PURCHASE ORDER TERMS AND CONDITIONS

CADI COMPANY, INC. PURCHASE ORDER TERMS AND CONDITIONS

APPLICABILITY:
(a) This purchase order is an offer by Cadi Company, Incorporated (the "Buyer") for the purchase of the goods specified on the face of this purchase order (the "Goods") from the party to whom the purchase order is addressed (the "Seller") in accordance with and subject to these terms and conditions (the "Terms"; together with the terms and conditions on the face of the purchase order, the "Order"). This Order, together with any documents incorporated herein by reference, constitutes the sole and entire agreement of the parties with respect to the Order, and supersedes all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral, with respect to the subject matter of the Order. The Order expressly limits Seller's acceptance to the terms of the Order. These Terms prevail over any terms or conditions contained in any other documentation and expressly exclude any of Seller's general terms and conditions of sale or any other document issued by Seller in connection with this Order.

(b) These Terms apply to any repaired or replacement Goods provided by Seller hereunder.

(c) Buyer is not obligated to any minimum purchase or future purchase obligations under this Order.
ACCEPTANCE OF ORDER: This Order is not binding on Buyer until Seller accepts the Order in writing or starts to perform in accordance with the Order. If Seller does not accept the Order in writing [or provide written notice that it has commenced performance within ten (10) days of Seller's receipt of the Order, this Order will lapse. Buyer may withdraw the Order at any time before it is accepted by Seller.
TITLE AND RISK OF LOSS: Title passes to Buyer upon delivery of the Goods to the Delivery Location. Seller bears all risk of loss or damage to the Goods until delivery of the Goods to the Delivery Location.
DELIVERY AND ACCECPTANCE OF GOODS: The time of delivery stated is of the essence of this contract. The date specified for delivery is the required delivery date at Buyer’s plant (the “Delivery Location”), unless otherwise specifically noted hereon. Buyer reserves the right to refuse any goods or services and to cancel all or any part hereof if Seller fails to deliver all or any part of any goods or perform all or any part of any services in accordance with the terms specified herein. If Seller’s deliveries will not meet agreed schedule, Buyer may require Seller to ship via a more rapid route or carrier in order to expedite such delivery and any difference in cost caused by such change shall be paid by Seller provided, however, that such right shall be in addition to any other rights and remedies of Buyer. Acceptance of any part of the order shall not bind Buyer to accept future shipments or performance of services nor deprive it of the right to return goods already accepted and shall not be deemed to be a waiver of Buyer’s right to cancel or return all or any part of the goods because of failure to conform to order or by reason of defects, latent or patent, or other breach of warranty, or to make any claim for damages, including manufacturing cost or loss of profits, injury to reputation or other special, consequential and incidental damages occasioned by Seller. Such rights shall be in addition to any other remedies provided hereunder or provided by law or otherwise. Delivery shall not be deemed to be complete until goods have been actually received and accepted by Buyer, notwithstanding delivery to any carrier or until any services have been performed, received and accepted.
PACKING AND SHIPPING: The goods purchased hereunder must be suitably packed and prepared for shipment to secure the lowest transportation rates or appropriately packed to comply with any specific transportation specifications of Buyer, and in all cases, to comply with carrier’s regulations. Seller shall ship via cheapest route unless otherwise specified herein. If Seller fails to ship goods on or before date specified, Buyer shall have right to require a more rapid method of shipment than is herein specified and Seller shall pay the increased costs occasioned thereby. All charges for packing, crating and transportation are included in the price for the goods set forth, herein and will be paid by Seller except as otherwise specifically stated on the Purchase Order. A Packing List shall accompany each box or package shipment, showing the order number specified hereon as well as the item number and a description of the goods. In the event that no such Packing List accompanies any shipment, Buyer shall not be obligated to accept any shipments in excess of the ordered quantity and any excess or advance shipments may be returned to Seller at Seller’s expense.
PAYMENT: The original and one copy of a Bill of Lading or comparable shipping document must accompany Seller’s invoices. Payment of such invoices shall be subject to adjustment by Buyer for any shortage in the goods shipped or defective goods rejected by Buyer or for any failure to perform services or defective performance thereof. Any discounted period shall be calculated from the date of receipt of an appropriate invoice.
WARRANTIES: Seller represents and warrants
(1) that the price charged for the goods and or services purchased pursuant hereto shall be no higher than Seller’s current price to any other customer for the same quality and quantity of such good or services,

(2) that all goods delivered pursuant hereto will be new, unless otherwise specified and free from defects in material and workmanship, that all goods will conform to applicable specifications, drawings, and standards of quality and performances and that all items will be free from defects in design and suitable for their intended purposes,

(3) that the goods covered by this order are fit and safe for consumer use, if so intended,

(4) that all services performed pursuant hereto will be free from defects in material and workmanship and will be performed in accordance with the specifications and instructions of Buyer, provided however, that Seller shall retain discretion and control with respect to the manner and means of performing such service and shall at all times remain an independent contractor. All the representations and warranties of Seller together with its service warranties and guarantees, if any, shall run to Buyer and Buyer’s customers. Seller agrees to indemnity and hold Buyer harmless from all claims, liability, loss, damage and expense including special, consequential and incidental damages incurred or sustained by Buyer by reason of any breach of any warranty with respect to the goods and services which are purchased in accordance herewith. All goods supplied and services performed pursuant hereto shall be subject to inspection and test by Buyer and its agents and by the United States at all times and places, whether during or after manufacture (as to goods), or performance (as to services), and notwithstanding the terms of delivery or payment, or, as to goods, that title has not yet passed to Buyer or to the United States. In the event that goods supplied pursuant hereto or services performed hereunder contain defects in material or workmanship or, as to services, are not performed in accordance with the specifications and instructions of Buyer, Buyer may require prompt correction thereof, or as to services, require that the services be rendered again at Seller’s expense or, as to goods require that the goods be replaced at Seller’s expense. If such defects exist or if Seller is unable or refuses to replace the goods or render the services again promptly, Buyer may by contract or otherwise replace the service again promptly. Buyer may by contract or otherwise replace such goods or obtain such services and charge Seller or deduct from amounts owed by Buyer to Seller the costs, expenses, losses and liabilities, including incidental and consequential damages incurred thereby which are in excess of Seller’s price for such goods or services. After notification to Seller that goods are defective, all risk of loss with respect to such goods shall be on Seller and Seller shall pay all packing and shipping charges in connection with defective goods returned by the Buyer. Buyer’s approval of design furnished by Seller shall not relieve Seller of its obligations herein. The goods covered by this order are intended for the manufacture and sale of Buyer’s established products in which Buyer has built a substantial and valuable reputation for quality and efficiency and any defect in the goods hereunder may cause special damage to Buyer. All rights and remedies of the Buyer hereunder shall be in addition to any other remedies provided by the law.
CHANGES: Buyer may at any time by written notice make changes within the general scope of this order in any one or more of the following:
(I) Drawings, designs, or specifications;

(II) Method of shipment or packing;

(III) Quantities;

(IV) Delivery schedules;

(V) Place of delivery; and

(VI) Instruction with respect to the rendition of services. If any such change increases or decreases the cost of, or changes the time required for performance of the order, an equitable adjustment in the price and/or delivery schedule will be made and set forth in a written modification to this order. Any claim for adjustment by Seller under this clause must be made within thirty (30) days from the date of receipt of the written notification of the change.
TAXES: Federal, state and local taxes which are properly billable to Buyer shall be stated separately in Seller’s invoices. All tax exemption certificates will be accepted by Seller.
TOOLING: In the case of any tools, dies, jigs, fixtures, patterns, equipment or other personal property of Buyer which may be in the possession of Seller in connection with this order, Seller agrees that his responsibility shall be that of a bailee and that he shall indemnify and hold harmless Buyer from any loss or damage thereto which is caused by or as a result of negligence, act or omission on the part of Seller or its agents, employees or others until such time as such personal property are delivered into the possession of Buyer. With respect to such personal property Seller will:
(I) Make and affix such markings thereon as Buyer may direct;

(II) Make no change, modification or alteration thereto without Buyer’s written consent;

(III) Make no use thereof, except in the production of material ordered by Buyer;

(IV) Safely store the same without change to Buyer in separate racks or in section of Seller’s plant. In either case, clearly marked “property of Cadi Co., Inc.”;

(V) Maintain the same in good condition excepting only ordinary wear and tear. If Seller acquires tools or manufactures them in connection with this order and charges Buyer for the use thereof or a tool service charge in connection therewith, Buyer may, at its option, upon completing or termination of the Purchase Order, elect to take title to such tools and upon receiving notice of such election Seller will deliver such tools to Buyer upon payment by Buyer to Seller of that portion of the cost of such tools which was incurred by Seller as its expense , and not previously reimbursed.
RESPONSIBILITY FOR PROPERTY: Any property of Buyer or the United States which in connection with this Purchase Order is in the possession or control of Seller or Seller’s sub-contractor, vendors or agents shall be returned to Buyer in the condition in which it was received by Seller, except for ordinary wear and tear and except to the extent such property has been incorporated into goods delivered hereunder or has been consumed in the production of such goods. Risk of loss with respect to all such property shall be on Seller.
SAFETY: With reference to the goods and/or services, Seller shall supply and expressly agrees to include all necessary and effective safety features and provide all necessary and effective safety warnings and / or notices for protecting personnel from being injured as a result of coming into contact with the goods or material being produced by the goods during operation. Seller shall also include all necessary and effective safety features and provide all necessary and effective warnings and /or notice for protecting personnel performing, repairing, starting-up, or providing maintenance on the goods. Prior to shipment of the goods, Seller shall supply a certified list including an appropriate description of all safety feature incorporated in the goods or services, and a copy of any warning signs and safety notices and instruction in your operating and maintenance manuals which Seller will furnish to the Buyer. In the event the Buyer furnishes advice, requests or suggestions of Buyer or its customer on matters of safety to be incorporated in the goods and services, or if Buyer or the customer approves Seller’s drawing of goods or services, the furnishing of such advice, requests or suggestions, or approval of drawings, shall in no way relieve or reduce Seller’s responsibility to Buyer, its customers or third parties which by law, contract or otherwise is placed on Seller nor in any way with respect thereto subject the Buyer to any liability. All hazardous materials must be properly labeled in accordance with federal and state law. If this order requires work to be done on the Buyer’s premises using hazardous materials these materials must be identified by the Seller and the appropriate Safety Data Sheets furnished to the purchasing department. The Buyer’s receiving department will refuse acceptance of any item which does not comply with these requirements.
SETOFF: Without prejudice to any other right or remedy it may have, Buyer reserves the right to set off at any time any amount owing to it by Seller against any amount payable by Buyer to Seller.
INSURANCE: The Seller hereby undertakes and agrees to protect, defend, hold harmless and indemnify the Buyer from and against any damage, liability, loss, cost or expenses (including reasonable attorney’s fees) arising from death or injury to any persons or person or damages to property alleged to have resulted from the handling, display, sale, use, consumption or distribution of Seller’s products or services (including, but not limited to any repair or maintenance service) hereunder sold or to be supplied to or for the benefit of Buyer, or arising out of an or in connection with any negligence, malfeasance, design failure, breach of warranty, failure to meet specifications or other default on the part of the Seller in the manufacture, shipment of sale of its products or the rendition of its services: and Seller warrants and agrees that Seller now has and will keep in full force and effect, at all times, a public liability insurance policy or policies with coverage for both products and completed operations written by an insurance carrier acceptable to Buyer in aggregate amounts required by Buyer which shall not be less than $500,000 for injury to any one person, $1,000,000 for injuries arising out of any one occurrence, and $500,000 for property damage, and Seller will deliver to Buyer a completed certificate or certificates of insurance signed by an authorized representative of each of Seller’s insurance carriers involved, certifying that such insurance has been issued to the Seller and is in full force and that such insurance is not cancelled or changed so as to affect the coverage and shall provide, at least ten days prior written notice of any such cancellation or change in writing to Buyer.
ASSIGNMENTS: This Purchase Order is not assignable and shall not be assigned by Seller without the prior written consent of Buyer.
USE OF DESIGNS, DATA, ETC.. Seller agrees that it will keep confidential the features of any equipment, tools, gauges, patterns, designs, drawings, engineering data or other technical or proprietary information furnished by Buyer and use such items only in the production of items under this order and other orders, unless Buyer’s written consent is first obtained. Upon completion of termination of this order, Seller shall return all such items to Buyer or make such other disposition thereof as may be directed or approved by Buyer.
PATENTS AND DATA: Seller shall indemnity and hold harmless Buyer, Buyer’s customers and users of Buyer’s products, against liability or suit of any nature, including cost and expenses, for infringement of any patent or patent right arising from the manufacture use of sale or any items called for in this order, except to the extent that any such liability or suit shall have arisen because of Sellers manufacture of articles of original design of Buyer and make by Seller in accordance with specifications and drawings which are furnished herewith by Buyer. If any experimental, developmental or research work is called for or required hereunder Seller agrees to and herby does grant to Buyer an irrevocable, non-exclusive, fully transferable royalty-free license to make, have made, use and sell any invention, improvement or discovery (whether or not patentable) that Seller conceives or first actually reduces to practice in the performance of this order. Seller agrees to and herby does grant Buyer
(I) an irrevocable, non-exclusive, fully transferable royalty-free license to reproduce, translate, publish use and dispose of, and to authorized others to use any copyrighted or copyrightable material ordered as articles or incorporated in or supplied as a supplement with any article, and

(II) the right to reproduce, use and disclose for any purpose all or any part of the reports, drawings, blueprints, data, and technical information delivered by Seller to Buyer under this order.
NOTICE OF LABOR DISPUTE: Whenever any actual or potential labor dispute is delaying or threatens to delay the timely performance of this order, Seller shall immediately give notice thereof, including all relevant information with respect thereto to Buyer.
COMPLIANCE WTH FEDERAL, STATE AND LOCAL LAWS: The Seller warrants that the goods covered by this order have been produced in accordance with the requirements of the Fair Labor Standards Act (29 USCA sub-section 201-219) and all other applicable federal, state and municipal laws and regulations.
TERMINATIONS: Buyer may, by written notice to Seller terminate the whole or any part of this order if
(I) Seller fails to perform any provision of this order or so fails to make progress as to endanger performance of this order in accordance with its terms, or

(II) Seller becomes insolvent or the subject of proceedings under any law relating to bankruptcy or the relief of debtors or admits in writing its inability to pay its debts as they become due. If this order is so terminated, Buyer may procure or otherwise obtain upon such terms and in such manner as Buyer may deem appropriate, suppliers or service similar to those terminated. Seller, subject to the exceptions set forth below, shall be liable to Buyer for any excess costs of such supplies or services. Seller shall transfer title and deliver to Buyer, in the manner and to the extent requested in writing by Buyer at or after termination such complete articles, partially completed articles and materials, parts, tools, dies, patterns, jigs, fixtures, plans, drawings, information and contract rights as Seller has produced or acquired for the performance of the terminated part of this order, and Buyer will pay Seller the contract price for completed articles delivered to and accepted by Buyer and the fair value of the property of Seller so requested and delivered, to the extent not previously paid by Buyer. Seller shall continue performance of this order to the extent not be terminated. Buyer shall have no obligation to Seller in respect of the termination part of this order except as herein provided. Buyer’s right as set forth herein shall be in addition to Buyer’s other rights in case of Seller’s default, whether set forth in this order or not.
DEFAULT BEYOND CONTROL: Neither party shall be liable to the other for any delay or failure in performing its obligations under the Order to the extent that such delay or failure is caused by an event or circumstance that is beyond the reasonable control of that party, without such party's fault or negligence, and which by its nature could not have been foreseen by such party or, if it could have been foreseen, was unavoidable ("Force MajeureEvent"). Force Majeure Events include, but are not limited to, acts of God or the public enemy, government restrictions, floods, fire, earthquakes, explosion, epidemic, war, invasion, hostilities, terrorist acts, riots, strike, embargoes or industrial disturbances. Seller's economic hardship or changes in market conditions are not considered Force Majeure Events. Seller shall use all diligent efforts to end the failure or delay of its performance, ensure that the effects of any Force Majeure Event are minimized and resume performance under the Order. If a Force Majeure Event prevents Seller from carrying out its obligations under the Order for a continuous period of more than five (5) business days, Buyer may terminate this Order immediately by giving written notice to Seller.
RELATIONSHIP OF THE PARTIES: The relationship between the parties is that of independent contractors. Nothing contained in the Order shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever. No relationship of exclusivity shall be construed from this Order.
ATTORNEY’S FEES: Should any dispute or litigation arise out of or in connection with this purchase order or the contract resulting from its acceptance in any form, the Seller shall reimburse the Buyer for all costs and expenses incurred in connection therewith, including reasonable attorney’s fees.
GOVERNING LAW: All matters arising out of or relating to this Order shall be governed by and construed in accordance with the internal laws of the State of Connecticut without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than those of the State of Connecticut.
SUBMISSION OF JURISDICTION: Any legal suit, action or proceeding arising out of or relating to this Order shall be instituted in the courts of the State of Connecticut and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.
CUMULATIVE REMEDIES: The rights and remedies under this Order are cumulative and are in addition to and not in substitution for any other rights and remedies available at law or in equity or otherwise.
RELEASE OF INFORMATION: Seller agrees that prior to the issuance if any publicity or publication of any advertising which in either case makes reference to this order, or to Buyer, Seller will obtain the written permission of buyer with respect thereto.
NON-WAIVER OF RIGHTS: The failure of Buyer to insist upon strict performance of any of the terms and conditions in the Purchase Order or to exercise any rights or remedies, shall not be construed as a waiver of its rights to assert any of the same or to rely on any such terms or conditions at any time thereafter.
GIFTS AND GRATUTIES: Buyer, employees and members of their families may not accept gifts or gratuities of any type from Seller. Any offer by Seller or its agents of any such gift or gratuity shall constitute default by Seller under this order.
ENTIRE AGREEMENT: The Purchase Order is intended by the parties as a final expression of their agreement and also is a complete and exclusive statement of the terms thereof, any prior oral or written agreement as to the same subject matter notwithstanding. This contract may not be modified or terminated orally, and no modification nor any claimed waiver of any or all provision hereof shall be binding unless in writing and signed by the party against whom such modification or waiver is sought to be enforced.
The Equal Employment Opportunity clause in section 202, paragraph 1 through 7 of Executive Order 11246, as amended relative to equal employment opportunity and the implementing Rules and Regulations of the Office of Federal Contract Compliance are incorporated herein by specific reference.
HEADINGS: The headings at the beginning of each numbered section hereof have been inserted for the ease of reference only and are not part of this contract.