1. ACCEPTANCE: Seller agrees that Seller’s written acceptance or commencement of any work or the shipment of any goods or service under this order shall constitute Seller’s acceptance of these terms and conditions only. Acceptance of all or part of the goods or services shall not (i) waive Buyer’s right to cancel or return all or any portion of the goods or services that do not conform in all material respects to the Purchase Order; (ii) bind Buyer to accept future shipments of goods or services; or (iii) preclude Buyer from making any claim for actual damages or breach of warranty.  All purchases are subject to inspection and rejection by Buyer notwithstanding prior payment.  Rejected goods will be returned at Seller’s expense for transportation.  Seller, in its sole discretion, shall either replace defective goods or issue Buyer a refund or credit in the amount of the purchase price paid by Buyer for the subject defective goods.
  2. SHIPPING: Seller agrees: (a) to properly pack, mark and ship goods in accordance with the reasonable written requirements of Buyer; (b) to route shipments in accordance with written instructions from Buyer; (c) to make no charge for handling, packaging, storage, transportation or drayage of goods unless otherwise stated in this order; (d) to provide with each shipment packing slips with Buyer’s order number marked thereon; (e) to properly mark each package with this order number and, where multiple packages comprise a single shipment, to consecutively number each package; and (f) to promptly forward the original bill of lading or other shipping receipt for each shipment in accordance with Buyer’s written instructions. Seller shall convey to Buyer merchantable title to the goods free from any lien, security interest or encumbrance. The marks on each package and identification of the goods on packing slips, bills of lading and invoices shall be reasonably sufficient to enable Buyer to  identify the goods purchased. Seller agrees to promptly render, after delivery of goods or performance of services, correct and complete invoices to Buyer. Buyer shall pay all invoices within the time set forth on the front of this order and, if no time is set forth, then payment shall be made within thirty (30) days after receipt of Seller’s invoice. 
  3. DELIVERY SCHEDULES: TIME IS OF THE ESSENCE. Deliveries shall be made both in quantities and at times specified in writing by Buyer. Buyer shall not be required to make payment for goods delivered to Buyer which are in excess of quantities specified by Buyer and shall promptly return such excess quantities to Seller freight collect. Any change to the rate of scheduled shipments or if Buyer directs temporary suspension of scheduled shipments, Seller shall be entitled to a modification of the price for goods or services covered by this order. 
  4. CHANGES: Seller shall provide the goods that meet the written specifications provided by Buyer. Buyer reserves the right at any time on not less than fifteen (15) days written notice to Seller to direct changes, or cause Seller to make changes, to specifications or to otherwise change the scope of the work covered by this order, including work with respect to such matters as inspection, testing or quality control, and Seller agrees to promptly make such changes.  Buyer shall be invoiced for any difference in price or time for performance resulting from such changes. 
  5. INSPECTION: Seller agrees that Buyer shall have the right to enter Seller’s facility at reasonable times on prior written notice to inspect the facility, goods, materials, books, records, invoices, bills of lading and all other records related to the goods and any property of Buyer covered by this order. 
  6. NONCONFORMING GOODS: If Buyer rejects goods as nonconforming, the quantities under this order will automatically be reduced unless Buyer otherwise notifies Seller in writing. Seller will not replace quantities so reduced without a new order or schedule from Buyer. Nonconforming goods will, at Buyers option; (a) be held by Buyer for disposition in accordance with Seller’s instructions at Seller’s risk; or (b) returned to Seller at Sellers sole cost, expense and risk. Seller’s failure to provide written instructions within ten (10) days, or such shorter period as may be commercially reasonable under the circumstances, after notice of nonconformity shall entitle Buyer, at Buyer’s option, to dispose of the goods, without liability to Seller. Payment for nonconforming goods shall not constitute an acceptance thereof, limit or impair Buyer’s right to assert any legal or equitable remedy, or relieve Seller’s responsibility for latent defects. Seller shall reasonably consider Buyer’s reasonable suggestions for correcting all non-conformances. 
  7. FORCE MAJEURE: Any delay or failure of either party to perform its obligations hereunder shall be excused if, and to the extent that it is caused by an event or occurrence beyond the reasonable control of the party and without its fault or negligence, such as, by way of example and not by way of limitation, acts of God, actions by any governmental authority (whether valid or invalid), fires, floods, windstorms, explosions, riots, natural disasters, wars, sabotage, labor problems (including lockouts, strikes and slowdowns), inability to obtain power, material, labor, equipment or transportation, or court injunction or order. The affected party shall give the other party prompt written notice of such event or occurrence (including the anticipated duration of the delay). If a delay or failure to perform by Seller lasts more than three (3) months Buyer may immediately cancel the order without liability. 
  8. WARRANTY: Seller expressly warrants that all goods or services covered by this order will conform in all material respects to the specifications, drawings, samples, or descriptions furnished or approved by Buyer, and will be merchantable, of good material and workmanship, free from defect, fit for human consumption, and free from defect and contamination and manufactured in accordance with current good manufacturing practices. In addition, Seller represents, warrants, and covenants that the Products delivered hereunder comply with all United States laws governing weights, measures and sizes, and that none of such goods are adulterated or misbranded within the meaning of any local, state or federal laws, including without limitation, pure food or drug laws, the federal Food Drug and Cosmetic Act (and any successor thereto) or any laws or regulations promulgated by the federal Food and Drug Administration or the Federal Trade Commission applicable to the goods and services covered by this order. EXCEPT AS EXPRESSLY SET FORTH HEREIN, SELLER MAKES NO OTHER REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE GOODS AND SERVICES COVERED BY THIS ORDER.
  9. BANKRUPTCY: Buyer may immediately cancel this order without liability to Seller if any of the following or any other comparable event occur: (a) filing of a voluntary petition in bankruptcy by Seller; (b) filing of any involuntary petition in bankruptcy against Seller; (c) appointment of a receiver or trustee for Seller; (d) or execution of an assignment for the benefit of creditors by Seller, provided that such petition, appointment, or assignment is not vacated or nullified within ninety (90) days of such event. 
  10. CANCELLATION FOR BREACH: Buyer reserves the right to cancel all or any part of this order, without liability to Seller, if Seller: (a) repudiates or breaches any of the terms of this order, including Seller’s warranties; or (b) fails to perform services or deliver goods as specified by Buyer in this order; and does not correct such failure or breach within ten (10) days (or such shorter period of time if commercially reasonable under the circumstances) after receipt of written notice from Buyer specifying such failure or breach. 
  11. TERMINATION: In the event Buyer cancels all or any part of this order, Buyer shall pay to Seller the order price for all goods or services which have been completed in accordance with this order and not previously paid for. Buyer will make no payments for finished goods, work-in-process or raw materials procured by Seller in amounts in excess of those necessary to produce the goods ordered hereunder nor for any undelivered goods which are in Seller’s standard stock or which are readily marketable. Payments made under this paragraph shall not exceed the aggregate price payable by Buyer for finished goods which would be produced by Seller. Except as provided in this paragraph, Buyer shall not be liable for and shall not be required to make payments to Seller, directly or on account of claims by Seller’s subcontractors, for loss of anticipated profit, unabsorbed overhead, interest on claims, product development and engineering costs, facilities and equipment rearrangement costs or rental, unamortized depreciation costs, and general and administrative burden charges from termination of this order. Within sixty (60) days after the effective date of termination, Seller shall submit a comprehensive termination claim to Buyer, and shall thereafter promptly furnish such supplemental and supporting information as Buyer shall request. Buyer or its agents, shall have the right to examine all books, records, facilities, work, material, inventories, and other items relating to any termination claim of Seller. 
  13. INTELLECTUAL PROPERTY: Seller hereby grants to Buyer a non-exclusive, perpetual, worldwide, royalty free sub-licensable right and license to use any patent, copyright, trademark or trade secret that Seller includes in the products developed and/or manufactured for Buyer.. 
  14. CONFIDENTIAL INFORMATION. All information, materials or documents in any way regarding or relating to Buyer or any of its affiliates or their respective businesses including, without limitation, all Work Product (as defined in below), any information requested by or provided to Seller and all information developed or obtained by Seller related to Buyer or this order shall: (a) be and at all times remain the sole and exclusive property of Buyer; (b) not be used by Seller for any reason or purpose except in direct connection with Seller’s performance of it’s duties and obligations under this order; and (c) not, without the express prior written consent and approval of Buyer in each instance, be disclosed by Seller in whole or in part to any person or entity. Seller acknowledges that money damages would be an inadequate remedy for the injuries and damage that would be suffered by Buyer in the case of Seller’s breach of this paragraph. Therefore, Buyer, besides any other remedies it may have at law or in equity, shall be entitled to seek injunctive relief to enforce the provisions of this paragraph. Seller’s duties and obligations under this paragraph shall survive the termination or cancellation of this order for any reason. 
  15. REMEDIES / SETOFF: The rights and remedies reserved to Buyer in this order shall be cumulative, and additional to all other or further remedies provided in law or equity. 
  16. MISCELLANEOUS: Seller agrees to comply with all federal, state and local laws, Executive Orders, rules, regulations and ordinances which may be applicable to Seller’s performance of its obligations under this order. The failure of either party at any time to require performance by the other party of any provision of this order shall in no way affect the right to require such performance at any time thereafter, nor shall the waiver of either party of a breach of any provision of this order constitute a waiver of any succeeding breach of the same or any other provision. Seller may not assign or delegate its obligations under this order without Buyer’s prior written consent. Seller and Buyer are independent contracting parties and nothing in this order shall make either party the agent or legal representative of the other for any purpose whatsoever, nor does it grant either party any authority to assume or to create any obligation on behalf of or in the name of the other. This order is to be construed according to the laws of the state of New York, without regard to its conflicts of laws provision. If any term of this order is invalid or unenforceable under any statute, regulation, ordinance, executive order or other rule of law, such term shall be deemed reformed or deleted, but only to the extent necessary to comply with such statute, regulation, ordinance, order or rule, and the remaining provisions of this order shall remain in full force and effect. This order, together with the attachments, specifications, exhibits, or supplements, specifically referenced in this order, constitutes the entire agreement between Seller and Buyer with respect to the matter contained herein and supersedes all prior oral or written representations and agreements.