PLEASE READ THIS AGREEMENT.

1. ACCEPTANCE:
Unless otherwise specifically agreed to in writing, the following terms and conditions shall apply to the Seller’s acceptance of this Purchase Order and CORBITT Manufacturing Company acceptance of ordered items. The acceptance of this order by Seller shall be conclusive evidence of the Seller’s approval. Consent, and agreement to the terms and conditions herein. Any terms and conditions listed on any Seller document which are in addition to or in conflict with these terms are objected to and shall not become part of this transaction.

2. CONFIRMATION OF ORDER:
The Seller must acknowledge the order and accept CORBITT Manufacturing Company offer within eight (8) business days after Seller’s receipt thereof.

3. DELAY IN DELIVERY:
If Seller becomes aware of any circumstances that are likely to give rise to delay in delivery, Seller shall immediately notify CORBITT Manufacturing Company (CORBITT) in writing stating the reason for the delay and a new time of delivery, which shall be subject to written acceptance by CORBITT. In case of delay in delivery, CORBITT reserves the right to cancel the purchase order without liability to Seller or any other third party. CORBITT reserves the right to cancel the order should the Seller not respond promptly to CORBITT expedited notices. If CORBITT cancels this purchase order because of Seller delay. CORBITT may, without prejudice to its other rights, purchase goods in substitution for those goods not delivered by Seller, and recover from the Seller the difference between the contracted price under this purchase order and the price actually paid by CORBITT, together with any incidental or consequential damages suffered by CORBITT.

4. INSPECTION AND ACCEPTANCE:
Buyer and, if applicable, Buyer’s governmental customer have the right to inspect and approve the Goods at not additional cost to the Buyer. Seller shall provide samples (if requested) and access to the Goods and to the Seller’s plant, equipment and process procedures for inspection. Buyer shall perform inspections, surveillance and tests so as not to unduly delay the work. Seller shall maintain an inspection system acceptable to Buyer for the Goods purchase under this contract. Buyer may (1) accept defective Goods, with suitable reduction in price, (2) return defective Goods at Seller’s expense, or (3) repair or re-work defective Goods at Seller’s expense. In this provision, the term “defective Goods” includes Goods not conforming to specifications and Goods containing defects.

5. QUALITY:
All Goods ordered will be supplied in accordance with MILI45208A or ISO 9001:2000 standards, or higher. Goods supplied shall meet the requirements in the applicable technical specification and documentation (Drawings, specifications, standards, etc). It shall be the sole responsibility of the Seller to monitor that the technical specifications regarding materials, methods, form, fitness, and function are observed, whether or not the Goods have been manufactured by Seller or by any Seller’s subcontractors. Where no specific requirements are stated, good industry and craftsman-like practice shall be observed. Goods are to be manufactured in accordance with configuration guidelines.

6. SELLER’s NOTICE OF DISCREPANCIES:
Seller shall notify Buyer in writing when discrepancies in Seller’s process or Goods are discovered or suspected regarding Goods delivered or to be delivered under this contract.

7. CHANGES IN PROCESS OR PRODUCT:
Seller shall notify Buyer of changes in product and/or process definition and, where required, obtain Buyer approval.

8. ACCEPTANCE AND REJECTION:
Buyer shall accept the Goods or give SELLER notice of rejection or revocation of acceptance (“Rejection” herein), notwithstanding any payment, prior test or inspection, or passage of title. No inspection, test delay or failure to inspect or test or failure to discover any defect or other nonconformance shall relieve Seller of any obligations under this contract or impair any rights or remedies of Buyer. If Seller delivers non-conforming Goods, Buyer may at its option and at Seller’s expense (i) return the Goods for credit or refund; (ii) require Seller to promptly correct or replace the Goods; (iii) correct the Goods; or (iv) obtain replacement Goods from another source. Seller shall not redeliver corrected or rejected goods without disclosing the former rejection or requirement for correction. Seller shall disclose any corrective action taken. Repair, replacement and other correction and redelivery shall be completed within the original delivery schedule or such later time as Buyer’s Authorized Procurement Representative may reasonably direct.

All costs and expenses and loss of value incurred as a result of or in connection with nonconformance and repair, replacement or other correction may be recovered from Seller by equitable price reduction or credit against any amounts that may be owed to Seller under this contract or otherwise.

9. WARRANTY:
Seller warrants that all Goods furnished under this contract shall conform to all specifications and requirements of this contract and shall be free from defects in materials and workmanship. To the extent Goods are not manufactured pursuant to detailed designs and specifications furnished by Buyer, the Goods shall be free from design and specification defects. This warranty shall survive inspection, test and acceptance of, and payment for, the Goods. This warranty shall run to Buyer and its successors, assigns and customers. Such warranty shall begin after Buyer’s final acceptance. Buyer may, at its option, either (i) return for credit or refund, or (ii) require prompt correction or replacement of the defective or non-conforming Goods. Return to Seller of defective or non-conforming Goods and redelivery to Buyer of corrected or replaced Goods shall be at Seller’s expense. Goods required to be corrected or replaced shall be subject to this article and the “inspection” article of this contract in the same manner and to the same extent as Goods originally delivered under this contract, but only as to the corrected or replaced part or parts thereof. Even if the parties disagree about the existence of a breach of this warranty, Seller shall promptly comply with Buyer’s direction to: (i) repair, rework or replace the Goods, or (ii) furnish any materials or parts and installation instructions required to successfully correct the defect or nonconformance. If the parties later determine that Seller did not breach this warranty, the parties shall equitably adjust the contract price.

10. TAXES:
Unless this contract specifies otherwise, the price of this contract includes, and Seller is liable for and shall pay, all taxes, impositions, charges and exactions imposed on or measured by this contract except for applicable sales and use taxes that are separately stated on Seller’s invoice. Prices shall not include any taxes, impositions charges or exactions for which Buyer has furnished a valid exemption certificate or other evidence of exemption.

11. CERTIFICATION OF CONFORMANCE:
All Goods must conform to the Original Equipment Manufacturer’s (OEMs) specifications and tests. Certification of Conformance of said Goods must accompany the Goods from Seller’s facilities, including a statement of the condition of the Goods, back-up data on file for inspection, and signed by an authorized representative of the Seller. Should such certification not accompany the shipment, items will be held in quarantine and no payment will be processed until the proper certification is received. CORBITT Manufacturing Company reserves the right to be supplied with and /or audit such certification on all new items purchased. This may require traceability and full source documentation. All raw material, machining, and processing certifications shall be supplied at no cost if requested. All certifications and related documentation must be retained on file by Seller for a period of at least seven (7) years after completion of this order.

12. PACKAGING:
Unless otherwise specified, all packing and packaging shall comply with best commercial practice. All shipments to CORBITT Manufacturing Company must be visually identified with the Purchase Order number on the exterior of package / box so that packages do not have to be opened to verify order. Unidentified shipments may be refused and returned to sender. All crating and pallet materials used in shipments to or on behalf of CORBITT Manufacturing Company must comply with the International Plant Protection Convention’s (IPPC) International Standards for Phytosanitary Measures(ISPM). Refer to the ISPM’s publication Guide for regulating Wood Packaging Material in International Trade located on the IPPC website at http://www.ippc.int. All hazardous Material/ Dangerous Goods shipped to or on behalf of CORBITT Manufacturing Company, must be packaged, labeled, and shipped in accordance with and comply with the International Air Transport Association (IATA) and Federal Aviation Administration (FAA) regulations, as well as any and all other applicable laws and regulations. UN number required with hazardous materials as per IATA and FAA regulations.

13. MATERIAL SAFTEY DATA SHEET (M.S.D.S.):
If an M.S.D.S. is required for this material, the Seller shall include one copy of the M.S.D.S. and it shall be identifiable and provided with each shipment of the items furnished under the order.

14. COMPENTENT APPROVAL AUTHORITY:
If an approval from a competent approval authority is required for shipment of the ordered good, such document must be included with the ordered goods.
 
15. INVOICES AND PAYMENT:
Unless otherwise authorized by the Buyer, Seller shall issue a separate original invoice for each delivery that shall include Buyer’s Purchase Order Number and line item number. Seller shall forward its invoice to the address specified on the Purchase Order. Buyer may take any offered discount on the full amount of the invoice. Payment due date, including discount periods, shall be computed from the later of the scheduled delivery date, the actual delivery date or the date of receipt of a correct invoice. Payment shall be deemed made on the date Buyer’s check is mailed or payment is otherwise tendered. Seller shall promptly repay Buyer any amounts paid in excess of amounts due Seller.

16. FORCE MAJEURE:
Seller shall not be liable for excess re-procurement costs pursuant to the “Cancellation for Default” article of this Purchase Order, incurred by Buyer because of any failure to perform this contract under its terms if the failure arises from causes beyond the control and without the fault or negligence of Seller. Examples of these causes are (a) acts of God or the public enemy, (b) acts of the government in either its sovereign or contractual capacity, (c) fires, (d) floods, (e) epidemics, (f) quarantine restrictions, (g) strikes, (h) freight embargoes and (i) unusually severe weather. In each instance, the failure to perform must be beyond the control and without that fault or negligence of Seller. If the delay is caused by delay of a subcontractor of Seller and if such delay arises out of causes beyond the reasonable control of both, and if such delay is without the fault or negligence of either, Seller shall not be liable for excess costs unless the goods or services to be furnished by the subcontractor were obtainable from other sources in sufficient time to permit Seller to meet the required delivery scheduled. Seller shall notify Buyer in writing within 10 days after the beginning of any such cause.

17. TERMINATION FOR CONVENIENCE:
Buyer may terminate a long term Fixed Price Purchase Order, effective as of the date specified by Buyer, in accordance with the provisions of Federal Acquisitions Regulation (“FAR”) 52.249-2 (Sep 96), “Termination for Convenience of the Government (Fixed Price),” which provisions, except for subparagraphs (d) and (j), are incorporated herein by reference. The terms Government” and “Contracting Officer” shall mean “Buyer,” “Contractor” shall mean “Seller” and the phrase “1 Year” is deleted each place it occurs and “six month” is substituted in its place. The time for requesting and equitable adjustment under subparagraph (1) is reduced to 45 days. Settlements under this article may be subject to approval by the Buyer.