1. ACCEPTANCE. No acknowledgement, or other document written or executed by Seller or forwarded by Seller to Purchaser after date of this purchase order, containing terms or conditions other than those specified herein, shall be binding on Purchaser unless any such instrument shall be signed by the person who signed this purchase order on behalf of Purchaser, and such instrument shall have been delivered to Seller. In the absence of the execution and delivery of any such instrument by Purchaser, as aforesaid, all deliveries of goods and/or the rendering of services by Seller to Purchaser shall be delivered, rendered, and accepted upon price, terms, conditions, and shall conform to specifications, set forth in this instrument.

2. QUALITY, QUANTITY, DELIVERIES, AND PACKING. In the event no quality is specified on the face hereof, the goods delivered and/or services rendered hereunder must be suitable quality for purpose intended. The quantity of goods indicated on the face hereof must not be exceeded without written approval of Purchaser. Seller shall ship and deliver goods and render services hereunder on the dates specified on the face or dates as given by Purchaser. Loss of or damage to any goods not packing in such a manner as to insure proper protection to same shall be borne by Seller. Goods shipped must contain a memorandum (packing slip) showing shipper’s name, contents of package, and the Purchase Order number on the face hereof.

3. INSPECTION

A. Denison Industries, Inc. and DII’s customer and regulatory authorities have the right of access to all facilities involved in the order and to all applicable records at any time, to inspect and/or audit Seller’s and/or Seller’s suppliers’ facilities which will, or may, be used in the performance of this PO and, at any time and place before, during, or after manufacture or completion, may inspect and/or audit all material, processes, and workmanship entering into the performance of this PO. DII may charge additional costs of DII’s and/or DII’s customer’s inspection or test when goods are not ready at the time such inspection is scheduled or when re-inspection or retest is necessitated by prior rejection. If inspection and test is made on the premise of Seller or any of its suppliers, Seller shall furnish, or cause to be furnished, without additional charge, all reasonable facilities and assistance for safety and convenience of the inspectors in the performance of their duties. All inspections and tests shall be performed in such a manner as not to delay the work unduly. All goods are subject to final inspection and acceptance at DII’s plant (or at any other location specified in writing by DII) notwithstanding any payments or prior inspections. Such final inspection shall be made within a reasonable time after delivery.

B. Seller shall provide and maintain an inspection and process control system acceptable to DII covering the goods hereunder. Records of all inspection work by Seller shall be kept complete and available to DII and its customers during the performance of the PO and for such longer periods as may be specified in the PO.

All records that provide evidence of conformity to product quality required by Denison Industries , Denison Industries customers or regulatory authorities shall be maintained for a period of at least seven years unless otherwise specified by purchase order. Records that provide evidence of conformity to the operation of the seller ‘s quality system shall be maintained for the specified time of seller’s procedure.

Records shall be available for review by customers and /or regulatory authorities in accordance with purchase order or regulatory requirements upon request.

C. Acceptance shall be conclusive, except for latent defects, fraud, gross mistakes amounting to fraud, or as otherwise provided in the PO.

D. Seller shall notify Denison Industries of changes in product and/or process definition and, where required, obtain approval.

E. Seller shall ensure purchased product conforms to specified purchase requirements including purchased product dependent upon the effect of the purchased product on subsequent product realization or the final product.

F. In the event the seller uses a sub-tier supplier, the applicable requirements in the purchasing documents, including key characteristics where required, are to be flowed down on purchase order.

4. DISCREPANCIES. If material contains discrepancies Seller shall report such discrepancies as soon as possible. The following information shall be included in the report: PO number and amendment, part number, revision letter, part name, serial numbers, quantity of defective parts, nature and cause of defects, and corrective action taken. Seller shall make arrangements for approval of supplier nonconforming material before it can be shipped.

5. REJECTED SHIPMENTS AND PURCHASER’S REMEDIES. If the goods shipped or to be shipped and/or services rendered or to be rendered hereunder are rejected, in whole or in part by Purchaser by reason of Seller’s failure to comply with any of the terms, conditions herein, Purchaser, after so notifying Seller in writing, may: either return the rejected portion of goods and/or the rejected portion of such goods and/or the rejected portion of such services to Seller at Seller’s expense or hold the same for such disposal as Seller shall indicate, without invalidating the remainder of this purchaser order; or Purchaser may reject the entire shipment of such goods and/or reject the entire services and cancel this purchase order for any undelivered balances of goods and for services not rendered.

If goods shipped or to be shipped and/or services rendered hereunder are rejected, as hereinabove provided, Purchaser may purchase the goods elsewhere and/or obtain like services elsewhere and charge Seller with any loss or damage (either direct or indirect) sustained by Purchaser (including, but not by way of limitation, any difference between the price paid by Purchaser for such like goods and/or services and the price specified on the face hereof) plus all costs of collecting the same (including, but not by way of limitation, attorney’s fees and court costs).

Purchaser shall not be obligated to pay for any goods shipped and/or services rendered which are rejected.

6. INVOICES. No invoice will be paid by Purchaser unless it carries the following certificate: “Seller represents that, with respect to the production of the goods and/or the performance of the services covered by this invoice, it has fully complied with the Fair Labor Standards Act, as amended.”

7. PATENTS. Seller warrants that the goods furnished hereunder do not infringe any United States or Canadian patent; that it will defend any suit that may arise in respect thereto; and it will defend, indemnify and hold Purchaser harmless from and against any loss which Purchaser may incur (including, but not by way of limitation, attorneys’ fees and court costs) by reason of the assertion of any patent rights with respect to goods furnished hereunder whether by reason of Purchaser’s purchase, use or otherwise.

8. HEALTH AND SAFETY. All items to be supplied hereunder by the Seller shall conform in all respects to the requirements of applicable insurance and government health and safety regulations, including regulations administered by OSHA.

9. EEO CERTIFICATION. Acceptance of this Purchase Order represents that the Seller hereby certifies to Denison Industries  that it does comply with all applicable provisions of the Executive Orders and associated regulations regarding equal employment and other matters pertaining to Federal contracts or subcontracts referred to below:

EQUAL EMPLOYMENT OPPORTUNITY

(A) The equal opportunity clause of Executive Order 11246 as amended.

(B) File the annual equal employment opportunity information report EEO-1 and all other reports (see 41 CFR 601.7).

(C) Develop a written affirmative action program.

(D) Complies with the provisions regarding non segregation facilities (see 41 CFR 60-1.8)

(E) The Seller represents that it has not been debarred from Federal contracts or subcontracts or received notice of proposed debarment for alleged violation of the provisions of Executive Order No. 11246 of September 24, 1965, Executive Order No. 11375 of October 13, 1967 or rules and regulations of the Secretary of Labor (41 CFR, Chapter 60) it is agreed that should there be any changes in such status between this date and the date of expiration of this offer or any extension thereof, the Purchasing Administrations Manager will be notified promptly.

(F) The Seller certifies that any facility to be used in the performance of this contract is not listed on the Environmental Protection Agency list of Violating Facilities.

(G) The Seller will immediately notify the buyer, before award, of the receipt of any communication from the Administrator, or a designee of the Environmental Protection Agency, indicating that any facility that the Seller proposes to use for the performance of the contract is under consideration to be listed on the EPA List of Violating Facilities. The Seller will include a certification substantially the same as this certification, including this paragraph (H) in every subcontract.

10. RESPONSIBILITY AND INDEMNIFICATION. All work to be performed entirely at the risk of Seller and Seller shall defend, indemnify, and hold harmless Purchaser, its agents, servants, representatives, and employees from and against all loss (including, without limitation, loss of use), liability, damage, claims, demands, actions, and/or proceedings and all costs and expenses connected with any thereof (including, without limitation, attorneys’ fees) of whatsoever nature on account of any or all damage to or loss or destruction of any property (including, without limitation, property of Purchaser), or injury to or death of any person (including, without limitation, employees of Purchaser) arising directly or indirectly out of or in connection with the performance of Seller of such work. Without limiting the generality of the foregoing, Seller agrees to indemnify and hold Purchaser harmless from and against all claims and liens of any and all persons based upon the furnishing of labor and/or materials in the goods sold and/or services rendered by Seller hereunder.

11. ILLEGAL PICKETS. Seller shall promptly exercise all legal rights and remedies afforded by applicable law to remove and suspend illegal pickets.

12. COMPLIANCE WITH LAW. Seller shall comply with all applicable federal, state and local laws, regulations and orders, and Seller will furnish Purchaser with a warranty in a form satisfactory to purchaser to such effect if requested by Purchaser.

13. WARRANTY. Seller warrants the material furnished hereunder (A) to be free from defects in title, labor, material or fabrication, (B) to conform to applicable specifications, drawing, samples or other descriptions given, (C) to be suitable for the purpose intended, (D) to be merchantable quality, and further warrants that material of Seller’’ design will be free from defects in design.

14. INSURANCE. Seller shall carry insurance protection sufficient to meet all the liabilities that are mentioned herein.

15. EVENTS NOT WITHIN CONTROL OF PURCHASER. If by reasons of fire, earthquake, flood, explosion, accident, difference with inability to secure workman, shortages of energy or raw materials, equipment, labor or transportation, production shutdown, or curtailment, lack of facilities, act of God, or of any public enemy, voluntary or involuntary compliance with valid or invalid law, order, regulation, request, or recommendation of any government agency or authority, or other cause beyond the immediate and direct control of Purchaser, whether or not of the kind or nature hereinbefore specified, Purchaser shall be delayed in whole or in part taking any delivery of goods and/or accepting the rendering of services as herein specified.

16. The item(s) being purchased on this PO have the potential of being used on contracts with the U.S. Government and/or Department of Defense (DOD) and are subject to Federal Acquisition Regulation (FAR) and certain cost accounting standards which are mandatory. These are hereby incorporated by reference.

17. Gen. Prov. 29 Clean Air Act Amendment (1990) (already in Seller’s possession) for labeling class 1 & 2 ozone depleting items is incorporated herein by reference.

18. Vendor shall make no change in design, manufacturing or assembly processes or source of supply, after approval of the First Production Test Item or after acceptance of the first completed end item, without the written approval of Denison Industries.

19. BASIC WORKING CONDITIONS AND HUMAN RIGHTS. Seller agrees that any material violation of law by Seller relating to basic working conditions and human rights, including laws regarding slavery and human trafficking, applicable to Seller’s performance under this order may be considered a material breach of contract for which Denison Industries may elect to cancel any open orders between Buyer and Seller.
Seller shall include the substance of this clause, including this flow down requirement, in all subcontracts awarded by Seller for work under this purchase order.

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