This Document is included by reference in the following Contract:

BPA ‘XXX”


Special Purchase Agreement

SPA- “XXX-001”

By and Between

CADENCE AEROSPACE - PMW OPERATIONS

("Buyer")

And

(Supplier’s Company Name)
("Seller")


This SPECIAL PURCHASE AGREEMENT (“SPA” or this “Agreement”), entered into and made effective as of the Effective Date, sets forth certain agreements by and between Cadence Aerospace - PMW Operations, a Washington corporation, (hereinafter “PMW” or “Buyer”), having its office and principal place of business at Tacoma, Washington, and (insert company name), a (insert location), (hereinafter “insert company name” or “Seller”) either or both of which may also hereinafter be referred to as the "Party" or "Parties" to this Agreement.

WHEREAS, PMW has entered into a Basic Purchase Agreement, Reference BPA-XXX and intends to enter into a Special Purchase Agreement to furnish to its customers certain Production Articles for commercial aircraft for the Program identified in the Purchase Agreement; and

WHEREAS, the Parties desire to establish the special terms and conditions in addition to BPA XXX (Basic Purchase Agreement) under which Seller will furnish to PMW and PMW will purchase from Seller, requirements for Products, as required to manufacture Production Articles.

NOW, THEREFORE, in consideration of the mutual covenants of each Party herein contained, the Parties hereby agree as follows:

1. This Special Purchase Agreement (“SPA”) and/or Orders may be issued which contain the provisions that when ordered for Release by PMW as hereinafter provided, Seller shall furnish and deliver all Products (including all related supplies, data and reports, and perform the services) described herein, in accordance with the terms and conditions stated in the BPA, the SPA and the Order, at the prices contained in the SPA or Order.

2. Attachments and appendices thereto, are hereby made a part of this Agreement by this reference.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement in duplicate effective as of the Effective Date.

Cadence Aerospace - (insert company name)
PMW Operations, Inc:


By: ______By: ______

Typed Name: Typed Name:

Title: Title:

Date: ______Date: ______


Table of Contents

1.0  Contract Term

·  Option Periods

·  Payment Terms

2.0  Statement of Work

·  Procurement Lead Time

·  Products and Production Articles

·  Unit Price

·  Engineering Reference Definition

3.0  Special Contract Clauses and Quality Flow Down Requirements

·  Program Specific Quality Requirements

·  Controlled Processes and Planning

·  Raw Material Requirements

4.0  Transportation Requirements

·  FOB Terms

·  Special Shipping and Handling Instructions

5.0  Additional Agreements

·  Non Recurring Charges

·  Property/Tooling Ownership

1.0  Contract Term

1.1 This Special Purchase Agreement is effective from ______to ______-

1.2 Optional Periods of Performance may extend this agreement under the following conditions and requirements:

1.2.1  Not applicable for this agreement

1.3 Payment Terms:

Unless otherwise noted Payment terms are standard 45 days.

2.0  Statement of Work

This Special Purchase Agreement addresses the procurement of the following parts:

Part No. / Dwg No / Dwg Rev / Lead Time / Unit Price

3.0  Special Contract Clauses and Quality Flow Down Requirements

Controlled Processes and Planning

The parts listed below are, in addition to all other requirements, subject to the controlled planning requirements set forth in Customer Requirement.

Part No / Customer Control Requirement

First Article Inspection, AS 9102, per Airbus A1074. Supplier to include a copy of the FAI with parts upon delivery.

This Special Purchase Agreement includes by reference the following documents and requirements in their entirety:

Al-GRAMS-L000501-C GRAMS Commitment
AI-GRAMS-320101-C Ensure access to supplier’s or Subcontractor’s premises to conduct
audit/assessment

Al-GRAMS-320201-C Quality Management System compliance with IAQG standard
9100 series

Al-GRAMS-L320204-C Copies of certificates/approvals

Al-GRAMS-L320206-C Questionnaire completed when provided by the Purchaser

Al-GRAMS-320301-C Material/ source couples qualified by Airbus

Al-GRAMS-L320318-C Planning of FAI

Al-GRAMS-L320319-C First Article Inspection reports

Al-GRAMS-320403-C Process control

Al-GRAMS-320404-C Identification, Traceability and Configuration Management

Al-GRAMS-320409-C Rejection rate: if significant deviation, follow the rules for Non-
conformities and Root Causes

Al-GRAMS-400406-C Comply with delivery schedule

Al-GRAMS-400703-C Calculate Delivery Performance Indicators

Al-GRAMS-400704-C Review Delivery Performance Indicators
Al-GRAMS-400706-C List of Delays

Al-GRAMS-L400801-C Delays analysis method: 5 WHY, 8D methods …

Al-GRAMS-400802-C Delays and root causes analysis: data collection, correlation,
triggers criteria …

Al-GRAMS-400803-C Perform root causes analysis if delivery performances not
compliant with Purchaser's agreed target

Al-GRAMS-500233-C Non-conformities and root causes analysis: data collection,
correlation, triggers criteria …

Al-GRAMS-500234-C Nonconformity and root cause analysis for any rejection or significant deviation from agreed Quality targets

A1091 Airbus Requirement for the Management of Hazardous Substances
Website:


Airbus AP2190 General Requirements for Aerosctructure & Material Suppliers (GRAMS):

https://w3.airbus.com/crs/GN60/Procurement/eSites/GRAMS/EN/


Raw Material Requirements:

A certification of conformance report and other (requested) associated documentations must accompany each shipment. Original test reports and/or associated documentations, in accordance with all applicable specifications, must be kept on file by the supplier and be traceable to end item products delivered to Airbus.
For Material Product Suppliers and Subcontractors performing special processes building to Airbus design, verification of Airbus’ Qualified Special Process List (QSPL) and General Requirements for Aerostructure & Material Suppliers (GRAMS) per AP2190 is required. Purchase order verification of flow down of all the applicable drawings, parts lists, specifications, and standards to all approved sub-tier supplier levels.

This includes the following at a minimum:

·  All Airbus requirements and data included with the original purchase order to the first-tier supplier

·  Use of Airbus – approved special process suppliers

·  Identification of Airbus as the end user

·  All Engineering drawings, planning, specifications & standards, purchase order clauses or notes, with revision levels verified

·  Identification of manufacturing process/method & special process requirements.

4.0 Transportation Requirements

·  FOB Terms

·  Special Shipping and Handling Instructions

5.0  Additional Agreements

·  Non Recurring Charges

NRC charges do not apply to this agreement.

·  Property/Tooling Ownership

Unless otherwise noted PMW retains the control and ownership of tools and programs produced under this agreement and disposition of tooling and programming is subject to PMW prior approval.

The Supplier shall create a list of programs and tools created and provide said list to PMW upon PMW’s request.

·  Material Recycling Agreement

Form: PUR-00012 – NEW – 6/1/2013 Buyer Init____

Seller Init ___