The obligation of Seller is to meet the delivery dates, specifications and quantities set forth herein. FUTEK may cancel this order and Seller shall be responsible for any loss to or claim against FUTEK arising out of Seller's failure to meet the same. Acknowledgment of the Purchase Order, shipment of any goods, or Commencement of work pursuant to the Purchase Order shall be deemed an acceptance of these General Terms and Conditions. FUTEK in this document references FUTEK Advanced Sensor Technology, Inc. Any different or additional terms or conditions in Seller's acknowledgment of this order are not binding unless accepted in writing by FUTEK. Unless specifically agreed to otherwise by FUTEK and Seller, these terms and conditions supersede any submitted by Seller in any proposal or acknowledgment. In this Purchase Order, if no price is shown, Seller must notify FUTEK of the price and Acceptance must be obtained in writing before filling the Order. Unless otherwise provided on the Order, delivery of Goods shall be f.o.b. Origin and Seller will not charge for boxing, packing, crating or other charges.

All goods purchased are subject to inspection, test and approval at destination by FUTEK, notwithstanding prior payments or inspections at the source. FUTEK, without limitation to its other rights under this Purchase Order, may reject any goods that contain defective materials or workmanship, do not meet the specifications, or otherwise do not conform to this Purchase Order. Defective material or material not in accordance with FUTEK’s specifications will be held for Seller’s instructions and at Seller’s risk and expense. If products are delivered without conformance to FUTEK requirements, FUTEK may revoke acceptance, reject, or require correction return at supplier’s expense and risk of loss.

Unless otherwise agreed by FUTEK in writing, Seller shall keep confidential and not disclose to any third party any confidential or proprietary materials provided by FUTEK, including but not limited to any drawings, masters, software, specifications, raw materials, components, data, business information or plans, customer lists or other customer information. Seller shall not make any copies of confidential information except as specifically authorized by FUTEK in writing. At the completion of this Purchase Order, or upon FUTEK’s request, Seller shall return to FUTEK all confidential information not consumed in the performance of this Purchase Order, together with any copies in Seller’s possession. All specifications, data and other information furnished by FUTEK, or its agents, to Seller in connection with this order remain the exclusive intellectual property of FUTEK. In addition, the purchase of the Seller's product does not authorize the Seller to use the name of or make reference to FUTEK for any purpose in any releases for public or private dissemination, nor shall the Seller divulge or use in any advertisement or publication any specifications, data, or other information pertaining to or relating to this usage without prior written approval by FUTEK.

FUTEK reserves the right to make changes in drawings, designs, specifications, scope of work to be performed, time and place of delivery and method of transportation. If such change is to be made, it will be evidenced in writing by FUTEK in the form of a Purchase Order revision. If any such change has an effect on the price, warranty, delivery date or indemnification provisions of the Order, an equitable written acknowledgement of the effect on the changed provisions shall be indicated on the Purchase Order revision. Seller may not make any change in drawings, design specifications, scope of work to be performed, time and place of delivery and method of transportation without FUTEK's written Purchase Order revision acknowledging the change. Any such Change Orders accepted by Seller shall be incorporated in and amend the Order.

Time is of the essence. Seller agrees to comply with FUTEK's shipping, delivery, installation or startup schedules as applicable without any delay and without anticipating FUTEK's requirements. Shipments must equal the exact amounts identified in the Order and no partial shipments, changes or substitutions in specifications may be made without FUTEK's prior written consent. FUTEK's acceptance of late shipments or partial shipments shall not constitute a waiver of any of FUTEK's rights to collect damages for goods not delivered or for late delivery. Seller shall report to FUTEK any delays in a schedule immediately as they become known to Seller. FUTEK reserves the right to cancel this Order and effect cover if Seller cannot comply with the schedule indicated on this Order. If dates are not specified on this Order, Seller shall procure materials, fabricate, assemble and ship goods or provide services only as authorized by shipment releases FUTEK issues to Seller. FUTEK may return over-shipments to Seller at Seller's expense for all packing, handling, sorting and transportation. FUTEK may from time to time, and with reasonable notice, suspend schedules specified in the Order or such shipment releases. No charges for extras or for cartage or boxing or storage will be allowed unless agreed upon by FUTEK. All goods must be forwarded in accordance with FUTEK's shipping instructions, otherwise the difference in freight rate will be charged to Seller. A packing list must be enclosed in all shipments showing the Order number and exact quantity and description of the goods shipped. Unless otherwise stated, Seller will bear all risks and costs of delivering the Goods, including shipping and insurance charges, duties, taxes, and other charges.

Seller agrees to issue invoices referencing the Purchase Order number, line number, release number, item number, description of items, sizes, quantities, unit prices and extended totals. If an Order contains more than one item, Seller's invoice will make the proper reference. Taxes, if any, which are to be collected by Seller, shall be stated separately and shall be remitted by Seller to the appropriate taxing authority. All invoices shall comply with the requirements of each relevant taxing authority and shall contain data and registration numbers that will enable FUTEK to obtain appropriate credit for any Taxes charged. All invoices shall be mailed to FUTEK at its office as indicated on the face of this Order and will state FUTEK's Purchase Order Number clearly on the Invoice. Invoice and duplicates shall be rendered for each order or for each shipment if more than one is made on an order. No invoice shall be delivered by Seller to any employee of FUTEK. An itemized delivery ticket, bearing FUTEK's Purchase Order Number as shown hereon, must be left with the goods to insure their receipt. If delivery is made by carrier, an itemized delivery ticket must be attached to the package or other shipping unit. The payment discount period will date from receipt of the invoice and not from the date of the invoice. In case of errors on an invoice, the payment discount period will date from the receipt of corrected invoices. Seller shall use the lowest published freight rates and any excess transportation charges incurred, including any that deviate from the published tariff rates, are the responsibility of the Seller.

As full consideration for Seller's satisfactory provision of the goods or performance of the services, FUTEK will pay Seller's invoice no later than the agreed upon payment terms following FUTEK's receipt of said invoice, or as per contract payment terms. FUTEK’s payment of any such invoice shall constitute full and complete satisfaction of any and all actual and potential fees for the billing period covered by the invoice. Partial payments will not be made, unless FUTEK agrees otherwise in writing. All payment terms will be calculated based upon date of invoice and payment terms will be considered satisfied based upon date of postmark of payment. FUTEK will not process invoices for Goods shipped in advance of schedule until the scheduled delivery date. FUTEK may change scheduled deliveries at any time by written notice to Seller and will reimburse Seller for reasonable, documented, unavoidable increment costs in procuring any substitute goods and for any costs or losses FUTEK incurs due to such delivery failure. FUTEK may withhold payment from Seller's invoice to reimburse FUTEK for these costs.

FUTEK may, for any reason or no reason, return any Product ordered hereunder for credit at any time from receipt, provided the Product has not been damaged or altered. Seller will provide FUTEK with proper instructions and authorization for any returns. If any Products are defective or not in conformity with the FUTEK's order, FUTEK may return the Products at any time for a full refund of the purchase price or replacement of the products, at FUTEK's option, and the Seller will promptly reimburse FUTEK for the costs of return and or cover and will be responsible for any other costs or damages attributable to any corrective action. FUTEK reserves the right to cancel or suspend all or, from time to time, any undelivered or unexecuted portion of a Purchase Order for cause if Seller fails to make any delivery or to perform any work as scheduled or if Seller breaches any of the terms of this Agreement or the Purchase Order or without cause upon written confirmation thereof to Seller. FUTEK’s entire liability and Seller’s exclusive remedy for any change or cancellation or suspension of all or any part of a Purchase Order shall be limited to FUTEK being obligated to reimburse Seller for Seller’s expenses incurred provided, that such amount shall in no event exceed the applicable pro rata portion of the Purchase Order price.

Seller will properly classify, describe, package, mark, label and provide any necessary Material Safety Data Sheets for the products and will pack and ship them in compliance with all applicable hazardous materials laws, regulations, and orders. By acceptance of this Order, Seller certifies that any chemical substance furnished pursuant to this order has been properly labeled, and that proper information on the substance, e.g., material safety data sheets, has been provided to FUTEK, pursuant to all federal, state or local laws and regulations.

Seller warrants, represents, and promises that the products do not infringe directly or indirectly any patent, copyright, property right, or trademark. Seller agrees, at it cost and expense, to indemnify and hold Buyer free and harmless from and against any and all costs, expenses, liabilities, and damages, including attorneys' fees, arising out of or in any way relating to any alleged or actual patent, copyright, property right, trademark, or trade secret infringement. If the product or any part thereof is held to constitute an infringement, and the use of the product or any part thereof is enjoined, Seller shall, at its own expense, either procure for FUTEK the right to continue using the product, replace the infringing product with a non-infringing product acceptable to Buyer, modify the product so it becomes non-infringing, or in the event the foregoing options are not possible, compensate Buyer for all Buyer's expenses resulting from the infringements.

Seller agrees to comply promptly and fully with every federal, state, and local law, rule, or regulation which directly or indirectly regulates or affects the product or services called for by this Agreement including, without limitation, those relating directly or indirectly to the containers, packages, labels, handling, shipping, storing, performance, labor, insurance, licenses, permits, fees, and documents, if any, pertinent thereto, and to indemnify and hold harmless FUTEK from and against liability, loss, and expense, including reasonable attorneys’ fees, resulting from Seller’s failure to do so. Seller warrants that there has been no violation or infringement of any copyright, trade name, trademark, patent or related property right, as a result of manufacturing, producing or selling the goods. Seller further agrees to defend, indemnify and hold harmless FUTEK, its officers, agents and employees from all claims, expenses and liabilities arising from any actual or alleged violation or infringement.

Prior to pursuing any legal remedy against FUTEK under the Order, Supplier will notify FUTEK in writing of the dispute and will promptly pursue negotiations in good faith through dialogue between the businessperson designated in the Order as responsible for administering the same. In the event that such negotiations fail, Supplier will use its best efforts to resolve the dispute with FUTEK trough Alternative Dispute Resolution, as defined by the American Arbitration Association prior to resorting to litigation. These Terms and Conditions will be binding on Buyer and Supplier and their respective successors and any duly authorized assigns. Supplier warrants to FUTEK that Seller is under no contractual or other legal obligations, constrains or disabilities that would prevent Seller from performing Seller’s obligations hereunder or limit Seller’ performance hereunder.