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Terms & Conditions

| Dec.24.2019

PRICES INCLUDE TAXES AND PACKAGING: Except as Buyer has otherwise provided in this order, the prices stated in the purchase order include (i) all applicable federal, state and local taxes, and duties; and (ii) the cost of packaging the goods purchased in a manner suitable for shipment by the method specified by Buyer.

CHANGES: Buyer reserves the right at any time prior to the delivery date of this order by written notice to Seller to make changes to the drawings, designs or specifications of the goods ordered, the method of packing and shipping, the time, place or method of delivery, the quantity of goods ordered or the work covered hereby. If any such changes affect Seller’s cost and/or delivery schedule, Seller shall notify Buyer immediately, and, in the case of an increase in Seller’s cost, within twenty (20) days of such notice Seller shall submit a detailed cost break-down comparing original requirements and costs to the changed requirements and costs. The parties will then discuss an equitable adjustment in purchase order price, delivery schedule or both; however, no adjustment will be binding on Buyer unless evidenced by a purchase order, change notice or revision to this purchase order signed by an authorized representative of Buyer’s Purchasing Staff. Nothing in this Section shall excuse Seller from proceeding with this purchase order as changed.

Seller shall notify Buyer no less than sixty (60) days prior to the discontinuation of or change in any good or service. In the event of any such discontinuance or change, Buyer will have the option to terminate this purchase order without incurring any liability to Seller as a result of such 2 termination. If any discontinuance or change occurs without prior written notice to the Buyer, Buyer can hold Seller responsible for costs related to such discontinuance or change.

PACKING, MARKING AND SHIPPING, PACKING SLIPS: Seller shall pack, mark and ship all goods in accordance with the requirements of this purchase order and good commercial practices, and in a manner which will permit the securing of the best transportation rates. Damage to any article resulting from improper packaging will be charged to the Seller. No additional charges will be allowed for containers, crating, boxing, bundling, dunnage, drayage, storage or transportation thereof, unless stated in this purchase order. Packing slips must accompany all shipments. The Buyer’s count will be accepted as final and conclusive on all shipments not accompanied by packing slips. The Buyer’s purchase order number and Seller’s packing slip number, description and count must appear on all invoices, packages, and bills of lading.

DELIVERY: Unless otherwise specified in this purchase order, all deliveries shall be made F.O.B. at the “ship to” address specified therein. Seller agrees to uphold Minimum International Cargo Security Standards for the international transport of purchased goods by using certified carriers and forwarders, by prohibiting unauthorized access to shipments, and internal physical security standards as outlined by the Customs-Trade Partnership Against Terrorism Program, or mutual recognition programs. Seller shall deliver in accordance with the delivery date(s) specified in this purchase order or, if a delivery date or dates are not specified, then only as authorized in shipment releases issued by Buyer to Seller. If delivery by lots is specified, the designated quantity within each lot and the number of lots to be delivered shall not deviate from the purchase order schedule unless written authorization is received by Seller from an authorized representative of Buyer’s Purchasing Staff. If Seller’s delivery of the purchased goods or services is not made in the quantities and at the times specified herein, Buyer reserves the right without liability and in addition to any other rights and remedies, to cancel this purchase order and to procure substitute goods or services and charge Seller with any loss incurred including lost profits and special damages. Buyer shall have the right to reject any goods or services which are tendered by Seller in advance of the date scheduled for delivery, to accept early delivery of goods or services and defer payment until after the scheduled delivery date or to accept early delivery of goods and place such goods in storage at Seller’s expense until the scheduled delivery date. Buyer may return any overshipments to Seller at Seller’s risk and expense.

FORCE MAJEURE: Neither party shall be liable for delays or defaults due to causes beyond its control and without its fault or negligence, provided that Seller delivers written notice setting forth the cause of the anticipated delay immediately to Buyer whenever Seller has reason to believe that performance will not be made as scheduled. If Seller’s delay or default is caused by a delay or default of a subcontractor or supplier, such delay or default shall be excused only if it arose out of causes beyond the control of both Seller and the subcontractor or supplier and without the fault or negligence of either of them, and the goods or services were not obtainable from other sources in sufficient time to meet the required delivery or performance schedule.

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