a5823424ex10-1.htm


     

    
      Exhibit
10.1

      EXECUTION
COPY

    

     

    
      HONEYWELL
INTERNATIONAL INC.

      LONG
TERM CONTRACT

       

      Contract
No. ________________

       

      This Long
Term Contract (hereinafter, the “Contract”) is made
and entered into as of July 28, 2008 (“Effective Date”) by
and between BE Aerospace, Inc., a Delaware corporation (“Seller”) and
Honeywell International Inc., a Delaware corporation, acting through its
Aerospace business unit (“Honeywell” or “Buyer”).

       

      WHEREAS,
pursuant to the terms and conditions set forth in this Contract, Seller wishes
to sell Products (as hereinafter defined) and provide inventory and inventory
management services to Buyer and Buyer wishes to buy Products (as hereinafter
defined) and secure and retain inventory and inventory management services from
Seller; and

       

      WHEREAS,
the parties to this Contract, simultaneously herewith, are entering into a
License Agreement (the “License Agreement”),
pursuant to which Seller will manufacture and sell Licensed Products (as defined
therein) to Buyer using such technical information, know-how, business data and
intellectual property rights as more particularly described
therein.

       

      NOW
THEREFORE, for good and valid consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties agree as set forth
herein:

       

      1.      COMMUNICATIONS

       

      All
communications and notices in association with this Contract, when required to
be in writing, shall be forwarded to the following address:

       

      
        	
                 
      

              	
                (to
      Seller)

              


      

       

      
        	
                              

              	
                M
      & M Aerospace Hardware, Inc.

              


      

      
        	
                              

              	
                10000
      NW 15th Terrace

              


      

      
        	
                              

              	
                Miami,
      FL 33172

              


      

      
        	
                              

              	
                Attention:  Director
      of Contracts

              


      

      
        	
                              

              	
                Telecopy
      No.  (305) 629-2779

              


      

       

      
        	
                 
      

              	
                with
      a copy to:

              


      

       

      
        	
                              

              	
                M
      & M Aerospace Hardware, Inc.

              


      

      
        	
                              

              	
                10000
      NW 15th Terrace

              


      

      
        	
                              

              	
                Miami,
      FL 33172

              


      

      
        	
                              

              	
                Attention:  John
      Cuomo

              


      

      
        	
                              

              	
                Telecopy
      No.  (305) 629-2779

              


      

       

       

       

      
        
          
            _____Buyer          _____Seller

          

        

        
          1

          
            

          

        

        
          
          

        

         

      

      
        	
                 
      

              	
                (to
      Buyer)

              


      

       

      
        	
                             
      

              	
                Honeywell
      International Inc

              


      

      
        	
                             

              	
                1300
      W. Warner Rd.

              


      

      
        	
                             

              	
                1230-CC

              


      

      
        	
                             

              	
                Tempe,
      AZ, 85284

              


      

      
        	
                             
      

              	
                Attention:  Brian
      Simons

              


      

      
        	
                             
      

              	
                Fax:  (480)
      592-5328

              


      

       

      
        	
                 
      

              	
                with
      a copy to:

              


      

       

      
        	
                             
      

              	
                General
      Counsel, Sourcing

              


      

      
        	
                              

              	
                Honeywell
      Aerospace

              


      

      
        	
                              

              	
                1944
      E. Sky Harbor Circle

              


      

      
        	
                              

              	
                Mail
      Stop 2102-406

              


      

      
        	
                              

              	
                Phoenix,  AZ  85034

              


      

      
        	
                              

              	
                Fax:  (602)365.2490

              


      

       

      2.      TERM
AND PRODUCTS

       

      (a)           The
terms of this Contract will cover, with respect only to the Honeywell business
identified in the preamble hereto, those products set forth in Attachment 1-A
(“Standard
Products”) and Attachment 1-B
(“Proprietary
Products”) (collectively, “Products”) ordered
through the expiration of this Contract according to the stated lead-time in
Attachment 1-A
or 1-B, as
applicable.  New Products  will be automatically added to
Attachments 1-A
and 1-B as set
forth in Section 4(b), and in accordance with the terms and upon the
conditions set forth in this Contract.

       

      (b)           The
term of this Contract shall commence on the Effective Date, and shall run for
the period of twenty (20) years (the “Initial
Term”).  [...***...]

       

      For purposes of the foregoing, the
“Renewal Metric” is as follows:

       

      [...***...]

       

       

       

       

       

       

       

      
        *** CONFIDENTIAL TREATMENT
REQUESTED

      

       

       

      
        
          
            _____Buyer          _____Seller

          

        

        
          2

          
            

          

        

        
          
          

        

      

      [...***...]

       

      On or
before September 1 of the calendar year prior to the First Renewal Term or
the Second Renewal Term, Buyer may, at its option, conduct a market test of the
entire portfolio of Products to determine whether Seller’s then-current prices
(on an aggregated basis over the entire portfolio of Products at the forecasted
volumes for the succeeding year) are within [...***...] based on bona fide quotes
obtained by Buyer from alternate distributors and provide written notice to
Seller of the results thereof.  [...***...]

       

      (i)           
[...***...] and the prices as so adjusted will be the baseline for future annual
adjustments for the applicable Renewal Term pursuant to Section 5(a) of
this Contract; or

       

      (ii)           decline
to enter into the First or Second Renewal Term, as the case may be, unless Buyer
waives such price adjustment by written notice to Seller within
fifteen (15) days after receipt from Seller of its notice of election of
clause (ii); provided that, if Buyer does not waive such price adjustment
as set forth above, the Contract will be deemed to expire as of the end of the
following calendar year, and the parties will follow the transition procedures
set forth in Section 3(a)(iii) and (iv) below, and for purposes of the
application of such procedures to this Section 2(b), [...***...]

       

      (c)           Releases
for the Products will be issued on individual purchase orders or bin scans by
the applicable business within Honeywell.

       

       

       

       

      
        *** CONFIDENTIAL TREATMENT
REQUESTED

         

        
          
            
              _____Buyer          _____Seller

            

          

          
            3

            
              

            

          

          
            
            

          

        

      

      3.      TERMINATION

       

      This
Contract may be terminated prior to the expiration of its Term (x) upon
mutual agreement of the parties at any time, or (y) by either party
immediately upon written notice, if the other party is dissolved.  In
addition to the foregoing,

       

      (a)           (i)
[...***...] Buyer may terminate this Contract if Seller is then in Substantial
Non-Compliance, pursuant to the notice provisions set forth in clause (ii)
below.

       

      “Substantial
Non-Compliance” means [...***...]

       

      (ii)           Buyer
may (but is not required to) give Seller written notice (the “Anticipation Notice”)
in September of any year in which Buyer anticipates that it will provide notice
of actual termination of this Contract at the beginning of the succeeding
calendar year, which Anticipation Notice shall be advisory only and shall not
obligate Buyer to terminate this Contract.  Whether or not Buyer has
provided an Anticipation Notice, in the event it elects to terminate this
Contract as set forth in clause (i), Buyer shall provide written notice of
termination (the “Actual Termination
Notice”) in January of the calendar year in which it then has the right
to terminate this Contract pursuant to clause (i), and such termination
will be effective at the end of the Transition Period as defined
below.  In the event Buyer provides an Actual Termination Notice,
clauses (iii) and (iv) below will apply.  If Buyer gives an
Anticipation Notice and subsequently gives an Actual Termination Notice,
[...***...]

       

       

       

       

      *** CONFIDENTIAL
TREATMENT REQUESTED

       

      
        
          
            _____Buyer          _____Seller

          

        

        
          4

          
            

          

        

        
          
          

        

      

      (iii)           Except to
the extent Seller needs to purchase additional Products, beyond Products then on
hand or on order, to support Buyer’s needs during the  Transition
Period in accordance with forecasts supplied by Buyer on or after Seller’s
receipt of the Actual Termination Notice, Seller shall not purchase additional
inventory after receipt of the Actual Termination Notice.  Seller
shall continue to supply Product to Buyer, and Buyer shall continue to purchase
Product from Seller, during the Transition Period.  In the event that
Buyer does not purchase all of the Product that Seller buys after receipt of the
Actual Termination Notice in accordance with the first sentence of this
clause [...***...]  In the event that Buyer does not purchase during
the Transition Period any remaining inventory purchased by Seller prior to
receipt of the Actual Termination Notice in order to meet Buyer’s
then-applicable Annual Baseline Forecast at the time of such purchase,
[...***...].

       

      (iv)           [...***...]
of the Actual Termination Notice, for avoidance of doubt, the provisions of
Sections 8, 9 and 13 shall continue to apply, except to the extent that
compliance therewith is commercially impracticable primarily because of the
limitations on Seller’s ability to purchase inventory set forth in
clause (iii) above.

       

      (b)           Buyer
may terminate this Contract at any time following a Qualifying Change Of Control
of Seller as defined below upon sixty (60) days’ prior written notice for
any material default or breach of any of the terms and conditions of this
Contract by Seller, unless Seller has cured such default or breach within such
sixty (60)-day period after notification of the default or breach. A
“Qualifying Change Of Control” shall be deemed to occur when (i) with
respect to Seller, any transaction or series of related transactions occurs in
which any entity listed in Attachment 4
hereto or any of such entity’s successors or affiliates (a “Listed Party”) would
acquire, directly or indirectly, including pursuant to a sale of assets, tender
offer, exchange offer, merger, consolidation, business combination,
recapitalization, liquidation, dissolution or similar transaction, more than
fifty percent (50%) of the outstanding voting securities of Seller or all
or substantially all of the assets of Seller, or (ii) assignment or
transfer is made by Seller pursuant to Article 32 of the GPOP to a Listed
Party.  Seller will provide Buyer with written notice of any
Qualifying Change Of Control no later than five (5) days after the date
that any binding agreement
is executed in respect of any such Qualifying Change Of Control.  Such
termination right shall be in addition to Buyer’s suspension rights under
Section 4(c) to the extent applicable.

       

       

       

       

      *** CONFIDENTIAL
TREATMENT REQUESTED

       

      
        
          
            _____Buyer          _____Seller

          

        

        
          5

          
            

          

        

        
          
          

        

      

      4.      FORECAST
AND SCOPE

       

      (a)           Buyer
will issue good faith (but non-binding except as specifically set forth in this
Contract) forecasts by July 31 of each year containing its projected annual
and monthly needs for each Product for the succeeding calendar year (such
July 31 forecast, without regard to subsequent monthly updates thereto, the
“Annual Baseline Forecast”), and may update such forecasts on a monthly
basis.  Seller agrees to work to such forecasts and manage its build
schedule to accommodate fluctuations in the forecast.  Buyer will
specify, and Seller will use its reasonable best efforts to perform to, the
delivery schedule associated with the most recent forecast provided by
Buyer.  Seller shall have the systems in place to meet Buyer’s
forecast requirements.  Any amount forecasted by Buyer beyond the
current lead-time is not a firm delivery quantity and Buyer shall have no
liability or financial exposure with respect thereto, except as otherwise
provided in Sections 3 and 4(d).

       

      (b)           Subject
to the terms and conditions of this Contract, including without limitation
Section 4(c), Seller agrees to sell and supply to Buyer, and Buyer agrees
to purchase and take delivery of one hundred percent (100%) of the requirements
of

       

      (i)           the
Products listed in Attachments 1-A
and 1-B as of
the Effective Date (the “Initial
Products”);

       

      (ii)           any
Fastener Products (as defined below) (but not any Products other than Fastener
Products) (x) that have been sold by Buyer’s “Consumables Solutions”
division (“CS”)
during the twelve (12) months prior to the Effective Date or are being
currently sold by CS as of the Effective Date, and (y) replacements for any
such products (including future revisions or replacements for such replacement
products), which in each case shall be automatically added to Attachment 1-A
or 1-B after
the Effective Date;

       

      (iii)           all
replacements for Proprietary Products (including future revisions or
replacements for such replacement products), which shall be automatically added
to Attachment 1-B
after the Effective Date; and

       

      (iv)           all
seals, wiring, spacers and other non-Fastener products (including future
revisions or replacements for such products) of the type historically sold by
CS, other than bearings, and historically purchased by Honeywell’s Aerospace
business from commodity distributors in the ordinary course as of the Effective
Date,

       

      in each
case only as required by Honeywell’s Aerospace business, and that are not
covered by its pre-existing purchase commitments [...***...] (but only for such
minimum amount of time, without extension, renewal or modification thereof
(unless such extension, renewal or modification is requested by Seller), that
such pre-existing commitments require Buyer to purchase products); provided,
however, that notwithstanding the foregoing, commencing twelve (12) months
prior to the expiration or termination of this Contract, Buyer may identify
an

       

       

       

      *** CONFIDENTIAL
TREATMENT REQUESTED

       

      
        
          
            _____Buyer          _____Seller

          

        

        
          6

          
            

          

        

        
          
          

        

      

      alternate
vendor for any of the Products and may communicate with, provide information to,
contract with and engage in ramp-up activities with such alternate vendor to
permit Buyer to commence using Products purchased from such alternate vendor
immediately upon the expiration or termination of this
Contract.  “Fastener Products” shall mean any Products falling within
any of the following commodity groupings, as determined for each Product by the
nomenclature on the applicable drawing for the Product (or, if the nomenclature
is silent, by the reasonable discretion of Buyer):  Bolts, Collars,
Fittings, Grommets, Inserts, Nuts, Pin Systems, Pins, Plugs, Rings, Rivets,
Screws, Studs, Washers or Gaskets.  Notwithstanding anything herein to
the contrary, it shall not be deemed a breach of the exclusivity obligations in
this Section 4(b) for Buyer to purchase Products from third parties in
connection with the exercise of its rights under (and solely in accordance with)
Sections 13.3 or 13.6(e) of the License Agreement.

       

      (c)           [...***...]  Upon
subsequent cure (as set forth below) of the breach(es) or default(s) giving rise
to Buyer’s suspension right under the preceding sentence, the exclusivity
obligations set forth in Section 4(b) shall be reinstated; provided,
however, that such reinstated exclusivity obligations shall not apply to
purchases made by Buyer from another supplier pursuant to a supply agreement
made during the pendency of such suspension, the term of such supply agreement
not to exceed one year (except that as to Products for which the lead-time is
greater than one year the term of such supply agreement may extend to the
entirety of such lead-time).  [...***...], Seller’s breach of this
Contract for purposes of Section 4(c)(i) shall be deemed
cured.  For the failure to meet the standards set forth in
Section 13, upon Seller providing reasonable evidence to [...***...] Seller’s
breach of this Contract for purposes of Section 4(c)(ii) shall be deemed
cured.  For  the failure to meet the standards set forth in
Section 8, upon Seller providing reasonable evidence to
[...***...]  For the failure to meet the standards set forth in
Section 9, upon Seller providing reasonable evidence to
[...***...]

       

       

       

       

      *** CONFIDENTIAL
TREATMENT REQUESTED

       

      
        
          
            _____Buyer          _____Seller

          

        

        
          7

          
            

          

        

        
          
          

        

      

      [...***...]
Seller’s breach of this Contract for purposes of Section 4(c)(iv) shall be
deemed cured.

       

      (d)           In
the event that, for any Product, during any period of three consecutive calendar
years during the Term (“Measurement Period”),
Buyer does not purchase such Product in an [...***...] Period, then the parties will
determine the amount of unused inventory of such Product that was purchased or
set aside by Seller at the commencement of the Measurement Period for the
purposes of meeting such one-year forecasted quantity (the “Unused
Products”).  [...***...]  As to any of the Unused
Products which Buyer elects not to purchase from Seller, Seller shall use
commercially reasonable efforts to sell such Unused Products to a third party
(which may include for scrap purposes) and to maximize the proceeds
therefrom.  [...***...]

       

      5.      PRICING
AND PAYMENT

       

      (a)           The
unit prices for Initial Products shall be the prices shown in Attachments 1-A
and 1-B,
including without limitation for spares.  [...***...] of each year
thereafter during the Term, Seller will provide to Buyer an updated list of
prices for each of the Products to be applicable during the succeeding calendar
year, which will be determined by applying to the prior year’s prices the
percentage increase in or decrease in Seller’s costs of Products from the prior
year (excluding any gap buys) based upon Buyer’s then-applicable Annual Baseline
Forecast, and which Seller will certify complies with the [...***...] set forth in
Section 6.  In the event that the price for any Product set forth
in the updated list exceeds the price for that Product for the previous year by
a percentage which is greater than [...***...]

       

      (i)           Provide
to Buyer documentation of Seller’s actual cost from the manufacturer of such
Product of purchasing an amount equal to Buyer’s then-

       

       

       

       

      *** CONFIDENTIAL
TREATMENT REQUESTED

       

      
        
          
            _____Buyer          _____Seller

          

        

        
          8

          
            

          

        

        
          
          

        

      

      forecasted
annual requirement based upon Buyer’s then-applicable Annual Baseline Forecast
(more than one quote, where applicable);

       

      (ii)           If
applicable, suggest to Buyer the purchase of an alternate Product with same
form, fit, and function at lower cost and, if Buyer so elects, sell such Product
to Buyer on such basis;

       

      (iii)           Find
an alternate supplier for the Product, in which event Seller must use reasonable
best efforts to do so.  In doing so, Seller will negotiate with any
alternate supplier or manufacturer identified by Buyer for any Product through
market test or otherwise, provided that any such alternate supplier or
manufacturer shall have a supplier assessment score of 3 or higher under Buyer’s
assessment system. Buyer and Seller will each use their respective reasonable
best efforts in connection with the approval process of any such alternate
supplier or manufacturer under this paragraph (iii).  For
Standard Parts, such market test mechanism will be applied by taking the best
price quote from such a manufacturer obtained by Buyer (or at Buyer’s request by
Seller) for such Product in a quantity equal to the Buyer’s then-forecasted
annual requirement for such Product, with delivery, lead-time and quality
standards that are reasonably equivalent to those set forth in this Contract;
and

       

      (iv)           [...***...]

       

      For
purposes of the foregoing, the “AAFPPI” shall mean the Aircraft-Aerospace
Fastener Producer Price Index (Series ID WPU108105) issued by the Bureau of
Labor Statistics of the United States Department of Labor or successor agency;
provided that in the event the Bureau of Labor statistics or such successor
agency ceases to issue such index, then the “AAFPPI” shall mean the most nearly
equivalent index issued by such agency.

       

      (b)           In
addition to the annual pricing adjustments set forth in Section 5(a), Buyer
may, at its option, at any time (subject to the limitations set forth in this
clause (b)), require the application of the [...***...].

       

       

       

       

      *** CONFIDENTIAL
TREATMENT REQUESTED

       

      
        
          
            _____Buyer          _____Seller

          

        

        
          9

          
            

          

        

        
          
          

        

      

      (c)           When a new
Product is added to this Contract, the initial price for such Product will be
determined as follows, subject in each case to the most favored customer
requirement set forth in Section 6: [...***...]

       

      (d)           Except
for amounts subject to a bona fide written dispute, payment by Buyer shall be
made net to [...***...].

       

      (e)           [...***...].

       

      (f)           If,
in connection with a government procurement and despite the exercise of its
reasonable efforts, Honeywell is not able to obtain the agreement of the United
States

       

       

       

       

      *** CONFIDENTIAL
TREATMENT REQUESTED

       

      
        
          
            _____Buyer          _____Seller

          

        

        
          10

          
            

          

        

        
          
          

        

      

      Government,
or the prime contractor or the higher tier subcontractor to Honeywell on a
government procurement, (the “Decisionmaker”) that
the pricing for any of the Products subject to such procurement is fair and
reasonable under the price reasonableness test outlined in the Federal
Acquisition Regulations Part 15.4 and otherwise complies with applicable US
government regulations, Seller agrees (A) to use commercially reasonable
efforts to develop with Honeywell pricing for such Products that satisfies the
concerns of the Decisionmaker, or to allow Honeywell to procure that part
through an open tender and be excused, for that procurement only, from the
exclusivity obligation to Seller hereunder, and (B) to provide supporting
documentation required by the Decisionmaker, if any, including data other than
cost or pricing data.

       

      6.      [...***...]

       

       

       

       

      *** CONFIDENTIAL
TREATMENT REQUESTED

       

      
        
          
            _____Buyer          _____Seller

          

        

        
          11

          
            

          

        

        
          
          

        

      

      [...***...]

       

      7.      PERFORMANCE
DATA

       

      It is
Seller’s responsibility to verify the accuracy of its performance data, which is
updated monthly and posted on the Honeywell Supplier
Portal.  [...***...]  Seller must submit any objection to the
accuracy of the performance data (the “Data Dispute Notice”)
in writing to its assigned contact.  If no Data Dispute Notice is
received by Buyer prior to the end of the Data Review Period, Seller shall be
deemed to have accepted and agreed to the accuracy of the performance data for
that month.

       

      8.      DELIVERY

       

      (a)           [...***...]

       

      (b)           If
the agreed OTD performance is not attained in any calendar quarter (based on the
average OTD for the 3 months in that quarter), [...***...]  After the
end of the Data Review Period for each calendar quarter, Buyer will calculate
the amount of the rebate, if any, and send a demand for payment of rebate (the
“Rebate
Notice”) to Seller, provided, however, that in any calendar year, the
aggregate amount of the rebate under this Section 8(b) together with any
rebates issued under [...***...]  The Rebate Notice may be e-mailed or
faxed to Seller.  Seller shall have thirty (30) days after the
receipt of the Rebate Notice to pay the rebate to Buyer.

       

      9.      PARTS
PER MILLION (PPM Requirements)

       

      (a)           [...***...]
on Buyer’s calculations as shown on Seller’s supplier scorecard and posted on
the Honeywell Supplier Portal.  [...***...]

       

       

       

       

      *** CONFIDENTIAL
TREATMENT REQUESTED

       

      
        
          
            _____Buyer          _____Seller

          

        

        
          12

          
            

          

        

        
          
          

        

      

      [...***...]

       

      (b)           If
the agreed PPM performance is not attained in any calendar quarter (based on the
average PPM for the 3 months in that quarter) [...***...] applicable PPM
standard, provided, however, that in any calendar year, the aggregate amount of
the rebate under this Section 9(b) together with any rebates issued under
[...***...].  After the end of the final Data Review Period for each
quarter, Buyer will calculate the amount of the rebate, if any, and send a
Rebate Notice to Seller. The Rebate Notice may be e-mailed or faxed to Seller.
Seller shall have thirty (30) days after the receipt of the Rebate Notice
to pay the rebate to Buyer.

       

      10.                 SERVICES

       

      [...***...]
Seller will provide to Buyer the services more fully described in the Statement
of Work attached hereto as Attachment 3.

       

      11.                 QUALITY

       

      (a)           The
current minimum OEM Aerospace Basic Quality System Standard is compliance to
AS9100.  Third party registration is not required, but should be the
goal.

       

      (b)           In
addition Seller shall, and shall cause its suppliers to:

       

      (i)           Conduct
reviews to ensure business systems are compliant with the most recent Honeywell
quality flow-down documents. Honeywell site purchase orders or websites should
be used to validate current flow-down document revisions.

       

      (ii)           Attain/maintain
certification/compliance to AS9100, AS9120 and/or other Basic Quality System
standards as dictated by Purchase Order flow-down. Failure to attain/maintain
certification may result in Quality Management System audits to assure Seller
compliance. Audit costs will be the responsibility of Seller if performed by
Honeywell site or authorized audit providers.

       

      (iii)           Attain/maintain
a process control system that utilizes the six sigma ‘define, measure, analyze,
improve and control’ methodology and tools.  This process control
system will address waste reduction, variability reduction, statistical process
control (SPC) for key characteristics, control plans for key
characteristics/features that exhibit control of product or processes, error
proofing and updates to or creation of First Article Inspection Report (FAIR)
for new parts or changes to parts or processes (other than with respect to
Seller’s inventory acquired from Buyer as of the Effective Date).  It
will also manage Key Characteristics per AS9103 as required by Buyer Purchase
Order and/or flowdown requirements.

       

       

       

       

      *** CONFIDENTIAL
TREATMENT REQUESTED

       

      
        
          
            _____Buyer          _____Seller

          

        

        
          13

          
            

          

        

        
          
          

        

      

      (iv)           To the
extent required by one or more purchase orders, implement and sustain
Manufacturing Process Control (MPC) to establish process-based controls and
reduce process variability. The MPC process approval shall be initiated within
six months after signing this Contract.

       

      (v)           Effective
as of the earlier of (i) January 1, 2010 or (ii) the date upon
which the Buyer’s Quality System is transferred to Seller, attain/maintain
Honeywell Source Delegation (SD) or Self-Release (SR) status as required by
Honeywell site flow-down requirements. If unable to achieve, Seller will be
responsible for all costs associated with contracting a Honeywell approved
provider for source inspection.  Source inspection will continue until
specified quality levels are achieved for SD or SR status.

       

      (vi)           Participate
in e-commerce initiatives such as maintaining a Seller profile, and Seller
quality profiles; obtaining quality flow-down requirements, and Seller Score
Cards via identified Honeywell Internet Portal(s) or websites.

       

      (c)           Cost
for First Article will be Seller’s responsibility when imposed by the Honeywell
Purchase Order and/or flow down requirements.

       

      (d)           If
required by the Honeywell Purchase Order and/or flow down requirements, Cost of
Poor Quality, when substantiated, will be charged back to Seller if caused by
defective material furnished by Seller.

       

      (e)           Implement
new quality e-business initiatives with Buyer as they are developed. Maintain
good standing (no delinquencies) relative to timely responsiveness to corrective
actions, containment and preventative action.

       

      12.                 LEAD-TIME

       

      As of the
Effective Date, lead-times will be as set forth in Attachment 1-A
and 1-B (and to
the extent not specified therein Buyer and Seller will establish a baseline
lead-time in writing) and adjusted annually on October 1 of each year for
each of the Products.  During the Term, Buyer and Seller will
continuously monitor lead-time performance, use reasonable best efforts to
improve lead-times and amend the lead-times set forth in Attachments 1-A and
1-B to reflect
such improvements.  Seller will notify Buyer as soon as identified by
Seller any anticipated inability to meet the agreed upon individual part
lead-time.  Seller will be liable for actual and substantiated costs,
including but not limited to gap buys, caused by or resulting from lead-times
greater than the lead-times established as set forth above, other than to the
extent that such longer lead-times are due to changes specified by Buyer in
Products or approved manufacturers, Products revisions or any other Buyer
changes.

       

      13.                 FILL
RATE

       

      (a)           Seller
shall use its reasonable best efforts to maintain inventories of the Products in
sufficient quantities to fill the orders of Buyer without
delay.  [...***...]

       

       

       

       

      *** CONFIDENTIAL
TREATMENT REQUESTED

       

      
        
          
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      [...***...] to
ramp up to full performance under this Section 13, but shall use its
reasonable best efforts to ramp up as soon as possible within such period of
time.  During the Term, Seller will continue to operate the existing
forward stocking locations.  Seller will establish additional forward
stocking locations from time to time at Seller’s reasonable discretion to
support Buyer’s requirements on the above terms and conditions.

       

      (b)           [...***...]
Fill Rate performance will be measured in any calendar quarter based on the
following metric:  Buyer will measure the stockout percentage every
week by taking the number of stockout bins as a percentage of total
bins.  Buyer will then [...***...].

       

      (c)           [...***...]  Seller
will use reasonable best efforts to conduct such root cause analyses and to
implement such improvement plans.  [...***...] Seller will use reasonable
best efforts to avoid gap buys but in the event that gap buys cannot be avoided
notwithstanding such efforts [...***...].

       

      14.                 SHIPMENTS

       

      Mode of
transportation and carrier are to be in accordance with business unit purchase
order instructions.  In the absence of shipping instructions for a
specific purchase order or for clarification Seller is to contact Transportation
Department at the appropriate business unit of Buyer.

       

      15.                 SPECIFIC
PERFORMANCE

       

      Each of
Seller and Buyer acknowledges that in the event it alleges a breach of the terms
of the Contract by the other party or in the event of a dispute hereunder, it
will continue

       

       

       

       

      *** CONFIDENTIAL
TREATMENT REQUESTED

       

      
        
          
            _____Buyer          _____Seller

          

        

        
          15

          
            

          

        

        
          
          

        

      

      performance
under this Contract until such allegation or dispute is resolved and that
non-performance of its  obligations hereunder would cause irreparable
harm to the other party, and accordingly, in such event Seller or Buyer, as
applicable, shall be entitled to a temporary, preliminary and/or permanent
injunction or injunctions to enforce specifically the continuing performance of
this Contract and the terms and provisions hereof without the need to prove a
lack of an adequate remedy at law; and in such case, no bond or other security
shall be required in connection therewith.

       

      16.                 [INTENTIONALLY
OMITTED]

       

      17.                 CHANGE
IN PRODUCT, MANUFACTURING PROCESS, SITE, SOURCE OR MATERIAL

       

      (a)           Seller
shall not deliver, ship, or substitute a Proprietary Product that has been
changed or a Proprietary Product that has had a process change in its
manufacture until Buyer has approved the change.

       

      (b)           In
order to secure this approval, Seller will provide Buyer with a plan to change
the supplier of, or subcontracting of processes required to manufacture, the
Proprietary Product and will obtain Buyer’s written approval of such plan prior
to implementing such change in the supplier of or subcontracting of processes
required for the Proprietary Product.

       

      (c)           Seller
shall notify Buyer of any potential program, Proprietary Product, or schedule
changes promptly as it becomes aware of them.

       

      (d)           Seller
will flow down this requirement in all its subcontracts and purchase orders for
purchased goods or process related services required for the Proprietary
Product, whether such goods are supplied to Seller as an end item, a component
part of an end item, or an individual piece part.

       

      (e)           Buyer
will not unreasonably withhold consent to Seller’s use of alternate sub-tier
supplier arrangements, provided that it shall not be deemed unreasonable for
Buyer to withhold consent if (i) such use of an alternate sub-tier supplier
does not result in a reduction in the prices charged by Seller to Buyer for
Proprietary Products or in more reliable availability; or (ii) Seller has
not demonstrated to Buyer’s reasonable satisfaction that it taken all necessary
actions to avoid negative impacts to Buyer, including, but not limited to,
maintaining additional inventory, overlapping production schedules, and similar
measures.

       

      18.                 INSUFFICIENT
QUANTITIES OR LATE PRODUCTS

       

      Seller
agrees that in the event Products are delinquent to Buyer’s purchase orders,
Seller will grant Buyer first priority for Product allocation and
shipments.

       

      19.                 AUDIT

       

      Seller
shall keep and maintain proper records and books relating to Seller’s
obligations under Sections 5, 6, 11(b)(ii) and 13 of this Contract, or to
claims made by Seller under Section 10.A or 10.B of the GPOP, throughout
the Term and for one (1) year thereafter

       

      
        
          
            _____Buyer          _____Seller

          

        

        
          16

          
            

          

        

        
          
          

        

      

       

      and shall
keep them at Seller’s relevant facility.  Buyer shall have the right,
during normal business hours, to the extent provided in the relevant sections of
this Contract, to inspect such books and records to verify compliance with the
applicable provisions of this Contract upon reasonable written notice for so
long as such records are required to be maintained (“Audit”).  Any
Audit will be conducted at the offices of Seller in a manner that does not
unreasonably interfere with the business activities of Seller.  Any
Audit shall be at the cost and expense of Buyer unless the Audit determines that
Seller has materially violated its obligations under this Contract, in which
case Seller shall pay the reasonable cost of the Audit.  If any Audit
reveals a failure of Seller’s performance of any of its obligations under the
specified Sections of this Contract, then, upon receiving written notice of such
failure in performance, Seller shall promptly (but in any event within
fourteen (14) days of receiving such notice) (i) make any payments
(for rebates or otherwise) to Buyer that it would have made had such failure not
existed; and (ii) develop a corrective action plan in cooperation with
Buyer to prevent like failures in the future, such plan to be subject to Buyer’s
approval, and promptly thereafter implement such plan at Seller’s sole cost and
expense.

       

      20.                 [INTENTIONALLY
OMITTED]

       

      21.                 ADDITIONAL
TERMS AND ORDER OF PRECEDENCE

       

      (a)           The
terms and conditions set forth in the GPOP, and all other attachments hereto,
are incorporated by this reference into this Contract and any purchase order
issued under this Contract.

       

      (b)           If
individual purchase orders issued under this Contract are subject to any
provision or regulation applicable to United States Government Contracts (and
successor provisions or regulations thereto) then, in such a case, the terms and
conditions set forth in Buyer’s Supplemental Purchase Order for U.S. Government
Contract (v. 07/05), are incorporated by this reference into this Contract and
any purchase order issued under this Contract.

       

      (c)           If
individual purchase orders issued under this Contract reference Buyer
Supplemental Purchase Order Provisions Under Foreign Military Financed (FMF)
Contracts, DSCA/FFP (v. 08/00), then the terms and conditions thereof are
incorporated by this reference into this Contract and any purchase order issued
under this Contract.

       

      (d)           Except
as provided otherwise in a written document executed by authorized
representatives of Buyer and Seller, in the event of any conflict among the
provisions of each order, the following descending order of precedence shall
apply in interpreting each order:

       

      (i)           The
main body of the Contract.

       

      (ii)           Attachments
to the Contract (including any appendices thereto), including the
GPOP.

       

      (iii)           Any
special or supplemental Terms and Conditions incorporated by reference in the
Contract or order.

       

      
        
          
            _____Buyer          _____Seller

          

        

        
          17

          
            

          

        

        
          
          

        

      

      (iv)           The
text of the order.

       

      (v)           Other
order documents.

       

      (e)           Seller
may access the terms and conditions referenced above in this Section 21(b)
and (c) at the following web
site:  https://www.supplier.honeywell.com.  Seller must
first register to access this site.  Instructions for registering are
given at the web site.

       

      (f)           Seller
will work with Buyer to adopt PULL systems to maximize service levels, such as
VMI, FPOT or KANBAN.

       

      22.                 OTHER
CONDITIONS

       

      This
Contract, including those additional terms or conditions incorporated herein by
reference and made a part hereof, constitutes the entire Contract between the
Parties with respect to the matters contained herein.  No modification
of the Contract or waiver or addition to any of its terms and conditions shall
be binding upon either party unless made in writing and signed by the parties’
authorized representatives.  The failure or delay by Buyer to exercise
any rights or remedies hereunder shall not operate as a general waiver
thereof.

       

      23.                 CONFIDENTIAL
INFORMATION

       

      (a)           As
used in this Contract, “Confidential Information” shall mean (i) the terms
and conditions of this Contract, excluding the existence of this Contract, and
(ii) all information, data and materials that either party (the “Receiving Party”)
obtains from the other (the “Disclosing Party”)
under this Contract (x) which is marked as confidential, or (y) which
the Receiving Party should reasonably know, by its nature or the manner of its
disclosure, to be confidential that the Receiving Party may receive or have
access to in connection with this Contract. The Receiving Party acknowledges and
agrees that (A) Confidential Information constitutes valuable trade secrets
of the Disclosing Party, and is not within the public domain, (B) the
Disclosing Party has and shall retain exclusive (except as expressly provided
herein) valuable property rights in and to Confidential Information,
(C) Confidential Information shall remain valuable trade secrets
proprietary to the Disclosing Party unless and until the Disclosing Party places
Confidential Information in the public domain or authorizes placement of the
Confidential Information in the public domain, and (D) but for this
Contract, the Receiving Party would have no rights in or access to the
Confidential Information.

       

      (b)           Notwithstanding
Section 23(a), Confidential Information does not include, or shall cease to
include as appropriate, information that (i) is lawfully received free of
restriction from another source that, to the Receiving Party’s knowledge or
knowledge it should have, has the right to furnish such information;
(ii) has become generally available to the public by acts not attributable
to the Receiving Party or its employees, subcontractors, consultants or
advisors; or (iii) at the time of disclosure to the Receiving Party, was
known to the Receiving Party free of restriction. Only the specific information
that meets such exclusions will be excluded, and not any other information that
happens to appear in proximity to such excluded portions (for example, a portion
of a document may be excluded without affecting the confidential nature of those
portions that do not themselves qualify for exclusion).

       

      
        
          
            _____Buyer          _____Seller

          

        

        
          18

          
            

          

        

        
          
          

        

      

      (c)           The
Receiving Party shall not use the Confidential Information for any purpose
except in performance of its obligations hereunder or to exercise the rights
granted to it hereunder.  The Receiving Party shall keep all
Confidential Information in strict confidence.  The Receiving Party
shall not, without the prior written consent of the Disclosing Party, disclose,
in any manner or via any media whatsoever, any Confidential Information, other
than to its employees, manufacturing agents, resellers, consultants and
contractors  (“Representatives”)
(i) who have a specific need to know such Confidential Information in order
to exercise the  Receiving Party’s rights hereunder, and (ii) who
are informed of the confidential nature of the Confidential Information, and
(iii) who agree in writing to act in accordance with and be bound by terms
and conditions at least as restrictive as the terms and conditions herein
regarding the safeguarding and disclosure of Confidential
Information.

       

      (d)           Notwithstanding
the foregoing, in the event disclosure of Confidential Information by the
Receiving Party is mandated by applicable law, rule or regulation, or by an
order of a court or governmental or law enforcement agency or other authority,
each of competent jurisdiction, then (i) the Receiving Party will promptly
notify the Disclosing Party of such requirement, provided that such notice is
not prohibited by a regulatory, law enforcement other governmental authority or
an order of court of competent jurisdiction, and (ii) the Receiving Party
shall use good faith efforts, in consultation with the Disclosing Party, to
challenge such disclosure or, failing in such challenge, secure a protective
order or other appropriate confidential treatment of the Confidential
Information so disclosed. Any such required disclosure shall not alter the
nature of the information so disclosed as Confidential Information for purposes
of this Contract.

       

      (e)           The
Receiving Party will be responsible for any breach of this Section 23 by
any of its Representatives.  The Receiving Party shall notify the
Disclosing Party immediately upon discovery of any unauthorized disclosure
(inadvertent or otherwise), and shall, within thirty (30) days of such
notice (i) use reasonable best efforts to cure such unauthorized disclosure
of Confidential Information; (ii) take all reasonable precautions to
prevent any such unauthorized disclosure in the future; and (iii) cooperate
in good faith with the Disclosing Party to assist the Disclosing Party to regain
possession of its Confidential Information and/or to prevent further
unauthorized use or disclosure.

       

      (f)           The
Receiving Party acknowledges and agrees that the violation of its obligations
under this Section 23 would cause irreparable harm to the Disclosing Party,
which harm may not be compensable solely by monetary damages, and that,
therefore, in the event of an actual or threatened breach by the Receiving Party
of this Section 23, the Disclosing Party shall be entitled to injunctive
and other equitable relief, without the necessity of proving monetary damages or
posting bond or other security.  Any such equitable relief granted
shall be without limitation of or prejudice to any other rights and remedies as
the Disclosing Party may have under this Contract.

       

      


      
        
          
            _____Buyer          _____Seller

          

        

        
          19

          
            

          

        

        
          
          

        

      

      IN WITNESS WHEREOF, the
Parties have caused this Contract to be signed by their duly authorized
representatives on the day and year as shown below.

       

      
        
          	 	
                  SELLER

                	 
	 	 	 	 
	
                   

                	
                  By:
      

                	/s/ THOMAS
      P. MCCAFFREY	 
	 	 	Name: Thomas
      P. McCaffrey	 
	 	 	Title:	 
	 	 	Date:	 


        

      

      
        	
                 
      

              	
                 

              


      

       

      
        
          	 	HONEYWELL INTERNATIONAL
      INC. 	 
	 	
                  On
      behalf of its Aerospace division

                	 
	 	 	 	 
	
                   

                	
                  By:
      

                	/s/ THOMAS
      F. LARKINS	 
	 	 	Name: Thomas
      F. Larkins	 
	 	 	Title:
      Vice President, Corporate  Secretary and	 
	 	 	
                  Deputy
      General Counsel

                	 
	 	 	Date:	 


        

      

      
      

       

       

      
        
          
            _____Buyer          _____Seller

          

        

        
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      ATTACHMENT
1-A

       

      STANDARD
PRODUCTS

       

      [...***...]

       

       

       

       

       

      
        ***CONFIDENTIAL
TREATMENT REQUESTED ON 183 PAGES

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        



      ATTACHMENT
1-B

       

      PROPRIETARY
PRODUCTS

       

      [...***...]

       

       

       

       

       

      
        ***CONFIDENTIAL
TREATMENT REQUESTED ON 262 PAGES

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        EXECUTION
COPY



      ATTACHMENT 2

       

      GENERAL
PURCHASE ORDER PROVISIONS

       

      1.           ACCEPTANCE
ENTIRE AGREEMENT MODIFICATION.  These
General Purchase Order Provisions apply to all orders for the purchase and sale
of goods and services made under this Contract (the goods and services described
in such orders, hereinafter, “Items”).  All
capitalized terms not defined in these General Purchase Order Provisions shall
have the meaning assigned to them elsewhere in this
Contract.  Acceptance of each order shall be limited to the terms and
conditions contained herein and incorporated herein by
reference.  Each order shall be deemed accepted upon the return of the
acknowledgment copy of such order or the commencement of performance by
Seller.  Buyer rejects any additional or inconsistent terms and
conditions offered by Seller at any time, whether or not such terms or
conditions materially alter the order and irrespective of Buyer’s acceptance of
or payment for Items.  These terms and conditions constitute the
entire agreement between the parties and no change to or modification of any
order shall be binding upon Buyer unless in writing and signed by an authorized
representative of Buyer’s procurement or purchasing office at Buyer’s place of
business issuing such order.

       

      2.           PROTECTION
OF PROPERTY AND INFORMATION.

       

      A.           PROPERTY.

       

      (1)           For
the purpose of these General Purchase Order Provisions, “Property” shall mean
all materials, equipment, tools, and facilities, if any, furnished to Seller by
Buyer, or paid for by Buyer under any order, as well as any replacements
thereof.

       

      (2)           Title
to all Property shall be vested in Buyer with the right to demand possession at
any time.  Seller may use Property only in the performance of work for
Buyer.  Buyer does not warrant any aspect of the
Property.

       

      (3)           Seller
bears the risk of loss of all Property that is in the custody or control of
Seller or any supplier or subcontractor to whom Seller delivers Property as
permitted under Article 2.A.(6), below.

       

      (4)           Seller
will establish and maintain a system to control, protect, preserve, and maintain
all Property in good condition and repair.  All Property is subject to
removal and return at Buyer’s written request, in which event Seller, at Buyer’s
expense, will prepare such Property for shipment and deliver it to Buyer in the
same condition as originally received by Seller, reasonable wear and tear
excepted.

       

      (5)           Upon
completion or termination of each order, Seller will retain, or cause the third
party to which Seller is permitted to deliver custody pursuant to
Section 2.A(6) to retain, all Property at its expense until disposition
directions are received from Buyer.

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

      (6)           Seller
may not deliver custody of any Property to any person or entity other than Buyer
without Buyer’s prior written permission not to be unreasonably withheld or
delayed.  If with Buyer’s prior written permission Seller furnishes
Property to any supplier or subcontractor of Seller for use in performance of
Buyer’s orders, Seller shall (i) insert the substance of this
Section 2.A in all orders to such supplier or subcontractor; and
(ii) remain responsible hereunder for any breach by such supplier or
subcontractor of this Section 2.A.

       

      B.           [INTENTIONALLY
OMITTED]

       

      C.           AFTERMARKET
ACTIVITY.

       

      (1)           For
the purpose of these General Purchase Order
Provisions:  (i) “Controlled Product” shall mean anything
designed, developed, or created using Buyer’s Confidential Information (“Information”);
(ii) “Buyer Part” shall mean any component, part, or detail of any
component or part, designed, manufactured and/or sold by Buyer; and
(iii) “Aftermarket Activity” shall mean transactions (including sales to
third parties, including the U.S. Government) for products or services by Seller
related to or based on the following:  (a) creating a repair for
a Buyer part; (b) designing a new part that is similar or identical to a
Buyer Part; (c) comparing a Buyer Part design with another part design;
(d) obtaining Parts Manufacturer Approval (PMA) from the Federal Aviation
Administration (FAA) pursuant to Part 21.303 of the Federal Aviation
Regulations; (e) obtaining approval from a Designated Engineering
Representative (DER) under FAA Order 8110.4 to repair a Buyer Part; or
(f) obtaining any other governmental approval to manufacture or repair a
Buyer Part.

       

      (2)           Except
pursuant to Buyer’s prior written permission, Seller shall not use (or assist
others in using) Information to engage in Aftermarket Activity.

       

      (3)           Except
to the extent permitted by the License Agreement, Seller must obtain Buyer’s
written permission before selling any Controlled Product or Proprietary Product
to any third party purporting to purchase Products under authority of
Buyer.

       

      D.           TRAINING
OF EMPLOYEES.  Seller will maintain adequate processes to protect
Buyer’s Property and Information from improper use and/or disclosure, and will
train its employees appropriately to follow such processes.

       

      E.           [INTENTIONALLY
OMITTED]

       

      3.           DELIVERIES
AND SHIPMENTS.  Delivery
of Items in accordance with the schedule are a material requirement of each
order.  TIME IS OF THE ESSENCE.  Seller will, at its
expense, ship by express or air shipment or by the most expeditious way if the
delivery schedule is endangered for any reason other than Buyer’s
fault.  Buyer reserves the right to reject all or any part of any
delivery that varies from the quantity authorized by Buyer for
shipment.  All Items shall be packaged in accordance with Buyer’s
instructions or, if none are specified, in accordance with good commercial
practice in a manner sufficient to ensure arrival in an undamaged
condition.  Items shipped in advance of Buyer’s delivery schedule and
outside the applicable interval set forth in the last sentence of
Section 8(a) of the Contract may be returned at Seller’s
expense.  If requested by Buyer, Seller shall give notice of shipment
to Buyer at the time of delivery of any shipment of Items to a carrier for
transportation.

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

      4.           PERFORMANCE
ASSURANCE PLAN.  At
Buyer’s direction, Seller will provide Buyer with a Performance Assurance Plan
prepared in accordance with procedures established by Buyer showing Seller’s
work in process and yield factors for each major process step.  Buyer
may impose this plan where, in Buyer’s opinion, there is a significant risk in
meeting performance or delivery requirements.  The Performance
Assurance Plan will demonstrate Seller’s work in process and yield factors in
Seller’s format.

       

      5.           INSPECTION.  Notwithstanding
(i) payment, (ii) passage of title, or (iii) prior inspection or
test, all Items are subject to final inspection and acceptance or rejection by
Buyer at Buyer’s facility.  At all reasonable times, including the
period of manufacture, Buyer, its customers, and/or representatives of the FAA
or other cognizant aviation regulatory bodies may inspect and/or test the Items
to be furnished hereunder at the places where the work is being performed,
including those of the Seller’s suppliers, and Seller shall provide, without
additional charge, reasonable facilities and assistance for safe and convenient
inspection and test.  Buyer may inspect 100% or a sample of all Items
or any lot of Items at Buyer’s option, and Buyer shall have the right to reject
all or any portion of the Items or lot of Items if any such inspection reveals
them to be, in Buyer’s sole opinion, defective or
nonconforming.  Seller shall provide and maintain a test and
inspection system acceptable to Buyer and its customers, if
required.  Records of all inspection work by Seller shall be kept
complete and available to Buyer and its customers during the performance hereof
and for seven (7) years after final payment by Buyer or for such longer period
as may be specified elsewhere

       

      6.           WARRANTY.

       

      A.           Seller
warrants to Buyer, its successors and customers that for a period of twenty-four
(24) months after acceptance of Items, that all Items furnished to Buyer
(i) will be free from defects in material and workmanship; (ii) will
conform to applicable drawings, designs, quality control plans, specifications,
and samples; (iii) will be merchantable; (iv) will be fit for the
particular purpose for which they are intended; (v) will comply with all
laws; and (vi) will be free from liens and other encumbrances, and, to the
extent an order calls for services to be performed, that such services will be
free from defects in workmanship, will meet all of the requirements of each
order and will be performed to the highest standards of workmanship in the
industry (all of which are hereinafter collectively called “Conforming
Items”).

       

      B.           In
the event Conforming Items are not furnished, within twenty (20) days after the
non-Conforming Item is returned to Seller, Seller shall at its cost repair,
correct or replace (at Buyer’s election among these alternatives) such
non-Conforming Items.  The failure of Seller to repair or replace and
redeliver such non-Conforming Items within such twenty (20) day period shall
entitle Buyer, at its election and in addition to any other rights or remedies
it may have at law or in equity, to have such non-Conforming Items corrected at
Seller’s expense.  In addition to the costs of repairing or replacing
such non-Conforming Items Seller agrees that, notwithstanding the provisions of
any warranties, expressed or otherwise, negotiated with respect to Items
purchased from Seller by Buyer or Buyer’s customers, Seller shall reimburse
Buyer for labor and material cost, including overhead and general administrative
(G&A) expense reasonably incurred by Buyer in connection
with:  (i) the unscheduled removal and/or replacement of such
Items or components thereof from a higher level assembly due to failure of such
Items to conform to requirements of the applicable order or defective material,
workmanship, or design; (ii) any such removal of said Items at Seller’s
request; or (iii) any such removal of said Items required due to any
previously required changes to said Items which Seller has failed to
incorporate.

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

      C.           The
warranty period shall be suspended upon notice that non-Conforming Items have
been furnished until they have been repaired or replaced and redelivered to
Buyer postage or freight prepaid, or in the case of nonconforming services, have
been corrected.  The un-expired portion of the warranty shall be
applicable to the repaired, replaced or corrected Conforming Items.

       

      7.           CHANGES.

       

      A.           Buyer
may, at any time, by a written change order, without notice to any sureties,
make changes in any one or more of the following:  (i) drawings,
designs, specifications, where the Items to be furnished are to be specially
manufactured for the Buyer in accordance therewith;  (ii) method
of shipment or packing;  (iii) place or time of inspection,
delivery, or acceptance; (iv) the quantity and/or type of services ordered,
(v) the work or service schedules, or (vi) the amount of any Buyer
furnished property. No claim by Seller for adjustment hereunder shall be allowed
unless made in writing for a specified amount within twenty (20) days from the
date notice of any such change is received by Seller.  If Seller
considers that the conduct, statement or direction of any of Buyer’s employees
constitutes a change hereunder, Seller shall notify Buyer’s authorized
representative and take no action on the perceived change pending written
approval of Buyer’s authorized representative.  Only Buyer’s
authorized representative has authority to approve a change.  Any
change made by Seller without such written approval shall be deemed voluntary by
Seller and not compensable in the cost of or time required for
performance.  Nothing in this Article shall excuse Seller from
proceeding with performance of the affected order as changed.

       

      B.           Notwithstanding
the above or any other provision of these General Purchase Order Provisions,
Seller hereby agrees that any changes that are made to meet the specified
performance requirements of any order shall not entitle Seller to any adjustment
in either price or delivery.

       

      8.           DESIGN
CHANGES.  During
performance of any order, Seller shall not make any changes in the design of
Items to be furnished by Seller under such order without advance written
notification to and written approval of Buyer.  The above requirement
applies whether or not there is a cost impact associated with the change and
regardless of the type of change involved, including product
improvements.

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

      9.           STOP
WORK ORDERS.  Buyer
may, at any time by written order, require Seller to stop all or any part of the
work under any order for a period of up to one hundred twenty (120) days after
delivery of such stop work order, and for any further period as the parties may
agree.  Immediately upon receipt of such stop work order, Seller shall
comply with its terms and take all reasonable steps to minimize the incurring of
costs allocable to the work stoppage.  At any time during such period,
Buyer may, in whole or in part, either cancel the stop work order or terminate
the affected order in accordance with Article 10.A., Termination, of these
General Purchase Order Provisions.  To the extent the stop work order
is canceled or expires, Seller shall resume work.  If a stop work
order is the sole and exclusive cause of a material change in cost or delivery,
an adjustment shall be made in the price (excluding profit) or the delivery
schedule, or both and the affected order modified accordingly; provided,
however, that no adjustment in price or delivery shall be made under this
Article If, (i) the work would have been otherwise interrupted or delayed,
or (ii) such adjustment is available or expressly excluded under any other
provision of such order or these General Purchase Order
Provisions.  No claim for adjustment shall be allowed unless submitted
to Buyer in writing in a specified amount within twenty (20) days after the work
is terminated or the stop work order expires or is canceled whichever first
occurs.

       

      10.           TERMINATION.

       

      A.           By
written notice, Buyer may terminate any order or any part thereof, for its sole
convenience.  In the event of such termination, Seller shall
immediately stop all work hereunder and shall immediately cause all of its
suppliers and subcontractors to cease work.  Subject to the terms of
these General Purchase Order Provisions, Seller shall be paid a portion of the
order price reflecting the actual costs incurred for the work performed prior to
the notice of termination, plus reasonable charges Seller can demonstrate to the
satisfaction of Buyer using its standard record keeping system, that have
resulted from the termination.  Seller shall submit its claim no later
than six (6) months after receipt of the termination notice.  Seller
shall make reasonably available to Buyer or Buyer’s representative, any books,
records and papers supporting its claim and such claims shall be subject to the
audit provisions of Section 19 of the Contract.  Seller shall not
be paid for any work performed or costs incurred which should have been
avoided.  Upon Buyer’s payment to Seller in accordance with this
Section 10.A., title to all equipment, materials, work-in-progress, special
tooling, finished products, and anything acquired for the affected order, and
any plans, drawings, specifications, Information, and other things that would
have been required to be delivered to Buyer, shall vest in Buyer.

       

      B.           By
written notice, Buyer may terminate any order in whole or in
part:  (i) if Seller fails or refuses to perform in accordance
with any of the requirements of such order or of the Contract with respect to
such order, or to make progress so as to endanger performance hereunder (a
“Default”),
(ii) if Seller becomes insolvent or suspends any of its operations or if
any petition is filed or proceeding commenced by or against Seller (whether
voluntary or involuntary) under any federal or state law, or under any
agreement, instrument, security interest, or similar arrangement, relating to
bankruptcy, arrangement among debtor and creditors, reorganization, receivership
or assignment for the benefit of creditors, (iii) if Seller fails to
provide Buyer, upon request, with adequate assurances of future performance of
the affected order within the time period requested by Buyer, or (iv) if
Seller engages in any use or disclosure of Information that is not expressly
permitted under the terms of these General Purchase Order Provisions or
Section 23 of the Contract.  Any such termination will be without
liability to Buyer except for completed Items delivered and accepted by Buyer,
payment for which can be set off against damages to Buyer.  Buyer
shall also have the right to remove any Product of the type affected by such
termination from the scope of the exclusivity obligations set forth in
Section 4(b) of the Contract.  Buyer may require Seller to
transfer title and deliver to Buyer any or all property produced or procured by
Seller for performance of the work completed as of the termination and Seller
shall be credited with the reasonable value thereof not to exceed Seller’s
actual incurred costs or the order price, whichever is less.  Seller
will be liable for actual and substantiated damages caused by or resulting from
its material default including but not limited to excess costs of
re-procurement.  If, after a termination of an order pursuant to
clause (i), (iii), or (iv) of this Section 10.B., it is determined
that Seller was not in Default, that adequate assurances had been provided, or
that Seller had a legal right to use or disclose Information, the termination
shall be deemed a termination of such order for convenience in accordance with
Section 10.A.  Buyer or its designee shall have the right to
audit all elements of any termination claim pursuant to Section 19 of the
Contract and Seller shall make available to Buyer or Buyer’s designee on request
all books, records, and papers relating thereto.  Termination of an
order pursuant to this Section 10.B. shall be without prejudice to any
other rights and remedies of Buyer under the Contract, other provisions of these
General Purchase Order Provisions, law or equity.

       

      
        
          
          

        

        
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      C.           To
the extent an order is not terminated pursuant to Sections 10.A. or 10.B.,
above, Seller shall continue performance.

       

      11.           EXCUSABLE
DELAYS.  Neither
party shall be in default for any delay or failure to perform hereunder due to
causes beyond its control despite the exercise of all commercially reasonable
efforts, and without its fault or negligence; provided, that any delay or
failure to perform caused by the default of a supplier of Seller at any
lower-tier shall be excused only if (i) it is beyond the control of both
Seller and such supplier and without the fault or negligence of either,
(ii) the parts to be furnished are not obtainable from other sources in
sufficient time to permit Seller to meet the delivery schedule, and
(iii) Seller furnishes prompt written notice to Buyer of the occurrence of
any such cause that will or may delay Seller’s performance; and that no delay or
failure to perform shall be excused if it is caused by a labor strike, stoppage,
slow-down or other labor dispute.  If delivery of any Item is delayed
by any excusable delay for more than forty-five (45) days, Buyer may, without
any additional extension, cancel all or part of any order with respect to the
delayed Item without liability, and exercise any of its remedies in accordance
with Article 10.B.

       

      12.           PRICES,
TAXES AND NEW MATERIAL.  Seller
warrants that none of the items furnished under any order are surplus, used,
remanufactured or reconditioned or of such age or so deteriorated as to impair
the usefulness or safety thereof, unless otherwise specifically stated on the
face of the applicable order.  Unless otherwise provided on the face
of the applicable order, THE PRICES APPEARING THEREIN INCLUDE ALL PACKAGING,
CRATING, AND FEDERAL, STATE, AND LOCAL TAXES, IF APPLICABLE, AND ARE FIRM FOR
THE DELIVERY PERIOD SHOWN, AND IN THE EVENT OF ANY CONFLICT BETWEEN THE PRICES
SET FORTH IN AN ORDER AND THE PRICES SET FORTH IN THE CONTRACT, THE PRICES SET
FORTH IN THE CONTRACT SHALL CONTROL.

       

      
        
          
          

        

        
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      13.           [INTENTIONALLY
OMITTED]

       

      14.           [INTENTIONALLY
OMITTED]

       

      15.           INJUNCTIVE
RELIEF.  Nothing contained herein shall operate to waive or limit
Buyer’s right to seek injunctive relief with respect to any breach or threatened
breach by Seller of its obligations under these General Purchase Order
Provisions.

       

      16.           PATENT,
TRADEMARK AND COPYRIGHT INDEMNITY.  To the extent Seller obtains or
has such right or protection from a sub-tier supplier, Seller shall do the
following:  Seller shall indemnify and hold harmless Buyer from any
and all damages, costs, including legal fees, losses, and liabilities resulting
from a suit, claim, or proceeding of alleged infringement of any Intellectual
Property rights by reason of the sale or use of any Item sold to Buyer
hereunder, and from reasonable expenses incurred by Buyer in defense of such
suit, claim, or proceeding if Seller does not undertake the defense thereof;
provided, that Seller is notified of any such suit and, except for suits against
the U.S. Government, Buyer offers Seller full and exclusive control of the
defense of such suit, claim, or proceeding when Items of Seller only are
involved therein or the right to participate in the defense of such suit, claim,
or proceeding when products other than those of Seller are also involved
therein; except that, this indemnity shall not extend to infringement resulting
solely from Seller’s compliance with Buyer’s specific designs.  In the
event of an injunction or restraining order, Seller shall, at its own expense,
either procure for Buyer the right to continue to sell and use the Item, or
replace or modify the Item so that it becomes non-infringing.  Seller
shall also indemnify Buyer’s customers and agents for such infringement if and
to the extent that Buyer has agreed so to indemnify them, but to no greater
extent than Seller has indemnified Buyer herein and under the same conditions as
set forth herein.

       

      17.           INDEMNIFICATION.  Seller
shall indemnify and hold harmless Buyer, its directors, officers, employees,
agents and invitees from and against all liability, demands, claims, losses,
costs, damages, and expenses, including but not limited to attorneys’ fees, by
reason or on account of property damage, death, and personal injury of
whatsoever nature or kind arising out of, as a result of, or in connection with
the performance of any order or the Contract that is occasioned by the willful
or negligent actions or omissions of, or material breach of the Contract by,
Seller or its suppliers or subcontractors at any tier.

       

      18.           INSURANCE.  Seller
will maintain and carry liability insurance which includes but is not limited to
commercial general liability (including product liability and for services to be
performed, completed operations liability) in a sum no less than $5 million,
automobile liability in a sum no less than $5 million, workmen’s compensation in
an amount no less than the applicable statutory minimum requirement and
employer’s liability in an amount of no less than $1 million, with insurance
carriers acceptable to Buyer.  Seller will, if requested by Buyer,
furnish certificates of insurance from its carrier(s) on the foregoing
coverages, which shall provide that such coverage shall not be changed without
thirty (30) days advance written notification to Buyer from the
carrier(s).

       

      19.           KEY
PERSONNEL.  Seller’s personnel listed or identified as Key Personnel
in any order are considered by Buyer to be critical to the successful
performance of such order, and were a substantial factor in Buyer’s decision to
award such order to Seller.  Buyer may consider any change by Seller
in its Key Personnel as grounds for termination of any affected order under
Section 10.B.

       

      
        
          
          

        

        
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      20.           PERFORMANCE
OF INDIVIDUALS.  Upon determination by Buyer, at any time, that the
performance of Seller’s employees assigned to the work under any
order  does not meet Buyer’s required standards, which shall be
consistent with the industry and reasonable and upon notification to Seller of
such determination, the failure of Seller to take appropriate corrective action
satisfactory to Buyer will be a cause for Buyer termination of such order under
Section 10.B.

       

      21.           STANDARDS
OF CONDUCT, INTEGRITY, AND COMPLIANCE.  Honeywell conducts its
business in strict compliance with applicable laws, rules, and regulations with
honesty and integrity and with a strong commitment to the highest standards of
business ethics.  In addition, it is the policy of Honeywell to enter
into representation or supplier agreements only with companies which have a
demonstrated record of, and commitment to, the highest ethical
standards.  Seller agrees that Seller will, at all times, adhere to
the standards set forth in Honeywell’s “Code of Business Conduct” (hereinafter
“Code”) and
will fully comply and take all necessary steps to assist Buyer in complying with
the Code as well as any other customary standards of business conduct prescribed
by law or regulation.  A copy of the Code may be obtained at
http://www.honeywell.com/sites/honeywell/codeofconduct.htm.  Seller
shall, at all times, carefully comply with all rules, laws and regulations
pertaining to entertainment or providing gratuities.

       

      22.           NOTICE
TO BUYER OF LABOR DISPUTES.  Whenever Seller has knowledge that any
actual or potential labor dispute is delaying or threatens to delay the timely
performance of each order, Seller shall immediately give notice thereof,
including all relevant information with respect thereto, to
Buyer.  Seller shall include this paragraph in each lower-tier
subcontract under any order.

       

      23.           SELLER’S
STATUS.  It is understood and agreed that Seller and/or its employees
engaged in the performance of the Contract and/or any order by Seller, are not
employees of Buyer and are not entitled to Buyer employee benefits or privileges
or any payment from Buyer  (other than as expressly provided for in
any order) and the Seller shall pay the salaries or expenses, applicable taxes,
including Social Security and unemployment of said employees.  Seller
shall also pay any expenses normally paid by an employer in connection with its
employees assigned to Buyer.  The Seller is and shall be deemed to be
an Independent Contractor at all times during its performance of the work
specified in each order.

       

      24.           FOREIGN
MANUFACTURE OF U.S. MUNITIONS LIST ARTICLES.

       

      A.           If
Seller has received technical data, manufacturing drawings, specifications,
software or similar type items from Buyer, it is the responsibility of Seller to
ensure compliance with all U.S. export laws and regulations.  These
laws include, but are not limited to, (i) Section 38 of the Arms
Export Control Act as enumerated in 22 CFR Parts 120-130, the International
Traffic in Arms Regulations (ITAR), and (ii) Export Administration Act of
1979, as amended in 15 CFR Parts 730-774 of the Export Administration
Regulations (EAR).

       

      
        
          
          

        

        
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      B.           No
technical data, manufacturing drawings, specifications, software or similar type
items shall be transferred, disclosed or exported to “Foreign Persons” without
specifically obtaining approvals from the U.S. Department of State’s Office of
Defense Trade Controls or from the U.S. Department of Commerce’s Bureau of
Industry and Security, as required.

       

      C.           In
the event that Seller is unable to comply with the U.S. export laws and
regulations as listed above, prior written authorization of Buyer must be
obtained by Seller if Seller intends to transfer, disclose or export any
technical data, manufacturing drawings, specifications, software or similar type
items to any “Foreign Persons” as defined in the above stated laws and
regulations.  Seller agrees to abide by all limitations and provisos
and/or riders and conditions listed on any licenses or other approvals issued by
the U.S. Department of State or the U.S. Department of Commerce.

       

      25.           COMPLIANCE
WITH LAWS.

       

      A.           Seller
shall comply with all applicable federal, state and local laws, Executive
Orders, rules and regulations during performance of the Contract and all orders,
including but not limited to, the Occupational Safety and Health Act of 1970 as
amended (“OSHA”); Toxic
Substances Control Act as amended (“TSCA”); the Fair
Labor Standards Act of 1938 as amended (“FLSA”); the Clean Air
Act as amended; the International Traffic in Arms Regulations (“ITAR”) as amended;
and the Anti Kickback Act of 1986 as amended.

       

      B.           Seller
agrees to furnish documentation, within seven (7) days of Buyer’s request,
regarding payment, offer, or agreement to pay “political contributions” or “fees
or commissions” (as those terms are defined at 22 CFR 130) with respect to any
sale by the Buyer for which a license or approval is required from the Office of
Defense Trade Controls, Department of State or any sale pursuant to a contract
with the Department of Defense under Section 22 of the Arms Export Control
Act (22 U.S.C. § 2762).

       

      C.           Seller
warrants that all representations and certifications furnished by Seller as
required by law or regulation in connection with each order are accurate,
current and complete as of the effective date of such order, and that to
Seller’s knowledge no person has been paid a kickback or illegal gratuity in
connection with such order or the Contract.  Seller agrees to
indemnify and hold Buyer and its customers harmless for any loss, damage or
expenses sustained because any certification or representation herein or in any
order, or required by law or regulation, made by Seller was inaccurate,
non-current or incomplete or due to Seller’s non compliance with any applicable
law or regulation.

       

      D.           To
the extent it is applicable to Seller’s Items, Seller shall at all times be in
compliance with the Fastener Quality Act (Public Law 101-592 as amended by
Public Law 105-234) as amended from time to time (the “Act”).  Seller
shall defend (with counsel of Buyer’s choosing), indemnify and hold harmless
Buyer from any and all claims, demands and causes of action brought by Buyer or
by any third party against Buyer in any manner relating to Seller’s failure to
comply with the Act.  Seller’s indemnity shall include, but not be
limited to, reimbursement of any costs associated with any return, recall or
retrofit of parts sold under any order which are not in compliance with the
Act.

       

      
        
          
          

        

        
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      E.           To
the extent applicable to Seller’s Items, Seller shall conform to the
requirements of European Union (EU) Directive 2003/11/EC relating to
restrictions on the marking and use of certain substances and preparations
containing the brominated fire retardant Pentabromodiphenyl ether (PentaBDE) and
Octabromodiphenyl ether (OctaBDE).  Seller shall defend (with counsel
of Buyer’s choosing), indemnify and hold harmless Buyer from any and all claims,
demands and causes of action brought by Buyer or by any third party against
Buyer in any manner relating to Seller’s failure to comply with this
directive.  Seller’s indemnity shall include, but not be limited to,
reimbursement of any costs associated with any return, recall or retrofit of
parts sold under any order which are not in compliance with the
Directive.

       

      F.           Seller
will comply with all applicable national, EU, state/provincial and local
environmental, health and safety laws, regulations or directives.

       

      G.           Upon
request, in form and substance satisfactory to enable Buyer to meet its
compliance obligations with regard to Regulation (EC) No 1907/2006 (“REACH”) or similar
laws or regulations identified by Buyer, Seller will provide Buyer with complete
information regarding the chemical composition of any Items (substances,
preparations, mixtures, alloys or goods) supplied under any order, including all
safety information required under REACH and information regarding the
registration or pre-registration status of any Items pursuant to REACH. Seller
agrees that it will include any Buyer “Identified Use” in its REACH
registrations or applications for authorization pursuant to REACH unless Seller
notifies Buyer in writing that it rejects such “Identified Use” in order to
protect human health or the environment and specifies the reason for such
rejection.  In such case Buyer shall have the right to terminate any
order without incurring any costs or damages.

       

      H.           Additionally,
unless Seller provides Buyer with a written material declaration showing such
substances and obtains Buyer’s prior written consent or Buyer clearly specifies
such substances in each order, no Items will contain any of the substances
identified in Article 4.1 of the European Parliament Directive 2002/95/EC
(RoHS Directive) as that Directive is updated from time to time, or similar laws
or regulations identified by Buyer, restricting the use of hazardous materials
in other jurisdictions.

       

      I.           Items
will comply with the restrictions set forth in the Montreal Protocol on
ozone-depleting substances.

       

      J.           Seller
will be responsible for all costs and liabilities for or relating to the
recycling of Items pursuant to the most current version of European Parliament
Directive 2002/96/EC (WEEE Directive) as such Directive is implemented in each
country, or similar laws or regulations identified by Buyer.

       

      26.           [INTENTIONALLY
OMITTED].

       

      27.           [INTENTIONALLY
OMITTED]

       

      28.           DISPUTES.

       

      A.           In
the event of any dispute, controversy or claim in any way arising out of the
Contract or any order (a “Dispute”), upon the
written notice of either party hereto, the parties hereto shall attempt to
negotiate a resolution of the Dispute.  If the parties hereto are
unable for any reason to resolve a Dispute within 30 days after the receipt of
such notice, the Dispute shall be submitted to mediation in accordance with
Section 28 B. hereof.

       

      
        
          
          

        

        
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      B.           Any
Dispute not resolved pursuant to Section 28 A. hereof shall, at the request
of either party hereto (a “Mediation Request”),
be submitted to non-binding mediation in accordance with the then current CPR
Mediation Procedure (the “Procedure”), except
as modified herein.  The mediation shall be held in New York, New
York.  The parties shall have 20 days from receipt by a party of a
Mediation Request to agree on a mediator.  If no mediator has been
agreed upon by the parties within 20 days of receipt by a party of a Mediation
Request, then either party may request (on written notice to the other party),
that the CPR appoint a mediator in accordance with the Procedure.  All
mediation pursuant to this clause shall be confidential and shall be treated as
compromise and settlement negotiations, and no oral or documentary
representations made by the parties during such mediation shall be admissible
for any purpose in any subsequent proceedings.  No party hereto shall
disclose or permit the disclosure of any information about the evidence adduced
or the documents produced by the other party in the mediation proceedings or
about the existence, contents or results of the mediation without the prior
written consent of the other party except in the course of a judicial or
regulatory proceeding or as may be required by law or requested by any foreign
or United States federal, state or local governmental, regulatory or
administrative agency or any court, tribunal, or judicial or arbitral body or
securities exchange.  Before making any disclosure permitted by the
preceding sentence, the party intending to make such disclosure shall give the
other party reasonable written notice of the intended disclosure and afford the
other party a reasonable opportunity to protect its interests.  If the
Dispute has not been resolved within 60 days of the appointment of a Mediator,
or within 90 days of receipt by a party of a Mediation Request (whichever occurs
sooner), or within such longer period as the parties may agree to in writing,
then any party may file an action on the Dispute in any court having
jurisdiction in accordance with Section 28 C.

       

      C.           Each
of the parties hereby irrevocably and unconditionally consents to submit to the
exclusive jurisdiction of the courts of the State of New York sitting in New
York County and the courts of the United States of America located in New York
County, New York for any litigation arising out of or relating to this Contract
or the transactions contemplated hereby or any of the other transactions
contemplated hereby (and agrees not to commence any litigation relating hereto
except in such courts), and further agrees that service of any process, summons,
notice or document by U.S. registered mail to its respective address set forth
in Section 1 of the Contract, shall be effective service of process for any
litigation brought against it in any such court.  Each of the parties
hereby irrevocably and unconditionally waives any objection to the laying of
venue of any litigation arising out of this Contract or the transactions
contemplated hereby or any of the other transactions contemplated hereby in the
courts of the State of New York sitting in New York County or the courts of the
United States of America located in New York County, New York and hereby further
irrevocably and unconditionally waives and agrees not to plead or claim in any
such court that any such litigation brought in any such court has been brought
in an inconvenient forum.  EACH OF THE PARTIES HERETO HEREBY
IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN
CONNECTION WITH ANY LITIGATION ARISING OUT OF OR RELATING IN ANY WAY TO
TRANSACTION MATTERS.

       

      
        
          
          

        

        
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      29.           CHOICE
OF LAW.  Any and all claims, disputes or controversies in any way
arising out of or relating to (a) this Contract, (b) any breach,
termination or validity of this Contract, (c) the transactions contemplated
hereby or (d) any discussions or communications relating in any way to this
Contract or transactions contemplated hereby (the “Transaction
Matters”), and the existence or validity of any and all defenses to such
claims, disputes or controversies, shall be governed and resolved exclusively by
the laws of the State of New York.  Each party irrevocably and
unconditionally waives any right to object to the application of New York
law or argue against its applicability to any of the matters referenced in the
immediately preceding sentence.

       

      30.           [INTENTIONALLY
OMITTED]

       

      31.           NON-WAIVER.  No
failure by Buyer to assert its rights under any provision of each order, or
failure of Seller to perform any provision of the Contract or any order, shall
be effective as a waiver thereof unless consented to in writing by Buyer; nor
shall any such waiver constitute an advance waiver of any other provision or
failure to perform.

       

      32.           ASSIGNMENT
AND SUBCONTRACTING.  Each party may assign all of its rights or
obligations under this Contract without the consent of the other party in
connection with a merger, reorganization or sale of all or substantially all of
the assets or business to which this Contract relates.  Each party
will provide the other party with written notice of any such assignment or
transfer no later than ten (10) days after the effective date of such assignment
or transfer.  Buyer may assign this Contract to an entity Controlling,
Controlled by or under common Control with Buyer (“Affiliate”) without
the prior written consent of Seller; Buyer may assign any portion of its rights
and obligations hereunder to either or both of two Affiliates, one in Europe and
one in Asia, without the prior written consent of Seller; and Buyer may assign
any portion of its rights and obligations hereunder to any other Affiliate with
the consent of Seller, such consent not be unreasonably
withheld.  Seller may subcontract or delegate its rights and
obligations under this Agreement to one or more wholly-owned subsidiaries of
Seller without the consent of Buyer but Seller remains liable for the
performance by such wholly-owned subsidiaries.  Any other assignment
or transfer of this Contract or the rights or obligations of a party hereunder
will require the consent of the other party. In the event of any assignment
permitted hereunder, the assignee shall agree in writing to be bound by the
terms and conditions of this Contract and to assume all of the obligations of
the assigning party.  Any other assignment or transfer of this
Contract, including a subcontract of the majority of Seller’s obligations under
this Contract, shall be void.  All terms and conditions of this
Contract shall be binding on and inure to the benefit of the legal
representatives, successors and permitted assigns of the parties.

       

      33.           HEADINGS.  Headings
set forth in the Contract or any  order are for convenience of
reference only and are not intended to, nor do they alter the meaning, content,
or enforceability of any Article hereof.

       

      34.           SEVERABILITY.  In
the event any provision of the Contract is held to be unenforceable or invalid
by any court of competent jurisdiction, the validity and enforceability of the
remaining provisions of the Contract will not be affected and, in lieu of such
invalid or unenforceable provision, there will be added automatically as part of
the Contract, as applicable, one or more provisions as similar in terms as may
be valid and enforceable under applicable law.

       

      
        
          
          

        

        
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      35.           SURVIVAL.  Articles 2,
6, 12, 16, 17, 25, 28 and 29 of these General Purchase Order Provisions and
Sections 19, 21, 22 and 23 of the Contract will survive the termination or
completion by Seller of performance of the Contract, these General Purchase
Order Provisions and/or any order.

       

      36.           RESPONSIBILITY
FOR SUBCONTRACTORS AND SUPPLIERS.  Seller will be responsible for the
performance of its subcontractors and suppliers and any breach or default of any
provision of this Contract or any order by any of them shall be deemed a breach
or default by Seller.

       

      
        
          
          

        

        
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        EXECUTION
COPY



      ATTACHMENT
3

       

      STATEMENT
OF WORK

       

      This
Statement of Work defines the services (“Services”) Seller
will provide to Buyer under the Contract (of which this Statement of Work is a
part).  All capitalized terms not defined in this Statement of Work
shall have the meaning assigned to them elsewhere in the Contract. There shall
be no additional charge for any of these Services.

       

      Seller
shall have and maintain the capability to manage mechanical and electrical
hardware components having variable consumption
requirements.  Additionally, Seller shall have and maintain the
capability to offer value added services including kitting, packaging and
electrostatic device handling in accordance with commercial and governmental
program requirements and with the requirements of the Contract.

       

      Seller
will be responsible for the scheduling, procurement, testing, and delivering of
Products at  Buyer’s facilities located in the locations listed in
Appendix A and such other locations as Buyer may designate from time to
time (“Buyer
Locations”), and shall be responsible for monitoring, management and bin
maintenance of Products in point of use areas at those Buyer locations that are
designated in Appendix A as being scanned by Seller (the “Seller-Scanned
Locations”).  Appendix A may be updated by Buyer from time
to time upon five (5) business days written notice to Seller.  Seller
shall continuously manage and rationalize its supply base with the objective of
optimizing cost and quality.  Furthermore, Seller shall have the
technical expertise to assist Buyer in part standardization.

       

      Seller
acknowledges that Seller’s location, facilities, quality control, manpower
availability and management personnel are part of the consideration of the
Contract.

       

      1.           GENERAL

       

      1.1           Seller
will maintain the capability and willingness to expand Services worldwide in
order to better support Buyer.

       

      1.2           Seller
shall ensure continuous support to Buyer by providing twenty-four (24) hour,
seven (7) day availability of a Buyer-dedicated Program Manager.  The
Program Manager must have a high level of experience and familiarity with all
Services.  Seller shall notify Buyer thirty (30) days prior to
placement of a Program Manager (providing name and qualifications), and the
selection of the Program Manager will be subject to the reasonable disapproval
by Buyer, in which case Seller will promptly designate an alternate Program
Manager acceptable to Buyer.  Seller will also provide adequate
additional on-site personnel at each Buyer Location to provide the
Services.  Buyer shall reserve the right to approve (which approval
shall not be unreasonably withheld) the Seller’s personnel dedicated to the
Services.  Furthermore, Seller shall provide, upon Buyer’s request,
information regarding the qualifications and experience of specified
personnel.

       

      1.3           During
implementation of the Services, transition activities shall be co-developed and
supported in a collaborative environment.  Seller shall assist with
implementation and training as required.  On-time delivery (OTD), PPM,
and Fill Rate standards for Products managed hereunder shall be as set forth in
the Contract.

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

      1.4           Until
January 1, 2010, Seller shall conduct in-person quarterly reviews (the
“Reviews”) of
the Services and Seller’s performance under the Contract with Buyer personnel as
specified by Buyer; thereafter, the Reviews shall take place every six (6)
months.  Seller shall make its Program Manager and all dedicated and
lead on-site personnel available for these Reviews.  The Reviews will
take place at a time and place specified by Buyer.  The Reviews shall
also address the following:

       

      
        	
                 
      

              	
                ·

              	
                Identify
      any existing or potential risk to Seller’s
  performance;

              


      

      
        	
                 
      

              	
                ·

              	
                Identify
      any problem areas or sources of dissatisfaction with Seller’s Products as
      expressed by Buyer or Buyer’s
customer;

              


      

      
        	
                 
      

              	
                ·

              	
                Develop
      joint corrective action plans and schedules for the two preceding
      items.

              


      

      
        	
                 
      

              	
                ·

              	
                Coordinate
      corrective action plans with delivery
schedules.

              


      

      
        	
                 
      

              	
                ·

              	
                Report
      progress of corrective action plans and schedules;
  and

              


      

      
        	
                 
      

              	
                ·

              	
                Identify
      potential areas of growth for Seller and Buyer
  Products.

              


      

      
        	
                 
      

              	
                ·

              	
                Identify
      productivity gains.

              


      

       

      At the
conclusion of each Review an action list, with assigned responsibilities, will
be prepared and signed by Buyer and Seller.  Any attendance at a
Review shall not relieve Seller of any obligations or transfer any obligations
of Seller to Buyer.

       

      1.5           Seller
shall provide a purchasing resource to perform purchasing activities associated
with the introduction of new Products to the Contract, as well as any potential
non-Contract requirements.  This resource shall be available to Buyer
to support such sourcing activities.  Such sourcing activities shall
include suggesting available industry alternates and proposals/recommendations
for adding new requirements to the current Contract.

       

      1.6           Seller
shall have available support staff to provide effective liaison and coordination
whenever problems arise with Services on both a routine and emergency
basis.  This assistance shall be available at no charge to Buyer, 24
hours per day/7 days per week.  Seller shall provide personnel at
Buyer Locations as described herein from 7:30 a.m.-5:00 p.m. local
time on regular Buyer work days.  Seller shall make on-call personnel
available to Buyer Locations outside these hours.

       

      1.7           As
of the Effective Date, Seller shall have developed and proposed to Buyer a
process to address normal operational support as well as emergency situations
and urgent requests by Buyer.  This process shall be subject to Buyer
approval and include, by way of example and not limitation, response time limits
as noted below:

       

      
        	
                 
      

              	
                ·

              	
                AOG
      contract Products:  will ship within four (4) hours from
      notification.

              


      

      
        	
                 
      

              	
                ·

              	
                Normal
      stockout line stoppage situations:  shall deliver within
      twenty-four (24) hours from
notification.

              


      

      
        	
                 
      

              	
                ·

              	
                Standard
      replenishment:  Will be delivered within five (5) business days
      after bin scan.

              


      

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

      1.8           Situations
involving Engineering/Technical support will be handled by Seller as
follows:

       

      
        	
                 
      

              	
                ·

              	
                Problem
      identification:  48 hours.  Seller will identify the
      problem requiring Engineering/Technical support to Buyer in
      writing

              


      

      
        	
                 
      

              	
                ·

              	
                Problem
      resolution plan:  1 week.  Seller will prepare and
      present to Buyer for its approval a plan for resolution of the
      problem.  Upon approval by Buyer, Seller will proceed to
      implement the plan in accordance with timetables set forth
      therein.

              


      

       

      1.9           Seller
shall provide and maintain the information systems, infrastructure, and
equipment required to support all activities related to the
Services.  Additionally, Seller information systems shall have
interface capability with Buyer information systems as mutually agreed upon by
Seller and Buyer.  Seller warrants that its information system
capabilities are suitable for the scope and magnitude of the Services and
flexible enough to adapt to Buyer’s requirements under the
Contract.  Buyer personnel shall have reasonable access to Seller
systems, as determined by Seller, to support various data needs associated with
the Services, including but not limited to on-line quality records, component
cross reference information, and reporting/metrics.

       

      2.           INVENTORY,
PACKAGING AND DELIVERY

       

      2.1           Seller
will maintain its warehouse facilities in locations to be agreed upon such that
at all times during the Term (i) they are adequate to support the provision
of the Services to Buyer and fulfill Seller’s obligations under the Contract;
and (ii) they are adequate to protect Products against theft, casualty
damage, degradation and environmental damage.  Seller will maintain
Forward Stocking Locations (“FSLs”) on a virtual
basis for all Buyer Locations.  Buyer reserves the right to request
physical FSLs at any of the Buyer Locations and shall provide Seller reasonable
opportunity to establish such FSLs and business justification for such FSLs.
Seller shall use reasonable best efforts to establish such FSLs within six (6)
months of such request, but to the extent that the establishment of such FSLs is
impracticable notwithstanding the exercise of such efforts, Seller may have
additional time to establish such FSLs, up to a total of nine (9) months from
the date of such request.  Seller will hire and dedicate a sufficient
number of employees (which may be FTEs as approved by Buyer) to operate the FSLs
and support Buyer at the Buyer Locations, at the cost and expense of
Seller.  Seller employees will deliver items to Buyer’s facility and,
at Seller-Scanned Locations, scan and fill Products into Buyer’s
bins.  Seller will be responsible for tax liabilities on inventory
that it owns.

       

      2.2           Seller
shall bar code and package the Products and documents in accordance with Buyer’s
procedures as further detailed in Appendix D hereto.  Seller
shall package the Products in clear and resealable electronic static discharge
(ESD) bags, if applicable.  Seller shall provide adequate protection
for all Products to prevent damage, loss, corrosion, deterioration and other
injury or harmful conditions during shipment, handling and
storage.  Products will be shipped in disposable containers suitable
for land or air transport.

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

      2.3           The
following documents will be available to Buyer for all Products herein and must
accompany all Products, and in the event that Products are being shipped
cross-borders one (1) copy thereof inside the shipping container and one (1)
outside the container:

       

      1.           Copies
of packing slips or certificates of compliance, or both;

       

      2.           Copies
of the bill of lading, express courier receipt or waybill with the mention of
the Purchase Order and the part number;

       

      3.           Copies
of the commercial invoices (in addition to the two (2) invoices sent with the
original to the Accounts Payable Department);

       

      4.           Copies
of the customs invoice, if and as applicable, with the mention of the purchase
order and the part numbers, the exact description of the Products, harmonized
system code for purposes of clearing customs, bill of lading or waybill numbers
and declared value.  The declared value must include all costs
required to be included by applicable customs laws.

       

      2.4           Title
and risk of loss shall pass to Buyer upon (i) placement of the Products in
the bins for Products to be delivered at Seller-Scanned Locations, and
(ii) delivery of the Products to Buyer’s dock for Products to be delivered
at other Buyer Locations.

       

      3.           DIRECT
SHIP AUTHORITY

       

      3.1           Pursuant
to the terms of this Contract, Seller shall be permitted to sell, import and
distribute the Products pursuant to Buyer’s Direct Ship Authority.  In
order to maintain and meet the requirements of Buyer’s Direct Ship Authority,
Seller agrees to use the Products in strict accordance with the terms and
conditions set forth in this Contract and the License Agreement, and not to use
the Products for any other purpose, including without limitation, to design or
manufacture products, compare a product or design of a product, or obtain FAA
PMA, Designated Engineering Representative approval, or other governmental
approval to manufacture or repair a product.  In the event that Seller
fails to comply with the provisions of Buyer’s Direct Ship Authority and
Seller’s obligations set forth in this Section 3, Buyer may, at its option,
rescind Seller’s rights to sell, import and distribute the Products pursuant to
Buyer’s Direct Ship Authority.

       

      3.2           Seller
will maintain or cause to be maintained its registration and all underlying
requirements with all applicable Regulatory Authorities, including, without
limitation, registration with the FAA to be in full compliance with the
Authorized Release Certificate, FAA Form 8130-3, Airworthiness Approval
Tag, as required by the Seller to fully satisfy its obligations and conditions
under this Contract.  Seller will (a) report to every applicable
Regulatory Authority within any relevant time periods all events that are
required to be reported (including any death or serious bodily injury caused by
any Products); and (b) deliver, within the permitted time periods, all
annual or other periodic reports required to be delivered to every applicable
Regulatory Authority.

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

      4.           WORK
IN PROCESS

       

      4.1           Seller
shall observe and comply with Buyer’s existing floor layouts and bin
configurations and labeling.  Seller shall recommend optimizations to
floor layouts and bin container sizes and labeling systems for the components in
order to maximize the efficiency of the Services.  All such
recommendations shall be in accordance with Buyer’s plant engineering
requirements and are subject to Buyer approval.  Upon request by
Buyer, Seller shall be responsible for developing processes and procedures to
add, remove, identify, control, maintain, and replace (as needed) containers
according to Buyer’s various production requirements.

       

      4.2           This
Article 4.2 applies to Seller-Scanned Locations only.  Seller’s
bin replenishment processes shall support the various Buyer requirements as set
forth in the Contract.  Seller’s employees will visually inspect and
scan all bins routinely and at least once a day.  Seller shall provide
visual scan signals to indicate when scan for replenishment has
occurred.  Seller will take full responsibility for monitoring the
Products in the bins, ordering replenishment Products and restocking the Floor
Bins with Products as required.  Routine replenishment of Products
will be accomplished by Seller within an average of five (5) business days and
stockouts will be replenished within twenty-four (24) hours.  Seller
will keep the bins and the immediate area surrounding the bins neat and free
from debris.  Products placed in the bins will be kept in Seller’s
packaging until Buyer purchases or uses the Products so that lot traceability
can be maintained.  Seller, with Buyer support, must be able to assess
the minimum and maximum stock level of each bin container.

       

      4.3           Seller
replenishment processes must ensure component availability and shall at a
minimum comply with Appendix B hereto.  In the event of a
shortage, Seller information systems must provide capability for stock transfers
from station to station/bin to bin/Buyer Location to Buyer
Location.  Seller shall support bin replenishment lead times as
provided in the Contract.  Oversize requirements, spares, repairs and
components associated with engineering changes shall be addressed with a 24 hour
time frame.  Seller shall determine inventory availability, obtain
Buyer approval, place purchase orders and expedite Product delivery to
Buyer.

       

      4.4           Seller
shall recommend process improvements regarding min/max calculations and stocking
levels to maximize efficiency.  Seller recommendations shall be
subject to Buyer approval and will be in accordance with the parties’ intent of
maintaining supplies as set forth in the Contract.

       

      5.           QUALITY

       

      5.1           Seller
will at all times comply with industry standard or better quality requirements
regarding process controls, design controls, document controls, purchasing,
sub-tier suppliers’ manufacturing methods, weight controls, tool controls and
documentation delivery.  As of the Effective Date Seller shall have
provided to Buyer for Buyer’s approval a written description (the “Quality Plan”) of the
process (“Quality
Program”) it will use to meet these quality requirements and to promote
continuous improvements thereto, as further detailed in
Article 5.7.  For all Products delivered under the Contract,
Seller’s qualified quality personnel will inspect, test, accept or reject as
appropriate, and certify in writing prior to delivery that Products are
airworthy and meet contractual (and to the extent applicable purchase order)
requirements.  Upon Buyer approval, and throughout the Term, Seller
will maintain and comply with the Quality Program.  Seller’s
performance under, and possible improvements to, the Quality Program will be
reviewed at the Quarterly Reviews.

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

      5.2           Seller
shall maintain all requirements under AC OO-56A Voluntary Industry Distributor
Accreditation Program, as may be amended from time to time.  Seller’s
quality system and/or inspection system shall comply with the requirements of AS
9100 and 9120, and the following additional standards, as
applicable:

       

      For
non-U.S. Locations:

       

      1.           ISO
9001; or

      2.           ISO
9002; or

      3.           SO
9003; or

      4.           AQAP-1;
or

      5.           AQAP-4;
or

      6.           AQAP-9;
or

      7.           JAR
Part 21; or

      8.           Transport
Canada (TC) Chapter 561

       

      For
U.S. Locations:

       

      1.           ISO
9001; or

      2.           ISO
9002; or

      3.           ISO
9003; or

      4.           FAR
Part 21.

       

      5.3           Seller
shall comply with Buyer’s quality requirements as specified in relevant Buyer
purchase order clauses and required Buyer engineering control standards or
drawings.

       

      5.4           Seller
is fully responsible for all work subcontracted, and shall ensure the flow-down
of Buyer’s quality requirements to Seller’s subcontractor(s) and
suppliers.

       

      5.5           Seller
shall comply with Buyer’s Supplemental Purchase Order Conditions Manual,
Revision G, dated September 15, 2007 (“SPOC”), and any
subsequent revisions thereto.  Buyer shall supply Seller copy of the
manual prior to execution of this Contract.

       

      5.6           For
any Products affected by shelf life and/or service life, Seller shall ensure
that such Products are delivered no more than three (3) months prior to
expiration date.

       

      5.7           The
Quality Plan shall set forth in detail the procedures and instructions that
ensure thorough design, manufacture, inspection, test and services, product
conformity to Contract requirements specifically for the
Product(s).  At a minimum, the Quality Plan shall contain elements
defining the following:

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

      1.           purpose
of the plan;

      2.           management
responsibilities;

      3.           quality
system;

      4.           contract
review;

      5.           design
and development, configuration management;

      6.           documentation,
record keeping and data control;

      7.           purchasing;

      8.           customer
supplied Products;

      9.           Products
identification and traceability;

      10.         process
control;

      11.         inspection
and testing;

      12.         inspection,
measuring and test equipment;

      13.         inspection
and test status;

      14.         control
of non-conforming Products;

      15.         corrective
and preventative action;

      16.         handling,
storage, packaging and delivery;

      17.         [Intentionally
Omitted];

      18.         internal
quality review and audits;

      19.         training
and personnel certification;

      20.         servicing
- product support;

      21.         statistical
techniques;

      22.         inspection
stamp controls; and

      23.         First
Article Inspection on Buyer Engineering controlled parts, said FAIs shall be
acceptable from the manufacturer to the Buyer.

       

      5.8         All
or some of the elements stated below may be required by Buyer in addition to the
Quality Plan depending on the Product to be supplied:

       

      1.           design
control;

      2.           document
control;

      3.           special
class parts;

      4.           weight
controls;

      5.           methods
and manufacturing;

      6.           tool
controls;

      7.           interchangeability
and interface controls; and

      8.           additional
delivery documentation.

       

      The
parties understand that some of the above-mentioned elements may require
additional processing time and costs to implement.  Buyer will be
liable for these reasonable costs upon invoice from Seller.

       

      5.9           For
Products subject to Material Review Board (“MRB”) review, Seller
will abide by all Buyer’s MRB requirements.  Seller may not assume
delegation of MRB authority without the prior written consent of
Buyer.

       

      5.10           Seller
shall supply Products in compliance with the technical and contractual
requirements specified in the Contract and applicable purchase
orders.  Products which become non-conforming due to hardware or
software developments or modifications, manufacturing discrepancies or defective
material shall not be shipped to Buyer without Buyer’s prior written
approval.

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

      5.11           First
article Inspection must be carried out by Seller against both Buyer’s and
Seller’s drawings, as and when applicable and in compliance with the
SPOC.  Each first article Inspection report, which Buyer shall accept
from manufacturer, shall cover, at a minimum, all related dimension and notes
found on the drawings of latest issue.  Seller shall identify key
characteristics whenever possible.

       

      5.12           For
all new Products, first article Inspection and functional testing must be
carried out on one (1) Product from the first production batch and in accordance
with the SPOC.  Any subsequent Product change, an interruption to the
production or manufacturing process in excess of eighteen (18) months or any
configuration change shall also require a first article Inspection report and
test from Seller.  For any new Products procured after the Contract
date, Seller shall flow this requirement to the manufacturer.  For all
existing inventory, this requirement is hereby waived.  In addition,
for all Products, even those which have been previously subjected to first
article Inspection, further first article Inspections shall be carried out from
time to time as specified in the SPOC.  A first article Inspection
report must be included with all first article shipments.

       

      5.13           Buyer
must supply appropriate drawings to Seller for inspection purposes prior to
initial shipment of the Products therein described.

       

      5.14           Any
Buyer source inspection carried out on the Product(s) does  indicate
final acceptance by Buyer, and does relieve Seller of the responsibility for
quality and delivering Product(s) conforming to the Contract.

       

      5.15           For
the period set forth in the audit provisions of the Contract, Seller shall
maintain on file records regarding the provision and quality of the
Services.  All such records shall be subject to Buyer’s audit rights
set forth therein.  All such records shall be reasonably available
electronically for access by Buyer at all times.

       

      5.16           Seller
shall coordinate with Buyer on a monthly basis to report actions taken on
identified non-conformances.  The reporting format will be agreed upon
by Buyer and Seller.

       

      5.17           Notwithstanding
any acceptance or inspection by Buyer, any Products which are not delivered in
conformity with the terms and conditions of this Contract shall be held by
Buyer, at Seller’s expense, pending disposal.  Seller shall then
remove, repair or replace, at Seller’s option, any such non-conforming Products
at no additional expense to Buyer.  In cases where any Products have
been returned to Seller’s facility, Buyer shall issue a corresponding debit note
(including transportation costs) on any payments made.  Any rejected
or defective Products which are not promptly corrected in order to meet the
delivery schedule may, at Buyer’s option, be corrected by Buyer at Seller’s
expense.

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

      5.18           For
all Products delivered which are not part of bin program service requirements,
Seller shall submit one (1) set of certificates as specified in the SPOC and/or
applicable purchase order; otherwise, said certificates will be available
on-line.

       

      5.19           Seller
shall attach the necessary certification document(s) to permit importing the
Products, and installing the Products into a prototype or production Aircraft in
accordance with the latest revision of the airworthiness regulations applicable
for the importing country.  The certification document(s) shall show
the configuration/modification status of each Product.

       

      5.20           Buyer
shall be entitled to place and maintain a resident quality representative at
Seller’s principal place of business or warehouses and/or at Seller’s
subcontractor(s)/sub-tiers during the Term or such lesser periods as Buyer may
deem suitable, to witness acceptance test of the Product(s), and to carry out
source inspection acceptance of the Product(s) prior to shipment; provided,
however, that Seller will conduct source inspections regardless of whether Buyer
exercises its rights under the preceding clause.

       

      5.21           During
performance of this Contract, Seller’s quality system and status, inspection
system, software quality system, manufacturing and test processes may be
periodically reviewed and evaluated, on a planned basis, by Buyer, governmental
quality personnel or a customer’s representative, to the degree and frequency
determined necessary by Buyer or its government inspector.

       

      6.           CHANGE
MANAGEMENT

       

      Seller
shall provide to Buyer notice of industry standard changes that will affect
Products upon notification from suppliers.  Furthermore, such
notifications shall be made in advance of applicability by a period at least as
long as the applicable Product lead time to avoid potential disruption to Buyer
production operations.  Such notification will be communicated by
Seller through the Buyer change request process, or as otherwise requested by
Buyer.  Buyer and Seller information systems teams shall work together
to ensure system interface and training are conducted
accordingly.  Seller shall submit a change/obsolescence control
management plan for review and approval by Buyer, and include process for bin
level re-identification as necessary.  Regardless of industry driven
changes to Buyer driven changes to the components, Seller’s change management
plan shall minimize inventory exposure to both Buyer and Seller.

       

      7.           SUPPLY
BASE MANAGEMENT

       

      Subject to
the exclusivity provisions set forth in Section 4 of the Contract, Buyer
reserves the right to maintain its relationship with
manufacturers.  Seller shall continuously focus on opportunities to
optimize its supply base by providing periodic supplier rationalization
updates.  Seller shall proactively manage its supply base by
monitoring areas such as delivery and quality performance, lead-time reduction,
cost reduction initiatives, and service level.  Such efforts will be
periodically communicated to Buyer as requested.  Seller must access
the Supplier Portal at least once in each month and is responsible to maintain
the integrity of the data therein. Seller’s performance shall be measured in
part by the Supplier Portal, but such measurement shall not be limited to the
Supplier Portal.

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

      8.           DATA
AND REPORTING

       

      8.1           Seller
shall provide reports at the frequency specified below that include, but are not
limited to, the following:

       

      
        	
                 
      

              	
                ·

              	
                12
      Month Report (quarterly for rolling 12-month
  periods):

              


      

      
        	
                 
      

              	
                o

              	
                Calculate
      number of scan hits per bin

              


      

      
        	
                 
      

              	
                ■

              	
                Any
      bins with >16 hits per year, review against
  forecast

              


      

      
        	
                 
      

              	
                ■

              	
                Make
      recommendations on scan quantities based on this
    information

              


      

       

      
        	
                 
      

              	
                ·

              	
                Auto-AMC
      (monthly):

              


      

      
        	
                 
      

              	
                o

              	
                Looks
      at historical demand to calculate monthly average to ensure Seller has
      the  right amount of stock in the FSL to support Buyer’s
      demand

              


      

      
        	
                 
      

              	
                o

              	
                Seller
      can then fill out AMC Justification form when variances
    arise

              


      

       

      
        	
                 
      

              	
                ·

              	
                Fill-Rate
      Report (monthly):

              


      

      
        	
                 
      

              	
                o

              	
                Used
      for the Voice of the Customer or equivalent reporting
  tool

              


      

       

      
        	
                 
      

              	
                ·

              	
                Stockouts
      (monthly):

              


      

      
        	
                 
      

              	
                o

              	
                Chart
      the monthly stockouts per Buyer
Location

              


      

      
        	
                 
      

              	
                o

              	
                Seller
      to proactively work report to catch problems before they come
      up

              


      

       

      
        	
                 
      

              	
                ·

              	
                Aged
      Past Due (weekly):

              


      

      
        	
                 
      

              	
                o

              	
                Work
      past due parts

              


      

      
        	
                 
      

              	
                o

              	
                Prioritizes
      past dues

              


      

       

      
        	
                 
      

              	
                ·

              	
                Weekly
      Open Order Reports:

              


      

      
        	
                 
      

              	
                o

              	
                Automated
      report from Sales Zone or equivalent reporting
  tool

              


      

       

      
        	
                 
      

              	
                ·

              	
                Daily
      Scan Reports:

              


      

      
        	
                 
      

              	
                o

              	
                Occur
      once scan is successfully uploaded into
BPCS

              


      

       

      
        	
                 
      

              	
                ·

              	
                Daily
      Shipment Reports:

              


      

      
        	
                 
      

              	
                o

              	
                Show
      shipments that occurred the prior
day

              


      

       

      
        	
                 
      

              	
                ·

              	
                Monthly
      Bin Location Update:

              


      

      
        	
                 
      

              	
                o

              	
                Provides
      Buyer with current “bin map” for
reference

              


      

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

      
        	
                 
      

              	
                ·

              	
                Phoenix
      R&O (Customer Specific):

              


      

      
        	
                 
      

              	
                o

              	
                Subject
      to Seller authorization and approval, Buyer is linked directly into Data
      Warehouse to obtain:

              


      

      
        	
                 
      

              	
                ■

              	
                Shipments

              


      

      
        	
                 
      

              	
                ■

              	
                Open
      Orders

              


      

      
        	
                 
      

              	
                ■

              	
                Shelf-life
      data

              


      

       

      8.2           Throughout
the Term, Seller agrees to communicate and transfer data electronically with
Buyer when and as required by Buyer.  In this respect, Seller shall
maintain software, software formats and versions, system operations, security
procedures, signature processes, transmission regulations and any other required
procedures which are consistent with Buyer’s systems, formats and
procedures.  Seller shall have the ability to perform web based
purchase order transactions.

       

      9.           SELLER
PERSONNEL

       

      9.1           Seller
will assign qualified personnel to perform the Services, and will ensure that
its personnel devote sufficient time and effort to performing the Services as
necessary to complete all Services in accordance with this Statement of Work and
to meet the performance standards set forth in this Statement of Work and
elsewhere in the Contract.  Seller will bear all liability for the
acts or omissions of the personnel assigned to perform the
Services.  If Buyer determines that any Seller personnel performing
Services are unacceptable, Buyer will notify Seller providing reasons in writing
and Seller will take prompt, appropriate corrective action, which may include,
at Buyer’s request, replacing the personnel, to be mutually agreed upon by the
parties.  Seller will pay all costs associated with replacing the
personnel.

       

      9.2           Nothing
in the Contract will be construed to place Seller and Buyer in an agency,
employment, franchise, joint venture or partnership
relationship.  Neither party has the authority to obligate nor to bind
the other in any manner; and nothing contained in the Contract will give rise to
or is intended to give rise to rights of any kind to any third
parties.  Neither party will make any representation to the
contrary.  The parties agree that Seller will perform its obligations
under the Contract as an independent contractor.  Seller retains the
right and obligation to exercise full control of, supervision over and
responsibility for Seller’s performance hereunder, including the employment,
direction, compensation and discharge of Seller’s personnel, as well as
compliance with workers’ compensation, unemployment, disability insurance,
social security, withholding and all other laws, rules, codes, taxes,
regulations and ordinances governing such matters.

       

      9.3           When
performing Services at Buyer’s facility, Seller personnel will observe and
comply with Buyer’s security procedures (including with limitation those set
forth in Appendix C, Honeywell’s Security Provisions for Employees of
Honeywell Subcontractors/Sellers/Vendors or other procedures that apply in lieu
of or in addition to Appendix C at particular Buyer Locations to the extent
that pertinent Seller personnel are notified thereof in writing or by posting at
the relevant Buyer Location), rules, regulations, policies, working hours and
holiday schedules. Seller will comply with all applicable national, state and
local laws, regulations and ordinances and Buyer’s Code of Business Conduct
(“Code”) in
performing this Agreement.  A copy of the Code may be obtained at
http://www.honeywell.com/sites/honeywell/codeofconduct.htm.  Seller
will maintain an integrity and compliance program acceptable to Buyer and
effective in preventing and correcting ethical violations and in maintaining
compliance with laws.

       

      
        
          
          

        

        
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      9.4           Both
parties agree to limit access to technology only to persons who qualify for
access under the governing export laws, and who have a specific and legitimate
business need for such information.  Both parties acknowledge and
understand that persons from nations embargoed by the United States (including
but not limited to Cuba, Iran, North Korea, Syria, and Sudan), and persons or
entities included in any of the U.S. Government’s restricted parties lists, are
prohibited from engaging in activities involving Buyer.

       

      9.5           Seller’s
personnel assigned to work at a Buyer location under this agreement must
be:  (a) 18 years of age or older; (b) legally qualified to
perform the work to which they are assigned; (c) competent to provide the
assigned services; and (d) trained as required for the
assignment.  If any potential Seller personnel is a foreign person
(not a U.S. citizen, or permanent resident as defined by 8 U.S.C. 1101(a)(20) or
protected individual as defined by 8 U.S.C. 1324b(a)(3)) and is in the U.S.
under a visa or any other work authorization, Seller must notify the Buyer
Export Control Manager or designated Buyer personnel for evaluation for
potential export licensing requirement prior to performing Services for
Buyer.

       

      10.           COMPLIANCE

       

      In
addition to and without limiting any other compliance requirements under the
Contract or the SPOC, Seller will comply with the following:

       

      10.1           Upon
Buyer’s request, Seller agrees to provide Buyer with information necessary for
Buyer to meet future re-export compliance obligations.  Seller
represents, warrants and covenants that, as of the date of shipment, it will
have obtained all necessary export and import licenses, permits or exemptions
relating to the Products exported by Seller outside of the Untied States. Seller
will act as the exporter of record for purposes of U.S. Census Bureau, Automated
Export System (AES) filings and comply with all U.S. export laws and regulations
including, but not limited to the International Traffic in Arms Regulations
(ITAR) and Export Administration Regulations (EAR) for all Products shipped
outside of the United States, and will be responsible for obtaining all
necessary validated export licenses and permits necessary to ship any Products
to locations outside of the United States. Where applicable, Seller may be
permitted to utilize Buyer’s license authority for the shipment of certain
ITAR-restricted parts oversees. Seller will advise Buyer of any import or export
restrictions imposed by any governmental authority upon any of Seller’s Products
sold to Buyer.

       

      10.2           All
Products shall be in compliance with FAA and other applicable airworthiness
authorities’ certification requirements.  Seller shall, at its
expense, supply certification data to Buyer for analysis and, when required by
Buyer, shall submit such data to the appropriate government airworthiness
authorities.  Seller shall reimburse any direct costs incurred by
Buyer (including, without limitation, flight testing costs) as a result of any
delay, act, omission or failure to perform by Seller pursuant to this
Article 10.2.

       

      
        
          
          

        

        
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      10.3           Buyer
shall assist Seller in obtaining direct shipping authorization from the FAA to
issue 8130-3 tags with regard to Products supplied to the
aftermarket.

       

      11.           PART
STANDARDIZATION

       

      Seller
shall submit to Buyer a plan for promoting component standardization and
rationalization.  Seller shall develop and maintain an electronic
listing of all Products along with cross reference part numbers per military and
industry standards.  This database should be regularly utilized by
Buyer and Seller to evaluate potential lower cost standard replacements for
existing requirements and new design applications.

       

      12.           WARRANTIES

       

      12.1           Seller
warrants that:  (a) all Services will be performed in a competent
and professional manner, by qualified personnel under the direction and control
of Seller, in accordance with the highest standards in the industry provided by
reputable service providers performing services of a similar nature, and (in the
case of each of Seller’s personnel) with the same degree of care, skill and
diligence as is ordinarily possessed and exercised by a member of the same
profession, currently practicing, under similar circumstances; and (b) the
Services will comply with this Statement of Work.

       

      12.2           If
Buyer determines that the Services or any part thereof are defective or
otherwise not in conformity with the Contract, then Buyer may, by written notice
to Seller reject the defective or non-conforming Services, in which case Seller
will, at Buyer’s direction and at Seller’s expense, timely re-perform, correct,
repair or replace the defective or non-conforming Services so that they conform
to the requirements of the Contract.  If Seller is unable or unwilling
to fulfill this obligation within a reasonable time, then Buyer may fulfill or
have a third party fulfill Seller’s obligation at Seller’s
expense.  Seller is responsible for all related costs, expenses and
damages resulting from the non-conformance, including all customer charges and
expenses; and all other corrective action costs.  Unless set off by
Buyer, Seller will reimburse Buyer for all these costs upon receipt of Buyer’s
invoice.

       

      12.3           The
warranties set forth in this Article 12 survive any delivery, inspection,
acceptance or payment by Buyer.  Claims for breach of warranty do not
accrue until discovery of noncompliance, even if the Services were previously
accepted.  The warranties provided are cumulative and in addition to
any warranty provided by law or in equity.  Any applicable statute of
limitation runs from the date of discovery.

       

      13.           SAFETY

       

      Seller
will provide Buyer notice of the occurrence of a safety problem relating to
Buyer or its Customers not more than twenty-four (24) hours after Seller first
learns of the occurrence.  Seller shall provide to Buyer a proposed
plan to fix the problem no more than forty-eight (48) hours after notice of a
safety problem.  Seller shall keep Buyer advised regarding service
occurrences that may be of interest to Buyer, and provide such records that may
assist Buyer in ensuring that support of Products in service can be
maintained.  Seller shall assist Buyer, at no cost, in accident
investigations when Buyer determines Seller may be able to provide information,
which would assist in determining the cause of an accident.

       

      
        
          
          

        

        
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      14.           TRANSITION

       

      Upon
termination or expiration of the Contract, Seller will provide all assistance
and cooperation reasonably requested by Buyer in transitioning to one or more
new suppliers of Products and Services.

       

      


      
        
          
          

        

        
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      Appendix A

       

      To

       

      ATTACHMENT
3

       

      LIST
OF BUYER LOCATIONS

       

      


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        ***CONFIDENTIAL
TREATMENT REQUESTED

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      Appendix B

       

      To

       

      ATTACHMENT
3

       

      


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        ***CONFIDENTIAL
TREATMENT REQUESTED ON 2 PAGES

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      Appendix C

      To
ATTACHMENT 3

       

      Security
Provisions for Employees of

      Honeywell
Subcontractors/Sellers/Vendors

      (Revised
6/00)

       

      As a
provider of services to Honeywell, Seller and its personnel must comply with the
Honeywell security provisions set forth in this Appendix C while on
Honeywell property.  A copy of these rules is to be given to each of
Seller’s personnel the first time they are sent to a Honeywell facility and at
least annually thereafter.  Honeywell, in its sole discretion, and
without liability to Honeywell under this Agreement, shall have the right to
refuse to accept services from any person that does not comply with these
provisions.  While at a Honeywell facility the following rules are
applicable and shall be complied with.

       

      GENERAL
PROVISIONS:

       

      1.           Seller
and any permitted subcontractors/suppliers/vendors (seller and such permitted
subcontractors/suppliers/vendors collectively herein referred to as “Contractors”) will
provide their employees assigned to Honeywell facilities a company
identification card, which includes a current picture of the employee and
signature.  Contractors who subcontract out part of their Honeywell
work will also provide a picture identification card, which includes a current
picture and signature. Contractors or their subcontractor employees not having a
picture on their company identification card will be required to show another
form of acceptable picture identification.

       

      2.           Contractors
will provide a monthly roster of employees on contract to Honeywell Security
Operations Badge Shop Supervisor, PO Box 52181, Phoenix, AZ 85072-2181, mail
stop 109.  Monthly rosters may also be faxed to 602-231-2379. The
roster must be signed and dated by the responsible contract manager. Included on
the roster should be the contract managers, or designee, phone number for
employment verification purposes. Changes to a roster (e.g., employee
terminates) will require a new roster to be generated, signed and dated by the
responsible contract manager and sent to Honeywell Security Operations for
distribution.

       

      3.           Contractors
will provide a means of contacting their employees at all times while on
Honeywell premises.  Notification will be by a pager, cellular phone,
or phone system.

       

      4.           All
Contractors and their subcontract employees that require drive-on privileges
will be required to ingress and egress Honeywell facilities using one of the
gates designated for their use depending on the location of the work being
performed.  [GATE DESIGNATIONS TO BE INCLUDED AT TIME OF ISSUANCE TO
PERSONNEL]

       

      5.           Prior
to driving or walking on-site, Contractor personnel must exchange their company
identification card for a Honeywell contractor badge.

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

      6.           All
items, company and personal, brought into or out of Honeywell facilities are
subject to search.  Firearms, alcohol, illegal drugs, recording
devices, cameras, and similar items are prohibited on Honeywell premises unless
authorized by the Manager, Security Operations, or his/her designee. Contraband
will be immediately confiscated. Radios are prohibited except where approved by
management. Inspection of vehicles shall consist of, but not limited to, the
trunk, front and back seats and open areas in the event the vehicle is a pick-up
or van.

       

      7.           Confiscated
items will be issued a property tag.  Products not claimed by the end
of shift will be forwarded to building 109, Security Operations Control Center
(SOCC).

       

      8.           Refusing
Honeywell or a security officer’s request to search parcels, packages, boxes,
cartons, lunch containers, briefcases, handbags, purses, vehicles, tool boxes,
and similar items being carried into and out of Honeywell facilities may result
in termination of services from the person refusing and breach by the employer
of the person of the provisions of this Contract.

       

      9.           Honeywell
will not tolerate any act of violence or physical aggression including fighting,
improper physical contact, sexual harassment or threats of physical harm while
on Honeywell premises.

       

      10.           Under
no circumstances is property (including documents and software) belonging to or
under the control of the U.S. Government, Honeywell, or its employees to be
removed from Honeywell facilities without express written permission from an
authorized Honeywell employee or manager.

       

      11.           Climbing
of fences enclosing Honeywell property, or entering or leaving the facility by
any method other than those authorized, i.e., electronic turnstile, vehicle
gate, or post, is strictly prohibited.

       

      12.           Under
no circumstances is an employee of a Contractor or subcontractor to be on
Honeywell premises when not scheduled to work.

       

      13.           Roaming
or wandering through Honeywell facilities without a specific purpose is strictly
prohibited.

       

      14.           If
fraud, waste, abuse, security violations, unethical or improper business
practices is suspected, immediately notify your manager, the Director of Supply
Chain, the Honeywell Business Conduct Leader at 602-365-4146 or email the Honeywell
hot line (known as “ACCESS”) at
Access.Integrity.Helpline@Honeywell.com.

       

      BADGING &
IDENTIFICATION:

       

      1.           The
Honeywell identification badge must be worn on the upper left side of the outer
garment with picture and name clearly visible at all times.  The badge
can also be worn around the neck on a rope type necklace if it does not cause a
safety hazard.

       

      
        
          
          

        

        
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      2.           Under
no circumstances shall an employee loan a Honeywell badge to anyone else to use,
deface it or change it in anyway.

       

      3.           Always
remove the Honeywell badge when you leave Honeywell facilities, including leased
facilities.

       

      4.           If
a Honeywell badge is lost or stolen, immediately report it to a security officer
or lobby receptionist.

       

      5.           Never
leave a badge in a vehicle.

       

      6.           Contractor
badges must be returned when exiting a facility.

       

      7.           Badges
are the property of Honeywell and must be returned:  (a) When the
contract expires or is terminated; (b) when your employee leaves the
contract due to termination of employment; (c) when your employee transfers
or are reassigned to a new contract, and, finally, or (d) upon
demand.

       

      VEHICLE
INGRESS:

       

      1.           Contractor
vehicles are not permitted inside the facility perimeter fence, i.e., have
drive-on privileges, unless it is absolutely necessary to meet performance
objectives and contractual requirements.  More specifically, vehicle
ingress may be authorized only when:

       

      (a)           The
vehicle is properly inspected and approved by security operations.

       

      (b)           The
vehicle is absolutely necessary in the performance of the contracted task, job,
or service.

       

      (c)           The
vehicle has mounted equipment or is pulling a device that is required for the
job.

       

      (d)           The
vehicle contains multiple or heavy supplies or equipment needed to perform the
contracted task or job that prevents access by other means.

       

      (e)           The
vehicle is being used for pick-up or delivery of materials or
supplies.

       

      (f)           Tools,
materials or other related items cannot be hand carried into the facility
through a post or gate due to size, weight or other factors.

       

      2.           Nation-wide
delivery services, i.e., U.S. Mail, Federal Express, Airborne Express, and
United Parcel Service, are exempt from this requirement if they are in a company
or Federal Government vehicle and possess a company or Federal Government
picture identification card.

       

      VEHICLE OPERATION AND
PARKING:

       

      1.           When
operating vehicles on Honeywell premises, general rules of the road apply;
therefore, always observe and comply with all traffic and parking
regulations.

       

      
        
          
          

        

        
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      2.           Contractor
vehicles will be maintained in a safe condition and will be operated only by
properly licensed and authorized contractor personnel.  Security
Operations reserves the right to ensure that contract vehicle operators have a
current and valid driver’s license.

       

      3.           Always
operate your vehicle in a safe manner and follow posted speed signs, stop signs,
and other traffic signs/markings.  Under no circumstances are you to
exceed 10 mph while on Honeywell property.

       

      4.           Pedestrians
have the right-of-way at all times.

       

      5.           Do
not drive or park in areas closed by barricades or signs; do not park in such a
manner as to obstruct traffic or block parked vehicles; do not block entrance
gates or fire lanes.

       

      6.           Contractor
vehicles shall not be operated between dusk and dawn unless equipped with
headlights, taillights and brake lights.

       

      7.           Materials
and equipment shall be secured during transport.  Any material
extending two (2) feet from a vehicle must have the extremities of the load
marked with a red flag no less than twelve (12) inches square.

       

      8.           Do
not park in designated spaces without authorization.  This includes,
but is not limited to, visitor, medically limited, handicap, and car pool, or by
curbs painted red.  Violations of parking rules will result in the
vehicle being towed away at the owner’s expense.

       

      9.           Visitor
parking is for visitors only.  Employees of contractors must park in
regular employee parking.

       

      10.           Contractor
vehicles must have their company identification logos on both sides of the
vehicle.

       

      11.           Parking
and traffic regulations apply at all times on all shifts; all days, and are
strictly enforced.

       

      12.           Honeywell
provides parking as a courtesy for all subcontractors at no cost.  All
personnel who park on these premises do so at their own risk. Honeywell assumes
no liability for any damage or loss to a vehicle or its contents while parked in
Honeywell parking areas. Honeywell reserves the right and may inspect vehicles
while parked on company property.

       

      13.           For
further information on parking, please reference the Honeywell Parking
Handbook.

       

      EMERGENCY
NOTIFICATION:

       

      1.           Whenever
there is, or there is a potential for, danger to human health, the environment,
or property, contractors must notify Security Operations by calling the
emergency___________________.  Security Operations, in turn, will
notify the appropriate emergency response personnel.

       

      
        
          
          

        

        
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      2.           When
a call is made, the Contractor should:

       

      (a)           Remain
calm; speak loud and clear.

       

      (b)           Give
your name and exact location.

       

      (c)           Give
short and exact details of the nature of the emergency.

       

      (d)           Give
the status of the situation.

       

      (e)           Identify
clearly if assistance is needed.

       

      (f)           Provide
the extension or phone number where you can be reached.

       

      (g)           Stay
on the line until instructed to hang up.

       

      
        
          
          

        

        
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      Appendix D

      To

      ATTACHMENT
3

       

      PACKAGING,
PACKING, MARKING AND BAR CODING

       

      1.           PURPOSE
AND SCOPE.  These terms specify requirements for packaging, packing,
marking and bar coding of Products for delivery from Seller to
Buyer.  All Product deliveries must comply with the provisions set
forth herein below unless specific packaging, packing or marking requirements
are contained within applicable specifications, drawings, etc.  Seller
must assure package integrity throughout the shipping cycle.

       

      2.           GENERAL
REQUIREMENTS.  Products received without packaging, packing, marking
and/or bar coding as set forth herein may be rejected by Buyer and returned to
Seller at Seller’s expense.

       

      A.           Packaging,
packing, marking and labeling will conform to instructions specified or provided
by Buyer.

       

      B.           When
specified in an order under the General Purchase Order Provisions, Seller shall
submit packaging data to Buyer for approval prior to shipment.

       

      C.           Each
package and pack shall provide physical, chemical and cleanliness protection to
prevent damage to or deterioration of the Product.  All materials,
fabrication techniques and workmanship shall conform to the requirements
specified below or, if not specified, otherwise meet or exceed good commercial
quality and practice.

       

      D.           Seller
must comply with all applicable carrier regulations, including National Motor
Freight Classification and Department of Transportation
Regulations.

       

      E.           Products
susceptible to Electrostatic Discharge (ESD) must be properly packaged using
electrostatic dissipating and shielding packaging materials.

       

      F.           Aluminum
foil in packaging material shall not contact metals other than cadmium,
magnesium, aluminum or zinc in applications which may be exposed to water,
including water vapor and condensate.

       

      3.           UNIT
PACKAGING.

       

      A.           Determine
the quantity of Products to be included in a unit package as
follows:

       

      (1)           For
hardware (nuts, bolts, screws, etc.), package in accordance with Exhibit
“A”.

       

      (2)           As
specified in the Contract, an order under the General Purchase Order Provisions,
or specification.

       

      
        
          
          

        

        
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      (3)           Based
on consideration of the Products characteristics, configuration, size, weight,
value, criticality, packaging economics, and Seller standards unless otherwise
specified by Buyer.

       

      B.           Any
painted part, machined part or single Product weighing over one (1) Pound shall
be packaged individually to prevent metal to metal contact.

       

      C.           Adequate
separation, wrapping or cushioning shall be provided between parts to preclude
incurring of nicks, dents, scratches or abrasions upon Products.

       

      D.           Products
with sharp points or protrusions shall be adequately padded to prevent damage to
containers or other Products.

       

      E.           Accessory
hardware shall be assembled to the Product when practical, or separately secured
within the unit package.

       

      F.           Unit
package closure shall prevent accidental opening during shipment and
storage.

       

      4.           CLEANING.

       

      A.           Any
cleaning process may be used as long as no damage or harm occurs to the
Product.

       

      B.           All
Products must be free of:

       

      (1)           Any
foreign substance which may cause the Product to deteriorate.

       

      (2)           Any
material which may reduce the effectiveness of any preservative compound
used.

       

      5.           PRESERVATION.

       

      A.           Products
susceptible to corrosion or deterioration shall be protected through use
of:  preservative coatings; volatile corrosion inhibitors; desiccate
packs; etc.

       

      B.           The
preservative used must:

       

      (1)           Not
damage the mechanism, structure or function of the Product by either
application, removal or use.

       

      (2)           Not
cause an adverse reaction with the Product.

       

      (3)           Provide
protection for the Product throughout shipment and for a minimum of 90 days
indoor storage following receipt.

       

      6.           WRAPPING.  A
sheet of flexible material shall be applied around the Product or package to
prevent contamination, protect critical surfaces and barrier material from
rupture, and preserve the Product.

       

      
        
          
          

        

        
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      A.           Wrapping
material may be opaque or transparent and may possess other characteristics such
as volatile corrosion inhibitor, grease-proof, heat sealable, etc.

       

      B.           All
wrapping shall be non-toxic and shall not cause deterioration, contamination or
damage to the Product.  The wrapping must be of sufficient size to
completely enclose the Product(s) and must be secured in place.

       

      C.           When
required, wrapping material shall be of a type which will provide protection
against field forces, such as electrostatic and electromagnetic
fields.

       

      D.           Use
of static generating wrapping materials is prohibited when packaging ESD
sensitive Products.

       

      7.           CUSHIONING,
BLOCKING AND BRACING.  As required to protect the Product from
physical and mechanical damage during shipping and handling, cushioning,
blocking and/or bracing shall be used.

       

      A.           Cushioning
shall meet the following requirements:

       

      (1)           Protect
the Product from shock, vibration and abrasion.

       

      (2)           Control
the free movement of the Product within the container.

       

      (3)           Convert
irregular shaped Products to a configuration which may be supported within a
container.

       

      (4)           Protect
barriers and containers from ruptures by sharp edges or
projections.

       

      B.           Loose-fill
cushioning materials (i.e., Styrofoam peanuts, shredded paper, popcorn, etc.)
are prohibited.

       

      C.           Newspaper
and rags are unacceptable cushioning or dunnage materials.

       

      D.           Use
of static generating cushioning materials is prohibited when packaging ESD
sensitive Products.

       

      8.           CONTAINERS.

       

      A.           Each
container shall be of minimum weight and cube consistent with standard
economical designs, sizes and materials.

       

      B.           Each
unit, intermediate and shipping container shall be constructed to permit safe
removal of the Product.

       

      C.           Seller
shall select unit, intermediate and shipping containers based primarily upon
Product configuration and protection required during handling, shipping and
storage.

       

      
        
          
          

        

        
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      D.           Special
containers shall be used for Products which require additional features to
ensure adequate protection (e.g., critical Products in which abrasion, shock,
vibration or distortion on any surface may render the Product unfit for
use).

       

      E.           Reusable
containers shall be used for Products which are subject to repair or
overhaul.  Reusable containers shall retain usefulness with minimum
maintenance through the projected life span of the Product it
supports.  Containers must provide for easy removal of the Product
without damaging or degrading the reusable value of the container.

       

      F.           Bags
and envelopes may be used as interior containers to protect Products from dust,
water or water-vapor, as required.  Closure of bags and envelopes
(i.e., staples, tape, heat seal, etc.) shall be sufficient to ensure adequate
Product restraint.

       

      G.           Folding
and set-up boxes are only permitted as interior unit or intermediate
containers.  They shall not be used as shipping containers since they
will not withstand the rigors encountered during shipment.  Closure,
by means of tape, adhesive, stapling, etc., must be sufficient to ensure
adequate Product restraint.

       

      H.           Fiberboard
boxes (solid or corrugated) may be used for a wide variety of
products.  The size, weight and type of the Product shall determine
the proper style and type of fiberboard box used.  Structural strength
of the fiberboard box may be increased by varying the interior packing and a
degree of water resistance may be attained through use of weather resistant
fiberboard and tapes.  Closure, by means of taping; stitching;
adhesive; strapping; or any combination of these methods, must ensure adequate
Product restraint.

       

      I.           Wooden
boxes and crates shall be used when warranted by shipping or structural
requirements based upon Product configuration, weight, or
size.  Closure, based upon the type of wooden box or crate used, must
ensure adequate Product restraint.

       

      J.           All
other containers (i.e., metal, plastic, fiberglass, etc.), which are normally
selected because of their long life and high use applications, may be used when
warranted.  Closure must ensure Product restraint.

       

      9.           INTERMEDIATE
PACKING.

       

      A.           Unit
packages may be placed within intermediate packaging when additional Product
protection is required or to permit consolidation of Products for ease in
handling.

       

      B.           Intermediate
containers shall:

       

      (1)           Include
a maximum of 100 unit packs within any single intermediate
container.

       

      (2)           Prevent
scratches, surface abrasions or other damage to Products by ensuring that each
Item (excluding hardware) is wrapped, bagged, or interleaved when more than one
Item is placed in an intermediate container.

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

      (3)           Be
used when multiple unit packages of two (2) pounds or 200 cubic inches or less
will be included in a single shipment.

       

      10.           PACKING
(EXTERIOR SHIPPING CONTAINERS).

       

      A.           Packing
shall provide adequate protection of Products during handling, shipment and
storage under anticipated environmental conditions.

       

      B.           Packing
must comply with minimum carrier requirements for design and
fabrication.

       

      C.           Products
shall be cushioned, blocked and/or braced within the container to prevent damage
during handling and shipment.

       

      D.           Fork
lift entries (skidding, pallets, etc.) shall be provided in the base of
containers:

       

      (1)           Weighing
over 50 pounds and with dimensions exceeding a length of 48 inches and a
width of 24 inches.

       

      (2)           Weighing
in excess of 150 pounds.

       

      E.           Container
fabrication shall not present any hazard to persons handling, loading or
unloading them.  They shall be securely sealed, strapped, banded,
etc., to withstand anticipated transportation and storage
conditions.

       

      F.           Containers
or Products shall not extend beyond any edge of the pallet or skid.

       

      G.           Steel
strapping shall not directly contact material.  Corner blocking, edge
protection, etc. must be placed between the material and the strapping for
surface protection.

       

      11.           KITS.  Products
within a kit must be:

       

      A.           Packaged
for physical and mechanical protection.

       

      B.           Identified
either by part number, Item configuration, nomenclature, or individually
packaged and marked.

       

      C.           Physically
separated from each other within the kit if the Products react to each
other.

       

      12.           HAZARDOUS
MATERIALS.

       

      A.           Hazardous
materials shall be packaged, labeled, marked, and certified in compliance with
applicable government and international regulations.

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

      B.           A
Materials Safety Data Sheet (MSDS) shall be mailed separately to Buyer
(ATTN:  Safety Manager) as set forth elsewhere within the terms of an
order under the General Purchase Order Provisions.

       

      C.           An
MSDS shall also be included with the initial shipment of material and any time
the material composition changes.

       

      D.           For
explosives or other dangerous Products which require review and approval by the
Department of Transportation (DOT), Seller must submit two copies of the
classification to Buyer by mail (one to ATTN:  Safety Manager and one
to ATTN:  Packaging Development).

       

      E.           When
special permits or DOT exemptions are required, Seller shall ensure Buyer is a
party to the provision and a copy of the permit or exemption is provided to
Buyer by mail (ATTN:  Packaging Development).

       

      13.           MARKING.

       

      A.           General
requirements:

       

      (1)           Markings
shall be non-fading, clear, legible, and durable (capable of lasting throughout
shipment and 90 days inside storage) marking in a color which shall contrast
with the color of the container.

       

      (2)           Use
labels, tags, stamping, printing, and/or stenciling compatible with the type of
container used.

       

      (3)           All
surfaces to be marked shall be clean and free of any marks not applicable to the
shipment.

       

      (4)           When
reusing containers, unnecessary or obsolete markings must be entirely removed or
covered.

       

      (5)           Marking
shall be located on one side of the container and must not be disturbed by the
opening or closing of the container.  Containers which are too small
for labeling on one side may extend label to an adjacent panel.

       

      (6)           Precautionary,
handling, and hazardous material markings and labels shall be applied to assure
proper handling and description of contents, as required.

       

      B.           Shipping
containers must be marked per Section 14 below.

       

      C.           Intermediate
containers must be marked to show:

       

      (1)           Quantity
of Products and unit of measure;

       

      (2)           Part
No(s);

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

      (3)           Part
name or description; and

       

      (4)           Earliest
cure or expiration date, etc., if applicable.

       

      
        	
                 
      

              	
                NOTE:

              	
                If
      different Products are shipped within a single intermediate container,
      comply with Section 14, subparagraph
M.(6).

              


      

       

      D.           Unit
containers must be marked to show:

       

      (1)           Seller’s
name;

       

      (2)           Quantity
of Products and unit of measure;

       

      (3)           Part
No(s);

       

      (4)           Shelf-life,
if applicable:

       

      (a)           Manufacture
or assembly date  (e.g., MFD DATE 11/98);

       

      (b)           Cure
date (e.g., CURE DATE 4Q 98); and/or

       

      (c)           Expiration
date (e.g., EXP DATE 11/98);

       

      (5)           Serial
no., when applicable (e.g., S/N 1234).

       

      14.           BAR
CODING - SHIPPING LABELS.

       

      A.           Seller
shall print and place bar coded shipping labels on all packages as set forth in
the requirements and instructions of this Section.  Prior to first
shipment, bar code must be approved by Buyer.

       

      B.           All
shipments must be bar coded when shipped to Buyer.

       

      C.           Users
may consult AIM BC1 “Uniform Symbology specification Code 39” for bar code
definitions and specifications.  Data Identifier standards are as
contained in American National Standards Institute (ANSI)
MHl0.8.2-1995.

       

      D.           Definitions.

       

      (1)           Bar
Code Symbol - An array of rectangular marks and spaces in a predetermined
pattern.  A bar code symbol contains a leading quiet zone, start
character, data characters, stop character, and a trailing quiet
zone.

       

      (2)           Element
- A generic term used to refer to either a bar or a space.

       

      (3)           Intercharacter
Gap - The space between the last element of one character and the first element
of the adjacent character of a discrete bar code.

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

      (4)           Label
- A strip of paper, card, etc., marked and attached to an object to indicate its
contents, ownership, and destination.

       

      (5)           Quiet
Zone - The area immediately preceding the start character and following the stop
character and which contains no markings.

       

      (6)           Shipment
- An incremental delivery of one Part Number, Purchase Order (PO) and item
number.

       

      (7)           Data
Identifier - One or more standard characters preceding the data in a bar
code.

       

      E.           Label
Characteristics.

       

      (1)           The
label must contain a minimum of five (5) rows of bar coded data.  The
upper left quadrant will contain the Seller’s name and address who shipped the
package, total weight of the PO Item being shipped, and the address where the
package is to be delivered as referenced on the PO.  The entire label
with other associated Data Elements required is shown in Figure 1
attached.

       

      (2)           Minimum
label height must be 4.0 inches (102mm) with horizontal lines (rows),
spaced 0.5 inch (13mm) to 0.94 inches (24mm) apart, that extend the full
width of the label.  The actual height of the rows is determined by
Seller, or printer of the label, based on printer technology.

       

      (3)           Minimum
label width will be 6.0 inches (153mm).  Seller, or printer of
the label, determines the width based on the amount of data to be encoded and
the density capabilities of the equipment to be used for printing the
labels.

       

      (4)           Labels
must contain black lines and lettering with a white background.

       

      F.           Human
Readable Characteristics.

       

      (1)           The
label’s top row will contain only full width human readable
print.  Vertical and horizontal lines separating information are
optional.

       

      (2)           Table
1, attached, describes the bar code human readable characteristics and minimum
height of the characters.

       

      (3)           The
data encoded in the bar code symbol must be defined in human readable characters
at a minimum height of 0.01 inch (0.25mm) above the bar code symbol and left
justified.  The human readable print will not include the data
identifier or the start/stop characters, and will start 0.0625 inches
(1.588mm) from the left edge.

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

      G.           Bar
Code Characteristics.  All bar codes shall be left justified in the
lower half of the row and only one bar code is permitted per row. The height of
all bar codes shall be a minimum of 0.5 inch (12.75mm).

       

      H.           Significant
and Non-Significant Zeros.

       

      (1)           Significant
leading/trailing zeros are those which are part of a PO number, part number,
item number or shipping document number and must be included when the bar code
and/or human readable characters are printed.

       

      (2)           Non-significant
leading zeros in the data string must be suppressed when the bar code and/or
human readable characters are printed.

       

      (3)           Trailing
blanks on part numbers and shipping document numbers are suppressed on the bar
code and at no time shall spaces be included in the bar coded data.

       

      I.           Title.  A
title will be left justified and printed in the upper half of the
row.  The title specifies the data type (e.g., Packing List
Number).

       

      J.           Data
Identifiers.  Data identifiers correspond to a specific title
enumerated on the PO which is per ANSI MHl0.8.2 - 1995.  Data
identifiers shall be used in all bar codes.  Data identifiers will be
added in human readable form directly below each title.  Table 2,
attached, provides data identifiers which must be included on all shipping
labels.

       

      K.           Definition
of Descriptions.  The following must be included on all shipping
labels:

       

      (1)           The
Prefix, PO and Item number which shall consist of a three digit numeric prefix,
six digit PO and three digit item number in one bar code.  Prefix, PO
and Item number shall be as listed on the Buyer PO. PO suffix shall not be bar
coded. Illustration 1, attached, may be used as a guide in locating the required
information on Buyer’s PO. Total length is fourteen characters with no zero
suppression. The composition of the Prefix, PO, and Item number is as
follows:

       

      

      


      Examples:                                117-912854-008
114-A68452-023

       

      NOTE:                      Dashes
have a significant meaning and must be bar coded.

       

      (2)           The
Part Number shall be the purchased part number which contains a maximum of
twenty-four (24) characters.  See Illustration 1.

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

      (3)           Total
quantity and UM.  The total quantity (Qty) is a maximum of eight (8)
characters and the Unit of Measure (UM) is a maximum of four (4) characters as
called out on the PO. The (UM) is displayed in human readable form, but is not
bar coded. Table 3 contains standard UM’s. See Illustration 1.

       

      (4)           Packing
List No. will contain a maximum of eight (8) characters.  If the
number exceeds eight characters, only the last eight characters are bar coded on
the label.

       

      (5)           No.
of Container shall include the container number as well as the total number of
containers in the shipment in human readable form; however, only the total
number of containers is bar coded (example:  bar code for container 1
of 5 would scan NQ5, bar code for container 2 of 5 would scan NQ5,
etc.).

       

      L.           Label
Location, Shipping Instructions, and Protection.  A label shall be
located and affixed to the outer surface of each shipping container. (See Figure
2.)  A duplicate must be included with the Packing List.

       

      M.           Bar
Code Placement.

       

      (1)           Rectangular
Packages - The bar code symbol will be located on one side panel.  The
bar code should be 2.0 inches above the bottom of the container, and the
right edge of the bar code label shall be 2.0 inches from the side edge of
the container, when possible.

       

      (2)           Curved
Surfaces - The bar code shall be placed on the lower quarter of the panel,
located 1.5 inches below the top edge of the package.

       

      (3)           Irregular
Shapes - For irregularly shaped containers and bundles without a visibly
suitable surface, a wired tag with the label affixed shall be attached so as to
be visible from the outside.

       

      (4)           The
leading and trailing edge of the quiet zone must be at least 0.75 inch (19mm)
away from all edges of the container or wired tag.

       

      (5)           When
shipping more than one container per PO, the bar code label shall be applied to
all containers.  For example, if one order consists of three (3) boxes
(all same part number), the containers are bar code labeled “1 of 3,” “2 of 3”
and “3 of 3” in Human Readable characteristics in the container number
field.  The bar code contains only the total quantity of all
three (3) boxes.

       

      (6)           Multiple
PO’s consolidated into one shipping container must be individually packaged and
properly identified and bar coded.  Each line item, whether from the
same or different PO’s, must be packaged separately and properly
identified.  If containers are too small for bar coding, labels may be
affixed to the outside of the shipping container.  A duplicate label
shall be attached to the Packing List.  One line item per Packing
List.

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

      (7)           Labels
will be protected against moisture, weathering, abrasion or other harsh
environments.  Clear plastic tapes, window envelopes, and clear
plastic pouches are examples of acceptable protection methods.

       

      (8)           Labels
shall be applied wrinkle-free.

       

      N.           Scanning.

       

      (1)           A
Visible Light Scanner will be used.  The scanner is designed to read
medium density bar codes.

       

      (2)           For
optimum scanning, the leading and trailing quiet zone margin (bar code symbol to
vertical box lines) will be a minimum of 0.25 inch (6.4mm).

       

      15.           DIRECT
SHIPMENT FROM SELLER TO THE GOVERNMENT.

       

      A.           Seller
shall preserve and package all Products in accordance with requirements
specified in the contract including coded packaging data and Special Packaging
Instructions (SPI’s), as applicable.

       

      B.           Unless
otherwise specified, Seller shall preserve and package all Products for system
spares, all Products for overseas shipments, and all class 3110
anti-friction bearings in accordance with military level of preservation
criteria.  All other Products shall be preserved and packaged in
accordance with ASTM-D3951 criteria.

       

      C.           Seller
shall pack all Products for shipment in accordance with requirements specified
in the contract.  Exterior shipping containers shall comply with the
level of pack required.  Unless otherwise specified, the required
packing levels are as follows:

       

      (1)           Domestic
shipments - None (refer to ASTM-D3951)

       

      (2)           Overseas
Shipments:

       

      (a)           Via
air, FPO, APO - Level B

       

      (b)           Via
freight forwarder - Level B

       

      (c)           Via
surface - Level A

       

      D.           Unless
otherwise specified, Seller shall mark all unit containers, intermediate
containers and shipping containers in accordance with MIL-STD-129.

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

      

       

       

      Figure
1.  Example of Buyer — Bar Code Label

       

      


      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

       

       

      

      
 

      Figure
2.  Bar Code Placement

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

      Table 1
Bar Code Human Readable Characteristics

       

      
        	
                Data
      Identifier

              	
                Description

              	
                Height

              
	 
      	
                Ship
      To:

                Company
      and Address

                as
      Specified on PO

              	
                0.1875
      inch (4.78mm)

              
	
                NQ

              	
                No.
      of Container

              	
                0.1875
      inch (4.78mm)

              
	
                2K

              	
                Packing
      List No.

              	
                0.1875
      inch (4.78mm)

              
	
                7Q

              	
                Total
      Qty UM

              	
                0.1875
      inch (4.78mm)

              
	
                K

              	
                Prefix-PO-Item
      Number

              	
                0.250
      inch (6.37mm)

              
	
                P

              	
                Part
      No.

              	
                0.250
      inch (6.37mm)

              


      

      


      Table
2.  Data Identifiers

       

      
        	
                Data
      Identifier

              	
                Block
      Title

              	
                Description

              	
                Characteristics

              
	 
      	
                From:

              	
                “From”
      Seller’s Address

              	
                Variable
      Length

              
	 
      	
                Ship
      To:

              	
                Purchase
      Order “Ship To” 

                Address

              	
                Variable
      Length

              
	
                NQ

              	
                No.
      Of Container

              	
                Container
      Number and 

                Total
      Number of 

                Containers  (e.g.
      1 of 5)

              	
                3
      Character Numeric – Variable

              
	
                2K

              	
                Packing
      List No.

              	
                Packing
      List Number

              	
                8
      Characters Alpha Numeric – Variable

              
	
                7Q

              	
                Total
      Qty UM

              	
                Ship
      Quantity Unit of 

                Measure

              	
                8
      Characters Numeric – Variable

                4
      Characters Alpha – Fixed

              
	
                K

              	
                Prefix-PO-Item

              	
                Prefix
      Purchase Order 

                Number
      Item Number

              	
                3
      Character Numeric – Fixed

                6
      Characters Numeric/Alpha Numeric – 

                Fixed
      3 Characters Numeric – Fixed

              
	
                P

              	
                Part
      No.

              	
                Part
      Number

              	
                24
      Characters Alpha Numeric – Variable

              


      

       

      
 

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

      Table
3.  Standard Units of Measure

       

      
        	
                Description

              	
                UP

              	
                DIM

                Code

              
	
                Bag

              	
                BG

              	
                1

              
	
                Bale

              	
                BA

              	
                1

              
	
                Barrel

              	
                BL

              	
                1

              
	
                Barrel

              	
                BR

              	
                1

              
	
                Barrel

              	
                BRRL

              	
                1

              
	
                Board
      Foot

              	
                BD

              	
                8

              
	
                Board
      Foot

              	
                BDFT

              	
                8

              
	
                Board
      Foot

              	
                BF

              	
                8

              
	
                Bolt

              	
                BO

              	
                1

              
	
                Bolt

              	
                BOLT

              	
                1

              
	
                Bottle

              	
                BT

              	
                1

              
	
                Boxes

              	
                BX

              	
                1

              
	
                Boxes

              	
                BXES

              	
                1

              
	
                Bundle

              	
                BN

              	
                1

              
	
                Bundle

              	
                BNDL

              	
                1

              
	
                Can

              	
                CN

              	
                1

              
	
                Carboy

              	
                CB

              	
                1

              
	
                Carboy

              	
                CR

              	
                1

              
	
                Carboy

              	
                CRBY

              	
                1

              
	
                Carton

              	
                CT

              	
                1

              
	
                Carton

              	
                CTON

              	
                1

              
	
                Case

              	
                CA

              	
                1

              
	
                Case

              	
                CS

              	
                1

              
	
                Case

              	
                CSES

              	
                1

              
	
                Centimeter

              	
                CM

              	
                1

              
	
                Coil

              	
                COIL

              	
                1

              
	
                Cone

              	
                CO

              	
                1

              
	
                Cubic
      Centimeter

              	
                CC

              	
                1

              
	
                Cubic
      Feet

              	
                CF

              	
                1

              
	
                Cubic
      Meter

              	
                M3

              	
                1

              
	
                Cylinder

              	
                CY

              	
                1

              
	
                Day

              	
                D

              	
                1

              
	
                Dollar

              	
                DO

              	
                1

              
	
                Dozen

              	
                DZ

              	
                1

              
	
                Dozen

              	
                DZEN

              	
                1

              
	
                Dram

              	
                DM

              	
                1

              
	
                Drum

              	
                DR

              	
                1

              
	
                Drum

              	
                DRUM

              	
                1

              
	
                Each

              	
                EA

              	
                1

              
	
                Each

              	
                EACH

              	
                1

              
	
                Equipment

              	
                EQ

              	
                1

              


      

       

       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

         

         

      

      
        	
                Description

              	
                 UP

              	
                DIM

                Code

              
	
                Feet

              	
                FE

              	
                3

              
	
                Feet

              	
                FEET

              	
                3

              
	
                Feet

              	
                FT

              	
                3

              
	
                Gallon

              	
                GA

              	
                1

              
	
                Gallon

              	
                GL

              	
                1

              
	
                Gallon

              	
                GLLN

              	
                1

              
	
                Gallon
      Kit

              	
                GK

              	
                1

              
	
                Gram

              	
                GM

              	
                1

              
	
                Gross

              	
                GR

              	
                1

              
	
                Gross

              	
                GROS

              	
                1

              
	
                Hank

              	
                HA

              	
                1

              
	
                Hank

              	
                HANK

              	
                1

              
	
                Head
      Count

              	
                HC

              	
                1

              
	
                Hours

              	
                HR

              	
                1

              
	
                Hundred

              	
                C

              	
                1

              
	
                Hundred
      Weight

              	
                CW

              	
                1

              
	
                Inch

              	
                IN

              	
                2

              
	
                Inch

              	
                INS

              	
                2

              
	
                Keg

              	
                KE

              	
                1

              
	
                Keg

              	
                KEGS

              	
                1

              
	
                Kilogram

              	
                K

              	
                1

              
	
                Kilogram

              	
                KG

              	
                1

              
	
                Kit

              	
                KI

              	
                1

              
	
                Kit

              	
                KITS

              	
                1

              
	
                Kit

              	
                KT

              	
                1

              
	
                Length

              	
                LG

              	
                1

              
	
                Length

              	
                LGTS

              	
                1

              
	
                Linear
      Meter

              	
                LM

              	
                1

              
	
                Linear
      Meter

              	
                LMET

              	
                1

              
	
                Linear
      Yard

              	
                LY

              	
                6

              
	
                Linear
      Yard

              	
                LYRS

              	
                6

              
	
                Liter

              	
                LI

              	
                1

              
	
                Liter

              	
                LR

              	
                1

              
	
                Lot

              	
                LO

              	
                1

              
	
                Lot

              	
                LOT

              	
                1

              
	
                Lot

              	
                LOTS

              	
                1

              
	
                Lot

              	
                LT

              	
                1

              
	
                Meter

              	
                MT

              	
                1

              
	
                Miles

              	
                MI

              	
                1

              
	
                Million
      Cubic Feet

              	
                MC

              	
                1

              
	
                Month

              	
                MO

              	
                1

              
	
                Nut

              	
                NU

              	
                1

              
	
                Nut

              	
                NUTS

              	
                1

              


      

       

       

      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

         

         

      

      
        	
                Description

              	
                 UP

              	
                DIM
      

                Code

              
	
                Ounce

              	
                OZ

              	
                1

              
	
                Ounce

              	
                OZS

              	
                1

              
	
                Package

              	
                PG

              	
                1

              
	
                Package

              	
                PK

              	
                1

              
	
                Package

              	
                PKGS

              	
                1

              
	
                Pad

              	
                PA

              	
                1

              
	
                Pad

              	
                PADS

              	
                1

              
	
                Pad

              	
                PD

              	
                1

              
	
                Pail

              	
                PL

              	
                1

              
	
                Pail

              	
                PLS

              	
                1

              
	
                Pair

              	
                PR

              	
                1

              
	
                Pair

              	
                PRS

              	
                1

              
	
                Piece

              	
                PC

              	
                1

              
	
                Pint

              	
                PI

              	
                1

              
	
                Pint

              	
                PINT

              	
                1

              
	
                Pint

              	
                PT

              	
                1

              
	
                Pound

              	
                LB

              	
                1

              
	
                Pound

              	
                LBS

              	
                1

              
	
                Quart

              	
                QT

              	
                1

              
	
                Quart

              	
                QTS

              	
                1

              
	
                Quart
      Kit

              	
                QK

              	
                1

              
	
                Quire

              	
                QR

              	
                1

              
	
                Quire

              	
                QRES

              	
                1

              
	
                Ream

              	
                RE

              	
                1

              
	
                Ream

              	
                REAM

              	
                1

              
	
                Ream

              	
                RM

              	
                1

              
	
                Roll

              	
                RL

              	
                1

              
	
                Roll

              	
                RO

              	
                1

              
	
                Roll

              	
                ROLL

              	
                1

              
	
                Sack

              	
                SK

              	
                1

              
	
                Set

              	
                SE

              	
                1

              
	
                Set

              	
                SETS

              	
                1

              
	
                Set

              	
                ST

              	
                1

              
	
                Sheet

              	
                SH

              	
                1

              
	
                Sheet

              	
                SHTS

              	
                1

              
	
                Spool

              	
                SP

              	
                1

              
	
                Spool

              	
                SPLS

              	
                1

              
	
                Sq.
      Foot

              	
                SF

              	
                5

              
	
                Sq.
      Foot

              	
                SFET

              	
                5

              
	
                Sq.
      Inch

              	
                SI

              	
                4

              
	
                Sq.
      Inch

              	
                SINS

              	
                4

              
	
                Sq.
      Yard

              	
                SY

              	
                7

              
	
                Sq.
      Yard

              	
                SYRS

              	
                7

              


      

       

       

      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

         

         

      

      
        	
                Description

              	
                 UP

              	
                DIM
      

                Code

              
	
                Tank

              	
                TK

              	
                1

              
	
                Thousand

              	
                M

              	
                1

              
	
                Ton

              	
                TN

              	
                1

              
	
                Ton

              	
                TNS

              	
                1

              
	
                Ton

              	
                TO

              	
                1

              
	
                Troy
      Ounce

              	
                TR

              	
                1

              
	
                Troy
      Ounce

              	
                TROZ

              	
                1

              
	
                Tube

              	
                TB

              	
                1

              
	
                Tube

              	
                TU

              	
                1

              
	
                Unit

              	
                UN

              	
                1

              
	
                Unit

              	
                UNIT

              	
                1

              
	
                Yard

              	
                YARD

              	
                1

              
	
                Year

              	
                YR

              	
                1

              


      

       

       

      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      

      Illustration
1.  Sample Buyer Purchase Order

       

      


       

      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      

       

      ATTACHMENT
4

       

      LISTED
PARTIES

       

      [...***...]

       

       

       

       

       

      
        ***CONFIDENTIAL
TREATMENT REQUESTED

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        



      ATTACHMENT
5

       

      PRE-EXISTING
PURCHASE COMMITMENTS

       

      [...***...]

       

       

       

       

      
        ***CONFIDENTIAL
TREATMENT REQUESTED