Purchase Order Terms and Conditions

1. ACCEPTANCE

1.1       This Purchase Order (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, acceptance of this Order in any manner, or failure to object in writing to any terms and conditions of this Order within a ten (10) day period after receipt shall conclusively evidence agreement to this Order as written.

2. SUPPLY OF GOODS AND/OR SERVICES

2.1         In consideration of payment of the Price by General Electrodynamics Corporation, hereinafter known as the “Buyer”, _________________, hereinafter known as the “Seller”, must supply to the Buyer the Goods and/or perform the Services in accordance with the Purchase Order (which includes these Purchase Order Terms and Conditions).
2.2         To the extent the Seller's terms and conditions are supplied with the Goods or Services (including as printed on consignment notes or other documents), those terms and conditions will be of no legal effect and will not constitute part of this Purchase Order (even if any of representative of the Buyer signs those terms and conditions or annexes the terms and conditions to this Purchase Order).
2.3         Where this Purchase Order relates to Goods and/or Services which are the subject of a contract between the Seller and the Buyer, the terms of that contract apply to the extent of any inconsistency with these Purchase Order Terms and Conditions.
2.4        The Seller must, in supplying the Goods or performing the Services:
a) Not interfere with the Buyer's activities or the activities of any other person at the Delivery Address;
b) Be aware of and comply with and ensure that the Seller's employees, agents and contractors are aware of and comply with:

• • All applicable Laws;
  • All Site Standards and Procedures, to the extent that they are applicable to the supply of the Goods or the performance of the Services by the Seller; and

(iii) All lawful directions and orders given by the Buyer's representative or any person authorized by Law to give directions to the Seller;
c) Ensure that the Seller's employees, agents and contractors entering the Buyer's premises perform in a safe manner and are properly qualified for, and are skilled in, the performance of their tasks and are of such character as not to impede or jeopardize:
(i)    Safe working practices;
(ii)   Safety and care of property; and
(iii)  Continuity of work;
d) Provide all such information and assistance as the Buyer reasonably requires in connection with any statutory requirements or any investigation in connection with the supply of the Goods or the performance of the Services;
e) On request by the Buyer, provide to the Buyer and its employees, agents and consultants any information and assistance required to identify, evaluate, implement and report on any matter required by Law, including:
(i)    Producing written reports;
(ii)   Recommending efficiency opportunities;
(iii) Collecting data; and
(iv)  Monitoring or metering, in respect of anything used, produced or created in connection with the performance of the Seller’s obligations under this Contract.

3. SHIPMENT/DELIVERY

3.1         Time is of the essence.
3.2         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 nor behind schedule; and the other requirements of this Order. Seller agrees to comply with Buyer’s shipping instructions; to mark each container so as to identify its contents to include therein packing sheets listing the contents; to show Buyer’s Order number and plant location on all invoices, packing sheets, delivery tickets, shipping orders and bills of lading; and to prepare and pack the Goods to prevent damage and deterioration in transit or in storage and comply with carrier tariffs.
3.3         Unless otherwise specified, the price set forth in this Order shall include all charges for packing and crating and for cartage to the FOB point.  Goods sold FOB place of shipment shall be forwarded collect.
3.4         Seller will be notified if/when airfreight is necessary if Seller is behind schedule. Premium freight is to be prepaid at Seller’s expense.
3.5         Seller shall promptly notify Buyer in writing of any anticipated or actual delay, the reasons therefore, and the actions being taken by the Seller to overcome or minimize the delay. If requested by Buyer, Seller shall, at Seller’s expense, ship via air or other fast transportation to avoid or minimize the delay to the maximum extent possible.
3.6         Hazardous materials must be packaged/shipped in accordance with government carrier regulations.  In the event that Seller ships ESDS devices to Buyer, the Seller shall follow the proper ESDS packaging and transportation requirements in accordance with the guidelines set forth in JEDEC Publication No. 108-A.
3.7         Buyer may cancel any undelivered portion of this Order if deliveries are not made on the dates and in the quantities specified.  Seller shall be excused for delays in deliveries arising from causes outside his control and without his fault or negligence including, but not limited to, fire, explosion, flood, war, acts of God, acts of the government in its sovereign capacity and strikes.  Buyer shall be excused from his obligation to accept deliveries for like causes.  The curing of such disabilities shall be prosecuted with due diligence by the affected party.  Delays in the making or accepting of deliveries shall be excusable only to the extent directly attributable to the causes enumerated in this Paragraph 3.7.

4. Transport Documents

4.1         All parts must be clearly identified, including the country of origin (where parts are manufactured).  The parts must match the Order.  Also, all of the paperwork, such as:  the invoice, packing slip, shipping documents, and correspondence must include: the Order number, Item number, part number, quantity, and description, along with the shipping memo number and RNC (Report of Non-Conformance Number), should it apply.  Seller shall provide a Certificate of Conformance (C of C) stating that the Goods and/or services meet all requirements.  One copy of the C of C must be supplied inside the packaging of each shipment.  The responsible Quality delegate shall sign the C of C.  The applicable drawing revision level for each shipment of Goods to Buyer is required to be specified on the associated Certificate of Conformance provided with the shipment.  Seller may not be paid for shipments that do not contain the appropriate signed Certificate of Conformance.  Two (2) copies, one (1) inside the container and one (1) outside the container, of the Canada and/or United States Customs invoice must accompany all Goods shipped to Buyer, as applicable, with the mention of the Order and the part numbers, the exact description of the Goods, Harmonized Tariff Schedule number of the United States (HTS US) for purposes of clearing Customs, bill of lading, declared value, quantity shipped, country of origin, Export Control Classification Number (ECCN Number), shipping memo number and report of Non-Conformance (RNC) Number.  Actual freight charges and services related to shipment shall be listed separately and deducted from the declared value, if so included.  The amount of non-recurring costs corresponding to the Goods invoiced which Buyer has paid, or will pay, in addition to the recurring costs of the Goods, as well as any tooling and/or assistance of whatever nature including, but not limited to, on site assistance, training, packaging and return transportation, reusable containers, provided by Buyer to Seller, shall be included on the invoice as part of the declared value of the Goods.  Goods repaired outside the United States must include the value of the Good as indicated on the Export paperwork provided by Buyer as well as the repair cost for Customs purposes, regardless of whether covered under warranty.  In addition to the Sellers commercial invoice, supplementary documentation is required in connection with duty-free entries of imported articles exported and re-imported.  Supplementary documentation includes:  proof of export (Buyer’s commercial invoice or air waybill), repair declaration, importer declaration, and CBP4455, Certificate of Registration (optional).  Seller shall provide a current Material Safety Data Sheet (“MSDS”) with the initial shipment, annually thereafter, and any time there is a revision to the MSDS for any Good or product, material, or item that is subject to the OSHA Hazardous Communications Requirements for MSDS.4.2         Right of access by our organization, our customer and regulatory authorities to the
applicable areas of all facilities, at any level of the supply chain, involved in the order and to all
applicable records.
4.3         The Buyer reserves the right of final approval of product, procedures, processes and equipment.
4.4         The Buyer reserves the right to review and approve the Seller’s Quality Management System.  Standard QMS requirements include:

1. Sellers providing special processing must maintain a system for validating processes.
2. Customer directed sources must operate in accordance with approved specifications and standards as dictated and controlled by the customer in question.
3. Suppliers initially approved for use via Certification (ISO, AS9100, ISO 17025, AS9120, etc) must notify our organization of any changes to that certification.

5. TIME FOR PERFORMANCE

5.1         The Seller must perform the Services on the date specified in the Purchase Order.
5.2         Buyer’s issuance of this Order is based in part on Buyer’s reliance upon Seller’s ability, expertise and awareness of the intended use of the 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, or 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.

5.3         No assignment, delegation or subcontracting by Seller with or without Buyer’s consent shall relieve Seller of any of its obligations under this Order.

6. TITLE AND RISK

6.1         Title in the Goods passes to the Buyer upon terms specified in the Purchase Order.
6.2         Risk of loss or damage to the Goods passes to the Buyer when the Goods are delivered to the Delivery Address.

7. PRICE

7.1         The Buyer must pay the Seller the Price for the Goods and/or Services.
7.2         The Price is inclusive of all costs incurred by the Seller in the supply of the Goods
and/or performance of the Services including all charges for packing, insurance and delivery of
the goods and the cost of any items used or supplied in the performance of the Services.
7.3         The Price is inclusive of all taxes and duties, except as stated on the Order.

8. INVOICING and PAYMENT

8.1         Upon delivery of the Goods and/or completion of the Services, the Seller must provide to the Buyer:
1. If the Seller has entered into an Recipient Created Tax Invoice (“RCTI”) Agreement with the Buyer, a Seller Reference Document/Contractor Reference Document; or
2.   b)   A valid tax invoice.
8.2         The Buyer will, as soon as practicable after approval of the Seller Reference Document/Contractor Reference Document by the Buyer, generate a Recipient Created TaxInvoice.
8.3        A Seller Reference Document and any invoice must include the following details:
a. A reference to this Purchase Order and the relevant Contract (if any) including the line item numbers on the Purchase Order and the Contract number;
b. A detailed description of the delivered Goods or performed Services, including the date of delivery and/or period of Services in respect of which the Seller Reference Document/Contractor Reference Document or invoice relates and the relevant quantity;
c. An individual reference number for the Buyer to quote with remittance of payment;

d. The Price relating to the Goods and/or Services, broken down to reflect the same Price components on the Purchase Order;
e. The amount of any applicable federal tax;
f. Buyer operation and Site; and
g. Buyer contact name.
8.4         If the Buyer requests, the Seller must provide the Buyer with all relevant records to calculate and verify the amount set out in any Seller Reference Document/Contractor Reference Document.
8.5         The Buyer is not obliged to approve a Seller Reference Document/Contractor Reference Document or any invoice submitted in connection therewith and may withhold approval and/or money due to the Seller under this Contract if the Goods or Services (or any part of them) are Defective.
8.6         The Buyer will pay all Recipient Created Tax Invoices within 30 days of their generation or receipt (as the case may be), except where the Buyer disputes the Seller Reference Document/Contractor Reference Document or invoice, in which case:
a) The Buyer may withhold payment pending resolution of the dispute; and
b) If the resolution of the dispute determines that the Buyer must pay an amount to the Seller, the Buyer must pay that amount upon resolution of that dispute.
8.7         The Buyer may reduce any payment due to the Seller under this Contract by any amount which the Seller must pay the Buyer, including costs, charges, damages and expenses and any debts owed by the Seller to the Buyer on any account whatsoever. This does not limit the Buyer's right to recover those amounts in other ways.
8.8         Seller shall issue a separate invoice for each delivery and shall not issue any invoice prior to the Order schedule date or the actual delivery date, whichever is later.  In addition to the Purchase Order number and part number, the invoice should also include the packing slip number.  Payment will be made after receipt of Goods and correct invoice.  Unless freight or other charges are itemized, any discount may be taken on full amount of invoice.  Payment due date, including discount periods, will be computed from date of receipt of Goods or correct invoice, whichever is later, to the date Buyers check is mailed or otherwise tendered.  Seller shall promptly repay to Buyer any amounts paid in excess of amounts due Seller.  Invoices which do not conform will be returned.  In the event of a conflict between the invoice and the Order, the Order will take precedence.
8.9         The Seller is required to retain all records associated with the purchase order for 7 (seven) years or as required by contract.

8.9.1       Seller shall provide a proper Bill of Lading signed by Carrier, or any other legally applicable documents providing title to the goods to Buyer upon delivery, fully protecting all parties in case of damages in transit.  All cost incurred due to improper packing will be paid by Seller.
8.9.2       Certification of Materials and/or process performed must accompany materials/parts received.  Invoice will be aged for payment based on date Certification(s) is received.

9. QUALITY/INSPECTION

9.1         The Goods and/or Services must match the description referred to in the Purchase Order.
9.2         If the Seller gave the Buyer a sample of the Goods or a demonstration of the Services, the Goods and/or Services must be of the same nature and quality as the sample or demonstration given.
9.3         The Goods and/or Services must be fit for the purpose for which goods and/or services of the same kind are commonly supplied or bought and for any other purpose the Buyer specifies.
9.4         The Goods must be of merchantable quality and, unless otherwise specified in the Purchase Order, must be new.
9.5         Buyer’s acceptance of Goods, except goods inspected and accepted by the Government at Source (Buyer’s physical location) for direct shipment to the Government, 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, except as to suppliers of basic raw materials, such as sheet, plate, extrusion, bar, tubing, castings and forgings and other raw materials not fabricated into an end item, Buyer and the Federal Aviation Administration (if non-domestic, equivalent government agency) may inspect and evaluate Seller’s plant, including but not limited to facilities, systems, equipment, testing, data, personnel and all work-in-process and completed Goods manufactured for GEC.  No inspection, test or prior approval or acceptance, and no delay or failure to inspect, test or give prior approval or acceptance, or failure to discover any defect or other non-compliance, shall relieve Seller of any of its obligations nor impair any rights or remedies of Buyer or Customers.  Buyer’s acceptance shall be revocable and not conclusive regarding latent defects, fraud or such gross mistakes as amount to fraud.  Seller shall comply with the GEC Quality Assurance General Requirements for suppliers set forth in the latest issue of the GEC Quality Assurance Manual which Seller acknowledges having received and understood.  Such latest issue may be consulted by Seller via GEC’s website.  No changes may be made to Buyer approved design without Buyer’s approval in accordance with the GEC Quality Assurance Manual.  Any Goods incorporating any changes from Buyer’s approved design which are received from Seller for use on an aircraft and which have not received explicit written approval by Buyer for said change prior to shipment of the Goods, shall be subject to rejection by Buyer at any time.
9.6         All special processes required by this PO must be performed by qualified personnel.
9.7         Seller must notify Buyer of any changes in their process upon delivery and acceptance of goods.
9.8         The Seller shall maintain the proper identification and revision status of specifications, drawings, process requirements, inspection/verification instructions and other relevant technical data.
9.9         Buyer reserves the right to approve or specify any designs, tests, inspection plans, verifications, use of statistical techniques for product acceptance, and any applicable critical items including key characteristics.
9.9.1       Buyer reserves the right to designate requirements for test specimens for design approval, inspection/verification, investigation or auditing.
9.9.2       General Electrodynamics Corp. and our customers reserve the right of entry into our Seller’s facility during the performance of the contract/purchase order to perform inspections/audits relating to the contract/purchase order.
9.9.3       Seller shall maintain a Foreign Object Debris/Damage (FOD) prevention program. Seller’s FOD     prevention program shall include the review of design and manufacturing processes to identify and eliminate foreign object entrapment areas and paths through which foreign objects can migrate. Seller shall ensure work is accomplished in a manner preventing foreign objects or material in deliverable items. Seller shall maintain work areas and control tools, parts and materials in a manner sufficient to preclude the risk of FOD incidents. Seller shall document and investigate each FOD incident and ensure elimination of the root cause of each such incident. Whenever and/or wherever FOD entrapment or foreign objects can migrate, Seller’s FOD prevention program shall include Seller’s periodic self assessment of its internal
FOD prevention practices, including each respective subcontractor’s FOD prevention program at every tier to measure effectiveness of program compliance to requirements. Seller’s FOD prevention program shall provide initial and periodic FOD training to Seller’s employees.  At Buyer’s request, Seller shall provide records of such self assessments and training to Buyer.  By delivering items to Buyer, Seller shall be deemed to have certified to Buyer that such items are free from any foreign materials that could result in FOD.
9.9.4       First Article Inspection (FAI) is required for all items except those that are (a) standard catalog items (ref. AS9102 Standard Catalog Hardware and FAR 2.101 Commercial Item definitions), (b) raw material, or (c) covered by a military/industry standard/specification. FAI is required to be performed on an item from the initial production lot provided by the Seller.  The Seller shall not perform FAI using prototype items or items manufactured using methods different from those intended for the normal production process. The Seller shall record, whenever possible the variable measurements, of all characteristics including applicable drawing notes on the First Article Inspection Report (FAIR). A representative of the Seller’s Quality Assurance Department shall sign and date the report. The Seller shall forward the FAIR along with applicable material or test data/certifications (e.g., painting, plating, composition, x-ray, Group A/functional testing etc.) with the lot.

10. WARRANTY PERIOD

10.1       If, during the Warranty Period, any of the Goods or Services are found to be Defective, the Buyer may:
a) Return the Defective Goods to the Seller;
b) Reject the Defective Services;
c) Repair or make good the Defective Goods; or
d) Re-perform or make good the Defective Services.
10.2       The Seller must:
a) Repair or replace the Defective Goods;
b) Re-perform or make good the Defective Services; or
c) Reimburse the Buyer for any expenses incurred in repairing, re-performing or making good(as the case may be) any Defective Goods or Services, at the Seller's cost, if requested to do so by the Buyer.
10.3      In the regular course of its business, Buyer may reject, refuse acceptance or revoke acceptance (“rejection” herein) of any and all of the Goods or any tender thereof which are not strictly in conformance with all of the requirements of this Order, and by notice, rejection tag or other communication, notify Seller of such rejection.  At Sellers risk and expense, all such Goods will be returned to Seller for immediate Seller repair, replacement and other correction and redelivery to the 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 such Goods, without permitting any repair, replacement or other correction by Seller; (b) hold 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.
10.4      All repair, replacement, and other correction and redelivery shall be completed withinsuch time as Buyer may require.  All costs and expenses and loss of value incurred as a result of or in connection with non-conformance and repair, replacement or other correction may be recovered by Buyer from Seller by equitable price reduction, set off or credit against any amounts which may be owed to Seller under this Order or otherwise.
10.5      Seller warrants to Buyer and its Customers that the Goods shall (a) conform in all respects to 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 fit for the intended purposes.
In addition, Seller further warrants that all date and time sensitive systems contained in any Goods delivered shall, at all times, be designed and manufactured to accurately process all date, and time specific information continuously and without interruption.
10.6      Seller is required to supply product that has a remaining shelf life of at least 75% of original life as of the date of shipment.

11. Non-waiver and Partial Invalidity

Any and all failure, delay or forbearance of Buyer in insisting upon or enforcing at any time or times  any of the provisions of the Order, or to exercise any rights or remedies under this Order, shall not be construed as a waiver or relinquishment or any such provisions, rights or remedies in those 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 and enforceable.

12. Infringement

12.1       Seller shall defend Buyer and its Customers from and against all claims and proceedings alleging infringement of any patent, copyright or any other intellectual property right or misappropriation or wrongful use of any proprietary or confidential information of another arising from the use of the Goods and Seller shall hold them harmless from any resulting losses, liabilities, damages, costs and expenses.
12.2       Seller shall be notified of such claims or proceedings with reasonable promptness.
12.3       Seller’s obligations under this Paragraph shall not apply to the extent any Goods are manufactured pursuant to detailed designs by Buyer or to any infringements arising from the use or sale of Goods in combination with items not furnished by Seller if such infringement would not have occurred from the use or sale of such Goods solely for the purpose for which they were designed or delivered to Buyer.
12.4       Seller’s obligation under this section shall extend to the U.S. Government only if and to the extent Buyer is obligated or liable to the U.S. Government.

13. Changes

13.1       Buyer may from time to time in writing direct changes 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 schedules or both; and (e) amount of Buyer furnished property.  Seller shall comply immediately with such direction, and avoid unnecessary costs related thereto.  If any such change causes an increase or decrease in the cost of or the time required for performance of this Order, an equitable adjustment in the prices 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 claim for adjustment must be delivered to Buyer in writing within 21 days after Seller’s receipt of such direction.  Seller shall make available for Buyer examination relevant books and records to verify Seller’s claim for adjustment.  Failure of Buyer and Seller to agree upon any adjustment shall not excuse Seller from performing in accordance with such direction.  Seller shall notify GEC at least one (1) year in advance in the event the Goods, Components, or Spare Parts become obsolete or superseded.  If Seller considers that the conduct of any of Buyer’s employees has constituted a change hereunder, Seller shall notify Buyer immediately in writing as to the nature of such conduct and its effect upon Seller’s performance.  Pending direction from Buyer, Seller shall take no action to implement any such change.
13.2       The Seller is required to:
1. a) Notify our organization of nonconforming product.
2. b) Obtain our organizational approval for nonconforming product disposition.
3. c) Notify our organization of changes in product and/or process, changes of suppliers, and changes of manufacturing facility locations.
4. d) Flow down to the supply chain the applicable requirements including customer requirements.
13.3       Buyer reserves the right to change/add/modify any information contained herein at its sole discretion and without prior notification.

14. Confidential or Proprietary Information and Property

14.1       Seller shall keep confidential and otherwise protect from disclosure all information and property obtained from Buyer in connection with this Order and identified as confidential or proprietary.  Unless otherwise expressly authorized herein or by Buyer, Seller shall use such information and property, and the features thereof, only in the performance and for the purpose of this Order.  Upon Buyer’s request, and in any event upon the completion, termination or cancellation of this Order, Seller shall return all such information and property to Buyer or make such other disposition thereof as is directed by Buyer.  Seller shall not sell or dispose of as scrap or otherwise any completed or partially completed or defective proprietary property before receiving written authorization from Buyer and before rendering such property unsuitable for use.  In all lower tier subcontracts and purchase orders issued by Seller and involving subcontractor receipt of such information or property, Seller shall provide to Buyer the same rights and protections as contained in this Paragraph.  Any and all of the Seller’s officers, employees or agents who require unescorted access within Buyer’s secured perimeter, must submit to and successfully pass a Security/Background check prior to being granted unescorted access.  The Seller will be responsible for collecting, verifying and maintaining the background information on its employees.  The Seller shall also be responsible to ensure its employees are aware of their contribution to product or service conformity; product safety and the importance of ethical behavior as stated per clause AS9100D 8.4.3 (m). The Security/Background check procedures will be provided by Buyer as applicable and/or upon request.  Seller shall sign a non- disclosure agreement with Buyer within thirty (30) days of Buyer’s request.  Buyer shall have title to any portion of the work prepared and developed by Seller, either alone or jointly with Buyer, which Buyer has paid for under this Order.

15. Governing Law

15.1       This Order and the performance thereof shall be governed by the laws of the State ofTexas, USA, and any action or proceedings arising out of, or in connection with this Order shall be subject to exclusive jurisdiction of the appropriate courts within the State of Texas, USA.
15.2       As applicable, the Seller shall comply with the DPAS priority ratings, imposed by the Federal Government, referenced on the purchase order.  DPAS Ratings: (DX) Highest national defense urgency. (DO) Critical to national defense. (http://www.dcma.mil/DPAS)
15.3       Export/Import/ITAR Compliance – Warning:  Information furnished to seller under this purchase contract may contain data subject to U.S. Export Laws and Regulations.  Seller is advised that such data may not be exported or re-exported to foreign persons, employed by or associated with, or under contract to seller or seller’s lower-tier suppliers, without the priorwritten consent of General Electrodynamics Corp. and under the authority of an export license or applicable license exemption.  If such data is marked as export controlled, seller shall indemnify and hold buyer harmless from and against any and all claims, liabilities and expenses resulting from sellers’ failure to comply with the Export Laws and Regulations of the United States.

16. Entire Agreement

16.1       This Order sets forth the entire agreement and supersedes any and all other agreements, understanding 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.  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 provision of this Order, by law, or otherwise.  Notwithstanding anything to the contrary contained herein, if this Order has been issued pursuant to an existing  contract or Purchase Agreement between Buyer and Seller, the terms and conditions of the Contract or Purchase Agreement take precedence and supersede this Order to the extent they may conflict.

17. GEC has adopted this Anti-Counterfeit Policy to eliminate the impact of counterfeit products on GEC and its customers. This is a zero tolerance Policy against knowingly and intentionally trafficking in counterfeit goods. To support this policy of ensuring that there is a low risk of counterfeit products entering our supply chain, GEC maintains processes to ensure purchases are only made directly from the manufacturer or manufacturer approved sources. This is accomplished through compliance with AS9100D 8.1.4, and SAE AS6496 Fraudulent/Counterfeit Electronic Parts: Avoidance, Detection, Mitigation, and Disposition – Authorized/Franchised Distribution. Should a suspect counterfeit or counterfeit product be found, GEC shall quarantine such material and report the finding to the supplier and appropriate authorities. This policy shall be communicated, understood, implemented, and maintained at all levels of the Organization.

18. DEFINITIONS

Buyer means the General Electrodynamics Corporation entity named in the Purchase Order.

CBP 4455 means U.S. Customs and Border Protection Form 4455.

Customer(s) means any person(s) or entity(ies) who purchase or lease all or some portion of thecGoods and/or Services from Buyer.

Defective means Goods and/or Services (or any aspect of them) which are not in accordance with the Purchase Order or which are damaged, deficient, faulty, inadequate or incomplete.

Delivery Address means the place for delivery specified on the Purchase Order.

Delivery Date means the delivery date specified on the Purchase Order.

Destination means the Delivery Address.

ESDS means electrostatic-sensitive devices.

Goods means all tangible personal property, items or things, if any, described on the Purchase Order.

HSEC means health, safety, environment and community.

JEDEC means the JEDEC Solid State Technology Association.

Law means:

1. a) All Federal, Commonwealth, State and local government statutes, regulations, by-laws, orders, awards and proclamations;
1. b) Common law and equity;
1. c) Authority requirements and consents, certificates, licenses, permits and approvals (including conditions in respect of those consents, certificates, licenses, permits and approvals); and
1. d) Guidelines of Authorities with which the Seller is legally required to comply.

MSDS means Material Safety Data Sheet(s).

Purchase Order means the purchase order for Goods and/or Services issued by the Buyer to the Seller from time to time containing, amongst other things, a description of the Goods and/or Services.

Price means the price set out in the Purchase Order which is exclusive of federal tax,  75- 2968625, but is inclusive of all other costs and charges.

RCTI Agreement means an agreement in the form provided by the Buyer and entered into between the Seller and the Buyer or a related entity of the Buyer pursuant to which the parties have agreed that the Buyer will issue Recipient Created Tax Invoices in respect of all Goods and Services provided by the Seller.

Seller means the party identified as such in the Purchase Order. Seller Reference Document/Contractor Reference Document means a delivery document, note, time sheet, claim form or such other document which evidences the delivery of Goods or performance of Services.

Services means the work, tasks and assistance provided to Buyer by Seller, if any, described on the Purchase Order.

Site Standards and Procedures means:
a) General Electrodynamics Corporation Sustainability Policy and Management Standards;
b) General Electrodynamics Corporation Guide to Business Conduct;
c) General Electrodynamics Corporation Fatal Risk Control Protocols, and any other guidelines, rules, requirements or Site specific conditions which the Buyer makes available to the Seller from time to time.

Warranty Period means the period of 24 months commencing on the date of delivery of the Goods and/or 12 months from the date on which the Service is performed.

Acknowledgement Receipt

Please sign/date and return this last page.  You hereby acknowledge you have read and understand GEC’s General Terms and Conditions:

___________________________   _________________________   __________
Signature                                                          Print Name                                                Date

Mandatory Flow-Down Clauses

Solicitation THIS SOLICITATION IS NEITHER AN EXPRESSION OF ACCEPTANCE OF ANY OFFER MADE TO BUYER BY VENDOR NOR A CONFIRMATION OF ANY

CONTRACT OR AGREEMENT BETWEEN BUYER AND VENDOR;

Packaging All goods will be packed and marked (including notice of hazardous substances) in accordance with industry standards and will comply with applicable laws and carrier requirements. Goods will be packed in accordance with best commercial practices. Each container will be marked with applicable GEC P.O. number and be accompanied by one copy of the shipping papers.

Returns Buyer may, in its sole discretion, at any time and from time to time, within sixty (60) days after acceptance of the goods, return to Vendor any part or all of the goods and receive full credit on such returns.

Delays Time is of the essence for performance of this Order. If any goods or services are not delivered within the time specified, Buyer in addition to any other remedies provided by law, may refuse to accept all or any part of such goods or services and cancel this order; provided however, neither party will be liable for delays in delivery caused by force by law, may refuse to accept all or any part of such goods or services and cancel this order; provided however, neither party will be liable for delays in delivery caused by force majeure which shall include Acts of God, war, fire, flood, explosion or earthquakes or any other cause beyond its control.

DPAS Vendor is required to comply with the mandatory requirements of the Defense Priorities and Allocations System (DPAS) (15 CFR, Part 700). DO/DX priority rating is DO: A1.

Purchase Order Instructions Supplier shall comply with the following: ***DO-A1 rated order certified for national defense use***. Vendor is required to follow with all provisions of Defense Priorities and Allocations System reg 15 CFR 700. Seller accepts delivery date on order unless rejected in writing within 5 working days of order receipt.

All Military Specific Parts, Tooling, and GSE must have a Certificate of Conformance Supplier must have and keep on file all documentation. ISO9001 or AS9100 – Manufacturing Quality System(s)  Requirements ANSI/ASQ Z1.4-2003 (R2013) C=0 Required – Sampling Procedures and Tables for Inspection by Attributes ANSI-Z540.3 – 2006 (R2013) / ISO 10012:2003 – Requirements for the Calibration of Measuring and Test Equipment MIL-STD-129P- Military Marking for Shipment and Storage (UID required for parts > $5K, or when otherwise required) MIL-STD-130N w/CHANGE 1 – Identification Marking of U.S. Military Property Shelf-Life Controlled Items (if applicable) – Must have a minimum of 85% residual shelf life on date of shipment MIL-STD-2073-1D – Standard Practice for Military Packaging AS 5553A – Counterfeit Electronics Parts; Avoidance, Detection, Mitigation, and Disposition MIL-STD-1686 or equivalent – Electro-Static Discharge (ESD) control (if applicable) – Prior to processing ESD sensitive product, establish, document and implement an Electrostatic Discharge (ESD) program

Certificate of Conformance (CofC) Certifying that articles/products have been manufactured, tested, and inspected in accordance with the requirements of the applicable specifications/drawings and the results meet the requirements of such tests and inspections.” CofC to include as a minimum: Supplier name and address; Buyer’s name and address; Purchase Order number; Quantity (quantities to be separated by traceability number); Date; OEM Part/Drawing number and revision (if applicable); Source Control Part/Drawing (SCD) number(s) and revision (if applicable); Serial Number(s) (if applicable), Traceability numbers (Lot, Work Order, Batch, Date Code, etc. if applicable), Manufacture and/or cure date (if applicable); Storage conditions (if applicable); Signature of authorized Quality representative (Electronic signature is acceptable providing the supplier has documented procedures.)

First Article Inspection Report All First Article Inspection Reports provided to GEC Corp. must comply with the specifications outlined in AS9102 – Aerospace First Article Inspection Requirement for all first article inspections.

Record Retention Unless otherwise specified, all quality records must be maintained by the supplier for a minimum of seven years after product shipment. Quality records include, but are not limited to: first article reports, work orders, inspection criteria, test and inspection results, non- conforming material documentation, and certifications. Records must be made available to GEC CORP., GEC CORP.’s customers and regulatory authorities upon request.

Non-Conforming Product Upon discovery of non-conforming or suspected non-conforming product that has been shipped to GEC CORP., the supplier must notify GEC CORP. and provide a formal written disclosure as soon as practical. *MRB authority must not be exercised without the written consent of GEC CORP.

Configuration Management All articles/parts/materials must be provided to GEC CORP. in the latest configuration unless otherwise specified within the purchase order.

HAZMAT Identify, package and ship in accordance with 49 CFR.

Quality Assurance This purchase order is subject to all GEC’s Quality Assurance requirements (reference Certification and Traceability Requirements for GEC Suppliers/Vendors document), including the following: A material certification on supplier letterhead stating GEC’s purchase order, part number, serial number, and quantity, signed by an authorized employee.

Standard Hardware Standard hardware must include Certificate of Conformance.

Part Number Substitution Any part number substitution is not allowed unless written pre-approval is given by GEC’s Purchasing personnel.

Contact Information If you have any questions regarding this purchase order, please contact GEC Purchasing department: Email: [email protected] Phone: (817) 572-0366

Shipping Instructions Domestic Shipping Instructions & International Shipping Instructions::

Oversize or truckload shipments contact GEC Shipping Dept: email: [email protected] or 817-572- 0366. Please reference GEC order number and provide weights and dims.

 

**NOTIFY IF HAZMAT HANDLING REQUIRED**

FAILURE TO FOLLOW ABOVE INSTRUCTIONS WILL RESULT IN CHARGEBACK OF SHIPPING CHARGES

 

FAR Clauses Federal Acquisition Regulation (FAR) Clauses: http://farsite.hill.af.mil/vffara.htm

Defense FAR Supplement (DFARS) Clauses: http://farsite.hill.af.mil/vfdfara.htm Air Force FAR Supplement (AFFARS) Clauses: http://farsite.hill.af.mil/vfaffara.htm

FAR 52.203-6 Restrictions on Subcontractor Sales to the Government (Sep 2006)

FAR 52.203-7 Anti-Kickback Procedures (May 2014)

FAR 52.203-12 Limitation on Payments to Influence Certain Federal Transactions (Oct 2010) (forsubcontracts > $150,000)

FAR 52.203-14 Display of Hotline Poster(s) (Oct 2015) (for subcontracts > $5.5M)

FAR 52.203-17 Contractor Employee Whistleblower Rights and Requirement To Inform Employees of Whistleblower Rights (Apr 2014) (for subcontracts >$150,000)

FAR 52.204-10 Reporting Executive Compensation and First-Tier Subcontract Awards (Oct 2015) for 1sttier subcontracts >$30,000)

FAR 52.209-6 Protecting the Government’s Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment (Oct 2015) (subcontracts >$35,000, other than subcontractors providing a commercially available off-the-shelf item). Any representations and certifications submitted resulting in award of this Subcontract are hereby incorporated either in full text or by reference, and any updated representations and certifications submitted thereafter are incorporated by reference and made a part of this Subcontract with the same force and effect as if they were incorporated by full text. By signing this Subcontract, the Subcontractor hereby certifies that as of the time of award of this Subcontract: (1) the Subcontractor, or its principals, is not debarred, suspended or proposed for debarment or declared ineligible for award by any Federal agency; (2) no Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress on its behalf in connection with awarding the contract or this Subcontract; and (3) no changes have occurred to any other representations and certifications made by the Subcontractor resulting in award of this subcontract. The Subcontractor agrees to promptly notify GEC Subcontracts Administrator/Buyer of any changes occurring at any time during performance of this Subcontract to any  representations and certifications submitted by the Subcontractor. FAR 52.211-15 Defense Priority and Allocation Requirement (Apr 2008)

FAR 52.215-2 Audit and Records — Negotiation (Oct 2010) (for subcontracts > $150,000 as applicable in clause)

FAR 52.222-21 Prohibition of Segregated Facilities (Apr 2015)

FAR 52.222-54 Employment Eligibility Verification (AUG 2013) (for subcontracts >$150,000; are longerthan 120 days; and are performed in the U.S.

FAR 52.223-18 Encouraging Contractor Policies to Ban Text Messaging While Driving (AUG 2011) (for subcontracts >$3500.)

FAR 52.223-26 Contracts Performing Private Security Functions Outside the United States (including paragraph (f), in all subcontracts that will be performed in areas of DoDcontracts: Contingency operations, combat operations, as designated by the Secretary of Defense, or other significant military operations, as designated by the Secretary of Defense upon agreement of the Secretary of State)

FAR 52.228-3 Workers’ Compensation Insurance (Defense Base Act) (JUL 2014) (all subcontracts to which the Defense Base Act applies)

FAR 52.228-5 Insurance – Work on a Government Installation (Jan 1997) (In subcontracts under thiscontract that require work on a Government installation and shall require subcontractors to provide and maintain the insurance required in the Schedule or elsewhere in the contract. The Contractor shall maintain a copy of all subcontractors’ proofs of required insurance, and shall make copies available to the Contracting Officer upon request.)

FAR 52.229-8 Taxes – Foreign Cost-Reimbursement Contracts (Mar 1990) (If the Contractor or subcontractor under this contract obtains a foreign tax credit that reduces its Federal income tax liability under the United States Internal Revenue Code (Title 26, U.S. Code) because of the payment of any tax or duty that was reimbursed under this contract, the amount of the reduction shall be paid or credited at the time of such offset to the Government of the United States as the Contracting Officer directs.)

FAR 52.245-1 Government Property (Apr 2012)

FAR 52.248-1 Value Engineering (Oct 2010) and Alternate III (APR 1984)

FAR 52.248-14 Excusable Delays (Apr 1984)

FAR 52.252-2 Clauses Incorporated by Reference (FED 1998) (see top of document for websites to access incorporated clauses)

FAR 52.253-1 Computer Generated Forms (Jan 1991)

DFARS 252.203-7001 PROHIBITION ON PERSONS CONVICTED OF FRAUD OR OTHER DEFENSE-CONTRACT-RELATED FELONIES (DEC 2008) (for first tier subcontracts >$150,000)

DFARS 252.203-7002 REQUIREMENT TO INFORM EMPLOYEES OF WHISTLEBLOWER RIGHTS (SEP 2013)

DFARS 252.203-7004 DISPLAY OF HOTLINE POSTERS (OCT 2015) (for subcontracts > $5.5M)

DFARS 252.204-7012 SAFEGUARDING COVERED DEFENSE INFORMATION AND CYBER INCIDENT REPORTING (SEP 2015) [(1) Include the substance of this clause, including this paragraph (m), in all subcontracts, including subcontracts for commercial items; and (2) Require subcontractors to rapidly report cyber incidents directly to DoD at http://dibnet.dod.mil and the prime Contractor. This includes providing the incident report number, automatically assigned by DoD, to the prime Contractor (or next higher-tier subcontractor) as soon as practicable.]

DFARS 252.204-7015 DISCLOSURE OF INFORMATION TO LITIGATION SUPPORT CONTRACTORS (FEB 2014)

DFARS 252.222-7006 Restrictions on the Use of Mandatory Arbitration Agreements (DEC 2010) (in subcontracts >$1 million, except a subcontract for the acquisition of commercial items, including commercially available off-the-shelf items.)

DFARS 252.223-7006 PROHIBITION ON STORAGE, TREATMENT, AND DISPOSAL OF TOXIC OR HAZARDOUS MATERIALS—BASIC (SEP 2014) (in all subcontracts that require, may require, or permit a subcontractor access to a DoD installation, at any subcontract tier)

DFARS 252.223-7008 PROHIBITION OF HEXAVALENT CHROMIUM (JUN 2013) (all subcontracts)

DFARS 252.225-7013 DUTY-FREE ENTRY (NOV 2014)

DFARS 252.225-7028 EXCLUSIONARY POLICIES AND PRACTICES OF FOREIGN GOVERNMENTS (APR2003)

DFARS 252.225-7039 DEFENSE CONTRACTORS PERFORMING PRIVATE SECURITY FUNCTIONS OUTSIDE THE UNITED STATES (JAN 2015) (include the substance of this clause, including this paragraph (b), insubcontracts, including subcontracts for commercial items, when private security functions will be performed outside the United States in areas of—(1) Contingency operations; (2) Combat operations, as designated by the Secretary of Defense; (3) Other significant military operations (as defined in 32 CFR part 159), designated by the Secretary of Defense upon agreement of the Secretary of State; (4) Peace operations, consistent with Joint Publication 3-07.3; or (5) Other military operations or military exercises, when designated by the Combatant Commander.)

DFARS 252.225-7041 CORRESPONDENCE IN ENGLISH (JUN 1997)

DFARS 252.225-7043 ANTITERRORISM/FORCE PROTECTION POLICY FOR DEFENSE CONTRACTORS OUTSIDE THE UNITED STATES (MAR 2006) (if performing or traveling outside the United States under this contract, (1) A foreign government; (2) A representative of a foreign government; or (3) A foreign  corporation wholly owned by a foreign government)

DFARS 252.225-7048 EXPORT CONTROLLED ITEMS (JUNE 2013)

DFARS 252.225-7993 PROHIBITION ON CONTRACTING WITH THE ENEMY (SEP 2014) (DEVIATION 2014-O0020)

DFARS 252.225-7994 ADDITIONAL ACCESS TO CONTRACTOR AND SUBCONTRACTOR RECORDS IN THE UNITED STATES CENTRAL COMMAND TH EATER OF OPERATIONS (MAR 2015) (DEVIATION 2015-O0013)

DFARS 252.225-7995 CONTRACTOR PERSONNEL PERFORMING IN THE UNITED STATES CENTRAL COMMAND AREA OF RESPONSIBILITY (DEVIATION 2O15-O0009) (JAN 2015) (for all subcontracts when subcontractor personnel are performing in the USCENTCOM AOR- specifically in Afghanistan)

DFARS 252.226-7001 UTILIZATION OF INDIAN ORGANIZATIONS, INDIAN-OWNED ECONOMIC ENTERPRISES, AND NATIVE HAWAIIAN SMALL BUSINESS CONCERNS (SEP 2004) (for subcontracts >$500,000)

DFARS 252.229-7999 TAXES – FOREIGN CONTRACTS IN AFGHANISTAN (DEVIATION 2013-O0016)

DFARS 252.237-7010 PROHIBITION ON INTERROGATION OF DETAINEES BY CONTRACTOR PERSONNEL (JUN 2013)

DFARS 252.237-7019 TRAINING FOR CONTRACTOR PERSONNEL INTERACTING WITH DETAINEES (JUN2013)

DFARS 252.244-7000 SUBCONTRACTS FOR COMMERCIAL ITEMS AND COMMERCIAL COMPONENTS(DOD CONTRACTS) (JUN 2013)

DFARS 252.247-7023 TRANSPORTATION OF SUPPLIES BY SEA—BASIC (APR 2014) (Paragraphs a through e, and h)

Additional Terms & Conditions Subcontract agrees to comply with the mandatory flow downs and additional terms and conditions as may be later identified.

Anti-Debarment Any representations and certifications submitted resulting in award of this Subcontract are hereby incorporated either in full text or by reference, and any updated representations and certifications submitted thereafter are incorporated by reference and made a part of this Subcontract with the same force and effect as if they were incorporated by full text. By signing this Subcontract, the Subcontractor hereby certifies that as of the time of award of this Subcontract: (1) the Subcontractor, or its principals, is not debarred, suspended or proposed for debarment or declared ineligible for award by any Federal agency; (2) no Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress on its behalf in connection with awarding the contract or this Subcontract; and (3) no changes have occurred to any other representations and certifications made by the Subcontractor resulting in award of this subcontract. The Subcontractor agrees to promptly notify the AAR Subcontracts Administrator/Buyer of any changes occurring at any time during performance of this Subcontract to any representations and certifications submitted by the Subcontractor.