1. Solicitation responses received after the specified "Bid Close Date" may be considered nonresponsive. Any extension of the "Bid Close Date" must be approved by the Boeing Purchasing Representative.

2. Seller shall provide pricing for the next highest quantity break, if any, above the quantity specified herein.

3. Solicitation responses must be based upon zero shipping tolerance. If Seller's offering price can be reduced by allowing for shipping tolerances, Seller must so indicate by quantifying the reduction and specifying the shipping tolerance.

4. Seller shall indicate any manufacturer's part number if the solicitation response proposes an equivalent item other than the requirement stated herein.

5. Seller shall return the original Request For Quotation, completed with the information indicated below and signed and dated. If Seller received a Request For Proposal (RFP), the information indicated below must be provided as part of the solicitation response:

a. Terms of Payment;

b. FOB point (if different);

c. Unit price for quantities indicated, Seller's corresponding unit of measure and the extended price (total of the quantity required multiplied by the unit price);

d. Seller's delivery schedule. Note that if Seller can deliver in accordance with the Boeing required schedule, a separate indication of schedules is not required;

e. Production lead-time required (in weeks).

6. Seller shall carefully review all documents referenced and received with Boeing's solicitations (RFP/RFQ) to ensure the following:

a. All information required to properly respond to the solicitation has been received;

b. All tooling and material requirements, processes and procedures are understood and priced accordingly in the response to the solicitation.

7. Seller accepts the responsibility to contact the Boeing Purchasing Representative, at the number noted on the solicitation, to resolve questions or concerns regarding the solicitation.

8. Requests from successful Seller (i.e., Bidder) for additional funding or schedule adjustments to cover factors not initially included in the response to the solicitation will not be recognized by Boeing; thus Seller shall be held liable to meet all requirements, including but not limited to price and delivery, as originally quoted.

9. Seller acknowledges by its response to this solicitation that no former Boeing employee is representing Seller in connection with this solicitation or any resulting order.

Seller's solicitation response must include a firm commitment to support Boeing's offset, coproduction and similar obligations to certain foreign governments (hereinafter collectively called "offset" obligations). These offset obligations have been accepted by Boeing as requirements for the sale of products to these foreign customers. The commitment proposed by Seller will be a factor in Boeing's evaluation of Seller's solicitation response.

In order that Seller's commitment relates to Boeing's offset obligations, such firm commitment is expected to approximate twenty-five percent (25%) of the value of any contract that may be awarded as a result of this solicitation.

Most offset obligations require approximately one-third of the total to be in coproduction (aircraft related products) and the remaining two-thirds can be in counter-trade (goods and services used in any of Seller's operations; transfers of technology, joint ventures; and travel and tourism involving the customer airline).

Obtaining credit for offset commitments by Boeing and Boeing's suppliers requires a formal procedure that varies among the countries. Credits are usually granted for business instigated by Boeing and its suppliers with advance notice to the customers.

If a contract is awarded to Seller as a result of this solicitation, an agreement separate from the awarded contract will be entered into to cover the details of Seller's firm commitment.

If additional information regarding the offset program is necessary for Seller to respond to this solicitation, contact the Boeing Purchasing Representative. Questions and answers will be provided to all respondents.

By submission of a solicitation response Seller agrees:

1. Seller's books, records, documents and other supporting data shall be made available to Boeing, or its authorized representative, for inspection and audit as required by Boeing in connection with any negotiations prior to contract award.

2. Seller shall, upon request of Boeing, furnish a statement in such form as stipulated by Boeing, together with applicable projections and support data. Such statement shall be based on current, accurate and complete cost information and so certified by a responsible officer.

3. Seller's solicitation response must include the name of Seller's employee who is most familiar with cost and pricing data supporting the prices.

4. Seller agrees no restriction will be imposed on the release of any audit report to Boeing.

The Seller arees that by accepting this soliciation and related documents that neither the solicitation data nor any part of the related information disclosed to the Seller shall be reproduced or transferred to other documents except for purposes relating to the Seller's response to this solicitation. The Seller agrees not to use or disclose to others, for manufacturing purposes or any other purpose, the data provided except as specifically authorized by The Boeing Company acting by and through its division Boeing Commerical Airplanes in this solicitation and any resulting Purchase Order/Contract.

SELLER AGREES TO DESTROY OR RETURN THE DATA TO BOEING IN THE EVENT THAT SELLER IS NOT SELECTED TO RECEIVE THE AWARD RESULTING FROM THIS SOLICITATION.