P.O. NO.:
DATE:
MASTER ORDER AGREEMENT
PAGE 1 OF 3
THIS MASTER ORDER AGREEMENT, TOGETHER WITH PROVISIONS OF EXHIBITS A, B, C, D,
AND E ATTACHED HERETO AND INCORPORATED HEREIN, CONSTITUTES THE TERMS AND
CONDITIONS GOVERNING THE SALE AND PURCHASE OF ARTICLES BETWEEN XXXXXXX'X METAL,
INC. - ST. XXXXXXX, MISSOURI, SELLER, AND ROCKWELL INTERNATIONAL CORPORATION,
NORTH AMERICAN AIRCRAFT, TULSA FACILITY, BUYER.
1. THE TERM OF THIS AGREEMENT SHALL COMMENCE ON _______ AND EXPIRE ON
_________, AND MAY BE RENEWED UPON MUTUAL AGREEMENT.
2. DURING THE TERM OF THIS MASTER ORDER AGREEMENT, BUYER MAY PURCHASE FROM
SELLER ARTICLES AT THE PRICES SET FORTH AND DESCRIBED IN EXHIBIT "D". THE
PURCHASE OF SAID ARTICLES WILL BE BY SEPARATE RELEASING PURCHASE ORDERS
AND SHALL INCORPORATE BY REFERENCE THE TERMS AND CONDITIONS OF THIS
MASTER ORDER AGREEMENT. SELLER SHALL FURNISH ARTICLES IN THE MANNER,
QUANTITIES, AND TIMES SET FORTH IN BUYER'S SEPARATE PURCHASE ORDER(S).
3. AT THE OPTION OF BUYER, SELLER MAY BE REQUESTED TO SHIP CERTAIN ITEMS BY
OTHER THAN THE TRANSPORTATION STATED ON THE FACEPLATE.
4. BUYER AND SELLER RECOGNIZE AND AGREE THAT BUYER'S NEEDS MAY FLUCTUATE.
SELLER AGREES THAT BUYER HAS MADE NO REPRESENTATION, WARRANTY, GUARANTEE
OR COMMITMENT THAT BUYER WILL PURCHASE ANY TOTAL QUANTITY OR MINIMUM
QUANTITY OF THE PRODUCTS LISTED.
5. SELLER SHALL MAKE DELIVERIES IN ACCORDANCE WITH THE GUARANTEED LEAD-TIMES
SPECIFIED IN EXHIBIT D AND ADHERE TO BUYER'S DELIVERY SCHEDULE FOR EACH
RELEASE. SELLER SHALL NOT DELIVER EARLIER THAN CONTRACT SCHEDULE WITHOUT
BUYER'S WRITTEN AUTHORIZATION AS AUTHORIZED BY EACH RELEASE OR CHANGE
NOTICE.
6. BUYER DIRECTED SCHEDULE CHANGES WHICH EXTEND THE DELIVERY BEYOND AND ARE
INITIATED PRIOR TO SELLER'S GUARANTEED LEAD-TIME AS DEFINED BY EXHIBIT
`E', 3RD COLUMN, SECOND INCREMENT, SHALL BE IMPLEMENTED BY THE SELLER AT
NO ADDITIONAL COST TO THE BUYER. ANY SCHEDULE ADJUSTMENTS TO WORK IN
PROCESS SHALL BE SET OUT FOR NEGOTIATION IN ACCORDANCE TO THE CHANGES
CLAUSE OF BUYER'S FORM 70-C-33, PARAGRAPH 12.
BUYER DIRECTED SCHEDULE CHANGES WHICH COMPRESS THE REQUIRED DELIVERY
EARLIER THAN THE SELLER'S GUARANTEED LEAD-TIME AS DEFINED BY EXHIBIT `E',
3RD COLUMN, SECOND INCREMENT, SHALL BE SUBJECT TO AN EQUITABLE ADJUSTMENT
IN ACCORDANCE WITH THE CHANGES CLAUSE OF BUYER'S FORM 70-C-33, PARAGRAPH
12.
7. ANY PART NUMBER NOT IDENTIFIED ON EXHIBIT `D' OR EXHIBIT `D-1' AND
DECLARED BY BUYER AS AN A.O.G./SPARE, SELLER'S UNIT PRICING WILL BE
SUBJECT TO NEGOTIATION BASED UPON STANDARD UNIT PRICING, PLUS ANY
EXPEDITE AND/OR SMALL QUANTITY SET-UP CHARGE IN ACCORDANCE WITH THE
CHANGES CLAUSE OF BUYER'S FORM 70-C-33, PARAGRAPH 12. SAID PART NUMBER,
NEGOTIATED PRICES AND LEAD-TIMES SHALL BE ADDED TO EXHIBIT `D-1' AND MADE
A PART OF THE MASTER ORDER AGREEMENT. THEREAFTER, ANY PURCHASE ORDER
RELEASE TO THE MASTER ORDER AGREEMENT FOR A CONFIGURATION LISTED ON
EXHIBIT `D-1' SHALL BE PRICED AT THE PREMIUM PRICE STATED THEREIN.
FOR ANY PURCHASE ORDER RELEASE OF A GIVEN CONFIGURATION LISTED ON EXHIBIT
`D' AND DECLARE BY BUYER AS AN A.O.G/SPARE, SELLER'S UNIT PRICING SHALL
BE PRICED IN ACCORDANCE WITH AN EXHIBIT `D' AND ADDITIONAL CONSIDERATION
FURTHER DEFINED AS FOLLOWS:
FOR ANY NEW PURCHASE ORDER RELEASE PURCHASED WITH LESS THAN SELLER'S
GUARANTEED LEAD-TIME AS DEFINED BY EXHIBIT `E', 3RD COLUMN, THE SELLER
WILL BE ALLOWED ADDITIONAL CONSIDERATION OF 5% TO THE APPLICABLE UNIT
PRICE AS DEFINED BY EXHIBIT `D' FOR THE MANUFACTURE AND SPECIAL HANDLING
A REQUIRED TO MEET BUYER'S SCHEDULE.
ANY PURCHASE ORDER RELEASE MARKED AS AN AOG WITH A COMPRESSED DELIVERY
SCHEDULE SHALL BE ENTITLED TO ADDITIONAL CONSIDERATION OF 10% TO THE
APPLICABLE UNIT PRICE AS DEFINED BY EXHIBIT `D'. "AIRCRAFT-ON-GROUND'
(AOG) IS DEFINED AS A PART CLASSIFIED AS A HIGH PRIORITY ITEM WITH A BEST
EFFORT DELIVERY REQUIREMENT IN ORDER TO RETURN AN AIRCRAFT TO AIRBORNE
CAPABILITY. NOTWITHSTANDING THE CONTEXT OF THIS PROVISION, ANY
EXTRAORDINARY CHARGES INCLUSIVE OF SET-UP AND OTHER SMALL QUANTITY LOT
CHARGES LIMITED TO OUTSIDE PROCESSING SHALL BE SET OUT FOR NEGOTIATION IN
ACCORDANCE WITH THE CHANGES CLAUSE OF BUYER'S FORM 70-C-33, PARAGRAPH 12.
8. AUTHORIZED REPRESENTATIVES OF ROCKWELL INTERNATIONAL, OR ITS CUSTOMER
SHALL HAVE THE RIGHT TO VISIT THE SELLER'S PLANT DURING THE PERFORMANCE
OF THIS CONTRACT FOR THE PURPOSE OF MAKING ANY NECESSARY INSPECTIONS OR
OBTAINING ANY REQUIRED INFORMATION. SUCH VISITS SHALL BE COORDINATED WITH
THE SELLER TO MINIMIZE INTERFERENCE.
9. ALL PROCUREMENT OF MATERIAL AND/OR SPECIAL PROCESSING MUST BE PURCHASED
FROM OR ACCOMPLISHED AT A SOURCE LISTED IN THE MOST CURRENT BOEING
DOCUMENT D1-4426, AND/OR IDENTIFIED IN THE BOEING COMPANY QUALIFIED
PRODUCTS LIST. SELLER SHALL SO CERTIFY BY COMPLETING THE BUYER FURNISHED
CERTIFICATE OF CONFORMANCE (REFERENCE FORM 470-B-13-3) ATTACHED TO THE
SUBCONTRACT PARTS REVISION AUTHORIZATION TRANSMITTAL (SPRAT) AND RETURN
TO THE BUYER WITH SHIPMENT.
10. SUPPLIER MUST MAINTAIN AN APPROVED QUALITY SYSTEM IN ACCORDANCE WITH
BUYER'S SPECIFICATION ST0802GT0008.
11. ALL SHIPPING DOCUMENTS AND INVOICES SHALL REFER TO PART NUMBER, MOA
NUMBER, PURCHASE ORDER RELEASE NUMBER, ITEM NUMBER AND (WHEN APPLICABLE),
TRACEABILITY NUMBER(S). THE CERTIFICATE OF CONFORMANCE (REFERENCE FORM
470-B-13-3) AND A COP OF THE COMPLETED CONFIGURATION CONTROL DOCUMENT,
FLYSHEET 9, SHALL BE SUBMITTED AS PART OF THE SHIPPING DOCUMENTS.
12. SUPPLEMENTAL REQUIREMENTS FOR IMPLEMENTATION OF TOTAL QUALITY MANAGEMENT
PHILOSOPHIES AND USE OF STATISTICAL PROCESS CONTROL, CODE 30.
THE SELLER SHALL PROVIDE A PRELIMINARY DETAILED SCHEDULE FOR
IMPLEMENTATION OF TOTAL QUALITY MANAGEMENT (TQM) PHILOSOPHIES AND USE OF
STATISTICAL PROCESS CONTROL (SPC) TECHNIQUES TO ASSURE CONTINUOUS
IMPROVEMENT IN PROCESSES AFFECTING PROCURED ARTICLES AND SERVICES.
AN EXAMPLE SCHEDULE IMPLEMENTATION PLAN AND GUIDELINES FOR TQM AND SPC
ARE DEFINED IN TOTAL QUALITY SYSTEM SPECIFICATION (TQSS) TQ0511-005.
BUYER'S APPROVAL OF SELLER IMPLEMENTATION PLAN FOR TQM AND SPC IS
REQUIRED.
THE IMPLEMENTATION PLAN IS ALSO A CONDITION FOR CERTIFICATION TO LEVELS
III, IV, AND V, AS SET FORTH BY BUYERS SUPPLIER CERTIFICATION PROGRAM.
FAILURE TO COMPLY WITH THE SCHEDULE REQUIREMENTS AS DEFINED IN SELLER'S
IMPLEMENTATION PLAN MAY BE CAUSE FOR CONTRACTUAL DEFAULT AND/OR
CERTIFICATION REVOCATION. CERTIFICATION IS REQUIRED FOR CONTINUED
PROCUREMENT ACTIVITY.
SELLER AND/OR SELLER'S SUPPLIER'S CONTROLLING KEY CHARACTERISTICS SHALL
COMPLY WITH SECTION 2 OF SPECIFICATION TQ0511--005.
EXHIBIT "A" - TERMS & CONDITIONS
THIS ORDER IS SUBJECT TO THE FOLLOWING PROVISIONS: (AS OF 4/1/84)
(WESTERN REGION)
1. This order constitutes Buyer's offer to purchase the materials, services
and articles, all of which are herein called "articles," described
elsewhere
2. SHIPPING INSTRUCTIONS: (a) On date of shipment, send original xxxx of
lading, airbill or express receipt reflecting this order number to
Buyer's Traffic Department and one copy of Notice of Shipment to Buyer's
Purchasing Department. (b) Do no insure or declare value on shipments
beyond F.O.B. point. When a shipment is subject to freight rates
dependent upon value, annotate the xxxx of lading, airbill or express
receipt to show that the shipment is released at the maximum value which
applies to the lowest rate provided in applicable tariffs. If the value
of any one shipment exceeds $200,000 notify Buyer's Traffic Department by
collect wire in advance of shipment. Consolidate all shipments to be
forwarded on one day. (c) Articles furnished in excess of the quantity
specified or in excess of any allowable overage will be retained by Buyer
at no additional cost, unless Seller notifies Buyer within 45 days after
shipment that it desires the return thereof. Seller will reimburse Buyer
for the full cost of returning such overshipment or a minimum charge of
$50.00 whichever is higher. No notification will be given to Seller of
any overshipment unless the value thereof exceeds $150.00. (d) Mail
original and two duplicate invoices to Buyer's Accounting Department when
articles are shipped. STATE SHIPPING POINT ON ALL INVOICES. Each case or
parcel and accompanying packaging list of contents must show Buyer's
order number. If no packaging list accompanies the shipment, Buyer's
count will be conclusive on Seller.
3. PACKAGING AND EXTRAS: No charges will be allowed for transportation,
packaging, packing or returnable containers unless stated in this order.
All shipments must be packaged and must conform with Buyer's packaging
specification referred to elsewhere in this order, if any, so as to
permit efficient handling and to provide protection in shipment, and if
tendered to a common carrier. Damage to any articles resulting from
improper packaging will be charged to Seller.
4. SPECIFICATIONS: All articles ordered to Government or Buyer's
specifications will comply with such specifications current as of the
date of this order unless otherwise specified by Buyer.
5. WARRANTY: Unless otherwise agreed to in writing by the parties, Seller
warrants that articles ordered to specifications will conform thereto and
to any drawings, samples or other description furnished or adopted by
Buyer, or, if not ordered to specifications, will be fit and sufficient
for the purpose intended, and that all articles will be merchantable, of
good material and workmanship, and free from defect. Such warranties,
together with Seller's service warranties and guarantees, if any, shall
survive inspection, test, acceptance of, and payment for the articles and
shall run to Buyer, its successors, assigns and customers. Except for
latent defects, fraud or such gross mistakes of Seller as amount to
fraud, notice of any defect or nonconformity must be given by the Buyer
to the Seller within one (1) year after delivery, or one (1) year after
receipt of satisfactory qualification test reports, if required,
hereunder, whichever is later. Buyer may, at its option, either return
for credit or refund or require prompt correction or replacement of the
defective or nonconforming article or part thereof. Return to Seller of
any defective or nonconforming article and delivery to Buyer of any
corrected or replaced shall be at Seller's expense. Defective or
nonconforming articles shall not be corrected or replaced unless
specified on Buyer's written order. Articles required to be corrected or
replaced shall be subject to th4e provisions of this clause and the
clause hereof entitled "Inspection" in the same manner and to the same
extent as articles originally delivered under this order, but only as to
the corrected or replaced part or parts thereof.
6. INSPECTION: All articles shall be subject to inspection and test at all
times and places, including the period of manufacture, by Buyer and, if
this order is placed under a Government contract, the Government. If any
inspection or test is made on Seller's premises, Seller, without
additional charge, shall provide all reasonable facilities and assistance
for the safety and convenience of Buyer and Government inspectors. Such
inspections and tests shall be performed in such a manner as not unduly
to delay the work. All articles re also subject to final inspection and
acceptance at Buyer's plant notwithstanding any payments or other prior
inspections. Such final inspection shall be made within a reasonable time
after delivery.
7. RELEASE OF NEWS INFORMATION AND ADVERTISING: Seller shall not, without
the prior written consent of Buyer: (a) make any news release, public
announcement, denial or confirmation of all or any part of the subject
matter of this order, or any phase of any program hereunder; or (b) in
any manner advertise or publish the fact that Buyer has placed this
order.
8. TERMINATION: Buyer shall have the right to terminate this order or any
part thereof at any time: (a) Without Cause-- In case of termination by
Buyer of all or any part of this order without cause, any termination
claim must be submitted to Buyer within sixty (60) days after the
effective date of termination. The provisions of this subparagraph shall
not limit or affect the right of Buyer to terminate this order for cause
and shall not apply to a termination for cause. (b) For Cause-- If Seller
fails to make any delivery in accordance with the agreed delivery date or
schedule or otherwise fails to observe or comply with any of the other
instructions, terms, conditions or warranties applicable to this order or
fails to make progress so s to endanger performance of this order or in
the event of any proceedings by or against Seller in bankruptcy or
insolvency or appointment of a receiver or trustee or an assignment for
the benefit of creditors, Buyer may, in addition to any other right or
remedy the benefit of creditors, Buyer may, in addition to any other
right or remedy provided by this order or by law, terminate all or any
part of this order by telegraphic or other written notice to Seller
without any liability by Buyer to Seller on account thereof. Buyer may
require a financial statement from Seller at any time during the term of
this order for the purpose of determining Seller's financial
responsibility. In the event of termination for cause. Buyer may produce
or purchase or otherwise acquire articles elsewhere on such terms or in
such manner as Buyer may deem appropriate and Seller shall be liable to
Buyer for any excess cost or other expenses incurred by Buyer.
9. PATENT INDEMNITY: Seller hereby indemnifies Buyer, its successors,
assigns, agents customers and users of the articles against loss, damage,
or liability, including costs and expenses, including attorney's fees,
which may be incurred on account of any suit, claim, judgment or demand
involving infringement or alleged infringement of any patent rights in
the manufacture, use or disposition of any articles supplied hereunder,
provided Buyer shall notify Seller of any suit 8instituted against it
and, to the full extent of its ability to do so, shall permit Seller to
defend the same to make settlement in respect thereof. Buyer does not
grant indemnity to Seller for infringement of any patent, trademark,
copyright or data rights.
10. EXCUSABLE DELAYS: Neither party shall be liable for damages for delay in
delivery arising out of causes beyond its reasonable control and without
its fault or negligence, including, but not limited to, acts of god or of
the public enemy, acts of the Government in either its sovereign or
contractual capacity, fires, floods, epidemics, quarantine restrictions,
strikes, freight embargoes, and unusually severe weather. If the delay is
caused by the delay of a subcontractor of Seller and if such delay arises
out of causes beyond the reasonable control of both Seller and the
subcontractor, and without the fault or negligence of either of them,
Seller shall not be liable to Buyer in damages unless the articles or
services to be furnished by the subcontractor were obtainable from other
sources in sufficient time to permit the Seller to meet the required
delivery schedule. Seller will notify Buyer in writing within ten (10)
days after the beginning of any such cause.
11. ASSIGNMENT: Neither this order nor any rights or obligations herein may
be assigned by Seller nor may Seller subcontract in whole, or
substantially in whole, the performance of its duties hereunder without,
in either case, Buyer's prior written consent. The terms and conditions
of this order shall bind any permitted successors and assigns of Seller.
Any consent by Buyer to assignment shall not be deemed to waive Buyer's
right to recoupment and / or set off of claims arising out of this or any
other transactions with Seller, its divisions, affiliates or
subsidiaries, or to settle or adjust matters with Seller without notice
to permitted successors and assigns.
12. CHANGES: Buyer may at any time, by a written notice, make changes in the
specifications, designs or drawings, samples or other description to
which the articles are to conform, methods of shipment and packaging, or
place of delivery. If any such change causes an increase or decrease in
the cost of, or the time required for, the performance of any part of the
work under this order, whether changed or not changed by any such order,
an equitable adjustment shall be made in the price or delivery schedule,
or both, and this order modified in writing accordingly. Any claim by
Seller for an adjustment must be made in writing within thirty (30) days
of the receipt of any such notice, provided, however, that Buyer may, in
its discretion, receive and act upon any such claim so made at any time
prior to final payment under this order. Nothing in this clause shall
excuse the Seller from proceeding without delay to perform this order as
changed.
13. INFORMATION: (a) Drawings, data, design, inventions, computer software
and other technical information supplied by Buyer shall remain Buyer's
property and shall be held in confidence by Seller. Such information
shall not be reproduced, used or disclosed to others by Seller without
Buyer's prior written consent, and shall be returned to Buyer upon
completion by Seller of its obligations under this order or upon demand.
(b) Any information which Seller may disclose to Buyer with respect to
the design, manufacture, sale or use of the articles covered by this
order shall be deemed to have been disclosed as part of the consideration
for this order, and Seller shall not assert any claim against Buyer by
reason of Buyer's use thereof.
14. BUYER'S PROPERTY: (a) All property used by Seller in connection with this
order which is owned, furnished, charged to or paid for by Buyer
including, but not limited to, materials, tools, dies, jigs, molds,
patterns, fixtures, equipment, drawings and other technical information,
specifications, and any replacement thereof, shall be and remain the
property of Buyer subject to removal and inspection by Buyer at any time
without cost or expense to Buyer and Buyer shall have free access to
Seller's premises for the purpose of inspecting or removing such
property. All such property shall be identified and marked as Buyer's
property, used only for this order and adequately insured by Seller at
its expense for Buyer's protection. Seller shall assume all liability for
and maintain and repair such property and return the same to Buyer in its
original condition, reasonable wear and tear excepted, and when such
property is no longer required hereunder, Seller shall furnish Buyer with
a list thereof and shall comply with any Buyer disposition instructions
applicable thereto. Buyer shall not be obligated to pay any invoices for
tooling until the first article produced therefrom shall have been
received and accepted. Notwithstanding the foregoing, upon written notice
to Buyer and to the extent such use will not interfere with Seller's
performance of this or other orders from Buyer in effect at the xxxx
Xxxxxx enters into a direct contract with the U. S. Government, Seller
shall have the right to use Buyer's property in the manufacture of end
items for direct sale to the U. S. Government to the extent the
Government has the right under its prime contracts with Buyer to
authorize such use by Seller, provided that, to the extent practicable,
Seller prominently identifies each such end item as being manufactured by
Seller for direct sale to the U. S. Government. (b) Materials, excluding
Government Property, furnished by Buyer on other than a charge basis in
connection with this order shall be deemed to be held by Seller as bailee
thereof. Seller agrees to pay Buyer's replacement cost for all such
material spoiled or otherwise not satisfactorily accounted for over and
above 2% thereof allowable for scrap loss.
P.O. NO.:
DATE:
EXHIBIT "B"
ADDITIONAL PROVISIONS
PAGE 1 OF 2
IN ADDITION OF BUYER'S STANDARD PROVISION FORM 70-C-33, THE FOLLOWING FLYSHEETS
AND CLAUSE CODES WILL APPLY WHEN IDENTIFIED ON EACH PURCHASE ORDER RELEASE TO
THIS MASTER ORDER AGREEMENT.
FLYSHEETS CLAUSE CODES
AA 001
TU06 015
T-001 016
X-000 000
X-000 026
081
082
085
100
101
109
258
01 BASELINE CONFIGURATION SHALL BE CONTROLLED BY THE FLYSHEET 9 AND THE
SPRAT (SUBCONTRACTED PARTS - REVISION, AUTHORIZATION, AND TRANSMITTAL),
REVISION DATED AS NOTED, WHICH ARE ATTACHED AND MADE A PART HEREOF. ALL
SUBSEQUENT CONFIGURATION CHANGES SHALL BE CONTROLLED BY DCT (DESIGN
CHANGE TRANSMITTAL) AND/OR CHANGE NOTICE TO THE PURCHASE ORDER.
15 CERTIFIED SPECIAL PROCESS SPECIFICATIONS AND/OR QUALIFIED PRODUCTS LISTED
ON THE ATTACHED SPRAT MUST BE ACCOMPLISHED AT, AND/OR PROCURED FROM, A
SOURCE CURRENTLY APPROVED BY THE BOEING COMPANY (REF-DI-4426), AND/OR
IDENTIFIED IN THE BOEING COMPANY QUALIFIED PRODUCTS LIST. SELLER WILL
CERTIFY SAME BY COMPLETING THE BUYER FURNISHED CERTIFICATE OF CONFORMANCE
WHEN ATTACHED TO THE SPRAT AND RETURNING TO BUYER WITH SHIPMENT.
16 "EXCEPT AS OTHERWISE APPROVED BY THE BUYER, SHIPMENTS SHALL CONSIST OF
FULL DELIVERY INCREMENT QUANTITIES AS IDENTIFIED BY EACH PURCHASE ORDER
RELEASE.
25 SELLER TO FURNISH BUYER ON THE 1ST OF EACH MONTH THREE (3) COPIES OF
MILESTONE REPORTS IN CHART FORM DELINEATING SIGNIFICANT EVENTS AND
PROGRESS OF SELLER'S TOTAL EFFORT UNDER THIS PURCHASE ORDER. REPORTS MUST
INCLUDE, AS A MINIMUM, INFORMATION RELATIVE TO MATERIAL AVAILABILITY,
START AND COMPLETION DATES OF FABRICATION, ASSEMBLY, TEST, AND DELIVERY
SCHEDULE OF COMPLETED ARTICLE(S). MILESTONES DEPICTING POINTS OF DECISION
AND ACTION WHICH MUST B TAKEN BY BUYER MUST ALSO BE INCLUDED.
26 BUYER WILL NOT BE LIABLE FOR WORK SELLER PLACES IN PROCESS IN ADVANCE OF
THE QUOTED LEAD-TIME.
81 THIS PURCHASE ORDER IS A RELEASE UNDER THE PROVISIONS OF THE MASTER ORDER
AGREEMENT (MOA) REFERENCED ABOVE.
82 ALL SHIPPING DOCUMENTS SHALL BE IDENTIFIED WITH PART NUMBER, MASTER ORDER
AGREEMENT NUMBER, PURCHASE ORDER NUMBER (S). A COMPLETED COPY OF THE
"CERTIFICATE OF CONFORMANCE" (REF.: FORM 470-B-13-3) AND COMPLETED COPY
OF THE "CONFIGURATION CONTROL DOCUMENT" (FLYSHEET 9 OF DCT) SHALL BE
SUBMITTED AS PART OF THE SHIPPING DOCUMENT.
85 SELLER SHALL PROVIDE WEEKLY PROGRESS STATUS REPORTS THROUGH FIRST ARTICLE
OF ACCEPTANCE. THEREAFTER, SELLER TO FURNISH BUYER ON THE 1ST DAY OF EACH
MONTH THREE (3) COPIES OF MILESTONE REPORTS IN CHART FORM DELINEATING
SIGNIFICANT EVENTS AND PROGRESS FOR SELLER'S TOTAL EFFORT UNDER THIS
PURCHASE ORDER. REPORTS MUST INCLUDE, AS A MINIMUM, INFORMATION RELATIVE
TO MATERIAL AVAILABILITY, START AND COMPLETION DATES OF PRIMARY
FABRICATION, OPERATIONS, AND DELIVERY SCHEDULE OF COMPLETED ARTICLE(S).
MILESTONES DEPICTING POINTS OF DECISION AND ACTION WHICH MUST BE TAKEN BY
BUYER MUST ALSO BE INCLUDED.
100 ALL SHIPPING DOCUMENTS SHALL BE IDENTIFIED WITH PART NUMBER, PURCHASE
ORDER, ITEM NUMBER AND, WHEN APPLICABLE TRACEABILITY NUMBERS. ALSO,
CERTIFICATION OF COMPLIANCE SHALL ACCOMPANY EACH SHIPMENT BU MAKING A
COPY OF THE LATEST APPLICABLE FLYSHEET 9 OR DCT, COMPLETING THE
CONFIGURATION CERTIFICATION SIGN-OFF INFORMATION BLOCK AND ATTACHING IT
OT THE SHIPPING DOCUMENT.
101 ALL FORMS/DOCUMENTS REQUIRING SUBMITTAL TO BUYER SHALL BE TYPED OR
LEGIBLY HANDWRITTEN USING BLACK INK.
109 ...................SHIPMENT TOLERANCE....................................
SHIPMENT(S) RECEIVED AND ACCEPTED BY BUYER FOR ANY LINE ITEM ON THIS
PURCHASE ORDER THAT MEET(S) THE TOTAL QUANTITY ORDERED INCLUSIVE OF ANY
QUANTITY TOLERANCE SET FORTH ON THE FIRST PAGE OF THIS PURCHASE ORDER
WILL BE CONSIDERED COMPLETE. ANY SHIPMENTS RECEIVED THEREAFTER WILL BE
RETURNED AT THE SELLER'S EXPENSE.
258 SELLER SHALL REQUEST INTERIM SOURCE INSPECTIONS FOR ITEMS THAT THE
DRAWING OR CONFIGURATION REQUIRED DIMENSIONAL OR FINISH VERIFICATION
PRIOR TO PROCESSING OR ASSEMBLY.
P.O. NO.:
DATE:
EXHIBIT "C"
QUALITY ASSURANCE PROVISIONS
PAGE 1 OF 1
THE BUYER'S PROCUREMENT QUALITY ASSURANCE CODES SHALL APPLY WHEN IDENTIFIED IN
EACH RESPECTIVE PURCHASE ORDER RELEASE AND ARE INCORPORATED HEREIN.
CODE 2 - COMPANY SOURCE INSPECTION
3 - RECORDS OF INSPECTIONS AND TESTS
5 - FIRST ARTICLE INSPECTION
9 - PHYSICAL AND CHEMICAL TEST REPORTS
IDENTIFIED TO SPECIFIC XXXX
00X - XX0000XX0000-XXXXXXXX XXXXXXXXXX XXXXXX
00X - XX0000XX0000-XXXXXXXX QUALITY ASSURANCE
REQUIREMENTS FOR SUBCONTRACTORS AND
SUPPLIERS
30 - REQUIREMENTS FOR IMPLEMENTATION OF TOTAL
QUALITY MANAGEMENT PHILOSOPHIES AND USE
OF STATISTICAL PROCESS CONTROL, REF. FORM T
TULQ7-92 REVISION DATED 02-11-93
35 - SUPPLEMENTAL REQUIREMENTS FOR APPROVAL,
CONTROL AND USE OF COMPUTER
SOFTWARE/FIRMWARE
P.O.:
DATE:
EXHIBIT F
ADDITIONAL PROVISIONS
XXXXXXX'X METAL, INC.
A. TOOLING
1. Notwithstanding Provision 14 set forth on Form 70-C-33 and
Flysheet AA, Seller agrees to store, in a weather protected
area, additional Buyer-furnished tooling for similar parts that
may be required to support "AOG", spares and other requirements.
Seller shall provide traceability for said tools. Such tooling
shall be identified within 60 days of contract award.
2. Tool proof shall be predicated on first article acceptance. In
the event that Buyer's furnished tooling fails to produce an
acceptable part, Seller shall immediately notify Buyer. In the
event Buyer elects for Seller to rework said tooling a price
shall be mutually agreed to between Buyer and Seller in
accordance with the changes clause of Buyer's Form 70-C-33,
paragraph 12. Conversely, upon completion of first article
inspection and acceptance of tooling, Seller agrees to provide
normal maintenance and repair at Seller's expense up to a
$200.00 cost threshold per tool and incident for the term of
this contract. In the event a tool become unserviceable during
the performance period of this contract and the replacement or
rework value exceeds $200, Buyer and Seller will negotiate a
mutually agreed to price in accordance with the changes clause
of Buyer's Form 70-C-33, paragraph 12. Notwithstanding the
provisions of this paragraph, Seller shall not rework or replace
any tools without prior written authorization from Buyer.
B. PRICING - ADD ON REQUIREMENTS
1. Seller shall furnish all material supporting production parts.
Material shall, when available, be purchased from Buyers
residual inventory at the prices as stated against Buyers
Manufacturing Order(s). Pricing shall be based on the sizes as
shown on each Manufacturing Order and any exceptions shall e
stipulated in Seller's proposal. Upon depletion of Buyer's
inventory, Seller agrees to make purchase of said material from
sources to be identified upon contract award at pre-agreed
prices. In either case, for proposal purposes, the specified
pricing against said Manufacturing Orders shall remain
unchanged. Notwithstanding the contexts of this provision, an
equitable adjustment will be made for any deviations on the raw
material call-outs between the manufacturing order and as
defined by Seller's manufacturing process.
2. Pricing as shown on Manufacturing Orders represent inventory
pricing for material issues from Buyer's inventory. Subsequent
to Buyer's inventory depletion, material pricing shall be
adjusted to coincide with pricing in effect at Buyer specified
sources under pre-negotiated unit pricing.
3. Seller shall furnish Buyer a material requirement forecast as
required at Buyer's request to facilitate Seller in the purchase
or material against said pre-negotiated pricing arrangements.
4. In the event said production rates fall below two shipsets per
month or exceeds seven shipsets per month, Buyer and Seller will
negotiate a mutually agreed to adjustment in accordance with the
changes clause of Buyer's Form 70-C-33, paragraph 12.
5. Seller recognizes and agrees that Buyer's first delivery
requirements, as specified under the Purchase Order delivery
release, may require less than normal lead-time. Seller agrees to
provide such articles in time to support Buyer's specified
delivery schedules at no increase to the base price for normal
lead-time except for extraordinary internal expedite costs, and
minimum lot charges, special handling, and expedite charges for
outside processing.
C. PROGRAM SUPPORT
1. 24 HOUR SUPPORT
Seller shall provide 24 hour detail parts fabrication support
for any emergency requirement identified by Buyer. The names and
phone numbers of key personnel who may be contacted twenty-four
hours a day, seven days a week and holidays shall be provided to
Buyer and maintained by Seller throughout the life of this
contract.
2. Seller further agrees to provide Buyer with adequate facility
space for Buyer's resident representatives during the transition
and start up of this project. Said representatives are not
expected to exceed four individuals, in number, for a period of
time, up to six months after receipt of order.
D. MILESTONE REPORTING
SELLER SHALL PROVIDE WEEKLY PROGRESS STATUS REPORTS THOUGH FIRST
ARTICLE ACCEPTANCE. THEREAFTER, SELLER TO FURNISH BUYER ON THE 1ST DAY
OF EACH MONTH THREE (3) COPIES OF MILESTONE REPORTS IN CHART FORM
DELINEATING SIGNIFICANT EVENTS AND PROGRESS FOR SELLER'S TOTAL EFFORT
UNDER THIS PURCHASE ORDER. REPORTS MUST INCLUDE, AS A MINIMUM,
INFORMATION RELATIVE TO MATERIAL AVAILABILITY, START AND COMPLETION
DATES OF PRIMARY FABRICATION, OPERATIONS, AND DELIVERY SCHEDULE OF
COMPLETED ARTICLE(S). MILESTONES DEPICTING POINTS OF DECISION AND
ACTION WHICH MUST BE TAKEN BY BUYER MUST ALSO BE INCLUDED.
E. EDI SCHEDULING
1. In addition to the requirements set forth in this proposal, at
buyer's option, seller will cooperate with the Buyer to develop
the capability to receive Requirements Planning information
through the use of Electronic Data Interchange, ANSI AXC X12
formats. Seller will use the requirements planning information
to schedule shipments to Rockwell International on an as needed
basis and will release parts according to the agreed upon
release cycle. Seller will notify buyer of schedule support and
shipment of parts using EDI as shipments occur. At buyer's
option, bar coding may be used to aid in shipment
identification.
F. PRODUCTION RELEASES
1. Seller is hereby authorized to manufacture parts 6 months in
advance of stipulated purchase order delivery schedules.
Notwithstanding the context of this provision, Seller shall
inventory said parts and ship in strict compliance to Buyer's
purchase order schedules further defined as no less than four
shipsets every other month.
MASTER ORDER AGREEMENT
This Master Order Agreement, along with the provisions of attachments, exhibits,
forms, flysheets, and codes contained in Attachment "L" attached hereto and
incorporated herein, constitutes the terms and conditions governing the sale and
purchase of specific articles between XXXXXXX'X METAL, INCORPORATED, SELLER, and
ROCKWELL INTERNATIONAL CORPORATION, NORTH AMERICAN AIRCRAFT, TULSA FACILITY,
0000 XXXXX XXXXX XXXX, XXXXX, XXXXXXXX 00000-0000, U.S.A., BUYER, commences on
the day that both Buyer and Seller have signed and dated the agreement.
1. During the term of this Master Order Agreement, Buyer may purchase from
Seller 250 shipsets of production articles at billing prices set forth and
described in Exhibit "A", certain spare parts and/or replacement articles;
and other non-recurring products and services at prices set forth in
Exhibit "A". The purchase of said articles and authorization to procure
long lead materials will be by separate releasing purchase orders and
shall incorporate by reference the terms and conditions of this Master
Order Agreement.
2. This agreement shall not expire until six months following the delivery of
the last anticipated production article, which is identified in Clause 1
above and may be renewed/extended upon mutual agreement.
3. Buyer and Seller recognize and agree that Buyer's needs may fluctuate
between 5 and 21 shipsets per month at rate. Seller agrees that Buyer has
made no representation, warranty, guarantee or commitment that Buyer will
purchase any total quantity or minimum quantity of the products listed.
Buyer will not be liable for product Seller places in fabrication and/or
assembly in advance of the standard leadtime (as defined by Exhibit "B")
other than its long lead materials which have been authorized at that
point in time.
4. Seller shall fabricate and deliver those items in accordance with the
specifications and schedules included in the releasing purchase orders to
standard commercial practices and where applicable other specifications
identified within the technical requirements documentation or other
attachments which are part of this agreement.
5. Seller shall furnish all material, tooling, and processing required to
support production of the parts, except as noted, if any.
Basic tooling should support at least a 7-shipment-per-month rate. Rate
tools "A", if required, should produce an additional 7 shipsets per month;
and rate tools "B", if required, should produce an additional 7 shipsets
per month, for a total of 21 shipsets per month. Rate tooling "A" and "B"
shall be provided by Seller only upon written authorizations from
Rockwell.
6. Seller shall develop production plans and schedules for production
articles based on Attachment "F", however, firm delivery schedules will be
contained in the release purchase order for said production articles.
Production plans and schedules will include plans for the incremental
purchase of material and the fabrication of specific numbers of production
articles in accordance with predetermined lead times ("incremental release
schedules"). The anticipated incremental release schedules for long lead
material releasing purchase orders are forecasted in Attachment "R".
Release of firm delivery schedules will be based on the standard leadtimes
of Exhibit "B".
7. From time to time, and as problems arise, Seller shall provide, at no cost
to Buyer, timely on-site service at both Buyer's facility and/or Buyer's
Customer's facility to participate in joint team studies to effect
resolution of Seller's fabricated parts on Buyer's assembly.
8. Buyer-directed schedule decelerations shall be implemented by the Seller
at no additional cost to Buyer.
Buyer-directed schedule accelerations which compress the required delivery
earlier than the Seller's standard leadtime as defined by Exhibit "B",
second column, shall be subject to an equitable adjustment in accordance
with the Changes Clause 12 as stated in Flysheet T-001, "Boeing Commercial
Aircraft Special Provisions", Paragraph B.
9. Seller shall provide 24-hour detail parts fabrication support for any
emergency requirement identified by Buyer.
10. Seller's pricing for additional non-recurring support, production articles
and/or spare parts not identified on Exhibit "A" and declared by Buyer as
an AOG/Spare, will be negotiated, based upon similar standard unit
pricing/costs, plus any expedite and/or unamortized set-up charges in
accordance with the Buyer's Changes Clause 12 as stated in Flysheet T-001,
"Boeing Commercial Aircraft Special Provisions", Paragraph B.
11. If at any time after March 31, 2000, the delivery schedule shall increase
to eighteen (18) shipsets per month or greater for more than three (3)
consecutive months or decrease to five (5) shipsets per month or less for
more than three (3) consecutive months, then the shipset average billing
price (as shown in Exhibit "A") for those shipsets delivered during the
period in which such production cycle occurs will be decreased or
increased in accordance with the following, starting with the first month
in which such increase or decrease cycle occurs.
Eighteen (18) per month or greater production rate: Unit price decrease
equals two percent (2%) of price shown in Exhibit "A". Five (5) per month
or less production rate: Unit price increase equals ten percent (10%) of
price shown in Exhibit "A".
12. Price adjustments for non-schedule related issues are subject to the
following.
Substantial Engineering or manufacturing changes:
If Buyer and Seller mutually agree that there is a substantial change to
any production article due in part to a change in manufacturing
procedures, manufacturing technology, process specifications, material
type or changes pursuant to Clause 18 of this Master Order Agreement
titled "Supplements and Modifications", the Buyer and Seller will mutually
agree on price adjustment(s) based on the cost detail (proposal) provided
by the Seller for the changes to the Statement of Work and or terms and
conditions in accordance with the Buyer's Changes Clause 12 as stated in
Flysheet T-001, "Boeing Commercial Aircraft Special Provisions", Paragraph
B.
Price adjustments at First Article Inspection at Boeing of Rockwell's
first shipset and airplane certification:
Price adjustment proposals (written) for the above price adjustments much
be received within 30 days of the above noted event (Buyer's first article
delivery/inspection at Boeing or airplane certification).
Buyer and Seller shall review the then current statement of work to
identify any changes made to the Statement of Work since its inception and
price adjustments will be mutually agreed upon as described above in
accordance with the Buyer's Changes Clause 12 as stated in Flysheet T-001,
"Boeing Commercial Aircraft Special Provisions", Paragraph B.
Within thirty (30) days after airplane certification, Buyer and Seller
shall again review the then current statement of work to identify any
changes incorporated since the time of first article inspection and price
adjustments will be mutually agreed upon as described above in accordance
with the Buyer's Changes Clause 12 as stated in Flysheet T-001, "Boeing
Commercial Aircraft Special Provisions", Paragraph B.
Included in the negotiated price is one-half of one percent (0.5%) for
tool maintenance.
Within sixty days after Seller's delivery of Shipset 125, Buyer and Seller
shall review the actual recurring aluminum material escalation experience
during the preceding years of this agreement (i.e., for Shipsets 1-125) to
determine if the negotiated price (negotiated 19 May 1995) should be
adjusted for escalation on Shipsets 126-250. The then current DRIPPI3353NS
index will be used as the reference index for the escalation actuals and
projections review. Such a review would pertain only to the negotiated
baseline for the ALUMINUM SHEET, PLATE, FOIL material recurring price and
shall be in accordance with the Buyer's Changes Clause 12 as stated in
Flysheet T-001, "Boeing Commercial Aircraft Special Provisions", Paragraph
B. The aluminum escalation adjustment, if determined to be required shall
be applied to Shipsets 126-250 only. Aluminum escalation adjustment shall
not be applied to shipsets 1-125. The negotiated baseline aluminum
mid-point escalation percentage for the full 250 shipset period of
performance was 8% and will be used as reference point for the excalation
review between Buyer and Seller.
The prices set forth in Exhibit "A" shall be adjusted with respect to any
change described in Clause 18 of this Master Order Agreement titled
"Supplements and Modifications", or as described above which is made after
airplane certification, but only if such change satisfies the following
criteria:
NON-RECURRING
The non-recurring price (either debit or credit) for any change
exceeds one-half of one percent (0.5%) of the sum of the then
current non-recurring prices set forth in Exhibit "A".
RECURRING
The amount resulting from dividing the recurring price (either
debit or credit) for any change by the number of shipsets
affected by such change exceeds one percent (1%) of the then
current shipset billing price set forth in Exhibit "A".
14. Seller shall, subject to the terms of Buyer's "Changes" clause, promptly
comply with the provisions of applicable documents identified within and
made a part of this Master Order Agreement or referenced within the
technical documentation, either as Rockwell or Boeing controlled
documents, and any revisions thereto, as each document may be amended from
time to time.
15. Seller shall provide weekly progress status reports through first article
acceptance. Thereafter, Seller to furnish Buyer on the first day of each
month three (3) copies of milestone reports in chart form delineating
significant events and progress for Seller's total effort under this
purchase order. Reports must include, as a minimum, information relative
to material leadtime availability, current material inventory, start and
completion dates of primary fabrication, work in process (WIP),
operational issues (if any), finished goods inventory, and delivery
schedule of completed article(s). Milestones depicting points of decision
and action which must be taken by Buyer to insure timely delivery must
also be depicted on the reports. The Seller shall depict slipped milestone
dates on milestone schedule as slips and a recovery date placed next to
the slipped milestone line on the schedule. The Seller shall promptly
communicate milestone schedule slips and delays to Buyer, complete with a
recovery plan.
16. At Buyer's option, Seller will cooperate with the Buyer to develop the
capability to receive contract change notices and other information, such
as requirements planning/schedule information through the use of
Electronic Data Interchange (EDI), ANSI ASC x12 or UN/EDIFACT formats.
Seller will use the schedule/planning information as it would other
controlled change documentation, to schedule release of parts according to
the agreed terms and conditions of this Master Order agreement. Seller may
also be requested to provide to the Buyer the required monthly status
information, invoices, and other information as the Buyer and Seller may
agree to establish as EDI transactions.
17. At Buyer's option, bar coded information may also be required to aid in
part number and/or shipment identification.
18. Supplements and Modifications: Buyer and Seller acknowledge that this
Master Order Agreement does not, as of the date hereof, fully and finally
determine all of the terms of the rights, obligations and liabilities of
Seller and that, notwithstanding the absence of all of such terms, Seller
and Rockwell intend to make a contract hereby and intend to be bound by
the terms hereof (including those yet to be determined). With respect to
such terms which are not yet fully determined, Rockwell shall, from time
to time, from and after the execution and delivery of this Master Order
Agreement, specify such terms by notice given by Rockwell to Seller
pursuant to this Master Order Agreement, and all such terms shall be
binding upon Seller. Such specification of terms shall be made by Rockwell
in its sole discretion, exercised in good faith and in a commercially
reasonable manner. With respect to the commercial reasonableness of any
such specific term, Seller acknowledges that the market for the sale of
new commercial jet transport is extremely competitive and requires from
manufacturers and suppliers the commitment of very substantial resources
and may require the expenditure of substantial resources, and will likely
require extraordinary effort. Accordingly, any specification of terms
hereof by Rockwell, as provided for above, shall not be deemed to be
commercially unreasonable solely because such term requires Seller to
expend substantial sums or to undertake extraordinary efforts to meet the
program requirements specified by Rockwell. By way of example, and not as
a limitation of the foregoing, Seller may be required in order to support
program requirements to increase its production rate to keep pace with
Rockwell's development or production schedule for program airplanes and
derivatives as determined by Rockwell from time to time with reference to
actual and anticipated market demand for program airplanes and
derivatives.
Without limiting the foregoing, nothing in this Paragraph 18 is intended
by the parties to affect the provisions of Clause 12 or 13 of, or any
provisions contained in, this Master Order Agreement or the rights or
obligations of either party with respect to any adjustment or change to,
or the payment of, prices, whether or not arising from the further
determination of the terms of this Master Order Agreement or the
expenditure of substantial sums or the undertaking of extraordinary
efforts by the Seller.
19. Investment Tax Credit and Depreciation: For U.S. Federal income tax
purposes, Rockwell's Customer, The Boeing Company, shall be entitled to
claim all tax credit and depreciation with respect to all Tooling and
other eligible property under this subcontract based on its equitable
interest in such property and regardless of the fact that it may not have
legal ownership or legal title in the Tooling and other eligible property
in which Boeing has an equitable interest.
(SELLER) (BUYER)
XXXXXXX'X METAL, INC. ROCKWELL NTERNATIONAL CORPORATION
NAME: /s/ Xxx Xxxxxxxxxx NAME: /s/ X.X. Xxxxxxx
TITLE: Program Manager TITLE: Material Advisor
DATE: September 26, 1995 DATE: 31 August 1995
LMI PUTS AND TAKES
Rockwell 11/23/96 Position
In response to LMI 11/22/96 Letter
Negotiated Pricing is Based upon Shipset Value of $29,196.40. Using $29,196.40
as a baseline, the pricing to be placed in the Change Notice and shown below
{(a), (b), (c), (d)} is adjusted to pay LMI more money earlier in the contract
to cover upfront costs.
It is important to note that the total value of $20,735,880.00 remains the same,
but the distribution of the dollars is different. In other words, if there were
to be negotiations due to a design change the shipset baseline price for #5 is
$16,921.04, #6 is $12,275.36, for a total of $29,196.40. Individual part number
prices in 9/27/96 price breakdown from the baseline for the individual part
numbers.
If no additional changes occurred to the baseline and the follow-on shipsets
were awarded to LMI, the baseline value for #6 for Shipset 1001 would be
$12,275.38. The baseline value for $5 for Shipset 501 would be $16,921.04.
The reader should not use the prices under (a), (b), (c), (d) to establish the
baseline price. These are to accommodate payment terms agreed upon during
negotiations.
Shipset Qty Per Shipset Total
----------- ----------- -----
(a) #5, 1-250 18,820.07 4,705,017.50
(b) #6, 1-250 14,212.78 3,553,195.00
--------- ------------
33,032.85 8,258,212.50
(c) #5, 251-500 15,022.01 3,755,502.50
(d) #6, 251-1000 11,629.55 8,722,165.00
--------- ------------
26,651.56 12,477,667.50
8,258,212.50
12,477,667.50
$20,735,880.00
#5,501-1000 16,921.04 8,460,520.00
Pkg. #35,
1-1000 Recurring: Unit Prices to be corrected to reflect 9/22/85
negotiation. Then reduce unit price by 1.5% for increased
quantities to 1000 ships.
Pkg. #48,
1-1000 Recurring: Reduce unit price by 1.5% for increased quantities
to 1000 ships.
Non-Recurring: LMI to absorb $3,749.62 claim in 11/22/96
position letter as part of the negotiated settlement.
Rockwell retains the right to withdraw this offer in its entirety if LMI rejects
any part of the offer.
Rockwell Position 11/23/96 (Response to LMI Position 11/22/96)
Payment Terms:
Net 60 days (delete deferred payments from $5, #6, #35, #48)
In addition to the invoices submitted to Rockwell Accounts Payable, LMI
will provide a duplicate copy of invoices to Rockwell buyer to assist
in promoting prompt payments and troubleshooting of receiving
rejections which cause payment delays.
A monthly status system of tracking payments will be established
immediately to give "early warning" for unpaid invoices. The monthly
status log of invoices and payment status will be reviewed by Rockwell
and LMI every month. LMI will be responsible for updating status each
month and submitting it to Rockwell for review and troubleshooting. The
LMI status log will include date of status, invoice numbers, shipper
numbers, P.O. number, Line Item Nos., invoice amount, date of invoice,
reasons payment delay, actions being taken to resolve payment delay,
date paid.
the details of this log and its management will be worked out
separately from these negotiations. The description above is only
intended to outline a concept. Rockwell desires to allow invoice
management to be part of day-to-day administration and not something
that holds up these negotiations from concluding asap.
Finance Charge (4% at the price time):
LMI to retain 4% finance3 charges monies. LMI exceptions to any of the
terms and conditions outlined in this Rockwell offer will cause this
allowance to be re-evaluated by Rockwell.
Flysheet Aluminum Escalation
Rockwell/Xxxxxxx'x Metal Escalation Terms and Conditions
The following summarizes the terms and conditions of the escalation clause
agreed upon by Rockwell and Xxxxxxx'x Metals during the 23 November 1996
negotiations for Packages #5, #6, #48 and #35. Escalation for the first 500
shipsets for all four packages is already incorporated into the baseline pricing
and not subject to any additional escalation as provided herein for shipsets
501-1000.
LMI will assume up to 16% escalation increase to baseline aluminum prices
negotiated for #5 and #6 on 11/23/96. #48 and #35 aluminum baseline is the
9/22/95 aluminum prices and LMI will absorb up to 16% escalation increase. Any
escalation increases above 16% are to be calculated in accordance with this
flysheet and are to paid by Rockwell.
Rockwell will pay delta over 16% for the period of performance for #501-#750,
#751-#1000.
LMI agrees to notify Rockwell in a timely manner ("timely manner" means "in time
to assess if ordering long-lead versus waiting six months before #501 or #751)
of any anticipated or potential price increases. This cooperative on-going
assessment of pricing will allow both LMI and Rockwell to management escalation
so that impacts to the program cost are either eliminated or are at least
maintained at affordable prices. LMI is under obligation to provide adequate
notification to Rockwell so we can work out a mutually agreeable plan to control
increases to the baseline price.
Packages #5 and #6: The baseline for material prices are contained in the
individual part prices used by Rockwell to develop the $29,198.40 shipset price
for packages #5 and #6. Refer to Flysheet Escalation - Matrix 5/6 for individual
baseline material prices.
#5 $16,921.04
#6 $12,275.36
$29,196.40
Packages #35 and #48: The baselines for material prices are contained in the
individual part prices negotiated on 22 September 1995. Refer to Flysheet
Escalation - Matrix 35 and Flysheet Escalation - Matrix 48 for individual
baseline material prices.
Rockwell is not responsible for additional charges for material ordered late by
LMI which may cause expediting charges or additional, unplanned charges for
escalation.
ADDITIONAL AMENDMENTS TO MASTER ORDER AGREEMENT DATED 3-5-96
(Per discussions with Company)
1. The following is added to the last two paragraphs of Clause 12:
"; to be applied on a per tool basis."
2. First paragraph in Clause 8 is deleted.
3. The following is added to the beginning of Clause 11:
"Buyer-directed schedule decelerations or accelerations should be
implemented by the Seller at no additional cost to Buyer, except as noted
below:" 4. Clause nos. 14, 15, 16, 17, 18 and 18 are renumbered as 13,
14,15,16,17 and 18 respectively.
