These Purchase Order Terms and Conditions (“Purchase Order Terms”) form part of the purchase order for the goods or services described therein that Gincor (“Buyer”) has issued to the vendor, supplier or seller named on the face page of the purchase order (“Seller”) and except as otherwise provided for herein, supercedes any prior offers, quotations, proposals, negotiations, agreements and understandings, whether oral or written, concerning the subject matter of the purchase order. Any terms and conditions contained in Seller’s acknowledgments, invoices or any other Seller document that are different from or additional to the terms and conditions hereof are objected to by Buyer, will not be binding upon Buyer and will not constitute a part of the agreement of sale and purchase of the goods or services identified in the purchase order. Any reference to Seller’s offer, quotation or proposal is solely for the purpose of incorporating the description and specifications of the goods and services contained therein to the extent that such description and specifications do not conflict with the description and specifications on the face page of this purchase order; any terms and conditions of sale set forth in Seller’s offer, quotation or proposal do not apply. No modification of these Purchase Order Terms will be valid upon Buyer unless approved by Buyer in writing. As used herein, the term “goods” includes goods Seller may deliver to Buyer in connection with the performance of services. Please read these terms and conditions carefully. They materially affect the parties’ obligations.

ACCEPTANCE

Seller’s acknowledgement, acceptance of payment, shipment of goods, commencement of performance of services, or any conduct by Seller which recognizes the existence of a contract between the parties pertaining to the subject matter hereof shall constitute Seller’s unqualified acceptance of this purchase order and these Purchase Order Terms without any modifications, additions or alterations.

TIMELY PERFORMANCE

Seller’s timely performance is a critical element of this purchase order. Seller will immediately notify Buyer of any circumstances that may cause a delay in the delivery of the goods, or the performance of the services, stating the estimated period of delay, the reasons for the delay and the actions being taken to overcome or minimize the delay. This notification shall not change any delivery schedule nor shall it relieve Seller of its obligations to comply with the scheduling requirements of the purchase order. If requested by Buyer, Seller shall ship via air or other expedited routing to avoid or minimize the delay to the greatest extent possible. Unless Seller is excused from prompt performance as provided for in the “Excusable Delay” provision of these Purchase Order Terms, the added premium transportation costs are to be borne by Seller, all at no change in the purchase price for the goods or services and without prejudice to any of Buyer’s other rights or remedies, including, without limitation, the cancellation of this purchase order.

DELIVERY

Delivery of goods is to be made both in quantities and at the times specified in the purchase order. Services shall be performed at the times and places specified in the purchase order. Buyer shall not be liable for Seller’s commitments or production arrangements in excess of the amount, or in advance of the time, necessary to meet Buyer’s delivery schedule. Goods delivered in advance of schedule may, at Buyer’s option:

1. be returned at Seller’s expense for proper delivery,
2. have payment therefor delayed by Buyer until the date the goods would have been paid for had they been delivered on the date specified for delivery, or
3. be placed in storage at Seller’s expense until the date that the goods are actually scheduled for delivery.

INSPECTION AND TESTING

All goods and services covered by this purchase order shall be subject to inspection and testing, to the extent practicable, at all times and places with respect to progress, materials and workmanship, but neither inspection nor non-inspection by Buyer shall relieve Seller of its obligations of performance hereunder. If, at the time of inspection or testing, the goods or services ordered herein do not meet the specifications or otherwise do not conform to the requirements of this purchase order, Buyer shall have the right to reject such goods or services. Goods that have been delivered and rejected may be returned to Seller for replacement, correction, reimbursement, or credit, as Buyer may direct, at Seller’s risk and expense. If services are rejected, Seller shall, within two (2) days, provide a corrective action plan to remedy the non-conformance(s).

TITLE & RISK OF LOSS

Title to, and risk of loss or damage to the goods, shall not pass to Buyer until Buyer actually receives and takes possession of the goods at the delivery destination specified on the face page of the Purchase Order . Seller shall bear the risk of loss or damage to services in progress, completed services or any deliverables to be provided in connection with the services until such time that the services and related deliverables are accepted by Buyer. Seller shall bear the risk of loss or damage to its own equipment, tools, supplies and property used in fulfilling the Purchase Order, regardless of the cause of loss or damage.

PACKING AND SHIPMENT

1. All shipments must be packed or crated to protect the goods from damage or deterioration during transit, and in accordance with industry standards and any special conditions otherwise stated herein.
2. A complete packing list shall be enclosed with all shipments indicating the purchase order number and fully describing all shipped goods, including the item number, dates of shipment, the gross or net weight and the names and addresses of consignor and consignee,
3. Export symbols, serial numbers, weights, shipping information, measurements and other necessary identifications shall be clearly marked on each shipment by Seller prior to transit. Seller shall mark containers or packages with necessary lifting and loading instructions.
4. Unless otherwise specified, delivery shall be DDP Buyer’s place of business or such other destination as Buyer may designate on the face page of the purchase order, off loaded, freight prepaid and allowed.
5. No extra charges for packing or shipping shall be allowed, unless agreed to and specified on the face page.

PRICES AND TERMS OF PAYMENT

1. The price to be paid by Buyer for the goods or services shall be as set out in the Purchase Order.
2. Unless otherwise provided, terms of payment shall be net thirty (30) days from the latest of the following:
   1. Buyer’s receipt of the Seller’s proper invoice,
   2. scheduled delivery date of the goods,
   3. actual delivery of the goods, or
   4. completion of the services.
3. Each payment shall be subject to reduction to the extent of amounts which are not properly payable, or which represent overpayments to Seller. Seller shall promptly notify Buyer of any overpayments it becomes aware of.
4. Without limiting Buyer’s other rights and remedies, Buyer shall have a right to recoup or setoff, as the case may be, against payments due to Seller under this purchase order, any money due or claimed to be due from Seller to Buyer whether under or in connection with this purchase order or any other purchase order or agreement between the parties.
5. Payment shall be deemed to have been made as of the date of mailing Buyer’s payment or as of the date of electronic funds transfer.
6. Payment for goods or services shall not constitute acceptance or diminish Seller’s warranties.

COMPLIANCE

1. Goods and services shall be in compliance with all drawings, descriptions and specifications. Characteristics of the goods not detailed shall be in compliance with samples of typical parts which have been approved by Buyer. No technical modification or any process, design or formulation change, however minor, shall be made without the prior written consent of Buyer. All changes that affect the form, fit or function of the goods shall require prior written approval of Buyer.
2. Seller shall, in the performance of its obligations under this purchase order, fully comply, at its own expense, with any and all applicable federal, state, provincial and local laws, statutes, rules, regulations, codes, ordinances, orders, and standards in force in the country or countries of manufacture and sale (collectively, “Laws”). Seller shall defend, indemnify and hold Buyer and its directors, officers, employees and agents (collectively, the “Buyer Indemnified Parties”) harmless from and against any and all claims, demands, suits, actions, proceedings, liabilities, obligations, losses, damages, fines, penalties, costs or expenses, including reasonable legal fees (collectively, “Losses”) suffered or incurred by any Buyer Indemnified Party as a result of or arising out of any failure of Seller to comply with the Laws.
3. All goods will be certified by Seller as being originating goods under the NAFTA (“NAFTA Certified”) and Seller hereby represents and warrants that all goods delivered to Buyer will be NAFTA Certified. A valid certificate of origin for the goods confirming that the goods are NAFTA Certified will be provided by Seller to Buyer either on a blanket basis, or with each shipment. All back-up documentation supporting Seller’s claim of NAFTA Certification will be provided to Buyer upon request. Seller shall defend, indemnify, and hold the Buyer Indemnified Parties and each one of them harmless from and against any and all customs duties, fees, or other Losses which arise as a result of an invalid or inaccurate certificate of origin or as a result of Seller supplying Buyer with non-originating goods.

WARRANTIES

1. Seller warrants, for a period of twelve (12) months from the date of delivery, that the goods shall:
   1. consist of new materials, not used or reconditioned, remanufactured, or of such age as to impair their usefulness or safety,
   2. be free from defects in materials and workmanship, and
   3. perform in accordance with the specifications stated in the purchase order or Seller’s published documentation for the goods.
2. In the event the goods fail to conform to the warranties set forth in this Section 9, Seller shall, at its sole cost and expense and within ten (10) days following its receipt of notice describing such nonconformity(s) in reasonable detail, either repair or replace such goods to cure the nonconformity(s). If Seller fails to cure such nonconformity within such ten (10) day period, Buyer may either
   1. return the goods to Seller at Seller’s expense and risk of loss and receive a full refund of all amounts paid for the goods, or
   2. retain the goods and pursue its remedies to recover damages.
3. Seller warrants that at the time of delivery it has good and indefeasible title to all goods furnished under these Purchase Order Terms and that such goods will be free and clear of all liens, mortgages, hypothecs, claims, security interests, and other encumbrances. Seller shall defend, indemnify, and hold the Buyer Indemnified Parties and each one of them harmless from and against any and all adverse title claims to the goods.
4. Seller warrants that all services shall be performed in a good and workmanlike manner consistent with industry standards and to any standard stated in the purchase order, by persons properly skilled, trained, qualified, and where applicable, licensed or certified to perform the services. Seller shall reperform, without delay and at its own expense, any portion of the services that does not meet this warranty and that is discovered to be non- conformant within twelve (12) months after acceptance of the services.
5. With respect to goods or services which are repaired, reperformed or replaced, Seller’s warranty for such goods or services shall be extended beyond its normal expiration date by a period of twelve (12) months.
6. If any goods furnished hereunder contains manufacturers’ warranties provided by others, Seller hereby assigns such warranties to Buyer.
7. All warranties shall survive inspection, acceptance and payment.
8. The warranties set forth in this Section 9 shall not be deemed to limit any warranties of additional scope given to Buyer by Seller, nor to limit Buyer’s rights or Seller’s obligations under any other provision of this purchase order, at law or in equity. No warranties are waived by Buyer by reason of supplying drawings, plans, specifications, samples, reports, data or other documents and information in connection with this purchase order (collectively, “Buyer’s Information”) or on account of its inspection or acceptance of the goods or services.

DRAWINGS AND SPECIFICATION REVIEW

Seller shall be responsible for any discrepancies, errors or omissions in any drawings, plans, specifications, reports or other documents prepared by it, without regard to whether such documents have been reviewed or approved by Buyer. No such approval, review, or lack of review shall be deemed an approval or acceptance by Buyer of any portion of the goods or services and shall not create any liability on the part of Buyer. If, in connection with this purchase order, Buyer’s employees review drawings, plans, specifications, samples, reports, data or other documents and information developed by Seller in connection with this purchase order (collectively, “Seller’s Information”) and make suggestions or comments or give technical advice with respect thereto, or approve them, such actions shall only constitute an expression of opinion by Buyer, shall not constitute a change order and shall not serve to relieve Seller of its responsibilities under this purchase order. Seller alone is responsible for the design and/or manufacture of all goods and the method of performing the services, regardless of any assistance provided by Buyer or the approval by Buyer of any samples. Buyer’s approval, either with or without comments or modification(s) of any of Seller’s Information shall not relieve Seller of any responsibility or liability imposed upon it by any provision of this purchase order.

CONFIDENTIALITY

Goods or services purchased hereunder using Buyer’s Information shall not be quoted for sale to others without Buyer’s written authorization. All Buyer’s Information furnished in connection with this purchase order, that is not otherwise publicly available or previously known to Seller, shall be kept and treated by Seller as confidential information, shall remain Buyer’s property, shall be disseminated to those within Seller’s organization on a “need to know” basis only, shall not be disclosed to any third party (except to the extent required by law and to enable performance of this purchase order), shall be returned to Buyer immediately upon request, shall be used only for the purpose provided, and shall not be used to compete with or harm Buyer. Any permitted disclosure to third parties shall be underwritten confidentiality restrictions which are substantially equivalent to the obligations of confidentiality set forth in this provision. Seller acknowledges that Buyer shall be entitled to equitable and injunctive relief, without the requirement to post a bond, in order to enforce this provision. In the event the parties have signed a separate non-disclosure or confidentiality agreement, the terms of such agreement shall take precedence over this provision. The obligations of this provision shall survive the completion, cancellation, or termination of this purchase order.

INDEPENDENT CONTRACTOR

Seller is and shall remain at all times an independent contractor in all of its operations and activities hereunder and nothing contained herein shall be construed as creating any agency, partnership or other form of joint enterprise between the parties. The employees used by Seller to perform its obligation under this purchase order shall be Seller’s employees exclusively without any relation whatsoever to Buyer. Seller shall not have the right or authority to bind Buyer in any manner or thing. Seller shall be solely responsible for the training and supervision of its employees.

SAFETY

1. To the extent that Seller’s agents, employees or subcontractors enter upon premises occupied by or under the ownership, possession or control of Buyer, or any of Buyer’s customers or suppliers, in the course of the performance of this purchase order, Seller shall take all necessary precautions to protect people, property and the environment.
2. Seller shall ensure that all services are conducted in accordance with applicable environmental, health and safety (“EHS”) Laws.
3. Seller shall ensure that all services are performed in accordance with Buyer’s EHS program and that its employees, agents, and subcontractors have received any applicable training required by said EHS program prior to starting work for Buyer. In addition, at any time as required by Buyer, Seller shall provide information relating to its EHS program.
4. Seller shall certify and, at any time as required by Buyer, shall provide proof satisfactory to Buyer that its employees, agents and subcontractors have received training in all applicable EHS Laws, Seller’s EHS program and Buyer’s EHS program.
5. Seller shall defend, indemnify and hold the Buyer Indemnified Parties and each one of them harmless from and against any and all Losses arising out of any act or omission of Seller, its agents, employees, or subcontractors in the performance of the services or arising out of any breach of the EHS Laws, the Seller’s EHS program or Buyer’s EHS program.
6. Buyer may direct Seller to remove from the involvement in the performance of services any person whom Buyer considers to be incompetent, negligent, guilty of misconduct or considered to be carrying out the services in an unsafe or unsatisfactory manner.

TAXES AND DUTIES

Buyer shall only be liable for the payment of those local, state, provincial or federal sales, value added or goods and services taxes which Seller is required to collect from Buyer and with respect to which Buyer does not furnish to Seller lawful evidence of exemption. Unless otherwise specified, prices include all applicable duties, tariffs and similar fees imposed by any government.

CUMULATIVE REMEDIES, WAIVERS, SURVIVAL OF WARRANTIES

Except as limited in this purchase order, each of the rights and remedies of Buyer set forth herein shall not be exclusive but shall be cumulative and in addition to any other or further remedies provided in law or equity. The failure by Buyer to enforce any right hereunder shall not be deemed a waiver of that right and shall not affect the full right to require performance at any time thereafter. The waiver by Buyer of a breach by Seller of any provision hereunder will not be deemed a waiver of future compliance and such provision will remain in full force and effect notwithstanding such waiver. Seller’s warranties and indemnifications given hereunder shall survive the completion, cancellation or termination of this purchase order.

INSURANCE

(This provision is applicable only if, and then only to the extent, services under this purchase order are to be performed by Seller’s agents, employees or subcontractors on premises under the ownership, possession, or control of Buyer or any of Buyer’s customers or suppliers).

1. Seller shall maintain the following insurances:
   1. Worker’s or Workmen’s Compensation Insurance within statutory limits and in accordance with the law of the relevant state or province,
   2. Employer’s Liability Insurance with a limit of $1,000,000,
   3. Comprehensive General Liability Insurance, including
      1. Operations and Premises Liability,
      2. Contractor’s Protective Liability,
      3. Completed Operations and Product Liability (maintained in effect for a period of five (5) years after the date of final payment),
      4. Personal Injury Liability,
      5. Contractual Liability, and
      6. Broad Form Property Damage Liability (including for completed operations), on an occurrence basis in an amount of a combined single limit of not less than $1,000,000 per occurrence, and
      7. Comprehensive Automobile Liability Insurance in the amount of a combined single limit of not less than $1,000,000 per occurrence.
2. The insurance coverage required under this purchase order shall be obtained by Seller without additional cost to Buyer as a price adjustment, unless otherwise expressly provided for on the face page of this purchase order.
3. Seller shall have all insurance coverage required under this purchase order amended or endorsed to name Buyer as an additional insured and to indicate that, with respect to the additional insured, there shall be a waiver of subrogation and severability of interest. As evidence of said coverage, Seller shall forward certificates of insurance to Buyer, which certificates shall contain a provision requiring thirty (30) days prior written notice to Buyer of any cancellation or non- renewal of said coverage.
4. If Seller fails to purchase or maintain liability insurance required under this purchase order, Buyer may, but is not obligated to, purchase such insurance on Seller’s behalf and shall be entitled to be reimbursed for any premiums paid therefor by Buyer.

EXCUSABLE DELAY

Neither party shall be responsible to the other party for any delay in performing its obligations under this purchase order due to an event offorce majeure, except as otherwise provided for within this provision. Force majeure means any act of God, war, act of terrorism, act or failure to act of any government in its sovereign capacity, fire, flood, earthquake, strike, epidemic, pandemic, quarantine, embargo, nuclear incident, or any other act beyond the reasonable control of and without the fault of either party. The party whose performance of obligations hereunder has been affected by any event offorce majeure shall notify the other party within five (5) days thereafter by sending a detailed statement and sufficient evidence with respect thereto, and shall likewise provide prompt notification of any subsequent change in the circumstances. The affected party shall use reasonable commercial efforts under the circumstances to remove or remedy the event of force majeure and the effects thereof and resume full performance as soon as possible. In the event of Seller’s delay, Buyer may, at its option, purchase the goods and services from other sources and reduce its obligation to Seller hereunder by the quantities purchased, without liability to Buyer. At Buyer’s request, Seller will provide adequate assurances that the delay will not exceed twenty (20) days. If Seller fails to provide such assurances within 48 hours of Buyer’s request or fails to perform after the expiration of the twenty (20) day period, Buyer may immediately cancel this purchase order without liability.

INDUSTRIAL AND INTELLECTUAL PROPERTY RIGHTS

Seller warrants that the goods and services do not and will not infringe on the industrial or intellectual property rights of others. Seller shall defend, indemnify and hold the Buyer Indemnified Parties and each one of them harmless from and against any and all Losses suffered or incurred by any Buyer Indemnified Party as a result of the use, manufacture or sale of the goods or services infringing or allegedly infringing upon, a third party’s industrial or intellectual property rights. Should a third party assert a claim against Buyer for an infringement or alleged infringement by the goods or services of such third party’s intellectual or industrial property rights, Buyer may immediately terminate this purchase order by written notice, without prejudice to Buyer’s rights or any legal action Buyer may take against Seller.

CHANGES

Buyer may at any time, by a written order on Buyer’s standard purchase order form, and without invalidating this purchase order, make changes within the general scope of this purchase order for compliance by Seller, in any one or more of the following:

1. drawings, designs, or specifications, where the goods to be furnished are to be specifically manufactured or produced for Buyer in accordance therewith,
2. method of shipment or packing,
3. place of inspection, acceptance or point of delivery, and
4. delivery schedule for goods and time, place and period of performance of services. If any such change causes an increase or decrease in the cost of, or the time required for the performance of this purchase order, Seller shall notify Buyer in writing of such increase or decrease within ten (10) days of receipt of the change order and a mutually satisfactory adjustment shall be negotiated and recorded in writing, which writing shall constitute an amendment to this purchase order. Failure of Seller to notify Buyer of an increase in cost or time shall constitute Seller’s agreement to perform such change(s) without increase in cost or time.

LIMITATION OF BUYER’S LIABILITY, STATUTE OF LIMITATIONS

In no event shall Buyer be liable for loss of anticipated profits or for incidental or consequential damages. Buyer’s liability on any claim of any kind for any loss or damage arising out of or connected with or resulting from this purchase order or from the performance or breach thereof shall, in no case, exceed the price allocable to the goods or services or unit thereof which gives rise to the claim. Buyer shall not be liable for penalties of any description. Any action resulting from any breach on the part of Buyer as to the goods or services delivered hereunder must be commenced within one year after the cause of action has accrued.

DEFAULT

Buyer, by written notice, may terminate this purchase order for default, in whole or in part, if Seller:

1. fails to comply with any of the terms of this purchase order,
2. fails to make progress so as to endanger performance of this purchase order,
3. fails to prosecute services with skill and diligence,
4. fails to provide adequate assurance of future performance,
5. files or has filed against it a petition in bankruptcy, or
6. becomes insolvent or suffers a material adverse change in financial condition. Seller shall have ten (10) days (or such longer period as Buyer may authorize in writing) to cure any such failure or default after receipt of notice from Buyer. Upon giving a notice of default, Buyer may suspend payments to Seller until the breach is remedied. If Seller fails either to remedy the breach or to demonstrate to Buyer’s satisfaction within such period of time that it has commenced taking reasonable steps to remedy its default, Buyer may by notice in writing terminate this purchase order for cause. Default involving bankruptcy, insolvency or adverse change in financial condition shall not be subject to the cure provision. Following a termination for default of this purchase order, Seller shall be compensated only for goods supplied and services performed in compliance with this purchase order, prior to the date of termination. Buyer may require Seller to deliver to Buyer any supplies, manufacturing materials, and manufacturing drawings that Seller has specifically produced or acquired for the terminated portion of this purchase order. Buyer and Seller shall agree on the amount of payment for these other deliverables. If after termination for default under this purchase order, it is determined that Seller was not in default, such termination shall be deemed a termination for convenience. Seller shall continue performance of any part of the purchase order not terminated.

SUSPENSION

Buyer may, at any time, by written order to Seller, require Seller to suspend performance of this purchase order, in whole or in part. Upon receipt of the suspension order, Seller shall immediately comply with its terms and take all reasonable steps to minimize the incurrence of costs that may result from the suspension. Upon further written notice by Buyer to Seller as to cessation of the suspension, Seller shall promptly resume performance of this purchase order to the extent requested by Buyer and the delivery date for the goods or services impacted by the suspension order shall be extended by a period of time equal to the period of suspension, unless the suspension arose as a result of a default by Seller. Any costs incurred by Seller by reason of a suspension under this Section 22 will be borne by Seller. Within a period of ninety (90) days after a suspension order is delivered to the Seller, or within any extension of that period to which the parties shall have agreed, the Buyer shall either:

1. cancel the suspension order, or
2. terminate the goods or services covered by the suspension order for its convenience, as provided for in Section 23.

TERMINATION FOR CONVENIENCE

Buyer may at any time terminate this purchase order in whole or in part for any un delivered products and for whatever reason (including its convenience) even though Seller is not in default hereunder, upon written notice to Seller, in compliance with this purchase order condition,

NOTICES

All notices hereunder shall be in writing and shall be sufficiently given if delivered by hand, sent by prepaid mail or via courier, or transmitted by fax or e-mail. All notices must be sent to the address of each party as set forth on the face page of the purchase order.

QUALITY CONTROL

Seller shall establish and maintain a quality control system acceptable to Buyer for the goods purchased under this purchase order. Seller shall permit Buyer to review procedures, practices, processes and related documents to determine such acceptability. Seller shall have a continuing obligation to promptly notify Buyer of any violation of or deviation from Seller’s approved inspection/quality control system and to advise Buyer of the quantity and specific identity of any goods delivered to Buyer during the period of any such violation or deviation.

RIGHT TO AUDIT

Buyer retains the right to audit Seller’s records with respect to goods and services provided pursuant to this purchase order for the sole purpose of verifying invoices and the quality of goods provided by Seller.

HAZARDOUS SUBSTANCES AND MATERIALS

Whenever Seller sells to Buyer or intends to bring onto any property under the ownership, possession, or control of Buyer or Buyer’s customer, any material or substance which may be hazardous to health and safety, Seller must, prior to doing so, give information to Buyer in respect of such material or substance. The information must include plans for the safe handling, storage and use of the material or substance and precautions to be taken.

LIENS

Seller hereby agrees to keep the premises of Buyer or any of Buyer’s customers or suppliers on which services may be performed hereunder free and clear of all liens, mortgages, hypothecs, claims, security interests or encumbrances of any nature whatsoever. If as a result of any of the services to be provided by Seller hereunder, Seller or anyone for whom Seller is liable should have any lien rights against any of Buyer’s premises or the premises of any of Buyer’s customers or suppliers, then as a condition precedent to any payment obligation of Buyer hereunder and upon demand from Buyer, Seller shall furnish to Buyer a waiver of lien and release on the form designated by Buyer. Seller further agrees to promptly remove, cancel and discharge, at its own cost and expense, any security interest, lien or claim or encumbrance which may be filed or placed against the premises on which the services were performed.

PARTIAL INVALIDITY

If any term or provision of these Purchase Order Terms is determined to be invalid, void or unenforceable, the remaining terms and provisions of these Purchase Order Terms shall, to the extent reasonable and practicable, continue in full force and effect.

COUNSEL FEES

If legal action is filed to enforce this purchase order, the prevailing party shall be entitled to court costs, collection costs and reasonable fees of external legal counsel, in addition to any other relief to which that party may be entitled.

HEADINGS

Headings of particular sections are inserted for convenience only and in no way constitute a limitation of the scope of the sections to which they refer.32. ELECTRONIC CONTRACTING: The parties agree that if this purchase order is transmitted electronically neither party shall contest the validity of this purchase order, or any acknowledgement thereof, on the basis that this purchase order or acknowledgement contains an electronic signature.

CORRECTIONS

Buyer’s clerical and stenographic errors are subject to correction by Buyer.

ASSIGNMENT

This purchase order or any right, benefit or interest therein, including any claims for monies due or to become due with respect thereto, may only be assigned by Seller upon the prior written consent of Buyer. Any payment to any assignee of any claim for money, in consequence of such consent, shall be subject to set-off, recoupment, or other reduction for any present or future claim or claims that Buyer may have against Seller. Assignments by Buyer, without Seller’s consent, are permitted. Buyer shall have the right to make settlements and/or adjustments in price without notice to any assignee.

SUBCONTRACTING

This purchase order or any substantial portion thereof may not be subcontracted out without Buyer’s prior written approval. The use of subcontractors or material suppliers shall not relieve Seller from any liability or obligation hereunder.

ENTIRE AGREEMENT/PRECEDENCE

Except when issued to carry out a written contract between the parties, this purchase order constitutes the entire agreement of sale and purchase of the goods or services identified herein. Any conflicts or inconsistencies in this purchase order shall be resolved in accordance with the following descending order of precedence:

1. any change order issued pursuant to this purchase order,
2. face page of the purchase order,
3. documents referred to in, or attached to, the face page of the purchase order, including, without limitation specifications for the goods or services,
4. if this purchase order is issued pursuant to a written contract between the parties, the written contract entered into between the parties, and
5. these Purchase Order Terms.

JURISDICTION AND VENUE

This purchase order, and the acceptance thereof, shall be a contract made in the state or province of Buyer’s office or factory address as shown on the face page of this purchase order (the “Jurisdiction”), and shall be governed by and construed according to the laws of such Jurisdiction without regard to its principles of conflicts of laws. All disputes under this purchase order that are not disposed of by mutual agreement will be adjudicated in any appropriate state, provincial or federal court located in the Jurisdiction. Notwithstanding the existence of a dispute, Seller must continue to perform this purchase order.