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Purchase Orders

1) Acceptance of this order by any means of acknowledgment or any shipment of goods ordered or performance of services called for hereunder, shall constitute acceptance by Seller of the terms and conditions contained in this order. Any terms or conditions proposed by the Seller inconsistent with or in addition to the terms and conditions contained herein shall be void and of no effect unless specifically agreed to by the Buyer in writing. The terms and conditions together with such written modifications constitute the entire agreement between the parties.

2) Buyer reserves the right to withdraw this order at any time prior to actual receipt of written acceptance hereof by Seller. Notwithstanding receipt of acceptance. Buyer may cancel this order in whole or in part and be relieved of all liability for any undelivered portion in addition to any other right or remedy, in the event:

a) that merchandise fails to meet Buyer's specifications, or

b) that Seller fails to deliver, at any time, goods strictly conforming to the terms of this order, or

c) that as a result of fire or other casualty, Buyer cannot operate its place of business, or

d) of Seller's bankruptcy, insolvency, receivership, reorganization, assignment for benefit of cessation of business.

3) Delivery shall not be deemed to be complete until conforming goods have been actually received and accepted by Buyer. Notwithstanding any agreement to pay freight, express or other transportation charges, the risk of loss or damage in transit shall be upon the Seller.

4)  Seller warrants that all goods delivered hereunder will conform with the specifications and approved sample, if furnished, and shall be free from defects, including latent defects.  ESD packaging is required on all electronic parts and assemblies in accordance with ANSI/ESD S20.20.  Process requirements for critical characteristics are found in the current issues of Grayhill Standard Operating Procedure Number 2338 and all deliveries to Grayhill for resale parts must adhere to this procedure.  Seller warrants said goods to be fit and safe for their intended use, and acceptance of this order shall constitute an agreement upon Seller’s part to indemnify and hold Buyer harmless for all claims, liability, loss, damage and expense incurred or sustained by Buyer by reason of any breach of any of such warranties and such obligation shall survive the acceptance of the goods and payment therefore by the Buyer.  In the event that a defect or non conformance is discovered with any supplied item or services, Seller is required to notify the buyer of the defect or non conformance within five (5) days of discovery.

5) Unless the goods ordered hereunder are of design furnished by Buyer, Seller agrees to defend, at its own expense, Buyer and its customers and users of its products and to hold them harmless with respect to any and all claims that the products and materials furnished by the Seller under this order infringe any patents, and also with respect to any and all suits, controversies, demands and liabilities arising out of any such claims.

6) Articles shipped may not be invoiced at higher prices than shown, except as may be otherwise provided on this order, the price includes all charges for boxing, packing, cartage and other such items and all applicable Federal, State and local taxes in effect on the purchase order date.

7) Unless otherwise specifically states by Grayhill, Inc. ("Buyer") in the Purchase Order, payment terms are Net 45 days. The cash discount period will date from receipt of goods or date of invoice, whichever is later. C.O.D. shipments will not be accepted.

8) All molds, dies, tools, special fixtures, jigs, gauges, patterns, plates and models, paid for by Buyer unless expressly stated on this order to the contrary, are Buyer's property and are to be delivered to Buyer on demand. Seller agrees to maintain said items in first class operative condition at Seller's expense so long as Seller has such items in its possession. Seller agrees to mark all such items in the manner required by Buyer. No use of said items shall be permitted except, as authorized by Buyer. Unless otherwise agreed; payment for the tooling items shall not be due until Buyer accepts the first run of fabricated parts from said items. Seller agrees to conform to Buyer's standard operating procedure 2444 for submitting samples to new or changes to molds, dies, tools, special fixtures, jigs, gauges, patterns, plates, and models. While in Seller's custody or control, such property shall be held at Seller's risk and Seller shall be responsible for all loss or damage thereto. Seller agrees to insure all such items at its expense in an amount equivalent to their replacement cost.

9) Seller certifies that all goods furnished hereunder will be produced in compliance with all applicable requirements of the Fair Labor Standards Act of 1938, as amended, and all regulations and orders issued thereunder.  All invoices must carry the following certification:

“We hereby certify that these goods were produced, or services performed in compliance with all applicable requirements of Section 6, 7 and 12 of the Fair Labor Standards Act, as amended, and of regulations and orders of the United States Department of Labor issued under Section 14 thereof.”

10) The remedies herein reserved by Buyer shall be cumulative and in addition to any other legal remedies. No waiver of a breach of any provision of this purchase order shall constitute a waiver of a continuing or further breach of such provision or of any other provision hereof.

11) The contract resulting from this order shall be governed and construed according to the laws of the State of Illinois and shall not be assignable by the Seller.

12) Work Product Disclaimer: "The manufacture, production and/or shipment of the items that are the subject matter of the within Purchase Order may require design work, product development applications, specification development and other work product of a nature which may be deemed proprietary, confidential or otherwise not generally known to the trade or public. Unless expressly stated on this order to the contrary, all such work product, including documents evidencing such work product and know-how relating to such work product are the exclusive property of Grayhill, Inc. and shall be delivered to or otherwise made known to Grayhill, Inc. upon its demand. In no event shall such work product (or any portion thereof) be deemed the property of the seller, nor shall the seller exert or attempt to exert any ownership or proprietary interest therein".

13) The parties agree that the law of the State of Illinois shall apply to the interpretation and enforcement of this contract and the transaction described herein, excluding, however, the United Nations Convention of contracts for the international sale of goods.

14) Grayhill is an equal opportunity employer and is in compliance with Executive Order 11246 and all applicable portions of volume 41 CFR chapter 60. In this regard, Seller agrees to comply with all applicable provisions of 41CFR60-1,4(a), 41CFR60-250,4 and 41CFR60-741,4 (regarding equal employment opportunities for minorities and females, veterans and the handicapped, respectively).

15) All shipments of parts, material, and services against this purchase order shall be in compliance with buyer's drawings and/or specifications (including ISO 9001). Seller shall flow down to their subtier subcontractors the applicable requirements on purchasing documents, including key characteristics, when required. Inspection records of product shipped to Grayhill on this purchase order must be retained for a minimum of seven years. These records must be stored in a protected area, legible, and be retrievable and identifiable easily upon request of Grayhill associates or their customers and regulatory authorities as approved by Grayhill.

16) Right of Entry: Buyer’s authorized representatives and/or the Federal Aviation Administration (FAA) or equivalent foreign agency may enter seller’s plant at all reasonable times to conduct preliminary inspections and tests of the products an work-in-process. The seller shall include in its major subcontracts issued in connection with an order a like provision giving buyer and/or the FAA the right to enter the plants of seller’s subcontractors. Buyer and/or the FAA may assign representatives at seller’s plant on a full-time basis. Seller shall furnish, free of charge, all office space, secretarial service and other facilities and assistance reasonably required by buyer’s and/or the buyer’s and/or the FAA representatives at the seller’s plant.

17) Seller’s design changes are not permitted without prior notification to and approval by Grayhill.

Note: All above referenced operating procedures are available by request to your appropriate Grayhill purchasing agent.

Revised 06/27/2003