LaBarge Inc. - Supplier Terms and Conditions

Purchase Terms and Conditions Form LBI-100

Revised March 2008

ACCEPTANCE OF ORDERS. In the event that any purchase order of the Company does not state a price or delivery date, the Company will not be bound to any price or delivery date to which it has not specifically agreed in writing.
DELIVERY. Time is of the essence of this order. Seller's failure to make deliveries in accordance with the Company's schedules will be proper cause, at the Company's option, for cancellation of any order. Without limitation of the foregoing, Seller shall notify the Company promptly of any delays or threatened delays in the performance of any order. The Company may from time to time change delivery schedules or direct temporary suspension of scheduled shipments. Title to material and equipment covered by an order shall pass the Company at the F.O.B. point specified therein, but passing of title upon such delivery shall not constitute acceptance by the Company.
TAXES. The prices set forth in an order include all applicable Federal, State and Local taxes. All such taxes shall be stated separately on Seller's invoice.
1. LaBarge Oklahoma Facility only. Sales tax will be determined at order placement by indicating Y or N on face of purchase order in the applicable block. LaBarge's limited exemption certificate number is printed on face of purchase order. Sales tax exemption is claimed by marking N in the applicable block, and as required by state law, LaBarge certifies that the company is engaged in manufacturing, compounding, processing, assembling, or preparing for sale a finished article. Items purchased as exempt are consumed in the process or become an integral part of products prepared for sale. Above statements become legally binding by signature of purchaser on face of purchase order or a person authorized to legally bind the purchaser.
PACKING AND SHIPMENT. Unless otherwise specified, price is to cover new weight of equipment and material ordered and no charges will be allowed for boxing, crating, carting or storage. Equipment and material shall be suitably packed to secure lowest transportation cost and in accordance with the requirements of common carriers. The Company's order numbers must be plainly marked on all invoices, packages, bills of lading and shipping orders. Packing lists shall accompany each shipment, showing the Company's order number, description of equipment and material and item number. Without the Company's prior written consent, deliveries shall not be made in whole or in part prior to the date or dates shown on an order, nor shall they exceed the quantities specified in delivery schedules. The Company will pay only for maximum quantities ordered. Overshipments will be held at Seller's risk and expense for a reasonable time waiting shipping instructions. Return shipping charges for excess quantities will be at Seller's expense.
INSPECTION. All equipment, parts, materials and workmanship to be furnished under any order shall be subject to inspection and test by representatives of the Company, and if the order is issued under a United States Government ("Government") prime contract or sub-contract, representatives of the Government, at all reasonable times and places during the manufacture or testing thereof, and, in any event prior to final acceptance. If such inspection is made on Seller's premises, Seller shall provide to such representatives, without charge, reasonable facilities and assistance. Such inspection and test shall not relieve Seller from responsibility regarding defect or other failures to meet requirements and shall not be deemed an acceptance by the Company.
WARRANTY AND INDEMNIFICATION.
1. Seller warrants that all goods and services ordered by the Company will conform strictly and in all respects with the specifications, drawings, samples or other descriptions furnished or specified by the Company, and will be new, merchantable, and free from any defects latent or otherwise in material and workmanship, and shall be fit and sufficient for Buyer's purpose. Seller agrees that the foregoing warranty shall survive acceptance and payment. Seller agrees that it will indemnify and hold harmless the Company from all loss, liability, damages or expense, whatsoever, including attorney's fees, that the Company may incur as a result of any breach of the warranties contained in this paragraph. In the event that any claim is made against the Company, by a customer of the Company or otherwise, which alleges any defect in any material, equipment or services purchased by the Company from the Seller, then, at the Company's election, immediately upon notice from the Company, the Seller, at its sole cost and expense, shall assume the negotiation, settlement and/or defense on any such claim; and the Seller agrees that it will indemnify and hold harmless the Company from all loss, liability, damage or expense, whatsoever, including attorney's fees, that the Company may incur as a result of the Seller's failure to do so. Notwithstanding the foregoing sentence, at its option, the Company shall have the right to negotiate and conclude a settlement with a customer based on any such alleged claim, and in such event, the Seller shall be bound by any such settlement and, upon demand, shall promptly pay to the Company, or to the Company's customer, the amount agreed to by the Company and its customer in such settlement.
2. If the order is issued under a Government prime contract or subcontract and if Seller is to furnish technical data under such order, the provisions of the Warranty of Technical Data clause contained in such prime contract or subcontract shall apply to such data and to the Seller in such manner as will enable the Company to met its obligation to its customer without additional expense to the Company.
PAYMENT. All remittances are received and negotiated conditionally, subject to final acceptance by the Company. No invoice will be accepted for payment unless it bears the Purchase Order Number and contains the following certification: "The Seller herein represents that the goods and/or services covered hereby were produced in compliance with the requirements of the Fair Labor Standards Act of 1938 as amended." Invoices for tools will not be honored until production pieces are approved by the Company's Inspection Department.
CHANGES. The Company may at any time, by a written order, make changes within the general scope of an order, in any one or more of the following: applicable drawings, designs or specifications, method of shipment or packing, and place of delivery. If any such change causes an increase or decrease in the cost of, or the time required for performance of an order, an equitable adjustment shall be made in the order price or delivery schedule, or both. Any claim by the Seller for adjustment hereunder must be asserted within 20 days from the date of the receipt by the Seller of the notification of change. Nothing in this clause shall excuse the Seller from proceeding with the order as changed or modified.
TERMINATION, REPAIRS, LIMITATION OF LIABILITY AND WAIVER. The Company may terminate all or any part of an order, without liability to the Company, by notice of default, if in the Company's reasonable judgment, Seller fails to perform its obligations thereunder, or fails to make progress so as to endanger performance under an order, or breaches any term or warranty of these Conditions. In the event of Seller's default or potential inability to perform an order, Seller agrees upon demand by the Company to deliver to the Company raw materials and work in process, and tools, equipment, supplies and facilities, required in order to perform thereunder, and the Company may then complete the work for the account of and at the cost of Seller, or in the alternative pay to Seller or credit to Seller's account the actual, direct cost of such raw materials and work in process. The Company shall have the right to make repairs and modifications in and to material and equipment purchased from Seller at Seller's sole cost and expense, if, in the Company's reasonable judgment, such repairs and/or modifications are necessary, and in making such repairs and/or modifications, the Company may use either its own labor and/or material or may purchase labor and/or material from third parties; provided, however that before undertaking any such repairs and/or modification, the Company shall first give Seller notice of the Company's intention and afford Seller the opportunity to make such repairs and/or modifications itself. In the event of any dispute under any purchase order, unless and until the Company has exercised its termination rights set forth above, Seller shall proceed diligently with the performance thereof. In no event shall the Company be liable to Seller for liquidated special, incidental or consequential damages or any penalties. Seller's sole remedy against the Company shall be a legal action for monetary damages, pursuant to the disputes clause herein. Seller waives all rights under any applicable federal or local law to any liens for any equipment material or labor furnished by it. The Company shall not be liable for any interest, finance charge, delinquency charge, service charge or similar charge unless the Company specifically agrees thereto in writing.
INSOLVENCY. The Company may without liability terminate any order in the event Seller becomes insolvent, ceases to do business as a going concern, or makes an assignment for the benefit of creditors, or if a voluntary or involuntary petition for bankruptcy is filed by or against Seller, or if a receiver or trustee is appointed for Seller.
WORK DONE ON THE PREMISES OF THE COMPANY, THE COMPANY'S CUSTOMER, OR THE GOVERNMENT. The Seller shall take such steps as may be reasonably necessary to prevent personal injury (including death) or property damage during any work under an order that may be performed by any employees or agents or subcontractors of the Seller on the premises of the Company, the Company's customer, or the Government. The Seller shall indemnify and hold harmless the Company, the Company's customers, and the Government from and against all loss, liability, damage or expense, including attorney's fee, arising from or caused by any act or omission of such agents, employees, or subcontractors of the Seller. Seller shall maintain such insurance as will protect the Company, the Company's customers and the Government against the aforementioned risks and also Workmen's Compensation and liability insurance (with minimum liability limits of $500,000/$1,000,000 if not otherwise specified in writing by the Company, otherwise at such amounts as so specified.)
COMPLIANCE WITH LAWS. The performance of this order shall be subject to applicable Federal, State and Local laws, rules, regulations, and ordinances, including but not restricted to the Buy American Act, the Occupational Safety and Health Act, the Espionage Act, the Walsh Healy Act, the Eight Hour Law, the Davis-Bacon Act, the Neutrality Act of 1939, the Economic Stabilization Act, the Equal Opportunity Act, the Fair Labor Standards Act of 1938 and the Copeland ("Anti-Kick-Back") Act.
NONDISCLOSURE OF CONFIDENTIAL MATTER. Materials purchased under an order with the Company's prior consent in writing. Such specifications and/or drawings shall not be quoted for sale to others without the Company's property and shall be returned to it on request.
ASSIGNMENT. No right or obligation under an order (including the right to receive moneys due and to become due hereunder), shall be assigned by Seller without the prior written consent of the Company, and any purported assignment without such consent shall be void.
COMPANY APPROVALS AND REVIEWS. The review or approval by the Company of any work under an order or of any design, drawings, specifications or other documents prepared thereunder shall not relieve Seller of any of its obligations under an order nor excuse or constitute a waiver of any defects or nonconformities in any equipment, material or services furnished under an order of change, modify or otherwise affect any provisions of an order, including, but not limited to, prices and delivery schedules contained herein.
REMEDIES. The right and remedies provided the Company herein shall be cumulative and in addition to any other rights and remedies provided by law or equity. Waiver of a breach of any provision hereof shall not constitute a waiver of any other breach.
RELEASE OF NEWS INFORMATION AND ADVERTISING. Seller shall not, without the prior written consent of the Company make any news release, public announcement, denial or confirmation of all or any part of the subject matter of an order, or any phase of any program thereunder, or in any manner advertise or publish the fact that the Company has placed an order.
COMPANY-FURNISHED PROPERTY. All tools or other materials furnished by the Company for use in the performance of an order shall remain the property of the Company (or of the Government, as the case may be), shall be used properly and carefully by the Seller in the performance of the order only, in accordance with the requirements of the order relating to such use, and shall be returned to the Company when requested upon the completion or termination of the order to the extent not previously delivered to the Company, in as good as condition as when received, ordinary wear and tear excepted.
NOTICE OF LABOR DISPUTES. Whenever an actual or potential labor dispute is delaying or threatens to delay the timely performance of an order, Seller will immediately notify the Company and the Government representative, if any, designated by the Company of such dispute and furnish all relevant details. Seller will include a provision identical to the above in each subcontract hereunder and immediately upon receipt of any such notice pass it on to the Company.
(a) PATENT PROTECTION AND LICENSE. In accepting the order, Seller agrees to defend, at its cost, all claims, demands and actions which may be made or instituted against the Company, its successors and assigns and customers, for alleged patent infringement or contributory infringement by the use or resale of the materials or equipment covered by the order, and to indemnify and hold harmless the Company, its successors and assigns and its customers and users of its products, against all costs, expenses, and judgments in and incident to all claims, demands, and actions for alleged patent infringement and/or contributory infringement in connection with the materials or equipment supplied thereunder. This indemnification includes attorney's fees paid by the Company for defense of any suit that Seller may fail to defend as hereby required. Seller, as part consideration for each purchase order and without further cost to the Company, hereby grants and agrees to grant to the Company, its successors and assigns and its customers, freedom from suit for infringement, by reason of the use or resale of products or materials supplied to the Company by the Seller pursuant to any purchase order, of any patents under which Seller has rights.
(b) COPYRIGHT AND INTELLECTUAL PROPERTY. Any intellectual property, including but not limited to, Patents, Copyrighted Material, and Software, conceived as a direct result of work done by Seller under this order shall be assigned to LaBarge.
SPECIAL TOOLING. If all or substantially all of the costs of special tooling used in the performance of an order have been charged to the order, or to the order and other orders placed by the Company, title to such special tooling shall vest in the Company at the option of the Company. Such tooling shall be used only in the performance of such purchase order(s) unless otherwise approved by the Company. The Seller agrees that it will follow normal industrial practice in the identification and maintenance of property control records on such tooling, and will make such records available for inspection by the Company or the Government at all reasonable times. After the termination or completion of such order(s) and upon the request of the Company, the Seller shall furnish a list of such tooling in the form requested and shall make such tooling available for disposition by the Company.
DISPUTES. Any dispute, controversy, or claim relating to this contract ("Dispute") will be resolved first through good faith negotiations between us. If the parties are unable to resolve the Dispute, either party may submit the Dispute for resolution by mediation. The mediation shall be conducted in St. Louis, MO or such other place as the parties may agree. Mediation will continue for at least 30 days, if necessary, unless the mediator chooses to withdraw sooner. Each party shall bear its own costs of the mediation effort, and the parties shall share equally the costs of the mediator. If the Dispute cannot be resolved through mediation, either party may commence an action to resolve the Dispute in, but only in, a court of competent jurisdiction in the County of St. Louis, MO or in the United States District Court, Eastern District of Missouri, it being agreed that the parties submit to the jurisdiction of such court. The parties expressly waive and forgo any right to trial by jury. No remedy herein provided shall be deemed exclusive of any other remedy allowed by law. Any failure to enforce any provision of this purchase order may not be construed as a waiver of such provision or any other provision of the right to enforce such provision.
CONTROLLING LAW. This transaction shall be governed by, and construed and enforced in accordance with, the internal laws of the State in which LaBarge's purchasing component is located. If any provision, clause, or part, or the application thereof, is held invalid, the remainder of this contract or the application of such provision, clause, or part under other circumstances, shall not be affected thereby.
Technical Data Legend - U.S. Suppliers and Vendors

Seller shall include the following legend in solicitations and purchase orders/contracts that contain export-controlled unclassified technical data (as defined by the International Traffic in Arms Regulations [ITAR] or Export Administration Regulations [EAR]) that has been provided to Seller by Buyer.

WARNING: This document contains technical data whose export is restricted by the Arms Export Control Act (Title 22, U.S.C. Sec 2751, et seq) or the Export Administration Act of 1979, as amended (Title 50, U.S.C., app. 5401 et seq). Violators of these export laws are subject to severe criminal penalties.
NOTE: This information in document form (or any other medium), including any attachments and exhibits hereto, may not be exported, released or disclosed to foreign persons whether here in the United States or abroad without first obtaining the proper export authority. Recipient shall include this notice with any reproduced portion of this document."

IF THE PURCHASE ORDER IS ISSUED UNDER A GOVERNMENT PRIME CONTRACT OR SUBCONTRACT, THE FOLLOWING PROVISIONS OF THIS PARAGRAPH 24 SHALL BE APPLICABLE AND SHALL SUPESEDE ANY CONFLICTING PROVISIONS OF THESE TERMS AND CONDITIONS. WHEN REFERERING TO PERFORMANCE UNDER A PURCHASE ORDER, THE WORDS "PURCHASE ORDER" AND "SUBCONTRACT" AS USED IN THIS PARAGRAPH, OR IN THE CLAUSES INCORPORATED HEREIN BY REFERENCE, SHALL BE DEEMED TO BE INTERCHANGEABLE TO THE EXTENT THAT SUCH MUTUAL SUBSTITUTION IS NECESSARY TO REFLECT THAT THE PROVISIONS HEREOF APPLY TO SELLER'S PERFORMANCE UNDER A PURCHASE ORDER.

GOVERNMENT INSPECTION AND AUDIT OF BOOKS AND RECORDS. Seller agrees that the Contracting Officer of the Government prime contract under which a purchase order is issued, or his authorized representatives who are employees of the Government, shall have such rights of inspection and audit under a purchase order of Seller's books, records, and plant as are granted and required by the contract clauses found in Federal Acquisition Regulation (FAR 52 214-26 entitled "Audit-Sealed Bidding" and FAR 52 215-1 entitled "Audit-Negotiation") which said clauses are hereby incorporated by reference herein and made a part hereof. Seller further agrees that the Comptroller General of the United States, or his duly authorized representative shall, to the extent required and for the time periods specified by FAR 52 215-2 entitled "Examination of Records by Comptroller General", which is also incorporated by reference herein, have access to and the right to examine any books, documents, papers and records of Seller that directly pertain to and involve transactions relating to a purchase order. These clauses do not authorize the Company to examine or audit Seller's cost records.

INCORPORATION OF FEDERAL ACQUISITION REGULATION (FAR)

NOTE: In all of the following clauses, unless otherwise stated, "Contractor" shall mean "Seller" and appropriate references to "Contracting Officer", "U.S. Government" & "Government" shall mean "Company". In the following clauses which contain a form of certification to be completed by the "Contractor", the "Seller" shall be deemed to have made such certification to the "Company" to the extent indicated.

((i) The following FAR clauses are incorporated by reference and shall apply to this contract to the extent indicated:

52.203-3 Gratuities.

52.203-6 Restriction on Subcontractor Sales to the Government
Applicable if this order exceeds $100,000.

52.203-7 Anti-Kickback Procedures
Applicable if this Order exceeds $100,000, except that paragraph (c) (1) of FAR 52.307-7 is not included in this Order. Paragraph (c)(4) is revised by deleting "The Contracting Officer may" and inserting "To the extent the Contracting Officer has effected an offset at the prime contract level or has directed the Company to withhold any sum from the Seller, the Company may...

52.204-2 Security Requirements
This clause (but excluding any reference to the "Changes" clause) is included in all subcontracts that involve access to classified information "Government" in paragraph (c) does not change to "Company".

52.211-5 Material Requirements.

52.211-15 Defense Priority and Allocation Requirements.

52.214.27 Priced Reduction for Defective Cost or Pricing Data Modification - Sealed Bidding.
This clause applies if the prime contract was awarded by sealed bidding. In paragraph (d), the term "Contracting Officer" does not change. As required by applicable law or regulation, Seller shall provide cost or pricing data and execute a Certificate of Current Cost or Pricing Data in substantially the form prescribed in FAR 15.406-2. In addition to any remedies provided by law, if the Company is subjected to any liability as a result of Seller's failure to comply with this requirement, then Seller agrees to indemnify and hold the Company harmless to the full extent of any loss, damage or expense resulting from such failure.

52.214-28 Subcontractor Cost or Pricing Data-Modifications-Sealed Bidding
This clause applies if the prime contract was awarded by sealed bidding. This clause applies if at the time the Order was entered, it exceeded the threshold for submission of cost or pricing data set in FAR 15.403-(a)(1).

52.215-10 Price Reduction for Defective Cost or Pricing Data.
This clause applies if the prime contract was awarded through negotiations. In paragraph (c) the term "Contracting Officer" does not change. As required by applicable law or regulation, Seller shall provide cost or pricing data and execute a Certificate of Current Cost or Pricing Data in substantially the form prescribed in FAR 15.406-2. In addition to any remedies provided by law, if the Company is subjected to any liability as a result of Seller's failure to comply with this requirement, Seller agrees to indemnify and hold the Company harmless to the full extent of any loss, damage, or expense resulting from such failure.

52.215-11 Price Reduction for Defective Cost or Pricing Data Modifications.
This clause applies if the prime contract was awarded through negotiations. As required by applicable law or regulation, Seller shall provide cost or pricing data and execute a Certificate of Current Cost or Pricing Data in substantially the form prescribed in FAR 15.406-2. In addition to any remedies provided by law, if the Company is subjected to any liability as a result of Seller's failure to comply with this requirement, Seller agrees to indemnify and hold the Company harmless to the full extent of any loss, damage, or expense resulting from such failure.

52.215-12 Subcontractor Cost or Pricing Data.
This clause applies if the prime contract was awarded through negotiations. In paragraph (d) the term "Contracting Officer" does not change. This clause applies if the Order, when entered, exceeds the threshold for submission of cost or pricing data in FAR 15.403-4(a)(1) and cost or pricing data is required to be submitted in connection with the award of the prime contract.

52.215-13 Subcontractor Cost or Pricing Data Modifications.
This clause applies if the prime contract was awarded through negotiations and the Order when entered exceeds the threshold for submission of cost or pricing data in FAR 15.403-4(a)(1) and cost or pricing data are required to be submitted in connection with the award of the prime contract.

52.215-14 Integrity of Unit Prices.

52.215-15 Pension Adjustments and Asset Reversions
Applicable in Orders for which it is anticipated that cost or pricing data will be required or for which any pre-award or post-award cost determination will be subject to FAR Part 31.

52.215-18 Reversion or Adjustment of Plans for Postretirement Benefits Other than Pensions
Applicable in Orders for which it is anticipated that cost or pricing data will be required or for which any pre-award or post-award cost determination will be subject to FAR Part 31.

52.219-8 Utilization of Small Business Concerns

52.219-9 Small Business Subcontracting Plan

52.222-1 Notice to the Government of Labor Disputes

52.222-4 Contract Work Hours and Safety Standards Act - Overtime Compensation.
This clause applies if the Order exceeds $100,000. In addition, the Company may withhold or recover from Seller any sums the Contracting Officer withholds or recovers from the Company because of a violation or a provision of this clause by Seller or Seller's subcontractor.

52.222-20 Walsh-Healey Public Contract Act.

52.222-21 Prohibition of Segregated Facilities

52.222-26 Equal Opportunity.
Subparagraphs (b)(1) through (11) only.

52.222-35 Affirmative Action for Disabled Veterans and Veterans of the Vietnam Era.
This clause applies if the Order is for $10,000 or more.

52.222-36 Affirmative Action for Workers with Disabilities.
This clause applies if the Order exceeds $10,000. Paragraph (b)(2) is revised to delete "provided by or through the Contracting Officer" and insert "provided upon request by the Contracting Officer through the Company."

52.222-37 Employment Reports on Disabled Veterans and Veterans of the Vietnam Era.
This clause applies if the Order exceeds $10,000.

52.223-14 Toxic Chemical Release Reporting
This clause applies if the Order is for noncommercial items and exceeds $100,000 in value (including options). Subparagraph (e) is excluded from this Order.

52.225-1 Buy American Act - Supplies
This clause applies only if Seller is supplying an item that is an end product under the Company's prime contract, and the prime contract contains this clause.

52.225-3 Buy American Act - Free Trade Agreements - Israeli Trade Act
This clause applies only if Seller is supplying an item that is an end product under the Company's prime contract, and the prime contract contains this clause. If the prime contract contains this clause with one of the alternate clauses, the alternate version shall apply.

52.225-5 Trade Agreements
This clause applies only if Seller is supplying an item that is an end product under the Company's prime contract, and the prime contract contains this clause.

52.225-8 Duty-Free Entry
This clause applies if supplies identified in the Order as supplies to be accorded duty free entry are to be imported into the customs territory of the United States or if other foreign supplies in excess of $10,000 may be imported into the customs territory of the United States. The terms "Government" and "contracting officer" in paragraph (e) do not change.

52.225-13 Restrictions on Certain Foreign Purchases.

52.227-1 Authorization and Consent.

52.227-2 Notice and Assistance Regarding Patent and Copyright Infringement.

52.227-10 Filing of Patent Applications - Classified Subject Matter

52.227-14 Rights in Data - General
In paragraph (b) Allocation of Rights, the term "government" does not change and the term "Contractor" changes to "Seller" rather than "Buyer". The term "contracting officer" does not change in the first sentence of paragraph (c)(1) and in paragraph (e).

52.229-3 Federal, State & Local Taxes

52.242-15 Stop Work Order

52.242-17 Government Delay of Work

52.243-1 Changes - Fixed Price

52.244-6 Sub Contract for Commercial Items

52.246-2 Inspection of Supplies (Fixed Price)

52.246-16 Responsibility for Supplies

52.247-63 Preference for U.S.-Flag Air Carriers.

52.247-64 Preference for Privately Owned US- Flag Commercial Vessels

52.248-1 Value Engineering

52.249-2 Termination for Convenience (Fixed Price)
FAR 52.249-2 is revised as follows:
Paragraph (a): Delete "The Government may terminate performance of work under this Contract in whole, or from time to time, in part" and insert "The Company may terminate performance of work under this Order in whole or, from time to time, in part, where such action is reasonably required as a result of government action affecting all or part of the performance or work under the prime contract."
Paragraph (c): Change 120 days to 60 days.
Paragraph (d): Plant clearance procedure is omitted.
Paragraph (e): The time for submission of the final termination settlement proposal is changed from "1 year" to "6 months" from the effective date of termination.
Paragraph (l): The time for submission of a proposal for an equitable adjustment after a partial termination is changed from "90 days" to "45 days" from the effective date of termination.

52.249-8 Default (Fixed Price Supply and Service)
FAR 52.249-8 is revised as follows:
Paragraph (a): Change the cure period from "10 days" to "7 days".
Paragraph (c): Add to the second sentence "and (10) acts of the Company."

(ii) If this contract is placed under a Department of Defense (DoD) contract, the following clauses from the DoD Federal Acquisition Regulations Supplement (DFARS) are incorporated by reference to the extent indicated.

252.203-7001 Prohibition on Persons Convicted of Fraud or Other Defense Contract Related Felonies.

252.211-7000 Acquistion Streamlining

252.219-7003 Small, Small Disadvantaged, and Women-Owned Small Business Subcontracting Plan (DoD Contracts)

252.223-7006 Prohibition on Storage and Disposal of Toxic and Hazardous Materials

252.225-7001 Buy American and Balance of Payments Program

252.225-7036 Buy America Act - North American Free-Trade Agreement Implementation Act - Balance of Payments Program

252.227-7013 Rights in Technical Data (Noncommercial Items)
This clause is applicable when technical data, but no software, will be delivered to the Government by the prime contractor from the subcontractor. "[T]o the Contractor" is deleted from (b)(l)(vi) and "contract or" and thereunder" are deleted from (b)(l)(ix). "The Company or "is added before "government" in (c) and (i). The second and third occurrences of "contracting officer" are changed to "Government" in (e)(4). "And the Government" is added after "parties" in (h)(l). In (h)(2) "sixty (60)" is changed to "fifty (50)" days. Not substitutions for "government" are made.

252.227-7014 Rights in Noncommercial Computer Software and Noncommercial Computer Software Documentation
This clause is applicable when software and software documentation will be delivered to the Government by the prime contractor from the subcontractor. "[T]o the Contractor" is deleted from (b)(l)(iii) and "contract or" and "thereunder" are deleted from (b)(l)(vi). "The Company or" is added before "government" in (i). The second and third occurrences of "contracting officer" are changed to "Government" in (e)(4). "And the Government" is added after "parties" in (h)(l). In (h)(2) "sixty (60)" is changed to "50 (fifty)" days. No substitutions for "government" are made.

252.227-7015 Technical Data - Commercial Items
This clause applies when clause 252.227-7013 is used. No substitutions for "government" or "contracting officer" are made.

252.227-7016 Rights in Bid or Proposal Information

252.227-7019 Validation of Asserted Restrictions - Computer Software
This clause applies when clause 252.227-7014 is used. "The Company" is substituted for Contracting Officer" in paragraph (b), otherwise no substitutions are made for "contracting officer" or "government". In paragraphs (f)(5) and (f)(6), "the prime contract" is substituted for "this contract."

252.227-7025 Limitation on the Use or Disclosure of Government-Furnished Information Marked with Restrictive Legends
No substitution is made for "government".

252.227-7030 Technical Data - Withholding of Payment

252.227-7037 Validation of Restrictive Markings on Technical Data
In paragraphs (f) and (g)(2)(i), change "this contract" to "the prime contract", and in paragraph (i), change "a contract" to "the prime contract". No substitutions for "government" or "Contracting Officer" are made.

252.231-7000 Supplemental Cost Principles

252.243-7001 Pricing of Contract Modifications

252.243-7002 Requests for Equitable Adjustment

252.244-7000 Subcontracts for Commercial Items and Commercial Components (DoD Contracts)

252.246-7001-I Warranty of Data - Alternate I

252.247-7023 Transportation of Supplies by Sea

252.247-7024 Notification of Transportation of Supplies by Sea

252.249-7002 Notification of Anticipated Contract Termination or Reduction
This clause applies to first tier subcontracts of $500,000 or more and thereafter to lower tier subcontracts of $100,000 or more. "Company" is substituted for "Contracting Officer" throughout. Paragraph (d)(l) is modified to state "Provide notice of the proposed termination or reduction to each subcontractor with a subcontract of $100,000 or more."

CONTRACT COST PRINCIPLES AND PROCEDURES.
Seller agrees that to the extent applicable, its cost principles and procedures shall be in full compliance with Part 30 & 31 of the FAR. In the event such compliance is not maintained, Seller agrees to compensate the Company to the full extent of any prices or costs which are determined by the Company's customer to be unallowable or unreasonable or not allocable, under the Company's contract with its customer.

GOVERNMENT INSPECTION.

(i) When indicated on the order, Government inspection is required prior to shipment from Seller's plant. Upon receipt of such an order, Seller shall promptly notify the Government Representative who normally services its plant so that appropriate planning for Government source inspection can be accomplished. If the cognizant Government Representative cannot be located, Seller shall notify the Company immediately. Seller shall provide a copy of such an order to the Government Representative upon request. When the items ordered thereunder are ready for source inspection, or, if practicable, ten (10) days in advance thereof. Seller shall notify said Government Representative. Drawings and data adequate for source inspection shall be made available at Seller's plant.

(ii) Seller's quality control and inspection system and manufacturing process are subject to review, verification, and analysis by authorized Government representatives.

(iii) Seller's quality control and inspection system and manufacturing processes are subject to review, verification, and analysis by authorized Government representatives.

GOVERNMENT PROPERTY.
If Government property is provided to Seller, Seller agrees to the return of the Government property to the Company in as good condition as when received, except for loss or damage due to reasonable wear and tear or utilization of the property in performance of an order. Seller shall administer, control and maintain such property in accordance with Part 45 of the FAR. The Company shall at all reasonable times have access to the premises where the property is located for purposes of inspection. Seller shall utilize such property only as authorized by an order.

DISPUTES.

(i) If a decision on any question of fact arising under the prime contract be made by the Contracting Officer and such question of fact is also connected with or related to a purchase order of the Company's, said decision, if binding upon the Company under the prime contract, shall in turn be binding upon the Company and Seller with respect to such question under such purchase order, provided, however, that if Seller disagrees with any such decision, made by the Contracting Officer, and if the Company elects not to appeal such decision, Seller shall have the right reserved to the Company under the prime contract with the Government to prosecute an appeal within thirty (30) days after the Company's receipt of such decision, in the name of the Company; to the Secretary of the Department which issued the prime contract, or his duly authorized representatives. If the Company elects not to appeal any such decision, the Company agrees to notify Seller within ten (10) days after receipt of such decision and to assist Seller in its prosecution of any such appeal in every reasonable manner. If Company elects to appeal any such decision of the Contracting Officer, the Company agrees promptly to furnish Seller with a copy of such appeal. Any decision upon appeal, if binding upon the Company shall, in turn, be binding upon Seller. Pending the making of any such decision, Seller shall proceed diligently with performance of such order.

(ii) In the event any such appeal is, for any reason, denied or decided adversely to Seller's interests, or in the event the dispute between the Company and the Government with respect to such a question of fact arises after payment for a disputed item has been made by the Government under the prime contract, then, if Seller continues to disagree with the disputed conclusion or result, Seller shall have the benefit of any right which the Company may have to prosecute a suit in the name of the Company against the Government. Seller's failure to use such right shall preclude Seller from objecting to the disputed conclusion or result. A final judgment in any such suit shall be conclusive upon Seller and the Company. The Company agrees to assist in the Prosecution of any such suit in every reasonable manner.

(iii) During the pendency of any appeal or suit prosecuted by the Company or Seller in accordance with the provisions of sections (i) or (ii) of this subparagraph, any moneys due or becoming due to Seller may be withheld by the Company until a final determination has been made.

(iv) All costs, including attorney's fees and other expenses of any appeal or suit prosecuted by Seller in accordance with the provisions of sections (i) or (ii) of this subparagraph shall be paid by the Seller.

(v) The Company's maximum liability for any matter connected with or related to a purchase order which was properly the subject of a claim against the Government under prime contract shall not exceed the amount of the Company's recovery from the Government.

(vi) If a purchase order is issued by the Company under a subcontract rather than a prime contract of the Company with the Government, and if the Company has the right under such subcontract to appeal a decision on a question of fact made by the Contracting Officer under the prime contract in the name of the prime contractor, and said decision is also connected with or related to a purchase order, this Disputes Clause shall also apply to Seller in a manner consistent with intent and similar to its application had said purchase order been issued by the Company under a prime contract with the Government.

(vii) Any dispute not disposed of in accordance with the subparagraphs of this subparagraph shall be determined pursuant to paragraph 22, "Disputes", provided, however, that paragraph 23, "Controlling Law", shall be modified to specify the application of Federal common law.

STANDARD CONDITIONS OF PURCHASE

ATTACHMENT A TO PURCHASE ORDER

LaBarge, Inc.

Seller shall complete and execute the certificates and representations as provided in the following FAR sections as required by the Company's government contract:

Small Business Program (FAR 52.219-1)

Small Disadvantaged Business Status (FAR 52.219-22)

Prohibition of Segregated Facilities (FAR 52.222-21)

Previous Contracts and Compliance Reports (FAR 52.222-22)

Affirmative Action Compliance (FAR 52.222-25)

Equal Opportunity (FAR 52.222-26)

Women-Owned Business (FAR 52.204-5)

Debarment, suspension etc (FAR 52.209-5)

Payments to Influence Certain Transactions (FAR 52.203-11)

Toxic Chemical Release Reporting (FAR 52.223-13)

Certificate of Current Cost or Pricing Data (FAR 15.406-2)

Buy American Act Certificate (FAR 52.225-2)