1. Offer. As used herein, the term “Seller” refers to Sabritec and the term “Buyer” refers to the purchaser or customer designated on the facing page of this Order.

2. Contract. Upon acceptance by Seller, the Order shall constitute a contract for the purchase and sale of the Goods upon the terms and conditions on the face and back hereof. Upon acceptance by Seller, both Buyer and Seller intend to be bound to the sale and purchase of the Goods regardless of whether specific terms of said sale and purchase may be left open or be subject to change.

3. Sales Tax. To the extent that the sales price does not include any federal, state, or local sales, use or other tax that may be levied or assessed upon the sale or purchase of the Goods, any such tax shall be paid by Buyer and, if Seller is charged with the collection or payment thereof, the amount of said tax shall be added to the sales price of the Goods and paid by Buyer.

4. Applicable Law. The offer contained herein and the contract created by acceptance hereof shall be governed and construed according to the laws of the State of California.

5. Payment. Payment in full is due thirty (30) days from date of invoice unless otherwise specified. After thirty (30) days from the date of invoice, any unpaid amount shall be subject to an additional charge of one and one-half percent (1.5%) per month until paid in full. Payment of the sales price as specified on the face hereof, including any and all taxes to be paid by Buyer, shall be made direct to Sabritec, 17550 Gillette Avenue, Irvine, California 92614.

6. Delay in Delivery Date; LIMITATIONS OF REMEDIES. Seller shall arrange for transportation of the Goods to Buyer as herein below provided in such a manner as is reasonably calculated to provide delivery of the Goods to Buyer on or about the delivery date. The delivery date shall automatically be extended hereunder for any period resulting from causes beyond Seller’s control or without Seller’s fault or negligence including strikes, accidents, fires, or acts of God, price and availability of material, and all other causes beyond Sabritec’s control. Delays in delivery shall not be a breach of this contract provided the Goods are delivered within a reasonable time after the delivery date as may be extended. IN ANY EVENT, SELLER SHALL NOT BE LIABLE FOR ANY DAMAGE, LOSS, COST, OR EXPENSE (INCLUDING, BUT NOT LIMITED TO, CONSEQUENTIAL OR INCIDENTAL DAMAGES) FOR DELAYS OR DEFAULTS IN DELIVERIES. BUYER’S SOLE AND EXCLUSIVE REMEDY FOR UNREASONABLE DELAY AS IN DELIVERY SHALL BE THE RIGHT TO CANCEL THE ORDER.

7. Shipment. Seller shall deliver the Goods to a carrier upon the terms set forth on the front side of this Agreement. The Goods will be shipped under a straight bill of lading naming Buyer as consignee to be sent to Buyer at the destination address. The Goods shall be packaged or containerized, and the terms of shipment shall be as Seller shall elect. The Goods shall be shipped F.O.B. Seller’s warehouse, it being specifically agreed that Buyer shall pay all costs of shipment including the cost of loading the Goods on the carrier, and that the risk of loss of the Goods shall pass to Buyer as soon as Seller has delivered the Goods to the carrier at Seller’s warehouse.

8. LIMITED WARRANTY: DISCLAIMER OF WARRANTIES: LIMITATIONS OF REMEMDIES. SELLER WARRANTS THAT AT THE TIME OF SHIPMENT, THE GOODS WERE FREE FROM SIGNIFICANT DEFECTS IN MATERIALS OR WORKMANSHIP. THIS WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESSED, IMPLIED, WRITTEN, OR ORAL, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS. SELLER SHALL NOT BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL LOSS, DAMAGE, COST, OR EXPENSE ARISING DIRECTLY OR INDIRECTLY FROM THE PURCHASE OR USE OF THE GOODS. RATHER, BUYER AND SELLER AGREE THAT THE SOLE AND EXCLUSIVE REMEDY OF BREACH OF ANY WARRANTY CONCERNING THE GOODS SHALL BE THE REPAIR OR REPLACEMENT OF DEFECTIVE PARTS OR, AT SELLER’S OPTION, REFUND OF THE PURCHASING PRICE. SELLER SHALL NOT BE LIABLE FOR INJURY TO PROPERTY OTHER THAN THE GOODS, THEMSELVES. NO REPRESENTATIVE OF SELLER MAY CHANGE ANY OF THE FOREGOING OR ASSUME ANY ADDITIONAL LIABILITY OR RESPONSIBILITY IN CONNECTION WITH THE GOODS.

9. Termination: LIMITATION OF REMEDIES. At any time before or after the delivery date, Seller may terminate the Order, or any part thereof, even though Buyer is not in default hereunder, by giving Buyer written notice of such termination; in such event, Seller shall be paid a reasonable amount for the Goods that have been shipped or delivered to Buyer prior to termination. IN THE EVENT OF TERMINATION OF THE ORDER BY SELLER OR ANY BREACH OF SELLER’S DUTY HEREUNDER, BUYER SHALL NOT BE ENTITLED TO ANY DAMAGES SPECIFICALLY INCLUDING, BUT NO LIMITED TO, DAMAGES MEASURED BY THE DIFFERENCE BETWEEN THE CONTRACT PRICE AND THE MARKET PRICE OF THE GOODS OF ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES.

10. Inspection and Return of Nonconforming Goods. Any inspection of the Goods by Buyer shall be made within three (3) days after their arrival at the location where the Goods are shipped to Buyer. For rejection of Goods under this Order to be effective, Seller must receive at 17550 Gillette Avenue, Irvine, California 92614 within ninety (90) days after inspection of the goods, written notice of the rejection, identifying the Goods rejected and this Order, and describing all defects of the Goods on which Buyer intends to rely. No Goods shall be returned without Seller’s express instructions. Returned Goods must have attached the stock number and shipping date of the Goods returned.

11. Indemnity With Respect to Propriety Rights of Others. If Seller is manufacturing products pursuant to detailed designs developed and furnished by Buyer, Buyer agrees to defend Seller against all claims and proceedings alleging infringement of any United States or foreign patent or copyright, or other proprietary matter covering the products delivered by Seller pursuant to this Purchase Order, and Buyer shall hold Seller harmless from any resulting liabilities and losses.

12. Tooling. Notwithstanding any charges allocable to tools, fixtures, or dyes, such tools, fixtures, and dyes manufactured by Seller shall remain the property of Seller and Buyer shall not be entitled to remove them from Seller’s possession. Seller agrees to maintain such tools, fixtures, and dyes in good condition for the manufacture of Buyer’s part. Seller will dispose of tools not used for a two (2) year period without notification to Buyer. Removal of tools or dyes by Buyer shall be subject to negotiation of a separate agreement between Buyer and Seller.

13. Waiver. No waiver of a breach of any provision of this contract shall constitute a waiver of any other breach, or of such provision.

14. Effect of Invalidity. The invalidity in whole or part of any provision of the Order shall not affect the validity of other provisions.

15. Attorney’s Fees. In the event either party hereto institutes any legal proceedings against the other part hereto to enforce the provisions hereof, the prevailing party in any such proceeding shall be entitled to recover, in addition to its costs, its reasonable attorney’s fees.

16. Entire Agreement. This Agreement constitutes the entire contract and exclusively determines the rights and obligations of the parties hereto, any prior course of dealing, custom, or usage of trade or course of performance notwithstanding.

Code of Conduct Clause – Sabritec is committed to conducting its business ethically and lawfully. To that end Sabritec, through its ultimate parent company, Smiths Group plc, maintains a Code of Corporate Responsibility and Business Ethics and mechanisms for reporting unethical or unlawful conduct. Smiths expects that Suppliers also will conduct their business ethically and lawfully. If a Supplier has cause to believe that Smiths or any employee or agent of Smiths has behaved unethically or unlawfully under, or in connection with, this agreement or contract, Supplier is encouraged to report such behavior to Smiths or to Smiths Group plc. Smiths Group plc’s Code of Corporate Responsibility and Business Ethics and mechanisms for making such reports are available on www.smiths-group.com.