TERMS & CONDITIONS

1. Offer. As used herein, the term “Seller” refers to Sabritec and the term “Buyer” refers to the purchaser or customer designated on the facing page of this Order.

2. Contract. Upon acceptance by Seller, the Order shall constitute a contract for the purchase and sale of the Goods upon the terms and conditions on the face and back hereof. Upon acceptance by Seller, both Buyer and Seller intend to be bound to the sale and purchase of the Goods regardless of whether specific terms of said sale and purchase may be left open or be subject to change.

3. Sales Tax. To the extent that the sales price does not include any federal, state, or local sales, use or other tax that may be levied or assessed upon the sale or purchase of the Goods, any such tax shall be paid by Buyer and, if Seller is charged with the collection or payment thereof, the amount of said tax shall be added to the sales price of the Goods and paid by Buyer.

4. Applicable Law. The offer contained herein and the contract created by acceptance hereof shall be governed and construed according to the laws of the State of California.

5. Payment. Payment in full is due thirty (30) days from date of invoice unless otherwise specified. After thirty (30) days from the date of invoice, any unpaid amount shall be subject to an additional charge of one and one-half percent (1.5%) per month until paid in full. Payment of the sales price as specified on the face hereof, including any and all taxes to be paid by Buyer, shall be made direct to Sabritec, 17550 Gillette Avenue, Irvine, California 92614.

6. Delay in Delivery Date; LIMITATIONS OF REMEDIES. Seller shall arrange for transportation of the Goods to Buyer as herein below provided in such a manner as is reasonably calculated to provide delivery of the Goods to Buyer on or about the delivery date. The delivery date shall automatically be extended hereunder for any period resulting from causes beyond Seller’s control or without Seller’s fault or negligence including strikes, accidents, fires, or acts of God, price and availability of material, and all other causes beyond Sabritec’s control. Delays in delivery shall not be a breach of this contract provided the Goods are delivered within a reasonable time after the delivery date as may be extended. IN ANY EVENT, SELLER SHALL NOT BE LIABLE FOR ANY DAMAGE, LOSS, COST, OR EXPENSE (INCLUDING, BUT NOT LIMITED TO, CONSEQUENTIAL OR INCIDENTAL DAMAGES) FOR DELAYS OR DEFAULTS IN DELIVERIES. BUYER’S SOLE AND EXCLUSIVE REMEDY FOR UNREASONABLE DELAY AS IN DELIVERY SHALL BE THE RIGHT TO CANCEL THE ORDER.

7. Shipment. Seller shall deliver the Goods to a carrier upon the terms set forth on the front side of this Agreement. The Goods will be shipped under a straight bill of lading naming Buyer as consignee to be sent to Buyer at the destination address. The Goods shall be packaged or containerized, and the terms of shipment shall be as Seller shall elect. The Goods shall be shipped F.O.B. Seller’s warehouse, it being specifically agreed that Buyer shall pay all costs of shipment including the cost of loading the Goods on the carrier, and that the risk of loss of the Goods shall pass to Buyer as soon as Seller has delivered the Goods to the carrier at Seller’s warehouse.

8. LIMITED WARRANTY: DISCLAIMER OF WARRANTIES: LIMITATIONS OF REMEMDIES. SELLER WARRANTS THAT AT THE TIME OF SHIPMENT, THE GOODS WERE FREE FROM SIGNIFICANT DEFECTS IN MATERIALS OR WORKMANSHIP. THIS WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESSED, IMPLIED, WRITTEN, OR ORAL, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS. SELLER SHALL NOT BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL LOSS, DAMAGE, COST, OR EXPENSE ARISING DIRECTLY OR INDIRECTLY FROM THE PURCHASE OR USE OF THE GOODS. RATHER, BUYER AND SELLER AGREE THAT THE SOLE AND EXCLUSIVE REMEDY OF BREACH OF ANY WARRANTY CONCERNING THE GOODS SHALL BE THE REPAIR OR REPLACEMENT OF DEFECTIVE PARTS OR, AT SELLER’S OPTION, REFUND OF THE PURCHASING PRICE. SELLER SHALL NOT BE LIABLE FOR INJURY TO PROPERTY OTHER THAN THE GOODS, THEMSELVES. NO REPRESENTATIVE OF SELLER MAY CHANGE ANY OF THE FOREGOING OR ASSUME ANY ADDITIONAL LIABILITY OR RESPONSIBILITY IN CONNECTION WITH THE GOODS.

9. Termination: LIMITATION OF REMEDIES. At any time before or after the delivery date, Seller may terminate the Order, or any part thereof, even though Buyer is not in default hereunder, by giving Buyer written notice of such termination; in such event, Seller shall be paid a reasonable amount for the Goods that have been shipped or delivered to Buyer prior to termination. IN THE EVENT OF TERMINATION OF THE ORDER BY SELLER OR ANY BREACH OF SELLER’S DUTY HEREUNDER, BUYER SHALL NOT BE ENTITLED TO ANY DAMAGES SPECIFICALLY INCLUDING, BUT NO LIMITED TO, DAMAGES MEASURED BY THE DIFFERENCE BETWEEN THE CONTRACT PRICE AND THE MARKET PRICE OF THE GOODS OF ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES.

10. Inspection and Return of Nonconforming Goods. Any inspection of the Goods by Buyer shall be made within three (3) days after their arrival at the location where the Goods are shipped to Buyer. For rejection of Goods under this Order to be effective, Seller must receive at 17550 Gillette Avenue, Irvine, California 92614 within ninety (90) days after inspection of the goods, written notice of the rejection, identifying the Goods rejected and this Order, and describing all defects of the Goods on which Buyer intends to rely. No Goods shall be returned without Seller’s express instructions. Returned Goods must have attached the stock number and shipping date of the Goods returned.

11. Indemnity With Respect to Propriety Rights of Others. If Seller is manufacturing products pursuant to detailed designs developed and furnished by Buyer, Buyer agrees to defend Seller against all claims and proceedings alleging infringement of any United States or foreign patent or copyright, or other proprietary matter covering the products delivered by Seller pursuant to this Purchase Order, and Buyer shall hold Seller harmless from any resulting liabilities and losses.

12. Tooling. Notwithstanding any charges allocable to tools, fixtures, or dyes, such tools, fixtures, and dyes manufactured by Seller shall remain the property of Seller and Buyer shall not be entitled to remove them from Seller’s possession. Seller agrees to maintain such tools, fixtures, and dyes in good condition for the manufacture of Buyer’s part. Seller will dispose of tools not used for a two (2) year period without notification to Buyer. Removal of tools or dyes by Buyer shall be subject to negotiation of a separate agreement between Buyer and Seller.

13. Waiver. No waiver of a breach of any provision of this contract shall constitute a waiver of any other breach, or of such provision.

14. Effect of Invalidity. The invalidity in whole or part of any provision of the Order shall not affect the validity of other provisions.

15. Attorney’s Fees. In the event either party hereto institutes any legal proceedings against the other part hereto to enforce the provisions hereof, the prevailing party in any such proceeding shall be entitled to recover, in addition to its costs, its reasonable attorney’s fees.

16. Entire Agreement. This Agreement constitutes the entire contract and exclusively determines the rights and obligations of the parties hereto, any prior course of dealing, custom, or usage of trade or course of performance notwithstanding.

Code of Conduct Clause – Sabritec is committed to conducting its business ethically and lawfully. To that end Sabritec, through its ultimate parent company, Smiths Group plc, maintains a Code of Corporate Responsibility and Business Ethics and mechanisms for reporting unethical or unlawful conduct. Smiths expects that Suppliers also will conduct their business ethically and lawfully. If a Supplier has cause to believe that Smiths or any employee or agent of Smiths has behaved unethically or unlawfully under, or in connection with, this agreement or contract, Supplier is encouraged to report such behavior to Smiths or to Smiths Group plc. Smiths Group plc’s Code of Corporate Responsibility and Business Ethics and mechanisms for making such reports are available on www.smiths-group.com.

TRADE COMPLIANCE OBLIGATIONS

1.1 Customer hereby acknowledges and agrees that the Products and/or Confidential Information, may be subject to applicable export control and trade sanction laws, regulations, rules and licenses, including without limit Council Regulation (EC) No. 1334/2000, the U.K. Export Control Act 2002, the U.S. Export Administration Regulations, the U.S. International Traffic in Arms Regulations, any legislation replacing the foregoing and any orders issued under the foregoing ("Export Control and Trade Sanctions Rules").
1.2 Customer shall comply with the Export Control and Trade Sanctions Rules and agrees that it alone is responsible for ensuring its compliance with Export Control and Trade Sanctions Rules. In particular, but without limit, Customer will not, and will procure that none of its Affiliates will, use, sell, resell, export, re-export, transfer, divert, distribute, dispose of, disclose or otherwise deal with the Products and/or Confidential Information, directly or indirectly, to any country, destination or person without first obtaining any required export licence or other governmental approval and completing such formalities as may be required by Export Control and Trade Sanctions Rules. Where, under the Export Control and Trade Sanctions Rules, Supplier is required by any governmental authority to impose obligations on Customer, Customer shall comply with such obligations.
1.3 Notwithstanding the generality of Clause [1.2] immediately above, unless agreed expressly in writing in advance by the Supplier, it is a condition of supply of Product and/or Confidential Information by the Supplier that the Product and/or Confidential Information is not:

(i) directly or indirectly used in production, handling, operation, maintenance, storage, detection, identification or dissemination of chemical, biological or nuclear weapons or other nuclear explosive devices, or the development, production maintenance or storage of missiles capable of delivering such weapons; and

(ii) supplied to any person who intends to use them for a military purpose, including but not limited to development, production or use of any materials for the conduct of war, military or paramilitary operations.

1.4 Supplier shall use reasonable efforts to obtain all necessary authorizations and licenses as may be required by it under Export Control and Trade Sanctions Rules for the export of the Products and/or Confidential Information to Customer. Notwithstanding the foregoing, Customer expressly acknowledges that Supplier's obligation to furnish Products and/or Confidential Information hereunder is subject to the ability of Supplier to supply such items consistent with Export Control and Trade Sanctions Rules. Supplier reserves the right to refuse to enter into or to perform any order, and to cancel any order placed under this Agreement if Supplier in its sole discretion determines that the entry into such order or the performance of the transaction to which such order relates would violate any Export Control and Trade Sanctions Rules to which it is subject. Supplier shall be excused from performance, and not be liable for damages or costs of any kind, including but not limited to penalties, for late delivery, for failure to deliver or delay in delivering the Products and/or Confidential Information resulting from an authority's denial, withdrawal or delay in granting such authorizations or licenses.
1.5 Customer shall use reasonable efforts to obtain and provide to Supplier in a timely manner end-user, end-use and other documentation, certifications and information as may be requested by Supplier in support of Supplier's applications to the appropriate authorities in connection with the export and/or sale of the Products and/or Confidential Information to Customer. If Supplier has reason to believe that Customer has misrepresented or failed properly to disclose any material fact, including without limitation the intended end-use/end-user or destination of the Products, Supplier may terminate this Agreement immediately in writing and discontinue all performance hereunder with no further obligation to the Customer.
1.6 If requested by Customer, Supplier will provide reasonable assistance to Customer in relation to applications for any relevant export approval, but Supplier assumes no responsibility or liability for Customer's failure or inability to obtain any required relevant export approval.
1.7 Customer shall not do anything which would cause Supplier to be in breach of the Export Control and Trade Sanctions Rules and shall protect, indemnify and hold harmless Supplier from any fines, damages, costs, losses, liabilities, fees and penalties incurred by Supplier as a result of the errors, mistakes, failures or omissions of Customer to comply with this Clause [1].
1.8 In its contracts with any third party pertaining to the Products, Confidential Information and/or any products derived there from, Customer agrees to impose on such third party the same obligations and requirements imposed on it by Supplier in this Clause [1].
1.9 Failure by Customer to comply with any part of this Clause [1] shall constitute a material breach of this Agreement. Customer's obligations under this Clause [1] shall survive termination of this Agreement for any reason whatsoever.