Terms and Conditions of Purchase

These terms and conditions of purchase, unless modified in writing by Buyer, shall govern this transaction and any future transaction between Seller and Buyer (unless Buyer supplies updated terms and conditions), notwithstanding any conflicting term or condition of Seller’s acknowledgment or any other document or communication to the contrary. Buyer hereby objects to and rejects any terms or conditions contained in any such document or communication which is contrary to or in addition to these terms and conditions.

 1. Acceptance of Purchase Order. This purchase order constitutes Buyer’s offer or counteroffer to Seller and shall become a binding contract upon acceptance by Seller. Acceptance by Seller shall occur upon Seller’s sending an acknowledgment to Buyer, or the commencement of performance by Seller, or shipment or receipt of articles, whichever occurs first. By accepting this purchase order, Seller agrees to and accepts these terms and conditions. No change in any contract shall be binding upon Buyer until executed in writing by Buyer. All charges associated with this purchase order must appear on the front hereof; any charge not on this purchase order will not be paid by Buyer.

 2. Correspondence and Acknowledgments All correspondence and acknowledgments shall be directed to the attention of Buyer’s Purchasing office, at the address listed on the face hereof. The only individuals authorized to act on Buyer’s behalf are full-time purchasing personnel employed by Buyer or currently appointed officers of Buyer.

 3. Failure to Deliver In the event of Seller’s failure to deliver as herein specified, Buyer reserves the right to (i) cancel this purchase order or any part thereof by written notice to Seller, without prejudice to any other rights Buyer may have, and (ii) if the articles are goods, to return part or all of any associated shipment. It is understood that time is of the

 4. Nonconforming Articles Buyer may reject or revoke acceptance of articles or any portion thereof (collectively, “nonconforming articles”) which, without limitation, are: (i) not timely

(ii) not in conformity with this purchaser order or with any of Buyer’s or Seller’s quality control standards, specifications or descriptions communicated to the other party; (iii) defective; (iv) not in compliance with any sample provided by Seller; or, (vi) not in compliance with law. Without Buyer’s prior written authorization, Seller shall not ship nonconforming articles whether as an accommodation or otherwise.

 5. Seller’s Ability to Provide Articles By accepting this purchase order, Seller acknowledges that Buyer is relying on Seller’s special ability to obtain and supply the articles in the specified quantities and quality and further that Buyer shall suffer consequential and incidental damages (which may include lost profits due to loss of sales), if Seller fails to perform in accordance with this purchase order. Buyer shall be entitled to recover such amounts in the event of Seller’s

 6. Terms of payment absent an authorized amendment hereto and except where Seller offers superior terms, which in the case of consumables does not occur until the articles have passed all relevant screening tests. Payment is deemed made on the date on which payment is transmitted by Buyer. If the articles are goods, payment may be delayed by Buyer for the duration of any hold, ban, or detention imposed by any relevant government authority.

 7. Packing and Shipping If shipping terms include pickup by Buyer’s agent or shipping company or delivery to any location other than Buyer’s facility, then Buyer shall have the opportunity to inspect and approve or reject items after delivery to Buyer’s facility. There will be no additional charge for boxing, crating, carting, or storage, unless otherwise specified, and articles shall be suitably packed to secure lowest transportation costs. Articles shall be described on bills of lading in accordance with current Rail or Motor Freight Classification. Seller must provide only one packing list per purchase order, which shall

accompany each shipment that relates to a purchase order. Buyer’s purchase order number, quantity, and description must be plainly marked on all packing lists, packages, bills of lading, shipping orders, packing lists and correspondence. Buyer shall only be liable to pay for quantity or yield ordered but may retain excess quantities shipped without its approval. All orders are F.O.B. place of destination unless Buyer’s purchase order states otherwise. Title to the articles shall remain with Seller until Buyer accepts the articles.

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