General. This Purchase Order (whether used as an offer, an acceptance of an offer, or a confirmation of a contract) is conditioned on and limited to its terms. By performing or by acknowledging receipt of this purchase order (“contract”), Seller assents to all its terms and conditions. Buyer objects to any different or additional terms in Seller’s quotations, acknowledgements or acceptances, or similar documents.

Warranty. Seller warrants that goods and services (each and/or both called “Work”): (a) will be of quality design, material and workmanship, free of defects, (b) will conform to specifications, drawings, data and samples, (c) are merchantable and fit for the purposes sold. This warranty is effective for one (1) year after receiving date. This warranty is in addition to warranties offered by Seller. Seller assigns to Buyer any applicable manufacturers’ warranties.

Price Competitiveness. Seller warrants that prices for the Work are not higher than those charged other customers for the same or similar Work in similar quantities. Buyer may inform Seller if it can purchase Work of like quality at a lower delivered cost than under this contract. Seller shall have 15 days to inform Buyer if it will meet such lower cost for an equal quantity of Work. If it does not, Buyer may purchase such Work from the other source and such quantity shall be deducted from Buyer’s obligation hereunder, but the contract otherwise shall remain unaffected. Seller is unable to charge a higher price for Work without a revised Purchase Order from Buyer under any circumstances.

Invoices/Payment/Taxes. Separate invoices shall be supplied for each Purchase Order shipment. Each invoice shall be itemized and shall show terms, discounts, date of shipment, and Purchase order number. Failure to show said items will result in a delay of payment will all rights reserved including cash discounts. Payment will not be made to a firm name other than that shown on the face hereof without written assignment by Seller and accepted by Buyer. Based on the terms stated on the face of this document, payment is due the stated number of days after (a) receipt of invoice, or (b) completion of performance by Seller, whichever is later. Buyer is liable only for taxes which Seller is authorized to collect from Buyer by law. Seller’s invoices shall list taxes separately.

Financial Stability. Seller gives Buyer permission to conduct a credit check.

Shipping/Delivery. Seller will indicate plainly the Purchase Order number on all bills of lading, all goods shipped pursuant to said order, and on all invoices, freight bills, and packages. Each package must contain a memorandum showing Seller’s name, contents of packages, and Purchase Order number. Shipments of goods specified on this Purchase Order number should result in lowest possible freight rate unless otherwise specified by Buyer. Penalties of increased charges due to failure to observe this provision will be charged to the Seller. Shipping costs for goods on back order shall be paid only at the rate which would have been applicable had the complete order been shipped at one time. All excess costs shall be borne by Seller. Partial shipments must be identified as such on shipping memoranda and invoices. When shipping, Seller will make no declaration of value to the carrier, except where shipment is subject to released value ratings. Unless otherwise expressly provided, Seller shall deliver all articles to Buyer’s premises, free of all freight, handling, transportation, drayage, boxing, and similar charges. All times in this contract are of the essence.

Drawings/Specifications/Inspections. If requested, Seller shall submit drawings and specifications (“Descriptions”) to Buyer for approval. Buyer may, at reasonable times, inspect the Work at Seller’s plant. Such approval/inspection shall not reduce Seller’s obligations. Approved Descriptions become Buyer’s property and part of this contract. Seller shall not use or permit others to use such Descriptions for any other work.

Patents. Seller shall indemnify and hold Buyer harmless: (a) from claims for infringement of any patent, copyright, trademark, or trade name because of the manufacture, use, or sale of the Work, and (b) for any costs, expenses, liability and damages, including, but not limited to, attorneys’ fees , which Buyer may incur because of any suit or claim of any alleged infringement. Buyer shall give Seller written notice of any such suit or claim. If buyer requests, Seller shall promptly assume the defense of such suit or claim.

Compliance with Laws. Contractor represents that the Services or Work will comply with Buyer’s rules and site policies and all applicable state, federals and local laws, rules, regulations, and executive orders. These include, but are not limited to, OSHA, EPA, TSCA, and the Fair Labor Standards Act. These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex, or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, national origin, and protected veteran status or disability.

Cancellation/Termination. Buyer may terminate all parts of this contract for its convenience with written notice to Seller. Buyer shall pay Seller reasonable charges for the portion of the work already performed.

Confidentiality. Seller may gain information about Buyer’s operations, plans, equipment, finances, products, processes, and customers. Seller shall see that such information is kept confidential and not divulged to others except as authorized by Buyer. However, Seller may disclose or use such information which it can show: (a) is published and a matter of common knowledge other than through acts or omissions of Seller; (b) was rightfully made know to Seller by third parties without restriction on disclosure; or (c) was known at the time of entering in to this contract, and was not acquired from Buyer, its employees or agents. These obligations shall continue beyond the termination of this contract.

Changes. Buyer may change specifications, quantities, packaging, delivery or services and transportation at any time. All changes require Buyer to send a revised Purchase Order to Seller reflecting said changes. Seller shall notify Buyer prior to making any changes to raw materials, methods of manufacture, production equipment or locations involved in the performance of this Purchase Order and shall obtain Buyer’s agreement that such changes do not make the Work unsuitable for Buyer prior to making any such change(s). Buyer may terminate this contract if Buyer does not agree.

Buyer’s Premises. If Seller enters Buyer’s premises, Seller shall: (a) obey Buyer’s site policies, practices, and rules; (b) indemnify and defend buyer, its employees and officers against all liabilities and losses of any kind, including costs, expenses and attorneys’ fees, due to injuries (including death) or damage to persons or property occurring to or caused by Seller, its agents or subcontractors, or any of their employees, such indemnity to include such injuries or damage caused by the joint or concurring negligence of Buyer. It does not include those caused by the sole negligence of Buyer; (c) maintain the following minimum insurance: (i) Worker’s Compensation – Statutory; (ii) Commercial General Liability – $3,000,000 each occurrence, including personal and bodily injury liability; and (iii)Comprehensive Automobile – $3,000,000 each occurrence, including personal and bodily injury. Seller’s General Liability shall (i) be on an occurrence policy form, (ii) name Buyer as an additional insured and (iii) be primary to any other valid and collectible insurance. Seller shall secure from its’ Workers’ Compensation insurer a waiver of subrogation in favor of Buyer, its employees and agents. Seller will furnish Buyer certificates of insurance confirming such coverage.

Assignment/Subcontracting/Independent Contractor. Seller shall not assign, subcontract, or delegate all of any parts of this contract without the prior written consent of Buyer. Seller is and shall remain an independent contractor.

Indemnity. Seller warrants that goods furnished under the contract do not infringe any intellectual property of a third party and agrees to indemnify and save harmless Buyer, its parents and subsidiaries, or its vendors from any and all claims, suits, liabilities, damages, losses, or expenses incurred by Buyer or its vendors by reason of any alleged infringement of such rights. Seller shall indemnify and hold harmless Buyer, its parents and subsidiaries, and its agents and employees from and against all claims, damages, losses, and expenses, including attorneys’ fees, arising out of or resulting from the performance of the Work, caused by any negligent act or omission of Seller, any subcontractor, and anyone for whose acts any of them may be liable. In case of concurring fault, each party shall bear his share of the loss. In any and all claims against Buyer or any of its agents or employees by any employee of Seller, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, the indemnification obligation under this paragraph shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable by or for Seller or any subcontractor under worker’s compensation acts, disability benefit acts, or other employee benefit acts.

Buyer’s Property. Any property of Buyer in Seller’s active or constructive possession or custody hereunder will be at Seller’s risk, and Seller agrees to reimburse Buyer for any loss or damage to such property however caused.

Foreign Shipments. Foreign shipments must be preceded by execution of a formal Consular Invoice. At time of shipment, Ocean bills of Lading, Consular Invoice, and Commercial Invoices, in triplicate, shall be forwarded directly to the Purchasing Agent issuing this contract. Additionally all foreign shipments must ship in compliance with the Arms Export Control Act and the regulations thereunder; the Export Administration Act and the regulations thereunder; the Trading with Enemy Acts and Foreign Assets Control, Transaction Control, and Cuban Assets Control regulations; the International Economic Emergency Powers Act; Securities and Exchange Act of 1934 and the Foreign Corrupt Practices Act; Internal Security Act of 1950; and National Security Act of 1947. Seller hereby agrees to indemnify and save the Buyer harmless from and against all claims, charges, action, and proceedings brought against buyer by any lawful government authority or by any person on account of any alleged violation of export/import laws by Seller of any such material as referred to above.

Conflicting terms. In case of conflict between these terms and conditions and those separate written contract signed by both Buyer and Seller, the written contract shall prevail.

Review of Records. During the term of the contract and for three years thereafter, Buyer shall have the right to review seller’s records, only for the purposes of verifying claims for payment and compliance with the terms and conditions of the contract. Seller agrees to maintain records which substantiate all charges and to retain records related to this contract for at least three years after final payment.

Miscellaneous. This contract incorporates the uniform commercial code as adopted in Missouri, and shall be controlled by and interpreted according to Missouri laws. This contract is the complete understanding and statement of our agreement. Any modification, rescission or waiver must be in writing and signed by both parties. A waiver of any breach of these terms contract shall not be a waiver of any breach. Seller must comply with all time limits shown in this contract. Section headings are provided for reference and convenience only and are not intended to be definitive or to affect the meaning, content, or scope of this contract.