GENERAL TERMS AND CONDITIONS

1. ACCEPTANCE. This quotation is an offer to sell and provide the goods and/or services listed on the face hereof for the validity period as indicated on the face hereof. If no such validity period is indicated, this quotation is not an offer to sell. Buyer may accept this quotation by signing and returning a copy of this quotation or by returning Buyer’s own form of purchase order/ contract expressly acknowledging the terms set forth herein. Any additional or different terms set forth or referenced in Buyer’s purchase order are hereby objected to by Sparton and shall be deemed a material alteration of this offer and not a part of any resulting order, unless specifically agreed to in writing signed by an authorized representative of Sparton. Buyer’s purchase order shall be deemed accepted only after Sparton’s acknowledgement form is signed by an authorized representative of Sparton and shall not be construed to be accepted by any other action of Sparton, including, but not limited to, commencement of performance. Notwithstanding anything herein to the contrary, Buyer’s acceptance, use, or re-sale of such goods and/ or services shall constitute its express agreement to the terms set forth herein unless otherwise agreed to in writing by Sparton.

2. TERMS OF PAYMENT. Unless otherwise stated on the face of this quotation, all payments are due and payable thirty (30) days from the date of invoice; however, Sparton may require prepayment or other terms. All payments shall be made in US dollars to Sparton at its office in DeLeon Springs, Florida. If all the goods or services covered by this quotation are not delivered or preformed at one time, Buyer shall pay the unit process applicable to the goods delivered or services performed. Each shipment shall be considered a separate and independent transaction. All shipments, deliveries, and performance of work covered by this quotation shall at all times be subject to the credit approval of Sparton. Sparton may at any time decline to make any shipments or deliveries, or perform any work except upon receipt of payment or upon terms and conditions or security arrangements satisfactory to Sparton. All shipments outside of the United States must be prepaid.

3. PRICES. (a) Except as provided in (b) below, the prices for the goods covered hereby shall be those shown on the face of this quotation; provided, however, that if such prices are based on the purchase of a quantity of goods and Buyer fails to purchase such quantity, Sparton shall have the right (in addition to any other rights and remedies Sparton may have) to collect from Buyer the difference between the price paid and by Buyer for the goods purchased and Sparton’s standard price for such goods in the quantity purchased by Buyer. (b) Sparton reserves a security in any goods sold to the extent of the invoiced amount to secure payment of Buyer’s obligations. If Buyer defaults under any obligation hereunder, it agrees to make the goods available so that Sparton may repossess then without breach of the peace. A copy of the invoice may be filed with appropriate authorities at any time as a financing statement to evidence or perfect Sparton’s security interest in the goods. At Sparton’s request, Buyer will execute any instrument Sparton shall desire to perfect it’s security interest.

4. VARIATION IN QUANTITY. (Applicable when standard products have been customized for a specific order) Sparton may ship a quantity which is five percent (5%) more or less than the ordered quantity and Buyer will accept and pay for the quantity delivered at the quoted unit price.

5. CHANGES. Any and all purchase order changes must be written and subject to Sparton concurrence. If any change causes an increase or decrease in the cost of, or the time required for, performance of this order, and equitable adjustment shall be made in the contract price or delivery dates or both, and this order shall be modified in writing accordingly.

6. INSPECTION AND TESTING. All goods may be inspected and tested by Buyer at all reasonable times and places. All inspection and test shall be conducted in a manner so as not to unreasonably delay the work. If such inspection and testing is made on Sparton’s premises, Sparton shall provide, without additional charge, reasonable facilities and assistance for such inspection and tests. All inspection records related to the goods shall be available to Sparton during the performance of the Agreement, and such longer periods as may be mutually agreed. No inspection (including source inspections), test, or acceptance of the goods shall relieve Sparton from responsibility for any defects in the goods or other failures to meet the requirements of this Agreement.

7. DELIVERY. The delivery dates set forth in the quotation are approximate only. Sparton recognizes the desirability of making delivery promptly; however, Sparton shall not be liable for, nor shall Sparton be in breach of, its obligations to Buyer because of any delivery made within a reasonable time after the stated delivery date. Sparton shall not be liable for any late delivery caused by the failure of Sparton to provide any necessary information in a timely manner. As used herein, the term, “Delivery” means delivery FOB (Free Carrier) at Sparton’s facilities. Upon written request by Buyer, Sparton will ship individual units of goods to the destination and via the carriers specified by Buyer, freight collect. When tendered, and during shipment, goods will be packed at Sparton’s expense. Any modification to this shipping standard specified by Buyer will be billable to Buyer.

8. F.O.B. AND RISK OF LOSS. All shipments covered by this question are F.O.B. Sparton’s facility. Sparton’s liability for delivery shall cease upon Sparton’s delivery to the carrier at the F.O.B. point. Title and all risk of loss or damage to the goods shall pass to Buyer upon delivery to the carrier.

9. ACCEPTANCE OF GOODS/ SERVICES. Sparton must be notified in writing of all alleged defects, shortages, or over-shipments within thirty (30) days from receipt of shipment at Buyers facility, and failure of advisement by Buyer within such period will be deemed to be final acceptance of such goods. Buyer’s acceptance shall be conclusive. Sparton shall be solely responsible for determining remedy to correct defects, shortages, or over-shipments.

10. EXCUSABLE DELAY. Sparton shall not be liable for any failure to deliver, or delay in delivery of, any goods or services due to any cause beyond its reasonable control, including but not limited to acts of God, acts of civil or military authority, fires, epidemics, floods, riots, wars, sabotage, labor disputes, governmental actions or inability to obtain materials, components, energy, manufacturing facilities, or transportation. In the event of any such delay, the date of delivery or performance hereunder shall be extended by a period equal to the time lost by reason of such delay. In the event Sparton’s production is curtailed for any of the above reasons, Sparton may allocate its production among its various customers. Such allocation shall be made in a commercially fair and reasonable manner.

11. TAXES. Prices quoted exclude applicable taxes including, without limitation, excise, sales, or use taxes. Any taxes (other than taxes due on Seller’s net income) that are payable on transactions hereunder shall be the responsibility of Buyer. Seller reserves the right to invoice Buyer for any such taxes that are or may become payable by Seller. Buyer shall supply Sparton with a copy of an approximate tax exemption certificate.

12. BREACH. Any one of the following acts by Buyer shall constitute a breach of Buyer’s obligations under the contract formed by acceptance of this question.
(a) Failure to make payment for any goods or services from Sparton when due;
(b) Failure to accept conforming goods or services supplied hereunder;
(c) The failure to obtain written consent of Sparton prior to the return of any goods;
(d) The filing of a voluntary or involuntary petition in bankruptcy (including reorganization) against Buyer, the appointment of a trustee or receiver of Buyer, or an assignment for the benefit of creditors of Buyer.
(e) Any other act by Buyer in violation of any of the provisions of such contract.
In the event that Buyer breaches such contract in any manner set forth above, Sparton may, by written notice to Buyer, terminate the order, or any part thereof, without any liability whatsoever. Buyer shall pay all costs, including reasonable attorney’s fees, incurred by Sparton in any action brought by Sparton to collect payments owing or otherwise enforce its rights.

13. CANCELLATION. Buyer may not cancel the contract formed by the acceptance of this quotation without Sparton’s prior written consent signed by an authorized representative of Sparton. If Buyer attempts to cancel without Sparton’s properly authorized consent, or shall otherwise repudiate this contract, Buyer shall be liable to Sparton for all of Sparton’s costs and non-cancelable commitments incurred to date if such attempted cancellation, plus Sparton’s incidental damages, plus the profit Sparton would have made from full performance of this contract.

14. PATENT INDEMNITY. This section states Sparton’s total responsibility and liability and Buyer’s sole remedy for any actual or alleged infringement of any patent, trademark or copyright by any goods delivered hereunder, or any part thereof. This section is in lieu of and replaces any other express, implied or statutory warranty against infringement of any such rights held by others. Sparton will not be liable for any indirect, special, incidental, or consequential damages resulting from any such infringement.
(a) Sparton shall, as its own expense, defend any suit that may be instituted against Buyer for any alleged infringement of United States patent, trademark or copyright related to the goods covered by this quotation (except goods covered by Section 14 (b) and (c) below), provided that;
(i) such alleged infringement does not arise from the use of such goods as a part of or in combination with any other devices or parts not furnished by Sparton, or from the modification of such goods by a party other than Sparton after delivery by Sparton,
(ii) Buyer gives Sparton prompt notice in writing of any such suit and permits Sparton through counsel of its choice, to answer the charge of infringement and defend such suit; and
(iii) Buyer gives Sparton all the needed information, assistance and authority, at Sparton’s expense, to enable Sparton to defend such suit. In case of a final award of damages in any such suit, and after all courses of appeal have been exhausted or have expired, Sparton shall pay such award but shall not be responsible for any settlement made without its prior consent.

(b) Buyer shall, at its own expense, indemnify and hold Sparton harmless from and against any expense or loss resulting from any infringement of any patent, trademark or copyright arising as a result of Sparton’s compliance with any of Buyer’s designs, specifications or instructions, and shall defend at its own expense, including attorney’s fees, any suit brought against Sparton alleging any such infringement, provided that Sparton
(i) gives Buyer prompt notice of any such suit and permits Buyer, through counsel of its choice, to defend such suit, and
(ii) gives Buyer all needed information, assistance and authority, at Buyer’s expense, necessary for Buyer to defend any such suit.

(c) Buyer shall, at its own expense, indemnify and hold Sparton blameless from and against any expense or loss resulting from any infringement of any patent, trademark or copyright arising as a result of any of the following:
1) Anything buyer provides which is incorporated into a product or service (including, but not limited to specifications, design, documents, reports, or data);
2) Customer’s modification of a product or service;
3) The Combination, operation, or use of a product or service with any product, data, or apparatus that Sparton did not provide; or
4) Infringement by a non-Sparton product alone, as opposed to its combination with products Sparton provides to customers as a system.

15. LIMITATION OF LIABILITY. Seller’s liability for damages arising out of or related to this agreement is limited to the contract price for the specific product or service that gives rise to the claim. In no event will seller be liable for any incidental damages, consequential damages, special damages, indirect damages, loss of profits, loss of revenues, or loss of use, even if informed of the possibility of such damages. To the extent permitted by applicable law, these limitations and exclusions will apply regardless of whether liability arises from breach of contract, loss (including but not limited to negligence), by operation of law, or otherwise.

In the event any products provided under this order are used in any medical applications, Buyer indemnifies and holds Seller harmless from any and all third party liability, including direct product liability.

16. DISPUTES. Any dispute arising under this order which is not disposed of by agreement of the parties shall be decided by a court of competent jurisdiction. Pending settlement of final decision of any such dispute, Sparton shall proceed diligently with the performance of this order in accordance with Buyer’s direction.

17. WARRANTY

(a) Sparton warrants to Buyer, and to no other legal entity, that, for a period of one (1) year after delivery: the Product delivered to Buyer will be
(i) free from defects in material and workmanship and
(ii) free and clear of all liens and encumbrances.
(b) Sparton shall have no responsibility or obligation to Buyer for warranty claims related to: Product failures caused by incompatibility with other systems or devices; Products damaged by misuse, accident, neglect, or improper alterations or repairs, including the use of non-conforming parts; or the failure of the Product to perform or operate other than in conformity with Sparton's technical descriptions.
(c) In the event that any Product manufactured by Sparton is not in conformity with the foregoing warranties, Sparton shall, at Sparton's option, either credit Buyer for any such nonconformity [not to exceed the purchase price paid by Customer for such Product(s)], or, at Sparton's expense, replace, repair or correct such Product(s). The foregoing constitutes Buyer's sole remedies against Sparton for breach of warranty claims. If Sparton elects to repair any such Products, it will use only new parts. Any Products submitted pursuant to the warranty provisions of this Agreement which passes the inspection/acceptance tests, will be returned to Buyer as No Defect Found (NDF) and Sparton will invoice Buyer a per lot testing and handling charge, as quoted, plus return shipping charges. Buyer will be entitled to a remedy hereunder only if it notifies Sparton in writing of the alleged breach of warranty no later than thirty (30) calendar days from the expiration of the warranty or within thirty (30) calendar days of the date of discovery, whichever first occurs. Sparton will pay freight charges for returns.
(d) THE WARRANTIES LISTED ABOVE ARE IN LIEU OF, AND SPARTON EXPRESSLY DISCLAIMS AND CUSTOMER WAIVES ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESSED OR IMPLIED, STATUTORY OR ARISING BY COURSE OF DEALING OR PERFORMANCE, CUSTOM, USAGE IN THE TRADE OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF NON INFRINGEMENT AND ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT WILL SPARTON BE LIABLE TO BUYER OR ANY OTHER LEGAL ENTITY FOR DAMAGES, IN EXCESS OF THE PURCHASE PRICE OF THE PRODUCTS, OR FOR ANY LOSS OF USE, INCONVENIENCE, LOST PROFITS OR ANY OTHER SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER ARISING OUT OF WARRANTY OR OTHER CONTRACT, NEGLIGENCE CLAIM.

18. APPLICABLE LAW. The validity, performance and construction of the terms of this quotation and all sales covered by this quotation shall be governed by the laws of the State of Michigan.

19. FAR/DFAR FLOWDOWN CLAUSES. If a Buyer Order shows on its face that it is placed in support of a U.S. Government funded prime contract or subcontract, the relevant mandatory Federal Acquisition Regulations (FAR), and the Department of Defense Federal Acquisition Regulation Supplement (DFARS) shall apply and are incorporated herein by reference with the same force and effect as if set forth in full text.

20. PRIORITY RATING. If so identified on the face of the Buyer Order that this is a DO or a DX “rated Order” certified for national defense use under the Defense Priorities and Allocations System (DPAS) (15 CFR 700), Sparton shall comply with all provisions of the Defense Priorities and Allocations System Regulations (15 CFR 700).

21. ASSIGNMENT. Buyer may not assign its rights or obligations under this quotation without the prior written consent of Sparton, and any purported assignment without such consent shall have no force or effect.

22. WAIVER. Any waiver by Sparton of any default of Buyer hereunder shall not be deemed to be a continuing waiver of such default or a wavier of any other default or of any of the terms and conditions of this quotation.

23. AMENDMENT. The terms and conditions of this quotation may not be superceded, modified, or amended except in writing by stating that it is such a modification and signed by an authorized representative of each party hereto, provided, however, that Sparton may modify the specifications of the goods sold hereunder if such modification does not change the form, fit or function of such goods.

24. EXPORT CONTROL LAWS. Buyer will not export, either directly or indirectly, any Sparton product or system incorporating such Product without first obtaining any required license or other approval from the U.S. Department of Commerce, or any other required agency or department of the United States Government. Thus, without limiting the generality of the foregoing, the parties shall obtain the prior written approval of the competent authorities of the U.S., or any other country having proper jurisdiction, before any equipment or technology may be resold, sublicensed, diverted, transferred, transshipped, reshipped, or re-exported to, or used in, any country for any purpose other than as described on the applicable export license. Various export control laws of the United States or other countries may restrict or prohibit export of Products sold by Sparton to certain countries. Sparton shall not be liable for anything arising from non-compliance, compliance, or efforts to comply, with export control laws in any jurisdiction. The parties understand and agree that Buyer is subject to all applicable laws and regulations of the U.S. and certain other countries with respect to the export and use of equipment and/ or technology exported from such countries.

25. INTERPRETATION. Ambiguities, inconsistencies, or conflicts of this Agreement will not be strictly construed against the drafter of the contract language; rather, they shall be resolved by applying the most reasonable interpretation under the circumstances, giving full consideration to the intentions of the parties at the time of contracting.

26. SEVERABILITY. The invalidity or enforceability of any particular provisions if this Agreement shall not affect the other provisions within this Agreement, and the remaining provisions of this Agreement shall be construed in all respects as if such invalid or unenforceable provisions were omitted. In the event that any part of this Agreement is held by any court or other judicial or administrative body to be null, void, or unenforceable, said provision shall survive to the extent it is not so declared, and all of the other provisions of the Agreement shall remain in full force and effect.

27. ENTIRE AGREEMENT. This quotation, along with the documents incorporated by reference on the face hereof (but expressly not including any of the terms and conditions of Buyer’s purchase order or any similar document issued by Buyer), constitutes the entire agreement between Buyer and Sparton with regard to the goals or services listed on the face hereof, and expressly supercedes and replaces any prior or contemporaneous agreements, written or oral, relating to such goods or services.

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