Terms and Conditions

PURCHASE ORDER TERMS AND CONDITIONS

ACCEPTANCE

Seller accepts this order by promptly forwarding to Buyer its written acceptance within ten (10) days of the order’s date, or commencement of performance. Acceptance is limited to the terms and conditions of this order. This order, with any attachments, constitutes the entire agreement of the parties. No waiver or modification or additions to the terms of this order shall be valid unless in writing and signed by the parties.

PRICES

Buyer shall not be billed at prices higher than those stated on the order accompanying these terms and conditions. Unless otherwise specified, the price stated includes all charges for packing, hauling, storage and transportation to point of delivery. Seller will pay all delivery charges in access of any delivery charge Buyer has agreed to pay. The price stated includes all taxes except state or local sales or use taxes or similar taxes, which Seller is required by law to collect from Buyer. Such taxes, if any, shall be separately stated in Seller’s invoice and paid by Buyer unless an exemption is available. Seller agrees that any price reduction made with respect to the items covered by this order subsequent to its placement but prior to payment will be applicable to this order.

DELIVERY

Substitutions will not be accepted. The order must be shipped COMPLETE by date requested, but must not be shipped more than one week in advance of the time or times specified herein without Buyer’s prior approval. When more than one shipment is made against any order, indicate “Final Shipping” on shipping papers and invoice accompanying the last shipment in the order. Seller shall not ship excess quantities without Buyer’s prior approval. Except as otherwise provide herein, Buyer shall not be obligated to accept untimely, excess or under shipments and such shipments in whole or in part may at Buyer’s option be returned to Seller or held for disposition at Seller’s expense and risk. Seller shall invoice all shipments in triplicate. The invoice shall describe the items, state the purchase order number and be attached to the original bill of lading or other shipping receipt.

WARRANTIES

Seller warrants that the items and services covered hereunder will conform to applicable specifications, instructions, drawings, data and samples, will be merchantable, of good material and workmanship, free from defects and will be fit and sufficient for the purpose intended. There warranties shall be in addition to all other warranties, express, implied or statutory. Payment for inspection of or receipt of articles or services shall not constitute a waiver of any breach of contract.

INSPECTIONS AND TESTS

All goods ordered hereunder will be subject to inspection and test by Buyer to the extent practicable at all times an places, including the period of manufacture and in any event prior to acceptance. Seller agrees to permit access to Seller’s facilities at all reasonable times for inspection of goods by Buyer’s agents or employees and will provide all tools, facilities and assistance reasonably necessary for such inspection at no additional cost to Buyer. Such goods will be subject to final inspection and acceptance by Buyer after delivery to Buyer. It is expressly agreed that inspections and/or payments prior to delivery will not constitute final acceptance. If the goods delivered do not meet the specifications or otherwise do not conform to the requirements of this order, Buyer shall have the right to reject such goods. Goods that have been delivered and rejected in whole or in part may, at Buyer’s option, be returned to Seller or held to disposition at Seller’s risk and expense.

BUYER’S PROPERTY

Title to and the right of immediate possession of any property, including without limitation, patterns, tools, jigs, dies, equipment or material furnished or paid for by Buyer shall remain in Buyer. Seller shall furnish no articles made there from to any other party without Buyer’s prior written consent. Seller shall keep adequate records of such property, which shall be made available to Buyer upon, request, and shall store, protect, preserve, repair and maintain such property in accordance with sound industrial practice, all at Seller’s expense. Unless otherwise agreed to by Buyer, Seller shall insure Buyer’s interest in such property against loss or damage by reason of fire (including extended coverage), riot or civil commotion. Copies of certificates of such insurance will be furnished to Buyer on demand.

In the event Buyer’s property becomes lost or damaged to any extent from any cause while in Seller’s possession, Seller agrees to indemnify Buyer or replace such property, at Seller’s expense, in accordance with Buyer’s request. At the completion of the goods requested by Buyer in this order for which Buyer’s property was required, Seller shall request disposition instructions for all such property, or the remainder thereof, whether in its original form or in semi-processed form. Seller agrees to make such property available to Buyer at Buyer’s request, in the manner requested by Buyer including preparation, packing and shipping as directed. Expenses for preparation for shipment will be for Seller’s account and shipment shall be made F.O.B. Seller’s plant.

DRAWINGS AND SPECIFICATION REVIEW

If during the term of this order, Buyer’s representatives review drawings, specifications, or other data developed by Seller in connection with the order and make suggestions or comments or approve such documents and data, such action is only an expression of opinion by Buyer and shall not serve to relieve Seller of any responsibility for the reliability, quality, rate of output, cost, delivery, performance or any other requirements of this order.

DRAWINGS AND DATA

Seller shall keep confidential all information; drawings, specifications, or data furnished by Buyer or prepared by Seller specifically in connection with the performance of this order, and shall not divulge or use such information, drawings, specifications or data for the benefit of any other party. Except as required for the efficient performance of this order, Seller shall not make copies or permit copies to be made without the prior written consent of Buyer. Seller shall not use, either directly or indirectly, any such data or any information derived there from for any purpose other than to perform this order without obtaining Buyer’s written consent.

USE OF INFORMATION

Seller agrees that all information heretofore or hereafter furnished or disclosed to Buyer by Seller in connection with the placing or filling of this order is furnished or disclosed as a part of the consideration for this order, that such information is not, unless otherwise agreed to by Buyer in writing, to be treated as confidential or proprietary, and that Seller shall assert no claims (other than for patent infringement) by reason of the use or disclosure of such information by Buyer, its assigns or its customers.

ADVERTISEMENTS

Seller shall not in any manner advertise or publish the fact that it has furnished, or contracted to furnish, Buyer the goods or services herein mentioned without prior written consent of Buyer. Seller shall not disclose any details in connection with this order to any party except as may be otherwise provided.

TOOLING

Unless otherwise specified in this order, all tooling and/or all other articles required for the performance hereof shall be furnished by Seller shall be maintained in good condition and replaced when necessary at Seller’s expense.

TERMINATION

Buyer may terminate the performance of the work under this order in whole at any time or from time to time in part, by written notice to Seller. Upon receipt of such notice, Seller shall, unless the notice directs otherwise, immediately discontinue all work and the placing of all orders for materials, facilities and supplies in connection with the performance of this order and shall proceed to cancel promptly all existing orders and terminate all subcontracts insofar as such orders or subcontracts are chargeable to this order. Upon the termination of work under this order, full and complete settlement of all claims of Seller with respect to the terminated work shall be made as follows:

As compensation to Seller for such termination, unless such termination is for the default of Seller, Buyer shall pay Seller the percentage of the total order price corresponding to the proportion of the amount of work completed on the date of termination to the total work to be done as Seller’s full compensation for the work completed under this order and;

Upon Buyer’s payment to Seller in accordance with this paragraph, title to all equipment, materials, work-in-progress, finished products, plans, drawings, specifications, information, special tooling and other things for which seller has paid shall vest with Buyer.

Seller shall construe nothing contained in this paragraph to limit or affect any remedies, which Buyer may have as a result of a default.

DEFAULT – CANCELLATION

Buyer reserves the right by written notice of default, to cancel this order, without liability to Buyer, in the event of the happening of any of the following: insolvency of Seller, the filing of a voluntary petition in bankruptcy by Seller, the filing of an involuntary petition to have Seller declared bankrupt, the appointment of a Receiver or Trustee for Seller, or the execution by Seller of an assignment for the benefit of creditors. If Seller fails to perform as specified herein, or if Seller breaches any of the terms hereof, Buyer reserves the right, without any liability to Buyer, upon giving Seller written notice, to

(1) cancel this order in whole or in part, by written notice to Seller and Seller shall be liable to Buyer for all damages, losses and liability incurred by Buyer directly or indirectly resulting from Seller’s breach or, (2) obtain the goods ordered herein from another source with any excess cost resulting there from, chargeable to Seller, if such deficiencies are not remedied. The remedies herein provided shall be cumulative and in addition to any other remedies provided at law or in equity.

FORCE MAJEURE

Neither party shall be liable for defaults or delays due to Acts of God or the public enemy, acts or demands of any Government or any Governmental agency, strikes, fires, floods, accidents, or other unforeseeable causes beyond its control and not due to its fault or negligence. Each party shall notify the other in writing of the cause of such delay within five (5) days after the beginning thereof.

COMPLIANCE WITH LAWS

Seller agrees to fully observe and comply with all applicable Federal, State and local laws, rules, regulations and orders pertaining to the production and sale of the goods ordered and, upon request, Seller shall furnish Buyer certificate of compliance with such laws, rules, regulations and orders.

GOVERNMENT CONTRACTS

If it is indicated on the face hereof or Seller is otherwise informed that this order is placed, directly or indirectly, under a contract of the United States Government or any State of other governmental authority, then all terms and conditions required by law, regulation or by the Government contract with respect to this order are incorporated herein by reference. To the extent that the terms and conditions of this order are inconsistent with any such required terms and conditions, then the Seller agrees, upon request, to furnish Buyer with a certificate or certificates in such form as Buyer may require certifying that Seller is in compliance with all such terms and conditions as well as any applicable law or regulation. Upon request, Buyer will make available to Seller copies of all pertinent terms and conditions required by any such Government Contract.

EQUAL OPPORTUNITY

The Equal Opportunity Clause in Section 202 Executive Order No. 11246, amended relative to Equal Employment Opportunity, and the implementing rules and regulations of the Office of Federal Contract Compliance, and Section 503 of the Rehabilitation Act, are incorporated herein by specific references.

INDEMNIFICATION

Seller agrees to indemnify and hold harmless Buyer, its successors and assigns, customers and users of its products against all suits at law or in equity and from all damages, claims and demands arising out of the death or injury, to any person or damage to any property alleged to have resulted from the goods hereby ordered, and, upon the tendering of any suit or claim to Seller, to defend the same at Seller’s expense as to all costs, fees and damages. The forgoing indemnification shall apply whether Seller or Buyer defends such suit or claims and whether the death, injury or property damage is caused by the sole or concurrent negligence of Seller or otherwise.

PATENT INDEMNIFICATION

Seller shall indemnify and save harmless Buyer, its successors, assigns, customers or users of its products, from and against all loss, liability and damage, including costs and expenses, resulting from any claim that the manufacture, use, sale or resale of any goods supplied under this order infringe any patent or patent rights, and Seller shall, when notified, defend any action or claim of such infringement at its own expense.

ASSIGNMENT

Neither this order nor any rights or obligations herein may be assigned by Seller nor may Seller delegate the performance of any of its duties hereunder without, in either case, Buyer’s written consent

APPLICABLE LAW

The laws of the State of Buyer’s home office shall govern the validity, interpretation and performance of these terms and conditions.

INVOICES AND NOTICES

All correspondence and invoices covering this order must be addressed to Buyer’s Purchasing Department.

CHANGE NOTIFICATION

Relocation, process/equipment or other significant change that could impact “conformance to requirements” and/or “fitness for use” of purchased item, may require requalification to maintain status as an approved Vendor. Once notified of such a change, Buyer will submit the change to quality for an initial review. Following this review, a re-qualification plan may be submitted to the Seller. Plan will be based upon how critical the material or components’ performance is to internal processes as well as the finished product. Buyer will retain a record of change and any subsequent qualification plan.