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Purchase Order Terms and Conditions

1. ACKNOWLEDGEMENT.

Acknowledge report of this order and date of shipment promptly.

2. DELAY NOTICE.

Notice of shortage or delay in delivery must be given promptly.

DELAY.

Buyer may cancel this order if material is not shipped within specified time or if the quantity or quality of the articles are not as specified herein, but Seller shall not be liable and this order will not be cancelled for delays in delivery or in performance due to causes beyond Seller’s reasonable control and without his fault or negligence.

4. PACKING LIST.

Packing list must accompany each case or parcel showing a complete description of contents.

5. CRATING.

All prices named include all expenses necessary for packaging or crating to ensure satisfactory delivery at destination.

6. INSPECTION.

Goods subject to our inspection and rejection at destination notwithstanding prior payment.

7. MATERIAL WARRANTY.

Seller warrants the articles delivered hereunder to be free from defects in labor material or fabrication. The warranty shall run to Buyer, its Successors, assign and customers, and to the users of its products. All warranties herein shall be construed as conditions as well as warranties and the representations and conditions here contained shall not be deemed to be exclusive.

8. LABOR WARRANTY.

Seller represents and warrants that all of the goods herein specified will be manufactured in accordance with all applicable provisions of the Welsh-Healey Act, the Fair Labor Standards Act, and the Eight Hour Law, as amended from time to time. Seller, in performing the work required by this order, shall not discriminate against any worker because of race, creed, color or national origin. The Equal Employment Opportunity clause in Section 301 of Executive Order 10925, as amended, relative to equal employment opportunity and the implementing rules and regulations of the President’s Committee on Equal Employment Opportunity are incorporated herein by specific reference.

9. PATENT PROTECTION.

Seller agrees to indemnify and hold harmless Buyer, its successors, assigns, and customers, and the users of its products, against all loss, damage, liability, claims, demands, and suits at law or equity, for actual of alleged infringements of any United States patent, patent, trade-mark, or corresponding right by the materials or articles called for hereunder.

10. TOOLS, DRAWINGS, ETC.

Seller agrees that without Buyer’s written consent, it will not use any designs, tools patterns, drawings, information, or equipment furnished by Buyer in manufacture or design of articles or materials for any other purchaser, or for manufacture of larger quantities than here in specified. Upon termination of this order said items shall be returned to Buyer. Together with all spoiled and surplus materials furnished by Buyer, all tools and fixtures made for this order shall become the property of the Buyer unless Buyer otherwise directs, and may be recalled after completion of initial order. Buyer assumes no responsibility for tools and fixture, which it furnishes. All work must be in strict accordance with drawings furnished by Buyer if any.

11. CONFIDENTIAL

Seller agrees to be responsible in matters within its control for the safeguarding of all secret, confidential, or restricted matters disclosed or developed in connection with the work hereunder and to require a similar agreement of all its sub-contractors or agents to whom any work or duty relating to this order may be allotted.

12. INSPECTION OF PLANT AND BOOKS.

If order is designated as being under a contract with The United States Government or any branch or division thereof seller agrees that its manufacturing plant and its books shall at all times be subject to inspection and audit by any person designated by the head of any executive department of the government and seller further agrees to incorporate in all Subcontracts an agreement similar to the foregoing.

13. RESPONSIBILITY.

Seller agrees to be responsible for all materials and equipment while said materials and equipment are in Seller’s possession custody, or control, and Seller further agrees during all of such time to keep said materials and equipment insured against loss by fire and all permits included in the standard extended coverage endorsement, Said materials and equipment shall be deemed to be in Seller’s exclusive possession, custody, or control from delivery thereof by Buyer to Seller until re-delivery thereof by Seller to Buyer.

14. CANCELLATION.

If the end use of items covered by the Purchase Order is for fulfillment of a government prime contract then this Purchase Order may be cancelled on substantially the same terms as the prime contract. If the end use of the items is not for fulfillment of such prime contract, then the Buyer may nevertheless less cancel the Purchase Order even though Seller is not default, by paying to Seller all applicable costs as calculated by recognized commercial accounting including all direct and indirect manufacturing, selling, distributing, administrative and miscellaneous overhead expenses of the Seller applicable to this order, plus a reasonable profit on such work to date of cancellation, plus cost of any services necessary after cancellation date, Seller to notify Buyer within 30 days after date of cancellation, the amount of such cancellation charges and of applicable post-cancellation charges if any.

15. DELIVERIES

made more than 10 days prior to date specified will be accepted only as received on the date specified and all terms will apply from that date.

16. CASH DISCOUNT PERIOD

will be computed either from the date of delivery and acceptance of goods ordered on the date of receipt of correct and proper invoices, prepared in accordance with the terms of buyer’s order, whichever date is later.

17.

In the event any dispute arising out of this agreement, the matter of such dispute shall be referred to arbitration prescribed and set forth in the cost of Civil Procedure of California, and the decision of such arbitration will be conclusive.

18.

Seller agrees not to make any change in materials or design detail which would affect the part or any component part thereof with regard to (A) part number identification, (B) physical or functional interchangeability, and (C) repair and overhaul procedures and processes and material changes which affect these procedures without prior written approval of Buyer and without revising the part numbers and the originals of all drawings or data.

19.

Seller agrees that representatives of Electrocube, Inc., Electrocube customers, and regulatory authorities has the right of entry to inspect and evaluate seller’s facilities, records, system, data, equipment, personnel and completed articles manufactured for assembly on Electrocube production parts.

20.

Seller agrees to flow down Electrocube, Inc., Electrocube customers, and regulatory authorities’ requirements to their suppliers and sub-tier suppliers in the purchasing documents, including Key Characteristics where applicable.

21.

Brominated Flame Retardants. The products, components or materials supplied shall be in compliance with European Union (EU) Directive 2003/11/EC as Amendment 24 of EU Directive 76/769/EEC (relating to restrictions on the marketing and use of certain dangerous substances and preparations), in regard to restricted content of flame retardant chemicals pentabromodiphenyl ether and octabromodiphenyl ether.

22. RoHS, Brominated Flame Retardants and Heavy Metals.

The products, components or materials supplied shall be in compliance with the restrictions / allowances of the (current revision of) European Union (EU) Reduction of Hazardous Substances (RoHS) 2.0 / Recast Directive 2011/65/EU (prior Directive 2002/95/EC per Article 26), and applicable EU Decisions / Amendments, in regard to content of flame retardant chemicals Polybrominated Biphenyl (PBB) and Polybrominated Diphenyl Ether (PBDE), and heavy metals Cadmium (Cd), Hexavalent Chromium (Cr+6), Mercury (Hg) and Lead (Pb), with the exception of the intentional content of materials and components specifically ordered, noted by procurement documentation, and provided as such.

23. Supplier Inspection Delegation (SID):

All processing such as electroplating, anodizing, heat treating, welding, etc. shall be accomplished by (NADCAP) reference Electrocube quality document MP 06.01, and approved by Electrocube Quality; the approval is reflected in the applicable Approved Supplier List. Each shipment to Electrocube must be accompanied with certification demonstrating compliance with all applicable specification as defined by the Electrocube supplied drawing and/or purchase order.

24. REACH Substances of Very High Concern (SVHCs).

Suppliers shall disclose content of Substances of Very High Concern (SVHCs) and provide associated safe-use information, for articles, preparations, and substances provided Electrocube, in accordance with requirements of the European Union (EU) European Community Regulation 1907/2006; on the Registration, Evaluation, Authorization and Restriction of Chemical substances (REACH). Additional information regarding REACH may be obtained from the European Chemical Agency (ECHA), at the following URL http://echa.europa.eu/. Suppliers
shall disclose content of SVHCs when the substance is listed as an SVHC and present in the product in amounts exceeding 0.1% by weight. When product supplied contains listed SVHCs, the Supplier shall indicate the specific substance, the actual content
(%w/w), and provide safe-use information for that substance, preparation or article, by way of MSDS sheets or equivalent documentation. The list of SVHCs shall be periodically revised by ECHA, and Suppliers shall provide product content & safe-use information based upon continually current REACH requirements and SVHC Listing.

25. Export Compliance.

Supplier understands its responsibility concerning export compliance and that verification of citizenship of persons is a critical element of compliance. Supplier will maintain processes to determine and verify the citizenship status of its employees and its subcontractors’ employees.

26. Conflict Minerals - Disclosure of Use Under Dodd-Frank Act.

Suppliers shall provide full disclosure regarding content of Conflict Minerals / Metals per Section 1502 of the Dodd-Frank Act, amending Section 13 of the Securities and Exchange Act of 1934, signed into law in July 2010, adopted by the Securities and Exchange Commission in August 2012, and effective January 1, 2013. The following shall be considered to be “Conflict Minerals / Metals” when sourced from mines within the Eastern “Conflict Region” of the Democratic Republic of the Congo (DRC) or an adjoining country, and / or illegally taxed on trade routes, either of which is controlled by non-government military groups or unlawful military factions: gold (Au), cassiterite / tin (Sn), columbite-tantalite (coltan) / tantalum (Ta) and wolframite / tungsten (W). When supplier investigation has determined that applicable mineral content is not present, or that any applicable mineral content did not originate in the covered countries or is from scrap or recycled sources, and/or the supplier has no reason to believe that any applicable mineral content may have originated in the covered countries or may not be from scrap or recycled sources, the supplier shall provide certification / declaration that to the present and best of their knowledge, and based upon information available to them from their suppliers, the materials, components and processes provided to Electrocube, Inc. are “DRC Conflict Free” or “Conflict Minerals / Metals Free”. When the supplier has determined or has reason to believe that applicable mineral content may have originated in the covered countries, or may not be from scrap or recycled sources, the mineral content shall be considered to be “Conflict Minerals / Not DRC Conflict Free”, and the supplier shall provide to Electrocube Inc. disclosure of specific Conflict Minerals / Metals content (%w/w), the comprehensive supply chain of facilities (source and chain of custody) used to produce, transport and distribute that mineral content and product, and attest to / describe the criticality / necessity of that mineral content within or for the manufacture of that company’s product. Suppliers shall certify or provide comprehensive disclosure per continually current requirements of the regulation. Use of content disclosure / reporting formats promoted by the Electronic Industry Citizenship Coalition (EICC) www.eicc.info, or the Global e-Sustainability Initiative (GESI) www.gesi.org, such as the EICC- GeSI Conflict Minerals Reporting Template (current revision) may be appropriate. Use of alternative forms of content certification is acceptable. Additional information regarding this Conflict Minerals Legislation may be obtained at http://www.sec.gov/news/press/2012/2012-163.htm or from alternative sources.

27.

These Terms and Conditions include the following Quality Clauses as applicable. These Terms and Conditions are effective September 16, 2014. 

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