Supplier Terms and Conditions

ACCEPTANCE: This order is accepted by Seller promptly providing to Dexter Magnetic Technologies, Inc. (“Dexter”) its written acceptance within five (5) days of the order’s date, or commencement of performance by the seller. Acceptance is limited to the terms and conditions of this order. This order, including Terms and Conditions, with any attachments constitutes the entire agreement of the parties. No waiver, modification or additions to the terms of this order shall be valid unless placed in writing and signed by both parties.

PRICES INCLUDE TAXES AND PACKAGING: Except as Dexter has otherwise provided in this order, the prices stated in the purchase order include (i) all applicable federal, state and local taxes and duties; and (ii) the cost of packaging the goods purchased in a manner suitable for shipment by the method specified by Dexter.

DELIVERY: If delivery of items or rendering of services is not completed by the time promised, Dexter reserves without liability, in addition to its other rights and remedies, to terminate this contract by notice to the Seller any items not yet shipped or services not yet rendered and to purchase substitute items or services elsewhere and charge Seller with any loss incurred. In order to comply with Dexter’s required delivery date, if it becomes necessary for Seller to ship by a more expensive method than specified in this purchase order, any resulting increased in transportation cost shall be paid by the Seller unless the necessity for such rerouting or expedited handling has been caused by Dexter.

WARRANTY: Seller expressly warrants that all goods or services furnished under this order shall conform to all specifications and appropriate standards, will be new, and will be free from defects in material or workmanship. Seller warrants that all goods or services will conform to any statements made on the containers or labels or advertisements for such goods and services, and that any goods will be adequately contained, packaged, marked and labeled. Seller warrants that all goods or services furnished hereunder will be merchantable, and will be safe and appropriate for the purpose for which the goods or services of that kind are normally used. Seller warrants that goods or services furnished will conform in all respects to samples. Inspection, test, acceptance or use of the goods or services furnished hereunder shall not affect the Seller’s obligation under this warranty, and such warranties shall survive inspection, test, acceptance and use. Seller’s warranty shall run to Dexter, its successors, assigns and customers, and users of products sold by Dexter. Seller agrees to replace or correct defects of any goods or services not conforming to the foregoing warranty promptly, without expense to Dexter when notified of such nonconformity by Dexter provided Dexter elects to provide Seller with the opportunity to do so. In the event of failure of Seller to correct defects in or replace nonconforming goods or services promptly, Dexter, after reasonable notice to Seller, may make such corrections or replace goods or services and charge Seller for the cost incurred by Dexter in doing so.

TERMINATION FOR CAUSE: Dexter may terminate this order or any part hereof for cause in the event of any default by the Seller of if the Seller fails to comply with any of the terms and conditions of this offer. In the event of termination for cause, Dexter shall not be liable to Seller for any amount, and Seller shall be liable to Dexter for any damages sustained by reason of the default which gave rise to the termination.

CHANGES: Dexter shall have the right at any time to make changes in drawings, 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. Seller agrees to accept any such changes subject to this paragraph.

Changes to this product, process definition, raw materials or construction thereof, will not be made without written approval from Dexter Quality Assurance.

PROPRIETARY INFORMATION – CONFIDENTIALITY: Seller shall consider all information furnished by Dexter to be confidential and shall not disclose any such information to any other person, or use such information itself for any purpose other than performing this contract, unless Seller obtains written permission from Dexter to do so.

PATENT INFRINGEMENT: Seller shall indemnify and save harmless Dexter, its successors, assigns, customers or users of its products from and against all loss, liability and damage, including costs and expenses resulting from any claim that the manufacture, use, sale or resale of any goods supplied under this order infringe any patent or patent rights unless the product or construction is made exclusively for Dexter according to Dexter’s specifications. Seller shall, when notified, defend any action of claim of such infringement at its own expense. Dexter may be represented by and actively participate through its own counsel in any such suite or proceeding if it so desires, and the costs of such representation shall be paid by the Seller.

INSPECTION/TESTING: Payment for the goods delivered hereunder shall not constitute acceptance thereof. Dexter shall have the right to inspect such goods and to reject any or all of said goods which are in Dexter’s judgment defective or nonconforming. Goods rejected and goods supplied in excess quantities called for herein may be returned to Seller at its expense and, in addition to Dexter’s other rights, Dexter may charge Seller all expenses of unpacking, examining, repacking and reshipping such goods. In the event Dexter receives goods whose defects or nonconformity is not apparent on examination, Dexter reserves the right to require replacement, as well as payment of damages. Nothing contained in this purchase order shall relieve in any way the Seller from the obligation of testing, inspection and quality control.

RIGHT OF ENTRY/RECORD RETENTION: Acceptance of the purchase order assures Dexter, its customers and regulatory agencies of the right to verify supplier’s quality systems, materials being supplied and any applicable quality records at any and all facilities involved in this order. Records generated in support of products sold to Dexter must be in the English language and they must be controlled and maintained for a minimum of ten (10) years. These records must be made available to Dexter upon request. Seller shall be notified if Dexter inspection is to be conducted on a specific shipment at the Seller’s plant. No shipments are to be held for Dexter inspection unless a notification is received prior to, or at time of shipment.

FORCE MAJEURE: Dexter may delay delivery or acceptance occasioned by causes beyond its control. Seller shall hold such goods at the direction of Dexter and shall deliver them when the cause affecting the delay has been removed. Dexter shall be responsible only for the Seller’s direct additional costs in holding the goods or delaying performance of this agreement at Dexter’s request. Causes beyond Dexter’s control shall include government action or failure of the government to act where such action is required, fire or unusually severe weather.

ENTIRE AGREEMENT: This purchase order and any documents referred to on the face hereof, constitute the entire agreement between the parties. Dexter’s failure to insist on performance of any of the terms and conditions herein or to exercise any right or privilege or Dexter’s waiver of any breach hereunder shall not thereafter waive any other terms, conditions or privileges whether of the same or similar type.

ASSIGNMENTS AND SUBCONTRACTING: No part of this order may be assigned or subcontracted without prior written approval of Dexter.

SET-OFF: All claims for money due or to become due from Dexter shall be subject to deduction or setoff by Dexter by reason of any counterclaim arising out of this or any other transaction with the Seller.

LIMITATION ON DEXTER’S LIABILITY – STATUTE OF LIMITATIONS: In no event shall Dexter be liable for anticipated profits, or for incidental or consequential damages. Dexter’s liability on any claim of any kind for any loss or damage arising out of or in connection with or resulting from this agreement or from the performance or breach thereof shall in no case exceed the price allocable to the goods or services or unit thereof, which gives rise to the claim. Dexter shall not be liable for penalties of any description. Any action resulting from any breach on the part of Dexter as to the goods or services delivered hereunder must be commenced within one year after the cause of action has accrued.

MISCELLANEOUS: All rights and remedies of Dexter and Seller under this contract are in addition to Seller’s other rights and remedies and are cumulative, not alternative. If shortages should occur in Seller’s supply of specific items, Seller may prorate its deliveries. In the absence of proof to the contrary, it shall be presumed that the date, hereof, was the date of mailing hereof. The validity, performance, construction and effect of this contract shall be governed by the laws of the State of Illinois, including its provisions of the Uniform Commercial Code, for goods manufactured in the United States. In regard to goods manufactured outside the United States, the obligations of the parties shall be governed by the provision of the 1980 U.N. Convention on Contracts for the International Sale of Goods.

OWNERSHIP OF DRAWING PATENTS AND OTHER PROPERTY: Patterns, dies, tools, formulas, or drawing and all other items furnished or paid for by Dexter shall remain the property of Dexter and shall be used only in the performance of orders from Dexter and shall be returned on request.

WAIVERS: For new or experimental materials being ordered, specific items listed above may be waived by Dexter to ensure developmental work proceeds without hindrance.

MATERIAL SAFETY DATA SHEETS: If applicable, Material Safety Data Sheets (MSDS) will be included with the initial shipment and with the first shipment after an MSDS is updated, per CFR Part 1910.1200.

NONCONFORMING PRODUCT/MATERIAL: If the Seller identifies nonconforming product/material prior to or following that product’s shipment to Dexter, the Seller is to notify Dexter Quality Assurance. It is then the responsibility of Dexter Quality Assurance to evaluate the nonconformance and determine appropriate disposition.

FLOW DOWN OF REQUIREMENTS TO SUBTIER SUPPLIERS: The Seller is responsible to flow down to subtier suppliers the applicable requirements found in Dexter’s purchasing documents, including regulatory characteristics where required.

CANCELLATION: Dexter may cancel this purchase order and Seller’s performance hereunder immediately without incurring liability to Seller immediately upon (1) Seller’s insolvency; (ii) filing of a voluntary petition in bankruptcy by Seller; (iii) filing of an involuntary petition in bankruptcy against the Seller; (iv) appointment of a receiver or trustee for the Seller; (v) execution or assignment for the benefit of creditors by Seller; or (vi) any comparable event, and upon thirty days written notice to Seller in the event of Seller’s breach of contract or failure to perform.