Polysciences, Inc. Supplier Terms & Conditions

1. CONTINGENCIES Performance of any obligation under this Contract may be suspended by either party, without liability, to the extent that an Act of God, war, riot, lire, explosion, accident, flood, sabotage, inability to obtain fuel or power, governmental laws, regulations or orders, or any other cause beyond the reasonable control of such party, or labor trouble, strike, lockout or injunction (whether or not such labor event is within the reasonable control of such party), delays, prevents, restricts, or limits the performance of this Contract or the consumption, sale, use or end use of the goods  or any products manufactured or processed therefrom or therewith. The affected party shall invoke this provision by promptly notifying the other party of the nature and estimated duration of the suspension period. At Purchaser's option, either the Contract period shall be extended by the term of any such suspension and deliveries omitted because of such suspension shall be made during such extension, or the total Contract quantity hereunder shall be reduced by the quantity not delivered during the term of such suspension and in either event, the Contract shall otherwise remain unaffected. In the event Seller's performance is suspended for more than sixty (60) days during the term hereof, Purchaser may, at its option, terminate this Contract upon written notice to Seller.

2. CHANGES IN SPECIFICATION AND DELIVERY DATES Purchaser reserves right to change specifications and delivery dates prior to the goods being shipped. Any difference in Contract price required by such changes shall be equitably adjusted and/the Contract shall be modified in writing accordingly.

3. WARRANTIES Seller expressly warrants that all goods covered by this purchase order will conform to the drawings, specifications, samples or other description furnished by the Purchaser, and will be for and sufficient for the purpose intended, merchantable, of good material and workmanship and free of defect. These warranties shall survive acceptance of the goods and shall run to the Purchaser, its successors, assigns, customers, and the users of this product.

4. INSPECTION Purchaser shall have a reasonable time after delivery within which to inspect the goods. Purchaser shall give written notice to Seller of any rejection of goods, and goods rejected will, at the Seller's expense, be returned to Seller or otherwise disposed of as Seller shall reasonable request. The cost of inspection of goods rightfully rejected shall be charged to the Seller.

5. DELlVERIES Failure to deliver goods of the quality and quantity and within the time or times specified by this Contract shall, at the option of the Purchaser, relieve it of any obligation to accept and pay for such goods as well as any undelivered shipments if there be any; and upon failure to deliver as specified the Purchaser may buy like goods elsewhere and charge the Seller with any increased cost or other loss incurred thereon, unless deferred shipment be agreed to by the Purchaser in writing. Any failure by the Purchaser to exercise its option with respect to any shipment of goods shall not be deemed to constitute a waiver with respect to subsequent shipments.

6. COMPLIANCE WITH LAWS Seller has and will comply with all laws and regulations of national, state and governments from which, because of non-compliance by the Seller, liability may accrue to Purchaser under this Contract. Seller agrees to indemnify Purchaser for any liability imposed on Purchaser resulting from such noncompliance to the Seller. Seller warrants that all goods covered by this Contract have been produced in compliance with the requirements of the Fair Labor Standards Act of 1938, as amended, and Executive Order 11246 and of the rules, regulations, and relevant orders of the Secretary of Labor, unless inapplicable.

7. PATENTS Seller guarantees that Purchaser's use or sale of the goods furnished on this Contract, in the form in which furnished to Purchaser, will not infringe any valid United States or foreign patent, copyright, or trademark and Seller agrees to defend any claim, action or suit that may be brought against Purchaser for patent, copyright, or trademark infringement by reason of Purchaser's purchaser, use, or sale of such goods, and Seller also agrees to indemnify Purchaser and hold Purchaser harmless against all judgments, decrees, damages, cost and expenses recovered against Purchaser or sustained by Purchaser on account of any such actual or alleged infringement.

8. QUANTITY The Quantities of goods as indicated on the face hereof must not be exceeded without prior written authorization from Purchaser.

9. DISCOUNT Discount date or due date, will be calculated from date invoice is received by Purchaser, in accordance with the terms and conditions of this Contract.

10. TRANSPORTATION Seller shall suitably pack, mark and ship all materials in accordance with the requirements of common carriers so as to secure lowest transportation costs, and no additional charges shall be made to Buyer therefor unless otherwise stated herein. No charges shall be made for packing, boxing, drayage or storage, unless authorized by Buyer in writing. Seller shall properly, mark each package with Buyer's order number, address, and, where multiple packages comprise a single shipment, shall consecutively number each package. Purchase order number and package numbers shall be shown on packing slips, bills of lading and invoices.

11. FREIGHT TAXES Any Increase or decrease in freight rates paid by Seller on shipments covered by this Contract shall not affect the prices specified herein unless agreed to in writing by the parties, hereto. Any Increase in any tax or governmental charge, paid by Seller, hereafter becoming effective imposed upon the sale or delivery of the goods, such as Sales Tax, Use Tax, Retailer's Occupational Tax or Gross Receipts Tax, may, as Seller's option, be added to the price herein specified.

12. EQUAL EMPLOYMENT OPPORTUNITY Seller agrees to employ, with all provisions of Executive Order 11246 of September 24,1965, and all rules regulations and relevant orders of the Secretary of Labor related to equality of employment opportunity which Executive Orders, all regulations and orders are incorporated herein by this reference. Seller further agrees, upon request of Buyer, to promptly comply with all requests by Buyer to execute all certifications required under Executive Order 11246.

13. GENERAL (a) If this order is given pursuant to an existing Contract, it is also subject to the terms of such Contract. In the event of any conflict with the provisions hereof, the Contract terms shall control. (b) Seller shall not assign this order nor delegate its performance hereunder, without the written consent of Buyer. (c) Waiver by either party of any default by the other hereunder shall not be deemed a waiver by such party of either default. (d) Seller shall not change this order, nor ship non-conforming items without first obtaining the written consent of Buyer. (e) If at Buyer's request any research and development is performed with respect to any of the items sold here under or in anticipation thereof which results in any patents, trademarks or copyrights title thereto shall vest in Buyer. (f) Buyer can cancel this order without any obligation whatsoever, except for shipments which have already been accepted by Buyer, if Seller fails to honor any of the above paragraphs. (g) This order shall be governed by the Uniform Commercial Code adapted by the State of Pennsylvania as affected and in force on the date of this Order.

14. CANCELLATION In addition to any other rights which the Buyer may have, it reserves the right to cancel this order or any portion thereof, holding the Seller responsible if material furnished or services performed pursuant to this order or any shipment thereafter is not as specified if delivery is not made where and as specified, time being of the essence of this order. Buyer may cancel this order or any portion thereof if the Seller is adjudicated, bankrupt. If a petition under the bankruptcy act is filed and is not recalled within 60 days, if the Seller makes an assignment for the benefit of creditors; if a Receiver of the property of the Seller is appointed or if action under any law or the relief of is taken in respect of the Seller.

15. COMPLIANCE OF OSHA The Seller agrees that he will comply with the appropriate provisions and standards of the Occupational Safety and Health Standards Acts of 1970, 20 CFR part 1910, and any provisions or changes thereto with respect to all work done and goods sold pursuant to this order.

16. PACKAGING Seller hereby agrees to package the goods in accordance with all appropriate administrative regulations and in a manner which will properly protect the goods (all goods damaged because of improper packaging shall be charged to the Seller) and that it will include all instructions which are necessary for the safe handling of the goods with said goods.

17. TITLE Title to the goods will not pass from Seller to the Buyer until the goods are accepted by the Buyer.

18. PRICE Seller agrees that the goods will be offered to Buyer at the most favorable price offered to other Buyers of the same quantity and quality of the identical goods.

19. No agreement or understanding in any way altering the conditions of this Contract as set forth above shall be binding on Polysciences Inc. unless made in writing and signed by its duly authorized representative.