Purchase Order Terms and Conditions

ACCEPTANCE

These terms and conditions are the exclusive binding agreement between the parties covering the purchase of the products and services ordered and are accepted by acknowledgment and/or commencement of performance. THIS ORDER CAN BE ACCEPTED ONLY ON THESE TERMS AND CONDITIONS. ADDITIONAL OR DIFFERENT TERMS PROPOSED BY SELLER ACKNOWLEDGMENT HEREOF WILL NOT BE APPLICABLE UNLESS ACCEPTED IN WRITING BY THE BUYER. ACCEPTANCE OF THE PRODUCTS OR SERVICES DELIVERED UNDER ESCO PURCHASE ORDER SHALL NOT CONSTITUTE ACCEPTANCE OF SELLER TERMS AND CONDITIONS. No change, modification, or revision of Purchase Order shall be effective unless in writing and signed by the buyer's daily authorized purchasing representative, or officer. Additional terms and conditions specifically provided herein, the terms and conditions provided on the Purchase Order shall prevail.

PRICE AND PAYMENT

1. Price and Payment

   Seller shall sell to Esco Aster the goods ("Goods") or services ("Services") shown on the face of Purchase Order at the prices specified. Any forecasts provided by Esco Aster were provided as an accommodation to the Seller and shall not constitute a commitment of any type by Esco Aster. Except as otherwise provided in this Order, prices are exclusive of applicable freight charges and duties.

2. Taxes

   Esco Aster shall be responsible for any applicable sales taxes, provided Seller has submitted appropriate information or documentation to allow Esco Aster to recover such taxes as appropriate. Esco Aster shall include such taxes with the payment or provide Seller with the appropriate information or documentation to support exemption from such taxes. Esco Aster has no other or further liability to Seller with respect to any tax, duty, and levy or like imposition for which Seller may be liable as a result of supply of Goods and Services.

3. Non-Acceptance

   Payment by Esco Aster shall neither constitute acceptance of the Goods and Services nor impair Esco Aster's right to inspect such Goods or Services or invoke any available remedies.

SHIPMENT AND DELIVERY

1. Shipment Terms

   Seller shall ship goods in the method identified by Esco Aster to permit Seller to meet the delivery date(s) identified by Esco Aster on the face of Purchase Order ("Delivery Date"). If Seller ships by any other method, Seller shall pay any resulting increase in the cost of freight. Except as specified below, shipments of Goods shall be FCA (as that term is defined in the Incoterms 2000 handbook) Seller's place of shipment/export, and title and risk of loss or damage, shall pass from Seller to Esco Aster upon Seller's delivery of the goods designated carrier at the place of shipment/export. If Esco Aster agrees to pay for the applicable freight charges and duties as part of the purchase price, shipment shall be DDP, and title and risk of loss or damage shall pass from Seller to Esco Aster upon Seller's delivery of Goods to the "Ship To" address identified by Esco Aster on the face of Purchase Order.

2. Packaging

   Seller shall handle, pack, and package the Goods so as to protect the Goods from loss or damage, in conformance with good commercial practice, Esco Aster specifications, government regulations (including those applicable to chemicals and hazardous materials) and other applicable requirements. Without limiting the generality of the foregoing sentence, Seller shall use packaging materials, including pallets, that are free of pests and comply with all applicable regulations regarding Solid Wood Packing Materials; Seller shall use recycled or reusable packaging materials and minimize the number of different types of packaging materials whenever possible; and Seller shall comply with all applicable regarding packaging, recycling re-use and return, and furnish to Esco Aster, upon request, information or documentation of Seller's compliance. Seller shall be responsible for any such loss or damage due to its failure to handle, pack and package the Goods in a proper and lawful manner; Esco Aster shall not be required to assert any claims for such loss or damage against carrier involved. In each shipment, Seller shall include a packing list that contains the following: (a) this Order number; (b) the Esco part number; (c) the quantity shipped; and (d) the date of shipment. The information on the packing list must agree with the information on the Seller's invoice.

3. Prospective Failure

   Failure to meet the Delivery Date specified on the face of Purchase Order shall constitute a breach of this Order. Seller shall give Esco Aster notice of any prospective failure to ship Goods or provide Services in time to meet Delivery date. If only a portion of Goods is available for shipment to meet Delivery Date, Seller shall ship the available Goods unless directed by Esco Aster to reschedule the shipment. If only a portion of the Services can be performed on the Delivery Date, Seller shall perform such Services unless directed by Esco Aster to reschedule performance. Partial deliveries shall be deemed late shipments and considered complete only when all Goods and Services have been shipped. Notwithstanding the above, upon Seller's notice of any prospective failure to ship Goods or provide Services in time to meet the Delivery Date, Esco Aster reserves the right to terminate the Order and any subsequent Orders without any charge or liability.

4. Late Shipment

   If, due to Seller's failure to ship Goods in a timely manner, the identified method of transportation would not permit Seller to meet the Delivery Date, Seller shall ship the Goods by air transportation or other means acceptable to Esco Aster and shall pay for any resulting increase in cost of freight.

5. Early Shipment

   If Esco Aster receives any shipment more than three working days prior to the Delivery Date, Esco Aster may return the Goods or delay processing the corresponding invoice until the Delivery date.

6. Non-complying Goods

   Seller shall be responsible for all risk and expenses, including transportation charges, associated with (a) the return of all Non-complying Goods, over shipments and early shipments returned by Esco Aster to seller; and (b) the shipment to Esco Aster by Seller of all repaired, replacement and reworked Goods.

CHANGES

1. Change or Cancellation

   Esco Aster may, without charge or liability, change or cancel any portion of this Order, provided Esco Aster gives Seller notice (a) for customized Goods or Services (i.e., supplied exclusively in accordance with Esco Aster's designs or specifications), at least thirty (30) calendar days prior to Delivery Date; and (b) for all other Goods or Services at any time prior to shipment.

2. Design or Specification Changes

   Esco Aster may, without any change, effective upon notice to the Seller, Esco Aster's designs or specifications at any time prior to shipment of corresponding Goods or receipt of corresponding Services. If any such change directly affects the prices or delivery schedules of Goods or Services, an equitable adjustment may be made, if Seller makes a written claim for an adjustment within 30 days of Esco Aster's notice prior to the shipment of the Goods or provision of Services and provided that such equitable adjustment is documented in writing signed by authorized representatives of both parties. If, after reasonable and good-faith efforts, the parties are unable to agree upon the amount of the adjustment, Esco Aster may terminate, without any change or liability, this Order as to all Goods and Services affected.

3. No Process or Design Changes

   Seller shall not, with any prior to written consent of Esco Aster, make any process or design changes affecting the Goods.

QUALITY AND WARRANTY

1. Conformance Defects and Liens

   Seller warrants that all Goods and Services shall (a) conform strictly to the specifications, design criteria, descriptions, drawings, samples, and other requirements described or referenced in this Order or provided by Seller; (b) be free from defects in design, materials, and workmanship; and (c) be free if all liens, encumbrances and other claims against title.

2. Non-infringement Warranty

   Seller warrants that all Goods and Services shall not infringe any patent, trademark, copyright, trade secret or other intellectual property right of a third party.

3. General Warranties

   Seller warrants that (a) Goods are new and do not contain any used or reconditioned parts or materials, unless otherwise specified or approved by Esco Aster; and (b) all Services shall be performed in a professional manner.

4. Duration of Warranties

   Seller's warranties of conformance, defects and liens shall be in effect for the longer of either (i) Seller's normal warranty period, or (ii) one year following the date of acceptance of the Goods or Services by Esco Aster. All other warranties provided by Seller under Esco Aster Purchase Order shall be in effect perpetually.

5. Quality Documents

   Seller should ensure that all materials supplied should be accompanied with the appropriate Quality Documents (Certificate of Analysis, Certificate of Conformance, Certificate of Quality).

Seller must comply with the below minimum requirements:

1. Drawing requirements of the product supply to Esco Aster.
2. Quality requirements which issue to the Seller by Esco Aster (ex: visual inspection criteria, products quality requirements etc.) After First Article approval, Seller must not make any changes in their process and materials without prior written approval from Esco Aster. Changes such as:
   • Process Changes (such as plating method, process control parameter, environment, etc.)
   • Material Changes (direct and or any indirect or process additive substance materials which may or may not specify in the drawing)
   • Location Changes (change of manufacturing location which includes sub-contractors process).
3. Seller must not supply or used any counterfeit components or recycled components or materials on any products or materials supplied to Esco Aster. Sellers are fully responsible for the source of the components are from the proper materials and authorized channel, and all the transaction documents are required to be file as proof of purchase from the proper and authorized channel at Seller premises.
4. Seller must take the initiative in improving the product qualities DPPM (Defect Part Per Million) towards zero DPPM.

Any violation to the above items, Seller should compensate to Esco Aster the below losses incurred.

1. Government penalties and fines.
2. Losses claim by Esco Aster’s customer to Esco Aster.
3. Customer complaints handling and administration fees.
4. Defect verification cost.
5. Sorting and rework cost.
6. Freight handling cost.

INSPECTION

1. All products purchased hereunder shall be subjected to inspection and test by Esco Aster to the extent practicable at all times and places during and after the period of manufacture and, in any event prior to final acceptance. If inspection or test is made by Esco Aster on Seller's premises. Seller, without additional charge, shall provide all reasonable facilities and assistance for the safety and convenience of Esco Aster's inspectors. No inspection or test made prior to final acceptance shall relieve the Seller from responsibility for defects or other failures to meet the requirements of this order.
2. In case any product is defective in material of workmanship, or otherwise not in conformity with the requirements of this order, Esco Aster shall have the right either to reject it, require its correction, or conditionally accept it. Esco Aster reserves the right to return such conditionally accepted products for credit, within a reasonable period after receipt, if Esco Aster determines that such products are unsuitable for its purpose. Any product which has been rejected or required to be corrected shall be replaced or corrected by and at the expense of the Seller promptly after notice. If, after been requested by Esco Aster, Seller fails to promptly replace or correct any defective product within the delivery schedule, Esco Aster may:
   • at its option, by contract or otherwise replace or correct such product and charge the Seller the cost occasioned thereby.
   • without further notice terminate this order for default in accordance with the clause herein entitled "Termination for default"
   • utilize the defective product and require an appropriate reduction in price.
3. Notwithstanding any prior inspection or payment hereunder, all products shall also be subjected to final inspection and acceptance at Esco Aster's premises within a reasonable time after delivery. The Seller shall provide and maintain an inspection system which is acceptable to Esco Aster. Records of all inspection work shall be kept complete and available to Esco Aster during the performance of Purchase Order and for such further period as Esco Aster may determine.

LICENSE

1. License Grant

   If Goods include software, Seller grants to Esco Aster a non-exclusive, royalty-free, worldwide license to use, import, reproduce and distribute the software in object code form for internal use directly or as integrated into Esco Aster products. Seller also grants to Esco Aster a non-exclusive, royalty-free, worldwide license to use, import, reproduce and distribute and offers for sale any copies of the software purchased that remain in the original shrink-wrapped packaging. If Goods include documentation, Seller grants Esco Aster a non-exclusive, royalty-free, worldwide license to use, import, are in addition to, and shall not limit or prepare derivative works in Esco Aster's name all documentation furnished by Seller. Esco Aster may reproduce such documentation without Seller's logo or other identification of source, subject to affixing copyright notices to all copies of documentation, and Seller hereby waives and shall cause to be waived all applicable moral rights with respect to such documentation. These rights with respect to software and documentation shall extend to (a) third parties to use and reproduce the Goods for Esco Aster's internal use; (b) third-party channels of distribution.

BREACH

1. Breach by Seller

   If Seller breaches any provision of this Order, Esco Aster may terminate the whole part or any part of this Order, unless Seller cures the breach within ten (10) working days after receipt of Esco Aster's notice of breach.

2. Definition of Breach

   "Breach" shall, without limitation, include (a) any proceeding, whether voluntary or involuntary, in bankruptcy or insolvency by or against Seller; (b) the appointment, with or without Seller's consent, of a receiver or an assignee for the benefit of creditors; (c) Seller's failure to provide Esco Aster, upon request, with reasonable assurances of performance; or (d) any other failure by Seller to comply with the Order.

3. Termination

   If Esco Aster terminates Purchase Order in whole or in part as provided, Esco Aster may procure, upon such terms and in such manner as Esco Aster deems appropriate, replacement goods or services, and Seller shall reimburse Esco Aster upon demand for all additional costs incurred by Esco Aster in purchasing such replacement goods or services.

4. Rights and Remedies

   The rights and remedies granted to Esco Aster pertaining to the Purchase Order are in addition to, and shall not limit or affect, any other rights, or remedies available at law or in equity.

IMPORT/EXPORT REQUIREMENTS

1. General Compliance

   Seller shall comply with all applicable import and export requirements, and shall furnish to Esco Aster, upon request, information, or documentation of Seller's compliance, as well as any other information or documentation required to enable Esco Aster to comply with such requirements applicable to its receipt of any Goods.

2. Certification

   Upon Esco Aster's request, Seller shall provide Esco Aster an appropriate certification stating the country of origin for Goods, sufficient to satisfy the requirements of (a) the customs authorities of the country of receipt; and (b) any applicable export regulations.

3. Required Marking

   All Goods shall be marked (or container shall be marked if there is no room on the Goods themselves or unless exempted from marking) with the country of origin.

4. Commercial Invoice

   Seller shall issue a commercial invoice, containing, without limitation, the following information: invoice number, invoice date, name and address of shipper, name and address of Seller (if different from the shipper), name and address of the consignee, name and address of the buyer (if different from the consignee), a detailed description of the Goods, model number, serial number of Goods (if goods are serialized), Esco Aster assigned Harmonized Tariff Schedule (HTS) number for the destination country, order number, box number, total number of boxes, total box weight (in kilograms), country of origin, quantities in weight and measure of the country to which Goods are shipped, unit price of each Good, value of any customs assists, total invoice value, currency of the invoice, invoice type, Incoterms 2000 terms of sale, carrier name and bill of lading number. The invoice must be issued in the language required by the country to which Goods are shipped.

5. Importer of Record

   If any Goods are imported, Seller shall when possible allow Esco Aster to be the importer of record, unless otherwise specified or approved by Esco Aster. If Esco Aster is not the importer of record and Seller obtains duty drawback rights to the Goods. Seller shall furnish to Esco Aster, upon request, information and documentation required by the customs authorities of country of receipt to prove importation and to transfer drawback rights to Esco Aster.

PAYMENT

All payments are made conditional upon acceptance by the Buyer of the articles called for the under Esco Aster Purchase Order. Invoice for tools will not be honored until production pieces are approved by Esco Aster's inspection Department.

MISCELLANEOUS

All payments are made conditional upon acceptance by the Buyer of the articles called for the under Esco Aster Purchase Order. Invoice for tools will not be honored until production pieces are approved by Esco Aster's inspection Department.

1. No assignment

   Seller shall not assign its rights to obligations without Esco Aster's prior written consent. Any attempted delegation of assignment shall be void.

2. Waiver

   The waiver of any term of condition of this Order must be in writing. No such waiver shall be constructed as a waiver of any other term or condition, nor as a waiver of any subsequent breach of the same term or condition.

3. Applicable Law and Jurisdiction

   The validity, interpretation, and performance of the Order is governed by and shall be construed in accordance with the laws of the place where the contracting Esco Aster office is registered, without giving effect to any choice of law or conflict of law provision or rule, and specifically excludes the UN Convention on the International Sale of Goods. Any dispute arising out of or in connection with the Order shall be submitted to the exclusive jurisdiction of the courts of the country in which the contracting Esco Aster office is registered.

4. Limitation of Liability

   TO THE FULLEST EXTENT PERMITTED BY LAW, UNLESS EXPRESSLY PROVIDE OTHERWISE, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES BASED ON CONTRACT, TORT OR OTHER LEGAL THEORY. ON WITHSTANDING THE FOREGOING, SELLER SHALL BE RESPONSIBLE FOR ANY DAMAGES OF ANY KIND.

5. Non-restrictive Relationship

   Nothing in this Order shall be construed to preclude Esco Aster from producing, distributing or marketing the same or similar goods or services as the Goods or Services provided under this Order or purchasing such same or similar goods or services from other third parties.

6. Severability

   If a body of competent jurisdiction holds any term or provision of this Order to be invalid or unenforceable, such term or provision will be construed, limited or ,if necessary, severed to the extent necessary to eliminate such invalidity or unenforceability, and the other provisions of this Order will remain in full force and effect.

7. Anti-bribery

   Esco Aster sources for materials from all over the world to find the best and most suitable materials for production. Esco Aster seller selection process is purely based on the best combination of price, performance, quality and service. Our company policy prohibits individuals from accepting any favors of any kind and therefore influencing the decision-making process. We would like to make below agreements with sellers:

   1. Seller must not violate any Applicable Anti-Bribery Law.
   2. Seller has and must always implement adequate procedures designed to prevent it or any Associated Person from engaging in any activity which would constitute an offense under the Bribery Act or violate any Applicable Anti-Bribery Law.
   3. Seller represents that, no improper financial or other advantage has been, will be or is agreed to be given to any person (whether working for or engaged by Esco Aster or any third party) by or on behalf of Seller or its Associated Persons.
   4. Breach of any of the provisions in this agreement or of any Applicable Anti-Bribery Law is a material breach of seller cooperation Agreement, without prejudice to any other right, relief or remedy, entitles Esco Aster to terminate the cooperation immediately.
   5. Seller agrees to fully cooperate with Esco Aster in its efforts to implement its internal policies against bribery and corruption.
   6. Seller confirms that it has not, and covenants that it will not, in connection with the conduct of its business activities with or involving Esco Aster, promise, authorize, ratify or offer to make, or take any act in furtherance of any payment, contribution, gift, reimbursement or other transfer of anything of value, or any solicitation, directly or indirectly: (i) to any individual including government officials; or (ii) to an intermediary for payment to any individual including government officials; or (iii) to any political party; or (iv) to Esco Aster and any of its officers, employees, contractors, and other representatives, for the purpose or effect of public or commercial bribery, acceptance of or acquiescence in extortion, kickbacks, fraud, collusion, nepotism, and other forms of corruption.
   7. Seller undertakes to immediately report to Esco Aster’s director or officer any actual or threatened violation of any of the provisions under this clause.

8. Compliance with Applicable Sanctions

   Esco Aster and the Seller shall each retain responsibility for its compliance with all applicable Sanctions. The Seller hereby acknowledges that: (i) Esco Aster shall not be required by the terms of the relevant contract, to be directly or indirectly involved in any activities that may be prohibited by applicable Sanctions; (ii) Esco Aster’s intent is to comply with all U.S., EU, UN, Australia, the UK, Singapore, and other Sanctions that might be applicable to Esco Aster or any of its Group Companies (the “Group”)]; and (iii) Esco Aster may take any actions that it deems appropriate for it to confirm compliance with applicable Sanctions and (iv) the Seller will not take any actions that would cause the Group or the Seller to violate any applicable Sanctions.
   
   “Sanctions”  means economic or financial sanctions, requirements or trade embargoes imposed, administered or enforced from time to time by U.S. government authorities (including, but not limited to, the Treasury Department’s Office of Foreign Assets Control (OFAC), the U.S. Department of State and the U.S. Department of Commerce), the UN Security Council, the EU, Australia or the UK government, including Her Majesty’s Treasury.