INTELLIGENT TECHNOLOGIES, LLC

TERMS AND CONDITIONS 

1. Acknowledgment and Acceptance

           Acceptance is limited to the provisions contained in this order and this order shall be accepted by returning ITECH acknowledgment to iTECH. If Seller ships or delivers to ITECH any material or performs any services covered by this order, without having first received ITECH’s express written consent to a modification of or addition to the terms contained herein, such action by Seller shall constitute Seller’s acceptance of the terms contained herein despite any language to the contrary in Seller’s acknowledgement of conformation, and such action by Seller shall constitute a waiver of any such language. ITECH’s silence or its acceptance of any material shipped or delivered, or services performed, by the Seller, shall in no event be deemed an acceptance by ITECH of terms contained in any acknowledgment, conformation or other communication received from Seller at variance with the provisions of this order. 

2. Warranties

         (a) Quality – Seller expressly warrants that all material and services covered by this order (1) shall be of good quality and workmanship and free from defects, latent or patent. (2) Shall conform to drawings, specifications descriptions and sample furnished ITECH, and (3) if a product of the seller or produced in accordance with Seller’s specifications, shall be suitable and suitable and sufficient for the purposes for which intended.

          (b) Patents – (1) Seller warrants that the sale, resale or use of the materials furnished hereunder will not infringe any patents (except in so far as such infringement necessarily arises from the from the use of plans and specifications furnished by ITECH), and customers and users of it’s materials from all damages and expenses (including, without limitations, all legal fees and expenses) resulting from any and all claims based on any such actual or alleged infringement.   

3. Laws

          Seller agrees that all material covered by this order will be produce in compliance with all applicable statues, rules, regulations and orders of Federal, state and local governments or governmental authorities. 

4. Inspection

           All material covered by this order shall be received subject to ITECH’s final inspection for all approved or rejected, notwithstanding prior payment therefore. In the event any material is found to be defective, fails to meet ITECH’s specifications or is otherwise nonconforming, ITECH may at its option, in addition to all other rights and remedies available to it under applicable law, return such material to Seller, at Seller’s expense, for credit or replacement. 

5. Tools and Equipment

           Tools, dies and equipment furnished to Seller by ITECH or purchased from Seller by ITECH to perform this purchase order shall remain the property of the ITECH and kept in good working condition, normal wear and tear excepted. Such property shall at all times be properly housed and maintained by Seller, shall be deemed to be personal property; shall be marked “ Property of iTECH by Seller; shall, upon request of ITECH, be immediately delivered to ITECH by Seller F.O.B Sell plant, properly packed and marked in accordance with the requirements of the carrier selected by ITECH to transport such property or shall, upon request of ITECH, be immediately delivered to ITECH by Seller at any location designated by ITECH, in which event ITECH shall pay to Seller the cost of the delivery such property to such location. ITECH shall have the right to enter into Seller premises at any reasonable time to inspect such property and Sellers records with respect there to. 

6. Changes

           ITECH may at any time make changes in this order, but if any such change would cause a delay in time performance, or an increase in price, Seller shall notify ITECH immediately and such changes shall be made only if authorized by a written “Change Order” issued by ITECH. 

7. Delivery

           The time (or times, if delivery is to be in installments), method and place specified in this order for shipments or delivery are the essence. If the seller fails to deliver the product on time, iTECH reserves the right to purchase else ware and terminate the order immediately by providing written notice to the seller.          

8.    Cancellation

           ITECH may at any time cancel or suspend this order, or any part thereof, with cause by 5 days’ written notice to Seller specifying the effective date and the extent of such cancellation or suspension. Upon receipt of such notice, Seller will to the extent directed by ITECH, immediately terminate all work on this purchase order and any contracts there under and generally take all actions reasonably designed to reduce its cost in connection with the work ordered hereunder. If ITECH cancels this purchase order without cause, ITECH shall reimburse Seller for Seller’s reasonable expenses which are properly allocable to and result from such cancellation as determined according to generally accepted accounting practices. The amount of such reimbursement shall in no event exceed an amount equal to that part of the contract price allocable to the part of this purchase order which is canceled. 

9. Insecurity

           If because of Seller’s financial condition or any other reason, ITECH determines that there are reasonable grounds for insecurity in respect of Seller’s performance hereunder ITECH shall notify Seller in writing. If within the time specified in such notice, Seller has not provided ITECH assurance acceptable to ITECH of Seller’s willingness and ability to render such performance, Seller shall be deemed to be in default hereunder and ITECH may, in addition to all other remedies available to it, cancel this purchase order or any unexecuted portion hereof. 

10. Risk of Loss

           Damage or loss to the material covered hereby shall be at Seller’s risk until such materials are received by ITECH from the last carrier or shipper, unless otherwise acknowledged in writing by ITECH. 

11. Recall

           In the event that a recall of the goods is necessitated by a defect, a failure to confirm to the specifications, applicable law, or any other reason in the sellers control, seller shall bear all costs and expenses of such recall, including without limitation, costs of notifying customers, cost of returning goods and other expenses incurred to meet obligations to third parties. 

12. Design Rights

          ITECH shall at all times have and retain title to all designs, drawings and specifications furnished by ITECH to Seller and intended for use with this order. Seller agrees to use such designs, drawings and specifications only in connection with this order and shall not disclose the same to any other person, firm or corporation, excepting government inspectors, without obtaining the written consent of ITECH. 

13. Services

           If Seller is to perform service for ITECH, Seller agrees to indemnify and save ITECH harmless from all liabilities, claims and losses arising from or out of the performance of such services. Seller agrees to furnish ITECH with satisfactory evidence of adequate property damage, public liability and workman’s compensation insurance. 

14. Remedies, Modifications and Waiver

          Remedies herein provided shall be cumulative and additional to any other remedies provided under applicable law. No modification or waiver of any provision hereof shall be binding upon ITECH unless contained in a writing designed by an officer of ITECH. A waiver of any right or obligation set forth herein on one occasion shall not be deemed a waiver of any other right or obligation or of the same right or obligation on any other occasion. 

15. Non-Assignment

          Seller shall not delegate its performance hereunder or assign its right to any payment not yet earned without ITECH’s prior written consent. 

16. Governing Law

           The validity, constructed and effect of the provision of this purchase order and the purchase and sale herein contemplated shall be governed by and construed according to the laws of the state described on the face hereof as the location of the ITECH’s office from which this purchase order originated.         

16. Specification Changes, Parts/Assemblies Made to iTech Drawings

           Supplier shall notify iTECH of any changes to specifications, tooling changes, mold modifications or repairs by manufacture; including end of life and last time buys. 

                 (a) Article shall be adequately packaged to preclude shipping/handling damage, and identified to reflect the iTECH part number as indicated on the iTECH Purchase Order.

                 (b) The supplier shall notify iTECH and obtain approval prior to making any design changes. This includes changes to material, tooling and or Processing. iTECH will evaluate                           proposed changes to ensure there is no negative impact to function, interchangeability, reliability or cleanliness.

                 (c) Review of nonconforming material shall be directed to iTECH Supplier Quality through a DMN discrepant Material Notice and or SCAR Supplier Corrective Action Report. Material known to be nonconforming shall not be shipped without prior approval. Nonconforming material is defined as any material, part or product in which one or more features/characteristics do no comply with the requirements specified in the purchase order, drawing/specification, or other applicable product description. 

17. Affirmative Action

           The provisions of Section 202 of Executive Order 11246, the provisions of the Equal Opportunity Clause in 38 U.S.C. 2012, the Vietnam Era Readjustment Act of 1974 and the provisions of the Equal Opportunity clause, Section 503 of the Rehabilitation Act of 1973 are expressly incorporated herein by reference and shall be applicable to this purchase order, contract, subcontract, lease or government bills of lading unless exempted under the rules, regulations or orders of the Secretary of Labor.