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LSI ADL Technology LLC - TERMS OF SALE

The LSI ADL Technology LLC. Purchase Order Number shall appear on all crates, boxes, packing lists, Invoices, and other correspondence relating to the purchase order. Each carton in a multi-carton shipment shall be identified as belonging to that shipment, e.g. 1 of 2 and 2 of 2.

1.0 Acceptance: The seller to which this Purchase Order is addressed ("Seller") shall be deemed to accept this Purchase Order and any amendments hereto by: (a) Signing the acceptance copy and promptly returning it to LSI ADL Technology LLC ("Buyer"); (b) starting to produce or deliver the products or services listed on this Purchase Order (the "Goods"); (c) accepting any payment from Buyer, or (d) any other event constituting acceptance under applicable law.

2.0 Changes: Buyer shall have the right at any time to make changes in drawings, quantity, designs, specifications, materials, packaging, time and place of delivery and method of transportation, if any such changes cause an increase or decrease in the cost, or the time required for the performance, an equitable adjustment shall be made and this agreement shall be modified in writing accordingly.

3.0 Force Majeure: Buyer may delay delivery and/or acceptance occasioned by causes beyond its control.

4.0 Warranties: Seller expressly warrants that the Goods and all material and work covered by this Purchase Order will (a) conform to the specifications, Drawings, samples or other descriptions furnished or adopted by Buyer, (b) meet or exceed the quality standards furnished or adopted by Buyer, (c) be free from defects, and (d) if the Goods are not ordered to Buyer’s specifications, be merchantable, fit and sufficient for the specific purposes intended.

SELLER’S WARRANTY SHALL EXTEND FOR A PERIOD OF 12 MONTHS (OR OTHER PERIOD SPECIFIED IN AN ACCEPTED CONTRACT) AFTER THE ITEM IS DELIVERED AND ACCEPTED BY BUYER AND APPLIED TO ITS INTENDED USE.

5.0 Breach of Warranty: If seller breaches any of its warranties, including it’s express warranties and its implied warranties of merchantability and fitness for Buyer’s specific purpose, Seller shall be liable for al damages incurred by Buyer, including, without limitation, the purchase price of the Goods, delivery Costs, replacement and cover costs, loss profits, consequential and incidental damages and lost employee and executive time expended on behalf of Buyer in attempting to make the Goods perform as warranted. Sell explicitly acknowledges that, if Seller’s breach causes Buyer to deliver products to its customers either late or below Buyer’s standards, Buyer will incur lost profits and other damages for which Seller is liable. These remedies shall not be deemed exclusive of any other remedy available to Buyer.

6.0 Termination:

6.1 Termination for Convenience: Buyer reserves the right to terminate this contract for its convenience. In such event Seller shall immediately stop all work and observe any instructions form Buyer as to work in process. Seller shall be paid an equitable adjustment for work already performed.

6.2 Termination for Cause: By written notice of default to Seller, or if Seller becomes insolvent or makes an assignment for the benefit of creditors, Or if there shall be instituted by or against Seller any proceeding under any bankruptcy, reorganization, arrangement, readjustment of debt or insolvency law of any jurisdiction or for the appointment of a receiver or trustee in respect to any of Seller’s property and such proceeding is not dismissed or cured within 60 days, the Buyer may cancel the whole or any part of this order or exercise any excess costs for such similar supplies or services, provided Buyers of goods by law or equity.

7.0 Remedies: Not by way of limitation, the remedies of the parties include:

7.1 If Buyer cancels this order I whole or in part as provided in Section 6.2. Buyer may procure upon such terms and in such manner as Buyer may deem appropriate goods or services similar to those canceled and Seller shall be liable to Buyer for any excess costs for such similar supplies or services, provided that Seller shall continue the performance of this order to the extent not canceled under the provisions of this order.

7.2 The rights and remedies of Buyer provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by law or under this order.

7.3 The failure of the Buyer to insist upon strict performance of any of the terms of this order or to exercise any rights hereunder shall not be constructed as a waiver of Buyer’s rights.

8.0 Price:

8.1 Price Warranty: Seller warrants that the prices for the articles sold Buyer hereunder are not less favorable than those currently extended to any other customer for the same or similar articles in similar quantities.

8.2 Un-priced Orders: If price is not stated on this order, it is agreed that the goods or services shall be billed at the price last quoted to, or paid by a customer of Seller, or the prevailing market price, whichever is lower.

9.0 Shipments: If in order to comply with Buyer’s required delivery date it becomes necessary for Seller to ship by a more expensive way than specified in this Buyer order, any increased transportation costs resulting there from shall be paid for by Seller unless the necessity for such rerouting or expedited handling has been caused by Buyer and approved in advance.

10.0 Risk of Loss: Regardless of F.O.B. point, Seller agrees to bear all risk of loss, injury or destruction of goods and materials ordered herein which occur prior to acceptance by Buyer. No such loss, injury or destruction shall release Seller from any obligations hereunder.

11.0 Quality Tolerance: At Buyer’s option, any excess quantities shipped may either be returned at Seller’s expense or paid.

12.0 Quality Standards:

12.1 Name Brand: If a special brand is specified in this order, the goods being purchased must meet the standard quality, performance and use of such brand. If Buyer elects to accept goods purported to be equal to the special brand, the goods may be rejected if any specification is determined to be nonconforming.

12.2 Custom-Made: Any parts or materials that are custom-made to Buyer’s specification are required to pass inspection criteria established by Buyer’s Quality Assurance Department.

13.0 Inspection and Quality Control: At its election Buyer may inspect the goods on this order at Seller’s plant. Approval of the goods by Buyer at Seller’s plant shall not constitute acceptance thereof. The sole purpose of such field inspection is to attempt to discover unsatisfactory details before they result in delays or the necessity for repairs. The Buyer’s customer, in conjunction with or through the Buyer, shall have access to the Seller’s premises or working area so that the Buyer and the Buyer’s customer can audit, survey, and verify that the Seller is conforming to specified requirements, excepting proprietary designs.

14.0 Rejection: All goods purchased hereunder are subject to Buyer’s inspection and approval. Goods rejected by Buyer for whatever reason shall be held, transported and/or stored at Seller’s sole expense. Seller shall promptly reimburse Buyer for any such expenses. Buyer reserves the right to charge Seller an administrative cost for any rejection.

15.0 Assignment: Seller shall not assign or subcontract this order without Buyer’s prior written consent.

16.0 The term "Seller" or "Contractor" or both of said terms, as may be appropriate, shall mean the person, firm or corporation to whom the purchase order is addressed, whether the order be for manufactured goods, materials, supplies and work, or some, or all of them.

17.0 Special Tooling, Drawings, Artwork or Specifications:

17.1 Seller is responsible for the protection, calibration, maintenance, and care (other than normal wear) of all tooling, artwork and equipment owned by Buyer. Said tooling or equipment shall be subject to surveillance inspection upon notice and shall be returned in an acceptable condition upon demand or notice.

17.2 Any drawings, artwork, or specifications prepared by Seller are to become the property of Buyer and shall be marked "Property of LSI ADL Technology LLC" and shall be stored separately when not in use. Such drawings, artwork or specifications will be sent to the LSI ADL Technology LLC Purchasing Department when requested.

18.0 Advertising: No advertising or publicity matter having or containing any reference to Buyer shall be made by Seller without the written consent of Buyer.

19.0 Infringements: Seller warrants that Buyer’s purchase, installation, and/or use of the goods covered hereby will not result in any claim of infringement, or actual infringement of any patent, trademark, copyright, franchise, or other intellectual property right. Seller shall indemnify and hold Buyer harmless from and against all claims, losses, expenses, damages, causes of action and liabilities of every kind and nature, including without limitation reasonable attorneys’ fees, arising form or out of any breach of the foregoing warranty.

20.0 Disclosure of Information: All data and information not already in the public domain, developed or disclosed during the life of this order, will be the property of the Buyer and will be classified in secrecy and confidence by the Seller. Seller will keep confidential all such data and information until it comes into the public domain or until Buyer’s Purchasing agent consents in writing to disclosure.

21.0 Compliance with Laws: Seller shall comply with all applicable federal, state and local laws, rules, regulations and other legal requirements and shall indemnify and hold harmless, Buyer against all fines and penalties assessed, costs and expenses incurred which may arise out of or result from the Seller’s failure to do so. The laws of Ohio shall govern this transaction.

22.0 Attorneys’ Fees: In any suit or action brought to enforce any term, condition, or covenant herein, or to recover damages arising from any breach of this contract, the losing party shall pay to the prevailing party reasonable attorneys’ fees and all other costs and expenses which may be incurred by the prevailing party in any such suit or action and in any reviews thereof and appeals there from.

Copyright © 2013, LSI ADL Technology
Phone: 614-345-9040 | Fax: 614-345-9041
2727 Scioto Parkway, Columbus, Ohio 43221
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