DEFINITIONS AND ABBREVIATIONS
The term “Buyer” shall mean ADTECH CERAMICS, a Delaware corporation, located in Chattanooga, Tennessee. The term “Seller” shall
mean the individual, partnership or corporation obligated to furnish the articles and services described in the Purchase
This purchase order constitutes Buyer’s offer to Seller and shall become a binding contract (the “Contract”) incorporating
the terms and conditions set forth herein upon acceptance by Seller, either by acknowledgement or commencement of performance.
This offer to purchase is specifically conditioned upon Seller’s acceptance of the terms stated herein. Any terms or conditions
proposed by Seller which differ from or are in addition to term and conditions contained herein shall be void and of no
effect whatsoever unless consented to in writing by Buyer.
2. DELIVERY SCHEDULE
Seller acknowledges that Buyer’s production schedules are based upon Seller’s commitment that materials and services will be
delivered to buyer on dates specified herein. Time is and shall remain of the essence. If deliveries pursuant to the Contract
will not be made at the time agreed upon, Buyer reserves the right to cancel the Contract, or to purchase elsewhere and
to hold Seller accountable therefore. Buyer shall have the right to return at Seller’s risk and expense shipments received
in advance of the schedule of deliveries appearing on the face hereof. Material received in advance of such schedule deliveries
and accepted by Buyer shall be paid for as if delivered on the scheduled date. Invoices will be dated no earlier than the
day of shipment.
Seller represents that prices shown on the face hereof do not exceed those charged or quoted by Seller to any of Seller’s other
customers for similar items ordered in similar quantities. Seller will promptly refund any sums paid by buyer in excess
of such prices. Unless otherwise agreed to in writing by Buyer, the price quoted on the face hereof shall be deemed to
include packing, crating, drayage, storage, and/or similar expenses.
Seller, by accepting this order, warrants (i) that all goods or services to be delivered or performed hereunder will be merchantable
and fit for the particular use(s) for which intended, (ii) that such materials or services shall be free of defects of
material or workmanship, and (iii) that such material or services shall conform strictly to the specification, drawings,
or samples (if any) supplied by Buyer and/or published or delivered by Seller, These warranties shall survive any inspection,
delivery, acceptance and or payment by Buyer. All materials or services furnished will be subject to inspection and approval
by Buyer after delivery and before acceptance. Buyer shall have the right to reject and return at Seller’s expense, including
cost of inspection, or any part of any shipment, any part of which is defective or which fails to comply with specifications,
without such action constituting a termination of the Contract. In Addition, Buyer shall have the option to: (a) require
prompt corrective action by Seller, (b) rework or have the defective goods reworked) at Seller’s expense, or (c) cancel
the Contract; and such options as provided herein shall survive any inspection, delivery, acceptance and/or payment by
Except as otherwise provided in this order, the price of the face hereof includes all applicable Federal, State and local taxes
in effect on the date of shipment. If any applicable tax shall be repealed, the price stated in this order shall be adjusted
6. CONFIDENTIAL INFORMATION
Seller shall not disclose to any third person or use any information in any way whatsoever concerning Buyer’s drawings, specifications,
samples and other material, except in performing the Contract, without first obtaining Buyer’s written consent. Buyer shall
at all times have title to all drawings and specification furnished to Seller for use in performing the Contract, including
all copies thereof, all of which upon request or upon completion of the Contract shall promptly be returned to Buyer. Any
knowledge or information which Seller shall have disclosed or may hereafter disclose to Buyer in connection with the Contract
shall not, unless otherwise agreed upon in writing by Buyer, be deemed to be confidential information and as part of the
consideration for this order, shall be acquired by Buyer free from any restrictions.
Materials must be shipped in accordance with Buyer’s instructions and must be marked plainly with name of consignor or consignee.
A packing list must accompany materials. Buyer’s count or weight shall be conclusive on shipments not accompanied by a
In the event any bankruptcy, arrangement or insolvency proceedings are commenced by or against the Seller (whether under the
Federal Bankruptcy Code or otherwise) or in the event of the appointment of an assignee for the benefit of creditors or
a receiver of trustee for all or any part of the Seller’s property or if Seller commits an act of Bankruptcy or is unable
to meet its debts as they mature then Buyer at its option shall be entitled to cancel any unfilled portion of its order
without liability. Termination pursuant to the terms of this Paragraph 8 shall not affect any claim for damages which Buyer
might otherwise have.
Buyer shall have the right to make changes as to packing, testing, destination, specifications, designs and delivery schedule.
Charges applicable to changes requested by Buyer will be negotiated with Seller. Seller is to notify the Buyer of changes
in product and /or process, changes in suppliers, manufacturing facilty location and where required, obtain Buyer approval.
Seller to notify the Buyer of any nonconforming product.
The quantity or materials or services specified on this order must not be exceeded without the prior written consent of Buyer.
Buyer will not be responsible for any materials or services furnished without a written order. Any excess materials may,
at Buyer’s option, be returned to Seller at Seller’s risk and expense.
11. LEGAL COMPLIANCE
Acceptance of this order shall be deemed to include Seller’s representation and warranty to Buyer that Seller shall, in completing
the Contract, Comply with any and all applicable laws, executive orders, regulations, ordinances, proclamations, and demands
of the Federal Government or any bureau, agency or departments or of any Sate or local Governmental Authority which may
now or hereafter be applicable to Seller’s performance of the Contract. This also includes, but is not limited to: Seller
implementing and maintaining a Quality Management System that meets Buyer requirements; agreement to use Buyer designated
or approved external providers including special process sources; notifying Buyer of nonconforming products, processes
or services in order to obtain Buyer approval for disposition; providing test specimens when required; retaining documented
information for retention and disposition requirements per Buyer requirements; Ensuring Seller employees or persons assigned
to Buyer work requirements are aware of: i) their contribution to product or service conformity, ii) their contribution
to product safety, iii) their importance of demonstrating at all times ethical behavior.
12. ITAR COMPLIANCE
Purchase orders may contain technical data within the definition of the International Traffic in Arms Regulations (ITAR) and
is subject to the export control laws of the U. S. Government. Transfer of this data by any means to a foreign person,
whether in the U.S. or abroad, without an export license or other approval from the U.S. Department of State, is prohibited.
13. FLOW DOWN
Seller shall flow down to the supply chain the applicable requirements including Buyer requirements
14. FOREIGN DEBRIS (FOD) PREVENTION
The following requirement applies to purchased materials or services that are used to manufacture orders at AdTech Ceramics.
*Seller must maintain a FOD prevention program designed to identify and prevent foreign objects from entrapment in production
parts and eliminate paths through which foreign objects can migrate.
Seller agrees to defend at its expense and to pay all cost and damages awarded in any suit or proceeding brought against Buyer
to the extent such suit or proceeding is based on a claim that anything (hereinafter referred to as “goods”) furnished
under this order constitutes an infringement of any patent, trademark, copyright, trade secret or other proprietary right
of any person or entity. In case goods or any part thereof are held in such a suite to constituted infringement and the
use of said goods or any part thereof is enjoined, Seller shall at its expense procure for Buyer the right to continue
using said goods or part thereof, replace same with non-infringing goods, modify same so they become non-infringing, or
remove same and refund the purchase price and transportation and installation cost thereof.
16. LABOR DISPUTES
Whenever an actual or potential labor dispute delays or threatens to delay the timely performance of the Contract, Seller shall
promptly give notice to Buyer, informing Buyer of all relevant information with respect thereto. Buyer reserves the right
to cancel the Contract if, in Buyer’s sole discretion, any such delay or threatened delay may be injurious to Buyer.
Seller warrants that it has not offered or giving and will not offer or give to any employee, agent or representative of Buyer
any gratuity for the purpose of securing any business from Buyer or influencing such person with respect to the terms,
conditions or performance of the contract or of any contract with or order from Buyer. Any breach of this warranty shall
be material breach of the Contract and of each contract between Buyer and Seller..
All specifications, drawings, notes, instructions or technical information referred to in this order shall be deemed to be
incorporated herein by reference as though fully set forth. Any discrepancies or questions shall be referred to Buyer for
decision or interpretation, except where identified in the PO, use the latest revision of any standard.
No right or obligation under this Contract (including without limitation, the right to receive monies due and to become due,
hereunder) shall be assigned by Seller without the prior written consent of Buyer, and any purported assignment without
such consent shall be void. Any amount assigned under the Contract with Buyer’s consent shall be subject to set-off, recumbent
or any other right or claim of Buyer against Seller.
20. INSPECTION OF SELLER'S FACILITIES
Buyer reserves the right to inspect Seller’s facilities and processes at any time and also reserves the right to inspect material
being supplied before shipment to Buyer. The Buyer, Seller and any regulatory authorities have the right to access all
facilities at any level of the supply chain involving the order and to all applicable records.
This order is not a firm offer and Buyer reserves the right to revoke or withdraw it at any time prior to acceptance by Seller.
Buyer reserves the right to cancel any portion of the Contract not filled as specified whether or not because of conditions
of circumstances beyond Buyer’s control. Buyer reserves the right to cancel the Contract in its entirety if Seller does
not comply with each of the above terms and conditions.
22. AMENDMENT AND MISCELLANEOUS
The terms and conditions herein may only be amended by a writing signed by both parties which specifically states that it constitutes
an amendment of the provisions hereof. Until modified, the terms and conditions herein shall apply to all dealings between
Buyer and Seller, except specifically otherwise agreed in writing by the parties. This Contract shall be governed by the
Delaware law. In the event of litigation between the parties with regard to the subject matter hereof, the prevailing party
shall be entitled to reasonable attorneys’ fees and other costs.
23. NOTIFICATION OF CHANGE
No change shall be made to the items listed on this purchase order which may affect the quality, reliability, and electrical
interchangeability of the item without notification and written approval of the Buyer.
24. RECORD RETENTION
The Buyer requires that quality records relating to the Buyer's order for material must be retained for 10 years unless specified
under the purchase order.
The provisions of the Executive Order 11246, as amended by Executive Order 11375 (Equal Employment Opportunity), 38 USC 4212
(Vietnam Era Veterans Readjustment Assistance Act), Section 503 of the Rehabilitation Act of 1973 Handicapped Regulations),
and the Implementing Regulations found at 41 CFR60-1&2, 41 CFR 60-250, and CFR 60-741, respectively, and House Rule
1540, Sec. 818 with respect to counterfeit parts, are hereby incorporated by reference.