TERMS AND CONDITIONS TO GLOBAL POWER COMPONENTS PURCHASE ORDER

1. Complete Agreement and Acceptance: These terms and conditions apply to the sale of any goods covered by Global Power Components’ Purchase Order (“PO”). Any additional or different terms or conditions proposed by Seller shall not be effective unless and until the additional or different terms or conditions are accepted by Buyer by written signature or e-mail acknowledgement. The earliest of Seller’s acknowledgment of this PO and Seller’s shipment of goods under this PO constitutes Seller’s acceptance of the provisions herein.
   
   
2. Warranties and Standards: Without limiting the applicability of law, Seller makes those of the following warranties as are appropriate for any goods supplied: (1) the goods shall conform to all specifications, standards, drawings, requirements and quotations communicated by Buyer or as are known by Seller at the time of contracting; (2) the goods shall be free from defects in material and workmanship and design (to the extent not manufactured in accordance with detailed designs of Buyer) and be merchantable; (3) the goods shall be fit for their intended purpose(s) as communicated by Buyer or otherwise as ought to be known by Seller, and Seller acknowledges that Buyer is relying on Seller’s skill and judgement to furnish suitable goods, supplied work product; (4) the goods shall be in accordance with good industry standards and applicable law; and (5) the sale, installation and use of any article in the goods will not infringe any intellectual property right. In the event of any default under this provision, Buyer shall provide notice to Seller and Seller shall, at the option of Buyer and at Seller’s cost, cure the default by providing or performing replacement or repaired goods and Buyer shall be entitled to all remedies available at law for the default including costs associated with such provision or performance.
   
   
3. Title, Inspection and Acceptance: In respect of goods, and except as otherwise stated in the PO, title and risk of loss passes to Buyer at the place of, and at the time immediately following, delivery or unloading. Neither passing of title nor payment shall constitute acceptance by Buyer. Buyer may inspect the goods at any time, and a failure to inspect within a reasonable period of time shall not be considered acceptance. Buyer may reject the goods or advise of defects. Notwithstanding any other provision, title to and risk of loss to rejected goods is deemed to pass back to Seller at the time of notice of rejection. Seller shall, at the option of Buyer and at Seller’s cost repair or replace the good or defects to the reasonable satisfaction of Buyer, and if it fails to do so with diligence Buyer may do so at the cost and expense of Seller.
   
   
4. Remedies and Termination: Buyer may by notice terminate its PO or any order at any time for cause or convenience. In the event of termination for convenience, Buyer shall pay Seller for any direct and reasonable net out-of-pocket expenses incurred arising from the termination not to exceed the PO amount. Except in the case of default in payment terms, Seller may not terminate this PO or any order. In the case of default in payment terms, Seller may on notice terminate this PO or any order, provided Buyer was provided notice of default and did not remedy the payment default within 14 days of the notice. In event of termination or expiry, the terms relating to confidentiality and indemnity shall survive.
   
   
5. Price, Payment, Charges: Price(s) shall, unless otherwise stated, exclude all taxes, freight, duties, carrying and other charges with respect to the sale of goods, and such charges to be recoverable must be separately itemized on the PO, actually incurred by Seller and agreed to in quantum and type by Buyer. If no price is stated, the reasonable estimate of the parties at the date of this PO shall be considered the estimated price.
   
   
6. Changes: Both parties must agree on a proposed change order and the impact and execute a change order form that sets out the points of agreement before the Seller implements the change order, and Buyer will not be liable for payment in excess of the estimated agreed price impact as stated in the change order form.
   
   
7. Delivery Schedule: Time is of the essence in the performance of this PO and all of its covenants and conditions. Shipment and delivery must be effected within the time stated on the face of this PO, and early delivery or shipment requires the prior approval of the Buyer. If shipment or delivery is not made within the time stated, Buyer may cancel this purchase order in whole or in part for cause under the paragraph “Remedies and Termination”, without limiting the availability of any remedies stated on the face of this PO or otherwise available at law.
   
   
8. Indemnity: Each party indemnifies the other for all damages and claims, including those of third parties, arising from its performance or non-performance of this PO, whether arising in contract, tort, or other form or legal theory. Seller indemnifies Buyer for any claim of infringement of intellectual property rights arising from the goods.
   
   
9. Other: All documents and information provided from one party to the other hereunder and the terms of this PO are confidential and may not be disclosed except with the consent of the other party. The state law of Wisconsin and federal laws applicable therein shall govern this PO. In the event of conflict or dispute, the parties expressly submit to personal jurisdiction in a court of competent jurisdiction in the State of Wisconsin.
   
   
10. Supplier Code of Conduct: Global Power Components seeks to be a good corporate citizen in our dealings with customers, suppliers, employees and the communities in which we act. In order to ensure alignment across the supply chain, Global Power Components (“GPC”) expects its suppliers to adhere to our core business principles.
    
    1. Ethical Dealings – Suppliers must not offer gifts or favors to GPC employees in an attempt to inappropriately influence business decisions. All suppliers must conduct their business to a high ethical standard and comply with applicable laws and regulations on bribery, corruption and prohibited business practice.
       
    2. Health, Safety and Environment – Suppliers will make proper provision for the health, safety and welfare of their employees, visitors and contractors and those in the community who may be affected by their activities. A safe working environment should be provided and appropriate occupational health and safety practice promoted.
       
    3. Employment Standards
       1. Nondiscrimination: Suppliers will maintain workplaces that are free from discrimination or physical or verbal harassment. The basis for recruitment, hiring, placement, training, compensation and advancement should be qualifications, performance, skills and experience.
       2. Pay and Benefits: At minimum, suppliers will comply with applicable laws and regulations on pay and benefits.
       3. Working Hours: Suppliers are expected to comply with applicable laws and regulations on working hours.
       4. Child and Involuntary Labor: Suppliers must refrain from using any form of child, forced, involuntary or debt bonded labor.
          
    4. Proprietary Information – Any information our suppliers receive through business dealings with GPC must be kept confidential and never used for personal gain. This includes both commercial and technical information.

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