Vendor Purchase Terms and Conditions

1. ACCEPTANCE: These terms and conditions are the exclusive binding agreement between the parties covering the purchase of the products and services ordered and is accepted by acknowledgment and/or commencement of This Order can be accepted only on these terms and conditions. Additional or different terms proposed by Seller will not be applicable unless accepted in writing by Buyer’s duly authorized purchasing representative or company officer. The Order shall be deemed accepted by Seller on the earlier of: (a) the date that Seller provides Buyer with written acceptance of the Offer and (b) the date that is three (3) business days after Seller’s receipt of the Order. Acceptance of the product or services delivered under this Order shall not constitute acceptance of Seller’s terms and conditions.
2. INSOLVENCY AND CHANGES IN BUSINESS: If Seller shall cease to conduct its operations in the normal course of business (including its inability to meet its obligations and pay its indebtedness as they mature), sells or transfers a substantial part of its assets, or if any proceedings under the bankruptcy or insolvency laws are brought by or against the Seller, or a receiver for Seller for a substantial part of its assets is appointed or applied for, or an assignment is made for the benefit of creditors of Seller, Buyer may terminate this Order without liability except for deliveries previously made. Buyer may also terminate this Order without liability in the event of fires, strikes, epidemics, pandemic, war, acts of God, any acts or demands of the United States government, the nonoccurrence of presupposed conditions, or any other reasons beyond the Buyer’s control.
3. CHANGES: The Buyer reserves the right at any time to change by written notification any of the following:
   1. specifications, drawings, and data incorporated in this contract where the items to be furnished are to be specially manufactured for the Buyer,
   2. quantity of products, goods, or materials purchased,
   3. methods of shipment, labeling, or packing,
   4. place of delivery,
   5. time of delivery, or
   6. any other matters affecting this Order in the reasonable determination of

If such changes cause a material increase or decrease in Seller's costs or time of performance, Seller will notify Buyer promptly upon receipt of such change and mutually negotiate an adjustment of the price reflected in the Order, adequately reflecting such increase or decrease. Any claim by Seller for adjustment under this clause shall be deemed waived unless asserted in writing within seven (7) days from Seller’s receipt of the change. Additionally, Seller will notify Buyer before making any changes or substitutions of materials and quantities specified on the Purchase Order.

4. SEVERABILITY: It is understood and agreed by the parties hereto that if any part, term, or provision of this Agreement is by the Courts held to be illegal or in conflict with the laws of the State of Delaware, the validity of the remaining portions or provisions shall be construed and enforced as if the contract did not contain the particular part, term, or provisions held to be invalid.
5. NONDISCLOSURES: If Buyer discloses or grants Seller access to any research, development, technical, economic, or other business information or know-how of a confidential nature, whether reduced to writing or not and whether marked as confidential or not, Seller agrees, as a condition of receiving such information or know-how that Seller will not use or disclose any such information to any other person at any time, except as may be necessary in the performance of this Order, without Buyer’s written consent. Seller shall use such information only to perform this contract.

6. DELIVERY AND PERFORMANCE:

1. Time is of the essence. Seller shall furnish sufficient labor and management forces, plant, and equipment and shall work such hours (including night shift, overtime, weekend, and holiday work) as may be required to assure timely delivery. Delays in shipment will be reported by Seller to Buyer within one (1) day of Seller’s knowledge of any such delay.
2. Unless otherwise specifically provided on the face of the Purchase Order, the product called for hereunder shall be delivered

F.O.B. destination basis and title and risk of loss will pass to Buyer upon delivery to Buyer's specified destination.

1. Buyer may cancel any deliveries not made as specified, including lot deliveries, and, at Buyer’s option, may return them to Seller freight
2. Goods and products supplied by Seller will be received subject to Buyer's inspection and approval within ten (10) business days after delivery, notwithstanding prior If goods are rejected, Buyer, at its option and at the sole expense and risk of Seller, may return rejected goods to Seller or store them until Seller provides instructions for disposal. Payment for goods without reasonable opportunity to inspect the same shall not constitute acceptance.

7. GRATUITIES: Seller hereby represents that it has not received nor given any gift or gratuities in connection with the Order received from If at any time Buyer determines that Seller is in violation of the foregoing representation, Buyer may terminate this Order upon written notice to Seller and Buyer shall have no further obligation to Seller.
8. INDEMNITY: Seller agrees to indemnify and hold the Buyer harmless from all liabilities, direct or indirect, for defects in materials or products furnished under this Order, or for materials and products furnished under this Order that are in noncompliance with OSHA standards, and from any other claim for damages in which the Buyer may be involved affecting the material or products herein specified. Seller further agrees to defend all suits that may be brought against Buyer involving any such claims brought against Buyer with respect to the materials and/or products furnished by Seller, including use of the products by Buyer. Upon demand, Seller agrees to assume on behalf of the Buyer the defense of any action, at law or in equity, which may be brought against the Buyer upon any such claim and to pay on behalf of the Buyer the amount of any judgment that may be entered against the Buyer in any such action. Seller hereby expressly waives any immunity from suit by Buyer, which may be conferred by the workers' compensation laws, or any other law of any state that would preclude enforcement of the indemnification clause of these Terms by Buyer. Seller further agrees to pay any reasonable attorney's fees incurred by the Buyer in securing compliance with the provisions of this section. Seller agrees that its obligations to indemnify under this section are distinct from, independent of, and not intended to be coextensive with its duty to procure insurance required herein. In addition, if any of the goods or services, or any part thereof, provided pursuant to these Terms constitutes infringement of any trademark or patent right of any party and its use is enjoined, Seller will, at its own expense, either procure for Buyer, its successors, assigns, and customers the right to continue using such goods or services or part thereof or replace them with a substantially equivalent non-infringing good or service, at no cost to Buyer, its successors, assigns, and customers.
9. INSURANCE: Seller agrees upon acceptance of this Order to maintain such insurance as Buyer may require to adequately protect Seller and Buyer from claims for personal injury and property damage arising directly or indirectly from operations under this Seller agrees, upon Buyer’s request, to furnish certificates of such insurance to Buyer before performance is commenced. Seller will cause Buyer to be named an "Additional Insured" under all such policies and provide Buyer with a certificate of insurance, together with policy endorsements evidencing Buyer's status as an additional insured and all coverage required under these terms and stating that the insurance will not be reduced in coverage, non-renewed or cancelled while these terms are in effect without thirty (30) days prior written notice to Buyer.
10. REPRODUCTION OF SELLER MATERIALS: Buyer shall have the right, at no additional charge, to use and/or reproduce Seller’s applicable literature, such as operating and maintenance manuals, technical publications, prints, drawings, training manuals, and other

similar supporting documentation and sales literature. Seller shall advise Buyer of any updated information relative to the foregoing literature and documentation with timely notification in writing.

11. PRICES AND PAYMENT: Prices are firm and not subject to escalation. Payment of invoices shall not constitute acceptance of the product and/or services and shall be subject to adjustment for errors, shortages, defects in the product and/or services, or other failure of Seller to meet the requirements of the Order. Buyer may at any time set off any amount owed by Buyer to Seller against any amount owed b Seller or any of its affiliated companies to Buyer. If an Order does not specify a price, Seller will fill the Order at prices equal to or less than those last quoted and charged to Buyer for the same goods/services. Charges for any boxing, crating, or packaging will not be paid by Buyer unless otherwise expressly stated in an Order. Goods are purchased on a delivered basis and all freight charges are to be paid by Seller, unless otherwise specified in an Order. Notwithstanding anything to contrary, in no event shall the price for goods or services purchased by Buyer from Seller exceed the Seller’s charge for identical services or goods sold to any other entities or individuals.
12. WAIVER: Buyer’s failure to insist on Seller’s strict performance of the terms and conditions of this Order at any time shall not be construed as a waiver by Buyer for performance in the future.

13. WARRANTIES:

1. Seller expressly warrants that all goods delivered pursuant to this Order will conform to any sample and any specifications, drawings, or other description furnished or adopted by Buyer. All materials furnished must be of the best quality and will be fit and sufficient for their intended purpose, of merchantable quality, of good material and workmanship, and free from defect.
2. Seller and the goods furnished to Buyer comply with and, if applicable, are manufactured and labeled, in strict compliance with all applicable federal, state, and local laws, rules and regulations. Without limiting the generality of the foregoing, Seller warrants to Buyer that by acceptance of this Order, all materials and products furnished under this Order shall be in compliance (and certified to be in compliance) with the requirements and standards to the Occupational Safety And Health Act of 1970 (Public Law 91-596). In addition, where required, hazardous material data sheets shall be supplied on the applicable products.
3. The goods do not infringe on any trademark, patent, or any other intellectual property right (registered or unregistered) of any

14. TERMINATION: This order may be terminated by Buyer:
    1. promptly upon written notice to Seller for the convenience of Buyer, in whole or in part, at any time on five (5) days written notice to Seller. Upon receipt of such termination, Seller shall promptly comply with the directions contained in such notice and shall, as required:
       1. take action necessary to terminate the work as provided in the notice, minimizing costs and liabilities for terminated work,
       2. protect, preserve, and deliver in accordance with Buyer’s instructions any property related to the Order in Seller’s possession, and

• continue the performance of any part of the work not terminated by Buyer;

1. at any time if Seller is in default under this Order;
2. at any time upon the insolvency of Seller or in the event of the institution of any proceeding by or against Seller in bankruptcy or insolvency or under any provisions of the Bankruptcy Act or for the appointment of a receiver or trustee or any assignment for the benefit of creditors of Seller; or
3. upon any sale, transfer, or other disposition in the aggregate of more than 10 percent of the stock or other evidence of ownership of

Buyer may require a financial statement from Seller at any time during the term of this Order for determining Seller’s financial responsibility. If an Order is canceled by Buyer, Seller will be compensated to the extent that items have been accepted by Buyer prior to the effective date of cancellation. In no event will the amount of compensation exceed the original Order price. Other than to this extent, Buyer will not be liable to Seller for any damages on account of its failure to accept all of goods provided pursuant to an Order. Notwithstanding the foregoing, in the event any Order is canceled as a result of Seller's default, the Seller will be liable for all damages allowed in law or equity, including the excess cost of procuring similar items.

15. ATTORNEYS FEES: In the event of litigation relating to these Terms, the prevailing party will be entitled to receive from the other party its reasonable attorneys’ fees and costs.

16. LOST PROFITS: In no event shall Buyer be responsible for any consequential damages including, but not limited to, Seller’s loss of actual or anticipated profits arising out of, or resulting from, an Order or from the performance, suspension, termination or breach thereof.

17. GOVERNING LAW: These terms will be governed by the laws of the State of Delaware, without giving effect to its choice of laws rules and Seller agrees to subject itself to the courts of Delaware and such venue will be exclusive regarding disputes arising out of these Terms.