Document Name: Terms & Conditions of Purchase
Number: D4.6.1-1

Revision: 02, 03/03/20 Page 1 of 1

1. CONTRACT. The “Contract” is the legally binding agreement for purchasefrom Accretech SBS of the goods (“Goods”) from Seller. These Terms andConditions, Seller’s Quotation (if any) and Accretech SBS purchase order,drawings and specifications comprise the Contract. The Contract states theparties’ entire agreement, superseding prior discussions, correspondence,negotiations and proposals. Seller’s preprinted terms, including those inSeller’s Quotation (if any), shall not apply to the Contract to the extent theyconflict with these terms and conditions. Upon acceptance of a purchaseorder from Accretech SBS, together with any drawings and specifications, orshipment of Goods pursuant to a purchase order from Accretech SBS, Seller
shall be bound by the provisions of this Contract, whether Selleracknowledges or otherwise signs this Contract or the purchase order, unlessSeller objects to such terms in writing prior to shipping the Goods. The Seller
is responsible to make sure personnel are capable of meeting therequirements. The Sellers will allow onsite visits to measure and to monitor
performance. This Contract shall only be modified in writing and signed by theparties.

7. INDEMNITY. Seller shall indemnify, hold harmless, and at Accretech SBS
request, defend Accretech SBS, its officers, directors, customers, agents andemployees, against all claims, liabilities, damages, losses and expenses,
including attorneys’ fees and cost of suit, arising out of or in any way
connected with the Goods provided under this Contract, including, without
limitation for Goods that are standard commercial products offered by Seller,
any claim by a third party against Accretech SBS alleging that the Goods
infringe a patent, copyright, trademark, trade secret or other proprietary rightof a third party.

2. DELIVERY. Delivery of Goods shall be made pursuant to the applicablepurchase order, including drawings or specifications, if any, submitted byAccretech SBS. In the event Seller fails to deliver the Goods within the time orby the shipping method or within the delivery date specified, Accretech SBS
may, at its option, decline to accept the Goods and terminate the Contract.
Seller shall package all items in suitable containers to permit safe
transportation and handling. Accretech SBS purchase order number must
appear on all shipping containers, packing sheets, delivery tickets and bills oflading.

9. CANCELLATION. Accretech SBS shall have the right and at its
convenience to terminate an order in whole or in part at any time, and fromtime to time, by written notice effective upon receipt by Seller, even though
Seller is not in breach of any obligation under the contract. Upon receipt ofnotice of termination, Seller shall immediately discontinue performance andshall comply with Accretech SBS instructions concerning disposition ofcompleted and partially completed items, work in progress and materials
acquired pursuant to the order. In the event of such termination, Accretech
SBS shall pay an amount in settlement to be mutually agreed upon by theparties that shall cover Seller's reasonable costs of performance incurred prior
to termination in connection with the items for which the order is terminated.
However, said payment shall not exceed the price specified herein for suchitems. In no event shall the Seller be entitled to recover incidental orconsequential damages. Seller shall advise Accretech SBS, in writing, ofSeller's claim, if any, for termination costs within ten (10) business days after
receipt of the notice of termination.

3. TITLE AND RISK OF LOSS. Title to the Goods shipped under thisContract shall pass to Accretech SBS in accordance with the shipping terms
specified on the face of the purchase order.
4. PRICE AND PAYMENT. Accretech SBS shall pay Seller the amountagreed upon and specified in the applicable purchase order. Payment shallnot constitute acceptance of the Goods. Seller shall invoice Accretech SBS
promptly for all Goods shipped and in no event later than five (5) businessdays from the date of shipment and such invoice must reference theapplicable purchase order and the individual parts shipped. Accretech SBS
reserves the right to return all incorrect invoices. Unless otherwise specified
on the face of a purchase order, Accretech SBS shall pay the invoiced
amount within thirty (30) days after receipt of a correct invoice. Accretech
SBS will consider all offers from Seller for discounts from the invoiced amountfor expedited payments in cash.
5. WARRANTIES. Seller warrants that all Goods provided will be new and will
not be used or refurbished. Seller warrants that all Goods delivered shall befree from defects in materials and workmanship and shall conform to allapplicable Seller specifications and drawings and specifications provided byAccretech SBS, if any, for a period of fifteen (15) months from the date ofdelivery to Accretech SBS or for the period provided in Seller’s standard
warranty covering the Goods, whichever is longer. All warranties shall be
construed as conditions as well as warranties and shall not be exclusive.
Seller shall furnish to Accretech SBS Seller’s standard warranty and service
guaranty applicable to the Goods. If Accretech SBS identifies a warranty
problem with the Goods during the warranty period, Accretech SBS willpromptly notify Seller of such problems and will return the Goods to Seller, atSeller’s expense. Seller shall, at Accretech SBS option, either repair or
replace such Goods, or credit the Accretech SBS account for the same.
Replacement and repaired Goods shall be warranted for the remainder of thewarranty period or six (6) months, whichever is longer.
6. INSPECTION. Accretech SBS shall have a reasonable time after receipt of
the Goods and before payment to inspect them for conformity hereto, and theGoods received prior to inspection shall not be deemed accepted until
Accretech SBS has run an adequate test to determine whether the Goods
conform to the applicable specifications. If the Goods tendered do not wholly
conform to the provisions hereof, Accretech SBS shall have the right to rejectsuch Goods. Nonconforming Goods will be returned to Seller, freight collect,and risk of loss will pass to Seller upon Accretech SBS delivery to thecommon carrier.

8. CONFIDENTIALITY. Seller will acquire knowledge of Accretech SBS
confidential information in confidence during and following termination or
expiration of this Contract. Seller agrees to limit its internal distribution ofAccretech SBS confidential information to Seller’s employees, agents or
subcontractors who have a need to know, and further agrees not to use suchinformation except in the course of performing hereunder and will not use
such information for its own benefit or for the benefit of any third party.

10. LIMITATION OF LIABILITY. IN NO EVENT SHALL ACCRETECH SBSBE LIABLE TO SELLER OR SELLER’S EMPLOYEES, AGENTS ORSUBCONTRACTORS, OR ANY THIRD PARTY, FOR ANY INCIDENTIAL,INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF,OR IN CONNECTION WITH, THIS CONTRACT, WHETHER OR NOTACCRETECH SBS WAS ADVISED OF THE POSSIBILITY OF SUCHDAMAGE.
11. SEVERABILITY. If any provision of this Contact shall be deemed to beinvalid, illegal or unenforceable, the validity, legality and enforceability of theremaining provisions shall not in any way be affected or impaired thereby
12. ASSIGNMENT AND WAIVER. Seller may not assign its rights or delegate
its duties under this Contract without the prior written consent of Accretech
SBS. This Contract shall insure to the benefit of, and be binding upon, thesuccessors and assigns of Accretech SBS without restriction. A waiver of any
default hereunder or of any term or condition of this Contact shall not be
deemed to be a continuing waiver or a waiver of any other default or any
other term or condition.
13. APPLICABLE LAW. The Contract shall be governed by the laws of theState of Oregon, exclusive of its conflicts of laws principles or the applicationof the United Nations Convention on the International Sale of Goods. Any
disputes arising out of this Contract that cannot be informally resolved shallbe adjudicated exclusively in Multnomah County, Oregon, USA in any court ofcompetent jurisdiction.

Accretech SBS

Portland, ORPrinted copy is an Uncontrolled Copy - Verify Before Use
Date Printed: 3/3/20