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Boeing Commercial Airplanes (BCA) Terms and Conditions

1XXX - CONTRACT INFORMATION
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CLAUSE TITLE/TEXT
10XX     SPECIAL TERMS & CONDITIONS
1001 505   MODIFICATIONS TO GENERAL TERMS AND CONDITIONS -- FOREIGN SUBCONTRACTORS
      The Clauses set forth in Form DAC 26-804, Modifications to General Terms and Conditions -- Foreign Subcontractors, are incorporated herein by reference. Said Form may be found in Section II of Form DAC 26-730.
1002 503** 072110 Deleted
1003 506**   GOVERNING LAW -- FOREIGN PROCUREMENTS
      The parties agree to exclude the application of the United Nations Convention on Contracts for the International Sale of Goods (1980). 
1004 507** 072110 Deleted
1005 857** 072110 Deleted
1008 510 121600 APPLICABLE LAW AND FORUM
     

The Seller shall comply with following requirements and flowdown all applicable sections to its subcontractors:

This Agreement is made and entered into in the State of California, and this Agreement and all disputes arising out of or relating thereto shall be governed by the laws of the State of California, without regard to any otherwise applicable conflict of law rules or requirements.

Seller agrees that any action, suit, litigation or other proceeding (collectively "litigation") arising out of or in any way relating to this Agreement, or the matters referred to therein, shall be commenced exclusively in the Los Angeles County Superior Court or the United States District Court for the Central District of California, Western Division, and hereby irrevocably and unconditionally consent to the exclusive jurisdiction of those courts for the purpose of prosecuting and/or defending such litigation. Seller hereby waives and agrees not to assert by way of motion, as a defense, or otherwise, in any suit, action or proceeding, any claim that (a) Seller is not personally subject to the jurisdiction of the above-named courts, (b) the suit, action or proceeding is brought in an inconvenient forum or (c) the venue of the suit, action or proceeding.

1010 850 072110 Deleted
1011 856** 072110 Deleted
1040 907   SOFTWARE LICENSE AGREEMENT
      The requirements as set forth in Form DAC 26-806, Software License Agreement, are incorporated herein by reference. The description of the Licensed Program, Designated Equipment and the location of the designated equipment is provided on the Purchase Order/Contract.
1045 901**   ELECTRONIC DATA INTERCHANGE
      The requirements set forth in Form DAC 26-914, Electronic Data Interchange Partner Agreement, are incorporated herein by reference. The referenced form may be found in Section III of Form DAC 26-730.
1050 909 121609 SPECIAL TOOLING ACCOUNTABILITY
     

The requirements set forth in Form DAC 26-807, Supplier Accountability Requirements for Special Tooling is hereby incorporated by reference.

Seller hereby agrees to comply with the requirements of Form DAC 26-807 unless specifically modified or restricted under the terms of a particular purchase order/contract.  (See Boeing commercial Airplanes (BCA) Terms and conditions for copies of the forms.  Refer to http://www.grossnasty.com/tc0692/.)

This agreement applies to all Boeing, Long Beach Division special tooling while in seller’s possession, custody or control, or in the possession, custody or control of seller’s subcontractors.
1065 902** 072110 Deleted
1070 243**   LABOR-HOUR AND TIME-AND-MATERIALS
      The requirements as set forth in Form DAC 26-890, Labor-Hour and Time-and-Materials Special Terms and Conditions, are incorporated herein by reference.
1080 910** 072110 Deleted
11XX     RIGHTS
1101 253 072110 RIGHT TO CANCEL ORDER
      Notwithstanding any other provision, Seller hereby agrees that Boeing may cancel this Purchase Order/Contract, in whole or in part, at any time up to and including the date specified on the Purchase Order/Contract where reference is made to this Clause, without charge to Boeing and/or the Government.
1110 882   PROPRIETARY RIGHTS, TECHNICAL DATA AND INVENTIONS
     

1. TITLE AND LICENSE RIGHTS

a. Seller hereby grants to Boeing all right, title and interest in and to all inventions, works of authorship, improvements, developments, methods, processes, designs, software, technical information and data, manufacturing know-how and equipment, and other proprietary rights, whether or not patentable (all of which are hereinafter, individually and collectively called proprietary rights) first conceived, created or actually reduced to practice in the work performed under this contract.

b. Boeing hereby grants to Seller a worldwide, royalty-free, nonexclusive and irrevocable license to use the aforesaid proprietary rights for any purpose other than to make for others goods which are substantially the same as made and furnished under this contract.

c. Seller further grants to Boeing a nonexclusive, royalty-free, irrevocable, worldwide right and license under any of Seller's patents and to use any of Seller's proprietary information (including Seller's "manufacturing know-how") to the extent necessary to enable Boeing to make, or have made by others for it, use and sell goods furnished under this contract, unless otherwise agreed in writing by Boeing. Seller, at Boeing's written request, shall identify the patents and provide a description of its manufacturing know-how involved in the performance of this contract as may be necessary to enable Boeing to practice the rights granted herein.

d. Seller further agrees to promptly disclose in writing any item reasonably appearing to be patentable and to execute or have executed any instruments of assignments, application papers and rightful oaths relating to the aforesaid proprietary rights, as may be required to enable Boeing to file and prosecute patent applications thereon in any country and to record title to such applications.

e. Each document, article, design and other similar items relating to proprietary rights shall be appropriately identified to reflect ownership in Boeing and shall be furnished to Boeing. All designs, specifications and drawings that relate to proprietary rights shall be placed by Seller on Boeing formats and on no other and shall contain a proprietary rights notice indicating Boeing's ownership.

2. FURNISHING OF DATA

Seller agrees to furnish to Boeing (at no cost), at such times as may be directed by Boeing, the originals of all data originated by Seller under this contract and as to such of the data as may remain undelivered, these shall be furnished at the earlier of (1) the termination of this contract for default or (2) the completion of this contract.

3. REPRODUCTION, USE AND DISCLOSURE RIGHTS

Seller grants to Boeing the right to reproduce, use and disclose, for purposes as Boeing desires, all or any part of any report, drawing, specification, blueprint, technical information or data delivered or specified to be delivered to Boeing by Seller under this contract.

1111 883   RIGHTS IN TECHNICAL DATA FOR PRODUCT CERTIFICATION/SIMULATION
      Upon request, Seller shall provide Boeing at no additional charge, such existing technical data as Boeing deems necessary for Certification and Flight Training Simulation and Boeing may furnish such data to third parties for Certification or Flight Training Simulation. Seller's restrictive markings will be recognized by Boeing and imposed upon third parties, provided that such markings purporting to cover information already within a recipient's knowledge or which is obtainable from another source without restrictions or which for any reason is not protectable by law shall not be binding upon the recipient. 

Seller shall, in the alternative and upon Boeing's request, provide Boeing's aircraft customers or their designated simulator manufacturers at no extra charge, existing technical data pertaining to Seller's product and required for Certification or Flight Training Simulation. Seller and such third parties may enter into data exchange agreements as required to protect Seller's proprietary interests in such technical data.

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This Clause shall have precedence over any other Clauses herein relating to the transfer of Seller technical data and will be included in any subcontract placed by Seller.

1112 881** 072110 Deleted
1120 864 072110 Deleted
1121 862 072110 Deleted
1125 917**   EXPERIMENTAL, DEVELOPMENTAL OR RESEARCH WORK
      Seller and Boeing agree that the effort required in this Purchase Order/Contract consists of experimental, developmental or research work. See the appropriate provisions in the General Terms and Conditions regarding patent rights.
1126 918** 072110 Deleted
1130 924** 072110 Deleted
1131 926** 072110 Deleted
12XX     NOTICES
1201 950**   MANDATORY PARTS MANUFACTURER AND OTHER APPROVALS
      The general terms and conditions of this Purchase Order/Contract contain a covenant which survives the performance of tendering the goods ordered under it. By accepting this order, Seller is obligated to perform the covenant.
13XX      WAIVERS
      RESERVED
14XX     WARRANTIES
1410 814**   RELIABILITY GUARANTEES
     

Seller shall provide reliability guarantees for Boeing acceptance. If the actual reliability values experienced in-service are less than the Seller guaranteed reliability values, the Seller shall, at its expense:

1. Promptly conduct an analysis of the causes and determine or develop the corrective action required.

2. Submit corrective action recommendations for Boeing approval.

3. Implement corrective action as necessary on production units to upgrade the reliability to the required level.

4. Prepare and release service bulletins as required with Boeing coordination.

1420 910** 072110 Deleted
15XX     SECURITY
1501 824 072110 Deleted
1502 825   SELLER SECURITY REQUIREMENTS FOR ACCESS TO PREMISES
      Seller access to premises owned or controlled by Boeing in the performance of work hereunder shall be subject to prior approval of Boeing's Security Office. Seller further agrees to comply with Boeing security regulations manual and directions from Boeing security office.
1510 822   RETURN OF CLASSIFIED MATERIAL
      Final payment may not be made until return of all classified material furnished or developed under this Purchase Order/Contract, or until other disposition as authorized by Boeing.
16XX     CLAIMS
1601 875   NEGOTIATION OF TERMINATION CLAIM
      Termination claim to be negotiated in accordance with the termination for convenience Clause of the General Terms and Conditions.
1602 873   WAIVER OF TERMINATION CLAIM
     

1. Seller waives any claim against Boeing, known or unknown, arising directly or indirectly from performance of the terminated portion of this Purchase Order/Contract (which terminated portion is described herein) and from the termination thereof. Boeing releases Seller from any obligation to perform further work or make further deliveries under said terminated portion.

2. If this Purchase Order/Contract, or any portion thereof, has been issued under a Government Prime Contract or Subcontract, Seller also waives any claim against the Government, known or unknown, arising directly or indirectly from performance of the terminated portion of this Purchase Order/Contract and from the termination thereof.

1603 876   NEGOTIATION OF OBSOLESCENCE CLAIM
      Obsolescence claim to be negotiated. Seller certifies that the new unit price, if applicable, does not include obsolescence costs.
1604 874   RELEASE OF OBSOLESCENCE CLAIM
      Acknowledgment of this change advice releases Boeing and/or the Government, if this Purchase Order/Contract was issued under Government Management Risk Contract Funding or under a Government Prime Contract or Subcontract, from all obsolescence claims by the Seller in conjunction with this engineering change as shown herein.
17XX     PUBLIC LAWS
1701 848   COMPLIANCE WITH THE OCCUPATIONAL SAFETY AND HEALTH LAWS
      Seller warrants that the equipment and/or services for said equipment to be provided under this Purchase Order/Contract shall be, at the time of delivery or performance, in full compliance with all applicable federal, state and local statutes and regulations relating to health and safety. Seller further agrees to indemnify and hold harmless Boeing for all damages assessed against Boeing as a result of Seller's equipment or services noncompliance with such statutes and regulations.
1720 926** 072110 Deleted
18XX     ORDERING METHODS
1801 275**   RELEASE OF LIABILITIES (T&M/LH)
     

Unless otherwise prescribed in this Purchase Order/Contract, Boeing shall withhold five percent (5%) of the amounts due under Clause 1070, but the total amount withheld shall not exceed $50,000. The amounts withheld shall be retained until the execution and delivery of a Release by Seller as provided in the paragraph below.

Sellers and each assignee under an assignment entered into under this Purchase Order/Contract and in effect at the time of final payment under this Purchase Order/Contract, shall execute and deliver, at the time of and as a condition precedent to final payment under this Purchase Order/Contract, a Release discharging Boeing, its officers, agents, and employees of and from all liabilities, obligations, and claims arising out of or under this Purchase Order/Contract, subject only to the following exceptions:

1. Specified claims in stated amounts, or in estimated amounts if the amounts are not susceptible of exact statement by Seller.

2. Claims, together with reasonable incidental expenses, based upon the liabilities of Seller to third parties arising out of performing this Purchase Order/Contract, that are not known to Seller on the date of the execution of the release, and of which Seller gives notice in writing to the Boeing Purchasing Representative not more than two (2) years after the date of the release or the date of any notice to the Seller that Boeing is prepared to make final payment, whichever is earlier.

1802 276**   AVOIDANCE OF CONFLICTS IN CONTRACT TYPES
     

While performing under this Purchase Order/Contract, Seller agrees that neither it nor any subcontractor will concurrently perform work for Boeing's benefit at the same Boeing location using the same skills and/or disciplines under the following conditions:

1. If this is a lump sum type Purchase Order/Contract, then no concurrent work shall be undertaken pursuant to a Time-and-Materials or Labor-Hour type contract/subcontract.

2. If this is a Time-and-Materials or Labor-Hour type Purchase Order/Contract, then no concurrent work shall be undertaken pursuant to a Lump Sum type contract/subcontract.

Questions regarding the boundaries of an "Boeing location" shall be directed to the Boeing Purchasing Representative. Seller shall be responsible for requesting advice from Boeing to determine the existence of concurrent conflicting type contracts between Boeing and Seller's proposed subcontractors. Any contract in violation of the foregoing shall be voidable by Boeing at Boeing's election.

1810 920**   FAMILY PROCUREMENT ORDER -- MASTER (ATTACHMENT)
      Seller agrees that this order is one portion of a multi-part transaction awarded to Seller that was part of a single or coordinated solicitation effort on the part of Boeing. Regardless of the face value of this individual order, the terms and conditions applicable to the total dollar value of the entire transaction shall apply to the individual parts of the transaction. The Purchase Order/Contract numbers for all orders constituting this transaction are listed on the attachment which is identified on the face of this Purchase Order/Contract.
1811 921**   FAMILY PROCUREMENT ORDER -- MASTER (LISTING)
      Seller agrees that this order is one portion of a multi-part transaction awarded to Seller that was part of a single or a coordinated solicitation effort on the part of Boeing. Regardless of the face value of this individual order, the terms and conditions applicable to the total dollar value of the entire transaction shall apply to the individual parts of the transaction. The purchase order numbers for all orders constituting this transaction are listed on the face of this Purchase Order/Contract.
1812 922**   FAMILY PROCUREMENT ORDER -- MEMBER
      This Purchase Order/Contract is part of a multi-part transaction and is subject to Purchase Clause 1810 or 1811. A listing of all purchase orders which constitute the "family" transaction is given in conjunction with the purchase order referenced on the face of this order.
1815 935**   OPTIONS
      This Purchase Order/Contract includes an Option Agreement, which is incorporated herein by reference and attached hereto. All terms and conditions of this Purchase Order/Contract shall apply to all subsequent Purchase Orders/Contracts exercising the option. Such subsequent Purchase Orders/Contracts shall reference this Purchase Order/Contract.
1820 914**   RELATED ORDERS
      This Purchase Order/Contract is related to one or more other Boeing Purchase Order(s)/Contract(s) for Boeing's internal administrative purposes only. See this Purchase Order/Contract for the listing of related orders.
1830 929** 072110 ORDER PURSUANT TO PRIOR AGREEMENT -- ORDER OF PRECEDENT
      This Purchase Order/Contract utilizes the terms and conditions of a previously negotiated Purchase Order/Contract. It is awarded "pursuant to" those underlying terms and conditions and such additional general and special terms and conditions as may be specified in this Purchase Order/Contract. IF DAC 26-800, DAC 26-685, OR, GP1, WITH OR WITHOUT MODIFYING FORMS, IS CALLED OUT ON THE FACE OF THIS PURCHASE ORDER/CONTRACT, THE REFERENCE TO SAID FORMS SHALL BE DEEMED BY BOTH PARTIES TO BE INVALID AND UNENFORCEABLE. 

For purposes of this Purchase Order/Contract, the following order of precedence shall apply in the event of any inconsistency between the face of this Purchase Order/Contract, its attachments, its specifications, the terms and conditions of the previously negotiated Purchase Order/Contract, and attachments to the previously negotiated Purchase Order/Contract: (a) purchase clauses or quality clauses called out on the face of this Purchase Order/Contract; (b) terms and conditions written in full text on the face of this Purchase Order/Contract; (c) specifications applicable to this Purchase Order/Contract; (d) attachments to this Purchase Order/Contract incorporated herein by reference; (e) special terms and conditions called out by the previously negotiated Purchase Order/Contract; (f) general terms and conditions called out by the previously negotiated Purchase Order/Contract; (g) specifications applicable under the previously negotiated Purchase Order/Contract to the items ordered on this Purchase Order/Contract; and (h) all other attachments incorporated by reference into the previously negotiated Purchase Order/Contract. Boeing's specifications shall prevail over any subsidiary documents referenced therein. Seller shall not use any specification in lieu of those contained in this Purchase Order/Contract without written consent of Boeing's authorized Purchasing Representative.

The Purchase Order/Contract number associated with the underlying terms and conditions, which terms and conditions are incorporated herein by this reference, is identified on the face of this Purchase Order/Contract where this clause is referenced.

19XX     MISCELLANEOUS
1901 916**   INSURANCE
      If, in the performance of this Purchase Order/Contract, Seller's employees, with or without equipment, are required to enter the premises owned or controlled by Boeing or the Government, Seller shall maintain Workmen's Compensation, Comprehensive Public Liability and Property damage including Automobile Public Liability and Property Damage coverage in amounts, form and with carriers satisfactory to Boeing, and shall on request provide certificates covering such insurance with, or shall submit for inspection such policies to Boeing.
1910 925**   SUPERVISION AND REMOVAL OF SELLER'S PERSONNEL
     

1. The Seller, in performance of this Purchase Order/Contract, shall be responsible for selecting personnel who are well qualified to perform the required services, for supervising his personnel and for keeping them informed of all improvements, changes and methods of operation.

2. Boeing may direct the Seller to remove, and the Seller shall remove, any employee from assignment to performance of any services under this contract for reasons of security or misconduct.

3. When the reason for the removal request is due solely to misconduct on the part of the employee, replacement shall be at the Seller's expense.

*New Clause, no corresponding Clause number assigned under "old" scheme.
**New Clause, "old" number assigned for Boeing internal use only.
***Clause not published in 1/87 edition of DAC 26-730, but was applied as a full text attachment to purchase orders.

 
 
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