Purchase Order Termsand Conditions
Ashcroft Inc.
250 East Main Street
Stratford, CT 06614, USA
PAGE 1 of 2, DECEMBER, 2019
1. Acceptance-Entire Agreementa) Acceptance of this offer to purchase by
acknowledgement, shipment or other performance shall be unqualified, unconditional andsubject, and expressly limited, to the terms
and conditions of this Agreement.
b) The terms contained in this Agreement shallconstitute the entire agreement between
Seller and Buyer with respect to the subject
matter of this Agreement and may not bemodified or rescinded except by a writing
signed by authorized representatives ofBuyer and Seller.
2. Price. The prices for the products or services
purchased by Buyer pursuant to this Agreement
will be Seller’s lowest prices then in effect, but inany event not to exceed the prices specified on
the face of this Agreement. Should any lower
prices or better terms be quoted to any ofSeller’s customers prior to completion of any
order pursuant to this Agreement, Seller will
apply such lower prices to such order provided it
is legal.
3. Taxes and Other Charges. The prices for theproducts or services include, unless specificallylisted on the face hereof, all packing, inspection,
insurance and shipping costs and all federal,state and local taxes.
4. Delivery and Default. Time is of the essencein the performance of this Agreement. Delivery
shall not be deemed to be complete until products or services have actually been accepted byBuyer. Delivery of products or services must be
made within the time specified in this Agreement
or applicable order. If any delivery is threatened
to be delayed, Seller shall promptly give notice
to Buyer’s purchasing department of such delayor threatened delay. On default by Seller, Buyermay, by written notice, terminate the whole or
any part of this Agreement or any affected order.
In the event of termination pursuant to this section, Buyer shall have the right, in addition to any
other rights and remedies conferred by law or
under this Agreement, to procure, upon suchterms and in such manner as Buyer may deem
appropriate, products or services similar to thoseterminated, and Seller shall be liable to Buyer forany excess costs for such similar products or services. Buyer may refuse delivery of products
made more than one week in advance of itsdelivery schedule specified herein and may return
such products to Seller at Seller’s expense.
5. Quantity. The quantity of products or services ordered must not be changed except toallow for customary variation attributable to standard manufacturing or packaging practices, notto exceed 10%.

Form C-250 750 S Rev G, December 18/2019

6. Identification.
a.) Each shipment under this Agreement must
be positively identified by suitable marking on
the outside of each package.
b.) Country of Origin MarkingRequirementsWhere applicable, the Seller
warrants that the goods covered by thisPurchase Order are in compliance with alllaws, regulations, rules, and orders relating
to the importation of goods into the UnitedStates. Unless otherwise noted, the goods
are of U.S. origin. Per U.S. Customs regulation 19 CFR 134.11, country of origin markings must be placed on every article of foreign origin (or its container) entering theUnited States.
The marking must be:• In a conspicuous place• Legible• Permanent• In Englishc.) Documentation
Suppliers must provide Ashcroft Inc. withRoHS, REACH, Full Material Disclosure(FMD) and Conflict Minerals data uponrequest. The data must clearly specify if aproduct meets the requirements of the mostcurrent legislation. If a supplier changes
vendors they must notify Ashcroft Inc. of thechange and if it effects any of the RoHS,REACH, FMD and Conflict Minerals data
provided.
7. Quality and Inspection. All products or services delivered shall at all times be subject toBuyer’s inspection, but neither Buyer’s inspection nor failure to inspect shall relieve Seller ofany obligations hereunder. Buyer reserves theright to reject and return at the risk and expenseof Seller such portion of any shipment which
may be defective or fails to comply with specifications without invalidating the remainder of theorder. Any products or services rejected or otherwise not meeting the standards set forth
above may be held for disposition at theexpense and risk of Seller or, at Buyer’s sole
discretion, be returned for credit or promptly
replaced or reperformed by Seller at Seller’ssole expense.
8. Cancellation. Should conditions arise whichin the opinion of Buyer make it advisable or necessary to cancel this Agreement or any otherhereunder in whole or in part, Buyer may cancel
by giving written notice to Seller. Upon receipt ofcancellation notice, Seller shall immediately act
so that no further costs are incurred, and shallthereafter do only such work as may be necessary to preserve and protect work already inprogress and to protect material and equipment
at the work site or in transit thereto. Within 15
days of such notice, Seller shall deliver to Buyera statement showing the effect, if any of said

notice upon the costs incurred by Seller due tocancellation and an equitable adjustment shallbe made between Buyer and Seller.
9. Changes. Buyer shall have the right to makechanges in any order issued pursuant to thisAgreement, but no additional charges will beallowed unless authorized in writing by Buyer. If
such changes affect delivery or the amount tobe paid by Buyer, Seller shall notify the Buyer
immediately and negotiate an adjustment.
10. Confidential. This Agreement and anyorder issued hereunder are confidential andSeller agrees that none of the details connectedtherewith shall be published or disclosed to any
third party without Buyer’s prior written permission.
11. Invoice and Payment.
a.) Seller shall submit invoices only upon delivery of products or completion of services.
Buyer shall issue payment as stipulated onpurchase order. Adjustments for payments
made for rejected products or services or for
any overpayments shall be deducted from
subsequent payments due or, at Buyer’soption, promptly refunded by Seller uponrequest. Buyer shall have the right at any
time to set off any amounts due from Seller
to Buyer or its affiliates against any amountpayable by Buyer pursuant to this Agreement.
b.) Commercial Invoice Requirements
All invoices must contain the following
information in English:• Manufacturer or Supplier Name andAddress: Name and address of the entitythat last manufactures, assembles, produces, or grows the commodity, or nameand address of the supplier of the finished
Goods in the county from which the Goods
are leaving.
• Ashcroft, Inc. Name and Address• Consolidator Name and Address: Name andaddress of the party who stuffed the container or arranged for the stuffing of the container with Goods.
• Seller Part Number.
• Complete Description of the Goods.
• Quantity Shipped.
• Value per unit, in U.S. dollars.
• Country of Origin: Country of Manufacturer.
• Harmonized Tariff Classification: Minimum 6digits.
12. Assignment. Neither this Agreement nor
any order may be assigned, subcontracted ortransferred by Seller.
13. Intellectual Property/Indemnity. Seller warrants that products sold and services performed
under this Agreement do not, and will not,infringe any valid patent, copyright, trade secretor any other intellectual property interest ownedPurchase Order Termsand Conditions
Ashcroft Inc.
250 East Main Street
Stratford, CT 06614, USA
PAGE 2 of 2, DECEMBER, 2019
or controlled by any other person, and Seller
agrees to indemnify and hold harmless Buyer
from and against any and all loss or damage
and any costs or expenses of any nature, resulting from any such alleged infringement.
14. Indemnity. Seller shall indemnify and holdharmless Buyer and Buyer’s customers fromand against any and all claims for injury to ordeath of persons or damage to property in any
manner arising out of, connected with, or incident to, (i) any defects in products sold or services provided to Buyer pursuant to thisAgreement or (ii) any breach of or default under
this Agreement or any representation madeherein by Seller. Seller shall, at its own expense,
provide and maintain insurance in amounts sufficient to protect Buyer against all such claims
and shall, from time to time upon request, furnish a certificate evidencing such insurance toBuyer. Any failure to request such proof of insurance shall not be construed as a waiver of therequirement to provide or maintain such insurance.
15. Compliance with Law. The Seller shallabide by the requirements of 41 CFR 601.4(a), 41 CFR 60-300.5(a), and 41 CFR 60741.5(a), if applicable. These regulations prohibit discrimination against qualified individuals on the basis of race, color, religion, sex,sexual orientation, gender identity, nationalorigin, veteran status, and disability, andrequires affirmative action by covered prime
contractors and subcontractors to employ
and advance in employment qualified
minorities and females, protected veterans,
and individuals with disabilities.
Seller further represents that neither it nor
any of its subcontractors, vendors, agents orother associated third parties will utilize
child, slave, prisoner or any other form offorced or involuntary labor, or engage inabusive employment or corrupt businesspractices, in the supply of goods or provision of services under this Agreement.
Seller’s violation of any applicable laws relating to basic working conditions and humanrights, including laws regarding slavery andhuman trafficking, applicable to Seller’s performance of work pursuant to thisAgreement, shall be deemed a material
breach of this Agreement. Seller agrees
upon request to furnish Buyer with a certificate of compliance relating to any such laws
and regulations in such form as Buyer may
require.
16. Contingencies. In the event of war, fire,flood, strike, labor trouble, breakage or failure ofperformance of equipment or shortage or inadequacy of raw materials, supplies or equipment,
accident, riot, act of governmental authority, Actsof God or other similar or dissimilar contingen-Form C-250 750 S Rev G, December 18/2019

cies beyond the reasonable control of Buyer, orin the event of plant shutdown or closing or saleor sale or discontinuance of business by Buyer,
quantities so affected shall be eliminated without
any liability of Buyer to Seller, but the terms ofthis Agreement shall otherwise remain unaffected.
17. Warranties. Seller warrants that all goods
and services delivered under or pursuant to thisAgreement shall be free from all defects indesign, material and workmanship, shall conform strictly to the specifications, drawings, orsamples specified or furnished and shall bemerchantable and fit for Buyer’s use. The warranty shall continue for a period of at least one
year from date such goods and services areplaced in use.
18. Government Contracts. If this Agreement
or any order issued hereunder is for material orservices under a government contract or subcontract, the subcontractor terms of that contract
or subcontract shall apply to this Agreement or
any applicable order hereunder.
19. Buyer’s Property. Unless otherwise agreed
upon in writing by an authorized representativeof Buyer, all drawings, sketches, blueprints,specifications, designs, models, tools, molds,jigs, dies, patterns and other material and information furnished or paid for by Buyer pursuant
to this Agreement or any applicable order shallbe and remain the property of Buyer and shallbe delivered to Buyer or otherwise disposed ofin accordance with Buyer’s instructions. Seller
assumes all risk and liability for all of or damage
to Buyer’s property in its custody or control,
except for normal wear and tear, and shallinsure such property at its own expense for anamount at least equal to the replacement cost
thereof. Unless previously known to Seller freeof any obligation to keep it confidential, all information of Buyer shall be kept confidential by
Seller and such information and other propertyof Buyer shall be used only in performing under
this Agreement and may not be used for otherpurposes.
20. Survival. The obligations of the parties
under this Agreement which by their nature
would continue beyond the termination, cancellation or expiration of this Agreement, including
by way of illustration and not limitation, those in
sections 10, 13, 14, 15, 17 and 19 shall survive
termination, cancellation or expiration of thisAgreement.
21. Seller’s Information. No specifications,drawings, sketches, models, samples, tools
computer programs, technical or business information, or data, written, oral or otherwise furnished by Seller to Buyer pursuant to thisAgreement, or in contemplation of thisAgreement, shall be considered by Seller to beconfidential or proprietary.
22. Title and Risk of Loss. Title and risk of lossand damage to products purchased by Buyer
under or pursuant to this Agreement shall vest inBuyer when the products have been deliveredat the F.O.B. point. If this Agreement calls for
additional services to be performed after delivery, Seller shall retain title and risk of loss anddamage to the products or material until theadditional services have been performed.
23. Miscellaneousa) THIS AGREEMENT AND ALL QUESTIONSARISING HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE
OF CONNECTICUT WITHOUT REGARD TO
THE CONFLICT OF LAWS RULES OF
CONNECTICUT.
b) Buyer shall be entitled to recover its reasonable costs, including attorney’s fees, incurredin enforcing and/or defending its rights under
this Agreement.
c) A holding that any term or condition hereof isvoid or unenforceable shall not render void orunenforceable any other terms and conditionsof this Agreement.
d) Parts on this PO are subject to Ashcroft POP12
Suspect / Counterfeit Parts Prevention.
24. Binding Arbitrationa) Buyer and Seller shall attempt, in good faith,
to resolve any dispute arising out of or relating to this Agreement, or the products and/orservices provided hereunder, promptly bynegotiation between executives. If the matterhas not been resolved within sixty (60) daysof a party’s request for negotiation, either
party may initiate arbitration as hereinafter
provided.
b) Any dispute arising out of or related to thisAgreement or the products and/or services
provided hereunder which has not been
resolved by the negotiation proceduredescribed above, shall be settled by binding
arbitration administered by the American
Arbitration Association in accordance with its
Commercial Arbitration Rules and judgementon the award rendered by the arbitration(s)may be entered in any court having jurisdiction thereof.
c) Unless Buyer and Seller otherwise agree inwriting, the arbitration panel shall consist ofthree arbitrators. The arbitrator(s) shall haveno authority to award punitive or other damages not measured by the prevailing party’s
actual damages and may not, in any event,
make any ruling, finding or award that does
not conform to the terms and conditions of
this Agreement.
d) The arbitration proceedings shall be conducted in Stratford, Connecticut.