DALLAS, TX 75267-2089
G510.003
THIS ORDER IS ISSUED BY:
NORTHROP GRUMMAN COMMERCIAL AIRCRAFT COMPANY
Page 79 of 237
A SUBSIDIARY OF NORTHROP GRUMMAN
P.O. BOX 672089
DALLAS, TX 75267-2089
G518.000
CLAUSE G518: THIS ORDER IS IN FURTHERANCE OF AN AIRBUS UK ORDER.
G518
Clause G518: This Order is in furtherance of an Airbus UK Order.
(11-8-11)
G519.000
CLAUSE G519: BY ACCEPTING THIS ORDER, SELLER CERTIFIES THAT ALL
REPRESENTATIONS AND CERTIFICATIONS, APPLICABLE TO THIS ORDER, INCLUDING THE
COPY OF THE AIRBUS UK CERTIFICATE OF APPROVAL AND LETTER OF APPROVAL
(QUALITY MANAGEMENT SYSTEM APPROVAL BY AIRBUS UK) AND THE "SUPPLIER
CAPABILITY QUESTIONNAIRE” PREVIOUSLY PROVIDED BY SELLER TO BUYER, REMAIN
VALID. IF SELLER'S STATUS UNDER ANY OF THE APPLICABLE REPRESENTATIONS AND
CERTIFICATIONS HAS CHANGED OR IF SELLER HAS RECEIVED A NEW AIRBUS UK
CERTIFICATE OF APPROVAL AND/OR LETTER OF APPROVAL, SELLER MUST SUBMIT TO
BUYER THE NEW AIRBUS UK CERTIFICATE OF APPROVAL AND/OR LETTER OF APPROVAL
OR COMPLETE AND SUBMIT A NEW "SUPPLIER CAPABILITY QUESTIONNAIRE" PRIOR TO
TAKING ANY ACTION INDICATING ACCEPTANCE AS STATED ON THE FACE OF THE ORDER.
G519.001
CLAUSE G519: BY ACCEPTING THIS ORDER, SELLER CERTIFIES THAT ALL
REPRESENTATIONS AND CERTIFICATIONS, APPLICABLE TO THIS ORDER, INCLUDING THE
COPY OF THE AIRBUS UK CERTIFICATE OF APPROVAL AND LETTER OF APPROVAL
(QUALITY MANAGEMENT SYSTEM APPROVAL BY AIRBUS UK) AND THE "SUPPLIER
CAPABILITY QUESTIONNAIRE” PREVIOUSLY PROVIDED BY SELLER TO BUYER, REMAIN
VALID. IF SELLER'S STATUS UNDER ANY OF THE APPLICABLE REPRESENTATIONS AND
CERTIFICATIONS HAS CHANGED OR IF SELLER HAS RECEIVED A NEW AIRBUS UK
CERTIFICATE OF APPROVAL AND/OR LETTER OF APPROVAL, SELLER MUST SUBMIT TO
BUYER THE NEW AIRBUS UK CERTIFICATE OF APPROVAL AND/OR LETTER OF APPROVAL
AND COMPLETE AND SUBMIT A NEW "SUPPLIER CAPABILITY QUESTIONNAIRE" PRIOR TO
TAKING ANY ACTION INDICATING ACCEPTANCE AS STATED ON THE FACE OF THE ORDER.
G519
Clause G519: By accepting this Order, Seller certifies that all representations and certifications,
applicable to this Order, including the copy of the Airbus UK certificate of approval and letter of
approval (quality management system approval by Airbus UK) and the "Seller capability
questionnaire” previously provided by Seller to Buyer, remain valid. If Seller's status under any of the
applicable representations and certifications has changed or if Seller has received a new Airbus UK
certificate of approval and/or letter of approval, Seller must submit to Buyer the new Airbus UK
certificate of approval and/or letter of approval and complete and submit a new "Seller capability
questionnaire" prior to taking any action indicating acceptance as stated on the face of the Order.
(11-8-11)
G520.000
CLAUSE G520: THIS ORDER IS IN FURTHERANCE OF A NORTHROP GRUMMAN INTEGRATED
SYSTEMS ORDER.
G521.000
CLAUSE G521: THIS ORDER IS IN FURTHERANCE OF AN AIRBUS GERMANY ORDER.
G522.000
CLAUSE G522: THIS ORDER IS IN FURTHERANCE OF A BOEING ORDER.
G523.000
CLAUSE G523: THIS ORDER IS IN FURTHERANCE OF A BELL HELICOPTER TEXTRON ORDER.
G524.000
CLAUSE G524: THIS ORDER IS IN FURTHERANCE OF A GULFSTREAM AEROSPACE ORDER.
G525.000
CLAUSE G525: THIS ORDER IS IN FURTHERANCE OF A LOCKHEED MARTIN ORDER.
G526.000
CLAUSE G526: THIS ORDER IS IN FURTHERANCE OF A PRATT & WHITNEY ORDER.
Page 80 of 237
G527.000
CLAUSE G527: THIS ORDER IS IN FURTHERANCE OF A RAYTHEON ORDER.
G528.000
CLAUSE G528: THIS ORDER IS IN FURTHERANCE OF A SIKORSKY AIRCRAFT ORDER.
G529.000
CLAUSE G529: THIS ORDER IS IN FURTHERANCE OF A GENERAL ELECTRIC MIDDLE RIVER
AIRCRAFT SYSTEMS ORDER.
G530.000
THIS ORDER IS ISSUED BY:
VOUGHT AIRCRAFT INDUSTRIES, INC.
1431 VULTEE BLVD.
NASHVILLE, TN 37217-2007
G530.002
THIS ORDER IS ISSUED BY:
TRIUMPH AEROSTRUCTURES, LLC
DBA TRIUMPH AEROSTRUCTURES - VOUGHT AIRCRAFT DIVISION
1431 VULTEE BLVD.
NASHVILLE, TN 37217-2007
G531.000
THE PARTS ACQUIRED UNDER THIS PURCHASE ORDER ARE DETAIL PARTS TO BE
DELIVERED TO BOEING CANADA TECHNOLOGY FOR ASSEMBLY. THE SPECIFICATIONS
PREVIOUSLY IDENTIFIED IN THE MANUFACTURING ASSEMBLY REQUIREMENTS MODEL
(MARM) AND/OR IN OTHER RELEASED ENGINEERING ARE HEREBY MODIFIED BY THE
OUTSIDE PRODUCTION SPECIFICATION PLAN (OPSP) WHICH IS AVAILABLE ON THE
BUYER'S WEB PORTAL. THE OPSP MAY DIRECT TOLERANCES WHICH ARE EQUAL TO OR
TIGHTER THAN THOSE SPECIFIED IN THE MARM AND/OR RELEASED ENGINEERING. THE
OPSP DOES NOT RELIEVE SELLER OF THE RESPONSIBILITY TO COMPLY WITH
REQUIREMENTS PREVIOUSLY IDENTIFIED IN THE MARM AND/OR PRIOR ENGINEERING.
G534.001
CLAUSE G534: WHEN DELIVERING A SYNTHETIC PART NUMBER, IDENTIFY THE DETAIL
PART OR ASSEMBLY IN ACCORDANCE WITH THE ENGINEERING DIGITAL DATASET PART
NUMBER, AND ATTACH A TEMPORARY TAG ON OR TO THE PART THAT SPECIFIES THE
ENGINEERING DIGITAL DATASET PART NUMBER, THE SYNTHETIC PART NUMBER, AND THE
DIFFERENCES BETWEEN THE TWO DATASETS. THE TEMPORARY TAG SHALL TRAVEL WITH
THE PART AND/OR ASSEMBLY UPON FINAL DELIVERY.
G534.002
WHEN DELIVERING A SUPPLIER GENERATED SYNTHETIC PART NUMBER, DUAL PART MARK
WITH THE VOUGHT ENGINEERING DIGITAL DATASET PART NUMBER AND THE SUPPLIER
GENERATED SYNTHETIC PART NUMBER. A COPY OF THE BRIDGE TEMPLATE SHALL BE
SUPPLIED WITH THE CERTIFICATE OF CONFORMANCE.
G534
Clause G534: When delivering a Seller generated synthetic part number, dual part mark with the
Buyer’s engineering digital dataset part number and the Seller generated synthetic part number. A
copy of the bridge template shall be supplied with the certificate of conformance.
(11-8-11)
G702.000
IF ANY MANUFACTURER(S) OF THE GOODS ORDERED ARE LISTED ON THE FACE OF THIS
ORDER, SUCH MANUFACTURER(S) ARE BUYER-REQUIRED SOURCES FOR THE ITEM(S)
CALLED FOR ON THIS ORDER. SELLER AGREES THAT ONLY MATERIAL PURCHASED
DIRECT FROM THE MANUFACTURER(S) LISTED ON THE FACE OF THIS ORDER WILL BE
SUPPLIED TO BUYER. SELLER FURTHER UNDERSTANDS THAT PURCHASES FROM OTHER
DISTRIBUTORS ARE NOT ACCEPTABLE UNLESS THE PRIOR WRITTEN CONSENT OF BUYER
IS OBTAINED. BUYER RESERVES THE RIGHT TO REJECT AT SELLER'S EXPENSE ANY
MATERIAL WHICH DOES NOT CONFORM TO THE ABOVE.
G702
Clause G702: If any manufacturer(s) of the goods ordered are listed on the face of this Order, such
manufacturer(s) are Buyer-required sources for the item(s) called for on this Order. Seller agrees that
Page 81 of 237
(11-8-11)
only material purchased direct from the manufacturer(s) listed on the face of this Order will be
supplied to Buyer. Seller further understands that purchases from other distributors are not
acceptable unless the prior written consent of Buyer is obtained. Buyer reserves the right to reject at
Seller's expense any material which does not conform to the above.
G704.000
BUYER TO SUPPLY THE MATERIAL REQUIRED TO PRODUCE THE ARTICLES CALLED FOR
ON THIS PURCHASE ORDER.
G708.000
THIS PURCHASE ORDER COVERS CHARGES ORIGINALLY AUTHORIZED PURSUANT TO PO
_____, LINE ITEM _____, AND IS ISSUED FOR PAYMENT PURPOSES ONLY. THE TERMS AND
CONDITIONS OF THE REFERENCED PO APPLY HERETO.
G708
Clause G708: This Order covers charges originally authorized pursuant to order _____, line item
_____, and is issued for payment purposes only. The terms and conditions of the referenced order
apply hereto.
(11-8-11)
G711.000
CLAUSE G711: THE "LBR" DESIGNATION IN THE SUFFIX OF THE PART NUMBER ON THIS
ORDER IS FOR BUYER'S INTERNAL USE ONLY AND NOT INTENDED TO BE INCLUDED IN THE
PART NUMBER OR ANY OTHER IDENTIFICATION OR CERTIFICATION.
G711
Clause G711: The "LBR" designation in the suffix of the part number on this Order is for Buyer's
internal use only and is not intended to be included in the part number or any other identification or
certification.
(11-8-11)
G712.004
CLAUSE G712: THIS PURCHASE ORDER IS ISSUED TO REINSTATE ITEMS CANCELLED
UNDER VOUGHT AIRCRAFT INDUSTRIES INC. P.O. _________. THE PART NUMBERS,
QUANTITIES, AND TOTAL VALUE OF THIS P.O. ARE THE SAME AS THOSE CANCELLED
UNDER THE ABOVE NAMED P.O. ONLY THE “SHIP TO” AND OTHER VOUGHT INTERNAL
ADMINISTRATIVE DATA HAVE CHANGED. ALL OTHER TERMS AND CONDITIONS OF THE
ABOVE NAMED P.O. REMAIN UNCHANGED AND IN FULL FORCE AND EFFECT.
G716.000
CLAUSE 716: THIS INTERDIVISIONAL PURCHASE ORDER (PO) IS ISSUED BY THE ADVANCED
AERO-SOLUTIONS DIVISION TO ANOTHER VOUGHT DIVISION FOR ADMINISTRATIVE
PURPOSES ONLY. THIS PO IS ISSUED BY THE AUTHORITY OF WORK AUTHORIZATION (WA)
____________, WHICH IS INCORPORATED HEREIN AND MADE A PART HEREOF BY
REFERENCE.
THE REQUIREMENTS OF THE WA ARE BEING ISSUED VIA THIS PURCHASE ORDER
DOCUMENT SOLELY TO FACILITATE THE USE OF VOUGHT’S SUPPLIER PORTAL FOR
TRANSMISSION, CONTROL AND UPDATE OF TECHNICAL DATA, TO COMMUNICATE
CUSTOMER CONTRACT REQUIREMENTS AND TERMS AND CONDITIONS, TO SET FORTH
QUANTITIES AND DELIVERY SCHEDULES, AND TO FACILITATE DELIVERY AND RECEIPT OF
THE PRODUCT.
THE PERFORMING DIVISION SHALL NOT SUBMIT INVOICES FOR COSTS INCURRED IN
PERFORMANCE OF THE EFFORT COVERED BY THIS ADMINISTRATIVE PO / WA. COSTS DUE
AND PAYABLE TO THE PERFORMING DIVISION WILL BE TRANSFERRED THROUGH
COMPANY ACCOUNTING SYSTEMS VIA THE CHARGE CODES AUTHORIZED IN THE WA.
G735.001
ALL CARTONS MUST BE MARKED ON OUTSIDE WITH NORTHROP GRUMMAN PURCHASE
ORDER NUMBER, PART NUMBER, QUANTITY, AND NUMBER OF CARTONS IN SHIPMENT.
G735.002
ALL CARTONS MUST BE MARKED ON OUTSIDE WITH BUYER’S PURCHASE ORDER NUMBER,
PART NUMBER, QUANTITY, AND NUMBER OF CARTONS IN SHIPMENT.
G743.000
CLAUSE G743: FOR EACH SELLER NONCONFORMANCE REPORT SUBMITTED TO BUYER’S
MATERIALS REVIEW BOARD (“MRB”) FOR DISPOSITION, BUYER SHALL BE ENTITLED TO
DEBIT SELLER’S ACCOUNT BY AN AMOUNT OF $_____, EFFECTIVE _____.
G743
Clause G743: For each Seller nonconformance report submitted to Buyer’s materials review board
(“MRB”) for disposition, Buyer shall be entitled to debit Seller’s account by an amount of $_____,
Page 82 of 237
(11-8-11)
effective _____.
H110.001
MATERIAL RETURNED FOR CREDIT. DO NOT REPLACE.
H110
Clause H110: Material returned for credit. Do not replace.
(11-8-11)
H121.000
TO EFFECT REPLACEMENT OF DEFECTIVE MATERIAL RETURNED TO SELLER FOR CREDIT.
REFERENCE: NONCONFORMANCE DOCUMENT NO(S) _____ S/N _____.
H121
Clause H121: To effect replacement of defective material returned to Seller for credit. Reference:
nonconformance document no(s) _____ s/n _____.
(11-8-11)
H122.000
TO EFFECT MODIFICATION OF DEFECTIVE MATERIAL AT BUYER EXPENSE. BUYER TO
SUPPLY _____ MODIFY TO _____ SN NO(S) _____. REF: NONCONFORMANCE DOCUMENT
NO(S) _____.
H122.001
TO EFFECT MODIFICATION OF DEFECTIVE MATERIAL AT BUYER EXPENSE. BUYER TO
SUPPLY _____ MODIFY TO _____ SN NO(S) _____. REF: NONCONFORMANCE DOCUMENT
NO(S) _____.
H122
Clause H122: To effect modification of defective material at Buyer expense. Buyer to supply _____
modify to _____ s/n no(s) _____. Ref: nonconformance document no(s) _____.
(11-8-11)
H123.000
THIS ITEM IS BEING RETURNED FOR REPAIR/REWORK OR REPLACEMENT AT SELLER’S
EXPENSE PURSUANT TO THE WARRANTY PROVISION OF THE TERMS AND CONDITIONS OF
THE PURCHASE ORDER (PO) UNDER WHICH THIS ITEM WAS PURCHASED. THE TERMS AND
CONDITIONS OF SAID PO ARE INCORPORATED HEREIN BY REFERENCE. FOR WARRANTY
REPAIRS, SELLER SHALL PROVIDE TO BUYER A DETAILED WRITTEN DESCRIPTION OF THE
WORK PERFORMED.
THE DOCUMENT DESCRIBING THE NONCONFORMANCE OF THIS ITEM IS BEING PROVIDED
WITH THE RETURNED ITEM. IF, AFTER RECEIPT AND EVALUATION OF THIS ITEM, SELLER
DETERMINES THAT REPAIR/REWORK OR REPLACEMENT IS NOT THE RESPONSIBILITY OF
SELLER, SELLER SHALL PROVIDE BUYER A DETAILED EXPLANATION, IN WRITING, AS TO
THE REASONS FOR SUCH DETERMINATION. SELLER SHALL ALSO PROVIDE BUYER A
COMPLETE AND DETAILED STATEMENT OF THE WORK TO BE PERFORMED TO REPAIR OR
REWORK THE ITEM INCLUDING A DETAILED ESTIMATE OF THE COST OF THE
REWORK/REPAIR. UPON AGREEMENT BETWEEN BUYER AND SELLER AS TO
RESPONSIBILITY, THE WORK TO BE PERFORMED, AND THE ASSOCIATED COST, BUYER
WILL PROVIDE APPROPRIATE DIRECTION TO SELLER AS TO HOW TO PROCEED.
H123
(11-8-11)
Clause H123: This item is being returned for repair/rework or replacement at Seller’s expense
pursuant to the warranty provision of the terms and conditions of the order under which this item was
purchased. The terms and conditions of said order are incorporated herein by reference. For
warranty repairs, Seller shall provide to Buyer a detailed written description of the work performed.
The document describing the nonconformance of this item is being provided with the returned item.
If, after receipt and evaluation of this item, Seller determines that repair/rework or replacement is not
the responsibility of Seller, Seller shall provide Buyer a detailed explanation, in writing, as to the
reasons for such determination. Seller shall also provide Buyer a complete and detailed statement of
the work to be performed to repair or rework the item including a detailed estimate of the cost of the
rework/repair. Upon agreement between Buyer and Seller as to responsibility, the work to be
performed, and the associated cost, Buyer will provide appropriate direction to Seller as to how to
proceed.
Page 83 of 237
I000.002
QUALITY REQUIREMENTS INVOKED BY THIS PROCUREMENT ARE LOCATED WITHIN BUYER'S
SUPPLIER QUALITY ASSURANCE REQUIREMENTS (SQAR) MANUAL, REVISION IN EFFECT ON
DATE OF PURCHASE ORDER. A COPY OF SQAR CAN BE OBTAINED FROM BUYER OR
BUYER'S WEB SITE HTTPS://OASIS.NORTHGRUM.COM. NOTWITHSTANDING THE FOREGOING,
ANY QUALITY REQUIREMENTS PREVIOUSLY AGREED TO BY BUYER AND SELLER, AND
INCORPORATED INTO THIS PURCHASE ORDER, SHALL APPLY TO THIS PROCUREMENT IN
PLACE OF THE REQUIREMENTS SET FORTH IN BUYER'S SQAR MANUAL, UNLESS OTHERWISE
SPECIFICALLY PROVIDED IN THIS PURCHASE ORDER.
I000.003
QUALITY REQUIREMENTS INVOKED BY THIS PROCUREMENT ARE LOCATED WITHIN BUYER’S
SUPPLIER QUALITY ASSURANCE REQUIREMENTS (SQAR) MANUAL, REVISION IN EFFECT ON
DATE OF PURCHASE ORDER. A COPY OF SQAR CAN BE OBTAINED FROM BUYER OR
BUYER’S WEB SITE HTTPS://OASIS.NORTHGRUM.COM.
I101.000
THIS PURCHASE ORDER (PO) IS SUBJECT TO THE APPLICABLE PROVISIONS OF VOUGHT
787-CMP-001, CONFIGURATION MANAGEMENT PLAN (CMP), AS SPECIFIED IN
REQUIREMENTS COMPLIANCE MATRIX (RCM), 787-RCM-003-10, FOR “BUILD-TO-PRINT”
SUPPLIERS. THE CMP AND RCM, AS WELL AS UPDATES THERETO, ARE LOCATED IN
VOUGHT’S SUPPLIER PORTAL. THE SUPPLIER IS REQUIRED TO COMPLY WITH THE MOST
CURRENT VERSION OF THE DOCUMENTS AS PROVIDED BY VOUGHT THROUGH THE
PORTAL OR A LATER VERSION AT SUPPLIER’S DISCRETION.
PROCESSES CLASSIFIED AS "REFERENCE ONLY" ARE BEING EXECUTED BY THE VOUGHT
AIRCRAFT 787 DIVISION INTERNALLY, WITHOUT SIGNIFICANT SUPPLIER PARTICIPATION.
VOUGHT AIRCRAFT 787 DIVISION IS REQUIRED TO FLOW THESE "REFERENCE ONLY"
REQUIREMENTS TO ALL VOUGHT 787 SUPPLIERS TO PROVIDE INFORMATION ABOUT
REQUIREMENTS WITH RESPECT TO SUPPLIER PRODUCT DEFINITION.
IF A REQUIRED DOCUMENT CONTAINS A REFERENCE TO ANOTHER DOCUMENT THAT IS
REQUIRED, THAT REFERENCE DOCUMENT IS NOT REQUIRED UNLESS IT IS SPECIFICALLY
CALLED OUT IN THE REQUIREMENTS COMPLIANCE MATRIX. SUPPLIERS MAY USE THEIR
OWN DOCUMENTATION IN PLACE OF 787 PROGRAM DOCUMENTATION. ALL
DOCUMENTATION THAT INCORPORATES THE REQUIREMENTS FROM THE REQUIREMENTS
COMPLIANCE MATRIX AND THE REFERENCED DOCUMENTATION MUST BE IN THE PARTNER’S
LANGUAGE AND ENGLISH, OR THE PARTNER’S LANGUAGE WITH THE ABILITY TO QUICKLY
TRANSLATE TO ENGLISH TO SUPPORT BOEING 787 PROGRAM AND FAA REQUESTS.
SUPPLIERS WILL BE REQUIRED TO PERFORM PERIODIC SELF-ASSESSMENTS TO MAKE
SURE EMPLOYEES KNOW WHERE TO FIND COMMON PROCESSES WHICH ARE COMPLIANT
WITH AS9100 REQUIREMENTS AND REQUIRE NO ADDITIONAL WORK OUTSIDE OF AS9100.
I102.000
THIS PURCHASE ORDER (PO) IS SUBJECT TO THE APPLICABLE PROVISIONS OF VOUGHT
787-CMP-001, CONFIGURATION MANAGEMENT PLAN (CMP), AS SPECIFIED IN
REQUIREMENTS COMPLIANCE MATRIX (RCM), 787-RCM-002-10, FOR “BUILD-TO-PRINT”
SUPPLIERS WITH MATERIAL REVIEW BOARD (MRB) AUTHORITY. THE CMP AND RCM, AS
WELL AS UPDATES THERETO, ARE LOCATED IN VOUGHT’S SUPPLIER PORTAL. THE
SUPPLIER IS REQUIRED TO COMPLY WITH THE MOST CURRENT VERSION OF THE
DOCUMENTS AS PROVIDED BY VOUGHT THROUGH THE PORTAL OR A LATER VERSION AT
SUPPLIER’S DISCRETION.
PROCESSES CLASSIFIED AS "REFERENCE ONLY" ARE BEING EXECUTED BY THE VOUGHT
AIRCRAFT 787 DIVISION INTERNALLY, WITHOUT SIGNIFICANT SUPPLIER PARTICIPATION.
VOUGHT AIRCRAFT 787 DIVISION IS REQUIRED TO FLOW THESE "REFERENCE ONLY"
REQUIREMENTS TO ALL VOUGHT 787 SUPPLIERS TO PROVIDE INFORMATION ABOUT
REQUIREMENTS WITH RESPECT TO SUPPLIER PRODUCT DEFINITION.
IF A REQUIRED DOCUMENT CONTAINS A REFERENCE TO ANOTHER DOCUMENT THAT IS
REQUIRED, THAT REFERENCE DOCUMENT IS NOT REQUIRED UNLESS IT IS SPECIFICALLY
CALLED OUT IN THE REQUIREMENTS COMPLIANCE MATRIX. SUPPLIERS MAY USE THEIR
OWN DOCUMENTATION IN PLACE OF 787 PROGRAM DOCUMENTATION. ALL
DOCUMENTATION THAT INCORPORATES THE REQUIREMENTS FROM THE REQUIREMENTS
COMPLIANCE MATRIX AND THE REFERENCED DOCUMENTATION MUST BE IN THE
PARTNER’S LANGUAGE AND ENGLISH, OR THE PARTNER’S LANGUAGE WITH THE ABILITY
Page 84 of 237
TO QUICKLY TRANSLATE TO ENGLISH TO SUPPORT BOEING 787 PROGRAM AND FAA
REQUESTS.
SUPPLIERS WILL BE REQUIRED TO PERFORM PERIODIC SELF-ASSESSMENTS TO MAKE SURE
EMPLOYEES KNOW WHERE TO FIND COMMON PROCESSES WHICH ARE COMPLIANT WITH
AS9100 REQUIREMENTS AND REQUIRE NO ADDITIONAL WORK OUTSIDE OF AS9100.
I103.000
THIS PURCHASE ORDER (PO) IS SUBJECT TO THE APPLICABLE PROVISIONS OF VOUGHT 787CMP-001, CONFIGURATION MANAGEMENT PLAN (CMP), AS SPECIFIED IN REQUIREMENTS
COMPLIANCE MATRIX (RCM), 787-RCM-001-04 APPLICABLE TO EAD PRODUCT. THE CMP AND
RCM, AS WELL AS UPDATES THERETO, ARE LOCATED IN VOUGHT’S SUPPLIER PORTAL. THE
SUPPLIER IS REQUIRED TO COMPLY WITH THE MOST CURRENT VERSION OF THE
DOCUMENTS.
PROCESSES CLASSIFIED AS "REFERENCE ONLY" ARE BEING EXECUTED BY THE VOUGHT
AIRCRAFT 787 DIVISION INTERNALLY, WITHOUT SIGNIFICANT SUPPLIER PARTICIPATION.
VOUGHT AIRCRAFT 787 DIVISION IS REQUIRED TO FLOW THESE "REFERENCE ONLY"
REQUIREMENTS TO ALL VOUGHT 787 SUPPLIERS TO PROVIDE INFORMATION ABOUT
REQUIREMENTS WITH RESPECT TO SUPPLIER PRODUCT DEFINITION.
IF A REQUIRED DOCUMENT CONTAINS A REFERENCE TO ANOTHER DOCUMENT THAT IS
REQUIRED, THAT REFERENCE DOCUMENT IS NOT REQUIRED UNLESS IT IS SPECIFICALLY
CALLED OUT IN THE REQUIREMENTS COMPLIANCE MATRIX. SUPPLIERS MAY USE THEIR
OWN DOCUMENTATION IN PLACE OF 787 PROGRAM DOCUMENTATION. ALL
DOCUMENTATION THAT INCORPORATES THE REQUIREMENTS FROM THE REQUIREMENTS
COMPLIANCE MATRIX AND THE REFERENCED DOCUMENTATION MUST BE IN THE PARTNERS
LANGUAGE AND ENGLISH, OR THE PARTNERS LANGUAGE WITH THE ABILITY TO QUICKLY
TRANSLATE TO ENGLISH TO SUPPORT BOEING 787 PROGRAM AND FAA REQUESTS.
SUPPLIERS WILL BE REQUIRED TO PERFORM PERIODIC SELF-ASSESSMENTS TO MAKE SURE
EMPLOYEES KNOW WHERE TO FIND COMMON PROCESSES WHICH ARE COMPLIANT WITH
AS9100 REQUIREMENTS AND REQUIRE NO ADDITIONAL WORK OUTSIDE OF AS9100.
I104.000
THIS PURCHASE ORDER (PO) IS SUBJECT TO THE APPLICABLE PROVISIONS OF VOUGHT
787-CMP-001, CONFIGURATION MANAGEMENT PLAN (CMP), AS SPECIFIED IN
REQUIREMENTS COMPLIANCE MATRIX (RCM), 787-RCM-001-02 REV. A APPLICABLE TO KAL
PRODUCT. THE CMP AND RCM, AS WELL AS UPDATES THERETO, ARE LOCATED IN
VOUGHT’S SUPPLIER PORTAL. THE SUPPLIER IS REQUIRED TO COMPLY WITH THE MOST
CURRENT VERSION OF THE DOCUMENTS.
PROCESSES CLASSIFIED AS "REFERENCE ONLY" ARE BEING EXECUTED BY THE VOUGHT
AIRCRAFT 787 DIVISION INTERNALLY, WITHOUT SIGNIFICANT SUPPLIER PARTICIPATION.
VOUGHT AIRCRAFT 787 DIVISION IS REQUIRED TO FLOW THESE "REFERENCE ONLY"
REQUIREMENTS TO ALL VOUGHT 787 SUPPLIERS TO PROVIDE INFORMATION ABOUT
REQUIREMENTS WITH RESPECT TO SUPPLIER PRODUCT DEFINITION.
IF A REQUIRED DOCUMENT CONTAINS A REFERENCE TO ANOTHER DOCUMENT THAT IS
REQUIRED, THAT REFERENCE DOCUMENT IS NOT REQUIRED UNLESS IT IS SPECIFICALLY
CALLED OUT IN THE REQUIREMENTS COMPLIANCE MATRIX. SUPPLIERS MAY USE THEIR
OWN DOCUMENTATION IN PLACE OF 787 PROGRAM DOCUMENTATION. ALL
DOCUMENTATION THAT INCORPORATES THE REQUIREMENTS FROM THE REQUIREMENTS
COMPLIANCE MATRIX AND THE REFERENCED DOCUMENTATION MUST BE IN THE
PARTNERS LANGUAGE AND ENGLISH, OR THE PARTNERS LANGUAGE WITH THE ABILITY TO
QUICKLY TRANSLATE TO ENGLISH TO SUPPORT BOEING 787 PROGRAM AND FAA
REQUESTS.
SUPPLIERS WILL BE REQUIRED TO PERFORM PERIODIC SELF-ASSESSMENTS TO MAKE
SURE EMPLOYEES KNOW WHERE TO FIND COMMON PROCESSES WHICH ARE COMPLIANT
WITH AS9100 REQUIREMENTS AND REQUIRE NO ADDITIONAL WORK OUTSIDE OF AS9100.
I105.000
THIS PURCHASE ORDER (PO) IS SUBJECT TO THE APPLICABLE PROVISIONS OF VOUGHT
787-CMP-001, CONFIGURATION MANAGEMENT PLAN (CMP), AS SPECIFIED IN
REQUIREMENTS COMPLIANCE MATRIX (RCM), 787-RCM-001-03 APPLICABLE TO IAI
PRODUCT. THE CMP AND RCM, AS WELL AS UPDATES THERETO, ARE LOCATED IN
Page 85 of 237
VOUGHT’S SUPPLIER PORTAL. THE SUPPLIER IS REQUIRED TO COMPLY WITH THE MOST
CURRENT VERSION OF THE DOCUMENTS.
PROCESSES CLASSIFIED AS "REFERENCE ONLY" ARE BEING EXECUTED BY THE VOUGHT
AIRCRAFT 787 DIVISION INTERNALLY, WITHOUT SIGNIFICANT SUPPLIER PARTICIPATION.
VOUGHT AIRCRAFT 787 DIVISION IS REQUIRED TO FLOW THESE "REFERENCE ONLY"
REQUIREMENTS TO ALL VOUGHT 787 SUPPLIERS TO PROVIDE INFORMATION ABOUT
REQUIREMENTS WITH RESPECT TO SUPPLIER PRODUCT DEFINITION.
IF A REQUIRED DOCUMENT CONTAINS A REFERENCE TO ANOTHER DOCUMENT THAT IS
REQUIRED, THAT REFERENCE DOCUMENT IS NOT REQUIRED UNLESS IT IS SPECIFICALLY
CALLED OUT IN THE REQUIREMENTS COMPLIANCE MATRIX. SUPPLIERS MAY USE THEIR
OWN DOCUMENTATION IN PLACE OF 787 PROGRAM DOCUMENTATION. ALL
DOCUMENTATION THAT INCORPORATES THE REQUIREMENTS FROM THE REQUIREMENTS
COMPLIANCE MATRIX AND THE REFERENCED DOCUMENTATION MUST BE IN THE
PARTNERS LANGUAGE AND ENGLISH, OR THE PARTNERS LANGUAGE WITH THE ABILITY TO
QUICKLY TRANSLATE TO ENGLISH TO SUPPORT BOEING 787 PROGRAM AND FAA
REQUESTS.
SUPPLIERS WILL BE REQUIRED TO PERFORM PERIODIC SELF-ASSESSMENTS TO MAKE SURE
EMPLOYEES KNOW WHERE TO FIND COMMON PROCESSES WHICH ARE COMPLIANT WITH
AS9100 REQUIREMENTS AND REQUIRE NO ADDITIONAL WORK OUTSIDE OF AS9100.
I106.000
RESTRICTED PART(S) / ASSY(S) IN THIS ORDER SHALL BE PROCESSED IN ACCORDANCE
WITH ENGINEERING REQUIREMENTS NOTED IN THE ENGINEERING BILL OF MATERIAL.
RESTRICTION STATUS SHALL BE ANNOTATED ON THE CD4020 IN BLOCK 27.
I106.001
RESTRICTED PART(S) / ASSY(S) IN THIS ORDER SHALL BE PROCESSED IN ACCORDANCE
WITH ENGINEERING REQUIREMENTS NOTED IN THE ENGINEERING BILL OF MATERIAL.
RESTRICTION STATUS SHALL BE ANNOTATED ON THE CD4020 IN BLOCK 27. RESTRICTIONS
ARE AS DEFINED HEREINBELOW:
- DESIGN PROPOSAL: OK TO RELEASE DATASETS. PART CANNOT BE RECEIVED BY
BOEING OR PARTNER.
- ASSEMBLY: A SUPPLIER CAN ASSEMBLE A PART (ASSEMBLY) WITH RESTRICTED
COMPONENTS BUT THE ASSEMBLY CANNOT BE RECEIVED BY BOEING OR PARTNER.
- INSTALLATION: BOEING OR PARTNER CAN RECEIVE AND INSTALL RESTRICTED PARTS NO TESTING ALLOWED (E.G., POWER-ON NOT ALLOWED)
- GROUND TEST: GROUND TESTING ALLOWED - NO FLIGHT TESTING PERMITTED.
- FLIGHT TEST: FLIGHT TESTING ALLOWED - CANNOT APPLY FOR AIRPLANE
AIRWORTHINESS CERTIFICATE WITH ANY PARTS AT THIS RESTRICTION LEVEL
- NONE: (ENOVIA DEFAULT VALUE): NO RESTRICTION - THE PART IS SAFE FOR
INSTALLATION, TEST AND FLIGHT WITHOUT OPERATING LIMITATIONS (FOR STANDARDS,
REQUIRES RELEASE OF FULLY QUALIFIED AND APPROVED STANDARD).
I107.000
CONFIGURATION MANAGEMENT REQUIREMENTS INVOKED BY THIS PROCUREMENT ARE
LOCATED WITHIN VOUGHT SUPPLIER(S) CONFIGURATION AND REQUIREMENTS
DOCUMENT POSTED ON THE BUYER’S WEB SITE AT WWW.VOUGHT.COM/SUPPLIERS/
(NOTE: THE WEB SITE MUST BE ENTERED USING LOWER CASE CHARACTERS). WHEN A
NEW REVISION OF VOUGHT SUPPLIER(S) CONFIGURATION AND REQUIREMENTS
DOCUMENT IS POSTED TO BUYER’S WEB SITE, SELLER SHALL HAVE 60 CALENDAR DAYS
FROM THE DATE THE REVISION IS POSTED ON THE WEB SITE TO COMPLY WITH THE
REQUIREMENTS CONTAINED WITHIN THE LATEST REVISION OF THE DOCUMENT.
I107.001
CONFIGURATION MANAGEMENT REQUIREMENTS INVOKED BY THIS PROCUREMENT ARE
LOCATED WITHIN VOUGHT SUPPLIER(S) CONFIGURATION AND REQUIREMENTS
DOCUMENT POSTED ON THE BUYER’S WEB SITE UNDER THE “CONTRACT” LINK AT
WWW.VOUGHT.COM/SUPPLIERS/ (NOTE: THE WEB SITE MUST BE ENTERED USING LOWER
CASE CHARACTERS). WHEN A NEW REVISION OF VOUGHT SUPPLIER(S) CONFIGURATION
AND REQUIREMENTS DOCUMENT IS POSTED TO BUYER’S WEB SITE, SELLER SHALL HAVE
Page 86 of 237
60 CALENDAR DAYS FROM THE DATE THE REVISION IS POSTED ON THE WEB SITE TO
COMPLY WITH THE REQUIREMENTS CONTAINED WITHIN THE LATEST REVISION OF THE
DOCUMENT.
I107
(11-8-11)
Clause I107: Configuration management requirements invoked by this Order are located within
Buyer’s Seller(s) Configuration and Requirements document posted on the Buyer’s web site under the
“contract” link at www.vought.com/Sellers/ When a new revision of Buyer’s Seller(s) Configuration
and Requirements document is posted to Buyer’s web site, Seller shall have 60 calendar days from
the date the revision is posted on the web site to comply with the requirements contained within the
latest revision of the document.
I108.000
AS A FEDERAL AVIATION ADMINISTRATION (FAA) APPROVED REPAIR STATION, IN THE
PERFORMANCE OF THIS PURCHASE ORDER (PO), SUPPLIER SHALL PRODUCE A FAA 8130-3
TAG FOR ALL WORK PERFORMED. THE FAA 8130-3 TAG SHALL BE DELIVERED TO BUYER
WITH THE PRODUCTS UPON WHICH WORK IS PERFORMED HEREUNDER.
I108
Clause I108: As a Federal Aviation Administration (FAA) approved repair station, in the performance
of this Order, Seller shall produce an FAA 8130-3 tag for all work performed. The FAA 8130-3 tag
shall be delivered to Buyer with the products upon which work is performed hereunder.
(11-8-11)
I109.000
AS A FEDERAL AVIATION ADMINISTRATION (FAA) ANTI-DRUG AND ALCOHOL MISUSE
PREVENTION PROGRAM (AAMPP) APPROVED REPAIR STATION, IN THE PERFORMANCE OF
THIS PURCHASE ORDER (PO), SUPPLIER SHALL PRODUCE A FAA 8130-3 TAG FOR ALL
WORK PERFORMED. THE FAA 8130-3 TAG SHALL BE DELIVERED TO BUYER WITH THE
PRODUCTS UPON WHICH WORK IS PERFORMED HEREUNDER.
BUYER IS REQUIRED TO MONITOR SELLER FOR COMPLIANCE TO AAMPP. IF REQUESTED
BY BUYER, SELLER AGREES TO PROVIDE BUYER WITH PROOF OF SELLER’S FAA
APPROVED AAMPP. SELLER FURTHER AGREES TO PROVIDE, UPON BUYER REQUEST,
VIABLE OBJECTIVE EVIDENCE THAT SELLER IS TESTING ITS EMPLOYEES AS REQUIRED BY
AAMPP. ACCEPTABLE EVIDENCE CAN BE, BUT IS NOT LIMITED TO, THE FOLLOWING:
1.) COPY OF A CONSORTIUM LETTER STATING THAT THE CONSORTIUM IS TESTING PER
AAMPP AND THAT THE SUPPLIER IS AN ACTIVE MEMBER.
2.) RECEIPTS OF TESTING FROM A LABORATORY AND EVIDENCE OF RANDOM POOL FOR
EMPLOYEES.
I109
(11-8-11)
Clause I109: As a Federal Aviation Administration (FAA) Anti-Drug and Alcohol Misuse Prevention
Program (AAMPP) approved repair station, in the performance of this Order, Seller shall produce an
FAA 8130-3 tag for all work performed. The FAA 8130-3 tag shall be delivered to Buyer with the
products upon which work is performed hereunder.
Buyer is required to monitor Seller for compliance to AAMPP. If requested by Buyer, Seller agrees to
provide Buyer with proof of Seller’s FAA approved AAMPP. Seller further agrees to provide, upon
Buyer request, viable objective evidence that Seller is testing its employees as required by AAMPP.
Acceptable evidence can be, but is not limited to, the following:
1.
Copy of a consortium letter stating that the consortium is testing per AAMPP and that the
Seller is an active member.
2.
Receipts of testing from a laboratory and evidence of random pool for employees.
I829.000
MATERIAL MUST BE CHEM MILL QUALITY AND ABLE TO MEET MINIMUM RESIDUAL STRESS
(MRS) REQUIREMENTS. IN ADDITION TO MARKING COMMERCIAL DESIGNATION AND
SPECIFICATION DATA AT EACH LOCATION SET FORTH IN FEDERAL STANDARD 184,
MATERIAL MUST BE MARKED "MRS".
I829
Clause I829: Material must be chem mill quality and able to meet minimum residual stress (MRS)
requirements. In addition to marking commercial designation and specification data at each location
set forth in Federal Standard 184, material must be marked "MRS".
(11-8-11)
Page 87 of 237
I830.000
SELLER SHALL SUPPLY A TEST PIECE WITH EACH BLOCK OF MATERIAL SHIPPED.
I830
Clause I830: Seller shall supply a test piece with each block of material shipped.
(11-8-11)
I831.000
DO NOT SHIP MINIMUM RESIDUAL STRESS ("MRS") MATERIAL AGAINST THIS ORDER.
I831.001
DO NOT SHIP MINIMUM RESIDUAL STRESS ("MRS") MATERIAL AGAINST THIS ORDER.
I831
Clause I831: Do not ship minimum residual stress ("MRS") material against this Order.
(11-8-11)
I832.000
SELLER SHALL ADHERE TO ALL REQUIREMENTS OF AMERICAN NATIONAL STANDARDS
INSTITUTE (ANSI) FOR DIMENSIONING AND TOLERANCING, DOCUMENT ANSI-Y 14.5, WHEN
CHECKED OFF IN THE SUPPLEMENTARY DATA BLOCK OF THE ENGINEERING DRAWING.
I832
(11-8-11)
Clause I832: Seller shall adhere to all requirements of American National Standards Institute (ANSI)
for dimensioning and tolerancing, document ANSI-Y 14.5, when checked off in the supplementary
data block of the engineering drawing.
I844.000
BOEING CERTIFIED SELLER TO HEAT TREAT PER BAC 5602.
I844
Clause I844: Boeing certified Seller to heat treat per BAC 5602.
(11-8-11)
I847.000
NORTHROP GRUMMAN APPROVED SELLER TO CHEMICAL CONVERSION COAT PER MIL-C5541.
I847.001
BUYER APPROVED SELLER TO CHEMICAL CONVERSION COAT PER MIL-C-5541.
I849.000
BOEING CERTIFIED SELLER TO PENETRANT INSPECT PER BAC 5423.
I855.000
BEFORE SELLER SHIPS PRODUCT(S) TO BUYER, SELLER MUST:
A. PROVIDE A COPY OF THE MANUFACTURER’S TEST REPORT AND AN INSPECTION TEST
SAMPLE AS SET FORTH IN THE GOVERNING MATERIAL SPECIFICATION TO:
NORTHROP GRUMMAN CORPORATION
AIR COMBAT SYSTEMS
PROCESS CONTROL & TESTING LAB
ATTN: RAY VYSEL, TEL. (310) 332-8707; OR JIM RAIFORD, TEL. (310) 331-7231
M/S 2Q20/W1, BUILDING 905, COL. 39Z
700 NORTH DOUGLAS STREET
EL SEGUNDO, CA 90245-2804
B. OBTAIN A COPY OF THE COMPLETED LAB REPORT FROM NORTHROP GRUMMAN FOR
EACH INSPECTION TEST PERFORMED.
SELLER MUST INCLUDE A COPY OF THE COMPLETED NORTHROP GRUMMAN LAB REPORT
AND THE MANUFACTURER’S TEST REPORT APPLICABLE TO THE PRODUCT WITH EACH
PRODUCT SHIPPED TO BUYER.
SELLER IS RESPONSIBLE FOR CONTACTING NORTHROP GRUMMAN AND SCHEDULING TEST
OF PRODUCT(S). SELLER MUST ENSURE TESTS ARE SCHEDULED FOR PERFORMANCE WITH
LEAD TIME SUFFICIENT TO ENSURE TESTS ARE COMPLETED AND PRODUCT(S) SHIPPED TO
BUYER ON THE SCHEDULED SHIPMENT DATE. BUYER SHALL HAVE NO LIABILITY TO SELLER
Page 88 of 237
BY REASON OF ANY DELAY IN PERFORMANCE OF, OR FAILURE TO PERFORM, INSPECTION
TESTS BY NORTHROP GRUMMAN.
I865.000
NORTHROP GRUMMAN APPROVED SELLER TO APPLY (1) COAT BMS 10-11 TYPE I PRIMER
PER BAC 5736.
I865.001
BUYER APPROVED SELLER TO APPLY ONE (1) COAT BMS 10-11 TYPE I PRIMER PER BAC5736.
I866.000
NORTHROP GRUMMAN APPROVED SELLER TO APPLY PRIMER PER BAC 5736.
I866.001
BUYER APPROVED SELLER TO APPLY PRIMER PER BAC 5736.
I867.000
NORTHROP GRUMMAN APPROVED SELLER TO TAG IDENTIFY PER BAC 5307.
I867.001
BUYER APPROVED SELLER TO TAG IDENTIFY PER BAC 5307.
I868.000
NORTHROP GRUMMAN APPROVED SELLER TO CHECK AND STRAIGHTEN PER BAC 5300.
I868.001
BUYER APPROVED SELLER TO CHECK AND STRAIGHTEN PER BAC 5300.
I868
Clause I868: Buyer approved Seller to check and straighten per BAC 5300.
(11-8-11)
I869.000
BOEING CERTIFIED SELLER IS TO CHEMICAL MILL PER BAC 5772 TYPE I, CHEM MILL
TEMPLATE, AND DRAWING. RHR OF 160 MAX ON CHEMICAL MILLED SURFACES. DRILL TOOL
HOLES AND HANG HOLES IN EXCESS FOR SELLER USE AS REQUIRED (NO INTERNAL HOLES).
SELLER TO OMIT PRIMER AND PAINT REQUIREMENTS. CHEMICAL MILL TO THE LATEST
ENGINEERING DRAWING CHANGES NOTED. ALL CHEMICAL MILL RADII ACCEPTABLE AS
ETCHED. CHEMICAL DEBURRING PER BAC 5772, OPTIONAL TO HAND DEBURRING AS NOTED.
LOCAL IRREGULARITIES OF +/- .03 PERMISSIBLE ON CHEMICAL MILLED EDGES EXCEPT AS
NOTED. IDENTIFY - RUBBER STAMP PART NUMBER PER BAC 5307.
I869
Clause I869: Boeing certified Seller is to chemical mill per BAC 5772 type i, chem mill template, and
drawing. RHR of 160 max on chemical milled surfaces. Drill tool holes and hang holes in excess for
Seller use as required (no internal holes). Seller to omit primer and paint requirements. Chemical mill
to the latest engineering drawing changes noted. All chemical mill radii acceptable as etched.
Chemical deburring per BAC 5772, optional to hand deburring as noted. Local irregularities of +/ .03
permissible on chemical milled edges except as noted. Identify rubber stamp part number per BAC
5307.
(11-8-11)
I870.000
BOEING CERTIFIED SELLER IS TO CHEMICAL MILL PER BAC 5772 TYPE II, CHEM MILL
TEMPLATE, AND DRAWING. RHR OF 63 MAX ON CHEMICAL MILLED SURFACES. DRILL TOOL
HOLES AND HANG HOLES IN EXCESS FOR SELLER USE AS REQUIRED (NO INTERNAL HOLES).
SELLER TO OMIT PRIMER AND PAINT REQUIREMENTS. CHEMICAL MILL TO THE LATEST
ENGINEERING DRAWING CHANGES NOTED. ALL CHEMICAL MILL RADII ACCEPTABLE AS
ETCHED. CHEMICAL DEBURRING PER BAC 5772, OPTIONAL TO HAND DEBURRING AS NOTED.
LOCAL IRREGULARITIES OF +/- .03 PERMISSIBLE ON CHEMICAL MILLED EDGES EXCEPT AS
NOTED. IDENTIFY - RUBBER STAMP PART NUMBER PER BAC 5307.
I871.000
QUALITY REQUIREMENTS INVOKED BY THIS PROCUREMENT ARE LOCATED WITHIN BUYER’S
SUPPLIER QUALITY ASSURANCE REQUIREMENTS (SQAR) MANUAL, REVISION IN EFFECT ON
DATE OF PURCHASE ORDER. A COPY OF SQAR CAN BE OBTAINED FROM BUYER OR
BUYER’S WEB SITE WWW.VOUGHT.COM/SUPPLIERS.
I871.001
QUALITY REQUIREMENTS INVOKED BY THIS PROCUREMENT ARE LOCATED WITHIN BUYER’S
SUPPLIER QUALITY ASSURANCE REQUIREMENTS (SQAR) MANUAL, REVISION IN EFFECT ON
DATE OF PURCHASE ORDER. A COPY OF SQAR CAN BE OBTAINED FROM BUYER OR
BUYER’S WEB SITE WWW.VOUGHT.COM/SUPPLIER.
Page 89 of 237
I871.002
QUALITY REQUIREMENTS INVOKED BY THIS PROCUREMENT ARE LOCATED WITHIN BUYER’S
SUPPLIER QUALITY ASSURANCE REQUIREMENTS (SQAR) MANUAL, REVISION IN EFFECT ON
DATE OF PURCHASE ORDER. A COPY OF SQAR CAN BE OBTAINED FROM BUYER OR
BUYER’S WEB SITE WWW.VOUGHT.COM/SUPPLIERS.
I871.003
QUALITY REQUIREMENTS INVOKED BY THIS PROCUREMENT ARE LOCATED WITHIN BUYER’S
SUPPLIER QUALITY ASSURANCE REQUIREMENTS (SQAR) MANUAL, REVISION IN EFFECT ON
DATE OF PURCHASE ORDER. A COPY OF SQAR CAN BE OBTAINED FROM BUYER OR
BUYER’S WEB SITE: HTTP://WWW.VOUGHTAIRCRAFT.COM/SUPPLIERS/ (NOTE: THE WEB
SITE MUST BE ENTERED USING LOWER CASE CHARACTERS).
I871.004
QUALITY REQUIREMENTS INVOKED BY THIS PROCUREMENT ARE LOCATED WITHIN BUYER'S
SUPPLIER QUALITY ASSURANCE REQUIREMENTS (SQAR) MANUAL POSTED ON THE BUYER’S
WEB SITE AT WWW.VOUGHT.COM/SUPPLIERS/ (NOTE: THE WEB SITE MUST BE ENTERED
USING LOWER CASE CHARACTERS). WHEN A NEW REVISION OF SQAR IS POSTED TO
BUYER’S WEB SITE, SELLER SHALL HAVE 60 CALENDAR DAYS FROM THE DATE THE
REVISION IS POSTED ON THE WEB SITE TO COMPLY WITH THE REQUIREMENTS CONTAINED
WITHIN THE LATEST REVISION OF THE SQAR.
I871.005
CLAUSE I871: SELLER SHALL COMPLY WITH THE QUALITY REQUIREMENTS SET FORTH IN
BUYER'S SUPPLIER QUALITY ASSURANCE REQUIREMENTS (SQAR) MANUAL, AS MODIFIED
FROM TIME TO TIME. SELLER SHALL ALSO COMPLY WITH ANY AND ALL REVISIONS TO
BUYER'S SQAR MANUAL AND IT IS SELLER'S OBLIGATION TO MONITOR ANY SUCH
REVISIONS.
BUYER'S SQAR MANUAL IS POSTED ON THE BUYER'S WEB SITE AT
WWW.VOUGHT.COM/SUPPLIERS/ (NOTE: THE WEB SITE MUST BE ENTERED USING LOWER
CASE CHARACTERS).
I872.000
CLAUSE I872: FINAL INSPECTION ON ALL PARTS AND/OR ASSEMBLIES MUST INCLUDE A
DIMENSIONAL INSPECTION AND 100 PERCENT HARDNESS INSPECTION TO BAC5650
REQUIREMENTS AND 100 PERCENT CONDUCTIVITY INSPECTION TO BAC5946
REQUIREMENTS AS APPLICABLE TO THE ALLOY AND ENGINEERING REQUIREMENTS.
HARDNESS AND CONDUCTIVITY INSPECTION IS ONLY REQUIRED FOR THOSE ALLOY
TEMPERS LISTED IN BAC5650 AND BAC5946, RESPECTIVELY.
I872
(11-8-11)
Clause I872: Final inspection on all parts and/or assemblies must include a dimensional inspection
and 100 percent hardness inspection to BAC 5650 requirements and 100 percent conductivity
inspection to BAC 5946 requirements as applicable to the alloy and engineering requirements.
Hardness and conductivity inspection is only required for those alloy tempers listed in BAC 5650 and
BAC 5946, respectively.
I873.000
CLAUSE I873: ALL ITEMS OF THIS ORDER MUST BE 100 PERCENT INSPECTED BY SELLER.
I873
Clause I873: All items of this Order must be 100 percent inspected by Seller.
(11-8-11)
I874.000
PROJECT IDENTIFICATION “IO” REFERENCED IN TABLE 2 OF BUYER’S LATEST REVISION OF
SQAR IS APPLICABLE TO THIS PURCHASE ORDER.
K110.003
INVOICE TO BE APPROVED BY THE FOLLOWING INDIVIDUALS (IN DEPARTMENT NUMBERS
INDICATED): _________ TO SIGNIFY THAT THE MATERIAL WAS RECEIVED AND/OR SERVICES
PERFORMED SATISFACTORILY.
K110
Clause K110: Invoice to be approved by the following individuals (in department numbers indicated):
_________ to signify that the material was received and/or services performed satisfactorily.
(11-8-11)
Page 90 of 237
K154.000
TO CONFIRM THAT MATERIAL WAS RECEIVED
SATISFACTORILY, INVOICE TO BE APPROVED BY: _____
K154
Clause K154: To confirm that material was received and/or services performed satisfactorily, invoice
to be approved by: _____
(11-8-11)
K155.000
INVOICE MUST BE APPROVED BY BUYER.
K156.000
INVOICING INSTRUCTIONS
AND/OR
SERVICES
PERFORMED
THE ORIGINAL INVOICE AND A COPY MUST BE SENT TO NORTHROP GRUMMAN WITH THE
FOLLOWING CERTIFICATION STATEMENT:
"I CERTIFY THAT FROM (MM,DD,YY) TO (MM,DD,YY), (SELLER NAME) FURNISHED SERVICES
SPECIFIED FOR PURCHASE ORDER NUMBER _____ ARE IN ACCORDANCE WITH ALL
APPLICABLE REQUIREMENTS.
I FURTHER CERTIFY THAT THE SERVICES ARE OF THE QUALITY SPECIFIED AND CONFORM IN
ALL RESPECTS WITH THE PURCHASE ORDER REQUIREMENTS."
DATE OF EXECUTION:
SIGNATURE:
TYPED NAME:
TITLE:
K156.001
INVOICING INSTRUCTIONS
THE ORIGINAL INVOICE AND A COPY MUST BE SENT TO BUYER WITH THE FOLLOWING
CERTIFICATION STATEMENT:
"I CERTIFY THAT FROM (MM,DD,YY) TO (MM,DD,YY), (SELLER NAME) FURNISHED SERVICES
SPECIFIED FOR PURCHASE ORDER NUMBER _____ ARE IN ACCORDANCE WITH ALL
APPLICABLE REQUIREMENTS.
I FURTHER CERTIFY THAT THE SERVICES ARE OF THE QUALITY SPECIFIED AND CONFORM IN
ALL RESPECTS WITH THE PURCHASE ORDER REQUIREMENTS."
DATE OF EXECUTION:
SIGNATURE:
TYPED NAME:
TITLE:
K156
Clause K156: Invoicing instructions
(11-8-11)
The original invoice and a copy must be sent to Buyer with the following certification statement:
"I certify that from (mm,dd,yy) to (mm,dd,yy), (Seller name) furnished services specified for Order
number _____ are in accordance with all applicable requirements.
I further certify that the services are of the quality specified and conform in all respects with the Order
requirements."
Date of execution:
Signature:
Typed name:
Title:
K159.000
SHIPPING DOCUMENTS MUST INCLUDE THE FOLLOWING FOR U.S. CUSTOMS USE:
(1)
CONSIGNMENT TO U.S. (_____) AIR FORCE, (_____) NAVY, OR (_____) ARMY IN C/O
Page 91 of 237
BUYER AT BUYER'S DELIVERY ADDRESS:
NORTHROP GRUMMAN CORP.,
INTEGRATED SYSTEMS AND AEROSTRUCTURES SECTOR, _____, CAGE CODE _____,
TRAFFIC OPNS, PHONE _____, M/S _____;
K159.001
(2)
PRIME CONTRACT NO. _____, AND, IF BOA, DELIVERY ORDER NO. _____;
(3)
PURCHASE ORDER OR SUBCONTRACT NO. _____;
(4)
NAME ADDRESS AND PHONE NO. OF BUYER'S AGENT: _____; AND
(5)
ACTIVITY ADDRESS NO. AND ADDRESS OF PRIME CONTRACT ADMINISTRATION
OFFICE (CAO) COGNIZANT OF THE PRIME CONTRACTOR (WHETHER OR NOT BUYER'S
CAO): _____.
SHIPPING DOCUMENTS MUST INCLUDE THE FOLLOWING FOR U.S. CUSTOMS USE:
(1)
CONSIGNMENT TO U.S. (_____) AIR FORCE, (_____) NAVY, OR (_____) ARMY IN C/O
BUYER AT BUYER'S DELIVERY ADDRESS: _____, CAGE CODE _____, TRAFFIC, PHONE
_____, M/S _____;
(2)
PRIME CONTRACT NO. _____, AND, IF BOA, DELIVERY ORDER NO. _____;
(3)
PURCHASE ORDER OR SUBCONTRACT NO. _____;
(4)
NAME ADDRESS AND PHONE NO. OF BUYER'S AGENT: _____; AND
(5)
ACTIVITY ADDRESS NO. AND ADDRESS OF PRIME CONTRACT ADMINISTRATION
OFFICE (CAO) COGNIZANT OF THE PRIME CONTRACTOR (WHETHER OR NOT BUYER'S
CAO): _____.
K159
Clause K159: Shipping documents must include the following for U.S. customs use:
(11-8-11)
(1)
Consignment to U.S. (_____) Air Force, (_____) Navy, or (_____) Army in c/o Buyer at
Buyer's delivery address: _____, cage code _____, traffic, phone _____, m/s _____;
(2)
Prime contract no. _____, and, if BOA, delivery Order no. _____;
(3)
Order or subcontract no. _____;
(4)
Name address and phone no. of Buyer's agent: _____; and
(5)
Activity address no. and address of prime contract administration office (CAO) cognizant of
the prime contractor (whether or not Buyer's CAO): _____.
K165.000
IF DURING NEGOTIATION OF THIS ORDER, SELLER REPORTED ROYALTIES EXCEEDING TWO
HUNDRED AND FIFTY DOLLARS ($250), CLAUSE 52.227-9 OF THE FEDERAL ACQUISITION
REGULATION (FAR) ENTITLED, "REFUND OF ROYALTIES", AS IN EFFECT ON THE DATE OF THE
CONTRACT UNDER WHICH THIS ORDER IS PLACED, IS MADE A PART HEREOF BY THIS
REFERENCE, EXCEPT THAT THE TERMS "CONTRACTING OFFICER" AND "GOVERNMENT"
SHALL MEAN, "BUYER" AND THE TERM "CONTRACTOR" SHALL MEAN, "SELLER".
K166.000
IN ADDITION TO REQUIREMENTS SPECIFIED ELSEWHERE HEREIN, PAYMENT FOR TOOLING
FABRICATED PURSUANT TO THIS ORDER WILL BE MADE UPON BUYER COMPLETING THE
FOLLOWING:
A.
ACCEPTING A REPRESENTATIVE PRODUCTION "FIRST ARTICLE" PART;
B.
PERFORMING A TOOL INSPECTION; AND
C.
ISSUING A "TOOL INSPECTION SYSTEM TOOL REPORT RECORD" FORM.
SELLER SHALL CONTACT BUYER'S TOOL INSPECTION ORGANIZATION, AT (310) 331-4382, TO
SCHEDULE TOOL INSPECTION, AT SELLER'S FACILITY, FOLLOWING RECEIPT OF THE FIRST
ARTICLE ACCEPTED "CERTIFICATION OF INSPECTION". SELLER WILL PROVIDE BUYER AT
LEAST TWENTY FOUR (24) HOURS ADVANCE NOTICE OF NEED FOR TOOL INSPECTION.
Page 92 of 237
K166
(11-8-11)
Clause K166: In addition to requirements specified elsewhere herein, payment for tooling fabricated
pursuant to this Order will be made upon Buyer completing the following:
A.
Accepting a representative production "first article" part;
B.
Performing a tool inspection; and
C.
Issuing a "tool inspection system tool report record" form.
Seller shall contact Buyer's tool inspection organization, at (310) 331-4382, to schedule tool inspection,
at Seller's facility, following receipt of the first article accepted "certification of inspection". Seller will
provide Buyer at least twenty four (24) hours advance notice of need for tool inspection.
K167.000
PRIOR TO EXPORTATION, ONE COPY OF THE REQUIRED CUSTOMS INVOICE SHALL BE
ENCLOSED IN A WATERPROOF ENVELOPE OR WRAPPER, CLEARLY MARKED "CUSTOMS
INVOICE," SECURELY ATTACHED TO THE OUTSIDE OF THE NUMBER 1 SHIPPING CONTAINER
IN EACH SHIPMENT. FOR SHIPMENT TO THE U.S., SELLER'S INVOICE MAY BE USED AS THE
CUSTOMS INVOICE IF IT MEETS U.S. CUSTOMS SERVICE REQUIREMENTS, BUT IT MUST BE
MARKED "INVOICE FOR CUSTOMS PURPOSES ONLY". AT THE TIME OF SHIPMENT OF THE
ARTICLES ORDERED HEREIN, SELLER SHALL FORWARD VIA AIR MAIL COPIES OF
COMMERCIAL INVOICES, AND BILLS OF LADING COVERING EACH SHIPMENT MARKED TO THE
ATTENTION OF BUYER'S "TRAFFIC DEPARTMENT".
EACH UNIT CONTAINER (INDIVIDUAL PART BOX OR OTHER INNERMOST PACKAGE), EACH
INTERMEDIATE CONTAINER, AND EACH SHIPPING CONTAINER (SHIPPING BOX, CRATE OR
OTHER OUTERMOST PACKAGE) IN EACH SHIPMENT SHALL BE MARKED CLEARLY IN ENGLISH.
THE NUMBER 1 SHIPPING CONTAINER IN EACH SHIPMENT SHALL CONTAIN ONE COPY IN
ENGLISH OF (1) A PACKING LIST LISTING THE CONTENTS OF THE ENTIRE SHIPMENT AND (2)
ANY TEST REPORTS SPECIFIED IN THE APPLICABLE SPECIFICATIONS.
THE ORDER PRICE INCLUDES THE COST OF PREPARING AND PACKING FOR SHIPMENT,
CONTAINER MARKING, AND FURNISHING PACKING LISTS AND TEST REPORTS.
K167
(11-8-11)
Clause K167: Prior to exportation, one copy of the required customs invoice shall be enclosed in a
waterproof envelope or wrapper, clearly marked "customs invoice," securely attached to the outside of
the number 1 shipping container in each shipment. For shipment to the U.S., Seller's invoice may be
used as the customs invoice if it meets U.S. customs service requirements, but it must be marked
"invoice for customs purposes only". At the time of shipment of the articles ordered herein, Seller shall
forward via air mail copies of commercial invoices, and bills of lading covering each shipment marked
to the attention of Buyer's "traffic department".
Each unit container (individual part box or other innermost package), each intermediate container, and
each shipping container (shipping box, crate or other outermost package) in each shipment shall be
marked clearly in English.
The number 1 shipping container in each shipment shall contain one copy in English of (1) a packing
list listing the contents of the entire shipment and (2) any test reports specified in the applicable
specifications.
The Order price includes the cost of preparing and packing for shipment, container marking, and
furnishing packing lists and test reports.
K301.000
REMITTANCE INSTRUCTIONS: SELLER’S INVOICE(S) MUST INCLUDE: COMPLETE PURCHASE
ORDER NUMBER (INCLUDING SUFFIX), PURCHASE ORDER ITEM NUMBER(S), PART
NUMBER(S), PART SERIAL NUMBER(S) (IF SERIALIZED), UNIT OF MEASURE, AND UNIT PRICE.
MAIL ORIGINAL INVOICE TO:
VOUGHT AIRCRAFT INDUSTRIES, INC.
ATTN: A/P, M/S 49-55
P.O. BOX 655907
DALLAS, TX 75265-5907
Page 93 of 237
K301.001
REMITTANCE INSTRUCTIONS: SELLER’S INVOICE(S) MUST INCLUDE: COMPLETE PURCHASE
ORDER NUMBER (INCLUDING SUFFIX), PURCHASE ORDER ITEM NUMBER(S), PART
NUMBER(S), PART SERIAL NUMBER(S) (IF SERIALIZED), UNIT OF MEASURE, AND UNIT PRICE.
MAIL ORIGINAL INVOICE TO:
VOUGHT AIRCRAFT INDUSTRIES, INC.
ATTN: A/P, M/S 220-55
P.O. BOX 655907
DALLAS, TX 75265-5907
K301.002
REMITTANCE INSTRUCTIONS: SELLER’S INVOICE(S) MUST INCLUDE: COMPLETE PURCHASE
ORDER NUMBER (INCLUDING SUFFIX), PURCHASE ORDER ITEM NUMBER(S), PART
NUMBER(S), PART SERIAL NUMBER(S) (IF SERIALIZED), UNIT OF MEASURE, AND UNIT PRICE.
MAIL ORIGINAL INVOICE TO:
VOUGHT AIRCRAFT INDUSTRIES, INC.
ATTN: A/P, M/S 220-12
P.O. BOX 655907
DALLAS, TX 75265-5907
K301.005
REMITTANCE INSTRUCTIONS: SELLER'S INVOICE(S) MUST INCLUDE: COMPLETE PURCHASE
ORDER NUMBER (INCLUDING SUFFIX), PURCHASE ORDER ITEM NUMBER(S), PART
NUMBER(S), PART SERIAL NUMBER(S) (IF SERIALIZED), UNIT OF MEASURE, AND UNIT PRICE.
MAIL ORIGINAL INVOICE TO:
TRIUMPH AEROSTRUCTURES - VOUGHT AIRCRAFT DIVISION
ATTN: A/P, M/S 220-12
P.O. BOX 655907
DALLAS, TX 75265-5907
TRIUMPH AEROSTRUCTURES, LLC DBA TRIUMPH AEROSTRUCTURES - VOUGHT AIRCRAFT
DIVISION IS THE SUCCESSOR TO VOUGHT AIRCRAFT INDUSTRIES, INC. ANY AND ALL
REFERENCES TO VOUGHT AIRCRAFT INDUSTRIES, INC. ("VOUGHT") ANYWHERE ON OR IN
THIS PURCHASE ORDER OR ANY DOCUMENT REFERENCED HEREIN SHALL BE DEEMED TO
REFER TO TRIUMPH AEROSTRUCTURES - VOUGHT AIRCRAFT DIVISION.
K305.000
REMITTANCE INSTRUCTIONS: SELLER’S INVOICE(S) MUST INCLUDE: COMPLETE PURCHASE
ORDER NUMBER (INCLUDING SUFFIX), PURCHASE ORDER ITEM NUMBER(S), PART
NUMBER(S), PART SERIAL NUMBER(S) (IF SERIALIZED), UNIT OF MEASURE, AND UNIT PRICE.
MAIL ORIGINAL INVOICE TO:
VOUGHT AIRCRAFT INDUSTRIES, INC.
ATTN: ACCOUNTS PAYABLE
3455 AIR FRAME DR.
BUILDING 100
NORTH CHARLESTON, SC 29418
K305.001
REMITTANCE INSTRUCTIONS: SELLER’S INVOICE(S) MUST INCLUDE: COMPLETE PURCHASE
ORDER NUMBER (INCLUDING SUFFIX), PURCHASE ORDER ITEM NUMBER(S), PART
NUMBER(S), PART SERIAL NUMBER(S) (IF SERIALIZED), UNIT OF MEASURE, AND UNIT PRICE.
MAIL ORIGINAL INVOICE TO:
VOUGHT AIRCRAFT INDUSTRIES, INC.
ATTN: A/P, M/S 220-55
Page 94 of 237
P.O. BOX 655907
DALLAS, TX 75265-5907
K305.002
REMITTANCE INSTRUCTIONS: SELLER’S INVOICE(S) MUST INCLUDE: COMPLETE PURCHASE
ORDER NUMBER (INCLUDING SUFFIX), PURCHASE ORDER ITEM NUMBER(S), PART
NUMBER(S), PART SERIAL NUMBER(S) (IF SERIALIZED), UNIT OF MEASURE, AND UNIT PRICE.
MAIL ORIGINAL INVOICE TO:
VOUGHT AIRCRAFT INDUSTRIES, INC.
ATTN: A/P, M/S 220-12
P.O. BOX 655907
DALLAS, TX 75265-5907
L117.000
THIS IS A NOT-TO-EXCEED (NTE) PURCHASE ORDER. ANY PRICES SHOWN ARE "NOT-TOEXCEED" CEILING PRICES SUBJECT TO DOWNWARD REVISION ONLY UNLESS OTHERWISE
PROVIDED HEREIN. ALL OTHER CONDITIONS ARE FIRM EXCEPT AS MAY BE OTHERWISE
INDICATED HEREIN. SELLER AGREES TO NEGOTIATE IN GOOD FAITH TO REACH A FIRM
AGREEMENT ON PRICE AND OTHER TO-BE-NEGOTIATED (TBN) CONDITIONS. A _____ TYPE
DEFINITIVE CONTRACT IS CONTEMPLATED. TO ACCOMPLISH THIS RESULT, THE SELLER
AGREES TO ENTER INTO NEGOTIATION PROMPTLY WITH THE BUYER. THE TARGET DATE FOR
DEFINITIZATION OF THIS CONTRACT IS _____.
L117.002
THIS IS A NOT-TO-EXCEED (NTE) PURCHASE ORDER. ANY PRICES SHOWN ARE "NOT-TOEXCEED" CEILING PRICES SUBJECT TO DOWNWARD REVISION ONLY UNLESS OTHERWISE
PROVIDED HEREIN. ALL OTHER CONDITIONS ARE FIRM EXCEPT AS MAY BE OTHERWISE
INDICATED HEREIN. SELLER AGREES TO NEGOTIATE IN GOOD FAITH TO REACH A FIRM
AGREEMENT ON PRICE AND OTHER TO-BE-NEGOTIATED (TBN) CONDITIONS. A _____ TYPE
DEFINITIVE CONTRACT IS CONTEMPLATED. TO ACCOMPLISH THIS RESULT, THE SELLER
AGREES TO ENTER INTO NEGOTIATION PROMPTLY WITH THE BUYER. THE TARGET DATE FOR
DEFINITIZATION OF THIS CONTRACT IS _____.
L117.003
THIS IS A NOT-TO-EXCEED (NTE) PURCHASE ORDER. ANY PRICES SHOWN ARE "NOT-TOEXCEED" CEILING PRICES SUBJECT TO DOWNWARD REVISION ONLY UNLESS OTHERWISE
PROVIDED HEREIN. ALL OTHER CONDITIONS ARE FIRM EXCEPT AS MAY BE OTHERWISE
INDICATED HEREIN. SELLER AGREES TO NEGOTIATE IN GOOD FAITH TO REACH A FIRM
AGREEMENT ON PRICE AND OTHER TO-BE-NEGOTIATED (TBN) CONDITIONS. A _____ TYPE
DEFINITIVE CONTRACT IS CONTEMPLATED. TO ACCOMPLISH THIS RESULT, SELLER AGREES
TO ENTER INTO NEGOTIATION PROMPTLY WITH BUYER. THE TARGET DATE FOR
DEFINITIZATION OF THIS CONTRACT IS _____.
NOTWITHSTANDING PRICES OR ANY OTHER PROVISION AS AGREED UPON AND STATED
HEREIN, IF THIS ORDER IS TERMINATED, BUYER SHALL NOT BE OBLIGATED TO PAY SELLER
FOR PERFORMANCE OF WORK HEREUNDER IN AN AMOUNT EXCEEDING $_____ (OR SUCH
OTHER AMOUNT AS BUYER MAY HEREAFTER SPECIFY IN WRITING) FOR ALL COST AND
PROFIT, INCLUDING SUBCONTRACT, VENDOR, AND SETTLEMENT COST, WHICH MAY BE
ALLOWED HEREUNDER. SELLER WILL NOT BE BOUND TO CONTINUE PERFORMANCE
HEREUNDER IF SUCH PERFORMANCE WOULD CAUSE THE AMOUNT EXPENDED BY SELLER,
TOGETHER WITH A REASONABLE ALLOWANCE FOR PROFIT, TO EXCEED SUCH LIMITATION. IF
SELLER BELIEVES AN INCREASE IN SUCH LIMITATION IS NECESSARY, WITHIN 60 DAYS,
SELLER SHALL NOTIFY BUYER, PROPOSING A NEW LIMITATION FIGURE AND GIVING
APPROPRIATE SUPPORTING DATA, SO BUYER MAY, AT ITS DISCRETION, INCREASE SUCH
LIMITATION. SELLER SHALL PROCEED WITH PERFORMANCE IN A SEQUENTIAL AND ORDERLY
MANNER, TO AFFORD BEST OVERALL ECONOMICS AND LOWEST COST CONSIDERING
PROGRAM REQUIREMENTS.
L117.004
PRICES SHOWN ARE “NOT-TO-EXCEED” CEILING PRICES SUBJECT TO DOWNWARD REVISION
ONLY UNLESS OTHERWISE PROVIDED HEREIN. ALL OTHER CONDITIONS ARE FIRM EXCEPT
Page 95 of 237
AS MAY BE OTHERWISE INDICATED HEREIN.
BY ACCEPTANCE, SELLER AGREES TO (1) SUBMIT A PRICING PROPOSAL AND (2) NEGOTIATE
THE TERMS AND PROVISIONS OF A DEFINITIVE ORDER IN ACCORDANCE WITH THE
SCHEDULES SET FORTH BELOW. THE ORDER SHALL INCLUDE ALL PROVISIONS REQUIRED
BY LAW, AND THE BUYER'S CONTRACT.
TARGET FOR PROPOSAL_____
TARGET FOR FACTFIND_______
TARGET FOR NEGOTIATION_____
TARGET FOR DEFINITIZATION_____
A ______ TYPE DEFINITIVE ORDER IS CONTEMPLATED.
NOTWITHSTANDING PRICES OR ANY OTHER PROVISION AS AGREED UPON AND STATED
HEREIN, THE MAXIMUM AMOUNT FOR WHICH BUYER SHALL BE LIABLE IF THIS ORDER IS
TERMINATED IS $_______ (OR SUCH OTHER AMOUNT AS BUYER MAY HEREAFTER SPECIFY IN
WRITING FOR ALL COST AND PROFIT, INCLUDING SUBCONTRACT, VENDOR, AND
SETTLEMENT COST, WHICH MAY BE ALLOWED HEREUNDER). ANY EXPENDITURE OR
OBLIGATION BY SELLER IN EXCESS OF THAT AMOUNT SHALL BE AT SELLER’S OWN RISK.
SELLER WILL NOT BE BOUND TO CONTINUE PERFORMANCE HEREUNDER IF SUCH
PERFORMANCE WOULD CAUSE THE AMOUNT TO BE EXPENDED, TOGETHER WITH A
REASONABLE ALLOWANCE FOR PROFIT, TO EXCEED SUCH LIMITATION. IF SELLER BELIEVES
AN INCREASE IN SUCH LIMITATION IS NECESSARY, SELLER SHALL NOTIFY BUYER WITHIN 60
DAYS PROPOSING A NEW LIMITATION FIGURE AND GIVING APPROPRIATE SUPPORTING DATA,
SO BUYER MAY, AT ITS DISCRETION, INCREASE SUCH LIMITATION.
L117.005
CLAUSE L117: PRICES SHOWN ARE "NOT-TO-EXCEED" CEILING PRICES SUBJECT TO
DOWNWARD REVISION ONLY UNLESS OTHERWISE PROVIDED HEREIN. ALL OTHER
CONDITIONS ARE FIRM EXCEPT AS MAY BE OTHERWISE INDICATED HEREIN.
BY ACCEPTANCE, SELLER AGREES TO (1) SUBMIT A PRICING PROPOSAL AND (2) NEGOTIATE
THE TERMS AND PROVISIONS OF A DEFINITIVE ORDER IN ACCORDANCE WITH THE
SCHEDULES SET FORTH BELOW. THE ORDER SHALL INCLUDE ALL PROVISIONS REQUIRED
BY LAW AND THE BUYER'S CONTRACT.
TARGET FOR PROPOSAL ____________
TARGET FOR FACTFIND ____________
TARGET FOR NEGOTIATION ____________
TARGET FOR DEFINITIZATION ___________
A ^ TYPE DEFINITIVE ORDER IS CONTEMPLATED.
NOTWITHSTANDING PRICES OR ANY OTHER PROVISION AS AGREED UPON AND STATED
HEREIN, THE MAXIMUM AMOUNT FOR WHICH BUYER SHALL BE LIABLE IF THIS ORDER
IS TERMINATED IS $ ____________ (OR SUCH OTHER AMOUNT AS BUYER MAY IS TERMINATED
IS $ ______________ (OR SUCH OTHER AMOUNT AS BUYER MAY HEREAFTER SPECIFY IN
WRITING FOR ALL COST AND PROFIT, INCLUDING SUBCONTRACT, VENDOR, AND
SETTLEMENT COST, WHICH MAY BE ALLOWED HEREUNDER). ANY EXPENDITURE OR
OBLIGATION BY SELLER IN EXCESS OF THAT AMOUNT SHALL BE AT SELLER'S OWN RISK.
SELLER WILL NOT BE BOUND TO CONTINUE PERFORMANCE HEREUNDER IF SUCH
PERFORMANCE WOULD CAUSE THE AMOUNT TO BE EXPENDED, TOGETHER WITH A
REASONABLE ALLOWANCE FOR PROFIT, TO EXCEED SUCH LIMITATION. IF SELLER BELIEVES
AN INCREASE IN SUCH LIMITATION IS NECESSARY, SELLER SHALL NOTIFY BUYER WITHIN 60
DAYS PROPOSING A NEW LIMITATION FIGURE AND GIVING APPROPRIATE SUPPORTING DATA,
SO BUYER MAY, AT ITS DISCRETION, INCREASE SUCH LIMITATION.
L117
Clause L117: Prices shown are "not-to-exceed" ceiling prices subject to downward revision only
unless otherwise provided herein. All other conditions are firm except as may be otherwise indicated
Page 96 of 237
(11-8-11)
herein. By acceptance, Seller agrees to (1) submit a pricing proposal and (2) negotiate the terms and
provisions of a definitive order in accordance with the schedules set forth below. The order shall
include all provisions required by law and the Buyer's contract.
Target for proposal ____________
Target for factfind ____________
Target for negotiation ____________
Target for definitization ___________
A ____________ type definitive order is contemplated. Notwithstanding prices or any other provision
as agreed upon and stated herein, the maximum amount for which Buyer shall be liable if this Order is
terminated is $ ______________ (or such other amount as Buyer may hereafter specify in writing for
all cost and profit, including subcontract, vendor, and settlement cost, which may be allowed
hereunder). Any expenditure or obligation by Seller in excess of that amount shall be at Seller's own
risk.
Seller will not be bound to continue performance hereunder if such performance would cause the
amount to be expended, together with a reasonable allowance for profit, to exceed such limitation. If
Seller believes an increase in such limitation is necessary, Seller shall notify Buyer within 60 days
proposing a new limitation figure and giving appropriate supporting data, so Buyer may, at its
discretion, increase such limitation.
L118.000
BUYER'S ACTUAL NEED DATE FOR ITEM(S) _____ OF THIS ORDER IS _____. HOWEVER,
SCHEDULE DATE AS SHOWN HAS BEEN AGREED TO BY BUYER AND SELLER AS BEST EFFORT
AT THIS TIME; THEREFORE, EARLY DELIVERY ON OR AFTER ___________ WILL BE ACCEPTED.
IN NO EVENT, WILL THE ACTUAL SHIP DATE BE LATER THAN THAT AGREED. THIS NOTE SHALL
SUPERSEDE AND TAKE PRECEDENCE OVER ANY CONFLICTING SCHEDULE OR DELIVERY
NOTE OR INSTRUCTION ELSEWHERE IN THIS ORDER, INCLUDING NOTE 11R.
L118.001
SCHEDULED SHIP DATE(S) IDENTIFIED IN THIS PURCHASE ORDER HAVE BEEN AGREED TO BY
BUYER AND SELLER AND REPRESENT SELLER’S BEST EFFORT AT THIS TIME. ACCEPTABLE
EARLIER SHIP DATE(S) ARE IDENTIFIED HEREIN BELOW. EARLY SHIPMENT ON OR AFTER
THESE IDENTIFIED EARLIER SHIP DATES WILL BE ACCEPTED. IN NO EVENT WILL THE ACTUAL
SHIP DATE BE LATER THAN THAT AGREED. THIS NOTE SHALL SUPERSEDE AND TAKE
PRECEDENCE OVER ANY CONFLICTING SCHEDULE OR DELIVERY NOTE OR INSTRUCTION
ELSEWHERE IN THIS PURCHASE ORDER, INCLUDING BUYER’S AUTOMATED PURCHASE
ORDER RESCHEDULE SYSTEM (STANDARD NOTE S115) WHEN APPLICABLE.
________________
________________
L119.000
SELLER IS HEREBY AUTHORIZED TO PURCHASE THE RAW MATERIAL REQUIRED TO
FABRICATE THE PARTS LISTED ON THIS PURCHASE ORDER (P.O.). SELLER IS NOT
AUTHORIZED TO MANUFACTURE PARTS UNTIL THE ENGINEERING/PLANNING IS RELEASED
THROUGH BUYER’S SUPPLIER WEB PORTAL.
THIS IS AN UNPRICED ORDER. THE UNIT AND TOTAL PRICES SET FORTH IN THIS ORDER
ARE ESTIMATED AMOUNTS ONLY FOR THE PURCHASE OF RAW MATERIAL AND CONSTITUTE
A MONETARY LIMITATION OF BUYER’S LIABILITY HEREUNDER. IN THE EVENT THAT THIS
ORDER IS TERMINATED, BUYER SHALL NOT BE OBLIGATED TO PAY SELLER FOR
PERFORMANCE OF WORK HEREUNDER IN AN AMOUNT EXCEEDING THE TOTAL PRICE
HEREOF. SELLER WILL NOT BE BOUND TO CONTINUE PERFORMANCE HEREUNDER IF SUCH
PERFORMANCE WOULD CAUSE THE COST INCURRED BY SELLER TO EXCEED SUCH
LIMITATION. IF AT ANY TIME SELLER BELIEVES AN INCREASE IN SUCH LIMITATION IS
NECESSARY, SELLER SHALL NOTIFY BUYER, PROPOSING A NEW LIMITATION, AND
PROVIDING APPROPRIATE SUPPORTING DATA SO BUYER MAY, AT ITS DISCRETION,
INCREASE SUCH LIMITATION. ALL OTHER TERMS AND CONDITIONS OF THIS ORDER ARE
FIRM EXCEPT AS MAY BE OTHERWISE INDICATED HEREIN. FIRM-FIXED UNIT PRICES,
TOOLING, AND OTHER NON-RECURRING PRICES WILL BE NEGOTIATED AND THIS ORDER
WILL BE DEFINITIZED AFTER SELLER’S RECEIPT OF THE RELEASED
ENGINEERING/PLANNING.
Page 97 of 237
UPON RECEIPT OF ENGINEERING/PLANNING ON EACH PART NUMBER, SELLER SHALL:
A)
PROVIDE TO BUYER A DETAILED PRICE AND DELIVERY SCHEDULE PROPOSAL FOR
EACH PART NUMBER LISTED ON THIS ORDER.
B)
COMMENCE THE MANUFACTURE OF THE PARTS TO MEET REQUIRED SCHEDULES.
UPON AGREEMENT BETWEEN BUYER AND SELLER ON PRICE AND SCHEDULE, BUYER
SHALL ISSUE A CHANGE ORDER TO DEFINITIZE THE P.O.
L119
(5-7-12)
Clause L119: Seller is hereby authorized to purchase the raw material required to fabricate the parts
listed on this Order. Seller is not authorized to manufacture parts until the engineering/planning is
released through Buyer’s Supplier Portal.
This is an un-priced Order. The unit and total prices set forth in this Order are estimated amounts only
for the purchase of raw material and constitute a monetary limitation of Buyer’s liability hereunder. In
the event that this Order is terminated, Buyer shall not be obligated to pay Seller for performance of
work hereunder in an amount exceeding the total price hereof. Seller will not be bound to continue
performance hereunder if such performance would cause the cost incurred by Seller to exceed such
limitation. If at any time Seller believes an increase in such limitation is necessary, Seller shall notify
Buyer, proposing a new limitation, and providing appropriate supporting data so Buyer may, at its
discretion, increase such limitation. All other terms and conditions of this Order are firm except as may
be otherwise indicated herein. Firm-fixed unit prices, tooling, and other non-recurring prices will be
negotiated and this Order will be definitized after Seller’s receipt of the released engineering/planning.
Upon receipt of engineering/planning on each part number, Seller shall:
A)
Provide to Buyer a detailed price and delivery schedule proposal for each part number listed
on this Order.
B)
Commence the manufacture of the parts to meet required schedules.
Upon agreement between Buyer and Seller on price and schedule, Buyer shall issue a change order to
definitize the Order.
L121.000
CLAUSE L121: THIS PURCHASE ORDER IS ISSUED WITH A NOT-TO-EXCEED (NTE) PRICE
BASED ON SELLER’S PROPOSED PRICING. THE NTE PRICE IS SUBJECT TO DOWNWARD
REVISION UPON COMPLETION OF PRICE NEGOTIATIONS BETWEEN BUYER AND SELLER.
THE PARTIES AGREE TO NEGOTIATE IN GOOD FAITH TO REACH A PRICING AGREEMENT
FOR THE 787 PROGRAM TO REPLACE THE NTE PRICING. UPON COMPLETION OF PRICE
NEGOTIATIONS, BUYER AND SELLER WILL AGREE ON RECONCILIATION OF ALL PURCHASE
ORDERS COVERING PREVIOUS DELIVERIES AND FUTURE DELIVERIES TO REFLECT THE
AGREED UPON 787 PRICING. ALL OTHER TERMS AND CONDITIONS OF THE 787 MASTER
AGREEMENT BETWEEN THE PARTIES REMAIN IN FULL FORCE AND EFFECT.
L131.000
PRICING SET FORTH HEREIN COVERS A PRODUCTION RATE OF _____ TO _____ SHIPSETS A
MONTH. "SHIPSET" MEANS THE TOTAL SET OF PRODUCTS PROVIDED BY SELLER
HEREUNDER NECESSARY FOR THE PRODUCTION OF ONE AIRCRAFT.
L131
Clause L131: Pricing set forth herein covers a production rate of _____ to _____ ship sets a month.
"ship set" means the total set of products provided by Seller hereunder necessary for the production of
one aircraft.
(11-8-11)
L132.000
THIS ORDER IS ISSUED IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF BLANKET
PURCHASE ORDER (BPO) NO. _____ AND CONSTITUTES A RELEASE UNDER THE BPO.
L133.000
THIS ORDER IS SUBJECT TO THE APPLICABLE TERMS AND CONDITIONS REFERENCED BY
STANDARD NOTES LISTED HEREIN AND TO THE ELECTRONIC COMMUNICATIONS AGREEMENT
BETWEEN BUYER AND SELLER.
L134.000
ECONOMIC PRICE ADJUSTMENT.
A.
PRICES QUOTED ARE BASED ON CURRENT MARKET CONDITIONS AND
MANUFACTURER'S COSTS. THESE PRICES ARE SUBJECT TO A POSSIBLE
Page 98 of 237
INCREASE/DECREASE WITH THIRTY (30) DAYS WRITTEN NOTICE TO BUYER FROM
SELLER. REQUEST FOR ECONOMIC PRICE ADJUSTMENT WILL ONLY BE PERMITTED
ONCE IN ANY THIRTY (30) DAY PERIOD.
B.
SELLER SHALL PROVIDE A LETTER FROM THE MANUFACTURER INFORMING SELLER
OF THE INCREASE/DECREASE, AND DISCLOSING THE MANUFACTURER'S
PRICE/PERCENTAGE INCREASE/DECREASE TO SELLER. SELLER SHALL PROVIDE THE
LETTER TO BUYER WHEN NOTICE IS GIVEN PER PARAGRAPH A ABOVE. BUYER AND
SELLER SHALL ADJUST PRICES TO BECOME EFFECTIVE AT THE EXPIRATION OF THE
THIRTY (30) DAYS. IF NEW PRICES ARE DETERMINED UNREASONABLE, AT BUYER'S
SOLE DISCRETION, BUYER RESERVES THE RIGHT TO CANCEL THIS ORDER AS OF
THE EFFECTIVE DATE OF THE INCREASE. BUYER CANNOT BE HELD RESPONSIBLE
FOR SELLER'S INVENTORY. THE AMOUNT OF INCREASE, IF ANY, TO BUYER SHALL
NOT EXCEED THE MANUFACTURER'S PRICE/PERCENTAGE INCREASE TO SELLER.
C.
BUYER SHALL ADJUST THE UNIT PRICES OF AFFECTED LINE ITEMS OF THIS ORDER
AND THE ORDER SHALL BE MODIFIED ACCORDINGLY BY ISSUANCE OF A CHANGE
ORDER, PROVIDED: (1) ANY INCREASE/DECREASE IN UNIT PRICE SHALL APPLY ONLY
TO THOSE QUANTITIES ORDERED ON OR AFTER THE EFFECTIVE DATE OF THE
INCREASE/DECREASE. (2) SUCH INCREASED/DECREASED UNIT PRICE SHALL NOT
APPLY TO QUANTITIES ORDERED BEFORE THE EFFECTIVE DATE OF THE
INCREASE/DECREASE, DETERMINED AS PROVIDED BY PARAGRAPH B ABOVE.
D.
ANY CHANGES TO THIS ORDER UNDER THE "CHANGES" CLAUSE, HEREOF, OR BY
MUTUAL AGREEMENT OF BUYER AND SELLER, SHALL TO THE EXTENT THAT SUCH
CHANGES HAVE ANY EFFECT ON PRICE, BE NEGOTIATED BASED ON THE PRICE THEN
IN EFFECT AND SHALL NOT TAKE INTO ACCOUNT ANY ADJUSTMENT FACTOR."
L134
Clause L134: Economic Price Adjustment.
(11-8-11)
A.
Prices quoted are based on current market conditions and manufacturer's costs. These
prices are subject to a possible increase/decrease with thirty (30) days written notice to Buyer from
Seller. Request for economic price adjustment will only be permitted once in any thirty (30) day period.
B.
Seller shall provide a letter from the manufacturer informing Seller of the increase/decrease,
and disclosing the manufacturer's price/percentage increase/decrease to Seller. Seller shall provide
the letter to Buyer when notice is given per paragraph A above. Buyer and Seller shall adjust prices to
become effective at the expiration of the thirty (30) days. If new prices are determined unreasonable,
at Buyer's sole discretion, Buyer reserves the right to cancel this Order as of the effective date of the
increase. Buyer cannot be held responsible for Seller's inventory. The amount of increase, if any, to
Buyer shall not exceed the manufacturer's price/percentage increase to Seller.
C.
Buyer shall adjust the unit prices of affected line items of this Order and the Order shall be
modified accordingly by issuance of a change order, provided: (1) any increase/decrease in unit price
shall apply only to those quantities ordered on or after the effective date of the increase/decrease, and
(2) such increased/decreased unit price shall not apply to quantities ordered before the effective date
of the increase/decrease, determined as provided by paragraph B above.
D.
Any changes to this Order under the "Changes" clause, hereof, or by mutual agreement of
Buyer and Seller, shall to the extent that such changes have any effect on price, be negotiated based
on the price then in effect and shall not take into account any adjustment factor."
L138.000
BID THE CASTING AS CONFIGURED, IN ACCORDANCE WITH ALL DRAWINGS AND
SPECIFICATIONS, AND AS FEASIBLE, SEPARATELY SUBMIT AN ALTERNATE BID, CONSIDERING
ENGINEERING ALTERNATIVES, THAT LOWER THE PRICE. MULTIPLE ALTERNATE PROPOSALS
ARE ACCEPTABLE, IF APPROPRIATE.
L138
Bid the casting as configured, in accordance with all drawings and specifications, and as feasible,
separately submit an alternate bid, considering engineering alternatives, that lower the price. Multiple
alternate proposals are acceptable, if appropriate.
(11-8-11)
L139.000
A REQUEST FOR POSTPONEMENT OF A CLOSING DATE MUST BE MADE IN WRITING
(TELEGRAM ACCEPTABLE). IF GRANTED, ALL BIDDERS WILL BE NOTIFIED OF THE EXTENSION
IN WRITING.
Page 99 of 237
L139.001
A REQUEST FOR POSTPONEMENT OF A CLOSING DATE MUST BE MADE IN WRITING. IF
GRANTED, ALL BIDDERS WILL BE NOTIFIED OF THE EXTENSION IN WRITING.
L141.000
SUBMITTAL OF BIDS BY ANY MEANS OTHER THAN SEALED ENVELOPE/PACKAGE MAY
DISQUALIFY BIDDER.
L142.000
SUBCONTRACTING PLAN:
IF CLASSIFIED AS A LARGE BUSINESS, SELLER SHALL SUBMIT WITH HIS PROPOSAL A
SUBCONTRACTING PLAN IN CONSONANCE WITH FAR 52.219-9. SUCH PLAN SHALL INCLUDE,
AS A MINIMUM, THE REQUIREMENTS OF PARAGRAPH (D) THEREOF.
L143.000
RFQ ONLY
IN RESPONDING TO THIS REQUEST FOR QUOTE (RFQ) SELLER IS TO CONSIDER ANY
UNDELIVERED QUANTITIES ON OPEN ORDERS AND BID PRICES FOR THOSE QUANTITIES IN
COMBINATION WITH THE QUANTITIES IN THIS RFQ ON AN ADD-ON BASIS.
L143
(11-8-11)
L144.000
In responding to this request for quote (RFQ) Seller is to consider any undelivered quantities on open
Orders and bid prices for those quantities in combination with the quantities in this RFQ on an add-on
basis.
TO ASSURE THIS REQUEST FOR QUOTATION IS GIVEN FULL CONSIDERATION, PERFORM THE
FOLLOWING:
1.
INCLUDE QUOTE NUMBER AND THE BID DUE DATE IN ALL SUBMISSIONS.
2.
SUBMIT BIDS IN A SEALED ENVELOPE OR PACKAGE TO THE ADDRESS SHOWN ON
THE ENCLOSED RETURN ENVELOPE.
3.
WHEN POSSIBLE INSERT AND MAIL YOUR BID IN THE BID ENVELOPE PROVIDED. IF A
LARGER ENVELOPE OR PACKAGE IS REQUIRED, USE THE ENVELOPE AS AN
ADDRESS LABEL.
4.
BRING HAND DELIVERIES TO "DROP BOX" AT 9314 WEST JEFFERSON BLVD., DALLAS,
TEXAS 75211.
5.
U. S. POSTAL EXPRESS SERVICE - SEND TO P. O. BOX 655907, DALLAS, TX 75265-5907.
INSERT BID ENVELOPE IN SLEEVE OR ATTACH TO PACKAGE.
6.
COMMERCIAL EXPRESS SERVICE - SEND TO 9314 WEST JEFFERSON, DALLAS, TEXAS
75211.
7.
TELEPHONE FACSIMILE - SEND TO (972) 946-3740. TRANSMIT YOUR DATA ON THE BID
FORM. IN ORDER TO REDUCE PROCESSING TIME AND COST, BIDDER NEED ONLY
RETURN/SUBMIT THE FOLLOWING: A COVER SHEET; PRICING AND/OR SIGNATURE
PAGES; AND EXCEPTIONS, IF ANY, TO BID PROVISIONS. ANY PAGES NOT RETURNED
WITH ANNOTATIONS SHALL BE DEEMED AS ACCEPTED BY BIDDER WITHOUT
CHANGE.
L144
To assure this request for quotation is given full consideration, perform the following:
(11-8-11)
1.
Include quote number and the bid due date in all submissions.
2.
Submit bids in a sealed envelope or package to the address shown on the enclosed return
envelope.
3.
When possible insert and mail your bid in the bid envelope provided. If a larger envelope or
package is required, use the envelope as an address label.
4.
Bring hand deliveries to "drop box" at 9314 West Jefferson blvd., Dallas, Texas 75211.
5.
U. S. Postal express service - send to P.O. Box 655907, Dallas, TX 75265-5907. Insert bid
envelope in sleeve or attach to package.
6.
Commercial express service - send to 9314 West Jefferson, Dallas, Texas 75211.
Page 100 of 237
7.
Telephone facsimile - send to (972) 946-3740. Transmit your data on the bid form. In order
to reduce processing time and cost, bidder need only return/submit the following: a cover sheet;
pricing and/or signature pages; and exceptions, if any, to bid provisions. Any pages not returned with
annotations shall be deemed as accepted by bidder without change.
L145.000
IN ADDITION TO THE PROVISIONS OF TERMS R-1, REQUESTOR RESERVES THE RIGHT TO
AWARD ANY ORDER RESULTING FROM THIS RFQ ON AN ITEM BY ITEM BASIS AS DETERMINED
MOST ADVANTAGEOUS TO REQUESTOR.
L145.001
CLAUSE L145: IN ADDITION TO THE PROVISIONS OF THE TERMS ISSUED WITH THIS RFQ,
REQUESTOR RESERVES THE RIGHT TO AWARD ANY ORDER RESULTING FROM THIS RFQ ON
AN ITEM BY ITEM BASIS AS DETERMINED MOST ADVANTAGEOUS TO REQUESTOR.
L146.000
REQUESTOR INTENDS TO AWARD ANY ORDER RESULTING FROM THIS RFQ ON AN "ALL OR
NONE" BASIS. BID RESPONSES WHICH DO NOT INCLUDE A BID ON ALL ITEMS MAY BE
DEEMED NONRESPONSIVE BY REQUESTOR.
L146
Requestor intends to award any order resulting from this RFQ on an "all or none" basis. Bid responses
which do not include a bid on all items may be deemed nonresponsive by requestor.
(11-8-11)
L147.001
THIS LONG TERM AGREEMENT/PRICING AGREEMENT ("AGREEMENT") IS ISSUED TO
DOCUMENT PRICING AND TERMS AND CONDITIONS APPLICABLE TO THE LONG TERM
AGREEMENT BETWEEN BUYER AND SELLER. DO NOT SHIP OR INVOICE AGAINST THIS
DOCUMENT. AUTHORIZATION TO MAKE PURCHASE ORDER ("PO" OR "ORDER") DELIVERIES
WILL BE PROVIDED BY SEPARATE ORDERS USING BUYER'S STANDARD PO FORM, AS
NEEDED, WHICH SHALL REFERENCE THIS AGREEMENT. THE TERMS AND CONDITIONS OF
ORDERS ISSUED PURSUANT TO THIS AGREEMENT SHALL BE BINDING, EXCEPT AS THEY MAY
CONFLICT WITH PROVISIONS OF THIS AGREEMENT, IN WHICH EVENT THE TERMS AND
CONDITIONS OF THIS AGREEMENT SHALL PREVAIL UNLESS OTHERWISE SPECIFICALLY
NOTED ON THE ORDER.
IN CONSIDERATION OF THE MUTUAL COVENANTS SET FORTH HEREIN, BUYER AND SELLER
AGREE AS FOLLOWS: SELLER AGREES TO SELL TO BUYER THE PRODUCTS AT THE PRICES
IDENTIFIED BELOW. SELLER AGREES THE PRICES LISTED HEREIN SHALL REMAIN FIRM FOR
DELIVERIES FROM THE DATE OF THIS AGREEMENT THROUGH _____. THE ESTIMATED TOTAL
VALUE OF THIS AGREEMENT IS $_____. THE VALUE IS BASED UPON BUYER'S ESTIMATE AS
TO THE AMOUNT OF EACH PRODUCT BUYER WILL REQUIRE FROM SELLER: IN NO EVENT,
HOWEVER, SHALL BUYER BE OBLIGATED TO PURCHASE ANY SPECIFIC QUANTITY OF ANY
PRODUCT FROM SELLER UNTIL SUCH TIME AS AN ORDER IS ISSUED TO SELLER. BUYER'S
PURCHASES HEREUNDER SHALL NOT BE LESS THAN THE TOTAL SUM OF $_____ DURING THE
TERM OF THIS AGREEMENT.
BUYER WILL ALLOW SELLER THE LEAD TIMES ("LT") SPECIFIED IN THE COLUMNS LABELED LT1
BELOW FOR DELIVERY OF THE FIRST ARTICLE AFTER RECEIPT OF ORDER AND/OR MATERIAL
("ARO/ARM") AND LT2 BELOW FOR SUBSEQUENT DELIVERIES ARO/ARM. IF ANY ORDER
ISSUED PURSUANT TO THIS AGREEMENT CALLS FOR DELIVERIES BEYOND THE LAST DAY OF
THIS AGREEMENT AS STATED ABOVE, THE PROVISIONS OF THIS AGREEMENT SHALL REMAIN
VALID AND FULLY APPLICABLE TO SUCH ORDER UNTIL FINAL DELIVERY THEREUNDER;
HOWEVER, DELIVERIES BEYOND THE DATE MUST BE SCHEDULED WITHIN 90 DAYS OF THE
LAST DAY OF THIS AGREEMENT.
NOTICES OR COMMUNICATIONS GIVEN OR REQUIRED UNDER THIS AGREEMENT AND
ORDERS WILL BE IN WRITING AND RECEIVED AT THE FOLLOWING ADDRESSES:
BUYER AT THE ADDRESS ABOVE, ATTN: _____
SELLER AT THE ADDRESS ABOVE, ATTN: _____
IN THE LISTING BELOW, "U/M" MEANS UNIT OF MEASURE; "UP" MEANS UNIT PRICE; "LT1"
MEANS THE LEAD TIME, IN WEEKS, BUYER WILL ALLOW AFTER RECEIPT OF ORDER AND/OR
MATERIAL ("ARO/ARM") FOR DELIVERY OF THE FIRST ARTICLE; "LT2" MEANS THE LEAD TIME,
IN WEEKS, BUYER WILL ALLOW FOR SUBSEQUENT DELIVERIES; AND "N/RP" MEANS
Page 101 of 237
NONRECURRING PRICE."
"PART NUMBERS
L147.002
U/M UP
LT1 LT2 N/RP "
THIS REQUEST FOR QUOTATION/PROPOSAL MAY RESULT IN AWARD OF A LONG TERM
AGREEMENT BETWEEN BUYER AND SELLER. IN THE EVENT A LONG TERM AGREEMENT IS
ENTERED, THE TEXT BELOW WILL BE USED TO DOCUMENT THE RESULTING AGREEMENT.
THIS LONG TERM AGREEMENT/PRICING AGREEMENT (“AGREEMENT”) IS ISSUED TO
DOCUMENT PRICING AND TERMS AND CONDITIONS APPLICABLE TO THE LONG TERM
AGREEMENT BETWEEN BUYER AND SELLER. DO NOT SHIP OR INVOICE AGAINST THIS
DOCUMENT. AUTHORIZATION TO MAKE PURCHASE ORDER (“PO" OR "ORDER") DELIVERIES
WILL BE PROVIDED BY SEPARATE ORDERS USING BUYER’S STANDARD PO FORM, AS
NEEDED, WHICH SHALL REFERENCE THIS AGREEMENT. THE TERMS AND CONDITIONS OF
ORDERS ISSUED PURSUANT TO THIS AGREEMENT SHALL BE BINDING, EXCEPT AS THEY
MAY CONFLICT WITH PROVISIONS OF THIS AGREEMENT, IN WHICH EVENT THE TERMS AND
CONDITIONS OF THIS AGREEMENT SHALL PREVAIL UNLESS OTHERWISE SPECIFICALLY
NOTED ON THE ORDER.
IN CONSIDERATION OF THE MUTUAL COVENANTS SET FORTH HEREIN, BUYER AND SELLER
AGREE AS FOLLOWS: SELLER AGREES TO SELL TO BUYER THE PRODUCTS AT THE PRICES
IDENTIFIED BELOW. SELLER AGREES THE PRICES LISTED HEREIN SHALL REMAIN FIRM FOR
DELIVERIES FROM THE DATE OF THIS AGREEMENT THROUGH ________. THE ESTIMATED
TOTAL VALUE OF THIS AGREEMENT IS $__________. THE VALUE IS BASED UPON BUYER’S
ESTIMATE AS TO THE AMOUNT OF EACH PRODUCT BUYER WILL REQUIRE FROM SELLER: IN
NO EVENT, HOWEVER, SHALL BUYER BE OBLIGATED TO PURCHASE ANY SPECIFIC
QUANTITY OF ANY PRODUCT FROM SELLER UNTIL SUCH TIME AS AN ORDER IS ISSUED TO
SELLER. BUYER’S PURCHASES HEREUNDER SHALL NOT BE LESS THAN THE TOTAL SUM OF
DURING THE TERM OF THIS AGREEMENT.
BUYER WILL ALLOW SELLER THE LEAD TIMES ("LT") SPECIFIED IN THE COLUMNS LABELED
LT1 BELOW FOR DELIVERY OF THE FIRST ARTICLE AFTER RECEIPT OF ORDER AND/OR
MATERIAL (“ARO/ARM") AND LT2 BELOW FOR SUBSEQUENT DELIVERIES ARO/ARM. IF ANY
ORDER ISSUED PURSUANT TO THIS AGREEMENT CALLS FOR DELIVERIES BEYOND THE
LAST DAY OF THIS AGREEMENT AS STATED ABOVE, THE PROVISIONS OF THIS AGREEMENT
SHALL REMAIN VALID AND FULLY APPLICABLE TO SUCH ORDER UNTIL FINAL DELIVERY
THEREUNDER; HOWEVER DELIVERIES BEYOND THE DATE MUST BE SCHEDULED WITHIN 90
DAYS OF THE LAST DAY OF THIS AGREEMENT.
NOTICES OR COMMUNICATIONS GIVEN OR REQUIRED UNDER THIS AGREEMENT AND
ORDERS WILL BE IN WRITING AND RECEIVED AT THE FOLLOWING ADDRESSES:
BUYER AT THE ADDRESS ABOVE, ATTN: ________
SELLER AT THE ADDRESS ABOVE, ATTN: ________
IN THE LISTING BELOW, “U/M” MEANS UNIT OF MEASURE; “UP” MEANS UNIT PRICE; “LT1”
MEANS THE LEAD TIME, IN WEEKS, BUYER WILL ALLOW AFTER RECEIPT OF ORDER AND/OR
MATERIAL (“ARO/ARM”) FOR DELIVERY OF THE FIRST ARTICLE; “LT2” MEANS THE LEAD TIME,
IN WEEKS, BUYER WILL ALLOW FOR SUBSEQUENT DELIVERIES; AND “N/RP” MEANS
NONRECURRING PRICE.
L147.003
THIS REQUEST FOR QUOTATION/PROPOSAL MAY RESULT IN AWARD OF A LONG TERM
AGREEMENT BETWEEN BUYER AND SELLER. IN THE EVENT A LONG TERM AGREEMENT IS
ENTERED, THE TEXT BELOW WILL BE USED TO DOCUMENT THE RESULTING AGREEMENT:
THIS LONG TERM AGREEMENT/PRICING AGREEMENT (“AGREEMENT”) IS ISSUED TO
DOCUMENT PRICING AND TERMS AND CONDITIONS APPLICABLE TO THE LONG TERM
AGREEMENT BETWEEN BUYER AND SELLER. DO NOT SHIP OR INVOICE AGAINST THIS
DOCUMENT. AUTHORIZATION TO MAKE PURCHASE ORDER (“PO" OR "ORDER") DELIVERIES
WILL BE PROVIDED BY SEPARATE ORDERS USING BUYER’S STANDARD PO FORM, AS
NEEDED, WHICH SHALL REFERENCE THIS AGREEMENT. THE TERMS AND CONDITIONS OF
ORDERS ISSUED PURSUANT TO THIS AGREEMENT SHALL BE BINDING, EXCEPT AS THEY
MAY CONFLICT WITH PROVISIONS OF THIS AGREEMENT, IN WHICH EVENT THE TERMS AND
CONDITIONS OF THIS AGREEMENT SHALL PREVAIL UNLESS OTHERWISE SPECIFICALLY
Page 102 of 237
NOTED ON THE ORDER.
IN CONSIDERATION OF THE MUTUAL COVENANTS SET FORTH HEREIN, BUYER AND SELLER
AGREE AS FOLLOWS: SELLER AGREES TO SELL TO BUYER THE PRODUCTS AT THE PRICES
IDENTIFIED BELOW. SELLER AGREES THE PRICES LISTED HEREIN SHALL REMAIN FIRM FOR
DELIVERIES FROM THE DATE OF THIS AGREEMENT THROUGH ________. THE ESTIMATED
TOTAL VALUE OF THIS AGREEMENT IS $__________. THE VALUE IS BASED UPON BUYER’S
ESTIMATE AS TO THE AMOUNT OF EACH PRODUCT BUYER WILL REQUIRE FROM SELLER: IN
NO EVENT, HOWEVER, SHALL BUYER BE OBLIGATED TO PURCHASE ANY SPECIFIC
QUANTITY OF ANY PRODUCT FROM SELLER UNTIL SUCH TIME AS AN ORDER IS ISSUED TO
SELLER. BUYER’S PURCHASES HEREUNDER SHALL NOT BE LESS THAN THE TOTAL SUM OF
$__________ DURING THE TERM OF THIS AGREEMENT.
BUYER WILL ALLOW SELLER THE LEAD TIMES ("LT") SPECIFIED IN THE COLUMNS LABELED
LT1 BELOW FOR DELIVERY OF THE FIRST ARTICLE AFTER RECEIPT OF ORDER AND/OR
MATERIAL (“ARO/ARM") AND LT2 BELOW FOR SUBSEQUENT DELIVERIES ARO/ARM. IF ANY
ORDER ISSUED PURSUANT TO THIS AGREEMENT CALLS FOR DELIVERIES BEYOND THE
LAST DAY OF THIS AGREEMENT AS STATED ABOVE, THE PROVISIONS OF THIS AGREEMENT
SHALL REMAIN VALID AND FULLY APPLICABLE TO SUCH ORDER UNTIL FINAL DELIVERY
THEREUNDER; HOWEVER DELIVERIES BEYOND THE DATE MUST BE SCHEDULED WITHIN 90
DAYS OF THE LAST DAY OF THIS AGREEMENT.
NOTICES OR COMMUNICATIONS GIVEN OR REQUIRED UNDER THIS AGREEMENT AND
ORDERS WILL BE IN WRITING AND RECEIVED AT THE FOLLOWING ADDRESSES:
BUYER AT THE ADDRESS ABOVE, ATTN: ________
SELLER AT THE ADDRESS ABOVE, ATTN: ________
IN THE LISTING BELOW, “U/M” MEANS UNIT OF MEASURE; “UP” MEANS UNIT PRICE; “LT1”
MEANS THE LEAD TIME, IN WEEKS, BUYER WILL ALLOW AFTER RECEIPT OF ORDER AND/OR
MATERIAL (“ARO/ARM”) FOR DELIVERY OF THE FIRST ARTICLE; “LT2” MEANS THE LEAD TIME,
IN WEEKS, BUYER WILL ALLOW FOR SUBSEQUENT DELIVERIES; AND “N/RP” MEANS
NONRECURRING PRICE.
PART NUMBERS
L150.000
U/M
UP
LT1
LT2
N/RP
WHEN COST OR PRICING DATA ARE REQUIRED, ALL PROSPECTIVE SUPPLIERS MUST
COMPLETE THE FOLLOWING CERTIFICATE OF CURRENT COST OR PRICING DATA BY
COMPLETING THE APPROPRIATE SPACES, SIGNING, COPYING AND RETURNING THIS NOTE
WITH THEIR RFQ/RFP RESPONSE.
CERTIFICATE OF CURRENT COST OR PRICING DATA
THIS IS TO CERTIFY THAT, TO THE BEST OF MY KNOWLEDGE AND BELIEF, THE COST OR
PRICING DATA (AS DEFINED IN SECTION 15.401 OF THE FEDERAL ACQUISITION REGULATIONS
(FAR) AND REQUIRED UNDER FAR SUBSECTION 15.403-4) SUBMITTED, EITHER ACTUALLY OR
BY SPECIFIC IDENTIFICATION IN WRITING, TO BUYER OR BUYER'S REPRESENTATIVE IN
SUPPORT OF _______________ (SEE NOTE 1 BELOW)
ARE ACCURATE, COMPLETE, AND CURRENT AS OF _______________ (SEE NOTE 2 BELOW).
THIS CERTIFICATION INCLUDES THE COST OR PRICING DATA SUPPORTING ANY ADVANCE
AGREEMENT(S) AND FORWARD PRICING RATE AGREEMENT(S) BETWEEN THE OFFEROR AND
THE GOVERNMENT AND/OR THE BUYER WHICH ARE PART OF THE PROPOSAL.
FIRM: ____________________________________
NAME: ______________________________
SIGNATURE: ______________________________
TITLE: ______________________________
DATE OF EXECUTION: _______________ (SEE NOTE 3 BELOW)
NOTE 1 - IDENTIFY THE PROPOSAL, QUOTATION, REQUEST FOR PRICE ADJUSTMENT OR
OTHER SUBMISSION INVOLVED, GIVING APPROPRIATE IDENTIFYING NUMBER.
NOTE 2 - INSERT THE DAY, MONTH, AND YEAR WHEN PRICE NEGOTIATIONS WERE
CONCLUDED AND PRICE AGREEMENT WAS REACHED OR, IF APPLICABLE, AN EARLIER DATE
AGREED UPON BETWEEN THE PARTIES THAT IS AS CLOSE AS PRACTICABLE TO THE DATE OF
Page 103 of 237
AGREEMENT ON PRICE.
NOTE 3 - INSERT THE DAY, MONTH, AND YEAR OF SIGNING, WHICH SHOULD BE AS CLOSE AS
PRACTICABLE TO THE DATE WHEN THE PRICE NEGOTIATIONS WERE CONCLUDED AND THE
PURCHASE ORDER PRICE WAS AGREED TO.
L150
(11-8-11)
When cost or pricing data are required, all prospective Sellers must complete the following certificate of
current cost or pricing data by completing the appropriate spaces, signing, copying and returning this
note with their RFQ/RFP response.
Certificate of current cost or pricing data
This is to certify that, to the best of my knowledge and belief, the cost or pricing data (as defined in
section 15.401 of the Federal Acquisition Regulations (FAR) and required under FAR subsection
15.403-4) submitted, either actually or by specific identification in writing, to Buyer or Buyer's
representative in support of _______________ (see note 1 below) are accurate, complete, and current
as of _______________ (see note 2 below).
This certification includes the cost or pricing data supporting any advance agreement(s) and forward
pricing rate agreement(s) between the offeror and the Government and/or the Buyer which are part of
the proposal.
Firm: ___________________________
Name: ___________________________
Signature: ______________________
Title: __________________________
Date of execution: _______________ (see note 3 below)
Note 1 - identify the proposal, quotation, request for price adjustment or other submission involved,
giving appropriate identifying number.
Note 2 - insert the day, month, and year when price negotiations were concluded and price agreement
was reached or, if applicable, an earlier date agreed upon between the parties that is as close as
practicable to the date of agreement on price.
Note 3 - insert the day, month, and year of signing, which should be as close as practicable to the date
when the price negotiations were concluded and the order price was agreed to.
L151.000
OFFEROR MUST EITHER CHECK AND EXECUTE THE CERTIFICATE SET FORTH UNDER
PARAGRAPH A BELOW OR CHECK AND EXECUTE PARAGRAPH B, C, OR D BELOW AS
APPROPRIATE, AND RETURN A COPY OF THIS STANDARD NOTE TO BUYER:
_____A. OFFEROR HEREBY CERTIFIES THAT THERE WILL NOT BE ANY EXPERIMENTAL,
DEVELOPMENTAL, OR RESEARCH WORK, IF THIS IS A DEPARTMENT OF DEFENSE (DOD)
PROGRAM, OR ANY EXPERIMENTAL, DEVELOPMENTAL, RESEARCH, DESIGN, OR
ENGINEERING WORK, IF THIS IS A NATIONAL AERONAUTICS AND SPACE ADMINISTRATION
(NASA) PROGRAM, INVOLVED IN THE PERFORMANCE OF ANY PURCHASE ORDER OR
SUBCONTRACT WHICH MAY BE AWARDED AS A RESULT OF THIS SOLICITATION.
IF EXPERIMENTAL, DEVELOPMENTAL, OR RESEARCH WORK, IF THIS IS A DOD PROGRAM, OR
ANY EXPERIMENTAL, DEVELOPMENTAL, RESEARCH, DESIGN, OR ENGINEERING WORK, IF
THIS IS A NASA PROGRAM, WILL BE INVOLVED, OFFEROR MUST CHECK AND EXECUTE ONE
OF THE FOLLOWING:
_____B. OFFEROR IS A LARGE BUSINESS FIRM.
_____C. OFFEROR IS A "SMALL BUSINESS FIRM" AS DEFINED IN FAR 27.301 FOR PURPOSES
OF THIS PROCUREMENT. IF THE OFFEROR'S STATUS CHANGES PRIOR TO AN AWARD
RESULTING FROM THIS SOLICITATION, THE OFFEROR AGREES TO ADVISE BUYER
IMMEDIATELY IN WRITING.
_____D. OFFEROR IS A "NONPROFIT ORGANIZATION" AS DEFINED IN FAR 27.301.
COMPANY NAME: _________________________
Page 104 of 237
SIGNATURE: __________________________
DATE: ___________________________________
L151
(11-8-11)
TITLE: ________________________________
Offeror must either check and execute the certificate set forth under paragraph A below or check and
execute paragraph B, C, or D below as appropriate, and return a copy of this standard note to Buyer:
_____a. Offeror hereby certifies that there will not be any experimental, developmental, or research
work, if this is a Department of Defense (DOD) program, or any experimental, developmental,
research, design, or engineering work, if this is a National Aeronautics and Space Administration
(NASA) program, involved in the performance of any order or subcontract which may be awarded as a
result of this solicitation.
If experimental, developmental, or research work, if this is a DOD program, or any experimental,
developmental, research, design, or engineering work, if this is a NASA program, will be involved,
offeror must check and execute one of the following:
_____b. Offeror is a large business firm.
_____c. Offeror is a "small business firm" as defined in FAR 27.301 for purposes of this procurement.
If the offeror's status changes prior to an award resulting from this solicitation, the offeror agrees to
advise Buyer immediately in writing.
_____d. Offeror is a "nonprofit organization" as defined in FAR 27.301.
Company name: _____________________
Signature: ________________________
Date: _____________________________
Title: ____________________________
L152.000
***********************************************************************
IN ORDER TO REDUCE PROCESSING TIME AND COST, BIDDER NEED ONLY RETURN/SUBMIT
THE FOLLOWING: A COVER SHEET; PRICING AND/OR SIGNATURE PAGES; AND EXCEPTIONS,
IF ANY, TO BID PROVISIONS. ANY PAGES NOT RETURNED WITH ANNOTATIONS SHALL BE
DEEMED AS ACCEPTED BY BIDDER WITHOUT CHANGE.
***********************************************************************
L152
(11-8-11)
In order to reduce processing time and cost, bidder need only return/submit the following: a cover
sheet; pricing and/or signature pages; and exceptions, if any, to bid provisions. Any pages not
returned with annotations shall be deemed as accepted by bidder without change.
L201.000
THIS LONG TERM AGREEMENT/PRICING AGREEMENT ("LTA") IS ISSUED TO DOCUMENT
PRICING AND TERMS AND CONDITIONS APPLICABLE TO THE AGREEMENT BETWEEN BUYER
AND SELLER. DO NOT SHIP OR INVOICE AGAINST THIS DOCUMENT. THE TERMS AND
CONDITIONS OF THE LTA ARE THOSE CONTAINED IN __________________ WHICH IS
INCORPORATED HEREIN IN ITS ENTIRETY. AUTHORIZATION TO MAKE PURCHASE ORDER
("PO" OR "ORDER") DELIVERIES WILL BE PROVIDED BY SEPARATE ORDERS USING BUYER'S
STANDARD PO FORM(S), AS NEEDED, WHICH SHALL REFERENCE THIS LTA. THE TERMS AND
CONDITIONS OF ORDERS ISSUED PURSUANT TO THIS LTA SHALL BE BINDING, EXCEPT AS
THEY MAY CONFLICT WITH PROVISIONS OF THIS LTA, IN WHICH EVENT THE TERMS AND
CONDITIONS OF THIS LTA SHALL PREVAIL UNLESS OTHERWISE SPECIFICALLY NOTED ON
THE ORDER.
L202.000
THIS ORDER IS ISSUED IN ACCORDANCE WITH AND SUBJECT TO THE TERMS AND
CONDITIONS SET FORTH IN LONG TERM AGREEMENT NO. __________________, INCLUDING
ANY REVISIONS THERETO IN EFFECT AS OF THE DATE OF THIS ORDER. THE TERMS AND
CONDITIONS OF SUCH LONG TERM AGREEMENT ARE INCORPORATED HEREIN BY THIS
REFERENCE AS FULLY AS IF SET FORTH IN FULL TEXT. THIS ORDER IS ISSUED IN SUPPORT
OF THE FOLLOWING __________________ PROGRAM: __________________.
L202.001
THIS ORDER IS ISSUED IN ACCORDANCE WITH AND SUBJECT TO THE TERMS AND
CONDITIONS SET FORTH IN LONG TERM AGREEMENT NO. _________________, INCLUDING
Page 105 of 237
ANY REVISIONS THERETO IN EFFECT AS OF THE DATE OF THIS ORDER. THE TERMS AND
CONDITIONS OF SUCH LONG TERM AGREEMENT ARE INCORPORATED HEREIN BY THIS
REFERENCE AS FULLY AS IF SET FORTH IN FULL TEXT. THIS ORDER IS ISSUED IN SUPPORT
OF A _________________ PROCUREMENT FOR THE FOLLOWING PROGRAM:_______________.
L203.000
THE TERMS AND CONDITIONS APPLICABLE TO THIS ORDER ARE THE VOUGHT AIRCRAFT
INDUSTRIES, INC. STANDARD PURCHASE ORDER TERMS AND CONDITIONS IN EFFECT AS OF
THE DATE OF THIS ORDER, WHICH ARE INCORPORATED HEREIN BY REFERENCE. THE
STANDARD PURCHASE ORDER TERMS AND CONDITIONS MAY BE ACCESSED AT BUYER'S
INTERNET SITE: HTTP://WWW.VOUGHT.COM/SUPPLIERS/. (NOTE: THE WEBSITE MUST BE
ENTERED USING LOWER CASE CHARACTERS). THIS ORDER IS ISSUED IN SUPPORT OF THE
FOLLOWING __________________ PROGRAM: __________________.
L203.001
THE TERMS AND CONDITIONS APPLICABLE TO THIS ORDER ARE BUYER'S STANDARD
PURCHASE ORDER TERMS AND CONDITIONS IN EFFECT AS OF THE DATE OF THIS ORDER,
WHICH ARE INCORPORATED HEREIN BY REFERENCE. THE STANDARD PURCHASE ORDER
TERMS AND CONDITIONS MAY BE ACCESSED AT BUYER'S INTERNET SITE:
HTTP://WWW.VOUGHT.COM/SUPPLIERS/. (NOTE: THE WEBSITE MUST BE ENTERED USING
LOWER CASE CHARACTERS). THIS ORDER IS ISSUED IN SUPPORT OF A _________________
PROCUREMENT FOR THE FOLLOWING PROGRAM: _________________.
L204.000
THE TERMS AND CONDITIONS APPLICABLE TO THIS ORDER ARE THE VOUGHT AIRCRAFT
INDUSTRIES, INC. STANDARD PURCHASE ORDER TERMS AND CONDITIONS IN EFFECT AS OF
THE DATE OF THIS ORDER, AS MODIFIED BY THE EXCEPTIONS THERETO SET FORTH IN
ATTACHMENT __________________ TO THIS ORDER. SUCH STANDARD PURCHASE ORDER
TERMS AND CONDITIONS, AS MODIFIED, ARE INCORPORATED HEREIN BY REFERENCE. THE
STANDARD PURCHASE ORDER TERMS AND CONDITIONS MAY BE ACCESSED AT BUYER'S
INTERNET SITE: HTTP://WWW.VOUGHT.COM/SUPPLIERS/. (NOTE: THE WEBSITE MUST BE
ENTERED USING LOWER CASE CHARACTERS). THIS ORDER IS ISSUED IN SUPPORT OF THE
FOLLOWING __________________ PROGRAM: __________________.
L204.001
THE TERMS AND CONDITIONS APPLICABLE TO THIS ORDER ARE BUYER'S STANDARD
PURCHASE ORDER TERMS AND CONDITIONS IN EFFECT AS OF THE DATE OF THIS ORDER,
AS MODIFIED BY THE EXCEPTIONS THERETO SET FORTH IN ATTACHMENT
__________________ TO THIS ORDER. SUCH STANDARD PURCHASE ORDER TERMS AND
CONDITIONS, AS MODIFIED, ARE INCORPORATED HEREIN BY REFERENCE. THE STANDARD
PURCHASE ORDER TERMS AND CONDITIONS MAY BE ACCESSED AT BUYER'S INTERNET
SITE: HTTP://WWW.VOUGHT.COM/SUPPLIERS/. (NOTE: THE WEBSITE MUST BE ENTERED
USING LOWER CASE CHARACTERS). THIS ORDER IS ISSUED IN SUPPORT OF A
__________________ PROCUREMENT FOR THE FOLLOWING PROGRAM: __________________.
L205.000
THE TERMS AND CONDITIONS APPLICABLE TO THIS ORDER ARE AS SET FORTH IN
ATTACHMENT __________________ TO THIS ORDER. SUCH TERMS AND CONDITIONS ARE
INCORPORATED HEREIN BY REFERENCE. THIS ORDER IS ISSUED IN SUPPORT OF THE
FOLLOWING __________________ PROGRAM: __________________.
L205.001
THE TERMS AND CONDITIONS APPLICABLE TO THIS ORDER ARE AS SET FORTH IN
ATTACHMENT _________________ TO THIS ORDER. SUCH TERMS AND CONDITIONS ARE
INCORPORATED HEREIN BY REFERENCE. THIS ORDER IS ISSUED IN SUPPORT OF A
_________________ PROCUREMENT FOR THE FOLLOWING PROGRAM: _________________.
L359.000
THIS CHANGE ORDER NUMBER _____ IS ISSUED UNDER PURCHASE ORDER _____. ALL
TERMS AND CONDITIONS, INCLUDING ANY ADDENDA OR ATTACHMENTS THERETO, OF THE
PURCHASE ORDER AS IN EFFECT PRIOR TO THIS CHANGE ORDER REMAIN IN FULL FORCE
AND EFFECT EXCEPT AS SPECIFICALLY MODIFIED HEREIN.
M110.000
DUTY-FREE ENTRY--QUALIFYING COUNTRY END PRODUCTS AND SUPPLIES
A.
EXCEPT AS OTHERWISE APPROVED BY BUYER'S CONTRACTING OFFICER, NO
Page 106 of 237
AMOUNT IS OR WILL BE INCLUDED IN THE ORDER PRICE FOR DUTY FOR
QUALIFYING COUNTRY END PRODUCTS (AS DEFINED IN DEFENSE FEDERAL
ACQUISITION REGULATIONS SUPPLEMENT [DFARS] 252.225-7001) AND SUPPLIES (AS
DEFINED IN DFARS 252.225-7009) TO BE PROVIDED UNDER THIS ORDER AND WHICH
ARE TO BE ACCORDED DUTY-FREE ENTRY.
B.
THE GOVERNMENT HAS AGREED TO EXECUTE DUTY-FREE ENTRY CERTIFICATES
AND TO AFFORD SUCH ASSISTANCE AS APPROPRIATE TO OBTAIN DUTY-FREE
ENTRY OF QUALIFYING COUNTRY END PRODUCTS AND SUPPLIES FOR WHICH THE
SHIPPING DOCUMENTS BEAR THE NOTATION SPECIFIED IN PARAGRAPH C BELOW.
C.
ALL SHIPPING DOCUMENTS COVERING THOSE SUPPLIES THAT ARE PROVIDED
UNDER THIS ORDER SHALL CONSIGN THE SHIPMENTS TO THE UNITED STATES
_____ IN CARE OF BUYER, INCLUDING BUYER'S DELIVERY ADDRESS: NORTHROP
GRUMMAN CORP., INTEGRATED SYSTEMS AND AEROSTRUCTURES SECTOR, 9314
W. JEFFERSON BLVD., PO BOX 655907, DALLAS, TX 75265-5907. CONTRACTOR AND
GOVERNMENT ENTITY (CAGE) CODE: 80378. PHONE: (972) 946-5016 AND MAIL
STOP 93-02; OR THE APPROPRIATE MILITARY INSTALLATION; AND SHALL INCLUDE
THE FOLLOWING INFORMATION:
(1) PRIME CONTRACT NO. _____, AND IF BOA, DELIVERY ORDER NO. _____ IF
APPLICABLE;
(2) NUMBER OF THE SUBCONTRACT/PURCHASE ORDER FOR FOREIGN
SUPPLIES (E.G., THE NUMBER OF THIS ORDER);
(3) IDENTIFICATION OF CARRIER;
(4) THE NOTATION: "UNITED STATES GOVERNMENT, DEPARTMENT OF
DEFENSE, DUTY-FREE ENTRY TO BE CLAIMED PURSUANT TO SECTION XXII,
CHAPTER 98, SUBCHAPTER VIII, ITEM 9808.00.30, OF THE HARMONIZED TARIFF
SCHEDULE OF THE UNITED STATES. UPON ARRIVAL OF SHIPMENT AT THE
APPROPRIATE PORT OF ENTRY, DISTRICT DIRECTOR OF CUSTOMS, PLEASE
RELEASE SHIPMENT UNDER 19 CFR PART 142 AND NOTIFY BUYER'S TRAFFIC
DEPARTMENT: NORTHROP GRUMMAN CORP., INTEGRATED SYSTEMS AND
AEROSTRUCTURES SECTOR, 9314 W. JEFFERSON BLVD., PO BOX 655907,
DALLAS, TX 75265- 5907. CONTRACTOR AND GOVERNMENT ENTITY (CAGE)
CODE: 80378. PHONE: (972) 946-5016 AND MAIL STOP 93-02. ALSO, NOTIFY
BUYER'S AGENT _____ FOR EXECUTION OF CUSTOMS FORMS 7501, 7501A,
7506, AND ARRANGEMENTS FOR ANY REQUIRED DUTY-FREE ENTRY
CERTIFICATES";
(5) GROSS WEIGHT IN POUNDS (IF FREIGHT IS BASED ON SPACE TONNAGE,
STATE CUBIC FEET IN ADDITION TO GROSS SHIPPING WEIGHT);
(6) ESTIMATED VALUE IN U.S. DOLLARS; AND
(7) ACTIVITY ADDRESS NO. _____ AND ADDRESS OF THE CONTRACT
ADMINISTRATION OFFICE (CAO) _____ ACTUALLY ADMINISTERING THE PRIME
CONTRACT (WHETHER OR NOT BUYER'S CAO).
D.
IN THE EVENT THIS PURCHASE ORDER REQUIRES DIRECT SHIPMENTS TO A U. S.
MILITARY INSTALLATION, USE THE FOLLOWING NOTATION IN PLACE OF THAT IN
PARAGRAPH C.(4) ABOVE: "UNITED STATES GOVERNMENT, DEPARTMENT OF
DEFENSE, (DEPARTMENT FROM PARAGRAPH C ABOVE), DUTY-FREE ENTRY TO BE
CLAIMED PURSUANT TO SECTION XXII, CHAPTER 98, SUBCHAPTER VIII, ITEM NO.
9808.00.30 OF THE HARMONIZED TARIFF SCHEDULE OF THE UNITED STATES. UPON
ARRIVAL OF SHIPMENT AT THE APPROPRIATE PORT OF ENTRY, DISTRICT
DIRECTOR OF CUSTOMS, PLEASE RELEASE SHIPMENT UNDER 19 CFR PART 142
AND NOTIFY COMMANDER, DEFENSE CONTRACT MANAGEMENT AREA OPERATIONS
(DCMAO) NEW YORK, ATTN: CUSTOMS DIVISION, DCMDN-GNIC, 207 NEW YORK
AVENUE, STATEN ISLAND, NEW YORK, 10305-5013, FOR EXECUTION OF CUSTOMS
FORMS 7501, 7501A, OR 7506 AND ANY REQUIRED DUTY-FREE ENTRY
CERTIFICATES." SHIPMENTS CONSIGNED DIRECTLY TO A MILITARY INSTALLATION
WILL BE RELEASED IN ACCORDANCE WITH SECTION 10.101 AND 10.102 OF THE U.S.
CUSTOMS REGULATIONS.
Page 107 of 237
E.
ALL SHIPMENTS SHALL HAVE EXTERIOR MARKINGS AS FOLLOWS:
(1) "UNITED STATES GOVERNMENT, DEPARTMENT OF DEFENSE";
(2) TITLE OF CONTRACTING AGENCY _____; AND
(3) ACTIVITY ADDRESS NUMBER AND ADDRESS OF CAO _____.
M110.001
F.
AT LEAST THREE (3) COPIES OF THE COMMERCIAL INVOICES, PACKING SHEETS,
BILLS OF LADING, OR OTHER SHIPPING DOCUMENTS SHALL BE ATTACHED TO THE
EXTERIOR PACKAGING OF ALL SHIPMENTS WITH THE INFORMATION REQUIRED IN
PARAGRAPH C ABOVE (FOR USE BY DISTRICT DIRECTOR OF CUSTOMS AT THE
PORT OF ENTRY AND BUYER).
G.
SELLER SHALL, AT THE TIME OF SHIPMENT, FORWARD A COPY, VIA FEDERAL
EXPRESS OR DHL, OF ALL COMMERCIAL INVOICES, BILLS OF LADING AND OTHER
SHIPPING DOCUMENTS TO BUYER'S TRAFFIC DEPARTMENT: NORTHROP GRUMMAN
CORP., INTEGRATED SYSTEMS AND AEROSTRUCTURES SECTOR, 9314 W.
JEFFERSON BLVD., PO BOX 655907, DALLAS, TX 75265-5907. CONTRACTOR AND
GOVERNMENT ENTITY (CAGE) CODE: 80378. PHONE: (972) 946-5016 AND MAIL
STOP 93-02 AND FORWARD A COPY TO BUYER'S AGENT: (AS IDENTIFIED IN
PARAGRAPH C.4 ABOVE).
H.
ROUTING AND SHIPPING SHALL BE CARRIED OUT AS INDICATED ON THE CONTRACT
OR THE PURCHASE ORDER. IN THE EVENT OF ANY DEVIATION THEREFROM OTHER
THAN ON PRIOR APPROVAL OF BUYER, RESULTING IN DUTY BEING PAYABLE ON
THE SHIPMENT, SELLER SHALL MAKE THE NECESSARY UNITED STATES CUSTOMS
ENTRY, AND THE COST THEREOF TOGETHER WITH ANY DUTY PAYABLE, SHALL BE
AT SELLER'S EXPENSE.
DUTY-FREE ENTRY--QUALIFYING COUNTRY END PRODUCTS AND SUPPLIES
A.
EXCEPT AS OTHERWISE APPROVED BY BUYER'S CONTRACTING OFFICER, NO
AMOUNT IS OR WILL BE INCLUDED IN THE ORDER PRICE FOR DUTY FOR
QUALIFYING COUNTRY END PRODUCTS (AS DEFINED IN DEFENSE FEDERAL
ACQUISITION REGULATIONS SUPPLEMENT [DFARS] 252.225-7001) AND SUPPLIES (AS
DEFINED IN DFARS 252.225-7009) TO BE PROVIDED UNDER THIS ORDER AND WHICH
ARE TO BE ACCORDED DUTY-FREE ENTRY.
B.
THE GOVERNMENT HAS AGREED TO EXECUTE DUTY-FREE ENTRY CERTIFICATES
AND TO AFFORD SUCH ASSISTANCE AS APPROPRIATE TO OBTAIN DUTY-FREE
ENTRY OF QUALIFYING COUNTRY END PRODUCTS AND SUPPLIES FOR WHICH THE
SHIPPING DOCUMENTS BEAR THE NOTATION SPECIFIED IN PARAGRAPH C BELOW.
C.
ALL SHIPPING DOCUMENTS COVERING THOSE SUPPLIES THAT ARE PROVIDED
UNDER THIS ORDER SHALL CONSIGN THE SHIPMENTS TO THE UNITED STATES
_____ IN CARE OF BUYER, INCLUDING BUYER'S DELIVERY ADDRESS: VOUGHT
AIRCRAFT INDUSTRIES, INC., 9314 W. JEFFERSON BLVD., PO BOX 655907, DALLAS,
TX 75265-5907. CONTRACTOR AND GOVERNMENT ENTITY (CAGE) CODE: 80378.
PHONE: (972) 946-5016 AND MAIL STOP 93-02; OR THE APPROPRIATE MILITARY
INSTALLATION; AND SHALL INCLUDE THE FOLLOWING INFORMATION:
(1) PRIME CONTRACT NO. _____, AND IF BOA, DELIVERY ORDER NO. _____ IF
APPLICABLE;
(2) NUMBER OF THE SUBCONTRACT/PURCHASE ORDER FOR FOREIGN
SUPPLIES (E.G., THE NUMBER OF THIS ORDER);
(3) IDENTIFICATION OF CARRIER;
(4) THE NOTATION: "UNITED STATES GOVERNMENT, DEPARTMENT OF
DEFENSE, DUTY-FREE ENTRY TO BE CLAIMED PURSUANT TO SECTION XXII,
CHAPTER 98, SUBCHAPTER VIII, ITEM 9808.00.30, OF THE HARMONIZED TARIFF
SCHEDULE OF THE UNITED STATES. UPON ARRIVAL OF SHIPMENT AT THE
APPROPRIATE PORT OF ENTRY, DISTRICT DIRECTOR OF CUSTOMS, PLEASE
RELEASE SHIPMENT UNDER 19 CFR PART 142 AND NOTIFY BUYER'S TRAFFIC
DEPARTMENT: VOUGHT AIRCRAFT INDUSTRIES, INC., 9314 W. JEFFERSON
Page 108 of 237
BLVD., PO BOX 655907, DALLAS, TX 75265-5907. CONTRACTOR AND
GOVERNMENT ENTITY (CAGE) CODE: 80378. PHONE: (972) 946-5016 AND MAIL
STOP 93-02. ALSO, NOTIFY BUYER'S AGENT _____ FOR EXECUTION OF
CUSTOMS FORMS 7501, 7501A, 7506, AND ARRANGEMENTS FOR ANY
REQUIRED DUTY-FREE ENTRY CERTIFICATES";
(5) GROSS WEIGHT IN POUNDS (IF FREIGHT IS BASED ON SPACE TONNAGE,
STATE CUBIC FEET IN ADDITION TO GROSS SHIPPING WEIGHT);
(6) ESTIMATED VALUE IN U.S. DOLLARS; AND
(7) ACTIVITY ADDRESS NO. _____ AND ADDRESS OF THE CONTRACT
ADMINISTRATION OFFICE (CAO) _____ ACTUALLY ADMINISTERING THE PRIME
CONTRACT (WHETHER OR NOT BUYER'S CAO).
D.
IN THE EVENT THIS PURCHASE ORDER REQUIRES DIRECT SHIPMENTS TO A U. S.
MILITARY INSTALLATION, USE THE FOLLOWING NOTATION IN PLACE OF THAT IN
PARAGRAPH C.(4) ABOVE: "UNITED STATES GOVERNMENT, DEPARTMENT OF
DEFENSE, (DEPARTMENT FROM PARAGRAPH C ABOVE), DUTY-FREE ENTRY TO BE
CLAIMED PURSUANT TO SECTION XXII, CHAPTER 98, SUBCHAPTER VIII, ITEM NO.
9808.00.30 OF THE HARMONIZED TARIFF SCHEDULE OF THE UNITED STATES. UPON
ARRIVAL OF SHIPMENT AT THE APPROPRIATE PORT OF ENTRY, DISTRICT
DIRECTOR OF CUSTOMS, PLEASE RELEASE SHIPMENT UNDER 19 CFR PART 142
AND NOTIFY COMMANDER, DEFENSE CONTRACT MANAGEMENT AREA OPERATIONS
(DCMAO) NEW YORK, ATTN: CUSTOMS DIVISION, DCMDN-GNIC, 207 NEW YORK
AVENUE, STATEN ISLAND, NEW YORK, 10305-5013, FOR EXECUTION OF CUSTOMS
FORMS 7501, 7501A, OR 7506 AND ANY REQUIRED DUTY-FREE ENTRY
CERTIFICATES." SHIPMENTS CONSIGNED DIRECTLY TO A MILITARY INSTALLATION
WILL BE RELEASED IN ACCORDANCE WITH SECTION 10.101 AND 10.102 OF THE U.S.
CUSTOMS REGULATIONS.
E.
ALL SHIPMENTS SHALL HAVE EXTERIOR MARKINGS AS FOLLOWS:
(1) "UNITED STATES GOVERNMENT, DEPARTMENT OF DEFENSE";
(2) TITLE OF CONTRACTING AGENCY _____; AND
(3) ACTIVITY ADDRESS NUMBER AND ADDRESS OF CAO _____.
M110.004
F.
AT LEAST THREE (3) COPIES OF THE COMMERCIAL INVOICES, PACKING SHEETS,
BILLS OF LADING, OR OTHER SHIPPING DOCUMENTS SHALL BE ATTACHED TO THE
EXTERIOR PACKAGING OF ALL SHIPMENTS WITH THE INFORMATION REQUIRED IN
PARAGRAPH C ABOVE (FOR USE BY DISTRICT DIRECTOR OF CUSTOMS AT THE
PORT OF ENTRY AND BUYER).
G.
SELLER SHALL, AT THE TIME OF SHIPMENT, FORWARD A COPY, VIA FEDERAL
EXPRESS OR DHL, OF ALL COMMERCIAL INVOICES, BILLS OF LADING AND OTHER
SHIPPING DOCUMENTS TO BUYER'S TRAFFIC DEPARTMENT: VOUGHT AIRCRAFT
INDUSTRIES, INC., 9314 W. JEFFERSON BLVD., PO BOX 655907, DALLAS, TX 752655907. CONTRACTOR AND GOVERNMENT ENTITY (CAGE) CODE: 80378. PHONE:
(972) 946-5016 AND MAIL STOP 93-02 AND FORWARD A COPY TO BUYER'S AGENT:
(AS IDENTIFIED IN PARAGRAPH C.4 ABOVE).
H.
ROUTING AND SHIPPING SHALL BE CARRIED OUT AS INDICATED ON THE CONTRACT
OR THE PURCHASE ORDER. IN THE EVENT OF ANY DEVIATION THEREFROM OTHER
THAN ON PRIOR APPROVAL OF BUYER, RESULTING IN DUTY BEING PAYABLE ON
THE SHIPMENT, SELLER SHALL MAKE THE NECESSARY UNITED STATES CUSTOMS
ENTRY, AND THE COST THEREOF TOGETHER WITH ANY DUTY PAYABLE, SHALL BE
AT SELLER'S EXPENSE.
CLAUSE M110: DUTY-FREE ENTRY--QUALIFYING COUNTRY END PRODUCTS AND SUPPLIES
A.
EXCEPT AS OTHERWISE APPROVED BY BUYER'S CONTRACTING OFFICER, NO AMOUNT
IS OR WILL BE INCLUDED IN THE ORDER PRICE FOR DUTY FOR QUALIFYING
COUNTRY END PRODUCTS (AS DEFINED IN DEFENSE FEDERAL ACQUISITION
REGULATIONS SUPPLEMENT [DFARS] 252.225-7001) AND SUPPLIES (AS DEFINED IN
DFARS 252.225-7009) TO BE PROVIDED UNDER THIS ORDER AND WHICH ARE TO BE
Page 109 of 237
ACCORDED DUTY-FREE ENTRY.
B.
THE GOVERNMENT HAS AGREED TO EXECUTE DUTY-FREE ENTRY CERTIFICATES AND
TO AFFORD SUCH ASSISTANCE AS APPROPRIATE TO OBTAIN DUTY-FREE ENTRY OF
QUALIFYING COUNTRY END PRODUCTS AND SUPPLIES FOR WHICH THE SHIPPING
DOCUMENTS BEAR THE NOTATION SPECIFIED IN PARAGRAPH C BELOW.
C.
ALL SHIPPING DOCUMENTS COVERING THOSE SUPPLIES THAT ARE PROVIDED UNDER
THIS ORDER SHALL CONSIGN THE SHIPMENTS TO THE UNITED STATES _____ IN
CARE OF BUYER, INCLUDING BUYER'S DELIVERY ADDRESS: TRIUMPH
AEROSTRUCTURES - VOUGHT AIRCRAFT DIVISION, 9314 W. JEFFERSON BLVD., PO
BOX 655907, DALLAS, TX 75265-5907. SELLER AND GOVERNMENT ENTITY (CAGE)
CODE: 80378. PHONE: (972) 946-5016 AND MAIL STOP 93-02; OR THE APPROPRIATE
MILITARY INSTALLATION; AND SHALL INCLUDE THE FOLLOWING INFORMATION:
(1)
PRIME CONTRACT NO. _____, AND IF BOA, DELIVERY ORDER NO. _____ IF APPLICABLE;
(2)
NUMBER OF THE SUBCONTRACT/ORDER FOR FOREIGN SUPPLIES (E.G., THE NUMBER
OF THIS ORDER);
(3)
IDENTIFICATION OF CARRIER;
(4)
THE NOTATION: "UNITED STATES GOVERNMENT, DEPARTMENT OF DEFENSE, DUTYFREE ENTRY TO BE CLAIMED PURSUANT TO SECTION XXII, CHAPTER 98,
SUBCHAPTER VIII, ITEM 9808.00.30, OF THE HARMONIZED TARIFF SCHEDULE OF THE
UNITED STATES. UPON ARRIVAL OF SHIPMENT AT THE APPROPRIATE PORT OF
ENTRY, DISTRICT DIRECTOR OF CUSTOMS, PLEASE RELEASE SHIPMENT UNDER 19
CFR PART 142 AND NOTIFY BUYER'S TRAFFIC DEPARTMENT: TRIUMPH
AEROSTRUCTURES - VOUGHT AIRCRAFT DIVISION, 9314 W. JEFFERSON BLVD., PO
BOX 655907, DALLAS, TX 75265-5907. SELLER AND GOVERNMENT ENTITY (CAGE)
CODE: 80378. PHONE: (972) 946-5016 AND MAIL STOP 93-02. ALSO, NOTIFY
BUYER'S AGENT _____ FOR EXECUTION OF CUSTOMS FORMS 7501, 7501A, 7506,
AND ARRANGEMENTS FOR ANY REQUIRED DUTY-FREE ENTRY CERTIFICATES";
(5)
GROSS WEIGHT IN POUNDS (IF FREIGHT IS BASED ON SPACE TONNAGE, STATE CUBIC
FEET IN ADDITION TO GROSS SHIPPING WEIGHT);
(6)
ESTIMATED VALUE IN U.S. DOLLARS; AND
(7)
ACTIVITY ADDRESS NO. _____ AND ADDRESS OF THE CONTRACT ADMINISTRATION
OFFICE (CAO) _____ ACTUALLY ADMINISTERING THE PRIME CONTRACT (WHETHER
OR NOT BUYER'S CAO).
D. IN THE EVENT THIS ORDER REQUIRES DIRECT SHIPMENTS TO A U.S. MILITARY
INSTALLATION, USE THE FOLLOWING NOTATION IN PLACE OF THAT IN PARAGRAPH C.(4)
ABOVE: "UNITED STATES GOVERNMENT, DEPARTMENT OF DEFENSE, (DEPARTMENT FROM
PARAGRAPH C ABOVE), DUTY-FREE ENTRY TO BE CLAIMED PURSUANT TO SECTION XXII,
CHAPTER 98, SUBCHAPTER VIII, ITEM NO. 9808.00.30 OF THE HARMONIZED TARIFF
SCHEDULE OF THE UNITED STATES. UPON ARRIVAL OF SHIPMENT AT THE APPROPRIATE
PORT OF ENTRY, DISTRICT DIRECTOR OF CUSTOMS, PLEASE RELEASE SHIPMENT UNDER
19 CFR PART 142 AND NOTIFY COMMANDER, DEFENSE CONTRACT MANAGEMENT AREA
OPERATIONS (DCMAO) NEW YORK, ATTN: CUSTOMS DIVISION, DCMDN-GNIC, 207 NEW
YORK AVENUE, STATEN ISLAND, NEW YORK, 10305-5013, FOR EXECUTION OF CUSTOMS
FORMS7501, 7501A, OR 7506 AND ANY REQUIRED DUTY-FREE ENTRY CERTIFICATES."
SHIPMENTS CONSIGNED DIRECTLY TO A MILITARY INSTALLATION WILL BE RELEASED IN
ACCORDANCE WITH SECTION 10.101 AND 10.102 OF THE U.S. CUSTOMS REGULATIONS.
E.
ALL SHIPMENTS SHALL HAVE EXTERIOR MARKINGS AS FOLLOWS:
(1)
"UNITED STATES GOVERNMENT, DEPARTMENT OF DEFENSE";
(2)
TITLE OF CONTRACTING AGENCY _____; AND
(3)
ACTIVITY ADDRESS NUMBER AND ADDRESS OF CAO _____.
F. AT LEAST THREE (3) COPIES OF THE COMMERCIAL INVOICES, PACKING SHEETS, BILLS
OF LADING, OR OTHER SHIPPING DOCUMENTS SHALL BE ATTACHED TO THE EXTERIOR
PACKAGING OF ALL SHIPMENTS WITH THE INFORMATION REQUIRED IN PARAGRAPH C
Page 110 of 237
ABOVE (FOR USE BY DISTRICT DIRECTOR OF CUSTOMS AT THE PORT OF ENTRY AND
BUYER).
G. SELLER SHALL, AT THE TIME OF SHIPMENT, FORWARD A COPY, VIA FEDERAL
EXPRESS OR DHL, OF ALL COMMERCIAL INVOICES, BILLS OF LADING AND OTHER SHIPPING
DOCUMENTS TO BUYER'S TRAFFIC DEPARTMENT: TRIUMPH AEROSTRUCTURES-VOUGHT
AIRCRAFT DIVISION, 9314 W. JEFFERSON BLVD., PO BOX 655907, DALLAS, TX 75265-5907.
SELLER AND GOVERNMENT ENTITY (CAGE) CODE: 80378. PHONE: (972) 946-5016 AND MAIL
STOP 93-02 AND FORWARD A COPY TO BUYER'S AGENT: (AS IDENTIFIED IN PARAGRAPH
C.4 ABOVE).
-
H. ROUTING AND SHIPPING SHALL BE CARRIED OUT AS INDICATED ON THE CONTRACT
OR THE ORDER. IN THE EVENT OF ANY DEVIATION THEREFROM OTHER THAN ON PRIOR
APPROVAL OF BUYER, RESULTING IN DUTY BEING PAYABLE ON THE SHIPMENT, SELLER
SHALL MAKE THE NECESSARY UNITED STATES CUSTOMS ENTRY, AND THE COST
THEREOF TOGETHER WITH ANY DUTY PAYABLE, SHALL BE AT SELLER'S EXPENSE.
M110
Clause M110: Duty-free entry--qualifying country end products and supplies
(11-8-11)
A.
Except as otherwise approved by Buyer's contracting officer, no amount is or will be included
in the Order price for duty for qualifying country end products (as defined in Defense Federal
Acquisition Regulations Supplement [DFARS] 252.225-7001) and supplies (as defined in DFARS
252.225-7009) to be provided under this Order and which are to be accorded duty-free entry.
B.
The Government has agreed to execute duty-free entry certificates and to afford such
assistance as appropriate to obtain duty-free entry of qualifying country end products and supplies for
which the shipping documents bear the notation specified in paragraph C below.
C.
All shipping documents covering those supplies that are provided under this Order shall
consign the shipments to the United States _____ in care of Buyer, including Buyer's delivery address:
Triumph Aerostructures - Vought Aircraft Division, 9314 W. Jefferson Blvd., PO box 655907, Dallas, TX
75265-5907. Seller and Government entity (cage) code: 80378. Phone: (972) 946-5016 and mail
stop 93-02; or the appropriate military installation; and shall include the following information:
(1)Prime contract no. _____, and if BOA, delivery order no. _____ if applicable;
(2)Number of the subcontract/order for foreign supplies (e.g., the number of this Order);
(3)Identification of carrier;
(4)The notation: "United States Government, Department of Defense, duty-free entry to be claimed
pursuant to section xxii, chapter 98, subchapter viii, item 9808.00.30, of the harmonized tariff schedule
of the United States. Upon arrival of shipment at the appropriate port of entry, district director of
customs, please release shipment under 19 CFR part 142 and notify Buyer's traffic department:
Triumph Aerostructures - Vought Aircraft Division, 9314 W. Jefferson blvd., PO box 655907, Dallas, TX
75265-5907. Seller and Government entity (cage) code: 80378. Phone: (972) 946-5016 and mail
stop 93-02. Also, notify Buyer's agent _____ for execution of customs forms 7501, 7501a, 7506, and
arrangements for any required duty-free entry certificates";
(5)Gross weight in pounds (if freight is based on space tonnage, state cubic feet in addition to gross
shipping weight);
(6)Estimated value in U.S. dollars; and
(7)Activity address no. _____ and address of the contract administration office (CAO) _____ actually
administering the prime contract (whether or not Buyer's CAO).
D.
In the event this Order requires direct shipments to a U.S. military installation, use the
following notation in place of that in paragraph C.(4) above: "United States Government, Department
of Defense, (department from paragraph C above), duty-free entry to be claimed pursuant to section
xxii, chapter 98, subchapter viii, item no. 9808.00.30 of the harmonized tariff schedule of the United
States. Upon arrival of shipment at the appropriate port of entry, district director of customs, please
release shipment under 19 CFR part 142 and notify commander, defense contract management area
operations (DCMAO) New York, attn: Customs Division, DCMDN-GNIC, 207 New York Avenue,
Staten Island, New York, 10305-5013, for execution of customs forms 7501, 7501a, or 7506 and any
required duty-free entry certificates." shipments consigned directly to a military installation will be
released in accordance with section 10.101 and 10.102 of the U.S. customs regulations.
Page 111 of 237
E.
All shipments shall have exterior markings as follows:
(1)
"United States Government, Department of Defense";
(2)
Title of contracting agency _____; and
(3)
Activity address number and address of CAO _____.
F.
At least three (3) copies of the commercial invoices, packing sheets, bills of lading, or other
shipping documents shall be attached to the exterior packaging of all shipments with the information
required in paragraph C above (for use by district director of customs at the port of entry and Buyer).
G.
Seller shall, at the time of shipment, forward a copy, via federal express or DHL, of all
commercial invoices, bills of lading and other shipping documents to Buyer's traffic department:
Triumph Aerostructures - Vought Aircraft Division, 9314 W. Jefferson blvd., PO box 655907, Dallas, TX
75265-5907. Seller and Government entity (cage) code: 80378. Phone: (972) 946-5016 and mail
stop 93-02 and forward a copy to Buyer's agent: (as identified in paragraph C.4 above).
H.
Routing and shipping shall be carried out as indicated on the contract or the Order. In the
event of any deviation therefrom other than on prior approval of Buyer, resulting in duty being payable
on the shipment, Seller shall make the necessary United States customs entry, and the cost thereof
together with any duty payable, shall be at Seller's expense.
M110
Clause M110: Duty-free entry--qualifying country end products and supplies
(1-15-14)
A.
Except as otherwise approved by Buyer's contracting officer, no amount is or will be included
in the Order price for duty for qualifying country end products (as defined in Defense Federal
Acquisition Regulations Supplement [DFARS] 252.225-7001) and supplies (as defined in DFARS
252.225-7009) to be provided under this Order and which are to be accorded duty-free entry.
B.
The Government has agreed to execute duty-free entry certificates and to afford such
assistance as appropriate to obtain duty-free entry of qualifying country end products and supplies for
which the shipping documents bear the notation specified in paragraph C below.
C.
All shipping documents covering those supplies that are provided under this Order shall
consign the shipments to the United States _____ in care of Buyer, including Buyer's delivery address:
Triumph Aerostructures - Vought Aircraft Division, 1401 Nolan Ryan Expressway, Suite 300, Arlington,
TX 76011. Seller and Government entity (cage) code: 80378; or the appropriate military installation;
and shall include the following information:
(1) Prime contract no. _____, and if BOA, delivery order no. _____ if applicable;
(2) Number of the subcontract/order for foreign supplies (e.g., the number of this Order);
(3) Identification of carrier;
(4) The notation: "United States Government, Department of Defense, duty-free entry to be claimed
pursuant to section xxii, chapter 98, subchapter viii, item 9808.00.30, of the harmonized tariff schedule
of the United States. Upon arrival of shipment at the appropriate port of entry, district director of
customs, please release shipment under 19 CFR part 142 and notify Buyer's traffic department:
Triumph Aerostructures - Vought Aircraft Division, 1401 Nolan Ryan Expressway, Suite 300, Arlington,
TX 76011. Seller and Government entity (cage) code: 80378. Also, notify Buyer's agent _____ for
execution of customs forms 7501, 7501a, 7506, and arrangements for any required duty-free entry
certificates";
(5) Gross weight in pounds (if freight is based on space tonnage, state cubic feet in addition to gross
shipping weight);
(6) Estimated value in U.S. dollars; and
(7) Activity address no. _____ and address of the contract administration office (CAO) _____ actually
administering the prime contract (whether or not Buyer's CAO).
D.
In the event this Order requires direct shipments to a U.S. military installation, use the
following notation in place of that in paragraph C.(4) above: "United States Government, Department
of Defense, (department from paragraph C above), duty-free entry to be claimed pursuant to section
xxii, chapter 98, subchapter viii, item no. 9808.00.30 of the harmonized tariff schedule of the United
States. Upon arrival of shipment at the appropriate port of entry, district director of customs, please
release shipment under 19 CFR part 142 and notify commander, defense contract management area
Page 112 of 237
operations (DCMAO) New York, attn: Customs Division, DCMDN-GNIC, 207 New York Avenue,
Staten Island, New York, 10305-5013, for execution of customs forms 7501, 7501a, or 7506 and any
required duty-free entry certificates." shipments consigned directly to a military installation will be
released in accordance with section 10.101 and 10.102 of the U.S. customs regulations.
E.
All shipments shall have exterior markings as follows:
(1)
"United States Government, Department of Defense";
(2)
Title of contracting agency _____; and
(3)
Activity address number and address of CAO _____.
F.
At least three (3) copies of the commercial invoices, packing sheets, bills of lading, or other
shipping documents shall be attached to the exterior packaging of all shipments with the information
required in paragraph C above (for use by district director of customs at the port of entry and Buyer).
G.
Seller shall, at the time of shipment, forward a copy, via federal express or DHL, of all
commercial invoices, bills of lading and other shipping documents to Buyer's traffic department:
Triumph Aerostructures - Vought Aircraft Division, 1401 Nolan Ryan Expressway, Suite 300, Arlington,
TX 76011. Seller and Government entity (cage) code: 80378, and forward a copy to Buyer's agent:
(as identified in paragraph C.4 above).
H.
Routing and shipping shall be carried out as indicated on the contract or the Order. In the
event of any deviation therefrom other than on prior approval of Buyer, resulting in duty being payable
on the shipment, Seller shall make the necessary United States customs entry, and the cost thereof
together with any duty payable, shall be at Seller's expense.
M111.000
*************************
ATTACHMENT "A" "MASTER AGREEMENT" IS ATTACHED HERETO AND BY THIS REFERENCE
MADE A PART HEREOF. THIS MASTER AGREEMENT IS ISSUED FOR ADMINISTRATIVE
CONTROL PURPOSES ONLY. DO NOT SHIP OR INVOICE AGAINST IT. AUTHORIZATION TO
MAKE DELIVERIES WILL BE PROVIDED BY SEPARATE PURCHASE ORDERS, AS NEEDED,
WHICH SHALL REFERENCE THE MASTER AGREEMENT. THE TERMS AND CONDITIONS OF THIS
MASTER AGREEMENT SHALL APPLY TO ALL PURCHASE ORDERS HEREUNDER.
M112.000
SELLER MUST OBTAIN SHIPPING INFORMATION (SPECIFIC CARRIER, CARRIER'S WAYBILL NO.,
CTNS. AND WEIGHT, ETC.) AND FORWARD SUCH TO THE COGNIZANT BUYER.
M114.000
EACH SHIPPING CONTAINER WILL CONTAIN ONLY ONE TYPE, CLASS, GRADE, AND THICKNESS
OF CORE.
M123.004
ON THIS PURCHASE ORDER, THE FOB POINT IS BUYER PLANT. SELLER IS TO SELECT
METHOD OF DELIVERY OF MATERIAL AT NO COST TO BUYER.
M128.000
CLAUSE M128: THE "SHIP TO" ADDRESS FOR SUBSIDIARY LTAS UNDER THIS MASTER LTA
AND ANY ORDERS ISSUED PURSUANT THERETO WILL BE SPECIFIED IN EACH SUBSIDIARY
LTA.
M300.000
CLAUSE M300: DELIVERED DUTY PAID (DDP) SELLER SHALL DELIVER ALL PRODUCTS
DELIVERED DUTY PAID (DDP) TO VOUGHT AIRCRAFT INDUSTRIES AT THE SHIP TO ADDRESS
IN THIS PURCHASE ORDER, PER INCOTERMS 2000. SELLER SHALL BE THE IMPORTER OF
RECORD OF THE PRODUCTS, AND IN ACCORDANCE WITH THE DDP INCOTERMS 2000
REQUIREMENTS, SHALL DELIVER THE PRODUCTS CLEARED FOR IMPORT BY U.S. CUSTOMS.
SELLER SHALL BE RESPONSIBLE FOR COMPLIANCE WITH ALL U.S. IMPORT LAWS AND
REGULATIONS IN THE IMPORT OF THE PRODUCTS, INCLUDING OBTAINING ALL NECESSARY
IMPORT CLEARANCES, LICENSES AND OTHER OFFICIAL AUTHORIZATIONS. SELLER IS ALSO
RESPONSIBLE FOR NECESSARY DOCUMENTATION AND THE PAYMENT OF ALL CUSTOMS
DUTIES, FORMALITIES, TAXES, AND OTHER CHARGES NECESSARY FOR IMPORT OF THE
PRODUCTS.
WHEN PRODUCT IS BEING SHIPPED TO VOUGHT VIA OCEAN TRANSPORTATION, SELLER
MUST COMPLY WITH U.S. CUSTOMS' IMPORTER SECURITY FILING (ISF) REGULATIONS AS
OUTLINED IN 19CFR PART 149. SELLER IS REQUIRED TO ACCESS VOUGHT'S ONLINE ISF TOOL
Page 113 of 237
VIA THE INTERNET, AND TRANSMIT REQUIRED SHIPMENT INFORMATION WHEN THE
CONTAINER IS STUFFED - NO LESS THAN 48 HOURS PRIOR TO THE PRODUCT'S LOADING
ONTO THE EXPORT VESSEL. SELLER SHALL BE RESPONSIBLE FOR ANY MONETARY
PENALTIES ISSUED BY U.S. CUSTOMS AGAINST VOUGHT DUE TO SELLER'S FAILURE TO
ADHERE TO THESE REGULATIONS. IF SELLER DOES NOT HAVE AN ACCOUNT SET UP IN
VOUGHT'S ONLINE ISF TOOL, THEN SELLER MUST NOTIFY VOUGHT'S TRADE COMPLIANCE
GROUP AT TRADECOMPLIANCE@VOUGHTAIRCRAFT.COM ONE WEEK (7 DAYS) BEFORE
CARGO IS SCHEDULED TO SHIP. VOUGHT'S TRADE COMPLIANCE TEAM WILL CREATE AN
ACCOUNT WITHIN THE SYSTEM, AND FORWARD INSTRUCTIONS TO SELLER SO IT CAN
COMPLETE THE ISF PROCESS.
M300.001
CLAUSE M300: DELIVERED DUTY PAID (DDP) SELLER SHALL DELIVER ALL PRODUCTS
DELIVERED DUTY PAID (DDP) TO VOUGHT AIRCRAFT INDUSTRIES AT THE SHIP TO ADDRESS
IN THIS PURCHASE ORDER, PER INCOTERMS 2000. SELLER SHALL BE THE IMPORTER OF
RECORD OF THE PRODUCTS, AND IN ACCORDANCE WITH THE DDP INCOTERMS 2000
REQUIREMENTS, SHALL DELIVER THE PRODUCTS CLEARED FOR IMPORT BY U.S. CUSTOMS.
SELLER SHALL BE RESPONSIBLE FOR COMPLIANCE WITH ALL U.S. IMPORT LAWS AND
REGULATIONS IN THE IMPORT OF THE PRODUCTS, INCLUDING OBTAINING ALL NECESSARY
IMPORT CLEARANCES, LICENSES AND OTHER OFFICIAL AUTHORIZATIONS. SELLER IS ALSO
RESPONSIBLE FOR NECESSARY DOCUMENTATION AND THE PAYMENT OF ALL CUSTOMS
DUTIES, FORMALITIES, TAXES, AND OTHER CHARGES NECESSARY FOR IMPORT OF THE
PRODUCTS.
WHEN PRODUCT IS BEING SHIPPED TO VOUGHT VIA OCEAN TRANSPORTATION, SELLER
MUST COMPLY WITH U.S. CUSTOMS' IMPORTER SECURITY FILING (ISF) REGULATIONS AS
OUTLINED IN 19CFR PART 149. SELLER SHALL BE RESPONSIBLE FOR ANY MONETARY
PENALTIES ISSUED BY U.S. CUSTOMS AGAINST VOUGHT DUE TO SELLER'S FAILURE TO
ADHERE TO THESE REGULATIONS.
M303.000
CLAUSE M303: DELIVERED DUTY UNPAID (DDU) SELLER SHALL DELIVER ALL PRODUCTS
DELIVERED DUTY UNPAID (DDU) TO VOUGHT AIRCRAFT INDUSTRIES AT THE SHIP TO
ADDRESS IN THIS PURCHASE ORDER, PER INCOTERMS 2000. SELLER IS RESPONSIBLE FOR
ALL COST AND RESPONSIBILITY TO MOVE THE GOODS FROM ORIGIN TO THE INDICATED
DELIVERY POINT, EXCLUDING THOSE ASSOCIATED WITH U.S. CUSTOMS. SELLER OR
SELLER'S AGENT MUST PROVIDE, VIA EMAIL, A PREALERT CONSISTING OF A COMPLETED
COMMERCIAL INVOICE, PACKING LIST, BILL OF LADING, AND ANY OTHER SUPPORTING
DOCUMENTS. THIS PREALERT MUST BE SENT TO
TRADECOMPLIANCE@VOUGHTAIRCRAFT.COM BEFORE CARGO IS SHIPPED. IF USING AN
EXPRESS COURIER (FEDEX, UPS, DHL, TNT, ETC) UNDER THIS INCOTERM, THE SELLER IS
REQUIRED TO USE FEDEX. NON-COMPLIANT SHIPMENTS WILL BE REFUSED AND RETURNED
AT SELLER'S EXPENSE.
WHEN PRODUCT IS BEING SHIPPED TO VOUGHT VIA OCEAN TRANSPORTATION, SELLER
MUST COMPLY WITH U.S. CUSTOMS' IMPORTER SECURITY FILING (ISF) REGULATIONS AS
OUTLINED IN 19CFR PART 149. SELLER IS REQUIRED TO ACCESS VOUGHT'S ONLINE ISF TOOL
VIA THE INTERNET, AND TRANSMIT REQUIRED SHIPMENT INFORMATION WHEN THE
CONTAINER IS STUFFED - NO LESS THAN 48 HOURS PRIOR TO THE PRODUCT'S LOADING
ONTO THE EXPORT VESSEL. SELLER SHALL BE RESPONSIBLE FOR ANY MONETARY
PENALTIES ISSUED BY U.S. CUSTOMS AGAINST VOUGHT DUE TO SELLER'S FAILURE TO
ADHERE TO THESE REGULATIONS. IF SELLER DOES NOT HAVE AN ACCOUNT SET UP IN
VOUGHT'S ONLINE ISF TOOL, THEN SELLER MUST NOTIFY VOUGHT'S TRADE COMPLIANCE
GROUP AT TRADECOMPLIANCE@VOUGHTAIRCRAFT.COM ONE WEEK (7 DAYS) BEFORE
CARGO IS SCHEDULED TO SHIP. VOUGHT'S TRADE COMPLIANCE TEAM WILL CREATE AN
ACCOUNT WITHIN THE SYSTEM, AND FORWARD INSTRUCTIONS TO SELLER SO IT CAN
COMPLETE THE ISF PROCESS.
M304.000
CLAUSE M304: FREE CARRIER (FCA) SELLER SHALL DELIVER ALL PRODUCTS FREE CARRIER
(FCA) TO VOUGHT'S AGENT/CARRIER AT (the designated location), PER INCOTERMS 2000.
SELLER IS RESPONSIBLE FOR ALL COST AND RESPONSIBILITY TO DELIVER THE PRODUCT TO
VOUGHT'S DESIGNATED AGENT AT THE AGREED UPON LOCATION. SELLER SHALL PROVIDE
COMMERCIAL INVOICE, PACKING LIST, AND ANY OTHER SUPPORTING DOCUMENTS TO
VOUGHT'S AGENT PRIOR TO DELIVERY OF PRODUCT.
Page 114 of 237
WHEN PRODUCT IS BEING SHIPPED TO VOUGHT VIA OCEAN TRANSPORTATION, SELLER
MUST COMPLY WITH U.S. CUSTOMS' IMPORTER SECURITY FILING (ISF) REGULATIONS AS
OUTLINED IN 19CFR PART 149. SELLER IS REQUIRED TO ACCESS VOUGHT'S ONLINE ISF TOOL
VIA THE INTERNET, AND TRANSMIT REQUIRED SHIPMENT INFORMATION WHEN THE
CONTAINER IS STUFFED - NO LESS THAN 48 HOURS PRIOR TO THE PRODUCT'S LOADING
ONTO THE EXPORT VESSEL. SELLER SHALL BE RESPONSIBLE FOR ANY MONETARY
PENALTIES ISSUED BY U.S. CUSTOMS AGAINST VOUGHT DUE TO SELLER'S FAILURE TO
ADHERE TO THESE REGULATIONS. IF SELLER DOES NOT HAVE AN ACCOUNT SET UP IN
VOUGHT'S ONLINE ISF TOOL, THEN SELLER MUST NOTIFY VOUGHT'S TRADE COMPLIANCE
GROUP AT TRADECOMPLIANCE@VOUGHTAIRCRAFT.COM ONE WEEK (7 DAYS) BEFORE
CARGO IS SCHEDULED TO SHIP. VOUGHT'S TRADE COMPLIANCE TEAM WILL CREATE AN
ACCOUNT WITHIN THE SYSTEM, AND FORWARD INSTRUCTIONS TO SELLER SO IT CAN
COMPLETE THE ISF PROCESS.
M305.000
CLAUSE M305: EX WORKS (EXW) SELLER SHALL MAKE PRODUCT AVAILABLE EX WORKS
(EXW) FOR PICKUP BY VOUGHT'S DESIGNATED AGENT AT SELLER'S FACILITY LOCATED AT
_(insert physical address of supplier shipping point)_, PER INCOTERMS 2000. SELLER SHALL
PROVIDE COMMERCIAL INVOICE, PACKING LIST, AND ANY OTHER SUPPORTING DOCUMENTS
TO VOUGHT'S AGENT PRIOR TO OR AT THE TIME OF PICKUP.
WHEN PRODUCT IS BEING SHIPPED TO VOUGHT VIA OCEAN TRANSPORTATION, SELLER
MUST COMPLY WITH U.S. CUSTOMS' IMPORTER SECURITY FILING (ISF) REGULATIONS AS
OUTLINED IN 19CFR PART 149. SELLER IS REQUIRED TO ACCESS VOUGHT'S ONLINE ISF TOOL
VIA THE INTERNET, AND TRANSMIT REQUIRED SHIPMENT INFORMATION WHEN THE
CONTAINER IS STUFFED - NO LESS THAN 48 HOURS PRIOR TO THE PRODUCT'S LOADING
ONTO THE EXPORT VESSEL. SELLER SHALL BE RESPONSIBLE FOR ANY MONETARY
PENALTIES ISSUED BY U.S. CUSTOMS AGAINST VOUGHT DUE TO SELLER'S FAILURE TO
ADHERE TO THESE REGULATIONS. IF SELLER DOES NOT HAVE AN ACCOUNT SET UP IN
VOUGHT'S ONLINE ISF TOOL, THEN SELLER MUST NOTIFY VOUGHT'S TRADE COMPLIANCE
GROUP AT TRADECOMPLIANCE@VOUGHTAIRCRAFT.COM ONE WEEK (7 DAYS) BEFORE
CARGO IS SCHEDULED TO SHIP. VOUGHT'S TRADE COMPLIANCE TEAM WILL CREATE AN
ACCOUNT WITHIN THE SYSTEM, AND FORWARD INSTRUCTIONS TO SELLER SO IT CAN
COMPLETE THE ISF PROCESS.
M306.000
SELLER ACCEPTS ALL RESPONSIBILITY FOR THE INFORMATION PROVIDED ON THE NAFTA
CERTIFICATE OF ORIGIN. BY COMPLETING AND SIGNING THE NAFTA CERTIFICATE, SELLER
ACCEPTS RESPONSIBILITY THAT THE INFORMATION PROVIDED REGARDING NAFTA
ELIGIBILITY IS COMPLETE AND ACCURATE. SELLER ALSO ACCEPTS ALL LIABILITY RESULTING
FROM INACCURATE DATA OR FAILURE TO COMPLY WITH NAFTA REQUIREMENTS.
M306
Clause M306: Seller accepts all responsibility for the information provided on the NAFTA Certificate of
Origin. By completing and signing the NAFTA Certificate, Seller accepts responsibility that the
information provided regarding NAFTA eligibility is complete and accurate. Seller also accepts all
liability resulting from inaccurate data or failure to comply with NAFTA requirements.
(2-22-12)
O131.000
SELLER AGREES THAT BUYER WILL NOT INCUR ANY TERMINATION LIABILITY IF THIS
PURCHASE ORDER IS TERMINATED ON OR BEFORE _____. SELLER FURTHER AGREES THAT
BUYER MAY, UPON PRIOR WRITTEN NOTICE, EXTEND SAID TERMINATION DATE UP TO _____
DAYS BEYOND THE DATE SPECIFIED ABOVE.
O136.000
NOTWITHSTANDING PRICES OR ANY OTHER PROVISION AS AGREED UPON AND STATED
HEREIN, IF THIS ORDER IS TERMINATED, BUYER SHALL NOT BE OBLIGATED TO PAY SELLER
FOR PERFORMANCE OF WORK HEREUNDER IN AN AMOUNT EXCEEDING $_____ (OR SUCH
OTHER AMOUNT AS BUYER MAY HEREAFTER SPECIFY IN WRITING) FOR ALL COST AND
PROFIT, INCLUDING SUBCONTRACT, SUPPLIER, AND SETTLEMENT COST, WHICH MAY BE
ALLOWED HEREUNDER. SELLER WILL NOT BE BOUND TO CONTINUE PERFORMANCE
HEREUNDER IF SUCH PERFORMANCE WOULD CAUSE THE AMOUNT EXPENDED BY SELLER,
TOGETHER WITH A REASONABLE ALLOWANCE FOR PROFIT, TO EXCEED SUCH LIMITATION. IF
SELLER BELIEVES AN INCREASE IN SUCH LIMITATION IS NECESSARY, WITHIN 60 DAYS,
Page 115 of 237
SELLER SHALL NOTIFY BUYER, PROPOSING A NEW LIMITATION FIGURE AND GIVING
APPROPRIATE SUPPORTING DATA, SO BUYER MAY, AT ITS DISCRETION, INCREASE SUCH
LIMITATION. SELLER SHALL PROCEED WITH PERFORMANCE IN A SEQUENTIAL AND ORDERLY
MANNER, TO AFFORD BEST OVERALL ECONOMICS AND LOWEST COST CONSIDERING
PROGRAM REQUIREMENTS.
O137.000
NOTWITHSTANDING ANY OTHER PROVISION OF THIS ORDER, INCLUDING THE TERMINATION
FOR CONVENIENCE AND THE CHANGES CLAUSES, BUYER SHALL NOT IN ANY EVENT BE
LIABLE FOR : (1) PROCUREMENT OF RAW MATERIAL MORE THAN _____ MONTHS PRIOR TO
THE PURCHASE ORDER SHIP DATE; OR (2) PRODUCTION COSTS FOR ANY LINE ITEM MORE
THAN _____ MONTHS PRIOR TO THE PURCHASE ORDER SHIP DATE.
O138.000
THIS CONFIRMS FAX/LETTER, DATED _____, WHICH READ AS FOLLOWS - YOU ARE DIRECTED
TO IMMEDIATELY STOP ALL WORK AND MATERIAL PROCUREMENT ON PURCHASE ORDER
NUMBER _____, ITEM NO. _____; PART NO. _____. MAKE NO FURTHER SHIPMENTS, STOP ALL
SUBCONTRACTS AND PLACE NO FURTHER PROCUREMENTS AGAINST THIS ORDER IN
SUPPORT OF PRODUCTION/MANUFACTURE OF THE PART NUMBER(S) IDENTIFIED IN THIS
STOP WORK ORDER. FAX SIMILAR INSTRUCTIONS TO ALL AFFECTED SUBCONTRACTORS
AND SELLERS IMMEDIATELY. YOU MAY TAKE ANY ADDITIONAL ACTION CONSISTENT WITH
THIS ORDER TO MINIMIZE COSTS THAT MAY BE ASSOCIATED WITH THIS WORK STOPPAGE.
THIS STOP WORK ORDER SHALL LAST FOR A PERIOD OF _____ UNLESS EXTENDED BY
MUTUAL AGREEMENT OF BUYER AND SELLER.
O138
Clause O138: This confirms fax/letter, dated _____, which read as follows - you are directed to
immediately stop all work and material procurement on Order number _____, item no. _____; part no.
_____. Make no further shipments, stop all subcontracts and place no further procurements against
this Order in support of production/manufacture of the part number(s) identified in this stop work order.
Fax similar instructions to all affected subcontractors immediately. You may take any additional action
consistent with this Order to minimize costs that may be associated with this work stoppage. This stop
work order shall last for a period of _____ unless extended by mutual agreement of Buyer and Seller.
(11-8-11)
O139.000
TERMINATION CHANGE ORDER INSTRUCTIONS
THIS ORDER IS HEREBY TERMINATED IN WHOLE OR IN PART AS REFLECTED ON THE FACE
HEREOF. ACCORDINGLY, SELLER SHALL:
1.
IMMEDIATELY STOP WORK AND DELIVERIES AND NOTIFY ITS SUPPLIERS AND
SUBCONTRACTORS TO STOP WORK AND DELIVERIES ON MATERIAL AFFECTED BY
THIS TERMINATION.
2.
NOT SHIP COMPLETED UNITS, WORK-IN-PROCESS, PURCHASE PARTS OR RAW
MATERIALS ALLOCABLE TO THE TERMINATED PORTION OF THIS ORDER. SELLER
SHALL SEGREGATE AND HOLD SUCH MATERIALS PENDING RECEIPT OF BUYER'S
INSTRUCTIONS.
3.
PRESENT ANY CLAIM UNDER THIS TERMINATION IN ACCORDANCE WITH
TERMINATION INSTRUCTIONS FURNISHED BY BUYER. (A COPY OF THESE
INSTRUCTIONS WILL BE FURNISHED UPON REQUEST.)
IF THE RELEASE ON THE FACE OF THIS CHANGE ORDER IS SIGNED BY SELLER, SELLER
AGREES THAT IN CONSIDERATION OF RELEASE BY BUYER FROM ANY OBLIGATION TO
PERFORM FURTHER WORK OR SERVICES OR TO MAKE FURTHER DELIVERIES OF ARTICLES
OR MATERIALS ELIMINATED BY THE NOTICE OF TERMINATION, SELLER BY EXECUTION OF
THE RELEASE ON THE FACE HEREOF, DOES RELEASE AND DISCHARGE BUYER FROM AND
AGAINST ANY AND ALL LIABILITY, CLAIMS, SUITS AND DAMAGES ARISING UNDER, OR BY
REASON OF, THE MODIFICATION OR TERMINATION EFFECTED BY THE NOTICE OF
TERMINATION; PROVIDED, HOWEVER, THAT NOTHING HEREIN CONTAINED SHALL IMPAIR OR
AFFECT IN ANY WAY ANY OTHER COVENANTS, TERMS OR CONDITION OF THE PURCHASE
ORDER, INCLUDING, WITHOUT LIMITATION, THE OBLIGATION OF SELLER TO COMPLETE
PERFORMANCE OF THE CONTINUING PORTION THEREOF, IF ANY, AND OF BUYER TO MAKE
PAYMENT THEREFOR, ALL IN ACCORDANCE WITH THE TERMS OF THE PURCHASE ORDER, AS
MODIFIED BY THE NOTICE OF TERMINATION. SELLER FURTHER AGREES TO ACCOUNT FOR
ANY MATERIALS FURNISHED BY BUYER FOR PERFORMANCE OF THE WORK ELIMINATED
Page 116 of 237
FROM THE ORDER BY THE NOTICE OF TERMINATION AND NOT REQUIRED FOR THE
CONTINUING PORTION THEREOF, TO PREPARE AND SUBMIT PROMPTLY INVENTORY
SCHEDULES LISTING SUCH MATERIALS IN ITS POSSESSION, AND TO SEGREGATE AND HOLD
SUCH MATERIALS PENDING RECEIPT OF DISPOSITION INSTRUCTIONS FROM BUYER.
O139.001
TERMINATION CHANGE ORDER INSTRUCTIONS
THIS ORDER IS HEREBY TERMINATED IN WHOLE OR IN PART AS REFLECTED ON THE FACE
HEREOF IN ACCORDANCE WITH THE TERMINATION FOR CONVENIENCE CLAUSE OF THIS
ORDER. ACCORDINGLY, SELLER SHALL:
1.
IMMEDIATELY STOP WORK AND DELIVERIES AND NOTIFY ITS SUPPLIERS AND
SUBCONTRACTORS TO STOP WORK AND DELIVERIES ON MATERIAL AFFECTED BY
THIS TERMINATION.
2.
NOT SHIP COMPLETED UNITS, WORK-IN-PROCESS, PURCHASE PARTS OR RAW
MATERIALS ALLOCABLE TO THE TERMINATED PORTION OF THIS ORDER. SELLER
SHALL SEGREGATE AND HOLD SUCH MATERIALS PENDING RECEIPT OF BUYER'S
INSTRUCTIONS.
3.
PRESENT ANY CLAIM UNDER THIS TERMINATION WITHIN 90 DAYS FROM THE
EFFECTIVE DATE OF TERMINATION (OR SUCH OTHER TIME PERIOD AS THE PARTIES
MAY HAVE AGREED) IN ACCORDANCE WITH TERMINATION INSTRUCTIONS
FURNISHED BY BUYER. (A COPY OF THESE INSTRUCTIONS WILL BE FURNISHED
UPON REQUEST.) FAILURE TO SUBMIT A CLAIM WITHIN THE PRESCRIBED TIME
PERIOD WILL RESULT IN SELLER FORFEITING ITS RIGHT TO ANY CLAIM AS A RESULT
OF THIS TERMINATION ACTION. REQUESTS FOR INSTRUCTIONS AND ANY OTHER
INQUIRIES REGARDING TERMINATIONS SHOULD BE DIRECTED TO BUYER'S
PROCUREMENT REPRESENTATIVE.
IF SELLER DOES NOT ASSERT A TERMINATION CLAIM WITHIN THE TIME PERIOD PRESCRIBED,
SELLER AGREES THAT IN CONSIDERATION OF RELEASE BY BUYER FROM ANY OBLIGATION
TO PERFORM FURTHER WORK OR SERVICES OR TO MAKE FURTHER DELIVERIES OF
ARTICLES OR MATERIALS ELIMINATED BY THIS TERMINATION CHANGE ORDER, SELLER DOES
RELEASE AND DISCHARGE BUYER FROM AND AGAINST ANY AND ALL LIABILITY, CLAIMS,
SUITS AND DAMAGES ARISING UNDER, OR BY REASON OF, THE MODIFICATION OR
TERMINATION EFFECTED BY THIS TERMINATION CHANGE ORDER; PROVIDED, HOWEVER,
THAT NOTHING HEREIN CONTAINED SHALL IMPAIR OR AFFECT IN ANY WAY ANY OTHER
COVENANTS, TERMS OR CONDITION OF THE PURCHASE ORDER, INCLUDING, WITHOUT
LIMITATION, THE OBLIGATION OF SELLER TO COMPLETE PERFORMANCE OF THE CONTINUING
PORTION THEREOF, IF ANY, AND OF BUYER TO MAKE PAYMENT THEREFOR, ALL IN
ACCORDANCE WITH THE TERMS OF THE PURCHASE ORDER, AS MODIFIED BY THIS
TERMINATION CHANGE ORDER. SELLER FURTHER AGREES TO ACCOUNT FOR ANY
MATERIALS FURNISHED BY BUYER FOR PERFORMANCE OF THE WORK ELIMINATED FROM
THE ORDER BY THIS TERMINATION CHANGE NOTICE AND NOT REQUIRED FOR THE
CONTINUING PORTION THEREOF, TO PREPARE AND SUBMIT PROMPTLY INVENTORY
SCHEDULES LISTING SUCH MATERIALS IN ITS POSSESSION, AND TO SEGREGATE AND HOLD
SUCH MATERIALS PENDING RECEIPT OF DISPOSITION INSTRUCTIONS FROM BUYER.
O139
Termination Change Order Instructions
(11-8-11)
This Order is hereby terminated in whole or in part as reflected on the face hereof in accordance with
the Termination for Convenience clause of this Order. Accordingly, Seller shall:
1.
Immediately stop work and deliveries and notify its sellers and subcontractors to stop work
and deliveries on material affected by this termination.
2.
Not ship completed units, work-in-process, purchase parts or raw materials allocable to the
terminated portion of this Order. Seller shall segregate and hold such materials pending receipt of
Buyer's instructions.
3.
Present any claim under this termination within 90 days from the effective date of termination
(or such other time period as the parties may have agreed) in accordance with termination instructions
furnished by Buyer. (A copy of these instructions will be furnished upon request.) Failure to submit a
claim within the prescribed time period will result in Seller forfeiting its right to any claim as a result of
Page 117 of 237
this termination action. Requests for instructions and any other inquiries regarding terminations should
be directed to Buyer's Authorized Purchasing Representative.
If Seller does not assert a termination claim within the time period prescribed, Seller agrees that in
consideration of release by Buyer from any obligation to perform further work or services or to make
further deliveries of articles or materials eliminated by this termination change order, Seller does
release and discharge Buyer from and against any and all liability, claims, suits and damages arising
under, or by reason of, the modification or termination effected by this termination change order;
provided, however, that nothing herein contained shall impair or affect in any way any other covenants,
terms or condition of the Order, including, without limitation, the obligation of Seller to complete
performance of the continuing portion thereof, if any, and of Buyer to make payment therefor, all in
accordance with the terms of the Order, as modified by this termination change order. Seller further
agrees to account for any materials furnished by Buyer for performance of the work eliminated from the
Order by this termination change notice and not required for the continuing portion thereof, to prepare
and submit promptly inventory schedules listing such materials in its possession, and to segregate and
hold such materials pending receipt of disposition instructions from Buyer.
P711.000
PRESERVATION, PACKAGING AND PACKING OF ALL DELIVERABLE HARDWARE SHALL BE IN
ACCORDANCE WITH GOOD COMMERCIAL PRACTICE, UNLESS OTHERWISE SPECIFIED IN THIS
ORDER.
P712.000
HI-LITE PIN PACKAGING INSTRUCTION. IN ADDITION TO EXHIBIT "A" TO TERMS T-13,
"PACKAGING FOR HARDWARE AND SMALL ELECTRICAL SUPPLIES", (STANDARD NOTE
T408.000), THE FOLLOWING APPLIES: UNIT PACKAGE MATERIAL MUST BE TRANSLUCENT
(CLEAR) AND PACKAGE LABEL MUST BEAR THE FOLLOWING:
1. PART NUMBER; 2. QUANTITY - 50 PIECES MAXIMUM; 3. MANUFACTURER; 4.
MANUFACTURER'S LOT NUMBER; 5. BUYER'S PO NUMBER; 6. AVERAGE HEAD GAGE
PROTRUSION (H) PER BOEING DOCUMENT D-11805 MEASURED AT FINAL INSPECTION, FOR
EACH LOT PRESENTED, EXPRESSED IN INCHES; 7. STANDARD DEVIATION (SIGMA) OF HEAD
PROTRUSION (H) PER BOEING DOCUMENT D-11805 (STANDARD DEVIATION AS DEFINED BY
BOEING DOCUMENT D1-9000 EXPRESSED IN INCHES).
P713.000
A TEMPERATURE RECORDER SHALL BE INCLUDED IN EACH SHIPMENT OF THIS ORDER. THE
RECORDER SHALL PROVIDE A PERMANENT TEMPERATURE HISTORY OF THE SHIPMENT
UPON ARRIVAL AT BUYER'S FACILITY. THE RECORDER SHALL HAVE A RANGE OF -20 TO 70 F
AND ACCURACY OF 5% OF FULL SCALE. THE TEMPERATURE SENSOR SHALL BE PLACED
INSIDE THE SELECTED SHIPPING CONTAINER. FOR LIQUIDS, IT SHALL BE AS CLOSE TO THE
PRODUCT AS POSSIBLE TO REFLECT ACTUAL PRODUCT TEMPERATURE. THE CONTAINER
WITH THE RECORDER SHALL BE IDENTIFIED WITH BRIGHT COLOR TAPE AND THE WORD
"RECORDER" ON THE OUTSIDE OF THE BOX. THE RECORDER S/N AND BOX NO. CONTAINING
THE RECORDER SHALL BE IDENTIFIED ON THE PACKING LIST.
P713
Clause P713: A temperature recorder shall be included in each shipment of this Order. The recorder
shall provide a permanent temperature history of the shipment upon arrival at Buyer's facility. The
recorder shall have a range of -20 to 70 F and accuracy of 5% of full scale. The temperature sensor
shall be placed inside the selected shipping container. For liquids, it shall be as close to the product as
possible to reflect actual product temperature. The container with the recorder shall be identified with
bright color tape and the word "recorder" on the outside of the box. The recorder s/n and box no.
containing the recorder shall be identified on the packing list.
(11-8-11)
P714.000
THE MAXIMUM TEMPERATURE OF THE MATERIAL SHIPPED UNDER THIS ORDER SHALL NOT
EXCEED ZERO DEGREES FAHRENHEIT WHEN SHIPPED AND WHILE IN TRANSIT.
P714
Clause P714: The maximum temperature of the material shipped under this Order shall not exceed
_________ degrees Fahrenheit when shipped and while in transit.
(11-8-11)
P715.000
THE MAXIMUM TEMPERATURE OF THE MATERIAL SHIPPED UNDER THIS ORDER SHALL NOT
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EXCEED TEN DEGREES FAHRENHEIT WHEN SHIPPED AND WHILE IN TRANSIT.
P716.000
THE MAXIMUM TEMPERATURE OF THE MATERIAL SHIPPED UNDER THIS ORDER SHALL NOT
EXCEED FORTY DEGREES FAHRENHEIT WHEN SHIPPED AND WHILE IN TRANSIT.
P717.000
THE MAXIMUM TEMPERATURE OF THE MATERIAL SHIPPED UNDER THIS ORDER SHALL NOT
EXCEED FORTY-FIVE DEGREES FAHRENHEIT WHEN SHIPPED AND WHILE IN TRANSIT.
P718.000
THE MAXIMUM TEMPERATURE OF THE MATERIAL SHIPPED UNDER THIS ORDER SHALL NOT
EXCEED FIFTY DEGREES FAHRENHEIT WHEN SHIPPED AND WHILE IN TRANSIT.
P719.000
THE MAXIMUM TEMPERATURE OF THE MATERIAL SHIPPED UNDER THIS ORDER SHALL NOT
EXCEED EIGHTY DEGREES FAHRENHEIT WHEN SHIPPED AND WHILE IN TRANSIT.
P720.000
THE MAXIMUM TEMPERATURE OF THE MATERIAL SHIPPED UNDER THIS ORDER SHALL NOT
EXCEED NINETY DEGREES FAHRENHEIT WHEN SHIPPED AND WHILE IN TRANSIT.
P721.000
TWO (2) 14 + DAY TEMPERATURE RECORDERS SHALL BE INCLUDED IN ONE (1) BOX PER
SHIPMENT OF SUBJECT MATERIEL. THE BILL OF LADING MUST STATE THAT TEMPERATURE
RECORDERS ARE PART OF THE SHIPMENT. EACH BOX MUST BE PROPERLY MARKED
"EXPEDITE TO ZERO DEGREE FAHRENHEIT STORAGE IMMEDIATELY."
P721
Clause P721: Two (2) 14 + day temperature recorders shall be included in one (1) box per shipment of
subject materiel. The bill of lading must state that temperature recorders are part of the shipment.
Each box must be properly marked "expedite to zero degree Fahrenheit storage immediately."
(11-8-11)
P728.000
THE PART(S) IDENTIFIED ON THE FACE OF THIS ORDER ARE CRYOGENIC FITTINGS AND MUST
BE SHIPPED AND STORED IN INSULATED LIQUID NITROGEN CONTAINERS (DEWARS). THESE
CONTAINERS ARE REQUIRED TO MAINTAIN AN INTERNAL TEMPERATURE OF -320 DEG F.
THROUGHOUT THE SHIPPING PROCESS.
P728
Clause P728: The part(s) identified on the face of this Order are cryogenic fittings and must be
shipped and stored in insulated liquid nitrogen containers (dewars). These containers are required to
maintain an internal temperature of -320 deg F. throughout the shipping process.
(11-8-11)
P729.000
THE MAXIMUM TEMPERATURE OF THE MATERIAL SHIPPED UNDER THIS ORDER SHALL NOT
EXCEED MINUS TEN (-10) DEGREES CELSIUS (FOURTEEN (14) DEGREES FAHRENHEIT) WHEN
SHIPPED AND WHILE IN TRANSIT.
R101.000
SELLER WILL SUBMIT A PRODUCTION PROGRESS REPORT TO THE BUYER EVERY THIRTY
DAYS, OR MORE FREQUENTLY IF REQUESTED, INDICATING SCHEDULE STATUS OF EACH ITEM
OF THIS ORDER, AS WELL AS REWORK OR REPLACEMENT ORDERS RELATED TO THIS
ORDER. REPORT MUST SHOW EXPECTED DELIVERY DATES FOR ALL BEHIND SCHEDULE
ITEMS AS WELL AS REASON FOR DELINQUENCY. ALL REPORTS WILL BE SUBMITTED AT NO
ADDITIONAL COST TO BUYER.
R101
(11-8-11)
Clause R101: Seller will submit a production progress report to the Buyer every thirty days, or more
frequently if requested, indicating schedule status of each item of this Order, as well as rework or
replacement orders related to this Order. Report must show expected delivery dates for all behind
schedule items as well as reason for delinquency. All reports will be submitted at no additional cost to
Buyer.
R102.000
CLAUSE R102: RESTRICTIONS ON LOBBYING
1. APPLICABILITY
THIS CLAUSE APPLIES TO ALL SUPPLIERS, DOMESTIC AND FOREIGN, IF: BUYER'S PRODUCT
IS SOLD BY BUYER'S CUSTOMER, BOEING, INDIVIDUALLY OR INCORPORATED INTO ANOTHER
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PRODUCT SUCH AS AN AIRCRAFT, TO A CUSTOMER WHO FINANCES THE PURCHASE OF THE
PRODUCT WITH A DIRECT LOAN FROM THE EXPORT-IMPORT BANK OF THE UNITED STATES
("DIRECT LOAN"), AND THE SHIPSET PRICE OF THE PRODUCT, COMBINED WITH THE SHIPSET
PRICES OF ANY OTHER ITEMS SOLD TO BOEING BY BUYER WHICH ARE INCORPORATED INTO
THE PRODUCT SOLD TO BOEING'S CUSTOMER, EXCEEDS $100,000 U.S.
2. CERTIFICATION
UPON NOTIFICATION TO VOUGHT BY BOEING THAT IT BELIEVES THE ABOVE CONDITIONS ARE
MET AND THE BELOW DESCRIBED CERTIFICATE AND DISCLOSURE FORM ARE REQUIRED,
VOUGHT WILL NOTIFY SELLER THAT THE BELOW DESCRIBED CERTIFICATE AND DISCLOSURE
ARE REQUIRED. IF APPLICABLE, THE AIRCRAFT BEING FINANCED WILL BE IDENTIFIED. UPON
RECEIPT OF SUCH NOTICE, SELLER WILL EXECUTE A CERTIFICATE SUBSTANTIALLY IN THE
FORM OF THE "ANTI-LOBBYING CERTIFICATE" PROVIDED AS A FORM LETTER ON THE VOUGHT
INTERNET SITE AT
HTTP://WWW.VOUGHTAIRCRAFT.COM/SUPPLIERS/FORMS/FORMS_CONTRACT.HTM (NOTE:
THE WEB SITE MUST BE ENTERED USING LOWER CASE CHARACTERS). IF APPLICABLE, OMB
STANDARD FORM-LLL, "DISCLOSURE FORM TO REPORT LOBBYING" WILL BE EXECUTED BY
SELLER. (A COPY OF THE FORM CAN BE FOUND AT
HTTP://WWW.AHRQ.GOV/DOWNLOADS/PUB/RFP010003/LOBBYING.PDF) SELLER WILL
PROVIDE THE EXECUTED CERTIFICATE TO THE VOUGHT PROCUREMENT REPRESENTATIVE.
ALSO, SELLER WILL FORWARD TO THE VOUGHT PROCUREMENT REPRESENTATIVE ANY
ORIGINALS OF THE STANDARD FORM-LLL RECEIVED BY SELLER FROM ITS
SUBCONTRACTORS OF ANY TIER PROMPTLY UPON SELLER'S RECEIPT.
3. FLOW DOWN
WITH RESPECT TO ANY DIRECT LOAN, THE SUBSTANCE OF THIS CLAUSE SHALL APPLY TO
ALL OF SELLER'S SUPPLIERS OF ANY TIER WHO SUPPLY ITEMS WITH A SHIPSET PRICE
EXCEEDING $100,000 U.S. SELLER AGREES TO INCORPORATE THE SUBSTANCE OF THIS
CLAUSE, INCLUDING THIS SUBSECTION 3. FLOW DOWN IN ALL APPLICABLE SUBCONTRACTS,
AND TO REQUEST THAT EXISTING SUBCONTRACTORS WITH APPLICABLE SUBCONTRACTS
INCORPORATE THE SUBSTANCE OF THIS CLAUSE IN THOSE SUBCONTRACTS.
S113.000
AIRCRAFT PRODUCTION RATES PER MONTH BY PROGRAM AND, IF APPLICABLE, FOR LIFE OF
PROGRAM (“LOP”) OR LIFE OF CONTRACT (“LOC”):
BUYER, YOU MUST FREE TYPE THIS INFORMATION AFTER APPLYING THE STANDARD NOTE:
PROGRAM
S113
(11-8-11)
YEAR
YEAR
YEAR
YEAR
YEAR
YEAR
LOP/LOC
Clause S113: Aircraft production rates per month by program and, if applicable, for life of program
(“LOP”) or life of contract (“LOC”):
Program Year Year Year Year Year Year LOP/LOC
_______ ____ ____ ____ ____ ____ ____ _______
S114.000
LEAD TIMES. NOTWITHSTANDING OTHER CLAUSES IN THIS ORDER, INCLUDING BUT NOT
LIMITED TO THE “MARKET ACCESS AND SALES SUPPORT” AND “CHANGES” CLAUSES, IF
APPLICABLE, BUYER SHALL NOT IN ANY EVENT BE LIABLE FOR: (1) PROCUREMENT OF RAW
MATERIAL MORE THAN _____ MONTHS PRIOR TO SHIPPING SCHEDULE AND (2) ANY OTHER
PRODUCTION COST FOR ANY LINE ITEM MORE THAN _____ MONTHS PRIOR TO THE LINE
SHIPPING SCHEDULE.
S115.000
ADJUSTMENT OF SCHEDULES. THIS CLAUSE SUPERSEDES THE "CHANGES" CLAUSE OF
THE STANDARD TERMS AND CONDITIONS OF THIS PURCHASE ORDER ("PO"), TO THE
EXTENT THAT CHANGES IN SCHEDULE ARE ADDRESSED THEREIN.
1. AT ITS SOLE DISCRETION, BUYER MAY FROM TIME TO TIME CHANGE PO SHIPPING
SCHEDULES AND NOTIFY SELLER OF SHIPPING SCHEDULE CHANGES USING:
A. BUYER'S AUTOMATED PO RESCHEDULE SYSTEM ON THE INTERNET, OR ANY OTHER
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ELECTRONIC NOTICE MUTUALLY AGREED TO BY BUYER AND SELLER; AND/OR
B. WRITTEN COMMUNICATIONS TRANSMITTED BY FACSIMILE, WIRE, U.S. MAIL, COURIER,
OR ANY OTHER NON-AUTOMATED METHOD.
2. SUBJECT TO SUBPARAGRAPH 3 BELOW, UPON RECEIPT OF A CHANGE IN SCHEDULE,
SELLER SHALL:
A. IMMEDIATELY ADJUST PO SHIPPING SCHEDULES TO CONFORM WITH THE CHANGES
RECEIVED FROM BUYER AT NO INCREASE IN PRICE TO BUYER;
B. MAKE ALL SHIPMENTS STRICTLY IN ACCORDANCE WITH THE APPLICABLE SHIPPING
SCHEDULES AS CHANGED.
C. CONFIRM ITS ABILITY TO MEET A CHANGED SHIPPING SCHEDULE BY:
(1) PLACING A "Y" FOR "YES" IN THE ACCEPT FLAG FIELD PRIOR TO 4:00 P.M., CENTRAL
TIME, EACH FRIDAY, FOR CHANGES TRANSMITTED BY BUYER'S AUTOMATED PO
RESCHEDULE SYSTEM;
(2) NOTIFYING BUYER IN WRITING (BY FACSIMILE, WIRE, U.S. MAIL, COURIER, OR OTHER
METHOD AGREED TO BY THE PARTIES) WITHIN 96 HOURS (FOUR DAYS) FOR CHANGES
TRANSMITTED BY ANY OTHER METHOD.
D. NOTIFY BUYER THAT ALTHOUGH SELLER IS TAKING ACTIONS REQUIRED TO PROCEED
WITH THE ORDER AS CHANGED SELLER IS UNABLE TO MEET A SHIPPING SCHEDULE
CHANGE, AS FOLLOWS:
(1) FOR CHANGES TRANSMITTED BY BUYER'S AUTOMATED PO RESCHEDULE SYSTEM,
SEND A RESPONSE PRIOR TO 4:00 P.M., CENTRAL TIME, FRIDAY EACH WEEK, BY PLACING
AN "N" FOR "NO" IN THE ACCEPT FLAG FIELD AND AN EXPLANATION, IN THE APPROPRIATE
FIELD, WHY SELLER IS UNABLE TO SUPPORT BUYER'S NEED DATE; OR
(2) FOR CHANGES IN SHIPPING SCHEDULE TRANSMITTED THROUGH ANY METHOD OTHER
THAN THE AUTOMATED PO RESCHEDULE SYSTEM, NOTIFY BUYER, IN WRITING (BY
FACSIMILE, WIRE, U.S. MAIL, COURIER, OR OTHER METHOD AGREED TO BY THE PARTIES),
WITHIN 96 HOURS (FOUR DAYS) OF RECEIPT OF THE NOTICE, AND PROVIDE A WRITTEN
EXPLANATION WHY SELLER IS UNABLE TO SUPPORT BUYER'S NEED DATE.
3. SELLER MAY ONLY REQUEST AN EQUITABLE PRICE ADJUSTMENT PURSUANT TO THIS
CLAUSE WHEN SELLER DETERMINES THAT COMPLIANCE WITH THE SHIPPING SCHEDULE
CHANGE WILL REQUIRE SELLER OR ANY OF SELLER'S SUPPLIERS OR SUBCONTRACTORS
TO REMOVE ANY ITEM FROM ON-GOING PRODUCTION OR ASSEMBLY OPERATIONS; OR TO
USE OVERTIME HOURS OR PREMIUM OR EXPEDITED SHIPPING TO ACHIEVE THE SCHEDULE
CHANGE; AND BUYER PROVIDES SPECIFIC, PRIOR WRITTEN AUTHORIZATION FOR SELLER
TO TAKE SUCH ACTION.
4. NOTHING IN THIS CLAUSE SHALL EXCUSE SELLER FROM IMMEDIATELY PROCEEDING
WITH ALL REASONABLE ACTIONS TO COMPLY WITH THE ORDER AS CHANGED, INCLUDING
SELLER PROVIDING THE NOTICE SPECIFIED IN 2.D ABOVE AND FAILURE OF THE PARTIES TO
AGREE UPON ANY ADJUSTMENT TO BE MADE UNDER THIS CLAUSE.
S115.001
ADJUSTMENT OF SCHEDULES. THIS CLAUSE SUPERSEDES THE "CHANGES" CLAUSE OF
THE STANDARD TERMS AND CONDITIONS OF THIS PURCHASE ORDER ("PO"), TO THE
EXTENT THAT CHANGES IN SCHEDULE ARE ADDRESSED THEREIN.
1. AT ITS SOLE DISCRETION, BUYER MAY FROM TIME TO TIME CHANGE PO SHIPPING
SCHEDULES AND NOTIFY SELLER OF SHIPPING SCHEDULE CHANGES USING:
A. BUYER'S AUTOMATED PO RESCHEDULE SYSTEM ON THE INTERNET, OR ANY OTHER
ELECTRONIC NOTICE MUTUALLY AGREED TO BY BUYER AND SELLER; AND/OR
B. WRITTEN COMMUNICATIONS TRANSMITTED BY FACSIMILE, WIRE, U.S. MAIL, COURIER,
OR ANY OTHER NON-AUTOMATED METHOD.
2. SUBJECT TO SUBPARAGRAPH 3 BELOW, UPON RECEIPT OF A CHANGE IN SCHEDULE,
SELLER SHALL:
A. IMMEDIATELY ADJUST PO SHIPPING SCHEDULES TO CONFORM WITH THE CHANGES
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RECEIVED FROM BUYER AT NO INCREASE IN PRICE TO BUYER;
B. MAKE ALL SHIPMENTS STRICTLY IN ACCORDANCE WITH THE APPLICABLE SHIPPING
SCHEDULES AS CHANGED.
C. CONFIRM ITS ABILITY TO MEET A CHANGED SHIPPING SCHEDULE BY:
(1) PLACING A "Y" FOR "YES" IN THE ACCEPT FLAG FIELD PRIOR TO 4:00 P.M., CENTRAL
TIME, EACH FRIDAY, FOR CHANGES TRANSMITTED BY BUYER'S AUTOMATED PO
RESCHEDULE SYSTEM;
(2) NOTIFYING BUYER IN WRITING (BY FACSIMILE, WIRE, U.S. MAIL, COURIER, OR OTHER
METHOD AGREED TO BY THE PARTIES) WITHIN 96 HOURS (FOUR DAYS) FOR CHANGES
TRANSMITTED BY ANY OTHER METHOD.
D. NOTIFY BUYER THAT ALTHOUGH SELLER IS TAKING ACTIONS REQUIRED TO PROCEED
WITH THE ORDER AS CHANGED SELLER IS UNABLE TO MEET A SHIPPING SCHEDULE
CHANGE, AS FOLLOWS:
(1) FOR CHANGES TRANSMITTED BY BUYER'S AUTOMATED PO RESCHEDULE SYSTEM,
SEND A RESPONSE PRIOR TO 4:00 P.M., CENTRAL TIME, FRIDAY EACH WEEK, BY PLACING
AN "N" FOR "NO" IN THE ACCEPT FLAG FIELD, A DATE MUST BE INSERTED IN THE PROMISE
DATE FIELD (PRIOR TO ENTERING AN “N” IN THE ACCEPT FLAG FIELD), AND AN
EXPLANATION, IN THE APPROPRIATE FIELD, WHY SELLER IS UNABLE TO SUPPORT BUYER'S
NEED DATE; OR
(2) FOR CHANGES IN SHIPPING SCHEDULE TRANSMITTED THROUGH ANY METHOD OTHER
THAN THE AUTOMATED PO RESCHEDULE SYSTEM, NOTIFY BUYER, IN WRITING (BY
FACSIMILE, WIRE, U.S. MAIL, COURIER, OR OTHER METHOD AGREED TO BY THE PARTIES),
WITHIN 96 HOURS (FOUR DAYS) OF RECEIPT OF THE NOTICE, AND PROVIDE A WRITTEN
EXPLANATION WHY SELLER IS UNABLE TO SUPPORT BUYER'S NEED DATE.
3. SELLER MAY ONLY REQUEST AN EQUITABLE PRICE ADJUSTMENT PURSUANT TO THIS
CLAUSE WHEN SELLER DETERMINES THAT COMPLIANCE WITH THE SHIPPING SCHEDULE
CHANGE WILL REQUIRE SELLER OR ANY OF SELLER'S SUPPLIERS OR SUBCONTRACTORS
TO REMOVE ANY ITEM FROM ON-GOING PRODUCTION OR ASSEMBLY OPERATIONS; OR TO
USE OVERTIME HOURS OR PREMIUM OR EXPEDITED SHIPPING TO ACHIEVE THE SCHEDULE
CHANGE; AND BUYER PROVIDES SPECIFIC, PRIOR WRITTEN AUTHORIZATION FOR SELLER
TO TAKE SUCH ACTION.
4. NOTHING IN THIS CLAUSE SHALL EXCUSE SELLER FROM IMMEDIATELY PROCEEDING
WITH ALL REASONABLE ACTIONS TO COMPLY WITH THE ORDER AS CHANGED, INCLUDING
SELLER PROVIDING THE NOTICE SPECIFIED IN 2.D ABOVE AND FAILURE OF THE PARTIES TO
AGREE UPON ANY ADJUSTMENT TO BE MADE UNDER THIS CLAUSE.
S116.000
1. CHANGES. NOTWITHSTANDING THE PROVISIONS OF BUYER'S DOCUMENT TERMS T-2,
CONDITION 19, "CHANGES", SELLER AGREES THAT AN EQUITABLE PRICE OR SCHEDULE
ADJUSTMENT, OR BOTH, WILL BE MADE IN THIS AGREEMENT, AND ANY ORDERS HEREUNDER,
ONLY AS A RESULT OF CHANGES WITHIN THE GENERAL SCOPE OF THIS AGREEMENT IN
PRODUCT DRAWINGS, DESIGNS OR SPECIFICATIONS WHICH REQUIRE ALTERATION IN
MANUFACTURING PROCESS, PRODUCT DIMENSION, SPECIAL TOOLING, OR RAW MATERIAL.
FURTHERMORE, SELLER AGREES THAT ANY REQUEST FOR AN EQUITABLE ADJUSTMENT
WILL NOT INCLUDE ANY INDIRECT LABOR, GENERAL AND ADMINISTRATIVE, OVERHEAD, OR
OTHER SUCH COSTS INCURRED AS A RESULT OF SUCH CHANGE (FOR EXAMPLE, THE
FOLLOWING COSTS WILL BE BORNE BY SELLER: INDIRECT LABOR COSTS ASSOCIATED WITH
WORK ORDER ISSUANCE; SPECIAL TOOLING OR PRODUCT
IDENTIFICATION/REIDENTIFICATION; PLANNING DOCUMENT MODIFICATIONS; ETC.).
2. SELLER BANKED INVENTORY. SELLER IS REQUIRED TO MAINTAIN AT SELLER'S
WAREHOUSE A 30 DAY INVENTORY (HEREINAFTER "SELLER BANKED INVENTORY") BASED ON
THE ORIGINAL ESTIMATED REQUIREMENTS HEREOF WHICH SHALL BE AVAILABLE FOR
IMMEDIATE SHIPMENT TO BUYER AT THE UNIT PRICE SET FORTH HEREIN. BUYER SHALL NOT
PAY ANY EXPEDITE CHARGES FOR ITEMS MAINTAINED PER THIS PROVISION. IN THE EVENT
BUYER ORDERS SUCH SELLER BANKED INVENTORY, SELLER SHALL REPLACE SELLER
BANKED INVENTORY WITHIN THE LEAD TIMES AS ESTABLISHED HEREIN, OR AS MUTUALLY
AGREED UPON BY BUYER AND SELLER IN WRITING, IN ORDER TO PREVENT THE
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MANUFACTURE OF MINIMUM LOT SIZES.
A. SELLER AGREES NOT TO SELL, ASSIGN, LOAN, LEASE, MORTGAGE, PLEDGE OR
OTHERWISE CREATE A LIEN OR EQUITABLE INTEREST IN A THIRD PARTY WITH RESPECT TO
SELLER BANKED INVENTORY OR PERMIT SUCH SELLER BANKED INVENTORY TO BE SUBJECT
TO ANY LEGAL PROCESS. SELLER WARRANTS THAT SUCH SELLER BANKED INVENTORY
SHALL BE USED SOLELY AS DIRECTED BY BUYER AND SELLER WILL NOT PERMIT ANY OTHER
USE THEREOF.
B. SELLER SHALL STORE SELLER BANKED INVENTORY IN SUCH A MANNER THAT IT WILL NOT
BE DAMAGED OR IN ANY WAY RENDERED UNUSABLE FOR ITS INTENDED PURPOSE.
C. SELLER SHALL PROVIDE REPORTS ON SELLER BANKED INVENTORY STATUS IN THE
MANNER AND AT THE TIMES SPECIFIED BY BUYER.
D. SUBSEQUENT TO SELLER'S LAST DELIVERY OF PRODUCT(S) HEREUNDER, SELLER SHALL
COMPLY WITH THE PROVISIONS OF PARAGRAPH 3 BELOW.
3. INVENTORY AT COMPLETION. SUBSEQUENT TO SELLER'S LAST DELIVERY OF
PRODUCT(S), PRODUCTS WHICH CONTAIN, CONVEY, EMBODY OR WERE MANUFACTURED IN
ACCORDANCE WITH OR BY REFERENCE TO BUYER'S OR CUSTOMER'S PROPRIETARY
INFORMATION, INCLUDING, BUT NOT LIMITED TO, FINISHED GOODS, SELLER BANKED
INVENTORY, WORK-IN-PROCESS AND DETAIL COMPONENTS (HEREAFTER "INVENTORY")
WHICH ARE IN EXCESS OF ORDER QUANTITY SHALL BE MADE AVAILABLE TO BUYER FOR
PURCHASE. IN THE EVENT BUYER, IN ITS SOLE DISCRETION, ELECTS NOT TO PURCHASE THE
INVENTORY, SELLER MAY SCRAP THE INVENTORY. PRIOR TO SCRAPPING THE INVENTORY,
SELLER SHALL MUTILATE AND/OR RENDER IT UNUSABLE. SELLER SHALL MAINTAIN,
PURSUANT TO THEIR QUALITY ASSURANCE SYSTEM, RECORDS CERTIFYING DESTRUCTION
OF THE APPLICABLE INVENTORY. SAID CERTIFICATION SHALL STATE THE METHOD AND DATE
OF MUTILATION AND DESTRUCTION OF THE SUBJECT INVENTORY. BUYER SHALL HAVE THE
RIGHT TO REVIEW AND INSPECT THESE RECORDS AT ANY TIME IT DEEMS NECESSARY. IN
THE EVENT SELLER ELECTS TO MAINTAIN THE INVENTORY, SELLER SHALL NOT SELL OR
PROVIDE THE INVENTORY TO ANY THIRD PARTY WITHOUT PRIOR SPECIFIC WRITTEN
AUTHORIZATION FROM BUYER. FAILURE TO COMPLY WITH THESE REQUIREMENTS SHALL BE
A MATERIAL BREACH AND GROUNDS FOR DEFAULT PURSUANT TO THE TERMINATION FOR
CAUSE PROVISIONS OF TERMS T-2.
4. CAPABILITY IMPROVEMENTS.
A. SELLER WILL ASSIST BUYER IN IDENTIFYING POTENTIAL AREAS FOR IMPROVING SELLER'S
MANUFACTURING PROCESSES. MANUFACTURING PROCESS IMPROVEMENTS INCLUDE, BUT
ARE NOT LIMITED TO, INCREASING INVENTORY TURN RATES, REDUCING LEAD TIMES,
IDENTIFICATION OF POTENTIAL SOURCES OF SUPPLY, KITTING OF PARTS FOR ASSEMBLY,
PRODUCING "NEXT LEVEL ASSEMBLY(IES)" FOR BUYER, DEVELOPING MAKE/BUY STRATEGIES
AND REDUCING LOT SIZES.
B. SELLER WILL POSSESS OR DEVELOP AND IMPLEMENT AN ELECTRONIC DATA EXCHANGE
CAPABILITY AND AN INTERNET ACCESS FOR EXCHANGE OF DATA WITH BUYER. THESE
CAPABILITIES SHALL BE DEVELOPED AT SELLER'S EXPENSE.
5. COST REDUCTION INITIATIVES. SELLER AGREES TO NEGOTIATE WITH BUYER IN GOOD
FAITH TO REACH AGREEMENT ON A SHARED BENEFITS COST REDUCTION INITIATIVE WHICH
WILL BE MADE A PART OF THIS AGREEMENT. THE PURPOSE OF THE COST REDUCTION
INITIATIVE IS TO REDUCE THE TOTAL COST OF SUPPORTING BUYER'S PROGRAMS UNDER
THIS AGREEMENT. THE COST REDUCTION INITIATIVE WILL PROVIDE INCENTIVE FOR BUYER
AND SELLER TO DEVELOP AND IMPLEMENT CHANGES WHICH WILL LOWER BUYER'S
ACQUISITION COSTS FOR ITEMS COVERED BY THIS AGREEMENT. THE TARGET DATE FOR
REACHING A FIRM NEGOTIATED AGREEMENT ON THE TERMS OF THE COST REDUCTION
INITIATIVE SHALL BE 180 DAYS FROM THE DATE OF THIS AGREEMENT, UNLESS OTHERWISE
MUTUALLY AGREED UPON BY BUYER AND SELLER.
6. ALTERNATIVE PROCUREMENT. IF SELLER, UPON RECEIPT OF AN ORDER ISSUED BY
BUYER PURSUANT TO THIS AGREEMENT, IS UNABLE TO FULFILL THE REQUIREMENTS OF
BUYER'S ORDER AS TO QUANTITY, TIME OF DELIVERY, OR OTHERWISE, BUYER SHALL, IN
ADDITION TO ANY OTHER RIGHTS BUYER MAY HAVE AS A RESULT OF SELLER'S INABILITY TO
FULFILL THE ORDER, HAVE THE OPTION TO CANCEL SUCH ORDER OR ANY PORTION
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THEREOF, AND TO FILL THE ORDER FROM SOURCES OTHER THAN SELLER, WITHOUT ANY
PENALTY TO BUYER. FURTHER, PROVIDED BUYER HAS COMPLIED WITH SELLER'S LEAD TIME
REQUIREMENT AS SET FORTH IN THIS AGREEMENT, ANY QUANTITY OF THOSE PRODUCTS
WHICH BUYER PURCHASES FROM SOURCES OTHER THAN SELLER AS A RESULT OF SELLER'S
FAILURE TO FULFILL THE REQUIREMENTS OF BUYER'S ORDER WILL BE ADDED TO THE TOTAL
QUANTITY OF THAT PRODUCT PURCHASED IN ORDER TO DETERMINE ANY QUANTITY PRICE
BREAKS, IF APPLICABLE.
7. MARKET ACCESS AND SALES SUPPORT. IN ACCORDANCE WITH THE TERMS OF BUYER'S
AGREEMENT WITH ITS CUSTOMER, BUYER'S CUSTOMER MAY DIRECT BUYER TO PROCURE
GOODS AND SERVICES FROM SUBCONTRACTORS IN A COUNTRY, OR COUNTRIES, SPECIFIED
BY THE CUSTOMER. THEREFORE, NOTWITHSTANDING ANY OTHER PROVISION OF THIS
AGREEMENT TO THE CONTRARY, BUYER SHALL HAVE THE RIGHT AS OF THE DATE OF
RECEIVING NOTICE FROM ITS CUSTOMER DIRECTING BUYER TO PROCURE GOODS AND
SERVICES FROM SPECIFIED COUNTRY, OR COUNTRIES, AT BUYER'S SOLE OPTION AND AT
ANY TIME DURING PERFORMANCE OF THIS AGREEMENT OR ANY ORDER ISSUED
HEREUNDER, TO IMMEDIATELY TERMINATE ALL OR PART OF THIS AGREEMENT AND ALL
UNDELIVERED QUANTITIES ON ORDERS ISSUED HEREUNDER IN ACCORDANCE WITH THE
TERMINATION FOR CONVENIENCE CLAUSE HEREOF. ADDITIONALLY, NOTWITHSTANDING ANY
OTHER PROVISION OF THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, THE
TERMINATION FOR CONVENIENCE AND CHANGES CLAUSES, BUYER SHALL INCUR NO
TERMINATION LIABILITY FOR ACTIONS TAKEN PURSUANT TO THE PROVISIONS OF THIS
PARAGRAPH. IF ANY, OR ALL, OF THE WORK HEREUNDER IS TERMINATED PURSUANT TO
THIS PARAGRAPH, BUYER SHALL MAKE EVERY REASONABLE EFFORT, AT BUYER'S SOLE
OPTION, TO REPLACE SUCH TERMINATED WORK WITH AN EQUAL OR GREATER AMOUNT OF
FUTURE WORK.
8. TERMINATION FOR CONVENIENCE
A. AS IT PERTAINS TO PARAGRAPH 7 ABOVE, “MARKET ACCESS AND SALES SUPPORT”,
BUYER MAY TERMINATE PERFORMANCE OF WORK UNDER THIS ORDER IN WHOLE OR, FROM
TIME TO TIME, IN PART IF BUYER DETERMINES THAT A TERMINATION IS IN ITS INTEREST.
BUYER SHALL TERMINATE BY DELIVERING TO SELLER A NOTICE OF TERMINATION
SPECIFYING THE EXTENT OF TERMINATION AND THE EFFECTIVE DATE.
B. AFTER RECEIPT OF A NOTICE OF TERMINATION, AND EXCEPT AS DIRECTED BY BUYER,
SELLER SHALL IMMEDIATELY PROCEED WITH THE FOLLOWING OBLIGATIONS, REGARDLESS
OF ANY DELAY IN DETERMINING OR ADJUSTING ANY AMOUNTS DUE UNDER THIS CLAUSE:
(1) STOP WORK AS SPECIFIED IN THE NOTICE.
(2) PLACE NO FURTHER SUBCONTRACTS OR PURCHASE ORDERS (REFERRED TO AS
"SUBCONTRACTS" HEREIN) FOR MATERIALS, SERVICES, OR FACILITIES, EXCEPT AS
NECESSARY TO COMPLETE THE CONTINUED PORTION OF THIS ORDER.
(3) TERMINATE ALL SUBCONTRACTS TO THE EXTENT THEY RELATE TO THE WORK
TERMINATED.
(4) ASSIGN TO BUYER, AS DIRECTED BY BUYER, ALL RIGHT, TITLE, AND INTEREST OF SELLER
UNDER THE SUBCONTRACTS TERMINATED, IN WHICH CASE BUYER SHALL HAVE THE RIGHT
TO SETTLE OR TO PAY ANY TERMINATION SETTLEMENT PROPOSAL ARISING OUT OF THOSE
TERMINATION’S.
(5) WITH APPROVAL OR RATIFICATION TO THE EXTENT REQUIRED BY BUYER, SETTLE ALL
OUTSTANDING LIABILITIES AND TERMINATION SETTLEMENT PROPOSALS ARISING FROM THE
TERMINATION OF SUBCONTRACTS; THE APPROVAL OR RATIFICATION WILL BE FINAL FOR
PURPOSE OF THIS CLAUSE.
(6) AS DIRECTED BY BUYER, TRANSFER TITLE AND DELIVER TO BUYER:
(A) THE FABRICATED OR UNFABRICATED PARTS, WORK IN PROCESS, COMPLETED WORK,
SUPPLIES, AND OTHER MATERIAL PRODUCED OR ACQUIRED FOR THE WORK TERMINATED;
AND
(B) THE COMPLETED OR PARTIALLY COMPLETED PLANS, DRAWINGS, INFORMATION, AND
OTHER PROPERTY THAT, IF THE ORDER HAD BEEN COMPLETED, WOULD BE REQUIRED TO BE
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FURNISHED TO BUYER.
(7) COMPLETE PERFORMANCE OF THE WORK NOT TERMINATED.
(8) TAKE ANY ACTION THAT MAY BE NECESSARY, OR THAT BUYER MAY DIRECT, FOR THE
PROTECTION AND PRESERVATION OF THE PROPERTY RELATED TO THIS ORDER THAT IS IN
THE POSSESSION OF SELLER AND IN WHICH BUYER HAS OR MAY ACQUIRE AN INTEREST.
(9) USE ITS BEST EFFORTS TO SELL, AS DIRECTED OR AUTHORIZED BY BUYER, ANY
PROPERTY OF THE TYPES REFERRED TO IN SUBPARAGRAPH (6) ABOVE; PROVIDED,
HOWEVER, THAT SELLER:
(A) IS NOT REQUIRED TO EXTEND CREDIT TO ANY PURCHASER; AND
(B) MAY ACQUIRE THE PROPERTY UNDER THE CONDITIONS PRESCRIBED BY, AND AT PRICES
APPROVED BY, BUYER.
(C) THE PROCEEDS OF ANY TRANSFER OR DISPOSITION WILL BE APPLIED TO REDUCE ANY
PAYMENTS TO BE MADE BY BUYER UNDER THIS ORDER, CREDITED TO THE PRICE OR COST
OF THE WORK, OR PAID IN ANY OTHER MANNER DIRECTED BY BUYER.
C. AFTER TERMINATION, SELLER SHALL SUBMIT A FINAL TERMINATION SETTLEMENT
PROPOSAL TO BUYER IN THE FORM AND WITH THE CERTIFICATION PRESCRIBED BY BUYER.
SELLER SHALL SUBMIT THE PROPOSAL PROMPTLY, BUT NO LATER THAN TWENTY ONE (21)
CALENDAR DAYS FROM THE EFFECTIVE DATE OF TERMINATION, UNLESS EXTENDED IN
WRITING BY BUYER UPON WRITTEN REQUEST OF SELLER WITHIN THIS TWENTY ONE (21)
CALENDAR DAY PERIOD. HOWEVER, IF BUYER DETERMINES THAT THE FACTS JUSTIFY IT, A
TERMINATION SETTLEMENT PROPOSAL MAY BE RECEIVED AND ACTED ON AFTER TWENTY
ONE CALENDAR DAYS OR ANY EXTENSION. IF SELLER FAILS TO SUBMIT THE PROPOSAL
WITHIN THE TIME ALLOWED, BUYER MAY DETERMINE, ON THE BASIS OF INFORMATION
AVAILABLE, THE AMOUNT, IF ANY, DUE SELLER BECAUSE OF THE TERMINATION AND SHALL
PAY THE AMOUNT DETERMINED.
D. SUBJECT TO PARAGRAPH C ABOVE, SELLER AND BUYER MAY AGREE UPON THE WHOLE
OR ANY PART OF THE AMOUNT TO BE PAID BECAUSE OF THE TERMINATION. THE AMOUNT
MAY INCLUDE A REASONABLE ALLOWANCE FOR PROFIT ON WORK DONE. HOWEVER, THE
AGREED AMOUNT, WHETHER UNDER THIS PARAGRAPH D OR PARAGRAPH E BELOW,
EXCLUSIVE OF COSTS SHOWN IN SUBPARAGRAPH E.(3) BELOW, MAY NOT EXCEED THE
TOTAL ORDER PRICE AS REDUCED BY:
(1) THE AMOUNT OF PAYMENTS PREVIOUSLY MADE; AND
(2) THE ORDER PRICE OF WORK NOT TERMINATED.
(3) THE ORDER SHALL BE AMENDED, AND SELLER PAID THE AGREED AMOUNT. PARAGRAPH
E BELOW SHALL NOT LIMIT, RESTRICT, OR AFFECT THE AMOUNT THAT MAY BE AGREED
UPON TO BE PAID UNDER THIS PARAGRAPH.
E. IF SELLER AND BUYER FAIL TO AGREE ON THE WHOLE AMOUNT TO BE PAID BECAUSE OF
THE TERMINATION OF WORK, BUYER SHALL PAY SELLER THE AMOUNTS DETERMINED BY
BUYER AS FOLLOWS, BUT WITHOUT DUPLICATION OF ANY AMOUNTS AGREED ON UNDER
PARAGRAPH D ABOVE:
(1) THE ORDER PRICE FOR COMPLETED SUPPLIES OR SERVICES ACCEPTED BY BUYER (OR
SOLD OR ACQUIRED UNDER SUBPARAGRAPH B.(9)ABOVE) NOT PREVIOUSLY PAID FOR,
ADJUSTED BY ANY SAVING OF FREIGHT AND OTHER CHARGES.
(2) THE TOTAL OF (A) THE COSTS INCURRED IN THE PERFORMANCE OF THE WORK TERMINATED, INCLUDING
INITIAL COSTS AND PREPARATORY EXPENSE ALLOCABLE THERETO, BUT EXCLUDING ANY
COSTS ATTRIBUTABLE TO SUPPLIES OR SERVICES PAID OR TO BE PAID UNDER
SUBPARAGRAPH E.(1)ABOVE;
(B) THE COST OF SETTLING AND PAYING TERMINATION SETTLEMENT PROPOSALS UNDER
TERMINATED SUBCONTRACTS THAT ARE PROPERLY CHARGEABLE TO THE TERMINATED
PORTION OF THE ORDER IF NOT INCLUDED IN SUBPARAGRAPH E.(2)(A) ABOVE; AND
(C) A SUM, AS A PROFIT ON SUBPARAGRAPH E.(2)(A) ABOVE, DETERMINED BY BUYER TO BE
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FAIR AND REASONABLE; HOWEVER, IF IT APPEARS THAT SELLER WOULD HAVE SUSTAINED A
LOSS ON THE ENTIRE ORDER HAD IT BEEN COMPLETED, BUYER SHALL ALLOW NO PROFIT
UNDER THIS SUBPARAGRAPH E.(2)(C) AND SHALL REDUCE THE SETTLEMENT TO REFLECT
THE INDICATED RATE OF LOSS.
(3) THE REASONABLE COSTS OF SETTLEMENT OF THE WORK TERMINATED, INCLUDING (A) ACCOUNTING, LEGAL, CLERICAL, AND OTHER EXPENSES REASONABLY NECESSARY FOR
THE PREPARATION OF TERMINATION SETTLEMENT PROPOSALS AND SUPPORTING DATA;
(B) THE TERMINATION AND SETTLEMENT OF SUBCONTRACTS (EXCLUDING THE AMOUNTS OF
SUCH SETTLEMENTS); AND
(C) STORAGE, TRANSPORTATION, AND OTHER COSTS INCURRED, REASONABLY NECESSARY
FOR THE PRESERVATION, PROTECTION, OR DISPOSITION OF THE TERMINATION INVENTORY.
F. EXCEPT FOR NORMAL SPOILAGE, AND EXCEPT TO THE EXTENT THAT BUYER EXPRESSLY
ASSUMED THE RISK OF LOSS, BUYER SHALL EXCLUDE FROM THE AMOUNTS PAYABLE TO
SELLER UNDER PARAGRAPH E. ABOVE, THE FAIR VALUE, AS DETERMINED BY BUYER, OF
PROPERTY THAT IS DESTROYED, LOST, STOLEN, OR DAMAGED SO AS TO BECOME
UNDELIVERABLE TO BUYER OR A BUYER.
G. THE COST PRINCIPLES AND PROCEDURES OF PART 31 OF THE U.S. FEDERAL ACQUISITION
REGULATIONS, IN EFFECT ON THE DATE OF THIS ORDER, SHALL GOVERN ALL COSTS
CLAIMED, AGREED TO, OR DETERMINED UNDER THIS CLAUSE.
H. IN ARRIVING AT THE AMOUNT DUE SELLER UNDER THIS CLAUSE, THERE SHALL BE
DEDUCTED—
(1) ALL UNLIQUIDATED PAYMENTS TO SELLER UNDER THE TERMINATED PORTION OF THIS
ORDER;
(2) ANY CLAIM WHICH BUYER HAS AGAINST SELLER UNDER THIS CONTRACT; AND
(3) THE AGREED PRICE FOR, OR THE PROCEEDS OF SALE OF, MATERIALS, SUPPLIES, OR
OTHER THINGS ACQUIRED BY SELLER OR SOLD UNDER THE PROVISIONS OF THIS CLAUSE
AND NOT RECOVERED BY OR CREDITED TO BUYER.
I. IF THE TERMINATION IS PARTIAL, SELLER MAY FILE A PROPOSAL WITH BUYER FOR AN
EQUITABLE ADJUSTMENT OF THE PRICE(S) OF THE CONTINUED PORTION OF THIS ORDER.
BUYER SHALL MAKE ANY EQUITABLE ADJUSTMENT AGREED UPON. ANY PROPOSAL BY
SELLER FOR AN EQUITABLE ADJUSTMENT UNDER THIS CLAUSE SHALL BE REQUESTED
WITHIN TWENTY ONE (21) CALENDAR DAYS FROM THE EFFECTIVE DATE OF TERMINATION
UNLESS EXTENDED IN WRITING BY BUYER.
J. (1) BUYER MAY, UNDER THE TERMS AND CONDITIONS IT PRESCRIBES, MAKE PARTIAL
PAYMENTS AND PAYMENTS AGAINST COSTS INCURRED BY SELLER FOR THE TERMINATED
PORTION OF THIS ORDER, IF BUYER BELIEVES THE TOTAL OF THESE PAYMENTS WILL NOT
EXCEED THE AMOUNT TO WHICH SELLER WILL BE ENTITLED.
(2) IF THE TOTAL PAYMENTS EXCEED THE AMOUNT FINALLY DETERMINED TO BE DUE,
SELLER SHALL REPAY THE EXCESS TO BUYER UPON DEMAND, TOGETHER WITH INTEREST
COMPUTED AT THE RATE ESTABLISHED BY THE U.S. SECRETARY OF THE TREASURY UNDER
50 U.S.C. APP. 1215(B)(2). INTEREST SHALL BE COMPUTED FOR THE PERIOD FROM THE DATE
THE EXCESS PAYMENT IS RECEIVED BY SELLER TO THE DATE THE EXCESS IS REPAID.
INTEREST SHALL NOT BE CHARGED ON ANY EXCESS PAYMENT DUE TO A REDUCTION IN
SELLER’S TERMINATION SETTLEMENT PROPOSAL BECAUSE OF RETENTION OR OTHER
DISPOSITION OF TERMINATION INVENTORY UNTIL TEN (10) DAYS AFTER THE DATE OF THE
RETENTION OR DISPOSITION, OR A LATER DATE DETERMINED BY BUYER BECAUSE OF THE
CIRCUMSTANCES.
K. UNLESS OTHERWISE PROVIDED IN THIS ORDER, SELLER SHALL MAINTAIN ALL RECORDS
AND DOCUMENTS RELATING TO THE TERMINATED PORTION OF THIS ORDER FOR THREE (3)
YEARS AFTER FINAL SETTLEMENT. THIS INCLUDES ALL BOOKS AND OTHER EVIDENCE
BEARING ON SELLER’S COSTS AND EXPENSES UNDER THIS ORDER. SELLER SHALL MAKE
THESE RECORDS AND DOCUMENTS AVAILABLE TO BUYER, AT SELLER’S OFFICE, AT ALL
REASONABLE TIMES, WITHOUT ANY DIRECT CHARGE. IF APPROVED BY BUYER,
PHOTOGRAPHS, MICROPHOTOGRAPHS, OR OTHER AUTHENTIC REPRODUCTIONS MAY BE
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MAINTAINED INSTEAD OF ORIGINAL RECORDS AND DOCUMENTS.
S117.000
ADJUSTMENT OF SCHEDULES. SUBSEQUENT TO THE AWARD OF THIS PURCHASE ORDER,
NOTWITHSTANDING THE REQUIRED DELIVERY SCHEDULE SET FORTH HEREIN, THE DATE
BUYER ACTUALLY NEEDS THE PRODUCT TO BE DELIVERED (“SHIP DATE”) MAY CHANGE.
BUYER’S AUTOMATED PURCHASE ORDER RESCHEDULE SYSTEM (APORS), ACCESSIBLE TO
THE SELLER FOR INFORMATION PURPOSES ONLY ON VOUGHT’S SUPPLIER PORTAL,
REFLECTS BUYER’S MOST CURRENT ACTUAL NEED DATE FOR SHIPMENT OF
PRODUCT(“SHIP DATE”).
SELLER’S DELIVERY OF PRODUCT IN ACCORDANCE WITH THE APORS REVISED SCHEDULE
IS NOT A CONTRACT REQUIREMENT AND THE APORS REVISED SHIP DATES DO NOT
CONSTITUTE A CONTRACT CHANGE NOTICE. SELLER IS REQUESTED TO MAKE EVERY
EFFORT TO MEET THE REVISED DELIVERY SCHEDULE WHEN IT CAN DO SO AT NO
INCREASE IN ITS COSTS OF PERFORMANCE. DELIVERY TO THE APORS REVISED SCHEDULE
WILL NOT BE SUBJECT TO EQUITABLE ADJUSTMENT.
IF SELLER CANNOT MEET THE REVISED SHIP DATE WITHOUT INCURRING ADDITIONAL
COSTS TO DO SO, SELLER SHOULD SO INFORM BUYER.
S118.000
NOTWITHSTANDING ANYTHING TO THE CONTRARY STATED ELSEWHERE IN THIS PURCHASE
ORDER, STANDARD NOTES S115 AND/OR S117, ADJUSTMENT OF SCHEDULES, DO NOT
APPLY TO THIS ORDER.
S121.000
CLAUSE S121: SCHEDULES. SCHEDULING REQUIREMENTS FOR THIS ORDER ARE AVAILABLE
WITHIN THE BUYER’S SUPPLIER PORTAL (PORTAL). TO ACCESS THE PORTAL, GO TO
HTTP://WWW.VOUGHTAIRCRAFT.COM/SUPPLIERS/ (NOTE: THE WEB ADDRESS MUST BE
INPUT USING LOWER CASE CHARACTERS); THEN, CLICK ON “SUPPLIER PORTAL.” SELLER
HEREBY ACKNOWLEDGES AND AGREES THAT SELLER SHALL BE RESPONSIBLE FOR
DETERMINING SCHEDULING REQUIREMENTS FOR THIS ORDER BY ACCESSING BUYER DATA
ON THE PORTAL.
IN THE SUPPLIER PORTAL, PART NUMBERS ON ORDER ARE SEGREGATED BY SCHEDULING
METHODOLOGIES: (1) THOSE WITH DISCRETE SCHEDULING AND (2) THOSE WITH MIN/MAX
SCHEDULING.
AT BUYER’S DISCRETION, SCHEDULING REQUIREMENTS OF A PART NUMBER MAY BE
ADJUSTED FROM DISCRETE TO MIN/MAX OR FROM MIN/MAX TO DISCRETE, AS REQUIRED.
SUCH CHANGES TO THE SCHEDULING METHODOLOGY WILL BE REFLECTED ONLY ON THE
PORTAL, BY INCLUSION OF (1) A CONTRACTUAL DELIVERY SCHEDULE FOR PARTS WITH
DISCRETE SCHEDULING OR (2) THE INVENTORY LEVELS FOR MIN/MAX PARTS.
(1) DISCRETE SCHEDULING
FOR PART NUMBERS WITH FIRM DISCRETE DELIVERY DATES, THE CONTRACTUALLY
REQUIRED DELIVERY DATES ARE AS SET FORTH IN THIS PURCHASE ORDER (PO) AND THE
PORTAL WILL DISPLAY THE CONTRACTUALLY REQUIRED FIRM DELIVERY DATE FOR
INFORMATION PURPOSES. AT ITS SOLE DISCRETION, BUYER MAY FROM TIME TO TIME
CHANGE PO DELIVERY SCHEDULES AND NOTIFY SELLER OF SUCH SCHEDULE CHANGES BY
ISSUING A WRITTEN CHANGE ORDER TO THIS PO. UPON RECEIPT OF A CHANGE IN
SCHEDULE, SELLER SHALL:
A. IMMEDIATELY ADJUST PO DELIVERY SCHEDULES TO CONFORM WITH THE
CHANGES RECEIVED FROM BUYER.
B. MAKE ALL DELIVERIES STRICTLY IN ACCORDANCE WITH THE APPLICABLE
DELIVERY SCHEDULES AS CHANGED.
NOTWITHSTANDING THE “CHANGES” CLAUSE OF THIS ORDER, SELLER MAY ONLY REQUEST
AN EQUITABLE PRICE ADJUSTMENT PURSUANT TO THIS CLAUSE IF (1) SELLER DETERMINES
THAT COMPLIANCE WITH THE REVISED DELIVERY SCHEDULE WILL REQUIRE SELLER OR
ANY OF SELLER'S SUPPLIERS OR SUBCONTRACTORS TO REMOVE ANY ITEM FROM ONGOING PRODUCTION OR ASSEMBLY OPERATIONS, OR TO USE OVERTIME HOURS OR
PREMIUM OR EXPEDITED SHIPPING TO ACHIEVE THE SCHEDULE CHANGE; AND (2) SELLER
PROMPTLY NOTIFIES BUYER OF SUCH DETERMINATION; AND (3) BUYER THEN PROVIDES
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SPECIFIC, PRIOR WRITTEN AUTHORIZATION FOR SELLER TO TAKE SUCH ACTION. NOTHING
IN THIS CLAUSE SHALL EXCUSE SELLER FROM IMMEDIATELY PROCEEDING WITH ALL
REASONABLE ACTIONS TO COMPLY WITH THE ORDER AS CHANGED, INCLUDING FAILURE
OF THE PARTIES TO AGREE UPON ANY ADJUSTMENT TO BE MADE UNDER THIS CLAUSE.
(2) MIN/MAX SCHEDULING
NOTWITHSTANDING ANY OTHER SCHEDULE INFORMATION SET FORTH ELSEWHERE IN THIS
ORDER/AGREEMENT, FOR PART NUMBERS WITH MIN/MAX SCHEDULING, THE PORTAL WILL
DISPLAY THE MINIMUM AND MAXIMUM INVENTORY LEVELS AND THE REMAINING UNITS TO
BE DELIVERED UNDER THIS ORDER. SELLER WILL DETERMINE DELIVERY QUANTITIES AND
DELIVERY DATES BASED ON THE MIN/MAX LEVELS PUBLISHED ON THE PORTAL. SELLER
SHALL DELIVER TO BUYER PRODUCT AS REQUIRED TO MAINTAIN A MINIMUM INVENTORY AT
BUYER’S FACILITY WHILE NOT EXCEEDING THE CORRESPONDING MAXIMUM INVENTORY
LEVELS AT BUYER’S FACILITY.
MIN/MAX INVENTORY LEVELS WILL BE DETERMINED ON A PART NUMBER BASIS. IT IS THE
SELLER’S RESPONSIBILITY TO ACCESS THE PORTAL TO OBTAIN THE MIN/MAX LEVELS.
THE PORTAL WILL ALSO CONTAIN DEMAND FORECASTS WHICH SHALL REFLECT THE BUYER’S
ESTIMATED MONTHLY CONSUMPTION RATE. IT IS MUTUALLY AGREED THAT THE DEMAND
FORECASTS ARE FOR INFORMATIONAL/PLANNING PURPOSES ONLY. BUYER’S FAILURE TO
ORDER GOODS ACCORDING TO THE DEMAND FORECAST SHALL NOT CONSTITUTE THE BASIS
FOR EQUITABLE PRICE ADJUSTMENT, CLAIM, OR DAMAGES OF ANY KIND WHATSOEVER.
SELLER BEARS ALL RISK FOR GOODS PRODUCED IN EXCESS OF THE REMAINING ITEMS TO
BE DELIVERED UNDER THIS ORDER.
AT ITS SOLE DISCRETION, BUYER MAY FROM TIME TO TIME CHANGE THE MIN/MAX
INVENTORY LEVELS AND NOTIFY THE SUPPLIER THROUGH THE PORTAL. UPON
NOTIFICATION OF A CHANGE IN MIN/MAX LEVELS, SELLER SHALL IMMEDIATELY ADJUST PO
DELIVERY SCHEDULES TO CONFORM WITH THE REVISED MIN/MAX LEVELS.
NOTWITHSTANDING THE “CHANGES” CLAUSE OF THIS ORDER, SELLER MAY ONLY REQUEST
AN EQUITABLE PRICE ADJUSTMENT PURSUANT TO THIS CLAUSE IF (1) SELLER DETERMINES
THAT COMPLIANCE WITH THE REVISED MIN/MAX LEVELS WILL REQUIRE SELLER OR ANY OF
SELLER'S SUPPLIERS OR SUBCONTRACTORS TO REMOVE ANY ITEM FROM ON-GOING
PRODUCTION OR ASSEMBLY OPERATIONS, OR TO USE OVERTIME HOURS OR PREMIUM OR
EXPEDITED SHIPPING TO ACHIEVE THE SCHEDULE CHANGE; AND (2) SELLER PROMPTLY
NOTIFIES BUYER OF SUCH DETERMINATION; AND (3) BUYER THEN PROVIDES SPECIFIC,
PRIOR WRITTEN AUTHORIZATION FOR SELLER TO TAKE SUCH ACTION. NOTHING IN THIS
CLAUSE SHALL EXCUSE SELLER FROM IMMEDIATELY PROCEEDING WITH ALL REASONABLE
ACTIONS TO COMPLY WITH THE ORDER AS CHANGED, INCLUDING FAILURE OF THE PARTIES
TO AGREE UPON ANY ADJUSTMENT TO BE MADE UNDER THIS CLAUSE.
IN ADDITION TO THE REMEDIES ALREADY AVAILABLE TO BUYER UNDER THE TERMS AND
CONDITIONS OF THIS ORDER/AGREEMENT:
1. SHIPMENTS WHICH CAUSE THE INVENTORY LEVEL TO EXCEED THE MAXIMUM INVENTORY
LEVEL PUBLISHED IN THE PORTAL MAY, AT BUYER’S OPTION, BE RETURNED AT SELLER’S
EXPENSE. SELLER SHALL BE LIABLE FOR ALL STORAGE/HANDLING CHARGES INCURRED AS
A RESULT OF OVERSHIPMENTS.
2. WHERE SELLER’S DELIVERY OF PRODUCTS RESULTS IN AN INVENTORY LEVEL OVER THE
MAXIMUM LEVEL, THE PAYMENT DUE DATE FOR SUCH PRODUCTS WILL BE CALCULATED
FROM THE DATE UPON WHICH THE INVENTORY LEVEL RETURNS TO WITHIN THE MIN/MAX
RANGE OR RECEIPT OF A CORRECT INVOICE, WHICHEVER IS LATER.
3. FAILURE TO MAINTAIN THE MINIMUM INVENTORY AT BUYER’S FACILITY IS BASIS FOR
TERMINATION FOR DEFAULT IN ACCORDANCE WITH THE TERMINATION FOR DEFAULT
PROVISION OF THE CONTRACT.
4. IF SELLER IS UNABLE TO MAINTAIN BUYER’S INVENTORY LEVEL ABOVE THE MINIMUM
LEVEL FOR ANY REASON, OTHER THAN A CHANGE DIRECTED BY BUYER, BUYER SHALL HAVE
THE OPTION TO (1) CANCEL THIS ORDER/AGREEMENT WITHOUT COST TO BUYER, OR (2) FILL
SUCH ORDER/AGREEMENT OR ANY PORTION THEREOF, FROM SOURCES OTHER THAN
SELLER AND TO REDUCE SELLER’S ORDER/AGREEMENT QUANTITIES ACCORDINGLY AT NO
INCREASE IN UNIT PRICE, WITHOUT ANY PENALTY TO BUYER. THIS PARAGRAPH SHALL NOT
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LIMIT BUYER’S RIGHTS UNDER THE TERMINATION FOR DEFAULT CLAUSE CONTAINED
HEREIN.
FOR PURPOSES OF MEASUREMENT OF SELLER’S PERFORMANCE TO MIN/MAX INVENTORY
MANAGEMENT, THE PARTIES WILL AGREE TO A METRIC EFFECTIVE DATE (MED) WHICH SHALL
BE THE DATE AFTER WHICH THE SELLER AGREES TO MANAGE THE BUYER’S INVENTORY
WITHIN THE MIN/MAX RANGE. IN THE EVENT THAT EMERGENT REQUIREMENTS (I.E. SPARES,
EXCESSIVE SCRAP, SIGNIFICANT INCREASE IN DEMAND) (1) RESULT IN A MONTHLY DEMAND
WHICH, IF DELIVERED, WOULD RESULT IN INVENTORY OVER THE MAXIMUM LEVEL, OR (2)
CAUSE THE SUPPLIER TO BE UNABLE TO MEET THE MIN FOR A PERIOD OF TIME, BUYER
SHALL ESTABLISH A NEW MED WHICH ALLOWS RELIEF FOR THE UNUSUAL INCREASE IN
DELIVERY QUANTITY OR ALLOWS REASONABLE TIME FOR RECOVERY TO THE MIN/MAX
RANGE.
S121.001
CLAUSE S121
SCHEDULING REQUIREMENTS FOR THIS ORDER ARE AVAILABLE WITHIN THE BUYER’S
SUPPLIER PORTAL (PORTAL). TO ACCESS THE PORTAL, GO TO
HTTP://WWW.VOUGHTAIRCRAFT.COM/SUPPLIERS/ (NOTE: THE WEB ADDRESS MUST BE
INPUT USING LOWER CASE CHARACTERS); THEN, CLICK ON “SUPPLIER PORTAL.” SELLER
HEREBY ACKNOWLEDGES AND AGREES THAT SELLER SHALL BE RESPONSIBLE FOR
DETERMINING SCHEDULING REQUIREMENTS FOR THIS ORDER BY ACCESSING BUYER DATA
ON THE PORTAL.
IN THE SUPPLIER PORTAL, PART NUMBERS ON ORDER ARE SEGREGATED BY SCHEDULING
METHODOLOGIES: (1) THOSE WITH DISCRETE SCHEDULING AND (2) THOSE WITH MIN/MAX
SCHEDULING.
AT BUYER’S DISCRETION, SCHEDULING REQUIREMENTS OF A PART NUMBER MAY BE
ADJUSTED FROM DISCRETE TO MIN/MAX OR FROM MIN/MAX TO DISCRETE, AS REQUIRED.
SUCH CHANGES TO THE SCHEDULING METHODOLOGY WILL BE REFLECTED ONLY ON THE
PORTAL, BY INCLUSION OF (1) A CONTRACTUAL DELIVERY SCHEDULE FOR PARTS WITH
DISCRETE SCHEDULING OR (2) THE INVENTORY LEVELS FOR MIN/MAX PARTS.
(1) DISCRETE SCHEDULING
FOR PART NUMBERS WITH FIRM DISCRETE DELIVERY DATES, THE CONTRACTUALLY
REQUIRED DELIVERY DATES ARE AS SET FORTH IN THIS ORDER AND THE PORTAL WILL
DISPLAY THE CONTRACTUALLY REQUIRED FIRM DELIVERY DATE FOR INFORMATION
PURPOSES. AT ITS SOLE DISCRETION, BUYER MAY FROM TIME TO TIME CHANGE DELIVERY
SCHEDULES AND NOTIFY SELLER OF SUCH SCHEDULE CHANGES BY ISSUING A WRITTEN
CHANGE ORDER TO THIS ORDER. UPON RECEIPT OF A CHANGE IN SCHEDULE, SELLER
SHALL:
A. IMMEDIATELY ADJUST DELIVERY SCHEDULES TO CONFORM WITH THE CHANGES
RECEIVED FROM BUYER.
B. MAKE ALL DELIVERIES STRICTLY IN ACCORDANCE WITH THE APPLICABLE
DELIVERY SCHEDULES AS CHANGED.
NOTWITHSTANDING THE CHANGES CLAUSE OF THIS ORDER, BUYER MAY MAKE CHANGES
TO THE DELIVERY SCHEDULES OF THIS ORDER WITHOUT PRICE ADJUSTMENT OR COST
IMPACT, PROVIDED THAT:
(1) FOR ANY DELIVERY SCHEDULE ACCELERATION, BUYER PROVIDES NOTICE TO
SELLER AT LEAST FOUR (4) WEEKS PRIOR TO THE EARLIER OF (I) THE THEN
CURRENT DELIVERY DATE(S) OR (II) THE ACCELERATED DELIVERY DATE(S);
(2) FOR ANY DELIVERY SCHEDULE DECELERATION, BUYER PROVIDES NOTICE TO
SELLER AT LEAST FOUR (4) WEEKS PRIOR TO THE THEN CURRENT DELIVERY
DATE(S).
PRICES FOR RESCHEDULED PRODUCTS WILL BE THOSE IN EFFECT AT THE TIME OF THE
DELIVERY.
(2) MIN/MAX SCHEDULING
NOTWITHSTANDING ANY OTHER SCHEDULE INFORMATION SET FORTH ELSEWHERE IN THIS
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ORDER, FOR PART NUMBERS WITH MIN/MAX SCHEDULING, THE PORTAL WILL DISPLAY THE
MINIMUM AND MAXIMUM INVENTORY LEVELS AND THE REMAINING UNITS TO BE DELIVERED
UNDER THIS ORDER. SELLER WILL DETERMINE DELIVERY QUANTITIES AND DELIVERY DATES
BASED ON THE MIN/MAX LEVELS PUBLISHED ON THE PORTAL. SELLER SHALL DELIVER TO
BUYER PRODUCT AS REQUIRED TO MAINTAIN A MINIMUM INVENTORY AT BUYER’S FACILITY
WHILE NOT EXCEEDING THE CORRESPONDING MAXIMUM INVENTORY LEVELS AT BUYER’S
FACILITY.
MIN/MAX INVENTORY LEVELS WILL BE DETERMINED ON A PART NUMBER BASIS. IT IS THE
SELLER’S RESPONSIBILITY TO ACCESS THE PORTAL TO OBTAIN THE MIN/MAX LEVELS.
THE PORTAL WILL ALSO CONTAIN DEMAND FORECASTS WHICH SHALL REFLECT THE BUYER’S
ESTIMATED MONTHLY CONSUMPTION RATE. IT IS MUTUALLY AGREED THAT THE DEMAND
FORECASTS ARE FOR INFORMATIONAL/PLANNING PURPOSES ONLY. BUYER’S FAILURE TO
ORDER GOODS ACCORDING TO THE DEMAND FORECAST SHALL NOT CONSTITUTE THE BASIS
FOR EQUITABLE PRICE ADJUSTMENT, CLAIM, OR DAMAGES OF ANY KIND WHATSOEVER.
SELLER BEARS ALL RISK FOR PRODUCTS PRODUCED IN EXCESS OF THE REMAINING ITEMS
TO BE DELIVERED UNDER THIS ORDER.
AT ITS SOLE DISCRETION, BUYER MAY FROM TIME TO TIME CHANGE THE MIN/MAX
INVENTORY LEVELS AND NOTIFY THE SELLER THROUGH THE PORTAL. UPON NOTIFICATION
OF A CHANGE IN MIN/MAX LEVELS, SELLER SHALL IMMEDIATELY ADJUST DELIVERY
SCHEDULES TO CONFORM WITH THE REVISED MIN/MAX LEVELS.
NOTWITHSTANDING THE “CHANGES” CLAUSE OF THIS ORDER, SELLER MAY ONLY REQUEST
AN EQUITABLE PRICE ADJUSTMENT PURSUANT TO THIS CLAUSE IF (1) SELLER DETERMINES
THAT COMPLIANCE WITH THE REVISED MIN/MAX LEVELS WILL REQUIRE SELLER OR ANY OF
SELLER'S SUPPLIERS OR SUBCONTRACTORS TO REMOVE ANY ITEM FROM ON-GOING
PRODUCTION OR ASSEMBLY OPERATIONS, OR TO USE OVERTIME HOURS OR PREMIUM OR
EXPEDITED SHIPPING TO ACHIEVE THE SCHEDULE CHANGE; AND (2) SELLER PROMPTLY
NOTIFIES BUYER OF SUCH DETERMINATION; AND (3) BUYER THEN PROVIDES SPECIFIC,
PRIOR WRITTEN AUTHORIZATION FOR SELLER TO TAKE SUCH ACTION. NOTHING IN THIS
CLAUSE SHALL EXCUSE SELLER FROM IMMEDIATELY PROCEEDING WITH ALL REASONABLE
ACTIONS TO COMPLY WITH THE ORDER AS CHANGED, INCLUDING FAILURE OF THE PARTIES
TO AGREE UPON ANY ADJUSTMENT TO BE MADE UNDER THIS CLAUSE.
IN ADDITION TO THE REMEDIES ALREADY AVAILABLE TO BUYER UNDER THE TERMS AND
CONDITIONS OF THIS ORDER:
1. SHIPMENTS WHICH CAUSE THE INVENTORY LEVEL TO EXCEED THE MAXIMUM INVENTORY
LEVEL PUBLISHED IN THE PORTAL MAY, AT BUYER’S OPTION, BE RETURNED AT SELLER’S
EXPENSE. SELLER SHALL BE LIABLE FOR ALL STORAGE/HANDLING CHARGES INCURRED AS
A RESULT OF OVERSHIPMENTS.
2. WHERE SELLER’S DELIVERY OF PRODUCTS RESULTS IN AN INVENTORY LEVEL OVER THE
MAXIMUM LEVEL, THE PAYMENT DUE DATE FOR SUCH PRODUCTS WILL BE CALCULATED
FROM THE DATE UPON WHICH THE INVENTORY LEVEL RETURNS TO WITHIN THE MIN/MAX
RANGE OR RECEIPT OF A CORRECT INVOICE, WHICHEVER IS LATER.
3. FAILURE TO MAINTAIN THE MINIMUM INVENTORY AT BUYER’S FACILITY IS BASIS FOR
TERMINATION FOR DEFAULT IN ACCORDANCE WITH THE TERMINATION FOR DEFAULT
PROVISION OF THIS ORDER.
4. IF SELLER IS UNABLE TO MAINTAIN BUYER’S INVENTORY LEVEL ABOVE THE MINIMUM
LEVEL FOR ANY REASON, OTHER THAN A CHANGE DIRECTED BY BUYER, BUYER SHALL HAVE
THE OPTION TO (1) CANCEL THIS ORDER WITHOUT COST TO BUYER, OR (2) FILL SUCH ORDER
OR ANY PORTION THEREOF, FROM SOURCES OTHER THAN SELLER AND TO REDUCE
SELLER’S ORDER QUANTITIES ACCORDINGLY AT NO INCREASE IN UNIT PRICE, WITHOUT ANY
PENALTY TO BUYER. THIS PARAGRAPH SHALL NOT LIMIT BUYER’S RIGHTS UNDER THE
TERMINATION FOR DEFAULT CLAUSE OF THIS ORDER.
FOR PURPOSES OF MEASUREMENT OF SELLER’S PERFORMANCE TO MIN/MAX INVENTORY
MANAGEMENT, THE PARTIES WILL AGREE TO A METRIC EFFECTIVE DATE (MED) WHICH SHALL
BE THE DATE AFTER WHICH THE SELLER AGREES TO MANAGE THE BUYER’S INVENTORY
WITHIN THE MIN/MAX RANGE. IN THE EVENT THAT EMERGENT REQUIREMENTS (I.E. SPARES,
EXCESSIVE SCRAP, SIGNIFICANT INCREASE IN DEMAND) (1) RESULT IN A MONTHLY DEMAND
Page 130 of 237
WHICH, IF DELIVERED, WOULD RESULT IN INVENTORY OVER THE MAXIMUM LEVEL, OR (2)
CAUSE THE SELLER TO BE UNABLE TO MEET THE MIN FOR A PERIOD OF TIME, BUYER SHALL
ESTABLISH A NEW MED WHICH ALLOWS RELIEF FOR THE UNUSUAL INCREASE IN DELIVERY
QUANTITY OR ALLOWS REASONABLE TIME FOR RECOVERY TO THE MIN/MAX RANGE.
S122.000
CLAUSE S122: NOTWITHSTANDING CLAUSE S121: SCHEDULES, INCORPORATED IN THIS
P.O., THE PARTIES AGREE THAT DELIVERIES FOR ALL PRODUCTS UNDER THIS ORDER
SHALL ONLY BE SCHEDULED IN ACCORDANCE WITH THE DISCRETE SCHEDULING
METHODOLOGY SET FORTH IN CLAUSE S121. SCHEDULING REQUIREMENTS FOR A PART
NUMBER MAY ONLY BE ADJUSTED FROM THE DISCRETE SCHEDULING METHODOLOGY TO
THE MIN/MAX SCHEDULING METHODOLOGY BY MUTUAL AGREEMENT OF THE PARTIES AND
THIS ORDER WILL BE MODIFIED IN WRITING ACCORDINGLY.
S135.001
PRICE IS BASED UPON ONE LOT MANUFACTURE. SUPPLIER IS AUTHORIZED TO
MANUFACTURE IN ONE LOT AND SHIP PER PURCHASE ORDER SCHEDULE.
S135
Clause S135: Price is based upon one lot manufacture. Supplier is authorized to manufacture in one
lot and ship per Order schedule.
(11-8-11)
S136.000
BUYER AGREES TO PAY SELLER THE PREMIUM EFFORT (EXPEDITE) CHARGES SET FORTH
HEREIN IN RETURN FOR SELLER SHIPPING THE SPECIFIED QUANTITY OF THE PRODUCT(S) IN
ACCORDANCE WITH THE EXPEDITED SHIP DATE(S) IDENTIFIED HEREIN AND AGREED TO IN
WRITING BY SELLER. IN THE EVENT SELLER DOES NOT SHIP THE SPECIFIED QUANTITY OF
THE PRODUCT(S) BY THE EXPEDITED SHIP DATE(S), BUYER SHALL HAVE THE RIGHT, IN ITS
SOLE DISCRETION, TO ADJUST, OR REJECT PAYMENT FOR, EXPEDITE CHARGES.
S136
Clause S136: Buyer agrees to pay Seller the premium effort (expedite) charges set forth herein in
return for Seller shipping the specified quantity of the product(s) in accordance with the expedited ship
date(s) identified herein and agreed to in writing by Seller. In the event Seller does not ship the
specified quantity of the product(s) by the expedited ship date(s), Buyer shall have the right, in its sole
discretion, to adjust, or reject payment for, expedite charges.
(11-8-11)
T115.000
THIS PURCHASE ORDER IS SUBJECT TO PATENT RIGHTS PROVISION _____. SELLER SHALL
FORWARD ALL REQUIRED INVENTION REPORTS THROUGH SELLER'S ADMINISTRATIVE
CONTRACTING OFFICER TO: _____.
T115
Clause T115: This Order is subject to patent rights provision _____. Seller shall forward all required
invention reports through Seller's administrative contracting officer to: _____.
(11-8-11)
T118.000
THIS DEFINITIVE PURCHASE ORDER NUMBER _____ SUPERSEDES NOT-TO-EXCEED (NTE)
WIRE/LETTER PURCHASE ORDER NO. _____ ENTERED BY WIRE/LETTER NO. _____ DATED
_____. ALL EFFORT PERFORMED OR MATERIALS ACQUIRED AND ALL COSTS INCURRED
THEREBY AS REQUIRED BY THE PROVISIONS OF SAID WIRE/LETTER ORDER AS AMENDED
SHALL BE DEEMED TO HAVE BEEN PERFORMED, ACQUIRED AND INCURRED UNDER THIS
PURCHASE ORDER.
T118.001
THIS DEFINITIVE PURCHASE ORDER NUMBER _____ SUPERSEDES NOT-TO-EXCEED (NTE)
LETTER PURCHASE ORDER NO. _____ ENTERED BY LETTER NO. _____ DATED _____. ALL
EFFORT PERFORMED OR MATERIALS ACQUIRED AND ALL COSTS INCURRED THEREBY AS
REQUIRED BY THE PROVISIONS OF SAID LETTER ORDER AS AMENDED SHALL BE DEEMED TO
HAVE BEEN PERFORMED, ACQUIRED AND INCURRED UNDER THIS PURCHASE ORDER.
T118
Clause T118: This definitive Order number _____ supersedes not-to-exceed (NTE) letter Order no.
_____ entered by letter no. _____ dated _____. All effort performed or materials acquired and all
costs incurred thereby as required by the provisions of said letter Order as amended shall be deemed
to have been performed, acquired and incurred under this Order.
(11-8-11)
Page 131 of 237
T119.000
THIS NOT-TO-EXCEED (NTE) PURCHASE ORDER NO. _____ SUPERSEDES IN ITS ENTIRETY
BUYER'S NTE WIRE/LETTER ORDER NO. ENTERED BY WIRE/LETTER NO. _____. ALL EFFORT
PERFORMED, MATERIALS ACQUIRED AND COSTS INCURRED UNDER THE AFORESAID NTE
WIRE/LETTER ORDER AS AMENDED SHALL BE DEEMED TO HAVE BEEN PERFORMED,
ACQUIRED, AND INCURRED UNDER THIS NTE PURCHASE ORDER. THIS ORDER IS SUBJECT
TO DOWNWARD NEGOTIATION ONLY IN ACCORDANCE WITH STANDARD NOTE L117.000.
T119.001
THIS NOT-TO-EXCEED (NTE) PURCHASE ORDER NO. _____ SUPERSEDES IN ITS ENTIRETY
BUYER'S NTE LETTER ORDER NO. ENTERED BY LETTER NO. _____. ALL EFFORT PERFORMED,
MATERIALS ACQUIRED AND COSTS INCURRED UNDER THE AFORESAID NTE LETTER ORDER
AS AMENDED SHALL BE DEEMED TO HAVE BEEN PERFORMED, ACQUIRED, AND INCURRED
UNDER THIS NTE PURCHASE ORDER. THIS ORDER IS SUBJECT TO DOWNWARD
NEGOTIATION ONLY IN ACCORDANCE WITH STANDARD NOTE L117.
T119
(11-8-11)
Clause T119: This not-to-exceed (NTE) Order no. _____ supersedes in its entirety Buyer's NTE letter
Order no. entered by letter no. _____. All effort performed, materials acquired and costs incurred
under the aforesaid NTE letter Order as amended shall be deemed to have been performed, acquired,
and incurred under this NTE Order. This Order is subject to downward negotiation only in accordance
with standard note l117.
T128.000
*************************************
SEE ATTACHED LIST OF MATERIAL TO BE SUPPLIED BY BUYER FOR USE IN PRODUCTION OF
THIS ORDER. UPON RECEIPT AND VISUAL INSPECTION OF SUCH MATERIAL, SELLER SHALL
NOTIFY BUYER PROMPTLY IF ANY MATERIAL IS DAMAGED OR OTHERWISE UNACCEPTABLE
AS A RESULT OF SHIPPING OR HANDLING. SELLER WILL NOTIFY BUYER PROMPTLY OF ALL
SHIPPING DISCREPANCIES. FAILURE TO NOTIFY BUYER OF A DISCREPANCY WITHIN THIRTY
(30) DAYS OF RECEIPT WILL BE CONSTRUED AS SELLER'S ACCEPTANCE. SELLER SHALL
SUPPLY ANY ADDITIONAL TYPES OF MATERIALS, OTHER THAN THOSE IDENTIFIED HEREIN, IF
ANY, REQUIRED FOR USE IN PRODUCTION OF THIS ORDER.
T128.001
*************************************
BUYER SUPPLIED MATERIAL (BSM) COMMONLY CALLED MHV. SEE ATTACHED LIST OF
MATERIAL TO BE SUPPLIED BY BUYER FOR USE IN PRODUCTION OF THIS ORDER. UPON
RECEIPT AND VISUAL INSPECTION OF SUCH MATERIAL, SELLER SHALL NOTIFY BUYER
PROMPTLY IF ANY MATERIAL IS DAMAGED OR OTHERWISE UNACCEPTABLE AS A RESULT OF
SHIPPING OR HANDLING. SELLER WILL NOTIFY BUYER PROMPTLY OF ALL SHIPPING
DISCREPANCIES. FAILURE TO NOTIFY BUYER OF A DISCREPANCY WITHIN THIRTY (30) DAYS
OF RECEIPT WILL BE CONSTRUED AS SELLER'S ACCEPTANCE. SELLER SHALL SUPPLY ANY
ADDITIONAL TYPES OF MATERIALS, OTHER THAN THOSE IDENTIFIED HEREIN, IF ANY,
REQUIRED FOR USE IN PRODUCTION OF THIS ORDER.
A.
BUYER WILL FURNISH THE MATERIALS IDENTIFIED FOR USE IN CONNECTION WITH
THE PERFORMANCE OF THIS ORDER, SUCH MATERIALS WILL BE DELIVERED TO SELLER IN
SUFFICIENT TIME TO ENABLE IT TO MEET THE DELIVERY DATES FOR THE PRODUCTS TO BE
FURNISHED TO BUYER UNDER THIS ORDER. IN THE EVENT THAT ANY SUCH MATERIALS ARE
NOT DELIVERED TO SELLER IN SUFFICIENT TIME, THE RESULTANT DELAY OF SELLER IN
DELIVERING TO BUYER THE PRODUCTS CALLED FOR UNDER THIS ORDER SHALL BE AN
EXCUSABLE DELAY UNDER THE PROVISIONS OF THE TERMINATION FOR CAUSE CLAUSE
HEREOF. BUYER SHALL HAVE NO LIABILITY TO SELLER BY REASON OF ANY DELAY IN
DELIVERY OF, OR FAILURE TO DELIVER, SUCH MATERIALS; PROVIDED, HOWEVER, THAT IF AS
A RESULT OF SUCH DELAY OR FAILURE, BUYER SHALL TERMINATE THIS ORDER, IT SHALL BE
TERMINATED FOR THE CONVENIENCE OF BUYER AND SETTLEMENT SHALL BE MADE AS
PROVIDED IN THE TERMINATION FOR CONVENIENCE CLAUSE HEREOF.
B.
BUYER SHALL RETAIN TITLE TO ALL BUYER PROPERTY FURNISHED TO SELLER (I.E.,
DIES, MOLDS, JIGS, TOOLS, MATERIALS, ETC.). SELLER SHALL LABEL, MAINTAIN AND DISPOSE
OF BUYER'S PROPERTY, INCLUDING SCRAP, ACCORDING TO BUYER'S DIRECTION AND
SELLER SHALL BE RESPONSIBLE FOR ALL LOSS OR DAMAGE. SELLER AGREES TO PROVIDE
BUYER WITH A LINE ITEM ACCOUNTING OF THE QUANTITIES OF BUYER SUPPLIED MATERIAL
(BSM) RECEIVED, ACCEPTED AND USED AND ANY REMAINING INVENTORY AT COMPLETION
Page 132 of 237
OF EACH ORDER.
C.
DURING THE ENTIRE CONTRACT PERIOD, SELLER SHALL, AT ITS SOLE COST AND
EXPENSE, MAINTAIN A POLICY OR POLICIES OF INSURANCE COVERING THE LOSS OR
DESTRUCTION OF OR DAMAGE TO ALL BSM IN THE AMOUNT OF THE FULL REPLACEMENT
VALUE THEREOF PROVIDING PROTECTION AGAINST ALL PERILS NORMALLY COVERED IN AN
“ALL-RISK” POLICY, INCLUDING BUT NOT LIMITED TO, FIRE, WINDSTORM, EXPLOSION, RIOT,
CIVIL COMMOTION, AIRCRAFT, EARTHQUAKE, FLOOD OR OTHER ACTS OF NATURE DURING
SUCH TIME AS THEY REMAIN IN SELLER’S POSSESSION.
D.
SELLER SHALL NOT BE REQUIRED TO ACCOUNT TO BUYER FOR THE PROCEEDS
FROM THE SALE OF SCRAP GENERATED DURING THE PERFORMANCE OF THIS ORDER BY
THE PROCESSING OF BSM; PROVIDED, HOWEVER, THAT SELLER SHALL REPLACE BY
PURCHASE FROM BUYER, IN TIME TO MEET ORDER SCHEDULES AND AT BUYER'S PRICES
THEN CURRENT, ANY MATERIALS LOST OR DAMAGED BECAUSE OF SPOILAGE, BREAKAGE,
OR DEFECTIVE WORKMANSHIP IN EXCESS OF ANY ALLOWANCE MADE THEREFOR BY BUYER.
UPON COMPLETION OF THIS ORDER, SELLER SHALL PROVIDE AN ACCOUNTING OF BSM TO
BUYER ON BUYER'S FORM 2-83507 (CONTACT BUYER'S PURCHASING REPRESENTATIVE FOR
A COPY) AND ANY BSM NOT CONSUMED IN PERFORMANCE OF THE ORDER SHALL BE
DISPOSED OF IN ACCORDANCE WITH INSTRUCTIONS FROM BUYER.
E.
NOTHING IN THIS CONDITION SHALL APPLY TO MACHINERY, TOOLS OR OTHER
CAPITAL EQUIPMENT WHICH MAY HAVE BEEN LOANED OR LEASED BY BUYER TO SELLER.
F.
SELLER SHALL NOT SUBSTITUTE MATERIAL FROM ANY OTHER SOURCE NOR SHALL
SELLER ALTER ITS PHYSICAL OR CHEMICAL PROPERTIES EXCEPT IN ACCORDANCE WITH
APPLICABLE BUYER SPECIFICATIONS OR EXCEPT WITH BUYER'S WRITTEN APPROVAL.
SELLER SHALL CERTIFY WITH EACH SHIPMENT: COMPLIANCE WITH, THIS PARAGRAPH F;
ONLY MATERIAL PROVIDED BY BUYER WAS USED; AND NO UNAUTHORIZED SUBSTITUTIONS
WERE MADE.
T129.000
THIS PURCHASE ORDER IS SUBJECT TO TERMS _____ DATED _____, CONTAINED IN THE
NORTHROP GRUMMAN CORPORATION TERMS AND CONDITIONS BOOKLET WHICH WAS
PREVIOUSLY TRANSMITTED TO SELLER, EXCEPT AS AMENDED BY THE GENERAL
OVERRIDING AGREEMENT DATED _____.
T129.001
THIS ORDER IS SUBJECT TO TERMS _____ DATED _____, EXCEPT AS AMENDED BY THE
GENERAL OVERRIDING AGREEMENT DATED _____.
T134.000
THIS PURCHASE ORDER IS SUBJECT TO TERMS _____ DATED _____, CONTAINED IN THE
NORTHROP GRUMMAN CORPORATION TERMS AND CONDITIONS BOOKLET WHICH WAS
PREVIOUSLY TRANSMITTED TO SELLER, EXCEPT THOSE PROVISIONS WHICH ARE LISTED
BELOW AND ARE THE SUBJECT OF NEGOTIATION. NEGOTIATIONS ON THESE EXCEPTIONS
ARE EXPECTED TO CONCLUDE NO LATER THAN (DATE) _____. NORTHROP GRUMMAN TERMS
AND CONDITIONS ARE APPLICABLE UNTIL NEGOTIATED OTHERWISE.
T134.001
THIS PURCHASE ORDER IS SUBJECT TO TERMS _____ DATED _____, EXCEPT THOSE
PROVISIONS WHICH ARE LISTED BELOW AND ARE THE SUBJECT OF NEGOTIATION.
NEGOTIATIONS ON THESE PROVISIONS ARE EXPECTED TO CONCLUDE NO LATER THAN
(DATE) _____. BUYER’S TERMS AND CONDITIONS ARE APPLICABLE UNTIL NEGOTIATED
OTHERWISE.
T134.002
THIS PURCHASE ORDER IS SUBJECT TO TERMS _____, DATED _____, EXCEPT THOSE
CLAUSES LISTED BELOW, WHICH ARE SUBJECT TO NEGOTIATION. NEGOTIATIONS ON THESE
CLAUSES ARE EXPECTED TO CONCLUDE NO LATER THAN (DATE) _____. BUYER’S TERMS
AND CONDITIONS ARE APPLICABLE UNTIL NEGOTIATED OTHERWISE.
CLAUSES SUBJECT TO NEGOTIATION: _____________.
T158.001
THIS ORDER IS SUBJECT TO:
(1) COST ACCOUNTING STANDARDS (CAS), FAR 52.230-2 (FULL COVERAGE), EXCEPT
PARAGRAPH (B) THEREOF IS HEREBY DELETED; AND
Page 133 of 237
(2) ADMINISTRATION OF COST ACCOUNTING STANDARDS CLAUSE, FAR 52.230-6.
T158.002
THIS ORDER IS SUBJECT TO:
(1) COST ACCOUNTING STANDARDS (CAS), FAR 52.230-2 (FULL COVERAGE), EXCEPT
PARAGRAPH (B) THEREOF IS HEREBY DELETED; AND
(2) ADMINISTRATION OF COST ACCOUNTING STANDARDS CLAUSE, FAR 52.230-6.
T158
Clause T158: This Order is subject to:
(11-8-11)
(1) Cost Accounting Standards (CAS), FAR 52.230-2 (full coverage), except paragraph (b) thereof is
hereby deleted; and
(2) Administration of Cost Accounting Standards clause, FAR 52.230-6.
T159.001
THIS ORDER IS SUBJECT TO:
(1) COST ACCOUNTING STANDARDS (CAS), FAR 52.230-3 (MODIFIED COVERAGE), EXCEPT
PARAGRAPH (B) THEREOF IS HEREBY DELETED; AND
(2) ADMINISTRATION OF COST ACCOUNTING STANDARDS CLAUSE, FAR 52.230-6.
T159
Clause T159: This Order is subject to:
(11-8-11)
(1) Cost Accounting Standards (CAS), FAR 52.230-3 (modified coverage), except paragraph (b)
thereof is hereby deleted; and
(2) Administration of Cost Accounting Standards clause, FAR 52.230-6.
T185.001
THIS ORDER IS SUBJECT TO COST ACCOUNTING STANDARDS TITLE 48 UNITED STATES CODE
OF FEDERAL REGULATIONS 9904.401, CONSISTENCY IN ESTIMATING, ACCUMULATING AND
REPORTING COSTS; AND 9904.402, CONSISTENCY IN ALLOCATING COSTS INCURRED FOR THE
SAME PURPOSE (MODIFIED FOREIGN CONCERN).
T185
Clause T185: This Order is subject to Cost Accounting Standards title 48 United States Code of
Federal Regulations 9904.401, consistency in estimating, accumulating and reporting costs; and
9904.402, consistency in allocating costs incurred for the same purpose (modified foreign concern).
(11-8-11)
T203.000
THIS ORDER IS SUBJECT TO THE FOLLOWING TERMS AND CONDITIONS AGREED UPON
BETWEEN BUYER AND SELLER, ENTITLED _____, DATED _____, WHICH IS INCLUDED IN ITS
ENTIRETY BY REFERENCE HEREIN.
T220.000
THIS ORDER IS SUBJECT TO THE TERMS AND CONDITIONS AGREED UPON BETWEEN BUYER
AND SELLER IN ITS MEMORANDUM OF AGREEMENT (MOA), DATED_________________, WHICH
IS INCLUDED IN ITS ENTIRETY BY REFERENCE HEREIN. THE MOA SHALL SERVE AS THE BASIS
FOR A MASTER AGREEMENT TO BE NEGOTIATED BETWEEN THE PARTIES.
T234.000
THIS ORDER IS SUBJECT TO TERMS AND CONDITIONS CONTAINED IN CORPORATE AWARD
_____. TENURE OF AWARD IS _____. ALL PRICING WILL BE IN ACCORDANCE WITH THE
PRICING EXHIBIT CONTAINED IN THE CORPORATE AWARD.
T238.000
THIS ORDER IS SUBJECT TO TERMS AND CONDITIONS CONTAINED IN CORPORATE
AGREEMENT _____. TENURE OF AGREEMENT IS AS SPECIFIED HEREIN. ALL PRICING WILL BE
IN ACCORDANCE WITH THE PRICING EXHIBIT CONTAINED IN THE CORPORATE AGREEMENT.
T239.000
BY THE COMMENCEMENT OF PERFORMANCE OF THIS ORDER, SELLER ACCEPTS ALL TERMS
AND CONDITIONS SET FORTH IN UNEXECUTED BASIC ORDERING AGREEMENT _____.
T243.000
THIS ORDER IS ISSUED IN ACCORDANCE WITH AND SUBJECT TO THE TERMS AND
CONDITIONS, INCLUDING ANY REVISIONS THERETO IN EFFECT AS OF THE DATE OF THIS
ORDER, SET FORTH IN MASTER AGREEMENT _____. THE TERMS AND CONDITIONS OF THE
REFERENCED MASTER AGREEMENT ARE MADE A PART HEREOF BY THIS REFERENCE AS
Page 134 of 237
FULLY AS IF SET FORTH IN FULL TEXT.
T244.000
THIS IS A MASTER AGREEMENT/LONG TERM AGREEMENT ("MA/LTA") AND THIS CONTROL
PURCHASE ORDER (CPO) IS ISSUED TO DOCUMENT PRICING AND OTHER TERMS AND
CONDITIONS APPLICABLE TO THE PURCHASE OF _____. SUBSIDIARY PURCHASE ORDERS
("SPO'S") WILL BE ISSUED UNDER THIS MA/LTA AS REQUIREMENTS ARE IDENTIFIED. EACH
SPO ISSUED WILL REFERENCE THIS CPO AND WILL BE SUBJECT TO THE TERMS AND
CONDITIONS HEREOF. THE ESTIMATED VALUE OF THIS AGREEMENT IS $_____. THIS CPO
SHALL BE VALID FROM DATE ISSUED THROUGH _____ AS SET FORTH IN ATTACHMENT "A"
HERETO.
T247.000
THIS ORDER IS ISSUED IN ACCORDANCE WITH AND SUBJECT TO THE TERMS AND
CONDITIONS, INCLUDING ANY REVISIONS THERETO IN EFFECT AS OF THE DATE OF THIS
ORDER, SET FORTH IN PRICING AGREEMENT _____. THE TERMS AND CONDITIONS OF THE
REFERENCED PRICING AGREEMENT ARE MADE A PART HEREOF BY THIS REFERENCE AS
FULLY AS IF SET FORTH IN FULL TEXT.
T247.001
THIS ORDER IS ISSUED IN ACCORDANCE AND SUBJECT TO THE TERMS AND CONDITIONS,
INCLUDING ANY REVISIONS THERETO IN EFFECT AS OF THE DATE OF THIS ORDER, SET
FORTH IN LONG TERM AGREEMENT/PRICING AGREEMENT ________. THE TERMS AND
CONDITIONS OF THE REFERENCED PRICING AGREEMENT ARE MADE A PART HEREOF
BY THIS REFERENCE AS FULLY AS IF SET FORTH IN FULL TEXT.
T247.002
THIS ORDER IS ISSUED IN ACCORDANCE WITH AND SUBJECT TO THE TERMS AND
CONDITIONS, INCLUDING ANY REVISIONS THERETO IN EFFECT AS OF THE DATE OF THIS
ORDER, SET FORTH IN LONG TERM AGREEMENT _____. THE TERMS AND CONDITIONS OF
THE REFERENCED LONG TERM AGREEMENT ARE MADE A PART HEREOF BY THIS REFERENCE
AS FULLY AS IF SET FORTH IN FULL TEXT.
T247.003
CLAUSE T247: THIS ORDER IS ISSUED IN ACCORDANCE WITH AND SUBJECT TO THE TERMS
AND CONDITIONS, INCLUDING ANY REVISIONS THERETO IN EFFECT AS OF THE DATE OF
THIS ORDER, SET FORTH IN LONG TERM AGREEMENT _____. THE TERMS AND CONDITIONS
OF THE REFERENCED LONG TERM AGREEMENT ARE MADE A PART HEREOF BY THIS
REFERENCE AS FULLY AS IF SET FORTH IN FULL TEXT.
T248.000
THE SUBCONTRACTING PLAN FOR SMALL, WOMEN-OWNED SMALL, AND SMALL
DISADVANTAGED BUSINESS CONCERNS DATED _____ AGREED TO BY SELLER AND BUYER IS
INCORPORATED HEREIN BY THIS REFERENCE AND IS MADE A MATERIAL PART OF THIS
SUBCONTRACT (REF: FAR 52.219-9 AMENDED BY DFARS 252.219-7000). SELLER SHALL: A.
INCLUDE THE APPLICABLE CLAUSE ENTITLED "UTILIZATION OF SMALL, WOMEN-OWNED
SMALL, AND SMALL DISADVANTAGED BUSINESS CONCERNS" IN ALL SUBCONTRACTS WHICH
OFFER FURTHER SUBCONTRACTING OPPORTUNITIES; B. REQUIRE ALL SUBCONTRACTORS
(EXCEPT SMALL, WOMEN-OWNED SMALL, AND SMALL DISADVANTAGED BUSINESS
CONCERNS) WHO RECEIVE SUBCONTRACTS IN EXCESS OF $500,000 TO ADOPT A PLAN IN
CONSONANCE WITH THIS CLAUSE; C. SUBMIT STANDARD FORM 294 TO BUYER
SEMIANNUALLY AND AT CONTRACT COMPLETION, AND D. SUBMIT STANDARD FORM 295 TO
THE APPROPRIATE GOVERNMENT AGENCY. FAILURE TO COMPLY WITH THE ABOVE CLAUSE
AND WITH THIS PLAN WILL BE A MATERIAL BREACH OF THIS CONTRACT.
T248.001
SELLER’S SUBCONTRACTING PLAN FOR SMALL BUSINESS CONCERNS DATED _____ IS
INCORPORATED HEREIN AND IS MADE A CONDITION OF THIS ORDER.
T248
Clause T248: Seller’s subcontracting plan for small business concerns dated _____ is incorporated
herein and is made a condition of this Order.
(11-8-11)
T249.000
THIS CHANGE ORDER AUTHORIZES DIRECT SHIPMENT FOR ITEMS _____, EFFECTIVE ON
SHIPMENTS MADE AFTER 30 DECEMBER 1998, TO TRISTAR AEROSPACE, ATTN: NORTHROP
GRUMMAN JIT, 2527 WILLOWBROOK ROAD, DALLAS, TX 75220. SUPPLIERS PARTICIPATING IN
BUYER'S DELEGATED ACCEPTANCE PROGRAM (DAP) MUST PERFORM INSPECTION PRIOR TO
SHIPMENT IF REQUIRED BY STANDARD NOTE I000. SUPPLIERS NOT PARTICIPATING IN
Page 135 of 237
BUYER'S DAP PROGRAM SHALL SHIP DIRECT TO TRISTAR AEROSPACE FOR INSPECTION BY
TRISTAR IN ACCORDANCE WITH THE REQUIREMENTS SPECIFIED IN THE SERVICE AND SALES
AGREEMENT BETWEEN BUYER AND TRISTAR, DATED JUNE 5, 1998.
T249.001
COST ACCOUNTING STANDARDS NOTICES AND CERTIFICATION, FORM P0-F032, IS BY THIS
REFERENCE MADE A PART HEREOF.
T252.000
THIS ORDER IS ISSUED IN ACCORDANCE WITH AND SUBJECT TO THE TERMS AND
CONDITIONS, INCLUDING ANY REVISIONS THERETO IN EFFECT AS OF THE DATE OF THIS
ORDER, SET FORTH IN LONG TERM AGREEMENT NO. __________. THE TERMS AND
CONDITIONS OF THE LONG TERM AGREEMENT ARE MADE A PART HEREOF BY THIS
REFERENCE AS FULLY AS IF SET FORTH IN FULL TEXT. THIS ORDER IS ISSUED AS A
SUBCONTRACT IN SUPPORT OF THE FOLLOWING PROGRAM: __________.
T257.000
THE TERMS AND CONDITIONS OF BOEING COMMERCIAL AIRPLANE GROUP'S (BCAG'S)
PURCHASE ORDER (PO) NO. _____, INCLUDING ANY AMENDMENTS THERETO, ARE
INCORPORATED HEREIN AND BY THIS REFERENCE MADE A PART HEREOF IN ACCORDANCE
WITH THE NOVATION AGREEMENT ENTERED INTO BY SUPPLIER, BCAG AND NORTHROP
GRUMMAN CORPORATION (BUYER). THE FOLLOWING CHANGES IN TERMS AND CONDITIONS
ARE REQUIRED TO PERMIT PO ADMINISTRATION BY BUYER: (1) THE LAST SENTENCE OF
NOTE CODE S62 IS HEREBY DELETED AND THE FOLLOWING SENTENCE ADDED IN ITS PLACE,
"CONTACT ____ AT _____ FOR SOURCE INSPECTION SCHEDULING."; (2) NOTE CODES APM50
AND A02 ARE HEREBY SUPERSEDED BY INVOICING INSTRUCTIONS INCLUDED ON THE FACE
OF THIS ORDER; AND (3) ALL REFERENCE TO "BOEING PURCHASE ORDER" AND "BOEING
PART NUMBER" IN NOTE CODES C28 AND C29 ARE HEREBY CHANGED TO "NORTHROP
GRUMMAN PURCHASE ORDER" AND "NORTHROP GRUMMAN PART NUMBER" AS SHOWN ON
THE FACE OF THIS ORDER. IN ADDITION TO BCAG REQUIREMENTS IN THE FOLLOWING
NOTES, BUYER REQUESTS SUPPLIER INCLUDE: (1) SERIAL NO., IF APPLICABLE, AND
COMMERCIAL AND GOVERNMENT ENTITY (CAGE) CODE TO PACKING SLIP (NOTE CODE C28);
AND PO ITEM NUMBER AND SHIPPER'S DOCUMENT NO. ON THE SHIPPING CONTAINER (NOTE
CODE C29).
INVOICES. SELLER SHALL SEND A SEPARATE INVOICE IN DUPLICATE FOR EACH SHIPMENT.
THE INVOICE SHALL INCLUDE: ORDER NO., ITEM NO., PART SERIAL NO. (IF SERIALIZED), AND
PART NO. SHOWN ON THE FACE HEREOF. NO INVOICE SHALL BE ISSUED PRIOR TO PRODUCT
SHIPMENT.
QUALITY REQUIREMENTS. BUYER'S STANDARD NOTE I000 SPECIFIED HEREIN IS HEREBY
ADDED TO THIS ORDER. BY SIGNING AND RETURNING A PO ACKNOWLEDGMENT, SUPPLIER
AGREES TO ACCEPT THIS NOVATED PURCHASE ORDER AS AMENDED BY BUYER'S STANDARD
NOTE I000. SUPPLIER MUST NOTIFY BUYER OF ANY EXCEPTIONS WITHIN FIVE (5) DAYS OF
RECEIVING THIS ORDER.
T258.010
THIS ORDER CONFIRMS ORDER PREVIOUSLY PLACED ON ABOVE DATE.
T258.011
THIS ORDER CONFIRMS ORDER PREVIOUSLY PLACED ON ABOVE DATE.
T259.000
TERMS AND CONDITIONS OF BOEING COMMERCIAL AIRPLANE GROUP'S (BCAG'S) GENERAL
TERMS AGREEMENT NO. _____, AND SPECIAL BUSINESS PROVISIONS NO. _____, INCLUDING
ANY AMENDMENTS THERETO, ARE INCORPORATED HEREIN AND BY THIS REFERENCE MADE
A PART HEREOF IN ACCORDANCE WITH THE NOVATION AGREEMENT ENTERED INTO BY
SUPPLIER, BCAG AND NORTHROP GRUMMAN CORP. (BUYER). THE FOLLOWING CHANGES IN
TERMS AND CONDITIONS ARE REQUIRED TO PERMIT CONTRACT
ADMINISTRATION BY BUYER: ALL NOTICES, INVOICES AND REQUESTS PERTAINING TO THE
NOVATED PART NUMBERS ON THIS ORDER SHALL BE SENT TO BUYER'S REPRESENTATIVE AT
AND TO THE ADDRESS REFLECTED ON THE FACE HEREOF; AND TAX INFORMATION SHALL BE
PER BUYER'S ORDERS HEREUNDER.
T263.000
THIS ORDER IS SUBJECT TO AND INCORPORATES BY THIS REFERENCE THE GENERAL TERMS
AGREEMENT NO. _____, BETWEEN BUYER AND SELLER DATED _____. THIS ORDER IS ALSO
SUBJECT TO AND INCORPORATES BY THIS REFERENCE THE SPECIAL BUSINESS PROVISIONS
Page 136 of 237
BETWEEN BUYER AND SELLER DATED _____.
T266.000
TERMS AND CONDITIONS ("T&C'S") OF BOEING COMMERCIAL AIRPLANE GROUP'S (BCAG'S)
GENERAL TERMS AGREEMENT NO. _____, SPECIAL BUSINESS PROVISIONS NO. _____ AND
ADMINISTRATIVE AGREEMENT DATED / / , INCLUDING ANY AMENDMENTS THERETO, ARE
INCORPORATED HEREIN AND BY THIS REFERENCE MADE A PART HEREOF PER THE
NOVATION AGREEMENT ENTERED INTO BY SUPPLIER, BCAG AND NORTHROP GRUMMAN
CORP. (BUYER). THE FOLLOWING CHANGES IN T&C'S ARE REQUIRED TO PERMIT CONTRACT
ADMINISTRATION BY BUYER: ALL NOTICES, INVOICES AND REQUESTS PERTAINING TO THE
NOVATED PART NUMBERS SHALL BE SENT TO BUYER'S REPRESENTATIVE AT AND TO THE
ADDRESS ON THE FACE HEREOF; AND TAX INFORMATION SHALL BE PER BUYER'S ORDERS
HEREUNDER.
T267.000
THIS ORDER IS SUBJECT TO AND INCORPORATES BY THIS REFERENCE THE ADMINISTRATIVE
AGREEMENT BETWEEN BUYER AND SELLER DATED _____.
T268.000
THE TERMS AND CONDITIONS OF BOEING COMMERCIAL AIRPLANE GROUP’S (BCAG’S)
PURCHASE ORDER NUMBERS _____, INCLUDING ANY AMENDMENTS THERETO, ARE
INCORPORATED HEREIN AND BY THIS REFERENCE MADE A PART HEREOF IN ACCORDANCE
WITH THE NOVATION AGREEMENT ENTERED INTO BY SUPPLIER, BCAG AND NORTHROP
GRUMMAN CORPORATION (BUYER). CHANGES IN TERMS AND CONDITIONS ARE REQUIRED,
AS SET FORTH HEREIN BELOW, TO PERMIT PO ADMINISTRATION BY BUYER. NOTE CODES
APM50 AND A02 ARE HEREBY SUPERSEDED BY INVOICING INSTRUCTIONS INCLUDED HEREIN.
SHIP TO THE DESTINATION, AND, IF FOB SHIPPING POINT, VIA THE METHOD INDICATED ON
THE FACE HEREOF. BCAG TAX INFORMATION IS SUPERSEDED BY
T269.000
THE TERMS AND CONDITIONS OF BOEING COMMERCIAL AIRPLANE GROUP'S (BCAG'S)
PURCHASE ORDER (PO) NO. _____, INCLUDING ANY AMENDMENTS THERETO, ARE
INCORPORATED HEREIN AND BY THIS REFERENCE MADE A PART HEREOF IN ACCORDANCE
WITH THE NOVATION AGREEMENT ENTERED INTO BY SUPPLIER, BCAG AND NORTHROP
GRUMMAN CORPORATION (BUYER). THE FOLLOWING CHANGES IN TERMS AND CONDITIONS
ARE REQUIRED TO PERMIT PO ADMINISTRATION BY BUYER: (1) ALL INVOICING
INSTRUCTIONS REFLECTED IN BCAG'S PO ARE HEREBY SUPERSEDED BY INVOICING
INSTRUCTIONS INCLUDED ON THE FACE OF THIS ORDER; (2) ON THE FINAL PAGE OF BCAG'S
PO, THE "FORWARDING AGENT" INFORMATION IS SUPERSEDED BY INFORMATION PROVIDED
IN THE SHIP VIA BLOCK ON THE FACE OF THIS ORDER AND THE SENTENCE "KANSAS
REGISTRATION CERTIFICATION NO. 2-0327" IS HEREBY DELETED; (3) IN BOEING PURCHASE
ORDER TERMS AND CONDITIONS, P252-T1, PARAGRAPH 21, OSHA HAZARD COMMUNICATION
STANDARD, THE LAST SENTENCE THEREOF IS HEREBY SUPERSEDED BY THE FOLLOWING
SENTENCE, "ALL MATERIAL SAFETY DATA SHEETS (MSDS) SHALL BE MAILED TO NORTHROP
GRUMMAN CORP., ISA SECTOR, ATTN: SAFETY MANAGER, ONE NORTHROP PLACE, PERRY
GA 31069"; (4) ALL REFERENCE TO BCAG DOCUMENT D500-11959-1, QUALITY CONTROL
INSTRUCTIONS FOR SELLER INITIATED BOEING NONCONFORMANCE RECORDS, IS HEREBY
SUPERSEDED BY BUYER'S QUALITY CONTROL REQUIREMENTS AS SET FORTH HEREIN
BELOW; (5) DELETE ALL REFERENCE TO 300-SERIES (QUALITY) PO NOTES AS REFERENCED IN
THE PO AND AS SET FORTH IN BCAG'S DOCUMENT P5288, SUPPLEMENTAL PURCHASE ORDER
NOTE SHEET, BUYER'S QUALITY REQUIREMENTS APPLY AS SET FORTH HEREIN BELOW; (6)
ALL CORRESPONDENCE REGARDING THIS NOVATED PO, OTHER THAN INVOICES, WILL BE
SENT TO BUYER'S REPRESENTATIVE AT THE ADDRESS IDENTIFIED ON THE FACE OF THIS
ORDER.
IN ADDITION TO BCAG REQUIREMENTS, BUYER REQUESTS SUPPLIER INCLUDE: (1) SERIAL
NO., IF APPLICABLE, AND COMMERCIAL AND GOVERNMENT ENTITY (CAGE) CODE ON EACH
PACKING SLIP; AND PO ITEM NUMBER AND SHIPPER'S DOCUMENT NO. ON THE SHIPPING
CONTAINER.
INVOICES. SELLER SHALL SEND A SEPARATE INVOICE IN DUPLICATE FOR EACH SHIPMENT.
THE INVOICE SHALL INCLUDE: ORDER NO., ITEM NO., PART SERIAL NO. (IF SERIALIZED), AND
PART NO. SHOWN ON THE FACE HEREOF. NO INVOICE SHALL BE ISSUED PRIOR TO PRODUCT
SHIPMENT.
QUALITY REQUIREMENTS. QUALITY REQUIREMENTS. BUYER'S STANDARD NOTE I000
Page 137 of 237
SPECIFIED HEREIN IS HEREBY ADDED TO THIS ORDER. BY SIGNING AND RETURNING A PO
ACKNOWLEDGMENT, SUPPLIER AGREES TO ACCEPT THIS NOVATED PURCHASE ORDER AS
AMENDED BY BUYER'S STANDARD NOTE I000. SUPPLIER MUST NOTIFY BUYER OF ANY
EXCEPTIONS WITHIN FIVE (5) DAYS OF RECEIVING THIS ORDER.
T282.000
BOEING PURCHASE ORDER TERMS AND CONDITIONS, P252-T1 REV. 3/90, PAGE 1, APPLY TO
AND ARE INCORPORATED INTO THIS ORDER BY REFERENCE AS THOUGH SET FORTH IN FULL
TEXT, EXCEPT AS MODIFIED HEREIN ABOVE.
T290.000
THE TERMS AND CONDITIONS OF BOEING COMMERCIAL AIRPLANE GROUP'S (BCAG'S)
PURCHASE CONTRACT NO. _____, INCLUDING ANY AMENDMENTS THERETO, ARE
INCORPORATED HEREIN AND BY THIS REFERENCE MADE A PART HEREOF IN ACCORDANCE
WITH THE NOVATION AGREEMENT ENTERED INTO BY SUPPLIER, BCAG AND NORTHROP
GRUMMAN CORPORATION (BUYER). THE FOLLOWING CHANGES IN TERMS AND CONDITIONS
ARE REQUIRED TO PERMIT CONTRACT ADMINISTRATION BY BUYER: (1) ALL NOTICES,
INVOICES AND REQUESTS PERTAINING TO THE NOVATED PART NUMBERS ON THIS
PURCHASE CONTRACT SHALL BE SENT TO BUYER'S REPRESENTATIVE AT AND TO THE
ADDRESS REFLECTED ON THE FACE OF THIS PO FORM; (2) SHIP VIA AND TAX INFORMATION
SHALL BE PER BUYER'S ORDERS RELEASED HEREUNDER.
T290.001
THE TERMS AND CONDITIONS OF BOEING COMMERCIAL AIRPLANE GROUP'S (BCAG'S)
PURCHASE CONTRACT NO. _____, INCLUDING ANY AMENDMENTS THERETO, ARE
INCORPORATED HEREIN AND BY THIS REFERENCE MADE A PART HEREOF IN ACCORDANCE
WITH THE NOVATION AGREEMENT ENTERED INTO BY SUPPLIER, BCAG AND NORTHROP
GRUMMAN CORPORATION (BUYER). THE FOLLOWING CHANGES IN TERMS AND CONDITIONS
ARE REQUIRED TO PERMIT CONTRACT ADMINISTRATION BY BUYER: (1) ALL NOTICES,
INVOICES AND REQUESTS PERTAINING TO THE NOVATED PART NUMBERS ON THIS
PURCHASE CONTRACT SHALL BE SENT TO BUYER'S REPRESENTATIVE AT AND TO THE
ADDRESS REFLECTED ON THE FACE OF THIS PO FORM; (2) SHIP VIA AND TAX INFORMATION
SHALL BE PER BUYER'S ORDERS RELEASED HEREUNDER.
T291.000
THE TERMS AND CONDITIONS OF BOEING COMMERCIAL AIRPLANE GROUP'S (BCAG'S)
PURCHASE ORDER (PO) NO. _____, INCLUDING ANY AMENDMENTS THERETO, ARE
INCORPORATED HEREIN AND BY THIS REFERENCE MADE A PART HEREOF IN ACCORDANCE
WITH THE NOVATION AGREEMENT ENTERED INTO BY SUPPLIER, BCAG AND NORTHROP
GRUMMAN CORPORATION (BUYER). CHANGES IN TERMS AND CONDITIONS ARE REQUIRED,
AS SET FORTH HEREIN BELOW, TO PERMIT PO ADMINISTRATION BY BUYER. NOTE CODES
APM50 AND A02 ARE HEREBY SUPERSEDED BY INVOICING INSTRUCTIONS INCLUDED HEREIN.
SHIP TO THE DESTINATION, AND, IF FOB SHIPPING POINT, VIA THE METHOD INDICATED ON
THE FACE HEREOF. BCAG TAX INFORMATION IS SUPERSEDED BY TAX INFORMATION
REFLECTED HEREIN.
INVOICES. SELLER SHALL SEND A SEPARATE INVOICE IN DUPLICATE FOR EACH SHIPMENT.
THE INVOICE SHALL INCLUDE: ORDER NO., ITEM NO., PART SERIAL NO. (IF SERIALIZED), AND
PART NO. SHOWN ON THE FACE HEREOF. NO INVOICE SHALL BE ISSUED PRIOR TO PRODUCT
SHIPMENT.
QUALITY REQUIREMENTS. QUALITY REQUIREMENTS. BUYER'S STANDARD NOTE I000
SPECIFIED HEREIN IS HEREBY ADDED TO THIS ORDER. BY SIGNING AND RETURNING A PO
ACKNOWLEDGMENT, SUPPLIER AGREES TO ACCEPT THIS NOVATED PURCHASE ORDER AS
AMENDED BY BUYER'S STANDARD NOTE I000. SUPPLIER MUST NOTIFY BUYER OF ANY
EXCEPTIONS WITHIN FIVE (5) DAYS OF RECEIVING THIS ORDER.
ALL REFERENCE TO "BOEING PURCHASE ORDER" AND "BOEING PART NUMBER" IN BCAG'S
ORDER(S) ARE HEREBY CHANGED TO "BUYER'S PURCHASE ORDER" AND "BUYER'S PART
NUMBER" AS SHOWN ON THE FACE OF THIS ORDER. IN ADDITION TO BCAG REQUIREMENTS,
BUYER REQUESTS SUPPLIER INCLUDE: SERIAL NO., IF APPLICABLE, AND COMMERCIAL AND
GOVERNMENT ENTITY (CAGE) CODE ON PACKING SLIP; AND PO ITEM NUMBER AND
SHIPPER'S DOCUMENT NO. ON THE SHIPPING CONTAINER. SELLER SHALL COMBINE ALL
SHIPMENTS BEING FORWARDED TO THE SAME DESTINATION TO THE MAXIMUM EXTENT
PRACTICABLE.
Page 138 of 237
T298.000
THE TERMS AND CONDITIONS OF BOEING COMMERCIAL AIRPLANE GROUP'S (BCAG'S)
PURCHASE ORDER (PO) NO. _____, INCLUDING ANY AMENDMENTS THERETO, ARE
INCORPORATED HEREIN AND BY THIS REFERENCE MADE A PART HEREOF IN ACCORDANCE
WITH THE NOVATION AGREEMENT ENTERED INTO BY SUPPLIER, BCAG AND NORTHROP
GRUMMAN CORPORATION (BUYER). CHANGES IN TERMS AND CONDITIONS ARE REQUIRED,
AS SET FORTH HEREIN BELOW, TO PERMIT PO ADMINISTRATION BY BUYER. NOTE CODES
APM50, APM51, A02 AND T0090 ARE HEREBY SUPERSEDED BY INSTRUCTIONS INCLUDED
HEREIN. SHIP TO THE DESTINATION, AND, IF FOB SHIPPING POINT, VIA THE METHOD
INDICATED ON THE FACE HEREOF. BCAG TAX INFORMATION IS SUPERSEDED BY TAX
INFORMATION REFLECTED HEREIN.
T301.000
TERMS AND CONDITIONS OF BOEING COMMERCIAL AIRPLANE GROUP’S (BCAG’S) GENERAL
TERMS AGREEMENT NO. _____, SPECIAL BUSINESS PROVISIONS NO. _____, AND PURCHASE
CONTRACT NO. _____, INCLUDING ANY AMENDMENTS THERETO, ARE INCORPORATED
HEREIN AND BY THIS REFERENCE MADE A PART HEREOF IN ACCORDANCE WITH THE
NOVATION AGREEMENT ENTERED INTO BY SUPPLIER, BCAG AND NORTHROP GRUMMAN
CORP. (BUYER). THE FOLLOWING CHANGES IN TERMS AND CONDITIONS ARE REQUIRED TO
PERMIT CONTRACT ADMINISTRATION BY BUYER: ALL NOTICES, INVOICES AND REQUESTS
PERTAINING TO THE NOVATED PART NUMBERS ON THIS ORDER SHALL BE SENT TO BUYER’S
REPRESENTATIVE AT AND TO THE ADDRESS REFLECTED ON THE FACE HEREOF; AND TAX
INFORMATION SHALL BE PER BUYER’S ORDERS HEREUNDER.
T317.000
TERMS AND CONDITIONS ("T&C'S") OF BOEING COMMERCIAL AIRPLANE GROUP'S (BCAG'S)
GENERAL TERMS AGREEMENT NO. _____, SPECIAL BUSINESS PROVISIONS NO. _____ AND
BCAG LETTER _____, DATED _____, INCLUDING ANY AMENDMENTS THERETO, ARE
INCORPORATED HEREIN AND BY THIS REFERENCE MADE A PART HEREOF.
T327.000
TERMS AND CONDITIONS OF BOEING NORTH AMERICAN, INC.'S ("BOEING'S") MASTER ORDER
AGREEMENT NO. _____, INCLUDING ANY CHANGE NOTICES OR AMENDMENTS THERETO, ARE
INCORPORATED HEREIN AND BY THIS REFERENCE MADE A PART HEREOF IN ACCORDANCE
WITH THE NOVATION AGREEMENT ENTERED INTO BY SUPPLIER, BOEING AND NORTHROP
GRUMMAN CORP. ("BUYER"). THE FOLLOWING CHANGES IN TERMS AND CONDITIONS ARE
REQUIRED TO PERMIT AGREEMENT ADMINISTRATION BY BUYER: ALL NOTICES, INVOICES
AND REQUESTS PERTAINING TO THE NOVATED PART NUMBERS ON THIS ORDER SHALL BE
SENT TO BUYER'S REPRESENTATIVE AT AND TO THE ADDRESS REFLECTED ON THE FACE
HEREOF; AND TAX INFORMATION, SHIPPING DOCUMENTS AND INVOICES SHALL BE PER
BUYER'S ORDERS HEREUNDER.
T327.001
TERMS AND CONDITIONS OF BOEING NORTH AMERICAN, INC.'S ("BOEING'S") MASTER ORDER
AGREEMENT NO. _____, INCLUDING ANY CHANGE NOTICES OR AMENDMENTS THERETO, ARE
INCORPORATED HEREIN AND BY THIS REFERENCE MADE A PART HEREOF IN ACCORDANCE
WITH THE NOVATION AGREEMENT ENTERED INTO BY SUPPLIER, BOEING AND NORTHROP
GRUMMAN CORP. ("BUYER"). THE FOLLOWING CHANGES IN TERMS AND CONDITIONS ARE
REQUIRED TO PERMIT AGREEMENT ADMINISTRATION BY BUYER: ALL NOTICES, INVOICES
AND REQUESTS PERTAINING TO THE NOVATED PART NUMBERS ON THIS ORDER SHALL BE
SENT TO BUYER'S REPRESENTATIVE AT AND TO THE ADDRESS REFLECTED ON THE FACE
HEREOF; AND TAX INFORMATION, SHIPPING DOCUMENTS AND INVOICES SHALL BE PER
BUYER'S ORDERS HEREUNDER.
T392.000
THE TERMS AND CONDITIONS OF BOEING NORTH AMERICAN, INC.'S (BOEING'S) PURCHASE
ORDER (PO) NO. _____, INCLUDING ANY AMENDMENTS THERETO, ARE INCORPORATED
HEREIN AND BY THIS REFERENCE MADE A PART HEREOF IN ACCORDANCE WITH THE
NOVATION AGREEMENT ENTERED INTO BY SUPPLIER, BOEING AND NORTHROP GRUMMAN
CORPORATION (BUYER). CHANGES IN TERMS AND CONDITIONS ARE REQUIRED, AS SET
FORTH HEREIN BELOW, TO PERMIT PO ADMINISTRATION BY BUYER. BOEING'S FORM 70-C-33,
SUBPARAGRAPH 2(D), IS HEREBY SUPERSEDED BY INVOICING INSTRUCTIONS INCLUDED
HEREINBELOW. SHIP TO THE DESTINATION, AND, IF FOB SHIPPING POINT, VIA THE METHOD
INDICATED ON THE FACE HEREOF. BUYER'S RESALE EXEMPTION CERTIFICATE APPLIES.
INVOICES. SELLER SHALL SEND A SEPARATE INVOICE IN DUPLICATE FOR EACH SHIPMENT.
THE INVOICE SHALL INCLUDE: ORDER NO., ITEM NO., PART SERIAL NO. (IF SERIALIZED), AND
Page 139 of 237
PART NO. SHOWN ON THE FACE HEREOF. NO INVOICE SHALL BE ISSUED PRIOR TO PRODUCT
SHIPMENT.
QUALITY REQUIREMENTS. QUALITY REQUIREMENTS. BUYER'S STANDARD NOTE I000
SPECIFIED HEREIN IS HEREBY ADDED TO THIS ORDER. BY SIGNING AND RETURNING A PO
ACKNOWLEDGMENT, SUPPLIER AGREES TO ACCEPT THIS NOVATED PURCHASE ORDER AS
AMENDED BY BUYER'S STANDARD NOTE I000. SUPPLIER MUST NOTIFY BUYER OF ANY
EXCEPTIONS WITHIN FIVE (5) DAYS OF RECEIVING THIS ORDER.
ALL REFERENCE TO "BOEING PURCHASE ORDER" AND "BOEING PART NUMBER" IN BOEING'S
ORDER(S) ARE HEREBY CHANGED TO "BUYER'S PURCHASE ORDER" AND "BUYER'S PART
NUMBER" AS SHOWN ON THE FACE OF THIS ORDER. IN ADDITION TO BCAG REQUIREMENTS,
BUYER REQUESTS SUPPLIER INCLUDE: SERIAL NO., IF APPLICABLE, AND COMMERCIAL AND
GOVERNMENT ENTITY (CAGE) CODE ON PACKING SLIP; AND PO ITEM NUMBER AND
SHIPPER'S DOCUMENT NO. ON THE SHIPPING CONTAINER. SELLER SHALL COMBINE ALL
SHIPMENTS BEING FORWARDED TO THE SAME DESTINATION TO THE MAXIMUM EXTENT
PRACTICABLE.
T400.008
THIS PURCHASE ORDER IS ISSUED SUBJECT TO THE FOLLOWING TERMS AND STANDARD
NOTE CLAUSES WHICH ARE INCORPORATED HEREIN BY REFERENCE. THE COMPLETE TEXT
OF THESE TERMS AND STANDARD NOTES CAN BE VIEWED VIA THE INTERNET AT:
HTTPS://OASIS.NORTHGRUM.COM
SHOULD SELLER HAVE ANY QUESTIONS AND/OR NOT HAVE ACCESS TO THESE TERMS AND
STANDARD NOTES, CONTACT THE BUYER IMMEDIATELY. THE LETTER PREFIX AS SHOWN
FOR EACH STANDARD NOTE CLAUSE INDICATES THE APPLICABLE SECTION OF STANDARD
NOTES IN OASIS.
T412.000
TERMS T-57 (R. 11/95), "PURCHASE ORDER TERMS AND CONDITIONS (TOOLING - BOEING 747
PROGRAM, HAWTHORNE)," PREVIOUSLY TRANSMITTED TO SELLER, IS BY THIS REFERENCE
MADE A PART HEREOF.
T413.000
TERMS T-58 (R. 11/95), "PURCHASE ORDER TERMS AND CONDITIONS (TOOLING)," PREVIOUSLY
TRANSMITTED TO SELLER, IS BY THIS REFERENCE MADE A PART HEREOF. EXHIBIT "B" TO
TERMS T-58, DOES NOT APPLY TO THIS ORDER.
TERMS T-58 (R. 11/95) IS HEREBY REVISED AS FOLLOWS:
CONDITION NO. 5 "TITLE" IS HEREBY MODIFIED BY DELETING PARAGRAPH 5.A IN ITS ENTIRETY
AND IN PLACE THEREOF INSERTING THE FOLLOWING:
"A. TITLE TO ALL ACCOUNTABLE TOOLING PRODUCED OR ACQUIRED IN CONNECTION WITH
THIS ORDER SHALL BE RETAINED BY SELLER UNLESS BUYER REQUESTS THAT TITLE TO ALL
OR PART OF SUCH TOOLING BE TRANSFERRED TO BUYER OR ANY THIRD PARTY AS
HEREINAFTER PROVIDED; HOWEVER, ALL ACCOUNTABLE TOOLING SHALL BE USED ONLY IN
THE PERFORMANCE OF THIS ORDER. IN THE EVENT THAT ANY SUBCONTRACTOR OF SELLER
IS REQUIRED TO MANUFACTURE, ACQUIRE OR USE ANY ACCOUNTABLE TOOLING, THE
PERTINENT SUBCONTRACT SHALL PROVIDE THAT LEGAL TITLE TO SUCH ACCOUNTABLE
TOOLING SHALL VEST IN THE SUBCONTRACTOR. IN ADDITION, SUCH SUBCONTRACT SHALL
CONFER UPON SELLER SUCH RIGHTS AND POWERS RELATIVE TO TITLE, POSSESSION AND
USE OF THE ACCOUNTABLE TOOLING AND IMPOSE UPON THE SUBCONTRACTOR SUCH
OBLIGATIONS AS WILL ENABLE SELLER TO FULFILL ITS OBLIGATIONS TO BUYER AND FOR
BUYER TO RETAIN ITS SUPERIOR RIGHTS IN SUCH ACCOUNTABLE TOOLING CONSISTENT
WITH THE PROVISIONS OF THIS CONDITION 5."
CONDITION NO. 7 "BUYER DISPOSITION OF TOOLING" IS HEREBY MODIFIED BY DELETING THE
PERIOD AT THE END OF PARAGRAPH 7.A AND INSERTING THE FOLLOWING ADDITIONAL
PROVISIONS THERETO:
", INCLUDING WITHOUT LIMITATION: (A) DIVESTITURE FROM SELLER OF LEGAL TITLE TO ANY
SUCH ACCOUNTABLE TOOLING, WHETHER OR NOT THE ACCOUNTABLE TOOLING IS
REMOVED FROM SELLER’S POSSESSION; AND (B) TRANSFER OF TITLE TO BUYER OR TO
ANOTHER PARTY. IN THE EVENT OF A TERMINATION FOR CAUSE PURSUANT HERETO,
SELLER SHALL DELIVER TO BUYER POSSESSION OF AND TITLE TO ALL ACCOUNTABLE
Page 140 of 237
TOOLING WITHIN TEN (10) DAYS OF RECEIPT OF WRITTEN NOTICE OF TERMINATION."
T413.001
TERMS T-58 (R. 7/00), "PURCHASE ORDER TERMS AND CONDITIONS (TOOLING)," IS BY THIS
REFERENCE MADE A PART HEREOF.
T414.000
TERMS T-58 (R. 11/95), "PURCHASE ORDER TERMS AND CONDITIONS (TOOLING)," TOGETHER
WITH EXHIBIT "B" TO TERMS T-58 (11/95), "ADDITIONAL TERMS AND CONDITIONS FOR GV
PROGRAM", PREVIOUSLY TRANSMITTED TO SELLER, ARE BY THIS REFERENCE MADE A PART
HEREOF. ANY EXHIBITS TO TERMS T-58, OTHER THAN EXHIBITS "A" AND "B", DO NOT APPLY
TO THIS ORDER.
T416.000
TERMS T-13 (R. 2/96), "PURCHASE ORDER TERMS AND CONDITIONS (PACKAGING, PACKING,
MARKING AND BAR CODING)," TOGETHER WITH EXHIBIT "A" TO TERMS T-13 (R. 2/96),
"PACKAGING FOR HARDWARE AND SMALL ELECTRICAL SUPPLIES", PREVIOUSLY
TRANSMITTED TO SELLER, ARE BY THIS REFERENCE MADE A PART HEREOF. ANY CONFLICT
BETWEEN EXHIBIT "A" AND THE BASIC T-13 DOCUMENT SHALL BE RESOLVED IN FAVOR OF
EXHIBIT "A".
T416.001
TERMS T-13 (R. 7-00), "PURCHASE ORDER TERMS AND CONDITIONS (PACKAGING, PACKING,
MARKING AND BAR CODING)," TOGETHER WITH T-13A (R. 7-00), "PACKAGING FOR HARDWARE
AND SMALL ELECTRICAL SUPPLIES", ARE BY THIS REFERENCE MADE A PART HEREOF. ANY
CONFLICT BETWEEN T-13A AND T-13 SHALL BE RESOLVED IN FAVOR OF T-13A.
T416.002
CLAUSE T416: TERMS T-13 (04-05), "PURCHASE ORDER TERMS AND CONDITIONS
(PACKAGING, PACKING, MARKING AND BAR CODING)," TOGETHER WITH T-13A (R. 7-00),
"PACKAGING FOR HARDWARE AND SMALL ELECTRICAL SUPPLIES", ARE BY THIS REFERENCE
MADE A PART HEREOF. ANY CONFLICT BETWEEN T-13A AND T-13 SHALL BE RESOLVED IN
FAVOR OF T-13A.
T417.000
BLANKET PURCHASE ORDERS.
DELETE CONDITION NO. 17 OF TERMS T-3 OF THIS PURCHASE ORDER IN ITS ENTIRETY AND
SUBSTITUTE THEREFOR THE FOLLOWING:
"17. THIS ORDER IS SUBJECT TO CANCELLATION AT ANY TIME BY BUYER AT NO COST TO
BUYER. IN THE EVENT OF SUCH CANCELLATION, BUYER SHALL HAVE NO LIABILITY TO
SELLER WITH RESPECT TO THE CANCELED PORTION OF THE ORDER AND SELLER WILL
FURNISH BUYER WITH A WRITTEN RELEASE TO THAT EFFECT."
ADD THE FOLLOWING NEW CONDITIONS TO TERMS T-3 OF THIS PURCHASE ORDER:
"36. SELLER AGREES TO MAINTAIN A REASONABLE INVENTORY TO MEET REQUIREMENTS OF
THIS ORDER."
"37. DELIVERIES WILL BE MADE WITHIN 72 HOURS AFTER TELEPHONE ORDERS FROM BUYER
(TELEPHONE CALLS FROM BUYER WILL BE CONFIRMED IN WRITING WITHIN FIVE (5)
WORKDAYS OF SUCH CALL). NO DELIVERIES WILL BE MADE WITHOUT THE PRIOR
AUTHORIZATION OF BUYER."
"38. SELLER REPRESENTS AND WARRANTS TO BUYER THAT THE PRICES IN THIS ORDER
FAIRLY REFLECT MANUFACTURING AND/OR SELLING AND/OR DELIVERY COST SAVINGS
RESULTING FROM QUANTITY SALE, AND THAT SUCH PRICES ARE REASONABLY AVAILABLE
TO ALL OTHER PURCHASERS UNDER LIKE CONDITIONS AND ESSENTIALLY SIMILAR
CIRCUMSTANCES."
"39. NOTHING IN THIS ORDER IS INTENDED OR SHALL EVER BE CONSTRUED TO PLACE
BUYER UNDER OBLIGATION TO PURCHASE ANY MINIMUM PORTION OF ITS TOTAL
REQUIREMENTS FROM SELLER, NOR TO PROHIBIT PURCHASE BY BUYER FROM ANY OTHER
SOURCE OR SUPPLIER."
T417.001
BLANKET PURCHASE ORDERS.
ADD THE FOLLOWING NEW CONDITIONS TO TERMS T-3 OF THIS PURCHASE ORDER:
Page 141 of 237
"27. THIS ORDER IS SUBJECT TO CANCELLATION AT ANY TIME BY BUYER AT NO COST TO
BUYER. IN THE EVENT OF SUCH CANCELLATION, BUYER SHALL HAVE NO LIABILITY TO
SELLER WITH RESPECT TO THE CANCELED PORTION OF THE ORDER AND SELLER WILL
FURNISH BUYER WITH A WRITTEN RELEASE TO THAT EFFECT."
"28. SELLER AGREES TO MAINTAIN A REASONABLE INVENTORY TO MEET REQUIREMENTS OF
THIS ORDER."
"29. DELIVERIES WILL BE MADE WITHIN 72 HOURS AFTER TELEPHONE ORDERS FROM BUYER
(TELEPHONE CALLS FROM BUYER WILL BE CONFIRMED IN WRITING WITHIN FIVE (5)
WORKDAYS OF SUCH CALL). NO DELIVERIES WILL BE MADE WITHOUT THE PRIOR
AUTHORIZATION OF BUYER."
"30. SELLER REPRESENTS AND WARRANTS TO BUYER THAT THE PRICES IN THIS ORDER
FAIRLY REFLECT MANUFACTURING AND/OR SELLING AND/OR DELIVERY COST SAVINGS
RESULTING FROM QUANTITY SALE, AND THAT SUCH PRICES ARE REASONABLY AVAILABLE
TO ALL OTHER PURCHASERS UNDER LIKE CONDITIONS AND ESSENTIALLY SIMILAR
CIRCUMSTANCES."
"31. NOTHING IN THIS ORDER IS INTENDED OR SHALL EVER BE CONSTRUED TO PLACE
BUYER UNDER OBLIGATION TO PURCHASE ANY MINIMUM PORTION OF ITS TOTAL
REQUIREMENTS FROM SELLER, NOR TO PROHIBIT PURCHASE BY BUYER FROM ANY OTHER
SOURCE OR SUPPLIER."
T418.000
BLANKET PURCHASE ORDERS.
DELETE CONDITION NO. 24 OF TERMS T-4 OF THIS PURCHASE ORDER IN ITS ENTIRETY AND
SUBSTITUTE THEREFOR THE FOLLOWING:
"24. THIS ORDER IS SUBJECT TO CANCELLATION AT ANY TIME BY BUYER AT NO COST TO
BUYER. IN THE EVENT OF SUCH CANCELLATION, BUYER SHALL HAVE NO LIABILITY TO
SELLER WITH RESPECT TO THE CANCELED PORTION OF THE ORDER AND SELLER WILL
FURNISH BUYER WITH A WRITTEN RELEASE TO THAT EFFECT."
ADD THE FOLLOWING NEW CONDITIONS TO TERMS T-4 OF THIS PURCHASE ORDER:
"54. SELLER REPRESENTS AND WARRANTS TO BUYER THAT THE PRICES IN THIS ORDER
FAIRLY REFLECT MANUFACTURING AND/OR SELLING AND/OR DELIVERY COST SAVINGS
RESULTING FROM QUANTITY SALE, AND THAT SUCH PRICES ARE REASONABLY AVAILABLE
TO ALL OTHER PURCHASERS UNDER LIKE CONDITIONS AND ESSENTIALLY SIMILAR
CIRCUMSTANCES."
"55. NOTHING IN THIS ORDER IS INTENDED OR SHALL EVER BE CONSTRUED TO PLACE
BUYER UNDER OBLIGATION TO PURCHASE ANY MINIMUM PORTION OF ITS TOTAL
REQUIREMENTS FROM SELLER, NOR TO PROHIBIT PURCHASE BY BUYER FROM ANY OTHER
SOURCE OR SUPPLIER."
T418.001
BLANKET PURCHASE ORDERS.
DELETE CONDITION NO. 13 OF TERMS T-4 (2-00) OF THIS PURCHASE ORDER IN ITS ENTIRETY
AND SUBSTITUTE THEREFOR THE FOLLOWING:
"13. THIS ORDER IS SUBJECT TO CANCELLATION AT ANY TIME BY BUYER AT NO COST TO
BUYER. IN THE EVENT OF SUCH CANCELLATION, BUYER SHALL HAVE NO LIABILITY TO
SELLER WITH RESPECT TO THE CANCELED PORTION OF THE ORDER AND SELLER WILL
FURNISH BUYER WITH A WRITTEN RELEASE TO THAT EFFECT."
ADD THE FOLLOWING NEW CONDITIONS TO TERMS T-4 OF THIS PURCHASE ORDER:
"45. SELLER REPRESENTS AND WARRANTS TO BUYER THAT THE PRICES IN THIS ORDER
FAIRLY REFLECT MANUFACTURING AND/OR SELLING AND/OR DELIVERY COST SAVINGS
RESULTING FROM QUANTITY SALE, AND THAT SUCH PRICES ARE REASONABLY AVAILABLE
TO ALL OTHER PURCHASERS UNDER LIKE CONDITIONS AND ESSENTIALLY SIMILAR
CIRCUMSTANCES."
"46. NOTHING IN THIS ORDER IS INTENDED OR SHALL EVER BE CONSTRUED TO PLACE
BUYER UNDER OBLIGATION TO PURCHASE ANY MINIMUM PORTION OF ITS TOTAL
Page 142 of 237
REQUIREMENTS FROM SELLER, NOR TO PROHIBIT PURCHASE BY BUYER FROM ANY OTHER
SOURCE OR SUPPLIER."
T418.001
BLANKET PURCHASE ORDERS.
DELETE CONDITION NO. 13 OF TERMS T-4 (2-00) OF THIS PURCHASE ORDER IN ITS ENTIRETY
AND SUBSTITUTE THEREFOR THE FOLLOWING:
"13. THIS ORDER IS SUBJECT TO CANCELLATION AT ANY TIME BY BUYER AT NO COST TO
BUYER. IN THE EVENT OF SUCH CANCELLATION, BUYER SHALL HAVE NO LIABILITY TO
SELLER WITH RESPECT TO THE CANCELED PORTION OF THE ORDER AND SELLER WILL
FURNISH BUYER WITH A WRITTEN RELEASE TO THAT EFFECT."
ADD THE FOLLOWING NEW CONDITIONS TO TERMS T-4 OF THIS PURCHASE ORDER:
"45. SELLER REPRESENTS AND WARRANTS TO BUYER THAT THE PRICES IN THIS ORDER
FAIRLY REFLECT MANUFACTURING AND/OR SELLING AND/OR DELIVERY COST SAVINGS
RESULTING FROM QUANTITY SALE, AND THAT SUCH PRICES ARE REASONABLY AVAILABLE
TO ALL OTHER PURCHASERS UNDER LIKE CONDITIONS AND ESSENTIALLY SIMILAR
CIRCUMSTANCES."
"46. NOTHING IN THIS ORDER IS INTENDED OR SHALL EVER BE CONSTRUED TO PLACE
BUYER UNDER OBLIGATION TO PURCHASE ANY MINIMUM PORTION OF ITS TOTAL
REQUIREMENTS FROM SELLER, NOR TO PROHIBIT PURCHASE BY BUYER FROM ANY OTHER
SOURCE OR SUPPLIER."
T419.000
BLANKET PURCHASE ORDER (BPO) FOR PROCESSING
THE TERMINATION FOR CONVENIENCE CLAUSE HEREOF IS HEREBY MODIFIED AS FOLLOWS:
ADD THE SENTENCE: "WHEN NO BUYER-SUPPLIED ARTICLES OR MATERIALS ARE AT
SELLER'S PLANT BEING PROCESSED, THIS BLANKET PURCHASE ORDER MAY BE CANCELED
AT NO COST TO BUYER AND SELLER WILL PROVIDE A RELEASE TO THAT EFFECT." ADD A
NEW CONDITION AS FOLLOWS: "SELLER REPRESENTS AND WARRANTS TO BUYER THAT THE
PRICES IN THIS ORDER FAIRLY REFLECT MANUFACTURING AND/OR SELLING AND/OR
DELIVERY COST SAVINGS RESULTING FROM QUANTITY SALE, AND THAT SUCH PRICES ARE
REASONABLY AVAILABLE TO ALL OTHER PURCHASERS UNDER LIKE CONDITIONS AND
ESSENTIALLY SIMILAR CIRCUMSTANCES. NOTHING IN THIS ORDER IS INTENDED OR SHALL
EVER BE CONSTRUED TO PLACE BUYER UNDER OBLIGATION TO PURCHASE ANY MINIMUM
PORTION OF ITS TOTAL REQUIREMENTS FROM SELLER, NOR TO PROHIBIT PURCHASE BY
BUYER FROM ANY OTHER SOURCE OR SUPPLIER."
T420.000
BREAKDOWN OF REPAIR COSTS INCLUDING PARTS AND LABOR (TEARDOWN COSTS SHALL
BE SEPARATELY IDENTIFIED) FOR THE RETURNED UNIT(S) MUST BE SUBMITTED AND
APPROVED PRIOR TO PROCEEDING WITH REPAIR OR INVOICE WILL NOT BE HONORED.
NOTIFY BUYER IMMEDIATELY IF REPAIR COSTS WILL EXCEED 50 PERCENT OF CURRENT
SELLING PRICES(S). IF EVALUATION REVEALS PARTS(S) TO BE IN CONTRACT WARRANTY,
REPAIR IS TO BE MADE AT NO COST TO BUYER OR BUYER'S CUSTOMER.
T420
(11-8-11)
Clause T420: Breakdown of repair costs including parts and labor (teardown costs shall be separately
identified) for the returned unit(s) must be submitted and approved prior to proceeding with repair or
invoice will not be honored. Notify Buyer immediately if repair costs will exceed 50 percent of current
selling prices(s). If evaluation reveals parts(s) to be in contract warranty, repair is to be made at no
cost to Buyer or Buyer's customer.
T421.000
C-17 CONSIGNMENT/BAILMENT
THE PROPERTY DESCRIBED ON THE FACE OF THIS CONSIGNMENT/BAILMENT ORDER IS
BAILED TO NORTHROP GRUMMAN CORPORATION, INTEGRATED SYSTEMS AND
AEROSTRUCTURES SECTOR (HEREINAFTER "BAILEE"), BY THE BOEING COMPANY, MILITARY
TRANSPORT AIRCRAFT (HEREINAFTER "BAILOR"), SUBJECT TO THE TERMS AND CONDITIONS
SET FORTH IN SECTION 126, ENTITLED "BAILMENT", OF OVERRIDING AGREEMENT ("OA")
28125, BETWEEN BAILOR AND BAILEE, WHICH TERMS AND CONDITIONS SHALL SUPERSEDE
THE TERMS AND CONDITIONS REFERENCED ON THE FACE OF THIS ORDER, OR SET FORTH
ELSEWHERE IN THIS ORDER. ALSO ATTACHED HERETO AND BY THIS REFERENCE MADE A
Page 143 of 237
PART HEREOF ARE ATTACHMENT "A", ENTITLED "BAILMENT TERMS", ATTACHMENT 1,
ENTITLED "BAILMENT PURCHASE ORDER - SPECIAL CONDITIONS", AND ATTACHMENT 2,
ENTITLED "RESPONSIBILITY, AUTHORITY, AND ACCOUNTABILITY FOR BAILED PROPERTY".
T421.001
C-17 CONSIGNMENT/BAILMENT
THE PROPERTY DESCRIBED ON THE FACE OF THIS CONSIGNMENT/BAILMENT ORDER IS
BAILED TO VOUGHT AIRCRAFT INDUSTRIES, INC. (HEREINAFTER "BAILEE"), BY THE BOEING
COMPANY, MILITARY TRANSPORT AIRCRAFT (HEREINAFTER "BAILOR"), SUBJECT TO THE
TERMS AND CONDITIONS SET FORTH IN SECTION 126, ENTITLED "BAILMENT", OF OVERRIDING
AGREEMENT ("OA") 28125, BETWEEN BAILOR AND BAILEE, WHICH TERMS AND CONDITIONS
SHALL SUPERSEDE THE TERMS AND CONDITIONS REFERENCED ON THE FACE OF THIS
ORDER, OR SET FORTH ELSEWHERE IN THIS ORDER. ALSO ATTACHED HERETO AND BY THIS
REFERENCE MADE A PART HEREOF ARE ATTACHMENT "A", ENTITLED "BAILMENT TERMS",
ATTACHMENT 1, ENTITLED "BAILMENT PURCHASE ORDER - SPECIAL CONDITIONS", AND
ATTACHMENT 2, ENTITLED "RESPONSIBILITY, AUTHORITY, AND ACCOUNTABILITY FOR BAILED
PROPERTY".
T422.000
THIS ORDER IS SUBJECT TO THE MEMORANDUM OF AGREEMENT DATED 6 NOVEMBER 1997
WHICH IS BY THIS REFERENCE MADE A PART HEREOF.
T423.000
ALL TERMS AND CONDITIONS SET FORTH OR REFERENCED HEREIN APPLY TO THIS ORDER
AND SUPERSEDE ALL OTHER AGREEMENTS, IF ANY, BETWEEN BUYER AND SELLER UNLESS
OTHERWISE SPECIFIED ON THE FACE HEREOF.
T424.000
THE SERVICES TO BE PROVIDED PURSUANT TO THIS ORDER ARE PURCHASED FOR SUPPORT
OF COMMERCIAL ITEMS AS DEFINED IN THE FEDERAL ACQUISITION REGULATIONS (FAR);
THEREFORE, THE FOLLOWING ADDITIONAL TERMS AND CONDITIONS ARE INCORPORATED BY
REFERENCE FROM THE FAR AND DEFENSE FEDERAL ACQUISITION REGULATIONS
SUPPLEMENT (DFARS) AND APPLY TO THE EXTENT INDICATED. IN ALL OF THE FOLLOWING
CLAUSES, “CONTRACTOR” MEANS “SELLER,” “CONTRACTING OFFICER” MEANS “BUYER,”
“CONTRACT” MEANS THIS “ORDER” AND “GOVERNMENT” MEANS “BUYER OR THE
GOVERNMENT.” HOWEVER, THE WORDS “GOVERNMENT” AND “CONTRACTING OFFICER” DO
NOT CHANGE: (1) WHEN A RIGHT, ACT, AUTHORIZATION OR OBLIGATION CAN BE GRANTED
OR PERFORMED ONLY BY THE GOVERNMENT OR THE PRIME CONTRACT CONTRACTING
OFFICER OR DULY AUTHORIZED REPRESENTATIVE AND (2) WHEN TITLE TO PROPERTY IS TO
BE TRANSFERRED DIRECTLY TO THE GOVERNMENT. THE EFFECTIVE VERSION OF EACH FAR
OR DFARS CLAUSE SHALL BE THE SAME VERSION AS THAT WHICH APPEARS IN BUYER’S
PRIME CONTRACT, OR HIGHER-TIER SUBCONTRACT UNDER WHICH THIS ORDER IS A
SUBCONTRACT. IF ANY OF THE FAR OR DFARS CLAUSES ARE NOT APPLICABLE BY THEIR
TERMS THEY SHALL BE SELF-DELETING.
1.
FAR 52.222-26, EQUAL OPPORTUNITY (SUBPARAGRAPH (B)(1) THROUGH (B)(11)
APPLY).
2.
FAR 52.222-35, AFFIRMATIVE ACTION FOR SPECIAL DISABLED AND VIETNAM ERA
VETERANS. THIS CLAUSE APPLIES ONLY IF THIS ORDER EXCEEDS $25,000.
3.
FAR 52.222-36, AFFIRMATIVE ACTION FOR HANDICAPPED WORKERS. THIS CLAUSE
APPLIES ONLY IF THIS ORDER EXCEEDS $10,000.
4.
FAR 52.247-64, PREFERENCE FOR PRIVATELY OWNED U.S.-FLAG COMMERCIAL
VESSELS.
5.
DFARS 252.225-7014, PREFERENCE FOR DOMESTIC SPECIALTY METALS, &
ALTERNATE I.
6.
DFARS 252.247-7023, TRANSPORTATION OF SUPPLIES BY SEA. THIS CLAUSE APPLIES
ONLY IF THIS ORDER EXCEEDS THE SIMPLIFIED ACQUISITION THRESHOLD IN FAR
PART 2. IN PARAGRAPH (C), "45 DAYS" IS CHANGED TO "75 DAYS".
7.
DFARS 252.249-7002, NOTIFICATION OF PROPOSED PROGRAM TERMINATION OR
REDUCTION. THIS CLAUSE APPLIES ONLY IF THIS ORDER IS FOR $100,000 OR MORE.
IN PARAGRAPH (C), "TWO WEEKS" IS CHANGED TO "ONE WEEK".
Page 144 of 237
THE FOLLOWING PRIME CONTRACT SPECIAL PROVISIONS APPLY TO THIS ORDER:
1. NOTIFICATION OF DEBARMENT/SUSPENSION STATUS.
SELLER SHALL PROVIDE IMMEDIATE NOTICE TO BUYER IN THE EVENT OF BEING SUSPENDED,
DEBARRED OR DECLARED INELIGIBLE BY ANY DEPARTMENT OR OTHER FEDERAL AGENCY,
OR UPON RECEIPT OF A NOTICE OF PROPOSED DEBARMENT FROM ANY DOD AGENCY,
DURING THE PERFORMANCE OF THIS ORDER.
2. CUSTOMER VISITS.
THE GOVERNMENT CONTRACTING OFFICER OR THE CONTRACTING OFFICER’S
REPRESENTATIVE, BUYER’S CUSTOMER AND/OR BUYER MAY, AT THEIR DESCRETION, VISIT
SELLER’S FACILITY(IES) TO REVIEW PROGRESS PERTAINING TO THE REQUIREMENTS OF THIS
ORDER.
3. OZONE DEPLETING SUBSTANCES.
THE SELLER SHALL NOT (I) INCLUDE ANY SPECIFICATION, STANDARD, DRAWING OR OTHER
DOCUMENT THAT REQUIRES THE USE OF A CLASS I OZONE DEPLETING SUBSTANCES (ODS)
IN THE DESIGN, MANUFACTURE, TEST, OPERATION, OR MAINTENANCE OF ANY SYSTEM,
SUBSYSTEM, ITEM COMPONENT OR PROCESS, OR (II) INCLUDE ANY SPECIFICATION,
STANDARD, DRAWING OR OTHER DOCUMENT THAT ESTABLISHES A REQUIREMENT THAT CAN
ONLY BE MET BY USE OF A CLASS I ODS. THE SELLER SHALL NOTIFY THE BUYER’S
PURCHASING AGENT IF ANY CLASS 1 ODS IS USED OR ANTICIPATED TO BE USED IN THE
DESIGN, MANUFACTURE, TEST, OPERATION, OR MAINTENANCE OF ANY SYSTEM,
SUBSYSTEM, ITEM, COMPONENT OR PROCESS SET FORTH IN THIS ORDER. THE ODSS
COVERED BY THIS PROVISION ARE THOSE SET FORTH IN AF FAR SUPPLEMENT CLAUSE
5325.210-9000.
4. RECORDS AND AUDIT.
SELLER SHALL RETAIN ALL RECORDS AND DOCUMENTS PERTAINING TO THE SERVICES FOR
A PERIOD OF NO LESS THAN THREE YEARS AFTER FINAL PAYMENT. SUCH RECORDS AND
DOCUMENTS SHALL DATE BACK TO THE TIME THIS ORDER WAS ISSUED AND SHALL INCLUDE
WITHOUT LIMITATION, CATALOGS, PRICE LISTS, INVOICES AND INVENTORY RECORDS FOR
PURPOSES OF VERIFICATION OF PRICES CHARGED BY SELLER FOR SERVICES PROCURED
BY BUYER. BUYER SHALL HAVE THE RIGHT TO EXAMINE, REPRODUCE AND AUDIT (FACTFIND) ALL SUCH RECORDS LIMITED TO THOSE OF DIRECT COST ELEMENTS (I.E. LABOR
HOURS, DIRECT MATERIAL DOLLARS AND OTHER DIRECT CHARGE DOLLARS) RELATED TO
PRICING AND PERFORMANCE TO EVALUATE THE ACCURACY, COMPLETENESS AND
CURRENCY OF DATA SUBMITTED WITH SELLER'S BID OR OFFER TO SELL RELATED TO
"CHANGES," "TERMINATION FOR CONVENIENCE" OR "TERMINATION FOR DEFAULT" CLAUSES
OF THIS ORDER.
T438.000
THIS ORDER IS SUBJECT TO THE TERMS AND CONDITIONS OF THE NOVATION AGREEMENT
EXECUTED BY BOEING, NORTHROP GRUMMAN AND SUPPLIER. BOEING STANDARD FORMS
TOO1 AND TU06 PERTAINING TO THIS ORDER ARE HEREBY UPDATED TO THE
CORRESPONDING REVISED BOEING FORMS IN EFFECT ON THE DATE OF THE NOVATION
AGREEMENT. BY SIGNING AND RETURNING AN ACKNOWLEDGMENT, SUPPLIER AGREES TO
COMPLY WITH THIS PROVISION.
T439.000
THE TERMS AND CONDITIONS OF BOEING NORTH AMERICAN, INC.'S (BOEING'S) PURCHASE
ORDERS (PO) _____, _____, _____, _____, _____, INCLUDING ANY AMENDMENTS THERETO, ARE
INCORPORATED HEREIN AND BY THIS REFERENCE MADE A PART HEREOF IN ACCORDANCE
WITH THE NOVATION AGREEMENT ENTERED INTO BY SUPPLIER, BOEING AND NORTHROP
GRUMMAN (BUYER). CHANGES IN TERMS AND CONDITIONS ARE REQUIRED, AS SET FORTH
HEREIN BELOW, TO PERMIT PO ADMINISTRATION BY BUYER. BOEING'S FORM 70-C-33,
SUBPARAGRAPH 2(D), IS HEREBY SUPERSEDED BY INVOICING INSTRUCTIONS INCLUDED
BELOW. SHIP TO THE DESTINATION, AND, IF FOB SHIPPING POINT, VIA THE METHOD
INDICATED ON THE FACE HEREOF. BUYER'S RESALE EXEMPTION CERTIFICATE APPLIES.
T440.000
NOTICE: OFFEROR’S PREVIOUSLY SUBMITTED “SUBCONTRACTOR’S ANNUAL COMPLIANCE
CERTIFICATION” AND BUSINESS TYPE CERTIFIED TO ON THE “SUPPLIER PROFILE AND
CAPABILITY QUESTIONNAIRE” ARE BY THIS REFERENCE MADE A PART OF THIS RFQ/RFP OR
Page 145 of 237
PURCHASE ORDER. BY SUBMITTING A RESPONSE TO THIS RFP/RFQ OR PURCHASE ORDER,
OFFEROR CERTIFIES THAT ALL CERTIFICATIONS AND REPRESENTATIONS, APPLICABLE TO
THIS RFQ/RFP OR PURCHASE ORDER, MADE IN THE “SUBCONTRACTOR ANNUAL COMPLIANCE
CERTIFICATION” AND THE “SUPPLIER PROFILE AND CAPABILITY QUESTIONNAIRE” REMAIN
VALID, UNLESS A NEW “SUBCONTRACTOR ANNUAL COMPLIANCE CERTIFICATION” OR
“SUPPLIER PROFILE AND CAPABILITY QUESTIONNAIRE” IS COMPLETED AND SUBMITTED WITH
THIS RFQ/RFP OR PURCASE ORDER.
T440.001
NOTICE: OFFEROR'S PREVIOUSLY SUBMITTED "SUBCONTRACTOR'S ANNUAL COMPLIANCE
CERTIFICATION" AND BUSINESS TYPE CERTIFIED TO ON THE "SUPPLIER PROFILE AND
CAPABILITY QUESTIONNAIRE" ARE BY THIS REFERENCE MADE A PART OF THIS RFQ/RFP. BY
SUBMITTING A RESPONSE TO THIS RFQ/RFP, OFFEROR CERTIFIES THAT ALL CERTIFICATIONS
AND REPRESENTATIONS, APPLICABLE TO THIS RFQ/RFP, MADE IN THE "SUBCONTRACTOR
ANNUAL COMPLIANCE CERTIFICATION" AND THE "SUPPLIER PROFILE AND CAPABILITY
QUESTIONNNAIRE" REMAIN VALID, UNLESS A NEW "SUBCONTRACTOR ANNUAL COMPLIANCE
CERTIFICATION" OR "SUPPLIER PROFILE AND CAPABILITY QUESTIONNAIRE" IS COMPLETED
AND SUBMITTED WITH THIS RFQ/RFP.
T444.000
NOTICE: BY ACCEPTING THIS ORDER, SELLER CERTIFIES THAT ALL REPRESENTATIONS AND
CERTIFICATIONS, APPLICABLE TO THIS ORDER, INCLUDED IN THE "SUBCONTRACTOR ANNUAL
COMPLIANCE CERTIFICATION" AND THE "SUPPLIER CAPABILITY QUESTIONNAIRE" REMAIN
VALID. IF SELLER'S STATUS UNDER ANY OF THE APPLICABLE REPRESENTATIONS AND
CERTIFICATIONS HAS CHANGED, SELLER MUST COMPLETE AND SUBMIT TO BUYER A NEW
"SUBCONTRACTOR ANNUAL COMPLIANCE CERTIFICATION" OR "SUPPLIER CAPABILITY
QUESTIONNAIRE" PRIOR TO TAKING ANY ACTION INDICATING ACCEPTANCE AS STATED ON
THE FACE OF THE ORDER.
T444.001
NOTICE: BY ACCEPTING THIS ORDER, SELLER CERTIFIES THAT ALL REPRESENTATIONS AND
CERTIFICATIONS, APPLICABLE TO THIS ORDER, INCLUDED IN THE "SUBCONTRACTOR ANNUAL
COMPLIANCE CERTIFICATION" AND THE "SUPPLIER CAPABILITY QUESTIONNAIRE" REMAIN
VALID. IF SELLER'S STATUS UNDER ANY OF THE APPLICABLE REPRESENTATIONS AND
CERTIFICATIONS HAS CHANGED, SELLER MUST COMPLETE AND SUBMIT TO BUYER A NEW
"SUBCONTRACTOR ANNUAL COMPLIANCE CERTIFICATION" OR "SUPPLIER CAPABILITY
QUESTIONNAIRE" PRIOR TO TAKING ANY ACTION INDICATING ACCEPTANCE AS STATED ON
THE FACE OF THE ORDER.
T445.000
TERMS R-1 (R. 12/95), "REQUEST FOR QUOTATION/REQUEST FOR PROPOSAL INSTRUCTIONS
(All)," PREVIOUSLY TRANSMITTED TO SELLER, IS BY THIS REFERENCE MADE A PART HEREOF.
T445.001
TERMS R-1 (04-03), "REQUEST FOR QUOTATION/REQUEST FOR PROPOSAL INSTRUCTIONS
(COMMERCIAL AND OVERHEAD)," IS BY THIS REFERENCE MADE A PART OF THIS REQUEST
FOR QUOTATION/REQUEST FOR PROPOSAL.
T445.003
TERMS R-1 (04-03), "REQUEST FOR QUOTATION/REQUEST FOR PROPOSAL INSTRUCTIONS
(COMMERCIAL AND OVERHEAD)," IS BY THIS REFERENCE MADE A PART OF THIS REQUEST
FOR QUOTATION/REQUEST FOR PROPOSAL.
T445.004
TERMS R-1 (06-09), "REQUEST FOR QUOTATION/REQUEST FOR PROPOSAL INSTRUCTIONS
(COMMERCIAL AND OVERHEAD)," IS BY THIS REFERENCE MADE A PART OF THIS REQUEST
FOR QUOTATION/REQUEST FOR PROPOSAL.
T445.005
CLAUSE T445: TERMS R-1 (12-10), "REQUEST FOR QUOTATION/REQUEST FOR PROPOSAL
INSTRUCTIONS (COMMERCIAL AND OVERHEAD)," IS BY THIS REFERENCE MADE A PART OF
THIS REQUEST FOR QUOTATION/REQUEST FOR PROPOSAL.
T446.000
TERMS R-2 (R. 12/95), "REQUEST FOR QUOTATION/REQUEST FOR PROPOSAL INSTRUCTIONS
(GOVERNMENT)," PREVIOUSLY TRANSMITTED TO SELLER, IS BY THIS REFERENCE MADE A
PART HEREOF.
Page 146 of 237
T446.001
TERMS R-2 (04-03), "REQUEST FOR QUOTATION/REQUEST FOR PROPOSAL INSTRUCTIONS
(GOVERNMENT)," IS BY THIS REFERENCE MADE A PART OF THIS REQUEST FOR
QUOTATION/REQUEST FOR PROPOSAL.
T446.002
TERMS R-2 (08-09), "REQUEST FOR QUOTATION/REQUEST FOR PROPOSAL INSTRUCTIONS
(GOVERNMENT)," IS BY THIS REFERENCE MADE A PART OF THIS REQUEST FOR
QUOTATION/REQUEST FOR PROPOSAL.
T446.003
CLAUSE T446: TERMS R-2 (12-10), "REQUEST FOR QUOTATION/REQUEST FOR PROPOSAL
INSTRUCTIONS (GOVERNMENT)," IS BY THIS REFERENCE MADE A PART OF THIS REQUEST
FOR QUOTATION/REQUEST FOR PROPOSAL.
T447.000
THE GENERAL CONDITIONS INCLUDED ON THE REVERSE SIDE OF THE INVITATION TO QUOTE
(ITQ), GRUMMAN FORM GAC 1275, AND ANY REFERENCES THERETO ARE HEREBY DELETED IN
THEIR ENTIRETY.
T448.000
RFQ/RFP USE ONLY - GOVERNMENT
IF YOUR PROPOSAL INCLUDES PRICES FOR THE PROPOSED ACQUISITION OF SPECIAL
TOOLING OR SPECIAL TEST EQUIPMENT, THEN TERMS T-55, "PURCHASE ORDER TERMS AND
CONDITIONS (PROPERTY CONTROL) (GOVERNMENT - FIXED-PRICE)," OR TERMS T-56,
"PURCHASE ORDER TERMS AND CONDITIONS (ACQUISITION AND PROPERTY CONTROL)
(GOVERNMENT - COST REIMBURSEMENT)", WILL BECOME A PART OF ANY RESULTANT ORDER
AND WILL BE INCORPORATED BY STANDARD NOTE.
T449.000
******************************
ATTACHMENT CAS4133 (7/97) "DISCLOSURE STATEMENT - COST ACCOUNTING PRACTICES
AND CERTIFICATIONS", FORM 1-41624 R2 (7/97), IS ATTACHED HERETO AND BY THIS
REFERENCE MADE A PART HEREOF. ANY REFERENCE WITHIN THE TERMS AND CONDITIONS
OF THIS ORDER TO TERMS T-51 IS HEREBY DELETED.
T449.002
COST ACCOUNTING STANDARDS NOTICES AND CERTIFICATION, FORM P0-F032, IS BY THIS
REFERENCE MADE A PART HEREOF.
T449
Clause T449: Cost accounting standards notices and certification, form P0-f032, is by this reference
made a part hereof.
(11-8-11)
T450.000
TERMS T-79 (R. 4/99), PURCHASE ORDER TERMS AND CONDITIONS (COMMERCIAL)(TIME
BASIS) (HAZARDOUS WASTE SERVICES), IS BY THIS REFERENCE MADE A PART HEREOF.
THESE TERMS AND CONDITIONS MAY BE VIEWED VIA THE INTERNET AT: HTTPS://OASIS,
NORTHGRUM.COM; SELECT CONTRACT DATA; AND THEN, UNDER AEROSTRUCTURES,
SELECT TERMS AND CONDITIONS.
T450.001
TERMS T-79 (R. 10-00), PURCHASE ORDER TERMS AND CONDITIONS (COMMERCIAL)(TIME
BASIS) (HAZARDOUS WASTE SERVICES), APPLIES AND IS BY THIS REFERENCE MADE A PART
HEREOF.
T450.002
CLAUSE T450: TERMS AND CONDITIONS T-79 (12-10), ENTITLED "COMMERCIAL TIME BASED
HAZARDOUS WASTE SERVICES TERMS AND CONDITIONS" APPLY HERETO AND ARE BY THIS
REFERENCE MADE A PART HEREOF.
T450
The terms and conditions applicable to this [document type] are Buyer’s T-79 terms, entitled
“Commercial Time Based Hazardous Waste Services Terms and Conditions”, in effect as of the date
hereof, which are incorporated herein by reference. The terms and conditions may be accessed at
Buyer’s Internet site: http://www.vought.com/suppliers/. This [document type] is issued in support of a
[procurement type] procurement, for the Program(s) designated below.
(11-8-11)
Seller shall comply with the quality requirements set forth in Buyer's Supplier Quality Assurance
Requirements (SQAR) Manual, as modified from time to time. Seller shall also comply with any and all
Page 147 of 237
revisions to Buyer's SQAR Manual and it is Seller's obligation to monitor any such revisions. Buyer’s
SQAR Manual is posted on the Buyer's Internet site.
Remittance instructions: Seller's invoice(s) must include: complete Order number, Order item
number(s), part number(s), part serial number(s) (if serialized), unit of measure, and unit price. Mail
original invoice to:
Triumph Aerostructures – Vought Aircraft Division
Attention: Accounts Payable, M/S 220-12
P.O. Box 655907
Dallas, TX 75265-5907
T450
(1-15-14)
The terms and conditions applicable to this [document type] are Buyer’s T-79 terms, entitled
“Commercial Time Based Hazardous Waste Services Terms and Conditions”, in effect as of the date
hereof, which are incorporated herein by reference. The terms and conditions may be accessed at
Buyer’s Internet site: http://www.vought.com/suppliers/. This [document type] is issued in support of a
[procurement type] procurement, for the Program(s) designated below.
Seller shall comply with the quality requirements set forth in Buyer's Supplier Quality Assurance
Requirements (SQAR) Manual, as modified from time to time. Seller shall also comply with any and all
revisions to Buyer's SQAR Manual and it is Seller's obligation to monitor any such revisions. Buyer’s
SQAR Manual is posted on the Buyer's Internet site.
Remittance instructions: Seller's invoice(s) must include: complete Order number, Order item
number(s), part number(s), part serial number(s) (if serialized), unit of measure, and unit price. Mail
original invoice to:
Triumph Aerostructures – Vought Aircraft Division
Attention: Accounts Payable
1401 Nolan Ryan Expressway
Suite 300
Arlington, TX 76011
T451.000
TERMS T-13 (R. 7-00), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS (PACKAGING,
PACKING, MARKING AND BAR CODING)” APPLIES HERETO.
T451.001
TERMS T-13 (04-05), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS (PACKAGING,
PACKING, MARKING AND BAR CODING)” APPLIES HERETO.
T451.002
CLAUSE T451: TERMS T-13 (12-10), ENTITLED "PACKAGING, PACKING, MARKING AND BAR
CODING TERMS AND CONDITIONS" APPLIES HERETO.
T452.000
BLANKET PURCHASE ORDERS.
DELETE CONDITION NO. 13 OF TERMS T-4 (7-00) OF THIS PURCHASE ORDER IN ITS ENTIRETY
AND SUBSTITUTE THEREFOR THE FOLLOWING:
"13. THIS ORDER IS SUBJECT TO CANCELLATION AT ANY TIME BY BUYER AT NO COST TO
BUYER. IN THE EVENT OF SUCH CANCELLATION, BUYER SHALL HAVE NO LIABILITY TO
SELLER WITH RESPECT TO THE CANCELED PORTION OF THE ORDER AND SELLER WILL
FURNISH BUYER WITH A WRITTEN RELEASE TO THAT EFFECT."
ADD THE FOLLOWING NEW CONDITIONS TO TERMS T-4 OF THIS PURCHASE ORDER:
"45. SELLER REPRESENTS AND WARRANTS TO BUYER THAT THE PRICES IN THIS ORDER
FAIRLY REFLECT MANUFACTURING AND/OR SELLING AND/OR DELIVERY COST SAVINGS
RESULTING FROM QUANTITY SALE, AND THAT SUCH PRICES ARE REASONABLY AVAILABLE
TO ALL OTHER PURCHASERS UNDER LIKE CONDITIONS AND ESSENTIALLY SIMILAR
CIRCUMSTANCES."
"46. NOTHING IN THIS ORDER IS INTENDED OR SHALL EVER BE CONSTRUED TO PLACE
BUYER UNDER OBLIGATION TO PURCHASE ANY MINIMUM PORTION OF ITS TOTAL
REQUIREMENTS FROM SELLER, NOR TO PROHIBIT PURCHASE BY BUYER FROM ANY OTHER
Page 148 of 237
SOURCE OR SUPPLIER."
T453.000
T453.001
THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
(1)
TERMS T-1 (R. 7-00), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS
GOVERNMENT FIXED PRICE – SUPPLY;” AND
(2)
TERMS T-13 (R. 7-00), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS
(PACKAGING, PACKING, MARKING AND BAR CODING).”
THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
(1) TERMS T-1 (R. 7-00), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS
GOVERNMENT FIXED PRICE – SUPPLY;” AND
(2) TERMS T-13 (R. 7-00), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS
(PACKAGING, PACKING, MARKING AND BAR CODING).”
T453.002
THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
(1) TERMS T-1 (09-01), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS GOVERNMENT
FIXED PRICE – SUPPLY;” AND
(2) TERMS T-13 (07-00), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS (PACKAGING,
PACKING, MARKING AND BAR CODING).”
T453.003
CLAUSE T453: THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
(1) TERMS T-1 (09-01), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS GOVERNMENT
FIXED PRICE – SUPPLY;” AND
(2) TERMS T-13 (04-05), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS (PACKAGING,
PACKING, MARKING AND BAR CODING).”
T453.004
CLAUSE T453: THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
(1) TERMS T-1 (01-07), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS GOVERNMENT
FIXED PRICE – SUPPLY;” AND
(2) TERMS T-13 (04-05), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS (PACKAGING,
PACKING, MARKING AND BAR CODING).”
T454.000
THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
(1) TERMS T-16 (R. 7-00), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS
GOVERNMENT COST REIMBURSEABLE SUPPLY/SERVICES;” AND
(2) TERMS T-13 (R. 7-00), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS
(PACKAGING, PACKING, MARKING AND BAR CODING).”
T454.001
CLAUSE T454: THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
(1) TERMS T-16 (R. 7-00), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS
GOVERNMENT COST REIMBURSEABLE SUPPLY/SERVICES;” AND
(2) TERMS T-13 (04-05), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS (PACKAGING,
PACKING, MARKING AND BAR CODING).”
T454.002
CLAUSE T454: THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
(1) TERMS T-16 (12-10), ENTITLED "GOVERNMENT COST REIMBURSABLE SUPPLY/SERVICES
TERMS AND CONDITIONS" AND
(2) TERMS T-13 (04-05), ENTITLED "PURCHASE ORDER TERMS AND CONDITIONS
(PACKAGING, PACKING, MARKING AND BAR CODING)."
Page 149 of 237
T454.003
CLAUSE T454: THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
(1) TERMS T-16 (12-10), ENTITLED "GOVERNMENT COST REIMBURSABLE SUPPLY/SERVICES
TERMS AND CONDITIONS" AND
(2) TERMS T-13 (12-10), ENTITLED "PACKAGING, PACKING, MARKING AND BAR CODING
TERMS AND CONDITIONS"
T454
(11-8-11)
The terms and conditions applicable to this [document type] are Buyer’s T-16 terms, entitled
“Government Cost Reimbursable Supply/Services Terms and Conditions”, and Buyer’s Packaging and
Packing Requirements Manual, in effect as of the date hereof, which are incorporated herein by
reference. The terms and conditions may be accessed at Buyer’s Internet site:
http://www.vought.com/suppliers/. This [document type] is issued in support of a [procurement type]
procurement, for the Program(s) designated below.
Seller shall comply with the quality requirements set forth in Buyer's Supplier Quality Assurance
Requirements (SQAR) Manual, as modified from time to time. Seller shall also comply with any and all
revisions to Buyer's SQAR Manual and it is Seller's obligation to monitor any such revisions. Buyer’s
SQAR Manual is posted on the Buyer's Internet site.
Remittance instructions: Seller's invoice(s) must include: complete Order number, Order item
number(s), part number(s), part serial number(s) (if serialized), unit of measure, and unit price. Mail
original invoice to:
Triumph Aerostructures – Vought Aircraft Division
Attention: Accounts Payable, M/S 220-12
P.O. Box 655907
Dallas, TX 75265-5907
T454
(1-15-14)
The terms and conditions applicable to this [document type] are Buyer’s T-16 terms, entitled
“Government Cost Reimbursable Supply/Services Terms and Conditions”, and Buyer’s Packaging and
Packing Requirements Manual, in effect as of the date hereof, which are incorporated herein by
reference. The terms and conditions may be accessed at Buyer’s Internet site:
http://www.vought.com/suppliers/. This [document type] is issued in support of a [procurement type]
procurement, for the Program(s) designated below.
Seller shall comply with the quality requirements set forth in Buyer's Supplier Quality Assurance
Requirements (SQAR) Manual, as modified from time to time. Seller shall also comply with any and all
revisions to Buyer's SQAR Manual and it is Seller's obligation to monitor any such revisions. Buyer’s
SQAR Manual is posted on the Buyer's Internet site.
Remittance instructions: Seller's invoice(s) must include: complete Order number, Order item
number(s), part number(s), part serial number(s) (if serialized), unit of measure, and unit price. Mail
original invoice to:
Triumph Aerostructures – Vought Aircraft Division
Attention: Accounts Payable
1401 Nolan Ryan Expressway
Suite 300
Arlington, TX 76011
T455.000
BASED ON SELLER'S CERTIFICATION THAT THE ITEMS TO BE PROVIDED PURSUANT TO THIS
ORDER ARE COMMERCIAL ITEMS AS DEFINED IN THE FEDERAL ACQUISITION REGULATIONS,
THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
(1) TERMS T-2 (R. 7-00), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS
COMMERCIAL FIXED PRICE – SUPPLY;”
(2) T-13 (R 7-00), ENTITLED "PURCHASE ORDER TERMS AND CONDITIONS (PACKAGING,
PACKING, MARKING AND BAR CODING);" AND
(3) FAR CLAUSE 52.244-6, ENTITLED “SUBCONTRACTS FOR COMMERCIAL ITEMS AND
COMMERCIAL COMPONENTS”, AS IN EFFECT ON THE DATE OF THE PRIME CONTRACT
UNDER WHICH THIS ORDER IS PLACED IS INCORPORATED HEREIN, EXCEPT THAT THE
Page 150 of 237
TERMS “CONTRACTOR” THEREIN SHALL MEAN “SELLER” AND “CONTRACT” THEREIN
SHALL MEAN THIS “ORDER."
T455.001
CLAUSE T455: BASED ON SELLER'S CERTIFICATION THAT THE ITEMS TO BE PROVIDED
PURSUANT TO THIS ORDER ARE COMMERCIAL ITEMS AS DEFINED IN THE FEDERAL
ACQUISITION REGULATIONS, THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
(1) TERMS T-2 (R. 7-00), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS
COMMERCIAL FIXED PRICE – SUPPLY;”
(2) T-13 (04-05), ENTITLED "PURCHASE ORDER TERMS AND CONDITIONS (PACKAGING,
PACKING, MARKING AND BAR CODING);" AND
(3) FAR CLAUSE 52.244-6, ENTITLED “SUBCONTRACTS FOR COMMERCIAL ITEMS AND
COMMERCIAL COMPONENTS”, AS IN EFFECT ON THE DATE OF THE PRIME CONTRACT
UNDER WHICH THIS ORDER IS PLACED IS INCORPORATED HEREIN, EXCEPT THAT THE
TERMS “CONTRACTOR” THEREIN SHALL MEAN “SELLER” AND “CONTRACT” THEREIN
SHALL MEAN THIS “ORDER."
T456.000
THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
(1) TERMS T-2 (R. 7-00), ENTITLED "PURCHASE ORDER TERMS AND CONDITIONS
COMMERCIAL FIXED PRICE – SUPPLY;" AND
(2) TERMS T-13 (R. 7-00), ENTITLED "PURCHASE ORDER TERMS AND CONDITIONS
(PACKAGING, PACKING, MARKING AND BAR CODING)."
T456.001
CLAUSE T456: THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
(1) TERMS T-2 (R. 7-00), ENTITLED "PURCHASE ORDER TERMS AND CONDITIONS
COMMERCIAL FIXED PRICE – SUPPLY;" AND
(2) TERMS T-13 (04-05), ENTITLED "PURCHASE ORDER TERMS AND CONDITIONS (PACKAGING,
PACKING, MARKING AND BAR CODING)."
T457.000
THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
(1) TERMS T-3 (R. 7-00), ENTITLED "PURCHASE ORDER TERMS AND CONDITIONS
COMMERCIAL – NON-END ITEM USAGE – SHORT FORM – (FIXED PRICE SUPPLY);" AND
(2) TERMS T-13 (R. 7-00), ENTITLED "PURCHASE ORDER TERMS AND CONDITIONS
(PACKAGING, PACKING, MARKING AND BAR CODING)."
T457.001
CLAUSE T457: THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
(1) TERMS T-3 (R. 7-00), ENTITLED "PURCHASE ORDER TERMS AND CONDITIONS
COMMERCIAL – NON-END ITEM USAGE – SHORT FORM – (FIXED PRICE SUPPLY);" AND
(2) TERMS T-13 (04-05), ENTITLED "PURCHASE ORDER TERMS AND CONDITIONS (PACKAGING,
PACKING, MARKING AND BAR CODING)."
T458.000
T458.001
THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
(1)
TERMS T-1 (R. 7-00), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS
GOVERNMENT FIXED PRICE – SUPPLY;”
(2)
PROGRAM ADDENDUM 204 (10-00), ENTITLED “ADDITIONAL GENERAL CONDITIONS
(FIXED PRICE) FOR E-2C AIRCRAFT;” AND
(3)
TERMS T-13 (R. 7-00), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS
(PACKAGING, PACKING, MARKING AND BAR CODING).”
THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
(1) TERMS T-1 (09-01), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS GOVERNMENT
FIXED PRICE – SUPPLY;”
Page 151 of 237
(2) PROGRAM ADDENDUM 204 (10-01), ENTITLED “ADDITIONAL GENERAL CONDITIONS (FIXED
PRICE) FOR E-2C AIRCRAFT;” AND
(3) TERMS T-13 (07-00), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS (PACKAGING,
PACKING, MARKING AND BAR CODING).”
T458.002
CLAUSE T458: THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
(1) TERMS T-1 (09-01), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS GOVERNMENT
FIXED PRICE – SUPPLY;”
(2) PROGRAM ADDENDUM 204 (10-01), ENTITLED “ADDITIONAL GENERAL CONDITIONS (FIXED
PRICE) FOR E-2C AIRCRAFT;” AND
(3) TERMS T-13 (04-05), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS (PACKAGING,
PACKING, MARKING AND BAR CODING).”
T459.000
BASED ON SELLER'S CERTIFICATION THAT THE ITEMS TO BE PROVIDED PURSUANT TO THIS
ORDER ARE COMMERCIAL ITEMS AS DEFINED IN THE FEDERAL ACQUISITION REGULATIONS,
THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
(1)
TERMS T-10 (R. 7-00), ENTITLED “INTERNATIONAL PURCHASE ORDER TERMS AND
CONDITIONS COMMERCIAL FIXED PRICE – SUPPLY;”
(2)
T-13 (R 7-00), ENTITLED "PURCHASE ORDER TERMS AND CONDITIONS (PACKAGING,
PACKING, MARKING AND BAR CODING);" AND
(3)
FAR CLAUSE 52.244-6, ENTITLED “SUBCONTRACTS FOR COMMERCIAL ITEMS AND
COMMERCIAL COMPONENTS”, AS IN EFFECT ON THE DATE OF THE PRIME CONTRACT
UNDER WHICH THIS ORDER IS PLACED IS INCORPORATED HEREIN, EXCEPT THAT THE
TERMS “CONTRACTOR” THEREIN SHALL MEAN “SELLER” AND “CONTRACT” THEREIN
SHALL MEAN THIS “ORDER."
IN ADDITION, SELLER UNDERSTANDS AND AGREES THAT:
T459.001
(1)
THE DEFENSE ARTICLES TO BE PRODUCED FOR BUYER WHICH ARE DESCRIBED
ELSEWHERE HEREIN SHALL BE DELIVERED ONLY TO BUYER OR TO AN AGENCY OF
THE U.S. GOVERNMENT AS BUYER MAY DIRECT;
(2)
TECHNICAL DATA PROVIDED TO SELLER BY BUYER SHALL BE USED ONLY TO
MANUFACTURE THE DEFENSE ARTICLES DESCRIBED IN AND REQUIRED BY BUYER'S
PURCHASE ORDER;
(3)
TECHNICAL DATA PROVIDED TO SELLER BY BUYER SHALL NOT BE DISCLOSED TO ANY
OTHER PERSON EXCEPT DULY QUALIFIED SUBCONTRACTORS WITHIN THE SAME
COUNTRY AS SELLER;
(4)
NO FOREIGN PERSON SHALL ACQUIRE ANY RIGHTS IN THE TECHNICAL DATA
PROVIDED TO SELLER BY BUYER;
(5)
ALL TECHNICAL DATA PROVIDED TO SELLER BY BUYER OR PROVIDED BY SELLER TO
SUBCONTRACTORS SHALL BE RETURNED TO BUYER OR BE DESTROYED AT THE
CONCLUSION OF THIS AGREEMENT AS DIRECTED BY BUYER; AND
(6)
ANY PURCHASE ORDER OR SUBCONTRACT AWARDED BY SELLER, OR ANY OF
SELLER'S SUBCONTRACTORS AT ANY TIER, IN PERFORMING BUYER'S PURCHASE
ORDER MUST IMPOSE ALL THE LIMITATIONS SET FORTH HEREINABOVE, INCLUDING
THIS PARAGRAPH (6).
CLAUSE T459: BASED ON SELLER'S CERTIFICATION THAT THE ITEMS TO BE PROVIDED
PURSUANT TO THIS ORDER ARE COMMERCIAL ITEMS AS DEFINED IN THE FEDERAL
ACQUISITION REGULATIONS, THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
(1) TERMS T-10 (R. 7-00), ENTITLED “INTERNATIONAL PURCHASE ORDER TERMS AND
CONDITIONS COMMERCIAL FIXED PRICE – SUPPLY;”
(2) T-13 (04-05), ENTITLED "PURCHASE ORDER TERMS AND CONDITIONS (PACKAGING,
PACKING, MARKING AND BAR CODING);" AND
Page 152 of 237
(3) FAR CLAUSE 52.244-6, ENTITLED “SUBCONTRACTS FOR COMMERCIAL ITEMS AND
COMMERCIAL COMPONENTS”, AS IN EFFECT ON THE DATE OF THE PRIME CONTRACT
UNDER WHICH THIS ORDER IS PLACED IS INCORPORATED HEREIN, EXCEPT THAT THE
TERMS “CONTRACTOR” THEREIN SHALL MEAN “SELLER” AND “CONTRACT” THEREIN
SHALL MEAN THIS “ORDER."
IN ADDITION, SELLER UNDERSTANDS AND AGREES THAT:
T460.000
(1)
THE DEFENSE ARTICLES TO BE PRODUCED FOR BUYER WHICH ARE DESCRIBED
ELSEWHERE HEREIN SHALL BE DELIVERED ONLY TO BUYER OR TO AN AGENCY OF
THE U.S. GOVERNMENT AS BUYER MAY DIRECT;
(2)
TECHNICAL DATA PROVIDED TO SELLER BY BUYER SHALL BE USED ONLY TO
MANUFACTURE THE DEFENSE ARTICLES DESCRIBED IN AND REQUIRED BY BUYER'S
PURCHASE ORDER;
(3)
TECHNICAL DATA PROVIDED TO SELLER BY BUYER SHALL NOT BE DISCLOSED TO ANY
OTHER PERSON EXCEPT DULY QUALIFIED SUBCONTRACTORS WITHIN THE SAME
COUNTRY AS SELLER;
(4)
NO FOREIGN PERSON SHALL ACQUIRE ANY RIGHTS IN THE TECHNICAL DATA
PROVIDED TO SELLER BY BUYER;
(5)
ALL TECHNICAL DATA PROVIDED TO SELLER BY BUYER OR PROVIDED BY SELLER TO
SUBCONTRACTORS SHALL BE RETURNED TO BUYER OR BE DESTROYED AT THE
CONCLUSION OF THIS AGREEMENT AS DIRECTED BY BUYER; AND
(6)
ANY PURCHASE ORDER OR SUBCONTRACT AWARDED BY SELLER, OR ANY OF
SELLER'S SUBCONTRACTORS AT ANY TIER, IN PERFORMING BUYER'S PURCHASE
ORDER MUST IMPOSE ALL THE LIMITATIONS SET FORTH HEREINABOVE, INCLUDING
THIS PARAGRAPH (6).
THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
(1) TERMS T-11 (R. 2-00), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS
GOVERNMENT FIXED PRICE – SUPPLY;”
(2) PROGRAM ADDENDUM 207 (2/00), ENTITLED “ADDITIONAL GENERAL CONDITIONS (FIXED
PRICE) FOR C-17 AIRCRAFT;” AND
(3) TERMS T-13 (R. 2/96), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS
(PACKAGING, PACKING, MARKING AND BAR CODING).”
T460.001
THE FOLLOWING TERMS AND CONDITIONS APPLY TO THIS ORDER:
(1) TERMS T-11 (R. 7-00), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS
GOVERNMENT FIXED PRICE – SUPPLY;”
(2) PROGRAM ADDENDUM 200D (7/00), ENTITLED “ADDITIONAL GENERAL CONDITIONS (FIXED
PRICE) FOR C-17 AIRCRAFT;” AND
(3) TERMS T-13 (R. 7/00), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS
(PACKAGING, PACKING, MARKING AND BAR CODING).”
T460.002
CLAUSE T460: THE FOLLOWING TERMS AND CONDITIONS APPLY TO THIS ORDER:
(1) TERMS T-11 (R. 7-00), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS
GOVERNMENT FIXED PRICE – SUPPLY;”
(2) PROGRAM ADDENDUM 200D (7/00), ENTITLED “ADDITIONAL GENERAL CONDITIONS (FIXED
PRICE) FOR C-17 AIRCRAFT;” AND
(3) TERMS T-13 (04-05), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS (PACKAGING,
PACKING, MARKING AND BAR CODING).”
T461.000
THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
(1) TERMS T-1 (R. 2-00), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS
Page 153 of 237
GOVERNMENT FIXED PRICE – SUPPLY;” AND
(2) TERMS T-13 (R. 2/96), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS
(PACKAGING, PACKING, MARKING AND BAR CODING).”
T461.001
T461.002
THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
(1)
TERMS T-1 (R. 2-00), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS
GOVERNMENT FIXED PRICE – SUPPLY;” AND
(2)
TERMS T-13 (R. 4-00), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS
(PACKAGING, PACKING, MARKING AND BAR CODING).”
THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
(1)
TERMS T-1 (R. 1-07), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS
GOVERNMENT FIXED PRICE – SUPPLY;” AND
(2) TERMS T-13 (R. 4-05), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS
(PACKAGING,PACKING, MARKING AND BAR CODING).”
T462.000
THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
(1) TERMS T-16 (R. 2-00), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS
GOVERNMENT COST REIMBURSEABLE SUPPLY/SERVICES;” AND
(2) TERMS T-13 (R. 2/96), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS
(PACKAGING, PACKING, MARKING AND BAR CODING).”
T462.001
THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
(1) TERMS T-16 (R. 2-00), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS
GOVERNMENT COST REIMBURSEABLE SUPPLY/SERVICES;” AND
(2) TERMS T-13 (R. 4-00), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS
(PACKAGING, PACKING, MARKING AND BAR CODING).”
T462.002
T463.000
CLAUSE T462: THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
(1)
TERMS T-16 (R. 2-00), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS
GOVERNMENT COST REIMBURSEABLE SUPPLY/SERVICES;” AND
(2)
TERMS T-13 (04-05), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS
(PACKAGING, PACKING, MARKING AND BAR CODING).”
CLAUSE T463: THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
(1) TERMS T-13B (R. 05-09), ENTITLED “SUPPLIER PACKAGING INSTRUCTIONS FOR OCEAN
EXPORT SHIPMENT.”
T464.000
THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
(1) TERMS T-1 (09-01), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS GOVERNMENT
FIXED PRICE – SUPPLY;”
(2) PROGRAM ADDENDUM 209 (10-01), ENTITLED “ADDITIONAL GENERAL CONDITIONS (FIXED
PRICE) FOR GLOBAL HAWK WING LOW RATE INITIAL PRODUCTION (LRIP);” AND
(3) TERMS T-13 (07-00), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS (PACKAGING,
PACKING, MARKING AND BAR CODING).”
T464.001
CLAUSE T464: THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
(1) TERMS T-1 (09-01), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS GOVERNMENT
FIXED PRICE – SUPPLY;”
(2) PROGRAM ADDENDUM 209 (10-01), ENTITLED “ADDITIONAL GENERAL CONDITIONS (FIXED
Page 154 of 237
PRICE) FOR GLOBAL HAWK WING LOW RATE INITIAL PRODUCTION;” AND
(3) TERMS T-13 (04-05), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS (PACKAGING,
PACKING, MARKING AND BAR CODING).”
T465.000
MINIMUM/MAXIMUM (“MIN/MAX”) INVENTORY.
QUANTITIES, SCHEDULES, AND NOTICE. NOTWITHSTANDING STANDARD NOTE S115 WHICH
PERTAINS TO BUYER’S AUTOMATED PURCHASE ORDER RESCHEDULING SYSTEM AND ANY
OTHER SCHEDULE INFORMATION SET FORTH ELSEWHERE IN THIS ORDER/AGREEMENT,
SELLER HEREBY ACKNOWLEDGES AND AGREES THAT SELLER SHALL BE RESPONSIBLE FOR
DETERMINING SPECIFIC PRODUCT DELIVERY QUANTITIES AND SHIPPING SCHEDULES AS SET
FORTH HEREINBELOW DURING THE TERM OF THIS ORDER/AGREEMENT. AS A MATERIAL
CONDITION OF THIS ORDER/AGREEMENT, SELLER SHALL ENSURE BUYER’S INVENTORY
STOCK LEVEL OF EACH PRODUCT COVERED BY THIS ORDER/AGREEMENT IS AT ALL TIMES
EQUAL TO OR GREATER THAN THE MINIMUM QUANTITY OR EQUAL TO OR LESS THAN THE
MAXIMUM QUANTITY (HEREINAFTER THE “MIN/MAX RANGE”) SPECIFIED IN THE
ORDER/AGREEMENT AND PUBLISHED ON BUYER’S INTERNET SITE:
HTTP://WWW.VOUGHTAIRCRAFT.COM/SUPPLIERS/ (NOTE: THE WEB SITE MUST BE INPUT
USING LOWER CASE CHARACTERS).
AS A MINIMUM, SELLER SHALL:
1. CONTACT BUYER’S SUPPLIER RELATIONS FOR ASSIGNMENT OF AN INTERNET PASSWORD.
2. ACCESS BUYER DATA ON THE INTERNET IN ORDER TO MONITOR BUYER’S PRODUCT
USAGE.
3. ANALYZE BUYER DATA TO DETERMINE SELLER’S FABRICATION AND DELIVERY
REQUIREMENTS.
4. ENSURE AN UNINTERRUPTED FLOW OF PRODUCT(S) TO BUYER’S IDENTIFIED
MANUFACTURING FACILITY(IES) TO MAINTAIN BUYER’S PRODUCT INVENTORY LEVELS WITHIN
THE MIN/MAX RANGE.
IN ADDITION TO THE REMEDIES ALREADY AVAILABLE TO BUYER UNDER THE TERMS AND
CONDITIONS OF THIS ORDER/AGREEMENT:
1. UNAUTHORIZED OVERSHIPMENTS MAY BE RETURNED AT SELLER’S EXPENSE. SELLER
SHALL BE LIABLE FOR ALL STORAGE/HANDLING CHARGES INCURRED AS A RESULT OF
OVERSHIPMENTS.
2. IF SELLER IS UNABLE TO MAINTAIN BUYER’S INVENTORY LEVEL ABOVE THE MINIMUM
LEVEL FOR ANY REASON, OTHER THAN A CHANGE DIRECTED BY BUYER, BUYER SHALL HAVE
THE OPTION TO (1) CANCEL THIS ORDER/AGREEMENT, OR (2) FILL SUCH ORDER/AGREEMENT
OR ANY PORTION THEREOF, FROM SOURCES OTHER THAN SELLER AND TO REDUCE
SELLER’S ORDER/AGREEMENT QUANTITIES ACCORDINGLY AT NO INCREASE IN UNIT PRICE,
WITHOUT ANY PENALTY TO BUYER. THIS CONDITION SHALL NOT LIMIT BUYER’S RIGHTS
UNDER THE TERMINATION FOR DEFAULT CLAUSE CONTAINED HEREIN.
3. ALL PARTIES EXPRESSLY AGREE THAT TIME IS OF THE ESSENCE IN THE PERFORMANCE
OF THIS ORDER/AGREEMENT.
4. PAYMENT DUE DATES, INCLUDING DISCOUNT PERIODS, WILL BE CALCULATED FROM THE
DATE OF ACCEPTANCE OF PRODUCTS OR CORRECT INVOICE, WHICHEVER IS LATER. BUYER
HAS THE RIGHT, WITHOUT LOSS OF DISCOUNT PRIVILEGES, TO PAY INVOICES COVERING
PRODUCTS SHIPPED IN EXCESS OF THE MAXIMUM QUANTITY LEVEL ON THE DATE THAT THE
EXCESS PRODUCT WOULD HAVE OTHERWISE BEEN AUTHORIZED FOR DELIVERY. PAYMENT
SHALL NOT CONSTITUTE ACCEPTANCE OF PRODUCTS.
INDEMNITY FOR DISRUPTION. SELLER AGREES TO INDEMNIFY AND HOLD HARMLESS BUYER
FOR ALL COSTS, INCLUDING WITHOUT LIMITATION DELAY AND DISRUPTION COSTS,
ATTORNEY FEES, AND EXPEDITE CHARGES, INCURRED BY BUYER AS A RESULT OF SELLER'S
FAILURE TO PROVIDE PRODUCT(S) AS SET FORTH ABOVE; PROVIDED HOWEVER, SELLER
SHALL NOT BE REQUIRED TO INDEMNIFY BUYER FOR SELLER’S FAILURE CAUSED BY
INACCURATE OR INCOMPLETE BUYER DATA. SELLER SHALL NOTIFY BUYER WITHIN TWENTYFOUR (24) HOURS OF DISCOVERING OR HAVING REASON TO BELIEVE THAT ANY BUYER DATA
Page 155 of 237
MAY BE INACCURATE OR INCOMPLETE.
TERMINATION OR OBSOLESCENCE LIABILITY. NOTWITHSTANDING ANY OTHER PROVISION OF
THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, THE TERMINATION FOR CONVENIENCE
AND CHANGES CLAUSES, BUYER SHALL INCUR NO TERMINATION OR OBSOLESCENCE
LIABILITY FOR ACTIONS TAKEN BY SELLER IN ADVANCE OF THE LEAD TIMES SPECIFIED IN
THE ORDER/AGREEMENT. ANY TERMINATION OR OBSOLESCENCE CLAIM FOR SELLER’S
COSTS OR EXPENSES INCURRED WITHIN THE LEAD TIMES SPECIFIED IN THE
ORDER/AGREEMENT SHALL BE MADE PURSUANT TO THE CHANGES CLAUSE HEREOF.
T465.001
MINIMUM/MAXIMUM (“MIN/MAX”) INVENTORY.
QUANTITIES, SCHEDULES, AND NOTICE. NOTWITHSTANDING STANDARD NOTE S115, WHICH
PERTAINS TO BUYER’S AUTOMATED PURCHASE ORDER RESCHEDULING SYSTEM, AND ANY
OTHER SCHEDULE INFORMATION SET FORTH ELSEWHERE IN THIS ORDER/AGREEMENT,
SELLER HEREBY ACKNOWLEDGES AND AGREES THAT SELLER SHALL BE RESPONSIBLE FOR
DETERMINING SPECIFIC PRODUCT DELIVERY QUANTITIES AND SHIPPING SCHEDULES AS SET
FORTH HEREINBELOW DURING THE TERM OF THIS ORDER/AGREEMENT. AS A MATERIAL
CONDITION OF THIS ORDER/AGREEMENT, SELLER SHALL ENSURE BUYER’S INVENTORY
STOCK LEVEL OF EACH PRODUCT COVERED BY THIS ORDER/AGREEMENT IS AT ALL TIMES
EQUAL TO OR GREATER THAN THE MINIMUM QUANTITY OR EQUAL TO OR LESS THAN THE
MAXIMUM QUANTITY (HEREINAFTER THE “MIN/MAX RANGE”) SPECIFIED IN THE
ORDER/AGREEMENT AND PUBLISHED ON BUYER’S SUPPLIER WEB PORTAL INTERNET SITE.
TO ACCESS THE WEB PORTAL GO TO HTTP://WWW.VOUGHTAIRCRAFT.COM/SUPPLIERS/
(NOTE: THE WEB ADDRESS MUST BE INPUT USING LOWER CASE CHARACTERS); THEN, CLICK
ON “WEB PORTAL.”
AS A MINIMUM, SELLER SHALL:
1. CONTACT BUYER’S PROCUREMENT REPRESENTATIVE TO REQUEST ASSIGNMENT OF A
WEB PORTAL PASSWORD, IF NOT PREVIOUSLY ASSIGNED.
2. ACCESS BUYER DATA ON THE WEB PORTAL IN ORDER TO MONITOR BUYER’S PRODUCT
USAGE.
3. ANALYZE BUYER DATA TO DETERMINE SELLER’S FABRICATION AND DELIVERY
REQUIREMENTS.
4. ENSURE AN UNINTERRUPTED FLOW OF PRODUCT(S) TO BUYER’S IDENTIFIED
MANUFACTURING FACILITY(IES) TO MAINTAIN BUYER’S PRODUCT INVENTORY LEVELS WITHIN
THE MIN/MAX RANGE.
IN ADDITION TO THE REMEDIES ALREADY AVAILABLE TO BUYER UNDER THE TERMS AND
CONDITIONS OF THIS ORDER/AGREEMENT:
1. UNAUTHORIZED OVERSHIPMENTS MAY BE RETURNED AT SELLER’S EXPENSE. SELLER
SHALL BE LIABLE FOR ALL STORAGE/HANDLING CHARGES INCURRED AS A RESULT OF
OVERSHIPMENTS.
2. IF SELLER IS UNABLE TO MAINTAIN BUYER’S INVENTORY LEVEL ABOVE THE MINIMUM
LEVEL FOR ANY REASON, OTHER THAN A CHANGE DIRECTED BY BUYER, BUYER SHALL HAVE
THE OPTION TO (1) CANCEL THIS ORDER/AGREEMENT, OR (2) FILL SUCH ORDER/AGREEMENT
OR ANY PORTION THEREOF, FROM SOURCES OTHER THAN SELLER AND TO REDUCE
SELLER’S ORDER/AGREEMENT QUANTITIES ACCORDINGLY AT NO INCREASE IN UNIT PRICE,
WITHOUT ANY PENALTY TO BUYER. THIS CONDITION SHALL NOT LIMIT BUYER’S RIGHTS
UNDER THE TERMINATION FOR DEFAULT CLAUSE CONTAINED HEREIN.
3. ALL PARTIES EXPRESSLY AGREE THAT TIME IS OF THE ESSENCE IN THE PERFORMANCE
OF THIS ORDER/AGREEMENT.
4. PAYMENT DUE DATES, INCLUDING DISCOUNT PERIODS, WILL BE CALCULATED FROM THE
DATE OF ACCEPTANCE OF PRODUCTS OR CORRECT INVOICE, WHICHEVER IS LATER. BUYER
HAS THE RIGHT, WITHOUT LOSS OF DISCOUNT PRIVILEGES, TO PAY INVOICES COVERING
PRODUCTS SHIPPED IN EXCESS OF THE MAXIMUM QUANTITY LEVEL ON THE DATE THAT THE
EXCESS PRODUCT WOULD HAVE OTHERWISE BEEN AUTHORIZED FOR DELIVERY, WHEN
BUYER, IN ITS SOLE DISCRETION, DECIDES NOT TO RETURN ANY PRODUCT QUANTITY
EXCEEDING THE MAXIMUM QUANTITY LEVEL TO SELLER. PAYMENT SHALL NOT CONSTITUTE
Page 156 of 237
ACCEPTANCE OF PRODUCTS.
INDEMNITY FOR DISRUPTION. SELLER AGREES TO INDEMNIFY AND HOLD HARMLESS BUYER
FOR ALL COSTS, INCLUDING WITHOUT LIMITATION DELAY AND DISRUPTION COSTS,
ATTORNEY FEES, AND EXPEDITE CHARGES, INCURRED BY BUYER AS A RESULT OF SELLER'S
FAILURE TO PROVIDE PRODUCT(S) AS SET FORTH ABOVE; PROVIDED HOWEVER, SELLER
SHALL NOT BE REQUIRED TO INDEMNIFY BUYER FOR SELLER’S FAILURE CAUSED BY
INACCURATE OR INCOMPLETE BUYER DATA. SELLER SHALL NOTIFY BUYER WITHIN TWENTYFOUR (24) HOURS OF DISCOVERING OR HAVING REASON TO BELIEVE THAT ANY BUYER DATA
MAY BE INACCURATE OR INCOMPLETE.
TERMINATION OR OBSOLESCENCE LIABILITY. NOTWITHSTANDING ANY OTHER PROVISION OF
THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, THE TERMINATION FOR CONVENIENCE
AND CHANGES CLAUSES, BUYER SHALL INCUR NO TERMINATION OR OBSOLESCENCE
LIABILITY FOR ACTIONS TAKEN BY SELLER IN ADVANCE OF THE LEAD TIMES SPECIFIED IN
THE ORDER/AGREEMENT. ANY TERMINATION OR OBSOLESCENCE CLAIM FOR SELLER’S
COSTS OR EXPENSES INCURRED WITHIN THE LEAD TIMES SPECIFIED IN THE
ORDER/AGREEMENT SHALL BE MADE PURSUANT TO THE CHANGES CLAUSE HEREOF.
T466.000
THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
(1) TERMS T-2 (R. 7-00), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS
COMMERCIAL FIXED PRICE – SUPPLY;”
(2) PROGRAM ADDENDUM 210 (04-02), ENTITLED “ADDITIONAL GENERAL CONDITIONS COMMERCIAL FIXED PRICE – SUPPLY FOR C - 17 AIRCRAFT - 60 SHIPSET FOLLOW-ON
BUY;” AND
(3) T-13 (R 7-00), ENTITLED "PURCHASE ORDER TERMS AND CONDITIONS (PACKAGING,
PACKING, MARKING AND BAR CODING)."
T466.001
THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
(1) TERMS T-2 (R. 7-00), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS
COMMERCIAL FIXED PRICE – SUPPLY;”
(2) PROGRAM ADDENDUM 210 (08-03), ENTITLED “ADDITIONAL GENERAL CONDITIONS COMMERCIAL FIXED PRICE – SUPPLY FOR C - 17 AIRCRAFT - 60 SHIPSET FOLLOW-ON
BUY;” AND
(3) T-13 (R 7-00), ENTITLED "PURCHASE ORDER TERMS AND CONDITIONS (PACKAGING,
PACKING, MARKING AND BAR CODING)."
T466.002
CLAUSE T466: THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
(1) TERMS T-2 (R. 7-00), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS
COMMERCIAL FIXED PRICE – SUPPLY;”
(2) PROGRAM ADDENDUM 210 (08-03), ENTITLED “ADDITIONAL GENERAL CONDITIONS COMMERCIAL FIXED PRICE – SUPPLY FOR C - 17 AIRCRAFT - 60 SHIPSET FOLLOW-ON
BUY;” AND
(3) T-13 (04-05), ENTITLED "PURCHASE ORDER TERMS AND CONDITIONS (PACKAGING,
PACKING, MARKING AND BAR CODING)."
T467.000
THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
(1) TERMS T-10 (R. 7-00), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS
COMMERCIAL FIXED PRICE – SUPPLY;”
(2) PROGRAM ADDENDUM 210D (04-02), ENTITLED “ADDITIONAL GENERAL CONDITIONS –
INTERNATIONAL COMMERCIAL FIXED PRICE – SUPPLY FOR C - 17 AIRCRAFT - 60 SHIPSET
FOLLOW-ON BUY;” AND
(3) T-13 (R 7-00), ENTITLED "PURCHASE ORDER TERMS AND CONDITIONS (PACKAGING,
PACKING, MARKING AND BAR CODING)."
Page 157 of 237
T467.001
THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
(1) TERMS T-10 (R. 7-00), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS
COMMERCIAL FIXED PRICE – SUPPLY;”
(2) PROGRAM ADDENDUM 210D (10-03), ENTITLED “ADDITIONAL GENERAL CONDITIONS –
INTERNATIONAL COMMERCIAL FIXED PRICE – SUPPLY FOR C - 17 AIRCRAFT - 60 SHIPSET
FOLLOW-ON BUY;” AND
(3) T-13 (R 7-00), ENTITLED "PURCHASE ORDER TERMS AND CONDITIONS (PACKAGING,
PACKING, MARKING AND BAR CODING)."
T467.002
CLAUSE T467: THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
(1) TERMS T-10 (R. 7-00), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS
COMMERCIAL FIXED PRICE – SUPPLY;”
(2) PROGRAM ADDENDUM 210D (10-03), ENTITLED “ADDITIONAL GENERAL CONDITIONS –
INTERNATIONAL COMMERCIAL FIXED PRICE – SUPPLY FOR C - 17 AIRCRAFT - 60 SHIPSET
FOLLOW-ON BUY;” AND
(3) T-13 (04-05), ENTITLED "PURCHASE ORDER TERMS AND CONDITIONS (PACKAGING,
PACKING, MARKING AND BAR CODING)."
T468.000
SELLER INVENTORY.
A.
NOTWITHSTANDING STANDARD NOTE G422, S114, OR T465 (IF APPLICABLE HERETO)
OR ANY OTHER CLAUSE HEREOF, BUYER HEREBY AUTHORIZES SELLER TO
PRODUCE AND MAINTAIN INVENTORY, AT SELLER'S FACILITY, OF EACH PRODUCT
COVERED BY THIS ORDER. SELLER WILL MAINTAIN INVENTORY IN ACCORDANCE
WITH THE MINIMUM AND MAXIMUM LEVELS DEFINED IN THE ATTACHED INVENTORY
TABLE, WHICH IS BY THIS REFERENCE MADE A PART HEREOF, (HEREINAFTER
"INVENTORY"). THE INVENTORY SHALL BE AVAILABLE FOR SHIPMENT TO BUYER AS
SCHEDULED BY BUYER’S AUTOMATED PURCHASE ORDER RESCHEDULE SYSTEM (AS
SET FORTH IN STANDARD NOTE S115 WHICH IS A PART HEREOF) AT THE UNIT
PRICE(S) SET FORTH HEREIN.
B.
SELLER WILL NOTIFY BUYER PRIOR TO THE CREATION OF ANY ENCUMBRANCE, OR
THE UNDERTAKING OF ANY LEGAL PROCESS, THAT WOULD SUBJECT THE
INVENTORY TO A LOAN, MORTGAGE, PLEDGE, LIEN, OR OTHER HYPOTHECATION
UNDER WHICH A THIRD PARTY MAY ASSERT AN INTEREST, EQUITABLE OR
OTHERWISE, AND BUYER WILL HAVE THE OPPORTUNITY TO OBJECT TO SUCH
ENCUMBRANCE OR UNDERTAKING. SELLER WARRANTS THAT SUCH INVENTORY
SHALL BE USED SOLELY AS DIRECTED BY BUYER AND SELLER WILL NOT PERMIT ANY
OTHER USE THEREOF.
C.
SELLER SHALL RETAIN TITLE TO AND RESPONSIBILITY FOR INVENTORY, INCLUDING
RISK OF LOSS AND/OR DAMAGE, UNTIL DELIVERY TO THE POINT SPECIFIED IN THE
ORDER.
D.
SELLER SHALL PROVIDE REPORTS ON INVENTORY STATUS IN THE MANNER AND AT
THE TIMES SPECIFIED BY BUYER.
E.
BUYER SHALL HAVE RIGHTS TO AUDIT SELLER INVENTORY AT ANY TIME TO
VALIDATE INVENTORY LEVELS ARE MAINTAINED IN ACCORDANCE WITH THE
INVENTORY TABLE.
F.
AT NO TIME SHALL SELLER PRODUCE PRODUCT(S) IN EXCESS OF THE TOTAL
QUANTITY SPECIFIED IN BUYER’S ORDER. SELLER SHALL MANAGE THE INVENTORY
SO THAT IT IS ENTIRELY DEPLETED UPON SELLER MAKING ITS FINAL SHIPMENT(S) OF
EACH PRODUCT TO BUYER UNDER THIS ORDER. SELLER SHALL NOTIFY BUYER IN
WRITING, LEAD-TIME AWAY, PRIOR TO DEPLETING ANY PRODUCT’S INVENTORY
COVERED BY THIS ORDER.
G.
SELLER AGREES THAT BUYER SHALL INCUR NO ADDITIONAL COST OR EXPENSE FOR
SELLER PRODUCING AND MAINTAINING INVENTORY IN ACCORDANCE WITH THIS
Page 158 of 237
CLAUSE. ANY AND ALL SUCH COST OR EXPENSE IS INCLUDED IN THE PRODUCT UNIT
PRICES.
H.
BUYER AGREES TO PAY SELLER THE PRODUCT UNIT PRICE(S) FOR INVENTORY
PRODUCED AND MAINTAINED BY SELLER PURSUANT TO THIS CLAUSE; HOWEVER,
PAYMENT SHALL NOT BE DUE AND PAYABLE UNTIL PRODUCTS ARE SHIPPED
PURSUANT TO BUYER’S AUTOMATED PURCHASE ORDER RESCHEDULE SYSTEM, OR
OTHER WRITTEN DIRECTION FROM BUYER, AND INVOICES RECEIVED AS SET FORTH
IN THE INVOICE AND FREIGHT BILL OR OTHER CLAUSE HEREOF.
NOTHING IN THIS CLAUSE SHALL LIMIT BUYER’S OR SELLER’S RIGHTS PURSUANT TO THE
TERMINATION FOR DEFAULT CLAUSE HEREOF.
T469.000
THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
(1) TERMS T-1 (9-01), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS GOVERNMENT
FIXED PRICE – SUPPLY;”
(2) PROGRAM ADDENDUM 211 (06-02), ENTITLED “ADDITIONAL GENERAL CONDITIONS (FIXED
PRICE) FOR F-22 AIRCRAFT;” AND
(3) TERMS T-13 (R. 7-00), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS
(PACKAGING, PACKING, MARKING AND BAR CODING).”
T469.001
THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
(1) TERMS T-1 (9-01), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS GOVERNMENT
FIXED PRICE – SUPPLY;”
(2) PROGRAM ADDENDUM 211 (09-02), ENTITLED “ADDITIONAL GENERAL CONDITIONS (FIXED
PRICE) FOR F-22 AIRCRAFT;” AND
(3) TERMS T-13 (R. 7-00), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS
(PACKAGING, PACKING, MARKING AND BAR CODING).”
T469.002
CLAUSE T469: THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
(1) TERMS T-1 (9-01), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS GOVERNMENT
FIXED PRICE – SUPPLY;”
(2) PROGRAM ADDENDUM 211 (09-02), ENTITLED “ADDITIONAL GENERAL CONDITIONS (FIXED
PRICE) FOR F-22 AIRCRAFT;” AND
(3) TERMS T-13 (04-05), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS (PACKAGING,
PACKING, MARKING AND BAR CODING).”
T489.000
THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
(1) TERMS T-1 (09-01), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS GOVERNMENT
FIXED PRICE – SUPPLY;”
(2) PROGRAM ADDENDUM 212 (06-02), ENTITLED “ADDITIONAL GENERAL CONDITIONS GOVERNMENT FIXED PRICE - SUPPLY FOR GLOBAL HAWK WING ENGINEERING
MANUFACTURING DEVELOPMENT (“EMD”) STAGE 2B WING RE-DESIGN AND
PRODUCTION;” AND
(3) TERMS T-13 (R. 07-00), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS
(PACKAGING, PACKING, MARKING AND BAR CODING).”
T489.001
THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
(1) TERMS T-1 (09-01), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS GOVERNMENT
FIXED PRICE – SUPPLY;”
(2) PROGRAM ADDENDUM 212 (09-02), ENTITLED “ADDITIONAL GENERAL CONDITIONS GOVERNMENT FIXED PRICE - SUPPLY FOR GLOBAL HAWK WING ENGINEERING
MANUFACTURING DEVELOPMENT (“EMD”) STAGE 2B WING RE-DESIGN AND
Page 159 of 237
PRODUCTION;” AND
(3) TERMS T-13 (R. 07-00), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS
(PACKAGING, PACKING, MARKING AND BAR CODING).”
T489.002
THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
(1) TERMS T-1 (09-01), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS GOVERNMENT
FIXED PRICE – SUPPLY;”
(2) PROGRAM ADDENDUM 212 (09-02), ENTITLED “ADDITIONAL GENERAL CONDITIONS GOVERNMENT FIXED PRICE - SUPPLY FOR GLOBAL HAWK WING ENGINEERING
MANUFACTURING DEVELOPMENT (“EMD”) STAGE 2B WING RE-DESIGN AND
PRODUCTION;” AND
(3) TERMS T-13 (04-05), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS (PACKAGING,
PACKING, MARKING AND BAR CODING).”
T489.003
THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
(1) TERMS T-1 (09-01), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS GOVERNMENT
FIXED PRICE – SUPPLY;
(2) ”PROGRAM ADDENDUM 212 (01-07), ENTITLED “ADDITIONAL GENERAL CONDITIONS GOVERNMENT FIXED PRICE - SUPPLY FOR GLOBAL HAWK WING ENGINEERING
MANUFACTURING DEVELOPMENT (“EMD”) STAGE 2B WING RE-DESIGN AND
PRODUCTION;” AND
(3) TERMS T-13 (04-05), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS (PACKAGING,
PACKING, MARKING AND BAR CODING).”
T490.000
THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
(1) TERMS T-2 (07-00), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS COMMERCIAL
FIXED PRICE – SUPPLY;”
(2) PROGRAM ADDENDUM 212A (06-02), ENTITLED “ADDITIONAL GENERAL CONDITIONS –
COMMERCIAL FIXED PRICE - SUPPLY FOR GLOBAL HAWK WING ENGINEERING
MANUFACTURING DEVELOPMENT (“EMD”) STAGE 2B WING RE-DESIGN AND
PRODUCTION;”
(3) TERMS T-13 (R. 07-00), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS
(PACKAGING, PACKING, MARKING AND BAR CODING);” AND
(4) FAR CLAUSE 52.244-6, ENTITLED “SUBCONTRACTS FOR COMMERCIAL ITEMS,” AS IN
EFFECT ON THE DATE OF THE PRIME CONTRACT UNDER WHICH THIS ORDER IS PLACED
IS INCORPORATED HEREIN, EXCEPT THAT THE TERMS “CONTRACTOR” THEREIN SHALL
MEAN “SELLER” AND “CONTRACT” THEREIN SHALL MEAN THIS “ORDER."
T490.001
THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
(1) TERMS T-2 (07-00), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS COMMERCIAL
FIXED PRICE – SUPPLY;”
(2) PROGRAM ADDENDUM 212A (09-02), ENTITLED “ADDITIONAL GENERAL CONDITIONS –
COMMERCIAL FIXED PRICE - SUPPLY FOR GLOBAL HAWK WING ENGINEERING
MANUFACTURING DEVELOPMENT (“EMD”) STAGE 2B WING RE-DESIGN AND
PRODUCTION;”
(3) TERMS T-13 (R. 07-00), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS
(PACKAGING, PACKING, MARKING AND BAR CODING);” AND
(4) FAR CLAUSE 52.244-6, ENTITLED “SUBCONTRACTS FOR COMMERCIAL ITEMS,” AS IN
EFFECT ON THE DATE OF THE PRIME CONTRACT UNDER WHICH THIS ORDER IS PLACED
IS INCORPORATED HEREIN, EXCEPT THAT THE TERMS “CONTRACTOR” THEREIN SHALL
MEAN “SELLER” AND “CONTRACT” THEREIN SHALL MEAN THIS “ORDER."
Page 160 of 237
T490.002
THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
(1) TERMS T-2 (07-00), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS COMMERCIAL
FIXED PRICE – SUPPLY;”
(2) PROGRAM ADDENDUM 212A (09-02), ENTITLED “ADDITIONAL GENERAL CONDITIONS –
COMMERCIAL FIXED PRICE - SUPPLY FOR GLOBAL HAWK WING ENGINEERING
MANUFACTURING DEVELOPMENT (“EMD”) STAGE 2B WING RE-DESIGN AND
PRODUCTION;”
(3) TERMS T-13 (04-05), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS (PACKAGING,
PACKING, MARKING AND BAR CODING); AND”
(4) FAR CLAUSE 52.244-6, ENTITLED “SUBCONTRACTS FOR COMMERCIAL ITEMS,” AS IN
EFFECT ON THE DATE OF THE PRIME CONTRACT UNDER WHICH THIS ORDER IS PLACED
IS INCORPORATED HEREIN, EXCEPT THAT THE TERMS “CONTRACTOR” THEREIN SHALL
MEAN “SELLER” AND “CONTRACT” THEREIN SHALL MEAN THIS “ORDER."
T490.003
THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
(1) TERMS T-2 (07-00), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS COMMERCIAL
FIXED PRICE – SUPPLY;”
(2) PROGRAM ADDENDUM 212A (01-07), ENTITLED “ADDITIONAL GENERAL CONDITIONS –
COMMERCIAL FIXED PRICE - SUPPLY FOR GLOBAL HAWK WING ENGINEERING
MANUFACTURING DEVELOPMENT (“EMD”) STAGE 2B WING RE-DESIGN AND PRODUCTION;”
(3) TERMS T-13 (04-05), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS (PACKAGING,
PACKING, MARKING AND BAR CODING); AND
(4) FAR CLAUSE 52.244-6, ENTITLED “SUBCONTRACTS FOR COMMERCIAL ITEMS,” AS IN
EFFECT ON THE DATE OF THE PRIME CONTRACT UNDER WHICH THIS ORDER IS PLACED IS
INCORPORATED HEREIN, EXCEPT THAT THE TERMS “CONTRACTOR” THEREIN SHALL MEAN
“SELLER” AND “CONTRACT” THEREIN SHALL MEAN THIS “ORDER."
T491.00
FAR CLAUSE 52.216-16, ENTITLED “INCENTIVE PRICE REVISION – FIRM TARGET,” IS BY THIS
REFERENCE INCORPORATED HEREIN. THE EFFECTIVE VERSION OF THE FAR CLAUSE SHALL
BE THE SAME VERSION AS THAT WHICH APPEARS IN BUYER’S PRIME CONTRACT, OR HIGHERTIER SUBCONTRACT UNDER WHICH THIS ORDER IS A SUBCONTRACT. WHENEVER THE FAR
CLAUSE INCLUDES A REQUIREMENT FOR THE RESOLUTION OF DISPUTES BETWEEN THE
PARTIES IN ACCORDANCE WITH THE “DISPUTES” CLAUSE, THE DISPUTE SHALL BE DISPOSED
OF IN ACCORDANCE WITH THE CLAUSE ENTITLED “DISPUTES” HEREIN. EXCEPT FOR
REFERENCES MADE TO THE GOVERNMENT’S DISPUTES CLAUSE, ANY CONFLICT OR
INCONSISTENCY BETWEEN THE FAR CLAUSE AND THE CLAUSES SET FORTH ELSEWHERE IN
THESE TERMS AND CONDITIONS SHALL BE RESOLVED IN FAVOR OF THE FAR CLAUSE.
WHERE NECESSARY TO DERIVE PROPER MEANING IN A SUBCONTRACT SITUATION FROM
THESE CLAUSES, “SCHEDULE” AND “CONTRACT” MEANS THIS ORDER; “CONTRACTOR” MEANS
“SELLER,” “CONTRACTING OFFICER,” “GOVERNMENT,” AND “CONTRACT ADMINISTRATION
OFFICE” MEANS “BUYER.” DELETE “(WITH A COPY TO THE CONTRACTING OFFICE AND THE
COGNIZANT CONTRACT AUDITOR)” IN THE FIRST SENTENCE OF SUBPARAGRAPH (G)(1). THE
BLANK SPACES IN THE CLAUSE SHALL BE FILLED IN USING THE INFORMATION SET FORTH
BELOW. ITEMS _____; CEILING PRICE OF _____ DOLLARS; $_____; WITHIN _____ DAYS; LESS
_____ PERCENT; AND PLUS _____ PERCENT.
T492.000
TERMS AND CONDITIONS T-70 (02-02), ENTITLED “PURCHASE ORDER TERMS AND
CONDITIONS, SOFTWARE LICENSE AGREEMENT,” APPLY HERETO AND ARE BY THIS
REFERENCE MADE A PART HEREOF.
T492.001
CLAUSE T492: TERMS AND CONDITIONS T-70 (12-10), ENTITLED "SOFTWARE LICENSE
AGREEMENT TERMS AND CONDITIONS" APPLY HERETO AND ARE BY THIS REFERENCE MADE
A PART HEREOF.
T492
The terms and conditions applicable to this [document type] are Buyer’s T-70 terms, entitled "Software
License Agreement Terms and Conditions", in effect as of the date hereof, which are incorporated
Page 161 of 237
(11-8-11)
herein by reference. The Standard terms and conditions may be accessed at Buyer’s Internet site:
http://www.vought.com/suppliers/. This [document type] is issued in support of a [procurement type]
procurement, for the Program(s) designated below.
Remittance instructions: Seller's invoice(s) must include: complete Order number, Order item
number(s), part number(s), part serial number(s) (if serialized), unit of measure, and unit price. Mail
original invoice to:
Triumph Aerostructures – Vought Aircraft Division
Attention: Accounts Payable, M/S 220-12
P.O. Box 655907
Dallas, TX 75265-5907
T492
(1-15-14)
The terms and conditions applicable to this [document type] are Buyer’s T-70 terms, entitled "Software
License Agreement Terms and Conditions", in effect as of the date hereof, which are incorporated
herein by reference. The Standard terms and conditions may be accessed at Buyer’s Internet site:
http://www.vought.com/suppliers/. This [document type] is issued in support of a [procurement type]
procurement, for the Program(s) designated below.
Remittance instructions: Seller's invoice(s) must include: complete Order number, Order item
number(s), part number(s), part serial number(s) (if serialized), unit of measure, and unit price. Mail
original invoice to:
Triumph Aerostructures – Vought Aircraft Division
Attention: Accounts Payable
1401 Nolan Ryan Expressway
Suite 300
Arlington, TX 76011
T493.000
KIT DETAIL PART INVENTORY
1. DEFINITIONS. THE FOLLOWING DEFINITIONS APPLY HERETO:
2.
A.
"DETAIL PART" MEANS AN ARTICLE, ITEM, OR COMPONENT WHICH IS AN
ESSENTIAL ELEMENT OF AN AIRCRAFT SUBASSEMBLY OR ASSEMBLY AND WHICH
IS MANUFACTURED ACCORDING TO ENGINEERING (E.G., DRAWINGS), STANDARDS,
SPECIFICATIONS, AND PLANNING DATA.
B.
"KIT" MEANS A COLLECTION OF DETAIL PARTS, AS SET FORTH IN BUYER'S
PLANNING (E.G., MANUFACTURING OPERATIONS TRANSMITTAL/MANUFACTURING
OPERATIONS INSTRUCTION (“MOT/MOI”) AND CAPP) DOCUMENT, REQUIRED TO
PRODUCE ONE AIRCRAFT.
C.
"SHIPSET" MEANS THE TOTAL SET OF ALL DETAIL PARTS OR KITS PROVIDED BY
SELLER HEREUNDER NECESSARY FOR BUYER'S USE IN ASSEMBLING BUYERPRODUCED PRODUCTS IN SUPPORT OF ONE AIRCRAFT.
NOTWITHSTANDING ANY OTHER PROVISION OF THIS ORDER TO THE CONTRARY,
SELLER AGREES TO COMPLETE THE DETAIL PARTS COVERED BY THIS ORDER AT
LEAST THIRTY (30) DAYS IN ADVANCE OF THE SCHEDULED SHIP DATE AND TO MAINTAIN
THE DETAIL PARTS THAT MAKE UP A KIT IN INVENTORY (HEREINAFTER “KIT DETAIL
PART INVENTORY”) PENDING SHIPMENT OF A KIT TO BUYER IN ACCORDANCE WITH THE
SHIP DATE. NOTWITHSTANDING THE ABOVE, BUYER SHALL HAVE THE RIGHT TO
RELEASE AN ORDER REQUIRING SELLER TO SHIP DETAIL PART(S) FROM THE KIT
DETAIL PART INVENTORY IN ADVANCE OF THE KIT SHIP DATE. SELLER SHALL HAVE
THE DETAIL PARTS SO ORDERED BY BUYER AVAILABLE FOR SHIPMENT WITHIN TWENTY
FOUR (24) HOURS OF SELLER RECEIVING AN ORDER FROM BUYER. THE DETAIL PART
UNIT PRICE(S) SET FORTH HEREIN SHALL APPLY TO EACH PRODUCT SHIPPED
PURSUANT TO THIS CLAUSE. BUYER SHALL NOT PAY ANY EXPEDITE OR PREMIUM
CHARGES FOR KIT DETAIL PART INVENTORY MAINTAINED PER THIS PROVISION. IN THE
EVENT BUYER ORDERS DETAIL PART(S) FROM THE KIT DETAIL PART INVENTORY,
SELLER SHALL REPLACE THE DETAIL PART(S) IN ORDER TO COMPLETE THE
APPLICABLE KIT, AT NO ADDITIONAL COST TO BUYER, WITHIN THE LEAD TIMES SET
FORTH HEREIN, OR AS MUTUALLY AGREED UPON BY BUYER AND SELLER IN WRITING,
Page 162 of 237
IN ORDER TO PREVENT, TO THE MAXIMUM EXTENT POSSIBLE, THE MANUFACTURE OF
MINIMUM LOT SIZES.
3.
SELLER SHALL RETAIN TITLE TO AND RESPONSIBILITY FOR KIT DETAIL PART INVENTORY,
INCLUDING RISK OF LOSS AND/OR DAMAGE, UNTIL DELIVERY TO THE F.O.B. POINT
SPECIFIED IN THE ORDER.
4.
SELLER SHALL STORE KIT DETAIL PART INVENTORY IN SUCH A MANNER THAT IT WILL
NOT BE DAMAGED OR IN ANY WAY RENDERED UNUSABLE FOR ITS INTENDED
PURPOSE.
5.
SELLER SHALL PROVIDE REPORTS ON KIT DETAIL PART INVENTORY UPON RECEIPT OF
A WRITTEN REQUEST FROM AND IN THE FORMAT SPECIFIED BY BUYER.
6.
BUYER SHALL HAVE RIGHTS TO AUDIT SELLER’S KIT DETAIL PART INVENTORY AT ANY
TIME TO VALIDATE INVENTORY IS PRODUCED AND MAINTAINED IN ACCORDANCE WITH
THIS CLAUSE.
7.
AT NO TIME SHALL SELLER PRODUCE PRODUCT(S) IN EXCESS OF THE TOTAL QUANTITY
SPECIFIED IN BUYER’S ORDER.
8.
SELLER AGREES THAT BUYER SHALL INCUR NO ADDITIONAL COST OR EXPENSE FOR
SELLER PRODUCING AND MAINTAINING KIT DETAIL PART INVENTORY IN ACCORDANCE
WITH THIS CLAUSE. ANY AND ALL SUCH COST OR EXPENSE IS INCLUDED IN THE
PRODUCT UNIT PRICES.
9.
PAYMENT SHALL NOT BE DUE AND PAYABLE UNTIL PRODUCTS ARE SHIPPED
PURSUANT TO BUYER’S AUTOMATED PURCHASE ORDER RESCHEDULE SYSTEM, OR
OTHER WRITTEN DIRECTION FROM BUYER, AND INVOICES RECEIVED AS SET FORTH IN
THE INVOICE AND FREIGHT BILL OR OTHER CLAUSE HEREOF.
10. NOTHING IN THIS CLAUSE SHALL LIMIT BUYER’S OR SELLER’S RIGHTS PURSUANT TO
THE TERMINATION FOR CONVENIENCE OR THE TERMINATION FOR DEFAULT CLAUSE
HEREOF.
T493
Kit detail part inventory
(11-8-11)
1.
Definitions. The following definitions apply hereto:
A.
"detail part" means an article, item, or component which is an essential element of an aircraft
subassembly or assembly and which is manufactured according to engineering (e.g., drawings),
standards, specifications, and planning data.
B.
"kit" means a collection of detail parts, as set forth in Buyer's planning (e.g., manufacturing
operations transmittal/manufacturing operations instruction (“mot/moi”) and capp) document, required
to produce one aircraft.
C.
"shipset" means the total set of all detail parts or kits provided by Seller hereunder necessary
for Buyer's use in assembling Buyer-produced products in support of one aircraft.
2.
Notwithstanding any other provision of this Order to the contrary, Seller agrees to complete
the detail parts covered by this Order at least thirty (30) days in advance of the scheduled ship date
and to maintain the detail parts that make up a kit in inventory (hereinafter “kit detail part inventory”)
pending shipment of a kit to Buyer in accordance with the ship date. Notwithstanding the above, Buyer
shall have the right to release an Order requiring Seller to ship detail part(s) from the kit detail part
inventory in advance of the kit ship date. Seller shall have the detail parts so Ordered by Buyer
available for shipment within twenty four (24) hours of Seller receiving an Order from Buyer. The detail
part unit price(s) set forth herein shall apply to each product shipped pursuant to this clause. Buyer
shall not pay any expedite or premium charges for kit detail part inventory maintained per this
provision. In the event Buyer Orders detail part(s) from the kit detail part inventory, Seller shall replace
the detail part(s) in Order to complete the applicable kit, at no additional cost to Buyer, within the lead
times set forth herein, or as mutually agreed upon by Buyer and Seller in writing, in Order to prevent, to
the maximum extent possible, the manufacture of minimum lot sizes.
3.
Seller shall retain title to and responsibility for kit detail part inventory, including risk of loss
and/or damage, until delivery to the f.o.b. point specified in the Order.
4.
Seller shall store kit detail part inventory in such a manner that it will not be damaged or in
Page 163 of 237
any way rendered unusable for its intended purpose.
5.
Seller shall provide reports on kit detail part inventory upon receipt of a written request from
and in the format specified by Buyer.
6.
Buyer shall have rights to audit Seller’s kit detail part inventory at any time to validate
inventory is produced and maintained in accordance with this clause.
7.
Order.
At no time shall Seller produce product(s) in excess of the total quantity specified in Buyer’s
8.
Seller agrees that Buyer shall incur no additional cost or expense for Seller producing and
maintaining kit detail part inventory in accordance with this clause. Any and all such cost or expense is
included in the product unit prices.
9.
Payment shall not be due and payable until products are shipped pursuant to Buyer’s
automated purchase Order reschedule system, or other written direction from Buyer, and invoices
received as set forth in the invoice and freight bill or other clause hereof.
10.
Nothing in this clause shall limit Buyer’s or Seller’s rights pursuant to the termination for
convenience or the termination for default clause hereof.
T494.000
THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
(1) TERMS T-1 (9-01), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS GOVERNMENT
FIXED PRICE – SUPPLY;”
(2) PROGRAM ADDENDUM 213 (11-02), ENTITLED “ADDITIONAL GENERAL CONDITIONS (FIXED
PRICE) FOR C-5 GALAXY FLIGHT CONTROL SURFACES CONTRACT;” AND
(3) TERMS T-13 (R. 7-00), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS
(PACKAGING, PACKING, MARKING AND BAR CODING).”
T494.001
THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
(1) TERMS T-1 (9-01), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS GOVERNMENT
FIXED PRICE – SUPPLY;”
(2) PROGRAM ADDENDUM 213 (03-04), ENTITLED “ADDITIONAL GENERAL CONDITIONS (FIXED
PRICE) FOR C-5 GALAXY FLIGHT CONTROL SURFACES CONTRACT;” AND
(3) TERMS T-13 (R. 7-00), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS
(PACKAGING, PACKING, MARKING AND BAR CODING).”
T494.002
THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
(1) TERMS T-1 (9-01), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS GOVERNMENT
FIXED PRICE – SUPPLY;”
(2) PROGRAM ADDENDUM 213 (04-04), ENTITLED “ADDITIONAL GENERAL CONDITIONS (FIXED
PRICE) FOR C-5 GALAXY FLIGHT CONTROL SURFACES CONTRACT;” AND
(3) TERMS T-13 (R. 7-00), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS
(PACKAGING, PACKING, MARKING AND BAR CODING).”
T494.003
CLAUSE T494: THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
(1) TERMS T-1 (9-01), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS GOVERNMENT
FIXED PRICE – SUPPLY;”
(2) PROGRAM ADDENDUM 213 (04-04), ENTITLED “ADDITIONAL GENERAL CONDITIONS (FIXED
PRICE) FOR C-5 GALAXY FLIGHT CONTROL SURFACES CONTRACT;” AND
(3) TERMS T-13 (04-05), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS (PACKAGING,
PACKING, MARKING AND BAR CODING).”
T495.000
THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
(1) TERMS T-2 (07-00), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS COMMERCIAL
Page 164 of 237
FIXED PRICE – SUPPLY;”
(2) PROGRAM ADDENDUM 214A (01-03), ENTITLED “ADDITIONAL GENERAL CONDITIONS
(FIXED PRICE) FOR 767 GLOBAL TANKER/TRANSPORT AIRCRAFT CONTRACT;” AND
(3) TERMS T-13 (R. 7-00), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS
(PACKAGING, PACKING, MARKING AND BAR CODING).”
T495.001
THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
(1) TERMS T-2 (07-00), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS COMMERCIAL
FIXED PRICE – SUPPLY;”
(2) PROGRAM ADDENDUM 214A (03-03), ENTITLED “ADDITIONAL GENERAL CONDITIONS
(FIXED PRICE) FOR BOEING 767 TANKER PROGRAM AIRCRAFT;” AND
(3) TERMS T-13 (R. 7-00), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS
(PACKAGING, PACKING, MARKING AND BAR CODING).”
T495.002
CLAUSE T495: THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
(1) TERMS T-2 (07-00), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS COMMERCIAL
FIXED PRICE – SUPPLY;”
(2) PROGRAM ADDENDUM 214A (03-03), ENTITLED “ADDITIONAL GENERAL CONDITIONS
(FIXED PRICE) FOR BOEING 767 TANKER PROGRAM AIRCRAFT;” AND
(3) TERMS T-13 (04-05), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS (PACKAGING,
PACKING, MARKING AND BAR CODING).”
T496.000
THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
(1) TERMS T-6 (07-00), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS
(COMMERCIAL) (FIXED PRICE – SERVICES);”
(2) PROGRAM ADDENDUM 214C (01-03), ENTITLED “ADDITIONAL GENERAL CONDITIONS
(FIXED PRICE) FOR 767 GLOBAL TANKER/TRANSPORT AIRCRAFT CONTRACT;” AND
(3) TERMS T-13 (R. 7-00), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS
(PACKAGING, PACKING, MARKING AND BAR CODING).”
T496.001
THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
(1) TERMS T-6 (07-00), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS
(COMMERCIAL) (FIXED PRICE – SERVICES);”
(2) PROGRAM ADDENDUM 214C (03-03), ENTITLED “ADDITIONAL GENERAL CONDITIONS
(FIXED PRICE) FOR BOEING 767 TANKER PROGRAM AIRCRAFT;” AND
(3) TERMS T-13 (R. 7-00), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS
(PACKAGING, PACKING, MARKING AND BAR CODING).”
T496.002
THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
(1) TERMS T-6 (07-00), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS
(COMMERCIAL) (FIXED PRICE – SERVICES);”
(2) PROGRAM ADDENDUM 214C (03-03), ENTITLED “ADDITIONAL GENERAL CONDITIONS
(FIXED PRICE) FOR BOEING 767 TANKER PROGRAM AIRCRAFT;” AND
(3) TERMS T-13 (04-05), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS (PACKAGING,
PACKING, MARKING AND BAR CODING).”
T497.000
THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
(1) TERMS T-1 (9-01), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS GOVERNMENT
FIXED PRICE – SUPPLY;”
(2) PROGRAM ADDENDUM 215 (01-03), ENTITLED “ADDITIONAL GENERAL CONDITIONS (FIXED
Page 165 of 237
PRICE) FOR F-35 LOWER WING SKINS CONTRACT;” AND
(3) TERMS T-13 (07-00), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS (PACKAGING,
PACKING, MARKING AND BAR CODING).”
T497.001
THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
(1) TERMS T-1 (9-01), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS GOVERNMENT
FIXED PRICE – SUPPLY;”
(2) PROGRAM ADDENDUM 215 (03-03), ENTITLED “ADDITIONAL GENERAL CONDITIONS (FIXED
PRICE) FOR F-35 LOWER WING SKINS CONTRACT;” AND
(3) TERMS T-13 (07-00), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS (PACKAGING,
PACKING, MARKING AND BAR CODING).”
T497.002
THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
(1) TERMS T-1 (9-01), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS GOVERNMENT
FIXED PRICE – SUPPLY;”
(2) PROGRAM ADDENDUM 215 (03-04), ENTITLED “ADDITIONAL GENERAL CONDITIONS (FIXED
PRICE) FOR F-35 LOWER WING SKINS CONTRACT;” AND
(3) TERMS T-13 (07-00), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS (PACKAGING,
PACKING, MARKING AND BAR CODING).”
T497.003
CLAUSE T497: THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
(1) TERMS T-1 (9-01), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS GOVERNMENT
FIXED PRICE – SUPPLY;”
(2) PROGRAM ADDENDUM 215 (03-04), ENTITLED “ADDITIONAL GENERAL CONDITIONS (FIXED
PRICE) FOR F-35 LOWER WING SKINS CONTRACT;” AND
(3) TERMS T-13 (04-05), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS (PACKAGING,
PACKING, MARKING AND BAR CODING).”
T498.000
THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
(1) TERMS T-2 (07-00), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS COMMERCIAL
FIXED PRICE – SUPPLY;”
(2) PROGRAM ADDENDUM 215A (01-03), ENTITLED “ADDITIONAL GENERAL CONDITIONS
(FIXED PRICE) FOR F-35 LOWER WING SKINS CONTRACT;” AND
(3) TERMS T-13 (07-00), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS (PACKAGING,
PACKING, MARKING AND BAR CODING).”
T498.001
THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
(1) TERMS T-2 (07-00), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS COMMERCIAL
FIXED PRICE – SUPPLY;”
(2) PROGRAM ADDENDUM 215A (03-03), ENTITLED “ADDITIONAL GENERAL CONDITIONS
(FIXED PRICE) FOR F-35 LOWER WING SKINS CONTRACT;” AND
(3) TERMS T-13 (07-00), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS (PACKAGING,
PACKING, MARKING AND BAR CODING).”
T498.002
THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
(1) TERMS T-2 (07-00), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS COMMERCIAL
FIXED PRICE – SUPPLY;”
(2) PROGRAM ADDENDUM 215A (03-04), ENTITLED “ADDITIONAL GENERAL CONDITIONS
(FIXED PRICE) FOR F-35 LOWER WING SKINS CONTRACT;” AND
(3) TERMS T-13 (07-00), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS (PACKAGING,
Page 166 of 237
PACKING, MARKING AND BAR CODING).”
T498.003
CLAUSE T498: THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
(1) TERMS T-2 (07-00), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS COMMERCIAL
FIXED PRICE – SUPPLY;”
(2) PROGRAM ADDENDUM 215A (03-04), ENTITLED “ADDITIONAL GENERAL CONDITIONS
(FIXED PRICE) FOR F-35 LOWER WING SKINS CONTRACT;” AND
(3) TERMS T-13 (04-05), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS (PACKAGING,
PACKING, MARKING AND BAR CODING).”
T499.000
THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
(1) TERMS T-10 (07-00), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS –
INTERNATIONAL – COMMERCIAL FIXED PRICE – SUPPLY;”
(2) PROGRAM ADDENDUM 214D (01-03), ENTITLED “ADDITIONAL GENERAL CONDITIONS
(FIXED PRICE) FOR 767 GLOBAL TANKER/TRANSPORT AIRCRAFT CONTRACT;” AND
(3) TERMS T-13 (07-00), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS (PACKAGING,
PACKING, MARKING AND BAR CODING).”
T499.001
THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
(1) TERMS T-10 (07-00), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS –
INTERNATIONAL – COMMERCIAL FIXED PRICE – SUPPLY;”
(2) PROGRAM ADDENDUM 214D (03-03), ENTITLED “ADDITIONAL GENERAL CONDITIONS
(FIXED PRICE) FOR BOEING767 TANKER PROGRAM AIRCRAFT;” AND
(3) TERMS T-13 (07-00), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS (PACKAGING,
PACKING, MARKING AND BAR CODING).”
T499.002
CLAUSE T499: THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
(1) TERMS T-10 (07-00), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS –
INTERNATIONAL – COMMERCIAL FIXED PRICE – SUPPLY;”
(2) PROGRAM ADDENDUM 214D (03-03), ENTITLED “ADDITIONAL GENERAL CONDITIONS
(FIXED PRICE) FOR BOEING767 TANKER PROGRAM AIRCRAFT;” AND
(3) TERMS T-13 (04-05), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS (PACKAGING,
PACKING, MARKING AND BAR CODING).”
T502.000
THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
(1) TERMS T-1 (9-01), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS GOVERNMENT
FIXED PRICE – SUPPLY;”
(2) PROGRAM ADDENDUM 222 (07-04), ENTITLED “ADDITIONAL GENERAL CONDITIONS GOVERNMENT – FIXED-PRICED SUPPLY FOR V-22 OSPREY;” AND
(3) TERMS T-13 (07-00), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS (PACKAGING,
PACKING, MARKING AND BAR CODING).”
T502.001
CLAUSE T502: THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
(1) TERMS T-1 (9-01), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS GOVERNMENT
FIXED PRICE – SUPPLY;”
(2) PROGRAM ADDENDUM 222 (07-04), ENTITLED “ADDITIONAL GENERAL CONDITIONS GOVERNMENT – FIXED-PRICED SUPPLY FOR V-22 OSPREY;” AND
(3) TERMS T-13 (04-05), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS (PACKAGING,
PACKING, MARKING AND BAR CODING).”
Page 167 of 237
T503.000
THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
(1) TERMS T-2 (07-00), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS COMMERCIAL
FIXED PRICE – SUPPLY;”
(2) PROGRAM ADDENDUM 222A (07-04), ENTITLED “ADDITIONAL GENERAL CONDITIONS COMMERCIAL – FIXED-PRICED SUPPLY FOR V-22 OSPREY;” AND
(3) TERMS T-13 (07-00), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS (PACKAGING,
PACKING, MARKING AND BAR CODING).”
T503.001
CLAUSE T503: THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
(1) TERMS T-2 (07-00), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS COMMERCIAL
FIXED PRICE – SUPPLY;”
(2) PROGRAM ADDENDUM 222A (07-04), ENTITLED “ADDITIONAL GENERAL CONDITIONS COMMERCIAL – FIXED-PRICED SUPPLY FOR V-22 OSPREY;” AND
(3) TERMS T-13 (04-05), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS (PACKAGING,
PACKING, MARKING AND BAR CODING).”
T504.000
THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
(1) TERMS T-34 (06-05), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS COMMERCIAL, CAPITAL EQUIPMENT (FIXED-PRICE);” AND
(2) TERMS T-13 (04-05), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS (PACKAGING,
PACKING, MARKING AND BAR CODING).” THE BAR CODING PROVISIONS SET FORTH IN
CLAUSE 14 OF T-13 (07-00) ARE HEREBY DELETED IN THEIR ENTIRETY.
T504.001
CLAUSE T504: THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
(1) TERMS T-34 (12-10), ENTITLED "COMMERCIAL, CAPITAL EQUIPMENT (FIXED PRICE)
GENERAL TERMS AND CONDITIONS" AND
(2) TERMS T-13 (04-05), ENTITLED "PURCHASE ORDER TERMS AND CONDITIONS
(PACKAGING, PACKING, MARKING AND BAR CODING)."
T504.002
CLAUSE T504: THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
(1) TERMS T-34 (12-10), ENTITLED "COMMERCIAL, CAPITAL EQUIPMENT (FIXED PRICE)
GENERAL TERMS AND CONDITIONS" AND
(2) TERMS T-13 (12-10), ENTITLED " PACKAGING, PACKING, MARKING AND BAR CODING
TERMS AND CONDITIONS"
T504
(11-8-11)
The terms and conditions applicable to this [document type] are Buyer’s T-34 terms, entitled
“Commercial, Capital Equipment (Fixed Price) General Terms and Conditions”, and Buyer’s Packaging
and Packing Requirements Manual, in effect as of the date hereof, which are incorporated herein by
reference. The terms and conditions may be accessed at Buyer’s Internet site:
http://www.vought.com/suppliers/. This [document type] is issued in support of a [procurement type]
procurement, for the Program(s) designated below.
Seller shall comply with the quality requirements set forth in Buyer's Supplier Quality Assurance
Requirements (SQAR) Manual, as modified from time to time. Seller shall also comply with any and all
revisions to Buyer's SQAR Manual and it is Seller's obligation to monitor any such revisions. Buyer’s
SQAR Manual is posted on the Buyer's Internet site.
Remittance instructions: Seller's invoice(s) must include: complete Order number, Order item
number(s), part number(s), part serial number(s) (if serialized), unit of measure, and unit price. Mail
original invoice to:
Triumph Aerostructures – Vought Aircraft Division
Attention: Accounts Payable, M/S 220-12
Page 168 of 237
P.O. Box 655907
Dallas, TX 75265-5907
T504
(1-15-14)
The terms and conditions applicable to this [document type] are Buyer’s T-34 terms, entitled
“Commercial, Capital Equipment (Fixed Price) General Terms and Conditions”, and Buyer’s Packaging
and Packing Requirements Manual, in effect as of the date hereof, which are incorporated herein by
reference. The terms and conditions may be accessed at Buyer’s Internet site:
http://www.vought.com/suppliers/. This [document type] is issued in support of a [procurement type]
procurement, for the Program(s) designated below.
Seller shall comply with the quality requirements set forth in Buyer's Supplier Quality Assurance
Requirements (SQAR) Manual, as modified from time to time. Seller shall also comply with any and all
revisions to Buyer's SQAR Manual and it is Seller's obligation to monitor any such revisions. Buyer’s
SQAR Manual is posted on the Buyer's Internet site.
Remittance instructions: Seller's invoice(s) must include: complete Order number, Order item
number(s), part number(s), part serial number(s) (if serialized), unit of measure, and unit price. Mail
original invoice to:
Triumph Aerostructures – Vought Aircraft Division
Attention: Accounts Payable
1401 Nolan Ryan Expressway
Suite 300
Arlington, TX 76011
T505.000
THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
(1) TERMS T-35 (2-03), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS,
INTERNATIONAL, COMMERCIAL, CAPITAL EQUIPMENT (FIXED-PRICE);” AND
(2) TERMS T-13 (07-00), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS (PACKAGING,
PACKING, MARKING AND BAR CODING).” THE BAR CODING PROVISIONS SET FORTH IN
CLAUSE 14 OF T-13 (07-00) ARE HEREBY DELETED IN THEIR ENTIRETY.
T505.001
CLAUSE T505: THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
(1) TERMS T-35 (2-03), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS,
INTERNATIONAL, COMMERCIAL, CAPITAL EQUIPMENT (FIXED-PRICE);” AND
(2) TERMS T-13 (04-05), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS (PACKAGING,
PACKING, MARKING AND BAR CODING).” THE BAR CODING PROVISIONS SET FORTH IN
CLAUSE 14 OF T-13 (07-00) ARE HEREBY DELETED IN THEIR ENTIRETY.
T505.002
CLAUSE 505: THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
(1) TERMS T-35 (12-10), ENTITLED "INTERNATIONAL, FIXED-PRICE, COMMERCIAL, CAPITAL
EQUIPMENT TERMS AND CONDITIONS" AND
(2) TERMS T-13 (04-05), ENTITLED "PURCHASE ORDER TERMS AND CONDITIONS
(PACKAGING, PACKING, MARKING AND BAR CODING)."
T505.003
CLAUSE 505: THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
(1) TERMS T-35 (12-10), ENTITLED "INTERNATIONAL, FIXED-PRICE, COMMERCIAL, CAPITAL
EQUIPMENT TERMS AND CONDITIONS" AND
(2) TERMS T-13 (12-10), ENTITLED "PACKAGING, PACKING, MARKING AND BAR CODING
TERMS AND CONDITIONS"
T505
(11-8-11)
The terms and conditions applicable to this [document type] are Buyer’s T-35 terms, entitled
“International, Fixed-Price, Commercial, Capital Equipment Terms and Conditions”, and Buyer’s
Packaging and Packing Requirements Manual, in effect as of the date hereof, which are incorporated
herein by reference. The terms and conditions may be accessed at Buyer’s Internet site:
http://www.vought.com/suppliers/. This [document type] is issued in support of a [procurement type]
Page 169 of 237
procurement, for the Program(s) designated below.
Seller shall comply with the quality requirements set forth in Buyer's Supplier Quality Assurance
Requirements (SQAR) Manual, as modified from time to time. Seller shall also comply with any and all
revisions to Buyer's SQAR Manual and it is Seller's obligation to monitor any such revisions. Buyer’s
SQAR Manual is posted on the Buyer's Internet site.
Remittance instructions: Seller's invoice(s) must include: complete Order number, Order item
number(s), part number(s), part serial number(s) (if serialized), unit of measure, and unit price. Mail
original invoice to:
Triumph Aerostructures – Vought Aircraft Division
Attention: Accounts Payable, M/S 220-12
P.O. Box 655907
Dallas, TX 75265-5907
T505
(1-15-14)
The terms and conditions applicable to this [document type] are Buyer’s T-35 terms, entitled
“International, Fixed-Price, Commercial, Capital Equipment Terms and Conditions”, and Buyer’s
Packaging and Packing Requirements Manual, in effect as of the date hereof, which are incorporated
herein by reference. The terms and conditions may be accessed at Buyer’s Internet site:
http://www.vought.com/suppliers/. This [document type] is issued in support of a [procurement type]
procurement, for the Program(s) designated below.
Seller shall comply with the quality requirements set forth in Buyer's Supplier Quality Assurance
Requirements (SQAR) Manual, as modified from time to time. Seller shall also comply with any and all
revisions to Buyer's SQAR Manual and it is Seller's obligation to monitor any such revisions. Buyer’s
SQAR Manual is posted on the Buyer's Internet site.
Remittance instructions: Seller's invoice(s) must include: complete Order number, Order item
number(s), part number(s), part serial number(s) (if serialized), unit of measure, and unit price. Mail
original invoice to:
Triumph Aerostructures – Vought Aircraft Division
Attention: Accounts Payable
1401 Nolan Ryan Expressway
Suite 300
Arlington, TX 76011
T506.000
THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
(1) TERMS T-2 (07-00), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS COMMERCIAL
FIXED PRICE – SUPPLY;”
(2) PROGRAM ADDENDUM 223 (9-04), ENTITLED “ADDITIONAL GENERAL CONDITIONS COMMERCIAL – FIXED-PRICED SUPPLY FOR C-130J EMPENNAGE;” AND
(3) TERMS T-13 (07-00), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS (PACKAGING,
PACKING, MARKING AND BAR CODING).”
T506.001
CLAUSE T506: THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
(1) TERMS T-2 (07-00), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS COMMERCIAL
FIXED PRICE – SUPPLY;”
(2) PROGRAM ADDENDUM 223 (9-04), ENTITLED “ADDITIONAL GENERAL CONDITIONS COMMERCIAL – FIXED-PRICED SUPPLY FOR C-130J EMPENNAGE;” AND
(3) TERMS T-13 (04-05), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS (PACKAGING,
PACKING, MARKING AND BAR CODING).”
T507.000
THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
(1) TERMS T-2 (07-00), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS COMMERCIAL
FIXED PRICE – SUPPLY;”
Page 170 of 237
(2) PROGRAM ADDENDUM 224 (10-04), ENTITLED “ADDITIONAL GENERAL CONDITIONS COMMERCIAL – FIXED-PRICED SUPPLY FOR C-5 TOPS PROGRAM;” AND
(3) TERMS T-13 (07-00), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS (PACKAGING,
PACKING, MARKING AND BAR CODING).”
T507.001
CLAUSE T507: THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
(1) TERMS T-2 (07-00), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS COMMERCIAL
FIXED PRICE – SUPPLY;”
(2) PROGRAM ADDENDUM 224 (10-04), ENTITLED “ADDITIONAL GENERAL CONDITIONS COMMERCIAL – FIXED-PRICED SUPPLY FOR C-5 TOPS;” AND
(3) TERMS T-13 (04-05), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS (PACKAGING,
PACKING, MARKING AND BAR CODING).”
T508.000
THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
(1) TERMS T-2 (07-00), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS COMMERCIAL
FIXED PRICE – SUPPLY;”
(2) PROGRAM ADDENDUM 226 (9-04), ENTITLED “ADDITIONAL GENERAL CONDITIONS COMMERCIAL – FIXED-PRICED SUPPLY FOR BLACKHAWK HELICOPTER PROGRAM (H-60);”
AND
(3) TERMS T-13 (07-00), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS (PACKAGING,
PACKING, MARKING AND BAR CODING).”
T508.001
CLAUSE T508: THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
(1) TERMS T-2 (07-00), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS COMMERCIAL
FIXED PRICE – SUPPLY;”
(2) PROGRAM ADDENDUM 226A (03-05), ENTITLED “ADDITIONAL GENERAL CONDITIONS COMMERCIAL – FIXED-PRICED SUPPLY FOR H-60 AND S-70 HELICOPTER PROGRAMS;”
AND
(3) TERMS T-13 (04-05), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS (PACKAGING,
PACKING, MARKING AND BAR CODING).”
T509.000
CLAUSE T509: THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
(1) TERMS T-2 (07-00), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS COMMERCIAL
FIXED PRICE – SUPPLY;”
(2) PROGRAM ADDENDUM 226A (03-05), ENTITLED “ADDITIONAL GENERAL CONDITIONS COMMERCIAL – FIXED-PRICED SUPPLY FOR H-60 AND S-70 HELICOPTER PROGRAMS;”
(3) PROGRAM ADDENDUM 226N (03-05), ENTITLED “ADDITIONAL GENERAL CONDITIONS GOVERNMENT – FIXED-PRICED SUPPLY FOR H-60 AND S-70 HELICOPTER PROGRAMS –
MAJOR SUBCONTRACTS;” AND
(4) TERMS T-13 (04-05), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS (PACKAGING,
PACKING, MARKING AND BAR CODING).”
T510.000
CLAUSE T510: THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
(1) TERMS T-1 (9-01), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS GOVERNMENT
FIXED PRICE – SUPPLY;”
(2) PROGRAM ADDENDUM 226 (03-05), ENTITLED “ADDITIONAL GENERAL CONDITIONS GOVERNMENT – FIXED-PRICED SUPPLY FOR H-60 AND S-70 HELICOPTER PROGRAMS;”
AND
(3) TERMS T-13 (04-05), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS (PACKAGING,
PACKING, MARKING AND BAR CODING).”
Page 171 of 237
T511.000
CLAUSE T511: THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
(1) TERMS T-1 (9-01), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS GOVERNMENT
FIXED PRICE – SUPPLY;”
(2) PROGRAM ADDENDUM 226 (03-05), ENTITLED “ADDITIONAL GENERAL CONDITIONS GOVERNMENT – FIXED-PRICED SUPPLY FOR H-60 AND S-70 HELICOPTER PROGRAMS;”
(3) PROGRAM ADDENDUM 226 (03-05), ENTITLED “ADDITIONAL GENERAL CONDITIONS GOVERNMENT – FIXED-PRICED SUPPLY FOR H-60 AND S-70 HELICOPTER PROGRAMS –
MAJOR SUBCONTRACTS;”AND
(4) TERMS T-13 (04-05), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS (PACKAGING,
PACKING, MARKING AND BAR CODING).”
T511.001
CLAUSE T511: THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
(1) TERMS T-1 (9-01), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS GOVERNMENT
FIXED PRICE – SUPPLY;”
(2) PROGRAM ADDENDUM 226 (03-05), ENTITLED “ADDITIONAL GENERAL CONDITIONS
GOVERNMENT – FIXED-PRICED SUPPLY FOR H-60 AND S-70 HELICOPTER PROGRAMS;”
(3) PROGRAM ADDENDUM 226M (03-05), ENTITLED “ADDITIONAL GENERAL CONDITIONS –
GOVERNMENT – FIXED-PRICED SUPPLY FOR H-60 AND S-70 HELICOPTER PROGRAMS –
MAJOR SUBCONTRACTS;”AND
(4) TERMS T-13 (04-05), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS (PACKAGING,
PACKING, MARKING AND BAR CODING).”
T512.000
CLAUSE T512: THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
(1) TERMS T-4 (R. 7-00), "PURCHASE ORDER TERMS AND CONDITIONS (GOVERNMENT) (FIXED
PRICE – SERVICES);"
(2) PROGRAM ADDENDUM 226B (03-05), ENTITLED “ADDITIONAL GENERAL CONDITIONS GOVERNMENT – FIXED-PRICED SERVICES FOR H-60 AND S-70 HELICOPTER PROGRAMS;”
AND
(3) TERMS T-13 (04-05), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS
(PACKAGING, PACKING, MARKING AND BAR CODING).”
T513.000
CLAUSE T513: THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
(1) TERMS T-5 (R. 7-00), "PURCHASE ORDER TERMS AND CONDITIONS (GOVERNMENT) (TIME
BASED – SERVICES);”
(2) PROGRAM ADDENDUM 226C (03-05), ENTITLED “ADDITIONAL GENERAL CONDITIONS GOVERNMENT – TIME BASED SERVICES FOR H-60 AND S-70 HELICOPTER PROGRAMS;”
AND
(3) TERMS T-13 (04-05), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS
(PACKAGING, PACKING, MARKING AND BAR CODING).”
T514.000
CLAUSE T514: THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
(1) TERMS T-6 (07-00), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS COMMERCIAL
FIXED PRICE – SERVICES;”
(2) PROGRAM ADDENDUM 226D (03-05), ENTITLED “ADDITIONAL GENERAL CONDITIONS COMMERCIAL – FIXED-PRICED SERVICES FOR H-60 AND S-70 HELICOPTER PROGRAMS;”
AND
(3) TERMS T-13 (04-05), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS (PACKAGING,
PACKING, MARKING AND BAR CODING).”
T515.000
CLAUSE T515: THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
Page 172 of 237
(1) TERMS T-7 (01-05), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS COMMERCIAL
TIME BASED – SERVICES;”
(2) PROGRAM ADDENDUM 226E (03-05), ENTITLED “ADDITIONAL GENERAL CONDITIONS COMMERCIAL – TIME BASED SERVICES FOR H-60 AND S-70 HELICOPTER PROGRAMS;”
AND
(3) TERMS T-13 (04-05), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS (PACKAGING,
PACKING, MARKING AND BAR CODING).”
T516.000
CLAUSE T516: THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
(1) TERMS T-6 (07-00), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS COMMERCIAL
FIXED PRICE – SERVICES;”
(2) PROGRAM ADDENDUM 223A (1-05), ENTITLED “ADDITIONAL GENERAL CONDITIONS COMMERCIAL – FIXED-PRICED SERVICES FOR C-130J EMPENNAGE;” AND
(3) TERMS T-13 (07-00), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS (PACKAGING,
PACKING, MARKING AND BAR CODING).”
T516.001
CLAUSE T516: THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
(1) TERMS T-6 (07-00), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS COMMERCIAL
FIXED PRICE – SERVICES;”
(2) PROGRAM ADDENDUM 223A (1-05), ENTITLED “ADDITIONAL GENERAL CONDITIONS COMMERCIAL – FIXED-PRICED SERVICES FOR C-130J EMPENNAGE;” AND
(3) TERMS T-13 (04-05), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS (PACKAGING,
PACKING, MARKING AND BAR CODING).”
T517.000
CLAUSE T517: THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
(1) TERMS T-7 (01-05), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS COMMERCIAL
TIME BASED – SERVICES;”
(2) PROGRAM ADDENDUM 223B (01-05), ENTITLED “ADDITIONAL GENERAL CONDITIONS COMMERCIAL – TIME BASED SERVICES FOR C-130J EMPENNAGE;” AND
(3) TERMS T-13 (07-00), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS (PACKAGING,
PACKING, MARKING AND BAR CODING).”
T517.001
CLAUSE T517: THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
(1) TERMS T-7 (01-05), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS COMMERCIAL
TIME BASED – SERVICES;”
(2) PROGRAM ADDENDUM 223B (01-05), ENTITLED “ADDITIONAL GENERAL CONDITIONS COMMERCIAL – TIME BASED SERVICES FOR C-130J EMPENNAGE;” AND
(3) TERMS T-13 (04-05), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS (PACKAGING,
PACKING, MARKING AND BAR CODING).”
T518.000
CLAUSE T518: THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
(1) TERMS T-10 (R. 7-00), ENTITLED "INTERNATIONAL PURCHASE ORDER, PURCHASE ORDER
TERMS AND CONDITIONS, COMMERCIAL FIXED PRICE – SUPPLY;”
(2) PROGRAM ADDENDUM 226F (03-05), ENTITLED “ADDITIONAL GENERAL CONDITIONS (FIXED
PRICE) FOR H-60 AND S-70 HELICOPTER PROGRAMS – INTERNATIONAL;” AND
(3) TERMS T-13 (04-05), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS (PACKAGING,
PACKING, MARKING AND BAR CODING).”
T519.000
CLAUSE T519: THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
(1) TERMS T-11 (R. 7-00), ENTITLED “INTERNATIONAL PURCHASE ORDER TERMS AND
Page 173 of 237
CONDITIONS - U.S. GOVERNMENT FIXED PRICE – SUPPLY;”
(2) PROGRAM ADDENDUM 226G (04-05), ENTITLED “ADDITIONAL GENERAL CONDITIONS
(FIXED PRICE) FOR H-60 AND S-70 HELICOPTER PROGRAMS – INTERNATIONAL;” AND
(3) TERMS T-13 (04-05), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS (PACKAGING,
PACKING, MARKING AND BAR CODING).”
T520.000
CLAUSE T520: THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
(1) TERMS T-11 (R. 7-00), ENTITLED “INTERNATIONAL PURCHASE ORDER TERMS AND
CONDITIONS - U.S. GOVERNMENT FIXED PRICE – SUPPLY;”
(2) PROGRAM ADDENDUM 226G (04-05), ENTITLED “ADDITIONAL GENERAL CONDITIONS
(FIXED PRICE) FOR H-60 AND S-70 HELICOPTER PROGRAMS – INTERNATIONAL;”
(3) PROGRAM ADDENDUM 226P (04-05), ENTITLED “ADDITIONAL GENERAL CONDITIONS
(FIXED PRICE) FOR H-60 AND S-70 HELICOPTER PROGRAMS – INTERNATIONAL – MAJOR
SUBCONTRACTS; AND
(4) TERMS T-13 (04-05), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS (PACKAGING,
PACKING, MARKING AND BAR CODING).”
T521.000
CLAUSE T521: THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
(1) TERMS T-1 (01-07), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS GOVERNMENT
FIXED PRICE – SUPPLY;”
(2) PROGRAM ADDENDUM 229 (04-08), ENTITLED “ADDITIONAL GENERAL CONDITIONS –
GOVERNMENT – FIXED-PRICED SUPPLY FOR H-60 AND S-70 HELICOPTER PROGRAMS;” AND
(3) TERMS T-13 (04-05), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS (PACKAGING,
PACKING, MARKING AND BAR CODING).”
T522.000
CLAUSE T522: THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
(1) TERMS T-1 (01-07), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS GOVERNMENT
FIXED PRICE – SUPPLY;”
(2) PROGRAM ADDENDUM 229 (04-08), ENTITLED “ADDITIONAL GENERAL CONDITIONS
GOVERNMENT – FIXED-PRICED SUPPLY FOR H-60 AND S-70 HELICOPTER PROGRAMS;”
(3) PROGRAM ADDENDUM 229M (04-08), ENTITLED “ADDITIONAL GENERAL CONDITIONS –
GOVERNMENT – FIXED-PRICED SUPPLY FOR H-60 AND S-70 HELICOPTER PROGRAMS –
MAJOR SUBCONTRACTS;”AND
(4) TERMS T-13 (04-05), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS (PACKAGING,
PACKING, MARKING AND BAR CODING).”
T523.000
CLAUSE T523: THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
(1) TERMS T-2 (07-00), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS COMMERCIAL
FIXED PRICE – SUPPLY;”
(2) PROGRAM ADDENDUM 229A (04-08), ENTITLED “ADDITIONAL GENERAL CONDITIONS –
COMMERCIAL – FIXED-PRICED SUPPLY FOR H-60 AND S-70 HELICOPTER PROGRAMS;” AND
(3) TERMS T-13 (04-05), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS (PACKAGING,
PACKING, MARKING AND BAR CODING).”
T524.000
CLAUSE T524: THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
(1) TERMS T-11 (01-07), ENTITLED “INTERNATIONAL PURCHASE ORDER TERMS AND
CONDITIONS - U.S. GOVERNMENT FIXED PRICE – SUPPLY;”
(2) TERMS T-13 (04-05), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS (PACKAGING,
PACKING, MARKING AND BAR CODING).”
Page 174 of 237
T525.000
THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
(1) TERMS T-1 (01-07), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS GOVERNMENT
FIXED PRICE – SUPPLY;”
(2) PROGRAM ADDENDUM 231 (10-08), ENTITLED “ADDITIONAL GENERAL CONDITIONS GOVERNMENT – FIXED-PRICED SUPPLY FOR C-130J EMPENNAGE;” AND
(3) TERMS T-13 (04-05), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS (PACKAGING,
PACKING, MARKING AND BAR CODING).”
T526.000
BASED ON SELLER’S CERTIFICATION THAT THE ITEMS TO BE PROVIDED PURSUANT TO THIS
ORDER ARE COMMERCIAL ITEMS AS DEFINED IN THE FEDERAL ACQUISITION REGULATIONS,
THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
(1) TERMS T-2 (07-00), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS
COMMERCIAL FIXED PRICE – SUPPLY;”
(2) PROGRAM ADDENDUM 231A (10-08), ENTITLED “ADDITIONAL GENERAL CONDITIONS
COMMERCIAL – FIXED-PRICED SUPPLY FOR C-130J
(3) T-13 (04-05), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS (PACKAGING,
PACKING, MARKING AND BAR CODING);” AND
(4) FAR CLAUSE 52.244-6, ENTITLED “SUBCONTRACTS FOR COMMERCIAL ITEMS” AS IN
EFFECT ON THE DATE OF THE PRIME CONTRACT UNDER WHICH THIS ORDER IS PLACED IS
INCORPORATED HEREIN, EXCEPT THAT THE TERMS “CONTRACTOR” THEREIN SHALL MEAN
“SELLER” AND “CONTRACT” THEREIN SHALL MEAN THIS “ORDER.”
T527.000
THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
(1) TERMS T-11 (01-07), ENTITLED “INTERNATIONAL PURCHASE ORDER TERMS AND
CONDITIONS GOVERNMENT FIXED PRICE – SUPPLY;”
(2) PROGRAM ADDENDUM 231B (10-08), ENTITLED “ADDITIONAL GENERAL CONDITIONS FIXED-PRICED SUPPLY FOR C-130J EMPENNAGE – INTERNATIONAL;” AND
(3) TERMS T-13 (04-05), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS (PACKAGING,
PACKING, MARKING AND BAR CODING
T528.000
CLAUSE T528: THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
(1) TERMS T-11 (01-07), ENTITLED "INTERNATIONAL PURCHASE ORDER TERMS AND
CONDITIONS GOVERNMENT FIXED PRICE - SUPPLY;"
(2) PROGRAM ADDENDUM 229B (10-08), ENTITLED "ADDITIONAL GENERAL CONDITIONS INTERNATIONAL - GOVERNMENT FIXED-PRICED SUPPLY FOR H-60 AND S-70 HELICOPTER
PROGRAMS;" AND
(3) TERMS T-13 (04-05), ENTITLED "PURCHASE ORDER TERMS AND CONDITIONS (PACKAGING,
PACKING, MARKING AND BAR CODING)
T557.000
TERMS T-1 (R. 11/95), "PURCHASE ORDER TERMS AND CONDITIONS (GOVERNMENT) (FIXED
PRICE-SUPPLY)," AND TERMS T-13 (R. 2/96), "PURCHASE ORDER TERMS AND CONDITIONS
(PACKAGING, PACKING, MARKING AND BAR CODING)," PREVIOUSLY TRANSMITTED TO
SELLER, ARE BY THIS REFERENCE MADE A PART HEREOF. NO EXHIBITS TO TERMS T-1 APPLY
TO THIS ORDER. EXHIBIT "A" TO TERMS T-13, APPLIES TO THIS ORDER ONLY IF STANDARD
NOTE T408.000 IS SPECIFIED ON THE FACE HEREOF.
T557.001
TERMS T-1 (R. 11/95), "PURCHASE ORDER TERMS AND CONDITIONS (GOVERNMENT) (FIXED
PRICE-SUPPLY)," AND TERMS T-13 (R. 2/96), "PURCHASE ORDER TERMS AND CONDITIONS
(PACKAGING, PACKING, MARKING AND BAR CODING)," ARE BY THIS REFERENCE MADE A
PART HEREOF. NO EXHIBITS TO TERMS T-1 APPLY TO THIS ORDER. EXHIBIT "A” TO TERMS
T-13, APPLIES TO THIS ORDER ONLY IF NOTE 18Q IS SPECIFIED ON THE FACE HEREOF. THESE
TERMS AND CONDITIONS MAY BE VIEWED VIA THE INTERNET AT:
HTTPS://OASIS.NORTHGRUM.COM; SELECT CONTRACT DATA; AND THEN, UNDER
Page 175 of 237
AEROSTRUCTURES, SELECT TERMS AND CONDITIONS.
T557.002
TERMS T-1 (R. 11/95), "PURCHASE ORDER TERMS AND CONDITIONS (GOVERNMENT) (FIXED
PRICE-SUPPLY)," AND TERMS T-13 (R. 2/96), "PURCHASE ORDER TERMS AND CONDITIONS
(PACKAGING, PACKING, MARKING AND BAR CODING)," ARE BY THIS REFERENCE MADE A
PART HEREOF. NO EXHIBITS TO TERMS T-1 APPLY TO THIS ORDER. EXHIBIT "A" TO TERMS T13, APPLIES TO THIS ORDER ONLY IF NOTE T416 IS SPECIFIED ON THE FACE HEREOF. THESE
TERMS AND CONDITIONS MAY BE VIEWED VIA THE INTERNET AT:
HTTPS://OASIS.NORTHGRUM.COM; SELECT CONTRACT DATA; AND THEN, UNDER
AEROSTRUCTURES, SELECT TERMS AND CONDITIONS.
FOR THE C-17 PROGRAM (CONTRACT F33657-96-C-2059), TERMS T-1 (R. 11/95), "PURCHASE
ORDER TERMS AND CONDITIONS, (GOVERNMENT), (FIXED PRICE--SUPPLY)", REQUIRE
MODIFICATION AS SET FORTH BELOW TO COMPLY WITH PRIME CONTRACT REQUIREMENTS.
ANY CONFLICT BETWEEN ANY OF THE TERMS AND CONDITIONS HEREIN AND THOSE
APPEARING IN TERMS T-1 (R. 11/95) SHALL BE RESOLVED IN FAVOR OF THIS STANDARD NOTE.
A.
IN CONDITION 19, WARRANTY, PARAGRAPH A, CHANGE THE SECOND
SENTENCE FROM:
"THE WARRANTY SET FORTH ABOVE SHALL REMAIN IN EFFECT FOR FORTY-EIGHT (48)
MONTHS AFTER DELIVERY TO BUYER'S CUSTOMER."
TO:
"THE WARRANTY SET FORTH ABOVE SHALL REMAIN IN EFFECT FOR TWELVE (12) MONTHS OR
FIVE THOUSAND (5,000) FLYING HOURS, WHICHEVER FIRST EXPIRES, AFTER DELIVERY OF
EACH PRODUCT TO THE GOVERNMENT (AS USED HEREIN "DELIVERY" SHALL MEAN THE TIME
OF ACCEPTANCE FROM BUYER'S CUSTOMER BY THE GOVERNMENT, INCLUDING EXECUTION
OF DD FROM 250 WHERE REQUIRED."
B.
DELETE CONDITION 57, "ADDITIONAL GOVERNMENT PROVISIONS", IN ITS ENTIRETY AND
IN ITS PLACE INSERT THE FOLLOWING:
"57. ADDITIONAL GOVERNMENT PROVISIONS. THE FOLLOWING FAR AND DFARS CLAUSES
AND RELATED PROVISIONS ARE INCORPORATED HEREIN BY REFERENCE. THE
EFFECTIVE VERSION OF EACH FAR OR DFARS CLAUSE REFERENCED SHALL BE THE
SAME VERSION AS THAT WHICH APPEARS IN BUYER'S PRIME CONTRACT, OR HIGHERTIER SUBCONTRACT UNDER WHICH THIS ORDER IS A SUBCONTRACT, UNLESS
OTHERWISE NOTED.
A.
FAR AND DFARS CLAUSES. WITHIN THE FOLLOWING FAR AND DFARS
CLAUSES, "CONTRACTOR" SHALL MEAN SELLER; "CONTRACTING OFFICER" MEANS
BUYER; "CONTRACT" MEANS THIS ORDER AND "GOVERNMENT" MEANS BUYER OR
THE "GOVERNMENT." HOWEVER, THE TERMS "GOVERNMENT" AND "CONTRACTING
OFFICER" DO NOT CHANGE: (1) IN "GOVERNMENT EQUIPMENT," AND
"GOVERNMENT-OWNED EQUIPMENT," AND (2) WHEN A RIGHT, ACT, AUTHORIZATION
OR OBLIGATION CAN BE GRANTED OR PERFORMED ONLY BY THE GOVERNMENT OR
THE PRIME CONTRACT CONTRACTING OFFICER OR DULY AUTHORIZED
REPRESENTATIVE, (3) WHEN TITLE TO PROPERTY IS TO BE TRANSFERRED
DIRECTLY TO THE GOVERNMENT, (4) WHERE SPECIFICALLY MODIFIED AS NOTED
BELOW, (5) IN FAR'S 52.227-1; 52.227-2; 52.246-23, AND DFARS 252.227-7013, AND 7027. COPIES OF FAR AND DFARS CLAUSES, MAY BE OBTAINED FROM THE
SUPERINTENDENT OF DOCUMENTS, U.S. GOVERNMENT PRINTING OFFICE,
WASHINGTON, D.C. 20402:
(1)
FAR CLAUSES:
52.203-6
"RESTRICTIONS ON SUBCONTRACTOR SALES TO THE GOVERNMENT"
(APPLIES TO ORDERS EXCEEDING $100,000)
52.203-7
"ANTI-KICKBACK PROCEDURES" (EXCEPTING SUBPARAGRAPH (C)(1))
(APPLIES TO ORDERS EXCEEDING $100,000)
52.203-10
"PRICE OR FEE ADJUSTMENT FOR ILLEGAL OR IMPROPER ACTIVITY"
(APPLICABLE IF THIS ORDER EXCEEDS $100,000) (SELLER HEREBY
INDEMNIFIES AND AGREES TO HOLD BUYER HARMLESS FROM ANY PRICE OR
Page 176 of 237
FEE REDUCTION WHICH ARISES OR RESULTS DIRECTLY OR INDIRECTLY
BECAUSE OF ANY VIOLATION BY SELLER OF SUBSECTION 27(A) OF THE OFFICE
OF FEDERAL PROCUREMENT POLICY ACT, AS AMENDED (41 U.S.C. 423) AS
IMPLEMENTED IN FAR)
52.203-12
"LIMITATION ON PAYMENTS TO INFLUENCE CERTAIN FEDERAL
TRANSACTIONS" (APPLICABLE IF THIS ORDER EXCEEDS $100,000) (AS
REQUIRED BY SUBPARAGRAPHS (C)(3) AND (C)(4) OF THIS CLAUSE, SELLER
SHALL SUBMIT TO BUYER, IF APPLICABLE, QUARTERLY DISCLOSURE FORMS
FOR SELLER AND FORWARD TO BUYER ALL SUCH DISCLOSURE FORMS
RECEIVED FROM SUBCONTRACTORS AT ANY TIER)
52.204-2
"SECURITY REQUIREMENTS" (APPLICABLE IF THIS ORDER REQUIRES ACCESS
TO CLASSIFIED MATERIAL) (REFERENCE TO THE "CHANGES CLAUSE" MEANS
THE CHANGES CLAUSE OF THIS ORDER) (DELETE PARAGRAPH (B) AND
SUBSTITUTE THE FOLLOWING IN PLACE THEREOF: (B) THE CONTRACTOR
SHALL COMPLY WITH (1) THE SECURITY AGREEMENT (DD FORM 441,
INCLUDING THE NATIONAL SECURITY PROGRAM OPERATING MANUAL (DOD
5220.22-M), AND (2) ANY REVISIONS TO THAT MANUAL, NOTICE OF WHICH HAS
BEEN FURNISHED TO THE CONTRACTOR.")
52.211-5
"NEW MATERIAL" (ANY NOTICE SHALL BE GIVEN TO BUYER)
52.211-7
"OTHER THAN NEW MATERIAL, RESIDUAL INVENTORY, AND FORMER
GOVERNMENT SURPLUS PROPERTY"
52.211-15
"DEFENSE PRIORITY AND ALLOCATION REQUIREMENTS" (APPLICABLE IF THE
FACE OF THIS ORDER REFLECTS A PRIORITY RATING)
52.215-2
"AUDIT-NEGOTIATION" (APPLICABLE IF THIS ORDER EXCEEDS $25,000)
52.215-22
"PRICE REDUCTION FOR DEFECTIVE COST OR PRICING DATA" (APPLICABLE
IF, IN CONNECTION WITH THE PLACING OF THIS ORDER, A CERTIFICATE OF
CURRENT COST OR PRICING DATA IS REQUIRED TO BE EXECUTED AND
FURNISHED BY SELLER IN ACCORDANCE WITH THE PROVISIONS OF FAR
15.804-2, 15.806, 52.215-24 OR 52.215-25)
52.215-23
"PRICE REDUCTION FOR DEFECTIVE COST OR PRICING
DATA-MODIFICATIONS" (APPLICABLE IF THE FAR 52.215-22 CLAUSE IS NOT
APPLICABLE TO THIS ORDER)
52.215-24
"SUBCONTRACTOR COST OR PRICING DATA" (APPLICABLE IF, IN
CONNECTION WITH THE PLACING OF THIS ORDER, A CERTIFICATE OF
CURRENT COST OR PRICING DATA IS REQUIRED TO BE EXECUTED AND
FURNISHED BY SELLER IN ACCORDANCE WITH THE PROVISIONS OF FAR
15.804-2, FAR 15.806, FAR 52.215-24 OR FAR 52.215-25)
52.215-25
"SUBCONTRACTOR COST OR PRICING DATA-MODIFICATIONS" (APPLICABLE IF
THE FAR 52.215-24 CLAUSE IS NOT APPLICABLE TO THIS ORDER)
52.215-26
"INTEGRITY OF UNIT PRICES" (EXCEPTING PARAGRAPH (C))
52.215-27
"TERMINATION OF DEFINED BENEFIT PENSION PLANS" (APPLICABLE IF THIS
ORDER MEETS THE REQUIREMENTS OF FAR 15.804-8(E))
52.215-39
"REVERSION OR ADJUSTMENT OF PLANS FOR POSTRETIREMENT BENEFITS
OTHER THAN PENSIONS" (APPLICABLE WHEN CERTIFIED COST OR PRICING
DATA IS REQUIRED OR PREAWARD OR POSTAWARD COST DETERMINATIONS
ARE REQUIRED)
52.215-40
"NOTIFICATION OF OWNERSHIP CHANGES"
52.219-8
"UTILIZATION OF SMALL BUSINESS CONCERNS AND SMALL DISADVANTAGED
BUSINESS CONCERNS"
52.219-9
"SMALL BUSINESS AND SMALL DISADVANTAGED BUSINESS
SUBCONTRACTING PLAN" (APPLICABLE IF THIS ORDER IS IN EXCESS OF
$500,000 AND SELLER IS NOT A SMALL BUSINESS CONCERN)
Page 177 of 237
52.222-1
"NOTICE TO GOVERNMENT OF LABOR DISPUTES"
52.223-2
"CLEAN AIR AND WATER (APR 1984)"
52.223-3
"HAZARDOUS MATERIAL IDENTIFICATION AND MATERIAL SAFETY DATA"
(APPLICABLE IF THIS ORDER INVOLVES HAZARDOUS MATERIAL AS DEFINED IN
THE CLAUSE)
52.223-7
"NOTICE OF RADIOACTIVE MATERIALS" (APPLICABLE IF THIS ORDER
REQUIRES DELIVERY OF RADIOACTIVE MATERIAL AS DEFINED IN PARAGRAPH
(A) OF THE CLAUSE)
52.225-10
"DUTY-FREE ENTRY" (APPLIES IF THIS ORDER IDENTIFIES SUPPLIES TO BE
AFFORDED DUTY-FREE ENTRY OR IF FOREIGN SUPPLIES IN EXCESS OF
$10,000 MAY BE IMPORTED INTO THE CUSTOMS TERRITORY OF THE UNITED
STATES)
52.225-11
"RESTRICTIONS ON CERTAIN FOREIGN PURCHASES"
52.227-1
"AUTHORIZATION AND CONSENT"
52.227-2
"NOTICE AND ASSISTANCE REGARDING PATENT AND COPYRIGHT
INFRINGEMENT" (APPLIES IF THIS ORDER EXCEEDS $25,000) (A COPY OF EACH
NOTICE SENT TO THE GOVERNMENT WILL BE SENT TO BUYER)
52.227-10
"FILING OF PATENT APPLICATIONS - CLASSIFIED SUBJECT MATTER"
52.232-17
"INTEREST"
52.234-1
"INDUSTRIAL RESOURCES DEVELOPED UNDER DEFENSE PRODUCTION ACT
TITLE III"
52.242-15
"STOP-WORK ORDER", EXCEPT THAT THE LANGUAGE "90 DAYS" WHEREVER
APPEARING IN PARAGRAPH (A) THEREOF IS CHANGED TO "100 DAYS" AND THE
LANGUAGE "30 DAYS" IN PARAGRAPH (B) THEREOF IS CHANGED TO "20 DAYS".
52.244-6
"SUBCONTRACTS FOR COMMERCIAL ITEMS AND COMMERCIAL
COMPONENTS"
52.245-2
"GOVERNMENT PROPERTY"
52.245-17
"SPECIAL TOOLING"
52.245-18
"SPECIAL TEST EQUIPMENT" (APPLIES IF THIS ORDER PROVIDES THAT
SPECIAL TEST EQUIPMENT OR COMPONENTS MAY BE ACQUIRED OR
FABRICATED FOR THE GOVERNMENT)
52.246-23
"LIMITATION OF LIABILITY"
(2)
DFARS CLAUSES:
252.203-7001
"SPECIAL PROHIBITION ON EMPLOYMENT" (APPLIES IF THIS ORDER EXCEEDS
$25,000)
252.204-7000
"DISCLOSURE OF INFORMATION" (SELLER SHALL SUBMIT REQUESTS THROUGH
BUYER)
252.209-7000
"ACQUISITION FROM SUBCONTRACTORS SUBJECT TO ON-SITE INSPECTION
UNDER THE INTERMEDIATE-RANGE NUCLEAR FORCES (INF) TREATY"
(APPLICABLE IF THIS ORDER EXCEEDS $25,000 AND IS NOT FOR COMMERCIAL
OR COMMERCIAL-TYPE PRODUCTS)
252.211-7000
"ACQUISITION STREAMLINING" (APPLICABLE IF THIS ORDER IS IN EXCESS OF
ONE MILLION DOLLARS ($1 MILLION)) (THE LANGUAGE "CONTRACT DATA
REQUIREMENTS LIST (CDRL)" IN THE CLAUSE IS CHANGED TO "SUBCONTRACT
DATA REQUIREMENTS LIST (SDRL)")
252.215-7003
"INDUSTRIAL MODERNIZATION INCENTIVE PROGRAM" (APPLICABLE WHEN
SELLER IS PARTICIPATING IN A GOVERNMENT APPROVED IMIP)
252.223-7001
"HAZARD WARNING LABELS" (APPLICABLE IF THIS ORDER INVOLVES
Page 178 of 237
HAZARDOUS MATERIAL AS DEFINED IN PARAGRAPH (A) OF THE CLAUSE)
252.223-7002
"SAFETY PRECAUTIONS FOR AMMUNITION AND EXPLOSIVES" (APPLICABLE IF
THIS ORDER REQUIRES DELIVERY OF AMMUNITION OR EXPLOSIVES)
252.223-7003
"CHANGE IN PLACE OF PERFORMANCE - AMMUNITION AND EXPLOSIVES"
(APPLICABLE IF THIS ORDER REQUIRES DELIVERY OF AMMUNITION OR
EXPLOSIVES)
252.225-7001
"BUY AMERICAN ACT AND BALANCE OF PAYMENTS PROGRAM"
252.225-7009
"DUTY-FREE ENTRY -- QUALIFYING COUNTRY END PRODUCTS AND SUPPLIES"
(SELLER SHALL REQUEST NEEDED INFORMATION FROM BUYER)
252.225-7010
"DUTY-FREE ENTRY -- ADDITIONAL PROVISIONS" (SELLER SHALL REQUEST
NEEDED INFORMATION FROM BUYER)
252.225-7014
"PREFERENCE FOR DOMESTIC SPECIALTY METALS" AND "ALTERNATE I"
252.225-7016
"RESTRICTION ON ACQUISITION OF ANTIFRICTION BEARINGS"
252.225-7022
"RESTRICTION ON ACQUISITION OF POLYACRYLONITRILE (PAN) BASED
CARBON FIBER"
252.225-7023
"RESTRICTION ON ACQUISITION OF CARBONYL IRON POWDERS"
252.225-7024
"RESTRICTION ON ACQUISITION OF NIGHT VISION IMAGE INTENSIFIER TUBES
AND DEVICES"
252.225-7025
"FOREIGN SOURCE RESTRICTIONS"
252.225-7038
"RESTRICTION OF ACQUISITION OF AIRCRAFT FUEL CELLS"
252.227-7013
"RIGHTS IN TECHNICAL DATA - NONCOMMERCIAL ITEMS" (NOV 1995 VERSION)
(APPLIES ONLY IF DELIVERY OF DATA IS REQUIRED UNDER THIS ORDER)
252.227-7014
"RIGHTS IN NONCOMMERCIAL COMPUTER SOFTWARE AND NONCOMMERCIAL
COMPUTER SOFTWARE DOCUMENTATION" (JUN 1995 VERSION) (APPLIES ONLY
IF COMPUTER SOFTWARE MAY BE ORIGINATED, DEVELOPED OR DELIVERED
UNDER THIS ORDER)
252.227-7015
"TECHNICAL DATA - COMMERCIAL ITEMS" (NOV 1995 VERSION)
252.227-7016
"RIGHTS IN BID AND PROPOSAL INFORMATION" (JUN 1995 VERSION)
252.227-7018
"RESTRICTIVE MARKINGS ON TECHNICAL DATA" (APPLIES ONLY IF DELIVERY
OF DATA IS REQUIRED OR IF COMPUTER SOFTWARE MAY BE ORIGINATED,
DEVELOPED OR DELIVERED UNDER THIS ORDER)
252.227-7019
"VALIDATION OF ASSERTED RESTRICTIONS - COMPUTER SOFTWARE" (APPLIES
ONLY IF COMPUTER SOFTWARE MAY BE ORIGINATED, DEVELOPED OR
DELIVERED UNDER THIS ORDER)
252.227-7026
"DEFERRED DELIVERY OF TECHNICAL DATA OR COMPUTER SOFTWARE"
(APPLIES ONLY IF DELIVERY OF DATA IS REQUIRED OR IF COMPUTER
SOFTWARE MAY BE ORIGINATED, DEVELOPED OR DELIVERED UNDER THIS
ORDER)
252.227-7027
"DEFERRED ORDERING OF TECHNICAL DATA OR COMPUTER SOFTWARE"
(APPLIES ONLY IF DELIVERY OF DATA IS REQUIRED OR IF COMPUTER
SOFTWARE MAY BE GENERATED AS PART OF PERFORMANCE UNDER THIS
ORDER)
252.227-7030
"TECHNICAL DATA -- WITHHOLDING OF PAYMENT" (APPLICABLE ONLY IF
DELIVERY OF DATA IS REQUIRED BY THIS ORDER)
252.227-7036
"DECLARATION OF TECHNICAL DATA CONFORMITY" (APPLICABLE ONLY IF
DELIVERY OF DATA IS REQUIRED BY THIS ORDER)
252.227-7037
"VALIDATION OF RESTRICTIVE MARKINGS ON TECHNICAL DATA" (APPLICABLE
ONLY IF DELIVERY OF DATA IS REQUIRED BY THIS ORDER)
Page 179 of 237
252.228-7005
"ACCIDENT REPORTING AND INVESTIGATION INVOLVING AIRCRAFT, MISSILES,
AND SPACE LAUNCH VEHICLES"
252.235-7003
"FREQUENCY AUTHORIZATION" (APPLIES IF THIS ORDER CALLS FOR
DEVELOPING, PRODUCING, TESTING, OR OPERATING A DEVICE FOR WHICH A
RADIO FREQUENCY AUTHORIZATION IS REQUIRED)
252.239-7016
"TELECOMMUNICATIONS SECURITY EQUIPMENT, DEVICES, TECHNIQUES AND
SERVICES" (APPLIES IF THIS ORDER CALLS IDENTIFIES CLASSIFIED OR
SENSITIVE INFORMATION THAT REQUIRES SECURING DURING
TELECOMMUNICATIONS AND REQUIRES SECURE TELECOMMUNICATIONS
SYSTEMS)
252.243-7001
"PRICING OF CONTRACT MODIFICATIONS"
252.245-7001
"REPORTS OF GOVERNMENT PROPERTY"
252.246-7001
"WARRANTY OF DATA" (THE WARRANTY PERIOD IN PARAGRAPH (B) IS THREE
YEARS FROM THE GOVERNMENT'S ACCEPTANCE OF THE FINAL ITEMS OF
DATA UNDER THIS ORDER)
252.247-7023
"TRANSPORTATION OF SUPPLIES BY SEA" (APPLICABLE IF THIS ORDER
EXCEEDS $25,000)(REVISE THE FIRST SENTENCE OF PARAGRAPH (E) OF SAID
CLAUSE TO READ "THE FINAL INVOICE MUST INCLUDE THE REQUIRED
REPRESENTATION.")
252.247-7024
"NOTIFICATION OF TRANSPORTATION OF SUPPLIES BY SEA" (APPLICABLE IF
THIS ORDER EXCEEDS $25,000 AND SELLER HAS INDICATED THAT IT DID NOT
ANTICIPATE TRANSPORTING BY SEA ANY SUPPLIES, AS DEFINED IN DFARS
252.247-7023 IN PERFORMING THIS ORDER)
252.249-7001
"NOTIFICATION OF SUBSTANTIAL IMPACT ON EMPLOYMENT" (APPLIES IF THIS
ORDER IS FOR $500,000 OR MORE)
252.249-7002
"NOTIFICATION OF ANTICIPATED CONTRACT TERMINATION OR REDUCTION"
(APPLIES IF THIS ORDER IS FOR $500,000 OR MORE)
(3)
IF THIS ORDER INVOLVES THE PERFORMANCE OF EXPERIMENTAL,
DEVELOPMENTAL, OR RESEARCH WORK, THE FAR 52.227-12 "PATENT RIGHTS RETENTION BY THE CONTRACTOR (LONG FORM)" CLAUSE SHALL APPLY,
EXCEPT THAT IF SELLER IS A "SMALL BUSINESS FIRM" OR A "NONPROFIT
ORGANIZATION" (AS THOSE TERMS ARE DEFINED IN FAR 27.301), THE FAR
52.227-11 "PATENT RIGHTS - RETENTION BY THE CONTRACTOR (SHORT FORM)"
CLAUSE AND THE DFARS 252.227-7034 "PATENTS - SUBCONTRACTS" CLAUSE
SHALL APPLY.
TO QUALIFY FOR THE FAR 52.227-11 CLAUSE, SELLER MAY BE
REQUIRED TO CERTIFY THAT IT IS EITHER A SMALL BUSINESS FIRM OR A
NONPROFIT ORGANIZATION. REGARDLESS OF WHICH PATENT RIGHTS
CLAUSE IS APPLICABLE, SELLER SHALL SUBMIT TO BUYER A FINAL REPORT,
WITHIN 2 MONTHS AFTER COMPLETION OF THE WORK UNDER THIS ORDER,
LISTING ALL SUBJECT INVENTIONS OR CERTIFYING THAT THERE WERE NO
SUCH INVENTIONS, AND LISTING ALL SUBCONTRACTS AT ANY TIER
HEREUNDER CONTAINING A PATENT RIGHTS CLAUSE OR CERTIFYING THAT
THERE WERE NO SUCH SUBCONTRACTS.
(4)
EXCEPT FOR DATA OR INFORMATION CONSIDERED BY SELLER, ITS
LICENSEE OR ASSIGNEE, TO BE PRIVILEGED AND CONFIDENTIAL, SELLER
SHALL SEND TO BUYER COPIES OF ALL NOTICES, REPORTS AND
CERTIFICATIONS SUBMITTED TO THE CONTRACTING OFFICER OR ANY
REPRESENTATIVE OF THE CONTRACTING OFFICER PURSUANT TO ANY OF THE
CLAUSES INCORPORATED UNDER PARAGRAPH A.(3) ABOVE.
B.
INDEMNITY FOR DEFECTIVE COST OR PRICING DATA. SELLER HEREBY
INDEMNIFIES AND AGREES TO HOLD BUYER HARMLESS FROM ANY AND ALL PRICE
OR COST REDUCTIONS (EXCLUDING BUYER'S APPLICABLE OVERHEAD AND PROFIT
OR FEE) MADE PURSUANT TO THE FAR 52.215-22 "PRICE REDUCTION FOR
Page 180 of 237
DEFECTIVE COST OR PRICING DATA" CLAUSE OR THE FAR 52.215-23 "PRICE
REDUCTION FOR DEFECTIVE COST OR PRICING DATA - MODIFICATIONS" CLAUSE,
OR ANY OTHER PROVISIONS OF THE PRIME CONTRACT OR HIGHER-TIER
SUBCONTRACT UNDER WHICH THIS ORDER IS ISSUED, AND FROM AND AGAINST
ANY AND ALL COST DISALLOWANCES OR NON-RECOGNITIONS OF COSTS UNDER
SUCH PRIME CONTRACT OR SUBCONTRACT, IF SUCH PRICE OR COST REDUCTION,
COST DISALLOWANCE OR NON-RECOGNITION OF COSTS ARISES OR RESULTS
DIRECTLY OR INDIRECTLY BECAUSE:
(1)
SELLER OR ANY SUBCONTRACTOR AT ANY TIER HEREUNDER
FURNISHED COST OR PRICING DATA THAT WERE NOT COMPLETE, ACCURATE
AND CURRENT AS CERTIFIED IN ITS CERTIFICATE OF CURRENT COST OR
PRICING DATA;
(2)
ANY SUBCONTRACTOR OR PROSPECTIVE SUBCONTRACTOR AT ANY
TIER HEREUNDER FURNISHED SELLER OR BUYER COST OR PRICING DATA
THAT WERE NOT COMPLETE, ACCURATE AND CURRENT AS CERTIFIED IN
SELLER'S OR BUYER'S CERTIFICATE OF CURRENT COST OR PRICING DATA; OR
(3)
SELLER OR ANY SUBCONTRACTOR OR PROSPECTIVE
SUBCONTRACTOR AT ANY TIER HEREUNDER FURNISHED DATA OF ANY
DESCRIPTION THAT WERE NOT ACCURATE.
ACCORDINGLY, WITHOUT LIMITATION OF THE FOREGOING, THE PRICE OF
THIS ORDER SHALL BE REDUCED AND THE ORDER SHALL BE MODIFIED IN WRITING
AS NECESSARY TO REFLECT THE FULL AMOUNT OF ANY AND ALL SUCH PRICE OR
COST REDUCTIONS AND ANY AND ALL SUCH COST DISALLOWANCES OR NONRECOGNITIONS OF COSTS. THE RIGHTS AND REMEDIES OF BUYER UNDER OR
PURSUANT TO THIS INDEMNITY SHALL BE CUMULATIVE AND ADDITIONAL TO ANY
OTHER OR FURTHER RIGHTS AND REMEDIES PROVIDED UNDER THIS ORDER OR AT
LAW OR IN EQUITY. (NOTE: ANY AGREEMENT BETWEEN SELLER AND ITS
SUBCONTRACTORS, SHALL NOT GIVE SELLER OR ANY SUBCONTRACTOR AT ANY
TIER HEREUNDER ANY RIGHT OF APPEAL UNDER THE "DISPUTES" CLAUSE OF THE
PRIME CONTRACT OR HIGHER-TIER SUBCONTRACT.)
C.
FAR PART 31 and DFARS PART 231 COST PRINCIPLES - INDEMNITY. SELLER
RECOGNIZES THAT THIS ORDER IS ISSUED UNDER A PRIME CONTRACT OR
HIGHER-TIER SUBCONTRACT REQUIRING THAT COSTS BE IN ACCORDANCE WITH
SUBPART 31.2 OF THE FEDERAL ACQUISITION REGULATION (FAR), AS IN EFFECT ON
THE DATE OF THE PRIME CONTRACT AND, UNLESS PARAGRAPH B OF THIS
CONDITION IS APPLICABLE, SUCH COSTS MUST ALSO BE IN ACCORDANCE WITH
SUBPART 231.2 OF THE DOD FAR SUPPLEMENT (DFARS), AS IN EFFECT ON THE
DATE OF THE PRIME CONTRACT. SELLER HEREBY INDEMNIFIES AND AGREES TO
HOLD BUYER HARMLESS FROM AND AGAINST ANY AND ALL DISALLOWANCES OR
NON-RECOGNITIONS OF COST OR COSTS UNDER SAID PRIME CONTRACT OR
HIGHER-TIER SUBCONTRACT ARISING, DIRECTLY OR INDIRECTLY, BECAUSE OF ANY
COST OR COSTS TAKEN INTO CONSIDERATION IN THE PRICING OF THIS ORDER OR
ANY PRICE ADJUSTMENTS PURSUANT TO THE "CHANGES" CLAUSE OR ANY OTHER
PROVISION OF THIS ORDER OR TAKEN INTO CONSIDERATION IN DETERMINING ANY
PAYMENTS OR SETTLEMENT AGREEMENTS UNDER THE "TERMINATION" CLAUSE
HEREOF, THAT ARE NOT IN ACCORDANCE WITH THE AFOREMENTIONED FAR
SUBPART 31.2 AND DFARS SUBPART 231.2.
D.
INSPECTION AND AUDIT.
(1)
REPRESENTATIVES OF THE GOVERNMENT SHALL HAVE THE RIGHT
TO INSPECT ALL PREMISES WHERE THIS ORDER IS BEING PERFORMED AND
THE RIGHT TO INSPECT AND TEST ALL GOODS AND ALL MATERIAL AND
WORKMANSHIP AT ALL PLACES AND TIMES INCLUDING, WHEN PRACTICABLE,
DURING THE PERIOD OF MANUFACTURE; AND IF ANY SUCH INSPECTION OR
TEST IS MADE ON THE PREMISES OF SELLER OR A SUBCONTRACTOR, SELLER
SHALL FURNISH AND REQUIRE ITS SUBCONTRACTORS TO FURNISH, WITHOUT
ADDITIONAL CHARGE, ALL REASONABLE FACILITIES AND ASSISTANCE FOR A
SAFE AND CONVENIENT INSPECTION OR TEST.
Page 181 of 237
(2)
SELLER AGREES THAT ITS BOOKS AND RECORDS AND ITS PLANT,
OR SUCH PARTS THEREOF AS MAY BE ENGAGED IN THE PERFORMANCE OF
THIS ORDER, SHALL AT ALL REASONABLE TIMES BE SUBJECT TO INSPECTION
AND AUDIT BY AN AUTHORIZED REPRESENTATIVE OF ANY DEPARTMENT OF
THE UNITED STATES GOVERNMENT.
(3)
SELLER AGREES THAT IF A CLAIM IS FILED ON ANY TERMINATION OF
THIS ORDER FOR THE CONVENIENCE OF BUYER OR THE UNITED STATES
GOVERNMENT, SELLER'S BOOKS AND RECORDS AND ITS PLANT, OR SUCH
PARTS THEREOF AS MAY BE ENGAGED IN THE PERFORMANCE OF THIS
ORDER, SHALL AT ALL REASONABLE TIMES BE SUBJECT TO INSPECTION AND
AUDIT BY AN AUTHORIZED REPRESENTATIVE OF BUYER."
C.
ADD THE FOLLOWING NEW CONDITIONS TO TERMS T-1 (R. 11/95):
"58.
AUDIT. (APPLICABLE IF THIS ORDER EXCEEDS $100,000)
A.
SELLER SHALL MAINTAIN BOOKS, RECORDS, DOCUMENTS AND OTHER
EVIDENCE AND ACCOUNTING PROCEDURES AND PRACTICES, SUFFICIENT TO
PROPERLY REFLECT ALL DIRECT AND INDIRECT COSTS OF WHATEVER NATURE
CLAIMED TO HAVE BEEN INCURRED AND ANTICIPATED TO BE INCURRED IN THE
PERFORMANCE OF THE WORK HEREUNDER.
B.
SELLER'S BOOKS, RECORDS, DOCUMENTS AND OTHER SUPPORTING DATA
SHALL BE MADE AVAILABLE TO THE U.S. GOVERNMENT, FOR INSPECTION AND
AUDIT AS REASONABLY REQUIRED BY BUYER IN CONJUNCTION WITH NEGOTIATION
OF ANY CHANGES HEREUNDER, INCLUDING TERMINATION CLAIMS, OR IN THE
EVENT BUYER ELECTS TO EXERCISE AN OPTION FOR THE PURCHASE OF
ADDITIONAL QUANTITIES OR TO REQUEST A PRICE QUOTATION FOR FOLLOW-ON
ORDERS FOR THE SAME OR SIMILAR PRODUCTS OR SERVICES.
C.
IN ANY OF THE EVENTS SET FORTH IN PARAGRAPH B ABOVE, SELLER SHALL,
UPON REQUEST BY BUYER, FURNISH A STATEMENT OF RELATED HISTORICAL COST
EXPERIENCE BY COST ELEMENT, OR IN SUCH FORM AS STIPULATED BY BUYER,
TOGETHER WITH APPLICABLE PROJECTIONS AND SUPPORTING DATA. SUCH
STATEMENTS SHALL BE BASED ON CURRENT, ACCURATE AND COMPLETE COST
INFORMATION AND SO CERTIFIED BY A RESPONSIBLE OFFICER OF SELLER.
D.
SELLER SHALL CAUSE A LIKE PROVISION TO BE INCLUDED IN ALL LOWERTIER SUBCONTRACTS VALUED OVER $100,000.
E.
BUYER'S AUDIT RIGHTS SHALL BE LIMITED TO THE AUDIT OF DIRECT COST
AND PROJECTIONS USED IN CONNECTION WITH THE WORK HEREUNDER. BUYER
AND SELLER SHALL HAVE THE RIGHT TO RECEIVE APPLICABLE GOVERNMENT
AUDIT REPORTS."
"59.
PURCHASE OF ADDITIONAL PRODUCTS.
A.
SELLER HEREBY GRANTS BUYER THE RIGHT TO PURCHASE, UNDER THE
TERMS AND CONDITIONS OF THIS ORDER, ADDITIONAL QUANTITIES OF THE
PRODUCTS DESCRIBED HEREIN, AS SUCH PRODUCTS MAY CHANGE FROM TIME-TOTIME PURSUANT TO THE CHANGES CLAUSE HEREOF.
B.
THE PRICES FOR SUCH FOLLOW-ON PRODUCTS WILL BE ESTABLISHED BY
NEGOTIATION BETWEEN BUYER AND SELLER AND WILL BE BASED ON
EXTRAPOLATION OF ACTUAL RECURRING COSTS EXPERIENCED BY SELLER IN
PRODUCING THE PRODUCTS (OR LIKE OR SIMILAR PRODUCTS) PREVIOUSLY
DELIVERED TO BUYER AND ON STANDARD AND PROJECTED RECURRING COSTS OF
PRODUCTS (OR LIKE OR SIMILAR PRODUCTS) SCHEDULED FOR FUTURE DELIVERY
TO BUYER UNDER THIS ORDER OR FUTURE ORDERS BETWEEN THE PARTIES.
SUCH PRICES WILL BE ESTABLISHED FOR THE QUANTITY OF PRODUCTS, DELIVERY
RATES, AND DELIVERY SCHEDULES WHICH WILL BE SPECIFIED BY BUYER.
C.
SELLER SHALL FURNISH ITS PRICE PROPOSAL, INCLUDING A STATEMENT OF
ACTUAL COSTS PREVIOUSLY INCURRED, WITHIN THIRTY (30) DAYS AFTER SUCH
REQUEST BY BUYER, OR AT SUCH EARLIER TIME AS MAY BE MUTUALLY AGREED
UPON. SELLER'S COST STATEMENT, COST ESTIMATES AND PROJECTIONS SHALL
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BE SEGREGATED BY COST ELEMENT FOR LABOR, MATERIAL, AND OVERHEAD
COSTS, SUSTAINING ENGINEERING, MANUFACTURING SUPPORT AND PROFIT.
SUCH INFORMATION SHALL BE IN SUCH REASONABLE DETAIL, BUT, IN NO EVENT, IN
LESS DETAIL THAN IN SELLER'S ORIGINAL PRICING PROPOSAL FOR THE PRODUCTS
PURCHASED HEREUNDER, TO ALLOW BUYER TO EVALUATE SELLER'S PRICING
PROPOSAL ON THE BASIS OF ACTUAL COST TRENDS. IN NO EVENT SHALL THE
PROPOSED PRICES INCLUDE ANY ALLOWANCE FOR UNRECOVERED
NONRECURRING OR RECURRING COSTS FROM PREVIOUSLY DELIVERED
PRODUCTS UNDER THIS ORDER OR UNDER OTHER ORDERS BETWEEN THE
PARTIES.
D.
WITHIN SIXTY (60) DAYS AFTER RECEIPT OF SELLER'S PRICE PROPOSAL, OR
AT SUCH OTHER TIMES AS MAY BE MUTUALLY AGREED UPON, BUYER AND SELLER
SHALL NEGOTIATE, IN GOOD FAITH, THE FINAL FIXED PRICES FOR THE QUANTITY
OF ADDITIONAL FOLLOW-ON PRODUCTS TO BE DELIVERED HEREUNDER. DURING
SUCH PERIOD OF TIME, SELLER AGREES TO PROCEED WITH PERFORMANCE TO
MEET BUYER'S NEEDS FOR SUCH FOLLOW-ON PRODUCTS PENDING COMPLETION
OF PRICE NEGOTIATIONS.
E.
IF DELIVERY OF ADDITIONAL PRODUCTS IS MADE PRIOR TO COMPLETION OF
PRICE NEGOTIATIONS, SELLER SHALL BE PAID, ON RECEIPT OF PROPER INVOICES,
EIGHTY PERCENT (80%) OF THE NOT-TO-EXCEED OR OF THE PRICE OF THE LATEST
UNIT FOR WHICH FIRM PRICES HAVE BEEN ESTABLISHED FOR PRODUCTS. IN THE
EVENT THE NEW NEGOTIATED PRICE IS LESS THAN THE EIGHTY PERCENT (80%)
PRICE, THEN ANY RESULTING OVERPAYMENT BY BUYER FOR PRODUCTS SHALL BE
PAID WITHIN 30 DAYS BY SELLER TO BUYER, OR AT BUYER'S OPTION, CREDITED
AGAINST EXISTING UNPAID BILLING. CONVERSELY, IF THE NEW NEGOTIATED PRICE
IS GREATER THAN THE EIGHTY PERCENT (80%) PRICE, THEN ANY RESULTING
UNDERPAYMENT BY BUYER FOR PRODUCTS SHALL BE PAID BY BUYER WITHIN
THIRTY (30) DAYS AFTER RECEIPT OF SELLER'S INVOICE THEREFOR.
F.
IN ADDITION TO THE ABOVE, SELLER SHALL, AT ANY TIME OR TIMES DEEMED
DESIRABLE BY BUYER FOR THE PURPOSE OF PRICING ITS PRODUCTS FOR FUTURE
DELIVERY, FURNISH PRICE QUOTATIONS FOR SUCH FOLLOW-ON QUANTITIES OF
THE PRODUCTS, OR DERIVATIVE VERSIONS THEREOF, AS MAY BE REQUESTED BY
BUYER. PRICES QUOTED IN RESPONSE TO SUCH REQUESTS SHALL BE CEILING
PRICES SUBJECT TO DOWNWARD NEGOTIATION ONLY AND CONSISTENT WITH, AND
RECONCILABLE TO, SELLER'S COSTS, AS REPORTED PURSUANT TO OTHER
PROVISIONS HEREOF. FINAL PRICES WILL BE ESTABLISHED AND NEGOTIATED IN
ACCORDANCE WITH THE PROVISIONS OF THIS CLAUSE."
60.
SPARES PROVISIONING. BUYER MAY, AT ITS OPTION, ORDER SPARE QUANTITIES OF
PRODUCTS SET FORTH IN THIS ORDER. THE PRICE FOR INITIAL AND/OR
REPLENISHMENT SPARE PARTS FOR THE PRODUCTS ACQUIRED HEREUNDER WILL NOT
EXCEED THE PRICE OF THE PRODUCTION SUPPLIES ORDERED UNDER THIS ORDER TO
THE EXTENT SUCH SPARE PARTS' ORDER OCCURS DURING SELLER'S PRODUCTION RUN
OF SUCH SUPPLIES, EXCEPT FOR SPECIAL HANDLING AND PACKAGING COSTS
ASSOCIATED WITH THE SPARE PARTS. FOR OTHER SPARES PARTS ORDERED OUTSIDE
OF SELLER'S PRODUCTION RUN, SELLER SHALL MAKE A "BEST EFFORTS" (BASED ON
THE LEAD TIME OF THE SPARE PART) TO PRICE AT PRODUCTION PRICES SET FORTH IN
THIS ORDER. IF BUYER'S REQUESTED DELIVERY DATE DOES NOT ALLOW THE SPARE
PARTS ORDERED TO BE PRICED AT THE PRODUCTION RUN PRICES SET FORTH IN THIS
ORDER, SELLER SHALL INFORM BUYER OF THE BEST DELIVERY DATE THAT WILL ALLOW
PRICING AT PRODUCTION PRICES. BUYER MAY ISSUE SUCH SPARE PARTS ORDER
UNDER THIS ORDER OR UNDER A SEPARATE SPARE PARTS ORDER INCORPORATING
THE TERMS AND CONDITIONS OF THIS ORDER."
"61. WORK LOCATION. SELLER SHALL NOT TRANSFER ANY MAJOR PORTION OF THE WORK
IT IS PERFORMING HEREUNDER TO ANOTHER LOCATION WITHOUT THE PRIOR WRITTEN
APPROVAL OF BUYER. IN THE EVENT SELLER AWARDS A LOWER-TIER SUBCONTRACT
TO ANY NON-U.S. SUPPLIER, ANY TECHNICAL DATA TO BE PROVIDED TO SUCH SUPPLIER
SHALL BE COORDINATED WITH BUYER IN ADVANCE TO ENSURE ANY NECESSARY
EXPORT LICENSES ARE OBTAINED PRIOR TO TRANSFER OF SUCH TECHNICAL DATA."
"62. SELLER LIABILITY FOR BREAKOUT OF SUPPORT EQUIPMENT, SPARES, REPAIR OR
Page 183 of 237
REPARABLES, RETROFIT AND MODIFICATIONS.
A.
SELLER WARRANTS THE ACCURACY AND COMPLETENESS OF ITS AND ITS
SUBCONTRACTORS' NEWLY DEVELOPED AND/OR DEVELOPMENTALLY MODIFIED
DESIGN DISCLOSURE DRAWING(S) FOR GOVERNMENT USE AND/OR GOVERNMENT
BREAKOUT TO THIRD PARTIES SKILLED IN THE APPLICABLE ART IN THE
MANUFACTURE, RETROFIT, REPAIR OF MODIFICATION OF C-17 ITEMS. WITH
RESPECT TO THE ABOVE ENGINEERING DATA, SELLER MAKES NO WARRANTIES
EXPRESS OR IMPLIED INCLUDING BUT NOT LIMITED TO THE WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. SELLER SHALL IN
NO EVENT BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES RESULTING
FROM THE MISUSE OF (DEVIATION FROM) THE REQUIREMENTS SPECIFIED ON THE
DESIGN DISCLOSURE DRAWINGS.
B.
SELLER SHALL NOT BE HELD LIABLE FOR CLAIMS OR INCIDENTAL OR
CONSEQUENTIAL DAMAGES ARISING OUT OF THE GOVERNMENT'S MISUSE OF OR
THE GOVERNMENT BREAKOUT OF CONTROL DRAWINGS TO THIRD PARTIES
WHEREIN (1) THE ITEMS OR COMPONENTS ARE MANUFACTURED TO NEW THIRD
PARTY OR GOVERNMENT DESIGN; AND/OR (2) THE THIRD PARTIES OR THE
GOVERNMENT SUBSTITUTE MATERIAL SPECIFICATIONS AND/OR MANUFACTURING
PROCESSES OTHER THAN SELLER'S MATERIAL AND/OR PROCESS SPECIFICATIONS
SPECIFIED ON SELLER'S OR ITS SUBCONTRACTORS' ENGINEERING DATA; AND/OR
(3) THE THIRD PARTIES OR THE GOVERNMENT MANUFACTURE, REPAIR, RETROFIT,
OR MODIFY ITEMS OR COMPONENTS TO ENGINEERING DATA DEVELOPED BY THIRD
PARTIES OR THE GOVERNMENT TO FORM, FIT AND FUNCTION REQUIREMENTS
DEPICTED ON C-17 CONTROL DRAWINGS."
"63.
PROVISIONAL ACCEPTANCE.
A.
IF AT THE DELIVERY DATE STATED HEREIN THE SUPPLIES ARE NOT
COMPLETE OR OTHERWISE ARE NOT IN CONFORMITY WITH THE REQUIREMENTS
OF THIS ORDER, BUYER MAY, NEVERTHELESS, DIRECT THEIR DELIVERY AND MAY
PROVISIONALLY ACCEPT THEM UPON SUCH INSPECTION OF THE SUPPLIES AS
BUYER SHALL DEEM APPROPRIATE. PROVISIONALLY ACCEPTED SUPPLIES SHALL
BE COMPLETED OR OTHERWISE BROUGHT INTO CONFORMITY WITH ORDER
REQUIREMENTS BY SELLER AT SELLER'S EXPENSE AND AS DIRECTED BY BUYER.
ALTERNATIVELY, BUYER MAY ELECT TO EITHER PERFORM SUCH WORK AT
SELLER'S EXPENSE OR TO RETAIN THE NON-CONFORMING SUPPLIES, IN WHICH
EVENT THE PRICE SHALL BE EQUITABLY REDUCED.
B.
IF SUPPLIES ARE OTHERWISE READY FOR DELIVERY HEREUNDER PRIOR TO
COMPLETION OF THE QUALIFICATION TESTS REQUIRED BY THIS ORDER OR BY ANY
PRIOR ORDER WITH SELLER FOR SUPPLIES OF THE TYPE TO BE DELIVERED
HEREUNDER, BUYER MAY NEVERTHELESS DIRECT THE SELLER TO DELIVER SUCH
SUPPLIES AND MAY PROVISIONALLY ACCEPT SUCH SUPPLIES UPON (1)
SATISFACTORY COMPLETION BY SELLER OF THE ACCEPTANCE TESTS FOR THE
SUPPLIES CONCERNED, AND (2) SUCH OTHER INSPECTION OF THE SUPPLIES AS
BUYER MAY DEEM APPROPRIATE. IN THE EVENT THAT SUPPLIES HAVE BEEN
PROVISIONALLY ACCEPTED HEREUNDER, SELLER SHALL, AS A CONDITION
PRECEDENT TO FINAL ACCEPTANCE, BE OBLIGATED TO COMPLETE SUCH
QUALIFICATION TESTS SUCCESSFULLY AND TO INCORPORATE IN ALL SUCH
SUPPLIES AT NO INCREASE IN ORDER PRICE, (1) ALL CORRECTIONS OF A TYPE
REQUIRED TO PASS QUALIFICATION TESTS, AND (2) REPLACEMENT FOR
NON-APPROVED, NON-STANDARD PARTS.
C.
PENDING FINAL ACCEPTANCE OF SUPPLIES WHICH HAVE BEEN
PROVISIONALLY ACCEPTED, BUYER MAY, IN ITS DISCRETION, WITHHOLD SUCH
PORTION OF THE ORDER PRICE AS MAY BE APPROPRIATE.
D.
NOTHING IN THIS CLAUSE SHALL AFFECT THE SELLER'S OBLIGATION UNDER
OTHER CLAUSES OF THIS ORDER."
T557.003
THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
(1) TERMS T-1 (R. 2-00), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS
Page 184 of 237
GOVERNMENT FIXED PRICE – SUPPLY;”
(2) PROGRAM ADDENDUM 200 (2/00), ENTITLED “ADDITIONAL GENERAL CONDITIONS (FIXED
PRICE) FOR C-17 AIRCRAFT;” AND
(3) TERMS T-13 (R. 2/96), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS
(PACKAGING, PACKING, MARKING AND BAR CODING).”
T557.004
THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
(1) TERMS T-1 (R. 2-00), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS
GOVERNMENT FIXED PRICE – SUPPLY;”
(2) PROGRAM ADDENDUM 200 (2/00), ENTITLED “ADDITIONAL GENERAL CONDITIONS (FIXED
PRICE) FOR C-17 AIRCRAFT;” AND
(3) TERMS T-13 (R. 4-00), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS
(PACKAGING, PACKING, MARKING AND BAR CODING).”
T557.005
T557.006
THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
(1)
TERMS T-1 (R. 7-00), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS
GOVERNMENT FIXED PRICE – SUPPLY;”
(2)
PROGRAM ADDENDUM 200 (7-00), ENTITLED “ADDITIONAL GENERAL CONDITIONS (FIXED
PRICE) FOR C-17 AIRCRAFT;” AND
(3)
TERMS T-13 (R. 7-00), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS
(PACKAGING, PACKING, MARKING AND BAR CODING).”
THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
(1) TERMS T-1 (R. 7-00), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS
GOVERNMENT FIXED PRICE – SUPPLY;”
T557.007
T557.008
T558.000
(2)
PROGRAM ADDENDUM 200 (7-00), ENTITLED “ADDITIONAL GENERAL CONDITIONS (FIXED
PRICE) FOR C-17 AIRCRAFT;” AND
(3)
TERMS T-13 (R. 7-00), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS
(PACKAGING, PACKING, MARKING AND BAR CODING).”
THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
(1)
TERMS T-1 (09-01), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS
GOVERNMENT FIXED PRICE – SUPPLY;”
(2)
PROGRAM ADDENDUM 200 (10-01), ENTITLED “ADDITIONAL GENERAL CONDITIONS
(FIXED PRICE) FOR C-17 AIRCRAFT;” AND
(3)
TERMS T-13 (R. 7-00), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS
(PACKAGING, PACKING, MARKING AND BAR CODING).”
THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
(4)
TERMS T-1 (09-01), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS
GOVERNMENT FIXED PRICE – SUPPLY;”
(5)
PROGRAM ADDENDUM 200 (10-01), ENTITLED “ADDITIONAL GENERAL CONDITIONS
(FIXED PRICE) FOR C-17 AIRCRAFT;” AND
(6)
TERMS T-13 (04-05), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS
(PACKAGING, PACKING, MARKING AND BAR CODING).”
TERMS T-1 (R. 11/95), “PURCHASE ORDER TERMS AND CONDITIONS (GOVERNMENT) (FIXED
PRICE-SUPPLY)”, EXHIBIT “A” TO TERMS T-1 (R. 11/95), “C-17 PROGRAM (SUBCONTRACT B-15687-005)”, AND TERMS T-13 (R. 2/96), “PURCHASE ORDER TERMS AND CONDITIONS
(PACKAGING, PACKING, MARKING AND BAR CODING),” PREVIOUSLY TRANSMITTED TO
SELLER, ARE BY THIS REFERENCE MADE A PART HEREOF. NO OTHER EXHIBITS TO TERMS TPage 185 of 237
1 APPLY TO THIS ORDER. FURTHERMORE, EXHIBIT “A” TO TERMS T-13, APPLIES TO THIS
ORDER ONLY IF STANDARD NOTE T408.000 IS SPECIFIED ON THE FACE HEREOF.
T558.001
TERMS T-1 (R. 11/95), “PURCHASE ORDER TERMS AND CONDITIONS (GOVERNMENT) (FIXED
PRICE-SUPPLY)”, EXHIBIT “A’ TO TERMS T-1 (R. 11/95), “C-17 PROGRAM (SUBCONTRACT B-1
56-87-005)”, AND TERMS T-1 3 (R. 2/96), “PURCHASE ORDER TERMS AND CONDITIONS
(PACKAGING, PACKING, MARKING AND BAR CODING),” ARE BY THIS REFERENCE MADE A PART
HEREOF. NO OTHER EXHIBITS TO TERMS T-1 APPLY TO THIS ORDER. FURTHERMORE,
EXHIBIT”A” TO TERMS T-13, APPLIES TO THIS ORDER ONLY IF NOTE 18Q IS SPECIFIED ON THE
FACE HEREOF. THESE TERMS AND CONDITIONS MAY BE VIEWED VIA THE INTERNET AT:
HTTPS://OASIS.NORTHGRUM.COM; SELECT CONTRACT DATA; AND THEN, UNDER
AEROSTRUCTURES, SELECT TERMS AND CONDITIONS.
T558.002
TERMS T-1 (R. 11/95), “PURCHASE ORDER TERMS AND CONDITIONS (GOVERNMENT) (FIXED
PRICE-SUPPLY)”, EXHIBIT “A” TO TERMS T-1 (R. 11/95), “C-17 PROGRAM (SUBCONTRACT B-15687-005)”, AND TERMS T-13 (R. 2/96), “PURCHASE ORDER TERMS AND CONDITIONS
(PACKAGING, PACKING, MARKING AND BAR CODING),” ARE BY THIS REFERENCE MADE A PART
HEREOF. NO OTHER EXHIBITS TO TERMS T-1 APPLY TO THIS ORDER. FURTHERMORE,
EXHIBIT “A” TO TERMS T-13, APPLIES TO THIS ORDER ONLY IF NOTE T416 IS SPECIFIED ON
THE FACE HEREOF. THESE TERMS AND CONDITIONS MAY BE VIEWED VIA THE INTERNET AT:
HTTPS://OASIS.NORTHGRUM.COM; SELECT CONTRACT DATA; AND THEN, UNDER
AEROSTRUCTURES, SELECT TERMS AND CONDITIONS.
T559.000
TERMS T-1 (R. 11/95), “PURCHASE ORDER TERMS AND CONDITIONS (GOVERNMENT) (FIXED
PRICE-SUPPLY),” EXHIBIT “B” TO TERMS T-1 (R. 11/95), “F-15 RUDDER ASSEMBLY PROGRAM
(PRIME CONTRACT NO. F09603-94-C-1419),” AND TERMS T-13 (R. 2/96), “PURCHASE ORDER
TERMS AND CONDITIONS (PACKAGING, PACKING, MARKING AND BAR CODING),” PREVIOUSLY
TRANSMITTED TO SELLER, ARE BY THIS REFERENCE MADE A PART HEREOF. NO OTHER
EXHIBITS TO TERMS T-1 APPLY TO THIS ORDER. FURTHERMORE, EXHIBIT “A” TO TERMS T-13,
APPLIES TO THIS ORDER ONLY IF STANDARD NOTE T408.000 IS SPECIFIED ON THE FACE
HEREOF.
T559.001
TERMS T-1 (R. 11/95), “PURCHASE ORDER TERMS AND CONDITIONS (GOVERNMENT) (FIXED
PRICE-SUPPLY),” EXHIBIT “B” TO TERMS T-1 (R. 11/95), “F-15 RUDDER ASSEMBLY PROGRAM
(PRIME CONTRACT NO. F09603-94-C-1419),” AND TERMS T-13 (R. 2/96), “PURCHASE ORDER
TERMS AND CONDITIONS (PACKAGING, PACKING, MARKING AND BAR CODING),” ARE BY THIS
REFERENCE MADE A PART HEREOF. NO OTHER EXHIBITS TO TERMS T-1 APPLY TO THIS
ORDER. FURTHERMORE, EXHIBIT “A” TO TERMS T-13, APPLIES TO THIS ORDER ONLY IF NOTE
18Q IS SPECIFIED ON THE FACE HEREOF. THESE TERMS AND CONDITIONS MAY BE VIEWED
VIA THE INTERNET AT: HTTPS://OASIS.NORTHGRUM.COM; SELECT CONTRACT DATA; AND
THEN, UNDER AEROSTRUCTURES, SELECT TERMS AND CONDITIONS.
T559.002
TERMS T-1 (R. 11/95), “PURCHASE ORDER TERMS AND CONDITIONS (GOVERNMENT) (FIXED
PRICE-SUPPLY),” EXHIBIT “B” TO TERMS T-1 (R. 11/95), “F-15 RUDDER ASSEMBLY PROGRAM
(PRIME CONTRACT NO. F09603-94-C-1419),” AND TERMS T-13 (R. 2/96), “PURCHASE ORDER
TERMS AND CONDITIONS (PACKAGING, PACKING, MARKING AND BAR CODING),” ARE BY THIS
REFERENCE MADE A PART HEREOF. NO OTHER EXHIBITS TO TERMS T-1 APPLY TO THIS
ORDER. FURTHERMORE, EXHIBIT “A” TO TERMS T-13, APPLIES TO THIS ORDER ONLY IF NOTE
T416 IS SPECIFIED ON THE FACE HEREOF. THESE TERMS AND CONDITIONS MAY BE VIEWED
VIA THE INTERNET AT: HTTPS://OASIS.NORTHGRUM.COM; SELECT CONTRACT DATA; AND
THEN, UNDER AEROSTRUCTURES, SELECT TERMS AND CONDITIONS.
T560.000
TERMS T-4 (R. 3/96), “PURCHASE ORDER TERMS AND CONDITIONS (GOVERNMENT) (FIXED
PRICE-SERVICES),” PREVIOUSLY TRANSMITTED TO SELLER, IS BY THIS REFERENCE MADE A
PART HEREOF. NO EXHIBITS TO TERMS T-4 APPLY TO THIS ORDER.
T560.001
TERMS T-4 (R. 3/96), “PURCHASE ORDER TERMS AND CONDITIONS (GOVERNMENT) (FIXED
PRICE-SERVICES),” IS BY THIS REFERENCE MADE A PART HEREOF. NO EXHIBITS TO TERMS
T-4 APPLY TO THIS ORDER. THESE TERMS AND CONDITIONS MAY BE VIEWED VIA THE
INTERNET AT: HTTPS://OASIS.NORTHGRUM.COM; SELECT CONTRACT DATA; AND THEN,
Page 186 of 237
UNDER AEROSTRUCTURES, SELECT TERMS AND CONDITIONS.
T560.002
TERMS T-4 (R. 7-00), “PURCHASE ORDER TERMS AND CONDITIONS GOVERNMENT FIXED
PRICE-SERVICES,” IS BY THIS REFERENCE MADE A PART HEREOF.
T560.003
CLAUSE T560: TERMS T-4 (R. 01-07), "PURCHASE ORDER TERMS AND CONDITIONS
GOVERNMENT FIXED PRICE-SERVICES," IS BY THIS REFERENCE MADE A PART HEREOF.
T561.000
TERMS T-4 (R. 3/96), “PURCHASE ORDER TERMS AND CONDITIONS (GOVERNMENT) (FIXED
PRICE-SERVICES),” AND EXHIBIT “A” TO TERMS T-4 (R. 3/96), “NASA PROGRAMS,” PREVIOUSLY
TRANSMITTED TO SELLER, ARE BY THIS REFERENCE MADE A PART HEREOF. NO OTHER
EXHIBITS TO TERMS T-4 APPLY TO THIS ORDER.
T561.001
TERMS T-4 (R. 3/96), “PURCHASE ORDER TERMS AND CONDITIONS (GOVERNMENT) (FIXED
PRICE-SERVICES),” AND EXHIBIT “A” TO TERMS T-4 (R. 3/96), “NASA PROGRAMS,” ARE BY THIS
REFERENCE MADE A PART HEREOF. NO OTHER EXHIBITS TO TERMS T-4 APPLY TO THIS
ORDER. THESE TERMS AND CONDITIONS MAY BE VIEWED VIA THE INTERNET AT:
HTTPS://OASIS.NORTHGRUM.COM; SELECT CONTRACT DATA; AND THEN, UNDER
AEROSTRUCTURES, SELECT TERMS AND CONDITIONS.
T562.000
TERMS T-5 (R. 3/96), “PURCHASE ORDER TERMS AND CONDITIONS (GOVERNMENT) (TIME
BASIS –SERVICES),” PREVIOUSLY TRANSMITTED TO SELLER, IS BY THIS REFERENCE MADE A
PART HEREOF. NO EXHIBITS TO TERMS T-5 APPLY TO THIS ORDER.
T562.001
TERMS T-5 (R. 3/96), “PURCHASE ORDER TERMS AND CONDITIONS (GOVERNMENT) (TIME
BASIS –SERVICES),” IS BY THIS REFERENCE MADE A PART HEREOF. NO EXHIBITS TO TERMS
T-5 APPLY TO THIS ORDER. THESE TERMS AND CONDITIONS MAY BE VIEWED VIA THE
INTERNET AT: HTTPS://OASIS.NORTHGRUM.COM; SELECT CONTRACT DATA; AND THEN,
UNDER AEROSTRUCTURES, SELECT TERMS AND CONDITIONS.
T562.002
TERMS T-5 (R. 7-00), “PURCHASE ORDER TERMS AND CONDITIONS GOVERNMENT TIME
BASIS-SERVICES,” IS BY THIS REFERENCE MADE A PART HEREOF.
T563.000
TERMS T-5 (R. 3/96), “PURCHASE ORDER TERMS AND CONDITIONS (GOVERNMENT) (TIME
BASIS –SERVICES),” AND EXHIBIT “A” TO TERMS T-5 (R. 3/96), “NASA PROGRAMS,” PREVIOUSLY
TRANSMITTED TO SELLER, ARE BY THIS REFERENCE MADE A PART HEREOF. NO OTHER
EXHIBITS TO TERMS T-5 APPLY TO THIS ORDER.
T563.001
TERMS T-5 (R. 3/96), “PURCHASE ORDER TERMS AND CONDITIONS (GOVERNMENT) (TIME
BASIS –SERVICES),” AND EXHIBIT “A” TO TERMS T-5 (R. 3/96), “NASA PROGRAMS,” ARE BY THIS
REFERENCE MADE A PART HEREOF. NO OTHER EXHIBITS TO TERMS T-5 APPLY TO THIS
ORDER. THESE TERMS AND CONDITIONS MAY BE VIEWED VIA THE INTERNET AT:
HTTPS://OASIS.NORTHGRUM.COM; SELECT CONTRACT DATA; AND THEN, UNDER
AEROSTRUCTURES, SELECT TERMS AND CONDITIONS.
T564.000
TERMS T-26 (R. 12/95), “PURCHASE ORDER TERMS AND CONDITIONS – VALUE ENGINEERING
INCENTIVE CLAUSE,” PREVIOUSLY TRANSMITTED TO SELLER, IS BY THIS REFERENCE MADE A
PART HEREOF.
T564.001
TERMS T-26 (R. 12/95), “PURCHASE ORDER TERMS AND CONDITIONS – VALUE ENGINEERING
INCENTIVE CLAUSE,” IS BY THIS REFERENCE MADE A PART HEREOF. THESE TERMS AND
CONDITIONS MAY BE VIEWED VIA THE INTERNET AT: HTTPS://OASIS.NORTHGRUM.COM;
SELECT CONTRACT DATA; AND THEN, UNDER AEROSTRUCTURES, SELECT TERMS AND
CONDITIONS.
T565.000
TERMS T-32 (R. 12/95), “GENERAL TERMS AND CONDITIONS (CONSTRUCTION, ALTERATION OR
REPAIR OF REAL PROPERTY),” PREVIOUSLY TRANSMITTED TO SELLER, IS BY THIS
REFERENCE MADE A PART HEREOF. NO EXHIBITS TO TERMS T-32 APPLY TO THIS ORDER.
Page 187 of 237
T565.001
TERMS T-32 (R. 12/95), “GENERAL TERMS AND CONDITIONS (CONSTRUCTION, ALTERATION OR
REPAIR OF REAL PROPERTY),” IS BY THIS REFERENCE MADE A PART HEREOF. NO EXHIBITS
TO TERMS T-32 APPLY TO THIS ORDER. THESE TERMS AND CONDITIONS MAY BE VIEWED VIA
THE INTERNET AT: HTTPS://OASIS.NORTHGRUM.COM; SELECT CONTRACT DATA; AND THEN,
UNDER AEROSTRUCTURES, SELECT TERMS AND CONDITIONS.
T565.002
TERMS T-32 (R. 7-00), “GENERAL TERMS AND CONDITIONS (CONSTRUCTION, ALTERATION OR
REPAIR OF REAL PROPERTY),” IS BY THIS REFERENCE MADE A PART HEREOF.
T565.003
CLAUSE T565: TERMS T-32 (R. 8-01), "GENERAL TERMS AND CONDITIONS (CONSTRUCTION,
ALTERATION OR REPAIR OF REAL PROPERTY)," IS BY THIS REFERENCE MADE A PART
HEREOF.
T565.004
CLAUSE T565: TERMS T-32 (11-04), "GENERAL TERMS AND CONDITIONS (CONSTRUCTION,
ALTERATION OR REPAIR OF REAL PROPERTY)," IS BY THIS REFERENCE MADE A PART
HEREOF.
T565.005
CLAUSE T565: TERMS T-32 (01-07), "GENERAL TERMS AND CONDITIONS (CONSTRUCTION,
ALTERATION OR REPAIR OF REAL PROPERTY)," IS BY THIS REFERENCE MADE A PART
HEREOF.
T565.006
CLAUSE T565: TERMS T-32 (12-10), "CONSTRUCTION, ALTERATION, OR REPAIR OF REAL
PROPERTY TERMS AND CONDITIONS" IS BY THIS REFERENCE MADE A PART HEREOF.
T565
The terms and conditions applicable to this [document type] are Buyer’s T-32 terms, entitled
"Construction, Alteration, or Repair of Real Property Terms and Conditions", in effect as of the date
hereof, which are incorporated herein by reference. The terms and conditions may be accessed at
Buyer’s Internet site: http://www.vought.com/suppliers/. This [document type] is issued in support of a
[procurement type] procurement, for the Program(s) designated below.
(11-8-11)
Seller shall comply with the quality requirements set forth in Buyer's Supplier Quality Assurance
Requirements (SQAR) Manual, as modified from time to time. Seller shall also comply with any and all
revisions to Buyer's SQAR Manual and it is Seller's obligation to monitor any such revisions. Buyer’s
SQAR Manual is posted on the Buyer's Internet site.
Remittance instructions: Seller's invoice(s) must include: complete Order number, Order item
number(s), part number(s), part serial number(s) (if serialized), unit of measure, and unit price. Mail
original invoice to:
Triumph Aerostructures – Vought Aircraft Division
Attention: Accounts Payable, M/S 220-12
P.O. Box 655907
Dallas, TX 75265-5907
T565
(1-15-14)
The terms and conditions applicable to this [document type] are Buyer’s T-32 terms, entitled
"Construction, Alteration, or Repair of Real Property Terms and Conditions", in effect as of the date
hereof, which are incorporated herein by reference. The terms and conditions may be accessed at
Buyer’s Internet site: http://www.vought.com/suppliers/. This [document type] is issued in support of a
[procurement type] procurement, for the Program(s) designated below.
Seller shall comply with the quality requirements set forth in Buyer's Supplier Quality Assurance
Requirements (SQAR) Manual, as modified from time to time. Seller shall also comply with any and all
revisions to Buyer's SQAR Manual and it is Seller's obligation to monitor any such revisions. Buyer’s
SQAR Manual is posted on the Buyer's Internet site.
Remittance instructions: Seller's invoice(s) must include: complete Order number, Order item
number(s), part number(s), part serial number(s) (if serialized), unit of measure, and unit price. Mail
original invoice to:
Triumph Aerostructures – Vought Aircraft Division
Attention: Accounts Payable
Page 188 of 237
1401 Nolan Ryan Expressway
Suite 300
Arlington, TX 76011
T566.000
ATTACHMENT CAS4144 (4/93) “COST ACCOUNTING STANDARDS”, FORM 1-41623 (REF: FAR
52.230-2), AND ATTACHMENT CAS4146 (4/93) “ADMINISTRATION OF COST ACCOUNTING
STANDARDS”, FORM 1-41621 (REF: FAR 52.230-5), ARE ATTACHED HERETO AND BY THIS
REFERENCE MADE A PART HEREOF. ANY REFERENCE WITHIN THE TERMS AND CONDITIONS
OF THIS ORDER TO TERMS T-51 IS HEREBY DELETED.
T566.001
ATTACHMENT CAS4144 (7/97) “COST ACCOUNTING STANDARDS”, FORM 1-41623 (REF: FAR
52.230-2), AND ATTACHMENT CAS4146 (7/97) “ADMINISTRATION OF COST ACCOUNTING
STANDARDS”, FORM 1-41621 (REF: FAR 52.230-5), ARE ATTACHED HERETO AND BY THIS
REFERENCE MADE A PART HEREOF. ANY REFERENCE WITHIN THE TERMS AND CONDITIONS
OF THIS ORDER TO TERMS T-51 IS HEREBY DELETED.
T567.000
ATTACHMENT CAS4145 (4/93) “DISCLOSURE AND CONSISTENCY OF COST ACCOUNTING
PRACTICES”, FORM 1-41622 (REF: FAR 52.230-3), AND ATTACHMENT CAS4146 (4/93)
“ADMINISTRATION OF COST ACCOUNTING STANDARDS”, FORM 1-41621 (REF: FAR 52.230-5),
ARE ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF. ANY REFERENCE
WITHIN THE TERMS AND CONDITIONS OF THIS ORDER TO TERMS T-51 IS HEREBY DELETED.
T567.001
ATTACHMENT CAS4145 (7/97) “DISCLOSURE AND CONSISTENCY OF COST ACCOUNTING
PRACTICES”, FORM 1-41622 (REF: FAR 52.230-3), AND ATTACHMENT CAS4146 (7/97)
“ADMINISTRATION OF COST ACCOUNTING STANDARDS”, FORM 1-41621 (REF: FAR 52.230-5),
ARE ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF. ANY REFERENCE
WITHIN THE TERMS AND CONDITIONS OF THIS ORDER TO TERMS T-51 IS HEREBY DELETED.
T568.000
ADDENDUM CAP1806 (4/93) “CONSISTENCY IN COST ACCOUNTING PRACTICES”, FORM 1-41620
(REF: FAR 52.230-4), IS ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF.
ANY REFERENCE WITHIN THE TERMS AND CONDITIONS OF THIS ORDER TO TERMS T-51 IS
HEREBY DELETED.
T568.001
ADDENDUM CAP1806 (7/97) “CONSISTENCY IN COST ACCOUNTING PRACTICES”, FORM 1-41620
(REF: FAR 52.230-4), IS ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF.
ANY REFERENCE WITHIN THE TERMS AND CONDITIONS OF THIS ORDER TO TERMS T-51 IS
HEREBY DELETED.
T568.002
SELLER AGREES IT WILL CONSISTENTLY FOLLOW THE COST ACCOUNTING PRACTICES
DISCLOSED ON FORM CASB DS-1 IN ESTIMATING, ACCUMULATING AND REPORTING COSTS
UNDER THIS ORDER. IN THE EVENT SELLER FAILS TO FOLLOW SUCH PRACTICES, IT AGREES
THE ORDER PRICE SHALL BE ADJUSTED, TOGETHER WITH INTEREST, IF SUCH FAILURE
RESULTS IN INCREASED COST PAID BY BUYER. INTEREST SHALL BE COMPUTED AT THE
ANNUAL RATE OF INTEREST ESTABLISHED UNDER SECTION 6621 OF THE INTERNAL REVENUE
CODE OF 1986 (26 U.S.C. 6621) FROM THE TIME PAYMENT BY BUYER WAS MADE TO THE TIME
ADJUSTMENT IS EFFECTED. SELLER AGREES THAT THE DISCLOSURE STATEMENT FILED
WITH THE U.K. MINISTRY OF DEFENCE SHALL BE AVAILABLE FOR INSPECTION AND USE BY
AUTHORIZED REPRESENTATIVES OF THE UNITED STATES GOVERNMENT AND/OR BUYER.
T568
Clause T568: Seller agrees it will consistently follow the cost accounting practices disclosed on form
CASB DS-1 in estimating, accumulating and reporting costs under this Order. In the event Seller fails
to follow such practices, it agrees the Order price shall be adjusted, together with interest, if such
failure results in increased cost paid by Buyer. Interest shall be computed at the annual rate of interest
established under section 6621 of the Internal Revenue Code of 1986 (26 U.S.C. 6621) from the time
payment by Buyer was made to the time adjustment is effected. Seller agrees that the disclosure
statement filed with the U.K. Ministry of Defence shall be available for inspection and use by authorized
representatives of the United States Government and/or Buyer.
(11-8-11)
T569.000
ATTACHMENT CAS3144 (10/89) “COST ACCOUNTING STANDARDS” (REF: FAR 52.230-3) AND
ATTACHMENT CAS3146 (10/89) “ADMINISTRATION OF COST ACCOUNTING STANDARDS” (REF:
Page 189 of 237
FAR 52.230-4) ARE ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF.
T570.000
ATTACHMENT CAS3145 (10/89), “DISCLOSURE AND CONSISTENCY OF COST ACCOUNTING
PRACTICES” (REF: FAR 52.230-3) AND ATTACHMENT CAS3146 (10/89), “ADMINISTRATION OF
COST ACCOUNTING STANDARDS” (REF: FAR 52.230-4) ARE ATTACHED HERETO AND BY THIS
REFERENCE MADE A PART HEREOF.
T571.000
ADDENDUM CAP1706 (10/89) “CONSISTENCY IN COST ACCOUNTING PRACTICES”, IS ATTACHED
HERETO AND BY THIS REFERENCE MADE A PART HEREOF.
T572.000
TERMS T-55 (R. 11/95), “PURCHASE ORDER TERMS AND CONDITIONS (PROPERTY CONTROL)
(GOVERNMENT – FIXED-PRICE),” PREVIOUSLY TRANSMITTED TO SELLER, IS BY THIS
REFERENCE MADE A PART HEREOF.
*** NOTICE ***
TERMS T-55 APPLIES TO ALL SPECIAL TOOLING OR SPECIAL TEST EQUIPMENT (ST/STE) AS
DEFINED IN THE DOCUMENT WHETHER ACQUIRED BY SELLER OR PROVIDED BY BUYER,
BUYER’S CUSTOMER, OR THE GOVERNMENT AND INCLUDES ST/STE TRANSFERRED FROM
ANOTHER BUYER SUBCONTRACTOR TO SELLER. DISPOSITION OR RETENTION
INSTRUCTIONS RELATIVE TO BUYER PROVIDED ST/STE SHALL BE GIVEN TO SELLER UPON
CONTRACT COMPLETION. FAR 52.245-2 “GOVERNMENT PROPERTY (FIXED PRICE
CONTRACTS)” APPLIES TO THIS ORDER AS MODIFIED AND SET FORTH IN CONDITION 6 OF
TERMS T-55.
T572.001
TERMS T-55 (R. 11/95), “PURCHASE ORDER TERMS AND CONDITIONS (PROPERTY CONTROL)
(GOVERNMENT – FIXED-PRICE),” IS BY THIS REFERENCE MADE A PART HEREOF. THESE
TERMS AND CONDITIONS MAY BE VIEWED VIA THE INTERNET AT:
HTTPS://OASIS.NORTHGRUM.COM; SELECT CONTRACT DATA, AND THEN, UNDER
AEROSTRUCTURES, SELECT TERMS AND CONDITIONS.
*** NOTICE ***
TERMS T-55 APPLIES TO ALL SPECIAL TOOLING OR SPECIAL TEST EQUIPMENT (ST/STE) AS
DEFINED IN THE DOCUMENT WHETHER ACQUIRED BY SELLER OR PROVIDED BY BUYER,
BUYER’S CUSTOMER, OR THE GOVERNMENT AND INCLUDES ST/STE TRANSFERRED FROM
ANOTHER BUYER SUBCONTRACTOR TO SELLER. DISPOSITION OR RETENTION
INSTRUCTIONS RELATIVE TO BUYER PROVIDED ST/STE SHALL BE GIVEN TO SELLER UPON
CONTRACT COMPLETION. FAR 52.245-2 “GOVERNMENT PROPERTY (FIXED PRICE
CONTRACTS)” APPLIES TO THIS ORDER AS MODIFIED AND SET FORTH IN CONDITION 6 OF
TERMS T-55.
T572.002
TERMS T-55 (R. 7-00), “PURCHASE ORDER TERMS AND CONDITIONS (PROPERTY CONTROL)
(GOVERNMENT – FIXED-PRICE),” IS BY THIS REFERENCE MADE A PART HEREOF.
*** NOTICE ***
TERMS T-55 APPLIES TO ALL SPECIAL TOOLING OR SPECIAL TEST EQUIPMENT (ST/STE) AS
DEFINED IN THE DOCUMENT WHETHER ACQUIRED BY SELLER OR PROVIDED BY BUYER,
BUYER’S CUSTOMER, OR THE GOVERNMENT AND INCLUDES ST/STE TRANSFERRED FROM
ANOTHER BUYER SUBCONTRACTOR TO SELLER. DISPOSITION OR RETENTION
INSTRUCTIONS RELATIVE TO BUYER PROVIDED ST/STE SHALL BE GIVEN TO SELLER UPON
CONTRACT COMPLETION. FAR 52.245-2 “GOVERNMENT PROPERTY (FIXED PRICE
CONTRACTS)” APPLIES TO THIS ORDER AS MODIFIED AND SET FORTH IN CONDITION 6 OF
TERMS T-55.
T573.000
TERMS T-56 (R. 11/95), “PURCHASE ORDER TERMS AND CONDITIONS (ACQUISITION AND
PROPERTY CONTROL) (GOVERNMENT – COST REIMBURSEMENT),” PREVIOUSLY
TRANSMITTED TO SELLER, IS BY THIS REFERENCE MADE A PART HEREOF.
*** NOTICE ***
TERMS T-56 APPLIES TO ALL SPECIAL TOOLING OR SPECIAL TEST EQUIPMENT (ST/STE) AS
DEFINED IN THE DOCUMENT WHETHER ACQUIRED BY SELLER OR PROVIDED BY BUYER,
Page 190 of 237
BUYER’S CUSTOMER, OR THE GOVERNMENT AND INCLUDES ST/STE TRANSFERRED FROM
ANOTHER BUYER SUBCONTRACTOR TO SELLER. DISPOSITION OR RETENTION
INSTRUCTIONS RELATIVE TO BUYER PROVIDED ST/STE SHALL BE GIVEN TO SELLER UPON
CONTRACT COMPLETION. FAR 52.245-5 “GOVERNMENT PROPERTY (COST REIMBURSEMENT,
TIME AND MATERIAL, OR LABOR-HOUR CONTRACTS)” APPLIES TO THIS ORDER AS MODIFIED
AND SET FORTH IN CONDITION 5 OF TERMS T-56.
T573.001
TERMS T-56 (R. 11/95), “PURCHASE ORDER TERMS AND CONDITIONS (ACQUISITION AND
PROPERTY CONTROL) (GOVERNMENT – COST REIMBURSEMENT),” IS BY THIS REFERENCE
MADE A PART HEREOF. THESE TERMS AND CONDITIONS MAY BE VIEWED VIA THE INTERNET
AT: HTTPS://OASIS.NORTHGRUM.COM; SELECT CONTRACT DATA; AND THEN, UNDER
AEROSTRUCTURES, SELECT TERMS AND CONDITIONS.
*** NOTICE ***
TERMS T-56 APPLIES TO ALL SPECIAL TOOLING OR SPECIAL TEST EQUIPMENT (ST/STE) AS
DEFINED IN THE DOCUMENT WHETHER ACQUIRED BY SELLER OR PROVIDED BY BUYER,
BUYER’S CUSTOMER, OR THE GOVERNMENT AND INCLUDES ST/STE TRANSFERRED FROM
ANOTHER BUYER SUBCONTRACTOR TO SELLER. DISPOSITION OR RETENTION
INSTRUCTIONS RELATIVE TO BUYER PROVIDED ST/STE SHALL BE GIVEN TO SELLER UPON
CONTRACT COMPLETION. FAR 52.245-5 “GOVERNMENT PROPERTY (COST REIMBURSEMENT,
TIME AND MATERIAL, OR LABOR-HOUR CONTRACTS)” APPLIES TO THIS ORDER AS MODIFIED
AND SET FORTH IN CONDITION 5 OF TERMS T-56.
T573.002
TERMS T-56 (R. 7-00), “PURCHASE ORDER TERMS AND CONDITIONS (ACQUISITION AND
PROPERTY CONTROL) (GOVERNMENT – COST REIMBURSEMENT),” IS BY THIS REFERENCE
MADE A PART HEREOF.
*** NOTICE ***
TERMS T-56 APPLIES TO ALL SPECIAL TOOLING OR SPECIAL TEST EQUIPMENT (ST/STE) AS
DEFINED IN THE DOCUMENT WHETHER ACQUIRED BY SELLER OR PROVIDED BY BUYER,
BUYER’S CUSTOMER, OR THE GOVERNMENT AND INCLUDES ST/STE TRANSFERRED FROM
ANOTHER BUYER SUBCONTRACTOR TO SELLER. DISPOSITION OR RETENTION
INSTRUCTIONS RELATIVE TO BUYER PROVIDED ST/STE SHALL BE GIVEN TO SELLER UPON
CONTRACT COMPLETION. FAR 52.245-5 “GOVERNMENT PROPERTY (COST REIMBURSEMENT,
TIME AND MATERIAL, OR LABOR-HOUR CONTRACTS)” APPLIES TO THIS ORDER AS MODIFIED
AND SET FORTH IN CONDITION 5 OF TERMS T-56.
T574.000
FAR – PROGRESS PAYMENTS (OTHER THAN SMALL BUSINESS). PROGRESS PAYMENTS
SHALL BE MADE TO SELLER WHEN REQUESTED AS WORK PROGRESSES, BUT NOT MORE
FREQUENTLY THAN MONTHLY IN AMOUNTS APPROVED BY BUYER, UNDER THE FOLLOWING
CONDITIONS:
A.COMPUTATION OF AMOUNTS.
(1) UNLESS SELLER REQUESTS A SMALLER AMOUNT, EACH PROGRESS PAYMENT SHALL BE
COMPUTED AS:
(I) _____ PERCENT OF THE SELLER’S CUMULATIVE TOTAL COSTS UNDER THIS PURCHASE
ORDER, AS SHOWN BY RECORDS MAINTAINED BY SELLER FOR THE PURPOSE OF OBTAINING
PAYMENT UNDER GOVERNMENT CONTRACTS, PLUS
(II) PROGRESS PAYMENTS TO SUBCONTRACTORS (SEE PARAGRAPH J BELOW), ALL LESS THE
SUM OF ALL PREVIOUS PROGRESS PAYMENTS MADE BY BUYER UNDER THIS ORDER. COST
OF MONEY THAT WOULD BE ALLOWABLE UNDER 31.205-10 OF THE FEDERAL ACQUISITION
REGULATIONS (FAR) SHALL BE DEEMED AN INCURRED COST FOR PROGRESS PAYMENT
PURPOSES.
(2) THE FOLLOWING CONDITIONS APPLY TO THE TIMING OF INCLUDING COSTS IN PROGRESS
PAYMENT REQUESTS:
(I) THE COSTS OF SUPPLIES AND SERVICES PURCHASED BY SELLER DIRECTLY FOR THIS
PURCHASE ORDER MAY BE INCLUDED ONLY AFTER PAYMENT BY CASH, CHECK, OR OTHER
FORM OF ACTUAL PAYMENT;
Page 191 of 237
(II) COSTS FOR THE FOLLOWING MAY BE INCLUDED WHEN INCURRED, EVEN IF BEFORE
PAYMENT, WHEN SELLER IS NOT DELINQUENT IN PAYMENT OF THE COSTS OF ORDER
PERFORMANCE IN THE ORDINARY COURSE OF BUSINESS: (A) MATERIALS ISSUED FROM
SELLER’S STORES INVENTORY AND PLACED IN THE PRODUCTION PROCESS FOR USE ON
THIS ORDER; (B) DIRECT LABOR, DIRECT TRAVEL, AND OTHER DIRECT IN-HOUSE COSTS; (C)
PROPERLY ALLOCABLE AND ALLOWABLE INDIRECT COSTS.
(III) ACCRUED COSTS OF SELLER CONTRIBUTIONS UNDER EMPLOYEE PENSION, PROFIT
SHARING, AND STOCK OWNERSHIP PLANS SHALL BE EXCLUDED UNTIL ACTUALLY PAID
UNLESS: (A) SELLER’S PRACTICE IS TO CONTRIBUTE TO THE PLANS QUARTERLY OR MORE
FREQUENTLY; AND (B) THE CONTRIBUTION DOES NOT REMAIN UNPAID 30 DAYS AFTER THE
END OF THE APPLICABLE QUARTER OR SHORTER PAYMENT PERIOD (ANY CONTRIBUTIONS
REMAINING UNPAID SHALL BE EXCLUDED FROM SELLER’S TOTAL COSTS FOR PROGRESS
PAYMENTS UNTIL PAID).
(IV) IF THIS ORDER IS SUBJECT TO THE SPECIAL TRANSITION METHOD AUTHORIZED IN COST
ACCOUNTING STANDARD (CAS) 410, ALLOCATION OF BUSINESS UNIT GENERAL AND
ADMINISTRATIVE EXPENSE (G&A) TO FINAL COST OBJECTIVE, G&A SHALL NOT BE INCLUDED
IN PROGRESS PAYMENT REQUESTS UNTIL THE SUSPENSE ACCOUNT PRESCRIBED IN CAS
410 IS LESS THAN: (A) FIVE MILLION DOLLARS; OR (B) THE VALUE OF THE WORK-IN-PROCESS
INVENTORIES UNDER ORDERS ENTERED INTO AFTER THE SUSPENSE ACCOUNT WAS
ESTABLISHED (ONLY A PRO RATA SHARE OF G&A ALLOCABLE TO THE EXCESS OF THE
INVENTORY OVER THE SUSPENSE ACCOUNT VALUE IS INCLUDABLE IN PROGRESS PAYMENT
REQUESTS UNDER THIS ORDER).
(3) SELLER SHALL NOT INCLUDE THE FOLLOWING IN TOTAL COSTS FOR PROGRESS PAYMENT
PURPOSES IN SUBPARAGRAPH A (1) (I) ABOVE:
(I) COSTS THAT ARE NOT REASONABLE, ALLOCABLE TO THIS ORDER, AND CONSISTENT WITH
SOUND AND GENERALLY ACCEPTED ACCOUNTING PRINCIPLES AND PRACTICES.
(II) COSTS INCURRED BY LOWER-TIER SUBCONTRACTORS OR SUPPLIERS.
(III) COSTS ORDINARILY CAPITALIZED AND SUBJECT TO DEPRECIATION OR AMORTIZATION
EXCEPT FOR THE PROPERLY DEPRECIATED OR AMORTIZED PORTION OF SUCH COSTS.
(IV) PAYMENTS MADE OR AMOUNTS PAYABLE TO LOWER-TIER SUBCONTRACTORS OR
SUPPLIERS, EXCEPT FOR: (A) COMPLETED WORK, INCLUDING PARTIAL DELIVERIES, TO
WHICH SELLER HAS ACQUIRED TITLE; AND (B) WORK UNDER COST-REIMBURSEMENT OR
TIME-AND-MATERIAL SUBCONTRACTS TO WHICH SELLER HAS ACQUIRED TITLE.
(4) THE AMOUNT OF UNLIQUIDATED PROGRESS PAYMENTS MAY EXCEED NEITHER:
(I) THE PROGRESS PAYMENTS MADE AGAINST INCOMPLETE WORK (INCLUDING ALLOWABLE
UNLIQUIDATED PROGRESS PAYMENTS TO SUBCONTRACTORS) NOR
(II) THE VALUE, FOR PROGRESS PAYMENT PURPOSES, OF THE INCOMPLETE WORK.
INCOMPLETE WORK SHALL BE CONSIDERED TO BE THE SUPPLIES AND SERVICES REQUIRED
BY THIS ORDER, FOR WHICH DELIVERY AND INVOICING BY SELLER AND ACCEPTANCE BY
BUYER ARE INCOMPLETE.
(5) THE TOTAL AMOUNT OF PROGRESS PAYMENTS SHALL NOT EXCEED _____ PERCENT OF
THE TOTAL PURCHASE ORDER PRICE.
(6) IF A PROGRESS PAYMENT OR THE UNLIQUIDATED PROGRESS PAYMENTS EXCEED THE
AMOUNTS PERMITTED BY SUBPARAGRAPHS A (4) OR A (5) ABOVE, SELLER SHALL REPAY THE
AMOUNT OF SUCH EXCESS TO BUYER ON DEMAND.
B. LIQUIDATION. EXCEPT AS PROVIDED IN THE TERMINATION CLAUSE, ALL PROGRESS
PAYMENTS SHALL BE LIQUIDATED BY DEDUCTING FROM ANY PAYMENT UNDER THIS ORDER,
OTHER THAN ADVANCE OR PROGRESS PAYMENTS, THE UNLIQUIDATED PROGRESS
PAYMENTS, OR _____ PERCENT OF THE AMOUNT INVOICED, WHICHEVER IS LESS. SELLER
SHALL REPAY TO BUYER ANY AMOUNTS REQUIRED BY A RETROACTIVE PRICE REDUCTION
AFTER COMPUTING LIQUIDATIONS AND PAYMENTS ON PAST INVOICES AT THE REDUCED
PRICES AND ADJUSTING THE UNLIQUIDATED PROGRESS PAYMENTS ACCORDINGLY. BUYER
RESERVES THE RIGHT TO UNILATERALLY CHANGE FROM THE ORDINARY LIQUIDATION RATE
TO AN ALTERNATE RATE WHEN DEEMED APPROPRIATE FOR PROPER ORDER FINANCING.
Page 192 of 237
C. REDUCTION OR SUSPENSION. BUYER MAY REDUCE OR SUSPEND PROGRESS PAYMENTS,
INCREASE THE RATE OF LIQUIDATION, OR TAKE A COMBINATION OF THESE ACTIONS, AFTER
FINDING ON SUBSTANTIAL EVIDENCE ANY OF THE FOLLOWING CONDITIONS:
(1) SELLER FAILED TO COMPLY WITH ANY MATERIAL REQUIREMENT OF THIS ORDER (WHICH
INCLUDES PARAGRAPHS F AND G BELOW).
(2) PERFORMANCE OF THIS ORDER IS ENDANGERED BY SELLER’S:
(I) FAILURE TO MAKE PROGRESS, OR
(II) UNSATISFACTORY FINANCIAL CONDITION.
(3) INVENTORY ALLOCATED TO THIS ORDER SUBSTANTIALLY EXCEEDS REASONABLE
REQUIREMENTS.
(4) SELLER IS DELINQUENT IN PAYMENT OF THE COSTS OF PERFORMING THIS ORDER IN THE
ORDINARY COURSE OF BUSINESS.
(5) THE UNLIQUIDATED PROGRESS PAYMENTS EXCEED THE FAIR VALUE OF THE WORK
ACCOMPLISHED ON THE UNDELIVERED PORTION OF THIS ORDER.
(6) SELLER IS REALIZING LESS PROFIT THAN THAT REFLECTED IN THE ESTABLISHMENT OF
ANY ALTERNATE LIQUIDATION RATE IN PARAGRAPH B ABOVE AND THAT RATE IS LESS THAN
THE PROGRESS PAYMENT RATE STATED IN SUBPARAGRAPH A (1) ABOVE.
D. TITLE.
(1) TITLE TO PROPERTY DESCRIBED IN THIS PARAGRAPH D SHALL VEST IN THE
GOVERNMENT. VESTITURE SHALL BE IMMEDIATELY UPON THE DATE OF THIS ORDER, FOR
PROPERTY ACQUIRED OR PRODUCED BEFORE THAT DATE. OTHERWISE, VESTITURE SHALL
OCCUR WHEN THE PROPERTY IS OR SHOULD HAVE BEEN ALLOCABLE OR PROPERLY
CHARGEABLE TO THIS ORDER.
(2) “PROPERTY,” AS USED IN THIS CLAUSE, INCLUDES ALL OF THE BELOW-DESCRIBED ITEMS
ACQUIRED OR PRODUCED BY SELLER THAT ARE OR SHOULD BE ALLOCABLE OR PROPERLY
CHARGEABLE TO THIS ORDER UNDER SOUND AND GENERALLY ACCEPTED ACCOUNTING
PRINCIPLES AND PRACTICES.
(I) PARTS, MATERIALS, INVENTORIES, AND WORK IN PROCESS;
(II) SPECIAL TOOLING AND SPECIAL TEST EQUIPMENT TO WHICH THE GOVERNMENT IS TO
ACQUIRE TITLE UNDER ANY OTHER CLAUSE OF THIS ORDER;
(III) NONDURABLE (I.E., NONCAPITAL) TOOLS, JIGS, DIES, FIXTURES, MOLDS, PATTERNS, TAPS,
GAUGES, TEST EQUIPMENT, AND OTHER SIMILAR MANUFACTURING AIDS, TITLE TO WHICH
WOULD NOT BE OBTAINED AS SPECIAL TOOLING UNDER SUBPARAGRAPH (II) ABOVE; AND
(IV) DRAWINGS AND TECHNICAL DATA, TO THE EXTENT SELLER OR LOWER-TIER
SUBCONTRACTORS ARE REQUIRED TO DELIVER THEM TO BUYER OR THE GOVERNMENT BY
OTHER CLAUSES OF THIS ORDER.
(3) ALTHOUGH TITLE TO PROPERTY IS IN THE GOVERNMENT UNDER THIS CLAUSE, OTHER
APPLICABLE CLAUSES OF THIS ORDER, E.G., THE TERMINATION OR SPECIAL TOOLING
CLAUSES, SHALL DETERMINE THE HANDLING AND DISPOSITION OF PROPERTY.
(4) SELLER MAY SELL ANY SCRAP RESULTING FROM PRODUCTION UNDER THIS ORDER
WITHOUT REQUESTING BUYER’S OR CONTRACTING OFFICER’S APPROVAL, BUT THE
PROCEEDS SHALL BE CREDITED AGAINST THE COSTS OF PERFORMANCE.
(5) TO ACQUIRE FOR ITS OWN USE OR DISPOSE OF PROPERTY TO WHICH TITLE IS VESTED IN
THE GOVERNMENT UNDER THIS CLAUSE, SELLER MUST OBTAIN BUYER’S AND CONTRACTING
OFFICER’S ADVANCE APPROVAL OF THE ACTION AND THE TERMS. SELLER SHALL:
(I) EXCLUDE THE ALLOCABLE COSTS OF THE PROPERTY FROM THE COSTS OF ORDER
PERFORMANCE, AND
(II) REPAY TO BUYER ANY AMOUNT OF UNLIQUIDATED PROGRESS PAYMENTS ALLOCABLE TO
THE PROPERTY. REPAYMENT MAY BE BY CASH OR CREDIT MEMORANDUM.
(6) WHEN SELLER COMPLETES ALL THE OBLIGATIONS UNDER THIS ORDER, INCLUDING
Page 193 of 237
LIQUIDATION OF ALL PROGRESS PAYMENTS, TITLE SHALL VEST IN SELLER FOR ALL
PROPERTY (OR THE PROCEEDS THEREOF NOT:
(I) DELIVERED TO, AND ACCEPTED BY, BUYER AND/OR THE GOVERNMENT UNDER THIS
ORDER; OR
(II) INCORPORATED IN SUPPLIES DELIVERED TO, AND ACCEPTED BY, BUYER AND/OR THE
GOVERNMENT UNDER THIS ORDER AND TO WHICH TITLE IS VESTED IN THE GOVERNMENT
UNDER THIS CLAUSE.
(7) THE TERMS OF THIS ORDER CONCERNING LIABILITY FOR GOVERNMENT-FURNISHED
PROPERTY SHALL NOT APPLY TO PROPERTY TO WHICH THE GOVERNMENT ACQUIRED TITLE
SOLELY UNDER THIS CLAUSE.
(8) NOTWITHSTANDING THE FOREGOING OR ANY OTHER PROVISIONS OF THIS ORDER, ALL
RIGHTS OF SELLER CONCERNING PROPERTY TO WHICH THE GOVERNMENT HAS TITLE
UNDER THIS ORDER SHALL BE SUBORDINATE TO BUYER’S AND/OR THE GOVERNMENT’S
RIGHT TO REQUIRE DELIVERY OF THE PROPERTY TO BUYER AND/OR THE GOVERNMENT IF:
(I) THE PRIME CONTRACTOR (WHETHER OR NOT BUYER) OR ANY HIGHER-TIER
SUBCONTRACTOR (WHETHER OR NOT BUYER) DEFAULTS UNDER ITS PRIME CONTRACT OR
HIGHER-TIER SUBCONTRACT, AS THE CASE MAY BE,
(II) SELLER OR ANY LOWER-TIER SUBCONTRACTOR DEFAULTS UNDER ITS SUBCONTRACT,
OR
(III) SELLER OR ANY LOWER-TIER SUBCONTRACTOR BECOMES BANKRUPT OR INSOLVENT.
E. RISK OF LOSS. BEFORE DELIVERY TO AND ACCEPTANCE BY BUYER, SELLER SHALL BEAR
THE RISK OF LOSS FOR PROPERTY, THE TITLE TO WHICH VESTS IN THE GOVERNMENT
UNDER THIS CLAUSE, EXCEPT TO THE EXTENT THE GOVERNMENT EXPRESSLY ASSUMES
THE RISK. SELLER SHALL REPAY BUYER AN AMOUNT EQUAL TO THE UNLIQUIDATED
PROGRESS PAYMENTS THAT ARE BASED ON COSTS ALLOCABLE TO PROPERTY DAMAGED,
LOST, STOLEN, OR DESTROYED.
F. CONTROL OF COSTS AND PROPERTY. SELLER SHALL MAINTAIN AN ACCOUNTING SYSTEM
AND CONTROLS ADEQUATE FOR THE PROPER ADMINISTRATION OF THIS CLAUSE.
G. REPORTS AND ACCESS TO RECORDS. SELLER SHALL PROMPTLY FURNISH REPORTS,
CERTIFICATES, FINANCIAL STATEMENTS, AND OTHER PERTINENT INFORMATION
REASONABLY REQUESTED BY BUYER AND/OR THE CONTRACTING OFFICER FOR
ADMINISTRATION OF THIS CLAUSE. ALSO, SELLER SHALL GIVE BUYER AND/OR THE
GOVERNMENT REASONABLE OPPORTUNITY TO EXAMINE AND VERIFY SELLER’S BOOKS,
RECORDS, AND ACCOUNTS.
H. SPECIAL TERMS REGARDING DEFAULT. IF THIS ORDER IS TERMINATED FOR DEFAULT,
SELLER SHALL, ON DEMAND, REPAY TO BUYER THE AMOUNT OF UNLIQUIDATED PROGRESS
PAYMENTS.
I. RESERVATIONS OF RIGHTS.
(1) NO PAYMENT OR VESTING OF TITLE UNDER THIS CLAUSE SHALL:
(I) EXCUSE SELLER FROM PERFORMANCE OF OBLIGATIONS UNDER THIS ORDER OR
(II) CONSTITUTE A WAIVER OF ANY OF THE RIGHTS OR REMEDIES OF THE PARTIES UNDER
THE ORDER.
(2) BUYER’S AND THE GOVERNMENT’S RIGHTS AND REMEDIES UNDER THIS CLAUSE:
(I) SHALL NOT BE EXCLUSIVE BUT RATHER SHALL BE IN ADDITION TO ANY OTHER RIGHTS
AND REMEDIES PROVIDED BY LAW OR THIS ORDER; AND
(II) SHALL NOT BE AFFECTED BY DELAYED, PARTIAL, OR OMITTED EXERCISE OF ANY RIGHT,
REMEDY, POWER, OR PRIVILEGE, NOR SHALL SUCH EXERCISE OR ANY SINGLE EXERCISE
PRECLUDE OR IMPAIR ANY FURTHER EXERCISE UNDER THIS CLAUSE OR THE EXERCISE OF
ANY OTHER RIGHT, POWER, OR PRIVILEGE OF BUYER OR THE GOVERNMENT.
J. PROGRESS PAYMENTS TO SUBCONTRACTORS. THE AMOUNTS MENTIONED IN A (1) (II)
ABOVE SHALL BE ALL PROGRESS PAYMENTS TO SELLER’S SUBCONTRACTORS OR DIVISIONS,
Page 194 of 237
IF THE FOLLOWING CONDITIONS ARE MET:
(1) THE AMOUNTS INCLUDED ARE LIMITED TO (I) THE UNLIQUIDATED REMAINDER OF
PROGRESS PAYMENTS MADE PLUS (II) FOR SMALL BUSINESS CONCERNS ANY UNPAID
SUBCONTRACTOR REQUESTS FOR PROGRESS PAYMENTS THAT SELLER HAS APPROVED
FOR CURRENT PAYMENT IN THE ORDINARY COURSE OF BUSINESS.
(2) THE SUBCONTRACT OR INTERDIVISIONAL ORDER IS EXPECTED TO INVOLVE A MINIMUM OF
APPROXIMATELY 6 MONTHS BETWEEN THE BEGINNING OF WORK AND THE FIRST DELIVERY,
OR IF THE SUBCONTRACTOR IS A SMALL BUSINESS CONCERN, 4 MONTHS.
(3) THE TERMS OF THE SUBCONTRACT OR INTERDIVISIONAL ORDER CONCERNING
PROGRESS PAYMENTS:
(I) ARE SUBSTANTIALLY SIMILAR TO THE TERMS OF CLAUSE AT 52.232-16, PROGRESS
PAYMENTS, OF THE FAR (OR THAT CLAUSE WITH ITS ALTERNATE I FOR ANY
SUBCONTRACTOR THAT IS A SMALL BUSINESS CONCERN);
(II) ARE AT LEAST AS FAVORABLE TO BUYER AND THE GOVERNMENT AS THE TERMS OF THIS
CLAUSE;
(III) ARE NOT MORE FAVORABLE TO THE SUBCONTRACTOR OR DIVISION THAN THE TERMS OF
THIS CLAUSE ARE TO SELLER;
(IV) ARE IN CONFORMANCE WITH THE REQUIREMENTS OF PARAGRAPH 32.504(E) OF THE FAR;
AND
(V) SUBORDINATE ALL SUBCONTRACTOR RIGHTS CONCERNING PROPERTY TO WHICH THE
GOVERNMENT HAS TITLE UNDER THE SUBCONTRACT TO BUYER’S AND/OR THE
GOVERNMENT’S RIGHT TO REQUIRE DELIVERY OF PROPERTY TO BUYER AND/OR THE
GOVERNMENT IF (I) THE PRIME CONTRACTOR (WHETHER OR NOT BUYER) OR ANY HIGH-TIER
SUBCONTRACTOR (WHETHER OR NOT BUYER OR SELLER) DEFAULTS UNDER ITS PRIME
CONTRACT OR HIGHER-TIER SUBCONTRACT, AS THE CASE MAY BE, (II) THE
SUBCONTRACTOR DEFAULTS UNDER THE SUBCONTRACT, OR (III) SELLER OR
SUBCONTRACTOR BECOMES BANKRUPT OR INSOLVENT.
(4) THE PROGRESS PAYMENT RATE IN THE SUBCONTRACT IS THE CUSTOMARY RATE USED
BY THE CONTRACTING AGENCY, DEPENDING ON WHETHER THE SUBCONTRACTOR IS OR IS
NOT A SMALL BUSINESS CONCERN.
(5) THE PARTIES AGREE CONCERNING ANY PROCEEDS RECEIVED BY THE GOVERNMENT FOR
PROPERTY TO WHICH TITLE HAS VESTED IN THE GOVERNMENT UNDER THE SUBCONTRACT
TERMS, THAT THE PROCEEDS SHALL BE APPLIED TO REDUCING ANY UNLIQUIDATED
PROGRESS PAYMENTS BY BUYER TO SELLER UNDER THIS ORDER.
(6) IF NO UNLIQUIDATED PROGRESS PAYMENTS TO SELLER REMAIN, BUT THERE ARE
UNLIQUIDATED PROGRESS PAYMENTS THAT SELLER HAS MADE TO ANY SUBCONTRACTOR,
SELLER SHALL BE SUBROGATED TO ALL THE RIGHTS BUYER OBTAINED THROUGH THE
TERMS REQUIRED BY THIS CLAUSE TO BE IN ANY SUBCONTRACT, AS IF ALL SUCH RIGHTS
HAD BEEN ASSIGNED AND TRANSFERRED TO SELLER.
(7) SELLER SHALL PAY THE SUBCONTRACTOR’S PROGRESS PAYMENT REQUEST UNDER
SUBDIVISION J (1) (II) ABOVE, WITHIN A REASONABLE TIME AFTER RECEIVING BUYER
PROGRESS PAYMENT COVERING THOSE AMOUNTS.
(8) TO FACILITATE SMALL BUSINESS PARTICIPATION IN SUBCONTRACTING UNDER THIS
ORDER, SELLER AGREES TO PROVIDE PROGRESS PAYMENTS TO SMALL BUSINESS
CONCERNS, IN CONFORMITY WITH THE STANDARDS FOR CUSTOMARY PROGRESS
PAYMENTS STATED IN SUBPART 32.5 OF THE FAR. SELLER FURTHER AGREES THAT THE
NEED FOR SUCH PROGRESS PAYMENTS SHALL NOT BE CONSIDERED AS A HANDICAP OR
ADVERSE FACTOR IN THE AWARD OF SUBCONTRACTS.
T574.001
PROGRESS PAYMENTS.
1. BUYER WILL MAKE PROGRESS PAYMENTS TO SELLER WHEN REQUESTED AS WORK
PROGRESSES, BUT NOT MORE FREQUENTLY THAN MONTHLY IN AMOUNTS OF $2,500 OR
MORE APPROVED BY BUYER, UNDER THE FOLLOWING CONDITIONS:
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(a) COMPUTATION OF AMOUNTS.
(1) UNLESS SELLER REQUESTS A SMALLER AMOUNT, BUYER WILL COMPUTE EACH
PROGRESS PAYMENT AS 80 PERCENT OF SELLER'S TOTAL COSTS INCURRED UNDER THIS
ORDER WHETHER OR NOT ACTUALLY PAID, PLUS FINANCING PAYMENTS TO
SUBCONTRACTORS (SEE PARAGRAPH (j) OF THIS CLAUSE), LESS THE SUM OF ALL
PREVIOUS PROGRESS PAYMENTS MADE BY BUYER UNDER THIS ORDER. BUYER WILL
CONSIDER COST OF MONEY THAT WOULD BE ALLOWABLE UNDER FAR 31.205-10 AS AN
INCURRED COST FOR PROGRESS PAYMENT PURPOSES.
(2) THE AMOUNT OF FINANCING AND OTHER PAYMENTS FOR SUPPLIES AND SERVICES
PURCHASED DIRECTLY FOR THE ORDER ARE LIMITED TO THE AMOUNTS THAT HAVE BEEN
PAID BY CASH, CHECK, OR OTHER FORMS OF PAYMENT, OR THAT WILL BE PAID TO
SUBCONTRACTORS-(i) IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF A SUBCONTRACT; AND
(ii) ORDINARILY PRIOR TO THE SUBMISSION OF SELLER'S NEXT PAYMENT REQUEST TO
BUYER.
(3) BUYER WILL EXCLUDE ACCRUED COSTS OF SELLER CONTRIBUTIONS UNDER EMPLOYEE
PENSION PLANS UNTIL ACTUALLY PAID UNLESS-(i) SELLER'S PRACTICE IS TO MAKE CONTRIBUTIONS TO THE RETIREMENT FUND
QUARTERLY OR MORE FREQUENTLY; AND
(ii) THE CONTRIBUTION DOES NOT REMAIN UNPAID 30 DAYS AFTER THE END OF THE
APPLICABLE QUARTER OR SHORTER PAYMENT PERIOD (ANY CONTRIBUTION REMAINING
UNPAID SHALL BE EXCLUDED FROM SELLER'S TOTAL COSTS FOR PROGRESS PAYMENTS
UNTIL PAID).
(4) SELLER SHALL NOT INCLUDE THE FOLLOWING IN TOTAL COSTS FOR PROGRESS
PAYMENT PURPOSES IN PARAGRAPH (a)(1) OF THIS CLAUSE:
(i) COSTS THAT ARE NOT REASONABLE, ALLOCABLE TO THIS ORDER, AND CONSISTENT
WITH SOUND AND GENERALLY ACCEPTED ACCOUNTING PRINCIPLES AND PRACTICES.
(ii) COSTS INCURRED BY SUBCONTRACTORS OR SUPPLIERS.
(iii) COSTS ORDINARILY CAPITALIZED AND SUBJECT TO DEPRECIATION OR AMORTIZATION
EXCEPT FOR THE PROPERLY DEPRECIATED OR AMORTIZED PORTION OF SUCH COSTS.
(iv) PAYMENTS MADE OR AMOUNTS PAYABLE TO SUBCONTRACTORS OR SUPPLIERS,
EXCEPT FOR-(A) COMPLETED WORK, INCLUDING PARTIAL DELIVERIES, TO WHICH SELLER HAS ACQUIRED
TITLE; AND
(B) WORK UNDER COST-REIMBURSEMENT OR TIME-AND-MATERIAL SUBCONTRACTS TO
WHICH SELLER HAS ACQUIRED TITLE.
(5) THE AMOUNT OF UNLIQUIDATED PROGRESS PAYMENTS MAY EXCEED NEITHER (i) THE
PROGRESS PAYMENTS MADE AGAINST INCOMPLETE WORK (INCLUDING ALLOWABLE
UNLIQUIDATED PROGRESS PAYMENTS TO SUBCONTRACTORS) NOR (ii) THE VALUE, FOR
PROGRESS PAYMENT PURPOSES, OF THE INCOMPLETE WORK. INCOMPLETE WORK SHALL
BE CONSIDERED TO BE THE SUPPLIES AND SERVICES REQUIRED BY THIS ORDER, FOR
WHICH DELIVERY AND INVOICING BY SELLER AND ACCEPTANCE BY BUYER ARE
INCOMPLETE.
(6) THE TOTAL AMOUNT OF PROGRESS PAYMENTS SHALL NOT EXCEED 80 PERCENT OF
THE TOTAL ORDER PRICE.
(7) IF A PROGRESS PAYMENT OR THE UNLIQUIDATED PROGRESS PAYMENTS EXCEED THE
AMOUNTS PERMITTED BY SUBPARAGRAPH (a)(4) or (a)(5) ABOVE, SELLER SHALL REPAY THE
AMOUNT OF SUCH EXCESS TO BUYER ON DEMAND.
(8) NOTWITHSTANDING ANY OTHER TERMS OF THIS ORDER, SELLER AGREES NOT TO
REQUEST PROGRESS PAYMENTS IN DOLLAR AMOUNTS OF LESS THAN $2,500. BUYER MAY
MAKE EXCEPTIONS.
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(b) LIQUIDATION. EXCEPT AS PROVIDED IN THE TERMINATION FOR CONVENIENCE CLAUSE,
ALL PROGRESS PAYMENTS SHALL BE LIQUIDATED BY DEDUCTING FROM ANY PAYMENT
UNDER THIS ORDER, OTHER THAN ADVANCE OR PROGRESS PAYMENTS, THE
UNLIQUIDATED PROGRESS PAYMENTS, OR 80 PERCENT OF THE AMOUNT INVOICED,
WHICHEVER IS LESS. SELLER SHALL REPAY TO BUYER ANY AMOUNTS REQUIRED BY A
RETROACTIVE PRICE REDUCTION, AFTER COMPUTING LIQUIDATIONS AND PAYMENTS ON
PAST INVOICES AT THE REDUCED PRICES AND ADJUSTING THE UNLIQUIDATED PROGRESS
PAYMENTS ACCORDINGLY. BUYER RESERVES THE RIGHT TO UNILATERALLY CHANGE
FROM THE ORDINARY LIQUIDATION RATE TO AN ALTERNATE RATE WHEN DEEMED
APPROPRIATE FOR PROPER ORDER FINANCING.
(c) REDUCTION OR SUSPENSION. BUYER MAY REDUCE OR SUSPEND PROGRESS
PAYMENTS, INCREASE THE RATE OF LIQUIDATION, OR TAKE A COMBINATION OF THESE
ACTIONS, AFTER FINDING ON SUBSTANTIAL EVIDENCE ANY OF THE FOLLOWING
CONDITIONS:
(1) SELLER FAILED TO COMPLY WITH ANY MATERIAL REQUIREMENT OF THIS ORDER (WHICH
INCLUDES PARAGRAPHS (f) AND (g) BELOW).
(2) PERFORMANCE OF THIS ORDER IS ENDANGERED BY SELLER'S -(i) FAILURE TO MAKE PROGRESS; OR
(ii) UNSATISFACTORY FINANCIAL CONDITION.
(3) INVENTORY ALLOCATED TO THIS ORDER SUBSTANTIALLY EXCEEDS REASONABLE
REQUIREMENTS.
(4) SELLER IS DELINQUENT IN PAYMENT OF THE COSTS OF PERFORMING THIS ORDER IN
THE ORDINARY COURSE OF BUSINESS.
(5) THE UNLIQUIDATED PROGRESS PAYMENTS EXCEED THE FAIR VALUE OF THE WORK
ACCOMPLISHED ON THE UNDELIVERED PORTION OF THIS ORDER.
(6) SELLER IS REALIZING LESS PROFIT THAN THAT REFLECTED IN THE ESTABLISHMENT OF
ANY ALTERNATE LIQUIDATION RATE IN PARAGRAPH (b) Above, And That Rate Is Less Than The
Progress Payment Rate Stated In Subparagraph (a)(1) ABOVE.
(d) TITLE.
(1) TITLE TO THE PROPERTY DESCRIBED IN THIS PARAGRAPH (d) SHALL VEST IN THE
GOVERNMENT. VESTITURE SHALL BE IMMEDIATELY UPON THE DATE OF THIS ORDER, FOR
PROPERTY ACQUIRED OR PRODUCED BEFORE THAT DATE. OTHERWISE, VESTITURE SHALL
OCCUR WHEN THE PROPERTY IS OR SHOULD HAVE BEEN ALLOCABLE OR PROPERLY
CHARGEABLE TO THIS ORDER.
(2) "PROPERTY," AS USED IN THIS CLAUSE, INCLUDES ALL OF THE BELOW-DESCRIBED
ITEMS ACQUIRED OR PRODUCED BY SELLER THAT ARE OR SHOULD BE ALLOCABLE OR
PROPERLY CHARGEABLE TO THIS ORDER UNDER SOUND AND GENERALLY ACCEPTED
ACCOUNTING PRINCIPLES AND PRACTICES.
(i) PARTS, MATERIALS, INVENTORIES, AND WORK IN PROCESS;
(ii) SPECIAL TOOLING AND SPECIAL TEST EQUIPMENT TO WHICH THE GOVERNMENT IS TO
ACQUIRE TITLE UNDER ANY OTHER CLAUSE OF THIS ORDER;
(iii) NONDURABLE (I.E., NONCAPITAL) TOOLS, JIGS, DIES, FIXTURES, MOLDS, PATTERNS,
TAPS, GAUGES, TEST EQUIPMENT, AND OTHER SIMILAR MANUFACTURING AIDS, TITLE TO
WHICH WOULD NOT BE OBTAINED AS SPECIAL TOOLING UNDER SUBPARAGRAPH (ii) ABOVE;
AND
(iv) DRAWINGS AND TECHNICAL DATA, TO THE EXTENT SELLER OR SUBCONTRACTORS ARE
REQUIRED TO DELIVER THEM TO THE GOVERNMENT OR BUYER BY OTHER CLAUSES OF
THIS ORDER.
(3) ALTHOUGH TITLE TO PROPERTY IS IN THE GOVERNMENT UNDER THIS CLAUSE, OTHER
APPLICABLE CLAUSES OF THIS ORDER; E.G., THE TERMINATION OR SPECIAL TOOLING
CLAUSES, SHALL DETERMINE THE HANDLING AND DISPOSITION OF THE PROPERTY.
(4) SELLER MAY SELL ANY SCRAP RESULTING FROM PRODUCTION UNDER THIS ORDER
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WITHOUT REQUESTING BUYER’S AND THE GOVERNMENT’S APPROVAL, BUT THE PROCEEDS
SHALL BE CREDITED AGAINST THE COSTS OF PERFORMANCE.
(5) TO ACQUIRE FOR ITS OWN USE OR DISPOSE OF PROPERTY TO WHICH TITLE IS VESTED
IN THE GOVERNMENT UNDER THIS CLAUSE, SELLER MUST OBTAIN BUYER’S AND THE
GOVERNMENT'S ADVANCE APPROVAL OF THE ACTION AND THE TERMS. SELLER SHALL
(i) EXCLUDE THE ALLOCABLE COSTS OF THE PROPERTY FROM THE COSTS OF ORDER
PERFORMANCE, AND
(ii) REPAY TO BUYER ANY AMOUNT OF UNLIQUIDATED PROGRESS PAYMENTS ALLOCABLE
TO THE PROPERTY. REPAYMENT MAY BE BY CASH OR CREDIT MEMORANDUM.
(6) WHEN SELLER COMPLETES ALL OF THE OBLIGATIONS UNDER THIS ORDER, INCLUDING
LIQUIDATION OF ALL PROGRESS PAYMENTS, TITLE SHALL VEST IN SELLER FOR ALL
PROPERTY (OR THE PROCEEDS THEREOF) NOT -(i) DELIVERED TO, AND ACCEPTED BY, THE GOVERNMENT OR BUYER UNDER THIS ORDER;
OR
(ii) INCORPORATED IN SUPPLIES DELIVERED TO, AND ACCEPTED BY, THE GOVERNMENT OR
BUYER UNDER THIS ORDER AND TO WHICH TITLE IS VESTED IN THE GOVERNMENT UNDER
THIS CLAUSE.
(7) THE TERMS OF THIS ORDER CONCERNING LIABILITY FOR GOVERNMENT-FURNISHED
PROPERTY SHALL NOT APPLY TO PROPERTY TO WHICH THE GOVERNMENT ACQUIRED
TITLE SOLELY UNDER THIS CLAUSE.
(e) RISK OF LOSS. BEFORE DELIVERY TO AND ACCEPTANCE BY BUYER, SELLER SHALL
BEAR THE RISK OF LOSS FOR PROPERTY, THE TITLE TO WHICH VESTS IN THE
GOVERNMENT UNDER THIS CLAUSE, EXCEPT TO THE EXTENT THE GOVERNMENT
EXPRESSLY ASSUMES THE RISK. SELLER SHALL REPAY BUYER AN AMOUNT EQUAL TO THE
UNLIQUIDATED PROGRESS PAYMENTS THAT ARE BASED ON COSTS ALLOCABLE TO
PROPERTY THAT IS DAMAGED, LOST, STOLEN, OR DESTROYED.
(f) CONTROL OF COSTS AND PROPERTY. SELLER SHALL MAINTAIN AN ACCOUNTING
SYSTEM AND CONTROLS ADEQUATE FOR THE PROPER ADMINISTRATION OF THIS CLAUSE.
(g) REPORTS AND ACCESS TO RECORDS. SELLER SHALL PROMPTLY FURNISH REPORTS,
CERTIFICATES, FINANCIAL STATEMENTS, AND OTHER PERTINENT INFORMATION
REASONABLY REQUESTED BY THE CONTRACTING OFFICER AND/OR BUYER FOR THE
ADMINISTRATION OF THIS CLAUSE. ALSO, THE SELLER SHALL GIVE THE GOVERNMENT
AND/OR BUYER REASONABLE OPPORTUNITY TO EXAMINE AND VERIFY SELLER'S BOOKS,
RECORDS, AND ACCOUNTS.
(h) SPECIAL TERMS REGARDING DEFAULT. IF THIS ORDER IS TERMINATED FOR DEFAULT,
(1) SELLER SHALL, ON DEMAND, REPAY TO BUYER THE AMOUNT OF UNLIQUIDATED
PROGRESS PAYMENTS AND
(2) TITLE SHALL VEST IN SELLER, ON FULL LIQUIDATION OF PROGRESS PAYMENTS, FOR ALL
PROPERTY FOR WHICH THE GOVERNMENT AND/ OR BUYER ELECTS NOT TO REQUIRE
DELIVERY. BUYER SHALL BE LIABLE FOR NO PAYMENT EXCEPT AS PROVIDED BY THE
TERMINATION FOR DEFAULT CLAUSE HEREOF.
(i) RESERVATIONS OF RIGHTS.
(1) NO PAYMENT OR VESTING OF TITLE UNDER THIS CLAUSE SHALL -(i) EXCUSE SELLER FROM PERFORMANCE OF OBLIGATIONS UNDER THIS ORDER; OR
(ii) CONSTITUTE A WAIVER OF ANY OF THE RIGHTS OR REMEDIES OF THE PARTIES UNDER
THE CONTRACT.
(2) BUYER'S RIGHTS AND REMEDIES UNDER THIS CLAUSE -(i) SHALL NOT BE EXCLUSIVE BUT RATHER SHALL BE IN ADDITION TO ANY OTHER RIGHTS
AND REMEDIES PROVIDED BY LAW OR THIS ORDER; AND
(ii) SHALL NOT BE AFFECTED BY DELAYED, PARTIAL, OR OMITTED EXERCISE OF ANY RIGHT,
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REMEDY, POWER, OR PRIVILEGE, NOR SHALL SUCH EXERCISE OR ANY SINGLE EXERCISE
PRECLUDE OR IMPAIR ANY FURTHER EXERCISE UNDER THIS CLAUSE OR THE EXERCISE OF
ANY OTHER RIGHT, POWER, OR PRIVILEGE OF BUYER.
(j) FINANCING PAYMENTS TO SUBCONTRACTORS. THE FINANCING PAYMENTS TO
SUBCONTRACTORS MENTIONED IN PARAGRAPHS (a)(1) AND (a)(2) OF THIS CLAUSE SHALL
BE ALL FINANCING PAYMENTS TO SUBCONTRACTORS OR DIVISIONS, IF THE FOLLOWING
CONDITIONS ARE MET:
(1) THE AMOUNTS INCLUDED ARE LIMITED TO -(i) THE UNLIQUIDATED REMAINDER OF FINANCING PAYMENTS MADE; PLUS
(ii) ANY UNPAID SUBCONTRACTOR REQUESTS FOR FINANCING PAYMENTS.
(2) THE SUBCONTRACT OR INTERDIVISIONAL ORDER IS EXPECTED TO INVOLVE A MINIMUM
OF APPROXIMATELY 6 MONTHS BETWEEN THE BEGINNING OF WORK AND THE FIRST
DELIVERY, OR, IF THE SUBCONTRACTOR IS A SMALL BUSINESS CONCERN OR A SMALL
DISADVANTAGED BUSINESS CONCERN, 4 MONTHS.
(3) IF THE FINANCING PAYMENTS ARE IN THE FORM OR PROGRESS PAYMENTS, THE TERMS
OF THE SUBCONTRACT OR INTERDIVISIONAL ORDER CONCERNING PROGRESS PAYMENTS (i) ARE SUBSTANTIALLY SIMILAR TO THE TERMS OF THIS CLAUSE, INCLUDING PARAGRAPH 2
BELOW FOR ANY SUBCONTRACTOR THAT IS A SMALL BUSINESS CONCERN, OR A SMALL
DISADVANTAGED BUSINESS CONCERN;
(ii) ARE AT LEAST AS FAVORABLE TO BUYER AS THE TERMS OF THIS CLAUSE;
(iii) ARE NOT MORE FAVORABLE TO THE SUBCONTRACTOR OR DIVISION THAN THE TERMS
OF THIS CLAUSE ARE TO THE SELLER;
(iv) ARE IN CONFORMANCE WITH THE REQUIREMENTS OF FAR 32.504(e); AND
(v) SUBORDINATE ALL SUBCONTRACTOR RIGHTS CONCERNING PROPERTY TO WHICH
BUYER HAS TITLE UNDER THE SUBCONTRACT TO THE BUYER'S RIGHT TO REQUIRE
DELIVERY OF THE PROPERTY TO BUYER IF -(A) SELLER DEFAULTS; OR
(B) THE SUBCONTRACTOR BECOMES BANKRUPT OR INSOLVENT.
(4) IF THE FINANCING PAYMENTS ARE IN THE FORM OF PERFORMANCE-BASED PAYMENTS,
THE TERMS OF THE SUBCONTRACT OR INTERDIVISIONAL ORDER CONCERNING PAYMENTS(i) ARE SUBSTANTIALLY SIMILAR TO THE PERFORMANCE-BASED PAYMENTS CLAUSE AT FAR
52.232-32 AND MEET THE CRITERIA FOR, AND DEFINITION OF, PERFORMANCE-BASED
PAYMENTS IN FAR PART 32;
(ii) ARE IN CONFORMANCE WITH THE REQUIREMENTS OF FAR 32.504(f); AND
(ii) SUBORDINATE ALL SUBCONTRACTOR RIGHTS CONCERNING PROPERTY TO WHICH THE
GOVERNMENT HAS TITLE UNDER THE SUBCONTRACT TO BUYER’S AND/OR THE
GOVERNMENT'S RIGHT TO REQUIRE DELIVERY OF THE PROPERTY TO BUYER AND/OR THE
GOVERNMENT IF-(A) SELLER DEFAULTS; OR
(B) THE SUBCONTRACTOR BECOMES BANKRUPT OR INSOLVENT.
(5) IF THE FINANCING PAYMENTS ARE IN THE FORM OF COMMERCIAL ITEM FINANCING
PAYMENTS, THE TERMS OF THE SUBCONTRACT OR INTERDIVISIONAL ORDER CONCERNING
PAYMENTS(i) ARE CONSTRUCTED IN ACCORDANCE WITH FAR 32.206(c) AND INCLUDED IN A
SUBCONTRACT FOR A COMMERCIAL ITEM PURCHASE THAT MEETS THE DEFINITION AND
STANDARDS FOR ACQUISITION OF COMMERCIAL ITEMS IN FAR PART 2 AND 12;
(ii) ARE IN CONFORMANCE WITH THE REQUIREMENTS OF FAR 32.504(g); AND
(iii) SUBORDINATE ALL SUBCONTRACTOR RIGHTS CONCERNING PROPERTY TO WHICH THE
GOVERNMENT HAS TITLE UNDER THE SUBCONTRACT TO BUYER’S AND/OR THE
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GOVERNMENT'S RIGHT TO REQUIRE DELIVERY OF THE PROPERTY TO BUYER AND/OR THE
GOVERNMENT IF-(A) SELLER DEFAULTS; OR
(B) THE SUBCONTRACTOR BECOMES BANKRUPT OR INSOLVENT.
(6) IF FINANCING IS IN THE FORM OF PROGRESS PAYMENTS, THE PROGRESS PAYMENT
RATE IN THE SUBCONTRACT IS THE CUSTOMARY RATE USED BY THE CONTRACTING
AGENCY, DEPENDING ON WHETHER THE SUBCONTRACTOR IS OR IS NOT A SMALL
BUSINESS CONCERN.
(7) CONCERNING ANY PROCEEDS RECEIVED BY THE GOVERNMENT FOR PROPERTY TO
WHICH TITLE HAS VESTED IN THE GOVERNMENT UNDER THE SUBCONTRACT TERMS, THE
PARTIES AGREE THAT THE PROCEEDS SHALL BE APPLIED TO REDUCING ANY
UNLIQUIDATED FINANCING PAYMENTS BY BUYER TO SELLER UNDER THIS ORDER.
(8) IF NO UNLIQUIDATED FINANCING PAYMENTS TO SELLER REMAIN, BUT THERE ARE
UNLIQUIDATED FINANCING PAYMENTS THAT SELLER HAS MADE TO ANY SUBCONTRACTOR,
SELLER SHALL BE SUBROGATED TO ALL THE RIGHTS BUYER OBTAINED THROUGH THE
TERMS REQUIRED BY THIS CLAUSE TO BE IN ANY SUBCONTRACT, AS IF ALL SUCH RIGHTS
HAD BEEN ASSIGNED AND TRANSFERRED TO SELLER.
(9) TO FACILITATE SMALL BUSINESS PARTICIPATION IN SUBCONTRACTING UNDER THIS
ORDER, SELLER SHALL PROVIDE FINANCING PAYMENTS TO SMALL BUSINESS CONCERNS,
IN CONFORMITY WITH THE STANDARDS FOR CUSTOMARY CONTRACT FINANCING
PAYMENTS STATED IN SUBPART 32.113. SELLER SHALL NOT CONSIDER THE NEED FOR
SUCH FINANCING PAYMENTS AS A HANDICAP OR ADVERSE FACTOR IN THE AWARD OF
SUBCONTRACTS.
(k) LIMITATIONS ON UNDEFINITIZED CONTRACT ACTIONS. NOTWITHSTANDING ANY OTHER
PROGRESS PAYMENT PROVISIONS IN THIS ORDER, PROGRESS PAYMENTS MAY NOT
EXCEED 80 PERCENT OF COSTS INCURRED ON WORK ACCOMPLISHED UNDER
UNDEFINITIZED CONTRACT ACTIONS. A "CONTRACT ACTION" IS ANY ACTION RESULTING IN
AN ORDER INCLUDING MODIFICATIONS FOR ADDITIONAL SUPPLIES OR SERVICES, BUT NOT
INCLUDING MODIFICATIONS THAT ARE WITHIN THE SCOPE AND UNDER THE TERMS OF THE
ORDER, SUCH AS MODIFICATIONS ISSUED PURSUANT TO THE CHANGES CLAUSE, OR
FUNDING AND OTHER ADMINISTRATIVE CHANGES. THIS LIMITATION SHALL APPLY TO THE
COSTS INCURRED, AS COMPUTED IN ACCORDANCE WITH PARAGRAPH (a) OF THIS CLAUSE,
AND SHALL REMAIN IN EFFECT UNTIL THE UNDEFINITIZED CONTRACT ACTION IS
DEFINITIZED. COSTS INCURRED WHICH ARE SUBJECT TO THIS LIMITATION SHALL BE
SEGREGATED ON SELLER PROGRESS PAYMENT REQUESTS AND INVOICES FROM THOSE
COSTS ELIGIBLE FOR HIGHER PROGRESS PAYMENT RATES. FOR PURPOSES OF PROGRESS
PAYMENT LIQUIDATION, AS DESCRIBED IN PARAGRAPH (b) OF THIS CLAUSE, PROGRESS
PAYMENTS FOR UNDEFINITIZED CONTRACT ACTIONS SHALL BE LIQUIDATED AT 80
PERCENT OF THE AMOUNT INVOICED FOR WORK PERFORMED UNDER THE UNDEFINITIZED
CONTRACT ACTION AS LONG AS THE CONTRACT ACTION REMAINS UNDEFINITIZED. THE
AMOUNT OF UNLIQUIDATED PROGRESS PAYMENTS FOR UNDEFINITIZED CONTRACT
ACTIONS SHALL NOT EXCEED 80 PERCENT OF THE MAXIMUM LIABILITY OF BUYER UNDER
THE UNDEFINITIZED CONTRACT ACTION OR SUCH LOWER LIMIT SPECIFIED ELSEWHERE IN
THE CONTRACT. SEPARATE LIMITS MAY BE SPECIFIED FOR SEPARATE ACTIONS.
(l) DUE DATE. BUYER WILL MAKE PROGRESS PAYMENTS IN ACCORDANCE WITH THE
PAYMENT PERIOD SPECIFIED IN THIS ORDER AFTER BUYER RECEIVES A PROPER
PROGRESS PAYMENT REQUEST. IN THE EVENT THAT BUYER REQUIRES AN AUDIT OR
OTHER REVIEW OF A SPECIFIC PROGRESS PAYMENT REQUEST TO ENSURE COMPLIANCE
WITH THE TERMS AND CONDITIONS OF THIS ORDER, BUYER IS NOT COMPELLED TO MAKE A
PAYMENT BY THE SPECIFIED DUE DATE. PROGRESS PAYMENTS ARE CONSIDERED
CONTRACT FINANCING AND ARE NOT SUBJECT TO ANY INTEREST PENALTY.
2. IF THE ORDER IS WITH A SMALL BUSINESS CONCERN OR A SMALL DISADVANTAGED
BUSINESS CONCERN, CHANGE EACH MENTION OF THE PROGRESS PAYMENT AND
LIQUIDATION RATES EXCEPTING PARAGRAPH (k) TO THE RATE SPECIFIED IN DEFENSE
FEDERAL ACQUISITION REGULATIONS SUPPLEMENT (“DFARS”) CLAUSE 252.232-7004,
ENTITLED DOD PROGRESS PAYMENT RATES, FOR SMALL BUSINESS CONCERNS AND SMALL
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DISADVANTAGED BUSINESS CONCERNS.
3. IF THIS ORDER IS A LETTER CONTRACT THIS PARAGRAPH 3 APPLIES AND PARAGRAPHS
(m) AND (n) BELOW ARE HEREBY ADDED TO THE END OF PARAGRAPH 1 ABOVE. THE
AMOUNT SPECIFIED IN PARAGRAPH (n) MUST NOT EXCEED 80 PERCENT APPLIED TO THE
MAXIMUM LIABILITY OF BUYER UNDER THE LETTER CONTRACT. SEPARATE LIMITS MAY BE
SPECIFIED FOR SEPARATE PARTS OF THE WORK.
(m) PROGRESS PAYMENTS MADE UNDER THIS LETTER CONTRACT SHALL, UNLESS
PREVIOUSLY LIQUIDATED UNDER PARAGRAPH (b) OF THIS CLAUSE, BE LIQUIDATED UNDER
THE FOLLOWING PROCEDURES:
(1) IF THIS LETTER CONTRACT IS SUPERSEDED BY A DEFINITIVE ORDER, UNLIQUIDATED
PROGRESS PAYMENTS MADE UNDER THIS LETTER CONTRACT SHALL BE LIQUIDATED BY
DEDUCTING THE AMOUNT FROM THE FIRST PROGRESS OR OTHER PAYMENTS MADE
UNDER THE DEFINITIVE CONTRACT.
(2) IF THIS LETTER CONTRACT IS NOT SUPERSEDED BY A DEFINITIVE ORDER CALLING FOR
THE FURNISHING OF ALL OR PART OF THE ARTICLES OR SERVICES COVERED UNDER THE
LETTER CONTRACT, UNLIQUIDATED PROGRESS PAYMENTS MADE UNDER THE LETTER
CONTRACT SHALL BE LIQUIDATED BY DEDUCTION FROM THE AMOUNT PAYABLE UNDER
THE TERMINATION CLAUSE.
(3) IF THIS LETTER CONTRACT IS PARTLY TERMINATED AND PARTLY SUPERSEDED BY AN
ORDER, BUYER WILL ALLOCATE THE UNLIQUIDATED PROGRESS PAYMENTS TO THE
TERMINATED AND UNTERMINATED PORTIONS AS BUYER DEEMS EQUITABLE, AND WILL
LIQUIDATE EACH PORTION UNDER THE RELEVANT PROCEDURE IN PARAGRAPHS (m)(1) AND
(m)(2) OF THIS CLAUSE.
(4) IF THE METHOD OF LIQUIDATING PROGRESS PAYMENTS PROVIDED IN THIS CLAUSE
DOES NOT RESULT IN FULL LIQUIDATION, SELLER SHALL IMMEDIATELY PAY THE
UNLIQUIDATED BALANCE TO BUYER ON DEMAND.
(n) THE AMOUNT OF UNLIQUIDATED PROGRESS PAYMENTS SHALL NOT EXCEED
$_______________.
T574
Clause T574: Progress Payments
(9-3-13)
Buyer will make progress payments to Seller when requested as work progresses, but not more
frequently than monthly in amounts of $2,500 or more approved by Buyer, under the following
conditions:
(a) Computation of amounts.
(1) Unless Seller requests a smaller amount, Buyer will compute each progress payment as
__________ percent of Seller’s total costs incurred under this Order whether or not actually
paid, plus financing payments to subcontractors (see paragraph (j) of this clause), less the
sum of all previous progress payments made by Buyer under this Order. Buyer will consider
cost of money that would be allowable under FAR 31.205-10 as an incurred cost for progress
payment purposes.
(2) The amount of financing and other payments for supplies and services purchased directly
for the Order are limited to the amounts that have been paid by cash, check, or other forms of
payment, or that are determined due will be paid to subcontractors-(i) In accordance with the terms and conditions of a subcontract or invoice; and
(ii) Ordinarily within 30 days of the submission of Seller’s payment request to Buyer.
(3) Buyer will exclude accrued costs of Seller contributions under employee pension plans
until actually paid unless-(i) Seller’s practice is to make contributions to the retirement fund quarterly or more
frequently; and
(ii) The contribution does not remain unpaid 30 days after the end of the applicable
quarter or shorter payment period (any contribution remaining unpaid shall be
excluded from Seller’s total costs for progress payments until paid).
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(4) Seller shall not include the following in total costs for progress payment purposes in
paragraph (a)(1) of this clause:
(i) Costs that are not reasonable, allocable to this Order, and consistent with sound
and generally accepted accounting principles and practices.
(ii) Costs incurred by subcontractors or suppliers.
(iii) Costs ordinarily capitalized and subject to depreciation or amortization except for
the properly depreciated or amortized portion of such costs.
(iv) Payments made or amounts payable to the subcontractors or suppliers, except
for-(A) completed work, including partial deliveries, to which Seller has
acquired title; and
(B) Work under cost-reimbursement or time-and-material subcontracts to
which Seller has acquired title.
(5) The amount of unliquidated progress payments may exceed neither (i) the progress
payments made against incomplete work (including allowable unliquidated progress payments
to subcontractors) nor (ii) the value, for progress payment purposes, of the incomplete work.
Incomplete work shall be considered to be the supplies and services required by this Order,
for which delivery and invoicing by Seller and acceptance by Buyer are incomplete.
(6) The total amount of progress payments shall not exceed 80 percent of the total Order
price.
(7) If a progress payment or the unliquidated progress payments exceed the amounts
permitted by subparagraphs (a)(4) or (a)(5) above, Seller shall repay the amount of such
excess to Buyer on demand.
(8) Notwithstanding any other terms of this Order, Seller agrees not to request progress
payments in dollar amounts of less than $2,500. Buyer may make exceptions.
(9) The costs applicable to items delivered, invoiced, and accepted shall not include costs in
excess of the Order price of the items.
(b) Liquidation. Except as provided in the Termination for Convenience clause, all progress payments
shall be liquidated by deducting from any payment under this Order, other than advance or progress
payments, the unliquidated progress payments, or 80 percent of the amount invoiced, whichever is
less. Seller shall repay to Buyer any amounts required by a retroactive price reduction, after computing
liquidation’s and payments on past invoices at the reduced prices and adjusting the unliquidated
progress payments accordingly. Buyer reserves the right to unilaterally change from the ordinary
liquidation rate to an alternate rate when deemed appropriate for proper Order financing.
(c) Reduction or suspension. Buyer may reduce or suspend progress payments, increase the rate of
liquidation, or take a combination of these actions, after finding on substantial evidence any of the
following conditions:
(1) Seller failed to comply with any material requirement of this Order (which includes
paragraphs (f) and (g) below).
(2) Performance of this Order is endangered by Seller’s -(i) Failure to make progress; or
(ii) Unsatisfactory financial condition.
(3) Inventory allocated to this Order substantially exceeds reasonable requirements.
(4) Seller is delinquent in payment of the costs of performing this Order in the ordinary course
of business.
(5) The fair value of the undelivered work is less than the amount of unliquidated progress
payments for that work.
(6) Seller is realizing less profit than that reflected in the establishment of any alternate
liquidation rate in paragraph (b) above, and that rate is less than the progress payment rate
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stated in subparagraph (a)(1) above.
(d) Title.
(1) Title to the property described in this paragraph (d) shall vest in the Government. Vestiture
shall be immediately upon the date of this Order, for property acquired or produced before
that date. Otherwise, vestiture shall occur when the property is or should have been allocable
or properly chargeable to this Order.
(2) “Property,” as used in this clause, includes all of the below-described items acquired or
produced by Seller that are or should be allocable or properly chargeable to this Order under
sound and generally accepted accounting principles and practices.
(i) Parts, materials, inventories, and work in process;
(ii) Special tooling and special test equipment to which the Government is to acquire
title;
(iii) Nondurable (i.e., noncapital) tools, jigs, dies, fixtures, molds, patterns, taps,
gauges, test equipment, and other similar manufacturing aids, title to which would
not be obtained as special tooling under subparagraph (ii) above; and
(iv) Drawings and technical data, to the extent Seller or subcontractors are required
to deliver them to Buyer by other clauses of this Order.
(3) Although title to property is in the Government under this clause, other applicable clauses
of this Order; e.g., the termination clauses, shall determine the handling and disposition of the
property.
(4) Seller may sell any scrap resulting from production under this Order without requesting
Buyer’s approval, but the proceeds shall be credited against the costs of performance.
(5) To acquire for its own use or dispose of property to which title is vested in the Government
under this clause, Seller must obtain Buyer’s advance approval of the action and the terms.
Seller shall
(i) exclude the allocable costs of the property from the costs of Order performance,
and
(ii) repay to Buyer any amount of unliquidated progress payments allocable to the
property. Repayment may be by cash or credit memorandum.
(6) When Seller completes all of the obligations under this Order, including liquidation of all
progress payments, title shall vest in Seller for all property (or the proceeds thereof) not -(i) Delivered to, and accepted by, Buyer under this Order; or
(ii) Incorporated in supplies delivered to, and accepted by, the Government under
this Order and to which title is vested in the Government under this clause.
(7) The terms of this Order concerning liability for Government-furnished property shall not
apply to property to which the Government acquired title solely under this clause.
(e) Risk of loss. Before delivery to and acceptance by Buyer, Seller shall bear the risk of loss for
property, the title to which vests in Buyer or the Government under this clause, except to the extent
Buyer expressly assumes the risk. Seller shall repay Buyer an amount equal to the unliquidated
progress payments that are based on costs allocable to property that is lost (see 45.101).
(f) Control of costs and property. Seller shall maintain an accounting system and controls adequate for
the proper administration of this clause.
(g) Reports and access to records.
(1) Seller shall promptly furnish reports, certificates, financial statements, and other pertinent
information (including estimates to complete) reasonably requested by the Contracting Officer
or Buyer for the administration of this clause. Also, Seller shall give the Government or Buyer
reasonable opportunity to examine and verify Seller’s books, records, and accounts.
(2) Seller shall furnish estimates to complete that have been developed or updated within six
months of the date of the progress payment request. The estimates to complete shall
represent Seller’s best estimate of total costs to complete all remaining contract work required
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under this Order. The estimates shall include sufficient detail to permit Government or Buyer
verification.
(3) Each Seller request for progress payment shall:
(i) Be submitted on Standard Form 1443, Contractor’s Request for Progress
Payment, or the electronic equivalent as required by agency regulations, in
accordance with the form instructions and the Order terms; and
(ii) Include any additional supporting documentation requested by the Contracting
Officer or Buyer.
(h) Special terms regarding default. If this Order is terminated for default,
(i) Seller shall, on demand, repay to Buyer the amount of unliquidated progress
payments.
(i) Reservations of rights.
(1) No payment or vesting of title under this clause shall—
(i) Excuse Seller from performance of obligations under this Order; or
(ii) Constitute a waiver of any of the rights or remedies of the parties under this Order
(2) Buyer’s rights and remedies under this clause—
(i) Shall not be exclusive but rather shall be in addition to any other rights and
remedies provided by law or this Order; and
(ii) Shall not be affected by delayed, partial, or omitted exercise of any right, remedy,
power, or privilege, nor shall such exercise or any single exercise preclude or impair
any further exercise under this clause or the exercise of any other right, power, or
privilege of Buyer.
(j) Financing payments to subcontractors. The financing payments to subcontractors mentioned in
paragraphs (a)(1) and (a)(2) of this clause shall be all financing payments to subcontractors or
divisions, if the following conditions are met:
(1) The amounts included are limited to—
(i) The unliquidated remainder of financing payments made; plus
(ii) Any unpaid subcontractor requests for financing payments.
(2) The subcontract or interdivisional order is expected to involve a minimum of approximately
6 months between the beginning of work and the first delivery, or, if the subcontractor is a
small business concern, 4 months.
(3) If the financing payments are in the form or progress payments, the terms of the
subcontract or interdivisional order concerning progress payments -(i) Are substantially similar to the terms of the clause for any subcontractor that is a
large business concern, or that clause with its Alternate I for any subcontractor that
is a small business concern;
(ii) Are at least as favorable to Buyer as the terms of this clause;
(iii) Are not more favorable to the subcontractor or division than the terms of this
clause are to Seller;
(iv) Are in conformance with the requirements of FAR 32.504(e); and
(v) Subordinate all subcontractor rights concerning property to which Buyer has title
under the subcontract to Buyer’s right to require delivery of the property to Buyer if -(A) Seller defaults; or
(B) The subcontractor becomes bankrupt or insolvent.
(4) If the financing payments are in the form of performance-based payments, the terms of the
subcontract or interdivisional order concerning payments—
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(i) Are substantially similar to the Performance-Based Payments clause at FAR
52.232-32 and meet the criteria for, and definition of, performance-based payments
in FAR Part 32;
(ii) Are in conformance with the requirements of FAR 32.504(f); and
(iii) Subordinate all subcontractor rights concerning property to which Buyer has title
under the subcontract to Buyer’s right to require delivery of the property to Buyer if—
(A) Seller defaults; or
(B) The subcontractor becomes bankrupt or insolvent.
(5) If the financing payments are in the form of commercial item financing payments, the
terms of the subcontract or interdivisional order concerning payments—
(i) Are constructed in accordance with FAR 32.206(c) and included in a subcontract
for a commercial item purchase that meets the definition and standards for
acquisition of commercial items in FAR Part 2 and 12;
(ii) Are in conformance with the requirements of FAR 32.504(g); and
(iii) Subordinate all subcontractor rights concerning property to which Buyer has title
under the subcontract to Buyer’s right to require delivery of the property to Buyer if—
(A) Seller defaults; or
(B) The subcontractor becomes bankrupt or insolvent.
(6) If financing is in the form of progress payments, the progress payment rate in the
subcontract is the customary rate used by the contracting agency, depending on whether the
subcontractor is or is not a small business concern.
(7) Concerning any proceeds received by Buyer for property to which title has vested in Buyer
under the subcontract terms, the parties agree that the proceeds shall be applied to reducing
any unliquidated financing payments by Buyer to Seller under this Order.
(8) If no unliquidated financing payments to Seller remain, but there are unliquidated financing
payments that Seller has made to any subcontractor, Seller shall be subrogated to all the
rights Buyer obtained through the terms required by this clause to be in any subcontract, as if
all such rights had been assigned and transferred to Seller.
(9) To facilitate small business participation in subcontracting under this Order, Seller shall
provide financing payments to small business concerns, in conformity with the standards for
customary contract financing payments stated in Subpart 32.113. Seller shall not consider the
need for such financing payments as a handicap or adverse factor in the award of
subcontracts.
(k) Limitations on undefinitized contract actions. Notwithstanding any other progress payment
provisions in this Order, progress payments may not exceed 80 percent of costs incurred on work
accomplished under undefinitized contract actions. A “contract action” is any action resulting in a
contract, as defined in Subpart 2.1, including contract modifications for additional supplies or services,
but not including contract modifications that are within the scope and under the terms of the contract,
such as contract modifications issued pursuant to the Changes clause, or funding and other
administrative changes. This limitation shall apply to the costs incurred, as computed in accordance
with paragraph (a) of this clause, and shall remain in effect until the contract action is definitized. Costs
incurred which are subject to this limitation shall be segregated on Seller progress payment requests
and invoices from those costs eligible for higher progress payment rates. For purposes of progress
payment liquidation, as described in paragraph (b) of this clause, progress payments for undefinitized
contract actions shall be liquidated at 80 percent of the amount invoiced for work performed under the
undefinitized contract action as long as the contract action remains undefinitized. The amount of
unliquidated progress payments for undefinitized contract actions shall not exceed 80 percent of the
maximum liability of Buyer under the undefinitized contract action or such lower limit specified
elsewhere in this Order. Separate limits may be specified for separate actions.
(l) Due date. Buyer will make progress payments under the terms set forth in this Order. In the event
that Buyer requires an audit or other review of a specific progress payment request to ensure
compliance with the terms and conditions of this Order, Buyer is not compelled to make a payment by
the specified due date. Progress payments are considered contract financing and are not subject to the
Page 205 of 237
interest penalty provisions of the Prompt Payment Act.
(m) Progress payments under indefinite-delivery contracts. Seller shall account for and submit
progress payment requests under individual orders as if the order constituted a separate contract,
unless otherwise specified in this Order.
T575.000
FAR – PROGRESS PAYMENTS (SMALL BUSINESS). PROGRESS PAYMENTS SHALL BE MADE TO
SELLER WHEN REQUESTED AS WORK PROGRESSES, BUT NOT MORE FREQUENTLY THAN
MONTHLY IN AMOUNTS APPROVED BY BUYER, UNDER THE FOLLOWING CONDITIONS:
A. COMPUTATION OF AMOUNTS.
(1) UNLESS SELLER REQUESTS A SMALLER AMOUNT, EACH PROGRESS PAYMENT SHALL BE
COMPUTED AS:
(I) _____ PERCENT OF SELLER’S TOTAL COSTS INCURRED UNDER THIS ORDER WHETHER OR
NOT ACTUALLY PAID, PLUS
(II) PROGRESS PAYMENTS TO SUBCONTRACTORS (SEE PARAGRAPH J BELOW), ALL LESS THE
SUM OF ALL PREVIOUS PROGRESS PAYMENTS MADE BY BUYER UNDER THIS ORDER. COST
OF MONEY THAT WOULD BE ALLOWABLE UNDER 31.205-10 OF THE FEDERAL ACQUISITION
REGULATIONS (FAR) SHALL BE DEEMED AN INCURRED COST FOR PROGRESS PAYMENT
PURPOSES.
(2) ACCRUED COSTS OF SELLER CONTRIBUTIONS UNDER EMPLOYEE PENSION PLANS SHALL
BE EXCLUDED UNTIL ACTUALLY PAID UNLESS:
(I) SELLER’S PRACTICE IS TO MAKE CONTRIBUTIONS TO THE RETIREMENT FUND QUARTERLY
OR MORE FREQUENTLY; AND
(II) THE CONTRIBUTION DOES NOT REMAIN UNPAID 30 DAYS AFTER THE END OF THE
APPLICABLE QUARTER OR SHORTER PAYMENT PERIOD (ANY CONTRIBUTIONS REMAINING
UNPAID SHALL BE EXCLUDED FROM SELLER’S TOTAL COSTS FOR PROGRESS PAYMENTS
UNTIL PAID).
(3) SELLER SHALL NOT INCLUDE THE FOLLOWING IN TOTAL COSTS FOR PROGRESS PAYMENT
PURPOSES IN SUBPARAGRAPH A (1) (I) ABOVE:
(I) COSTS THAT ARE NOT REASONABLE, ALLOCABLE TO THIS ORDER, AND CONSISTENT WITH
SOUND AND GENERALLY ACCEPTED ACCOUNTING PRINCIPLES AND PRACTICES.
(II) COSTS INCURRED BY LOWER-TIER SUBCONTRACTORS OR SUPPLIERS.
(III) COSTS ORDINARILY CAPITALIZED AND SUBJECT TO DEPRECIATION OR AMORTIZATION
EXCEPT FOR THE PROPERLY DEPRECIATED OR AMORTIZED PORTION OF SUCH COSTS.
(IV) PAYMENTS MADE OR AMOUNTS PAYABLE TO LOWER-TIER SUBCONTRACTORS OR
SUPPLIERS, EXCEPT FOR (A) COMPLETED WORK, INCLUDING PARTIAL DELIVERIES, TO WHICH
THE SELLER HAS ACQUIRED TITLE; AND (B) WORK UNDER COST-REIMBURSEMENT OR
TIME-AND-MATERIAL SUBCONTRACTS TO WHICH SELLER HAS ACQUIRED TITLE.
(4) THE AMOUNT OF UNLIQUIDATED PROGRESS PAYMENTS MAY EXCEED NEITHER:
(I) THE PROGRESS PAYMENTS MADE AGAINST INCOMPLETE WORK (INCLUDING ALLOWABLE
UNLIQUIDATED PROGRESS PAYMENTS TO SUBCONTRACTORS), NOR
(II) THE VALUE, FOR PROGRESS PAYMENT PURPOSES, OF THE INCOMPLETE WORK.
INCOMPLETE WORK SHALL BE CONSIDERED TO BE THE SUPPLIES AND SERVICES REQUIRED
BY THIS ORDER, FOR WHICH DELIVERY AND INVOICING BY SELLER AND ACCEPTANCE BY
BUYER ARE INCOMPLETE.
(5) THE TOTAL AMOUNT OF PROGRESS PAYMENTS SHALL NOT EXCEED _____ PERCENT OF
THE TOTAL ORDER PRICE.
(6) IF A PROGRESS PAYMENT OR THE UNLIQUIDATED PROGRESS PAYMENTS EXCEED THE
AMOUNTS PERMITTED BY SUBPARAGRAPHS A (4) OR A (5) ABOVE, SELLER SHALL REPAY THE
AMOUNT OF SUCH EXCESS TO BUYER ON DEMAND.
B. LIQUIDATION. EXCEPT AS PROVIDED IN THE TERMINATION CLAUSE, ALL PROGRESS
PAYMENTS SHALL BE LIQUIDATED BY DEDUCTING FROM ANY PAYMENT UNDER THIS ORDER,
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OTHER THAN ADVANCE OR PROGRESS PAYMENTS, THE UNLIQUIDATED PROGRESS
PAYMENTS, OR _____ PERCENT OF THE AMOUNT INVOICED, WHICHEVER IS LESS. SELLER
SHALL REPAY TO BUYER ANY AMOUNTS REQUIRED BY A RETROACTIVE PRICE REDUCTION
AFTER COMPUTING LIQUIDATIONS AND PAYMENTS ON PAST INVOICES AT THE REDUCED
PRICES AND ADJUSTING THE UNLIQUIDATED PROGRESS PAYMENTS ACCORDINGLY. BUYER
RESERVES THE RIGHT TO UNILATERALLY CHANGE FROM THE ORDINARY LIQUIDATION RATE
TO AN ALTERNATE RATE WHEN DEEMED APPROPRIATE FOR PROPER ORDER FINANCING.
C. REDUCTION OR SUSPENSION. BUYER MAY REDUCE OR SUSPEND PROGRESS PAYMENTS,
INCREASE THE RATE OF LIQUIDATION, OR TAKE A COMBINATION OF THESE ACTIONS, AFTER
FINDING ON SUBSTANTIAL EVIDENCE ANY OF THE FOLLOWING CONDITIONS
(1) SELLER FAILED TO COMPLY WITH ANY MATERIAL REQUIREMENT OF THIS ORDER (WHICH
INCLUDES PARAGRAPHS F AND G BELOW).
(2) PERFORMANCE OF THIS ORDER IS ENDANGERED BY SELLER’S:
(I) FAILURE TO MAKE PROGRESS, OR
(II) UNSATISFACTORY FINANCIAL CONDITION.
(3) INVENTORY ALLOCATED TO THIS ORDER SUBSTANTIALLY EXCEEDS REASONABLE
REQUIREMENTS.
(4) SELLER IS DELINQUENT IN PAYMENT OF THE COSTS OF PERFORMING THIS ORDER IN THE
ORDINARY COURSE OF BUSINESS.
(5) THE UNLIQUIDATED PROGRESS PAYMENTS EXCEED THE FAIR VALUE OF THE WORK
ACCOMPLISHED ON THE UNDELIVERED PORTION OF THIS ORDER.
(6) SELLER IS REALIZING LESS PROFIT THAN THAT REFLECTED IN THE ESTABLISHMENT OF
ANY ALTERNATE LIQUIDATION RATE IN PARAGRAPH B ABOVE, AND THAT RATE IS LESS THAN
THE PROGRESS PAYMENT RATE STATED IN SUBPARAGRAPH A (1) ABOVE.
D. TITLE.
(1) TITLE TO THE PROPERTY DESCRIBED IN THIS PARAGRAPH D SHALL VEST IN THE
GOVERNMENT. VESTITURE SHALL BE IMMEDIATELY UPON THE DATE OF THIS ORDER, FOR
PROPERTY ACQUIRED OR PRODUCED BEFORE THAT DATE. OTHERWISE, VESTITURE SHALL
OCCUR WHEN THE PROPERTY IS OR SHOULD HAVE BEEN ALLOCABLE OR PROPERLY
CHARGEABLE TO THIS ORDER.
(2) “PROPERTY,” AS USED IN THIS CLAUSE, INCLUDES ALL OF THE BELOW-DESCRIBED ITEMS
ACQUIRED OR PRODUCED BY SELLER THAT ARE OR SHOULD BE ALLOCABLE OR PROPERLY
CHARGEABLE TO THIS ORDER UNDER SOUND AND GENERALLY ACCEPTED ACCOUNTING
PRINCIPLES AND PRACTICES.
(I) PARTS, MATERIALS, INVENTORIES, AND WORK IN PROCESS;
(II) SPECIAL TOOLING AND SPECIAL TEST EQUIPMENT TO WHICH THE GOVERNMENT IS TO
ACQUIRE TITLE UNDER ANY OTHER CLAUSE OF THIS ORDER;
(III) NONDURABLE (I.E., NONCAPITAL) TOOLS, JIGS, DIES, FIXTURES, MOLDS, PATTERNS, TAPS,
GAUGES, TEST EQUIPMENT, AND OTHER SIMILAR MANUFACTURING AIDS, TITLE TO WHICH
WOULD NOT BE OBTAINED AS SPECIAL TOOLING UNDER SUBPARAGRAPH (II) ABOVE; AND
(IV) DRAWINGS AND TECHNICAL DATA, TO THE EXTENT THE SELLER OR LOWER-TIER
SUBCONTRACTORS ARE REQUIRED TO DELIVER THEM TO BUYER OR THE GOVERNMENT BY
OTHER CLAUSES OF THIS ORDER.
(3) ALTHOUGH TITLE TO PROPERTY IS IN THE GOVERNMENT UNDER THIS CLAUSE, OTHER
APPLICABLE CLAUSES OF THIS ORDER, E.G., THE TERMINATION OR SPECIAL TOOLING
CLAUSES, SHALL DETERMINE THE HANDLING AND DISPOSITION OF THE PROPERTY.
(4) SELLER MAY SELL ANY SCRAP RESULTING FROM PRODUCTION UNDER THIS ORDER
WITHOUT REQUESTING BUYER’S OR THE CONTRACTING OFFICER’S APPROVAL, BUT THE
PROCEEDS SHALL BE CREDITED AGAINST THE COSTS OF PERFORMANCE.
(5) TO ACQUIRE FOR ITS OWN USE OR DISPOSE OF PROPERTY TO WHICH TITLE IS VESTED IN
THE GOVERNMENT UNDER THIS CLAUSE, SELLER MUST OBTAIN BUYER’S AND THE
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CONTRACTING OFFICER’S ADVANCE APPROVAL OF THE ACTION AND THE TERMS. SELLER
SHALL:
(I) EXCLUDE THE ALLOCABLE COSTS OF THE PROPERTY FROM THE COSTS OF PURCHASE
ORDER PERFORMANCE, AND
(II) REPAY TO BUYER ANY AMOUNT OF UNLIQUIDATED PROGRESS PAYMENTS ALLOCABLE TO
THE PROPERTY. REPAYMENT MAY BE BY CASH OR CREDIT MEMORANDUM.
(6) WHEN SELLER COMPLETES ALL OF THE OBLIGATIONS UNDER THIS ORDER, INCLUDING
LIQUIDATION OF ALL PROGRESS PAYMENTS, TITLE SHALL VEST IN SELLER FOR ALL
PROPERTY (OR THE PROCEEDS THEREOF NOT:
(I) DELIVERED TO AND ACCEPTED BY, BUYER AND/OR THE GOVERNMENT UNDER THIS
ORDER; OR
(II) INCORPORATED IN SUPPLIES DELIVERED TO, AND ACCEPTED BY, BUYER AND/OR THE
GOVERNMENT UNDER THIS ORDER AND TO WHICH TITLE IS VESTED IN THE GOVERNMENT
UNDER THIS CLAUSE.
(7) THE TERMS OF THIS CONTRACT CONCERNING LIABILITY FOR GOVERNMENT-FURNISHED
PROPERTY SHALL NOT APPLY TO PROPERTY TO WHICH THE GOVERNMENT ACQUIRED TITLE
SOLELY UNDER THIS CLAUSE.
(8) NOTWITHSTANDING THE FOREGOING OR ANY OTHER PROVISIONS OF THIS ORDER, ALL
RIGHTS OF SELLER CONCERNING PROPERTY TO WHICH THE GOVERNMENT HAS TITLE
UNDER THIS ORDER SHALL BE SUBORDINATE TO BUYER’S AND/OR THE GOVERNMENT’S
RIGHT TO REQUIRE DELIVERY OF THE PROPERTY TO BUYER AND/OR THE GOVERNMENT IF:
(I) THE PRIME CONTRACTOR (WHETHER OR NOT BUYER) OR ANY HIGHER-TIER
SUBCONTRACTOR (WHETHER OR NOT BUYER) DEFAULTS UNDER ITS PRIME CONTRACT OR
HIGHER-TIER SUBCONTRACT, AS THE CASE MAY BE,
(II) SELLER OR ANY LOWER-TIER SUBCONTRACTOR DEFAULTS UNDER ITS SUBCONTRACT,
OR
(III) SELLER OR ANY LOWER-TIER SUBCONTRACTOR BECOMES BANKRUPT OR INSOLVENT.
E. RISK OF LOSS. BEFORE DELIVERY TO AND ACCEPTANCE BY BUYER, SELLER SHALL BEAR
THE RISK OF LOSS FOR PROPERTY, TITLE TO WHICH VESTS IN BUYER UNDER THIS CLAUSE,
EXCEPT TO THE EXTENT THE GOVERNMENT EXPRESSLY ASSUMES THE RISK. SELLER SHALL
REPAY BUYER AN AMOUNT EQUAL TO THE UNLIQUIDATED PROGRESS PAYMENTS THAT ARE
BASED ON COSTS ALLOCABLE TO PROPERTY THAT IS DAMAGED, LOST, STOLEN, OR
DESTROYED.
F. CONTROL OF COSTS AND PROPERTY. SELLER SHALL MAINTAIN AN ACCOUNTING SYSTEM
AND CONTROLS ADEQUATE FOR THE PROPER ADMINISTRATION OF THIS CLAUSE.
G. REPORTS AND ACCESS TO RECORDS. SELLER SHALL PROMPTLY FURNISH REPORTS,
CERTIFICATES, FINANCIAL STATEMENTS, AND OTHER PERTINENT INFORMATION
REASONABLY REQUESTED BY BUYER AND/OR THE CONTRACTING OFFICER FOR THE
ADMINISTRATION OF THIS CLAUSE. ALSO, SELLER SHALL GIVE BUYER AND/OR THE
GOVERNMENT REASONABLE OPPORTUNITY TO EXAMINE AND VERIFY SELLER’S BOOKS,
RECORDS, AND ACCOUNTS.
H. SPECIAL TERMS REGARDING DEFAULT. IF THIS PURCHASE ORDER IS TERMINATED FOR
DEFAULT:
(1) SELLER SHALL, ON DEMAND, REPAY TO BUYER THE AMOUNT OF UNLIQUIDATED
PROGRESS PAYMENTS AND
(2) TITLE SHALL VEST IN SELLER, ON FULL LIQUIDATION OF PROGRESS PAYMENTS, FOR ALL
PROPERTY FOR WHICH BUYER ELECTS NOT TO REQUIRE DELIVERY. BUYER AND/OR THE
GOVERNMENT SHALL BE LIABLE FOR NO PAYMENT EXCEPT AS PROVIDED BY THE DEFAULT
CLAUSE.
I. RESERVATIONS OF RIGHTS.
(1) NO PAYMENT OR VESTING OF TITLE UNDER THIS CLAUSE SHALL:
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(I) EXCUSE SELLER FROM PERFORMANCE OF OBLIGATIONS UNDER THIS ORDER, OR
(II) CONSTITUTE A WAIVER OF ANY OF THE RIGHTS OR REMEDIES OF THE PARTIES UNDER
THE ORDER.
(2) BUYER’S AND THE GOVERNMENT’S RIGHTS AND REMEDIES UNDER THIS CLAUSE:
(I) SHALL NOT BE EXCLUSIVE BUT RATHER SHALL BE IN ADDITION TO ANY OTHER RIGHTS
AND REMEDIES PROVIDED BY LAW OR THIS ORDER AND
(II) SHALL NOT BE AFFECTED BY DELAYED, PARTIAL, OR OMITTED EXERCISE OF ANY RIGHT,
REMEDY, POWER, OR PRIVILEGE, NOR SHALL SUCH EXERCISE OR ANY SINGLE EXERCISE
PRECLUDE OR IMPAIR ANY FURTHER EXERCISE UNDER THIS CLAUSE OR THE EXERCISE OF
ANY OTHER RIGHT, POWER, OR PRIVILEGE OF BUYER OR THE GOVERNMENT.
J. PROGRESS PAYMENTS TO SUBCONTRACTORS. THE AMOUNTS MENTIONED IN A (1) (II)
ABOVE SHALL BE ALL PROGRESS PAYMENTS TO SELLER’S SUBCONTRACTORS OR DIVISIONS,
IF THE FOLLOWING CONDITIONS ARE MET:
(1) THE AMOUNTS INCLUDED ARE LIMITED TO (I) THE UNLIQUIDATED REMAINDER OF
PROGRESS PAYMENTS MADE PLUS (II) FOR SMALL BUSINESS CONCERNS ANY UNPAID
SUBCONTRACTOR REQUESTS FOR PROGRESS PAYMENTS THAT SELLER HAS APPROVED
FOR CURRENT PAYMENT IN THE ORDINARY COURSE OF BUSINESS.
(2) THE SUBCONTRACT OR INTERDIVISIONAL ORDER IS EXPECTED TO INVOLVE A MINIMUM OF
APPROXIMATELY 6 MONTHS BETWEEN THE BEGINNING OF WORK AND THE FIRST DELIVERY,
OR IF THE SUBCONTRACTOR IS A SMALL BUSINESS CONCERN, 4 MONTHS.
(3) THE TERMS OF THE SUBCONTRACT OR INTERDIVISIONAL ORDER CONCERNING
PROGRESS PAYMENTS:
(I) ARE SUBSTANTIALLY SIMILAR TO THE TERMS OF THE CLAUSE AT 52.232-16, PROGRESS
PAYMENTS, OF THE FAR (OR THAT CLAUSE WITH ITS ALTERNATE I FOR ANY
SUBCONTRACTOR THAT IS A SMALL BUSINESS CONCERN);
(II) ARE AT LEAST AS FAVORABLE TO BUYER AND THE GOVERNMENT AS THE TERMS OF THIS
CLAUSE;
(III) ARE NOT MORE FAVORABLE TO THE SUBCONTRACTOR OR DIVISION THAN THE TERMS OF
THIS CLAUSE ARE TO SELLER;
(IV) ARE IN CONFORMANCE WITH THE REQUIREMENTS OF PARAGRAPH 32.504(E) OF THE FAR;
AND
(V) SUBORDINATE ALL SUBCONTRACTOR RIGHTS CONCERNING PROPERTY TO WHICH THE
GOVERNMENT HAS TITLE UNDER THE SUBCONTRACT TO BUYER’S AND/OR THE
GOVERNMENT’S RIGHT TO REQUIRE DELIVERY OF THE PROPERTY TO BUYER AND/OR THE
GOVERNMENT IF (A) THE PRIME CONTRACTOR (WHETHER OR NOT BUYER) OR ANY
HIGHER-TIER SUBCONTRACTOR (WHETHER OR NOT BUYER OR SELLER) DEFAULTS UNDER
ITS PRIME CONTRACT OR HIGHER-TIER SUBCONTRACT, AS THE CASE MAY BE, (B) THE
SUBCONTRACTOR DEFAULTS UNDER THE SUBCONTRACT, OR (C) SELLER OR
SUBCONTRACTOR BECOMES BANKRUPT OR INSOLVENT.
(4) THE PROGRESS PAYMENT RATE IN THE SUBCONTRACT IS THE CUSTOMARY RATE USED
BY THE CONTRACTING AGENCY, DEPENDING ON WHETHER THE SUBCONTRACTOR IS OR IS
NOT A SMALL BUSINESS CONCERN.
(5) THE PARTIES AGREE CONCERNING ANY PROCEEDS RECEIVED BY THE GOVERNMENT FOR
PROPERTY TO WHICH TITLE HAS VESTED IN THE GOVERNMENT UNDER THE SUBCONTRACT
TERMS, THAT THE PROCEEDS SHALL BE APPLIED TO REDUCING ANY UNLIQUIDATED
PROGRESS PAYMENTS BY BUYER TO SELLER UNDER THIS ORDER
(6) IF NO UNLIQUIDATED PROGRESS PAYMENTS TO SELLER REMAIN, BUT THERE ARE
UNLIQUIDATED PROGRESS PAYMENTS THAT SELLER HAS MADE TO ANY SUBCONTRACTOR,
SELLER SHALL BE SUBROGATED TO ALL THE RIGHTS THE BUYER OBTAINED THROUGH THE
TERMS REQUIRED BY THIS CLAUSE TO BE IN ANY SUBCONTRACT, AS IF ALL SUCH RIGHTS
HAD BEEN ASSIGNED AND TRANSFERRED TO SELLER.
(7) SELLER SHALL PAY THE SUBCONTRACTOR’S PROGRESS PAYMENT REQUEST UNDER
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SUBDIVISION J (1) (II) ABOVE, WITHIN A REASONABLE TIME AFTER RECEIVING BUYER
PROGRESS PAYMENT COVERING THOSE AMOUNTS.
(8) TO FACILITATE SMALL BUSINESS PARTICIPATION IN SUBCONTRACTING UNDER THIS
ORDER, SELLER AGREES TO PROVIDE PROGRESS PAYMENTS TO SMALL BUSINESS
CONCERNS, IN CONFORMITY WITH THE STANDARDS FOR CUSTOMARY PROGRESS
PAYMENTS STATED IN SUBPART 32.5 OF THE FAR. THE SELLER FURTHER AGREES THAT THE
NEED FOR SUCH PROGRESS PAYMENTS SHALL NOT BE CONSIDERED AS A HANDICAP OR
ADVERSE FACTOR IN THE AWARD OF SUBCONTRACTS.
T577.000
T578.000
T578.001
THE FOLLOWING CHANGES ARE HEREBY MADE TO BUYER’S TERMS AND CONDITIONS
DOCUMENT T-1 (R. 11/95), CONDITION 57, AS APPLICABLE:
1.
IN SUBPARAGRAPH (1)(A), DELETE CLAUSE 52.222-4, CONTRACT WORK HOURS AND
SAFETY STANDARDS ACT – OVERTIME COMPENSATION;
2.
IN SUBPARAGRAPH (1)(B), DELETE CLAUSE 252.225-7009, DUTY-FREE ENTRY –
QUALIFYING COUNTRY END PRODUCTS AND SUPPLIES; AND ADD CLAUSES 252.2277019, IDENTIFICATION OF RESTRICTED RIGHTS IN COMPUTER SOFTWARE, AND
252.227-7026, DEFERRED DELIVERY OF TECHNICAL DATA OR COMPUTER SOFTWARE;
AND
3.
IN SUBPARAGRAPH (2)(A), DELETE CLAUSE 52.247-63, PREFERENCE FOR UNITED
STATES FLAG AIR CARRIERS.
BASED UPON SELLER’S CERTIFICATION THAT THE ITEMS TO BE PROVIDED PURSUANT TO
THIS ORDER ARE COMMERCIAL ITEMS AS DEFINED IN THE FEDERAL ACQUISITION
REGULATIONS, THE FOLLOWING MODIFICATIONS ARE HEREBY MADE IN TERMS T-1 (R. 11/95),
“PURCHASE ORDER TERMS AND CONDITIONS (GOVERNMENT) (FIXED PRICE-SUPPLY),”:
1.
DELETE THE TEXT OF CONDITIONS 26, 28, 31, 50, 51, 52, 53, 54, 55, 56, AND 57 IN ITS
ENTIRETY AND ANNOTATE THEM “RESERVED”.
2.
ADD A NEW CONDITION 58 WHICH READS AS FOLLOWS: “THE CONTRACT CLAUSE
ENTITLED ‘SUBCONTRACTS FOR COMMERCIAL ITEMS AND COMMERCIAL
COMPONENTS’ SET FORTH AT 52.244-6 OF THE FEDERAL ACQUISITION
REGULATIONS, AS IN EFFECT ON THE DATE OF THE PRIME CONTRACT UNDER WHICH
THIS ORDER IS PLACED, IS INCORPORATED HEREIN AND MADE A PART HEREOF BY
THIS REFERENCE, EXCEPT THAT THE TERM ‘CONTRACTOR’ THEREIN WILL MEAN
‘SELLER’ AND THE TERM ‘CONTRACT’ THEREIN WILL MEAN THIS ORDER.”
BASED ON SELLER’S CERTIFICATION THAT THE ITEMS TO BE PROVIDED PURSUANT TO THIS
ORDER ARE COMMERCIAL ITEMS AS DEFINED IN THE FEDERAL ACQUISITION REGULATIONS,
THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
(1) TERMS T-2 (R. 2-00), ENTILED “PURCHASE ORDER TERMS AND CONDITIONS COMMERCIAL
FIXED PRICE – SUPPLY;”
(2) TERMS T-13 (R. 2/96), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS
(PACKAGING, PACKING, MARKING AND BAR CODING);” AND
(3) FAR CLAUSE 52.244-6, ENTITLED “SUBCONTRACTS FOR COMMERCIAL ITEMS AND
COMMERCIAL COMPONENTS”, AS IN EFFECT ON THE DATE OF THE PRIME CONTRACT
UNDER WHICH THIS ORDER IS PLACED IS INCORPORATED HEREIN, EXCEPT THAT THE
TERMS “CONTRACTOR” THEREIN SHALL MEAN “SELLER” AND “CONTRACT” THEREIN
SHALL MEAN THIS “ORDER.”
T578.002
BASED ON SELLER’S CERTIFICATION THAT THE ITEMS TO BE PROVIDED PURSUANT TO THIS
ORDER ARE COMMERCIAL ITEMS AS DEFINED IN THE FEDERAL ACQUISITION REGULATIONS,
THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
(1) TERMS T-2 (R. 2-00), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS
COMMERCIAL FIXED PRICE – SUPPLY;”
(2) T-13 (R 4-00), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS (PACKAGING,
Page 210 of 237
PACKING, MARKING AND BAR CODING);” AND
(3) FAR CLAUSE 52.244-6, ENTITLED “SUBCONTRACTS FOR COMMERCIAL ITEMS AND
COMMERCIAL COMPONENTS”, AS IN EFFECT ON THE DATE OF THE PRIME CONTRACT
UNDER WHICH THIS ORDER IS PLACED IS INCORPORATED HEREIN, EXCEPT THAT THE
TERMS “CONTRACTOR” THEREIN SHALL MEAN “SELLER” AND “CONTRACT” THEREIN
SHALL MEAN THIS “ORDER.”
T578.003
CLAUSE T578: BASED ON SELLER'S CERTIFICATION THAT THE ITEMS TO BE PROVIDED
PURSUANT TO THIS ORDER ARE COMMERCIAL ITEMS AS DEFINED IN THE FEDERAL
ACQUISITION REGULATIONS, THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
(1) TERMS T-2 (R. 07-00), ENTITLED "PURCHASE ORDER TERMS AND CONDITIONS
COMMERCIAL FIXED PRICE - SUPPLY;"
(2) T-13 (R 04-05), ENTITLED "PURCHASE ORDER TERMS AND CONDITIONS (PACKAGING,
PACKING, MARKING AND BAR CODING);" AND
(3) FAR CLAUSE 52.244-6, ENTITLED "SUBCONTRACTS FOR COMMERCIAL ITEMS AND
COMMERCIAL COMPONENTS", AS IN EFFECT ON THE DATE OF THE PRIME CONTRACT UNDER
WHICH THIS ORDER IS PLACED IS INCORPORATED HEREIN, EXCEPT THAT THE TERMS
"CONTRACTOR" THEREIN SHALL MEAN "SELLER" AND "CONTRACT" THEREIN SHALL MEAN
THIS "ORDER."
T579.000
TERMS T-2 (R. 11/95), “PURCHASE ORDER TERMS AND CONDITIONS (COMMERCIAL) (FIXED
PRICE-SUPPLY),” AND TERMS T-13 (R. 2/96), “PURCHASE ORDER TERMS AND CONDITIONS
(PACKAGING, PACKING, MARKING AND BAR CODING),” PREVIOUSLY TRANSMITTED TO
SELLER, ARE BY THIS REFERENCE MADE A PART HEREOF. NO OTHER EXHIBITS TO TERMS T2 APPLY TO THIS ORDER. FURTHERMORE, EXHIBIT “A” TO TERMS T-13, APPLIES TO THIS
ORDER ONLY IF STANDARD NOTE T408.000 IS SPECIFIED ON THE FACE HEREOF.
T579.001
TERMS T-2 (R. 11/95), “PURCHASE ORDER TERMS AND CONDITIONS (COMMERCIAL) (FIXED
PRICE-SUPPLY),” AND TERMS T-13 (R. 2/96), “PURCHASE ORDER TERMS AND CONDITIONS
(PACKAGING, PACKING, MARKING AND BAR CODING),” ARE BY THIS REFERENCE MADE A PART
HEREOF. NO OTHER EXHIBITS TO TERMS T-2 APPLY TO THIS ORDER. FURTHERMORE, EXHIBIT
“A” TO TERMS T-13, APPLIES TO THIS ORDER ONLY IF NOTE 18Q IS SPECIFIED ON THE FACE
HEREOF. THESE TERMS AND CONDITIONS MAY BE VIEWED VIA THE INTERNET AT:
HTTPS://OASIS.NORTHGRUM.COM; SELECT CONTRACT DATA; AND THEN, UNDER
AEROSTRUCTURES, SELECT TERMS AND CONDITIONS.
T579.002
TERMS T-2 (R. 11/95), “PURCHASE ORDER TERMS AND CONDITIONS (COMMERCIAL) (FIXED
PRICE-SUPPLY),” AND TERMS T-13 (R. 2/96), “PURCHASE ORDER TERMS AND CONDITIONS
(PACKAGING, PACKING, MARKING AND BAR CODING),” ARE BY THIS REFERENCE MADE A PART
HEREOF. NO OTHER EXHIBITS TO TERMS T-2 APPLY TO THIS ORDER. FURTHERMORE,
EXHIBIT “A” TO TERMS T-13, APPLIES TO THIS ORDER ONLY IF NOTE T416 IS SPECIFIED ON
THE FACE HEREOF. THESE TERMS AND CONDITIONS MAY BE VIEWED VIA THE INTERNET AT:
HTTPS://OASIS.NORTHGRUM.COM; SELECT CONTRACT DATA; AND THEN, UNDER
AEROSTRUCTURES, SELECT TERMS AND CONDITIONS.
T579.003
THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
(1) TERMS T-2 (R. 2-00), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS
COMMERCIAL FIXED PRICE – SUPPLY;” AND
(2) TERMS T-13 (R. 2/96), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS
(PACKAGING, PACKING, MARKING AND BAR CODING).”
T579.004
THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
(1) TERMS T-2 (R. 2-00), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS
COMMERCIAL FIXED PRICE – SUPPLY;” AND
(2) TERMS T-13 (R. 4-00), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS
(PACKAGING, PACKING, MARKING AND BAR CODING).”
Page 211 of 237
T579.005
CLAUSE T579: THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
(1) TERMS T-2 (R. 7-00), ENTITLED "PURCHASE ORDER TERMS AND CONDITIONS COMMERCIAL
FIXED PRICE - SUPPLY;" AND
(2) TERMS T-13 (04-05), ENTITLED "PURCHASE ORDER TERMS AND CONDITIONS (PACKAGING,
PACKING, MARKING AND BAR CODING)."
T580.000
TERMS T-2 (R. 11/95), “PURCHASE ORDER TERMS AND CONDITIONS (COMMERCIAL) (FIXED
PRICE-SUPPLY),” TOGETHER WITH EXHIBIT “B” TO TERMS T-2 (R. 11/95), “ADDITIONAL TERMS
AND CONDITIONS FOR BOEING PROGRAMS,” THERETO, AND TERMS T-13 (R. 2/96), “PURCHASE
ORDER TERMS AND CONDITIONS (PACKAGING, PACKING, MARKING AND BAR CODING),”
PREVIOUSLY TRANSMITTED TO SELLER, ARE BY THIS REFERENCE MADE A PART HEREOF.
NO OTHER EXHIBITS TO TERMS T-2 APPLY TO THIS ORDER. FURTHERMORE, EXHIBIT “A” TO
TERMS T-13, APPLIES TO THIS ORDER ONLY IF STANDARD NOTE T408.000 IS SPECIFIED ON
THE FACE HEREOF.
T580.001
TERMS T-2 (R. 11/95), “PURCHASE ORDER TERMS AND CONDITIONS (COMMERCIAL) (FIXED
PRICE-SUPPLY),” TOGETHER WITH EXHIBIT “B” TO TERMS T-2 (R. 11/95), “ADDITIONAL TERMS
AND CONDITIONS FOR BOEING PROGRAMS,” THERETO, AND TERMS T-13 (R. 2/96), “PURCHASE
ORDER TERMS AND CONDITIONS (PACKAGING, PACKING, MARKING AND BAR CODING),” ARE
BY THIS REFERENCE MADE A PART HEREOF. NO OTHER EXHIBITS TO TERMS T-2 APPLY TO
THIS ORDER. FURTHERMORE, EXHIBIT “A” TO TERMS T-13, APPLIES TO THIS ORDER ONLY IF
NOTE 18Q IS SPECIFIED ON THE FACE HEREOF. THESE TERMS AND CONDITIONS MAY BE
VIEWED VIA THE INTERNET AT: HTTPS://OASIS.NORTHGRUM.COM; SELECT CONTRACT DATA;
AND THEN, UNDER AEROSTRUCTURES, SELECT TERMS AND CONDITIONS.
T580.002
TERMS T-2 (R. 11/95), “PURCHASE ORDER TERMS AND CONDITIONS (COMMERCIAL) (FIXED
PRICE-SUPPLY),” TOGETHER WITH EXHIBIT “B” TO TERMS T-2 (R. 11/95), “ADDITIONAL TERMS
AND CONDITIONS FOR BOEING PROGRAMS,” THERETO, AND TERMS T-13 (R. 2/96), “PURCHASE
ORDER TERMS AND CONDITIONS (PACKAGING, PACKING, MARKING AND BAR CODING),” ARE
BY THIS REFERENCE MADE A PART HEREOF. NO OTHER EXHIBITS TO TERMS T-2 APPLY TO
THIS ORDER. FURTHERMORE, EXHIBIT “A” TO TERMS T-13, APPLIES TO THIS ORDER ONLY IF
NOTE T416 IS SPECIFIED ON THE FACE HEREOF. THESE TERMS AND CONDITIONS MAY BE
VIEWED VIA THE INTERNET AT: HTTPS://OASIS.NORTHGRUM.COM; SELECT CONTRACT DATA;
AND THEN, UNDER AEROSTRUCTURES, SELECT TERMS AND CONDITIONS.
T580.003
THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
(1) TERMS T-2 (R. 2-00), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS
COMMERCIAL FIXED PRICE – SUPPLY;”
(2) PROGRAM ADDENDUM 201 (2/00), ENTITLED “ADDITIONAL GENERAL CONDITIONS (FIXED
PRICE) FOR BOEING COMMERCIAL AIRCRAFT PROGRAMS;” AND
(3) TERMS T-13 (R. 2/96), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS
(PACKAGING, PACKING, MARKING AND BAR CODING).”
T580.004
THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
(1) TERMS T-2 (R. 7-00), ENTITLED "PURCHASE ORDER TERMS AND CONDITIONS
COMMERCIAL FIXED PRICE – SUPPLY;"
(2) PROGRAM ADDENDUM 201 (7-00), ENTITLED "ADDITIONAL GENERAL CONDITIONS (FIXED
PRICE) FOR BOEING COMMERCIAL AIRCRAFT PROGRAMS;” AND
(3) TERMS T-13 (R. 7-00), ENTITLED "PURCHASE ORDER TERMS AND CONDITIONS
(PACKAGING, PACKING, MARKING AND BAR CODING)."
T580.005
THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
(1) TERMS T-2 (R. 7-00), ENTITLED "PURCHASE ORDER TERMS AND CONDITIONS
COMMERCIAL FIXED PRICE – SUPPLY;"
Page 212 of 237
(2) PROGRAM ADDENDUM 201 (7-00), ENTITLED "ADDITIONAL GENERAL CONDITIONS (FIXED
PRICE) FOR BOEING COMMERCIAL AIRCRAFT PROGRAMS;” AND
(3) TERMS T-13 (R. 7-00), ENTITLED "PURCHASE ORDER TERMS AND CONDITIONS
(PACKAGING, PACKING, MARKING AND BAR CODING)."
T580.006
CLAUSE T580: THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
(1) TERMS T-2 (R. 7-00), ENTITLED "PURCHASE ORDER TERMS AND CONDITIONS
COMMERCIAL FIXED PRICE – SUPPLY;"
(2) PROGRAM ADDENDUM 201 (7-00), ENTITLED "ADDITIONAL GENERAL CONDITIONS (FIXED
PRICE) FOR BOEING COMMERCIAL AIRCRAFT PROGRAMS;” AND
(3) TERMS T-13 (04-05), ENTITLED "PURCHASE ORDER TERMS AND CONDITIONS (PACKAGING,
PACKING, MARKING AND BAR CODING)."
T580.007
CLAUSE T580: THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
(1) TERMS T-2 (R. 7-00), ENTITLED "PURCHASE ORDER TERMS AND CONDITIONS COMMERCIAL
FIXED PRICE - SUPPLY;"
(2) PROGRAM ADDENDUM 201 (01-10), ENTITLED "ADDITIONAL GENERAL CONDITIONS (FIXED
PRICE) FOR BOEING COMMERCIAL AIRCRAFT PROGRAMS;" AND
(3) TERMS T-13 (04-05), ENTITLED "PURCHASE ORDER TERMS AND CONDITIONS (PACKAGING,
PACKING, MARKING AND BAR CODING)."
T581.000
TERMS T-2 (R. 11/95), "PURCHASE ORDER TERMS AND CONDITIONS (COMMERCIAL) (FIXED
PRICE-SUPPLY)," TOGETHER WITH EXHIBIT "C" TO TERMS T-2 (R. 11/95), "ADDITIONAL TERMS
AND CONDITIONS FOR GV PROGRAM," THERETO, AND TERMS T-13 (R. 2/96), "PURCHASE
ORDER TERMS AND CONDITIONS (PACKAGING, PACKING, MARKING AND BAR CODING),"
PREVIOUSLY TRANSMITTED TO SELLER, ARE BY THIS REFERENCE MADE A PART HEREOF.
NO OTHER EXHIBITS TO TERMS T-2 APPLY TO THIS ORDER. FURTHERMORE, EXHIBIT "A" TO
TERMS T-13, APPLIES TO THIS ORDER ONLY IF STANDARD NOTE T408.000 IS SPECIFIED ON
THE FACE HEREOF.
T581.001
TERMS T-2 (R. 11/95), "PURCHASE ORDER TERMS AND CONDITIONS (COMMERCIAL) (FIXED
PRICE-SUPPLY)," TOGETHER WITH EXHIBIT "C" TO TERMS T-2 (R. 11/95), “ADDITIONAL TERMS
AND CONDITIONS FOR GV PROGRAM," THERETO, AND TERMS T-13 (R. 2/96), "PURCHASE
ORDER TERMS AND CONDITIONS (PACKAGING, PACKING, MARKING AND BAR CODING)," ARE
BY THIS REFERENCE MADE A PART HEREOF. NO OTHER EXHIBITS TO TERMS T-2 APPLY TO
THIS ORDER. FURTHERMORE, EXHIBIT "A" TO TERMS T-13, APPLIES TO THIS ORDER ONLY IF
NOTE 18Q IS SPECIFIED ON THE FACE HEREOF. THESE TERMS AND CONDITIONS MAY BE
VIEWED VIA THE INTERNET AT: HTTPS://OASIS.NORTHGRUM.COM; SELECT CONTRACT DATA;
AND THEN, UNDER AEROSTRUCTURES, SELECT TERMS AND CONDITIONS.
T581.002
TERMS T-2 (R. 11/95), "PURCHASE ORDER TERMS AND CONDITIONS (COMMERCIAL) (FIXED
PRICE-SUPPLY)," TOGETHER WITH EXHIBIT "C" TO TERMS T-2 (R. 11/95), "ADDITIONAL TERMS
AND CONDITIONS FOR GV PROGRAM," THERETO, AND TERMS T-13 (R. 2/96), "PURCHASE
ORDER TERMS AND CONDITIONS (PACKAGING, PACKING, MARKING AND BAR CODING)," ARE
BY THIS REFERENCE MADE A PART HEREOF. NO OTHER EXHIBITS TO TERMS T-2 APPLY TO
THIS ORDER. FURTHERMORE, EXHIBIT "A" TO TERMS T-13, APPLIES TO THIS ORDER ONLY IF
NOTE T416 IS SPECIFIED ON THE FACE HEREOF. THESE TERMS AND CONDITIONS MAY BE
VIEWED VIA THE INTERNET AT: HTTPS://OASIS.NORTHGRUM.COM; SELECT CONTRACT DATA;
AND THEN, UNDER AEROSTRUCTURES, SELECT TERMS AND CONDITIONS.
T581.003
THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
(1) TERMS T-2 (R. 2-00), ENTITLED "PURCHASE ORDER TERMS AND CONDITIONS
COMMERCIAL FIXED PRICE – SUPPLY;"
(2) PROGRAM ADDENDUM 202 (2/00), ENTITLED "ADDITIONAL GENERAL CONDITIONS (FIXED
PRICE) FOR THE GULFSTREAM V AIRCRAFT PROGRAM;” AND
Page 213 of 237
(3) TERMS T-13 (R. 2/96), ENTITLED "PURCHASE ORDER TERMS AND CONDITIONS
(PACKAGING, PACKING, MARKING AND BAR CODING)".
T581.004
THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
(1) TERMS T-2 (R. 2-00), ENTITLED "PURCHASE ORDER TERMS AND CONDITIONS
COMMERCIAL FIXED PRICE – SUPPLY;"
(2) PROGRAM ADDENDUM 202 (2-00), ENTITLED "ADDITIONAL GENERAL CONDITIONS (FIXED
PRICE) FOR THE GULFSTREAM V AIRCRAFT PROGRAM;” AND
(3) TERMS T-13 (R. 4-00), ENTITLED "PURCHASE ORDER TERMS AND CONDITIONS
(PACKAGING, PACKING, MARKING AND BAR CODING)".
T581.005
THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
(1) TERMS T-2 (R. 7-00), ENTITLED "PURCHASE ORDER TERMS AND CONDITIONS
COMMERCIAL FIXED PRICE – SUPPLY;"
(2) PROGRAM ADDENDUM 202 (7-00), ENTITLED "ADDITIONAL GENERAL CONDITIONS (FIXED
PRICE) FOR THE GULFSTREAM V AIRCRAFT PROGRAM;” AND
(3) TERMS T-13 (R. 7-00), ENTITLED "PURCHASE ORDER TERMS AND CONDITIONS
(PACKAGING, PACKING, MARKING AND BAR CODING)".
T581.006
THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
(1) TERMS T-2 (R. 7-00), ENTITLED "PURCHASE ORDER TERMS AND CONDITIONS
COMMERCIAL FIXED PRICE – SUPPLY;"
(2) PROGRAM ADDENDUM 202 (7-00), ENTITLED "ADDITIONAL GENERAL CONDITIONS (FIXED
PRICE) FOR THE GULFSTREAM V AIRCRAFT PROGRAM;” AND
(3) TERMS T-13 (04-05), ENTITLED "PURCHASE ORDER TERMS AND CONDITIONS (PACKAGING,
PACKING, MARKING AND BAR CODING)".
T582.000
TERMS T-2 (R. 11/95), "PURCHASE ORDER TERMS AND CONDITIONS (COMMERCIAL) (FIXED
PRICE-SUPPLY)," TOGETHER WITH EXHIBIT "B" TO TERMS T-2 (R. 11/95), "ADDITIONAL TERMS
AND CONDITIONS FOR BOEING PROGRAMS," EXHIBIT "D" TO TERMS T-2 (R. 11/95),
"ADDITIONAL TERMS AND CONDITIONS FOR INTERNATIONAL PURCHASE ORDERS," THERETO,
AND TERMS T-13 (R. 2/96), "PURCHASE ORDER TERMS AND CONDITIONS (PACKAGING,
PACKING, MARKING AND BAR CODING)," PREVIOUSLY TRANSMITTED TO SELLER OR
ATTACHED HERETO, ARE BY THIS REFERENCE MADE A PART HEREOF. NO OTHER EXHIBITS
TO TERMS T-2 APPLY TO THIS ORDER. FURTHERMORE, EXHIBIT "A" TO TERMS T-13, APPLIES
TO THIS ORDER ONLY IF STANDARD NOTE T408.000 IS SPECIFIED ON THE FACE HEREOF.
T582.001
TERMS T-2 (R. 11/95), “PURCHASE ORDER TERMS AND CONDITIONS (COMMERCIAL) (FIXED
PRICE-SUPPLY)," TOGETHER WITH EXHIBIT "B" TO TERMS T-2 (R. 11/95), “ADDITIONAL TERMS
AND CONDITIONS FOR BOEING PROGRAMS," EXHIBIT "D" TO TERMS T-2 (R. 11/95),
"ADDITIONAL TERMS AND CONDITIONS FOR INTERNATIONAL PURCHASE ORDERS," THERETO,
AND TERMS T-13 (R. 2/96), "PURCHASE ORDER TERMS AND CONDITIONS (PACKAGING,
PACKING, MARKING AND BAR CODING)," ARE BY THIS REFERENCE MADE A PART HEREOF. NO
OTHER EXHIBITS TO TERMS T-2 APPLY TO THIS ORDER. FURTHERMORE, EXHIBIT "A" TO
TERMS T-13, APPLIES TO THIS ORDER ONLY IF NOTE 18Q IS SPECIFIED ON THE FACE
HEREOF. THESE TERMS AND CONDITIONS MAY BE VIEWED VIA THE INTERNET AT:
HTTPS://OASIS.NORTHGRUM.COM; SELECT CONTRACT DATA; AND THEN, UNDER
AEROSTRUCTURES, SELECT TERMS AND CONDITIONS.
T582.002
TERMS T-2 (R. 11/95), "PURCHASE ORDER TERMS AND CONDITIONS (COMMERCIAL) (FIXED
PRICE-SUPPLY)," TOGETHER WITH EXHIBIT "B" TO TERMS T-2 (R. 11/95), "ADDITIONAL TERMS
AND CONDITIONS FOR BOEING PROGRAMS," EXHIBIT "D" TO TERMS T-2 (R. 11/95),
"ADDITIONAL TERMS AND CONDITIONS FOR INTERNATIONAL PURCHASE ORDERS," THERETO,
AND TERMS T-13 (R. 2/96), "PURCHASE ORDER TERMS AND CONDITIONS (PACKAGING,
PACKING, MARKING AND BAR CODING)," ARE BY THIS REFERENCE MADE A PART HEREOF. NO
OTHER EXHIBITS TO TERMS T-2 APPLY TO THIS ORDER. FURTHERMORE, EXHIBIT "A" TO
Page 214 of 237
TERMS T-13, APPLIES TO THIS ORDER ONLY IF NOTE T416 IS SPECIFIED ON THE FACE
HEREOF. THESE TERMS AND CONDITIONS MAY BE VIEWED VIA THE INTERNET AT:
HTTPS://OASIS.NORTHGRUM.COM; SELECT CONTRACT DATA; AND THEN, UNDER
AEROSTRUCTURES, SELECT TERMS AND CONDITIONS.
T582.003
THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
(1) TERMS T-10 (R. 2-00), ENTITLED "INTERNATIONAL PURCHASE ORDER, PURCHASE ORDER
TERMS AND CONDITIONS, COMMERCIAL FIXED PRICE – SUPPLY;”
(2) PROGRAM ADDENDUM 204 (2/00), ENTITLED “ADDITIONAL GENERAL CONDITIONS (FIXED
PRICE) FOR BOEING COMMERCIAL AIRCRAFT PROGRAMS – INTERNATIONAL;” AND
(3) TERMS T-13 (R. 2/96), "PURCHASE ORDER TERMS AND CONDITIONS (PACKAGING,
PACKING, MARKING AND BAR CODING).
T582.004
THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
(1) TERMS T-10 (R. 7-00), ENTITLED "INTERNATIONAL PURCHASE ORDER, PURCHASE ORDER
TERMS AND CONDITIONS, COMMERCIAL FIXED PRICE – SUPPLY;”
(2) PROGRAM ADDENDUM 201C (7-00), ENTITLED “ADDITIONAL GENERAL CONDITIONS (FIXED
PRICE) FOR BOEING COMMERCIAL AIRCRAFT PROGRAMS – INTERNATIONAL;” AND
(3) TERMS T-13 (R. 7-00), "PURCHASE ORDER TERMS AND CONDITIONS (PACKAGING,
PACKING, MARKING AND BAR CODING).
T582.005
CLAUSE T582: THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
(1) TERMS T-10 (R. 7-00), ENTITLED "INTERNATIONAL PURCHASE ORDER, PURCHASE ORDER
TERMS AND CONDITIONS, COMMERCIAL FIXED PRICE – SUPPLY;”
(2) PROGRAM ADDENDUM 201C (7-00), ENTITLED “ADDITIONAL GENERAL CONDITIONS (FIXED
PRICE) FOR BOEING COMMERCIAL AIRCRAFT PROGRAMS – INTERNATIONAL;” AND
(3) TERMS T-13 (04-05), "PURCHASE ORDER TERMS AND CONDITIONS (PACKAGING, PACKING,
MARKING AND BAR CODING).
T582.006
CLAUSE T582: THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
(1) TERMS T-10 (R. 7-00), ENTITLED "INTERNATIONAL PURCHASE ORDER, PURCHASE ORDER
TERMS AND CONDITIONS, COMMERCIAL FIXED PRICE - SUPPLY;"
(2) PROGRAM ADDENDUM 201C (01-10), ENTITLED "ADDITIONAL GENERAL CONDITIONS (FIXED
PRICE) FOR BOEING COMMERCIAL AIRCRAFT PROGRAMS - INTERNATIONAL;"
AND
(3) TERMS T-13 (04-05), "PURCHASE ORDER TERMS AND CONDITIONS (PACKAGING, PACKING,
MARKING AND BAR CODING).
T583.000
TERMS T-2 (R. 11/95), "PURCHASE ORDER TERMS AND CONDITIONS (COMMERCIAL) (FIXED
PRICE-SUPPLY)," TOGETHER WITH EXHIBIT "C" TO TERMS T-2 (R. 11/95), "ADDITIONAL TERMS
AND CONDITIONS FOR GV PROGRAM," EXHIBIT "D" TO TERMS T-2 (R. 11/95), "ADDITIONAL
TERMS AND CONDITIONS FOR INTERNATIONAL PURCHASE ORDERS," THERETO, AND TERMS
T-13 (R. 2/96), "PURCHASE ORDER TERMS AND CONDITIONS (PACKAGING, PACKING, MARKING
AND BAR CODING)," PREVIOUSLY TRANSMITTED TO SELLER OR ATTACHED HERETO, ARE BY
THIS REFERENCE MADE A PART HEREOF. NO OTHER EXHIBITS TO TERMS T-2 APPLY TO THIS
ORDER. FURTHERMORE, EXHIBIT "A" TO TERMS T-13, APPLIES TO THIS ORDER ONLY IF
STANDARD NOTE T408.000 IS SPECIFIED ON THE FACE HEREOF.
T583.001
TERMS T-2 (R. 11/95), "PURCHASE ORDER TERMS AND CONDITIONS (COMMERCIAL) (FIXED
PRICE-SUPPLY)," TOGETHER WITH EXHIBIT "C" TO TERMS T-2 (R. 11/95), "ADDITIONAL TERMS
AND CONDITIONS FOR GV PROGRAM," EXHIBIT "D" TO TERMS T-2 (R. 11/95), "ADDITIONAL
TERMS AND CONDITIONS FOR INTERNATIONAL PURCHASE ORDERS," THERETO, AND TERMS
T-13 (R. 2/96), "PURCHASE ORDER TERMS AND CONDITIONS (PACKAGING, PACKING, MARKING
Page 215 of 237
AND BAR CODING)," ARE BY THIS REFERENCE MADE A PART HEREOF. NO OTHER EXHIBITS TO
TERMS T-2 APPLY TO THIS ORDER. FURTHERMORE, EXHIBIT "A” TO TERMS T-13, APPLIES TO
THIS ORDER ONLY IF NOTE 18Q IS SPECIFIED ON THE FACE HEREOF. THESE TERMS AND
CONDITIONS MAY BE VIEWED VIA THE INTERNET AT: HTTTPS://OASIS.NORTHGRUM.COM;
SELECT CONTRACT DATA; AND THEN, UNDER AEROSTRUCTURES, SELECT TERMS AND
CONDITIONS.
T583.002
TERMS T-2 (R. 11/95), "PURCHASE ORDER TERMS AND CONDITIONS (COMMERCIAL) (FIXED
PRICE-SUPPLY)," TOGETHER WITH EXHIBIT "C" TO TERMS T-2 (R. 11/95), "ADDITIONAL TERMS
AND CONDITIONS FOR GV PROGRAM," EXHIBIT "D" TO TERMS T-2 (R. 11/95), "ADDITIONAL
TERMS AND CONDITIONS FOR INTERNATIONAL PURCHASE ORDERS," THERETO, AND TERMS
T-13 (R. 2/96), "PURCHASE ORDER TERMS AND CONDITIONS (PACKAGING, PACKING, MARKING
AND BAR CODING)," ARE BY THIS REFERENCE MADE A PART HEREOF. NO OTHER EXHIBITS
TO TERMS T-2 APPLY TO THIS ORDER. FURTHERMORE, EXHIBIT "A" TO TERMS T-13, APPLIES
TO THIS ORDER ONLY IF NOTE T416 IS SPECIFIED ON THE FACE HEREOF. THESE TERMS AND
CONDITIONS MAY BE VIEWED VIA THE INTERNET AT: HTTPS://OASIS.NORTHGRUM.COM;
SELECT CONTRACT DATA; AND THEN, UNDER AEROSTRUCTURES, SELECT TERMS AND
CONDITIONS.
T583.003
THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
(1) TERMS T-10 (R. 2-00), ENTITLED "INTERNATIONAL PURCHASE ORDER, PURCHASE ORDER
TERMS AND CONDITIONS, COMMERCIAL FIXED PRICE – SUPPLY;”
(2) PROGRAM ADDENDUM 205 (2/00), ENTITLED “ADDITIONAL GENERAL CONDITIONS (FIXED
PRICE) FOR THE GULFSTREAM V AIRCRAFT PROGRAM – INTERNATIONAL;” AND
(3) TERMS T-13 (R. 2/96), "PURCHASE ORDER TERMS AND CONDITIONS (PACKAGING,
PACKING, MARKING AND BAR CODING).
T583.004
THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
(1) TERMS T-10 (R. 7-00), ENTITLED "INTERNATIONAL PURCHASE ORDER, PURCHASE ORDER
TERMS AND CONDITIONS, COMMERCIAL FIXED PRICE – SUPPLY;”
(2) PROGRAM ADDENDUM 202C (7-00), ENTITLED “ADDITIONAL GENERAL CONDITIONS (FIXED
PRICE) FOR THE GULFSTREAM V AIRCRAFT PROGRAM – INTERNATIONAL;” AND
(3) TERMS T-13 (R. 7-00), "PURCHASE ORDER TERMS AND CONDITIONS (PACKAGING,
PACKING, MARKING AND BAR CODING).
T583.005
CLAUSE T583: THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
(1) TERMS T-10 (R. 7-00), ENTITLED "INTERNATIONAL PURCHASE ORDER, PURCHASE ORDER
TERMS AND CONDITIONS, COMMERCIAL FIXED PRICE – SUPPLY;”
(2) PROGRAM ADDENDUM 202C (7-00), ENTITLED “ADDITIONAL GENERAL CONDITIONS (FIXED
PRICE) FOR THE GULFSTREAM V AIRCRAFT PROGRAM – INTERNATIONAL;” AND
(3) TERMS T-13 (04-05), "PURCHASE ORDER TERMS AND CONDITIONS (PACKAGING, PACKING,
MARKING AND BAR CODING).
T584.000
TERMS T-2 (R. 11/95), "PURCHASE ORDER TERMS AND CONDITIONS (COMMERCIAL) (FIXED
PRICE-SUPPLY)," TOGETHER WITH EXHIBIT "A" TO TERMS T-2 (R. 11/95), "ADDITIONAL TERMS
AND CONDITIONS FOR GIV/F100 PROGRAM," THERETO, AND TERMS T-13 (R. 2/96), "PURCHASE
ORDER TERMS AND CONDITIONS (PACKAGING, PACKING, MARKING AND BAR CODING),"
PREVIOUSLY TRANSMITTED TO SELLER, ARE BY THIS REFERENCE MADE A PART HEREOF.
NO OTHER EXHIBITS TO TERMS T-2 APPLY TO THIS ORDER. FURTHERMORE, EXHIBIT "A" TO
TERMS T-13, APPLIES TO THIS ORDER ONLY IF STANDARD NOTE T408.000 IS SPECIFIED ON
THE FACE HEREOF.
T584.001
TERMS T-2 (R. 11/95), "PURCHASE ORDER TERMS AND CONDITIONS (COMMERCIAL) (FIXED
PRICE-SUPPLY)," TOGETHER WITH EXHIBIT "A” TO TERMS T-2 (R. 11/95), "ADDITIONAL TERMS
AND CONDITIONS FOR GIV/F1OO PROGRAM," THERETO, AND TERMS T-13 (R. 2/96),
"PURCHASE ORDER TERMS AND CONDITIONS (PACKAGING, PACKING, MARKING AND BAR
Page 216 of 237
CODING)," ARE BY THIS REFERENCE MADE A PART HEREOF. NO OTHER EXHIBITS TO TERMS
T-2 APPLY TO THIS ORDER. FURTHERMORE, EXHIBIT "A" TO TERMS T-13, APPLIES TO THIS
ORDER ONLY IF NOTE 180 IS SPECIFIED ON THE FACE HEREOF. THESE TERMS AND
CONDITIONS MAY BE VIEWED VIA THE INTERNET AT: HTTPS://OASIS.NORTHGRUM.COM;
SELECT CONTRACT DATA; AND THEN, UNDER AEROSTRUCTURES, SELECT TERMS AND
CONDITIONS.
T584.002
TERMS T-2 (R. 11/95), "PURCHASE ORDER TERMS AND CONDITIONS (COMMERCIAL) (FIXED
PRICE-SUPPLY)," TOGETHER WITH EXHIBIT "A" TO TERMS T-2 (R. 11/95), "ADDITIONAL TERMS
AND CONDITIONS FOR GIV/F100 PROGRAM," THERETO, AND TERMS T-13 (R. 2/96), "PURCHASE
ORDER TERMS AND CONDITIONS (PACKAGING, PACKING, MARKING AND BAR CODING)," ARE
BY THIS REFERENCE MADE A PART HEREOF. NO OTHER EXHIBITS TO TERMS T-2 APPLY TO
THIS ORDER. FURTHERMORE, EXHIBIT "A" TO TERMS T-13, APPLIES TO THIS ORDER ONLY IF
NOTE T416 IS SPECIFIED ON THE FACE HEREOF. THESE TERMS AND CONDITIONS MAY BE
VIEWED VIA THE INTERNET AT: HTTPS://OASIS.NORTHGRUM.COM; SELECT CONTRACT DATA;
AND THEN, UNDER AEROSTRUCTURES, SELECT TERMS AND CONDITIONS.
T584.003
THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
TERMS T-2 (R. 2-00), ENTITLED "PURCHASE ORDER TERMS AND CONDITIONS COMMERCIAL
FIXED PRICE – SUPPLY;"
PROGRAM ADDENDUM 203 (2/00), ENTITLED "ADDITIONAL GENERAL CONDITIONS (FIXED
PRICE) FOR THE GULFSTREAM IV AND FOKKER 100 AIRCRAFT PROGRAMS;” AND
TERMS T-13 (R. 2/96), ENTITLED "PURCHASE ORDER TERMS AND CONDITIONS (PACKAGING,
PACKING, MARKING AND BAR CODING)."
T584.004
THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
(1) TERMS T-2 (R. 2-00), ENTITLED "PURCHASE ORDER TERMS AND CONDITIONS
COMMERCIAL FIXED PRICE – SUPPLY;"
(2) PROGRAM ADDENDUM 203 (2-00), ENTITLED "ADDITIONAL GENERAL CONDITIONS (FIXED
PRICE) FOR THE GULFSTREAM IV AND FOKKER 100 AIRCRAFT PROGRAMS;” AND
(3) TERMS T-13 (R. 4-00), ENTITLED "PURCHASE ORDER TERMS AND CONDITIONS
(PACKAGING, PACKING, MARKING AND BAR CODING)."
T584.005
THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
(1) TERMS T-2 (R. 7-00), ENTITLED "PURCHASE ORDER TERMS AND CONDITIONS
COMMERCIAL FIXED PRICE – SUPPLY;"
(2) PROGRAM ADDENDUM 203 (R. 7-00), ENTITLED "ADDITIONAL GENERAL CONDITIONS
(FIXED PRICE) FOR THE GULFSTREAM IV AND FOKKER 100 AIRCRAFT PROGRAMS;” AND
(3) TERMS T-13 (R. 7-00), ENTITLED "PURCHASE ORDER TERMS AND CONDITIONS
(PACKAGING, PACKING, MARKING AND BAR CODING)."
T584.006
THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
(1) TERMS T-2 (R. 7-00), ENTITLED "PURCHASE ORDER TERMS AND CONDITIONS
COMMERCIAL FIXED PRICE – SUPPLY;"
(2) PROGRAM ADDENDUM 203 (R. 7-00), ENTITLED "ADDITIONAL GENERAL CONDITIONS
(FIXED PRICE) FOR THE GULFSTREAM IV AND FOKKER 100 AIRCRAFT PROGRAMS;” AND
(3) TERMS T-13 (04-05), ENTITLED "PURCHASE ORDER TERMS AND CONDITIONS (PACKAGING,
PACKING, MARKING AND BAR CODING)."
T585.000
TERMS T-2 (R. 11/95), "PURCHASE ORDER TERMS AND CONDITIONS (COMMERCIAL) (FIXED
PRICE-SUPPLY)," TOGETHER WITH EXHIBIT "A" TO TERMS T-2 (R. 11/95), "ADDITIONAL TERMS
AND CONDITIONS FOR GIV/F100 PROGRAM," EXHIBIT "G" TO TERMS T-2 (R. 11/95), "ADDITIONAL
TERMS AND CONDITIONS FOR INTERNATIONAL PURCHASE ORDERS," THERETO, AND TERMS
T-13 (R. 2/96), "PURCHASE ORDER TERMS AND CONDITIONS (PACKAGING, PACKING, MARKING
Page 217 of 237
AND BAR CODING)," PREVIOUSLY TRANSMITTED TO SELLER OR ATTACHED HERETO, ARE BY
THIS REFERENCE MADE A PART HEREOF. NO OTHER EXHIBITS TO TERMS T-2 APPLY TO THIS
ORDER. FURTHERMORE, EXHIBIT "A" TO TERMS T-13, APPLIES TO THIS ORDER ONLY IF
STANDARD NOTE T408.000 IS SPECIFIED ON THE FACE HEREOF.
T585.001
TERMS T-2 (R. 11/95), "PURCHASE ORDER TERMS AND CONDITIONS (COMMERCIAL) (FIXED
PRICE-SUPPLY)," TOGETHER WITH EXHIBIT "A" TO TERMS T-2 (R. 11/95), "ADDITIONAL TERMS
AND CONDITIONS FOR GIV/F100 PROGRAM," EXHIBIT "G" TO TERMS T-2 (R. 11/95), "ADDITIONAL
TERMS AND CONDITIONS FOR INTERNATIONAL PURCHASE ORDERS," THERETO, AND TERMS
T-13 (R. 2/96), "PURCHASE ORDER TERMS AND CONDITIONS (PACKAGING, PACKING, MARKING
AND BAR CODING)," ARE BY THIS REFERENCE MADE A PART HEREOF. NO OTHER EXHIBITS TO
TERMS T-2 APPLY TO THIS ORDER. FURTHERMORE, EXHIBIT "A" TO TERMS T-13, APPLIES TO
THIS ORDER ONLY IF NOTE 18Q IS SPECIFIED ON THE FACE HEREOF. THESE TERMS AND
CONDITIONS MAY BE VIEWED VIA THE INTERNET AT: HTTPS://OASIS.NORTHGRUM.COM;
SELECT CONTRACT DATA; AND THEN, UNDER AEROSTRUCTURES, SELECT TERMS AND
CONDITIONS.
T585.002
TERMS T-2 (R. 11/95), "PURCHASE ORDER TERMS AND CONDITIONS (COMMERCIAL) (FIXED
PRICE-SUPPLY)," TOGETHER WITH EXHIBIT "A" TO TERMS T-2 (R. 11/95), "ADDITIONAL TERMS
AND CONDITIONS FOR GIV/F100 PROGRAM," EXHIBIT "G" TO TERMS T-2 (R. 11/95), "ADDITIONAL
TERMS AND CONDITIONS FOR INTERNATIONAL PURCHASE ORDERS," THERETO, AND TERMS
T-13 (R. 2/96), "PURCHASE ORDER TERMS AND CONDITIONS (PACKAGING, PACKING, MARKING
AND BAR CODING)," ARE BY THIS REFERENCE MADE A PART HEREOF. NO OTHER EXHIBITS
TO TERMS T-2 APPLY TO THIS ORDER. FURTHERMORE, EXHIBIT "A" TO TERMS T-13, APPLIES
TO THIS ORDER ONLY IF NOTE T416 IS SPECIFIED ON THE FACE HEREOF. THESE TERMS AND
CONDITIONS MAY BE VIEWED VIA THE INTERNET AT: HTTPS://OASIS.NORTHGRUM.COM;
SELECT CONTRACT DATA; AND THEN, UNDER AEROSTRUCTURES, SELECT TERMS AND
CONDITIONS.
T585.003
THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
(1) TERMS T-10 (R. 2-00), ENTITLED "INTERNATIONAL PURCHASE ORDER, PURCHASE ORDER
TERMS AND CONDITIONS, COMMERCIAL FIXED PRICE – SUPPLY;”
(2) PROGRAM ADDENDUM 206 (2/00), ENTITLED “ADDITIONAL GENERAL CONDITIONS (FIXED
PRICE) FOR THE GULFSTREAM IV AND FOKKER 100 AIRCRAFT PROGRAMS –
INTERNATIONAL;” AND
(3) TERMS T-13 (R. 2/96), "PURCHASE ORDER TERMS AND CONDITIONS (PACKAGING,
PACKING, MARKING AND BAR CODING).
T585.004
THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
(1) TERMS T-10 (R. 7-00), ENTITLED "INTERNATIONAL PURCHASE ORDER, PURCHASE ORDER
TERMS AND CONDITIONS, COMMERCIAL FIXED PRICE – SUPPLY;”
(2) PROGRAM ADDENDUM 203C (7-00), ENTITLED “ADDITIONAL GENERAL CONDITIONS (FIXED
PRICE) FOR THE GULFSTREAM IV AND FOKKER 100 AIRCRAFT PROGRAMS –
INTERNATIONAL;” AND
(3) TERMS T-13 (R. 7-00), "PURCHASE ORDER TERMS AND CONDITIONS (PACKAGING,
PACKING, MARKING AND BAR CODING).
T585.005
CLAUSE T585: THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
(1) TERMS T-10 (R. 7-00), ENTITLED "INTERNATIONAL PURCHASE ORDER, PURCHASE ORDER
TERMS AND CONDITIONS, COMMERCIAL FIXED PRICE – SUPPLY;”
(2) PROGRAM ADDENDUM 203C (7-00), ENTITLED “ADDITIONAL GENERAL CONDITIONS (FIXED
PRICE) FOR THE GULFSTREAM IV AND FOKKER 100 AIRCRAFT PROGRAMS –
INTERNATIONAL;” AND
(3) TERMS T-13 (04-05), "PURCHASE ORDER TERMS AND CONDITIONS (PACKAGING, PACKING,
MARKING AND BAR CODING).
Page 218 of 237
T586.000
TERMS T-3 (R. 12/95), "PURCHASE ORDER TERMS AND CONDITIONS (COMMERCIAL -- SHORT
FORM) (FIXED PRICE-SUPPLY)," (EITHER ATTACHED HERETO OR PREVIOUSLY TRANSMITTED
TO SELLER) AND TERMS T-13 (R. 2/96), "PURCHASE ORDER TERMS AND CONDITIONS
(PACKAGING, PACKING, MARKING AND BAR CODING)," PREVIOUSLY TRANSMITTED TO
SELLER, ARE BY THIS REFERENCE MADE A PART HEREOF. EXHIBIT "A" TO TERMS T-13,
APPLIES TO THIS ORDER ONLY IF STANDARD NOTE T408.000 IS SPECIFIED ON THE FACE
HEREOF.
T586.001
TERMS T-3 (R. 12/95), "PURCHASE ORDER TERMS AND CONDITIONS (COMMERCIAL - SHORT
FORM) (FIXED PRICE-SUPPLY)," (EITHER ATTACHED HERETO OR PREVIOUSLY TRANSMITTED
TO SELLER) AND TERMS T-13 (R. 2/96), "PURCHASE ORDER TERMS AND CONDITIONS
(PACKAGING, PACKING, MARKING AND BAR CODING),” ARE BY THIS REFERENCE MADE A PART
HEREOF. EXHIBIT "A” TO TERMS T-13, APPLIES TO THIS ORDER ONLY IF NOTE 18Q IS
SPECIFIED ON THE FACE HEREOF. THESE TERMS AND CONDITIONS MAY BE VIEWED VIA THE
INTERNET AT: HTTPS://OASIS.NORTHGRUM.COM; SELECT CONTRACT DATA; AND THEN,
UNDER AEROSTRUCTURES, SELECT TERMS AND CONDITIONS.
T586.002
TERMS T-3 (R. 12/95), "PURCHASE ORDER TERMS AND CONDITIONS (COMMERCIAL -- SHORT
FORM) (FIXED PRICE-SUPPLY)," (EITHER ATTACHED HERETO OR PREVIOUSLY TRANSMITTED
TO SELLER) AND TERMS T-13 (R. 2/96), "PURCHASE ORDER TERMS AND CONDITIONS
(PACKAGING, PACKING, MARKING AND BAR CODING)," ARE BY THIS REFERENCE MADE A
PART HEREOF. EXHIBIT "A" TO TERMS T-13, APPLIES TO THIS ORDER ONLY IF NOTE T416 IS
SPECIFIED ON THE FACE HEREOF. THESE TERMS AND CONDITIONS MAY BE VIEWED VIA THE
INTERNET AT: HTTPS://OASIS.NORTHGRUM.COM; SELECT CONTRACT DATA; AND THEN,
UNDER AEROSTRUCTURES, SELECT TERMS AND CONDITIONS.
T586.003
THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
(1) TERMS T-3 (R. 2-00), ENTITLED "PURCHASE ORDER TERMS AND CONDITIONS
COMMERCIAL – NON-END ITEM USAGE – SHORT FORM – (FIXED PRICE SUPPLY;" AND
(2) TERMS T-13 (R. 2/96), ENTITLED "PURCHASE ORDER TERMS AND CONDITIONS
(PACKAGING, PACKING, MARKING AND BAR CODING)."
T586.004
THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
(1) TERMS T-3 (R. 2-00), ENTITLED "PURCHASE ORDER TERMS AND CONDITIONS
COMMERCIAL – NON-END ITEM USAGE – SHORT FORM – (FIXED PRICE SUPPLY;" AND
(2) TERMS T-13 (R. 4-00), ENTITLED "PURCHASE ORDER TERMS AND CONDITIONS
(PACKAGING, PACKING, MARKING AND BAR CODING)."
T586.005
CLAUSE T586: THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
(1) TERMS T-3 (R. 2-00), ENTITLED "PURCHASE ORDER TERMS AND CONDITIONS
COMMERCIAL – NON-END ITEM USAGE – SHORT FORM – (FIXED PRICE SUPPLY);" AND
(2) TERMS T-13 (04-05), ENTITLED "PURCHASE ORDER TERMS AND CONDITIONS (PACKAGING,
PACKING, MARKING AND BAR CODING)."
T587.000
TERMS T-6 (R. 3/96), "PURCHASE ORDER TERMS AND CONDITIONS (COMMERCIAL) (FIXED
PRICE-SERVICES)," PREVIOUSLY TRANSMITTED TO SELLER, IS BY THIS REFERENCE MADE A
PART HEREOF.
T587.001
TERMS T-6 (R. 3/96), "PURCHASE ORDER TERMS AND CONDITIONS (COMMERCIAL) (FIXED
PRICE-SERVICES)," IS BY THIS REFERENCE MADE A PART HEREOF. THESE TERMS AND
CONDITIONS MAY BE VIEWED VIA THE INTERNET AT: HTTPS://OASIS.NORTHGRUM.COM;
SELECT CONTRACT DATA; AND THEN, UNDER AEROSTRUCTURES, SELECT TERMS AND
CONDITIONS.
T587.002
TERMS T-6 (R. 7-00), "PURCHASE ORDER TERMS AND CONDITIONS COMMERCIAL (FIXED
PRICE-SERVICES," IS BY THIS REFERENCE MADE A PART HEREOF.
Page 219 of 237
T588.000
TERMS T-7 (R. 3/96), "PURCHASE ORDER TERMS AND CONDITIONS (COMMERCIAL) (TIME BASIS
– SERVICES)," PREVIOUSLY TRANSMITTED TO SELLER, IS BY THIS REFERENCE MADE A PART
HEREOF.
T588.001
TERMS T-7 (R. 3/96), "PURCHASE ORDER TERMS AND CONDITIONS (COMMERCIAL) (TIME BASIS
– SERVICES)," IS BY THIS REFERENCE MADE A PART HEREOF. THESE TERMS AND
CONDITIONS MAY BE VIEWED VIA THE INTERNET AT: HTTPS://OASIS.NORTHGRUM.COM;
SELECT CONTRACT DATA; AND THEN, UNDER AEROSTRUCTURES, SELECT TERMS AND
CONDITIONS.
T588.002
TERMS T-7 (R. 7-00), "PURCHASE ORDER TERMS AND CONDITIONS COMMERCIAL TIME BASED
– SERVICES," IS BY THIS REFERENCE MADE A PART HEREOF.
T588.003
CLAUSE T588: TERMS T-7 (01-05), "PURCHASE ORDER TERMS AND CONDITIONS COMMERCIAL
TIME BASED – SERVICES," IS BY THIS REFERENCE MADE A PART HEREOF.
T589.000
TERMS T-10 (R. 6-79), "PURCHASE ORDER TERMS AND CONDITIONS (FOREIGN)," PROVIDED
HEREIN, AND TERMS T-13 (R. 2/96), "PURCHASE ORDER TERMS AND CONDITIONS
(PACKAGING, PACKING, MARKING AND BAR CODING)," PREVIOUSLY TRANSMITTED TO
SELLER, ARE BY THIS REFERENCE MADE A PART HEREOF. EXHIBIT "A" TO TERMS T-13,
APPLIES TO THIS ORDER ONLY IF STANDARD NOTE T408.000 IS SPECIFIED ON THE FACE
HEREOF. IF THIS ORDER IS PLACED UNDER A U.S. GOVERNMENT CONTRACT, TERMS T-10A
(R. 2-94), PROVIDED HEREIN, ALSO APPLY TO THIS ORDER AND ARE BY THIS REFERENCE
MADE A PART HEREOF.
T589.001
THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
(1) TERMS T-10 (R. 7-00), ENTITLED "INTERNATIONAL PURCHASE ORDER, PURCHASE ORDER
TERMS AND CONDITIONS, COMMERCIAL FIXED PRICE – SUPPLY;” AND
(2) TERMS T-13 (R. 7-00), "PURCHASE ORDER TERMS AND CONDITIONS (PACKAGING,
PACKING, MARKING AND BAR CODING).
T589.002
CLAUSE T589: THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
(1) TERMS T-10 (R. 7-00), ENTITLED "INTERNATIONAL PURCHASE ORDER, PURCHASE ORDER
TERMS AND CONDITIONS, COMMERCIAL FIXED PRICE – SUPPLY;” AND
(2) TERMS T-13 (04-05), "PURCHASE ORDER TERMS AND CONDITIONS (PACKAGING, PACKING,
MARKING AND BAR CODING).
T590.000
THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
(1) TERMS T-2 (R. 7-00), ENTITLED "PURCHASE ORDER TERMS AND CONDITIONS COMMERCIAL
FIXED PRICE – SUPPLY;"
(2) PROGRAM ADDENDUM 230 (R. 09-08), ENTITLED "ADDITIONAL GENERAL CONDITIONSCOMMERCIAL FIXED PRICE SUPPLY FOR THE CESSNA CITATION COLUMBUS WING
PROGRAM”, AND
(3) TERMS T-13 (04-05), ENTITLED "PURCHASE ORDER TERMS AND CONDITIONS (PACKAGING,
PACKING, MARKING AND BAR CODING)."
T591.000
THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
(1) TERMS T-10, (R. 7-00), ENTITLED "INTERNATIONAL PURCHASE ORDER PURCHASE ORDER
TERMS AND CONDITIONS, COMMERCIAL FIXED PRICE – SUPPLY;"
(2) PROGRAM ADDENDUM 230A (R. 09-08), ENTITLED "ADDITIONAL GENERAL CONDITIONSCOMMERCIAL FIXED PRICE SUPPLY FOR THE CESSNA CITATION COLUMBUS WING
PROGRAM”, AND
(3) TERMS T-13 (04-05), ENTITLED "PURCHASE ORDER TERMS AND CONDITIONS (PACKAGING,
Page 220 of 237
PACKING, MARKING AND BAR CODING)."
T592.000
CLAUSE T592: THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
(1) TERMS T-1 (01-07), ENTITLED "PURCHASE ORDER TERMS AND CONDITIONS GOVERNMENT
FIXED PRICE - SUPPLY;"
(2) PROGRAM ADDENDUM 232 (01-09), ENTITLED "ADDITIONAL GENERAL CONDITIONS GOVERNMENT - FIXED-PRICED SUPPLY FOR V-22 OSPREY;"
AND
(3) TERMS T-13 (04-05), ENTITLED "PURCHASE ORDER TERMS AND CONDITIONS (PACKAGING,
PACKING, MARKING AND BAR CODING)."
T593.000
CLAUSE T593: THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
(1) TERMS T-2 (R. 7-00), ENTITLED "PURCHASE ORDER TERMS AND CONDITIONS COMMERCIAL
FIXED PRICE - SUPPLY;"
(2) PROGRAM ADDENDUM 225 (02-09), ENTITLED "ADDITIONAL GENERAL CONDITIONS COMMERCIAL FIXED PRICE - SUPPLY FOR AIRBUS COMMERCIAL AIRCRAFT;" AND
(3) TERMS T-13 (04-05), ENTITLED "PURCHASE ORDER TERMS AND CONDITIONS (PACKAGING,
PACKING, MARKING AND BAR CODING)".
T596.000
TO COVER THE COST TO MODIFY, AT BUYER'S EXPENSE, BUYER-FURNISHED PARTS.
REFERENCE REQUEST FOR TRANSFER (J-REQ) NO. _____.
T596
Clause T596: To cover the cost to modify, at Buyer's expense, Buyer-furnished parts. Reference
request for transfer (J-Req) no.
(11-8-11)
T597.000
TERMS T-57 (R. 6/98), "PURCHASE ORDER TERMS AND CONDITIONS (TOOLING - BOEING 747
PROGRAM, HAWTHORNE)," IS BY THIS REFERENCE MADE A PART HEREOF.
T597.001
TERMS T-57 (R. 6/98), "PURCHASE ORDER TERMS AND CONDITIONS (TOOLING - BOEING 747
PROGRAM, HAWTHORNE),” IS BY THIS REFERENCE MADE A PART HEREOF. THESE TERMS
AND CONDITIONS MAY BE VIEWED VIA THE INTERNET AT: HTTPS://OASIS.NORTHGRUM.COM;
SELECT CONTRACT DATA; AND THEN, UNDER AEROSTRUCTURES, SELECT TERMS AND
CONDITIONS.
T597.002
TERMS T-57 (R. 6/98), "PURCHASE ORDER TERMS AND CONDITIONS (TOOLING - BOEING 747
PROGRAM, HAWTHORNE)," IS BY THIS REFERENCE MADE A PART HEREOF.
T597.003
TERMS T-57 (R. 7-00), "PURCHASE ORDER TERMS AND CONDITIONS TOOLING - BOEING 747
PROGRAM, HAWTHORNE," IS BY THIS REFERENCE MADE A PART HEREOF.
T597.004
TERMS T-57 (R. 7-01), "PURCHASE ORDER TERMS AND CONDITIONS TOOLING - BOEING 747
PROGRAM, HAWTHORNE," IS BY THIS REFERENCE MADE A PART HEREOF.
T598.000
TERMS T-79 (R. 4/99), "PURCHASE ORDER TERMS AND CONDITIONS (COMMERCIAL) (TIME
BASIS) (HAZARDOUS WASTE SERVICES)," IS BY THIS REFERENCE MADE A PART HEREOF.
T598.001
TERMS T-79 (R. 7-00), "PURCHASE ORDER TERMS AND CONDITIONS COMMERCIAL - TIME
BASED - HAZARDOUS WASTE SERVICES," IS BY THIS REFERENCE MADE A PART HEREOF.
T602.000
THIS PURCHASE ORDER (“ORDER”) IS ISSUED SUBJECT TO BUYER’S STANDARD NOTES
IDENTIFIED IN THE ORDER WHICH ARE INCORPORATED HEREIN BY REFERENCE. THE FULL
TEXT OF APPLICABLE STANDARD NOTES MAY BE FOUND AT BUYER’S INTERNET SITE:
WWW.VOUGHT.COM/SUPPLIERS.
THE COMPOSITION OF STANDARD NOTE NUMBERS IS AS FOLLOWS:
Page 221 of 237
T 602.000
SUBJECT – ONE ALPHA CHARACTER----BASIC NUMBER - THREE DIGITS----------------REVISION NUMBER - THREE DIGITS----------------(A HIGHER REVISION NUMBER INDICATES THE MOST RECENT REVISION)
THE INTERNET SITE LISTS STANDARD NOTES BASED ON THE SUBJECT (ALPHA CHARACTER).
QUESTIONS CONCERNING ACCESS TO STANDARD NOTES OR THE INTERPRETATION OF
STANDARD NOTES AND OTHER TERMS AND CONDITIONS APPLICABLE TO THIS ORDER
SHOULD BE IMMEDIATELY REFERRED TO THE BUYER.
T602.001
THIS PURCHASE ORDER (“ORDER”) IS ISSUED SUBJECT TO BUYER’S STANDARD NOTES
IDENTIFIED IN THE ORDER WHICH ARE INCORPORATED HEREIN BY REFERENCE. THE FULL
TEXT OF APPLICABLE STANDARD NOTES MAY BE FOUND AT BUYER’S INTERNET SITE:
WWW.VOUGHT.COM/SUPPLIERS.
THE COMPOSITION OF STANDARD NOTE NUMBERS IS AS FOLLOWS:
T 602.000
SUBJECT – ONE ALPHA CHARACTER----------^
BASIC NUMBER - THREE DIGITS----------------------^
REVISION NUMBER - THREE DIGITS----------------------^
(A HIGHER REVISION NUMBER INDICATES THE MOST RECENT REVISION)
THE INTERNET SITE LISTS STANDARD NOTES BASED ON THE SUBJECT (ALPHA CHARACTER).
QUESTIONS CONCERNING ACCESS TO STANDARD NOTES OR THE INTERPRETATION OF
STANDARD NOTES AND OTHER TERMS AND CONDITIONS APPLICABLE TO THIS ORDER
SHOULD BE IMMEDIATELY REFERRED TO THE BUYER.
T602.002
THIS PURCHASE ORDER (“ORDER”) IS ISSUED SUBJECT TO BUYER’S STANDARD NOTES
IDENTIFIED IN THE ORDER WHICH ARE INCORPORATED HEREIN BY REFERENCE. THE FULL
TEXT OF APPLICABLE STANDARD NOTES MAY BE FOUND AT BUYER’S INTERNET SITE:
HTTP://WWW.VOUGHTAIRCRAFT.COM/SUPPLIERS/ (NOTE: THE WEB SITE MUST BE ENTERED
USING LOWER CASE CHARACTERS).
THE COMPOSITION OF STANDARD NOTE NUMBERS IS AS FOLLOWS:
T 602.002
SUBJECT – ONE ALPHA CHARACTER----------^
BASIC NUMBER - THREE DIGITS----------------------^
REVISION NUMBER - THREE DIGITS----------------------^
(THE REVISION NUMBER INDICATES THE STANDARD NOTE REVISION APPLICABLE TO THIS
ORDER.)
THE INTERNET SITE LISTS STANDARD NOTES BASED ON THE SUBJECT (ALPHA CHARACTER).
QUESTIONS CONCERNING ACCESS TO STANDARD NOTES AND OTHER TERMS AND
CONDITIONS APPLICABLE TO THIS ORDER SHOULD BE IMMEDIATELY REFERRED TO THE
BUYER.
T602.003
THIS PURCHASE ORDER (“ORDER”) IS ISSUED SUBJECT TO BUYER’S STANDARD NOTES
IDENTIFIED IN THE ORDER WHICH ARE INCORPORATED HEREIN BY REFERENCE. THE FULL
TEXT OF APPLICABLE STANDARD NOTES MAY BE FOUND AT BUYER’S INTERNET SITE:
HTTP://WWW.VOUGHTAIRCRAFT.COM/SUPPLIERS/ (NOTE: THE WEB SITE MUST BE ENTERED
USING LOWER CASE CHARACTERS).
Page 222 of 237
THE COMPOSITION OF STANDARD NOTE NUMBERS IS AS FOLLOWS:
T 602.002
SUBJECT – ONE ALPHA CHARACTER----------^
BASIC NUMBER - THREE DIGITS----------------------^
REVISION NUMBER - THREE DIGITS----------------------^
(THE REVISION NUMBER INDICATES THE STANDARD NOTE REVISION APPLICABLE TO THIS
ORDER.)
THE INTERNET SITE LISTS STANDARD NOTES BASED ON THE SUBJECT (ALPHA CHARACTER).
QUESTIONS CONCERNING ACCESS TO STANDARD NOTES AND OTHER TERMS AND
CONDITIONS APPLICABLE TO THIS ORDER SHOULD BE IMMEDIATELY REFERRED TO THE
BUYER.
T605.000
CLAUSE T605: THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
(1) TERMS T-1 (01-07), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS GOVERNMENT
FIXED PRICE – SUPPLY;”
(2) PROGRAM ADDENDUM 227 (01-07), ENTITLED “ADDITIONAL GENERAL CONDITIONS
(GOVERNMENT FIXED PRICE-SUPPLY) FOR E-2D AIRCRAFT;” AND
(3) TERMS T-13 (04-05), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS (PACKAGING,
PACKING, MARKING AND BAR CODING).”
T606.000
CLAUSE T606: THE FOLLOWING TERMS AND CONDITIONS APPLY TO THIS ORDER:
(1) TERMS T-11 (R. 01-07), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS U.S.
GOVERNMENT FIXED PRICE – SUPPLY;”
(2) PROGRAM ADDENDUM 218D (01-07), ENTITLED “ADDITIONAL GENERAL CONDITIONS
(FIXED PRICE) FOR C-17 AIRCRAFT;” AND
(3) TERMS T-13 (04-05), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS (PACKAGING,
PACKING, MARKING AND BAR CODING).”
T607.000
T608.000
CLAUSE T607: THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
(1)
TERMS T-1 (01-07), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS
GOVERNMENT FIXED PRICE – SUPPLY;”
(2)
PROGRAM ADDENDUM 218 (01-07), ENTITLED “ADDITIONAL GENERAL CONDITIONS –
GOVERNMENT - FIXED PRICE - SUPPLY FOR C-17 AIRCRAFT;” AND
(3)
TERMS T-13 (04-05), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS
(PACKAGING, PACKING, MARKING AND BAR CODING).”
CLAUSE T608: THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
(1) TERMS T-2 (07-00), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS COMMERCIAL
FIXED PRICE – SUPPLY”;
(2) PROGRAM ADDENDUM 228 (03-07), ENTITLED “ADDITIONAL GENERAL CONDITIONS –
COMMERCIAL – FIXED PRICE – SUPPLY FOR BOEING 787 PROGRAM”; AND
(3) TERMS T-14 (08-06), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS 787
PACKAGING, PACKING, MARKING AND BAR CODING”.
T608.001
CLAUSE T608: THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
(1) TERMS T-2 (07-00), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS COMMERCIAL
FIXED PRICE – SUPPLY”;
(2) PROGRAM ADDENDUM 228 (03-08), ENTITLED “ADDITIONAL GENERAL CONDITIONS –
Page 223 of 237
COMMERCIAL – FIXED PRICE – SUPPLY FOR BOEING 787 PROGRAM”; AND
(3) TERMS T-14 (08-06), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS 787
PACKAGING, PACKING, MARKING AND BAR CODING”.
T609.000
CLAUSE T609: THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
(1) TERMS T-10 (07-00), ENTITLED “INTERNATIONAL-COMMERCIAL FIXED PRICE – SUPPLY”;
(2) PROGRAM ADDENDUM 228A (03-08), ENTITLED “ADDITIONAL GENERAL CONDITIONS –
INTERNATIONAL COMMERCIAL – FIXED PRICE – SUPPLY FOR BOEING 787 PROGRAM”; AND
(3) TERMS T-14 (08-06), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS 787
PACKAGING, PACKING, MARKING AND BAR CODING”.
T610.000
PROGRESS PAYMENTS (FEB 2002).
1. BUYER WILL MAKE PROGRESS PAYMENTS TO SELLER WHEN REQUESTED AS WORK
PROGRESSES, BUT NOT MORE FREQUENTLY THAN MONTHLY IN AMOUNTS OF $2,500 OR
MORE APPROVED BY BUYER, UNDER THE FOLLOWING CONDITIONS:
(A) COMPUTATION OF AMOUNTS.
(1) UNLESS SELLER REQUESTS A SMALLER AMOUNT, BUYER WILL COMPUTE EACH
PROGRESS PAYMENT AS 80 PERCENT OF SELLER'S TOTAL COSTS INCURRED UNDER
THIS ORDER WHETHER OR NOT ACTUALLY PAID, PLUS FINANCING PAYMENTS TO
SUBCONTRACTORS (SEE PARAGRAPH (J) OF THIS CLAUSE), LESS THE SUM OF ALL
PREVIOUS PROGRESS PAYMENTS MADE BY BUYER UNDER THIS ORDER. BUYER WILL
CONSIDER COST OF MONEY THAT WOULD BE ALLOWABLE UNDER FAR 31.205-10 AS AN
INCURRED COST FOR PROGRESS PAYMENT PURPOSES.
(2) THE AMOUNT OF FINANCING AND OTHER PAYMENTS FOR SUPPLIES AND SERVICES
PURCHASED DIRECTLY FOR THE ORDER ARE LIMITED TO THE AMOUNTS THAT HAVE
BEEN PAID BY CASH, CHECK, OR OTHER FORMS OF PAYMENT, OR THAT WILL BE PAID
TO SUBCONTRACTORS-(I) IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF A SUBCONTRACT;
AND
(II) ORDINARILY PRIOR TO THE SUBMISSION OF SELLER'S NEXT PAYMENT
REQUEST TO BUYER.
(3) BUYER WILL EXCLUDE ACCRUED COSTS OF SELLER CONTRIBUTIONS UNDER
EMPLOYEE PENSION PLANS UNTIL ACTUALLY PAID UNLESS-(I) SELLER'S PRACTICE IS TO MAKE CONTRIBUTIONS TO THE RETIREMENT FUND
QUARTERLY OR MORE FREQUENTLY; AND
(II) THE CONTRIBUTION DOES NOT REMAIN UNPAID 30 DAYS AFTER THE END OF
THE APPLICABLE QUARTER OR SHORTER PAYMENT PERIOD (ANY
CONTRIBUTION REMAINING UNPAID SHALL BE EXCLUDED FROM SELLER'S
TOTAL COSTS FOR PROGRESS PAYMENTS UNTIL PAID).
(4) SELLER SHALL NOT INCLUDE THE FOLLOWING IN TOTAL COSTS FOR PROGRESS
PAYMENT PURPOSES IN PARAGRAPH (A)(1) OF THIS CLAUSE:
(I) COSTS THAT ARE NOT REASONABLE, ALLOCABLE TO THIS ORDER, AND
CONSISTENT WITH SOUND AND GENERALLY ACCEPTED ACCOUNTING
PRINCIPLES AND PRACTICES.
(II) COSTS INCURRED BY SUBCONTRACTORS OR SUPPLIERS.
(III) COSTS ORDINARILY CAPITALIZED AND SUBJECT TO DEPRECIATION OR
AMORTIZATION EXCEPT FOR THE PROPERLY DEPRECIATED OR AMORTIZED
PORTION OF SUCH COSTS.
(IV) PAYMENTS MADE OR AMOUNTS PAYABLE TO SUBCONTRACTORS OR
SUPPLIERS, EXCEPT FOR-(A) COMPLETED WORK, INCLUDING PARTIAL DELIVERIES, TO WHICH
Page 224 of 237
SELLER HAS ACQUIRED TITLE; AND
(B) WORK UNDER COST-REIMBURSEMENT OR TIME-AND-MATERIAL
SUBCONTRACTS TO WHICH SELLER HAS ACQUIRED TITLE.
(5) THE AMOUNT OF UNLIQUIDATED PROGRESS PAYMENTS MAY EXCEED NEITHER
(I) THE PROGRESS PAYMENTS MADE AGAINST INCOMPLETE WORK (INCLUDING
ALLOWABLE UNLIQUIDATED PROGRESS PAYMENTS TO SUBCONTRACTORS) NOR (II)
THE VALUE, FOR PROGRESS PAYMENT PURPOSES, OF THE INCOMPLETE WORK.
INCOMPLETE WORK SHALL BE CONSIDERED TO BE THE SUPPLIES AND SERVICES
REQUIRED BY THIS ORDER, FOR WHICH DELIVERY AND INVOICING BY SELLER AND
ACCEPTANCE BY BUYER ARE INCOMPLETE.
(6) THE TOTAL AMOUNT OF PROGRESS PAYMENTS SHALL NOT EXCEED 80
PERCENT OF THE TOTAL ORDER PRICE.
(7) IF A PROGRESS PAYMENT OR THE UNLIQUIDATED PROGRESS PAYMENTS
EXCEED THE AMOUNTS PERMITTED BY SUBPARAGRAPH (A)(4) OR (A)(5) ABOVE,
SELLER SHALL REPAY THE AMOUNT OF SUCH EXCESS TO BUYER ON DEMAND.
(8) NOTWITHSTANDING ANY OTHER TERMS OF THIS ORDER, SELLER AGREES NOT
TO REQUEST PROGRESS PAYMENTS IN DOLLAR AMOUNTS OF LESS THAN $2,500.
BUYER MAY MAKE EXCEPTIONS.
(B) LIQUIDATION. EXCEPT AS PROVIDED IN THE TERMINATION FOR CONVENIENCE CLAUSE,
ALL PROGRESS PAYMENTS SHALL BE LIQUIDATED BY DEDUCTING FROM ANY PAYMENT
UNDER THIS ORDER, OTHER THAN ADVANCE OR PROGRESS PAYMENTS, THE
UNLIQUIDATED PROGRESS PAYMENTS, OR 80 PERCENT OF THE AMOUNT INVOICED,
WHICHEVER IS LESS. SELLER SHALL REPAY TO BUYER ANY AMOUNTS REQUIRED BY A
RETROACTIVE PRICE REDUCTION, AFTER COMPUTING LIQUIDATIONS AND PAYMENTS ON
PAST INVOICES AT THE REDUCED PRICES AND ADJUSTING THE UNLIQUIDATED PROGRESS
PAYMENTS ACCORDINGLY. BUYER RESERVES THE RIGHT TO UNILATERALLY CHANGE
FROM THE ORDINARY LIQUIDATION RATE TO AN ALTERNATE RATE WHEN DEEMED
APPROPRIATE FOR PROPER ORDER FINANCING.
(C) REDUCTION OR SUSPENSION. BUYER MAY REDUCE OR SUSPEND PROGRESS
PAYMENTS, INCREASE THE RATE OF LIQUIDATION, OR TAKE A COMBINATION OF THESE
ACTIONS, AFTER FINDING ON SUBSTANTIAL EVIDENCE ANY OF THE FOLLOWING
CONDITIONS:
(1) SELLER FAILED TO COMPLY WITH ANY MATERIAL REQUIREMENT OF THIS ORDER
(WHICH INCLUDES PARAGRAPHS (F) AND (G) BELOW).
(2) PERFORMANCE OF THIS ORDER IS ENDANGERED BY SELLER'S -(I) FAILURE TO MAKE PROGRESS; OR
(II) UNSATISFACTORY FINANCIAL CONDITION.
(3) INVENTORY ALLOCATED TO THIS ORDER SUBSTANTIALLY EXCEEDS
REASONABLE REQUIREMENTS.
(4) SELLER IS DELINQUENT IN PAYMENT OF THE COSTS OF PERFORMING THIS
ORDER IN THE ORDINARY COURSE OF BUSINESS.
(5) THE UNLIQUIDATED PROGRESS PAYMENTS EXCEED THE FAIR VALUE OF THE
WORK ACCOMPLISHED ON THE UNDELIVERED PORTION OF THIS ORDER.
(6) SELLER IS REALIZING LESS PROFIT THAN THAT REFLECTED IN THE
ESTABLISHMENT OF ANY ALTERNATE LIQUIDATION RATE IN PARAGRAPH (B) ABOVE,
AND THAT RATE IS LESS THAN THE PROGRESS PAYMENT RATE STATED IN
SUBPARAGRAPH (A)(1) ABOVE.
(D) TITLE.
(1) TITLE TO THE PROPERTY DESCRIBED IN THIS PARAGRAPH (D) SHALL VEST IN THE
GOVERNMENT. VESTITURE SHALL BE IMMEDIATELY UPON THE DATE OF THIS ORDER,
FOR PROPERTY ACQUIRED OR PRODUCED BEFORE THAT DATE. OTHERWISE,
VESTITURE SHALL OCCUR WHEN THE PROPERTY IS OR SHOULD HAVE BEEN
Page 225 of 237
ALLOCABLE OR PROPERLY CHARGEABLE TO THIS ORDER.
(2) "PROPERTY," AS USED IN THIS CLAUSE, INCLUDES ALL OF THE BELOW-DESCRIBED
ITEMS ACQUIRED OR PRODUCED BY SELLER THAT ARE OR SHOULD BE ALLOCABLE OR
PROPERLY CHARGEABLE TO THIS ORDER UNDER SOUND AND GENERALLY ACCEPTED
ACCOUNTING PRINCIPLES AND PRACTICES.
(I) PARTS, MATERIALS, INVENTORIES, AND WORK IN PROCESS;
(II) SPECIAL TOOLING AND SPECIAL TEST EQUIPMENT TO WHICH THE
GOVERNMENT IS TO ACQUIRE TITLE UNDER ANY OTHER CLAUSE OF THIS
ORDER;
(III) NONDURABLE (I.E., NONCAPITAL) TOOLS, JIGS, DIES, FIXTURES, MOLDS,
PATTERNS, TAPS, GAUGES, TEST EQUIPMENT, AND OTHER SIMILAR
MANUFACTURING AIDS, TITLE TO WHICH WOULD NOT BE OBTAINED AS SPECIAL
TOOLING UNDER SUBPARAGRAPH (II) ABOVE; AND
(IV) DRAWINGS AND TECHNICAL DATA, TO THE EXTENT SELLER OR
SUBCONTRACTORS ARE REQUIRED TO DELIVER THEM TO THE GOVERNMENT
OR BUYER BY OTHER CLAUSES OF THIS ORDER.
(3) ALTHOUGH TITLE TO PROPERTY IS IN THE GOVERNMENT UNDER THIS CLAUSE,
OTHER APPLICABLE CLAUSES OF THIS ORDER; E.G., THE TERMINATION OR SPECIAL
TOOLING CLAUSES, SHALL DETERMINE THE HANDLING AND DISPOSITION OF THE
PROPERTY.
(4) SELLER MAY SELL ANY SCRAP RESULTING FROM PRODUCTION UNDER THIS
ORDER WITHOUT REQUESTING BUYER’S AND THE GOVERNMENT’S APPROVAL, BUT
THE PROCEEDS SHALL BE CREDITED AGAINST THE COSTS OF PERFORMANCE.
(5) TO ACQUIRE FOR ITS OWN USE OR DISPOSE OF PROPERTY TO WHICH TITLE IS
VESTED IN THE GOVERNMENT UNDER THIS CLAUSE, SELLER MUST OBTAIN
BUYER’S AND THE GOVERNMENT'S ADVANCE APPROVAL OF THE ACTION AND THE
TERMS. SELLER SHALL
(I) EXCLUDE THE ALLOCABLE COSTS OF THE PROPERTY FROM THE COSTS OF
ORDER PERFORMANCE, AND
(II) REPAY TO BUYER ANY AMOUNT OF UNLIQUIDATED PROGRESS PAYMENTS
ALLOCABLE TO THE PROPERTY. REPAYMENT MAY BE BY CASH OR CREDIT
MEMORANDUM.
(6) WHEN SELLER COMPLETES ALL OF THE OBLIGATIONS UNDER THIS ORDER,
INCLUDING LIQUIDATION OF ALL PROGRESS PAYMENTS, TITLE SHALL VEST IN
SELLER FOR ALL PROPERTY (OR THE PROCEEDS THEREOF) NOT -(I) DELIVERED TO, AND ACCEPTED BY, THE GOVERNMENT OR BUYER UNDER
THIS ORDER; OR
(II) INCORPORATED IN SUPPLIES DELIVERED TO, AND ACCEPTED BY, THE
GOVERNMENT OR BUYER UNDER THIS ORDER AND TO WHICH TITLE IS VESTED
IN THE GOVERNMENT UNDER THIS CLAUSE.
(7) THE TERMS OF THIS ORDER CONCERNING LIABILITY FOR GOVERNMENTFURNISHED PROPERTY SHALL NOT APPLY TO PROPERTY TO WHICH THE
GOVERNMENT ACQUIRED TITLE SOLELY UNDER THIS CLAUSE.
(E) RISK OF LOSS. BEFORE DELIVERY TO AND ACCEPTANCE BY BUYER, SELLER SHALL
BEAR THE RISK OF LOSS FOR PROPERTY, THE TITLE TO WHICH VESTS IN THE
GOVERNMENT UNDER THIS CLAUSE, EXCEPT TO THE EXTENT THE GOVERNMENT
EXPRESSLY ASSUMES THE RISK. SELLER SHALL REPAY BUYER AN AMOUNT EQUAL TO THE
UNLIQUIDATED PROGRESS PAYMENTS THAT ARE BASED ON COSTS ALLOCABLE TO
PROPERTY THAT IS DAMAGED, LOST, STOLEN, OR DESTROYED.
(F) CONTROL OF COSTS AND PROPERTY. SELLER SHALL MAINTAIN AN ACCOUNTING
SYSTEM AND CONTROLS ADEQUATE FOR THE PROPER ADMINISTRATION OF THIS CLAUSE.
(G) REPORTS AND ACCESS TO RECORDS. SELLER SHALL PROMPTLY FURNISH REPORTS,
Page 226 of 237
CERTIFICATES, FINANCIAL STATEMENTS, AND OTHER PERTINENT INFORMATION
REASONABLY REQUESTED BY THE CONTRACTING OFFICER AND/OR BUYER FOR THE
ADMINISTRATION OF THIS CLAUSE. ALSO, THE SELLER SHALL GIVE THE GOVERNMENT
AND/OR BUYER REASONABLE OPPORTUNITY TO EXAMINE AND VERIFY SELLER'S BOOKS,
RECORDS, AND ACCOUNTS.
(H) SPECIAL TERMS REGARDING DEFAULT. IF THIS ORDER IS TERMINATED FOR DEFAULT,
(I) SELLER SHALL, ON DEMAND, REPAY TO BUYER THE AMOUNT OF
UNLIQUIDATED PROGRESS PAYMENTS AND
(II) TITLE SHALL VEST IN SELLER, ON FULL LIQUIDATION OF PROGRESS
PAYMENTS, FOR ALL PROPERTY FOR WHICH THE GOVERNMENT AND/ OR
BUYER ELECTS NOT TO REQUIRE DELIVERY. BUYER SHALL BE LIABLE FOR NO
PAYMENT EXCEPT AS PROVIDED BY THE TERMINATION FOR DEFAULT CLAUSE
HEREOF.
(I) RESERVATIONS OF RIGHTS.
(1) NO PAYMENT OR VESTING OF TITLE UNDER THIS CLAUSE SHALL -(I) EXCUSE SELLER FROM PERFORMANCE OF OBLIGATIONS UNDER THIS
ORDER; OR
(II) CONSTITUTE A WAIVER OF ANY OF THE RIGHTS OR REMEDIES OF THE
PARTIES UNDER THE CONTRACT.
(2) BUYER'S RIGHTS AND REMEDIES UNDER THIS CLAUSE -(I) SHALL NOT BE EXCLUSIVE BUT RATHER SHALL BE IN ADDITION TO ANY
OTHER RIGHTS AND REMEDIES PROVIDED BY LAW OR THIS ORDER; AND
(II) SHALL NOT BE AFFECTED BY DELAYED, PARTIAL, OR OMITTED EXERCISE OF
ANY RIGHT, REMEDY, POWER, OR PRIVILEGE, NOR SHALL SUCH EXERCISE OR
ANY SINGLE EXERCISE PRECLUDE OR IMPAIR ANY FURTHER EXERCISE UNDER
THIS CLAUSE OR THE EXERCISE OF ANY OTHER RIGHT, POWER, OR PRIVILEGE
OF BUYER.
(J) FINANCING PAYMENTS TO SUBCONTRACTORS. THE FINANCING PAYMENTS TO
SUBCONTRACTORS MENTIONED IN PARAGRAPHS (A)(1) AND (A)(2) OF THIS CLAUSE SHALL
BE ALL FINANCING PAYMENTS TO SUBCONTRACTORS OR DIVISIONS, IF THE FOLLOWING
CONDITIONS ARE MET:
(1) THE AMOUNTS INCLUDED ARE LIMITED TO -(I) THE UNLIQUIDATED REMAINDER OF FINANCING PAYMENTS MADE; PLUS
(II) ANY UNPAID SUBCONTRACTOR REQUESTS FOR FINANCING PAYMENTS.
(2) THE SUBCONTRACT OR INTERDIVISIONAL ORDER IS EXPECTED TO INVOLVE A
MINIMUM OF APPROXIMATELY 6 MONTHS BETWEEN THE BEGINNING OF WORK AND
THE FIRST DELIVERY, OR, IF THE SUBCONTRACTOR IS A SMALL BUSINESS
CONCERN OR A SMALL DISADVANTAGED BUSINESS CONCERN, 4 MONTHS.
(3) IF THE FINANCING PAYMENTS ARE IN THE FORM OR PROGRESS PAYMENTS, THE
TERMS OF THE SUBCONTRACT OR INTERDIVISIONAL ORDER CONCERNING
PROGRESS PAYMENTS -(I) ARE SUBSTANTIALLY SIMILAR TO THE TERMS OF THIS CLAUSE, INCLUDING
PARAGRAPH 2 BELOW FOR ANY SUBCONTRACTOR THAT IS A SMALL BUSINESS
CONCERN, OR A SMALL DISADVANTAGED BUSINESS CONCERN;
(II) ARE AT LEAST AS FAVORABLE TO BUYER AS THE TERMS OF THIS CLAUSE;
(III) ARE NOT MORE FAVORABLE TO THE SUBCONTRACTOR OR DIVISION THAN
THE TERMS OF THIS CLAUSE ARE TO THE SELLER;
(IV) ARE IN CONFORMANCE WITH THE REQUIREMENTS OF FAR 32.504(E); AND
(V) SUBORDINATE ALL SUBCONTRACTOR RIGHTS CONCERNING PROPERTY TO
WHICH BUYER HAS TITLE UNDER THE SUBCONTRACT TO THE BUYER'S RIGHT
Page 227 of 237
TO REQUIRE DELIVERY OF THE PROPERTY TO BUYER IF -(A) SELLER DEFAULTS; OR
(B) THE SUBCONTRACTOR BECOMES BANKRUPT OR INSOLVENT.
(4) IF THE FINANCING PAYMENTS ARE IN THE FORM OF PERFORMANCE-BASED
PAYMENTS, THE TERMS OF THE SUBCONTRACT OR INTERDIVISIONAL ORDER
CONCERNING PAYMENTS-(I) ARE SUBSTANTIALLY SIMILAR TO THE PERFORMANCE-BASED PAYMENTS
CLAUSE AT FAR 52.232-32 AND MEET THE CRITERIA FOR, AND DEFINITION OF,
PERFORMANCE-BASED PAYMENTS IN FAR PART 32;
(II) ARE IN CONFORMANCE WITH THE REQUIREMENTS OF FAR 32.504(F); AND
(III) SUBORDINATE ALL SUBCONTRACTOR RIGHTS CONCERNING PROPERTY TO
WHICH THE GOVERNMENT HAS TITLE UNDER THE SUBCONTRACT TO BUYER’S
AND/OR THE GOVERNMENT'S RIGHT TO REQUIRE DELIVERY OF THE PROPERTY
TO BUYER AND/OR THE GOVERNMENT IF-(A) SELLER DEFAULTS; OR
(B) THE SUBCONTRACTOR BECOMES BANKRUPT OR INSOLVENT.
(5) IF THE FINANCING PAYMENTS ARE IN THE FORM OF COMMERCIAL ITEM
FINANCING PAYMENTS, THE TERMS OF THE SUBCONTRACT OR INTERDIVISIONAL
ORDER CONCERNING PAYMENTS(I) ARE CONSTRUCTED IN ACCORDANCE WITH FAR 32.206(C) AND INCLUDED IN
A SUBCONTRACT FOR A COMMERCIAL ITEM PURCHASE THAT MEETS THE
DEFINITION AND STANDARDS FOR ACQUISITION OF COMMERCIAL ITEMS IN FAR
PART 2 AND 12;
(II) ARE IN CONFORMANCE WITH THE REQUIREMENTS OF FAR 32.504(G); AND
(III) SUBORDINATE ALL SUBCONTRACTOR RIGHTS CONCERNING PROPERTY TO
WHICH THE GOVERNMENT HAS TITLE UNDER THE SUBCONTRACT TO BUYER’S
AND/OR THE GOVERNMENT'S RIGHT TO REQUIRE DELIVERY OF THE PROPERTY
TO BUYER AND/OR THE GOVERNMENT IF-(A) SELLER DEFAULTS; OR
(B) THE SUBCONTRACTOR BECOMES BANKRUPT OR INSOLVENT.
(6) IF FINANCING IS IN THE FORM OF PROGRESS PAYMENTS, THE PROGRESS
PAYMENT RATE IN THE SUBCONTRACT IS THE CUSTOMARY RATE USED BY THE
CONTRACTING AGENCY, DEPENDING ON WHETHER THE SUBCONTRACTOR IS OR IS
NOT A SMALL BUSINESS CONCERN.
(7) CONCERNING ANY PROCEEDS RECEIVED BY THE GOVERNMENT FOR PROPERTY
TO WHICH TITLE HAS VESTED IN THE GOVERNMENT UNDER THE SUBCONTRACT
TERMS, THE PARTIES AGREE THAT THE PROCEEDS SHALL BE APPLIED TO
REDUCING ANY UNLIQUIDATED FINANCING PAYMENTS BY BUYER TO SELLER
UNDER THIS ORDER.
(8) IF NO UNLIQUIDATED FINANCING PAYMENTS TO SELLER REMAIN, BUT THERE
ARE UNLIQUIDATED FINANCING PAYMENTS THAT SELLER HAS MADE TO ANY
SUBCONTRACTOR, SELLER SHALL BE SUBROGATED TO ALL THE RIGHTS BUYER
OBTAINED THROUGH THE TERMS REQUIRED BY THIS CLAUSE TO BE IN ANY
SUBCONTRACT, AS IF ALL SUCH RIGHTS HAD BEEN ASSIGNED AND TRANSFERRED
TO SELLER.
(9) TO FACILITATE SMALL BUSINESS PARTICIPATION IN SUBCONTRACTING UNDER
THIS ORDER, SELLER SHALL PROVIDE FINANCING PAYMENTS TO SMALL BUSINESS
CONCERNS, IN CONFORMITY WITH THE STANDARDS FOR CUSTOMARY CONTRACT
FINANCING PAYMENTS STATED IN SUBPART 32.113. SELLER SHALL NOT CONSIDER
THE NEED FOR SUCH FINANCING PAYMENTS AS A HANDICAP OR ADVERSE FACTOR
IN THE AWARD OF SUBCONTRACTS.
Page 228 of 237
(K) LIMITATIONS ON UNDEFINITIZED CONTRACT ACTIONS. NOTWITHSTANDING ANY OTHER
PROGRESS PAYMENT PROVISIONS IN THIS ORDER, PROGRESS PAYMENTS MAY NOT
EXCEED 80 PERCENT OF COSTS INCURRED ON WORK ACCOMPLISHED UNDER
UNDEFINITIZED CONTRACT ACTIONS. A "CONTRACT ACTION" IS ANY ACTION RESULTING IN
AN ORDER INCLUDING MODIFICATIONS FOR ADDITIONAL SUPPLIES OR SERVICES, BUT NOT
INCLUDING MODIFICATIONS THAT ARE WITHIN THE SCOPE AND UNDER THE TERMS OF THE
ORDER, SUCH AS MODIFICATIONS ISSUED PURSUANT TO THE CHANGES CLAUSE, OR
FUNDING AND OTHER ADMINISTRATIVE CHANGES. THIS LIMITATION SHALL APPLY TO THE
COSTS INCURRED, AS COMPUTED IN ACCORDANCE WITH PARAGRAPH (A) OF THIS CLAUSE,
AND SHALL REMAIN IN EFFECT UNTIL THE UNDEFINITIZED CONTRACT ACTION IS
DEFINITIZED. COSTS INCURRED WHICH ARE SUBJECT TO THIS LIMITATION SHALL BE
SEGREGATED ON SELLER PROGRESS PAYMENT REQUESTS AND INVOICES FROM THOSE
COSTS ELIGIBLE FOR HIGHER PROGRESS PAYMENT RATES. FOR PURPOSES OF PROGRESS
PAYMENT LIQUIDATION, AS DESCRIBED IN PARAGRAPH (B) OF THIS CLAUSE, PROGRESS
PAYMENTS FOR UNDEFINITIZED CONTRACT ACTIONS SHALL BE LIQUIDATED AT 80
PERCENT OF THE AMOUNT INVOICED FOR WORK PERFORMED UNDER THE UNDEFINITIZED
CONTRACT ACTION AS LONG AS THE CONTRACT ACTION REMAINS UNDEFINITIZED. THE
AMOUNT OF UNLIQUIDATED PROGRESS PAYMENTS FOR UNDEFINITIZED CONTRACT
ACTIONS SHALL NOT EXCEED 80 PERCENT OF THE MAXIMUM LIABILITY OF BUYER UNDER
THE UNDEFINITIZED CONTRACT ACTION OR SUCH LOWER LIMIT SPECIFIED ELSEWHERE IN
THE CONTRACT. SEPARATE LIMITS MAY BE SPECIFIED FOR SEPARATE ACTIONS.
(L) DUE DATE. BUYER WILL MAKE PROGRESS PAYMENTS IN ACCORDANCE WITH THE
PAYMENT PERIOD SPECIFIED IN THIS ORDER AFTER BUYER RECEIVES A PROPER
PROGRESS PAYMENT REQUEST. IN THE EVENT THAT BUYER REQUIRES AN AUDIT OR
OTHER REVIEW OF A SPECIFIC PROGRESS PAYMENT REQUEST TO ENSURE COMPLIANCE
WITH THE TERMS AND CONDITIONS OF THIS ORDER, BUYER IS NOT COMPELLED TO MAKE A
PAYMENT BY THE SPECIFIED DUE DATE. PROGRESS PAYMENTS ARE CONSIDERED
CONTRACT FINANCING AND ARE NOT SUBJECT TO ANY INTEREST PENALTY.
2. IF THE ORDER IS WITH A SMALL BUSINESS CONCERN OR A SMALL DISADVANTAGED
BUSINESS CONCERN, CHANGE EACH MENTION OF THE PROGRESS PAYMENT AND
LIQUIDATION RATES EXCEPTING PARAGRAPH (K) TO THE RATE SPECIFIED IN DEFENSE
FEDERAL ACQUISITION REGULATIONS SUPPLEMENT (“DFARS”) CLAUSE 252.232-7004,
ENTITLED DOD PROGRESS PAYMENT RATES, FOR SMALL BUSINESS CONCERNS AND SMALL
DISADVANTAGED BUSINESS CONCERNS.
3. IF THIS ORDER IS A LETTER CONTRACT THIS PARAGRAPH 3 APPLIES AND PARAGRAPHS
(M) AND (N) BELOW ARE HEREBY ADDED TO THE END OF PARAGRAPH 1 ABOVE. THE
AMOUNT SPECIFIED IN PARAGRAPH (N) MUST NOT EXCEED 80 PERCENT APPLIED TO THE
MAXIMUM LIABILITY OF BUYER UNDER THE LETTER CONTRACT. SEPARATE LIMITS MAY BE
SPECIFIED FOR SEPARATE PARTS OF THE WORK.
(M) PROGRESS PAYMENTS MADE UNDER THIS LETTER CONTRACT SHALL, UNLESS
PREVIOUSLY LIQUIDATED UNDER PARAGRAPH (B) OF THIS CLAUSE, BE LIQUIDATED UNDER
THE FOLLOWING PROCEDURES:
(1) IF THIS LETTER CONTRACT IS SUPERSEDED BY A DEFINITIVE ORDER, UNLIQUIDATED
PROGRESS PAYMENTS MADE UNDER THIS LETTER CONTRACT SHALL BE LIQUIDATED
BY DEDUCTING THE AMOUNT FROM THE FIRST PROGRESS OR OTHER PAYMENTS MADE
UNDER THE DEFINITIVE CONTRACT.
(2) IF THIS LETTER CONTRACT IS NOT SUPERSEDED BY A DEFINITIVE ORDER CALLING
FOR THE FURNISHING OF ALL OR PART OF THE ARTICLES OR SERVICES COVERED
UNDER THE LETTER CONTRACT, UNLIQUIDATED PROGRESS PAYMENTS MADE UNDER
THE LETTER CONTRACT SHALL BE LIQUIDATED BY DEDUCTION FROM THE AMOUNT
PAYABLE UNDER THE TERMINATION CLAUSE.
(3) IF THIS LETTER CONTRACT IS PARTLY TERMINATED AND PARTLY SUPERSEDED BY
AN ORDER, BUYER WILL ALLOCATE THE UNLIQUIDATED PROGRESS PAYMENTS TO THE
TERMINATED AND UNTERMINATED PORTIONS AS BUYER DEEMS EQUITABLE, AND WILL
LIQUIDATE EACH PORTION UNDER THE RELEVANT PROCEDURE IN PARAGRAPHS (M)(1)
AND (M)(2) OF THIS CLAUSE.
(4) IF THE METHOD OF LIQUIDATING PROGRESS PAYMENTS PROVIDED IN THIS CLAUSE
Page 229 of 237
DOES NOT RESULT IN FULL LIQUIDATION, SELLER SHALL IMMEDIATELY PAY THE
UNLIQUIDATED BALANCE TO BUYER ON DEMAND.
(N) THE AMOUNT OF UNLIQUIDATED PROGRESS PAYMENTS SHALL NOT EXCEED
$_______________
T690.000
THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
(1) TERMS T-2 (07-00), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS COMMERCIAL
FIXED PRICE – SUPPLY;”
(2) PROGRAM ADDENDUM 213A (11-02), ENTITLED “ADDITIONAL GENERAL CONDITIONS –
COMMERCIAL FIXED PRICE - SUPPLY C-5 GALAXY FLIGHT CONTROL SURFACES
CONTRACT;” AND
(3) TERMS T-13 (R. 07-00), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS
(PACKAGING, PACKING, MARKING AND BAR CODING).”
T690.001
THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
(1) TERMS T-2 (07-00), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS COMMERCIAL
FIXED PRICE – SUPPLY;”
(2) PROGRAM ADDENDUM 213A (03-04), ENTITLED “ADDITIONAL GENERAL CONDITIONS –
COMMERCIAL FIXED PRICE - SUPPLY C-5 GALAXY FLIGHT CONTROL SURFACES
CONTRACT;” AND
(3) TERMS T-13 (R. 07-00), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS
(PACKAGING, PACKING, MARKING AND BAR CODING).”
T690.002
THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
(1) TERMS T-2 (07-00), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS COMMERCIAL
FIXED PRICE – SUPPLY;”
(2) PROGRAM ADDENDUM 213A (04-04), ENTITLED “ADDITIONAL GENERAL CONDITIONS –
COMMERCIAL FIXED PRICE - SUPPLY C-5 GALAXY FLIGHT CONTROL SURFACES
CONTRACT;” AND
(3) TERMS T-13 (R. 07-00), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS
(PACKAGING, PACKING, MARKING AND BAR CODING).”
T690.003
CLAUSE T690: THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
(1) TERMS T-2 (07-00), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS COMMERCIAL
FIXED PRICE – SUPPLY;”
(2) PROGRAM ADDENDUM 213A (04-04), ENTITLED “ADDITIONAL GENERAL CONDITIONS –
COMMERCIAL FIXED PRICE - SUPPLY C-5 GALAXY FLIGHT CONTROL SURFACES
CONTRACT;” AND
(3) TERMS T-13 (04-05), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS (PACKAGING,
PACKING, MARKING AND BAR CODING).”
T691.000
THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
(1) TERMS T-4 (07-00), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS GOVERNMENT
FIXED PRICE – SERVICES;”
(2) PROGRAM ADDENDUM 213C (04-03), ENTITLED “ADDITIONAL GENERAL CONDITIONS –
GOVERNMENT FIXED PRICE - SERVICES C-5 GALAXY FLIGHT CONTROL SURFACES
CONTRACT;” AND
(3) TERMS T-13 (R. 07-00), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS
(PACKAGING, PACKING, MARKING AND BAR CODING).”
T691.001
THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
Page 230 of 237
T691.002
(1)
TERMS T-4 (07-00), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS
GOVERNMENT FIXED PRICE – SERVICES;”
(2)
PROGRAM ADDENDUM 213C (03-04), ENTITLED “ADDITIONAL GENERAL CONDITIONS –
GOVERNMENT FIXED PRICE - SERVICES C-5 GALAXY FLIGHT CONTROL SURFACES
CONTRACT;” AND
(3)
TERMS T-13 (R. 07-00), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS
(PACKAGING, PACKING, MARKING AND BAR CODING).”
CLAUSE T691: THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
(1) TERMS T-4 (07-00), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS GOVERNMENT
FIXED PRICE – SERVICES;”
(2) PROGRAM ADDENDUM 213C (03-04), ENTITLED “ADDITIONAL GENERAL CONDITIONS –
GOVERNMENT FIXED PRICE - SERVICES C-5 GALAXY FLIGHT CONTROL SURFACES
CONTRACT;” AND
(3) TERMS T-13 (04-05), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS (PACKAGING,
PACKING, MARKING AND BAR CODING).”
T692.000
THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
(1) TERMS T-1 (09-01), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS GOVERNMENT
FIXED PRICE – SUPPLY;”
(2) PROGRAM ADDENDUM 216 (9-03), ENTITLED “ADDITIONAL GENERAL CONDITIONS –
GOVERNMENT FIXED PRICE - SUPPLY FOR EA-6B AIRCRAFT WING CENTER SECTION
PROGRAM;” AND
(3) TERMS T-13 (R. 07-00), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS
(PACKAGING, PACKING, MARKING AND BAR CODING).”
T692.001
CLAUSE T692: THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
(1) TERMS T-1 (09-01), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS GOVERNMENT
FIXED PRICE – SUPPLY;”
(2) PROGRAM ADDENDUM 216 (9-03), ENTITLED “ADDITIONAL GENERAL CONDITIONS –
GOVERNMENT FIXED PRICE - SUPPLY FOR EA-6B AIRCRAFT WING CENTER SECTION
PROGRAM;” AND
(3) TERMS T-13 (04-05), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS (PACKAGING,
PACKING, MARKING AND BAR CODING).”
T693.000
THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
(1) TERMS T-2 (07-00), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS COMMERCIAL
FIXED PRICE – SUPPLY;”
(2) PROGRAM ADDENDUM 216A (9-03), ENTITLED “ADDITIONAL GENERAL CONDITIONS –
COMMERCIAL FIXED PRICE - SUPPLY FOR EA-6B AIRCRAFT WING CENTER SECTION
PROGRAM;” AND
(3) TERMS T-13 (R. 07-00), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS
(PACKAGING, PACKING, MARKING AND BAR CODING).”
T693.001
THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
(1) TERMS T-2 (07-00), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS COMMERCIAL
FIXED PRICE – SUPPLY;”
(2) PROGRAM ADDENDUM 216A (9-03), ENTITLED “ADDITIONAL GENERAL CONDITIONS –
COMMERCIAL FIXED PRICE - SUPPLY FOR EA-6B AIRCRAFT WING CENTER SECTION
PROGRAM;” AND
(3) TERMS T-13 (04-05), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS (PACKAGING,
Page 231 of 237
PACKING, MARKING AND BAR CODING).”
T694.000
THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
(1) TERMS T-4 (07-00), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS GOVERNMENT
FIXED PRICE – SUPPLY;”
(2) PROGRAM ADDENDUM 213B (9-03), ENTITLED “ADDITIONAL GENERAL CONDITIONS –
GOVERNMENT FIXED PRICE - SERVICES FOR EA-6B AIRCRAFT WING CENTER SECTION
PROGRAM;” AND
(3) TERMS T-13 (R. 07-00), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS
(PACKAGING, PACKING, MARKING AND BAR CODING).”
T694.001
THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
(1) TERMS T-4 (07-00), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS GOVERNMENT
FIXED PRICE – SUPPLY;”
(2) PROGRAM ADDENDUM 216B (9-03), ENTITLED “ADDITIONAL GENERAL CONDITIONS –
GOVERNMENT FIXED PRICE - SERVICES FOR EA-6B AIRCRAFT WING CENTER SECTION
PROGRAM;” AND
(3) TERMS T-13 (R. 07-00), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS
(PACKAGING, PACKING, MARKING AND BAR CODING).”
T694.002
CLAUSE T694: THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
(1) TERMS T-4 (07-00), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS GOVERNMENT
FIXED PRICE – SUPPLY;”
(2) PROGRAM ADDENDUM 216B (9-03), ENTITLED “ADDITIONAL GENERAL CONDITIONS –
GOVERNMENT FIXED PRICE - SERVICES FOR EA-6B AIRCRAFT WING CENTER SECTION
PROGRAM;” AND
(3) TERMS T-13 (04-05), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS (PACKAGING,
PACKING, MARKING AND BAR CODING).”
T695.000
THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
(1) TERMS T-6 (07-00), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS COMMERCIAL
FIXED PRICE – SUPPLY;”
(2) PROGRAM ADDENDUM 213C (9-03), ENTITLED “ADDITIONAL GENERAL CONDITIONS –
COMMERCIAL FIXED PRICE - SERVICES FOR EA-6B AIRCRAFT WING CENTER SECTION
PROGRAM;” AND
(3) TERMS T-13 (R. 07-00), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS
(PACKAGING, PACKING, MARKING AND BAR CODING).”
T695.001
THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
(1) TERMS T-6 (07-00), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS COMMERCIAL
FIXED PRICE – SUPPLY;”
(2) PROGRAM ADDENDUM 216C (9-03), ENTITLED “ADDITIONAL GENERAL CONDITIONS –
COMMERCIAL FIXED PRICE - SERVICES FOR EA-6B AIRCRAFT WING CENTER SECTION
PROGRAM;” AND
(3) TERMS T-13 (R. 07-00), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS
(PACKAGING, PACKING, MARKING AND BAR CODING).”
T695.002
CLAUSE T695: THE FOLLOWING TERMS AND CONDITIONS APPLY HERETO:
(1) TERMS T-6 (07-00), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS COMMERCIAL
FIXED PRICE – SUPPLY;”
(2) PROGRAM ADDENDUM 216C (9-03), ENTITLED “ADDITIONAL GENERAL CONDITIONS –
Page 232 of 237
COMMERCIAL FIXED PRICE - SERVICES FOR EA-6B AIRCRAFT WING CENTER SECTION
PROGRAM;” AND
(3) TERMS T-13 (04-05), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS (PACKAGING,
PACKING, MARKING AND BAR CODING).”
T699.000
THE FOLLOWING NASHVILLE SITE PURCHASE ORDER NOTES APPLY HERETO AND ARE
INCORPORATED HEREIN BY REFERENCE:
^
THE FULL TEXT OF APPLICABLE NASHVILLE SITE PURCHASE ORDER NOTES AND TERMS AND
CONDITIONS MAY BE FOUND AT BUYER’S INTERNET SITE:
HTTP://WWW.VOUGHTAIRCRAFT.COM/SUPPLIERS/ (NOTE: THE WEB SITE MUST BE ENTERED
USING LOWER CASE CHARACTERS). AFTER ENTERING THE INTERNET SITE, PLACE YOUR
CURSOR OVER THE CONTRACT LINK; THEN, SELECT NASHVILLE SITE.
T800.000
(MATERIAL CODE NUMBER = _________________)
U125.004
SUPPLIER NOTE - YOU ARE TO MARK ON THE OUTSIDE WRAP THAT MATERIAL IS EITHER
REFRIGERATED OR PERISHABLE. ALSO MARK FREIGHT BILL, TRUCKER'S OR COURIER'S
DOCUMENT, AND YOUR DELIVERY TICKET WITH SOURCE. MARK "REFRIGERATED" - IF
MATERIAL IS SHIPPED UNDER REFRIGERATION AND IS TO REMAIN REFRIGERATED OR IF
MATERIAL HAS TO BE REFRIGERATED IMMEDIATELY UPON ARRIVAL TO COMPLY WITH
APPLICABLE SPECIFICATIONS. MARK "PERISHABLE" - IF MATERIAL IS NOT SHIPPED
REFRIGERATED BUT HAS TO BE KEPT BELOW CERTAIN TEMPERATURE OR REFRIGERATED
AFTER A SPECIFIED LENGTH OF TIME AFTER MANUFACTURE. NOTE - MATERIAL IS NOT TO BE
SHIPPED TO NORTHROP GRUMMAN AND ARRIVE ON WEEKEND UNLESS INSTRUCTED TO DO
SO BY THE UNDERSIGNED BUYER.
U125.005
SELLER MUST MARK ON THE OUTSIDE WRAP THAT MATERIAL IS EITHER REFRIGERATED OR
PERISHABLE. ALSO MARK FREIGHT BILL, TRUCKER'S OR COURIER'S DOCUMENT, AND
DELIVERY TICKET WITH SOURCE. MARK "REFRIGERATED" IF MATERIAL IS SHIPPED UNDER
REFRIGERATION AND IS TO REMAIN REFRIGERATED, OR IF MATERIAL HAS TO BE
REFRIGERATED IMMEDIATELY UPON ARRIVAL TO COMPLY WITH APPLICABLE
SPECIFICATIONS. MARK "PERISHABLE" IF MATERIAL IS NOT SHIPPED REFRIGERATED BUT
MUST BE KEPT BELOW A CERTAIN TEMPERATURE OR REFRIGERATED AFTER A SPECIFIED
LENGTH OF TIME AFTER MANUFACTURE. NOTE: MATERIAL IS NOT TO BE SHIPPED TO
ARRIVE AT BUYER’S FACILITY ON A WEEKEND UNLESS SPECIFICALLY REQUESTED BY BUYER.
U125
Clause U125: Seller must mark on the outside wrap that material is either refrigerated or perishable.
Also mark freight bill, trucker's or courier's document, and delivery ticket with source. Mark
"refrigerated" if material is shipped under refrigeration and is to remain refrigerated, or if material has to
be refrigerated immediately upon arrival to comply with applicable specifications. Mark "perishable" if
material is not shipped refrigerated but must be kept below a certain temperature or refrigerated after a
specified length of time after manufacture. Note: material is not to be shipped to arrive at Buyer’s
facility on a weekend unless specifically requested by Buyer.
(11-8-11)
U130.003
ALL CONTAINERS OF ACID OR ANY OTHER SUBSTANCES WHICH COULD BE CONSIDERED
DANGEROUS, MUST BE LABELED AS REQUIRED BY LAW IN ACCORDANCE WITH THE STATE OF
CALIFORNIA GENERAL INDUSTRY SAFETY ORDERS NO. 4202, NO. 4203, AND NO. 4204.
U135.003
ALL ORGANIC SOLVENTS AND MATERIALS CONTAINING ORGANIC SOLVENTS MUST BE
LABELED IN ACCORDANCE WITH REQUIREMENTS OF SOUTH COAST AIR QUALITY
MANAGEMENT DISTRICT (SCAQMD) RULE 443 AND 443.1.
U143.000
***************************************
THIS IS A PURCHASE ORDER FOR THE TRANSPORTATION AND DISPOSAL OF HAZARDOUS
MATERIAL IN ACCORDANCE WITH THE HAZARDOUS MATERIAL TRANSPORTATION AND
Page 233 of 237
DISPOSAL AGREEMENT BETWEEN THE BUYER AND THE SELLER DATED _____ AND
AMENDMENT _____ DATED _____ WHICH IS BY THIS REFERENCE MADE A PART HEREOF.
APPLICABLE RATES OF COMPENSATION ARE AS SET FORTH IN EXHIBIT "C", SERVICE FEE
SCHEDULE, OR ARE AS SET FORTH ON THE FACE OF THIS ORDER. THE TOTAL PRICE SHOWN
ON THE FACE OF THIS ORDER IS A CEILING PRICE WHICH SHALL NOT BE EXCEEDED UNLESS
AUTHORIZED BY A FORMAL CHANGE ORDER. EXHIBITS "A", WASTE CHARACTERIZATION DATA
SHEET, "B", DESIGNATED FACILITY, AND "C", SERVICE FEE SCHEDULE, ARE ATTACHED
HERETO OR OTHERWISE INCORPORATED HEREIN AND ARE MADE A PART HEREOF BY THIS
REFERENCE. TERMS T-6 (R. 3/96), "PURCHASE ORDER TERMS AND CONDITIONS
(COMMERCIAL) (FIXED-PRICE - SERVICES)" WHICH IS PART HEREOF IS HEREBY AMENDED BY
DELETING CONDITIONS 10, 12, 21, 28, 33, 38, 39, AND 43.
U145.000
WHEN AN MSDS IS REQUIRED IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS
ORDER, SELLER SHALL MAIL THE MSDS SEPARATELY TO THE ADDRESS OF BUYER'S OFFICE
ISSUING THE ORDER, AS REFLECTED ON THE FACE HEREOF, ATTN: SAFETY MANAGER.
U145
(11-8-11)
Clause U145: When an MSDS is required in accordance with the terms and conditions of this Order,
Seller shall mail the MSDS separately to the address of Buyer's office issuing the Order, as reflected
on the face hereof, attn: Safety Manager.
U146.000
**************
ATTACHMENT CFC 93-1 "PRODUCT LABELING REQUIREMENTS FOR PRODUCTS USING OZONE
DEPLETING SUBSTANCES" IS ATTACHED HERETO AND BY THIS REFERENCE MADE A PART
HEREOF. ANY OTHER PROVISION OF THIS ORDER RELATIVE TO LABELING OF PRODUCTS
USING OZONE DEPLETING SUBSTANCES APPLIES TO DOMESTIC SHIPMENTS ONLY.
SHIPMENTS INTO THE CUSTOMS TERRITORY OF THE UNITED STATES FROM OUTSIDE THE
UNITED STATES MUST COMPLY ONLY WITH THIS STANDARD NOTE.
U151.001
BUYER REQUIRES NOTIFICATION OF SPECIFICATION OR COMPOSITION CHANGES THAT MAY
ALTER PRODUCT PROPERTIES, HEALTH EFFECTS, UTILITY OR QUALITY, INCLUDING PRODUCT
IMPURITIES.
U151
Clause U151: Seller shall notify Buyer of specification or composition changes that may alter product
properties, health effects, utility or quality, including product impurities.
(11-8-11)
U701.000
SHELF LIFE REQUIREMENT. PRODUCTS TO BE DELIVERED UNDER THIS ORDER SHALL AT
THE TIME OF SHIPMENT FROM SUPPLIER'S PLANT, RETAIN EIGHTY PERCENT (80%) OR MORE
OF THE MAXIMUM SHELF LIFE REQUIRED BY THE MANUFACTURER'S PRODUCT
SPECIFICATION UNLESS AN ENGINEERING SPECIFICATION IS INCLUDED IN THIS ORDER IN
WHICH CASE THE ENGINEERING SPECIFICATION SHALL CONTROL.
U701
Clause U701: Shelf life requirement. Products to be delivered under this Order shall at the time of
shipment from Seller's plant, retain eighty percent (80%) or more of the maximum shelf life required by
the manufacturer's product specification unless an engineering specification is included in this Order in
which case the engineering specification shall control.
(11-8-11)
U705.003
SUPPLIER CERTIFICATION AND MATERIAL CONTAINERS MUST SHOW DATE OF
MANUFACTURE, BATCH AND/OR LOT NUMBER.
U705
Clause U705: Supplier certification and material containers must show date of manufacture, batch
and/or lot number.
(11-8-11)
U706.004
THE REMAINING SHELF LIFE OF EACH ITEM SUPPLIED SHALL BE A MINIMUM OF _____
PERCENT OF THE TOTAL SHELF LIFE.
U706
Clause U706: The remaining shelf life of each item supplied shall be a minimum of _____ percent of
the total shelf life.
(11-8-11)
Page 234 of 237
V107.000
*************************************
TERMS T-32 (R. 12/95), "GENERAL TERMS AND CONDITIONS (CONSTRUCTION, ALTERATION OR
REPAIR OF REAL PROPERTY)," AND EXHIBIT "A" TO TERMS T-32 (R. 12/95), "TIME AND
MATERIALS TERMS AND CONDITIONS," IS BY THIS REFERENCE MADE A PART HEREOF.
V108.000
REAL PROPERTY REPAIR/REMODELING
THIS IS A CONTRACT FOR REPAIR, REMODELING OR RESTORATION OF REAL PROPERTY IN
ACCORDANCE WITH THE TEXAS SALES AND USE TAX STATUTES. TEXAS SALES/USE TAX
APPLICABLE TO THIS ORDER WILL BE PAID BY BUYER DIRECTLY TO THE STATE OF TEXAS IN
ACCORDANCE WITH DIRECT PAY PERMIT NO. 1-95-1055798-6.
V108.001
REAL PROPERTY REPAIR/REMODELING
THIS IS A CONTRACT FOR REPAIR, REMODELING OR RESTORATION OF REAL PROPERTY IN
ACCORDANCE WITH THE TEXAS SALES AND USE TAX STATUTES. TEXAS SALES/USE TAX
APPLICABLE TO THIS ORDER WILL BE PAID BY BUYER DIRECTLY TO THE STATE OF TEXAS IN
ACCORDANCE WITH DIRECT PAY PERMIT NO. 1-75-2884072-5.
V108
Clause V108: Real property repair/remodeling
(11-8-11)
This is a contract for repair, remodeling or restoration of real property in accordance with the Texas
sales and use tax statutes. Texas sales/use tax applicable to this Order will be paid by Buyer directly
to the state of Texas in accordance with direct pay permit no. 1-75-2884072-5.
V109.000
REAL PROPERTY MAINTENANCE
THIS IS A CONTRACT FOR REAL PROPERTY MAINTENANCE IN ACCORDANCE WITH TEXAS
SALES AND USE TAX STATUTES. THUS: (1) SELLER IS THE CONSUMER OF ALL MATERIALS
USED HEREUNDER, AND AS SUCH, SELLER IS LIABLE FOR ANY SALES AND/OR USE TAXES
DUE ON THESE ITEMS; AND (2) LABOR COMPONENTS OF THIS TRANSACTION ARE NONTAXABLE.
V109
Clause V109: Real property maintenance
(11-8-11)
This is a contract for real property maintenance in accordance with Texas sales and use tax statutes.
Thus: (1) Seller is the consumer of all materials used hereunder, and as such, Seller is liable for any
sales and/or use taxes due on these items; and (2) labor components of this transaction are nontaxable.
V110.001
THE LOT PRICE INCLUDES ALL APPLICABLE TAXES.
V111.000
COMBINED REMODELING/NEW CONSTRUCTION
THIS IS A CONTRACT INVOLVING BOTH NEW CONSTRUCTION AND REMODELING OF REAL
PROPERTY IN ACCORDANCE WITH THE TEXAS SALES AND USE TAX STATUTES. THE
CHARGES FOR TOTAL MATERIALS, REMODELING LABOR AND NEW CONSTRUCTION LABOR,
AS JOINTLY AGREED BY BUYER AND SELLER, ARE IDENTIFIED SEPARATELY. NEW
CONSTRUCTION LABOR COMPONENTS OF THIS TRANSACTION ARE NON-TAXABLE. TEXAS
SALES/USE TAX APPLICABLE TO THE BALANCE OF THIS ORDER WILL BE PAID BY BUYER
DIRECTLY TO THE STATE OF TEXAS IN ACCORDANCE WITH DIRECT PAY PERMIT NO. 1-951055798-6.
V111.001
COMBINED REMODELING/NEW CONSTRUCTION
THIS IS A CONTRACT INVOLVING BOTH NEW CONSTRUCTION AND REMODELING OF REAL
PROPERTY IN ACCORDANCE WITH THE TEXAS SALES AND USE TAX STATUTES. THE
CHARGES FOR TOTAL MATERIALS, REMODELING LABOR AND NEW CONSTRUCTION LABOR,
AS JOINTLY AGREED BY BUYER AND SELLER, ARE IDENTIFIED SEPARATELY. NEW
CONSTRUCTION LABOR COMPONENTS OF THIS TRANSACTION ARE NON-TAXABLE. TEXAS
SALES/USE TAX APPLICABLE TO THE BALANCE OF THIS ORDER WILL BE PAID BY BUYER
Page 235 of 237
DIRECTLY TO THE STATE OF TEXAS IN ACCORDANCE WITH DIRECT PAY PERMIT NO. 1-752884072-5.
V111
Clause V111: Combined remodeling/new construction
(11-8-11)
This is a contract involving both new construction and remodeling of real property in accordance with
the Texas sales and use tax statutes. The charges for total materials, remodeling labor and new
construction labor, as jointly agreed by Buyer and Seller, are identified separately. New construction
labor components of this transaction are non-taxable. Texas sales/use tax applicable to the balance of
this Order will be paid by Buyer directly to the state of Texas in accordance with direct pay permit no.
1-75-2884072-5.
V125.001
THE LOT PRICE IS FOR LABOR ONLY AND IS NOT SUBJECT TO SALES TAX.
V125
Clause V125: The lot price is for labor only and is not subject to sales tax.
(11-8-11)
V140.001
THIS ORDER IS SUBJECT TO SALES TAX ON MATERIALS ONLY.
V140
Clause V140: This Order is subject to sales tax on materials only.
(11-8-11)
V165.000
THIS PURCHASE ORDER IS FOR SERVICE MAINTENANCE. NO TAXES ARE APPLICABLE.
V165
Clause V165: This Order is for service maintenance. No taxes are applicable.
(11-8-11)
V167.000
THIS PURCHASE ORDER IS ISSUED TO COVER THE COST OF SERVICE ON THE EQUIPMENT
NOTED HEREIN. ANY TAXES APPLICABLE ON MATERIALS USED IN SUPPORT OF THIS ORDER
SHALL BE BROKEN OUT ON SUPPLIER'S INVOICE.
V167
Clause V167: This Order is issued to cover the cost of service on the equipment noted herein. Any
taxes applicable on materials used in support of this Order shall be broken out on Seller's invoice.
(11-8-11)
V170.001
THIS ORDER IS SUBJECT TO STATE OF GEORGIA SALES TAX. AS SUCH, SUPPLIER IS
REQUIRED TO SUBMIT HIS GEORGIA SUPPLIER'S PERMIT NUMBER ON THE INVOICE WHEN
BILLING FOR GEORGIA SALES TAX. FAILURE TO COMPLY WILL RESULT IN YOUR INVOICE
BEING HELD UNTIL THE NUMBER IS FURNISHED TO THE BUYER AND/OR ACCOUNTS PAYABLE.
V170
Clause V170: This Order is subject to state of Georgia sales tax. As such, Seller is required to submit
his Georgia Seller's permit number on the invoice when billing for Georgia sales tax. Failure to comply
will result in your invoice being held until the number is furnished to the Buyer and/or accounts
payable.
(11-8-11)
V171.000
DO NOT BILL TEXAS STATE AND LOCAL SALES OR USE TAX. BUYER'S DIRECT PAYMENT
PERMIT NO. 1-95-1055798-6 APPLIES FOR DELIVERIES TO TEXAS; THEREFORE, TAX WILL BE
REMITTED DIRECTLY TO THE STATE OF TEXAS. SELLER MUST INCLUDE APPROPRIATE
SALES AND/OR USE TAXES ON INVOICES FOR DELIVERIES MADE TO ALL OTHER STATES.
V171.001
DO NOT BILL TEXAS STATE AND LOCAL SALES OR USE TAX. BUYER'S DIRECT PAYMENT
PERMIT NO. 1-75-2884072-5 APPLIES FOR DELIVERIES TO TEXAS; THEREFORE, BUYER WILL
BE REMIT TAXES DIRECTLY TO THE STATE OF TEXAS. SELLER MUST INCLUDE
APPROPRIATE SALES AND/OR USE TAXES ON INVOICES FOR DELIVERIES MADE TO ALL
OTHER STATES.
V171.002
DO NOT BILL TEXAS STATE AND LOCAL SALES OR USE TAX. BUYER'S DIRECT PAYMENT
PERMIT NO. 1-75-2884072-5 APPLIES FOR DELIVERIES TO TEXAS; THEREFORE, BUYER WILL
Page 236 of 237
REMIT TAXES DIRECTLY TO THE STATE OF TEXAS. SELLER MUST INCLUDE APPROPRIATE
SALES AND/OR USE TAXES ON INVOICES FOR DELIVERIES MADE TO ALL OTHER STATES.
V171.003
DO NOT BILL TEXAS OR SOUTH CAROLINA STATE AND LOCAL SALES OR USE TAX. BUYER'S
DIRECT PAYMENT PERMIT NO. 1-75-2884072-5 APPLIES FOR DELIVERIES TO TEXAS AND
BUYER’S DIRECT PAYMENT PERMIT NO. 2278588-001 APPLIES FOR DELIVERIES TO SOUTH
CAROLINA; THEREFORE, BUYER WILL REMIT TAXES DIRECTLY TO THE STATES OF TEXAS
AND SOUTH CAROLINA. SELLER MUST INCLUDE APPROPRIATE SALES AND/OR USE TAXES
ON INVOICES FOR DELIVERIES MADE TO ALL OTHER STATES.
V171
Clause V171: Do not bill Texas or South Carolina state and local sales or use tax. Buyer's direct
payment permit no. 1-75-2884072-5 applies for deliveries to Texas and Buyer’s direct payment permit
no. 2278588-001 applies for deliveries to South Carolina; therefore, Buyer will remit taxes directly to
the states of Texas and South Carolina. Seller must include appropriate sales and/or use taxes on
invoices for deliveries made to all other states.
(11-8-11)
V174.000
FOR RESALE OR TAX EXEMPT USE. DO NOT BILL STATE OR LOCAL SALES OR USE TAX FOR
DELIVERY OR PERFORMANCE IN CALIFORNIA, FLORIDA, GEORGIA, OR TEXAS SINCE BUYER
MAINTAINS A CURRENT REGISTRATION NUMBER WITH THESE STATES. IF A CURRENT
RESALE OR EXEMPTION CERTIFICATE IS NEEDED, SEND REQUEST TO BUYER’S
PROCUREMENT REPRESENTATIVE.
V174.001
FOR RESALE OR TAX EXEMPT USE. DO NOT BILL STATE OR LOCAL SALES OR USE TAX FOR
DELIVERY OR PERFORMANCE IN CALIFORNIA, FLORIDA, GEORGIA, TENNESSEE, OR TEXAS
BECAUSE BUYER MAINTAINS A CURRENT REGISTRATION NUMBER WITH THESE STATES. IF
A CURRENT RESALE OR EXEMPTION CERTIFICATE IS NEEDED, SEND REQUEST TO BUYER’S
PROCUREMENT REPRESENTATIVE.
V174.002
FOR RESALE OR TAX EXEMPT USE. DO NOT BILL STATE OR LOCAL SALES OR USE TAX FOR
DELIVERY OR PERFORMANCE IN CALIFORNIA, FLORIDA, GEORGIA, SOUTH CAROLINA,
TENNESSEE, OR TEXAS BECAUSE BUYER MAINTAINS A CURRENT REGISTRATION NUMBER
WITH THESE STATES. IF A CURRENT RESALE OR EXEMPTION CERTIFICATE IS NEEDED,
SEND REQUEST TO BUYER’S PROCUREMENT REPRESENTATIVE.
V174
Clause V174: For resale or tax exempt use. Do not bill state or local sales or use tax for delivery or
performance in California, Florida, Georgia, South Carolina, Tennessee, or Texas because Buyer
maintains a current registration number with these states. If a current resale or exemption certificate is
needed, send request to Buyer’s procurement representative.
(11-8-11)
V175.000
SUPPLIER HAS NOTIFIED NORTHROP GRUMMAN THAT HE IS NOT ELIGIBLE TO COLLECT
GEORGIA SALES TAX. NORTHROP GRUMMAN WILL BE RESPONSIBLE TO PAY GEORGIA SALES
TAX.
V175.001
SUPPLIER HAS NOTIFIED BUYER OF INELIGIBILITY TO COLLECT GEORGIA SALES TAX. BUYER
WILL BE RESPONSIBLE FOR PAYMENT OF GEORGIA SALES TAX.
V175
Clause V175: Supplier has notified Buyer of ineligibility to collect Georgia sales tax. Buyer will be
responsible for payment of Georgia sales tax.
(11-8-11)
Page 237 of 237