(1) ACCEPTANCE:
This Order constitutes an offer on the part of the Buyer upon the terms and conditions stated herein, and on the reverse hereof, and to constitute a binding contract upon Buyer, said offer must be accepted by Seller by the execution and return to Buyer of the acknowledgment in the form attached hereto. No conditions laid down by the Seller in accepting or acknowledging this Order shall be effective in conflict with the conditions herein stated unless such conditions are expressly accepted in writing by Buyer.

(2) PRICE:
Prices indicated herein are maximum, but are to be adjusted downward in the event prices decline prior to shipment.

(3) WARRANTIES:
Seller warrants that all goods will conform to applicable specifications, drawings, samples, or other descriptions given and will be free from defects. All warranties shall be construed as conditions as well as warranties and the warranties herein contained shall not be deemed to be exclusive. Seller's standard warranties shall also be applicable to this order. All warranties of Seller shall run to Buyer, its successors, assigns and customers and to the users of its products.

(4) CANCELLATION ON ACCOUNT OF INSOLVENCY:
Either party shall have the right to cancel any order hereunder in the event that the other party becomes bankrupt or insolvent or makes an assignment for benefit of creditors.

(5) OZONE DEPLETING SUBSTANCE:
As defined, ozone depleting substance means any substance the Environmental Protection Agency designates in 40 CFR Part 82 as—
  • Class I, including, but not limited to, chlorofluorocarbons, halons, carbon, tetrachloride, and methyl chloroform; or
  • Class II, including, but not limited to hydro-chlorofluorocarbons.
Seller shall label products which contain or are manufactured with ozone-depleting substances in the manner and to the extent required by 42
U.S.C. 7671j (b), (c), (d), and 40 CFR Part 82, Subpart E, as applicable:
Example 1: Contains * _______, a substance(s) which harm(s) public health and environment by destroying ozone in the upper atmosphere.
Example 2: WARNING: Manufactured with *______, a substance which harm(s) public health and environment by destroying ozone in the upper atmosphere.

(6) PATENT GUARANTEE:
Seller shall, with respect to any device for composition of Seller's design or Seller's standard manufacture, indemnify and hold harmless Buyer, its customers, employees and agents, from costs and damages as finally determined by any court of competent jurisdiction for infringement of any United States Letters Patent. by reason of the sale or use of such device or composition provided that Seller is promptly notified of all such actual or potential infringement suits, and is given full and exclusive control of the defense, at Seller's expense, thereof by Buyer.

(7) CHANGES IN DRAWINGS, SPECIFICATIONS:
With respect to purchases which are to be made to Buyer's drawings and/or specifications, the Buyer shall have the right, by instrument in writing, to make changes in such drawings and specifications. If any such change causes a variation in the cost of furnishing the goods covered hereby, the price of such goods shall be varied in the same ratio and the delivery schedules shall be extended by the length of time reasonably required to make such changes.

(8) INSPECTION AND STATISTICAL TECHNIQUES (IF APPLICABLE):
All materials may be subject to preliminary inspection by Buyer at the place of manufacture; final inspection and approval will be at Buyer's plant and/or Buyer's customer's plant. Buyer may hold any rejected article for Seller's instructions and at his risk or it may return to the Seller at Seller's expense.

(9) COMPLIANCE WITH LAWS:
Seller certifies that it has complied with all terms and conditions required by the United States for eligibility to furnish materials and supplies for use on public contracts, and Seller warrants and agrees that in the performance of this contract, it will comply with all applicable federal, state and local laws and/or regulations.

(10) PACKING:
Unless otherwise stated, prices set forth in purchase orders shall include all charges for Seller's usual packing and crating and for cartage to F.O.B. point.

(11) CANCELLATION AND TERMINATION:
Buyer reserves the right to cancel this order in its entirety or in part, without liability for undelivered articles, materials or labor on account of defects in materials, equipment, workmanship, quantity or quality of articles, materials or labor, delivered or if the same are not specified herein, or are not in accordance with drawings and prints, approved samples or specifications, or instructions used in connection therewith, or if there is delay in performance or delivery under the terms hereof, and even if such performance on Seller's part is prevented by causes beyond his control, such as fire, strike, court orders, acts or demands of any person or agency exercising governmental or military authority or act of the public enemy. Buyer reserves the right to cancel this order at anytime as to items not yet shipped, without liability.

(12) TOOLS AND MATERIALS:
The Seller is to furnish all standard tools, taps, dies, cutters, gauges, and fixtures and in the event Buyer furnishes any special tools, etc., it is expressly understood that in so doing Buyer makes no guarantee whatsoever as to the accuracy of the tools, etc., furnished. Title to materials, designs, tools, patterns, drawings, dies, fixtures, etc., supplied by Buyer to Seller (or built or constructed by Seller for Buyer) shall be and remain vested in Buyer and shall be promptly returned to Buyer upon demand. No designs, tools, patents, drawings, or other information supplied by Buyer to Seller for use in the manufacture of the materials contracted for shall be used in the production, manufacture, or design of any other materials for any other purchaser nor for the manufacture or production of larger quantities than those specified except with the express consent in writing of Buyer, at the termination of this contract they shall be disposed of as Buyer may direct.

(13) INSURANCE AND RISK OF LOSS:
All tools, designs, patterns, drawings, and other property, if any, belonging to Buyer, shall while in Seller's possession be at Seller's sole risk from loss or damage from all hazards; likewise, all materials until delivered and accepted at Buyer's plant shall be at Seller's sole risk from loss or damage from all hazard In the event that Seller is required to come upon Buyer's premises during delivery or installation of the materials herein specified, or for the performance of services required to be furnished by the Seller, Seller agrees that it will, before coming upon Buyer's premises, obtain insurance coverage indemnifying and holding harmless Buyer, its officers and employees, from any property damage or personal injury of whatsoever kind or nature during such delivery, installation or performance of service. Such insurance shall be in standard form for property damage and public liability and in reasonable limits. Seller agrees to furnish Buyer with certificate or other satisfactory evidence of such insurance coverage prior to the commencement of said work Seller further agrees to carry proper workman's compensation insurance for its own employee.

(14) RENEGOTIATIONS:
This order 1s subject to the Renegotiation Act of 1951 and supplier agrees to comply with Section 104 of Renegotiation Act of 1951. (Not applicable unless indicated on face of Purchase Order, that this Purchase Order is subject to the Renegotiation Act of 1951.)

(15) PRICE WARRANTY:
Seller warrants that the price of the ordered Products does not exceed the price charged by Seller to any other customer purchasing the same Products in like or smaller quantities, and under similar conditions of purchase.

(16) TRADE COMPLIANCE STATEMENT:
"The Trade Compliance Statement pages 54 thru 55 attachment 6.2.1 and 6.2.2 of the AIC export compliance manual are incorporated herein."

(17) RECORDS RETAINED:
Records shall be retained and maintained for a minimum of seven (7) years unless otherwise specified by purchase order or customer. Records shall be made available for AIC review upon request.

(18) EQUAL EMPLOYMENT OPPORTUNITY:
Suppliers shall comply with EO 11246, Section 202 (Paragraph’s 1-7) and EO13496, 29 CFR PART 471 APPENDIX A.

(19) CONTRIBUTION OF EMPLOYEES:
Suppliers shall ensure the their employees are aware of (a) their contribution to the conformance of the product or service to AIC, (b) the importance of ethical behavior, and (c) their contribution to product safety, which is “the state in which a product is able to perform to its designed or intended purpose without causing unacceptable risk of harm to persons or damage to property.”

(20) PROHIBITATION OF SUB-CONTRACTING, TESTING, AND PROCESSING:
Suppliers are prohibited from sub- contracting, testing, and/or processing at a facility other than stated on the purchase order.

(21) NOTIFICATION OF NONCONFORMANCE:
Supplier are to notify AIC if a product or article has been released from supplier and subsequently found to not conform to the applicable design data. Any nonconforming product, changes in product or processes definition, the vendor/ supplier must notify AIC and make arrangements with the Director of Quality or the appropriate departments for an approval of return.

(22) PREVENTION OF COUNTERFEIT PARTS :
Suppliers shall plan, implement, and control processes appropriate to the organization and the product for the prevention of counterfeit or suspect counterfeit part use and their inclusion in product(s) delivered to the customer.

(23) FOREIGN OBJECT DEBRIS (FOD):
Suppliers shall identify, prevent, and eliminate any potential damage to product being serviced due to FOD.

(24) NOTIFICATION OF LOCATION CHANGE:
Suppliers shall notify AIC if and/or when the supplier changes the manufacturing facility location. Notification shall be at least 30 days after the change in location.

(25) RIGHT OF ACCESS:
AIC reserves the right to perform, or to have its customer or a third party perform, inspection at the supplier’s facility.