Terms and Conditions

Project HOPE (Buyer herein) Purchase Order Number, Part Number(s) and Item Number(s) must appear on all Invoices, Shipping Papers, Packages and Correspondence. Seller accepts this order and agrees to comply with and be bound by the terms and conditions listed below.

1. ACCEPTANCE:

Written acknowledgment of this order confirming prices and/or delivery or shipment of any part of the material, equipment, items or services (hereinafter “items”) ordered shall constitute acceptance of this order and all of the terms and conditions herein set forth. The terms of this order contain the entire agreement of the parties. No modification of the terms of this order shall be valid unless accepted in writing by the buyer and the Buyer shall not be bound by, and by acceptance of this order, Seller specifically waives any terms contained in any printed matter on the Seller’s acknowledgment forms or invoices which is at variance with the terms of this order. All specifications, drawings, and data submitted to seller with this order are hereby incorporated herein and made a part hereof.

2. PRICE:

Buyer shall not be billed at prices higher than stated on this purchase order unless authorized by a Purchase Order Change Notice issued and signed by the Buyer. Seller represents that the price charged for the items or services covered by this order is the lowest price charged by the Seller to buyers of a class similar to Buyer under conditions similar to those specified in this order and that prices comply with applicable government regulations in effect at time of quotation, sale or delivery. Seller agrees that any price reduction made to others within such class in items covered by this order subsequent to the placement of this order will be applicable to this order.

3. INVOICES:

Seller shall mail invoices promptly to allow the Buyer sufficient time for processing and payment within discount period. Invoices must be identified with this order number and must indicate the term of the discount period and the amount of the discount applicable during this period.

4. DELIVERY SCHEDULES AND DELAYS:

Deliveries are to be made both in full quantities and at times specified in any schedules furnished by the Buyer. Buyer will have no liability for payment for items delivered to Buyer which are in excess of quantities specified. Buyer may from time to time change delivery schedule or direct temporary suspension of scheduled shipments. Seller shall not deliver any items in advance of the schedule/or after the date(s) set forth to the schedule without Buyer’s written permission. Buyer reserves the right to return, shipping charges collect, all items which are not received at Buyer’s facilities on the date(s) set forth in the schedule shown on this order. Seller may request Buyer’s written consent to advance manufacture and/or delivery at time of returning acknowledgment of this order. Time is of the essence for this contract, and if delivery of items is not in accordance with Buyer’s delivery schedule or is not otherwise completed by the time promised, the Buyer reserves the right, without liability, in addition to its other rights (including approval of a revised schedule) and remedies, to terminate this contract by notice effective when received by Seller, as to stated items not yet shipped, and to purchase substitute items elsewhere and charge the Seller with any loss incurred. Any provisions herein for delivery of articles by installments shall not be construed as making the obligations of Seller severable. Shipments sent C.O.D. without Buyer’s written consent will not be accepted and will be at Seller’s risk.

5. INSPECTION:

All items shall be received subject to Buyer’s inspection and rejection either at the Buyer’s premises, or, if indicated on the face hereof, at Seller’s factory. Buyer reserves the right to reject and refuse acceptance of items which are not in accordance with the instructions, specifications, drawings, and data or Seller’s warranty (express or implied) items not accepted will be returned to Seller at Seller’s expense or reworked at Seller’s expense at Buyer’s option. No items returned as defective shall be replaced without written instructions from Buyer.

6. WARRANTY:

By accepting this order Seller hereby warrants that the items to be furnished hereunder will be in full conformity with Buyer’s specifications, drawings, and data, or Seller’s samples, specified or furnished, and that items furnished hereunder will be fit for the use intended by the Buyer and free from defects of materials or workmanship. Seller agrees that this warranty shall survive delivery acceptance or payment of the items and shall be enforceable by Buyer, its successors and assigns. Said warranties shall be in addition to any warranties of additional scope given to Buyer by Seller.

7. SUPPLEMENTARY INFORMATION:

Any specifications, drawings, notes, instructions, engineering change notices, or technical data referred to in this order shall be deemed to be incorporated herein by reference as if set forth in full. In case of any discrepancies or questions refer to Buyer for decision or instructions or for interpretation.

8. CHANGES:

Buyer shall have the right to make from time to time and without notice to any sureties or assignees, changes as to packaging, testing, destination, specifications, design, quantity, methods of shipment and delivery schedule (postponements only). If any such change causes an increase or decrease in the cost of or the time required for performance of this contract, an equitable adjustment shall be made in the contract price or delivery schedule, or both. Any claim by Seller for adjustment under this clause shall be deemed waived unless asserted in writing within ten (10) days from receipt by Seller of the change. Price increases or extensions of time for delivery shall not be binding on Buyer unless evidenced by a Purchase Order Change Notice issued and signed by Buyer.

9. TERMINATION:

If either party ceases to conduct its operation in the normal course of business (including inability to meet its obligations as they mature) or if any proceedings under the bankruptcy or insolvency laws are bought by or against either party, the other party may terminate the order without liability except for deliveries previously made or for items covered by the order then completed and subsequently delivered in accordance with the terms of the order.

10. CANCELLATION:

Buyer reserves the right to cancel this agreement for convenience by giving Vendor written notification.

11. PRODUCTS METHODS AND MANUFACTURING PROCESSES:

Any knowledge or information which the Seller shall have disclosed or may hereafter disclose to the Buyer incident to the placing and filling of this order, shall not, unless otherwise specifically agreed upon in writing by the Buyer, be deemed to be confidential or proprietary information, and accordingly shall be acquired free from any restrictions (other than restrictions which may result from a claim for patent infringement).

12. PATENTS:

By accepting this order, Seller guarantees that the items ordered and the sale, lease, or use of them will not infringe United States or Foreign Letters Patent, and Seller agrees to defend, protect, and save harmless Buyer, its successors, assign, customers, and users of its products, against all suits at law or in equity, and from all damages, claims and demands for actual or alleged infringement of any patent by reason of the sale, lease, rental or use of the items hereby ordered and to reimburse Buyer for reasonable attorney’s fees included in connection therewith.

13. NON-ASSIGNMENT:

Neither this order nor any monies due or to become due hereunder shall be assigned or transferred without Buyer’s prior written consent. Seller agrees that it will not subcontract the furnishing or any completed or substantially completed items required by this order, nor subcontract the performance or any technical or test function or service required by this order, without Buyer’s prior written consent.

14. SET-OFF:

Buyer shall be entitled at all times to set-off any amount owing at any time from Seller to Buyer or any of its affiliated companies against any amount payable at any time by Buyer in connection with this order. If at any time Buyer’s credit with Seller exceeds the amount owing from Buyer to Seller, at Buyer’s request, Seller will promptly refund the balance to Buyer in cash.

15. FOR WORK ON THE BUYER’S OR ITS CUSTOMER’S PREMISES:

If Seller’s work under this order involves operations by Seller on the premises of Buyer, Seller shall take all necessary precautions to prevent the occurrence of any injury to person or property during the progress of such work and shall indemnify and save the Buyer harmless from any losses sustained by it or claims asserted against it arising out of or in any way connected with any act or omission on the part of the Seller, its agents, servants or employees or in subcontractors and Seller shall maintain such Public Liability, Property Damage and Employee’s Liability and Compensation insurance as will protect Buyer from said risks and from any claims under any applicable Workmen’s Compensation Act or other laws relating to occupational disability.

16. TAXES:

Except as may be otherwise provided in this contract, the contract price includes all applicable direct Federal, State and local taxes in effect on the contract date.

17. TITLE TO DRAWINGS AND SPECIFICATIONS:

Buyer shall at times have title to all data, drawings, samples and specifications, including manufacturing processes, furnished or disclosed by Buyer to Seller and intended for use in connection with this order. Seller shall use such drawings, and specifications only in connections with the order and whether or not the same are marked as “confidential” shall not show or disclose such drawings and specifications to any person, firm or corporation other than the Buyer’s or Seller’s employees, subcontractors or Governmental inspectors. Seller shall not make copies of such drawings or specifications without Buyer’s written consent. The Seller shall, upon Buyer’s request or upon completion of the order, promptly return all drawings and specifications to the Buyer.

18. APPLICABLE LAW:

This order shall be construed, interpreted and applied in accordance with the laws of the State of Virginia.

19. VALUATION OF SHIPMENTS;

Unless otherwise specified in the Purchase Order, Seller will ship all goods F.O.B. to the destination specified by Buyer in the Purchase Order.

20. TRAFFIC ROUTING:

Any loss occurring from deviation from Buyer’s routing instructions will be charged to Seller’s account.

21. COMPLIANCE WITH LAWS, REGULATIONS AND GOVERNMENT CONTRACT PROVISIONS:

Seller warrants, agrees and certifies that it will at all times in the performance of this contract comply with all Federal, State and local laws, rules, regulations, ordinances an Executive Orders at the time in effect, including any provisions with respect to non-discrimination, labor relations, minimum wages an hours and other matters relating to employment which are applicable to this contract and, to the extent that said laws, rules, regulations, ordinances and Executive Orders, require the incorporation herein of specific language in order to effect compliance therewith, such language is incorporated herein by reference. Seller also warrants that all goods sold under this contract comply with all applicable Federal, State and local laws, rules, regulations, ordinances and Executive Orders with respect to content, labeling and packaging. Acceptance of this order constitutes Seller’s agreement that procurement regulations of any agency as appropriate shall apply, Seller will comply with the requirements of Executive Orders 11246 and 11701, as amended by Executive Order 11375 and as supplemented in the Department of Labor regulations and any other regulations thereunder, and shall furnish Buyer with written certification thereof. If Seller is not conversant herewith, it must immediately seek clarification from Buyer. Seller further warrants that the Federal sponsoring agency, the Comptroller General of the United States or any of their duly authorized representatives, shall have access to any books, documents, papers and records of the Seller, which are directly pertinent to the specific program for which these purchases are made; for the purposes of making audits, examinations, excerpts and transcriptions.

22. PACKAGING AND CRATING:

All items shall be packed by Seller in suitable containers for protection in shipment and storage. Prices set forth in this order include all charges for Seller’s packing and crating and for transportation F.O.B. point of delivery.

23. NOTICE OF LABOR DISPUTES:

Whenever Seller has knowledge that any actual or potential labor dispute is delaying or threatens to delay its timely performance under this Purchase Order, Seller will immediately give written notice thereof to Buyer.

24. O.S.H.A.:

Seller agrees, warrants and certifies that all items furnished hereunder shall comply with applicable standards issued pursuant to the Occupational Safety and Health Act and any amendments thereof.

25. INDEMNIFICATION:

Seller agrees to indemnify and hold Buyer harmless from and against any liability or damages (including reasonable attorney’s fees) which Buyer may incur as the result of Seller’s breach of any of the terms of this Purchase Order.