Standard Notes (Revision Date 1-15-14) /
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A114 / Clause A114: Special tooling and/or special test equipment accountable under contract number(s) _____ is hereby authorized for use in the performance of this Order in accordance with such authorization granted in Buyer's prime contract or higher-tier subcontract shown on the face of this Order.A116 / Clause A116: A separate order will be issued for Seller-made tooling under order number _____.
A117 / Special tooling (ST): All prospective Sellers must complete the following ST questionnaire (check appropriate spaces, sign, copy and return this note with your RFQ/RFP response).
(a)Existing ST: performance of work under the proposed subcontract or order-
(1)Will ( ), will not ( ) require use of existing Buyer or Buyer’s customer owned ST;
(2)Will ( ), will not ( ) require use of existing ST, acquired or manufactured for use in the performance of a Government prime contract which contains an ST clause, title to which has not been transferred to the Government;
(3)Will ( ), will not ( ) require use of existing ST, acquired or manufactured for use in the performance of a subcontract or order which contains an ST clause, title to which has not been transferred to the Government.
If use of existing ST is required, offeror shall indicate contract(s) of accountability and individual contract value of the ST.
(b)New, additional, and/or replacement ST: performance of work under proposed subcontract or order will ( ), will not ( ) require new, additional, or replacement ST.
(c)If ST is required, offeror shall submit a preliminary list (form 2-80226) of such tooling with the quotation (see Buyer’s Property and Tooling Requirements Manual for copy of form). Additional justification supporting ST costs, etc., is required as follows:
(1)A breakdown of costs associated therewith.
(2)General nomenclature and description indicating size and capacity.
(3)Special characteristics deemed pertinent to the classification of the item as "special tooling" within the meaning set forth in Buyer’s Property and Tooling Requirements Manual.
(d)Any special tooling authorized to be acquired under any resulting subcontract or order will be acquired in accordance with the terms and conditions of the subcontract or order.
(e)A subsequent certified list of all ST (form 2-80226) must be supplied under any resulting subcontract or order after agreement on price and approval of first parts therefrom.
Company name: ______
Signature: ______
Title: ______
Date: ______
A118 / Special test equipment (STE): All prospective sellers must complete the following STE questionnaire (check appropriate spaces, sign, copy and return this note with your RFQ/RFP response).
(a)Offeror does ( ), does not ( ) intend to acquire STE as defined in the STE clause of this RFQ/RFP costing less than $1,000 for use in performance of work under the proposed subcontract or order.
(b)Offeror does ( ), does not ( ) intend to acquire STE as defined above costing $1,000 or more for use in performance of work under the proposed subcontract or order
(c)If the answer to either (a) or (b) above is affirmative, the requirements of the Buyer’s Property and Tooling Requirements Manual are hereby made a part of the conditions of offeror's proposal and will become a part of any resulting subcontract or order.
(d)If the answer to (b) above is affirmative, then the following information must be submitted with offeror's proposal:
(1)A breakdown of costs associated therewith including the following relative to test equipment and components thereof:
(a)A list of alternate items that could be used, if any.
(b)General nomenclature and description of size and capacity including manufacturer's catalog number and selling price.
(c)Manufacturer's names and code numbers.
(d)Estimated cost of any general purpose components costing $1,000 or more.
(e)For components under (d) above, include Federal Stock Number or Defense Logistics Center Screening (DLCS) certifying that no Federal Stock Number exists.
(note:if this is not known, it may be omitted initially; however, the successful offeror must comply prior to receipt of an order.)
(2)Special characteristics deemed pertinent to the classification of the item as "STE" within the meaning of the "STE" clause of this RFQ/RFP.
(e)Offeror does ( ), does not ( ) intend to use existing STE. If yes, and such STE is accountable under other than a Buyer contract, the accountable contract number and identification of the cognizant administrative contracting officer must be provided so that rent-free use can be requested.
Company name: ______
Signature: ______
Title: ______
Date: ______
A119 / Clause A119: Tool(s) made on this Order shall be capable of producing _____ ship sets of parts per month, have a life expectancy of 10 years, and must be capable of producing _____ ship sets plus spares.
A125 / Clause A125: Unless otherwise noted in this Order, the tooling lot price quoted includes all tooling required to fabricate part. If additional tooling is required to fabricate part(s), such tooling must be identified to and shall become property of Buyer. Such tooling shall be furnished at no additional cost to Buyer. The following information is pertinent to all the tooling itemized herein. Exact tool identification format will be provided by tooling inspection at the time of tool inspection buy off.
A126 / Clause A126: Payment by Buyer for charges solely for the use of extrusion, forging, die casting or other special tooling does not convey ownership to Buyer or its customer and Seller represents that such charges do not constitute the full cost of such tooling. Supplier agrees, without additional charges to Buyer, to maintain and/or replace, at its expense, all tooling for which use charges are made for the exclusive use of Buyer until disposition is obtained from Buyer.
A131 / Clause A131: Tool tryout of sheet metal tools, as called out on tool order, must be accomplished by Seller. Tryout parts must be accepted by inspection prior to using for fabrication of sample parts and trim tools.
A146 / Clause A146: Seller agrees to retain Seller-owned forging equipment for a minimum of two years after completion of the Order and to contact the Buyer before any disposition action is taken.
A164 / Clause A164: Tooling to be used on this Order is Seller owned nonaccountable to Buyer, fabricated at Seller's cost and permanently retained by Seller; except for casting patterns or forging dies.
A706 / Clause A706: Supplier to fabricate to Buyer supplied tool design and tool instructions. Copy of tool instruction is to be stamped off by both Seller and Buyer's quality control and returned to Buyer with the tool.
A718 / Clause A718: The following items are necessary to complete a tape package returned to Buyer:
1.Road map - N.C. sketch identifying the surfaces and geometry used within the program and the names assigned to these surfaces and geometry. Engineering change configuration should be noted on sketch.
2. Source program - Punched cards or other media used to enter the program into the computer.
3. Manuscript - A computer printout of the program containing apt (automatic program tool) sections i, iii and iv.
4. Machine operator's instructions - Written description of machine setup and operations taking place within each sequence of operations.
5. Cutter sheet - A complete list of cutters with the geometric description of each cutter and the set length of each cutter, where applicable.
6. A brief description of machine and N.C. control used.
7. A brief description or drawing of tooling used in conjunction with tags.
A719 / Clause A719: Seller shall furnish the following documents with each tool shipped pursuant to this Order:
1. Copy of Seller's certificate of conformance;
2. Copy of Buyer's tool order;
3. Dimensional inspection report; and
4. Processing certifications.
All documents must exhibit Seller's quality inspection stamp and Buyer's quality assurance representative stamp in red ink. Seller must:
1. Include a copy of required documents with shipment and
2. Mail a copy of required documents to Buyer’s Authorized Purchasing Representative on day of shipment.
B401 / The quantities and total values listed in this document are estimates only. In no event shall Buyer be obligated to purchase from Seller any specific, minimum (or maximum) quantity of any product except as and to the extent specified within any Order issued by Buyer to Seller.
During the validity period of this document, Buyer may from time to time order Products from Seller at the prices and under the terms and conditions set forth or referenced in this document
Unless otherwise specified herein, "Orders", as contemplated by the terms and conditions, shall be issued by Buyer (1) by using Buyer’s standard purchasing documents, including, Purchase Orders or Scheduling Agreement Releases under Scheduling Agreements, (2) by e-mail, (3) by phone call, (4) by using Seller’s online ordering system, or (5) by vending machine notification.
The following individuals are Authorized Purchasing Representatives:
C107 / Clause C107: Seller understands and agrees that:
(A)Technical data provided to Seller by Buyer shall be used only to manufacture the defense articles described in and required by Buyer's Order only.
(B)Technical data provided to Seller by Buyer shall not be disclosed to any other person except duly qualified subcontractors within the same country as Seller.
(C)No foreign person shall acquire any rights in the technical data provided to Seller by Buyer. A foreign person means any natural person who is not a lawful permanent resident of the United States of America as defined by 8 United States Code (“U.S.C.”) 1101(a)(20) or who is not a protected individual as defined by 8 U.S.C. 1324b(a)(3). It also means any foreign corporation, business association, partnership, trust, society or any other entity or group that is not incorporated or organized to do business in the United States, as well as international organizations, foreign Governments and any agency or subdivision of foreign Governments (e.g. diplomatic missions).
(D)All technical data provided to Seller by Buyer or provided by Seller to subcontractors shall be returned to Buyer or be destroyed at the conclusion of this agreement as directed by Buyer.
(E)The defense articles to be produced for Buyer which are described elsewhere herein shall be delivered only to Buyer or to an agency of the U.S. Government as Buyer may direct.
Any purchase order or subcontract awarded by Seller, or any of Seller's subcontractors at any tier, in performing Buyer's Order must impose all the limitations set forth hereinabove, including this paragraph (E).
C108 / Clause C108: In addition to and without limiting the provisions contained in Clause C107, which is a part hereof, the following terms and conditions apply to this Order:
A.Seller shall not disclose the technical data provided to Seller by Buyer to any other seller or subcontractor, including any prospective seller or subcontractor, who is not a Canadian or U.S. registered person as set forth in the Canadian Defence Production Act or the U.S. Arms Export Control Act;
B.Prior to disclosing the technical data provided to Seller by Buyer to any other Canadian seller or subcontractor, including any prospective Canadian seller or subcontractor, Seller shall require that each Canadian seller or subcontractor, including any prospective Canadian seller or subcontractor, certify, in writing, to Seller that:
(1)They are a “Canadian-registered person” as defined in the Canadian Defence Production Act and will notify Buyer in the event its registration pursuant to the Canadian Defence Production Act expires, is suspended or rescinded, or otherwise terminated for any reason or for no reason at all.
(2)The defense services and technical data provided by Seller will be used only for the following activities:
(a)Preparing a quote or bid proposal in response to a written request from Seller that will be part of a response to a written request from a department or agency of the United States Federal Government or a Canadian federal, provincial, or territorial Government and will be returned to Seller or destroyed at Seller's request.
(b)Producing, designing, assembling, maintaining or servicing a defense article (i.e., hardware, technical data) for use by a registered U.S. company; or, a U.S. Federal Government program; or for end use in a Canadian federal provincial, or territorial Government program; and
(3)The defense services and technical data to be provided by Seller are limited to that defined in paragraphs (3)(a), (b), (c) and (d) below, and do not include that defined paragraphs (3)(e), (f) and (g) below:
(a)Build-to-print. “Build-to-print” means that a foreign consignee can produce a defense article from engineering drawings without any technical assistance from a U.S. exporter. This transaction is based strictly on a “hand-off” approach because the foreign consignee is understood to have the inherent capability to produce the defense article and only lacks the necessary drawings. Supporting documentation such as acceptance criteria, and specifications, may be released on an as-required basis (i.e. “must have”) such that the foreign consignee would not be able to produce an acceptable defense article without this additional supporting documentation. Documentation which is not absolutely necessary to permit manufacture of an acceptable defense article (i.e. “nice to have”) is not considered within the boundaries of a “build-to print” data package; and/or
(b)Build/design-to-specification. “Build/design-to-specification” means that a foreign consignee can design and produce a defense article from requirement specifications without any technical assistance from the U.S. exporter. This transaction is based strictly on a “hands-off” approach since the foreign consignee is understood to have the inherent capability to both design and produce the defense article and only lacks the necessary requirement information; and/or
(c)Basic research. “Basic research” means a systemic study directed toward greater knowledge or understanding of the fundamental aspects of phenomena and observable facts without specific applications towards processes or products in mind. It does not include “applied research” (i.e. a systemic study to gain knowledge or understanding necessary to determine the means by which a recognized and specific need may be met. It is a systematic application of knowledge toward the production of useful materials, devices, and systems or methods, including design, development, and improvement of prototypes and new processes to meet specific requirements.); and
(d)Maintenance (i.e., inspection, testing, calibration or repair, including overhaul, reconditioning and one-to-one replacement of any defective items, parts or components, but excluding any modification, enhancement, upgrade or other form of alteration or improvement that changes the basic performance of the item); and does not include
(e)Design methodology, such as: the underlying engineering methods and design philosophy utilized (i.e., the “why” or information that explains the rationale for particular design decision, engineering feature, or performance requirement); engineering experience (e.g. lessons learned); and the rationale and associated databases (e.g. design allowables, factors of safety, component life predictions, failure analysis criteria) that establish the operational requirements (e.g., performance, mechanical, electrical, electronic, reliability and maintainability) of a defense article. (Final analytical results and the initial conditions and parameters may be provided.)
(f)Engineering analysis, such as: analytical methods and tools used to design or evaluate a defense article's performance against the operational requirements. Analytical methods and tools include the development and/or use of mockups, computer models and simulations, and test facilities. (Final analytical results and the initial conditions and parameters may be provided.)
(g)Manufacturing know-how, such as: information that provides detailed manufacturing processes and techniques needed to translate a detailed design into a qualified, finished defense article. (Information may be provided in a build-to-print package identified in paragraph (3)(a) above that is necessary in order to produce an acceptable defense article.)
C.Seller shall provide a copy of each certification received pursuant to paragraph b above to Buyer at the address set forth in paragraph H below within five (5) business days of receipt by Seller.
D.Seller shall include the following statement on all documentation created from U.S. technical data:
“This document contains technical data, the use of which is restricted by the U.S. Arms Export Control Act. This data has been provided in accordance with, and subject to, the limitations specified in para.126.5 of the International Traffic in Arms Regulations (ITAR). By accepting this data, the consignee agrees to honor the requirements of the ITAR”
E.Seller shall destroy or return to Buyer all technical data provided to Seller by Buyer or provided by Seller to contractors or subcontractors, including any prospective contractors or subcontractors, at the conclusion of this Order as directed by Buyer, unless for use by a Canadian or United States Government entity that requires in writing the technical data be maintained. Seller shall provide a written certification that the technical data has been destroyed, has been returned to Buyer, or is being maintained for use by a Canadian or United States Government entity pursuant to written direction from a Canadian or United States Government entity.
F.Any order or subcontract awarded by Seller, or any of Seller's subcontractors at any tier, in performing Buyer's Order must impose all the limitations set forth hereinabove, including this paragraph F.
G.Seller shall submit a semi-annual report of all Seller’s on-going activities authorized under this Order. The report will include the product(s) being produced, the end item user(s) (i.e., name of U.S. or Canadian company); the end item into which the product is to be incorporated; the intended end use of the product (e.g., United States or Canadian defense contract number and identification of program); the name and address of all the Canadian contractors and subcontractors. The report will be prepared “as of” 31 December and 30 June of each year and must be delivered to Buyer at the address set forth in paragraph H below, or via email to , on or before the 25th of January or the 25th of July of each year.
H.Certifications and reports shall be sent to Triumph Aerostructures - Vought Aircraft Division, Attention: Import/Export Compliance, 1401 Nolan Ryan Expressway, Suite 300, Arlington, TX 76011.
I.This export is authorized pursuant to 22 CFR 126.5(c).
C111 / Clause C111: This Order is placed pursuant to Manufacturing License Agreement ("MLA") dated ______between the parties. The MLA is by this reference made a part of this Order. Seller must submit an annual report of sales or other transfers to Buyer as set forth in the MLA for the period 1 January through 31 December of each year. Seller shall transmit the annual report to Buyer by 15 January of each year via facsimile or via email to . Buyer, its customers or Government regulatory agencies have the right of entry into the Seller's and/or any of Seller's subcontractor's facilities for the purpose of verifying the quantities of articles produced overseas and their disposition and the controls put in place to ensure compliance with restrictions in the MLA on production quantities and third-party transfers.