Test data. Until three years after final payment, Seller shall keep on file actual test data and records reflecting that all materials and finished items were controlled and tested in accordance with and met the specifications.
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| The Boeing Company SPECIAL PROVISIONS Form D1 4305 1500 (Rev. 2/96) (Applicable only to the extent called out in the Purchase Contract) A. GENERAL 1. General Provisions, Form D1 4025 1000 (Rev. 1/78) (Fixed Price Contract) is incorporated by reference. 2. General Provisions, Form DF 4402-502 (Rev. 1/78) (Cost Reimbursement Contract) is incorporated by reference. 3. General Provisions, Form DF 4400-513 (Rev. 1/93) (Commercial Purchase Contract) is incorporated by reference. 4. General Provisions, Form DF 4400-514 (Rev. 8/91) (Undefinitized Purchase Contract) is incorporated by reference. 5. General Provisions, Form DF 4400-515 (Rev. 1/78) (Fixed Price Purchase Contract-Foreign Supplier) is incorporated by reference. 6. General Provisions, Form DF 4401-26 (Rev. 1/78) (Technical Assistance/ Labor Hour) is incorporated by reference. 7. General Provisions, Form DF 4401-77 (Rev. 1/78) (Time and Material) is incorporated by reference. 8. RESERVED 9. LOAN/SALE OF PARTS FROM OTHER CONTRACTS. Loans or sales of parts from other contracts between Buyer and Seller to satisfy requirements of this contract require prior written approval of Buyer. 10. TEST DATA. Until three years after final payment, Seller shall keep on file actual test data and records reflecting that all materials and finished items were controlled and tested in accordance with and met the specifications. Such records shall be subject to Buyer examination. 11. GOLD REGULATIONS. This contract complies with subpart C., Section 54.21 of the United States Gold Regulations. 12. RESERVED 13. RELATIONSHIP OF SELLER. Seller's relationship to Buyer in the performance of this contract is that of an independent contractor. The personnel performing services under this contract shall at all times be under Seller's exclusive direction and control and shall be employees of Seller and not employees of Buyer. Seller shall pay all wages, salaries, and other amounts due to its employees in connection with this contract and shall be responsible for all reports and obligations respecting them, such as Social Security, Income Tax withholding, unemployment compensation, workmen's compensation, Occupational Safety and Health and similar matters. 14. RESERVED 15. RESERVED 16. General Provisions, Form D1 4025 1000 (Rev. 1/93) (Fixed Price Contract) is incorporated by reference. 17. General Provisions, Form DF 4402-502 (Rev. 1/93) (Cost Reimbursement Contract) is incorporated by reference. 18. General Provisions, Form DF 4400-515 (Rev. 1/93) (Fixed Price Purchase Contract - Foreign Supplier) is incorporated by reference. 19. General Provisions, Form DF 4401-26 (Rev. 1/93) (Technical Assistance/Labor Hour) is incorporated by reference. 20. General Provisions, Form DF 4401-77 (Rev. 1/93) (Time and Material) is incorporated by reference. 21. General Provisions, Form DF 4400-526 (Rev. 1/93) (Fixed Price Study Contract) is incorporated by reference. 22. GOVERNMENT SUPPLY SOURCES. FAR 52.251-1, "Government Supply Sources," is incorporated by reference. "Contracting Officer" shall mean Buyer and "Contractor" means Seller. Seller shall submit its request for authorization to use a Government supply source to the Buyer who will seek authorization from the Government. 23. NATO AWACS OFFSET/INDUSTRIAL BENEFITS. The value of this contract will be claimed by the Buyer as Offset/Industrial Benefits credits in satisfaction of the Buyer's Offset/Industrial Benefits obligations obtained in its contract with NATO to modernize the NATO AWACS aircraft. 24. POLITICAL CONTRIBUTIONS, FEES AND COMMISSIONS. The following clause is derived from the U.S. Code of Federal Regulations (22 CFR 130) which requires the Buyer to obtain from the Seller a full disclosure of all political contributions or fees or commissions paid by the Seller with respect to the Buyer's prime contract. A. Definitions 1. Fee or Commission (a) "Fee or commission" means, except as provided in paragraph (b) below, any loan, gift, donation or other payment of $1,000 or more made, or offered or agreed to be made directly or indirectly, whether in cash or in kind, and whether or not pursuant to a written contract, which is: (1) To or at the direction of any person, irrespective of nationality, whether or not employed by or affiliated with the Seller; and (2) For the solicitation or promotion or otherwise to secure the conclusion of a sale of defense articles or defense services to or for the use of the armed forces of a foreign country or international organization. (b) The term "fee or commission" does not include: (1) A political contribution or a payment excluded by subparagraph a.2 of this clause from the definition of political contribution; (2) A normal salary (excluding contingent compensation) established at an annual rate and paid to a regular employee of the Seller, its supplier or vendor; (3) General advertising or promotional expenses not directed to any particular sale or purchaser; or (4) Payments made, or offered or agreed to be made, solely for the purchase by the Seller of specific goods or technical, operational or advisory services, which payments are not disproportionate in amount with the value of the specific goods or services actually furnished. 2. Political Contribution. "Political contribution" means any loan, gift, donation or other payment of $1,000 or more made, or offered or agreed to be made, directly or indirectly, whether in cash or in kind, which is: (a) To or for the benefit of, or at the direction of, any foreign candidate, committee, political party, political faction, or government or governmental subdivision, or any individual elected, appointed or otherwise designated as an employee or officer thereof; and (b) For the solicitation or promotion or otherwise to secure the conclusion of a sale of defense articles or defense services to or for the use of the armed forces of a foreign country or international organization. Taxes, customs duties, license fees, and other charges required to be paid by applicable law or regulation are not regarded as political contributions. B. Information to be Furnished by Seller (1) Within fifteen calendar days after purchase contract award Seller shall fully disclose to Buyer all political contributions or fees or commissions paid by the Seller with respect to the Buyer's prime contract in a statement setting forth: (a) The amount of each political contribution paid, or offered or agreed to be paid, or the amount of each fee or commission paid, or offered or agreed to be paid; (b) The date or dates on which each reported amount was paid, or offered or agreed to be paid; (c) The recipient of each such amount paid, or intended recipient if not yet paid; (d) The person who paid, or offered or agreed to pay such amount; (e) The aggregate amounts of political contributions and of fees or commission, respectively, which shall have been reported; (f) With respect to each payment reported, state whether such payment was in cash or in kind. If in kind, it must include a description and valuation thereof. Where precise amounts are not available because a payment has not yet been made, an estimate of the amount offered or agreed to be paid must be provided; and (g) With respect to each recipient, state: (i) Its name; (ii) Its nationality; (iii) Its address and principal place of business; (iv) Its employer and title; and (v) Its relationship, if any, to Seller and to any foreign purchaser or end-user. (2) If the Seller believes that furnishing information to the Buyer in a requested statement would unreasonably risk injury to the Seller's commercial interests, the Seller may furnish in lieu of the statement an abbreviated statement disclosing only the aggregate amount of all political contributions and the aggregate amount of all fees or commissions which have been paid, or offered or agreed to be paid, by the Seller with respect to the sale. Any abbreviated statement furnished to the Buyer under this paragraph must be accompanied by a certification that the requested information has been reported by the Seller directly to the United States Office of Defense Trade Controls. The Seller must simultaneously report fully to the Office of Defense Trade Controls all information which the Seller would otherwise have been required to report to the Buyer under this section. Each such report must clearly identify the sale with respect to which the reported information pertains. The address of the Office of Defense Trade Controls is: Director Office of Defense Trade Controls Bureau of Politico-Military Affairs PM/DTC, SA-6, Room 200 Department of State Washington, D.C. 20522-0602 C. Information to be Obtained by Seller (1) Prior to furnishing the information required above, the Seller must obtain from each person, if any, to whom it has paid, or offered or agreed to pay, a fee or commission in respect of such sale, a timely statement containing a full disclosure by such a person of all political contributions paid, or offered or agreed to be paid, by it or on its behalf, or at its direction, in respect of such sale. Such disclosure must include responses to all the information required to enable the Seller to comply fully with the requirements of this clause. (2) In obtaining information under paragraph (1) above, the Seller must also require each person to whom a fee or commission is paid, or offered or agreed to be paid, to furnish from time to time such reports of its political contributions as may be necessary to enable the Seller to comply fully with the requirements of this clause. (3) The Seller must include any political contributions paid, or offered or agreed to be paid, by or on behalf of, or at the direction of, any person to whom it has paid, or offered or agreed to pay a fee or commission in determining whether the Seller is required to furnish the information specified herein. D. Record Keeping The Seller must maintain a record of any information it was required to furnish or obtain under this clause and all records upon which its reports are based for a period of not less than 5 years following the date of the report to which they pertain. E. Confidential Business Information (1) Any person who is required to furnish information under this part may identify any information furnished hereunder which the person considers to be confidential business information. No person, including any applicant or supplier, shall publish, divulge, disclose, or make known in any manner, any information so identified by a vendor or other person unless authorized by law or regulation. (2) For purposes of this section, "confidential business information" means commercial or financial information which by law is entitled to protection from disclosure. (See e.g., 5 U.S.C. 552(b)(3) and (4); 18 U.S.C. 1905; 22 U.S.C. 2778(e); Rule 26(c)(7), Federal Rules of Civil Procedure). 25. VIOLATIONS OF LAW/ELIGIBILITY TO CONTRACT. Seller warrants that (i) neither it nor its senior officers and officials have been convicted of violating any of the U.S. criminal statutes enumerated in 22 CFR 120.27 since the effective date of the Arms Export Control Act, P.L. 94-329, 90 Stat. 729 (June 30, 1976) and (ii) it is not ineligible to contract with, or to receive a license or other approval to import defense articles from, or to receive an export license or other approval from any agency of the U.S. Government. 26. OFFSET CREDITS. With respect to work covered by this Contract, Seller shall use its best efforts to cooperate with Buyer in the fulfillment of any foreign offset program obligation that Buyer may have accepted as a condition of any sale. In the event that Seller solicits bids and/or proposals for, or procures or offers to procure any goods or services relating to the work covered by this Contract from any source outside of the United States, Buyer shall be entitled, to the exclusion of all others, to all offset/industrial benefit credits which may result from such solicitations, procurements, or offers to procure. Seller agrees to take any actions that may be required on its part to assure that Buyer receives such credits. Seller further agrees to report to the Buyer any such foreign procurement activity exceeding $50,000. Foreign procurement information, including any no bid or lost bid data, is to be submitted to the Buyer's Materiel Representative on a quarterly basis. Your quarterly submittal is to include the following data: Foreign Supplier (name and address) Country Nomenclature End Item/use Request for Procurement/Purchase Contract Number Issue/Award date US Dollar value Also required is the name, address, and telephone number of your company focal point submitting the above data. B. SAFETY 1. SAFETY PRECAUTIONS FOR DANGEROUS MATERIALS. Seller shall package, label, transport and ship hazardous materials or items containing hazardous materials in accordance with current published issues of tariffs and regulations reflecting 29 CFR 1910.1200, 49 CFR Article 171-179, or Packaging and Handling of Dangerous Materials for Transportation by Military Aircraft, Joint Manual AFR 71-4, TM 38-250, NAVSUP PVB 505, DLAM 4145.3 and MCO-P 4030.19 and subsequent reissues thereof. 2. SUPPLIER REVIEW OF MATERIAL SAFETY DATA SHEETS. Before, or upon commencing work, Seller shall review all Material Safety Data Sheets for hazardous materials used or stored and any applicable safety measures to be employed in the areas of work. (This data will be provided to the Seller by the Buyer's Materiel Representative.) This requirement is in accordance with OSHA Hazard Communication Standard, 29 CFR 1910.1200. 3. RESERVED 4. HAZARDOUS CHEMICALS LIST. Prior to commencing work, Seller shall provide a list of hazardous chemicals, if any, to be used on site and corresponding Material Safety Data Sheets to the Buyer's Safety Organization through the appropriate Buyer representative. 5. SAFETY APPROVAL OF SUBCONTRACTOR(S). Pre-Award safety approval by the Government is required prior to the award of any subcontract(s) involving research, developing, manufacturing, loading, testing, and handling of ammunition, explosives and related dangerous materials. Therefore, prior to the award of any subcontract(s), under the circumstances stated above, Seller shall: (a) request to be performed the required pre-award safety survey of plant(s) of any proposed subcontractor(s); and (b) obtain Buyer's approval in writing prior to the award of any subcontract(s). 6. SAFETY APPROVAL OF SITE AND CONSTRUCTION PLANS. Site and construction plans for ammunition and explosive facilities will be submitted to the Buyer for endorsement and transfer to the cognizant DoD Safety Office in accordance with the requirements of Chapter 1, paragraphs f, g and h, DoD Contractor's Safety Manual 4145.26-M. Modifications, additions or relocation of facilities or operations shall likewise be submitted for review. These provisions apply equally to Seller's subcontractors. 7. MATERIAL SAFETY DATA SHEETS. Seller will comply with the Hazard Communication Standard, 29 CFR 1910.1200. Seller shall ensure that the name of the Product as identified on the MSDS is identical to the name which appears on the label of the Product shipped to Buyer. Seller shall provide a copy of the Material Safety Data Sheet with each shipment of the product. 8. HAZARDOUS MATERIALS. The clause set forth in FAR 52.223-3, "Hazardous Material Identification and Material Safety Data", is incorporated by reference. "Contractor" shall mean Seller and "Government" in paragraph (c) shall mean Government or Buyer. Hazardous materials are those which are defined in Federal Standard 313A, except for materials embedded in a delivered product in such a manner that in the normal course of use or repair it could not present a potential for harm or injury to personnel. 9. SAFETY PRECAUTIONS FOR AMMUNITION AND EXPLOSIVES. DFARS 252.223-7001, "Safety Precautions for Ammunition and Explosives," is incorporated by reference. "Contracting Officer" shall mean Buyer. 10. SAFETY PRECAUTIONS FOR AMMUNITION AND EXPLOSIVES. DFARS 252.223-7002, "Safety Precautions for Ammunition and Explosives," is incorporated by reference. 11. NOTIFICATION OF TOXIC CHEMICALS. Seller will comply with Section 313 of the Emergency Planning and Community Right to Know Act of 1986 (EPCRA) and 40 CFR Part 372, if applicable. As part of such compliance, Seller shall furnish to the Buyer's Materiel Representative the following information with the initial shipment of each Product to Buyer: A. A statement that the Product contains chemicals which are subject to Section 313 of Title III of the Superfund Amendments and Reauthorization Act of 1986 and 40 CFR 372.45; B. The name and the associated Chemical Abstract Service Registry number of each chemical which has been incorporated in the Product and which is listed in the specific Toxic Chemical Listings contained in 40 CFR 372.65; and C. The percent by weight of each toxic chemical component of the product shipped. If the Seller is required to submit a Material Safety Data Sheet (MSDS), this notification must be attached to or otherwise incorporated into such MSDS. 12. SHIPPING HAZARDOUS MATERIALS. (A) Shipment of hazardous materials shall be by common carrier authorized to handle the material, and in accordance with 49 CFR Parts 100-199 and the IATA "Dangerous Goods Regulations" or "The International Maritime Dangerous Goods Code" (if applicable). This includes but is not limited to: (1) Shipping papers must include the emergency contact number. (2) Shipping papers and packages for hazardous materials or wastes identified as "N.O.S." (not otherwise specified) must show the technical name(s) listed in parenthesis, the association to the basic description, and in the case of mixtures, list the major hazardous components by percentage contributing to the hazard. (B) Seller shall indicate on the shipping papers whether the material presents Poisonous by Inhalation (PIH) hazard. (C) At Buyer's request Seller will provide test reports indicating Performance Oriented Packaging (POPs) compliance to facilitate Buyer's reshipment of Seller's Product. (D) Seller shall mark on all interior packages and shipping containers the closed cup flash point of flammable and combustible materials and/or percentage concentration of corrosive liquids. 13. NOTICE OF RADIOACTIVE MATERIALS. FAR 52.223-7, "Notice of Radioactive Materials", is incorporated by reference. "Contractor" means Seller and "Contracting Officer" means Buyer. The blank in paragraph (a) shall be filled by inserting thirty (30)." 14. ACCIDENT REPORTING AND INVESTIGATION. DFARS 252.228-7005, "Accident Reporting and Investigation Involving Aircraft, Missiles and Space Launch Vehicles," is incorporated by reference. 15. SAFETY AND ACCIDENT PREVENTION. AFFARS 52.223-9004, "Safety and Accident Prevention, is incorporated by reference. "Contracting Officer" shall mean Buyer. 16. SAFETY AND ACCIDENT PREVENTION. AFFARS 5352.223-9000, "Safety and Accident Prevention", is incorporated by reference. 17. REPLACEMENT PRESERVATIVE FOR PENTACHLOROPHENOL. If packaging requirements of this contract specify the use of wood products and a preservative is required, Pentachlorophenol, commonly referred to as "Penta" or "PCP," is prohibited. Replacement preservatives are 2 percent copper naphthenate, 3 percent zinc naphthenate or 1.8 percent copper 8 quinolinolate. 18. LEAD. It is the policy of Buyer to prohibit the use of paints containing lead in any form. Seller hereby affirms that the Product provided in compliance with this Contract contains no lead. Further Buyer prohibits the use of lead hammers and lead "slappers." Seller hereby affirms that individuals under its control are informed of this policy. 19. Hazardous Waste. If in the performance of services on Buyer's property, Seller generates any hazardous substances, or hazardous wastes, or dangerous or extremely hazardous wastes (hereinafter "Hazardous Substances"), unless specifically directed otherwise by Buyer, these Hazardous Substances will be disposed by Buyer. Immediately upon the generation of such Hazardous Substances, the Seller shall advise the using organization's environmental control office. The Seller is hereby directed to coordinate with the using organization's environmental control office to properly package and manage these Hazardous Substances. Seller is further obligated to transport the Hazardous Substances, if so directed by the environmental control representative, to the proper "on-site" storage location for eventual disposal by Buyer. Should the Seller leave any Hazardous Substances improperly packaged, or abandoned, Seller shall be liable for all fines and/or expenses associated with (1) the improper storage or abandonment; (2) repackaging to comply with applicable federal, state, and local laws; and (3) the remediation of any contamination caused by such improper packaging or such abandonment. For purposes of this agreement, the definitions of the terms "hazardous substance," "hazardous waste," "dangerous or extremely hazardous wastes," shall be those used in the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. 9601 et seq.; The Resource Conservation Recovery Act, 42 U.S.C., 6901 et seq., and its applicable state law equivalent; and/or the Washington State Model Toxics Control Act if this purchase order is performed in the State of Washington. 20. TOXIC CHEMICAL RELEASE REPORTING. FAR 52.223-14, "Toxic Chemical Release Reporting," is, except for paragraph (e), incorporated by reference. "Contracting Officer" in paragraph (d) means Buyer. 21. PRODUCTS MANUFACTURED WITH OZONE DEPLETING SUBSTANCES. The item(s) to be delivered under this contract may be manufactured using Class I ozone depleting substances and the following warning statement shall apply to such item(s): |
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