2. DEFAULT: Time is of the essence of this order. Buyer may by written notice of default to Seller terminate the whole or any part of this order if (a) Seller fails to perform within the time specified herein or any extension thereof or (b) Seller either fails to perform any of the other provisions of this order or so fails to make progress as to endanger performance of this order in accordance with its terms. Upon such termination Buyer may procure upon such terms as it shall deem appropriate goods or services similar to those so terminated, in which case Seller shall continue performance of this order to the extent not terminated and shall be liable to Buyer for any excess costs for such similar goods or services. As an alternate remedy in lieu of termination for default, Buyer, at its sole discretion, may elect to extend the delivery schedule and/or waive other deficiencies in Seller's performance, in which case an equitable reduction in the order price shall be negotiated. If Seller does not comply with the Buyer's delivery schedule, Buyer may require delivery by fastest way and charges resulting from the premium transportation must be fully prepaid and absorbed by Seller. The rights and remedies of the Buyer provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by law or this order.

3. INSPECTION: All goods (which term throughout this order includes without limitation raw materials, components, intermediate assemblies, tools and end products) and services shall be subject to inspection and test by the Buyer and its customer at all times and places including the period of manufacture and in any event prior to final acceptance by the Buyer and its customer in order to assess work quality, conformance with specifications, and conformance with Seller’s representations, warranties and covenants under this order. If any inspection or test is made on the premises of Seller or its sub-supplier, Seller without additional charge shall provide all reasonable facilities and assistance for the safety and convenience of the inspectors in the performance of their duties. Buyer’s failure to inspect or reject non-conforming goods and services or failure to detect defects by inspection, shall not relieve Seller from responsibility under this order. Seller shall provide and maintain an inspection and process control system acceptable to Buyer covering the goods and services hereunder. Records of all inspection work by Seller shall be kept complete and available to Buyer during the performance of this order and for such longer periods as may be specified in this order.

4. WARRANTIES: Seller warrants that all goods and services sold hereunder or pursuant hereto will be (a) free of any claim of any nature by any third person and that Seller will convey clear title thereto to Buyer as provided hereunder, (b) of merchantable quality, free from all defects in design, workmanship and materials, (c) fit for the particular purposes for which they are purchased, and (d) provided in strict accordance with specifications, samples, drawings, designs and other requirements (including performance specifications) provided, approved or adopted by Buyer. Seller further warrants that (a) the goods and services sold hereunder or pursuant hereto contain no known computer viruses, time bombs, or code or instructions (including any code or instructions provided by third parties) that may be used to access, modify, delete, damage, or disable any computer, associated equipment, computer programs, data files or other electronically stored information operated or maintained by Buyer, and (b) neither the performance nor the functionality of the goods or services will be affected by any date changes.

5. REJECTIONS: If any of the goods or services ordered are found at any time to be defective, or otherwise not in conformity with the requirements of this order, including any applicable drawings and specifications, Buyer, in addition to any other rights and remedies it may have, at its option and sole discretion may: (a) reject and return such goods at Seller's expense; (b) require Seller to inspect the goods and remove and replace non-conforming goods with goods that conform to this order; (c) upon notice to Seller, take such actions as may be required to cure all defects and/or bring the goods or services into conformity with all the requirements of this order; and/or (d) reject the services and require Seller to re-perform, at its own expense, any defective portion of the services performed. If Buyer elects option (b) above and Seller fails to promptly make the necessary inspection, removal and replacement, Buyer may at its option inspect and sort the goods; and Seller shall pay the cost thereof.

6. BUYER’S PROPERTY: All tools, equipment, materials, drawings, computer programs, or other documented data of every description furnished to Seller by Buyer or paid for by Buyer, and any replacement thereof, or any materials affixed or attached thereto, shall be and remain the personal property of Buyer. Such property, and whenever practical each individual item thereof, shall be plainly marked or otherwise adequately identified by Seller as "Property of GE" and shall be safely stored separate and apart from Seller's property. Seller shall not substitute any property for Buyer’s property and shall not use Buyer’s property except in filling Buyer’s orders. Buyer’s property while in Seller's custody or control shall be held at Seller's risk. Buyer’s property shall be subject to removal at Buyer’s written request, in which event Seller shall prepare such property for shipment and shall deliver it as directed by Buyer in the same condition as originally received by Seller, reasonable wear and tear excepted, all at Seller's expense.

If this order funds the development of any item; including without limitation any composition of matter, article of manufacture, machine, process, method, software program, or database; or results in any idea, invention, or work of authorship which may be subject to patent, copyright, trademark or trade secret protection; Seller hereby agrees to assign all right, title and interest in and to said item, idea, invention or work of authorship to Buyer. Seller shall notify Buyer of the development of such item, idea, invention, or work of authorship and shall cooperate with and assist Buyer in every reasonable way to perfect its right, title and interest, such as by executing and delivering all additional documents reasonably requested by Buyer in order to perfect, register, and/or enforce the same, and Buyer shall reimburse Seller for reasonable costs incurred by Seller in providing such assistance.

7. CHANGES: Buyer at any time shall have the right to make changes in the quantities, specifications or delivery schedule. Any such change which has significant impact shall entitle either Seller or Buyer to an equitable adjustment. However, no additional charge will be allowed unless authorized by Buyer’s written amendment to this order. Information, such as technical direction or guidance provided to Seller by representatives of Buyer in connection with Seller's performance of this order, shall not be construed either as a change within the meaning of this provision or as direction to proceed outside the scope of this order. If Seller considers that the conduct of any of Buyer’s employees has constituted a change hereunder, Seller shall notify Buyer immediately in writing as to the nature of the change and its effect on Seller's performance including delivery schedule and the amount to be paid to Seller. In any event, the maximum liability of Buyer for obsolescence, scrappage, and/or rework resulting from any change shall be limited to the value of the materials and parts in process at the time of the change, to the extent that such parts are within Seller's normal manufacturing cycle required to meet the established delivery schedule. Nothing in this clause, including any disagreement with Buyer as to the equitable adjustment to be made, shall excuse Seller from proceeding with the order as changed.

8. ASSIGNMENT: Assignment of this order or any interest herein or any payment due or to become due hereunder, without the written consent of Buyer, shall be void. Buyer in its sole discretion may assign its rights hereunder to its affiliates or to third party purchasers.

9. SET-OFF: Buyer shall be entitled at all times to set off any amount owing at any time from Seller to Buyer or any of its affiliated companies against any amount payable at any time by Buyer in connection with this order.

10. COMPLIANCE WITH LAWS: Seller shall comply with all federal, state, or local laws and rules and regulations issued thereunder, including applicable price discrimination laws. Seller shall also comply with any provisions, representations or agreements, or contractual clauses required thereby to be included or incorporated by reference or operation of law in the contract, including the Equal Opportunity Clause set forth in 41 CFR Chapter 60-1.4, the Affirmative Action Clause regarding Disabled Veterans and Veterans of the Vietnam Era set forth in 41 CFR Chapter 60-250.4, the Affirmative Action Clause regarding Handicapped Workers set forth in 41 CFR Chapter 60-741.4 and any other provisions or contractual clauses required by the OFCCP as set forth in 41 CFR Chapter 60, as well as any Executive Orders as now or hereafter issued, amended or codified. Seller confirms that it is in compliance with the requirements for non-segregated facilities set forth in 41 CFR Chapter 60-18. In accepting this order Seller represents that the goods to be furnished hereunder were or will be produced in compliance with the requirements of the Fair Labor Standards Act of 1938, as amended, including Section 12(a) and Seller shall insert a certificate to that effect on all invoices submitted in connection with this order. Seller represents, warrants, certifies and covenants (a) that it shall perform all activities required under this order in compliance with all applicable national, state and local environmental, health and safety laws and regulations, (b) that it will take appropriate actions to provide a safe and healthy workplace, and to protect local environmental quality, (c) that each chemical substance constituting or contained in goods sold or otherwise transferred to Buyer hereunder is on the list of chemical substances compiled and published by the Administrator of the Environmental Protection Administration pursuant to the Toxic Substances Control Act (15 USC Section 2601 et seq.) as amended and the European Inventory of Existing Commercial Chemical Substances (EINECS) or the European List of Notified Chemical Substances (ELINCS) or equivalent lists in any other jurisdiction which Buyer informs Seller the goods will likely be shipped, (d) that because products supplied under this order may be exported worldwide, including to countries which forbid the importation of products manufactured with child labor or with forced, indentured or convict labor, no products supplied under this order have been or will be produced utilizing forced, indentured or convict labor or utilizing the labor of persons in violation of the minimum working age law in the country of manufacture, and (e) that it has established an effective program to ensure any suppliers it utilizes to provide any goods or services that will be incorporated into products supplied under this order will be in conformance with the provisions of this paragraph. If any goods or other materials sold or otherwise transferred to Buyer hereunder contain hazardous materials, Seller shall provide all relevant information pursuant to Occupational Safety and Health Act (OSHA) regulations 29 CFR 1910.1200 including a completed Material Safety Data Sheet (OSHA Form 20) and mandated labeling information. Goods and other materials sold or otherwise transferred to Buyer hereunder shall not contain arsenic, asbestos, benzene, carbon tetrachloride,lead, cadmium, or chemicals restricted under the Montreal Protocol unless Buyer expressly agrees otherwise in writing. From time to time, at Buyer’s request, Seller shall provide certificates to Buyer relating to any applicable legal requirements or to update the certifications, representations and warranties in this paragraph, in each case in form and substance satisfactory to Buyer. Without limiting the generality of the foregoing, Seller shall provide certificates of origin relating to Products within the meaning of the rules or origin of the NAFTA preferential duty rules of origin, which will include a statement as to whether the goods in question were produced in the United States, Mexico, or Canada, or, if the country of origin or manufacture is not NAFTA eligible, then a statement as to the country of origin or manufacture

11. SELLER'S PROPRIETARY INFORMATION: Any knowledge or information which Seller has disclosed or may hereafter disclose to Buyer which in any way relates to the goods or services covered by this order shall not, unless otherwise specifically agreed to in writing by Buyer, be deemed to be confidential or proprietary information, and shall be acquired by Buyer free from any restrictions (other than a claim for patent infringement) as part of the consideration for this order. Seller shall not assert any claim (other that a claim for patent infringement) with respect to any such information against Buyer.

12. INDEMNIFICATION: Seller will indemnify, release, defend and hold harmless Buyer, its subsidiaries, affiliates, licensees and assigns, and their respective officers, directors, agents, representatives, subcontractors and employees (each, an "Indemnified Party"), from all claims, liabilities, damages, liabilities, costs (including reasonable attorneys’ fees), expenses, liens or actions (collectively, “Claims”) incurred by or asserted against an Indemnified Party, in any manner arising out of or relating to Seller’s performance or failure to perform its obligations, Seller’s breach of any of the representations, warranties or covenants contained in this order, or any goods or services supplied, under this order, including Claims relating to personal injury (including death) or damage to property. Seller agrees to include this clause in any subcontracts issued hereunder.

13. INSURANCE: Seller shall maintain public liability, property damage and other insurance coverage of at least $3,000,000 (US) per occurrence with carriers satisfactory to Buyer. Seller shall, upon request, furnish Buyer with a certificate of insurance as evidence of the above required insurance and such certificate will provide for thirty (30) days written notice to Buyer prior to cancellation thereof. Buyer shall be included as an additional insured on all such policies. Requirements specified herein and Buyer's approval of insurance coverage are not intended to and shall not in any manner limit or qualify the liabilities and obligations assumed by Seller under this order.

14. INSOLVENCY: If Seller ceases to conduct its operations in the normal course of business, including inability to meet its obligations as they mature, or if any proceeding under the bankruptcy or insolvency laws is brought by or against Seller, or a receiver for Seller is appointed or applied for, or an assignment for the benefit of creditors is made by Seller, Buyer may terminate this order without liability, except for deliveries previously made or for goods or services covered by this order then completed and subsequently delivered in accordance with the terms of this order.

15. TERMINATION: In the event Buyer determines any of Seller’s representations, warranties, certifications or covenants to be untrue, Buyer shall have the right to immediately terminate this order without further compensation to Seller and Seller shall compensate Buyer for any damages suffered by Buyer relating thereto. Additionally, Buyer, by written notice, may terminate this order, in whole or in part, at any time when it is in Buyer’s interest to do so. Buyer shall terminate by delivery of a notice of termination specifying the extent of termination and the effective date. After receipt of a notice of termination, Seller shall immediately: (1) stop work as directed in the notice; (2) place no further subcontracts or orders for materials, services, or facilities, except as necessary to complete the continued portion of the order; and (3) terminate all subcontracts to the extent they relate to work terminated. After termination, Seller shall turn over to Buyer all completed work and work in process, including all designs, drawings, specifications, and other documentation and material required or produced in connection with such work; submit a final termination settlement proposal in the form and in the manner prescribed by Buyer, and Buyer shall reimburse Seller for the cost of all work performed under the order prior to the date of receipt of the notice of termination, less (in the case of terminations under the first sentence of this paragraph) any costs GE incurred as a result of the termination or due to Seller’s breach of any representations, warranties, certifications or covenants.

16. BUYER'S INFORMATION: Seller shall keep confidential any technical process, commercial, or economic or other information furnished by Buyer, or specifications or other data furnished by Buyer in connection with this order and shall not divulge, export, or use, directly or indirectly, such information for the benefit of Seller or any other party without obtaining Buyer's prior written consent. Except as required for the efficient performance of this order, Seller shall not make copies or permit copies to be made of such drawings, specifications, or other data without the prior written consent of Buyer. If any reproduction is made with prior consent, this notice shall be provided thereon. Upon completion or termination of this order, Seller shall promptly return to Buyer all materials and any copies thereof, except for one record copy incorporating any such information.

17. ENTIRE AGREEMENT: This order, with such documents as are expressly incorporated herein by reference, is intended by the parties as a final expression of their agreement with respect to such items as are included herein, and is intended also as a complete and exclusive statement of the terms of their agreement. No course of prior dealing between the parties and no usage of the trade shall be relevant to determine the meaning of this agreement even though the accepting or acquiescing party has knowledge of the nature of the performance and opportunity for objection. The invalidity, in whole or in part, of any of the paragraphs of this order shall not affect the remainder of such paragraphs or any other paragraph of this order.

18. GOVERNING LAW: This order shall be governed by and construed in accordance with the laws of the State of New York, USA, without regard to the State's conflict of law provisions, and not including the United Nations Convention on Contracts for the International Sale of Goods. Any action or suit which arises out of or is related to this order shall be brought in the Federal District Court for the Southern District of New York.

19. WAIVER: The failure of Buyer to enforce at any time or for any period of time any of the provisions hereof shall not be construed to be a waiver of such provisions nor the right of Buyer thereafter to enforce each and every such provision. Any check or approval of drawings by Buyer will be for Seller’s convenience and will not relieve Seller of its responsibility to meet all requirements of this order. No claim or right arising out of a breach of this order can be discharged in whole or part by a waiver of the claim or right unless the waiver is supported by consideration and is in writing signed by the aggrieved party.

20. INTELLECTUAL PROPERTY INDEMNIFICATION: Seller represents and warrants to Buyer that; Seller is the sole owner of all right, title and interest in and to the goods provided by Seller hereunder, or that Seller has the right to perform all services provided by Seller hereunder, including but not limited to all patents, copyrights, trademarks, trade names and trade secrets therein or related thereto; Seller has not sold, granted, conveyed, licensed or assigned to any third party, or in any way encumbered, the goods or any part thereof; Seller has the right to enter into this order and to grant the rights granted herein; and the goods, services and the rights granted to Buyer herein do not infringe upon any right of any third party. Seller shall defend and indemnify at its own cost and expense each Indemnified Party from and against any and all Claims arising out of any breach or purported breach by Seller of any representation or warranty made hereunder. If Seller should fail to defend or settle a Claim at any time after demand, the Indemnified Party shall have the right to do so without prejudice to any claims the Indemnified Party may have against Seller for indemnification pursuant to this clause or otherwise. If, as a result of any Claim, the goods, services or any part thereof provided by Seller hereunder or any permitted use thereof (the "Infringing Good or Service") is found or adjudicated to constitute infringement of any third party's intellectual property right and/or the use of any Infringing Material is enjoined by a court of competent jurisdiction, Seller may, with Buyer’s prior written consent, at Seller's expense and with as little disruption as is reasonably practicable to the Buyer’s business, either: procure for Buyer the right to continue using such Infringing Good or Service; replace such Infringing Good or Service with a non-infringing good or service that performs substantially the same functions and meets the performance objectives set forth in this order, in Buyer’s sole judgment; or remove the Infringing Good or Service and refund the purchase price associated with the removed Infringing Good or Service.

21. TRANSPORTATION, RISK OF LOSS, TITLE PASSAGE: Unless otherwise agreed, Seller must use Buyer's designated corporate-contract carriers. Transportation charges are to be billed to Buyer by carrier and will be borne by Buyer. All costs associated with any unauthorized shipments are Seller's responsibility. The risk of loss in transit lies with Seller. Title will pass to Buyer upon its receipt of the goods.

22. NO AGENCY: Seller shall provide goods and services hereunder as an independent contractor and not as Buyer's agent or employee.

23. ANTICIPATION OF DELIVERY SCHEDULE: Seller shall not make material commitments or production arrangements in excess of the amount or in advance of the time necessary to meet Buyer’s delivery schedule. It is Seller’s responsibility to comply with this schedule, but not to anticipate Buyer’s requirements. Goods shipped to Buyer in advance of schedule may be returned to Seller at Seller’s expense.

24. IMPORTATION OF GOODS: Unless otherwise provided in this order or in a writing signed by Buyer, Seller agrees that Buyer will not be a party to the importation of the goods, that the transaction(s) represented by this order will be consummated subsequent to importation, and that Seller will neither cause nor permit Buyer's name to be shown as "importer of record" on any customs declaration. Where Seller is importer of record, the purchase price is inclusive of all duties and other costs of customs clearance. Upon request Seller will fully cooperate in a timely manner to provide documentation and such assistance as Buyer may request to allow Buyer to claim drawback with respect to the products. Seller warrants that all sales hereunder are in compliance with applicable US export control regulation requirements. If Buyer agrees in writing to be the importer of record, the following shall apply: Seller will provide, in English, all information required by the US Customs Service to be included on documents necessary upon entry of products into the US. Seller shall accurately indicate the country of origin of all products sold hereunder on the customs invoice and other applicable documentation. Seller warrants that no sale hereunder will give rise to anti-dumping or countervailing duties under US law. Seller shall execute such documents as may be necessary to allow Buyer to claim duty preference under applicable programs.