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TERMS AND CONDITIONS OF PURCHASE APPLICABILITY

TERMS AND CONDITIONS OF SALE APPLICABILITY

KITCO TERMS AND CONDITIONS OF SALE APPLICABILITY

These terms and conditions of sale are applicable to all sales made by Kitco, Inc. (hereinafter "Kitco") to its customers (hereinafter "Customer") unless otherwise negotiated and contracted to in writing at time of sale. By accepting delivery, Customer agrees to be bound by these terms and conditions of sale, notwithstanding Customer's terms and conditions whether or not supplied to Kitco at any time.

ORDER ACKNOWLEDGMENT Upon Customer's request, Kitco will acknowledge receipt of hard copy purchase orders, and their acceptance or denial, via e-mail or fax within one (1) working day. For typical two-day processing, Customer's invoice will serve as order acknowledgment. For orders placed on the Kitco e-commerce Website, e-mail confirmation will be sent automatically.

ORDER INFORMATION REQUIREMENTS The following information MUST BE INCLUDED on the face of the order: (1) country of final destination, (2) Department of State export license number and expiration date, if applicable, (3) aircraft or applicable end item, (4) Kitco's quotation number, and (5) if for resale to the U.S. or a Foreign government, also include the government contract number. No order will be accepted without this information.

ORDER MINIMUMS E-commerce order minimums, for orders placed over the website, are $50 per order and $12.50 per line, while minimums for orders not placed through the website are $75.00 per order and $35.00 per line.

PRICE QUOTES Quotes are generally valid for 30 days. Every effort will be made to maintain listed or quoted prices, however, prices are subject to change without notice due to among other things changes in costs of material and/or manufacturing services. Prices and availability information received from Kitco Sales Representatives or obtained through Kitco's e-commerce Website are quotations and DO NOT constitute legally binding offers.

PAYMENT TERMS Shipments to a Customer who has not established credit terms will be made on a C.O.D. basis or charged to a credit card (VISA or Mastercard only). Invoices will be faxed at time of shipment. Payments from a Customer given open terms should be mailed to the address shown on the invoice within thirty (30) days of receipt of the invoice or else such invoice balances will be subject to an interest charge of 1.5% per month until paid and any collection costs or fees incurred. Accounts with unpaid balances over sixty (60) days will be placed on credit hold. Kitco reserves the right to modify or withdraw credit terms and/or credit limits at any time without notice and to require guaranteed security or payment in advance for the amount of the order.

CREDIT APPLICATION A Customer that wishes to pay on credit terms but has not established credit with Kitco must fill out and sign an "Open Credit Application" form and fax the completed form back to 801-489-2101. The form is available online as an Adobe Acrobat PDF document. Click Here to download the form [130 kb]. Adobe Acrobat Reader is required to view the file. Customer can open the form (creditapp.pdf) in Acrobat Reader, print it, complete and sign it, and fax it back to Kitco. Once Kitco has received a completed credit application, Customer is eligible for a small line of instant credit. Customer's credit amount is subject to increase after review of Customer's credit application. If you do not have Acrobat Reader, or if you have questions about using Acrobat Reader and PDF files, Click Here.

DELIVERY The delivery schedule is as quoted, but is negotiable upon receipt of order. Stock items are subject to prior sale. Stocked items will be shipped within 72 hours unless delayed delivery is requested. If Kitco is out of stock, Customer will be notified and a lead time will be provided for any back-ordered item. ALL ORDERS WILL BE SHIPPED F.O.B. SPRINGVILLE, UTAH VIA FEDERAL EXPRESS, EXPRESS SAVER PACKAGE (FEG) UNLESS OTHER ARRANGEMENTS HAVE BEEN MADE.

CERTIFICATION Kitco maintains complete traceability on all items. All shipments are accompanied by a Kitco Certificate of Conformance at no additional charge. If a copy of the supplier's certification is required, this must be stipulated on Customer's purchase order and an additional charge may be assessed.

PACKAGING Packing will be standard quality bulk commercial packaging unless otherwise specified on the request for quote, quoted by Kitco, and specifically stated on the purchase order. Special packaging markings (custom labeling) will be agreed upon at the time Customer's account is established, with any exceptions noted clearly on the purchase order. Please contact a Kitco sales representative to arrange for custom labeling. If custom labeling is not requested, parts will be shipped with Kitco's standard label.

EXPORT RESTRICTIONS Customer agrees that it will not export or re-export any parts or technology received from Kitco except in full compliance with all United States laws and regulations including the Export Administration Regulations and the International Traffic in Arms Regulations. In particular, such products may not be exported or re-exported to a national or resident of any country to which the United States embargoes goods without appropriate approvals or licenses, or to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Denial Orders. In addition, Customer is responsible for complying with any local laws in Customer's country, which may impact Customer's right to import, export, or use the parts.

RETURN POLICY Under certain conditions, shipments of parts regularly carried in stock may be returned within sixty (60) days of the invoice date. Within this time requirement, please contact a Kitco sales representative for a Return Material Authorization (RMA) number. A Customer who does not obtain an RMA number will be responsible for any excess costs incurred. A Customer outside the United States will receive an International Return Instruction Form, which must be followed to avoid additional charges. Parts must be returned in the original Kitco packaging and with a copy of the original shipment's paperwork.

WARRANTY New parts and overhauled parts supplied by Kitco are warranted to be free from defects in material and workmanship at the time of delivery. If at the time of delivery or within twelve (12) months thereafter, or upon installation into an end item, provided that such installation occurs within twelve (12) months after delivery of the part, such part is found to be defective in material or workmanship, Kitco shall, if it confirms the existence of the defect, replace such defective part at its own expense and with reasonable promptness. Customer is required to provide Kitco with written notice of a claimed defect, including reasonable proof that the defect is covered by the warranty, within one month after the defect becomes apparent. Kitco's liability for breach of any obligations with respect to the sale of the part is limited to refunding the invoice price of the product, or, at Kitco's option, replacement of the material, but not the cost of installation, removal, or collateral cost.

VENUE SELECTION/CHOICE OF LAW This agreement shall be deemed to have been made in the State of Utah, U.S.A. and shall be interpreted in accordance with the law of the State of Utah without regard to conflict of law principles. Customer consents to the exclusive jurisdiction of the state and federal courts of the state of Utah, U.S.A., for determination of any claim or controversy between the parties and arising out of or relating to these terms and conditions of sale. In the event that Kitco shall engage an attorney or commence an action against Customer arising out of facts and circumstances related to these terms and conditions of sale including, but not limited to, Customer's breach of any of its obligations hereunder, Kitco shall be entitled to recover its reasonable attorney's fees, costs, and other disbursements incurred in connection therewith. Revised October 2003

KITCO TERMS AND CONDITIONS OF PURCHASE APPLICABILITY

These terms and conditions of purchase are applicable to purchases made by Kitco, Inc. (hereinafter "Kitco") from its vendors and/or suppliers (hereinafter "Seller").

ACCEPTANCE AND ACKNOWLEDGEMENT Acknowledgment of a P.O. must be prompt (by return mail) and must confirm Kitco's required shipping date. Any performance on a purchase order (hereinafter "P.O.") is deemed an acceptance, without exception, of the terms and conditions set forth on the face of the purchase order and in these terms and conditions of purchase.

DELIVERY Delivery shall be made as specified and strictly in accordance with the delivery schedule of the P.O. All orders must be shipped via FedEx on Kitco's FedEx account, unless otherwise specified by Kitco. If Seller's deliveries fail to meet the delivery schedule set forth in the P.O. requiring Kitco to elect expedited shipments from Seller, Seller will pay the difference between the method of shipping specified on the P.O. and premium transportation rates, unless the delay in delivery arises out of causes beyond the control and without the fault or negligence of Seller within the meaning of the clause hereof entitled "Default." Kitco reserves the right, without loss of discount privileges, to pay invoices covering goods shipped in advance of the schedule on the normal maturity after the date specified for delivery.

INVOICING Delays in receiving invoice, errors or omissions on invoice, or lack of supporting documentation required by the terms of the P.O., will be cause for withholding settlement without losing discount privileges. No charges shall be allowed for boxing, crating, packaging, or any other handling unless such provisions are agreed to in writing.

CHANGES Kitco may at any time, by written order, make changes within the general scope of the P.O. in any one or more of the following: (i) drawings, designs, or specifications, where the goods to be furnished are to be specially manufactured for Kitco in accordance therewith, (ii) method of shipment or packing, (iii) time and/or place of delivery, and (iv) the period of performance of work, and Seller shall comply therewith. If any such change causes an increase or decrease in the cost of or the time required for the performance of any part of the work under the P.O., whether changed or not changed by any such order, an equitable adjustment shall be made in the P.O. price or delivery schedule, or both, and the P.O. shall be modified in writing accordingly. Except as expressly provided for elsewhere in the P.O., the parties agree that there shall be no adjustment in the price or time for performance hereunder unless an authorized representative of Kitco's Purchasing Department shall have directed the change by the issuance of a written change order to the P.O.

INSPECTION (a) All goods, including but without limitation to raw materials, components, intermediate assemblies, and end goods, shall be subject to inspection and test by Kitco and its customers to the extent practicable at all times and places including the period of manufacture, and in any event prior to acceptance. (b) Kitco reserves the right to verify goods conformance at Seller's premises. The same right of entry shall be afforded to Kitco's customers and regulatory agencies as necessary and notified in writing. (c) In case any goods or lots of goods are defective in material or workmanship or otherwise not in conformity with the requirements of the P.O., Kitco shall have the right to either reject the goods (with or without instructions as to their disposition), or to require their correction with the nonconforming goods returned to Seller at Seller's risk and expense, including transportation both ways. Goods or lots of goods which have been rejected or required to be corrected shall be removed, or, if permitted or required by Kitco, corrected in place by and at the expense of Seller promptly after notice and shall not thereafter be tendered for acceptance unless the former rejection or requirement of correction is disclosed. If the Seller fails promptly to remove such goods or lots of goods that require removal, or to promptly replace or correct such goods or lots of goods, Kitco either, (i) may by contract or otherwise replace or correct such goods and charge to Seller the cost occasioned thereby, or (ii) may cancel the P.O. for default as provided in the clause of this agreement entitled "Default." (d) If any inspection or test is made by Kitco or its customers on the premises of Seller or a subcontractor, Seller without additional charge shall provide all reasonable facilities and assistance for the safety and convenience of Kitco and other inspectors in the performance of their duties. (e) Seller shall provide and maintain an inspection system acceptable to Kitco covering the goods hereunder. Records of all inspection work by Seller shall be kept complete and available to Kitco during the performance of the P.O. and for a minimum of seven years thereafter. (f) This clause shall not affect any of the rights or liabilities of the parties under the clause hereof entitled "Warranty."

QUALITY CONTROL SYSTEM Seller shall provide and maintain a quality control system acceptable to Kitco for the goods covered by the P.O. As a minimum, this system shall meet the requirements of MIL-I-45208.

CERTIFICATION Seller shall provide certification meeting industry standard, including manufacturer's certification when appropriate, and any additional information or documentation requested by Kitco.

WARRANTY (a) Seller warrants that all goods delivered under the P.O. will be merchantable, free from defect in material and workmanship, and will conform to applicable specifications and drawings if Seller is responsible for design of the goods according to performance specifications established by Kitco. Seller warrants that all goods delivered under the P.O. will be free from defect in design and will be fit and sufficient for the purposes intended by Kitco. Kitco's approval of designs furnished by Seller shall not relieve Seller of its obligations under this warranty. Seller's warranties together with its service guarantees, if any, shall pass on to Kitco and its customers. (b) Seller's liability for breach of any warranty, as hereinabove set forth, shall be limited to the repair or replacement, at Kitco's election, of all defective or nonconforming goods and the payment of all packing and transportation costs attributable to the repair or replacement of defective or nonconforming goods. (c) Seller's obligations under this clause shall apply only to such defects or nonconformance as occur within one (1) year after such item was delivered to, and accepted by, Kitco. Where Kitco will incorporate this item in an end item to be delivered to its customers, Seller's obligation under this clause shall be extended to one year after delivery of said end item to the customer.

DEFAULT (a) Kitco may, subject to provisions of paragraph (c) below, by written notice of default to Seller, cancel the whole or any part of the P.O. in any one of the following circumstances: (i) if Seller fails to make delivery of the goods or to perform the services within the time specified in the P.O. or any extension granted thereof, or (ii) if Seller fails to perform any of the other provisions of the P.O., or so fails to make progress as to endanger performance of the P.O. in accordance with its terms, and in either of these two circumstances does not cure such failure within a period of ten (10) days (or such longer period as Kitco may authorize in writing) after receipt of notice from Kitco specifying such failure. (b) In the event Kitco cancels the P.O. in whole or in part as provided in paragraph (a) of this clause, Kitco may procure upon such terms and in such manner as Kitco may deem appropriate and reasonable, goods or services similar to those so cancelled, and Seller shall be liable to Kitco for any excess costs for such similar goods or services provided that Seller shall continue the performance of the P.O. to the extent not cancelled under the provision of this clause. (c) Except with respect to defaults of subcontractors, Seller shall not be liable for any excess costs if the failure to perform the P.O. arises out of causes beyond the control and without the fault or negligence of Seller. Such causes may include, but are not restricted to, acts of God or of the public enemy, acts of Kitco, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, and unusually severe weather, but in every case the failure to perform must be beyond the control and without the fault or negligence of Seller. If the failure to perform is caused by the default of a subcontractor and if such default arises out of causes beyond the control of both Seller and subcontractor, and without the fault or negligence of either of them, Seller shall not be liable for any excess costs for failure to perform unless the goods or services to be furnished by the subcontractor were obtainable from other sources in sufficient time to permit Seller to meet the required delivery schedule. (d) If the P.O. is canceled as provided in paragraph (a) of this clause, Kitco, in addition to any other rights provided in this clause, may require Seller to transfer title and deliver to Kitco, in the manner and to the extent directed by Kitco (i) any completed goods, and (ii) such partially completed goods and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and contract rights (hereinafter "manufacturing materials") as Seller has specifically produced or specifically acquired for the performance of such part of the P.O. as has been cancelled, and Seller shall, upon direction of Kitco, protect and preserve property in possession of Seller in which Kitco or it customers has an interest. Payment for complete goods delivered to and accepted by Kitco shall be at the P.O. price. Payment for manufacturing materials delivered to and accepted by Kitco and for the protection and preservation of property shall be in an amount agreed upon by Seller and Kitco. (e) If, after notice of cancellation of the P.O. under the provisions of this clause, it is determined for any reason that the Seller was not in default under the provisions of this clause or that the default was excusable under the provisions of this clause, the rights and obligations of the parties shall be the same as if the notice of cancellation had been issued pursuant to the clause of this Agreement entitled "Termination for Convenience." (f) The rights and remedies of Kitco provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by law or under this agreement.

TERMINATION FOR CONVIENENCE The performance of work under the P.O. may be terminated in whole or part by Kitco for its convenience in accordance with the provisions set forth in FAR Part 49.

PATENT INDEMNITY Seller agrees to indemnify Kitco and its customers against any liability including costs and expenses, for or by reason of any actual or alleged infringement of any patent arising out of the manufacture, use, sale, or disposal of goods or articles furnished under the P.O. except where such goods or articles would be normally non-infringing but are rendered infringing by reason of Seller's compliance with Kitco's detail, design, and stated requirement for specific structure and Seller gives prompt notice of any claim of infringement related thereto. Where Kitco furnishes Seller with detail design, stated requirement for specific structure, or specifications for goods or articles to be furnished hereunder by Seller to Kitco, Seller agrees to waive any rights to be held harmless by Kitco against any claims for infringement or the like and covenants not to sue Kitco to enforce any such hold harmless agreement.

RIGHTS AND RESERVATIONS Rights to all drawings, designs, information, tools, patterns, equipment, and other items supplied by Kitco, and proprietary rights embodied therein, are reserved, and the same shall not be used or reproduced for any purpose whatsoever except the performance of work under the P.O.

SUBCONTRACTING Seller agrees to obtain Kitco's written approval before subcontracting the P.O. or any substantial portion thereof. This limitation shall not apply to the purchase by Seller of standard commercial supplies or raw material. Seller shall select subcontractors (including suppliers) on a competitive basis to the maximum practical extent consistent with the objectives and requirements of the P.O.

COMPLIANCE WITH LAWS AND REGULATIONS Seller agrees that at all times it shall comply with all applicable Federal, State, and Local laws, rules, and regulations. The following FAR clauses are incorporated by reference, it being understood that the term "contractor" shall mean Seller, the term "contract" shall mean this contract, and "Government", "Contracting Office", and equivalent terms shall mean Kitco: (1) 52.222-26. Equal Opportunity (E.O. 11246); (2) 52.222-35. Affirmative Action for Special Disabled and Vietnam Era Veterans (38 U.S.C. 4212(a)); (3) 52.222-36. Affirmative Action for Handicapped Workers (29 U.S.C. 793)

NON-DISCRIMINATION & FAIR LABOR STANDARDS ACT Seller hereby certifies that all goods sold hereunder which are produced or manufactured in the United States are produced in compliance with all applicable requirements, orders and regulations of the United States Federal Government pertaining to nondiscrimination in employment and facilities including, but without limitation to, the provisions contained in paragraphs one through seven of Part II, Nondiscrimination in Employment by Government Contractors and Subcontractors, of Executive Order 11246 (as amended by Executive Order 11375), Certification of Nonsegregated Facilities (41 CFR Chap.1, Section 1-12.803-10), the Equal Opportunity and Affirmative Action clauses as required by 41 CFR 60-1.4 (f) (7),60-250.4(m) and 60-741.4(f), and the Fair Labor Standards Act of 1938 as amended (29 U.S. Code 201-219), all of which provisions are incorporated herein by reference and expressly made a part hereof. Seller also certifies full compliance with all state and local laws and orders relating to nondiscrimination in employment and facilities that are applicable to Seller.

VENUE SELECTION/CHOICE OF LAW This agreement shall be deemed to have been made in the State of Utah, U.S.A. and shall be interpreted in accordance with the law of the State of Utah without regard to conflict of law principles. Seller consents to the exclusive jurisdiction of the state and federal courts of the state of Utah, U.S.A., for determination of any claim or controversy between the parties and arising out of or relating to these terms and conditions of purchase. In the event that Kitco shall engage an attorney or commence an action against Seller arising out of facts and circumstances related to these terms and conditions of purchase including, but not limited to, Seller's breach of any of its obligations hereunder, Kitco shall be entitled to recover its reasonable attorney's fees, costs, and other disbursements incurred in connection therewith. Revised June, 2002

Purchasing

Kitco is committed to providing aerospace products of high quality and superior value to best fill the needs of our worldwide customers. A cornerstone of this effort is our suppliers. Each year, Kitco's Purchasing Department buys millions of dollars of parts from many sources. We regard our suppliers as partners and essential team members, and we seek a long-term win-win business relationship with every supplier.