TERMS AND CONDITIONS OF PURCHASE

By accepting this purchase order and/or performing thereunder Seller agrees to comply fully with the terms and conditions of purchase set forth on both the front and reverse sides of this document. Acceptance of this purchase order is expressly limited to the terms and conditions of this order and none of Seller's terms and conditions shall apply in acknowledging this order or in the acceptance of this order. Acceptance by Northeastern Electronics Co., Inc. (hereinafter called "NE"), of the goods, services or work (hereinafter called "Goods") delivered under this purchase order shall not constitute agreement to Seller's terms and conditions. Seller may not ship under reservation.

  1. MODIFICATIONS OR OTHER AGREEMENTS - Changes, modifications, waivers, additions or amendments to the terms and conditions of this order shall be binding on NE only if such changes, modifications, waivers, additions or amendments are in writing and signed by a duly authorized representative of NE. No other agreement shall be binding upon NE unless in writing signed by an authorized representative of NE.

  2. VALIDITY, INTERPRETATION AND PERFORMANCE - The validity, interpretation, and performance of these terms and conditions and any purchase made hereunder shall be governed by the laws of the State of New York and the parties consent to Jurisdiction of the Courts in the State of New York. In the event NE commences any action or proceeding to enforce its rights herein Seller shall reimburse NE for its reasonable costs and expenses of such action or proceedings including its reasonable attorney's fees.

  3. COMPLIANCE WITH LAW - Seller agrees that at all times it will comply with all applicable federal, state, municipal and local laws, orders and regulations. If requested by NE, Seller agrees to timely certify compliance with such laws and in such form as NE may request.

  4. RELEASE OF INFORMATION - Neither party hereto shall, without the prior written consent of the other party, which shall not be unreasonably withheld, publicly announce or otherwise disclose the existence or the terms of this Agreement, or release any publicity regarding the Agreement. This provision shall survive the expiration, termination or cancellation of this agreement. Any knowledge or information which Seller may disclose to NE shall not be deemed to be confidential or proprietary information and shall be acquired by NE free from any restriction as to use of disclosure therefore will provide any necessary information.

  5. INDEMNITY - Seller agrees to indemnify and hold NE, its officers, agents and employees harmless from any loss, damage or bodily injury (including death) or breach by Seller of whatsoever kind or nature arising out of, or incidental to this order occasioned in whole or in part by any action or omission of Seller, its employees, officers and agents or any of them.

  6. WAIVER - Any failure of NE to enforce at any time or for any period of time, any of the provisions of this purchase order shall not constitute a waiver of such provisions nor of NE's right to enforce each and every provision.

  7. ACCEPTANCE AND WARRANTY - Final acceptance of goods by NE will not be until after arrival at the NE facility unless otherwise specified herein. Seller warrants that all Goods supplied by Seller under this order conform to the requirements, specifications, drawings, samples or other descriptions furnished or adopted by NE and that they are of good material and workmanship and free from all defects in manufacture or design and are of merchantable quality and fit for their intended purpose. Seller shall preserve all special drawings, dies, patterns, tooling or other items supplied or paid for by NE in good condition; and they are the property of NE unless otherwise specified; and the same such items shall be returned in good conditions when the work on the order has been completed or terminated or at any other time as requested by NE. No special drawing, die, pattern, tool or other item supplied by NE or made by Seller for the use of or delivery to NE, or for use by Seller in supplying NE, shall be used by Seller for any purpose other than supplying NE, without Seller first obtaining the written consent of NE thereto. If any of the goods delivered to NE are defective or not in conformity with the terms of this contact in any manner, then NE may retain all or any portion of the goods delivered under this contract and return, at Seller’s sole cost and expense, those goods not retained—all without waiver of any claim NE may have for Seller’s breach including, without limitation, the right to damages and the right to cancel this contract.

  8. PATENTS AND COPYRIGHTS - Seller agrees to indemnify and to save NE, its officers, agents, employees, and vendors harmless from any and all loss, expense, damage, liability, claims or demands either at law or in equity for actual or alleged infringement of any patent invention, design trademark or copyright arising from the purchase, use or sale of Goods required by this purchase order, except where such infringement or alleged infringement arises by reason of designs for such Goods originally furnished to Seller by NE.

  9. PRICE CHANGES – Prices may not be increased for any reason whatsoever, except that changes in currency rates, revenue laws, treasury regulations or tariffs or increases in the appraisal of the value of the goods by the customs authorities of any country or as provided herein.

  10. CHANGES - NE may change from time to time any of the drawings, specifications or instructions for work covered by this purchase order and Seller shall comply with such change notices. If such changes result in a decrease or increase in Seller's cost or in the time for performance, an adjustment in the price and time for performance may be made by the parties in writing, provided however that Seller notifies NE of the request for such adjustment within 30 days after receipt by it of the change notice.

  11. ASSIGNMENTS - Performance obligations shall not be assigned or transferred by Seller without prior written approval by NE, and any attempted assignment or transfer without such consent shall be void. Seller shall not subcontract any substantial portion of the work to be performed by it under this order without the prior written consent of NE.

  12. TERMINATION - NE may terminate the work to be performed hereunder in whole or in part at any time with or without cause by written notice to Seller. Such notice shall state the extent and effective date of such termination and, upon the receipt of such notice; Seller will comply with the directions pertaining to work stoppage hereunder and the placement of further orders or subcontracts hereunder. If without cause the parties shall thereupon employ their best efforts to agree by negotiation, within three months, upon the amount of reimbursement, if any, to be paid to Seller for each termination. Termination by NE under this provision shall not be deemed a breach of contract. Seller shall mitigate its claim to the maximum extent, and in any event no claims shall exceed the lesser of fair market value or actual costs of raw materials and work in progress material which Seller shows cannot be diverted to other uses. No claim by Seller shall be asserted or honored for loss of expected profits, or for any consequential or incidental damages, due to cancellation. The provisions of these paragraphs shall not limit or affect the right of NE to terminate this order with cause and shall not apply to a termination with cause.

  13. TIME OF DELIVERY - The delivery dates indicated by NE for the Goods to be supplied under this purchase order are of the essence. Failure to meet agreed upon delivery shall be considered a breach of the contract. Furthermore, Seller agrees to pay to NE any penalty and damages imposed upon or incurred by NE for failure of Seller to deliver Goods on such deliver dates. Unless otherwise agreed in writing, Seller shall not make commitments for material or production in excess of the amount of or in advance of the time necessary to meet NE's delivery schedule. It is Seller's responsibility to comply with this schedule, but not to anticipate NE's requirement.

  14. SETOFF - NE shall be entitled at all times to set off any amount owing, for any reason, at any time, from Seller to NE or any of its affiliated companies against any amount payable at any time by NE in connection with this order.

  15. SALES AND USE TAX EXEMPTION - It is hereby certified that the above described property is exempt from the sales and use tax, unless otherwise noted for the reason that such property is purchased for resale or will become an ingredient or component part of, or be incorporated into, or used or consumed in a manufactured product produced for ultimate sale at retail. If the property described on this purchase order is purchased tax exempt and subsequent use makes this property taxable, NE will assess and pay tax to the appropriate state.

  16. ATTACHMENTS - Any attachments referenced on the front side of this order shall be deemed for all purposes to be an integral part of this order. In the event of conflict between such referenced attachments and the terms stated herein, the terms of such attachments shall control.

  17. PACKING AND SHIPPING INSTRUCTION - Seller agrees to insure that shipments are properly packed and described in accordance with NE specifications and/or applicable carrier regulations. Seller is responsible for packing any shipment correctly based on the carrier/mode utilized. Charges for packing and crating shall be deemed part of the purchase price, and no additional charges will be made therefore unless specifically requested by NE on the purchase order. Seller agrees to ship via the carrier specified by NE. All freight costs incurred by NE or Seller beyond that specified by NE shall be borne by Seller. Seller is responsible for all shipments which are damaged in transit due to improper packaging, improper judgment or any other act or omission of the Seller, shipper or carrier.

  18. INSPECTION QUALITY SYSTEM - The Seller agrees to permit NE and NE's customer to verify the quality of Goods being provided under this purchase order at any production stage in the Seller's facility. Verification may consist of a physical assessment/surveillance of the Seller's facilities and quality programs and/or a source inspection. Deficiencies identified during such verification shall be positively corrected by the supplier in the most expeditious manner possible. The Seller shall provide all reasonable facilities and assistance for the safety and convenience of personnel engaged in such verification. Seller agrees to include into each subcontract seller might make hereunder appropriate provisions to the same effect.

  19. NON DISCRIMINATION PROVISION - The contractor, sub recipient or subcontractor shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract. Failure by the contractor to carry out these requirements is a material breach of this contract, which may result in the termination of this contract or such other remedy as the recipient deems appropriate.