PURCHASE ORDER

TERMS AND CONDITIONS  (PUR-001)

1. No charges for packages or cartage allowed, and goods must be adequately boxed, crated or packed by shippers so as to obtain the lowest freight rate.

2. Goods subject to inspection by us notwithstanding prior payment to obtain cash discount. Goods may be rejected and returned if inspection shows that in our judgement they are not in accordance with specifications shown on this order. If impractical to make inspection at time of receipt of goods, this clause will apply whenever goods are unpacked. If inspection discloses defective goods, it is agreed that we may cancel any unshipped portion or order.

3. Metaplast Circuits Ltd. reserves the right for us, our customer, and/or regulatory authorities to inspect the work being performed for us at any stage, and to have access to the applicable equipment and areas of your facilities and those of any of your suppliers involved in the production of our order and to all applicable records at any time during business hours.

4. You must notify Metaplast Circuits Ltd. of nonconforming product.

5. You must obtain Metaplast Circuits Ltd. approval for nonconforming material disposition.

6. You must notify Metaplast Circuits Ltd. of changes in product and/or process, changes of suppliers, changes of manufacturing facility location, and where required, obtain our approval.

7. You must flow down to your supply chain the applicable requirements contained in this Purchase Order.

8. All records pertaining to this Purchase Order must be retained for a period of 10 years.

9. When indicated on the Purchase Order you shall provide:

A) The identification and revision status of specifications, drawings, process requirements, inspection/verification instructions and other relevant technical data.

B) Requirements for design, test, inspection, verification (including production process verification), use of statistical techniques for product acceptance, and related instructions for acceptance by Metaplast Circuits Limited, and, as applicable, critical items including key characteristics.

C) Requirements for test specimens (for example; production method, number, storage conditions) for design approval, inspection/verification, investigation or auditing.

10. Goods rejected on account of inferior quality or workmanship will be returned to you with charge for transportation both ways, and are not to be replaced except upon receipt of instructions from us.

11. In the event of fires, strikes or other emergencies beyond our control occurring within our plant, our responsibility under this order shall cease entirely or be modified to the extent of taking deferred delivery, at our option.

12. It is agreed that we shall not be held liable for material processed in excess of our orders, unless permission is granted.

13. Metaplast Circuits Ltd. reserves the right to suspend or cancel this order in whole or in part at any time by giving notice to Vendor in writing or if Vendor falls to deliver all or any part of this order in accordance with the terms hereof.

14. Metaplast Circuits Ltd. shall not be bound by terms and conditions stipulated in any of the Vendor’s forms and documents. Vendor’s shipment of the merchandise and its rendering of services shall be deemed and construed as Vendor’s acceptance of Metaplast’s terms and conditions.

15. In matters of delivery. Time is of the Essence. Metaplast Circuits Ltd. reserves the right to refuse any merchandise and to cancel, without costs or damages whatsoever, all or any part of this order if the Vendor fails to deliver all or any part of the merchandise in accordance with the terms hereof.

16. By accepting this order Vendor warrants that the merchandise or services to be furnished hereunder will conform with the specification(s), drawing(s) description(s) or sample(s) and will be free of defects. All merchandise ordered is subject to final inspection and approval by Metaplast Circuits Ltd. In the event that merchandise does not conform to the requirements stated above, Metaplast reserves the right to reject the material. In the event that the rejected material has been paid for, it may be returned and charged back to the Vendor, including all inspections, handling and transportation expenses. Acceptance of or payment for all or part of the merchandise or services supplied on this order shall not be deemed to be a waiver to Metaplast’s right to claim for any direct, indirect or consequential damages, to cancel or return all or any part thereof due to delay, failure to conform to order or by reason of any defects.

These warranties shall survive acceptance and payment and shall run to Metaplast Circuits Ltd. (its successors, assigns, subsidiaries, division and affiliates), and to Metaplast’s customers in the event of resale or incorporation into Metaplast’s products.

The above warranty will apply for a period of time consistent with the warranty life normally offered by the Vendor.

17. By accepting this order, Vendor guarantees that the merchandise or services furnished hereunder will not infringe any valid patent or trademark and that the Vendor will at it’s own expense defend any and all actions, suits or claims charging such infringement and will indemnify and save harmless Metaplast Circuits Ltd., its assigns, successors, customers and those for whom Metaplast may act as Agent in the purchase of said merchandise or services, both as to damages and costs in case of any such infringement or alleged infringement of third party property rights covering and pertaining to the merchandise or services furnished in connection with this order. For the purpose of this paragraph, the term “third party property rights” includes but is not limited to patents, trademarks, copyrights, rights in data and trade secrets and rights protected by the laws of unfair competition.

18. If these conditions are not acceptable, please advise us on receipt of orders, and before you make any shipment.

THE CONDITIONS STATED IN THIS ORDER SHALL NOT BE MODIFIED UNLESS ON WRITTEN AUTHORITY FROM THE PURCHASING DEPARTMENT.