(a) By acceptance of the order, Supplier agrees to the terms and conditions contained herein and incorporated herein by reference, which terms and conditions shall constitute the entire agreement between the parties; provided, however, any Master Framework Price and Logistics Agreement shall also apply if executed by authorized representatives of the parties. SIEMENS rejects any additional and inconsistent terms and conditions offered by Supplier at any time and irrespective of SIEMENS's acceptance of or payment for Supplier's items or services. This order shall be deemed accepted upon the return of the acknowledgment copy of this order or the commencement of performance by Supplier. These terms and conditions and any Master Framework Price and Logistics Agreement constitute the entire agreement between the parties and no change to or modification of this order shall be binding upon SIEMENS unless signed by an authorized representative at SIEMENS' procurement or purchasing office at SIEMENS' place of business issuing this order.


(b) Not withstanding the above, the Parties acknowledgement and agree that in the interest of time certain matters of a practicable business nature, such as material and product releases, minor changes in delivery dates, shipment instructions, variances in orders and the like may be sent by SIEMENS to Supplier via electronic data interchange, telefax or telephonic communication. The Parties agree that such communications, and any deliveries thereunder, shall constitute part of this order and be subject to these terms and conditions.

Unless otherwise provided on the face of this order, the prices appearing herein include all packaging, crating and federal, state, provincial and local taxes. Cash discount periods will be computed from the later of (i) the date of delivery and acceptance of the items ordered or (ii) the date of receipt of correct and proper invoices prepared in accordance with the terms of this order. Supplier further warrants (unless otherwise specifically stated on the face at this order) that none of the items furnished under this order are government or commercial surplus, used, remanufactured or reconditioned or of such age or so deteriorated as to impair the usefulness or safety thereof.

Unless otherwise stated in this order, Supplier shall supply all material, equipment, tools, service, tooling, and facilities required to perform this order. Title to all property furnished to Supplier by SIEMENS or specifically, paid for by SIEMENS or the cost of which is fully or substantially amortized in the price of the items purchased hereunder and any replacements thereof or any materials affixed or attached thereto (all hereinafter collectively referred to as "Articles") shall be and remain in SIEMENS with the right of possession in SIEMENS and Supplier will use said Articles only in the performance of work for SIEMENS. All Articles while in Supplier's custody or control or while in the custody or control of Supplier's suppliers will be held at Suppliers risk, will be kept insured by Supplier at Supplier's expense against loss and damage in an amount equal to the cost of replacement and will be subject to removal at SIEMENS written request, in which event, Supplier, at its expense, will prepare the Articles for shipment and will deliver them to SIEMENS in the same condition as originally received by Supplier, reasonable wear and tear excepted. Supplier will promptly notify SIEMENS of the location of Articles located in any place other than Supplier's plant. Supplier will maintain accountability and property control records of Articles in accordance with sound and industrial practice. Supplier, at its expense, will maintain all Articles in good condition and repair or replace them to the extent necessary for performance of this order. To the extent permitted by law, Supplier waives its right to object to the repossession of articles by SIEMENS in the event Supplier is involved in bankruptcy proceedings. SIEMENS does not warrant the accuracy of Articles which it furnishes. All Articles must be in strict compliance with the requirements of this order. Upon completion or termination of this order, Supplier will retain all Articles at its expense until disposition directions are received from SIEMENS. Supplier will pay personal property taxes, if any, on Articles in its possession.

All drawings, data, designs, engineering instructions, models, specifications or other technical information, written, oral or otherwise, supplied by or on behalf of SIEMENS in connection with performance of this order (hereinafter "Information") shall be and remain the property of SIEMENS. Supplier shall not use or disclose such Information except in the performance of orders for SIEMENS and upon SIEMENS request such Information and all copies thereof shall immediately be returned to SIEMENS. Where such Information is furnished to Supplier's suppliers for procurement of supplies by Supplier for use in the performance of SIEMENS' orders, Supplier shall insert the substance of this provision in any purchase order or subcontract hereunder.

may at any time by a written order, make changes in any one or more of the following: (i) drawings, designs or specifications where the items to be furnished are to be specifically manufactured for the SIEMENS in accordance herewith, (ii) method of shipment or packing, (iii) place or time of inspection, delivery or acceptance, and (iv) the amount of any SIEMENS furnished property. If any such change causes an increase or decrease in the cost of or time required for the performance of this order, an equitable adjustment shall be made in the price or delivery schedule or both. No claim by Supplier for adjustment hereunder shall be allowed unless in writing (setting forth the proposed adjustment amount) and received by SIEMENS within twenty (20) days from the date notice of any such change is received by Supplier. Where the cost of property rendered obsolete or excess as the result of a change is included in Supplier's claim for adjustment, SIEMENS shall have the right to take title hereto and prescribe the manner of disposition thereof. Nothing in this clause shall excuse Supplier from proceeding with performance at this order as changed. During the performance of this order, Supplier shall not make any changes in the design of items to be furnished by Supplier hereunder without advance notification to and approval of SIEMENS.

Time is of the essence in making deliveries under this order. Unless otherwise specified on the face of this purchase order, Supplier shall ship products using SIEMENS preferred carrier. Supplier shall, at its expense, ship by express or air shipment or by the most expeditious way if the delivery schedule is endangered. Unless otherwise specified on the face at this order, no variation in the quantity is authorized for shipment. Any quantity overage shall, at SIEMENS' option, be accepted by SIEMENS at no additional charge for such overage unless otherwise agreed in the order or returned to Supplier at Supplier's expense.


The efficient use by SIEMENS of any item called for under this order requires that data, if any, be delivered not later then the time specified in this order. If such data is not so delivered, SIEMENS may at its election (so long as such data remains undelivered) withhold payment to Supplier for any item previously or thereafter delivered. The term "data" shall include, without limitation, drawings, reproductions, specifications, photographs, reproducible copy, parts lists, plans, reports, computations and certifications.All items are to be suitably prepared for shipment and must be packed and shipped in accordance with the governing classification and tariffs applicable thereto.


All items shall be packaged in a manner sufficient to ensure arrival in an undamaged condition. Supplier shall be responsible for costs or damages incurred by SIEMENS directly or indirectly, as a result of or caused by improper packaging. Items shipped in advance of SIEMENS' delivery schedule may be, returned at Supplier's expense. Supplier shall give notice of shipment to SIEMENS at the time of delivery of any shipment of items to a carrier for transportation to a destination other than SIEMENS' place of business issuing this order. Each shipment and delivery shall be accompanied by an itemized packing slip bearing the SIEMENS' purchase order number. In addition, the exterior of each shipping container or package will be clearly marked with SIEMENS' purchase order number.

Notwithstanding (i) payment, (ii) passage of title or (iii) prior inspection or test, all items (including labor for all service) are subject to final inspection and acceptance or rejection at destination stated herein. In the event that the items are being manufactured in accordance with specifications provided by SIEMENS and make use of intellectual property owned by SIEMENS, at all reasonable times during the period of Supplier's performance hereunder, including the period of manufacture, SIEMENS and its customers may inspect and/or test the items to be furnished hereunder at the plants where the work is being performed, including those of the Supplier's Suppliers and Supplier shall provide, without additional charge, reasonable facilities and assistance for inspection and test. All such inspections and test shall be conducted in such a manner as not to unduly delay the work. Supplier shall provide and maintain quality control and inspection systems acceptable to SIEMENS.

Supplier warrants labor for all services for 90 days after the work is performed. Unless otherwise stated in this order, Supplier warrants to SIEMENS its successors, assigns and customers that all items furnished (including all replacement items and all replacement or corrected components which Supplier furnishes pursuant to this warranty) that are manufactured by Supplier or that bears Supplier's name will be free from defects in materials and workmanship for a period which is the greater of the following: (a) twelve (12) months from the date of delivery to SIEMENS, (b) the period specified on this order, or (c) Supplier's standard warranty period; will conform to applicable drawings, specifications, samples and other descriptions furnished or specified by SIEMENS; and to the extent such items are not of a detailed design furnished by SIEMENS, will be merchantable, suitable, for the intended purposes and free from all other defects, including defects in design. In the event Supplier is required to replace or correct any component of any item pursuant to a breach of the foregoing warranty the running of the warranty period for the term of which the defective component is a part shall be suspended from the date Supplier receives notice of the breach of warranty until the date the component is replaced or corrected. For any item provided hereunder that is neither manufactured by nor bears Supplier's name, Supplier represents and warrants that such item carries a manufacturer's warranty and such warranty shall pass through to SIEMENS upon purchase of the item. SIEMENS' approval of Supplier's samples or first articles shall not be construed as a waiver by SIEMENS of any requirement of the drawings, specifications and/or other referenced descriptions applicable hereto or of any express of implied warranty.

In the event of Supplier's delivery of defective or nonconforming items (including labor related to services) or Supplier's breach of warranty, SIEMENS may at its election and in addition to any other rights or remedies it may have at law or equity or under this order, recover from Supplier any costs of removing such items from property, equipment or products in which such items have been incorporated and any additional costs of reinstallation, reinspection and retesting and (i) return the items at Supplier's risk and expense and recover from Supplier the price paid therefore and, if elected by SIEMENS, purchase or manufacture similar items and recover from Supplier the costs and expenses thereof, (ii) accept or retain the items and equitably reduce their price, or (iii) require Supplier, at Supplier's expense to promptly replace or correct the items. If Supplier fails to promptly replace or correct such items as directed by SIEMENS, SIEMENS may repair them or have them repaired at Supplier's expense or purchase or manufacture similar items and recover from Supplier the costs and expenses thereof.

may terminate this order in whole or in part at any time or stop all or any part of the work under this order for a period of ninety (90) days by written notice stating the extent and effective date of such termination or stop work order. Upon receipt thereof, Supplier shall to the extent directed by SIEMENS (i) stop work and deliveries under this order and place no further orders relating hereto (ii) terminate work or deliveries under outstanding orders, which relate to work terminated by such notice and (iii) protect property in Supplier's possession in which SIEMENS has or may acquire an interest. To the extent a stop work order (as distinguished from an order to terminate) is canceled or expires, Supplier shall resume work. Supplier shall submit to SIEMENS its written claim for direct termination costs, if any, as soon as possible but not later than thirty (30) days from the effective date of termination. Supplier hereby gives SIEMENS the right to audit and inspect its books, records and other documents relating to its termination claim. If the parties cannot agree within a reasonable time upon the amount of fair compensation for such termination, SIEMENS' liability to Supplier will be limited to making prompt payment of the following amounts only, without duplication


(A) the contract price not previously paid for items delivered or performed and accepted by SIEMENS in accordance with the provisions of this order prior to the effective date of termination and (B) the actual direct costs incurred by Supplier and properly allocable or apportionable to this order under the preceding sentence, less any credit for delivery cost savings. Supplier shall, if directed by SIEMENS, transfer title to and make delivery of any such items, work in process or other physical inventory not so retained or sold.


(b). SIEMENS reserves the right to terminate this order in whole or in part for default (i) if Supplier fails to perform in accordance with any of the requirements of this order or to make progress so as to endanger performance hereunder or (ii) if Supplier becomes insolvent or suspends any of its operations or if any petition is filed or proceeding commenced by or against Supplier under any state, provincial or federal law relating to bankruptcy, arrangement, reorganization, receivership or assignment for the benefit of creditors. Subject to federal law, any such termination will be without liability to SIEMENS for any or all property produced or procured by Supplier for performance of the work terminated. Supplier will be liable for damages caused by or resulting from its default, including but not limited to excess costs of reprocurement. If, after a default termination, it is determined that Supplier was not in default, the termination shall be considered made pursuant to subparagraph (a) of this clause.

Neither party shall be in default for any delay or failure to perform hereunder due to causes beyond its control and without its fault or negligence, provided that any delay or failure to perform caused by default of a supplier of the Supplier at any lower tier, must be beyond the control of both Supplier and such supplier and without the fault or negligence of either and the items to be furnished must not be obtainable from other sources in sufficient time to permit Supplier to meet the delivery schedule and provided further, that Supplier furnishes prompt written notice to SIEMENS of the occurrence at any such cause which will or may delay Supplier's performance.

Whenever Supplier has knowledge that any actual or potential labor dispute is delaying or threatens to delay the timely performance of this order, Supplier shall immediately give notice thereof, including all relevant information with respect thereto to SIEMENS.

Supplier shall indemnify SIEMENS from any and all damages and costs finally awarded for infringement of any United States patent, trademark or copyright in any suit by reason of the sale or use of any product sold to SIEMENS hereunder where Supplier is an infringer or an alleged infringer with respect to its sale hereunder and from reasonable expenses incurred by SIEMENS in defense of such suit if Supplier does not undertake the defense thereof provided, that Supplier is promptly notified of any such suit and, except for suits by the U.S. Government, SIEMENS offers Supplier full and exclusive control of the defense of such suit when products of Supplier only are involved therein and the right to participate in the defense of such suit when products other than those of Supplier are also involved therein, except that this indemnity shall not extend to infringement resulting from Supplier's compliance with SIEMENS' designs, processes or formulas. Supplier's liability for damages hereunder is limited to those computed solely on the value of any product sold to SIEMENS hereunder. In no event shall Supplier be liable for consequential damages or costs applicable thereto. Supplier shall also indemnify SIEMENS' customers and agents for such infringement if and to the extent that SIEMENS has agreed so to indemnify them but to no greater extent than Supplier has indemnified SIEMENS herein and under the same conditions as set forth herein.

Supplier shall indemnify and hold harmless SIEMENS, its employees, agents and invitees from and against all liability, demands, claims, loss, cost, damage and expenses by reason of or on account of property damage, death and personal injury of whatsoever nature or kind arising out of, as a result of, or in connection with the performance of this order which is occasioned by the acts or omissions of, Supplier or its suppliers. Supplier shall maintain and carry liability insurance which includes but is not limited to employer's liability, workmen's compensation, general liability, public liability, property damage liability, product liability, completed operations liability and contractual liability in amounts set forth in this order, with carriers acceptable to SIEMENS. If no amounts are so set forth, then in amounts acceptable to and approved by SIEMENS but in no event shall such amounts be less than minimum statutory requirements. Supplier shall, if requested by SIEMENS, furnish certificates of statutory requirements, if any, and certificates of insurance indicating the foregoing coverage.

Supplier shall comply with all applicable federal, state, provincial and local laws, executive orders, rules and regulations during performance of this order, including but not limited to the Occupational Safety and Health Act of 1970, as amended ("OSHA"), Workplace Hazardous Materials Information System ("WHIMIS"), Toxic Substances Control Act as amended ("TSCA") Resource Conservation and Recover Act at 1976, as amended ("RCRA"), Clean Air Act of 1990, as amended, and Fair Labor Standards Act of 1938, as amended ("FLSA"). Supplier warrants that (1) all items sold or furnished under this order, including any packaging and labeling, will conform to and comply with OSHA standards and regulations, (ii) such items have been manufactured or furnished in accordance with the FLSA and regulations issued thereunder, and (iii) for each chemical product or product containing a chemical substance purchased under this order, Supplier shall furnish SIEMENS a Material Safety Data Sheet ("MSDS") in conformance with applicable OSHA, WHIMIS, state, provincial and local requirements, unless a current MSDS has previously been submitted by Supplier to SIEMENS. Supplier further warrants that all chemical substances delivered under this order will conform to and comply with the TSCA and regulations issued thereunder. Supplier agrees to include on all invoices, "We hereby certify that these goods were produced in compliance with all applicable requirements of orders of the United States Department of Labor issued under Section 14 thereof (29 U.S.C. 206, 207, 212 and 214)". Supplier agrees to indemnify and hold SIEMENS and its customers harmless from and against any loss, damage and expenses sustained because of Supplier's noncompliance with any applicable law.

Unless otherwise exempt under rules and regulations of the Secretary of Labor, Supplier agrees to comply during performance of this order with the following clauses as set forth in the indicated Code of Federal Regulations reference: Equal Opportunity/41 CFR Part 60 1.4, Affirmative Action for Disabled Veterans and Veterans of the Vietnam Era/41 CFR Part 60 2504 and Affirmative Action for Handicapped Workers/4l CFR Part 60 741.4.

Any assignment of this order or the work to be performed, in whole or in part, or of any other interest hereunder, without SIEMENS' written consent shall be void.

The rights and remedies of SIEMENS set forth herein shall be in addition to any other rights and remedies provided in law or equity and the failure or delay by SIEMENS to exercise any rights or remedies hereunder shall not operate as a waiver thereof, or preclude the exercise of any other rights or remedies.

Except as otherwise specifically provided in this order, any dispute arising under this order shall be resolved amicably through discussions between SIEMENS and Supplier attempting in good faith to negotiate a resolution thereof; provided, however, that either SIEMENS or Supplier may seek injunctive relief from a court of proper jurisdiction where appropriate. In order to maintain the status quo while this procedure is being followed, if the parties fail to resolve any dispute arising under this order, either party may seek mediation and arbitration as follows: (a) By written notice to the other party, submitting the dispute to voluntary mediation, in accordance with the then current Model Procedure for Mediation of Business Disputes of the Center for Public Resources, each party to bear equally the costs of the mediation; provided, however, that the other party may agree or refuse to participate in such mediation. If mediation is agreed upon, the parties will appoint a mutually acceptable mediator seeking assistance in such regard from the Center for Public Resources if they have been unable to agree upon such appointment within twenty (20) days from the date of the written notice. (b) If the parties are not successful in resolving the dispute through self help or mediation. The dispute shall be resolved by binding arbitration. Either SIEMENS or Supplier may elect by written notice to the other to submit such dispute to binding arbitration in accordance with the Center for Public Resources' Rules for Non Administered Arbitration of Business Disputes by an impartial neutral arbitrator selected by the Center for Public Resources. The decision of the arbitrator shall be binding on the parties. Judgment upon the award rendered by the arbitrator may be entered in any court having proper jurisdiction. Such mediation or arbitration shall take place, in the state or province wherein SIEMENS' place of business issuing this order is located. Pending settlement or final decision of any such dispute, Supplier shall proceed diligently with the performance of this order in accordance with the directions of SIEMENS. The construction, interpretation and performance hereof and all transactions hereunder shall be governed by the law of the state or province wherein SIEMENS' place of business issuing this order is located, without giving effect to the principles of conflict of laws thereof. Equitable remedies shall be available from the arbitrator. The arbitrator shall not award consequential, punitive, exemplary, indirect or similar damages, although attorneys' fees and the costs of arbitration may be assessed against either or both parties. Any provisions of the award which is unenforceable in any jurisdiction, shall as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability, without invalidating the remaining provisions hereof. The "United Nations Convention for the International Sale of Goods" is expressly excluded.

Except as otherwise specifically agreed, all Confidential Information disclosed by SIEMENS to the Supplier shall be SIEMENS' property and shall be held in confidence by Supplier and used solely for the performance of this order. For purposes of this Purchase Order, "Confidential Information" means all information of SIEMENS, in whatever form transmitted, relating to business plans, operations, training, systems and products, whether currently manufactured or in development which is identified as being confidential or proprietary in nature or is obviously confidential or proprietary by its nature or would give or increase the advantage of SIEMENS competitors over SIEMENS or diminish SIEMENS advantage over its competitors. Supplier shall take all reasonable precautions (a) to disclose such information within Suppliers organization only to those employees and agents who have a need to know in order to fulfill Supplier's obligations hereunder and who have agreed to keep the Information confidential, and (b) to prevent any such Information from being divulged to third persons not employed by Supplier, including having recipients acknowledge the confidential status of such information and agreeing to similar restrictions. This obligation of confidence shall survive termination of this order and will continue for three (3) years thereafter, or for as long as the information remains a trade secret, whichever is longer.

Supplier shall not, without the prior consent of SIEMENS, make any release of information concerning this order (other than to Supplier's employees and subcontractors which is required for the performance of their duties) or use the name of SIEMENS in any advertising or publicity.

Anything herein notwithstanding, in no event shall SIEMENS be liable to the Supplier for special, indirect, incidental or consequential damages, including commercial loss, loss of use, or lost profits, even if SIEMENS has been advised of the possibility of such damages.

Supplier acknowledges that SIEMENS is required to comply with applicable export laws and regulations relating to the sale, exportation, transfer, assignment, disposal and usage of the Work or Equipment or Services provided under the Purchase Order, including any export license requirements. Supplier agrees that such Work or Equipment or Services shall not at any time directly or indirectly be used, exported, sold, transferred, assigned or otherwise disposed of in a manner which will result in non-compliance with such applicable export laws and regulations. It shall be a condition of the continuing performance by SIEMENS of its obligations hereunder that compliance with such export laws and regulations be maintained at all times. SUPPLIER AGREES TO INDEMNIFY AND HOLD SIEMENS HARMLESS FROM ANY AND ALL COSTS, LIABILITIES, PENALTIES, SANCTIONS AND FINES RELATED TO NON-COMPLIANCE WITH APPLICABLE EXPORT LAWS AND REGULATIONS.

Supplier agrees to comply with the principles and requirements of the 'Code of Conduct' for Siemens Suppliers' and related provisions that are as follows in exhibit 1.

A. Seller shall comply with the principles and requirements of the 'Code of Conduct for Siemens Suppliers' which is available upon request from a Buyer purchasing representative or on the Buyer website (here in after the “Code of Conduct”).

B. If requested by Buyer, Seller shall not more than once a year either – at its option – provide Buyer with(i) a written self-assessment in the form provided by Buyer, or (ii) a written report approved by Buyerdescribing the actions taken or to be taken by Seller to assure compliance with the Code of Conduct.

C. Buyer and its authorized agents and representatives and/or a third party appointed by Buyer andreasonably acceptable to supplier, shall be entitled (but not obliged) to conduct – also at suppliers' premises– inspections in order to verify suppliers' compliance with the Code of Conduct.Any inspection may only be conducted upon prior written notice of Buyer, during regular business hours, inaccordance with the applicable data protection law and shall neither unreasonably interfere with suppliers'business activities nor violate any of suppliers' confidentiality agreements with third parties. Seller shallreasonably cooperate in any inspections conducted. Each party shall bear its expenses in connection withsuch inspection.

D. In addition to any other rights and remedies Buyer may have, in the event of (i) supplier's material orrepeated failure to comply with the Code of Conduct or (ii) supplier's denial of Buyer' right of inspection asprovided for in the third paragraph of this article, after providing Seller reasonable notice and a reasonables Siemens Industry, Inc. Page 7Rev. 09/28/09 (PO Version)opportunity to remedy, Buyer may terminate any purchase order issued here under without any liability what so ever.

Material failures include, but are not limited to, incidents of child labor, corruption and bribery, and failure to comply with the Code of Conduct's environmental protection requirements. The notice and opportunity toremedy provision shall not apply to violations of requirements and principles regarding of the child labor asset out in the Code of Conduct or willful failures to comply with the Code of Conduct’s environmental protection requirements.


Exhibit 1 - Code of Conduct