PURCHASE ORDER TERMS AND CONDITIONS

This purchase order is not binding upon the Buyer and no payment will be made hereunder until the acknowledgement copy is duly signed and is returned to EI SENSOR TECHNOLOGIES or if Seller provides confirmation by e-mail. If the Seller ships product prior to sending confirmation, the Seller agrees that this contract shall constitute the whole contract between the parties. If Seller shall, for its own convenience, in addition to such acceptance desire its own form of acknowledgement and provisions thereof which would otherwise modify, conflict with or contradict the provisions of this order, such provisions shall be deemed to be waived and the provisions of this order, upon such acceptance, shall constitute the whole contract between the parties.

1. ACCEPTANCE

Acceptance of this order is clearly limited to those terms and conditions shown on this purchase order, any others are rejected except for those explicitly accepted by EI SENSOR TECHNOLOGIES in writing.

2. DELIVERY, PRICE, AND ADVANCE COMMITMENTS

Seller shall place all orders for the scheduled deliveries of materials and parts necessary for its performance under this order at such times as will enable Seller to meet, the schedule of deliveries set forth herein. Buyer shall not be liable for any changes to costs arising out of commitments by Seller for the acquisition of said materials and parts, or for work performed unless Buyer has given its prior written consent to such advance commitments of work. Items received more than 15 days before schedule may at EI SENSOR TECHNOLOGIES option, be returned at Seller’s expense, or be accepted and payment be based upon schedule delivery dates.

3. PAYMENT

Invoices shall be submitted to EI SENSOR TECHNOLOGIES Accounts Payable after items are shipped. The time for payment of Seller’s invoices shall commence with date of actual receipt of items in complete accordance with the requirements of this order. Any adjustments in Seller’s invoices due to shortage, late delivery, rejection or other failures to comply with the requirements of this order may be made by Buyer before payment.

4. WARRANTY AND INSPECTION

Seller expressly warrants that at the time of delivery thereof all items delivered hereunder will be in conformity with the applicable specifications, drawings and samples, that they will be free from defects, including latent defects, which warranty shall survive inspection, delivery, and payment (In material and workmanship and they will be fit for their intended use.) Said warranties, however, shall not be deemed to limit any warranties of additional scope given to Buyer by Seller. Unless otherwise specified all items will be subject to final inspection and acceptance at Buyer’s plant. Buyer may, at its option, either hold rejected items for Seller’s instructions and at Seller’s risk, or return them to Seller at Seller’s expense and Seller shall promptly reimburse Buyer for any and all damages sustained by Buyer as a result of Seller’s breach of warranty. No replacement of rejected items shall be made unless otherwise specified on Buyer’s returned material order. Inspection and tests may be made by EI SENSOR TECHNOLOGIES (or the Government when articles are being procured for Government contract) at any time before, during, or after manufacture. All goods not fully complying with specifications or with commercial tolerances in the absence of other specifications will be subjects to return for credit or replacement at our option.

5. CHANGES

Buyer reserves the right, by written notice issued hereunder to make changes in quantities, in drawings and specifications, in delivery schedules, and in methods of shipment and packaging. If such changes cause an increase or decrease in price or in the time required for performance, Seller shall immediately notify Buyer thereof, and an equitable adjustment shall be made. Changes shall not be binding upon Buyer unless evidenced by a purchase order change notice issued and signed by Buyer.

6. TERMINATION

(A) EI SENSOR TECHNOLOGIES may terminate, for its convenience, work under this order, in whole or in part, at any time by written notice. Upon any such termination Seller shall, to the extent and at the times specified by EI SENSOR TECHNOLOGIES, stop all work on this order, place no further orders hereunder, terminate work under orders outstanding hereunder, assign to EI SENSOR TECHNOLOGIES all Seller’s interest under terminated subcontracts and orders, settle all claims thereunder after obtaining EI SENSOR TECHNOLOGIES approval, protect all property in which EI SENSOR TECHNOLOGIES has or may acquire an interest, and transfer title and make delivery to EI SENSOR TECHNOLOGIES all articles, materials, work in process, or other things held or acquired by Seller in connection with terminated portion of this order. Seller shall proceed promptly with EI SENSOR TECHNOLOGIES’ direction respecting each of the foregoing without awaiting settlement of payment of its termination claim. (B) Within six months from such termination Seller may submit to EI SENSOR TECHNOLOGIES its written claim for termination charges, in the form and with the certification prescribed by EI SENSOR TECHNOLOGIES. Failure to submit each claim within such time shall constitute a waiver of all claims and a release of all EI SENSOR TECHNOLOGIES liability arising out of such termination. (C)The parties may agree upon the amount to be paid Seller for such termination. If they fail to agree EI SENSOR TECHNOLOGIES shall pay Seller the amount due for articles delivered prior to termination and in addition thereto, but without duplication, shall pay the following amounts: (1) The contract price for all articles completed in accordance with this order and not previously paid for. (2) (a) The actual costs incurred by the Seller which are properly allocable or apportionable under recognized commercial accounting practices to the terminated portion of this order, including the cost of discharging liabilities which are so allocable or apportionable, and (b) a sum equal to 2% of the part of such costs representing the costs of articles of materials not processed by the Seller, plus a sum equal to 8% of the remainder of such costs shall exclude any charge for interest on borrowings and shall exclude the cost of discharging liabilities for parts, materials, and services not received by the Seller before the effective date of termination. If it appears Seller would have sustained a loss on the order, no profit shall be allowed under subdivision (b) and an adjustment shall be made reducing the amount of the settlement to reflect the indicated rate of loss. (3) The reasonable costs of the Seller in making settlement hereunder and in protecting property in which EI SENSOR TECHNOLOGIES has or may acquire an interest.

7. INDEMNIFICATION

Seller agrees to protect, defend, hold harmless and indemnify EI SENSOR TECHNOLOGIES and its’ customers from and against any and all liability and expense arising out of the alleged infringement, because of a purchase, sale or use of the article herein mentioned, or any patent, trademark or copyright or claim, therefore or because of any injury to person or property resulting to any EI SENSOR TECHNOLOGIES customer or to any person whatsoever from the good herein purchased.

8. PROPRIETARY INFORMATION-CONFIDENTIALITY

Sell shall consider all information furnished by Purchaser to be confidential and shall not disclose any such information to any other person, or use such information itself for any purpose other than performing this contract, unless Seller obtains written permission from Purchaser to do so. This paragraph shall apply to drawings, specifications, or other documents prepared by Seller for Purchaser in connection with this order. Seller shall not advertise or publish the fact that Purchaser has contracted to purchase goods from Seller, nor shall any information relating to the order be disclosed without Purchaser’s written permission. Unless otherwise agreed in writing, no commercial, financial or technical information disclosed in any manner or at any time by Seller to Purchaser shall be deemed secret or confidential and Seller shall have no rights against Purchaser with respect thereto except such rights as may exist under patent laws.

9. COMPLIANCE WITH LAWS

Seller agrees that all goods shipped to the Purchaser under this agreement will be produced in full compliance with all applicable laws including, but not limited to, the Fair Labor Standards Act. Seller further agrees that it shall not engage in the employment of child, forced, indentured, involuntary, prison or uncompensated labor. Purchaser may, upon notice, inspect Seller’s plant and facilities at reasonable times to determine compliance with the provisions set forth herein. In addition to any other remedies contained herein, Purchaser shall have the right to immediately terminate this agreement and any other agreements with Seller if it determines that Purchaser is in violation of this section.

10. SHIPMENTS AND PACKAGING

Each container, and accompanying packing list, must show its order number. No charge will be allowed for packing, boxing, or cartage unless fully and separately itemized on the face hereof. All items shall be suitably prepared for shipment to secure the lowest transportation and insurance rates, and to meet carrier’s requirements. All shipments to be packaged in strict conformity with Rule 41 Consolidated Freight Classification and all ICC Regulations except where otherwise provided in Government Directives. Dangerous or explosive material must be packaged and labeled to conform to ICC Regulations. Insure shipments for minimum value only.

11. TAXES

The price herein stated excludes all Federal taxes imposed on items furnished hereunder and Seller shall set forth all applicable taxes as separate items on invoices to be paid by EI SENSOR TECHNOLOGIES unless Buyer shall furnish Seller with tax exemption certificates.

12. TITLE AND RISK OF LOSS

Unless otherwise specified in the Order, risk of loss of the Goods remains with Seller and title will not pass to Buyer until the Goods are delivered to the accepted by Buyer at the Delivery Location.

13. FORCE MAJEURE

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 (“Force Majeure Event”). Force Majeure Events could include, but not limited to, acts of God or the public enemy, government restrictions, floods, fire, earthquakes, explosion, epidemic, war, invasion, terrorist acts, riots, strike, or embargoes. 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 under the Order. If a Force Majeure Event prevents Seller from performance for a continuous period of more than fifteen (15) business days, Buyer may terminate this Order immediately by giving written notice to Seller.

14. PRICE WARRANTY

Seller warrants that the prices for the goods sold to Purchaser hereunder are not less favorable than those currently extended to any other customer for the same or similar goods during the term of this order; Seller agrees to reduce the prices hereof correspondingly. Seller warrants that prices shown on this purchase order shall be complete, and no additional charges of any type shall be added without Purchaser’s express written consent. Such additional charges include, but are not limited to, shipping, packaging, labeling, custom duties, taxes, storage, insurance, boxing, crating.

15. INVOICING

Send invoices and duplicate bill of lading after shipment.

16. DESIGN TOOLS, ETC

Any design, pattern, tool, die, jig, fixture, drawing, or test equipment hereto or hereafter furnished by EI SENSOR TECHNOLOGIES in connection with this order shall remain EI SENSOR TECHNOLOGIES’ property to be delivered to EI SENSOR TECHNOLOGIES upon request, and shall not be used in the manufacture of any article for anyone other than EI SENSOR TECHNOLOGIES. Tools, dies, jigs, fixtures and test equipment, the cost of which has been included in computing the price specified on the face hereof and for which EI SENSOR TECHNOLOGIES is to pay Seller as a separate item as indicated on the face hereof, shall, upon such payment, become the property of EI SENSOR TECHNOLOGIES and shall be marked as directed, held for delivery to EI SENSOR TECHNOLOGIES and shall not be used in the manufacture of any articles for anyone other than EI SENSOR TECHNOLOGIES. Unless otherwise stated on the face hereof EI SENSOR TECHNOLOGIES SHALL HAVE NO OBLIGATION to furnish or pay for tools, dies, jigs or equipment of any kind required for Seller’s performance of this order.

17. CONFLICT MINERALS

Seller warrants that, to its knowledge, no tantalum, tin, tungsten and,/or gold (“Conflict Minerals”), contained in any good subject to this order, originated from the Democratic Republic of the Congo or an adjoining country, unless the Conflict Minerals were processed by a facility listed as compliant pursuant to the CFSI Conflict-Free Smelter Program. Seller agrees to abide by the terms and conditions in Purchaser’s Conflict Mineral Policy, and to communicate to its sub-suppliers in an attempt to ensure legal compliance. Seller agrees to cooperate and work with its sub-suppliers in an attempt to ensure traceability of Conflict Minerals at least to smelter or refiner level, to maintain and record all Conflict Minerals traceability documentation for five years, and to provide such documentation to Purchaser upon request.

18. ASSIGNMENTS AND SUBCONTRACTING

No part of this order may be assigned or subcontracted without the prior written approval of Purchaser.

19. SHIPPING TERMS

Delivery shall be made in accordance with the Terms of this Order. The Order number must appear on all documents pertaining to the Order, invoices, packing lists, correspondence, and all shipping documents. Seller shall not substitute material or ship more than the quantity ordered. Supplier shall be solely responsible for and pay, all costs of delivering the Goods to the Delivery Location, including, without limitation, all shipping and freight costs and all duties, fees, tariffs, or similar analogous taxes on imports/exports of the Goods (“Custom Duties”). Supplier will take all reasonable steps to minimize custom duty costs.

20. PAYMENT TERMS

Unless otherwise specified in the Order, net payment will be made in 60 days.

21. SHIPMENT

If in order to comply with Purchaser’s required delivery date it becomes necessary for Seller to ship by a more expensive way than specified in this purchase order, any increased transportation, costs resulting therefrom shall be paid for by Seller unless the necessity for such rerouting or expedited handling has been caused by Purchaser.

Updated: 06/2019