Without prejudice to the Buyer. s obligations hereunder, in order to facilitate the development of the BFE Engineering Definition, the Seller will organize meetings between the Buyer and BFE Suppliers on reasonable advance notice. The Buyer hereby agrees to participate in such meetings and to provide adequate technical and engineering expertise to reach decisions within a timeframe reasonably specified by the Seller. In addition, prior to Delivery of the Aircraft to the Buyer, the Buyer agrees: (i) to monitor the BFE Suppliers and seek to ensure that they will enable the Buyer to fulfil its obligations, including but not limited to those set forth in the Customization Milestone Chart; (ii) that, should a timeframe, quality or other type of risk be identified at a given BFE Supplier, the Buyer will allocate resources to such BFE Supplier so as not to jeopardize the industrial schedule of the Aircraft; (iii) for major BFE, including, but not being limited to, seats, galleys and IFE (“Major BFE”) to participate on a mandatory basis in the specific meetings that take place between BFE Supplier selection and BFE delivery, namely: (a) Preliminary Design Review (“PDR”), (b) Critical Design Review (“CDR”); (iv) to attend the First Article Inspection (“FAI”) for the first shipset of all Major BFE. Should the Buyer not attend such FAI, the Buyer will delegate the FAI to the BFE Supplier thereof and confirmation thereof will be supplied to the Seller in writing; (v) to attend the Source Inspection (“SI”) that takes place at the BFE Supplier’s premises prior to shipping, for each shipset of all Major BFE. Should the Buyer not attend such SI, the Buyer will delegate the SI to the BFE Supplier and confirmation thereof will be supplied to the Seller in writing. Should the Buyer not attend the SI, the Buyer will be deemed to have accepted the conclusions of the BFE Supplier with respect to such SI. The Seller will be entitled to attend the PDR, the CDR and the FAI. In doing so, the Seller’s employees will be acting in an advisory capacity only and at no time will they be deemed to be acting as Buyer’s employees or agents, either directly or indirectly.
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Without prejudice to the Buyer. s obligations hereunder, in order to facilitate the development of the BFE Engineering Definition, the Seller will shall organize meetings between the Buyer and BFE Suppliers on reasonable advance noticeSuppliers. The Buyer hereby agrees to participate in such meetings and to provide adequate technical and engineering expertise to reach decisions within a timeframe reasonably specified by the Sellerdefined timeframe. In addition, prior throughout the development phase and up to Delivery of the Aircraft to the Buyer, the Buyer agrees:
(i) : • to monitor the BFE Suppliers and seek to ensure that they will shall enable the Buyer to fulfil its obligations, including but not limited to those set forth in the Customization Milestone Chart;
(ii) ; • that, should a timeframe, quality or other type of risk be identified at a given BFE Supplier, the Buyer will shall allocate resources to such BFE Supplier so as not to jeopardize the industrial production schedule of the Aircraft;
(iii) ; • for major BFE, including, but not being limited to, seats, galleys and IFE (“Major BFE”) to participate on a mandatory basis in the specific meetings that take place between BFE Supplier selection and BFE delivery, namely:
(a) : ¡ Preliminary Design Review (“PDR”),
(b) , ¡ Critical Design Review (“CDR”);
(iv) ; • to attend the First Article Inspection (“FAI”) for the first shipset of all Major BFE. Should the Buyer not attend such FAI, the Buyer will shall delegate the FAI to the BFE Supplier thereof and confirmation thereof will shall be supplied to the Seller in writing;
(v) ; • to attend the Source Inspection (“SI”) that takes place at the BFE Supplier’s premises prior to shipping, for each shipset of all Major BFE. Should the Buyer not attend such SI, the Buyer will shall delegate the SI to the BFE Supplier and confirmation thereof will shall be supplied brought to the Seller in writing. Should the Buyer not attend the SI, the Buyer will shall be deemed to have accepted the conclusions of the BFE Supplier with respect to such SI. The Seller will shall be entitled to attend the PDR, the CDR and the FAI. In doing so, the Seller’s employees will shall be acting in an advisory capacity only and at no time will shall they be deemed to be acting as Buyer’s employees or agents, either directly or indirectly.
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Samples: Purchase Agreement (Azul Sa)
Without prejudice to the Buyer. s obligations hereunder, in order to facilitate the development of the BFE Engineering Definition, the Seller will organize meetings between the Buyer and BFE Suppliers on reasonable advance noticeSuppliers. The Buyer hereby agrees to participate in such meetings and to provide adequate technical and engineering expertise to reach decisions within a timeframe reasonably specified by the Seller. In addition, prior to Delivery of the Aircraft to the Buyer, the Buyer agrees:
(i) to monitor the BFE Suppliers and seek to ensure that they will enable the Buyer to fulfil its obligations, including but not limited to those set forth in the Customization Milestone Chart;
(ii) that, should a timeframe, quality or other type of risk be identified at a given BFE Supplier, the Buyer will allocate resources to such BFE Supplier so as not to jeopardize the industrial schedule of the Aircraft;
(iii) for major BFE, including, but not being limited to, seats, galleys and IFE (“Major BFE”) to participate on a mandatory basis in the specific meetings that take place between BFE Supplier selection and BFE delivery, namely:
(a) Preliminary Design Review (“PDR”),
(b) Critical Design Review (“CDR”);
(iv) to attend the First Article Inspection (“FAI”) for the first shipset of all Major BFE. Should the Buyer not attend such FAI, the Buyer will delegate the FAI to the BFE Supplier thereof and confirmation thereof will be supplied to the Seller in writing;
(v) to attend the Source Inspection (“SI”) that takes place at the BFE Supplier’s premises prior to shipping, for each shipset of all Major BFE. Should the Buyer not attend such SI, the Buyer will delegate the SI to the BFE Supplier and confirmation thereof will be supplied to the Seller in writing. Should the Buyer not attend the SI, the Buyer will be deemed to have accepted the conclusions of the BFE Supplier with respect to such SI. The Seller will be entitled to attend the PDR, the CDR and the FAI. In doing so, the Seller’s employees will be acting in an advisory capacity only and at no time will they be deemed to be acting as Buyer’s employees or agents, either directly or indirectly.
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Without prejudice to the Buyer. s obligations hereunder, in order to facilitate the development of the BFE Engineering Definition, the Seller will shall organize meetings between the Buyer and BFE Suppliers on reasonable advance noticeSuppliers. The Buyer hereby agrees to participate in such meetings and to provide adequate technical and engineering expertise to reach decisions within a timeframe reasonably specified by the Sellerdefined timeframe. In addition, prior throughout the development phase and up to Delivery of the Aircraft to the Buyer, the Buyer agrees:
(i) : • to monitor the BFE Suppliers and seek to ensure that they will shall enable the Buyer to fulfil its obligations, including but not limited to those set forth in the Customization Milestone Chart;
(ii) ; • that, should a timeframe, quality or other type of risk be identified at a given BFE Supplier, the Buyer will shall allocate resources to such BFE Supplier so as not to jeopardize the industrial schedule of the Aircraft;
(iii) ; • for major BFE, including, but not being limited to, seats, galleys and IFE (“Major BFE”) to participate on a mandatory basis in the specific meetings that take place between BFE Supplier selection and BFE delivery, namely:
(a) : ◦ Preliminary Design Review (“PDR”),
(b) , ◦ Critical Design Review (“CDR”);
(iv) ; • to attend the First Article Inspection (“FAI”) for the first shipset of all Major BFE. Should the Buyer not attend such FAI, the Buyer will shall delegate the FAI to the BFE Supplier thereof and confirmation thereof will shall be supplied to the Seller in writing;
(v) ; • to attend the Source Inspection (“SI”) that takes place at the BFE Supplier’s premises prior to shipping, for each shipset of all Major BFE. Should the Buyer not attend such SI, the Buyer will shall delegate the SI to the BFE Supplier and confirmation thereof will shall be supplied brought to the Seller in writing. Should the Buyer not attend the SI, the Buyer will shall be deemed to have accepted the conclusions of the BFE Supplier with respect to such SI. The Seller will shall be entitled to attend the PDR, the CDR and the FAI. In doing so, the Seller’s employees will shall be acting in an advisory capacity only and at no time will shall they be deemed to be acting as Buyer’s 's employees or agents, either directly or indirectly.
18.1.4.1 The BFE shall be imported into FRANCE or into GERMANY by the Buyer under a suspensive customs system ("Régime de l'entrepôt douanier ou régime de perfectionnement actif " or "Zollverschluss") without application of any French or German tax or customs duty, and shall be Delivered At Place (DAP) according to the Incoterms, to the following shipping addresses: AIRBUS OPERATIONS S.A.S. 000 Xxxxx xx Xxxxxxx 00000 XXXXXXXX XXXXXX or AIRBUS OPERATIONS GmbH Xxxxxxxxx 00 00000 XXXXXXX XXXXXXX or such other location as may be specified by the Seller.
18.1.4.2 BFE delivered to the Seller’s Affiliate in Mobile, Alabama, as may be specified by the Seller pursuant to Clause 18.1.4.1, will be shipped according to the Incoterms 2010 “Delivered Duty Paid” Airbus Americas, Inc., Mobile, Alabama.
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Samples: A320 Family Purchase Agreement (Spirit Airlines, Inc.)
Without prejudice to the Buyer. s obligations hereunder, in order to facilitate the development of the BFE Engineering Definition, the Seller will shall organize meetings between the Buyer and BFE Suppliers on reasonable advance noticeSuppliers. The Buyer hereby agrees to participate in such meetings and to provide adequate technical and engineering expertise to reach decisions within a timeframe reasonably specified by the Sellerdefined timeframe. In addition, prior throughout the development phase and up to Delivery of the Aircraft to the Buyer, the Buyer agrees:
(i) : • to monitor the BFE Suppliers and seek to ensure that they will shall enable the Buyer to fulfil its obligations, including but not limited to those set forth in the Customization Milestone Chart;
(ii) ; • that, should a timeframe, quality or other type of risk be identified at a given BFE Supplier, the Buyer will shall allocate resources to such BFE Supplier so as not to jeopardize the industrial schedule of the Aircraft;
(iii) ; • for major BFE, including, but not being limited to, seats, galleys seats and IFE (“Major BFE”) to participate on a mandatory basis in the specific meetings that take place between BFE Supplier selection and BFE delivery, namely:
(a) : • Preliminary Design Review (“PDR”),
(b) , • Critical Design Review (“CDR”);
(iv) ; • to attend the First Article Inspection (“FAI”) for the first shipset of all Major BFE. Should the Buyer not attend such FAI, the Buyer will shall delegate the FAI to the BFE Supplier thereof and confirmation thereof will shall be supplied to the Seller in writing;
(v) ; • to attend the Source Inspection (“SI”) that takes place at the BFE Supplier’s premises prior to shipping, for each shipset of all Major BFE. Should the Buyer not attend such SI, the Buyer will shall delegate the SI to the BFE Supplier and confirmation thereof will shall be supplied brought to the Seller in writing. Should the Buyer not attend the SI, the Buyer will shall be deemed to have accepted the conclusions of the BFE Supplier with respect to such SI. The Seller will shall be entitled to attend the PDR, the CDR and the FAI. In doing so, the Seller’s employees will shall be acting in an advisory capacity only and at no time will shall they be deemed to be acting as Buyer’s employees or agents, either directly or indirectly.. [***] Represents material which has been redacted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment pursuant to Rule 406 under the Securities Act of 1933, as amended CT1307579 A320neo Family PA – March 2015 Clause 18 - Page 72 of 246
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