1. DEFINITIONS. As used in these Terms and Conditions: “Buyer” means Merit Gage, Inc.; “Order” means this purchase order or any written order issued by Merit Gage, Inc.; “Seller” means the person(s) or company to whom an Order is issued.

2. ACCEPTANCE AND AGREEMENT. These terms and conditions apply to, and are agreed to be incorporated in, any Order issued by Buyer to Seller.

3. PACKING AND SHIPPING. Seller shall pack, mark and ship all goods in accordance with specific requirements of an Order, and in a manner which complies with transportation regulations and good commercial practice for protection and shipment of goods.

4. DELIVERY. Unless otherwise stated on the face of an Order, delivery shall be to Merit Gage, Inc. Time is of the essence in the performance of an Order. Delivery shall be in strict accordance with the schedule and quantity specified in the Order.

5. NOTICE OF LATE DELIVERIES. If it appears Seller will not meet schedule or if Seller’s deliveries fail to meet the schedule, then in addition to any right or remedy that Buyer has, Buyer may require Seller to ship via expedited means at Seller’s expense.

6. INVOICES AND PAYMENT. Upon Buyer’s receipt of a proper invoice, Seller will be paid the price stated for supplies delivered and accepted, or services rendered and accepted.

7. INSPECTION AND ACCEPTANCE. Seller shall maintain a quality control system consistent with good commercial practice, unless a specified system of quality control or other standard of quality is specified in an Order or document incorporated by reference.

8. WARRANTY. Seller warrants that all materials, articles, work and services furnished will be free from defects in material and workmanship and will conform to all applicable specifications, drawings, samples, and descriptions. Seller’s design or selection will be free from design defects, and the goods will be fit for their intended use.

9. CHANGES. This Order may not be changed except by written modification signed by Merit Gage, Inc. Buyer may at any time by written notice and without notice to sureties, make changes in any one or more of the following: (i) drawings, designs, or specifications; (ii) method of packing and shipment; (iii) place of inspection, acceptance or point of delivery; (iv) delivery schedule.

10. DRAWINGS, SPECIFICATIONS, INTELLECTUAL PROPERTY AND TECHNICAL DATA. The ideas, information, designs, drawings, specifications and other data or business and manufacturing information supplied by Buyer shall remain Buyer’s property. Such data shall be retained in confidence by Seller and shall not be disclosed to any other person or entity. Seller shall permanently destroy scrap parts, return to Buyer or maintain in a controlled environment at Buyer’s direction upon completion of performance of this Order. Records shall be maintained for 7 years.

11. BUYER’S PROPERTY. All material furnished by Buyer, and any replacement thereof, shall remain the property of Buyer. Seller shall not substitute other property for Buyer’s property and shall not use such property except to fill Buyer’s Order’s. Buyer’s property shall be returned in the same condition as originally received, reasonable wear and tear expected.

12. RIGHT OF ACCESS. With this purchase order, Merit Gage, Inc., its customers, and/or regulatory authorities will be authorized to enter and have investigative authority on any products/processes performed for Merit Gage, Inc.

13. SUB-TIER SUPPLIERS. Please ensure applicable requirements as indicated on this purchase order are supplied to all your sub-tier suppliers.

14. DESIGN AND DEVELOPMENT CONTROL. The Buyer maintains the rights to design and development of all product.

15. COUNTERFEIT PARTS. The Seller is responsible for preventing the use of any and all counterfeit parts

16. ETHICAL STANDARDS. The Seller is responsible to ensure persons are aware of: their contribution to product or service conformity; their contribution to product safety and the importance of ethical behavior