J & M ADRIAENSSENS Fage 6 of 11 For the purposes of this contract, it is agreed that this prorated share shall be 12% of the inventory card price adjusted by deduction of taxes end dužas. The inventory card prices is composed of the average purchase price, plus direct expenses such as transportation coste, insurance fees, taxes, duties 2nd handling charges, and the Contractor warrants that no profit is contained in either the inventory card prices or the percentage specified above. In the event that an audit by the United States Government personnel should reveal that a profit has been realized by the Contractor, the said profit shall be returned to the United States Government. Those parts manufactured by the Contractor will not be considered as withdrawals from atook as defined by this paragraph. 3. Contractor may invoice for any item purchased under the provisions of this contract or any order issued thereunder as soon as the items have been received by the Contractor and/or accepted by the Government. F. The preparation for, including associated services, and transportation of supplies and equipment under the provisions of this contract may be Government provided or, if it is in the best interest of the Government, the Contractor may be required to provide all or any part of the preparation for, including associated services and transportation required. If the Contractor is required to provide these services, an order pursuant to Part IV, entitled "ORDERS" shall made by the Contracting Officer, or his authorized representative and will be made in writing and will contain (1) location of equipment and/or supplies (11) nomenolature of each item, (iii) weight of each item (iv) destination, (v) required date items are to arrive at destination. The Contractor will immediately obtain a minimum of three (3) bids from Freight Forwarding Agents, in writing, and award shall be made to the Freight Forwarding Agent quoting the lowest overall price consistent with the required deïivery date shown in the shipping notification. No award shall be made to a Freight Forwarding Agent without first obtaining written approval of the Contracting Officer. If the Contractor desires to provide his own transportation in lieu of contracting with a Freight Forwarding Agent, he may do so subject to the approval in w writing by the Contracting Officer and at a price no higher than the lowest bid from a minimum of three (3) bids from Freight Forwarding Agents. The Contracting Officer has the authority to waive the requirements for obtaining a minimum of three (3) bids from Freight Forwarding Agents in cason where exigenoy of the situation prevent solicitation of three (3) bids. &. "Notwithstanding the provisions of Clause 4 of the General Provisions of this contract entitled "PAYMENTS", the United States Government may propose payment, in whole or in part, in United States Surplus commodities. This presupposes a prior arrangement between the contractor and a United States firm pursuent to which such firm agrees, as principal, to enter into a proper contract with the Commodity Credit Corporation, a federally incorporated agency of the United States Government (hereinafter referred to as "CCC") for the export of surus agricultural commodities. 6 J & M ADRIAENSSENS Page 7 of 11 In the event the aforementioned prior arrangement is consummated, the contractor agrees, pursuant to the clause of the contract entitled "ASSIGNMENT OF CLAIMS and notwithstanding any language to the contrary contained therein, to furnish an irrevocable assignment to the CCC of all the moneys due and to become due under this contract. b. After satisfactory completion of performance totaling $150,000.00 under this contract, AID may, at its option, enter into negotiations with the supplier with respect to an increase in the amount of the guaranteed minimum. Should agreement be reached, implementation shall be subject to (1) a corresponding increase in the then existing barter contract between CCC and the barter contractor, or (2) a barter contract between CCC and a new barter contractor reflecting the increase in the amount of the guaranteed minimum agreed upon. Part IV. ORDERS: (a) The Contractor agrees to furnish to the Government, when ordered, the supplies or services set forth in the Schedule up to and including the quantity designated in the Schedule as the maximum quantity." The Government agrees to order the quantity of such supplies and services designated in the Schedule as the "minimum quantity". Such supplies or services will be furnished at the prices set forth in the Schedule. (b) Delivery Orders for supplies or services shall be issued by the Contracting Officer in writing, dated, and numbered. They shall set forth (1) the supplies or services being ordered, (ii) the quantities to be furnished, (iii) delivery or performance dates, (iv) place of delivery or performance, and (v) packing and shipping instructions, if any. Amendments to delivery orders may be issued by the Contracting Officer by written change order. Each delivery order or change order which increases the dollar amount, shall contain a citation of funds from which payment for the supplies or services ordered shall be made. (o) The minimum amount of supplies or services to be ordered by the United States Government during the period of this contract is $200,000.00 which is hereby obligated. (a) The estimated maximum amount of supplies or services to be furnished by the Contractor during the period of this contract is $1,500,000.00. Upon receipt of an order, the Contractor shall quote a fixed number of hours and a delivery schedule for the work called for, but shall not proceed with the work until the hours and schedule have been approved by the Contracting Officer, provided however, whenever the Contracting Officer determines that it is in the best interest of the United States Government to not delay performance of the work until hours and schedule have been negotiated, he may specify in the Order that 'he Contractor is authorized to proceed forthwith. J & M ADRIAENSSENS Page 8 of 11 Within thirty (30) days after receipt of such order and in every oase prior to completion of 50% of the work called for the paries shall negotiate the hours and delivery schedule, and the order shall be amended accordingly. Failure to agree upon a reasonable number of hours and delivery schedule shall be considered a "dispute concerning a question of fact" within the meaning of the clause of this contract entitled "DISPUTES". Part VI. PRICE WARRANTY : The Contractor warrants that the prices of the items set forth herein do not exceed those charged by the Contractor to any other customer purchasing the same items in like or comparable quantities. Part VII. OFFICE SPACE: Contractor shall make available to the Contracting Officer a partitioned office space of approximately 180 square feet in the immediate vicinity of the Production area. The cost of this office space was considered in the negotiated prices and therefore is furnished at no additional cost to the Government. Part VIII. STORAGE: In the utilization of secured warehouse storage area, the Contractor shall make full use of bins, racks, pallets and other warehousing storage items of equipment that will provide economic utilization of space. Standard commercial warehousing practices will be followed. Part IX. PRICE CHANGE & The Contractor represents that the prices set forth in this contract are based on (wage rates) established by the Government of Belgium and warrants that suoh prices do not include any contingency allowance to cover possible increase thereof. If such (wage rates) are changed by that Government, the prices herein may be revised to the extent that the contractor's actual costs of performing this contract are, as a result of the change, (1) necessarily increased or (ii) actually reduced. Either party may submit a written request for such price revision to the other party within 30 days after the effective date of such change or within such further time as the Contracting Officer may allow. Suoh a request by the contractor shall state the amount of such change and show in detail the amount by which contract prices are claimed to be affected. The parties shall then promptly negotiate to establish the amount, if any, by which contract prices shall be revised. The contractor shall make available to the Contracting Officer at all reasonable times its books and records pertaining to the original prices. and performanoe of the contract. If the parties are unable to agree upon the price revision, the Contracting Officer shall make and transmit to the Contractor, a written determination of the revision if any, which is to be made. Any price revision negotiated by the parties, or determined by the Contracting Officer, pursuant to this olause shall be set forth in an amendment to this contract. Noing in this clause shall excuse the contractor from proceeding with the conract in accordance with its terms. J & M ADRIAENSSENS Page 9 of 11 Part X. INVOICING: Notwithstanding the provision of Clause 4 of the General Provisions entitled "PAYMENTS" the contractor is prohibited from invoicing for partially completed items. The contractor shall invoice only upon Government acceptance of the completed item or items. Part II. DELIVERY? A. The Delivery Schedule will be in accordance with the schedule contained in each Delivery Order as agreed to by the Contractor and the Bontracting Officer. B. The delivery point shall be the Contractor's plant at Hoboken, Antwerp, Belgium or as specified by the Contracting Officer. Part XII. INSPECTION AND ACCEPTANCE: A. The inspection and acceptance point in Contractor's plant Hoboken Antwerp, Belgium except as indicated below: 1. Inspection and acceptance of items repaired "on-site" under the provisions of Part I A3 shall be made at the site designated by the Contracting Officer. B. In addition to the other provisions of this contract, the Contractor shall, at the time for final inspection and acceptance, present an original and four oopies of a completed and signed certificate to the Contracting Officer Beading substantially as follows: "I hereby certify that I did on the day of work on 196____, complete The Contractor certifies that there have been no variations and/or deviations from any specifications cited in the contract or other related contract terms, except those approved by the Contracting Officer or his authorized representative." Part XIII. PERIOD OF WORK INPUT OF ISSUANCE OF ORDERS: The period of input of work under this contract will commence on the effective date of the contract and will continue for a period of twelve (12) months, subject to the option provision, Part XIV below. USE OF EXCESS MILITARY PROPERTY IN FRANCE J & M ADRIAENSSENS SCHEDULE Page 10 of 11 A. Pursuant to Clause 39 of the General Provisions, the Contractor grants the United States Government the right to extend the period for issuance of orders up to 1 year after the expiration of Period of Work Input described above. During this period the unit prices and direct labor rates specified in Part II will remain unchanged. B. Exercise of the above option in whole or in part shall be evidenced by the issuance by the Contracting Officer of one or more change orders at any time prior to expiration of the period during which orders may be issued. Part XV. SPECIAL CONSIDERATION > Prior to undertaking performance of this contract, the Contractor will be responsible for insuring that he has complied with the laws and regulations of his Government in addition to obtaining written certification covering all licenses, permits, rights of entry, etc. directly or indirectly related to the Contractor's performance under this contract. For the purposes of Clause 17 of the General Provisions, the following areas are to be considered Soviet-Controlled Areas: Albania Bulgaria China, excluding Taiwan (Formosa), but including Manchuria, Inner Mongolia, Communist-controlled areas of Viet Nam and Communist-controlled area of Laos Cuba Czechoslovakia East Germany (Soviet Zone of Germany and the Soviet Soctor of Berlin) Hungary Latvia Lithuania North Korea Outer Mongolia Poland and Danzig Rumania Union of Soviet Socialist Republics |