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1. QUALITY ASSURANCE:  Astrocom manages their suppliers in accordance with ISO 9000-2000.  Our supplier’s may be rated on their price, delivery, quality (quantity accepted) of product produced, and service.  Our supplier’s facilities or any of its subcontractors facilities used in performance of the purchase order will be open to possible on site inspection by either Astrocom or our end users.  All of Astrocoms suppliers may be required to fill out a supplier survey.  A supplier may request their quality rating from Astrocom’s Purchasing Department. If the purchase order requires a certificate of conformance or a certification to a specific specification, at a minimum the following information will be on it:  Astrocom part number/drawing number with revision level and date,  Astrocom purchase order number, specification certifying to, and the Seller part number. *Vendor Quality Assurance

2. PACKING:  unless this order states otherwise, no charge shall be made for packing, crating, drayage or other similar costs.  Items shall be packed in accordance with good commercial practice to insure against damage from weather and or transportation.

3. INSPECTION AND PAYMENT:  Articles purchased hereunder are subject to final inspection and approval at Buyer’s plant, not withstanding any other inspections, unless otherwise specifically stated on this order.  Purchase Order quantities must be shipped as identified. Overages/underages will not be accepted without prior Buyer approval. Neither compliance by Seller with instructions or suggestions by any employee of the Buyer nor Buyer’s payment of Seller invoice for any article prior to final inspection shall be deemed and acceptance of the article or a waiver of the right of inspection or any other right herein reserved, or relieve Seller of any obligation or liability under the terms and conditions of the contract.  The Buyer will reject defective products and the unit prices thereof will be debited against the invoice covering the shipment in which such products were included.  Articles rejected will be held at Seller’s risk and subject to Seller’s disposal for a reasonable time and if not disposed of by the Seller, will be sold or otherwise disposed by the Buyer for the Sellers account.

4. WARRANTY:  Seller warrants that the products delivered hereunder conform to final specifications, drawings or other descriptions agreed in writing to be applicable, and to be free from defects in material or workmanship, or, if not ordered to specifications, drawings or other descriptions agreed in writing to be applicable, the articles ordered will be suitable for the purposes for which intended.  This warranty shall run to the Buyer, its successors, assigns, customers and users of the products covered by this purchase order.  Articles ordered to the specifications of any department of the Government shall comply with such specifications as are current at the date of this order unless otherwise particularly specified by the Buyer.

5. PATENT PROTECTION:  To the extent the subject articles are not manufactured pursuant to design originated by Buyer, Seller agrees it will save Buyer and /or its agents or customers harmless from any loss, damage or liability which may be incurred on account of any alleged infringement of any United States patent with respect to such articles or materials, and that it will, at its own expense, defend any actions, suit or claim in which such infringement is alleged.  Buyer agrees to notify Seller promptly of any suit or claim against Buyer for any alleged infringement of patent

6. ENGINEERING INFORMATION, TOOLS, ECT:  All designs, tools, patterns, drawings, information or equipment supplied by Buyer or, if supplied by the Seller especially for this order, the cost, substantially all of the cost, of which is included in the price to be paid for articles ordered hereunder, and relating to, or for use in, the manufacture of articles sold hereunder, shall remain the sole property of the Buyer and Seller expressly agrees that the same will not be used in manufacture or design for the account of others, nor for the manufacture of larger quantities than called for in this order, without first obtaining the consent of the Buyer in writing.  All such property of the Buyer together with spoiled and surplus materials, shall be returned to Buyer at termination, cancellation or completion of this order, unless Buyer shall otherwise direct.  All materials furnished by Buyer on this purchase order (except that which became normal industrial waste or was replaced at Seller’s expense) shall be returned in the form of parts or unused material and Seller shall be responsible for the use of reasonable care in the safeguarding of all such materials until so returned.

7. TAXES:  Buyer shall not be liable for any Federal, State or local taxes unless separately stated and billed.     

8. TERMINATION:  (A)  If Seller defaults in performance, which causes the Buyer to default on their prime contract, Seller maybe responsible for compensation to Buyer.  (B)  Buyer may terminate or cancel this order, in whole or in part without liability to the Buyer, if deliveries are not made at the time and in the quantities specified or in the event of a substantial breach of any of the other terms or conditions here of.  (C)  Buyer may also terminate this order, in whole or in part, even though Seller is not in default hereunder and no breach hereof has occurred by notice in writing at any time; such notice shall state the extent and effective date of termination and upon receipt by Seller of such notice, Seller will, as and to the extent prescribed by the Buyer, stop work under this order and subcontracts outstanding hereunder, and take any necessary action to protect property in the Seller’s possession in which the Buyer has or may acquire and interest.  If the parties cannot by negotiation agree within (60) sixty days from the date of termination notice, or within such further time as may be agreed by the parties, upon the amount of fair compensation  to sell  for termination pursuant to the immediately preceding sentence.  (D)  Buyer, in addition to making prompt payment of amounts due for articles delivered or services completed in accordance with this contract prior to the effective date of termination, will pay to the Seller, in full settlement of all claims of Seller by reason of such termination, the following amounts without duplication; (i)  the contract price for articles or services completed in accordance with the contract and not previously paid for, (ii)  actual costs incurred by Seller which are properly allocable or apportionable under recognized commercial practices including liabilities to subcontractors which are so allocable and excluding any charge for interest or materials which may be diverted to other  plus a profit at the rate of ten percent (10%) on work actually done by the Seller prior to such termination; provide that the total settlement shall not exceed the contract price of items included in the terminated  portion of the contract  (E)  Termination by the Buyer under this paragraph will be with out prejudice to any claims for damages or otherwise of Buyer against Seller.

9. CHANGES:  Buyer reserves the right at any time to make changes in shipping and packing instructions, the delivery schedule, quantities ordered or in specifications and drawings as any material and or work covered by this order, in such event there will be made an equitable adjustment of price and time of performance, mutually satisfactory to the Buyer and Seller.

10. INSOLVENCY AND BANKRUPTCY:  In the event Seller shall become insolvent or makes a general assignment for the benefit of creditors, or files or has filed against it a petition in bankruptcy or for reorganization, or pursues any other remedy under any law relating to the relief of debtors, or in the event a receiver be appointed of Seller’s property or business, Buyer may at its option, cancel this order.

11. COMPLIANCE WITH APPLICABLE LAWS:  The Seller agrees to comply with all applicable State, Federal, and local laws, rules and regulations and agrees to the stipulations and representations required thereby, including, without limitation, Seller’s representation that it has fully complied with section (12a) of the Fair Labor Standards Act of 1938 as amended, upon completion of the work covered by this contract.  The provisions required to be inserted herein by any applicable Federal statute whether heretofore or hereafter enacted shall be deemed incorporated herein.  Seller agrees to furnish all statements and certifications and to permit all inspections and audits required by such.

12. GENERAL:  all warranties shall be construed as conditions as well.  Neither this order nor performance hereof may be assigned with out the written consent of the Buyer.  No waiver of a breach or of any provision of this order shall constitute a waiver of any other breach or of such provision.  No modification or change in, or departure from, the provisions of this order shall be valid or binding on the Buyer unless approved by the Buyer in writing.

13. GOVERNMENT CONTRACTS:  if this purchase order is for materials or articles to be used by Buyer in the performance of a Government Contract either wholly or in parts, Buyer will so indicate by referencing the Government Contract Number, priority rating on the face of this purchase order.  If this order is placed pursuant to a Government prime or subcontract the following Federal Acquisition Regulations (FAR) shall apply.

In all referenced FAR provisions where necessary to make the control of these clauses applicable to this order, the term “Contractor” shall mean “Seller”, the term “Contract” shall mean “this purchase order” and the terms, when appropriate, “Government Contracting Officer” and equivalent phrases shall include “Buyer”.  All referenced FAR paragraph numbers refer to current FAR paragraphs and revisions in effect as of the date of the prime contract.  When so indicated, in the event of a conflict between the terms and conditions applicable to Government Contract and the terms and conditions contained herein, the special Terms and Conditions of Astrocom Purchases for Government Contracts hall control. 

14. COMPLIANCE WITH APPLICABLE LAWS:  Seller certifies that it is in compliance with the Equal Employment Opportunity Act and all applicable rules and regulations of the Office of Federal Contract Compliance.

15. GOVERNING LAW:  This purchase order shall be governed by the Uniforms Commercial Code and other applicable laws of the State of New York as in effect on the date of this purchase order.

16. FORCE MAJEURE:  Seller shall not be held responsible for any delay or failure to make delivery of all or any part of the goods,, materials and articles ordered to the extent that such delay or failure is caused by strikes, fire, embargos, any government acts or regulations, acts of God, acts of war, insurrection, riot or any other conditions beyond the control of Seller.  Seller shall promptly notify Buyer of its inability to make delivery and Buyer shall have the right to cancel this purchase order or elect to take delivery when the cause of such inability is removed. 

Buyer shall be released, without liability under like circumstances if written notice is given to the Seller before shipment is made.

17. ROUTING:  Seller is liable for excess charges resulting from failure to ship and route as instructed.

18. DELIVERY:  All material must be delivered within +/- 5 days of dates referenced on Astrocom Electronics, Inc. Purchase Orders. Materials will be rejected for early delivery.