BUYER FURNISHED EQUIPMENT PROVISIONS DOCUMENT
between
THE BOEING COMPANY
and
WESTERN PACIFIC AIRLINES, INC.
Exhibit E to Purchase Agreement Number 1947
P.A. No. 1947 E
K/WPA
BUYER FURNISHED EQUIPMENT PROVISIONS DOCUMENT
Dated
Relating to
BOEING MODEL 737 AIRCRAFT
This Buyer Furnished Equipment Provisions Document is Exhibit
E to and forms a part of Purchase Agreement No. 1947, between The Boeing Company
(Boeing) and Western Pacific Airlines, Inc. (Buyer) relating to the purchase of
Boeing Model 737-300 aircraft.
P.A. No. 1947 E
K/WPA (I)
BUYER FURNISHED EQUIPMENT PROVISIONS DOCUMENT
1. General.
Certain equipment to be installed in the Aircraft is furnished to
Boeing by Buyer at Buyer's expense. This equipment is designated "Buyer
Furnished Equipment" (BFE) and is listed in the Detail Specification. On or
before October 1, 1996, Boeing will provide to Buyer a BFE Requirements
On-Dock/Inventory Document (BFE Document) or an electronically transmitted BFE
Report which may be periodically revised, setting forth the items, quantities,
on-dock dates and shipping instructions relating to the in sequence installation
of BFE. For planning purposes, a preliminary BFE on-dock schedule is set forth
in the attachment to this Exhibit.
2. Supplier Selection.
Buyer will:
2.1 Select and notify Boeing of the suppliers of the
following BFE items by the following dates:
Galley System
Complete
Seats (passenger)
Complete
2.2 Meet with Boeing and such selected BFE suppliers promptly after
such selection to:
2.2.1 complete BFE configuration design requirements for such
BFE; and
2.2.2 confirm technical data submittal dates for BFE
certification.
3. Buyer's Obligations.
Buyer will:
3.1 comply with and cause the supplier to comply with the
provisions of the BFE Document or BFE Report;
3.1.1 deliver technical data (in English) to Boeing as
required to support installation and FAA certification in accordance with the
schedule provided by Boeing or as mutually agreed upon during the BFE meeting
referred to above;
P.A. No. 1947 E-1
K/WPA
3.1.2 deliver BFE including production and/or flight training
spares to Boeing in accordance with the quantities and schedule provided
therein; and
3.1.3 deliver appropriate quality assurance documentation to
Boeing as required with each BFE part (D6-56586, "BFE Product Acceptance
Requirements");
3.2 authorize Boeing to discuss all details of the BFE directly
with the BFE suppliers;
3.3 authorize Boeing to conduct or delegate to the supplier quality
source inspection and supplier hardware acceptance of BFE at the supplier
location;
3.3.1 require supplier's contractual compliance to Boeing
defined source inspection and supplier delegation programs, including
availability of adequate facilities for Boeing resident personnel; and
3.3.2 assure that Boeing identified supplier's quality
systems be approved to Boeing document D1-9000;
3.4 rovide necessary field service representation at Boeing's
facilities to support Boeing on all issues related to the installation and
certification of BFE;
3.5 deal directly with all BFE suppliers to obtain overhaul data,
provisioning data, related product support documentation and any warranty
provisions applicable to the BFE;
3.6 work closely with Boeing and the BFE suppliers to resolve any
difficulties, including defective equipment, that arise;
3.7 be responsible for modifying, adjusting and/or calibrating BFE
as required for FAA approval and for all related expenses;
3.8 warrant that the BFE will meet the requirements of the Detail
Specification; and
3.9 be responsible for providing equipment which is FAA certifiable
at time of Aircraft delivery, or for obtaining waivers from the applicable
regulatory agency for non-FAA certifiable equipment.
4. Boeing's Obligations.
Other than as set forth below, Boeing will provide for the installation
of and install the BFE and obtain certification of the Aircraft with the BFE
installed.
P.A. No. 1947 E-2
K/WPA
5. Nonperformance by Buyer.
If Buyer's nonperformance of obligations in this Exhibit or in the BFE
Document causes a delay in the delivery of the Aircraft or causes Boeing to
perform out-of-sequence or additional work, Buyer will reimburse Boeing for all
resulting expenses and be deemed to have agreed to any such delay in Aircraft
delivery. In addition Boeing will have the right to:
5.1 rovide and install specified equipment or suitable alternate
equipment and increase the price of the Aircraft accordingly; and/or
5.2 deliver the Aircraft to Buyer without the BFE installed.
6. Return of Equipment.
BFE not installed in the Aircraft will be returned to Buyer in
accordance with Buyer's instructions and at Buyer's expense.
7. Title and Risk of Loss.
Title to and risk of loss of BFE will at all times remain with Buyer or
other owner. Boeing will have only such liability for BFE as a bailee for mutual
benefit would have, but will not be liable for loss of use.
8. Indemnification of Boeing.
Buyer hereby indemnifies and holds harmless Boeing from and against all
claims and liabilities, including costs and expenses (including attorneys' fees)
incident thereto or incident to successfully establishing the right to
indemnification, for injury to or death of any person or persons, including
employees of Buyer but not employees of Boeing, or for loss of or damage to any
property, including any Aircraft, arising out of or in any way connected with
any nonconformance or defect in any BFE and whether or not arising in tort or
occasioned in whole or in part by the active, passive or imputed negligence of
Boeing. This indemnity will not apply with respect to any nonconformance or
defect caused solely by Boeing's installation of the BFE.
9. Patent Indemnity.
Buyer hereby indemnifies and holds harmless Boeing from and against all
claims, suits, actions, liabilities, damages and costs arising out of any actual
or alleged infringement of any patent or other intellectual property rights by
BFE or arising out of the installation, sale or use of BFE by Boeing.
P.A. Xx. 0000 X-0
X/XXX
00. Definitions.
For the purposes of the above indemnities, the term "Boeing" includes
The Boeing Company, its divisions, subsidiaries and affiliates, the assignees of
each, and their directors, officers, employees and agents.
P.A. Xx. 0000 X-0
X/XXX
Xxxxxxxxxx A to
Exhibit E
BOEING MODEL + AIRCRAFT
Item Preliminary On-Dock Dates
May 1997 May 1997
Aircraft Aircraft
-------- --------
Seats 3/14/97 3/18/97
Galleys 3/10/97 3/12/97
Electronics 3/ 5/97 3/ 5/97
Furnishings 3/ 3/97 3/ 7/97
P.A. No. 1947 E
K/WPA A-1
