Only the on-line system contains the current version. Verify copy against the on-line system before use.

Transcription

1 Only the on-line system contains the current version. Verify copy against the on-line system before use. Standard Notes (Revision Date ) Jump to Section: A B C D E F G H I J K L M N O P Q R S T U V W X Y Z A114 A116 A117 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. Clause A116: A separate order will be issued for Seller-made tooling under order number. 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- (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 ) 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 ) must be supplied under any resulting subcontract or order after agreement on price and approval of first parts therefrom. Company name: Signature: Title: Date: Page 1 of 28

2 A118 A119 A125 A126 A131 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) (d) Manufacturer's names and code numbers. 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: 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 spares. 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. 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. 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. Page 2 of 28

3 A146 A164 A706 A718 A719 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. 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. 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. Clause A718: 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 (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. 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 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. B401 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 , (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: C107 Clause C107: Seller understands and agrees that: (A) Technical data provided to Seller by Buyer shall be used only to manufacture the defense articles Page 3 of 28

4 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 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 Page 4 of 28

5 (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 oneto-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 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 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 I. This export is authorized pursuant to 22 CFR 126.5(c). 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 Page 5 of 28

6 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 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. E120 E804 E805 Clause E120: The total not-to-exceed ceiling amount of this Order is $. 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 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. 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 F104 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. 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 Page 6 of 28

7 disposed of as scrap or otherwise until rendered unusable for their intended purpose, by mutilation or other effective means. F112 F726 F735 F763 F764 F769 F781 F782 F783 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. Clause F726: All castings to be thoroughly finished by removal of all flash, gates, risers, and molding materials. 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. Clause F763: In addition to the requirements of the specification, material on this Order shall have no double laps or nested cells. Clause F764: In addition to specification requirements, repair plugs are prohibited in material delivered pursuant to this Order. 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. 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 the MSO number and state material was purchased from Buyer. 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 , the MSO number and state material was purchased from Buyer. 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". G110 G115 G116 G118 G120 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. 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. 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. 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). Clause G120: The Net Price listed herein is for [Buyer] s reference only. In no event shall [Buyer] be liable for fees in excess of the fees set forth in [Statement of Work/Supplier Contract]. Page 7 of 28

8 G133 G134 G137 G139 G148 G167 G170 G192 G217 G223 G225 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. 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. 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. 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. 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. 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. 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. 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. 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. Clause G223: is/are attached hereto and by this reference made a part hereof. Clause G225: Seller understands and agrees price(s) negotiated for this Order do not include cost of money for Page 8 of 28

9 facilities capital employed and such costs are unallowable under this Order. G236 G254 G273 G311 G321 G326 G327 G334 G337 G338 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). 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 in-house use and any equipment necessary to support any construction effort to the facility. 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 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. 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. 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. 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. 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. Clause G334: System(s) must be configured and burned in a minimum of 24 hours. 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. 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 Page 9 of 28

10 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. G357 G385 G387 G392 G396 Clause G357: 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. 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. 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. Clause G392: Seller shall access the Supplier Information Request (SIR) process on 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 Buyer s Supplier Portal and selecting Supplier Information Request from the portal menu. Detailed instructions are available for completing an SIR by selecting help and instructions and then creating a SIR. Seller must use an SIR 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. An 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 Authorization to deviate from existing order requirements, except as specified above. If you need access to Buyer s Supplier Portal, contact Buyer s Authorized Purchasing Representative. 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 Page 10 of 28

11 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. G416 G424 G518 G519 G534 G702 G708 G711 G743 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. 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. Clause G518: This Order is in furtherance of an Airbus UK Order. 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. 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. 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 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. 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. 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. 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. Page 11 of 28

12 H110 H121 H122 H123 Clause H110: Material returned for credit. Do not replace. Clause H121: To effect replacement of defective material returned to Seller for credit. Reference: nonconformance document no(s) s/n. 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). 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. I107 I108 I109 I829 I830 I831 I832 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 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. Clause I108: As a Federal Aviation Administration (FAA) approved repair station, in the performance of this Order, Seller shall produce an FAA tag for all work performed. The FAA tag shall be delivered to Buyer with the products upon which work is performed hereunder. 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 tag for all work performed. The FAA 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. 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". Clause I830: Seller shall supply a test piece with each block of material shipped. Clause I831: Do not ship minimum residual stress ("MRS") material against this Order. 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. Page 12 of 28