PURCHASE ORDER TERMS AND CONDITIONS

REA MAGNET WIRE COMPANY
 
1.       ACCEPTANCE - Acceptance is limited to the terms stated and no revision or addition to the order shall be effective (whether or not in Seller’s acknowledgment or other form) unless agreed to in writing by Buyer’s authorized
representative. Written acknowledgment or commencement of performances pursuant to this Purchase Order constitutes acceptance of all the terms and conditions herein and none other by the Seller, whether or not the Seller has acknowledged this order or has stated additional or different terms in connection with any acknowledgment, order form, invoice or other notification to Buyer, specifications, drawings, notes, instructions, engineering notices or technical data referred to herein shall be deemed to be incorporated by reference. In case of any discrepancies or questions, Seller shall refer to Buyer for decision or instructions or for interpretation. If delivery dates cannot be met, Seller shall inform the Buyer of Seller’s best possible delivery time for Buyer’s acceptance.
 
2.       ASSIGNMENTS  AND  SUBCONTRACTS  -  Seller  shall  not  assign  any  right  or  interest  in  this  Purchase  Order  nor  delegate  any  obligations  owed  by  Seller  hereunder  without  the  written  permission  of  Rea  Magnet  Wire Company, Inc. Any attempted assignment or delegation shall be wholly void and totally ineffective for all purposes. Seller shall not subcontract for the furnishing of any of the completed or substantially completed products under this Purchase Order without the prior written consent of Rea Magnet Wire Company, Inc.
 
3.      WARRANTY - Seller warrants that the materials, equipment and service supplied under this Purchase Order will be free from defects in design, materials and workmanship, will conform to accepted samples or to Buyer’s specifications as the case may be, or to both if there are both, and if ordered for a stated purpose will be fit for such purpose. If this Purchase Order covers equipment, Seller warrants in addition, that if any failure occurs without Buyer’s fault. Seller will repair or replace without cost to Buyer.
 
The stated warranty is in addition to all other warranties, whether express or implied. All warranties shall run to Buyer and its customers. Buyer approval of Seller’s design or material shall not be construed to relieve Seller
of the warranty set forth above, nor shall waiver by Buyer of any drawings or specification requirements for one or more goods constitute a waiver of any such requirements for remaining goods to be delivered hereunder unless so stated by Buyer.
 
4.     INSPECTION - Materials and equipment purchased hereby are subject to inspection after delivery. Buyer may reject and return to Seller, rework at Seller’s expense or require Seller, at Seller’s cost, to correct defects, where goods do not conform to the terms and conditions of this Purchase Order, or are shipped contrary to instructions, or not in containers suitable for commodity carrier. Goods so rejected may be returned to Seller or held by Buyer at Seller’s risk and expense, and in either event all costs, handling and transportation expense both ways shall be charged to the Seller. Rejected goods shall not be replaced except upon receipt of specific written instructions from Rea Purchasing Department
 
5.       CANCELLATION - Buyer shall have the right to cancel this Purchase Order in full or in part, without recourse, on account of defects in material, workmanship or quality, or if not delivered on or before the delivery date given on this Purchase Order, or if not in accordance with specifications, or drawings, or approved samples, or Seller’s representations.
 
Buyer may at any time by written-notice cancel this Purchase Order or any part thereof at its convenience in which event Buyer may be liable to reasonable cancellation charges.
 
6.      SELLER’S  OBLIGATION-INDEMNIFICATION  -  Seller  shall  indemnity  Buyer  and  hold  it  harmless  against  any  and  all  actions,  proceedings,  cost,  expense,  loss,  damage,  liability  and  other  claims  relating  in  any  way  to personal  injury,  property  damage  and/or  economic  losses  including  without  limitation  all  damages  recoverable  under  law  that  arise  out  of,  are  in  connection  with,  or  relate  in  any  way  to  goods,  material  furnished  or services-work performed by Seller pursuant to this order, including without limitation reasonable attorney’s fees incurred by Buyer.
 
7.       PRICE - Rea Magnet Wire Company, Inc. shall not be billed at a price higher than quoted or last charged unless a different price is authorized by the Purchase Order. Seller warrants the price charged for the products
to be the lowest charged by Seller to buyers of a class similar to Rea Magnet Wire Company, Inc. purchasing in quantities and under circumstances comparable to those specified in this Purchase Order. Seller agrees that any reduction in the price of the products covered by this order, subsequent to the placement of this order or prior to Rea Magnet Wire’s receipt of the goods, shall apply to this order.
 
Seller agrees at its own expense, to hold harmless the Buyer, its distributors and its dealers in and users of the product or materials furnished by Seller under this Purchase Order with respect to any and all claims that such products  or  materials  infringe  any  U.S.  Letters,  Patents  or  Foreign  Patents  Trademarks  and  Copyrights  with  respect  to  any  and  all  suits,  controversies,  demands  and  liabilities  arising  out  of  any  such  claim.  With respect to the purchase or lease of equipment the Seller agrees to defend any suit for patent Infringement which may be brought against the Buyer based solely upon the Buyer’s use of the equipment purchased or leased,
to hold Buyer harmless and to indemnity Buyer in full against all liabilities, damages and expenses arising out of such suits.
 
No packing, packaging, or freight charges will be allowed unless specified on the face of the order.
 
8.     DELIVERY - Delivery must be made as stated on this Purchase Order. Rea reserves the right to purchase goods materials, supplies and/or services covered by this Purchase Order elsewhere upon default in delivery, and to charge Seller for losses incurred, provided, however, delay in delivery is not due to unforeseeable causes beyond the control, and without the fault or negligence of Seller. Shipments made prior to any specified date may be held at Seller’s risk or returned to Seller at Seller’s expense and risk.
 
9.      BANKRUPTCY/INSOLVENCY - If Seller ceases to conduct its operations in the normal course of business (including inability to meet its obligations as they mature) or if any proceeding under the bankruptcy or insolvency laws is brought by or against seller, or a receiver for the buyer is appointed or applied for or an assignment for the benefit of creditors is made by the seller, Rea Magnet Wire Company, Inc. may terminate this Purchase Order without liability except for deliveries previously made or for articles covered by this order then completed and subsequently delivered in accordance with the terms of this order.
 
10.   COMPLIANCE WITH LAWS - Seller warrants that all goods and services furnished hereunder will comply with all applicable Federal and State laws (and with the regulations, orders and standards thereafter), including where applicable but not limited to, The Fair Labor Standards Act, The Civil Rights Act of 1964 and The Occupational Safety and Health Act of 1970, and any amendments thereto; and the Seller agrees to give Buyer all such compliance certificates, notices and reports as may either be required or otherwise necessary in such connection, and to appropriately label all goods supplied under this purchase contact in the manner required by any such applicable laws, regulations, order or standards.
 
If applicable to this Purchase Order, Seller warrants that it is in compliance with Executive Order 11246 as amended.
 
11.     CHANGES - Buyer may from time to time change packing, testing, destinations, specifications, designs and delivery schedules (postponements only). Seller shall immediately notify the Buyer of any increases or decreases
in costs caused by such change and an equitable adjustments in prices or other terms hereof shall be agreed upon in a written Amendment to this Purchase Order.
 
12.     GOVERNING LAW - This Purchase Order shall be governed by, construed and enforced in accordance with the internal State law.
 
13.     DEFINITION: The term “Company” means Rea Magnet Wire Inc., or any company that is a subsidiary of, an affiliate of, or related to Rea Magnet Wire Inc. The term “Seller” means any individual, corporation or other entity        
          who Is to perform or provide  the Work under this purchase order. The term “Work” means all items, materials, equipment, labor or other services that is the subject of this purchase order.
 
14.    INSURANCE: If Seller, either as principal or by agent or employee, enters upon the property of Company in order to do any Work. Seller agrees to maintain and, prior to starting the Work, provide Company with written
certification of the following insurance coverage: (a) Worker’s Compensation Insurance or qualification as a self-insurer to satisfy the laws of the state in which the Work will be performed: (b) Employers Liability Insurance for Bodily injury per accident with limits of not less than $100,000 and Bodily Injury by Disease with limits of not less than $100,000 per policy: (c) Commercial General Liability Insurance for personal injury and property damage, including contractual liability insurance, with combined limits of not less than $1,000,000 per occurrence; and (d) Automobile Liability Insurance for personal injury and property damage with combined limits of not less than $1,000,000 per occurrence. Seller’s Worker’s Compensation Insurance or Seller, if self-insured, agrees to waive all rights of subrogation against Company except for claims caused by Company’s sole negligence. Also, Seller will name Company as an additional insured on its Commercial General Liability and Automobile Liability policies. Seller’s insurance will be primary without right of contribution of any other insurance carried by or on behalf of Company.
 
15. LIENS: Seller guarantees that no lien, encumbrance or security interest will be filled by anyone against Company, Company’s property or the Work for materials or labor or both furnished under this purchase order and will defend
       and hold Company harmless from any such liens, encumbrances or security interests and will pay all attorney’s fees and all other costs and expense arising from such liens, encumbrances or security interests.
 
16. INDEPENDENT CONTRACTOR: Seller is an independent contractor and not an employee or agent of Company. Company disclaims any right to control the manner of performance by Seller and Company will not control the                                 
      manner of performance of any employee of Company. Seller’s role will be that of an adviser and not of master to any Company employee. Seller does not have any Company title and Seller is not eligible for Company benefits or                                             
                        employee plans.   
                   
17. ENVIRONMENT, HEALTH, SAFETY AND SECURITY: If Seller, either as principal or by agent or employee, enters upon the property of Company, Seller agrees to comply with Company’s rules and regulations including its            
                         environmental, health, safety and security rules and regulations.
 
 
18. HAZARDOUS AND DANGEROUS GOODS AND MATERIALS: For any goods or materials furnished in accordance with this purchase order which are defined as hazardous or dangerous under applicable law, Seller must     
       provide Company with hazardous warning and safe handling information in the form of a material safety data sheet (MSDS) and appropriate labeling for such goods or materials.
 
 
 
         
 
EQUAL OPPORTUNITY CLAUSE
 
1.       The supplier will not discriminate against any employee or applicant for employment because of race, sex, creed, color or national origin. The supplier will take affirmative action to ensure that applicants are employed,
and the employees are treated during employment without regard to their race, sex, creed, color or national origin. Such action shall include but not be limited to the following Employment, upgrading, demotion, or transfer, recruitment or recruitment advertising, layoff or termination; rates of pay or other forms of compensation, and selection for training, including apprenticeship. The supplier agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the contracting officer setting forth the provisions of the nondiscrimination clause.
 
2.       The supplier will, in all solicitations or advertisements of employees placed by or on behalf of the supplier, state that all qualified applicants will receive consideration for employment without regard to race, sex, creed, color or national origin.
 
3.       The supplier will send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding, a notice to be provided by the agency contracting officer, advising the labor union or workers’ representative of the supplier’s commitment under Section 202 of Executive Order 11246 of September 24, 1965, and shall post copies of the notice in conspicuous places available
to employees and applicants for employment.
 
4.       The supplier will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations and relevant orders of the Secretary of Labor.
 
5.       The supplier will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by the rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access
to his books, records, and accounts by the contracting agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations and orders.
 
6.       In the event of the supplier’s noncompliance with the nondiscrimination clauses of this contract or with any of such rules, regulations or orders, this contract may be canceled, terminated or suspended in whole or in part and the supplier may be declared ineligible for further Government contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor or as otherwise provided by law.
 
7.      The supplier will include the provisions of paragraphs (1) through (8) in every subcontract or Purchase Order unless exempted by rules, regulations or orders of the Secretary of Labor issued pursuant to Section 204 of Executive  Order  11246  of  September  24,  1965,  so  that  such  provisions  will  be  binding  upon  each  subcontractor  or  vendor.  The  supplier  will  take  such  action  with  respect  to  any  subcontract  or  Purchase  Order  as  the contracting agency may direct as a means of enforcing such provisions including such actions for noncompliance. Provided however, that in the event the supplier becomes involved in, or is threatened with litigation with
a subcontractor or vendor as a result of such direction by the contracting agency, the supplier may request the United States to enter into such litigation to protect the interests of the United States.
            
                  8.      The Equal Opportunity Clause in 41 C.F.R. 60-741.5(a) is incorporated by reference in the purchase order. The Equal Opportunity Clauses in 41 C.F.R. 60-250.5(a) and 41 C.F.R 60-300.5(a) are also incorporated by reference in the purchase order.