Purchasing Terms & Conditions

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MUNACO SEALING SOLUTIONS, INC.

TERMS AND CONDITIONS OF PURCHASES

ACCEPTANCE, AGREEMENT. Acceptance of a Purchase Order is limited to the terms contained on the
Purchase Order and the Terms and Conditions of the Purchase detailed hereof. Any additional or
different terms proposed by the Seller or on the Seller’s form are hereby deemed material
alterations and are rejected unless expressly agreed to in a written document signed by an
Authorized Representative of the Buyer.

PRICE. The Buyer shall pay the Seller the price shown on the Buyer’s Purchase Order. The price is
firm and not subject to escalation without the Buyer’s consent. No extra charges of any kind will
be allowed. If there are issues regarding the additional costs, they must be disclosed to the Buyer
prior to shipment and the Buyer must issue a written change order to the Seller.

SHIPPING. Item shall be shipped per the Buyer’s instructions on the Purchase Order. If the Buyer’s
shipping instructions are not followed, the Buyer reserves the right to deduct any excess costs
incurred from the Seller. In the event an item is shipped direct to the Buyer’s customer from the
Seller, the Seller shall provide a tracking number or bill of lading with the invoice.

PAYMENT. The Buyer agrees to pay any valid invoice within 30 days of receipt via check or upon
other terms expressly agreed to in a written document signed by an Authorized Representative of the
Buyer.

ACKNOWLEDGEMENTS, PACKING LISTS, AND INVOICES submitted by the Seller shall reference the Buyer’s
Purchase Order number, release number, part number/item code, description, and quantity of items
shipped.

CHANGES. The Buyer shall have the right to make changes to a Purchase Order at any time, and the
Seller agrees to accept such changes. If such changes result in additional costs, the Buyer shall
make an equitable adjustment in the purchase price provided such additional costs are itemized for
the Buyer by the Seller within thirty days of the change.

DELIVERY AND PERFORMANCE. The Seller shall provide deliverables and perform services according to
the Buyer’s schedule. If the Seller is unable to make delivery in accordance to the Buyer’s
schedule, the Seller shall immediately notify the Buyer and provide a revised date. The Seller is
not liable for delays in performance or delivery due to a cause beyond its reasonable control. If
the Seller does not comply with the Buyer’s delivery schedule or fails to make progress as to
endanger performance, the Buyer may, at its option, either approve a revised delivery schedule or
terminate the Purchase Order without liability to the Buyer, in addition to pursuing other rights.
The Buyer may return, at the Seller’s expense, items delivered to the Buyer early.

QUALITY. The Seller shall supply material in accordance with the Buyer’s specifications. Payment
for goods delivered shall not constitute acceptance thereof. Any material that does not fully
comply with the Buyer’s specifications or is found to be defective is subject to rejection and
shall be returned at the Seller’s expense.

TITLE AND WARRANTY.       The seller warrants that it has good title to any material sold hereunder
and that it has the right to transfer such title. Seller also warrants that all goods or services
furnished to the Buyer shall be merchantable and free from any defects in workmanship or material
for at least twelve months from the date of shipment to the ultimate customer and shall conform to
all specifications and appropriate standards. If the Seller has been informed of the use of the
goods, the Seller also warrants that the items furnished are fit for such use. The Seller shall
indemnify and save the Buyer harmless from any breach of these warranties, and no limitations on
the Buyer’s remedy in the Seller’s documents shall operate to reduce this indemnification. The
Seller shall extend all warranties it receives from its vendors to the Buyer, and the Seller’s
warranty shall extend to the Buyer’s customers.
customers.

LIABILITY. The Seller agrees to defend the Buyer, at the Seller’s expense, against all claims made
against the Buyer, arising out of or relating to the Seller’s products or the Seller’s performance
under the Purchase Order, including but not limited to claims based on (1) breach of any of the
warranties set forth in this contract, (2) late performance, except excusable delays, (3) defective
products or performance, (4) failure of the Seller’s products or performance to conform to
specifications, the NEC, or government code requirements, or (5) infringement of any patent,
trademark, or copyright. The Seller further agrees to indemnify the Buyer for all judgments,
settlements, expenses and legal fees the Buyer incurs arising from such claims, including, if the
Seller fails to defend, legal fees, and expenses of enforcement of this indemnity. The Buyer, at
its option, may be represented by and actively participate through its own council in any such suit
or action. In the event of any claim or infringement resulting from the purchase of goods from the
Seller, the Buyer may cancel (without prejudice to any claims that the Buyer may have against
Seller) any or all of the unfilled portions of Purchase Orders for goods and may return to the
Seller for full refund the unused portion of goods.

TERMINATION. The Buyer reserves the right to terminate this contract for its convenience. In such
event, the Seller shall immediately stop all work and follow any instructions from the Buyer as to
work in progress. The Seller shall be paid for an equitable adjustment for work already performed.
The Buyer may also terminate this contract for cause upon a default by the Seller. In such event,
the Buyer shall not be liable to the Seller for any amounts, and the Seller shall be liable for, and shall indemnify and hold the Buyer harmless from any
damages occasioned by the Seller’s default. If it should be determined that the Buyer has improperly terminated this
contract for default, such termination shall be deemed to be for the Buyer’s convenience.

FORCE MAJEURE. The Buyer may delay delivery or acceptance of goods for causes beyond its control.
The Seller will hold such goods pending the Buyer’s instructions, and the Buyer shall be liable
only for direct increased costs incurred by the Seller due to the Buyer’s instructions.

LIMITATION ON BUYER’S LIABILITY. The Buyer shall not be liable for anticipated profits or for
incidental or consequential damages. The Buyer’s liability on any claims of any kind arising out a
Purchase Order shall not exceed the price allocable to the goods or services that give rise to the
claim.

GOVERNMENTAL REGULATION. The Seller warrants that all applicable laws, rules, and regulations of
all government authorities covering the production, sale, and delivery of purchased goods or
services have been complied with including without limitation:

1.    Fair Labor Standards Act. The Seller represents that all items are produced in compliance
with the Fair Labor Standards Act of 1938 as amended.


2.    Use of Workers/Subcontractors. Unless exempt, the Seller shall comply with the Equal
Opportunity Clause 41 CFR 60-1.4; the Affirmative Action Clause regarding Disabled Veterans of the Vietnam Era
in 41 CFR 60-250-4; the Affirmative Action Clause regarding Handicapped Workers in 41 CRR 60-741.4; any
other provisions required by the Office of Federal Contract Compliance Programs as set forth in 41
CFR Chapter 60; and any other applicable Executive Orders.


3.    Environmental Safety. The Seller represents and warrants that each chemical substance listed
or contained in an item listed on the Purchase Order is on the list of chemical substances complied
and published by the Administrator of the Environmental Protection Agency under the Toxic
Substances Control Act as amended. The Seller warrants that the items comply with Federal Hazardous
Substances Act as amended.


4.    Labor Force. The Seller certifies that no items supplied under the Purchase Order have been
produced utilizing forced, indentured, or convict labor or utilizing the labor of persons in
violation of the minimum working age law in the country of manufacture. In the event the Buyer
determines that the Seller’s certification is untrue, the Buyer shall have the right to immediately
terminate the Purchase Order without further compensation to the Seller.


5.    Material Safety Data Sheets (“MSDS”). The Seller shall provide MSDS sheets, as required by
law, with each shipment or post on the Seller’s website.
 

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