Purchase Order Terms & Conditions:

To All Weiler Corporation Suppliers:

Weiler will be discontinuing its practice of using purchase orders with the standard terms and disclaimers printed on the back of each purchase order. Those terms and disclaimers will be replaced by the following document, which should be kept as a permanent part of your Weiler Corporation file; as it will pertain to every purchase order sent out by Weiler Corporation.

1. Special Notes And Instructions To Supplier:
Show the order number on shipping notices, packing slips, invoices, packages and correspondence.
A packing slip must accompany each shipment, showing our P.O. number and complete description of contents.
Please furnish the above in accordance with all conditions specified in the purchase order and all attachments thereto.
Any deviation from routing as specified on the face of the order may result in penalty or other charges being back charged to supplier. Sub suppliers if any, should be notified.
Mail one copy of invoice with original B/L to accounts payable department.
Any shipments against the order not in compliance with notes "A" through "E" above are returnable at supplier's expense.
Unauthorized shipments in excess of 10% of the specified quantity are returnable at supplier's expense; unless otherwise specified in the text of the purchase order.

General Provisions Of Purchase Order:

The provisions and conditions contained herein are applicable to the purchase order and constitute a part thereof.

2. Definitions:
The term "purchaser" as hereinafter used means " Weiler Corporation" and the term "seller" means the person, firm or corporation from which the merchandise described on purchase order has been ordered.

3. Acceptance:
This order becomes the exclusive agreement between the parties here to for the merchandise ordered subject to the terms and conditions here of when accepted by deposit of any check attached hereto, Confirmation or commencement of performance. If a confirmation form is attached, it must be signed by an authorized representative of seller and returned to purchaser within ten (10) days of the date of the order, additional or different terms proposed by seller, including seller's
confirmation forms shall not be applicable unless accepted in writing by purchaser. No modification or revision to this order shall be valid unless in writing and signed by purchaser.

4. Changes And Discrepancies:
Purchaser shall have the right at any time before completion of the order, by written notice, to make changes in quantities, in drawings and specifications in delivery schedules, and in methods of shipment and packaging, if such changes cause an increase or decrease in the price or in the time required for performance,
seller shall promptly notify purchaser thereof in writing and an equitable adjustment shall be made. No charge will be valid unless submitted to purchaser within thirty (30) days from date of change & changes shall not be binding upon purchaser unless evidenced by an order issued and signed by purchaser.

5. Packing:
No charge will be allowed or paid by purchaser for tapes, transportation, packing or crating unless expressly ordered in writing by purchaser. Damage to any material not packed or crated to insure proper protection to same shall be repaired or
replaced at the expense of the seller. If returned to the seller, it shall be at the seller's expense. A packing list must accompany each shipment and include the following information: purchaser's purchase order number, quantity and description of material. When material is shipped from the supplier of the seller direct to
purchaser, the seller's name must be shown on the packing list, all containers must be marked with the purchaser's purchase order number and number of containers in that shipment.

6. Shipment:
All shipments shall be made as noted on the face of the purchase order and notices sent to the consignee, ship via parcel post, express, rail, or lowest licensed truck rate; whichever rate is lower, if "best way" is indicated as a method of delivery.
C.O.D. shipment will not be accepted unless agreed to prior to shipment. C.O.D. payments do not waive the right of purchaser to inspection and acceptance or rejection of the materials so supplied.

7. Inspection:
All items to be delivered to the Weiler Corporation shall, at all times and places, including during the period of manufacture, be subject to inspection and test by Weiler. Regardless of any prior payment in whole or in part to seller for goods called for in the purchase order, all materials and workmanship shall be subject to final inspection, test, and approval at plant of purchaser. Purchaser shall have the right, not withstanding any such prior payments, to reject articles which contain defective material or workmanship or which do not conform to specifications or
standards, neither the inspection nor acceptance of merchandise shall release the seller from any of the warranties or other provisions of the purchase order. Rejected articles shall be removed at the expense of the seller, including transportation both ways, promptly after notification of rejection.

8. Assignments And Subcontracts:
The purchase order may not be assigned by seller nor may assignment of monies due or to become due hereunder be made by seller without the prior written approval of purchaser. No subcontract shall be made by seller for the furnishing of any of the work or items authorized herein without the prior written approval of purchaser.

9. Default:
Time is of the essence in the performance by seller of all the provisions, terms and conditions of the purchase order. In the event delivery is not made when and as specified, or of the breach of any of the terms or conditions of the purchase order
by seller, or in the event of any proceeding by or against seller in bankruptcy or insolvency or for appointment of any receiver or trustee or any general assignment for the benefit of creditors. Purchaser may, in addition to any other remedy provided by law or other rights reserved to it elsewhere in the purchase order
without any liability to seller or account thereof by electronic or written notice, terminate all or any part of the purchase order, procure the supplies or services provided for else-where herein on such terms and under such conditions as are reasonable in the discretion of purchaser and seller shall be liable to pay to
purchaser any excess cost or other damages caused purchaser as result thereof.

10. Warranties:
Seller warrants that said merchandise shall be free from defects in workmanship and material and will correspond with the description of the same on the purchase order will conform to any applicable specifications and shall be of good merchantable quality and fit for the known purpose for which it is sold. Seller also warrants that said merchandise is free and clear of all liens and encumbrances whatsoever and that seller has a good and marketable title to same and seller agrees to hold purchaser free and harmless against any and all claims to said
merchandise. Seller warrants that all merchandise delivered pursuant to the purchase order shall have been produced, sold and delivered to purchaser in compliance with all applicable laws and regulations including executive order 11246 as amended relating to equal employment and that the prices therefore are applicable price established by law or governmental regulation, seller promises to give a written, signed certification in the following words or substantially equivalent thereto if requested "we hereby certify that the goods covered by this invoice were produced in compliance with all applicable requirements of the fair labor standards act as amended, including, but not limited to sections 6, 7 and 12 thereof and of the regulations and orders of the United States Department of Labor issued under section 14 thereof".

11. Patent Indemnity:
Seller agrees to defend and hold harmless and to indemnify purchaser, it's customers, subcontractors and suppliers against any and all claims or suits for infringement of any patents, copyright or trademarks whether one or more and against any damages, costs and expenses arising there from as a result of the
manufacturer sale or the normal use of these supplies or services here in contracted for, providing purchaser shall give seller prompt notice of any claim or suit and reasonable opportunity to defend against same.

12. General:
Purchaser reserves the right to correct obvious clerical or typographical errors with no liability when seller has knowledge that actual or potential labor dispute is delaying or threatening to delay the specified delivery of the order. The seller shall immediately give notice to purchaser including all relevant information pertaining thereto.

13. The seller shall not without prior written consent of purchaser in any manner advertise or publish the fact that purchaser has placed this order, blue prints, models, specifications or any other information supplied by the purchaser for use on the purchase order shall be considered the sole property of purchaser and confidential between the seller and purchaser. Its use shall be restricted to the purchase order. It's improper use shall constitute default.

14. Prices And Payments:
Purchaser shall pay the price(s) stipulated on the purchase order unless otherwise specified herein. Payment shall be due after receipt and inspection of the material or work subject to the purchase order at the premises designated by purchaser on the purchase order or the receipt by purchaser of proper invoices, whichever is later. Prices, if not specified, are not to exceed those of last invoice.

15. Execution And Interpretation:
The purchase order, when confirmed shall be a contract deemed to have been executed and performed in, and subject to interpretation under the laws of the state of Pennsylvania.

16. In the event the purchaser undertakes an action against the seller, regarding the purchase order, the purchaser shall be entitled to costs and fees, including attorney's fees as determined by the court.

17. Insurance:
The seller shall provide insurance liability to the employees engaged on the work and to the public and property damage insurance coverage before any of his employees shall do any work upon the premises of Weiler Corporation. The seller shall furnish to the plant specified an insurance company certificate that such coverage has been provided and shall agree that such coverage shall not be allowed to expire until the entire work has been completed and accepted.

18. The products listed on the purchase order must meet the requirements and specifications of the standards under the OSHA of 1970.

19. Weiler Corporation suppliers must conform to all Weiler quality requirements, which include all inspection characteristics on Weiler Engineering drawings, all Weiler specifications (WS) and the Weiler Supplier Assurance Program defined by WQ-1. Suppliers are responsible for assuring that the latest revision levels on the above mentioned documents are being used to manufacture product or services ordered by Weiler Corporation. Weiler Corporation wishes to partner with suppliers who are committed to work within a Total Quality Management System structured to meet the requirements of ISO 9001/9002.