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Purchase Terms & 

01. INVOICrequiremany app

02. PACKINand eacand AM

03. DELIVEthat you

04. GOVERwith the

05. CONTRState of

06. EXTRA service writing respons

07. PAYMEdiscoun

08. RISK Ountil ph

09. WARRA

proper servicesworkmadescriptcomply all time(includiinjury (connectuse or oresult o

10. PATENof its prwithoutcopyrigorderedSeller w

11. PRICESreleasesSeller sprice to

Conditions – 0116

CES. Each sment, all invoplicable prepa

NG. Each pach package mOT Purchase

ERY INFORMu will use our

RNMENT CONe U.S. Govern

ROLLING LAWf Texas shall

CHARGES, charges, boxby Buyer. Pr

sibility for pay

ENT. Unless nt is given. No

OF LOSS. Allhysically deliv

ANTIES. Segoods and aps to be furnisanship and tittions furnishe with any ands shall indemng, without lincluding deation with the operation of tof the willful m

T INFRINGEroducts, fromt limitation, cht, or tradem

d. Buyer shawill, at Seller’

S. No price is issued purshall at any ti

o Buyer corre

6 

PUR

hipment musoices must inaid freight ch

ackage must must contain a Order numb

MATION. Yor method of s

NTRACT. If nment, the p

W. Except a govern all tr

TAXES. No axing, packingices stated inyment or rem

otherwise ago C.O.D. orde

l risk of loss avered to Buye

ller acknowlepplicable servshed hereundtle; will confoed by Buyer; d all applicab

mnify and holdimitation, couath at any tim breach of anthe goods furmalfeasance o

EMENT. Sellem and against

ourt costs anmark rights, oll promptly ns sole expens

ncrease by Ssuant to blankme sell the gspondingly.

RCHASE TE

st be coverednclude date, Parges and an

be legibly maa packing sliper.

our acknowledshipment.

the goods corovisions und

s modified heansactions.

additional cha, cartage or o

nclude all appmittance of th

greed, Seller sers or drafts

and/or damaer’s plant.

edges that Buvices for Buyeer will be of

orm to the sp will be mercle federal, std harmless Burt costs and

me resulting ty warranty mrnished herebof Buyer.

er agrees to it all suits, cland attorneys’ or trade secreotify Seller ose, defend su

Seller shall beket orders shgoods to anot

 

ERMS & CO

by a separatPurchase Ordny applicable

arked on the p to include,

dgment must

overed by thisder “Governm

erein, the pro

arges of any other extras plicable taxeshe same.

shall allow neon Buyer sha

ge shall rema

uyer is relyinger’s particulagood quality

pecifications, hantable andate, and loca

Buyer from and attorneys’ fetherefrom) ormade by Selleby, except to

ndemnify anims and dem fees), for actets by reasonf any patent

uch claim.

e effective unhall be deemether purchase

ONDITION

te INVOICE Ier number, A taxes and/or

outside to shbut not limite

t provide a fi

s order are inment Contrac

ovisions of th

kind, includinwill be allowe

s and duties,

et 60 days foall be accepte

ain with Selle

g on Seller’s r use. Seller and free from including drad fit for the ual laws, reguland against anees), damager property daer hereunder the extent t

d hold harmlmands and cos

tual or allegen of Buyer’s p infringement

less agreed ted to be at ther for a lesse

NS

IN DUPLICATAMOT part nur duties.

how AMOT paed to, AMOT

rm delivery d

n pursuance ots” shall appl

he Uniform Co

ng charges foed unless spe and Seller as

or payment ued or honored

er while good

skill and judgr warrants tham defects in awings, sampse intended bations, rules,

ny and all losse, or claim aramage occurr or otherwisehat such inju

ess Buyer, itsts and expeed infringemepurchase, uset claim and u

to in advancehe price last qr price, Selle

TE. As a miniumber, quant

art number apart number

date and conf

of fulfilling a ly.

ommercial Co

or installationecifically agressumes exclu

nless 1% or gd by Buyer.

ds are in tran

gment in provat all goods adesign, mate

ples, and otheby Buyer; an, and orders. s, liability, exrising from pering as a resue in connectioury or damage

ts customers nses thereof

ent of any pate or resale of pon Buyer’s

e by Buyer in quoted to Buyr agrees to re

 

mum tity, price,

nd quantity, r, quantity,

firmation

contract

ode of the

n and other eed to in usive

greater

sit and

viding and erials, er d will Seller at xpense ersonal ult of or in on with the e is the

and users (including, tent, the goods request

writing. All yer. If educe its

  

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Purchase Terms & 

12. DELAYshipmeBuyer m

13. INSPEC

Buyer arights aSeller’s such rejin handshipmeparticul

14. CHANG

quantitiadjustmnecessaquantiti

15. CANCE

Orders conformobligation Ordebusinescustodiacreditoror similshall behereof. include separat

16. BUYERpaid fornot usepropertthroughrespons

17. APPROconsent

18. SUPPLIthis Ordsuch goproducereturne

19. REMED

law. Faiapplicabrights oother o

20. MISCE

Conditions – 0116

S. Time is of nt. If Buyer may extend d

CTION AND at any time, navailable to B expense, anjected goodsling, storing,nt of any defar Order.

GES. Buyer mies pertaining

ment with Selary to meet Bies shown in

LLATION. Ifor cause and

ming goods ason, requiremers, or (IV) Sss operations,an for any surs, or any proar insolvency

e separately n Any such ch any tooling otely priced in

R’S PROPERTr by Buyer fo the same in y and shall p

h insurance cosible for and s

OVAL. Seller t of Buyer.

IES, REPAIRder. If the gooods availableed by Buyer, d by Buyer.

DIES. The remilure or forbeble law shall or remedies, nr further exe

LLANEOUS.

6 

the essence shall be unab

delivery date

TESTING. Anotwithstandiuyer. Buyer my or all rejec will be held and returnin

fective or non

may at any timg to Orders. Iler. Seller sh

Buyer’s authosuch release

In addition tod without anys and when r

ment or conditeller dissolve, or Seller be

ubstantial poroceedings arey laws. If Buynegotiated anharges shall ior general pu this Order.

TY. All tools, r Seller’s use connection w

protect Buyer overage withsafeguard all

shall not ass

R PARTS. Seoods purchase to purchase and for an ad

medies providearance of Bunot affect or nor shall anyrcise thereof

The various

and Seller shble to accept for 60 days o

All goods purcing any prior may at its opted goods, orfor Seller’s in

ng defective onconforming g

me change anIf such changhall not makeorized releases.

o any other rey liability or orequired heretion hereundees or terminacomes insolv

rtion of the ase commencedyer shall cancnd shall not inn any event

urpose equipm

patterns, spee in filling Ordwith any othe against any

h limits and o secret, conf

sign contracts

eller shall fursed constitutee for a perioddditional peri

ded herein toyer to exerci release the l single or par or the exerc

provisions of

 

hall immediat delivery dueor less by giv

chased hereu payment, in

ption require r (II) to refunnstructions anor nonconformgoods shall e

ny drawings, ges affect Sele commitmenes, and Seller

emedies avaiobligation on under, (II) Ser, (III) Selletes its existe

vent, or an apssets or Selled by or againcel without canclude any cobe limited to ment unless s

ecifications, dders shall remer customer’sloss of or dan terms and idential or re

s or publicize

rnish all necee components of five yearsiod of three y

o Buyer are cse any rightsiability of Selrtial exercise ise of any oth

f all Orders ar

tely notify Bue to causes beving notice to

under are subspection, or tSeller (I) prond the price ond at Seller’sming goods sentitle Buyer t

specificationler’s costs, B

nts for materir is authorize

lable to Buye Buyer’s part

Seller fails to er breaches aence, or suspeppointment iser makes an ast Seller undause, any canost incurred b the cost of asuch items ha

drawings, desmain the props work. Sellermage to suchconditions sa

estricted matt

e the making

essary gaugess used in Buys after they ayears, repair

umulative ans or remediesller and shall of any poweher power or

re severable,

uyer of any aeyond Buyer’

o Seller.

bject to inspetesting withoomptly to repof any and als risk. All expshall be paid to terminate

ns, delivery reBuyer will maials or producd to manufac

er, Buyer shat if (I) Seller fperform or ony warranty ends or discos made for a assignment fer any bankrncellation chaby Seller conany work in pave been spe

signs or otheperty of Buyer shall be resh property byatisfactory toters disclosed

hereof witho

s and/or fixtuyer’s productsare discontinu or replace su

nd in additions provided un not constitu

er or right her right.

, and any det

nticipated de’s reasonable

ection and tesout limiting anpair or replacel rejected go

penses incurreby Seller, Se the balance

equirements,ke an equitabction in excescture only up

all be entitledfails to delive

observe any o or representontinues its n receiver, trufor the benefiruptcy, reorgaarges arising trary to the t

process, and secifically orde

er property fuer, and the Seponsible for ay fire or other Buyer. Selle

d by Buyer to

out the prior w

ures requireds, Seller shalued on currenuch goods as

n to any remender Orders ote a waiver oreunder prec

termination o

2  

elay in e control,

sting by ny other e, at ods. All ed by Buyer eller’s of that

or ble ss of that

p to the

to cancel er other ation made ormal stee, or it of its anization, therefrom terms shall not ered and

urnished or eller shall all such r casualty er shall be o Seller.

written

to execute l make nt models are

edies at or by of any such lude any

of invalidity

  

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Purchase Terms & 

or unenthe rementire uagreembinding

21. SERVIC

where tword “Gparagra

22. ACCEPTconditioAcceptaproposepurchasdeemedon the fnecessaaccepta

23. CONTRplans, sPurchasagreemexplain event thremain

24. WARRA

the speand equin all Orand recpractice

25. INDEMBuyer, or injurof or in hereundpersonsall subcof serviThese inattorneypart, bymaintaito by BuBuyer w

Commecoveragshall haPurchasSeller h

Conditions – 0116

nforceability omaining provisunderstanding

ments, with re on the partie

CES. For all they are modGoods” in theaphs 26-35.

TANCE. All ons set forth,ance by Selleed by Seller ase services ond accepted byface hereof (tary for the peance to Buyer

RACT TERMSspecificationsse Orders, co

ment. No cou any terms uhat any provi in full force a

ANTY. Sellecifications, inuipment usedrders. Professcommendatioes.

MNITY. (a) Sits officers, ay, including r any manner der, breach os or property contractors hices purchasendemnities sy’s fees) howy acts or omisn insurance cuyer at the tiwith certificat

ercial Generalge) Automobiave cause to ese Order, Selhas Workers’

6 

of any one prsions hereof. g of the partiespect theretoes and their r

Orders for seified by the f specified pre

Purchase Ord and it is notr is limited toare acceptabln any terms cy Seller at thethe term “Seerformance ofr.

S. The terms or other docnstitute the erse of prior dsed in Ordersision herein sand effect, an

r warrants thnstructions, dd in connectiosional servicens prepared

Seller, its succgents and emreasonable at connected w

of any warran arising out oired by Sellered by Buyer, hall further c

wever caused ssions of negcoverage listeime Purchasetes of insuran

l Liability (incle Liability Prenter onto Buler shall provCompensatio

rovision hereo All Orders anes with respeo, whether wrespective su

ervices, precefollowing paraeceding parag

ders constitut an acceptano the terms he to Buyer anconflicting wie earlier of (Irvices” to incf such service

set forth herecuments as aentire Order ealings betws. All modificshall be deemnd binding up

hat all servicedrawings or saon therewith es provided bin accordance

cessors and amployees, frottorney’s fees

with the failurnty, and incluof acts or omir in the eventand employeover all such or occasione

gligence by Bued below at le Orders are ance showing s

cluding Produrofessional Eruyer’s premisvide Buyer, pron Liability co

 

of shall have nd the terms ect to the purritten or oral

uccessors and

eding paragraagraphs), as graphs also m

te an offer toce of any off

hereof. No adnd are herebyith, limiting oI) Seller comclude such sees), or (II) S

ein and applire specificallyand are inteneen the partications must med invalid orpon the partie

es will be timeamples furnisshall be free

by Seller, if ae with genera

assigns, hereom and agains, sustained bre by Seller toding any lossissions of Selt that Seller iees who enter losses, dam

ed and whethuyer, its officevels no lessaccepted. Upsuch coverag

ucts and Comrrors and Omses in order trior to such eoverage in am

no bearing o and conditiorchase and sa, are superse

d any permitt

aphs 9, 11, 1 well as the fmean “Servic

o buy servicesfer made by Sdditional, diffy specifically

or modifying tmencing perf

ervices and aneller forward

ed to all Purcy incorporatended by the pies and no us be in writingr unenforceabes hereto.

ely and diligeshed by Buye from defectspplicable, wilally accepted

eby indemnifinst any and aby Buyer or ao perform fulses, damagesller’s officers,is acting as ar Buyer’s preages, claims,

her or not clacers, agents as than $1,000pon Buyer’s re.

mpleted Operamissions (if apto perform Seentry, with a mounts equal

on the continuons containedale of the gooeded hereby.ted assigns.

15, 17, and 1following paraces” except a

s on the exprSeller nor a cferent or confy rejected, Buthe terms heformance of tny materials,ing written a

chase Ordersed herein by rparties as a fsage of the trg and signed ble, the othe

ently performer and that as and fit for tll be performd engineering

es and agreell losses, damany other perly or properlys, injuries or , agents, incl

a general conemises to perf, liabilities orimed or deteand employee0,000 unless request Selle

ations and Copplicable) (c) eller’s obligat certificate of to or greate

uing force and herein consods, and any All Orders sh

9-25 apply (eagraphs. Uses noted or m

ress terms anconfirmation. flicting provisuyer being unereof. This ofthe services , parts or equcknowledgem

together witreference on final expressiorade shall supby both partir provisions h

med in conformll material, phe purposes ed, findings o principles an

es to hold harmages, liabilitrson or entityy its obligatio claims whethuding but notractor for thform any ser

r injuries (incrmined to bees. (b) Sellelower levels

er shall promp

ontractual Lia If Seller’s emtions set out f insurance shr than the sta

3  

nd effect of titute the

y prior hall be

except e of the odified in

nd sions nwilling to ffer shall be described uipment ment of

th such the face of on of their pplement or ies. In the hereof shall

mity with rocedures expressed obtained, nd

rmless the ties, claims y arising out ons her to

ot limited to he provision rvices. luding

e caused, in er shall are agreed ptly provide

ability mployees in this howing that atutory

  

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GI

Purchase Terms & 

amountSeller scancelle

26. TERMIelectronof eitheshall suentitledALL INCof any pto implewritten thereof

27. INSPECwhich tocompletunder a

28. INDEPOrders,generalcontrac

Note: agents,purchas

29. SELLERpresentincludinSafety athe Occthe War

30. AFFIRMregard t

31. CONFL

(“DRC”)obligaticontain originatdiligencBuyer arequestobligati

32. Anti-Traunder itregulatidealing sourcinglegislati

GOVERNMENIf Purchase O

Conditions – 0116

ts unless spechall provide ted before the

NATION. Bunic notice wher party not fuurvive in the e to payment

CIDENTAL ANproposed majementation o approval of s.

CTION AND o review wortion of servicapplicable law

ENDENT CO Seller, its ag contractor fotors and non

Seller is actin including bused by Buyer

R’S COMPLIAtly complies wng, without limand Health Acupational Sarranties set fo

MATIVE ACTto race, color

ICT MINERA) conflict freeons through certain “conting from the ce frameworkare conflict-frted format, ceons. afficking Legits control to ions relating with human g, environmeion or regulat

NT CONTRACOrders cover a

6 

cifically exemthat the Buye

e expiration d

uyer shall haenever it deeully performeevent of any only for thos

ND CONSEQUjor change in

of such changsuch propose

ACCEPTANCrk performed es shall not i

w.

NTRACTOR.gents, includior the provisie of them is

ng as generaut not limited , are subject

ANCE WITHwith all applicmitation, the ct of 1970, afety and Heaorth in this P

TION. AMOT r, national or

ALS. AMOT ise in the procuits publically flict minerals DRC or an a

ks, and manaree. Additionertain data co

slation - Sellmaterially coto ethical and rights includental protectiotion impleme

CTS articles or ser

mpted by stater will be giveate stated on

ve the right tems such actied shall termitermination b

se services wENTIAL DAMA

n design, matges. Supportined change mu

CE. Buyer sh prior to Buyempair or con

. Seller and Bing but not limion of serviceor shall be de

l contractor f to subcontra to the terms

APPLICABLcable federal, Fair Labor Ss amended, alth Act of 197aragraph.

has a policy igin, sex, reli

s committed urement of ce traded parens” (cassiteritedjoining coungement systeally, Supplieroncerning its

er is in compmply with, ad responsibleing, without on, sustainab

enting the Pri

rvices for Buy

 

tute. (d) All cen 30 days’ nn the certifica

to terminate ion to be in itinate, but anyby Buyer othhich have beAGES ARE EXterial or proceng data, if anust be obtaine

all have ten (er’s acceptanstitute a waiv

Buyer acknowmited to subces purchased eemed an em

for all projectactors employs and conditio

LE LAWS. S, state and lotandards Actand that the 70. Seller sha

of Affirmativigion, handica

to being or bertain materiant company te, wolframite,ntry. Supplieems to ensurr agrees to ti supply chain

pliance with, all applicable se standards olimitation, huble developmnciples.

yer’s use in t

certificates of notice if the date.

any Order ints best interey right baseder than for d

een completedXPRESSLY EXess relating tny, shall be sed by Seller

(10) days aftnce thereof. Fver of any of

wledge that incontractors in by Buyer, an

mployee or ag

ts. Seller andyed by Sellerons herein.

Seller, in by aocal laws, regt of 1938, as Services to ball, upon req

e Action to eap, or status

becoming Demals used in itsto disclose wh, columbite-tar agrees to are that minermely providen that may be

and requires state, nationaof behavior, inuman traffick

ment and bribe

the performan

f insurance redescribed pol

n whole or in est. Upon termd on prior breefault of Selld. This remeXCLUDED. Seto the performent to Buyer prior to Selle

ter actual comFailure of Buyf the Buyer’s

n performing n the event tnd employeesgent of Buyer

d all of its emr for the prov

cceptance ofgulations, rule amended, anbe supplied huest, furnish

nsure equal o as a disable

mocratic Reps products. Ahether produantalite, golddopt and impals used in a

e, upon AMOTe needed for

its subcontraal, and internncluding, witking and slaveery and corru

nce of any co

equested by Bicies are mod

part by writtemination, all each or perfoer. Seller sh

edy shall be eller shall infomance of serv for evaluatio

er’s implemen

mpletion of seyer to inspect remedies he

services purhat Seller is s, are indeper.

mployees, officision of the s

f Orders certies and ordinand the Occuphereunder com Buyer a cert

opportunity wd or Vietnam

ublic of the CAMOT has repcts it manufa

d or derivativplement policny goods supT’s request an applicable re

actors and annational laws,hout limitatioery and confluption, includ

ontract or sub

4  

Buyer from dified or

en or obligations rmance

hall be exclusive. orm Buyer vices prior on, Buyer’s ntation

ervices in t the reunder or

suant to all acting as a

endent

cers, and services

fies that it ances, ational mply with tificate as to

without m veteran.

Congo porting actures es) cies, due pplied to nd in a eporting

ny person , rules and on, those ict mineral

ding any

bcontract

  

P

us a

b

c

d

e

Purchase Terms & 

under which tshall apply.

a. Seller agrRenegotiaherein, innegotiatioexpressly

b. If the Govnotice to upon the by the Go

c. Seller shawage rateto Execut1973, andsubcontrafacilities a

d. All materiapproval

e. Seller agrfinal paympertinent Order.

Conditions – 0116

the United St

rees by accepation Act of 1cluding all pr

on. Any subcoy subject ther

vernment shoSeller. All cl same terms,overnment fo

all comply wites and other ive Order 11d all terms anact, the Subcas provided in

ials and workof the Gover

rees that the ment under th books, pape

6 

tates Governm

ptance of Pur1951 and regurovisions andontracts issuereto.

ould terminataims and dem conditions allowing such

th all applicabsubjects pert246, The Vietnd regulationontractor, Sen 41 C.F.R. S

kmanship usenment and/o

Comptroller he prime conrs and record

ment or agen

chase Ordersulations adop regulations ed by Seller t

te the contracmands of Seland settlemen termination.

ble Governmetinent to Selletnam Era Vets associated

eller or SupplSection 60-1.8

ed in the perfr Buyer at al

General of thtract with the

ds of Seller in

 

ncy thereof is

s that the sampted thereundwith respect to which said

ct work, Buyeler arising fronts as the cla

ent laws and er’s subcontrterans Readju with such acier certifies t8. Seller sha

formance of Ol times during

he United Stae Governmennvoicing the p

s the principa

me shall be sder, to the sa to the elimind Renegotiatio

er reserves tom such cancaims and dem

regulations ract goods or ustment Act cts. By enterihat he maint

all provide ev

Orders shall bg manufactu

ates shall, unnt, have acceperformance

al contractor,

subject to all ame extent anation of exceon Act may a

he right to cacellation shal

mands of Buye

relating to nor services, incof 1974, Theng into the Ptains no segrevidence of com

be subject to re.

til the expiraess to and the of or transac

the following

of the proviss is set forth essive profitsapply shall als

ancel Order bl be adjusteder are adjust

on-discriminacluding but noe RehabilitatioPurchase Ordeegated emplompliance upo

inspection, t

ation of three e right to exactions relating

5  

g terms

ions of the in detail through so be made

by written d and paid ed and paid

atory hiring, ot limited on Act of er or oyee on request.

test and

years after amine any g to this

  

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Purchase Terms & 

Conditions – 01166    6