web viewa114.000. special tooling and/or special test equipment accountable under contract number(s)...

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

(11-8-11)

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.

A116.000 A SEPARATE PURCHASE ORDER WILL BE ISSUED FOR SELLER-MADE TOOLING UNDER PURCHASE ORDER NUMBER _____.

A116

(11-8-11)

Clause A116: A separate order will be issued for Seller-made tooling under order number _____.

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:

(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.

(D) ANY SPECIAL TOOLING AUTHORIZED TO BE ACQUIRED UNDER ANY RESULTING

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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: _______________________ SIGNATURE: ___________________________

DATE: ________________________ TITLE: _________________________________

A117.001 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: _______________________ SIGNATURE: ___________________________

DATE: ________________________ TITLE: _________________________________

A117

(11-8-11)

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-

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(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.

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(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 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.)

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(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

(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.

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A119

(11-8-11)

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.

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

(11-8-11)

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.

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

(11-8-11)

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.

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

(11-8-11)

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.

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.

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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 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

(11-8-11)

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.

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: ANY TECHNICAL QUESTIONS PERTAINING TO WHAT CONSTITUTES A TAPE PACKAGE, PLEASE CALL NUMERICAL CONTROL PROGRAMMING, PHONE (310) 332-8699, DAN SEXTON.

A718.003 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

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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.

A718

(11-8-11)

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.

A719.000 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

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2. Mail a copy of required documents to Buyer’s Authorized Purchasing Representative on day of shipment.

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

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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 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 UNIT OF MEASURE PRICE LEAD TIME

B401.000 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

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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

(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


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.


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

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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.

(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

(11-8-11)

Clause C107: 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 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

(5-6-13)

Clause C107: 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 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

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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:

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 ``HANDS-OFF'' APPROACH SINCE THE FOREIGN CONSIGNEE IS UNDERSTOOD TO HAVE THE

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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 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

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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 [email protected], ON OR BEFORE THE 25TH OF JANUARY OR THE 25TH OF JUNE 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.



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.




(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

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INCLUDE THAT DEFINED PARAGRAPHS (3)(E), (F) AND (G) BELOW:


(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. SELLER SHALL PROVIDE A COPY OF EACH CERTIFICATION RECEIVED PURSUANT

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TO PARAGRAPH B ABOVE TO BUYER AT THE ADDRESS SET FORTH IN PARAGRAPH H BELOW WITHIN FIVE (5) BUSINESS DAYS OF RECEIPT BY SELLER.



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.


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 [email protected], 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).




(1) THEY ARE A “CANADIAN-REGISTERED PERSON” AS DEFINED IN THE CANADIAN

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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.









(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);

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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.)









H. CERTIFICATIONS AND REPORTS SHALL BE SENT TO VOUGHT AIRCRAFT INDUSTRIES, ATTENTION: IMPORT/EXPORT COMPLIANCE, M/S 49-58, P O BOX

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655907, DALLAS, TX 75265-5907, OR VIA FACSIMILE TO 972-946-3919.





(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.







(C) BASIC RESEARCH. ``BASIC RESEARCH''--MEANS A SYSTEMIC STUDY DIRECTED TOWARD GREATER KNOWLEDGE OR UNDERSTANDING OF THE FUNDAMENTAL ASPECTS OF

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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









F. ANY PURCHASE ORDER OR SUBCONTRACT AWARDED BY SELLER, OR ANY OF SELLER'S SUBCONTRACTORS AT ANY TIER, IN PERFORMING BUYER'S ORDER MUST

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IMPOSE ALL THE LIMITATIONS SET FORTH HEREINABOVE, INCLUDING THIS PARAGRAPH F.


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.


C108

(11-8-11)

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

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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 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 [email protected], on or before the 25th of January or the 25th of July of each year.

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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. This export is authorized pursuant to 22 CFR 126.5(c).

C108

(2-6-13)









(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

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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.)"



“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''




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.


C108

(5-6-13)



B. Prior to disclosing the technical data provided to Seller by Buyer to any other Canadian seller

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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:






(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


(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.)

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(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.)



“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”




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.


C108

(1-15-14)






(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

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or destroyed at Seller's request.



(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


(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.)



“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

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consignee agrees to honor the requirements of the ITAR”




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.


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 [email protected]. 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

(11-8-11)

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 [email protected]. 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.

C111

(2-6-13)

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 [email protected]. 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.

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

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(5-6-13) 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 [email protected]. 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 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 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.

D113.000 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).

D113.001 SELLER UNDERSTANDS AND AGREES THAT:

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(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 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

(11-8-11)

Clause E120: The total not-to-exceed ceiling amount of this Order is $_______.

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

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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 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 49-85, 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.


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(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.






(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.





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.

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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.




FAILURE TO NOTIFY BUYER OF ANY DISCREPANCIES WITHIN 30 DAYS SHALL BE 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:



(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.


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:

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(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"), 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.


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:




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.


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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:




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: 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:



(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.

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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 (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 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

(6-27-13)




(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)




(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

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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 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

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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 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

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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 6-18, PO box 655907, Dallas, TX 75265-5907, or via facsimile to 972-946-4148:



(3) A copy of the bar code label prepared for the material pursuant to Buyer’s Packaging and Packing Requirements Manual.


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:



(3) A copy of the bar code label prepared for the material pursuant to Buyer’s Packaging and Packing Requirements Manual.


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

(11-8-11)

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.

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

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MUTILATION OR OTHER EFFECTIVE MEANS.

F104

(11-8-11)

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.

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 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

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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

(11-8-11)

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.

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.

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

(11-8-11)

Clause F726: All castings to be thoroughly finished by removal of all flash, gates, risers, and molding materials.

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

(11-8-11)

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.

F763.000 IN ADDITION TO THE REQUIREMENTS OF THE SPECIFICATION, MATERIAL ON THIS ORDER SHALL HAVE NO DOUBLE LAPS OR NESTED CELLS.

F763

(11-8-11)

Clause F763: In addition to the requirements of the specification, material on this Order shall have no double laps or nested cells.

F764.000 IN ADDITION TO SPECIFICATION REQUIREMENTS, REPAIR PLUGS ARE PROHIBITED IN MATERIAL DELIVERED PURSUANT TO THIS ORDER.

F764

(11-8-11)

Clause F764: In addition to specification requirements, repair plugs are prohibited in material delivered pursuant to this Order.

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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

(11-8-11)

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.

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 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

(11-8-11)

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.

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

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(11-8-11)

unclad side, Seller shall add the following marking: "opposite side is clad".

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.

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:

EXAMPLE APPLICATION EXPLANATION

NUMBER OF

CHARACTERS

0001XX METALLIC MATERIAL IDENTIFIERS

0001 XX

(4 NUMERIC) (2 ALPHA)

(SUPPLIER NAME

ABBREVIATED)

6

WXYZ

12XYZ

XYZ12

NONMETALLIC MATERIAL IDENTIFIER

WXYZ

(MAY BE ALPHA AND/OR NUMERIC SUPPLIER LOT NUMBER)

NUMBER OF CHARACTERS WILL VARY

F786.000 CLAUSE F786: THERMOCOUPLE WIRE.

A. ALL THERMOCOUPLE WIRE MUST MEET THE "SPECIAL" TOLERANCE DEFINED IN ASTM-E-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

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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.

F787.000 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 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

(9-9-11)

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.

G111

(10-19-12)

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.

G112

(1-31-13)

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.

G115

(9-27-11)

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

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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

(11-8-11)

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.

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)

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).

G133.000 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 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

(11-8-11)

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.

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

(11-8-11)

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.

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

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(11-8-11) _____. Specify the nonconformance document number on both the shipping container and the packing sheet on all shipments of repaired or reworked items.

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

(11-8-11)

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.

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 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.

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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

(11-8-11)

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.

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 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: $

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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 AFE NUMBER AS HEREIN NOTED:

A. PURCHASE ORDER NUMBER _____.

B. BUILDING NUMBER _____.

C. AFE NUMBER _____.

G156.003 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

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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 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

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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.

G170

(11-8-11)

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.

G175.021 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:




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

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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 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

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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. AUTOMOBILE LIABILITY INSURANCE WITH THE FOLLOWING MINIMUM LIMITS:




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

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PRIOR TO ANY WORK BEGINNING ON VOUGHT AIRCRAFT INDUSTRIES, INC. PREMISES:

1. COMMERCIAL GENERAL LIABILITY INSURANCE WITH THE FOLLOWING MINIMUM LIMITS:




(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:




(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 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

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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

(11-8-11)

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.

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 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)

Clause G223: Attachment(s) "_____" is/are attached hereto and by this reference made a part hereof.

G223

(5-6-13)

Clause G223: ___________ is/are attached hereto and by this reference made a part hereof.

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.

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(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

(11-8-11)

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).

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;

(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

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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 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 in-

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(11-8-11) house use and any equipment necessary to support any construction effort to the facility.

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.

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

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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 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.

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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

(11-8-11)

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.

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 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

(11-8-11)

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.

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

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WITH ORIGINAL SUBMITTED TO BUYER. COPIES SENT TO SUBCONTRACTORS AND SUPPLIERS.

G327

(11-8-11)

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.

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

(11-8-11)

Clause G334: System(s) must be configured and burned in a minimum of 24 hours.

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 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.

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G338

(11-8-11)

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.

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 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

(11-8-11)

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.

G358.000 SELLER TO SUPPLY THE MATERIAL REQUIRED TO PRODUCE THE ARTICLES CALLED FOR ON

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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.

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

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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 PRE-PRODUCTION TESTING WHERE REQUIRED. ONE COPY OF THE CERTIFIED TOOL LIST MUST BE SUBMITTED WITH THE INVOICE BEFORE THE INVOICE CAN BE APPROVED FOR PAYMENT.

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 PRE-PRODUCTION 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

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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 D1-8000A.

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. 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

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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 PO-F030A, ARE USED TO PROVIDE INFORMATION IN RESPONSE TO CERTAIN INQUIRIES SUBMITTED BY SUPPLIERS. SUPPLIERS MUST USE THE SIR FORM TO REQUEST:


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.


6. SUBMIT ACCEPTANCE SAMPLING PLANS, MANUFACTURING PLANS, ADVANCE QUALITY PRACTICE PLANS, QUALIFICATION PLANS, ETC., FOR APPROVAL.


1. BUYER'S ENGINEERING LIAISON AND/OR MANUFACTURING ENGINEERING DISPOSITION OF NONCONFORMING MATERIAL. PROCESS NONCONFORMANCE REPORTS IN ACCORDANCE WITH SQR-003.


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:


2. CHANGES AND/OR CLARIFICATION/INTERPRETATION OF PLANNING CONFIGURATION REQUIREMENTS, MANUFACTURING PROCESS CONCERNS.

3. COORDINATION OF TOOLING ISSUES AND DISPOSITION OF TECHNICAL ISSUES

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RELATED TO TOOLING


5. SUMBIT ACCEPTANCE SAMPLING PLANS, MANUFACTURING PLANS, ADVANCE QUALITY PRACTICE PLANS, QUALIFICATION PLANS, ETC., FOR APPROVAL.


1. BUYER’S ENGINEERING LIAISON AND/OR MANUFACTURING ENGINEERING DISPOSITION OF NONCONFORMING MATERIAL. PROCESS NONCONFORMANCE REPORTS IN ACCORDANCE WITH SQR-003.


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:


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


5. SUMBIT ACCEPTANCE SAMPLING PLANS, MANUFACTURING PLANS, ADVANCE QUALITY PRACTICE PLANS, QUALIFICATION PLANS, ETC., FOR APPROVAL.


1. BUYER’S ENGINEERING LIAISON AND/OR MANUFACTURING ENGINEERING DISPOSITION OF NONCONFORMING MATERIAL. PROCESS NONCONFORMANCE REPORTS IN ACCORDANCE WITH SQR-003.


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.

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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:

(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.

G395.000 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 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

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JUSTIFICATION FOR PRICE INCREASES.

G396

(11-8-11)

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.

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 252.225-7009 AND NOTIFY ALL SUBCONTRACTORS AT ALL LEVELS TO COMPLY WITH THE PROVISIONS OF SUCH CLAUSE BY INCLUDING IT 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 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 DAKOTA62996-00

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

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SELLER TO DO SO IN WRITING AND (2) BUYER HAS TENDERED TO CONTRACTOR A COMPLETED AND SIGNED MANIFEST FOR SUCH WASTE MATERIAL.

G416

(11-8-11)

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.

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 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:

_____________________

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_____________________

_____________________

_____________________

_____________________

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)

PART NUMBERS U/M UP LT1 LT2 N/RP

______________ _____ ___ ___ ___ _____

______________ _____ ___ ___ ___ _____

______________ _____ ___ ___ ___ _____

______________ _____ ___ ___ ___ _____

______________ _____ ___ ___ ___ _____

______________ _____ ___ ___ ___ _____

______________ _____ ___ ___ ___ _____

G420.007 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: ________

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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.







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.

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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 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

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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 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 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

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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 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.


BUYER AT THE ADDRESS ABOVE, ATTN: ___________________

SELLER AT THE ADDRESS ABOVE, ATTN: ___________________



G430.000 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

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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

INTEGRATED SYSTEMS AND AEROSTRUCTURES SECTOR

ONE NORTHROP AVENUE

HAWTHORNE, CA 90250-3277

G500.001 THIS ORDER IS ISSUED BY:



ONE NORTHROP AVENUE



VOUGHT AIRCRAFT INDUSTRIES, INC.

ONE NORTHROP AVENUE



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3901 W. BROADWAY AVE.

HAWTHORNE, CA 90250



3901 JACK NORTHROP AVENUE

HAWTHORNE, CA 90250


TRIUMPH AEROSTRUCTURES, LLC

DBA TRIUMPH AEROSTRUCTURES - VOUGHT AIRCRAFT DIVISION

3901 JACK NORTHROP AVENUE

HAWTHORNE, CA 90250




P. O. BOX 655907

DALLAS, TX 75265-5907




P.O. BOX 655907

DALLAS, TX 75265-5907




P.O. BOX 655907

DALLAS, TX 75267-5907


VOUGHT AIRCRAFT INDUSTRIES INCORPORATED

P.O. BOX 655907

DALLAS, TX 75267-5907



P.O. BOX 655907

DALLAS, TX 75267-5907

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P.O. BOX 655907

DALLAS, TX 75267 5907




P.O. BOX 655907

DALLAS, TX 75265 5907




90 HIGHWAY 22 WEST

MILLEDGEVILLE, GA 31061-9699




90 HIGHWAY 22 WEST




90 HIGHWAY 22 WEST





90 HIGHWAY 22 WEST





ONE NORTHROP AVENUE

PERRY, GA 31069


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ONE NORTHROP PLACE

PERRY, GA 31069



ONE NORTHROP PLACE

PERRY, GA 31069-9424




ONE NORTHROP PLACE

PERRY, GA 31069-9424




1801 S. E. AIRPORT ROAD

STUART, FL 34996-4012





STUART, FL 34996-4012





STUART, FL 34996-4012





STUART, FL 34996-4012



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STUART, FL 34996-4012




STUART, FL 34996-4012





STUART, FL 34996 4012


NORTHROP GRUMMAN COMMERCIAL AIRCRAFT COMPANY

A SUBSIDIARY OF NORTHROP GRUMMAN

POST OFFICE BOX 672089

DALLAS, TX 75265-




P. O. BOX 672089

DALLAS, TX 75267-2089




P.O. BOX 672089

DALLAS, TX 75267-2089

G518.000 CLAUSE G518: THIS ORDER IS IN FURTHERANCE OF AN AIRBUS UK ORDER.

G518

(11-8-11)

Clause G518: This Order is in furtherance of an Airbus UK Order.

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

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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

(11-8-11)

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.

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.

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.



1431 VULTEE BLVD.

NASHVILLE, TN 37217-2007




1431 VULTEE BLVD.

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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

(11-8-11)

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.

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

(11-8-11)

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.

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

(11-8-11)

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.

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.

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G711

(11-8-11)

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.

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

(11-8-11)

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 _____.

H110.001 MATERIAL RETURNED FOR CREDIT. DO NOT REPLACE.

H110

(11-8-11)

Clause H110: Material returned for credit. Do not replace.

H121.000 TO EFFECT REPLACEMENT OF DEFECTIVE MATERIAL RETURNED TO SELLER FOR CREDIT. REFERENCE: NONCONFORMANCE DOCUMENT NO(S) _____ S/N _____.

H121

(11-8-11)

Clause H121: To effect replacement of defective material returned to Seller for credit. Reference: nonconformance document no(s) _____ s/n _____.

H122.000 TO EFFECT MODIFICATION OF DEFECTIVE MATERIAL AT BUYER EXPENSE. BUYER TO SUPPLY _____ MODIFY TO _____ SN NO(S) _____. REF: NONCONFORMANCE DOCUMENT

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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

(11-8-11)

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) _____.

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.

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”

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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.


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.


I103.000 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-001-04 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

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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.


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.


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.


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 VOUGHT’S SUPPLIER PORTAL. THE SUPPLIER IS REQUIRED TO COMPLY WITH THE MOST CURRENT VERSION OF THE DOCUMENTS.


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

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REQUESTS.


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 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.

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http://WWW.VOUGHT.COM/SUPPLIERS/

http://WWW.VOUGHT.COM/SUPPLIERS/

I108

(11-8-11)

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.

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

(11-8-11)

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".

I830.000 SELLER SHALL SUPPLY A TEST PIECE WITH EACH BLOCK OF MATERIAL SHIPPED.

I830

(11-8-11)

Clause I830: Seller shall supply a test piece with each block of material shipped.

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

(11-8-11)

Clause I831: Do not ship minimum residual stress ("MRS") material against this Order.

I832.000 SELLER SHALL ADHERE TO ALL REQUIREMENTS OF AMERICAN NATIONAL STANDARDS INSTITUTE (ANSI) FOR DIMENSIONING AND TOLERANCING, DOCUMENT ANSI-Y 14.5, WHEN

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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

(11-8-11)

Clause I844: Boeing certified Seller to heat treat per BAC 5602.

I847.000 NORTHROP GRUMMAN APPROVED SELLER TO CHEMICAL CONVERSION COAT PER MIL-C-5541.

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:


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 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.

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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

(11-8-11)

Clause I868: Buyer approved Seller to check and straighten per BAC 5300.

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

(11-8-11)

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.

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.

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

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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

(11-8-11)

Clause I873: All items of this Order must be 100 percent inspected by Seller.

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

(11-8-11)

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.

K154.000 TO CONFIRM THAT MATERIAL WAS RECEIVED AND/OR SERVICES PERFORMED SATISFACTORILY, INVOICE TO BE APPROVED BY: _____

K154

(11-8-11)

Clause K154: To confirm that material was received and/or services performed satisfactorily, invoice to be approved by: _____

K155.000 INVOICE MUST BE APPROVED BY BUYER.

K156.000 INVOICING INSTRUCTIONS

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

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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

(11-8-11)

Clause K156: 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 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 BUYER AT BUYER'S DELIVERY ADDRESS: NORTHROP GRUMMAN CORP., INTEGRATED SYSTEMS AND AEROSTRUCTURES SECTOR, _____, CAGE CODE _____, TRAFFIC OPNS, 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): _____.

K159.001 SHIPPING DOCUMENTS MUST INCLUDE THE FOLLOWING FOR U.S. CUSTOMS USE:

(1) CONSIGNMENT TO U.S. (_____) AIR FORCE, (_____) NAVY, OR (_____) ARMY IN C/O

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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

(11-8-11)

Clause K159: 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) 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.

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

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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:


ATTN: A/P, M/S 49-55

P.O. BOX 655907

DALLAS, TX 75265-5907



ATTN: A/P, M/S 220-55

P.O. BOX 655907

DALLAS, TX 75265-5907


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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.



ATTN: ACCOUNTS PAYABLE

3455 AIR FRAME DR.

BUILDING 100

NORTH CHARLESTON, SC 29418



ATTN: A/P, M/S 220-55

P.O. BOX 655907

DALLAS, TX 75265-5907



ATTN: A/P, M/S 220-12

P.O. BOX 655907

DALLAS, TX 75265-5907

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L117.000 THIS IS A NOT-TO-EXCEED (NTE) PURCHASE ORDER. ANY 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. 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-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. 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-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. 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 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

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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

(11-8-11)

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 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.

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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.

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

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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

(11-8-11)

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.

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 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

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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

(11-8-11)

Clause L134: Economic Price Adjustment.

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

(11-8-11)

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.

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.

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

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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)

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.

L144.000 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

(11-8-11)

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.

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.

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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

(11-8-11)

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.

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.


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 "

L147.002 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

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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.






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 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

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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.






L150.000 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 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

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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: _________________________ SIGNATURE: __________________________

DATE: ___________________________________ TITLE: ________________________________

L151

(11-8-11)

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:

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_____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 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: __________________.

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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 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

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_____ 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.

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

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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.

M110.001 DUTY-FREE ENTRY--QUALIFYING COUNTRY END PRODUCTS AND SUPPLIES



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 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

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(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.


(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: 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 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.

M110.004 CLAUSE M110: DUTY-FREE ENTRY--QUALIFYING COUNTRY END PRODUCTS AND SUPPLIES



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

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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 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.


(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

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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

(11-8-11)

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 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.

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

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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

(1-15-14)

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 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 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:

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(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 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

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VOUGHT'S ONLINE ISF TOOL, THEN SELLER MUST NOTIFY VOUGHT'S TRADE COMPLIANCE GROUP AT [email protected] 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 [email protected] 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 [email protected] 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.

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

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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 [email protected] 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 [email protected] 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

(2-22-12)

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.

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, 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

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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

(11-8-11)

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.

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 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

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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

(11-8-11)

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 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 this termination action. Requests for instructions and any other

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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

(11-8-11)

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.

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

(11-8-11)

Clause P714: The maximum temperature of the material shipped under this Order shall not exceed _________ degrees Fahrenheit when shipped and while in transit.

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P715.000 THE MAXIMUM TEMPERATURE OF THE MATERIAL SHIPPED UNDER THIS ORDER SHALL NOT 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

(11-8-11)

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."

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

(11-8-11)

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.

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

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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 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 YEAR YEAR YEAR YEAR YEAR YEAR LOP/LOC

S113

(11-8-11)

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

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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 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

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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, 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

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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 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

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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 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

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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 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 -

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(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 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

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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 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:

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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 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.

(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

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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 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

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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 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

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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 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

(11-8-11)

Clause S135: Price is based upon one lot manufacture. Supplier is authorized to manufacture in one lot and ship per Order schedule.

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

(11-8-11)

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.

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

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(11-8-11) invention reports through Seller's administrative contracting officer to: _____.

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

(11-8-11)

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.

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

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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 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

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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

(2) ADMINISTRATION OF COST ACCOUNTING STANDARDS CLAUSE, FAR 52.230-6.


(1) COST ACCOUNTING STANDARDS (CAS), FAR 52.230-2 (FULL COVERAGE), EXCEPT PARAGRAPH (B) THEREOF IS HEREBY DELETED; AND


T158

(11-8-11)

Clause T158: 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.


(1) COST ACCOUNTING STANDARDS (CAS), FAR 52.230-3 (MODIFIED COVERAGE), EXCEPT PARAGRAPH (B) THEREOF IS HEREBY DELETED; AND


T159

(11-8-11)

Clause T159: 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.

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

(11-8-11)

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).

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

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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 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.

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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

(11-8-11)

Clause T248: Seller’s subcontracting plan for small business concerns dated _____ is incorporated herein and is made a condition of this Order.

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 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

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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 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

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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 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

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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.



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.

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

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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.



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),"

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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 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.

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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."




"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."




DELETE CONDITION NO. 24 OF TERMS T-4 OF THIS PURCHASE ORDER IN ITS ENTIRETY AND SUBSTITUTE THEREFOR THE FOLLOWING:


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DELETE CONDITION NO. 13 OF TERMS T-4 (2-00) OF THIS PURCHASE ORDER IN ITS ENTIRETY AND SUBSTITUTE THEREFOR THE FOLLOWING:











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

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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 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

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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".

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.

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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 (FACT-FIND) 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 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.

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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.



T445.005 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.

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 ******************************

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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

(11-8-11)

Clause T449: Cost accounting standards notices and certification, form P0-f032, is by this reference made a part hereof.

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

(11-8-11)

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, 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.



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Triumph Aerostructures – Vought Aircraft DivisionAttention: Accounts Payable1401 Nolan Ryan Expressway Suite 300Arlington, 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.







T453.000 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).”





(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

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GOVERNMENT FIXED PRICE – SUPPLY;” AND



(1) TERMS T-1 (01-07), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS GOVERNMENT FIXED PRICE – SUPPLY;” AND



(1) TERMS T-16 (R. 7-00), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS GOVERNMENT COST REIMBURSEABLE SUPPLY/SERVICES;” AND






(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)."


(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.





P.O. Box 655907

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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.




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 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:


(2) T-13 (04-05), ENTITLED "PURCHASE ORDER TERMS AND CONDITIONS (PACKAGING, PACKING, MARKING AND BAR CODING);" AND



(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)."


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(1) TERMS T-2 (R. 7-00), ENTITLED "PURCHASE ORDER TERMS AND CONDITIONS COMMERCIAL FIXED PRICE – SUPPLY;" AND



(1) TERMS T-3 (R. 7-00), ENTITLED "PURCHASE ORDER TERMS AND CONDITIONS COMMERCIAL – NON-END ITEM USAGE – SHORT FORM – (FIXED PRICE SUPPLY);" AND






(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



(1) TERMS T-1 (09-01), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS GOVERNMENT FIXED PRICE – SUPPLY;”







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;”


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IN ADDITION, SELLER UNDERSTANDS AND AGREES THAT:

(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).


(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


IN ADDITION, SELLER UNDERSTANDS AND AGREES THAT:

(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

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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).



(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:


(2) PROGRAM ADDENDUM 200D (7/00), ENTITLED “ADDITIONAL GENERAL CONDITIONS (FIXED PRICE) FOR C-17 AIRCRAFT;” AND


T460.002 CLAUSE T460: THE FOLLOWING TERMS AND CONDITIONS APPLY TO THIS ORDER:


(2) PROGRAM ADDENDUM 200D (7/00), ENTITLED “ADDITIONAL GENERAL CONDITIONS (FIXED PRICE) FOR C-17 AIRCRAFT;” AND










(2) TERMS T-13 (R. 4-05), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS (PACKAGING,PACKING, MARKING AND BAR CODING).”


(1) TERMS T-16 (R. 2-00), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS

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GOVERNMENT COST REIMBURSEABLE SUPPLY/SERVICES;” AND









(1) TERMS T-13B (R. 05-09), ENTITLED “SUPPLIER PACKAGING INSTRUCTIONS FOR OCEAN EXPORT SHIPMENT.”



(2) PROGRAM ADDENDUM 209 (10-01), ENTITLED “ADDITIONAL GENERAL CONDITIONS (FIXED PRICE) FOR GLOBAL HAWK WING LOW RATE INITIAL PRODUCTION (LRIP);” AND




(2) PROGRAM ADDENDUM 209 (10-01), ENTITLED “ADDITIONAL GENERAL CONDITIONS (FIXED PRICE) FOR GLOBAL HAWK WING LOW RATE INITIAL PRODUCTION;” AND


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:

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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.


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 TWENTY-FOUR (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.

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

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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.


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 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 TWENTY-FOUR (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

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IN THE ORDER/AGREEMENT SHALL BE MADE PURSUANT TO THE CHANGES CLAUSE HEREOF.



(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)."








(3) T-13 (04-05), ENTITLED "PURCHASE ORDER TERMS AND CONDITIONS (PACKAGING, PACKING, MARKING AND BAR CODING)."



(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







(1) TERMS T-10 (R. 7-00), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS

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COMMERCIAL FIXED PRICE – SUPPLY;”


(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 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.


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(2) PROGRAM ADDENDUM 211 (06-02), ENTITLED “ADDITIONAL GENERAL CONDITIONS (FIXED PRICE) FOR F-22 AIRCRAFT;” AND












(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









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(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



(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."




(3) TERMS T-13 (R. 07-00), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS (PACKAGING, PACKING, MARKING AND BAR CODING);” AND





(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

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PLACED IS INCORPORATED HEREIN, EXCEPT THAT THE TERMS “CONTRACTOR” THEREIN SHALL MEAN “SELLER” AND “CONTRACT” THEREIN SHALL MEAN THIS “ORDER."




(3) TERMS T-13 (04-05), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS (PACKAGING, PACKING, MARKING AND BAR CODING); AND


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 HIGHER-TIER 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

(11-8-11)

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.




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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.



T493.000 KIT DETAIL PART INVENTORY

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 ANY WAY RENDERED UNUSABLE FOR ITS INTENDED PURPOSE.

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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

(11-8-11)

Kit detail part inventory

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 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.

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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.



(2) PROGRAM ADDENDUM 213 (11-02), ENTITLED “ADDITIONAL GENERAL CONDITIONS (FIXED PRICE) FOR C-5 GALAXY FLIGHT CONTROL SURFACES CONTRACT;” AND
















(2) PROGRAM ADDENDUM 214A (01-03), ENTITLED “ADDITIONAL GENERAL CONDITIONS (FIXED PRICE) FOR 767 GLOBAL TANKER/TRANSPORT AIRCRAFT CONTRACT;” AND



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(2) PROGRAM ADDENDUM 214A (03-03), ENTITLED “ADDITIONAL GENERAL CONDITIONS (FIXED PRICE) FOR BOEING 767 TANKER PROGRAM AIRCRAFT;” AND




(2) PROGRAM ADDENDUM 214A (03-03), ENTITLED “ADDITIONAL GENERAL CONDITIONS (FIXED PRICE) FOR BOEING 767 TANKER PROGRAM AIRCRAFT;” AND



(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




(2) PROGRAM ADDENDUM 214C (03-03), ENTITLED “ADDITIONAL GENERAL CONDITIONS (FIXED PRICE) FOR BOEING 767 TANKER PROGRAM AIRCRAFT;” AND




(2) PROGRAM ADDENDUM 214C (03-03), ENTITLED “ADDITIONAL GENERAL CONDITIONS (FIXED PRICE) FOR BOEING 767 TANKER PROGRAM AIRCRAFT;” AND




(2) PROGRAM ADDENDUM 215 (01-03), ENTITLED “ADDITIONAL GENERAL CONDITIONS (FIXED PRICE) FOR F-35 LOWER WING SKINS CONTRACT;” AND




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GOVERNMENT FIXED PRICE – SUPPLY;”













(2) PROGRAM ADDENDUM 215A (01-03), ENTITLED “ADDITIONAL GENERAL CONDITIONS (FIXED PRICE) FOR F-35 LOWER WING SKINS CONTRACT;” AND












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(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




(2) PROGRAM ADDENDUM 214D (03-03), ENTITLED “ADDITIONAL GENERAL CONDITIONS (FIXED PRICE) FOR BOEING767 TANKER PROGRAM AIRCRAFT;” AND




(2) PROGRAM ADDENDUM 214D (03-03), ENTITLED “ADDITIONAL GENERAL CONDITIONS (FIXED PRICE) FOR BOEING767 TANKER PROGRAM AIRCRAFT;” AND




(2) PROGRAM ADDENDUM 222 (07-04), ENTITLED “ADDITIONAL GENERAL CONDITIONS - GOVERNMENT – FIXED-PRICED SUPPLY FOR V-22 OSPREY;” AND




(2) PROGRAM ADDENDUM 222 (07-04), ENTITLED “ADDITIONAL GENERAL CONDITIONS - GOVERNMENT – FIXED-PRICED SUPPLY FOR V-22 OSPREY;” AND




(2) PROGRAM ADDENDUM 222A (07-04), ENTITLED “ADDITIONAL GENERAL CONDITIONS -

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COMMERCIAL – FIXED-PRICED SUPPLY FOR V-22 OSPREY;” AND




(2) PROGRAM ADDENDUM 222A (07-04), ENTITLED “ADDITIONAL GENERAL CONDITIONS - COMMERCIAL – FIXED-PRICED SUPPLY FOR V-22 OSPREY;” AND



(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.


(1) TERMS T-34 (12-10), ENTITLED "COMMERCIAL, CAPITAL EQUIPMENT (FIXED PRICE) GENERAL TERMS AND CONDITIONS" AND



(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.





P.O. Box 655907

Dallas, TX 75265-5907

T504 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

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(1-15-14) 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.





(1) TERMS T-35 (2-03), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS, INTERNATIONAL, COMMERCIAL, CAPITAL EQUIPMENT (FIXED-PRICE);” AND



(1) TERMS T-35 (2-03), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS, INTERNATIONAL, COMMERCIAL, CAPITAL EQUIPMENT (FIXED-PRICE);” AND


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


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] procurement, for the Program(s) designated below.


of 241




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.






(2) PROGRAM ADDENDUM 223 (9-04), ENTITLED “ADDITIONAL GENERAL CONDITIONS - COMMERCIAL – FIXED-PRICED SUPPLY FOR C-130J EMPENNAGE;” AND




(2) PROGRAM ADDENDUM 223 (9-04), ENTITLED “ADDITIONAL GENERAL CONDITIONS - COMMERCIAL – FIXED-PRICED SUPPLY FOR C-130J EMPENNAGE;” AND




(2) PROGRAM ADDENDUM 224 (10-04), ENTITLED “ADDITIONAL GENERAL CONDITIONS - COMMERCIAL – FIXED-PRICED SUPPLY FOR C-5 TOPS PROGRAM;” AND


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(2) PROGRAM ADDENDUM 224 (10-04), ENTITLED “ADDITIONAL GENERAL CONDITIONS - COMMERCIAL – FIXED-PRICED SUPPLY FOR C-5 TOPS;” AND




(2) PROGRAM ADDENDUM 226 (9-04), ENTITLED “ADDITIONAL GENERAL CONDITIONS - COMMERCIAL – FIXED-PRICED SUPPLY FOR BLACKHAWK HELICOPTER PROGRAM (H-60);” AND




(2) PROGRAM ADDENDUM 226A (03-05), ENTITLED “ADDITIONAL GENERAL CONDITIONS - COMMERCIAL – FIXED-PRICED SUPPLY FOR H-60 AND S-70 HELICOPTER PROGRAMS;” AND




(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




(2) PROGRAM ADDENDUM 226 (03-05), ENTITLED “ADDITIONAL GENERAL CONDITIONS - GOVERNMENT – FIXED-PRICED SUPPLY FOR H-60 AND S-70 HELICOPTER PROGRAMS;” AND




(2) PROGRAM ADDENDUM 226 (03-05), ENTITLED “ADDITIONAL GENERAL CONDITIONS -

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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




(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



(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



(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



(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



(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;”

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AND




(2) PROGRAM ADDENDUM 223A (1-05), ENTITLED “ADDITIONAL GENERAL CONDITIONS - COMMERCIAL – FIXED-PRICED SERVICES FOR C-130J EMPENNAGE;” AND




(2) PROGRAM ADDENDUM 223A (1-05), ENTITLED “ADDITIONAL GENERAL CONDITIONS - COMMERCIAL – FIXED-PRICED SERVICES FOR C-130J EMPENNAGE;” AND




(2) PROGRAM ADDENDUM 223B (01-05), ENTITLED “ADDITIONAL GENERAL CONDITIONS - COMMERCIAL – TIME BASED SERVICES FOR C-130J EMPENNAGE;” AND




(2) PROGRAM ADDENDUM 223B (01-05), ENTITLED “ADDITIONAL GENERAL CONDITIONS - COMMERCIAL – TIME BASED SERVICES FOR C-130J EMPENNAGE;” AND



(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



(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;” AND

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(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




(2) PROGRAM ADDENDUM 229 (04-08), ENTITLED “ADDITIONAL GENERAL CONDITIONS – GOVERNMENT – FIXED-PRICED SUPPLY FOR H-60 AND S-70 HELICOPTER PROGRAMS;” AND




(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




(2) PROGRAM ADDENDUM 229A (04-08), ENTITLED “ADDITIONAL GENERAL CONDITIONS – COMMERCIAL – FIXED-PRICED SUPPLY FOR H-60 AND S-70 HELICOPTER PROGRAMS;” AND



(1) TERMS T-11 (01-07), ENTITLED “INTERNATIONAL PURCHASE ORDER TERMS AND CONDITIONS - U.S. GOVERNMENT FIXED PRICE – SUPPLY;”




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(2) PROGRAM ADDENDUM 231 (10-08), ENTITLED “ADDITIONAL GENERAL CONDITIONS - GOVERNMENT – FIXED-PRICED SUPPLY FOR C-130J EMPENNAGE;” AND


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:


(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.”


(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


(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 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

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(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 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 HIGHER-TIER 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 FEE REDUCTION WHICH ARISES OR RESULTS DIRECTLY OR INDIRECTLY BECAUSE OF ANY VIOLATION BY SELLER OF SUBSECTION 27(A) OF THE

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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)

52.222-1 "NOTICE TO GOVERNMENT OF LABOR DISPUTES"

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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

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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"

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(APPLICABLE ONLY IF DELIVERY OF DATA IS REQUIRED BY THIS ORDER)

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

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PRICE OR COST REDUCTIONS (EXCLUDING BUYER'S APPLICABLE OVERHEAD AND PROFIT OR FEE) MADE PURSUANT TO THE FAR 52.215-22 "PRICE REDUCTION FOR 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 NON-RECOGNITIONS 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

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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.

(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 LOWER-TIER 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-TO-TIME 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

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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 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.

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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 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

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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."











(2) PROGRAM ADDENDUM 200 (7-00), ENTITLED “ADDITIONAL GENERAL CONDITIONS (FIXED PRICE) FOR C-17 AIRCRAFT;” AND










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T558.000 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-156-87-005)”, 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 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.

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-156-87-005)”, 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

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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, 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.

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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.

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

(11-8-11)

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.





P.O. Box 655907

Dallas, TX 75265-5907

T565 The terms and conditions applicable to this [document type] are Buyer’s T-32 terms, entitled

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(1-15-14)

"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.




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

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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

(11-8-11)

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.

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: 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 ***


T572.002 TERMS T-55 (R. 7-00), “PURCHASE ORDER TERMS AND CONDITIONS (PROPERTY CONTROL)

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(GOVERNMENT – FIXED-PRICE),” IS BY THIS REFERENCE MADE A PART HEREOF.

*** NOTICE ***


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, 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 ***


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 ***


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

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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;

(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

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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.

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

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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 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.

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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, 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

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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:

(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.

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(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.

(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.




(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

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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 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.


(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

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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, 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;

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(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--



(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--



(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

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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 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

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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

(9-3-13)

Clause T574: Progress Payments

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).

(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

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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 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.

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(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 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

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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—

(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—



(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;

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(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—



(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 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

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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:


(II) COSTS INCURRED BY LOWER-TIER SUBCONTRACTORS OR SUPPLIERS.


(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, 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

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(WHICH INCLUDES PARAGRAPHS F AND G BELOW).

(2) PERFORMANCE OF THIS ORDER IS ENDANGERED BY SELLER’S:

(I) FAILURE TO MAKE PROGRESS, OR





(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.


(II) SPECIAL TOOLING AND SPECIAL TEST EQUIPMENT TO WHICH THE GOVERNMENT IS TO ACQUIRE TITLE UNDER ANY OTHER CLAUSE OF THIS ORDER;


(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 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


(6) WHEN SELLER COMPLETES ALL OF THE OBLIGATIONS UNDER THIS ORDER, INCLUDING LIQUIDATION OF ALL PROGRESS PAYMENTS, TITLE SHALL VEST IN SELLER FOR ALL

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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:

(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,

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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 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 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.

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T577.000 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 252.227-7019, 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.

T578.000 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.”


(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.”



(2) T-13 (R 4-00), 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.”

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(1) TERMS T-2 (R. 07-00), ENTITLED "PURCHASE ORDER TERMS AND CONDITIONS COMMERCIAL FIXED PRICE - SUPPLY;"


(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 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.

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.


(1) TERMS T-2 (R. 2-00), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS COMMERCIAL FIXED PRICE – SUPPLY;” AND



(1) TERMS T-2 (R. 2-00), ENTITLED “PURCHASE ORDER TERMS AND CONDITIONS COMMERCIAL FIXED PRICE – SUPPLY;” AND



(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

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(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.



(2) PROGRAM ADDENDUM 201 (2/00), ENTITLED “ADDITIONAL GENERAL CONDITIONS (FIXED PRICE) FOR BOEING COMMERCIAL AIRCRAFT PROGRAMS;” AND



(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





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(2) PROGRAM ADDENDUM 201 (01-10), ENTITLED "ADDITIONAL GENERAL CONDITIONS (FIXED PRICE) FOR BOEING COMMERCIAL AIRCRAFT PROGRAMS;" AND


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.



(2) PROGRAM ADDENDUM 202 (2/00), ENTITLED "ADDITIONAL GENERAL CONDITIONS (FIXED PRICE) FOR THE GULFSTREAM V AIRCRAFT PROGRAM;” AND

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(3) TERMS T-13 (R. 2/96), ENTITLED "PURCHASE ORDER TERMS AND CONDITIONS (PACKAGING, PACKING, MARKING AND BAR CODING)".



(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)".




(3) TERMS T-13 (R. 7-00), ENTITLED "PURCHASE ORDER TERMS AND CONDITIONS (PACKAGING, PACKING, MARKING AND BAR CODING)".




(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

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(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.



(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).



(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).



(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).


(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


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

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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 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.



(2) PROGRAM ADDENDUM 205 (2/00), ENTITLED “ADDITIONAL GENERAL CONDITIONS (FIXED PRICE) FOR THE GULFSTREAM V AIRCRAFT PROGRAM – INTERNATIONAL;” AND




(2) PROGRAM ADDENDUM 202C (7-00), ENTITLED “ADDITIONAL GENERAL CONDITIONS (FIXED PRICE) FOR THE GULFSTREAM V AIRCRAFT PROGRAM – INTERNATIONAL;” AND




(2) PROGRAM ADDENDUM 202C (7-00), ENTITLED “ADDITIONAL GENERAL CONDITIONS (FIXED PRICE) FOR THE GULFSTREAM V AIRCRAFT PROGRAM – INTERNATIONAL;” AND


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.

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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 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.


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)."



(2) PROGRAM ADDENDUM 203 (2-00), ENTITLED "ADDITIONAL GENERAL CONDITIONS (FIXED PRICE) FOR THE GULFSTREAM IV AND FOKKER 100 AIRCRAFT PROGRAMS;” AND




(2) PROGRAM ADDENDUM 203 (R. 7-00), ENTITLED "ADDITIONAL GENERAL CONDITIONS (FIXED PRICE) FOR THE GULFSTREAM IV AND FOKKER 100 AIRCRAFT PROGRAMS;” AND




(2) PROGRAM ADDENDUM 203 (R. 7-00), ENTITLED "ADDITIONAL GENERAL CONDITIONS (FIXED PRICE) FOR THE GULFSTREAM IV AND FOKKER 100 AIRCRAFT PROGRAMS;” AND


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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 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.



(2) PROGRAM ADDENDUM 206 (2/00), ENTITLED “ADDITIONAL GENERAL CONDITIONS (FIXED PRICE) FOR THE GULFSTREAM IV AND FOKKER 100 AIRCRAFT PROGRAMS – INTERNATIONAL;” AND




(2) PROGRAM ADDENDUM 203C (7-00), ENTITLED “ADDITIONAL GENERAL CONDITIONS (FIXED PRICE) FOR THE GULFSTREAM IV AND FOKKER 100 AIRCRAFT PROGRAMS – INTERNATIONAL;” AND




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(2) PROGRAM ADDENDUM 203C (7-00), ENTITLED “ADDITIONAL GENERAL CONDITIONS (FIXED PRICE) FOR THE GULFSTREAM IV AND FOKKER 100 AIRCRAFT PROGRAMS – INTERNATIONAL;” AND


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.


(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)."


(1) TERMS T-3 (R. 2-00), ENTITLED "PURCHASE ORDER TERMS AND CONDITIONS COMMERCIAL – NON-END ITEM USAGE – SHORT FORM – (FIXED PRICE SUPPLY;" AND





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.

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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.

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.


(1) TERMS T-10 (R. 7-00), ENTITLED "INTERNATIONAL PURCHASE ORDER, PURCHASE ORDER TERMS AND CONDITIONS, COMMERCIAL FIXED PRICE – SUPPLY;” AND



(1) TERMS T-10 (R. 7-00), ENTITLED "INTERNATIONAL PURCHASE ORDER, PURCHASE ORDER TERMS AND CONDITIONS, COMMERCIAL FIXED PRICE – SUPPLY;” AND




(2) PROGRAM ADDENDUM 230 (R. 09-08), ENTITLED "ADDITIONAL GENERAL CONDITIONS-COMMERCIAL FIXED PRICE SUPPLY FOR THE CESSNA CITATION COLUMBUS WING PROGRAM”, AND


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(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 CONDITIONS-COMMERCIAL FIXED PRICE SUPPLY FOR THE CESSNA CITATION COLUMBUS WING PROGRAM”, AND



(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




(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

(11-8-11)

Clause T596: To cover the cost to modify, at Buyer's expense, Buyer-furnished parts. Reference request for transfer (J-Req) no.

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.

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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:

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.


T 602.000

SUBJECT – ONE ALPHA CHARACTER----------^

BASIC NUMBER - THREE DIGITS----------------------^

REVISION NUMBER - THREE DIGITS----------------------^

(A HIGHER REVISION NUMBER INDICATES THE MOST RECENT REVISION)


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).


T 602.002




(THE REVISION NUMBER INDICATES THE STANDARD NOTE REVISION APPLICABLE TO THIS ORDER.)

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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).


T 602.002




(THE REVISION NUMBER INDICATES THE STANDARD NOTE REVISION APPLICABLE TO THIS ORDER.)


QUESTIONS CONCERNING ACCESS TO STANDARD NOTES AND OTHER TERMS AND CONDITIONS APPLICABLE TO THIS ORDER SHOULD BE IMMEDIATELY REFERRED TO THE BUYER.



(2) PROGRAM ADDENDUM 227 (01-07), ENTITLED “ADDITIONAL GENERAL CONDITIONS (GOVERNMENT FIXED PRICE-SUPPLY) FOR E-2D AIRCRAFT;” AND


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




(2) PROGRAM ADDENDUM 218 (01-07), ENTITLED “ADDITIONAL GENERAL CONDITIONS –GOVERNMENT - FIXED PRICE - SUPPLY FOR C-17 AIRCRAFT;” AND



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(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”.


(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 – COMMERCIAL – FIXED PRICE – SUPPLY FOR BOEING 787 PROGRAM”; AND



(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


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).

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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:


(II) COSTS INCURRED BY SUBCONTRACTORS OR SUPPLIERS.


(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.

(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



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(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.


(II) SPECIAL TOOLING AND SPECIAL TEST EQUIPMENT TO WHICH THE GOVERNMENT IS TO ACQUIRE TITLE UNDER ANY OTHER CLAUSE OF THIS ORDER;


(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


(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

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GOVERNMENT OR BUYER UNDER THIS ORDER AND TO WHICH TITLE IS VESTED IN THE GOVERNMENT 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,

(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

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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 --



(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--



(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--



(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.

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(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 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.

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(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 $_______________



(2) PROGRAM ADDENDUM 213A (11-02), ENTITLED “ADDITIONAL GENERAL CONDITIONS – COMMERCIAL FIXED PRICE - SUPPLY C-5 GALAXY FLIGHT CONTROL SURFACES CONTRACT;” AND












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COMMERCIAL FIXED PRICE – SUPPLY;”




(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












(2) PROGRAM ADDENDUM 216 (9-03), ENTITLED “ADDITIONAL GENERAL CONDITIONS – GOVERNMENT FIXED PRICE - SUPPLY FOR EA-6B AIRCRAFT WING CENTER SECTION PROGRAM;” AND




(2) PROGRAM ADDENDUM 216 (9-03), ENTITLED “ADDITIONAL GENERAL CONDITIONS – GOVERNMENT FIXED PRICE - SUPPLY FOR EA-6B AIRCRAFT WING CENTER SECTION PROGRAM;” AND


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(PACKAGING, PACKING, MARKING AND BAR CODING).”



(2) PROGRAM ADDENDUM 216A (9-03), ENTITLED “ADDITIONAL GENERAL CONDITIONS – COMMERCIAL FIXED PRICE - SUPPLY FOR EA-6B AIRCRAFT WING CENTER SECTION PROGRAM;” AND




(2) PROGRAM ADDENDUM 216A (9-03), ENTITLED “ADDITIONAL GENERAL CONDITIONS – COMMERCIAL FIXED PRICE - SUPPLY FOR EA-6B AIRCRAFT WING CENTER SECTION PROGRAM;” AND




(2) PROGRAM ADDENDUM 213B (9-03), ENTITLED “ADDITIONAL GENERAL CONDITIONS – GOVERNMENT FIXED PRICE - SERVICES FOR EA-6B AIRCRAFT WING CENTER SECTION PROGRAM;” AND












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(2) PROGRAM ADDENDUM 213C (9-03), ENTITLED “ADDITIONAL GENERAL CONDITIONS – COMMERCIAL FIXED PRICE - SERVICES FOR EA-6B AIRCRAFT WING CENTER SECTION PROGRAM;” AND










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

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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

(11-8-11)

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.

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 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.

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(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

(11-8-11)

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.

U705.003 SUPPLIER CERTIFICATION AND MATERIAL CONTAINERS MUST SHOW DATE OF MANUFACTURE, BATCH AND/OR LOT NUMBER.

U705

(11-8-11)

Clause U705: Supplier certification and material containers must show date of manufacture, batch and/or lot number.

U706.004 THE REMAINING SHELF LIFE OF EACH ITEM SUPPLIED SHALL BE A MINIMUM OF _____ PERCENT OF THE TOTAL SHELF LIFE.

U706

(11-8-11)

Clause U706: The remaining shelf life of each item supplied shall be a minimum of _____ percent of the total shelf life.

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

(11-8-11)

Clause V108: 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.

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 NON-

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TAXABLE.

V109

(11-8-11)

Clause V109: 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 non-taxable.

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. 1-95-1055798-6.

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 DIRECTLY TO THE STATE OF TEXAS IN ACCORDANCE WITH DIRECT PAY PERMIT NO. 1-75-2884072-5.

V111

(11-8-11)

Clause V111: 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. 1-75-2884072-5.

V125.001 THE LOT PRICE IS FOR LABOR ONLY AND IS NOT SUBJECT TO SALES TAX.

V125

(11-8-11)

Clause V125: The lot price is for labor only and is not subject to sales tax.

V140.001 THIS ORDER IS SUBJECT TO SALES TAX ON MATERIALS ONLY.

V140

(11-8-11)

Clause V140: This Order is subject to sales tax on materials only.

V165.000 THIS PURCHASE ORDER IS FOR SERVICE MAINTENANCE. NO TAXES ARE APPLICABLE.

V165

(11-8-11)

Clause V165: This Order is for service maintenance. No taxes are applicable.

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

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ORDER SHALL BE BROKEN OUT ON SUPPLIER'S INVOICE.

V167

(11-8-11)

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.

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

(11-8-11)

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.

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 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

(11-8-11)

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.

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

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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

(11-8-11)

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.

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

(11-8-11)

Clause V175: Supplier has notified Buyer of ineligibility to collect Georgia sales tax. Buyer will be responsible for payment of Georgia sales tax.

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