Exhibit 10.15
SPECIAL BUSINESS PROVISIONS
SPECIAL BUSINESS PROVISIONS
between
THE BOEING COMPANY
and
XXXX COMPONENTS
Number 0-0000-0000
BCAG CONTRACT 11/30/95
SPECIAL BUSINESS PROVISIONS
SPECIAL BUSINESS PROVISIONS
TABLE OF CONTENTS
Section Item
------- ----
1.0 DEFINITIONS
2.0 PURCHASE ORDER NOTE
3.0 PRICES
3.1 Product Pricing
3.2 Manufacturing Configuration Baseline
3.3 Packaging
4.0 GOVERNING QUALITY
ASSURANCE REQUIREMENT
5.0 APPLICABLE LAW/JURISDICTION
6.0 PRODUCT ASSURANCE
7.0 PAYMENT
7.1 Recurring Cost
7.2 Non-Recurring Cost
8.0 ACCEL/DECEL AT NO COST
9.0 NOTICES
9.1 Addresses
10.0 OBLIGATION TO PURCHASE AND SELL
11.0 COST AND FINANCIAL
PERFORMANCE VISIBILITY
12.0 CHANGES
12.1 Changes to the Statement of Work
12.2 Computation of Equitable Adjustment
12.3 Obsolescence
12.4 Change Absorption
12.5 Planning Schedule
12.6 Value Engineering
12.7 Reduction in Quantity to be Delivered
13.0 SPARES AND OTHER PRICING
13.1 Spares
13.2 Short Flow Production Requirements
13.3 Tooling
BCAG CONTRACT 11/30/95
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SPECIAL BUSINESS PROVISIONS
TABLE OF CONTENTS
Section Item
------- ----
13.4 Pricing of Boeing's Supporting
Requirements
13.5 Pricing of Requirements for
Modification or Retrofit
13.6 Similar to Pricing
14.0 STATUS REPORTS/REVIEWS
15.0 FOREIGN PROCUREMENT REPORT
16.0 SUPPLIER FURNISHED MATERIAL
17.0 ASSIGNMENT
18.0 INVENTORY AT CONTRACT COMPLETION
19.0 OWNERSHIP OF INTELLECTUAL PROPERTY
19.1 Technical Work Product
19.2 Inventions and Patents
19.3 Works of Authorship and Copyrights
19.4 Pre-Existing Inventions and
Works of Authorship
20.0 ADMINISTRATIVE AGREEMENT
21.0 GUARANTEED WEIGHT REQUIREMENTS
22.0 SUPPLIER DATA REQUIREMENTS
23.0 DEFERRED PAYMENT TERMS
24.0 SOFTWARE PROPRIETARY
INFORMATION RIGHTS
Attachment 1 Work Statement and Pricing
Attachment 2 Foreign Procurement Report
Attachment 3 Rates and Factors
Attachment 4 Boeing AOG Coverage
Attachment 5 Boeing AOG/Critical
Shipping Notification
Attachment 6 Supplier Data Requirements List
Customer Support
Attachment 7 Supplier Data Requirements List
Engineering
BCAG CONTRACT 11/30/95
iii
SPECIAL BUSINESS PROVISIONS
AMENDMENTS
AMEND
NUMBER DESCRIPTION DATE APPROVAL
------ ----------- ---- --------
BCAG CONTRACT 11/30/95
iv
SPECIAL BUSINESS PROVISIONS
SPECIAL BUSINESS PROVISIONS
THESE SPECIAL BUSINESS PROVISIONS are entered into as of DATE by and between
XXXX COMPONENTS, a California corporation with its principal office in El
Segundo, CA ("Seller"), and The Boeing Company, a Delaware corporation with an
office in Seattle, Washington acting by and through its division the Boeing
Commercial Airplane Group ("Boeing").
RECITALS
A. Boeing and Seller entered into a General Terms Agreement GTA #0-0000-0000
dated (DATE) (the "Agreement") which is incorporated herein and made a part
hereof by this reference, for the sale by Seller and purchase by Boeing of
Products.
B. Boeing and Seller desire to include these special business provisions
("SBP") relating to the sale by Seller and purchase by Boeing of Products.
Now, therefore, in consideration of the mutual covenants set forth herein, the
parties agree as follows:
PROVISIONS
1.0 DEFINITIONS
The definitions used herein shall be the same as used in the Agreement.
2.0 PURCHASE ORDER NOTE
The following note shall be contained in any Order to which these SBP are
applicable:
This Order is subject to and incorporates by this reference SBP 6-
5752-0004 between The Boeing Company and Xxxx Components dated (DATE).
Each Order bearing such note shall be governed by and be deemed to include
the provisions of these SBP.
3.0 PRICES
3.1 PRODUCT PRICING
The prices and applicable period of performance of Products scheduled for
delivery under this SBP are set forth in Attachment 1. Prices are in United
States dollars, F.O.B. El Segundo, CA.
BCAG CONTRACT 11/30/95
1
SPECIAL BUSINESS PROVISIONS
3.2 MANUFACTURING CONFIGURATION BASELINE
Unit pricing for each Product or part number shown in Attachment 1 is based
on the latest revisions of the engineering drawings or specifications at
the time of the signing of this SBP.
3.3 PACKAGING
The prices shown in Attachment 1 include packaging costs and all materials
and labor required to package Products identified in Attachment 1.
Packaging shall be furnished by the Seller in accordance with Document M6-
1025, Volume II, "Supplier Part Protection Guide" or Document D200-10038-2
"Supplier Packaging Requirements" as applicable. In the case of Products to
be shipped directly to Customers, A.T.A. Specification 300 "Specification
for Packaging of Airline Supplies" shall apply unless otherwise directed by
Boeing.
4.0 GOVERNING QUALITY ASSURANCE REQUIREMENT
(For D1-9000 Suppliers)
All work performed under this SBP shall be in accordance with the following
document which is incorporated herein and made a part hereof by this
reference:
Document D1-9000, "Advanced Quality System for Boeing Suppliers," as
amended from time to time.
5.0 APPLICABLE LAW JURISDICTION
Each Order, including all matters of construction, validity and
performance, shall in all respects be governed by, and construed and
enforced in accordance only with the law of the State of Washington as
applicable to contracts entered into and to be performed wholly within such
State between citizens of such State, without reference to any rules
governing conflicts of law. Seller hereby irrevocably consents to and
submits itself exclusively to the jurisdiction of the applicable courts of
the State and the federal courts therein for the purpose of any suit,
action or other judicial proceeding arising out of or connected with any
Order or the performance or subject matter thereof. Seller hereby waives
and agrees not to assert by way of motion, as a defense, or otherwise, in
any such suit, action or proceeding, any claim that (a) Seller is not
personally subject to the jurisdiction of the above-named courts, (b) the
suit, action or proceeding is brought in an inconvenient forum or (c) the
venue of the suit, action or proceeding is improper.
2
SPECIAL BUSINESS PROVISIONS
6.0 PRODUCT ASSURANCE
6.1 GOVERNING DOCUMENT
Seller acknowledges that Boeing and Customers must be able to rely on each
Product performing as specified and that Seller will provide all required
support. Accordingly, the following provisions and document(s) are
incorporated herein and made a part hereof:
Seller warrants to Boeing and Customers that Products shall: {a) conform in
all respects to all the requirements of the Order; (b) be free from all
defects in materials and workmanship; and (c) to the extent not
manufactured pursuant to detailed designs furnished by Boeing, be free from
all defects in design and be fit for the intended purposes.
7.0 PAYMENT
7.1 RECURRING PRICE
Unless otherwise provided in the applicable Order, payment of the recurring
price shall be made in accordance with Form X-27981 "Pay From Receipt -
Additional Terms and Conditions Regarding Invoicing and Payment". Payment
terms shall be net thirty (30) days except as otherwise agreed to by the
parties. All payments are subject to adjustment for shortages, credits and
rejections.
7.2 NON-RECURRING PRICE/SPECIAL CHARGES
Unless otherwise provided in the applicable Order, any non-recurring price
payable by Boeing under Attachment 1 shall be paid within the term discount
period or thirty (30) calendar days (whichever is later) after receipt by
Boeing of both acceptable Products and a correct invoice.
8.0 ACCELERATION/DECELERATION AT NO COST
Notwithstanding GTA Section 10.0, Boeing may make changes in the delivery
schedule without additional cost or change to the unit price stated in the
applicable Order if (a) the delivery date of the Product under such Order
is on or before the last date of contract, if applicable, and (b) Boeing
provides Seller with written notice of such changes.
9.0 NOTICES
9.1 ADDRESSES
Notices and other communications shall be given in writing by personal
delivery, United States mail, telex, teletype, telegram, facsimile, cable
or electronic transmission addressed to the respective party as follows:
To Boeing: Attention: Xxxx Xxx: M/S 38-FX
BOEING COMMERCIAL AIRPLANE XXXXX
XXXXXXXX DIVISION
P.O. Box 3707
Seattle, Washington 98124-2207
To Seller: Attention:
SUPPLIER NAME
ADDRESS
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SPECIAL BUSINESS PROVISIONS
10.0 OBLIGATION TO PURCHASE AND SELL
Boeing and Seller agree that in consideration of the prices set forth under
Attachment 1, Boeing shall issue Orders for Products from time to time to
Seller for Boeing's requirements. Such Products shall be shipped at any
scheduled rate of delivery, as determined by Boeing, and Seller shall sell
to Boeing Boeing's requirements of such Products, provided that, without
limitation on Boeing's right to determine its requirements, Boeing shall
not be obligated to issue any Orders for any given Product if:
A. Any of Boeing's customers specify an alternate product;
B. Such Product is, in Boeing's reasonable judgment, not technologically
competitive at any time, for reasons including but not limited to the
availability of significant changes in technology, design, materials,
specifications, or manufacturing processes which result in a reduced
price or weight or improved appearance, functionality, maintainability
or reliability;
C. Boeing gives reasonable notice to Seller of a change in any of
Boeing's aircraft which will result in Boeing no longer requiring such
Product for such aircraft;
D. Seller has materially defaulted in any of its obligations under any
Order, whether or not Boeing has issued a notice of default to Seller
pursuant to GTA Section 13.0; or,
E. Boeing reasonably determines that Seller cannot support Boeing's
requirements for Products in the amounts and within the delivery
schedules Boeing requires.
11.0 COST AND FINANCIAL PERFORMANCE VISIBILITY
Seller shall provide all necessary cost support data, source documents for
direct and indirect costs, and assistance at the Seller's facility for cost
performance reviews performed by Boeing pursuant to any Order.
Furthermore, Seller shall provide financial data, on a quarterly basis, or
as requested, to Boeing's Credit Office and Material Representative for
credit and financial condition reviews. Said data shall include but not be
limited to balance sheets, schedule of accounts payable and receivable,
major lines of credit, creditors, income statements (profit and loss), cash
flow statements, firm backlog, and headcounts. Copies of such data are to
be made available within 72 hours of any written request by Boeing. This
data is required in addition to the cost data provided pursuant to GTA
Section 9.0. All such information shall be treated as confidential in
accordance with GTA Section 20.0.
12.0 CHANGES
12.1 CHANGES TO THE STATEMENT OF WORK
Boeing may direct Seller within the scope of the applicable Order and in
accordance with the provisions of GTA Section 10.0, to increase or decrease
the work to be performed by the Seller in the manufacture of any Product.
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SPECIAL BUSINESS PROVISIONS
12.2 COMPUTATION OF EQUITABLE ADJUSTMENT NOT APPLICABLE
The Rates and Factors set forth in Attachment 3, which by this reference is
incorporated herein, shall be used to determine the equitable adjustment,
if any, (including equitable adjustments, if any, in the prices of Products
to be incorporated in Derivative Aircraft), to be paid by Boeing pursuant
to SBP Section 12.1 and GTA Section 10.0 for each individual change.
12.3 OBSOLESCENCE
Claims for obsolete or surplus material and work-in-process created by
change orders issued pursuant to this Section shall be subject to the
procedures set forth in GTA Section 12.0, except that Seller may not submit
a claim for obsolete or surplus material resulting from an individual
change order that has a total claim value of Twenty-Five Hundred Dollars
($2500.00) or less. Payment for obsolete or surplus materials shall be made
by check deposited as first class mail to the address designated by Seller
in SBP Section 9.1. Payment will be made on the tenth (10th) day of the
month following the month of the obsolescence claim settlement.
12.4 CHANGE ABSORPTION
12.4.1 NON-RECURRING AND RECURRING CHANGE ABSORPTION
Notwithstanding the provisions of GTA Section 10.0 and SBP Section 12.1,
Seller will absorb 100% of all changes defined through the completion of
production flight test certification. Provided, that, changes made by
Boeing subsequent to certification which significantly revise the Product
function as defined in the Specification or Specification Control Drawing
(SCD), will be subject to provisions for adjustment of price pursuant to
GTA Section 10.0 and SBP Section 12.1.
12.5 PLANNING SCHEDULE
Any planning schedule or quantity estimate provided by Boeing shall be used
solely for production planning. Boeing may purchase Products in different
quantities and specify different delivery dates as necessary to meet
Boeing's requirements. Such planning schedule and quantity estimate shall
be subject to adjustment from time to time. Any such adjustment is not a
change under GTA Section 10.0.
12.6 VALUE ENGINEERING
Seller may from time to time submit proposals to Boeing to change drawings,
designs, specifications or other requirements that:
a. decrease Seller's performance costs; or
b. produce a net reduction in the cost to Boeing of installation,
operation, maintenance or production of the Product.
Provided, that such change shall not impair any essential functions or
characteristics of the Products or Tooling.
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SPECIAL BUSINESS PROVISIONS
12.6.1 SUBMISSION OF PROPOSAL
Proposals shall be submitted to Boeing's Material Representative. Boeing
shall not be liable for any delay in acting upon a proposal. Boeing's
decision to accept or reject any proposal shall be final. If there is a
delay and the net result in savings no longer justifies the investment,
Seller will not be obligated to proceed with the change. Seller has the
right to withdraw, in whole or in part, any proposal not accepted by Boeing
within the time period specified in the proposal. Seller shall submit, as a
minimum, the following information with the proposal:
a. description of the difference between the existing requirement and the
proposed change, and the comparative advantages and disadvantages of
each;
b. the specific requirements which must be changed if the proposal is
adopted;
c. the cost savings and Seller's implementation costs;
d. Each proposal shall include the need dates for engineering release and
the time by which a proposal must be approved so as to obtain the
maximum cost reduction.
12.6.2 ACCEPTANCE AND COST SHARING
Boeing may accept, in whole or in part, any proposal by issuing a change
order. Until such change has been issued, Seller shall remain obligated to
perform in accordance with the terms and requirements of the original Order
as written. Boeing and Seller shall share the savings as follows:
(50%) savings to Boeing;
(50%) savings to Seller.
Seller shall include with each proposal verifiable cost records and other
data as required by Boeing for proposal review and analysis.
Each party shall be responsible for its own implementation costs, including
but not limited to non-recurring costs.
12.6.3 COST SAVINGS COMPUTATION
A change order shall be issued by Boeing and the unit price shall be
reduced in an amount equal to the savings portion attributable to Boeing as
set forth above. The applicable unit price as set forth in Attachment 1
Statement of Work shall be amended to reflect such change.
EXAMPLE:
-------
Current Price: $600.00
Proposed Cost Savings: $100.00/unit
Boeing's Percentage: 50.0%
Seller's Percentage: 50.0%
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SPECIAL BUSINESS PROVISIONS
12.6.3 COST SAVINGS COMPUTATION (Continued)
STEP BY STEP COMPUTATION:
l. $100.00 unit savings x 50.0% Boeing's percentage of savings
= $50.00 Boeing savings.
2. $100.00 unit savings x 50.0% Seller's percentage of savings
= $50.00 Seller savings.
3. Net affect to the unit cost = $50.00
New Unit Price For Units = $550.00
12.6.4 WEIGHT REDUCTION PROPOSALS
Seller is encouraged to submit proposals to Boeing that reduce the
Product's weight without impairing any essential functions or
characteristics of the Product.
Seller shall submit such proposals in accordance with SBP Section 12.6.1
above. The amount of any costs or savings that result from a weight
reduction proposal shall be agreed by Boeing and Seller. Seller shall
include with each proposal verifiable cost records and other data as
required by Boeing for proposal review and analysis.
Boeing may accept in whole or in part, any such proposal by issuing a
change order to the applicable Order.
12.7 REDUCTION IN QUANTITY TO BE DELIVERED
Notwithstanding the provisions of GTA Sections 10.0 and 12.0, Boeing's
maximum liability for an equitable adjustment resulting from a decrease in
quantity or termination of Product(s) shall be limited to costs directly
attributable to THREE months worth of scheduled deliveries of the Products.
For purposes of this Section, scheduled deliveries shall be determined by
the applicable schedule in effect at the xxxx Xxxxxx commenced work on the
Product(s) that are the subject of the termination or decrease.
13.0 SPARES AND OTHER PRICING
13.1 SPARES
For purposes of this Section, the following definitions shall apply:
A. AIRCRAFT ON GROUND (AOG) - means the highest Spares priority. Seller
will expend best efforts to provide the earliest possible delivery of
any Spare designated AOG by Boeing. Such effort includes but is not
limited to working twenty-four (24) hours a day, seven days a week and
use of premium transportation. Seller shall specify the delivery date
and time of any such AOG Spare within two (2) hours of receipt of an
AOG Spare request.
B. CRITICAL - means an imminent AOG work stoppage. Seller will expend
best efforts to provide the earliest possible delivery of any Spare
designated Critical by Boeing. Such effort includes but is not limited
to working two (2) shifts a day, five (5) days a week and use of
premium transportation. Seller shall specify the delivery date and
time of any such Critical Spare within the same working day of receipt
of a Critical Spare request.
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SPECIAL BUSINESS PROVISIONS
13.1 SPARES (Continued)
C. EXPEDITE (CLASS I) - means a Spare required in less than Seller's
normal leadtime. Seller will expend best efforts to meet the
requested delivery date. Such effort includes but is not limited to
working overtime and use of premium transportation.
D. ROUTINE (CLASS III) - means a Spare required in Seller's normal
leadtime.
E. POA REQUIREMENT (POA) - means any detail component needed to replace a
component on an End Item Assembly currently in Boeing's assembly line
process. Seller shall expend best efforts feasible to provide the
earliest possible delivery of any Spare designated as POA by Boeing.
Such effort includes but is not limited to working twenty-four (24)
hours a day, seven days a week and use of premium transportation.
Seller shall specify the delivery date and time of any such POA within
two (2) hours of an AOG Spare request.
F. IN-PRODUCTION - means any Spare with a designation of AOG, Critical,
Expedite, Routine, POA or End Item Assembly which is in the current
engineering configuration for the Product and is used on a model
aircraft currently being manufactured by Boeing.
G. NON-PRODUCTION REQUIREMENTS - means any Spare with a designation of
AOG, Critical, Expedite and Routine requirements which is used on
model aircraft no longer being manufactured by Boeing (Post
Production) or is in a non-current engineering configuration for the
Product (Out of Production).
H. BOEING PROPRIETARY SPARE - means any Spare which is manufactured (i)
by Boeing, or (ii) to Boeing's detailed designs with Boeing's
authorization or (iii) in whole or in part using Boeing's Proprietary
Materials.
13.1.1 SPARES SUPPORT
Seller shall provide Boeing with a written Spares support process
describing Seller's plan for supporting AOG and Critical commitments and
manufacturing support. The process must provide Boeing with the name and
number of a twenty-four (24) hour contact for coordination of AOG and
Critical requirements. Such contact shall be equivalent to the coverage
provided by Boeing to its Customers as outlined in Attachment 4 "Boeing AOG
Coverage" which is incorporated herein and made a part hereof by this
reference.
Seller shall notify Boeing as soon as possible via fax, telecon, or as
otherwise agreed to by the parties of each AOG and Critical requirement
shipment using the form identified in Attachment 5 "Boeing AOG and Critical
Shipping Notification". Such notification shall include time and date
shipped, quantity shipped, Order, pack slip, method of transportation and
air bill if applicable. Seller shall also notify Boeing immediately upon
the discovery of any delays in shipment of any requirement and identify the
earliest revised shipment possible.
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SPECIAL BUSINESS PROVISIONS
13.1.2 RECLASSIFICATION OR RE-EXERCISES
Boeing may on occasion, instruct Seller to re-prioritize or reclassify an
existing requirement in order to improve or otherwise change the
established shipping schedule. Seller shall expend the effort required to
meet the revised requirement as set forth above in the definitions of the
requirements. Seller's commitment of a delivery schedule shall be given in
accordance with that set forth above for the applicable classification but
in no case shall it exceed twenty-four (24) hours from notification by
Boeing.
13.1.3 SPARE PRICING
Except as set forth in subsections 13.1.3.1 and 13.1.3.2 below, the price
for Spare(s) shall be the same as the production price for the Products as
listed on Attachment 1, in effect at the time the Spare(s) are ordered. POA
parts shall be priced so that the sum of the prices for all POA parts of an
End Item Assembly equals the applicable recurring portion of the End Item
Assembly.
13.1.3.1 AIRCRAFT ON GROUND (AOG), CRITICAL SPARES AND POA REQUIREMENT
The price for AOG and Critical Spares and POA requirements shall be
the price for such Products listed on Attachment 1.
13.1.3.2 EXPEDITE SPARE (CLASS 1)
The price for Expedite Spares shall be the price for such Products
listed on Attachment 1.
13.1.4 SPECIAL HANDLING
The price for all effort associated with the handling and delivery of
Spare(s) is deemed to be included in the price for such Spare(s). Provided,
that if Boeing directs delivery of Spares to an F.O.B. point other than
Seller's plant, Boeing shall reimburse Seller for shipping charges,
including insurance, paid by Seller from the plant to the designated F.O.B.
point. Such charges shall be shown separately on all invoices.
13.2 SHORT FLOW PRODUCTION REQUIREMENTS
Expedite charges, if any, to be paid for short flow production requirements
shall not exceed the amount payable under SBP Section 13.1.3.1 above for
that portion of the Order which is released short flow except as otherwise
agreed to in writing by Boeing. In the event Boeing agrees to pay an amount
in excess of that set forth in SBP Section 13.1.3.1 above, Seller shall
provide data to verify expedite charges requested. For purposes of this
Section, "Short Flow Production" shall be defined as any requirement
released less than Seller's current Re-Order Leadtime (ROLT). If Seller
fails to meet the required delivery, Boeing shall not be obligated to pay
the agreed upon amount.
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SPECIAL BUSINESS PROVISIONS
13.3 TOOLING
13.3.1 RESPONSIBLE PARTY
Seller shall absorb all costs for Tooling manufactured and/or purchased by
Seller necessary for the manufacture and delivery of the Products including
but not limited to rework, repair and maintenance of the Tooling.
13.3.2 BOEING FURNISHED TOOLING
In the event Boeing furnishes Tooling to Seller to support the delivery of
Product(s), Seller shall comply with the Terms and Conditions applicable to
the Blanket Tooling Purchase Control Order established with Seller who
possess or controls Tooling. No repair, replacement or rework required
shall be performed without Boeing's prior written consent. Boeing shall
notify Seller of, what if any, action shall be required for all discrepant
Tooling.
13.4 PRICING OF BOEING'S SUPPORTING REQUIREMENTS
Any Products required to assist Boeing's supporting requirements, including
but not limited to requirements for color and appearance samples, Boeing-
owned simulators, test requirements, factory support, flight test spares
will be provided for not more than the applicable price as set forth in
Attachment 1.
13.5 PRICING OF REQUIREMENTS FOR MODIFICATION OR RETROFIT
Any Products required by Boeing to support a modification or retrofit
program shall be provided for not more than the applicable price as set
forth in Attachment 1.
13.6 SIMILAR PRICING
New Products ordered by Boeing that are similar to or within Product
families of Products currently being manufactured by Seller shall be priced
using the same methodology or basis as that used to price the existing
Product(s).
14.0 STATUS REPORTS/REVIEWS
When requested by Boeing, Seller shall update and submit, as a minimum,
monthly status reports on data requested by Boeing using a method mutually
agreed upon by Boeing and Seller.
When requested by Boeing, Seller shall provide to Boeing a manufacturing
milestone chart identifying the major purchasing, planning and
manufacturing operations for the applicable Product(s).
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SPECIAL BUSINESS PROVISIONS
Upon request by Boeing, a program review may be held between the parties.
The location of such review shall be mutually agreed to by the parties. The
purpose of the review is to improve communication and understanding between
the parties to ensure program success.
15.0 PROVISIONS FOR OFFSET/BUSINESS STRATEGIES
FOREIGN PROCUREMENT REPORT
Seller agrees to cooperate with Boeing in identifying possible
subcontractors for work under any Order that support Boeing's offset or
business strategies. Prior to releasing any request for proposal to a
subcontractor to support Boeing's offset or business strategy, Seller shall
coordinate with Boeing.
Seller shall document on Attachment 2 all offers to contract and executed
contracts with such subcontractors including the dollars contracted.
Seller shall provide to Boeing with an updated copy of Attachment 2 for the
six-month periods ending June 30 and December 31 of each year. The reports
shall be submitted on the 1st of August and the 1st of February
respectively.
16.0 BOEING FURNISHED MATERIAL
NOT APPLICABLE
17.0 ASSIGNMENT
Boeing and Seller agree that Boeing may, in its discretion, assign, in part
or in whole, its purchasing obligations under the Agreement or any Order,
as applicable, at the prices set forth in Attachment 1 thereof. Boeing
reserves the right to rescind its assignment at anytime.
Boeing's assignment of purchasing obligation includes scheduling, issuance
of Order(s), receival and inspection of Products, acceptance or rejection
of Products, payment for accepted Products, and ensuring conformance to the
quality assurance system requirements.
Boeing shall retain all other rights and obligations pursuant to the
applicable terms and conditions. In addition, Boeing reserves the right,
where necessary, to coordinate with and mediate between Seller and any
assignee regarding such assignment.
18.0 INVENTORY AT CONTRACT COMPLETION
NOT APPLICABLE
19.0 OWNERSHIP OF INTELLECTUAL PROPERTY
NOT APPLICABLE
19.1 TECHNICAL WORK PRODUCT
NOT APPLICABLE
19.2 INVENTIONS AND PATENTS
NOT APPLICABLE
19.3 WORKS OF AUTHORSHIP AND COPYRIGHTS
NOT APPLICABLE
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SPECIAL BUSINESS PROVISIONS
19.4 PRE-EXISTING INVENTIONS AND WORKS OF AUTHORSHIP
NOT APPLICABLE
20.0 ADMINISTRATIVE AGREEMENTS
NOT APPLICABLE
21.0 GUARANTEED WEIGHT REQUIREMENTS
NOT APPLICABLE
22.0 SUPPLIER DATA REQUIREMENTS
NOT APPLICABLE
23.0 DEFERRED PAYMENT
NOT APPLICABLE
24.0 SOFTWARE PROPRIETARY INFORMATION RIGHTS
NOT APPLICABLE
EXECUTED in duplicate as of the date and year first set forth above by the duly
authorized representatives of the parties.
THE BOEING COMPANY
By and Through its Division
Boeing Commercial Airplane Group
Name: /s/ illegible Name: /s/ illegible
------------------------ ------------------------
Title: PRESIDENT Title:
------------------------ ------------------------
Date: Date:
------------------------ ------------------------
12
ATTACHMENT 1 TO
SPECIAL BUSINESS PROVISIONS
WORK STATEMENT AND PRICING
The price for Products to be delivered on or before December 31, 199, except as
otherwise noted below, shall be as follows:
PART NUMBER LEAD TIME NOMENCLATURE UNIT PRICE
----------- --------- ------------ ----------
SEE ENCLOSURE A
1
Attachment 1 to Special Business Provisions
Work Statement and Pricing
The price for products to be delivered through December 31, 1999 shall be
as follows:
(a) designates new parts added to the contract.
Contract
Part Number/Family Lead Time Nomenclature Price
-------------------- --------- ------------ ----------
(a) CA1044-1 12 Weeks Latch $1.01
(a) CAMA11A1S 12 Weeks Connector $25.39
(a) CAMA11W1P 12 Weeks Connector $11.00
(a) CAMA11W1S 12 Weeks Connector $25.45
(a) CAMA11W1SLF 12 Weeks Connector $37.75
(a) CAMA15S 12 Weeks Connector $11.05
CAMA15S5LF 12 Weeks Connector $55.94
CB004-5P 12 Weeks Contact $1.67
CB005-5P 12 Weeks Contact $1.97
(a) CB008-5P 12 Weeks Contact $4.23
(a) CB009-5P 12 Weeks Contact $3.50
CB02-15P1 12 Weeks Connector $25.50
CB02C-15P 12 Weeks Receptacle $55.48
CB02C-15S 12 Weeks Connector $54.44
CB05-15S 12 Weeks Plug $39.25
(a) CB06-15P 12 Weeks Connector $25.20
(a) CB06-15S 12 Weeks Connector $24.44
CB12P1 12 Weeks Plug $7.75
CBCX12R1A 12 Weeks Receptacle $67.93
(a) CBCX12RP1A 12 Weeks Connector $407.02
(a) CBMA21W1P 12 Weeks Connector $17.75
(a) CBMA21W1S 12 Weeks Connector $18.68
(a) CBX12PM1A 12 Weeks Connector $51.80
(a) CC5791-3 12 Weeks Contact $33.38
CCM25A3P-SP 12 Weeks D-Sub $39.57
(a) CCMA17W5PK87 12 Weeks Connector $40.05
(a) CCMA17W5S 12 Weeks Connector $27.48
(a) CCMA21WA4S 12 Weeks Connector $18.42
(a) CCMA25W3S 12 Weeks Connector $18.55
(a) CCMA37PK87 12 Weeks Connector $18.06
(a) CDMA36W4S 12 Weeks Connector $23.96
(a) CJC200 12 Weeks Connector $315.25
(a) CJC400 12 Weeks Dummy VDU $441.57
(a) CJC600 12 Weeks Switch $275.00
(a) CLPT12SP06 12 Weeks Adapter Connector $592.25
(a) CLPT12SP07 12 Weeks Adapter Connector $592.25
CMP002-P103 12 Weeks Contact $4.82
CMP002-Sl03 12 Weeks Contact $5.11
CMP003-P103 12 Weeks Contact $4.72
1
Attachment 1 to Special Business Provisions
Work Statement and Pricing
The price for products to be delivered through December 31, 1999 shall be
as follows:
(a) designates new parts added to the contact.
Contract
Part Number/Family Lead Time Nomenclature Price
-------------------- --------- ------------ ----------
CMP003-S103 12 Weeks Contact $5.02
CMP004-P103 12 Weeks Contact $4.72
CMP004-S103 12 Weeks Contact $5.02
(a) CMX006S102 12 Weeks Contact $6.00
(a) CMX006S102E 12 Weeks Contact $15.79
(a) CPIS001 12 Weeks Connector $107.00
(a) CPX3MAB32C4PD106S67P 12 Weeks Connector $447.65
(a) CPX3MAB32C4SD106P67S 12 Weeks Connector $437.40
(a) CPXBMA32-33S0001 12 Weeks Connector $100.00
(a) CQAEM 12 Weeks Connector $23.00
CQAMA11W1P 12 Weeks Connector $41.91
(a) CQAMA11W1S 12 Weeks Connector $48.37
CQAMA15P 12 Weeks Connector $17.50
CQAMA15S 12 Weeks Connector $47.85
CQAPM 12 Weeks Backshell $3.09
(a) CQARA11W1P 12 Weeks Connector $585.18
(a) CQARA11W1S 12 Weeks Connector $195.12
CQASM 12 Weeks Backshell $3.24
(a) CQBMA13W3P 12 Weeks Connector $39.95
(a) CQBMA13W3S 12 Weeks Connector $77.29
(a) CQBMA17W2P 12 Weeks Connector $30.35
(a) CQBMA25P 12 Weeks Connector $116.73
(a) CQBPM 12 Weeks Connector $22.37
(a) CQBSM 12 Weeks Backshell $17.11
CQCMA21WA4S 12 Weeks Connector $51.55
(a) CQCMA25W3P 12 Weeks Connector $331.36
(a) CQCMA25W3S 12 Weeks Connector $39.63
CQCMA2SW3S 12 Weeks Connector $45.25
CQCMA37P 12 Weeks Connector $45.62
CQCPM 12 Weeks Backshell $14.12
CQCRA21WA4P 12 Weeks Connector $193.86
CQCRA21WA4S 12 Weeks Connector $193.83
CQCSM 12 Weeks Backshell $4.09
(a) CQDMA24W7P 12 Weeks Connector $697.54
(a) CQDMA24W7S 12 Weeks Connector $43.75
CQDMA36W4S 12 Weeks Connector $54.73
CQDMA50S 12 Weeks Connector $60.31
CQDPM 12 Weeks Backshell $20.52
CQDRA24SW7S 12 Weeks Connector $697.54
2
Attachment 1 to Special Business Provisions
Work Statement and Pricing
The price for products to be delivered through December 31, 1999 shall be
as follows:
(a) designates new parts added to the contract.
Contract
Part Number/Family Lead Time Nomenclature Price
-------------------- --------- ------------ ----------
CQDRA50P 12 Weeks D Sub $195.15
CQDSM 12 Weeks Backshell $15.02
CQEEM 12 Weeks Backshell $5.68
CQEMA9P 12 Weeks Connector $32.77
CQEMA9S 12 Weeks Connector $16.87
CQEPM 12 Weeks Backshell $3.35
CQESM 12 Weeks Backshell $6.56
(a) CQMEF200 12 Weeks Contact $19.95
(a) CQMEF316 12 Weeks Contact $22.12
CQMEF501 12 Weeks Contact $8.43
CQMEF501A 12 Weeks Contact $10.45
CQMEF502A 12 Weeks Contact $24.02
(a) CQMEF503 12 Weeks Contact $29.75
(a) CQMEM200 12 Weeks Contact $17.47
(a) CQMEM316 12 Weeks Connector $18.99
CQMEM501 12 Weeks Contact $14.22
CQMEM502 12 Weeks Contact $19.56
(a) CQMEM503 12 Weeks Connector $28.58
(a) CRC280-2 12 Weeks Contact $27.71
(a) CRC280-3 12 Weeks Contact $28.38
(a) CRC280-4 12 Weeks Contact $26.76
(a) CRM280-2 12 Weeks Contact $72.12
(a) CRM280-3 12 Weeks Contact $28.74
(a) CRM280-4 12 Weeks Contact $26.78
(a) CRMEF501 12 Weeks Contact $16.71
(a) CRMEM501 12 Weeks Contact $15.38
CSLT21P1A 12 Weeks Plug $21.70
CT14S 12 Weeks Backshell $0.87
CTB0802 12 Weeks Terminal Block $303.13
CTB8C 12 Weeks Terminal Block Cover $25.96
(a) CTB9000 12 Weeks Terminal Block $542.21
(a) CTB9CS 12 Weeks Terminal Cover $62.61
CTER100 12 Weeks Terminal Assembly $125.00
CTER120 12 Weeks Terminal Assembly $125.00
(a) CTR14S 12 Weeks Backshell $3.45
(a) CTR90SR1S 12 Weeks Backshell $206.86
CTX623-6CH 12 Weeks Telephone Jack $60.33
(a) CTZ623-6CH 12 Weeks Telephone Jack $23.78
(a) CWC01-1210 12 Weeks Connector $59.66
3
Attachment 1 to Special Business Provisions
Work Statement and Pricing
The price for products to be delivered through December 31, 1999 shall be
as follows:
(a) designates new parts added to the contract.
Contract
Part Number/Family Lead Time Nomenclature Price
-------------------- --------- ------------ ----------
(a) CWC01-2006 12 Weeks Terminal $23.31
(a) CWC01-2010 12 Weeks Terminal $23.34
CWC02-2006 12 Weeks Terminal $56.45
CWC02-2010 12 Weeks Terminal $62.92
(a) DSB3 12 Weeks Backshell $23.83
(a) DSB4 12 Weeks Backshell $23.83
(a) DSB5 12 Weeks Backshell $23.83
(a) K3004-0001-2005 12 Weeks Contact $1.69
(a) K3004-0002-1605 12 Weeks Contact $3.14
(a) K4004-0001-2005 12 Weeks Contact $2.90
(a) K4004-0002-1605 12 Weeks Contact $3.05
4
ATTACHMENT 2 TO
SPECIAL BUSINESS PROVISIONS
FOREIGN PROCUREMENT REPORT FORM
(Seller to Submit)
(Reference Section 15.0)
COMMODITY/ BID CONTRACTED
SUPPLIER NAME COUNTRY NOMENCLATURE DOLLARS DOLLARS
------------- ------- ------------ ------- ----------
2
ATTACHMENT 3 TO
SPECIAL BUSINESS PROVISIONS
RATES AND FACTORS
(Reference Section 12.2)
3
ATTACHMENT 4 TO
SPECIAL BUSINESS PROVISIONS
BOEING AOG COVERAGE
- NORMAL HOURS BOEING'S MATERIAL REPRESENTATIVE(MATERIAL
DIVISION)
Approximately 5:30 a.m. - 6:00 p.m.
- Performs all functions of procurement process.
- Manages formal communication with Seller.
- SECOND SHIFT - AOG PROCUREMENT SUPPORT (MATERIAL DIVISION)
3:00 p.m. - 11:00 p.m.
- May place order and assist with commitment and shipping information,
working with several suppliers on a priority basis.
- Provides a communication link between Seller and Boeing.
- 24 HOUR AOG SERVICE - AOG CUSTOMER REPRESENTATIVE
(CUSTOMER SERVICE DIVISION ) 544-9000
- Support commitment information particularly with urgent orders.
- Customer Service Representative needs (if available):
- Part Number
- Boeing Purchase Order
- Airline Customer & customer purchase order number
- Boeing S.I.S. #
If Seller is unable to contact any of the above, please provide AOG/Critical
shipping information notification via FAX using Boeing AOG/Critical shipping
notification form (Attachment 5).
4
ATTACHMENT 5 TO
SPECIAL BUSINESS PROVISIONS
BOEING
AOG/CRITICAL
SHIPPING NOTIFICATION
--------------------------------------------------------------------------------
To: FAX: (000) 000-0000 or 000-0000 Phone: (000) 000-0000
-------------------------- ------------------------------
Buyer Name: Phone:
--------------------- ------------------------------
From: Today's Date:
--------------------- ------------------------------
--------------------------------------------------------------------------------
Part Number: Customer PO:
--------------------- -----------------------
Customer: Ship Date:
--------------------- -----------------------
Qty Shipped: *SIS Number:
--------------------- -----------------------
Boeing PO: Pack Sheet
--------------------- -----------------------
*Airway Bill: or Invoice:
--------------------- -----------------------
Carrier: *Flight #:
--------------------- -----------------------
Freight
Forwarder:
---------------------
* If Applicable
Shipped To:(Check One) Boeing
-----
Direct Ship
to Customer
-----
Direct Ship
to Supplier
-----
Remarks:
-----------------------------------------------------------------
-----------------------------------------------------------------
-----------------------------------------------------------------
-----------------------------------------------------------------
-----------------------------------------------------------------
IF UNABLE TO CONTACT BUYER,
PLEASE USE THIS FORM TO FAX SHIPPING INFORMATION.
5
ATTACHMENT 6 TO
SPECIAL BUSINESS PROVISIONS
SUPPLIER DATA REQUIREMENTS LIST ("SDRL")
CUSTOMER SUPPORT
(Reference Section 21.0)
NOT APPLICABLE
6
ATTACHMENT 7 TO
SPECIAL BUSINESS PROVISIONS
SUPPLIER DATA REQUIREMENTS LIST ("SDRL")
ENGINEERING
(Reference Section 21.0)
NOT APPLICABLE
7
SPECIAL BUSINESS PROVISIONS
19.4 PRE-EXISTING INVENTIONS AND WORKS OF AUTHORSHIP
NOT APPLICABLE
20.0 ADMINISTRATIVE AGREEMENTS
NOT APPLICABLE
21.0 GUARANTEED WEIGHT REQUIREMENTS
NOT APPLICABLE
22.0 SUPPLIER DATA REQUIREMENTS
NOT APPLICABLE
23.0 DEFERRED PAYMENT
NOT APPLICABLE
24.0 SOFTWARE PROPRIETARY INFORMATION RIGHTS
NOT APPLICABLE
EXECUTED in duplicate as of the date and year first set forth above by the duly
authorized representatives of the parties.
THE BOEING COMPANY XXXX COMPONENTS
By and Through its Division
Boeing Commercial Airplane Group
Name: /s/ Name: /s/
-------------------- ---------------------
Title: Buyer Title: PRESIDENT
-------------------- ---------------------
Date: December 1, 1995 Date: 2/12/96
-------------------- ---------------------
12
