CONTRACT TERMS: The following Terms and Conditions shall apply to the purchase of goods and/or services by Lewis-Goetz and Company, Inc. (the “Company”) and are incorporated into and made part of any agreement or proposal between the Company and Supplier. The Company’s acceptance of any goods and/or services is expressly made conditional upon Supplier’s acceptance of the Terms and Conditions contained herein and the Company hereby rejects any additional, different or inconsistent terms, conditions or limitations. These Terms and Conditions may not be changed, modified or amended, in whole or in part, except in writing, signed by an officer of the Company.

PRICES: All pricing on purchase orders is final. We do not acknowledge any written confirmation with pricing changes until a purchase order revision is completed and provided to the supplier.

PURCHASE ORDER CHANGES: Company reserves the right to modify the purchase order with respect to quantities, delivery schedules and/or specifications as desired by Company by issuing one or more Revisions (and/or Releases in the case of BPOs) to Supplier. If Supplier’s costs are reduced because of changes, Supplier shall reduce the purchase order price to reflect all such quantifiable cost savings, whether direct or indirect. If Supplier’s costs are increased because of changes, Company will consider Supplier’s request for a reasonable adjustment to the purchase order price; provided, however that if Supplier does not notify Company of a cost impact within ten (10) days of the issuance of the Revision/Release, then Supplier shall be deemed to waive any claim for a price increase due to the Revision/Release; and provided further, however, that if Supplier does provide notice of a cost impact and the parties cannot agree upon a reasonable price adjustment within ten (10) days of such notice, the Revision/Release will not become effective and Supplier shall not be entitled to any additional compensation or price changes. Written or verbal acceptance of a Revision or Release and/or the provision of goods or services to Company by Supplier shall constitute Supplier’s assent to the changes. Company hereby expressly objects to and rejects any and all additional or different terms (including price changes) proposed by Supplier in any manner, except any that are expressly accepted in writing and reflected in a Revision or Release issued by Company.

PAYMENT TERMS: Unless otherwise agreed to in writing, the Company’s payment terms are prox 30th.

TAXES: Any sales, usage, excise, or other taxes which the Company may be required to pay or collect under any existing or future law with respect to the sale, manufacture, process, delivery, storage, use, consumption or transportation of any goods or services sold to Customer shall be paid by Customer. Customer shall promptly pay the amount of any such tax to the Company upon demand but may, in lieu of such payment, issue tax exemption certificates acceptable to the appropriate taxing authority.

DELIVERY; TITLE; RISK OF LOSS: Titled to, and risk of loss, for all products sold to the Company shall pass to the Company upon delivery to the facilities receiving department.

DELAY/FORCE MAJEURE: The Company and Supplier will not be liable or held responsible for any delays or losses resulting, directly or indirectly from Acts of God, severe weather conditions, labor disputes, governmental actions, inability to obtain permits, licenses, raw materials or shipments of product, war, riots, shortages and any other circumstances or causes beyond the Company’s reasonable control. If such a delay occurs, delivery or performance shall be extended for a period equal to the time lost by reason of delay.

RETURNED GOODS: The Company shall inspect all goods upon receipt and shall be deemed to accept delivery of such goods, unless notice is given to the Supplier in writing of any defect or non-conformity.

WARRANTY/LIMITATION OF LIABILITY: Supplier warrants any products or services furnished herein shall be merchantable and be of good workmanship and quality, free of all defects and fit for the ordinary purposes for which they are used. The products or services shall also meet any applicable specifications and comply with any and all applicable laws, codes, regulations and standards. If the foregoing warranty is breached, Company may, at its election and in addition to any rights or remedies it may have, (i) return such items to Supplier at Supplier’s risk and expense, (ii) require Supplier, at its expense to promptly replace or correct such items, (iii) pending redelivery, require repayment of any amounts paid for returned items, (iv) effect cover by purchase or manufacture of similar items or repair such items at Supplier’s expense, and/or (v) accept or retain non-conforming items and equitably reduce their price. Such remedies are not exclusive, and Company hereby reserves all of its rights and remedies under applicable law.

INSPECTION SERVICES: Notwithstanding payment, passage of title or prior inspection, all items are subject to final acceptance or rejection by Company at the destination specified herein. Supplier agrees that Company and its customers shall have the right to enter Supplier’s facility at reasonable times to inspect the facility, goods, materials and any property of Company covered by the purchase order. Such inspection of the goods, whether during manufacture prior to delivery or within a reasonable time after delivery shall not constitute acceptance of any work-in-progress or finished goods, whether or not a breach of warranty or other defect had become evident at the time.

INDEMNIFICATION: Supplier shall release, defend, indemnify and hold the Company, its shareholders, officers, directors, employees, agents and representatives harmless from and against any claims, demands, causes of action, judgements, proceedings, awards, damages, losses, fines, penalties, costs, expenses and liabilities caused by, arising out of or relating to, the acts or omissions of Supplier, its shareholders, officers, directors, employees, agents or representatives. The Company shall have no duty to indemnify Supplier for any reason not expressly undertaken elsewhere in the Terms and Conditions set forth herein, and in no event will the Company indemnify Supplier for Supplier’s acts or negligence.

SEVERABILITY: Any provision contained herein determined to be unenforceable, illegal or invalid shall be automatically voided and shall not affect the enforceability, legality or validity of the remaining provisions herein.

REMEDIES: Company may withhold out of amounts otherwise due Supplier under the purchase order or any other agreement with Supplier such sums sufficient to compensate itself for any amount at any time that may be owed from Supplier to Company in connection with the purchase order or such other agreement. In addition, Company hereby reserves all additional rights and remedies provided by law or equity.

CANCELLATION: Company may immediately cancel the purchase order, without liability to Supplier, in the event of any of the following or any other comparable events: (i) insolvency of the Supplier; (ii) filing of a voluntary petition in bankruptcy by Supplier; (iii) filing of any involuntary petition in bankruptcy against the Supplier; (iv) appointment of a receiver or trustee for Supplier; or (v) execution of an assignment for the benefit of creditors by Supplier. Company reserves the right to cancel all or any part of the purchase order, without liability to Supplier, if Supplier: (a) repudiates or breaches any of the terms of the purchase order, including Supplier’s warranties and these Purchase Order General Terms and Conditions; (b) fails to perform services or deliver goods as specified by Company; or (c) fails to make progress so as to endanger timely and proper completion of services or delivery of goods; and Supplier does not correct such failure within three (3) days (or such shorter period of time if commercially reasonable under the circumstances) after receipt of notice from Company specifying such failure or breach. Company may also terminate all or any part of the purchase order for its own convenience, in which case Supplier shall be entitled to, but only to, an equitable amount not in excess of its verified direct costs reasonably expended or committed to third parties prior to the notice of termination (less salvage value and any other amounts recoverable by Supplier). The payment required by the foregoing sentence shall constitute Company’s.

AUDIT: Supplier is expected to retain accurate and complete books and records (whether in printed, electronic or other format) covering (i) all costs, expenditures and revenue associated with the work performed or goods supplied, (ii) all amounts invoiced to and paid by Company hereunder, (iii) all claims and other matters involving the business relationship between Supplier and Company hereunder, and (iv) any other matters relating to the purchase order (Supplier’s foregoing and other below identified records being hereinafter called “Books and Records”). Supplier’s Books and Records shall be maintained, preserved and open to inspection and/or audit by designated Audit representatives of Company during reasonable business hours during the life of the purchase order and for a period of three (3) years thereafter. In connection with any audit covered hereunder, Supplier shall, at all times, cooperate fully with designated representatives of Company (i) in arranging interviews with any current or former employees of Supplier, (ii) in providing reasonable and appropriate on-site workspace for use by such designated representatives, and (iii) in otherwise producing or making available all Books and Records covered by this provision. Supplier, through appropriate provision in its subcontracts and purchase orders, shall require its subcontractor(s) and/or supplier(s) to (i) similarly maintain and preserve current, accurate and complete books and records (as described under this section) relating to each subcontract and/or purchase order awarded or issued by Supplier in connection with the purchase order, (ii) permit the inspection and/or audit thereof by Company upon the conditions and time period as provided in this section, and (iii) cooperate fully in the performance of any inspection and/or audit by designated representatives of Company hereunder. Any failure by Supplier to cooperate fully in producing or making available all Books and Records covered by a Company audit request hereunder, so as to permit a timely and complete inspection and audit thereof by Company, or any other failure by Supplier to comply fully with any of the provisions of this section shall entitle Company to terminate the purchase order for Supplier’s default.

CHOICE OF LAW: Any dispute between Supplier and the Company shall be governed by the laws of the Commonwealth of Pennsylvania, except those relating to choice or conflicts of law. Any lawsuit or other action arising out of the agreement between the Company and Supplier shall be filed in a state or federal court of Pittsburgh, Pennsylvania and the parties expressly submit to the exclusive jurisdiction of, and consent to venue in, those courts. In the event of litigation relating to the agreement between the parties, the Company and Supplier agree to waive any right to a jury trial of any and all issues raised in litigation.

Revised September 16, 2013