FINAL CONTRACT
Revision 03, November 17, 1999
between
TRAINING DEVICES INTERNATIONAL INC.
0000 X.XXXXXX XXXXXXX
XXXX. 0X
XXXXXXXXX, XXXXXXXX 00000-0000
XXXXXX XXXXXX OF AMERICA
- hereinafter referred to as "TDI"
and
HYDRAUDYNE SYSTEMS & ENGINEERING X.X.
XXXXXXXXXXXXXXXXXX 0, X.X. XXX 00
0000 XX BOXTEL
THE NETHERLANDS
- hereinafter referred to as "HYDRAUDYNE"
CONCERNING THE MANUFACTURE AND DELIVERY OF
TWO (2) LEVEL C/D MOTION SYSTEMS FOR THE
FULL FLIGHT SIMULATOR PROGRAM
OF BEECH 1900 SIMULATORS
--------------------------------------------------------------------------------
Hydraudyne Systems & Engineering B.V. Page 1
Final Contract TDI - Hydraudyne Rev.03 17/11/99
TABLE OF CONTENTS
1. EXPLANATION OF TERMS...................................................4
2. SUBJECT MATTER OF THIS CONTRACT........................................4
3. TIME SCHEDULE..........................................................5
4. DEFAULT OF DELIVERY / DELAY............................................5
5. PLACE OF DESTINATION - INSTRUCTIONS FOR SHIPMENT / TITLE AND RISK......6
6. LIABILITY INSURANCE....................................................6
7. WARRANTY...............................................................7
8. PATENT RIGHTS / OWNERSHIP..............................................7
9. PRICES.................................................................7
10. PAYMENT................................................................8
11. RIGHTS OF USE CONCERNING USER DOCUMENTATION............................8
12. RIGHTS OF USE CONCERNING COMPUTER SOFTWARE.............................9
13. EXTRAORDINARY TERMINATION OF CONTRACT, SETTLEMENT OF RESIDUAL CLAIMS...9
14. SPARES.................................................................9
15. QUALITY CONTROL.......................................................10
16. QUALITY INSPECTION, FACTORY TESTING AND ACCEPTANCE....................10
17. GENERAL ALTERATIONS OF THE CONTRACT...................................11
18. PARTIAL INVALIDITY....................................................11
19. VENUE OF JURISDICTION.................................................11
20. GENERAL PROVISIONS....................................................11
21. CONTRACT VALIDITY.....................................................12
--------------------------------------------------------------------------------
Hydraudyne Systems & Engineering B.V. Page 2
Final Contract TDI - Hydraudyne Rev.03 17/11/99
LIST OF APPENDICES
Appendix 1 Scope of Supply
Appendix 2 Supply Prices
Appendix 3 Hour Rates Hydraudyne Engineers
Appendix 4 Milestone Schedule Motion System 1 and 2
Appendix 5 Technical Specification HSE-6-MS-60-C-5D
Appendix 6 Master Performance Bond document
--------------------------------------------------------------------------------
Hydraudyne Systems & Engineering B.V. Page 3
Final Contract TDI - Hydraudyne Rev.03 17/11/99
1. EXPLANATION OF TERMS
In this contract, the following abbreviations shall have the meanings shown
hereafter. Other abbreviations may be introduced and defined in the relevant
sections of this contract.
ABBREVIATION EXPLANATION
End User End user or owner of simulator
TDI Prime contractor, namely:
Training Devices International Inc.
0000 X. Xxxxxx Xxxxxxx
Xxxx. 0X
Xxxxxxxxx, Xxxxxxxx 00000-0000
Xxxxxx Xxxxxx of America
HYDRAUDYNE Subcontractor of TDI, namely:
Hydraudyne Systems & Engineering X.X.,
Xxxxxxxxxxxxxxxxxx 0, X.X. Xxx 00,
0000 XX Boxtel, The Netherlands
RFT Shall mean the simulator and its subsystems are
Ready For Training as deemed by TDI.
2. SUBJECT MATTER OF THIS CONTRACT
2.1. HYDRAUDYNE shall be fully and exclusively responsible to TDI for the
correct execution of this contract with respect to the deliverable items
(material and services) to be provided hereunder on the commercial,
technical, time schedule and quality assurance levels in accordance with
the provisions of this contract and its appendices.
2.2. HYDRAUDYNE as a specialist company and having knowledge of the intended
use of the subject matter of this contract undertakes to provide the
following services and to supply the following "Works".
2.2.1. Manufacture, installation, commissioning and tuning of the first
delivered motion system. Manufacture, and installation assistance of the
second motion system.
2.2.2. Delivery of Documentation to the extent described in Appendix 1.
2.2.3. FAA certification and tuning support of the first motion system as
described in Appendix 1, item 13.
2.2.4. Training Courses as described in Appendix 1.
--------------------------------------------------------------------------------
Hydraudyne Systems & Engineering B.V. Page 4
Final Contract TDI - Hydraudyne Rev.03 17/11/99
2.3. The minimum performance of the system shall conform to Technical
Specification HSE-6-MS-60-C-5D, Appendix 5 with an enhanced bandwidth
(frequency response) of 0.1-4 hertz in heave mode, not to exceed
45 DEG., and FAA AC 120-40B motion criteria for level C/D. Design changes
are not included in the supply price and have not been taken in
consideration in the mile stone schedule. Design changes may result in
an increase of the supply price and/or a delay in delivery time.
3. TIME SCHEDULE
3.1. HYDRAUDYNE shall keep the delivery dates as per Appendix 4 (Milestone
Schedule) for the services and supplies as described in Appendix 1.
4. DEFAULT OF DELIVERY / DELAY
4.1. In the event that HYDRAUDYNE is delayed in meeting any date specified
in the Milestone Schedule, HYDRAUDYNE shall promptly provide to TDI
possible work-around plans to minimize the delay on the Program. Such
plans may include the assignment of additional personnel, increase in
required hours of work, acceleration of effort on parallel tasks, and
other planned efforts that are designed to overcome the effect of the
delay.
4.2. In the event that HYDRAUDYNE anticipates that it will be or actually is
delayed by a cause that is the result or fault of HYDRAUDYNE from
meeting any date specified in the Milestone Schedule, HYDRAUDYNE shall
promptly provide to TDI possible recovery plans to minimize the delay.
4.3. In the event that dates specified in the Milestone Schedule is not
observed by sole fault of HYDRAUDYNE or its supplies, HYDRAUDYNE shall
pay TDI a penalty of 0.5% of the value of the delayed delivery or
service, per week of delay. If the delay causes the RFT date to be
delayed, HYDRAUDYNE will pay to TDI $ 500/day until the delay is
remedied. If any delay exceeds sixty (60) days, HYDRAUDYNE will be in
default. The sum of all penalties shall not exceed 5% of the contract
value. If the penalty cap is reached, HYDRAUDYNE will be in default.
A grace period of one week is extended at the option of TDI only if the
delay will not effect RFT.
4.4. The payment of the contract penalty shall not release HYDRAUDYNE from its
obligations hereunder.
4.5. HYDRAUDYNE shall not be liable for loss or damage resulting in any
delay or failure to deliver or complete the works within the time
specified as a result of acts of God, any civil or military authority,
civil disturbances, strikes, fires, floods, other catastrophes,
embargoes, any governmental restrictions and any circumstances beyond
HYDRAUDYNE' control except delays by its suppliers. In case of such
events, HYDRAUDYNE shall, within 7 working days after such an event,
notify TDI of the consequences in writing.
Where HYDRAUDYNE is prevented from or delayed in performing its
obligations under this contract by any event under this clause, HYDRAUDYNE
shall be given such an extension of time as may be reasonable having
regard to the duration of the mentioned events under this clause, the
effect of these events on HYDRAUDYNE' operations and HYDRAUDYNE' duty to
mitigate the
--------------------------------------------------------------------------------
Hydraudyne Systems & Engineering B.V. Page 5
Final Contract TDI - Hydraudyne Rev.03 17/11/99
consequences of any delay caused by this clause, however, such
extension of time shall not exceed the period of 3 (three) months (in
aggregate) following the date of the incident.
4.7. If HYDRAUDYNE is in default as set forth above, TDI may, in addition to
any other remedies available under this contract or applicable law
(whether law or in equity), terminate this contract upon written notice to
HYDRAUDYNE.
4.8. In the event of termination, TDI will return all HYDRAUDYNE furnished
supplies to HYDRAUDYNE and HYDRAUDYNE shall return all monies paid by TDI
to HYDRAUDYNE.
4.9. Any claims under this clause must be received by HYDRAUDYNE in writing,
within seven (7) days after each event.
4.10. The same conditions as mentioned in clause 4.1 - 4.2 and 4.5 - 4.9 under
this contract will apply in the favor of HYDRAUDYNE in the case that delay
is caused by TDI or the end user.
5. PLACE OF DESTINATION - INSTRUCTIONS FOR SHIPMENT / TITLE AND RISK
5.1. The place of destination for the items of delivery as stated in Appendix 1
shall be the following address:
Training Devices International Inc.
0000 X.Xxxxxx Xxxxxxx
Xxxx. 0X
Xxxxxxxxx, Xxxxxxxx 00000-0000
Xxxxxx Xxxxxx of America
5.2. Title of HYDRAUDYNE' scope of supply will pass from HYDRAUDYNE to TDI upon
RFT and after all contractual payments described in paragraph 10 have been
performed.
5.3. Risks of loss of HYDRAUDYNE' scope of supply will be transferred to TDI
after installation by HYDRAUDYNE at TDI premises.
6. LIABILITY INSURANCE
6.1 Insurance Provisions
Hydraudyne shall hold TDI harmless against all claims resulting from our
product and all legal liabilities towards third parties.
6.2 Certificates of Insurance
Within thirty (30) days after the date of this Contract, Hydraudyne shall
provide TDI a certificate of their legal and product liability insurance.
--------------------------------------------------------------------------------
Hydraudyne Systems & Engineering B.V. Page 6
Final Contract TDI - Hydraudyne Rev.03 17/11/99
7. WARRANTY
7.1. HYDRAUDYNE as a specialist company and having knowledge of the purpose
of the subject matter of this contract, shall assume the responsibility
for all of its contractual obligations as a whole and warrant with
respect to the subject matter of this contract:
a) conformity to the contents of the contractual technical documents
b) completeness and correctness of the documentation to be delivered
c) quality of material
d) expert and good workmanship
7.2. HYDRAUDYNE shall be promptly notified in writing by TDI during the
warranty period of any defect or non-conformance in the parts of the
products delivered under this contract.
7.3. Hydraudyne provides warranty for a period of 12 months after RFT or 18
months after installation at TDI, which ever comes first.
7.4. Provided that an examination of defective or non-conforming articles
(under mutual agreement) discloses that any defect or non-conformance
was caused by negligency, improper use or installation, normal wear and
tear, accident, unauthorized repair or alteration by someone other than
HYDRAUDYNE, the warranty obligations shall not apply.
7.5. In those cases where, as a consequence of a warranty claim, HYDRAUDYNE
shall have to furnish new components, the warranty shall also include
the delivery of new replacement material required, free of any charge.
The functional compatibility of the replacement material to be adapted
or to be newly delivered by HYDRAUDYNE shall be ensured.
7.6. HYDRAUDYNE shall ensure that all parts including recommended spares be
available (form, fit and function) for the next 10 years.
8. PATENT RIGHTS / OWNERSHIP
8.1. HYDRAUDYNE hereby declares that the results of the work are not
encumbered by rights of third parties, and shall release TDI from any
claims made by third parties, if the results of the work infringe the
proprietary rights of third parties.
9. PRICES
9.1. The following firm price is agreed for the services and supplies for 2
(two) motion systems as described in Appendix 1, provided by HYDRAUDYNE
hereunder:
US$ 1,000,000.-
Excluding any taxes duties and other fees which may be applicable
outside of the Netherlands.
Excluding the options as mentioned in Appendix 2.
The price mentioned above is a firm fixed price motion system #1 CIF
TDI, Englewood, Colorado, USA, motion system #CIF, (Incoterms
1990) Boxtel, including the services at Site, as
--------------------------------------------------------------------------------
Hydraudyne Systems & Engineering B.V. Page 7
Final Contract TDI - Hydraudyne Rev.03 17/11/99
described in Appendix 1. HYDRAUDYNE shall arrange for the shipment of
motion system #2 from Boxtel to TDI and invoice TDI at cost for the
shipment.
9.2. In the event that, upon request by TDI, HYDRAUDYNE is called upon to
provide assistance, outside the scope of this Contract, the rate for
such services shall be as per Appendix 3 (Hour Rates).
10. PAYMENT
The parties agree on the following terms of payment:
10.1. Payment schedule
The following payment schedule is agreed for the price as mentioned in
paragraph 9.1:
1) 15% of total Contract value as advance payment upon Contract
Award
2) 45% of total Contract value at RFT system 1.
3) 40% of total Contract value at RFT system 2.
10.2. Each milestone payment shall only be due if all conditions of the
preceding milestones have been fulfilled by HYDRAUDYNE. HYDRAUDYNE will
provide a Mannesmann Performance Bond of 5% of each system RFT, valid
from the moment that payment is received by HYDRAUDYNE in its free
disposal with a validity of six (6) months but not longer than one (1)
year after installation of each system after which the Performance
Bond will be null and void. See Appendix 6 for the Performance Bond
Master document.
10.3. All payments shall be made net 30 days after invoice date by wire
transfer
11. RIGHTS OF USE CONCERNING USER DOCUMENTATION
11.1 HYDRAUDYNE declares that it has no knowledge whatsoever concerning third
parties' adverse proprietary rights concerning the user documentation.
11.2 Documentation provided will be all that is necessary for the operation,
calibration, maintenance, repair, tuning, and modification of the motion
system.
11.3 HYDRAUDYNE grants TDI the right to repackage and redeliver the user
documentation to the end user.
--------------------------------------------------------------------------------
Hydraudyne Systems & Engineering B.V. Page 8
Final Contract TDI - Hydraudyne Rev.03 17/11/99
12. RIGHTS OF USE CONCERNING COMPUTER SOFTWARE
12.1. The software provided will be all that is necessary for the operation,
calibration, maintenance, repair, tuning, and modification of the motion
system. TDI recognizes that HYDRAUDYNE' software is proprietary to
HYDRAUDYNE and title remains in HYDRAUDYNE.
13. EXTRAORDINARY TERMINATION OF CONTRACT, SETTLEMENT OF RESIDUAL CLAIMS
13.1. The parties hereunder agree to the right to an extraordinary termination
with settlement of residual claims.
13.2. In the case of a rescission of this contract, by TDI, through no fault
of HYDRAUDYNE, wholly or in part, HYDRAUDYNE is entitled to a
compensation amounting to the cost incurred by the performance of work
or to the expenses incurred including lost profits and reasonable
termination costs.
13.3. Any claims raised by HYDRAUDYNE shall be justified and documented. In no
case the payments will exceed the amount to which HYDRAUDYNE would have
been entitled after fulfillment of the entire contract.
14. SPARES
14.1. Hydraudyne shall provide to TDI, within 90 days of Contract award,
recommendations for spares required to support the supplies delivered
by HYDRAUDYNE, in the form of a recommended spares list. This list
shall contain the following information for each recommended spare:
a. vendor part description
b. vendor name
c. vendor part name
d. level of repair (TDI/Vendor/Expendable)
e. vendor spare recommendations
f. spare quantity recommendation
--------------------------------------------------------------------------------
Hydraudyne Systems & Engineering B.V. Page 9
Final Contract TDI - Hydraudyne Rev.03 17/11/99
15. QUALITY CONTROL
15.1 HYDRAUDYNE undertakes to maintain a quality assurance system for this
project in accordance with ISO 9001, latest issue.
15.2. TDI, at own expense, shall be entitled to audit HYDRAUDYNE' quality
system on a non-interference basis on site, at any time upon
notification no less than ten (10) working days in advance.
15.3. HYDRAUDYNE shall maintain adequate record throughout all stages of
contract performance of inspections, tests, and other control processes.
15.4. HYDRAUDYNE undertakes to establish similar quality assurance measures
with its subcontractors.
16. QUALITY INSPECTION, FACTORY TESTING AND ACCEPTANCE
16.1. The Quality Assurance of the end user and the Quality Assurance of the
representatives of TDI respectively shall be authorized to audit the
quality assurance measures related to the subject matter of this
contract in accordance with the Quality Assurance Plan of HYDRAUDYNE.
Quality Assurance Audits shall be held at the HYDRAUDYNE facility on a
non-interference basis. When possible, notification of Quality Audits
(inspections) by TDI shall be provided to HYDRAUDYNE 10 (ten) working
days prior to the scheduled inspection.
16.2. Prior to delivery to TDI, HYDRAUDYNE shall perform a Factory
Test (FT) of the subassemblies subject matter of this
contract. All tests will be carried out in accordance with a Standard
Factory Test Plan (FTP) for purposes of conducting the FT at
HYDRAUDYNE on the date which shall be agreed between the parties no
less than two (2) weeks prior to the commencement of FT.
16.3. HYDRAUDYNE shall deliver the FTP to TDI for review and comment at least
six (6) weeks prior to the scheduled date of the first FT. Failure of
TDI to respond with acceptance or rejection (including complete details
pertaining to the rejection) within ten (10) working days shall be
considered deemed acceptance of the FTP.
16.4. The Quality Assurance representatives of TDI shall be entitled to attend
the FT performed by HYDRAUDYNE. All costs incurred by TDI (e.g. travel
& living expenses, TDI labor) shall be to the account of TDI.
16.5. With completion of the FT, TDI and HYDRAUDYNE together shall
establish a factory test report with a list of all outstanding
points. This list shall show all deficiencies identified during the
testing, if any, and a reasonable schedule for correction of the
deficiencies. The factory test report shall be signed by both parties
prior to departure. HYDRAUDYNE then immediately shall start to
rectify the defects stated in the factory test report.
16.6 HYDRAUDYNE shall notify TDI, a minimum of fourteen (14) days, in
advance of the time when the Factory Test of the subassemblies of the
subject matter of this contract shall be carried out.
--------------------------------------------------------------------------------
Hydraudyne Systems & Engineering B.V. Page 10
Final Contract TDI - Hydraudyne Rev.03 17/11/99
16.7 With respect to services performed by HYDRAUDYNE at TDI's facility,
TDI shall inspect and test such services, and related products,
following the completion of the work and shall sign a certificate of
final acceptance before the departure of HYDRAUDYNE personnel from
TDI's facility. In the event that testing and inspection identifies
deficiencies or failure of the services and related products,
HYDRAUDYNE personnel, prior to departure, shall rectify or submit a
plan for rectification of said items within a mtutually agreed period
of time.
17. GENERAL ALTERATIONS OF THE CONTRACT
17.1. Alterations of or supplements to this contract shall be valid only if
agreed upon between HYDRAUDYNE AND TDI in the form of written amendments
to this contract, countersigned by authorized representatives of the
parties.
18. PARTIAL INVALIDITY
18.1. In the event that it is held by a court of law or other lawful
authority of competent jurisdiction that any provision of this
contract or part thereof is void, illegal, invalid or unenforceable
then such provision or part shall be deemed stricken, and the
remaining provisions shall be deemed savable and remain valid, in
full force and effect. In such case the parties to this contract
shall stipulate provisions having a commercial content as similar as
possible to the invalid provisions.
19. VENUE OF JURISDICTION
19.1 The parties to this contract shall endeavor to settle any disputes
arising therefrom in a spirit of good faith and mutual understanding. In
case of failure to settle such disputes, then for both parties to this
contract the sole venue of jurisdiction for all disputes arising
directly or indirectly from this contract shall be the State of
Colorado, USA.
20. GENERAL PROVISIONS
20.1. In the event of any inconsistency between the documents which form a
part of this contract, the following priority, in order of descending
authority, will apply:
1. Contract
2. Technical Contract Specification
3. Milestone Schedule
These documents shall be part of this contract.
--------------------------------------------------------------------------------
Hydraudyne Systems & Engineering B.V. Page 11
Final Contract TDI - Hydraudyne Rev.03 17/11/99
21. CONTRACT VALIDITY
21.1. This document together with all attachments referenced in any ensuing
contract, constitutes the entire agreement between the parties
relating to the sale of products or services and supersedes all
previous communications, representations, or agreements, either oral
or written, with respect to the subject matter hereof, and no
representations or statements of any kind made by any representative
of the parties which are not stated herein, shall be binding to the
parties.
21.2. No addition to or modifications of any provision of any contract shall
be binding on the parties unless made in writing and signed by a duly
authorized representative of the parties.
Accepted: X /s/ Xxxxx Xxxxxxxx Date: 22-11-99
---------------------------- --------------
Name: Xxxxx Xxxxxxxx
Title: Manger Contracts & Finance
Hydraudyne Systems & Engineering, BV
Boxtel, The Netherlands
Accepted: X Date:
---------------------------- --------------
Name: Xxxxx Xxxxxxxxx
Title: President
Training Device International Inc.
Englewood, Colorado,
United States of America
--------------------------------------------------------------------------------
Hydraudyne Systems & Engineering B.V. Page 12
Final Contract TDI - Hydraudyne Rev.03 17/11/99
APPENDIX 1
Scope of Supply
(3 pages)
SCOPE OF SUPPLY FOR 2 MOTION SYSTEMS
The delivery of two motion systems, type HSE-6-MS-60-C-5D, consists of the
following sub-systems :
01. 2X MOTION BASE ASSEMBLY, each consisting of:
6x 60 inch stroke (1524 mm) Hydraulic Motion Actuators
3x Double Universal Upper Joint Units
3x Double Universal Lower Joint Units
3x Floor Mounting Pads
02. 2X ACCUMULATOR & FILTER STATIONS, each consisting of:
3x Subassemblies for two Motion Actuators each consisting of:
1x High pressure accumulators
2x High pressure filters
2x Return line accumulators
03. 2X HYDRAULIC POWER UNIT, each consisting of:
1x Hydraulic fluid reservoir
2x Hydraulic pumps for the main flow
1x Hydraulic pump for cooling and circulation
1x Power Unit Control Cabinet (PUCC) and maintenance control panel
1x Hydraulic Fluid Conditioning Unit with water cooler
1x First filling of system
1x Provisions for a control loading pump set
04. 2X MOTION CONTROL CABINET (MCC), each consisting of:
1x Digital drive electronics:
- Motion Computer with motion maintenance and actuator control loop
software
- Plug-in cards for digital and analog I/O
- Ethernet interface between host computer and motion control computer
1x Inputs for customer safety interlocks
1x Inputs and outputs for Access Ramp control
1x Uninterruptable Power Supply (UPS)
1x Motion system control Panel
1x Motion Control Cabinet (MCC) containing the System Electronics.
--------------------------------------------------------------------------------
Hydraudyne Systems & Engineering B.V. Page 13
Final Contract TDI - Hydraudyne Rev.03 17/11/99
05. 2X SET OF INTERCONNECTING HOSES, each consisting of:
3x Interconnecting hoses between Hydraulic Power Unit
and Accumulator Filter Stations: 70 ft Motion System #1, 85 ft
Motion System #2
6x Interconnecting hoses (length 10 ft) between Accumulator Filter
Stations and Motion Servo Actuators
06. 2X SET OF INTERCONNECTING CABLING, each consisting of:
- Cabling between HPU Motion Control Cabinet, length approx. 100 ft.
- Cabling between Motion Cabinet and Motion Base, length approx. 65 ft.
- Position transducer cabling between Motion Control Cabinet and Upper
Joint Units, length approx. 100 ft.
07. PROJECT ENGINEERING AND MANAGEMENT.
- Sub-assembly test of actuators, hydraulic power unit and electronics
- Factory Test of all sub-systems
- Logistic support
08. QUALITY ASSURANCE AND INSPECTIONS ACCORDING ISO 9001 CERTIFICATION
09. THREE (3) SETS OF MANUALS, DOCUMENTATION AND DRAWINGS.
- Operation manual, with start-up and shut-down procedures
- Maintenance manual, with inspection schemes
- Parts lists with reference to hydraulic and electrical schemes
- Interface Control Document
The ICD will provide all mechanical, electrical and environmental
interfaces.
- Main items parts list
- Proposed spare parts list
10. PACKING AND SHIPPING.
- Packing and shipping CIF - TDI, Englewood, Colorado, USA - System #1,
packing Hydraudyne, Boxtel, The Netherlands - Systems #2.
11. ASSEMBLY AND INSTALLATION ON SITE.
The first motion system to be delivered at TDI will be assembled by
Hydraudyne service engineers including travel, board and lodging, for
which assistance is required of two (2) TDI mechanical engineers for
hoisting, lifting and drilling activities. Assembly includes the
hydraulic power supply and the electronic control system.
One Hydraudyne service engineer will assist the assembly of the second
motion system to be delivered at TDI. Assembly and installation assistance
is based on ten (10) working days (Monday till Friday), for one (1)
Hydraudyne service engineer, including travel, boarding and lodging.
--------------------------------------------------------------------------------
Hydraudyne Systems & Engineering B.V. Page 14
Final Contract TDI - Hydraudyne Rev.03 17/11/99
12. COMMISSIONING, FINE TUNING AND MAINTENANCE & OPERATION COURSE.
After completion of the assembly of the first simulator, Hydraudyne system
engineers will commission the complete motion system. During commissioning
and fine-tuning the complete motion system will be tested with the full
payload installed. Activities included:
- Testing of the motion system functionality
- Checking of the complete system (hydraulics, electronics, mechanics and
software)
- Fine tuning of the motion performances, in relation to the applicable
simulated aircraft type
During the first delivery a maintenance and operation course for
maintenance employees and operators is included with the commissioning of
the motion system. During commissioning and fine-tuning Hydraudyne will
give an operation course in practice, a one-day course in a classroom and
a one-day maintenance course.
Commissioning and fine-tuning is based on five (5) working days (Monday
till Friday), for one (1) Hydraudyne systems engineer, including travel,
boarding and lodging.
13. FAA CERTIFICATION ASSISTANCE
For FAA Level C/D purposes. Hydraudyne provides TDI, at the time of
initial FAA evaluation, with a systems engineer for a total period of 5
working days. The main task of the system engineer is to assist TDI
with final tuning adjustments to the motion system in order to receive
certification by the FAA. The FAA assistance includes travel, board
and lodging for one systems engineer and is based on 5 working days.
14. FINANCIAL ARRANGEMENT
Hydraudyne will supply a financial arrangement to TDI. TDI will pay 15%
of the total Contract value at Order Award. Thereafter TDI will not be
invoiced until the Flight Simulator is ready for training. The total
period of this financial arrangement is limited to 18 months, starting
at the date of Order Award. The financial arrangement, as agreed upon
between Xx. Xxxxx Xxxxxxxx (Manager Contracts & Finance, Hydraudyne) and
Xx. Xxx Xxxxxxxxx (CEO TDI) will form the basis for payments between TDI
and Hydraudyne regarding this contract. All costs for the financial
arrangement including interest costs will be taken care of by
Hydraudyne/Mannesmann Rexroth (see attached side letter of Xx. Xxxxx
Xxxxxxxx).
--------------------------------------------------------------------------------
Hydraudyne Systems & Engineering B.V. Page 15
Final Contract TDI - Hydraudyne Rev.03 17/11/99
[LETTERHEAD]
Re: Contract for two flight Simulator program of Beech 1900 Simulators.
Dear Xxx,
As promised we have evaluated the possibility to extend your payment from the
period of delivery of our equipment till the moment the systems are ready for
Training at T.D.I.'s premises. This RFT takes place 6 months after final
tuning by Hydraudyne.
Due to the Milestone Schedule Appendix 4 of our contract the commence of
Tuning is scheduled for system I on June 26th, 2000 and for system II on
September 15, 2000. This means that your payment of 85% for system should take
place before the end of 2000 and for system II before March 2001.
Based on your financial information, which we received on November 12, 1999,
we are willing to accept this payment schedule based on the following
conditions.
- Hydraudyne reserves the right of Title of the delivered equipment till
100% payment has been executed by T.D.I.
- T.D.I. declares in writing that no thrid party can claim property rights
on the delivered motions systems until title is transferred to T.D.I.
- T.D.I. shall show Hydraudyne before delivery that they have the financial
strength to fulfil the financial obligation on the moment the systems are
ready for training.
- Hydraudyne will deliver a cost system, type HSE-6-MS-60-C-5D according
Appendix 5 of the contract.
- On shipment of the systems T.D.I. will present a duly signed commitment
letter (no bank draft) stating that TDI will pay Hydraudyne the payment
milestone of 85% of each system at the moment the systems are ready for
training. (RFT), however at the latest 6 months after final tuning of the
systems.
- Financing costs for this extended payment will be paid by Hydraudyne.
Of course this obligation will come effective in case Hydraudyne fulfils its
contractual obligations. If you can confirm the above statements, the in the
meantime in good co-operation between our companies negotiated contract shall
be effective, and will be signed by both of us not later that November 22,
1999. This letter will be as a part of our side letter of our contract
referring to item 14, page 15.
We thank you in advance for your efforts and we look forward to a good and
frutiful co-operation.
Kind regards,
HDYRAUDYNE SYSTEMS & ENGINEERING B.V.
/s/ Xxxxx Xxxxxxxx
Xxxxx Xxxxxxxx
Manager Contracts & Finance
--------------------------------------------------------------------------------
Hydraudyne Systems & Engineering B.V. Page 16
Final Contract TDI - Hydraudyne Rev.03 17/11/99
APPENDIX 2
Supply Prices and Options
(1 page)
2X TOTAL MOTION SYSTEM TYPE HSE-6-MS-60-C-5D, INCL.:
Project engineering
Project management
QA system
Documentation conform HYDRAUDYNE standard
Design reviews for first motion system
Drawings
Packing, transport, and delivery of the motion systems
(conform this contract)
Assembly + plus assembly assistance on second motion system
Installation for first motion system (no civil works)
Commissioning
Maintenance and operation course (2 days)
Fine tuning
FAA Assistance
Financial arrangement
Total price US$ 1,000,000.- per two (2) systems
Options for two motion systems (not included in scope of supply):
1. SPARE PARTS PACKAGE, CONSISTING OF:
1x Hydraulic actuator including servo controlled proportional valve
1x Digital I/O card
1x Axial piston pump
1x Set of air breathers
1x Set of fuses and bulbs for the Power Unit Control Cabinet and Motion
Control Cabinet
1x Packing and transport (CIF, Incoterms 1990) Denver USA, System #1;
CIF Boxtel, The Netherlands, System #2
Total supply price: US$ 46,000
--------------------------------------------------------------------------------
Hydraudyne Systems & Engineering B.V. Page 17
Final Contract TDI - Hydraudyne Rev.03 17/11/99
APPENDIX 3
Hour Rates Hydraudyne Engineers
(1 page)
HOUR RATES SERVICE ENGINEER
1. Hour rates are valid for travel-, working- and waiting hours.
--------------------------------------------------
Rates Zone II Service Engineer Systems
(Hydraulic) Engineer
--------------------------------------------------
--------------------------------------------------
1.1 Normal
working-hours US$ 60.- US$ 90.-
07:00 - 17:00
--------------------------------------------------
--------------------------------------------------
1.2 Overtime hours US$ 72.- US$ 120.-
Monday/Friday
--------------------------------------------------
--------------------------------------------------
1.3 Weekend hours US$ 100.- US$ 140.-
Saturday/Sunday
--------------------------------------------------
--------------------------------------------------
1.4 Hours on national
legal holidays in US$ 115.- US$ 155.-
Holland
--------------------------------------------------
--------------------------------------------------------------------------------
Hydraudyne Systems & Engineering B.V. Page 18
Final Contract TDI - Hydraudyne Rev.03 17/11/99
APPENDIX 4
Milestone Schedule
(1 page)
Contract Award November 22, 1999
Kick-Off Meeting - TDI Facility December 6, 1999
Preliminary ICD to TDI February 4, 2000
Initial ATP to XXX Xxxxx 00, 0000
XXX XXX Comments to HYDRAUDYNE March 27, 2000
Final ATP April 10, 2000
Final ICD to TDI April 10, 2000
Electronics and Software (Motion Computer, etc.) to TDI April 10, 2000
FAT - System #1 April 24, 2000
Ship - System #1 May 5, 2000
Delivery - System #1 to TDI June 5, 2000
Commence Installation - System #1 at TDI June 5, 2000
Receipt of Preliminary Documentation by TDI May 29, 2000
Commence Tuning - System #1 at TDI June 19, 2000
Training Classes at TDI June 26, 2000
Ship - System #2 July 1, 2000
Delivery - System #2 to TDI August 1, 2000
Commence Installation - System #2 at TDI August 1, 2000
Receipt of Final Documentation by TDI September 15, 2000
--------------------------------------------------------------------------------
Hydraudyne Systems & Engineering B.V. Page 19
Final Contract TDI - Hydraudyne Rev.03 17/11/99
APPENDIX 5
Technical Specification HSE-6-MS-60-C-5D
--------------------------------------------------------------------------------
Hydraudyne Systems & Engineering B.V. Page 20
Final Contract TDI - Hydraudyne Rev.03 17/11/99
APPENDIX 6
Master document Performance Bond
--------------------------------------------------------------------------------
Hydraudyne Systems & Engineering B.V. Page 21
Final Contract TDI - Hydraudyne Rev.03 17/11/99
