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<br /> NORTN AMERIC/1
<br /> PO No/So PO/Date:4544461743/08/08/2013 Page 3/4
<br /> Purchase Order Terms & Conditions
<br /> EQUIPMENT,MACHINERY,APPARATUS AND/OR MATERIALS
<br /> 1 Seller shall deliver the items of equipment,machinery,appazatus and/or materials described on the face of this Purchase Order(hereinafter"Equipment"),and
<br /> shall provide any installation or related services specified on the face hereof,all at the price(s)and within the time periods stated ax�d in accordance with the
<br /> terms and conditions of the Agreement(as defined below).
<br /> 2.The agreement("AgreemenP')between the Nesd�entity identified on the face of this Purchase Order("Buyer")and Seller is comprised of these Terms and
<br /> Conditions of Purchase of Fquipment,Machinery,Apparatus and/or Materials("Terms and Conditions of Purchase"),the terms and conditions appearing on the
<br /> face of this Purchase Order,Buyer's Equipment Specification referenced on the face of this Purchase Order('Buyer's Specification")and any other
<br /> supplemental documents referenced on the face of this Purchase Order,Buyer's Specification,and these Terms and Conditions of Purchase.Seller accepts and
<br /> will be bound by the terms of the Agreement when it commences performance hereunder or accepts any payment from Buyer on this order This orderthe
<br /> Agreement. The Agreement expressly limits acceptance to the terms stated herein,and any additional or different terms proposed by Seller are rejected unless
<br /> expressly assented to in writing by Buyer Any reference to Seller's Quotation or Proposal on the face hereof shal]not be deemed to incorporate any pre-printed
<br /> "form"provisions contained in Seller's Quotation or Proposal,or any other provisions contained in Seller's Quotation or Proposal which are inconsistent or in
<br /> conflict with any provision set forth in this Terms and Conditions of Purchase or any Buyer's Specification,which pre-printed,inconsistent or conflicting
<br /> provisions of Seller's Quotation or Proposal aze hereby excluded. and not deemed a part of the Agreement. In the event of a conllict or inconsistency between
<br /> the Buyer's Specification and these Terms and Conditions of Purchase,these Terms and Conditions of Purchase shall control.
<br /> 3 The prices set forth or referenced on the face of this Purchase Order shall include all charges for production,packing and loading,and any other charges set
<br /> forth on the face hereof. Buyer may withhold payment to offset amounts to which it is entitled under the Ageement.
<br /> 4 Seller expressly warrants that the Equipment will conform to the specifications,performance standards and description set forth in the Agreement;will be free
<br /> from defects in design,materials and workmanship;and will be of the qualiry specified.If the Equipment fails to comply with the warranties contained in this
<br /> paragraph during the first twelve(12)months after successful completion of"Final Acceptance Testing"(as that term is defined be:low),or for such longer
<br /> period as may be specified in the Agreement.Seller shall,at its expense and promptly after its receipt of notice from Buyer of such non-conformiry, exercise its
<br /> best efforts to remedy such non-conformity If Seller fails to remedy such nonconformity within a reasonable period of time under all the circumstances(but not,
<br /> in any event,more than thirty(30)days)after being notified by Buyer of such non-conformity,Buyer shall have the right(but not the obligation)to itself attempt
<br /> to remedy such non-conformity,or engage a third party to remedy such non-conformiry,in which event Seller shall prompUy reimburse Buyer for all costs
<br /> incurred by Buyer in attempting to correct such defect.If,despite the efforts of Seller(or,as referenced above,Buyer),to remedy rhe nonconforrnity,the
<br /> nonconformity cannot be fully corrected,Buyer may,in addition to any other remedies available to it,keep the Equipment and receive from Seller an equitable
<br /> adjushnent to the purchase price.The warranty period referenced in this paragraph shall be extended,on a day for day basis,by the period of time during which
<br /> the Equipment is non-conforming or is otherwise not performing in accordance with this warranty,notwithstanding that either Seller or Buyer is attempting to
<br /> remedy such non-conformity during such period. For purposes of the Agreement,Buyer shall not be deemed to have accepted the Equipment until the
<br /> Equipment has successfully completed Final Acceptance Testing. Acceptance of or payment for the Equipment shall not be deemed to waive any warranties
<br /> contained herein.
<br /> 5 In addition to any other warranties provided to Buyer in the Agreement,Seller represents and warrants that(i)the Equipment wi Il comply with all applicable
<br /> federal,state or local laws and regulations or safery guidelines,(ii)the Equipment,or Buyer's use thereof,will not infringe upon any right ofpatent,copyright,
<br /> trademark,trade secret or other proprietary right of any third party,and(iii)in the performance of its obligations hereunder,it shall comply with all applicable
<br /> non-discrimination/affirmative action obligations set forth in Public Law 95-507,and in the Equal Opportuniry Clauses contained in Section 202 of Executive
<br /> Order 11246,as amended by Executive Order 11375,and in the implementing regulations contained in 41 CFR 60-1 4(a)(Equal E;mployment Opportuniry),41
<br /> CFR 60-741.5(a)(Disabled Workers),and 41 CFR 60-250.5(a)(Disabled and Covered Veterans);as well as the employee notice found at 29 CFR Part 471,
<br /> Appendix A to Subpart A,all of which aze incorporated herein by reference.
<br /> 6.If required pursuant to Buyer's Specification,Buyer and Seller shall,by the date set forth in Buyer's Specification,conduct a pre-shipment factory acceptance
<br /> test("FAT")at Seller's production facility(unless an alternate location is specifiedin Buyer's Specification). Such FAT shall be conducted in accordance with
<br /> the protocol set forth in Buyer's Specification. If,during or as a result of such FAT,the Fquipment is unable to meet the performance requirements set forth in
<br /> Buyer's Specification,Seller shall,at its sole expense and prior to shipment of the Equipment,prompdy make any modifications and,corrections to the
<br /> Equipment necessary to enable the Equipment to successfully pass the FAT If Seller fails or is unable to correct the Equipment so that it is able to successfully
<br /> pass FAT by the shipment date specified in the Agreement,Buyer may,in addition to any other remedies available to it,cancel t6e Agreement and receive a
<br /> refund of all amounts paid to Seller as of the date of cancellation.
<br /> 7 Time is of the essence in the Agreement.
<br /> 8.The Agreement may only be modified,supplemented or amended,or any of its terms waived by mutual agreement of the parties in writing.The parties
<br /> acknowledge and agree that there are no collateral oral agreements between them with respect to the subject matter of the Agreement.
<br /> 9 Buyer shall have the right to terminate the Agreement by providing written notice of termination to Seller,in the event Seller breaches any term or condition
<br /> herein and fails to cure such breach within fifteen(15)days of its receipt from Buyer of notice of such breach.
<br /> ]0 Buyer,its agents and contractors,shall have the irrevocable,unrestricted right to use,in connection with Buyer's use,operation,maintenance,repair or
<br /> modification of the Equipment,all specifications,drawings,work-in-progress or other materials made available to Buyer by Seller in connection with the
<br /> Agreement.
<br /> 11 If Seller,as part of the Agreement,is responsible for installing the Equipment at Buyer's facility,then(unless the paRies enter into a separate agreement
<br /> covering Seller's installation of the Equipment Seller shall comply with the"Supplemental Terms and Conditions for Installation of Equipment"which are
<br /> incorporated into and made part of the Agreement.
<br /> 12.Seller shall indemnify,defend and hold Buyer harmless from and against any and all claims,demands,losses,liabilities and expenses(including reasonable
<br /> attorneys fees)arising from or i�connection with any negligent act or omission of Seller,its employees,representatives or agents or Seller's breach of any
<br /> representation,warranty,obligation or covenant made or assumed by Seller in the Agreement.
<br /> 13 Seller shall maintain Commercial General Liability insurance("CGL"),including Products&Completed Operations Liabiliry,Broad Form Property
<br /> Damage,Operating Liability,and Contractual liabiliry,with a]imit of not less than$5,000,000 per occurrence.If Seller,as part of the Agreement,is responsible
<br /> for designing and/or engineering the Equipment,Seller will additionally procure and maintain a policy of professional liability or"errors and omissions"
<br /> insurance with limits of not less than$1,000,000,to protect itself from claims arising out of the performance of the Agreement anc�caused by any error,omission
<br /> or negligent act for which Seller is legally liable. Such insurance will be with a company(ies)acceptable to Buyer,shall,with respect to the CGL policy,name
<br /> Buyer as an additional insured and shall provide that a 30 day prior written notice ofcancellation or material change in the policy will be given to Buyer With
<br /> respect to Seller's negligence,this coverage shall be primary and non-contributory with any insurance coverage Buyer may have. Seller shall provide to Buyer a
<br /> certificate evidencing the above required coverages promptly upon Buyers request.
<br /> 14 Any assignment,subcontracting or delegation by Seller of any obligation or responsibility of Seller set forth in the Agreement,in whole or in part,without
<br /> Buyer's prior written consent,shall be null and void.
<br /> 15 Seller shall not advertise or publish the fact that Buyer has contracted to pwchase the Equipment from Seller and shall not disclose to any third party or use
<br /> for any purpose other than in connection with the performance of its obligations hereunder any confidential or proprietary information of Buyer,including
<br /> information regazding Buyer's operations,business,sales,or products.
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