1.  ACCEPTANCE.  This purchase order is presented by Buyer as an offer of a contract and, when acknowledged by Seller per acknowledgement copy, shall constitute a binding contract between Buyer and Seller and the exclusive and entire agreement between such parties concerning the subject matter hereof.  This contract may not be amended or modified without Buyer’s prior written permission.

2.  PRICES; PACKING.  Unless otherwise agreed to in writing by Buyer, all deliveries and prices are f.o.b., Seller’s plant, and include all packing, cartage, insurance, taxes, imposts and similar charges.  Articles ordered hereunder shall be packed and shipped by Seller in compliance with all applicable laws and regulations, in accordance with good commercial practices and, where provided, in conformity with Buyer’s specific instructions.

3.  DELIVERY.  Buyer reserves the right to cancel this contract without any further obligation on Buyer’s part within ten days after receipt by Buyer of acknowledgement copy if Seller does not agree to meet delivery date specified by Buyer; otherwise, Seller’s delivery date, if any is stated, will apply.  Seller shall not without Buyer’s prior written permission, deliver articles hereunder in advance of Seller’s normal flow time or any “earliest delivery date” specified by either Buyer or Seller in writing.  In the event of default in delivery by Seller hereunder or if it reasonably appears to Buyer that deliveries will not be made by the applicable date, Buyer may cancel this contract without any further obligation on its part and without prejudice to its rights to recover damages therefore, provided, Seller will not be liable for damages occasioned by delays in delivery due to causes beyond its control and without its fault or negligence if it shall promptly notify Buyer in writing as soon as any such delay becomes apparent.

4.  CHANGES.  Buyer may at any time by written notice to Seller (but without the necessity of notice to any sureties or assignees), make changes in the drawings, designs, specifications or delivery schedules of any or all articles to be produced hereunder.  Seller shall be entitled to equitable adjustment of price as a result of any such change by Buyer, provided that any claim for equitable adjustment is submitted by Seller to Buyer within thirty days of the date of Seller’s receipt of written notice of such change.

5.  STOP WORK.  Promptly upon receipt by Seller of written notice to such effect from Buyer, Seller shall stop work hereunder for a period of up to ninety days (as specified by Buyer) and shall take all reasonable steps to minimize costs allocable to the work covered hereby during the work stoppage period.  Unless Buyer shall give seller a written request to resume work hereunder prior to the conclusion of the stipulated work stoppage period, this contract shall automatically terminate at the conclusion of such period.  If work is resumed after a stoppage hereunder, equitable adjustment shall be made to price, delivery schedule, etc., provided that any claim for equitable adjustment is submitted by Seller to Buyer within thirty days of the date of work resumption.

6.  FIRST ARTICLES:   All first productions of items are subject to approval by Buyer and in the case of a non conforming article, Seller is under no obligation to purchase any remaining inventories. Seller is required to ship first articles for evaluation and approval, prior to producing the initial order quantity. Buyer will notify Seller in writing with their approval or rejection to the produced first articles.

7.  TERMINATION FOR DEFAULT.  Buyer may terminate this contract without any liability or further obligation on Buyer’s part whatsoever but with full reservation of Buyer’s right to recover damages for breach of contract, at any time after a default by Seller in the full and timely performance by Seller of all the terms and conditions hereof binding upon it.

8.  TERMINATION FOR CONVENIENCE.  Buyer may terminate this contract, in whole or in part at any time, solely for its own convenience by giving Seller written notice thereof.  Upon Seller’s receipt of such notice, it shall stop work immediately and take all reasonable steps to minimize any further costs allocable to this contract.  In any such event, Buyer shall pay to Seller (a) the aggregated price of all articles delivered and finally accepted by Buyer hereunder prior to such termination, (b) actual out of pocket costs directly incurred by Seller with respect to the terminated portion of this contract, specifically excluding any overhead and profit, and further specifically excluding any such costs which can be diverted to other orders being processed by Seller.  Any termination claim of Seller must be submitted to Buyer within three months after the effective date of termination.

9.  BANKRUPTCY.  In the event of the bankruptcy or insolvency of Seller (voluntary or involuntary and however evidenced), or the filing of any petition or commencement of any proceeding by any party which seeks or could result in such bankruptcy or insolvency, or the taking by Seller of any action with a view toward the occurrence or facilitation of any of the foregoing.  Buyer may at any time thereafter immediately terminate this contract without any further obligation hereunder on Buyer’s part whatsoever.

10.  INSPECTION AND QUALITY CONTROL.  Seller shall establish and maintain a quality control system satisfactory to Buyer for production and delivery of articles hereunder.  Buyer and its authorized representatives shall be entitled, at all reasonable times, to visit and inspect Seller’s facilities for the purpose of auditing Seller’s performance of its obligations under this contract.

11. WARRANTIES; INDEMNITY.  Seller warrants that the articles to be delivered hereunder will be in good and merchantable condition, will be free from defects in labor, material and manufacture, will be in compliance with the requirements of this contract and will conform to all drawings or specifications furnished by Buyer and/or samples furnished by Buyer or Seller (as the case may be), will be suitable for the purposes intended whether expressed or reasonably implied, and when design is Seller’s responsibility will be free from defects in design.  The foregoing warranties as well as all others, whether expressed or implied (specifically including Seller’s warranties of merchantability and fitness for purpose), shall run to Buyer, its successors, assigns and customers and to the users of its and their products.  Seller hereby indemnifies Buyer and its employees and agrees to hold Buyer and its employees harmless from and against any and all claims, losses, liabilities, damages, costs and expenses arising out of or in connection with articles delivered by or performance of Seller hereunder.

12. DEFECTIVE ITEMS.  Buyer shall have the right exercisable within 120 days of the receipt by it of the articles called for hereunder to reject after inspection any of such articles which are defective.  All of such rejected articles shall be returned to Seller, transportation collect, for credit; refund or replacement at the option of the Buyer.

13. TOOLS AND DATA.  Drawings, specifications, reports, photographs and other data relating to this contract and all proprietary right and interest therein and the subject matter thereof and all tools, patterns and equipment furnished by or separately billed to Buyer hereunder shall be and remain the exclusive property of Buyer, shall be delivered to Buyer upon its request after the termination of this contract, shall not be appropriated reproduced or disclosed to others by Seller and shall not be used by the Seller for the production of articles for others without Buyer’s written permission.  Seller shall be responsible for the confidentiality and safe-keeping of the foregoing items while in its custody, including, without limitation, the obligation on Seller’s part to at all times keep in force fire and casualty insurance covering Buyer’s property in Seller’s possession, the coverage of which shall be satisfactory to Buyer and the costs of which shall be paid by Seller.  Where any of the aforesaid proprietary information or material of Buyer must be furnished to Seller’s suppliers in furtherance of the fulfillment of this contract, Seller shall assure that the substance of the paragraph shall apply to all such supplier transactions.

14. PATENT PROTECTION.  Except as regards articles manufactured hereunder pursuant to Buyer’s detailed drawings or specifications, Seller agrees at its own expense to protect and hold Buyer, its successors, assigns and customers, and the users of its and their products, harmless from, and to defend any suit or proceeding against Buyer or any such successors, assigns, customers or users based upon, any claim that any article or part thereof manufactured or delivered hereunder, by reason of its manufacture, sale or use, infringes any U.S. patent, trademark or copyright, provided Buyer promptly notifies Seller of any such claim or commencement of any such suit or proceeding.

15. LAWS AND REGULATIONS.  To the extent that they may be applicable to this contract, Seller shall comply with the Fair Labor Standards Act of 1938 (29 U.S. Code 201-219) and any amendments thereto, the Wash-Healey Act (41 U.S. Code 35-45) and any amendments thereto and all applicable state laws and regulations concerning rates of pay and working conditions.  Materials, equipment and services to be furnished by Seller hereunder are warranted by Seller to meet the requirements of the Occupational Safety and Health Act of 1970 (Public Law 91-596) and Executive Order 11615.  The “equal employment opportunity” clause in Section 202 of Executive Order 11246, as amended, relative to equal employment opportunity and the implementing rules and regulations of the Office of Federal Contract Compliance are incorporated herein by reference.

16. GOVERNMENT CONTRACT REQUIREMENTS.  If it is indicated on the face of this purchase order that this contract is issued under a Department of Defense Prime contract or a Sub-Contract thereunder, the following Armed Services Procurement Regulations in effect on the date of this contract are incorporated herein by reference as additional provisions hereof, and shall prevail to the extent that they may be inconsistent on any manner with any other terms or conditions of this contract  For purposes of the incorporation of such Regulations herein and as the context may require, “Contractor” shall mean Seller, “Contracting Officer” shall mean Buyer and “Contract” or “Schedule” shall mean this contract.

ASPR – 7 – 103.13     “Renegotiation”

ASPR – 7 – 104.11     “Excess Profits”

ASPR – 7 – 104.12     “Military Security Requirements”

ASPR – 7 – 104.15     “Examination of Records”

ASPR – 8 – 706          “Termination” (note – Buyer may terminate this contract in accordance with the clause set forth in this Regulation, which clause is incorporated herein by reference except that any termination claim of Seller must be submitted to Buyer within three months after the effective date of termination.)

ASPR – 12 – 706        “Non-Discrimination in Employment”

17. ASSIGNMENT.  Neither this contract nor any interest hereunder nor any sums becoming due to Seller by reason hereof shall be assignable by Seller without the prior written consent of Buyer.

18. CONSTRUCTION.  This purchase order and Contract shall be governed by and construed in accordance with the laws of the State of Connecticut applicable to contracts made to be wholly performed within the State.

19. EQUAL OPPORTUNITY EMPLOYER BASED IN THE USA.  M/F/V/H Seller will not discriminate against any employee or applicant for employment because of race, religion, color, sex, citizenship, handicap or national origin.  Seller will take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, religion, color, sex, citizenship, handicap, national origin, or sexual orientation.  Such action shall include but not be limited to the following:  Employment, upgrading, demotion or transfer recruitment and recruitment advertising, layoff or termination, rates of pay or other forms of compensation and selection for training including apprenticeship.  Seller agrees to post in conspicuous places, available to employees and applicants for employment notices to be provided by the government or buyer setting forth the provisions of his nondiscrimination clause.

Seller will in all solicitations or advertisements for employees placed by or on behalf of the seller, state that all the qualified applicants will receive consideration for employment without regard to race, religion, color, citizenship, national origin or handicap.