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Unique Capabilities Diversity Global Engagement Valued Relationship End to-End-Solutions

Published on 9-Oct-12

1.    These terms and conditions control the purchase of the goods and services set forth in this Purchase Order (the "Order"). In the event of any conflict between the Order's specific terms and provisions, including any exhibits or documents attached hereto or incorporated by reference herein, and the standard terms and conditions set forth herein, specific provisions shall control.

2.      These terms and conditions may not be waived or modified except as specifically set forth in writing by Amtek.

3.    Supplier shall supply the goods or services in strict accordance with the price and delivery schedule stated herein. Unless otherwise stated, prices include all charges for inspection and packaging, all direct and indirect taxes, including but not limited to Goods & Services Tax, Value Added Tax or Sales Tax, and/or customs duties.

4.    In the event that Amtek is prohibited by law from making payments to Supplier unless Amtek deducts or withholds taxes there from and remits such taxes to the local taxing jurisdiction, then Amtek shall duly withhold such taxes and shall pay to Supplier the remaining net amount after the taxes have been withheld. Amtek shall not reimburseSupplier for the amount of such taxes withheld. When goods are delivered and/or services are provided or the benefit of services occurs within jurisdictions in which Supplier's collection andremittance of taxes is required by law, Supplier shall have sole responsibility for payment of said taxes to the appropriate tax authorities. In the event Supplier is subsequently audited by any tax authority, Amtek will not be liable for the tax assessed. Prices shall remain fixed untilcompletion of the deliveries contemplated hereunder.

5.    Amtek may return or store at Supplier's expense any goods delivered in advance of the delivery date.

6.    Supplier represents,warrants, and agrees that the prices charged to Amtek for any good or service, unless otherwise agreed in writing by Amtek, be equal to or lower than the lowest of the following : (a) the last pricecharged or quoted to Amtek for such good or service; (b) Supplier's lowest price charged to any other customers similar to Amtek purchasing in quantities and under circumstances comparable to those specified in this Order.Amtek reserves the right to have a confidential third party audit conducted to ensure Supplier'scompliance with this Order.

7.    Supplier shall immediately notify Amtek in writing when Supplier first has knowledge of any impending material shortage, governmental regulation, labor dispute or otherevent or impediment that could result in any delay in the delivery of the goods or performance of the services hereunder. If delivery or performance is not effected within the time stated in thisOrder, Amtek may, in addition to Amtek' other rights and remedies, purchase the goods elsewhere or retain substitute performance of the services, charge Supplier for any resulting expense, loss ordamage and/or cancel this Order.

8.    In case of prospective failure to ship goods on the stated delivery date, Supplier shall give Amtek notice of the failure. If, due to Supplier’s failure to timely ship Products, the specified method of transportation would not permit Supplier to meet the delivery date, the goods affected shall be shipped by expedited means acceptable to Amtek and Supplier shall pay for any resulting increase in cost of freight.

9.    Supplier shall issue invoices only after delivery of the goods and/or completion of the services ordered by Amtek hereunder. Original invoices shall include Order number, line item number, part number, and complete bill to address, description of items, quantities, unit price and extended totals. All costs invoiced to Amtek for reimbursement of expenses agreed under the terms of this Order shall be net of any applicable Goods and Services Taxes ("GST") incurred on such expenses. Supplier agrees to invoice Amtek no later than one hundred eighty (180) days after shipment of goods or performance of the services ordered herein. Amtek will not be obligated to make payment against any invoices submitted after such period. Amtek may reject any invoice for non-compliance with any of the provisions of this Order. The time periods for any cash discount or payment shall commence on the later of the date the goods are received or the services are provided(as the case may be) or the date Amtek receives a proper invoice, in respect of such good or service.

10.  Amtek shall have the right at any time to set off or recoup any amount owing from Supplier to Amtek or any Amtek affiliates/subsidiaries against any amount due and owing from Amtek.

11.  In addition to any warranty and/or condition implied by law, Supplier warrants for a period of 12 months from the date of delivery (unless otherwise agreed in writing by Amtek) that (i) all goods delivered hereunder are new; of the grade and quality specified, free from defects in design, material and workmanship and are of a quality of workmanship that is required by the best professional practices and procedures in similar manufacturing industries, (ii) all services are performed in a good and workmanlike manner, (iii) Supplier has good and marketable title to the goods and has conveyed such title to Amtek from any encumbrances, liens, security interests or other defects in title, and (iv) the goods or services purchased hereunder conform to applicable specifications, drawings, samples and other descriptions (if any). All warranties set forth in this Order shall survive any inspection, delivery, acceptance, payment, expiration or earlier termination of this Order and such warranties shall run to Amtek, its successors, assigns, customers and users of its products. Any goods repaired or replaced and services re-performed shall be further warranted as set forth above.

12.  Sellers warrants that (i) Products and/or services do not infringe any patent, trademark, copyright or other intellectual property right of a third party. (ii) Products are new and do not contain any used or reconditioned parts or material. (iii) All Services will be performed in a professional manner consistent with the prevailing standards of care and skill and Supplier will indemnify, defend and hold harmless at its expense any actual or threatened claim or suit brought against Amtek, any Amtek Affiliates or Subsidiary companies as defined by the Companies Act Cap 50., customers, distributors and end users alleging that (a) the manufacturing process relating to any Product or Part infringes a patent, copyright, trade secret or other intellectual property right or (b) with respect to any Product or Part designed by Supplier that such design infringes any patent, copyright, trade secret or other intellectual property right and will pay all costs and damages finally awarded, if Amtek gives Supplier (1) prompt written notice of the claim; (2) reasonably requested information that Amtek possesses about the claim; (3) reasonable cooperation and assistance; and (4) sole authority to defend or settle the claim. In the defense or settlement of the claim, Supplier may obtain for Amtek the right to continue using the Product or Part or replace or modify the Product or Part so that it becomes non-infringing.

13.  Upon Amtek’s request, Supplier shall provide Amtek with an appropriate certification stating the country of origin for Products, sufficient to satisfy requirement of (i) the customs authorities of the country of receipt and (ii) any applicable export licensing regulations.

14.  Amtek shall not be responsible, in any manner, for any failure or delay in the performance of any of its obligations hereunder caused by a strike, lockout or other industrial disturbance, act of public enemies, any government action, any civil or military action, insurrection, riot, acts of terrorism, landslide, hurricane, drought, fire, earthquake, explosion, flood, storm, acts of God, or any other cause or event not reasonably within Amtek’s control (each, a "Force Majeure Event"). Amtek shall immediately notify Supplier in writing if its performance hereunder is delayed due to anyForce Majeure Event and Amtek may either (a) extend time of performance, or (b) terminate the uncompleted portion of the Order at no cost to Amtek.

15.  The issuance of this Order to Supplier constitutes an offer expressly limited to the terms contained herein. Supplier’s acceptance of this Order is expressly limited to the terms and conditions contained herein.

16.  Supplier shall not assign, delegate or subcontract this Order or any obligations hereunder without Amtek’s prior written consent. Any such attempted assignment or delegation without Amtek’s prior written consent shall be void and of no force or effect and, at Amtek’s option, shall be cause for Amtek’s termination of this Order. Amtek shall be entitled at any time to assign, delegate orsubcontract this Order or any obligations hereunder to any third party without Supplier's prior written consent.

17.  In addition to Amtek’s other rights and remedies, Amtek may cancel or suspend this Order, in whole or in part, by written notice to Supplier, for cause if: (a) the goods or services or any part thereof fail any inspection or test hereunder or are defective or non-conforming; (b) the goods or services are not delivered to Amtek as scheduled; (c) Supplier makes a general assignment for the benefit of creditors, a receiver and/or manager for Supplier is appointed, or a petition for bankruptcy, winding up,judicial management or corporate reorganization under any bankruptcy or similar laws is filed by or against Supplier; or (d) Supplier fails to comply with any of the terms or conditions of this Order. If Amtek terminates this Order for cause, it shall have no obligation to make any reimbursements or payments hereunder to the Supplier. Any suspension or cancellation for cause by Amtek that is determined by any court or other authority to be wrongful for any reason shall be deemed for all purposes to be a suspension or cancellation without cause as set forth above.

18.  This Order shall be governed by the laws of Amtek's place of business as shown in the Purchase Order without regard to conflict oflaws provisions thereof. The Supplier hereby submits to the non-exclusive jurisdiction ofthe courts of the place where the Amtek’s place of business, as shown in the PurchaseOrder, is located, and, in the alternative and at the sole election of Amtek, to theresolution of any dispute under the Contract by such arbitration tribunal, under such rulesof arbitration, and in such place of arbitration as are designated by Amtek. TheConvention on Contracts for the International Sale of Goods shall not apply.


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