CLAUSES TO BE USED WHEN APPLICABLE (SEE SUBCONTRACT SCHEDULE/

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DEFINITIONS. As used throughout this Order the following definitions apply unless otherwise specifically stated:

(a) FPR means the Federal Procurement Regulation in effect on the date of this Order.

(b) Contracting Officer means the Government contracting officer(s) for the prime contract identified in this Order.

(c) Buyer (and/or Aeronutronic) means Aeronutronic Ford Corporation.

(d) Seller (or Subcontractor) means the legal entity which is the contracting party with Buyer with respect to this Order. In FPR clauses incorporated herein the term "Contractor" shall be deemed to refer to Seller, and the term "Subcontractor" refers to Seller's subcontractors. (e) "This Order" (or "this subcontract") refers to this contractual instrument, and in FPR clauses incorporated herein the term "contract" means this Order (or this subcontract).

(f) Government refers to the Government of the United States acting through the Department or procuring activity or agency which awarded the prime contract.

(8) Prime contract means the Government contract (identified in this Order) under which this Order was issued,

ACCEPTANCE. Written acceptance by Seller of this Order or the commencement of
any work or the performance of any services hereunder by Seller shall consti-
tute acceptance by Seller of this Order, its terms and conditions and appli-
cable law. Acceptance of this Order is limited to the terms and conditions
stated herein. Any additional or different terms proposed by Seller are
objected to and hereby rejected unless Buyer agrees otherwise in writing.

LOSS OR DAMAGE CAUSED BY SELLER. In the event Seller, its employees, agents,
subcontractors and/or lower-tier subcontractors enter premises occupied
by or under the control of Buyer in the performance of this Order, Seller
shall indemnify and hold harmless Buyer, its officers and employees from any
loss, cost, damage, expense or liability by reason of property damage, personal
injury or death arising out of or in connection with the actions or omissions
of Seller, its agents, servants or employees on or about such premises. With-
out in any way limiting the foregoing undertakings, Seller and its sub-
contractors at all tiers shall maintain public liability and property damage
insurance in reasonable limts covering the obligations set forth above and
shall maintain proper Workmen's Compensation insurance covering all employees
performing this Order.

RESPONSIBILITY FOR PROPERTY. All property, including material, tooling and equipment which is furnished to Seller by Buyer for performance of this Order or for which Buyer has specifically agreed to pay Seller, shall be and remain the property of Buyer or the Government, as applicable, and title to such

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ATTACHMENT C-V

property shall not be affected by incorporation or attachment to any other
property. All property manufactured or acquired by Seller under this
Order, the title to which is in Buyer or the Government, and all property
furnished or consigned to Seller by Buyer under this Order, including Govern-
ment property, shall be kept and maintained in accordance with FPR 1-7.303-7(a)
"Government Property". Such property shall be used by Seller only in the
performance of this Order or as may otherwise be authorized by Buyer, or by
the Government with respect to property of the Government; shall remain the
property of Buyer or the Government unless abandoned in place, in which case
neither Buyer nor Government shall have any further obligation concerning same.
When instructed by Buyer, Seller shall deliver the property covered by this
clause to Buyer or the Government, as appropriate, F.O.B. carrier, Seller's
plant at the completion or termination of this Order, or shall make such other
disposition of property of the Government as Buyer, upon instructions of the
Contracting Officer, may direct. Seller shall bear the risk of loss or de-
struction of and damage to property covered by this clause until delivered
or returned to Buyer or the Government except that if the Contracting Officer
approves this Order such approval (unless specifically negated) shall be con-
sidered to make Seller's liability for Government property the same as
FPR 1-7.303-7(b) clause paragraph (g), provides for a prime contractor. Unless
relieved by the Contracting Officer with respect to Government property as
herein provided, Seller shall deliver or return Buyer property and Government
property in the same condition as when manufactured, acquired, or received,
except for reasonable wear and tear or for utilization thereof in accordance
with the terms of this Order. With respect to Government property this clause
applies only to Government property coming into Seller's possession and
control solely under this Order; it does not, for example, apply to Government
property held by Seller under a facilities or other Government contract which
governs Seller's responsibility therefor.

(a) Seller shall pack, mark and ship all goods and supplies in accordance
with the requirements of this Order so as to be in compliance with
transportation regulations and good commercial practice for protection
and shipment and to secure the most advantageous transportation service
and rates consistent therewith. No separate or additional charge is
payable by Buyer for containers, crating, boxing, bundling, dunnage,
drayage or storage unless specifically stated in this Order. Any expense
incurred by Buyer as a result of improper preservation, packaging, pack-
ing, marking or method of shipment shall be reimbursed by Seller. Pack-
ing list showing this Order number (and release number, if applicable)
shall be included with each shipment, and each container shall be marked
to show the Order number. Seller shall mail original bill of lading to
Buyer's Traffic Department at point of Order unless otherwise instructed.
Any transportation charges paid by Seller for which Seller is entitled
to reimbursement shall be shown on Seller's invoice as a separate line
item and the receipted freight bill shall be attached thereto.

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In case of drop shipment Seller shall send Buyer at time of shipment two copies of above packing list.

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USE OF BUYER'S DATA. Seller agrees not to use or disclose drawings, speci-
fications, technical information and other data furnished by Buyer except
in furnishing supplies under this Order; provided, however, that Seller may
produce such supplies for sale to the Government where the Government has
the right to authorise, and has authorized, the use of such drawings, speci--
fications, technical information and other data. Nothing in this Clause,
however, shall restrict Seller's rights to use or disclose drawings, speci-
fications, technical information and other data which are or become generally
known to the public without breach of this provision by the Seller or are
rightfully obtained from other sources.

TAXES. Except as Buyer has otherwise provided in this Order, the prices
stated on the Order include all applicable Federal, state and local taxes
and duties.

PUBLIC RELEASES. Seller shall not, without the prior written consent of
Buyer make any news release or public announcement concerning this Order.
RISK OR LOSS AND RESPONSIBILITY FOR SUPPLIES.

(a) When this Order specifies that the designated delivery point is F.0.B.
carrier, Seller's plant, risk of loss (used in this clause to include
damage, destruction, theft or other loss of the supplies) shall pass to
Buyer upon delivery of the items to the common carrier by Seller properly
addressed, labeled and consigned, and Buyer shall be responsible for
asserting any claims against the carrier and for maintaining any required
insurance against loss in transit.

(b) When this Order specifies that the designated delivery point is F.O.B. destination, risk of loss shall remain with Seller until delivery of the items to Buyer, and Seller shall be responsible for asserting any claims against the carrier and for maintaining any required insurance against loss in transit.

(c) Seller shall be responsible for the supplies covered by this Order until they are delivered at the designated delivery point, regardless of the point of inspection. After delivery to Buyer at the designated delivery point and prior to acceptance by Buyer or rejection and giving notice thereof by Buyer, Buyer shall be responsible for risk of loss. Seller shall bear all risks of loss as to properly rejected supplies after timely written notice of rejection has been given, except that Buyer shall be responsible for risk of loss as to the rejected supplies if such loss results from the negligence of officers, agents or employees of Buyer.

DISPUTES.

(a) Any dispute arising under this Order which is not settled by agreement or pursuant to the following paragraphs of this clause, may be settled by appropriate legal proceedings. Notwithstanding any other provisions herein, any decision of the Contracting Officer under the prime contract which binds Buyer shall also bind Seller to the extent that it relates

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