Terms & Conditions of Purchase

1. THIS PURCHASE ORDER IS AN OFFER TO BUY AND NOT AN ACCEPTANCE OF ANY QUOTATION OR OFFER TO SELL. ANY REFERENCE TO ANY SUCH QUOTATION OR OFFER TO SELL IS SOLELY FOR THE PURPOSE OF INCORPORATING HEREIN THE DESCRIPTIONS AND SPECIFICATIONS OF THE PRODUCTS, AND SHALL NOT IMPLY ACCEPTANCE OF SELLER’S TERMS AND CONDITIONS. BY ACKNOWLEDGING RECEIPT OF THIS ORDER OR SHIPPING GOODS OR PERFORMING SERVICES CALLED FOR HEREUNDER, SELLER AGREES TO THE TERMS AND CONDITIONS CONTAINED IN THIS ORDER. IN THE EVENT SELLER’S ACCEPTANCE OR ACKNOWLEDGEMENT CONTAINS TERMS ADDITIONAL TO OR DIFFERENT FROM THOSE SET FORTH HEREIN, THIS ORDER SHALL BE DEEMED A NOTICE OF OBJECTION TO SUCH ADDITIONAL OR DIFFERENT TERMS AND A REJECTION THEREOF.

2. INSPECTION – Seller shall maintain a quality and inspection system that is adequate to ensure that all goods or services furnished hereunder conform to the requirements of this purchase order. All goods or services furnished hereunder are subject to inspection and rejection at Buyer’s plant or other destination specified in this purchase order. Risk of loss or damage to the goods remains upon Seller until goods have been inspected and accepted by Buyer at such location. If such goods or services or parts thereof are not delivered in accordance with the delivery schedule specified in this purchase order or are defective in material or workmanship or otherwise fail to conform to Buyer’s instructions and drawings, then Buyer shall, in addition to any other rights it may have, have the right to reject and return such goods or services at Seller’s risk and expense, and no replacement or substitutions shall be made without Buyer’s authorization. Payment by Buyer does not constitute acceptance or waiver of any claim. Acceptance of any or all goods or services covered by this purchase order shall not discharge Seller from liability for breach of any warranties specified herein or implied by law or usage of the trade. Seller shall provide Buyer, its customers and regulatory authorities access to all facilities involved in this order, including subcontractor facilities, and to all production, quality and inspection records. Records must be maintained a minimum of 10 years.

3. CHANGES & CANCELLATION – Buyer may, by written notice to Seller, make changes in the terms of this purchase order, including but not limited to the specifications for goods or services to be furnished, the method of shipping and packing, and the time and place of delivery. Any difference in price of the goods or services as a result of such changes shall be equitably adjusted. Any claim by Seller for adjustment under this Paragraph shall be deemed waived unless asserted in writing within ten (10) days from receipt by Seller of the change. Buyer may also, at any time, by written notice to Seller, or by verbal notice to Seller confirmed in writing, terminate this order in whole or in part (a) for the sole convenience of Buyer, in which event Seller shall immediately cease such cancelled work and be entitled to reasonable termination charges consisting of Seller’s actual provable costs to the date of termination plus a reasonable profit thereon, less value to Seller, but in no event shall Buyer be liable for potential or anticipated profits, overhead or otherwise, or (b) due to Seller’s breach of any of the provisions of this order, in which event, Seller will be liable to Buyer for all damages and loss sustained by Buyer by reason of such breach.

4. FORCE MAJEURE – Failure of Buyer to take delivery of goods or accept performance of services hereunder, or portions thereof, when due if occasioned by Act of God or public enemy, fire, explosion, perils of the sea, flood, weather or climate event, disease, war, riot, sabotage, accident, embargo, civil disorders, government priority, requisition of allocation, or any circumstances of like character beyond the reasonable control of Buyer or which would make impracticable the fulfillment of Buyer’s obligations hereunder, or by interruption of or delay in transportation, shortages of, or inability to obtain, raw materials, supplies, equipment, fuel, power labor or other operational necessities on normal terms, labor trouble, partial or complete suspension of Buyer’s operations, compliance with any order or request of any governmental officer, department, agency or committee, shall not subject Buyer to any liability to Seller. In this connection, Buyer shall not be required to resolve labor disputes, or disputes with suppliers of raw materials, supplies, equipment, fuel or power, but may, in accordance with its best interest, do so. At Buyer’s option, the period specified for delivery of goods or performance of services hereunder shall be extended by the period of delay occasioned by such circumstances, and deliveries or services omitted shall be made or performed during such extension or the total ordered hereunder shall be reduced by the deliveries of services or portions so omitted.

5. PROPERTY RIGHTS – Seller grants to Buyer the right to reproduce, use and disclose in connection with the use, maintenance and service of the goods and services supplied hereunder, all reports, drawings, data and technical information delivered to Buyer. If this order is in whole or in part for the development of a product and/or process for Buyer, Seller hereby conveys and assigns to Buyer all right, title and interest in and to any patents, inventions, copyrights, data and know-how conceived, expressed or first reduced to practice in connection with this order, and a perpetual, royalty-free right and license to make, use, sell, reproduce, display, perform, license, modify and distribute all other patents, inventions, copyrights, data and know-how of Seller or any of its subcontractors incorporated or utilized in connection with the goods and services. Property paid for or furnished by Buyer, such as tools, dies, patterns, material, drawings, designs and other things shall remain Buyer’s property and shall be used exclusively for rendering goods and services for Buyer. Such property shall be identified at all times as property of Buyer and shall be insured by Seller against all risks at the replacement cost thereof, with loss payable to Buyer. Seller shall redeliver such property to Buyer, upon its request, in the same condition as originally received, ordinary wear and tear excepted.

6. NON-INFRINGEMENT – Seller warrants the goods or services furnished hereunder, and the sale or use thereof, will not infringe any patents, copyrights, trademarks or other property rights of others. Seller shall indemnify and defend Buyer from and against any claims, damages, loss or expense, including counsel fees and costs of defense, arising out of or related to any claim or suit against Buyer, or Buyer’s customers, charging such infringement by virtue of possession, use or sale of any goods or services furnished hereunder. If the sale or use of any goods or services furnished hereunder is enjoined because of such infringement, Seller shall, at its sole cost and expense, promptly procure for Buyer the right to continue selling or using such goods or services.

7. COMPLIANCE WITH LAWS – Seller’s performance hereunder, and the goods and services provided hereunder, will comply with the requirements of all applicable Federal, state and local laws and regulations, including without limitation the Fair Labor Standards Act of 1938 and the Occupational Safety and Health Act of 1970, and any amendments thereto. Seller certifies that it does not maintain segregated facilities, will not discriminate in hiring or employment because of sex, sexual orientation, gender identity, race, creed, color, religion, national origin, disability or veteran status, and will take affirmative action to ensure that it is in compliance with the foregoing requirements. When the goods or services are being procured for use for, or in the performance of, a contract with the United States of America or a subcontract thereof, the applicable provisions of Government Procurement Regulations (FAR and DFAR) as in effect at the date of this purchase order, and the applicable provisions of the following statutes and Executive Orders, as amended including implementing rules and regulations shall apply: Executive Order 11246, Section 2012 of Title 38, Section 503 of the Rehabilitation Act of 1973, Executive Order 11625, Executive Order 12138, Section 211 of Public Law 95-507, 41 CFR 60–1.4(a), 60–300.5(a) and 60–741.5(a). Seller shall comply with all requests made by Buyer concerning compliance with product, environmental and other regulatory requirements such as RoHS, REACH and Conflict Minerals.

8. WARRANTIES – Seller warrants it has good title to all goods and services covered hereby. Seller warrants that all goods and services furnished hereunder shall be (a) new and of the quality specified, (b) in conformity with the specifications, drawings, samples or other descriptions furnished by Buyer, (c) fit for the purpose intended by Buyer, (d) merchantable, (e) with respect to goods, of good material and workmanship, and with respect to services, professional and workmanlike, (f) free from defects, and (g) in conformity with all warranties and requirements of applicable law, express or implied. These warranties shall run to Buyer, its successors, assigns and customers and the users of its goods and services and shall survive any inspection or acceptance of the goods or services by Buyer.

9. REMEDIES – Seller agrees to replace or correct defects of any goods or services not conforming to the warranties in Paragraph 8 above, promptly and without expense to Buyer. In the event Seller fails to do so, Buyer, after reasonable notice to Seller, may make such corrections or replace such goods and services and charge Seller for the cost incurred by the Buyer thereby. Seller shall be liable for all loss or expense incurred by Buyer, including incidental and consequential damages, arising from (a) Seller’s breach of warranty or breach of any other provisions of this contract, and/or (b) Seller’s tortious breach including but not limited to Seller’s negligence or liability without fault, in connection with Seller’s sale of the goods and services covered by this purchase order. Buyer’s remedies hereunder shall be cumulative and additional to any other remedies provided at law or in equity, and shall include recovery of counsel fees and litigation expenses incurred by Buyer.

10. INDEMNITY & INSURANCE – Seller shall indemnify and defend Buyer and its affiliates (including their respective officers, directors, employees, shareholders, customers, and each of their respective successors and assigns) against any damages, loss or expense, including counsel fees and costs of defense, which may be incurred by or asserted against Buyer as a result of economic loss, injury to person, or injury to property including damages for personal injury or death and incidental or consequential damages, allegedly arising out of or connected with goods or services sold or provided to Buyer pursuant to this order including the breach of any term or warranty hereof. Seller agrees to carry and furnish upon request certificates of insurance evidencing following coverage with reputable and financially sound insurance carriers: (a) Workers’ Compensation in compliance with applicable statutory limits; (b) Employer’s Liability with a limit of not less than $1,000,000; (c) Commercial General Liability with a combined single limit of not less than $1,000,000 per occurrence, $2,000,000 aggregate, for bodily injury and property damage covering at a minimum blanket contractual liability, products and completed operations; (d) Automobile Liability for bodily injury and property damage with a limit of $2,000,000 per occurrence, and (e) Umbrella or Excess Liability with limits of $5,000,000 each occurrence. All insurance shall be written on an occurrence basis and contain a waiver of subrogation in favor of Buyer, shall be primary and non-contributory to any insurance of Buyer and shall name Buyer as an additional insured.

11. CONFIDENTIALITY – Seller agrees that the specifications, drawings, designs, manufacturing data and any other information transmitted to Seller by Buyer and any work product to be delivered by Seller to Buyer in connection with the performance of this purchase order are confidential and the property of Buyer and are to be held in confidence by Seller and not to be used by Seller for any purpose other than for the benefit of Buyer. Seller may not disseminate the fact that Seller has furnished or has contracted to furnish Buyer the items covered hereby, except as is necessary for performance of this order.

12. PRICE – The prices for goods and services sold to Buyer hereunder shall not be higher than that appearing on the face of this Order. If Seller should at any time prior to the delivery of the goods and services sell similar goods or services in similar quantities to any third party at lower prices, Seller will notify Buyer in writing and reduce the prices of the goods and services hereunder correspondingly. The prices shown on this purchase order are (a) f.o.b. Buyer’s plant, unless otherwise shown on the face of this order, and (b) are complete and include all charges for shipping, packaging, labeling, custom duties, taxes, storage, insurance, boxing and crating. Goods shall be packed to ensure that no damage or deterioration occurs during transit. No additional charges of any type shall be added without Buyer’s express written consent.

13. PAYMENT – Unless otherwise agreed, all payments are due net 60. The due date for payment, including payment in connection with any discount, is counted from the later of (a) the scheduled delivery date, (b) the date of actual delivery of acceptable goods or services or (c) the date an acceptable invoice is received. Payment is deemed to be made on the date of mailing Buyer’s check. Buyer may offset amounts owed to it by Seller, under this order or otherwise, against amounts due to Seller under this order.

14. DELIVERY – Time is of the essence in this contract, and if delivery of goods or rendering of services is not completed by the time promised, Buyer reserves the right, in addition to its other rights and remedies, to terminate this contract without liability, by notice effective when received by Seller. Buyer may reject goods and services delivered in advance of specified delivery date.

15. LIMITATION OF BUYER’S LIABILITY – IN NO EVENT SHALL BUYER BE LIABLE FOR ANTICIPATED PROFITS OR FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. Buyer’s liability for any loss or damage arising out of or in connection with or resulting from this agreement or from the performance or breach thereof shall in no case exceed the price allocable to the goods or services or unit thereof which gives rise to the claim. Buyer shall not be liable for penalties of any description. Any action resulting from any breach on the part of the Buyer as to the goods or services delivered hereunder must be commenced within one year after the cause of action has occurred.

16. AMENDMENTS – No agreement or understanding to modify this contract shall be binding upon the Buyer unless in writing and signed by Buyer’s authorized agent. All specifications, drawings and data submitted to Seller with this order are hereby incorporated herein and made a part hereof.

17. GENERAL – The provisions of this order are for the benefit of the parties to the order and not for the benefit of any other party. Buyer’s failure to exercise any right hereunder or to insist on performance of any term by Seller shall not constitute a waiver of such right or term. Assignment of this contract, or of any interest herein, or of any money due or to become due under the terms hereof, or subcontracting of substantially completed goods or services, without the prior written consent of Buyer, shall be void. The validity, interpretation and performance of this agreement shall be governed and construed in accordance with the laws of the state wherein this order was issued, without reference to the choice of law doctrine of such state.

11/7/22