Purchase Order No.: 198422
Date: October 18, 1999
Seller: Northstar Technical, Inc.
000 Xxxxx Xxxxxx
Xx. Xxxxx XX X0X 0X0
Attn: Xxxxxx Xxxxxxx
PARTIES/TYPE OF CONTRACT
This `Firm Fixed Priced' Purchase Order between Lockheed Xxxxxx
Corporation (LMC) acting through its Underseas Systems business unit
(LMUSS) (hereinafter referred to as "Buyer") located at 0000 Xxxxxx
Xxxxx, Xxxxxxxx, XX 00000 and NTI (hereinafter referred as "Seller")
located at 000 Xxxxx Xxxxxx, Xx. Xxxxx, Xxx Xxxxxxxxx,
Xxxxxx is placed on the basis set forth herein.
The Buyer's procurement representative is the only person authorized to
approve changes to the terms and conditions or the requirements of the
Purchase Order. If the Seller complies with any order, direction,
interpretation, approval, or disapproval, conditional approval, or
determination (written or oral) from someone other than the Buyer's
procurement representative, it shall be at Seller's own risk and Buyer
shall not be liable for any increased cost or delay in performance in
accordance with the requirements set forth herein. The Seller shall
ensure that all Seller's personnel are aware of this provision.
Buyer is a signatory to the Defense Industry initiatives on Business
Conduct and Ethics (DII).
PRODUCT/SERVICES
Seller shall furnish the necessary personnel, materials, equipment,
and services required to accomplish the build, assembly, and test of
the Fire Control Consoles (FCC) in accordance with the requirements
of Statement of Work No. INT-98-001 dated March 10, 1998.
Price for all hardware and services will be in accordance with Schedule "A".
REQUIREMENTS/DATA
Work is to be performed in accordance with the following requirements data:
Attachment A: Multi-Function Work Station Statement of Work No. INT-98-001
dated 3/10/98 (Pages 1-42) and Appendix (38 Pages).
Attachment B: Schedule "A" Payment Schedule & Milestone Dependencies
(2 pages).
Attachment C: Lockheed Xxxxxx Corporation General Provisions, for
International Commercial Subcontracts/Purchase Orders (CORPDOC 1 INT
dated 3/99) (6 pages including coversheet).
Attachment D: Subcontract No. 198422 Prime Contract Flowdowns dated
10/4/99 (39 pages including coversheet).
Attachment E: Material Inspection and Receiving Report for Victoria
Class Submarine Fire Control System (2 pages including coversheet).
Attachment F: Certificate of Milestone Completion. (2 pages
including coversheet)
Attachment G: Public Works and Government Services Canada Loan
Agreement (6 pages including coversheet).
Attachment H: Vendor Shipping Procedural Instructions for Shipments
to the United States, Revision B, dated 9/02/99 (19 pages including
coversheet).
: LMUSS Property Loan Agreement No. 198422-001 (4 pages).
All drawings, specifications or other documents referenced in this
Purchase Order but not attached are incorporated and made a part by
this reference.
PERIOD OF PERFORMANCE AND/OR DELIVERY SCHEDULE
All articles, services and/or data shall be delivered in accordance
with Schedule A. Early delivery of completed milestones is acceptable.
SHIPPING INSTRUCTIONS
All shipments should be sent to one (1) of the following addresses as
directed in writing by the LMUSS Procurement Representative:
Lockheed Xxxxxx Underseas Systems
0000 Xxxxxx Xxxxx
Xxxxxxxx, XX 00000
Attn: Traffic 000/000
Xxxx Xxxxxxxxx X0000
Xxxxxxxx Forces Base Halifax
Bldg 6, Willow Park
Windsor Street
Halifax, Nova Scotia
B3X 2X0
Shipping Terms: INCOTERMS 0000 XXX (Xxxxxxxx, XX). Delivery shall
be to the locations specified above. The acceptance point of the
hardware is the NTI Facility in Newfoundland, Canada.
Customs Import Broker
All shipments to the LMUSS Facility will be cleared through the
following customs import broker and subject to the following document:
Xxxxx Customs Broker
00000 Xxxxxx Xxxxx, Xxxxx 000
Xxxxxxxx, XX 00000
Vendor Shipping Procedural Instructions for Shipments to the United
States, Revision B, dated 9/02/99.
Deliverables will be released for shipment using a Certificate of
Milestone Completion and Material Inspection and Receiving Report
for Victoria Class Submarine Fire Control System and will be prepared
by the Subcontractor and, when properly completed and signed, be
distributed via facsimile to the following address and point of contact:
Lockheed Xxxxxx Undersea Systems
0000 Xxxxxx Xxxxx
Xxxxxxxx, XX 00000
Attention: Xxxxx Xxxx
CONSIDERATION AND PAYMENT
BUYERS TOTAL LIABILITY/OBLIGATED FUNDS: This Purchase Order is fully
funded for the negotiated price. Therefore, the total commitment of
this Purchase Order is $ 1,910,848 (U.S. Dollars).
AUTHORIZATION TO PROCEED
Seller is not authorized to procure any material or hardware listed on
the Xxxx of Materials until receipt of written authorization from the
LMUSS Procurement Representative, Xxxxx Xxxx.
INSPECTION AND ACCEPTANCE
FCC (10 EACH) MATERIAL RECEIVED LESS PROCESSORS:
Final Acceptance occurs when LMUSS and the Canada Department of National
Defense (DND) Design Authority approves Seller furnished documents
verifying receipt of acceptance material less processors. LMUSS and
the DND Design Authority shall provide written determination of its
findings within 10 days of receipt of the documents. After Final
Acceptance, these items will be made available to the Seller as
Government Furnished Equipment (GFE).
FCC (10 EACH) PROCESSORS RECEIVED:
Final Acceptance occurs when LMUSS and the DND Design Authority approves
Seller furnished documents verifying receipt and acceptance of processors.
LMUSS and the DND Design Authority shall provide written determination of
its findings within 10 days of receipt of the documents. After Final
Acceptance, these items will be made available to the Seller as GFE.
COMPLETE FIRE CONTROL CONSOLE (10 EACH):
The FCC's will be completed and presented for final acceptance. Inspection
for Final Acceptance shall be conducted in accordance with the Fire Control
Console Factory Acceptance Test (FAT) Procedures to be supplied as customer
furnished equipment by LMUSS. The FAT shall be conducted at the Seller's
facility in Canada. LMUSS and the DND Design Authority, at its option,
may witness FAT. Final Acceptance occurs when LMUSS and the DND Design
Authority approves Seller furnished documents verifying successful
completion of FAT. The DND Design Authority shall provide written
determination of its findings within 10 days of receipt of the documents.
ORDER OF PRECEDENCE
In the event of an inconsistency in this Purchase Order, unless otherwise
provided herein, the inconsistency shall be resolved by giving precedence
in the following order.
A) Subcontract 198422 Including Special Provisions
B) Schedule "A" Payment Schedule & Milestone Dependencies
C) Lockheed Xxxxxx Corporation General Provisions
D) Subcontract No. 198422 Prime Contract Flowdowns
E) Multi-Function Work Station Statement of Work No. INT-98-001
F) All other documents
ACCEPTANCE
This Purchase Order is the entire agreement between Buyer and Seller.
It supersedes all prior agreements, oral or written and all other
communications relating to the subject matter of this Purchase Order.
Any terms contained in Seller invoices, acknowledgments, shipping
instructions or other forms that are inconsistent with or different
from this Purchase Order shall be void and of no effect.
This Purchase Order is executed in duplicate originals as of the date
specified on page one.
Please sign and return this Purchase Order to Buyer within ten (10) working
days after receipt.
Lockheed Xxxxxx Corporation
/s/ By: Xxxxx X. Xxxx
Title: Sr. Subcontract Administrator
Date: October 18, 1999
Northstar Technical Inc.
/s/ By: Xxxxxx X. Xxxxxxx
Title: President & CEO
Date: October 18, 1999
ATTACHMENT A
Multi-Function Work Station Statement of Work
Gage code #52088
Number INT 98-0001
March 10, 1998
1. SCOPE
This Statement of work (SOW) defines the subcontractor's
effort required to fabricate, test and deliver of the Muiti-Function
Work Station (MEWS) The Multi-Function Work Station is a form, fit
and function equivalent replacement for the MK1 Fire Control
Console. This console is used to evaluate to operational suitability
of a new generation Fire Control Consoles used on open architecture
and the use of COTS components.
2. Supplies and Services
The subcontractor shall furnish the necessary personnel, materials,
equipment. and services requirements to accomplish the development
of the Multi-Function Work Station in accordance with requirements
of this SOW. The supplies/services to be provided shall be as follows:
1) Equipment/manufacturing design-as defined in section 3.1
2) Multi-function work station-as defined in section 3.2
3) Project Management-as defined in section 3.3
4) Configuration Management-as defined in section 3.4
5) Test and Evaluation-as defined in section 3.5
3. Description of Items
This section contains the description and requirements far the item,
specified in Section 2. The subcontractor shall implement and adhere
to the plans identified in this section. Any significant deviations
from these plans shall be described and justified to LMPS.
3.1 Equipment Manufacturing Design (Item 1)
The high level packaging requirements for the Multi-Function Work
Station Unit are specified in sections 4.1.1 and 4.1.3. These
requirements. which define the form, fit and function equivalent
replacement for the MK1 Fire Control Console, are mandatory requirements
that must be met. The subcontractor shall redesign, modify, or use
"as is" these drawings to support the manufacture and fabrication of
these units.
3.2 Multi-Function Work Station Consoles (item 2)
The subcontractor shall fabricate, test and deliver 10 Multi-Function
Work Stations in accordance with the requirements as specified in
section 4 of this SOW. These units shall be bulit to best commercial
practices. The first unit shall be delivered 6 month. After Receipt of
Order (ARO) The other 9 units shall be delivered 9 months (ARO). Five
units shall be delivered to LMFS-Manassas. The other five units shall be
delivered to sites in Canada that will be specified after the award of
contract. Costs of the units shall include all hardware, manuifacturing,
and software licensing costs-
3.3 Project Management (Item 3)
The subcontractor shall establish a Project (program) Management
activity that coordinates and controls all program activities. The
project management shall schedule, control, monitor, and report program
activities,
3.4 Configuration Management (Item 4)
The subcontractor shall establish and maintain a program for configuration
management. The program stall include configuration management of the
Multi-Function Work Station, the special test and inspection equipment
and associated software used for Factory Acceptance Test (PE.
3.5 Test & Evaluation (item 5)
The subcontractor shall plan, implement, conduct, and document all testing
of the Multi-Function Work Station to demonstrate that it is 'built to
print'.The subcontractor shall provide the test facility, test equipment,
and personnel for testing of the Multi-Function work Stations.
3.5.1 Contractor Furnished Items:
XXXX-Manassas shall provide the items as listed in section
to support test and evaluation of the Multi-Function Work Station.
The following Items will be funinshed by LMPS-Manassas to suppon Factory
Acceptance Tcsting/work Stations.
1. Personal Computer (DND Furnished Equipment)
2. LWK-20 a)ND Furnished Equipment)
3. All unit external cabling.
4. FAT procedures
5. FAT software
4. Multi-Function Work Station unit Description
4.1 Functional Description
The Multi-Function Work station is a format and function replacement
for the existing ANEGYO-5O1 FCC based on an open architecture and use
of COTS components. The enclosure of the work station is of welded
aluminum construction and designed to meet the requirements of MIL-STD
901 as mitigated by the shock isolated platforms. The enclosure houses
two state of the an flat panel displays and aruggedized standard 15 slot
VMS card cage. 6 out of the 15 slots are populated with commercial off
the shelf VME cards. The card set consists of 1 DY-4 PDM'er PC, 2
Sliver Graphics modules, 2 NTDS modules, and a Digital IEO module.
A desk assembly is added to the enclo sure to support Human to Machine
interface. The desk assembly consists of a bullnose housing a 486 DX CPU,
a 6 inch diagonal AMLC display with touch screen, and 6 input devices.
4.1.1 Console Form Factor
The critical dimensions of the Multi-Function Work Station are shown in
Figure 1 "Console" and Figure 2 "Connector Plate". These drawings define
the unit form factor needed for "drop in" replacement for the existing
AN/GYE5O1 FCC. The subcontractor shall not deviate from these dimensions
without approval from LMFS-Manassae.
4.1.2 Unit Functional Block Diagram
The funcional block diagram of the Multi-Function Work Station is shown
in Figure 3 "System Block Diagram". This diagram shows the functional
interface between various electronic components within the Multi-Function
Work Station
4.1.3 Environmental requirements
The Multi-Function Work Station enclosure is designed and manufactured
to meet the special environmental conditions as specified in MIL-SID- 901.
To assure that the console will meet tbe environment requirements, the
subcontactor shall not modify the enclosure design without approval from
LMFS-Manassas. Furthermore, the enclosure manufacturer as specified in the
parts list The same constraint shall also apply to the flat panel displays.
4.1.4 Manufacturing Drawings
Sets of manufacturing drawings and cabling lists are attached with this
document. These drawings are for reference use only. The subcontractor
shall modify use 'as is', or redo these drawings to support manufacturing
of the Multi-Function Work Station.
Attachment B
SUBCONTRACT # 198422
Schedule A
Schedule A- Payment schedule and Milestone Dependences-
This remains propriatary and sensisity material.
Attachment C- Subcontract # 198422
GENERAL PROVISIONS
LOCKHEED XXXXXX CORPORATION GENERAL PROVISIONS
INTERNATIONAL COMMERCIAL SUBCONTRACTS/PURCHASE ORDERS
1 Acceptance of Contract/Terms and Conditions.
2 Applicable Laws
3 Assignment
4 Changes
5 Communication with Lockheed Xxxxxx Customer
6 Contract Direction
7 Default
8 Definitions
9 Disputes
10 Ecusable Delay
11 Export Control
12 Extras
13 Furnished Property
14 Gratuities/Kickbacks
15 Importer of Record
16 Independent Contractor Relationship
17 Information of Lockheed Xxxxxx
18 Information of Seller
19 Inspection and Acceptance
20 Insurance/Entry on Lockheed Xxxxxx'x Property
1. ACCEPTANCE OF CONTRACT/TERMS AND CONDITIONS
(a) This Contract integrates, merges,and supersedes any prior offers,
negotiations and agreements concerning the subject matter
hereof and constitutes the entire agreement between the parties
(b) SELLER'S acknowledgment, acceptance of payment or commencement of
performance shall constitute SELLER's unqualified acceptance of
this Contract.
(c) Additional or differing terms or conditions proposed by SELLER
or included in SELLER's acknowledgment hereof are
hereby objected to by LOCKHEED XXXXXX and have no effect
unless expressly accepted in writing
by LOCKHEED MARTlN.
2. APPLICABLE LAWS
(a) This Contract shall be governed by and construed in accordance
with the law of the State within the United States from which this
Contract is issued, excluding its choice of law rules.
b) SELLER agrees to comply with all applicable laws, orders, rules,
regulations and ordinances of the United States and the country
where SELLER will be performing the Contract. The provisions
of the "United Nations Convention on Contracts for International
sale of Goods" shall not apply to this contract.
c) If the Work is to be shipped to, or performed in the United
States:
(i) SELLER represents that each chemical substance
constituting or contained in Work transferred to
LOCKHEED XXXXXX hereunder is on the list of
chemical substances compiled and published by the
Administrator of the Environmental Protection
Administration pursuant to the Toxic Substances Control
Act(l5 U.S.C. Sec. 2601 et seq.) as amended.
(ii) SELLER shall provide to LOCKHEED XXXXXX with
each delivery any Material Safety Data Sheet applicable to
the Work in conformance with and containing such
information as required by the occupational Safety and
Health Act of 1970 and regulations promulgated
thereunder, or its State approved counterpart.
3. ASSIGNMENT
Any assignment of SELLER's contract rights or delegation of duties
shall be void, unless prior written consent is given by LOCKHEED
XXXXXX.
4. CHANGES
(a) The LOCKHEED XXXXXX Procurement Representative may
at any time, by written notice, and without notice to sureties
or assignees, make changes within the general scope of this
Contract in any one or more of the following: (I) drawings,
designs or specifications;(ii) method of shipping or packing;
(iii) place of inspection, acceptance or point of delivery; and
(iv) delivery schedule.
(b) If any such change causes an increase or decrease in the cost
of, or the time required for, performance of any part of this
Contract, LOCKHEED XXXXXX shall make an equitable adjustment
in the Contract price and/or delivery schedule, and
modify the Contract accordingly. Changes to the delivery
schedule will be subject to a price adjustment only.
(c) Any claim for an equitable adjustment by SELLER must be
submitted in writing to LOCKHEED XXXXXX within 30 days
agree in writing to a longer period.
d) Failure to agree to any adjustment shall be resolved in
accordance with the "Disputes' clause of this Contract.
However, nothing contained in this "Changes" clause shall
excuse SELLER from proceeding without delay in the
performance of this Contract as changed.
5. COMMUNICATION WITH LOCKHEED XXXXXX
CUSTOMER
(a) LOCKHEED XXXXXX shall be solely responsible for all
liaison and coordination with the LOCKHEED XXXXXX
customer, as it affects the applicable prime contract, this
Contract, and any related contract.
(b) Unless otherwise directed in writing by the
authorized LOCKHEED XXXXXX PROCUREMENT Representative, all
documentation requiring submittal to, or action by, the
LOCKHEED XXXXXX customer shall be routed to, or through, the
LOCKHEED XXXXXX Procurement Representative, or as otherwise
permitted by this contract.
6. CONTRACT DIRECTION
(a) Only the LOCKHEED XXXXXX Procurement Representative,
has authority to amend this Contract. Such amendments must be
in writing.
(b) LOCKHEED XXXXXX engineering and technical personnel may
from time to time render assistance or give technical advice or
discuss or effect an exchange of information with SELLER's
personnel concerning the Work hereunder. Such actions shall
not be deemed to be a change under the "Changes" clause of this
Contract and shall not be the basis for equitable adjustment.
(c) Except as otherwise provided herein, all notices to be furnished
by the SELLER shall be sent to the LOCKHEED XXXXXX
Procurement Representative.
7. DEFAULT
(a) LOCKHEED XXXXXX, by written notice, may terminate this
contract for default, in whole or in part, if SELLER fails to
comply with any of the terms of this Contract, fails to make
progress as to endanger performance of this Contract, or fails to
provide adequate assurance of future performance. SELLER
shall have ten ([0) days (or such longer period as LOCKHEED
XXXXXX may authorize in writing) to cure any such failure after
receipt of notice from LOCKHEED XXXXXX. Default
involving delivery schedule delays shall not be subject to the
cure provision.
(b) LOCKHEED XXXXXX shall not be liable for any Work not
accepted; however, LOCKHEED XXXXXX may require
SELLER to deliver to LOCKHEED XXXXXX any supplies and
materials, manufacturing materials, and manufacturing drawings
that SELLER has specifically produced or acquired for the
terminated portion of this Contract. LOCKHEED XXXXXX and
SELLER shall agree on the amount of payment for these other
deliverables.
(c) SELLER shall continue all Work not terminated.
(d) If under termination under paragraph(a), it is later determined
that SELLER was not in default, such termination shall be deemed a
Termination for Convenience.
8. DEFINITIONS
The following terms shall have the meanings set forth below:
(a) "Work" means all required articles, materials, supplies, goods,
and services constituting the subject matter of this Contract.
(b) "SELLER" means the party identified on the face of the contract
with whom LOCKHEED XXXXXX is contracting.
(c) "LOCKHEED XXXXXX", means LOCKHEED XXXXXX
CORPORATION, acting through its companies, or business
units, as identified on the face of the Contract. If a subsidiary or
affiliate of Lockheed Xxxxxx Corporation is identified on the face
of the Contract than "LOCKHEED XXXXXX" means that
subsidiary, or affiliate.
(d) "LOCKHEED XXXXXX Procurement Representative" means the
person authorized by LOCKHEED XXXXXX'x cognizant
procurement organization to admister and/or execute this
Contract.
(e) "Contract" means the instrument of contracting, such as "PO".
"Purchase Order, or other such type designation, including all
referenced documents, exhibits and attachments. If these terms
and conditions are incorporated into a "master" agreement that
provides for releases, (in the form of a purchase order or other
such document) the term "Contract" shall also mean the release
document for the Work to be performed.
(f) "PO" or "Purchase Order" as used in any document constituting
part of this contract shall mean this contract.
9. DISPUTES
All disputes under this Contract which are not disposed of by mutual
agreement may be decided by recourse to an action at law or in
equity exclusively in a United States Court of competent jurisdiction
located in the State from which this contract is issued. Until final
resolution of any dispute, SELLER shall diligently proceed with the
performance of this Contract as directed by LOCKHEED XXXXXX
10. EXCUSABLE DELAY
(a) Subject to (b) and wben mutually agreed by the parties,
SELLER shall be excused from, and shall not be liable for, failure
of performance due to one or more of the following qualifying
events (such list being exclusive):
(i) war; warlike operation; insurrection; riot; fire, explosion,
accident, governmental act; material control regulations
or orders; act of God; act of the pubfic enemy; epidemic;
and quarantine restriction; and if
(ii) Such event was beyond Seller's control and not
occasioned by its negligence or default. The contract will
be extended for that period of time attributable to such
event.
(b) In order to be excused from performance under (a) Seller shall
submit, within ten (10) calendar days of the start of the
qualifying event, a written notice stating a complete and
detailed description of such event, the date of commencement,
an estimate of the probable period of delay. and explanation
indicating how such event was beyond the control of the
SELLER and not due to Its negligence rr fault and what efforts
SELLER will make to minimize the length of delay. SELLER
shall submit within ten (10) calendar days of the end of the
event a written notice stating the impact to the schedule and
evidence justifying the length of the delay. If the delay extends
for thirty (3O) days or more this Contract may be terminated by
LOCKHEED XXXXXX without additional cost.
(c) Failure of the United States Government to issue any required
export license, or withdrawal/termination or a required export
license by the United States Government shall relieve
LOCKHEED XXXXXX of its obligations under this Contract,
and shall relieve SELLER of its' corresponding obligations.
11. EXPORT CONTROL
(a) Seller agrees to comply with all applicable United Statas export
control laws and regulations. Without limiting the foregoing,
Seller agrees that it will not transfer any export controlled item,
data or service, to include transfer to foreign nationals
employed by or associated with, or under contract to SELLER
or SELLER'S lower-TIER supplier, without the authority of an
Export License or applicable license exception.
(b) SELLER agrees to notify LOCKHEED XXXXXX if any
deliverable work under this Contract is restricted by export
control laws or regulations.
12. EXTRAS
Work shall not be supplied in excess of quantities specified in the
Contract. SELLER shall be liable for handling charges and return
shipment costs for any excess quantities.
13. FURNISHED PROPERTY
(a) LOCKHEED XXXXXX may provide to SELLER property
owned by either LOCKHEED XXXXXX or its customer
(Furnished Property). Furnished Property shall be used only for
the performance of this Contract.
(b) Title to Furnished Property shall remain in LOCKHEED
XXXXXX or its customer. SELLER shall clearly xxxx (if not so
marked) all Furnished Property to show its ownership.
(c) Except for reasonable wear and tear, SELLER shall be
responsible for, and shall promptly notify LOCKHEED
XXXXXX of any loss or damage. Without additional charge,
SELLER shall manage, maintain, and preserve Furnished
Property in accordance with good commercial practice.
(d) At LOCKHEED XXXXXX'X request, and/or upon completion of
this Contract the SELLER shall submit, in an acceptable form,
inventory lists of Furnished Property and shall deliver or make
such other disposal as may be directed by LOCKHEED
XXXXXX.
14. GRATUITIES/KICKBACKS
No gratuities (in the form of entertainment, gifts or otherwise) or
kickbacks shall be offered or given by SELLER to any employee of
LOCKHEED XXXXXX with a view toward securing favorable
treatment as a supplier.
15. IMPORTER OF RECORD
(Applies only if the Contract involves importation of Work into the
United States.)
(a) If elsewhere in the Contract LOCKHEED XXXXXX is indicated
as importer of record, SELLER warrants that all sales hereunder
are or will be made at no loss than fair value under the United
States Anti-Dumping Laws (19 U.S.C. l673 et seq.).
(b) If elsewhere in the Contract LOCKHEED XXXXXX is not
indicated as importer of record, then SELLER agrees that:
(i) LOCKHEED XXXXXX will not be a party to the
importation or Works, the transaction(s) represented by this
contract will be consummated after importation, and SELLER
will neither cause nor permit LOCKHEED XXXXXX'X name to
be shown as "Importer Of Record" on any customs declaration;
and
(ii) Upon request and where applicable, SELLER will
provide to LOCKHEED XXXXXX Customs Form 7501 entitled
"Customs Entry", properly excecuted.
16. INDEPENDENT CONTRACTOR RELATIONSHIP
(a) SELLER is an independant contractor in all its operations and
activities hereunder. The employees used by SELLER to perform
Work under this Contract shall be SELLER's employees
exclusively without any relation whatsoever to LOCKHEED
XXXXXX.
(b) SELLER shall be responsible for any costs or expenses including
attorneys' fees, all expenses of litigation and/or settlement, and
court costs, arising from any act or omission of SELLER, its
officers, employees, agents, suppliers, or subcontractors at any
tier, in the performance of any of its obligations under this
Contract.
17. INFORMATION OF LOCKHEED XXXXXX
Information provided by LOCKHEED XXXXXX to SELLER remains
the property of LOCKHEED XXXXXX. SELLER agrees to comply
with the terms of any Proprietary Information Agreement with
LOCKHEED XXXXXX and to comply with all Proprietary Information
markings and Restrictive Legends applied by LOCKHEED XXXXXX
to anything provided hereunder to SELLER. SELLER agrees not to
use any LOCKHEED XXXXXX provided information for any purpose
except to perform this Contract and agrees not to disclose such
information to third parties without the prior written consent of
LOCKHEED XXXXXX.
18. INFORMATION OF SELLER
SELLER shall not provide any propietary information to
LOCKHEED XXXXXX without prior execution by LOCKHEED
XXXXXX of a proprietary information agreement.
19. INSPECTION AND ACCEPTANCE
(a) LOCKHEED XXXXXX and its customer may inspect all
Work at reasonable times and p1aces, including, when
practicable, during manufacture and before shipment.
SELLER shall provide all information, facilities, and
assistance necessary for safe and convenient inspection
without additional charge.
(b) No such inspection shall relieve SELLER of Its obligations to
furnish all Work in accordance with the requirements of this
Contract. LOCKHEED XXXXXX'x final inspection and
acceptance shall be at destination.
(c) If SELLER delivers non-conforming Work, LOCKHEED
XXXXXX may: (i) accept all or part of such Work at an
equitable price reduction; (ii) reject such Work; or (iii) make,
or have a third party make all repairs, modifications, or
replacements necessary to enable such Work to comply in all
respects with Contract requirements and charge the cost
incurred to SELLER.
(d) SELLER shall not re-tender rejected Work without disclosing
the corrective action taken.
20. INSURANCE/ENTRY ON LOCKHEED XXXXXX'X
PROPERTY
In the event that SELLER, its' employees' agents, or subcontractors
enter LOCKHEED XXXXXX'x or its' customer's premises for any
reason in connection with this Contract, SELLER, its subcontractors
and lower-tier subcontractors, shall procure and maintain worker's
compensation, comprehensive general liability, bodily injury and
property damage insurance in reasonable amounts, and such other
insurance as LOCKHEED XXXXXX may require and shall comply
with all site requirements. SELLER shall indemnify and hold
harmless LOCKHEED XXXXXX, its officers, employees, and
agents from any losses, costs, claims, causes of action, damages,
liabilities, and expenses, including attorney's fees, all expenses of
litigation and/or settlement, and court costs, by reason of property
damage or personal injury to any person caused in whole or In part
by the actions or omissions of SELLER, its officers, employees
agents, suppliers, or subcontractors at any tier. SELLER shall
provide LOCKHEED XXXXXX thirty days advance written notice
prior to the effective date of any cancellation or change in the term
or coverage of any of SELLER's required insurance. If requested,
SELLER shall send a "Certificate of Insurance" showing SELLER'S
compliance with these requirements. SELLER shall name
LOCKHEED XXXXXX as an additional insured for the duration of
this Contract. Insurance maintained pursuant to this clause shall be
considered primary as respects the interest of LOCKHEED
XXXXXX and is not contributory with any insurance which
LOCKHEED XXXXXX may xxxx.
21. INTELLECTUAL PROPERTY
(Subparagraph (a) is NOT applicable for commercial off-the-shelf
purchases.)
(a) SELLER agrees that LOCKHEED XXXXXX shall be the
owner of all inventions, technology, designs. works of
authorship, mask works, technical information, computer
software, business information and other information
conceived, developed or otherwise generated in the
performance of this Contract by or on behalf of SELLER.
SELLER hereby assigns and agrees to assign all right title and
interest in the foregoing to LOCKHEED XXXXXX, including
without limitation all copyrights, patent rights and other
intellectual property rights therein and further agrees to
execute, at LOCKHEED XXXXXX'x request and expense, all
documentation necessary to perfect title therein in
LOCKHEED XXXXXX. SELLER agrees that it will maintain
and disclose to LOCKHEED XXXXXX written records of, and
otherwise provide LOCKHEED XXXXXX with full access to, the
subject matter covered by this and that all such subject matter
will be deemed information of LOCKHEED XXXXXX and
subject to the protection provisions of the clause entitled
'Information of Lockheed Xxxxxx". SELLER agrees to assist
LOCKHEED XXXXXX, at LOCKHEED XXXXXX'x request and
expense, in every reasonable way, in obtaining, maintaining, and
enforcing patent and other intellectual property protection on the
snbject matter covered by this Clause.
(b) SELLER warrants that the Work performed and delivered under
this Contract will not infringe or otherwise violate the intellectual
property rights of any third party in the United States or any
foreign country. SELLER agrees to defend, indemnity and hold
harmless LOCKHEED XXXXXX and its customers from and
against any claims, damages, losses costs and expenses,
including reasonable attorney's fees, arising out of any action by
a third party that is based upon a claim that the Work performed
or delivered under this Contract infringes or otherwise violates
the intellectual property rights of any person or entity.
22. LANGUAGE AND STANDARDS
All reports; correspondence, drawings, notices, marking, and other
communications shall be in the English language. The English
version of the Contract shall prevail. Unless otherwise providcd in
writing all documentation and work, shall employ the units of
United States Standard weights and measures.
23. NEW MATERIALS
The Work to be delivered hereunder shall consist of new materials,
not used, or reconditioned, or of such age as to impair its
useflness or safety).
24. OFFSET/CREDIT CORPORATION
All offset or countertrade credit value resulting from this
Contract shall accrue solely to the benefit of LOCKHEED XXXXXX.
SELLER agrees to coorperatewith LOCKHEED XXXXXX in the fullfilment
of any foreign offset/countertrade obligations.
25. PACKING AND SHIPMENT
(a) Unless otherwise specified, all Work is to be packed in
accordance with good commercial practice.
(b) A complete packing list shall be enclosed with all shipments.
SELLER shall xxxx containers or packages with necessary
lifting, loading, and shipping information, including the
LOCKHEED XXXXXX contract number, item number, ddates of
shipment, and the names and addresses of consignor and
consignee. Bills of lading shall include this Contract number.
(c) Unless otherwise specified, delivery shall be DDP LOCKHEED
XXXXXX'x facility named on the face of the Contract, in
accordance with INCOTERMS 1990.
26. PAYMENTS, TAXES, AND DUTIES
(a) Unless otherwise provided, terms of payment shall be net 30
days from the latest of the following: (i) LOCKHEED
XXXXXX'x receipt of the SELLER's proper invoice; (ii)
Scheduled delivery date of the work; or (iii) Actual delivery
of the Work. LOCKHEED XXXXXX shall have a right of setoff
against payments due or at issue under this Contract or any
other contract between the parties.
(b) Payment shall be deemed to have been made as of the date of
mailing LOCKHEED XXXXXX'x payment or electronic funds
transfer.
(c) Unless otherwise specified, prices include all applicable
federal, state and lcal taxes, duties, tariffs, and similar
fees imposed by any government. all of wluch shall be listed
separately on the invoice.
(d) All taxes, assessments and similar charges levied with respect
to or upon any such products or work owned by LOCKHEED
XXXXXX while in SELLER's possession or control, and for
which no exemption is available, shall be born by SELLER.
(e) The prices stated in the Contract are firm, fixed prices in
United States dollars.
27. PRECEDENCE
Any inconsistencies in this Contract shall be resolved in accordance
with the followinf descending order of precedence:(1) Face of the
Purchase Order, Release document or Schedule, (which shall
include continuation sheets),as applicable, including any Special
terms and conditions; (2) Any master-type agreement (such as
corporate, sector or blanket agreements); (3) these General
Provisions; (4) Statement of Work.
28. QUALITY CONTROL SYSTEM
Unless this Contract contains other specific quality requirements:
(a) SELLER shall provide and maintain a quality control system
to an industry recognized Quality Standard for the Work
covered by this Contract.
(b) Records of all quality control inspection Work by SELLER
shall be kept complete and available to LOCKHEED
XXXXXX and its customers.
29. RELEASE OF INFORMATION
Except as required by law, no public release of any information, or
confirmation or denial of same, with respect to this Contract or the
subject matter hereof, will be made by SELLER without the prior
written approval of LOCKHEED XXXXXX.
30. STOP WORK ORDER
(a) SELLER shall stop Work for up to ninety (90) days in
accordance with the terms of any writen notice received from
LOCKHEED XXXXXX, or for such longer period of time as
the parties may agree and shall take all reasonable steps to
minimize the incurrence of costs allocable to the Work
covered by this Contract during the period of Work stoppage.
(b) Within such period, LOCKHEED XXXXXX shall either
terminate or continue the Work by written order to SELLER.
In the event of a continuation, an equitable adjustment in
accordance with the principles of the "Changes" clause, shall
be made to the price, delivery schedule, or other provision
affected by the Work stoppage, if applicable, provided that the
claim for equitable adjustment is made within thirty (30) days
after such continuation
31. SURVIVABILITY
If this Contract expires, is completed or terminated, SELLER shall
not be relieved of those obligations contained in this Contract for the
following provisions:
Applicable Laws, Clause#2
Export Control, Clause#10
Independent Contractor Relationship, Clause#16
Information of Lockheed Xxxxxx, Clause #17
Insurance/Entry on Lockheed Xxxxxx'x Property,
Clause#20
Intellectual Property, Clause#21
Release of Information, Clause#29
Warranty, Clause#35
Year 2000 Compliance, Clause#36
32. TERMINATION FOR CONVENIENCE
(a) For specially performed Work: LOCKHEED XXXXXX may
terminate part or all of this Contract for its convenience by
giving written notice to SELLER, LOCKHEED XXXXXX'x only
obligation shall be to pay SELLER a percentage of the price
reflecting the percentage of the Work performed prior to the
notice of termination, plus reasonable charges that SELLER can
demonstrate to the satisfaction of LOCKHEED XXXXXX, using
generally accepted accounting principles, have resulted from the
termination. SELLER shall not be paid for any Work performed
or costs incurred which reasonably could have been avoided.
(b) In no event shall LOCKHEED XXXXXX be liable for lost or
anticipated profits. or unabsorbed indirect costs or overheed, or
for any turn in excess of Ow total Contract EcL SELLER's
termination claim shall be submined within 90 days ItOrn The
Effective date 0f the tertnitttiE
(c)For other than specially performed Work. LOCKHEED
XXXXXX may terminate part or all of this contract for Its
convenience by giving written notice to SELLER and
LOCKHEED XXXXXX'X only obligation to SELLER shall be
payment of a mutually agread-upon restocking or service charge
(d)SELLER shall continue all Work not terminated,
33. TIMELY PERFORMANCE
(a) SERLLER's timely performance is a critical element of this
Contract
(b) Unless advance shipment has been authorized in writing by
LOCKHEED XXXXXX, LOCKHEED XXXXXX xxx store at
SELLER's expense, or return, shipping charges collect, all Work
received in advance of the scheduled delivery date.
(c) If SELLER becomes aware of difficulty in performing the Work,
SELLER shall timely notify LOCKHEED XXXXXX, in writing,
giving pertinent details. This notification shall not change any
delivery schedule.
(d) In the event of a termination for convenience or change, no claim
will be allowed for any manufacture or procurement in advance
of SELLER'S normal flow time unless there has been prior
written consent by LOCKHEED XXXXXX.
34. WAIVER, APPROVAL, AND REMEDIES
(a) Failure by LOCKHEED XXXXXX to enforce any of to
provision(s) of this Contract shall not be construed as a waiver of
the requirement(s) of such provision(s), or as a waiver of the
right of LOCKHEED XXXXXX thereafter to enforce each and
every such provision(s).
(b) LOCKHEED XXXXXX'x approval of documents shall not
relieve SELLER from complying with any requirements of this
Contract.
(c) The rights and remedies of LOCKHEED XXXXXX in this
Contract are cumulative and in addition to any other rights and
remedies provided by law or in equity.
35. WARRANTY
SELLER warrants that all Work furnished pursuant to this Contract
shall strictly conform to applicable specifications, drawings, samples,
and descriptions, and other requirements of this Contract and be free
from defects in design, material and workmanship. The warranty shall
begin upon final acceptance and extend for a period of one year or the
manufacturer's warranty period, whichever is longer. If any non-
conformity with Work appears within that time, SELLER, at
LOCKHEED XXXXXX'X option, shall promptly repair, replace, or
reperform the Work. Transportation of replacement Work and return
of non-conforming Work and repeat performance of Work shall be at
SELLER's expense. If repair or replacement or reperformance of
Work Is not timely, LOCKHEED XXXXXX may elect to return the
non-conforming Work or repair or replace Work or reprocure the
Work at SELLER's expense. All warranties shall run to
LOCKHEED XXXXXX and its customer(s).
36. YEAR 2000 COMPLIANCE
(a) Year 2000 compliant, as used in this clause, means that with
respect to information technology, that the information
technology accurately processes date/time data (including but
not limited to, calculating, comparing, and sequencing)from,
to, and between the twentieth and twenty-first centuries, and
the years 1999 and 2000 tna leap year calculations, to the
extent that other information technology, used in combination
with the information technology being acquired, properly
exchanges date/time data with it.
(b) Any and all Work provided hereunder will be Year 2000
compliant at the time of delivery to LOCKHEED XXXXXX.
including but not limited to accuratel inputting, storing,
manipulating, comparing, calculating, updating, displaying,
outputting, and transferring such dates and data unless
otherwise expressly provided herein by LOCKHEED
XXXXXX.
(c) This provision takes precedence over all other provisions of
this Contract with respect to being Year 2000 compliant. In
the event of a discovery of any non-compliance, either before,
concurrent with, or subssequent to delivery of a good or service
under this Contract, the discovering party shall notify the other
party within five(5) business days. If the defective good or
service is being presented for acceptance or has already been
delivered, at LOCKHEED XXXXXX'X option, the defective
good or service shall be repaired or replaced within ten (10)
business days notice at no cost to LOCKHEED XXXXXX.
(d) Nothing in this provision shall be construed to limit any other
rights under this Contract, at law or in equity that
LOCKHEED XXXXXX may have with respect TO Year 2000
compliance.
Attachment E
SUBCONTRACT No.198422
MATERIAL INSPECTION AND RECEIVING
REPORT
(2 pages)
Material Inspection and Receiving Report For
Victoria Class Submarine Fire Control System
Page 1 of 1
Prime Contract Administered By
Public Works and Government
W8472-8-OO12/OO1/QF
Lockheed Xxxxxx Corporation
Lockheed Xxxxxx Undersea Systems
Services Canada (PWGSC)
Aerospace, Marine and
LMUSS Subcontract Number Business Unit (LMUSS) Electronic Systems (XXXX)
0000 Xxxxxx Xxxxx Electronic Systems Group, QC
Xxxxxxxx, XX 00000 Section
Quality Assurance Representative - Canada DND
Subcontract Number: Date Shipment Invoice
(Procurement Instrument)
Seller Shipped Number Number
Northstar Technical Inc.
000 Xxxxx Xxxxxx
Xx.Xxxxx XX XXX 0XX
Xxxxxx
Shipped From FOB Invoice will be mailed to:
Northstar Technical Inc. Destination
000 Xxxxx Xxxxxx
Xx Xxxxx XX X0X 0X0
Xxxxxx
*Shipped To/Xxxx For
Unclassified Data Deliverable to LMUSS 0 Hardware to LMUSS
Lockheed Xxxxxx Corporation Lockheed Xxxxxx Corporation
Lockheed Xxxxxx Undersea Systems Lockheed Xxxxxx Undersea Systems.
0000 Xxxxxx Xxxxx 0000 Xxxxxx Xxxxx
Xxxxxxxx, XX 00000 Manassas VA 00000
Xxxxxxx Xxxxxx
0 Hardware To CFB, Halifax
Base commander WO1OO
Canadian forces Base Halifax
Xxxx 0, Xxxxxx Xxxx
Xxxxxxx, Xxxx Xxxxxx
Attn:
B3X2X0
Line Item Description of Contract Line Item(s)Shipped
Quantity Unit Unit Price (USD) Amount(USD)
Attachment F SUBCONTRACT No.198422
CERTIFICATE 0F MILESTONE COMPLETION
Certificate of Milestone Completion - No.
This certificate, when signed & dated by NTI below, certifies
that Milestone #___ entitled:
was completed by NTI.
All items identified below have been completed in full conformance
with the subcontract requirements:
It is mutually understood that acceptance of this milestone
certificate by LMUSS is deemed to acknowledge substantial completion
of the identified milestone tasks and shall not in any manner be
construed as a waiver of LMUSS' rights under the subcontract to full
and complete performance of all subcontract requirements. To the extent
of any deficiencies identified below, acceptance of this certificate by
LMUSS is conditional and it is accordingly mutually understood that LMUSS
may withdraw acceptance of this certificate if NTI fails to make timely
and satisfactory correction of the deficiencies.
Deficiencies:
Signatures:
Submitted on behalf of NTI by:
Accepted on behalf of LMUSS by:
Xxxxx Xxx - Program Manager
Date: Date:
Attachment G
SUBCONTRACT No.198422
PUBLIC WORKS AND GOVERNMENT
SERVICES CANADA LOAN AGREEMENT
(6pages)
Loan Agreement
Covering loan of Department of National Defence equipment through
Department of Supply and Services.
Instructions to Contractor
1. Submit original and four copies to the contracting officer,
Department of Supply and Services and two copies to the cognizant
DND Technical Services Detachment. The contracting officer shall
forward the Loan Agreement to Production Assets Management Services
for processing.
2. The equipment to be listed in Schedule B may include machine tools,
special tools test equipment tooling and ground handling equipment,
but not the following: consumable materials, prototypes, sealed samples,
models or equipment for catering contractors.
Schedule A
Terms ot Loan Agreement
Terms applicable to Canadian and Foreign Defence Work
1. The equipment is to be used for the purpose of performing the defence
work identified in this Agreement or such other defence work as may be
authorized in writng by DSS from time to time.
2. Commercial work shall not be carried out using the equipment.
3. The Contractor shall ensure that at all times each item of equipment
bears a clearly visible identification number corresponding to that shown
on the Notice to Ship, or other issue document issued in respect thereof.
and shall be responsible for making any changes n that number that may
be notified from time to time by DSS.
4. The Crown's representatives shall have the right to inspect the
equipment at any time and the contractor shall provide any reasonable
assistance required therefore
5. Unless DSS otherwise authorizes the contractor in writing, the
Contractor shall return the equipment to the destination designated in
writing by DSS upon the completion of its use in performing the defence
work. In the absence of such designation in writing, the Contractor shall
request instructions from DSS. When equipment is ready to be returned to
DND, the Contractor shall prepare a condition report and arrange for the
cognizant DND Technical Services Detachment to inspect and evaluate the
condition of the equipment. In cases where a Technical Services Detachment
is not available the Contractor shall request DSS to arrange for inspection.
6. DSS may terminate the loan or any part thereof at any time. and recal1
the equipment concerned with that termination.
7. The Contractor shall indemnify and save harmless the Crown, its
ministers, officers, servants, agents, employees, and members of the
Canadian Forces from and against all claims, demands, damages, loss
costs, expense, actions, causes of action, suits or other proceedings by
whomsoever made, arising out of any injury to persons (including injuries
resulting in death) or loss of or damage to property of others that may
be caused by or suffered as a result of the operation, use or
transportation of the equipment by the Contractor or any action taken or
things done by virtue of this loan.
Terms Applicable to Canadian Defence Work
8. No rent shall be payable by the Contractor to the Crown in respect
of equipment loaned for Canadian defence work.
9. The Department of National Defence will pay or reimburse the
Contractor for reasonable and proper costs incurred by the contractor
in taking possession of the equipment and moving it to and from the
Contractors plant or other location authorized by DSS, including the
cost of labor and materials in connection with the packaging and
transportation of the equipment.
10. The Contractor shall take reasonable and proper care of the
equipment, including the maintenance thereof during the term of this
loan and shall be responsible for any loss or damage resulting from
its failure to do so other than loss or damage caused by fire
or by ordinary wear and tear. The maintenance of the equipment shall
be in accordance with OND Standards, a copy of which the Contractor
acknowledges to have in its possession. In the event of loss or damage
and where the Minister so directs, the Contractor shall repair or
replace or have repaired or replaced the equipment to the satisfaction
of the Minister. or reimburse the Crown to the full value of the
equipment as indicated in Schedule S.
l1. The Contractor may insure the equipment against loss or damage
by fire or supplemental perils or any other risks while the equipment
is in its care, custody or control but no portion of the premium cost
will be assumed by the Crown.
12. Should the equipment consist of or include one or more
vehicles. the contractor shall obtain vehicle liability insurance
with respect to each such vehicle in an aggregate amount of not
less than $500,000 for each occurence against claims arising
from loss of life, bodily injury and property damage. Should the
equipment be an aircraft, the Contractor shall carry aircraft
liability insurance in an aggregate amount of not less than
$1,000,000 for each occurrence against claims arising from loss of
life, bodily injury and property damage. The vehicle or aircraft
insurance policy shall include a cross liability clause naming the
Crown as an insured party.
Schedule A (continual)
Terms of Loan Agreement
Terms Applicable to Foreign Defence Work
13. Canadian defence work must be given prionty over foreign defence
work.
14. No rent shall be payable by the Contractor in respect of the loan
of the equipment for foreign defence work provided that benefit of
such rent-free use is reflected in the price charged to the purchaser.
15. The Contractor shall submit to DSS statements showing the costs
incurred and profits realized from such foreign defence work, provided
however, that the Minister may in his/her discretion, cause audits to
be conducted at any time in order to determine such profits. In the
event it has been determined that the Contractor has received profits
in excess of an amount which the Minister considers reasonable such
excess profits shall be recover by the Minister.
18. The Contractor shall be responsible for all cost's incurred in
taking possession of, returning, transferring, insuring, maintaining
and servicing the equipment and in no event will such costs be
chargeable to the Crown either directly or indirectly.
17. The Contractor shall take reasonable and proper care of the
equipment, including the maintenance thereof, during the term of this
loan and shall be responsible for any loss or damage resulting from
the failure to do so other than loss or damage caused by ordinary
wear and tear. The maintenance of the equipment shall be in accordance
with DND Standards, a copy of which the Contractor acknowledges to
have in its possession. In the event of loss or damage and. where
the Minister so directs, the Contractor shall repair or replace or
have repaired or replaced the equipment to the satisfaction of The
Minister, or reimburse the Crown to the full value of the equipment
as indicated in Schedule S.
Attachment D
Section 1
Canadian Government Clause Flowdowns 9/29/99
(Canadian Government Clauses ID 9601 and ID 9403 negotiated)
Date ID Title Status Usage
1998/02116 9601 General Conditions- Long Form Active
MODIFIED AS ANNOTATED FOR APPLCABILITY TO LMUSS SUBCONTRACT TO NTI
960100 (16/02/98) General Conditions - Long Form
Public Works and Government Services Canada
Ol Interpretaion
02 Powers of the Minister
03 Status of the Contractor
04 Amendments and Waivers
O5 Conduct of the Work
06 Compliance with Applicable Laws
07 Specifications
08 Subcontracting
09 Replacement of Personnel
10 Assignment
11 Time of the Essence
12 Excusable Delay
13 Security and Protection of the Work
14 Payment
15 Interest on Ovcrdue Accounts
16 changes in Taxes and nudes
17 Discounts, Wastes and Spoilage
18 Inspection of the Work
19 Title
20 Warranty
21 Government Properly
22 Indemnity Against Third-Party Claims
23 Royalties and Infringement
24 Copyright
25 Suspension of the Work
26 Default by the Contractor
27 Termination for Convenience
28 Accounts and Audit
29 Notice
30 Members of the House of Commons
31 Conflict of Interest
32 No Bribe
33 Survival
34 Severability
35 Successors and Assigns
36 Entire Agreement
37 Certification - Contingency Fees
This document reflects certain Canadian Government prime
contract clauses that Lockheed Xxxxxx Undersea Systems
(LMUSS), the first tier subcontractor for the Victoria
Submarine Fire Control Modification (SFCM) Contract, is
required to include in its subcontract with Northstar
Technical Inc. (NTI). For clarification purposes,identification
of the contracting parties in certain clauses is changed as set
out below.
a) The term "Contract" means "Subcontract" and the term
"Contractor" means "NTI",
b) The terms "Representative of the Minister",
Authority", "Technical Authority" and Canada refers
to LMUSS except were the context would require a different
construction.
c) The terms "Party", "Parties," or Contracting Parties"
Subcontract.
9601 Ol (16/02/98) Interpretation
1. In the Contract, unless the context otherwise requires,
"Canada", "Crown", "Her Majesty" or "the Government" means Her
Majesty the Queen in right of Canada;
"Work" means the whole of the activities. services, materials,
equipment, software, matters and things reqnirnd to be done,
delivered or performed by the Contractor in accordance with
the terms of the Contract.
"Contract" means the written agreement between the Parties,
these general conditions, any Supplemental General Conditions
specified in the written agreement, and every other document
specified or referred to in any of them as forming part of the
Contract, all as amended by agreement of the Parties from time
to time;
"Contracting Authority" means the person designated as such in
the Contract, or by notice to the Contractor, to act as the
representative of the Minister in the management of the
Contract;
"Contractor" means the person or entity whose name appears on
the signature page of the written agreement and who is to
supply goods or services to Canada under the Contract;
"Contract Price" means the amount expressed in the Contract to
be payable to the Contractor for the Work;
"Cost" means cost determined in accordance with Contract Cost
Principles DSS-MAS 1031-2 as revised to the date of the bid
solicitation;
"Government Property" means all materials, parts, components,
specifications, equipment, software, articles and things
supplied to the Contractor by or on behalf of Canada for the
purposes of performing the Contract and anything acquired by the
Contractor in any manner in connection with the Work the cost of
which is paid by Canada under the Contract and, without
restricting the generality of the foregoing, includes Government
Issue as defined in the Defence Production Act, R.S.C 1985,
c. D-1, Government Furnished Equipinent and Government Supplied
Materiel;
"Inspection Authority" means the person designated as such in
the Contract, or by notice to the Contractor, to act as the
representative of the minister for whose department or agency
the Work is being carried out in matters concerning the
inspection of the Work, and for purposes of section 18
(Inspection of the Work) includes a Quality Assurance Authority
if such an authority is mentioned in the Contract;
"Minister" means the Minister of Public Works and Government
Services and any other person duly authorized to act on behalf
of that Minister;
"Moral Rights" has the same meaning as in the Copyright Act,
RES.C. 1985, c. C-42;
"Party" means Canada or the Contractor or any other signatory to
the Contract and "Parties" means all of them;
"Specifications" means the functional or technical description
of the Work set out or referred to in the Contract, including
drawings, samples and models, and funher includes, except to the
extent inconsistent with anything set out or referred to in the
Contract, any such description set out or referred to in any
brochure, product literature or other documentation furnished by
the Contractor in relation to the Work or any part thereof;
"Subcontract" includes a Contract let by any subcontractor at
any tier for the performance or supply of a part of the Work,
and includes a purchase referred to in paragraph 2 (a) of
section 8 at any such tier, and the derivatives of the word
shall be construed accordingly:
"Technical Audiority" means the person designated in the
Contract, or by notice to the Contractor, to act as the
representative of the Minister for whose department or agency
the Work is being carried out in matters concerning the
technical aspects of the Work;
2. The headings used in these general conditions are inserted
for convenience of reference only and shall not affect their
interpretation.
3. If the Contract is a defence Contract within the meaning of
the Defence Production Act, R.S.C. 1985. c. D-1, it is
subject to that Act and shall be governed accordingly.
4. In the Contract, words importing the singular number include
the plural and vice versa, and words importing the masculine
gender include the feminine gender and the neuter.
9601 02 (04/01/94) Powers of the Minister
Evcry right, remedy, power and discretion vested in or acquired
by Canada or -the Minister under the Contract or by law shall
be cumulative and nonexclusive.
9601 03 (04101194) Status of the Contractor
The Contractor is engaged as an independent Contractor for the
sole purpose of performing the Work. Neither the Contractor nor
any of its personnel is engaged as an employee, servant or agent
of Canada. The Contractor is responsible for all deductions and
remittances required by law in relation to its employees
including those required for Canada or Quebec Pension Plans,
unemployment insurance, workers' compensation, or income tax.
9601 04 (04/01/94) Amendments and Waivers
1. No design change, modification to the Work, or amendment to
the Contract shall be binding unless it is incorporated into
the Contract by written amendment or design change memorandum
executed by the authorized representatives of the Minister
and of the Contractor and the Contractor and Subcontractor
agree to and execute a subcontract modification which
incorporates these changes.
2. While the Contractor may discuss any proposed changes or
modifications to the scope of the Work with the Technical
Authority, Canada shall not be liable for the cost of any
such change or modification until it has been incorporated
into the Contract in accordance with subsection 1.
3. No waiver shall be valid, binding or affect the rights of the
Parties unless it is made in writing by) in the case of a
waiver by Canada. the Contracting Authority and, in
the case of a waiver by the Contractor, the authorized
representative of the Contractor.
4. The waiver by a Party of a breach of any term or condition of
the Contract shall not prevent the enforcement of that term
or condition by that Party in the case of a subsequent
breach, and shall not be deemed or construed a waiver of any
subsequent breach.
9601 05 (04/01/94) Conduct of the Work
1 The Contractor represents and warrants that:
(a) it is competent to perform the Work; and
(b) it has the necessary qualifications. including knowledge,
skill and experience, to perform the Work, together with
the ability to use those qualifications effectively for
that purpose.
2. Except for Government Property specifically provided for in
the Contract, the Contractor shall supply everything
necessary for the performance of the Work, including all the
resources, facilities, labour and supervision, managernent,
services, equipment1 materials, drawings, technical data,
technical assistance, engineering services, inspection and
quality assurance procedures, and planning necessary to
perform the Work.
3. The Contractor shall:
(a) carry out the Work in a diligent and efficient manner,
(b) apply as a minimum quality assurance tests, inspections
and controls consistent with those in general usage in the
trade and that are reasonably calculated to ensure the
degree of quality required by the Contract; and
(c) ensure that the Work:
(1) is of proper quality, material and workmanship;
(2) is in full conformity with the Specifications; and
(3) meets all other requirements of the Contract.
4. The Contractor agrees to accept and be bound by the
Inspection or Quality Assnrance Authority's interpretation of
the Specifications, insofar as such an interpretation is not
inconsistent with any other part of the Contract.
9601 08 (04/01/94) Subcontracting
1. Unless otherwise provided in the Contract, the Contractor
shall obtain the consent of the Minister in writing prior to
Subcontracting or permitting (he Subcontracting of any
portion of the Work at any tier. The Minister shall not
unreasonably withhold consent.
2. Notwithstanding subsection 1, the Contractor may, without
prior consent of the Minister:
(a) purchase "off-theEsbelf' items and software and such
standard articles and materials as arc ordinarily produced
by manufacturers in the normal course of business;
(b) Subcontract for the provision or such incidental services
as might ordinarily be subcontracted in performing the
Work;
(c) in addition to purchases and services referred to in
paragraphs (a) and 0,) subcontract any part or parts of
the Work to one or more subcontractors up to a
total value in the aggregate of 40 percent of the Contract
Price; and
(d) permit its subcontractors at any tier to make purchases or
subcontract as permitted in paragraphs (a), (b) and (c)
A Subcontract at any tier may not be let without consent,
under paragraph (b), (c) or (d), where the Subcontractor would
obtain title to intellectual property developed as part of the
Work.
3. In any Subcontract other than a Subcontract referred to in
paragraph 2 (a), the Contractor shall, unless the Minister
otherwise consents in writing, ensure that the subcontractor
is bound by terrns and conditions compatible with and, in the
opinion of the Minister, not less favourable to Canada than
the terms and conditions of the Contract. Deviations in any
Subcontract from the terms of the Contract, including any
right of termination of the Contract, shall be entirely at
the risk of the Contractor.
4. The Contractor is not obliged to seek consent to subcontracts
speciflcaly authorized in the Contract.
5. Any consent to a Subcontract shall not relieve the Contractor
from its obilgations under the Contract or be construed as
authorizing any flability on the part of Canada or the
Minister to a subcontractor.
9601 09 (04/01/94) Replacement of Personnel
I. When specific persons have been named in the Contract as the
persons who must perform the Work, the Contractor shall
provide the services of the persons so named unless the
Contractor is unable to do so for reasons beyond its control.
2. If at any time the Contractor is unable to provide the
services of any specific person named in the Contract, it
shall provide a replacement person with similar
qualifications and experience.
The Contractor shall, as soon as possible, give notice to the
Minister of:
(a) the reason for the removal of the named person from the
Work;
(b) the name, qualifications and experience of the proposed
replacement person; and
(c) proof that the person has the required security clearance
granted by Canada, if applicable.
3. The Minister may order the removal from the Work of any such
replacement person and the Contractor shall immediately
remove the person from the Work and shall, in accordance with
subsection 2, secure a farther replacement.
4. The fact that the Minister does not order the removal of a
replacement person from the Work shall not relieve the
Contractor from its responsibility to meet the requirements
of the Contract.
960110 (04/01/94) Assignment
1. The Contract shaH not be assigned, in whole or in part, by
the Contractor without the prior consent in writing of the
Minister and any purported assignment made without that
consent is void and of no effect. However, the subcontractor
may reassign to any of its successor organizations as a
result of re-organizations, consolidations, divestitures,
mergers or any similar organization changes.
2. No assignment of the Contract shall relieve the Contractor
from any obligation under the Contract or impose any
liability upon Canada or the Minister1 unless otherwise
agreed to in writing by the Minister.
960112 (04/01/94) Excusable Delay
1. A delay in the performance by the Contractor of any
obligation under the Contract which is caused solely by an
event that
(a) was beyond the reasonable control of the Contractor,
(b) could not reasonably have been foreseen,
(c) could not reasonably have been prevented by means
reasonably available to the Contractor, and
(d) occurred without the fault or neglect of the contractor1
subsections 2, 3 and 4, constitute an "Excusable Delay"
Contractor invokes this section by notice under subsection
4.
2. If any delay in the Contractor's performance of any
obligation under the Contract is caused by a delay of a
Subcontractor. such a delay may constitute an-Excusable Delay
for the Contractor, but only if the delay of the
Subcontractor meets the criteria set out in this section for
an Excusable Delay by the Contractor and only to the extent
that the delay has not been contributed to by the Contractor.
3. Notwithstanding subsection I, any delay caused by lack of
financial resources of the Contractor or an event that is a
round for termination provided for in subsection 26(2)
(Default by the Contractor). or any delay in the Contractor
fulfilling an obligation to deliver a bond, guarantee, letter
of credit or other security relating to performance or the
payment of money, shall not qualify as an Excusable Delay
4. The Contractor shall not benefit from an Excusable Delay
unless the Contractor has:
(a) used its reasonable efforts to niinimize the delay and
recover lost time;
(b) advised the Minister of the occunence of the delay or of
the likelihood of a delay occurring as soon as the
Contractor has become aware of it;
(c) within 15 working days of the beginning of a delay or of
the likelihood of a delay coming to the attention of the
Contractor. advised the Minister of the full facts or
matters giving rise to the delay, and provided to the
Minister for approval (which approval shall not be
unreasonably withheld) a clear "work-around" plan
indicating in detail the steps that the Contractor
proposes to take in order to minimize the impact of the
event causing the delay; this plan shall include
alternative sources of materials and labour, if the event
causing the delay involves the supply of them; and
(d) carried out the work-around plan approved by the Minister.
5. In the event of an Excusable Delay, any delivery date or
other date that is directly affected shall be postponed for a
reasonable time not to exceed the duration of the Excusable
DCIBy. The Parties shall, negotiate and amend all affected
areas of the Contract, as appropriate, to reflect any such
change in dates.
6. Notwithstanding subsection 5, the Minister may, after an
Excusable Delay has continued for 30 days or more, in the
Minister's absolute discretion terminate the Contract. In
such a case, the Panics agree that neither will make any
claim against the other for damages, costs, expected profits
or any other loss arising out of the termination or the event
that gave rise to the Excusable Delay. The Contractor agrees
to repay immediately to Canada the portion of any advance
payment that is unliquidated at the date of the termination.
Subsections 26(4), (5) and (6) (Default by the Contractor)
apply in the event of a termination... under this subsection.
7. Except to the extent that Canada is responsible for the delay
for reasons of failure to meet an obligation under the
Contract, Canada shall uot be iabie for any costs or charges
of any nature incurred by the Contractor or any of its
Subcontractors or agents as a result of an Excusable Delay.
960113 (16/02198) Security and Protection of the Work
1. The Contractor shall keep confidential all information
provided to the Contractor by or on behalf of Canada in
connection with the Work and all information developed by the
Contractor as part of the Work title to which vests in Canada
under the Contract, and shall not disclose any such
information to any person without the written pennission of
the Minister, except that the Contractor may disclose to a
Subcontractor authorized in accordance with section 8
(Subcontracting) information necessary to the performance of
the Subcontract.
2. Subject to the Access to Information Act, R.S.C. 1985, c. A-I
and to any right of Canada under this Contract, Canada shall
not release or disclose outside the Government of Canada any
information delivered to Canada under the Contract that is
proprietary to the Contractor or a Subcontractor. The Prime
Contractor and the Canadian Government shall abide by all US
Security and export regulations.
3. The obligations of the Parties set out in this section do not
apply to any information where the same information:
(a) is publicly available from a source other than the other
Party; or
(b) is or becomes known to a Party from a source other than
the other Party, except any source that is known to be
under an obli8ation to the other Party not to disclose
the information, or
(c) is developed by a Party without use of the information of
the other Xxxxx.
4. wherever practical, the Contractor shall xxxx or identify any
proprietary information delivered to Canada under the
Contract as "Property of (Contractor's name), permitted
Oovcrnrncnt uses derined under Dcp&tmcnt of Public Works and
Government Services EWGSC) Contract No. (fill in Contract
number)tt, and Canada shall not be liable for any
unauthorized use or disclosure of information that conid have
been so marked or Identified and was not.
5. When the Contract, the Work, or any information referred to
in subsection 1 is idenfified as TOP SECRET, SECRET,
CONFIDENTrAL, or PROThCTED by Canada, the Contractor shall at
all times take all measures reasonably necessary for the
safeguarding of the material so identified, including those
set out in the PWOSC Industrial Security Manual and its
supplements and any other instructions issued by the
Minister.
6. Without limiting the generality of subsections I and 2, when
the Contract, the Work. or any information referred to in
subsection I is identified as TOP SECRET, SECRET.
CONFIDENTIAL", or PROTECThD by Canada, the Minister shall be
entitled to inspect the Contractor's premises and the
premises of a Subcontractor at any tier for security purposes
at any time during the term of the Contract, and the
Contractor shall comply with, and ensure that any such
subcontractor complies with, all written instructions issued
by the Minister dealing with the material so identified,
including any requirement that employees of the Contractor or
of any such subcontractor execute and deliver declarations
relating to reliability screenings, security clearances and
other procedures. Notwithstanding the above, subcontractor
shall abide by US Security regulations and. as such, passage
of classified data shall be on a government to government
basis.
7. Any proposed change in the security requirements after the
effective date of the Contract that would involve a
significant increase in cost to the Contractor shall require
an amendment to the Contract under the provisions of section
4 (Arnendritents and Waivers).
9601 18 (04/01/94) bispection of the Work
1. The Work and any and all parts thereof shall be subject to
such inspection as the Technical or Inspection Authority
determines to be appropriate, consistent with the relevant
provisions of the Contract, if any, prior to acceptance by
Canada. The Contracting Authority and the Technical or
Inspection Authority) or their representatives, shall have
access to the Work at any time during working hours where any
part of the Work is being carried out and may make
examinations and such tests of the Work as they may think
fit. Should the Work or any part thereof not be in accordance
with the requirements of the Contract, the Technical or
Inspection Authority shall have the right to reject the Work
and require its correction or replacement at the Contractor's
expense. The Technical or Inspection Authority. as the case may
be, shall inform the Contractor of the reasons for any such
rejection.
2. The Contractor shall provide reasonable assistance and
facilities, test pieces. samples and documentation that the
Technical or Inspection Authority may reasonably require for
the carrying out of any such inspection, and the Contractor
shall forward such test pieces and examples to such person
or location as the Technical, Inspection or (DND) Contracting
Authority may direct. Inspection by the Technical or The
Inspection Authority shall not relieve the Contractor from
responsibility to meet the requirements of the Contract
3. No part of the Work shall be submitted for acceptance or
delivery until it has been inspected and approved by the
Contractor and, wherever practicabe, marked with an approval
stamp satisfactory to the Technical or Inspection Authority.
The Contractor shall keep accurate and complete inspection
records which shall, upon request, be made available to the
Technical or Inspection Authority, who may make copies thereof
and take extracts therefrom during the performance of the Contract
and for any period of time thereafter provided for in the
Contract.
960119 (04(01/94) Title
1. Except as otherwise provided in the Contract including the
intellectual prope fly provisions, and except as provided in
subsection 2, tide to the Work or any part thereof shall vest
in Canada upon delivery and acceptance thereof by or on behalf of
Canada.
2. Except as otherwise provided in the intellectual property
provisions of the Contract, upon any payment being made to the
Contractor for or on account of materials,
parts. work-in-process or finished work, either by way of
progress payments or
accountable advances or otherwise, title in and to all materials,
parts, work-in-process and finished work so paid for shall vest
in and remain in Canada unless already so vested under any other
provision of the Contract.
3. Notwithstanding any vesting of title referred to in this section
and except as otherwise provided in the Contract, the risk of loss
or damage to the materials, parts, work-in-process or finished work
or part thereof so vested shall remain with the Contractor until
their delivery to Canada in accordance with the Contract. For
purposes of this xxxxx, all deliveries, including items delivered
under the subcontract and items that 'nay later be returned to the
Subcontractor for repair or replacement under warranty are FOB at
the Subcontractor's facility. The Contractor shall he liable for
any loss or damage to any part of the Work caused by the Contractor
or any subcontractor after such delivery.
4. Any vcsting of title referred to in subsection 2 shall not
constitute acceptance by Canada of the materials, parts. work-in-
process or finished work, and shall not relieve the Contractor of
its obligation to perform the Work in accordance with the Contract.
5. where tide to any materials, pans, workEin-process or finished
work becomes vested in Canada, the Contractor shall, upon the
Minister's request, establish to the Minister's satisfaction that
the tide is free and clear or all claims. liens, attachments,
charges or encumbrances and shall execute such conveyances thereof
and other instruments necessary to perfect that title as the Minister
may request.
6. if the Contract Is a defence Contract within the meaning of
the Defencc Production Act, R.S.C. 1985. c. D-l, title to the Work
or to any materials, parts, work-in-process or finished work shall
vest in Canada free and clear of all claims, lions, attachments,
charges or encumbrances, and the Minister shall be entitled at any
time to remove, sell or dispose of it or any part of it in accordance
with section 20 of that Act.
9601 20 (O4E0lI94) Warranty
1. Notwithstanding inspection and acceptance of the Work by or an
behalf of Canada and without restricting any other provision of the
Contract or any condition, warranty or provision implied or imposed
by law, the Contractor warrants that, for a period of 12 months from
the date of deivery, or if acceptance takes place on a later date,
the date of acceptance, or for such other period as may be specified
in the written agreement between the Parties, the Work shall be free
from all defects in design1 materials or workmanship, and shall
conform with the requirements of the Contract, provided that with
respect to Government Property, the Contractor's warranty shall extend
only to its proper incorporation into the Work.
2. In the event of a defect or non-conformance in any part of the
Work during the warranty period defined in subsections I and 5, the
Contractor, at the request of the Minister to do so, shall as soon
as possible repair, replace or otherwise make good at its own option
and expense the part of the Work found to be defective or not in
conformance with the requirements of the Contract.
3. The Work or any part thereof found to be defective or
non-conforming shall be returned to the Contractors plant for
replacement. repair or making good; provided that, when in the
opinion of the Minister it is not expedient to remove the Work
from its location, the Contractor shall carry out any necessary
repair or making good of the Work at that location, and shall he
paid the fair and reasonable cost (including reasonable travelling
and living expenses) incurred in so doin8, with no allowance therein
by way of profit, less an amount equal to the cost of rectifying the
defect or non-conformance at the Contractor's plant.
4. Canada shall pay the transportation cost associated with
returning any work or part thereof to the Contractor's plant pursuant
to subsection 3, and die Contractor shall pay the transportation
cost associated with forwarding the replacement or returning the Work
or part thereof when rectified to the delivery point specified in the
Contract. or such lesser cost as may be required to transport the
Work or part thereof to another location directed by the Technical
Authority.
5. The warranty period act out in subsection 1 shall be extended by
the duration of any period or periods during the life of the warranty,
including any such extension, in which the Work is unavailable for
use or cannot be used because of a defect or non conformance referred
to in this section, less the duration of any delay by Canada in
informing the Contractor or the defect or nonconformance or in
returning the Work or part thereof to the ContractorE plant. Upon
returning the Work or part thereof to Canada, the Contractor shall
advise the Minister in writing of the warranty period remaining,
including any such extension.
6. The warranties set out in subsection 1 shall apply to any
part of the Work repaired replaced or otherwise made good
pursuant to subsection 2, for the greater of:
(a) warranty period remaining under subsection 5.; or,
(b) 90 days or such other period as may be specified for that
purpose in the written agreement between the parties.
MI of the provisions of subsections 2 to 6 of this section
incusIve apply, with such minimum changes as the context may
require, to any such part of the Work that is found during
that period to be defective or not in conformance with the
Contract.
9601 21 (04101194) Government Property
I. Unless otherwise provided in the Contract, all Government
Property shall be used by the Contractor solely for the purpose
of the Contract and shall remain the property of Canada, and
the Contractor shall maintain adequate accounting records
of all Government Property, and, whenever feasible, shall
xxxx the same as being the property of Canada.
2. The Contractor shall take reasonable and proper care of
all Government Property while the same is in, on, or about
the plant and premises of the Contractor or otherwise in its
possession or subject to its control, and shall be responsible
for any loss or damage resulting from its failure to do so
other than toss or damage caused by ordinary wear and tear.
3. All Government Property. except such as is installed or
incorporated into the Work, shall, unless otherwise specifically
provided in the Contract. be returned to Canada on demand.
4. All scrap and all waste materials, articles or things that
are Government Property shall, unless otherwise provided in the
Contract, remain the property of Canada and shall be disposed
of only as directed by the Minister..
5. At the time of completion of the Contract, and if requested
by the Contracting Authority, the Contractor shall provide an
inventory of all Government Property relating to the Contract
to both the Contracting Authority and the Technical Authority.
Th8 provisions of the Loan Agreement between Canada and the
Subcontractor shall, except as agrecd herein, 8ovem the
requirements of the loan agreement.
9601 22 (04101/94) Indemnity Against Third-party Claims
1. The Contractor shall indemnify and save harmless Canada,
the Minister and their servants and agents from and against
any damages, costs or expenses or any claim, action1 suit
or other proceeding which they or any of them may at any
time incur or suffer as a result of or arising out of
(a) any injury to persons (including injuries resulting
in death) or loss of or damage to property of others which
may be or be alleged to be caused by or suffered as a result
of the performance of the Work or any part thereof, except
that Canada and the Minister shall not claim indemnity under
this section to the extent that the injury, loss or' damage
has been caused by Canada, and
(b) any liens, attachments, charges or other encumbrances
or claims upon respect of any materials, parts, work-in-process
or finished work furnished in respect of which any payment
has been made by, Canada.
2. The Minister shall give notice to the Contractor of any claim,
action, suit or proceeding referred to in subsection I and the
Contractor shall. to the extent requested by the Anorney General
of Canada, at its own expense participate in or conduct the
defence of any such claim, action, suit or proceeding and any
negotiations for settlement of the same, but the Contractor
shall not be liable to indemnify Canada for payment of any
settlement UnleSS it has consented to the setfiement.
9601 23 (04/01/94) Royalties and Infringement
1. In this section, "Royalties" includes
(a) license fees and all other payments analogous to
royalties for. and also claims for damages based upon, the
use or infringement of any patent, registered industrial design,
trade xxxx, copyrighted work, trade secret, or other
intellectual property right, and
(b) any costs or expenses incurred as a result of the
exercise by any person of Moral Rights.
2 Subject to subsection 4, the Contractor shall indemnify
and save harmless Canada, the Minister and their servants
and agents against any claim, action, suit or other proceeding
for the payment of Royalties, that results from or is alleged
to result from the carrying out of the Contract or the use or
disposal by Canada of anything furnished by the Contractor
under the Contract.
3 Canada shall indemnify and save harmless the Contractor and
its servants and agents against any claim, action, suit or
other proceeding for the payment of Royalties, that results
from or is alleged to result from
(a) the use by the Contractor in perforating the Contract
of equipment, Specifications or other information not prepared
by the Contractor and supplied to the Contractor by or on
behalf of Canada, or
(b)the Contractor complying with production drawings
not prepared by the Contractor and supplied by or on behalf
of Canada which direct an alteration of or modification to the
Work, provided that the Contractor notifies the Minister
immediately of any such claim, action, suit or other
proceeding, but Canada shall not be liable to indemnify or
save harmless the Contractor for payment of any settlement
unless Canada has consented to the settlement.
4. The Minister shall give notice to the Contractor of any
claim, action, suit or proceeding referred to in subsection
2 and the Contractor shall, to the extent requested by the
Attorney General of Canada, at its own expense participate
in or conduct the defence of any such claim1 action, suit or
proceeding and any negotiations for settlement of the same,
but the Contractor shall not be liable to indemnify or save
harmless Canada for payment of any seulement unless it has
consented to the settlement.
5. The Contractor shall notify the Minister of all Royalties
which it or any of its subcontractors will or may be obligated
to pay or propose to pay in respect of carrying out the
Contract, and the basis thereof, and the parties to whom
the same are payable, and shall promptly advise the Minister
of any and all claims which would or might result in further
or different payments by way of Royalties being made by the
Contractor or any of its subcontractors.
6. Where and to the extent that the Minister so directs,
the Contractor shall not pay and shall direct its
subcontractors not to pay any Royalties in respect of
the carrying out of the Contract.
7. After the giving of any direction provided for in
subsection 6, and subject to compliance by the Contractor
with the foregoing provisions, Canada shall indemnify the
Contractor and its subcontractors from and against all
claims, actions, suits or proceedings for payment of such
Royalties as are covered by the direction.
8. The Contractor shall not be entitled to any' payment
in respect of any Royalties included in the Contract Price
to which the indemnity provided in subsection 7 applies.
9601 25 (04101194) Suspension of the Work
I. The Minister may at any timeE by written notice, order
the Contractor to suspend or stop all or part of the Work
under the Contract for a period of up to 180 days. The
Contractor shall irrirnediately comply with any such
order in the manner that minimizes (he cost of so doing.
While such an order is in effect, the Contractor shall
not remove any part of the Work from any premises without
the prior written consent of the Contracting Authority. At
any time prior to the expiration of the 180 days, the Minister
shall either rescind the order or terminate the Contract, in
whole or in part, under section 26 (Default by the Contractor)
or section 27 (Termination for Convenience).
2. When an order is made under subsection 1, unless the
Minister terminates the Contract by reason of default by
the Contractor or the Contractor abandons the Contract,
the Contractor shall be entided to be paid its additional
costs incurred as a result of the suspension plus a fair
and reasonable profit thereon.
3. when an order is made under subsection 1 and is rescinded:
(a) the Contractor shall as soon as practicable resume
work in accordance with the Contract;
(b) if the suspension has affected the Contractor's
ability to meet any delivery date under the Contract, the
date for the performance of that part of the Work affected
by the suspension shall be extended for a period equal to
the period of suspension plus a period, if any, which in the
opinion of the Minister following consultation with the
Contractor is reasonably necessary for the Contractor
resume the Work; and
(c) subject to section 4 (Amendments and Waivers), an
adjustment shall be made as necessary to affected terms
and conditions of the Contract.
9601 26 (04/01/94) Default by the Contractor
1. Where the Contractor is in default in carrying out any of
its obligations under the Contract, the Minister may, upon
giving written notice to the Contractor, terrainate for default
the whole or any pan of the Contract, either immediately, or at
the expiration of a cure period specified in the notice if the
Contractor has not cured the default to the satisfaction of the
Minister within that cure period.
2. Where the Contractor becomes bankrupt or insolvent, makes
an assignment for the benefit of creditors, or takes the beneflt
of any statute rclating to bankrupt or insolvent debtors, or
where a receiver is appointed under a debt instrument or a
receiving order is made against the Contractor, or an order
is made or a resolution passed for the winding up of the
Contractor, the Minister may, to the extent permined by the
laws of Canada, upon giving notice to the Contractor, immediately
terminate for default the whole or any part of the Contract.
3. Upon the giving of a notice provided for in subsection 1 or 2,
the Contractor shall have no claim for further payment other
than as provided in this section, but shall be liable to Canada
for any amounts, including milestone payments, paid by Canada
and for all losses and damages which may be suffered by Canada
by reason of the default or occtrrrence upon which the notice was
based, including any increase in the cost incurred by Canada in
procuring the Work from another source. The Contractor agrees to
repay immediately to Canada the portion of any advance payment
that is unliquidated at the date of the termination. Nothing in
this section affects any obligation of Canada under the law to
mitigate damages.
4. Upon termination of the Contract under this section, the
Minister may require the Contractor to deliver to Canada,
in the manner and to the extent directed by the Minister, any
completed parts of the Work which have not been delivered and
accepted prior to the termination and any materials, parts,
plant. equipment or work-in-process which the Contractor has
acquired or specifically in the fulfilment of the Contract.
5. Subject to the deduction of any claim that Canada may have
against the Contractor arising under the Contract or out of the
termination, Canada shall pay or credit to the Contractor the
value, determined on the basis of the Contract Price including the
proportionate part of the Contractor's profit or fee included in
the Contract Price, of all completed parts of the Work delivered
to Canada pursuant to a direction under subsection 4 and accepted
by Canada, and shall pay or credit to the Contractor the
cost to the Contractor that the Minister considers reasonable
in respect of all materials, parts, plant. equipment or work-in-
process delivered to Canada pursuant to a direction under
subsection 4 and accepted by Canada, but in no event shall the
aggregate of the amounts paid by Canada under the Contract to
the date of termination and any arnounts payable pursuant to
this subsection exceed the Contract Price.
6. Title to all materials, parts, plant, equipment, work-in-
process and finished work in respect of which payment is made
to the Contractor shall, upon such payment being made, pass to
and vest in Canada unless already so vested under any other
provision of the Contract, and such materials, parts. plant,
equipment, work4n-process and finished work shall be delivered
according to the order of the Minister, but Canada will not accept
and will not pay for materials, pans, plant, equipment or work-in-
process that would not have been required to perform the Work or
that exceed what would have been required to perform the Work.
7. Where. subsequent to issuance of a notice pursuant to
subsection 1, the Minister is satisfied that grounds did not
exist for a termination under this section, the notice shall be
deemed a notice of termination for convenience issued under
subsection 27(1) Crermination for Convenience).
9601 27 c04/01194) Termination for Convenience
1. Notwithstanding anything contained in the Contract, the
Minister may, at any time prior to the completion of the Work,
by giving notice to the Contractor (in this section sometimes
referred to as a "termination notice"), terminate the Contract
as regards all or any part of the Work not completed. Upon a
termination notice being given, the Contractor shall cease work
(including the manufacture and procuring of materials for the
fulfilment of the Contract) in accordance with and to the extent
specified in the notice, but shall proceed to complete such
part or parts of the Work as are not affected by the termination
notice. The Minister may, at any time or from time to time, give
one or more additional termination notices with respect to any or
all parts of the Work not terminated by any previous termination
notice.
2. In the event of a termination notice being given pursuant to
subsection 1, the Contractor shall be entitled to be paid, to the
extent that costs have been reasonably and properly incurred for
purposes of performing the Contract and to the extent that the
Contractor has not already been so paid or reimbursed by including
the unliquidated portion of any advance payment:
(a) on the basis of the Contract Price, for all completed
work that is inspected and accepted in accordance with the
Contract1 whether completed before, or after and compliance
with the instructions contained in, the termination notice;
(b) the cost to the Contractor plus a fair and reasonable
profit thereon, for all work terminated by the termination
notice before completion, the cost to the Contractor being
determined in accordance with the terms of the Contract and
with Subcontract cost Principics customarily used in US
Government Contracts;
(c) the amount of any capital expenditures actually incurred
only if they were specifically authorized under the Contract or
approved in writing by the Minister for the purpose of the
Contract, less any depreciation in respect thereof already taken
into account in determining cost, to the extent that the capital
expenditures are properly apportionable to the performance
of the Contract;
(d) if the Contract is exclusively for the making of capital
expenditures in respect of additional equipment or plant additions,
in lieu of the amounts described in paragraphs (a) to (c)
inclusive, the reasonable and proper cost to the Contractor of:
(1) all additional equipment that, prior to the giving of
the termination notice, has been purchased. acquired or
manufactured by the Contnctor or contracted for and for which
the Contractor is obligated to make payment, and
(2) all additional equipment in process of manufacture by
the ContractorEat the date of giving of the termination notice
and all work in connection with the construction of the plant
additions to that date, including the cost of materials and parts
Contracted for by the Contractor for the purpose of such
manufacture or construction and for which the Contractor is
obligated to make payment; and
(e) all costs of and incidental to the termination of the
Work or part thereof, including the cost of cancellation of
obligations incurred by the Contractor with respect to the
terminated Work or part thereof, the cost of and incidental
to the taking of an inventory of materials, components, work-in-
process and finished work on hand related to the Contract at the
date of the termination, and the cost of preparation of
necessary accounts and statements with respect to work performed
to the effective date of the termination and commitments made by
the Contractor with respect to the terminated portions of the
Work; but not including the cost of severance payments or damages
to employees whose services are no longer required by reason of
the termination except wages that the Contractor is obligated
by statute to pay them and except for reasonable severance
payments or damages paid to employees hired to perform the
Contract whose hiring was expressly required by the Contract
or approved in writing by the Minister for the purpose of tne
Contract.
3. In paragraphs 2(c) and (d), 1'capital expenditures" includes
the entry into leases of real property and equipment.
4. Tbe Minister may reduce the payment in respect of any of the
Work to the extent that, upon inspection, it is deficient in
meeting the requirements of the Contract.
5. Notwithstanding anything in subsection 2, the total of the
amounts to which the Contractor is entitled under paragraphs 2
(a) to (d) inclusive, together with any amounts paid or due or
becoming due to the Contractor under other provisions of the
Contract, shall not exceed the Contract Price or the portion
thereof that is applicable to the pan of the Work that is
terminated, and shall not exceed the proportion of the price
quoted by the Contractor for all of the Work that is reasonably
attributable to the proportion of the Work performed to the
effective date of the termination.
6. In the procuring of materials and parts required for the
performance of the Contract and in the subcontracting of any
of the Work, the Contractor shall, unless otherwise authorized
by the Minister, place purchase orders and subcontracts on
terms that will enable the Contractor to terminate the same
upon terms and conditions similar in effect to those provided
in this section, and generally the Contractor shall co-operate
with the Minister and do everything reasonably within its power
at all times to minimize the amount of Canad?s obligations
in the event of a termination under this section.
7. Tide to all materials, parts, plant, equipment, work-in-
process and finished work in respect of which payment is made
to the Contractor shall, upon such payment being made, pass
to and vest in Canada unless already so vested under any other
provision of the Contract, and such materials1 parts, plant,
equipment, work-in-process and finished w9rk shall be delivered
according to the order of the Minister, but Canada will not
accept and will not pay for materials, parts, plant, equipment
or work-in-proceSs that would not have heen required to perform
the Work or that exceed what would have been required to perform
the Work.
8. The Contractor shall have no claim for damages, compensation.
loss of profit, allowance or otherwise by reason of, or directly
or indirectly arising out of, any action taken or termination
notice given by the Minister under this section. except to
the extent that this section expressly provides.
9601 28 (04/01/94) Accounts and Audit
1. The Contractor shall keep proper accounts and records
of the cost to the Contractor of the Work and of all expenditures
or commitments made by the Contractor in connection therewith,
and shall keep all invoices, receipts and vouchers relating
thereto. The Contractor shall not, without the prior written
consent of the Minister, dispose of any such accounts, records,
invoices, receipts or vouchers until the expiration of 6 years
after final payment under this Contract, or until the settlement
of all outstanding claims and disputes. whichever is later.
2. All such accounts and records as well as any invoiCes,
receipts and vouchers shall at all times during the retention
period referred to in subsection 1 be open to audit, inspection
and examination by the authorized representatives of the Minister,
who may make copies and take extracts thereof The Contractor
shall provide facilities for such audits and inspections and
shall furnish all such information, within reason, as the
representativeS of the Minister may from time to time require
with respect to such accounts, records, invoices, receipts and
vouchers.
3, Notwithstanding the above, detailed Subcontract proposed
pricing data which may include competition sensitive rates and
factors will not be audited by Canada, if this level of audit is
required, Canada will arrange for assist audit services direcfly
with DCAA and the Subcontractor shall provide the detailed
pricing data to US Defense Contract Audit Agency ECAA) for use
in their independent audit of Subcontractor's proposal to Canada.
DCAA audits shall be to verify that the rates and factors proposed
on US Government contracts were applied to Subcontractor's proposal
for corresponding cost elements. Only Canada's contracting officer
may receive DCAA audit findings. Pricing data. including rates
received shall not be used for any purpose other than to evaluate
Subcontractor's proposal nor will it be disclosed to any other
Party or individual..
9601 29 (04101/94) Notice
Any notice shall he in writing and may be delivered by hand
or by courier, by registered mail, or by facsimile or other
electronic means that provides a paper record of the text of
the notice, addressed to the Party for whom it is intended at
the address in the Contract or at the last address of which
the sender has received notice in accordance with this section.
Any notice shall be deemed to be effective on the day it is
received at that address.
9601 30 (04/01/94) Members of the House of Commons
No member of the House of Commons shall be admitted to any share
or part of the Contract or to any benefit arising from the
Contract.
9601 31 (01105/96) Conflict of Interest
The Contractor agrees that it is a term of the Contract that
no person who is not in compliance with the provisions of the
Conflict of Interest and Post-Employment Code for Public Office
Holders or the Conflict of Interest and Post-Employment Code for the
Public Service, shall derive any direct benefit from this Contract.
9601 32 (01106194) No Bribe
The Contractor represents and covenants that no bribe,
gift, benefit, or other inducement has been or will be
paid, given1 promised or offered directly or indirectly to
any official or employee of Canada or to a member of the
family of such a person, with a view to influencing the
entry into the Contract or the administration of the Contract.
9601 33 (04/01/94) Survival
All of the Contractor's obligations of confidentiality and all
of the Contractor's representationS and warranties set out
in the Contract as well as the provisions concerning
specificafions, warranty, Government Propefly. indemnity against
third-party claims. royalties and infringement, intellectual
property rights and accounts and audit shall survive the expiry
of the Contract or the termination of the Contract for
default, for convenience, pursuant to subsection 12(6)
(Excusable Delay), or by mutual consent, as shall any other
provision of the Contract which, by the nature of the rights
or obligations set out therein, might reasonably be expected to
be intended to survive.
9601 34 (04/01/94) Severability
if any provision of the Contract is declared by a court of
competent jurisdiction to be invalid, illegal or unenforceable,
such provision shall be severed from the Contract and all other
provisions of the Contract shall remain in full force and effect.
9601 35 (04/01/94) Successors and Assigns
The Contract shall enure to the benefit of, and shall be
binding upon, the successors and permitted assignees of
Canada and of the Contractor.
9601 36 (04/01/94) Entire Agreement
The Contract constitutes the entire and sole agreement
between the parties with respect to the subject matter of
the Contract and supersedes all previous negotiations.
communications and other agreementS, whether written or
oral, relating to it, unless they are incorporated by reference
in the Contract. There are no termS, covenants, representations,
statements or conditions binding on the parties other than those
contained in the Contract.
9601 37 (06/06/94) Certification - Contingency Fees
1. The Contractor certifies that it has not directly or
indirectly paid or agreed to pay and covenants that it will
not directly or indirectly pay a contingency fee for the
solicitation, negotiation or obtaining of this Contract to
any person other than an employee acting in the normal course
of the employee's duties.
2. All accounts and records pertaining to payments of fees
or other compensation for the solicitation, obtaining or
negotiation of the Contract shall be subject to the Accounts
and Audit provisions of the Contract.
3. if the Contractor certifies falsely under this section
or is in default of the obligations contained therein, the
Minister may either terminate this Contract for default in
accordance with the termination for default provisions of
the Contract or recover from the Contractor by way of reduction
to the Contract Price or otherwise the toll amount of the
contingency fee.
4. In this section:
"contingency fee" means any payment or other compensation
that is contingent upon or is calculated upon the basis of a
degree of success in soliciting or obtaining a government
Contract or negotiating the whole or any part of its tcnns;
"employee" means a person with whom the Contractor has an employee
to employee relationship;
'tperson" includes an individual or group of individuals, a
corporation. a partnership- an organization and an association and,
without restricting the generality of the foregoing, includes any
individual who is required to file a return with the registrar
pursuant to section 5 of the Lobbyist Registration Act R.S.
1985 c.44 (4th Supplement) as the same may he amended from time
to time.
SUPPLEMENTAL GENERAL CONDTIONS - CANADIAN GOVERNMENT CLAUSE
FLOWDOWNS
A.4 Defence Contract
This subcontract is in support of a Canadian defence contract
within the meaning of the Defence Production Act and shall be
read accordingly.
A.6 Title to Property
This subcontract in support of a Canadian defence Contract
within the meaning of the Defence Production Act. In accordance
with the provisions of section 20 of the ActE title to any
Government Issue (as defined in that Act) furnished or made
available to the Contractor, or obtained or constructed by the
Contractor with money proved by Canada, remalns vested or vests
in Canada free and clear of all claims, liens, charges and
encumbrances and notwithstanding any law in force in any province
of any territory of Canada but subject to the provisions of the
Contract. Canada is entitled at any time to remove, sell or
dispose of the Government Issue.
B.1 1 Government Furnished Equipment
a. "Government Furnished Equipment" or "OFE" means any equipment,
other than Government Supplied Material (OSM), which is the
property of tbe Government and which the Government has agreed
under the Contract to deliver or have delivered, or make available
or have made available, to the Contractor for the Contractor's use
in performing the Work as described in the Statement Of Work.
b. Conditions for the provision of Government Furnished
Equipment to the Contractor include the following:
1, that the Contractor shall have submitted a request,
in writing to the Contracting Authority,
ii, that the Department of National Defence shall have
agreed to provide the requested OFF, and
iii. that the Contractor shall have submitted properly
certified loan agreements(s).
x. XXX will be loaned to the Contractor using, and upon
the terms and conditions set out in form DSS-MAS 7118'
The Contractor shall prepare and sign the loan agreement
form and forward the original and four (4) copies to the
Contracting Authority and two copies to the local CFQAR
representative.
d. The Contractor shall be responsible for packaging, packing
and niarking of GEE when it is returned to the Government.
e. DND loaned equipment shall be properly maintained by the
Contractor in accordance with terms detailed in the General
Conditions and in the Loan Agreement (Form DSS 7118). The
exercise of such responsibility is subject to verification by
the Quality Assurance Representative (QAR) who will also
authorize. as necessary, repair andlor modifications to
such equipment as a charge to the Contract.
B. 14 special Prodnetion Tooling and Test Equipment
1. The Contractor shall provide the production tooling
and test equipment required to perform the Work under
this contract. The Coniractor shall submit a list of the
tooling and test equipment that is to be procured or
manufactured for this contract within 90 days from the
Contract award date.
2. The Contract shall take reasonable and proper care
of the tooling. During the course of the contract, maintenance
and replacement shall be at the Contractor's expense.
3. Title to the tooling and any replacement shall vest in
Canada and shall remain so vested at all times.
4. The Contractor shall give written notice to Production
Assets Management Services, Aerospace. Marine and Electronics
Systems Sector, Department of Public Works and Government
Services, Ottawa, Ontario, IClA 055 at least sixty (60) days
before the date when the tooling will no longer be required
for use in the performance of any contract with Canad& if the
tooling at no direct cost to Canada for a period of ninety
(90) days from the contract completion date. if inhibiting,
packaging and crating charges are Involved, then these will
be the subject of a new contract with this Department.
5. Each item of production tooling shall be identified as
Canada property by affixing a plate) or by etching or stamping.
Such plate or marking shall include reference to the Department
of Public Works and Government Services File Number and Contract
Number as well as tool number to identify the individual item.
6. As a prerequisite to payment for the tooling, the Contractor
shall submit an inventory of the tooling verified by Statutory
Declaration made before a Notary Pubic or a Commissioner for
Authority, which shall contain the following particulars:
(a) the Contractor's name;
(b) date and reference numbers of the contract;
(c) supplies or components in the manufacture of which the tooling
is used; quantity, tool or item number (reference subsection 5
above), production part number to which the tool relates and a
brief description of the tool; and, (d) price of each item of
production tooling, where available, and the total amount.
7. The original two (2) copies of the tooling inventory
(verified as provided above) are to be subrnitted tot he
Production Assets Management Services, Aerospace. Marine
and Electronics Systems Sector, Department of Public Works and
Government Services. Ottawa, Ontario, KIA 0SF, and one (I)
copy is to be forwarded to the Contracting Authority.
D.3 Dangerous goods/Hazardous Products
1. Dangerous goods/Hazardous Products - material which is
classified as dangerous/hazardous shall be marked:
(a) shipping container- in accordance with the Transportation
of Dangerous Goods Act: and
(b) Immediate product container in accordance with the
Hazardous Products Act.
2. Bilingual Material Safety Data Sheets (2 copies) indicating
the NATO Stock Number shall be provided as follows
(a) one (1) copy to be enclosed with the shipment, and
(b) one (1) copy to be mailed to:
National Defense Headquarters
Mgen Xxxxxx X. Pearks Building
101 Colonel By Drive
Ottawa, Ontario KIA 0K2
Attn.: D Sup 24-6
3. It is the responsibility of the Contractor to ensure proper
labeling and packaging in the supply and shipping or hazardous
and dangerous goods to the Government of
Canada.
4. All merchandise labels are to be clearly marked with
the percentage of volume that is a hazardous item. Failure
to do so will result in the Contractor being held responsible
for damages caused in the movement of goods by government vehicles
or government personnel.
5 Canada shall not be held liable for any damages caused by
improper packaging labelling or carriage of goods/products.
6. Suppliers must ensure they adhere to all levels of regulations
regarding dangerous goodslhazardous products as set forth by
federal, provincial and municipal laws, by-laws and acts of
Parliament.
7. suppliers of dangerous goods must contact the consignee
(i.e. Supply Depot Traffic Section) at least 48 hours prior to
shipping in order to schedule a receiving time.
F.1 International Sanctions
1. Persons and companies in Canada are bound by economic sanctions
imposed by Canada be regulafions passed pursuant to the United
Nations Act, R.S.C 1985. C. U-2, the special Economic Measures Act,
SEC. 1992, c. 17, or the Export and Import Permits Act, R.S.C.
1985. c EEl9. As a result, the Government of Canada cannot accept
delivery of goods or services that originate, either directly or
indirectly. from the countries subject to economic sanctions At
the time of contract award the following regulation implernent
economic sanctions:
(a) United Nations Iraq Regulations;
(b) United Nations Libya Regulations;
(c) United Nations Federal Republic of Yugoslavia
(Serbia and Montenegro) Regulations.
2. It is a condition of this Contract that the Contractor
not supply to the Government of Canada any &oods or
services which are subject to economic sanctions as described
in paragraph 1. above.
3. During the performance of the Contract should the additional
of a country to the list of sanctioned countries or the
additions of a good or service to the list of sanctioned
goods or services cause an impossibility of performance
for the Contractor, the situation will be treated by the
Parties as a force majeure. The contractor shall forthwith
inform Canada of the situation; the procedures applicable to
force majeure shall then apply.
X.0 X0X0X Xxxxxxxx - Goods
I. The Contractor warrants that:
a) all hardware,, software andlor firmware products delivered
individually, or
b) hardware. software and firmware products delivered in
combination as an integrated system under this Contract,
as the case may be, shall meet the contractual requirement
so as to accurately and automatically process any and all date
and date-related data including, but not limited to calculating,
comparing, and sequencing and that such date-related processing
will take into consideration leap year calculations when used in
accordance with the documentation provided by the Contractor
and accepted by Canada.
2. To that end, the contractor also warrants that
date-related processing will not in any way, prevent
hardware, software or firmware from conforming to the
requirement of the contract prior to, during, or
after the year 2000. Canada may; at no additional cost,
require the Contractor, at time of acceptance, to demonstrate
compliance andlor compliance techniques and test procedures it
intends to follow in order to comply with all of the
obligations contained
herein.
3. The obligations contained herein apply to the
products delivered by the Contractor an its subcontractor(s)
involved in the performance of this Contract.
4. The warranties contained herein are separate and
discrete from any other warranties specified in this Contract,
and are not subject to any disclaimer of warranty which may
be specified in this Contract, its appendices, its schedules,
its annexes or any document incorporated in this Contact by
reference. The warranties contained herein are subject
to any limitation of the Contractor9s liability specified
in the Contract.
5. The warranties contained herein shall not apply where
a modification has been made to a deliverable provided under
this Contract by a party other than the Contractor or a
subcontractor or a party approved in writing by either of them.
6. Notwithstanding the foregoing. the provtsions set out In
the applicabte Supplemental General Conditions, if any, under
the section entItled "Warranty" apply
7 The warranties contained herein shall have a term
extending either:
(a) to June 30,2000, or,
(b) for a period of six months following acceptance of
the hardware, software and/or firmware, whichever is later date
Attachment D
Section 2
Prime Contract flow Asides of Agreement
9.0 QUALITY ASSURANCE
9.1 MI work shall be subject to Government Quality Assurance
(GQA) at the Subcontractor's facility or that of the
subcontractor(s) and at the installation site by the Director
General Quality Assurance, Department of National Defence,
XXxx Xxxxxx R. Pcarkes Building, 101 Colonel By Drive, Ottawa,
Ontario KIA OKI or an .. other designated Canadian Government
Quality Assurance Representative. hereinafter referred to as
the QAR.
9.2 Agency or QAR with whom the Subcontractor mast make
arrangements for OQA. This will normally be the Agency/QAR
performing GQA in the Subcontractor's facility or area. if
the Subcontractor has not been contacted within 45 working
days of award of this subcontract, the Subcontractor shall
notify the Contracting Authority.
9.3 The Subcontractor is responsible for perforating,
or having, performed, all inspections and tests necessary
to substantiate that the material or service provided conforms
to the subcontract requirements.
9.4 The Subcontractor shall provide, at no additional
cost to the price of the Subcontract, applicable test data,
subcontractor technical data, test pieces and samples as may
reasonably he required for the QAR to verify conformance to
the subcontract requirements. The subcontractor shall
forward at its own expense such technical data, test data,
test pieces and samples to up to one location as the QAR may
direct.
9.5 Quality Control. Inspection, and Test Records that
substantiate conformance to the specified requirements,
including records of Corrective actions, shall be retained by
the Subcontractor for three (3) years from the date of completion
or termination of the Subcontract and shall be made
availabe to the DND/QAR upon request.
10.0 QUALTTY CONTROL
Assistance for Government Quality Assurance (OQA)
The Subcontractor shall provide the Quality Assurance
Representative (QAR) with the accommodation and facilities
required for the proper accomplishments of OQA and shall provide
any assistance required by the QAR for evaluation, verification.
validation, documentation or release of product. The QAR shall
have the right of access to any area of the Subcontractor's or
itssubcontractor's facilities where any part of the Work is being
pedo anal. The QAR shall be afforded unrestricted opportunity
to evaluate and verify Subcontractor compliance with Quality
System procedures and to validate produdt conformance with the
Subcontract requirements. The Subcontractor shall make available
for reasonable use by the QAR the equipment necess&y for all
validation purposes. Subcontractor personnel shall he made
available for operation of such equipment as required.
When the QAR determines that GQA is required at a
subcontractor's facilities, the Subcontractor shall provide
for this in the purchasing document and forward copies to the
QAR, together with relevant technical data as the QAR may request.
The Subcontractor shall notify the QAR of non-conforming
product received from a subcontractor when the product has
been subject to GQA.
11 GOA AT SOURCE/RELEASE DOCUMENTS
Material is to he released for shipment using the release
documents as documented in the Subcontractor's proposal which
include letters of Acceptance (endorsed by the Canadian
Government) and letters of Verification, both properly endorsed
by the Subcontractor's Quality Assurance Representative. Material
is to be released for shipment using these forms as long, as
these documents contain the same information as would be provided
in a DD 250 and if it is acceptable to the QAR. Release document(s)
shall be prepared by the Subcontractor.
12 STANDARDS SPECIFICATIONS AND DRAWINGS
Copies of Canadian Standards. Specifications and Drawings
required are available from the Contractor.
13. MILITARY NOMENCLATURE AND DENTIFICATION PLATES
The Subcontractor shall prepare nomenclature data (or confirm
existing data) in accordance with DND Specification
D-O1-()()0-2O()ISF4)()l, or ML-STD-196D, for System #1. Boat
and SOIT Modiflcation Kits and the new Fire Control Consoles.
To ensurt timely processing necess&Y documentation should
be submitted at the earliest opportunity, but in any event not
later than ninety (90) days prior to the delivery of the equipment.
The Subcontractor shall arrange for the design and manufacture
of identification plates, in accordance with DND Standard
1, for System No. I, Boat and SOTT Modification
Kits. and the new Fire Control Consoles and all units thereof.
These plates arc required to be affixed prior to delivery of the
equipment. Identification plate drawings are to be submitted for
approval prior to production. Any queries, drawings and documentation
regarding nomenclature and identification plates are to be
referred to the Contractor.
venfication by government audit, at the Minister's discretion1
before or after
payment is made to the Subcontractor under the terms and
conditions of the Subcontract. if the said audit demonstrates that
the certification is in error, it is agreed that the Subcontractor
shall make repayment to Canada in the amount found to be in excess
of the lowest price.
Attachment H
SUBCONTRACT 198422
Vendor Shipping Procedural Instructions
For Shipments to the United States
INTRODUCTION
The Shipping Procedural Instructions (SF1) provides instructions
to non-U.S. vendors on how to prepare shipments and documents
for Importing into the United States.
OVERALL RESPONSEBILITIES
The SPI contains information on invoice preparation. Other documentation
required, case marking, hazardous materials, Lockheed Xxxxxx Corporation
(LMC) authorized U.S. import brokers, authorized routings to the
United States, xxxxxxxx, etc. Following the instructions in the
SPI will ensure that importation of goods will be as effortless and
timely as possible.
About this Document:
Do not use these shipping Instructions Lockheed Xxxxxx Corporation
Manassas or supported by Manassas are not the Importer at Record.
This document contains instructions for non-U.S. vendors who are
shipping their goads to a U.S, Lockheed Xxxxxx Corporation
purchasing location and/or vendor location.
Use these instructions only if Lockheed Xxxxxx Corporation is
the Importer of Record. The Import of Record is in the "Invoice-to"
area of an invoice. The Importer of Record is responsible
for paying for the goods an/or the import charges.)
If Lockheed Xxxxxx Corporation is the Importer of Record,
import all goods (regardless of value) through
a Lockheed Xxxxxx Corporation authorized Import broker
and route these goods through the ports.
If the seller is the Importer of Record, send the shipment
to the appropriate U.S. representative. The representative will
arrange the shipments delivery and handle the importing
costs and responsibilities.
If you need additional information, use one of the following references
* For information about shipping goods -
contact an international trade organization (such as
the International Chamber of Commerce), your
government authorities, or the nearest U.S.
Consulate.
* The Lockheed Xxxxxx Corporation ordering location.
1.10 Non-U.S Vendor SPI
This document provides information related to shipping goods
to a U.S. Lockheed Xxxxxx Corporation
purchasing location. The six topics Included in this document are:
* Section 1.20 * Marking of Goods country of Origin
* Section 1.3O * Handling an Assist
* Section 1.40 * Packing the Goods
* Section 1.50 Insuring the Goods
* Section 1.60 * Shipping the Goods
* Section 1.70 * Temporary Import Bond
1.20 Marking of Goods -Country of Origin
U.S. Customs regulations require every article of
foreign origin (or its container) imported into the United
States be marked in a conspicuous place, as legibly, indelibly
and permanently as the nature of the, article (or its container)
will permit, in such manner as to indicate to the
"ultimate purchaser' in the U.S.the English name of the article's
country of origin at the time of importation into the customs territory of
the U.S. The "ultimate purchaser" is generally the last person
in the U.S. who will receive the article in the
form in which ii was imported.
Reference Title 19 CFR 134.1
Country of origin marking requirements are described below:
* Finished products must be marked using the phrase "Made in ________
"Assembled in _________ or similar wording.
Finished products include:
- Machines (whether imported as a machine type or parts)
- Supplies (ribbons, diskfiles, cartridges, etc.)
- Major peripheral equipment (displays. keyboards. conssoiles, etc.)
- Software
- Publications
* Sub-products must be marked with the country of origin on either
the article itself or on the immediate container.
The immediate container is the package. bag, box, carton,
etc., closest to the sub-product.
sub-products include:
- Modules Pans
- Components
Sub-assemblies
Note: Normally, the country lo origin is marked on the sub-product
or on the sub-product's immediate container. However,
in special aftuations, the country Of origin can be marked
on a higher level of packaging.
For example, if you were shipping modules that were packed
in reusable plastic tubes, the tubes
would not be suitable as shipping containers. So,
you would ship the tubes in a white box and
print the pan number and quantity' on the box. In this
situation. the country of origin could be
marked on the white box. The marking on the box must
state the "Contents made in
Containers made in ______ or similar wording to identify
the country of origin of the modules and
the reusable tubes.
If you can not xxxx the country of origin on a sub-product or
its container. contact the Lockheed Xxxxxx Corporation receiving
location for guidance. - - -
Non-produdion goods-
Because of an exception in the U.S, Customs regulations,
non-production goods for use or consumption within Lockheed
Xxxxxx Corporation do not have to be marked with country of
origin. Crhis includes the article itself. its immediate
package, or its container.) Non-production goods are articles
that Lockheed Xxxxxx Corporation Is not in the business of
selling to others (such as tools, test equipment, cleaning
supplies, office supplies, etc.).
Note, even though Lockheed Xxxxxx consumes the material
internally, if the material is TSCA regulated Lockheed Xxxxxx
is still considered the importer of record and all appropriate
paperwork is still required. Contact the procurement agent
for additional information.
The country of origin must appear on the invoice.
The shipper must ensure that the country of origin on
the invoice is the same as the country of origin
marked on an article (or the container).
1.30 Handling an Assist
Reference Title 19 CFR 152.102
An "assist' means any of the following, it supplied directly or
indirectly (either tree of charge or at a
reduced cost) by the buyer of imported merchandise
for use in connection with the production or the sale
of merchandise for export to the United states.
1. Materials, components, parts, and similar items incorporated
in the imported merchandise
2. Tools, die molds, and similar items used in the
production of the imported merchandise
3. Merchandise consumed in the production of
the imported merchandise
4. Engineering, development, artwork. design work, and
plans and sketches that are undertaken outside of the U.S.
and are necessary for the production to the Imported merchandise
Do not treat any service or work in this category as an assist
if that service or work meets all three of
the following crtteria:
* The service or work is performed by an individual domiciled
in the U.S.
* The service or work is performed by that individual
while acting as an employee or agent of
the buyer of the irriponed merchandise
* The service or work is incidental to other engineering,
development, artwork, design work, or plans or sketches that
are undertaken in the U.S.
When any of these assists are provided and not included in the
Invoice price of the goods, you must declare the assist to U.S
Customs as a separate flne flern on the commercial invoice. Records to
substantiate assist must be kept by the invoicing vendor.
Notes:
* Treat money given to a vendor for buying any of these items as an assist.
* when a Lockheed Xxxxxx Corporation engineer travels to a
foreign country for engineering or development work,
the foreign travel may qualify as an assist. (See
the description about engineering in the list above.)
Assist Value
Reference Title 19 CER 152.103 - 152.108
In determining the value of an assist, the following general rules apply:
* The value is either:
- The cost of acquiring the assist - if acquired by the location
providing the assist
- The cost of producing the assist - if produced by the location
providing the assist
* The value includes all costs of transporting the assist to
the place of productionE and the duty
incurred on an assist when it arrives in the foreign location
(If the UES. location providing the assist pays for the
freight charges and duty').
* The value should reflect depreciation of the assists that were
used by the importer before being shipped abroad or on the other hand.
the value should reflect the enhancement if the assist were modified
or repaired resulting in an increase in value. Assists. which can
depreciate or increase in value. are tangible items such as
tools, dies, molds, test equipment, and other. related items.
* In the case of engineering, development. artwork, design works,
and plans and sketches undertaken outside at the U.S the value is
determined by;
- The cost of obtaining copies of the assist provided the
assist is publicly available.
- The cost of the purchase of the lease, if the assist was
bought or leased by the importer from an unrelated party.
- The value added outside the U.S., is a joint effort involving
the U.S. and one or more foreign countries, existed in the
production of the assist.
Declaring the Assist on the First Shipment
Declaring the assist on the first shipment is the preferred
method. It is acceptable to Customs and it is
easy to track and control.
* The U.S. Lockheed Xxxxxx Corporation location giving the assist
has the responsibility to notify the shipping country with the
following information:
- Assist number
- Assist value (normally in U.S. dollars but may be in non-U AS.
currency)
- Assist purchase order (P0) number or intercompany agreement
(ICA) number that the assist
was given on
* include all of the assist information on a separate line of
your first export invoice and dollar the
total assist for the part number. The following must be
included on the assist declaration.
- Assist value
- Assist Poor CA number
If you plan to declare an assist and you do not have
all of this assist information, contact the person who
placed the order. If this information is not on the export
invoice, your goods will be held at the UES. port of entry.
A few guidelines about the export invoice are:
The assist value should normally be expressed in U.S. dollars
(unless the U.S. location requests the value be stated in a
different currency). Always use the assist value given by
the U.S. location. Do not list the assist value in two different
currencies (e.g., U.S. dollars and yen). If you think
that the U.S. location has given you an incorrect assist value,
contact the person who placed the order.
- Do not declare supplemental payments as an assist.
Prorating the Assist Value
Prorating the assist value means taking me assist value and
declaring the value over multiple shipments
rather than declaring it in a lump sum on the first
invoice. This method of assist declaration requires prior
approval by U.S. Customs. You should only prorate an assist
if so instructed by the U.S. location, and the
value should be notated on the invoice as instructed by
the U.S. location. The assist value (prorated) and
the assist PO/ICA number are still required on your
export invoice.
Note: Component assists may be declared as they are used instead
of lump sum declaration. This is not considered prorating the
assist and does not require U.S. Custom's approval.
For any questions or concerns about the U.S. assist
process, contact the ordering location.
1.40 Packing the Goods
This section contains information about package labels and
package documentation. If you need specific
packing instructions, contact the U.S. Lockheed
Xxxxxx corporation receiving location for guidance.
Package Labels
The following sections provide detailed information about the
labels that are used on a package that is
exported to the United States. These labels include:
shipping labels, and carton labels.
Shipping Labels
An example of a shipping label is shown in Frigure 4,
A shiping label is sometimes called an 'address
label".
TO: Lockheed Xxxxxx Corporation
do Xxxxx Customs Brokers
00000 xxxxxx Xxxxx, Xxxxx 000
Xxxxxxxx, Xx. 2016$
FOR: Lockheed Xxxxxx corporation
0000 Xxxxxx Xx.
Dock B
Manassas, VA. USA 20110
ATTENTlON: Xxxx Xxx
Figure 4. Shipping Label Example
The areas shown in figure 4 are described below:
TO:
FOR:
ATTENTION TO:
The address of the appropriate broker (see Temporal Broker? on pagel2).
The address of the final U.S. receiving location.
The name of the person receiving the goods.
Place the shipping label on the front of the case.
Include the complete shiping to address from the
commercial invoice on the shipping label.
Carton Labels
Each carton must have a carton label that identities the
contents of the carton. A carton label is also
called a "package label."
Figure 5 shows an example of a canon label.
Lockheed Xxxxxx Corporation Part number 1876578
E/C level 776123
Package quantity'
Country of Origin United Kingdom
Package Documentation
Reference, Title 19 CFR 141.81-141.92
Each package must contain speoific documentation. The requirements
for this documentation are explained in the following sections.
General Requirements
This section describes the documents that are required
in each package. II any documents are missing or incorrect,
U.S. Customs will hold your shipment at the port of entry.
Some general documentation guidelines are:
* Prepare all documents in English.
* For truck and air shipments - Place all documents in an
envelope addressed to the consignee specified in
"1.60 Shipping the Goods". Attach the envelope to the
truck xxxx folding or air waybill that is sent with the
shipment.
* For ocean shipments - Send all documents by Express
airmail to the consignee specie in "1.60 Shipping the
Good? on page 11.
The documentation requirements for each package are
explained below:
* commercial Invoice - S copies (no exception). See
"Commercial Invoice Requirements" on
page Sort detailed information about commercial
invoices.
* Packing List - 1 original. The packing list must
be in an envelope and attached to (or inside)
the first package or case for each purchase order.
If the placing list is inside a package or
case, stamp the outside the "PACKING LIST ENCLOSED.-
Use any accepted format to list the content and
quantities of each package or case without prices.
Include all of the information on the oommercial
invoice except cost.
If the commercial invoice does not itemize the
contents of each package, include 3 copies of
the packing slip with the other documents.
Certificate roiling- 1 original and a copies are
required. For shipments from Canada Reference Title
19 CPA 141.81- 141E92
* Hazardous Materials certificate- For hazatdous
materials, give the required original documents to
the carrier and send I copy of the certificate with
the other shipping documents.
Air waybill- 2 copies for air shipments
e Ocean Xxxx of Lading - 2 originals. and 2 copies
Truck Xxxx of Lading - I original for truck shipments
from Canada and Mexico only
* U.S. Government documentaion - Obtain any necessary
Food and Drug Administration (FDA) or Federal
Communications Commission (FCC) documents
(if applicable). If 'you have any questions, contact
the Lockheed Xxxxxx Corporation buying location.
- Shipments of Electronic Products - For ah shipmehts
of electronic products built as a subassembly or
final product. Reference Title 19 CFR 12.90 & 12.91
FDA: Shipments of Laser and flails Products - For
products that could emit hazardous electromagnetic
or particle radiation, you are required to file
regulatory affidavits with the USE. FDA's Center for
Devices and Radiological Health. These affidavits
are required for color and monochrome computer
displays, television receivers, lasers and laser
products, x-ray devices and other products that could
emit hazardous radiations (by nature of high voltage,
high energy, or coherent light properties).
- Before shipping these products, notify the person
placing the order with flight detail and consignee
information.
If you have any questions, contact the Lockheed Xxxxxx
Corporation buying location.
Reference Title 19 CFR 12.118 - 12.127 for Chemicals
* chemicals - For all chemical shipmentsA include a complete
and accurate Toxic Substance
Certification Act (OATS) Certificate with the shipment
documents. All questiqns regarding
whether or not a shipment contains or is a chemical, please
contact the Lockheed Xxxxxx corporation buying location.
This includes epoxies, solders,chemical kits of all kinds,
cleaning supplies, touch paints, etc.
* ARTICLES CONTAINING ANODE MANUFACTURED WITH OZONE DEPLETING
SUBSTANCES:
U.S. Regulations require that articles entered into the U.S.
Commerce as of May 15,1993 and mahufactured using an
Ozone Depleting Substance be labeled accordingly. 40 CFR
Part 82 specifies that such products or their associated
containers or documents mustcontain the statement:.
Consult with your contact at the Lockheed Xxxxxx Corporation
importing location for details on compliance with
this requirement. The site may have requirements that
are in addition to U.S. Regulation.
Commercial Invoice Requirements
You may use any accepted international document format for
international commercial transactions.
Notes:
* The commercial invoice sent with the shiprnent slum be the same
as the invoice sent for payment.
* An INVOICE-TO and SHIP-TO code are required on all invoices.
* If the xxxx in currency is different than the payment currency,
show both curnencies.
Country Home: United States
The fields of the invoice shown in urger S are described below:
INVOICE TO The complete name and address of the location to be billed
INVOICE DATE The date of the invoice (day, month, year)
INVOICE TYPE The type of the invoice - Charge, No Charge,
or Charge/No Charge
INVOICE #
U/M
The number of the invoice (usually pre-printed)
The unit of measure of the product - two-digit numeric code
(e.g., each; pair). Some items (such as chemicals and scalps)
equire additional measurement in information (
TOY The quantity of the product
UNIT COST The cost of each unit (in U.S. dollars)
AMOUNT The total cost of each line item - Quantity x Unit Cost
(in U.S. dollars)
TOTAL VALUE The total value of the items on the invoice
(in U.S. dollars)
The purchasing location must supply the information for these fields
of the invoice:
SHIP TO The codes for the country and location where the goods
will be received.
PART NO.The terms of delivery (e.g., Ex-factory, FOB, etc.)
The description of the product. Provide a complete, accurate, and
detailed description of each item. Use complete names. Do not use
acronyms.
The pan number of the product. Provide either an Lockheed Xxxxxx
Corporation pan number (example: 7362487) or an Lockheed Xxxxxx
Corporation machine type/model number- If you are using a machine
type/model number, list it as follows:
* Machines with a serial number: 8565 001
(serial number)
* Machines without a serial number: Add a
'E" prefix to the machine type: ES565 001.
If available, use the top-level part number
instead of the machine type (model). Do
not list items identified
by machine (model) on the same invoice
as items identified by
part number.
* Non-Lockheed Xxxxxx Corporation product
number or vendor part
number. Add a "VEND prefix to the number
to identify that the number is a non-Lockheed
Xxxxxx Corporation
number.
Measurement Information
Chemicals (dry)
Chemicals (liquid)
Unit Measurement
Kilograms
Liters
Kilograms
Kiloarams
Carats
bid meters
a. 5.5, 8Eo
Meters
Kilograms
Meters
Optical fiber cables Length
Paper products Weight Kilograms
Photographic film and plates Clause area Square meters
Plastic plate and films Surface area Square meters
Plastics weight Kilograms - --
Plastics Adhesive Tapes Surface area Square meters
weight Kilograms
Precious metals
Radioactive isotopes
V-belts -
vldeotape
Figure 7 Measurement Information
1.50 Insuring the Gods
Do not insure shipments going to a Lockheed Xxxxxx Corporation
location. Lockheed Xxxxxx Corporation has its own insurance for
international shipments. If one of the following circumstances
applies to your goods, contact the Lockheed Final Corporation buying
location before shipping them:
* The value of an invoice(s) shipped on a conveyance exceeds
$100,000,000 us. dollars
* An ocean shipment xxxx of lading that an invoice
value of $100,000,000 or more U.S. dollars
1.60 Shipping the Goods
send the shipment by the mode of transport (air, ocean, or truck)
specified in the purchase order or other instructions from Lockheed
Xxxxxx Corporation. Do not mail, or use courier service. Contact
the Lockheed Xxxxxx Corporation buying location if you can not comply
with the mode of transport specified in the purchase order.
Mode at Transport
The requirements for transportation to supplies and orders by sea
for applicable military contracts is identified in the Department of
Defense Federal Acquisition Regulations (FADS) clauses 252.247-7022.
252.247-7023. and 252.247-7024 (with reference to OAF clause 247.573
and Federal Acqusition Regulation (FAR) clause 47.500).
Generally, these clauses require U.S.-flag vessels to transport any
supplies by sea under the appropriate military contract. In certain
situations, you can forward a request to the Contracting Officer for
authorization of a foreign-flag vessel.
Note: Any routing or carriage contrary to these Federal regulations
could result in tines and/or penalties to Lockheed Xxxxxx Corporation.
If Lockheed Xxxxxx Corporation is the Importer of Record (the invoice
shows that Lockheed Xxxxxx Corporation is paying for the goods and/or
the Import charges), you are required to import the items through a
Lockheed Xxxxxx Corporation authorized import broker. See "Import
Brokers" Figure 12 for a listing of authorized brokers.
Import Brokers
The following is a list of Lockheed Xxxxxx approved Forwarders and
Brokers with Power of Attorney. Only a company from this approved list
can be used. Contact the Broker directly for the correct location
closest to the deliver to site. Contact the ordering location for
updated Brokers list or if help is needed in determining the correct
Broker.
Xxxxx Customs Brokers
00000 Xxxxxx Xxxxx, Xxxxx 000
Xxxxxxxx, XX. 00000
0-000-000-0000
xxx.xxxxxxxxxx.xxx
DHL World wide Express
0000 Xxx Xxxx
Xxxxxx, XX. 00000
0-000-000-0000
xxxxx.xxx.xxx
SAND Corp.
00000 Xxxx Xxxx
Set it 9, Vs. 20166
www.danzas.oom
Nippon Express U.& A., Inc.
281 Pickets Line
Newport News, A. 23603
0-000-000-0000
xxx.xxxxxxxxXxxxxxxx.xxx
Figure 12. Import Brokers
Product Information
Circle International
00000 Xxxxx Xxxxx
Xxxxx 000
Xxxxxxxx, A 20168
xxx.xxxxXxxxxx.xxx
suntan A Cargo
1457 Xxxxxx Store Road
Fetus 101-A
Virginia Beach, A 23465
0-000000-0000
www, unistaraicargo. corn
MASS Cargo
www.rnsas-corn
Reference: Harmonized Tariff Schedule (HTS)
Harmonized Tariff Product Information numbers are required on the
invoice when shipping products to U.S. Lockheed Xxxxxx Corporation
locations. If you need additional information, see the harmonized tariff
schedule or cant the Lockheed Xxxxxx Corporation ordering location.
Invoice Details for Special Conditions
In specific situations, additional information is required on the
commercial invoice. These situations are;
. Articles exported from the US, and returned
* American goods returned: not advanced in value or improved in
condition
* Returned non-American goods: not conforming to sample or
specification
The invoice information required in these situations is described
in the following section.
Articles Exported from the U.S. and Returned
The commercial invoice must state whether or not the article was
originally exported from the United States to your country for
temporary use.
If the shipment was registered when it was exported from the
United States, include the registration number and the port where
the goods were registered.
American Goods Returned: Not advanced in Value or improved in Condition
In addition to the U.S. export details, invoices for American
goods returned must contain the statement
"American Goods Returned."
The value of the returned articles exceeds $1000, the invoice
must also contain a declaration that the articles listed on the
invoice has an American origin and has not been improved while
abroad. The declaration must be written as follows:
____________ declare that to the best of my knowledge and
belief, the articles herein specified are products of the U.S.,
that they are returned without having been advanced in value or
improved in condition by any process of manufacture or other
means.
Si9nature Date____________
Returned Non-American Good: Not conforming to Sample or Specificatlon
Goods of nouns. non that were exported from the United states and
are being returned to the U.S. may be entered duty-free under the
following conditions:
* The articles wore exported within 3 years flare they were imported
* While abroad. the articles were not advanced in value or improved
in condition by any manufacturing process or other means
* The articles did not conform to sample or specification. Lockheed
Xxxxxx Corporation originally imported the goods and then exported
them. The goods were exported without the advantage of duty drawback.
In addition to U.S. pelf details, the invoice must include the
statement "Returned Goods - Do Not conform to Sample or Specification
and have the following Description:
I declare that the (description of article) was received
by me from (name and address to U.S. exporter). that they have
not been advanced in value or improved in condition by any
process of manufacture or other means and are being returned to
(name and address of the consignee in the U.S.) because they
do not croon to replans or specification for the following reasons:
(State reason why the goods do not meet your specifications).
Signature
Date____________
Goods Returned After Being Used Temporarily
Goods that are returned after they are used temporarily may be
entered without duties (regardless of country of origin), if they
were used for the following purposes:
. Exhibition. examination, or experimentation for scientific or
educational purposes
. Exhibition at any public exposition. fair or conference
The following conditions are required for duty-free entry:
* The goods must be registered when exported from the USE.
* The invoice must include:
The U.S. export details, including the registration number
and U.S. port where they were registered
- The statement "Goods returned after temporary use matador
- The following Description:
________________(Place and Date)
I, _____________ declare that the articles herein were
received by me from (name and address of U.S. exporter): that
the said articles were used solely for temporary scientific or
educational purposes and for no other use abroad than air exhibition,
examination or experimentation; that they are being returned
without having been changed in condition in any manner except by
reason of their bona fide use as follows: (Describe change in
condition.)
Signature
Date___________
Articles Returned After Repairs or Alterations
Articles exported from the U.S. to be repaired or altered are bisect
to duty on the cost or value of the repairs or alterations. The
requirements for these articles
* The goods must be registered when exported from the U.S.
* The invoice must include:
- The U.S. export details, including registration runner and
the port verve registered
- The repair cost and full value of the sod. This value must
be shown even if the repair was done on a changer basis.
- The statement 'Goods returned to the U.S. after being repaired
or altered abroad (KTS 9802.40.40 Program)"
The following Declaration:
_____________ (Place and DAte)
I, ___________ declare that Hi article herein specified are
the articles which, in the condition they xxxx exported from the US,
were received by me (us) on (date) from (name and address of owner or
exporter in the U.S.); that they were received by me (us) for the
sole purpose of being repaired or altered; that only the repairs or
alterations described below were performed by me (us); that the full
cost or fair market value of such repairs
or alterations are correctly stated below;. and the no substitution
whatever has been made to replace any of the articles originally received
by me (us) from the owner or exporter thereof mentioned above.
(Give brief description of repairs/alterations.)
Signature
Date_____________
Metal Articles Exported for Processing and returned to the U.S. for
Further Processing
Metal articles that have been exported for processing and are being
returned to the US for further processing are subject to duty on the
cost or value of the processing performed abroad.
The following requirements apply to these articles:
* The goods must be registered when exported from the U.S.
* The invoice for the processed goods must show:
- The U.S. export details Including the registration number
and the port where registered
- The processing cost and full value of the goods. This value
must be shown even if the processing was done on a no-charge basis.
- The statement "Matte articles returned to the U.S. after being
processed abroad (HTS 9802.06.60 Program)
The following declaration:
_______________(Place and Date)
____________ declare that the article herein specified
are the articles which, in the condition they were exported from
the U.S., were received by me (us) on (date) from (name and address
of owner or exporter in the US-): that they wore received by me (us)
for the sole purpose of being processed: Hit only the processing
described below was performed by me (us); that the full cost or
(when no charge is made) fair market value of such processing is
correctly stated below; and that no substitution whatever has been
made to replace any of the articles originally received by me (us)
from the owner or exporter thereof mentioned above. (Give a brief
description of processing)
American Goods Assembled Abroad
Articles assembled abroad (in whole or in pair) from components
produced in the USE may be eligible for reduced duty under the
following conditions:
* When the components were exported, they were ready for assembly
without further processing.
* The U.S. components have not lost their physical identity by
change in form, shape, or otherwise.
* The U.S. components have not been advanced in value or
improved in condition abroad except by being assembled and except
by operations incidental to the assembly process such as cleaning,
lubrication, and painting.
Duty is paid on the full value of the article less the value
of the U.S. components.
The invoice must include the following information:
* The full value of the assembled article
The value of the U.S. components, using the following statement:
9802.00.80 Program: American Goods Assembled Abroad Value of
U.S. Components: $X.XX times Quantity -- $X.XX
Can a copy of the Declaration of Assembly to the invoice. List all
of the U.S. components and their value on the Declaration of Assembly.
Note: Before the first shipment of the assembled articles, give a
copy of the Declaration of Assembly to U.S. Customs for approval
* A copy of the Declaration of Assembly must be attached to all
shipments.
1.70 Temporary Import Bond
Reference Title 19 CFR 10.31
Only use a BIT if instructed by the Lockheed Xxxxxx Corporation
buying location. If you have any questions, contact that location.
Merchandise imported into the US for test, evaluation, or
exhibition, and subsequently re-exported within one (1) year without
being altered in function or improved in value while in the U.S.,
are entered duty free. Any article imported under ITS provision cannot
be considered for sale or for sale on approval.
The value of the duty paid should be compared to the cost of
implementing the BIT (i.e. customs brokers fees etc.) It may be more
cost effective to pay the duty than to implement a BIT.
Attachment H
SUBCONTRACT 198422
Vendor Shipping Procedural Instructions
For Shipments to the United States
INTRODUCTION
The Shipping Procedural Instructions (SF1) provides instructions
to non-U.S. vendors on how to prepare shipments and documents
for Importing into the United States.
OVERALL RESPONSIBILITIES
The SPI contains information on invoice preparation. Other
documentation required, case marking, hazardous materials, Lockheed
Xxxxxx Corporation (LMC) authorized U.S. import brokers, authorized
routings to the United States, xxxxxxxx, etc. Following the
instructions in the SPI will ensure that importation of goods will
be as effortless and timely as possible.
About this Document:
Do not use these shipping Instructions Lockheed Xxxxxx Corporation
Manassas or supported by Manassas are not the Importer at Record.
This document contains instructions for non-U.S. vendors who are
shipping their goads to a U.S, Lockheed Xxxxxx Corporation
purchasing location and/or vendor location.
Use these instructions only if Lockheed Xxxxxx Corporation is
the Importer of Record. The Import of Record is in the "Invoice-to"
area of an invoice. The Importer of Record is responsible
for paying for the goods an/or the import charges.)
If Lockheed Xxxxxx Corporation is the Importer of Record,
import all goods (regardless of value) through
a Lockheed Xxxxxx Corporation authorized Import broker
and route these goods through the ports.
If the seller is the Importer of Record, send the shipment
to the appropriate U.S. representative. The representative will
arrange the shipments delivery and handle the importing
costs and responsibilities.
If you need additional information, use one of the following
references
* For information about shipping goods -
contact an international trade organization (such as
the International Chamber of Commerce), your
government authorities, or the nearest U.S.
Consulate.
* The Lockheed Xxxxxx Corporation ordering location.
1.10 Non-U.S Vendor SPI
This document provides information related to shipping goods
to a U.S. Lockheed Xxxxxx Corporation
purchasing location. The six topics Included in this document are:
* Section 1.20 * Marking of Goods country of Origin
* Section 1.3O * Handling an Assist
* Section 1.40 * Packing the Goods
* Section 1.50 Insuring the Goods
* Section 1.60 * Shipping the Goods
* Section 1.70 * Temporary Import Bond
1.20 Marking of Goods -Country of Origin
U.S. Customs regulations require every article of
foreign origin (or its container) imported into the United
States be marked in a conspicuous place, as legibly, indelibly
and permanently as the nature of the, article (or its container)
will permit, in such manner as to indicate to the
"ultimate purchaser' in the U.S.the English name of the article's
country of origin at the time of importation into the customs
tertittory of the U.S. The "ultimate purchaser" is generally the
last person in the U.S. who will receive the article in the
form in which ii was imported.
Reference Title 19 CFR 134.1
Country of origin marking requirements are described below:
* Finished products must be marked using the phrase "Made in ________
"Assembled in _________ or similar wording.
Finished products include:
- Machines (whether imported as a machine type or parts)
- Supplies (ribbons, diskfiles, cartridges, etc.)
- Major peripheral equipment (displays. keyboards. conssoiles, etc.)
- Software
- Publications
* Sub-products must be marked with the country of origin on either
the article itself or on the immediate container.
The immediate container is the package. bag, box, carton,
etc., closest to the sub-product.
sub-products include:
- Modules Pans
- Components
Sub-assemblies
Note: Normally, the country lo origin is marked on the sub-product
or on the sub-product's immediate container. However,
in special aftuations, the country Of origin can be marked
on a higher level of packaging.
For example, if you were shipping modules that were packed
in reusable plastic tubes, the tubes
would not be suitable as shipping containers. So,
you would ship the tubes in a white box and
print the pan number and quantity' on the box. In this
situation. the country of origin could be
marked on the white box. The marking on the box must
state the "Contents made in
Containers made in ______ or similar wording to identify
the country of origin of the modules and
the reusable tubes.
If you can not xxxx the country of origin on a sub-product or
its container. contact the Lockheed Xxxxxx Corporation receiving
location for guidance. - - -
Non-produdion goods-
Because of an exception in the U.S, Customs regulations,
non-production goods for use or consumption within Lockheed
Xxxxxx Corporation do not have to be marked with country of
origin. Crhis includes the article itself. its immediate
package, or its container.) Non-production goods are articles
that Lockheed Xxxxxx Corporation Is not in the business of
selling to others (such as tools, test equipment, cleaning
supplies, office supplies, etc.).
Note, even though Lockheed Xxxxxx consumes the material
internally, if the material is TSCA regulated Lockheed Xxxxxx
is still considered the importer of record and all appropriate
paperwork is still required. Contact the procurement agent
for additional information.
The country of origin must appear on the invoice.
The shipper must ensure that the country of origin on
the invoice is the same as the country of origin
marked on an article (or the container).
1.30 Handling an Assist
Reference Title 19 CFR 152.102
An "assist' means any of the following, it supplied directly or
indirectly (either tree of charge or at a
reduced cost) by the buyer of imported merchandise
for use in connection with the production or the sale
of merchandise for export to the United states.
1. Materials, components, parts, and similar items incorporated
in the imported merchandise
2. Tools, die molds, and similar items used in the
production of the imported merchandise
3. Merchandise consumed in the production of
the imported merchandise
4. Engineering, development, artwork. design work, and
plans and sketches that are undertaken outside of the U.S.
and are necessary for the production to the Imported merchandise
Do not treat any service or work in this category as an assist
if that service or work meets all three of
the following crtteria:
* The service or work is performed by an individual domiciled
in the U.S.
* The service or work is performed by that individual
while acting as an employee or agent of
the buyer of the irriponed merchandise
* The service or work is incidental to other engineering,
development, artwork, design work, or plans or sketches that
are undertaken in the U.S.
When any of these assists are provided and not included in the
Invoice price of the goods, you must declare the assist to U.S
Customs as a separate flne flern on the commercial invoice.
Records to substantiate assist must be kept by the invoicing vendor.
Notes:
* Treat money given to a vendor for buying any of these items as
an assist.
* when a Lockheed Xxxxxx Corporation engineer travels to a
foreign country for engineering or development work,
the foreign travel may qualify as an assist. (See
the description about engineering in the list above.)
Assist Value
Reference Title 19 CER 152.103 - 152.108
In determining the value of an assist, the following general
rules apply:
* The value is either:
- The cost of acquiring the assist - if acquired by the location
providing the assist
- The cost of producing the assist - if produced by the location
providing the assist
* The value includes all costs of transporting the assist to
the place of productionE and the duty
incurred on an assist when it arrives in the foreign location
(If the UES. location providing the assist pays for the
freight charges and duty').
* The value should reflect depreciation of the assists that were
used by the importer before being shipped abroad or on the other hand.
the value should reflect the enhancement if the assist were modified
or repaired resulting in an increase in value. Assists. which can
depreciate or increase in value. are tangible items such as
tools, dies, molds, test equipment, and other. related items.
* In the case of engineering, development. artwork, design works,
and plans and sketches undertaken outside at the U.S the value is
determined by;
- The cost of obtaining copies of the assist provided the
assist is publicly available.
- The cost of the purchase of the lease, if the assist was
bought or leased by the importer from an unrelated party.
- The value added outside the U.S., is a joint effort involving
the U.S. and one or more foreign countries, existed in the
production of the assist.
Declaring the Assist on the First Shipment
Declaring the assist on the first shipment is the preferred
method. It is acceptable to Customs and it is
easy to track and control.
* The U.S. Lockheed Xxxxxx Corporation location giving the assist
has the responsibility to notify the shipping country with the
following information:
- Assist number
- Assist value (normally in U.S. dollars but may be in non-U AS.
currency)
- Assist purchase order (P0) number or intercompany agreement
(ICA) number that the assist
was given on
* include all of the assist information on a separate line of
your first export invoice and dollar the
total assist for the part number. The following must be
included on the assist declaration.
- Assist value
- Assist Poor CA number
If you plan to declare an assist and you do not have
all of this assist information, contact the person who
placed the order. If this information is not on the export
invoice, your goods will be held at the UES. port of entry.
A few guidelines about the export invoice are:
The assist value should normally be expressed in U.S. dollars
(unless the U.S. location requests the value be stated in a
different currency). Always use the assist value given by
the U.S. location. Do not list the assist value in two different
currencies (e.g., U.S. dollars and yen). If you think
that the U.S. location has given you an incorrect assist value,
contact the person who placed the order.
- Do not declare supplemental payments as an assist.
Prorating the Assist Value
Prorating the assist value means taking me assist value and
declaring the value over multiple shipments
rather than declaring it in a lump sum on the first
invoice. This method of assist declaration requires prior
approval by U.S. Customs. You should only prorate an assist
if so instructed by the U.S. location, and the
value should be notated on the invoice as instructed by
the U.S. location. The assist value (prorated) and
the assist PO/ICA number are still required on your
export invoice.
Note: Component assists may be declared as they are used instead
of lump sum declaration. This is not considered prorating the
assist and does not require U.S. Custom's approval.
For any questions or concerns about the U.S. assist
process, contact the ordering location.
1.40 Packing the Goods
This section contains information about package labels and
package documentation. If you need specific
packing instructions, contact the U.S. Lockheed
Xxxxxx corporation receiving location for guidance.
Package Labels
The following sections provide detailed information about the
labels that are used on a package that is
exported to the United States. These labels include:
shipping labels, and carton labels.
Shipping Labels
An example of a shipping label is shown in Frigure 4,
A shiping label is sometimes called an 'address
label".
TO: Lockheed Xxxxxx Corporation
do Xxxxx Customs Brokers
00000 xxxxxx Xxxxx, Xxxxx 000
Xxxxxxxx, Xx. 2016$
FOR: Lockheed Xxxxxx corporation
0000 Xxxxxx Xx.
Dock B
Manassas, VA. USA 20110
ATTENTlON: Xxxx Xxx
Figure 4. Shipping Label Example
The areas shown in figure 4 are described below:
TO:
FOR:
ATTENTION TO:
The address of the appropriate broker (see Temporal Broker,
on pagel2). The address of the final U.S. receiving location.
The name of the person receiving the goods.
Place the shipping label on the front of the case.
Include the complete shiping to address from the
commercial invoice on the shipping label.
Carton Labels
Each carton must have a carton label that identities the
contents of the carton. A carton label is also
called a "package label."
Lockheed Xxxxxx Corporation Part number 1876578
Package quantity
Country of Origin United Kingdom
Package Documentation
Reference, Title 19 CFR 141.81-141.92
Each package must contain speoific documentation. The requirements
for this documentation are explained in the following sections.
General Requirements
This section describes the documents that are required
in each package. II any documents are missing or incorrect,
U.S. Customs will hold your shipment at the port of entry.
Some general documentation guidelines are:
* Prepare all documents in English.
* For truck and air shipments - Place all documents in an
envelope addressed to the consignee specified in
"1.60 Shipping the Goods". Attach the envelope to the
truck xxxx folding or air waybill that is sent with the
shipment.
* For ocean shipments - Send all documents by Express
airmail to the consignee specie in "1.60 Shipping the
Good
The documentation requirements for each package are
explained below:
* commercial Invoice - S copies (no exception). See
"Commercial Invoice Requirements" on
page Sort detailed information about commercial
invoices.
* Packing List - 1 original. The packing list must
be in an envelope and attached to (or inside)
the first package or case for each purchase order.
If the placing list is inside a package or
case, stamp the outside the "PACKING LIST ENCLOSED.-
Use any accepted format to list the content and
quantities of each package or case without prices.
Include all of the information on the oommercial
invoice except cost.
If the commercial invoice does not itemize the
contents of each package, include 3 copies of
the packing slip with the other documents.
Certificate roiling- 1 original and a copies are
required. For shipments from Canada Reference Title
19 CPA 141.81- 141E92
* Hazardous Materials certificate- For hazatdous
materials, give the required original documents to
the carrier and send I copy of the certificate with
the other shipping documents.
Air waybill- 2 copies for air shipments
e Ocean eiEI or Lading - 2 originals. and 2 copies
Truck Sill of Lading - I original for truck shipments
from Canada and Mexico only
* U.S. Government documentaion - Obtain any necessary
Food and Drug Administration (FDA) or Federal
Communications Commission (FCC) documents
(if applicable). If 'you have any questions, contact
the Lockheed Xxxxxx Corporation buying location.
- Shipments of Electronic Products - For ah shipmehts
of electronic products built as a subassembly or
final product. Reference Title 19 CFR 12.90 & 12.91
FDA: Shipments of Laser and flails Products - For
products that could emit hazardous electromagnetic
or particle radiation, you are required to file
regulatory affidavits with the USE. FDA's Center for
Devices and Radiological Health. These affidavits
are required for color and monochrome computer
displays, television receivers, lasers and laser
products, x-ray devices and other products that could
emit hazardous radiations (by nature of high voltage,
high energy, or coherent light properties).
- Before shipping these products, notify the person
placing the order with flight detail and consignee
information.
If you have any questions, contact the Lockheed Xxxxxx
Corporation buying location.
Reference Title 19 CFR 12.118 - 12.127 for Chemicals
* Chemicals - For all chemical shipmentsA include a complete
and accurate Toxic Substance Certification Act (OATS)
Certificate with the shipment documents. All questions
regarding whether or not a shipment contains or is a chemical,
please contact the Lockheed Xxxxxx Corporation buying location.
This includes epoxies, solders, chemical kits of all kinds,
cleaning supplies, touch paints, etc.
* ARTICLES CONTAINING ANODE MANUFACTURED WITH OZONE DEPLETING
SUBSTANCES:
U.S. Regulations require that articles entered into the U.S.
Commerce as of May 15,1993 and manufactured using an Ozone
Depleting Substance be labeled accordingly. 40 CFR Part 82
specifies that such products or their associated containers
or documents must contain the statement:.
* Consult with your contact at the Lockheed Xxxxxx Corporation
importing location for details on compliance with this
requirement. The site may have requirements that are in
addition to U.S. Regulation.
Commercial Invoice Requirements
You may use any accepted international document format for
international commercial transactions. See Figure 8 on page 9
for a sample of a commercial invoice. Include 5 copies of the
commercial invoice with your shipment.
Notes:
* The commercial invoice sent with the shiprnent slum be the
same as the invoice sent for payment.
* An INVOICE-TO and SHIP-TO code are required on all invoices.
* If the xxxx in currency is different than the payment
currency, show both currencies.
Harmonized Tariff Product Information numbers are
required on the evince when shipping products to
U.S. Lockheed Xxxxxx Corporation locations. If you need
additional information, see the harmonized tariff
schedule or cant the Lockheed Xxxxxx Corporation ordering
location.
Invoice Details for Special Conditions
In specific situations, additional information is
required on the commercial invoice. These situations are;
*Articles exported from the US, and returned
* American goods returned: not advanced in value or
improved in condition
* Returned non-American goods: not conforming to sample
or specification.
The invoice information required in these situations is
described in the following section.
Metal Articles Exported for Processing and returned to
the U.S. for Further Processing
Metal articles that have been exported for processing and
are being returned to the US for further
processing are subject to duty on the cost or value of the
processing performed abroad.
The following requirements apply to these articles:
* The goods must be registered when exported from the U.S.
* The invoice for the processed goods must show:
- The U.S. export details Including the registration number
and the port where registered
- The processing cost and full value of the goods. This value
must be shown even if the processing was done on a no-charge basis.
- The statement "Matte articles returned to the U.S. after
being processed abroad (HTS 9802.06.60 Program)
The following declaration:
_______________(Place and Date)
____________ declare that the article herein
specified are the articles which, in the
condition they were exported from the U.S., were
received by me (us) on (date) from
(name and address of owner or exporter in the US-):
that they wore received by me (us)
for the sole purpose of being processed: Hit only
the processing described below was
performed by me (us); that the full cost or (when no
charge is made) fair market value of
such processing is correctly stated below; and that
no substitution whatever has been
made to replace any of the articles originally
received by me (us) from the owner or
exporter thereof mentioned above. (Give a brief
description of processing)
Attachment I
SUBCONTRACT 198422
Northstar Technical, Inc.
000 Xxxxx Xxxxxx
Xx. Xxxxx XX
X0X 0X0
Attention: Xxxxxx Xxxxxxx
Subject: LMUSS Property Loan Agreement No. 196422-001
Dear Xx. Xxxxxxx:
This letter agreement constitutes a no charge Property Loan
Agreement between Lockheed Xxxxxx Corporation (LMC) acting
through ties Business Unit (hereinafter referred to as LO")
and Northstar Technical, Inc. (hereinafter referred to as
"Cells') sets forth the basic requirements to be observed
by the Seller to maintain and control property listed in
Purchase Order No.198422, dated October 8,1999 refered herto
and made a part hereof by reference. The effective date of
this letter agreement is October 8,1999 and shall remain in
effect until such time as the property is recalled at LMC's
request or is otherwise properly disposed of at LMC's
direction.
The parties agree as follows:
1. Seller acknowledges that the listed items of tooling and
equipment, hereinafter called "equipment", in Sellers
possession, together with all drawings and other
documentation with respect thereto, hereinafter called
documentation'l, are theproperty of LMC. The equipment
has been marked with an LMC identification number.
Seller shall not mortgage, pledge or encumber the
equipment in any way.
2. Whenever requested by LMC, Seller shall return any or
all equipment and documentation to LMC without cost except
that transportation charges shall be billed collect. In
such cases, LMC will pay for reasonable special packing
charges where.appropClate. If for any reason Seller
should fail to comply promptly with such a request,
LMC shall have the right to enter Sellers premises
to remove the equipment and documentation, and Seller
expressly waives any rights or remedies it has with
regard to the LO equipment and documentation,
including but not limited to any right Seller has
to notice and a hearing or to a bond, undertaking,
or surety before a writ of xxxxxx, order of seizure,
or similar writ or order will be issued or become
enforceable.
3. During the time the equipment and documentation
are in its possession, Seller at its own expense shall:
3.1 Develop and maintain the expertise to operate the
equipment independent of LMC and ensure that the equipment
complies at all times with all federal, state
and local governmental safety and other requirements
(including OHS regulations). If Seller determines that
equipment received from LMC tails to
comply with any such requirements, Seller shall
notify LMC, and LMC shall either replace the equipment
or instruct Seller to modify the equipment so that
complies, at LMC's expense.
3.2 Replace or repair all items lost, damaged or destroyed
except to the extent Seller proves to LMC that such loss,
damage or destruction is caused by circumstances
beyond Seller's control. All replacement equipment
and documentation shall become LMC property and shall
be subject to all the terms and conditions of this agreement.
3.3 Seller shall indemnify LMC for, and save LMC
harmless from, all liability and expense, causes of action,
suits and claims of any nature, arising out of or in
connection with Seller's possession, operation, or
maintenance of the equipment or failure of the equipment
to comply with any federal, state, or local governmental
safety or other requirement. However, Seller's indemnity and
save harmless obligation shall not extend to personal jury
liability arising from LMC's own negligence in servicing
or maintaining the equipment identified in Schedule
4. NO WARRANTIES OR REPRESENTATIONS ARE MADE BY LMC WITH
RESPECT TO TH EQUIPMENT OR DOCUMENATATION, INCLUDING THE
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE.
5.LMC reserves the right to inspect the equipment and
documentation at all reasonable times. Seller shall not
move the equipment or documentation to another manutacturing
location or to a supplier's location without the prior written
approval of LMC.
6.Seller shall not alter any equipment in any manner
whatsoever ithout the priorwritten approval of LMC. Further,
Seller shall not purchase, design or fabricate
any additional or replacement equipment for LMC
ownership without the prior written approval of LMC.
7. The equipment shall be used only for work being performed
by Seller for LMC and shall not be used for any other purpose
whatsoever without the prior written approval of LMC.
8. Upon request, Seller shall furnish LMC drawings, photographs,
instructions or such other material as may be necessary
for identification or operation of the equipment.
9.Seller shall inventory all such property at LMC's request.
10.If for any reaps Seller is unable to continue
production. he shall notify LMC immediately and LMC
shall have the right to enter Seller's premises to remove
he equipment and documentation, and Seller expressly
waives any right or remedies Seller has with regard
to the LMC equipment and documentation,including but
not limited to any right Seller has to notice and a
hearing or to a bond, undertaking or surety before a writ
of replebine, order of seizure, or similar
writ or order will be issued or become enforceable.
11. If, in order to perform the work required by an LMC
purchase order, Seller orders from its suppliers any parts,
material or other goods that require the use of any of
the equipment or documentation for their production. Seller
shall be responsible as provided in this agreement for
any of the equipment or documentation which Seller may
loan to its suppliers. Seller shall enter into a loan
agreement with Seller's suppliers that will not diminish
rights nor enlarge LMC's responsibilties, as defined in
this agreement, with respect to the equipment or
documentation loaned by the Seller to its suppliers.
12.Seller shall place the following ownership statement
on all design, process,technical or other documentation
generated by Seller in the performance of work
for LMFS relating to the design, build or
use of the equipment:
"This document is the property of LMC. Its use is
authorized only for responding to a Request for Quotation
or for performance of work for LMC."
13. The terms and conditions of this agreement shall prevail
and take precedence over any inconsistency with or conflicting
provision in any other documents,except as may be
specifically agreed to in writing by LMC.
By acknowledgement of this letter agreement, Seller
agrees that the scope of work required is understood by
the Seller; that there are no informal commitments by LMC,
the Seller or the Government that in any way affect the
work under this agreement; that there are not open or
unresolved issues related to this agreement except as
explicitly stated herein: and that Seller, therefore,
understands and agrees with this letter agreement.
This agreement is executed in duplicate originals
as of the effective date specified on page 1.
This agreement must be signed and returned to LMC
within ten (10) working days after receipt.
BY: /s/Xxxxx x. Xxxx
TITLE. Sr. Subcontract Administrator
DATE:October 18, 1999
SELLER. Northstar Technical Inc.
000 Xxxxx Xxxxxx
Xx. Xxxxx, XX X0X 0X0
Xxxxxx
BY:/s/ Xxxxxx Xxxxxxx
TITLE: CEO
DATE: October 19, 1999
