Supplier Terms and Conditions of Purchase

DEFINITIONS: The term “Buyer” shall refer to Mirada Research & Mfg. Inc., and the term seller shall refer to a business entity selling products to Buyer as more specifically identified on the face of a purchase order.

INSPECTION: Buyer, its customer and/or any regulatory agency shall have the right to inspect all Articles, raw materials, work in progress, and all applicable records at any time during normal business hours either at the manufacturing facilities or the storage facilities of Seller. Notwithstanding any prior payment or inspection by Buyer, all Articles shall be subject to final inspection and acceptance by Buyer at Buyer’s plant. Without limiting other rights Buyer may have under this Agreement or by law resulting by Seller’s delivery of Defective Articles, Articles not conforming to an order or otherwise defective may be rejected by Buyer and the unit price debited against the Buyer’s account. Articles rejected will be held at Seller’s risk and subject to Seller’s disposal at Seller’s expense.

SELLER’S NOTICE OF DISCREPANCIES: It shall be Seller’s obligation to advise Buyer in the event Seller discovers potential or actual non-conformances to Buyer’s drawings, specifications, or standards prior to deliver, and/or subsequent to delivery under a contract.

WARRANTY PRODUCT: In addition to all warranties which may be prescribed by law or the schedule of an order, the Articles shall conform to specifications, drawings, and other description and shall be free from defects in materials and workmanship. Seller also warrants to the extent the Articles are not manufactured pursuant to detailed designs furnished by Buyer, that they will be free from defects in design. Such warranties, including warranties prescribed by law, shall run to Buyer, its successors, assigns, and customers, and to users of the Articles, for a period of thirty-six (36) months after delivery unless otherwise stated.

PATENT INDEMNITY: Seller shall indemnify and hold Buyer, its successors or assigns, and its customers and users to the extent such customers and users are indemnified by the Buyer, from any claimed infringement of any United States patent, trademark or copyright with respect to the articles, except those manufactured to Buyer’s detailed designs which are rendered infringing by Buyer’s requirements for design or manufacture differing from Seller’s normal practice, and Seller shall defend same at its expense, provided that Buyer promptly notifies Seller of such infringement.

CHANGES: Buyer may at any time by written and/or telegraphic order to Seller signed by a representative of Buyer’s company, make changes in the quantities ordered or in the specifications or drawings or in the delivery schedule relating to the Articles. Except as may be directed or agreed to by written and/or telegraphic order to Seller signed by a representative of Buyer’s company, Seller shall not make any changes in any aspect of the work to be performed under a contract.

INDEMNITY AND INSURANCE: Seller shall indemnify and hold Buyer and its employees harmless from any property damage, personal injuries, or death arising out of Seller’s (or its subcontractors) work or performance hereunder and shall procure and maintain insurance against such risk.

SUBCONTRACTING: If any articles are to be made to Buyer’s design, all subcontracting by Seller with respect thereto shall be subject to Buyer’s prior written approval.

REQUIREMENTS FLOW DOWN: It shall be Seller’s obligation to flow to sub-tier suppliers the applicable requirements in the purchasing documents, including key characteristics where required.