Terms and Conditions of Purchase

1. ENTIRE AGREEMENT: The term “Purchaser” shall mean the entity named on the purchase order. The term “Seller” shall mean the person, firm or corporation to whom the purchase order is addressed, whether the order be for manufactured goods, materials, supplies and work, or some or all of them. This purchase order, and any documents referred to on the face hereof, constitute the entire agreement between the parties and is expressly conditioned upon Seller’s acceptance of all of the terms and conditions of purchase contained therein. Any additional or different terms or conditions which may appear in any communication from Seller are hereby expressly objected to and shall not be effective or binding unless specifically agreed to in writing despite Purchaser’s acceptance of goods or services. Shipment and/or performance in full or in part under this order without written objection to Purchaser constitutes acceptance of goods or services in this order.

2. CHANGES: Purchaser shall have the right at any time to make changes in drawings, quantity, designs, specifications, materials, packaging, time and place of delivery and method of transportation. If any such changes cause an increase or decrease in the cost, or the time required for the performance, an equitable adjustment shall be made, and this Agreement shall be modified in writing accordingly.

3. WARRANTIES: Seller warrants that it has good and marketable title to all goods delivered to Purchaser pursuant to this Agreement and the same shall be delivered to Purchaser free and clear of all liens and encumbrances. Seller warrants that all goods and/or services furnished hereunder shall conform to the description and specification thereof, be merchantable, and free from any defects in design, workmanship and/or material. Seller also warrants that the items furnished hereunder are suited for their intended use. Seller shall indemnify and save Purchaser harmless from any breach of this warranty, and no limitations on Purchaser’s remedy in Seller’s documents shall operate to reduce this indemnification. Seller shall extend all warranties it receives from its suppliers to Purchaser, and Seller’s warranty shall extend to Purchaser’s customers. This warranty is in addition to all warranties implied in law. Seller’s warranty shall extend for a period of 12 months after the goods and/or services are delivered and accepted by buyer.

4. PRICE: This purchase order may not be invoiced at a higher price than last quoted to Purchaser without 30 days prior written notice to, and acceptance by Purchaser.

5. SHIPMENTS AND PACKAGING: (a) If it becomes necessary for Seller to ship by a more expensive way than specified in this purchase order to comply with Purchaser’s required delivery date, any increased transportation costs resulting therefrom shall be paid for by Seller unless the necessity for such rerouting or expedited handling has been caused by Purchaser and approved in advance. (b) Time is of the essence in making deliveries of good and/or services under this Order. Purchaser may, in addition to all other remedies available to it, cancel a purchase order and this Agreement in whole or in part, without liability, if deliveries are not made at the time specified in the Agreement. Seller agrees to pay Purchaser 20% of the value of the late purchase order for all later deliveries as liquidated damages, not a penalty, as the exact amount of damages incurred by Purchaser for such late delivery are difficult to predict upon acceptance of such purchase order. Alternatively, Purchaser may purchase the same or similar goods and/or services from another supplier(s) and Seller will pay Purchaser for all costs and expenses to cover such goods and/or services. (c) Quantity Tolerance: If Seller delivers less than 95% or more than 110% of the quantity of goods ordered, Purchaser may reject all or any excess goods. Any such rejected goods shall be returned to Seller at Seller’s risk of loss and expense. If Purchaser does not reject the goods and instead accepts the delivery of goods at the increased or reduced quantity, the price for the goods shall be adjusted on a pro-rata basis. (d) Packaging: Seller shall package the goods in accordance with accepted standard commercial practices for normal shipment considering the type of goods involved and the normal risks encountered during shipment. Each package shipped to Purchaser shall be numbered and labeled with Purchaser’s purchase order number, stock number, contents and weight, and shall contain an itemized packing slip. No charges of any kind will be allowed, including charges for boxing, packing, crating or cartage, unless specifically agreed to by Purchaser on the face hereof. Seller shall include an itemized list of goods, and if applicable to the items purchased, a Certificate of Analysis and Safety Data Sheets with each shipment.

6. BLANKET PURCHASE ORDERS: If a purchase order states that it is a blanket purchase order, any quantities thereon will be estimates only, and Purchaser reserves the right to increase or decrease the quantity ordered at any time in its sole discretion. A blanket purchase order will not create any commitment on the part of Purchaser to purchase any goods and/or services from Seller. With respect to a blanket purchase order, Purchaser will only be obligated to purchase, and Seller will only be obligated to sell, the goods and/or services in quantities and at the times specified in the written instructions of Purchaser or Purchaser’s authorized agent.

7. PAYMENT: Payment terms are net sixty (60) days from receipt of a correct invoice. Delay in receiving invoices, as well as errors and omissions on invoices, will be considered just cause for Purchaser to withhold payment without losing discount privileges, if any. All of Seller’s claims for money due or to become due from Buckhorn under this purchase order shall be subject to deduction or set-off by Purchaser by reason of any counterclaim arising out of this or any other transaction with Seller or any of Seller’s affiliated companies. Invoices shall be rendered separately for each delivery, cover not more than one purchase order, and specify Purchaser’s purchase order number. Purchaser is only liable for the taxes levied solely upon them by a governmental jurisdiction on the purchase of goods.

8. RISK OF LOSS: Regardless of delivery point, Seller agrees to bear all risk of loss, injury, or destruction of goods and materials ordered herein which occur prior to acceptance by Purchaser. No such loss, injury, or destruction shall release Seller from any obligations hereunder.

9. QUALITY STANDARDS: (a) Name Brand: If a special brand is specified in this purchase order, the goods and/or services being purchased must meet the standard for quality, performance, and use of such brand. If Purchaser elects to accept goods and/or services purported to be equal to the special brand, the goods and/or services may be rejected if any specification is determined to be nonconforming. 9b) Custom-Made: Any parts or materials that are custom-made to Purchaser’s specifications are required to pass inspection criteria established by Purchaser’s Quality Assurance Department.

10. INSPECTION AND ACCEPTANCE: All goods and/or services furnished under this purchase order by Seller to Purchaser shall be subject to inspection by Purchaser, or its designated representatives. Inspection maybe made at any time or place including at Seller’s manufacturing site or place of business. All goods and/or services purchased hereunder are subject to Purchaser’s acceptance. Goods and/or services rejected by Purchaser for whatever reason shall be held, transported and/or stored at Seller’s sole risk of loss and expense. Seller shall promptly reimburse Purchaser for any such expenses. Purchaser reserves the right to charge Seller an administrative fee for any rejection or non-acceptance. No goods returned by Purchaser pursuant to any warranty claim(s) shall be replaced without the prior written consent of Purchaser.

11. TERMINATION: (a) Termination for Convenience: Purchaser reserves the right to terminate this contract for its convenience. In such event Seller shall immediately stop all work and observe any instructions from Purchaser as to work in process. Seller shall be paid an equitable adjustment for work already performed. (b) Termination for Cause: By written notice of default to Seller, or if Seller becomes insolvent or makes an assignment for the benefit of creditors, or if there shall be instituted by or against Seller any proceeding under any bankruptcy, reorganization, arrangement, readjustment of debt or insolvency law of any jurisdiction or for the appointment of a receiver or trustee in respect to any of Seller’s property and such proceeding is not dismissed or cured within 60 days, Purchaser may cancel the whole or any part of this order or exercise any other remedy provided purchasers of goods by law or in equity.

12. FORCE MAJEURE: Purchaser may delay delivery and/or acceptance for causes beyond its control.