Dielectric Corporation Purchase Order Terms and Conditions

1.	Acceptance. Acceptance of any purchase order generated by Dielectric Corporation (Buyer) indicates acceptance of the terms herein. The Buyer will not accept any terms or conditions proposed by Seller that are different than or in addition to the Buyer’s terms and conditions although such unaccepted terms do not represent a cancellation of the purchase order unless they relate to part description, pricing, quantity or delivery terms. A signed acknowledgement returned by Seller or the beginning of work on a purchase order indicate unconditional acceptance of Buyer’s purchase order. No altering of terms and conditions or invoicing will be accepted without written consent of an authorized Buyer representative. All orders are limited to the acceptance of Buyer’s terms and conditions as stated herein.
2.	Risk of Loss. Seller retains the risk of loss until the goods are delivered and accepted by the Buyer.
3.	Changes. Buyer retains the right to alter any purchase order: drawings, designs, specifications, quantities or due dates, at any time. Any such change must be made to the original document and is unconditional. Any disputes regarding this change must be received from Seller within 30 days and Buyer retains the right to act on any claim prior to final payment.
4.	Performance. Deliveries of good or services on a purchase order shall be in quantities requested and on schedule in accordance with the purchase order. Buyer will receive goods up to one week prior to due date on purchase order unless otherwise specified on purchase order. Buyer retains the right to cancel or refuse delivery of any purchase order that is not delivered in correct quantities or on schedule.
5.	Delays. Neither party shall be liable for delays or default in deliveries nor acceptance of goods due to causes reasonably beyond its control and which occur without fault or negligence, provided written notification of excusable delay is given by the affected party within ten days of the occurrence causing the same. In the event Seller is the affected party, Buyer may, in addition to any rights granted in this contract or under the law, terminate the order, in whole or in part, without liability on account thereof. Whenever an actual or potential labor dispute delays or threatens to delay the timely performance of this order, Seller shall immediately notify Buyer of such dispute and furnish all relevant details.
6.	Inspection. All goods and services provided for a Buyer issued purchase order are subject to inspection regardless of payment status. If goods or services are found to be defective in design, material, workmanship or are in any way non-conforming to the requirements, Buyer retains the right to reject and return goods/services and to do so at Seller’s freight expense where applicable. Buyer maintains the right to reject any order of large quantity where non-conformities exist for sorting and inspection by the Seller or to be reimbursed by Seller for inspection costs if Buyer is to do the inspection.
7.	Cancellation/Termination. Buyer may, by written notice, terminate a purchase order at any time in part or in entirety. If Buyer cancels an order, Seller shall be compensated according to the quantity of goods shipped or work completed up to the date of cancellation. Other than to this extent, Buyer shall be entitled to a refund of any uncompleted goods or work payment made prior to the date of termination.
8.	Remedies. The remedies herein reserved shall be cumulative and additional to any other or further remedies provided in law or equity. No waiver of a breach of any provision of the contract resulting from this order shall constitute a waiver of any other breach, or of such provision.
9.	Warranties. All orders accepted by Seller and any goods shipped or work performed are to be warranted by Seller as free from defect. Seller warrants that such goods and/or services conform to specifications, drawing samples, or other description upon which this order is based. All warranties run to Buyer and its customers.
10.	Patents. Seller hereby agrees to defend and indemnify Buyer, its successors, assigns, agents, customers and users of the goods against loss, damage, or liability, including costs and expenses, including attorney’s fees, which may be incurred on account of any suit, claim, judgment, or demand involving infringement or alleged infringement of any patent rights in the manufacture, use, or disposition or any goods supplied hereunder in any form or media, provided Buyer shall notify Seller of any suit instituted against it and to the full extent of its ability to do so shall permit Seller to defend the same or make settlement in respect thereto. Buyer does not grant indemnity to Seller for infringement of any patent, trademark, copyright, or data rights.
11.	Indemnification. Seller hereby agrees to defend and indemnify Buyer, its successors, assigns, agents, customers and users of the goods against loss, damage, or liability, including costs and expenses, including attorney’s fees, which may be incurred on account of any suit, claim, judgment, or demand involving infringement or alleged infringement of any intellectual property rights in the manufacture, use, or disposition of any goods supplied hereunder in any form or media, provided Buyer shall notify Seller of any suit instituted against it and to the full extent of its ability to do so shall permit Seller to defend the same or make settlement in respect thereto. Buyer does not grant indemnity to Seller for infringement of any patent, trademark, copyright, or other intellectual property rights.
12.	Insurance. If a Buyer issued purchase order covers the performance of labor at Buyer’s facility, Seller shall maintain at all times during the performance of the contract which results from the acceptance of this order, workers’ compensation insurance with applicable statutory limits, employer’s liability of $1,000,000 limit and comprehensive public liability insurance including products – completed operations, automobile and contractual liability coverage with limits of $500,000/$1,000,000 bodily injury and $500,000 property damage ($50,000 property damage – automobile), or a combined single unit of $1,000,000 per occurrence. Seller shall furnish an insurance certificate and/or state issued certificate evidencing the above coverage. Insurance certificates shall be endorsed to provide that Buyer shall be notified in writing at least (30) days prior to any substantial modification or termination of the subject policy.
13.	Tools, Dies and Material. Buyer furnished tools, dies and materials are the property of Buyer. Buyer’s property is to be maintained in good condition and to be permanently identified as Buyer’s property. Buyer’s property is to be used only in production of Buyer issued purchase orders. Invoices for tooling and/or dies shall be submitted only after Buyer’s approval of sample parts. All of Buyer’s furnished tools, dies and materials are to be fully covered by Seller with fire and extended coverage insurance. In the event that Seller fails or refuses to return Buyer’s property on demand, Buyer shall be entitled to recover all costs in connection with securing possession of such property including attorneys fees.
14.	Liens. If a Buyer issued purchase order covers job site work, Seller shall be solely responsible for all claims of whatever nature arising out of nonpayment for services, labor and materials furnished or contracted for by Seller in performance of work hereunder, including all liens, which may be levied against Buyer or its customer. Upon Buyer’s request, Seller shall furnish Buyer with a lien waiver for value received and an affidavit satisfactory to Buyer setting forth the names and amount due, if any, and remaining unpaid to all persons furnishing services, labor, or materials hereunder. Buyer shall have the right to pay directly to all Seller’s creditors all such amounts as may be due them and deduct same from payments to Seller.
15.	Use of Buyer’s Data/Publicity. All specifications, documents, data, designs, or other information delivered by Buyer to Seller are the property of Buyer. They are delivered solely for the purpose of Seller’s performance of concerned orders and on the express condition that neither they nor the information contained therein shall be disclosed to others nor used for any purpose other than in connection with a Buyer issued purchase order without prior express written consent of the Buyer. Such specifications, documents and articles are to be returned to Buyer promptly upon its written request. Such request may be made at any time during or after completion of Seller’s performance. The obligations under this clause will survive the cancellation, termination, or completion of these orders. Without prior written consent of Buyer, Seller shall not use Buyer’s name or that Seller has entered into a contract with Buyer in any advertising or public announcement.
16.	Laws and Regulations. In furnishing goods and/or services required under a purchase order or any amendment thereto, Seller represents, warrants and agrees that it shall comply with the provisions of all applicable federal, state and local laws, regulations and orders.
17.	Governing Law and Disputes. All purchase orders from Buyer are issued with reference to the laws of the State shown in Buyer’s address on the face of this order and the rights and duties of all persons and the construction and effect of all provisions of such purchase orders, shall be governed and construed according to the laws of such State. Pending the resolution of any dispute, Seller shall proceed as directed by Buyer in writing.
18.	Assignment. No order may be assigned by Seller without the written consent of Buyer.
19.	Export Compliance. The recipient of information and property under a Buyer issued purchase order acknowledges its obligations to control access to technical data and equipment under the U.S. export laws and regulations and agrees to adhere to such laws and regulations and any license(s) issued there under with regard to any technical data or equipment received under a Buyer issued purchase order. Seller shall be responsible for obtaining required export licenses or other approvals from the government of the country of origin. Should any government deny a license or approval necessary for the performance of a purchase order for reasons beyond the control of Seller, this order may be cancelled. Seller further agrees to participate and follow C-TPAT (Customs Trade Partnership against Terrorism), requirements and processes which will allow for efficient flow of imported and exported materials.