TERMS & CONDITIONS

CLAUSES

Notes: AMERITECH – reference to AMERITECH DIE & MOLD, INC throughout this document.

Right of Entry - AMERITECH, the customers of AMERITECH, the customers’ customer and or regulatory agencies shall be allowed the right of entry to determine and verify the quality of work, material and records at any facility, including sub-contractor facilities. Verification by AMERITECH and/or regulatory agencies shall not absolve the supplier of the responsibility to provide acceptable product or preclude subsequent rejection.

Quality Requirements – Subcontractors shall have a quality and calibration system that meets or exceeds that of AS9100 and ISO-9001:2000. AMERITECH reserves the right to approve subcontractors and will keep on file a vendor evaluation form prior to acceptance of product.

Quality Records - All quality records must be kept readily available and on record for a minimum of ten years unless otherwise stated on contract. Processing Sources - Subcontractors shall only use processing sources approved by AMERITECH.

Material Suppliers – Material supplied for this contract must be approved by AMERITECH.

Material Receiving Inspection – Seller certifies that they have performed receiving inspection on purchased materials to ensure compliance with all drawings and specifications, and has test reports and/or raw material certifications on file available for review upon request.

Handling, Packaging, Preservation, and Delivery - The subcontractor shall use any appropriate methods of handling, packaging, and preservation to prevent damage of product in process and during delivery.

Certificate of Compliance – As Applicable, each shipment shall contain a certificate of compliance that the product meets the requirements of the engineering and purchase order. An authorized representative of the suppliers’ quality organization must sign this certificate. The certificate must contain the revision level of all engineering documents or specifications that apply to the work performed by the supplier or the supplier’s subcontractor. When the purchase order does not specify the revision level of the engineering or specification, the latest engineering or specification shall apply. All documents must be legible.

Supplier shall provide a copy of all of certificates of compliance from supplier’s subcontractor.

Certificate of Compliance will not be acceptable for special processes and raw material. A certification must accompany each purchase order as required. Certification with physical and chemical test reports must accompany each shipment where supplier furnished the raw material. Material must be identified by heat lot. Test reports must be traceable to the material lots supplied. Where AMERITECH requires calibration and certification on measurement equipment, the certification must reference back to NIST standards. Where AMERITECH supplies the material for order, the supplier shall certify on each shipment that the supply has not made any unauthorized substitutions of the material. AMERITECH Quality Assurance must approve any substitution of material.

PREVENTION OF COUNTERFEIT PARTS per DFARS 52.246-7007 & DFARS 52.246-7008. - External provider shall plan, implement and control their process for the prevention of counterfeit or suspect counterfeit parts from use or inclusion into the product in accordance with AS9100/AS9120/AS9110 clause 8.1.4 (Prevention of Counterfeit Parts) AMERITECH will NOT accept any counterfeit parts.

FAR 52.246-2 Inspection of Supplies-Fixed-Price applies.

PURCHASE ORDER TERMS AND CONDITIONS

A. The seller by acceptance of this order accepts all of the terms and conditions hereof. Acceptance of this order shall take place either by execution and return of the signed acknowledgement copy accompanying this purchase order or by part performance of this order. Any modifications or alterations of or additions to the terms and conditions of this order, to be binding, must be in writing, signed by an authorized representative of the purchaser to the seller. Any term, condition or reservation, inconsistent with the terms hereof that may be contained in any printed or standard acknowledgement, invoice form or other document issued by seller shall be of no effect not withstanding purchasers act of accepting or paying for any shipment or otherwise performing the obligations on its part to be observed or performed hereunder.

B. Unless otherwise stated in the purchase order, terms are Net 30 days after delivery of goods and receipt of invoices.

C. Seller represents that any price of prices specified in the purchase order do not exceed seller’s current selling prices for the same of substantially similar goods. Unless otherwise stipulated, all prices on order shall represent the total cost to the purchaser at the point of delivery specified herein, including all sales taxes, excise taxes, custom duties and other government and municipal taxes, levies and charges of every description and charges for packing, crating, boxing, storage, and shipping charges. If price is not stipulated on order, it is not to be filled at higher prices than the previous quoted or charged without written authority of purchasing agent.

D. When the purchase order does not specify the revision level of the specification, the latest specification shall apply.

E. All goods shall be shipped FOB as stated on order. If goods are shipped FOB Destination of Purchaser’s facility, shipping charges must be prepaid or charged to the appropriate account number given by AMERITECH representative. No insurance premium or shipping costs will be allowed unless otherwise authorized in writing. Goods must be packed and delivered to conform to Uniform Freight Classification to obtain lowest shipping rate. Packing slips must be enclosed with all shipments stating the order number, line number, and quantity. Charges accrued through seller’s failure to ship in accordance with the purchaser’s shipping instructions will be charged to seller’s account.

F. Time shall be of the essence in order. The goods must be delivered strictly in accordance with the quantities, specifications and delivery schedule specified. Otherwise, in addition to its other legal remedies, purchaser shall be at liberty to cancel this order, in whole or in part. Purchaser assumes no obligation for goods shipped in excess of quantities specified in this order or prior to delivery schedule specified.

G. Goods are subject to inspection by purchaser and purchaser shall be the final judge of the goods. No payment will be made to seller for any goods, which are rejected on such inspection. Purchaser reserves the right to reject any portion of any shipment not strictly in accordance with specifications and in such case will pay to seller a reasonable price therefore, will be held for seller’s instructions and at its risk and expense. If instructions are not received within seven days after notice of rejection, goods will be returned at seller’s expense. No goods returned as defective shall be replaced without purchaser’s written permission. Where rework is required to meet specification requirements, the seller, at no cost to purchaser shall arrange it. Payment for goods shall not constitute acceptance thereof by purchaser nor shall purchaser’s inspection or omission to inspect relieve seller of its obligation to furnish all goods in strict accordance with all terms and provisions of this order.

H. Supplier warrants the material furnished to be free from defects in title, labor, material, workmanship, to conform to applicable specifications, drawings, samples, etc. Material must be suitable for its intended use and to be of merchantable quality and further warrant that the suppliers design will be free from defects.

I. All work to be performed by supplier hereunder shall be performed entirely at the risk of the supplier and supplier shall defend, indemnify and hold harmless AMERITECH, its agents, servants, representatives and employees from and against any and all loss, liability, damage, claims, demands, actions and/or proceedings and all cost and expenses connected with any thereof of whatsoever nature on account of any and all damage to or loss or destruction of any property or injury to death of any person arising directly or indirectly out of or in connection with the performance of supplier or such work. Without limiting the generality of the foregoing, supplier agrees to indemnify and hold AMERITECH harmless from and against all claims and liens of any and all persons based upon furnishing of labor and/or material in connections with the good sold and/or services rendered by supplier hereunder.

J. The remedies herein reserved shall be cumulative and additional to any other and further remedies provided in law or equity. No waiver of a breach of any provision of this contract shall constitute a waiver of any other breach, or of such provision.

K. Seller shall keep confidential all information, drawings, specifications or data furnished by purchaser, or prepared by seller specifically in connection with the performance of this order and shall not divulge or use such information, drawings, specifications or data to or for the benefit of any other party. Seller agrees that if the goods covered by this order are to be manufactured to design to technical data furnished by purchaser, the seller shall not without the prior written consent of purchaser, manufacture any such goods except for the upon order of the purchaser. Supplier shall not disclose to any person or entity, other than those employees of supplier who have been a need to know, any information of AMERITECH, whether written or oral, which supplier may obtain from AMERITECH or otherwise in performance of this purchase order.

L. The obligations of the seller contained herein shall survive acceptance of the goods and payment therefore by purchaser.

M. In the event of supplier’s breach of any of the provisions of this agreement, purchaser may terminate the whole or any part of this purchase order at any time without liability, except for items accepted. A written notice of termination shall be supplied by the purchaser specifying the effective date and the extent of any such termination.

N. This order shall be governed in all respects by the laws of the state of North Carolina and Florida. In the event that any court of competent jurisdiction or any regulatory agency having such jurisdiction determine that any provision herein contained is either unlawful or unenforceable and therefore invalid, such determination shall not affect any other term or condition herein set forth.