ELECTROPOLISHING SYSTEMS – PURCHASE TERMS & CONDITIONS

The terms and conditions of this purchase order set forth the entire agreement between the parties hereto and supersede all previous communications, proposals, representations, or agreements, whether written or oral. No agreement or understanding that varies or extends the terms or conditions of this purchase order will be binding unless issued in writing by the Buyer or a duly assigned officer or representative of Electropolishing Systems, Inc. No conditions stated by the seller in its acknowledgment of this order shall be binding upon the buyer if in conflict with, inconsistent with, or in addition to the terms and conditions stated herein. Any such conditions, if not agreed to by the Buyer through a subsequent purchase order amendment, have been rejected by the Buyer.

Seller agrees that it will not enter into a subcontract or purchase order for the procurement of the items covered by this order in completed or substantially competed form, and the monies due there under shall not be assigned, nor any part thereof, without securing the written approval of the Buyer

Seller will comply with all applicable federal, state, and local laws, orders, regulations, and ordinances in performance of this purchase order. Seller covenants and agrees to save and hold Buyer harmless from and reimburse same for any and all costs, damages, and expenses, including reasonable attorney’s fees, suffered or occasioned to the Buyer through any failure of Seller to comply with such laws, orders, regulations, and ordinances.

Seller expressly warrants that all articles ordered to specifications, drawings, or other descriptions furnished by the buyer will conform thereto, and that all articles will be of outstanding quality and workmanship and free of defect.

All supplemental sheets, schedules, exhibits, specifications, drawings, data, or riders, which may be annexed hereto, are made part of this order, and Seller agrees by acceptance that all such information has been available and that it will be Seller who performs all work called for in the completion of this order.

Buyer may at any time, by written amendment, make changes in the drawings, specifications, or other description furnished; quantity of product ordered; delivery schedule; or any other element of this purchase order. If any such changes cause an increase or decrease in purchase order value or in the time required for performance, an equitable adjustment shall be made, and this purchase order shall be modified in writing. Any claim for adjustment under this provision must be submitted in writing within 30 days from the date the change is ordered. No modification of this order shall be binding on the Buyer unless made by a formal purchase order amendment, signed by the Buyer or a duly authorized representative.

Suppliers shall maintain a quality system acceptable to Electropolishing Systems, Inc. The quality system and all materials and workmanship shall, at Electropolishing Systems, Inc.'s discretion, be subject to survey, source inspection, and test by Electropolishing Systems, Inc., or Electropolishing Systems, Inc.'s customers at any reasonable time in the supplier’s facility. Electropolishing Systems, Inc.'s facility will also subject all parts to a final inspection for conformance. The supplier shall remove any non-conforming articles due to unacceptable workmanship at their own expense, including transportation both ways. The Seller shall bear all risk of loss or damage to rejected articles. In addition to their right of rejection, and without limitation to any other remedy, Electropolishing Systems, Inc., may require prompt repair and replacement of rejected articles or elect to retain them and remedy any defects. The cost of remedying such defects shall be deducted from the amount due to the supplier. Suppliers shall be notified via corrective action when their performance falls below a combined score of 75% and or in the event of a major nonconformance that arises with the quality of the product.

Seller, while in possession of property of the Buyer or the Buyer’s customer, shall be liable for its loss or damage except for reasonable wear and tear and/or normal manufacturing losses. Seller shall maintain such property in good condition and dispose of same as instructed by the Buyer at the completion of this order.

All drawings, specifications, and materials, including data, designs, inventions, tooling/fixtures, and other technical information, supplied by Electropolishing Systems, Inc., in connection herewith (hereinafter called “data”) shall remain the property of and shall be held in confidence by the supplier. Except in the performance of this order, such data shall not be reproduced, used, and/or disclosed to others by the supplier, including any government, person, or firm, without Electropolishing Systems, Inc.'s written consent

If the purchaser furnishes materials, the supplier shall return to the purchaser all unused or scrap materials unless otherwise directed, in writing, by the purchaser. Upon delivery to Electropolishing Systems, Inc., the full quantity of consigned materials shall be noted on the packing slip, with the condition of the part being either non-conforming for evaluation by Electropolishing Systems, Inc. or scrap. In either case, the parts must be tagged.

This purchase order is to be governed by and construed according to the laws of the State of Massachusetts.

Seller must receive written approval from the Buyer to ship any items more than 15 days in advance of the delivery dates set forth in this purchase order. Items received without such approval are subject to rejection, and the seller will be responsible for all freight expenses, or the seller invoice will be paid in accordance with the terms of the purchase order and original delivery date.  Failure to deliver according to the delivery date specified in the purchase order on a constant basis may lead to being disapproved as a qualified supplier.

Terms of any payment provided for this order, and all discounts related thereto, shall be calculated from 1) the dates items are received; 2) the dates items are scheduled to be received; or 3) the date an acceptable invoice is received, whichever is later.

Electropolishing Systems, Inc. reserves the right to terminate this purchase order or any part thereof at any time at no cost to Electropolishing Systems, Inc. whenever 1) the vendor does not maintain acceptable quality, timely progress, and/or delivery schedule; 2) the purchaser and/or customer or intimate purchaser requests the termination of this order in whole or in part. Such termination shall state the effective date of the termination, upon which the buyer and seller will negotiate a fair compensation to the seller for materials and/or services rendered prior to termination.

The failure of the Buyer to insist, in any one or more instances, upon strict conformance to any of the terms and conditions or supplemental clauses of this purchase order will not waive or relinquish to any extent the Buyer's right to assert and enforce such terms and conditions or supplemental clauses, in whole or in part, on any future occasion.

The Equal Opportunity Clause, Section 202, paragraphs 1 through 7 of Executive Order 11246, as amended; 38 USC 4212 of the Vietnam Era Re-adjustment Assistance Act of 1974; and Section 503 of the Rehabilitation Act of 1973 relative to equal opportunity and implementing rules of the Office of Federal Contract Compliance Programs are incorporated herein by specific reference.