Terms and Conditions of Purchase

Acceptance: Buyer shall not be bound by this purchase order until Seller executes and returns the acknowledgment copy thereof. Execution and return of such acknowledgment copy or commencement of production or delivery of goods pursuant hereto shall constitute acceptance hereof by Seller upon all terms and conditions herein contained. All specifications, drawings, instructions and data furnished by Buyer to Seller in connection with this order shall be referenced on the face of this order and are hereby incorporated herein and make a part thereof. No contract shall exist except as provided above. No agreement or understanding to modify this order shall be binding on Buyer unless in writing and signed by Buyer's authorized purchasing agent.
Changes: Buyer shall have the right from time to time by written notice to Seller to make changes in specifications, design, delivery schedules, testing, packing or destination. If any such change causes an increase or decrease in the cost of, or the time required for performance, an equitable adjustment shall be made in the contract price or delivery schedule, or both. Any claim by Seller for adjustment under this clause shall be deemed waived unless made in writing within 10 days from receipt by Seller of notice of change. Price increases or extensions of time for delivery shall not be binding on Buyer unless evidenced in writing by a change order issued and signed by Buyer's authorized purchasing agent.
Deliveries: Buyer's production and marketing schedules are established in reliance upon the dates specified on the face hereof for delivery of the items covered by this order. Time is therefore the essence of this purchase order. If any such item is not delivered by the date specified on the face hereof, Buyer reserves the right, without liability, to i) cancel this order, by notice effective when received by Seller, as to any item not yet shipped or services not yet rendered to purchase substitute items or services elsewhere, and to charge Seller with any loss incurred, or ii) to accept delayed delivery and to charge Seller with any loss incurred. Any provisions hereof for delivery by installments shall not be construed as making the obligations of Seller severable. Seller shall promptly notify Buyer in writing of any delays (however caused) and of any actual or potential labor dispute which delays, or threatens to delay, the timely performance of this order. If Seller is unable to complete performance at the time specified for delivery hereunder, by reason of strikes, labor difficulties, riot, war, fire, or any causes beyond Seller's reasonable control, Buyer, at its option, may elect to take delivery of items hereunder in their uncompleted state and to pay such proportion of the contract price as the work then completed bears to the total work hereunder, and to cancel this order without liability, as to the balance of the items covered hereunder.
Risk of Loss: Seller shall bear all risk of loss on items covered by this order until final acceptance of destination specified on the face of this order, except loss occasioned by negligence of Buyer or its customer. The term "F.O.B." in this order refers to transportation charges only and it does not vary the foregoing provisions of this article.
Price: Buyer shall not be billed at prices higher than stated on this purchase order unless authorized by a change order issued and signed by Buyer. Seller represents that the price charged for the items or services covered by this order is the lowest price charged by Seller to buyers of a class similar to Buyer under conditions similar to Buyer under conditions similar to those specified in this order and that prices comply with applicable government regulations in effect at time of quotation, sale or delivery. Seller agrees that any price reduction made with respect to merchandise covered by this order subsequent to the placement of this order will be applicable to this order unless authorized by a change order issued and signed by the Buyer's procurement representative.
Warranties: In addition to any other express or implied warranties. Seller warrants that items furnished pursuant to this order will be (i) free from defects in workmanship and material, (ii) free from defects in design except to the extent that such items comply with detailed designs provided by Buyer, (iii) suitable for the purposes, if any, which are stated on the face of this order, and (iv) in conformity with all other requirements of this order.
In addition to any other rights Buyer may have, if items delivered pursuant to this order are found, within one year after acceptance not to be as warranted, Buyer may return such items to Seller, at Seller's expense, for correction, replacement or credit, as a Buyer may direct. Any items corrected or furnished in replacement shall also be subject to all the provisions of these Terms and Conditions of Purchase to the same extent as items initially furnished.
The Buyer may require Seller to replace or rework nonconforming material within a reasonable time after notification by Buyer. Cost of rework, inspection, repackaging shall be at Seller's expense.
Returns: For one year from the date of Seller's invoice, Buyer shall have the right to return any product which is unopened in original factory packaging for full refund of the purchase price.
Inspection: All items covered by this order may be inspected and tested by Buyer, its customers, higher tier contractors and the U.S. government, at all reasonable times and places. Seller shall provide, without additional charge, all reasonable facilities and assistance for such inspections and tests.
If any items covered by this order are defective or otherwise not in conformity with the requirements of this order. Buyer may, by written notice to Seller, (i) rescind this order as to such items, (ii) accept such items at an equitable reduction in price, or (iii) reject such items and require the delivery of replacements. Deliveries of replacements shall be accompanied by a written notice specifying that such items are replacements. If Seller fails to deliver required replacements promptly. Buyer may (i) replace or correct such items and charge Seller the cost occasioned Buyer thereby, or (ii) terminate this order for default and hold Seller liable to Buyer for any excess costs occasioned Buyer thereby.
No inspection (including source inspection), tests, approval (including design approval), or acceptance of items ordered shall relieve Seller from responsibility for defects or other failures to meet the requirements of this order. Rights granted to Buyer in this article entitled inspection are in addition to any other rights or remedies provided elsewhere in this order or in law.
Buyer's Property: All tools, special dies, molds, patterns, jigs and any other property furnished to Seller by Buyer or specifically paid for by Buyer, for use in the performance of this purchase order, shall be and remain the property of Buyer, shall be subject to removal at any time, upon Buyer's demand, shall be used only in filling orders from Buyer or its nominee, and shall be clearly identified as the property of Buyer. Seller assumes all liability for loss or damage of such property.
Seller assumes, without limitation, claims arising under workmen's compensation or occupational disease laws and from all claims for injury to persons or property arising out of or related to such items unless the same are caused solely and directly by Buyer's negligence.
Proprietary Rights Indemnification: In the event any action or claim is brought or asserted against Buyer, its agents, vendees and all those using its products, based on an allegation that the use of a product or the form or content of documentation provided by Seller (i) infringes a trademark, trade name, service mark, patent, copyright, or similar proprietary or intellectual property right, (ii) violates any rights of any third party, or (iii) constitutes misuse or misappropriation of a trade secret (hereinafter referred to collectively or individually, as appropriate, as an "Infringement"), Seller will defend such action at its expense and will pay all costs and expenses incurred by Buyer, its agents, vendees and all those using its product, in connection with such action or claim and all costs and damages awarded in any such action or the cost of settling such action or claim. Buyer shall have the right to participate in such defense and negotiations to the extent that Buyer might be otherwise adversely affected thereby. In the event of an occurrence of an Infringement or in the event an injunction shall be obtained against use of Seller's product by reason of an Infringement, or in Buyer's opinion is likely to become the subject of a claim of Infringement, Seller shall, at its option and expense, either i) procure for Buyer the right to continue to use the affected product as contemplated hereunder, ii) replace or modify the affected product to make its use hereunder non-infringing but functionally equivalent, or iii) refund all monies paid by Buyer with respect to the affected product. Seller shall be liable to Buyer for all costs and damages incurred by Buyer as a result of such Infringement.
Taxes: Except as may be otherwise provided in this purchase order, the contract price includes all applicable federal, state and local taxes in effect on the date of this purchase order. In case of new taxes or increased rates or the repeal of taxes or the reduction of rates, the contract price shall be adjusted accordingly.
Compliance With Laws: Seller agrees to comply with the Fair Labor Standards Act and the Occupational Safety and Health Act, and all other applicable federal, state, county and local laws, ordinances, regulations and codes (including the procurement of required permits and certificates and Seller's compliance with the Small and Minority Business Investment Act known as Public Law 95-507) in Seller's performance hereunder. Whether or not Buyer provides a specification, if materials, services or containers Seller furnished are required to be constructed, packaged, labeled or registered in a prescribed manner, Seller shall comply with the applicable federal, state, county, and local laws, ordinances, regulations and codes. Seller further agrees to indemnify and hold Buyer and Buyer's customers harmless from any loss or damage that may be sustained by reason of Seller's failure to do so.
Assignment: Seller shall not assign this order or any rights under this order or any monies due or to become due hereunder without the prior written consent of Buyer, and no purported assignment by Seller shall be binding on Buyer without such consent.
Bankruptcy : In the event of any proceedings, voluntary or involuntary, in bankruptcy or insolvency; by or against Seller, including any proceeding under the Bankruptcy Act, or in the event of the appointment, with or without Seller's consent, of any assignee for the benefit of creditors or of a receiver, Buyer shall be entitled to cancel, without liability, any unfilled part of this purchase order.
Title to Specifications: Buyer shall at all times have title to, and the right to possession of, all specifications, drawings and instructions furnished by Buyer to Seller and intended for use in connection with this purchase order and Seller shall not disclose such specifications, drawings or instructions to any person, firm or corporation other than the Seller's employees or subcontractors, if any, engaged in the work hereunder. Seller shall, upon Buyer's request, or upon completion of this purchase order, promptly return all specifications, drawings and instructions to Buyer.
Mandatory Clauses Required Under Government Contracts or Subcontracts: If a government contract number is shown on the reverse side hereof, clauses contained in this ASPR and which the government makes mandatory for a contractor under a government contract to include in its subcontracts thereunder will apply to this order.
Governing Law: This Agreement shall be made in and performed in the State of Ohio and shall be governed by and interpreted in accordance with the laws of the State of Ohio including its provisions of the Uniform Commercial Code, but specifically excluding the provisions of the 1980 UN Convention on Contracts for the International Sales of Goods. Customer agrees that all actions or proceedings arising directly or indirectly from this Agreement shall be litigated exclusively in courts having situs within the State of Ohio and Cuyahoga County. Customer hereby consents to the jurisdiction of any local, state or federal court located within the State of Ohio and Cuyahoga County and waives the personal service of any and all process upon Customer herein and consents that all such service or process may be made by certified mail to the Customer.
Ohio Sales and Use Tax Provisions: This purchase is exempt from Ohio sales and use tax if so represented on the face of this purchase order, in which case the exemption certificate number noted on the face of this purchase order shall apply.
Gratuities: Seller hereby represents that he has not received nor given any gifts or gratuities in connection with the order received from Buyer. If at any time Buyer determines that Seller is in violation to the foregoing representation Buyer may terminate this order upon written notice to Seller and Buyer shall have no further obligation to Seller.
Packing, Shipping and Handling: No charge shall be made by Seller for packaging, transportation, storage or handling. All items shall be packaged, marked and otherwise prepared in accordance with good commercial practices to obtain the lowest transportation rates. Seller shall mark on containers handling and loading instructions, shipping information, order, item and account number, shipment date and names and addresses of Seller and Buyer. An itemized packing list must accompany each shipment.
Invoicing: After each shipment made under this order, Seller shall send a separate invoice, including item numbers, in duplicate, accompanied by a bill of lading or express receipt. Payment of invoice shall not constitute acceptance of items ordered and shall be subject to appropriate adjustment for failure of Seller or any of its affiliated companies to Buyer against any amount owed by Buyer under this order. Buyer does not agree to, and shall not pay, interest or other charges unless specifically accepted by prior written consent of Buyer.
Proprietary or Confidential Information: All written information obtained by Seller from Buyer in connection with this order and which is identified as proprietary or confidential is received in confidence and shall remain the property of Buyer, and shall be used by Seller only to the extent necessary for the performance of this order, and disclosed by Seller only with the express written consent of Buyer.
Subcontract: Seller shall not subcontract for complete or substantially complete parts of work called for by this order without Buyer's prior written consent.
Notice of Labor Disputes: Whenever an actual or potential labor dispute is delaying or threatens to delay the timely performance of this order. Seller shall immediately notify Buyer in writing of all relevant information with respect to such dispute.
Cessation of Production: If production of items covered by this order is to be permanently discontinued at any time within one year after final delivery under this order, Seller shall give Buyer at least 180 days prior written notice of such discontinuance during which time Seller shall accept orders from Buyer for a reasonable quantity of such items.
Publicity: Seller shall not make or authorize any news release, advertisement, or other disclosure which shall deny or confirm the existence of this order without the prior written consent of the Buyer, except as may be required to perform this order.
Waiver: The failure of Buyer to insist upon the performance of any provisions of this order, to exercise any right or privilege granted to Buyer under this order shall not be construed as waiving any such provision, and the same shall continue in force.
Complete Agreement: This order, which includes Seller's EEO agreement (not applicable unless this order exceeds $10,000) and any supplemental sheets and riders annexed by Buyer, contains the complete and entire agreement between the parties and supersedes any previous communications, representations or agreements, whether oral or written with respect to the subject matter on this order.
Nondiscrimination in Employment: By acceptance of his order, the Seller agrees to comply with all applicable federal laws including the Civil Rights Act of 1964 and Executive Order 112461, 11375, and amendments thereto.

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