EXHIBIT 10.17
BOEING
Boeing Commercial Airplane Group
P.O. Box 2707
Seattle, WA 58124-2207
Contact Contract Extension
Letter Agreement, dated June 28, 1993 between Boeing Commercial Airplane Group
and Tri-Star Electronics International
June 28, 1993
6-5752-01-215
Mr Jack DeCrane
Tri-Star Electronics International
2201 Rosecrans Ave.
El Segundo CA. 90245
Subject: Contact Contract Extension
Dear Jack,
Attached is a revised Letter of Agreement which will extend our current contract
for Electrical Contacts through May 31, 1998.
If you are in agreement with the proposed terms, conditions, and pricing, sign
the attached agreement and return to me no later than July 13, 1993. Should
Tri-Star Electronics International choose not to agree to the revised Letter of
Agreement these contact part numbers will be open for competitive bid.
If you have any questions, please contact me.
Sincerely,
MATERIEL DIVISION
/s/ Laura Robnett
Laura Robnett
Org. 6-5752 M/S 39-TT
Phone: (206) 266-1787
BOEING
Boeing Commercial Airplane Group
P.O. Box 2707
Seattle, WA 58124-2207
June 28, 1993
6-5752-01-215
Subject: Electrical Contact Procurement Contract
Letter of Agreement
Gentlemen:
The Boeing Company, the Buyer, will place a number of orders for those part
numbers in Attachment "A" for any quantity, any schedule, firm fixed-price
contract, referred to herein as the Procurement Package, with Tri-Star
Electronics International, the Seller. This letter states the provisions
applying to those orders and future orders which reference the procurement
package which are referred to herein as Subsequently Placed Orders.
GENERAL
The Seller agrees to accept Subsequently Placed Order for unlimited quantities
from Boeing Commercial Airplanes at the same price and under the same terms that
apply to the original procurement package for the duration of this agreement.
Such Subsequently Placed Orders must be entered with the Seller lead time away
and scheduled for delivery prior to May 31, 1996. In the event that the Seller
fails to deliver prior to May 31, 1998 as scheduled, such delinquent shipments
will continue to have the pricing and terms of the procurement package until
delivery is made. Delivery schedules for Subsequently Placed Orders will be
negotiated with the seller at the time of order placement.
In the event additional quantities/part numbers are required, 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 shortflow requirements.
DURATION
The duration of this agreement will extend from the signature date of this
Letter of Agreement through May 31, 1998.
LETTER # 6-5752-01-215
PAGE 2
BOEING
TERMS AND CONDITIONS
The Boeing Commercial Airplanes Terms and Conditions, form D1 4100 4045, Rev,
5/92, will apply to all orders of the procurement package and all subsequently
placed orders referencing this letter (See note A52 below). In the event
conflict exists between the Terms and Conditions and this letter, 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 the procurement package and Subsequently Placed Orders
referencing it:
APM50 Invoicing on this purchase contract should be mailed to the Boeing
Commercial Airplane Group, Attention Accounts Payable, P. 0. Box 34125,
Seattle, WA., 98124-1125
A02 This purchase order shall be governed by and deemed to include the
provisions of Boeing document D6-55772 entitled "Pay From Receipt -
additional terms and conditions regarding invoicing and payment." In the
event of conflict between the provisions of Boeing document D6-55772 and
any other applicable terms and conditions, the provisions of Boeing
document D6-55772 shall control.
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 parts of an end item.)
A52 This order is subject to agreements per Boeing Letter 6-5752-01-215 between
Boeing Commercial Airplane Group Materiel and Tri-Star Electronics
International dated June 28, 1993.
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.
LETTER # 6-5752-01-215
PAGE 3
BOEING
B83 Any shipment delinquent 5 days past promised ship date will be routed via
premium air at seller's expense, provided delay is not Boeing's
responsibility.
H54 Notwithstanding the provisions of the changes clause, seller hereby waives
any claim it might have against Buyer as a result of the rescheduling of
the delivery requirements of this order and relieves and releases Buyer of
any cost, charge or liabilities.
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 90 days in advance of the shipping date specified
in the Purchase Order.
L01 Parts returned to seller for rework due to grief or rejection that appear
on the Buyer's shortage report will be shipped premium air at Seller's
expense from and to Boeing receiving.
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.
LETTER # 6-5752-01-215
PAGE 4
BOEING
ADDITIONAL TERMS
All other Boeing Companies, divisions or groups may purchase to this agreement
at the same pricing and terms afforded to the Boeing Commercial Group.
PRICING
The pricing applying to the orders making up the procurement package and all
subsequently placed orders referencing this letter are as listed on Attachment
A. This pricing, as listed, will be firm for any quantity for orders placed from
the date of the contract and scheduled for delivery prior to May 31, 1998.
ABNORMAL RHODIUM ESCALATION CHARGES
The Following concept for calculating abnormal escalation for rhodium plated
electrical contacts will be in effect. The amount of rhodium in each electrical
contacts is as follows:
PART NUMBER RHODIUM CONTENT (GRAMS)
-----------------------------------------------------
BACC47CN3 .003151
BACC47CN3B .003151
BACC47CP2T .002620
BACC47CP2TB .002620
BACC47CP3T .003744
The base price for rhodium shall be $50.00 per gram. A +/- 5% band shall not
be calculated for price adjustments that fall within this band. The following
formula shall be used for price adjustments.
(Monthly weighted average rhodium price - (base rhodium price +/- 5%) X rhodium
content (grams) X quantity of electrical contacts delivered in the referenced
tine period.
Price adjustments will be in effect for electrical contacts delivered to Boeing
from June 28, 1993 through May 31, 1996.
As soon as practical after each quarter delivery date (March 31, June 31,
September 30, December 31), Tri-Star will send, to Boeing, an assertion for the
rhodium adjustment for that quarter. Documentation provided to Boeing shall
include:
LETTER # 6-5752-01-215
PAGE 5
BOEING
- Part number
- Quantity of parts
- Price adjustments for that part number
- All invoices for rhodium purchased in the delivery month
- Rhodium cost used in the adjustment formula
As soon as the data can be verified, Boeing will issue a non-receivable purchase
order for the cost adjustment.
Examples
RHODIUM PRICE INCREASE
Current month weighted average price: $70.00/gr.
Base price: $50.00/gr. + 5% = $52.50/gr.
P/N deliveries: BACC47CN3 18,000 for month
Rhodium Content: .003151 gr.
Adjustment: ($70.00 - $52.50) X .003151 X 18,000
= $992.57
RHODIUM PRICE NO CHARGE
Current month weighted average price: $51.00/gr.
Base price: $50.00/gr. + 5% = $52.50/gr.
Adjustment: Current price is not above $52.50/gr.
therefore no price adjustment.
RHODIUM PRICE DECREASE
Current month weighted average price: $40.00/gr.
Base price: $50.00/gr. - 5% = $47.50/gr.
P/N deliveries: BACC47CN3 18,000 for month
Rhodium Content: .003151 gr.
Adjustment: ($40.00 - $47.50) X .003151 X 18,000
= ($425.39)
ACCEPTANCE
This order is Buyer'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
the order. Seller's commencement or performance or acceptance of this order, in
any matter shall conclusively evidence agreement to this order unless such term
or condition is mutually agreed to by the parties in writing.
BOEING LIMITED
ATTACHMENT -- A
Suppliers: TRI-STAR ELECTRONICS INTERNATIONAL
PERIOD OF PERFORMANCE: 06/01/93 TO 05/31/98
NUMBER OF MONTHS: 60
------------------------------------- ----------------------
Vendor Boeing Contract
Part Number Part Number Price Each 1993-1998
------------------------------------- ----------------------
M39029-4-113 $0.1920
M39029-56-348 $0.0960
M39029-56-351 $0.1248
M39029-58-363 $0.0672
M39029-5-116 $0.1056
M39029-5-118 $0.2400
M39029-11-145 $0.0912
M39029-1-100 $0.1440
M39029-1-101 $0.0960
M39029-1-102 $0.1440
M39029-30-217 $0.2400
M39029-30-220 $1.4400
M39029-57-354 $0.0960
M39029-57-356 $0.2400
M39029-57-357 $0.1152
M39029-58-362 $0.0960
M39029-63-368 $0.0960
M39029-64-369 $0.0768
M39029-85-456 $4.8000
Page No. 2
BOEING LIMITED
ATTACHMENT -- A
Suppliers: TRI-STAR ELECTRONICS INTERNATIONAL
PERIOD OF PERFORMANCE: 06/01/93 TO 05/31/98
NUMBER OF MONTHS: 60
--------------------------------------- ------------------------
Vendor Boeing Contract
Part Number Part Number Price Each (1993-1998)
--------------------------------------- ------------------------
TRI-STAR INC.
118-2020-074 $0.1824
316-1616-634 $0.3840
316-1620-634 $0.3840
318-2020-252 $0.4320
BACC47CN1S $0.0960
BACC47CN3 $0.3072
BACC47CN3B $0.3648
BACC47CP1S $0.1152
BACC47CP2T $0.2880
BACC47CP2TB $0.3456
BACC47CP3T $0.4224
BACC47DE1 $0.1248
BACC47DE4 $0.1536
BACC47DE5 $0.1152
BACC47DE6 $0.1152
BACC47DE7 $0.1536
BACC47DE8 $0.1152
BACC47DJ2 $0.3360
BACC47DP1 $0.3360
BACC47DP2 $0.5760
BACC47DP3 $2.4000
BACC47DP4 $2.4000
BACC47DP5 $2.8800
BACC47DR1 $0.4320
BACC47DR1B $0.4320
BACC47DR3 $2.4000
BACC47DR4 $3.3600
BACC47DR5 $3.8400
BACC47EF1 $0.0864
BACC47EF2 $0.1344
BACC47EG1 $0.2112
BACC47EG2 $0.2112
BACC47ER1 $0.3168
M39029-32-248 $0.2400
M39029-4-110 $0.0672
M39029-4-111 $0.0768
Page No. 1
BOEING
CONCLUSION
Concurrence to the various points discussed in this letter of agreement is
attested to by the signatures of the Buyer and Seller below.
Tri-Star Electronics Boeing Commercial
International Airplane Group
/s/ John Schneph 7/8/93 /s/ Laura Robnett 6-28-93
- ------------------------------ ---------------------------
John Schneph Date L. L. Robnett Date
President Buyer
/s/ Dale Peterson 6-28-93
---------------------------
D. M. Peterson Date
Buyer Lead
/s/ Donald W. Torcaso 6/28/93
---------------------------
D. W. Torcaso Date
Manager, Electrical Stds.
BOEING COMMERCIAL AIRPLANE GROUP
PURCHASE ORDER TERMS AND CONDITIONS
1. ACCEPTANCE. This Order is Buyer'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 Order, whether or not such
term or condition will materially alter this Order, Seller's commencement
of performance, or acceptance of this Order, in any manner shall
conclusively evidence agreement to this Order, as written.
2. DEFINITIONS. Whenever used in this Order, (a) "Customer" means any
customer of Buyer, any subsequent owner, operator or user of the Goods, and
any other individual, partnership, corporation or person or entity which
has or acquires any interest in the Goods from, through or under Buyer; (b)
"FAR" means the United States Government Federal Acquisition Regulations;
(c) "Goods" means all of the goods, services, documents, data, software and
other information or items furnished or to be furnished to Buyer under this
Order; and (d) "Order" means this purchase order, including the provisions
on its face, these Purchase Order Terms and Conditions, and all of the
specifications, technical descriptions, statements of work, drawings,
designs, documents, and other requirements and provisions attached to,
incorporated into or otherwise made a part of this purchase order by Buyer.
3. SHIPMENT/DELIVERY. Shipments or deliveries, as specified in this Order,
shall be strictly in accordance with the specified quantities, without
shortage or excess; the specified schedules, neither ahead of nor behind
schedule; and the other requirements of this Order. Seller shall promptly
notify Buyer in writing of any anticipated or actual delay, the reasons
therefor, and the actions being taken by Seller to overcome or minimize the
delay. If requested by Buyer, Seller shall, at Seller's expense, ship
Goods via air or other fast mode of transportation to avoid or minimize the
delay to the maximum extent possible.
4. PACKING AND SHIPPING. Seller shall prepare and pack the Goods to prevent
damage and deterioration, and shall comply with carrier tariffs. Charges
for preparation, packing, crating and cartage are included in the price
unless separately specified in the Order. Goods sale F.O.B. place of ship
shall be forwarded collect. Seller shall make no declaration concerning
value of Goods shipped, except for Goods on which tariff rating is
dependent upon released or declared value, in which event Seller, shall
release or declare such value at maximum value within the lowest rating.
5. INVOICE AND PAYMENT. Seller shall issue a separate invoice for each
delivery and shall not issue any invoice prior to the Order schedule date
or actual delivery date, whichever is later. Payment will be made after
receipt of Goods and current invoice. Unless freight or other charges are
itemized, any discount may be taken on the full amount of invoice. Payment
due date, including discount periods, shall be computed from the date of
receipt of Goods or correct invoice (whichever is later) to the date
Buyer's check is mailed or otherwise tendered. Seller shall promptly relay
to Buyer any amounts paid in excess of amounts due Seller.
6. EXAMINATION OF RECORDS. Seller shall maintain complete and accurate
records showing the sales volume of all Goods. Such records shall support
all services performed, allowances [illegible] and costs incurred by Seller
in the performance of the Order, including but not limited to those
[illegible]. Such records and other date shall be capable of verification
through audit and analysis by Buyer and shall be available to Buyer at
Seller's [illegible] for Buyer's examination and audit at all reasonable
times from the date of the Order until three (3) years after
that payment under the Order. Seller shall provide assistance to
interpret such data if required by Buyer. Such examination shall provide
Buyer with complete information regarding seller's performance [illegible]
once re[illegible]tions with Seller relating to existing or future orders
for Goods [illegible] out [illegible] to negotiation of accurate
adjustments pursuant to Clause 11, "CHANGES," and Clause 12, "TERMINATION
FOR CONVENIENCE." Buyer shall treat such information as confidential.
7. INSPECTION. Buyer's acceptance of Goods shall be subject to Buyer's final
inspection within a reasonable time after receipt at destination,
notwithstanding any payment or prior test or inspection in addition. Buyer
and the Federal Aviation Administration [illegible] government agency)
may inspect and evaluate Seller's ([illegible], including but not limited
to facilities, systems, equipment, testing, data, personnel and all
work-in-progress and completed goods manufactured for installation on
Buyer's [illegible]. No inspection, test or other approval or
acceptance, and no delay or failure
inspect, test or give prior approval or acceptance, or failure to
discover any defect or other noncompliance, shall relieve Seller of any
of its obligations nor impair any rights or remedies of Buyer or
Customers.
8. REJECTION. Buyer [illegible] reject or revoke acceptance [illegible]
"rejection" [illegible] of any or all Goods, including any tender
thereof, which are not strictly in conformance with all of the
requirements of this Order, and shall notify seller of such rejection by
notice, rejection tag or other communication. At Seller's risk and
expense, all such goods will be returned to Seller for immediate Seller
repair, replacement or other correction and recovery to Buyer, provided,
however, that with respect to any or all such Goods, at Buyer's election
and at Seller's risk and expense. Buyer may: (a) hold, retain or return
such Goods, without permitting any repair, replacement or other
correction by Seller; (b) hold or retain such Goods for repair by Seller
or, at Buyer's election, for repair by Buyer with such assistance from
Seller as Buyer may require; (c) hold such Goods until Seller has
delivered conforming replacements for such Goods; (d) hold such Goods
until conforming replacements are obtained from a third party; or (e)
return such Goods with instructions to Seller as to whether the Goods
shall be repaired or replaced and as to the manner of redelivery. All
repair, replacement and other correction and redelivery shall be
completed within such time as Buyer may require. All costs and expenses
and loss of value incurred as a result of or in connection with
noncomformance and repair, replacement or other correction may be
recovered from seller by equitable price reduction, setoff or credit
against any amounts which may be owed to Seller under this Order or
otherwise.
9. WARRANTIES. Seller warrants to Buyer and Customers that Goods shall: (a)
conform in all respects to all of the requirements of this Order; (b) be
free from all defects in materials and workmanship; and (c) to the extent
not manufactured pursuant to detailed designs furnished by Buyer, be free
from all defects in design and be fit for the intended purposes.
10. INDEMNITY/INFRINGEMENT. Seller shall indemnify, defend, and save Buyer and
Customers harmless from all claims, suits, actions, awards (including but
not limited to awards based on intentional infringement of patents known to
Seller at the time of such infringement and those exceeding actual damages
and/or including attorneys' fees), liabilities, damages, costs and
attorneys' fees related to the actual or alleged infringement of any United
States or foreign intellectual property right (including but not limited to
any right in a patent, copyright, industrial design or semiconductor mask
work, or based on misappropriation or wrongful use of information or
documents) and arising out of the manufacture, sale or use of Goods by
Buyer or Customers. Buyer and/or Customers shall a duly notify Seller of
any such claim, suit or action on behalf of Buyer and/or Customers. Seller
shall have no obligation under this clause with regard to any infringement
arising from: (a) Seller's compliance with formal specifications issued by
Buyer where infringement could not be avoided in complying with such
specifications or (b) use or sale of Goods in combination with other items
when such infringement would not have occurred from the use or sale of
those Goods solely for the purpose for which they were designed or sold by
Seller. For purposes of this Clause 10 only, the term Customer shall not
include the U.S. Government and the term Buyer shall include The Boeing
Company (Boeing) and all Boeing subsidiaries and all officers, agents, and
employees of Boeing or any Boeing subsidiary.
11. CHANGES. Buyer's Material Representative may from time to time direct
changes in writing within the general scope of this Order in any one or
more of the following: (a) technical requirements and descriptions,
specifications, statements of work, drawings or designs: (b) shipment or
packing methods; (c) place of delivery, inspection or acceptance; (d)
reasonable adjustments in quantities or delivery specifics or [illegible]
other amount at Buyer furnished property. Seller shall comply [illegible]
with such direction and avoid unnecessary costs related thereto, if any such
change causes an increase or decrease in the cost or the time required for
[illegible] of this Order, an equitable adjustment in the [illegible]
and schedules of this Order shall be made to reflect such increase or
decrease, and this Order shall be modified in writing accordingly. Unless
otherwise agreed in writing, any Seller [illegible] adjustment must be
delivered to Buyer in writing within thirty (30) days after Seller's
receipt of such [illegible]. Seller shall make available for Buyer's
examination relevant books and records to verify Seller's claim for
adjustment. Failure of Buyer and Seller to agree upon any adjustments
shall not excuse Seller from [illegible]in accordance with such
direction. If Seller considers the conduct of any of Buyer's employees
to have constituted a change hereunder, Seller shall notify Buyer
immediately in writing as to the nature of such conduct and its effect
upon Seller's conformance. [illegible]direction from Buyer's
Material Representative, Seller shall take no action to implement
[illegible] such change.
12. TERMINATION FOR CONVENIENCE. Buyer may terminate this Order in writing or
from time to time in [illegible], effective as of the date specified by
Buyer, in accordance with the provisions of FAR 52.259-2 (APR 1984, without
Alternates [illegible] provisions are incorporated herein by reference.
In FAR 52.259-2, "Government and Contracting
Officer" shall mean Buyer: "Contractor" shall mean Seller and "this
Contract" and "the Contract" shall mean this Order. All references to
one (1)-year in [illegible] clause are changed to the six (6) months,
and all references in [illegible] clause are deleted.
13. CANCELLATION FOR DEFAULT. Buyer may cancel this Order in [illegible]
[illegible] to time in part, effective as of the date specified by Buyer in
accordance with provisions at FAR 52.249-8 (APR 1984: without Alternates),
which provisions are incorporated herein by treference, in the event of any
Seller default or in the event of Seller's suspension of business,
insolvency, reorganization or arrangement or liquidation proceedings,
assignment for the benefit of creditors or seller's trusteee in bankruptcy
or Seller as debtor in possession not assuming this Order pursuant to a
Federal Bankruptcy Court's approval within sixty (60) days after the
bankruptcy petition was filed, or appointment of a receiver for Seller's
property. In FAR 52.249-8, "Government" and "Contracting Officer," shall
mean Buyer except in paragraph (c). "Contractor" shall mean Seller. "this
Contract" and "the Contract" shall mean this Order, and all references to a
"disputes" clause are deleted. If Buyer and Seller fail to agree on the
amount to be paid for manufacturing materials referred to in paragraph (e)
of FAR 52.249-8, the amount shall be the reasonable value thereof but shall
not exceed that portion of the price of this Order which is reasonably
allocable to such materials.
14. RESPONSIBILITY FOR PERFORMANCE. Buyer's issuance of this Order is based in
part on Buyer's reliance on Seller's ability, expertise and awareness of
the intended use of Goods, and Seller's continuing compliance with all
applicable laws and regulations during the performance of this Order.
Further, Seller shall not, by contract, operation of law, or otherwise,
assign any of its rights or interest in this Order (including but not
limited to any right to monies due or to become due), delegate any of its
duties or obligations under this Order, or subcontract all or substantially
all of its performance of this Order to one or more third parties, without
Buyer's prior written consent. No assignment, delegation or subcontracting
by Seller with or without Buyer's consent shall relieve Seller of any of
its obligations under this Order. Buyer may unilaterally assign any rights
or title to property under this Order to any wholly owned subsidiary of The
Boeing Company. Seller shall have a continuing obligation to promptly
notify Buyer of any violation of or deviation from Seller's approved
inspection/quality control system and to advise Buyer of the quantity and
specific identity of any Goods delivered to Buyer during the period of any
such violation or deviation.
15. PUBLICITY. Seller shall not, and shall not require that its subcontractors
and suppliers (of any [illegible] shall not cause or permit to be released
any publicity, advertisement, news release, public announcement or denial or
confirmation of same, in whatever form, regarding any aspect of this Order
or the Goods or program to which they pertain without Buyer's prior written
approval.
16. COMPLIANCE WITH LAWS. Seller shall be responsible for complying with all
laws, including, but not limited to, any statute rule, regulation, judgment
decree, order or permit [illegible] to its performance under this Order.
Seller further agrees (1) to notify Buyer of any obligation under this Order
which is prohibited under any applicable environmental law, at the earliest
[illegible] but in all events sufficiently in advance of Seller's
performance of such obligation so as to enable the identification of
alternative methods of performance, and (2) to notify Buyer at the earliest
possible opportunity of any aspect of its performance which becomes subject
to additional environmental regulation or which Seller reasonably believes
will become subject to additional environmental regulation during
performance of this Order.
17. RESPONSIBILITY FOR PROPERTY. Unless otherwise specified, upon delivery to
Seller or manufacture or acquisition by Seller of any materials, parts,
tooling, data or other [illegible] title to which is in Buyer, Seller
assumes the risk of and shall be responsible for any loss thereof or
damage thereto. In accordance with the provisions of this Order, but in
any event, [illegible] Seller shall return such [illegible] Buyer in the
condition in which it was received except for reasonable wear and tear
[illegible] except for such Property as has been reasonably consumed in the
performance of this Order.
18. CONFIDENTIAL, PROPRIETARY, AND/OR TRADE SECRET INFORMATION AND ITEMS.
Buyer and Seller shall each [illegible] and protect form disclosure all
(a)commercial, proprietary, and/or trade secret information; (b) tangible
items containing [illegible]. Buyer and Seller shall each use Proprietary
Materials of the other only in the performance of and for the purpose of
this Order. Provided however, that despite any other obligations or
restrictions imposed by this Clause 18, buyer shall, whenever [illegible].
Upon
Buyer's request at any time, and in any event upon the completion,
termination or cancellation of this Order, Seller shall return all of
Buyer's Proprietary Materials, and all materials derived from Buyer's
Proprietary Materials, to Buyer unless specifically directed otherwise in
writing by Buyer. Seller shall not, without the prior written
authorization of Buyer, sell or otherwise dispose of (as scrap or
otherwise) any materials containing, conveying, [illegible] or made in
accordance with or by reference to any Proprietary Materials of Buyer.
Prior to disposing of such materials as scrap, Seller shall render the
materials unusable. Buyer shall have the right to audit Seller's
compliance with this Clause 18. Seller may disclose Proprietary
Materials of Buyer to its subcontractors as required for the performance
of this Order, provided that each such subcontractor first assumes, by
written agreement, the same obligations imposed on Seller under this
Clause 18 relating to such Proprietary Materials; and Seller shall be
liable to Buyer for any breach of such obligation by such subcontractor.
The provisions of this Clause 18 shall survive the performance,
completion, termination or cancellation of this Order. This Clause 18
supersedes and replaces any and all prior agreements or understandings
over confidential, proprietary, and/or trade secret information, or
tangible items containing, conveying or embodying such information,
related to any Goods, regardless of whether disclosed to the receiving
party before or after the effective date of these Purchase Order Terms
and Conditions.
19. INTEGRITY IN PROCUREMENT: Buyer's policy is to maintain high standards of
integrity in procurement. Buyer's employees must ensure that no favorable
treatment compromises their impartiality in the procurement process.
Accordingly, Buyer's employees must strictly refrain from soliciting or
accepting any payment, gift, favor, or thing of value which could
improperly influence their judgment which respect to either issuing a
purchase order or administering this Order. Consistent with this policy,
Seller agrees not to provide or offer any employee of Buyer any payment,
gift, favor or thing of value for the purpose of improperly obtaining or
rewarding favorable treatment in connection with any purchase order of this
Order. Seller shall conduct its own procurement practices, and shall
ensure that its suppliers conduct their procurement practices, consistent
with these standards. If Seller has reasonable grounds to believe that
this policy may have been violated, Seller shall immediately report such
possible violation to the appropriate Director of Material or Division
Chief Counsel of Buyer.
20. NONWAIVER AND PARTIAL INVALIDITY. Any and all failure, delay or
forbearance of Buyer in insisting upon or enforcing at any time any of the
provisions of this Order, or in exercising any rights or remedies under
this Order, shall not construed as a waiver or relinquishment of any such
provisions, rights or remedies in these or any other instances: rather, the
same shall be and remain in full force and effect. Further, if any
provision of this Order is or becomes void or unenforceable by law, the
remainder shall be valid an enforceable.
21. GOVERNMENT REQUIREMENTS. Within Seller's invoice or other them
satisfactory to Buyer, Seller shall certify that Goods covered by this
Order were procured in compliance with Sections 6, 7 and 12 of the Fair
Labor Standards Act, as amended, and the regulations and orders of the U.S.
Department of Labor issued thereunder. Paragraph (b) of the Equal
Opportunity clause set forth in FAR [illegible]. FAR [illegible].
Affirmative Action for Handicapped Workers are incorporated herein by
reference, except that "Contractor" shall mean Seller in such FAR clauses.
The appearance of a U.S. Government agency prime contract number on the
face of this Order incorporates into this Order, without further notice or
action. Boeing Form 01 4100 4050, entitled "Additional Terms and
Conditions - Government Contracts."
22. GOVERNING LAW. This Order and the performance thereof shall be governed by
the law of the State of Washington, U.S.A., exclusive of the choice of law
rules thereof.
23. ENTIRE AGREEMENT. This Order sets forth the entire agreement, and
supersedes any and all other agreements, understandings and communications
between Buyer and Seller related to the subject matter of this Order. No
amendment or modification of this Order shall be binding upon Buyer unless
set forth in a written instrument signed by Buyer's Material Representative.
The rights and remedies afforded to Buyer or Customers pursuant to any
provision of this Order are in addition to any other rights and remedies
afforded by any other provisions of this Order, by law or otherwise.