EX-10.1



 





    EXHIBIT 10.1



 


	 	 	 
	

    
    


	
 
	
    
    









 


 




    Procurement
    Frame Contract

    Ref.: Airbus/MAT/CON/353

    between

    

    EADS Deutschland GmbH

    Postfach

    81663 Munich/Germany

    

    - hereafter called “Purchaser” -

    

    and

    

    RTI International Metals Inc.

    P.O. Box 269

    1000 Warren Avenue

    Niles, Ohio
    44446-0269,
    U.S.A.

    

    - hereafter called “Supplier” -



 



    

    1






 





    Between



 



    EADS Deutschland GmbH




    Postfach 80 11 60




    81663 Munich / Germany



 



    German “Gesellschaft mit beschränkter Haftung”
    (GmbH) having a share capital of Ten Million Euros whose
    registered office is located in Munich, registered in the Munich
    Trade and Company register under HRB 107 648 Amtsgericht
    Muenchen and whose national V.A.T. identification number is
    DE167015661.



 



    EADS Deutschland GmbH being the corporate entity legally
    responsible for contract adherence by EADS and the Beneficiary
    Companies.



 



    Represented by Antoine GAUGLER in
    his/her
    capacity as EADS Lead Buyer for Titanium Wrought Products.



 



    Hereinafter referred to as the “Purchaser”,
    being the Lead Buyer for the EADS Group of Companies. The Lead
    Buyer for the EADS Group of Companies having the responsibility
    for contract adherence for EADS.



 




    And



 



    RTI International Metals Inc.




    P.O. Box 269




    1000 Warren Avenue




    Niles, Ohio
    44446-0269,
    U.S.A.



 



    RTI International Metals, Inc., with headquarters located at
    1000 Warren Avenue, Niles, Ohio 44446, USA, incorporated under
    the laws of the State of Ohio.



 



    Represented by David Hall in his capacity as Managing Director,
    RTI Europe Ltd, a subsidiary of RTI International Metals, Inc.



 



    Hereinafter referred to as the “Supplier”




    

    2






 







    CONTENTS



 


	 	 	 	 	 	 	 
	

    PREAMBLE


	
 
	
	
 
	

	

    Article 1.
    


	
 
	
    TERMINOLOGY
    
	
 
	
	
    5
    
	

	

    Article 2.
    


	
 
	
    OBJECT, EXPRESSION OF NEEDS, SCOPE
    OF CONTRACT, CAPACITY
    
	
 
	
	
    6
    
	

	

    Article 3.
    


	
 
	
    EFFECTIVE DATE, DURATION,
    EXTENSION OF DURATION
    
	
 
	
	
    8
    
	

	

    Article 4.
    


	
 
	
    APPLICABLE DOCUMENTS
    
	
 
	
	
    8
    
	

	

    Article 5.
    


	
 
	
    FINANCIAL PROVISIONS
    
	
 
	
	
    9
    
	

	

    Article 6.
    


	
 
	
    QUALITY
    
	
 
	
	
    10
    
	

	

    Article 7.
    


	
 
	
    LOGISTICS
    
	
 
	
	
    13
    
	

	

    Article 8.
    


	
 
	
    HAZARDOUS MATERIALS AND GOODS
    
	
 
	
	
    16
    
	

	

    Article 9.
    


	
 
	
    DELAY IN DELIVERY
    
	
 
	
	
    17
    
	

	

    Article 10.
    


	
 
	
    WARRANTIES
    
	
 
	
	
    17
    
	

	

    Article 11.
    


	
 
	
    OFFSET, SALE PROMOTIONS
    
	
 
	
	
    17
    
	

	

    Article 12.
    


	
 
	
    NOTIFICATION
    
	
 
	
	
    18
    
	

	

    Article 13.
    


	
 
	
    CIVIL LIABILITY, INSURANCE
    
	
 
	
	
    19
    
	

	

    Article 14.
    


	
 
	
    ACCESS TO SUPPLIER’S
    PREMISES, AUDITS, INFORMATION
    
	
 
	
	
    21
    
	

	

    Article 15.
    


	
 
	
    PUBLICITY
    
	
 
	
	
    21
    
	

	

    Article 16.
    


	
 
	
    INTELLECTUAL PROPERTY
    
	
 
	
	
    22
    
	

	

    Article 17.
    


	
 
	
    CONTRACT AMENDMENT
    
	
 
	
	
    23
    
	

	

    Article 18.
    


	
 
	
    ASSIGNMENT
    
	
 
	
	
    23
    
	

	

    Article 19.
    


	
 
	
    TERMINATION
    
	
 
	
	
    23
    
	

	

    Article 20.
    


	
 
	
    MODIFICATION OF THE
    SUPPLIER’S LEGAL SITUATION
    
	
 
	
	
    25
    
	

	

    Article 21.
    


	
 
	
    FORCE MAJEURE
    
	
 
	
	
    25
    
	

	

    Article 22.
    


	
 
	
    PRECEDENCE
    
	
 
	
	
    25
    
	

	

    Article 23.
    


	
 
	
    SEVERABILITY
    
	
 
	
	
    26
    
	

	

    Article 24.
    


	
 
	
    ARTICLES AND
    PARAGRAPH HEADINGS
    
	
 
	
	
    26
    
	

	

    Article 25.
    


	
 
	
    ENTIRE AGREEMENT
    
	
 
	
	
    26
    
	

	

    Article 26.
    


	
 
	
    NON WAIVER
    
	
 
	
	
    26
    
	

	

    Article 27.
    


	
 
	
    FINANCIAL INFORMATION
    
	
 
	
	
    26
    
	

	

    Article 28.
    


	
 
	
    APPLICABLE LAW AND SETTLEMENT OF
    DISPUTES
    
	
 
	
	
    26
    
	









 




    RECORD OF
    CONTRACT AMENDMENTS



 


	 	 	 	 	 
	

    Amendments


	
 
	

    Article(s) Modified


	
 
	

    Purpose of Modification



	 










    

    3








 





    PREAMBLE



 



    Whereas:



 



    EADS has been constituted from various companies with the aim to
    achieve optimum performance in all areas including the supply
    chain, one tool for improving performance being this frame
    contract;



 



    The Purchaser is in charge of coordinating the joint procurement
    of the EADS group of companies, and in the capacity of Lead
    Buyer for EADS is responsible for contract adherence for EADS
    and has the authority to act on behalf of the Beneficiary
    Companies;



 



    The Purchaser has to face a fluctuating and highly competitive
    market, implying the maintenance of its products and services at
    a high level of competitiveness and quality, and constant
    adaptation to the requirements of the Purchaser’s Customers;



 



    The Purchaser wishes to entrust the supply of Titanium Wrought
    Products to a professional supplier specialising in the said
    supply and capable of:



 


			
	 	    • 
	
    complying in the long term with the technical, commercial,
    industrial, safety, quality and support requirements such as
    specified by the Purchaser and those derived from the practices
    of the aeronautics industry;

	 
	 	    • 
	
    maintaining and constantly improving the competitiveness of its
    products and associated services, particularly in terms of
    quality and of cost and manufacturing / delivery cycle reduction
    of the said products and associated services;

	 
	 	    • 
	
    operating in an international co-operation framework;

	 
	 	    • 
	
    assuming part of the risks and constraints inherent in EADS
    programmes




 



    The Supplier is a leading producer of superior quality titanium
    mill products for the aerospace industry, which as acknowledged
    above, is a fluctuating and highly competitive market. The
    titanium industry in which the Supplier operates is also highly
    competitive and has historically operated under cyclical
    conditions.



 



    Supplier is subjected to the intense competitive nature of the
    titanium industry, as well as the cyclicality and
    competitiveness of the aerospace industry. Due to the nature of
    these industries in which Supplier participates, the impact on
    Suppliers business is subject to market impacts that can
    significantly affect Supplier’s ability to manufacture its
    products in an efficient and effective manner, consistent with
    good business practices.



 



    Supplier wishes to more efficiently and effectively manage its
    manufacturing capabilities by utilising long-term agreements for
    the sale of its products in order to optimise mill performance,
    raw material ordering and availability, and operations
    scheduling;



 



    The Supplier, having full knowledge of the high level of
    aeronautics-related requirements in terms of quality, safety,
    airworthiness, continuity and competitiveness, has replied
    favourably to the Purchaser’s request for proposals and
    declares, as a professional and specialist of this type of
    manufacture, that it possesses the technical potential, know-how
    and resources necessary to design, develop, manufacture, deliver
    and support the Products to be supplied to the Purchaser and the
    Beneficiary Companies in this context;



 



    In order to meet the commitments hereunder, the Supplier shall
    have to make capacity expansions and shall rely upon the
    benefits of the Contract to recover its investment:



 


			
	 	    • 
	
    by signing the Contract: the Supplier accepts to manufacture,
    deliver and sell the Products in compliance with the terms and
    conditions of the Contract;

	 
	 	    • 
	
    the Supplier commits to supply all EADS Beneficiary Companies
    without preference to one or the other at the best world market
    levels offered by the Supplier for similar products with similar
    technical requirements and at similar levels of service;

	 
	 	    • 
	
    the Purchaser commits to support the Sponge requirements by
    providing for, and committing, sources of titanium Sponge
    sufficient to produce the mill products requirements of this
    Contract.





    

    4






 



 



    NOW THEREFORE the Parties have agreed as follows:



 


		
	
    Article 1:  
	
    TERMINOLOGY




 



    For the purpose of Contract execution and interpretation, the
    following terms, singular or plural, shall have the following
    meanings whenever the first letter of the term is a capital
    letter:



 



    “Aerospace Related Products”:  means



 



    either: aircraft or apparatus or vehicles for launching,
    supporting or testing such aircraft including aerial drone
    aircraft



 



    or: vehicles, instruments or other apparatus capable of
    operation in the air (inside and/ or outside the earth’s
    atmosphere) including manned or unmanned spacecraft or vehicles
    or apparatus for launching, supporting or testing the foregoing,
    and including missiles



 



    or: vehicles or instruments or other apparatus or products
    intended primarily for use in the defence area.



 



    “Aviation Authorities”:  means
    Airworthiness Authorities such as DGAC, CAA, LBA, DAC, FAA.



 



    “Beneficiary Companies”:  means the
    EADS companies located in the European Union listed in
    Appendix 6 (List of Beneficiary Companies) and which are
    authorized to place Procurement Orders, provided no binding
    contracts exist between the said EADS companies and Business
    Units with the Supplier.



 



    “Business Day”:  shall mean any day
    other than Saturday, Sunday, or legal holiday in the State of
    Ohio.



 



    “Calendar Day”:  shall mean the
    consecutive days of the week or month without regard to
    Saturdays, Sundays or legal holidays.



 



    “Contract”:  means this document, all
    the Appendices hereto, as well as its Amendments as and when
    applicable.



 



    “Counter-Acceptance”:  means
    inspection by the Purchaser, or the Beneficiary Company placing
    the Procurement Order, of the apparent Product conformity,
    performed after delivery to a Plant. The Counter-Acceptance is a
    right of the Purchaser, or the Beneficiary Company, which does
    not prejudice in any manner whatsoever the right of recourse for
    faulty workmanship
    and/or
    hidden defects detected on the Product, the warranty
    and/or other
    liabilities.



 



    “Customer”:  means the Aerospace
    Related Product end user(s), whether buyers or lessees.



 



    “Defect”:  has the meaning defined by
    standard ISO 9000:2002.



 



    “Delivery Date”:  shall mean the date
    when the product arrives at the European facility designated in
    the Procurement Order.



 



    “EDI”:  Electronic Data Interchange.
    EDI consists in the transfer between two computer systems of
    data structured according to an approved standard, organised in
    machine-readable message format, which can be processed
    automatically only in one possible way in compliance with legal
    requirements, as further defined in the Interchange Agreement to
    be negotiated.



 



    Or “Web-EDI”:  in the case of
    transmission performed via Internet (Web Server and Browser) in
    compliance with the definition given in the Interchange
    Agreement.



 



    “List of Applicable Documents” or
    “List”:  means the documents listed
    in Article 4 (Applicable Documents) and Appendix 4
    (List of Applicable Documents), applicable to Product design,
    definition, manufacture, delivery and support.



 



    “NCD”:  means the Non Conformity or
    Default as defined in standard ISO 9000:2001.



 



    “Non Conformity”:  has the meaning
    defined by standard ISO 8402.




    

    5






 




    “Plant”:  means the Beneficiary
    Company’s Plant indicated in the Procurement Order and
    located in the European Union.



 



    “Procurement Order”:  means the order
    placed for the Products which refers to the Contract, issued by
    the Purchaser or an EADS Beneficiary Company and transmitted to
    the Supplier according to the provisions of Article 7
    (Logistics).



 



    “Product”:  means titanium wrought
    products and associated services to be delivered / performed by
    the Supplier in pursuance of the Contract.



 



    “Purchaser”:  means either EADS
    Deutschland GmbH or any of the EADS group companies as listed in
    Appendix 6 (List of Beneficiary Companies).



 



    “Purchaser Enabled Supplier”:  means
    any agreed Supplier of the Purchaser which the Purchaser and
    Supplier have mutually agreed in writing may take advantage of
    the conditions of this contract based on similar service levels
    for items listed in Appendix 2 (List of Products, Product
    Prices and Volume), as listed in Appendix 8
    (Purchaser’s Enabled Suppliers).



 



    “Sponge”:  means titanium sponge, or
    a comparable substitution of qualified titanium ingots. It is
    contemplated that during the term of this Contract, Purchaser
    may be in a position to substitute titanium ingots in lieu of
    titanium Sponge in comparable quantities to satisfy the Sponge
    requirements necessary to produce the mill products hereunder.
    In such case, the parties agree to mutually negotiate the
    appropriate substitution quantities and prices.



 



    “Technical Requirement
    Specifications”:  means the Purchaser’s
    document defining the Product in terms of technical requirements.



 


		
	
    Article 2:  
	
    OBJECT,
    EXPRESSION OF NEEDS, SCOPE OF CONTRACT, CAPACITY




 


		
	
    2.1  
	
    Object




 



    The Contract defines the terms and conditions under which the
    Supplier shall deliver the Products:



 



    (i) in compliance with the Purchaser’s technical
    requirements such as defined in Appendix 1 (Technical
    Requirements Specification);



 



    (ii) as listed in Appendix 2 (List of Products,
    Product Prices and Volume).



 



    Product supply shall take place according to the Procurement
    Orders placed with reference to the Contract, which will be:



 



    (i) issued to suit the Purchaser’s or Beneficiary
    Company’s needs; and



 



    (ii) sent to the Supplier in compliance with the provisions
    of Article 7 (Logistics).



 



    The Contract defines the total volume by product category that
    the Purchaser and Beneficiary Companies shall purchase on an
    annual basis. The Purchaser shall be responsible for providing
    an independent supply of raw materials known as Sponge to
    support the products as shown in Appendix 2 (List of
    Products, Product Prices and Volume).



 



    The Contract does not grant a guarantee of exclusivity.



 


		
	
    2.2  
	
    Scope of
    Contract




 



    The terms and conditions of the Contract shall apply to the
    Beneficiary Companies which will place their own Procurement
    Orders with the Supplier, with reference to the Contract,
    provided service terms and conditions do not vary.



 



    The Supplier shall apply the same price, lead time and quality
    conditions as those applicable under the Contract to the
    Beneficiary Companies placing Procurement Orders on behalf of
    the Purchaser in pursuance of an




    

    6






 




    Aerospace Related Product Programme. Procurement Orders under
    this Agreement shall conspicuously reference RTI/EADS Contract
    Airbus/MAT/CON/353.



 


		
	
    2.3  
	
    Capacity




 



    Provided the Purchaser supplies the Supplier with accurate
    forecast updated on a minimum quarterly basis, the Supplier
    shall ensure that manufacturing capacity is and remains
    available to support the Purchaser’s requirements covered
    by this Contract and any associated Procurement Orders, unless
    higher volumes are required and mutually agreed upon.



 


		
	
    2.4  
	
    Purchaser’s
    Enabled Suppliers




 



    The Supplier shall be prepared, if required by the Purchaser, to
    enter into contractual arrangements with the Purchaser’s
    Enabled Suppliers, as defined herein, and to apply the same
    prices, lead times and quality conditions as are set out in this
    Contract to its commercial relationship with such Enabled
    Suppliers. The Purchaser’s Enabled Suppliers will place
    their own orders- in accordance with the terms of this Contract
    or as provided for in Article 2.4.10 below, pursuant to the
    Product programme or any programme to which the Product relates.



 



    The Purchaser, the Supplier and certain of the Purchaser’s
    manufacturing suppliers (hereinafter “Enabled
    Suppliers”) have reached agreement regarding the Enabling
    of the supply of Products covered by this Contract from the
    Supplier to the Enabled Suppliers detailed in Appendix 8
    (Purchaser Enabled Suppliers) hereto. The terms of Enabling of
    Product shall be as follows:



 



    2.4.1 The Purchaser and the Supplier have agreed prices and
    leadtimes applicable to supply of all Product covered by this
    Contract.



 



    2.4.2 The Purchaser shall issue to the Supplier, through this
    Contract, details of its Enabled Suppliers who shall be required
    to call-off Product covered by this Contract from the Supplier.
    Enabled Suppliers as have been agreed between the Purchaser and
    the Supplier for inclusion in the Contract are detailed in
    Annex 6 and Annex 8 hereto. This Annex may be updated
    from time to time to include new or delete existing Enabled
    Suppliers by mutual agreement between the Purchaser and the
    Supplier.



 



    2.4.3 The Purchaser shall provide to the Supplier a bill of
    materials detailing, on a
    case-by-case
    basis, the Product required for each Enabled Supplier. This
    information shall be provided via the currently utilised ConBid
    allocation notification format. Individual Enabled Supplier work
    package requirements shall be allocated a specific number (the
    “Work Package Number”) and these shall be detailed via
    the current ConBid allocation notification format.



 



    2.4.4 The prices and leadtimes detailed in Appendix 2 (List
    of Products, Product Prices and Volume) hereto shall apply to
    all Product called-off, whether such call-off is initiated by
    the Purchaser or an Enabled Supplier.



 



    2.4.5 Where delivery requirements and associated costs, specific
    to an individual Enabled Supplier, are required these shall be
    negotiated and agreed between the Purchaser and the Supplier and
    the relevant details incorporated in Appendix 2 (List of
    Products, Product Prices and Volume) hereto. All associated
    costs shall be for the account of the affected Enabled Supplier.



 



    2.4.6 Orders may be issued to the Supplier by either the
    Purchaser or Enabled Suppliers in accordance with the terms of
    this Contract. In any event Orders shall detail Product
    requirements in terms of part number (where applicable), Work
    Package Number, description, specification, quantity, Delivery
    Due Dates and price. Where Orders are placed on the Supplier by
    an Enabled Supplier payment for Product delivered in accordance
    with such Orders shall be the responsibility of and for the
    account of the Enabled Supplier.



 



    2.4.7 Forecast volume requirements shall be detailed in
    Annex 9 (Forecast Volumes)hereto. The Parties recognise
    that these forecasts are for the purpose of planning deliveries
    of contract volumes only and do not constitute Orders.




    

    7






 




    2.4.8 In the event that the Supplier believes that any of the
    Enabled Suppliers are not calling-off Product against this
    Contract the Supplier shall notify the Purchaser who will
    undertake an investigation to resolve the situation as required.



 



    2.4.9 The terms of this Article 2.4 shall be reflected in
    the contracts in place between the Purchaser and the Enabled
    Suppliers.



 



    2.4.10 With the exception of Article 3 (Effective Date,
    Duration, Extension of Duration) and Article 19
    (Termination) and those elements within Article 5
    (Financial Provisions) related to agreement of the base prices
    of the Products as defined in Appendix 2 (List of Products,
    Product Prices and Leadtimes), Enabled Suppliers shall be
    entitled to invoke all the terms of this Contract in so far as
    they relate to the Product covered by and called-off against
    this Contract.



 



    2.4.11 In the unlikely event that an Enabled Supplier’s
    payment performance is consistently unacceptable to the Supplier
    in relation to Product supplied in good faith in accordance with
    the terms of this Contract, the Supplier shall be entitled to
    approach the Purchaser to jointly review such issues and decided
    whether it is appropriate to continue with the Enabling of
    Product to such Enabled Supplier or whether alternative supply
    arrangements are required. However, the Supplier shall be
    obligated to demonstrate to the Purchaser all such alleged
    financial performance issues and actions undertaken to resolve
    such issues directly with the applicable Enabled Supplier.



 


		
	
    Article 3:  
	
    EFFECTIVE
    DATE, DURATION, EXTENSION OF DURATION




 


		
	
    3.1  
	
    Effective
    Date and Duration




 



    The Contract shall be effective from 1 January 2006 and
    will remain in force until completion of the last Procurement
    Order committed for delivery before 31 December 2015
    inclusive.



 



    With effect from 1 January 2012, in the event that the
    Purchaser is unable to meet its commitment to supply Sponge
    sufficient to enable the Supplier to produce the Material
    requirements of this Contract, the Purchaser shall pay to the
    Supplier, as liquidated damages, a sum of six dollars and sixty
    cents per kilo ($6.60 / kg) for each kilogramme of Material not
    procured during the period 1 January 2012 through
    31 December 2015 inclusive up to a maximum of sixty-two
    million, four hundred and nine thousand, six hundred US dollars
    ($62,409,600)



 


		
	
    3.2  
	
    Extension
    of Duration




 



    The Parties shall meet at the latest on 1 April 2015 to
    agree on a possible extension of the duration of the Contract.
    If for the purposes of contract extension, a re-negotiation of
    Product prices is necessary, the Parties agree that the
    reference price taken as a basis for such re-negotiations shall
    be the Product prices applicable in the last delivery year. If,
    for the purpose of the Contract extension, a re-negotiation of
    Product prices is necessary, the Parties hereby agree that such
    pricing will be mutually acceptable.



 



    Any extension of the Contract duration shall be formalised by an
    Amendment to the Contract.



 



    The obligations of each Party which are to continue to apply
    after the date of Contract expiry or termination, such as but
    not limited to those relating to Confidentiality and
    Intellectual Property and Product Liability Insurance in
    particular shall remain in force between the Parties.



 


		
	
    Article 4:  
	
    APPLICABLE
    DOCUMENTS




 


		
	
    4.1  
	
    List of
    Applicable Documents and Management of Document
    Changes




 



    In addition to the documents listed in Appendix 4 (List of
    Applicable Documents), the documents below shall be considered
    as Applicable Documents:



 



    (i) the Appendices to the Contract;




    

    8






 




    (ii) the documents transmitted by the Purchaser and neces;
    sary to the Supplier to comply with the specific manufacturing
    conditions imposed by the Purchaser, in particular the documents
    relating to specific technologies;



 



    (iii) national or international standards and legal or
    regulatory documents; all relevant documents specific to the
    activity and tasks under Supplier’s responsibility. The
    Supplier is responsible for:



 



    (a) obtaining from the publishers the national and
    international standards and all documents of a legal or
    regulatory nature;



 



    (b) for complying with all such Applicable
    Documents; and



 



    (c) for applying all revisions of such documents.



 



    The supplemental List of Applicable Documents is given in
    Appendix 4 (List of Applicable Documents).



 



    Any addition of a new document to the Applicable Documents List,
    or modification of the said List, will be notified to the
    Supplier by the submission of an amendment and an update of the
    List, in two (2) original copies, signed by the Purchaser.
    Except in the case of disagreement, the Supplier undertakes to
    return one (1) of the signed copies to the Purchaser. The
    above mentioned modification shall be applicable upon receipt of
    the signed copy by the Purchaser.



 



    The date of signing of the amendment will be regarded as date of
    revision of the List.



 



    Applicable Documents and associated updates provided by the
    Purchaser shall be transmitted to the Supplier by way of
    electronic transmission. In this case, if the List has not been
    updated and no objection is received from the Supplier within
    ten (10) business days following its transmission, the new
    issue of the said Documents shall be applicable at the end of
    the said period.



 



    Unless otherwise agreed between the Parties, the Supplier
    undertakes to comply with the recommendations included in the
    said Applicable Documents and their updates, and to apply these
    Documents at their latest issue.



 


		
	
    4.2  
	
    Persons
    Responsible for Applicable Documents




 



    The Purchaser shall appoint a person responsible for ensuring
    delivery to the Supplier of the Applicable Documents and
    associated updates, and shall communicate
    his/her name
    to the Supplier.



 



    The Supplier shall appoint a person responsible for:



 



    (i) receiving all Applicable Documents;



 



    (ii) distributing them to the different Supplier’s
    in-house departments or services; and



 



    (iii) storing them under the conditions set forth in
    Article 18.1 (Assignment) and shall communicate
    his/her name
    to the Purchaser.



 




    Article 5:  FINANCIAL
    PROVISIONS



 


		
	
    5.1  
	
    Price




 



    Individual Product prices, as specified in Appendix 2 (List
    of Products, Product Prices and Volume), are DDU IncoTerms 2000
    to any destination within North America, the United Kingdom or
    mainland Europe specified by the Purchaser, all inclusive prices
    and taxes (excluding any applicable import duties or value added
    taxes), contractual, firm and non revisable under the Contract,
    except in the following cases:



 



    (i) price revisions relating to Product technical
    modifications requested and approved by the Purchaser or
    Beneficiary Company;



 



    (ii) price reductions agreed by the Parties in pursuance of
    the provisions defined in Article 5.3 (Cost Reductions);




    

    9






 




    (iii) delivery surcharge, to be agreed on a
    case-by-case
    basis, to destinations outside of North America, the United
    Kingdom or mainland Europe.



 



    The price of each Product includes in particular all expenses
    relating to Product delivery, especially packing, packaging and
    transport of the Products to the place of delivery, as well as
    all taxes (excluding value added taxes), duties (except import
    duties), fees or other related contributions applicable in the
    Supplier’s country of origin which shall be borne by the
    Supplier and are in consideration of the minimum shipment
    quantities of one thousand kilograms (1,000 kg) for billet or
    fastener bloom or five hundred kilograms (500 kg) for all other
    Materials.



 



    The Supplier shall be responsible for the costs associated with
    the procurement of Sponge, on an Enabled Supplier basis, from
    the Purchaser’s allocated Sponge supplier as detailed in
    Appendix 10 (Raw Material Supply). Sponge shall be supplied
    in accordance with the Supplier’s Sponge Specification and
    Supplier defined packaging, transportation and logistics
    requirements. The costs of such Sponge procurement activities
    are incorporated within the Product prices detailed in
    Appendix 2 (List of Products, Product Prices and Volume)
    and the Purchaser shall not be liable for any additional costs
    incurred unless agreed in writing between the Parties.



 


		
	
    5.2  
	
    Currency




 



    The currency used for invoicing and payment purposes is the
    United States Dollar ($ US).



 


		
	
    5.3  
	
    Cost
    Reductions




 



    The Supplier and the Purchaser shall work together in a
    proactive way to develop Cost Reductions. Individual Cost
    Reduction projects made by mutual agreement between the Supplier
    and the Purchaser, will detail a minimum target two percent (2%)
    of savings and timescales for completion.



 


		
	
    5.4  
	
    Invoicing




 



    Except in the case of EDI transmission, the Supplier’s
    invoices shall be issued in three (3) original copies:



 



    (i) two (2) copies of which shall be sent “For
    the Attention of the Accounts Department” of the Plant
    issuing the Procurement Order;



 



    (ii) the third copy shall be sent imperatively with the
    Product shipping documents.



 



    Each invoice shall bear:



 



    (i) the designation, reference and quantity of the Products
    delivered, the reference number(s) of each Procurement Order;



 



    (ii) the names and addresses of the Parties;



 



    (iii) any price reduction and any statutory or legal
    indication;



 



    (iv) amount inclusive of tax, VAT amount which will be
    specified as a separate line item on all invoices; and



 



    (v) reference to this Contract Airbus/MAT/CON/353(or
    similar reference clearly identifying this agreement).



 


		
	
    5.5  
	
    Payment
    Terms




 



    Unless the Products are rejected during the Counter-Acceptance,
    the invoices shall be by wire transfer within thirty
    (30) calendar days from date of invoice.



 



    This lead time runs from the effective delivery date of the
    Product to the Beneficiary Company’s Plant.



 




    Article 6:  QUALITY



 



    The Supplier agrees to comply with the provisions of the quality
    instructions of the Purchaser and the Beneficiary Companies as
    set forth in Appendix 4 (List of Applicable Documents).




    

    10






 


		
	
    6.1  
	
    Surveillance
    by the Aviation Authorities





 



    This Contract relates to a programme placed under the
    surveillance of the Aviation Authorities. Should a surveillance
    action be instigated by the Aviation Authorities or on their
    behalf, the Supplier shall:



 



    (i) communicate to the representatives of the said Aviation
    Authorities or to the persons mandated by them, any information
    of a technical nature relating to the Procurement Orders in
    progress; and



 



    (ii) provide to the above mentioned persons or their
    representatives free access to the premises where they intend to
    carry out this surveillance action.



 



    The cost, if any, of such surveillance, and all obligations or
    consequences thereof may be negotiated between the Supplier and
    Purchaser.



 


		
	
    6.2  
	
    Conditions
    Associated with the Observance of Quality Provisions




 




    6.2.1 Qualification
    of Supplier/Product Pair



 



    6.2.1.1 Since the Supplier and the Products are qualified by the
    Purchaser and if necessary by the Beneficiary Companies for the
    manufacture of the Aerospace Related Products and Aerospace
    Related Products spare parts, and since such qualification is
    required to ensure continued airworthiness, the Supplier shall:



 



    (i) deliver all Products to the Purchaser, the Beneficiary
    Companies and the Customers in compliance with the
    specifications; and



 



    (ii) use the same manufacturing and inspection processes as
    those used in the qualification tests, unless otherwise
    agreed; and



 



    (iii) not change its production site or modify the
    Products, where the process is fixed, without the approval of
    the Purchaser; and



 



    (iv) inform the Purchaser forthwith, by registered mail
    with acknowledgement of receipt, of any event likely to affect
    the Product’s definition or the manufacturing and
    inspection processes.



 



    6.2.1.2 If the Supplier/Supplier Product qualification is
    withdrawn by the Purchaser due to acts or omissions of the
    Supplier, the Parties shall work together to resolve such issues
    in a timely manner. In the event that issues related to the
    Supplier’s qualification cannot be resolved to the
    satisfaction of the Purchaser the Purchaser reserves the right
    to terminate this Contract and all associated Orders in
    accordance with Article 19.2 (Termination for
    Supplier’s Default). In the event that issues related to
    Product qualification cannot be resolved to the satisfaction of
    the Purchaser the Purchaser reserves the right to terminate
    those provisions of this Contract specifically related to the
    affected Product and all associated Orders in accordance with
    Article 19.2 (Termination for Supplier’s Default).



 



    6.2.1.3 The Supplier undertakes to collaborate to the approval
    of its Products according to the new AIMS and ABS common AIRBUS
    specifications.



 




    6.2.2 Assessments
    and Approvals



 



    The Supplier must satisfy the assessments below, performed by
    the Purchaser or for and on behalf of the Purchaser:



 



    (i) quality system of the manufacturing site according to
    the twenty topics of PREN 9100;



 



    (ii) logistic system suited to the conditions agreed with
    the Purchaser.



 




    6.2.3 Improvement
    of the Means of Production and Organisation



 



    The Supplier shall implement all improvements of the means of
    production
    and/or
    organisation:



 



    (i) deemed necessary by the Supplier to meet Contract
    requirements under optimum conditions; or



 



    (ii) agreed jointly by the Parties.




    

    11






 





    6.2.4 Supplier’s
    Responsibility



 



    The Supplier shall be solely and entirely responsible towards
    the Purchaser for the fulfilment of its obligations pursuant to
    the Contract. The qualification, inspection and surveillance
    actions carried out by the Purchaser, the Aviation Authorities
    and/or their
    authorised representatives for the purposes of the
    Contract’s
    and/or the
    Procurement Order’s fulfilment shall not reduce or release
    the Supplier’s responsibility with respect to the Products
    manufactured and delivered to the Purchaser under the Contract.



 


		
	
    6.3  
	
    Inspection,
    Acceptance, Conformity




 



    The Purchaser shall delegate to the Supplier the responsibility
    of:



 



    (i) verifying that the Products are, before delivery, in
    conformity with the requirements defined in the Technical
    Requirement Specification and the provisions set forth in each
    Procurement Order
    and/or the
    Contract;



 



    (ii) certifying such conformity by a delivery notice
    operating as a declaration of conformity;



 



    (iii) performing the Product’s acceptance.



 



    Notwithstanding such delegation of responsibility from the
    Purchaser to the Supplier, the Purchaser reserves the right to
    perform a Counter-Acceptance of the Products delivered within
    twelve (12) business days following the date of delivery.



 



    Unless a refusal is notified by the Purchaser to the Supplier
    further to a Counter-Acceptance for one of the reasons such as
    listed below, the Products delivered shall be deemed accepted as
    of the thirteenth
    (13th)
    business day following the date of delivery.



 



    If a defect or a Non Conformity is detected on a Product during
    Counter-Acceptance, the said Product shall be returned to the
    Supplier under the conditions defined in Article 7.6.1
    (Delivery) and the provisions of Article 9 (Delay in
    Delivery) shall apply.



 


		
	
    6.4  
	
    Quality
    Performance—Non Conformity/Defect




 




    6.4.1 Indicators



 



    Product’s quality performance shall be measured using the
    indicators defined in the document of Appendix 4 (List of
    Applicable Documents).



 




    6.4.2 NCD
    Detected During Counter-Acceptance or During Installation on
    Aerospace Related Product



 



    All NCDs detected by the Purchaser during Counter-Acceptance or
    installation on the Aerospace Related Product shall be notified
    in writing to the Supplier. In this case, the Products shall be
    returned under the conditions of Article 7.6.1 (Delivery)
    to the Supplier, to be replaced within the lead times required
    by the Purchaser.



 




    6.4.3 Serious,
    Repetitive NCDs or high NCD ratio



 



    In the presence of serious, repetitive NCDs or high NCD,
    detected by the Purchaser, the Purchaser shall notify the
    Supplier of the same in writing. Upon receipt of this
    notification, the Supplier shall:



 



    (i) submit to the Purchaser for approval, within eight
    (10) business days following the notification, the
    corrective actions it intends to implement; and



 



    (ii) after obtaining the Purchaser’s approval,
    implement such corrective actions within the time period agreed
    jointly by the Parties; and



 



    (iii) verify the Products to be delivered are free from any
    NCD.



 



    In the cases described in Articles 6.4.2. and 6.4.3, the
    Purchaser shall be entitled to charge the Supplier in accordance
    with Article 9 (Delay in Delivery).




    

    12






 





    6.4.3 Information
    and Communication in Case of NCDs



 



    If NCDs are detected by the Supplier, the Supplier shall inform
    forthwith the Purchaser, or Beneficiary Company placing the
    Procurement Order, in writing, specifying the type of NCD, its
    consequences and the Products delivered affected by the said
    NCD. This information shall be communicated by the Purchaser to
    the Customers and the Aviation Authorities.



 



    Any Non Conforming Product shall be subject to a request for
    concession as per the provisions of Appendix 4 (List of
    Applicable Documents).



 



    Faulty workmanship
    and/or
    hidden defects detected after Product delivery and requiring
    concessions shall be processed according to the same procedure
    as that described in Appendix 4 (List of Applicable
    Documents), and shall have the same consequences.



 


		
	
    6.5  
	
    Keeping
    Documents Specific to the Supplier




 



    Until scrapping of the last in-service Aerospace Related Product
    on which the Product is installed, the Supplier shall preserve
    all technical documents and especially all certificates of
    conformity of the Products and technical documents relating to
    the Products, and shall present them upon the Purchaser’s
    request. The Supplier agrees not to dispose of them, in any
    manner whatsoever, without the Purchaser’s prior agreement
    in writing.



 


		
	
    6.6  
	
    Failure
    of the Quality or Logistic Systems—Serious or Repetitive
    NCDs




 



    In case of failure of the Supplier’s Quality Assurance or
    Logistic system, or in the cases mentioned in Article 6.4.3
    above, and notwithstanding any other right vested in the
    Purchaser hereunder, the Purchaser reserves the right to call
    upon the services of an audit company to perform, on the
    Supplier’s premises and at Supplier’s expenses, the
    inspection or surveillance of the failing Products or processes.



 



    Such inspection or surveillance shall cease as soon as the
    corrective measures agreed by the Parties are implemented by the
    Supplier and deemed satisfactory by the Purchaser.



 




    Article 7:  LOGISTICS



 



    The conditions under which the Supplier shall deliver the
    Products shall be governed by the provisions defined in:



 



    (i) this Article 7 defining Contract performance in
    terms of logistics;



 



    (ii) the Interchange Agreement of Appendix 5, duly
    signed;



 



    (iii) the Logistic Conditions of Appendix 3.



 


		
	
    7.1  
	
    Performance
    Conditions




 




    7.1.1 Leadtimes



 



    The lead-times for all Products covered by this Contract shall
    be subject to the agreed capacity, specified by commodity per
    year. The Supplier will provide the Purchaser’s relevant
    Plants with a monthly update on current mill lead-time however,
    subject to a rolling eighteen (18) month forecast which
    reflects future needs based upon Aircraft sales, the lead-time
    shall not exceed forty (40) weeks.



 




    7.1.2 The
    Purchaser Shall:



 



    (i) improve communication to the Supplier of long term
    forecasts by transmitting by fax,
    e-mail or
    mail the updates of the Aerospace Related Product manufacturing
    programme in which the Product is integrated on a minimum
    quarterly basis for each line item and location;



 



    (ii) ensure the forecasts are as close as possible to its
    needs;




    

    13






 




    (iii) perform, in collaboration with the Supplier, a
    feasibility study, especially in case of significant increases
    of production rates or significant change to the forecasted
    needs;



 



    (iv) inform the Supplier, in writing, of any changes in its
    organisation and of any significant events likely to cause a
    rescheduling of Product that would interfere with the Suppliers
    operations;



 



    (v) inform the Supplier, in writing, of any changes to its
    contract with the Sponge supplier which may affect the
    commercial agreement between the Purchaser and the Supplier,
    including but not limited to changes to the volume of Sponge to
    be supplied or the applicable pricing, in which event no changes
    may be implemented between the Purchaser and the Sponge supplier
    without the prior approval of the Supplier.



 




    7.1.2 The
    Supplier Shall:



 



    (i) accept and execute, for the complete duration of the
    Contract, the Procurement Orders placed in compliance with the
    terms of the Contract;



 



    (ii) implement all means and procedures necessary to ensure
    total reliability of Product deliveries;



 



    (iii) adapt its industrial device to suit the changes to
    the Aerospace Related Product manufacturing Programme
    communicated by the Purchaser;



 



    (iv) inform the Purchaser within a reasonable period of
    time, in writing of any significant changes in its organisation,
    production site and, within a reasonable period of time, of any
    event likely to cause delay or interruption of the deliveries,
    and of any exceptional measures taken in order to comply with
    contractual lead times;



 



    (v) provide monthly indicators on deliveries;



 



    (vi) participate in the logistic reviews initiated
    periodically by the Purchaser to analyse delivery performance,
    logistic problems experienced during this period and
    corresponding corrective actions.



 



    (vii) inform the Purchaser of any changes in its
    requirements for Sponge, including but not limited to
    Specification, packaging, transportation or logistics
    requirements which may require an amendment to the
    Purchaser’s contract with its Sponge supplier and in
    particular may have an impact on the purchase price of the
    Sponge, in which event no changes may be implemented between the
    Supplier and the Sponge supplier without the prior approval of
    the Purchaser.



 


		
	
    7.2  
	
    Interchange
    Agreement




 



    It is the intention of the Purchaser to promote and develop
    procurement methods through EDI. Consequently, the Supplier
    commits to collaborate with the Purchaser for possible
    implementation of such methods, upon corresponding terms and
    conditions to be mutually agreed.



 


		
	
    7.3  
	
    Procurement
    Methods




 



    The Purchaser shall place Procurement Orders in compliance with
    the terms of the Contract.



 



    The Procurement Orders may be communicated to the Supplier using
    either of the following methods:



 



    (i) Procurement Orders in the form of purchase orders;



 



    (ii) Procurement Orders transmitted by EDI.



 



    Irrespective of the method used, a Procurement Order shall
    specify for each type of supply the reference, the quantity, the
    date and the place of delivery. In addition, each Procurement
    Order shall conspicuously reference
    RTI/EADS
    Contract Airbus/MAT/CON/353.



 




    7.3.1 Procurement
    Orders in Form of Purchase Orders



 



    In addition to the above, the Parties agree that any change to
    an order shall be made under the conditions defined in
    Article 17 (Contract Amendment).




    

    14






 





    7.3.2 Procurement
    Orders by EDI



 



    The Purchaser shall communicate to the Supplier, by EDI,
    Procurement plans and Delivery calls such as defined below.



 




    7.3.2.1 Procurement
    Plans



 



    These are comprised of two parts:



 



    (i) one part referred to as “flexible horizon”
    (FH) corresponding to the Purchaser’s forecasted needs for
    a given period of time. The Purchaser undertakes to order the
    total quantity specified in the FH part. The Supplier agrees
    that the delivery dates specified in this FH part may vary
    depending on the changes to the Purchaser’s needs.



 



    (ii) another part referred to as “provisional
    horizon” (PH) corresponding to the Purchaser’s
    forecasted needs beyond the period of time defined in the FH
    part. The Supplier agrees that the forecasts of the PH part do
    not imply any undertaking by the Purchaser in terms of
    quantities and lead times; they simply enable the Supplier to
    plan its production and provisioning operations.



 




    7.3.2.2 Delivery
    Calls



 



    They correspond to Procurement Orders for a firm delivery in
    terms of quantity and lead time, to an agreed place and
    according to a delivery cycle specified in the Logistic
    Conditions. A Delivery Call may be issued out of the Procurement
    Plan.



 




    7.3.2.3
    Maximum Period of Time Between Two Procurement Plans
    (PP)



 



    Apart from exceptional cases, the maximum period of time between
    two Procurement Plans has to be agreed between the Parties.



 


		
	
    7.4  
	
    Acceptance
    of Procurement Orders




 



    Subject to comply with the terms and conditions of this
    contract, Procurement Orders placed by way of purchase orders
    shall be deemed accepted without reservation by the Supplier at
    the latest fifteen (15) business days following their
    dispatch, if no refusal or reservation is notified by the
    Supplier within this period, including if no acknowledgement of
    receipt is received.



 



    For Procurement Orders placed by EDI, they shall be deemed
    accepted at a time to be specified in the Interchange Agreement.



 


		
	
    7.5  
	
    Agreed
    Procurement Method




 



    The Logistic Conditions specify the procurement method agreed
    between the Parties and the logistic data exchanged.



 


		
	
    7.6  
	
    Clauses Common
    to the Two Procurement Methods




 




    7.6.1 Delivery



 



    On the Delivery Date specified in the Procurement Order, the
    Products shall be delivered DDU as per the IncoTerms 2000 by the
    carrier designated by the Supplier, to the place indicated in
    the Procurement Order. In a case of defect or Non Conformity of
    a Product delivered to the Purchaser, or in a case of excess
    Products delivery, the Purchaser, after notifying the Supplier
    in writing, shall return the Products, the costs and risks
    associated with the transport of the Product from a Plant to the
    Supplier’s factory and back shall be borne by the Supplier.




    

    15






 





    7.6.2 Product
    Delivery Leadtimes



 



    The Delivery Dates specified in the Procurement Order are
    binding and determine the date of arrival of the Product to the
    place of delivery indicated in the Procurement Order, provided
    such dates are within the agreed forty (40) week maximum
    limit or as otherwise mutually agreed to in writing between the
    Supplier and Purchaser.



 



    The Supplier shall notify the Purchaser in writing, within
    fifteen (15) business days, of any event likely to delay
    the deliveries, and shall propose new Product delivery lead
    times as soon as practical thereafter.



 



    Depending on the facts reported and the retrofit plans set up,
    the Purchaser shall decide whether or not it will grant an
    extension of the delivery lead time, and hence a modification of
    the delivery terms defined in the Procurement Order concerned.



 



    Modification of the delivery terms shall be granted to the
    Supplier only for a delay not due to Supplier’s default or
    negligence.



 



    For the time of its duration, the sole effect of a delivery lead
    time extension shall be to avoid the application of the
    penalties for late delivery under Article 10 (Delay in
    Delivery) and the risk of Contract termination for
    Supplier’s default under the conditions set out in
    Article 19 (Termination).



 




    7.6.3 Documents
    Accompanying Products Deliveries



 



    The original of the declarations
    and/or
    certificates of conformity
    and/or of
    airworthiness shall be provided with all Product deliveries.
    Each Product delivery shall be formalised by a delivery notice
    issued in duplicate and bearing in particular the following
    information:



 



    (i) the Procurement Order number;



 



    (ii) the place of delivery;



 



    (iii) the quantities delivered.



 




    7.6.4 Packing
    and Packaging



 



    The Supplier shall comply with the Purchaser’s and
    Beneficiary Company’s requirements and instructions in
    force at the time of delivery.



 




    7.6.5 Risk
    Transfer, Title Transfer, Retention of Property
    Title



 



    The risks of loss and damages shall be transferred from the
    Supplier to the Purchaser in accordance with the IncoTerm
    defined in Article 7.6.1 above, except if the said loss or
    damages result from the non fulfilment by the Supplier of one of
    the packing and packaging obligations, or are due to the
    Supplier’s negligence.



 



    Transfer of the property title of the Products delivered by the
    Supplier to the Purchaser shall be effective upon acceptance of
    the said Products by the Purchaser, provided such acceptance
    shall take place within five(5) business days of delivery of the
    Product.



 




    Article 8:  HAZARDOUS
    MATERIALS AND GOODS



 



    The Supplier shall comply with the applicable regulations in
    force in the European Union and in such a country in which the
    Plant has its domicile. For deliveries in France, the following
    regulations will apply:



 



    (i) “ADR”: refers to the European agreement on
    international road transport of hazardous goods, and the French
    by-law (“arrêté”) of
    December 17, 1998 referred to as “ADR by-law”;



 



    (ii) “IATA”: refers to the regulations of the
    International Air Transport Association on air transport of
    hazardous goods, and the French by-law of May 12, 1997;



 



    (iii) “RID”: refers to the regulations concerning
    international rail transport of hazardous goods, and the French
    by-law of December 17, 1998 referred to as “RID”;




    

    16






 




    (iv) “IMDG”: refers to the international code for
    sea transportation of hazardous goods, and the French by-law of
    January 27, 1999;



 



    (v) “Hazardous Material”: refers to the goods,
    preparations, materials or equipment having a content of
    substances likely to harm individual health, the environment and
    the goods, for their whole life cycle and whose dangerousness
    classification may change over time.



 



    Should the Product be classified as a Hazardous Material, and
    depending on the mode of transport agreed with the Purchaser,
    the Supplier shall comply, without reservation, with the ADR,
    IATA, RID and IMDG regulations in force.



 




    Article 9:  DELAY
    IN DELIVERY



 



    Should the required Delivery Date not be met, as agreed in the
    appropriate delivery schedule, and except in case of “Force
    Majeure” or excusable delays, the Supplier shall be
    automatically deemed to have a Delay in Delivery without any
    reminder being required from the Purchaser. Excusable delays
    include, but are not limited to, reschedules at the direction of
    the Purchaser, Sponge supply related issues which are caused by
    a material breach by the Sponge supplier of its agreement with
    the Purchaser, war, riot, acts of government, fires, floods,
    epidemics, quarantine restrictions, freight embargoes, strikes,
    labor disputes, unusually severe weather and unforeseen
    equipment breakdowns.



 



    In event of a Delay in Delivery that is not excusable, the
    Purchaser shall be entitled to claim one percent (1%) of the
    sales price per week late, up to an agreed price of ten percent
    (10%) of the value of the overdue Product and respecting a grace
    period of ten (10) business days.



 



    In addition, the Supplier undertakes to build up buffer stocks
    in Europe likely to prevent any risk of shortages.



 




    Article 10:  WARRANTIES



 



    The Supplier warrants to the Purchaser that all Materials
    supplied are:



 



    (i) Free from defects in raw materials;



 



    (ii) Free from defects in workmanship, including without
    limitation manufacturing processes utilised by the Supplier;



 



    (iii) Free from defects arising from the Supplier’s
    failure to conform to the Technical Requirement Specifications.



 



    For the purpose of this Contract, the warranty period for all
    Products supplied shall be thirty six (36) months
    commencing from the date of delivery of the Product to the
    Purchaser. The warranty base shall cover the costs of all
    necessary rework or replacement as well as all reasonable
    manufacturing cost of the Purchaser, to be mutually agreed upon
    provision of written justification by Purchaser, if replacement
    is required.



 




    Article 11:  OFFSET,
    SALES PROMOTION



 



    The Supplier agrees to support the Purchaser, for the purposes
    of this Article 11 including the EADS Group and the
    Beneficiary Companies, in fulfilling its/their present and
    future offset obligations. The Lead Buyer will be responsible
    for co-ordinating all requests and additional requirements
    regarding offset on behalf of EADS and the Beneficiary Companies.



 



    When applicable and no more than twice per calendar year, the
    Purchaser shall inform the Supplier of it’s offset
    requirements. Upon request, the Supplier shall submit to the
    Purchaser within one calendar month of the original request a
    programme that meets this offset requirement.



 



    Such support from the Supplier shall include:



 



    (i) On the request of the Purchaser the Supplier shall
    provide the aggregate total value of goods purchased and
    companies purchased from in the country specified by the
    Purchaser which may be used for offset purposes by EADS. The
    total value of offset purchases made by the Supplier in the
    manufacture of the




    

    17






 




    Product for this contract in the specified country shall be
    retained solely for use in the fulfilment of the offset
    obligations of the EADS Group.



 



    (ii) With the exception of the sourcing of Sponge and
    applicable pricing, which shall be the responsibility of the
    Purchaser, the Supplier is solely responsible for all
    procurement activities related to the purchasing of goods
    and/or
    services necessary for the manufacture and supply of the
    Products from accredited companies approved by the Supplier.
    Such responsibility is subject to, but not limited to, the
    commercial viability, performance, technical competence,
    statutory legal restrictions, contractual restrictions with
    existing suppliers and production capacity of the company
    measured at the Suppliers discretion.



 



    Subject to Article 11 (ii) above, the Supplier shall
    co-operate and work with the Purchaser to make available a
    target offset value of 5% of the total sales revenue from this
    contract with the Purchaser in countries specified by the
    Purchaser.



 



    The Supplier shall inform the Purchaser of any future investment
    plans in any country which could be used to fulfil this offset
    requirement provided that information is in the public domain or
    is covered by an additional confidentiality agreement.



 



    The Purchaser shall assist the Supplier, if so requested by the
    Supplier, to identify suppliers for goods
    and/or
    services in offset countries.



 



    The Supplier agrees to support the Purchaser in obtaining the
    necessary offset credit acceptances for the purchases in the
    offset country.



 




    Article 12:  NOTIFICATION



 



    Any notification, invoice or correspondence to be given under
    this Contract
    and/or any
    Procurement Order, shall be in writing in English and delivered
    by hand or sent by the appropriate means to the addresses below
    or any other address notified in writing to the relevant Party.



 



    (i) All matters related to this Contract, its amendments
    and its administration shall be communicated between the EADS
    Lead Buyer and the Supplier. For information purposes, at the
    time of signature of this contract, the following are the points
    of contact:



 


	 	 	 
	

    Purchaser


	
 
	
    Supplier

	

    Antoine GAUGLER
    


	
 
	
    David Hall
    

	

    EADS Lead Buyer
    


	
 
	
    Managing Director
    

	
 
	
 
	
    Airbus SAS RTI Europe Limited
    

	

    31060 Toulouse Cedex,
    France


	
 
	
    Riverside Estate, Fazeley,
    Tamworth, Staffordshire  B78 3RW, ENGLAND

	

    (+33-
    561-93-57-21
    


	
 
	
    +44-1827-262266
    

	

    Copy to:
    


	
 
	
    Dawne S. Hickton,
    

	
 
	
 
	
    General Counsel,
    

	
 
	
 
	
    RTI International Metals, Inc.
    

	
 
	
 
	
    1000 Warren Avenue, Niles,
    Ohio

	
 
	
 
	
    44446, USA

	
 
	
 
	
    +1-330-544-7818
    

	
 
	
 
	
    Fax: 1 330-544-7701
    









 



    (ii) For any notification or communication in connection
    with the Procurement Orders:



 



    For the attention of the Logistic Department of the Beneficiary
    Company issuing the Procurement Order, whose postal address is
    indicated in the said Procurement Order;




    

    18






 




    (iii) For any notification or communication in connection
    with the invoices
    and/or their
    payment:



 



    For the attention of the Accounts Department of the
    Beneficiary Company concerned whose address is indicated in each
    Procurement Order.



 




    Article 13:  CIVIL
    LIABILITY, INSURANCE



 


		
	
    13.1  
	
    Civil
    Liability




 



    Unless otherwise specified in the Contract, the repair cost of
    damages caused by either Party during Contract performance shall
    be borne as follows:



 



    13.1.1 For Indemnification of Damage to the Personnel of
    Either Party:  Damages of any nature whatsoever to
    the personnel of the Purchaser or the Supplier shall be borne by
    each Party respectively even if the other Party is liable for
    the said damages, except in a case of gross negligence. These
    provisions are limited to the relationship between the Parties
    and do not prejudice the rights and legal actions which the
    accident victims, their successors, the Social Security
    Administration and the welfare organisations are entitled to
    exercise.



 



    13.1.2 For Indemnification of Damage Caused by Either Party
    to the Personnel of a Third Party:  Damages of any
    nature whatsoever caused by either Party to the personnel of a
    third party shall be settled in compliance with the rules of law.



 



    13.1.3 For Indemnification of Damage Caused by a Party to the
    Real Property and Movable Goods Property of the Other Party or a
    Third Party:  Damages of any nature whatsoever
    caused by a Party to the real property and movable goods
    property of the other Party or a third party shall be settled in
    compliance with the rules of law.



 



    The Supplier shall be solely responsible for its Products and
    the fulfilment of its manufacturing obligations.



 



    The Supplier performing work on the Purchaser’s premises
    shall provide in relation to the personnel dedicated to the said
    work:



 



    (i) a certificate stating that the personnel is employed in
    compliance with the labour law provisions;



 



    (ii) if applicable, a certificate stating that the foreign
    personnel is authorised to carry out a professional activity in
    France.



 


		
	
    13.2  
	
    Insurance




 




    13.2.1 Insurance
    Policies to be Subscribed



 



    On the date of coming into force of the Contract or before the
    start of the work performed on the Purchaser’s premises,
    the Supplier shall communicate to the Purchaser the insurance
    certificates covering:



 



    (i) General and Professional Civil Liability;



 



    (ii) damages to the goods or aircraft entrusted (Civil
    liability—damages to third parties due to the goods or
    aircraft entrusted and damages to the goods or aircraft
    entrusted);



 



    (iii) Product Civil Liability after delivery and grounding;



 



    In the last two cases, the Supplier shall be entitled, subject
    to the prior insurers’ approval and against payment of a
    premium, to adhere to the insurance policies subscribed by the
    Purchaser for and on behalf of the Purchaser.



 



    The insurance certificates shall mention the amount of the
    warranties and designate the Purchaser as the direct beneficiary
    of the indemnities in the case of damages to its property,
    without any option for deduction from the said indemnities of
    the franchise applicable to the Supplier.



 



    Under no circumstances shall the franchises applicable to the
    Supplier be enforceable against the Purchaser.




    

    19






 




    The Supplier shall be under the obligation to declare to the
    Purchaser any accident within forty eight (48) hours
    following its occurrence, or within twenty four (24) hours
    of Supplier’s knowledge of such occurrence, it being
    specified that any forfeiture opposed by the insurers against
    the Supplier due to its activity will imply the obligation for
    the Supplier to bear the full cost of the prejudice.



 



    The Supplier shall obtain from its insurers full adhesion to the
    provisions below.



 




    13.2.2 Damage
    to Goods and Aircraft Entrusted by the Purchaser



 



    The terms “Property entrusted” covers all goods or
    aircraft leased or entrusted to the Supplier for the performance
    of the work ordered.



 



    For damages to property and aircraft entrusted, the Purchaser
    shall indemnify and hold harmless the Supplier, except in cases
    of wilful damages, gross negligence or wilful misconduct, beyond
    two hundred thousand Euros (€200,000) per claim for
    property entrusted by the Purchaser, and beyond three hundred
    thousand Euros (€300,000) per claim for aircraft entrusted
    or work performed on the aircraft. The Supplier shall be solely
    responsible for subscribing an insurance to cover the property
    and aircraft entrusted for this amount (or their real value if
    the latter is less than the above threshold). This insurance
    shall cover the property and aircraft entrusted for their value
    as new, against all types of insurable risks or damages.



 



    However, if the Supplier holds an insurance the amount of which
    is higher than the above-mentioned amount, it shall notify the
    Purchaser of the said insurance and shall not reduce its
    insurance cover, whose amount shall be the limit of its
    liability.



 



    The Supplier will notify the Purchaser of any accident within
    twenty four (24) hours following its occurrence, it being
    specified that any forfeiture opposed by the insurers and due to
    the Supplier shall imply for the Supplier the obligation to bear
    the full cost of the claim.



 



    For any land motor vehicle such as (the list is not exhaustive)
    lifting or handling equipment, pallet trucks, tow motors, lift
    trucks, etc., entrusted or leased by the Purchaser, the Supplier
    will subscribe a Civil Liability insurance policy covering
    damages to third parties, replacing by subrogation, if
    applicable, the Purchaser’s insurance cover should the
    Purchaser’s insurance policy be activated.



 




    13.2.3 Damage
    to Goods Entrusted by the Supplier



 



    The Supplier and its insurers declare they waive any recourse
    they would be entitled to exercise against the Purchaser and its
    insurers following any damage that may affect the
    Supplier’s movable goods, irrespective of the nature and
    origin of the damages, except in a case of wilful misconduct by
    the Purchaser.



 




    13.2.4 General
    and Professional Civil Liability for Work Performed on the
    Purchaser’s Premises



 



    The Supplier shall provide evidence of the subscription of a
    Civil Liability insurance policy covering the damages caused to
    the Purchaser as a result of the presence of the Supplier’s
    employees on the Purchaser’s premises.



 



    This insurance shall cover an unlimited amount for body damages
    and, in the case of consequential material and immaterial
    damages, a cover at least equal to three million Euros
    (€3,000,000) per claim, beyond which sum the
    Purchaser’s insurers will not exercise any recourse against
    the Supplier.



 



    Any malicious act, gross negligence, inexcusable fault or wilful
    misconduct, will prevent the Supplier from benefiting of the
    foregoing waiver.



 



    The Supplier and its insurers agree to waive the right of
    recourse they would be entitled to exercise against the
    Purchaser and its insurers following any claim involving the
    Purchaser’s Civil Liability, except in a case of wilful
    misconduct by the Purchaser.



 




    13.2.5 Product
    Civil Liability After Delivery



 



    The Supplier shall subscribe an insurance for an amount at least
    equal to one hundred and fifty million Euros (€150,000,000)
    per event and per year of insurance to cover its liability for
    damages occurring after performance of




    

    20






 




    its services
    and/or
    Products delivery pursuant to the Contract which are connected
    to the said services
    and/or
    Products, and more generally for all consequences that may
    legally be claimed against the Supplier.



 



    This insurance limitation does not constitute a limitation of
    the Supplier’s civil liability amount after delivery to the
    Purchaser or any third party.



 




    Article 14:  ACCESS
    TO SUPPLIER’S PREMISES, AUDITS, INFORMATION



 



    The Purchaser’s representatives will have access during
    working days and hours, subject to reasonable advance notice:



 



    (i) to the premises where the Products are manufactured,
    whether these are the Purchaser’s premises or those of the
    Purchaser’s subcontractors;



 



    (ii) to all technical documentation relating to the
    Contract, especially to the Industrial Dossier relating to the
    Product manufacturing industrial process, subject to compliance
    with the conditions of Article 16.1 (Confidentiality);



 



    (iii) the right, with the Supplier’s assistance, to
    check the Product manufacturing progress status up to and
    including the Product acceptance tests performed on the
    Supplier’s premises.



 



    The representatives of the Aviation Authorities or their
    delegates, as well as the Customers’ representatives shall
    have:



 



    (i) access during working days and hours to the premises
    where the Products are manufactured, whether these are the
    Purchaser’s premises or those of the Purchaser’s
    subcontractors, subject to previous agreement
    and/or the
    presence of Purchaser’s representatives, and with
    reasonable advance notice;



 



    (ii) the right, with the Supplier’s assistance, to
    monitor Product manufacture up to their acceptance on the
    Supplier’s premises.



 



    For this purpose, the Supplier shall help and facilitate the
    issuance of all necessary authorisations to access its factories
    and those of its subcontractors.



 



    Subject to compliance with the conditions of Article 16.1
    (Confidentiality), the Supplier shall provide access to all
    information of any nature whatsoever necessary for the
    performance of quality, logistic or financial audits by
    Purchaser’s representatives or third parties duly
    authorised by the Purchaser.



 



    The Supplier shall communicate annually to the Purchaser its
    balance sheet and annual report.



 




    Article 15:  PUBLICITY



 



    Except as required by law or regulation, neither Party shall use
    the other Party’s name, the name of the Aerospace Related
    Product, or the name of the Products specific to the Purchaser
    or Supplier for publicity or commercial purposes,
    and/or for
    the promotion of its own image, or any other type of publicity,
    without the other Party’s previous written agreement.



 



    Moreover, neither party shall exhibit or distribute to third
    parties the Items specific to the other Party, except with that
    Party’s authorisation in writing.



 



    In addition, it must be noted that no publicity is authorised,
    even for internal corporate purposes, in the case of suspension
    or withdrawal of the qualification by the Purchaser, or in the
    case of Contract termination for Supplier’s default, except
    as required by law or regulation. If this Contract is determined
    to be a material contract to Supplier’s business under
    U.S. Securities laws, Supplier will abide by the public
    disclosure requirements of such laws but will take all available
    precautions to seek confidential treatment of the contract by
    the U.S. Securities and Exchange Commission.



 



    It is expressly agreed that the Supplier may make public
    announcement of this contract upon execution.




    

    21






 





    Article 16:  INTELLECTUAL
    PROPERTY



 


		
	
    16.1  
	
    Confidentiality




 



    The Parties agree to keep confidential for the whole duration of
    the Contract and ten (10) years after its expiry
    and/or
    termination, the confidential information of any nature or form
    whatsoever made available to each other in the course of
    pre-contractual negotiations and Contract performance.



 



    Each Party shall secure for the benefit of the other Party the
    assurance that the personnel of each Party will observe the
    confidential nature of the said information for the same ten
    (10) years after the Contracts expiry
    and/or
    termination. Confidential information shall include commercially
    sensitive information such as, but not limited to, quantities,
    build rates, corresponding aeroplane programme, pricing and
    cost, as well as all technological information including
    manufacturing techniques, product application, information
    regarding the aeroplane itself or aeroplane sub-components.



 



    The confidentiality obligation shall remain valid as long as:



 



    (i) the information does not belong to the public domain;



 



    (ii) the respective Party has not given its prior approval
    in writing as to such disclosure.



 



    The confidentiality obligation shall not apply to information:



 



    (i) which is publicly known to belong to the public domain
    at the time of disclosure;



 



    (ii) which is known legitimately by a Party prior to
    disclosure, providing however an evidence can be provided by the
    disclosing Party through supporting documents duly dated;



 



    (iii) which is communicated legitimately by a third party
    to the disclosing Party.



 


		
	
    16.2  
	
    Infringement




 



    The Supplier shall indemnify and hold harmless the Purchaser
    from and against any third party claims relating to the
    intellectual property of Products delivered to the Purchaser
    under this Contract, and shall bear all consequences and
    financial sanctions that may result from the said claims for the
    Purchaser.



 



    Moreover, the Supplier shall, at its own cost, either obtain the
    right for the Purchaser to continue using the Products
    delivered, or replace or modify the said Products so they cease
    to constitute an infringement, while ensuring the functions
    defined initially by the Parties, or, if the foregoing is not
    feasible take back and replace the Products delivered by
    equivalent Products approved by the Purchaser, without prejudice
    to the damages that may be claimed to compensate the prejudice
    sustained by the Purchaser.



 



    In addition, the Supplier hereby declares that any delivery to
    the Purchaser corresponds, for the Products delivered, to the
    exhaustion of its intellectual property rights for all countries
    in the world and that, consequently, no infringement action
    shall be taken against the Purchaser, its intermediaries and its
    Customers for the possession, use, repair, import
    and/or
    putting on the market of one of the Products delivered by the
    Supplier to the Purchaser under this Contract.



 



    For the purposes of this Article 16.2 the definition of
    Sponge shall specifically exclude Titanium Ingot which may be
    manufactured and supplied by the Purchaser’s Sponge
    supplier. The Supplier shall indemnify and hold harmless the
    Purchaser from and against any third party claims relating to
    the intellectual property of Sponge, procured by the Supplier
    under this Contract on an Enabled Supplier basis against the
    Purchaser’s contract for Sponge, and shall bear all
    consequences and financial sanctions that may result from the
    said claims for the Purchaser.



 



    This warranty of quiet enjoyment (“garantie
    d’éviction”) and the associated obligations
    shall remain effective as long as one of the Aerospace Related
    Products delivered is operated by the Purchaser.




    

    22






 





    Article 17:  CONTRACT
    AMENDMENT



 



    Any modification to any terms of this Contract
    and/or of a
    Procurement Order shall be formalised by an amendment signed by
    duly authorised representative(s) of each of the Parties hereto.



 




    Article 18:  ASSIGNMENT



 



    This Contract has been concluded intuitu personae between
    the Purchaser and the Supplier. The rights
    and/or
    obligations of a Party under this Contract shall under no
    circumstances be assigned or transferred, or be the subject of a
    novation, delegation, in whole or in part, without the prior
    written consent of the other Party; such consent shall not be
    unreasonably withheld.



 




    Article 19:  TERMINATION



 


		
	
    19.1  
	
    Termination
    for Force Majeure




 



    If, by reason of Force Majeure, either Party cannot resume
    normal fulfilment of its obligations within six
    (6) calendar months following the date of notification of
    the said event, this Contract
    and/or
    Procurement Orders in progress may be terminated automatically
    by the other Party without liability for direct or consequential
    damages. The termination notice shall specify the effective
    termination date. As of the effective termination date, the
    Parties shall proceed to the termination account in accordance
    with the provisions of Article 19.4 (Termination Account).



 


		
	
    19.2  
	
    Termination
    for Supplier’s Default




 



    In case of Supplier’s non compliance or non fulfilment, in
    whole or in part, of any of its obligations pursuant to this
    Contract
    and/or a
    Procurement Order for reasons other than those due to a case of
    Force Majeure, the Purchaser may, after formal notice sent by
    registered mail with acknowledgement of receipt remaining
    without effect after sixty (60) calendar days, terminate
    automatically, for Supplier’s default, the Contract
    and/or
    Procurement Orders in progress, in whole or in part, without
    prejudice to the damages the Purchaser would be entitled to
    claim as an indemnification for the damage sustained.



 



    The notification shall specify the effective date of
    termination. As of the effective termination date, the Parties
    shall proceed to the termination account in accordance with the
    provisions of Article 19.4 (Termination Account). If:



 



    (i) after initiation of insolvency proceedings against the
    Supplier, the receiver or the Supplier, with the authorisation
    of the insolvency judge (“juge-commissaire”),
    decides not to continue this Contract
    and/or
    Procurement Order fulfilment; or



 



    (ii) after initiation of liquidation proceedings due to
    discontinuance of all business by the Supplier or obvious
    incapacity of the Supplier to redress the company:



 



    the Purchaser shall be entitled to terminate forthwith this
    Contract
    and/or
    Procurement Orders in progress in whole or in part, by
    registered mail with acknowledgement of receipt, without
    compensation to the Supplier. As of the effective termination
    date, the Parties shall proceed to the termination account in
    accordance with the provisions of Article 19.4 (Termination
    Account).



 



    In the case set forth in Article 20 (Modification of
    Supplier’s Legal Situation), the Purchaser shall be
    entitled to terminate automatically this Contract
    and/or
    Procurement Orders without compensation to the Supplier by
    registered mail with acknowledgement of receipt. The
    notification shall specify the effective termination date. As of
    the effective termination date, the Parties shall proceed to the
    termination account in accordance with the provisions of
    Article 19.4 (Termination Account).



 


		
	
    19.3  
	
    Termination
    for Purchaser’s Default




 



    In the case of Purchaser’s non compliance or non
    fulfilment, in whole or in part, of any of its obligations
    pursuant to this Contract
    and/or
    Procurement Order for reasons other then those due to a case of
    Force Majeure, the Supplier may, after formal notice sent by
    registered mail with acknowledgement of receipt remaining
    without effect for sixty (60) calendar days, terminate
    automatically, for the Purchasers default, the Contract
    and/or
    Procurement




    

    23






 




    Orders in progress, in whole or in part, without prejudice to
    the damages the Supplier would be entitled to claim as an
    indemnification for the damages sustained.



 



    The notification shall specify the effective date of
    termination. As of the effective termination date, the Parties
    shall proceed to the termination account in accordance with the
    provisions of Article 19.4 (Termination Account). If:



 



    (i) after initiation of insolvency proceedings against the
    Purchaser, the receiver or Purchaser, with the authorisation of
    the insolvency judge (“juge-commissaire”),
    decides not to continue this Contract
    and/or
    Procurement Order fulfilment; or



 



    (ii) after initiation of liquidation proceedings due to
    discontinuance of all business by the Purchaser or obvious
    incapacity of the Purchaser to redress the company;



 



    the Supplier shall be entitled to terminate forthwith this
    Contract
    and/or
    Procurement Orders in progress in whole or in part, by
    registered mail with acknowledgement of receipt, without
    compensation to the Purchaser. As of the effective termination
    date, the Parties shall proceed to the termination account in
    accordance with the provisions of Article 19.4 (Termination
    Account).



 



    In the case set forth in Article 20 (Modification of
    Supplier’s Legal Situation), the Supplier shall be entitled
    to terminate automatically this Contract
    and/or
    Procurement Orders without compensation to the Purchaser by
    registered mail with acknowledgement of receipt. The
    notification shall specify the effective termination date. As of
    the effective termination date, the Parties shall proceed to the
    termination account in accordance with the provisions of
    Article 19.4 (Termination Account).



 


		
	
    19.4  
	
    Termination
    Account




 



    As of the effective termination date, the Supplier shall cease
    all operations relating to this Contract and the Procurement
    Orders so terminated, in its plants and in the plants of its own
    suppliers and subcontractors. The Supplier shall send
    immediately to the Purchaser a status report for the Products in
    progress, accompanied with all necessary justification documents.



 



    The termination account shall not include any expenses
    corresponding to Product manufacturing activities subsequent to
    the date of notification of termination, and shall be presented
    as follows:



 



    (i) At Supplier’s Debit:



 


			
	 	    • 
	
    the amounts already paid to the Supplier by the Purchaser for
    the Products delivered before the effective termination date,

	 
	 	    • 
	
    the amount of the penalties due and not paid by the
    Supplier, and

	 
	 	    • 
	
    if the termination is due to Supplier’s default:

	 
	 	    • 
	
    the amount of the expenses incurred by the Purchaser to remedy
    the Supplier’s default, including but not limited to
    expenses relating to the transfer of manufacturing to the
    Purchaser’s plants or to the plants of another supplier,
    change of site, transfer, installation and adaptation of tools
    if applicable.

	 
	 	    • 
	
    damages for all prejudices caused directly or indirectly to the
    Purchaser as a result of the termination.




 



    (ii) At Supplier’s Credit:



 


			
	 	    • 
	
    the contractual value of the Products manufactured and not
    delivered, after performance of the acceptance inspections
    within the limits of the production plan derived from the
    contractual delivery lead times and cycles;

	 
	 	    • 
	
    in the event of purchase by the Purchaser, the value of the
    Products in progress calculated according to the progress status
    on the basis of the contractual price, within the limits of the
    above-mentioned production plan, subject to compliance with the
    Quality requirements;

	 
	 	    • 
	
    the price of the procurements kept by the Supplier if any, for
    the purpose of performing the Procurement Orders terminated, if
    the Supplier cannot use them subsequently to meet third party
    needs.





    

    24






 



 



    The Supplier shall under no circumstances, under the terms of a
    termination account, receive any amount higher than the amount
    that would have been payable to it in the case of full execution
    of the Procurement Orders, or damages.



 



    The Purchaser and the Supplier shall carry out a termination
    inventory on the stocks, of raw materials, parts, equipment and
    tools. In this respect, the Purchaser shall instruct the
    Supplier to deliver or not to deliver, as appropriate, the items
    listed in the inventory.



 




    Article 20:  MODIFICATION
    OF SUPPLIER’S LEGAL SITUATION



 



    The Parties shall inform each other of any significant
    modification that may occur in the composition of the company
    capital such as changes in majority shareholding, merger,
    absorption as well as any court decision initiating insolvency
    proceedings.



 



    The Parties shall inform each other of any acquisition of
    shareholding, even in the case of a minority shareholding, by
    any company in the aerospace and defence sector, competing with
    the other party.



 



    If a third party acquires control, directly or indirectly, of
    the Supplier’s company the said third party shall guarantee
    the performance of this Contract and associated Procurement
    Orders and assume full and joint responsibility for the
    Supplier’s contractual obligations by an undertaking
    notified in writing to the Purchaser.



 




    Article 21:  FORCE
    MAJEURE



 



    A Party (“Party Affected”) shall not be held
    responsible for the non fulfilment of its contractual
    obligations due to an event of Force Majeure, i.e. an
    unforeseeable, irresistible event beyond the control of the
    Party. In this case, except in the case of a strike, subject to
    Article 21.2 here below, the contractual obligations of the
    Party Affected shall be suspended as of the date of receipt of
    the notification by the other Party.



 



    The notification and all supporting documents demonstrating the
    reality of such an event shall indicate in particular the
    foreseeable date of return to satisfactory performance of the
    Contract
    and/or
    Procurement Orders concerned, as well as the measures taken to
    remedy the consequences of the event of Force Majeure. The Party
    Affected shall keep the other Party regularly informed of the
    evolution of the situation.



 



    As soon as the hindrance due to the case of Force Majeure ceases
    to exist, and subject to the provisions of Article 19.1
    (Termination for Force Majeure), the Party Affected shall inform
    the other Party forthwith and the suspended contractual
    obligations shall resume for the remaining duration of this
    Contract
    and/or
    Procurement Orders.



 



    Any case of Force Majeure not notified in writing within fifteen
    (15) business days following its occurrence shall not vest
    in the Party claiming the case of Force Majeure the right to
    enforce this Article 21.



 



    In the event of a strike at either Party’s manufacturing
    facilities, the Party affected by the strike shall:



 



    (i) advise the other Party within five (5) business
    days;



 



    (ii) make its best endeavour to comply with delivery
    schedules in force when the strike began;



 



    (iii) in the event that the original delivery schedule will
    be affected by the strike, provide a recovery plan to be
    mutually agreed by both Parties within fifteen
    (15) business days from the notification of the strike.



 




    Article 22:  PRECEDENCE



 



    In the event of any ambiguity or conflict arising between the
    terms of the different contractual documents below, the order of
    precedence between all such terms shall be as follows:



 



    (i) the terms of this Contract with the exception of those
    defined in the Appendices;



 



    (ii) the terms of the Appendices;



 



    (iii) the terms of the Procurement Orders.




    

    25






 




    Specific technical and/or quality requirements of each
    Beneficiary Company, owing to the different nature of each
    Beneficiary Company’s business, shall be more closely
    defined in the Procurement Order. Should a technical/quality
    conflict exist between the terms of this contract and the
    Procurement Order, then the Procurement Order shall have
    precedence and this precedence shall relate to that technical /
    quality issue only and shall be valid for the duration of the
    specific Procurement Order only.



 




    Article 23:  SEVERABILITY



 



    Should any of the provisions of this Contract is found by a
    Court to be void or unenforceable, the Parties shall negotiate
    in good faith and agree, within a period of two (2) months
    commencing on the date of the said Court decision, the terms of
    a provision which has the same economic and commercial effect as
    the provision so found to be void or unenforceable. The new
    provision shall be integrated in this Contract in accordance
    with the provisions of Article 17 (Contract Amendment).



 



    The Parties agree that, should any of the provisions of this
    Contract be deemed void or unenforceable, the other provisions
    of this Contract would remain effective.



 




    Article 24:  ARTICLES AND
    PARAGRAPH HEADINGS



 



    Articles and paragraph headings in this Contract are included
    for ease reference only and shall not affect the construction of
    this Contract.



 




    Article 25:  ENTIRE
    AGREEMENT



 



    This Contract supersedes any previous declarations,
    negotiations, undertakings, communications, verbal or written,
    approvals, arrangements or other commitments made between the
    Parties in relation to the matters dealt with herein and
    represents the entire understanding between the Parties in
    relation thereto.



 




    Article 26:  NON-WAIVER



 



    Any delay or omission of any Party in exercising any of its
    right, power or privilege under this Contract
    and/or the
    Procurement Orders, shall not be construed as a waiver of the
    said rights and shall not prejudice subsequent application of
    the same.



 




    Article 27:  FINANCIAL
    INFORMATION



 



    The Supplier shall provide to the Purchaser on a regular basis
    financial information and data enabling the Purchaser to assess
    the Supplier financial soundness/standing. Such information
    includes, but is not limited to comprehensive profit and loss
    statements, balance sheets and cash flow statements. The
    Supplier agrees to provide additional information/comments as
    necessary from its Chief Financial Officer and its Auditors.
    Such information shall be regarded as Confidential Information
    in the meaning of Article 16.1 (Confidentiality) and shall
    be treated in the manner described therein; provided however, so
    long as Supplier is a public company, in no event shall Supplier
    be required to provide information beyond what it is required to
    provide to its owners.



 




    Article 28:  APPLICABLE
    LAW AND SETTLEMENT OF DISPUTES



 




    28.1 Applicable
    Law



 



    This Contract and all Procurement Orders placed in pursuance of
    the same shall be governed by and construed in accordance with
    the laws of France.



 




    28.2 Settlement
    of Disputes



 



    Subject to the provisions of this Article 28, in the event
    of a dispute, controversy or claim (“Dispute”) arising
    out of or in connection with the existence, validity,
    interpretation, performance or termination of this Contract
    and/or
    Procurement Order, the Parties shall use their best endeavours
    to resolve such dispute amicably by negotiations at senior
    management levels up to the respective Presidents of each Party.




    

    26






 




    If the Parties fail to resolve the dispute within a period of
    two (2) months, then such dispute shall be determined and
    settled by arbitration under the current Rules of Conciliation
    and Arbitration of the International Chamber of Commerce, by
    three (3) arbitrators appointed in accordance with the said
    Rules.



 



    The place of arbitration shall be London, United Kingdom and the
    arbitration award shall be final and binding on the Parties. The
    language to be used in the arbitral proceedings shall be English.



 




    28.3 Compliance
    with Laws



 




    28.3.1 Export
    Control



 



    Any and all obligations of Supplier to provide the Products, as
    well as any technical data, shall be subject in all respects to
    such United States laws and regulations as will from time to
    time govern the licence and delivery of technology and products
    abroad by persons subject to the jurisdiction of the United
    States, including the Export Administration Act of 1979, as
    amended, any successor legislation, and the Export
    Administration Regulations issued by the U.S. Department of
    Commerce, Bureau of Export Administration. Purchaser represents
    and warrants that it will not export or re-export the Products
    or technical data related thereto except in conformity with such
    laws and regulations.




    

    27






 




    IN WITNESS WHEREOF, the duly appointed representatives of
    the Parties have agreed to execute this Contract in two
    (2) original copies, each Party retaining one (1) of
    these copies for their records.



 



    Signed for and on behalf of RTI International Metals
    Incorporated



 


	 	 	 	 	 
	

    Signatures:
    


	
 
	
    

	
 
	
    


	

    Names:
    


	
 
	
    Timothy G. Rupert
    
	
 
	
    David Hall
    

	

    Titles:
    


	
 
	
    President and CEO
    
	
 
	
    Managing Director
    

	
 
	
 
	
    RTI International Metals Inc
    
	
 
	
    RTI Europe Ltd
    

	
 
	
 
	
 
	
 
	
 

	

    Date:
    


	
 
	
 
	
 
	
 









 



    Signed for and on behalf of EADS Deutschland GmbH and the
    EADS Beneficiary Companies



 


	 	 	 	 	 
	

    Signatures:
    


	
 
	
    

	
 
	
    


	

    Names:
    


	
 
	
    Craig Smith
    
	
 
	
    Antoine Gaugler
    

	

    Titles:
    


	
 
	
    Senior Vice President,
    
	
 
	
    Procurement Titanium Lead Buyer
    

	
 
	
 
	
    Airbus SAS
    
	
 
	
    EADS Deutschland GmbH
    

	
 
	
 
	
 
	
 
	
 

	

    Date:
    


	
 
	
 
	
 
	
 










    

    28