EXHIBIT 10.22
Long Term Agreement Terms and Conditions
Attachment "B"
This Long Term Agreement, No. 996271 has been made as of the 7th day of
September 2000 between Sikorsky Aircraft Corporation, a Delaware Corporation
having an office and place of business in Stratford, CT (hereafter referred to
as "Buyer") and Air Industries Corporation having an office and place of
business in Bayshore, NY (hereafter referred to as "Seller").
1. This Long Term Agreement (hereafter "LTA" or Agreement") and the terms
thereof shall be applicable to all order issued by Buyer to Seller for
those products listed in Attachment "A" to this Agreement, attached hereto
and made a part hereof, during the time period commencing on the 30th day
of September 2000 and expiring on the 31st day of December 2005.
Deliveries made pursuant to this Agreement shall occur no later than the
31st day of December 2005. This Agreement may be extended by the Buyer for
an additional five (5) years provided that written notice is so provided
to Seller no later than the 30th day of June 2005.
2. During the term of this Agreement, Buyer agrees to issue to Seller and
Seller agrees to accept purchase orders (hereafter "Long Term Agreement
Releases" or "Releases") against this Agreement for some or all of those
goods listed and at the prices provided in Attachment "A", attached hereto
and made a part hereof. The estimated value of this Agreement is
$787,220.00. The quantities of products and dollar value thereof listed in
Attachment "A" describes Buyer's estimated purchase requirements during
the term of this Agreement; however, Buyer is under no obligation to
purchase any or all of the total estimated quantities or dollar value;
further, Buyer reserves the right to purchase quantities greater than
those listed in Attachment "A". In the event that Buyer does not purchase
the estimated quantities, Seller shall not be entitled to any adjustment
in the prices of other provisions of this Agreement. Seller agrees to fill
Buyer's Releases for products ordered by Buyer under this Agreement and
comply with the requirements on each Release. Buyer will exercise its best
efforts to place on the face of every Release a statement referencing this
Agreement as controlling the terms and conditions of purchase. However,
such Releases shall be subject to the terms hereof whether they shall
expressly so state or not. If Seller is unable to supply Buyer with any
items described in Attachment "A" in accordance with the delivery need
dates of any such Release, Seller shall immediately notify Buyer in
writing, and Buyer may, in addition to any other remedies available to
Buyer, at its option, reschedule such items for later delivery, reduce the
quantity of such items ordered to the amount available, purchase such
items from other sources or terminate the release without any liability or
obligation to the Seller. In any event, Buyer shall have no further
liability to Seller for the items, which Seller could not deliver in
accordance with the terms of Buyer's Releases. Releases may be issued at
any time prior to termination or expiration of this LTA and Seller shall
perform such releases to the extent that deliveries are not required
subsequent to the expiration date of this Agreement.
3. In addition to the information required under Attachment B, Terms and
Condition of Purchase, Seller shall designate this Long Term Agreement
Number, the applicable Release number, item number, and item description
on all packing slips and invoices of material delivered pursuant to this
Long term Agreement and any Releases issued hereunder.
4. Seller hereby agrees to utilize E-Commerce and Bar Coding where applicable
and practiced by Buyer.
5. Seller agrees to comply with the delivery dates set forth in Buyer's
Releases. Seller acknowledges and understands that this may require that
supplies be delivered from Seller to Buyer in less than the standard
lead-times listed in Attachment "A" hereto.
6. The supplies as required by this Agreement shall be delivered on dock at
the destination specified by Buyer and in accordance with the delivery
dates specified in its Releases issued pursuant to this LTA. Time is of
the essence for all deliveries required by the Releases. The supplies
shall be delivered to Buyer at the location specified by Buyer but not be
delivered to the location specified by Buyer earlier than two (2) weeks
prior to such need dates unless prior approval is granted by Buyer.
7. All items delivered under this LTA shall be inspected and accepted in
accordance with this LTA. Final acceptance of supplies delivered under
Releases issued pursuant to this LTA will take place at Buyer's facility
to which said supplies are delivered. Final inspection shall take place as
specified in each Release issued pursuant to this LTA. In the event that a
Release does not specify final inspection, final inspection shall be at
the facility of Buyer. This Paragraph is not nor is to be construed as a
limitation of the rights of Buyer and the obligations of the Seller as
provided for in this LTA.
8. Prices to be paid by Buyer shall be those listed in Attachment "A" and
shall remain firm for the term of the Agreement. Should prices lower than
those listed for items of like grade, quality and quantity in Attachment
"A" be offered to any customer of Seller during the term of this
Agreement, such prices will also be offered to Buyer. Prices paid will be
based on the units of measure delivered pursuant to Releases issued
hereunder multiplied by the unit of measure price. Seller represents that
the prices in Attachment "A" contain all taxes, duties, levies, and fees
that could be imposed by any taxing authority in the jurisdiction in which
Seller does business or which may be imposed by any governmental agency
regarding the export of supplies from the country of origin.
9. [Intentionally left blank]
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10. Seller agrees to provide to other subcontractors, subsidiaries and joint
venture partners of Buyer the right to purchase the same material as is
being purchase under this Agreement at the same prices as are contained in
ties Agreement. Seller's obligation to provide material to other
subcontractors at the same prices as are contained in this Agreement with
Buyer is limited to those contracts under which other subcontractors are
purchasing material from Seller to fulfill obligations under purchase
orders with Buyer. Seller shall obtain from each subcontractor of Buyer a
representation that any such materials purchased by the subcontractors
under this clause shall be used solely and exclusively for fulfilling
purchase order requirements of Buyer. There shall be no change or other
adjustments to the prices contained in this Agreement regardless of the
amount of material, if any, purchased by Buyer's subcontractors,
subsidiaries or joint venture partners under this clause.
11. Seller agrees that it shall accept amendments to this Agreement as
reasonably deemed necessary by Buyer to comply with the provisions of any
Sales Contract that Buyer may execute, any federal, state, local or
provincial laws and regulation that may be applicable to Seller as a
subcontractor to Buyer and any laws or regulations necessary for Buyer to
comply with the requirements of Buyer's Sales Contracts.
12. Buyer reserves the unilateral right to make delivery schedule adjustments
for supplies purchase pursuant to this LTA to comply with Buyer's internal
build plan. In this event, Seller shall comply with such adjustments. No
price adjustments shall be allowed for delivery schedule adjustments made
by Buyer, pursuant to this provision.
13. Seller represents and warrants to the Buyer that the supplies delivered
pursuant to this Agreement shall meet or exceed the requirements set forth
in each release issued pursuant hereto and that any and all data,
specifications and drawings developed or made by Seller pursuant to this
Agreement shall also meet or exceed the requirements in each release.
Seller shall deliver items made in accordance with the revision levels in
effect at the time the Release under which the items were ordered was
issued.
14. Except as may be required for detail instructions concerning
administration of purchase orders issued hereunder, any notices or reports
required by this Agreement or with respect to the Agreement shall be in
writing and addressed as follows:
If mailed to Seller:
Air Industries
0000 Xxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
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If mailed to Buyer:
Sikorsky Aircraft Corporation
0000 Xxxxx Xxxx Xx. XX Xxx 0000
Xxxxxxxxx, XX 00000-0000
Attn: Manager Material Contracts
Mail Stop: S204A
15. Terms of payment shall be 1% 10 days, Net 30 after final acceptance by
Buyer.
16. Transportation provisions are Delivered Duty Paid (Incoterms 1990 Edition)
Buyer's facility, Stratford, CT USA or as otherwise specified in each
Release.
17. The terms and conditions of this Long Term Agreement and any purchase
orders or Releases issued pursuant hereto shall be controlled by the
following, listed in order of precedence: (1) by all Articles of this
Agreement; (2) by the terms contained in the Attachments incorporated by
reference herein and attached hereto; (3) by the terms on the face sheets
of the releases issued pursuant hereto; and (4) by the Sikorsky Aircraft
Terms and Conditions of Purchase contained in S/A 908.
1 The terms on the face sheets hereof shall apply to any and all Releases
issued by Buyer to Seller for the item(s) listed in Attachment "A" during
the term of this Agreement and shall be applicable thereto with the same
effect as if they physically appeared thereon. All other conditions of any
Releases or acceptances thereof whether printed, stamped, typed, written
on the face or reverse thereof, or incorporated by reference, or attached
thereto in any manner, shall be deemed inapplicable and of no effect
except those terms, conditions, and instructions appearing on the face of
Buyer's Release forms.
18. At any point in time during the term of this Agreement, additional part
numbers may be added to this Agreement by written agreement. The prices
governing any additional part numbers shall be incorporated in a written
agreement.
19. Seller agrees to develop productivity and cost reduction improvements
plans during the course of this Agreement. Seller agrees to develop and
maintain comprehensive continuous improvement plans, which shall extend to
all processes and procedures. Buyer may require Seller to develop and
implement specific action plans for any activities or processes that Buyer
deems necessary.
20. This LTA must be accepted in writing by Seller. If for any reason Seller
should fail to accept a release or order issued under this Agreement in
writing, the shipment by Seller of any goods ordered, the furnishing of
any service called for hereunder, of the acceptance of any payment by
Seller or any other conduct by Seller which recognizes the existence of a
contract pertaining to the subject matter hereof shall constitute an
unqualified acceptance by Seller of this Order and all of its terms and
conditions. Seller's acceptance of Buyer's offer or Seller's
acknowledgment, invoice, or other form of acceptance that adds to, varies
from, or conflicts with the terms herein are hereby objected to. Any such
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proposed terms shall be void and the terms and conditions of this order
(a) shall constitute the complete and exclusive statement of the terms and
conditions of the contract between the parties and shall apply to each
shipment received by Buyer from Seller hereunder and (b) may hereafter be
modified only by both parties. If this order has been issued by Buyer in
response to an offer by Seller and if any of the terms herein are
additional to or different from any terms of such offer, then the issuance
of this order by Buyer shall constitute final acceptance of such offer.
Any additional terms and conditions shall be deemed acceptable to Seller
unless Seller notifies Buyer to the contrary in writing within ten (10)
calendar days of receipt of this order.
21. All non-recurring costs including tooling and first article/qualification
as defined in the Sikorsky Engineering drawings are to be performed by the
Supplier at its sole expense. Any tooling which is supplied by Sikorsky
Aircraft is supplied in "AS IS" condition. Supplier assumes responsibility
for use of tooling or for design and manufacture of new tooling.
22. In the event that Supplier does not complete first article and/or
qualification testing by the time frame required by releases issued
pursuant to this agreement, Buyer may terminate the delayed items at no
cost or liabilities whatsoever.
23. Seller shall not make any publicity releases or authorize others to make
such releases regarding the subject matter of this Agreement without the
prior written approval of the Buyer.
24. Seller may not assign or transfer this Agreement or any Releases issued
under this Agreement.
25. The place of performance shall be Seller's Facility designated as Air
Industries. This place of performance shall not be changed without the
express written permission of an authorized representative of the Buyer.
26. In the performance of this Agreement and all Releases issued under this
Agreement, Seller and Buyer shall each comply with all local, state,
federal and provincial laws, rules and regulations.
27. This agreement shall be interpreted in accordance with the plain English
meaning of its terms and the construction thereof shall be governed by the
laws of Connecticut, excepting Connecticut's choice of law statutes. Buyer
may, but is not obligated to, bring any action or claim relating to or
arising out of this Agreement in the appropriate state or federal court in
Connecticut, and Seller hereby irrevocably consents to personal
jurisdiction in any such court, hereby appointing the Secretary of State
of Connecticut as agent for receiving service of process. Any action or
claim by Seller with respect hereto shall also be brought in such
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appropriate state or federal court in Connecticut, if Buyer so elects.
Accordingly, Seller shall give written notice to Buyer of any such
intended action or claim, including the intended venue thereof, and shall
not commence such action or claim outside of Connecticut if Buyer, within
thirty (30) days from the receipt thereof, makes its election as
aforesaid. Further the United Nations Convention on Contract for the
Internal Sale of Goods shall not apply, and this SUBCONTRACT shall not be
construed in accordance herewith. All rights not specifically granted
herein are retained by SIKORSKY.
AIR INDUSTRIES CORP. SIKORSKY AIRCRAFT CORPORATION
Name: Xxxxx Xxxxxxxxxx Name: Xxxxx Xxxxxxxx
Title: Director Title: Director
Date: September 7, 2000 Date: 9/11/00
Signature: Signature:
s/Xxxxx Xxxxxxxxxx s/ Xxxxx Xxxxxxxx
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