1.1 Seller agrees to be bound by and to comply with all terms set forth herein and in any
purchase order, to which these terms are expressly incorporated by reference
(collectively, the “Order”), including any amendments, supplements, specifications and
other documents referred to in an Order. Acknowledgement of an Order, including
without limitation, by beginning performance of the work called for by an Order, shall be
deemed acceptance of an Order. The terms set forth in an Order take precedence over
any alternative terms in any other document connected with a transaction unless such
alternative terms are: (a) part of a written supply agreement (“Supply Agreement”), which
has been negotiated between the Parties and which the Parties have expressly agreed
may override these terms in the event of a conflict and/or (b) set forth on the face of an
Order.

All goods ordered shall be subject to inspection or verification by Buyer or its authorized
agent (a) during the period of manufacture, (b) prior to shipment, and (c) at destination,
notwithstanding any prior payment, inspection or terms of shipment. Inspection by Buyer
or its authorized agent, failure of Buyer or its agent to make adequate inspection, or
acceptance by Buyer shall in no event limit or discharge the obligations of Seller to
comply with the provisions of an Order. Payment for any goods hereunder shall not
be deemed acceptance thereof. All risk of loss or damage to the goods will remain
Seller’s until delivered to and accepted by Buyer at the point specified in an Order,
unless Buyer and Seller agree otherwise in writing.
Title to the goods shall pass to Buyer no later than the time of delivery provided that any
passing of title shall not prejudice either Buyer’s right to reject Nonconforming Goods or
any other right that Buyer may have; and in those instances where advances or progress
payments are made, title, but not risk of loss or damage, shall pass to Buyer as soon as
items are identified to the Order. All items so identified shall be adequately marked and
recorded as being the property of Buyer. “Non conforming Goods” shall mean any goods
that fail to conform in any respect to one or more of the warranties.

The terms and conditions for shipment are stated on the face of the Order. The time stipulated for
delivery of the goods in the Order shall be of the essence, and failure of Seller to complete
delivery of the goods herein ordered within the time specified, or within a reasonable time if no
time is specified, shall, at the option of Buyer, without liability, in addition to Buyer’s other rights or
remedies, relieve Buyer of any obligation to accept and pay for any such goods. Without
prejudice to Seller’s obligation to deliver the goods on time, Seller shall give Buyer notice in
writing immediately if any delay is foreseeable. Buyer shall not be required to make any payment
in respect of goods shipped by Seller in advance of this specified shipping date until the date
specified in this Order for such goods.

Seller warrants that all goods and services provided pursuant to this Order, whether provided by
Seller or a direct or indirect supplier of Seller, will be free of any claims of any nature, including
without limitation title claims, and will cause any lien or encumbrance asserted to be discharged,
at its sole cost and expense, within thirty (30) days of its assertion (provided such liens do not
arise out of Buyer’s failure to pay amounts not in dispute under this Order or an act or omission of
Buyer). Seller warrants and represents that all such goods and services will be new and of merchantable quality, not used, rebuilt or made of refurbished material unless approved in writing
by Buyer, free from all defects in design, workmanship and material and will be fit for the
particular purpose for which they are intended. Seller acknowledges that it is fully aware of the
purposes for which Buyer intends to use the goods and therefore further represents and warrants
that all goods will be suitable for, and will accomplish, such purposes. Seller expressly warrants
that all goods delivered in connection with this Order will conform to any sample or any
specifications, drawings or other description furnished or adopted by Buyer. Seller will assign to
Buyer any manufacturers’ or other warranties applicable to the goods and will cooperate with
Buyer in enforcing such warranties. The warranty herein shall also apply to any replaced or
corrected goods. The design, manufacture, production, testing, sale and delivery of the goods
and Seller’s performance of its obligations under an Order will comply with all applicable laws.
Any attempt by Seller to limit, disclaim or restrict any such warranties or remedies by
acknowledgment or otherwise shall be null, void and ineffective.