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 * 1.ACCEPTANCE
 * 2. PRICE AND DELIVERY
 * 3.SERVICES
 * 4. PACKING AND SHIPPING OF MATERIALS
 * 5. RISK OF LOSS
 * 6. INVOICING
 * 7. INSPECTION
 * 8. WARRANTIES
 * 9. MATERIALS AND TOOLS
 * 10. PROPRIETARY INFORMATION
 * 11. SUBCONTRACTS
 * 12. INSURANCE
 * 13. COMPLIANCE WITH LAWS
 * 14. PATENTS AND COPYRIGHTS
 * 15. INDEMNIFICATION
 * 16. ASSIGNMENT
 * 17. NOTICE OF DISPUTES AND CLAIMS
 * 18. CHANGES
 * 19. TERMINATION
 * 20. WAIVER
 * 21. PRIORITY
 * 22. GRATUITIES
 * 23. DOCUMENTATION
 * 24. DRAWINGS
 * 25. PAYMENT TERMS


1. ACCEPTANCE

A signed acknowledgment by the Supplier shall constitute acceptance of this
Purchase Order and all of its terms and conditions: Any terms of condition
stated by the Supplier in any prior proposal or in acknowledging or otherwise
accepting this Purchase Order shall not be binding on the Buyer unless
specifically accepted in writing.


2. PRICE AND DELIVERY

The Supplier shall furnish the materials set forth in this Purchase Order in
accordance with the prices, and delivery stated on the face of this Purchase
Order. All prices and rates include all applicable insurances, benefits,
overhead and taxes, except sales tax which is separately shown where applicable.


3. SERVICES

This Purchase Order is intended to only cover the supply of materials as set
forth on the face hereof. Nonetheless, Supplier acknowledges and agrees that in
the event it performs or hires any subcontractor to perform any type of work or
services in connection with the materials, it shall furnish or shall cause any
subcontractor to furnish said work or services in accordance with the terms and
conditions in this Purchase Order.


4. PACKING AND SHIPPING OF MATERIALS

No charges shall be made by the Supplier for packaging, transportation or
storage if not specified by the Supplier and agreed upon in writing by Buyer.
All materials shall be packaged, marked and otherwise prepared in accordance
with good commercial practices to obtain lowest and best transportation rates.
The Supplier shall mark on containers handling and loading instructions,
shipping information, purchase order number, materials and account number,
shipment date and names and addresses of Supplier and Buyer. An itemized packing
list must accompany each shipment. The Supplier shall advise Buyer of intent to
ship one (1) week prior to shipment.


5. RISK OF LOSS

The Supplier shall bear all risk of loss on material covered by this Purchase
Order until final acceptance at destination specified on the face of this
Purchase Order, except loss occasioned by negligence of Buyer.


6. INVOICING

The Supplier, after each shipment under this Purchase Order or on a monthly
basis, shall send a detailed invoice with backup, including item numbers in
duplicate, accompanied by a bill of lading or express receipt. Payment of
invoice shall not constitute acceptance of materials ordered and shall be
subjected to appropriate adjustment for failure of the Supplier to meet the
requirements of this Purchase Order.


7. INSPECTION

All materials covered by this Purchase Order may be inspected and/or tested by
Buyer or its designee, at reasonable times and places. The Supplier shall
provide, without additional charge, all reasonable facilities and assistance for
such inspections and tests.

All inspection records relating to materials covered by this Purchase Order
shall be available to Buyer during the performance of this Purchase Order and
for such longer periods as specified by Buyer in its acceptance of the
inspection procedures.

If any materials covered by this Purchase Order are defective, not in conformity
with the requirements of this Purchase Order, Buyer may, by written notice to
the Supplier (and in addition to any such remedies provided in the Uniform
Commercial Code), (i) rescind this Purchase Order as to such materials (ii)
accept such materials at an equitable reduction in price, agreed upon between
parties, or (iii) reject such materials and require the delivery of
replacements. Deliveries of replacements shall be accompanied by a written
notice specifying that such materials are replacement. If the Supplier fails to
deliver required replacements promptly, Buyer may (i) replace or correct such
materials and charge the Supplier the cost occasioned Buyer thereby; or (ii)
terminate this Purchase Order for default as provided in Article 19.

No inspection (including source inspection), tests, approval, or acceptance of
materials Purchase Ordered shall relieve the Supplier from responsibility for
defects or other failures to meet the requirements of this Purchase Order.
Rights granted to Buyer in this Article 6 are in addition to any other rights or
remedies provided elsewhere in this Purchase Order or in law.

Final inspection shall be at destination or work site unless otherwise specified
in this Purchase Order. Except as to latent defects, fraud, such gross mistakes
as amount to fraud and the Supplier’s warranty obligations, such final
inspection shall be conclusive and the materials shall be deemed accepted unless
Buyer notifies the Supplier in writing within thirty (30) days after completion
of the final installation and inspection.


8. WARRANTIES

In addition to any other express or implied warrants, the Supplier warrants, for
a period of one (1) year following the date of shipment, that materials
furnished pursuant to this Purchase Order will be (i) free from defects in
workmanship and material, (ii) free from defects in design except to the extent
that such materials comply with detailed design provided by Buyer, (iii)
suitable for the purposes, if any, which are stated on the face of this Purchase
Order, and (iv) in conformity with all requirements of this Purchase Order.

Materials not meeting the warranties will be repaired or replaced by the
Supplier at no additional cost to Buyer. Any materials or work corrected or
furnished in replacement shall also be subject to all the provisions of these
Terms and Conditions to the same extent as materials initially furnished.


9. MATERIALS AND TOOLS

If Buyer furnishes the Supplier material or equipment, excluding small tools or
pays for the design or manufacture of such material or equipment, title thereto
shall remain or vest in Buyer, and the Supplier shall identify by marking with
Buyer’s company name, maintain and preserve such material and equipment and
shall dispose of it (including scrap) in accordance with Buyer’s direction.
The Supplier shall carry General Comprehensive Insurance for such property.
Buyer has right to withdraw any material, tools or equipment at any time.


10. PROPRIETARY INFORMATION

All written information obtained by the Supplier from Buyer in connection with
this Purchase Order and which is identified as proprietary is received in
confidence and shall remain the property of Buyer, and shall be sued and
disclosed by the Supplier only to the extent necessary for the performance of
this Purchase Order and only after notification of Buyer.


11. SUBCONTRACTS

Supplier shall not subcontract for substantial parts, manufacture of materials,
or performance of the services, if any, called for by this Purchase Order
without Buyer’s prior written approval. In the event Supplier performs or
hires any subcontractor to perform any services in connection with the
materials, such subcontracts shall incorporate by reference the terms and
conditions of this Purchase Order.


12. INSURANCE

In the event Supplier performs or hires any subcontractor to perform any
services in connection with the materials, Supplier shall purchase and shall
cause any subcontractor to purchase and maintain the following insurance during
the time it provides materials or services under this Purchase Order :

 a. General and Commercial Liability Insurance of not less than $2,000,000 per
    occurrence and $4,000,000 aggregate for Premises/Operations, Products and
    Completed Operations, Personal Injury Liability (including death), Fire
    Damage and Broad Form Property Damage.
 b. Commercial Automobile Liability Insurance, including hired and non-owned
    vehicles, if any, shall have limits in the amount of $1,000,000 per
    occurrence and aggregate covering bodily injury and property damage.
 c. Workers Compensation shall provide coverage for statutory benefits required
    by the state in which the work is performed.
 d. Umbrella Liability Insurance of not less than $5,000,000.

Contemporaneously with the execution of this Purchase Order, Supplier shall
deliver to Buyer a certificate of insurance evidencing it has the insurance
coverages listed above. The General Liability, Automobile Liability, and
Umbrella Liability insurance policies shall list the Buyer and its parent and
affiliate companies as additional insureds.


13. COMPLIANCE WITH LAWS

In performance of this Purchase Order the Supplier shall comply with all
Federal, State and Local laws, rules and regulations including, but not limited
to, Occupational Safety and Health Act of 1970, all applicable requirements of
the Fair Labor Standards Act, Equal Opportunity and Affirmative Action Statutes,
and Environmental Protection Statutes and Regulations, to include Executive
Order 11246, as amended, and the affirmative action clauses for the Vietnam
Veterans' Readjustment Assistance Act of 1974, as amended, (38 USC 4212) and
Section 503 of the Rehabilitative Act of 1973, as amended.


14. PATENTS AND COPYRIGHTS

The Supplier will defend, at its own expense, any suit or claim that may be
instituted against Buyer for alleged infringement of patents relating to the
maintenance, sales or use of materials furnished pursuant to this Purchase
Order, except for any such infringement resulting from detailed designs or
packing after the time or place of delivery, or require additional or diminished
work. If any such change causes an increase or decrease in the cost of, or the
time required for, performance of this Purchase Order, an equitable adjustment
shall be reached by agreement of both parties in the contract price or delivery
and completion on dates or both, and this Purchase Order shall be modified in
writing accordingly. Any claim for adjustment under the Article shall
conclusively be deemed to be waived unless asserted in writing, including the
amount of the claim, and delivered to Buyer within thirty (30) days from the
date of receipt by Supplier of the change Purchase Order. Buyer’s engineering
and technical personnel may from time to time render assistance to Supplier
concerning the materials or services to be furnished pursuant to this Purchase
Order, but such personnel are not authorized to change the materials or services
Purchase Ordered or any provision of this Purchase Order. No change Purchase
Order will be binding on Buyer or Supplier unless issued by an authorized
representative whose name shall be set forth in this Purchase Order.


15. INDEMNIFICATION

Supplier shall indemnify Buyer against loss and liability for all personal
injury and property damage caused by materials furnished by Supplier pursuant to
this Purchase Order, except if such damage was caused by the negligence of the
Buyer.

In the event Supplier performs or hires any subcontractor to perform any
services in connection with the materials, Supplier will indemnify and hold
harmless the Buyer, its parent companies, subsidiaries, affiliates, agents,
directors, officers, shareholders and employees from and against all claims,
damages, losses and expenses, including attorney's fees, arising out of or
resulting from the performance of the services, provided that any such claims,
damage, loss or expense is attributable to bodily injury, sickness, disease or
death, or to injury to or destruction of tangible property including the loss of
use resulting therefrom; and is caused in whole or in part by any negligent or
willful act or omission of the Supplier, any of its Subcontractors or agents, or
anyone directly or indirectly employed by any of them or anyone for whose acts
any of them may be liable in the performance of the services.

In any and all claims against the Buyer or any of their agents or employees, by
any employee of the Supplier, any Subcontractor, or anyone directly or
indirectly employed by any of them, or anyone for whose acts any of them may be
liable, the indemnification obligation shall not be limited in any way by any
limitation on the amount or type of damages, compensation or benefits payable by
or for the Supplier or any Subcontractor under Workmen's Compensation Acts,
disability benefit acts or other employee benefits acts.


16. ASSIGNMENT

Supplier shall not assign this Purchase Order or any rights under this Purchase
Order except any monies due or to become due hereunder without the prior written
consent of Buyer, and no purported assignment by Supplier shall be binding on
Buyer without such consent.


17. NOTICE OF DISPUTES AND CLAIMS

Whenever an actual or potential labor or other dispute is delaying or threatens
to delay the timely performance of this Purchase Order. Supplier shall
immediately notify Buyer in writing of all relevant information with respect to
such dispute. Supplier shall also notify the Buyer in writing within 7 days of
any circumstances which may give rise to a claim for additional monies under
this agreement.


18. CHANGES

Buyer may at any time by written change Purchase Order, suspend performance of
this Purchase Order in whole or in part, make changes in drawings, designs,
specifications, method of shipment or any third party acting on behalf of Buyer,
to obtain favorable treatment in securing business or to otherwise obtain
special concession, or to pay for favorable treatment for business secured for
special concessions already obtained.


19. TERMINATION

If (i) Supplier fails to make any delivery in accordance with specified dates or
otherwise fails to comply with this Purchase Order and does not remedy such
failure within a reasonable time after receipt of written notice thereof, (ii)
Supplier fails to make progress to such an extent that performance of this
Purchase Order is endangered, (iii) any proceeding is filed by or against
Supplier in bankruptcy or insolvency, or for appointment for the benefit of
creditors, or (iv) any other breach of this Purchase Order, Buyer may (in
addition to any other right or remedy provided by this Purchase Order or by law)
terminate all or any part of this Purchase Order by written notice to Supplier
without any liability and may purchase substitute materials and services
elsewhere and Supplier shall be liable to Buyer for any excess cost occasioned
Buyer thereby.

If this contract is terminated as provided in this clause, Buyer, in addition to
any other rights provided in this clause, may require Supplier to transfer title
and deliver to Buyer (i) any completed supplies, and (ii) such partially
completed supplies and materials, plans, drawings, information, and contract
rights as Supplier has specifically produced or specifically acquired for the
performance of such part of this contract as has been terminated. Buyer will pay
for reasonable value of materials transferred.


20. WAIVER

The failure of Buyer to insist upon the performance of any provision of this
Purchase Order, to exercise any right or privilege granted to Buyer under this
Purchase Order shall not be construed as waiving any such provision, and the
same shall continue in force.


21. PRIORITY

The terms and conditions of these provisions shall supersede any conflicting
terms of any attached Purchase Order form.


22. GRATUITIES

It shall be deemed a default subject to termination if it is found that Supplier
made, directly or indirectly, any bribes, kick backs, discounts or other
payments, regardless of form, whether in money, property, or services, to any
corporate office or employee or any third party acting on behalf of Buyer, to
obtain favorable treatment in securing business or to otherwise obtain special
concession, or to pay for favorable treatment for business secured for special
concessions already obtained.


23. DOCUMENTATION




24. DRAWINGS

The Supplier shall furnish all drawings electronically in AutoCAD 2016 format.


25. PAYMENT TERMS

TNet 30 days after shipment.