1. ACCEPTANCE – This Purchase Order (“PO”) constitutes the offer of Jackson WWS, Inc. (“Jackson”) to the Seller identified on the PO (“Seller”) and is subject to withdrawal at any time prior to communication of acceptance to Jackson. Acceptance by Seller shall be limited to the terms set forth herein, including such terms as may be included under Clause 2, and upon such acceptance, the terms set forth in this PO and included herein under Clause 2 shall constitute the entire agreement relating to the purchase of the goods or services ordered on the face hereof and shipment or delivery of said goods or performance of services by Seller shall be deemed to be acceptance of said terms in their entirety.  Seller is hereby notified of Jackson’s objection to any terms inconsistent herewith and to any additional terms proposed by Seller in accepting or acknowledging this PO and such terms shall not become a part of this agreement unless accepted in writing by Jackson.  Neither Jackson’s subsequent lack of objection to any such terms, nor the acceptance of goods or services ordered hereby, shall constitute or be deemed an agreement by Jackson to any such terms.  This PO may only be accepted by Seller, and once accepted, Seller may not assign the agreement created thereby without Jackson’s prior written consent.  No changes, additions or modifications of any of the terms or conditions hereof shall be binding on Jackson unless in writing signed by an authorized representative of Jackson.
2. INCORPORATION OF TERMS – If this PO is for delivery of goods or performance of services under any existing written contract, the terms thereof shall also apply and shall prevail if in conflict herewith in any respect unless otherwise indicated in writing by Jackson. Furthermore, unless otherwise stated on the front of this PO, the terms of payment shall be 2% 10 Net 60 days.
3. PRICE – This PO shall not be filled at prices higher than those shown herein, unless such increased prices have been authorized in writing in advance by Jackson. Seller warrants that the prices charged for good or services ordered herein are equivalent to the prices charged to other similarly situated customers for similar quantities of goods or services of like quality.
4. TAXES – Except as otherwise provided herein, all prices are exclusive of all applicable federal, state and local use, sales and similar taxes. When applicable, such taxes shall appear as separate items on Seller’s invoice.
5. CASH DISCOUNT – Any applicable discount period shall be calculated from the date an acceptable invoice is received by Jackson on or after receipt of the goods ordered.
6. DELIVERY – Time is of the essence of this PO, and delivery shall be strictly in accordance with the schedules set forth in this PO. Delays in shipment shall be reported immediately by Seller to Jackson. Jackson reserves the right to cancel this PO in whole or in part if Seller should fail to make deliveries in accordance with the terms hereof.
   Further, if Seller’s acts or omissions result in Seller’s failure to meet Jackson’s delivery requirements and Buyer requires a more expeditious method of transportation for the goods than the transportation method originally specified by Jackson, then at Jackson’s option Seller will (i) promptly reimburse Jackson the difference in cost between the more expeditious method and the original method, (ii) allow Jackson to reduce its payment of Seller’s invoice by such difference, or (iii) ship the goods as expeditiously as possible at Seller’s expense and invoice Jackson for the amount which Jackson would have paid for normal shipment.
7. INSPECTIONS – Goods and services purchased hereunder are subject to Jackson’s inspection and approval within a reasonable time, which in no case shall be less than 60 days after delivery. If goods or services do not conform to applicable instructions, specifications, drawings or descriptions, said non-conforming goods or services may be returned or rejected at Seller’s expense and Seller assumes the risk and agrees to be liable for all damages incurred by Jackson as a result of or in connection with the return or rejection.  Payment shall not constitute an acceptance of the goods or services nor impair Jackson’s right to inspect or any of its remedies.
8. REMEDIES – In addition to all other remedies provided to Jackson upon Seller’s default hereunder, Jackson reserves the right to cancel and terminate any portion of this PO and/or any of its obligations hereunder, without further liability to Seller hereunder, if the goods or services or any part thereof described herein shall not conform to applicable specifications or to Seller’s representations or warranties, express or implied, or if the goods or services, or any part thereof are not delivered or performed at the times at the places, in the manner, at the prices and in the quantities set forth on this PO, or if Seller otherwise breaches its obligations under the agreement created by this PO in any respect. However, Jackson, at its option, may accept the late or non-conforming goods or services and Seller will agree to an equitable adjustment in the price of those goods or services.  Any acceptance by Jackson of late or non-conforming goods or services shall apply solely to such goods or services and shall not constitute or be construed as a waiver of any of the terms herein, or Seller’s obligations hereunder, and shall not prejudice Jackson’s rights or remedies concerning any other goods or services.
9. PASSAGE OF TITLE AND RISK OF LOSS – Unless otherwise specified in writing by Jackson shipments shall be F.O.B. origin. When shipment is F.O.B. origin, title and risk of loss or damage shall pass to Jackson upon Seller’s proper delivery to the common carrier, provided, however, that Seller shall be responsible for any loss or damage due to its failure to preserve, package, handle or properly pack the goods. When shipment is F.O.B. destination, title and risk of loss or damage shall remain with Seller until delivery to Jackson at its “ship to” location Jackson shall not be required to assert any claims against common carriers.
10. OVERSHIPMENTS – Subject to its rights of inspection and acceptance, Jackson will be liable for payment only for quantities ordered and delivered to the proper Jackson location in accordance with the instructions herein. If Seller ships in advance of the designated shipment date, at its option Jackson may either return the goods or delay processing the invoice until the confirmed delivery date. Over shipments shall be held by Jackson at Seller’s risk and expense for a reasonable time awaiting shipping instructions from Seller. Returns shall be at Seller’s risk and expense, including transportation charges.
11. WARRANTY – Seller represents and warrants that the goods and services furnished under this PO are (i) of merchantable quality; (ii) fit for use for the particular purposes for which they are purchased by Jackson; (iii) free from all defects in design, workmanship, and material; (iv) in strict accordance with the specifications, and/or to samples, drawings, designs or other specifications hereof approved or adopted by Jackson, unless otherwise agreed in writing; and (v) free and clear from any lien, encumbrance or rightful claim of any third party. Jackson retains its right to reject any goods or services which are not as warranted for the longer of Seller’s normal warranty period or the twelve-month period following the date of receipt of such goods or services. In the event of rejection of said goods or services Jackson may at its option (i) hold such goods or services at Seller’s expense for Seller’s disposition and Seller shall refund the purchase price applicable thereto; (ii) return them to Seller at Seller’s expense for a refund by Seller of the purchase price applicable thereto; (iii) return them to Seller for repair or replacement at Seller’s expense and Seller shall promptly repair or replace them; or (iv) repair them and recover Jackson’s reasonable expenses related to such repair. Jackson reserves the right to cancel this PO without liability (except for goods or services performed and finally accepted) if any of the goods or services performed are not as warranted herein, or if they are not shipped or performed in compliance with any applicable schedule.
    These warranties and remedies are in addition to, and shall not be construed as restricting or limiting any warranties or remedies of Jackson, express or implied, in this PO or which are provided by law or exist by operation of law.
12. SETOFF – All claims for monies due or to become due from Jackson shall be subject to deduction by Jackson for any abatement, reduction, setoff, defense, counterclaim or recoupment arising out of this or any other of Jackson’s transactions with Seller.
13. CHANGES– Notwithstanding anything contained herein to the contrary, Jackson may make changes in Jackson-supplied drawings, designs and specifications at any time effective when received in writing by Seller. Jackson may also make changes in the method of shipping or packing and place of delivery by any means of communication. If any change affects the cost or delivery schedules of goods or services ordered herein, an equitable adjustment shall be made provided that Seller has made a written claim therefore within 15 days from the date Jackson notifies Seller of the change, and provided further that Jackson has agreed in writing to said adjustment.
14. TERMINATION– Jackson may terminate this PO or any part hereof in the event of any default by the Seller or if Seller otherwise fails to comply with any of the terms and conditions of this PO. Late deliveries or deliveries of goods or services which are defective or which do not conform to this PO shall all be causes among others, for allowing Jackson to terminate this PO. In the event of termination pursuant to this Clause 14, Jackson shall not be liable to Seller for any amount (including incidental or consequential damages), and Seller shall be liable to Jackson for any and all damages sustained by reason of the default or other occurrence, which gave rise to the termination.
15. INDEMNITY – Seller agrees, at its own expense, to defend, indemnify and hold harmless Jackson, its affiliates and their customers, from and against any and all claims, recall campaigns or other corrective service actions, losses, damages (whether direct, indirect, special or consequential), awards, interest, costs and expenses (including attorneys’ fees) in any manner arising out of or alleged to have resulted from Seller’s goods or services, including without limitation, due to a breach by Seller of any representation, warranty, covenant, agreement or obligation under this PO, any injury, death, or property damage or any allegation of infringement of any patent, trademark, copyright, trade secret or other right.
16. GOVERNMENTAL COMPLIANCE
    1. Seller represents, warrants and covenants that it will comply with, and that its goods and services provided under this PO will comply with, all federal state and local laws and regulations applicable to performance of its obligations hereunder, including (to the extent applicable and without limitation), the Fair Labor Standards Act of 1938, as amended, the Williams-Steiger Occupational Safety and Health Act of 1970, as amended, the Service Contract Act of 1965 as amended, and the Equal Employment Opportunity clauses prescribed by Executive Orders regarding non-discrimination because of race, creed, color, sex, age, national origin, physical or mental handicap, or veteran status. Executive Order 11246 and related orders.
    2. If the goods ordered herein are purchased for incorporation into products sold under a United States Government contract or subcontract, the terms required to be inserted by that contract or subcontract shall be deemed to apply to this PO.
    3. Seller warrants that each chemical substance constituting or contained in goods sold hereunder is on the inventory of Chemical Substances complied and published by the Administrator of the Environmental Protection Administration pursuant to the Toxic Substances Control Act.
17. COUNTRY OF MANUFACTURE– Upon Jackson’s request. Seller agrees to provide Jackson with a signed affidavit of the country of origin for goods delivered hereunder.
18. DUTY DRAWBACK RIGHTS– If the goods delivered hereunder are imported and dutiable, Seller agrees to allow Jackson to be the importer of record where possible, or upon request of Jackson, Seller agrees to provide Jackson with documents required by U.S. Customs regulations to prove importation and transfer duty drawback rights to Jackson.
19. CONFIDENTIAL INFORMATION– Seller agrees that it will treat as confidential and will not at any time, without the prior written approval of Jackson, use (other than as required by Seller to manufacture and/or deliver the goods or services ordered herein) or publish, disclose, copyright, reproduce or authorize anyone else to use, publish, disclose, copyright or reproduce any drawings, designs, processes, procedures, or any other information provided by Jackson to Seller, whether orally or in writing, of a scientific technical or proprietary business nature.
20. REMOVAL OF PROPERTY OWNED BY JACKSON – Seller agrees that Jackson, or any authorized representative hereof, may at any time, during normal business hours, enter upon Seller’s premises and remove any tools, molds or other items owned by Jackson which Jackson may have authorized Seller to use in connection with the manufacture and/or delivery of the goods or services ordered herein.
21. PROPRIETARY RIGHTS – Seller will not sell or otherwise dispose or transfer any goods that are supplied to Jackson under a PO and that incorporates any trademark, patentable invention, copyright work, industrial design, Confidential Information or other matter that is the subject of any intellectual property right of Jackson to any party other than Jackson except when specifically authorized by Jackson in writing. Any ideas, inventions or discoveries resulting from Jackson’s use of goods sold hereunder or related thereto will be the sole property of Jackson. Any documents, including drawings and specifications, produced or acquired by Seller under a PO will belong to Jackson, subject only to Seller’s patent rights, if any, but without any other restrictions on Jackson’s use, including reproduction, modification, disclosure, or distribution of the documents or the information contained therein.
22. FORCE MAJEURE – Jackson may cancel any portion of this PO or any goods or services ordered hereunder if Jackson finds it impractical to accept such goods or services due to causes beyond its control, including without being limited to fires, floods, labor troubles, strikes, shortages of materials or labor breakdowns, act of God, or act of any government. If Seller is unable to perform its obligations hereunder, Jackson may acquire from others such goods or services as Jackson may deem necessary and, at Jackson’s option, the quantity of such goods or scope of the services ordered from Seller may be proportionately reduced, or Jackson may cancel the portion of this PO without any further liability.
23. INSURANCE – Seller shall maintain public liability, property damage and employer’s liability and compensation insurance in amounts sufficient to cover Seller’s obligations under this PO as well as protect Jackson from risks and from any claims under any applicable worker’s compensation and/or occupational safety and health acts. Any person(s) furnished by Seller for the performance of work hereunder shall for all purposes be considered Seller’s employees or agents.
24. RECORDS – Seller shall maintain complete and accurate records of all transactions and activities of Seller that relate to Seller’s sale or provision of goods under this Agreement and shall permit Jackson and its agents, upon reasonable prior notice, to enter Seller’s premises during Seller’s normal business hours to inspect the facility and those records that are reasonably asked for and are reasonably available, to the extent that Jackson believes in good faith that an inspection and/or audit of the facility and/or records is necessary to determine whether Seller is complying or has complied with its obligations under this PO.
25. MISCELLANEOUS
    1. Seller agrees that whenever an actual or potential labor dispute, delays or threatens to delay the timely performance hereof Seller shall immediately give written notice thereof to Jackson.
    2. In the event Seller becomes insolvent or unable to pay its debts as they mature, or in the event a proceeding is instituted by or against Seller alleging that Seller is insolvent or unable to pay its debts as they mature, or in the event a petition under Title 11 of the United States Code (entitled “Bankruptcy”) is filed by or against Seller or in the event of the appointment for Seller, with or without Seller’s consent, of an assignee for the benefit of creditors or of a receiver, Jackson shall be entitled to cancel any unfilled part hereof, without any liability whatsoever.
    3. Seller shall not delegate or otherwise subcontract any duties or obligations and shall not assign any rights or claims under this PO or arising from its breach without the prior written consent of Jackson. Any such attempted delegation or assessment shall be void.
    4. The waiver of any term, condition or provision of this PO by Jackson shall not be construed as a waiver of any other term, condition or provision, nor shall such waiver be deemed a waiver of any subsequent breach thereof.
    5. Should it be necessary for Jackson to initiate legal proceedings to enforce any provision hereof, Jackson shall, in addition to all other rights at law, be entitled to reasonable attorney’s fees from Seller.
    6. Any notices, required to be given hereunder shall be sent in writing, by first class mail or hand delivery, to Seller’s “issued to” address or Jackson’s acknowledgment to address on the face of this PO, as applicable. Stenographical, typographical and clerical errors are subject to correction.
    7. This PO shall be interpreted and governed in all respects by the laws of the state of Jackson’s “ship to” address indicated on the face hereof. Seller hereby consents to the jurisdiction and venue of the courts within said state.
    8. Should any provision of this PO, for any reason, be invalid under applicable law, such provision shall be ineffective only to the extent of such invalidity, without invalidating the remaining provisions of this PO.