T-35 (02/03)

Vought Aircraft Industries, Inc.

Purchase Order Terms and Conditions

International, Commercial, Capital Equipment (Fixed Price)

1.	DEFINITIONS AND EXPLANATIONS
A.		Definitions.
		1.	“Buyer” means Vought Aircraft Industries, Inc. including its subsidiaries.
		2.	“Drawing” means the graphic and pictorial portions of this Order showing the design, location and dimensions of the Work, generally including plans, elevations, sections, details, schedules and diagrams.
		3.	“Incoterms” means the set of international rules for the interpretation of terms used in foreign trade contracts as prepared and published by the International Chamber of Commerce, Paris, France. “Incoterms,” when referenced or specified herein, shall mean and refer to the Incoterms 2000. In case of a conflict between the provisions of the Incoterms and the provisions of this Order, the provisions of this Order shall govern.
		4.	“Order” means the instrument of contracting including this Purchase Order and all referenced documents.
		5.	“Parties” means Buyer and Seller collectively.
		6.	“Products” means those goods, supplies, reports, computer software, data, materials, articles, items, parts, components or assemblies, and any related services described in the Order.
		7.	“Seller” or “Contractor” means the Party with whom Buyer is contracting.
		8.	“Specifications” means that portion of the Order consisting of the written requirements for materials, equipment, systems, standards and workmanship for the Work, and performance of related services.
		9.	“Work" means the services, including labor, materials, supplies, appliances, equipment, transportation or other things required, to be provided or performed by Seller and/or Seller’s Subcontractors in order to fulfill the obligations and requirements of the Order.
B.		Miscellaneous Word Explanation.
		1.	Whenever the words “as shown," “as indicated" or “as detailed" or words of similar import are used, reference is being made to the drawings and/or specifications unless otherwise specifically provided.
		2.	Unless otherwise specifically provided, whenever the words “as directed," “as required," “as permitted," “approved," “accepted," “acceptance" or words of similar import are used, it means that specific direction, permission, approval or acceptance by Vought Aircraft Industries, Inc. is required before Seller proceeds further.
		3.	The words “to provide" or “provide" means “to furnish and install" or “to provide complete and in place" unless otherwise specifically documented.
C.		Unless the context otherwise requires, words in the singular include the plural and the plural include the singular.
D.		Titles and paragraph headings used herein and in the Order are for convenient reference only and shall not affect the interpretation of any provision of the Order.
2.	ACCEPTANCE
	This Order is Buyer’s offer to Seller. Seller’s acceptance is expressly limited to the written terms of this Order. No additional or different term shall be binding. Buyer hereby objects to any additional or different terms contained in Seller’s acceptance. Any of the following acts by Seller shall constitute acceptance:
A.		Signing and returning a copy of this Order;
B.		Commencing performance of any effort required to complete this Order;
C.		Informing Buyer of commencement of any effort required to complete this Order; or
D.		Shipping of any Products in performance of this Order.
3.	ORDER OF PRECEDENCE
	In the event of any inconsistency between any parts of this Order, the inconsistency shall be resolved by giving precedence in the following order:
A.		Typed Purchase Order.
B.		Purchase Order Terms and Conditions.
C.		Statement of Work.
D.		Specification/Drawing.
E.		Supplier Data Requirements List (SDRL)/Data Item Description (DID).
F.		Other Referenced Documents.
4.	DELIVERY, TITLE AND RISK OF LOSS
A.		Unless otherwise specified in this Order, all shipments are to be made in accordance with “INCOTERMS” 2000, Delivered Duty Paid (DDP), Buyer’s plant, with Seller bearing all costs and risk of loss until the Products are unloaded in accordance with the freight terms and at the place as specified on the face of the Order. The terms shall be as designated in the Order. Risk of any loss and/or damage to Products occurring before receipt at the delivery point specified shall be Seller’s responsibility. Title shall pass to Buyer upon acceptance at Buyer’s plant, following installation; however, passing of title shall not relieve Seller of any other obligations under this Order.
B.		All deliveries shall be strictly in accordance with the applicable quantities and schedules set forth in this Order. Unauthorized overshipments and early shipments shall be returned at Seller’s expense. Seller shall be liable for all storage/handling charges incurred as a result of overshipments and early shipments.
5.	INSPECTION, ACCEPTANCE AND REJECTION
A.		All Products are subject to final inspection and acceptance at destination, notwithstanding the FOB point or any payment or prior inspection at source. Final inspection and acceptance will be made at a reasonable time after receipt and installation of Products.
B.		Buyer’s failure to inspect any of the Products shall neither relieve Seller from responsibility for non-conforming Products nor impose liability on Buyer therefor.
6.	ORDER PERFORMANCE
	Seller shall perform all Work required in strict accordance with the drawings, specifications and other provisions and requirements of the Order within the period of time specified and at the price(s) set forth in the Order.
7.	SCHEDULE PROGRESS AND OVERTIME
A.		Prior to commencing Work, or within such further time after commencing as Buyer may allow, Seller shall prepare and submit, for Buyer's approval, a practicable and feasible schedule for the Work. Seller shall update the schedule as required and promptly submit each revision thereof to Buyer for approval.
B.		Unless otherwise specified in the Statement of Work, at the end of each week, or as requested by Buyer, Seller shall submit to Buyer three copies of a progress report showing the actual progress of the Work in comparison with the items on the approved schedule.
C.		Seller shall prosecute the Work in accordance with the approved schedule. Failure to do so shall be evidence that Seller is failing to prosecute the Work with such diligence to ensure completion within the time specified in this Order and may result in cancellation in accordance with the provisions of the Cancellation For Default clause herein.
D.		Seller shall furnish sufficient personnel and equipment, and shall work such hours, including night shift, overtime operations and Sunday and holiday work, as may be necessary to ensure completion of the Work in accordance with the approved schedule. If Seller falls behind such schedule, Seller shall take all necessary action to improve its progress and Buyer may require Seller to increase the number of shifts, overtime operations, and days of work, including Saturdays, Sundays and holidays, all without additional cost to Buyer. This clause is in addition to Buyer's other remedies.
E.		Time is of the essence in the performance of this Order. If at any time it appears to Seller that it will not meet any of the schedules or the scheduled completion date of the Work for any reason, Seller shall promptly notify Buyer in writing of the reasons for the delay and the estimated time or duration of such delay. The notification requirements, herein, shall not in any way be construed as relieving Seller of any liability for breach of contract by reason of any delay in performance.
8.	BUYER OPERATIONS
	Seller shall schedule all Work performed by Seller upon Buyer’s premises so as to avoid interruption of normal Buyer business operations.
9.	INVOICE
	Seller shall send a separate invoice for each shipment and/or for Work performed and shall include the following information taken from Buyer’s Purchase Order, as applicable: Purchase Order number, item number, part serial number (if serialized), part number, description of Work, unit of measure, and unit price. Invoices shall be accompanied by such evidence in support thereof as may reasonably be required by Buyer. Seller’s invoice shall also include: Seller’s phone number and address, invoice number, date prepared, item quantity, extended item price, and total invoice value. If Seller’s “remit to” address is different than the address indicated on the Purchase Order, clearly identify the “remit to” address on the invoice. No invoice shall be issued prior to shipment of Products or performance of Work being invoiced.
10.	PAYMENT
	Payment shall be in United States of America Dollars. Payment due dates, including discount periods, will be calculated from the date of acceptance of Products or correct invoice, whichever is later. Buyer has the right to pay invoices covering Products shipped in advance of schedule on the normal maturity after the date specified for delivery. Payment shall not constitute acceptance of Products.
11.	SETOFFS
	Any amounts owing to Buyer by Seller may be set off against amounts otherwise due to Seller under this or any other Buyer Order.
12.	PAYMENT FOR LABOR, MATERIAL, AND WAIVER OF LIENS
A.		Seller shall be responsible for the prompt payment of all persons who perform labor upon or furnish services, materials, equipment, supplies or other items used, or to be used, in the performance of the Work called for by this Order.
B.		If Seller fails to pay any of its Subcontractors and such failure jeopardizes the completion of the Work within the time specified in this Order, then Buyer, upon notice to Seller, may make payment directly to any such Subcontractor in accordance with the actual subcontract price for work performed under this Order. To the extent of any such direct payments to a Subcontractor, payments made to Seller or to be made, or both, shall be adjusted and any refund due Buyer as a result of such adjustment shall be promptly paid.
C.		Seller shall:
		1.	Defend, indemnify and hold harmless Buyer from all claims, demands, causes of action or suits, of whatever nature, arising out of the services, labor and materials furnished by Seller or its Subcontractors and from all laborer's, material men's and mechanic's liens upon the real property where the Work is located, arising out of the services, labor and materials furnished by Seller or any of its Subcontractors under this Order; and
		2.	Keep Buyer’s property free and clear of all liens, claims and encumbrances arising from the performance of this Order by Seller or its Subcontractors.
13.	FINAL PAYMENT
	Upon:
A.		Final acceptance by Buyer of all Work called for by this Order;
B.		Submission by Seller, if requested, of an affidavit, together with receipts, releases or other satisfactory evidence in support thereof, stating that all payments and claims for which Seller is responsible hereunder have been made or settled, except as specifically listed therein; and
C.		Submission by Seller, as required, of a release and waiver of all liens and rights of lien and all claims against the Work site or property and Buyer under or arising out of this Order or its performance other than such claims, if any, as may be specifically excepted by Seller from the operation of the release in stated amounts set forth therein or in estimated amounts where the amounts are not susceptible of exact statement.
	Buyer shall pay the amount due Seller under this Order; provided, however, that Buyer may retain from any payment, until the claim involved is settled, such amount as may reasonably be necessary to protect Buyer from loss on account of any lien, claim, suit or action for which Seller is responsible under this Order, or any claim Buyer may have against Seller in connection with this Order.
14.	MAINTENANCE INFORMATION AND TOOLS
	For each piece of equipment installed in the Work, Seller shall, as a condition precedent to final payment, provide Buyer with the following: three (3) each of working drawings, operating instructions, performance curves and data, maintenance and parts manuals, and one (1) each of nonstandard tools required in the normal maintenance, adjustment, use and operation of the equipment.
15.	NON-CONFORMING GOODS
	If Seller fails to deliver or delivers defective or non-conforming Products, Buyer may:
A.		Accept all or part of the defective or non-conforming Products at an equitable price reduction;
B.		Reject all or any part of a delivery of defective or non-conforming Products, and demand delivery of conforming Products. All rejected Products shall be shipped to Seller at Seller’s cost;
C.		Make, or have a third party make, all repairs, modifications, or replacements (the “Corrections”) necessary to enable such Product to comply in all respects with Order requirements and charge the cost incurred to Seller; or
D.		Rescind this Order.
	Buyer and Seller agree that the Products ordered pursuant to this Order are unique goods.
16.	WARRANTY
A.		Seller warrants that all Work performed and all Products furnished under this Order will be free from defects in workmanship, material and design (excluding any defect in any design furnished by Buyer) and will conform to the requirements of the Order.
B.		Buyer shall give Seller written notice of any such defect or nonconformance within one year (or such longer warranty period as may be specified elsewhere in this Order) after final acceptance by Buyer of all Work required by this Order. In such notice, or within sixty (60) days thereafter, Buyer shall, at its sole discretion, direct Seller to correct, or not to correct the defect or nonconformance.
		1.	Seller shall comply with any such direction. If the direction is to correct, Seller shall, at no cost to Buyer, promptly and satisfactorily correct, as directed, the defect or nonconformance and remedy any damage to other parts of the Work or any other property resulting from such defect or nonconformance. This warranty shall then continue as to any corrected Work for one year (or such longer warranty period as may be specified elsewhere in this Order) after acceptance by Buyer of the correction. In addition, if the direction is not to correct or if the defect cannot be fully corrected and Buyer is willing to accept less than total correction, Seller shall promptly repay to Buyer such portion of the Order as is equitable under the circumstances.
		2.	If Seller fails to comply with any timely direction to correct any such defect or nonconformance, Buyer may do so and recover from Seller the cost thereof.
C.		The rights and remedies of Buyer provided in this clause are in addition to and do not limit any rights and remedies afforded to Buyer by any other clause of this Order or by law.
17.	DISPUTES AND WAIVER OF RIGHT TO A JURY TRIAL
A.		This Order and any dispute arising under or in connection with it shall be governed by and interpreted in accordance with the substantive laws of the State from which the Order is placed, United States of America (USA), except for that State’s laws on conflicts of law. The Parties agree the provisions of the United Nations Convention on Contracts for the International Sale of Goods shall not govern this Order.
B.		Any dispute that may arise under or in connection with this Order with respect to the rights, duties, or obligations of the Parties shall be reduced to writing and submitted for resolution to ascending levels of management of the respective Parties up to the Senior Executive of the Materiel or Procurement organization placing the Order, and Seller’s equivalent executive level.
C.		Any dispute that cannot be resolved to both Parties' mutual satisfaction, after good faith negotiations, within ninety (90) calendar days from the date the written claim is received by the other Party, or such additional time as the Parties agree upon, in writing, either Party may bring suit in federal or state court.
D.		Unless otherwise agreed to in writing by the Parties, venue and jurisdiction for all legal proceedings of any kind or nature brought to enforce any provisions of this Order shall lie within the State from which the Order was issued.
E.		Pending any prosecution, appeal, or final decision referred to in this clause, or the settlement of any dispute arising under this Order, Seller shall proceed diligently, as directed by Buyer, with performance of the Order.
F.		WAIVER OF RIGHT TO A JURY TRIAL. TO THE MAXIMUM EXTENT PERMITTED BY LAW, BUYER AND SELLER HEREBY WAIVES THEIR RIGHT TO TRIAL BY JURY OF ANY CAUSE OF ACTION, CLAIM, COUNTERCLAIM OR CROSS-COMPLAINT IN ANY ACTION, PROCEEDING OR HEARING BROUGHT BY EITHER SELLER AGAINST BUYER OR BUYER AGAINST SELLER ON ANY MATTER WHATSOEVER ARISING UNDER, RELATING TO, OR IN ANY WAY CONNECTED WITH THIS ORDER, THE RELATIONSHIP OF SELLER AND BUYER OR ANY CLAIM OF INJURY OR DAMAGE, OR THE ENFORCEMENT OF ANY REMEDY UNDER ANY LAW, STATUTE OR REGULATION NOW OR HEREAFTER IN EFFECT.
18.	RESPONSIBILITY FOR CLAIMS/INDEMNITY
A.		Seller shall indemnify and hold harmless Buyer, its officers, agents and employees from any loss or liability by reason of property damage, personal injury or death arising out of Seller’s presence on premises of Buyer or its customer, except when arising solely out of Buyer’s fault or negligence. Seller and its subcontractors shall, at their sole cost and expense, maintain the following insurance coverages in the minimum limits indicated:
		1.	Commercial General Liability - $2,000,000 combined single limit. Coverages shall include but not necessarily be limited to, premises and operations, products and completed operations and contracts.
		2.	Automobile Liability - $2,000,000 combined single limit, covering all owned, hired and non-owned vehicles.
		3.	Workers’ Compensation and Employers’ Liability - the workers’ compensation insurance coverage shall be as required by the laws of the jurisdiction where the work is performed. The Employers’ Liability insurance limit shall be $1,000,000.
B.		All insurance required as a part of this Order shall be in at least the minimum amounts specified above, shall be placed with insurance companies which are authorized to do business under the laws of the state of the United States of America in which the work is performed and shall be in a form reasonably acceptable to Buyer. All insurance shall contain a provision prohibiting cancellation of material revision except upon at least thirty (30) days prior written notice to Buyer.
C.		Evidence that the required insurance is in place shall be provided by the Seller in the form of insurance certificates. Each insurance certificate, except for workers’ compensation, shall provide that Buyer is named as an additional insured with waiver of subrogation for each required insurance coverage.
D.		The insurance certificates, as evidence that the required insurance is in place, shall be provided to Buyer before any activity that is the subject of this Order is begun. Renewal insurance certificates, if applicable, shall be provided to Buyer at least 15 days prior to the expiration date of the insurance under each required coverage.
E.		Seller shall maintain such insurance in full force and effect at all times until the Work called for by this Order has been completed and finally accepted by Buyer and all the operations at the site, including removal of equipment, materials, supplies, etc. and clean–up operations have been concluded.
19.	LABOR DISPUTES
	Whenever Seller has knowledge that any actual or potential labor dispute is delaying or threatens to delay timely performance of this Order, Seller shall immediately give notice to Buyer including all relevant information. Seller agrees to insert the substance of this clause, including this sentence, in any lower-tier subcontract where a labor dispute might delay timely performance of this Order.
20.	OFFSET COMMITMENT
	This clause shall only apply to Orders in excess of $50,000.00.
A.		Definition: “Offset” means the obligations that Buyer undertakes, in order to market or sell its Products, to assist a customer country in reducing any trade imbalance caused by its purchase of Buyer’s Products or to meet other customer country national objectives.
B.		Seller agrees to support Buyer’s offset commitments. Seller shall provide and execute all necessary documents to evidence Buyer’s right to use or assign any offset credits. Buyer reserves the right to assign offset credits generated through Seller’s efforts under this Order to third parties.
21.	INTENT OF CONTRACT DOCUMENTS
	The drawings, specifications, provisions and exhibits of this Order shall be construed as a whole. They are complementary and that which is required by any of these documents shall be as binding as if required by all. The intent of the drawings and specifications, provisions and exhibits of the Order, as a whole, is to require Seller to furnish all labor, materials, equipment, tools, plant, transportation and other items necessary for the proper execution and completion of the Work, except as otherwise provided herein.
22.	DISCREPANCIES IN CONTRACT DOCUMENTS
	Seller shall carefully study and compare all Order documents, with each other and with other information provided by Buyer, and if Seller believes the documents contain errors, omissions, or inconsistencies or has questions on the meaning thereof, Seller shall immediately submit the matter to Buyer for written clarification. Any Work performed before receipt of such clarification shall be at Seller's risk and expense. If clarification is needed, Buyer shall clarify the same and, if necessary, issue a written Change Order pursuant to the “Changes" clause.
23.	CODES AND STANDARDS
	Material and workmanship specified by reference to codes or standards shall, unless otherwise specified, comply with the latest revision of such codes or standards as in effect on the date of the Order.
24.	LOCATION OF WORK, SITE INVESTIGATION AND REPRESENTATIONS
A.		The Work under this Order shall be performed at such place or places as shall be designated in the Order and at such other place or places as may be necessary. Seller acknowledges satisfaction as to the nature and location of the Work and the general and local conditions, particularly those bearing upon: (1) transportation; (2) disposal; (3) handling and storage of materials; (4) availability of labor; (5) security requirements; (6) water; (7) electric power and other utilities; (8) roads; (9) equipment and facilities needed prior to and during prosecution of the Work; and (10) all other matters which can, in any way, affect the Work or the cost thereof under this Order. Any failure by Seller to become acquainted with all available information concerning these conditions shall not relieve Seller from responsibility for properly estimating the difficulty or the cost of successfully completing the Work.
B.		Buyer assumes no responsibility for any understanding or representation made by any of its employees, agents or representatives during, or prior to, execution of this Order, unless such understanding or representation by Buyer is expressly stated in this Order.
25.	SPECIFICATIONS AND DRAWINGS
A.		Anything mentioned in the specifications shall have the same effect as if shown or mentioned in both drawings and specifications. In any case of discrepancy in figures, drawings or specifications, the discrepancy shall be immediately submitted, in writing, to Buyer. Buyer shall resolve such discrepancy in writing or by releasing a clarifying revision on the figure, drawing or specification. Any work performed by Seller before receipt from Buyer of clarification or resolution of the discrepancy shall be performed at Seller’s expense and risk. Buyer may furnish, from time to time, such other detail drawings, specifications and information as it may consider necessary. All drawings, plans, specifications, data and other information furnished by Buyer to Seller, in the performance of this Order, shall remain the property of Buyer and Seller shall deliver to Buyer a complete set of all drawings, plans, specifications and other documents relating to the completed Work and developed by Seller in the performance of the Work upon completion and acceptance, or termination, of the Work. Buyer shall have rights to use drawings, plans, specifications and other documents as set forth in the Patents and Inventions clause of these terms and conditions.
B.		Whenever the specifications or drawings indicate or specify by patent or proprietary material name or manufacturers' name, such material or process shall generally be deemed to be required and “NO SUBSTITUTIONS" shall be made without the express written approval of Buyer. Nevertheless, with regard to materials that qualify as "Or Equal", Seller may request, and Buyer may authorize, use of such "Or Equal" materials, in writing. In the event Seller, or its Subcontractors at any tier, uses materials, supplies, goods or processes not permitted by the specifications or drawings or authorized by Buyer, Seller shall be obligated to remove and replace such materials, at the request of Buyer, at no cost to Buyer. This clause is in addition to Buyer's other remedies as provided herein.
C.		All lists, rules, regulations and standards referred to in this Order are recognized as requirements of this Order. When American Society of Testing Materials (ASTM) Specifications are referred to, it is understood to mean that these ASTM specifications shall be the latest ASTM specifications.
26.	AS–BUILT DATA
	Promptly after completion of all Work, and as a condition precedent to final payment, Seller shall deliver to Buyer all data necessary to revise the drawings and specifications to conform to the “as–built" condition. Seller shall also deliver survey data establishing the location and elevation, to an accuracy of 0.1 foot horizontally and vertically, of all underground utilities installed under this Order or encountered by Seller in performing the Work, if any.
27.	SUBCONTRACTS
A.		All Work performed by Seller upon Buyer’s premises shall be accomplished with Seller’s own employees, except when Buyer’s prior written approval is obtained. Subcontractors and others shall be used only on Work for which they are proposed by Seller and accepted, in writing, by Buyer.
B.		Seller shall, two months prior to scheduling any Subcontractor to enter upon Buyer’s premises for the purpose of performing Work, furnish, in writing, to Buyer's Purchasing Representative, a complete list of all Subcontractors to be used in performance of the Work showing Subcontractors' names, addresses, phone numbers, trade and license numbers. This Order shall be clearly referenced on the submittal.
C.		Seller shall remain fully responsible for all Work covered by this Order, whether or not said Work is subcontracted.
D.		Neither consent by Buyer to any subcontract, nor any provision thereof, shall be construed to be a determination of acceptability of any subcontract price or of any amount paid under any subcontract, or to in any way relieve Seller of any responsibility for performing this Order. Seller shall be fully liable to Buyer for acts and omissions of all Subcontractors, of every tier, and their respective agents, representatives and employees.
28.	SUSPENSION OF WORK
A.		Buyer may, by written notice, expressly referring to this clause, signed by Buyer's Procurement Representative, direct Seller to suspend, delay or interrupt all, or any part of, the Work for such period of time as may be appropriate for the convenience of Buyer.
B.		If the performance of all or any part of the Work is suspended, delayed or interrupted, for an unreasonable period of time, by an act of Buyer in administering this Order, or by Buyer's failure to act within the time specified in this Order (or if no time is specified, within a reasonable time), an adjustment shall be made for any increase in the cost of performance (excluding profit) caused by such unreasonable suspension, delay or interruption and the Order modified in writing accordingly. However, no adjustment shall be made under this clause for any suspension, delay or interruption to the extent (1) that performance would have been so suspended, delayed or interrupted by any other cause, including the fault or negligence of Seller or its Subcontractors, or (2) for which an equitable adjustment is provided for or excluded under any other provision of this Order.
C.		Except as may be otherwise provided herein, no claim under this clause shall be allowed (1) for any costs incurred more than twenty (20) days before Seller shall have notified Buyer in writing of the act, or failure to act, involved, and (2) unless the claim, in an amount stated, is asserted in writing as soon as practicable after the termination of such suspension, delay or interruption, but not later than the date of final payment under this Order.
29.	CHANGES
A.		Buyer may, at any time, without notice to sureties and assignees, if any, by a written notice, which expressly refers to this clause, make any change in the Work within the general scope of the Order, including but not limited to changes:
		1.	In the specifications (including drawings and designs);
		2.	In the method or manner of performance of the Work;
		3.	In Buyer–furnished facilities, equipment, services, or site; or
		4.	Directing acceleration or deceleration in the performance of the Work.
		Upon receipt of any notice issued pursuant to this paragraph A, Seller shall immediately proceed in accordance with such notice.
B.		Any other written or oral order (which terms, as used in this paragraph B, shall include direction, instruction, interpretation or determination) from Buyer, or Buyer's Procurement Representative, which causes any such change, shall be treated as a change order under this clause; provided, Seller gives Buyer written notice stating the date, circumstances and source of the order and that Seller regards the order as a change order.
C.		Except as provided in paragraphs A and B of this clause, no order, statement or conduct of Buyer, Buyer's Procurement Representative, or of any inspector, engineer, or employee of Buyer shall be treated as a change hereunder, or entitle Seller to an equitable adjustment hereunder.
D.		If any change under this Changes clause causes an increase or decrease in Seller's cost of, or time required for the performance of any part of the Work under this Order, whether or not changed by any order, an equitable adjustment shall be made and the Order modified in writing accordingly; provided, however, that except for claims based on defective specifications for which Buyer is responsible, no claim for any change under paragraph B of this clause shall be allowed for any costs incurred more than twenty (20) days before Seller gives written notice as therein required; and provided further, that in the case of defective specifications for which Buyer is responsible, the equitable adjustment shall include any increased cost reasonably incurred by Seller in attempting to comply with such defective specifications.
E.		Ordinarily a notice will not be issued under paragraph A of this clause until the Parties have agreed upon the final and entire equitable adjustment, if any, to be made on account of the notice, and the agreed adjustment will be set forth in the Order. However, whenever Buyer deems it necessary, a notice may be issued pursuant to paragraph A of this clause before agreement has been reached; notwithstanding any dispute or delay in reaching agreement, Seller shall immediately proceed in accordance with any such notice; no such notice shall be construed as an admission by either party that the notice changes the requirements of the Order nor prejudice the rights of either Party with respect to the adjustment, if any, that either Party may be entitled to on account of the notice.
F.		If Seller intends to assert a claim for an equitable adjustment under this clause, then, within thirty (30) days after receipt of any written notice issued under paragraph A of this clause, which does not set forth the agreed adjustment, or within thirty (30) days after the furnishing of any written notice under paragraph B of this clause submit to Buyer a written statement setting forth the general nature and monetary extent of such claim, unless this period is extended by Buyer in writing. The statement of claim hereunder may be included in the notice under paragraph B of this clause.
G.		No claim by Seller for an equitable adjustment hereunder shall be allowed if asserted after final payment under this Order.
30.	UTILITIES
	Unless otherwise provided in this Order, Buyer shall furnish all water, electric current, and other utilities as may be required for the performance of all Work performed by Seller upon Buyer’s premises.
31.	UTILITY SHUT–OFF
	If Seller requires the temporary shut–off of any utility upon Buyer’s premises (which term, as used herein shall include all supply, disposal, distribution and communication systems, and all similar facilities); Seller shall notify Buyer at least twenty–four hours in advance of the time Seller requires the shut–off. Seller shall then perform the Work requiring the shut–off on such days and at such hours as Buyer may direct. Regardless of the days or hours established by Buyer, no extra compensation will be provided for such work.
32.	SELLER'S EMPLOYEES
	Buyer may, by a written order signed by Buyer's Procurement Representative, require Seller to remove from Buy