a. Incorporation of warranties - If any warranty clause is incorporated below under Clause 32, SPECIAL U.S. GOVERNMENT PROVISIONS, or in the Special Provisions, such warranty provisions are in addition to the provisions in this clause to the extent to which they are consistent.To the extent its provisions are inconsistent with this clause, the provisions of any warranty incorporated under Clause 32 or in the Special Provisions shall prevail.

b. Warranties - In addition to all other express or implied warranties, Seller warrants that the Goods will be: (i) free from defects in workmanship and materials; (ii) free from defects in design except to the extent that such Goods comply with the detailed designs provided by Buyer; and (iii) in conformity with all the other requirements of this Purchase Order. Seller warrants that it will perform the Services under this Purchase Order with the degree of skill and judgment which is normally exercised by recognized firms with respect to services of a similar nature, and that Services will be provided in a good, competent and workmanlike manner. These warranties, and all other warranties, express or implied, shall survive delivery, inspection, acceptance, and payment.

In addition to the warranties above, if Seller supplies, or incorporates into Goods supplied under this Purchase Order, goods that are manufactured by a third-party, Buyer shall have the benefit of warranties extended to Seller by the third-party to the extent they exceed Seller's warranties in scope or duration.

c. Further provisions - All warranties shall run to Buyer and to Buyer's customer. In addition to any other remedies Buyer may have under this Purchase Order or at law, if Goods are found not to be as warranted within a period of ____ year(s) after final acceptance by Buyer, Buyer may return such Goods to Seller at Seller's expense for correction, replacement or credit, as Buyer may direct.

With respect to Goods found not to be as warranted, Seller shall bear the costs, if any, of inspection, disassembly, reassembly, retesting and any other similar costs incurred in connection with, or as a consequence of, correction, repair or replacement of Seller's Goods, including any such costs associated with assemblies into which Goods have been incorporated.Any Goods corrected or furnished in replacement shall, from the date of delivery of such corrected or replacement Goods, be subject to the provisions of this Clause for the same period and to the same extent as Goods initially furnished pursuant to this Purchase Order.

In addition to any other remedies Buyer may have under this Purchase Order or at law, if the Services are found not to be performed as warranted within a period of one (1) year after the conclusion of the performance of the Services by Seller, Seller shall, at BuyerÕs option, either refund to Buyer the amount paid for the Services, or perform the Services again in a proper manner to the extent necessary to provide Buyer with the result originally contemplated by Buyer.

9. PROPRIETARY INFORMATION.

All written information obtained by Seller from Buyer in accordance with this Purchase Order and which is identified as proprietary by Buyer shall be received in confidence and shall remain the property of Buyer, and shall be used and disclosed by Seller only to the extent necessary for the performance of this Purchase Order except that upon prior written notice to Buyer, Seller may use such information in the manufacture of end items for direct sale to the Government to the extent that the Government has the right to authorize such use by Seller, and, provided that Seller, to the extent practicable, prominently identifies such end items as being manufactured by Seller for direct sale to the Government.

Seller shall not provide any proprietary information to Buyer, nor shall Buyer be required to take any steps to protect any information provided by Seller, unless Buyer and Seller have separately executed a written agreement regarding the protection and disclosure of such Seller information.

10. SUBCONTRACTS.

Seller shall not subcontract for all or substantially all of this Purchase Order without Buyer's prior written approval.

11. COMPLIANCE WITH LAWS.

(a) General. Seller agrees to comply with all applicable laws, orders, rules, regulations, and ordinances of government entities, whether or not such provisions are referenced elsewhere in this Purchase Order. Such compliance is agreed to be a material element of the performance of this contract.

(b) Specific Areas. Without diminishing Seller's obligations under subparagraph (a), Seller agrees to the treatment of the specific areas of compliance as set forth in the following paragraphs:

(1) Cost or Pricing Data. Seller agrees that

(i) if cost or pricing data, as defined in the Truth in Negotiations Act and implementing regulations, are required or requested; and

(ii) Seller or its lower-tier subcontractors:

(A) fail to provide current, accurate and complete cost or pricing data;

(B) claim an exception to a requirement or request to provide cost or pricing data and such exception is at any time determined to be inapplicable;

(C) furnish data of any description that were not accurate;

(D) as a prospective contractor, with notice of applicable cutoff dates and at Buyer's request, submit cost or pricing data that are not accurate, current and complete as of the cutoff date on Buyer's Certificate of Current Cost or Pricing Data; or

(E) the Government alleges any of foregoing;

such conduct by Seller or its lower-tier subcontractors shall be treated as a failure to comply with all applicable laws, orders, rules, regulations, and ordinances of government entities and shall be subject to the remedies below.

(2) Approved Chemical Substances. Seller agrees that only chemical substances included in the list of approved chemical substances published by the Environmental Protection Agency pursuant to the Toxic Substances Control Act shall be sold hereunder and that failure to comply with this provision shall be treated as a failure to comply with all applicable laws, orders, rules, regulations, and ordinances of government entities and shall be subject to the remedies below.

(3) Material Safety Data Sheet. Seller agrees to provide a completed Material Safety Data Sheet (OSHA Form 20 or equivalent) for any chemical substances sold hereunder as required by any federal, state or local law, ordinance, rule or regulation and that failure to comply with this provision shall be treated as a failure to comply with all applicable laws, orders, rules, regulations, and ordinances of government entities and shall be subject to the remedies below.

(c) Remedies. In addition to any other remedies provided under this Purchase Order or by law, if:

(1) Seller or its officers, employees, agents, suppliers, or subcontractors at any tier fails to comply with any applicable laws, orders, rules, regulations, and ordinances of government entities and, as a result

(2) Buyer's contract price or fee is reduced, Buyer's costs are determined to be unallowable, Buyer incurs any fines, penalties or interest costs, or Buyer incurs any other costs, losses, or damages;

then Buyer may reduce the price, or the recoverable costs and fee, of this Purchase Order or of any other contract with Seller, by a corresponding amount or amounts, or may demand payment of such amounts, or both, and Seller shall promptly pay any such amount demanded.

12. LIEN WAIVERS.

Seller shall furnish, upon Buyer's request, waivers by Seller and all other persons entitled to assert any lien rights in connection with the performance of this Purchase Order.

13. INDEMNIFICATION AND INSURANCE.

a. Unless Buyer approves in writing a self-insurance program of Seller, the Seller shall maintain at Seller's cost, with insurers of nationally recognized stature, insurance (i) fully covering all furnished property, and (ii) covering, in amounts customary for prudent and conservative businesses, all other liabilities, whether to Buyer or others, that might be incurred in any way related to this Purchase Order. If requested by Buyer, Seller shall cause Buyer and Buyer's customer to be added to Seller's insurance as additional insured. Seller's insurance shall be primary to any insurance coverage procured by Buyer. On BuyerÕs request, Seller shall furnish Buyer with evidence of Seller's compliance with any aspect of this Clause.

b. Notwithstanding the existence or lack of insurance and as an unrelated matter, Seller shall defend, indemnify, and hold harmless Buyer and Buyer's customer from any losses, claims, demands, or suits (including those from SellerÕs employees) for bodily injury (including death) or property damage howsoever arising out of Seller's performance of this Purchase Order and irrespective of Buyer's negligence in any degree.

c. All work to be performed on this Purchase Order by Seller is at Seller's risk as to the methods, processes, procedures, and safe conduct of the work. If Seller is to perform work on the premises or within facilities owned or controlled by Buyer, Buyer's customer, or any other entity, Seller shall be solely responsible for the safe conduct of such work and the protection of the premises or facilities, and of any persons on the premises or facilities. Seller shall defend, indemnify, and hold harmless Buyer, its employees, agents, or subcontractors, and invitees for and against all losses, claims, damages or suits, including those suffered or brought by Seller's employees, for bodily injury (including death) or property damage and which arise from performance of the work by Seller, its employees, agents, invitees, or subcontractors, irrespective of Buyer's negligence in any degree.

d. In no event shall Buyer be liable, for any reason or arising from any cause whatsoever, for special, incidental, or consequential damages.

e. Seller, to the extent not covered by the foregoing paragraphs of this Clause, shall defend, indemnify, and save Buyer harmless, against and from any demands, decisions, judgments, orders, awards, costs and expenses, including attorney fees, arising from or incurred in resisting any claim, demand, or asserted right of Buyer's customer based on any act or omission by Seller under or in any way related to this Purchase Order or to any step leading to award of this Purchase Order.

f. To the extent Seller is required by this Purchase Order to insure against loss or damage to property of Buyer or a customer of Buyer, (i) insurance policies of Seller shall disclose the interest of Buyer and BuyerÕs customer; (ii) those policies shall contain an endorsement that no cancellation or material change in the coverage adversely affecting the interest of Buyer or Buyer's customer shall be effective unless Seller or the insurer gives written advance notice of cancellation or change, and unless Seller has complied with such other direction as may be given by Buyer or BuyerÕs customer as applicable.

14. ASSIGNMENT.

Seller shall not assign this Purchase Order or any rights under this Purchase Order without the prior written consent of Buyer, and no purported assignment by Seller shall be binding on Buyer without such written consent.

15. NOTICE OF LABOR DISPUTES.

Whenever an actual or potential labor dispute delays, or threatens to delay, the timely performance of this Purchase Order, Seller shall immediately notify Buyer in writing of all relevant information with respect to such dispute.

16. RETENTIONS.

åIn addition to any other rights Buyer has, Buyer may, at its sole option, withhold payment of up to ten percent (10%) of the total value of this Purchase Order or individual invoices until Seller provides all required objective quality evidence, submits required data items, and satisfactorily fulfills all other reporting and documentation requirements.

17. PUBLICITY.

Seller shall not make or authorize any news release, advertisement, or other disclosure (except as required by law) that denies or confirms the existence of this Purchase Order without prior written consent of Buyer.

18. CHANGES.

This Purchase Order and the terms and conditions herein may not be changed in any respect without written approval or direction of Buyer's representative. Buyer may, at any time, by written change order and without notice to the sureties, if any, suspend performance of this Purchase Order, in whole or in part; make changes in the drawings, designs, specifications, method of shipment of packing, or time or place of inspection, delivery, or acceptance of the Goods; reschedule the Services; or require additional or diminished Goods or Services; and Seller shall proceed diligently with the performance of this Purchase Order as so changed irrespective of whether a price adjustment has been determined as provided by this Clause. If any such change causes an increase or decrease in the cost of or the time required for performance of this Purchase Order and Seller makes a proper and timely request, Buyer shall make an equitable adjustment in the Purchase Order price or delivery dates or both, and this Purchase Order shall be modified in writing accordingly. Any equitable adjustment for suspension or interruption of, or delay in, Seller's performance shall exclude profit.

If Seller deems any instruction or direction by or on behalf of Buyer to be a change to this Purchase Order, it must so notify Buyer in writing within seven (7) days of the receipt of such instruction or direction.

Any claim by Seller for adjustment under this Clause may, at Buyer's option, be deemed to be absolutely and unconditionally waived unless asserted in writing (including the amount of the claim) and delivered to Buyer within thirty (30) days from the date of receipt by Seller of the change order or direction, except where an extension is granted in writing by Buyer.

If the cost of property made obsolete or excess as a result of a change is paid by Buyer, Buyer may prescribe the manner of disposition of such property.

Buyer's engineering and technical personnel are not authorized to change the Goods or Services ordered or any other provision of this Purchase Order. No change order or other modification will be binding on Buyer unless issued by an authorized representative of Buyer's procurement department.

19.a TERMINATION FOR BUYER'S CONVENIENCE

a.Buyer may terminate performance of work under this Purchase Order in whole or, from time to time, in part if Buyer determines that a termination is in Buyer's interest.Buyer's Representative shall terminate by delivering to Seller a Notice of Termination specifying the extent of termination and the effective date.

b.After receipt of a Notice of Termination, and except as directed by Buyer's Representative, Seller shall immediately proceed with the following obligations, regardless of any delay in determining or adjusting any amounts due under this clause:

   (1) Stop work as specified in the notice.

   (2) Place no further subcontracts or orders (referred to as subcontracts in this clause) for materials, services, or facilities, except as necessary to
    complete the continued portion of this Purchase Order.

   (3) Terminate all subcontracts to the extent they relate to the work terminated.

   (4) Assign to Buyer, as directed by Buyer's Representative, all right, title, and interest of Seller under the subcontracts terminated, in which case Buyer
    shall have the right to settle or to pay any termination settlement proposal arising out of those terminations.

   (5) With approval or ratification to the extent required by Buyer's Representative, settle all outstanding liabilities and termination settlement proposals
        arising from the termination of subcontracts; the approval or ratification will be final for purposes of this clause.

   (6) As directed by Buyer's Representative, transfer title and deliver to Buyer: (i) The fabricated or unfabricated parts, work in process, completed work,
    supplies, and other material produced or acquired for the work terminated; and (ii) The completed or partially completed plans, drawings, information, and
    other property that, if the Purchase Order had been completed, would be required to be furnished to Buyer.

   (7) Complete performance of the work not terminated.

   (8) Take any action that may be necessary, or that Buyer's Representative may direct, for the protection and preservation of the property related to this
    Purchase Order that is in the possession of Seller and in which Buyer has or may acquire an interest.

   (9) Use its best efforts to sell, as directed or authorized by Buyer's Representative, any property of the types referred to in paragraph b(6) of this clause;     provided, however, that Seller (i) is not required to extend credit to any purchaser and (ii) may acquire the property under the conditions prescribed by, and at     prices approved by, Buyer's Representative. The proceeds of any transfer or disposition will be applied to reduce any payments to be made by Buyer under     this Purchase Order, credited to the price or cost of the work, or paid in any other manner directed by Buyer's Representative.

c. Seller shall submit complete termination inventory schedules no later than sixty (60) days from the effective date of termination, unless extended in writing by Buyer's Representative upon written request of Seller within this 60-day period.

d. After expiration of the plant clearance period as defined in Subpart 45.6 of the Federal Acquisition Regulation, Seller may submit to Buyer's Representative a list, certified as to quantity and quality, of termination inventory not previously disposed of, excluding items authorized for disposition by Buyer's Representative. Seller may request Buyer to remove those items or enter into an agreement for their storage. Within thirty (30) days, Buyer will accept title to those items and remove them or enter into a storage agreement. Buyer's Representative may verify the list upon removal of the items, or if stored, within sixty (60) days from submission of the list, and shall correct the list, as necessary, before final settlement.

e. After termination, Seller shall submit a final termination settlement proposal to Buyer's Representative in the form and with the certification prescribed by Buyer's Representative. Seller shall submit the proposal promptly, but no later than 6 months from the effective date of termination, unless extended in writing by Buyer's Representative upon written request of Seller within this 6-month period. However, if Buyer's Representative determines that the facts justify it, a termination settlement proposal may be received and acted on after 6 months or any extension. If Seller fails to submit the proposal within the time allowed, Buyer's Representative may determine, on the basis of information available, the amount, if any, due Seller because of the termination and shall pay the amount determined.

f. Subject to paragraph e of this clause, Seller and Buyer's Representative may agree upon the whole or any part of the amount to be paid or remaining to be paid because of the termination. The amount may include a reasonable allowance for profit on work done. However, the agreed amount, whether under this paragraph f or paragraph g of this clause, exclusive of costs shown in paragraph g(3) of this clause, may not exceed the total Purchase Order price as reduced by (1) the amount of payments previously made and (2) the Purchase Order price of work not terminated. This Purchase Order shall be modified, and Seller paid the agreed amount. Paragraph g of this clause shall not limit, restrict, or affect the amount that may be agreed upon to be paid under this paragraph

g. If Seller and Buyer's Representative fail to agree on the whole amount to be paid because of the termination of work, Buyer's Representative shall pay Seller the amounts determined by Buyer's Representative as follows, but without duplication of any amounts agreed on under paragraph f of this clause:

(1) The Purchase Order price for completed Goods or Services accepted by the Buyer (or sold or acquired under paragraph b(9) of this clause) not previously paid for, adjusted for any saving of freight and other charges.

(2) The total of: (i) The costs incurred in the performance of the work terminated, including initial costs and preparatory expense allocable thereto, but excluding any costs attributable to Goods or Services paid or to be paid under paragraph g(1) of this clause; (ii) The cost of settling and paying termination settlement proposals under terminated subcontracts that are properly chargeable to the terminated portion of the Purchase Order if not included in subdivision g(2)(i) of this clause; and (iii) A sum, as profit on subdivision g(2)(i) of this clause, determined by Buyer's Representative, consistent with 49.202 of the FAR, in effect on the date of Buyer's Contract, to be fair and reasonable; however, if it appears that Seller would have sustained a loss on the entire Purchase Order had it been completed, Buyer's Representative shall allow no profit under this subdivision g(2)(iii) and shall reduce the settlement to reflect the indicated rate of loss

(3) The reasonable costs of settlement of the work terminated, including: (i) Accounting, legal, clerical, and other expenses reasonably necessary for the preparation of termination settlement proposals and supporting data; (ii) The termination and settlement of subcontracts (excluding the amounts of such settlements); and (iii) Storage, transportation, and other costs incurred, reasonably necessary for the preservation, protection, or disposition of the termination inventory.

h. Except for normal spoilage, and except to the extent that Buyer expressly assumed the risk of loss, Buyer's Representative shall exclude from the amounts payable to Seller under paragraph g of this clause, the fair value, as determined by Buyer's Representative, of property that is destroyed, lost, stolen, or damaged so as to become undeliverable to Buyer.

i. The cost principles and procedures of Part 31 of the FAR, in effect on the date of Buyer's Contract, shall govern all costs claimed, agreed to, or determined under this clause.

j. In arriving at the amount due Seller under this clause, there shall be deducted: (1) All unliquidated advance or other payments to Seller under the terminated portion of this Purchase Order; (2) Any claim which Buyer has against Seller under this Purchase Order; and (3) The agreed price for, or the proceeds of sale of, materials, supplies, or other things acquired by Seller or sold under the provisions of this clause and not recovered by or credited to Buyer.

k. If the termination is partial, Seller may file a proposal with Buyer's Representative for an equitable adjustment of the price(s) of the continued portion of this Purchase Order.Buyer's Representative shall make any equitable adjustment agreed upon. Any proposal by Seller for an equitable adjustment under this clause shall be requested within forty-five (45) days from the effective date of termination unless extended in writing by Buyer's Representative.

l. (1) Buyer may, under the terms and conditions it prescribes, make partial payments and payments against costs incurred by Seller for the terminated portion of this Purchase Order, if Buyer's Representative believes the total of these payments will not exceed the amount to which Seller will be entitled. (2) If the total payments exceed the amount finally determined to be due, Seller shall repay the excess to Buyer upon demand, together with interest computed at the rate established by the Secretary of the Treasury under 50 U.S.C. App. 1215(b)(2). Interest shall be computed for the period from the date the excess payment is received by Seller to the date the excess is repaid. Interest shall not be charged on any excess payment due to a reduction in Seller's termination settlement proposal because of retention or other disposition of termination inventory until ten (10) days after the date of the retention or disposition, or a later date determined by Buyer's Representative because of the circumstances.

m. Unless otherwise provided in this Purchase Order or by statute, Seller shall maintain all records and documents relating to the terminated portion of this Purchase Order for three (3) years after final settlement. This includes all books and other evidence bearing on Seller's costs and expenses under this Purchase Order. Seller shall make these records and documents available to Buyer and the Government, at Seller's office, at all reasonable times, without any direct charge. If approved by Buyer's Representative, photographs, microphotographs, or other authentic reproductions may be maintained instead of original records and documents.

19b. TERMINATION FOR CAUSE

a. (1) Buyer may, subject to paragraphs c and d of this clause, by written notice of default to Seller, terminate this Purchase Order in whole or in part if Seller fails to: (i) Deliver the Goods or perform the Services within the time specified in this Purchase Order or any extension; (ii) Make progress, so as to endanger performance of this Purchase Order (but see paragraph a(2) of this clause); or (iii) Perform any of the other provisions of this Purchase Order (but see paragraph a(2) of this clause). (2) Buyer's right to terminate this Purchase Order under subdivisions a(1)(ii) and (1)(iii) of this clause, may be exercised if Seller does not cure such failure within ten (10) days (or more if authorized in writing by Buyer's Representative) after receipt of the notice from Buyer's Representative specifying the failure.

b. If Buyer terminates this Purchase Order in whole or in part, it may acquire, under the terms and in the manner Buyer's Representative considers appropriate, Goods or Services similar to those terminated, and Seller will be liable to Buyer for any excess costs for those Goods or Services. However, Seller shall continue the work not terminated.

c.Except for defaults of subcontractors at any tier, Seller shall not be liable for any excess costs if the failure to perform this Purchase Order arises from causes beyond the control and without the fault or negligence of Seller.Examples of such causes include (1) acts of God or of the public enemy, (2) acts of the Government in either its sovereign or contractual capacity, (3) fires, (4) floods, (5) epidemics, (6) quarantine restrictions, (7) strikes, (8) freight embargoes, and (9) unusually severe weather.In each instance the failure to perform must be beyond the control and without the fault or negligence of Seller.

d.If the failure to perform is caused by the default of a subcontractor at any tier, and if the cause of the default is beyond the control of both Seller and the subcontractor, and without the fault or negligence of either, Seller shall not be liable for any excess costs for failure to perform, unless the subcontracted Goods or Services were obtainable from other sources in sufficient time for Seller to meet the required delivery schedule.

e. If this Purchase Order is terminated for default, Buyer may require Seller to transfer title and deliver to Buyer, as directed by Buyer's Representative, any (1) completed Goods, and (2) partially completed Goods and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and contract rights (collectively referred to as "manufacturing materials" in this clause) that Seller has specifically produced or acquired for the terminated portion of this Purchase Order.Upon direction of Buyer's Representative, Seller shall also protect and preserve property in its possession in which Buyer or the Government has an interest

f. Buyer shall pay the Purchase Order price for completed Goods delivered and accepted. Seller and Buyer's Representative shall agree on the amount of payment for manufacturing materials delivered and accepted and for the protection and preservation of the property. Failure to agree will be a dispute under the Claims and Disputes clause. Buyer may withhold from these amounts any sum Buyer's Representative determines to be necessary to protect Buyer against loss because of outstanding liens or claims of former lien holders.

g. If, after termination, it is determined that Seller was not in default, or that the default was excusable, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of Buyer.

h. The rights and remedies of Buyer in this clause are in addition to any other rights and remedies provided by law or under this Purchase Order.

20. NO WAIVER; SEVERABILITY.

21. APPLICABLE LAW.

22. PROHIBITION OF GRATUITIES.

a. Seller represents and warrants that it and its officers, employees, agents and representatives have not offered or given, and agrees that it and its officers, employees, agents and representatives will not offer or give, any kickbacks or gratuities in the form of entertainment, gifts, or otherwise to any officer or employee of Buyer or Buyer's customer with a view toward securing this or any other Purchase Order, any favorable treatment with respect to the awarding or amending of this or any other Purchase Order, or the making of any determination with respect to Seller's right or duties. b. For any breach of Seller's obligations under this Clause, Buyer shall have, in addition to any other rights provided by this Purchase Order, the right to terminate any or all Purchase Orders with Seller for cause, and to recover from Seller the amount of any gratuity, plus all reasonable costs (including attorney fees) incurred in seeking such recovery.(Seller is also advised that, if this Purchase Order is issued under a prime contract or subcontract of the Government, any gratuity offered or given in violation of this Clause may also entail liabilities of Seller under applicable statutes, regulations, or other Purchase Order provisions.)

23. PRICING OF ADJUSTMENTS.

All adjustments, including but not limited to "equitable adjustments," under this Purchase Order shall be based upon Seller's costs, plus a reasonable profit unless profit is expressly excluded by language of this Purchase Order. Seller's costs shall be those that are reasonable, allowable, and allocable under the standards of Part 31 of the Federal Acquisition Regulation (and, if this Purchase Order is issued under a contract or subcontract with any Department of Defense entity, Part 231 of DFARS) as in effect in Buyer's Contract on the date of this Purchase Order.

24. CLAIMS AND DISPUTES.

a. Claims for Adjustment. For any claims seeking an equitable adjustment or other relief in excess of $100,000 submitted by Seller under this Purchase Order, Seller shall submit to Buyer a signed certificate that states as follows, substituting Seller's legal name where indicated: "I certify that the claim is made in good faith; that the supporting data are accurate and complete to the best of my knowledge and belief; that the amount requested accurately reflects the Purchase Order adjustment for which [the Seller] believes General Dynamics Ordnance and Tactical Systems is liable; and that I am duly authorized to certify the claim on behalf of [the Seller]."If requested by Buyer, Seller shall identify the portion of its claim for which it believes the Government is liable and shall execute the certification above, substituting "the Government" for "General Dynamics Ordnance and Tactical Systems" as to such amount.

b. Government Decisions. If a final decision is issued by a Contracting Officer for Buyer's Contract (or the Prime Contract under which Buyer's Contract is issued) and the decision relates in any way to this Purchase Order or to the Goods or Services ordered hereunder, said decision, if binding upon the Buyer, shall also be binding upon Buyer and Seller with respect to this Purchase Order. If Buyer appeals or commences an action regarding such decision, any decision upon such appeal or action, if binding upon the Buyer under the Prime Contract, shall be binding upon the Buyer and Seller as it relates to this Purchase Order. If any appeal is taken or an action commenced by Buyer, Seller shall assist Buyer in its prosecution thereof in every reasonable manner. If, as a result of any decision or judgment binding upon Buyer, Buyer is unable to obtain reimbursement from the Government (or Buyer's customer) for, or is required to refund or credit to the Government (or Buyer's customer), any amount with respect to which Buyer has paid Seller, Seller shall, on demand, promptly repay such amount to Buyer

c. Resolution of Other Disputes. Any dispute between Buyer and Seller that is not resolved pursuant to the provisions of this Purchase Order or through discussions between the parties may be resolved through an action in a court of appropriate jurisdiction and venue.

d. Seller to Continue Performance. Seller shall proceed diligently with performance of this Purchase Order pending final resolution of any request for relief, claim, dispute, appeal or action arising under or in connection with this Purchase Order and pending such resolution shall comply with Buyer's written direction, if any, on the matters at issue.

25. INSOLVENCY.

Buyer may terminate this Purchase Order for cause if Seller files a voluntary petition under any federal or state bankruptcy act, is adjudicated a bankrupt, Seller becomes insolvent or commits an act of bankruptcy, or engages in any act which reasonably causes Buyer to deem itself insecure.

26.

a. Unless otherwise agreed herein, Seller at its sole cost shall supply all material, equipment, designs, drawings, tools and facilities required to perform this Purchase Order. b. Any materials, equipment, designs, drawings, tools or other property furnished by Buyer or specifically paid for by Buyer shall be Buyer's property, shall be used only in filling orders from Buyer and may on Buyer's demand be removed by Buyer without charge. Seller shall use such property at its own risk and shall be responsible for all loss of or damage to the same or to any person while property is in Seller's custody. Seller shall, at its sole cost, store and maintain all such property and maintain property in good condition and repair. Buyer makes no warranties of any nature with respect to any such property, which is furnished "AS IS." c. Graphics arts and packaging materials:All film negatives, positives, engravings, electrodes and dies made by Seller for the production of material of this Purchase Order will become the property of Buyer and be delivered to Buyer at the completion of work under this Purchase Order d. Notwithstanding anything herein to the contrary, the provisions of this paragraph do not apply to property owned by the Government. Disposition and use of Government property shall be governed by applicable Government regulations.

27. CONSTRUCTION.

28. COMPLETE AGREEMENT.

All specifications, drawings, and data submitted to Seller with this Purchase Order are hereby incorporated herein and made a part hereof. This Purchase Order constitutes the entire contract between Buyer and Seller and supercedes any prior offers, counteroffers, negotiations, or agreements concerning the Goods or Services. No revision, addition, or supplement to this Purchase Order or to any of its terms or conditions shall be effective unless agreed to in writing by Buyer's Representative.

29. SURVIVAL.

Seller shall not be relieved of its obligations under the following clauses (or under any applicable Special U.S. Government Provision that, by its nature, requires continuing obligations on Seller to achieve its intended effect) because of the termination, expiration, or completion of this Purchase Order:

Inspection Warranties Proprietary Information Compliance with LawsLien Waivers Indemnification and Insurance Publicity Changes (as to disposition of property only) Applicable Law Pricing of Adjustments Claims; Disputes Designs, Tools, Dies, Etc. Compliance with Export Laws

30. ORDER OF PRECEDENCE.

Any inconsistency in this Purchase Order shall be resolved by giving precedence in the following order: (a) the face of this Purchase Order; (b) Special Provisions, if any; (c) these Standard Terms and Conditions; (d) Attachments, Exhibits, or Annexes, if any; and (e) the Statement of Work.

31. EXCUSABLE DELAYS.

a. Buyer shall not be liable for any delay or failure to perform if the delay or failure is without the fault or negligence of Buyer including, as examples, any of the enumerated causes listed in Paragraph 19b, subparagraph c. b. Seller shall not be liable for any delay or failure to perform to the extent such delay or failure to perform is excusable pursuant to Paragraph 19b, subparagraphs c and d, and provided Seller gives written notice to Buyer as soon as any such cause is anticipated (or, if it could not be anticipated, as soon as possible after it occurs). If Buyer believes the failure, delay, or anticipated delay in Seller's performance may impair Buyer's ability to meet Buyer's production or delivery schedules or otherwise interfere with Buyer's operation, Buyer may, at its sole option and without liability to Seller, cancel remaining deliveries in whole or in part.

32. SPECIAL U.S. GOVERNMENT PROVISIONS.

The provisions set forth in this Clause shall apply only if this Purchase Order is issued under a Government prime contract or under a subcontract, at any tier, issued to Buyer under a Government prime contract.

a. Audit. Seller agrees that its books and records and its plants or any such part thereof as may be engaged in the performance of this Purchase Order, shall at all reasonable times be subject to inspection and audit by any person designated by the head of any executive department of the Government. b. Quality Control. Except as otherwise provided in this Purchase Order, Seller's system of Quality Control during the performance of this Purchase Order shall be in accordance with the specifications required by Buyer's Contract. c. Seller agrees it will negotiate Purchase Order modification(s) in good faith to incorporate additions, deletions, and changes to the clauses set forth below if Buyer deems them necessary to comply with Buyer's Contract or modifications to Buyer's Contract. If any such modification to this Purchase Order causes an increase or decrease in the cost, or the time required for the performance, of any part of the work under this Purchase Order, an equitable adjustment shall be made pursuant to the "Changes" clause of this Purchase Order. d. The following clauses of the FAR and DFARS are incorporated herein by reference, and made part hereof with the same force and effect as if they were given in full text, to the extent and with the changes to the clause text specified herein. The date of each clause is specified; however, the clause in effect in the Buyer's Contract on the date of this Purchase Order shall be incorporated by reference and changes, if necessary, to each such clause shall be made to be consistent with the intent of the changes set forth below.

33. REPRESENTATIONS AND CERTIFICATIONS.

The following representations and certifications are material representations relied upon by Buyer in making award to Seller. Seller shall notify Buyer of any change of circumstances affecting representations and certifications made by Seller. The representations and certifications as set forth below omit several choices that appear in the FAR version.By executing this Purchase Order, Seller represents that it has considered the full FAR version of the representations and certifications before executing this Purchase Order and affirms that the representations and certifications below are accurate.