INTERPRETATION: This Purchase Order and the Seller's Acknowledgment of Memoranda accepting this order shall constitute the entire agreement between the parties and such writings shall be deemed to be a complete and exclusive statement of the terms of the parties' agreement.

ADDITIONAL OR DIFFERENT TERMS: Terms contained in Seller's Acknowledgement or Memoranda respecting this order which are either different from or additional to the terms expressed in this Purchase Order, irrespective of the materiality of such terms, are hereby objected to and are excluded unless Buyer specifically assents, in writing, to their inclusion in the agreement.

METHOD OF ACCEPTANCE: This order may be accepted either: (1) by an acknowledgment or other confirmation promising to ship the goods ordered in accordance with the shipment dates specified herein; or, (2) by shipment of the goods in accordance with the shipment dates specified herein. If this order is accepted by shipment of the goods, notice of shipment, (e.g., invoice, duplicate packing list, etc.) must be sent, to Buyer at the address indicated on this order) within 48 hours of shipment. Shipment of any part of the goods specified in this order shall constitute acceptance of this entire order.

TERMINATION OF OFFER: Unless acceptance of this order is received by Buyer by midnight of the sixtieth (60th) business day after the date of this Purchase Order it shall immediately terminate and came to exist as an offer. This Purchase Order is subject to revocation, notwithstanding any other provision contained therein, and Buyer specifically reserves the right to revoke it at any time prior to acceptance.

RIGHT OF INSPECTION - PAYMENT: Buyer shall have the right to inspect the goods at the time and place of receipt before accepting them. Buyer's obligation to pay shall be dated from the latest of: the invoice date, actual shipment date, or the shipment date specified herein.


WARRANTEES:

1.	GENERAL. Seller warrants to Buyer, its successors, assigns and customers that the goods delivered will pass without objection in the trade under the contract description; will be fit for the ordinary purposes for which such goods are used; and, will be free of defects of workmanship and/or material under proper and normal use. Where the goods are manufactured from material supplied by Buyer, Seller shall not be liable for any defect specifically and solely attributable to such material. This warranty shall not exclude any express warranty (created by any affirmation, promise, description, or sample) of Seller, but the terms of this warranty shall govern in the case of conflict. The foregoing GENERAL Warranty shall apply to all purchases except where the goods am manufactured pursuant to buyer's DESIGN in which case the Special Warranty set forth herein below shall govern.
2.	Special. Flexial DESIGNed Parts or PRODUCTS. Where goods are manufactured pursuant to Buyer's DESIGN, Seller warrants to Buyer, its successors, assigns and customers, that the goods delivered will comply with Buyer's DESIGNed specifications and applicable commercial specifications and/or industry standards; will, except for DESIGN defects, be fit for ordinary purposes for which such goods are used; and, will be free of defects of workmanship and for material under proper and normal use. This warranty shall not exclude any express warranty (created by any affirmation, promise, description, or sample) of Seller, but the terms of this warranty shall govern in the case of conflict.
3.	Title Infringement.
	a. Seller warrants to Buyer, its successors, assigns and customers that the title conveyed to Buyer shall be good and merchantable and its transfer rightful; and, that the goods will be delivered free of any security interest, lien, or encumbrance. b. Seller warrants to Buyer, its successors, assigns and customers that the goods delivered will be free of the claim of any person or infringement of any patent, copyright, trademark or the like and Seller agrees to Assume REV.: 01 JAN 2004 ---- PAGE 1 OF 2 REV.: 01 JAN 2004 ---- PAGE 2 OF 2
	the DEFENSE of any such claim and to indemnity Buyer, its successors, assigns and customers against any loss, damage, expense(including attorney's fees), decree, and/or COSTs arising from any such claim. This warranty shall not apply to any claims that arise out of Seller's compliance with specifications and/or DESIGNs furnished by the Buyer.
4.	OSHA. Seller warrants Buyer, its successors, assigns and customers that upon DELIVERY the equipment conforms to the applicable occupational safety and health standards promulgated pursuant to the Federal Occupational Safety and Health Act of 1970 and witch are in effect on the date that Seller enters its acknowledgment of Buyer's order.
5.	Limitation. The only warranties of merchantability and fitness for purpose are those expressed above, and THERE ARE NO IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR PURPOSE.
	DRAWINGS, SPECIFICATIONS AND TECHNICAL INFORMATION-: Drawings, specifications, photographs, and other engineering and manufacturing information furnished by Buyer shall remain Buyer's property and shall be returned to Buyer upon completion of this order of upon demand. AL drawings, specifications, photographs, and other engineering and manufacturing information furnished by the Buyer shall be considered confidential, and Seller agrees not to disclose any of the aforesaid to anyone, before or after completion of this order, except insofar as disclosure to Seller's employees be necessary to the manufacture of the goods pursuant to this order.
	WAVIER: No claim or right of Buyer that arises out of a breach of contract can be discharged in whole or in part by a waiver or renunciation of the claim or sign unless the waiver or renunciation is supported by consideration and is in a writing signed by Buyer.
	REMEDIES: Buyer shall have all remedies specified in this agreement in addition to those specified in the Uniform Commercial Code.
6.	Vendor Quality Metric. Vendors are expected to deliver quality PRODUCTS on-time. Vendor quality and DELIVERY will be tracked using a point system. Points will be assigned for late DELIVERY or non-conformance as follows:
	Quality – Monthly % rejects 0-1% - .25 points Monthly % rejects 1-2% - .50 points Monthly % rejects > 2% - 1 point DELIVERY – 1 day late - .25 points 2 days late - .5 poins 3 + days late – 1 point
	Point total of 4 during a 12 month period will initiate a warning letter to the vendor. Point total of 6 during a 12 month period could terminate purchases from vendor.
7.	Vendors of Flexial must make provisions to allow Flexial, Flexial's customer, and / or any applicable regulatory agency the right of entry to any place necessary to determine and verify the quality of contracted work, records, and materials. NOTE: Current Revisions of this document are maintained only on the Flexial Website. Review this document on the website for each Purchase Order received. Go to http://www.flexial.com and follow the SUPPLIER links.
	( DOWNLOAD PDF FILE click here )