Terms and Conditions

1. ACCEPTANCE AND TERMS AND CONDITIONS
(a.1) If Seller receives these General Terms and Conditions as a result of Seller’s participation in a Bowmar LLC (Bowmar/Buyer) solicitation, the Seller agrees to be bound to these terms by submitting Seller’s response or offer to Bowmar, except to the extent that Seller has objected in writing to specific provisions. All concerns, questions and/or valid objections from Seller, shall be communicated in writing to Bowmar’s Buyer who has complete and unilateral discretion to reject as nonresponsive, or accept and negotiate Special Terms and Conditions in response to Seller’s written objections.
(a.2) If Bowmar’s Purchase Order (PO) to Seller (including all subcontract instruments deemed to constitute a PO) makes reference to these General Terms and Conditions, any of the following acts by Seller will constitute acceptance of this PO and all of its terms and conditions: signing and returning a copy of this PO, commencing performance or informing the Buyer in any manner of commencement of performance, delivering any of the Goods or Services ordered, or, returning Seller’s own form of acknowledgement as long as there are no conflicts with these General Terms and Conditions.
(b) Any inconsistencies shall be resolved in accordance with the following descending order of precedence: (1) Face of the PO; (2) Special Provisions, if any; these Terms and Conditions, to include but not limited to any applicable supplementary provisions and/or negotiated exceptions to these General Terms and Conditions, (3) Attachments, Exhibits, or Annexes, if any; and, (4) Statement of Work, Specifications, and/or Drawings.
(c.1) Seller’s Quality Management System shall be approved by third party certification or by Bowmar LLC.
(c.2) Calibration of measuring and test equipment used for product acceptance shall be traceable to established international or national measurement standards (e.g., BSI, NIST, UKAS, etc.). Procedures for periodic calibration, certification, maintenance of tools and equipment, and an action plan, should measuring and/or test equipment be found to be out of calibration, shall be established and followed.
(c.3) Seller shall ensure that individual articles and materials and lots thereof are identified and segregated from all other articles, materials, and lots at all times. Records for materials shall indicate the part number, revision level, and lot and serial number if applicable. Material supplied to Seller for outside operations or processing must remain identifiable by the Bowmar LLC supplied lot or serial number. This number must be recorded on all of Seller’s applicable paperwork.
(c.4) It is the responsibility of the Seller to ensure that the packaging is adequate to protect the components during transportation, handling, and storage.
(c.5) Seller is prohibited from using any source listed on the US Government Excluded Parties List System (EPLS) (ref. https://sam.gov) in the production of products to be delivered to Bowmar LLC.
(d) Seller’s quality and delivery performance is subject to Bowmar LLC evaluation. Performance levels determined unacceptable may result in the requirement for corrective action to be taken by the Seller.
(e.1) Seller will ensure their employees are aware of: a) their contribution to product or service conformity; b) their contribution to product safety; and, c) the importance of ethical behavior as defined in FAR 52.203-13 Contractor Code of Business Ethics.
(e.2) Seller shall ensure relative employees have sufficient competency levels to satisfy the requirements of this order.
(f) Seller shall flow down to their sub-tier suppliers the applicable Quality Clauses and General Terms and Conditions requirements contained in the purchasing documents, to include but not limited to special process suppliers, key characteristics of the drawings, and technical data package, where required.
(g) Seller shall make no change in any design, specification, configuration, material, part, manufacturing process, special processes, special process suppliers, material supplier, or manufacturing location which affects form, fit, reliability, or maintainability of goods without the prior written approval of Bowmar’s Buyer to facilitate Buyer’s assessment of impact to higher level assembly or system. This shall include changes related to Commercial Off-The-Shelf (COTS) items. Seller shall insert this clause in each of its PO’s issued pursuant to this PO, requiring that its suppliers seek its written approval for such changes.
(h) Seller may utilize statistical techniques for product acceptance.
(i) The latest revision of the Military, Federal or Industry document specified on the specification/drawing is the document that shall be used unless otherwise defined. If a specified document has been cancelled, superseded or made obsolete, it shall continue to be used for procurement, certification, and/or process control unless an alternative has been approved by Bowmar.
(j) Any person who engages in the United States in the business of either manufacturing or exporting defense articles or furnishing defense services is required to register with the State Department Directorate of Defense Trade Controls. By acceptance of this PO, Seller certifies that they are properly registered and will comply with all applicable International Traffic in Arms Regulations pursuant to 22 CFR parts 120-130.

2. SPECIAL U.S. GOVERNMENT CLAUSES APPLICABLE TO ALL ORDERS
This Order shall comply with DFAR 252.244-7000, Subcontracts for Commercial Items, and DFAR 252.225-7009, Restriction on Acquisitions of Certain Articles Containing Specialty Metals.

3. SPECIAL U.S. GOVERNMENT CLAUSES
If an Order identifies that it is placed under a U.S. Government firm fixed price prime contract for non-commercial items, special U.S. Government clauses located in Bowmar LLC Form BLLC-STC201 Latest Revision are applicable and incorporated by reference.

4. GRATUITIES
Seller warrants that neither it nor any of its employees, agents, or representatives has offered or given any gratuities to Buyer’s, employees, agents, or representatives or any gratuity or political contribution to any Government official or political party with a view towards securing this Order or securing favorable treatment.

5. SHIPPING
Unless specified differently elsewhere in this PO, shipment shall be “FOB Bowmar’s Dock, Freight Paid” whereby the Seller shall pay the cost of shipping and insurance to the Bowmar Dock specified in the PO and shall retain title in the goods until the goods are delivered at the Bowmar Dock. Charges for shipment shall be amortized into the unit price of the goods.

6. RISK OF LOSS
Seller shall bear all risk of loss during shipment.

7. NEW MATERIALS
The goods to be delivered hereunder shall consist of new materials (not used or reconditioned).

8. INSPECTION & ACCEPTANCE

1. Bowmar, Bowmar’s customer, and the Government may at any time, upon providing reasonable written notice to Seller no less than twenty-four hours prior to inspection, inspect Seller’s facility which will or may be used in the performance of this PO and may inspect and test all material and workmanship involved in the performance of this PO at any time and place before, during, or after manufacture or completion. No such inspection shall relieve the Seller of its obligations under this PO. Regardless of such an inspection, all goods are subject to final inspection and acceptance at Bowmar’s plant.
2. Seller shall provide and maintain an inspection and process control system acceptable to Bowmar. Records of all inspection work shall be kept complete and available to Bowmar during the performance of this PO and for such longer periods as may be specified in the PO.
3. Acceptance shall be conclusive, except for latent defects, fraud, gross mistakes, or as otherwise provided in the PO.

9. DISCREPANCIES

1. If the goods contain minor discrepancies which cannot be reworked to conform to 100% of this PO’s terms and conditions and specifications, Seller shall report such discrepancies as soon as possible for potential Bowmar Material Board consideration. The following information shall be included in the report: PO number and amendment, part number, revision letter, part name, serial numbers, quantity of defective parts, nature and cause of defects, and correction action taken. Bowmar’s Material Review Board will determine the disposition of nonconforming materials and will convey its findings to Bowmar’s Buyer for communication to Seller. Major discrepancies (those which adversely affect performance, durability, reliability, interchangeability, effective use or operation, weight or appearance, health or safety and maintainability and which cannot be eliminated by rework or reduced to a minor discrepancy by repair) will not be considered for Bowmar Material Review Board consideration and will not be accepted and paid for by Bowmar.
2. Bowmar’s requiring reports of discrepant materials shall not imply willingness to accept such materials nor does it relieve the Seller of its performance obligations hereunder.

10. DELIVERY

1. Delivery shall be at the location described in the PO.
2. Materials that arrive more than thirty (30) working days in advance of the PO schedule may be returned to Seller at Seller’s expense.
3. In the event of any anticipated or actual delay, Seller shall promptly notify Bowmar’s Buyer in writing: (1) reasons for delay and actions being taken to overcome or minimize the delay, (2) provide a recovery schedule, and (3) if requested by Bowmar s Buyer, ship via air or expedited routing at Seller’s expense. Notification of delay shall be informational only and shall not be construed as a waiver by Buyer of any delivery schedule or date or of any rights or remedies of Bowmar under this PO, at law, or in equity. Seller shall include the substance of this clause in all PO’s and subcontracts issued hereunder.

11. OVERSHIPMENTS
Materials shall not be supplied in excess of quantities and shipping tolerances, if any, specified in the PO. Seller shall be liable for arranging return shipment of any excess quantities and for the handling and shipping charges associated therewith; if Seller fails to arrange and pay for return, the over-shipped material will be retained by Bowmar, without payment obligation.

12. TERMINATION FOR DEFAULT

1. Bowmar may, by written notice, terminate this PO in whole or in part if the Seller fails to: (1) deliver the goods or to perform the services within the time specified in this PO or any extension, or (2) make progress, so as to endanger performance of this PO; or (3) perform any of the other provisions of this contract; and in either of these latter two circumstances does not cure such failure within ten (10) days (or such longer period as Bowmar may authorize in writing) after receipt of the notice from Bowmar.
2. If this PO is terminated for default, Bowmar may require Seller to deliver Bowmar any usable supplies and materials, manufacturing materials, and manufacturing drawings that Seller has specifically produced or acquired for the terminated portion of the PO. Bowmar and Seller shall agree on the amount of payment for such deliverables; Bowmar will not require delivery of, accept, nor retain unusable materials and documentation/drawings and therefore does not agree to payment for these. Bowmar shall pay the PO price for completed materials that were delivered and accepted.
3. Seller shall not be liable to Bowmar for delays in performance occasioned by causes beyond Seller’s reasonable control and without its fault or negligence, including but not limited to acts of God or the public enemy, acts of the government in its sovereign capacity, fires, floods, epidemics, or strikes.
4. Seller shall promptly notify Bowmar’s Buyer if Seller is the subject of any petition in bankruptcy.
5. The rights and remedies of Bowmar in this provision are in addition to any other rights and remedies provided by law or under this PO.

13. TERMINATION FOR CONVENIENCE
Bowmar may, by written notice, terminate this PO in whole or in part when it is in Bowmar’s interest. If this PO is so terminated, the rights, duties, and obligations of the parties shall be determined in accordance with Part 49 of the Federal Acquisition Regulation in effect on the latter of the date of issuance of this PO or the date of its most recent Amendment. Seller must submit a termination claim within 30 days of receipt of the initial written notice that this PO has been terminated for convenience.

14. STOP WORK
Bowmar may, at any time, by written order to the Seller, require the Seller to stop all, or any part, of the work called for by this PO for a period up to 90 days after the stop work order is issued, and for any further period to which the parties may agree. Upon receipt of the order, the Seller shall immediately comply with its terms and take all reasonable steps to minimize the incurrence of costs allocable to the work covered by PO, including costs incurred by subcontractors, during the period of work stoppage.

15. CHANGES

1. Bowmar may, at any time by written notice, make changes within the general scope of this PO in any one or more of the following:
   1. The drawings, designs, or specifications;
   2. The description of services to be performed;
   3. The method of shipment or packing;
   4. The place of delivery, inspection and acceptance;
   5. The amount of property or services furnished or to be furnished to Seller.

   If any such change to the general scope causes a change in the cost of, or the time required for, performance of this PO, an equitable adjustment shall be made in the price and/or delivery and in other provisions of this PO that are affected. Any claim by Seller shall be made within twenty (20) days from the receipt of the change notification. Failure to agree to any adjustment shall constitute a claim that is subject to the Controversies section hereunder; however, Seller is obligated to proceed with this PO as changed regardless of the status of the dispute. Any agreed adjustment shall be documented in a written PO Amendment.

2. Only Bowmar’s Buyer is authorized to issue a notification of change within or outside of the general scope.

16. INFORMATION DISCLOSED TO BOWMAR
Except for information of Seller’s expressly marked as confidential/proprietary and which Bowmar agreed or agrees in advance of its disclosure to receive pursuant to a mutually executed proprietary agreement or non-disclosure agreement, any knowledge or information which Seller has disclosed hereafter related to this PO shall not be deemed confidential or proprietary and shall be considered acquired by Bowmar free from any restrictions.

17. INFORMATION DISCLOSED TO SELLER
Seller shall keep confidential all information, drawings, specifications, or data either:

1. Furnished by Bowmar and marked as confidential or proprietary; or
2. Prepared by Seller specifically in connection with the performance of this PO.

Seller shall not disclose such information, drawings, specifications, or data except to those of its officers, employees, third party suppliers or subsidiaries who have a “need-to-know” and Seller certifies that any such recipient(s) have previously agreed in writing to be bound by terms and conditions at least as restrictive as these provisions. Except as required for the efficient performance of this PO, Seller shall not make copies or permit copies to be made without prior written consent of Bowmar. At the conclusion of this PO, Seller shall either return to Bowmar or destroy all confidential/proprietary information.

18. FURNISHED PROPERTY

1. All drawings, tools, jigs, dies, fixtures, materials, and other items supplied or paid for by Buyer shall be and remain the property of Buyer; and Buyer shall have the right to enter Seller's premises and remove any such property at any time without being liable for trespass or damages of any sort.
2. All such items shall be used only in the performance of work under this Purchase Order unless Buyer consents otherwise in writing.
3. Material made in accordance with Buyers specifications and drawings shall not be furnished or quoted by Seller to any other person or concern without Buyers prior written consent.
4. Seller shall have the obligation to maintain any and all property furnished by Buyer to Seller and shall be responsible for all loss or damage to said property except for normal wear and tear.

19. OCEAN TRANSPORT OF FURNISHED PROPERTY
The Seller shall advise Bowmar of any proposed transportation by ocean vessel of Furnished Property (property in which title passes to Bowmar, the Government, or Bowmar’s customer prior to such transportation) in the possession of Seller or its subcontractors in the performance of this PO. Such Furnished Property shall subsequently be transported only on United States flag vessels as directed by Bowmar, unless otherwise authorized by Bowmar.

20. WORK ON BOWMAR’S OR ITS CUSTOMER’S PREMISES
Unless otherwise stated in the PO, terms of payment shall be net 30 days from the later of the following:

1. If this PO involves work by Seller on Bowmar’s premises:
   1. Seller shall comply with all security and safety regulations, to include any hazardous material related regulations as defined by federal, state, or local law or ordinance;
   2. Seller shall implement and maintain a program for achieving the objective of an alcohol and drug-free work-force.
   3. Prior to commencement of any work to be performed under this PO, Seller must provide evidence of US citizenship. If Seller is a foreign national, the “Foreign National Visit/Facility Tour/Meeting Request” form EF-13 must be completed to determine what level of access to facilities and technical data is allowed in order to comply with US law and certain government contract requirements.
   4. Seller, and any subcontractors to Seller, shall carry the appropriate amount of State required Worker’s Compensation and Employee Liability insurance.

21. INVOICES AND PAYMENTS
Unless otherwise stated in the PO, terms of payment shall be net 30 days from the later of the following:

1. Bowmar’s verification of the accuracy and completeness of Seller’s invoice and any required supporting documents, or
2. Delivery and acceptance, through quality inspection and acceptance, to Bowmar’s stock at the “ship to” location specified on the PO.

Payment shall be deemed to have been made as of the date of mailing of Bowmar’s payment.

22. NON-ASSIGNMENT
Neither this PO nor any rights or obligations under it shall be assigned to third parties by Seller without the prior written consent of Bowmar.

23. COMPLIANCE WITH LAWS

1. Seller shall comply with the applicable provisions of all federal, state, and local laws and ordinances of the United States, equivalent applicable legislation in the Seller’s country of manufacture.
2. Seller represents that the goods to be furnished hereunder were or will be produced in compliance with the requirements of the Fair Labor Standards Act of 1938, as amended.
3. Seller warrants that each chemical substance constituting or contained in goods sold or otherwise transferred to Bowmar hereunder is on the list of chemical substances compiled and published by the Administrator of the Environmental Protection Administration pursuant to the Toxic Substances Control Act (15 USC Sec 2601 et seq) as amended.
4. Seller shall provide to Bowmar with each shipment of a chemical substance the Material Safety Data Sheet containing such information as required by the Occupational Safety and Health Act and regulations.
5. Seller shall comply with applicable provisions related to veterans as outlined below:
   • This contractor and subcontractor shall abide by the requirements of 41 CFR 60-300.5(a). This regulation prohibits discrimination against qualified protected veterans, and requires affirmative action by covered prime contractors and subcontractors to employ and advance in employment qualified protected veterans.
6. Seller shall comply with applicable provisions related to individuals with disabilities as outlined below:
   • This contractor and subcontractor shall abide by the requirements of 41 CFR 60-741.5(a). This regulation prohibits discrimination against qualified individuals on the basis of disability, and requires affirmative action by covered prime contractors and subcontractors to employ and advance in employment qualified individuals with disabilities.

24. REACH
By acceptance of this order, Seller agrees to comply with EC Regulation No. 1907/2006 of the European Parliament and the Council of December 18, 2006, concerning Registration, Evaluation, Authorization and Restriction of Chemicals (REACH); and, Seller shall immediately identify and provide notice of all items containing Substances of Very High Concern (SVHC) as defined by REACH; and, Seller agrees that if no response is received within fifteen (15) days after the date of this order, such non-response shall constitute Seller’s affirmation that none of the items supplied hereunder contain SVHC.

25. PUBLIC RELEASE OF INFORMATION
No public release of information, including without limitation, photographs, films, announcements, denials, or confirmations of any part of the subject matter of this PO shall be made without the prior written approval of Bowmar.

26. EXTRA CHARGES
Unless this PO is issued as a Time and Materials or Cost Reimbursable subcontract, the prices indicated in this PO cover all work required by Seller to satisfy the requirements of this PO.

27. SECURITY INTERESTS
Seller shall cooperate with Bowmar in executing such documents as Bowmar deems appropriate to protect the security interest of Bowmar and its customers in Seller’s work-in-process and in Furnished Property.

28. WARRANTY

1. Seller warrants that goods delivered hereunder shall be:
   1. Free from defects in materials, workmanship, and (unless the design is being provided by Bowmar) design; and
   2. Compliant with all requirements of this PO. If any nonconformity with this warranty appears within one (1) year after delivery, Seller shall promptly correct such nonconformity by repair or replacement, or by providing substitute services, in the case of services
2. CONFLICT MINERALS: In addition to all other warranties, Seller warrants that the Goods delivered hereunder are free from Gold, Tungsten, Tantalum, or Tin (Conflict Minerals) that have originated in the Democratic Republic of Congo, Central African Republic, Angola, Burundi, Rwanda, South Sudan, Tanzania, Uganda or Zambia, (DRC). Seller must maintain the following on file and make available to Buyer upon request:
   1. Country of Origin Inquiry (17 CFR 250 and 249B) documentation certifying that Goods are free from Conflict Minerals that have originated in the DRC.
   2. Traceability information on raw material sub-tier suppliers.
   3. To the extent an audit has been performed, results from any independent private sector audit.

Any Goods for which the above requirements are not met shall be considered defective and may be rejected by Buyer or returned. Further, Seller shall be liable for all related damages and costs incurred by Buyer as a result. This clause shall be included in all subtier contracts.

29. COUNTERFEIT PARTS/COUNTERFEIT WORK PROHIBITION
Additional Requirements to DFARS 252.246-7007, Counterfeit Electronic Part Detection and Avoidance System (May 2014)

1. For purposes of this clause, Work consists of those parts delivered under this Order that are the lowest level of separately identifiable items (e.g., articles, components, goods, and assemblies).
2. Seller agrees and shall ensure that Counterfeit Electronic Parts and/or Suspect Counterfeit Electronic Parts (defined in DFARS 252.246-7007) are strictly prohibited and will not be tendered for acceptance, shipped-in-place, delivered to, or be incorporated into deliverables to Buyer or its designee under this Order. COUNTERFEIT ELECTRONIC PARTS AND SUSPECT COUNTERFEIT ELECTRONIC PARTS ARE NONCONFORMING TO PURCHASE ORDER REQUIREMENTS AND ARE UNACCEPTABLE REGARDLESS OF THEIR OTHERWISE ACCEPTABLE CONDITION, QUALITY, PERFORMANCE, FUNCTIONALITY, AND/OR SUITABILITY FOR PURPOSE. The term Suspect Counterfeit Electronic Parts also includes electronic parts that the U.S. Government designates as suspect including, without limitation, electronic parts listed in Governmental alerts such as those under the Government Industry Data Exchange Program (GIDEP).
3. Seller shall only purchase products to be delivered or to be incorporated into deliverables to Buyer directly from the Original Component Manufacturer (OCM)/Original Equipment Manufacturer (OEM), or through an OCM/OEM authorized distributor chain. Work shall not be acquired from independent distributors or brokers unless approved in advance in writing by Buyer.
4. Seller shall maintain and make available to Buyer and/or the Government documentation that authenticates traceability of the affected electronic parts throughout the supply chain to the applicable OEM/OCM, which Seller shall provide to Buyer upon request. Documentation shall be maintained for a minimum of ten years after the later of final delivery of all items on the purchase order or final payment of all items on the purchase order.
5. Seller shall notify Buyer in writing immediately, but in no event later than 10 days, if Seller becomes aware or suspects that it has delivered Counterfeit Electronic Parts or Suspect Counterfeit Electronic Parts.
6. Buyer reserves the right to quarantine/impound any and all Counterfeit Electronic Parts or Suspect Counterfeit Electronic Parts it receives, and to notify the BUYER’s Customer, GIDEP, and other relevant Government agencies. BUYER has the right to turn over the impounded Counterfeit Electronic Parts and Suspect Counterfeit Electronic Parts to the appropriate authorities and to withhold payment for the parts pending the results of the investigation.
   Impounded electronic parts may not be returned to the Seller or Seller’s source.
7. In the event that Work delivered under this Order constitutes or includes Counterfeit Electronic Parts and/or Suspect Counterfeit Electronic Parts, Seller shall, at its sole expense, promptly replace such Counterfeit Electronic Parts and Suspect Counterfeit Electronic Parts with genuine Electronic Parts conforming to the requirements of this Order.
8. Notwithstanding any other provision in this Order, Seller shall be liable for all costs relating to the tendering or delivery of the Counterfeit Electronic Parts and Suspect Counterfeit Electronic Parts including, without limitation, those associated with the removal, inspection, testing, investigation, retention, impoundment, and replacement of Counterfeit Electronic Parts and Suspect Counterfeit Electronic Parts, as well as any testing necessitated by the reinstallation of Work after Counterfeit/Suspect Counterfeit Electronic Parts have been exchanged.
9. Also, notwithstanding any other provision in this Order, the Buyer shall be under no obligation to pay for any such items determined to be counterfeit or unacceptable. All such costs shall be deemed to be direct costs and direct damages. The remedies contained in this clause are in addition to any other remedies Buyer may have at law, equity or under other provisions of this Order.
10. This clause shall survive the completion, expiration or termination of this order.
11. Flow down Requirement - Seller shall include paragraphs (a) through (i) and this paragraph (k) of this clause or equivalent provisions in all lower tier subcontracts for the delivery of items that are electronic parts as well as those which require the delivery of components or subcomponents containing electronic parts that will be included in deliverables or otherwise furnished to Buyer or its designee in performance of this order.

DFARS 252.246-7007, Counterfeit Electronic Part Detection and Avoidance System (May 2014)modified as follows:
(Applies to this purchase order and to all lower-tier awards under this order at any level and of any value.)

1. In paragraph (c)(2), 3rd sentence, change "Government" to "Buyer and the Government" and in the last sentence change "Contractor" to "Buyer and the Seller"; and
2. In paragraph (c)(6), 2nd sentence, change "Contracting Officer" to "Buyer, the Buyer's Contracting Officer via Buyer," and change "purchased by a Contractor" to "purchased by the Buyer or a subcontractor (e.g., Seller, lower-tier subcontractor, etc.)"; and
3. In paragraph (c)(8), 2nd sentence, change "Contractor" to "Seller"; and
4. In paragraph (e), change the sentence to read, "Flow Down: The Seller shall include the substance of this clause, including paragraphs (a) through (e), in lower-tier subcontracts, including lower-tier subcontracts for commercial items, for electronic parts or assemblies containing electronic parts."

30. PART OBSOLESCENCE

1. Seller is required to notify Buyer of any known part obsolescence at least 12 months prior to any action to discontinue any work purchased under any purchase order. This requirement applies to all product and process related purchase orders.
2. Seller shall incorporate and maintain in its processes a comprehensive obsolescence management program to preclude any delivery disruption due to, among others, electronic, mechanical, raw materials, or chemical obsolescence, or any unforeseen cost increases.
3. In no event shall the Buyer accept any cost increase due to part or process obsolescence.

31. FOREIGN SALES

1. If the material or services provided pursuant to this PO are intended for incorporation in, or use in connection with, military equipment to be used by the armed forces of a foreign government or an international organization, the following provision applies:
   1. Part 130 of the International Traffic in Arms Regulations (ITAR), 22 CFR Part 130, requires Bowmar to report if Seller has made, makes or intends to make any payment, loan, or donation of $1,000 or more either as a political contribution or as a fee or commission in connection with the sale of the articles or services described in this PO, or an end item incorporating such articles. Accordingly, Seller agrees to promptly notify Bowmar in writing if it has made, intends to make, or upon the making of, any payment, loan or donation required to be reported under Part 130 of ITAR, and furnish Bowmar any required related information. Seller agrees to include this provision in all subcontracts. Seller agrees to include this provision in all subcontracts of $500,000 or more made hereunder.

32. EXPORT/FOREIGN TRANSFER OF TECHNICAL DATA/GOODS
Some of the information disclosed under this solicitation or PO may contain technical data that is categorized under the Department of Commerce subject to the Export Administration Regulations (EAR) 15 CFR 730-799; or, the Department of State subject to the International Traffic in Arms Regulations (ITAR) 22 CFR 120-130 as classified on the US Munitions List and as applicable Seller shall be registered with the Directorate of Defense Trade Controls (CFR 122.1):

1. Accordingly, Seller shall not transfer such technical data directly or indirectly to any third party or firm, country or countries, unless in compliance with applicable laws and regulations.
2. Upon completion of this PO all technical data exported pursuant to this PO, including data provided to subcontractors, shall be returned to Bowmar or destroyed with appropriate certification of destruction kept on file for 3 years.
3. Seller shall indemnify and save harmless Bowmar from and against all damages, liabilities, penalties, fines, costs, and expenses, including attorney’s fees, arising out of claims, suit, allegations, or charges of Seller’s failure to comply with the provisions of this paragraph.
4. All of Seller’s subcontracts involving Bowmar furnished technical data shall contain the substance of this Section.

33. INSPECTION AT SOURCE
Bowmar reserves the right to perform inspection of goods at Seller prior to shipment.

34. RECORDS RETENTION REQUIREMENTS
Seller shall retain all records, documents, and supporting information required for the performance of this PO for a minimum of fifteen (15) years, unless otherwise specified elsewhere in this PO.

35. LABOR DISPUTES
If the Seller has knowledge that any actual or potential labor dispute is delaying or threatens to delay the performance of this PO, the Seller shall immediately notify the Buyer.

36. RIGHT OF ACCESS
Seller shall provide right of access as required by Bowmar, Bowmar’s customers, and regulatory authorities to all facilities involved in the order and all applicable records.

37. SEVERABIITY
If any provision of this PO or application thereof is found invalid, illegal or unenforceable by law, the remainder of the PO will remain valid, enforceable and in full force and effect, and the parties will negotiate in good faith to substitute a provision of like economic intent and effect.

38. LANGUAGE
All communication and documentation exchanged under this PO shall be conveyed in English.

39. PAYMENT TRANSACTIONS
Payment shall be made in United States dollars unless otherwise agreed to by specific reference in the PO.

40. FOREIGN PURCHASES

1. If Bowmar is indicated as importer of record elsewhere in this PO, then Seller warrants that all materials to be delivered pursuant to this PO are sold at not less than fair value under the United States Anti-Dumping Law.
2. If Bowmar is not indicated as importer of record elsewhere in this PO, then Seller agrees that:
   1. Bowmar will not be a party to the importation of materials, the transaction(s) represented by this PO will be consummated after importation, and Seller will neither cause nor permit Bowmar’s name to be shown as “Importer of Record” on any customs declaration.

41. WOOD PACKAGING MATERIALS
Wood Packaging Materials (WPM) must conform to the International Plant Protection Convention (IPPC) standard ISPM #15. This standard requires treatment of WPM used in international trade by: 1) heat treatment to a minimum wood core temperature of 56 degrees C for a minimum of 30 minutes, or 2) fumigation with metal bromide. WPM so treated must be marked with: 1) the IPPC logo, 2) the two letter International Organization for Standardization (ISO) code for the country that treated the WPM, 3) the treatment facility number assigned by the national plant protection association in the country where treated, and 4) an abbreviation of the treatment method.

U.S. DEPARTMENT OF DEFENSE SUPPLEMENT REQUIREMENTS

For orders placed in support of and charged to a U.S. Government Prime Contract or subcontract thereunder procuring an item meeting The Federal Acquisition Regulation (FAR) definition of a commercial item, the following clauses set forth in the FAR or the Defense Federal Acquisition Regulation Supplement (DFARS) in effect as of the date of said prime contract are incorporated herein by reference. In all clauses listed herein the terms “Government” and “Contractor” shall be revised to identify properly the contracting parties under this Purchase Order. The Seller shall include the terms of this Article in all purchase orders or subcontracts awarded under this PO.

NOTE: Any person who engages in the Unites States in the business of either manufacturing or exporting defense articles or furnishing defense services is required to register with the State Department Directorate of Defense Trade Controls. By acceptance of this PO, Seller certifies that they are properly registered and will comply with all applicable International Traffic in Arms Regulations (ITAR) pursuant to 22 CFR 120-130.

Provisions of the Federal Acquisition Regulation (FAR) incorporated by reference:

Provisions of the Department of Defense Federal Acquisition Regulation Supplement (DFARS) incorporated by reference:

In addition to all of the other Sections and FAR/DFARS clauses in this document, the following clauses apply to all purchases referencing these General Terms over $150,000 or solicitations referencing these General Terms that are anticipated to exceed $150,000:

In addition to all of the other Sections and FAR/DFARS clauses in this document, the following clauses apply to all purchases referencing these General Terms over $500,000 or solicitations referencing these General Terms that are anticipated to exceed $500,000:

PRODUCT WARRANTY

Products manufactured by Bowmar, LLC, ("Seller"), are warranted to be free from defects in material and workmanship. Seller’s “standard products” are warranted to be in compliance within the specifications as defined by the Seller. In the event that any such defect or noncompliance appears within the periods identified in Appendix A hereto, Seller shall, at its sole option, repair or replace the Product, or refund to Buyer the purchase price of the product. THIS WARRANTY IS EXPRESSLY IN LIEU OF AND EXCLUDES ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. This warranty does not extend to any product which has been subjected to misuse, neglect, accident, operation outside the Product's maximum ratings, incorrect wiring, improper installation, use in violation of instructions furnished by Seller, or which has had its serial number or any part thereof altered, defaced, or removed, or which has been opened or disassembled

1. OTHER THAN AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, THE SELLER MAKES NO OTHER REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. SELLER MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED AS TO THE PERFORMANCE OF ANY OF ITS PRODUCTS IN BUYERS APPLICATION, PRODUCT, SERVICE OR PROGRAM. THE SELLER’S PRODUCTS ARE NOT AUTHORIZED FOR USE AS CRITICAL COMPONENTS IN LIFE SUPPORT DEVICES OR SYSTEMS WITHOUT THE EXPRESS WRITTEN APPROVAL OF AN OFFICER OF THE SELLER. FOR PURPOSES OF THE PRECEDING SENTENCE, LIFE SUPPORT DEVICES OR SYSTEMS ARE DEVICES OR SYSTEMS WHICH (1) ARE INTENDED FOR SURGICAL IMPLANT INTO THE BODY, OR (2) SUPPORT OR SUSTAIN LIFE AND WHOSE FAILURE TO PERFORM WHEN PROPERLY USED IN ACCORDANCE WITH INSTRUCTIONS FOR USE PROVIDED IN THE LABELING CAN BE REASONABLY EXPECTED TO RESULT IN A SIGNIFICANT INJURY TO THE USER.

2. Products fabricated by Seller carry a warranty as listed in Appendix A. Upon failure within this warranty period, adjustment will be, at Seller's discretion, in the form of credit, replacement, or repair. Any product repaired or replaced shall be subject to that portion of the original warranty remaining at the time Seller received notice of failure. For units repaired outside of the original warranty, at Buyer's expense, the month warranty applies only to that portion of the product that is repaired or replaced.

3. If, within the stated warranty period, any product fails to function to its specification, the following procedure shall be followed:

   1. WRITTEN notice of product failure must be given to Seller prior to warranty expiration, which will establish the date of failure. Written notice will include a detailed mode of failure including environmental conditions of failure.

   2. Products returned to Seller will be promptly examined, and:

      1. If such examination proves them to be defective within this warranty, adjustment will be made as stated in Section B.

      2. If such examination establishes that they are not defective under this warranty, an examination charge may be applicable (charges will be quoted in advance upon request).

   This warranty expires, as listed in Appendix A, after the original date of the product's shipment by Seller, not including repair or replacement time.

INSURANCE PROCEDURES
In the event that the product shipped appears to have been damaged in transit, the Buyer must notify the CARRIER and request an adjustor to inspect the shipment. The Buyer shall also retain all original shipping containers for inspection and look for the following:

1. Evidence of rough handling

2. Broken or bent leads

3. Parts out of alignment

4. Surface damage

LIMITATION OF LIABILITY
SELLER'S LIABILITY ARISING FROM OR RELATING TO THE SUPPLY OR USE OF THESE PRODUCTS, REGARDLESS WHETHER IN CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, SHALL NOT EXCEED THE LIMITATIONS STATED HEREIN. SELLER SHALL NOT BE LIABLE TO THE PURCHASER OR ANY OTHER PARTY FOR ANY GENERAL, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO INSTALLATION COSTS, REMOVAL COSTS, LOST PRODUCTION, LOST SALES OR LOST PROFITS) ARISING DIRECTLY OR INDIRECTLY FROM THE USE OR INABILITY TO USE THE PRODUCTS. BUYER'S REMEDIES ARE HEREBY LIMITED, AT THE SELLER'S SOLE OPTION, TO THE REPAIR OR REPLACEMENT OF THE PRODUCT, OR A REFUND OF THE PURCHASE PRICE OF THE PRODUCT. IN NO EVENT SHALL SELLER'S LIABILITY EXCEED THE AMOUNT OF THE PURCHASE PRICE OF THE PRODUCTS SOLD HEREUNDER. Such limitations apply even if Seller has been advised of any such loss, damage or expense

PRODUCT WARRANTY
APPENDIX A

Warranty on products is as follows from date of shipment