Exhibit A
6-5751-02-69
Ex. 10.9
SUBJECT: NAS1804, NAS1805, BACN1OHR NUT SERIES
CONTRACT AWARD LETTER OF AGREEMENT
Gentlemen:
The Boeing Commercial Airplane Group, the Buyer, will place orders as noted
in Exhibit B and referred to herein as the Procurement Package, with Kaynar,
Division of Kaynar Technologies, Inc., the Seller. This Letter of Agreement
states the provisions which apply to this Procurement Package and
Subsequently Placed Orders.
All other Boeing Companies, Divisions or Groups and Japan Aircraft Industry
(JAI) may purchase to this Agreement at the same pricing and terms afforded
to the Boeing Commercial Airplane Group.
GENERAL
The Seller agrees to accept Subsequently Placed Orders for unlimited
quantities from Boeing Commercial Airplane Group at the same prices stated in
Exhibit B and under the terms and conditions enclosed for the duration of
this Agreement.
In the event of short flow items, i.e. less than lead time away, the Seller
shall be given the first opportunity to supply such parts at the contract
price. Should the Seller be unable to supply items in quantities and schedule
required, the Buyer reserves the right to purchase such items from other
suppliers.
Supplier shall reserve, at all times, at least five (5) percent of the next
12 months requirements in stock to accommodate short flow requirements.
DURATION
The duration of this agreement will extend from the signature date of this
Letter of Agreement through August 15, 1999. Orders shall be entered with
the Seller lead time away (as defined by Seller) and scheduled for delivery
prior to November 13, 1999. In the event that the Seller fails to deliver
prior to November 14, 1999 as scheduled, such delinquent shipments will
continue to have the pricing and terms of the Procurement Package until
delivery is made.
** Filed under an application for confidential treatment.
Exhibit A
6-5751-02-69
TERMS AND CONDITIONS
The Boeing Commercial Airplane Group Terms and Conditions, form D1 4100 4045,
Rev 5/92, Hill apply to all orders subsequently placed referencing this
Letter of Agreement (see note A52). In the event conflict exists between the
Terms and Conditions and this Letter of Agreement, the latter shall govern.
ADDITIONAL PROVISIONS PER PURCHASE ORDER NOTES
The Buyer and Seller have mutually agreed that the following purchase order
notes will apply to all orders subsequently placed referencing this Letter of
Agreement:
A18 - Seller agrees not to make any change in materials or design details
which would affect the part or any component part thereof with regard to (A)
part number identification, (B) physical or functional changeability, and (C)
repair and overhaul procedures and processes and material changes which
affect these procedures without prior written approval of buyer, and without
revising the part numbers and the originals of all drawings or data. (Seller
will place the above clause in all its subcontracts for supplier identified
purchased equipment whether such equipment is supplied to seller as an end
item or as a component part of an end item.)
A47 - The Seller shall at all times, keep adequate books and records relating
to all work under this purchase order. Those records shall include rates and
factors for direct labor (including labor hours), material costs, burden
rates and subcontracts costs. Representatives of Boeing shall be accorded
access to review, analyze and verify these books and records for the purpose
of collecting information for negotiation of prices for future orders, buyer
directed changes and termination claims.
C28 - The pack slip is the document required for receipt/payment processing. In
order to facilitate process of the receipt and subsequent payment, the following
information (when applicable) must be referenced on every pack slip:
1. Suppliers name, address and phone number
2. Boeing purchase order number
3. Date parts shipped
4. Total quantity shipped and quantity in each container
5. Part number shown on the purchase order
6. Bill of Lading (Required on Direct Shipments)
7. Legible pack slip number
Exhibit A
6-5751-02-69
8. Multiple boxes with same pack slip must reference 1 of 3, 2 of 3,
etc. (if applicable)
9. Pack slip required on the outside of #1 box and inside each
individual box
10. Description/Nomenclature
11. Boeing Purchase Order item number
12. Unit of Measure
13. Sold to and/or ship to as applicable
14. Warranty data and certification data as applicable
15. Rejection tag number if applicable
Q06 - This order is subject to Document D1-8000A. Boeing reserves the right
to conduct surveillance at seller's plant.
Q09 - Seller certifies that material and/or finished parts shall be
controlled and tested in accordance with, and will meet, specified order
requirements, and that applicable records are on file subject to examination.
Seller agrees to furnish certified copies of test and/or control data upon
request from buyer.
Q87 - This order is subject to Document D1-9000. Boeing reserves the right
to conduct surveillance at seller's plant.
S01 - Work under this order is subject to Boeing surveillance at Seller's
plant. Boeing quality control representative may elect to conduct inspection
either on a random basis or to the extent of 100 percent inspection. Seller
will be notified if Boeing inspection is to be conducted on specific
shipments. No shipments are to be held for Boeing inspection unless
notification is received prior to, or at time of, material being ready for
shipment.
S68 - Representatives of the Buyer and/or Federal Aviation Administration (if
non-domestic, equivalent government agency) may inspect and evaluate Seller's
facilities' system, data, equipment, personnel and all completed articles
manufactured for installation on Boeing commercial production airplanes.
B39 - Strict adherence to the purchase order delivery schedule is required.
Immediate written notice of shipment delays must be given by the supplier to
the Boeing buyer.
H57 - Seller agrees that, notwithstanding the provisions of the termination
for convenience clause, any unshipped portion of this order may be terminated
by buyer without any cost, charge or liability to buyer, provided, buyer
notifies seller at least 120 days in advance of the shipping date specified
in the order.
L01 - Reschedule of the order will be at no charge
Exhibit A
6-5751-02-69
ACCELERATION/DECELERATION NOTE
Purchase order schedule accelerations/decelerations will be at no charge.
PRICING
The pricing applying to the orders making up the Procurement Package and all
Subsequently Placed Orders referencing this Letter of Agreement is as listed
on Exhibit B. This pricing, as listed, will be firm for unlimited quantities
for orders placed from the date of this contract and scheduled for delivery
prior to August 15, 1999.
ACCEPTANCE
This Order is Xxxxx's offer to Seller, and acceptance is strictly limited to
its terms. Buyer shall not be bound by and specifically objects to any term
or condition whatsoever which is different from, or in addition to, the
provisions of this Agreement. Seller commencement or performance or
acceptance of this Agreement, in any matter, shall conclusively evidence
acceptance unless such term or condition is mutually agreed to by the parties
in writing.
Kaynar, Division of Kaynar Boeing Commercial
Technologies, Inc. Airplane Group
/s/ JORDAN LAW 4-28-94 /s/ XXX XXXXXX 4-28-94
--------------------------- --------------------------
Xxxxxx Xxx Date Xxx Xxxxxx Date
President Buyer
--------------------------
X.X. Xxxxx Date
Lead Buyer
--------------------------
E.G. Xxxxx Date
Manager
EXHIBIT B, 6-5751-02-69
CONTRACT UNIT PRICES
NAS1804 ALLOY NUTS
NAS1805 STAINLESS NUTS
BACN10HR INCONEL NUTS
KAYNAR, DIVISION OF KAYNAR TECHNOLOGIES, INC.
FIVE YEARS - AUGUST 15, 1994 THROUGH AUGUST 15, 1999
---- ---- ----------------------------------------------- -----------
P/NS ITEM PART NUMBER UNIT PRICES
---- ---- ----------------------------------------------- -----------
* Confidential portions omitted and filed separately with the Commission.
BACN10, NAS1804, NAS1805 NUT PACKAGE
KAYNAR/BOEING 5-YR CONTRACT
DURATION 4/28/1994 THROUGH 8/15/1999
-----------------------------------------------------------------------------------------------------------------------------
TOTAL XXXXXX
XXXXXX EST. QTY EST. QTY EST. QTY EST. QTY EST. QTY ESTIMATED GROUP
P/N PART NO. 12/93-11/94 12/94-11/95 12/95-11/96 12/96-11/97 12/97-11/98 QUANTITY PRICING EACH
-----------------------------------------------------------------------------------------------------------------------------
* Confidential portions omitted and filed separately with the Commission.
BACN10, NAS1804, NAS1805 NUT PACKAGE
KAYNAR/BOEING 5-YR CONTRACT
DURATION 4/28/1994 THROUGH 8/15/1999
-----------------------------------------------------------------------------------------------------------------------------
TOTAL XXXXXX
XXXXXX EST. QTY EST. QTY EST. QTY EST. QTY EST. QTY ESTIMATED GROUP
P/N PART NO. 12/93-11/94 12/94-11/95 12/95-11/96 12/96-11/97 12/97-11/98 QUANTITY PRICING EACH
-----------------------------------------------------------------------------------------------------------------------------
* Confidential portions omitted and filed separately with the Commission.
