Ericson Mfg Purchase Order Terms and Conditions                                                                      As of 1 May 2008

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THE ERICSON MANUFACTURING CO.

TERMS AND CONDITIONS

I. ACKNOWLEDGEMENT This order shall not become binding until the accompanying acknowledgement has been signed and returned to Purchaser, provided, however, that delivery by Seller and acceptance by Purchaser of any item specified in this order shall constitute acceptance by the Seller of the terms and conditions of this order. Any term or condition proposed by Seller inconsistent with or in addition to the terms and conditions contained herein shall not be binding on Purchaser, unless expressly accepted in writing by the Purchaser. Seller shall not assign this purchase order or any interest therein, including any payment due or to become due with respect thereto, without Purchaser's prior written consent.

2. CANCELLATION Purchaser reserves the right to cancel this order if not shipped as specified. Either party shall have the right to cancel this order in the event that the^. Other party becomes bankrupt or insolvent or makes an assignment for benefit of creditors. At its option Purchaser may terminate all or part of the work under this purchase order in such case Purchaser shall have no liability with respect to materials or components procured, or work done or supplies partially fabricated, in excess of authority contained in this order or in any shipment release and commitment authorization and/or shipment authorization, issued to Seller pursuant hereto. In no event shall Purchaser be liable for prospective or anticipated profits by reason of such termination.

3. PACKAGING Seller shall pack, mark and ship all materials in accordance with the requirements of common carriers so as to secure lowest transportation costs and no additional charges shall be made to Purchaser, shall have the right at anytime to specify and/or method of transportation used to convey any part or all of the materials covered herein, upon proper adjustment being made to cover any difference in transportation cost from the transportation cost agreed upon herein, No charges shall be made for packing, boxing, drayage or storage, unless authorized by Purchaser in writing Seller shall properly mark each package. Purchaser's order number, address, and where multiple packages compromise a single shipment, shall consecutively number each package. Purchaser order number and package numbers shall be shown on packing slips, bills of lading and invoice.

4. DELIVERY Delivery shall be made in quantities and at times specified in this order or in supplementary schedules furnished by Purchaser. Purchaser reserves the right to change delivery schedules and temporarily to suspend schedule shipments. If materials are shipped or received in advance of schedule, Purchaser may return such materials to Seller at Seller's risk and expense, Seller shall no be liable for delays or defaults in deliveries due to causes beyond its control and without its fault or negligence. If at any time Seller has reason to believe that deliveries will not be made as scheduled, Seller shall immediately give written notice setting forth the cause of the anticipated delay.

5. WARRANTIES Seller expressly warrants that all materials and work covered by this order shall (I) be of good quality and workmanship and free from defects, latent or patent; (II) shall conform to the drawings, specification, descriptions and samples furnished or specified by Purchaser; and (Ill) In the case of a product of the Seller or produced in accordance with the Seller ^'s specifications, it shall be suitable and sufficient for the intended purposes. Without Purchaser's written consent, no materials may be substituted in lieu of those specified.

6. PATENTS Unless the goods ordered are of The Ericson Manufacturing Co, design, by accepting this order, Seller guarantees that the articles materials or goods described herein, and the sale or use of them, will not infringe or contribute to the infringement of any United States or foreign Letters Patent or copyright, either in the U.S.A. or foreign countries, and Seller agrees that it will, at its own expense, defend, protect and save harmless Purchaser, its successors, assigns, customers and users of its products, against all suits at law or in equity and from damages, claims and demands, for actual or alleged infringement of any patent or copyright; provided that t h e Seller is promptly notified at such suit and all papers therein are delivered to Seller.

7. TAXES Purchaser will not pay Seller any state or local taxes, use or similar taxes unless separately stated and itemized hereon, or any federal excise tax unless included in the prices stated herein, and the Seller agrees that except as otherwise provided herein all such taxes which at the date hereof Seller is required by law to collect from Purchaser are so included and separately stated and itemized, and agrees that the prices stated herein do not and the amounts hereunder will not include any tax with respect to which exemption is available or is indicated by Purchaser hereon or otherwise, or any federal excise tax with respect to which purchaser has furnished Seller an exemption certificate. The seller agrees to pay any and all personal property and/or taxes assessed or otherwise levied against any property placed in the hands of the Seller by the purchaser for the purpose of fulfilling this order.

8. TOOLS & EQUIPMENT Unless otherwise agreed in writing, all tools, dies, jigs, fixtures, patterns, or other equipment or designs used in manufacturing the articles or materials ordered hereunder shall be furnished by and at the expense of the Seller. All such property furnished to the Seller by the Purchaser, or specifically paid for by the Purchaser, and any replacement thereof, shall be and remain the personal property of the Purchaser. The Seller agrees to maintain such property in good condition and repair during the entire period of possession by the Seller. Such property shall be plainly identified by the Seller as property of the Buyer and shall be safely stored and kept apart from the property of the Seller or others. Seller shall not substitute any property for Purchaser's property and shall not use said property except in filling Purchaser's purchase orders. Such property while in the Seller's custody and control shall be held at Seller's risk, and shall be kept insured by Seller at Seller's expense in an amount equal to the replacement cost with loss payable to the Purchaser and shall be subject to removal at Purchaser's written request, in which event Seller shall properly prepare such property for shipment and shall deliver same to Purchaser F.O.B. cars or trucks at Seller's plant in the same condition as originally received by Seller, reasonable wear and tear expected.

9. ARTWORK All artwork negatives positives and plates used in the preparation of this order are the exclusive property of The Ericson Manufacturing Co. and are on loan to the seller for the sole purpose of production.

10. DESIGN RIGHTS Where goods are made to drawings furnished by Purchaser unless such drawings are entirely standard items made and/or furnished by the Seller to the trade, the design shall be considered as Purchaser's and Seller is not to furnish to anyone else the same goods or parts thereof without Purchasers written permission.

11. CHANGES IN DRAWING, SPECIFICATIONS Purchaser shall have the right at any time to make changes in the drawing and specifications relating to this order. If any such change causes a variation of the cost of furnishing the goods covered hereby, the price of such goods shall be varied in the same ratio. If any such change causes an increase or decrease in the time required for performance an equitable adjustment shall be made and the order modified in writing accordingly. This order is subject to modification by the Purchaser in the event of fire, accidents, strikes, Government acts, or other conditions beyond the Purchaser's control.

12. INDEMNITY AND LIABILITY FOR INJURY (a) If Seller is required by the terms of this purchase order to perform any work on Purchaser's premises, Seller agrees that it shall have absolute and sole responsibility for damages or injuries to persons or property, including employees and property of Purchaser, caused directly or indirectly by Seller, its agents, or employees, and that Seller shall hold harmless and indemnify Purchaser from and against any liability for such damages or injuries. (b) Before commencing such work, Seller shall furnish Purchaser with a certificate of insurance, showing that Seller carries adequate public liability and property damage insurance and Workmen's Compensation Insurance or evidence of authority to self-insure). (c) Seller shall defend, indemnify and save Purchaser harmless from and against all suits, Claims (including Workmen's Compensation claims), demands, damages and cost in connection with accidents resulting from, the service performed hereunder. (d) No person employed by Seller, or Seller's contractors and vendors, in connection with the furnishing of the items and services ordered hereunder shall be held or construed to be Purchaser’s employees under the provisions of any local, state, or Federal Workmen’s Compensation or Unemployment Compensation Act or other law, regulation, ruling or order, and Seller shall save Purchaser harmless against all taxes, contributions or assessments imposed by such act, law, regulation, ruling or order upon the "employer" with respect to the persons employed by Seller, or Seller ^'s subcontractors and vendors, in the manufacture or furnishing of such items and services.

13. COMPLIANCE WITH LAWS In the performance of the work hereunder the Seller warrants that the Seller shall comply at all times and all applicable state, federal and local laws, rules and regulations that may be applicable to this order. Seller agrees to comply with the currently effective price control and priorities laws and regulations, if any. By acceptance of this order and by furnishing of goods hereunder, Seller represents and warrants that all the goods herein specified will be and have been produced in compliance with the requirements of the Fair Labor Standards Act of 1938 as amended.

14. PRICE If price is not shown on this order, the Seller agrees to sell at no higher price than that at which the item or items were last sold or at the lowest prevailing market price, whichever is lower unless Purchaser has been notified and has agreed in writing to a different price. If at any time during the pendency of this order, lower net prices are quoted anyone for similar items, such lower net prices shall be substituted for the price contained herein from the time of the lower price quotation.

15. OVERSHIPMENTS Materials shipped on this must not be in excess of quantity ordered, except in accordance with trade custom and usage. Over-shipments may be returned at Seller’s expense.

16. WAIVERS Any waiver of strict compliance with the terms of this Order shall not be a waiver of Purchasers right to insist upon strict compliance with the terms of the Order thereafter.

17. EEO STATEMENT Seller agrees, in connection with the production of the articles and/or the performance of the services specified herein, to comply with the requirement of Section 202 of Executive Order 11246 as amended relative to Equal Employment Opportunity, the Rules and Regulations of The Office of Federal Contract Compliance.