1. ACCEPTANCE. These General Terms and Conditions of Purchase together with the terms and conditions of any Eclipse Manufacturing Company (EMC) purchase order cover sheet submitted to the vendor (Seller) after the date set forth on the Purchase Order, shall collectively constitute the entire agreement and understanding of EMC and Seller and supersedes all prior oral or written communications relating to the purchase of Seller's goods or services.  If Seller's communications (including any form) contain provisions inconsistent with the provisions of the Purchase Order, the Purchase Order shall prevail and EMC hereby notifies Seller of its objection to and rejection of any such terms and conditions stated by Seller, whether or not material, that are in conflict with, inconsistent with, or in addition to those contained in the Purchase Order.  Seller's (1) failure to object within 10 days to any terms contained in the Purchase Order or (2) commencement of performance shall constitute Seller's acceptance of all terms and conditions in the Purchase Order.

2. PRICES & PAYMENT TERMS. Prices shall be as specified on the EMC purchase order cover sheet to the Purchase Order and may not be changed without the prior written consent of EMC.  Seller warrants that the prices, rates, discounts and allowances on goods or services are not less favorable than the lowest price currently extended to any other customer of Seller for the same or like goods or services in equal or lower quantities.  Unless otherwise expressly indicated in writing by EMC, EMC shall pay all amounts due for goods or services purchased under the Purchase Order within 30 days from the date of Seller's invoice.  No interest charges or other penalties for late payment may be assessed by Seller without the prior written consent of EMC.

4. TAXES & OTHER CHARGES. Any properly assessed taxes, duties, or other fee imposed by a governmental authority, on or measured by the transaction between EMC and Seller shall be separately stated in each invoice indicating the tax and once paid by EMC, no additional tax assessments with respect to such invoiced amounts shall be paid.

5. SHIPPING & DELIVERY. Unless designated otherwise, all deliveries are F.O.B. destination to the location designated on this purchase order.  All risk of loss shall remain with Seller until goods and services have actually been received and accepted by EMC at the applicable destination according to the terms and conditions of this purchase order. Time is of the essence and delivery must be made in accordance with the schedule set forth in the Purchase Order.  In the event of failure to make timely delivery, EMC shall have the right, effective upon notice to Seller, to cancel the Purchase Order in its entirety or as to goods or services not delivered on time, and shall have no liability for any damage resulting from such cancellation.  If accelerated shipping means are required to meet the delivery set forth in the Purchase Order, or to minimize the lateness of delivery, excess shipping charges shall be borne by Seller.  EMC reserves the right to refuse delivery in installments, and, if accepted, to defer payment without interest or penalty until shipment is completed.

6. INSPECTION & REVIEW. Sellers items are key to product safety and compliance. Seller is required to notify EMC regarding non-conforming product and obtain EMC approval for non-conforming product disposition. All goods, material and services will be subject to EMC's final inspection and test at the delivery location specified in the Purchase Order prior to acceptance, it being understood that payment for goods, material or services in whole or part, will not constitute acceptance.  EMC may, at its option, reject any nonconforming material and return it to Seller at Seller's risk and expense at the full invoice price plus all applicable inspection, test, boxing, packing, crating, transportation and other related costs.  In the alternative, EMC may, with Seller's express agreement to reimburse EMC therefore, rework any of Seller's nonconforming material.  At EMC's option, Seller agrees to negotiate in good faith an equitable reduction in the price of nonconforming material, which EMC agrees to accept in "AS‑IS" condition.

7. CHANGES. Seller is required to notify EMC of changes in product and/or process, changes of suppliers, changes of manufacturing facility location and where required, obtain EMC approval. Seller is also required to flow down to the supply chain applicable requirements including customer requirements and record retention requirements (record retention is 7-yrs minimum except as customer requires). EMC shall have the right by written order to make changes in the work, Specifications, or quantity, provided that any change in price or delivery caused thereby shall be adjusted equitably by mutual agreement.  If Seller fails to submit a written request for adjustment in price or delivery within 10 days after receipt of such change order, it shall be conclusively presumed that no change in price or delivery is to be made. 

8. INSPECTION & AUDIT RIGHTS  Supplier (which, for the purposes of this Section, includes Supplier and its Suppliers) shall at any time, and after reasonable notice by EMC, (i) grant to EMC, EMC's Customers and/or to any competent regulatory authority, unrestricted access to (or if requested by EMC, provide to EMC copies of) Supplier's books and records (including, without limitation, agreements and technical inspection and quality records , but excluding financial books and records), wherever such books and records may be located (including third-party repositories) and (ii) provide EMC, EMC's Customers and/or any such authority the right to access, and to perform any type of inspection, test, audit or investigation at Supplier's premises, including manufacturing and test locations for the purpose of enabling EMC to verify compliance with the requirements set forth in the Order or for any other purpose indicated by EMC's Customers and/or said authority in connection with the design, development, certification, manufacture, sale, use and/or support of the Products.

Suppliers performance is monitored as part of the Supplier Corrective Action process and will be shared with suppliers upon written request.

11. TERMINATION. In addition to any remedies provided by law, if Seller breaches any provision of the Purchase Order, EMC shall have the right to cancel the Purchase Order at any time, without liability.  EMC also has the right to cancel all or part of the Purchase Order, for its own convenience, at any time by written notice, and EMC shall pay reasonable cancellation costs in accordance with industry practice, provided that the total charges shall not be in excess of the lesser of the price specified in the Purchase Order and demonstrable costs reasonably incurred prior to termination.  Upon any breach of the Purchase Order by Seller, EMC may at its option require Seller to transfer to EMC all materials, work in process, completed supplies, tooling, plans, and Specifications allocable to the canceled portion of the Purchase Order, and EMC shall pay to Seller an amount equal to the lesser of Seller's cost or the fair value.

12. RESALE CERTIFICATES. In those cases, where articles described in the Purchase Order are exempt from state and local sales and use taxes, EMC certifies that all goods or services described on the Purchase Order are: (1) purchased for purposes of resale as tangible property as an ingredient or constituent part of goods produced for resale, or (2) purchased for exempt use as provided by the sales and use tax laws of the destination of the goods.

15. SERVICES.  If the Purchase Order covers the performance of services for EMC or involves operations by Seller on the premises of EMC or one of its customers, Seller shall take all necessary precautions to prevent the occurrence of any injury to person or property during the progress of such work and except to the extent that such injury is due solely and directly to EMC's or its customer's negligence, as the case may be, shall indemnify and protect EMC (and its employees, subsidiaries, affiliates, successors, customers and agents) against all liability, claims or demands for injuries or damages to any person or property growing out of the performance of the Purchase Order including the cost of defending against any such claim.

17. WARRANTIES. (1) Seller represents and warrants to EMC for the benefit of EMC, its affiliates and EMC's customers that:

(a) all goods and services furnished under the Purchase Order are (i) of merchantable quality, (ii) fit and sufficient for the purpose intended, (iii) free from defects of materials or workmanship, and (iv) in strict conformity with any Specifications furnished, included or referenced in the Purchase Order;

(b) it has the right to convey the goods and that the goods are free of all liens and encumbrances;

(c) goods furnished pursuant to the Purchase Order, not of EMC's design, will not infringe any patent, copyright, trademark, trade secret or any other intellectual property rights of any third party and Seller hereby grants EMC, its affiliates and its customers an irrevocable, non‑exclusive, royalty‑free license under any intellectual property owned by Seller, or under which Seller has license rights (i) to use and sell any goods delivered pursuant to the Purchase Order and (ii) to use and sell any process carried out with the use of such goods;

(d) any goods furnished or services provided pursuant to the Purchase Order shall have been or are manufactured and sold in compliance with all relevant federal, state and local laws, rules, executive orders and regulations.

(2) In the case of the performance of services, Seller warrants that it shall perform the services in accordance with industry standards except to the extent a higher standard is specified, in which case the higher standard shall apply.

(3) Seller represents and warrants as to any Software or related good or service supplied under the Purchase Order:

(a) the Software will operate substantially in accordance with the Specifications without the need for any additional hardware or software other than as specified in the Specifications;

(b) Documentation that accompanies the Software shall be of sufficient detail to allow EMC's employees to understand the operation of the Software (and Seller shall, at no additional cost to EMC, make prompt and reasonable corrections to any documentation that does not conform to this warranty);

(c) Seller shall maintain and update a complete listing of all deficiencies, bugs or errors occurring in the Software, as reported by Seller personnel, EMC or any other customer of Seller, and for each such deficiency, bug or error, a description of the problem, an indication of the priority assigned to the problem by Seller, the current status of the problem, and a timeline within which the problem is expected to be corrected for the Software and will provide access to such list by STE;

(d) the Software will upon delivery, be free of any virus, worm, built‑in or use‑driven destruction mechanism, injurious or damaging algorithm, time bomb, trojan horse or other software or hardware (including keys) that can disable or adversely affect the Software or destroy any other data or other software;

(e) except to the extent expressly stated in the accompanying user documentation, there are no operating limitations on the use of the Software (for example, without limitation, as to maximum number of records or transactions or field lengths);

(f) Maintenance and support for the Software will be made available for no fewer than five (5) years after the date the Software is accepted by EMC and that (i) the price for the first year is as stated in the Purchase Order; (ii) annual renewal shall be at EMC's sole option; (iii) there shall be no increases in annual maintenance and support fees for the first renewal; thereafter, increases shall be no more than five percent (5%) of the previous year's maintenance and support fee; (iv) so long as EMC elects to obtain support, all upgrades and updates (including major feature upgrades) will be provided to EMC at no additional charge; (v) maintenance and support will be available for the then current version and the immediately previous version of the Software and at no time will EMC have to install a new version less than one year after its release in order to be eligible for support and maintenance; and (vi) maintenance and support will include prompt response and resolution of all substantial problems reported by EMC, including such travel expenses as may be necessitated by any such problem.

The warranties set forth in this Section 15 are in addition to any warranty otherwise offered by Seller or implied by law. All warranties shall survive any inspection, acceptance, delivery, payment for the goods or services and termination of the Purchase Order and shall inure to the benefit of EMC, its successors, assigns and customers.


19. INDEMNIFICATION. Seller agrees to indemnify, hold harmless and defend EMC (and its employees, subsidiaries, affiliates, successors, customers and agents) from and against any and all judgments, liabilities, damages, losses, expenses and costs (including, without limitation, court costs and attorneys' fees) incurred or suffered by EMC, which relate to or arise out of (1) Seller's design, manufacture, assembly, use, handling, sale or distribution of the products sold under the Purchase Order; (2) the performance of the Purchase Order by Seller, its employees or agents, whether on or off Seller's premises; (3) Seller's breach of any representation, warranty or obligation under the Purchase Order; or (4) the infringement or violation of any third party's intellectual property or other rights.

21. REMEDIES. The remedies reserved in the Purchase Order shall be cumulative and in addition to any other or further remedies provided in law or in equity.

22. WAIVER. No provision of, right, power or privilege under the Purchase Order shall be deemed to have been waived by any act, delay, omission or acquiescence on the part of either party, its agents, or employees, but only by an instrument in writing signed by an authorized individual of each party. No waiver by either party of any breach of any provision of the Purchase Order by the other party shall be effective as to any other breach, whether of the same or any other provision and whether occurring prior to, concurrent with, or subsequent to the date of such waiver.

23. SEVERABILITY. The invalidity, illegality or unenforceability, in whole or in part, of any provision, term or condition of the Purchase Order shall not affect the validity and enforceability of the remainder of such provision, term or condition or of any other provision, term or condition, and, to the extent possible, such invalid, illegal or unenforceable provision shall be replaced by a provision most nearly reflecting the fundamental objectives of the original provision.

24. SUBCONTRACTING & ASSIGNMENT. Seller shall not assign, subcontract or delegate its rights or obligations under the Purchase Order to any other person unless agreed to in writing by EMC. In no event, shall copies of the Purchase Order or of plans, Specifications or other similar documents relating to the Purchase Order, be furnished to any assignee if such documents are designated as one of the classified types under Government security requirements or as proprietary to EMC.

25. GOVERNING LAW. The Purchase Order shall be construed per the laws of the State of Illinois.



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