Orolia USA, Inc. General Terms and Conditions of Purchase STD-POTC-003

Transcription

1 Orolia USA, Inc. General Terms and Conditions of Purchase STD-POTC-003 This is a Purchase Order between Orolia USA, Inc., doing business as Spectracom, hereafter referred to as Buyer, and Seller identified on the face of this Purchase Order, hereafter referred to as Seller. 1. ACCEPTANCE - This Purchase Order constitutes Buyer s offer to Seller, and is a binding contract to the terms and conditions set forth herein when it is accepted by Seller either by signature on the acknowledgement copy or the commencement of performance. No condition stated by Seller in quoting, accepting or acknowledging this order shall be binding upon Buyer if in conflict with, inconsistent with, or in addition to the terms and conditions contained herein unless accepted by Buyer s written approval. This Purchase Order expressly limits acceptance to the terms of this order, and additional or different terms proposed by the Seller are rejected unless assented to in writing by the Buyer. 2. PRICE This Purchase Order shall not be filled at higher prices than specified. If price is omitted, the materials or services shall be billed at price last quoted or paid, or at the prevailing market price on the date of this Purchase Order, whichever is lower. The prices set forth herein shall include all applicable Federal, State and local taxes and duties. 3. REVISIONS No revisions of this order or any of these terms or conditions shall be valid unless agreed to in in writing and signed by an authorized representative of Orolia USA, Inc. 4. CHANGES Buyer may at any time by written order, without notice to any surety, make changes or additions within the general scope of this Purchase Order in or to (i) drawings, designs, specifications or instructions for work, (ii) method of shipment or packing, (iii) reasonable adjustments in quantities, delivery schedules or both, (iv) time of performance, (v) place of performance, (vi) place of delivery, inspection or acceptance and (vii) terms and conditions of the Purchase Order required to meet Buyer s obligations under Government Prime Contract or Subcontract. If any such change causes an increase or decrease in the cost of or the time required for performance of this Purchase Order, Seller shall notify Buyer in writing immediately and Buyer will make an appropriate equitable adjustment in the price or time of performance, or both, by written modification within thirty days after Seller s receipt of notice of the change or within such other period as may be agreed on in writing by the parties. Nothing herein shall excuse Seller from proceeding with the Purchase Order as changed. 5. QUANTITY Buyer need not accept any variation in quantity except as specified herein. Exceptions will be made for excess ordered goods when the accepted industry standard permits limited quantity variances. However, Buyer s obligation to accept ordered goods in such cases shall not exceed ten percent (10%) variance over the quantity ordered or the nearest quantity over the quantity ordered which conforms to standard packaging. 6. PACKING AND SHIPMENT Deliveries shall be made as specified without additional charge for transportation, boxing, crating, or storage unless specified in this Purchase Order. Unless otherwise specified, Products shall be suitably packed to secure the lowest transportation cost in accordance with the requirements of common carriers. Seller is responsible for loss or damage to the Products due to improper or insufficient packaging. Material shall be described in the bills of lading in accordance with current national mode of freight or uniform freight classification whichever is acceptable. Buyer s Purchase Order numbers, Orolia USA, Inc. part numbers and descriptions must be plainly marked on all invoices, packing lists, packages, bills of lading and shipping orders. Buyer s count or weight shall be final and conclusive on shipments not accompanied by packing lists. Shipping receipts or bills of lading shall be sent to Buyer on date material is shipped. Products shall be packed to assure against damage from weather or transportation. Expenses, charges or claims other than standard freight costs, including but not limited to insurance offered by the freight carrier shall be Seller s responsibility. In cases where a shipment is sent freight collect using Orolia USA, Inc. s freight account, Orolia

2 USA, Inc. will charge back to the Seller any charges not preapproved in writing by Orolia USA, Inc. such as Declared Value. Seller shall reference Buyer s Purchase Order number on the Bill of Lading/Airway Bill. 7. DELIVERY Delivery shall be strictly in accordance with the delivery schedule set out or referred to in this order. Notwithstanding this provision, the Seller shall not be liable for delays or defaults due to causes beyond its control and without its fault or negligence, provided, however that if Seller has reason to believe that deliveries will not be made as required due to such causes, written notice setting forth the cause of any anticipated delay shall be given immediately to Buyer. Such notice shall include the Orolia USA, Inc. Purchase Order number and part numbers as well as a revised delivery schedule and shall not constitute a waiver to Buyer s rights and remedies hereunder. 8. INVOICING Invoices shall be sent immediately after each shipment to the Orolia USA, Inc. Accounts Payable address shown on the face of the Purchase Order. Invoices shall contain the following information: order number, item number, description of items, sizes, quantities, unit prices and extended totals, as well as country of origin, ECCN and US Harmonized Tariff Schedule (HTS) number for each item. Delays in receiving invoices, errors or omissions on an invoice, or lack of supporting documentation required by the terms of this order will be cause for withholding settlement without losing discount privileges. 9. PAYMENT Payment for Products covered by this Purchase Order will be made per the terms listed on the face of the Purchase Order, following receipt of such Products at destination and appropriate invoice unless the invoiced amount is in dispute. Payment shall not constitute final acceptance. Buyer may withhold payment for shortages and/or nonconforming Products or Services. In the event Seller is liable to Buyer for any amounts, Buyer may, at its election, set off against any amounts payable to Seller under this Purchase Order. 10. INSPECTION AND ACCEPTANCE If a specification number is noted for the articles ordered, upon request Seller shall furnish a report confirming manufacture of the items according to specification. Seller shall keep and maintain inspection, test and related records, which shall be available to Buyer or Buyer s representative. All items will be subject to final inspection and acceptance by Buyer within sixty (60) days after receipt at the designated destination, irrespective of prior payment. Buyer may reject any article which contains defective material or workmanship or does not conform to specifications, samples or warranties. Any article so rejected may be returned to Seller at Seller s risk and expense, and at full invoice plus applicable transportation charges both ways. No defective item or material shall be replaced unless requested by Buyer. If Seller delivers nonconforming Products or Services, Buyer may, at its option and Seller s expense: (i) return the Products for refund or credit; (ii) require Seller to promptly correct or replace the Products or Services; (iii) correct the nonconformance; or (iv) obtain conforming Products or Services from another source. Buyer shall specify the reason for any return or rejection of nonconforming Products or Services and/or shall describe the action taken. Seller shall be liable for any increase in costs, including procurement costs attributable to Buyer s rejection of the nonconforming Products or Services. All items to be delivered hereunder shall consist of new materials. 11. PARTS AVAILABILITY Seller shall make available for purchase to Buyer repair parts for all Products for a period of 7 years after delivery. Seller shall give at least 6 months prior written notice to Buyer if Seller will be unable to supply such parts, and will use its best efforts to assist Buyer in obtaining a reasonable alternative source of supply. 12. LEAD-FREE Seller shall notify Buyer if goods contain lead-free finish or lead-free solders. 13. TITLE AND RISK OF LOSS Title and risk of loss shall transfer to Buyer upon delivery of goods to Buyer. 14. SUPPLY CHAIN SECURITY Seller shall be certified for C-TPAT or alternatively has implemented core provisions substantially similar to the C-TPAT program within its business and operational processes. Seller

3 commits to maintaining these or substantially equivalent processes and agrees to comply with reasonable requests for information and/or completion of a questionnaire regarding its supply chain security practices. 15. RESTRICTION OF HAZARDOUS SUBSTANCES ( RoHS ) - Seller is and remains solely responsible for compliance with any and all applicable RoHS rules and regulations ( RoHS Legislations ) including but not limited to EU Directive 2011/65/EU as of 08 June 2011, the Chinese Administrative Measures on the Control of Pollution Caused by Electronic Information Products as of 28 February 2006, and all subsequent releases, all as amended, varied or otherwise restated from time to time, as well as all national or local regulations issued in connection with the aforesaid RoHS Legislations. All Products must be suitable and fit for RoHS compliant production and sale. Seller will complete and sign Buyer s standard Declaration of RoHS Compliance at the part number level, use appropriate systems and processes to ensure the accuracy of these determinations and maintain appropriate records to allow traceability of all Products. 16. OTHER PRODUCT-RELATED LEGISLATION Seller is and remains fully responsible for compliance at its sole cost with any applicable product-related environmental legislation including all applicable national implementing legislation, each as amended, varied or otherwise restated from time to time, including but not limited to, Regulation (EC) No. 1907/2006 concerning the Registration, Evaluation, Authorization and Restriction of Chemicals ("REACH"), Directive 2002/96/EC ( WEEE ) and related or similar legislation wherever applicable, Directive 2006/66/EC on batteries and accumulators and waste batteries and waste accumulators ("Battery Directive") and Directive 2009/125/EC establishing a framework for the setting of Ecodesign requirements for energy-related products ("Ecodesign Directive"), including all Implementing Measures enacted on the basis of the Ecodesign Directive and all other applicable European product-related legal requirements, such as harmonized standards goods must meet when placed on the EU market, including CE marking. With respect to REACH, Seller has fulfilled and shall fulfill all its obligations under REACH, in particular all information requirements vis-àvis Buyer, including without limitation the provision of a due and comprehensive safety data sheet in accordance with REACH. All Products must be suitable for compliant production and sale on the EU market. Additional information on product-related requirements and policy will be communicated from time to time, but failure to provide such information will in no way limit Seller s responsibility hereunder. 17. SOLID WOOD PACKAGING MATERIAL Seller shall comply with all International Plant Protection Convention ( IPPC ) regulations on solid wood packaging material ( SWPM ) as outlined in ISPM-15 and elsewhere. Seller shall ensure, and provide appropriate certification, that all SWPM shall be marked with the IPPC logo, country code, the number assigned by the natural plant protection organization and the IPPC treatment code. 18. WARRANTY Seller warrants that all items, material and work furnished hereunder will be free from defect in material workmanship and will conform to all applicable specifications, drawings, samples and any descriptions furnished by Buyer. The warranties of Seller together with its service guarantees shall run to Buyer and/or its customers. 19. PATENT INDEMNITY To the extent permitted by law, Seller agrees to indemnify Buyer and its customers against liability, including cost and expenses, for or by reason of any actual or alleged infringement of any patent or trademark arising out of the manufacture use, sale or disposal of articles furnished to Buyer under this Purchase Order, except where such supplies or articles would be normally non-infringing but are rendered infringing by reason of Seller s compliance with Buyer s detailed design specifications and Seller gives prompt notice of any claim of infringement related thereto. Seller shall not settle any such suit or claim without Buyer's prior written approval. Seller agrees to pay or reimburse all costs that may be incurred by Buyer in enforcing this indemnity, including attorneys' fees. Seller shall not settle any such suit or claim without Buyer s prior written approval. Should Buyer's use, or use by its distributors, subcontractors or customers, of any Products or Services purchased from Seller be enjoined, be threatened by injunction, or be the subject of any legal proceeding, Seller shall, at its sole cost and expense, either: (i) substitute fully equivalent non-infringing Products or Services; (ii) modify the Products or Services so that they no longer infringe but remain fully equivalent in functionality; (iii)

4 obtain for Buyer, its distributors, subcontractors or customers the right to continue using the Products or Services; or, (iv) if none of the foregoing is possible, refund all amounts paid for the infringing Products or Services. 20. SUBCONTRACTING Seller agrees to obtain Buyer s written approval before subcontracting this order or any substantial portion thereof, provided however, that this limitation shall not apply to the purchase of standard commercial supplies or raw materials on which Seller will perform further work. 21. ASSIGNMENT The assignment of any right or interest in this Purchase Order without written permission of the Buyer shall be wholly void and totally ineffective except that the Seller may, with written consent of Buyer, assign claims for money due or to become due hereunder through a bank, trust company, federal lending agency or other financing institution. Seller shall notify Buyer promptly of any such assignment. Buyer and Seller also agree that neither shall delegate any obligation which he has under this Purchase Order without written permission of the other party, and any attempted delegation without written permission shall be wholly void and totally ineffective for all purposes. Any permitted assignment shall provide that payment to an assignee of any such claim shall be subject to set off or recoupment for any present or future claim or claims which Buyer may have against Seller and shall be valid only after Seller has supplied Buyer with two properly executed copies of the assignment. 22. FORCE MAJEURE Seller shall not be liable for damages if the failure to perform this Purchase Order arises out of causes beyond the control and without fault or negligence of Seller, such as, but not limited to, acts of God or of a public enemy, fires, flood, strikes, embargoes, quarantine restrictions, freight embargoes, or acts of Government in either its sovereign or contractual capacity, but in every case the failure to perform must be beyond the control and without the fault or negligence of Seller. Each party shall give the other immediate notice of any event that such party claims is a Force Majeure conditions that would prevent the party from performing its obligations hereunder, and of the cessation of the condition. A party s notice under this Section shall include the party s good faith estimate of the likely duration of the Force Majeure condition. 23. TERMINATION FOR CONVENIENCE a. Without limiting the Buyer s right to cancel this Purchase Order for default of Seller, as provided below, Buyer may terminate all or any part of the work under this order and process claims therefore, for its convenience in accordance set forth in FAR entitled Termination for the convenience of the Government. In the event of partial termination, Seller is not excused from performance of the non-terminated balance of work under this Purchase Order. In such event, Buyer shall have all rights and obligations accruing to it either at law or in equity, including Buyer s rights to title and possession of the items and materials paid for. Buyer may take immediate possession of all work so performed upon notice of termination. b. Seller shall immediately stop work and limit costs incurred on the terminated work. c. If such termination is for the convenience of the Buyer, Buyer, after deducting any amount(s) previously paid, shall reimburse Seller for the actual, reasonable, substantiated and allowable costs with the total amount to be paid by the Buyer being determined by negotiation. 24. TERMINATION FOR DEFAULT OF SELLER a. Buyer reserves the right to cancel all or any part of the undelivered portion of this Purchase Order in the event Seller for any reason fails to perform any of the provisions of this Purchase Order, including specified times for delivery, or fails to make progress so as to endanger performance of this Purchase Order or fails to perform any of the other provisions of this Purchase Order. b. Buyer shall also have the right to cancel this order or any part thereof if Seller becomes insolvent or a bankruptcy petition is filed which is not vacated within thirty days from the date of the filing. Seller shall promptly notify Buyer if Seller is the subject of any petition in bankruptcy. In the event of Seller s bankruptcy, Buyer may require Seller to post such financial assurance, as Buyer, in its sole discretion, deems necessary. The rights and remedies of Buyer in this clause are in addition to any other rights and remedies provided by law or under this Purchase Order. c. If the failure to perform is caused by the default of a subcontractor, and if such default arises out of causes beyond the control of both Seller and the subcontractor, and without the fault or negligence of either of them, Seller shall not be liable for damages suffered by Buyer. If after notice of cancellation under the provisions of this article, it is determined that such cancellation was not in accordance with the terms of this Purchase

5 Order, such notice of cancellation shall be deemed to have been issued pursuant to Article 16 entitled TERMINATION FOR CONVENIENCE, and the rights and obligations of the parties hereto shall in that event be governed by such article. The failure of Buyer to insist upon strict performance of any of the terms of this Purchase Order or to exercise any rights herein conferred shall not be construed as a waiver of Buyer s rights to assert or rely on any such terms or rights on any future occasion. d. Buyer may require Seller to transfer title and deliver to Buyer, in the manner and to the extent directed by Buyer, any partially completed Products and raw material, parts, tools, dies, jigs, fixtures, plans, drawings, services, information and contract rights (Materials) as Seller has produced or acquired for the performance of this Purchase Order, including the assignment to Buyer of Seller s subcontracts. Seller further agrees to protect and preserve property in the possession of Seller in which Buyer has an interest. Payment for completed Products delivered to and accepted by Buyer shall be at the Subcontract price. Payment for unfinished Products or Services, which have been delivered to and accepted by Buyer and for the protection and preservation of property, shall be at a price determined in the same manner as provided in the Termination for Convenience provision hereof except that Seller shall not be entitled to profit. Buyer may withhold from Seller monies otherwise due Seller for completed Products and/or Materials in such amounts as Buyer determines necessary to protect Buyer against loss due to outstanding liens or claims against said Products and Materials. 25. DISPUTES Any controversy or claim that may arise out of or in connection with this Purchase Order that after good faith negotiations cannot be resolved to both Parties satisfaction may be resolved by submitting the claim to a court of competent jurisdiction. Pending resolution or settlement of any dispute arising under this Purchase Order, Seller will proceed diligently as directed by Buyer with the performance of this Purchase Order and in accordance with all the Terms and Conditions contained herein. Irrespective of the place of performance, this Purchase Order will be construed and interpreted according to the laws of the State of New York, without resort to its Conflicts of Law Rules. Buyer and Seller shall each bear its own costs of processing any dispute hereunder. 26. REMEDIES Except as otherwise provided herein, the rights and remedies of both parties hereunder shall be in addition to their rights and remedies at law or in equity. Failure of either party to enforce any of its rights shall not constitute a waiver of such rights or of any other rights and shall not be construed as a waiver or relinquishment of any such provisions, rights or remedies; rather, the same shall remain in full force and effect. Buyer shall be entitled at all times to set off any amount owing at any time from Seller or any of its affiliated companies to Buyer, against any amount payable at any time by Buyer or any of its affiliated companies to Seller. 27. BUYER FURNISHED PROPERTY Seller assumes complete liability for any tooling, articles or material furnished by Buyer to Seller in connection with this Purchase Order and Seller agrees to pay Buyer for all such tooling, articles or material spoiled by it or not otherwise accounted for to Buyer s satisfaction. The furnishing to Seller of any tooling, articles or material in connection with this Purchase Order shall not, unless otherwise expressly provided, be construed to vest title thereto in Seller. All drawings, designs, tools, patterns, equipment and information supplied by Buyer hereunder and proprietary rights embodied therein are reserved and their uses restricted to work to be performed for Buyer. The Seller may not disclose any proprietary information to third parties for any reason whatsoever without prior written approval of Orolia USA, Inc. Where no government contract number is shown on the face of this Purchase Order and where payment is made for experimental developmental or research work performed hereunder, Seller shall disclose and does hereby assign to Buyer all inventions resulting there from and does grant Buyer the right to use for any purpose all data specified to be delivered under this Purchase Order. Notwithstanding any other provision of these Terms and Conditions, upon prior notice to Buyer and to the extent such use will not interfere with Seller s performance of Purchase Orders with Buyer in effect at the time, Seller with the Government s authorization, may use on other contracts or Purchase Orders all drawings, designs, tools, patterns, equipment, engineering data or other technical or proprietary information, which the Government owns or has the right to authorize use thereof.

6 28. INTELLECTUAL PROPERTY Any work, writing, idea, discovery, improvement, invention (whether patentable or not), trade secret or intellectual property of any kind first made or conceived by Seller in the performance of this Purchase Order or which is derived from the use of information supplied by Buyer shall be the exclusive property of the Buyer. Seller shall disclose promptly all such works, writings, ideas, discoveries, improvements, inventions, trade secrets or intellectual property to Buyer, and shall execute all necessary documents to perfect Buyer s title thereto and to obtain and maintain effective protection thereof. Any work produced under this Purchase Order is to be deemed a work-for-hire to the extent permitted by law, and, to the extent not so permitted, shall be assigned to, and shall be, the exclusive property of, the Buyer. 29. CONFIDENTIAL/PROPRIETARY INFORMATION All confidential and proprietary information not in the public domain, including, but not limited to writings, drawings, equipment, tooling, models, oral disclosures, disclosed by Buyer and received by Seller, and/or learned of or produced by Seller in connection with the performance of the work under this Purchase Order, is the sole property of Buyer and shall be held by Seller in strict confidence at all times, and shall not be used, nor disclosed by Seller to any third party, without the prior written consent of the Buyer. The provisions of this clause shall survive the performance, completion or termination of this Purchase Order. 30. SPECIAL TOOLING Dies, tools and patterns specially developed for and used in the manufacture of the articles herein ordered shall be furnished by and at the expense of Buyer and shall be kept in good condition and when necessary and with the Buyer s approval, shall be replaced by Buyer. At completion of this order such tools, dies and/or patterns shall be stored for a reasonable time by Seller at no cost to Buyer, and until disposed of as Buyer may direct. 31. INSURANCE Seller agrees, if and when requested by Buyer to procure a policy or policies of insurance in form satisfactory to Buyer insuring all property on Seller s premises owned by Buyer against loss or damage resulting from fire (including extended coverage), malicious mischief and vandalism. Satisfactory evidence of such insurance shall be submitted to Buyer within a reasonable period of time after requested by Buyer. 32. INDEMNITY To the extent permitted by law and in connection with the performance of this Purchase Order, Seller shall (1) provide safety protection for person and property in accordance with all applicable laws and regulations, and (2) defend, indemnify and save harmless Buyer from and against any and all liabilities and losses whatsoever (including without limitation cost and expenses in connection therewith) on account or by reason of injury to or death of any person whatsoever or loss of or damage to any property whatsoever suffered or sustained in the course of or in connection with the performance of the work. Buyer at its option may require Seller to furnish evidence of insurance reasonably satisfactory to Buyer covering the liabilities in indemnification provided above, but no acceptance of such evidence by Buyer shall be deemed a waiver or release of such liabilities or duty to indemnify. 33. INTERNATIONAL TRANSACTIONS All documentation, including Purchase Orders, acknowledgements, packing lists, and commercial invoices shall be in English; if Seller provides documentation in another language, they will also include a complete translation in English. For shipments being imported into the U.S., the Commercial Invoice must include Seller s name and address including country, (as well as consignor s name and address if different), a comprehensive item description, quantity, unit price, total price, US Harmonized Tariff Code (HTS) and country of Manufacture of the Products. Payment will be in United States dollars unless otherwise agreed to by specific reference in the Purchase Order. Seller agrees that the Buyer, its subsidiaries, affiliates or its designees may exclusively use the value of the Purchase Order to satisfy any international offset obligations that Buyer may have with Seller s country, subject to the offset qualifying laws, rules and regulations of that country. 34. EXPORT/IMPORT CONTROLS If Seller is a U.S. company that engages in the business of either manufacturing or exporting defense articles or furnishing defense services, the Seller hereby certifies that it has registered with the U.S. Department of State Directorate of Defense Trade Controls and understands its

7 obligations to comply with International Traffic in Arms Regulations ( ITAR ) and the Export Administration Regulations ( EAR ). Seller shall control the disclosure of and access to technical data, information and other items received under this Purchase Order in accordance with U.S. export control laws and regulations, including but not limited to the ITAR and the EAR. Seller agrees that no technical data, information or other items provided by the Buyer in connection with this Purchase Order shall be provided to any foreign persons or to a foreign entity, including without limitation, a foreign subsidiary of Seller, without the express written authorization of the Buyer. It is Seller s sole responsibility to obtain the appropriate export license, technical assistance agreement or other requisite documentation for ITAR-controlled or EAR-controlled technical data or items, or if a foreign entity, to notify Buyer of the need for such. If not otherwise notified by Buyer, it shall be the responsibility of Seller to determine whether the information provided by Buyer is technical data as outlined in the ITAR (22 CFR ) or technology or technical data as outline in the EAR (Part 772) prior to any release to a third party abiding by the terms outlined herein. Seller shall indemnify Buyer for all liabilities, penalties, losses, damages, costs or expenses that may be imposed on or incurred by Buyer in connection with any violations of such laws and regulations by Seller. Seller shall immediately notify Buyer if it is or becomes listed on any Excluded or Denied Party List of an agency of the U.S. Government or if its export privileges are denied, suspended or revoked. Should the Seller s products or services originate from a foreign location, those products may also be subject to the export control laws and regulations of the country in which the articles or services originate. Seller agrees to abide by all applicable export control laws and regulations of that originating country. Seller shall indemnify Buyer for all liabilities, penalties, losses, damages, costs or expenses that may be imposed on or incurred by the Buyer in connection with any violations of such laws and regulations by Seller. The Buyer shall be responsible for complying with any laws or regulations governing the importation of the articles into the United States of America. The Buyer may be required to obtain information concerning citizenship or export status of Seller s personnel. Seller agrees to provide such information as necessary and certifies the information to be true and correct. 35. COMPLIANCE WITH LAWS AND REGULATIONS a. Seller agrees that the articles will be produced and all work hereunder will be performed in accordance with all applicable statutes and laws (including but not limited to the Fair Labor Standards Act, the Walsh Healey Act, the Occupational Safety and Health Act, and all lawful orders, rules, and regulations thereunder), all executive orders, regulations of any of the Executive Departments of the United States Government, or any state or political subdivision thereof, and agrees to indemnify Buyer against any loss, cost, liability or damage by reason of Seller s violation of any such applicable laws, orders, rules or regulations. b. Seller shall comply with the requirements of the Foreign Corrupt Practices Act (FCPA) as amended, (15 U.S.C. 78dd-1, et. seq.), regardless of whether Seller is within the jurisdiction of the United States; and (ii) neither directly nor indirectly, pay, offer, give, or promise to pay or give, any portion of monies or anything of value received from Buyer to a non-u.s. public official or any person in violation of the FCPA and/or in violation of any applicable country laws relating to anti-corruption or anti-bribery. 36. DEBARMENT By acceptance of this Purchase Order, Seller certifies that the organization or any of its Principals are not presently debarred, suspended, proposed for debarment or declared ineligible for the award of contracts by any Federal agency. In the event the Seller is proposed or debarred by any Federal agency during the performance term of this Purchase Order, Seller shall notify the Buyer s Contractual Contact immediately in writing. 37. EQUAL OPPORTUNITY Seller will comply with all applicable federal, state and local laws and regulations, guidelines and rules relating to (i) equal employment opportunity including, without limitation, all requirements contained in or authorized by Federal Executive Order No of September 24, 1956 and any amendments thereto (ii) employment of qualified disabled veterans and veterans of the Vietnam era, including but not limited to, all requirements contained in or authorized by the Vietnam Era Veterans Readjustment Assistance Act of 1974, and any amendments thereto and (iii) employment of the handicapped, including but not limited to all requirements contained in or authorized by the Rehabilitation Act of 1973, and any amendments thereto.

8 The following clauses of and regulations, except to the extent the Subcontractor is exempt therefrom, are hereby incorporated herein by reference thereto: a. the applicable Equal Employment Opportunity Clause, required under Executive Order 11246, contained in 41 CFR, Sec 60-14; b. the Affirmative Action clause covering the employment of qualified disabled veterans and veterans of the Vietnam era and the regulations contained in 41 CFR, Sec ; and c. the Affirmative Action Clause covering the employment of handicapped workers and the regulation contained in 41 CFR Part By accepting this Purchase Order, Seller certifies that is complies with the authorities cited above, and that it does not maintain segregated facilities or permit its employees to perform services at locations where segregated facilities are maintained, as required by 41 CFR GOVERNMENT CONTRACT PROVISIONS In accordance with the Federal Acquisition Regulation (FAR) and the Department of Defense (DoD) FAR Supplement (DFARS), when the materials, products or services furnished are for use in connection with a U.S. Government DoD Prime Contract or higher-tier contract, in addition to the General Provisions contained herein (STD-TC-003), the following FAR and DFARS clauses and provisions (as referenced here) shall apply as required by the terms of the prime contract or by operation of law or regulation: a. Preference for Domestic Specialty Metals and Alternate 1 (DFARS and ALT 1). b. Domestic Specialty metals (DEVIATION) and Alternate 1 (DEVIATION) (DFARS DEVIATION) also apply. These deviations apply to Purchase Orders under prime contracts entered into after November 15, c. Contractor Code of Business Ethics and Conduct (Apr 2010) (FAR (b)) For each lower tier Subcontract or Purchase Order awarded in support of and charged to a U.S. Government Contract, the Buyer shall provide the appropriate flow-down clauses to include: (i) a list or lists of clauses set forth in the Federal Acquisition Regulation (FAR) or the Defense Federal Acquisition Regulation Supplement (DFARS) or any other Federally published Supplement; and (ii) such appended FAR, DFARS or other clauses are incorporated by reference as if set forth at length herein. The effective date of the aforementioned clauses in this Article is in effect as of the date of the said Subcontract or Purchase Order. a. Whistleblower Protections under the American Recover & Reinvestment Act of 2009 ( ) If funded under the Recovery Act b. Contractor Employee Whistleblower Rights and Requirement to Inform Employees of Whistleblower Rights 2009 ( FAR ) Subcontracts greater than the Simplified Acquisition Threshold (SAT) c. Subcontracting & Debarred, Suspended or Proposed for debarment ( ) Subcontracts greater than $30,000 d. Utilization of Small Business Concerns ( ) e. Convict Labor ( ) f. Prohibition of Segregated Facilities ( ) g. Equal Opportunity ( ) (E.O ) h. Equal Opportunity for Veterans ( ) (38 U.S.C. 4212(a)) i. Affirmative Action for Workers with Disabilities ( ) Subcontracts greater than $15,000 j. Combating Trafficking in Persons ( ) (22 U.S.C. 7104(g)) k. Patent Rights Ownership by the Government ( and ) l. Subcontracts for Commercial Items ( ) m. Encouraging Contractor Policies to Ban Text Messaging While Driving ( ). Subcontracts greater than $3000 n. Section 503 of the Rehabilitation Act of Subcontracts greater than $10,000 o. Requirement to Inform Employees of Whistleblower Rights ( ) 39. SEVERABILITY If any provision of this Purchase Order or application thereof is found invalid, illegal or unenforceable by law, the remainder of this Purchase Order will remain valid, enforceable and in full force and effect, and the parties will negotiate in good faith to substitute a provision of like economic intent and effect.

9 40. COUNTERFEIT PRODUCTS For purposes of this clause, Goods are any tangible items delivered under this Order, including without limitation the lowest level of separately identifiable items, such as parts, articles, components, and assemblies. "Counterfeit Goods" are Goods that are or contain items misrepresented as having been designed, produced, and/or sold by an authorized manufacturer and seller, including without limitation unauthorized copies, replicas, or substitutes. The term also includes authorized Goods that have reached a design life limit or have been damaged beyond possible repair, but are altered and misrepresented as acceptable. Seller agrees and shall ensure that Counterfeit Goods are not delivered to Buyer. Goods delivered to Buyer or incorporated into other Goods and delivered to Buyer shall be new and shall be procured directly from the Original Component Manufacturer (OCM)/Original Equipment Manufacturer (OEM), or through an OCM/OEM authorized distributor chain. Work shall not be acquired from independent distributors or brokers unless approved in advance in writing by Buyer. When requested by Buyer, Seller shall provide OCM/OEM documentation that authenticates traceability of the affected items to the applicable OCM/OEM. In the event that Work delivered under this Agreement constitutes or includes Counterfeit Goods, Seller shall, at its expense, promptly replace such Counterfeit Goods with authentic Goods conforming to the requirements of this Agreement. Notwithstanding any other provision in this Agreement, Seller shall be liable for all costs relating to the removal and replacement of Counterfeit Goods, including without limitation Buyer s costs of removing Counterfeit Goods, of reinserting replacement Goods, and of any testing necessitated by the reinstallation of Goods after Counterfeit Goods have been exchanged. Seller shall include equivalent provisions in lower tier subcontracts for the delivery of items that will be included in or furnished as Goods to Buyer. 41. CONFLICT MINERALS Buyer is committed to work towards the elimination of conflict minerals in our Products. Many of our customers are subject to Section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and require us to report the use and source of conflict minerals used in our products; these include tantalum, tin, tungsten and gold (3TG) originated in the Democratic Republic of the Congo or an adjoining country. We strongly encourage our suppliers to follow a policy to source 3TG from certified conflict-free smelters. Seller shall disclose whether any conflict minerals as defined by Section 1502 of the Dodd-Frank Act will be contained in or necessary to the functionality or production of any of the products, parts or materials delivered to Buyer under this Purchase Order. In the event such minerals are used, Seller shall immediately notify Buyer and identify the Product(s) in which the conflict mineral(s) were used. Seller agrees to annually provide a report of the smelters in which the conflict minerals were processed and the countries in which they were mined. If country of origin and/or smelter is undetermined, Seller shall provide a description of the measures taken to discover the chain of custody of such materials to the original smelter or refiner. 42. STANDARDS OF BUSINESS ETHICS AND CONDUCT By the acceptance of this Purchase Order, Seller represents that it has not and shall not participate in any conduct in connection with this Purchase Order that violates the Policies and Procedures of Orolia USA, Inc. Business Ethics and Conduct Standards of the Seller or an equivalent policy. Seller shall neither receive nor give any gifts or gratuities in connection with this Purchase Order. Seller s employees are required to conduct company business with integrity and maintain a high standard of conduct in all business-related activities. Seller shall not engage in any personal, business, or investment activity that may be defined as a conflict of interest, whether real or perceived. If, at any time, Buyer determines that Seller is in violation of the applicable Policies and Procedures, Buyer may cancel this Purchase Order upon written notice to Seller and Buyer shall have no further obligation to Seller. 43. GOVERNING LAW This Purchase Order shall be governed by and construed in accordance with the laws of the State of New York without regard to its conflict of law provisions. 44. DPAS PRIORITY RATING If so identified, this Purchase Order is a rated order in support of a U.S. Government DPAS rated contract or subcontract, certified for national defense use, and Seller s signature constitutes acceptance of requirements under the Defense Priorities and Allocation System Regulation (15 C.F.R. Part 700).