These Purchase Order Terms and Conditions apply to the purchase order for goods and services of the purchaser
(“Buyer”) identified on the face of this Order (as defined herein) or the purchase order or other correspondence incorporating these Terms and Conditions, which together form
the agreement of the parties (this “Order”). This Order constitutes an offer to purchase products and services solely on these Terms and Conditions, and acceptance is limited
to these Terms and Conditions. Any specific terms and conditions in this Order shall supersede any inconsistent terms and conditions herein or in any acknowledgement,
invoice, correspondence or other documents proposed by the seller identified in this Order (“Seller”). Reference to any form or communication of Seller shall be for reference
purposes only and shall not be deemed to be in acceptance of any terms and conditions therein. When accepted, this Order and any documents incorporated by reference shall
constitute the entire contract with reference to its subject matter and shall not be altered, amended, supplemented, assigned, or cancelled without Buyer’s written approval. If
any provision contained herein is held by a court or governmental entity of competent jurisdiction to be unenforceable, such provision shall be severed from this Order and the
remainder of this Order shall remain in full force and effect and such shall be interpreted and enforced consistent with such revision. All terms of this Order shall survive after
delivery of the goods and services and performance hereunder.

Any prices shown in this Order shall apply to all products and services provided by
Seller, unless otherwise agreed to in writing by Buyer. Unless otherwise specified on the face of this Order, payment of undisputed invoices shall be due net 60 days from date
of invoice. Seller's prices, whether or not specified in this Order, will at all times be the lowest prevailing market price; and in no event is this Order to be filled at higher prices
than last previously quoted or charged without Buyer's prior written consent. Unless otherwise provided in this Order, such prices include all applicable federal, state or
provincial, and local taxes and all charges for freight and insurance to deliver the products and services to the destination specified by Buyer, all of which are Seller’s
responsibility. Payment and discount dates will be calculated from the date that acceptable products and services and acceptable invoice have been received by Buyer.
Payment for products and services shall not constitute acceptance thereof. Buyer and its agents and representatives may, at any time during Seller’s normal business hours,
inspect, examine and audit the records, data, practices and procedures of Seller related to this Order and the products and services subject to this Order to verify the accuracy
of Seller’s invoices and/or Seller’s compliance with the Order. If an audit of Seller’s charges determines that Seller has invoiced Buyer for amounts to which Seller is not entitled,
Seller will promptly reimburse Buyer or issue a credit on its next invoice in order to correct the inaccuracy. Buyer may deduct or set-off from any amounts due to Seller, any
amount of any reasonable claim Buyer may have against Seller.

Seller shall observe any shipping and packaging instructions contained in this
Order. If applicable, Seller shall include Buyer's order identification number on all invoices, bills of lading, packing slips, and containers. In the event Buyer agrees in writing to
pay for shipment, Seller shall reroute delivery so as to ensure the lowest tariff rate by a reputable carrier. If shipment is made by higher rated route, or if higher rates are
incurred due to improper classification, inaccurate tariff descriptions or other acts of Seller, excess charges will be paid by Seller or deducted from amounts to be paid to Seller.
Time is of the essence for this Order. Seller shall promptly notify Buyer in writing of any delay or of any anticipated delay in delivery, setting forth the cause and estimated length
of the anticipated delay. Delivery of non-conforming materials shall be considered non-delivery. Buyer’s volume and weight determinations shall control.

All products and services shall be received subject to Buyer’s inspection and rejection. At its election, Buyer may inspect the goods
under this Order at Seller’s plant. Acceptance shall not remove Seller’s responsibility for any defect or breach of warranty discovered by subsequent inspection, analysis,
manufacturing operations, use or otherwise. If requested by Buyer, Seller shall provide a certified report of analysis or test of materials incorporated in any product or service
and Seller acknowledges that Buyer, in reliance upon Seller’s warranties hereunder, may use the products and services without first testing them. Regardless of
real or apparent compliance of the products with the specifications, Buyer reserves the right to reject or revoke acceptance of any products which do not exhibit the properties
contained in any Buyer approved samples. Payment, if any, made for any products or services rejected hereunder shall be refunded promptly by Seller. Any product or service
that is defective or not in accordance with any of Seller’s warranties, may, at Buyer’s sole discretion, be held on behalf of Seller, and at Seller’s risk and expense for handling,
transportation, and storage, and, of Seller so directs, will be returned at Seller’s expense. Buyer at all times may exercise any other rights at law or in equity. No replacement or
substitution shall be made for any such product or service unless authorized in writing by Buyer.

(a) Seller expressly warrants that all products, materials, and services supplied herein will strictly conform to the requirements, specifications, samples or other descriptions
furnished or specified by Buyer or Seller, be free from contaminants or hazardous materials, be adequately packaged and labeled, of merchantable quality free from defects in
material and workmanship, fit for the purposes for which purchased and be transferred free from any lien, security interest, or other claim. These warranties shall be assignable
by Buyer. Seller will correct all non-confirming products and services and will be responsible for all costs of field repair and return freight incurred by Buyer or Seller in
connection with the warranty provided hereunder. All warranties shall survive any inspection or acceptance by Buyer.
(b) Seller also warrants that it will not, without Buyer’s
prior written consent, materially change the raw materials, composition, manufacturing location or process or test method used to produce the products from those present
when Buyer approved the products.

(c) Certificate of Conformance required. 

Seller shall indemnify and hold harmless Buyer and all of its subsidiaries, affiliates, agents and employees, and all persons claiming through any of them
(including Buyer’s customers) from and against all claims, demands, costs (including attorney’s fees and liens from laborers, mechanics and materialmen), expenses and
direct, indirect, special, incidental and consequential damages caused by or alleged to be caused by, in whole or in part, any goods or services supplied by Seller, or work
done for or on Buyer’s premises, any
breach by Seller of any of its obligations under this Order or any other act, omission or negligence of Seller or any of its subcontractors or suppliers. Buyer shall have the right
to retain out of any payment due under this Order, an amount, sufficient to indemnify Buyer completely against such lien or claim. Should there prove to be any such lien or
claim after all payments are made, Seller shall refund to Buyer all moneys that the latter may be obligated to pay in discharging any such lien or claim.

Neither party will be responsible for delays, failure, or omissions hereunder due to war, fire, flood, strikes or other labor disturbance, Acts of God,
governmental order or requirement, delays by carriers, or due to other cause or accident beyond its control. In such event, the party suffering the impediment to action will take
reasonable steps to remove or otherwise address it as soon as practicable and will notify the other party in writing of the events causing delay or default in performance within
three (3) business days after the occurrence of the force majeure event, summarizing the nature and cause thereof.