Fill and Sign the Purchase Terms Sale Form

Purchase Order and Terms of Sale of Aluminum Extrusions Name ___________________________________________ Address _________________________________________ Supplier ________________________________________ PO# ____________ Attention: _______________________________________ SHIP TO: ___________________________ CHARGE TO: ___________________________ _______________________________________ ___________________________ ___________________________ ___________________________ Customer Code: ______________________ Cancel Date: ______________ Dock Date: __________ Ship Via ___________ FOB ______ Terms ________________________________________ Rep Code _____________________ Item Part Number and Description UM Quantity Price Extension Order Total Terms Purchase Order made on the __________________ (date) , by ________________________ (Name of Purchaser) , a corporation organized and existing under the laws of the state of ______________, with its principal office located at ___________________________________________________________________ _______________ (street address, city, county, state, zip code) , referred to herein as Purchaser , and __________________________ (Name of Supplier) of ___________________________________________ ___________________ (street address, city, county, state, zip code) , referred to herein as Supplier . - 1 - 1. Purchaser Order Terms This Purchase Order constitutes an offer to purchase the Aluminum Extrusions described in Exhibit A attached hereto, made a part hereof, and initialed by both parties, and not an acceptance of any offer to sell, the goods and any services described which may be accepted only in accordance with its terms and without modification, addition, deletion or alteration. In the event Supplier’s quotation, sales proposal, sales order, acknowledgment, confirmation, invoice or other forms state terms additional to or different from those set forth herein, this Purchase Order shall be deemed a notification of objection to such additional and/or different terms and a rejection thereof. Neither Purchaser’s subsequent lack of objection to any such terms, nor the acceptance of any goods or services, shall constitute or be deemed an agreement by Purchaser to any such terms. This Purchase Order, when properly signed by Purchaser and bearing an order number, is the only authorization which shall be recognized by Purchaser for charges to its account the material to be ordered. The quantity of the Product, the price, delivery date, and terms of payment are also described in Exhibit A . 2. Conforming Goods Neither the quantity nor the quality of the goods delivered by Supplier to Purchaser shall differ from those specified on the face of this Purchase Order or in the documents incorporated herein by reference, nor shall any other modifications of this Purchase Order be effective unless such changed quantity or other modification is first confirmed by Purchaser by written change order. Supplier shall make no shipment of nonconforming goods unless first authorized in writing by Purchaser . 3. Warranties A. Supplier warrants that the goods and any services covered hereby shall:  Correspond with the description of the same on the face of this Purchase Order or in the documents incorporated herein by reference,  Conform to any applicable specifications or samples, and  Be new and of the highest quality unless otherwise specified . B. Supplier warrants that neither the goods nor any equipment Supplier brings onto Supplier’s premises shall contain any PCBs, and Supplier must obtain Purchaser's separate written consent for any goods or such equipment to contain any other hazardous substances, including but not limited to ozone depleting substances, chlorinated organic compounds, lead, mercury and asbestos. Supplier also warrants that the goods are, or shall be at the time of purchase free and clear of all liens and encumbrances whatsoever and that Supplier will have good and marketable title to the same. 4. Shipping Supplier shall suitably pack, mark and ship any goods purchased hereunder in accordance with any instructions from Purchaser and the requirements of common carriers so as to secure the lowest transportation costs and to prevent damage to the goods while in transit. Supplier shall be liable for any increased shipping charges or damage to the goods due to its failure to comply. 5. Time Supplier shall provide the goods and/or services at the times provided for herein. If Supplier does not comply with Purchaser ’s delivery schedule, Purchaser at its sole option may either approve a revised schedule or may terminate the Purchase Order without liability to Supplier and without prejudice to any other rights that Purchaser may have on account of Supplier ’s default. 6. Inspection and Testing Purchaser shall be entitled to inspect and test any goods purchased hereunder both before and after delivery thereof and under operating conditions if the goods are to be installed in Purchaser ’s plant or other operating facility. If upon inspection or testing, such goods or any portion thereof are found to be nonconforming, defective, of inferior quality or workmanship, or fail to meet any warranties or operating or other specifications contained herein or any other requirements of this Purchase Order, then without prejudice to any other rights or remedies which Purchaser may have, Purchaser may return the goods or any part thereof to Supplier , and all amounts paid by Purchaser to Supplier on account of the returned goods, together with any costs incurred by Purchaser in connection with the delivery, removal or return of such goods, shall be - 2 - paid to Purchaser by Supplier . Neither any inspection nor any failure to make inspection nor any acceptance of the goods shall release Supplier from any of the warranties or other provisions of this Purchase Order nor impair Purchaser ’s right to reject nonconforming goods. Purchaser reserves the right, even after it has paid for and accepted the goods, to make claim against Supplier on account of any goods which are defective or otherwise non-conforming, irrespective of Purchaser ’s failure to notify Supplier of a rejection of nonconforming goods or revocation of acceptance or to specify with particularity any defect in nonconforming goods after rejection or acceptance. At any reasonable time, Supplier shall permit Purchaser , its customers and regulatory authorities the right of access to all of Supplier 's facilities involved in the Purchase Order and to Supplier 's applicable records. 7. Purchaser’s Property Unless otherwise agreed to in writing, all material of every description furnished to Supplier by Purchaser or specifically paid for by Purchaser and any replacement thereof, or any material affixed or attached thereto, shall be and remain the personal property of Purchaser . Such property, and whenever practical each individual item thereof, shall be plainly marked or otherwise adequately identified by Supplier as “Property of Name of Purchaser” and shall be safely stored separate and apart from Supplier ’s property. Supplier shall not substitute any property for Purchaser ’s property and shall not use such property except in filling Purchaser ’s Purchase Orders. Such property while in Supplier ’s custody or control shall be held at Supplier ’s risk, shall be kept insured by Supplier at Supplier ’s expense in an amount equal to the replacement cost with loss payable to Purchaser and shall be subject to removal by Purchaser at Purchaser ’s written request in which event Supplier shall prepare such Property for shipment and shall deliver to Purchaser in the same condition as originally received by Supplier except for normal wear and tear. 8. Patents, Trade Secrets, Copyrights and Trademarks Supplier shall indemnify, defend and hold Purchaser (including its successors in interest) harmless from and against all claims arising out of any infringement of patents, copyrights, trademarks or other intellectual property arising out of Purchaser ’s purchase, use or sale of goods supplied under this Purchase Order, and to defend at Supplier ’s expense, including reasonable attorneys’ fees, any and all suits or actions, based on such claims. 9. Liability and Indemnification Supplier shall indemnify, defend and hold Purchaser , its subsidiaries, its affiliated companies and the directors, officers, employees, agents and representatives (collectively, the indemnified parties) or any of the foregoing from and against any and all suits, actions, legal proceedings, claims, demands, damages, costs and expenses of whatsoever kind or character, including, without limitation, on account of personal injuries, including death, or property loss or damage (collectively, claims ) asserted against any of the indemnified parties or to others arising out of or in any manner connected with the purchase of any goods or services provided hereunder, and arising from the breach of this Purchase Order or caused by the negligent or willful act or omission to act of Supplier , and Supplier shall, at its own expense, defend any and all actions based on such negligent or willful acts or omissions to act, and shall pay all charges or attorneys and all costs and other expenses arising out of these obligations of indemnification. Notwithstanding the foregoing, Supplier shall indemnify the indemnified parties from any claims arising from personal injuries to any of Supplier ’s employees or invitees except to the extent the injuries are caused by the willful misconduct or gross negligence of Purchaser or Purchaser ’s employees. Supplier ’s obligations under this Article 9 and under Article 8 shall continue without limitation as to time, notwithstanding the extinguishment of other rights and duties under this Purchase Order by completion, Purchaser Order termination or cancellation or any other manner. 10. Default Purchaser reserves the right to terminate, without liability, all or any part of the undelivered portion of this Purchase Order for any breach by Supplier of any of the terms hereof including warranties of Supplier . 11. Taxes Supplier ’s prices shall be exclusive of any governmental impost or duty and of any federal, state or local sales, use or excise taxes levied upon, or measured by, the sale, sales price, value or use of the goods to be supplied under this Purchase Order. Supplier shall list separately in its pricing quotations and on its invoices any such impost, duty or tax lawfully applicable to any such goods which is payable by Purchaser and with - 3 - respect to which Purchaser does not furnish Supplier lawful evidence of exemption. Supplier ’s price shall be deemed to include all other federal, state, local and other governmental taxes, imposts and duties. 12. Compliance with Law Purchaser and Supplier shall comply with all applicable federal, state and local laws, ordinances and regulations, whether existing or hereafter enacted, in connection with its performance of this Purchase Order; and Supplier warrants that all goods and services delivered hereunder shall so comply as of the date of delivery, while in the form, state and condition supplied. 13. Severability The invalidity of any portion of this Purchase Order will not and shall not be deemed to affect the validity of any other provision. If any provision of this Purchase Order is held to be invalid, the parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both parties subsequent to the expungement of the invalid provision. 14. No Waiver The failure of either party to this Purchase Order to insist upon the performance of any of the terms and conditions of this Purchase Order, or the waiver of any breach of any of the terms and conditions of this Purchase Order, shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred. 15. Governing Law This Purchase Order shall be governed by, construed, and enforced in accordance with the laws of the State of ________________. 16. Notices Any notice provided for or concerning this Purchase Order shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each party as set forth at the beginning of this Purchase Order . 17. Mandatory Arbitration Any dispute under this Purchase Order shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect. 18. Entire Agreement This Purchase Order shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Purchase Order shall not be binding upon either party except to the extent incorporated in this Purchase Order. 19. Modification of Purchase Order Any modification of this Purchase Order or additional obligation assumed by either party in connection with this Purchase Order shall be binding only if placed in writing and signed by each party or an authorized representative of each party. 20. Assignment of Rights The rights of each party under this Purchase Order are personal to that party and may not be assigned or transferred to any other person, firm, corporation, or other entity without the prior, express, and written consent of the other party. 21. Any reference to a party includes that party's heirs, executors, administrators, successors and assigns, singular includes plural and masculine includes feminine. WITNESS our signatures as of the day and date first above stated. - 4 - ____________________________ (Name of Purchaser) ________________________ By: _____________________________________ (P rinted name) (P rinted name & Office in Corporation) ________________________ __________________________ (Signature of Supplier) (Signature of Officer) - 5 -