1. TERMS AND CONDITIONS: The terms and conditions contained herein and on the reverse side hereof and any other terms and conditions of Buyer attached hereto, if any, containall of the terms and conditions of the purchase and sale between Seller and Buyer, such terms and conditions being intended as a final expression and complete and exclusive statementof the terms of the purchase and sale. ANY ADDITIONAL OR DIFFERENT TERMS IN SELLER'S ACCEPTANCE OF THIS OFFER ARE HEREBY OBJECTED TO.

2. CHANGES BY BUYER: Buyer at any time before Seller's shipment of material or commencement of performance may change any of the specifications, terms or conditions ofpurchase by notice, oral or written, given to Seller, and any such changes including, without limiting the generality of the foregoing, changes given orally, are hereby expresslyincorporated in the terms and conditions of this order. If any change causes an increase or decrease in the cost of or the time required for Seller's performance hereunder, an equitableadjustment shall be made in one or more of the price or delivery and/or performance schedules. Any claim for adjustment by Seller shall be deemed waived unless asserted in writingwithin thirty (30) days from the date Buyer notified Seller of the change. Nothing contained in this paragraph shall relieve Seller from proceeding without delay in the performance of thisorder as changed.

3. SHIPMENT AND TIME OF PERFORMANCE: TIME IS OF THE ESSENCE IN THIS ORDER. If delivery in accordance with this order is not made within the time specified herein,Buyer may, in addition to any other remedy provided herein or by law, cancel this order or such part of it as has not been completed and delivered by Seller, without liability therefor to Seller, and Buyer may procure such undelivered items from any other source of its own choosing and charge Seller (or set off in whole or in part against any sums payable under this order or otherwise) the amount by which all costs and expenses of such procurement, when added to any sums paid or payable hereunder for delivered items exceed the total price. Undue delay by Seller in making shipment shall give Buyer the right to require Seller to expedite by faster freight and to pay the difference in the higher rate for shipment. Unless freight or other charges are itemized any discount will be taken out of full amount of invoice. Seller shall comply with routing or shipping instructions contained herein or otherwise issued by Buyer. All merchandise shipped by Seller shall be labeled, packaged and shipped, and shipping containers shall be marked, in accordance with the terms of this order and with Buyer's shippingdirections and instructions (or, in the absence of specific equirements, in recognized standard containers conforming to carrier's specifications). Items should be packaged to secure lowest transportation cost and consistent with the provisions hereof. No charge will be allowed for handling, packaging, crating, storage, transportation, insurance in transit or any other service unless expressly stated herein. Seller will have full responsibility for risk of loss until delivery conforming to contract of the date and at the location specified on the face of this order.

4. INSPECTION, REJECTION AND RETURN: Payment for materials covered by this order shall not constitute an acceptance thereof, and all materials are subject to inspection and return by Buyer. Failure of Buyer to inspect and accept or reject materials shall not relieve Seller from responsibility for defective or non-conforming materials, nor, constitute a waiver of, or adversely affect, any of Buyer's rights or remedies. Buyer may reject and receive full credit for any materials which are not as warranted, which are defective as to materials, workmanship, quality or otherwise, or which are not in conformity with any specifications, drawings, samples or descriptions approved by Buyer. Buyer may, in its discretion and at Seller's risk and expense, either return such materials or hold same. In addition to all legal remedies available, Buyer shall have the right to require Seller to repair or replace, at Seller's cost and expense, and in a manner satisfactory to Buyer, any materials found to be defective or not warranted within one (1) year from date of delivery, or completion of installation, or initial use or operation, whichever case is latest, including materials damaged because of unsatisfactory packing or packaging by Seller, provided that no replacement of such materials shall be made unless specified by Buyer. Seller will be notified of rejected materials and such materials will be returned to Seller COLLECT.

5. PRICE AND TAXES: Seller agrees that the per unit price or total price set forth on the face of this order is firm, not subject to increase, and that Buyer shall receive the full benefit of any reduction in the price of any materials covered by this order if that reduction is made subsequent to Seller's receipt of this order.

6. SELLER'S WARRANTY: Seller represents, warrants and guarantees that (a) the materials furnished hereunder will be new, of first-class materials and design and merchantable quality, free from defects in material or workmanship, suitable for the purposes intended by Buyer and safe for use by Buyer, its employees, agents, customers, and all persons affected directly or indirectly thereby, (b) not food, drug, device, or cosmetic constituting or being part of any shipment or other delivery now or hereafter made to Buyer by Seller will be adulterated or misbranded within the meaning of the Federal Food, Drug And Cosmetic Act, or within the meaning of any applicable state or municipal laws in which the definitions of adulteration and misbranding are substantially the same as those contained in said Act, or will be an article which may not, under provisions of said Act, be introduced into interstate commerce, or which may not, under substantially similar provisions of state or municipal laws of like application, (c) the materials furnished hereunder have been manufactured in accordance with and will comply with all laws, rules, regulations and requirements of all governmental authorities having jurisdiction, and are and will be, as of the date of shipment or delivery to or on order of Buyer, not unsafe, illegal, adulterated, unhealthful, misbranded or mislabeled within the meaning of any such laws, rules, regulations or requirements, and Seller's invoices shall bear the separate guarantees provided for under such laws, rules, regulations and requirements (or the appropriate notices that a continuing guarantee has been properly filed and renewed if necessary, if permitted in lieu thereof), (d) Seller shall familiarize itself and keep informed with respect to any defects or hazards to persons or property involved with the materials and the handling and use thereof, and shall timely inform and/or warn Buyer of any such defects or hazards, (e) Seller is and will remain in compliance with the Toxic Substances Control Act with respect to any "chemical substance" (as defined in said Act) sold or otherwise transferred to Buyer hereunder or hereafter, and if required, such chemical substance compiled and published by the Administrator of the Environmental Protection Agency pursuant to said Act, and (f) the materials furnished hereunder do not and will not infringe upon or violate any patents, trademarks, trade name, copyright or any other rights of third parties - ALL WITHOUT LIMITATION OR EXCLUSION OF ANY OTHER WARRANTY, EXPRESS OR IMPLIED. Without limiting any other term or provision hereof, Seller shall promptly at Buyer's request repurchase any materials which fail to comply with any such laws, rules, regulations or requirements, or which Buyer is prohibited by law, rule, regulation or requirement of any governmental authority having jurisdiction from using for the purposes intended by Buyer, whether such prohibition arises before or after delivery of such item to Buyer. The repurchase price shall include the purchase price for such item, all taxed, packing, transportation and shipping costs paid by buyer in connection with delivery of such item to the Buyer and redelivery of such item to the Seller and all other expenses of Buyer.

All warranties of Seller shall survive any inspection, delivery, furnishing, acceptance of any payment for any of the material and any termination hereof and shall expressly run to Buyer, its successors, assigns, employees, agents, customers, the users of the materials, and all persons affected thereby, directly or indirectly. 7. INDEMNIFICATION: Seller agrees to protect, defend, hold harmless and indemnify Buyer from and against any and all liability, loss, damages and claims, whether based upon contract, breach of warranty, negligence or otherwise, and related costs, attorneys' fees, and expenses at any time arising out of or resulting from (a) the nature of, or any defect or alleged defect in the materials furnished hereunder, or any part or components thereof, (b) the allegedly improper or faulty construction, design, testing or inspection of such materials, (c) failure of Seller timely to inform and/or warn Buyer, its employees, agents, customers, users of the materials, or any other persons affected thereby, of any defects or hazards in the materials or the handling or use thereof, of which defects or hazards Seller has, or by exercise or reasonable diligence should have, knowledge, (d) failure of the materials to comply with specifications or with any express or implied warranties of Seller, (e) alleged or actual violation by such materials, or in the manufacture or sale thereof, of any applicable law, rule, regulation or requirement of any governmental authority having jurisdiction, (f) any alleged or actual infringement of any patent, trademark, trade name, copyright or right of others, (g) any contract, law, rule, regulation or requirement mandating payment to Seller's employees or to Workmen's Compensation or other funds for work and services performed or for injuries sustained, occupational diseases incurred or death resulting to Seller's employees arising out of or in the course of their employment in the performance of work provided by this order and (h) any actual, alleged or threatened breach of any representation, warranty, agreement or guarantee set forth herein.

8. CONFIDENTIAL INFORMATION: All patterns, designs, specifications, materials, supplies, and the like, furnished or supplied by Buyer in connection with this order shall be Buyer's property, used exclusively on Buyer's products, and shall be treated as confidential by Seller and not disclosed to anyone else.

9. DEFAULT AND TERMINATION: Buyer may, by notice of default to Seller, terminate this order or any part thereof without liability to Seller if Seller fails to make progress so as toendanger performance of this order, or fails to comply with any of the other provisions of this order and does not cure such failure within a period of ten (10) days after notice from Buyer specifying such failure, or appears to be insolvent or in an unsound financial condition, in Buyer's reasonable opinion, so as to endanger performance. The retention or acceptance of goods or performance after the occurrence of any of the above events of default, or the termination of this order pursuant to this paragraph, shall not waive or adversely affect any of Buyer's rights or remedies, including rights of set-off or (where apposite) the right of the Buyer to cancel and terminate this order.

10. SET-OFF: Any amounts chargeable to Seller or payable by Seller to Buyer under the provisions of this order or in connection with the merchandise referred to herein may at Buyer's election be set off in whole or in part against any sums payable to Seller, whether arising under this order or otherwise, and any amounts chargeable to Seller or payable by Seller to Buyer under any other order or in connection with any other merchandise sold by Seller to Buyer or otherwise, may at Buyer's election be set off in whole or part against any sums payable to Seller under this order or in connection with the merchandise referred to herein; and any such set off shall be without prejudice to any claims of Buyer based on any loss, damages or expense not reflected in such set off.

11. REMEDIES: All remedies of Buyer for breach of any obligation of Seller shall be cumulative and not alternative, continuing and not exhausted by any one or more uses thereof, and exercisable at any time or from time to time, and in addition to all other rights and remedies available at law or in equity, and any election by Buyer to exercise any right or remedy may be changed, at any time or from time to time. In the event of Seller's breach of any of its obligations, Buyer shall be entitled to and shall have all of the remedies available to it hereunder and at law or in equity. A waiver of Buyer of any of the terms or conditions of this order shall not be deemed to be a continuing waiver but shall apply solely to the instance to which the waiver is directed. NO ACTION SHALL BE BROUGHT BY SELLER FOR ANY BREACH OF THIS AGREEMENT MORE THAN ONE (1) YEAR AFTER THE ACCRUAL OF THE CAUSE OF ACTION THEREFOR.

12. NOTICES: Notices and instruments shall be deemed given and delivered to Seller two days after being mailed to Seller at the address on the face hereof and to Buyer two days afterbeing mailed by registered or certified mail, postage prepaid, addressed to Buyer at the address on the face hereof, except that either party may from time to time by written notice to theother designate another address which shall thereupon become the effective address of such party.

13. APPLICABLE LAW: If the materials to be furnished under this order are to be used in the performance of a U.S. Governmental contract and a Government contract number shallappear on this order, those clauses of the applicable Government orders and regulations which are mandatorily required by federal law to be included in Government contracts shall be incorporated herein by reference.

14. SEVERABILITY: If any term or provision of this agreement, or the application thereof to any circumstance, shall be invalid or unenforceable, the remainder of this agreement, of the application thereof to any circumstances other than those to which it is invalid or unenforceable, shall not be affected thereby, and each term and provision of this agreement shall be valid and enforced to the fullest extent permitted by law.