TERMS AND CONDITIONS

1. 1. SERVICES & DELIVERABLES. Seller agrees to provide to Company (hereinafter referred to as “”) the services (“Services”) and for goods (“Goods”, described in any purchase order, in accordance with this Terms and Conditions Agreement). Upon acceptance of a purchase order, shipment of Goods or commencement of a Service, Seller shall be bound by the provisions of this Agreement, including all provisions set forth on the face of any applicable purchase order, whether Seller acknowledges or otherwise signs this Agreement or the purchase order, unless Seller objects to such terms in writing prior to shipping Goods or commencing Services. This writing does not constitute a firm offer, and may be revoked at any time prior to acceptance. This Agreement may not be added to, modified, superseded, or otherwise altered, except by writing signed by an authorized representative. Any terms or conditions contained in any acknowledgment, invoice, or other communication of Seller, which are inconsistent with the agreed to terms and conditions herein, are hereby rejected.
   2. DELIVERY. On Time Delivery is Critical. Delivery of Goods and Services shall be made pursuant to the schedule, via the carrier, and to the place specified on the face of the applicable purchase order. SECS reserves the right to return, shipping charges collect, all Goods received in advance of the delivery schedule. If no delivery schedule is specified, the order shall be filled promptly and delivered according to the terms specified on the
   3. QUALITY:
      • SECS shall have a reasonable time after receipt of Goods or Service deliverables and before payment to inspect them for conformity hereto. If performance tendered does not wholly conform to the provisions hereof, shall have the right to reject such performance. Nonconforming Goods will be returned to Seller freight collect and risk of loss will pass to Seller upon delivery to the common carrier.
      • SECS reserves the right of final approval of product, procedures, processes and equipment.
      • All special processes required by this PO must be performed by qualified personnel.
      • SECS reserves the right to review and approve the sellers Quality Management System. Standard QMS requirements include;
        •  Sellers providing special processing must maintain a system for validating processes.
        •  Customer directed sources must operate in accordance with approved specifications and standards as dictated and controlled by the customer in question.
        •  Suppliers initially approved for use via Certification (ISO, AS9100, ISO 17025, AS9120, etc) must notify our organization of any changes to that certification.
      • Seller shall maintain quality records in accordance with the applicable quality system for a minimum of 7 years from completion of purchased order, (or as directed by contract), at which time they may be discarded.
      • Seller shall notify of changes in processes, product, changes of suppliers, changes of manufacturing facility location, and obtain SEC’s approval.
      • Right of access by SECS, SECS’s customer and regulatory authorities to the applicable areas of all facilities, at any level of the supply chain, involved in the order and to all applicable records 
      •  The seller shall maintain the proper identification and revision status of specifications, drawings, process requirements, inspection/verification instructions and other relevant technical data.
      •  SECS reserves the right to approve or specify any designs, tests, inspection plans, verifications, use of statistical techniques for product acceptance, and any applicable critical items including key characteristics.
      •  Certifications of materials and/or process performed must accompany materials/parts received.
      •  The seller is required to;
        •  Notify SECS of nonconforming product
        •  Obtain SECS approval for nonconforming product disposition
        •  Notify SECS of changes in product and/or process, changes of suppliers, and changes of manufacturing facility locations
        •  Flow down to the supply chain the applicable requirements including customer requirements.
   4. OVER/UNDERS. Goods received with quantity variances greater than 1% as compared to the Purchase Order may be rejected at sole discretion. Rejected Goods will be returned to Seller freight collect and risk of loss will pass to Seller upon delivery to the common carrier.
   5. IDENTIFICATION, RISK OF LOSS, & DESTRUCTION OF GOODS. Seller assumes all risk of loss until receipt by .
   6. GOODS WARRANTIES. Unless stated otherwise in the documents accompanying these terms and conditions, Seller shall warrant all goods against defects in design and performance for a period of one year following delivery. If this Contract is for delivery of goods, Seller shall observe, comply with and afford Buyer all applicable Uniform Commercial Code warranties contained in the New York Consolidated Laws, and Seller hereby acknowledges that Buyer does not waive or accept any disclaimer of any such warranties.
   7. INSURANCE. Upon request, Seller shall provide with what determines, at its sole discretion, to be adequate certificates of insurance or evidence of coverage before commencing performance under this Agreement.
   8. INDEMNITY. Seller shall indemnify, hold harmless, and at ’s request, defend , its officers, managers, customers, agents and employees, against all claims, liabilities, damages, losses, and expenses, including attorneys’ fees and cost of suit arising out of or in any way connected with the Goods or Services provided under this Agreement.
   9. CONFIDENTIALITY. Seller agrees to keep confidential Information in confidence during and following termination or expiration of this Agreement. “Confidential Information” includes but is not Iimited to all information, whether written or oral, in any form, including without limitation, Information relating to the research, development, products, methods of manufacture, trade secrets, business plans, customers, vendors, finances, personnel data, and other material or information considered proprietary by Seller agrees not to copy, alter, or directly or indirectly disclose any Confidential Information. Seller further agrees not to use Confidential Information except in the course of performing hereunder and will not use such Confidential Information for its own benefit or for the benefit of any third party.
   10. NONINTERFERENCE WITH BUSINESS. During and for a period of two years immediately after the termination or expiration of this Agreement, Seller agrees not to solicit or induce any employee to terminate or breach an employment, contractual, or other relationship with.
   11. TERMINATION. may terminate this Agreement upon written notice to Seller if Seller fails to perform or otherwise breaches this Agreement, files a petition in bankruptcy, becomes insolvent, or dissolves. In the event of such termination, shall pay Seller for the portion of the Services satisfactorily performed and those conforming Goods delivered to through the date of termination, less appropriate offsets, including any additional costs to be incurred by in completing the Services.

       may terminate this Agreement for any other reason upon thirty (30) days’ written notice to Seller. Seller shall cease to perform Services and /or provide Goods under this Agreement on the date of termination specified in such notice. In the event of such

       termination, shall be liable to Seller only for those Services satisfactorily performed and these conforming Goods delivered to through the date of termination, less appropriate offsets.

   12. SEVERABILITY. If any provision of this Agreement shall be deemed to be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
   13. LIMITATION OF LIABILITY. In no event shall be liable to Seller or Seller’s Assistants, or any third party for any incidental, indirect, special, or consequential damages arising out of, or in connection with, this agreement, whether or not was advised of the possibility of such damage, and whether or not there is failure of any agreed remedy.
   14. GOVERNING LAWS. This Agreement shall be construed in accordance with, and disputes shall be governed by, the laws of the State of New York excluding its conflict of law rules. Jurisdiction and venue over all controversies arising out of, or relating to, this Agreement shall be New York. Further, Seller shall comply fully with all applicable federal, state, and local laws in the performance of this Agreement including, but not limited to, all applicable employment, tax, export control, and environmental laws.
   15. SECS Inc. reserves the right to require and request evidence of External Providers ensuring that their employees are aware of:
       • Their contribution to product or service conformity;
       • Their contribution to product safety;
       • The importance of ethical behavior
   16. Standards of Business Ethics and Conduct: The Seller shall flow to all subordinate suppliers, at all tiers;
   17. The organization shall plan, implement, and control processes, appropriate to the organization and the product, for the prevention of counterfeit or suspect counterfeit part use and their inclusion in product(s) delivered to the customer.

Form 7P843 (Rev “D”)