This Purchase Order expressly limits acceptance to the terms and conditions stated herein, the specifications hereto and any additional terms and conditions incorporated into and attached hereto. This Purchase Order supersedes all prior purchase orders, agreements, discussions, negotiations, proposals, or communications between the parties and constitutes the entire final contract between the parties which may not be varied except by express written modification signed by Buyer’s duly authorized representative. This Purchase Order becomes a binding contract subject to the terms and conditions set forth and incorporated herein when accepted by Seller’s acknowledgment or by Seller’s performance. Buyer shall not be bound by any terms and conditions contained in Seller’s forms which in any way alter the terms and conditions of this Purchase Order. The receipt of this Purchase Order by Seller is notice to Seller of objection by Buyer to all other terms, warranties or conditions contained in Seller’s forms. Neither the failure by Buyer to object to the acknowledgment or any other communication from Seller shall be deemed a waiver of the provisions hereof or an approval of any terms, warranties or conditions which are additional to, different from, or conflicting with the terms, warranties and conditions contained in this Purchase Order. The terms and conditions included in this Purchase Order shall govern and control, regardless of whether Seller’s acknowledgment, communication, or other forms precede or succeed this document and regardless of whether the Seller’s forms indicate that the terms and conditions therein contained are controlling and cannot be varied. 

Time is of the essence in the delivery of goods hereunder. If goods are not delivered on the specified delivery date, Buyer shall, have the right to reject the delivery and/or cancel the balance of the order. Seller shall not ship goods to Buyer ahead of the schedule unless authorized in writing by Buyer. Buyer shall have the right, but shall not be obligated to return to Seller, at Sellers expense, any goods delivered more than 10 days ahead of the scheduled delivery date. 

Risk of loss and/or damage for each shipment shall be upon Seller under such shipment is physically delivered to Buyer at the address indicated on the reverse side. 

Seller warrants that items covered by this order will conform to the specifications, drawings, samples or other description furnished or specified by Buyer, or furnished by Seller and accepted by Buyer, and will be merchantable, of good material and workmanship and free from defect without excluding other warranties. Seller expressly warrants that all the material covered by this order which is recommended by Seller for a purpose revealed to Seller by Buyer or is in accordance with Seller’s specifications, will be fit and sufficient for the purpose intended. 

Goods ordered pursuant hereto shall be subject to inspection and testing by Buyer or its designated agents, at any time or place during the period of manufacture or at any time thereafter. Notwithstanding any prior inspection, Buyer reserves the rights specified herein with respect to any merchandise which shall prove to be defective, un- merchantable or in breach of the warranties set forth herein, during or after manufacturing operations. 

 If any of the goods delivered by Seller are found to be defective, un-merchantable or in breach of the warranties set forth herein, in addition to any other remedies Buyer may have, at law or in equity, it may (a) reject, such goods and hold them at the Seller’s expenses, including but not limited to holding Seller responsible for the cost of any extraordinary inspections, (b) return the goods to the Seller, at the Seller’s expense, for replacement or credit or refund at Buyer’s option, (c) retain the goods at an equitable reduction in purchase price, (d) repair the goods at the Seller’s expense, or (e) hold Seller liable for Buyer’s additional cost in ordering the goods elsewhere plus proximate and consequential damages

Acceptance of all or any part of the goods shall not be deemed to be a waiver of Buyer’s right either to cancel or to return all or any portion of the goods because of failure to conform to order, or by reason of defects, latent or patent or other breach of warranty, or to make any claim for damages, including manufacturing costs and loss of profits or other special damages occasioned the Buyer. Such rights shall be in addition to any other remedies provided by law. 

All drawings, specifications, and other technical data or information furnished by Buyer hereunder shall remain the property of Buyer and shall not be disclosed to others or used for manufacturing purposes, for other than Buyer’s order, without Buyer’s prior written permission. Seller agrees to indemnify Buyer and its customers against all judgments, decrees, costs and expenses arising from any claim of infringement in connection with the use or sale of the articles delivered hereunder, alone, or in combination according to Seller’s specifications or recommendations, unless the articles are specially made for Buyer from a design originated by Buyer and such infringement shall have necessarily resulted from Seller’s compliance with special design requirements set forth in specifications or drawings furnished by Buyer. In the event this order involves payment for research or development work, Seller agrees to, and hereby does grant Buyer its successors and assigns a non-exclusive, irrevocable and royalty-free license under any inventions, improvements or discoveries conceived or first actually reduced to practice in connection with such research or development work. 

Seller shall maintain any and all particulars relative to Seller’s agreement with Buyer and/or Buyer’s agents in the strictest of confidence and shall keep any confidential or technical information including but not limited to drawings and specifications, supplied to it by Buyer in the strictest of confidence and shall not use or disclose such information for any purpose unless Buyer has consented to such use or disclosure in writing. All such information shall remain the property of Buyer and shall be returned to Buyer upon request.