Terms and Conditions

TERMS AND CONDITIONS OF PURCHASE (TEI Supplier Reference Only)

This purchase order can be accepted in accordance with the terms and conditions contained herein and or on the reverse side hereof, any
additional different terms contained or acknowledgment forms, invoice shipping papers or other documents relating to this order are
hereby objected to and are null and void and of no effect in respect to the contract arising on acceptance of this order.  Unless otherwise
specified, all necessary terms shall be governed by the Universal Commercial Code (UCC).

Procedure Governing this Purchase Order:
(a)        Formal acceptance of this purchase order is requested by signing the acceptance copy of the purchase order and promptly
returning it to TEI.
(b)        Release or publication of any information, data, or technical papers relating to material covered by this purchase order is not
permitted unless authorization for release or publication has been obtained in writing from TEI in advance of any such release.
(c)        This purchase order contains the entire agreement and all representation between the parties, and shall not be amended except in
writing by mutual agreement of the parties.

Shipping and Billing:
(a)        Seller shall be responsible for ensuring the proper packaging of materials hereunder.
(b)        Packing slips must accompany each shipment.
(c)        Seller shall at all time comply with TEI’s written shipping instructions.
(d)        In the absence of instruction from TEI to contrary, all material, parts, etc., which are the subject of this order, shall be shipped freight
prepaid to the point of destination.  Orders shipped contrary to these instructions will not be accepted by TEI and will be returned to the
Seller at Seller’s expense.
(e)        Payment terms, including discount period, will begin on the date on which both the materials and properly prepared invoice are
received by TEI.

Inspection:
Seller warrants that the articles purchased herewith comply with the following order of precedence:
(a)        Purchase order
(b)        Drawing
(c)        Specification

All articles will be subject to final inspection and acceptance by TEI, irrespective of prior payment.

TEI may reject any article that contains defective material or workmanship and/or does not conform to specification-samples or warranties.
Any article so rejected may be returned to Seller at Seller’s risk and expense, and at full invoice price plus applicable transportation
charges both ways.  No defective article or material shall be replaced unless requested by TEI.

Warranty:
Seller warrants that all articles, material and work furnished hereunder will be free from defect in material and workmanship and will
conform to applicable specification, drawings, samples and/or descriptions furnished by TEI, the warranties of Seller, together with its
service guarantees, shall run to TEI and/or its customers.

Subcontracting:
Seller agrees to obtain TEI’s written approval before sub-contacting this order or any substantial portion there of; provided, however, that
this limitation shall not apply to the purchase of standard commercial supplies or raw materials on which Seller will perform further work.

Delivery; Notice of Delay:
(a)        Time is of the essence.
(b)        In accepting this order, Seller agrees to perform this order and make deliveries hereunder as required hereby.  Deliveries are to be
made both in quantities and at times specified in scheduled furnished by TEI.  TEI will have no liability for payment for material or items
delivered to TEI, which are in excess of quantities specified in the delivery schedule.  TEI may from time to time change delivery schedules
or direct temporary suspension of scheduled shipments.
(c)        Early deliveries require prior written approval by TEI. TEI at their discretion may return or accept early shipments. Invoice payments
for early shipments shall be in accordance with the scheduled delivery date and not the date as received.

Termination for Default:
TEI may, by written notice of default to the Supplier, terminate the whole or any part of this purchase order in any one of the following
circumstances:
(a)        Supplier fails to make delivery of the supplies or to perform the services within the time specified herein thereof; or
(b)        If the Supplier fails to perform any of the other provision of this purchase order or so fails to make progress as to endanger
performance of this order in accordance with its terms.

Material, Equipment and Facilities:
Unless otherwise stated in this order, Seller shall supply all material, equipment, tools and facilities required to perform this order.  When
property is furnished by TEI title to all such property furnished to Seller by TEI, or the acquisition of which was specifically directed and paid
for by TEI, and any replacements thereof, or any materials affixed or attached thereto (all herein collectedly referred to as “Property”) shall be
and remain in TEI, with the right of possession in TEI.  Seller shall bear the risk of loss of all Property while in Seller’s custody or control
and while in the custody or control Seller’s suppliers and Seller shall keep the Property insured at Seller’s expense against loss and
damage in an amount equal to the cost of replacement.  All property is subject to removal and return at TEI’s written request, in which event
Seller at TEI’s expense will prepare such Property for shipment and deliver them to TEI and the Seller will promptly notify TEI of the location
of Property located in any place other than Seller’s plant.  Seller shall maintain a system to control, protect, preserve and maintain all TEI-
owned Property and Seller, at its expense, will maintain all Property in good condition and repair or replace them to the extent necessary for
performance of this order.  TEI shall have the right to enter Seller’s premises at all reasonable times to inspect its property and Seller’s
records with the respect thereto.  TEI does not warrant the accuracy of Property, which it furnishes and all articles delivered by Seller must
be in strict accordance with the requirements of this order.

Compliance with Laws and Regulations:
Seller agrees that the articles will be produced and all work hereunder will be performed in accordance with all applicable statutes and
laws (including, but not limited to the Fair Labor Standards Act, the Walsh-Healy Act, the Occupation Safety and Health Act, and all lawful
orders, rules and regulations there under), all executive orders, regulations of any of the Executive Departments of the United States of the
Government, or any state or political subdivision thereof, and agrees to indemnify TEI against any loss, cost, liability, or damage by reason
of Seller’s violation of any such applicable laws, orders, rules or regulations.

Additional Provisions for Government Contract:
When a Government contract is indicated on the purchase order, the clauses as set forth in the paragraphs of Defense Acquisition
Regulations (DAR), Federal Procurement Regulations (FPR) or NASA Procurement Regulations (NASPR) apply.  The Government reserves
the right to inspect all work under this contract.