Integrated Defense Systems - The Purchasing System - St. Louis, MO
Special Purchase Order Condition (SPOC)

PRICING SPOCS

SPOC: 0502

REVISION DATE: 01-24-96
The prices of this order are fixed and cannot be increased except by written authorization of the MDC Procurement Representative pursuant to the terms of this order.

SPOC: 0503

REVISION DATE: 01-24-96
This is a cost type contract

SPOC: 0504

REVISION DATE: 01-24-96
Unit prices will be those agreed to by the MDC representive and Seller at the time of Buy-out Order placement. These prices will be confirmed in the appropriate MDC Buy-out Order, MAC Form 970 (Rev. 28 Nov. 83) or electronic equivalent.

SPOC: 0505

REVISION DATE: 12-1-03
This is a fixed price incentive (firm target) (FPIF) contract. The target cost ceiling, target profit and target price established for this contract are as follows: Target Target Target Share Ratio (Under Ceiling Cost Profit Price Target/Over Target)

SPOC: 0506

REVISION DATE: 01-24-96
The maximum repair charges allowance under the 60% limitation of Special Conditions 0508 or 7012, if either or both are contained in this contract, shall not exceed

SPOC: 0507

REVISION DATE: 11-9-01 12-20-01 3-22-02 11-4-03
PERFORMANCE During the Period of Performance of this contract, BUYER agrees to buyfrom SELLER all BUYER's requirements, for BUYER's St. Louis locations,for the parts specified in this contract, so long as SELLER (A) Meets the requirements of this contract; and (B) Strives to meet BUYER's expectation of 100% for both on-time delivery and first-time quality performance as measured by BUYER's records. At a minimum, SELLER shall maintain a Bronze level of performance for delivery and quality, as currently defined in BUYER's Supplier Performance Rating Systems, on all SELLER's business with BUYER. SELLER understands that BUYER will experience unplanned demand due to scrappage, lost parts, fleet support (Aircraft On Ground) and similar situations. SELLER agrees that if SELLER fails to meet the minimum delivery and quality levels specified above or fails to maintain BUYER inventories as specified in this contract with zero "no stock" conditions, exclusive of such BUYER unplanned demand, BUYER may require SELLER to prepare a corrective action plan, may purchase BUYER's requirements from other sources and may cancel this contract for default. Nothing in this contract shall be construed as requiringBuyer to buy any minimum quantity of any item. Unless Buyer and Seller agree otherwise in a written contract change, the prices set forth in this contract are firm fixed for the Period of Performance. PARTICIPATION During the Period of Performance, any other BUYER component, division,affiliate or BUYER majority-owned or controlled entity not specifically identified herein may, by issuing a purchase order or other contractual document approved for use by that entity, purchase from SELLER the goods and/or serves set forth in this contract at the prices established or referenced herein. INSURANCE If, in the performance of this contract, SELLER's employees are required to enter premises owned or controlled by BUYER or the Government, Seller shall maintain Comprehensive General Liability Insurance of $1,000,000 minimum, Automobile Public Liability and Property Damage coverage of $1,000,000 minimum and provide evidence of Worker's Compensation insurance. SELLER shall, upon request, deposit certificates evidencing such insurance with, or shall submit for inspection, such policies to BUYER. PERIOD OF PERFORMANCE This contract shall commence upon BUYER's execution of the contract and end with final delivery on the following date:

SPOC: 0508

REVISION DATE: 01-24-96
Seller is authorized to proceed with necessary repairs upon receipt of the material returned hereunder, provided Seller's estimated chargefor repair is not in excess of 60% of the unit's original selling price or the dollar limit of Special Condition 0506, whichever is less. If the estimated repair charge exceeds such percentage or dollar limit, Seller shall immediately stop work, notify the MDC Purchasing Representative of the estimated repair charge, and shall not proceed without MDC's further authorization.

SPOC: 0509

REVISION DATE: 11-9-01
Any subcontractor or supplier performing work for BUYER ("BUYER subcontractor") may issue an order to or contract with SELLER referencing this contract, and SELLER agrees to sell goods to such BUYER Subcontractor, for use in its contracts with BUYER, at the prices set forth or referenced herein. Such contract shall be considered independent of this contract, and BUYER shall not assume or otherwise accept or be held responsible by SELLER for any liability or debt that a BUYER Subcontractor might incur with respect to or under any such contract. SELLER may request written verification from the BUYER Subcontractor that the goods and/or services so ordered support BUYER requirements. SELLER shall promptlyinform BUYER's Authorized Procurement Agent of any such order invokingthis participation clause.

SPOC: 0510

REVISION DATE: 01-24-96
Prices stated herein are subject to adjustment to the extent of changes in published industry pricing indices in effect at the time of delivery.

SPOC: 0511

REVISION DATE: 11-9-01 11-13-01 03-02-04
STATEMENT OF WORK Any line item quantities in this contract are for BUYER's internal purposes and do not represent actual deliverable quantities. Instead,SELLER shall access the records in BUYER's Consumption Based Ordering System (CBO) electronically via SELLER's ACCESSTO Account to determineBUYER need. BUYER will update such records periodically. Such records indicate minimum level ("MIN" column), maximum level ("MAX" column) Stock ("TOTAL STOCK AVAILABLE" Block) and quantity information("DEMAND QTY" column) for each part number. SELLER shall maintain BUYER's inventory level at or above the MIN, and at or below the LESSER of (A) the MAX or (B) unallocated forecast. Unallocated forecast is defined as the total "DEMAND QTY" (forecast) for the Period of Performance minus "TOTAL STOCK AVAILABLE." EXPENDITURE LIMITATION The maximum amount BUYER shall pay Seller under this contract is the total price of this contract. This amount includes planned part deliveries plus a provision for unplanned demand. BUYER shall not be obligated to pay SELLER any amount in excess of this maximum amount, nor shall SELLER be obligated to deliver parts that, if paid for, would cause this maximum amount to be exceeded. TERMINATION LIABILITY (A) BUYER's liability for the termination of all or any portion of this contract will not exceed the lesser of: (1) Actual expenses incurred by SELLER for work in process + (finished goods inventory at the SELLER times Unit Price) for the terminated part numbers; OR (2) Unit Price times (BUYER's MAX Inventory Level minus BUYER's TOTAL STOCK AVAILABLE) for the terminated part numbers at the time the termination is issued. (B) SELLER shall assume total liability for effort beyond that set forth in Paragraph (A) above. (C) For purposes of this clause, work in process is those goods which are in work to support BUYER's forecast requirements, and are at or within order lead time as set forth in this contract or in another document referenced by this contract.

SPOC: 0512

REVISION DATE: 01-24-96
Prices incorporated herein are predicated on the rent-free use of government-owned facilities on a non-interference basis. If such should become other than fully rent-free during the performance of this contract, or undergo any other change which might affect their suitability for performance hereunder, Seller shall promptly notify the MDC Purchasing Representative. The Seller agrees that it will not directly or indirectly, through overhead charges or otherwise, include in the price of this contract, or seek reimbursement under this contract for, any rental charge paid by the Seller for the use onother contracts or subcontracts of the facilities referred to herein. Prices, delivery schedule and other affected provisions of this contract will be equitably adjusted if facilities become other than fully rent-free during the performance of this contract. This same clause should be included in lower-tier orders where rent-free use of government-owned facilities is contemplated. Seller's facility number and date of expiration thereof, are--

SPOC: 0514

REVISION DATE: 01-24-96 
**** OBSOLETE SPOC **** SPOC IDENTIFIED AS OBSOLETE ON 10-05-98
The maximum cumulative obligation of MDC and/or the U.S. Government hereunder shall not exceed the lesser of: (1) the amount set forth in Special Condition 0542, provided such contract condition is contained herein or; (2) the amounts set forth in the following schedule which includes liability for delivered items plus possible termination claims.

SPOC: 0516

REVISION DATE: 01-24-96
Within five (5) days from receipt of an item returned hereunder for repair, Seller shall submit a firm quotation for all repair charges to the MDC Purchasing Representative. Repair charges exceeding $250.00 shall be substantiated by Seller's cost breakdown.

SPOC: 0518

REVISION DATE: 01-24-96
Rent-free use of government facilities, special tooling and special test equipment is not authorized, except as authorized under Special Condition 6002 if contained herein. The use of facilities, tooling and test equipment accountable under a direct U.S. Government supplierfacility or supply contract will result in rent being assessed Seller by the U.S. Government. Seller hereby acknowledges that this rent has been considered and included in the price of goods to be supplied on this contract.

SPOC: 0520

REVISION DATE: 01-24-96 7-29-99
Seller shall submit cost or pricing data in the format described in FAR 15.408, Table 15-2, "Instructions for Submitting Cost/Price Proposals When Cost or Pricing Data are Required." Seller shall also certify to such data by the use of MDC Form 858-2 as of the date the prices are agreed upon.

SPOC: 0521

REVISION DATE: 01-24-96 
**** OBSOLETE SPOC **** SPOC IDENTIFIED AS OBSOLETE ON 10-01-98
(a) The termination liability amount authorized by MDC under this contract is set forth in paragraph (i). Seller agrees that such amount shall permit performance of this contract through the date set forth in paragraph (i) and agrees to continue performance through that date. MDC may, by unilateral modification to this contract, extend that date. If the date is extended, the amount authorized shall be increased by an amount sufficient to cover the extended period of performance, and Seller agrees to continue performance through the new date. Notwithstanding paragraph (b), if at any time an amount equal to the maximum price set forth in paragraph (i) is authorized, Seller shall complete performance of all work specified by this contract. (b) If the termination liability amount is not increased by the date set forth in paragraph (i) or the date set forth in Seller's notice submitted pursuant to paragraph (d), (whichever is later), MDC will, upon written request of Seller, terminate this contract under the provisions of the Termination for Convenience article. Provided, however, that this contract shall not be terminated at Seller's request under the provisions of this paragraph until at least thirty (30) days after the date on which MDC receives the aforementioned notice. (c) Notwithstanding anything to the contrary contained in the Termination for Convenience article of this contract, if this contract is terminated under the aforementioned article, the maximum amount for which MDC shall be liable, including termination expenses, shall not exceed the termination liability amount then authorized and set forth in paragraph (i). The termination settlement shall be limited to that material acquired, effort performed or both, which are determined by MDC to have been necessary to protect the delivery schedule set forth in this contract. (d) Thirty (30) days before the date specified in paragraph (i), Seller shall notify MDC in writing of any additional termination liability amount required to continue timely performance under this contract for sixty (60) days after the date specified in paragraph (i) or for any further period specified by MDC. If Seller fails to give notice at least thirty (30) days before the date specified in paragraph (i), Seller agrees to continue performance of the work under this contract with no additional termination liability amount authorized for thirty (30) days from the date that the notice is received by MDC in order to allow MDC time to authorize the additionaltermination liability amount. (e) Notwithstanding the incorporation of progress payments, until this contract is definitized or provisional billing prices are added, Seller may not bill MDC for delivered goods. Until such time as the contract is definitized or provisional billing prices are added, MDC shall pay only the percentage of costs authorized by SPOC 4515 or 4518 subject to the termination liability limitations set forth in paragraph (i). Upon definitization or incorporation of provisional billing prices, Seller may submit invoice(s) for previously delivered goods at the allowable liquidation rates. (f) Nothing in this condition will limit the rights of MDC to terminate this contract for convenience or to cancel for default under the pertinent articles of this contract. (g) MDC or the Government has the right to examine all books, records,documents and other evidence and accounting procedures and practices sufficient to reflect properly all direct and indirect costs, of whatever nature, claimed to have been incurred and anticipated to be incurred for the performance of this contract. If MDC so elects, Seller and MDC will enter into good faith negotiations in order to determine, on the basis of such examination, the amount, if any, by which the maximum price set forth in paragraph (i) should be reduced. Costs shall be determined in accordance with Part 31 of the FAR in effect on the date of this contract. Seller will not permit costs of performance hereunder to become commingled with costs of performance under any other contract. (h) At the time this contract is definitized this condition will be of no effect and shall be deemed deleted. (I)

SPOC: 0522

REVISION DATE: 01-24-96
Prices stated herein cannot be increased, but Seller will allow any price decrease in effect at the time of any individual shipment. Deviations from the estimated quantity or quantities stated herein, or from periodic schedule or schedules subsequently stated, shall not be justification for any increase in price.

SPOC: 0523

REVISION DATE: 10-1-98
(a) The termination liability amount authorized by MDC under this contract is set forth in paragraph (f). Seller agrees that such amount shall permit performance of this contract through the date set forth in paragraph (f) and agrees to continue performance through that date. MDC may, by unilateral modification to this contract, extend that date. If the date is extended, the amount authorized shall be increased by an amount specified to cover the extended period of performance, and Seller agrees to continue performance through the new date. (b) If the termination liability amount is not increased by the date set forth in paragraph (f) or the date set forth in Seller's notice submitted pursuant to paragraph (d), (whichever is later), MDC will, upon written request of Seller, terminate this contract under the provisions of the Termination for Convenience article. Provided, however, that this contract shall not be terminated at Seller's request under the provisions of this paragraph until at least thirty (30) days after the date on which MDC receives the aforementioned notice. (c) Notwithstanding anything to the contrary contained in the Termination for Convenience article of this contract, if this contractis terminated under the aforementioned article, the maximum amount forwhich MDC shall be liable, including termination expenses, shall not exceed the termination liability amount then authorized and set forth in paragraph (f). The termination settlement shall be limited to thatmaterial acquired, effort performed or both, which are determined by MDC to have been necessary to protect the performance of this contract. (d) Thirty (30) days before the date specified in paragraph (f), Seller shall notify MDC in writing of any additional termination liability amount required to continue timely performance under this contract for sixty (60) days after the date specified in paragraph (f) or for any further period specified by MDC. If Seller fails to give notice at least thirty (30) days before the date specified in paragraph (f), Seller agrees to continue performance of the work under this contract with no additional termination liability amount authorized for thirty (30) days from the date that the notice is received by MDC in order to allow MDC time to authorize the additionaltermination liability amount. (e) Nothing in this condition will limit the rights of MDC to terminate this contract for convenience or to cancel for default under the pertinent articles of this contract. (f) Termination Liability Estimated Through Date

SPOC: 0524

REVISION DATE: 01-24-96 
**** OBSOLETE SPOC **** SPOC IDENTIFIED AS OBSOLETE ON 10-02-98
Limitation of McDonnell Douglas obligation (A) The items and/or work ordered hereunder will be funded on an incremental basis. McDonnell Douglas shall not be obligated to provide funds at a more rapid rate than described in Paragraph (E) below. McDonnell Douglas' liability for the items and/ or work incrementally funded under this contract upon the termination hereof at any time, shall not exceed the cumulative total of the amounts then obligated hereunder, and the Seller shall not be entitled to any adjustment in delivery schedule, fixed prices, maximum price or any other provisions of this contract, attributable to the Seller's incurring of amounts at a rate exceeding the rate of obligation specified in Paragraph (E) below. (B) McDonnell Douglas' limitation of liability as set forth in this clause shall not be authority for the Seller to cease or slow the performance of work under this contract and may not be used as the basis for extending schedules or otherwise altering the performance requirements under this contract. (C) Nothing contained in this clause shall affect the right of McDonnell Douglas to cancel or terminate this contract under the "Default" or "Termination for Convenience" clauses of this contract. (D) No incremental funding hereunder shall be deemed for any purpose under this contract, as an acceptance of work performed by the Seller prior to such funding. (E) The maximum cumulative obligation of McDonnell Douglas and/or the Government hereunder shall not exceed the lesser of the amount(s) set forth in Contract Condition 0521 or 0542, provided either of such contract conditions is contained herein, or the amounts set forth in the following schedule, which includes liability for delivered items plus any possible termination claims.

SPOC: 0525

REVISION DATE: 01-24-96 
**** OBSOLETE SPOC **** SPOC IDENTIFIED AS OBSOLETE ON 10-30-98
In consideration of MDC granting funding authorization for Seller to begin performance of the work under this contract, Seller agrees that its proposal as identified below shall remain a valid offer for MDC's acceptance until the validity date as specified in Seller's proposal or the definitization date set forth in condition 0543, whichever is later. In the event MDC and Seller subsequently agree to incorporate a maximum price in SPOC 0521 this clause will be of no effect and shall be deemed deleted. The proposal number is:

SPOC: 0525A

REVISION DATE: 01-24-96 
**** OBSOLETE SPOC **** SPOC IDENTIFIED AS OBSOLETE ON 10-02-98
In consideration of MDC granting authorization for Seller to begin performance of the work under this contract modification, Seller agrees that its proposal as identified below shall remain a valid offer for MDC's acceptance until the validity date as specified in Seller's proposal or the definitization date set forth in condition 0543a, whichever is later. In the event MDC and Seller subsequently agree to incorporate a maximum price by purchase change order, this clause will be of no effect and shall be deemed deleted. The proposal number is:

SPOC: 0526A

REVISION DATE: 01-24-96
No additional setup charge is authorized. The unit price for the combined quantity being purchased shall apply. Goods supplied hereunder will be processed concurrently with items ordered on MDA P.O.

SPOC: 0527

REVISION DATE: 10-25-01 
**** OBSOLETE SPOC **** SPOC IDENTIFIED AS OBSOLETE ON 11-06-01
(A) Of the total price of this contract, the sum set forth in (I) below is available for payment and allotted to this contract as of the date specified. Paragraph (I) may also set forth a schedule for future allotments and associated performance periods, such allotments to be contingent upon Buyer's obtaining of funding from its customer. (B) Seller will perform work hereunder up to the point at which the total amount payable by Buyer, including reimbursement in the event of termination of this contract for convenience, would, in the exercise of reasonable judgment by Seller, approximate the total amount at the time allotted to the contract. Buyer will not be obligated in any event to pay or reimburse Seller in excess of the amount allotted to the contract, regardless of anything in the Termination for Convenience clause of this contract. (C) Buyer and Seller estimate that the allotted amount set forth in (I) below will permit performance of this contract until the associated date set forth in (I) below. Seller will notify Buyer in writing at least 30 days prior to the date when, in Seller's best judgment, the work will reach a point at which, in the event of termination of this contract pursuant to its Termination for Convenience clause, the total amount payable by Buyer (including amounts payable in respect of subcontracts and settlement costs), will approximate 85 percent of the total amount then allotted to the contract. The notification will state the estimated date when that point will be reached and also state the estimated amount of additional funds, if any, needed to continue performance to the date in (I) below and for 60 days thereafter, or for any further period specified by Buyer. Seller agrees to continue performance of the work under this contract, with no additional allotment amount authorized, for 30 days from the date that the notification is received by Buyer in order to allow Buyer time to authorize additional allotted funds. If additional funds are not allotted within 30 days or an agreed-to substitute date, Buyer will, upon written request of Seller, terminate this contract pursuant to its Termination for Convenience clause. (D) When additional funds are allotted for continued performance of this contract, Buyer shall notify Seller in writing of such additional allotment and the period of performance estimated to be covered by it. Upon the parties' agreement as to the period of contract performance to be covered by the funds, the contract will be modified accordingly. The provisions of (B) and (C) above will apply in like manner to the additional allotted funds and the agreed-to substitute date. (E) If, solely by reason of failure of Buyer to allot additional funds, in amounts sufficient for timely performance of this contract, Seller incurs additional costs or is delayed in the performance of the work under this contract, and if additional funds are allotted, an equitable adjustment will be made in the price of this contract or in the time of delivery or both. Failure to agree to any such equitable adjustment hereunder will be a dispute under the Disputes clause of this contract. (F) Buyer may at any time prior to termination and, with the consent of Seller, after notice of termination allot additional funds to this contract. (G) This clause no longer applies once the contract is fully funded except with regard to the rights and obligations of the parties concerning equitable adjustments negotiated under this clause. The termination provisions of this clause do not limit the rights of Buyer under the clause entitled Cancellation for Default. (H) Nothing in this clause affects the right of Buyer to terminate this contract pursuant to the Termination for Convenience clause of this contract. (I) Except as may be set forth in separate correspondence signed by Buyer's Authorized Procurement Representative, the sum allotted to this contract, the anticipated allotment date, and the estimated period of performance covered by this sum are, respectively: Sum Anticipated Covers Performance Allotted Allotment Date Through Date

SPOC: 0528

REVISION DATE: 01-24-96 
**** OBSOLETE SPOC **** SPOC IDENTIFIED AS OBSOLETE ON 10-02-98
Within 15 days from the date of this contract or contract change order, as the case may be, Seller shall furnish Buyer a cumulative monthly termination liability schedule. The maximum termination liability of MDC and/or the Government hereunder shall not exceed the lesser of (1) the amount set forth in Special Condition 0542, providedsaid special condition is contained herein or (2) the amount set forthin the schedule to be furnished hereunder, which shall include liability for delivered items plus possible termination claims. The schedule shall be set forth in the following, or equivalent, form: Through Month of; Amount $ The termination liability schedule furnished by the Seller shall become a part of this contract and MDC termination liability hereundershall be limited accordingly.

SPOC: 0530

REVISION DATE: 01-24-96 08-23-05 
**** OBSOLETE SPOC **** SPOC IDENTIFIED AS OBSOLETE ON 08-23-05
Seller is not authorized to proceed with the repair of any item hereunder until Seller has advised the MDC Purchasing Representative of cost, by individual piece, of repair, and is in receipt of a change order authorizing Seller to proceed with the repair. Seller should also advise of the current selling price of new like equipment. Seller shall absorb all costs of analyzing the extent of needed repair if no work is authorized.

SPOC: 0531

REVISION DATE: 9-29-98 (only change 4-13-01 was to the date of 9-28-98 from Sept 98)
(a) This contract is placed on a will negotiate basis while awaiting firm fixed-price proposal. Seller agrees to submit to MDC a firm fixed-price proposal for the work required hereunder. Upon receipt ofSeller's proposal, it shall be incorporated as a maximum not-to-exceedprice. MDC or the Government has the right to examine all books, records, documents and other evidence and accounting procedures and practices sufficient to reflect properly all direct and indirect costs, of whatever nature, claimed to have been incurred and anticipated to be incurred for the performance of this contract. If MDC so elects, Seller and MDC will enter into good faith negotiations, in order to determine, on the basis of such examination,the amount, if any, by which such prices should be reduced. Costs shall be determined in accordance with Part 31 of the FAR in effect on the date of this contract. MDC may delete this Special Condition 0531 by unilateral change order at any time it elects to do so. However pending its deletion, Seller will not permit costs of performance hereunder to become commingled with costs of performance under any other contract. Nothing in this condition will limit the rights of MDC to terminate this effort under the pertinent articles of this contract. (b) MDC reserves the right to extend this schedule if the parties are unable to begin or conclude negotiations per this schedule. Seller shall notify MDC, in writing, if it anticipates 40% of the work to be performed under this contract will be completed at an earlier date than the initial definitization date set forth below. Upon receipt ofSeller's notification, MDC will amend this condition to reflect the date specified by Seller. (c) The target schedule for definitizing this contract is set forth below. SUBMISSION OF PROPOSAL BEGIN NEGOTIATIONS DEFINITIZATION

SPOC: 0532

REVISION DATE: 01-24-96 
**** OBSOLETE SPOC **** SPOC IDENTIFIED AS OBSOLETE ON 10-01-98
(a) This contract is placed on a will negotiate basis while awaiting a firm fixed price proposal. Seller agrees to submit to MDC within 30days of receipt of this contract, a firm fixed-price proposal for the work required hereunder. Upon receipt of Seller's proposal, MDC shallhave the unilateral right to delete this Special Condition and, within ninety (90) days, incorporate the price proposal as a maximum not to exceed price, or to negotiate said price proposal and incorporate a firm fixed price for the work requried hereunder. The maximum amount for which Seller is authorized to incur obligations in the performance of this contract, and the extent to which MDC shall be liable if this contract is terminated for convenience is:

SPOC: 0533

REVISION DATE: 10-1-98
(a) This contract is placed on a will negotiate basis. Seller agrees to submit to MDC a firm fixed-price proposal for the work required hereunder. MDC or the Government has the right to examine all books, records, documents and other evidence and accounting procedures and practices sufficient to reflect properly all direct and indirect costs, of whatever nature, claimed to have been incurred and anticipated to be incurred for the performance of this contract. If MDC so elects, Seller and MDC will enter into good faith negoti- ations in order to determine, on the basis of such examination, the amount, if any, by which such prices should be reduced. Costs shall be determined in accordance with Part 31 of the FAR in effect on the date of this contract. MDC may delete this Special Condition 0533 by unilateral change at any time it elects to do so. However pending its deletion, Seller will not permit costs of performance hereunder tobecome commingled with costs of performance under any other contract. Nothing in this condition will limit the rights of MDC to terminate this effort under the pertinent articles of this contract. (b) MDC reserves the right to extend this schedule if the parties are unable to begin or conclude negotiations per this schedule. Seller shall notify MDC, in writing, if it anticipates 40% of the work to be performed under this contract will be completed at an earlier date than the initial definitization date set forth below. Upon receipt of Seller's notification, MDC will amend this condition to reflect the date specified by Seller. (c) The target schedule for definitizing this contract is set forth below. Submission of Proposal Price Validity Date Begin Negotiations Defin

SPOC: 0536

REVISION DATE: 01-24-96
The goods being purchased on this order are subject to multiple unit pricing as shown below:

SPOC: 0537

REVISION DATE: 01-24-96
The goods being purchased on this order are subject to multiple unit pricing and to the multiple job numbers as shown below:

SPOC: 0538

REVISION DATE: 01-24-96
The unit prices of goods ordered hereunder will be adjusted to the same extent that unit prices of the same part numbers are adjusted, as a result of pending negotiations, on contract

SPOC: 0539

REVISION DATE: 7-2-99
Rates incorporated herein are fixed for the period of performance and cannot be changed except by a written authorization of the MDC Buyer. Listed below are the hourly shop rates for all straight time and all authorized overtime under this contract. Straight Time Rate Authorized Overtime Rate

SPOC: 0540

REVISION DATE: 01-24-96
Rates incorporated herein are fixed for the period of performance stipulated and cannot be increased except for changes in the type of work required.

SPOC: 0541

REVISION DATE: 01-24-96 
**** OBSOLETE SPOC **** SPOC IDENTIFIED AS OBSOLETE ON 10-21-98
Pending mutual agreement on the definitized purchase order pricing, MDC's obligation to make payment of any kind hereunder will not exceed 50% of the value of this undefinitized purchase order.

SPOC: 0542

REVISION DATE: 01-24-96 
**** OBSOLETE SPOC **** SPOC IDENTIFIED AS OBSOLETE ON 10-01-98
(a) The prices shown on this purchase order are maximum prices. MDC or the Government has the right to examine all books, records, documents and other evidence and accounting procedures and practices sufficient to reflect properly all direct and indirect costs, of whatever nature, claimed to have been incurred and anticipated to be incurred for the performance of this contract. If MDC so elects, Seller and MDC will enter into good faith negotiations in order to determine, on the basis of such examination, the amount, if any, by which such prices should be reduced. Costs shall be determined in accordance with Section XV of the DAR or Part 31 of the FAR in effect on the date of this contract. MDC may delete this Special Condition 0542 by unilateral change order at any time it elects to do so. How- ever pending its deletion, Seller will not permit costs of performancehereunder to become commingled with costs of performance under any other contract. Should MDC terminate this contract in its entirety pursuant to the Termination for Convenience provisions of this contract within 180 days after the date of execution, MDC's total liability to Seller will not exceed

SPOC: 0543

REVISION DATE: 01-24-96 
**** OBSOLETE SPOC **** SPOC IDENTIFIED AS OBSOLETE ON 10-02-98
The target schedule for definitizing this contract is set forth below.MDC reserves the right to extend this schedule if the parties are unable to begin or conclude negotiations per this schedule. Seller shall notify MDC, in writing, if it anticipates 40% of the work to be performed under this contract will be completed at an earlier date than the initial definitization date set forth below. Upon receipt ofSeller's notification, MDC will amend this condition to reflect the date specified by Seller. Definitization Submission of Proposal Begin Negotiations

SPOC: 0543A

REVISION DATE: 01-24-96
The target schedule for definitizing this contract modification is set forth below. MDC reserves the right to extend this schedule if the parties are unable to begin or conclude negotiations per this schedule. Seller shall notify MDC, in writing, if it anticipates 40% of the work to be performed under this contract will be completed at an earlier date than the initial definitization date set forth below. Upon receipt of Seller's notification, MDC will amend this condition to reflect the date specified by Seller. Definitization Submission of proposal Begin Negotiations

SPOC: 0544

REVISION DATE: 01-24-96
Unit dollar prices shown are for MDC internal purposes. Unit prices applicable to items in this contract for purposes of payment to Seller are as follows:

SPOC: 0545

REVISION DATE: 10-1-98 4-4-01
(a) The prices shown on this purchase order are maximum prices. MDC or the Government has the right to examine all books, records, documents and other evidence and accounting procedures and practices sufficient to reflect properly all direct and indirect costs, of whatever nature, claimed to have been incurred and anticipated to be incurred for the performance of this contract. If MDC so elects, Seller and MDC will enter into good faith negotiations in order to determine, on the basis of such examination, the amount, if any, by which such prices should be reduced. Costs shall be determined in accordance with Part 31 of the FAR in effect on the date of this contract. MDC may delete this Special Condition 0545 by unilateral change order at any time it elects to do so. However pending its deletion, Seller will not permit costs of performance hereunder to become commingled with costs of performance under any other contract. Nothing in this condition will limit the rights of MDC to terminate this effort under the pertinent articles of this contract. (b) MDC reserves the right to extend this schedule if the parties are unable to begin or conclude negotiations per this schedule. Seller shall notify MDC, in writing, if it anticipates 40% of the work to be performed under this contract will be completed at an earlier date than the definitization date set forth below. Upon receipt of Seller's notification, MDC will amend this condition to reflect the date specified by Seller. (c) If agreement on a definitive price is not reached by the definitization date, or within any extension granted, MDC may determine a reasonable price or fee in accordance with Subpart 15.4 and Part 31 of the FAR, subject to Seller's right to appeal as provided in the Disputes article of the General Provisions. (d) The target schedule for definitizing this contract is set forth below. Submission of Proposal Begin Negotiations Definitization

SPOC: 0546

REVISION DATE: 01-24-96
Rates incorporated herein are maximum rates and are for billing purposes only until such rates can be substantiated by MDC audit or by the government for MDC. Such rates will be revised downward to the extent that such audit and/or subsequent negotiations between MDC and Seller result in mutual agreement. Seller's invoices may also be verified by MDC audit. Any payment previously made or to be made will be subject to reduction by amounts included in the related invoice which such audit reveals are not properly chargeable to this contract. For purposes of any such audit effort Seller will make available, to MDC, Seller's pertinent cost records and books of account.

SPOC: 0548

REVISION DATE: 01-24-96
The prices listed herein are subject to change, in which case, the Seller agrees to extend price protection to MDC for a minimum of thirty (30) days following written notice of such change. Seller willsubstantiate price changes by furnishing copies of manufacturer's letters, price lists, or catalogues to support increases. Pricing forundelivered material ordered by MDC pursuant to a price change shall be the contractual price in effect at the time an order or release is entered. In the event of an increase, MDC reserves the right to accept the increase or terminate the balance of the order, without penalty if unacceptable to MDC. If any price decrease occurs, Seller agrees to reduce prices effective with the date of such notice.

SPOC: 0550

REVISION DATE: 01-24-96
Seller agrees to provide a proposal with complete SF 1411/DD 633 substantion to MDC within 45 days of receipt of this order. Further, the parties agree to enter into good faith negotiations within 45 days after MDC receives the audit report of Seller's proposal.

SPOC: 0552

REVISION DATE: 01-24-96 
**** OBSOLETE SPOC **** SPOC IDENTIFIED AS OBSOLETE ON 12-17-01
Unit dollar prices shown are for MDC internal purposes. Unit prices applicable to items in this contract for purposes of payment toSeller are as follows. MDC will pay Seller at the rate of exchange the date payment is initiated by MDC, in U.S. Dollars, equivalent to the following firm quoted

SPOC: 0554

REVISION DATE: 01-24-96
Costs resulting from changes due to Seller's errors, decision to improve production techniques or tooling, rework resulting from failure to incorporate changes at the agreed effectivity, rework to incorporate changes in excess of reasonableness consistent with the schedule requirements, or McDonnell Douglas Stress Department disapproval of a change previously approved by Seller's Stress Department, will not affect the purchase order price.

SPOC: 0556

REVISION DATE: 01-24-96 08-23-05 
**** OBSOLETE SPOC **** SPOC IDENTIFIED AS OBSOLETE ON 08-23-05
This contract is placed on an advise price basis in order to expedite production and delivery while awaiting a firm price proposal. Pendingreceipt and acceptance of formal price quotation, McDonnell Douglas's total liability hereunder will not exceed

SPOC: 0558

REVISION DATE: 01-24-96
All materials required to effect repair of the part(s) returned hereunder shall be furnished by the Seller. The cost of such materials will be included in the price of this contract.

SPOC: 0560

REVISION DATE: 01-24-96
The prices of this contract are subject to both increases and decreases as a result of abnormal fluctuations in the economy in accordance with the provisions of the adjustment for fluctuation in economy clause which is incorporated herein as attachment to this contract, number

SPOC: 0562

REVISION DATE: 01-24-96
Seller agrees that any other McDonnell Douglas Corporation company, division, or facility, not specifically included herein may, at the election of such company, division, or facility, participate in this contract during the term hereof or any extension thereof, under the same terms and conditions and at the prices specified herein. Individual purchase orders will be issued with reference to this agreement by number and will outline individual requirements, deliverydestination, invoice address, tax information, and other data pertinent to their operation.

SPOC: 0564

REVISION DATE: 01-24-96 2-1-00 08-23-05
At any time on or before the date shown below, MDC may, by mailing, faxing , or delivering to Seller a letter, change order or separate purchase order, purchase from Seller, and Seller agrees to sell to MDC, the additional quantities of articles listed below at unit prices so listed. Such unit prices are based on the following assumptions: (1) The additional articles will be purchased in the listed quantities, (2) the provisions of this contract, including delivery rates, will apply to the additional articles, and (3) the additional articles will be of the same design configuration as the articles initially ordered under this contract. At the time of exercising its option under this Special Condition 0564, MDC may vary any of the foregoing assumptions to the extent that such variation is required by the provisions of MDC's prime contract or higher-tier subcontract to which the additional articles are charged. Any such variation will be deemed to be a change under the Changes article of the General Contract Conditions of this contract. Nothing in this Special Condition 0564 will be deemed to prohibit MDC and Seller from agreeing to lesser unit prices than those shown below or additional quantities greater than the maximum number shown below. The aforesaid last date of option exercise, articles, and unit prices are, respectively:

SPOC: 0566

REVISION DATE: 01-24-96 06-14-05 
**** OBSOLETE SPOC **** SPOC IDENTIFIED AS OBSOLETE ON 06-14-05
As stated in Special Condition 0578, the same basic terms and conditions of this contract will apply to any of the options exercised by MDC. Moreover, in the event MDC should place any other contract(s) for the equipment purchased hereunder and/or any related items, including GSE/services associated with such equipment, Seller agrees to accept in such contract(s) the same basic terms and conditions, including without limitation, the maximum price provisionsof Special Condition 0542, contained hereunder if MDC elects to include them.

SPOC: 0568

REVISION DATE: 01-24-96 08-23-05 
**** OBSOLETE SPOC **** SPOC IDENTIFIED AS OBSOLETE ON 08-23-05
McDonnell Douglas may include in any contract or change order, for purchases under the option(s) set forth in Special Condition 0578 and/or in other parts of this contract, a provision reading substantially as follows - 0542 Maximum price provisions for this contract - The prices shown on this purchase order are maximum prices. MDC or the U.S. government has the right to examine all books, records, documents and other evidence and accounting procedures and practices sufficient to reflect properly all direct and indirect costs, of whatever nature, claimed to have been incurred and anticipated to be incurred for the performance of this contract and if MDC so elects, Seller and MDC will enter into good faith negotiations in order to determine, on the basis of such examination, the amount, if any, by which such prices should be reduced. MDC may delete this Special Condition 0542 by unilateral change order at any time it elects to do so. However, pending its deletion, Seller will not permit costs of performance hereunder to become commingled with costs of performance under any other contract on Seller's books of account. Should MDC terminate this contract in its entirety pursuant to the Termination for Convenience Article of the General Contract Conditions within 120 days after the date of this contract, MDC's total liability to Seller because of such termination or for work performed by Seller under this contract will not exceed $ Should MDC so include such a provision, the liability limitation referred to therein shall be an amount equal to a predetermined percentage of the costs MDC could reasonably expect Seller to incur during the first 120 days of performance under such option-exercising contract or change order. Such costs would be only the allowable costs in accordance with FAR Part 31.2/DAR Section XV, Part 2, in effect upon the date of such option-exercising contract or change order. For purpose of such order in the instant situation,the predetermined percentages mentioned above will be consistent and compatible with the funding provisions under the Termination Liabilityspecial condition of this contract.

SPOC: 0568A

REVISION DATE: 01-24-96 
**** OBSOLETE SPOC **** SPOC IDENTIFIED AS OBSOLETE ON 10-21-98
McDonnell Douglas may include in any contract or change order, for purchases under the maxium price options(s) set forth in Special Condition 0578, a provision reading substantially as that set forth in Special Condition 0521 of the basic order.

SPOC: 0576

REVISION DATE: 01-24-96
The option exercise dates for Options are based upon Seller's completion of the applicable milestone event for each option listed below, at least forty-five (45) days prior to MDC's exercise of the particular option. In the event Seller fails to meet a milestone event at least forty-five (45) days prior to the applicable option exercise dates, MDC may, if it so elects, extend the applicable option exercise date by the same number of days by which the Seller has failed to meet the milestone event within the period specified above. Option Number Milestone Event Milestone Date (1) Seller's successful completion of the prototype/preproduction development tests, as signified by MCAIR's approval of Seller's test reports. (2) Seller's successful completion of reliability development tests, main- tainability demonstration tests and the laboratory demonstration tests (excluding the reliability demonstra- tion tests) as signified by MCAIR's approval of Seller's test reports. (3) Seller's successful completion of reliability demonstration tests as signified by MCAIR's approval of Seller's test reports. However, if the Seller fails to meet any one or more of the above milestone dates, or any extension in dates granted by MDC therefor, nothing in this Special Condition 0576 will be deemed to prohibit MDC from the right to exercise any one or more of the options prior to the Seller's completion of such milestone events. Moreover, notwithstanding the establishment of the above milestone events and dates, MDC may elect to exercise any of the options prior to Seller's performance of the milestone events by such dates inasmuch as MDC has the right to exercise any one or more of the options at any time prior to the expiration dates of such options. Furthermore, the provisions of thisSpecial Condition 0576 will not result in any increase in purchase order prices and/or option prices under Special Condition 0578 and will not relieve the Seller from meeting MDC's delivery schedule requirements.

SPOC: 0578

REVISION DATE: 01-24-96 
**** OBSOLETE SPOC **** SPOC IDENTIFIED AS OBSOLETE ON 10-21-98
(A) At any time prior to the expiration of the option dates shown below, MDC may, by written correspondence, in such form as defined in Paragraph (C) below, or by a change order to this contract or by a separate contract, purchase from Seller, and Seller agrees to sell to MDC, the items listed below at the option prices so listed in the options. Such option prices are based upon the following four (4) assumptions: (1) The option items, if purchased, will be purchased in the quantities listed below. (2) The provisions of this contract will apply to all options. (3) The option items of equipment will be of the same configuration as the last equipment which shall be delivered under the contract for the exercise of Option Number (1). (4) Delivery schedules will be specified by MDC upon the exercise of the option and delivery of equipment under Option Number (1) below will be over approximately a ____ month period at approximately an average monthly rate and should commence in 19 , and continue until completion of the Option Number 1 quantity. Deliveries of equipment under Option Number (2) will be over approximately a ___ month period at approximately an average monthly rate and will commence within one month before or after the scheduled completion of the Option Number 1 quantity. Deliveries of equipment under Option Number (3) will be over approximately a ___ month period at approximately an average monthly rate and will commence within one month before or after the scheduled completion of the Option Number 2 quantity. /B/ At the time of exercising its option or options under this Special Condition 0578, MDC may vary any of the foregoing assumptions as MDC may reasonably deem necessary in order to comply with the provisions of the prime contract(s) or higher tier subcontract(s) to which the additional articles are charged. Any such variation will be deemed to be a change under the Changes article of the General Purchase Order Conditions of this contract. However, in the event of a variation from a specific quantity of equipment included in any one or more of the options listed below, MDC shall have the right hereunder to adjust the option quantity of equipment, and any other affected items, e.g., special tooling and test equipment/, from 50 percent to 150 percent of such quantity for each of the options, in accordance with the provisions of attachment number ___ hereto, which provides for the equitable adjustment of prices for equipment and special tooling and special test equipment for such variation in the options listed below. /C/ In the event MDC does not exercise fiscal year options after any of the preceding options have been exercised, the Seller shall not have the right for price adjustment on any prior quantities ordered or exercised. MDC may exercise its option or options under this Special Condition 0578 by notifying the Seller of such option exercise through some form of written correspondence (e.g., letter, telegram, TWX, Telex, Datafax, Magnafax, Rapifax or other comparable form), or by issuing a change order to this contract or a separate contract or contracts. Moreover, MDC may include, in the exercise of such option or options, the purchase of any requirements that MDC may reasonable deem necessary to purchase in order to comply with the provisions of the prime contract(s) or higher tier subcontract(s) to which the items are charged. /D/ Nothing in this Special Condition 0578 will be deemed to prohibit MDC and Seller from agreeing to lesser item prices than those shown below or quantities greater or lesser than the number shown below. The aforesaid option number, last date of option exercise, option items, and maximum option prices are as follows: Option Number -1- This Option Number -1-, exercisable through the date of , consists of the following option items at the maximum unit and or lot prices listed below: Extended Option Maximum Total of Item MDC Unit Maximum No. Qty P.S. No. Description Price Price Total Maximum Price for Option Number -1- Option Number -2- This Option Number -2-, exercisable through the date of , consists of the following option items at the maximum unit and/or lot prices listed below- Extended Option Maximum Total of Item MDC Unit Maximum No. Qty P.S. No. Description Price Price Total Maximum Price for Option Number -2- This Option Number -2- is exercisable by MDC if option number -1- is exercised. Option Number -3- This Option Number -3-, exercisable through the date of , consists of the following items at the maximum unit and/or lot prices listed below- Extended Option Maximum Total of Item MDC Unit Maximum No. Qty P.S. No. Description Price Price Total Maximum Price for Option Number -3- This Option Number -3- is exercisable by MDC if Option Number -2- is exercised. Note - Each of the above optios are subject to the maximum price, audit and negotiation provisions of Clause 0521 in Special Condition 0568A.

SPOC: 0580

REVISION DATE: 01-24-96
The redetermined prices as set forth herein include all changes to date and no termination or obsolesence claims will be honored unless they result from quantity or engineering changes made subsequent to the date of redetermination. Prices stated herein are fixed and cannot be increased except as provided in the Changes article of the General Contract Conditions of this contract.

SPOC: 0582

REVISION DATE: 01-24-96
All materials required for the fabrication of the goods ordered hereunder shall be furnished by Seller. The costs of all such material is included in the contract price as stated herein.

SPOC: 0584

REVISION DATE: 01-24-96 08-23-05 
**** OBSOLETE SPOC **** SPOC IDENTIFIED AS OBSOLETE ON 08-23-05
Seller shall submit to MDC within thirty (30) days from receipt of the items returned for repair hereunder, a firm quotation for all repair charges applicable thereto, and advise the purchase price of new like equipment. The repair quotation shall have sufficient cost breakdown to evaluate the proposed repair. No repairs are to be made until Seller receives authorization to proceed in the form of a change order to this contract.

SPOC: 0586

REVISION DATE: 01-24-96
Seller is requested to process the part returned hereunder for warranty repair at no charge. If inspection reveals a failure not covered by warranty, Seller is requested to submit a statement describing conditions of failure, together with an itemized list of costs, for MDC approval before proceeding with repair.

SPOC: 0587

REVISION DATE: 6-23-98
Seller's unit prices in this contract may be revised due to changes in the cost of raw material purchased by Seller under MDC's Corporate Leveraging Contract/Outside Manufacturer (CLC/OM) process. Revision of the raw material portion of Seller's unit price is limitedto the amount of the corresponding price change in MDC's Corporate Leveraging Contract with that raw material supplier.

SPOC: 0589

REVISION DATE: 10-3-97 3-19-98 6-26-98
The participant of the CLC/OM process ("Seller") is hereby authorized and required to obtain, from the raw material supplier named herein, all necessary raw material required by Seller to manufacture the purchase order quantity of goods. Seller agrees to place its own purchase order with the raw material supplier within thirty (30) days from the date of this purchase order. Seller's failure to comply with the thirty (30) day purchase order placement period may permit the raw material supplier, at its discretion, to refuse to provide the raw material. The price of the material will be stated on the raw material supplier's current CLC price list for this requirement. In order to meet the delivery schedule for the goods ordered under this contract, the Seller assumesall responsibility for obtaining the raw material from the raw material supplier, including ensuring order placement, follow-up and delivery of the raw material. MDC assumes no responsibility or liability for any part of the performance of Seller's purchase order with the raw material supplier. Use of material for other than MDC parts is prohibited. Seller understands that the price specified herein is strictily confidential and that any breach of this confidentiality may, at MDC's discretion constitute a failure to perform the provisions of this contract, entitling MDC to cancel this contract for default. This condition in no way constitutes a consignment of material to Seller and the MDC contract number is to be used only to purchase the material required by this contract.

SPOC: 0589A

REVISION DATE: 10-6-97 
**** OBSOLETE SPOC **** SPOC IDENTIFIED AS OBSOLETE ON 07-11-97
Seller is hereby authorized and required to obtain, from the raw material supplier named herein, all necessary raw material required by Seller to manufacture the purchase order quantity of goods. Seller agrees to place its own purchase order with the raw material supplier within thirty (30) days from the date of this purchase order. Seller's failure to comply with the thirty (30) day purchase order placement period may permit the raw material supplier, at its discretion, to refuse to provide the raw material. The price of the material will be stated on the raw material supplier's current CLC price list for this requirement. In order to meet the delivery schedule for the goods ordered under this contract, the Seller assumesall responsibility for obtaining the raw material from the raw material supplier, including ensuring order placement, follow-up and delivery of the raw material. MDC assumes no responsibility or laibility for any part of the performance of Seller's purchase order with the raw material supplier. Use of material for other than MDC parts is prohibited. Seller understands that the price specified herein is strictly confidential and that any breach of this confidentiality may, at MDC's discretion, constitute a failure to perform the provisions of this contract entitling MDC to cancel this contract for default. This condition in no way constitutes a consignment of material to Seller and the MDC contract number is to be used only to purchase the material required by this contract. Unit Price

SPOC: 0589B

REVISION DATE: 10-8-97 
**** OBSOLETE SPOC **** SPOC IDENTIFIED AS OBSOLETE ON 06-09-98
Seller is hereby authorized and required to obtain, from the raw material supplier named herein, all necessary raw material required by Seller to manufacture the purchase order quantity of goods. Seller agrees to place its own purchase order with the raw material supplier within thirty (30) days from the date of this purchase order. Seller's failure to comply with the thirty (30) day purchase order placement period may permit the raw material supplier, at its discretion, to refuse to provide the raw material. The price of the raw material will be stated on the material supplier's current CLC price list for this requirement. In order to meet the delivery schedule for the goods ordered under this contract, the Seller assumesall responsibility for obtaining the raw material from the raw material supplier, including ensuring order placement, follow-up and delivery of the raw material. MDC assumes no responsibility or liability for any part of the performance of Seller's purchase order with the raw material supplier. Use of material for other than MDC parts is prohibited. Seller understands that the price specified herein is strictly confidential and that any breach of this confidentiality may, at MDC's discretion, constitute a failure to perform the provisions of this contract, entitling MDC to cancel this contract for default. This condition in no way consitutes a consignment of material to Seller and the MDC contract number is to be used only to purchase the material required by this contract. Unit Price

SPOC: 0589C

REVISION DATE: 10-8-97 
**** OBSOLETE SPOC **** SPOC IDENTIFIED AS OBSOLETE ON 06-09-98
Seller is hereby authorized and required to obtain, from the raw material supplier named herein, all necessary raw material required by Seller to manufacture the purchase order quantity of goods. Seller agrees to place its own purchase order with the raw material supplier withing thirty(30) days from the date of this purchase order. Seller's failure to comply with the thirty (30) day purchase order placement period may permit the raw material supplier, at its discretion, to refuse to provide the raw material. The price of the material will be stated on the raw material supplier's current CLC prticer list for this requirement. In order to meet the delivery schedule for the goods ordered under this contract, the Seller assumesall responsibility for obtaining the raw material from the raw material supplier, including ensuring order placement, follow-up and delivery of the raw material. MDC assumes no responsibility or liability for any part of the performance of Seller's purchase order with the raw material supplier. Use of material for other than MDC parts is prohibited. Seller understands that the price specified herein is strictly confidential and that any breach of this confidentiality may, at MDC's discretion constitute a failure to perform the provisions of this contract entitling MDC to cancel this contract for default. This condition in no way constitutes a consignment of material to Seller and the MDA contract number is to be used only to purchase the material required by this contract. Unit Price

SPOC: 0589D

REVISION DATE: 10-9-97 
**** OBSOLETE SPOC **** SPOC IDENTIFIED AS OBSOLETE ON 06-09-98
Seller is hereby authorized and required to obtain, from the raw material supplier named herein, all necessary raw material required by Seller to manufacture the purchase order quantity of goods. Seller agrees to place its own purchase order with the raw material supplier withing thirty (30) days from the date of this purchase order. Seller's failure to comply with the thirty (30) day purchase order placement period may permit the raw material supplier, at its discretion, to refuse to provide raw material. The price of the raw material will be stated on the raw material supplier's current CLC price list for this requirement. In order to meet the delivery schedule for the goods ordered under this contract, the Seller assumesall responsibility for obtaining the raw material from the raw material supplier, including ensuring order placement, follow-up and delivery of the raw material. MDC assumes no responsibility or liability for any part of the performance of Seller's purchase order with the raw material supplier. Use of material for other than MDC parts is prohibited. Seller understands that the price specified herein is strictly confidential and that any breach of this confidentiality may, at MDC's discretion constitute a failure to perform the provisions of this contract, entitling MDC to cancel this contract for default. This condition in no way constitutes a consignment of material to Seller and the MDC contract number is to be used only to purchase the material required by this contract. Unit Price

SPOC: 0589E

REVISION DATE: 10-10-97 
**** OBSOLETE SPOC **** SPOC IDENTIFIED AS OBSOLETE ON 06-09-98
Seller is hereby authorized and required to obtain, from the raw material supplier named herein, all necessary raw material required by Seller to manufacture the purchase order quantity of goods. Seller agrees to place its own purchase order with the raw material supplier withing thirty (30) days from the date of this purchase order. Seller's failure to comply with the thirty (30) day purchase order placement period may permit the raw material supplier, at its discretion to refuse to provide the raw material. The price of the raw material will be stated on the material supplier's current CLC price list for this requirement. In order to meet the delivery schedule for the goods ordered under this contract, the Seller assumesall responsibility for obtaining the raw material from the raw material supplier, including ensuring order placement, follow-up and delivery of the raw material. MDC assumes no responsibility or laibility for any part of the performance of Seller's purchase order with the raw material supplier. Use of material for other than MDC parts is prohibited. Seller understands that the price specified herein is strictly confidential and that any breach of this confidentiality may, at MDC's discretion constitute a failure to perform the provisions of this contract entitling MDC to cancel this contract for default. This condition in no way constitutes a consignment of material to Seller and the MDC contract number is to be used only to purchase the material required by this contract. Unit Price