1. Acceptance

1. Acceptance of this purchase order, including all of the terms and conditions hereof, shall occur upon the happening of any of the following events:
    (1) receipt by buyer or notification from seller that seller has commenced performance hereunder or that seller will deliver goods substantially in accordance with the terms and conditions of this purchase order.
2. Acceptance of this purchase order is expressly limited to the terms and conditions hereof, and any terms proposed by the seller, either in seller’s quotation or acceptance with the terms of this purchase order.
3. When accepted, these terms will be the only terms of the contract and will contain the entire understandings of the parties and are intended as a final and complete expression of their agreement and shall not be modified except in writing.

2. Time of Completion

1. Time is of the essence. Buyer may refuse to accept all or any part of the goods which are not received by the time specified, or if no declaration or delivery is made, within a reasonable time.

3. Warranties

1. Seller warrants that the goods conform in all respects with the description and specifications set forth herein and in any catalog, manual, or brochure of seller, are merchantable and are fit for the purpose for which such goods are intended and that seller has good title to the goods. Seller warrants that the goods conform in all respects to any models, samples, drawings, or other writings presented to buyer in connection with such goods.
2. Seller warrants the goods to be free from any defect in workmanship or material.
3. Seller warrants that the goods comply with the occupational safety and health act of 1970 and the regulations issued pursuant thereto.
4. These warranties shall not in any way limit the warranties which buyer may have by operation of law.
5. Seller warrants and represents that it has and will in the future comply with all applicable federal, state, and local laws, rules, regulations including the fair labor standards act of 1930, as amended, and the Walsh-Healy Act, and unless this purchase order #11246 September 24, 1964, seller will comply with the non-discrimination/equal opportunity clause set forth in section 202 of executive order #11246.

4. Authority of Seller’s Agents and Employees

1. Seller shall be bound by any representation or undertaking made by any of its agents or employees with respect to the specifications, quality, packaging, price, or conditions of delivery of goods, and by accepting this made by any of its agents or employees.

5. Packaging

1. Seller shall package the goods in a manner reasonably designed fully to protect the goods from loss or injury and to permit the goods to be shipped in he most economical method of rail or motor transportation. Such packaging shall comply fully with any packaging conditions specified herein.
2. No charges allowed for cartage or packaging.

6. Inspection

1. Notwithstanding that full or partial payment for the goods has been made prior to delivery, that the goods have been inspected at seller’s plant or that the quality or condition of the goods has been otherwise certified to buyer. Buyer may inspect the goods prior to acceptance, may reject its acceptance of any goods which do not comply with the specifications set forth or with any models, diagrams, samples, or more detailed specifications heretofore furnished to buyer, and may return any such non-conforming goods.
2. Such inspection may include any measurement, testing, or examination of the goods which leaves possible the return of the goods to seller in substantially the condition in which they were delivered to buyer (other than packaging).
3. Buyer’s inspection, discovery of any breach of warranty, failure to make an inspection or failure to discover any breach of warranty shall not waive any of buyer’s rights or remedies with respect to any breach of warranty by seller whatsoever.

7. Unavoidable Delays

1. Seller shall not be liable for delays in the production or delivery of goods where such delays are seller’s control if seller as soon as it becomes aware of such delays informs buyer in writing of the existence of such delays and the cause thereof. When buyer is informed of such delays, it shall have the option to rescind this order in its entirety or in part only, or to accept performance as such later date as seller may have specified in the notice. If buyer rescinds this order as to only a part of the performance duo hereafter, the contract price shall be adjusted to compensate seller for its partial performance on a basis which is consistent with the basis used in determining the original contract price. If delayed in delivery, it may direct seller to ship the goods by a more expeditious method of shipment that provided herein, and, in such event seller shall bear all additional attributable to such method of shipment.

8. Notice of Cancellation

1. Buyer reserves the right to cancel this contract upon 30 days written notice to the seller prior to the effective date of such cancellation. Cancellation charges, if any, shall be negotiated at time of cancellation and in no event shall such charges be for any work done, expenses incurred or material purchased after the date of the notice of cancellation.

9. Non-Waiver of Certain Breaches of Performance

1. Except as may be otherwise agreed in writing by the parties, (1) seller may not render any performance different from that required by the terms hereof, even where such performance id incidental to the principal purposes of, or performance under this contract, and (2) where seller believes non-conforming goods prior to the time when delivery is required hereunder, such non-conforming goods shall constitute a material breach of this contract which seller shall not be permitted to remedy through a subsequent delivery of conforming goods unless buyer consents to such subsequent delivery.

10. Changes

1. Buyer has the right by written order to seller to make changes as to the goods. If such changes cause an increase in the purchase price, it shall be equitably adjusted by the parties in writing.
2. In the event of dispute following buyer’s order of a change pursuant to this paragraph, buyer shall be permitted at its own expense to examine the books and records of seller solely for the purpose of determining with seller the amount required for an equitable adjustment.

11. Breach by Seller

1. Each of the following events, by way of example and not by way of limitation, shall constitute a breach of contract, (1) breach of any warranty, (2) non-delivery, (3) late delivery (4) any definite expression, oral or written, by seller that seller is unwilling or unable to perform according to these terms, except such unwillingness or inability is otherwise excused by the terms hereof, (5) any other act or omission of seller contrary to the terms hereof.

12. Buyer’s Remedies for Breach

1. In addition to, and not in limitation of, any remedies which buyer may have under the terms hereof or by operation of lay, buyer may, at its option, excuse any breach hereof or may: (1) return non-conforming or late delivered goods to seller at seller’s expense, (2) charge seller for the amount (including shipping and incidental charges, if such charges are not included in purchase price, in excess of the contact price, required to obtain goods in substitution for goods not delivered pursuant to this contract, goods rejected because of warranty. (3) rework the good or repair so as to make the goods confirm to the warranties and charge seller for the expense thereof, (4) us the goods for 1 purpose other than the purpose originally intended and charge the seller for the amount by which the purchase price exceed the price of goods normally required for such alternative purposes. (5) charge seller for the full amount of any monetary loss of buyer caused as a result of such breach, (6) have seller repair or replace defective goods, (7) if defective goods are repaired or replaced by buyer or seller, charge seller for all costs and expenses of repairing or returning non defective work or goods distributed as a consequence of repairing or replacing defective goods.
2. Buyer shall be entitled to exercise all of the remedies specified above or each of such remedies in part, provided buyer shall not be permitted to recover more than once for any part or a performance called for by these terms. Even if it otherwise excuses a breach of this contract, buyer shall be entitled to recover the damages specified in subparagraph (a.) (5.).
3. Without in any way limiting the remedies which buyer may have for later delivery buyer, upon written notice to seller, may purchase goods in substitution for any goods not delivered within the time required hereby and may recover from seller the amount by which the cost of replacement goods exceeds the purchase price.

13. Assignment

1. Without the written consent of buyer, seller shall not (1) assign, transfer, or convey the right to receive any money to become due hereunder, or (2) contract for any third party to assume or perform any of seller’s duties hereunder.

14. Insolvency of Seller

1. If seller makes an assignment for the benefit of creditors or admits in writing its inability to pay its debt as they become due, or files a voluntary petition in bankruptcy, or is adjudicated a bankrupt or insolvent, or takes any other action which constitutes an admission that it is bankrupt or insolvent, or is any trustee or receiver of seller’s assets or business is appointed, or that a receiver or trustee of seller’s property be appointed has not been dismissed within 60 days after the date on which such action was commenced, then this contract shall be cancelled as to any part thereof upon which performance has not been completed, unless buyer with (10) days after learning of the occurrence of one of the above events, notifies seller in writing that buyer elects to have this contract continue to the completion hereof.

15. Indemnity

1. Seller will defend, indemnify and hold harmless the buyer, its successors, assigns, customers and those selling and using its products from and against all costs (including reasonable attorney’s fees), damages and liabilities resulting from actual or alleged infringement of or interference with any letters patent, trademark, copyright, trade secret, proprietary right, license or other right, unless such claim for infringement or interference is based solely upon design or specifications furnished to seller by buyer.
2. Seller will in the event of complaints, claims, or legal actions alleging damage or injury resulting from the purchase, sale, or use of the goods described herein, indemnify, defend and hold harmless from any and all limitations and costs, including reasonable attorney’s fees, and will assume full responsibility and expense of investigation, litigation, and settlement of any such complaints, claims, or legal actions.

16. Patents

1. Seller will disclose and assign to buyer, and assist buyer in obtaining patents for, any invention, improvement or discovery conceived or reduced to practice arising from designs, tools, patents, drawings or other information applied by buyer and developed for buyer pursuant to this contract.

17. Use of Buyer’s Data

1. Seller shall not disclose any data, designs, or other information belonging to or supplied by or on behalf of buyer, except as it may otherwise be required to do by law.

18. Non-disclosure of Information

1. Seller shall not without first obtaining the written content of buyer in any manner, advertise or publish the fact that seller has furnished or has contracted to furnish to buyer the articles herein mentioned.

19. Price

1. The price includes, and seller assumes and agrees to pay the Federal, State, and local taxes.
2. This order is not to be filled at a price in excess of amount shown, on face hereof, without obtaining buyer’s consent.
3. If the amount to be paid for the materials, equipment, supplies, or services to be furnished under this order is on any basis other than a fixed price basis, or involves a fixed price that may be adjusted by an escalator clause, seller shall keep adequate records and books of account showing the actual cost o all items of labor, material, equipment, supplies, services, and other expenditures of whatever nature is connection with the performance of this order. The method of accounting employed by the seller must conform to good accounting practices. Buyer reserves the right to audit in such instances prior to payment.
4. The payment date of invoices subject to a cash discount will be based on the date of the invoice or the date of receipt of the material, whichever is later.
5. Statement of account must be sent to buyer’s accounting department monthly for verification prior to payment and such statement should list all items unpaid.

20. Tools, Molds, Dies, Patterns

1. If prices are shown or charged for tools, dies, patterns, or molds, they will become the buyers property when such charges are paid and seller shall so treat and care for them, and seller shall not use such for any purposes other than satisfying buyer’s orders, and shall store and protect them at no charge to buyer, and shall not dispose of them without buyer’s written permission.

21. Miscellaneous

1. Buyer’s count will be accepted as final and conclusive on all shipments not accompanied by a packing ticket.
2. Buyer shall not be responsible for any clams whether from infringement or otherwise, made against seller in connection with the production of goods pursuant to this contract.
3. When drawing numbers are specified, change notice, date and number on seller’s drawings must agree with this order.
4. Vendor agrees to comply with executive order 11246 non-discrimination in employment.