RIX Industries Flow Downs

3/1/2004

Description:

SURVEILLANCE AND WRITTEN TECHNICAL DIRECTION

Clause:

(a) The work to be performed by Seller under this contract is subject to surveillanceand written technical direction from Buyer under the conditions set out herein. Technicaldirection is defined as a directive to Seller within the definitions and requirements of theStatement of Work hereof that approves approaches, solutions, designs, or refinements;fills in details or otherwise completes the general description of work or informationitems; shifts emphasis among work areas or tasks; or otherwise furnishes guidance toSeller. Technical direction includes the process of conducting inquiries, requestingstudies, or transmitting information or advice by Buyer regarding matters within thedefinitions and requirements of the Statement of Work. Technical direction andmanagement surveillance shall not impose tasks or requirements upon Seller additional toor different from the general tasks and requirements stated in the Statement of Workhereof.(b) Technical direction to be valid:(1) Must be issued in writing consistent with the general scope of the work set forthin this contract;(2) Shall not commit Buyer to any adjustment of the price or other provisions of thiscontract; and(3) Shall be contained on Buyer’s form and signed by an authorized member ofBuyer’s Engineering staff.(c) In the event any such technical direction is interpreted by Seller to fall within theclause hereof entitled "Changes," Seller shall not implement such direction, but shallnotify Buyer's Authorized Procurement Representative in writing of such interpretationwithin ten working days after the receipt of such direction. Such notice shall (i) includethe reasons upon which Seller bases its belief that the technical direction falls within thepurview of the "Changes" clause; and (ii) include Seller’s best estimate as to the revisionin price, performance time, delivery schedules, and other contractual provisions thatwould result from implementing the technical direction.(d) If, after reviewing the information presented pursuant to paragraph (c), above,Buyer is of the opinion that such direction is within the purview of the "Changes" clauseand considers such change desirable, unilateral direction to proceed pursuant to theChanges" clause shall be issued by a duly executed Change Notice to this contract. IfBuyer determines that such direction is technical direction authorized by this clause,Seller will be directed by Buyer's Authorized Procurement Representative to proceedwith the implementation of such technical direction.(e) In the event Buyer determines that it is necessary to avoid a delay in performanceof this contract, Seller may be directed, in writing, to proceed with the implementation ofthe technical direction pending receipt of the information to be submitted under paragraph (c), above. Should Buyer's Authorized Procurement Representative laterdetermine that change direction is appropriate, written direction pursuant to the"Changes" clause hereof will be issued.(f) Failure of Buyer and Seller to agree on whether such direction is technicaldirection or a change within the purview of the "Changes" clause shall be a disputeconcerning a question of fact within the meaning of the "Disputes" clause of this contract.(g) The procedure set out in this clause is the only means authorized to give technicaldirection to Seller under this contract. Any action taken by Seller in response to anytechnical direction given by any other means or by any person other than Buyer'sAuthorized Procurement Representative shall be at Seller’s own risk.