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

MISCELLANEOUS SPOCS

SPOC: 9503

REVISION DATE: 01-24-96
It is agreed between MDC and Seller that the items ordered hereunder fall within the definition of "unique goods" as found within Section 2-716 of the Uniform Commercial Code.

SPOC: 9506

REVISION DATE: 01-24-96
Seller may not offer to subcontract or otherwise procure, or subcontract or otherwise procure, any item or part thereof, ordered hereunder, to or from any foreign subcontractor, supplier, or other source without the prior written approval of MDC. MDC expressly reserves the right to all industrial benefits and other offset creditsarising in respect of, and all applications to co-production or similar obligations of, all procurements from foreign sources of any items or parts thereof ordered hereunder, including the right to direct the manner in which each such procurement is effected and to require the provision of such information, in such form, as may be required to enable MDC to obtain the benefits thereof. All options or similar commitments obtained by Seller, in respect of its procurement of any item or part thereof ordered hereunder, to procure additional quantities thereof to fulfill anticipated requirements MDC may have therefor shall be subject to the provisions hereof.

SPOC: 9508

REVISION DATE: 01-24-96 
**** OBSOLETE SPOC **** SPOC IDENTIFIED AS OBSOLETE ON 01-28-03
Seller is hereby notiified that MDC has certain industrial coopera- tion and/or offset obligations as a result of commercial and foreign military sales to the following countries. To assist MDC in fulfilling these obligations Seller is requested to pursue sources within these countries for the purchase of goods and services. Australia Israel Singapore Canada Italy Switzerland Denmark South Korea Taiwan Finland Malaysia UAE Greece Netherlands United Kingdom Indonesia Saudi Arabia Turkey Norway In order to enable MDC to obtain appropriate industrial cooperation and/or offset credit, Seller is requested to notify MDC in advance of any such commitment or purchase from any foreign subcontractor or supplier. The appropriate point of contact for notification or assistance at MDC is A.B. Fuller, phone number (314) 232-7505, fax number (314) 233-3502. MDC reserves the right to amend the list of foreign countries set out above.

SPOC: 9509

REVISION DATE: 01-24-96
Seller will indemnify and save MDC, its officers, agents and employees harmless from all loss, costs, fees and damages because of injury, including death, to any person, including employees of MDC or Seller, and/or damage to property, including the property of MDC or Seller, arising directly or indirectly by virtue of this contract and resulting from Seller's sole or joint negligence. The Seller shall, upon MDC request, submit evidence of insurance in amounts satisfactory to MDC covering the above obligations prior to commencement of work under this contract.

SPOC: 9512

REVISION DATE: 01-24-96
In addition to the termination provisions set forth in MDC 858, MDC reserves the right to terminate without penalty by giving Seller thirty (30) days advance written notice of the intention to do so.

SPOC: 9515

REVISION DATE: 01-24-96
Employees of the Seller shall not be, in any sense, employees of MDC but shall be the Seller's employees. It is understood and agreed that neither the Seller nor any of its employees shall act in any sense as agents or representatives of MDC. The Seller's employees shall be paid exclusively by the Seller for all services performed and the Seller shall be responsible for and shall actually comply with all requirements and obligations relating to such employees under local, state or federal law, or foreign law as applicable, including but not limited to minimum wage, social security, unemployment insurance, state and federal income tax, and workmen's compensation. MDC has no responsibility for withholding any portion of salary or wages due employees of the Sellerto comply with any taxes aforementioned.

SPOC: 9517

REVISION DATE:
Seller shall use its best efforts to cooperate with Boeing in the fulfillment of any Industrial Participation (IP), Offset, Co-Production or similar obligations to certain foreign governments (hereinafter collectively called "IP" obligations) that Boeing may have accepted as a requirement for the sale of products to these foreign customers.

SPOC: 9519

REVISION DATE:
In accordance with the Offset Credits article of Boeing's General Provisions, Seller shall provide the following on all subcontracts of $50,000 or more, for performance of work under this contract, with foreign companies. a) The Boeing Company PC number, a point of contact with your Company (name and telephone number) b) Name of Foreign Company c) Foreign Company Address d) Foreign Company Point of Contact (name, telephone number, E-mail address, and FAX number) e) Part number(s) or description of product(s) and service(s) to be provided f) Estimated or actual Dollar Value (Pre-Award) g) Your order number h) Anticipated Award Date (upon receipt of offer, or issuance of solicitation to foreign firm) i) Actual Award Date (indicate whether new award or contract change, change no., and date change was issued) j) US Dollar Value k) Quantity and Unit of Measure l) Comments if any A report will be provided within 30 days of the effective date of this contract, and semi annually therafter (January and July), as necessary, to represent any changes to foreign content/value under this contract. The information provided will be used for the sole purpose of claiming credit toward Boeing's Industrial Participation (Offsets) obligations with its international customers. The information will be treated as proprietary information, to be disclosed only for the purpose as noted. Reports shall be directed to the Industrial Participation organization at the following address: The Boeing Company Integrated Defense Systems Industrial Participation Programs, M/C S100-3285 P.O. Box 516 St. Louis, MO 63166

SPOC: 9521

REVISION DATE: 01-24-96
The Seller agrees that upon the request of McDonnell Douglas, Seller and McDonnell Douglas will from time to time enter into amendments to this contract to incorporate additional provisions herein or to changethe provisions hereof as McDonnell Douglas may reasonably deem necessary in order for McDonnell Douglas to comply with the provisions of its prime contract or with the provisions of amendments to its prime contract. If any such amendment to this contract causes an increase or decrease in the price hereof, or the time required for performance of this contract, an equitable adjustment shall be made inthe price or delivery schedule of this contract, or both pursuant to the "Changes" provision of this contract.

SPOC: 9524

REVISION DATE: 01-24-96
Should a material shortage develop that prevents repair and return of any item within 30 days, Seller will immediately notify the MDC buyer of the part number(s) and quantity required. MDC will determine whether MDC or the government can make such material available to the Seller for use on this contract.

SPOC: 9527

REVISION DATE: 01-24-96 
**** OBSOLETE SPOC **** SPOC IDENTIFIED AS OBSOLETE ON 02-28-96
The Canadian contract requires that the standard USN nameplate shall be modified by blocking out the term U.S. and inserting Canada 2RF80-00472 in the block for the contract number prior to delivery.

SPOC: 9530

REVISION DATE: 01-24-96
When the requirements of this purchase order, the Supplier Statement of Work, the Procurement Specification/Source Control Drawing, or applicable subsidiary specifications are in conflict, the following order of precedence shall apply: 1. Purchase Order - The MDC Purchase Order shall have precedence over the Supplier Statement of Work. 2. Supplier Statement of Work - The Supplier Statement of Work shall have precedence over any specification. 3. Procurement Specification/Source Control Document - The Procurement Specification/Source Control Document shall have precedence over all applicable referenced specifications. 4. Referenced Specifications - Any referenced specifications shall have precedence over all subsidiary specifications referenced therein.

SPOC: 9532

REVISION DATE: 5-11-99
If the various parts of this contract are inconsistent, the following order of precedence will apply: (i) special terms and conditions, (ii) the general provisions, including those clauses referenced in the Article entitled "Government Clauses," (iii) specifications (iv) all other attachments incorporated into this contract by reference.

SPOC: 9532A

REVISION DATE: 9-25-02 8-21-03
If the various parts of this contract are inconsistent, the following order of precedence will apply: (i) 18 Aircraft Agreement, if this is an F-18 Aircraft contract; (ii) Special Terms and Conditions (i.e., SPOCs); (iii) The Boeing Company General Provisions (GP1, 2, 3 or 4) as amended by the Modifications/Clarifications specified in SPOC 9803; (iv) Boeing Government Contract Clauses (GCC) as amended by the Modifications/Clarifications specified in SPOC 9803; (v) Specifications; (vi) All other attachments incorporated into this contract by reference.

SPOC: 9533

REVISION DATE: 01-24-96
Canadian vendors agree to consult with the Canada Employment and Immigration Commission with regard to planning, availability and training of manpower which may be required for the fulfillment of this contract. All Sellers will include this requirement on any subcontract they may award to a Canadian vendor.

SPOC: 9539

REVISION DATE: 01-24-96 
**** OBSOLETE SPOC **** SPOC IDENTIFIED AS OBSOLETE ON 02-29-96
Seller is authorized to use government-owned spare parts presently held at Seller's facility in bonded storage to repair equipment returned under this contract. All materials required over and above such government-owned spares will be furnished by Seller and the cost thereof will be included in the price of this contract.

SPOC: 9548

REVISION DATE: 01-24-96 
**** OBSOLETE SPOC **** SPOC IDENTIFIED AS OBSOLETE ON 10-21-98
Should MDC be required to reduce the quantity of goods ordered on this contract prior to the date herein specified when MDC assumes termination liability, Seller agrees such reduction shall be effected by MDC by a no-cost termination. In such event, the price of that portion of the quantity of goods not terminated shall be adjusted to the price quoted for such quantity of goods in Seller's quotation

SPOC: 9551

REVISION DATE: 01-24-96 
**** OBSOLETE SPOC **** SPOC IDENTIFIED AS OBSOLETE ON 02-29-96
In order to expedite repair of equipment returned on this contract, Seller is authorized to use government-owned spare parts presently held at its facility in bonded storage. Parts used will be replaced at no charge to MDC or the government as soon as possible.

SPOC: 9554

REVISION DATE: 01-24-96
Notwithstanding Special Condition 0542 if such special condition is contained herein, termination, partial or entire, will be at no cost to MDC and/or the U. S. Government, in the event of such termination on or before thirty (30) days after award of the contract.

SPOC: 9557

REVISION DATE: 01-24-96
Seller is hereby instructed to dispose of the material listed below byscrapping at Seller's facility. Disposal must be witnessed by a government representative and confirmed to the MDC Purchasing Representative by a letter countersigned by the government witness.

SPOC: 9560

REVISION DATE: 01-24-96
Seller agrees that in the event MDC establishes a vendor repair facility at MDC or other location under MDC control for parts or systems of Seller's design, and such facility requires MDC to maintain an inventory of parts for such repairs, that at the conculusion of such a repair facility program, Seller will buy back such residual inventory at the acquisition cost under which MDC has purchased the inventory of parts from Seller to support the timely repairs of Seller's parts system.

SPOC: 9566

REVISION DATE: 01-24-96
The above stated purchase order total is the maximum that may be charged to this contract, and may not be exceeded without prior written authorization by MDC contract change order, for the period

SPOC: 9567

REVISION DATE: 01-24-96
The quantity stated herein represents the maximum that may be ordered under this annual pricing agreement and after the expiration date the order is considered complete by both parties, without penalty, regardless of the quantity actually accepted, unless an extension of time or an increase in quantity has authorized by a MDC contract change order. The contract period is

SPOC: 9570

REVISION DATE: 01-24-96
MDC reserves the right to discuss permanent MDC employment opportunities with any of Seller's employees after such person has been assigned to MDC for 45 calendar days or longer. Seller agrees that in the event permanent MDC employment is effected with any of Seller's employees there shall be no employment fees or other charges beyond those charges applicable to the person's assignment at MDC.

SPOC: 9573

REVISION DATE: 01-24-96
The clause at FAR 52.227-9 "Refund of Royalties" is incorporated herein by reference. "Contractor" shall mean Seller and "Contracting Officer" shall mean the Contracting Officer of the MDC prime contract.

SPOC: 9574

REVISION DATE: 01-24-96
This order will be restricted to making releases for material coded items only. Material code is only considered valid when it is listed on the Purchase Release and Receipt System (PRRS) catalog.

SPOC: 9576

REVISION DATE: 1-14-2000
Seller unconditionally waives any and all claims against MDC for equitable adjustment or breach arising under or related to the contract and releases MDC from all liabilities and obligations, known or unknown, under this contract. MDC and Seller agree that the obligations under this contract are concluded.

SPOC: 9578

REVISION DATE: 07-01-03
Seller shall comply with the International Traffic in Arms RegulationsSection 122.1 "Registration" requirements.

SPOC: 9581

REVISION DATE: 7-01-96 
**** OBSOLETE SPOC **** SPOC IDENTIFIED AS OBSOLETE ON 10-01-96
Seller acknowledges that MDA's award of this Purchase Order is the result of MDA's desire to continue to perform its contractual obligations during an ongoing work stoppage at MDA-St. Louis (Work Stoppage). Accordingly, in addition to any rights to cancel or terminate this Purchase Order, whether for convenience, default or otherwise, MDA reseves the right to terminate all or part of this Purchase Order at or within ninety days of the conclusion of the Work Stoppage. Any such termination shall be effective as soon as practicable after MDA delivers notice to Seller that it is exercising its termination rights pursuant to this clause. If MDA chooses to terminate all or part of this Purchase Order at the conclusion of the Work Stoppage, the termination shall be treated as a termination for convenience under the appropriate clause of this Purchase Order. Notwithstanding the above, MDA's maximum liability to Seller shall be the then current termination liability allocated to the terminated portion of this Purchase Order.

SPOC: 9581A

REVISION DATE: 7-01-96 
**** OBSOLETE SPOC **** SPOC IDENTIFIED AS OBSOLETE ON 10-01-96
Seller acknowledges that MDA's award of this Purchase Order is the result of MDA's desire to continue to perform its contractual obligations during an ongoing work stoppage at MDA-St. Louis (Work Stoppage). Accordingly, in addition to any rights to cancel or terminate this Purchase Order, whether for convenience, default or otherwise, MDA reseves the right to terminate all or part of this Purchase Order at or within ninety days of the conclusion of the Work Stoppage. Any such termination shall be effective as soon as practicable after MDA delivers notice to Seller that it is exercising its termination rights pursuant to this clause. If MDA chooses to terminate all or part of this Purchase Order at the conclusion of the Work Stoppage, MDA shall pay the contract price for delivered completed items, reimburse Seller's cost for reasonable work in progress, and reimburse Seller for other reasonably incurred costs. Such terminations shall be governed by FAR Part 49. Notwithstanding the above, MDA's maximum liability to Seller shall be the then current termination liability allocated to the terminated portion of this Purchase Order.

SPOC: 9582

REVISION DATE: 7-01-96 
**** OBSOLETE SPOC **** SPOC IDENTIFIED AS OBSOLETE ON 10-01-96
Seller acknowledges that it is aware of and has taken into account the ongoing work stoppage at MDA-St. Louis (Work Stoppage) which exists as of the date of this Purchase Order. Seller will not claim any activity related to that Work Stoppage as cause for any action, claim, period of delay or disruption, or other reason not to perform its obligations hereunder. Accordingly, nothwithstanding any work stoppage, strike, work slowdown, picket activity, hand billing or other labor disruption in conjunction with the Work Stoppage, whether conducted by or on behalf of MDA's employees or otherwise, and whether conducted at MDA's facilities, Seller's facilities or otherwise, Seller will perform its obligations in accordance with the schedule and other terms herein. Seller's failure to perform its obligations in accordance with this clause shall consitute an event of default under the Cancellation for Default Article of this Purchase Order.

SPOC: 9584

REVISION DATE:
1. This purchase contract is hereby terminated effective immediately,in accordance with the termination for convenience article of the general conditions, to the extent defined herein. 2. Except to the extent necessary to complete the quantity or quantities not terminated hereby, Seller will: 2.1 Immediately stop all work, terminate all purchase orders/ contracts and subcontracts, and place no further orders pursuant hereto. 2.2 Make no further shipments under the terminated portion hereof. 2.3 Retain all termination inventories including subcontractor inventories pending disposition advice from MDC. 2.4 Notify MDC of any pending legal proceedings relating to this purchase contract. 2.5 Notify its immediate suppliers and subcontractors who are affected by this termination to proceed in the manner prescribed herein to be followed by Seller. 2.6 Subject to MDC's approval, settle all allowable claims of Seller's subcontractors and suppliers arising by reason of this termination as promptly as possible. 3. Seller will certify to MDC within 15 days in one of the following forms: 3.1 No termination costs have been incurred, and MDC and the U.S. Government are released from any and all claims arising out of this termination. 3.2 Termination costs have been incurred as a result of this termination, a claim for which will be submitted within six (6) months of this termination date. 4. Failure to receive certification from Seller within 15 days of this termination date in one of the two above forms will be assumed to constitute acceptance by Seller of termination according to section3.1 above.

SPOC: 9589

REVISION DATE: 01-24-96 
**** OBSOLETE SPOC **** SPOC IDENTIFIED AS OBSOLETE ON 07-18-95
This purchase order is placed under the provisions, pricing, and terms and conditions of the COPA identified below. COPA savings in relation to this procurement total -