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

Standard Notes (Revision Date 1-15-14)

Jump to Section:

A B C D E F G H I J K L M N O P Q R S T U V W X Y Z

A114

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

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

A117

Special tooling (ST): All prospective Sellers must complete the following ST questionnaire (check appropriate spaces, sign, copy and return this note with your RFQ/RFP response).

(a) Existing ST: performance of work under the proposed subcontract or order-

(1) Will ( ), will not ( ) require use of existing Buyer or Buyer’s customer owned ST;

(2) Will ( ), will not ( ) require use of existing ST, acquired or manufactured for use in the performance of a Government prime contract which contains an ST clause, title to which has not been transferred to the Government;

(3) Will ( ), will not ( ) require use of existing ST, acquired or manufactured for use in the performance of a subcontract or order which contains an ST clause, title to which has not been transferred to the Government.

If use of existing ST is required, offeror shall indicate contract(s) of accountability and individual contract value of the ST.

(b) New, additional, and/or replacement ST: performance of work under proposed subcontract or order will ( ), will not ( ) require new, additional, or replacement ST.

(c) If ST is required, offeror shall submit a preliminary list (form 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: ______________________________

Page 1 of 28

Date: _______________________________

A118

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

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.

A125

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

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.

Page 2 of 28

A131

Clause A131: Tool tryout of sheet metal tools, as called out on tool order, must be accomplished by Seller. Tryout parts must be accepted by inspection prior to using for fabrication of sample parts and trim tools.

A146

Clause A146: Seller agrees to retain Seller-owned forging equipment for a minimum of two years after completion of the Order and to contact the Buyer before any disposition action is taken.

A164

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.

A706

Clause A706: Supplier to fabricate to Buyer supplied tool design and tool instructions. Copy of tool instruction is to be stamped off by both Seller and Buyer's quality control and returned to Buyer with the tool.

A718

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

Clause A719: Seller shall furnish the following documents with each tool shipped pursuant to this Order:

1. Copy of Seller's certificate of conformance;

2. Copy of Buyer's tool order;

3. Dimensional inspection report; and

4. Processing certifications.

All documents must exhibit Seller's quality inspection stamp and Buyer's quality assurance representative stamp in red ink. Seller must:

1. Include a copy of required documents with shipment and

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

B401 The quantities and total values listed in this document are estimates only. In no event shall Buyer be obligated to purchase from Seller any specific, minimum (or maximum) quantity of any product except as and to the extent specified within any Order issued by Buyer to Seller.

During the validity period of this document, Buyer may from time to time order Products from Seller at the prices and under the terms and conditions set forth or referenced in this document

Unless otherwise specified herein, "Orders", as contemplated by the terms and conditions, shall be issued by Buyer (1) by using Buyer’s standard purchasing documents, including, Purchase Orders or Scheduling Agreement Releases under Scheduling Agreements, (2) by e-mail, (3) by phone call, (4) by using Seller’s online ordering system, or (5) by vending machine notification.

The following individuals are Authorized Purchasing Representatives:

Page 3 of 28

C107 Clause C107: Seller understands and agrees that:

(A) Technical data provided to Seller by Buyer shall be used only to manufacture the defense articles described in and required by Buyer's Order only.

(B) Technical data provided to Seller by Buyer shall not be disclosed to any other person except duly qualified subcontractors within the same country as Seller.

(C) No foreign person shall acquire any rights in the technical data provided to Seller by Buyer. A foreign person means any natural person who is not a lawful permanent resident of the United States of America as defined by 8 United States Code (“U.S.C.”) 1101(a)(20) or who is not a protected individual as defined by 8 U.S.C. 1324b(a)(3). It also means any foreign corporation, business association, partnership, trust, society or any other entity or group that is not incorporated or organized to do business in the United States, as well as international organizations, foreign Governments and any agency or subdivision of foreign Governments (e.g. diplomatic missions).

(D) All technical data provided to Seller by Buyer or provided by Seller to subcontractors shall be returned to Buyer or be destroyed at the conclusion of this agreement as directed by Buyer.

(E) The defense articles to be produced for Buyer which are described elsewhere herein shall be delivered only to Buyer or to an agency of the U.S. Government as Buyer may direct.

Any purchase order or subcontract awarded by Seller, or any of Seller's subcontractors at any tier, in performing Buyer's Order must impose all the limitations set forth hereinabove, including this paragraph (E).

C108 Clause C108: In addition to and without limiting the provisions contained in Clause C107, which is a part hereof, the following terms and conditions apply to this Order:

A. Seller shall not disclose the technical data provided to Seller by Buyer to any other seller or subcontractor, including any prospective seller or subcontractor, who is not a Canadian or U.S. registered person as set forth in the Canadian Defence Production Act or the U.S. Arms Export Control Act;

B. Prior to disclosing the technical data provided to Seller by Buyer to any other Canadian seller or subcontractor, including any prospective Canadian seller or subcontractor, Seller shall require that each Canadian seller or subcontractor, including any prospective Canadian seller or subcontractor, certify, in writing, to Seller that:

(1) They are a “Canadian-registered person” as defined in the Canadian Defence Production Act and will notify Buyer in the event its registration pursuant to the Canadian Defence Production Act expires, is suspended or rescinded, or otherwise terminated for any reason or for no reason at all.

(2) The defense services and technical data provided by Seller will be used only for the following activities:

(a) Preparing a quote or bid proposal in response to a written request from Seller that will be part of a response to a written request from a department or agency of the United States Federal Government or a Canadian federal, provincial, or territorial Government and will be returned to Seller or destroyed at Seller's request.

(b) Producing, designing, assembling, maintaining or servicing a defense article (i.e., hardware, technical data) for use by a registered U.S. company; or, a U.S. Federal Government program; or for end use in a Canadian federal provincial, or territorial Government program; and

(3) The defense services and technical data to be provided by Seller are limited to that defined in paragraphs (3)(a), (b), (c) and (d) below, and do not include that defined paragraphs (3)(e), (f) and (g) below:

(a) Build-to-print. “Build-to-print” means that a foreign consignee can produce a defense article from engineering drawings without any technical assistance from a U.S. exporter. This transaction is based strictly on a “hand-off” approach because the foreign consignee is understood to have the inherent capability to produce the defense article and only lacks the necessary drawings. Supporting documentation such as acceptance criteria, and specifications, may be released on an as-required basis (i.e. “must have”) such that the foreign consignee would not be able to produce an acceptable defense article without this additional supporting documentation. Documentation which is not absolutely necessary to permit manufacture of an acceptable defense article (i.e. “nice to have”) is not considered within the boundaries of a “build-to print” data package; and/or

(b) Build/design-to-specification. “Build/design-to-specification” means that a foreign consignee can design and produce a defense article from requirement specifications without any technical assistance from

Page 4 of 28

the U.S. exporter. This transaction is based strictly on a “hands-off” approach since the foreign consignee is understood to have the inherent capability to both design and produce the defense article and only lacks the necessary requirement information; and/or

(c) Basic research. “Basic research” means a systemic study directed toward greater knowledge or understanding of the fundamental aspects of phenomena and observable facts without specific applications towards processes or products in mind. It does not include “applied research” (i.e. a systemic study to gain knowledge or understanding necessary to determine the means by which a recognized and specific need may be met. It is a systematic application of knowledge toward the production of useful materials, devices, and systems or methods, including design, development, and improvement of prototypes and new processes to meet specific requirements.); and

(d) Maintenance (i.e., inspection, testing, calibration or repair, including overhaul, reconditioning and one-to-one replacement of any defective items, parts or components, but excluding any modification, enhancement, upgrade or other form of alteration or improvement that changes the basic performance of the item); and does not include

(e) Design methodology, such as: the underlying engineering methods and design philosophy utilized (i.e., the “why” or information that explains the rationale for particular design decision, engineering feature, or performance requirement); engineering experience (e.g. lessons learned); and the rationale and associated databases (e.g. design allowables, factors of safety, component life predictions, failure analysis criteria) that establish the operational requirements (e.g., performance, mechanical, electrical, electronic, reliability and maintainability) of a defense article. (Final analytical results and the initial conditions and parameters may be provided.)

(f) Engineering analysis, such as: analytical methods and tools used to design or evaluate a defense article's performance against the operational requirements. Analytical methods and tools include the development and/or use of mockups, computer models and simulations, and test facilities. (Final analytical results and the initial conditions and parameters may be provided.)

(g) Manufacturing know-how, such as: information that provides detailed manufacturing processes and techniques needed to translate a detailed design into a qualified, finished defense article. (Information may be provided in a build-to-print package identified in paragraph (3)(a) above that is necessary in order to produce an acceptable defense article.)

C. Seller shall provide a copy of each certification received pursuant to paragraph b above to Buyer at the address set forth in paragraph H below within five (5) business days of receipt by Seller.

D. Seller shall include the following statement on all documentation created from U.S. technical data:

“This document contains technical data, the use of which is restricted by the U.S. Arms Export Control Act. This data has been provided in accordance with, and subject to, the limitations specified in para.126.5 of the International Traffic in Arms Regulations (ITAR). By accepting this data, the consignee agrees to honor the requirements of the ITAR”

E. Seller shall destroy or return to Buyer all technical data provided to Seller by Buyer or provided by Seller to contractors or subcontractors, including any prospective contractors or subcontractors, at the conclusion of this Order as directed by Buyer, unless for use by a Canadian or United States Government entity that requires in writing the technical data be maintained. Seller shall provide a written certification that the technical data has been destroyed, has been returned to Buyer, or is being maintained for use by a Canadian or United States Government entity pursuant to written direction from a Canadian or United States Government entity.

F. Any order or subcontract awarded by Seller, or any of Seller's subcontractors at any tier, in performing Buyer's Order must impose all the limitations set forth hereinabove, including this paragraph F.

G. Seller shall submit a semi-annual report of all Seller’s on-going activities authorized under this Order. The report will include the product(s) being produced, the end item user(s) (i.e., name of U.S. or Canadian company); the end item into which the product is to be incorporated; the intended end use of the product (e.g., United States or Canadian defense contract number and identification of program); the name and address of all the Canadian contractors and subcontractors. The report will be prepared “as of” 31 December and 30 June of each year and must be delivered to Buyer at the address set forth in paragraph H below, or via email to imporda@triumphgroup.com, on or before the 25th of January or the 25th of July of each year.

H. Certifications and reports shall be sent to Triumph Aerostructures - Vought Aircraft Division, Attention: Import/Export Compliance, 1401 Nolan Ryan Expressway, Suite 300, Arlington, TX 76011.

Page 5 of 28

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

C111 Clause C111: This Order is placed pursuant to Manufacturing License Agreement ("MLA") dated _________ between the parties. The MLA is by this reference made a part of this Order. Seller must submit an annual report of sales or other transfers to Buyer as set forth in the MLA for the period 1 January through 31 December of each year. Seller shall transmit the annual report to Buyer by 15 January of each year via facsimile or via email to imporda@triumphgroup.com. Buyer, its customers or Government regulatory agencies have the right of entry into the Seller's and/or any of Seller's subcontractor's facilities for the purpose of verifying the quantities of articles produced overseas and their disposition and the controls put in place to ensure compliance with restrictions in the MLA on production quantities and third-party transfers.

These commodities are authorized for export by the U.S. Government only to the United States. They may not be resold, diverted, transferred, transshipped, or otherwise be disposed of in any other country, either in their original form or after being incorporated through an intermediate process into other end-items, without the prior written approval of the U.S. Department of State.

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

E804 Clause E804: This Order authorizes direct shipment of Buyer furnished material to Seller's facility. Seller must accomplish or verify the following upon receipt of material:

(1) Perform visual inspection for shipping and handling damage.

(2) Confirm quantity delivered matches quantity specified on the Packing slip.

(3) Verify Buyer source/preferred performer program ("P3") inspection occurred prior to shipment. Copies of certifications/test reports with evidence of Buyer source/P3 inspection must be included with the shipment to Seller. If Buyer source/P3 was not performed, as indicated on the packing slip, segregate material and store in a controlled access area, prohibiting release of material; then, contact Buyer's Authorized Purchasing Representative and source inspector for instructions. Note: if Buyer source/P3 was not indicated on the packing slip when the material was received, Buyer will source inspect the material; then, Seller shall forward a copy of the packing sheet stamped by Buyer's source inspector to Buyer's Authorized Purchasing Representative. In addition to the above, Seller must perform testing in accordance with Seller Quality Assurance Requirements ("SQAR") Manual as defined in Aerospace Standard ("AS") 9100 section 4.10.2.4. Buyer-furnished castings and forgings are excluded from the testing requirement set forth in the preceding sentence. Failure to notify Buyer of any discrepancies within 30 days shall be construed as Seller's acceptance of material. The product prices set forth herein include Seller's costs for performing all the responsibilities set forth hereinabove.

E805 Clause E805: This Order authorizes direct shipment to the subcontractor address shown on the face hereof. Unless otherwise directed in writing, material must be Buyer source/preferred performer program ("P3”) inspected prior to shipment. Evidence of this Buyer source/P3 inspection must be included on the packing slip. Copies of documentation required by Buyer's Seller Quality Assurance Requirements ("SQAR") Manual with evidence of Buyer source/P3 inspection must be included with the shipment to the subcontractor. Immediately upon shipment of material to the subcontractor, forward to Buyer's Authorized Purchasing Representative:

(1) Documentation required by Buyer's SQAR Manual;

(2) A copy of the packing slip, which includes evidence of Buyer’s source/P3 inspection; and

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

Note: Seller must obtain advance written authorization from Buyer's source inspector before shipping any product having an open nonconformance report tag (Buyer’s electronic nonconformance tag) or rework that has been accomplished by Seller.

F103 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

Page 6 of 28

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 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.

F112 Clause F112: Unless otherwise specified on the Order, make per latest Buyer supplied planning, engineering data and specifications received from Buyer. In the event a later revision would involve an increase in cost, Buyer’s written approval must be obtained. When master dimension data (“MDD”) or other digital data sets are used, Seller shall provide objective evidence to assure that part inspection data is generated independent of that used by manufacturing. Whenever optional manufacturing methods are permitted, Seller certification must identify the method used and the engineering revision level.

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

F735 Clause F735: Any machining that may be required to produce this forging configuration to the drawing dimensions must be approved prior to production by Buyer’s engineering activity.

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

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

F769 Clause F769: The material required by this Order must be fine grain, produced by a continuous heat treat/anneal process, referred to as high formability, high form, or max formability.

F781 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 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 Clause F783: This Order is for clad one side material. Caution - marking shall appear only on the unclad side, Seller shall add the following marking: "opposite side is clad".

G110 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.

G115 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 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.

Page 7 of 28

G118 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 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 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 Clause G137: To cover cost of repair or rework, at Buyer expense, of defective materials, parts, assemblies, or tools returned to Seller. Reference: nonconformance document no. _____, s/n _____. Specify the nonconformance document number on both the shipping container and the packing sheet on all shipments of repaired or reworked items.

G139 Clause G139: Returned for retest to specification and investigation for cause of failure. A detailed report outlining results of the investigation shall be forwarded to the Buyer within 15 days. If cause for failure is a Seller responsibility, corrective action must be initiated by the Seller, and included in the report.

G148 Clause G148: Seller hereby grants to Buyer, its successors and assigns, the following price option for additional quantities of the products described and listed in this Agreement subject to the terms and conditions of this Agreement: this option is granted for a _____ year extension to this Agreement, for the period beginning on _____ and continuing through _____, for purchase of additional quantities of the items listed in this agreement at a firm fixed price as set forth in this Agreement, except to the extent modified pursuant to other provisions, if any, of this Agreement. Said option shall be exercised by Buyer giving written notice to Seller by _____. Should Buyer fail to exercise this option, this Agreement shall be deemed null and void unless otherwise agreed to in writing by Buyer and Seller.

G167 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 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.

G192 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.

G217 Clause G217: Where possible Seller shall use products that are readily available from multiple sources. Seller’s selection criteria for products shall consider the current and probable future availability of each item. Seller shall notify Buyer of any subtier discontinuance or last time buys of products when known.

Page 8 of 28

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

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.

G236 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).

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-house use and any equipment necessary to support any construction effort to the facility.

G273 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.

G311 Clause G311: The contract will cover services from _____ through _____. Seller estimated completion date (ECD) is approximately _____ based upon, (1) that Buyer provides Seller clear access to work areas, and (2) that Buyer does not cause undue delays inhibiting work to be performed by Seller.

G321 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.

G326 Clause G326: Final acceptance shall take place at Buyer's facility after installation is completed and the equipment has been shown operating to the reasonable satisfaction of the Buyer or Buyer's authorized personnel; or, if applicable, after the acceptance criteria has been accomplished.

G327 Clause G327: Seller is required to provide, upon completion of this Order, a "letter of completion" addressed to Buyer. The "letter of completion" shall reference the subject Order number with original submitted to Buyer.

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

G337 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

Page 9 of 28

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 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.

G357 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.

G385 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.

G387 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.

G392 Clause G392: Seller shall access the supplier information request (SIR) process on the Buyer’s supplier portal to request information or disposition regarding technical issues and requests for approval. The SIR process can be accessed by logging onto the Buyer’s supplier portal and selecting “supplier information request” from the portal menu. Detailed instructions are available for completing a SIR by selecting “help and instructions” and then “creating a SIR”. Suppliers must use the portal SIR form to request:

1. Drawing and/or specification changes, clarification/interpretation of drawing, specification, or standards requirements.

2. Changes and/or clarification/interpretation of planning configuration requirements, manufacturing process concerns.

3. Coordination of tooling issues and disposition of technical issues related to tooling

4. Clarification of order terms and conditions and other business related issues.

5. Submit acceptance sampling plans, manufacturing plans, advance quality practice plans, qualification plans, etc., for approval.

The SIR must not be used to request:

1. Buyer’s engineering liaison and/or manufacturing engineering disposition of nonconforming material. Process nonconformance reports in accordance with SQR-003.

Page 10 of 28

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

G396 Clause G396: This is an indefinite-quantity type contractual agreement for the items and at the prices listed herein, except to the extent modified pursuant to other provisions, if any, of this agreement. Buyer's current, best estimate of projected monthly production build rate(s) and minimal spares activity and quantities (and, if this is a life of program ["LOP"] or life of contract ["LOC"] agreement, the LOP or LOC total projected program or contract aircraft quantity) for this agreement are set forth in Clause S113 hereof and Seller understands the rates and the quantities listed in Clause S113 are estimated and are not meant to define any commitment. Buyer assumes no responsibility for estimated quantities or production rates, but provides such information only as a guide to assist Seller in internal planning. Buyer reserves the right to procure the products in larger or smaller quantities under the same terms and conditions and at the same prices included herein. Actual quantities ordered shall not be valid justification for price increases.

G416 Clause G416: This contract does not contemplate any transportation offsite or outside the boundaries of the plant. Therefore, completion of manifests and shipping documents is not required. Seller shall not transport waste material outside the boundaries of the plant unless Buyer (1) has directed Seller to do so in writing and (2) Buyer has tendered to Seller a completed and signed manifest for such waste material.

G424 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.

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

G519 Clause G519: By accepting this Order, Seller certifies that all representations and certifications, applicable to this Order, including the copy of the Airbus UK certificate of approval and letter of approval (quality management system approval by Airbus UK) and the "Seller capability questionnaire” previously provided by Seller to Buyer, remain valid. If Seller's status under any of the applicable representations and certifications has changed or if Seller has received a new Airbus UK certificate of approval and/or letter of approval, Seller must submit to Buyer the new Airbus UK certificate of approval and/or letter of approval and complete and submit a new "Seller capability questionnaire" prior to taking any action indicating acceptance as stated on the face of the Order.

G534 Clause G534: When delivering a Seller generated synthetic part number, dual part mark with the Buyer’s engineering digital dataset part number and the Seller generated synthetic part number. A copy of the bridge template shall be supplied with the certificate of conformance.

G702 Clause G702: If any manufacturer(s) of the goods ordered are listed on the face of this Order, such manufacturer(s) are Buyer-required sources for the item(s) called for on this Order. Seller agrees that 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.

Page 11 of 28

G708 Clause G708: This Order covers charges originally authorized pursuant to order _____, line item _____, and is issued for payment purposes only. The terms and conditions of the referenced order apply hereto.

G711 Clause G711: The "LBR" designation in the suffix of the part number on this Order is for Buyer's internal use only and is not intended to be included in the part number or any other identification or certification.

G743 Clause G743: For each Seller nonconformance report submitted to Buyer’s materials review board (“MRB”) for disposition, Buyer shall be entitled to debit Seller’s account by an amount of $_____, effective _____.

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

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

H122 Clause H122: To effect modification of defective material at Buyer expense. Buyer to supply _____ modify to _____ s/n no(s) _____. Ref: nonconformance document no(s) _____.

H123 Clause H123: This item is being returned for repair/rework or replacement at Seller’s expense pursuant to the warranty provision of the terms and conditions of the order under which this item was purchased. The terms and conditions of said order are incorporated herein by reference. For warranty repairs, Seller shall provide to Buyer a detailed written description of the work performed.

The document describing the nonconformance of this item is being provided with the returned item. If, after receipt and evaluation of this item, Seller determines that repair/rework or replacement is not the responsibility of Seller, Seller shall provide Buyer a detailed explanation, in writing, as to the reasons for such determination. Seller shall also provide Buyer a complete and detailed statement of the work to be performed to repair or rework the item including a detailed estimate of the cost of the rework/repair. Upon agreement between Buyer and Seller as to responsibility, the work to be performed, and the associated cost, Buyer will provide appropriate direction to Seller as to how to proceed.

I107 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 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 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 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

Page 12 of 28

in Federal Standard 184, material must be marked "MRS".

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

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

I832 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 Clause I844: Boeing certified Seller to heat treat per BAC 5602.

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

I869 Clause I869: Boeing certified Seller is to chemical mill per BAC 5772 type i, chem mill template, and drawing. RHR of 160 max on chemical milled surfaces. Drill tool holes and hang holes in excess for Seller use as required (no internal holes). Seller to omit primer and paint requirements. Chemical mill to the latest engineering drawing changes noted. All chemical mill radii acceptable as etched. Chemical deburring per BAC 5772, optional to hand deburring as noted. Local irregularities of +/ .03 permissible on chemical milled edges except as noted. Identify rubber stamp part number per BAC 5307.

I872 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 Clause I873: All items of this Order must be 100 percent inspected by Seller.

K110 Clause K110: Invoice to be approved by the following individuals (in department numbers indicated): _________ to signify that the material was received and/or services performed satisfactorily.

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

K156 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 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

Page 13 of 28

(5) Activity address no. and address of prime contract administration office (CAO) cognizant of the prime contractor (whether or not Buyer's CAO): _____.

K166 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 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.

L117 Clause L117: Prices shown are "not-to-exceed" ceiling prices subject to downward revision only unless otherwise provided herein. All other conditions are firm except as may be otherwise indicated herein. By acceptance, Seller agrees to (1) submit a pricing proposal and (2) negotiate the terms and provisions of a definitive order in accordance with the schedules set forth below. The order shall include all provisions required by law and the Buyer's contract.

Target for proposal ____________

Target for factfind ____________

Target for negotiation ____________

Target for definitization ___________

A ____________ type definitive order is contemplated. Notwithstanding prices or any other provision as agreed upon and stated herein, the maximum amount for which Buyer shall be liable if this Order is terminated is $ ______________ (or such other amount as Buyer may hereafter specify in writing for all cost and profit, including subcontract, vendor, and settlement cost, which may be allowed hereunder). Any expenditure or obligation by Seller in excess of that amount shall be at Seller's own risk.

Seller will not be bound to continue performance hereunder if such performance would cause the amount to be expended, together with a reasonable allowance for profit, to exceed such limitation. If Seller believes an increase in such limitation is necessary, Seller shall notify Buyer within 60 days proposing a new limitation figure and giving appropriate supporting data, so Buyer may, at its discretion, increase such limitation.

L119 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

Page 14 of 28

this Order is terminated, Buyer shall not be obligated to pay Seller for performance of work hereunder in an amount exceeding the total price hereof. Seller will not be bound to continue performance hereunder if such performance would cause the cost incurred by Seller to exceed such limitation. If at any time Seller believes an increase in such limitation is necessary, Seller shall notify Buyer, proposing a new limitation, and providing appropriate supporting data so Buyer may, at its discretion, increase such limitation. All other terms and conditions of this Order are firm except as may be otherwise indicated herein. Firm-fixed unit prices, tooling, and other non-recurring prices will be negotiated and this Order will be definitized after Seller’s receipt of the released engineering/planning.

Upon receipt of engineering/planning on each part number, Seller shall:

A) Provide to Buyer a detailed price and delivery schedule proposal for each part number listed on this Order.

B) Commence the manufacture of the parts to meet required schedules.

Upon agreement between Buyer and Seller on price and schedule, Buyer shall issue a change order to definitize the Order.

L131 Clause L131: Pricing set forth herein covers a production rate of _____ to _____ ship sets a month. "ship set" means the total set of products provided by Seller hereunder necessary for the production of one aircraft.

L134 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 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.

L143 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.

L146 Requestor intends to award any order resulting from this RFQ on an "all or none" basis. Bid responses which do not include a bid on all items may be deemed nonresponsive by requestor.

L150 When cost or pricing data are required, all prospective Sellers must complete the following certificate of current cost or pricing data by completing the appropriate spaces, signing, copying and returning this note with their RFQ/RFP response.

Certificate of current cost or pricing data

This is to certify that, to the best of my knowledge and belief, the cost or pricing data (as defined in section 15.401 of the Federal Acquisition Regulations (FAR) and required under FAR subsection 15.403-4) submitted, either actually or by specific identification in writing, to Buyer or Buyer's representative in support

Page 15 of 28

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 Offeror must either check and execute the certificate set forth under paragraph A below or check and execute paragraph B, C, or D below as appropriate, and return a copy of this standard note to Buyer:

_____a. Offeror hereby certifies that there will not be any experimental, developmental, or research work, if this is a Department of Defense (DOD) program, or any experimental, developmental, research, design, or engineering work, if this is a National Aeronautics and Space Administration (NASA) program, involved in the performance of any order or subcontract which may be awarded as a result of this solicitation.

If experimental, developmental, or research work, if this is a DOD program, or any experimental, developmental, research, design, or engineering work, if this is a NASA program, will be involved, offeror must check and execute one of the following:

_____b. Offeror is a large business firm.

_____c. Offeror is a "small business firm" as defined in FAR 27.301 for purposes of this procurement. If the offeror's status changes prior to an award resulting from this solicitation, the offeror agrees to advise Buyer immediately in writing.

_____d. Offeror is a "nonprofit organization" as defined in FAR 27.301.

Company name: _____________________

Signature: ________________________

Date: _____________________________

Title: ____________________________

L152 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.

M110 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

Page 16 of 28

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:

(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.

M306 Clause M306: Seller accepts all responsibility for the information provided on the NAFTA Certificate of Origin.  By completing and signing the NAFTA Certificate, Seller accepts responsibility that the information provided regarding NAFTA eligibility is complete and accurate.  Seller also accepts all liability resulting from inaccurate data or failure to comply with NAFTA requirements.

Page 17 of 28

O138 Clause O138: This confirms fax/letter, dated _____, which read as follows - you are directed to immediately stop all work and material procurement on Order number _____, item no. _____; part no. _____. Make no further shipments, stop all subcontracts and place no further procurements against this Order in support of production/manufacture of the part number(s) identified in this stop work order. Fax similar instructions to all affected subcontractors immediately. You may take any additional action consistent with this Order to minimize costs that may be associated with this work stoppage. This stop work order shall last for a period of _____ unless extended by mutual agreement of Buyer and Seller.

O139 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 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.

P713 Clause P713: A temperature recorder shall be included in each shipment of this Order. The recorder shall provide a permanent temperature history of the shipment upon arrival at Buyer's facility. The recorder shall have a range of -20 to 70 F and accuracy of 5% of full scale. The temperature sensor shall be placed inside the selected shipping container. For liquids, it shall be as close to the product as possible to reflect actual product temperature. The container with the recorder shall be identified with bright color tape and the word "recorder" on the outside of the box. The recorder s/n and box no. containing the recorder shall be identified on the packing list.

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

P721 Clause P721: Two (2) 14 + day temperature recorders shall be included in one (1) box per shipment of subject materiel. The bill of lading must state that temperature recorders are part of the shipment. Each box must be properly marked "expedite to zero degree Fahrenheit storage immediately."

P728 Clause P728: The part(s) identified on the face of this Order are cryogenic fittings and must be shipped and stored in insulated liquid nitrogen containers (dewars). These containers are required to maintain an internal temperature of -320 deg F. throughout the shipping process.

Page 18 of 28

R101 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.

S113 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

___________ ____ ____ ____ ____ ____ _______

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

S136 Clause S136: Buyer agrees to pay Seller the premium effort (expedite) charges set forth herein in return for Seller shipping the specified quantity of the product(s) in accordance with the expedited ship date(s) identified herein and agreed to in writing by Seller. In the event Seller does not ship the specified quantity of the product(s) by the expedited ship date(s), Buyer shall have the right, in its sole discretion, to adjust, or reject payment for, expedite charges.

T115 Clause T115: This Order is subject to patent rights provision _____. Seller shall forward all required invention reports through Seller's administrative contracting officer to: _____.

T118 Clause T118: This definitive Order number _____ supersedes not-to-exceed (NTE) letter Order no. _____ entered by letter no. _____ dated _____. All effort performed or materials acquired and all costs incurred thereby as required by the provisions of said letter Order as amended shall be deemed to have been performed, acquired and incurred under this Order.

T119 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.

T158 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.

T159 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 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).

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

Page 19 of 28

T420 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.

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

T450 The terms and conditions applicable to this [document type] are Buyer’s T-79 terms, entitled “Commercial Time Based Hazardous Waste Services Terms and Conditions”, in effect as of the date hereof, which are incorporated herein by reference. The terms and conditions may be accessed at Buyer’s Internet site: http://www.vought.com/suppliers/. This [document type] is issued in support of a [procurement type] procurement, for the Program(s) designated below.

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 DivisionAttention: Accounts Payable1401 Nolan Ryan Expressway Suite 300Arlington, TX 76011

T454 The terms and conditions applicable to this [document type] are Buyer’s T-16 terms, entitled “Government Cost Reimbursable Supply/Services Terms and Conditions”, and Buyer’s Packaging and Packing Requirements Manual, in effect as of the date hereof, which are incorporated herein by reference. The terms and conditions may be accessed at Buyer’s Internet site: http://www.vought.com/suppliers/. This [document type] is issued in support of a [procurement type] procurement, for the Program(s) designated below.

Seller shall comply with the quality requirements set forth in Buyer's Supplier Quality Assurance Requirements (SQAR) Manual, as modified from time to time. Seller shall also comply with any and all revisions to Buyer's SQAR Manual and it is Seller's obligation to monitor any such revisions. Buyer’s SQAR Manual is posted on the Buyer's Internet site.

Remittance instructions: Seller's invoice(s) must include: complete Order number, Order item number(s), part number(s), part serial number(s) (if serialized), unit of measure, and unit price. Mail original invoice to:

Triumph Aerostructures – Vought Aircraft DivisionAttention: Accounts Payable1401 Nolan Ryan Expressway Suite 300Arlington, TX 76011

T492 The terms and conditions applicable to this [document type] are Buyer’s T-70 terms, entitled "Software License Agreement Terms and Conditions", in effect as of the date hereof, which are incorporated herein by reference. The Standard terms and conditions may be accessed at Buyer’s Internet site: http://www.vought.com/suppliers/. This [document type] is issued in support of a [procurement type] procurement, for the Program(s) designated below.

Remittance instructions: Seller's invoice(s) must include: complete Order number, Order item number(s), part number(s), part serial number(s) (if serialized), unit of measure, and unit price. Mail original invoice to:

Triumph Aerostructures – Vought Aircraft DivisionAttention: Accounts Payable1401 Nolan Ryan Expressway Suite 300Arlington, TX 76011

Page 20 of 28

T493 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.

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.

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 Packaging and Packing Requirements Manual, in effect as of the date hereof, which are incorporated herein by reference. The terms and conditions may be accessed at Buyer’s Internet site: http://www.vought.com/suppliers/. This [document type] is issued in support of a [procurement type] procurement, for the Program(s) designated below.

Seller shall comply with the quality requirements set forth in Buyer's Supplier Quality Assurance Requirements (SQAR) Manual, as modified from time to time. Seller shall also comply with any and all revisions to Buyer's SQAR Manual and it is Seller's obligation to monitor any such revisions. Buyer’s SQAR Manual is posted on the Buyer's Internet site.

Remittance instructions: Seller's invoice(s) must include: complete Order number, Order item number(s), part number(s), part serial number(s) (if serialized), unit of measure, and unit price. Mail original invoice to:

Triumph Aerostructures – Vought Aircraft Division

Page 21 of 28

Attention: Accounts Payable1401 Nolan Ryan Expressway Suite 300Arlington, TX 76011

T505 The terms and conditions applicable to this [document type] are Buyer’s T-35 terms, entitled “International, Fixed-Price, Commercial, Capital Equipment Terms and Conditions”, and Buyer’s Packaging and Packing Requirements Manual, in effect as of the date hereof, which are incorporated herein by reference. The terms and conditions may be accessed at Buyer’s Internet site: http://www.vought.com/suppliers/. This [document type] is issued in support of a [procurement type] procurement, for the Program(s) designated below.

Seller shall comply with the quality requirements set forth in Buyer's Supplier Quality Assurance Requirements (SQAR) Manual, as modified from time to time. Seller shall also comply with any and all revisions to Buyer's SQAR Manual and it is Seller's obligation to monitor any such revisions. Buyer’s SQAR Manual is posted on the Buyer's Internet site.

Remittance instructions: Seller's invoice(s) must include: complete Order number, Order item number(s), part number(s), part serial number(s) (if serialized), unit of measure, and unit price. Mail original invoice to:

Triumph Aerostructures – Vought Aircraft DivisionAttention: Accounts Payable1401 Nolan Ryan Expressway Suite 300Arlington, TX 76011

T565 The terms and conditions applicable to this [document type] are Buyer’s T-32 terms, entitled "Construction, Alteration, or Repair of Real Property Terms and Conditions", in effect as of the date hereof, which are incorporated herein by reference. The terms and conditions may be accessed at Buyer’s Internet site: http://www.vought.com/suppliers/. This [document type] is issued in support of a [procurement type] procurement, for the Program(s) designated below.

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 DivisionAttention: Accounts Payable1401 Nolan Ryan Expressway Suite 300Arlington, TX 76011

T568 Clause T568: Seller agrees it will consistently follow the cost accounting practices disclosed on form CASB DS-1 in estimating, accumulating and reporting costs under this Order. In the event Seller fails to follow such practices, it agrees the Order price shall be adjusted, together with interest, if such failure results in increased cost paid by Buyer. Interest shall be computed at the annual rate of interest established under section 6621 of the Internal Revenue Code of 1986 (26 U.S.C. 6621) from the time payment by Buyer was made to the time adjustment is effected. Seller agrees that the disclosure statement filed with the U.K. Ministry of Defence shall be available for inspection and use by authorized representatives of the United States Government and/or Buyer.

T574 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

Page 22 of 28

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 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)

Page 23 of 28

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.

(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).

Page 24 of 28

(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 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;

Page 25 of 28

(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—

(A) Seller defaults; or

(B) The subcontractor becomes bankrupt or insolvent.

(5) If the financing payments are in the form of commercial item financing payments, the terms of the subcontract or interdivisional order concerning payments—

(i) Are constructed in accordance with FAR 32.206(c) and included in a subcontract for a commercial item purchase that meets the definition and standards for acquisition of commercial items in FAR Part 2 and 12;

(ii) Are in conformance with the requirements of FAR 32.504(g); and

(iii) Subordinate all subcontractor rights concerning property to which Buyer has title under the subcontract to Buyer’s right to require delivery of the property to Buyer if—

(A) Seller defaults; or

(B) The subcontractor becomes bankrupt or insolvent.

(6) If financing is in the form of progress payments, the progress payment rate in the subcontract is the customary rate used by the contracting agency, depending on whether the subcontractor is or is not a small business concern.

(7) Concerning any proceeds received by Buyer for property to which title has vested in Buyer under the subcontract terms, the parties agree that the proceeds shall be applied to reducing any unliquidated financing payments by Buyer to Seller under this Order.

(8) If no unliquidated financing payments to Seller remain, but there are unliquidated financing payments that Seller has made to any subcontractor, Seller shall be subrogated to all the rights Buyer obtained through the terms required by this clause to be in any subcontract, as if all such rights had been assigned and transferred to Seller.

(9) To facilitate small business participation in subcontracting under this Order, Seller shall provide financing payments to small business concerns, in conformity with the standards for customary contract financing payments stated in Subpart 32.113. Seller shall not consider the need for such financing payments as a handicap or adverse factor in the award of subcontracts.

(k) Limitations on undefinitized contract actions. Notwithstanding any other progress payment provisions in this Order, progress payments may not exceed 80 percent of costs incurred on work accomplished under undefinitized contract actions. A “contract action” is any action resulting in a contract, as defined in Subpart 2.1, including contract modifications for additional supplies or services, but not including contract modifications that are within the scope and under the terms of the contract, such as contract modifications issued pursuant to the Changes clause, or funding and other administrative changes. This limitation shall apply to the costs incurred, as computed in accordance with paragraph (a) of this clause, and shall remain in effect until the contract action is definitized. Costs incurred which are subject to this limitation shall be segregated on Seller progress payment requests and invoices from those costs eligible for higher progress payment rates. For purposes of progress payment liquidation, as described in paragraph (b) of this clause, progress payments for undefinitized contract actions shall be liquidated at 80 percent of the amount invoiced for work performed under the undefinitized contract action as long as the contract action remains

Page 26 of 28

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.

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

U125 Clause U125: Seller must mark on the outside wrap that material is either refrigerated or perishable. Also mark freight bill, trucker's or courier's document, and delivery ticket with source. Mark "refrigerated" if material is shipped under refrigeration and is to remain refrigerated, or if material has to be refrigerated immediately upon arrival to comply with applicable specifications. Mark "perishable" if material is not shipped refrigerated but must be kept below a certain temperature or refrigerated after a specified length of time after manufacture. Note: material is not to be shipped to arrive at Buyer’s facility on a weekend unless specifically requested by Buyer.

U145 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.

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.

U701 Clause U701: Shelf life requirement. Products to be delivered under this Order shall at the time of shipment from Seller's plant, retain eighty percent (80%) or more of the maximum shelf life required by the manufacturer's product specification unless an engineering specification is included in this Order in which case the engineering specification shall control.

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

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

V108 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 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.

Page 27 of 28

V111 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 Clause V125: The lot price is for labor only and is not subject to sales tax.

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

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

V167 Clause V167: This Order is issued to cover the cost of service on the equipment noted herein. Any taxes applicable on materials used in support of this Order shall be broken out on Seller's invoice.

V170 Clause V170: This Order is subject to state of Georgia sales tax. As such, Seller is required to submit his Georgia Seller's permit number on the invoice when billing for Georgia sales tax. Failure to comply will result in your invoice being held until the number is furnished to the Buyer and/or accounts payable.

V171 Clause V171: Do not bill Texas or South Carolina state and local sales or use tax. Buyer's direct payment permit no. 1-75-2884072-5 applies for deliveries to Texas and Buyer’s direct payment permit no. 2278588-001 applies for deliveries to South Carolina; therefore, Buyer will remit taxes directly to the states of Texas and South Carolina. Seller must include appropriate sales and/or use taxes on invoices for deliveries made to all other states.

V174 Clause V174: For resale or tax exempt use. Do not bill state or local sales or use tax for delivery or performance in California, Florida, Georgia, South Carolina, Tennessee, or Texas because Buyer maintains a current registration number with these states. If a current resale or exemption certificate is needed, send request to Buyer’s procurement representative.

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

Page 28 of 28