TERMS AND CONDITIONS

This purchase order is upon and subject to all instructions, terms and conditions on the face hereof and also to the following terms and conditions.

1. ACKNOWLEDGMENT – Acceptance or rejection of this order must be made by return mail or fax. Indicate acceptance by signing and dating the ACKNOWLEDGMENT COPY hereof and advising if shipping schedule can be maintained so material will reach destination on date requested. Commencement of performance pursuant to this Purchase Order shall constitute acceptance of all terms and conditions hereof by Seller.

2. PRICE – If the price is omitted on order, it is agreed that Seller’s price will be lower or the lowest prevailing market price and the price last quoted or charged to Buyer. It is also agreed that Seller will not charge without the Buyer’s consent, a higher price for the goods called for by this order than was last quoted or charged to the Buyer. If price is not shown on the order, it must be inserted by the Seller on the ACKNOWLEGMENT COPY to be returned to Buyer. Price not subject to change without Buyer’s written consent.

3. SHIPMENT- Seller warrants that he will fill this order in each particular according to specifications. In the event this order is not filled in each particular as specified, Buyer shall have the right, in addition to any other right to which Buyer is entitled by law, to cancel this order at no cost to Buyer. The time and rate of delivery of all materials to be delivered under this order shall be as specified in the acknowledgment copy which Seller completes and send to Buyer. If such time and rate are not specified in the acknowledgment copy, the governing time and rate of delivery shall be that stated on the face of this order. Buyer reserves the right to defer the time and rate of delivery specified in the order by written notice to Seller, such charge to be without additional cost. Time and rate of delivery of all materials are considered to be the essence of this order.

4. QUALITY – Goods are subject to inspection by Buyer notwithstanding prior payment to obtain cash discount. Goods may be rejected and returned if inspection shows they are not strictly in accordance with specifications. If impractical to make inspection at time of receipt of goods, this clause will apply whenever goods are inspected. Rejected articles and materials shall be held for Seller’s instructions and at Seller’s risk and after 10 days can be returned to the Seller at his expense. Should production lead time not permit replacement or correction of rejected articles by the Seller, it is agreed that the Buyer may at the expense of the Seller correct the rejected articles to conform with the specification requirements.

5. TOOLING – All molds, dies, tools, special fixtures, jigs, patterns, plates and models, paid for by Buyer, unless expressly stated on the purchase order to the contrary, are Buyer’s property; are to be delivered to Buyer on demand; are to be maintained in first class operative condition by Seller at Seller’s expense as long as Seller has productive orders; are to be marked in the manner required by Buyer; and are to be disposed of only on Buyer’s written instructions. No production using the above dies, tools, jigs, fixtures, etc. shall be permitted except that authorized by Buyer.

6. INDEMNITY – Seller shall, at its expense, defend Buyer and save it harmless in any litigation for patent infringement which may arise out of the use and sale, as such, of the materials herein ordered.

7. CANCELLATION – Buyer reserves the right at any time and from time to time, without cause, to cancel all or any part of the undelivered portion of this order by telegraphic or other written notice to Seller. In event of such cancellation, Seller shall be entitled to its costs, if any, in connection with the cancelled items and a reasonable profit on such costs to be agreed upon by the parties, or, if the parties are unable to agree on profit, a profit at the rate of six percent on such costs, deduction to be made in such cancellation settlement for the value of any cancellation inventory retained by Seller or disposed of to any party other than Buyer, and Buyer shall not be liable to Seller for loss of anticipatory profits. The provisions of this paragraph shall not limit or affect the right of Buyer to terminate this purchase order for default of Seller.

8. APPLICABLE LAWS – Seller covenants and agrees to observe and comply with in the performance of this order all applicable federal, state and local laws, rules and regulations, and to indemnify and save harmless the Buyer for and from any and all liabilities, expenses, costs and damages which Buyer may be put to or incur or suffer as a result of Seller’s failure or omission to do so.

9. BUYER’S MATERIAL AND TOOLING – When the Buyer furnishes material and/or tooling as stated on the face of this Purchase Order, the Seller agrees to protect and safeguard any such material and tooling against any loss whatsoever and also to maintain any reasonable maintenance necessary on all tooling which is the property of the Buyer. At the completion of delivery of items specified on this Purchase Order, the Seller will properly account for all tooling and material furnished by the Buyer and Seller shall replace at his expense the value of any materials and tooling which may be damaged or rejected due to improper workmanship and for other reasons which are under his control.

10. CHANGES IN ORDER – The terms and conditions are each thereof contained in this purchase order cannot be added to, modified, superseded or otherwise altered except by written instrument signed by an authorized representative of Buyer and delivered by Buyer to Seller, and each shipment received by Buyer from Seller shall be deemed to be only upon the terms and conditions contained in this purchase order, except as they may be added to, modified, superseded or otherwise altered by written instrument signed by an authorized representative of Buyer and delivered by Buyer to Seller, the foregoing notwithstanding any terms and conditions that may be contained in any acknowledgment, invoice or other form of Seller and notwithstanding Buyer’s act of accepting or paying for any shipment or similar act of Buyer.

11. GOVERNMENT CONTRACTS – When the articles furnished under this order are to be used in the performance of a Government contract or subcontract and the contract or subcontract number is shown on the face of this order, the appendage or supplement thereto attached to this order shall apply.

12. FAIR LABOR STANDARDS ACT – Seller certifies that materials furnished on this order were produced in compliance with the “Fair Labor Standard Act” and all amendments thereto and Seller agrees to indemnify Buyer for any loss or damage which may be sustained by reason of failure to comply with said Act.

13. WARRANTY – Seller warrants that all articles or equipment furnished hereunder will be free from defects in material and workmanship; that they will be in full conformity with the specification, drawing or sample, and, if they are to be installed, that they will function properly. This warranty shall survive acceptance and payment.

14. ASSIGNMENT – Seller shall not delegate any duties, nor assign any rights or claims, under this Purchase Order, without the prior written consent of Buyer, and any such attempted delegation or assignment shall be void.

15. SETOFFS AND COUNTERCLAIMS – All claims for money due or to become due from Buyer shall be subject to deduction by Buyer for any setoff or counterclaim arising out of this or any other of Buyer’s Purchase Orders with Seller.

16. GOVERNING LAW – This Purchase Order and the acceptance of it shall be a contract made in the State of New York and governed by the laws thereof.

Agreed For:_______________________________(Company)

Signature:_______________________________ Title:_________________________ Date:___________________