Purchasing Terms and Conditions
Acceptance - Agreement: Seller's commencement of work on the goods subject tothis purchase order or shipment of such goods, whichever occurs first, shall be deemedan effective mode of acceptance of this purchase order. Any acceptance of thispurchase order is limited to acceptance of the express terms contained on the face andback hereof. Any proposal for additional or different terms of this offer in Seller's
acceptance is hereby objected to and rejected, but such proposals shall not operate asa rejection of this offer unless such variances are in the terms of the description,quantity, price, or delivery schedule of the goods, but shall be deemed a material
alteration thereof, and this offer shall be deemed accepted by Seller without said
additional or different terms. If this purchase order shall be deemed an acceptance of aprior offer by Seller, such acceptance is limited to the express terms contained on theface and on the back hereof. Additional or different terms or any attempt by Seller tovary in any degree any of the terms of this purchase order shall be deemed material andare objected to and rejected, but this purchase order shall not operate as a rejection of
the Seller's offer unless it contains variances in the terms of the description, quantity,price, or delivery schedule of the goods.
Termination for Convenience of Purchaser:
Purchaser reserves the right toterminate this order or any part hereof for its sole convenience. In the event of suchtermination, Seller shall immediately stop all work hereunder, and shall immediately
cause any of its suppliers or subcontractors to cease such work. Seller shall be paid areasonable termination charge consisting of a percentage of the order price reflecting
the percentage of the work performed prior to the notice of termination, plus actual direct
costs resulting from termination. Seller shall no! be paid for any work done after thereceipt of the notice of termination, nor for any costs incurred by Seller's suppliers orsubcontractors which Seller could reasonably have avoided.
Termination for Cause: Purchaser may also terminate this order or any part hereoftor
cause in event of any default by the vendor, or if the vendor fails to comply with any ofthe terms and conditions of this offer. Late deliveries, deliveries of products which aredefective or which do not conform to this order, and failure to provide Purchaser uponrequest, of reasonable assurances of future performance shall all be causes allowing
Purchaser to terminate this order for cause. In the event of termination for cause,
Purchaser shall not be liable to Seller for any amount and Seller shall be liable toPurchaser for any and all damages sustained by reason of the default which gave rise to
the termination
Proprietary Information-Confidentiality-Advertislng: Seller shall consider all information
furnished by Purchaser to be confidential and shall not disclose any such information
to any other person, or use such information itself for any purpose other thanperforming this contract, unless Seller obtains written permission from Purchaser to doso. This paragraph shall apply to drawings, specifications, or other documents
prepared by Seller for Purchaser in connection with this order. Seller shall not advertiseor publish the fact that Purchaser has contracted to purchase goods from Seller, norshall any information relating to the order be disclosed without Purchaser's written
permission. Unless, otherwise agreed in writing, no commercial, financial, or technicalinformation disclosed in any manner or at any time by Seller to Purchaser shall bedeemed secret or confidential and Seller shall have no rights against Purchaser withrespect thereto except such rights as may exist under patent laws.
Warranty: Seller expressly warrants that all goods or services furnished under thisagreement shall conform to all specifications and appropriate workmanshipstandards..
Seller warrants that all such goods or services will conform to any
statements made on the containers or labels or advertisements for such goods orservices, and that any goods will be adequately contained, packaged, marked, andlabeled. Seller warrants that all goods or services furnished hereunder will bemerchantable and will be safe and appropriate for the purpose for which goods orservices of that kind are normally used. If Seller knows or has reason to know theparticular purpose for which Purchaser intends to use the goods or services, Seller
warrants that such goods or services will be fit for such particular purpose. Seller
warrants that goods or services furnished will conform in all respects to samples.
Inspection, test, acceptance, or use of the goods or services furnished hereunder shallnot affect the Seller's obligation under this warranty and such warranties shallSeller's warranty shall run tosurvive inspection, test, acceptance, and use.
Purchaser, its successors, assigns and customers, and users of products sold byPurchaser. Seller agrees to replace or correct defects of any goods or services notconforming to the foregoing warranty promptly, without expense to Purchaser,when notified of such non conformity by Purchaser, provided Purchaser elects toprove Seller with the opportunity to do so. In the event of failure of Seller to correct
defects in or replace nonconforming goods or services promptly, Purchaser, aller
reasonable notice to Seller, may make such corrections or replace such goods andservices and charge Seller for the cost incurred by Purchaser in doing so.
Price Warranty:
Seller warrants that the pricing for the articles sold Purchaser
hereunder are not less favorable in those currently extended to any other customer forthe same or similar articles in similar quantities. In the event Seller reduces its price forsuch article during the term of this order, Seller agrees to reduce the prices here ofcorrespondingly. Seller warrants that prices shown on this purchase order shall becomplete, and no additional charges of any type shall be added without Purchaser'sexpress written consent. Such additional charges include, but are not limited to,shipping, packaging, labeling, custom duties, taxes, storage, insurance, boxing, andcrating.
Force Majeure: Purchaser may delay delivery or acceptance occasioned by causes
beyond its control. Seller shall hold such goods at the direction of the Purchaser andshall deliver them when the cause affecting the delay has been removed. Purchaser
shall be responsible only for Sellers direct additional costs in holding the goods ordelaying performance of this agreement at Purchaser's request. Causes beyond
Purchaser's control shall include government action or failure of the government to act
where such action is required, strike or other labor trouble, fire, or unusually
severe weather.

OF 2.06.01-4 Rev CPatents: Seller agrees upon receipt of notification to promptly assume full responsibility
for defense of any suit or proceeding which may be brought against Purchaser or its
aqents, customers, or other vendors for alleged patent infringement, as well as for any
alleged unfair competition resulting from similarity in design, trademark, or appearance ofgoods or services furnished hereunder, and Seller further agrees to indemnify Purchaser,
its agents and customers against any and all expenses, losses, royalties, profits, anddamages including court costs, and attorney's fees resulting from any such suit orproceeding, including any settlement. Purchaser may be represented by and actively
participate through its own counsel in any such suit or proceeding if it so desires, and thecost of such representation shall be paid by the Seller.
Insurance: In the event that Seller's objections hereunder require or contemplate
performance of services by Seller's employees, or persons under contract to Seller, to bedone on Purchaser's property, or property of Purchaser's customers, the Seller agrees
that all such work shall be done as an independent contractor and that the persons doing
such work shall not be considered employees of the Purchaser. Seller shall maintain allnecessary insurance coverages including public liability and Workman's Compensation
insurance. Seller shall indemnify and save harmless and defend Purchaser from any andall claims or liabilities arising out of the work covered by this paragraph.
Indemnification:
Seller shall defend, indemnify, and hold harmless Purchaser against
all damages, claims, or liabilities and expenses (including attorney's fees) arising out ofor resulting in any way from any defect in the goods or services purchased hereunder, orfrom (lny act or omission of Seller, its agents, employees or subcontractors. This
indemnification shall be in addition to the warranty obligations of Seller.
Changes: Purchaser shall have the right at any time to make changes and drawings,designs, specifications, materials, packaging, time and place of delivery, and method oftransportation. Any changes to Material or Processes require approval in advance byAmphenol Alden Products. If any such changes cause an increase or decrease in thecost, or the time required for the performance, an equitable adjustment shall bemade in this agreement shall be modified in writing accordingly. Seller agrees to
accept any such changes subject to this paragraph.
Inspectlon& Testlng:
Payment for the goods delivered hereunder shall not constituteacceptance thereof. Purchaser shall have the right inspect such goods and to reject anyor all said goods which are in Purchaser's judgment defective or nonconforming. Goods
rejected and goods supplied in excess of quantities called for herein may be returned tothe Seller at its expense and, in addition to Purchaser's other rights, Purchaser may
charge Seller all expenses of unpacking, sorting, examining, repacking, andreshipping such goods. In the event Purchaser receives goods whose defects or
nonconformity is not apparent on examination, Purchaser reserves the right to require
replacement as well as payment of damages. Nothing contained in this purchase ordershall relieve in any way the Seller from the obligation of testing. inspection, and quality
control. Goods shall only be deemed accepted when they have actually been inspected
and tested by Purchaser and found to be in conformance with this order.
Counterfeit Component Avoidance: Suppliers are required to purchase materials directlyfrom Original Component Manufacturers (OCM) or from an OCM Authorized Distributor. Ifmaterial required to satisfy an order cannot be procured from these sources, the suppliershall present complete and compelling support for any request to procure from sources
other than OCMs or their Authorized Distributors and include in the request all actions
completed to ensure the materials procured are not counterfeit.
Entire Agreement: This purchase order, and any documents referred to on the face
hereof, constitute the entire agreement between the parties.
No part of this order may be assigned orAssignments and Subcontracting:subcontracted without the prior written approval of Purchaser.
Setoff: All claims for money due or to become due from Purchaser shall be subject todeduction or set off by the Purchaser by reason of any counterclaim arising out of this or
any other transaction with Seller.
Shipment:
If in order to comply with Purchaser's required delivery date it becomes
necessary for Seller to ship by a more expensive way than specified .in this purchaseorder, any increased transportation costs resulting therefrom shall be paid for by Seller
unless the necessity for such rerouting or expedited handling has been caused byPurchaser.
Waiver: Purchasers failure to insist on performance of any of the terms or conditions
herein or to exercise any right or privilege or Purchasers waiver of any breach hereundershall not thereafter wave any other terms, conditions, or privileges, whether of the sameor similar type.
Delivery: Time of the essence of this contract, and if delivery of items or rendering ofservices is not completed by the time promised, Purchaser reserves the right without
liability in addition to its other rights and remedies to terminate this contract by noticeeffective when received by Seller as to items not yet shipped or services not yet rendered
and to purchase substitute items or services elsewhere and charge Seller with any loss
incurred. If delivery dates cannot be met, Seller shall inform Purchaser in writing of
Seller's best possible delivery date for Purchaser's acceptance. The giving of said notice
shall not, however, relieve Seller of any liability which it may incur by reason of its failure
to make delivery by the time promised.
Limitation on Purchaser's liability - Statute of Limitations:
In no event shall
Purchaser be liable for anticipated profits or for incidental or consequential damages.
Purchaser's liability on any claim of any kind for any loss of damages arising out of or inconnection with or resulting from this agreement or from the performance or breach
thereof shall in no case exceed the price allocated to the goods or services or unit thereof
which gives rise to the claim. Purchasers shall not be liable for penalties of anydescription. Any action resulting from any breach on the part of the Purchaser as to thegoods or services delivered hereunder must be commenced within one year after thecause of action has accrued.
Payment: Payment for all goods delivered hereunder shall be made within 45 days after
the following dates: (i) invoice date, (ii) date of receipt of said goods, or (iii) date ofacceptance of said goods herein provided.
Governing Law: This purchase order and all questions arising in connection herewith
shall be governed by and construed in accordance with the laws of the Commonwealth ofMassachusetts.