Purchase order terms and conditions are:

1. Order Documentation and Parties. These Purchase Order Terms and Conditions (these “Terms and Conditions”) are intended to be referenced and incorporated in a Purchase Order between the parties named in the Purchase Order.

2. Submission and Acceptance of Order. Once the Order has been submitted by Buyer, Seller shall be bound by the Order when it returns an acknowledgment or written confirmation of the Purchase Order to Buyer.

3. Performance Date. Performance by delivery or otherwise of Goods and/or Services must be made on the delivery or other performance date specified in the Order (the “Performance Date”) in accordance with the terms therefor specified in the Order.

4. Excusable Delays. Neither Buyer nor Seller shall be liable for a performance failure with respect to the Order arising from causes or events beyond its reasonable control occurring without its fault or negligence.

5. Buyer Rights. Buyer reserves the right to make changes.

6. Price. The prices stated on the Order apply to all shipments of Goods made or Services rendered under the Order.

7. Competitive Pricing. If Buyer is offered the same or similar goods and/or services of equal quality and like quantity to Goods and/or Services being furnished under the Order at a price lower. Seller shall either (a) meet such lower price(s) or (b) release Buyer to purchase such same or similar goods and/or services from parties offering them at such lower price(s) for the period during which Seller does not meet such lower price(s).

8. Title and Warranties. Seller will convey good title, free and clear of any liens or other adverse claims, to all Goods and/or Services provided under the Order.

9. Inspection. During manufacture or performance, and/or within thirty (30) days after delivery of Goods and/or Services (notwithstanding any payment therefor during such thirty (30) day period, which payment shall not be deemed acceptance thereof), Buyer may inspect any Goods, related raw materials, work in process, Services or the results of the performance of Services which have been or will be manufactured, worked upon, produced, provided, performed or sold with respect to the Order.

10. Services.

11. Insurance.

12. Cancellation.

13. Packing.

14. Labeling.

15. Documents.

16. Routing.

17. Risk of Loss are also detailed.