ZOLL Purchase Orders Terms and Conditions

1. OFFER AND ACCEPTANCE. This purchase order (this “Agreement”) constitutes an offer to buy goods or services according to the description and other terms as outlined and set forth on its face and reverse side. Acceptance of this purchase order is limited to the terms and conditions hereof. Seller's issuance of an acknowledgement, shipment of goods or commencement of work constitutes Seller’s acceptance of this purchase order on the terms set forth herein. No additional or different terms presented by Seller in its acknowledgement or any other document or web page are binding on Buyer.

2. CHANGES. Buyer reserves the right at any time to make changes in the specifications, drawings, or designs, methods of shipment or packaging, or in the time or place of delivery. In such event, an equitable adjustment in the purchase price or the time of performance, or both, which is mutually satisfactory to Buyer and Seller, will be made, provided that any claim by Seller for such an adjustment shall be deemed waived unless written notice is given to Buyer within thirty (30) days following Seller's receipt of such changes. A price increase or extension of time shall not be binding upon Buyer unless it has issued a purchase order change.

3. WARRANTIES. Seller warrants that all goods and services will be furnished in strict accordance with the terms of this order, the specifications, drawings and other descriptions furnished by Buyer or Seller, will be free of defects in design, workmanship and material, will be merchantable and fit of the purposes for which such goods and services are intended, and will comply with all federal, state and local laws, rules, regulations and standards relating to such goods or services. Seller further warrants title to the goods and that the goods will be delivered free and clear of all liens, claims or encumbrances. Buyer's approval of Seller's drawings or other materials shall not relieve Seller of any of its warranties. The warranties of Seller shall survive inspection, test and acceptance and shall run to Buyer and its customers.

4. INSPECTION. All goods and services are subject to inspection and acceptance by Buyer during manufacture and after delivery. Buyer may reject any goods or services found to be defective, nonconforming or otherwise failing to meet any of Seller's Warranties. Upon rejection, Buyer may return such goods to Seller, at Seller’s expense, for rework or replacement, in which case Seller agrees to ship conforming goods within ten days of Seller's receipt of the rejected goods or such longer period of time as may be agreed to by Buyer in writing. Buyer may also, in its discretion elect to (i) rework or have another supplier rework the goods, the cost of such rework to be paid by Seller; or (ii) return the goods to Seller for full credit and obtain replacement goods from an alternate source, at the Seller's expense; or (iii) produce replacement goods at Seller's expense.

5. INFRINGEMENT. Seller represents and warrants that the goods and services provided by Seller and the manufacture, use, sale, or disposal thereof, do not and will not infringe the intellectual property rights of any third party, including without limitation under any U.S. or foreign patents, copyrights or trademarks. Seller shall at its own expense: (i) procure for buyer the right to continue using any goods or services subject to any such claim; or (ii) remove the goods or services and replace them with non-infringing goods or services acceptable in all respects to Buyer; or (iii) refund the purchase price and transportation and installation costs thereof; or (iv) with Buyer's consent modify the goods or services to eliminate the infringement.

6. INDEMNIFICATION. Seller will defend, indemnify and hold harmless Buyer and Buyer's officers, agents and employees from and against any all third party claims, suits, losses and damages (including reasonable attorneys’ fees) arising from or related to (i) any property damage, personal injury, or death attributed to or caused by the goods supplied or the services performed by Seller hereunder, irrespective of whether or not any other party is found to have been negligent or strictly liable in connection with such personal injury or death, and/or (ii) a breach of any provision of this Agreement by Seller, and/or (iii) any recall involving Seller’s goods.

7. SAFETY AND WORKMEN'S COMPENSATION. If any work under this order Is to be performed on Buyer's premises, Seller shall perform such work in accordance with the work place rules and policies of Buyer. Seller shalt indemnify and save harmless Buyer, its employees, agents, licensees and invitees from any and all losses, costs, damages, claims and expenses (including reasonable attorney's fees) of any nature whatsoever relating to; (i) injuries, occupational diseases or deaths of any employees or subcontractor of Seller. (ii) bodily Injuries, or property damage caused by the negligent or wrongful act of the Seller, any subcontractor of his, or any employee or agent of either; (iii) unemployment compensation or insurance, security taxes, or other federal, state or municipal taxes, contributions or benefit payments measured by or based on employment or such employees. At Buyer’s request, Seller shall provide Buyer with evidence of insurance coverage in amounts acceptable to Buyer.

8. QUALITY ASSURANCE (APPLICABLE TO SALE OF GOODS ONLY). Seller will maintain a quality assurance system which is adequate to detect and prevent shipment of nonconforming goods. If requested by ZOLL, Seller will execute Buyer’s quality agreement. Buyer shall have the right at any time on five (5) days prior notice to Seller, unless shorter or no notice is required by applicable law or regulation, to audit and inspect Seller’s facilities, systems and processes (and those of its permitted subcontractors, suppliers, and vendors involved with the goods) to assess compliance with this Agreement, quality standards and law. Buyer shall provide prompt written notice to Seller of any deficiencies it uncovers and Seller shall remedy such deficiencies within the timeframe specified by Supplier in its notice thereof. Seller agrees to reimburse Buyer all reasonable direct costs and expenses related to correction or corrective action taken by Buyer which are directly associated with a Seller quality issue.

9. BUYER'S PROPERTY. All materials furnished to the Seller by the Buyer and all tooling paid for by the Buyer as part of this order shall be and remain the Buyer's property. Seller shall use such property only in filling this order and any similar orders from the Buyer. Seller shall deliver all such property to the Buyer (or to any other person the Buyer may designate), in good condition, ordinary wear and tear excepted when requested by Buyer.

10. CONFIDENTIALITY. Except as otherwise specifically agreed, all information disclosed by the Buyer to the Seller shall be held by Seller in confidence. Seller shall take all reasonable precautions to prevent any such information from being divulged to or used by third parties, including having recipients acknowledge the confidential status of such information and agreeing to similar restrictions. This obligation of confidence shall survive termination of this Agreement and will continue for three (3) years thereafter.

11. COMPLIANCE WITH LAWS, CODE OF CONDUCT. Seller shall comply with all applicable federal, state and local laws, regulations, rules and orders and Buyer’s Supplier Code of Conduct in performing hereunder including but not limited to the Dodd-Frank Wall Street Reform and Consumer Protection Act, Section 1502, regarding conflict minerals, the Foreign Corrupt Practices Act and local anti-corruption regulations, and the California Transparency in Supply Chains Act of 2010. Any provision which is required to be a part of this order by virtue of any such law, regulation, rule or order is incorporated herein by reference.

12. PRICE. Seller represents that the price charged for the goods covered by this Agreement is the lowest price charged by Seller to buyers of a class similar to Buyer purchasing in quantities and under circumstances comparable to those specified in this Agreement. Any price reduction in goods the same as those covered by this order made by Seller after the placement of this order and prior to Buyer's receipt of the goods shall apply to this Agreement.

13. SHIPMENT, PACKAGING AND ROUTING. All shipments are FOB Seller’s facility unless otherwise specified herein. Shipments must be packaged according to standard industry specifications so as to permit efficient handling, provide adequate protections, and comply with requirements of carrier. Damage resulting from packaging will be paid by Seller. Pricing includes all packaging, boxing, crating, returnable, containers, drayage, cartage, demurrage or dunnage.

14. DELIVERY DATE. Time is of the essence. If delivery of the goods is not completed at the time or times stated in this order, Buyer reserves the right, without liability and in addition to its other rights and remedies, to terminate this order by notice, effective immediately upon receipt by the Seiler, and arrange for completion of performance, by the purchase of substitute goods elsewhere and charge Seller with all loss and damage incurred. No provision of this order for the delivery of goods in installments shall be construed as making the Seller's obligation severable. Shipments sent C.O.D. without Buyer's written consent will not be accepted and will be at Seller's risk.

15. TERMINATION. Buyer may terminate this Agreement in whole or in part at any time prior to shipment upon Buyer's written notification to the Seller. In addition, Buyer may terminate this Agreement for cause in the event of a breach of this Agreement by Seller and the failure of Seller to cure such breach within thirty (30) days’ after Buyer’s written notice thereof.

16. EQUAL EMPLOYMENT OPPORTUNITY/AFFIRMATIVE ACTION. Seller shall, to the extent they apply, abide by the requirements of 41 CFR §§ 60-1.4(a), 60-300.5(a) and 60-741.5(a). These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, prohibit discrimination against all individuals based on their race, color, religion, sex, sexual orientation, gender identity, or national origin and require affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, sexual orientation, gender identity, national origin, protected veteran status, or disability.

17. UTILIZATION OF SMALL BUSINESS CONCERNS. To the extent applicable, Seller shall comply with FAR 52.219-8 (Oct. 2014) (Utilization of Small Business Concerns).

18. TAXES. No charges will he allowed for import duties, transportation, packaging, returnable containers, and documentation unless otherwise agreed by Buyer. All sales, use, excise or similar taxes to be paid by Buyer must be itemized separately.

19. IMPROPER PAYMENTS, KICKBACKS, GIFTS, GRATUITIES. Seller warrants that no person or selling agency has been employed or retained to solicit or secure this contract upon an agreement or understanding for commission, kickback, bribe, percentage, brokerage, or contingent fee excepting bona fide employees of bona fide established commercial or selling agencies maintained by the Seller for the purpose of securing business. In the event of a breach of this warranty, Buyer shall have the right in addition to any other right or rights to cancel this Agreement without liability and to deduct from the purchase price, or otherwise recover the full amount of such commission, kickback, bribe, percentage, brokerage or contingent fee. No gratuities (in the form of entertainment, gifts or otherwise) or kickbacks shall be offered or given by Seller to any employee of Buyer with a view toward securing favorable treatment as a supplier. By accepting this Agreement. Seller certifies and represents that it has not made or solicited and will not make or solicit kickbacks in violation of 52 203-7 or the Anti-Kickback Act of 1986 (41 USC 51-56), both of which are incorporated herein by this specific reference.

20. SETOFF. Buyer shall have the right at all time to set off any amount owing from Seller to Buyer or any of its affiliated companies against any amount payable by Buyer to Seller.

21. MISCELLANEOUS The parties' obligations under this Agreement, which by their nature are intended to continue beyond the termination or expiration of this Agreement, will survive the termination or expiration of this Agreement.

The invalidity or unenforceability of any provision of this Agreement will not affect the other provisions of this Agreement, and this Agreement will be construed in all respects as if such invalid or unenforceable provision were omitted.

All matters arising out of or related to this Agreement, including without limitation all matters connected with its performance, will be construed, interpreted, applied and governed in all respects in accordance with the laws of the United States of America and the Commonwealth of Massachusetts without reference to conflict of laws principles. The provisions of the United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. All disputes and litigation arising out of or related to this Agreement, including without limitation matters connected with its performance, will be subject to the exclusive jurisdiction of the courts of the Commonwealth of Massachusetts or the Federal courts sitting therein. Each party hereby irrevocably submits to the personal jurisdiction of such courts and irrevocably waives all objections to such venue.

A party’s failure to insist on performance of any term or condition of this Agreement or to exercise any right or privilege hereunder will not be construed as a waiver of such term, condition, right, or privilege in the future.

The Parties may execute this Agreement in multiple counterparts, each of which constitutes an original, and all of which, collectively, constitute only one agreement. The signatures of all of the parties need not appear on the same counterpart, and delivery of an executed counterpart signature page by facsimile or other electronic means is as effective as executing and delivering this Agreement in the presence of the other parties to this Agreement.

This Agreement is entire and complete as to all of its terms and supersedes all previous agreements, promises, proposals and representations made between the parties, including any oral or written representations made by any representatives and/or agents of a party or any marketing materials, advertising or other media. No modification or amendment of this Agreement will be binding unless agreed to in writing and signed by both parties.

This Agreement and any rights hereunder may not be assigned without the prior written consent of Buyer.