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Electronic/Fasteners, Inc.

TERMS AND CONDITIONS – CUSTOMERS Rev. June 30, 2016

These conditions supersede those contained in all previous Quotations, Orders and Agreements relating to the subject matter hereof. ELECTRONIC/FASTNERS INC. (Company)

GENERAL – Clerical and stenographic errors are subject to correction. No representative of the Company is authorized to make oral warranties, promises or representation as to any product sold by the Company and none shall be binding upon it until reduced to writing and signed on its behalf by an authorized representative.

CANCELLATION – Orders entered upon our records cannot be cancelled or delayed in shipment without EFI consent and must be within terms that will indemnify and protect EFI against loss.

INVENTORY – In the event that purchaser requires the Company to maintain an inventory of the merchandise to be purchased hereunder, and if, for any reason, Purchaser cancels or terminates its order, the Purchaser shall be liable for payment in full of the cost of the inventory.

DELIVERY – Unless otherwise specifically provided in writing prices specified are based upon production of the quantity herein specified to meet estimated shipping dates without interruptions caused or requested by the Purchaser. Shipping dates given prior to shipment are estimated only and the Company shall not be liable for delays resulting from causes beyond its reasonable control or caused by factory or labor conditions, errors in manufacture, strikes, fires, accidents or failure or delays in its usual source of supply of raw material, governmental orders or special damages on account of any delay. Order quantities are subject at the option of the Company to a variation in shipment of ten percent. In the event of such variation the unit price will continue to apply.

SHIPMENT – Each shipment shall be considered a separate and independent transaction, and payment therefore shall be made accordingly. In ordering, the customer should state explicitly the method of shipment preferred.

CREDIT – If in the judgment of the Company, the financial condition of the Purchaser does not justify the terms of payment specified, the Company reserves the right to require payment before shipment or delivery or before manufacture in the case of merchandise to be manufactured, special order or made to print.

CLAIMS AND WARRANTIES – Claims for shortages or rejections must be made within ten days of receipt. Samples will be required if notice of rejection is after ten days of receipt. All prepackaged items must be returned in original package with EFI label intact. All items being returned must be received at EFI no later than 30 days after RMA# has been issued. Claims for damages may be satisfied by, and the remedies of the purchaser for breach of warranty either expressed and/or implied shall be limited to, the replacing of the goods by EFI.

TAXES – The amount of any present or future sales, revenue, excise or other tax applicable to the merchandise or sale thereof, shall be added to the purchase price, unless, the customer’s Resale Tax Certificate is on File.

QUOTATION – This quotation is tentative and any order shall not be binding until accepted in writing by EFI. For proper, accurate and complete quotations, purchaser is obligated to inform EFI of any applicable Flow Downs, Quality Notes, Special Test Requirements, and Special Inspection Requirements or Packaging-Labeling Requirements, etc. at time of initial purchase/initial inquiry.

CERTIFICATIONS/TEST REPORTS – Manufacturer Certificates of Conformance and / or Physical and Chemical Test Reports are available if requested at time of purchase. An additional charges may apply.

PRICES – Prices are based on quantity ordered at one time to one destination. In the event that the Purchaser actually purchases more than 10% less that the quantity estimated, then the Company reserves the right to charge back to the Purchaser the cost of the merchandise based upon the actual quantity purchased. If purchase quantity ordered is scheduled, and not previously quoted as scheduled, EFI has the right to adjust pricing based upon specific scheduling changes.

TERMS – Net 30 unless otherwise stated. A finance charge of 1½% per month (18% annual percentage rate) will be assessed on all balances unpaid 31 days after invoice date. Customer also agrees to pay and all costs and expenses of collection including, without limitation, reasonable attorney’s fees whether or not suit is instituted, incurred by the Company in the event that collection of a delinquent balance is required.

No waiver, alteration or modification of the foregoing conditions shall be valid unless made in writing and signed by an executive officer of the company.



TERMS AND CONDITIONS – SUPPLIERS Rev. June 30, 2016

These conditions supersede those contained in all previous Quotations, Orders and Agreements relating to the subject matter hereof. ELECTRONIC/FASTENERS, INC. (Buyer)

GENERAL – Supplier certifies that its personnel are qualified, and possesses the training and experience necessary to perform the task of quoting and supplying subject parts.

Supplier certifies that it has an acceptable QMS (Quality Management System) in place to meet Quoted Requirements.

The supplier is to notify the organization of changes in product and/or process definition, changes of suppliers, change of manufacturing facility location and, where required, obtain organization approval, and flow down to the supply chain the applicable requirements including our customer requirements. The supplier is to notify Electronic/Fasteners, Inc. of non-conforming product and obtain EFI approval for non-conforming product disposition prior to shipment.

RECORD RETENTION – Unless otherwise specified, record retention for parts ordered by Electronic/Fasteners Inc. must be a minimum of 10 years, per our customer requirements.

RIGHT OF ACCESS – Supplier agrees to provide right of access at reasonable times by ELECTRONIC/FASTENERS, INC. personnel to all its facilities involved in the order and all applicable records related to purchase at Buyers request.

CERTIFICATIONS – Supplier certifies that, where applicable, a Certificate of Conformance or Air Worthiness Approval from an Approved Manufacturer or Approved Repair Station may be required.

SUPPLIER QUALITY – Approval for parts purchased herein are indeed from a Qualified Source of Supply. Supplier expressly warrants that all items delivered hereunder shall be free from defects and made from qualified materials. Workmanship shall conform to applicable specifications, drawings, samples and performance specifications. In the event Terms contained in the purchase order conflict with Sellers sales literature or specification, the terms of the purchase order shall prevail. Product shall be packaged in an acceptable freight worthy manner free from any Contamination or FOD (Foreign Object Debris).

NON-DISCLOSURE – Disclosure of information. Seller shall not disclose goods or services being supplied by ELECTRONIC/FASTENERS, INC without prior written consent of ELECTRONIC/FASTENERS, INC.

ELECTRONIC/FASTENERS, INC. is Itar Registered with The U.S. Department of State. All required controls are to be followed and disclosure of any information, specifications, drawings, etc. contained in subject Purchase Order shall not be allowed to any Foreign Person, Foreign Entity, or Foreign Company or Corporation.

COMPLIANCE – Compliance with Laws – Seller shall in performance of work or services, comply with all applicable Federal, State and Local Laws, Rules, Regulations or Ordinances in relation to subject Purchase Order.

CONSIGNMENT – This Purchase Order cannot be consigned to any third party without written consent of Buyer.

FORCE MAJEURE – Neither party shall be responsible for any delay in performance of subject PO due to any events of “force majeure”.

REVISIONS – Seller agrees to Clause Modification if required by Buyers Customer. Buyer may at anytime, by written order, make changes within general scope of this Purchase Order.

STOP ORDER – Stop Work Order – Buyer may at anytime issue a “Stop Order” covering any and all parts contained in this Purchase Order. Seller agrees to comply with “Stop Order” and take all reasonable steps to reduce cost related to a “Stop Work Order”. Buyer shall allow reasonable cost resulting from Stop Work Order.

TERMINATION OF ORDER – Buyer reserves the right to terminate subject Purchase Order for any reason; including, but not limited to: Failure to deliver parts on time, Insolvency of Buyers Customer, Bankruptcy on part of Buyers Customer, Failure of Seller to meet Terms and Conditions. Failure on part of seller to deliver parts that meet the required Specification or ELECTRONIC/FASTENERS, INC.’s Quality Standards.

COUNTERFEIT PARTS AVOIDANCE – ELECTRONIC/FASTENERS, INC. requirements for Counterfeit Part Avoidance has taken on the following guidelines.

ELECTRONIC/FASTENERS, INC. may require parts be made by a specific manufacturer. Documentation of Original Manufacturer’s C of C or complete Manufacturer Chemical and Physical Reports may be required. Suppliers must supply specific manufacturers when requested; Proof of Manufacturer may be requested at any time upon request of ELECTRONIC/FASTENERS, INC.’s customer. All steps must be taken to ensure ELECTRONIC/FASTENERS, INC. receives the exact manufacturer specified on the Purchase Order.

DFAR FLOW DOWNS – The following DFARS Mandated Contract Clauses apply but not limited to:

252.222-7006      MANDATORY ARBITRATION

252.225-7009      SPECIALITY METALS

252.225-7014      DOMESTIC SPECIALITY METALS

252.225-7048      EXPORT CONTROLED ITEMS

252.246-7003      SAFETY ISSUES

252.246-7007      COUNTERFEIT PART AVOIDENCE

EUROPEAN DIRECTIVES – Banned Substances Listed in European Directives 2002/52/EC (ELV), 2002/96/EC(WEEE), 2003/11/EC or 2011/65/EU (RoHS2) when directed.

PAYMENT – Seller must establish credit terms with Buyer through application of Sellers Collection Department. Buyer and Seller shall agree on Payment Terms prior to Seller accepting Purchase Order.