PURCHASER SHALL HAVE A REASONABLE TIME AFTER DELIVERY OF THE ARTICLES AND MATERIALS ORDERED TO INSPECT SUCH ARTICLES AND MATERIALS. IF SPECIFICATIONS ARE NOT MET, IF THE GOODS ARE NOT DELIVERED ON OR BEFORE THE SPECIFIED DELIVERY DATE, OR IF THE GOODS ARE UNSATISFACTORY, THEY OR ANY PART OF THEM MAY RETAIN THE GOODS AND SELLER WILL COMPENSATE PURCHASER FOR NONCOMPLIANCE.

SELLER WARRANTS TO PURCHASER AND ITS CUSTOMERS THAT ALL GOODS, MATERIALS, ARTICLES, AND SERVICES SUPPLIED UNDER THIS ORDER SHALL BE IN CONFORMITY WITH SPECIFICATIONS AND DESCRIPTIONS THEREOF GIVEN BY PURCHASER AND FREE FROM DEFECTS IN MATERIALS, WORKMANSHIP, AND DESIGN. SELLER FURTHER WARRANTS THAT THE MANUFACTURE, PRODUCTION, AND SALE OF THE GOODS, MATERIALS AND ARTICLES SUPPLIED HEREUNDER SHALL BE IN CONFORMITY AND COMPLIANCE WITH ALL APPLICABLE FEDERAL AND STATE LAWS, ORDERS, RULES, AND REGULATIONS, INCLUDING THE FAIR LABOR STANDARDS ACT OF 1938. ALL EQUIPMENT PURCHASED HEREUNDER SHALL BEAR THE FULL WARRANTY OF THE MANUFACTURER THEREOF AND SHALL BE REPAIRED OR REPLACED ACCORDING TO THE TERMS OF SUCH WARRANTY IF SAID EQUIPMENT PROVES DEFECTIVE PROVIDED HOWEVER, THAT IF SELLER IS NOT THE MANUFACTURER OF SAID EQUIPMENT, SELLER WILL GRANT TO PURCHASER A WARRANTY EQUIVALENT IN ALL RESPECTS TO THAT GRANTED BY SUCH MANUFACTURER THEREOF.

THE PERIOD DURING WHICH A DISCOUNT MAY BE TAKEN IS CALCULATED FROM THE DATE ON WHICH AN ACCEPTABLE AND CORRECT INVOICE IS RECEIVED BY PURCHASER. THOSE INVOICES WHICH DO NOT MENTION TERMS WILL BE DISCOUNTED ON A 2% – 10 DAY BASIS. DRAFTS WILL NOT BE HONORED. C.O.D. SHIPMENTS WILL NOT BE ACCEPTED BY PURCHASER UNLESS PURCHASER HAS IN WRITING AUTHORIZED SUCH SHIPMENTS.

SELLER WARRANTS THAT PURCHASER WILL NOT INFRINGE PATENT RIGHTS OR PATENTS BY THE PURCHASER, NORMAL USE, OR SALE OF THE PRODUCTS OR ARTICLELS PURCHASED FROM SELLER UNDER THIS ORDER. SELLER FURTHER AGREES TO INDEMNIFY AND SAVE HARMLESS PURCHASER AND THOSE SELLING OR USING PURCHASER’S PRODUCTS FROM AND AGAINST ALL CLAIMS, ACTIONS, OR DEMANDS FOR INFRINGMENT OF ANY PATENT OR ROYALTY RIGHTS IN CONNECTION WITH THE ARTICLES OR PRODUCTS PURCHASED HEREUNDER. SELLER SHALL, AT ITS OWN EXPENSE, CONDUCT THE DEFENSE OF ANY LAWSUIT INSTITUTED AGAINST PURCHASER ON THE BASIS THAT PRODUCT OR ARTICLE AS SUCH, OR ITS PURCHASE BY PURCHASER INFRINGES ANY PATENT, AND SELLER ALSO SHALL INDEMNIFY PURCHASER FROM ALL COST OR JUDGMENTS RENDERED AGAINST PURCHASER IN SUCH ACTION OR LAWSUIT.

SELLER AGREES TO PAY ALL TAXES IMPOSED BY LAW UPON OR ON ACCOUNT OF THE ARTICLES AND PRODUCTS ORDERED HEREUNDER UNLESS OTHERWISE AGREED BY PURCHASER IN WRITING. IN THE EVENT SELLER CHARGES PURCHASER ANY TAX ON ARTICLES OR PRODUCTS PURCHASED HEREUNDER AND SELLER IS NOT QUALIFIED TO CHARGE OR COLLECT SUCH TAX, THEN SELLER WILL FULLY REIMBURSE PURCHASER FOR ANY AMOUNT OF THOSE TAXES WHICH PURCHASER IS LATER REQUIRED TO PAY TO THE GOVERNMENT ENTITY LEVYING THE SAME.

UNLESS MADE IN WRITING OVER THE SIGNATURE OF AN AUTHORIZED REPRESENTATIVE OF PURCHASER, NO AGREEMENT VARYING OR MODIFYING THE TERMS HEREOF OR THE ORDER ITSELF AS SET FORTH ON THE REVERSE SIDE HEREOF SHALL BE BINDING UPON PURCHASER. SELLER SHALL NOT ASSIGN OR SUBLET ANY PART OF THIS ORDER WITHOUT PURCHASER’S WRITTEN CONSENT THERETO. THIS PURCHASE ORDER IS ISSUED BY PURCHASER REFERRED TO HEREIN AS “PURCHASER”. PURCHASER RESERVES THE RIGHT TO CHANGE SPECIFICATIONS, REQUIREMENTS, AND/OR DELIVERY SCHEDULES, INCLUDING CANCELING ALL OR PART OF THIS PO, AT ANY TIME, AND SUCH CHANGES WILL BE BINDING WHEN PURCHASER NOTIFIES THE SELLER IN WRITING.

FIRE ACCIDENTS, LABOR DISTURBANCES, WAR CONDITIONS, GOVERNMENTAL ACTS, LAWS, REGULATIONS, OR OTHER CAUSES BEYOND THE CONTROL OF THE PURCHASER OR THE SELLER RENDERING THE SELLER UNABLE TO DELIVER OR PURCHASER UNABLE TO RECEIVE ITEMS COVERED UNDER THIS PO, WILL PERMIT THE BUYER TO EXTEND OR CANCEL THIS PO BY WRITTEN NOTICE.