ZOLL Purchase Orders Terms and Conditions

1. OFFER AND ACCEPTANCE This purchase order constitutes an offer to buy goods or services according to the description and other terms as outlined and set forth on its face and reverse side. Acceptance of this order is limited to the terms and conditions hereof. Buyer hereby objects to additional or different terms offered by Seller in its sales order acknowledgement or any other document of Seller. Such additional or different terms shall not become a part of this order without the express written consent of the Buyer. Seller's issuance of a sales order acknowledgement, shipment of goods or commencement of work hereunder shall constitute a definite and seasonable expression of acceptance of this order.

2. CHANGES Buyer reserves the right at any time to make changes in the specifications, drawings, samples,  other description of the goods, or in the methods of shipment arid packaging, or in the time or place of delivery. In such event, an equitable adjustment in the purchase price or the time of performance, or both which is mutually satisfactory to Buyer and Seller will be made provided that any claim by Seller for such an adjustment shall be deemed waived unless written notice is given to Buyer within thirty (30) days following Seller's receipt of such changes. A price increase or extension of time shall not be binding upon Buyer unless it has issued a purchase order change.

3. WARRANTIES Seller warrants that all goods and services will be furnished in strict accordance with the provisions of this order, the specifications, drawings and other descriptions furnished by Buyer or Seller, will be free of defects in design. workmanship and material; will be merchantable and fit of the purposes for which such goods and services are intended, and will comply with all federal, state and local laws, rules, regulations and standards relating to such goods or services. Seller further warrants title to the goods and that the goods will be delivered free and clear of all liens, claims or encumbrances. Buyer's approval of Seller's drawings shall not relieve Seller or any of its warranties. The warranties of Seller shall survive inspection, test and acceptance and shall run to the Buyer and its customer. Seller's rights and remedies for any breach of the foregoing warranties shall be as set forth under the clause "inspection," in addition to those rights and remedies provided elsewhere in this order or by law.

4. INSPECTION All goods and services will be subject to inspection and rejection or acceptance by Buyer during manufacture, after delivery at final destination and at such times as operating tests, if any, are required. The Buyer may also reject any goods or services found to be defective, nonconforming or failing to meet any of Seller's Warranties. Upon rejection, Buyer may return such goods to Seller, at Sellers sole risk and expense, for rework or replacement, in which case Seller agrees to ship conforming goods within ten days of Seller's receipt of the rejected goods or such longer period of time as may be agreed to by Buyer in writing. If Buyer determines, in its sole discretion, that Seller is unable to rework or replace the goods within the time required by Buyer, Buyer may; (i) rework or have another supplier rework the goods, the cost of such rework to be paid by Seller; or (ii) return the goods to Seller for full credit and obtain replacement goods from an alternate source, at the Seller's expense; or (iii) produce replacement goods at Seller's expense. All services found to be defective, nonconforming or failing to meet any of Seller's warranties shall be completely reperformed at Seller's expense.

5. PATENT INDEMNITY Seller warrants that the goods described herein, the manufacture, use, sale, or disposal thereof, will not infringe on the proprietary rights of any third party, including U.S. or foreign letters patent. Seller covenants that it will settle or defend, at its own expense and through counsel approved by Buyer, every action which may be brought against Buyer or those selling or suing Buyer's goods for any alleged infringement of such rights (except for infringement caused.by the adoption of a specific design provided by Buyer). The Seller shall pay all costs, fees, and damages arising from any such claim or action. If the use of any such goods is enjoined, Seller shall at its own expense: (i) procure for buyer the right to continue using the goods; or (ii) remove the goods and replace them with non-infringing goods; or (iii) remove the goods and refund the purchase price and transportation and installation costs thereof; or (iv) with Buyer's consent modify the goods to eliminate the infringement.

6. INDEMNIFICATION The Seller hereby assumes entire responsibility for any Injury to persons, including death, or damage to property of any kind or nature caused by, resulting from, or in connection with, the furnishing of goods or services, by Seller, his contractors, officers, agents, or employees. The Seller will defend, indemnify and hold harmless the Buyer, the Buyer's officers, agents and employees from and against any all claims, suits, losses, damages, and expenses resulting from such injury or damages and incurred by or awarded against the Buyer. The Seller further agrees to assume the defense thereof and to defend the same at the Seller's own expense, The Buyer shall not be responsible for any injury to persons or damage to property, resulting from the use, misuse or failure of any apparatus furnished to Seller by Buyer and the use of any such apparatus by the Seller shall constitute acceptance by Seller of all responsibility for any claims for such injury or damage.

7. SAFETY AND WORKMEN'S COMPENSATION If any work under this order Is to be performed on Buyer's premises, Seller shall perform such work In accordance with the safety rules of Buyer; Seller shalt indemnify and save harmless Buyer. Its employees, agents, licensees and invitees from any and all losses, costs, damages, claims and expenses (including reasonable attorney's fees) of any nature whatsoever relating to; (i) injuries, occupational diseases or deaths of any employees or subcontractor of Seller. to the extent compensable under the workmen's compensation laws of any State; (ii) bodily Injuries, or property damage caused by the negligent or wrongful act of the Seller, any subcontractor of his, or any employee or agent of either; (iii) unemployment compensation or insurance, security taxes, or other federal, state or municipal taxes, contributions or benefit payments measured by or based on employment or such employees.

Prior to commencement of such work, Seller shall furnish to Buyer satisfactory evidence that Seller and its subcontractors have full workmen's compensation coverage and have bodily injury cover-age of not less than $1,000,000 per person and $2,000,000 per occurrence and property damage coverage of $500,000.

8. SELLER'S PURCHASES Seller agrees that if any instruments, motors, motor controls, or other products required for filling this order are manufactured or sold by Buyer such items will be purchased from Buyer provided Buyer's price and delivery date are competitive.

9. QUALITY ASSURANCE Seller will maintain a quality assurance system which is adequate to detect and prevent shipment of nonconforming goods, Buyer reserves the right to evaluate the adequacy of Seller's quality assurance system, and upon request, seller shall provide the Buyer with appropriate quality assurance documentation, manuals or certifications.

10. BUYER'S PROPERTY   Unless otherwise agreed in writing, all materials furnished to the Seller by the Buyer and any tooling paid, for by the Buyer as part of this order shall he and remain the Buyer's property. Any such property of the Buyer shall be subject to repossession or removal by the Buyer upon Buyer's instructions, shall be used only in filling this order and any similar orders from the Buyer, and while In Seller's custody and control shall be held and maintained by Seller at the Sellers expense and kept Insured by Seller at Seller's expense In an amount equal to the replacement cost thereof, with loss payable to the Buyer when so instructed by the Buyer, the Seller shall deliver such property to the Buyer (or to any other person the Buyer may designate), in good condition, ordinary wear and tear excepted.

11. CONFIDENTIALITY Except as otherwise specifically agreed, all information disclosed by the Buyer to the Seller shall be in confidence. Seller shall take all reasonable precautions to prevent any such information from being divulged to third persons not employed by Seller, including having recipients acknowledge the confidential status of such information and agreeing to similar restrictions. This obligation of confidence shall survive termination of this Agreement and will continue for three (3) years thereafter

12. COMPLIANCE WITH LAWS Seller certifies and represents that in the performance of this order it will comply with the provisions of all applicable federal, state and local laws, regulations, rules and orders. Any provision which is required to be a part of this order by virtue of any such law, regulation, rule or order is incorporated herein by reference. Specifically, seller certifies and represents that seller and any subcontractors used by seller in connection with fulfilling this Purchase Order must comply with the provisions of all applicable federal, state and local laws, regulations, rules and orders including but not limited to the Dodd-Frank Wall Street Reform and Consumer Protection Act, Section 1502, regarding conflict minerals, the Foreign Corrupt Practices Act and local anti-corruption regulations, and the California Transparency in Supply Chains Act of 2010.

a. ACCESS CLAUSE: By acceptance of this Purchase Order, the Seller agrees to abide by the requirements of Section 952 of the Omnibus Reconciliation Act of 1980 and the related regulations, if applicable, providing upon written request, reasonable access to Seller's books and records to the extent necessary to permit a duly authorized representative of the U.S Government to evaluate the nature and extent of fees and expenses hereunder.

13. PRICE Buyer shall not be billed at a price higher than the price last charged or quoted by Seller for the same goods unless a higher, price is authorized by this order or by a purchase order change. Seller represents that the price charged for the goods covered by this order is the lowest price charged by Seller to buyers of a class similar to Buyer purchasing in quantities and under circumstances comparable to those specified in this order. Any price reduction in goods the same as those covered by this order made by Seller after the placement of this order and prior to Buyer's receipt of the goods shall apply to this order.

14. SHIPMENT, PACKAGING AND ROUTING Shipments must be packaged according to standard industry specifications or, if not covered in specifications so as to permit efficient handling, provide adequate protections, and comply with requirements of carrier. Damage resulting from improper packaging will be charged to Seller. Unless otherwise agreed, no charges will be allowed for packaging, boxing, crating, returnable, containers, drayage, cartage, demurrage or dunnage, Seller shall route shipment as instructed.

15. DELIVERY DATE Time is of the essence, If delivery of the goods is not completed at the time or times stated in this order, Buyer reserves the right, without liability and in addition to its other rights and remedies, to terminate this order by notice, effective immediately upon receipt by the Seiler, and arrange for completion of performance, by the purchase of substitute goods elsewhere and charge Seller with all loss and damage incurred. No provision or this order for the delivery of goods in installments shall be construed as making the Seller's obligation severable. Shipments sent C.O.D, without Buyer's written consent will not be accepted and will be at Seller's risk.  Neither party shall be liable for damages for any delay arising out of causes beyond its reasonable control and without its fault or negligence, including but not limited to, act of God, acts of the other party, acts of civil or military authority, labor disputes, fire, or shortage of power. If any such delay is caused by the delay of a subcontractor of Seller, and is beyond the control and without the fault or negligence, of both the Seller and to be furnished by such subcontractor were obtainable from other sources in sufficient time to meet the required delivery hereunder. Seller shall notify Buyer immediately upon learning of any event which may result in any delay.

16. TERMINATION Buyer may terminate this order in whole or in part at any time upon Buyer's written notification to the Seller, as follows:

a. At Buyer's Convenience. Buyer's liability shall not exceed the cost of the existing 'finished goods" inventory. Such inventory shall not be greater than that required to fulfill the next delivery schedule within thirty (30) days following the date of termination, The existing "work in process" inventories required to fulfill an additional thirty (30) days of deliveries shall also be included. In no event shall Buyer have any liability for inventories in either category which are readily useable or resaleable.

Definitions:

"Finished Goods' shall mean goods that have passed final acceptance test and are waiting delivery.

"Work in process" shall mean material in varying stages of completion with some degree of labor applied and/or individual piece parts and/or raw material in stage of completion no more than necessary to meet delivery schedules.

b. For Seller's default. In the event Seller fails to deliver the goods or services within the time compliance has not been cured by Seller within 10 days after written notice from Buyer to do so, or Seller becomes the subject of any proceedings under state or federal law for the relief of debtors or otherwise becomes insolvent or bankrupt or makes an assignment for the benefit of creditors, then Buyer may terminate this order for default. in such event, Buyer shall have all rights and remedies provided in this order and at law. In the event of termination for any reason, Buyer may notify the Seller that all right, title, and interest in and to all or any portion of materials acquired by the seller for the performance of this order, work-in-process or completed goods specified in such notice shall pass immediately to Buyer. Buyer shall have the right to enter upon the premises where such property is located and take possession thereof.

17. EQUAL EMPLOYMENT OPPORTUNITY/AFFIRMATIVE ACTION

a. VETERAN'S EMPLOYMENT If this order is subject to Executive Order 11701, and the rules, regulation or orders of the Secretary of Labor issued thereunder, the contract clause as set forth at 41 CFR 60-250,4 is hereby included as part of this order.

b. EMPLOYMENT OF THE HANDICAPPED If this order is subject to Section 503 of the Rehabilitation Act of 1973, as amended, and the rules, regulation or orders of the Secretary of Labor issued thereunder, the contract clause at 41 CFR 60-741,4 is hereby included as part of this order.

c. EQUAL OPPORTUNITY EMPLOYMENT If this order is subject to the provisions of Executive Order 11246, as amended, and the rules, regulations or orders of the Secretary of Labor issued thereunder, the contract clause set forth at 41 CFR 60-1.4(a)-and 60-1.4(b) are hereby included as a part-of this order and Seller agrees to comply with the reporting requirements set forth at 41 CFR 60-1,40.

18. UTILIZATION OF SMALL BUSINESS CONCERNS To the extent applicable, Seller shall comply with FAR 52.219-8 (Oct. 2014) (Utilization of Small Business Concerns).

19. MISCELLANEOUS Any waiver or failure of Buyer to require strict compliance with the provisions of this order in any respect shall be in writing and shall not be deemed a waiver of Buyer's right to insist upon strict compliance thereafter.

This order shall not be modified without the express written approval of the Buyer.

This order shall not be modified or assigned, and the monies due hereunder shall not be assigned without the prior written consent of Buyer.

Buyer shall have the right at all time to set off any amount owing from Seller to Buyer or any of its affiliated companies against any amount payable by Buyer to Seller.

Buyer retains generally all rights and remedies granted to it by operation of law, in addition to those set forth herein.

Improper Payments, Kickbacks, Gifts, Gratuities, etc.: In fulfilling the terms of this Purchase Order, The Seller warrants that no person or selling agency has been employed or retained to solicit or secure this contract upon an agreement or understanding for commission, kickback, bribe, ' percentage, brokerage, or contingent fee excepting bona fide employees of bona fide established commercial or selling agencies maintained by the Seller for the purpose of securing business. For breach or violation of this warranty, the Buyer shall have the right in addition to any other right or rights to cancel this contract without liability and to deduct from the contract price, or otherwise recover the full amount of such commission, kickback, bribe, percentage, brokerage or contingent fee, No gratuities (in the form of entertainment, gifts or otherwise) or kickbacks shall be offered or given by Seller, to any employee of Buyer with a view toward securing favorable treatment as a supplier. By accepting this Contract. Seller certifies and represents that it has not made or solicited and will not make or solicit kickbacks in violation of 52 203-7 or the Anti-Kickback Act of 1986 (41 USC 51-56), both of which are incorporated herein by this specific reference.

20. TAXES No charges will he allowed for import duties, transportation, packaging, returnable containers, and documentation unless otherwise agreed. All sales, use, excise or similar taxes to be paid by Buyer must be itemized separately hereon and on invoices.

Updated September 19, 2016