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SIKORSKY AIRCRAFT CORPORATIONSTANDARD TERMS AND CONDITIONS OF PURCHASE(“SA 908”)Rev. November 1, 2017VERIFY CURRENT REVISION OF FORMSA0908 11/01/2017
1Section HeadingsSECTION IA: TERMS AND CONDITIONS OF PURCHASESECTION IB: SIKORSKY SPECIFIC REQUIREMENTSSECTION II: QUALITY ASSURANCE PROVISIONSSECTION III: ADDITIONAL QUALITY ASSURANCE PROVISIONSTable of ContentsSECTION IA–STANDARD TERMS AND CONDITIONS OF PURCHASE . 41.ACCEPTANCE . 42.DEFINITIONS . 43.SPECIFICATIONS . 54.DELIVERY . 55.INSPECTION, ACCEPTANCE AND REJECTION . 66.WARRANTY. 77.INDEMNIFICATION . 88.TAXES . 89.INSPECTION AND AUDIT RIGHTS . 1010.AVIATION UNIQUE REQUIREMENTS . 1111.PRODUCT SUPPORT OBLIGATION . 1112.BUYER-FURNISHED AND BUYER-FUNDED ITEMS. 1213.CHANGES . 1314.STOP WORK ORDER . 1415.TERMINATION FOR DEFAULT . 1416.TERMINATION FOR CONVENIENCE . 1517.CUSTOMS TRADE PARTNERSHIP AGAINST TERRORISM (C-TPAT) PROGRAM . 1518.INTELLECTUAL PROPERTY RIGHTS (FOR NON-U.S. GOVERNMENT ORDERS) . 1619.INTELLECTUAL PROPERTY INDEMNIFICATION . 1720.PROPRIETARY INFORMATION . 1821.SECURITY FOR SIKORSKY INFORMATION STORED BY SUPPLIER . 2122.OFFSET . 2423.INSURANCE . 2424.DISASTER RECOVERY . 25VERIFY CURRENT REVISION OF FORMSA0908 11/01/2017
225.STANDARDS OF BUSINESS CONDUCT . 2626.COMPLIANCE WITH LAWS . 2627.APPLICABLE LAW AND FORUM . 2728.EXPORT CONTROL. 2729.TOXIC, HAZARDOUS OR CARCINOGENIC SUBSTANCES . 2930.DESIGN AND PROCESS SPECIFICATION EFFORTS . 3031.NEWS RELEASES/PUBLICITY . 3032.ASSIGNMENT . 3133.SETOFF . 3134.COVENANTS AGAINST KICKBACKS AND POLITICAL CONTRIBUTIONS . 3135.UTILIZATION OF SMALL AND SMALL DISADVANTAGED BUSINESSES . 3136.DUTY TO PROCEED. 3137.DUTY DRAWBACK . 3138.CHANGE IN CONTROL . 3239.PARTIAL INVALIDITY/UNENFORCEABILITY . 3240.SURVIVAL . 3241.NO WAIVER . 3242.REMEDIES . 3243.ORDER OF PRECEDENCE . 3344.DELAYS . 3345.FORCE MAJEURE . 3346.SUBCONTRACTING . 3347.DISPUTE RESOLUTION . 3448.U.S. GOVERNMENT PROVISIONS FOR ORDERS UNDER U.S. GOVERNMENT CONTRACTS . 3449.RELATIONSHIP OF THE PARTIES . 34SECTION IB – SIKORSKY SPECIFIC REQUIREMENTS . 3550.ADDITIONAL PROVISIONS FOR ORDERS UNDER U.S. GOVERNMENT CONTRACTS . 3551.SIKORSKY SECURITY REQUIREMENTS. 3852.TRAINING . 3853.TECHNICAL SUPPORT SERVICES . 3854.TECHNICAL PUBLICATIONS. 3855.GROUND SUPPORT EQUIPMENT (“GSE”) . 3856.OVERHAUL AND REPAIR . 3957.PROVISIONING . 3958.RELIABILITY . 39VERIFY CURRENT REVISION OF FORMSA0908 11/01/2017
359.OBSOLESCENCE MANAGEMENT . 39SECTION II - QUALITY ASSURANCE PROVISIONS . 40SECTION III – ADDITIONAL QUALITY ASSURANCE PROVISIONS . 44VERIFY CURRENT REVISION OF FORMSA0908 11/01/2017
4SECTION IA–STANDARD TERMS AND CONDITIONS OF PURCHASE1.AcceptanceSupplier's (i) full or partial performance under, or indication thereof, or (ii)acknowledgement of the Order, is acceptance of the Order and all terms and conditionscontained in the Order, including these Terms and Conditions. Any terms and conditionsproposed in Supplier’s acceptance or in any acknowledgment, invoice, or other form ofSupplier that add to, vary from, or conflict with the terms herein are hereby rejected. Ifthe Order is an acceptance of a prior offer by Supplier, such acceptance is limited to theexpress terms set forth in the Order.2.Definitions2.1“Affiliate” means, with respect to any entity, any other entity that directly or indirectlycontrols, is owned by, controlled by or under common ownership or control with suchentity.2.2“Agreement” means the master terms agreement, long term agreement, subcontract,or other agreement that references these terms and conditions, and pursuant towhich Orders are issued to Supplier.2.3“Buyer”, “Sikorsky”, or “SAC” means Sikorsky Aircraft Corporation (“SAC”) or theBUYER Affiliate that issues an Order referencing these terms and conditions, andany successor or assignee of Buyer.2.4“Buyer’s Customer” means the ultimate owner, lessee, or operator of the Goods andincludes the purchaser of an end product incorporating the Goods and/or Servicesprovided by the Supplier under the Order.2.5“Delivery Date” means the date of delivery for Goods and Services as specified in anOrder and/or by the Delivery System.2.6”Delivery System” means Buyer’s computer-based, web-enabled delivery schedulingsystem.2.7“FAA” means the United States Federal Aviation Administration.2.8“Goods” means goods, parts, supplies, software, drawings, data, reports, manuals,other specified documentation, or items that are required to be delivered pursuant to,or in connection with, an Order. Where the context permits, the use of the termGoods shall include Services.2.9“Intellectual Property" means all inventions, patents, software, copyrights, maskworks, industrial property rights, trademarks, trade secrets, know-how, proprietaryinformation and rights and information of a similar nature. Such information includes,without limitation, designs, processes, drawings, prints, specifications, reports, data,technical information, and instructions.VERIFY CURRENT REVISION OF FORMSA0908 11/01/2017
52.10“Lead Time” means the mutually agreed upon time required for Supplier to producethe Goods.2.11“Need Date” means the date Buyer needs delivery of Goods which date is before, orafter, the Delivery Date.2.12“Party” or “Parties” shall mean Buyer and/or Supplier, individually or collectively, asthe context requires.2.13“Prime Contract” means the government or commercial sales contract betweenBuyer and Buyer’s Customer.2.14“Order” means a paper or electronic document sent by Buyer to Supplier, or whereprovided for in an Agreement, an entry on a Buyer web site, to initiate the ordering ofGoods or Services, such as a purchase order, a scheduling agreement, or otherauthorization or Order, and including change notices, supplements or modificationsthereto. The phrase “in connection with the Order” includes performance of theOrder, performance in anticipation of the Order, and preparation of a bid or proposalfor the Order. Where the context permits, the term Order includes Agreement.2.15“Services” means any effort performed by Supplier necessary or incidental to thedelivery of Goods, including design, engineering, installation, repair andmaintenance. The term “Services” shall also include any effort required by an Order.2.16“Specifications” means all requirements with which Goods and Services andperformance hereunder must comply, including, without limitation, SSQR-01 or itsthen-current successor, drawings, instructions and standards, on a Buyer web site orelsewhere, as such requirements are specified and/or referenced in Orders, as suchrequirements are modified from time to time by Buyer.2.17“Supplier” means the legal entity identified in the Order, providing Goods andServices or otherwise performing work pursuant to an Order.2.18“Terms and Conditions” means this document, regardless of whether modified orunmodified by the Parties.3.SpecificationsSupplier shall comply with all Specifications. Supplier shall immediately notify Buyer, inwriting, of any failure of the Supplier, the Goods or the Services to comply with theSpecifications.4.Delivery4.1Supplier shall use the Delivery System and electronic data exchange billing andinvoicing systems (collectively, “Buyer Systems”) specified by Buyer.4.2The delivery information in the Buyer Systems shall establish the Delivery Dates forthe Goods and/or Services. Supplier shall only ship in accordance with the rulesVERIFY CURRENT REVISION OF FORMSA0908 11/01/2017
6established by the Buyer Systems, and shall make use of the bar codes and otherdocumentation generated by the Delivery System.4.3Time is of the essence in Supplier’s performance of an Order, and Supplier shalldeliver Goods and perform Services by the Delivery Date.4.4Shipment shall be to the location directed by Buyer. Invoicing, delivery terms,shipping, packing and waste reduction instructions shall be provided to Supplierthrough an attachment to, or printing on the face of, the Order, or incorporated intothe Order by reference to a web site. In the absence of such instructions, thedelivery terms for Goods shall be DAP Buyer’s Facility (INCOTERMS 2010). Titleand Risk of Loss shall pass upon receipt of Goods at Buyer’s facility orBuyer’s designated location.4.5Delivery Dates which do not allow sufficient Lead Time shall be considered NeedDates and Supplier shall use all commercially reasonable efforts to meet NeedDates. If Supplier agrees to the Need Date, the Need Date shall be considered theDelivery Date.4.6If Supplier is unable to deliver Goods by the Need Date, Buyer may, without liability:(i) reduce or cancel its requirements for any part of the quantity of the Goods thatcannot be delivered by the Need Date, (ii) reallocate to another Order, or reschedule,any portion of the Goods that cannot be delivered by the Need Date, or (iii) waive theNeed Date and accept Goods on the Delivery Date. In addition to any other rightsand remedies that Buyer may have, in the event of Supplier’s nonconformance withany of the requirements under this Section or any other delivery obligation, Suppliershall be responsible for all shipping costs and expenses incurred with respect tosuch nonconformance, including the costs of expediting shipment with respect to latedeliveries.4.7Any forecasts of quantity and schedule that are set forth in the Delivery System areestimates and are for planning purposes only.4.8Without affecting any other rights of Buyer, Buyer may cancel Orders, in whole or inpart, without liability to Supplier, at any time prior to commencement of Lead Time.Inspection, Acceptance and Rejection5.5.1Supplier shall only tender Goods to Buyer that have passed inspection in accordancewith the applicable inspection system and that otherwise conform to all requirementsof an Order.5.2Notwithstanding (i) prior inspection of, (ii) payment for, (iii) use of or (iv) delivery ofthe Goods, acceptance shall not be deemed to occur until thirty (30) days followingBuyer’s receipt of Goods (“Inspection Period”). Transfer of title to Buyer shall notconstitute acceptance.5.3During the Inspection Period, Buyer may, with respect to any Goods that do notconform in any respect to the Order: (i) reject all or a portion of such nonconformingGoods; (ii) accept all or a portion of such nonconforming Goods with a priceVERIFY CURRENT REVISION OF FORMSA0908 11/01/2017
7reduction for the cost of repair or the diminution of value; or (iii) accept anyconforming Goods and reject the rest.5.4Within thirty (30) days of Supplier’s receipt of Buyer’s notification of a nonconformity,Supplier shall investigate the nonconformity, deliver to Buyer a written report of itsinvestigation and conclusions, and formulate a corrective action plan acceptable toBuyer. Once approved by Buyer, Supplier must then timely implement suchcorrective action plan.5.5With respect to rejected nonconforming Goods, Buyer may at its election and atSupplier’s risk and expense (i) hold nonconforming Goods for Supplier, or (ii) return(Ex Works, Incoterms 2010, facility where Goods are rejected) nonconforming Goodsto Supplier for, at Buyer’s option, either (a) full credit or refund or (b) replacementGoods to be received within 24 hours of nonconformity notification. Title to suchrejected Goods returned to Supplier shall transfer to Supplier upon such delivery andsuch Goods shall not be replaced by Supplier except upon written instructions fromBuyer. Goods returned to Buyer hereunder shall be shipped at Supplier’s expenseand risk of loss. Additionally, rejected nonconforming Goods shall not be tenderedagain to Buyer for acceptance unless permitted by Buyer and applicable law, andaccompanied by a disclosure of Buyer’s prior rejection(s).5.6Notwithstanding any other provision, in addition to the foregoing, Supplier shall beliable for Buyer’s actual costs, expenses and damages related to or arising fromnonconforming Goods, including but not limited to labor and other costs related totransportation of Goods, expediting, removal, disassembly, failure analysis, faultisolation, assembly, reinstallation, re-inspection, retrofit, and any and all other suchcorrective action costs incurred by Buyer.6.Warranty6.1Supplier warrants to Buyer and Buyer's successors, assigns, Buyer's Customers,and users of Goods sold by Buyer for a period of thirty-six (36) months afteracceptance of the Aircraft by Buyer’s customer that all Goods provided under theOrder shall be and continue to be: (i)new; (ii) free from defects in material andworkmanship; (iii) free from defects in design if the design is not provided by Buyer;(iv) manufactured in strict accordance and complies with the Specifications; (v) freefrom liens or encumbrances on title (collectively in this section “Warranty”); and (vi)to the extent the Goods are, or contain, hardware, software, and/or firmwareproducts,
2.3 “Buyer”, “Sikorsky”, or “SAC” means Sikorsky Aircraft Corporation (“SAC”) or the BUYER Affiliate that issues an Order referencing these terms and conditions, and any successor or assignee of Buyer. 2.4 “Buyer’s Customer” means
