T-RMS (09/04)

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					                                      T-RMS (01/10)
 ADDITIONAL SOLICITATION/PURCHASE ORDER TERMS AND CONDITIONS (8 pages)

 *Changes from last revision dated 10/09.

 Engineering, purchase order attachments, and other documents identified in Buyer’s solicitation/order are in
 Seller's possession or can be accessed through the internet web site at the URL address shown below.

      http://www.eseb.raytheon.com/tandc/

 Unless otherwise specified, requirements herein apply to both solicitations & awards. However, all
 requirements preceded by /// are deleted from orders that are for services only.



 PART A.          REQUIREMENTS FOR ALL RMS ORDERS

 1.   All transactions include the following attachments for the circumstances as specified:

   TC-009   (10/03)    [ Fixed Price Level of Effort (FPLOE) transactions ]
///IN-002   (3/00)     [ applies to Non-US suppliers with a PO identifying a FOB point outside the US ]
///IN-003   (3/00)     [ applies to Non-US suppliers with a PO identifying a FOB point inside the US ]
   IN-005    (2/06)    [ purchase orders where Seller has agreed to develop offset credits ]
   IN-006    (2/06)    [ solicitations over $100K ]
   IN-009   (10/03)    [ work over $500K citing any customer contract (execute & return the certification) ]
   PT-001    (4/08)    [ Buyer/Buyer’s customer property is provided/furnished or will remain in Seller’s
                        custody ]
///PT-002 (3/00)       [ non-warranty repair/rework orders ]
   IP-001 (3/00)       [ solicitations for studies/R&D/data delivery ]
///PR-07 (10/96)       [ in lieu of TC-001, if a license for pre-existing software is involved ]
   SA-004 (2/07)       [ work will be performed on Raytheon owned or controlled property ]
   SA-008 (3/00)       [ non-personal services or the delivery of chemicals in the state of California ]
///SA-009 (3/00)       [ lease or rental of equipment ]
   T-SA004 (11/00)     [ SA-004 above applies (RMS orders only) ]
///T-PR07 (7/99)       [ a software license is involved (RMS orders only) ]
   T-TC006 (10/05)     [ cost type transactions (RMS orders only)]
///T-TPA78 (4/01)      [ Special Tooling is involved (RMS orders only) ]
   FN-003 (10/03)      [ milestone/advance payments are authorized elsewhere in the order (An advance payment
                         is considered a milestone payment for the purposes of this clause.) ]

 2.   In addition, all transactions include the following clauses, as applicable:

///a. SALES TAX LICENSE NUMBERS: Arizona - 10 007464-D California - 98-034129 Kentucky - 042545

 b. INVOICES: For RMS Tucson orders, the “mail invoices to” address is:
                       Raytheon Company/MS 3136, RMS FSS AP,
                       P.O. Box 650009, Dallas, TX 75265-0009.

///c. UNAUTHORIZED DELIVERIES: For RMS orders, Seller shall not deliver units more than 5 calendar
      days before scheduled delivery dates unless authorized in writing by the Buyer. Unauthorized
      shipments will either be returned at Seller’s expense or payment of Seller’s invoices will be deferred
      until PO delivery date.
///d. PART DISCONTINUANCE: Seller must provide Buyer six months advance written notice of the
      discontinuance of any part on this order.

///e.    MATERIAL SAFETY DATA SHEET (MSDS):
        Seller must identify in its offer if it is providing any hazardous chemicals, or mixtures containing such
        chemicals, as defined in 20 CFR. 1910.1200. By accepting an award, Seller certifies that it has done so
        and that it will ship each such item in a properly labeled container. Further, Seller shall promptly &
        prior to the first shipment, mail a copy of the MSDS for each such item to:


        FOR SHIPMENTS TO TUCSON, AZ                                FOR SHIPMENTS TO LOUISVILLE, KY
        Raytheon Company Environmental,                            Raytheon Company
        Health & Safety Office                                     6201 Strawberry Lane
        Bldg. 826                                                  Louisville, KY 40214-2962
        P.O. Box 11337, Tucson, AZ 85734

        FOR SHIPMENTS TO AET IN RANCHO                             FOR SHIPMENTS TO AUR E. CAMDEN, AR
        CUCAMONGA, CA                                              Raytheon Company
        Raytheon Company                                           PO Box 3394
        AET Center, PO Box 1973                                    E. Camden, AR 71711
        Rancho Cucamonga, CA 91729-1973

///f.   SPI AND REQUIRED MATERIALS AND PROCESS SPECIFICATIONS
        RMS strongly suggests that Suppliers use Buyer authorized Single Process Initiatives (SPI) and
        requests any others of value. For this order, RMS hereby approves Seller’s use/flow down of the SPIs
        listed below and of any others previously or later approved by Buyer in writing. Note: it is not
        mandatory to requalify or to change materials and processes currently in use which are compliant with
        existing requirements. Hardware need only conform to the minimum acceptance criteria of the listed
        specifications whenever that hardware is produced using any of the materials and processes listed
        below:

        Hybrid Microelectronics Manufacturing                      MIL-PRF-38534
        Printed Wiring Board Fabrication                           IPC 6012, Class 3 and Raytheon Specification 61494
        Quality System                                             ISO 9001:2000/AS9100
        Calibration System                                         ANSI/NCSL Z540
        Test Equipment Prove-In                                    TES 1059276
        Stainless Steel Passivation                                ASTM-A380

        Configuration & Data Management                            MIL-STD-973, MIL-STD-974, ISO 13003-230,
        (Production Programs Only):                                CLASS 1 & MIL-T-31000

        Software Development                                       ISO/IEC 12207
        Military Specifications and Standards                      Authority is granted to use latest RELEASED
                                                                   revision
        Non-Fire Retardant Packaging                               Use of commercial non-fire retardant foam-in place
                                                                   packaging is authorized
         Electrostatic Discharge Control                           MIL-STD-1686, Revision C
  g.     CLASSIFIED DELIVERY
        Caution: When shipping deliverables classified per a DD254, routing must be as specified, ensuring
        compliance with all requirements of the National Industrial Security Program Operating Manual
        (NISPOM), DoD 5220.22-M. Addresses below are as they should appear on the outer wraps. Intended
        recipient’s name should be on the inner wraps only. All classified hardware and documents shipped to
        Tucson shall be addressed to one of the following addresses, as appropriate:

        Type                            DSS Approved Method                             Outside Label Address
                                               STANDARD MAIL

 Must be less than 2 cubic ft. Anything larger must have prior coordination with CDCC.

 Documents / Media                     U.S. Postal Service                                   Raytheon Company
 And                                   Express                                          Attn: Document Control
 COMSEC Attn: CA 870872                Registered                                               P.O. Box 11337
                                                                                        Tucson, AZ 85734-1337

                                           OVERNIGHT DELIVERY

 Documents / Media                     Overnight Delivery                                   Raytheon Company
 And                                   Carriers:                                              Bldg. 807 M/S P8
 COMSEC Attn: CA 870872                USPS Express                                        Attn: Security Office
                                       Federal Express                                   1151 E. Hermans Road
                                                                                        Tucson, AZ 85756-9367

 Hardware ONLY                         Overnight Delivery                                    Raytheon Company
                                       Carriers:                                                 Attn: Security
                                       USPS Express                                                  Bldg. 9022
                                       Federal Express                                     9000 South Rita Road
                                                                                             Tucson, AZ 85747

 There may be customer requirements per contracts which limit the methods of shipment. Please review
 contracts for additional information.

 Note that:
         USPS Express is overnight to 75% of the US / Maximum weight allowed 70 lbs.
         USPS Registered can take 5 – 7 business days / Maximum weight allowed 70 lbs.
         Federal Express is overnight to all US locations


                                For additional assistance or further clarification,
            Contact security at 807 CDCC (520) 794-2322 or Rita Road Security at (520) 663-9191

///h. SOLDERING AND ELECTRONICS ASSEMBLY PROCESS REQUIREMENTS: The following
      material and process specifications shall be applicable to all purchase orders for soldering and
      electronics assemblies:

       J-STD-001D, subject to the following modifications:
                  a) Solder alloys other than J-STD-006 Sn60Pb40, Sn62Pb36Ag2 and Sn63Pb37 shall not
                  be used for electrical and electronic assembly soldering, unless otherwise specified on the
                  drawing or purchase order.
                   b) Process Validation and control can not be substituted for 100% X-ray inspection of
                  BGA’s, unless it is part of documented process control program agreed to by the
                  Raytheon Procuring agency.
                  c) Raytheon will comply with J-STD-001 D paragraph 0.1.10 Measles, unless the PCB is
                  procured to a specification in which greater level of measling is acceptable, such as IPC-
                  6012B and IPC-6013, then the assemblies will use the criteria called out therein.
                  Measling should be identified as a Process Indicator as defined in J-STD-001D
                  paragraph 1.5.1.

  3.    SOLICITATION BEST VALUE ANALYSIS. If this is an RMS solicitation for which line item
       offers exceed $25K, said offer is subject to best value analysis in accordance with the criteria identified
       in the RMS Supplier Performance Rating System and/or any alternative or additional evaluation
       factors as may be/have been identified in the solicitation.
4.   SPECIAL CLAUSES FOR ORDERS WHICH ARE OTHER THAN FFP/FPLOE. Buyer’s Cost
     Reimbursement (CR), Time and Material (T&M), and/or Labor Hour (L/H) type orders still include the
     U.S. Government clauses in Buyer’s TC-002, Section 2.F identified as applicable to such types of
     contracts and FAR 52.215-2 (Audit and Records – Negotiation) even if the rest of TC-002 is not
     incorporated into the Purchase Order, except that “Government” and “Contracting Officer” mean
     “Buyer” and “Contractor” means “Seller”. [But see Section A. 6 below]

5. SPECIAL TC-001 WARRANTY DELETION. If this order is cost type, time and material, labor hour
    or fixed price level of effort, there is no warranty for research work or for materials that are
    experimental or developmental.

6. PERMISSION FROM SELLER REGARDING BOOKS AND RECORDS
    (This clause applies only to Seller’s “financial” books and records of accounting, but, where
    applicable, supersedes anything to the contrary anywhere in Buyer’s Terms and Conditions.)
    “Audit of Seller’s financial books and records of accounting may only be performed where permitted
    or required by a specific clause applicable to this order. Buyer may perform said audits but only
    where specifically permitted by Seller. Where Buyer may not perform the audit, Seller shall so state in
    writing and agrees that it may then be accomplished by the U.S. Government or, if the Government is
    unable or unwilling, by a mutually acceptable independent certified public accounting firm.”

7.    CORRECTIVE ACTION REQUESTS. In the event a Corrective Action Request is provided to the
     Seller, Seller must respond within the time specified with its cause and corrective action.


PART B.       REQUIREMENTS APPLICABLE TO U.S. GOVERNMENT WORK
[THIS PART B IS DELETED IN ITS ENTIRETY IF NO GOVERNMENT CONTRACT IS CITED
ON THE ORDER.]


1. All transactions in support of a U.S. Government contract include the following attachments for the
circumstances as specified, except that commercial items as defined in FAR 2.101 are exempt:


     CR-001 (03/08)                 [ all Government solicitations over $650K ]
     CR-004 (7/04)                  [ all Government solicitations over $25K & must be executed &
                                    returned ]

     Form 22370RMS (11/05)          [ all Government work over $650K which is subject to TINA (upon
                                    request, execute & return) ]

2. Orders citing a customer contract specified below include the identified RMS (Tucson) T-Attachment
as specified:

Customer Contract                                                      T-ATTACHMENT(S)
F-33657-93-L-2257                                                      T-FACILITY LEASE (93) [4/96]
///100200, 101616 (HQ0006-98-C-0003 & HQ0006-01-C-0001)                T-EKVLSI-5 [07/05]
///N00024-98-C-5441    (for other than U.S. suppliers only)            T-RAM LCHR NON-US (99) [8/99]
///N00024-00-C-5487    (for other than U.S. suppliers only)            T-RAM NON US (00) [3/00]
///N00024-00-C-5482    (for other than U.S. suppliers only)            T-RAM LCHR NON US (00) [4/00]
FA8213-04-C-0127                                                       T-MAVERICK (05)

3. All Government orders include:

a. PRODUCT ORIENTED SURVEY (POS) AUDIT
     Per DFARS 246.103, the Government may conduct a product oriented survey(s) of Seller to determine
     compliance with requirements of the contract. Should such surveys be required under purchase orders
     of less than $500K, any additional costs therefore shall be negotiable under the changes clause.

b. WORK ON A GOVERNMENT INSTALLATION
   Seller shall comply with all Government rules and regulations governing when working on a
   Government facility.

c. GOVERNMENT ORDERS OVER $100,000 INCLUDE
   (reserved)

d. ALL GOVERNMENT ORDERS ALSO INCLUDE
   (reserved)

4. Fixed Price Government orders over $100,000 include (if progress payments are approved in the
   purchase order):

a. FAR 52.232-16 (Progress Payments)
   Alt I applies if Seller is a small business. Alt II applies to letter contracts. In addition, the following
   changes, in accordance with FAR 32.504(e), are made to this FAR clause: To protect Government
   rights as it relates to title and the vesting of title to property, there is no substitution for the word
   Government. In paragraph (d)(2)(iv) the term “Government” is changed to “Contractor”. In paragraph
   (g) the term “Government” is expanded to “Government or Prime Contractor” and “Contracting
   Officer” is expanded to “Contracting Officer or Prime Contractor”.

b.   DFARS 252.232-7004 (DoD Progress Payment Rates)
     Applies to DoD orders where Section B.4.a. above is made applicable.

c.   FAR 52.232-32 (Performance Based Payments)
     Applies where Buyer has specifically made such a payment, or authorized such payments elsewhere in
     this order.
     FAR 52.232-32 "Performance Based Payments" is incorporated herein by reference with the following
     modifications: "Government" and "Contracting Officer" mean "Buyer" except in paragraph (f) where
     made to this FAR clause: To protect Government rights as it relates to title and the vesting of title to
     property, there is no substitution for the word Government. In paragraph (d)(2)(iv) the term
     “Government” is changed to “Contractor”. In paragraph (g) the term “Government” is expanded to
     “Government or Prime Contractor” and “Contracting Officer” is expanded to “Contracting Officer
     they mean "Buyer or Government, as applicable." Also in paragraph (c)(2) the first sentence is changed
     to read: "A payment under this clause is considered a financing payment and approved requests shall
     be paid by the Buyer in accordance with the terms of this order", and. with respect to paragraph (d) a
     liquidation rate of 100% shall apply unless a different liquidation rate has been specified elsewhere in
     the Purchase Order."

5. Government orders over $500,000 include the clause:

     GOVERNMENT INDUSTRY DATA EXCHANGE PROGRAM (GIDEP) Seller shall participate in
     GIDEP as per NAVSEA S0300-BU-GYD dated November 1994.

6. Government orders over $1,000,000 include the clause:

     TECHNICAL & ENGINEERING ACQUISITION SUPPORT Seller agrees to cooperate with Buyer’s
     Customer’s Technical Engineering and/or Management Support Contractors, if any, subject to
     coordination with the Buyer and to include this clause in all subcontracts over $1,000,000.

7. All Department of Defense Government orders, except those for commercial items as defined in FAR
   2.101, include, as applicable:
a. [Reserved]

b. DFARS 252.225-7008 (Supplies to be Accorded Duty Free Entry)
   Applies if DFE is authorized.

c. [Reserved]

d. [Reserved]

e. [Reserved]

8. Department of Defense Government solicitations and contracts exceeding $500,000 include:

a. [Reserved]

b. [Reserved]

*c. Under the terms of this Purchase Order, and pursuant to FAR 52.219-9 – Small Business
Subcontracting Plan, you may be required to submit a Small Business Subcontracting Plan and use the
Electronic Subcontracting Reporting System (eSRS) http://www.esrs.gov/ to input Individual
Subcontracting Reports (ISRs) against your small business subcontracting plans.

    In order to complete the ISR in eSRS, Raytheon is required to provide the following information:

             Prime contract number (see header text and/or individual line items of this Purchase Order)
             Applicable Raytheon DUNS number 794598573
             The email address for the contractor official [responsible for acknowledging or rejecting the
                 ISR]:

                             Jo Anne Arvizu: jnarvizu@raytheon.com

You must include the above contractor official on the ISR report email notification.

9. All Government solicitations over $650,000 include:

   Unless Seller claims a valid Truth in Negotiations Act (TINA) exemption, Cost or Pricing data is
   required to support non-competitive proposals exceeding $650,000, and per Federal Acquisition
   Regulation (FAR) 15.404-3(b)(1), Raytheon is required to conduct a Cost Analysis thereof.
   Accordingly, as a subcontractor, you grant the right to examine records that form the basis for
   your pricing proposal (FAR 15.408 Table 15-2 Note 2). [See Section A.6 above.] This includes all
   Cost and Pricing information that prudent buyers would reasonably expect to affect price
   negotiations (FAR 15.401). Data must be certifiable as current, accurate and complete according
   to FAR 15.406-2. Include Cost and Pricing Data with and as part of your priced proposal submittal
   to Raytheon. (Also FAR 15.408 Table 15-2, I.A General Instructions requires certain information to
   be provided on the first page of your proposal.) If desired, contact the Buyer for a copy of Raytheon
   Missile System’s “Cost and Pricing Instructions.” FAR 15.404-3(1) and (2) require these Cost
   Analyses to be completed and included with RMS’s priced Prime Proposal. Per Section 808 of
   Public Law 105-261, an offeror who does not comply with a requirement to submit information to the
   contracting officer may be deemed ineligible for award.

10. [Reserved]




PART C.          SPECIAL PROGRAM SPECIFIC REQUIREMENTS
[IF THIS TRANSACTION IS NOT FOR A PROGRAM NOTED BELOW, THIS PART C. IS
DELETED IN ITS ENTIRETY.]

1.   STANDARD, PHALANX, SPARROW & ESSM program orders include:
      EXCLUSION OF MERCURY ELECTRONICS
     (1) Supplies furnished shall contain no free mercury (metallic form) or mercury compounds (e.g.
         mercuric oxide & mercuric chloride) without written approval of NAVSEA. Seller shall perform
         a review to the extent necessary for a reasonable assurance that mercury is not being used in the
         supplies (e.g. review of drawing parts lists & material lists)
     (2) Mercury bearing instrument & equipment (i.e. those instruments containing free mercury) shall
           not be used in the manufacture, fabrication, assembly, testing, etc., of any supplies. Note:
                       (a)    The most probable causes of mercury contamination are direct connected
                              manometers, mercury vacuum pumps, mercury seals, mercury-in-glass
                              thermometers or handling free mercury in the immediate vicinity of supplies.
                       (b)    The Subcontractor shall perform a review of his facilities to provide reasonable
                              assurance that supplies are not in danger of mercury contamination (e.g. check
                              of instruments and Test Equipment (TE)).
                       (c)    In case of doubt or question regarding mercury, contact NAVSEA for
                              assistance.
                       (d)    For accidents involving actual or suspected mercury contamination of supplies,
                              contact NAVSEA immediately.
     (3) Seller shall develop the same assurance & confidence of compliance with the mercury exclusion
         clause as it does with other specification requirements (e.g. toxic materials, flammable materials,
         fragile materials & radioactive materials).
         Note: Certification of compliance or other attesting documentation shall be available if required to
         be provided to the Buyer and/or Government.
     (4) The Subcontractor shall require all Subcontractors to comply with the mercury exclusion
         requirements.

2.   RAM program orders include:
      PLASTIC ENCAPSULATED DEVICES PROHIBITION
       Use of plastic encapsulated devices is prohibited without prior Government concurrence obtained
       through the Buyer.

3. TACTICAL TOMAHAWK program orders include the following warranty that shall take precedence
   over any other warranty provisions regardless of where any other such warranties are stated:
      Warranty
      (a) Seller shall warrant all items delivered for a period of 16 years from the date of original
      shipment against defects in material and workmanship. Buyer shall return or make available to
      Seller any nonconforming or defective items for Seller's correction or replacement of
      nonconforming or defective items(s). The Seller's obligation to correct defects pursuant to this
      warranty shall include the disassembly and reassembly of the part, furnishing all the labor and
      materials required to accomplish the repair or replacement of the part, and then testing, inspecting,
      packing and marking the repaired or replaced (as required) part. Shipping costs will be the
      responsibility of the Buyer. The repair of the part will be conducted at either the place of
      performance of this purchase order or location of the part, at the Seller's discretion. Inspection and
      acceptance of items by Buyer or its customer, or payment therefore, shall not relieve Seller of its
      responsibilities hereunder.

        In the event the Seller chooses no longer to make any item available for purchase during the
        warranty period, the Seller shall be required to provide written notice (Product Termination -
        Advanced Notification) to the Buyer six months in advance of the last date on which the item can
        be ordered. In addition, the Seller shall be required to provide a written plan documenting their
        approach to fulfilling their warranty obligations associated with items already delivered. That plan
        must be delivered to the Buyer no later than 30 days after delivery of the Product Termination -
        Advanced Notification.
       (b) This warranty entitlement shall inure to the benefit of both Buyer and Buyer’s customers.

       (c) Seller shall be liable for and save Buyer harmless from any loss, damage, or expense
       whatsoever that Buyer may suffer from breach of any of these warranties. Remedies include repair,
       replacement or reimbursement of the purchase price of nonconforming goods at Buyer’s election.”

4. TACTICAL TOMAHAWK and STANDARD MISSILE program orders also include the following
   parts obsolescence clause that shall take precedence over any other parts obsolescence clauses
   regardless of where any such other clauses are stated:
      Parts Obsolescence
      (a) The Seller shall have a Parts Obsolescence Management Process that assesses the parts and
      materials used in products manufactured for the Buyer under this Purchase Order. This process
      shall evaluate the current and future availability of parts and materials at a frequency that provides
      sufficient time to identify obsolescence issues, allow determination of a path of action, and take all
      actions necessary to eliminate an obsolescence issue that could cause hardware delivery delays.
      These actions should include, but not be limited to, Last-Time/Life-Time-Buys, evaluate
      performance and interchangeability of alternate parts, perform redesign to eliminate obsolete parts,
      and include necessary re-qualification actions. The Seller shall be entitled to reimbursement for
      advance procurement of any parts not consumed due to early contract termination. Buyer’s
      approval is required prior to any advanced procurement or redesign activity. In the event there are
      any hardware delivery delays caused by Seller's failure to comply with Seller's responsibilities as
      stated herein, Seller shall pay Buyer for all reasonable costs associated with delays to Buyer's
      schedules and/or shall pay for all reasonable costs associated with a determination of acceptability
      of alternate parts and/or necessary redesign, including any re-qualification, of the Seller’s products.

       (b) The Seller’s Parts Obsolescence Management Process must be documented in writing including
       definition of the process steps, responsible parties, review of results and frequency of evaluation.
       The process documentation must be approved by the Seller’s management. The process will be
       reviewed at the Post Award Review (PAR). At this review, the parties will modify the process, if
       necessary, so that it is mutually acceptable. The parties will also mutually determine the manner
       and frequency of future notices to Raytheon of compliance with the process.


End of Document

				
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