Terms And Conditions

PURCHASE TERMS & CONDITIONS
Purchase Order Terms Conditions (9_18_09).DOC

1. ACCEPTANCE – Acceptance of Buyer’s purchase order is expressly limited to the terms and conditions set forth in this purchase order and any relevant Supply Agreement (the “Supply Agreement”). This purchase order
shall be deemed to be accepted by Seller and to become a contract (a) upon receipt by Buyer of an acknowledgment of the purchase order being accepted by the Seller, (b) commencement by Seller of performance of the work
called for herein, or (c) shipment of any materials called for herein by Seller to Buyer. The word “material” as used herein means goods, parts, property and services furnished by Buyer to Seller. Any proposal for additional,
different or inconsistent terms or any attempt by Seller to vary in any degree any of the terms of this offer in Seller’s acceptance, any other documents or otherwise is deemed material and is hereby objected to and
rejected, but any such proposals shall not operate as a rejection of this offer, unless such variances are in the terms of the description, quantity, price or delivery schedule of the goods or services, and this offer shall be
deemed accepted by Seller without said additional or different terms. If this purchase order shall be deemed an acceptance of a prior offer by Seller, such acceptance is limited to the express terms set forth herein. The
Seller agrees that this purchase order contains the complete, exclusive and entire statement of the terms of the agreement and supersedes any previous oral or written representations, and no other agreement, understanding or
proposal, including, without limitation, provisions in Seller’s quotations, proposals, acknowledgments, invoices or other documents, which modifies or changes any term or condition of the purchase order, or includes any
other additional, different or inconsistent terms from those contained in this purchase order, shall be binding unless it has been reduced to writing and specifically accepted in writing by Buyer. No course of dealing, course of
performance or usage of trade shall be applicable unless expressly incorporated by this purchase order. Any clerical errors contained in this purchase order or in the Supply Agreement are subject to correction by Buyer.
Seller shall at all times comply in all respects with the terms of the then current version of Buyer’s “Supplier Manual,” located on Buyer’s website as such may be revised from time to time by Buyer at its sole discretion.

2. PURCHASES; PRICES – Buyer agrees to purchase from Seller, and Seller agrees to sell to Buyer, the materials specified on the purchase order or in the Supply Agreement, at the prices specified on the purchase
order or in the Supply Agreement, and on the other terms and conditions specified herein. Such prices shall constitute the full and complete prices for the materials, inclusive of all costs and expenses, including, without
limitation, those related to freight, handling, shipping, packaging, storage, taxes and all other fees and charges related to the materials and the delivery of the materials to Buyer (all of which shall be the sole
responsibility of Seller), and no additional charges of any type shall be added without Buyer’s express written consent. Seller warrants that the prices for the materials are no less favorable than those currently extended
to any other customer for the same or similar materials in similar or lesser quantities. Seller agrees to participate in and to provide materials in compliance with the requirements of any cost reduction program in which
Buyer is obligated by its customer(s) to participate. Buyer shall also receive the full benefit of all discounts, premiums and other favorable terms of payment customarily offered by Seller to its customers. In the event
Seller reduces its prices for the materials during the term of this purchase order, Seller agrees to reduce the prices to Buyer correspondingly. No price increases shall be effective unless agreed to in writing by Buyer.
All discounts shall be based on the full amount of each invoice. In addition to any other remedies that may be available to Buyer at law or equity, Buyer shall be entitled to an appropriate reduction in any relevant price
with respect to any shortages of materials ordered or any defective materials or materials that are rejected.

3. PAYMENT TERMS – Payments shall be made by Buyer on a net 60 day basis or as specified on this purchase order, after the later to occur of: (i) Buyer’s receipt of Seller’s invoice; and (ii) delivery of the materials
in question, in compliance with the terms of this purchase order, to Buyer F.O.B. at the Relevant Buyer Location. Each invoice shall specify the Purchase Order number.

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