Terms & Conditions

Customer Terms & Conditions

Terms & Conditions for Orders
Terms & Conditions for Quotations

Vendor Terms & Conditions

Terms & Conditions for Vendor Purchase
Supplemental Terms & Conditions to Purchase Orders Issued Under Government Contracts

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Customer Terms & Conditions

Vendor Terms & Conditions

Terms & Conditions for Orders

Kaydon Custom Filtration Corporation ("SELLER")

1) Scope. Prices quoted are for acceptance within thirty (30) days from date of quotation unless otherwise stated. The terms and conditions of sale set forth below apply to all quotations made and purchase orders accepted by SELLER.

2) Acceptance of Orders. All orders are subject to acceptance by authorized officials at SELLER's office in LaGrange, Georgia

3) Scheduling. Shipping dates are approximate and are based upon prompt receipt of all necessary information. Buyer shall furnish to SELLER written shipping instructions in sufficient time to permit SELLER to make shipment at SELLER 's option within any time or times herein specified for shipment. In the event of a delay in delivery due to any reason described in Section 16 below the delivery date shall be deterred for a period equal to the time lost by reason of delay. In the event such delay shall continue for more than two weeks then, at SELLER's option, the order will be deemed cancelled without liability to SELLER.

4) Quantities. SELLER reserves the right to ship quantities (or weight. as applicable) that are within ten percent (10%) of the quantity (or weight) specified by Buyer, and SELLER shall not be liable for any overshipment or undershipment within this limit. In the event of any overshipment within this limit, Buyer shall pay for the actual quantity (or weight) shipped.

5) Delivery and Transportation. SELLER's delivery dates are approximate. SELLER shall not be liable for delays in delivery or other defaults in performance of this order arising out of causes beyond SELLER's control. Unless otherwise agreed to in writing by SELLER, delivery of the products hereunder shall be made E.X.W. at the point of shipment with delivery to the initial carrier to constitute delivery to the Buyer. Title to products passes to Buyer and products are at risks of Buyer from and after delivery to the initial carrier. Transportation expenses will be paid by Buyer and risk of loss. Shortage, delay or damage to products in transit shall fall upon Buyer, whose responsibility it shall be to file claims with the carrier.

6) Terms of Payment. Invoices are due and payable (30) thirty days from the date of invoice unless other terms are shown on the face hereof. A 1 and 1/2% carrying charge will be applied to all past due amounts. If shipments are delayed by Buyer, payments shall become due on the date when SELLER is prepared to make shipment. If the work covered by the purchase order is delayed by Buyer, payments shall be made based on the purchase price and the percentage of completion. SELLER reserves the right to ship to its order and make collection by sight draft with bill of lading attached.

7) Taxes. Prices do not include foreign or domestic sales, use, excise or similar taxes. Consequently, in addition to the prices specified herein, the amount of any present or future sales, use, excise or other general or specific tax, or imports, duties or penalties or other governmental charges fixed or imposed by any lawful authority(s) upon or applicable to the production, sale, shipment, delivery or use of the products sold hereunder shall be added to the price and be paid by Buyer or, in lieu thereof, Buyer shall provide SELLER with a tax exemption certificate acceptable to the taxing authorities. If such tax is paid by SELLER, Buyer shall reimburse SELLER upon presentation of invoice.

8) Warranty. SELLER warrants the products manufactured by it to be free from defects in material and workmanship. This warranty terminates 18 months from date of invoice or 12 months from date of installation by the original purchaser, whichever comes first. The warranty on component and accessory items not Manufactured by Kaydon Corporation is that extended by the manufacturer of such items. No allowance will be granted for repairs or alterations made by Buyer without SELLER 's written approval. The warranty shall not be construed to cover the cost of any work done by Buyer on material furnished by SELLER or the cost of removal or installation of product. Products and parts not manufactured by SELLER are warranted only to the extent and in the manner that the same are warranted to SELLER by SELLER 's vendors and then only to the extent SELLER is able to enforce such warranty. There is no other warranty, expressed or implied in fact or by law.

THE FOREGOING STATES THE SOLE AND EXCLUSIVE WARRANTY OF BUYER AND THE SOLE AND EXCLUSIVE WARRANTY OF SELLER. THE WARRANTIES, STATED IN THIS PARAGRAPH ARE IN LIEU OF ALL OTHER WARRANTIES, WRITTEN OR VERBAL, STATUTORY, EXPRESSED OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WHICH ARE HERBY DISCLAIMED.

SELLER's agreement to sell the products is made upon the condition and agreement that, with respect to the products, there have been no representations or undertakings made by or on behalf of SELLER and SELLER makes no guarantees or warranties, expressed or implied, in fact or in law, except as expressly stated above.

9) Limitation of Liability. SELLER shall not be responsible, obligated, or liable for any injury or damage resulting from an application or use of its products, either singly or in combination with other products. SELLER'S SOLE LIABILITY FOR BREACH OF WARRANTY OR ANY OTHER CLAIM SHALL BE LIMITED TO REPAIR OR REPLACEMENT OF THE PRODUCTS OR RETURN OF THE PURCHASE PRICE, AT SELLER'S SOLE OPTION. SELLER shall NOT BE LIABLE FOR DAMAGES, INCLUDING BUT NOT LIMITED TO CONSEQUENTIAL OR SPECIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE PRODUCTS OR ARISING OUT OF ACCEPTANCE OF THIS ORDER.

10) Acceptance of Products. Products will be deemed accepted without any claim by Buyer unless written notice of non-acceptance is received by SELLER within 30 days of delivery if shipped E.X.W. point of shipment, or 10 days of delivery is shipped E.X.W. point of destination. Such written notice shall not be considered received by SELLER unless it is accompanied by all freight bills for such shipment, with agent's notations as to damages, shortages and conditions of equipment, containers and seals. Non-accepted products are subject to return policy stated below.

11) Return of Products. No products may be returned to SELLER without SELLER's prior written permission, which permission may be withheld by SELLER in its sole discretion.

12) Damages to Returned Products. If Buyer elects to return product(s) to SELLER for refurbishment. Buyer agrees to accept all risk of damage or destruction of such returned product(s), and SELLER shall not be liable for any failure or inability on the part of SELLER to complete refurbishment upon any such returned products.

13) Limitations of Actions. Irrespective of whether SELLER agreed to perform field start-up or any other service after the delivery of the product, all claims or actions must be brought within one (1) year of date of tender of delivery, or 18 months of Buyer's order. If no tender of delivery is made, notwithstanding any statutory period of limitation to the contrary

14) Patents. Buyer shall hold SELLER harmless against any expense or loss resulting from infringement of patents or trademarks arising from compliance with Buyer's design specifications or instructions

The sale of products or parts thereof by SELLER does not convey any license by implication, estoppel, or otherwise under patent claims covering combinations of these products or parts with other devices or elements.

15) Financial Responsibility. If in the sole judgment of SELLER the financial resources of Buyer become impaired or unsatisfactory at any time during the term of the agreement between the parties, then SELLER may require of Buyer a deposit or suitable security or margin for performance by Buyer in such amount or amounts from time to time as SELLER shall specify. Upon requirement of deposit, Buyer shall make such deposit not later than the close of SELLER 's next business day. If Buyer fails to make such deposit, then SELLER may at its option (1) cancel the agreement between the parties or the undelivered portion thereof, in which case Buyer agrees to pay SELLER the difference between the market price on date of cancellation and the contract price; (2) resell at any time for Buyer's account all or any undelivered por1ion of the products, in which case Buyer agrees to pay SELLER the difference between the resale price and the contract price, or (3) otherwise change the terms of payment. In the event Buyer shall be or becomes insolvent, or admits in writing Buyer's inability to pay Buyer's debts as they mature, or if Buyer shall make an assignment with creditors or if there are instituted by or against Buyer proceedings in bankruptcy or under any insolvency laws or for reorganization, receivership or dissolution, SELLER may terminate the agreement between the par1ies at any time and without notice.

16) Force Majeure. In the event of war, fire, epidemics, quarantine restrictions, flood, strike, labor trouble, breakage of equipment, accident, riot, the imposition of any government price control regulation or any other act of governmental authority, acts of God or other contingencies (whether similar or dissimilar to the foregoing) beyond the reasonable control of SELLER, interfering with the production, supply, transportation, or consumption practice of SELLER at the time respecting the products covered by the agreement between the parties or in the event of inability to obtain on terms deemed by SELLER to be practicable any raw material (including energy source) used in connection therewith, quantities so affected shall be eliminated from the contract without liability, but the contract shall otherwise remain unaffected. SELLER may during any period of shor1age due to any of these causes, allocate its supply of such raw material among its various uses therefore (e.g. manufacturing and sales) in such manner as SELLER deems practicable and allocate its supply of such products among such various uses thereof in any manner which SELLER deems fair and reasonable

17) Reasonable Attorney's Fees. In the event suit or other proceeding shall be brought for the recovery of the purchase price, or any unpaid balance or the breach by Buyer of any term of the agreement between SELLER and Buyer, Buyer shall pay to SELLER in addition to any damages provided by law, reasonable attorney's fees and costs of collection.

18) Security Title. Security title and right of possession of the products sold hereunder shall remain with SELLER until all payments due from Buyer to SELLER (including deferred payments whether evidenced by notes or otherwise) shall have been made in cash and Buyer agrees to do all acts necessary to perfect and maintain such security right and title in SELLER.

19) Cancellations. Buyer may cancel an order only upon written consent and upon payment to SELLER of cancellation charges, which shall take into account among other things expenses incurred and commitments already made by SELLER, and SELLER 's profit margin.

20) General.

(a) The agreement between Buyer and SELLER and matter connected with the performance thereof shall be construed in accordance with and governed by the law of the State of Georgia, as referenced in Section 2, as if it were executed and performed entirely within the State of Georgia, as referenced in Section 2, and shall be construed to be between merchants.

(b) Any assignment of the agreement between Buyer and SELLER or any rights or obligation of the agreement by Buyer without written consent of SELLER shall be void.

(c) Except as may be expressly provided to the contrary in writing the provisions of the agreement between Buyer and SELLER are for the benefit of the parties hereto and not for any other person.

(d) No waiver by SELLER of any breach of any provision of the agreement between Buyer and SELLER will constitute a waiver of any other breach.

(e) The terms and conditions set forth above contain all of the representations, stipulations warranties, agreements and understandings with respect to the subject matter of the agreement between Buyer and SELLER, and its execution has not been induced by any representation, stipulation, warranty, agreement or understanding (including any course of prior dealings between the parties hereto) of any kind other than those set forth above.

(f) No amendment, addition to, alternation, modification or waiver of all or part of the agreement between Buyer and SELLER shall be of any force or effect unless in writing and signed by SELLER. If the terms and conditions set forth above conflict with those of any purchase order of Buyer written in connection with the sale of the products or any portion thereof, then the terms set forth above shall govern.

21) Arbitration. Any controversy or claim arising out of or relating to the agreement between Buyer and SELLER, or the breach thereof, shall be settled in the State of Georgia, as referenced in Section 2, by arbitration in accordance with the Rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

KCFC-T&C 10/03

Terms & Conditions for Quotations

2) Acceptance of Orders. All orders are subject to acceptance by authorized officials at SELLER's office in LaGrange, Georgia

3) Scheduling. Shipping dates are approximate and are based upon prompt receipt of all necessary information. Buyer shall furnish to SELLER written shipping instructions in sufficient time to permit SELLER to make shipment at SELLER's option within any time or times herein specified for shipment. In the event of a delay in delivery due to any reason described in Section 16 below the delivery date shall be deterred for a period equal to the time lost by reason of delay. In the event such delay shall continue for more than two weeks then, at SELLER s option, the order will be deemed cancelled without liability to SELLER.

8) Warranty. SELLER warrants the products manufactured by it to be free from defects in material and workmanship. This warranty terminates 18 months from date of invoice or 12 months from date of installation by the original purchaser, whichever comes first. No allowance will be granted for repairs or alterations made by Buyer without SELLER's written approval. The warranty shall not be construed to cover the cost of any work done by Buyer on material furnished by SELLER or the cost of removal or installation of product. Products and parts not manufactured by SELLER are warranted only to the extent and in the manner that the same are warranted to SELLER by SELLER's vendors and then only to the extent SELLER is able to enforce such warranty. There is no other warranty, expressed or implied in fact or by law.

9) Limitation of Liability. SELLER shall not be responsible, obligated, or liable for any injury or damage resulting from an application or use of its products, either singly or in combination with other products. SELLER's SOLE LIABILITY FOR BREACH OF WARRANTY OR ANY OTHER CLAIM SHALL BE LIMITED TO REPAIR OR REPLACEMENT OF THE PRODUCTS OR RETURN OF THE PURCHASE PRICE, AT SELLER's SOLE OPTION. SELLER SHALL NOT BE LIABLE FOR DAMAGES, INCLUDING BUT NOT LIMITED TO CONSEQUENTIAL OR SPECIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE PRODUCTS OR ARISING OUT OF ACCEPTANCE OF THIS ORDER.

10) Acceptance of Products. Products will be deemed accepted without any claim by Buyer unless written notice of non-acceptance is received by SELLER within 30 days of delivery if shipped E.X.W. point of shipment, or 10 days of delivery is shipped F.O.B. point of destination. Such written notice shall not be considered received by SELLER unless it is accompanied by all freight bills for such shipment, with agent's notations as to damages, shortages and conditions of equipment, containers and seals. Non-accepted products are subject to return policy stated below.

11) Return of Products. No products may be returned to SELLER without SELLER's prior written permission, which permission may be withheld by SELLER in its sole discretion.

15) Financial Responsibility. If in the sole judgment of SELLER the financial resources of Buyer become impaired or unsatisfactory at any time during the term of the agreement between the parties, then SELLER may require of Buyer a deposit or suitable security or margin for performance by Buyer in such amount or amounts from time to time as SELLER shall specify. Upon requirement of deposit, Buyer shall make such deposit not later than the close of SELLER's next business day. If Buyer fails to make such deposit, then SELLER may at its option (1) cancel the agreement between the parties or the undelivered portion thereof, in which case Buyer agrees to pay SELLER the difference between the market price on date of cancellation and the contract price; (2) resell at any time for Buyer's account all or any undelivered por1ion of the products, in which case Buyer agrees to pay SELLER the difference between the resale price and the contract price, or (3) otherwise change the terms of payment. In the event Buyer shall be or becomes insolvent, or admits in writing Buyer's inability to pay Buyer's debts as they mature, or if Buyer shall make an assignment with creditors or if there are instituted by or against Buyer proceedings in bankruptcy or under any insolvency laws or for reorganization, receivership or dissolution, SELLER may terminate the agreement between the par1ies at any time and without notice.

20) General.

(b) Any assignment of the agreement between Buyer and SELLER or any rights or obligation of the agreement by Buyer without written consent of SELLER shall be void.

(c) Except as may be expressly provided to the contrary in writing the provisions of the agreement between Buyer and SELLER are for the benefit of the parties hereto and not for any other person.

(d) No waiver by SELLER of any breach of any provision of the agreement between Buyer and SELLER will constitute a waiver of any other breach.

KCFC-Q 10/03

Terms and Conditions for Vendor Purchase

This purchase order is an offer to Seller by buyer to enter into the purchase agreement it describes, hereinafter called the "Purchase Agreement", and upon acceptance shall be the complete and exclusive statement of the Purchase Agreement. The terms and conditions of the Purchase Agreement shall be those terms and conditions that are set forth on the Purchase order and in any document incorporated in the purchase order by reference. Any acceptance or acknowledgement of this purchase order or any shipment or delivery of the materials, goods, or services referred to in this purchase order shall constitute acceptance of the Purchase Agreement and assent to all of its terms and conditions. ACCEPTANCE OF THE PURCHASE AGREEMENT IS LIMITED TO ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS PURCHASE ORDER. ANY ADDITIONAL, DIFFERENCT, MODIFIED, OR OTHER TERMS OR CONDITIONS SET FORTH IN, OR SUGGESTED BY, ANY QUOTATION, ACCEPTANCE, ACKNOWLEDGEMENT, COMMUNICATION OR ACT OF SELLER, ARE OBJECTED TO BY BUYER AND SHALL NOT BE EFFECTIVE OR BINDING AS TO BUYER.

1) Invoices - Invoices not rendered in accordance with instructions will be returned and discount date based upon the date corrected invoice is received.

2) Inspection - Products and services are sold subject to Buyer's inspection notwithstanding prior payment to obtain cash discount, and Buyer's payment of invoices does not constitute acceptance of products or services furnished.

3) Changes - Buyer may at any time, by amendment or other writing signed by Buyer, shall have the right to make changes in the design (including drawings, materials and specifications), processing, method of packing and shipping, and the place of delivery of the work, materials, goods, and services. If such changes affect delivery schedules or the amount to be paid by the Buyer, Seller shall notify Buyer immediately and shall negotiate an equitable adjustment in good faith. Seller shall not make any change in the design, processing, packaging, shipping or place of delivery of the work, materials, goods and services without Buyer's prior written approval.

4) Cancellation - Buyer reserves the right to cancel without charge to Buyer if order is not shipped or filled as specified. In case of order calling for partial shipments, balance may be cancelled or suspended by Buyer if shipments are not made on date specified.

5) Rejection - Goods rejected because of failure to meet specifications or as a result of inferior quality or workmanship will be returned to Seller with charges for inbound and outbound freight plus labor, reloading, trucking, etc., and are not to be replaced except upon receipt of written instructions from Buyer.

6) Additional Charges - No charges of any kind will be allowed, including charges for boxing, packing or cartage, unless specifically agreed to by Buyer in writing.

7) Net Weight - When ordering by weight, price is to cover net weight of material unless otherwise specifically agreed to by Buyer in writing.

8) Quantities - Shipments must equal the exact amount (or weight, as applicable) ordered. Buyer may, in addition too any other remedies it may have, deduct the amount of any shortage from amounts otherwise due Seller, and may return the amount of any excess to Seller, at Seller's expense, deducting all expenses incurred (included handling charges) from amounts otherwise due Seller.

9) Advertising - Seller may not, without written consent of an official of Buyer, advertise or publish, in any manner, the fact that Seller has contracted to furnish the materials or services specified. For failure to observe this provision, Buyer shall have the right to cancel the contract resulting from Seller's acceptance of this order without further liability thereon.

10) Compliance with Laws - All work and material furnished shall conform to the requirements of the laws of the State/Country where the work is performed, to all applicable local or municipal laws and ordinances and to all applicable regulations of any public authority.

11) Fair Labor Standards Act - This order is placed on the express condition that the goods mentioned herein have not been produced, and will not be produced, in violation of any of the provisions of the "Fair labor Standards Act of 1938". Seller's invoices shall contain Seller's certification to this effect.

12) Indemnity - Seller shall indemnify and hold Buyer, its successors, assignees, customers, and users, harmless from any an all loss, damage or expense whatsoever, including attorney's fees and costs that may be incurred, and all incidental and consequential damages, as a result of any breach by Seller of any of the terms of this Purchase Agreement, or any loss, damage, or injury to persons or property arising out of Seller's performance hereunder.

13) Insurance - Where fulfillment of this Purchase Order requires Seller to perform work on Buyer's premises, Seller shall procure at Seller's own cost and keep in force, inform satisfactory to the Buyer:

(a) Workmen's compensation Insurance, providing for payment to the employees of Seller of compensation under the Workmen's Compensation laws of the state/country in which the work is being performed.

(b) Liability insurance covering public liability assumed hereunder, including contractor's liability for automobiles, trucks, trailer or other motor vehicles.

Evidence of such insurance, in policy or certificate form, shall be deposited with Buyer prior to commencement of the work. Coverage many not be reduced or discontinued without notifying buyer in writing prior to such change.

Where a subcontractor of Seller performs any part of this order, Seller shall similarly provide evidence of such insurance on behalf of such subcontractor to Buyer.

14) Subcontractors - Seller shall promptly apply all claims and demands for labor performed and for material, machinery, or fuel furnished in the performance of the work contemplated by this order, and shall fully protect and indemnify buyer against all such claims and against any and all such claims or debts on account of which liens might be obtained.

15) Proprietary Rights

(a) Seller represents and warrants that (i) the sale or use of the work, materials, goods or services subject to the Purchase Agreement and (ii) the sale or sue of the work, materials goods, or services subject to the Purchase Agreement in any combination in accordance with any specifications or recommendations of Buyer or Seller, will not infringe any patents, copyrights, industrial design rights or other proprietary rights of any other person or entity.

(b) Seller hereby grants to Buyer a perpetual nonexclusive, royalty free, irrevocable right and license to repair, rebuild and relocate and to have repaired, rebuilt and relocated the work, materials, goods or services subject to the Purchase Agreement.

(c) Seller hereby grants to Buyer a perpetual, irrevocable, nonexclusive, paid-up, worldwide license under each and every copyright of Seller that is applicable to any works or authorship fixed in any tangible medium of expression (including, but not limited to, drawings, prints, manuals, and specifications) furnished to Buyer in the course of Seller's activity hereunder, to reproduce the copyright work, to prepare derivative works based thereon, to distribute copies of the copyright work to the public, and to display the copyrighted work publicly, subject to other provisions hereof.

(d) All technical information disclosed heretofore or hereafter by Seller to buyer in connection with the work, materials, goods or services supplied under or pursuant to the Purchase Agreement is disclosed or will be disclosed on a non-confidential basis.

(e) Seller agrees, upon receipt of notification, to promptly assume full responsibility for the defense of any suit or proceedings which may be brought against Buyer, Buyer's agents or vendees, for alleged patent infringement, as well as for alleged unfair competition resulting from similarity in design, trademark, or appearance of the use or sale of any goods furnished on this order, and the Seller further agrees to indemnify buyer, and buyer's agents or vendees, against any and all expenses, loss, royalties, profits, and damages, including court costs and attorneys' fees, resulting from the bringing of such suit or proceedings and/or from any settlement decree or judgment therein. Buyer's own counsel in any such suit or proceedings may represent buyer if buyer so desires.

16) Insolvency - Buyer may terminate this order without liability, except for deliveries previously made or for articles or materials covered by this order then completed and subsequently delivered in accordance with the terms of this order if Seller ceases to conduct its operation in the normal course of business (including inability to meet its obligations as they mature) or if any proceeding under the Bankruptcy or insolvency laws is brought by or against the Seller, or a receiver for Seller is appointed or applied for, or an assignment for the benefit of creditors is made by Seller.

17) Nondiscrimination in Employment - During the performance of this contract, Seller shall:

(a) Not discriminate against any employee or applicant for employment because of race, creed, color or national origin. Seller will take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, creed, color, or national origin. Such action shall included but not be limited to the following: employment: upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. Seller shall post in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of this nondiscrimination clause.

(b) State that all qualified applicants will receive consideration for employment without regard to race, creed, color, or national origin, in all solicitations or advertisements for employees placed by or on behalf of the contractors.

(c) Send to each labor union o4r representative or works with which Seller has a collective bargaining agreement or other contract or understanding, a notice, to be provided by the agency contracting officer, advising the labor union or workers' representative of the contractor's commitments under Section 202 of Executive Order No. 11246, as amended; in Section 402 of the Vietnam Era Veterans Readjustment Assistance Act of 1974; in Section 503 of the Rehabilitation Act of 1973, as amended; and the implementing rules and regulations of the Secretary of Labor pertaining to the above, are incorporated herein by specific reference.

(d) Comply with all provisions of Executive Order No. 112346 of September 24, 1965, as amended and by the rules, regulations and orders of the Secretary of Labor or pursuant thereto, and will permit access to Seller's books, records, and accounts by the contracting agency and the Secretary of Labor for purposes of investigation as to compliance with such rules, regulations, and orders.

(e) Include the provisions of Paragraphs (a) through (f) in every subcontract or purchase order unless exempted by rules, regulations or orders of the Secretary of Labor issued pursuant to Section 204 of Executive order No. 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. Seller will take such action with respect to any subcontract or purchase order as the contracting agency may direct as a means of enforcing such provisions, including sanctions for noncompliance. Provided, however, that in the event Seller becomes involved in, or is threatened with litigation with a subcontractor or vendor as a result of such direction by the contracting agency, Seller may request the United States to enter into such litigation to protect the interests of the United States.

In the event of Seller's noncompliance with the nondiscrimination clauses of this contract or with any of such rules, regulations or order, this contract may be cancelled, terminated or suspended in whole or in part and Seller may be declared ineligible for further Government contracts in accordance e with procedures authorized in Executive Order No. 11246 of September 24, 1965, or by rules, regulations, or order of the Secretary of Labor, or as otherwise provided by law.

18) Transportation - All work, materials, and goods subject to the Purchase Agreement shall be transported F.O.B. Buyer's facility unless otherwise agreed.

19) Delivery Schedule - Buyers' production schedules are based upon the agreement that materials will be delivered to Buyer on the dates specified; time is therefore of the essence. If deliveries are not made at the time agreed upon, Buyer may terminate this Purchase Agreement or purchase elsewhere and hold Seller accountable for any loss or damage to Buyer. Buyer may, but shall not be obligated to, return to Seller, as Seller's expense, any materials and goods shipped to Buyer in advance of schedule. Any such returned materials and goods shall be transported to Seller F.O.B. Buyer's facility. Buyer may from time to time and with reasonable notice change or temporarily suspend its delivery schedule.

20) Force Majeure and Delays in Delivery - Buyer shall not be liable for a failure to perform that arises from causes or events beyond its reasonable control and without its fault or negligence, including labor disputes of any kind, and may terminate this Purchase Agreement upon such a cause or event. In the event of a delay in performance by Seller, Buyer may, but shall not be obligated to, acquire possession of any finished work, work in process, and the materials and goods, which Seller produced or acquired in accordance with he Purchase Agreement. If Buyer elects to acquire possession of such property, Seller shall immediately transport the same to Buyer pursuant to the Purchase Agreement. Notwithstanding anything expressed or implied to the contrary in the Purchase Agreement, if for any reason Seller does not substantially comply with Buyer's delivery schedule, buyer, in addition to any remedies provided by law, at its option may either approve a revised delivery schedule or terminate the Purchase agreement. In the event buyer terminates the Purchase Agreement, Seller shall promptly refund all payments made in advance.

21) Warranty - SELLER REPRESENTS AND WARRANTS THAT ALL WORK, MATERIALS, GOODS AND SERVICES SOLD AND DELIVERED UNDER THE PURCHASE AGREEMENT (A) CONFORM TO ALL APPLICABLE SPECIFICATIONS, DRAWINGS, SAMPLES, OR OTHER DESCRIPTIONS; (B) ARE FIT AND SUFFICIENT FOR THE PARTICULAR PURPOSE INTENDED; (C) ARE OF GOOD MATERIAL AND WORKMANSHIP; (D) ARE MERCHANTABLE; AND (E) ARE FREE FROM ACCEPTANCE, OR PAYMENT BY BUYER OF ANY WORK, MATERIALS, GOODS, OR SERVICES SUBJECT TO THE PURCHASE AGREEMENT, AND THE SAME MAY BE REJECTED BY BUYER IF THEY FAIL TO CONFORM AND RETURNED TO SELLER AT SELLER'S EXPENSE, AND REPAIRED OR REPLACED PROMPTLY, AT BUYER'S ELECTION, IN ADDITON TO ANY OTHER REMEDIES BUYER MAY HAVE HEREUNDER OR OTHERWISE.

22) Inspections and Rejections - All inspections of materials provided shall be at Buyer's premises. Buyer, at its option, may reject and return at Seller's expense, or retain and correct, any work, materials, goods, or services supplied to it under the Purchase Agreement that do not meet the requirements of the Purchase Agreement. If Buyer elects to retain and correct, Seller shall in good faith advise Buyers as to the appropriate method of correction. Seller shall reimburse Buyer for all expenses resulting from or associated with Buyer's rejection, or retention and correction. Buyer's payment of all or any part of the purchase price prior to Buyer's inspection and approval of any materials, goods, or services subject to the purchase Agreement shall not constitute a waiver of any of Buyer's rights hereunder.

23) Buyer's Property - Unless otherwise specifically agreed to by Buyer in writing, all tools, equipment, dies, jigs, fixtures, or materials of every description furnished to Seller by Buyer or specifically paid for by Buyer and any replacement thereof, and any materials affixed or attached thereto, shall be and remain the property of Buyer. Such property, and whenever practical each individual item thereof, shall be plainly marked or otherwise adequately identified by Seller as the property of Buyer and shall be safely stored separate and apart from Seller's property. Seller shall not substitute any property for Buyer's p[property and shall not use such property except in foiling Buyer's orders. While such property is in Seller's custody or control, Seller shall be responsible for its care and for any loss or damage there to (excluding normal wear and tear). Such property shall be held at Seller's risk and shall be kept insured by Seller at Seller's expense in an amount equal to the replacement cost with loss payable to Buyer. Such property shall be subject to removal at Buyer's written request, in which event Seller, at its own cost and expense, shall prepare such property for transport to Buyer (F.O.B. Buyer's facility, unless otherwise agreed) and shall redeliver such property to Buyer in the same condition as originally received by Seller, reasonable wear and tear excepted.

24) Non-Assignment - Neither the Purchase Agreement, any interest there in, nor any payment due or to become due hereunder shall be assigned or subcontracted by Seller, without the prior written consent of the Buyer. Any such assignment or subcontracting by Seller, without such consent shall be void. Buyer may assign all of its rights and duties under the Purchase Agreement to a parent, subsidiary, or affiliated company without the consent of the Seller.

25) Work at Buyer's or its Customers' Premises - If Seller's work under the Purchase Agreement involves operations by Seller, its agents, employees or subcontractors on the premises of Buyer or one its customers, Seller shall take all necessary precautions to prevent the occurrence of any injury to person or property during the progress of such work, and except to the extent that any such injury is due solely and directly to
buyers' or its customers' negligence, as the case may be, shall indemnify Buyer, as provided in section 12 above, against all losses which may result in any way from any act or omission of Seller, its agents, employees, or subcontractors.

26) Applicable law - This Purchase Agreement shall be construed and governed by the laws of the state of the Buyer's issuing office.

27) Waiver - the failure of Buyer at any time or from time to time to promptly enforce any of the provisions of the Purchase agreement shall not be construed as a waiver of such provisions with respect to Seller's act or failure to act to which such failure to enforce related, or to any subsequent act or failure to act, and Buyer shall the right to enforce each and every such provision at any time.

28) Modification - Except as otherwise expressly provided in the Purchase Agreement, neither the Purchase Agreement nor any of its terms and conditions may be modified or amended except in writing and signed by the party sought to be bound thereby.

29) Packing, Marking, and Shipping - Seller, at its own cost and expense, shall pack and ship all work, materials and good in accordance with the requirements of buyer, and the carrier transporting the same. Seller shall mark each package in accordance with the instructions of Buyer and the carrier transporting the same. Seller will reimburse Buyer for costs incurred as a result of improper packing, marking, routing, or shipping.

30) Packing Slips and Bills of Lading -

(a) Seller shall obtain a straight bill of lading from the carrier of any work, materials or goods under the Purchase Agreement and shall include on each packing slip and bill of lading the number of the Purchase Agreement and the location of the destination facility.

(b) Seller shall include a numbered master packing slip with each shipment and the slip shall be included in one of the packages, which shall be marked, "Packing Slip Inside".

(c) Seller shall retain the original bill of lading for two years from the date of shipment unless otherwise directed by Buyer in writing.

(d) Certifications and/or certificates of compliance shall be included with each shipment per the Buyer's instructions.

31) Export/Import - for each international shipment, Seller shall include a priced invoice with the master packing slip and upon request shall furnish all other required export/import documents. Export credits and custom drawbacks shall belong to buyer or its designee. Upon request, Seller shall furnish a satisfactory form for all documents required to obtain export credits and customs drawbacks or to satisfy any other government requirement, including certificates that identify the country of origin of the materials used in these supplies and the value added in each country.

32) Termination at Option of Buyer - In addition to any other rights of termination set forth in the Purchase Agreement, buyer shall have the rights of termination that follow:

(a) Buyer may terminate its obligations under the Purchase Agreement, in whole or in part, at any time, by a written notice of termination to Seller. Buyer shall have such right of termination notwithstanding the existence of an excusable delay under the Purchase Agreement.

(b) Upon receipt of the notice of termination described in subsection (a), Seller, unless otherwise directed by buyer in writing, shall (i) terminate promptly all work under the Purchase Agreement; (ii) transfer title and deliver to buyer the finished work, the work in process, and the materials and goods which seller produced or acquired in accordance with the Purchase Agreement and which Seller cannot use in producing goods for itself or others; (iii) settle all claims by subcontractors for actual costs that are rendered unrecoverable by such termination; and (iv) take action reasonably necessary to protect property in Seller's possession in which Buyer has an interest.

(c) Subject to subsection (e), upon termination by Buyer under this Section, Buyer's liability to Seller shall consist solely of (i) the purchase price for all finished work and completed services which conform to the requirements of the Purchase Agreement; (ii) Seller's actual cost of work in process and materials and goods transferred to Buyer in accordance with subsection (b)(ii) hereof; (iii) Seller's actual costs of settling claims by subcontractors of subsection (9b)(iii) hereof; and (iv) Seller's actual cost of carrying out its obligations of subsection (b)(iv) hereof. Notwithstanding anything express or implied herein to the contrary, Buyer's liability under this subsection (c) shall not exceed that which Buyer would have had to Seller in the absence of termination.

(d) Seller shall furnish to buyer, within one month after the date of termination, Seller's termination claim, which consist exclusively of the items of Buyer's obligations to Seller that are listed in subsection ( c) hereof. Buyer may audit Seller's records before or subsequent to payment, to verify amounts requested in Seller's termination claim.

(e) Buyer shall not be liable to Seller for any amounts whatsoever if Buyer terminates the Purchase Agreement because of Seller's default.

33) Taxes - Except as otherwise provided in the Purchase Agreement, the contract price includes all applicable Federal, State, or local taxes applicable to materials provided by Sellers.

34) Setoffs and Counterclaims - All claims for moneys due or to become due from Buyer are subject to deduction by buyer for any setoff or counterclaim arising out of this Purchase Agreement or any other agreement between buyer and Seller.

35) Supplementary Information - Any specifications, drawings, notes, instructions, engineering notices or technical data referenced in this Purchase Agreement shall be deemed to be incorporated by reference as it is fully set forth, and Seller shall refer to Buyer for decision or instruction or interpretation in case of any discrepancies or questions.

36) Title to Drawings and Specifications - Buyer shall retain title to all drawings and specifications provided by buyer to Seller. Seller shall use such drawings and specifications only in connection with this Purchase Agreement and shall keep all such drawings and specifications confidential. All such drawings and specifications shall be returned to Seller upon termination of this Purchase Agreement or at buyer's request.

37) Severability - If any part of this Purchase Agreement is found to be void, unenforceable or contrary to law, such a finding shall not affect the enforceability of this Purchase Agreement, which shall be enforceable in accordance with its terms.

38) Headings - The headings included in this Purchase Agreement are included for reference purposes only and shall not affect the interpretation.

39) Acceptance - The Purchase Order may be withdrawn by Buyer at any time prior to receipt at Buyer's plant of Seller's acceptance of same. Any written acknowledgement of receipt of such order shall be considered by Buyer to be an acceptance unless it is therein stated otherwise.

40) Arbitration - Any controversy or claim arising out of or relating to the agreement between buyer and Seller, or the breach thereof, shall be settled in buyer's accepting offices by arbitration in accordance with the Rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

Supplemental Terms and Conditions to Purchase Orders Issued Under Government Contracts

In the event this order is issued for material and/or work required by Buyer for the performance of a contract with a department or agency of the Federal Government or of a subcontract of any tier under such government contract, as noted on the face of this order, the following supplemental terms and conditions shall be applicable. These supplemental terms and conditions are in addition to and not in lieu of any of the other terms and conditions of this order, but to the extent that there are inconsistent with the printed general terms and conditions, the supplemental terms and conditions shall govern, except as otherwise specifically provided herein.

1) Inspection - All material and work including raw materials and end products shall be subject to inspection and test by the Buyer and the Government to the extent practicable at all times and places, and the plants of Seller and its subcontractors of any tier shall be subject to inspection by Buyer and Government. The exercise of this right of inspection and test, however, shall in no way relieve Seller of its obligation to furnish all material and work in strict accordance with this order in case any material or work is found to be defective, not withstanding final inspection and approval by buyer. Buyer shall have this right to reject the same or require that it be corrected or replaced promptly. If inspection and tests are made on the premises of Seller or any subcontractor of Seller, Seller or such subcontractor shall furnish without additional charge all reasonable facilities and assistance for the safe and convenient inspection and tests required. All inspections and tests shall be performed in such manner as to not delay the work unduly.

2) Approval as to Source of Subcontracts - Unless Buyer otherwise advises in writing, all subcontracts for completed or substantially completed articles, spare parts, tools or work covered by this order must be approved as to source by the buyer, and also if required by the Government, by the Government Contract Officer.

3) Examination of Records

(a) Unless this order is a firm fixed price order not in excess of twenty five hundred dollars 9$2,500.00), Seller agrees that its books, records, documents, and other evidence pertinent to the performance hereof shall, at all reasonable times until the expiration of three years after final payment hereunder, be subject to examination and audit by an authorized representative of the government and/or Buyer. If this order is on other than a firm fixed price basis, the substance of the subparagraph, including this sentence, shall be included in Seller's subcontractors of any tier.

(b) Seller agrees that the Comptroller General of the United States or any of his duly authorized representative shall, until the expiration of three years after final settlement under this order, have access to and the right to examine any directly pertinent books, documents, paper and records of Seller and its subcontractors of any lower tier involving transactions related to this order.

4) Government Furnished Property - If any Government property is furnished Seller in connection with performance of this order, title thereto shall remain with the Government and the Government shall have access there in at all reasonable times. Seller shall return such property in the condition in which it was received except for reasonable wear and tear and except to the extent that such property has been incorporated in articles delivered per this order or has been consumed in normal performance of this order. Seller shall comply with the provisions of the Manual for Control of Government Property in Possession of Contractors which manual is hereby incorporated herein by reference.

5) Approval for Premium Wage Payment - If this order is placed on a cost plus fixed fee incentive price, target price subject to predetermination, or on other than a fixed price basis, the following provision shall apply. The Seller shall not perform over time extra pay shift or multi-shift work under or in connection with this order for which premium compensation is required to be paid, unless approved in writing by the Buyer. In the event of failure to obtain such approval, premium compensation payments will not be recognized in making any price adjustment under any provision of this order pertaining to adjustment of prices.

6) Use of Tooling and Data for U. S. Government - Upon prior written notification to Buyer, Seller is authorized under Articles 6(b) and 12 of the terms hereof to use such special tooling and data in the production of items similar to those called for by this order for direct sale to the United States Government if (i) the United States Government has the right under its prime contact with Buyer to authorize such use by Seller, and (ii) such use will not interfere with the Seller's timely performance of this or other orders from Buyer in effect at the time, and (iii) to the extent practicable, Seller prominently identifies each such items as being manufactured by Seller for direct sale to the United States Government.

7) Arbitration (Applicable if this Order Exceeds $10,000.00) - Any dispute, controversy, or claim arising out of or relating to this Agreement or the breach thereof, which is not disposed of by an agreement between the parties, shall be decided by the Buyer. Provided, however, should said decisions be unsatisfactory to the Seller, the Seller shall so notify the Buyer within thirty (30) days from the date of the Buyer's decision and said dispute, controversy or claim, shall be submitted to a Board of arbitration consisting of one member appointed by buyer, one member appointed by Seller, with such appointments to be made within fifteen (15) days from the date of notification; and a third member appointed by the two arbitrators as aforesaid with such appoint to be made within fifteen (15) days from the date of the last appointment be either the Buyer or Seller. Said arbitration shall be conducted and be in accord with Section 2711 at seq. of the Revised Code of the State of Ohio. Pending final decision of the Arbitration Boards, the Sell shall proceed diligently with the performance of the contract in accordance with the buyer's decision.