Transcription

SIKORSKY AIRCRAFT CORPORATIONSTANDARD TERMS AND CONDITIONS OF PURCHASE(“SA 0908”)Rev. November 1, 2015SA0908, Rev. 11/01/2015VERIFY CURRENT REVISION OF FORM

1Section HeadingsSECTION IA: TERMS AND CONDITIONS OF PURCHASESECTION IB: SIKORSKY SPECIFIC REQUIREMENTSSECTION II: QUALITY ASSURANCE PROVISIONSSECTION III: ADDITIONAL QUALITY ASSURANCE PROVISIONSTable of ContentsSECTION IA–STANDARD TERMS AND CONDITIONS OF PURCHASE . 41.ACCEPTANCE . 42.DEFINITIONS . 43.SPECIFICATIONS . 54.DELIVERY . 55.INSPECTION, ACCEPTANCE AND REJECTION . 66.WARRANTY. 77.INDEMNIFICATION . 88.TAXES . 89.INSPECTION AND AUDIT RIGHTS . 1010.AVIATION UNIQUE REQUIREMENTS . 1111.PRODUCT SUPPORT OBLIGATION . 1112.BUYER-FURNISHED AND BUYER-FUNDED ITEMS. 1213.CHANGES . 1314.STOP WORK ORDER . 1415.TERMINATION FOR DEFAULT . 1416.TERMINATION FOR CONVENIENCE . 1517.CUSTOMS TRADE PARTNERSHIP AGAINST TERRORISM (C-TPAT) PROGRAM . 1518.INTELLECTUAL PROPERTY RIGHTS (FOR NON-U.S. GOVERNMENT ORDERS) . 1619.INTELLECTUAL PROPERTY INDEMNIFICATION . 1720.PROPRIETARY INFORMATION . 1821.SECURITY FOR SIKORSKY INFORMATION STORED BY SUPPLIER . 2122.OFFSET . 2423.INSURANCE . 2424.DISASTER RECOVERY . 25SA0908, Rev. 11/01/2015VERIFY CURRENT REVISION OF FORM

225.STANDARDS OF BUSINESS CONDUCT . 2626.COMPLIANCE WITH LAWS . 2627.APPLICABLE LAW AND FORUM . 2728.EXPORT CONTROL. 2729.TOXIC, HAZARDOUS OR CARCINOGENIC SUBSTANCES . 2930.DESIGN AND PROCESS SPECIFICATION EFFORTS . 3031.NEWS RELEASES/PUBLICITY . 3032.ASSIGNMENT . 3133.SETOFF . 3134.COVENANTS AGAINST KICKBACKS AND POLITICAL CONTRIBUTIONS . 3135.UTILIZATION OF SMALL AND SMALL DISADVANTAGED BUSINESSES . 3136.DUTY TO PROCEED. 3137.DUTY DRAWBACK . 3138.CHANGE IN CONTROL . 3239.PARTIAL INVALIDITY/UNENFORCEABILITY . 3240.SURVIVAL . 3241.NO WAIVER . 3242.REMEDIES . 3243.ORDER OF PRECEDENCE . 3244.DELAYS . 3345.FORCE MAJEURE . 3346.SUBCONTRACTING . 3347.DISPUTE RESOLUTION . 3448.U.S. GOVERNMENT PROVISIONS FOR ORDERS UNDER U.S. GOVERNMENT CONTRACTS . 3449.RELATIONSHIP OF THE PARTIES . 34SECTION IB – SIKORSKY SPECIFIC REQUIREMENTS . 3550.ADDITIONAL PROVISIONS FOR ORDERS UNDER U.S. GOVERNMENT CONTRACTS . 3551.SIKORSKY SECURITY REQUIREMENTS. 3852.TRAINING . 3853.TECHNICAL SUPPORT SERVICES . 3854.TECHNICAL PUBLICATIONS. 3855.GROUND SUPPORT EQUIPMENT (“GSE”) . 3856.OVERHAUL AND REPAIR . 3857.PROVISIONING . 3958.RELIABILITY . 39SA0908, Rev. 11/01/2015VERIFY CURRENT REVISION OF FORM

359.OBSOLESCENCE MANAGEMENT . 39SECTION II - QUALITY ASSURANCE PROVISIONS . 40SECTION III – ADDITIONAL QUALITY ASSURANCE PROVISIONS . 44SA0908, Rev. 11/01/2015VERIFY CURRENT REVISION OF FORM

4SECTION IA–STANDARD TERMS AND CONDITIONS OF PURCHASE1.AcceptanceSupplier's (i) full or partial performance under, or indication thereof, or (ii)acknowledgement of the Order, is acceptance of the Order and all terms and conditionscontained in the Order, including these Terms and Conditions. Any terms and conditionsproposed in Supplier’s acceptance or in any acknowledgment, invoice, or other form ofSupplier that add to, vary from, or conflict with the terms herein are hereby rejected. Ifthe Order is an acceptance of a prior offer by Supplier, such acceptance is limited to theexpress terms set forth in the Order.2.Definitions2.1“Affiliate” means, with respect to any entity, any other entity that directly or indirectlycontrols, is owned by, controlled by or under common ownership or control with suchentity.2.2“Agreement” means the master terms agreement, long term agreement, subcontract,or other agreement that references these terms and conditions, and pursuant towhich Orders are issued to Supplier.2.3“Buyer”, “Sikorsky”, or “SAC” means Sikorsky Aircraft Corporation (“SAC”) or theBUYER Affiliate that issues an Order referencing these terms and conditions, andany successor or assignee of Buyer.2.4“Buyer’s Customer” means the ultimate owner, lessee, or operator of the Goods andincludes the purchaser of an end product incorporating the Goods and/or Servicesprovided by the Supplier under the Order.2.5“Delivery Date” means the date of delivery for Goods and Services as specified in anOrder and/or by the Delivery System.2.6”Delivery System” means Buyer’s computer-based, web-enabled delivery schedulingsystem.2.7“FAA” means the United States Federal Aviation Administration.2.8“Goods” means goods, parts, supplies, software, drawings, data, reports, manuals,other specified documentation, or items that are required to be delivered pursuant to,or in connection with, an Order. Where the context permits, the use of the termGoods shall include Services.2.9“Intellectual Property" means all inventions, patents, software, copyrights, maskworks, industrial property rights, trademarks, trade secrets, know-how, proprietaryinformation and rights and information of a similar nature. Such information includes,without limitation, designs, processes, drawings, prints, specifications, reports, data,technical information, and instructions.SA0908, Rev. 11/01/2015VERIFY CURRENT REVISION OF FORM

52.10“Lead Time” means the mutually agreed upon time required for Supplier to producethe Goods.2.11“Need Date” means the date Buyer needs delivery of Goods which date is before, orafter, the Delivery Date.2.12“Party” or “Parties” shall mean Buyer and/or Supplier, individually or collectively, asthe context requires.2.13“Prime Contract” means the government or commercial sales contract betweenBuyer and Buyer’s Customer.2.14“Order” means a paper or electronic document sent by Buyer to Supplier, or whereprovided for in an Agreement, an entry on a Buyer web site, to initiate the ordering ofGoods or Services, such as a purchase order, a scheduling agreement, or otherauthorization or Order, and including change notices, supplements or modificationsthereto. The phrase “in connection with the Order” includes performance of theOrder, performance in anticipation of the Order, and preparation of a bid or proposalfor the Order. Where the context permits, the term Order includes Agreement.2.15“Services” means any effort performed by Supplier necessary or incidental to thedelivery of Goods, including design, engineering, installation, repair andmaintenance. The term “Services” shall also include any effort required by an Order.2.16“Specifications” means all requirements with which Goods and Services andperformance hereunder must comply, including, without limitation, ASQR-01 or itsthen-current successor, drawings, instructions and standards, on a Buyer web site orelsewhere, as such requirements are specified and/or referenced in Orders, as suchrequirements are modified from time to time by Buyer.2.17“Supplier” means the legal entity identified in the Order, providing Goods andServices or otherwise performing work pursuant to an Order.2.18“Terms and Conditions” means this document, regardless of whether modified orunmodified by the Parties.3.SpecificationsSupplier shall comply with all Specifications. Supplier shall immediately notify Buyer, inwriting, of any failure of the Supplier, the Goods or the Services to comply with theSpecifications.4.Delivery4.1Supplier shall use the Delivery System and electronic data exchange billing andinvoicing systems (collectively, “Buyer Systems”) specified by Buyer.4.2The delivery information in the Buyer Systems shall establish the Delivery Dates forthe Goods and/or Services. Supplier shall only ship in accordance with the rulesSA0908, Rev. 11/01/2015VERIFY CURRENT REVISION OF FORM

6established by the Buyer Systems, and shall make use of the bar codes and otherdocumentation generated by the Delivery System.4.3Time is of the essence in Supplier’s performance of an Order, and Supplier shalldeliver Goods and perform Services by the Delivery Date.4.4Shipment shall be to the location directed by Buyer. Invoicing, delivery terms,shipping, packing and waste reduction instructions shall be provided to Supplierthrough an attachment to, or printing on the face of, the Order, or incorporated intothe Order by reference to a web site. In the absence of such instructions, thedelivery terms for Goods shall be FCA Supplier’s facility (Incoterms 2010). Title andrisk of loss shall pass to Buyer upon receipt of Goods at Buyer’s facility or third partydrop shipment point.4.5Delivery Dates which do not allow sufficient Lead Time shall be considered NeedDates and Supplier shall use all commercially reasonable efforts to meet NeedDates. If Supplier agrees to the Need Date, the Need Date shall be considered theDelivery Date.4.6If Supplier is unable to deliver Goods by the Need Date, Buyer may, without liability:(i) reduce or cancel its requirements for any part of the quantity of the Goods thatcannot be delivered by the Need Date, (ii) reallocate to another Order, or reschedule,any portion of the Goods that cannot be delivered by the Need Date, or (iii) waive theNeed Date and accept Goods on the Delivery Date. In addition to any other rightsand remedies that Buyer may have, in the event of Supplier’s nonconformance withany of the requirements under this Section or any other delivery obligation, Suppliershall be responsible for all shipping costs and expenses incurred with respect tosuch nonconformance, including the costs of expediting shipment with respect to latedeliveries.4.7Any forecasts of quantity and schedule that are set forth in the Delivery System areestimates and are for planning purposes only.4.8Without affecting any other rights of Buyer, Buyer may cancel Orders, in whole or inpart, without liability to Supplier, at any time prior to commencement of Lead Time.Inspection, Acceptance and Rejection5.5.1Supplier shall only tender Goods to Buyer that have passed inspection in accordancewith the applicable inspection system and that otherwise conform to all requirementsof an Order.5.2Notwithstanding (i) prior inspection of, (ii) payment for, (iii) use of or (iv) delivery ofthe Goods, acceptance shall not be deemed to occur until thirty (30) days followingBuyer’s receipt of Goods (“Inspection Period”). Transfer of title to Buyer shall notconstitute acceptance.5.3During the Inspection Period, Buyer may, with respect to any Goods that do notconform in any respect to the Order: (i) reject all or a portion of such nonconformingGoods; (ii) accept all or a portion of such nonconforming Goods with a priceSA0908, Rev. 11/01/2015VERIFY CURRENT REVISION OF FORM

7reduction for the cost of repair or the diminution of value; or (iii) accept anyconforming Goods and reject the rest.5.4Within thirty (30) days of Supplier’s receipt of Buyer’s notification of a nonconformity,Supplier shall investigate the nonconformity, deliver to Buyer a written report of itsinvestigation and conclusions, and formulate a corrective action plan acceptable toBuyer. Once approved by Buyer, Supplier must then timely implement suchcorrective action plan.5.5With respect to rejected nonconforming Goods, Buyer may at its election and atSupplier’s risk and expense (i) hold nonconforming Goods for Supplier, or (ii) return(Ex Works, Incoterms 2010, facility where Goods are rejected) nonconforming Goodsto Supplier for, at Buyer’s option, either (a) full credit or refund or (b) replacementGoods to be received within 24 hours of nonconformity notification. Title to suchrejected Goods returned to Supplier shall transfer to Supplier upon such delivery andsuch Goods shall not be replaced by Supplier except upon written instructions fromBuyer. Goods returned to Buyer hereunder shall be shipped at Supplier’s expenseand risk of loss. Additionally, rejected nonconforming Goods shall not be tenderedagain to Buyer for acceptance unless permitted by Buyer and applicable law, andaccompanied by a disclosure of Buyer’s prior rejection(s).5.6Notwithstanding any other provision, in addition to the foregoing, Supplier shall beliable for Buyer’s actual costs, expenses and damages related to or arising fromnonconforming Goods, including but not limited to labor and other costs related totransportation of Goods, expediting, removal, disassembly, failure analysis, faultisolation, assembly, reinstallation, re-inspection , retrofit, and any and all other suchcorrective action costs incurred by Buyer.6.Warranty6.1Supplier warrants to Buyer and Buyer's successors, assigns, Buyer's Customers,and users of Goods sold by Buyer for a period of thirty-six (36) months afteracceptance of the Aircraft by Buyer’s customer that all Goods provided under theOrder shall be and continue to be: (i)new; (ii) free from defects in material andworkmanship; (iii) free from defects in design if the design is not provided by Buyer;(iv) manufactured in strict accordance and complies with the Specifications; (v) freefrom liens or encumbrances on title (collectively in this section “Warranty”); and (vi)to the extent the Goods are, or contain, hardware, software, and/or firmwareproducts, be able to accurately process date/time data (including, but not limited to,calculating, comparing, and sequencing all times and dates) and are free of virusesand other sources of network corruption (collectively, "Warranty"). If the Orderrequires specific Goods to perform as a system, the foregoing Warranty also shallapply to those Goods as a system. The Warranty shall never extend beyond fortyeight (48) months after Buyer’s receipt of the Goods (“Warranty Term’). Delivery,inspection, test, use of, or payment for, Goods shall not effect Supplier's Warrantyobligation.6.2Buyer may require Supplier to promptly repair or replace, at Buyer’s option, anyGoods which breach the Warranty. Buyer may return ship the Goods on the fastestavailable commercial carrier at Supplier’s expense and risk of loss. Goods returnedSA0908, Rev. 11/01/2015VERIFY CURRENT REVISION OF FORM

8to Buyer hereunder shall be shipped at Supplier’s expense and risk of loss and shallbe accompanied by notice stating whether they are new replacements or repairedoriginals, and shall continue to be covered under this warranty. Supplier shallconduct intake, review, analysis and any other activity required to evaluate whetherthe returned Goods are covered by the Warranty at no expense to Buyer. Repairedoriginal Goods shall be covered under this Warranty for the greater of six (6) monthsor for the balance of the original Term. The balance of the original Term shall bedetermined by the time remaining on the Term as of Buyer’s discovery or receipt ofnotification of the defect.6.3Notwithstanding any other provision, in addition to the foregoing, Supplier shall beliable for Buyer’s actual costs, expenses and damages related to or arising fromGoods not conforming to the warranty, including but not limited to labor and othercosts related to transportation of Goods, expediting, removal, disassembly, failureanalysis, fault isolation, assembly, reinstallation, re-inspection, retrofit, and any andall other such corrective action costs incurred by Buyer.6.4Supplier warrants to Buyer that all Services provided under or in connection with anOrder: (i) have been, if applicable, and will be performed in a professional andworkmanlike manner and in accordance with current, sound and generally acceptedindustry standards and practices by appropriately licensed, trained, supervised andpersonnel who are experienced in the appropriate fields; and (ii) do, if applicable,and will conform to and be in compliance with all applicable Specifications,performance requirements and other requirements contained in the Order (the"Service Warranty"). Supplier agrees that should any of the Services be defectivelyperformed by Supplier, Supplier will re-perform or correct such defective Services atno additional charge. Notwithstanding any other provision, in addition to theforegoing, Supplier shall be liable for Buyer's actual costs, expenses and damagesrelated to or arising from the Services not conforming to the Services Warranty.6.5Supplier warrants to Buyer that all documentation and certifications by Supplier orSupplier’s subcontractors or business partners related to the Goods, Services andOrder, as applicable, are current, complete, truthful, and accurate and have beensigned or stamped, as applicable, by individuals authorized and qualified to sign orstamp such documentation and certifications.7.IndemnificationSupplier shall indemnify and save harmless Buyer, Buyer’s customers, Buyer’s insurersand Buyer’s Affiliates and their employees, agents, officers and directors for and from allsuits, claims, judgments, awards, losses, damages, costs or expenses (includingattorneys’ fees) relating to, arising out of, or caused by the performance hereunder, anyact or omission of Supplier or any Goods or Services. Supplier’s indemnificationobligation hereunder covers, without limitation, injuries, sickness, diseases (includingoccupational disease whenever occurring), or death of Supplier employees.8.Taxes8.1Unless otherwise stated in the Order, all payments, prices, fixed or otherwise, sums,payments, fees and monetary amounts mentioned in this Order are exclusive of anySA0908, Rev. 11/01/2015VERIFY CURRENT REVISION OF FORM

9and all sales and use taxes, value added taxes, goods and services taxes, taxeslevied upon importation, such as customs duties, excises, or any other taxes(“Taxes”) levied in regard of any of the transactions covered by the Order.8.2When invoicing, Supplier shall (i) include amounts of Taxes, or specific fees Supplieris required by applicable law to add-on to the sales price and collect from Buyer orotherwise is legally due from Buyer and (ii) separately state each of the Taxes.8.3Supplier is solely responsible for the fulfillment of Supplier’s obligations under law orstatute in respect to collecting and remitting Taxes collected from Buyer under theOrder to the proper tax authority. Any penalties, fees or interest charges imposed bya tax authority or other authority as the result of non-payment of Taxes collected bySupplier from Buyer will be borne by Supplier. Supplier shall also pay any Taxesarising out of its willful misconduct or negligence for which Buyer becomes liable.8.4Supplier shall not collect Taxes on the supply of Goods and Services pursuant to theOrder in case and under circumstances where (i) the transaction is not subject toTaxes, (ii) the liability for payment of Taxes is shifted or reversed by law or statute orotherwise is the legal responsibility of the Buyer or (iii) Buyer has been authorized topay Taxes directly to the appropriate Tax authority.8.5Supplier shall deliver electronically by way of the Internet all software of any type,including manuals. Supplier shall separately itemize the prices of electronicallydelivered software, licenses, fees and Services on invoices. Invoices shall clearlyindicate the manner of software delivery by inclusion of the phrase, “softwaredelivered electronically to the customer via the internet.” License locations shouldclearly be stipulated in the Order or Agreement to allow for proper allocation of anyTaxes owed.8.6Supplier warrants that invoices issued in relation to goods and services suppliedunder this agreement are in compliance with any and all requirements as to contentand format imposed by tax and/or civil statute that has jurisdiction over thetransaction or transactions performed by the Supplier.8.7Buyer shall withhold any portion of the monies from the amount payable under theinvoices issued to it to account for any withholding for taxes that is required to bemade by the Buyer pursuant to the tax laws in the relevant tax jurisdiction. Any suchamount required to be withheld by the Buyer on behalf of the Supplier shall bedeemed a payment on account of the relevant invoices issued to the Buyer. Buyershall provide Supplier with receipts supporting any taxes withheld.8.8Buyer is not responsible for any tax based on Supplier’s income, payroll or grossreceipts.8.9Buyer shall report and remit any Taxes relating to property for which Buyer retainstitle pursuant to the Order or Agreement, accruing prior to and after thecommencement of the Order or Agreement (as applicable). Where Supplierpossesses Buyer-owned property, Supplier shall notify Buyer of any disposal ormovement of such property. Supplier shall report and remit any property-relatedTaxes relating to property for which Supplier retains title pursuant to the Order orSA0908, Rev. 11/01/2015VERIFY CURRENT REVISION OF FORM

10Agreement, accruing prior to and after the commencement of the Order orAgreement.8.10Supplier shall, upon receipt from any Tax Authority of any levy, notice, assessment,or withholding of any Taxes for which Buyer may be obligated, notify Buyer in writingdirected to: Manager, Tax Compliance, Sikorsky Aircraft Corporation, 6900 MainStreet, Stratford, CT 066158.11Supplier shall cooperate in the equitable resolution of disputes pertaining to anyTaxes arising from this Order or Agreement. If Buyer may directly contest any Taxesin its own name, then it may do so and, to the extent permitted by law, withholdpayment during contest pendency. If Buyer is not so permitted, Supplier shall ingood faith, as requested by Buyer, contest the Taxes. Supplier shall supply Buyerwith information and documents as Buyer may reasonably request for Buyer tocontrol or participate in any proceeding to the extent permitted herein.8.12If Supplier receives a refund of any Taxes attributable to Buyer; Supplier shall paysuch amount to Buyer within thirty (30) days of receipt. Supplier shall indemnifyBuyer against any and all losses, costs, and expenses (including reasonableattorneys’ fees) which result from Supplier’s violation of its obligations under thissection.9.Inspection and Audit Rights9.1Supplier (which, for the purposes of this Section, includes Supplier’s suppliers,subcontractors and business partners) shall at any time, and after reasonable noticeby Buyer, (i) grant to Buyer, Buyer’s Customers and/or to any competent regulatoryauthority, unrestricted access to (or if requested by Buyer, provide to Buyer copiesof) Supplier’s books records and documentation (including, without limitation,inspection those pertaining to quality, and testing of Goods and Services, securityand data protection procedures, ethics and compliance programs and any otherrequirement or obligation under the Order), but excluding financial books andrecords), wherever such books and records may be located (including third-partyrepositories and at facilities of Supplier’s suppliers, subcontractors, and businesspartners used in connection with the Order)), and (ii) provide Buyer, Buyer’sCustomers and/or any such authority the right to access, and to perform any type ofinspection, test, audit or investigation at Supplier’s premises, including withoutlimitation, manufacturing and test locations and the facilities of Supplier’s suppl

2.3 “Buyer”, “Sikorsky”, or “SAC” means Sikorsky Aircraft Corporation (“SAC”) or the BUYER Affiliate that issues an Order referencing these terms and conditions, and any successor or assignee of Buyer. 2.4 “Buyer’s Customer” means the ultimate owner, lessee, or