1. DELIVERY. All prices quoted and goods shipped are shipped Ex Works. Title and risk of loss of all goods shall pass to Purchaser when the goods are placed by Seller in possession of a common carrier selected by Seller for shipment to Purchaser. Unless expressly provided by Seller in writing, Seller will insure and declare value. Purchaser shall pay all freight, handling, special handling, delivery and insurance costs for the shipment of goods. Seller may refuse or delay any shipment if Purchaser fails to pay promptly any payments due to Seller. Seller may, at its option, deliver all goods at one time or in portions from time to time, within the time for delivery provided in the order. Purchaser acknowledges that delivery dates provided by Seller are estimates only and that Seller is not liable for failure to deliver on such dates. Special handling charges above include special freight in or other handling charges agreed to between Purchaser and Seller.

2. FORCE MAJEURE. Seller is excused from performance of any obligation and shall not be liable for delays in delivery or for failure to perform, if its failure or delay in performance is caused by events or conditions beyond Seller’s reasonable control, including, without limitation, (i) Acts of God, explosion, flood, lightning, tempest, fire, wash-outs, tornadoes, hurricanes, wind-storms, epidemic, earthquake or accident; (ii) war, hostilities (whether war be declared or not), invasion, act of foreign enemies; (iii) rebellion, revolution, insurrection, military or usurped power or civil war; (iv) riot, civil commotion or disorder; (v) acts, restrictions, regulations, by-laws, refusals to grant any licenses or permissions, prohibitions or measures of any kind on the part of any governmental authority; (vi) import or export regulations or embargoes; (vii) strikes, boycotts, lock-outs or other industrial actions or trade disputes of whatever nature; (viii) any delay, defaults or other failure or refusal to perform of suppliers or sub-contractors; (ix) incompleteness or inaccuracy of any information which is the responsibility of Purchaser to provide; (x) any failure, default, delay in performance, or any act or omission of any nature whatsoever on the part of the Purchaser, or its employees, agents, suppliers or sub-contractors. In the event of any delay, the contractual date of delivery, if any, shall be extended for a period equal to the time lost as a consequence of the delay without penalty to the Seller and such delay in performing or failure to perform shall not constitute a breach of this Agreement Electronic Parts Exchange Inc. (EPE) reserves the right to cancel without liability any order, the shipment of which is or may be delayed for more than 30 days by reason of any such cause.

3. PRICES. Prices shall be specified by Seller and shall be applicable for the period specified in Seller’s quote. If no period is specified, prices shall be applicable for no more than twenty-four (24) hours. Notwithstanding the foregoing, prices and availability shall be subject to change at any time in the event of any change in Seller’s costs, part availability from Seller’s vendors, or other circumstances beyond Seller’s reasonable control. Seller shall notify Purchaser of any changes in price as soon as practicable whereupon Purchaser shall have the option of accepting or rejecting such change, without further liability to Seller. Unless expressly provided by Seller in writing, Purchaser shall pay all freight, handling, special handling, delivery and insurance costs for the shipment of goods, which are in addition to the prices specified by Electronic Parts Exchange, Inc.  (EPE) for the goods or services. In addition, Purchaser shall also pay Seller for testing and inspection services performed by it or other third party selected by Seller.

4. PAYMENT TERMS. a. Purchaser shall pay for the goods in full, without offset or deduction, within the time frame set by Electronic Parts Exchange Inc. (EPE). If no time is set, Purchaser shall pay for the goods no later than 14 days after delivery. For those sales that do not require payment in advance of or upon delivery, if payment is not received by Seller within the period set forth by Seller, Purchaser shall pay to Seller a late payment charge of 1.5% per month on the unpaid balance or the maximum rate of interest allowed by law, whichever is less, such interest to accrue and compound until all outstanding payments are received in full.

b. Time is of the essence with respect to Purchaser’s obligation to pay all invoices in a timely manner. If Purchaser fails to make payment when due, Seller may pursue any legal or equitable remedies, in which event Seller shall be entitled to be wholly indemnified for its costs and attorneys’ fees (whether or not a suit is brought and at trial, appellate and post-judgment levels).

5. NON-PAYMENT

a. If Purchaser fails to make payment when due, Seller may pursue any legal or equitable remedies, in which event Seller shall be entitled to recover for all of its costs and attorneys’ fees, including any pre-litigation, litigation and collection efforts.

b. Until such time as Purchaser makes such payment, Seller shall be entitled at any time to require Purchaser to deliver up the goods to Seller, and if Purchaser fails to do so forthwith, to enter upon the premises of Purchaser or any third party where the goods, in each case at Purchaser’s sole cost and expense.

c. Purchaser shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the goods until all such payments are received by Seller, but if Purchaser does so, all monies owing by Purchaser to Seller (without prejudice to any other right or remedy of the Seller) forthwith becomes due and payable.

d. Seller may assign accounts receivables to any of its affiliates. In order to defray the costs of customer account administration, to the extent any credit balance or other sum owed to Purchaser by Seller which remains unclaimed by Purchaser for a period of eighteen (18) months, the balance or sum will become the property of Seller.

6. ACCEPTANCE Inspection and acceptance of goods shall be Purchaser’s responsibility. Purchaser must notify Electronic Parts Exchange, Inc.(EPE). in writing of any damage, shortage or other discrepancy to products within 7 days after delivery. After the 7th day, Purchaser is deemed to have accepted the products and may not revoke acceptance. See Section 7 regarding returns.

7. RETURNS. Failure of Seller to receive written notice of any such claim within the applicable time period shall be deemed an absolute and unconditional waiver by Purchaser of the claim regardless of whether the facts giving rise to the claim shall have then been discovered or whether processing, further manufacture, other use or resale of goods shall have then taken place. Seller reserves the right to request, and Purchaser shall provide, a failure report* for defective goods that are rejected before a return will be allowed or RMA issued. In order to return or exchange a rejected good, in addition to providing a failure report*, Purchaser must request a Return Material Authorization (“RMA”) from Seller. Purchaser must return to Seller and Seller must receive the damaged or defective goods within fifteen (15) days after Purchaser obtains the approved RMA. *We reserve the right to reinspect and/or reject 3rd party failure reports. No returns of any type will be accepted without an approved RMA number. If Purchaser requests an RMA for goods that are not damaged or defective, Seller may, at its sole and absolute discretion, issue an RMA and may require that Purchaser pay to Seller a 33% restocking fee plus shipping/freight charges as a condition of issuing to Purchaser the RMA. Except as set forth below, Purchaser’s sole and exclusive remedy, and Electronic Parts Exchange Inc. (EPE), Inc.’s sole liability, shall be Electronic Parts Exchange, Inc.(EPE) to, in its sole discretion: (1) replace the products, or (2) refund Purchaser’s purchase price of parts only via credit. Bank fees, shipping charges, and any other additional fees are non-refundable.

8. LIMITED WARRANTY Subject to Section 9, Seller warrants that it has title to the goods and that, to its actual knowledge, the goods generally conform to the description set forth Electronic Parts Exchange, Inc.(EPE). The use of part numbers or other methods of description is for convenience only and does not constitute any representation by Seller with respect to the performance, specifications, fitness of any part of any purpose or adequacy of any design, specification or program provided to Seller by on behalf of Purchaser or manufacturer or supplier. THE FOREGOING WARRANTIES ARE SELLER’S EXCLUSIVE WARRANTIES, AND THE GOODS SOLD UNDER THIS AGREEMENT ARE OTHERWISE SOLD “AS IS” AND “WITH ALL FAULTS.” EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, SELLER MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER RELATING TO THE GOODS, INCLUDING, WITHOUT LIMITATION, THE DESIGN AND CONDITION OF THE GOODS OR THEIR QUALITY, CAPACITY, SUITABILITY, CONSTRUCTION, PERFORMANCE, MARKET OR RESALE VALUE, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. Purchaser acknowledges that Seller is acting solely as a third-party distributor of the goods and that the manufacturer of the goods and/or party from whom Seller purchased the goods shall be responsible for all liabilities, claims, damages, obligations, and costs, (including rework), and expenses relating to the goods distributed by Seller. Purchaser agrees to look solely to the manufacturer for compliance with manufacturer’s warranty and for maintenance, support and/or repair of goods. Seller assigns to Purchaser any warranty delivered to Seller by a manufacturer, or other vendor to the extent the assignment is permitted by the terms thereof. Seller makes no representation, covenant, or warranty with respect to the extent or enforceability of the manufacturer’s warranty. No repair or replacement of goods by Seller or manufacturer shall extend the warranty period of the manufacturer. Seller neither assumes nor authorizes Purchaser or any other person to assume on behalf of Seller any liabilities in connection with the use, sale, or resale of the goods.

9. LIMITATION OF LIABILITY

9.1 Except as otherwise provided, all claims for any defected (non- functional), breach of any warranty, or for any cause whatsoever (whether the claim is based in contract, negligence, strict liability, other tort or otherwise) shall be deemed waived unless made in writing and received by Seller within sixty (60) days after Purchaser’s receipt of goods. See Section 7 regarding returns.

9.2 PURCHASER’S EXCLUSIVE REMEDY FOR BREACH OF THIS AGREEMENT SHALL BE FOR DAMAGES AND, EXCEPT AS OTHERWISE SET FORTH IN SECTION 9.1, SELLER’S TOTAL LIABILITY TO PURCHASER FOR ALL OR ANY LOSSES AND DAMAGES ARISING OUT OF ANY CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE GOODS OR SERVICES PROVIDED BY SELLER (WHETHER THE CLAIM IS BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY) SHALL IN NO EVENT EXCEED THE PURCHASE PRICE

OF THE GOODS IN RESPECT TO WHICH THE CLAIM ARISES FROM OR, AT SELLER’S SOLE AND ABSOLUTE OPTION, REPAIR OR REPLACEMENT OF THE GOODS. IN NO EVENT SHALL SELLER BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES RESULTING FROM ANY CLAIM (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, BUSINESS LOSSES, DAMAGE TO PROPERTY, REWORK COSTS, OR ANY LIABILITY OF PURCHASER TO ITS CUSTOMERS OR THIRD PARTIES). In no event is Seller liable to any third party for any liability, claims, obligations, damages, costs or expenses, including without limitation, any direct, indirect, special, incidental, or consequential damages (including loss of profits, business losses, rework costs, personal property damage, personal injury and death) arising out of or relating to the sale of goods by Seller to Purchaser or any related services provided by Seller. Seller is not liable for, and Purchaser assumes full responsibility for all personal injury and property damage connected with the handling, transportation, possession, processing, repacking, further manufacture, or other use or resale of goods, whether the goods are used alone or in combination with any other material.

9.3 GOODS SOLD BY SELLER ARE NOT DESIGNATED FOR USE IN LIFE SUPPORT, LIFE SUSTAINING, NUCLEAR OR OTHER APPLICATIONS IN WHICH THE MALFUNCTION OF SUCH PRODUCT CAN REASONABLY BE EXPECTED TO RESULT IN PERSONAL INJURY OR CATASTROPHIC PROPERTY DAMAGE. PURCHASER AND ITS CUSTOMERS USING OR SELLING SUCH GOODS FOR SUCH USE DO SO AT THEIR OWN RISK AND AGREE TO FULLY INDEMNIFY SELLER FOR ANY DAMAGE RESULTING FROM SUCH USE OR SALE.

10. TAXES Seller’s prices do not include sales, use, excise or other similar taxes. Accordingly, Purchaser shall pay, in addition to prices specified by Seller, all applicable local, state and federal taxes, including all sales, use, excise or other similar tax, payable with respect to the goods or the transactions contemplated herein, or, alternatively, provide Seller with tax exemption or resale certificate(s) acceptable to the applicable taxing authorities.

11. INTELLECTUAL PROPERTY/PROPRIETARY RIGHTS Seller disclaims any warranty against infringement with respect to the goods sold pursuant to this Agreement and Seller is not liable with respect to any actual or alleged infringement of any United States or foreign patent, trademark, copyright, mask work right, trade dress, trade secret or similar proprietary rights. Purchaser agrees to indemnify and defend Seller against and hold Seller harmless from any and all damages, liabilities, losses, costs and expenses, including without limitation, attorneys’ fees (whether or not a suit is brought and at every tribunal level including appeals and any enforcement proceedings) relating to any claim, lawsuit or other proceeding or threatened lawsuit or proceeding in which there is a claim that Purchaser’s use, modification or integration of any goods purchased violates the intellectual property rights of any entity or person.

12. INSTALLATION Purchaser is solely responsible for the installation and operation of the goods including, without limitation, obtaining all permits, licenses, or certificates required for the installation or use of the goods.

13. TECHNICAL ADVICE AND DATA Any technical advice offered or given in connection with the use of the goods is an accommodation to Purchaser without charge, and Seller is not liable or responsible whatsoever for the content or use of the advice. Without Seller’s consent, Purchaser shall not use, duplicate or disclose any technical data delivered by Electronic Parts Exchange, Inc. (EPE) or disclosed by Seller to Purchaser for any purpose other than for installation, operation or

maintenance of the goods purchased by Purchaser from Seller.

14. DEFAULT In the event of a default by Purchaser, Seller shall have all the rights and remedies provided under the Uniform Commercial Code as adopted in the State of Massachusetts, which shall be cumulative with one another and with any other remedies that Seller might have in law and equity, under any agreement of any type or, without limitation, otherwise. The waiver by Seller of any breach of these terms and conditions including default in any payment shall not constitute a waiver of any succeeding breach or default. The exercise or failure to exercise any remedy shall not preclude the exercise of that remedy at another time or any other remedy at any other time. No action, regardless of type, arising out of, or in any way connected with the goods furnished or services rendered by Seller to Purchaser, may be brought by Purchaser more than one (1) year after the occurrence of the facts upon which the cause of action arose. Purchaser shall pay to Seller, on demand, all costs incurred by Seller in enforcing, prosecuting, or defending any provision of this Agreement. For the purpose of this Agreement, “costs” includes, without limitation, the fees, costs, and expenses of experts, attorneys, mediators, witnesses, arbitrators, collection agents, and supersedes bonds, whether incurred before or after demand or commencement of legal proceedings, and whether incurred pursuant to trial, appellate, mediation, bankruptcy, arbitration, administrative or judgment-execution proceedings.

15. INTEGRATION AND ASSIGNMENT This Agreement records the final, complete and exclusive agreement between the parties with regard to the subject matter addressed in it and supersedes any and all prior or contemporaneous oral or written agreements between them regarding the same. No course of prior dealings between the parties and no usage of the trade is relevant to supplement or explain any term used in this Agreement nor is acquiescence in a course of performance rendered under this Agreement relevant to determining the meaning of this Agreement even though the accepting or acquiescing party had knowledge of the nature of performance and opportunity for objection. An amendment or modification of this Agreement will be valid and effective only if it is in writing and signed by both Purchaser and Seller. Any assignment by Purchaser of this Contract or any rights in it, without Seller’s advance written consent, shall be void.

16. EXPORT CONTROLS The sale, resale or other disposition of the goods and any related technology or documentation are subject to export control laws, regulations and orders of the United States and may be subject to the export and/or import control laws and regulations of other countries. Purchaser agrees to comply with all such laws, regulations and orders and acknowledges that it shall not directly or indirectly export and/or divert any goods to any country to which such export or transmission is restricted or prohibited. Purchaser acknowledges its responsibility to obtain any license to export, re-export or import as may be required. The goods are not to be resold or transferred without direct approval from Seller. The use of the goods in the design, development, production or use of missiles or in any activities related to nuclear, chemical or biological weapons is strictly prohibited. Customer shall hold Electronic Parts Exchange, Inc.(EPE). harmless from any damages, liabilities, costs and expenses relating to any lawsuit, threatened lawsuit or other proceeding arising out of a breach or threatened breach of any export/import laws or regulations.

17. PURCHASER TERMS AND CONDITIONS Goods furnished by Seller to Purchaser are sold only on the terms and conditions stated in this Agreement. Notwithstanding any term or condition on any document of Purchaser, the information and conditions in this Agreement govern and are binding on Purchaser and Seller. Any different or additional terms or conditions contained on Purchaser’s purchase order, invoice, confirmation, or any other issued by the Purchaser are specifically objected to by Seller. Seller’s performance of any contract is expressly made conditional on Purchaser’s agreement to Seller’s terms and conditions contained in this Agreement. Commencement of performance or delivery shall be for Purchaser’s convenience only and shall not constitute acceptance by Seller of Purchaser’s terms and conditions. If a contract is not earlier formed by mutual agreement between Purchaser and Seller, acceptance of any goods or services by Purchaser shall constitute acceptance by Purchaser of the terms and conditions herein.

18. LEGAL PROCEEDINGS The validity, enforcement, construction, and interpretation of this Agreement are governed by the laws of the State of Massachusetts and the federal laws of the United States of America, excluding the laws of those jurisdictions pertaining to resolution of conflicts of laws of other jurisdictions. The parties expressly exclude the applicability of the United Nations Convention on Contracts for the International Sale of Goods. Seller and Purchaser (a) consent to the exclusive jurisdiction of the state and federal courts having jurisdiction over the City and County of Salem, Essex and (b) waive any defense, whether asserted by motion or pleading, that venue in these courts is improper or an inconvenient venue.

19. GENERAL All agreements, covenants, conditions, and provisions contained herein shall apply to and bind the permitted assignees and successors in interest of Purchaser. If any provision of this Agreement is held to be invalid, illegal, unconscionable, or unenforceable, that provision will be considered separable from the remaining provisions of this Agreement, will be reformed, and enforced to the extent that it is valid and lawful, and will not affect the validity, legality, or enforceability of any other provision of this Agreement. The captions used herein are for the convenience of the parties only and shall not affect the construction or interpretation hereof. Nothing in this Agreement, whether express or implied, is intended or should be construed to confer upon or grant to, any person, except Purchaser and Seller, any claim, right or remedy under it.

These terms and conditions (the “Agreement”) govern all orders placed by Buyer for goods and services from you, (the “Seller”). The order to which these terms and conditions apply is Buyer offer to Seller and becomes a binding contract, subject to these terms and conditions, when accepted by acknowledgement or commencement of performance by Seller. Buyer objects to all additions, exceptions, or changes to these terms, whether contained in any printed form of Seller or elsewhere, unless expressly approved by Buyer in writing. To the extent there are any inconsistencies between these terms and those written on the order, the order will control. Notwithstanding the foregoing, any separate warranty or promise set forth in any instrument provided by Seller that provides greater warranty protection than contained in these terms shall be binding on Seller. If this order cannot be fulfilled as agreed it shall become void automatically unless this period is extended by Buyer, in writing.

1. CONTROLLING LAW. The purchase order is to be construed and interpreted according to the laws of the State of Massachusetts, excluding its conflict of law provisions. The federal and state courts within Massachusetts and the City of Salem and Essex County and immediately surrounding counties shall have exclusive jurisdiction into adjudicate any dispute arising out of this agreement. The provisions of the United Nations Convention on Contracts for the International Sale of Goods shall not apply to any order. The prevailing party in any legal action or arbitration brought to enforce the purchase order or any of its terms shall be entitled to reasonable attorney’s fees, court costs, fees, and expenses.

2. PRICE & INVOICING. Unless otherwise specified, the prices stated on this order include all charges for packing, handling, storage. Sales and use taxes not subject to exemption shall be stated separately on Seller’s invoice. INVOICES FOR GOODS OR SERVICES PURCHASED HEREUNDER SHALL CONTAIN THE FOLLOWING INFORMATION (A) BUYER’S PURCHASE ORDER NUMBER; (B) ITEM NUMBERS, (C) DESCRIPTION OF GOODS OR SERVICE, (D) QUANTITIES, (E) UNIT PRICES (USD), (F) SHIPPING DATES, (G) TRACKING NUMBER, AND (H) TIME AND MATERIAL CHARGES AND SUBCONTRACT CHARGES, IF APPLICABLE. ALL INVOICES SHALL BE SENT TO INFO@EPECOMPONENTS.COM .

3. DELIVERY. All orders shall be acknowledged promptly with a definite shipping date shown. Shipments shall be made to arrive no later than the delivery date shown on our Purchase Order. If any goods are not delivered by the designated delivery date, Buyer, in addition to other remedies provided by law, may either (i) refuse to accept such goods and cancel this order without penalty or cost or (ii) cause Seller to ship the goods by the most expeditious means of transportation with transportation charged to Seller’s account. However, Seller shall not be liable for delays in delivery or failure to manufacture or deliver due to acts of God, acts of civil or military authorities, Governmental priorities, fires, strikes, floods, epidemics, war, or riot, provided that the cause for such delay is reported in writing to Buyer within seven (7) days from the time commencement of such delay. Seller shall not deliver goods more than (5) days prior to the scheduled delivery date unless authorized in writing by Buyer. Late Deliveries without written notification can affect your approval status on our AVL. Seller shall bear the risk of loss or damage to the goods covered by this order until they are delivered to and accepted by Buyer.

4. PACKAGING AND SHIPPING INSTRUCTIONS. All goods shall be suitably packed and properly marked (including notice of hazardous substances) or otherwise prepared for shipment so as to secure the lowest transportation rates and to meet carrier’s requirements. Shipments shall be shipped via carrier listed on the Purchase order. PACKING LIST DELIVERED WITH THE ORDERED PRODUCT SHALL HAVE: SELLER NAME AND ADDRESS, BUYER SHIP TO ADDRESS, BUYER PURCHASE ORDER NUMBER, BUYER PURCHASE ORDER LINE NUMBER, PART NUMBER ORDERED, ITEM DESCRIPTION, QUANTITY BEING SHIPPED, SERIAL NUMBER IF APPLICABLE, SHELF LIFE, DATE OF MANUFACTURE AND EXPIRATION DATE, MANUFACTURE BATCH OR LOT NUMBER, COUNTRY OF ORIGIN, NO PRICING OR COST INFORMATION, HTS CODE, AND HAZARDOUS UN NUMBER IF APPLICABLE. Seller shall ensure that all items are correctly classified on the bill of lading to obtain minimum freight rates. All goods must be shipped using ESD compliant packaging standards. Materials that are Age Sensitive: Seller shall provide original manufacturing/cure date, and lot number(s), and the shelf-life expiration date (if indefinite or unlimited, so state). Seller shall physically identify the shelf-life expiration date on the deliverable product or the unit packaging according to the applicable standard. In addition, Seller shall forward any special storage/handling instructions to Buyer. Seller is responsible to determine if acceptance test report submittal is required in accordance with applicable material specification. Date sensitive materials must have at least 85% of their active life remaining at the time of shipping to Buyer.

5. COUNTRY OF ORIGIN REQUIREMENT: All items must list the County of Origin, (where the parts were manufactured), and if requested the seller will provide a Certificate of Origin which meet the requirements of the various Free Trade Agreements which the US are signatories to, The FTA are Australia, Bahrain, CAFTA-DR, Chile, Colombia, Israel, Jordan, South Korea, Morocco, NAFTA, Oman, Panama, Peru, and Singapore. Please ensure if exporting product to the United States the correct Country of Origin, (country of manufacture), is identified on the shipping paperwork. If Country of Origin is China, Buyer must be notified on confirmation of your PO or any customs tariff fees will incur a chargeback.

6. PART REQUIREMENTS

Part Conditions are defined as follows:

Factory New – Unused material purchased from the Original Equipment Manufacturer (OEM), an authorized distributor, franchise, or other qualified source. This material will include trace to the original manufacturer and shall be free of any cosmetic defects New Surplus – Unused material purchased as excess inventory that may or may not possess traceability or original package*. This material shall not show evidence of prior assembly or use, but may exhibit signs of handling and storage, and age deterioration.

Refurbished – Used material that has been reworked/refurbished to ensure functionality. This may include material; removed from a circuit board or socket, re-tinned, re-balled, etc.

7. MANUFACTURER’S CERTIFICATION when required on order it must be provided. This information will certify that the product was manufactured in accordance with the drawings & specifications approved by the manufacturer.

8. CERTIFICATE OF CONFORMANCE MUST BE PROVIDED. This information will certify that the product was manufactured in accordance with the drawings & specifications approved by the manufacturer. The certification statement must be signed and may be at the bottom of the packing list. A standard certification can be on a separate page that is referenced back to the packing list. All handwritten data must be initialed and dated by the person doing the writing.

9. ACCEPTANCE / INSPECTION. All goods shall be received subject to Buyer inspection, testing, approval, and acceptance, notwithstanding any prior payment for such goods. Product will be subjected to Buyer Counterfeit Mitigation Testing which includes as applicable/or required: External Visual Inspection • Dimensional • Resistance to Solvents • Electrical Testing • Radiological (X-Ray) Inspection • Programming Testing • Delid/Decapsulation Internal Analysis (destructive) • Solderability Testing (destructive). Goods rejected by Buyer as non-conforming to the purchase order or goods specifications, whether provided by Seller or the manufacturer, may be returned to Seller at Seller’s risk and expense and, at Buyer’s request, shall immediately be replaced, purchase price refunded, or credit given, at the option of Buyer. Buyer or its customer reserve the right to designate requirements for test, inspection and verification (including production process verification), including the use of statistical techniques for product acceptance and related instructions for acceptance by the organization. Seller should be prepared to provide inspection/verification, investigation, or auditing documents.

10. NON-CONFORMING PRODUCT, PROCESSES, OR SERVICES. Seller shall notify Buyer of non-conforming processes, products, or services that it discovers during the fulfillment of this purchase order and arrange with Buyer in advance of shipment for Buyer’s express approval of disposition before any such items are shipped to Buyer.

11. COUNTERFEIT/SUSPECT PARTS. The seller shall not deliver and shall prevent the use of suspect, fraudulent, or counterfeit parts to buyer under this purchase order.

 Inspection requirements – Seller shall establish and implement inspection activities necessary to assure the authenticity of purchased product, including:

Traceability and documentation verification

Visual Examination: The Seller shall prepare and have records evidencing inspections performed and conformance of the product to specified acceptance criteria.

Supply Chain Traceability – In the case of an investigation Seller should be capable of providing full traceability for the parts being purchased back to the manufacturer of electronic parts. This traceability method shall clearly identify the name and location of all of the supply chain intermediaries from the manufacturer to the direct source of the product for the seller and shall include the manufacturer’s batch identification for the items. If suspect or counterfeit parts (remarked, sanded, not original die, or any other counterfeiting method) are furnished under this order or are found in any of the goods delivered hereunder, such items shall be impounded by Buyer. We reserve the right to confiscate the parts, destroy them, or turn them over to the US Government or local authorities. Buyer reserves the right to withhold payment for the items pending the results of the investigation. Seller shall, at its own expense, promptly replace such counterfeit parts with parts acceptable to the Buyer and Seller shall be liable for all costs related to the removal and replacement of said parts, including but not limited, to shipping fees, testing fees, rework costs, & legal costs.

12. CHANGES OR SUBSTITUTIONS Seller must notify the organization of changes to products, services, or processes including changes of their external providers or location of manufacture. No substitutions or changes in goods ordered shall be permitted without written authorization. Seller has the right to reject product that does not meet purchase order requirements.

13. QMS REQUIREMENT: Seller shall implement a Quality Management System that ensures applicable requirements are adhered to and to prevent the shipment of suspected unapproved, unapproved, and counterfeit parts.

14. CUSTOMER DESIGNATED OR APPROVED EXTERNAL PROVIDERS – Seller shall use buyer designated or approved external providers that have the capabilities to meet requirements including flow down requirements.

15. RIGHT OF ACCESS. Seller and its subcontractors shall provide right of access to Buyer, its customers and regulatory authorities to all facilities involved in the performance of the manufacture or supply of the goods or services ordered hereunder and to all records of Seller or its subcontractors applicable thereto, including on -site audits if required.

16. RECORD RETENTION REQUIREMENTS– Seller is to retain all records for a period of 10 years from the date of order. This includes but not limited to COC’s, test reports, incoming inspection, supplier traceability, airworthiness certificates, authorized release certificates, supply chain traceability, manufacturer certs, etc. as applicable. Notify Buyer prior to the destruction of any records pertaining to the quality of product supplied including but not limited to: test reports, calibration records, production records, sub-tier supplier certificates of conformance.

17. TOOLS, DRAWINGS, MATERIALS, ETC. Seller shall use all designs, tools, jigs, patterns, drawings, information, equipment, and other items (“items”) furnished by Buyer only in the production of the goods or performance of services called for herein. The organization shall exercise care with property belonging to customers or external providers while it is under the organization’s control or being used by the organization. The organization shall identify, verify, protect, and buyers’ property provided for use or incorporation into the products and services. Buyer makes no warranty, express or implied, concerning the accuracy of any of the items it furnishes. All work must be in strict accordance with specifications, regardless of any deficiency in items supplied by Buyer. Title to all items furnished shall remain with the Buyer, and upon completion or termination of this order all items shall be returned to Buyer or disposed of in accordance with Buyer’s directions. When the property of a buyer is lost, damaged, or otherwise found to be unsuitable for use, the organization shall report this to the buyer and retain documented information on what has occurred. Seller shall assume all risk of loss of the items or damage to persons or property (including to the items) resulting in any way from Seller’s possession or use of the terms, and Seller agrees to hold Buyer harmless from all Claims due to injury or damage to any person or property resulting directly or indirectly from the Items or use thereof.

18. WARRANTY. Seller provides the following warranties to Buyer, its affiliates and customers regarding goods or services furnished to Buyer, which warranties shall survive any delivery, inspection, acceptance, payment, or resale of the goods or service: Goods do not and will not infringe any party’s intellectual property rights; Seller has the necessary right, title, and interest to provide the goods and services to Buyer, and the goods and services will be free of liens and encumbrances; Goods are genuine, new, original, un-pulled, un-programmed, solderable, without bent or formed leads, test dot or other 3rd party markings, are contained in the original manufacturer’s packaging, marked with all original part number markings and codes, and of the grade and quality specified in accordance with all manufacturer or other specifications; All products have date codes no later than 12 months old, unless expressly stated otherwise in the purchase order; All programmable devices are free of all pre-programming; For any goods that have a shelf life, such goods will have the greater of (i) 80% of its shelf life or (ii) two (2) years of shelf life remaining at the time of shipment.; Seller expressly warrants that the goods or services ordered (i) shall be merchantable; (ii) shall conform to the order, to specifications, drawings, and other descriptions referenced in the order, and to any accepted samples; (iii) shall be free from defects in materials and workmanship; (iv) shall be free from defects in design unless the design was supplied by Buyer; and shall be fit and safe for the intended purposes. Except for the warranties set forth in compliance with environmental and other regulations, all of which shall have the maximum warranty period allowed by law, the warranties herein shall extend for the longer of (i) one (1) year from Buyer’s receipt of the goods, or (ii) the warranty period provided by the manufacturer.

19. INDEMNIFICATION. Except as otherwise expressly limited herein, Seller agrees to indemnify, defend and hold Buyer, its officers, directors, employees, representatives, affiliates, and its customers harmless from and against any and all claims, actions, losses, costs, damages (including reasonable attorney’s fees), penalties and fines they may suffer or incur arising from or as a result of (a) infringement of the intellectual property or proprietary rights of others; (b) personal injury or property damage caused by the goods; (c)breach of Seller’s warranties and representations herein as relating to the goods, including, without limitation, defects, conformance or environmental compliance.

20. ASSIGNMENT. No assignment of an order or of any moneys due or to become due there under shall be binding upon Buyer until its written consent to the assignment is obtained. Payment to any assignee of any claim under an order shall be subject to set-off or recoupment for any present or future claim or claims which Buyer may have against Seller.

21. SETOFF. Any counterclaim against Seller or any of its related entities by Buyer or any of its related entities which arise out of this, or any other transaction may be set off against any money due Seller under an order.

22. MODIFICATION No modification or amendment shall be effective unless made in writing, dated and signed by duly authorized representatives of both parties. Usage of trade, course of performance, and course of dealing cannot supplement or modify the written terms of this order. Buyer reserves the right and Seller agrees to accept reasonable changes to this order, including changes as to packing, testing destinations, specifications, designs, and delivery schedules, but changes shall be authorized only by Buyer’s written release order. Buyer’s (a) failure to insist on strict performance of any term or condition hereof or (b) failure or delay to exercise any right or remedy provided herein or by law or properly to notify Seller in the event of breach or (c) acceptance of or payment for goods hereunder or (d) approval of any design shall not release Seller from any of the warranties or obligations of this order and shall not be deemed a waiver of any right of Buyer to insist upon strict performance hereof or of any of its rights or remedies as to any prior or subsequent default hereunder nor shall any purported oral modification or rescission of this purchase order by Buyer operate as a waiver of any term or condition here expressly to apply to the goods or services ordered herein, in the event of a conflict the provisions of the agreement shall control only for those goods and services contemplated both by this order and the agreement. In the performance of work hereunder, Seller and its sub contactors shall comply with all applicable federal, state and local laws and rules and regulations and shall furnish evidence of such compliance as required by Buyer. Nothing in this order or any acceptance hereof shall constitute Seller or any of its officers, directors, or employees as Buyer’s agent, legal representative or employee.

23. CONFIDENTIAL. The Seller shall not disclose any detail connected with any order, (except for the benefit of Buyer), to any third party without first obtaining the written consent of Buyer.

24. BREACH. If Seller fails to perform or comply with any provisions of any order, Buyer may cancel the order in whole or in part and may consider such failure or non-compliance as a breach of this contract. Buyer expressly retains all its rights and remedies provided by law in the case of such breach, and no action by Buyer shall constitute a waiver of any such right or remedy.

25. INSOLVENCY. In the event of the institution of any proceedings by or against either party in bankruptcy or insolvency or under any provisions of the Bankruptcy Act or for the appointment of a receiver or trustee or an assignment for the benefit of creditors of either party, the other party may terminate this order without further cost or liability.

26. CODE OF CONDUCT: Seller shall be dedicated to identifying and reducing the environmental impact of its operations, activities and products and committed to comply with all applicable laws and other regulatory requirements concerning the environment. Seller shall promote a sustainable development and strive to prevent undesirable impacts on the environment and their employees. Seller shall comply with certain business and ethical standards, as well as the laws of their countries and all other applicable laws, rules and regulations.

27. DATA PROTECTION: Implement and maintain administrative, physical, and technical safeguards(“Safeguards”) that meet or exceed relevant industry standards and that protect the security and privacy of Personal Information. Seller will not permit access to Personal Information except to those who need to know it in order to perform under this agreement, and will ensure that any third party accessing Personal Information protect it with Safeguards at least as strong as Seller’s Safeguards

28. ENVIRONMENTAL LAWS: Seller expressly warrants that the goods conform to all manufacturer or other agreed to specifications, including, without limitation, compliance with substance prohibitions and restrictions set out in EU Directive 2002/95/EC, 2011/65/EU, 2015/863, Restriction on Hazardous Substances (RoHS), REACH(SVHC), TSCA, and any other related or similar, implementing laws, rules, regulations, standards and restrictions within the United States, the European Community, China or other countries unless otherwise authorized.

29. CONFLICT MINERALS POLICY. On August 22, 2012, the Securities and Exchange Commission adopted Section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Conflict Minerals Law”). The Conflict Minerals Law requires all publicly traded companies to report annually to the SEC whether they use Conflict Minerals including gold, wolframite, casserite, columbite-tantalite and their derivative metals, which include tin, tungsten, tantalum and any other compounds designated by the U.S. Secretary of State. Suppliers are expected to provide all necessary due diligence information to confirm that all material supplied to Direct are Conflict-free. Sellers are expected to pass this requirement onto their supply chain.

30. EQUAL EMPLOYMENT OPPORTUNITY. This contractor and subcontractor shall abide by the requirements of 41 CFR 60-1.4(a), 60-300.5(a) and 60- 741.5(a). These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities and prohibit discrimination against all individuals based on their race, color, religion, sex, sexual orientation, gender identity or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, sexual orientation, gender identity, national origin, disability, or veteran status.

31. EXPORT COMPLIANCE. Seller acknowledges Seller’s obligation to control access to technical data and equipment under applicable worldwide export laws and regulations and agrees to adhere to such laws and regulations and conditions of any licenses issued in connection with any technical data or equipment received under the Buyer’s Purchase Order. Seller is responsible for obtaining required export licenses or other approvals from the government of the country of origin. Seller will inform Buyer in advance if any product is or contains any technical data or parts that is controlled or restricted for export by any government agency. Seller represents and warrants that Seller is not designated on, or associated with, any party designated on any government restricted parties list, including without limitation, the U.S. Commerce Department Bureau of Industry and Security (“BIS”) Denied Persons List and Entity List or Unverified List, the U.S. Treasury Department Office of Foreign Assets Control (“OFAC”) Specially Designated Nationals and Blocked Persons List, the U.S. State Department Directorate of Defense Trade Controls (“DDTC”) Debarred Parties List and Nonproliferation Sanctions list, the United Nations Security Council Sanctions list, the Australia Consolidated list, the Canadian Restricted Entities list, the EU Financial Sanctions and UN Sanctioned Countries lists, and the World Bank List of Debarred Firms. The Seller shall indemnify the Buyer for all liabilities, penalties, losses, damages, costs and/or expenses that may    imposed on, or incurred by, the Buyer in connection with any violations of these export control laws and regulations by the Seller. Seller represents and warrants that it is not and will not be at any time during the performance of this purchase order, listed or named on, or affiliated with a party listed or named on, the “Excluded Parties List System” or “EPLS,” as described in the Federal Acquisition Regulations (currently Section 9.404). In the event of a violation of this representation, without limiting its other rights and remedies, Buyer reserves the right to terminate this purchase order without penalty. As of the date of sale to Buyer, Seller shall immediately advise Buyer’s purchasing representative in writing if Seller is unable to make any warranty or representative set forth above for any item covered by this order. Do not ship such to Buyer unless instructed to do so in writing by Buyer’s purchasing representative

32. ENTIRE AGREEMENT. The purchase order and these terms and conditions contain the entire understanding between Buyer and Seller with respect to the subject matter of the order and supersede all prior agreements. No waiver of any breach of these terms shall be held to be a waiver of any other or subsequent breach. Buyer’s rights and remedies herein are in addition to any other rights and remedies provided by law or in equity