Purchase Order Terms

Purchase Order Terms and Conditions — F-QP-8211-1, Revision A

1. ORDER ACCEPTANCE

Seller's complete acceptance of this order will be presumed unless the seller acknowledges exceptions within fifteen (15) days after the date of this order. In the event exception is acknowledged, as provided herein, buyer and seller shall then negotiate mutually acceptable terms and conditions.

2. PRICE

This order shall not be filled at prices higher than those shown on this order unless such increased prices have been authorized by the buyer. Seller warrants that the prices to be charged for articles or services ordered herein are not in excess of prices charged to other customers similarly situated, for similar quantities of goods of like quality.

3. CASH DISCOUNT

Cash Discounts shall not be applied in this company.

4. DELIVERY

Time is of the essence. Delivery shall be strictly in accordance with the schedule set forth in the Purchase Order. Delays in shipment shall be reported immediately by the seller to the buyer. Buyer reserves the right to cancel this order in whole or in part if seller should fail to make deliveries in accordance with the terms of the Purchase Order and any Corporate Purchase Agreement referenced herein.

5. PATENT, TRADEMARK, COPYRIGHT INDEMNITY

Seller agrees to indemnify and safe harmless the buyer, its successors, assigns and/or its customers from and against any and all expenses, liabilities or other losses arising from or by reason of any actual or claimed infringement of patents, trademarks, or copyrights, and to defend any suits based thereon, with respect to the equipment or materials furnished hereunder by the Seller, except where the claimed infringement arises by reason of the equipment or materials furnished hereunder upon designs or drawings originated by the buyer.

6. WARRANTY

The seller warrants that all materials or services delivered hereunder will conform to the design and specifications and to drawings, samples or other descriptions referred to in this order will conform strictly to the requirements of this order, and will be free from defects in material and workmanship. Such warranties shall survive any inspection, delivery, acceptance or payment by the buyer of the materials or services, for a period of six months following data of shipment, unless otherwise specified herein.

7. COMPLIANCE WITH LAWS

Seller shall comply with all Federal, State and local laws, applicable to this order.

8. EQUAL OPPORTUNITY

Seller further agrees to comply with the provisions of all rules and regulations (including those of the Secretary of Labor) and Executive Orders (including Nos. 11246, 11375, 11625, 11701 and 11758) applicable to this order regarding nondiscrimination because of race, creed, color, sex, age, national origin, physical or mental handicap, and veteran status.

9. BUYER'S PROPERTY

All material including tools, furnished or specifically paid for by buyer unless otherwise specified herein, shall be the property of the buyer, shall be subject to removal at any time without additional cost upon demand by the property of the buyer, shall be used only in filling orders from the buyer, shall be kept separate from other materials or tools, and shall be clearly identified as the property of the buyer. Seller assumes all liability for loss or damage, with the exception of normal wear and tear, and agrees to supply detailed statements of inventory promptly upon request.

10. TAXES

Except as may be otherwise provided in this order, the contract price shall include all applicable Federal, State and local taxes of any kind in effect on the contract date.

11. ASSIGNMENT OF RIGHTS

Seller shall not delegate any duties nor assign any rights or claims under this contract or for breach thereof without the written consent of buyer and no such attempted delegation or assignment shall be binding on buyer. All claims for moneys due or to become due from buyer shall be subject to deduction by buyer for any setoff or counterclaim arising out of this or any other of buyer's transactions with seller whether such setoff or counterclaim arose before or after such assignment by seller.

12. CHANGES

Buyer may at any time make changes in the delivery schedules, drawings, quantities, designs and specifications but no change will be allowed unless authorized by the buyer in writing. Buyer may also make changes in the method of shipping or packing and place of delivery by any means of communication. If any such change affects cost or delivery schedules of this order, an equitable adjustment shall be made, provided seller makes a written claim therefore within 15 days from the date of buyers' written notification.

13. INSOLVENCY

In the event of any proceedings, voluntary or involuntary, in bankruptcy or insolvency by or against seller, including any proceeding under the applicable Federal or State Bankruptcy law currently in effect, or in the event of the appointment with or without seller's consent, of an assignee for the benefit of creditors or of a receiver, the buyer shall be entitled to elect to cancel any unfilled part of this order without any liability whatsoever.

14. TITLE TO SPECIFICATIONS

Buyer shall at all times have title to all drawings and specifications furnished by buyer to seller and intended for use in connection with this order. Seller shall not disclose such drawings and specifications to any person, firm or corporation other than buyers' or seller's employees, subcontractors or Government Inspectors. The seller shall, upon buyer's request, promptly return all drawings and specifications to the buyer.

15. OBJECTIVE QUALITY EVIDENCE

Seller agrees to maintain objective quality evidence for materials supplied hereunder in accordance with an approved Quality Standards system. Seller shall supply this evidence upon request.

16. LABOR DISPUTES

Seller agrees that whenever an actual or potential labor dispute delays or threatens to delay the timely performance of the order, seller will immediately give notice thereof to the buyer.

17. RENEGOTIATION

This order shall be subject to any act of Congress providing for its renegotiation and shall be deemed to contain all of the provisions required for any such act.

18. TITLE AND RISK OF LOSS

Title and risk of loss shall pass to buyer at the F.O.B. point, provided, however, that the risk of loss shall remain with seller as to goods which are not accepted by buyer or which are rejected by buyer.

19. DEFECTIVE WORK

If any of the materials or services are defective in material or workmanship or otherwise not in conformity with the requirements of this order, buyer shall have the right to either reject them or to require their correction, and to return them at seller's risk and expense, including transportation both ways.

20. TERMS AND CONDITIONS INCORPORATED BY REFERENCE

The terms which the ASPR requires to be inserted in contracts or subcontracts will be deemed to apply to this Purchase Order.

21. O.S.H.A.

Seller warrants that all materials or services delivered hereunder shall comply with all provisions of the Williams-Steiger Occupational Safety and Health Act of 1970 including any then current rules and regulations issued there under.

22. OVERSHIPMENT

Subject to inspection and acceptance, buyer will be liable for payment only for quantities ordered and delivered. Over shipments shall be held at seller's risk and expense for a reasonable time waiting shipping instructions. Shipping charges for returns shall be at seller's expense.

23. REMEDIES

The rights and remedies provided by buyer herein shall be cumulative and in addition to any other rights and remedies provided by law or equity (or provided under the Uniform Commercial Code).

24. WAIVER

Waiver of a breach of any provision of this Purchase Order shall not constitute waiver of full compliance with such provision nor shall it be construed as a waiver of any other breach.

25. PRODUCT NONCONFORMANCE

In the event that a product nonconformance has been identified by the supplier, the supplier shall notify the buyer with a Discrepant Material Report and shall not take any action to disposition the product until the buyer has communicated it’s concurrence.

26. MANUFACTURING CHANGES

In the event that a product is replaced by a similar product of different manufacture, that processes used in the manufacture of a product are changed, that a manufacturing facility is relocated, or that any changes in processes might impact a product listed under this Purchase Order, the seller will notify the buyer, and if required will seek approval from the buyer that the changes are acceptable.

27. ACCESS TO FACILITIES

By accepting this Purchase Order, the seller grants to the buyer, their customer and regulatory authorities, access to the applicable areas of the facilities involved in the manufacture of the products listed under this Purchase Order, including all applicable records, at any level of the supply chain.

28. SUPPLY CHAIN FLOW DOWN

By accepting this Purchase Order, the supplier agrees to identify and respond to the buyer’s applicable requirements, and to in turn pass on these requirements to their own suppliers.

29. GOVERNING LAW

This Purchase Order shall be interpreted and governed in all respects according to the laws of the State of Florida.

30. COUNTERFEIT PARTS

(a) As used herein, “Part” means any material, product, component, device, module, assembly, subassembly, or the like sold or delivered by Seller to Buyer either as Goods or as a constituent part of a Goods. “Counterfeit Part” means a Part that is (i) an unauthorized copy or substitute that has been identified, marked, and/or altered by a source other than the Part’s legally authorized source and has been misrepresented to be an authorized item of the legally authorized source, and/or (ii) previously used parts provided or represented as “new.” A Part is a “Suspect Counterfeit Part” if visual inspection, testing, or other information provides reason to believe that the Part may be a Counterfeit Part. As used herein, “authentic” means (i) genuine, (ii) from the legitimate source claimed or implied by the marking and design of the Part offered, and (c) manufactured by, or at the behest and to the standards of, the manufacturer that has lawfully applied its name and trademark for that model/version of the Part.

(b) Seller represents and warrants that only new and authentic Parts and materials are used in Goods required to be delivered to Buyer and that such Goods contain no Counterfeit Parts. No other Part other than a new and authentic Part shall be used unless approved in advance in writing by Buyer’s duly authorized representative. To further mitigate the possibility of the inadvertent use of Counterfeit Parts, Seller shall only purchase authentic parts/components directly from original equipment manufacturers (“OEMs”) and original component manufacturers (“OCMs”) or through the OEM’s/OCM’s authorized distributors. Seller shall make available to Buyer, at Buyer’s request, OEM/OCM documentation that authenticates traceability of the Parts to the applicable OEM/OCM. Purchase of Parts from independent distributors is not authorized unless first approved in writing by Buyer’s duly authorized representative.

(c) Seller shall maintain a documented system (policy, procedure, or other documented approach) that provides for prior notification to Buyer and Buyer’s written approval before Parts are procured from sources other than OEMs/OCMs or through the OEM’s/OCM’s authorized distributors. Seller shall provide copies of such documentation for its system for Buyer’s inspection upon Buyer’s request. Seller’s system shall be consistent with applicable industry standards including, as a minimum, AS5553 for the detection and avoidance of Counterfeit Parts and Suspect Counterfeit Parts, including policies and procedures for training personnel, designing and maintaining systems to mitigate risks associated with parts obsolescence, making sourcing decisions, prioritizing mission critical and sensitive components, ensuring traceability of Parts, developing lists of trusted and non-trusted suppliers, flowing down requirements to subcontractors and suppliers, inspecting and testing parts, reporting and quarantining Counterfeit Parts and Suspect Counterfeit Parts, and taking corrective action.

(d) Acceptance of Buyer’s Order constitutes confirmation by Seller that it is the OEM, OCM, or a franchised or authorized distributor of the OEM/OCM for the Goods procured under Buyer’s Order. Seller further warrants that OEM/OCM acquisition documentation that authenticates traceability of the Parts is available upon request.

(e) Seller shall flow the requirements of this Section to its subcontractors and suppliers at any tier for the performance of Buyer’s Order.

(f) Should Seller become aware of a confirmed or suspect Counterfeit Part that, by any means, has been delivered to Buyer, or acquired for Buyer’s Order whether or not delivered to Buyer, Seller shall notify Buyer in writing as soon as possible but not later than five (5) days of such discovery. Seller shall verify receipt of this notification by Buyer. This requirement shall survive expiration or completion of Buyer’s Order.

(g) Seller shall be liable for cost of Counterfeit Parts and Suspect Counterfeit Parts and the cost of rework or corrective action that may be required by Buyer to remedy the use or inclusion of such Parts.

(h) Seller shall quarantine suspect counterfeit electronic parts and counterfeit electronic parts, and make them available for investigation by appropriate government authorities.