CONDITIONS OF PURCHASE

TERMINATION:
Purchaser reserves the right to terminate this contract for its convenience at any time. In such event, Supplier shall immediately stop all work and observe any instructions from Purchaser as to work in process. Supplier shall be paid an equitable adjustment for work already performed.

Purchaser may also terminate this contract for cause in the event of a default by Supplier. In such event, Purchaser shall not be liable to Supplier for any amounts with respect to Suppliers work in process and Supplier shall hold Purchaser harmless from any damages occasioned by the Supplier’s breach or default. If it should be determined that the Purchaser has improperly terminated this contract for default, such termination shall be deemed to be for Purchaser’s convenience.

WARRANTY:
Supplier shall extend all warranties it receives from its suppliers to Purchaser (to the extent permitted by Supplier’s contracts with its sub-suppliers), and Supplier’s warranty shall extend to Purchaser’s customers. This warranty is in addition to all warranties contained under the law.

FLOWDOWN SPECIFICATION:
Supplier will pass to its suppliers, any documents or specifications including key characteristics necessary to produce the purchased item.

FORCE MAJEURE:
Purchaser may delay delivery or acceptance occasioned by causes beyond its control. Supplier shall hold such goods as directed by the Purchaser and shall deliver them when the cause of the delay has been removed. Purchaser shall be responsible only for Supplier’s direct additional costs in holding the goods or delaying performance of this agreement at Purchaser’s request.

RESPONSIBILITY:
By the acceptance of this order, Supplier assumes all risk of damage to property or injuries to persons, including death resulting therefrom, arising out of or relating to the performance of the work on the goods hereby contracted for, or in connection therewith or appertaining thereto sustained by Supplier, the employees of Supplier, the employees of Purchaser, and or other persons, and hereby agrees to protect, indemnify and save harmless Purchaser and/or its affiliates against any and all claims, suits and demands therefore.

Supplier shall be responsible or loss of, damage to, any and all patterns, molds or tooling delivered to Supplier by Purchaser and for loss or damages to any of Purchaser’s machinery or equipment upon which work is to be performed by Supplier while in possession or control of Supplier however such loss or damage shall occur.

INTELLECTUAL PROPERTY INDEMNITY:
Supplier shall indemnify and save harmless Purchaser and/or its Suppliers from and against all cost, expenses and damages arising out of any infringement of claim of infringement on any patent, trademark, trade secrets, copy right or other proprietary right of any third party in the manufacture, use or sale of articles or equipment furnished hereunder.

WARRANTY OR INSPECTION:
All articles ordered will be subject to final inspection and approval at the plant of Purchaser. Where applicable Control Products, Inc. purchasing documents including key characteristics must be supplied to Control Products, Inc. suppliers’ sub tier suppliers. Any rejected articles returned to Supplier shall be at Supplier’s expense. Supplier agrees to allow Control Products, Inc., its customer, or regulatory authority to verify products/or process at Supplier’s or it’s subcontractor’s facility. If any of the goods are found at any time to be defective in material or workmanship, or otherwise not in conformity with the requirements of the order, Purchaser in addition to any other rights which it may have under warranties or otherwise, shall have the right to reject and return such goods at Supplier’s expense and Purchaser shall be entitled to receive a full refund of all amounts paid for such goods.

Payment for the goods delivered under this order shall not be acceptance of such goods. Goods shall only be deemed accepted when they have actually been counted, inspected, and tested by the Purchaser within 90 days of delivery, and found to be in conformance with this order. However, failure to inspect or test by Purchaser shall not relieve Supplier of any responsibilities hereunder. Supplier shall have the right, at its expense, to repair or replace defective parts within 15 days of notice by purchaser. Supplier will notify Control Products, Inc. in the event that non-conforming material has been identified prior to shipment that is to be considered for acceptance. Determination will be made in accordance with non-conforming production and corrective/preventive action process (section 8.5.2. and 8.5.3) of Control Products, Inc. quality manual. Supplier will notify Control Products, Inc. of any significant change to management, location or process.

PRICE WARRANTY:
Supplier warrants that the prices quoted hereunder are the lowest prices these or similar articles are sold by the Supplier other customers in similar quantities, and in the event of any price reduction between execution of purchase order and delivery of goods. Purchaser shall be entitled to such reduction.

ACCEPTANCE:
Acceptance of this purchase order is limited to the terms on the face and back hereof. Additional terms on Supplier’s form are objected to and rejected and shall be deemed a material alteration hereof. Supplier’s delivery of goods or services not withstanding, its failure to sign and return the Supplier acknowledgment is considered Supplier’s acceptance of this purchase order. In addition, should supplier propose additional terms after the date of this purchase order, Purchaser shall not be deemed to have accepted such additional terms unless Purchaser expressly does so in writing. This purchase order and any documents referred to on the face hereof constitute the entire agreement between the parties and can only be modified by a writing signed by both parties. No part of this order may be assigned or subcontracted without the prior written approval of the Purchaser.

PROPRIETARY INFORMATION-CONFIDENTIALITY-ADVERTISING:
Supplier shall consider all information furnished by Purchaser to be confidential and shall not disclose any such information to any other person, or use such information itself for any purpose other than performing this contract, unless Supplier obtains written permission from Purchaser to do so. This paragraph shall apply to drawings, specifications, or other documents prepared by Supplier for Purchaser in connection with this order. Suppliers obligations under this paragraph shall not apply to any information that is generally available to the public at the time it is disclosed by Purchaser to Seller.

INSURANCE:
In the event that Supplier’s obligations hereunder require or contemplate performance of services by Supplier’s employees, or persons under contract to Supplier, to be done on Purchaser’s property, or property of Purchaser’s customers, the Supplier agrees that all such work shall be done as an independent contractor and that the persons doing such work shall not be considered employees of the Purchaser. Supplier shall maintain all necessary insurance coverage including public liability and Workers’ Compensation insurance. Supplier shall indemnify and save harmless and defend Purchaser from any and all claims or liabilities arising out of the work covered by this paragraph.

TRANSPORTATION (ROUTING-DRAYING):
All material shall be forwarded in accordance with Purchaser’s instruction, or in the absence of such instructions by the route taking the lowest transportation rate. Otherwise excess transportation costs will charged to Supplier’s account.

DELIVERY:
Delivery must be made within the time specified in this order. If the material is not delivered within such specified time, Purchaser reserves the right to purchase elsewhere and charge Supplier with any loss incurred as a result thereof, or, at Purchaser’s option, to cancel the order or any part thereof. When terms of delivery are F.O.B Purchaser’s plant, all transportation charges shall be paid by Supplier. When terms of delivery are F.O.B. shipping point, Supplier shall ship Freight Collect, so marking the bill.

CHANGES:
Purchaser reserves the right at any time to make changes in drawings and specifications, in methods of shipment and packaging, in schedules, and the place of delivery as to any material and/or work covered by this order. In such event there will be made an equitable adjustment in price and time of performance mutually satisfactory to Purchaser and to the Supplier. Any claim by the Supplier for an adjustment must be made within thirty (30) days of the receipt of such changes.

SHIPMENT:
If in order to comply with Purchaser’s required delivery date it becomes necessary for Supplier to ship by a more expensive way than specified in this purchase order, any increased transportation costs resulting therefrom shall be paid for by the Supplier, unless the necessity for such rerouting or expedited handling has been caused by Purchaser. Supplier shall bear all risk of loss of all merchandise covered by this order until such merchandise has been delivered to the designated location.

NONDISCRIMINATION IN EMPLOYMENT:
Control Products, Inc. is an Equal Opportunity Employer M/F/H/V. In connection with the performance of work under this contract, the Supplier agrees not to discriminate against any employee or applicant because of race, religion, color or national origin. The aforesaid provision shall include, 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.

ACKNOWLEDGEMENT-PLEASE SIGN AND RETURN WITHIN 5 DAYS

By_______________________ Title_____________________Date___________

Promised Delivery Date_______________________

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