Common use of TERMINATION/CANCELLATION Clause in Contracts

TERMINATION/CANCELLATION. Cancellation of orders once placed with or accepted by Seller can be made only with Seller’s consent. Should Buyer, due to good cause, desire to affect the cancellation of an accepted order, Seller will accept such cancellation on the following basis: (a) For all made-to-order Goods: Buyer shall pay the purchase price in full for all items completed and ready for delivery; Buyer shall pay a percentage of the purchase price on such items as shall not be completed, equivalent to the percentage of completion; and Buyer shall pay in full the cost of all raw materials, consumable materials, manufacturing dies, tools, patterns and fixtures acquired exclusively for the order, and will take ownership and possession of all such items and will be responsible for labor or other documenting expenses incurred in connection therewith. (b) For all made-to-stock Goods: Buyer shall pay (i) all costs and expenses of placing the cancelled Goods in a saleable condition (restocking charge), (ii) any outgoing and incoming freight charges incurred by Seller in connection with the delivery and return of such Goods, if applicable, and (iii) all reasonable and necessary expenses incurred by Seller directly incident to the order up to the date of cancellation. Invoices covering said costs shall be due and payable immediately upon Seller’s acceptance of cancellation. A stop work order will be deemed a cancellation and the provisions of this paragraph shall apply. If Buyer purchases Goods pursuant to an order for use in a contract with the U.S. Government and the U.S. Government terminates Buyer’s prime contract or a portion thereof for convenience, Buyer shall have the right to terminate only that portion of its contract with Seller which has been terminated by the U.S. Government in its prime contract. In such case, Buyer shall be responsible for those costs set forth above.

TERMINATION/CANCELLATION. Cancellation Buyer may, at any time, terminate an Order in whole or in part by written notice or verbal notice confirmed in writing to Seller. If an Order is terminated by Buyer for convenience, any claim of orders once placed with or accepted Seller shall be settled on the basis of actual costs (excluding anticipated profits and other pure economic, indirect and consequential losses) it has already incurred in the performance of the Order. Upon receipt of such notice of termination, Seller shall, unless otherwise directed by Seller can be made only with Seller’s consent. Should Buyer, due to good cause, desire to affect the cancellation of an accepted order, Seller will accept such cancellation on the following basis: (a) For immediately terminate all made-to-order Goods: Buyer shall pay work under the purchase price in full for all items completed and ready for deliveryapplicable Order; Buyer shall pay a percentage of the purchase price on such items as shall not be completed, equivalent to the percentage of completion; and Buyer shall pay in full the cost of all raw materials, consumable materials, manufacturing dies, tools, patterns and fixtures acquired exclusively for the order, and will take ownership and possession of all such items and will be responsible for labor or other documenting expenses incurred in connection therewith. (b) For all made-to-stock Goods: transfer title and deliver to Buyer shall pay (i) all costs completed work which conforms to the requirements of Buyer’s Order and expenses of placing the cancelled Goods in a saleable condition (restocking charge), (ii) any outgoing all reasonable quantities of work in process and incoming freight charges incurred materials produced or acquired in respect of the performance of the work terminated which are of a type and quality suitable for producing supplies in conformance to the requirements; (c) take all action necessary to protect property in Seller’s possession in which Buyer has or may acquire an interest; and (d) submit to Buyer promptly, but not later than twenty (20) days from the effective date of such termination its termination claim, otherwise the claim will be time-barred. Seller shall not manufacture in advance of Seller’s normal material lead-time and production flow time. Any preparation in violation of this prohibition shall be done at Seller’s risk and costs, and if Buyer terminates an Order in accordance with this Section 19, the advanced commitment in materials and work done by Seller shall not be claimed in this respect against Buyer. Buyer will make no payments for finished products, works-in- process or raw materials fabricated or procured by Seller in connection with amounts in excess of those authorized in an Order nor for any undelivered products which are in Seller’s standard stock or which are readily marketable. Notwithstanding the delivery and return of such Goodsforegoing, if applicabletermination is occasioned by Seller’s breach of any conditions hereof, including breach of warranty, or by Seller’s delay, Seller shall not be entitled to any costs, and (iii) Buyer shall claim against Seller all reasonable remedies provided by law and necessary expenses incurred by equity. Further, in the event Seller directly incident to the order up to the date of cancellation. Invoices covering said costs shall be due and payable immediately upon Seller’s acceptance of cancellation. A stop work order will be deemed a cancellation and the provisions of this paragraph shall apply. If Buyer purchases Goods pursuant to an order for use become insolvent or in a contract with the U.S. Government petition for bankruptcy, Buyer may, without further obligation to Seller, terminate all Order(s) associated herewith in whole or in part upon giving written notice to Seller without any remedy, and the U.S. Government terminates Buyer’s prime contract or a portion thereof for convenience, Buyer shall have the right of first refusal to terminate only purchase any tools, and materials of Seller that portion of its contract with Seller should allow Buyer to rebuild the tool and produce the products, to manufacture or procure and use and sell said items, sub- assemblies and spare parts under a royalty-free license which has been terminated by the U.S. Government in its prime contract. In such case, Buyer shall be responsible for those costs set forth aboveis hereby granted.

TERMINATION/CANCELLATION. Cancellation of orders once placed with or accepted by Seller can be made only with Seller’s consent. Should Buyer, due to good cause, desire to affect the cancellation of an accepted order, Seller will accept such cancellation on the following basis: (a) For all made-to-order Goods: Buyer shall pay the purchase price in full for all items completed and ready for delivery; Buyer shall pay a percentage of the purchase price on such items as shall not be completed, equivalent to the percentage of completion; and Buyer shall pay in full the cost of all raw materials, consumable materials, manufacturing dies, tools, patterns and fixtures acquired exclusively for the order, and will take ownership and possession of all such items and will be responsible for all labor or other documenting expenses incurred in connection therewith. (b) For all made-to-stock Goods: Buyer shall pay (i) all costs and expenses of placing the cancelled Goods in a saleable condition (restocking charge), (ii) any outgoing and incoming freight charges incurred by Seller in connection with the delivery and return of such Goods, if applicable, and (iii) all reasonable and necessary expenses incurred by Seller directly incident to the order up to the date of cancellation. Invoices covering said costs shall be due and payable immediately upon Seller’s acceptance of cancellation. A stop work order will be deemed a cancellation and the provisions of this paragraph shall apply. If Buyer purchases Goods pursuant to an order for use in a contract with the U.S. Government and the U.S. Government terminates Buyer’s prime contract or a portion thereof for convenience, Buyer shall have the right to terminate only that portion of its contract with Seller which has been terminated by the U.S. Government in its prime contract. In such case, Buyer shall be responsible for those costs set forth above.

TERMINATION/CANCELLATION. Cancellation of orders once placed with or accepted by Seller can be made only with Seller’s consent. Should Buyer, due to good cause, desire to affect the cancellation of an accepted order, Seller will accept such cancellation on the following basis: (a) For all made-to-order Goods: Buyer shall pay the purchase price in full for all items completed and ready for delivery; Buyer shall pay a percentage of the purchase price on such items as shall not be completed, equivalent to the percentage of completion; and Buyer shall pay in full the cost of all raw materials, consumable materials, manufacturing dies, tools, patterns and fixtures acquired exclusively for the order, and will take ownership and possession of all such items and will be responsible for labor or other documenting expenses incurred in connection therewith. (b) For all made-to-stock Goods: Buyer shall pay (i) all costs and expenses of placing the cancelled Goods in a saleable condition (restocking charge), (ii) any outgoing and incoming freight charges incurred by Seller in connection with the delivery and return of such Goods, if applicable, and (iii) all reasonable and necessary expenses incurred by Seller directly incident to the order up to the date of cancellation. Invoices covering said costs shall be due and payable immediately upon Seller’s acceptance of cancellation. A stop work order will be deemed a cancellation and the provisions of this paragraph shall apply. If Buyer purchases Goods pursuant to an order for use in a contract with the U.S. Government and the U.S. Government terminates Buyer’s prime contract or a portion thereof for convenience, Buyer shall have the right to terminate this order in whole or in part by written notice whenever it deems such action to be in its best interests. In the event of any termination other than a cancellation for default of Seller and only that portion in such event, if Seller, at the time of such termination shall have in stock or on firm order any raw, semi-processed, or completed materials for use in fulfilling this contract or order, then (I) in the case of completed materials Buyer may, at its option, either require delivery of all or part of the completed materials and make payment therefore at the contract price or (without taking delivery thereof) pay Seller the excess, if any, of the contract price over the market price at the time of termination, and (II) in the case of raw or semi- processed materials, Buyer may, at its option, either require Seller to complete and deliver all or part of such materials at the contract price, or (without taking delivery thereof) pay Seller with respect to such raw or semi- processed materials which are properly allocable to this order or contract a proportion of the contract price based on the stage of completion of such materials and reduced by the value of such materials as such stage of completion, and (III) in the case of materials which Seller has on firm order hereunder, Buyer may, at its option, either take an assignment of Seller's rights under such order or pay the costs, if any, of settling or discharging Seller's obligations under such order. (b) The preceding paragraph (a) shall not limit any legal rights of Buyer to cancel this order by reason of any default by Seller, and ▇▇▇▇▇ further reserves the right to cancel this order without further liability for articles not accepted by Buyer in the event Seller commits an act of insolvency, files or has filed against it a petition under any insolvency statute, suffers any receivership or other similar petition to be filed for or against it, or makes a general assignment for the benefit of its contract with Seller which has been terminated by the U.S. Government in its prime contract. In such case, Buyer shall be responsible for those costs set forth abovecreditors.

TERMINATION/CANCELLATION. Cancellation Termination for Cause - Performance of orders once placed with work under the Subcontract may be terminated by ▇▇▇▇▇, in whole or accepted by Seller can be made only with in part, if, within ten days of Buyer’s notice to Seller’s consent. Should Buyer, due to good cause, desire to affect the cancellation of an accepted order, Seller will accept such cancellation on the following basisfails to: (a1) cure any material failure to perform, discharge or fulfill its obligations under the Subcontract including, but not limited to failure to observe or comply with any of the other instructions, terms, conditions, or warranties applicable to the Subcontract, (2) fails to make progress so as to endanger performance of the Subcontract, or (3) fails to provide adequate assurance of future performance. Additionally, Buyer may terminate the Subcontract immediately if Seller fails to deliver according to the Schedule or violates any Federal, state, local, or law pertaining to performance of the Subcontract. Default involving delivery schedule delays shall not be subject to cure provisions. Buyer shall not be liable for any work not accepted prior to termination. Buyer may require Seller to deliver to Buyer any supplies and materials, manufacturing materials, and manufacturing drawings Seller has specifically produced or acquired for the terminated portion of the Subcontract. Seller shall continue all work not terminated. Without Cause - For all madework not specially performed under the Subcontract, Buyer may terminate in whole or in part the Subcontract for its convenience by giving written notice to Seller and Buyer’s only obligation to Seller shall be payment of mutually agreed upon restocking or service charges. For work specially performed for Buyer, Buyer may terminate in whole or in part the Subcontract for its convenience by giving written notice to Seller. Seller shall be entitled to its costs already incurred in the performance of the work canceled, plus (unless Seller would have sustained a loss on the entire Subcontract had it been completed) a reasonable profit on such costs (unless Seller would have sustained a loss on the entire Subcontract had it been completed), which together may not exceed the contract price or not-to-order Goods: Buyer shall pay the purchase price in full for all items completed and ready for delivery; Buyer shall pay a percentage of the purchase price on such items as shall not be completed, equivalent to the percentage of completion; and Buyer shall pay in full the cost of all raw materials, consumable materials, manufacturing dies, tools, patterns and fixtures acquired exclusively exceed amount for the orderwork canceled. Buyer is not liable for work performed or costs incurred by Seller after notice of termination, and will take ownership and possession of all such items and will which reasonably could have been avoided. In no event shall Buyer be responsible liable for labor lost or other documenting expenses incurred anticipated profits, or unabsorbed indirect costs or overhead, or for any sum in connection therewith. (b) For all madeexcess or the total Subcontract price or not-to-stock Goods: exceed amount. Seller’s termination claim shall be submitted within ninety (90) calendar days from the effective date of the written notice of termination. Seller shall continue all work not terminated. The amount of any payments made by Buyer to Seller under this clause shall pay (i) all costs and expenses of placing the cancelled Goods be determined in a saleable condition (restocking charge), (ii) any outgoing and incoming freight charges incurred by Seller in connection conformity with the delivery policies and return principles set forth in Part 49 and related sections of such Goods, if applicable, and (iii) all reasonable and necessary expenses incurred by Seller directly incident to Part 31 of the order up to FAR in effect at the date of cancellation. Invoices covering said costs shall be due and payable immediately upon Seller’s acceptance of cancellation. A stop work order will be deemed a cancellation and this Subcontract, unless inconsistent with the provisions express terms of this paragraph shall apply. If Buyer purchases Goods pursuant to an order for use in a contract with the U.S. Government and the U.S. Government terminates Buyer’s prime contract or a portion thereof for convenience, Buyer shall have the right to terminate only that portion of its contract with Seller which has been terminated by the U.S. Government in its prime contract. In such case, Buyer shall be responsible for those costs set forth aboveSubcontract.

TERMINATION/CANCELLATION. Cancellation 16.1 Notwithstanding any other provision in the Purchase Order, Buyer may terminate the Purchase Order in whole or in part at any time by giving notice in writing to Seller, which termination shall be effective upon receipt of orders once placed with Buyer’s notice by Seller, which in the case of notice by telefacsimile shall be deemed to have occurred upon the transmission thereof as evidenced by ▇▇▇▇▇’s written record of transmission, and in the case of notice by registered mail shall be deemed to have occurred two (2) business days from the date of mailing. In the event of termination under this or accepted by Seller can be made only with Seller’s consent. Should Buyer, due to good cause, desire to affect the cancellation of an accepted orderArticle 15, Seller will accept such cancellation on immediately stop performance of the following basis: (a) For Purchase Order including any parts being performed under sub-orders and, at Buyer’s option, assign all madeoutstanding sub-to-order Goods: orders to Buyer. Buyer shall pay have the right to receive upon demand all documentation, the equipment and other items associated with the purchase price order in full their then current state of completion and Seller shall take all steps necessary so that such receipt by Buyer occurs in a timely manner. Buyer will not be liable for any work done or expenses incurred by Seller after the effective date of termination, unless such work or expenses are authorized in advance by Buyer in writing. In the event of termination under this article, subject to Section 17.1, Buyer will pay Seller for all items completed and ready for delivery; Buyer shall pay a percentage portions of the purchase price on such items equipment completed in accordance with the Purchase Order as of the effective date of termination and shall not be completed, equivalent to the percentage of completion; and Buyer shall pay in full the cost of all raw materials, consumable materials, manufacturing dies, tools, patterns and fixtures acquired exclusively reimburse Seller for the order, and will take ownership and possession of all such items and will be responsible for labor or other documenting expenses incurred in connection therewith. (b) For all made-to-stock Goods: Buyer shall pay (i) all its costs and expenses of placing the cancelled Goods in a saleable condition (restocking charge), (ii) any outgoing and incoming freight charges reasonably incurred by Seller in connection with work in progress at the delivery and return effective date of such Goods, if applicable, and (iii) all reasonable and necessary expenses termination as well as any other costs reasonably incurred by Seller directly incident in connection with the prompt termination of performance to the order up extent Seller can provide to Buyer written substantiation of such costs. However, under no circumstances shall the date total of cancellation. Invoices covering said costs shall be due and the sums payable immediately upon Seller’s acceptance of cancellation. A stop work order will be deemed a cancellation and by ▇▇▇▇▇ to Seller under the provisions of this paragraph shall apply. If Buyer purchases Goods pursuant to an order for use in a contract with Purchase Order exceed the U.S. Government and the U.S. Government terminates Buyer’s prime contract or a portion thereof for convenience, Buyer shall have the right to terminate only that portion of its contract with Seller which has been terminated by the U.S. Government in its prime contract. In such case, Buyer shall be responsible for those costs set forth aboveprice.

TERMINATION/CANCELLATION. Cancellation of orders once placed with or accepted by Seller can be made only with Seller’s consent. Should Buyer, due to good cause, desire to affect the cancellation of an accepted order, Seller will accept such cancellation on the following basis: (a) For all made-to-order Goods: Buyer shall pay the purchase price in full for all items completed and ready for delivery; Buyer shall pay a percentage of the purchase price on such items as shall not be completed, equivalent to the percentage of completion; and Buyer shall pay in full the cost of all raw materials, consumable materials, manufacturing dies, tools, patterns and fixtures acquired exclusively for the order, and will take ownership and possession of all such items and will be responsible for labor or other documenting expenses incurred in connection therewith. (b) For all made-to-stock Goods: Buyer shall pay (i) all costs and expenses of placing the cancelled Goods in a saleable condition (restocking charge), (ii) any outgoing and incoming freight charges incurred by Seller in connection with the delivery and return of such Goods, if applicable, and (iii) all reasonable and necessary expenses incurred by Seller directly incident to the order up to the date of cancellation. Invoices covering said costs shall be due and payable immediately upon Seller’s acceptance of cancellation. A stop work order will be deemed a cancellation and the provisions of this paragraph shall apply. If Buyer purchases Goods pursuant to an order for use in a contract with the U.S. Government and the U.S. Government terminates Buyer’s prime contract or a portion thereof for convenience, Buyer shall have the right to terminate only that portion of its contract with Seller which has been terminated by the U.S. Government in its prime contract. In such case, Buyer shall be responsible for those costs set forth above.

TERMINATION/CANCELLATION. Cancellation Buyer may cancel this total Purchase Order or any unfilled portions thereof at any time. In addition to and without limiting any of orders once placed Buyer’s other remedies, Buyer may cancel this order in whole or in part, without any liability to Seller hereunder, if the Goods, or any part thereof, are not delivered or performed at the times, at the places, in the manner, at the prices and in the quantities set forth on this Purchase Order, or if any of the terms or conditions herein are breached, if any action is taken with commences a voluntary or accepted by involuntary state of federal bankruptcy or insolvency proceeding against Seller can be made only with or if a receiver or similar official is appointed for any substantial part of Seller’s consent. Should Buyer, due to good cause, desire to affect the cancellation of an accepted order, Seller will accept such cancellation on the following basis: (a) For all made-to-order Goods: Buyer shall pay the purchase price in full for all items completed and ready for delivery; Buyer shall pay a percentage of the purchase price on such items as shall not be completed, equivalent to the percentage of completion; and Buyer shall pay in full the cost of all raw materials, consumable materials, manufacturing dies, tools, patterns and fixtures acquired exclusively for the order, and will take ownership and possession of all such items and will be responsible for labor or other documenting expenses incurred in connection therewith. (b) For all made-to-stock Goods: Buyer shall pay (i) all costs and expenses of placing the cancelled Goods in a saleable condition (restocking charge), (ii) any outgoing and incoming freight charges incurred by Seller in connection with the delivery and return of such Goods, if applicable, and (iii) all reasonable and necessary expenses incurred by Seller directly incident to the order up to the date of cancellation. Invoices covering said costs shall be due and payable immediately upon Seller’s acceptance of cancellation. A stop work order will be deemed a cancellation and the provisions of this paragraph shall applyassets. If Buyer purchases Goods pursuant cancels or suspends this order in whole or in part at any time for any other reason, Seller shall, to the extent specified in Buyer’s notice, promptly suspend work, terminate any work being performed by others under any outstanding subcontracts with respect to the Goods, take all other reasonable steps to minimize its expenses with respect to the Goods, and take all necessary action to protect all property in Seller’s possession in which Buyer has or may acquire an interest. Any claim for damages resulting from such cancellation or suspension must be submitted to Buyer within 60 days after Seller has been notified to cancel or suspend the order. Any cancellation or suspension by Buyer shall be without prejudice to any of Buyer’s claims for damages or its other rights against Seller. Buyer, at its option, may accept the late or nonconforming Goods, and Seller will agree to an order for use equitable adjustment in a contract with the U.S. Government and the U.S. Government terminates Buyer’s prime contract or a portion thereof for convenienceprice of those Goods. If Buyer elects to cancel this Purchase Order, Buyer shall have the right option to terminate only that portion take any goods, work or other items included in this Purchase Order whether finished, unfinished, or in process, upon such terms as Buyer and Seller may negotiate. If ▇▇▇▇▇ has instructed Seller to suspend work, by no later than 90 days after the giving of its contract with such instruction, ▇▇▇▇▇ must either cancel the order or instruct Seller which has been terminated to continue the work. If Buyer elects to continue, Seller shall, within 30 days after such election to continue, submit to Buyer any claim it may have for adjustment of price, delivery schedule or any other item affected by the U.S. Government in its prime contract. In such case, Buyer shall be responsible for those costs set forth abovework stoppage.

TERMINATION/CANCELLATION. Cancellation 15.1 This Agreement will terminate upon expiration of orders once placed with the Term. This Agreement may be terminated by Company or accepted by Seller can be made only with Seller’s consent. Should Buyer, due to good cause, desire to affect the cancellation of an accepted order, Seller will accept such cancellation on Contractor for the following basisreasons: (a) For all made-to-15.1.1 If Company enters into a Deed of Arrangement or commits an act of bankruptcy, becomes Insolvent or compounds with its creditors; or if a receiving order Goods: Buyer shall pay the purchase price in full for all items completed and ready for deliveryis made against it; Buyer shall pay or if an order is made or a percentage of the purchase price on such items as shall not be completed, equivalent to the percentage of completion; and Buyer shall pay in full the cost of all raw materials, consumable materials, manufacturing dies, tools, patterns and fixtures acquired exclusively resolution is passed for the winding up of Company (otherwise than for the purposes of amalgamation or reconstruction previously approved in writing by Contractor); or if a receiver is appointed of any of Company’s assets or undertaking; or if circumstances arise which entitle the Court or a creditor to appoint a receiver or manager or which entitle the Court to make a winding up order; or if Master Service Agreement No: SCH003-11 Effective Date: 27 December, and will take ownership and possession 2016 Company takes or suffers any similar or analogous action in consequence of all such items and will be responsible for labor debt or other documenting expenses incurred in connection therewith. (b) For all made-to-stock Goods: Buyer shall pay (i) all costs and expenses of placing the cancelled Goods in a saleable condition (restocking charge), (ii) commits any outgoing and incoming freight charges incurred by Seller in connection with the delivery and return of such Goods, if applicable, and (iii) all reasonable and necessary expenses incurred by Seller directly incident to the order up to the date of cancellation. Invoices covering said costs shall be due and payable immediately upon Seller’s acceptance of cancellation. A stop work order will be deemed a cancellation and the provisions breach of this paragraph shall applyor any other contract between Contractor and Company; Contractor may, without prejudice to any of its other rights, terminate this Agreement with immediate effect by notice in writing to Company. If Buyer purchases Goods pursuant Without prejudice to an order for use in a contract with the U.S. Government and the U.S. Government terminates BuyerContractor’s prime contract or a portion thereof for convenienceother rights under this Agreement, Buyer Contractor shall have the right to terminate only that portion the Agreement where Company is in material breach of its contract the Agreement including but not limited to the payment terms of the Contract and remains in breach of such terms following five (5) days’ notice by Contractor of such breach. 15.1.2 Company may, upon giving Contractor five (5) days written notice terminate a Work Order for a material breach in accordance with Seller which has been terminated this Agreement. Contractor shall then cease all Work under the applicable Work Order and Company shall pay Contractor for the Work performed in accordance with the Agreement and all reasonable documented costs, expenses and obligations incurred by Contractor in connection with the U.S. Government in its prime contractWork herein performed to date of termination if any. In the case of material default no demobilization charges will be incurred by Company. 15.2 In the event of cancellation or termination of any Work Order, however arising, Company shall promptly return to Contractor all Contractor Equipment which is in Company’s possession or under its control under such case, Buyer terminated Work Order. Company shall pay Contractor for all Contractor Equipment and services provided in accordance with this Agreement and the applicable Work Order and any reasonable documented costs that Contractor incurs as a result of such termination. 15.3 Any termination of this Agreement shall be responsible for those costs set forth abovewithout prejudice to the accrued rights of the Parties on the date of such termination, and the continuation in force of all such provisions of this Agreement intended to survive such termination.

TERMINATION/CANCELLATION. Cancellation Buyer may, at any time, terminate an Order in whole or in part by written notice or verbal notice confirmed in writing to Seller. If an Order is terminated by Buyer for convenience, any claim of orders once placed with or accepted by Seller can shall be made only with Seller’s consentsettled on the basis of actual costs (excluding anticipated profits and other pure economic, indirect and consequential losses) it has already incurred in the performance of the Order. Should Buyer, due to good cause, desire to affect the cancellation Upon receipt of an accepted ordersuch notice of termination, Seller will accept such cancellation on the following basis: shall, unless otherwise directed by ▇▇▇▇▇, (a) For immediately terminate all made-to-order Goods: Buyer shall pay work under the purchase price in full for all items completed and ready for deliveryapplicable Order; Buyer shall pay a percentage of the purchase price on such items as shall not be completed, equivalent to the percentage of completion; and Buyer shall pay in full the cost of all raw materials, consumable materials, manufacturing dies, tools, patterns and fixtures acquired exclusively for the order, and will take ownership and possession of all such items and will be responsible for labor or other documenting expenses incurred in connection therewith. (b) For all made-to-stock Goods: transfer title and deliver to Buyer shall pay (i) all costs completed work which conforms to the requirements of Buyer’s Order and expenses of placing the cancelled Goods in a saleable condition (restocking charge), (ii) any outgoing all reasonable quantities of work in process and incoming freight charges incurred materials produced or acquired in respect of the performance of the work terminated which are of a type and quality suitable for producing supplies in conformance to the requirements; (c) take all action necessary to protect property in Seller’s possession in which Buyer has or may acquire an interest; and (d) submit to Buyer promptly, but not later than twenty (20) days from the effective date of such termination its termination claim, otherwise the claim will be time-barred. Seller shall not manufacture in advance of Seller’s normal material lead-time and production flow time. Any preparation in violation of this prohibition shall be done at Seller’s risk and costs, and if Buyer terminates an Order in accordance with this Section 19, the advanced commitment in materials and work done by Seller shall not be claimed in this respect against ▇▇▇▇▇. Buyer will make no payments for finished products, works-in--process or raw materials fabricated or procured by Seller in connection with amounts in excess of those authorized in an Order nor for any undelivered products which are in Seller’s standard stock or which are readily marketable. Notwithstanding the delivery and return of such Goodsforegoing, if applicabletermination is occasioned by Seller’s breach of any conditions hereof, including breach of warranty, or by Seller’s delay, Seller shall not be entitled to any costs, and (iii) ▇▇▇▇▇ shall claim against Seller all reasonable remedies provided by law and necessary expenses incurred by equity. Further, in the event Seller directly incident to the order up to the date of cancellation. Invoices covering said costs shall be due and payable immediately upon Seller’s acceptance of cancellation. A stop work order will be deemed a cancellation and the provisions of this paragraph shall apply. If Buyer purchases Goods pursuant to an order for use become insolvent or in a contract with the U.S. Government petition for bankruptcy, Buyer may, without further obligation to Seller, terminate all Order(s) associated herewith in whole or in part upon giving written notice to Seller without any remedy, and the U.S. Government terminates Buyer’s prime contract or a portion thereof for convenience, Buyer shall have the right of first refusal to terminate only purchase any tools, and materials of Seller that portion of its contract with Seller should allow Buyer to rebuild the tool and produce the products, to manufacture or procure and use and sell said items, sub¬assemblies and spare parts under a royalty-free license which has been terminated by the U.S. Government in its prime contract. In such case, Buyer shall be responsible for those costs set forth aboveis hereby granted.

TERMINATION/CANCELLATION. Cancellation Buyer may, at any time, terminate an Order in whole or in part by written notice or verbal notice confirmed in writing to Seller. If an Order is terminated by Buyer for convenience, any claim of orders once placed with or accepted Seller shall be settled on the basis of actual costs (excluding anticipated profits and other pure economic, indirect and consequential losses) it has already incurred in the performance of the Order. Upon receipt of such notice of termination, Seller shall, unless otherwise directed by Seller can be made only with Seller’s consent. Should Buyer, due to good cause, desire to affect the cancellation of an accepted order, Seller will accept such cancellation on the following basis: (a) For immediately terminate all made-to-order Goods: Buyer shall pay work under the purchase price in full for all items completed and ready for deliveryapplicable Order; Buyer shall pay a percentage of the purchase price on such items as shall not be completed, equivalent to the percentage of completion; and Buyer shall pay in full the cost of all raw materials, consumable materials, manufacturing dies, tools, patterns and fixtures acquired exclusively for the order, and will take ownership and possession of all such items and will be responsible for labor or other documenting expenses incurred in connection therewith. (b) For all made-to-stock Goods: transfer title and deliver to Buyer shall pay (i) all costs completed work which conforms to the requirements of Buyer’s Order and expenses of placing the cancelled Goods in a saleable condition (restocking charge), (ii) any outgoing all reasonable quantities of work in process and incoming freight charges incurred materials produced or acquired in respect of the performance of the work terminated which are of a type and quality suitable for producing supplies in conformance to the requirements; (c) take all action necessary to protect property in Seller’s possession in which Buyer has or may acquire an interest; and (d) submit to Buyer promptly, but not later than twenty (20) days from the effective date of such termination its termination claim, otherwise the claim will be time-barred. Seller shall not manufacture in advance of Seller’s normal material lead-time and production flow time. Any preparation in violation of this prohibition shall be done at Seller’s risk and costs, and if Buyer terminates an Order in accordance with this Section 19, the advanced commitment in materials and work done by Seller shall not be claimed in this respect against Buyer. Buyer will make no payments for finished products, works-in- process or raw materials fabricated or procured by Seller in connection with amounts in excess of those authorized in an Order nor for any undelivered products which are in Seller’s standard stock or Notwithstanding the delivery and return of such Goodsforegoing, if applicabletermination is occasioned by Seller’s breach of any conditions hereof, including breach of warranty, or by Seller’s delay, Seller shall not be entitled to any costs, and (iii) Buyer shall claim against Seller all reasonable remedies provided by law and necessary expenses incurred by equity. Further, in the event Seller directly incident to the order up to the date of cancellation. Invoices covering said costs shall be due and payable immediately upon Seller’s acceptance of cancellation. A stop work order will be deemed a cancellation and the provisions of this paragraph shall apply. If Buyer purchases Goods pursuant to an order for use become insolvent or in a contract with the U.S. Government petition for bankruptcy, Buyer may, without further obligation to Seller, terminate all Order(s) associated herewith in whole or in part upon giving written notice to Seller without any remedy, and the U.S. Government terminates Buyer’s prime contract or a portion thereof for convenience, Buyer shall have the right of first refusal to terminate only purchase any tools, and materials of Seller that portion of its contract with Seller should allow Buyer to rebuild the tool and produce the products, to manufacture or procure and use and sell said items, sub- assemblies and spare parts under a royalty-free license which has been terminated by the U.S. Government in its prime contract. In such case, Buyer shall be responsible for those costs set forth aboveis hereby granted.

TERMINATION/CANCELLATION. Cancellation of Scienstry may terminate this Contract or orders once placed hereunder with or accepted by Seller can be made only with Seller’s consent. Should Buyer, due notice to good cause, desire to affect the cancellation of an accepted order, Seller will accept such cancellation on the following basis: Buyer if (a) For Buyer fails to pay when due any sums payable hereunder and such failure continues for 10 days after the due date; (b) Buyer materially breaches its obligations hereunder, other than the payment of money, and such breach continues for a period of 20 days after receipt by Buyer of written notice from Scienstry specifying such breach; or (c) any development work required hereunder is determined by Scienstry to be financially or technically inadvisable to proceed with. Buyer may not cancel all made-to-or any portion of an order Goods: for which Products have been shipped. If Scienstry terminates this Contract in accordance with this section, Buyer cancels all or any part of any order for Products prior to shipment, or Buyer fails to comply with any material obligation hereunder, including failure or refusal to make timely payments or breach of Section 12, causing Scienstry to cancel any order for Products or portion thereof, then Buyer shall pay the purchase price in full for all items completed and ready for delivery; Buyer shall pay a percentage of the purchase price on such items as shall not be completed, equivalent to the percentage of completion; and Buyer shall pay in full the cost of all raw materials, consumable materials, manufacturing dies, tools, patterns and fixtures acquired exclusively for the order, and will take ownership and possession of all such items and will be responsible for labor or other documenting expenses incurred in connection therewith. (b) For all made-to-stock Goods: Buyer shall pay Scienstry (i) all costs amounts due for Products ordered and expenses shipped prior to the effective date of placing the cancelled Goods in a saleable condition (restocking charge), termination or cancellation; and (ii) a cancellation charge calculated by totaling the price set forth in the quote for four week’s worth of inventory of finished Products and work in process (prorated based on the developed stage of the applicable Products) and the actual cost of four week’s worth (or such other lead time as set forth in the quote) of raw materials and components, all based on the most recent forecast for the Products submitted by Buyer. Recognizing that Scienstry’s damages arising from any outgoing cancellation of any order or termination hereunder will be difficult to estimate, the parties agree that the cancellation charge is reasonable and incoming freight charges incurred by Seller is not a penalty. Scienstry shall deliver all such inventory, work in connection with the delivery process, raw materials and return components to Buyer upon request, after receipt of payment as set forth in this section and all costs of transportation for such Goodsitems. Sections 1, if applicable3, 4, 8, 9 (disclaimer only), 10, 11, 13, 14, 16, 17, and (iii) all reasonable and necessary expenses incurred by Seller directly incident to the order up to the date of cancellation. Invoices covering said costs 18 shall be due and payable immediately upon Seller’s acceptance of cancellation. A stop work order will be deemed a cancellation and the provisions of this paragraph shall apply. If Buyer purchases Goods pursuant to an order for use in a contract with the U.S. Government and the U.S. Government terminates Buyer’s prime contract or a portion thereof for convenience, Buyer shall have the right to terminate only that portion of its contract with Seller which has been terminated by the U.S. Government in its prime contract. In such case, Buyer shall be responsible for those costs set forth abovesurvive any termination.

TERMINATION/CANCELLATION. Cancellation If there is a failure by one of orders once placed the parties here to comply with the terms and conditions of this Agreement, both during and after the initial term, the other party may terminate this Agreement by providing written notice of such termination to the non-complying party at least thirty (30) days prior to the effective date of the same. We may cancel this Agreement if you do not pay according to the terms of the invoice, breach any term of this Agreement, sell the Equipment to another party, or accepted by Seller can be substantially alter the Equipment from its original condition. You may cancel this Agreement in writing within the first thirty (30) days of your receipt of this Extended Service Plan and obtain a full refund of original purchase price as long as no claims have been made only with Seller’s consentagainst this Agreement. Should BuyerIf you make a claim against this Agreement within thirty (30) days of receipt of the Extended Service Plan Certificate, due to good cause, desire to affect the cancellation of an accepted order, Seller we will accept such cancellation offer a pro rated refund based on the following basis: (a) For all made-to-order Goods: Buyer shall pay the purchase price in full for all items completed and ready for delivery; Buyer shall pay a percentage elapsed time of the purchase price on such items as shall not be completed, equivalent to the percentage this Agreement or retail value of completion; and Buyer shall pay in full the cost of all raw materials, consumable materials, manufacturing dies, tools, patterns and fixtures acquired exclusively for the order, and will take ownership and possession of all such items and will be responsible for labor or other documenting expenses incurred in connection therewith. (b) For all made-to-stock Goods: Buyer shall pay (i) all costs and expenses of placing the cancelled Goods in a saleable condition (restocking charge), (ii) any outgoing and incoming freight charges incurred by Seller in connection with the delivery and return of such Goods, if applicable, and (iii) all reasonable and necessary expenses incurred by Seller directly incident to the order service performed up to the date of the written cancellation. Invoices covering said costs You must submit any cancellation notification to: Acer America Corporation Acer Advantage Programs Department ▇.▇. ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇. We shall not be liable to you for any delay or failure by us to perform our obligations under this agreement or otherwise if such delay or failure arises from any causes beyond our reasonable control. To the fullest extent provided by law, and except as otherwise provided below, you and Acer agree that any Dispute (as further defined below in this section) between you and Acer will be resolved exclusively and finally by binding arbitration administered by the American Arbitration Association (AAA) and conducted in accordance with the AAA’s Supplementary Procedures for Consumer-Related Disputes of the Commercial Arbitration Rules and the Consumer Due Process Protocol. YOUR RIGHTS WILL THEREFORE BE DETERMINED BY A NEUTRAL ARBITRATOR AND NOT A JUDGE OR JURY. You and Acer will agree on another arbitration forum if AAA ceases operations or is not available in your location. The arbitration will be conducted before a single arbitrator, and will be limited solely to the Dispute between you and Acer. Arbitration is the process whereby a dispute is submitted to an arbitrator, for a final and binding determination, known as the award. The arbitrator is an individual, similar to a judge, who weighs evidence, reviews the information provided by both parties, and renders an award enforceable in court. Arbitrator decisions are as enforceable as any court order and are subject to VERY LIMITED REVIEW BY A COURT. YOU ACKNOWLEDGE THAT, BY WAY OF THIS AGREEMENT, YOU AND ACER WAIVE ALL RIGHTS TO A JURY TRIAL. The arbitration, or any portion of it, will not be consolidated with any other arbitration and will not be conducted on a class-wide or class action basis. The arbitration shall be due held at any reasonable location near your residence by submission of documents, by telephone, online or in person, whichever method of presentation you choose. Under the AAA Supplementary Procedures for Consumer-Related Disputes and payable immediately upon Seller’s acceptance of cancellation. A stop work order will be deemed a cancellation and the provisions of this paragraph shall apply. If Buyer purchases Goods pursuant to an order for use in a contract with the U.S. Government and the U.S. Government terminates Buyer’s prime contract or a portion thereof for convenienceConsumer Due Process Protocol, Buyer shall have you retain the right to terminate only that portion seek relief in a small claims court for Disputes within the scope of its contract the small claims court’s jurisdiction. If you prevail in the arbitration of any Dispute with Seller which has been terminated by Acer, Acer will reimburse you for any fees you paid to AAA in connection with the U.S. Government arbitration. ANY DECISION RENDERED IN SUCH ARBITRATION PROCEEDINGS WILL BE FINAL AND BINDING ON THE PARTIES, AND JUDGMENT MAY BE ENTERED THEREON IN ANY COURT OF COMPETENT JURISDICTION. Should either party bring a Dispute in its prime contract. In such case, Buyer shall be responsible for those costs a forum other than as set forth above., reasonable costs and expenses, including legal fees, incurred in staying or dismissing such other proceedings or in otherwise enforcing compliance with this binding arbitration provision may be awarded to the other party. YOU UNDERSTAND THAT, IN THE ABSENCE OF THIS PROVISION, YOU WOULD HAVE HAD A RIGHT TO LITIGATE DISPUTES THROUGH A COURT, INCLUDING THE RIGHT, IF ANY, AND SUBJECT TO THE RULES OF YOUR JURISDICTION, TO LITIGATE CLAIMS ON A CLASS-WIDE OR CLASS-ACTION BASIS, AND THAT YOU HAVE EXPRESSLY AND KNOWINGLY WAIVED THOSE RIGHTS AND AGREED TO RESOLVE ANY DISPUTES IN ACCORDANCE WITH THE PROVISIONS OF THIS PARAGRAPH. This binding arbitration provision shall be governed by the Federal Arbitration Act, 9 U.S.C. Section 1, et seq. For the purposes of this Agreement, the term “Dispute” means any dispute, controversy, or claim arising out of or relating to

TERMINATION/CANCELLATION. Cancellation of orders by Buyer once placed with or accepted by Seller Seller, can be made only with Seller’s written consent. Should Buyer, due to good causecause as agreed to by Seller in writing, desire to affect the cancellation of an accepted order, Seller will accept such cancellation on the following basis: (a) For all made-to-order Goods: Buyer shall pay the quoted purchase price in full for all items completed and ready for delivery; or Buyer shall pay a percentage of the quoted purchase price on such items as shall not be completed, equivalent to the percentage of completion; and Buyer shall pay in full the cost of all raw unusable materials, consumable materials, manufacturing special dies, tools, patterns and fixtures acquired exclusively provided by Seller for the order, and will on payment therefore take ownership and possession of all such items and will be responsible for all labor or other documenting expenses incurred in connection therewith. An order for Goods may not be cancelled at less than 100% of the quoted purchase price if within thirty (30) days of completion. (b) For all made-to-stock Goods: Buyer shall pay (i) all costs and expenses of placing the cancelled Goods in a saleable condition (restocking charge), (ii) any outgoing and incoming freight charges incurred by Seller in connection with the delivery and return of such Goods, if applicable, and (iii) all reasonable and necessary expenses incurred by Seller directly incident incidental to the order up to the date of cancellation. Invoices covering said costs shall be due and payable immediately upon Seller’s acceptance of cancellationcancellation in writing. A stop work order by Buyer will be deemed a cancellation and the provisions of this paragraph shall apply. If Buyer purchases Goods pursuant to an order for use in a contract with the U.S. Government and the U.S. Government terminates Buyer’s prime contract or a portion thereof for convenience, Buyer shall have the right to terminate only that portion of its contract with Seller which has been terminated by the U.S. Government in its prime contract. In such case, Buyer shall be responsible for those costs set forth above.

TERMINATION/CANCELLATION. Cancellation of orders by ▇▇▇▇▇ once placed with or accepted by Seller Seller, can be made only with Seller▇▇▇▇▇▇’s written consent. Should Buyer, due to good causecause as agreed to by Seller in writing, desire to affect the cancellation of an accepted order, Seller will accept such cancellation on the following basis: (a) For all made-to-order Goods: Buyer shall pay the quoted purchase price in full for all items completed and ready for delivery; or Buyer shall pay a percentage of the quoted purchase price on such items as shall not be completed, equivalent to the percentage of completion; and Buyer shall pay in full the cost of all raw unusable materials, consumable materials, manufacturing special dies, tools, patterns and fixtures acquired exclusively provided by Seller for the order, and will on payment therefore take ownership and possession of all such items and will be responsible for all labor or other documenting expenses incurred in connection therewith. An order for Goods may not be cancelled at less than 100% of the quoted purchase price if within thirty (30) days of completion. (b) For all made-to-stock Goods: Buyer shall pay (i) all costs and expenses of placing the cancelled Goods in a saleable condition (restocking charge), (ii) any outgoing and incoming freight charges incurred by Seller in connection with the delivery and return of such Goods, if applicable, and (iii) all reasonable and necessary expenses incurred by Seller directly incident incidental to the order up to the date of cancellation. Invoices covering said costs shall be due and payable immediately upon Seller’s acceptance of cancellationcancellation in writing. A stop work order by ▇▇▇▇▇ will be deemed a cancellation and the provisions of this paragraph shall apply. If Buyer purchases Goods pursuant to an order for use in a contract with the U.S. Government and the U.S. Government terminates Buyer’s prime contract or a portion thereof for convenience, Buyer shall have the right to terminate only that portion of its contract with Seller which has been terminated by the U.S. Government in its prime contract. In such case, Buyer shall be responsible for those costs set forth above.

TERMINATION/CANCELLATION. Cancellation of orders once placed with or accepted by Seller can be made only with Seller’s consent. Should Buyer, due to good cause, desire to affect the cancellation of an accepted order, Seller will accept such cancellation on the following basis: (a) For all made-to-order Goods: The Buyer shall pay be entitled to cancel any Purchase Order for any reason, including convenience, without liability to the purchase price Vendor in full for respect of all items completed and ready for delivery; Buyer shall pay a percentage or part of the purchase price on such items as shall not be completed, equivalent Goods and/or Services by giving notice to the percentage Vendor at any time prior to delivery of completion; and the Goods or commencement of the Services. Further, after commencement, but prior to the completion of any Services under a Purchase Order, the Buyer shall pay may cancel any Purchase Order, for any reason, including convenience, without liability to the Vender in full the cost respect of all raw materialsor a part of the Services by giving notice to the Vendor at any time prior to completion of the Services, consumable materialswhereupon, manufacturing dies, tools, patterns and fixtures acquired exclusively for the order, and will take ownership and possession of all such items and will price stated in the Purchase Order shall be responsible for labor equitably adjusted or other documenting expenses incurred in connection therewith. (b) For all made-to-stock Goods: Buyer shall pay prorated (i) all costs and expenses based on the Services actually provided as of placing the cancelled Goods in a saleable condition (restocking charge)notice of cancellation, or (ii) in the event that the Services are to be provided for a fixed time period, based on the balance of said time period as compared to said time period as a whole, and the parties shall account to each other for an underpayments or overpayments within thirty (30) days after the Buyer’s notice of cancellation. b) Without prejudice to any outgoing other rights and incoming freight charges incurred remedies of the Buyer under the Contract, the Buyer may terminate the Contract with immediate effect by Seller giving written notice to the Vendor if: i) the Vendor commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within ten (10) days of that party being notified in writing to do so; ii) the Vendor takes action in connection with its entering administration, provisional liquidation, or any composition or arrangement with its creditors, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business; or iii) the Vendor takes action in connection with the delivery and return Vendor being made bankrupt, entering any composition or arrangement with his creditors, having a receiver appointed to any of his assets, or ceasing to carry on business; or iv) the Vendor's financial position deteriorates to such Goods, if applicable, and (iii) all reasonable and necessary expenses incurred by Seller directly incident an extent that in the Buyer's opinion the Vendor's capability to adequately fulfil its obligations under the order up to the date of cancellation. Invoices covering said costs shall be due and payable immediately upon Seller’s acceptance of cancellation. A stop work order will be deemed a cancellation and the provisions of this paragraph shall apply. If Buyer purchases Goods pursuant to an order for use in a contract with the U.S. Government and the U.S. Government terminates Buyer’s prime contract or a portion thereof for convenience, Buyer shall have the right to terminate only that portion of its contract with Seller which Contract has been terminated by placed in jeopardy; or v) there is a change of control of the U.S. Government in its prime contract. In such case, Buyer shall be responsible for those costs set forth aboveVendor.

TERMINATION/CANCELLATION. Cancellation of orders once placed with or This Order, when accepted by Seller, is not subject to cancellation, price change, or reduction in amount of deliveries by Seller can be made only except with ▇▇▇▇▇’s written consent and upon terms contained herein. Buyer assumes no obligation for Deliverables shipped or performed in excess of the Order. Buyer reserves the right to change delivery specifications in accordance with its needs and (time being of the essence with respect to Seller’s consentobligations) to cancel, reject, or return all or any part of shipment made after the time of delivery specified in this Order, or if shipped incomplete. Should All Deliverables deemed unsatisfactory or nonconforming by Buyer shall be subject to return (for goods) or repair/replacement (for services). No payment shall be due until Buyer accepts the relevant Deliverables. Seller shall be solely responsible for all costs, expenses, and damages of every kind associated with any unsatisfactory or nonconforming Deliverable and Buyer shall have all remedies available under UCC Article 2. Buyer may cancel this Order or any part thereof for the sole convenience of Buyer by written notice to Seller prior to shipment or performance, as applicable. Upon receipt of such notice, Seller shall discontinue performance. If this Order is canceled because of the Seller s default of any of the terms and conditions in this Order, or a petition is filed by or against Seller under any bankruptcy laws, or because ▇▇▇▇▇ makes a general assignment for the benefit of its creditors, or because Seller fails to meet its obligations as they fall due, or because a receiver is appointed for any of the property of Seller, the obligations of Buyer under this Order shall terminate. If this Order or any part hereof is canceled for the convenience of Buyer, due to good cause, desire to affect the cancellation of an accepted order, Seller will accept such cancellation on the following basis: (a) For all made-to-order Goods: Buyer shall pay Seller the purchase Order price in full for all items completed materials separately priced and ready for delivery; Buyer shall pay a percentage delivered prior to the receipt by Seller of the purchase price on such items as shall not be completed, equivalent to the percentage notice of completion; and Buyer shall pay in full the cost of all raw materials, consumable materials, manufacturing dies, tools, patterns and fixtures acquired exclusively for the ordercancellation, and will take ownership and possession of all such items and will be responsible for labor or other documenting expenses incurred in connection therewith. (b) For all made-to-stock Goods: Buyer shall pay (i) all costs and expenses of placing the cancelled Goods in a saleable condition (restocking charge), (ii) any outgoing and incoming freight charges incurred by Seller in connection with the delivery and return of such Goods, if applicable, and (iii) all reasonable and necessary expenses incurred by Seller directly incident to the order up to the date of cancellation. Invoices covering said costs shall be due and payable immediately upon Seller’s acceptance of cancellation. A stop work order will be deemed a cancellation and the provisions of this paragraph shall apply. If Buyer purchases Goods pursuant to an order for use in a contract with the U.S. Government and the U.S. Government terminates Buyer’s prime contract or a portion thereof for convenience, Buyer shall have the right to terminate only that pro rata portion of its contract with Seller which has been terminated by the U.S. Government in its prime contract. In such case, Buyer shall be responsible Order price for those costs set forth aboveall material delivered and not separately priced on the Order.

TERMINATION/CANCELLATION. Cancellation of orders once placed with or This order, when accepted by Seller can Vendor, is not subject to cancellation, price change, or reduction in amount of deliveries except with ▇▇▇▇▇’s consent and upon terms contained herein. Buyer assumes no obligation for goods shipped in excess of this purchase order. Buyer reserves the right to change delivery specifications in accordance with its needs and (time being of the essence with respect to Vendor’s obligations) to cancel, reject, or return all or any part of shipment made after the time of the delivery specified in the order, or if shipped incomplete. In addition, all goods are bought with the understanding that if not satisfactory, they may be made only returned. No Payment is due until the Buyer accepts the goods and/or services. Buyers reserve the right, in addition to its other remedies, to charge Vendor with Sellerall costs, expenses and damages associated with any such return, rejection or cancellation. Buyer may cancel this order or any part thereof for the sole convenience of Buyer by written notice to Vendor. Upon receipt of such notice, Vendor shall discontinue work on all unshipped material. If this order is cancelled because of the Vendor’s consentdefault of any of the terms and conditions in this order, or a petition is filed by or against Vendor under any bankruptcy laws, or because Vendor makes a general assignment for the benefit of its creditors, or because Vendors fails to meet its obligations as they fail due, or because a receiver is appointed for any of the property of the Vendor, the obligations of Buyer under this order shall terminate. Should If this order or any part of hereof is canceled for the convenience of Buyer, due to good cause, desire to affect the cancellation of an accepted order, Seller will accept such cancellation on the following basis: (a) For all made-to-order Goods: Buyer shall pay Vendor the purchase order price in full for all items completed materials separately priced and ready for delivery; Buyer shall pay a percentage delivered prior to the receipt by Vendor of the purchase notice of cancellation, and a pro-rata portion of the order price for all material delivered and not separately priced on such items as shall not be completed, equivalent to the percentage of completion; and Buyer shall pay in full the cost of all raw materials, consumable materials, manufacturing dies, tools, patterns and fixtures acquired exclusively for the order, and will take ownership and possession of all such items and will be responsible for labor or other documenting expenses incurred in connection therewith. (b) For all made-to-stock Goods: Buyer shall pay (i) all costs and expenses of placing the cancelled Goods in a saleable condition (restocking charge), (ii) any outgoing and incoming freight charges incurred by Seller in connection with the delivery and return of such Goods, if applicable, and (iii) all reasonable and necessary expenses incurred by Seller directly incident to the order up to the date of cancellation. Invoices covering said costs shall be due and payable immediately upon Seller’s acceptance of cancellation. A stop work order will be deemed a cancellation and the provisions of this paragraph shall apply. If Buyer purchases Goods pursuant to an order for use in a contract with the U.S. Government and the U.S. Government terminates Buyer’s prime contract or a portion thereof for convenience, Buyer shall have the right to terminate only that portion of its contract with Seller which has been terminated by the U.S. Government in its prime contract. In such case, Buyer shall be responsible for those costs set forth above.

TERMINATION/CANCELLATION. Cancellation Buyer may, at any time, terminate an Order in whole or in part by written notice or verbal notice confirmed in writing to Seller. If an Order is terminated by Buyer for convenience, any claim of orders once placed with or accepted by Seller can shall be made only with Seller’s consentsettled on the basis of actual costs (excluding anticipated profits and other pure economic, indirect and consequential losses) it has already incurred in the performance of the Order. Should Buyer, due to good cause, desire to affect the cancellation Upon receipt of an accepted ordersuch notice of termination, Seller will accept such cancellation on the following basis: shall, unless otherwise directed by ▇▇▇▇▇, (a) For immediately terminate all made-to-order Goods: Buyer shall pay work under the purchase price in full for all items completed and ready for deliveryapplicable Order; Buyer shall pay a percentage of the purchase price on such items as shall not be completed, equivalent to the percentage of completion; and Buyer shall pay in full the cost of all raw materials, consumable materials, manufacturing dies, tools, patterns and fixtures acquired exclusively for the order, and will take ownership and possession of all such items and will be responsible for labor or other documenting expenses incurred in connection therewith. (b) For all made-to-stock Goods: transfer title and deliver to Buyer shall pay (i) all costs completed work which conforms to the requirements of Buyer’s Order and expenses of placing the cancelled Goods in a saleable condition (restocking charge), (ii) any outgoing all reasonable quantities of work in process and incoming freight charges incurred materials produced or acquired in respect of the performance of the work terminated which are of a type and quality suitable for producing supplies in conformance to the requirements; (c) take all action necessary to protect property in Seller’s possession in which Buyer has or may acquire an interest; and (d) submit to Buyer promptly, but not later than twenty (20) days from the effective date of such termination its termination claim, otherwise the claim will be time-barred. Seller shall not manufacture in advance of Seller’s normal material lead-time and production flow time. Any preparation in violation of this prohibition shall be done at Seller’s risk and costs, and if Buyer terminates an Order in accordance with this Section 19, the advanced commitment in materials and work done by Seller shall not be claimed in this respect against Buyer. Buyer will make no payments for finished products, works-in- process or raw materials fabricated or procured by Seller in connection with amounts in excess of those authorized in an Order nor for any undelivered products which are in Seller’s standard stock or which are readily marketable. Notwithstanding the delivery and return of such Goodsforegoing, if applicabletermination is made with course due to Seller’s breach of any terms and conditions hereof, including but not limited to Section 24 and Section 25, breach of warranty, or by Seller’s delay, Seller shall not be entitled to any costs, and (iii) Buyer shall claim against Seller all reasonable remedies provided by law and necessary expenses incurred by equity. Further, in the event Seller directly incident to the order up to the date of cancellation. Invoices covering said costs shall be due and payable immediately upon Seller’s acceptance of cancellation. A stop work order will be deemed a cancellation and the provisions of this paragraph shall apply. If Buyer purchases Goods pursuant to an order for use become insolvent or in a contract with the U.S. Government petition for bankruptcy, Buyer may, without further obligation to Seller, terminate all Order(s) associated herewith in whole or in part upon giving written notice to Seller without any remedy, and the U.S. Government terminates Buyer’s prime contract or a portion thereof for convenience, Buyer shall have the right of first refusal to terminate only purchase any tools, and materials of Seller that portion of its contract with Seller should allow Buyer to rebuild the tool and produce the products, to manufacture or procure and use and sell said items, sub- assemblies and spare parts under a royalty-free license which has been terminated by the U.S. Government in its prime contract. In such case, Buyer shall be responsible for those costs set forth aboveis hereby granted.