The order on the reverse side is subject to the following:

CONTRACT INFORMATION: Any outstanding prior offers which may have been made by Seller to Buyer with respect to the subject matter of this order are hereby rejected by Buyer. This order is an offer by Buyer and may be revoked or changed at any time before acceptance. No different or additional terms included by Seller in accepting or acknowledging this order shall be effective unless agreed to in writing by Buyer. Neither acceptance of delivery of the goods nor payment therefor shall constitute acceptance by Buyer of any such different or additional terms even if Seller states that its acceptance is conditioned on Buyer’s assent to such terms. The commencement of any work shall be acceptance by Seller of all the terms of this purchase order whether or not Seller has assented in writing to all of such terms.

TERMS: As stated on reverse side, but invoice not payable until shipment inspected and acceptance by Buyer. In the event Buyer makes payment of Invoice within the period allowed for the purpose of obtaining any cash discount offered, such payment shall not prejudice the right of Buyer to return goods found defective or which fail inspection and receive credit or reimbursement from Seller.

Individual invoices showing order number and purchase item number, must be issued for each shipment applying against this order. Buyer reserves right to return all invoices submitted incorrectly and purchase order terms shall be determined as of date of latest correct invoice received. Each delivered container must be labeled or marked to identify contents without opening, and all boxes and packages must contain packing sheets listing contents. Buyer’s purchase order number must appear on all packing slips, delivery tickets and bills of lading.

Advance Manufacture and Shipments: Buyer reserves the right to refuse delivery of or to return shipping charges collect all material received at Buyer’s plant in advance of the schedule shown on this order or its releases.

Delivery and Performance: Time is hereby expressly declared to be of the essence and Seller is notified that failure to deliver the goods or perform the services on time may result in substantial damage to Buyer. If Seller shall fail to make timely delivery or performance of any part of the goods or services, or if timely delivery or performance is endangered for any reason, Buyer shall have the right, at its option, to terminate any part or the while of this order, reject untimely deliveries, purchase substitute goods elsewhere, and charge Seller, with any loss incurred.

Warranties: All specifications, drawings, and other data submitted by Buyer, including performance data, are incorporated by reference into this order, and Seller expressly warrants that the goods or services shall conform to such data in addition, goods delivered are expressly warranted by Seller to be merchantable, of good material and workmanship, free from any defect in material, labor or fabrication, and fit for the particular purposes of Buyer. Seller further warrants that all work and services performed hereunder will be free from defect in workmanship. All warranties shall extend to future performance of goods, shall survive inspection, tests acceptance and payment for the goods, and shall run to Buyer, its employees, successors, assigns, and customers and other users.

Materials and Information Furnished by Buyer: Unless otherwise agreed in writing, all designs, drawings, patterns, engineering information, dies, tools, fixtures, and any other materials, equipment or information furnished by Buyer to Seller or specifically paid for by Buyer shall be and remain the property of Buyer and shall (1) be used in filling orders for Buyer, (2) be insured by Seller while in its custody and control in an amount equal to the replacement cost thereof, and (3) be returned to Buyer upon completion of this order, or earlier upon Buyer’s request.

Seller acknowledges that all of the above material and information not generally known to others are submitted by Buyer in confidence and Seller agrees that it shall not utilize or authorize any other party to utilize any of such material or information without advance written permission from Buyer.

Seller assumes all responsibility for the accuracy of tooling used in the production of the items ordered hereunder whether such tooling is fabricated by Seller or furnished by Buyer.

Except to the extent that the goods supplied hereunder are manufactured to design supplied by Buyer, Seller also agrees to indemnify and, at Buyer’s option, defend Buyer, its agents and employees, and its customers, from any claims, losses, or damages based on any actual or alleged unfair competition or infringement of any patent, trademark or copyright relating to the goods.

Buyer’s Remedies: In the event of Seller’s breach of any warranty of agreement of Seller contained herein, Buyer shall have all of the rights and remedies provided to buyers by all applicable statues, or by common law, including but not limited to the right of recover consequential of incidental damages.

Packaging: All items shall be packed by Seller in suitable containers for protection to permit safe transportation and handling and shipped to secure the lowest transportation costs. No charge shall be made by Seller for packaging unless provided for on reverse side.

Changes: Buyer may at any time and from time to time, by purchase order amendment issued to Seller: (a) make changes in shipping and packing instructions; (b) increase or decrease the quantity of products ordered; (c) change the drawings or specifications; (d) issue a suspension of work order, (e) make changes in the delivery schedule. If such changes cause an increase or decrease in the amount of work hereunder or in the cost of performance, an equitable adjustment shall be made in the contract price and/or the delivery schedule and the purchase order shall be amended in writing accordingly. Any claims for adjustment under this clause not asserted within thirty (30) days from the date of the purchase order amendment, shall be deemed waived.

Termination: Buyer may terminate work under this purchase order in whole or in part at any time by notice to Seller in writing. Seller will thereupon immediately stop work on this purchase order or the terminated portion thereof and notify its subcontractor to do likewise. Except where such termination is caused by default or delay of Seller, Seller shall be entitled to reimbursement for its actual costs incurred up to and including the date of termination applicable to the termination and in accordance with the recognized accounting practices. Seller shall also b entitled to a reasonable profit on the work done prior to such termination at a rate not exceeding the rate used in establishing the original purchase price. The total of such claim shall not exceed the cancelled commitment value of this purchase order.

Law Governing: This purchase order shall be governed by, and construed according to the laws of the State of issue.

General: Any waiver of strict compliance with the terms hereof by Buyer shall not constitute of waiver of Buyer’s right to insist upon strict compliance with terms of this order hereafter. This embodies the entire agreement of the parties and no other understandings or agreements, verbal or otherwise, in relation thereto exist between the parties.

Taxes: Buyer shall not be liable for any Federal, State or Local Taxes unless separately stated and billed.

Compliance with Laws: Seller warrants, certifies, and agrees that the goods or services have been or will be manufactured, distributed, shipped, packaged, delivered and performed in compliance with all applicable federal, state, and local laws, regulations, standards, and orders, including the Occupational Safety and Health Act of 1970 and all regulations and standards in effect thereunder at the time of sale. Seller agrees to furnish upon request further certifications of such compliance, in form satisfactory to Buyer. In addition, Seller agrees that the equal employment opportunity clause in Section 202 of Executive Order 1246 of September 24, 1965, as amended by Executive Order 11375 of October 13, 1967, relative to equal employment opportunity, and implementing rules and regulations of the Secretary of Labor, are incorporated herein by reference.