Acceptance Order of Precedence - Modification 2.1. …

1 Honeywell Standard Purchase Order Terms and Conditions for Goods and Services 2. Delivery, Shipment and Packaging 1. Acceptance Order of Precedence - Modification TIME IS OF THE ESSENCE. Supplier will deliver This purchase Order ( Purchase Order ) is for the Goods in the quantities and on the date(s) specified on the purchase of goods, services, or both as described on the Purchase Order or Purchase Order schedule releases. If face of this Purchase Order (collectively, Goods ) and delivery dates are not stated, Supplier will offer its best is issued by the member of Honeywell International Inc, delivery date(s), which will be subject to Acceptance or group of companies identified on the face of this rejection by Honeywell. Unless otherwise directed, all Purchase Order ( Honeywell ).. This Purchase Order is Goods shipped in one day from and to a single location deemed accepted when the supplier to which this must be consolidated on one bill of lading or air waybill, Purchase Order is issued ( Supplier ) returns the as appropriate.

2 Acknowledgment copy of this Purchase Order or begins If the delivery schedule is endangered for any reason other performing, whichever is earlier. Honeywell rejects any than Honeywell's fault, then Supplier will, at its expense, additional or inconsistent terms and conditions offered by deliver Goods by the most expeditious shipping method Supplier at any time. Any reference to Supplier's required to fulfill the Purchase Order delivery quotation, bid, or proposal does not imply Acceptance of requirements. Supplier is responsible for all costs incurred any term, condition, or instruction contained in that by Honeywell resulting from Supplier's delayed or missed document. delivery. If any Products are not delivered on time, These terms and conditions together with any previously Honeywell may, without prejudice to its other rights, executed non-disclosure agreement (the obligations of deduct 2% of the Purchase Order value per week of late which remain in effect) and with the exhibits, schedules, delivery, up to a maximum of 8% and if delivery is specifications, drawings, or other documents referred to delayed for more than 4 weeks.

3 Honeywell will not have on the face of the Purchase Order , or attached, or any to prove actual damages to recover the stipulated damages documents incorporated by reference, supersede any in this section. The stipulated damages above and, if prior or contemporaneous communications, assessed, additional damages will be credited in any representations, promises, or negotiations, whether oral outstanding invoice or, if not sufficient, Supplier will pay or written, respecting the subject matter of this Purchase Honeywell within 10 days of Purchaser's assessment. Order . All contract documents related to this Purchase Honeywell reserves the right to reject, at no expense to Order are interpreted together as one agreement; Honeywell, all or any part of any delivery that varies from provided, however, that in the event of any conflict the quantity authorized by Honeywell for shipment. among the provisions of one or more of such contract Honeywell reserves the right to pursue additional documents as are validly in effect at the time of such remedies caused by late delivery, including but not limited conflict, the following Order of Precedence applies: (a) to: (a) incremental freight expenses incurred by any consignment, stocking or other replenishment Honeywell for shipments of Goods to Honeywell and for agreement; then (b) any supply agreement; then (c) any shipments of Goods or finished product containing or contract for labor services; then (d) the face of the incorporating the Goods from Honeywell to any customer Purchase Order and any supplemental terms included or of Honeywell, and (b) all liquidated damages payable by incorporated by reference; then (e) these general Honeywell as a result of any such late delivery.

4 Supplier Purchase Order provisions; and finally (f) other contract will not make any substitutions without Honeywell's prior documents agreed to in writing by the parties. The written approval. All items will be packaged according to exhibits, schedules and other attachments to this Purchase Honeywell's instructions or, if none, according to good Order are incorporated by reference. No change to or commercial practice in a manner sufficient to ensure Modification of this Purchase Order will be binding upon receipt in an undamaged condition. Honeywell will not Honeywell unless in writing, specifically identifying that be liable for any discharge, spill or other environmental it amends this Purchase Order , and signed by an incident or condition (including clean-up costs) involving authorized procurement representative of Honeywell. If any Goods shipped under the Purchase Order unless Supplier becomes aware of any ambiguities, issues, or caused by Honeywell and in no event until delivery to the discrepancies between this Purchase Order and any destination designated by Honeywell.

5 All containers will specification, design, or other technical requirement be properly marked for identification as instructed on applicable to this Purchase Order , Supplier will Honeywell's Purchase Order and contain a packing slip immediately submit the matter to Honeywell for that details, at a minimum, the Honeywell Purchase Order resolution. Neither Party has relied on any promises, number(s), product part number, detailed product inducements, or representations by the other, except description, country of origin, total number of boxes in those expressly stated in this Purchase Order . No course shipment, quantity of product shipped, and final delivery of dealing, prior dealings, usage of trade or course of address. Items shipped in advance of Honeywell's performance will be used to modify, supplement or delivery schedule may be returned at Supplier's expense. explain any terms used in, or incorporated by reference For domestic shipments, if requested by Honeywell, and into, this Purchase Order .

6 For all international shipments, Supplier will give notice of shipment to Honeywell when the Goods are delivered Honeywell Standard PO Terms and Conditions for Goods and Services Revision 05/25/2018 Page 1 of 13. to a carrier for transportation. The Purchase Order by an excusable delay will promptly provide written number(s) must appear on all correspondence, shipping notice to the other, explaining in detail the full particulars labels, and shipping documents, including all packing and expected duration of the excusable delay, and will sheets, bills of lading, and air waybills. use its best efforts to mitigate the effects of the delay and to remedy the delay if it can be remedied. If Supplier's All Goods, unless specifically exempted by the delivery is delayed, Honeywell may, at Honeywell's sole destination country's governing authorities, must be option cancel deliveries scheduled during the excusable marked with the country of origin (manufacture) of the delay period or elect to extend the period of performance Goods in a conspicuous place as legibly, indelibly, and to cover the period of delay caused by the excusable permanently as the nature of the article or container delay.

7 If an excusable delay occurs that affects delivery permits. of Goods to Honeywell, Supplier will allocate its Supplier will provide Honeywell with (a) the available supply of Goods in a manner that assures Harmonized Tariff Schedule number, country of origin Honeywell of at least the same proportion of Supplier's information or certificates, manufacturer's affidavits, total output of Goods as was allocated to Honeywell applicable free trade agreement ( FTA ) certificates, and before the excusable delay event. If delivery of any any other documents or information Honeywell may Goods is delayed for more than 30 days, Honeywell may, require to comply with international trade regulations or without liability, cancel all or any part of this Purchase to lawfully minimize duties, taxes, and fees, and (b) FTA Order . certificates for all Goods that qualify under one or more 5. Performance Assurance Plan FTAs. Supplier will provide Honeywell all documents, records, and other supporting information necessary to If Honeywell, in its sole discretion, determines there is a substantiate the Goods' qualification under an FTA.

8 Significant risk that Supplier will fail to meet its Supplier will exert reasonable efforts to qualify the performance or delivery requirements under this Goods under FTAs. Purchase Order , Honeywell may require Supplier to perform under a Honeywell or Honeywell-approved Within one business day after Supplier delivers the Goods Performance Assurance Plan. The Performance to the carrier or at such earlier time as Honeywell may Assurance Plan may include specific reporting and request, Supplier will send Honeywell a complete set of performance requirements reasonably tailored to ensure shipping documents including but not limited to the Supplier's adequate performance under identified commercial invoice, packing list, and air waybill, or three provisions of this Purchase Order . Any failure by original parts of the combined through-bill of lading, Supplier to satisfy the terms of the Performance clean without notation, necessary to release the Goods to Assurance Plan is a material breach of this Purchase Honeywell's custody.

9 Order . Supplier will (a) comply with the quality system and 6. Shipping Terms, Title and Risk of Loss quality assurance procedures set forth in the Quality Manual made available to Supplier, and (b) participate in If the Goods will be transported from Supplier's location and accept the terms of Honeywell's Cost of Poor in the to Honeywell's designated delivery location Performance Program, which will be provided to Supplier in the , unless otherwise specified on the face of the upon request. Purchase Order or in a separate signed agreement, the (UCC terms) point is Honeywell's designated 3. Notice of Delay. Supplier must immediately notify delivery location. When the point is Supplier's Honeywell in writing with all relevant information location, Supplier bears all risk of loss or damage to relating to any delay or threatened delay of the timely the Goods and title passes to Honeywell upon delivery of performance of this Purchase Order .

10 The Goods by Supplier to the carrier designated or 4. Excusable Delay (Force Majeure) approved by Honeywell. When the point is Honeywell's location, Supplier bears all risk of loss Neither party will be in default for any delay or failure to or damage to the Goods and title passes to Honeywell perform due to causes beyond its control and without its upon delivery of the Goods by Supplier at Honeywell's fault or negligence, and which are unforeseeable, but any designated delivery location. delay or failure to perform caused by the default of a sub tier supplier of Supplier will be excused only if (a) it is In all other cases, unless otherwise specified on the face beyond the control of both Supplier and its sub-tier of the Purchase Order or in a separate signed agreement, supplier(s) and without the fault or negligence of any of (a) Supplier will deliver the Goods DAP (INCOTERMS. them, and (b) the Goods to be furnished cannot be 2010) at Honeywell's designated delivery location, and obtained from other sources in sufficient time to permit (b) title to Goods passes to Honeywell upon receipt at Supplier to meet the delivery schedule.