1. Seller shall strictly adhere to the shipment or delivery schedules specified in this contract and delivery shall be made by Seller at such times and places and of such items and quantities as may from time to time be specified by Buyer.
2. In the event of any anticipated or actual delay, Seller shall:
   1. promptly notify Buyer in writing of the reasons for the delay and the actions beingtaken to overcome or minimize the delay;
   2. provide Buyer with a written recovery schedule; and
   3. if requested by Buyer, ship via air or expedited routing to avoid or minimize delay to the maximum extent possible, unless Seller is excused from prompt performance as provided in the "Excusable Delays" clause of this contract. Seller will pay the difference between the method of shipping specified and the actual expedited rate incurred.
      The notification in (i) above shall be informational only in character and shall not be construed as a waiver by Buyer of any delivery schedule or date or of any rights or remedies of Buyer provided by law or the Contract.
3. Seller shall be responsible for any additional charges resulting from deviation from Buyer's routing instructions (see clause PACKAGING AND SHIPPING below).
4. If Seller fails to make delivery promptly and regularly, as required under the Contract, Buyer may, in addition to other remedies available at law, terminate the Contract by giving notice to Seller. Title and risk of loss shall remain in Seller until goods are delivered to the F.O.B. point specified in the Contract. Notwithstanding such delivery, Seller shall bear risk of loss or damage to goods purchased hereunder from the time that Buyer gives notice of rejection of goods pursuant to the inspection provisions of this Contract.
5. Parts fabricated in excess or in advance of Buyer's release are at Seller's risk. Buyer reserves the right, without loss of discount privileges, to pay invoices covering items shipped in advance of the schedule on the normal maturity after the date specified for delivery.
   

1. Packaging and packing of items to be delivered by Seller under the Contract shall insure safe arrival at their destination, secure lowest transportation cost, conform with requirements of common carriers and, in any event, comply with Buyer's minimum specifications set forth on specification GDLS-PIR-01 (Attach F) [GDLS-PIR-01 (Attach F) can be found at the website www.gdls.com] (or the successor specification current at the time of delivery), and Government Packaging Instructions ASTM-D3951 (1998) (or the successor instructions current at the date of the Contract).
2. Unless this contract specifies otherwise, Seller will ship the Goods in accordance with the following instructions:
   1. GDLS Routing Instructions found at GDLS' website, procurement.gdls.com/Transportation Routing Instructions.
   2. Shipments by Seller or its subcontractors must include packing sheets containing Buyer's contract number, line item number, description and quantity of Goods shipped, part number or size, if applicable, and appropriate evidence of inspections. A shipment containing hazardous and non hazardous materials must have separate packing sheets for the hazardous and nonhazardous materials. Seller shall not include vermiculite or other hazardous substance in any packing material included with the Goods. Items shipped on the same day will be consolidated on one bill of lading or airbill unless Buyer's Authorized Procurement Representative authorizes otherwise. The shipping documents will describe the goods according to the applicable classification and/or tariff. The total number of shipping containers will be referenced on all shipping documents. Originals of all Government bills of lading will be surrendered to the origin carrier at the time of shipment.
   3. For material shipped F.O.B. origin, the Seller shall not insure and not declare a value except when transportation rates are based on "released value", in which instance the Seller shall annotate on the bill of lading the lowest released value provided in applicable tariffs.
   4. Seller will label each shipping container with the contract number and the number that each container represents of the total number being shipped (e.g. box 1 of 2, box 2 of 2)
   5. Seller will include copies of documentation supporting prepaid freight charges (e.g. carrier invoices or UPS shipping log/manifest), if any, with its invoices.
      

Seller will keep records evidencing inspections and their results and will make these records available to Buyer and the Government, where applicable, during contract performance and for three years after final payment.

SELLER NOTICE OF DISCREPANCIES: Seller shall immediately notify Buyer in writing when discrepancies in Seller's process or goods are discovered or suspected regarding Goods delivered or to be delivered under this contract.

1. Unless otherwise specified, prices are F.O.B. the place shown on the face of the PO and are exclusive of state sales and use taxes (see 6.b. TAXES below). No charge will be allowed for packing, crating, drayage, or storage. Seller warrants that prices charged for the goods are not higher than those charged to any other customer, including the Government, for goods of like grade and quality in similar or lesser quantities.
2. TAXES: Buyer assumes liability for payment of state and local sales and use taxes for goods delivered in the states of Michigan, Ohio, Pennsylvania, Alabama, Florida, California, and Virginia, and no such taxes shall be included in your quotation. Michigan Direct Payment Permit Number: 54-0582680, Ohio Direct Payment Permit Number: 98-002244, Pennsylvania Direct Payment Permit Number: 00174. Alabama Direct Payment Permit Number: 725, Florida Annual Resale Certificate Number: 47-04-028201-66, Virginia Direct Payment Permit Number: 9980001331, California Blanket Resale Certificate Number: SR OHA 97097568. Except for the foregoing, the contract price includes all other applicable taxes and no price adjustments may be claimed therefore.
   

1. Seller shall be paid upon submission of properly prepared invoices in accordance with Buyer's invoicing instructions for services, materials and/or supplies delivered to and accepted by Buyer. Each invoice shall include Buyer's contract number. Any adjustments in Seller's invoice due to shortages, rejection or other failure to comply with the provisions of this Contract, or under any other order or contract between Buyer and Seller, may be made by Buyer before payment. Discount periods shall commence ten (10) days after the latest of scheduled delivery, actual delivery, or receipt of invoice. No charges will be honored unless specified on the face of the PO. Invoices must be accompanied by transportation receipt, if transportation is payable as a separate item. Payment shall be deemed to have been made on the date Buyer's check is mailed or payment is otherwise tendered. Seller shall promptly repay to Buyer any amounts paid in excess of amounts due Seller.
2. Payment for "Special Tooling or Special Test Equipment" assumes that parts made there from will be acceptable dimensionally and functionally, and Buyer reserves the right to withhold payment therefore until samples from such "ST/STE" are fully approved. All parts made from such "ST/STE" are subject to, and covered by, the inspection provisions of paragraph 4 and WARRANTY provisions of paragraph 10. of this Contract Document.
3. Under Cost Reimbursement Type Contracts, the following also applies: Except as provided in this clause, payment will be made for allowable incurred costs in accordance with the following clauses of the Federal Acquisition Regulations (FAR), which are incorporated by reference. In each of the following clauses, "Contractor" means Seller, "Contracting Officer" and "Government" mean Buyer and "Disputes Clause" means the Disputes Clause of this contract. Except that the terms "Contracting Officer" and "Government" shall retain their original meanings with respect to any clause that permits the Contracting Officer or Government to review, inspect or audit the books and records of Seller.
   1. FAR 52.216-7 Allowable Cost and Payment
   2. FAR 52.216-8 Fixed Fee, if this is a Cost-Plus-Fixed Fee contract
   3. FAR 52.216-10 Incentive Fee, if this is a Cost-Plus-Incentive Fee contract, with Paragraph (e) of this clause being set forth elsewhere in this contract.
   4. FAR 52.232-20 Limitation of Cost (Applicable if this contract is fully funded.) "Schedule means this contract, "Contractor" means Seller and "Government" and "Contracting Officer" mean Buyer. The word "exclusive" in the first sentence of paragraph (a) is revised to "inclusive" and paragraph (d)(1) is revised to read: "(1) Buyer is not obliged to reimburse Seller for costs incurred and fee in excess of (i) the estimated cost and fee specified in the contact or, (ii) if this is a cost-sharing contract, the estimated cost to Buyer specified in the Contract."
   5. FAR 52.232-22 Limitation of Funds (If Contract is incrementally funded) (Applicable if this contract is incrementally funded.) "Schedule means this contract, "Contractor" means Seller and "Government" and "Contracting Officer" mean Buyer. The word "exclusive" in the first sentence of paragraph (a) is revised to "inclusive" and paragraph (f)(1) is revised to read:"(1) Buyer is not obliged to reimburse Seller for costs incurred and fee in excess of the total amount allotted by Buyer to this Contract, and"
      

1. "Special Tooling" (ST) means jigs, dies, fixtures, molds, patterns, taps, gauges, other equipment and manufacturing aids, all components of these items, and replacements of these items that are of such a specialized nature that without substantial modification or alteration their use is limited to the development or production of particular supplies or parts thereof or performing particular services. It does not include material, special test equipment, facilities (except foundations and similar improvements necessary for installing special tooling), general or special machine tools, or similar capital items. Special tooling, for the purpose of these terms and conditions, does not include any item acquired by Seller before the effective date of this contract, or replacement of such items, whether or not altered or adapted for use in performing this contract, or items specifically excluded elsewhere in this contract.
2. "Special Test Equipment," (STE)as used in this clause, means either single or multipurpose integrated test units engineered, designed, fabricated, or modified to accomplish special purpose testing in performing a contract. It consists of items or assemblies of equipment, including standard or general purpose items or components that are interconnected and interdependent so as to become a new functional entity for special testing purposes. It does not include material, special tooling, facilities (except foundations and similar improvements necessary for installing special test equipment), and plant equipment items used for general plant testing purposes.
3. Title to Special Tools/Special Test Equipment (ST/STE) acquired by Seller under this contract will vest in Buyer or the Government, as applicable, upon payment by Buyer. Seller will maintain such ST/STE in serviceable condition and will preserve and administer it for the exclusive use of Buyer, except that Seller may use such ST/STE on a rent-free, noninterference basis in the performance of Government contracts with Buyer's prior written consent. If the STE is attached to or made part of any other equipment or facility, Seller will be responsible for its removal and delivery in serviceable condition to Buyer upon written notification from Buyer.
4. Any ST/STE required and authorized under this order, may have all the ST/STE costs and hardware segregated into a separate "Tooling Order". The Tooling Order will include requirements such as: a GDLS tool number; a picture or drawing of each tool; and evidence that the tool successfully worked for the part or process that the special tool was needed prior to payment.
   

1. Buyer may at any time, by a written notice, and without notice to sureties or assignees, make changes within the general scope of this Contract in any of the following:
   1. technical requirements and descriptions, specifications, statement of work, drawings or designs;
   2. shipment or packing methods;
   3. place of delivery, inspection or acceptance:
   4. reasonable adjustments in quantities or delivery schedules or both;
   5. amount of Buyer-furnished property; and , if this contract includes services,
   6. description of services to be performed;
   7. time of performance (e.g. hours of the day, days of the week, etc.);
   8. place of performance, and
   9. terms and conditions of this contract required to meet Buyer's obligations under Government prime contracts or subcontracts. Seller shall comply immediately with such direction.
2. If such change increases or decreases the cost or time required to perform this contract, the parties shall negotiate an equitable adjustment in the price or schedule, or both, to reflect the increase or decrease. Buyer shall modify this contract in writing accordingly. Unless otherwise in writing, Seller must assert any claim for adjustment to Buyer's Authorized Procurement Representative in writing within 20 days and deliver a fully supported proposal to Buyer's Authorized Procurement Representative within 60 days after Seller's receipt of such direction. Buyer may, at its sole discretion, consider any claim regardless of when asserted. If Seller's proposal includes the cost of property made obsolete or excess by the change, Buyer shall have the right to prescribe the manner of disposition of such property. Buyer may examine Seller's pertinent books and records to verify the amount of Seller's claim. If under a Government contract, any information necessary to evaluate and negotiate Seller's proposal that is not provided to Buyer shall be provided to the appropriate US Government Agency for assist audit purposes. Failure of the parties to agree upon any adjustment shall not excuse Seller from performing in accordance with Buyer's direction. The amount of any price increase from a change shall be based on the actual reasonable cost to perform the change. The amount of any price decrease from a change shall be based on the reduction in the Seller's cost that reasonably should have occurred as a result of the change. Seller shall maintain complete and accurate accounting records properly documenting the foregoing cost, and such records shall be produced for examination and copying by Buyer within ten (10) days of a request by Buyer. Failure to agree to any adjustment shall be a dispute within the meaning of the "Disputes" paragraph of this Contract Document. However, nothing in this paragraph shall excuse the Seller from proceeding with the Contract as changed. Any action taken by Seller which affects any provision of this Contract, including delivery and price, whether or not accomplished with the concurrence of Buyer's employees, shall not entitle Seller to an equitable adjustment in accordance with this paragraph, unless such action has been specifically directed by written notice issued by Buyer.
3. If Seller considers that Buyer's conduct constitutes a change, Seller shall notify Buyer's Authorized Procurement Representative immediately in writing as to the nature of such conduct and its effect upon Seller's performance. Pending direction from Buyer's Authorized Procurement Representative, Seller shall take no action to implement any such change.
4. This clause d. applies if this is a Cost Reimbursement Order. Notwithstanding the foregoing provisions of this clause, the estimated or target cost of this contract and, if this contract is incrementally funded, the funds allotted for the performance thereof shall not be increased or deemed to be increased except by specific written modification of this contract indicating the new contract estimated cost and the new amount allotted to this contract. Until such modification is made, Seller shall not be obligated to continue performance or incur cost beyond the point established in the "Limitation of Cost" and "Limitation of Funds" clauses of this contract.

1. Buyer may, subject to the provisions of subparagraph (c) below, by written notice of default to Seller, terminate the whole or any part of this Contract in any one of the following circumstances: (i) if Seller fails to make delivery of the goods or to perform this Contract within the time specified herein or any extension thereof; or (ii) if Seller fails to perform any of the other provisions of this Contract, or so fails to make progress as to endanger performance of this Contract in accordance with its terms, and does not cure such failure within a period of ten (10) days or longer period (as Buyer may authorize in writing) after receipt of notice from Buyer specifying such failure.
   
2. In the event Buyer terminates this Contract in whole or in part as provided in subparagraph (a) above, Buyer may procure, upon such terms and in such manner as Buyer may deem appropriate, supplies or services similar to those so terminated, and Seller shall be liable to Buyer for any excess costs for the same, including without limitation all costs and expenses of the type specified in the "WARRANTY" paragraph of this Contract Document; provided, that Seller shall continue the performance of this Contract to the extent not terminated hereunder.
3. Except with respect to defaults of subcontractors, Seller shall not be liable for any excess costs if the failure to perform this Contract arises out of causes beyond the control and without the fault or negligence of Seller. Such causes are outline in the EXCUSABLE DELAYS paragraph of this Contract Document. In every case the failure to perform must be beyond the control and without the fault or negligence of Seller.

   If the failure to perform is caused by the default of a subcontractor, and if such default arises out of causes beyond the control of both Seller and the subcontractor, and without the fault or negligence of either of them, Seller shall not be liable for any excess costs for failure to perform, unless the supplies or services to be furnished by the subcontractor were obtainable from other sources in sufficient time to permit Seller to meet the required delivery schedule. The term(s) "subcontractor(s)" shall mean subcontractor(s) at any tier.

4. If this Contract is terminated as provided in subparagraph (a) above, Buyer, in addition to any other rights provided in this Contract, may require Seller to transfer title and deliver to Buyer or the Government, in the manner and to the extent directed by Buyer, (i) any completed goods, and (ii) such partially completed goods and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and contract rights (hereinafter called "manufacturing materials") as Seller has specifically produced or specifically acquired for the performance of such part of this Contract as has been terminated; and Seller shall, upon direction of Buyer, protect and preserve property in the possession of Seller in which Buyer or the Government has an interest. Payment for completed goods delivered to and accepted by Buyer shall be at the Contract price. Payment for manufacturing materials delivered to and accepted by Buyer and for the protection and preservation of property shall be in an amount agreed upon by Buyer and Seller; failure to agree to such amount shall be a dispute concerning a question of fact within the meaning of the paragraph of this order entitled "Disputes." Buyer may withhold from amounts otherwise due Seller for such completed supplies or manufacturing materials such sum as Buyer determines to be necessary to protect Buyer or the Government against loss because of outstanding liens or claims of former lien holders or for damages otherwise caused by Seller's failure to perform its obligations under the Contract.
   
5. If, after notice of termination of this Contract under the provisions of this paragraph, it is determined for any reason that Seller was not in default under the provisions above, or that the default was excusable under the EXCUSABLE DELAYS paragraph of this Contract Document, the rights and obligations of the parties shall be the same as if the notice of termination had been issued pursuant to the "Termination for Convenience" paragraph of this Contract Document.
   
6. The rights and remedies of Buyer provided in this paragraph shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contract.
7. If a Government contract number is cited on the face of the PO, a termination for default shall be accomplished in accordance with the appropriate contract type termination clause under FAR 52.249, as in effect on the date of this Contract, which shall be controlling over any conflicting provisions hereof.