STANDARD TERMS AND CONDITIONS OF PURCHASE

Acceptance

This order expressly limits acceptance to the terms stated herein. Any additional of different terms proposed by seller are objected to and hereby rejected unless specifically accepted in writing by buyer. Acceptance of this order shall be by receipt by buyer of a signed acknowledgment or by shipment to buyer of all or part of the goods pursuant to this order. This order is non-assignable by seller except for raw materials and standard or commercial components.

Price

Seller warrants that the prices for the articles sold to buyer under this order are not less favorable than those currently extended to any other customer for the same or like articles in equal or less quantities. If seller reduces its price for such articles during the term of this order, seller agrees to reduce the prices hereunder correspondingly. Prices stated in this order are inclusive of all charges for packing, containers, insurance and transportation except as otherwise specifically provided on the face of the order. All taxes based upon or measured by sale, use or manufacture shall be shown separately on seller's invoice. Prices offered and accepted are in U.S. dollars and are not subject to escalation except by mutual consent in writing.

Changes

Buyer shall have the right to make, from time to time, without notice to any sureties or assignees, changes as to packing, testing, destination, specifications, designs, quantity and delivery schedule. Seller shall promptly notify buyer when such changes affect price or terms and shall request written authorization modifying the order accordingly. Claims for adjustment under this clause must be asserted in writing within 30 days from date of receipt of notification of the change(s).

Buyer Furnished Property

Dies, tools, jigs, fixtures, patterns, molds, and equipment ordered by buyer hereunder or supplied to seller by buyer shall become and remain the property of buyer, shall be used by seller exclusively in the manufacture of products for buyer, shall be returned to buyer upon request without additional charge and seller shall be fully responsible for any loss or damage to such items while in seller's custody. Seller shall, at no additional cost to buyer, maintain all said items in good condition and repair, or replace them to the extent necessary for performance of this and future orders placed by buyer.

All drawings, specifications, data or technical information, (all of which shall be referred to as "information") furnished by buyer shall be and remain buyer's property. Unless such information was known to seller with the free right to use it prior to disclosure by buyer, or unless such information is disclosed to seller by a third party or becomes publicly known other than through breach of this obligation, seller shall not reveal such information to any other person, and such information shall be used by seller only on behalf of buyer. All such information, and all copies thereof shall be returned upon request by buyer.

Seller shall indemnify buyer and its customers against any loss, damage, liability or expense resulting from infringement of patents, trademarks or copyrights based on the manufacture, normal use or sale of goods furnished hereunder, except where such infringement arises, solely from seller's adherence to buyer's written instructions or directions which do not iinvolve seller's commercial merchandise or items of seller's origin, design or selection, and buyer shall so indemnify seller in any such excepted case. Buyer and seller shall each defend or settle, at its own expense, any suit or proceeding against the other for which it is responsible hereunder. Each party shall give the other reasonable notice of any claim of infringement to which this indemnity applies and offer to allow the other to defend any suit resulting therefrom and cooperate in every reasonable way with the other in defending such claim. If buyer or its customers is prevented from using or selling any goods furnished hereunder by an injunction on account of any infringement to which seller's indemnity applies, seller shall, at buyer's option and at no expense to buyer, either replace such goods with non-infringing goods or modify such goods so they are free of infringement or remove said goods and refund the purchase price therof.

Delivery

Seller recognizes that adherence to the date of delivery or for completion of work described in this order is of primary importance. If seller for any reason, including contingencies covered by paragraph below, does not meet designated delivery or completion schedules buyer may at its option either approve the revised delivery schedule, reduce the total quantity covered by this order by the amount of omitted shipments reducing the price pro rata, or terminate the order without liability for any such revision, reduction or termination. Deliveries made in advance of the designated schedule are prohibited without buyer's prior written consent. Buyer may refuse, at no cost or liability to buyer, deliveries made or attempted on Saturdays, Sundays, holidays or after 4:30 pm. on weekdays, unless otherwise agreed to in writing.

Contingency

Neither party shall be beld responsible for any damages or losses resulting if the fulfillment of any terms or provisions of this order are delayed or prevented by revolutions or other disorders, wars, strikes, floods, fires, acts of God, or, without limiting the foregoing, any other cause not within the control of the party whose performance is interfered with and which by the exercise of reasonable diligence said party is unable to prevent, whether of the class of causes delineated above or not. Buyer's options under the above circumstances are delineated in paragraph above.

Shipping

Except as otherwise expressly provided herein, title to and risk of loss on all items shipped by seller to buyer shall pass to buyer upon buyer's inspection and acceptance of such items at buyer's plant. An itemized packing slip referencing this order number must be enclosed with each shipment. Failure to provide packing slips may result in excusable delay in processing seller's invoivces. Buyer's count shall be accepted as conclusive on all shipments not accompanied by a packing slip.

Inspection

Buyer reserves the right to inspect and etst goods ordered at any time or place, including the period of manufacture, and to make final inspection and acceptance at buyer's plant notwithstanding any prior inspections or payments. Payments made to receive cash discounts do not negate buyer's right to final inspection and rejection.

Payment

Payment for goods and/or services covered by this order will be made, in U.S. dollars, only after arrival of goods at buyer's plant or other facility or completion of services to be performed as designated on the face hereof and subject to buyer's inspection and rejection of goods and workmanship without regard to the manner of shipment or any shipping or price terms contained in this instrument. Upon reasonable notification to seller, buyer may withhold and deduct from any part of the price due under this order all or any part of the damages, including consequential damages, resulting from any breach of terms and conditions contained herein, or any other amount which seller owes buyer or any of buyer's associated companies, arising out of or related to the transaction which is the subject of this order or which is otherwise due from seller to buyer.

Discounts

Cash discount period will be computed either from date of delivery and acceptance of the goods ordered, or date of receipt of correct and proper invoices prepared in accordance with the terms of buyer's order, whichever date is later. Payment is deemed to be made for the purpose of earning the discount on the date of mailing of buyer's check.

Cancellation

Buyer may terminate this order and any contract made pursuant thereto: (1) without liability of any kind and without waiving any other rights or remedies, including any right to damages which buyer may have at law or in equity, in the event of seller's insolvency, bankruptcy, failure to meet delivery schedules, or other default, or (2) at any time, but in the absence of such event or default buyer shall pay seller its reasonable costs incurred in processing the order to the date of termination.

Compliance with Laws

Seller agrees to comply with all applicable state, federal and local laws, rules and regulations. Seller further represents that goods and services covered by this order have been or will be produced or rendered in accordance with all applicable provisions of the Fair Labor Standards Act, the Walsh Healey Public Contracts Act, the Non-discrimination / Equal Opportunity Clause Provision set forth in Executive Order 11246, and Title VII of the Civil Rights Act of 1964.

Warranty

In addition to any warranty implied by fact or law, seller expressly warrants all items to be free from defect in design, workmanship and materials; to conform strictly to applicable specifications, drawings, and approved samples, if any; to be fit and sufficient for the purpose intended; and to be merchantable. Such warranties together with all services warranties of seller shall run to buyer, its successors, assigns and customers. All warranties shall survive inspections, test, acceptance of and payment by buyer. In the event of breach of warranty, buyer may, at his option, without waiving the rights to damages, either return for credit or require prompt correction or replacement of the defective or nonconforming goods.

Waiver

Buyer's failure to insist on performance of any term or to exercise any right or privilege, or waiver thereof, shall not be a waiver of any term, condition, right or privilege on the remainder of this or any other order.

Seller

Agrees to comply with Section 503 of the Rehabilitation Act of 1973 and Section 402 of the Vietnam Veterans Readjustment Assistance Act of 1974.