BUYER PURCHASE ORDER TERMS FOR GOODS – …

1 BUYER PURCHASE ORDER TERMS FOR GOODS SHORT FORM Confidential and proprietary. No disclosure to a third party without prior written consent of both Parties. 1/2 Rev. 9-17 1. Acceptance of these PURCHASE ORDER TERMS These PURCHASE ORDER TERMS , together with BUYER s PURCHASE ORDER (a PURCHASE ORDER ), are the exclusive agreement between the Parties for the PURCHASE of the GOODS , materials, software and/or equipment (the GOODS ), however, should BUYER and Supplier execute an independent agreement covering the scope of this PURCHASE ORDER , the independent agreement shall prevail should any conflict in TERMS arise. 2. Payment Payment of undisputed amounts shall be due sixty (60) days from the date the invoice is approved by the BUYER project coordinator or designee, provided that Supplier has issued such invoice within sixty (60) days of completion of delivery of the GOODS and/or documentation.

2 BUYER shall be entitled to discount any invoice issued later than said sixty (60) days by fifteen percent (15%), without notice, credit memo, or any other form of Supplier acknowledgement. BUYER retains the right to withhold payment for nonconforming GOODS or for invoices that are not valid due to incomplete documentation. Prices specified in a PURCHASE ORDER shall be fixed for the quantity specified and shall not be subject to any revision unless the PURCHASE ORDER is modified by BUYER based on mutual agreement with Supplier. 3. Compliance with Laws Supplier warrants that all GOODS provided hereunder have been produced and all services performed are in compliance with all applicable international, national, state and local laws and ordinances and all lawful orders, rules, regulations, codes, standards and treaties and those pertaining to the manufacture, labeling, invoicing and sale of such GOODS .

3 4. Delivery Time is of the essence for all GOODS or documentation to be delivered hereunder. As used herein, the term "Delivery" means the supply of all GOODS complete with all required documentation including test certificates if applicable. Supplier s failure to meet the delivery date(s) in any PURCHASE ORDER without BUYER s written consent shall, at BUYER s option, constitute a material breach of contract and default by Supplier. If the BUYER believes that the Supplier will be unable to meet the delivery date(s) or the Supplier breaches any other term of these PURCHASE ORDER TERMS , the BUYER may, without prejudice to any other rights BUYER may have herein or at equity or in law, terminate, in whole or in part, the applicable PURCHASE ORDER . Upon such termination, BUYER may procure GOODS similar to those terminated, in which case BUYER shall continue performance of each respective PURCHASE ORDER to the extent not terminated and Supplier will be liable to BUYER for any excess costs for such replacement GOODS and/or losses suffered by BUYER due to Supplier s default.

4 BUYER has the right to impose liquidated damages of one times (1x) the PURCHASE ORDER value on late documentation submittals, on late delivery of software and/or on late delivery of the GOODS . In the event Supplier s delay causes BUYER to incur liquidated damages from any customer of BUYER , Supplier shall be liable to BUYER for all such liquidated damages. The application of liquidated damages shall be in addition to any other rights and remedies of BUYER set forth herein or at law. Liquidated damages for which Supplier may become liable are agreed as a pre-estimate of the losses which may be sustained by BUYER in the event that Supplier fails in its relevant obligations under these PURCHASE ORDER TERMS or the PURCHASE ORDER and not as a penalty.

5 Liquidated damages shall represent Supplier's sole liability and BUYER sole and exclusive remedy for late delivery. In case of material delay, BUYER has the option to accept or refuse the ORDER , and Supplier shall be liable for any and all damages suffered by BUYER resulting from such delay. Delivery dates can be postponed by mutual agreement for Force Majeure though BUYER will retain the right to terminate the PURCHASE ORDER in accordance with Section 10 "Termination." Causes of Force Majeure are considered acts of God, acts of civil or military authority, fires, strikes (except for those between Supplier and Supplier s facility employees), floods, epidemics, quarantine restrictions, war, riots, acts of terrorism, unforeseen delays in transportation, or transportation embargoes or other unforeseeable causes beyond the control of the Supplier and not due to Supplier's fault or negligence.

6 Supplier must notify BUYER immediately in writing of the beginning of such conditions. 5. Warranty In addition to any other express warranties provided by Supplier specified in the Product descriptions: Supplier warrants that the GOODS ordered under any PURCHASE ORDER , or the sale or use thereof by BUYER or its customer will not result in infringement of patent, trademark, model or any other intellectual property rights of third parties. Supplier agrees upon written notice to indemnify, defend, and hold harmless BUYER , its successors, assigns, customers and users of the GOODS , against all suits at law and in equity, and from all legal expenses, damages, claims and demands for actual or alleged infringement of any patent or other intellectual property right by reason of the sale or use of the GOODS .

7 If the use or sale of any GOODS is enjoined as a result of any proceeding, Supplier at no expense to BUYER shall obtain for BUYER and its customers the right to use and sell such GOODS or shall substitute equivalent GOODS acceptable to BUYER with equal or better functionality and extend this indemnity with respect to such equivalent GOODS . In the event that Supplier is unable to secure such right of use or to secure equivalent GOODS as a substitute, Supplier will indemnify, defend and hold harmless BUYER and its customer from any and all losses or damages sustained by reason of such injunction and BUYER shall be entitled to a full refund of the price paid to Supplier for the GOODS . Additionally, Supplier expressly warrants that all GOODS sold or manufactured by it hereunder: (i) are free from defects in design, workmanship and materials; (ii) conform strictly to the specifications, drawings, approved samples or other description furnished or specified by BUYER ; (iii) are fit and sufficient for the use and purpose specified in the PURCHASE ORDER ; and (iv) are merchantable and of state-of-the-art workmanship.

8 Supplier also assumes all costs for loss or damage to BUYER and indemnifies BUYER against loss for claims of products liability resulting from delivery by Supplier of nonconforming materials to BUYER . The warranties provided in this Section shall expire eighteen (18) months after the date on which such GOODS (excluding repaired or replacement GOODS furnished pursuant to this warranty) are shipped by the Supplier to the BUYER or twelve (12) months after such GOODS are first placed in operation, whichever period shall last expire. For any repaired or replaced GOODS or components thereof, the warranty period shall start anew for the same period from the date at which it is put into operation following repair or replacement. All warranties provided in this Section shall survive inspection, test, acceptance and payment by BUYER and shall run to BUYER , its successors, assigns, customers and the users of Supplier s GOODS .

9 BUYER may, at its option, either return for credit or require prompt correction or replacement of any defective or nonconforming GOODS or parts thereof. Any return shall be at Supplier's expense. Neither approval by BUYER of Supplier s design nor acceptance of the GOODS shall release or discharge Supplier from liability for damages resulting from a breach of Supplier s warranties under this Section. The Supplier shall, at BUYER s election, repair, replace or update, free of charge, or refund the PURCHASE price paid for any GOODS which are defective under the TERMS of the foregoing warranties. Should the Supplier fail to correct any nonconformity specified in writing by BUYER within the time specified by the BUYER , BUYER may reject or revoke acceptance and cover such purchases by purchasing substitute GOODS , products, materials, etc.

10 Supplier will be liable to the BUYER for any additional costs for such substitutions; or the BUYER may proceed to correct Supplier s nonconforming GOODS at Supplier s cost, expense and risk by the most expeditious means available. Such remedy of defects by BUYER shall not affect the warranty obligations of Supplier. The repaired, replaced or updated GOODS shall be delivered free of charge, to the destination and per the INCOTERM designated by BUYER . Standard shipping mode will be used for delivery to the destination designated by BUYER or if the BUYER deems necessary, the GOODS will be shipped via expedited means with costs to be paid by Supplier. Costs associated with the repair, replacement or update of the GOODS under this warranty, including freight, assembly, installation insurance, testing, access, removal, reinstallation, and inspection will be borne by the Supplier and there shall be no limit on said costs.