ACCEPTANCE AND COMPLETE AGREEMENT. This order
is Buyer’s offer to Vendor/Seller and is not an acceptance by Buyer of
any offer to sell by Vendor/Seller or of any terms and conditions
contained in any such offer. Acceptance of this offer by
Vendor/Seller should be made by (a) executing and returning the
acknowledgement copy, or (b) delivering any of the goods
ordered herein or (c) rendering any of the services ordered
herein. Any additional or different terms proposed by Vendor/Seller
are objected to and rejected unless expressly assented to in
writing by Buyer. This order is a complete and exclusive
statement of the terms and conditions of the agreement
between Vendor and Buyer.

  1. PACKING AND SHIPPING. All goods shall be packed, rated
    and braced to prevent damage or deterioration in accordance
    with Uniform Freight Classification Rules and Regulations
    and Carrier Tariffs. No charges will be paid by Buyer of
    preparation, packing, crating or cartage unless separately
    stated in the order. All shipments to be forwarded on one
    day via one route shall be consolidated and shipped to
    protect lowest transportation charge.
  2. CANCELLATION. Time is of the essence in this order.
    Buyer reserves the right to cancel this order, or any portion of
    this order, without liability, if; (1) delivery is not made when
    and as specified; (b) Vendor or Seller fails to meet contract
    commitments as to exact time, price, quality or quantity; (c)
    Seller ceases to conduct its operation in the normal course of
    business; (d) Seller is unable to meet its obligations as they
    mature; (e) proceedings are instituted against Seller under
    the bankruptcy laws or any other laws relating to the relief of
    creditors; (f) a receiver is appointed or applied for by Seller;
    or (g) any assignment is made by Vendor for the benefit of
    creditors. Buyer also reserves the right to cancel for any
    other reason permitted by the Uniform Commercial Code
    then in effect in the state where Buyer has signed this order.
  3. INVOICE AND PAYMENT. A separate invoice shall be
    issued for each shipment. Unless otherwise specified on this
    order, no invoice shall be issued prior to shipment of the
    goods and no payment shall be made prior to receipt of both
    the goods and a correct invoice. Applicable discount periods
    shall be computed from the date of receipt of the goods and
    a correct invoice to the date Buyer’s check is mailed. Unless
    freight and other charges are itemized, discount shall be
    taken on the full amount of invoice.
  4. WARRANTIES. Seller warrants that:
    a. Price. The prices for the goods 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 comparable or less quantities.
    b. Quality. All goods delivered under this order will
    conform to the requirements of this order (including
    all applicable descriptions, specifications, and
    drawings), will be free from defects in material and
    workmanship and will, to the extent not
    manufactured pursuant to detailed designs
    furnished by Buyer, be free from defect in design
    and fit for the intended purposes, and Seller’s
    warranties and any more favorable warranties,
    service policies, or similar undertakings of Seller
    shall be enforceable by Buyer’s customers and the
    users of Buyer’s goods, as well as by Buyer;
    c. Compliance with Laws. In the performance of this
    order, Seller will comply with all applicable Federal,
    State, and local laws and ordinances and all lawful
    orders, rules and regulations thereunder, including
    the Fair Labor Standards Act, 1938, as amended (29
    U.S.C. Sec 201-219), the Walsh-Healey Public
    Contracts Act, as amended (41 U.S.C. Sec 34-45),
    the Contract Work House Standards Act (40 U.S.C.
    Sec. 327-330), Occupational Health and Safety Act
    (Pub L 91-596), and all lawful rules and regulations
    thereunder, and, on its invoice or in other form
    satisfactory to Buyer, Seller shall submit certification
    with all applicable requirements of Sections 6, 7 and
    12 of the Fair Labor Standards Act, as amended, and
    of regulations and orders of the U.S. Department of
    Labor issued under Section 14 thereof.
  5. INDEMNITY AND INSURANCE
    a. Patent Indemnity. Seller, at its expense, shall
    protect, defend and indemnify Buyer, Buyer’s
    customers, and the users of Buyer’s goods against
    all claims and proceedings alleging infringement of
    any United States or foreign patent by any goods
    delivered under this order, and Seller shall hold them
    harmless from any resulting liabilities and losses,
    provided Seller is reasonably notified of such claims
    and proceedings. Seller’s obligation shall not apply
    to goods manufactured pursuant to detailed designs
    furnished by Buyer nor to any infringement arising
    from the use or sale of goods in combination with
    goods not delivered by Seller if such infringement
    would not have occurred from the use or sale of such
    goods solely for the purpose for which they were
    designed or sold to Buyer. Seller’s obligation shall
    extend to the U.S. government only if and to the
    extent Buyer has agreed to indemnify the U.S.
    Government.
    b. General Indemnity. Seller, at its expense, shall
    indemnify Buyer and save Buyer harmless from any
    and all liability, demands, causes of action or claims,
    whether well founded or otherwise, including the cost
    of defending the same, for bodily injury to any person
    or damage to property, either real or personal, of any
    person whomsoever in any way arising out of, in the
    course of, or in connection with the goods or services
    purchased hereunder or the operations of the Seller
    in carrying out the provisions and terms of this
    Agreement.
    c. Insurance. Seller shall maintain such public
    liability insurance, including products liability,
    completed operations, contractors liability and
    protective liability, automobile liability insurance
    (including non-owned automobile liability) and
    Workmen’s Compensation, and employer’s liability
    insurance as will adequately protect Buyer against
    such damage, liabilities, claims, losses and
    .
    expenses (including attorney’s fees) as are
    described in this paragraph 6. Seller agrees to
    submit certificates of insurance evidencing its
    insurance coverage when requested by Buyer.
  6. INSPECTION AND REJECTION. All goods, except goods
    inspected and accepted by the government at source for
    direct shipment to the government, are subject to final
    inspection and acceptance by Buyer at destination
    notwithstanding any payment or prior inspection at source.
    Such inspection will be made or prior inspection at source.
    Such inspection will be made within a reasonable time after
    receipt of goods.
    Buyer shall notify Seller if any goods delivered hereunder are
    rejected, and at Buyer’s election and Seller’s risk and
    expense, such goods shall be held by Buyer or returned to
    Seller. No replacement or correction of nonconforming
    goods shall be made by Seller unless agreed to in writing by
    Buyer.
  7. CHANGES AND DISCREPANCIES. Any discrepancies,
    omissions or lack of clarity in drawings, specifications, or
    purchase orders, must be referred to the Buyer for written
    interpretation before this order is processed. Buyer shall
    have the right at any time before completion of the order, to
    make changes in quantities, in drawings and specifications,
    in delivery schedules, and in methods of shipment and
    packaging. If such changes cause an increase or decrease
    in price or in the time required for performance, Seller shall
    promptly notify Buyer thereof in writing and equitable
    adjustment shall be made. Changes shall not be binding
    upon Buyer unless evidenced by a purchase order change
    notice and issued and signed by Buyer.
  8. FORCE MAJEURE. Seller shall not be liable for any delay or
    failure to deliver any or all of the goods covered by this
    purchase order in the event of delay or failure caused by
    governmental regulations, labor disputes, strikes, war, riots,
    insurrection, civil commotion, mobilization, explosion, fire,
    flood, accident, storm or any act of God, failure of crops or
    supplies, delays of common carriers, embargoes, or other
    causes beyond Seller’s reasonable control. Similarly, Buyer
    shall not be liable for failure to take delivery of the goods for
    any of the above causes, or other causes beyond Buyer’s
    reasonable control if they render it commercially
    impracticable for Buyer to receive or use the goods on a
    timely basis. Where only a part of Seller’s capacity to
    perform is excused under this paragraph, Seller must
    allocate production and deliveries among itself and its
    various customers then under contract for similar goods
    during the period. The allocation must be made in a fair and
    equitable manner. Where either Seller or Buyer claims an
    excuse of nonperformance under this paragraph, it must give
    notice in writing to the other party. Seller shall not be
    obligated to sell nor Buyer obligated to purchase at a later
    date that portion of the goods that Seller is unable to deliver
    or Buyer is unable to receive or use because of any of the
    aforementioned causes. No goods are to be tendered by
    Seller after expiration of the terms specified in this purchase
    order without consent of Buyer.
  9. REQUIREMENTS FOR FEDERAL SUBCONTRACTORS.
    Seller shall comply with all Federal requirements applicable
    to Federal subcontractors, including without limitation those
    requirements relating to equal employment opportunity,
    minority business subcontracting, small business
    subcontracting, labor surplus area subcontracting and clean
    air and water, and at the request of Buyer, Seller shall
    execute and shall be bound by any certifications or
    agreements incorporating such requirements in forms
    approved by Buyer.
  10. ASSIGNMENTS. No assignment of any rights, including
    rights to money due or to become due hereunder, or
    delegation of any duties under this order shall be binding
    upon Buyer until its written consent has been obtained.
  11. INSTALLATION. If this order requires Seller to furnish
    services of its supervisor expert or other employee in
    connection with the installation or any other matter under this
    order to perform work on Buyer’s premises, Seller agrees,
    whether or not a separate charge is made therefore, that
    such supervisor, expert or other employee of Seller, in
    performing such services, is not and shall not be deemed to
    be the agent or employee of Buyer. Seller assumes full
    responsibility for its acts and omissions and agrees to save
    Buyer harmless from any claims whatever arising therefrom.
    Seller assumes exclusive liability for any payroll or other
    taxes imposed upon the employer by an Federal or State law.
  12. DECLINE IN PRICE. Buyer shall be protected against
    declining prices on the undelivered portion of this order.
    Seller may elect to meet price reductions of other
    vendors or its own lower prices to other purchasers, but
    if Seller should refuse to do so Buyer shall have the right
    to cancel any or all of the balance due on this order
    without cost to Buyer.
  13. NOTICE OF LABOR DISPUTE. Whenever Seller has
    knowledge that any actual or potential labor dispute may
    delay this order, Seller shall immediately notify and submit all
    relevant information to Buyer. Seller shall insert the
    substance of this entire clause, in any subcontract hereunder
    as to which a labor dispute may delay this order. However,
    any subcontractor need give notice and information only to its
    next higher tier contractor.
  14. CLEARANCE OF MATERIALS INTENDED FOR PUBLIC
    RELEASE. No news release, including photographs and
    film, advertisements, public announcement, denial or
    confirmation of same or any part of the subject matter of
    this order or any phase of any program thereunder shall
    be made without prior written approval of Buyer.
  15. APPLICABLE LAW. This order shall be governed by the
    Uniform Commercial Code of the State in which Buyer
    has executed this order.
  16. WAIVER. The right of Buyer to require strict performance
    of this order shall not be affected by any prior waiver of
    course of performance.
  17. SUPPLEMENTAL TERMS. The supplemental terms
    attached hereto, if any, shall constitute a part of this order.