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Sales Terms and Conditions

SALES TERMS AND CONDITIONS

Except as otherwise agreed in a written agreement signed by both parties, the products subject to this order of acknowledgement (“Products”) will only be sold on the terms and conditions stated below, and the submission of an order will be deemed to constitute Buyer’s acceptance thereof.

1. SPECIFICATIONS: The specifications applicable to the Products shall be the Seller’s standard specifications or, in the case of items other than Seller's standard Products, such specific actions as agreed to in writing by Seller and Buyer.

2. CHANGES: Seller reserves the right to make process and design changes in the Products which do not adversely affect form, fit or function without prior approval of or notification to Buyer. Buyer may request changes in process or design of the Products only if Buyer agrees to accept such changes in delivery or price which are in Seller’s judgment, reasonably necessitated thereby. Should Buyer request changes which are, in Seller’s judgment beyond the ability of Seller to produce or deliver within the schedule or for the price proposed by Buyer. Seller shall have the right to reject or cancel Buyer’s order and, if production on the order has commenced or expenses have been incurred or commitments made as a consequence thereof, Buyer shall pay reasonable cancellation charges based on Seller’s costs and commitments.

3. SHIPMENTS: The method of packing and shipment of the Products sold hereunder shall be at the discretion of the seller.

4. DELIVERY: The delivery schedule appearing on the face side hereof is approximate only. Seller will make reasonable efforts to deliver in accordance therewith, but shall have no liability for failure to do so. Pro rata payments will be due from buyer as deliveries are made by Seller. If delivery is delayed as a result of any action or inaction of Buyer, Seller may invoice Buyer for the Products as of the scheduled delivery date and may charge buyer for warehousing and other expenses incurred because of the delay.

5. QUANTITY VARIATION: Any variation in quantities of the Product(s) shipped over or under the quantities ordered (not to exceed 5% for Standard Products and 10% for Custom Products) shall constitute compliance with Buyer’s order and the unit price will continue to apply.

6. EXECUSABLE DELAY: Seller shall not be liable for delays or defaults in delivery due to acts of God or public enemies, war or military activity, riots, insurrection or sabotage, fires, floods, explosions, or other catastrophes, unusually severe weather, accidents, epidemics or quarantine restrictions, acts of local, state or national governments or public agencies, labor disputes or shortages, energy or material shortages, utility or communication failures or delays, delays of a supplier of Seller, or causes beyond the reasonable control and without the fault or negligence of Seller. In the event of any such delay, the date for delivery shall be deferred for a period equal to the time lost by reason of the delay.

7. TITLE: Seller’s obligation with respect to delivery ceases upon it tendering possession of the Products to the first common carrier at Seller’s facility. Thereafter, all risk of damage, loss or delay in transportation shall be borne by Buyer.

8. PRICES: The prices stated on the face hereof apply to Products scheduled for shipment no more than twelve (12) months from the date of receipt of Buyer’s order by Seller. Seller reserves the right to increase its prices for later shipments upon ninety (90) days notice. Buyer shall have thirty (30) days from the date of such notice to cancel its order, without charge, with respect to any Products not scheduled for shipment prior to the effective date of the price increase. All costs of shipping the Products to buyer, including without limitation, freight insurance (for either Buyer’s or Seller’s benefit) and special packing or handling, shall be in addition to the stated prices and shall be paid by Buyer. Payment of all sums invoiced to Buyer shall be in U.S. currency. Seller shall be entitled to interest on all unpaid sums from the due date at the rate of 1 ½% per month or the maximum rate permitted by law, whichever is lower.

9. TAXES: In addition to the stated prices, Buyer shall pay Seller the amount of any excise, sales, use or other taxes incident to the sale of Products hereunder for which Seller may be liable or which Seller is required by law to collect unless Buyer provides Seller with a proper tax exemption certificate.

10. WARRANTY: Seller warrants that the Products sold to Buyer hereunder will be free from defects in material and workmanship furnished by Seller and will conform, within normal commercial tolerances, to applicable specifications. This warranty shall apply only when Buyer has given Seller written notice of such defect on nonconformity within ninety (90) days after delivery of the Products by Seller AND THE WARRANTY DOES NOT EXTEND TO ANY PRODUCT WHICH HAS BEEN SUBJECTED TO ABUSE, MISUSE, NEGLECT OR ACCIDENT, NOR TO ANY PRODUCT WHICH HAS BEEN REPAIRED OR ALTERED BY OTHER THAN SELLER. THE FOREGOING WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, AS TO MERCHANT ABILITY, FITNESS FOR A PARTICULAR PURPOSE, DESCRIPTION, QUALITY, PRODUCTIVENESS, OR OTHERWISE.

11. RETURNS: Written authorization must be obtained from Seller prior to the return of any Products for any reason including return for repair, replacement or credit, issuance of credit for any returned Products shall be made at Seller’ s option upon Buyer’s request. Seller shall have the right prior to return to inspect at Buyer’s plant any products claimed to be defective or nonconforming. Risk of loss or damage to any products returned to Seller for adjustment shall remain with Buyer until they are received by Seller. Shipping charges for returned Products will be paid by Seller only for Products repaired or replaced pursuant to warranty. Otherwise such charges will be Buyer’s responsibility.

12. EXPERIMENTAL PRODUCTS: If Seller delivers Products identified as “ prototypes”, “samples”, "for engineering approval”, “on consignment”, “for evaluation” or terms of similar import. Buyer agrees that such Products are confidential and experimental in nature, that buyer will limit their availability only to those of its employees as are necessary to carry out the testing and evaluation contemplated by the parties and to no others, and that all information concerning such Products received or generated by Buyer shall become and remain the proprietary property of Seller and shall not be disclosed to any third party. Buyer’s receipt, use and evaluation of such Products are subject to all the terms of Paragraph 21 hereof (“Limitation of Liability”). It is anticipated that charges may be made in the manufacture of such Products based on such tests and, therefore, Buyer shall communicate to Seller the data accumulated during its testing and evaluation ofthe Products.

13. CONFIDENTIAL INFORMATION: Seller and Buyer shall each receive and maintain in confidence all proprietary information, trade secrets or other know-how belonging to the other (including but not limited to knowledge of manufacturing or technical processes, financial and systems data and customer lists), (the “Confidential Information”) provided that any such Confidential Information is not previously known to the recipient, is not generally available in the industry in which the disclosing party is engaged or enters into the public domain without the act of the party obligated to maintain such confidentiality hereunder. Either party may disclose Confidential Information to the extent that such disclosure is required by any law or governmental regulation, subpoena or the decree of a court having competent jurisdiction, provided that the party required to disclose shall notify the other in writing as soon as practical in order to afford such party the best opportunity to defend against disclosure and shall only disclose such information as its legal advisers shall state is necessary. In the event of a breach by Buyer of any provision hereof regarding the disclosure of Confidential Information, Seller shall be entitled to immediate and permanent injunctive relief, it being agreed that the damages that Seller would sustain upon such violation are difficult or impossible to ascertain in advance. Nothing herein contained shall be construed as prohibiting Seller from pursuing any other remedies available to it for any such breach or threatened breach, including the recovery of monetary damages. The posting of a bond shall not be required as a pre-condition to such injunctive relief.

14. TOOLING: Unless otherwise agreed, any special tooling and other equipment necessary to manufacture the Products shall remain the property of Seller. Seller may charge Buyer for the cost of maintenance and rework of any tools and equipment owned and provided by Buyer.

15. INFRINGEMENT: Buyer shall indemnify, defend and hold harmless Seller, its officers, agents and employees against any expense, loss, attorney’s fees, costs, damage or liability arising out of all claims or actions for infringement of patents or copyrights, misappropriation of trade secrets or wrongful use of designs, trademarks or trade names based on Product designs or specifications supplied by Buyer.

16. PROPRIETARY RIGHTS: Sale of the Products to Buyer does not convey a license, implied or otherwise, under any patient in which Seller has an interest, nor does it convey rights to any descriptive data, including, but not limited to, seller’s manufacturing drawings, secrets, processes or tooling.

17. FINANCIAL RESPONSIBILITY: If buyer fails to fulfill the terms of payment for any shipment of Products, or if Seller shall have a reasonable doubt at any time as to Buyer’s ability to pay for Products ordered, Seller may, at its option, (I) change the terms of payment or (II) defer further production and shipments until satisfactory performance has been made by Buyer and Seller is satisfied as to Buyer’s financial ability, such change or deferment shall not prejudice any claim for damages Seller may otherwise have against Buyer.

18. CANCELLATION: (a) Seller may, at its option, cancel Buyer’s order if (I) Buyer’s payments are in default or Buyer breaches any material provision hereof, (II) any cause specified in Paragraph 6 of hereof (“Excusable Delay”) makes it commercially impracticable in Seller’s judgment to deliver the Products within a reasonable time, or (III) Buyer becomes insolvent or the subject of a preceding under any bankruptcy law. Such cancellation shall not prejudice Seller’s rights to any amounts then due or affect any other rights. Seller may have applicable provisions of controlling law. (b) Buyer may cancel the remaining unfilled portion of its order only upon Seller’s express written consent and Buyer’s payment to Seller of reasonable cancellation charges which may include the profit to be made on the cancelled portion of the order and shall take into account the Products already produced or in process, the expenses already incurred and the commitments already made as a consequence of the order. Any cancellation of a purchase order for custom Products manufactured solely for Buyer shall be subject to a cancellation charge equal to the cost incurred by Seller for all materials, work-in-progress and finished goods, or 10% of the total purchase order value, whichever is greater. In no event will the cancellation charges exceed the purchase price of the cancelled Products.

19. CLAIMS: Claims for shortages, incorrect materials or invoicing errors must be made by Buyer within twenty (20) days after receipt of shipment. Claims for non-receipt of shipment must be made within twenty (20) days after receipt of invoice. If seller has agreed to pay for any transportation charges, claims for such charges must be made within ninety (90) days after shipping date.

20. PRODUCT LIABILITY: Buyer shall indemnify and hold harmless Seller, its officers, agents and employees against all expense, loss, attorney’s fees, costs, damage or liability arising from any claim or action for Product defect where alleged defect relates to design, labeling or manufacture specifications supplied by Buyer. At the request of Seller, Buyer shall defend at its own expense all such claims or actions, provided that Seller shall be entitled, at its election, to participate in such defense.

21. LIMITATION OF LIABILITY: Seller’s liability for defective or nonconforming Products, whether based on breach of warranty, negligent manufacture or product liability, is exclusively limited to repair or replacement, at Seller’s election, of such Products. Seller assumes no risk and shall be subject to no liability for any damages or loss resulting from the specific use or application made of the Products. Seller’s liability for any other claim, whether based on breach of contract, negligence or product liability, relating to the Products shall not exceed the price paid by Buyer for such products. IN NO EVENT WILL SELLER BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING LOSS OF USE, LOSS OF PROFIT AND CLAIMS OF THIRD PARTIES) HOWEVER CAUSED, BY THE NEGLIGENCE OF SELLER OR OTHERWISE.

22. COMPLIANCE WITH LAW: Seller warrants and certifies that it complies with all applicable statutes, rules, regulation’s and orders of the Unites States, including those pertaining to labor, wages, hours and other conditions of hiring and employment. Seller complies with the following regulations: 41 CFR 60-1.4 (Equal Opportunity): 41 CFR 60-250.4 (Veterans): 41 CFR 60-741.4 (Individuals with Disabilities). Buyer will not make any disposition, by way of trans-shipment, re-export, diversion or otherwise, except as such laws and regulations may expressly permit, of U.S. origin goods purchased from Seller, other than in and to the ultimate country of destination specified on Buyer’s purchase order and/or declared as the country of ultimate destination on Seller’s invoices. Buyer certifies and represents that it has not made or solicited and will not make or solicit kickbacks in violation of FAR 52.203-7 (Anti-Kickback Procedures (Oct 2010)) or the Anti-Kickback Act of 1986 (41 USC 51-58), both of which are incorporated herein by this specific reference. Without limiting the foregoing, Buyer agrees that neither Buyer nor any of its employees or agents will take any action (or fail to take any required action) that would constitute a violation of any applicable laws, rules or regulations, including but not limited to the United States Export Administration Act, the International Traffic in Arms Regulations, the United States Foreign Corrupt Practices Act, the United Kingdom Bribery Act 2010, and the anti-boycott provisions of the United States Internal Revenue Code, in each case, in effect as of the date of this document and as amended from time to time. Buyer shall immediately notify Seller if Buyer is, or becomes, listed on any Denied Parties list or if Buyer’s export privileges are otherwise denied, suspended or revoked in whole or in part by any U.S. Government entity or agency. Failure to comply with this Paragraph 22 may be construed as a breach by Buyer sufficient to justify immediate termination by Seller, which remedy shall not be exclusive but shall be in addition to any other remedies available at law or equity.

23. GOVERNMENT CONTRACTS: (a) If the products are to be used in fulfilling a contract with the United States Government, Seller will comply with all mandatory requirements of such contract which are applicable to Seller provided that Seller has received written notice of such requirements from Buyer in sufficient time to incorporate their impact into the price and delivery schedule for such Products. In addition, Seller may at its option adopt any provisions of the Federal Acquisition Regulation (FAR) or the DOD FAR Supplement (DFARS) or other federal statutes or regulations which are applicable or available to Seller.

24. AUDITS: Buyer shall not have the right to audit or examine Seller’s financial records pertaining to the Products sold hereunder.
25. WAIVER: Failure to Seller to insist upon strict performance of any provision hereof by Buyer shall not be deemed to be a waiver by Seller of its rights or remedies, or a waiver by it of any subsequent default by Buyer.

26. ASSIGNMENT: Buyer shall not assign any of its rights or obligations hereunder without prior written consent of Seller.

27. NOTICES: Any notices and other communications, required or permitted to be given hereunder shall be in writing and shall be effective when delivered personally or telexed (later confirmed in writing) or, if mailed, three (3) days after air mailing, postage prepaid.

28. CORRECTIONS: Clerical errors or obvious errors or omissions are subject to correction.

29. SEVERABILITY: In the event that one or more provisions hereof should be held to be unenforceable in any respect, this document shall be construed as if such unenforceable provision(s) had not been contained herein.

30. ENTIRE AGREEMENT: These terms and conditions supersede all other representations, warranties, undertakings and understandings of the parties with respect to the subject hereof and may not be modified except by writing signed by an authorized employee of Seller. If Buyer and Seller have executed an overriding agreement covering the sale of Products to which this document relates, the terms of said overriding agreement shall prevail over the terms stated herein to the extent of any conflict.

31. GOVERNING LAW: Buyer’s purchase of Products hereunder shall in all respects be governed by the laws of the State of Texas. The United Nations Convention on Contracts for the International Sale of Goods is excluded and shall not apply.

32. RESCHEDULES: Seller requires thirty (30) days advance notice from schedule ship date to reschedule standard products, and sixty (60) days advanced notice on all special or custom products.

33. COMPLETED ORDERS: Seller will consider an order for special or custom product complete if shipped within plus or minus five percent (+5%) of quantity ordered, and will invoice for actual quantity shipped.

Purchase Terms and Conditions

INSTRUCTIONS, TERMS AND CONDITIONS

1. Mark Invoices, packages and papers with the Purchase Order Number.

2. Enclose packing slip with each shipment.

3. PURCHASE ORDER AN OFFER.
This Purchase Order (this “Order”) is an offer by Buyer to purchase the goods specified upon the terms and conditions stated herein. ACCEPTANCE OF THIS ORDER IS EXPRESSLY LIMITED TO THE TERMS OF THE OFFER CONTAINED HEREIN. BUYER EXPRESSLY REJECTS ANY AND ALL COUNTEROFFERS MADE BY SELLER. Seller shall indicate its unqualified acceptance by written or oral acceptance or confirmation, by commencing work on this Order in any manner, or by delivering the goods (which term throughout this Order includes without limitation raw materials, components, intermediate assemblies and supplies). No terms stated by Seller in its proposal or in accepting or acknowledging this Order shall be binding, and Seller is hereby notified of Buyer’s objection to and rejection of any additional or different terms proposed by Seller in its forms or in any other manner. Any such additional or different terms shall be deemed to be null and void and of no effect.

4. PRECEDENCE
Any inconsistencies between these Instructions, Terms and Conditions (these “Terms and Conditions”) and other terms expressly agreed to by Buyer shall be resolved in accordance with the following descending order of precedence: (1) the face of the Order to which these Terms and Conditions are attached or otherwise pertain, (2) any master purchase or supply agreement expressly agreed to and executed by the parties, and (3) these Terms and Conditions.

5. MERGER AND MODIFICATION; WAIVERS
Subject to Section 4 (Precedence), this Order (together with the documents attached hereto or incorporated by reference and with any Change Orders applicable hereto) constitutes the entire agreement between the parties and supersedes any earlier oral or written understandings with respect to this Order. The rights accruing under this Order may be waived only upon written approval of an authorized officer of the party granting such waiver. No waiver by either party of any default in compliance with any provision of this Order shall be deemed a waiver of any other provision. No delay or omission of either party to exercise any right shall constitute a waiver of any right accruing to said party thereafter.

6. PRICES
Buyer shall not be billed at prices higher than those last quoted or charged to Buyer or stated on the front of this Order, and the prices to be paid by Buyer hereunder shall not at any time be greater than the price paid by any of Seller’s other customers for similar goods at similar quantities. Should Seller offer to sell similar goods to any other customer at a lower price, Seller shall promptly notify Buyer, and the parties shall modify the prices to reflect the more favorable pricing. In addition, Seller shall provide Buyer with a credit for future purchases equal to the difference in the amounts paid by Buyer and the more favorable price offered, retroactively applied to the date of the first sale by Seller at the lower price. Prices shall include all charges for packing, hauling, storage, transportation and insurance to the point of delivery, and all delivery charges in excess of those that Buyer has agreed to pay.

7. EXTRA CHARGES
No additional charges of any kind, including charges for boxing, packing, cartage or other extras will be allowed unless specifically agreed in writing in advance by Buyer.

8. TAXES
Prices shall be exclusive of any Federal, State or local sales, use or excise taxes levied upon, or measured by, the sale, the sales price, or use of goods in the performance of this Order, or any taxes on property owned by the U.S. Government. Seller shall list separately on its invoice any such tax applicable to any such goods and payable by Buyer with respect to which Buyer does not furnish to Seller evidence of exemption. Seller agrees to comply with any reasonable request by Buyer regarding payments under protest and regarding any refunds, claims, litigation or proceedings with respect to any such taxes, and to make appropriate adjustments to afford Buyer the benefit of any refund or reduction in such taxes.

9. DELIVERY
Deliveries are to be made both in quantities and at times specified herein. Time is of the essence. If Seller’s deliveries fail to meet schedule, Buyer, without limiting its other rights or remedies, may (i) direct expedited routing and any excess costs incurred thereby shall be at Seller’s expense or (ii) cancel all or part of this Order in accordance with Section 16 (Default). Untimely, excess or under shipments may, at Buyer’s option, be returned to Seller in whole or in part, or held for disposition at Seller’s expense and risk. No part of this Order may be shipped more than one week in advance of the time(s) specified herein without Buyer’s prior approval. Goods delivered in advance of schedule may, at Buyer’s option, either have payment therefor withheld until the date that goods are actually scheduled for delivery or be placed in storage at Seller’s expense and risk until such scheduled delivery date. When more than one shipment is made against any Order, the invoice and shipping papers accompanying the last shipment must indicate that it is the final shipment.

10. RISK OF LOSS; TRANSFER OF TITLE
Seller shall bear all risk of loss or damage to all goods covered by this order until received at the location designated by Buyer. Title to the goods shall pass to Buyer upon payment in full

11. PAYMENT
It is understood that the cash discount period will date from the receipt of goods or from the date of the invoice, whichever is later. C.O.D. shipments will not be accepted. Drafts will not be honored. Due dates for the payment of invoices shall be computed by the date of receipt by Buyer of a correct and complete invoice rendered within 60 days of the date on which goods are delivered in accordance with Section 9 (Delivery). Terms of payment shall be 60 days from the receipt of such an invoice for all goods accepted by Buyer.

12. QUANTITIES
The specific quantity ordered must be delivered in full and not be changed without Buyer’s consent in writing. Any unauthorized quantity is subject to our rejection and return at Seller’s expense.

13. WARRANTY SPECIFICATIONS
Seller expressly warrants that all the materials and articles covered by this Order or other description or specification furnished by Buyer (i) shall be of good quality and workmanship and free of defects, latent or patent; (ii) shall conform to all specifications, drawings or descriptions which are supplied by Buyer; (iii) shall be merchantable and suitable and sufficient by their intended purpose; and (iv) shall be free from any claim of any third party. Such warranty shall survive delivery, and shall not be deemed waived either by reason of Buyer acceptance of said materials or articles or by payment for them. Any deviations from this Order or specifications furnished hereunder, or any other exceptions or alterations must be approved in writing by Buyer’s Purchasing Department. The foregoing warranties shall run to Buyer and its successors, assigns and customers.

14. CHANGE ORDERS
Buyer may at any time by a written order (“Change Order”) make adjustment to the following: (i) quantities ordered, (ii) drawings, designs or specifications of goods ordered, (iii) method of shipment or packing and (iv) place of delivery. Seller will carry out any changes to this Order under the conditions of this Order. If any such change affects the amount due or the time of performance hereunder, an equitable adjustment shall be made. In such event, Seller must inform Buyer within ten (10) days of the receipt of the Change Order of any adjustment in the price and/or the time of performance. Buyer reserves the right to withdraw such Change Order if such adjustment in the price and/or the time of performance is unacceptable to Buyer. Where the cost of property made obsolete as a result of a Change Order is included in Seller’s claim for adjustment, Buyer shall have the right to prescribe the manner of disposition of such property. Failure to agree on any claim for equitable adjustment under this clause shall be a dispute and either party may thereupon pursue any remedy which it may have in any court of competent jurisdiction. Pending the resolution of any such dispute, Seller shall diligently pursue the performance of this Order as changed.

15. TERMINATION
Buyer may terminate the performance of work under this Order in whole or in part at any time(s), upon two days’ written notice to Seller, which period of time Seller acknowledges is reasonable. In that event, Seller’s sole remedy shall be to recover from the Buyer Seller’s costs and commitments properly incurred or made prior to the cancellation with due allowance for salvage value. Nothing in this clause shall in any way modify any other provisions of the Order relating to termination by Buyer. In the event that this Order is placed in furtherance of Buyer’s performance of a contract or subcontract for the benefit of the U.S. Government, Buyer may terminate work under this Order in accordance with Federal Acquisition Regulation (FAR) Section 52.249-2 (Termination for Convenience of the Government (May 2004)); provided, however, that Buyer’s obligation shall in no event exceed the total firm amount of this Order, and Buyer will pay Seller at such time as Buyer is paid by the United States Government.

16. DEFAULT
Buyer reserves the right, by written notice, to cancel this order without liability to Buyer in the event of 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, the execution by Seller of an assignment for the benefit of creditors, the discontinuance of business by Seller, failure to provide adequate assurance of future performance, or the sale by Seller for the bulk of its assets other than in the normal course of business. If Seller fails to perform, or breaches any of the terms, Buyer reserves the right immediately upon such failure of performance or breach, and without any liability to Buyer (i) to cancel this order in whole or in part by written notice by Seller, or (ii) after notifying Seller of such failure or breach and of Buyer’s intent to exercise such right, to obtain the goods from another source, with any excess costs resulting there from, chargeable to Seller. Seller shall be liable for Buyer’s damages in connection with such breach or failure to perform including consequential damages reasonably foreseeable by Seller or of which Seller was apprised by Buyer; provided, however, the Seller shall not be responsible for delays defaults occasioned by fires, Acts of God, wars or riots; but in the event of such occurrence, Buyer reserves the right to cancel this order without liability of any kind.

17. INSPECTION AND ACCEPTANCE
All goods shall be received subject to Buyer’s right of inspection and rejection. Defective goods or goods not delivered in accordance with Buyer’s specifications will be held for Seller’s instruction at Seller’s risk and, if Seller so directs, will be returned at Seller’s expense. Payment for goods on this Order prior to inspection shall not constitute acceptance thereof and is without prejudice to any and all claims that Buyer may have against Seller. If inspection discloses that part of the goods received are not in accordance with Buyer’s specifications, Buyer shall have the right to cancel any unshipped portion of the Order. Seller agrees to maintain inspection and quality control systems that conform to the requirements specified by Buyer. Seller shall maintain authenticated inspection and test reports, affidavits, certifications and other documents which relate to work performed under this Order for a period of three (3) years from final payment of this Order, and shall make such information available upon request to Buyer. If this Order supports a U.S. Government contract, FAR 52.246-2 (Aug 1996) shall also apply.

18. INDEMNIFICATION
Seller agrees to indemnify and hold harmless Buyer, its successors, assigns, customers and users of its goods, against all suits at law or in equity and from all damages, claims and demands arising out of the death or injury of any person or damage to any property alleged to have resulted from the goods hereby ordered, and/or resulting from any act or omission of Seller, its agents or employees. Upon the tendering of any suit or claim to Seller, Seller shall defend the same at Seller’s expense as to all cost, fees and damages. The foregoing 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. To the extent that Seller’s agents, employees or subcontractors enter upon premises occupied by or under the control of Buyer, or any of its customers or suppliers in the course of the performance of this Order, Seller shall indemnify, defend and hold Buyer, its officers, employees and agents, harmless from any and all costs, losses, expenses, damages, claims, suits, or any liability whatsoever, including attorney’s fees arising out of any act or omission of Seller, its agents, employees, or subcontractors. Seller shall maintain, and shall require its contractors to maintain, (i) public liability and property damage insurance (both general and vehicle) in amounts sufficient to cover obligations set forth above, and (ii) workers’ compensation and employer’s liability insurance covering all employees engaged in the performance of this Order. Upon Buyer’s request, Seller shall furnish certificates evidencing such insurance. No expiration, termination or modification of such insurance shall take place without thirty (30) days’ prior written notice to Buyer

19. PATENTS
Seller warrants that the material purchased hereunder does not infringe any patent, invention, design, trademark or copyright and agrees to indemnify and save harmless the Buyer from any and all loss, expense, damage, liability or demands for any actual or alleged infringement arising from the purchase, use, sale of materials or articles required by this Order.

20. RIGHT TO USE SELLER’S INFORMATION
All information furnished or disclosed to Buyer by Seller in connection with this Order is furnished or disclosed as a part of the consideration for this Order and is not, unless otherwise agreed to by Buyer in writing, to be treated as confidential or proprietary. Seller shall assert no claims (other than for patent infringement) by reason of the disclosure, reproduction or use of such information by Buyer, its agents, its assigns, or its customers. No employees except, Buyer’s general manager, have the authority to make an agreement providing for the confidential treatment of or limiting the use or disclosure of information so furnished or disclosed.

21. CONFIDENTIAL INFORMATION
Seller shall keep confidential all information, including designs, drawings, specifications and data, furnished by Buyer, or prepared by Seller specifically in connection with the performance of any purchase order from Buyer. Except as required for the efficient performance of this Order, Seller shall not make or permit copies of such information to be made without the prior written consent of Buyer. Seller shall not use, either directly or indirectly, any such information or data derived therefrom for any purpose other than to perform this Order. Seller shall return all such information and data to Buyer upon completion of its obligation under this Order, or upon demand, and Seller shall not retain any duplication of such information or data. Seller shall not, without the prior written consent of Buyer, in any manner disclose any information concerning this Order to any party, including any information to the effect that it has furnished, or contracted to furnish, the goods included herein or the fact that Seller is selling goods to Buyer under this Order.

22. TOOLING
Unless otherwise specified in this Order, all tooling and all other articles required for the performance hereof, including dies, tools, gauges, fixtures and patterns, shall be furnished by Seller, and shall be maintained in good condition and replaced when necessary at Seller’s expense. If Buyer agrees to pay Seller for special tooling or other articles, either separately or as a stated part of the unit prices of goods purchased herein, Buyer shall upon making payment therefore have the option to take title and possession of such special tooling and articles. If Seller uses tooling or other articles supplied by Buyer to complete this Order, Seller shall, upon Buyer’s request, package and ship such tooling or other articles F.O.B. Buyer’s plant, at Seller’s expense.

23. NON-WAIVER.
Failure by Buyer to insist on any provision herein in any provisions herein in any instance or instances shall not constitute a waiver in any other instance.

24. COMPLIANCE WITH LAWS
Seller agrees to fully observe and comply with all applicable foreign, Federal, State and local laws, rules, regulations and orders pertaining to the production and sale of the goods ordered, in effect as of the date of this Agreement and as amended from time to time. Seller shall hold Buyer harmless from any liability resulting from failure to comply with such laws, rules, regulations and orders, and upon Buyer’s request, Seller shall furnish to Buyer certificates of compliance with such laws, rules, regulations and orders. Seller has not paid, offered, promised to pay or authorized and will not pay, offer, promise to pay, or authorize the payment directly or indirectly of any monies or anything of value (in the form of entertainment, gifts, gratuities, kickbacks or otherwise) for the purpose of obtaining or rewarding favorable treatment as a supplier to Buyer. Seller has not paid, offered, promised to pay or authorized and will not pay, offer, promise to pay, or authorize the payment directly or indirectly of any monies or anything of value to (i) any person or firm employed by or acting for or on behalf of any customer, whether private or governmental, or (ii) any government official or employee or any political party or candidate for political office for the purpose of influencing any act or decision or inducing or rewarding any action by the customer in any commercial transaction or in any governmental matter or securing any improper advantage to assist Seller or Buyer in obtaining or retaining business or directing business to any person. By accepting this Order, Seller certifies and represents that it has not made or solicited and will not make or solicit kickbacks in violation of FAR 52.203-7 (Anti-Kickback Procedures (Oct 2010)) or the Anti-Kickback Act of 1986 (41 USC 51-58), both of which are incorporated herein by this specific reference. In addition, without limiting the foregoing, Seller shall fully observe and comply with the United States Foreign Corrupt Practices Act and the United Kingdom Bribery Act 2010, in each case, in effect as of the date of this Order and as amended from time to time.

25. EXPORT COMPLIANCE
Seller shall comply with all applicable U.S. export control laws and regulations, including without limitation, the United States Export Administration Regulations, the Arms Export Control Act, the International Traffic in Arms Regulations (“ITAR”), and the anti-boycott provisions of the United States Internal Revenue Code, in effect as of the date of this Agreement and as amended from time to time. Seller shall obtain all required export licenses or agreements necessary to perform its obligations hereunder, as applicable. Without limiting the foregoing, Seller shall not transfer or export any controlled item, data or services, including transfer to foreign persons employed by or associated with, or under contract to Seller, without the authority of an export license, agreement or applicable exemption or exception. Seller agrees to notify Buyer if any goods deliverable under this Order are restricted by export control laws or regulations and shall provide the correct Export Classification Number. Seller shall immediately notify Buyer if Seller is, or becomes, listed in the U.S. Specially Designated Nationals list or other denied parties list or if Seller’s export privileges are otherwise denied, suspended or revoked in whole or in part by any U.S. Government entity or agency. If Seller is engaged in the business of either exporting or manufacturing defense articles or furnishing defense services, Seller represents that it is registered with the Office of Defense Trade Controls, as required by the ITAR, and it maintains an effective export/import compliance program in accordance with the ITAR.

26. DUTY TO REPORT
Seller shall promptly disclose to Buyer together with all pertinent facts any violation, or alleged violation, of any of the laws and regulations referenced in Section 24 (Compliance with Law) or Section 25 (Export Compliance) above. Failure to comply with Sections 24 (Compliance with Law), 25 (Export Compliance) or 26 (Duty to Report) shall be a breach by Seller sufficient to justify immediate termination of this Order by Buyer, which remedy shall not be exclusive but shall be in addition to any other remedies available at law or equity.

27. COMPLIANCE WITH BUYER POLICIES AND PROCEDURES
Seller shall comply with such Buyer policies or procedures as Buyer may reasonably require, provided that (i) Buyer has provided Seller a written copy of any such additional policy or procedure, and (ii) such policies or procedures do not conflict with the terms of this Order. Seller acknowledges that it has received (and will distribute to its employees and agents) a copy of TT electronics’ Statement of Values and Business Ethics Code, and agrees to comply and cause its employees and agents to comply at all times with the relevant provisions thereof.

28. HAZARDOUS MATERIALS
Seller shall promptly notify Buyer in writing if any materials or goods required by this Order are deemed hazardous under the laws, rules or regulations of any applicable governmental or regulatory authority. All goods shall be manufactured, packaged, marked and shipped by Seller in compliance with all laws, laws, rules or regulations of any applicable governmental or regulatory authorities. In particular, Seller warrants and covenants that the goods provided hereunder comply with (i) Directive 2002/95/EC of the European Parliament and of the Council of 27 January 2003 on the restriction of the use of certain hazardous substances and electrical and electronic equipment (RoHS), (ii) Directive 2002/96/EC of the European Parliament and of the Council of 27 January 2003 on Waste Electrical and Electronic Equipment (WEEE), and (iii) Regulation (EC) No. 1907/2006 of the European Parliament and of the Council of 18 December 2006 concerning the Registration, Evaluation, Authorization and Restriction of Chemicals (REACH). Upon Buyer’s request, Seller shall provide a certification of the substances contained in the goods, in a form reasonably acceptable to Buyer.

29. NOTICE OF LABOR DISPUTES
If at any time Seller has knowledge that any actual or potential labor dispute is delaying or threatens to delay the timely performance of this Order, Seller shall immediately give written notice thereof, including all relevant information with respect thereto, to Buyer. Seller agrees to insert the substance of this section, including this sentence, in any subcontract hereunder.

30. HEADINGS
The headings used in these Terms and Conditions are inserted for the convenience of the parties and shall not define, limit or describe the scope or the intent of the provisions of these Terms and Conditions.

31. DISPUTES; REMEDIES
With respect to any dispute arising hereunder, either party may pursue any remedy which it may have in any court of competent jurisdiction. Pending the resolution of any such dispute, Seller shall diligently pursue the performance of this contract. Anything herein to the contrary notwithstanding, if a U.S. Government Contracting Officer issues a final decision relating directly or indirectly to this Order and such decision is binding upon Buyer, then such decision shall in turn be binding upon Seller, and Seller shall not be entitled to additional compensation or reimbursement for compliance therewith.

32. ASSIGNMENT; SUBCONTRACTING
This Order, or any interest therein, including any claims for monies due or to become due with respect thereto, may only be assigned or subcontracted upon the prior written consent of Buyer. Any payment to any assignee or subcontractor of any claim under this Order, in consequence of such consent, shall be subject to set-off, recoupment or other reduction for any claim which Buyer may have against Seller.

33. CONTROLLING LAW
Issues of construction, interpretation, execution and validity of this contract and sale shall be governed by the laws of the State of Texas, without regard to conflict of laws principles, except that any provision in this Order that is (i) incorporated in full text or by reference from the FAR, or (ii) incorporated in full text or by reference from any agency regulation that implements or supplements the FAR, or (iii) that is substantially based on any such agency regulation or FAR provision, shall be construed and interpreted according to the federal common law of government contracts as enunciated and applied by federal judicial bodies, boards of contracts appeals, and quasi-judicial agencies of the U.S. Government. The United Nations Convention on Contracts for the International Sale of Goods is excluded and shall not apply.

34. GOVERNMENT PROPERTY
If any tooling, test equipment or materials of any type designated as U.S. Government property is furnished to Seller in connection herewith, Seller assumes complete liability therefore except for reasonable wear and tear and except to the extent that such property is consumed in the performance of this Order. Unless otherwise provided on the face of this Order, Seller shall comply with FAR 52.245 1.

35. SURVIVABILITY
If this Order expires, is completed or is terminated, Seller shall not be relieved of the obligations contained in the following Sections of these Terms and Conditions: 13 (Warranty Specifications), 18 (Indemnification), 19 (Patents), 20 (Right to Use Seller’s Information), 21 (Confidential Information), 24 (Compliance with Laws), 25 (Export Compliance), 26 (Duty to Report), , 33 (Controlling Law), and 35 (Survivability).

36. GOVERNMENT CONTRACTS
If this is an Order under a U.S. Government prime contract or a subcontract, the following FAR provisions shall also apply. Seller shall hold Buyer harmless from any liability resulting from failure to comply with such FAR provisions.
The FAR sections listed below are incorporated herein by reference, except that the terms “Government,” “United States” and “Contracting Officer” and equivalent phrases shall mean “Buyer” (unless the context clearly indicates otherwise), the terms “Contractor” or “Subcontractor” shall mean “Seller” and “contract” shall mean this Order.
52.202-1 Definitions (Jul 2004)
52.203-3 Gratuities (Apr 1984) (for subcontracts over $150,000 only)
52.203-6 Restrictions on Subcontractor Sales to the Government (Sep 2006) (for subcontracts over $150,000 only)
52.203-7 Anti-Kickback Procedures (Oct 2007) (for subcontracts over $150,000 only)
52.203-12 Limitation on Payments to Influence Certain Federal Transactions (Oct 2010) (for subcontracts over $150,000 only)
52.203-13 Contractor Code of Business Ethics and Conduct (Apr 2010) (for subcontracts over $5 million only)
52.209-6 Protecting the Government’s Interest when Subcontracting with Contractors Debarred, Suspended or Proposed for Debarment (Dec 2010) (for subcontracts over $30,000, except for commercially available off-the-shelf items)
52.211-5 Material Requirements (Aug 2000)
52.211-15 Defense Priority and Allocation Requirements (Apr 2008)
52.222-3 Convict Labor (Jun 2003)
52.222-4 Contract Work Hours and Safety Standards Act – Overtime Compensation (Jul 2005) (for subcontracts over $150,000 only)
52.222-20 Walsh-Healey Public Contracts Act (Oct 2010)
52.222-21 Prohibition of Segregated Facilities (Feb 1999)
52.222-24 Preaward On-Site Equal Opportunity Compliance Evaluation (Feb 1999)
52-222-26 Equal Opportunity (Mar 2007)
52.222-35 Equal Opportunity for Veterans (Sep 2010) (for subcontracts over $100,000 only)
52.222-36 Affirmative Action for Workers with Disabilities (Oct 2010)
52.222-37 Employment Reports on Veterans (Sep 2010)
52.222-40 Notification of Employee Rights Under the National Labor Relations Act (Dec 2010)
52.222-50 Combating Trafficking in Persons (Feb 2009)
52.225-1 Buy American Act Supplies (Feb 2009)
52.244-6 Subcontracts for Commercial Items (Dec 2010)

37. FAR 52.222-25 AFFIRMATIVE ACTION COMPLIANCE (APR 1984)
Seller represents that (a) it has developed and has on file, at each establishment, affirmative action programs required by the rules and regulations of the Secretary of labor (41 CFR 60-1 and 60-2), or (b) it has not previously had contracts subject to the written affirmative action programs requirement of the rules and regulations of the Secretary of Labor.