JANICKI INDUSTRIES.

Purchase Order Terms & Conditions

Non-disclosure Agreement for Customers

1. ACCEPTANCE: These terms and conditions and the documents referred to herein govern all Purchase Orders ("Orders") issued by Janicki Industries to the Supplier identified on each Order. Fulfillment of any part of an Order, or any other conduct by Supplier which recognizes the existence of a contract pertaining to the subject matter of such Order, shall constitute acceptance by Supplier of such Order and all of the terms and conditions included or referenced on this page (the "Contract Terms"). Janicki Industries objects to any terms proposed in Supplier's proposal, sales note, acknowledgment or other form of acceptance of Janicki Industries' offer which add to, vary from, or conflict with the Contract Terms. Any such proposed terms shall be void and the Contract Terms constitute the complete and exclusive statement of the terms and conditions between Supplier and Janicki Industries. The Contract Terms may be modified only by a written instrument executed by authorized representatives of both Supplier and Janicki Industries. If an Order has been issued by Janicki Industries in response to Supplier's offer and if any of the Contract Terms add to, vary from or conflict with any terms of Supplier's offer, then the issuance of the Order by Janicki Industries shall constitute an acceptance of Supplier's offer subject to the express conditions that Supplier assents to the additional, different and conflicting Contract Terms and acknowledges that the Order and these Contracts Terms constitutes the entire agreement between Supplier and Janicki Industries with respect to the subject matter hereof and the subject matter of Supplier's offer. Supplier shall be deemed to have so assented and acknowledged unless Supplier notifies Janicki Industries to the contrary in a writing signed by Supplier's authorized representative within ten (10) working days of receipt of the Order.

2. TERMINATION: Janicki Industries may terminate for convenience at any time by written notice any Order, or its obligation to purchase any products or services from Supplier. If an Order is terminated for convenience, then the termination date shall be not less than 3 days from the date of notice, unless otherwise mutually agreed to by the parties. Janicki Industries shall pay for any products delivered or services performed prior to the date that termination becomes effective (on a pro rata basis if Janicki Industries has paid in advance any fees covering a fixed period of Services). Unless Janicki Industries has requested and received a refund in respect of any undelivered product(s) or terminated services, it shall be entitled to the delivery of all product(s) and completion of all services for which it has paid prior to the effective date of the termination. In addition to any other remedy provided at law or equity, either party shall have the right to terminate or cancel an Order, and any obligation to purchase, sell or provide a product or service, in the event the other party (a) fails to comply with any condition of the Order or any related Agreement, and such failure is not remedied within thirty (30) days after written notice thereof has been given to such other party; (b) becomes insolvent, makes an assignment for the benefit of creditors, suffers or permits the appointment of a receiver, trustee in bankruptcy or similar officer for all or parts of its business or assets; or (c) avails itself of or becomes subject to any bankruptcy proceeding under the laws or any jurisdiction relating to insolvency or the protection of rights of creditors.

3. CONFIDENTIALITY: All specifications, documents, artwork, or drawings delivered to Supplier by Janicki Industries, and any other non-public information Janicki Industries discloses to Supplier, remains Janicki Industries' property. The information is provided to Supplier solely for the purpose of Supplier's performance of the Order and on the express condition that neither the Order nor the information contained therein or provided in connection therewith shall be disclosed to others nor used for any purpose other than in connection with the Order without Janicki Industries' prior express written consent. Janicki Industries reserves the right to request that Supplier return all such information to Janicki Industries or destroy it. Supplier's obligations under this paragraph shall survive the cancellation, termination or other completion of the Order.

4. WARRANTY: Supplier expressly warrants that all products and services supplied to Janicki Industries by Supplier as a result of an Order shall conform to the specifications, drawings or other description upon which the Order is based, shall be fit and sufficient for the purpose intended, merchantable, of good material and workmanship, free from defects and free and clear of all liens or encumbrances. Inspection, testing, acceptance or use of the goods by Janicki Industries shall not affect Supplier's obligations under this warranty, and such warranty shall survive inspection, testing, acceptance and use. Supplier agrees to replace or correct promptly defects of any goods or services not conforming to the foregoing warranty without expense to Janicki Industries, when notified of such non-conformity by Janicki Industries. If Supplier fails to correct defects in or replace non-conforming goods or services promptly, Janicki Industries may, after reasonable notice to Supplier, make such corrections or effect cover at Supplier's expense.

5. PRICE: An Order must not be filled at a higher price than shown on the Order. Unless another currency is specified on the order, all monetary amounts are deemed to be expressed in U.S. dollars. If no price is shown, Supplier must notify the Janicki Industries Buyer who issued the Order of the price and his/her acceptance must be obtained in writing before filling the Order. The price shall not in any event be higher than the lowest price Supplier provides to any of Supplier's other customers ordering similar quantities, after taking into consideration all rebates, discounts and allowances. Unless otherwise provided on the Order, delivery of Goods shall be f.o.b. destination and Supplier will not charge for boxing, packing, crating or other charges. Supplier's prices include any and all related customs duty. If Supplier sells products to Janicki Industries, or if the services include provision to Janicki Industries of any deliverables, subject to any customs duty, Supplier's prices include any and all related customs duty.

6. TAXES: Janicki Industries will not be liable for any taxes with respect to an Order, except for sales, use, retailers occupation, service occupation, excise, ad valorem, value added, or consumption taxes imposed by any governmental authority for the purchase of the products Supplier supplies, which Supplier is required by law to collect from Janicki Industries. Supplier shall not collect or remit, and Janicki Industries shall not be liable for, any such taxes if Janicki Industries has provided Supplier with a tax exemption certificate. Janicki Industries also will not be liable for any taxes of any nature based on the income of Supplier. If Janicki Industries is required by the law of any jurisdiction to withhold any taxes, duties, fees, levies, or charges ("Withholding Taxes") from any fees or other charges (including reimbursement of expenses) paid to Supplier, Janicki Industries will be entitled to deduct the amount of such Withholding Taxes from the amount of such fees or other charges (including reimbursement of expenses). If Supplier is either exempt from withholding or entitled to a reduced rate of withholding pursuant to a tax treaty or other applicable law, and provides Janicki Industries with adequate documentation of such exemption from or reduced rate of withholding, Janicki Industries will be entitled to withhold only such Withholding Taxes from which Supplier is not exempt. In case of doubt by Janicki Industries as to Janicki Industries' liability for any such tax, Supplier shall allow Janicki Industries, at Janicki Industries' expense, to assume control of any litigation or proceeding relating to the determination and settlement of such tax. Janicki Industries shall, upon final settlement of such litigation and proceeding, reimburse Supplier for any tax owing including in the amount to be reimbursed, any interest charges and penalties accruing thereon.

7. INVOICES: Supplier agrees to issue invoices referencing the Order number, line number (where applicable), release number (where applicable), item number, description of items, sizes, quantities, unit prices and extended totals. If an Order contains more than one item, Supplier's invoice will make the proper reference. Taxes, if any that are to be collected by Supplier shall be stated separately and shall be remitted by Supplier to the appropriate taxing authority. All invoices shall comply with the requirements of each relevant taxing authority and shall contain data and registration numbers that will enable Janicki Industries to obtain appropriate credit for any Taxes charged.

Failure to comply with the above may result in delayed payment or returned invoices.

8. PAYMENT: As full consideration for Supplier's satisfactory provision of the products or performance of the services, Janicki Industries will pay Supplier's invoice not later than sixty (60) days following Janicki Industries' receipt of said invoice unless otherwise indicated in supplier agreement. Janicki Industries' payment of any such invoice shall constitute full and complete satisfaction of any and all actual and potential fees for the billing period covered by the invoice. Partial payments will not be made, unless Janicki Industries agrees otherwise in writing. All payment terms will be calculated based upon date of receipt (of products or services) or invoice (whichever is later) and payment terms will be considered satisfied based upon date of postmark of payment, or if EFT payment, date of transmission. Janicki Industries shall receive invoices within three (3) business days of invoice date.

9. PRESUMPTIONS: Supplier shall be conclusively presumed to have waived Supplier's right to receive payment for products or services covered by any Order if Supplier has not submitted an invoice for the products or services within one (1) year of the date of the Order. Supplier's submission of an invoice shall give rise to a presumption that the charges are the full amount Supplier is due for the products or services listed on or referred to in the invoice for the purpose of determining the existence of any underpayment. Supplier may submit supplemental invoices only if accompanied by a photocopy of the original invoice and documentation acceptable to Janicki Industries that establishes the validity of Supplier's claim for underpayment. Supplier waives any claim for underpayment if a supplemental invoice and supporting documentation have not been furnished within the earlier of (i) one (1) year after the Delivery Date or performance of the services covered by the supplemental invoice, or (ii) three (3) months after the date of submission of the original invoice.

10. FORCE MAJEURE: Neither party shall be liable for a delay in performance of its obligations and responsibilities under this Order due to causes beyond its control, and without its fault or negligence, such as but not limited to war, embargo, national emergency, insurrection or riot, acts of the public enemy, fire, flood or other natural disaster, provided that said party has taken reasonable measures to notify the other promptly in writing, of delay (but in any event, within 72 hours of the force majeure event). Time is of the essence of this Agreement, and should Supplier fail to comply with Janicki Industries' delivery schedule or otherwise fail to comply with its obligations hereunder, Janicki Industries may terminate this Order without liability. Failure of subcontractors or inability to obtain materials shall not be considered as a force majeure delay.

11. INTELLECTUAL PROPERTY: If Supplier provides to Janicki Industries any development, consulting, analysis, design, computer programming, installation, testing, conversion, implementation, training, technical writing and any other services resulting in the creation or modification of any computer programs, firmware, schematics, flowcharts, drawings, specifications, documentation, reports, recommendations or other writings, information or material embodied in a tangible medium, the terms and conditions of Janicki Industries' Specifications A-1 (Terms for Development and Professional Services) shall apply to that Order. Janicki Industries shall retain a copy of the version of Specifications A-1 that was in effect at the time each Order was placed and records showing the effective dates of each version.

12. INDEMNITY: Supplier shall, at Supplier's sole cost and expense, release, defend indemnify and hold directors, officers, agents, employees, and shareholders harmless from and against all claims, demands, disputes, complaints, causes of action, suits, losses and damages (including attorneys' fees) of any kind to the extent they in any way relate to or arise, in whole or in part, due to (a) subcontractors, or agents or the employees of any thereof, in the performance of this Order or any breach or default hereunder or (b) a claim that the goods or services Supplier provides are dangerously defective, or (c) a claim that Supplier's products or services, or any part thereof, infringes a patent, copyright, trademark, trade secret or other intellectual or proprietary right of a third party.

13. INSURANCE: Supplier shall be solely responsible for maintaining and requiring Supplier's Assistants to maintain such adequate health, auto, workers' compensation, unemployment compensation, disability, liability, and other insurance, as is required by law or as is the common practice in Supplier's and Supplier's Assistants' trades or businesses, whichever affords greater coverage. Upon request, Supplier shall provide Janicki Industries with certificates of insurance or evidence of coverage from companies meeting an A.M. Best rating of at least A- VII showing that Supplier is covered before commencing performance under this Agreement. Supplier shall provide adequate coverage for any Janicki Industries’ property under the care, custody or control of Supplier or Supplier's Assistants. The Commercial General Liability policy shall name Janicki Industries as an additional insured as its interest may appear, contain a cross liability (severability of interests) provision and be primary and non-contributory to any insurance available or maintained by Janicki Industries. No exceptions to these coverages may be made unless approved in writing by Janicki Industries. Properly endorsed Certificates of Insurance shall be sent to the following address ten (10) days prior to commencement of delivery of any Product or Services, and upon renewal of insurance policies:

Janicki Industries
PO Box 817
Sedro-Woolley WA 98284

14. CONFIDENTIALITY: Supplier will acquire knowledge of Janicki Industries Confidential Information (as defined below) in connection with its performance hereunder and agrees to keep such Janicki Industries Confidential Information in confidence during and following termination or expiration of this Agreement. "Janicki Industries Confidential Information" includes but is not limited to all information, whether written or oral, in any form, including without limitation, information relating to the research, development, products, methods of manufacture, trade secrets, business plans, customers, suppliers, finances, personnel data, Work Product (as defined herein) and other material or information considered proprietary by Janicki Industries relating to the current or anticipated business or affairs of Janicki Industries which is disclosed directly or indirectly to Supplier. In addition, Janicki Industries Confidential Information means any third party's proprietary or confidential information disclosed to Supplier in the course of providing Services or Goods to Janicki Industries. Janicki Industries Confidential Information does not include any information (i) which Supplier lawfully knew without restriction on disclosure before Janicki Industries disclosed it to Supplier, (ii) which is now or becomes publicly known through no wrongful act or failure to act of Supplier, (iii) which Supplier developed independently without use of the Janicki Industries Confidential Information, as evidenced by appropriate documentation, or (iv) which is hereafter lawfully furnished to Supplier by a third party as a matter of right and without restriction on disclosure. In addition, Supplier may disclose Confidential Information which is required to be disclosed pursuant to a requirement of a government agency or law so long as Supplier provides prompt notice to Janicki Industries of such requirement prior to disclosure.

Supplier agrees not to copy, alter or directly or indirectly disclose any Janicki Industries Confidential Information. Additionally, Supplier agrees to limit its internal distribution of Janicki Industries Confidential Information to Supplier's Assistants who have a need to know, and to take steps to ensure that the dissemination is so limited, including the execution by Supplier's Assistants of nondisclosure agreements with provisions substantially similar to those set forth herein. In no event will Supplier use less than the degree of care and means that it uses to protect its own information of like kind, but in any event not less than reasonable care to prevent the unauthorized use of Janicki Industries Confidential Information.

Supplier further agrees not to use the Janicki Industries Confidential Information except in the course of performing hereunder and will not use such Janicki Industries Confidential Information for its own benefit or for the benefit of any third party. The mingling of the Janicki Industries Confidential Information with information of Supplier shall not affect the confidential nature or ownership of the same as stated hereunder. Supplier agrees not to design or manufacture any products which incorporate Janicki Industries Confidential Information. All Janicki Industries Confidential Information is and shall remain the property of Janicki Industries. Upon Janicki Industries' written request or the termination of this Agreement, Supplier shall return, transfer or assign to Janicki Industries all Janicki Industries Confidential Information, including all Work Product, as defined herein, and all copies thereof.

15. OWNERSHIP OF WORK PRODUCT: For purposes of this Agreement, "Work Product" shall include, without limitation, all designs, discoveries, creations, works, devices, masks, models, work in progress, Service deliverables, inventions, products, computer programs, procedures, improvements, developments, drawings, notes, documents, business processes, information and materials made, conceived or developed by Supplier alone or with others which result from or relate to the Services performed hereunder. Standard Goods manufactured by Supplier and sold to Janicki Industries without having been designed, customized or modified for Janicki Industries do not constitute Work Product. All Work Product shall at all times be and remain the sole and exclusive property of Janicki Industries. Supplier hereby agrees to irrevocably assign and transfer to Janicki Industries and does hereby assign and transfer to Janicki Industries all of its worldwide right, title and interest in and to the Work Product including all associated intellectual property rights. Janicki Industries will have the sole right to determine the treatment of any Work Product, including the right to keep it as trade secret, execute and file patent applications on it, to use and disclose it without prior patent application, to file registrations for copyright or trademark in its own name or to follow any other procedure that Janicki Industries deems appropriate. Supplier agrees: (a) to disclose promptly in writing to Janicki Industries all Work Product in its possession; (b) to assist Janicki Industries in every reasonable way, at Janicki Industries' expense, to secure, perfect, register, apply for, maintain, and defend for Janicki Industries' benefit all copyrights, patent rights, mask work rights, trade secret rights, and all other proprietary rights or statutory protections in and to the Work Product in Janicki Industries' name as it deems appropriate; and (c) to otherwise treat all Work Product as Janicki Industries Confidential Information as described above. These obligations to disclose, assist, execute and keep confidential survive the expiration or termination of this Agreement. All tools and equipment supplied by Janicki Industries to Supplier shall remain the sole property of Janicki Industries.

Supplier will ensure that Supplier's Assistants appropriately waive any and all claims and assign to Janicki Industries any and all rights or any interests in any Work Product or original works created in connection with this Agreement. Supplier irrevocably agrees not to assert against Janicki Industries or its direct or indirect customers, assignees or licensees any claim of any intellectual property rights of Supplier affecting the Work Product.

Janicki Industries will not have rights to any works conceived or reduced to practice by Supplier which were developed entirely on Supplier's own time without using equipment, supplies, facilities or trade secret or Janicki Industries Confidential Information, unless (i) such works relate to Janicki Industries' business, or Janicki Industries' actual or demonstrably anticipated research or development, or (ii) such works result from any Services performed by Supplier for Janicki Industries.

16. LIMITATION OF LIABILITY: IN NO EVENT WILL JANICKI INDUSTRIES BE LIABLE TO SUPPLIER OR ANY THIRD PARTY, IN CONTRACT, TORT OR OTHERWISE, FOR ANY LOSS OF PROFITS OR BUSINESS, OR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, ARISING FROM OR AS A RESULT OF THESE CONTRACT TERMS, ANY ORDER OR ANY AGREEMENT BETWEEN THE PARTIES RELATING TO THE PRODUCTS, SERVICES OR DELIVERABLES SUPPLIER PROVIDES, EVEN IF JANICKI INDUSTRIES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

17. CHANGES: Janicki Industries reserves the right to make changes in drawings, designs, specifications, scope of work to be performed, time and place of delivery and method of transportation. If such change is to be made, it will be evidenced in writing by Janicki Industries in the form of a change Order. If any such change has an effect on the price, warranty, delivery date or indemnification provisions of the Order, an equitable written acknowledgement of the effect on the changed provisions shall be indicated on the change Order. Supplier may not make any change in drawings, design specifications, scope of work to be performed, time and place of delivery and method of transportation without Janicki Industries' written Change Order acknowledging the change. Any such Change Orders accepted by Supplier shall be incorporated in and amend the Order. Changes to this Purchase Order shall be communicated between the supplier and Janicki Industries’ Purchasing Department only. Verbal or electronic communications between the supplier and any other entity shall be considered advisory only and shall become official and effective only when incorporated into a revision of the PO. Any quotes, RFQs or ROMS referenced become an integral part of this PO.

18. PACKAGING: Unless otherwise specified, the products Supplier sells to Janicki Industries shall be (a) packed, packaged, marked and otherwise prepared for shipment in a manner which is in accordance with good commercial practice, (b) acceptable to common carriers for shipment at the lowest rate for the particular goods and in accordance with applicable regulations, and (c) adequate to insure safe arrival at the named destination. Supplier agrees to mark all containers with necessary lifting, handling, and shipping information and also Order numbers, date or dates. A packing list must be enclosed in all shipments showing the Order number and exact quantity and description of the goods shipped. Shredded paper, or any other loose type of packaging that would likely pose a FOD (Foreign Object Debris) hazard shall not be used. Foam in place type cushioning is preferred.

19. RISK OF LOSS: Regardless of the method of shipment used, Supplier agrees to deliver all product specified on the Order to the location(s) specified on the Order at Supplier's own risk. Supplier shall bear the risk of loss, destruction or damage until the items are accepted by Janicki Industries.

20. DELIVERY: Time is of the essence. Supplier agrees to comply with Janicki Industries' shipping, delivery, installation or startup schedules (as applicable) without any delay and without anticipating Janicki Industries' requirements, and shall comply with the provisions and follow the procedures outlined in the Janicki Industries Inbound Routing Guide that has been provided separately to Supplier or is available upon request. Shipments must equal the exact amounts identified in the Order and no partial shipments or runt cartons, changes or substitutions in specifications may be made without Janicki Industries’ prior written consent. Janicki Industries’ acceptance of late shipments or partial shipments shall not constitute a waiver of any of Janicki Industries’ rights to collect damages for goods not delivered or for late delivery. Supplier shall report to Janicki Industries any delays in a schedule immediately as they become known to Supplier. Janicki Industries reserve the right to cancel the Order and effect cover if Supplier cannot comply with the schedule(s) indicated on the Order. If dates are not specified on the Order, Supplier shall procure materials, fabricate, assemble and ship goods or provide services only as authorized by shipment releases Janicki Industries issues to Supplier. Janicki Industries may return overshipments to Supplier at Supplier's expense for all packing, handling, sorting and transportation. Janicki Industries may from time to time, and with reasonable notice, suspend schedules specified in the Order or such shipment releases. If it becomes necessary for Supplier to ship by a more expensive mode than specified on the Order in order to meet a schedule, Supplier shall pay any resulting premium transportation cost unless Supplier can establish to Janicki Industries’ satisfaction that the necessity for the change in routing is occasioned by force majeure events.

21. ACCEPTANCE OF PRODUCT: Payment by Janicki Industries for the products or services delivered hereunder shall not constitute Janicki Industries’ acceptance. Janicki Industries retains the right to inspect the products or services performed and to reject any or all of the products or services performed which are in Janicki Industries’ judgment defective, as well as the right to inspect Supplier's manufacturing operations, handling and storage of products and raw material, including the equipment used to manufacture the products. Janicki Industries will give Supplier reasonable notice of any planned Supplier site visit. No inspection or test made prior to final acceptance shall relieve Supplier for defects or other failure to meet the requirements of this Agreement. Products rejected by Janicki Industries and products supplied in excess of quantities called for herein may be returned to Supplier at Supplier's expense. In addition to Janicki Industries’ other rights, Janicki Industries may charge Supplier all expenses of unpacking, examining, repacking, and reshipping such goods. In the event Janicki Industries receive goods whose defects or nonconformity is not apparent on examination, resulting in deterioration of Janicki Industries’ finished product, Janicki Industries reserves the right to require the replacement, as well as payment of any resulting damages. When a shipment is rejected based upon Janicki Industries’ inspection, and such rejection increases the risk of jeopardizing Janicki Industries’ production schedules by reason of the fact that at least some of the products are necessary to meet such production schedules, then Janicki Industries, at its option, may charge Supplier for the reasonable costs of an increased level of inspection up to and including inspection of each of the products comprising such shipment.

22. JANICKI INDUSTRIES PROPERTY: Any material or parts furnished by Janicki Industries intended for use by Supplier in Supplier's execution of Supplier's duties as required by this Order are held by Supplier on consignment. All such materials or parts not used by Supplier in connection with this Order shall be returned to Janicki Industries at Janicki Industries’ expense unless Supplier is otherwise directed in writing. If not accounted for or not returned to Janicki Industries, Supplier shall pay or reimburse Janicki Industries for such materials or parts. All such materials or parts will be kept insured by Supplier at Supplier's expense in an amount equal to the replacement cost with a loss payable to Janicki Industries.

23. ASSIGNMENT/DELEGATION/SUBCONTRACTING: Supplier may not assign, delegate, subcontract or transfer any Order, the work required to be done or any payments to be made hereunder without Janicki Industries’ prior written approval. In the event of agreed delegation or subcontracting, Supplier shall continue to be liable with respect to all of the obligations or liabilities assumed by it hereunder and hereby guarantees satisfactory performance of the Agreement, if any, by its delegate or subcontractor. Supplier shall enter into a written agreement with any permitted subcontractor, which, at a minimum, meets the insurance requirements of these Contract Terms and includes provisions protecting Janicki Industries’ Confidential Information in a manner consistent with the terms of this Agreement. All claims for monies due or to become due from Janicki Industries shall be subject to deduction by Janicki Industries for any setoff or counterclaim arising out of this or any other Orders with Supplier whether such setoff or counterclaim arise before or after such assignment, delegation subcontracting or transfer by Supplier.

24. EXPORT/IMPORT:

1. Any export credits belong to Janicki Industries, and Supplier shall furnish all documents required for international shipments, and upon request, all documents required by Janicki Industries to obtain export credits and customs drawback and remission. Supplier shall include a priced invoice with the master packing slip for international shipments. Upon Janicki Industries’ request, Supplier shall furnish certificates that identify the country of origin of the materials used in the goods Janicki Industries purchase from Supplier and the value added thereto in each country.
2. If the drawing, PO or other contractual data or attachments are marked as falling under the cognizance of 22 CFR parts 120-130, Arms Control, the supplier shall comply with all aspects of the Regulation. This specifically requires registration with the Directorate of Defense Trade Controls (DDTC) per 22 CFR para 122.1 (a). Evidence of such registration must be produced upon request by Janicki Industries.

25. ON-SITE SERVICES: If Supplier performs any services at one of Janicki Industries’ sites, Janicki Industries reserve the right to interview and accept or reject any personnel Supplier provide prior to assignment to Janicki Industries’ facility. Janicki Industries may require any such personnel to pass a drug screening test that Janicki Industries administers. Supplier agrees to employ only competent and skilled personnel to perform the services and shall use all reasonable means to ensure the continued employment of personnel performing services pursuant to this Order. Upon Janicki Industries’ request, Supplier will immediately remove from all facilities and replace any personnel who are unsatisfactory to Janicki Industries for any reason. Supplier warrants that all personnel Supplier assigns to Janicki Industries’ facilities shall have a prior satisfactory work record in a responsible capacity; have no felony criminal record; be in good health without any physical or mental conditions which would prevent the performance of essential functions of the job. If Supplier is or becomes a party to any collaborative bargaining agreement regarding contracted personnel, no provision in that agreement shall be binding upon Janicki Industries, unless otherwise required by law. Supplier further agrees, while Supplier's personnel are on Janicki Industries’ premises, that they will abide by Janicki Industries’ normal rules of work. Proof of American citizenship or Naturalization shall be a pre-requisite for accessing Janicki Properties in an unescorted manner.

26. COMPLIANCE WITH LAWS .

26.1 General: Supplier shall comply fully with all applicable federal, state and local laws in the performance of this Agreement including, but not limited to, all applicable employment, tax, export control and environmental laws.

26.2 Equal Employment Opportunity : Janicki Industries is a government subcontractor and is subject to the requirements of Executive Order 11246, the Rehabilitation Assistance Act. Pursuant to these requirements, the Equal Opportunity Clauses found at 41 Code of Federal Regulations sections 60-1.4(a) (1-7), 60-250.4(a-m) and 60-741.5 (a) (1-6) are incorporated herein by reference as though set forth at length, and made an express part of this Agreement. If applicable, Supplier will comply with the following Federal Acquisition Regulations: (i) 52.222-26 "Equal Opportunity ", (ii) 52.222-35 "Affirmative Action for Special Disabled and Vietnam Veterans", (iii) 52.222-36 "Affirmative Action for Handicapped Workers."

26.3 Executive Order 11246: The parties hereby incorporate the requirements of 41 C.F.R. 60-1.4(a)(7), 60-250.5 and 60-741.5, if applicable. Janicki Industries is an Affirmative Action/Equal Opportunity Employer.

26.4 Small Business Plan Requirements: Janicki Industries is a government subcontractor and is subject to the requirements of FAR section 52.219. Pursuant to FAR 52.219.9, if Supplier (i) is not considered a Small Business (as the term is defined in section 3 of the Small Business Act) and (ii) is providing Goods or Services under this Agreement in an amount greater than or equal to $500,000, and (iii) is subcontracting a portion of the Goods or Services from a third party, Supplier agrees to submit to Janicki Industries a Small Business Plan or letter stating that Supplier does not have a Small Business Plan and listing the approximate dollar amount to be subcontracted.

26.5 Hazardous Materials: If Goods include hazardous materials, Supplier represents and warrants that Supplier understands the nature of any hazards associated with the manufacture, handling and transportation of such hazardous materials

26.6 Environmental, Health and Safety Compliance: Supplier also represents and warrants that Products it supplies or delivers under this Agreement shall comply with all applicable national and international environmental, health, safety or product safety laws, regulations, treaties or other legal requirements relating to the manufacture, distribution, use and sale of the Products, including those requirements relating to the presence or use of chemicals or other materials in products (including but not limited to the laws and regulations of the United States (e.g., the Toxic Substances Control Act, the European Union (e.g., the Directive on the Restrictions on use of Hazardous Substances in Electrical and Electronic Equipment) and international law (e.g., the Montreal Protocol relating to ozone-depleting substances). Supplier shall obtain a similar agreement from all of its subcontractors. Supplier agrees to obtain and furnish any information reasonably requested by Janicki Industries, including test reports prepared by certified and accredited testing laboratories relating to lead, phthalates and heavy metals content in the Products, to enable Janicki Industries to ensure its own compliance with product safety laws, and to confirm compliance with this provision or to determine the environmental, health or safety effects of materials or chemicals contained in or used by a Product provided to or delivered on behalf Janicki Industries by Supplier. Supplier also agrees to indemnify Janicki Industries against any loss, expense and penalty incurred by Janicki Industries as the result of Supplier's failure to comply with this provision.

26.7 Customs: Upon Janicki Industries' request, Supplier will promptly provide Janicki Industries with a statement of origin for all Goods and United States Customs documentation for Goods wholly or partially manufactured outside of the United States .

26.8 Federal Acquisition Regulations: To the extent this Order is placed under an Janicki Industries prime contract with the Federal Government, the provisions of Sections 52.219-8, 52.222-26, 52.222-35, 52.222-36, 52.222-39 and 52.247-64 of the Federal Acquisition Regulation ("FAR") in their version in effect as of the date this Order is placed are incorporated herein by reference with the same force and effect as if set forth herein. The full text of these FAR clauses may be accessed electronically at the following Internet website: www.acqnet.gov. The following changes to the FAR clauses are made for incorporation of these clauses in this Order: "Contractor" shall mean "Supplier"; "Contracting Officer" shall mean "Janicki Industries’ Purchasing Representative."; "Contract" shall mean this "Purchase Order."; "Government" shall mean "Janicki Industries." and "Subcontractor" shall mean "Supplier's subcontractor." Supplier is not required to comply with the FAR clauses cited herein, except for FAR 52.247-64, with regard to Supplier's work performed outside the United States by employees who were not recruited within the United States.

27. REMEDIES: Janicki Industries’ remedies shall be cumulative and shall include any remedies allowed by law. Waiver of any breach by Janicki Industries shall not constitute Janicki Industries’ waiver of any other breach of the same or any other provision. Acceptance of any items or payments therefore shall not waive any breach.

28. NONEXCLUSIVE AGREEMENT: This is not an exclusive agreement. Janicki Industries is free to engage others to perform Services or provide Goods the same as or similar to Supplier's. Supplier is free to, and is encouraged to, advertise, offer and provide Supplier's Services and/or Goods to others; provided however, that Supplier does not breach this Agreement.

29. NOTICES: Except for Purchase Orders which may be sent by local mail, facsimile transmission, or electronically transmitted, all notices, and other communications hereunder shall be in writing, and shall be addressed to Supplier or to an authorized Janicki Industries representative, and shall be considered given when (a) delivered personally, (b) sent by confirmed telex or facsimile, (c) sent by commercial overnight courier with written verification receipt, or (d) three (3) days after having been sent, postage prepaid, by first class or certified mail.

30. SURVIVAL OF OBLIGATIONS: Any obligations and duties which by their nature extend beyond the expiration or termination of this Agreement shall survive the expiration or termination of this Agreement.

31. GOVERNING LAW/SUBMISSION TO JURISDICTION: This agreement shall be construed in accordance with the laws governing contracts made and to be performed in the State of Washington, U.S.A., exclusive of the U.N. Convention on the International Sale of Goods. Supplier hereby consents to the jurisdiction of any local, state, or federal court located within the State of Washington and waives any objection which Supplier may have based on improper venue or forum non conveniens to the conduct of any proceeding in any such court. If either party is required to bring or maintain any action (including assertion of any counterclaim or cross-claim, or claim in a proceeding in arbitration, bankruptcy, receivership or any other proceeding instituted by a party hereto or by others), or otherwise refers this Purchase Order Terms and Conditions to an attorney for the enforcement of any of the covenants, terms or conditions of this Purchase Order Terms and Conditions, the prevailing party in such action shall, in addition to all other payments required herein, receive form the other, all the costs incurred by the prevailing party including reasonable attorneys’ fees and such costs and reasonable attorneys’ fees which the prevailing party incurred in, and in preparation for, such action, arbitration, trial, appeal, review and/or proceeding in bankruptcy court.

32. LANGUAGE: The parties confirm that it is their wish that these Contract Terms, as well as any other documents relating hereto, including all Orders, notices, schedules, authorizations, attachments and amendments, have been and shall be drawn up in the English language only.

33. ENTIRE AGREEMENT: This Agreement and associated documents referenced herein constitute the entire agreement between the parties with respect to the subject matter hereof; all prior agreements, representations, statements, negotiations and undertakings, whether oral or written, are superseded hereby. In the event Janicki Industries acquires, is acquired by or merges with another company that has a written contract with Supplier, or otherwise assumes a contract between Supplier and the acquiring, acquired or merging company (each, a "Legacy Contract"), Janicki Industries may at its sole option terminate the Legacy Contract by written notice and elect to have this Agreement govern all transactions between Supplier and Janicki Industries and its Affiliates from and after the date given in the notice.

34. INDEPENDENT CONTRACTOR: Supplier is and shall be deemed to be an independent contractor at all times during its performance of the work specified in the Order. Under no circumstance shall Supplier be deemed an agent for Janicki Industries.

35. RELEASE OF INFORMATION AND ADVERTISING: Supplier shall not, without prior written consent of Janicki Industries’ Buyer, make any disclosure, news release or public announcement, denial or confirmation of same, of any part of the subject matter of this Order or in any manner advertise or publish the fact that Supplier has supplied or contracted to supply to Buyer the Products mentioned herein except as may be required to perform this Order. Disclosure to authorized Government sources is exempt from this restriction unless otherwise indicated herein.

Rev New March 24, 2010