1. ACCEPTANCE - The terms of this purchase order exclusively represent the entire agreement between the seller and the buyer, Accurus Aerospace Athens, LLC. The express terms of this agreement supersede any course of dealing or usage of trade. 2. SCHEDULE OF PERFORMANCE - Time is of the essence in the performance the purchase order. Remedies for breached delivery schedule are specified in the remedies clause and shall also include equitable downward adjustment in price, liability of the seller for premium shipping costs and recovery by the buyer of expenses related to necessary work arounds while items are not available. Seller is liable for shipping and inspection costs for any delivered lots in excess of the contractually scheduled number. The defense priority rating of this contract, if applicable, is indicated on the face of the P.O. Seller shall follow the provisions of the Defense Priorities and Allocation System (DPAS) regulation 5CFR350, Federal Acquisition Regulation (FAR) 52.212-8, and all other applicable regulations in obtaining controlled materials and in ordering and manufacturing components and materials for the P.O. Seller shall reference the defense priority rating on his own subcontracts and purchase orders. Seller shall provide adequate assurance of performance in detail whenever requested. Failure to provide such written assurance in a reasonable time, as is adequate under the circumstances, but not exceeding 10 days constitutes repudiation of the contract by the seller. 3. NOTICE OF DELAY - Seller shall immediately notify buyer and explain any circumstances, including labor dispute, which may delay the timely performance of the P.O. 4. ASSIGNMENT AND SUBCONTRACTS - Neither the P.O. nor any interest under it shall be assignable nor any duties delegable by the seller. No major or critical portion of the P.O. shall be subcontracted without the written consent of the buyer. 5. SUB-TIER FLOWDOWN - The supplier shall request, in writing, to the Accurus Aerospace Athens, LLC buyer, approval to use a sub-tier supplier to manufacture Accurus Aerospace Athens, LLC parts. If written approval is given by Accurus Aerospace Athens, LLC buyer, the supplier shall flow down all Accurus Aerospace Athens, LLC requirements in the purchasing documents, including the quality requirements in this document, and key characteristics, if applicable. a) obtain organization approval for nonconforming product disposition, b) to notify the organization of changes in product and/or process, changes of suppliers, changes of manufacturing facility location, and where required, obtain organization approval, c) flow down to the supply chain including customer requirements, d) allow right of access at any level in the supply chain 6. QUANTITY - Buyer need not accept any over shipments or shortages, except as authorized herein, regardless of usage of trade or sellers standard practices. 7. PRICE WARRANTY - The price of each item covered by the P.O. shall be the lower of the price shown on the face of the P.O. or the seller s price to other customers for like quantities and specification. 8. CHANGES A. BUYER -Buyer shall have the right at any time to make changes or revisions, within the general scope of this contract, to the drawings, designs, specifications, quantities, delivery schedules, method of shipment or packaging, place of inspection or acceptance, and/or point of delivery, and seller agrees to be bound thereby. Interchange and liaison with buyer s technical personnel shall not vest seller with authority to change the specifications, terms, or provisions of this contract unless it is evidenced in writing by an authorized procurement representative of the buyer. If such authorized written changes result in delay or any increase or decrease in cost, seller shall notify buyer immediately and negotiate an equitable adjustment, provided, however, that seller shall in all events proceed diligently to supply the items or perform the contracted work or services as so changed. No claim by seller for such equitable adjustment shall be valid unless accompanied by proper explanation and justifications and submitted by buyer in writing within 15 days from the date of such change. B. SELLER - The Seller shall notify Accurus Aerospace Athens, LLC of any changes in product or process definition. C. No substitutions will be allowed of any kind, without the written consent of Accurus Aerospace Athens, LLC. 9. RIGHT OF ACCESS - The supplier shall allow right of access by Accurus Aerospace Athens, LLC, their customers and regulatory authorities to all facilities involved in the order and to all applicable records. Seller shall permit buyer s inspectors, government inspectors, or buyer s customer to have access to seller s plant at all reasonable hours for the purpose of inspecting any item procured on this purchase order, related materials, work in process or applicable quality and inspection systems. Seller, without additional cost to buyer unless otherwise specified herein, shall provide all reasonable facilities and assistance for their safety and convenience. 10. SUPPLIER QUALITY REQUIREMENTS: The following requirements outline your company s contribution to product and service conformity for product sold by Accurus Aerospace Athens, LLC. Adherence to these requirement ensures that Accurus maintains product quality and safety requirements demanded by our customers. As it relates to ethics, all reported data for parts sold to Accurus shall be accurate and complete and accompany any parts shipped. A. INSPECTION The supplier shall have a system for inspection and for prevention and detection of nonconforming products. B. FIRST ARTICLE INSPECTION The supplier shall provide Accurus Aerospace Athens, LLC with a complete AS9102 first article on the first production run of a new part. An AS9102 delta first article may be performed on revision changes. Note: Does not apply to raw material. C. SOURCE INSPECTION: The supplier shall support product source inspection performed by Accurus Aerospace Athens, LLC and their customers or customer s representative if required by PO. Source inspection does not relieve the supplier of the responsibility for the quality of the product. At the time of source inspections, seller shall make available to the inspector copies of all applicable drawings, specifications, required process sheets, and preservations and packaging data. Seller shall furnish any source inspection reports and specified certificates of conformance or test data whenever presenting or shipping items for inspection. Unless otherwise specified, all 1
source inspected items will be subject to final inspection and acceptance by buyer within 90 days of receipt at buyer s plant regardless of any prior payment or source inspection acceptance, subject to the warranty clause. Acceptance at buyer s plant will be considered final except for latent defects, fraud, or gross mistakes as amount to fraud. Upon resubmittal, any defective items, which have been repaired or reworked, are subject to source inspection. Replacement or correction of rejected items shall not be made unless so authorized on buyers returned-material shipping documents as buyer may impose source inspection of previously rejected items without liability for additional source inspection charges. D. Calibration The supplier shall control the calibration of all measuring equipment utilized to accept product. It is the responsibility of the supplier to return any customer furnished equipment to Accurus Aerospace Athens, LLC prior to the calibration due date. E. Tooling Tooling or any equipment provided to the supplier in support of the order shall be handled and stored in an appropriate manner to avoid damage. F. Nonconformance Notification The supplier shall notify Accurus Aerospace Athens, LLC of any nonconformances found. This includes any nonconformance identified after product delivery. G. Control of Documents The supplier shall control all documents supplied by Accurus Aerospace Athens, LLC pertaining to the order. It is the responsibility of the supplier to destroy any documents provided by Accurus Aerospace Athens, LLC that are obsolete or superceded. H. Certifications and Test Data - The supplier shall provide certification of conformance and, where applicable, test data with each shipment. Certifications to specifications shall reflect the latest revision level unless otherwise noted on the purchase order. I. Records In addition to the records required with each shipment, the supplier shall retain all documents and records pertaining to the order, including raw material certs, production records, processing certs, inspection records and nonconformance records for a minimum of 10 years. The supplier shall notify Accurus Aerospace Athens, LLC, in writing, prior to destruction of any records pertaining to Accurus Aerospace Athens, LLC orders. If requested, the supplier shall provide Accurus Aerospace Athens, LLC with copies of records pertaining to an order within one day. J. Special Processing Suppliers shall only use the appropriate Accurus Aerospace Athens, LLC customer approved special process sources, e.g., Boeing, Lockheed Martin, Goodrich, etc. Contact the Accurus Aerospace Athens, LLC buyer for any questions related to special processing. K. Suppliers who are certified to an established standard such as ISO 9001, AS9100, ISO 17025, etc. shall immediately notify Accurus Aerospace Athens, LLC if their certification expires or is revoked. L. Suppliers may use a sampling plan in accordance with ANSI/ASQ Z1.4 for attribute inspections or ANSI/ASQ Z1.9 for variable inspections using Single Sampling plan for Normal Inspection, General Inspection Level II, with no greater risk than an acceptable quality level (AQL) of 2.5. M. A) Seller and its subcontractors shall maintain the appropriate organizational structure, staffing levels, training, processes, procedures and equipment to adequately perform at the designated level of capability. Seller is required to communicate to Accurus Aerospace Athens, LLC for evaluation of capability impact when changes to Seller s organizational structures, staffing levels, training, processes, procedures or equipment occur. B) If Seller or its subcontractors are not capable of performing a required function, Seller shall contact Accurus Aerospace Athens, LLC for resolution. N. Suppliers at the start of manufacture shall process / fabricate to the latest revisions of customer / design authority specifications and technical data as identified in the Accurus Aerospace Athens Specification Index. The Specification Matrix is available on the Accurus Aerospace Athens, LLC s website and it is the supplier s responsibility to review the latest version of this matrix at the start of manufacture. Any questions regarding the Specification Matrix should be directed to the Accurus Aerospace Athens, LLC s Buyer or Supplier Quality Engineer. http://www.accurusaero.com/locations/accurus-aerospace-athens/ 11. WARRANTY - Seller expressly warrants to the buyer and its customers that the articles described in the P.O. shall be free from defects in workmanship and materials and shall strictly conform to applicable specifications, drawings, and any approved samples, and, if of sellers design, will be free from design defects and fit for the intended purpose. The warranty shall expire one year from delivery date, except in cases of fraud or gross mistakes as amount to fraud. Seller agrees to indemnify buyer and its customers for all liability, loss, and expenses of a breach of warranty, including costs of tests performed in determining that a breach has occurred, costs of disassembly and re-assembly, and reasonable attorney s fees and costs of litigation. Notice of breach shall be deemed sufficient if given within 30 days after discovery thereof by buyer. 12. REMEDIES - In addition to the particular remedies specified in the other provisions of the P.O., the following remedies apply as well as other remedies available at law: A. Specific performance - where procured items are unique, long lead, sole sourced, made to buyer specification, or for any other reason deemed by the buyer to be critical or unavailable elsewhere, the buyer may demand specific performance in addition to any other remedies of breach. B. Termination for cause - if seller fails to make any delivery in accordance with the agreed delivery schedule, fails to make progress so as to endanger performance of the P.O., or otherwise fails to observe or comply with any of the other provisions, instructions, terms, conditions, or warranties, buyer may terminate all or part of this purchase order by written notice to seller without any liability by buyer. In the event of seller s repudiation or termination for cause, buyer may obtain immediate refund and/or produce or procure similar items or services elsewhere, on such terms and in such manner as buyer may deem appropriate, with seller liable for any excess procurement costs and all damages sustained as a result of sellers default. Buyer may terminate all or any part of the P.O. in the event of seller s suspension of business, insolvency, bankruptcy, reorganization, liquidation proceedings, appointment of a trustee or receiver for sellers property or business, or any assignment of seller 2
for the benefit of creditors, if, after notice of termination for cause, it is determined that the seller was not in default, or that the default was excusable (FAR 52.249-8 par c and d). The rights, obligations and liabilities of the parties shall be the same as if the termination had been for convenience. C. Rejection and revocation of acceptance - in the event items are rejected during inspection or if acceptance is revoked, buyer may, at his option: (1) return all or part of the defective items to seller at full billing price plus freight, testing, inspection, and handling and require correction or replacement. (2) Retain defective items and equitably reduce the price, or make such improvements or alteration at seller s expense as buyer may deem necessary to meet contract requirements, and/or, (3) return defective items at seller s expense and terminate the order for a cause. 11. TERMINATION FOR CONVENIENCE - Buyer may terminate all or any part of the P.O. at any time without cause by written notice to seller. The rights and obligations of the parties shall be in accordance with the clause set forth in FAR 52.249-2. However, seller must submit his termination claim to buyer within 60 days after the effective date of termination. 12. PAYMENTS - Payment for items received or services completed will be made in accordance with payment and discount terms set forth on the P.O. or, if no terms are specified, within 30 days after either receipt of items or completion of services or date of receipt of correct invoice, whichever date is later. Discount periods will be computed from either the date of receipt of goods plus three (3) working days allowance for receipt processing or the date of receipt of correct invoice, whichever date is later. 13. COMPLIANCE WITH LAWS - Seller shall comply with all applicable federal, state, and local laws, and government orders and regulations in performing the P.O. Seller agrees to hold buyer harmless from, and to reimburse it for, any and all costs, damages and expenses (including attorneys fees) suffered directly or indirectly through failure of seller to comply with any such law, regulation, or order. 14. SUSPENSION OF WORK - Buyer may order seller in writing to suspend, delay or interrupt all or any part of the work for a period not to exceed 90 consecutive days. An adjustment shall be made for any directly resulting increase or decrease in the cost of performance. Adjustment shall also be made in the delivery or performance dates and any other contractual provisions affected. However, no adjustment shall be made to the extent that performance would have been so suspended, delayed or interrupted by any other cause including the fault or negligence of seller. Also, no adjustment shall be made under this clause for any suspension, delay or interruption for which an equitable adjustment is provided for or excluded under any other provision of this contract. No claim under this clause shall be allowed unless the claim in a stated amount is asserted in writing within 15 days after the termination of such suspension, delay, or interruption. 15. LEGAL CONSTRUCTION AND INTERPRETATION - The P.O. shall be governed by and interpreted in accordance with the laws of the state of Georgia. 16. LIENS - All supplies to be delivered by seller and all property to be returned by seller shall be free employees of any of its subcontractors, which are alleged to be attributable to the act, omission, fault or negligence of buyer, its agents or employees, or to any condition of buyer s property, facilities, materials or equipment. Seller shall maintain such and clear of any and all liens and encumbrances whatsoever. 17. INDEMNIFICATION AND INSURANCE - Seller shall indemnify and hold buyer harmless from and against any suits, liabilities, losses, damages, claims, cause of action and expenses (including attorneys fees) arising out of or connected with any act or omission of seller, its agents, employees or subcontractors, excepting only such injury or damage due solely and directly to buyers negligence. However, seller specifically agrees to defend, indemnify and hold buyer harmless from and against any suits, liabilities, losses, damages, claims, causes of action and expenses (including attorneys fees) that may be made or incurred by sellers employee or by public liability property damage, and workers compensation insurance as will protect buyer from any of said risks and from any claims under any applicable workers compensation acts. Buyer reserves the right to establish the limits of insurance coverage applicable to the P.O. and require seller to secure and maintain said coverage. Adequate insurance shall be maintained by seller to cover full replacement cost of all buyer-owned tooling, raw materials, supplied components, drawings, and related items. 18. PATENTS - The FAR patents clauses incorporated by reference herein if a government contract number appears on the P.O. supersede this provision. Seller shall report to buyer promptly any claim of patent infringement arising out of performance of the order. Seller shall furnish all details and evidence at request of buyer at buyer expense. The P.O. does not grant seller any license, express or implied, under the patents of any company other than the buyer. License is granted under buyer patents only to the extent necessary to perform the specific P.O. or as expressly provided herein to the extent that articles manufactured under the P.O. are of designs not originated by buyer, seller shall indemnify buyer from any expense, cost, or liability for alleged patent infringement. Seller grants buyer an irrevocable non-exclusive, royalty-free license to make, use, or sell any inventions conceived or first actually reduced to practice under the P.O. 19. PACKAGING AND SHIPMENT INSURANCE - All material on this order shall be prepared for shipment in a manner acceptable by the specified carrier and adequate to ensure safe delivery at destination. The supplier shall package products appropriately to assure that no damage occurs during shipment. Parts shall be returned in any special packaging sent by Accurus Aerospace Athens, LLC. Method of packaging shall comply with uniform freight and national motor freight classification rules and regulations or other carrier s rules and regulations applicable to the mode of transportation specified on the order. No charges will be allowed for boxing, wrapping, cartage or storage other than those specified in the P.O. Shipments sent C.O.D. will not be accepted unless specifically authorized in writing. Seller shall not insure f.o.b. origin shipments at buyer s expense. 20. WAIVER OF TERMS AND CONDITIONS - The failure of buyer in any one or more instances to enforce one or more of the terms or conditions of this order or to exercise any right or privilege in this order shall not be construed as thereafter waiving any such terms, conditions, rights, or privileges. Such terms shall remain in effect as if no such failure to enforce had occurred. 21. GOVERNMENT CONTRACTS - In the event this purchase order bears a government contract number, it shall be subject to all applicable provisions of, and will contain all clauses and agreements required by, the terms of any 3
government contract under which or for which the P.O. is issued, federal laws, regulations, and the clauses set forth in other provisions and in the following paragraphs of the Federal Acquisition Regulations (FAR) are incorporated herein by reference. The FAR/DFARS clauses shall be of the same date as the FAR/DFARS clauses in the prime contract where necessary to make the context applicable to the P.O. The terms government and contracting officer or equivalent phrases shall mean buyer. The term contractor shall mean seller. The term contract shall mean the P.O. All notices, reports or other required data shall be furnished to buyer for forwarding or action pursuant to the prime contract. FAR CLAUSE DETAILS DFAR CLAUSE DETAIL DFAR CLAUSE DETAIL 52-223-1 AND 2 CLEAN AIR AND WATER 52.203-1 OFFICIALS NOT TO BENEFIT 252.203-7001 Prohibition on Persons Convicted of Fraud or Other Defense Contract Related Felonies 252.203-7004 Display of Fraud Hotline Poster(s) 252.204-7012 Safeguarding Covered Defense Information and Cyber Incident Reporting 252.204-7015 Notice of Authorized Disclosure of Information for Litigation Support 52.203-3 GRATUITIES 52.223-3 HAZARDOUS MATERIAL IDENT. AND SAFETY 252.208-7000 Intent to Furnish Precious Metals as Government- Furnished Material 252.209-7004 Subcontracting with Firms that are Owned or Controlled by the Government of a Country that is a State Sponsor of Terrorism. 252.211-7000 Acquisition Streamlining 252.215-7000 Pricing Adjustments 52.203-5 COVENANT AGAINST CONTINGENT FEES 52.225-3 BUY AMERICAN ACT 252.219-7003 Small Business Subcontracting Plan (DOD Contracts) 252.222-7006 Restrictions on the Use of Mandatory Arbitration Agreements 252.222-7007 Representation Regarding Combating Trafficking in Persons 252.223-7001 Hazard Warning Labels 52.203-7 ANTI-KICKBACK 52.225-10 DUTY FREE ENTRY 252.223-7002 Safety Precautions for Ammunition and Explosives 252.223-7003 Change in Place of Performance - Ammunition and Explosives 252.223-7007 Safeguarding Sensitive Conventional Arms, Ammunition, and Explosives 252.223-7008 Prohibition of Hexavalent Chromium 52.204-2 SECURITY REQUIREMENTS 52.225-11 CERTAIN COMMUNIST AREAS 252.225-7001 Buy American and Balance of Payments Program 252.225-7002 Qualifying Country Sources As Subcontractors 252.225-7007 Prohibition on United States Munitions List Items From Communist Chinese Military Companies 252.225-7009 Certain Articles Containing Specialty Metals 52.208-1 REQUIRED SOURCES FOR JEWEL BEARINGS 52.227-1 THRU -3 AND -10 THRU - 15 PATENTS 252.225-7012 Preference for Certain Domestic Commodities 252.225-7013 Duty Free Entry 252.225-7015 Hand or Measuring Tools 252.225-7016 Ball and Roller Bearings 52.209-1 AND -2 QUALIFIED PRODUCTS 52.227-8 AND -9 REPORTING AND REFUND ROYALTIES 252.225-7021 Trade Agreements 252.225-7025 Forgings 252.225-7028 Exclusionary Policies and Practices of Foreign Governments 252.225-7030 Carbon, Alloy, and Armor Steel Plate 4
52.209-3 FIRST ARTICLE APPROVAL 52.227-7018, - 7030 TECHNICAL DATA 252.225-7033 Waiver of United Kingdom Levies 252.225-7036 Buy American Free Trade Agreements Balance of Payments Program 252.225-7040 Contractor Personnel Supporting U.S. Armed Forces Deployed Outside the United States 252.225-7043 Antiterrorism/Force Protection for Defense Contractors Outside the United States 52.210-5 NEW MATERIAL 52.228-3 WORKERS COMPENSATION 252.225-7048 Export Controlled Items 252.226-7001 Utilization of Indian Organizations, Indian-Owned Economic Enterprises, and Native Hawaiian Small Business Concerns 252.227-7013 Rights in Noncommercial Items 252.227-7014 Rights in Noncommercial Computer Software and Noncommercial Computer Software Documentation 52.214-22 AND -25 DEFECTIVE COST OR PRICING DATA 52.228-7006 ACCIDENT REPORTING AND INVESTIGATION 252.227-7015 - Commercial Items 252.227-7016 Rights in Bid or Proposal Information 252.227-7019 Validation of Asserted Restriction Computer Software 252.227-7025 Limitations on the Use or Disclosure of Government- Furnished Information Marked with Restrictive Legends 52.215-1 EXAMINATION OF RECORDS 52.230-3 AND -4 COST ACCOUNTING STANDARDS 252.227-7026 Deferred Delivery of or Computer Software 252.227-7027 Deferred Ordering of or Computer Software 252.227-7030 Withholding of Payment 252.227-7037 Validation of Restrictive Markings on 52.215-24 SUBCONTRACTOR COST OR PRICING DATA 52.235-7002 RECOVERY OF NONRECURRING COSTS ON COMMERCIAL SALES 252.227-7038 Patent Rights- Ownership by the Contractor (Large Business) 252.227-7039 Patents Reporting of Subject Inventions 252.228-7001 Ground and Flight Risk 252.228-7005 Accident Reporting and Investigation Involving Aircraft, Missiles, and Space Launch Vehicles 52.219-8 USE OF SMALL/DISADVANTAGED BUSINESS 52.245-2 GOVERNMENT PROPERTY AT CONTRACTORS 252.231-7000 Supplemental Cost Principles 252.235-7003 Frequency Authorization and Alternate I 252.239-7000 Protection Against Compromising Emanations 252.239-7010 Cloud Computing Services 52.220-3 AND -4 LABOR SURPLUS AREA CONCERNS 52.245-17 SPECIAL TOOLING 252.239-7016 Telecommunications Security Equipment, Devices, Techniques and Services 252.243-7001 Pricing of Contract Modifications 252.244-7000 Subcontracts for Commercial Items 252.246-7001 Warranty of Data 52.222-1 NOTICE TO GOVT. OF LABOR DISPUTES 52.245-18 SPECIAL TEST EQUIPMENT 252.246-7003 Notification of Potential Safety Issues 252.246-7007 Contractor Counterfeit Electronic Part Detection and Avoidance System 252.246-7008 Sources of Electronic Parts 252.247-7023 Transportation of Supplies by Sea 52.222-4 CONTRACT WORK HOURS STDS.- OVERTIME 52.246-24 AND - 25 LIMITATION OF LIABILITY 252.247-7024 Notification of Transportation of Supplies by Sea 252.249-7002 Notification of Anticipated Contract 5
52.222-20 WALSH HEALEY PUBLIC CONTRACTS ACT 52.222-26 EQUAL OPPORTUNITY 52.222-35 AFFIRMATIVE ACTION - VETERANS Accurus Aerospace Athens, LLC 52.248-1 VALUE ENGINEERING 52.249-2 TERMINATION FOR CONVENIENCE 52.249-8 DEFAULT (INCL. EXCUSABLE DELAYS) Termination or Reduction 52.222-36 AFFIRMATIVE ACTION - HANDICAPPED 22. DISPUTES - Notwithstanding any provision herein to the contrary, any dispute, which is not disposed of by agreement between buyer and seller, may be settled by appropriate legal proceedings. Pending final disposition of any dispute hereunder, seller agrees to proceed diligently with the performance of the P.O. and in accordance with the decision of buyer any decision made by the contracting officer under the prime contract concerning a question of fact arising out of the P.O. which results in reduction of the prime contract price because seller or his subcontractor has failed to comply with any applicable provisions of the P.O. will, if binding upon buyer, be binding upon seller. Buyer shall promptly notify seller of such decision and, if requested by seller, buyer shall appeal such decision in accordance with the disputes clause of the prime contract. Seller will be permitted to participate fully in any such appeal for the purpose of protecting seller s rights, and buyer will not enter into a settlement agreement with the government or take any other action, which would prejudice seller s rights without sellers consent. Seller agrees to indemnify buyer by paying any and all amounts by which buyers contract is adjusted as a result of any such decision. Seller also agrees to pay all costs and expenses incurred by buyer in any such appeal initiated at seller s request. 23. DATA REQUIREMENTS - Seller agrees to furnish data or records called for by this order and data ordered separately which relates to the supplies or services ordered hereunder. The price for any such data ordered separately shall include only the estimated costs for reproduction, packaging, handling and shipment of the data and a profit factor not in excess of that charged for said supplies or services. 24. BUYER OR U.S. GOVERNMENT PROPERTY - All property including tooling used by seller buyer owned, furnished, or charged to buyer shall be the property of buyer or U.S. Government and subject to removal and inspection by owner at any time without additional cost or expense. All such property shall be administered and controlled by seller in accordance with FAR subpart 45.5. Identified and marked appropriately as buyers or government s property, insured at sellers expense in the amount of its full replacement value and used only for its owners direct purchases. Seller shall assume all liability for its maintenance and repair and return the property in as good condition as when received, reasonable wear and tear expected. Seller is responsible for the specification conformance and quality of any product of buyer furnished tooling or materials. 25. ADVERTISING - Seller shall not, without first obtaining the written consent of buyer, in any manner advertise or publish the fact that seller has furnished or contracted to furnish buyer with the articles or services here mentioned or disclose any of the details including prices or terms connected with the P.O. to any third party except as may be required to perform the P.O. 26. NON-DISCLOSURE: Drawings, specifications, and technical information - drawings, data, designs, inventions and other technical information supplied by buyer shall remain buyer s property and shall be held in confidence by seller. Such information shall not be reproduced, used, or disclosed to others by seller without buyers prior written consent and shall be returned to buyer upon completion of the P.O. or upon request. Any information which seller may disclose to buyer with respect to the design, manufacture, sale, or use of the items covered by the P.O. shall be deemed to have been disclosed as part of the consideration for the P.O., and seller shall not assert any claim (other than a claim for patent infringement against buyer by reason of buyers use thereof all data generated or developed in the course of the P.O. shall be the sole property of buyer. Seller shall not use, duplicate, or disclose such data for any purposes other than the performance of the work required hereunder without the prior written consent of buyer. The purchase price of the P.O. is, in part, consideration for any design work performed by seller and incorporated into the articles to be delivered. Seller, therefore, shall not supply such articles to others without buyers written permission, however, seller may produce articles for direct sale to the U.S. Government where the U.S. Government also has the right to use the necessary equipment, tools, gauges, patents, designs, drawings, engineering data, and other technical or proprietary, information furnished by buyer. 27. TAXES - The P.O. price is inclusive of all other taxes, fees, excises and/or charges which are imposed, whether by federal, state, municipal, or other local public authority. Georgia sales tax exemption number is shown on the P.O. 28. HAZARDOUS MATERIAL - The seller shall ensure that all materials and chemicals, which are harmful to human health, safety, or property, are properly contained in accordance with applicable local, state and federal specifications. All containers shall be plainly marked with chemical labels displaying appropriate warnings, precautions, instructions and storage conditions as required by DOT and OSHA. Material safety data sheets (MSDS) must be provided with and chemicals as required by OSHA standards 1910.1200. Mercury and radium shall not be used in the processes or manufacture of materials for the P.O. 29. Export Administration Regulations - Seller shall comply with EAR (Export Administration Regulations) promulgated and implemented by the Bureau of Industry and Security and designed to regulate the export of Dual use items, items of specifically restricted commercial technology and some Military Items now controlled by the EAR 6
30. ITAR Required Registration - Seller shall comply with International Traffic in Arms Regulation 122.1, Registration requirements, when warranted (this would mean when items or technical data is categorized under the United States Munitions List (USML)). 31. ITAR Compliance - Seller shall be compliant will all applicable U.S. export control laws and regulations, including ITAR and EAR. Supplier understands that ITAR restricts Foreign National access to ITAR-controlled and Hardware. The EAR restricts foreign national access according to the ECCN classification number. Supplier certifies that it has established operating procedures and physical security measures designed to protect ITAR and EARcontrolled packages and Hardware from inadvertent release or disclosure to Foreign Nationals or other unauthorized third parties. 32. Counterfeit Control and Detection It is the expectation of Accurus Aerospace Athens, LLC to provide our customers with a product that meets or exceeds all expectations. One important way that we ensure that this is accomplished, is through counterfeit control and detection. Counterfeit components are unreliable, untraceable, sub-standard items that, if allowed to enter the supply stream, can cause failure of mission critical components for our customers. REQUIREMENTS FOR OUR SUPPLIERS Accurus Aerospace Athens, LLC requires all suppliers to take steps to eliminate the introduction of counterfeit components into the supply of goods and materials used to produce parts for our customers. This surveillance is not limited to electronic components, and includes: Raw material used to manufacture machined components Purchased hardware used in our assemblies, or sold as kit components Paints, coatings, and surface treatments Measuring instruments such as CMM components Software used to produce our parts Proper diligence must be given to identification, inspection, and tracking of parts, goods and services sold to Accurus Aerospace Athens, LLC. It is our expectation that all suppliers must have a working Counterfeit Control and Detection plan that includes: Standards for procurement sources, including a database that tracks approved and disapproved vendors. A training plan for procurement and receiving inspection personnel that addresses detection and control of counterfeit components. A method of reporting the discovery of counterfeit goods GIDEP membership. Traceability of goods Record retention standards. The supplier s Counterfeit Control and Detection plan will be reviewed as part of all Accurus Aerospace Athens, LLC supplier audits. Revision History: Revision Date Change Requested by NC Feb. 06 Complete rewrite K. McCann A 4/06/06 Added: including Raw to 10.I. J. Blackmore B 7/11/06 Added 10.K, L & Rev. history J. Blackmore C 11/28/11 Added 10.M, a & b D. Scarborough D 10/21/2014 Added 8C D. Scarborough E 02/24/2016 Added requirements to 5.0 (Sub-tier flowdown) D. Scarborough F 12/06/2016 Added requirement 10.0 N M. Quinlan G 02/28/2017 Added ITAR requirements 29, 30 & 31 M. Quinlan H 12/18/2017 Added DFAR table. Added section 32 counterfeit control and detection section. Changed company references to Accurus Aerospace Athens, LLC C. MacMullan 7