HIGHTOWER PRODUCTS, LC GENERAL TERMS AND CONDITIONS APPLICABLE TO ALL PURCHASES

 OFFER AND ACCEPTANCE. The purchase of products and/or services ("Products") by Hightower Products, LC ("Buyer") from you, the "Supplier" is exclusively governed by the following terms and conditions (this "Contract"). Any quotation or invoice provided by Supplier or request for a purchase of goods or services of Supplier by Buyer is subject to these terms and conditions, which supersede all prior quotations and agreements. This Contract, together with any specific order terms constitute the complete and exclusive agreement between Buyer and Supplier as to the Products.

PRICES & PAYMENT. Pricing is firm and is not subject to change unless otherwise agreed in this Contract. Any general price reduction made by Supplier with respect to any Product ordered, subsequent to the placement of this Contract by Buyer, and prior to Buyer's receipt of the Product, will apply to this Contract. Supplier represents that the prices charged to Buyer are the best or lowest prices charged by Supplier to buyers of a class similar to Buyer purchasing comparable quantities and under similar circumstances. Payment terms, unless otherwise agreed by Buyer, are thirty (30) days from the date of receipt of Products and a correct invoice. All invoices and/or advance shipping notices must reference the order number, amendment or release number, and as applicable Buyer's part number, Supplier's part number, quantity in units shipped and number of cartons or containers, Supplier's name and contact information, and bill of lading number, for payment to be made. Prices for Products include all applicable federal, state, provincial, and local taxes and import duties. Buyer retains the right of setoff.

CHANGES. Buyer may at any time, by written Contract, make changes in, or additions to, the work to be performed or the Product to be furnished hereunder in any one or more of the following: (a) drawing, designs, statement of work or specifications; (b) method of shipment or packing; (c) place of inspection, delivery, or acceptance; (d) quantities, where reasonable; (e) delivery schedule, where reasonable, and (f) the amount of Buyer furnished property. If any such changes causes an increase or decrease in the cost of, or the time required for, performance of this Contract, then Supplier shall notify Buyer in writing promptly and an appropriate equitable adjustment will be made in the price or time of performance, or both, by written modification of this Contract. Any claim by Supplier for such adjustment must be asserted by Supplier in writing within ten (10) days from the date the change is Contracted. Nothing contained in this paragraph shall excuse Supplier from proceeding with this Contract as changed. Notwithstanding anything else stated herein, Supplier shall not make any changes to the form, fit or function of any Product, any drawings, designs, specifications, manufacturing process, processing facility, source of components, organization, origination ownership, materials, packaging, time or place of delivery or, method of transportation or to the price of any of the Product, in each case, without obtaining Buyer's prior written consent.

VOLUME & QUANTITY. If quantities and delivery schedules are not specified in this Contract, they will be as reasonably determined by Buyer and stated in releases or schedules issued to Supplier periodically. If Supplier is under a vendor managed inventory system, Supplier will at all times maintain Buyer's supply at the agreed levels. If Buyer provides estimates, forecasts or projections of future quantity requirements for Products, such items are provided for informational purposes only and are not binding upon Buyer.

SHIPPING & DELIVERY. Supplier will ship Products using best commercial practices complying with Buyer's and all legal and regulatory requirements as to packaging, labeling, shipping notification and freight, warnings, patterns, samples, drawing functionality, installation, maintenance and other relevant instructions and operating environment requirements. The costs relating to handling, packaging, storage or transportation (including duties, taxes, fees, and the like) unless otherwise stated in this Contract are included in the price, including any premium freight charges required to meet on-time delivery. Supplier will bear all risk of loss until Products are delivered. Time is of the essence as deliveries will be made in the quantities and on the dates specified by Buyer in this Contract or subsequent releases or instructions. Unless otherwise stated in this Contract, delivery terms will be FCA Buyer's dock (Incoterms 2010). Buyer will not be required to accept partial deliveries or Products that are delivered in advance of the delivery date or in incorrect quantities.

INSPECTION/REJECTION. Supplier will ensure it maintains a documented quality system and will maintain all quality documents for a minimum of seven years, to include but not limited to, Manufacturer Certificate of Conformance, material chemical and physical certifications, all processing certifications, and any associated prints for the product supplying. Buyer and or their customer, may at any time, including, but not limited to, the period of manufacture, enter Supplier's facilities and inspect and test the Product, including, but not limited to, material, work in process, supplies and the manufacturing process. Buyer shall have the right to reject any Product (or portions thereof) or lots of Product which are defective in material or workmanship or otherwise not in conformity with the requirements of this Contract. Materials that have a manufacturers recommended shelf life: condition as received by the Buyer, if determined to have less than 80% of the shelf-life remaining will be subject to rejection, this disposition will be at sole discretion of Buyer, which shall be final, conclusive and binding, and may include their correction or replacement. Rejected Product shall be removed or, if permitted or required by Buyer, corrected in place by and at the expense of Supplier promptly after notice, and shall not thereafter be tendered for acceptance unless the former rejection or requirement of correction is disclosed by Supplier to Buyer in advance in writing. If Supplier fails to promptly replace, correct, or remove such Product or lots of Product which are required to be removed, Buyer may: (1) replace or rework such Product and charge to Supplier the cost occasioned Buyer thereby; (2) pay for such Product at a reduced price which is equitable under the circumstances; or (3) cancel the contract for the Product. If any inspection or test is made by Buyer and/or its customer on the premises of Supplier or a lower tier subcontractor, Supplier without charge shall provide all reasonable facilities and assistance for the safety and convenience of Buyer and/or customer inspectors in the performance of their duties. In the case of rejection, Buyer shall not be liable for any reduction in value of samples used in connection with such inspection or test. Buyer reserves the right to charge to Supplier any cost of inspection and test when Product are not ready at the time such inspection and test was requested by Buyer or when re-inspection or retest is necessitated by prior rejection. Notwithstanding anything else stated herein, all Product shall be subject to final inspection by Buyer after delivery to Buyer's facility, irrespective of any previous source inspections. Buyer's failure to inspect or accept or reject Product in a timely manner shall neither relieve Supplier from full compliance with all requirements of this Contract, nor impose responsibility on Buyer therefor. Payment shall not be construed as a waiver of Buyer's rights. Inspection and test by Buyer or its customer of any Product or lots thereof does not relieve Supplier from any responsibility regarding defects or other failures to meet Contract requirements which may be discovered prior to acceptance or during any warranty period. If, prior to or at the time of final acceptance or within any warranty period, it was known or should be known by Supplier that the Product would not or did not conform to the requirements of this Contract, final acceptance shall not be construed as a waiver of any rights Buyer may have with respect to the Product purchased under this Contract, notwithstanding the failure of Buyer to timely inform Supplier of such nonconformance. If, at any time, the Supplier discovers the goods do not conform to the requirements of this order, the Supplier is obligated to immediately notify the Buyer of the lot supplied and the defect discovered.

CUSTOMS DOCUMENTS AND CERTIFICATION STATEMENTS. Supplier will provide Buyer with a certificate of origin and/or a manufacturer's affidavit, and applicable customs documentation for any Products manufactured in whole or in part outside of the USA/Canada as well as any requested NAFTA documentation, as applicable. For all raw material, Supplier will provide a signed quantitative test report showing conformance to the specifications for each shipment. The certification will identify, when applicable, the material specification; manufacturer (and vendor if different); lot, batch, heat or serial identity; quantity of material covered; date of shipment and carrier; Buyer's purchase order and material code numbers; and statistical test results obtained. If the certification is accompanying the shipment, the shipping unit containing the document must be clearly marked as such so the certification is readily available to the receiving personnel.

INTELLECTUAL PROPERTY. Each Party shall retain any and all patents, trade secrets, trademarks, copyrights or other intellectual property right owned by such party ("Intellectual Property Right"). Supplier grants to Buyer a non-exclusive right and license of Supplier's Intellectual Property Rights to: (a) use, sell, and modify Products and incorporate Products into other products for use or sale; and (b) in the case where Supplier is unable to perform or breaches this Contract, to make Products or have Products made by an alternate source. Supplier agrees to make prompt and complete disclosure to Buyer of all inventions and disclosures made or conceived as a result of work performed under this Contract. Any invention, discovery, proprietary information, maskwork, software, system, data, or report resulting from the work performed under this Contract shall be the sole property of Buyer. In addition, without limiting the generality of the foregoing, all patents, copyrights, trade secrets, trademarks, and other intellectual property resulting from work under this Contract shall be the sole property of Buyer. Supplier agrees to assign to Buyer any patent or patent application and other intellectual property rights resulting from work performed under this Contract, and to provide reasonable support for the Buyer's prosecution of such patent application. The parties agree that any original work of authorship created under this Contract is a "work made for hire" for purposes of copyright ownership. To the extent Supplier has an interest in any original work of authorship created under this Contract, Supplier agrees to assign its entire interest in such work to Buyer, including any and all rights to derivative works. This Contract does not confer or grant, in any manner whatsoever, any license or right under any patent, trademark, trade secret, maskwork, copyright or other intellectual property right held by Buyer.

LIMITED TRADEMARK LICENSE. If applicable, Buyer grants to Supplier a non-exclusive, non-transferable, limited license, with no right to sublicense, to reproduce and use those trademarks, service marks, logos, commercial symbols and other indicia of trade origin of Buyer (collectively "Buyer Marks") solely for the manufacture and sale of Products to Buyer. Supplier may not use Buyer Marks in any other manner. Supplier's reproduction and use of the Buyer Marks, and all goodwill established and/or symbolized thereby, will inure exclusively to the benefit of Buyer and this Contract does not confer any goodwill or other interests in the Buyer Marks upon Supplier. Supplier will not challenge or contest the validity of the Buyer Marks, any registration of the Buyer Marks with the U.S. Patent and Trademark Office or with any foreign government or the ownership of the Buyer Marks by Buyer or its affiliates. Supplier shall not represent that it has any ownership interest in the Buyer Marks or registrations therefore. Once Supplier no longer supplies Products to Buyer, or earlier upon Buyer's notice, Supplier will immediately discontinue all use of Buyer Marks. The terms of this paragraph will survive termination of this Contract.

WARRANTIES. Supplier warrants that all goods will be free from defects of material or workmanship, will be of good quality, and fit and sufficient for the purposes intended, and will conform strictly to any specifications, drawings, or samples which may be specified or furnished by Buyer. Supplier warrants that it will have good title to all goods, free and clear of all liens, encumbrances, and other obligations and will transfer such good and clear title to Buyer. Supplier warrants the Products will meet or exceed the failure rate and/or reliability requirements set forth in applicable specifications. These warranties shall survive acceptance and payment and shall run to Buyer, its successors, assigns, customers, and the user of the goods and shall not be deemed to be the exclusive warranties. Claims for non-compliance will be established from Buyer's service records for the Product. In carrying out any services the Supplier will ensure that the best technical practices, skills, procedures, safety standards, care and judgment will be used. These warranties will remain in effect for the longer of: (a) the period provided by applicable law where the Products are used; or (b) the warranty period provided by Buyer to its customers. Supplier will repair or replace any defective or non-conforming Products during the applicable warranty period at Supplier's cost and expense (including, without limitation, for all parts, labor and transportation costs) immediately upon being notified of any such defect by Buyer, and/or reimburse Buyer for its costs of remedying the non-compliance, and reimburse Buyer for all costs and charges related to or caused by or the nonconforming Products, including, but not limited to, costs, liquidated damages, governmental, statutory, regulatory, or contractual penalties, expenses and losses incurred by Buyer in: (i) inspecting, sorting, repairing or replacing such nonconforming goods; (ii) resulting from or in production interruptions, premium freight, additional insurance costs and premiums, overtime, downtime, containment and de-installation,(iii) conducting recall campaigns or other corrective service actions, maintenance or safety instructions, trainings and warnings, (iv) relative to claims for personal injury (including death) or property damage caused by such nonconforming Products; and (v) any environmental contamination and clean up cost. As to Products that are made for resale, Supplier agrees that Buyer may make similar warranties to its customers in reliance upon the foregoing. These warranties and remedies are nonexclusive and are in addition to the warranties and remedies provided by the Uniform Commercial Code and applicable laws which may not be disclaimed or limited. All warranties contained in this Contract shall run, and all remedies shall be available to, Buyer, its affiliates, and their customers and all such warranties shall survive any delivery, inspection, acceptance, or payment by Buyer.

INDEMNIFICATION. Supplier will indemnify, defend and hold harmless Buyer, its affiliates, partners, directors, officers, employees and agents, from and against any and all actions, claims, demands, judgments, losses, costs, liabilities, damages, any type of liability for environmental contamination and clean-up cost, additional insurance costs and premiums, other expenses and/or fees (including reasonable attorneys' fees) of whatever kind ("Claims") that are incurred by or asserted against Buyer related to or arising from any actual or alleged: (a) infringement of any patent, trademark, copyright, trade secret, industrial design right, or other proprietary right, by reason of the manufacture, use or sale of the Products, except to the extent the infringement results directly from a design furnished by Buyer; (b) defect in any Products; (c) noncompliance by Supplier of its representations, warranties, or obligations under this Contract; or (d) negligence or fault of Supplier in connection with the design or manufacture of Products or wrong or in-complete installation, shipping, use, maintenance, environmental health or safety instructions, including any reasonably required post-sale warnings. Supplier will not make any admissions on behalf of Buyer or enter into a settlement without Buyer's prior written consent. The indemnification obligations of Supplier under this Section are not exclusive and shall not impair or exclude Buyer's rights or remedies under law, and such rights and remedies of Buyer are cumulative.

INSURANCE. In addition to specific insurance requirements which may be set out in this Contract, throughout the term of this Contract and the warranty period of any Products, Supplier shall have and maintain at its expense: (a) general and public liability insurance with coverage limits reasonably acceptable to Buyer and naming Buyer as an additional insured; (b) all risk property perils insurance covering the full replacement value of Bailed Property (as defined below) while in Supplier's care, custody, or control and naming Buyer as loss payee; and (c) worker's compensation insurance as required by applicable law. Insurance coverage amounts shall in no case be less than as standard in the industry, and shall be with carriers with at least an A.M. Best rating of "A" excellent, and a financial size rating of at least Class V. Supplier will furnish to Buyer certificates of insurance setting forth the amount of coverage, policy number and date(s) of expiration. Supplier shall provide at least sixty (60) days' prior written notice to Buyer of cancellation or material alteration of insurance.

CONFIDENTIALITY. If Supplier has access to Buyer's confidential information, including, without limitation inventions, developments, know how, specifications, business plans, results of testing, systems, financial information, product information, methods of operation, customer information, supplier information and compilations of data ("Confidential Information"), Supplier shall (i) use the Confidential Information solely for the purposes of the Contract, and not for any other purpose (including, without limitation, designing, manufacturing, selling, servicing or repairing equipment for entities other than Buyer; providing services to entities other than Buyer; or obtaining any government or third party approvals to do any of the foregoing); (ii) safeguard the Confidential Information to prevent its disclosure to or use by third parties; (iii) not disclose the Confidential Information to any third party; and (iv) not reverse engineer, disassemble, or decompile the Confidential Information. Supplier may disclose the Confidential Information to officers, directors, employees, contract workers, consultants, agents, affiliates or subcontractors of the Supplier who have a need to know such Confidential Information for the purposes of performing the Contract and who have executed a written agreement with the Supplier obligating such entity or person to treat such information in a manner consistent with the terms of this Section. The Contract shall not restrict the Supplier from using or disclosing any information that, as proven by written contemporaneous records kept in the ordinary course of business: (i) is or may hereafter be in the public domain through no improper act or omission of the Supplier or a third party; (ii) is received by the Supplier without restriction as to disclosure by the Supplier from a third party having a right to disclose it; (iii) was known to Supplier on a non-confidential basis prior to the disclosure by the Buyer; or (iv) was independently developed by employees of the Supplier who did not have access to any of Buyer's Confidential Information. If Confidential Information is required to be disclosed pursuant to judicial process, Supplier shall promptly provide notice of such process to Buyer and, upon request, shall fully cooperate with Buyer in seeking a protective Contract or otherwise contesting such a disclosure. Disclosure of such requested Confidential Information shall not be deemed a breach of the Contract provided that the obligations of this Section are fulfilled by Supplier. Buyer shall have the right to audit all pertinent documentation of the Supplier, and to make reasonable inspection of the Supplier's premises, in Contract to verify compliance with this Section. Obligations in this Section regarding Confidential Information shall continue until such time as all Confidential Information is publicly known and generally available through no improper act or omission of the Supplier or any third party. Unless required otherwise by law or the Contract, the Supplier shall promptly return, or otherwise dispose of Confidential Information as the Buyer may direct. Absent contrary instructions, Supplier shall destroy all Confidential Information one (1) year after termination or completion of the Contract and provide written acknowledgement to Buyer of such destruction. Supplier's confidentiality obligations shall survive termination of this Contract for so long as Buyer's Confidential Information remains confidential. In order to assure that Buyer is able to obtain the full benefit of the restrictions set forth in this Section, Buyer shall be entitled to injunctive relief, including, but not limited to, emergency, preliminary, temporary and permanent injunctions, from any court of competent jurisdiction as may be necessary to enjoin any violation of the foregoing covenants, without the necessity of proving immediate irreparable harm or an inadequate remedy at law. If the parties have already entered into a Confidentiality or Non-Disclosure Agreement ("NDA"), the terms and conditions of the NDA shall apply and control for confidentiality obligations between the parties in lieu of this section.

TERMINATION. Buyer reserves the right to terminate this Contract or any part hereof for its sole convenience. In the event of such termination, Supplier shall immediately stop all work and shall immediately cause its suppliers or subcontractors to cease work. Supplier shall be paid a reasonable termination charge reflecting the percentage of the work performed prior to the notice of termination, plus actual direct cost resulting from termination. Supplier shall not be paid for any work done after receipt of the notice of termination, except that work necessary to effect termination, nor for any cost incurred by Supplier's suppliers or subcontractors which Supplier reasonably could have avoided. Buyer may also terminate this Contract or any part hereof for cause in the event of any default by Supplier, or if Supplier fails to comply with any of the terms and conditions of this Contract. In the event of termination for cause, Buyer shall not incur any liability for such termination and without prejudice to any other remedy Buyer may have, Supplier shall be liable to Buyer for any and all damages sustained by reason of the default.

LIABILITY LIMITATION. Buyer's liability on any claim of any kind for loss or damage arising out of or in connection with resulting from this Contract from the performance or breach thereof shall be limited to and in no case exceed the price paid by Buyer for the Products which give rise to the claim. IN NO EVENT SHALL BUYER BE LIABLE FOR ANY SPECIAL, PUNITIVE, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOSS OF REVENUE, OR COST OF CAPITAL.

NOTICES/ELECTRONIC COMMUNICATION AND TRANSMISSION. Supplier will utilize electronic communication methods reasonably specified by Buyer, including requirements for Buyer managed inventory, electronic funds transfer, purchase order transmission, electronic signature and/or communication. Notices permitted or required to be given hereunder shall be deemed effective if made in writing (including telecommunications) and delivered to the recipient's address (including email address or facsimile number) by email or other telecommunications transmission specified by Buyer with request for assurance of receipt in a manner typical with respect to communications of that type.

FORCE MAJEURE. Neither party will be found in default of liable if its performance is delayed or made impossible or commercially impracticable due to causes beyond its control, including but not limited to acts of God, unusually severe weather, civil commotion, terrorism, military authority, war, riot, fire, labor trouble or strikes, unavailability of materials or components, explosion, breakdown or accident, delay in transportation, plant shutdown, or compliance with governmental requests, laws, regulations, order or actions.

LEGAL ACTIONS; VENUE; ATTORNEY FEES. This Contract shall be governed and interpreted in accordance with the laws of the State of Michigan and shall be deemed to be fully and solely executed, performed and/or observed in the State of Michigan. The Convention on Contracts for the International Sale of Goods is expressly excluded. Seller and Buyer agree and consent that any action or proceeding arising from the transactions contemplated herein shall be brought in Livingston County, Michigan Circuit Court and/or the Federal District Court for the Eastern District of Michigan, Southern Division, and that such Courts shall have personal jurisdiction over Seller and Buyer for purposes of such action or proceeding. Buyer shall be obligated to Seller for all costs and expenses (including reasonable attorney's fees and expenses and fees for collection agencies) incurred by Seller in collecting any amounts not timely paid by Buyer hereunder or in exercising any of its other rights hereunder.

ASSIGNMENT/SUCCESSORS. Neither party may assign this Agreement in whole or part without the prior written consent of the other party, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that Buyer may in its sole discretion and without Supplier's consent assign this Agreement, in whole or in part or with respect to any of its rights and obligations hereunder, to any affiliate or successor company or entity resulting from a sale of assets, shares or other ownership interest, merger, operation of law, reorganization or consolidation. Subject to the foregoing, all of the terms, conditions, covenants, and agreements contained herein shall inure to the benefit of, and be binding upon, any such affiliate or successor and any permitted assignees of the respective parties hereto. Consent by either party to such assignment in one instance shall not constitute consent by the party to any other assignment.

ENTIRE AGREEMENT; WAIVER; SEVERABILITY. This writing constitutes the entire agreement between Buyer and Seller with respect to this transaction and cannot be modified except in a writing signed by both Seller and Buyer. Buyer agrees, however, that Seller may insert missing information or correct obvious errors in this invoice/acknowledgement. Waiver by a party of any provision hereof in one instance shall not constitute a waiver as to any other instance. If any provision herein is held unenforceable, invalid or illegal, the remaining provisions will continue to be valid and effective.

LEGAL COMPLIANCE. At its own expense, the Supplier shall comply with all federal, state, provincial, local and foreign laws, orders, rules, regulations and ordinances, including import and export laws and regulations that may be applicable to Supplier's obligations hereunder. Supplier shall be solely responsible to identify and procure required permits, certificates, licenses, insurance, approvals and inspections in performance of this Contract. Supplier shall provide all written documentation that Buyer requires to comply with applicable laws, including but not limited to material safety data sheets for Products, and will provide written certifications of its compliance with applicable laws upon request from Buyer. Supplier will indemnify and hold Buyer harmless from and against any liability, claims, demands or expenses (including, without limitation, legal or other professional or expert fees) arising from or relating to Supplier's noncompliance of any laws and regulations. For programs involving the supply of goods or services to the US Government, Supplier shall accept the flow-down of applicable Federal Acquisition Regulations and shall maintain the capability to meet all of the requirements of such regulations including, without limitation, requirements as to cost and pricing data, truth in negotiation and procurement integrity. Additional and/orr more specific legal compliance provisions are added to this Contract for international transactions, as applicable below:

ADDITIONAL TERMS FOR INTERNATIONAL TRANSACTIONS:

EXPORT/IMPORT: Supplier agrees to comply with all applicable export and import laws and regulations and any requirements of Buyer with respect to the import, export, re-export, or transfer of Products. Products or technical data provided or received under this Contract may be subject to the provisions of the U.S. Export Administration Act, 50 USC 2401- 2420, including the Export Administration Regulations, 15 CFR 730-774 ("EAR"); the U.S. Arms Export Control Act, 22 USC 2751-2780, including the International Traffic in Arms Regulations, 22 CFR 120-130 ("ITAR"); the Regulations of the Office of Foreign Assets Control of the U.S. Treasury Department, 31 CFR 500-599; the Regulations of the Bureau of Alcohol, Tobacco, and Firearms, 27 CFR 447-555 ("ATF"); the Homeland Security Act of 2002, including the U.S. Customs and Border Protection Regulations, 19 CFR 1-199 ("CBP"); as well as any applicable export or import requirements of other jurisdictions regardless of whether such products or technical data are of U.S. or non-U.S. origin. Supplier shall obtain or produce any necessary export or import authorizations to support deliveries under this Contract. Supplier will provide to Buyer the export commodity classification or original design intent information (for Supplier's design authority items), Harmonized Tariff Schedule ("HTS") numbers, and country of origin information for the Products. Supplier shall support all import document requirements as necessary. Supplier will assist Buyer's efforts to participate in Trade Programs such as the North American Free Trade Agreement (NAFTA), including producing Certificates of Origin and Manufacturer's Affidavits. Supplier will meet the country of origin marking requirements for all Products. Supplier shall comply with all Customs Trade Partnership Against Terrorism (C-TPAT) requirements if applicable and reasonably required by Buyer. Supplier will comply with all CBP pre-file import requirements according to the mode of transportation (Importer Security Filing 10+2 program for ocean, e-manifest for truck, etc.). Supplier agrees to immediately notify Buyer in the event of any change to the export or import classification or country of origin information. Supplier agrees to provide Buyer with advance written notice of any change in the Supplier's manufacturing location. Supplier agrees that it will not export, transfer, re-export, or re-transfer any drawings, data, designs, inventions, computer software or other technical information provided by Buyer, including any of Buyer's information that has been integrated into Supplier's technical information, without Buyer's prior written consent. Supplier agrees that it will not export, transfer, re-export, or re-transfer Products to any U.S. recognized foreign government sanctioned countries, denied, or designated parties without obtaining appropriate export authorization where necessary. These restrictions apply to Supplier, its employees, and any third party including, but not limited to Supplier's suppliers and subcontractors. Supplier shall immediately notify the Buyer's procurement representative if Supplier is, or becomes, listed in any U.S. or non-U.S. government denied parties lists or if Supplier's export privileges are otherwise denied, suspended, or revoked in whole or in part by any U.S. or non-U.S. government entity or agency. If Supplier based in the U.S. and is engaged in the business of either exporting, manufacturing or brokering defense articles or furnishing defense services, as defined in the ITAR, Supplier agrees to maintain a current registration with the Directorate of Defense Trade Controls, as required by the ITAR, and to maintain an effective export/import compliance program in accordance with the ITAR. Supplier shall provide Buyer with the contact information of the individual(s) responsible for such compliance program. Supplier shall allow Buyer to validate or audit all representations made under this clause. Buyer shall not be liable for increased costs or customs duties, or any penalties or damages incurred by Supplier as a result of deficient or erroneous documentation supplied by Supplier for purposes of establishing the status of Products, as defined in the North American Free Trade Agreement ("NAFTA") and other trade preference programs, including implementing laws and regulations.

CUSTOMS CREDITS. Transferable credits or benefits associated with Products purchased, including trade credits, export credits, or rights to the refund of duties, taxes, or fees, belong to Buyer unless otherwise prohibited by applicable law. Supplier will provide Buyer with all information and records relating to the Products necessary for Buyer to (1) receive these benefits, credits, and rights, (2) fulfill any customs obligations, origin marking or labeling requirements, and certification or local content reporting requirements, (3) claim preferential duty treatment under applicable trade preference regimes, and (4) participate in any duty deferral or free trade zone programs of the country of import. Supplier will obtain all export licenses and authorizations and pay all export taxes, duties, and fees unless otherwise stated in the Contract, in which case Supplier will provide all information and records necessary to enable Buyer to obtain those export licenses or authorizations.

SAFETY/SECURITY: Supplier will ensure compliance with all applicable health and safety laws and regulations and promote the health, safety and well-being of its personnel. Regarding Laws of the country(s) of destination or that relate to the handling and transportation of dangerous goods or hazardous materials, data protection and privacy, and Supplier will provide all required information related to the proper and safe handling of the Products as may be required by law. Supplier will provide Buyer with material safety data sheets pertaining to the Products.

ANTI-CORRUPTION: Supplier will not offer to give or give anything of value, directly or indirectly, to any Buyer employees or representative, directly or indirectly, or for the purpose of obtaining or retaining orders for Products. Supplier will comply with all applicable anti-corruption laws, including, without limitation, the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act, and that neither it nor any of its subcontractors, vendors, agents or other associated third parties will engage in any form of commercial bribery, nor directly or indirectly provide or offer to provide, anything of value to or for the benefit of, any official or employee of a governmental authority or of any government-owned, government-controlled or government-affiliated entity to obtain or retain any contract, business opportunity or other business benefit, or to influence any act or decision of that person in his/her official capacity.

LABOR PRACTICES: Supplier represents that neither it nor any of its subcontractors, vendors, agents or other associated third parties will utilize child, slave, prisoner or any other form of forced or involuntary labor, or engage in abusive employment or corrupt business practices, in the supply of Products under this Contract. Supplier will comply with laws applicable to working hours.

CONFLICT MINERALS: The Dodd-Frank Act of 2010 mandated that the United States Securities and Exchange Commission (SEC) issue a ruling requiring companies to disclose whether they source certain minerals from Central Africa (the Democratic Republic of the Congo and adjoining countries). On August 22, 2012 the SEC issued a final Conflict Mineral rule under section 1502 of the (Dodd-Frank) Wall Street Reform and Consumer Protection Act. The Conflict Mineral Rule requires publicly traded companies to report, annually, the presence of conflict minerals (tin, tungsten, tantalum and gold or "3TG"), originating in the Democratic Republic of the Congo or adjoining countries, in their final product. As part of the due diligence required by those companies to achieve Conflict Mineral compliance, they are required to ensure that their vendors do not source any of the specified conflict minerals from the "conflict region". When requested, Supplier will provide Buyer with signed off documentation verifying their products as "conflict mineral free". If we discover the use of these minerals, mined or produced in mines/facilities that are considered "non-conflict free", in any material, parts or components we procure, we will take the appropriate actions to work with our customer base to transition products to be "conflict free".

Supplier understands and acknowledges that any information provided pursuant to this Contract section may be provided by Buyer to its customers and may be used by Buyer's customers to comply with their reporting obligations under the Act, including filing a Form SD and Conflict Minerals Report with the U.S. Securities and Exchange Commission, and Supplier will (i) ensure that the information provided in this regard is current, accurate and complete, to the best of its knowledge and belief, as of the date of submission, (ii) update such information in a timely manner if the status of any Product supplied by Supplier to Buyer changes during Supplier's performance of the Contract, and (iii) retain all necessary documentation to support the information provided in response to Buyer's request. If Supplier (i) fails to comply with this paragraph, or (ii) fails to reasonably demonstrate that all materials processed and/or supplied to Buyer originated from "DRC conflict-free" sources (as that term is defined in the Act), then Buyer may terminate the Contract. Supplier may be required to include substantially the same requirements set forth above in contracts with its sub-suppliers providing any material or sub-component incorporated into Products supplied to Buyer.

FOR EUROPEAN UNION RELATED TRANSACTIONS - REACH: Buyer is a manufacturer of products and a downstream user in means of the EC-regulation No. 1907/2006 ("REACH"). It is Buyer's objective to meet the most current REACH (Registration, Evaluation, Authorization and Restriction of Chemical Substances) requirements. Per this EU Regulation, Supplier, when applicable, is required to register the chemical substances present in their product. Websites that will help in understanding the requirements and if applicable: http://reach.aiag.org/ and www.euractiv.com. Also, Supplier must provide Buyer with product free of the identified SVHCs (Substances of Very High Concern). While some chemicals have been identified, the list is still being developed. Consequently, Supplier is expected to monitor the REACH website for the latest update. Supplier warrants to comply with any and all obligations REACH imposes on Supplier, or which are -- with regard to REACH -- necessary to sell, process or trade the goods sold by Buyer within the EC, including without limitation: (a) necessary pre-registration, registration or authorization of chemical substances or preparations, (b) implementation of internal organizational measures to document REACH compliance, (c) coverage of any use(s) of chemicals or preparations in the goods (as well as in any packaging materials) specified by Buyer or any of Buyer's customers towards the supplier within (a) and (b), (d) information without delay whether a substance or preparation which has been pre-registered will not be finally registered or authorized within the respective transition period and (e) no sale of any good containing prohibited Substances of Very High Concern (SVHC) ((a) to (e) together "REACH Warranties"). When requested, Supplier will provide Buyer with certificates of compliance verifying compliance of their products to REACH directives and registration of all applicable SVHC's. Supplier acknowledges that any breach of a REACH Warranty is in terms of the applicable laws assumed to result in a "defect" of the respective substance, preparation or other good and Supplier will hold Buyer harmless against, and will defend and indemnify Buyer against and will support at suppliers expense any respective proceedings regarding any and all claims, liabilities, expenses and damages caused by the Supplier as a result of breaching the aforesaid Warranties.