Terms & Conditions of Purchase of Goods and Services
1. General. This Purchase Order ("Order") is placed by the CAIRE entity ("Buyer")stated on the face of the Order and subject to the terms, conditions and instructions
appearing on the face and reverse side hereof, attached hereto or otherwise provided
by Buyer, including any specifications, drawings and other data, all of which areincorporated herein and made part of the agreement (the “Agreement”) between
Buyer and Seller. Accepting this Order, whether by partial performance or otherwise,
shall be deemed acceptance of the Agreement, and unless Buyer receives Seller's
written notice of rejection within three business days after Seller's receipt of thisOrder, then Seller shall be deemed to have unconditionally accepted this Order. Seller
agrees that this Order is expressly limited to and conditioned upon Seller's acceptanceof these Terms & Conditions of Purchase, which may not be changed or waived
except in writing signed by Buyer. Any additional, inconsistent or different terms andconditions contained in Seller's order acknowledgement or other documents are
hereby expressly rejected. As used herein, the term "items" refers to goods and/or
services furnished by Seller under this Order. With respect to this Order, time is of theessence. This Order is subject to termination by Buyer free of any claim or liability for
Seller's failure to deliver items by the date specified by Buyer.
2. Payment/Shipment. Unless otherwise specified on the reverse side of this Order,
the terms of payment are net cash within fifty-five days from the later of the date on
which an undisputed invoice is received by Buyer or the date on which the invoiced
conforming items are received. Seller certifies that at the time of its acceptance of thisOrder, the prices stated herein include all applicable taxes and are not in excess of theprices currently being charged by Seller to other customers for the same or smaller
quantities of like items with similar delivery or performance schedules. Seller shallmail separate invoices in duplicate for each shipment to Buyer Attn: Accounts
Payable. No charges of any kind, including charges for boxing, carting, freight,
insurance or storage will be allowed unless specifically agreed to by Buyer in writing.
Bill of lading shall be sent with goods or attached to invoice and showing Buyer’s PO
number, equipment description and Buyer's other numbers, if any. Shipment shall be
by least expensive way, unless otherwise stated. Excess unauthorized shipments andshipments arriving in advance of scheduled delivery date may be returned at Seller'srisk and expense. Buyer may at all times set-off any amount owing to Seller or to anyof Seller's affiliated companies against any amount payable in connection with thisOrder by Buyer or in connection with any other agreements by any of Buyer’s
affiliates.
3. Changes. Buyer shall have the right to make changes to this Order includingchanges to the shipping schedule. If any such change causes an increase or decreasein the cost of or the time required for performance of this Order, an equitableadjustment shall be negotiated in the purchase price or performance schedule or both.
Any claim by Seller for adjustment hereunder shall be deemed waived unless asserted
in writing within five days from receipt by Seller or notice of the change. Seller shall
implement such changes upon receipt of Buyer's written notice of change.
4. Risk of Loss and Title. Delivery terms applicable to this Order shall be as definedin INCOTERMS 2010. DDP shall apply if no delivery terms are specified by Buyer.
Notwithstanding any agreement with respect to delivery terms or payment oftransportation charges, risk of loss or damage shall pass to Buyer and delivery shall bedeemed to be complete only upon actual receipt and acceptance of the goods by
Buyer. Risk of loss or damage to goods rejected by Buyer or to items for which
acceptance has been revoked remain with Seller. Title to goods shall pass at the earlierof receipt and acceptance of conforming goods or payment for such goods.
5. Warranty. Seller warrants to Buyer, its successors, assigns and customers that theitems supplied are merchantable, of good quality, strictly comply with specifications,drawings and data submitted to or by Buyer in connection with this Order, are freefrom defects, whether patent or latent, in design, material, workmanship and title, andexcept for build-to specification orders, are suitable for the particular use for which
the items are purchased. All services will be performed in a good and workmanlike
manner and according to the highest applicable industry standards. Seller guarantees
to repair or replace, at Seller’s sole expense, the goods, or parts thereof, found to be
defective and to re-perform any nonconforming services. Any replacement parts andmaterials or re-performance of services are also warranted as stated herein. Seller
further warrants that it is at all times fully comply with all applicable federal, state andlocal rules, laws, codes and regulations. Seller further warrants that no items delivered
pursuant to an Order will, on the date of delivery, be adulterated or misbranded under
21 U.S.C. §§ 351, 352 and 355 or 15 U.S.C. §§ 1261-1276, as amended, or beotherwise prohibited from introduction into interstate commerce under 21 U.S.C. §331, 15 U.S.C. § 1263, as amended, or similar state or municipal laws, and Seller
guarantees that, where applicable, the manufacture of any article or material shallhave been consistent with 21 C.F.R. §§ 800-895, as amended.
6. Nonconformity. All items ordered will be subject to final inspection and approval
by Buyer and its customers, at Buyer’s election, at Seller’s plant or other Buyerdesignated location or, if services, at the site at which such services are to be
performed. If any of the items are found at any time to be not in conformity with therequirements of this Order, Buyer shall also have the right to reject and return, or tohold such items for Seller's instructions at Seller's sole risk and expense or, in the caseof services, to have such services re-performed at Seller’s sole cost and expense.
However, such items are not to be replaced or re-performed by Seller without Buyer's
written authorization.
7. Indemnity. Seller shall, to the fullest extent provided by law, defend, indemnify
and hold harmless Buyer, its successors, assigns and customers, from and against
claims, liability, loss and damages, including those arising out of property damage or
personal injury or death, arising out of or relating to this Order or the items or services
furnished hereunder, or any litigation based thereon and any related costs, expenses,
and attorneys' fees. Seller shall further defend, indemnify and hold harmless Buyer, its
successors, assigns and customers from and against any and all liens upon thepremises of Buyer or its customers, including without limitation, liens for labor
performed and material furnished by Seller or its subcontractors, and Seller shall also
at its own expense immediately procure the discharge, release or satisfaction of any

and all notices of intention or other evidence of such lien or claim thereto. Seller shallfurther defend, indemnify and hold harmless Buyer, its successors, assigns andcustomers from and against claims, liability, loss and damage, including without
limitation, costs, expenses, and attorneys' fees arising out of or relating to any claim ofpatent or copyright infringement of or in any way related to the items or parts thereof,
furnished hereunder or any litigation based thereon. In addition, Seller shall procure at
Seller's sole expense for Buyer the right to continue using the items or parts found tohave been infringing or shall so modify, supplement or replace such items and parts
as to eliminate such infringement, provided that there is no performance degradation
due to such actions and the same is reasonably acceptable to Buyer.
8. Insurance. Seller shall at all times procure and maintain for the performance of thisOrder, workers’ compensation, comprehensive general liability, automobile liability,
bodily injury and property damage insurance and other such insurance in reasonableamounts as Buyer may require with insurers reasonably acceptable to Buyer. In
addition, Seller and all of its employees, agents and subcontractors shall comply withall site requirements if entering onto Buyer’s or Buyer’s customer’s property. Seller
shall provide Buyer with 30 days written notice prior to the effective date of any
cancellation or change in the terms of coverage of any required insurance; provided,
however, such notice shall not relieve Seller of its obligations to procure and maintainthe required insurance. Seller shall provide a certificate of insurance showing Seller’s
compliance with these requirements in a form reasonably acceptable to Buyer andshall name Buyer and its subsidiaries and affiliates as additional insured for all
required coverage except workers’ compensation and shall waive all rights ofsubrogation in favor of Buyer and its subsidiaries and affiliates. Insurance maintained
pursuant to this clause shall be considered primary as respects the interest of Buyer
and is not contributory with any insurance which Buyer may carry. The following
minimum limits are required:(i) workers’ compensation at statutory benefits in the state where Seller performs its
obligations under this Order and where any services are performed and employer’s
liability at $1 million each accident;(ii) automobile liability at $1 million combined single limit;(iii) general and product/projects liability at $1 million combined single limit per
occurrence;(iv) umbrella/excess liability at $5 million combined single limit per occurrence; and(v) other coverage as requested.
At Buyer's request, Seller shall provide Buyer with payment and performance bondsin the amount equal to the value of this Order. In the event that Seller fails to comply
with any of the requirements stated herein, Buyer may procure such coverage at
Seller’s sole expense.
9. Seller Information. Unless otherwise agreed to in writing signed by Buyer's duly
authorized representative, any knowledge or information concerning the design,
manufacture, sale or use of the items covered by this Order which Seller may disclose
to Buyer incident to the performance, manufacture or delivery of items covered bythis Order shall be deemed to have been disclosed as a part of the consideration forthis Order and to be free from all restrictions as to the use or disposition thereof by
Buyer, and Seller agrees not to assert any claim against Buyer by reason of Buyer's
use or disposition thereof.
10. Buyer Property and Information. Buyer shall retain exclusive title to any
specifications, drawings, data, sketches, designs, patterns, dies, molds, tooling,equipment and materials of every description paid for or supplied by Buyer for use in
the performance of this Order. Seller shall for all times keep confidential all
information, drawings, specifications, data or any other details furnished by Buyer or
prepared by Seller specifically in connection with this Order, and without the expressprior written consent of Buyer, Seller shall not copy or disclose the same to any third
party, and may not use them for any purpose other than to fulfill its obligations under
this Order. Any personal property provided by Buyer shall be retained by Seller on
consignment, suitably identified as Buyer's property. Seller shall hold and maintainany such articles at its risk and expense, shall keep such articles insured at its expense
while in its custody or control in an amount equal to the replacement cost thereof,
with loss payable to Buyer, and shall not use such articles except in filling Buyer'sOrders. All such articles shall be delivered to Buyer upon demand, in the same
condition as when received, except for reasonable wear and tear, and except to theextent such articles have been incorporated into items delivered to Buyer, or
consumed in the normal performance of work for Buyer. Unless otherwise agreed toin writing signed by Buyer's duly authorized representative, all right, title and interest
in any inventions, developments, improvements or modifications as a result of thisOrder shall be deemed “works made for hire” and shall exclusively vest with Buyer.
11. Termination. Buyer may, without cost or liability to Buyer, except for deliveries orservices previously made and accepted, terminate this Order if one or more of thefollowing events shall occur: (a) failure of Seller to perform any of its obligations
under this Order or (b) any adverse change in the position, financial or otherwise, ofSeller or (c) the insolvency of, or the filing of a petition under any federal or statebankruptcy or insolvency laws by or against Seller. In any termination permitted bythis section, Seller shall be responsible for any and all damages suffered to Buyer, its
successors, assigns or customers as a result. Seller agrees that in the event it becomes
necessary for Buyer to take enforcement action of this Agreement against Seller, Seller
agrees to pay any and all attorney and arbitrator fees, and other legal expenses
associated therewith incurred by Buyer. In addition to the preceding rights oftermination, Buyer may, on reasonable notice to Seller, terminate or suspend this Orderat its convenience without cost or liability to it as to any items not received or acceptedby Buyer. Any items shipped, or service performed, after the effective date of suchtermination or suspension, may at the sole option of Buyer be accepted by Buyer under
this Order or be returned to Seller at Seller's risk and expense. Buyer is excused fromperforming in the event of causes beyond Buyer’s reasonable control, including but notlimited to, acts of God, war, terrorism, strikes, restrictions of the United States
Government or other governments having jurisdiction.
12. Governing Law and Arbitration. This Agreement and any claim, controversy or
dispute arising under or related to the Agreement, the relationship of the parties, and theinterpretation and enforcement of the rights and duties of the parties is exclusively
governed by the laws of England and Wales, excluding its conflicts of law principles
and excluding the United Nations Convention on Contracts for the International Sale ofGoods. Seller waives all causes of action arising under this Agreement after one year
from the date of the occurrence of the event giving rise to any such claim, waives any
sovereign immunity claims or defenses, and consents to and will not contest personal
jurisdiction in the courts of London, England. Any disputes, controversies or claims
arising out of or relating to this Agreement, or the breach thereof which cannot be
resolved amicably within 60 days, shall be settled by binding arbitration. Thisagreement to submit to binding arbitration shall be specifically enforceable under theprevailing arbitration law. The award of the arbitrator shall be final, and a judgment
may be entered upon it by any court having jurisdiction. A party desiring to invoke thisarbitration provision shall serve written notice upon the other of its intention to do so
and the name of an impartial individual who is knowledgeable in matters pertaining to
Buyer’s industry to serve as an arbitrator. If the other party objects within 15 days to thearbitrator proposed, and the parties fail to agree on an arbitrator within 30 days
thereafter, then the arbitrator shall be appointed by the arbitration tribunal. The
arbitration shall be conducted in accordance with the International Arbitration Rules
then prevailing of the International Centre for Dispute Resolution. Unless the parties
agree otherwise, all arbitrations shall be conducted and all related documents submitted
shall be in the English language in London, England, and the arbitrator shall apply thesubstantive governing laws as specified above. All awards granted by the arbitrator
shall be final and binding on the parties, and shall include interest from the date of any
breach or default and from the date of the award until paid in full. Judgment may beentered on any award or decision of the arbitration panel by either party in a court ofcompetent jurisdiction. The arbitrator may grant emergency interim relief according to
the applicable arbitration rules, and shall award costs, fees and other expenses of thearbitration, including reasonable attorney’s fees, to the party not in default. If Seller
fails to promptly assume Buyer’s defense when requested to do so as required under
this Agreement, then Buyer may defend with counsel of its own choice at the expenseof Seller.
13. Miscellaneous. The Agreement as defined in Section 1 constitutes the complete
and exclusive agreement between Seller and Buyer and there are no agreements,
understandings, restrictions, warranties, or representations between the parties otherthan those set forth herein. Assignment or subcontracting any portion of this Order orof any interest herein, or of any payment due hereunder, without the prior writtenconsent of Buyer, shall be void. If any provision, or any part thereof, of this Agreement
is found by any court or governmental agency of competent jurisdiction to be invalid
or unenforceable for any reason whatsoever, then such provision shall be deemed
revised and applied to the maximum extent allowed by applicable law, and suchinvalidity or unenforceability shall not affect the remainder of such provision or any
other provision here which shall remain in full force and effect. The obligations of
Seller under this Order shall survive any inspection, delivery, acceptance or paymentof and for the items. If Seller is a subcontractor to Buyer, then Seller further agrees,with respect to the items it is supplying, that Seller shall also be governed by the sameterms and conditions by and between Buyer and Buyer's customer so there is a total
flow down of the same. Headings are for convenience only and shall be given no legal
effect. Buyer’s remedies expressly provided for in these conditions shall be in addition
to any other remedies which Buyer may be entitled to in equity or at law. Buyer’s
failure on any occasion to insist on strict performance of any term or condition hereof
shall not constitute a waiver of compliance with such term or condition on any otheroccasion or a waiver of any default. Fax copies and other electronically submitted
copies shall be given the full force and effect as an original.
14. Software. Seller grants to Buyer a non-exclusive royalty free perpetual license touse any standard software provided by Seller hereunder and to sublicense the same.
Buyer shall not be bound by any terms and conditions that may accompany any
software. Seller grants to Buyer an unlimited, exclusive and perpetual license to use,
modify and sublicense any custom software provided by Seller to Buyer.
15. Limit of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN
THIS AGREEMENT, IN NO EVENT SHALL BUYER OR ITS AFFILIATES BE LIABLE
TO SELLER OR TO ANY THIRD PARTY FOR ANY SPECIAL, INDIRECT,INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT
LIMITED TO LOSS OF PROFITS, LOSS OF USE, COST OF CAPITAL, COST OF
SUBSTITUTE EQUIPMENT, DOWNTIME COSTS, COST OF DELAYS, OR FOR ANY
PENALITIES, WHETHER ANY SUCH CLAIM FOR THE SAME IS BASED ON
CONTRACT, WARRANTY, TORT, NEGLIGENCE, STRICT LIABILITY OR
OTHERWISE. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THISAGREEMENT, BUYER'S TOTAL LIABILITY ARISING OUT OF THIS AGREEMENT
FOR ANY CLAIMS WHETHER IN CONTRACT, WARRANTY, NEGLIGENCE, TORT,STRICT LIABILITY, OR OTHERWISE, OR FOR ANY LOSS OR DAMAGE ARISINGOUT OF, CONNECTED WITH THIS AGREEMENT OR THE PERFORMANCE OR
BREACH THEREOF, SHALL IN NO EVENT EXCEED THE PURCHASE PRICEPAYABALE BY BUYER FOR THE SPECIFIC ITEMS OR SERVICES SUBJECT TO
THIS ORDER GIVING RISE TO THE CLAIM.
16. Hazardous Materials. Seller shall notify Buyer of all "hazardous materials" (asthat term is defined in applicable Federal, state and local statutes) which are containedin the items being supplied to Buyer or to Buyer's customers and Seller shall furnish
Buyer with copies of all applicable "material safety data sheets" for said items no later
than the shipment date under this Order. In addition, Seller shall be responsible for all

chemical substances or mixtures which Seller brings onto Buyer's or Buyer's
customer's premises. When ordered by Buyer, Seller shall promptly and properly
remove and dispose of all such substances, mixtures, containers, and/or otherhazardous materials residues in accordance with all applicable federal, state, local
statutes, laws, regulations, rules, orders, and ordinances. Seller agrees to indemnify andhold Buyer harmless from and against any and all damages and expenses (including
attorneys’ fees) resulting from Buyer’s violation of the requirements referenced in thisSection.
17. Government Contracts. If this Order is placed under a government contract(prime or subcontract), then this Order is also subject to the applicable government
contract clause(s), as are required by applicable law and the applicable government
contract, which are hereby incorporated into this Order by reference.
18. Export Sales and Compliance with Trade Laws. In no event shall Buyer berequired to export or deliver any technical information, data or materials if such export
or delivery is then prohibited or restricted by any law or regulation of the U.S.
Government, including departments, agencies and sub-divisions thereof or of any
other applicable governmental agency of any country having jurisdiction, including
the country in which the items the originated. Should Buyer’s performance of its
obligations hereunder be prohibited by any applicable governmental agency, in whole
or in part, be precluded because of the inability to obtain an export or import license
within a reasonable time, as appropriate, then Buyer’s obligations hereunder shall beterminated at Buyer’s option without further liability to Seller. Unless otherwise agreed
in writing by Buyer, Seller accepts all responsibility for exporting and importing any
items sold hereunder, will be the exporter of record and importer of record, and will be
responsible for filing any documents, obtaining any licenses required by the U.S. orother government agencies, and paying all duties and taxes necessary for exportationand importation. Seller agrees not to export any technical information or data of Buyer
without full compliance with U.S. and other laws of countries having jurisdiction.
Seller warrants and represents that it is in full compliance with all such applicable
export and import laws, including, but not limited to the International Traffic In Arms
Regulations, the Export Administration Regulations, and all U.S. anti-boycott andembargo regulations, and Seller shall provide Buyer with such written assurances ofcompliance as requested by Buyer from time to time. Specifically, Seller agrees not toimport, export or procure any items or components thereof or technical data to or froma prohibited person, prohibited country, or for a prohibited use under the U.S. or any
other applicable trade laws. Seller agrees to indemnify and hold Buyer harmless fromand against any and all damages and expenses (including attorneys’ fees) resulting
from Seller’s violation of applicable export and import regulations.
19. Compliance with Anti-bribery Laws. Seller represents to and assures Buyer that
it is familiar with the requirements of the U.S. Foreign Corrupt Practices Act (“FCPA”)
and other similar anti-bribery laws, including without limitation the OECD Antibribery
Convention and the UK Bribery Act, that it has not and will not violate those laws as
may amended from time to time, and that it neither has nor will offer, make, or agree to
make, directly or indirectly, any gift or payment of any kind or any politicalcontribution in violation of such laws. Seller shall provide Buyer with such written
assurances of compliance with such laws as requested by Buyer from time to time.
Any payment, offer of payment, or agreement to make a payment that is contrary to
the laws of the United States or the laws of the country in which it is made, or any
other payment in conflict with this clause, will constitute a material breach of thisAgreement, and any obligation of Buyer hereunder shall automatically terminate uponsuch breach without further liability to Seller. Seller agrees to indemnify and hold
Buyer harmless from and against any and all damages and expenses (including
attorneys’ fees) resulting from Seller’s violation of the requirements referenced in thisSection.
20. Right to Audit. For a period of not less than 10 years after completion of thisOrder, or as otherwise required by law if longer, Seller shall keep full and accurate
books of accounts and records relating to the performance of this Order, and shallallow the authorized representatives of Buyer to have access to such books and records
and make copies thereof during such period upon prior notice.
Rev 7/19