1. Risk of Loss. Unless otherwise specifically agreed to in writing by the Seller, all sales made hereunder shall be FOB Seller’s factory and title to products priced FOB Seller’s factory shall pass to Buyer upon delivery at such shipping point.
2. Price. All prices are based on shipments made FOB Seller’s factory Prices are subject to change without notice and billing will be based on prices in effect at the time of shipment. Price quotations shall remain in effect for the period of time specified in the quotation, but if no such time period is specified, billing shall be based on prices in effect at the time of shipment Unless specifically included in the price quotation, such quotations will not include supplying pre-production or evaluation samples or supplying test data of any kind.
3. Payment. Payment terms are net thirty (30) days unless otherwise specified. A one percent (1%) service charge will be added for every month or part of a month that the amount due remains unpaid after its due date.
4. Delivery. Seller shall use its best efforts to make deliveries in the quantities and at the times specified in this order. Unless the Buyer specifies shipping instructions, shipment and delivery will be made by the carrier and in the manner designated by the Seller. Seller shall not be liable for delays or defaults in deliveries due to causes beyond Seller’s control and without its fault or negligence.
5. Inspection. Buyer shall perform incoming inspection and testing to monitor the quality of the products shipped hereunder. Buyer may reject those products that do not meet specifications pursuant to section 6. Provided however, that any such inspection or testing performed by the Buyer hereunder must be done within thirty (30) days of the receipt of any shipment included hereunder. Buyer’s failure to perform as specified herein shall result in a waiver of their right to rejection.
6. Express Warranty. (a) NPI warrants that the Products will conform to Customer’s applicable specifications and will be free from defects in workmanship for a period of thirty (30) days from the date of shipment. Material purchased by NPI will be warranted per the terms offered by the Supplier. This express warranty does not apply to materials consigned by Customer to NPI; defects resulting from Customer’s specifications for or design of the Products; or Product that has been abused, damaged, altered, or misused by any person, entity or cause other than NPI. (b) Notwithstanding anything else in this Agreement, NPI assumes no liability for, or obligation related to, the Product’s performance, accuracy, adequacy, failure to meet specifications or defects that are due to materials, specification fixtures, designs, files or instructions produced or supplied by Customer, and Customer shall be liable for costs or expenses incurred by NPI related thereto. (c) Upon any failure of a Product to comply with the any and all applicable warranties, NPI’ sole obligation, and Customer’s sole remedy, is for NPI, at its option, to promptly repair or replace such unit and return it to Customer freight prepaid. There are no damages or other claims that may be in order to require NPI to repair or replace any unit subject to any and all warranties, the Customer shall return Products covered by the warranty freight prepaid after completing a failure report and obtaining a Return Material Authorization (“RMA”) number from NPI to be displayed on the shipping container. (d) The warranties outlined in this Agreement are for the benefit of Customer only and are not assignable. (e) NPI MAKES NO OTHER WARRANTIES OR CONDITIONS ON THE PRODUCTS, EXPRESS, IMPLIED, STATUTORY, OR IN ANY OTHER PROVISION OF THIS AGREEMENT OR COMMUNICATION WITH CUSTOMER. NPI FURTHER SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
7. Product Liability. (a) Customer agrees to defend, indemnify and hold harmless NPI from any claim, action, loss, damage or injury, including death, or costs or expenses (including reasonable attorney fees) which arises from any alleged defect in design, workmanship, or materials of any Products or the use thereof, and any failure to warn of any foreseeable use, improper use, misuse or defect of any Products. Customer shall maintain adequate policies of insurance, with limits that may be approved by NPI, for product liability (including the manufacturing thereof) and/or contractual liability and shall, if requested by NPI, name NPI as an additional insured hereunder. (b) In the event of any litigation, suit or other proceedings relating to or concerning any Products, NPI shall have the right to seek, and have the Customer pay, for separate counsel for NPI. Further, no settlements may be reached in any litigation, suit or other proceedings unless and until NPI, through its President, General Manager or General Counsel approves such settlements in writing.
8. Patents, Copyrights, Trade Secrets, Other Proprietary Rights. (a) Customer shall defend, indemnify, and hold harmless NPI from all claims, costs, damages, judgments, and attorney fees resulting from or arising out of any alleged and/or actual infringement or other violation of any patents, patent rights, trademarks, trademark rights, trade names, trade name rights, copyrights, trade secrets, designs, proprietary rights and processes, or other intellectual property rights (“Intellectual Property rights”) in connection with the performance by NPI of its obligations under this Agreement. NPI shall promptly notify Customer in writing of the initiation of any such claims. In the event of any litigation, suit or other proceedings relating to or concerning Intellectual Property rights, NPI shall have the right to seek, and have the Customer pay, for separate counsel representing the interests of NPI. Further, any and all settlements regarding Intellectual Property rights shall be approved in writing by NPI’s President, General Manager and General Counsel before such settlements are reached. (b) NPI shall defend, indemnify, and hold harmless Customer from all claims, costs, damages, judgments, and attorney fees resulting from or arising alleged and/or actual infringement or other violation of Intellectual Property rights in connection with the performance by NPI of its obligation under this Agreement (“Manufacturing-Related Intellectual Property Rights”). Customer shall promptly notify NPI in writing of the initiation of any such claims. In the event of any litigation, suit or other proceedings relating to or concerning such Manufacturing- Related Intellectual Property Rights, Customer shall permit NPI to assume the defense thereof, and cooperate with NPI with respect to such defense. If NPI elects not to assume the defense, Customer shall have the right to seek, and have NPI pay, for separate counsel representing the interests of Customer. Further, any and all settlements regarding such Manufacturing-Related Intellectual Property Rights shall be approved in writing by an authorized representative of Customer. (c) THE FOREGOING STATES THE ENTIRE LIABILITY OF THE PARTIES TO EACH OTHER CONCERNING INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS.
9. Termination. (a) Customer may cancel any portion of an accepted purchase order at any time by providing written notice to NPI no later than five (5) working days before delivery. Upon any cancellation, NPI will take the necessary actions to implement the cancellation pursuant to Section (c) in addition to any other right or remedy available to NPI under the Agreement herein and common and statutory or other laws. (b) If there is a material breach of contract, or anticipatory material breach of contract by Customer, due to the failure of the Customer to pay NPI on a timely basis for any invoice or other payment due to NPI, or any other reason, NPI will have the right and/or remedy as identified in Section (c), in addition to any other right or remedy available to NPI under the Agreement herein and common and statutory or other laws. (c) In the event of a Customer’s cancellation, material breach, or anticipatory breach of contract, NPI, shall have the immediate right to invoice, terminate the Agreement with and/or seek recovery from, Customer to pay NPI for all Products and Inventory as follows: (i) 100% of the contract price for all finished Products in NPI’ possession, (ii) 120% of the cost (inclusive of labor and overhead incurred vendor or usable for other Customer accepted purchase orders or other customers, whether in raw form or work in process, (iii) 110% of the cost of all Inventory on order and not cancelable, and (iv) any vendor cancellation charges incurred with respect to Inventory accepted for cancellation or returned by the vendor. NPI will use reasonable commercial efforts to return unused Inventory and to cancel pending orders. Customer will be entitled to take delivery of all Products and Inventory to be paid for by Customer under this section, after NPI’ receipt of payment therefor.
10. Force Majeure. Neither Seller nor Buyer shall be liable to the other for default or delay in delivering or accepting goods hereunder if caused by an Act of God, war, mobilization, riot, strike, embargo, shortage of utility, facility, material or labor, delay in transportation, breakdown or accident, or compliance with or action taken to carry out the extent or purpose of any law or regulation. When only a part of Seller’s or Buyer’s capacity to perform is excused under this paragraph, Seller or Buyer must allocate production, deliveries, or receipt of deliveries among various customers or suppliers then under contract for similar products during the period when Buyer or Seller is unable to perform. The allocation must be effected in a commercially fair and equitable manner. When either Seller or Buyer claims an excuse for non-performance under this paragraph, it must give notice in writing to the other party. When an allocation has been made, notice of the estimated quota made available for Buyer or Seller, as the case may be, must be given. Should such inability to perform continue for a period in excess of sixty (60) days Seller shall not be obligated to sell, nor shall Buyer be obligated to purchase, at a later date, that portion of the good unable to deliver or Buyer is unable to receive or use because of any of the aforementioned causes beyond the control of the parties.
11. Changes. Customer may request in writing that NPI incorporate an Engineering Change into the Product. Such request will include a description of the proposed change sufficient to permit NPI to evaluate its feasibility. NPI will reply to the Engineering Change by outlining any impact on delivery schedule and expected cost. NPI will not be obligated to proceed with the Engineering Change until the Customer provides written acknowledgment of the proposed price and schedule impact, and authorizing NPI to implement the change. Pricing for obsolete inventory as a result of such change will be in accordance with the terms as provided in section 3.3 herein.
12. Sales and Other Taxes. The purchase price does not include sales, use, excise or other taxes Consequently, in addition to the purchase price specified herein, the amount of any present or future sales, use, excise or other tax applicable to the sale of products sold hereunder or the use of such products by the Buyer shall be paid by the Buyer or, in lieu thereof, the Buyer shall furnish Seller with a tax exemption certificate acceptable to the appropriate taxing authority.
13. General. (a) Any clause required to be included in a contract of this type by any applicable law or administrative regulation having the effect of law shall be deemed to be incorporated herein (b) No terms or conditions other than those stated herein, and no agreement or understanding, oral or written, in any way purporting to modify these terms.
14. Conflict Minerals Policy Statement. The Conflict Minerals Rule requires publicly traded companies to report annually the presence of conflict minerals (tin, tungsten, tantalum and gold, or “3TG”) originating in the Democratic Republic of the Congo or adjoining countries (“Covered Countries”). NPI is working toward sourcing components and materials from companies that share our values around human rights, ethics and environmental responsibility. We ask of our suppliers to abide by the requirements of our Supplier Code of Conduct, which prohibits human rights abuses and unethical practices. We are committed to complying with any requirements applicable to the Conflict Minerals Rule.

NPI Services, Inc.Terms and Conditions of Sale
QD137 Rev. 2.0