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EXHIBIT 10.28
XXXXXXX ENGINE COMPANY, INC.
AUTHORIZED MAINTENANCE CENTER AGREEMENT
AGREEMENT, effective the day of , by and between
Xxxxxxx Engine Company (herein called "Xxxxxxx") having its principal place of
business at Indianapolis, Indiana and located at
(herein called "Authorized Maintenance Center").
GENERAL PURPOSE OF AGREEMENT
Xxxxxxx is in the business of manufacturing and marketing Xxxxxxx gas turbine
Engines, Modules and Parts.
Xxxxxxx desires to establish a worldwide network of independently owned and
operated Authorized Maintenance Center(s) operating under agreement(s) with
Xxxxxxx to support the operation, maintenance and safety of the Products,
Modules and/or Parts.
Authorized Maintenance Center has been selected by Xxxxxxx among other reasons
on the basis of its (a) business plans for Products, (b) its organizational and
financial structure, (c) its qualifications and willingness to provide Product
support and Maintenance Services, (d) willingness to perform Component Repair,
(e) the qualifications and business abilities of its principal management and
principal owners, and (f) its commitment to use its best efforts to promote the
sale of Modules and Parts through Embodiment. Xxxxxxx relies upon Authorized
Maintenance Center to provide the required capital, equipment, facilities,
management, and human resources to effectively provide support for Products
through the supply of Maintenance Services.
Authorized Maintenance Center acknowledges that as an independently owned and
operated business, its success and enjoyment of profitable operations will be
determined substantially by how effectively its Business Operations are
conducted and managed in conjunction with development of the overall market for
Products and worldwide economic conditions. Authorized Maintenance Center
acknowledges that its association with Xxxxxxx and the use of Xxxxxxx Xxxxx is
beneficial to its current Business Operations.
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The purpose of this Agreement is to appoint an Xxxxxxx Authorized Maintenance
Center subject to the terms and conditions hereof.
This Agreement sets forth the rights and responsibilities of both Xxxxxxx and
Authorized Maintenance Center with regard to maintenance and support of
Products, the sale of Products, Modules and Parts, and the circumstances in
which the Agreement will be continued or terminated.
Accordingly, Xxxxxxx and Authorized Maintenance Center hereby agree as follows:
FIRST: RIGHTS GRANTED BY XXXXXXX
In reliance upon Authorized Maintenance Center satisfactorily performing the
responsibilities it assumes hereunder, Xxxxxxx grants Authorized Maintenance
Center:
(1) a non-exclusive right to identify itself as an Authorized Maintenance
Center and to conduct Business Operations (as hereinafter defined) at
a Primary Premise, Branch Location(s) and Marketing Office(s)
identified in the Primary Premise, Branch Location(s) and Marketing
Office(s) Statement;
(2) a non-exclusive right to acquire from Xxxxxxx, or its designated
sources, the Items identified in the Products Statement and/or the
Modules and Parts Statement or any other material as detailed in this
Agreement for use through Embodiment in a Maintenance
Service/Component Repair or for resale in an Over-the-Counter
function.
Xxxxxxx expressly reserves the right to contract with third parties for the
sale or resale of any material identified in the Modules and Parts Statement
and Products Statement or any other material. Xxxxxxx also expressly reserves
the right to appoint other Authorized Maintenance Centers as necessary.
SECOND: RESPONSIBILITIES ASSUMED BY AUTHORIZED MAINTENANCE CENTER
Authorized Maintenance Center accepts and assumes the responsibilities
identified by this Agreement, including responsibility to:
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(1) establish and maintain satisfactory Maintenance Services capabilities
at the locations identified in the Authorized Maintenance Center
Primary Premise, Branch Location(s) and Marketing Office(s) Statement;
(2) provide complete Maintenance Services, certain Field Services and Book
Repairs on Items directly for Customers operating in the Region of
Responsibility and Original Equipment Manufacturers located in the
Region of Responsibility, regardless of where the Items were purchased;
(3) actively and effectively market and promote the purchase and encourage
proper use (consistent with Xxxxxxx Manuals) of Items by Customers in
the Region of Responsibility, consistent with the Products Statement,
the Modules and Parts Statement and this Agreement;
(4) properly perform all obligations of Authorized Maintenance Center
under this Agreement; and
(5) procure, utilize and promote only Xxxxxxx Authorized Items and
Component Repairs in fulfilling Maintenance Service obligations as
contemplated under this Agreement.
THIRD: ORGANIZATION
Xxxxxxx, by entering into this Agreement, has acted in substantial reliance
upon:
(1) Authorized Maintenance Center's representations to Xxxxxxx in respect
of its business plan(s) as outlined in their proposals as submitted to
Xxxxxxx for the Xxxxxxx Products, Modules & Parts, its organization
and financial structure, and its qualifications and willingness to
fulfill the responsibilities assumed by Authorized Maintenance Center
under Paragraph SECOND above; and
(2) the personal qualifications and business abilities of Authorized
Maintenance Center's principal management (officers, directors, senior
managers and Xxxxxxx Product program managers) who are responsible for
determining and implementing Authorized Maintenance Center's business
plan(s) and principal owners who are designated by Authorized
Maintenance Center in the Authorized Maintenance Center Statement of
Management and Ownership furnished by Authorized Maintenance Center to
Xxxxxxx and accepted by Xxxxxxx by its endorsement thereon.
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FOURTH: CHANGES IN MANAGEMENT AND OWNERSHIP
(1) Any ownership change which alters the controlling interest of the
Authorized Maintenance Center as set forth in the Authorized
Maintenance Center Statement of Management and Ownership (or its
accepted revision), or any sale, in whole or in part, of Authorized
Maintenance Center's Primary Premise or Branch Location(s) and/or
Product related assets to a party that wishes to become an Authorized
Maintenance Center requires the prior written approval and acceptance
of Xxxxxxx. If any such ownership change or sale is contemplated,
Authorized Maintenance Center will provide Xxxxxxx prior written
notice subject to applicable laws in the form requested and in a
timely manner, together with all applicable information requested by
Xxxxxxx to evaluate the proposed ownership change or sale.
(2) Xxxxxxx agrees to review factors requested by Authorized Maintenance
Center to be considered and to base its analysis and final decision(s)
on whether the proposed change(s) is likely to result in successful
Business Operation(s) meeting or exceeding the responsibilities
outlined in this Agreement, including but not limited to, satisfactory
facilities and equipment at the approved Primary Premise and Branch
Location(s) and whether controlling ownership is acceptable to Xxxxxxx
as an organization which will effectively fulfill the responsibilities
assumed by Authorized Maintenance Center under paragraph SECOND.
(3) Upon written acceptance by Xxxxxxx of a proposed ownership change, a
new Authorized Maintenance Center Statement of Management and
Ownership reflecting all changes will replace the original statement
in its entirety and will become an attachment to this Agreement, or,
at Allison's option, a new agreement may be executed. Any ownership
change made without the prior acknowledgment and written approval and
acceptance by Xxxxxxx that is substantially determined to be
unacceptable by Xxxxxxx xxx be cause for termination of this Agreement
by Xxxxxxx per the terms and conditions of this Agreement.
(4) Authorized Maintenance Center will notify Xxxxxxx of any executive
management change relative to any officer, director, senior manager or
Product program manager(s) directly relating to the Business
Operations, the Primary Premise or Branch Location(s).
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(5) Any change in ownership or principal management relied upon by
Xxxxxxx, under paragraph THIRD, in entering into this Agreement will
constitute sufficient basis for disapproving such change.
FIFTH: TECHNICAL FEE
Authorized Maintenance Center will not pay Xxxxxxx at such time this Agreement
becomes effective, a technical fee in accordance with the payment term and
schedule referenced in the application For Appointment Statement for each
applicable Product.
SIXTH: AGREEMENT TRANSFER, ASSIGNMENT, DELEGATION OR SALE
(1) Neither this Agreement, nor any right or responsibility under this
Agreement may be transferred, assigned, delegated or sold (as detailed
in FOURTH above) by Authorized Maintenance Center without the prior
written approval of Xxxxxxx. Such approval shall not be unreasonably
withheld provided the entire Agreement and its provisions are assumed
and accepted in writing by the transferee, assignee, delegate or
purchaser and provided that such change in the sole judgment of
Xxxxxxx is likely to result in successful Business Operations. Such
transfer, assignment, delegation or sale will result in this Agreement
being modified or replaced by another agreement between Xxxxxxx and
the specific party.
(2) Authorized Maintenance Center may not appoint any Second Level Entity
or any entity as an Authorized source of Maintenance Services or
Over-the-Counter sales of Xxxxxxx Items on behalf of Xxxxxxx or the
Authorized Maintenance Center.
(3) Xxxxxxx xxx assign this Agreement to a parent company, subsidiary,
affiliate, or successor in interest which undertakes the manufacture
and/or sale of Items and/or the performance of this Agreement with
respect to the Items.
SEVENTH: ADDITIONAL PROVISIONS
The provisions set forth in the following "Additional Provisions Applicable to
Authorized Maintenance Center Agreement" are hereby incorporated as a part of
this Agreement.
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EIGHTH: TERM
Unless sooner terminated pursuant to a provision(s) of this Agreement, this
Agreement will automatically terminate without notice or action by either party
on 31 December 1998. Opportunity for renewal is strictly contingent upon the
Authorized Maintenance Center's adherence to the terms and conditions of this
Agreement and Authorized Maintenance Center's ability and desire to continue
through a renewal period, subject to Xxxxxxx sole unilateral decision to
renewal said Agreement with the Authorized Maintenance Center. To qualifying
Authorized Maintenance Centers, three (3) year renewal periods of an agreement
substantially like the Agreement will be available. At the time of renewal,
Authorized Maintenance Center and Xxxxxxx both agree to execute a mutual
general release of any and all claims against each other and their respective
affiliates existent, anticipated or planned for as a result of performances
under the Agreement subject to renewal.
NINTH: WAIVER
The failure of Xxxxxxx to enforce any provision of this Agreement, or to
exercise any option which may be provided, or to require or fail to require at
any time strict performance by the Authorized Maintenance Center of any
provision of this Agreement, shall in no way affect the validity or act as a
waiver of this Agreement, or any part, or the right of Xxxxxxx thereafter to
enforce any agreement provision allowable retroactively.
TENTH: LIMITATION OF DAMAGES
The Parties agree that the maximum damages available to the Authorized
Maintenance Center in connection with any claim, controversy or breach related
to, or arising out of, this Agreement shall be limited as follows:
Authorized Maintenance Center shall be limited to an award of economic
damages not to exceed the Technical Fee paid by the Authorized
Maintenance Center. In the event damages are associated with only one
Product application (aircraft or industrial), then an award of
economic damages shall be limited to Authorized Maintenance Center's
proportion of revenues, expressed as a percent, for the past two (2)
years, or the aggregate year(s) to date if less than two (2) years,
multiplied by the Technical Fee paid by the Authorized Maintenance
Center for the respective product. This clause is not applicable to
the Xxxxxxx 250 Engine series.
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Authorized Maintenance Center and Xxxxxxx irrevocably waive trial by jury in
any action, proceeding, or counterclaim, whether at law or in equity, brought
by either of them against the other, whether or not there are other parties in
such action or proceeding under this Agreement. If either party fails to
notify the other in writing within one (1) year from the occurrence of any
default or circumstance giving rise to any claim relating to this Agreement,
the relationship of the Authorized Maintenance Center and Xxxxxxx, Authorized
Maintenance Center's Business Operations, or any Product, Module and/or Part
and any and all claims related to such default or circumstance shall be barred.
Xxxxxxx and the Authorized Maintenance Center hereby waive to the fullest
extent permitted by law any right to or claim of any punitive or exemplary
damages against the other and agree that in the event of a dispute between
them, each shall be limited to the recovery of any actual damages sustained by
such party, subject to the limitations outlined in the Agreement.
Nothing herein shall xxx Xxxxxxx'x right to obtain injunctive relief against
threatened conduct that will cause Xxxxxxx loss or damage under this Agreement.
Such relief includes all rights under the usual equity rules, including the
applicable rules for obtaining specific performance, restraining orders, and
preliminary injunctions.
Each party shall pay its own costs and expenses, including all court costs and
attorney's fees, incurred by it with respect to enforcing or defending against
any claim or default or the enforcement of any provision of this Agreement,
including but not limited to, the obtaining of injunctive or other equitable
relief.
Authorized Maintenance Center hereby submits to the jurisdiction of any state
or federal court within the state of Indiana and waives any jurisdiction over
its person. Authorized Maintenance Center waives any objection to such courts
based on forum non conveniens (which generally permits a court to decline
jurisdiction if it appears that an action may be handled more expeditiously
and/or with greater convenience to the parties in another jurisdiction) or
Section 1404(a) of Title 28 United States Code and any objection to venue of
any action instituted in connection with this Agreement.
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ELEVENTH: EXECUTION ON BEHALF OF XXXXXXX AND AUTHORIZED MAINTENANCE CENTER
Neither this Agreement, the Additional Provisions, the Statements or any
related agreement or addendum will be valid unless:
(1) It is signed on behalf of Authorized Maintenance Center by its duly
authorized representative(s).
(2) It is signed on behalf of Xxxxxxx by its duly Authorized
representative(s).
The parties hereto have executed this Agreement in duplicate to be effective as
of the day and year first above written.
XXXXXXX ENGINE COMPANY, INC. -----------------------------------
AUTHORIZED MAINTENANCE CENTER
By By
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(Signature) (Signature)
Xxxxxxxx X. Xxxxxxxxx
V.P. INDUSTRIAL Engines
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(Typed Name and Title) (Typed Name and Title)
Date Date
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Witnesses
By By
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(Signature) (Signature)
--------------------------- -----------------------------------
(Typed Name and Title) (Typed Name and Title)
Date Date
------------------------- -------------------------------
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XXXXXXX ENGINE COMPANY, INC.
ADDITIONAL PROVISIONS APPLICABLE TO
AUTHORIZED MAINTENANCE CENTER AGREEMENT
TABLE OF CONTENTS
Article 1. Definitions
Article 2. Region of Responsibility
2.1 Authorized Maintenance Center Primary Premise, Branch
Location(s) and Marketing Office(s) Overview
2.2 Authorized Maintenance Center's Responsibilities
2.3 Changes in Authorized Maintenance Center Primary Premise,
Branch Location(s), Marketing Office(s) or Business
Operation(s)
2.4 Field Service Outside Region of Responsibility
Article 3. Facilities, Equipment and Capital Requirements
3.1 Overview
3.2 Facility Requirements
3.2.1 Primary Premise
3.2.2 Branch Location(s)
3.2.3 Marketing Office(s)
3.3 Capital Requirements
3.4 Equipment and Capabilities
3.5 Ground Support Equipment (GSE)
3.6 Test Equipment Stands and Adapters
3.7 Multi-Engine Facilities
3.8 Lease and Rental Assets
3.9 Remanufactured Engines/Modules
3.10 Right to Purchase Displaced Products
Article 4. Xxxxxxx Responsibilities
4.1 Overview
4.2 Products, Modules and Parts Available to Authorized
Maintenance Center
4.2.1 Authorized Maintenance Center's Orders for Products,
Modules and Parts
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4.2.2 Excusable Delay or Failure to Fill Orders or Accept
Shipment
4.2.3 Changes in or Discontinuance of Products, Modules and
Parts
4.3 Component Repair
4.4 Technical and Engineering Assistance
4.5 Advertising Programs and Marketing/Promotion Materials
4.6 Evaluation of Authorized Maintenance Center Business
Operation(s)
Article 5. Authorized Maintenance Center Responsibilities
5.1 Overview
5.2 Maintenance Philosophy
5.3 Service of Products, Modules and Parts
5.4 Repair of Products and Modules
5.5 Overhaul of Products and Modules
5.6 Authorized Maintenance Center Locations
5.7 Customer Support Responsibility
5.8 Customer Support Standards
5.9 Modules and Parts
5.10 Component Repair
5.11 Administration
5.11.1 Sales Promotion Standards
5.11.2 Charges for Rework
5.11.3 Marketing and Sales Organizations
5.11.4 Maintenance Services Organization
5.11.5 Invoicing
5.11.6 Customer Support Performance Requirements
5.11.6.1 Adjustments-Warranty, Policy,
Campaign and Special Programs
5.11.6.2 Maintenance Service
5.11.6.3 Overhaul Service
5.11.6.4 Rework of Parts
5.11.6.5 Unit Exchange Program
5.11.6.6 Field Service
5.11.7 Customer Technical Assistance
5.11.8 Customer Complaints
5.11.9 Records
5.11.9.1 Customer Records
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5.11.9.2 Quarterly Summary Reports
5.11.9.3 Warranty(ies) Records
5.11.9.4 Training
5.11.9.5 Examination of Accounts and Records
5.11.9.6 Confidentiality of Authorized
Maintenance Center's Accounts,
Records or Data
5.11.9.7 Record Copies
5.12 Warranty(ies), Policy, Campaigns, Special Programs and OCP
5.13 Market and Sales Forecast/Usage
5.14 Relationships with Original Equipment Manufacturers
5.15 Disposition of Products, Modules and Parts Cores
5.16 Training
5.17 Financial Information
5.18 Traceability
5.18.1 Overview
5.18.2 Information to be Traced
5.18.3 Reporting
5.18.4 Information Timing
5.18.5 New Modules and Parts
5.19 Marketing and Sales
5.20 Establishment of Additional Authorized Maintenance Center
Branch Location(s) as Directed by Xxxxxxx
5.21 Business Operations Hours of Availability
5.22 Identification of Authorized Maintenance Center
5.23 Modules and Parts Use and Representation
5.24 Lease and/or Rental Assets
Article 6. General Provisions
6.1 Responsibility for Authorized Maintenance Center's Commitments
6.2 Manuals, Bulletins and Technical Data
6.3 Engineering and Ground Support Equipment Drawings
6.4 Applicable Law, Jurisdiction and Construction
6.5 Authorized Maintenance Center is Not Agent or Legal
Representative
6.6 Compliance with Government Regulations
6.7 Notices
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6.8 No Implied Waivers
6.9 Confidentiality of Agreement
6.10 Indemnity and Insurance
6.10.1 Indemnification by Xxxxxxx
6.10.2 Indemnification by Authorized Maintenance Center
6.10.3 Product Liability
6.10.4 Insurance Coverage
Article 7. Warranty(ies) on Products, Modules and Parts
7.1 Overview
7.2 OCP Description
7.2 OCP Coverage Summary
Article 8. Inventory of Products, Modules and Parts
8.1 Inventory Levels
8.2 Inventory Planning and Provisioning
8.3 Inventory Scheduling
8.4 Buffer and Safety Stock
8.5 Lead Times
8.6 Consumption Usage Data
8.7 Additional Information
Article 9. Component Repair
9.1 Overview
9.1.1 Approach
9.1.2 General Issues
9.2 Grandfather Component Repairs
9.3 Technical Coordination and Support
9.3.1 Candidate Part Selection
9.3.2 Classification and Prioritization
9.3.3 Repair Concept Approval
9.3.4 Proprietary Data
9.4 Administrative Coordination and Support
9.4.1 Repair Program Coordination
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9.4.2 Program Funding Allocation
9.4.3 Publication of Processes
9.5 Development and Qualification
9.5.1 Book Repairs
9.5.2 Request for Qualification
9.5.3 Development Plan
9.5.4 Qualification Requirements
9.5.5 Resource Obligations
9.6 Repair Source Administration
9.6.1 Repair Source Selection
9.6.2 Repair Source Control
9.6.3 Multiple Repair Sources
9.6.4 Third Party Sources
9.6.5 Source Inspection of Repairs
9.6.6 Tooling and Equipment
9.7 Quality Assurance
9.7.1 General Requirements
9.7.2 Process/Procedure Control
9.7.3 Quality Audits
9.7.4 Traceability
9.8 Supply and Inventory Control
9.8.1 Core Control
9.8.2 Repaired Part Supply/Sales/Distribution
9.8.3 Repair Material
Article 10. Prices, Payment Other Terms of Sale
10.1 Overview
10.2 New or Repaired Modules or Parts
10.3 New Products
10.4 Shipments of Modules and Parts
10.5 Shipments of Products
10.6 Authorized Maintenance Center Reimbursement
10.7 Core Credit
10.8 Exchange Credit
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10.9 Promotional Price Discount
10.10 Accounts Payable
10.11 Prepayment of Logistics Services
10.12 Late Payment Charge
10.13 Invoices
Article 11. Taxes
Article 12. Trademarks and Service Marks
12.1 Ownership
12.2 Display of Marks by Authorized Maintenance Center
12.3 Discontinuance of Use Upon Termination
12.4 Xxxx Registration by Authorized Maintenance Center
12.5 Liability for Failure to Discontinue Use
Article 13. Termination of Agreement
13.1 Transactions After Termination
13.1.1 Termination Deliveries
13.1.2 Effect of Transactions after Termination
13.1.3 Allison's Option to Purchase
13.2 Termination by Authorized Maintenance Center
13.3 Termination by Mutual Agreement
13.4 Termination for Nonperformance
13.5 Termination Due to Certain Acts or Events
13.6 Termination for Failure to be Licensed
13.7 Termination by Government Action
13.8 Responsibilities of Authorized Maintenance Center
13.9 Payment by Xxxxxxx Upon Termination of Authorized Maintenance
Center
13.10 Construction of Termination Provisions
13.11 Effect of Termination
Article 14. Order of Precedence Article
Article 15. Sole Agreement of Parties
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XXXXXXX ENGINE COMPANY, INC.
ADDITIONAL PROVISIONS APPLICABLE TO
AUTHORIZED MAINTENANCE CENTER AGREEMENT
ARTICLE 1. DEFINITIONS
1.1 ACCOUNT REPRESENTATIVE
The individual assigned by the Parts Distribution Center who is an
Xxxxxxx Employee and serves as the focal point for all Module and Part
related issues.
1.2 AGREEMENT
The Authorized Maintenance Center Agreement, including the principle
Agreement that is executed by Authorized Maintenance Center and
Xxxxxxx, the Policy Manual, the Additional Provisions, the Statements
and all related agreements and addenda as referenced in this
Agreement.
1.3 XXXXXXX
Xxxxxxx Engine Company, Inc., also known as Xxxxxxx Engine Company.
1.4 XXXXXXX RESIDENT MANAGER
An Xxxxxxx employee, who may be assigned at the Authorized Maintenance
Center's Primary Premise, whose functions may include coordination,
Warranty(ies) review and administration, and overall support of the
Maintenance Services being provided by the Authorized Maintenance
Center on the Items.
1.5 APPLICATION FOR ADJUSTMENT (AFA)
A serialized, preprinted form to be utilized by the Authorized
Maintenance Center to submit specific information to Xxxxxxx in
support of a Claim for a particular Customer, or for the Authorized
Maintenance Center directly. Where compatible and available, the AFA
or an equivalent document may be obtained and submitted electronically
through the EDI system.
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1.6 AUTHORIZED/AUTHORIZATION
When used in conjunction with another defined or undefined word or
phrase, Authorized denotes approval in writing by Xxxxxxx.
Authorization indicates Xxxxxxx has Authorized the activity.
1.7 AUTHORIZED MAINTENANCE CENTER
An independently owned and operated business entity which has been
selected and is signatory to this Agreement.
1.8 AUTHORIZED MAINTENANCE CENTER ADMINISTRATOR
Xxxxxxx employee(s) who will assist in administration of this
Agreement, Authorized Maintenance Center Policy Manual and provide
assistance to the Authorized Maintenance Center network.
1.9 AUTHORIZED MAINTENANCE CENTER POLICY MANUAL (POLICY MANUAL)
The manual identified throughout this Agreement, furnished and owned
by Xxxxxxx and provided to the Authorized Maintenance Center under the
terms of this Agreement. The Policy Manual may be modified from time
to time by Xxxxxxx. It sets forth the policies and procedures that
shall be observed by Xxxxxxx, the designated Product, Module, Part
source(s) and the Authorized Maintenance Center in matters relating
to: facilities, equipment requirements, processes, Maintenance
Services, Component Repair, distribution, marketing, sales,
administration of Items, and the treatment of Customers utilizing the
Items.
1.10 AUTHORIZED MAINTENANCE CENTER PRIMARY PREMISE, BRANCH LOCATION(S), AND
MARKETING OFFICE(S) STATEMENT
An Agreement attachment identifying the specific facilities and
geographic location(s) (including country listing) of the Authorized
Maintenance Center's Business Operations, which has been approved by
Xxxxxxx and includes the Authorized Maintenance Center's Primary
Premise, Branch Location(s) and Marketing Office(s).
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1.11 BOOK REPAIR
Repair of a Candidate Part, where the Repair Process is usually within
the normal capabilities of the industry(ies) operating within the
Service, Repair or Overhaul business areas. Examples are detailed in
the Policy Manual. Book Repairs will be approved by Xxxxxxx and are
generally consistent with the Component Repair Plan.
1.12 BRANCH LOCATION(S)
A facility, including equipment and tooling, owned in whole or in part
by the Authorized Maintenance Center which performs all or part of the
Business Operations and is Authorized to operate within a specific
Region of Responsibility. Such a facility must display Authorized
Maintenance Center signage and Marks indicating it is Authorized.
1.13 BULLETINS
Notices issued by Xxxxxxx to Customers and Authorized Maintenance
Centers pertaining to Module(s) or Part(s) issues, procedural changes,
Field Service issues, interchangeability, modifications, process
changes, Ground Support Equipment requirements and other Product
information.
1.14 BUSINESS OPERATIONS
The Maintenance Services, Component Repair, Embodiment of Modules or
Parts, sub functions, responsibilities, operations, administration and
other business activities that are contemplated by this Agreement,
including certain Field Service functions and any optional activities
undertaken by the Authorized Maintenance Center, provided all such
activities are not in conflict with this Agreement.
1.15 CAMPAIGN
An Xxxxxxx initiated corrective action on the Product implemented at
Allison's direction which may or may not be implemented by the
Authorized Maintenance Center.
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1.16 CANDIDATE PART
A Part which has been identified as Non-Serviceable which may benefit
from the application of a Repair Process. Some Candidate Parts may be
designated as "Restricted". Restricted Candidate Parts generally
include designated gas path Parts (blades, vanes, nozzles, stators),
combustion liners, fuel nozzles and integrally designated wheel/blade
components.
1.17 CLAIM
A request for consideration of Credit for work performed, Module(s) or
Part(s) Embodied, or non-conforming Module(s) or Part(s) received,
applied for through the use of an AFA and submitted to Xxxxxxx by the
Authorized Maintenance Center. A Claim may be made on behalf of the
Customer or directly for the benefit of the Authorized Maintenance
Center.
1.18 CLASSIFICATION
The activity by which a Repair concept is categorized based on its
inherent complexity, technical content, and process critically. The
two (2) primary Classification categories are Book and Critical.
1.19 COMMERCIAL ENGINE BULLETIN (CEB)
Documents issued by Xxxxxxx to notify Customers and Authorized
Maintenance Centers of:
1. Modifications to the Engine which affect performance, improve
reliability, increase safety, provide economy and/or
facilitate maintenance operation;
2. Substitution of one Part with another superseding Part only
when it is not completely interchangeable both functionally
and physically, or when the change is sufficiently urgent or
critical that special scheduling or record of accomplishment
is required;
3. Substitution of one imbedded software program by another which
changes equipment function and Part number of the programmed
memory device, requiring a record of accomplishment;
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4. Special inspections/checks required to maintain the Engine or
accessories in safe operating condition;
5. Reduction or extensions of existing Parts' life limits or
establishment of first time Part's life limits; and
6. Engine conversion(s) instructions.
1.20 COMPONENT REPAIR
The application of a Repair Process to a Candidate Part to reestablish
its Serviceable status, as controlled by the CRP. A Component Repair
can be classified as either a Critical Repair or Book Repair.
Sub-detail pieces of the Candidate Parts are typically used in the
Repair Process. The necessary Quality of Component Repairs and
associated workmanship is characteristically not present at Customer
facilities, but is usually available at facilities as contemplated by
the Authorized Maintenance Center.
1.21 COMPONENT REPAIR COMMITTEE (CRC)
The committee organized to develop and coordinate the CRP. The CRC
will be chaired by Xxxxxxx, and representatives from the Authorized
Maintenance Center network may participate.
1.22 COMPONENT REPAIR PLAN (CRP)
A comprehensive master document which outlines the Component Repair
related activities, specific goals/objectives and provides the overall
framework on how Component Repairs will be coordinated for the
Product. The CRP will be updated as required to meet the changing
market, Customer and Product requirements. Individual Part CRPs may
be generated for the individual Parts as required, and would be
consistent with the master CRP. The CRP will be developed by Xxxxxxx
generally in conjunction with the Authorized Maintenance Center.
1.23 COMPONENT REPAIR PROGRAM COORDINATOR
An Xxxxxxx employee who is designated as the lead individual for
identification of Component Repair opportunities for Candidate Parts
as defined within the CRP. The Component Repair Program Coordinator
is the chairperson of the CRP.
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1.24 CORE
Any Non-serviceable Item which may be considered a Candidate Part and
may be subject to Component Repair through an Authorized Repair Process
at an Authorized Repair Source. Certain Cores policy may be identified
in the relevant controlling documents, e.g., OCP/SPP agreement.
1.25 CORE CREDIT
A monetary value assigned to a Core which may be Credited to the Owner
or Operator upon Core delivery to Xxxxxxx, the Authorized Maintenance
Center, or to an entity designated by Xxxxxxx. Core Credit will be
established by Xxxxxxx, consistent with the CRP and Candidate Part and
in certain instances, Core Credit may be adjusted to address the
potential Cores' inventory costs.
1.26 CREDIT
A monetary adjustment to an account or an exchange of Module(s) or
Part(s). Credits could exist between Xxxxxxx and the Customer,
Xxxxxxx and the Authorized Maintenance Center, an entity designated by
Xxxxxxx and the Authorized Maintenance Center or the Authorized
Maintenance Center and a Customer.
1.27 CREDIT MEMORANDUM
A document issued by Xxxxxxx identifying the final position of Xxxxxxx
on any Credit with regard to a specific Claim.
1.28 CRITICAL REPAIR
A Component Repair of a Candidate Part where the Repair Process alone,
or in conjunction with the Candidate Parts' characteristics, requires
a high level of technical capability and engineering control to ensure
reliability and/or safety. Also, a Critical Repair exists when
process related aspects are beyond normal industry standards in the
area of capability, technology, cost, or Quality assurance.
1.29 CUSTOMER
An Operator or Owner of Item(s). An OEM may also be a Customer.
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1.30 DATA REPORT
Reports submitted electronically, if available, by an Authorized
Maintenance Center, Customer and/or Xxxxxxx employee. A Data Report
is required each time an Engine, Module or Part is removed, installed
or involved in an event. Data Reports, including teardown/disposition
reports and build-up reports, are to be provided to Xxxxxxx every
thirty days, or as detailed specifically in the Agreement
1.31 DEVELOPMENT PLAN
The planned approach(es) and/or activity(ies) involved in
demonstrating and implementing a particular Repair Process(es) for a
particular Candidate Part.
1.32 DIRECT MAINTENANCE COST (DMC), DIRECT OPERATING COST (DOC)
The cost of operation and/or Maintenance of the Product as defined
within the applicable Xxxxxxx document(s).
1.33 ELECTRONIC DATA INTERCHANGE (EDI)
The electronic network established by Xxxxxxx to facilitate electronic
communication by and among the Product, Module and Part sources,
Authorized Maintenance Centers, Xxxxxxx and the Customers. EDI may
encompass certain proprietary systems and templates currently in use
or as developed by Xxxxxxx. The Policy Manual further defines the
applicable standards.
1.34 EMBODIED MODULES OR PARTS (EMBODY/EMBODIMENT)
Those Authorized Modules or Parts included in the Maintenance Service
functions or Component Repair functions performed by the Authorized
Maintenance Center.
1.35 ENGINE
An Engine may be referred to as the Product. The specific Engine(s)
applicable to this Agreement are defined in the Product Statement(s)
attached to this Agreement.
1.36 EVENTS
Repair, Service or Overhaul requirements as identified by a specific
Product based on Customer input, Product reliability, Module and/or
Parts usage/scrap rates, operating profiles and other indicators. The
Events will be used as an inventory planning element by Xxxxxxx and
the Authorized Maintenance Center. Event data is supplied to Xxxxxxx
by the Authorized Maintenance Center.
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1.37 EVENT KITS
An Authorized Maintenance Center's listing of Modules and Parts which,
in total, represent the average mix of Authorized material to satisfy
75-85% of the requirement for the particular Event. Event Kits are
specific to both the Authorized Maintenance Center and the Product and
their content will be adjusted to compensate for reliability,
Component Repairs and other such changes. Event Kit information is
supplied to Xxxxxxx by the Authorized Maintenance Center.
1.38 EXCHANGE CREDIT
A value assigned to a Candidate Part, Core or LRU when submitted in
conjunction with the purchase of a like or similar new or Repaired
Part. An Exchange Credit may or may not be the same as a Core Credit.
1.39 EXCESS MODULES AND PARTS
Modules and Parts inventory, as purchased directly from Xxxxxxx or
its designee, which is excess to the Authorized Maintenance Centers'
needs and as further detailed in the Agreement and Policy Manual.
1.40 FEDERAL AVIATION ADMINISTRATION (FAA) DIRECTIVES
Specific directives issued by the FAA pertaining to the operation,
safety, maintenance, Service, Repair or use of Items.
1.41 FIELD SERVICE
Service or Repair functions including Embodiment of Modules or Parts,
performed by an Authorized Maintenance Center outside the Primary
Premise and/or Branch Location(s). Authorized Maintenance Center
supplied Field Service may be a direct result of: (1) Customer
request, (2) Warranty or OCP/SPP obligations, (3) Authorized
Maintenance Center/Customer contract requirement or (4) correct a
defect in material or workmanship.
1.42 GRANDFATHER COMPONENT REPAIR
Component Repairs, which are utilized by the Authorized Maintenance
Center at the time of the Agreement signing and which may differ from
and are beyond the scope of Allison's published maintenance
documentation.
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1.43 GROUND SUPPORT EQUIPMENT (GSE)
Test equipment and tools designed, developed and distributed by or for
Xxxxxxx for use on Items.
1.44 INSPECTION SYSTEM
An established inspection approach where specific procedures and
policies meet or exceed Allison's requirements.
1.45 ITEM(S)
Authorized Products, Modules and/or Parts purchased from Xxxxxxx or a
source designated by Xxxxxxx.
1.46 LINE REPLACEMENT UNITS (LRUS)
Accessories, Module(s) and Part(s) which can be readily changed on the
Product during line maintenance operations.
1.47 LOGISTICS COMPANY
An independent entity contracted by Xxxxxxx to perform Item logistic
functions including, but not limited to, transportation, customs,
document tracking and Customer delivery.
1.48 MAINTENANCE SERVICES
Those actions required for restoring or maintaining an Item(s) in
Serviceable condition, including the Service, Repair, Overhaul,
inspection, determination of condition and Authorized testing
functions as performed by the Authorized Maintenance Center per the
established Quality system at the Primary Premise and Branch
Location(s).
1.49 MANUALS
Technical documents prepared and distributed by Xxxxxxx. Select
Manuals may be owned by Xxxxxxx and provided to the Authorized
Maintenance Center per the terms and conditions of this Agreement or a
separate bailment agreement. The Manual, Catalog and Price List, an
attachment to this Agreement, identifies the Manuals available to the
Authorized Maintenance Center.
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1.50 MARKETING OFFICE(S)
Office(s) approved by Xxxxxxx in which the Authorized Maintenance
Center markets the Maintenance Services and Embodiment functions
available from its Primary Premise and Branch Location(s) to Customers
worldwide. Marketing Offices are generally located outside the
assigned Region of Responsibility, and may not perform Business
Operation(s) other than the marketing of maintenance services.
1.51 MARKS
The various trademarks, service marks, names and designs owned by
Xxxxxxx or its affiliated companies which may be used by the
Authorized Maintenance Center per the terms and conditions of this
Agreement. These Marks represent the goodwill and established
reputation of Xxxxxxx and are only offered by Xxxxxxx to a select set
of independent companies who undertake to perform the Authorized
functions as contemplated by this Agreement.
1.52 MODULE(S)
A combination of new, used or Overhauled assemblies, subassemblies and
Parts, contained in one package, or so arranged as to be installed
during a Maintenance Service action. Any level of hardware assembly,
i.e., Module, Part or system, marketed by Xxxxxxx in connection with
Products and Parts. Modules are identified within the applicable
Module and Parts Statement(s).
1.53 MODULES AND PARTS STATEMENT(S)
The Agreement attachment which identifies the Authorized Modules,
Parts and Ground Support Equipment that may be purchased from Xxxxxxx
by the Authorized Maintenance Center pursuant to the terms and
conditions of this Agreement and/or Terms of Sales Statement(s). The
Statement(s) may be amended from time to time.
1.54 NON-AUTHORIZED
Non-Authorized or Unauthorized when used in conjunction with third
party, Repair Source, Maintenance Service, Item, Embodiment, Part,
Module, Product or any other defined or undefined word or term,
denotes the subject referenced is not approved by Xxxxxxx and is
neither compliant with, nor approved under, this Agreement.
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1.55 NON-SERVICEABLE
An Item which, in its current condition, does not meet Allison's
specifications and may not be used in a Maintenance Services function.
1.56 OBSOLETE PART(S)
Parts purchased from Xxxxxxx which remain in the Authorized
Maintenance Center's inventory and can no longer be used in any
application due to supersedure resulting from a must conform Bulletin
change. Superseded Parts which can be reworked into a Serviceable
Part are not considered Obsolete Parts.
1.57 ON-CONDITION
A primary maintenance process and philosophy employing repetitive
inspection(s) and/or test(s) to determine the Serviceable status of the
Items or portions thereof (corrective action is taken when required by
Item condition).
1.58 OPEN AREA
A geographic region and associated countries where the Authorized
rights for Maintenance Services, Component Repair, and associated
placement of an Authorized Maintenance Center has not been fulfilled
at the time of execution of this Agreement.
1.59 OPERATING COST PROGRAM (OCP) OR SERVICE PROTECTION PLAN (SPP)
A contracted program covering specific Product costs associated with
the operation and maintenance of the Product. The program is a
stand-alone agreement between Xxxxxxx and certain Customers. The
Authorized Maintenance Center network may be contracted to perform
certain Maintenance Services on OCP or SPP Products, Modules and Parts
under contract with Xxxxxxx. Further definition of OCP or SPP is
contained within the relevant Xxxxxxx documents.
1.60 OPERATOR
An entity which to operates or is in control of the use of a Product,
Module or Part.
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1.61 ORIGINAL EQUIPMENT MANUFACTURER (OEM)
Any manufacturer of aircraft, equipment, or a conversion facility
which has been certified to install and/or resale the Product. An OEM
may have the right to market select Xxxxxxx Authorized Products,
Modules or Parts and its distribution or dealer organization may have
certain Service, Repair or Field Service rights.
1.62 OVER-THE-COUNTER
Sale(s) of Modules and Parts by Xxxxxxx, an Xxxxxxx designated entity
and/or Authorized Maintenance Center to a Customer in support of 1)
line maintenance, 2) scheduled Service and 3) certain Service or
Repair functions.
1.63 OVERHAUL (RECONDITION)
The work necessary to return an Item to the highest standard(s)
specified within the relevant controlling document(s) or Manual(s) as
issued Authorized, approved and/or bailed by Xxxxxxx. Overhaul
usually involves Critical Repair/testing and is generally limited to
performance by Authorized Maintenance Centers and Xxxxxxx.
1.64 OVERSHIPMENT
Items received by the Authorized Maintenance Center in excess of the
quantity ordered by the Authorized Maintenance Center or the quantity
invoiced by Xxxxxxx.
1.65 OWNER
An entity which is the legal owner of record of a Product, Module or
Part.
1.66 PART(S)
One piece, or two or more pieces, joined together and not normally
subject to disassembly without destruction of designed use. Parts may
be new, used or Repaired and are marketed by Xxxxxxx in connection
with Products and/or Modules. Parts are listed in the current
Product, Module and Parts Price List, and associated supplements
thereto. Parts are identified within the Modules and Parts
Statement(s).
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1.67 PERFORMANCE AND ASSESSMENT REPORT
Report prepared by Xxxxxxx within thirty (30) calendar days following
a performance and assessment audit. The Report contains a summary of
the audit findings of the Maintenance Services and identifies Xxxxxxx
improvement recommendations and non conformance corrective action
requirements. The areas of evaluation are business and
administration, maintenance services, business operations, customer
support, technical, Quality and other operations.
1.68 POLICY
A directive issued by Xxxxxxx with regard to the handling of a
specific Product situation(s). Generally, Policy issues are not
covered under a specific Warranty. The Policy will, in most
instances, be communicated via a letter or Bulletin.
1.69 PRIMARY PREMISE
The main facility, including equipment and tooling, solely owned by
the Authorized Maintenance Center, performing the total Business
Operations as Authorized by Xxxxxxx under the terms and conditions of
this Agreement. The Authorized Maintenance Center's approved Primary
Premise is the single point of contact with Xxxxxxx.
1.70 PRODUCT(S)
The words Product and Engine, for the purpose of this Agreement, are
synonymous. Products are identified in the Product Statement(s).
1.71 PRODUCT, MODULES AND PARTS PRICE LIST
A list identifying the Product, Module and Part nomenclature,
identification numbers, descriptions as required, selling prices and
associated lead times along with other pertinent information,
generally published annually by Xxxxxxx and updated from time to time.
1.72 PRODUCTS STATEMENT(S)
The Agreement attachment which identifies the Product(s) that may be
purchased from Xxxxxxx or its designated source(s) by the Authorized
Maintenance Center pursuant to the terms and conditions of this
Agreement and the Terms of Sale Statement(s). The Statement(s) may be
amended from time to time by Xxxxxxx.
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1.73 PROMOTIONAL PRICE DISCOUNTS
Discounts on Xxxxxxx Modules or Parts provided exclusively to
Authorized Maintenance Center in recognition of their Embodiment,
Maintenance Services, inventory responsibilities or other special
situations as identified by Xxxxxxx.
1.74 QUALIFICATION/QUALIFIED
The activity and associated acceptance criteria directed at validating
the capability of a Repair Source to implement and apply a specific
Repair Process to accomplish a specific Component Repair.
Qualification (or Qualified) may also apply to the successful
demonstration and validation of a specific Repair Process(es),
regardless of Repair Source considerations.
1.75 QUALITY SYSTEM OR QUALITY
An established Authorized Maintenance Center program utilizing
recognized Quality procedures and policies which meet or exceed
Allison's requirements and the requirements of any regulatory body
having jurisdiction.
1.76 RECORDS
Documents including, but not limited to, Data Reports, Customer
directories, Maintenance Services, Component Repair, Qualification,
Development Plan, Product delivery history, quarterly summary reports,
payment and credit history, training, Modules and Parts inventory
status and usage, and AFA applications for Warranty, Policy, Campaigns
and OCP/SPP. Records must be retained either electronically or in
hard copy for six (6) years, or longer if required by a regulatory
body.
1.77 REGION OF RESPONSIBILITY
The geographic area and associated list of countries and/or
territories described in the Region of Responsibility Statement(s)
attached to this Agreement.
1.78 REMANUFACTURED ENGINES/MODULES
The Overhaul and conversion of an Engine/Module from one Product
application to another. Authorized Maintenance Centers must receive
Authorization prior to conversion from one Product application to
another. An example not Authorized is a T56 aircraft engine being
converted to an industrial engine. An example of an Authorized
conversion would be an upgrade of a Model 250 Series I to Series II
engine.
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1.79 REPAIR(S)
To make an Item Serviceable by replacing failed or damaged Modules or
Parts with new, used or Repaired Modules or Parts.
1.80 REPAIR PROCESS
Defined and fully documented sequence of events which, when properly
performed, result in restoring a Non-Serviceable Item to Serviceable
status. Proprietary or licensable sub-processes may or may not be
involved.
1.81 REPAIR SOURCE
Manufacturing process or facility source selected and Authorized to
perform Xxxxxxx approved Component Repair(s) utilizing an approved
Repair Process.
1.82 REPAIRED PART
A Part that has undergone Component Repair whereby the final Part is
Serviceable.
1.83 REQUEST FOR QUALIFICATION
Formal request submitted by an Authorized Maintenance Center to be
appointed as a Repair Source for Critical Repair. Specific format and
content of a Request for Qualification is more fully defined in the
Policy Manual.
1.84 SECOND LEVEL ENTITY
An organization or business structure which serves a second tier
distribution or marketing function and generally would be in conflict
with this Agreement.
1.85 SERVICE
An act of replenishment for the purpose of maintaining the inherent
design operating capability of an Item in compliance with Xxxxxxx
recommendations. Certain Service functions may be performed in a
non-shop atmosphere (Field Service). For the purpose of this
Agreement, Service is meant to denote work performed in the Authorized
Maintenance Center's Primary Premise or Branch Location(s).
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1.86 INDUSTRIAL ENGINE BULLETIN (IEB), INDUSTRIAL SERVICE
LETTER (ISL), OR INDUSTRIAL REPAIR INFORMATION LETTER (IRIL)
Documents issued by Xxxxxxx to provide Customers and Authorized
Maintenance Centers with information such as the following:
1. To discuss field problems and to highlight information in
existing documentation as well as detailing upcoming revisions
to published documents;
2. To notify Customers of interchangeable or Part numbers changes
which have no effect on aircraft or equipment safety,
performance, maintainability and reliability;
3. To provide preliminary information of a forthcoming Bulletin;
4. To notify Customers of available or forthcoming vendor
modifications; and
5. To notify Customers of changes in Part material finishes,
protective coatings, etc.
1.87 SERVICE PARTS DISTRIBUTION CENTER OR PARTS DISTRIBUTION CENTER
Xxxxxxx or its designated source(s) which distributes Items and other
hardware, accessories or equipment as directed and Authorized by
Xxxxxxx. Service Parts Distribution Center will operate under
contract to Xxxxxxx, and will not compete for Maintenance Services,
including Embodiment, as contemplated by this Agreement.
1.88 SERVICEABLE
Classification of a Module or Part, whether new, used or Repaired,
which in its current condition meets Xxxxxxx specifications and may be
used in a Maintenance Service function.
1.89 SHIP PROMISE DATE
The date on which Xxxxxxx plans to ship the ordered Products, Modules
and Parts. Typically, the Ship Promise Date equates to the order
acceptance date plus the published or quoted lead time for the
respective Product, Module or Part.
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1.90 SPARE ENGINE
An Engine sold by Xxxxxxx for purposes other than a new permanent
installation in OEM equipment. Authorized Maintenance Centers may
purchase a Spare Engine only for use as a lease, rental asset or Unit
Exchange and are not permitted to resell to Customers for new
installations except as specifically directed in writing by Xxxxxxx or
as permitted by the terms and conditions of the Agreement, including
the Product Statement(s) and/or Terms of Sale Statement(s). Spare
Engines cannot be procured for disassembly into Modules and Parts.
1.91 SOURCE INSPECTION
The final acceptance inspection of a Candidate Part undergoing
Critical Repair at the Repair Source.
1.92 SURCHARGE
A fee levied by Xxxxxxx and paid by the Authorized Maintenance Center
for a specific Module or Part, or a inventory level of Modules or
Parts when the Authorized Maintenance Center has not provisioned as
detailed in the Agreement, at an annualized level acceptable to
Xxxxxxx, but generally at least 75% of the dollar value attained by
multiplying the number of Events by the respective Event Kits.
Surcharge, at Allison's discretion, may be assessed at the end of a
calendar year assuming the expected dollar value cannot be determined
until that time. Surcharges will be debited to the Authorized
Maintenance Center.
1.93 SURPLUS (MODULES AND PARTS)
Modules and Parts inventory, as purchased directly from Xxxxxxx or
it's designee which is in excess of the Authorized Maintenance Center
needs pursuant to provisioning/inventory conference and the terms and
conditions of the Agreement and the Policy Manual.
1.94 TERMS OF SALE STATEMENT(S), (TSS)
Statements furnished by Xxxxxxx to the Authorized Maintenance Center
as an attachment to this Agreement setting forth the terms and other
provisions that apply to sale, distribution and/or marketing of Items,
as modified by Xxxxxxx through amended TSSs, revision sheets or in a
new and superseding TSS.
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1.95 TEST SPECIFICATIONS
Specifications developed and issued by Xxxxxxx which delineate
appropriate procedures and verification requirements with regard to
specific test standards applicable to Maintenance Services or
Component Repair.
1.96 TURNAROUND TIME (TAT)
The combined calendar days required to provide appropriate Maintenance
Services to make an Item Serviceable and to ship Item, excluding
Customer, Xxxxxxx, or Logistics Company initiated delays.
1.97 UNIT(S) EXCHANGE / EXCHANGE UNIT(S)
Modules, subassemblies or Parts in Serviceable condition and/or a
Spare Engine which are maintained in the inventory of the Authorized
Maintenance Center or an Authorized source's inventory for the purpose
of being available for substitution for Non-Serviceable Items owned or
operated by Customers when the Non-Serviceable Core is provided in
exchange.
1.98 WARRANTY(IES)
Statements issued by Xxxxxxx providing minimum performance assurances
for Items subject to governing Product design limitations and time
periods of coverage of Service or Repairs by Xxxxxxx.
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ARTICLE 2. REGION OF RESPONSIBILITY
2.1 AUTHORIZED MAINTENANCE CENTER PRIMARY PREMISE, BRANCH LOCATION(S), AND
MARKETING OFFICE(S) OVERVIEW
Xxxxxxx has selected independently owned and operated Authorized
Maintenance Centers operating from an approved Primary Premise, Branch
Location(s) and Marketing Office(s) to effectively provide Authorized
Maintenance Services and Embodiment functions to Customers.
2.2 AUTHORIZED MAINTENANCE CENTER'S RESPONSIBILITIES
Authorized Maintenance Center shall have a single Primary Premise and
other Branch Location(s), identified in the Primary Premise, Branch
Location(s) and Marketing Office(s) Statement as necessary to provide
satisfactory Customer support. All locations shall be satisfactory in
appearance, adequate in size, properly equipped for the conduct of the
specific Business Operation(s) contemplated at such Primary Premise
and/or Branch Location(s) and consistent with reasonable facilities
requirements defined within this Agreement and/or as outlined within
the Policy Manual.
Authorized Maintenance Center agrees not to change its Primary Premise
or Branch Location(s) or Marketing Office(s) or the specific Business
Operation(s) for which each is used without prior written approval by
Xxxxxxx and the execution of a new and superseding Primary Premise,
Branch Location(s) and Marketing Office(s) Statement.
Authorized Maintenance Center will conduct Business Operation(s) only
at the Primary Premise or Branch Location(s) identified within the
Primary Premise or Branch Location(s) or Marketing Office(s) Statement
as accepted by Xxxxxxx and attached to this Agreement. Authorized
Maintenance Center may not conduct Business Operations or maintain a
Primary Premise or Branch Location(s) outside its assigned Region of
Responsibility (see addendum section of the Agreement for specific
description of Regions of Responsibility).
Marketing Offices which are located outside the Region of
Responsibility may not maintain inventory of any Product, Module,
Part, or maintain any facility, plant, equipment or Ground Support
Equipment for performance of Maintenance Services, Component Repair
and/or for Over-the-Counter sales.
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Authorized Maintenance Center will not make any written or oral
arrangement(s) or agreement(s) to consign, bail or maintain an
inventory of Items or Ground Support Equipment outside their assigned
Region of Responsibility.
2.3 CHANGES IN AUTHORIZED MAINTENANCE CENTER PRIMARY PREMISE, BRANCH
LOCATION(S), MARKETING OFFICE(S) OR BUSINESS OPERATION(S)
If Authorized Maintenance Center proposes to change the location of
its Primary Premise, to change or add a Branch Location(s), to change
or add a Marketing Office, or to modify its Business Operations at any
location, Authorized Maintenance Center shall submit a written
proposal to the Authorized Maintenance Center Administrator sufficient
in detail to enable Xxxxxxx to evaluate the proposed change(s).
Xxxxxxx will discuss with Authorized Maintenance Center the extent to
which proposed change(s) may affect Authorized Maintenance Center's
ability to fulfill its responsibilities in its Region of
Responsibility as defined within this Agreement.
Any change in the Primary Premise, the Branch Location(s), the
Marketing Office(s), or the Business Operation(s) at any location by
Authorized Maintenance Center approved by Xxxxxxx will be reflected by
the execution of a new and superseding Primary Premise, Branch
Location(s) and Marketing Office(s) Statement.
Should an Authorized Maintenance Center close, eliminate and/or
significantly change the Business Operation(s) of its Primary Premise,
Branch Location(s) or Marketing Office(s) without the proper
disclosure of and prior written approval and Authorization of Xxxxxxx,
Xxxxxxx xxx initiate action to terminate this Agreement.
2.4 FIELD SERVICE OUTSIDE REGION OF RESPONSIBILITY
Authorized Maintenance Center is not required to perform Field Service.
Authorized Maintenance Center is required to provide Field Service to
correct a defect in material associated to a previously performed
Maintenance Service.
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ARTICLE 3. FACILITIES, EQUIPMENT AND CAPITAL REQUIREMENTS
3.1 OVERVIEW
Authorized Maintenance Center will demonstrate that its Primary
Premise and Branch Location(s) have the capability (facilities, plant,
equipment, tooling, and trained personnel, working capital and net
worth) to provide Maintenance Services in accordance with Customer
requirements and the terms and conditions of this Agreement. The
Authorized Maintenance Center Primary Premise and Branch Locations
will be evaluated annually by Xxxxxxx and may be audited, with respect
to any Xxxxxxx-related activities, at any time to assure compliance
with both Xxxxxxx and Customer requirements. Costs of such audits are
the responsibility of Xxxxxxx.
3.2 FACILITY REQUIREMENTS
3.2.1 PRIMARY PREMISE
Authorized Maintenance Center will maintain a single location which
will be regarded as the Primary Premise, as identified in the attached
Primary Premise, Branch Location(s) and Marketing Office(s) Statement,
and be capable of providing complete Business Operations. Specific
capabilities/functions which should be present at the Primary Premise
include but are not limited to: Service; Repair; Overhaul; inspection;
Component Repair; accessory Repair; component cleaning; nondestructive
testing; rotor balancing; shipping and receiving; Product testing per
Allison's correlated engines; Module testing; metallurgy laboratory;
training; certain technical publications; inventory of Modules and
Parts; Customer financial support; and lease/rental Products/Modules.
The Authorized Maintenance Center's Primary Premise location will make
available suitable office space and supporting office-related
facilities (less telecommunications expenses) for an Xxxxxxx Resident
Manager, at no cost to Xxxxxxx.
3.2.2 BRANCH LOCATION(S)
Authorized Maintenance Center may establish Branch Location(s) in
addition to a single Primary Premise in their assigned Region of
Responsibility, as identified in the attached Primary Premise, Branch
Location(s) and Marketing Office(s) Statement. The Branch Location(s)
may provide any combination of the capabilities/functions provided by
the Primary Premise; however, the Branch Location(s) will not replace
nor displace the responsibilities of the Primary Premise.
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3.2.3 MARKETING OFFICE(S)
Authorized Maintenance Center may establish Marketing Office(s)
anywhere deemed necessary by the Authorized Maintenance Center, as
identified in the attached Primary Premise, Branch Location(s) and
Marketing Office(s) Statement, to support the Product and Customers
(except as prohibited by applicable U.S. export control and other laws
and regulations). The Marketing Office(s) shall not inventory Items,
perform any Maintenance Services, Component Repair, technical support,
or any administrative functions contemplated within the Business
Operation(s) other than marketing and sales functions. The sole
purpose of a Marketing Office(s) is to market and promote Authorized
Maintenance Center's Primary Premise and Branch Location(s)
capabilities.
3.3 CAPITAL REQUIREMENTS
Authorized Maintenance Center shall maintain working capital and net
worth in sufficient amounts to enable Authorized Maintenance Center to
maintain Business Operations at the Primary Premise and any Branch
Location(s) to properly satisfy Customer expectations within the
Region of Responsibility consistent with the intent and purpose of
this Agreement.
3.4 EQUIPMENT AND CAPABILITIES
Authorized Maintenance Center must possess and maintain, or have
access to equipment and capabilities necessary to perform Maintenance
Services on the particular Product series as identified in the
applicable product statement(s). The specific equipment requirements
shall include as a minimum the following operations:
o Parts cleaning
o Fluorescent Penetrant Inspection (FPI)
o Nondestructive Test (NDT) inspection
o Flame metal spray
o Dimensional inspection
o Static/dynamic balancing
o Grinding
o Welding
o Accessory(ies) tests (oil, fuel, pneumatic systems)
o Fundamental electronics repair (soldering pin replacement,
etc.)
o Certain machining
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o Certain training
o Electrical systems diagnostic test (as applicable to the
Product)
o Engine test capability (Engine test cells must be correlated
per Xxxxxxx requirements and the Authorized Maintenance Center
must have test capability as a minimum at their Primary
Premise).
All equipment shall be maintained in good working order and operated
under the applicable Quality System, consistent with Xxxxxxx standards
and compliant with regulatory requirements within the respective
Region of Responsibility.
An Authorized Maintenance Center may support any Engine model for
which it has an Xxxxxxx-correlated Engine test stand. Each Authorized
Maintenance Center must declare the series of engines for which it
possesses capability at the beginning of each three year term. At
least one test stand, correlated to Xxxxxxx standards, must be present
at the Primary Premise.
Those Authorized Maintenance Centers without Xxxxxxx-correlated Engine
test stands to cover the Product series identified in the Product
Statement(s) must submit evidence of an Engine test cell utilization
agreement with another Authorized Maintenance Center who does have an
Xxxxxxx-correlated Engine test stand. The agreement(s) may not be
longer than eighteen (18) months in length, at which time the
Authorized Maintenance Center must have a correlated Engine test
capability or refrain from providing Maintenance Services on the
respective Engine series.
Xxxxxxx warranty and policy work, or other Xxxxxxx contracted Engine
work that requires an Engine test will be awarded only to those
Authorized Maintenance Centers who own an appropriate
Xxxxxxx-correlated Engine test stand for the model or series of Engine
involved.
Engine test stand correlations will be handled as follows:
1. The Authorized Maintenance Center requesting correlation will
be responsible for all costs associated with correlation.
2. The Authorized Maintenance Center requesting correlation will
supply the correlation Engine.
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3. The Authorized Maintenance Center will operate the test stand
with its Engines, obtaining relevant operating data. The
Engine and data will be forwarded to Xxxxxxx for a performance
run and associated cross-data evaluation.
4. An Authorized Maintenance Center with test stand(s) which are
already correlated will recorrelate when:
a.) It has reason to believe a correlation is necessary
to restore test stand accuracy.
OR
b.) Xxxxxxx demands a recorrelation because of Customer
complaints or concerns about a test stand and
associated Engine performance while operating on said
test stand
3.5 GROUND SUPPORT EQUIPMENT (GSE)
The Authorized Maintenance Center shall have adequate Parts and Ground
Support Equipment and recommended special tools as may be necessary to
enable Authorized Maintenance Center to fulfill their responsibilities
under this Agreement in addition to any tools needed to train
Authorized Maintenance Center personnel.
Authorized Maintenance Center will receive the necessary GSE technical
data to support Maintenance Services and Component Repair activities
upon execution of this Agreement. GSE drawings are Xxxxxxx
proprietary and will be subject to all rights or limitations specified
by Xxxxxxx.
3.6 TEST EQUIPMENT STANDS AND ADAPTERS
Authorized Maintenance Center shall develop and maintain Item test
facilities capable of testing the respective Products, Modules, and
Parts in accordance with the applicable Authorized Test Specifications
and the Policy Manual.
3.7 MULTI-ENGINE FACILITIES
If Authorized Maintenance Center provides Maintenance Services on
engines other than the Product(s), and if facilities, equipment or
associated capabilities are shared with non-Product lines, Authorized
Maintenance Center will ensure the Maintenance Services and Component
Repairs performed on Items are not penalized with respect to
non-Product costs, including direct labor, indirect labor, and
material or labor related burden(s).
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3.8 LEASE AND RENTAL ASSETS
Authorized Maintenance Center may establish a lease/rental asset pool.
The quantity of lease/rental Products/Modules will be consistent with
the Customer and market requirements and subject to Allison's review
and approval. Xxxxxxx reserves the right to suggest additional
lease/rental assets be held by Authorized Maintenance Center. Should
Authorized Maintenance Center choose not to hold a quantity of
lease/rental assets that Xxxxxxx feels is necessary, Xxxxxxx reserves
the right to utilize a third party to hold the assets. Disposal,
usage and/or sale of lease/rental assets shall be consistent with the
instructions outlined in the Policy Manual. Certain lease or rental
assets may be used on an exchange basis as Exchange Units in
conjunction with Maintenance Services. Authorized Maintenance Center
ownership and use of lease/rental Products or Modules and Unit
Exchanges does not negate the implied Component Repair aspects of this
Agreement. Specifically, both Book Repairs and Critical Repairs of
these items must remain totally compliant with the terms and
conditions of this Agreement.
3.9 REMANUFACTURED ENGINES/MODULES
The Authorized Maintenance Center may Remanufacture Engines/Modules
within the same Engine series. The Remanufactured Engine/Module must
retain its original serial number and build configuration (an
Authorized Maintenance Center may not produce its own nameplate). The
Authorized Maintenance Center may only remanufacture an Engine to
convert or generate a different Engine series. The Authorized
Maintenance Center may not change from one Product application to
another (from aircraft application to industrial application or visa
versa) without prior Xxxxxxx Authorization.
3.10 RIGHT TO PURCHASE DISPLACED PRODUCTS
If Authorized Maintenance Center provides maintenance services on
engines other than the Product(s), and if Authorized Maintenance
Center displaces Products from an OEM application as a result of a
retrofit to non-Xxxxxxx engines, then the Authorized Maintenance
Center must offer Xxxxxxx the first option to purchase of such
displaced products at the current surplus market value or at a
bonified offer price.
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ARTICLE 4. XXXXXXX RESPONSIBILITIES
4.1 OVERVIEW
The purpose of this Article is to define the overall responsibilities
of Xxxxxxx with regard to the Authorized Maintenance Center network.
This Article addresses certain terms and conditions regarding Items;
certain administrative functions; Xxxxxxx field representation;
accident investigation; training; technical representation;
promotions; and evaluation of Authorized Maintenance Center.
4.2 PRODUCTS, MODULES AND PARTS AVAILABLE TO AUTHORIZED MAINTENANCE CENTER
Xxxxxxx has furnished Authorized Maintenance Center with a Products
Statement(s) and a Modules and Parts Statement(s) as attachments to
this Agreement, identifying the Items available for purchase by
Authorized Maintenance Center. Xxxxxxx xxx change either Statement by
furnishing Authorized Maintenance Center a superseding Statement.
4.2.1 AUTHORIZED MAINTENANCE CENTER'S ORDERS FOR PRODUCTS, MODULES AND PARTS
Authorized Maintenance Center may cancel or modify purchase orders in
accordance with terms and conditions set forth in the respective Terms
of Sale Statement(s) attached to this Agreement, Article 8 of this
Agreement, the Policy Manual or the Products, Modules and Parts Price
List. Purchase orders from Authorized Maintenance Center are not
binding until accepted and acknowledged by Xxxxxxx.
Acknowledgment of Authorized Maintenance Center's orders by Xxxxxxx
shall state the price of Items and the Ship Promise Date.
Xxxxxxx or its designated source(s) will endeavor to distribute Items
in a fair and equitable manner. If production capacity of Allison's
manufacturing sources or its designated sources are insufficient at
any time to meet the demand for Items, Xxxxxxx shall exercise its
business judgment in determining which orders to accept based upon the
overall worldwide demand, Authorized Maintenance Center requirements,
individual Customer requirements and other specific business
situations.
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4.2.2 EXCUSABLE DELAY OR FAILURE TO FILL ORDERS OR ACCEPT SHIPMENT
Neither Xxxxxxx or its designated source(s) will be liable for delays
or failure to ship Items ordered by Authorized Maintenance Center, and
Authorized Maintenance Center will not be liable for delays or failure
to accept delivery, where such delay or failure is caused, in whole or
in part, by:
(a) Any strike or labor trouble in Authorized Maintenance Center's
Primary Premise or Branch Location(s) or in the facilities of
Xxxxxxx, its affiliated companies or designated sources, or
any suppliers;
(b) Any shortage or curtailment of utilities, materials,
transportation or labor or any shortage or damage to
productive facilities;
(c) Any act of government, including the enactment of laws or
regulations or issuance of judicial or administrative
injunctions or orders;
(d) Discontinuance of manufacture or sale by Xxxxxxx; and
(e) Any cause beyond the control or without the fault or
negligence of Xxxxxxx or its designated source(s) or
Authorized Maintenance Center.
4.2.3 CHANGES IN OR DISCONTINUANCE OF PRODUCTS, MODULES AND PARTS
With the exception of Items required to fill accepted orders, and/or
to meet Allison's contractual obligations, Xxxxxxx or its suppliers
may discontinue any Item at any time without notice and without
incurring any obligation to Authorized Maintenance Center and/or as
noted in the Products Statement or Modules and Parts Statement.
Xxxxxxx or its suppliers may change the design or specifications of
any Item at any time without notice and without incurring any
obligation to Authorized Maintenance Center, including any obligation
to make a similar change to any Item previously sold to Authorized
Maintenance Center or ordered by Authorized Maintenance Center and not
yet shipped except for "must conform" changes as directed by an
Authorized Campaign.
AMC shall have the right to purchase and/or manufacture a part when
Xxxxxxx notifies AMC it no longer intends to supply part.
4.3 COMPONENT REPAIR
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To ensure the Products remain successful and viable in the
marketplace, Xxxxxxx will participate in and support Component Repair
activity for the Products during the term of this Agreement. This
participation will be designed to assist in reducing the Customer's
Direct Maintenance/Operating Cost (DMC/DOC).
Xxxxxxx and the Authorized Maintenance Center mutually agree to
disallow those Grandfather Component Repairs which are found to be
unsafe. Grandfather Component Repairs, for non-Restricted Candidate
Parts, which are based on proven technical data and have demonstrated
reliable Product experience, will be allowed per the terms of this
Agreement.
All new and Grandfather Component Repairs, developed and applied to
Restricted Candidate Parts, must be Authorized by Xxxxxxx, per this
Agreement.
4.4 TECHNICAL AND ENGINEERING ASSISTANCE
As required, Xxxxxxx will furnish technical and engineering consulting
services to Authorized Maintenance Center. The cost(s) of such
technical and engineering services, if provided by Xxxxxxx, will be
paid by Authorized Maintenance Center. Any associated costs,
including but not limited to, travel, test, engineering, research and
other ancillary expenses will be invoiced by Xxxxxxx to the Authorized
Maintenance Center. Xxxxxxx will submit an invoice in the amount of
its cost(s) of technical and engineering services provided, as well as
any equipment supplied, if technical, and engineering service or
equipment is specifically requested by Authorized Maintenance Center.
Xxxxxxx will provide an advance quotation detailing rates and any
applicable additional cost upon receipt of a written request for
technical, and engineering or equipment assistance from the Authorized
Maintenance Center.
4.5 ADVERTISING PROGRAMS AND MARKETING/PROMOTION MATERIALS
Xxxxxxx xxx conduct general advertising programs to promote the Items
and Maintenance Service capabilities including Embodiment functions of
the Authorized Maintenance Center network for the mutual benefit of
the Authorized Maintenance Centers and Xxxxxxx. Advertising focus on
specific features, benefits, Items or specific aspects of the
Authorized Maintenance Center network is solely at Allison's
discretion. Unless general in nature, references to a specific
Authorized Maintenance Center will be reviewed with the respective
Authorized Maintenance Center prior to publication.
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Certain advertising aids, promotional aids, marketing aids and
marketing/sales campaign materials may occasionally be offered to the
Authorized Maintenance Centers by Xxxxxxx.
4.6 EVALUATION OF AUTHORIZED MAINTENANCE CENTER BUSINESS OPERATION(S)
Evaluation of Authorized Maintenance Center's performance with regard
to its Business Operation(s) will be based upon standards established
by Xxxxxxx. Such standards shall give consideration to business
forecasts, inventory planning and provisioning, Event and Event Kit
forecasting, economic conditions, OEM activity, OEM outlet activity,
Customer activity, as well as Records of the marketing and sale of
Maintenance Services and related support activities and associated
Embodiment of relevant Modules and Parts.
In evaluating Authorized Maintenance Center's performance, Xxxxxxx
will evaluate the overall business and economic conditions, the
availability and delivery of Products, Modules and Parts, as well as
the trend over a reasonable period of time of Authorized Maintenance
Center's overall Business Operation(s) performance under the terms and
conditions of this Agreement.
Every twelve (12) to twenty four (24) months Xxxxxxx will evaluate
Authorized Maintenance Center's performance of its Maintenance
Services and Component Repair functions in such areas as adequacy of
facilities, tools, equipment, management, personnel, quality of
workmanship, reliability of Repairs, the manner in which Authorized
Maintenance Center performs its Maintenance Services, Module and Parts
forecasting, Module and Parts inventory, working capital, net worth,
technical expertise, Customer satisfaction, Warranty and Policy
administration, and technical/engineering expertise relative to
Component Repair.
Performance and Assessment Evaluation Reports will be prepared by
Xxxxxxx within thirty (30) calendar days of the audit and will be
furnished to and discussed with Authorized Maintenance Center. The
Report will identify any action required to be taken by Authorized
Maintenance Center, if necessary, to achieve satisfactory, overall
performance within the appropriate time frame for compliance.
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Written comments provided by Authorized Maintenance Center to Xxxxxxx
concerning such Performance and Assessment Evaluation Report will
become a part of the Xxxxxxx Report. Action necessary to correct any
deficiencies will be implemented by the Authorized Maintenance Center
consistent with the corrective action program(s) as identified by
Xxxxxxx.
Xxxxxxx xxx perform an audit of the Authorized Maintenance Center with
at least one (1) business day notice.
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ARTICLE 5. AUTHORIZED MAINTENANCE CENTER RESPONSIBILITIES
5.1 OVERVIEW
The purpose of this Article is to define the overall responsibilities
of Authorized Maintenance Center as intended by this Agreement. This
Article is further supplemented by the Policy Manual.
5.2 MAINTENANCE PHILOSOPHY
Authorized Maintenance Center shall provide Maintenance Services
consistent with the requirements of Customers operating in its Region
of Responsibility and the terms and conditions of this Agreement.
5.3 SERVICE OF PRODUCTS, MODULES AND PARTS
Authorized Maintenance Center shall establish and maintain the
capability to Service Items in accordance with procedures and
specifications established within the Illustrated Parts Catalog,
Operations Manual, Operation and Maintenance Manual, Overhaul Manual,
Policy Manual and any applicable letter or Bulletins.
5.4 REPAIR OF PRODUCTS AND MODULES
Authorized Maintenance Center shall establish and maintain the
capability and capacity to Repair Products and Modules within thirty
(30) calendar days after delivery of first commercial OEM application
utilizing the respective series of Product, Module or Part, or as
agreed in writing by Xxxxxxx. Said capability and capacity shall be
in accordance with procedures developed by Xxxxxxx and/or approved by
Xxxxxxx and appearing in the applicable provisions of the Agreement,
Overhaul Manual(s), Operations Manual(s), Engine Maintenance Manual,
Component Maintenance Manual(s), Policy Manual, the appropriate IEBs,
ILS's, and IRIL's. As applicable, Xxxxxxx will provide the Authorized
Maintenance Center with Manual(s) and Bulletin(s) drafts prior to or
at the time of publication.
5.5 OVERHAUL OF PRODUCTS AND MODULES
Authorized Maintenance Center shall establish and maintain the
capability to Overhaul Items within thirty (30) calendar days after
delivery of first commercial OEM application utilizing the respective
Item, or as agreed in writing by Xxxxxxx. Said capability shall be in
accordance with procedures and specifications set forth in Policy
Manual, Overhaul Manual, Engine Maintenance Manual, Component
Maintenance
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Manual(s), Critical Repair Manual, Operations Manual, appropriate
revisions and any applicable Bulletins. As applicable, Xxxxxxx will
provide the Authorized Maintenance Center with Manual(s) and
Bulletin(s) drafts prior to or at the time of publication.
The minimum Overhaul capability will be sufficient to meet or exceed
the Customer's requirements within Authorized Maintenance Center's
Region of Responsibility. Certain Overhaul activities may be
subcontracted to third parties consistent with the appropriate
conditions as detailed within the Policy Manual, Overhaul Manual,
Operations Manual, Engine Maintenance Manual, Critical Repair Manual
and the CRP.
5.6 AUTHORIZED MAINTENANCE CENTER LOCATIONS
Concurrent with the execution of this Agreement, Authorized
Maintenance Center and Xxxxxxx have executed a Primary Premise, Branch
Location(s) and Marketing Office(s) Statement which identifies the
Authorized Maintenance Center locations and premises, whether they are
owned or leased, and the purposes for which each of such premises
shall be used. Authorized Maintenance Center agrees not to change the
premises or the purposes for which each is used without the prior
written approval of Xxxxxxx, and the execution of a new and
superseding Primary Premise, Branch Location(s) and Marketing
Office(s) Statement. Authorized Maintenance Center will not conduct
any of its Business Operations, under this Agreement, at locations,
other than those identified in the Primary Premise, Branch Location(s)
and Marketing Office(s) Statement, without the prior written approval
of Xxxxxxx.
5.7 CUSTOMER SUPPORT RESPONSIBILITY
In fulfilling its responsibilities as contemplated by this Agreement,
Authorized Maintenance Center will be responsible for conforming to
the policies and procedures established in the Policy Manual,
Bulletins and to the requirements of any government agency having
jurisdiction over Authorized Maintenance Center and its Business
Operations.
In compliance with the purpose, objectives and terms and conditions of
this Agreement, Authorized Maintenance Center shall be responsible for
providing Maintenance Services to Customers operating in its Region of
Responsibility utilizing only Authorized Items.
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Authorized Maintenance Center's responsibility for Maintenance
Services on Items shall include, without limitation, performance of or
providing Business Operations which are structured to accomplish the
following:
o Service, Repair and Overhaul of Products, Modules and/or Parts
within the Primary Premise and/or Branch Location(s)
o Component Repair at the Primary Premise and/or Branch
Location(s)
o Inventory of Modules and Parts consistent with forecasted
Events/Event Kits
o Embodiment of Modules and Parts
o Repairs covered under Warranty
o Repairs covered under OCP/SPP
o Lease/Rental Assets
o Field Service Support
5.8 CUSTOMER SUPPORT STANDARDS
Authorized Maintenance Center shall perform its Customer support
responsibilities under this Agreement in a good and workmanlike manner
and in accordance with: 1) applicable provisions of the Policy Manual,
2) applicable provisions of the Manuals, technical data and Bulletins,
3) any applicable requirements of government authorities, 4) any
specific unique instructions for a particular Maintenance Services
function that may be furnished to Authorized Maintenance Center by
Xxxxxxx, 5) the policies of the applicable industry standards, 6)
representation of the Marks, and 7) consistent with the expressed
terms and conditions of this Agreement.
5.9 MODULES AND PARTS
Authorized Maintenance Center is expected to maintain an adequate
inventory of Authorized Modules and Parts for its use in Embodiment
during Maintenance Services and support of its over-the-counter sales
function. Use of Non-Authorized parts supplied directly or indirectly
by the Customer to the Authorized Maintenance Center will not be cause
for termination. The Authorized Maintenance Center must advise the
Customer that Xxxxxxx does not warrant those Non-Authorized parts used
during an overhaul or repair. Inventory levels will be based upon
expected usage volumes consistent with the Product population, Product
operating profiles, expected Events and associated Event Kits for
those Customers in its assigned Region of
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Responsibility, as well as those Customers for which the Authorized
Maintenance Center provides Maintenance Services outside its Region of
Responsibility.
Inventory levels necessary to support Customer requirements are
further detailed in the Agreement and the Policy Manual.
5.10 COMPONENT REPAIRS
The Authorized Maintenance Center must establish and maintain, as a
minimum, the capability to accomplish Book Repairs. Additionally, the
Authorized Maintenance Center is expected to support Allison's
initiatives and activities relating to Component Repair.
The Authorized Maintenance Center is required to submit a list of all
proposed Grandfather Component Repairs no later than six (6) months
following the effective date of this Agreement. The submittal list
format and content will be adequate as to define the basic process
scope and concept.
All new or Grandfather Component Repairs for Restricted Candidate
Parts, Embodied or represented to the Customer as Xxxxxxx approved
must be Authorized by Xxxxxxx in accordance with the Agreement.
No Component Repairs may be represented as Xxxxxxx approved unless
specifically Authorized by Xxxxxxx.
The Authorized Maintenance Center may only Embody those Restricted
Candidate Parts which were Repaired by an Xxxxxxx Authorized process
and source.
5.11 ADMINISTRATION
5.11.1 SALES PROMOTION STANDARDS
Authorized Maintenance Center will at all times maintain the highest
ethical standards regarding the advertising and promotion of its
Business Operations. Authorized Maintenance Center will not publish,
cause to be published, or approve any advertising related to its
Business Operations, Primary Premise, Branch Location(s), Marketing
Office(s), any Item, associated Maintenance Services nor Component
Repair which misleads, deceives or misinforms prospective Customers
and the general public.
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5.11.2 CHARGES FOR REWORK
Authorized Maintenance Center will not charge Customers for rework
Maintenance Services or Field Service to correct improperly performed
Maintenance Services or Component Repair (defect in material or
workmanship as supplied directly by or contracted by the Authorized
Maintenance Center, e.g., not a new Part or new Module) previously
performed by that Authorized Maintenance Center. Should previously
performed Maintenance Services require rework for defect in material
or workmanship correction, Authorized Maintenance Center will make
appropriate adjustments due the Customer or Xxxxxxx (in the event it
was a Warranty or OCP/SPP related Maintenance Service).
5.11.3 MARKETING AND SALES ORGANIZATIONS
Authorized Maintenance Center shall establish and maintain marketing
and sales organization(s) that include adequate, qualified staff of
appropriate management and personnel to enable Authorized Maintenance
Center to effectively fulfill its Business Operation(s) within its
Region of Responsibility.
5.11.4 MAINTENANCE SERVICES ORGANIZATION
Authorized Maintenance Center shall organize and maintain a complete
Maintenance Services organization, including adequate numbers of
competent, Xxxxxxx trained managers, technicians and personnel to
fulfill the Service, Repair, Overhaul and Component Repair
obligations, consistent with the Customer's maintenance philosophy,
Item populations, Product usage within its Region of Responsibility
and the Authorized Maintenance Center overall Business Operations
strategy(s).
5.11.5 INVOICING
Authorized Maintenance Center will provide Customers with invoices
covering the details of any and all Maintenance Services or Component
Repair performed or supplied on Customer's Items. Invoice detail
required to be supplied to Xxxxxxx must include at least the
following:
o New Modules or Parts
o Repaired Modules or Parts
o Used Modules or Parts
o Labor
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o Fuel and Oil
o Outside Services
o Miscellaneous
o Warranty Adjustment (if Applicable)
o OCP/SPP Adjustment (if Applicable)
To the extent possible, all serialized and traceable Items will be
identified by serial number or the appropriate controlling number(s)
on all invoices. Invoice details will be required to be submitted to
Xxxxxxx for all AFA claims and/or OCP/SPP work performed as detailed
in the Policy Manual. Should Xxxxxxx develop a standardized invoice
format, Authorized Maintenance Center will undertake to utilize the
standardized invoice for Customer transactions. To the extent
capability exists, invoices will be generated electronically within
the EDI network. Customer invoice detail supplied to Xxxxxxx by
Authorized Maintenance Center, in accordance with the terms of this
Article, will not be revealed to any other Authorized Maintenance
Center. Collection of invoice detail by Xxxxxxx is for support of the
AFA process and to optimize the customer data base. It is not
Allison's intention to utilize invoice detail in an effort to compete
with the Authorized Maintenance Center.
5.11.6 CUSTOMER SUPPORT PERFORMANCE REQUIREMENTS
In fulfilling its Customer Support responsibilities under this
Agreement, Authorized Maintenance Center will be responsible for
conforming to the policies and procedures established in the Policy
Manual and to the requirements of any regulatory agency having
jurisdiction over Authorized Maintenance Center.
In furtherance of the purposes and objectives of this Agreement,
Authorized Maintenance Center shall be responsible for providing
prompt, efficient and courteous Customer support to Owners and
Operators of Products. Authorized Maintenance Center's Customer
support responsibilities shall include performance of Services as
described in the applicable Policy Manual. Authorized Maintenance
Center's responsibility for Product support on all Products shall
include, without limitation, performance of the following obligations.
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5.11.6.1 ADJUSTMENTS - WARRANTY, POLICY, CAMPAIGN AND SPECIAL PROGRAMS
Authorized Maintenance Center will deliver or have delivered a
copy or copies of the applicable Product Warranties and will
fully explain or have explained the provisions thereof to each
Customer to whom an Item is delivered in the Region of
Responsibility.
Authorized Maintenance Center will perform, in accordance with
the applicable provisions of the Policy Manual, or Bulletins
furnished by Xxxxxxx to Authorized Maintenance Center, (a)
Warranty Repairs on Products and Parts qualifying under the
provisions of any Warranty furnished thereon by Xxxxxxx and (b)
Policy adjustments approved by Xxxxxxx, and (c) Campaign
inspections and corrections directed by Xxxxxxx to which
Authorized Maintenance Center has met the engine test criteria.
For Authorized Maintenance Center's performance of (a), (b) and
(c) above, Xxxxxxx will either provide or pay Authorized
Maintenance Center for Items and labor. Such payment for Items
and labor will be made in accordance with applicable provisions
of the Policy Manual. Authorized Maintenance Center will not
charge any Customer for Services performed by Authorized
Maintenance Center for which Authorized Maintenance Center will
be reimbursed by Xxxxxxx.
5.11.6.2 MAINTENANCE SERVICE
Authorized Maintenance Center shall provide prompt, efficient and
courteous Maintenance Services to Customers located in its Region
of Responsibility. Authorized Maintenance Center will provide
their Customers with itemized invoices covering the details of
the Maintenance Services performed.
5.11.6.3 OVERHAUL SERVICE
Authorized Maintenance Center will establish and maintain a
capability for Overhauling Products, Modules and Parts in
accordance with the procedures and specifications set forth in
the Xxxxxxx Overhaul Manuals.
5.9.11.4 REWORK OF PARTS
Authorized Maintenance Center shall establish and maintain a
capability to rework Parts using equipment and procedures
recommended in the applicable provisions of the Overhaul Manual
and Operations (and Maintenance) Manual.
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5.11.6.5 UNIT EXCHANGE PROGRAM
Authorized Maintenance Center shall develop a Unit Exchange
program which will adequately support the requirements of
Customers within Authorized Maintenance Center's Region of
Responsibility. The inventory levels will be mutually agreed
upon between Xxxxxxx and Authorized Maintenance Center,
consistent with Authorized Maintenance Center's Customers within
the Region of Responsibility, Events, Event Kits, Modules and
Parts forecast, this Agreement, Authorized Maintenance Center
Repair TAT, actual Customer's Item usage patterns, the Authorized
Maintenance Center's involvement in Component Repair and the
applicable provisions outlined in the Policy Manual. Annual
updates will reflect adjustment of succeeding annual forecast
levels based on past Module and Parts' actual usage levels,
economic conditions and other significant business factors.
5.11.6.6 FIELD SERVICE
Authorized Maintenance Center is not required to provide Field
Service, except for those instances where a Field Service action
is required to correct a defect in material or workmanship
associated to a previously performed Maintenance Service by the
Authorized Maintenance Center.
5.11.7 CUSTOMER TECHNICAL ASSISTANCE
Upon request by Xxxxxxx, Authorized Maintenance Center will
provide assistance for accident investigations, and other
instances in which Authorized Maintenance Center may have had
involvement.
Authorized Maintenance Center is responsible for providing
technical assistance to all Customers in its Region of
Responsibility, as well as technical assistance for any Items on
which the Authorized Maintenance Center previously performed
Maintenance Services.
5.11.8 CUSTOMER COMPLAINTS
Authorized Maintenance Center will receive, investigate and
handle complaints from Customers with the overall objective to
secure and maintain the goodwill of the Customer and of the
general public toward Authorized Maintenance Center, Xxxxxxx and
the Products. Complaints which are not directly attributed to
the work performed or to be performed by Authorized Maintenance
Center or which cannot be readily
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remedied by Authorized Maintenance Center or frequent complaints
concerning the same problem shall be promptly identified along
with relevant factual information and reported to the Xxxxxxx
Authorized Maintenance Center Administrator.
5.11.9 RECORDS
5.11.9.1 CUSTOMER RECORDS
Authorized Maintenance Center shall establish and maintain a
complete directory of all Customer's Maintenance Services,
Component Repair history and delivery history Record(s) on each
Item handled in any fashion by Authorized Maintenance Center.
Customer Records will be a part of the EDI network when
economically feasible. Updates to Customer Records will be made
electronically, if possible, and submitted regularly to Xxxxxxx
via Data Reports in accordance with the terms of Policy Manual.
The Data Report will be used for Event reporting. Events include
Over-the-Counter Part sales, Engine or Module buildup or teardown
and Maintenance Service action pertaining to any Part. A Data
Report information and training program will be provided by
Xxxxxxx. Record updates will be made in a timely manner.
5.11.9.2 QUARTERLY SUMMARY REPORTS
Authorized Maintenance Center shall xxxxxxx Xxxxxxx with
quarterly summary reports of the Customer Records as detailed in
this Agreement within thirty (30) calendar days after the end of
each calendar quarter. Summary reports should be submitted
electronically if possible. Authorized Maintenance Center will
permit Xxxxxxx to inspect any and all Xxxxxxx-related Records at
reasonable times and to make copies thereof at Allison's expense
should the copy process become voluminous. Xxxxxxx reserves the
right to cancel this requirement if records as reported by
5.11.9.1 of this agreement are timely and accurate.
5.11.9.3 WARRANTY(IES) RECORDS
Authorized Maintenance Center shall prepare, retain and keep
up-to-date Records, both in an EDI format and in hard copy, of
all applications for Warranty(ies), Policy, Campaigns,
Maintenance Services, Component Repair and Embodiment of Modules
and Parts and other work performed under Policy adjustments,
payments or Credits made to Authorized Maintenance Center by
Xxxxxxx.
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Hard copy and electronic Records of discounts, allowances,
incentives, refunds or Credits under any Product program at the
Authorized Maintenance Center will be retained for a period of
six (6) years, or longer if required by a regulatory agency.
5.11.9.4 TRAINING
Records of Products training by the Authorized Maintenance Center
shall be in accordance with policies and instructions outlined in
the Policy Manual.
5.11.9.5 EXAMINATION OF ACCOUNTS AND RECORDS
Authorized representatives of Xxxxxxx xxx audit, examine,
reproduce and make copies of any account and/or Record required
to be maintained by Authorized Maintenance Center under this
Agreement. Audits and examinations, to the extent possible, will
be conducted at the Authorized Maintenance Center's Primary
Premise during regular business hours. Authorized Maintenance
Center will be furnished a list of any Records reproduced by the
Xxxxxxx representative(s).
5.11.9.6 CONFIDENTIALITY OF AUTHORIZED MAINTENANCE CENTER'S ACCOUNTS,
RECORDS OR DATA
Xxxxxxx will not furnish or otherwise disclose any account,
Record or data provided to Xxxxxxx by Authorized Maintenance
Center to any third party unless authorized in writing by
Authorized Maintenance Center or required by law, or pertinent to
judicial or government administrative proceedings and
specifically directed by applicable judicial orders, other legal
proceedings, or unless specifically addressed within this
Agreement or the Policy Manual.
5.11.9.7 RECORD COPIES
In the event of termination of this Agreement, Xxxxxxx shall have
the right to make and retain complete copies of Records.
Expenses incurred to copy material will be billed to Xxxxxxx.
Xxxxxxx xxx utilize the Records/data as deemed necessary to
support the Products. Record copies kept by Xxxxxxx xxx be in
electronic form, hard copy or both.
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5.12 WARRANTY(IES), POLICY, CAMPAIGNS, SPECIAL PROGRAMS AND OCP/SPP
Authorized Maintenance Center will provide a copy(s) of the
applicable Product, Module, or Part Warranty(ies), if applicable,
and will fully explain the provisions to each Customer, who
purchases an Over-the-Counter Part as well as for whom a new
Serviceable or Repaired Module or Part is Embodied within a
Maintenance Services or Component Repair.
Authorized Maintenance Center will perform, in accordance with
the applicable provisions of the Policy Manual and Bulletins
provided by Xxxxxxx to Authorized Maintenance Center, (a)
Service, Repair and/or Component Repair on all Items qualifying
under the provisions of any Warranty(ies) furnished thereon by
Xxxxxxx, (b) special Policy adjustments approved by Xxxxxxx, (c)
Campaign inspections and corrections identified, Authorized and
directed by Xxxxxxx, (d) special programs approved or Authorized
by Xxxxxxx and (e) any Service, Repair or Overhaul function
conducted under an OCP/SPP related contract between Xxxxxxx and
the Authorized Maintenance Center.
For Authorized Maintenance Center's performance of (a), (b), (c),
(d) and (e) above, Xxxxxxx will either provide replacement
Modules or Parts or compensate Authorized Maintenance Center for
use of their inventory or the handling of Xxxxxxx consigned
inventory per the terms and conditions of this Agreement and/or
the Policy Manual.
Authorized Maintenance Center will review with Xxxxxxx the
planned charges for a Customer for any Module, Part, labor,
Maintenance Service or Component Repair performed by Authorized
Maintenance Center for which Authorized Maintenance Center
intends, plans for and/or is reimbursed by Xxxxxxx. If
reimbursement occurs after a Customer has been charged,
Authorized Maintenance Center will provide to the Customer a
Credit for the total amount received.
5.13 MARKET AND SALES FORECAST/USAGE
Xxxxxxx and Authorized Maintenance Center will jointly identify
overall Module and Parts forecast requirements during inventory
planning and provisioning conferences between the individual
Authorized Maintenance Center and Xxxxxxx. Regional Product
populations, fleet size(s), monthly usage profiles, Customer Item
provisioning data, expected over-the-counter sales data, Event
and Event Kit data and other Customer information will be
utilized to best identify the overall forecast requirements.
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The world forecast will be adjusted to reflect the regional data
and allocated based on projected and actual usage data to the
Authorized Maintenance Center. The Authorized Maintenance
Center's requirements for new and Repaired Modules and Parts and
any other worldwide opportunities being directly pursued will be
evaluated. The Authorized Maintenance Center's Unit Exchange and
lease/rental programs will also be factored into the forecast.
Forecast reviews will be conducted as required, and whenever
possible, teleconferences will be utilized to help reduce
administrative cost.
Authorized Maintenance Center will also xxxxxxx Xxxxxxx with
accurate information about Authorized Maintenance Center's
Maintenance Services and Component Repairs and sales, through
either Embodiment or Over-the-Counter sales of new and used
Repaired Items when requested by Xxxxxxx.
5.14 RELATIONSHIPS WITH ORIGINAL EQUIPMENT MANUFACTURERS
Since harmonious relationships between Authorized Maintenance
Center and Original Equipment Manufacturers' branch, distributor
or dealer outlets (herein called OEM outlets) enhance Authorized
Maintenance Center's Business Operations and associated
opportunities, as well as the goodwill of the Customer toward
Products incorporated in equipment produced, distributed or
maintained by the OEM outlets, Authorized Maintenance Center
shall (a) establish regular contact and provide satisfactory
Maintenance Services and Component Repair in support of OEM
outlets; (b) advise Xxxxxxx Authorized Maintenance Center
Administrator of contacts; (c) promptly identify and submit to
Xxxxxxx all facts pertaining to any differences that may arise
between Authorized Maintenance Center and any OEM outlet
involving an Item; and (d) promptly identify and submit to
Xxxxxxx all facts pertaining to OEM outlet use or representation
of any Non-Authorized Item being used on an Authorized Item.
Authorized Maintenance Center is responsible for negotiating
direct with an OEM for any work outside of Warranty(ies) or
OCP/SPP.
5.15 DISPOSITION OF PRODUCTS, MODULES AND PARTS CORES
Authorized Maintenance Center will comply with Allison's
disposition instructions on Items acquired by Authorized
Maintenance Center as a result of performing Warranty(ies),
Maintenance Services, OCP/SPP Maintenance Services, Xxxxxxx
directed Component Repair, special Policy adjustments, and
Campaign
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inspections/corrections/replacement and/or Exchange Credits.
Refer to the Policy Manual for Core shipment instructions.
In the absence of instructions, the Authorized Maintenance Center
will hold all Xxxxxxx Cores for a period of two (2) years in
secured storage, up to a maximum of 2000 cubic feet, free of
charge to Xxxxxxx, itemized by Module or Part number, the serial
number if applicable, and any other established traceability
standard. At the end of the two (2) year secured storage period,
Authorized Maintenance Center may dispose of Cores only after
written notification to Xxxxxxx identifying the applicable Cores
by quantity, Module or Part number, serial number or any other
established traceability standard. Such notice must be provided
sixty (60) calendar days prior to Cores disposal. Upon receipt of
notice to dispose, Xxxxxxx xxx provide Authorized Maintenance
Center information about appropriate disposal. Core disposal is
more fully detailed the Policy Manual. Authorized Maintenance
Center accepts all shrinkage, loss and/or damage to said cores
while cores are in its possession.
5.16 TRAINING
Training for Authorized Maintenance Center personnel shall be
provided at the Xxxxxxx Training School in Indianapolis or at an
Xxxxxxx Authorized Training School located other than in
Indianapolis. Authorized Maintenance Center shall be responsible
for all related tuition, travel costs and subsistence expenses
for the students attending class in Indianapolis.
Authorized Maintenance Center shall establish and maintain
internal training programs for its personnel. Authorized
Maintenance Center internal training program(s) shall be subject
to periodic evaluation, review, and approval by Xxxxxxx. Course
material, as available from Xxxxxxx, xxx be provided for a charge
to Authorized Maintenance Center for internal course preparation
and course delivery. Course material may not be reproduced or
copied for any reason except as specifically permitted by the
relevant Xxxxxxx document(s) or as Authorized by Xxxxxxx.
Authorized Maintenance Centers may perform training specific to a
particular Customer's Item while Item is at the Primary Premise
and/or Branch Location(s) undergoing Maintenance Services.
Training programs will be consistent with Xxxxxxx requirements,
and the Authorized Maintenance Center generally may not charge
fees for such Customer training unless agreed to previously in
writing by Xxxxxxx. Criteria
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to be taken into account by Xxxxxxx includes Customer location,
Product diversification and other unique Customer situations.
5.17 FINANCIAL INFORMATION
Authorized Maintenance Center shall provide to the Authorized
Maintenance Center Administrator, in accordance with instructions
in the Policy Manual, complete and accurate Xxxxxxx related
financial and operating statements with supporting data
pertaining to Authorized Maintenance Center's Business
Operation(s) segmented by Primary Premise and Branch Location(s)
in a form acceptable to Xxxxxxx. Financial and operating
documents, which will be kept confidential by Xxxxxxx, shall
represent in sufficient detail the business volumes, revenues,
and operating profiles associated with the Embodiment of Modules
and Parts, Maintenance Services, Component Repair and any other
related activity provided on or for an Item by Authorized
Maintenance Center for those Products covered under Warranty
and/or OCP/SPP contracts or a specific Customer account under
review.
Authorized Maintenance Center shall provide to the Authorized
Maintenance Center Administrator audited annual balance sheet and
income statements in accordance with Generally Accepted
Accounting Principles as soon as possible after the end of
Authorized Maintenance Center's annual accounting period, but no
later than sixty (60) days after close of the annual accounting
period.
5.18 TRACEABILITY
5.18.1 OVERVIEW
Authorized Maintenance Center will maintain an inventory
management and traceability system (herein referred to as the
"System") acceptable to Xxxxxxx.
Location and quantity of all Products, Modules, or Parts sold to
Authorized Maintenance Center must be appropriately identified
and maintained within the System. Also, each serialized Item
will require tracing. The traceability portion of the System
will be in a digital format, and compatible with the Data
Report(s).
5.18.2 INFORMATION TO BE TRACED
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Traceability will include, but is not limited to:
o Module or Part number
o serial number
o functional Part code (list developed by Xxxxxxx)
o source
o Customer
o incident date
o date received
o date of Maintenance Service(s)
o Engine serial number
o Engine hours and cycles
o Module hours and cycles
o condition
o action/disposition
o time between Overhaul (TBO) (if available)
o time since new (TSN) (if available)
o export documentation and control
o import documentation and control
All serialized Modules, accessories, assemblies and/or Parts
require full traceability. Repaired Part traceability
requirements may require EDI transfer and bar coding capability
by the Authorized Maintenance Center.
5.18.3 REPORTING
Computer generated Data Reports will be transmitted
electronically in digital format, when available. Authorized
Maintenance Center will be required to make and update all
logbook entries related to Maintenance Service(s). Authorized
Maintenance Center will send Module and Parts monthly usage
reports to Allison's Authorized Account Administrator via
hard-copy or electronically via the EDI system when available.
5.18.4 INFORMATION TIMING
Initial Module and Part usage data shall be entered into the
inventory management system no later than five (5) days after
receipt of an Item. Data Report(s) must be transmitted within
seven (7) days after initial teardown and no later than five (5)
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working days after the Maintenance Services was performed on the
Item. A Data Report(s) must be transmitted after the sale of the
Item.
5.18.5 NEW MODULES AND PARTS
Authorized Maintenance Center will utilize bar coding in
accordance with Xxxxxxx, ANSI X.12 and/or EDIFACT Standards and
subsequent revisions thereof as provided by Xxxxxxx. Items will
be identified by Xxxxxxx and entered into the EDI network
utilizing the bar code format to the extent the capability
exists. Any new Module or Part de coupled from its original
tracing system (bar code) will be reidentified and appropriate
tracing documentation reestablished.
5.19 MARKETING AND SALES
Authorized Maintenance Center may market Maintenance Services
through the Primary Premise, Branch Location(s) and/or the
Marketing Office(s). In furtherance of the purposes and
objectives of this Agreement, Authorized Maintenance Center
shall, (1) actively and effectively fulfill the needs of
Customers through the marketing of Maintenance Services and
Component Repairs for Items; and (2) actively and effectively
promote the use and acquisition of Items (a) through Authorized
Maintenance Center's own market promotion and advertising
activities directed toward Maintenance Services and Component
Repair, (b) by establishing regular contact with both existing
and prospective Customers, and (c) by providing guidance to such
Customers on maintaining adequate inventory levels of Items
consistent with the Customers' Maintenance Services philosophy
and Component Repair programs, Authorized Maintenance Center's
capabilities and the overall recommendations of Xxxxxxx as
detailed in appropriate Manuals, Bulletins and Modules and Parts
inventory planning and provisioning conferences.
5.20 ESTABLISHMENT OF ADDITIONAL AUTHORIZED MAINTENANCE CENTER BRANCH
LOCATION(S) AS DIRECTED BY XXXXXXX
In order to meet changes in the Maintenance Services and
Component Repair needs of Customers in the Authorized Maintenance
Center's Region of Responsibility, Xxxxxxx xxx request Authorized
Maintenance Center establish an additional Branch Location(s) or
modify a Branch Location's Business Operation in conjunction with
the Primary Premise for the conduct of certain Business
Operations.
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If such a request is made by Xxxxxxx, the Authorized Maintenance
Center and Xxxxxxx will consult one another and conduct a joint
review of all factors concerning the potential Branch Location(s)
establishment or change. If, after such a review, it is mutually
determined that there is a need for a change or addition to the
Branch Location(s), the parties will agree in writing within six
(6) months which Business Operation(s) adjustments are required,
where the change or addition to the Branch Location(s) shall be,
and the time period in which the change, addition or adjustment
shall be implemented. If mutual agreement cannot be reached,
Xxxxxxx reserves the right to Authorize another Authorized
Maintenance Center to address and accomplish the establishment or
change.
All additional Branch Location(s) and/or modifications to a
Branch Locations' Business Operation shall be Authorized by
Xxxxxxx and shall be reflected in a new and superseding Primary
Premise, Branch Location(s) and Marketing Office(s) Statement
attached to this Agreement.
5.21 BUSINESS OPERATIONS HOURS OF AVAILABILITY
Authorized Maintenance Center shall maintain Business
Operation(s) consistent with the needs of Customers during all
days and hours which are customary in the trade and are lawful
and necessary to properly serve the Customers. Authorized
Maintenance Center shall provide, as a minimum, Item Maintenance
Services within their Region of Responsibility at a Primary
Premise and/or Branch Locations against a schedule that meets
and/or exceeds the Customers' requirements. Authorized
Maintenance Center shall provide emergency service on a daily,
twenty four hour basis.
5.22 IDENTIFICATION OF AUTHORIZED MAINTENANCE CENTER
Authorized Maintenance Center will, at its expense, install and
maintain in appropriate places at its approved Primary Premise,
Branch Location(s) and Marketing Office(s) signs to identify the
facility(s) and their Business Operation(s). Any representation
made as to Xxxxxxx, Marks or the Product must first be approved by
Xxxxxxx and be consistent with the Agreement.
5.23 MODULES AND PARTS USE AND REPRESENTATION
Authorized Maintenance Center will use, market, represent,
Embody, lease, rent or exchange only Xxxxxxx manufactured and/or
Authorized Products, Modules or Parts, as
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supplied directly by Xxxxxxx or its designee during a Maintenance
Service or Component Repair function. Authorized Maintenance
Center will notify Xxxxxxx immediately, in writing or through the
EDI network, of situations where Authorized Maintenance Center
comes in contact with or is offered Non-Authorized Module(s) or
Part(s). Such notification will include the type of Module(s) or
Part(s), their Module or Part number(s) serial number(s), vendor,
Customer if any, and any and all other relevant information.
Xxxxxxx will hold harmless the Authorized Maintenance Center for
information provided on Unauthorized Parts. Under no
circumstance or situation will Authorized Maintenance Center
utilize a Non-Authorized Item in a Maintenance Service or
Component Repair unless Authorized Maintenance Center provides
records to identify Non-Authorized Item(s) used to monitor
Warranty and Reliability issues. Use of Non-Authorized Item(s)
during a Maintenance Services function can only occur if
Non-Authorized Item(s) have been supplied directly or indirectly
by the Customer.
5.24 LEASE AND/OR RENTAL ASSETS
Authorized Maintenance Center may not market or sell Products,
except to the extent Authorized Maintenance Centers' own lease or
rental Products are sold within the guidelines and the terms and
conditions of this Agreement and/or the Policy Manual for the
disposal of lease/rental assets or as directed by Xxxxxxx, within
seven (7) calendar days of request, on a case-by-case basis.
Should a Product be leased or rented as individual Modules, or
Line Replacement Units, the sale of those leased/rented Modules
or LRUs would follow the same guidelines as leased or rented
Products.
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ARTICLE 6. GENERAL PROVISIONS
6.1 RESPONSIBILITY FOR AUTHORIZED MAINTENANCE CENTER'S COMMITMENTS
Unless otherwise provided in this Agreement, Authorized
Maintenance Center shall be solely responsible for any and all
expenditures, obligations or responsibilities made, incurred or
assumed by Authorized Maintenance Center in preparation for
performance or in the performance of Authorized Maintenance
Center's obligations under this Agreement.
6.2 MANUALS, BULLETINS AND TECHNICAL DATA
Authorized Maintenance Center will be furnished applicable
Operations (and Maintenance) Manuals, Overhaul Manuals and
Illustrated Parts Catalogs free of charge during the first three
(3) years of this Agreement, when available. Thereafter,
Authorized Maintenance Center will procure these Manuals from
Xxxxxxx. During the term of this Agreement, Xxxxxxx will provide
to Authorized Maintenance Center the Policy Manual, copies of
Products, Modules and Parts Price List, Terms of Sale
Statement(s), customer support Bulletins, general technical data
and other Manuals (as referenced in the Manual List) as Xxxxxxx
shall deem necessary and as may be required by Authorized
Maintenance Center in support of their Business Operation(s).
Such material may be Xxxxxxx proprietary and may bear appropriate
copyright and Marks restrictions. No distribution of this
material is to be made outside Authorized Maintenance Center
Business Operation(s) except as provided in each document, the
Policy Manual or as specifically Authorized by Xxxxxxx. This
material will be distributed to Authorized Maintenance Center
pursuant to the Policy Manual.
6.3 ENGINEERING AND GROUND SUPPORT EQUIPMENT DRAWINGS
Xxxxxxx engineering drawings and microfilm copies relating to
Items will be furnished by Xxxxxxx to Authorized Maintenance
Center for use in the Maintenance Services and Component Repairs
on Items upon execution of this Agreement. Such materials are
Xxxxxxx proprietary and shall not be distributed or disclosed by
Authorized Maintenance Center to any third party(s) unless
specifically Authorized in writing.
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Any Ground Support Equipment drawing(s) relating to Maintenance
Services or Component Repair of a Candidate Part furnished by
Xxxxxxx to Authorized Maintenance Center are furnished so that
Authorized Maintenance Center may manufacture or have
manufactured such test equipment and tools solely for use in its
Maintenance Services or Component Repairs. Such Ground Support
Equipment drawing(s) are Xxxxxxx proprietary and shall not be
distributed nor disclosed by Authorized Maintenance Center to any
third party(s) except to solicit bids, and then must bear the
appropriate copyright or proprietary wording, including Marks, as
established by Xxxxxxx, as provided in the Policy Manual or as
noted on the individual engineering or Ground Support Equipment
drawings. Authorized Maintenance Center is responsible for
retrieval of such drawings and information after the third
party's need for material is fulfilled.
Authorized Maintenance Center agrees to abide by the terms and
conditions relating to use and sale of Ground Support Equipment
set forth in the Policy Manual and the terms and conditions of
this Agreement. Authorized Maintenance Center expressly assumes
all responsibility and liability of any kind whatsoever
including, but not limited to, liability for patent infringement
arising from the use by Authorized Maintenance Center of any test
equipment and tools so made.
All engineering and Ground Support Equipment drawings will be
distributed to Authorized Maintenance Center pursuant to the
Policy Manual.
6.4 APPLICABLE LAW, JURISDICTION AND CONSTRUCTION
This Agreement shall be governed by and construed according to
the laws of the State of Indiana, United States of America.
Authorized Maintenance Center irrevocably agrees that any legal
action or proceeding against Authorized Maintenance Center with
respect to this Agreement may be brought in the courts of the
country where Authorized Maintenance Center's Primary Premise is
located or in the state and federal courts of the state of
Indiana, as Xxxxxxx xxx elect. Authorized Maintenance Center
also irrevocably agrees that any legal action or proceeding
against Xxxxxxx with respect to this Agreement shall be brought
in the state and federal courts of the state of Indiana.
Authorized Maintenance Center irrevocably submits to the
jurisdiction of the state and federal courts of the state of
Indiana and consents to the service of process in accordance with
applicable trial and court rules.
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Any invalidity of a provision of this Agreement shall not affect
the validity of any other provision of this Agreement and in the
event of a judicial finding of such invalidity, this Agreement
shall remain in force and in effect as to all other provisions
and respects.
The parties expressly agree that the United Nations Convention on
Contracts for the International Sale of Goods does not apply to
this Agreement.
The official text of this Agreement is in the English language.
If this Agreement is translated into another language for the
convenience of an Authorized Maintenance Center or any third
party, the English text shall govern any question with respect to
interpretation and intent.
Article headings and titles herein are for the convenience of the
parties only and shall not be construed as affecting the
substantive provisions of this Agreement.
6.5 AUTHORIZED MAINTENANCE CENTER IS NOT AGENT OR LEGAL
REPRESENTATIVE
This Agreement does not constitute Authorized Maintenance Center
as an agent or legal representative of Xxxxxxx, its subsidiaries,
any of its suppliers, or designee for any purpose whatsoever.
6.6 COMPLIANCE WITH GOVERNMENT REGULATIONS
Authorized Maintenance Center and Xxxxxxx will exchange
information and provide assistance as may reasonably be requested
by the other to facilitate compliance with all applicable
government laws, regulations and orders relating to the Items and
the performance of their respective obligations under or pursuant
to the terms and conditions of this Agreement.
Xxxxxxx and Authorized Maintenance Center shall be responsible
for determining the existence and nature of all government laws,
regulations and orders applicable to such party and for complying
therewith. Xxxxxxx will provide, in electronic format whenever
possible, necessary technical data to the Authorized Maintenance
Center so to assist in its compliance with applicable laws.
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Xxxxxxx and Authorized Maintenance Center recognize and
acknowledge that the export of Items, engineering, technical data
or Manuals from the United States are subject to export control
laws, regulations, orders and requests of the Government of the
United States of America. Each party agrees to comply with and
to cooperate with the other in compliance with all such
requirements. Xxxxxxx will provide Authorized Maintenance Center
with applicable information on United States of America
regulations regarding export control of the Item(s), Manuals,
Bulletins and technical data.
Xxxxxxx xxx incorporate any design features or include any
equipment or accessories as required by law on any Item ordered
by Authorized Maintenance Center. Should such design features or
equipment result in additional cost, Xxxxxxx will identify cost
and the relevant orders affected by additional cost.
6.7 NOTICES
Any notice required to be given by either party to the other per
any term or condition of this Agreement shall be in writing and
delivered either personally, by facsimile or by certified mail,
return receipt. Notices to Authorized Maintenance Center shall
be directed to Authorized Maintenance Center at Authorized
Maintenance Center's Primary Premise Attn: ____________________.
Notices to Xxxxxxx shall be directed to the Director of
Contracts, Mail Code U26A, Xxxxxxx Engine Company, Inc., X.X. Xxx
000, Xxxxxxxxxxxx, Xxxxxxx 00000-0000.
Both parties will copy the Authorized Maintenance Center
Administrator on all notices pertaining to this Agreement.
6.8 NO IMPLIED WAIVERS
The failure of either party at any time to require performance by
the other party of any provision hereof shall in no way affect
the full right to require full compliance and performance at any
time thereafter. The waiver by either party of a breach of any
provision of this Agreement shall not constitute a waiver of any
succeeding breach of the same or any other Agreement provision
nor constitute a waiver of the Agreement provision itself.
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6.9 CONFIDENTIALITY OF AGREEMENT
Xxxxxxx and the Authorized Maintenance Center agree not to
disclose the terms and conditions of this Agreement, in its
entirety or any section, attachment or addendum thereof to any
third party, except as required by law, without the expressed
written authorization of each other.
6.10 INDEMNITY AND INSURANCE
6.10.1 INDEMNIFICATION BY XXXXXXX
Xxxxxxx agrees to indemnify, defend and hold harmless Authorized
Maintenance Center and its directors, officers and employees
against any and all liability, loss, damage, cost, claims,
judgments and expense (including attorney's fees) for property
damage, personal injury or death caused by or arising from any
act or omission committed by employees of Xxxxxxx while on the
premises of Authorized Maintenance Center in the performance of
Allison's obligations under this Agreement; provided, however,
written notice of such damage, injury or death is given to
Xxxxxxx in a timely manner. Allison's liability shall be limited
to any loss or damage in excess of any amount recovered under any
insurance policy.
6.10.2 INDEMNIFICATION BY AUTHORIZED MAINTENANCE CENTER
Authorized Maintenance Center agrees to indemnify, defend and
hold harmless Xxxxxxx and its directors, officers and employees
against any and all liability, loss, damage, cost, claims,
judgments and expense (including attorney's fees) for property
damage, personal injury or death caused by or arising from any
act or omission committed by employees of Authorized Maintenance
Center while on the premises of Xxxxxxx in the performance of
Authorized Maintenance Center's obligations under this Agreement;
provided, however, written notice of such damage, injury or death
is given to Authorized Maintenance Center in a timely manner.
Authorized Maintenance Center's liability shall be limited to any
loss or damage in excess of any amount recovered under any
insurance policy.
6.10.3 PRODUCT LIABILITY
With respect to any third party claim, action or proceeding based
on alleged defects of any Xxxxxxx Product sold by Xxxxxxx to
Authorized Maintenance Center under the terms of this Agreement
which are alleged to have resulted in death, personal injury or
property damage, the parties to this Agreement agree that:
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a. The parties shall communicate and cooperate
with each other and, if necessary, any
appropriate insurance carrier to the fullest
extent reasonably possible in defense of the
claim, action or proceeding, including making
available documents or information or the
services of knowledgeable personnel necessary
to the defense of the claim, action or
proceeding; and
b. Each party during the pendency of any such
claim, action or proceeding involving a
person, entity or governmental body not a
party to this Agreement shall refrain from
taking any position adverse to or institute
any cross-complaint, third party complaint,
inter pleader or otherwise against the other
party to this Agreement. This provision
shall not bar either party from pursuing any
available legal or equitable remedies against
the other party after the final resolution of
any such claim, action or proceeding.
Subject to their agreement in paragraph (b), each party reserves
the right to control its own defense of any claim, action or
proceeding referred to in this Article.
In the event that a Product liability action is brought against
Xxxxxxx or Authorized Maintenance Center relating to any Xxxxxxx
Product, Module or Part, Authorized Maintenance Center or
Xxxxxxx, as the case may be, shall promptly provide the other
party with a copy of the summon and complaint in such lawsuit.
6.10.4 INSURANCE COVERAGE
Authorized Maintenance Center, at its sole expense, shall procure
and maintain in full force and effect during the term of this
Agreement policies of insurance of the type and in the minimum
amounts stated below and with an insurance company or companies
and under terms satisfactory to Xxxxxxx. Policies of insurance
(except Employer's Liability and Xxxxxxx'x Compensation, or
substantially similar coverage) shall name both Xxxxxxx and
Authorized Maintenance Center as insured thereunder as their
respective interests may appear. Authorized Maintenance Center
further agrees to furnish to Xxxxxxx prior to execution of this
Agreement certificates of insurance issued by insurance
underwriter's and/or insurance broker's certifying that such
policies of insurance are in full force and effect and that
Xxxxxxx shall be given sixty (60) days prior written notice by
the insurers in the event that either the insurers or Authorized
Maintenance Center desire to cancel or change such policies of
insurance.
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Each certificate shall acknowledge and accept the contractual
liability arising out of this Agreement.
The types of minimum coverage of such policies of insurance shall
be as follows:
Coverage Limits of Liability (U.S. $)
1) Public Liability, Property Damage $20,000,000
2) All Risk Insurance $20,000,000
3) Employer's Liability $1,000,000
(Statutory Coverage)
4) Xxxxxxx'x Compensation Full Statutory Limits in
Authorized Maintenance
Center's Jurisdiction
5) General Liability Evidence of $1,000,000
Authorized Maintenance Center will provide Xxxxxxx with copies of
all insurance policies as outlined within this Article no later
than sixty (60) calendar days after the effective date of the
Agreement.
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ARTICLE 7: WARRANTY(IES) ON PRODUCTS, MODULES AND PARTS
7.1 OVERVIEW
Xxxxxxx Warranty(ies) on Products, Modules and Parts are set
forth in the written Warranty(ies) provided therewith and as
included in the Products, Modules and Parts Warranty(ies)
sections of the Policy Manual. Such Warranties are in lieu of
and exclude all other Warranties, including the implied warranty
of merchantability and fitness for a particular purpose, arising
by operation of law or otherwise. Xxxxxxx shall not be liable
for incidental or consequential damages.
7.2 OCP DESCRIPTION
The Operating Cost Program (OCP) is offered for select Xxxxxxx
Engine models to provide Customers with a fixed maintenance cost
per Engine operating hour. OCP allows more accurate maintenance
cost predictions and avoids the unplanned costs associated with
inherent unscheduled events.
The OCP is contracted by Xxxxxxx through the OEM's and may not be
offered by the Authorized Maintenance Center directly. Certain
OCP Maintenance Services of the Items may be contracted by
Xxxxxxx to the Authorized Maintenance Center(s). Authorized
Maintenance Centers will be selected on the basis of cost, TAT,
Component Repair capability, Field Service, capacity, and other
criteria.
7.3 OCP COVERAGE SUMMARY
OCP Coverage Summary is contained in the Policy Manual.
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ARTICLE 8. INVENTORY OF PRODUCTS, MODULES AND PARTS
8.1 INVENTORY LEVELS
Module and Part Inventory must be maintained in an amount
necessary to support the Authorized Maintenance Centers' and the
Customer(s) Maintenance Services' requirements. Inventory levels
will be determined during the inventory planning and provisioning
process as outlined in this Agreement and the Policy Manual.
Inventory must be properly packaged, preserved, and marked.
Appropriate identification and source control must be maintained.
To the extent the Modules and/or Parts feature bar coding, such
coding should remain with the Module and/or Parts.
Authorized Maintenance Centers are responsible for understanding
the market population and Customer requirements operating within
their respective Region of Responsibility, including expected
Events and Event Kits by Product.
8.2 INVENTORY PLANNING AND PROVISIONING
It is Allison's intent to continue to reduce overall Item
lead-times. Toward such an effort, Xxxxxxx and the Authorized
Maintenance Center will share relevant technical and commercial
data to facilitate enhancement of inventory forecasting and
reduce buffer and safety stock within the overall worldwide
demand for Items. It is generally agreed that the holding of
inventory in excess of demand is costly, and to the extent
possible, the aggregate inventory of both the Authorized
Maintenance Centers and Xxxxxxx needs to be managed as a whole.
Accordingly, Xxxxxxx will forecast based on the aggregate market
demand historical demand, projected usage (reliability) and the
forecasts of the individual Authorized Maintenance Centers.
Specifically, the Authorized Maintenance Centers will provide the
following forecast information to Xxxxxxx:
o Projection of the annual Product(s) Maintenance Services
demand, by Product and Module or Event classification. The
projection is to be submitted to Xxxxxxx during the third
quarter of the year preceding the projected year and will
serve as the basis for the annual inventory and provisioning
session.
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o Based on the Module or Event classification, the Authorized
Maintenance Center is to identify the quantity of Event Kits
required.
o Identify all existing or contemplated long-term contracts by
Customer name, including expected Events and associated
Module and Part Event Kits. Long-term contracts and
associated forecasts will be managed separately. Long-term
contracts include OCP Agreements and other associated
support agreements with the Authorized Maintenance Centers.
o Identify a second year forecast of Events by Customer name,
along with associated Modules and Parts.
o Identify annual demand for Modules and Parts in support of
Over-the Counter demand. A second year forecast is also
expected. This forecast will be managed separately from the
Events and Event Kits.
8.3 INVENTORY SCHEDULING
Based upon the information provided to Xxxxxxx under Article 8.2
above, aggregate worldwide demand for a two year period will be
determined. Individual account representatives will coordinate
to identify and eliminate redundancies in Event and/or Customer
identification. The adjusted demand will be compared to the
historical demand and projected worldwide forecast based on
individual Product reliability estimates, Parts usage profiles
and Customer operating conditions.
The Authorized Maintenance Center's individual forecast will be
reviewed in light of known discrepancies and agreed upon demands
for both Modules and Parts will be established. The Modules and
Parts will be scheduled for the first years' forecast based upon
expected Events and associated Event Kits. The first six (6)
months of the first years' schedule will be committed to a firm
schedule by the Authorized Maintenance Center, consistent with
catalog leads. The second six (6) months will be tentatively
scheduled and will be made firm as they enter the six (6) month
window. The entire forecast will be a 24 month rolling average
forecast.
Any identified long term contract Customer will be scheduled
separately and monitored, as well as Over-the Counter sales.
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8.4 BUFFER AND SAFETY STOCK
Once aggregate demand has been identified and pro-rata
allocations made based upon the Authorized Maintenance Center's
Customer and Event profiles, the level of safety stock and
required buffer stock will be determined.
8.5 LEAD TIMES
Modules and Parts are available to the Authorized Maintenance
Center at Allison's published lead times. These lead times will
be the basis for replenishment spares procurement and inventory
planning purposes. Lead times are to be taken into consideration
when planning for procurement.
8.6 CONSUMPTION USAGE DATA
Authorized Maintenance Center must maintain, control, monitor,
and report Module(s) and Part(s) consumption usage data. This
will enable Xxxxxxx to track and assist in inventory planning.
Information on consumption will be reported on a regular basis.
Abnormal/high usage Modules and/or Parts must be reported as
determination is made. Consumption usage data is especially
important in relation to Modules and critical Parts as defined in
the Policy Manual. Actual Event data will be collected via the
EDI network through submission of Data Reports and other
Xxxxxxx-generated report formats and templates.
8.7 ADDITIONAL INFORMATION
Further details on Products, Modules, and Parts inventory are
available in the Policy Manual.
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ARTICLE 9. COMPONENT REPAIR
9.1 OVERVIEW
To ensure the Products remain successful, Xxxxxxx and Authorized
Maintenance Center agree that the Maintenance Services and
Component Repair activities must be coordinated to ensure the
long term viability and safety of the Product(s). This section
will identify the overall principles agreed to by Authorized
Maintenance Center and Xxxxxxx with regard to Component Repair.
9.1.1 APPROACH
Xxxxxxx will review and Authorize all new Component Repair
activities on Restricted Candidate Parts. Xxxxxxx reserves the
right to review and disallow existing Repairs which are deemed
unsafe by both Xxxxxxx.
As part of the Xxxxxxx Authorization, individual Candidate Part
Development Plans will be structured for all Restricted Candidate
Parts. Similar procedural steps will be followed to obtain
Repair Process approval.
9.1.2 GENERAL ISSUES
Component Repairs Embodied by Authorized Maintenance Center must
be Authorized prior to their implementation. All new Critical
Repair activities on Restricted Candidate Parts will be managed
by Xxxxxxx. The Authorized Maintenance Center is encouraged to
consider participation in this activity. Authorized Maintenance
Centers will be given consideration for Repair Source selection
on Critical Repairs for Restricted Candidate Parts. Once
selected and qualified for a Critical Repair, Authorized
Maintenance Center will act as a Repair Source to Xxxxxxx.
Authorized Maintenance Center is required to participate in all
published Book Repairs and is encouraged to identify additional
Book Repair requirements. New and Grandfather Component Repairs
on non-Restricted Candidate Parts which are identified by the
Authorized Maintenance Center may be subject to disclosure
restrictions to protect Authorized Maintenance Center data rights
and its business competitive advantage(s).
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Data rights, approvals, Authorizations, Qualification, and Repair
Source privileges provided, granted or sold to Authorized
Maintenance Center under this Agreement do not include the right
to manufacture any Product, Module, Part, or sub-detail of the
Product, Module or Part. Nor is Authorized Maintenance Center
allowed to participate as a subcontractor, joint venture partner
or supplier to a third party involved in the Unauthorized
manufacture, marketing or sale of Products, Modules or Parts or
sub-details of the Product, Module, or Part.
Component Repair activities on Restricted Parts will be
coordinated and designed to optimize Customer satisfaction and
assist in reducing DMC, as well as provide additional business
opportunities to Authorized Maintenance Center and Xxxxxxx.
Authorized Maintenance Center shall not provide any Component
Repair related data, supply component-related services or Cores
to any Non-Authorized third party for any purpose whatsoever.
9.2 GRANDFATHER COMPONENT REPAIRS
It is understood and recognized that the Authorized Maintenance
Center currently markets and Embodies Component Repair processes
which are beyond the scope of the Xxxxxxx Authorized maintenance
documentation, and that these processes were approved against the
Quality assurance systems of the Authorized Maintenance Center
and controlling regulatory agencies.
Under the terms of this Agreement, Xxxxxxx reserves the right to
review these Component Repairs (Book or Critical Repair
Classification) in order to establish their technical acceptance.
Xxxxxxx will not utilize this process review as a basis to
disallow uneconomical Repairs, but reserves the right to disallow
unsafe Repairs, and specify their continued Embodiment by the
Authorized Maintenance Center as grounds for termination.
Only those Repairs which Xxxxxxx has specifically qualified and
Authorized, either through publication or other written
documentation, may be represented as Authorized Repairs. Unless
specifically stated, existing Grandfather Component Repairs,
performed by the Authorized Maintenance Center, are not
Authorized Xxxxxxx Repairs, and Xxxxxxx makes no claims as to the
Quality and reliability of those Repairs nor any Authorized
nature including the representation of Marks as they may or may
not apply to the Repairs.
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9.3 TECHNICAL COORDINATION AND SUPPORT
9.3.1 CANDIDATE PART SELECTION
All Restricted Candidate Parts, along with their associated
Repair Processes, will be considered as part of the coordinated
approach to Repairs, and will be selected based on various
market, business, Customer, technical and engineering issues.
Xxxxxxx reserves the right to make final Candidate Part, Repair
Process(es) selection, Repair Source(s) selection, Candidate Part
Classification and to establish priorities. Xxxxxxx xxx elect to
delegate limited authority to the Authorized Maintenance Center
which would allow the Authorized Maintenance Center to select
Restricted Candidate Parts, preclassify, and pursue Repair
development activities for Standard and Common Book Repairs prior
to Xxxxxxx approval and Authorization (Standard and Common Book
Repair are identified within the Policy Manual).
The identification and submittal of Restricted Candidate Parts,
which are considered by Authorized Maintenance Center as probable
Book Repairs, and to which Xxxxxxx concurs, will be handled in an
expeditious manner as outlined in the Policy Manual.
9.3.2 CLASSIFICATION AND PRIORITIZATION
All Candidate Parts will be subject to Classification and
prioritization. Candidate Parts and the associated Repair
Processes will be classified as either Book Repair or Critical
Repair. Book Repairs may be approved by Xxxxxxx and published in
the appropriate Manuals and technical literature as directed in
the Policy Manual. All published Book Repairs are for general
use by Authorized Maintenance Center in support of Customers.
Disclosure of some Book Repairs may be restricted within the
guidelines of the Policy Manual. Xxxxxxx xxx delegate limited
authority to the Authorized Maintenance Center for the
pre-Classification of certain Repairs.
Restricted Candidate Parts and Repair Processes classified as
Critical Repair will be subjected to limited release to only
approved Repair Source(s). Critical Repairs will be administered
by Xxxxxxx per the Policy Manual.
9.3.3 REPAIR CONCEPT APPROVAL
Each Restricted Candidate Part Repair concept and need must be
substantiated and submitted for approval by Xxxxxxx, as defined
in the Policy Manual.
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Any Request for Qualification submitted by Authorized Maintenance
Center for consideration will be evaluated according to the
individual Restricted Candidate Part, technical, engineering,
market and business factors. Classification of the Repair will
also influence the Development Plan and Qualification of the
Repair.
Request for Qualification approval does not indicate Repair
Process(s) approval. Request for Qualification approval
indicates that the Repair Process(s), both technically and
programmatically, is in line with Xxxxxxx Product strategies.
All approved requests must be qualified by Xxxxxxx.
Classification will influence the level of effort required for
Qualification, as described in the Policy Manual.
9.3.4 PROPRIETARY DATA
In the event that any selected Request for Qualification and
associated Repair Process(s) contain proprietary data or
processes which are owned, licensed or controlled by the
Authorized Maintenance Center, the Authorized Maintenance Center
may be asked to license this data to other Authorized Maintenance
Centers which may be selected as a Repair Source for the
Restricted Candidate Part.
Authorized Maintenance Center will be allowed to collect a
reasonable fee or define a royalty for the use of this
proprietary data and place reasonable and customary restrictions
on its use and disclosure consistent with the specific
proprietary rights.
Xxxxxxx will assist in the control and administration of these
proprietary rights as requested by Authorized Maintenance Center
or as identified in the Development Plan and Qualification
plan(s).
9.4 ADMINISTRATIVE COORDINATION AND SUPPORT
9.4.1 REPAIR PROGRAM COORDINATION
Component Repair activities will be coordinated within Xxxxxxx by
Product. Authorized Maintenance Center Restricted Candidate Part
Repair related activities will be managed according to this
Agreement. Book Repair needs and activities may also be
coordinated as required to meet Customer and program needs.
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Authorized Maintenance Center may be invited to participate in
the meetings held to discuss the technical issues of Repair,
Development Plan(s) and market needs. The meeting locations will
be mutually agreed upon and coordinated with other activities (if
possible) to reduce administrative cost and time.
9.4.2 PROGRAM FUNDING AND ALLOCATION
For Grandfather Component Repairs which the Authorized
Maintenance Center is seeking approval, the Authorized
Maintenance Center may be required to provide resources, at a
mutually agreed level, for the purpose of Component Repair
development and Qualification activities in order to control data
disclosure as defined in the Policy Manual.
Critical Repair qualification resources for Restricted,
non-Restricted Candidate Parts, for which Xxxxxxx is seeking
Repair Sources will be determined on an individual component
basis. Resources may include any one or a combination of
monetary funds, manpower, or capital. Participation as a Repair
Source in any Critical Repair development program will be at the
discretion of the Authorized Maintenance Center, and subject to
approval by Xxxxxxx.
9.4.3 PUBLICATION OF PROCESSES
All new Book and Critical Repairs will be documented according to
requirements defined in the Policy Manual. All new Book Repairs
will be time-released based on resource and Development Plans
approved by Xxxxxxx. When published, Book Repairs will be
included in the appropriate Manuals and technical data at the
first available opportunity. Grandfather Component Repairs will
not be published unless authorized by the Authorized Maintenance
Center.
Documentation on Xxxxxxx Authorized Critical Repairs will be
restricted to limited distribution. Xxxxxxx and the Authorized
Repair Source(s) will be the only recipients of Critical Repair
documentation. Xxxxxxx reserves the right to retain certain
copyright and ownership rights and place Marks on certain Repair
Process documentation and to provide such documentation to the
Authorized Repair Source(s). Marks' requirements will be
determined on an individual Component Repair basis and will be
consistent with and take into account adequate levels of
resources, funding, and the sources thereof.
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9.5 DEVELOPMENT AND QUALIFICATION
9.5.1 BOOK REPAIRS
Throughout the life of the Product(s) program(s), Book Repairs
will be identified and developed by Xxxxxxx and the Authorized
Maintenance Centers. All new Book Repairs shall undergo a
development and Qualification cycle that is consistent with its
complexity, as defined in the Policy Manual. Each Authorized
Maintenance Center may be required to participate in the
Qualification of Book Repairs, to the extent such individualized
Qualification is necessary.
Limited rights and responsibilities may be delegated to the
Authorized Maintenance Center, regarding identification,
development and Qualification of certain Book Repairs. This
delegation of limited authority would be accomplished as a formal
addendum to this Agreement. Granting of delegated authority will
be based on Allison's review and approval of the Authorized
Maintenance Center's demonstrated capability, business systems,
operational procedures and personnel qualifications.
At any time, Xxxxxxx xxx revoke or limit this delegated
authority, should the Authorized Maintenance Center be found to
be non-compliant under the terms and conditions of this
Agreement, exercising poor technical judgment or exceeding the
intended and agreed to terms and conditions of the delegated
authority.
Furthermore, Xxxxxxx reserves the right, and may at any time,
reverse or alter a Authorized Maintenance Center Repair and/or
Repair Classification decision made under this delegated
authority. Xxxxxxx will provide reasonable program, business or
technical substantiation for reversing the Authorized Maintenance
Center's decision. With regard to a reversal of approval of a
Repair, the Authorized Maintenance Center will be provided up to
six (6) months to correct any said deficiency identified during
that period of time, no Repair of which the reversal of approval
applied will be pursued or utilized in any fashion.
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9.5.2 REQUEST FOR QUALIFICATION
Authorized Maintenance Center may submit to Xxxxxxx a Request for
Qualification for any specific Grandfather or new Component Repair.
Authorized Maintenance Center's requesting Xxxxxxx Authorization may
be responsible for all resource requirements to approve the Repair
Process. The request shall be accompanied by a data package which
includes the details listed in the Policy Manual.
9.5.3 DEVELOPMENT PLAN
Xxxxxxx reserves the right to define the Development Plan and
associated Qualification requirements for each individual Candidate
Part. The Development Plan will define the requirements and criteria
which must be satisfied in order for a Repair Process and Repair
Source to be qualified.
9.5.4 QUALIFICATION REQUIREMENTS
All Component Repairs classified as Critical in accordance with this
Agreement shall be subject to a detailed Qualification program in
order to receive Xxxxxxx Authorization. The Repair Qualification
program shall be defined by Xxxxxxx.
It is the responsibility of Authorized Maintenance Center, for those
Repair Processes which it is seeking approval, to ensure all Repair
criteria of the Qualification program are properly documented and
completed. Authorized Maintenance Center shall submit all Records
required to substantiate completion of the Qualification criteria.
Any changes or revisions required in the Qualification program will be
coordinated through Xxxxxxx. Those revisions that may affect testing,
metallurgical results, or other requirements may require a second
Qualification at some specific level.
9.5.5 RESOURCE OBLIGATIONS
Each Authorized Maintenance Center may be required to contribute a
reasonable level of resources toward the Development and Qualification
effort of each Repair Process for which they are seeking approval.
This resource contribution will be mutually agreed upon between
Xxxxxxx and Authorized Maintenance Center and in compliance with
Article 9.4.2.
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9.6 REPAIR SOURCE ADMINISTRATION
9.6.1 REPAIR SOURCE SELECTION
Authorized Maintenance Center, by virtue of its position as an
Authorized Maintenance Center, is automatically approved as a Repair
Source for all published Book Repairs. When necessary, selection,
Qualification and control of any third party Repair Source for Book
Repairs is the responsibility of Authorized Maintenance Center. The
Authorized Maintenance Center must warrant to Xxxxxxx that any third
party, subcontracted by the Authorized Maintenance Center, will not
market or resell Repaired Parts or Cores nor enter into any agreement
to accomplish the same.
Authorized Maintenance Center may be given Repair Source consideration
for Critical Repairs selected by Xxxxxxx for Qualification.
Authorized Maintenance Center selection as a Repair Source for
Critical Repairs is not automatic. Authorized Maintenance Center must
substantiate its capability and show its ability to meet objectives
for each Critical Repair. The quantity of Repair Source(s) will be
consistent with market factors. Authorized Maintenance Centers
selected and qualified to perform certain Critical Repairs for Xxxxxxx
are fulfilling an obligation as a Repair Source to Xxxxxxx, and may
not independently sell or market the Critical Repair.
Xxxxxxx reserves the right to make final Repair Source selection for
each Critical Repair it Authorizes and will consider third party
sources as required to meet market objectives. Repair Source
selections and Authorization of Critical Repairs will be handled under
separate addendum to this Agreement for each Critical Repair.
9.6.2 REPAIR SOURCE CONTROL
All Authorized Maintenance Centers selected as a Repair Source for
Critical Repairs will be subject to periodic audits.
Repair Source audits will address Repair Process related technical and
Quality assurance issues of each Authorized Critical Repair. It is
the responsibility of Authorized Maintenance Center to retain accurate
and comprehensive Records of each Repair Process, according to
established guidelines within this Agreement.
Xxxxxxx xxx perform a Repair Source audit with at least one (1)
business day notice to Authorized Maintenance Center.
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If, during an audit, Authorized Maintenance Center is found to be
non-compliant with the Qualified Repair Process, the Authorized
Maintenance Center will be formally notified in writing of the
non-compliance and corrective action will be identified. Xxxxxxx
reserves the right to temporarily or permanently withdraw its
Authorization for any or all affected Critical Repairs if the non-
compliance condition continues after corrective action steps have been
identified and implemented to pre-agreed timing requirements.
Appropriate Agreement addendum(s) would be issued to address the
temporary or permanent withdraw of the Authorization.
9.6.3 MULTIPLE REPAIR SOURCES
Multiple Repair Sources for Critical Repairs may be considered for
each selected Candidate Part. Xxxxxxx reserves the right to make
final Repair Source selection for purchase of Critical Repairs and
select/limit the number of Repair Sources based on technical, market
and Product program issues.
9.6.4 THIRD PARTY SOURCES
Third party sourcing for both Book and Critical Repairs is intended to
be held to a minimum. All third party activity is intended to be
managed and defined as to limit any potential adverse effects or loss
of management over Component Repair or over all Product business loss
outside the Xxxxxxx/Authorized Maintenance Center network which could
negatively impact the flight safety of the Product.
If the Authorized Maintenance Center subcontracts Repair Processes for
Book Repair to third parties, the Authorized Maintenance Center is
responsible for administering the appropriate Quality, technical, Xxxx
and program controls.
Authorized Maintenance Center is required to consider other Authorized
Maintenance Center's for Book Repairs, prior to subcontracting to a
third party. Validation of third party sourcing to other Authorized
Maintenance Centers for Book Repair(s) may be audited by Xxxxxxx on an
annual basis.
All Critical Repairs for Restricted Parts, which involve a third
party, will be contracted and administered by Xxxxxxx.
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9.6.5 SOURCE INSPECTION OF REPAIRS
In accordance with Quality assurance objectives, Critical Repairs
performed by the Authorized Maintenance Center, on behalf of Xxxxxxx,
will be subject to Source Inspection until Repair Source certification
is established.
Xxxxxxx will perform Source Inspection of Repairs. Authorized
Maintenance Center is required to include Source Inspection
requirements in the processing of all such Critical Repairs. Xxxxxxx
shall bear any cost associated with its Repair Source Inspection.
9.6.6 TOOLING AND EQUIPMENT
Authorized Maintenance Centers are required to maintain adequate
levels of Ground Support Equipment and other necessary equipment and
capabilities which allow the performance of published Book Repairs.
In some instances, Xxxxxxx xxx consign or bail tooling, equipment,
and/or Ground Support Equipment for Critical Repairs to Authorized
Maintenance Center. It will be the responsibility of Authorized
Maintenance Center to maintain and utilize this hardware in accordance
with the terms and conditions of the relevant consignment and/or
bailment agreement.
Consigned or bailed Ground Support Equipment, tooling or equipment
will remain the property of Xxxxxxx and may be removed from Authorized
Maintenance Center by Xxxxxxx at any time, following a sixty (60)
calendar day prior written notification, or as otherwise mutually
agreed.
9.7 QUALITY ASSURANCE
9.7.1 GENERAL REQUIREMENTS
Acting as a source for Repairs, the Authorized Maintenance Center must
maintain itself as an approved facility within the guidelines of any
and all regulatory agencies applicable to its Customer base.
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Xxxxxxx reserves the right to initially survey, recommend changes to,
and approve the Authorized Maintenance Center Quality System. The
recognized approval and subsequent maintenance thereof is a minimum
requirement for the participation in Development and Qualification of
Component Repair of Xxxxxxx approved Component Parts.
9.7.2 PROCESS/PROCEDURE CONTROL
The Authorized Maintenance Center Quality System must provide adequate
controls for the processing of Component Repairs. The integrity of
each Component Repair requires conformance to approved Repair
Processes and procedures at all times.
The Authorized Maintenance Center is responsible for maintaining
internal procedures that incorporate the latest release of Authorized
technical specification data. Once approved by Xxxxxxx, individual
Repair Process(s) or procedures cannot be changed without Xxxxxxx
notification and Authorization.
The Authorized Maintenance Center is responsible for control of all
supplies and services as approved for use in the performance of
Component Repairs.
An effective Inspection System will be utilized that assures
conformance to all Component Repair specifications and procedures
that can be met at all times. This must be inclusive of incoming
materials, in-process controls, and final acceptance/testing. The
Inspection System must provide for adequate documentation of
Component Repair status and traceability.
9.7.3 QUALITY AUDITS
Xxxxxxx reserves the right to perform initial Quality System surveys
and periodic audits of the approved Authorized Maintenance Center
Quality System. It is the responsibility of the Authorized
Maintenance Center to impose internal self-audits and always maintain
a Quality System accounting program in acceptable standing with
Xxxxxxx, and all controlling regulatory agencies. Xxxxxxx Quality
System surveys and audits may be performed independent of other
business or financial audit requirements, as specified elsewhere in
this Agreement, and can become substantiation for the suspension of
Component Repair and Repair Source status if found to be
unsatisfactory.
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9.7.4 TRACEABILITY
Repaired Part traceability will be performed in accordance with the
requirements set forth by any relating industry serviceability
regulations, Xxxxxxx procedures, the terms and conditions of this
Agreement and the Policy Manual.
It is the overall responsibility of the Authorized Maintenance Center
to utilize proven traceability systems that account for documentation
and Repair Process control. These include, but are not limited to:
technical data flow, changes/updates, materials/supplies, processes,
inspections, tests, and final dispositions.
Where specified or required, subsequent to the Repair, Repair Part
traceability by lot, serial number, or other effective means will be
fully documented and made available upon request.
9.8 SUPPLY AND INVENTORY CONTROL
9.8.1 CORE CONTROL
All Non-Serviceable Items displaced by a Warranty(ies), Policy or
under the auspices of an OCP/SPP revert to Xxxxxxx ownership when
removed from a Product or Module.
Authorized Maintenance Center is responsible for the disposition of
all Xxxxxxx-owned Cores in accordance with Xxxxxxx direction. Costs
associated with the disposition of those Cores are not the
responsibility of Authorized Maintenance Center, are addressed within
the Policy Manual, and may be subject to storage by the Authorized
Maintenance Center if directed by Xxxxxxx.
Non-Xxxxxxx owned Cores may be applicable to Exchange Credit or Core
Credits as described within the Policy Manual.
9.8.2 REPAIRED PART SUPPLY/SALES/DISTRIBUTION
Authorized Maintenance Centers selected to perform specific Critical
Repairs for Xxxxxxx are required to produce and supply those Repaired
Parts in accordance with terms and conditions of this Agreement and
Policy Manual.
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Transfer and sale of Book Repairs and Book Repair services between
Authorized Maintenance Centers is allowed and encouraged in order to
minimize unnecessary duplication and excessive capital investments.
9.8.3 REPAIR MATERIAL
All sub-Part level details will be made available to Authorized Repair
Sources for purchase, as directed by Xxxxxxx, for both Book and
Critical Repairs. Cores controlled by Xxxxxxx will be made available
to the Authorized Repair Source(s) in support of Component Repairs.
Authorized Maintenance Center may be permitted to manufacture Part(s)
sub-details in certain situations, as specifically Authorized. Should
Xxxxxxx choose to outsource sub-detail piece Parts, the Authorized
Maintenance Centers may be given consideration to match the terms and
conditions of any beneficial offer by a third party to Xxxxxxx for
equivalent supply.
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ARTICLE 10. PRICES, PAYMENT AND OTHER TERMS OF SALE
10.1 OVERVIEW
10.2 NEW OR REPAIRED MODULES OR PARTS
The price applicable to Modules and Parts sold to Authorized
Maintenance Center hereunder, including any applicable discounts or
allowances, shall be the invoice price in effect on the Ship Promise
Date (acknowledged electronically or in writing by Xxxxxxx) for
Module(s) and/or Part(s). Other charges and terms of sale applicable
to purchases of Modules and Parts by Authorized Maintenance Center
shall be those established in accordance with the Terms of Sale
Statement(s) in effect at the time of shipment to Authorized
Maintenance Center, or as detailed in the Modules and Parts Statement,
its revisions or the Products, Modules and Parts Price List, or its
revisions.
The prices, charges, discounts, allowances and other terms applicable
to Modules or Parts may be changed at Allison's discretion, from time
to time.
Authorized Maintenance Center may cancel or reschedule orders for
Modules and Parts in accordance with the Module(s) and Part(s) Terms
of Sale Statement(s).
10.3 NEW PRODUCTS
The price applicable to Products sold to Authorized Maintenance Center
hereunder, including any applicable discounts or allowances, shall be
the invoice price in effect on the Ship Promise Date (acknowledged
electronically or in writing by Xxxxxxx) for Product(s). Other charges
and terms of sale applicable to purchases of Product(s) by Authorized
Maintenance Center shall be those established in accordance with the
Terms of Sale Statement(s) in effect at the time of shipment to
Authorized Maintenance Center, or as detailed in the Product
Statement(s), its revisions, or the Product, Module and Parts Price
List, or its revisions.
The prices, charges, discounts, allowances and other terms applicable
to Products may be changed by Xxxxxxx from time to time.
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Authorized Maintenance Center may cancel or modify orders for Products
to in accordance with cancellation terms identified in the Terms of
Sale Statements provided written notice of cancellation or
modification is delivered to Xxxxxxx. All undelivered orders not
canceled or modified as provided herein shall remain in effect for
delivery by Xxxxxxx.
10.4 SHIPMENTS OF MODULES AND PARTS
Xxxxxxx will arrange for shipment of Modules and Parts ordered by
Authorized Maintenance Center to the Authorized Maintenance Center's
Primary Premises or Branch Location(s). Xxxxxxx reserves the right to
select the production locations and the warehouse/inventory locations
of Modules and Parts. Unless otherwise directed, the Logistics
Company will handle all Module and Parts shipments on behalf of and
for the account of Authorized Maintenance Center. Expedite shipments
will be directed using the earliest delivery mode(s).
Xxxxxxx shall not be liable for any delay, loss or damage to Modules
or Parts that have been transferred to the safekeeping of the Logistic
Company. Authorized Maintenance Center should directly contact the
Logistic Company regarding delays, loss or damage.
Additional costs incurred by Xxxxxxx as a result of Modules and/or
Parts being diverted because of Authorized Maintenance Center's delay
or failure to accept delivery shall be to Authorized Maintenance
Center's account, except as noted in Article 4.2.2.
10.5 SHIPMENTS OF PRODUCTS
Xxxxxxx will arrange for shipment of Product(s) ordered by Authorized
Maintenance Center to the Primary Premise or Branch Location(s) in
their Region of Responsibility. Xxxxxxx reserves the right to select
the production locations and the warehouse/ inventory locations of
Products. Unless otherwise directed by Xxxxxxx, the Logistics Company
will handle all Product shipments on behalf of and for the account of
Authorized Maintenance Center. Expedite and AOG shipments will be
directed along the earliest delivery mode(s).
Xxxxxxx shall not be liable for any delay, loss or damage to
Product(s) that have been transferred to the safekeeping of the
Logistic Company. Authorized Maintenance Center should directly
contact the Logistic Company regarding delays, loss or damage.
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Additional costs incurred by Xxxxxxx as a result of Products being
diverted because of Authorized Maintenance Center delay or failure to
accept delivery shall be to Authorized Maintenance Center's account,
except as noted in Article 4.2.2.
10.6 AUTHORIZED MAINTENANCE CENTER REIMBURSEMENT
Xxxxxxx shall reimburse Authorized Maintenance Center in accordance
with the applicable terms and conditions of this Agreement, the
applicable provisions of the Policy Manual and the applicable
provisions of the Standard Labor Hours Manual for the performance of
Maintenance Services and Component Repairs made pursuant to: 1)
Warranty(ies) furnished by Xxxxxxx, 2) OCP contracted programs, 3)
Policy adjustments approved by Xxxxxxx, 4) Campaign programs, 5)
inspections or corrections for Items as directed and Authorized by
Xxxxxxx, and 6) any other Xxxxxxx/Customer contracted programs and
Agreements.
10.7 CORE CREDITS
If agreed by Xxxxxxx, Authorized Maintenance Center and Customer-owned
Cores (Warranty, Policy or OCP/SPP displaced Cores are Xxxxxxx
property) may be returned for Credit. The Authorized Maintenance
Center's actual cost for said Core will determine the Cores Credit
return value or as otherwise specifically delineated within the
Agreement.
Core Credits will be non-monetary (except in certain instances
involving termination). Authorized Maintenance Center will receive
Core Credits by way of the established equivalent value being Credited
to Authorized Maintenance Center's account. These Credits can be used
at Authorized Maintenance Center's discretion toward Module or Part
orders.
10.8 EXCHANGE CREDITS
Critical Repaired Parts will be sold to Authorized Maintenance Center
per the terms of Article 10.2 less an Exchange Credit for the
applicable Core(s) submitted with order. Exchange Cores must be
submitted, on a Part by Part, order by order basis, to receive Core
adjustment to the list price.
Orders received without exchange Cores will be invoiced at the
published List Price less the applicable discount, plus any published
Exchange Credit.
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10.9 PROMOTIONAL PRICE DISCOUNTS
Xxxxxxx reserves the right to occasionally offer promotional price
discounts exclusively to Authorized Maintenance Centers. These
discounts may be utilized to encourage Embodiment activity, offset
inventory cost, encourage Authorized Maintenance Service, provide
marketing incentives and/or assist in ensuring adequate markets exist.
10.10 ACCOUNTS PAYABLE
During the course of the business relationship hereunder, Xxxxxxx will
establish accounts as necessary for the Authorized Maintenance Center
transactions. Such accounts will reflect the amount due either party
by the other in connection with Products, Modules, Parts, Maintenance
Services, Credits, discounts, Warranties and similar matters.
While Xxxxxxx xxx, for the mutual convenience of the parties, pay
funds to Authorized Maintenance Center while indebtedness from
Authorized Maintenance Center to Xxxxxxx is outstanding, all monies or
accounts due to Authorized Maintenance Center shall be considered net
of matured indebtedness of Authorized Maintenance Center (including
indebtedness arising from the charge-back to Authorized Maintenance
Center of Claims previously Credited to Authorized Maintenance Center
and later determined not to be properly payable) against any monies or
accounts due to Authorized Maintenance Center.
Unless otherwise agreed in writing, any monies or accounts payable by
Xxxxxxx to Authorized Maintenance Center shall be paid by Xxxxxxx as
Product, Module or Parts Credits against the Authorized Maintenance
Center's account via the EDI network, Electronic Funds Transfer (EFT)
or as mutually agreed upon.
Authorized Maintenance Center agrees to notify Xxxxxxx immediately if
the creation, management or payment of any account referred to above
does not comply with the laws or regulations of the country where
Primary Premise or Branch Location(s) performing the work are located.
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Authorized Maintenance Center and Xxxxxxx recognize the right to
disclose matters related to this Agreement, including the existence,
the nature and the amount of the above mentioned accounts, when such
disclosure is required by law or regulation or is specifically
directed by applicable judicial orders involving either Authorized
Maintenance Center or Xxxxxxx.
10.11 PREPAYMENT OF LOGISTICS SERVICES
Certain shipments of Product(s), Module(s), or Part(s) may benefit
from Xxxxxxx prepayment of logistics services (freight) from the
Logistics Company with regard to export/import control, value added
tax, and other costs. Should further investigation support such an
arrangement, Xxxxxxx reserves the right to prepay and add to the
applicable invoice the amount of the logistics services expense.
Xxxxxxx intends to include the cost of freight in the Products,
Modules and Parts Price List in the near future. Such arrangements
have been determined to be more efficient and cost effective.
10.12 LATE PAYMENT CHARGE
Xxxxxxx reserves the right to assess, at its sole discretion, a late
payment charge equal to .05% per day, or the maximum allowable by law,
on any past due balances owing Xxxxxxx upon failure of the Authorized
Maintenance Center to meet the account terms established in this
Agreement or the attached Statements.
10.13 INVOICES
Xxxxxxx reserves the right to provide the original invoice as an
attachment to the shipment, and/or mail the invoice separately. The
invoice will be appropriately identified and an unpriced
invoice/packing slip will be contained within the package/shipment.
It remains the Authorized Maintenance Center's responsibility to
collect all such invoices from the appropriate receiving department(s)
at the Primary Premise and/or Branch Location(s). Any deviation from
this practice will most likely result in delays and additional expense
to Xxxxxxx and the Authorized Maintenance Center.
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ARTICLE 11. TAXES
Authorized Maintenance Center recognizes that it is an independently
owned and operated business entity and as such accepts full
responsibility for the collection and/or payment of any and all taxes
as may be required by local regulations or statutes in connection with
any of the Business Operation(s) conducted by Authorized Maintenance
Center hereunder. Authorized Maintenance Center shall hold Xxxxxxx
harmless in connection with any claims or demands made upon Authorized
Maintenance Center or Xxxxxxx by local authorities in connection with
the collection and/or payment of any such taxes, including, without
limitation, stamp taxes, sales and use taxes, personal property taxes,
value added taxes, income taxes and import duties, export duties or
any other taxes. Authorized Maintenance Center agrees to indemnify,
defend and hold harmless Xxxxxxx and its directors, officers and
employees against all liability claims and expenses (including
attorney's fees) for taxes which Xxxxxxx might be assessed as a
consequence of Authorized Maintenance Center's Business Operations
under this Agreement.
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ARTICLE 12. TRADEMARKS AND SERVICE MARKS
12.1 OWNERSHIP
Xxxxxxx, or its affiliated company(s) are exclusive owners of and have
the exclusive right to the various Marks used in connection with
Items.
12.2 DISPLAY OF MARKS BY AUTHORIZED MAINTENANCE CENTER
Authorized Maintenance Center is granted the non-exclusive privilege of
displaying Xxxxxxx related Xxxx(s) in the conduct of its Authorized
Maintenance Center Business Operations, provided, however, the
Authorized Maintenance Center shall discontinue the display or use of
any such Marks or change the manner in which any Marks are displayed or
used when requested to do so by Xxxxxxx. Such Marks may not be used or
included within the name under which Authorized Maintenance Center's
Business Operation(s) are conducted or in connection with the business
of any company affiliated with Authorized Maintenance Center unless
previously Authorized by Xxxxxxx.
12.3 DISCONTINUANCE OF USE UPON TERMINATION
Upon the expiration or termination of this Agreement, Authorized
Maintenance Center will immediately discontinue the use and display of
Xxxxxxx Xxxxx, at the Authorized Maintenance Center's expense.
Thereafter, Authorized Maintenance Center will not use, directly or
indirectly, any Marks or any other marks so resembling such Marks as
to be likely to confuse or deceive the Customers or the public in
general, including reference to Xxxxxxx and the Authorized Maintenance
Center designation.
12.4 XXXX REGISTRATION BY AUTHORIZED MAINTENANCE CENTER
Authorized Maintenance Center will not take any action, directly or
indirectly, to register or cause to be registered any Marks nor any
marks which resemble such Marks in its favor or in the favor of any
third party. Should such registration be required, the Authorized
Maintenance Center will notify Xxxxxxx of registration requirements, at
which time, to the extent possible, Xxxxxxx will resolve the
registration directly.
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12.5 LIABILITY FOR FAILURE TO DISCONTINUE USE
Authorized Maintenance Center shall reimburse Xxxxxxx, or its
affiliated company(s) for all costs, legal fees and other expenses
incurred in connection with legal action commenced by Xxxxxxx or its
designee requiring Authorized Maintenance Center to discontinue use,
in accordance with the terms of this Agreement, if the judgment is
found in Allison's favor.
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ARTICLE 13. TERMINATION OF AGREEMENT
13.1 TRANSACTIONS AFTER TERMINATION
13.1.1 TERMINATION DELIVERIES
If this Agreement is voluntarily terminated by Authorized Maintenance
Center under Article 13.2, Xxxxxxx will furnish, in accordance with
the terms and conditions of this Agreement, Authorized Maintenance
Center with Module(s) and/or Part(s) to satisfy the Authorized
Maintenance Center's Maintenance Services obligations effective at the
date of termination. Authorized Maintenance Center shall provide
Xxxxxxx with a list of such obligations (herein called Schedule of
Termination Deliveries) within ten (10) business days following the
written notice of termination, identifying each Customer's name,
address and the details of each Item to be worked (including Product,
Module or Part numbers and serial numbers) along with the Event and
Event Kit Modules and Parts which need to be ordered or are on order
and required to fulfill the Maintenance Services obligations.
Authorized Maintenance Center's orders for Module(s) and Part(s)
identified in the Schedule of Termination Deliveries will be reviewed
by Xxxxxxx within five (5) business days after receipt.
Allison's Parts Distribution Center will advise Authorized Maintenance
Center should there be any concern with any particular obligation, and
if so, what additional detail regarding subject obligation is
necessary. Upon satisfactory review, the orders will be accepted and
acknowledgment made either in writing or electronically to Authorized
Maintenance Center identifying the orders to be filled and the related
Ship Promise Date and basis of delivery.
Authorized Maintenance Center shall accept all Module(s) or Part(s)
ordered by Authorized Maintenance Center and acknowledged under this
provision. In the event Authorized Maintenance Center fails to do so,
Authorized Maintenance Center shall have no further right to receive
any such Module(s) or Part(s).
Module(s) or Part(s) shall be delivered hereunder in substantial
accordance with the schedules and basis of delivery as identified and
as of the effective date in compliance with the notification of
termination and termination.
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Authorized Maintenance Center shall immediately provide cancellation
notice if, for any reason, a Customer cancels the respective
obligation set forth in the Authorized Maintenance Center's Schedule
of Termination Deliveries. In the event such cancellation notice is
received before shipment of the Module(s) or Part(s) to apply against
such order, Xxxxxxx shall be released from its requirement to make
delivery of such Module(s) or Part(s) and Authorized Maintenance
Center shall be released from its requirement to take delivery and
make payment.
13.1.2 EFFECT OF TRANSACTIONS AFTER TERMINATION
Neither the sale of Items by Xxxxxxx to Authorized Maintenance Center,
nor any other act by Xxxxxxx or Authorized Maintenance Center during
termination proceedings or after termination of this Agreement will be
construed as a waiver of the termination.
13.1.3 ALLISON'S OPTION TO PURCHASE
If this Agreement is terminated by either party or expires and Xxxxxxx
does not offer Authorized Maintenance Center or any replacement
candidate that has substantially the same ownership and management or
any approved transferee a new Agreement, Xxxxxxx will have the option
to purchase from Authorized Maintenance Center and may require
Authorized Maintenance Center to sell any or all of the following
Items at the prices indicated:
(a) New, Repaired or Serviceable Products, Modules, Parts or
Cores and/or Non-Serviceable Cores owned or controlled by
Authorized Maintenance Center on the effective date of
termination which were purchased by Authorized Maintenance
Center from Xxxxxxx, or its designee, at the invoice prices
less any discounts or Credits provided to Authorized
Maintenance Center for such Products, Modules and Parts,
less transportation charges which Authorized Maintenance
Center paid for shipment of such Items to its Primary
Premise, plus normal transportation charges prepaid by
Authorized Maintenance Center to a destination specified by
Xxxxxxx, less charges, at the lesser of the adjusted invoice
price or at current list price less discounts, for any Item
originally furnished on or with any such Product, Module,
Part, but not included or damaged when received by Xxxxxxx.
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(b) Xxxxxxx has the option to purchase any new, Repaired, used or
Non-Serviceable Product, Module, Part or Core obtained by
Authorized Maintenance Center from a non-Xxxxxxx source, at a
mutually agreed upon price, not exceeding the fair market
value price or the original purchase price, whichever is less.
(c) Any signs owned by Authorized Maintenance Center of a type
recommended in writing by Xxxxxxx and bearing any Marks, at a
price mutually agreed upon by Xxxxxxx and Authorized
Maintenance Center. In the event the parties cannot mutually
agreed upon a price, Authorized Maintenance Center warrants
and guarantees such signs will be properly disposed of and no
Unauthorized third party will obtain control, use or have
access to signs and the implied or actual benefits thereof.
(d) Any Ground Support Equipment purchased from Xxxxxxx or its
designee preceding termination, and/or designed or
manufactured utilizing Xxxxxxx data, which was recommended by
Xxxxxxx and designed specifically for Maintenance Services or
Component Repair for any Item at a price mutually agreed upon
by Xxxxxxx and Authorized Maintenance Center, but in no event
at a price exceeding the original invoice price, Authorized
Maintenance Center's manufacturing cost or the acquisition
cost, less associated discounts or Credits.
13.2 TERMINATION BY AUTHORIZED MAINTENANCE CENTER
Authorized Maintenance Center may terminate this Agreement upon written
notice to Xxxxxxx. Any termination will be effective ninety (90) days
after receipt by Xxxxxxx of a termination notice, unless another date
is agreed upon in writing by the parties.
13.3 TERMINATION BY MUTUAL AGREEMENT
This Agreement may be terminated by mutual agreement any time by
written notice between Xxxxxxx and Authorized Maintenance Center. Any
provisions of termination assistance will be applicable only to the
extent as mutually agreed upon in writing and set forth in this
Agreement or in a written Termination Agreement(s).
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13.4 TERMINATION FOR NONPERFORMANCE
If Authorized Maintenance Center fails to perform any obligations
under this Agreement, such as (i) establishing and maintaining
Authorized Maintenance Center facilities in accordance with the terms
and conditions of this Agreement and the Policy Manual at the approved
Primary Premise and Branch Location(s) or (ii) providing Service,
Repair, Overhaul and Component Repair functions to Customers of
Products, Modules or Parts, in accordance with the terms and
conditions of this Agreement, Xxxxxxx shall notify Authorized
Maintenance Center in writing of such failure(s) and shall promptly
review with Authorized Maintenance Center the reasons which, in
Allison's opinion, account for such failure(s) and the period of time
(which shall not be less than ninety (90) days) during which
Authorized Maintenance Center shall be provided to correct such
failure(s). If such failure(s) have not been remedied within such
period, Xxxxxxx xxx terminate this Agreement.
13.5 TERMINATION DUE TO CERTAIN ACTS OR EVENTS
Each of the following represents an act or event that is within the
direct control of the Authorized Maintenance Center or originates from
action taken by Authorized Maintenance Center's management or owners
and which is so contrary to the spirit and objectives of this
Agreement as to entitle Xxxxxxx to damages or to constitute cause for
termination this Agreement. This decision is solely at Allison's
discretion.
When Xxxxxxx identifies any of the following acts or events have
occurred, Xxxxxxx will discuss and provide written support of the act
or event to Authorized Maintenance Center. The written support may
include a corrective action plan with associated time to correct and
address the act or event. If a corrective action plan is provided,
Authorized Maintenance Center agrees to pursue the correction and pay
a damage penalty. The parties agree that the amount of damages for
the injury to Xxxxxxx that would result from the occurrence of any of
the acts or events identified below are impossible to estimate
accurately, and that $50,000 is a reasonable forecast of such damages
in light of the harm to Xxxxxxx that would result from the occurrence
of any such acts or events, and that the difficulties of proving the
loss resulting from the occurrence of any such acts or events or in
obtaining another adequate remedy upon the occurrence of any such acts
or events warrants the parties' agreement on this $50,000 damages sum.
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Therefore, if a proposed corrective action plan is provided, the
Authorized Maintenance Center will not only correct the deficiency
identified per the terms of the corrective action plan, but pay
Xxxxxxx a $50,000.00 damages sum within ten (10) days of said notice.
If the proposed correction is not satisfied within the identified time
frame (not less than thirty (30) days) thereafter, Xxxxxxx will be
entitled to terminate this Agreement. If Xxxxxxx elects to terminate
this Agreement in lieu of providing a corrective action plan and
associated collection of a damages sum, the Authorized Maintenance
Center will receive written notice of termination. Such termination
will be effective upon receipt of the notice by the Authorized
Maintenance Center, or at a later date as may be specified in the
notice of termination.
(a) An unacceptable change, transfer or relinquishment, voluntary
or involuntary, by operation of law or otherwise, of any
interest in the legal, record or controlling interest of
Authorized Maintenance Center from the latest Authorized
Maintenance Center's Statement of Management and Ownership
accepted and Authorized by Xxxxxxx. Specific examples include
but are not limited to interest in another Authorized
Maintenance Center, interest in the Authorized Maintenance
Center acquired by an Xxxxxxx competitor and/or government
changes detrimental to the Authorized Maintenance Center's
Business Operations.
(b) An attempted or actual sale, transfer or assignment by
Authorized Maintenance Center of this Agreement or of any of
the rights granted the Authorized Maintenance Center under
this Agreement, or any attempted or actual transfer,
assignment or delegation by Authorized Maintenance Center of
any obligation under this Agreement without Allison's prior
written Authorization.
(c) A conviction by a court of original jurisdiction of an
Authorized Maintenance Center's officer, partner, director,
manager or principal stockholder of Authorized Maintenance
Center of any crime related generally to the Authorized
Maintenance Center's Business Operation(s) that is punishable
by imprisonment; or any guilty ruling by a government agency
or court of original jurisdiction that Authorized Maintenance
Center has committed an unfair or illegal business practice or
other offense related to the terms and conditions of this
Agreement or Product(s) which, in the opinion of Xxxxxxx, xxx
significantly and adversely affect the interests of Authorized
Maintenance Center, Xxxxxxx, or the reputation of the
Product(s) in the marketplace.
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(d) Insolvency of Authorized Maintenance Center; suspension of
payments by Authorized Maintenance Center; filing of a
voluntary petition in bankruptcy by Authorized Maintenance
Center; filing of a petition to have Authorized Maintenance
Center declared bankrupt or seeking appointment of a receiver
or trustee for Authorized Maintenance Center, provided such
petition is not vacated within thirty (30) days from the date
of such filing or appointment.
(e) Execution by Authorized Maintenance Center of an assignment
for the benefit of creditors or any sale or foreclosure or any
due process of law whereby any third party that is
unacceptable to Xxxxxxx acquires rights to the operation,
ownership or use of the Authorized Maintenance Center's
Primary Premise, its Branch Location(s), their equipment or
principal assets used in performing Maintenance Services for
the Products, including but not limited to inventory of
Products, Modules, Parts or Ground Support Equipment that are
required for the conduct of the Authorized Maintenance
Center's Business Operations consistent with the terms,
conditions, intent and spirit of this Agreement.
(f) Any undertaking by Authorized Maintenance Center or any of its
owners, either directly or indirectly, to conduct the
Authorized Maintenance Center Business Operation at an
Unauthorized Primary Premise, Unauthorized Branch Location(s),
or Unauthorized Marketing Office(s); or any closing,
discontinuance, significant change, or Non-Authorized Business
Operation(s) of the Primary Premise, Branch Location(s), or
Marketing Office(s) without the prior written approval of
Xxxxxxx, as evidenced by the execution of a new Primary
Premise, Branch Location(s) and Marketing Office(s) Statement.
(g) Failure of Authorized Maintenance Center to conduct its
Authorized Maintenance Center Business Operations during
customary business hours for seven (7) consecutive working
days and/or consistent with the requirements of the Customers,
except as specifically delineated in Article 4.2.2 of this
Agreement.
(h) Any intentional submission to Xxxxxxx by Authorized
Maintenance Center or by any agent or employee of Authorized
Maintenance Center of false applications or Claims for any
payment, Credit, or discount for allowance, if such
applications or Claims are fraudulent or part of a pattern of
false applications or Claims, whether or not Authorized
Maintenance Center offers or makes restitution.
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(i) Refusal by Authorized Maintenance Center to timely furnish
Business Operations related revenue or financial information
and related support data, or to permit Xxxxxxx to make an
audit, examination or copies of Authorized Maintenance
Center's data or Records, provided such failure or refusal
continues for thirty (30) days after receipt by Authorized
Maintenance Center from Xxxxxxx of a written request for such
information or permission.
(j) Willful failure of Authorized Maintenance Center to comply
with the provisions of any governing laws or regulations
relating to its performance of this Agreement.
(k) Willful and intentional use of Unauthorized Items, or
acquiring Products, Modules or Parts from Unauthorized
vendors, sources, and/or third party(s) for use in Embodiment
during a Maintenance Service or Component Repair function.
(l) Nonpayment, for a period of thirty (30) days, of the technical
fee and consideration, in whole or in part, per the terms and
schedule outlined in the Technical Fee and Consideration
Statement.
(m) Willful and intentional use or involvement in Component Repair
which is inconsistent with the terms and conditions of this
Agreement or Policy Manual.
(n) Participation as a contractor, technical consultant, joint
venture partner or supplier or any other similar arrangement,
in an enterprise or venture to manufacture products or parts
that are substitutes or replacements for Xxxxxxx Authorized
Products or Parts or the sale or marketing of such products or
parts manufactured as part of such enterprise or venture.
(o) The Unauthorized copying, use, disclosure and/or distribution
of any Xxxxxxx confidential or proprietary data, drawings,
Manuals or any other written material furnished to the
Authorized Maintenance Center per the terms and conditions of
this Agreement any affiliated agreement or as expressly
identified on the relevant document/technical data.
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(p) Participation as a subcontractor, joint-venture partner,
equity owner, voting right owner or any similar business
arrangement which essentially negates the general spirit and
objectives of this Agreement by providing the Authorized
Maintenance Center a mechanism to perform Unauthorized
Maintenance Services.
(q) Remanufacturing of Engines/Modules contrary to the terms and
conditions of this Agreement.
(r) Sale of Unauthorized Modules or Parts to a Customer or
Customer representative where the Over-the Counter sale was
made with the intent of negating the use of Authorized Items
during a Maintenance Service or Component Repair function.
Specifically, where the Over-the Counter sale resulted in the
Customer supplying the Unauthorized Modules and Parts to the
Authorized Maintenance Center for Embodiment.
(s) Failure to notify Xxxxxxx of Overshipment Item(s), and/or
failure to return the Overshipment Item(s) to Xxxxxxx.
13.6 TERMINATION FOR FAILURE TO BE LICENSED
If Xxxxxxx or Authorized Maintenance Center fails to secure or
maintain any license or permit required for the substantial
performance of either party's obligations under this Agreement or such
license or permit is suspended or revoked, irrespective of the cause,
the other party may immediately terminate this Agreement by giving the
defaulting party written notice.
13.7 TERMINATION BY GOVERNMENT ACTION
Xxxxxxx xxx terminate this Agreement effective thirty (30) business
days after written notice is mailed or personally delivered to
Authorized Maintenance Center upon the occurrence of any action,
including the adoption of any law, regulation or policy, by either the
government of the United States of America or a government(s) for
which the Authorized Maintenance Center Primary Premises or Branch
Location(s) resides, that, in the opinion of Xxxxxxx, either adversely
affects the ability of Authorized Maintenance Center or Xxxxxxx to
perform their respective obligations hereunder or so changes the
relationship between Xxxxxxx and Authorized Maintenance Center so as
to render the terms and conditions of this Agreement ineffective.
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13.8 RESPONSIBILITIES OF AUTHORIZED MAINTENANCE CENTER
Within fifteen (15) business days following the effective date of
termination or expiration of this Agreement, Authorized Maintenance
Center will xxxxxxx Xxxxxxx a list of Items and other hardware as
appropriate identifying Product, Module and Part numbers and serial
numbers if applicable along with such other information as Xxxxxxx xxx
reasonably request pertaining to Products, Modules or Parts offered to
Xxxxxxx in support of Allison's option to repurchase. Thereafter,
Xxxxxxx will, within fifteen (15) business days of receipt of such
information, advise Authorized Maintenance Center in writing, the
eligible Items and other hardware which Xxxxxxx chooses to exercise
its option to repurchase from Authorized Maintenance Center, along
with written shipping instructions thereof. Authorized Maintenance
Center will ship or arrange for shipment all such Products, Modules,
Parts, or Ground Support Equipment transportation prepaid by
Authorized Maintenance Center, to a destination specified by the
Service Parts Distribution Center in such instructions. Such shipment
will utilize the dedicated Logistics Company unless otherwise
stipulated by Xxxxxxx.
Authorized Maintenance Center will take such necessary action to
execute and deliver such written instruments as may be necessary to
convey good and marketable title for all Items and other hardware
purchased by Xxxxxxx. Further, Authorized Maintenance Center will
comply with the requirements of any applicable laws relating to bulk
sales or transfer, and satisfy and discharge any liens or encumbrances
on all Items, or Ground Support Equipment prior to their sale and
delivery to Xxxxxxx, and Xxxxxxx will assist as necessary in
resolution and discharge of any said liens or encumbrances.
Upon the termination or expiration of this Agreement, Authorized
Maintenance Center will immediately discontinue the use and display of
Xxxxxxx Xxxxx as provided in Article 12.3 of this Agreement.
Within fifteen (15) business days following the effective date of
termination or expiration of this Agreement, Authorized Maintenance
Center will return to Xxxxxxx all originals and copies of Manuals,
drawings, processes and all other proprietary information furnished by
Xxxxxxx to Authorized Maintenance Center.
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13.9 PAYMENT BY XXXXXXX UPON TERMINATION OF AUTHORIZED MAINTENANCE CENTER
Authorized Maintenance Center will be paid for Items, Cores or Ground
Support Equipment purchased by Xxxxxxx as soon as practicable
following delivery and inspection as specified by Xxxxxxx, less any
payment due or to become due from Authorized Maintenance Center to
Xxxxxxx. Xxxxxxx shall have no obligation to complete a purchase
under Article 13.1.3 if prohibited for any reason from exercising its
right to deduct from the purchase price amounts due from Authorized
Maintenance Center.
If Authorized Maintenance Center has not received payment for such
Items or Ground Support Equipment within sixty (60) calendar days
after delivery, Xxxxxxx, will, at Authorized Maintenance Center's
written request, estimate the purchase price of the Items and other
hardware and all other amounts owed to Authorized Maintenance Center
by Xxxxxxx. After deducting the amounts estimated by Xxxxxxx, to be
owing to Xxxxxxx, by Authorized Maintenance Center, Xxxxxxx will
advance Authorized Maintenance Center seventy-five percent (75%) of
the estimated net payment (list less discounts or Credits) owed to
Authorized Maintenance Center and will pay the balance, if any, as
soon as practicable thereafter, but not later than sixty (60) calendar
days, including interest on such balance at the previous months'
average prime rate as published in the Wall Street Journal.
13.10 CONSTRUCTION OF TERMINATION PROVISIONS
Authorized Maintenance Center expressly acknowledges that the rights
extended to Authorized Maintenance Center with respect to Items and
Ground Support Equipment are solely limited to the rights granted by
Xxxxxxx pursuant to this Agreement. Authorized Maintenance Center
acknowledges and agrees that the Marks referred to in Article 12
hereof enjoy an excellent reputation worldwide. Except as otherwise
provided in this Agreement, Authorized Maintenance Center shall have
no right to compensation or indemnification from Xxxxxxx in the event
of termination of this Agreement pursuant to its provisions except as
specifically delineated within this Agreement.
Xxxxxxx and Authorized Maintenance Center may rely on their rights to
terminate this Agreement under any applicable provisions of this
Agreement without reference to or waiver of any other provision that
may also be applicable in the circumstances.
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13.11 EFFECT OF TERMINATION
Termination of this Agreement does not release Authorized Maintenance
Center or Xxxxxxx from the obligation to pay any amounts due or which
may become due the other, including but not limited to the Module(s)
and Parts account.
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ARTICLE 14. ORDER OF PRECEDENCE
Any ambiguity or inconsistency in this Agreement shall be resolved by
giving precedence in the interpretation of this Agreement in the
following order:
1) The Agreement
2) The Additional Provisions Applicable to Authorized Maintenance
Center Agreement ("The Articles")
3) Statements
4) Bulletins
5) Authorized Maintenance Center Policy Manual
6) Representations and other Instructions
7) Manuals other than Authorized Maintenance Center Policy Manual
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ARTICLE 15. SOLE AGREEMENT OF PARTIES
There are no other agreements or understandings, either oral or
written, between the parties affecting this Agreement or relating to
the sale or servicing of Products, Modules and Parts except as
otherwise specifically provided or referred to in this Agreement.
No agreement between Xxxxxxx and Authorized Maintenance Center which
relates to matters covered herein, and no change in, addition to
(except the filling in of blank lines) or erasure of any printed
portion of this Agreement shall be valid or binding upon Xxxxxxx
unless the same is approved in writing by authorized representative(s)
of both Xxxxxxx and Authorized Maintenance Center.
Notices concerning matters other than termination or modification of
this Agreement may be transmitted by cable, telex, or facsimile
transmittal.
Xxxxxxx Engine Company, Inc. Authorized Maintenance Center
-----------------------------
----------------------------- -----------------------------
(Signature) (Signature)
Xxxxxxxx X. Xxxxxxxxx
-----------------------------
V.P. Industrial Engines (Typed Name and Title)
----------------------------
(Typed Name and Title)
Date Date
------------------------- -------------------------
Telephone: (000) 000-0000 Telephone:
------------------- -------------------
Facsimile: (000) 000-0000 Facsimile:
------------------- -------------------
WITNESSES
----------------------------- -----------------------------
(Signature) (Signature)
----------------------------- -----------------------------
(Typed Name and Title) (Typed Name and Title)
Date Date
------------------------- -------------------------
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