VOUGHT

CLAUSE K301: 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:

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.

CLAUSE G420: 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 CONFLICTWITH PROVISIONS OF THIS AGREEMENT, IN WHICH EVENT THE TERMS AND CONDITIONS OF THIS AGREEMENT SHALL PREVAIL UNLESS OTHERWISE SPECIFICALLY NOTED ON THE ORDER.

CLAUSE T444: 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.

 

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.

MATERIALS REVIEW BOARD ("MRB") FOR DISPOSITION, BUYER SHALL BE ENTITLED TO DEBIT SELLER'S ACCOUNT BY AN AMOUNT OF $*                    , EFFECTIVE IMMEDIATELY.

CLAUSE G735: ALL CARTONS MUST BE MARKED ON OUTSIDE WITH BUYER'S PURCHASE ORDER NUMBER, PART NUMBER, QUANTITY AND NUMBER OF CARTONS IN SHIPMENT.

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.

CLAUSE F112: 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.

CLAUSE T572: TERMS T-55 (R. 7-00), "PURCHASE ORDER TERMS AND CONDITIONS (PROPERTY CONTROL) (GOVERNMENT - FIXED - PRICE)," IS BY THIS REFERENCE MADE A PART HEREOF.

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.

D111.000(PER RELEASE PURCHASE ORDER)

CLAUSE S117: 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 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.

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 HEREIN BELOW DURING THE TERM OF THIS ORDER/AGREEMENT. AS A MATERIAL CONDITION OF THIS ORDER/AGREEMENT, SELLER SHALL ENSURE BUYER'S INVENTORY STOCK LEVEL OF EACH PRODUCT COVERED BY THIS ORDER/AGREEMENT IS AT ALL TIMES EQUAL TO OR GREATER THAN THE MINIMUM QUANTITY OR EQUAL TO OR LESS THAN THE MAXIMUM QUANTITY (HEREINAFTER THE "MIN/MAX RANGE") SPECIFIED IN THE ORDER/AGREEMENT AND PUBLISHED ON BUYER'S SUPPLIER WEB PORTAL INTERNET SITE. TO ACCESS THE WEB PORTAL GO TO

HTTP://WWW.VOUGHTAIRCRAFT.COM/SUPPLIERS/ (NOTE: THE WEB ADDRESS MUST BE INPUT USING LOWER CASE CHARACTERS); THEN, CLICK ON "WEB PORTAL."

AS A MINIMUM, SELLER SHALL:

IN ADDITION TO THE REMEDIES ALREADY AVAILABLE TO BUYER UNDER THE TERMS AND CONDITIONS OF THIS ORDER/AGREEMENT: