TERMS AND CONDITIONS OF PURCHASE

ACCEPTANCE AND MODIFICATION:

This Purchase Order is Purchaser's offer to Seller, and when accepted, either by written acknowledgment, as hereinafter set forth, or by performance, shall become a binding contract, subject to the terms and conditions hereof, shall constitute the entire agreement between the Purchaser and Seller; shall supersede any other agreements or understandings made prior to the date of this Purchase Order, and shall not be modified thereafter in any way except in writing, signed by Purchaser. ACCEPTANCE BY SELLER IS LIMITED TO THIS PURCHASE ORDERAND TO THESE TERMS AND CONDITIONS. In the event that Seller shall acknowledge receipt of this Purchase Order by any means other than by performance, then any terms arising therefrom, or contained in any document from Seller, shall be considered by Purchaser to be in conflict with the terms or conditions contained herein, are hereby rejected, and shall have no binding effect on the Purchaser unless the Purchaser shall agree, in writing, to accept the same.

CONTAINERS:
All drums, carboys or other containers to be returned to Seller must be shipped by Seller on a no charge or consignment basis. Purchaser will pay for only such containers as are not returned within a reasonable time. No charges will be allowed for boxing containers or cartage unless agreed upon in writing.

INVOICES:
Unless otherwise specified in this Purchase Order invoices must be rendered in duplicate, and must be mailed not later than the day following shipment to Purchaser at the address given on reverse side, attention Purchasing Department.

SHIPPING INSTRUCTIONS:
Original Bill of Lading must be mailed not later than the day following shipment, marked for attention of Traffic Department, unless otherwise instructed. Purchaser shall have the right at any time to specify the Carrier or method of transportation, and agrees to compensate Seller for the excess cost of any such specified transportation over the transportation cost for shipment in the manner designated in this Purchase Order.

PRICES:
If price is not stipulated, this Purchase Order is not to be filled at any price higher than last previously quoted or charged by Seller WITHOUT WRITTEN AUTHORIZATION FROM PURCHASER. Seller warrants that prices to be charged for articles or materials on this Purchase Order are no higher than prices charged other customers of Seller who purchase a comparable volume of articles or materials of like or substantially like grade and quality. Seller further warrants that said prices are not in excess of the maximum established by any applicable regulation or order issued by any Government agency.

SPECIFICATIONS AND DELIVERY:
Approval of a sample by Purchaser will not relieve Seller of responsibility of furnishing parts or material ordered herein to blueprints and/or specifications furnished by Purchaser. In no event shall Purchaser be liable for materials processed in excess of the quantity specified in this Purchase Order. Any over shipments are made at Seller’s responsibility, and Purchaser reserves the right to reject and return same at Seller’s expense. Whenever requested to do so, by written instructions or blueprint notation, Seller will mark the goods covered by this Purchase Order in the manner specified by the Purchaser. Seller agrees to pay whatever additional cost, expense, loss or damage the Purchaser sustains as a result of delays in shipment, unless the delay is due to unforeseeable causes beyond the control and without the fault or negligence of Seller.

INSPECTION:
Material found defective on inspection may be returned by Purchaser for full credit, all transportation and inspection charges to be borne by Seller.

CANCELLATIONS/CHANGES:
(a) Purchaser shall have the unrestricted right to terminate this Purchase Order at any time in whole or in part upon written notice to Seller. Upon termination by Purchaser under this subparagraph 8(a), Purchaser shall pay Seller the following amounts without duplication: (1) the Purchase Order price for all supplies or services which have been completed and delivered to Purchaser in accordance with this Purchase Order, and materials as detailed in the fabrication authorization and material authorization on the supplier release schedule; (2) the actual costs incurred (exclusive of profits) by Seller, in accordance with this Purchase Order, and releases thereof, which are properly allocable or apportionable under generally accepted accounting practices to the terminated portion of this Purchase Order, including the cost of discharging liabilities which are so allocable or apportionable; and (3) the reasonable costs of Seller in protecting property in which Purchaser has or may acquire an interest. Payments made under subparagraph 8(a), exclusive of payments under subdivision 8(a)(3), shall not exceed the aggregate price specified in this Purchase Order, less payments otherwise made, or to be made.
(b) Time is of essence in this Purchase Order. Purchaser may cancel this Purchase Order, or any part thereof, if the goods ordered are not delivered within the time specified herein. In the event of cancellation under the provisions of this subparagraph 8(b), Purchaser shall not be liable to Seller if the delay or failure to deliver is attributable to the act or omission of Seller.
(c) Purchaser at any time may make changes to the quantities ordered or in the specifications or drawings relating to the products or make any other changes it deems necessary to its Purchase Order, in which event an equitable adjustment will be made to the price, time of performance and/or other provisions of this Purchase Order required to be changed thereby. Seller agrees that it must make any claim for adjustment within fifteen (15) days from the date of receipt by Seller or such change.

PATENTS:
(a) Unless the products furnished hereunder are of Purchaser's design, Seller warrants and represents that said products and their sale or use, alone or in combination with other products, will not infringe any U.S. or foreign patents and agrees to defend, protect and save harmless Purchasers, its successors, assigns, customers and users of its products, against all suits and from all costs, damages, expenses (including without limitation, reasonable attorneys’ fees), claims and demands resulting from any actual or alleged Infringement involving the products furnished hereunder.
(b) Where payments are made for experimental, developmental or research work pursuant to this Purchase Order, Seller agrees to disclose promptly all improvements and inventions resulting from said work and upon request, to assign said improvements and inventions to Purchaser and do everything necessary to enable Purchaser to obtain patents for said inventions in any and all countries.

ASSIGNMENT:
This Purchase Order is not to be assigned, nor performance hereunder delegated by Seller, without written consent of Purchaser. Any such assignment or delegation without written consent of Purchaser shall give Purchaser the right to terminate this Purchase Order.

PURCHASER'S EQUIPMENT OR PROPERTY:
Seller agrees to be responsible for any and all tooling and materials, including but not limited to property for processing or prepackaging equipment, tools and patterns, furnished or paid for by Purchaser, and to protect same against loss or damage by insurance acceptable to Purchaser. Seller shall maintain said tooling in good and proper condition at its own expense and cost. If Purchaser furnishes patterns or other equipment for use in executing this Purchase Order, it is the responsibility of Seller to carefully check such equipment before use. All tools, dies, molds, printing plates property for processing or prepackaging, and other equipment and materials purchased or produced by Seller in connection with this Purchase Order shall become Purchaser's property upon Seller's said purchase or production, shall be subject to all the aforementioned terms of this paragraph; and further, while in Seller’s possession shall be used exclusively on production for Purchaser, and shall be identified clearly as Purchaser’s property and subject to removal at any time upon Purchaser's demand.

WARRANTY:
Seller warrants the articles or materials to be furnished hereunder will be merchantable and free from defects of materials and workmanship will conform to Seller’s samples, descriptions, specifications, designs, data and drawings, if any, furnished to Seller by Purchaser, or which are published by Seller, and further that said articles or materials will be suitable and fit for the purpose intended, provided Purchaser informs Seller of the purpose intended and Seller fails to notify Purchaser promptly of non-suitability of said articles or materials for said purpose. The warranties of Seller in this paragraph shall not be deemed exclusive, but are in addition to any and all other warranties, express or implied, that may exist, arise, or be created by operation of law or otherwise.

INDEMNIFICATION:
Seller agrees to defend Purchaser against and to indemnify and to hold Purchaser harmless from any and all damages, claims, suits, injuries, demands, expenses (including reasonable attorneys’ fees) and liabilities whatsoever arising or allegedly arising from or related to: (a) Seller’s products herein ordered or from the use thereof by Purchaser, its assignees, employees, agents or customers, (b) any actual or alleged patent, trademark or copyright infringement in the design, composition, use, sale, advertising or packaging of the products, (c) the sale or use of the products where such liability results from the act or omission of Seller (whether for breach of warranty, strict liability in tort, negligence or otherwise), or (d) the recall of the products.
Seller further agrees that in the event Seller, its employees, agents or subcontractors enter premises owned, occupied by or under the control of Purchaser in the performance of this Purchase Order, Seller shall (a) indemnify and hold Purchaser harmless from any and all damages, claims, suits, injuries, demands, expenses (including reasonable attorneys’ fees) and liabilities whatsoever arising or allegedly arising from in whole or in part, acts or omissions of Seller, its employees, agents or subcontractors, while on said premises and (b) comply with all applicable laws, government regulations and rules of Purchaser with respect to the premises, encompassing without limitation those relative to environmental quality and safety and fire prevention. Seller shall at all times provide all equipment that is used in the performance of this Purchase Order including all equipment to ensure the safety of all employees, subcontractors or others under Seller’s control, except for that equipment specified in this Purchase Order as being furnished by Purchaser. Seller shall indemnify and hold Purchaser harmless from any and all damages, claims, suits, injuries, demands, expenses (including reasonable attorneys’ fees) and liabilities whatsoever arising or allegedly arising from in whole or in part Seller’s failure to comply herewith.

REMEDIES AND RIGHTS:
The remedies reserved in this Purchase Order shall be cumulative and in addition to any other or further rights or remedies available to Purchaser at law or equity. No waiver by Purchaser of any breach of any provision of this Purchase Order shall constitute a waiver of the provision or a waiver of any subsequent breach of such provision.

GOVERNMENT CONTRACTS:
If a United States Government contract number is shown or designated on the face of this Purchase Order, all requirements, restrictions and FAR regulations included in such contract are hereby incorporated by reference into this Purchase Order.

VERBAL UNDERSTANDING:
It is understood and agreed that there is no verbal understanding or agreement between Purchaser and Seller altering the conditions stated in this Purchase Order.

DISCOUNT:
Unless otherwise agreed to in writing, invoices subject to a discount will be due dated according to the specified terms on this Purchase Order.

COMPLIANCE WITH LAWS:
Seller represents and warrants that the manufacture, sale, shipping, packaging and labeling of the products is in compliance with all applicable laws, including without limitation, all export laws of the United states. In the event that these products are to be delivered to and/or installed in a location outside of the United States, Seller shall obtain all necessary export licenses and approvals, and the price for the products includes any such costs.

CONTROLLING LAW;
This Purchase Order, an all questions relating to its validity, interpretation, performance, and enforcement (including, without limitation, provisions concerning limitations of action) shall be governed by and construed in accordance with the laws of the State of Michigan, and will be subject to exclusive venue in the state and federal courts located in the State of Michigan.