ONASSET Intelligence, Inc.
Terms and Conditions of Purchase

General Provisions

BY ACCEPTING THIS PURCHASE ORDER, AND/OR PERFORMING HEREUNDER SELLER AGREES TO COMPLY FULLY WITH THE TERMS AND CONDITIONS OF PURCHASE SET FORTH IN THIS DOCUMENT. ACCEPTANCE OF THIS PURCHASE ORDER IS EXPRESSLY LIMITED TO THE TERMS AND CONDITIONS OF THIS PURCHASE ORDER AND NONE OF SELLER'S TERMS AND CONDITIONS SHALL APPLY UNDER ANY CIRCUMSTANCES. ACCEPTANCE BY ONASSET INTELLIGENCE, INC. (HEREINAFTER CALLED "ONASSET"), OF THE GOODS, SERVICES OR WORK DELIVERED UNDER THIS PURCHASE ORDER SHALL NOT CONSTITUTE AGREEMENT TO SELLER'S TERMS OR CONDITIONS. SELLER MAY NOT SHIP UNDER RESERVATION.

1. Modifications
Changes, modifications, waivers, additions or amendments to the terms and conditions of this Purchase Order shall be
binding on ONASSET only if such changes, modifications, waivers, additions or amendments are in writing and signed by a duly authorized ONASSET representative.

2. Applicable Law
The validity, interpretation and performance of these terms and conditions and any purchase made hereunder shall be governed by the laws of the state of Texas. Where not modified by the terms herein, the provisions of Texas’ enactment of Article 2 of the Uniform Commercial Code shall apply to this transaction. The United Nations Convention on the International Sale of Goods (the Vienna Convention) is deemed waived and shall not apply. In the event of any dispute arising hereunder, the parties hereby submit to the jurisdiction of the state and federal courts located in Dallas County, Texas.

3. Compliance with Law
Seller agrees that at all times it will comply with all applicable federal, state, municipal and local laws, orders and regulations. If requested by ONASSET, Seller agrees to timely certify compliance with such laws in such forms as ONASSET reasonably may request.

4. Ethical Conduct
Seller agrees to provide the products and perform the services hereunder with the highest ethical standards. ONASSET will not do business with any entity or person that ONASSET believes has engaged in unethical practices. ONASSET expects its suppliers to abide by this policy and not to engage in any activity that results or may result in a conflict of interest, embarrass ONASSET, or harm ONASSET's reputation. Seller will: (i) maintain transparency and accuracy in corporate record keeping and (ii) act lawfully and with integrity in handling competitive data, proprietary information and other intellectual property. Seller will not engage in corrupt practices, including public or private bribery or kickbacks.

5. Antidiscrimination and Humane Treatment of Workers
a. Seller will employ workers on the basis of their ability to do the job and not on the basis of their personal
characteristics or beliefs.
b. Seller will assure that products (including parts) will not be produced, manufactured, mined, or assembled with
the use of forced, prison, or indentured labor, including debt bondage, or with the use of illegal child labor in violation of
International Labor Conventions for minimum age (ILO-C138) and child labor (ILO-C182). Seller will not require workers to
remain in employment for any period of time against their will. If Seller provides housing or eating facilities, it will assure the
facilities are operated and maintained in a safe and sanitary manner.
c. Seller will operate safe, healthy and fair working environments, including managing operations so that overtime
does not create inhumane working conditions. Seller will pay workers at least the minimum legal wage. Seller will assure that
workers are free to join, or refrain from joining, associations of their own choosing, unless otherwise prohibited by law.

6. Release of Information
Neither party hereto shall, without the prior written consent of the other party (which shall not be unreasonably withheld or delayed), publicly announce or otherwise disclose (except to the U.S. Government, when the Purchase Order references a U.S. Government contract or subcontract number), the existence or the terms of this Purchase Order, or release any publicity regarding this Purchase Order. Unless expressly agreed upon in writing by ONASSET, nothing in this Purchase Order shall be construed as granting, conveying or conferring any rights to Seller, either express or implied, (a) in any ONASSET intellectual property or rights; (b) to use ONASSET’s trademarks, trade names, name or logo on any marketing literature, websites, presentations, press releases or any other media form or in connection with any product, service or promotion; or (c) to use ONASSET as a reference account. This provision shall survive expiration, termination or cancellation of this Purchase Order.
Any knowledge or information that Seller may disclose to ONASSET shall not be deemed to be confidential information and shall be acquired by ONASSET free from any restrictions as to use or disclosure thereof, unless ONASSET shall have agreed to accept confidential information from Seller pursuant to a duly executed nondisclosure agreement defining ONASSET’s obligations with respect to such information.

7. General Indemnity
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SELLER SHALL AND DOES AGREE TO INDEMNIFY, DEFEND, PROTECT AND SAVE ONASSET, ITS OFFICERS, DIRECTORS, EMPLOYEES, SERVANTS, AGENTS, AFFILIATES, SUBCONTRACTORS, SUCCESSORS AND ASSIGNS (COLLECTIVELY, THE “INDEMNIFIED PERSONS”), HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, CAUSES OF ACTION, SUITS, DEMANDS, LOSSES, JUDGMENTS, INCIDENTAL, CONSEQUENTIAL, DIRECT AND INDIRECT DAMAGES, PENALTIES, FINES, LIABILITIES, COSTS AND EXPENSES, (INCLUDING WITHOUT LIMITATION REASONABLE ATTORNEYS’ FEES, CONSULTANTS’ FEES, COURT COSTS AND EXPENSES) (“CLAIMS”), ARISING OUT OF OR RELATED IN ANY WAY TO: (I) THE WORK PERFORMED HEREUNDER; (ii) ANY ACT, OMISSION, NEGLIGENCE, GROSS NEGLIGENCE, WILLFUL MISCONDUCT, STRICT LIABILITY IN TORT, OR BREACH OF ANY WARRANTY, EXPRESS OR IMPLIED, OF SELLER, ITS CONTRACTORS, SUBCONTRACTORS, SERVANTS, OR AGENTS, OR ANYONE DIRECTLY OR INDIRECTLY EMPLOYED BY ANY OF THEM, OR ANYONE THEY CONTROL OR EXERCISE CONTROL OVER; (iii) FAILURE OF SELLER, ITS EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, SERVANTS, OR AGENTS TO COMPLY WITH APPLICABLE LAWS AND REGULATIONS ON OR AFTER THE EFFECTIVE DATE OF THIS PURCHASE
ORDER; OR (iv) BREACH BY SELLER, ITS EMPLOYEES, AGENTS, CONTRACTORS OR SUBCONTRACTORS OF THE TERMS AND CONDITIONS OF THIS PURCHASE ORDER (COLLECTIVELY, THE “LIABILITIES’). SUCH LIABILITIES INCLUDE, BUT ARE NOT LIMITED TO, INJURIES TO, SICKNESS OR DEATH OF ANY PERSON (INCLUDING SELLER’S OR ANY SUBCONTRACTOR’S EMPLOYEES), CLAIMS BASED ON STRICT LIABILITY AND CLAIMS FOR PROPERTY LOSS OR DAMAGE TO REAL AND/OR TANGIBLE PERSONAL PROPERTY. THE OBLIGATIONS OF SELLER UNDER THIS INDEMNIFICATION PROVISION SHALL APPLY TO ALL CLAIMS AND ALL LIABILITIES EVEN IF SUCH CLAIMS OR LIABILITIES ARE CAUSED OR CONTRIBUTED TO BY THE NEGLIGENCE OR STRICT LIABILITY OF ANY INDEMNIFIED PERSON. THE INDEMNIFICATION PROVISIONS IN THIS SECTION SHALL NOT BE LIMITED BY A LIMITATION ON THE AMOUNT OR TYPE OF DAMAGES, COMPENSATION OR BENEFITS PAYABLE BY OR FOR SELLER UNDER WORKER’S COMPENSATION ACTS, DISABILITY BENEFIT ACTS OR OTHER EMPLOYEE BENEFIT ACTS. NOTWITHSTANDING ANYTHING TO THE CONTRARY, THIS PROVISION SHALL SURVIVE THE TERMINATION OR EXPIRATION OF THIS PURCHASE ORDER.

8. Insurance
Seller shall obtain and maintain in force insurance coverage in amounts acceptable to ONASSET, including, but not
limited to, Commercial General Liability (CGL) insurance, Worker’s Compensation insurance as required by the state in which
Seller does business and Employer’s Liability insurance.

9. Inspection Quality System
a) Seller agrees to permit ONASSET and ONASSET's customer (or Government representatives if this Purchase Order references a U.S. Government contract or subcontract number) to verify the quality of goods and services being provided under this Purchase Order at any production stage in Seller's facility. Verification may consist of a physical assessment or surveillance of Seller's facilities and quality programs and/or a source inspection. Deficiencies identified during such verification shall be corrected by Seller in the most expeditious manner possible. Seller shall provide all reasonable facilities and assistance for the safety and convenience of personnel engaged in such verification. Seller shall include in each subcontract Seller makes hereunder appropriate provisions to the same effect. Any inspection performed by ONASSET or ONASSET’s customer as set forth herein shall not constitute acceptance of the goods and services and shall not waive ONASSET’s right to return material to Seller that exhibits or develops defects.

b) Unless otherwise provided in Purchase Orders issued by ONASSET, Seller shall ensure that the manufacturing processes used meet the technical requirements of the drawings, specifications, engineering changes and added requirements applicable to the Purchase Order. Seller shall maintain an inspecting system sufficient to verify that it is meeting the technical requirements. Further, at ONASSET’s request, Seller shall provide objective evidence that such inspecting system has been implemented and is in operation.

10. Acceptance and Warranty
a) Goods. Unless otherwise specified herein, acceptance of material by ONASSET will not be until after arrival at the ONASSET facility specified in this Purchase Order and after reasonable inspection by ONASSET. Any goods rejected by ONASSET may be returned to Seller at Seller's expense for full credit of the purchase price. Inspection may be performed at ONASSET's option on a statistical sampling basis. The entire lot may be rejected based on defects revealed by such sampling.

At ONASSET's option, the rejected lot will be either returned to Seller for replacement or credit or 100% screened by ONASSET with the cost of such screening paid by Seller. The inspection performed at ONASSET on receipt of goods is a conditional acceptance, and shall not waive ONASSET’s right to return material to Seller that exhibits or develops defects during or after installation or testing of the end product. Seller warrants that all goods supplied by Seller under this Purchase Order conform to the requirements, specifications, drawings, samples or other descriptions furnished by ONASSET or referenced in this Purchase Order and that they are of good material and workmanship and free from all defects in manufacture or design, and are of merchantable quality and fit for their intended purpose. Such warranties by Seller shall run to the benefit of ONASSET and its customers. ONASSET's approval of designs furnished by Seller shall not relieve Seller of its obligation under this warranty. Seller's warranty shall be effective for a period of time as set forth on the face of this Purchase Order, or if such time is set forth on the face of this Purchase Order, the warranty shall be effective for one (1) year after the date of ONASSET’s acceptance of goods, or for such longer period specified by Seller. Seller agrees that shipment of goods against this Purchase Order constitutes certification that all goods included in this shipment conform in all respects to the applicable requirements, specifications, drawings, samples or other descriptions furnished by ONASSET or referenced in this Purchase Order. Seller will make process control data, inspection and test reports covering the goods and their parts available for review and examination by ONASSET or its authorized representatives to verify conformance to such applicable specifications and drawings. A certificate of conformance must accompany individual shipments when so specified on applicable specifications or drawings, or in this Purchase Order. Seller shall, at Seller’s expense and at ONASSET’s option, promptly repair, replace or refund to ONASSET amounts paid for any goods that do not conform to this warranty. All costs associated with returning non-conforming goods shall be borne by Seller. Non-conforming goods shall be returned freight collect to Seller. Seller shall send replacement material freight prepaid and Seller shall also bear the cost of premium transportation when ONASSET indicates that obtaining such replacement material places critical time or delivery schedule constraints on ONASSET. If non-conforming goods from Seller have been incorporated in products sold by ONASSET, or if such non-conformances otherwise cause harm to ONASSET’s direct or indirect customers, then Seller shall reimburse ONASSET for all reasonable expenses and for all penalties incurred by ONASSET in connection with any recall or other return of such goods (or items incorporating them).

b) Services. Seller warrants and represents to ONASSET that any services to be provided under this Purchase Order will be provided in accordance with sound professional practices and using a standard of skill and care that is no less than that ordinarily exercised by experienced and competent contractors performing services of a similar nature to the services to be provided under this Purchase Order. Further, Seller warrants that the services will be proper and sufficient for the purposes contemplated by this Purchase Order.

11. ONASSET Property
Unless otherwise specified herein, Seller conveys to ONASSET full and clear ownership and title to all goods, special drawings, dies, patterns, tooling, intellectual property or other items paid for by ONASSET and Seller further represents and warrants that it has the right to do so. Seller shall provide such items in good condition. Any items provided to Seller by ONASSET shall remain the property of ONASSET unless otherwise specified. Seller shall preserve such items provided by or conveyed to ONASSET in good condition, reasonable wear and tear excepted, and shall return them when the work on the Purchase Order has been completed or terminated, or at any other time as requested by ONASSET. No special drawing, die, pattern, tool or other item supplied by ONASSET or made by Seller for the use of or delivery to ONASSET, or for use by Seller in supplying ONASSET, shall be used by Seller for any purpose other than supplying ONASSET, without Seller first obtaining ONASSET’s written consent, provided, however, that if the U.S. Government has rights in such items under a prime contract with ONASSET, noninterfering use of the items for direct sales to the Government is authorized if written notice is provided to ONASSET prior to such use. If material, equipment, special drawings, dies, patterns, or other items are furnished by ONASSET for performance of this Purchase Order, all risk of loss thereof or damage thereto shall be upon Seller from the time of shipment to Seller until redelivery to and receipt by ONASSET.

12. Rights in Work Product
a) In the course of its performance under this Purchase Order, Seller may conceive or reduce to practice inventions, discoveries, improvements, concepts, in tangible or intangible form, written materials, documentation, databases, designs, discs, tapes, programs, software, architectures, files and other material (collectively “Work Product”). Any and all rights in intellectual property, including without limitation, copyrights (including mask work rights), patents, design rights, database rights, rights in know-how, trade secrets and other confidential information and other similar rights worldwide, whether registered or not and including any applications for the foregoing (collectively “Intellectual Property”) in and to the Work Product shall be the exclusive property of ONASSET from the date of inception. All Work Product shall be deemed "work-for-hire" as defined under United States copyright law and shall be the exclusive property of ONASSET from the date of inception. Seller agrees to assign and hereby assigns to ONASSET Intellectual Property rights in and to all Work Product. ONASSET shall have the exclusive worldwide right to use, edit, translate, publish, transfer or sell the Work Product prepared by Seller in any manner that ONASSET deems fit without further payment to Seller. The Work Product shall be deemed to be ONASSET confidential information and shall not be disclosed to other than ONASSET or used by Seller or others without ONASSET’s prior written consent. If the Work Product does not qualify as a "work-for-hire", then no Intellectual Property rights in and to the Work Product, including the copyright, will be transferred to ONASSET.

b) Notwithstanding the above, Seller and its licensors retain all ownership rights in any and all pre-existing Intellectual Property whether in tangible or intangible form, and developed, acquired or prepared by Seller prior to the issuance of this Purchase Order (collectively “Pre-Existing Rights”). To the extent that Seller’s Pre-Existing Rights are embedded in or are an integral part of any goods and/or Work Product provided to ONASSET under this Purchase Order, Seller grants to ONASSET and its subsidiaries and affiliates, a perpetual, royalty-free, irrevocable, worldwide, nonexclusive, transferable license (with the right to sub-license) to make, have made, use, reproduce, modify, distribute and display such Pre-Existing Rights. Seller shall notify ONASSET in advance of any Pre-Existing Rights to be embedded in or made an integral part of any goods and/or Work Product provided to ONASSET hereunder. c) Seller represents and warrants that it has, or will have, prior to commencement of work under this Purchase Order by any employee or third party performing work on behalf of Seller, valid and sufficient arrangements or agreements with such employee or third party such that all rights in and to any and all Intellectual Property made by such employee or third party vests in Seller.

13. Patents and Copyrights
a) Seller agrees to defend, indemnify and to save ONASSET, its officers, agents, employees, and vendees (mediate and immediate) harmless, at Seller’s expense, from and against any and all Claims, suits or proceedings, either at law or in equity, that the purchase, use, or sale of goods and/or Work Product required by this Purchase Order violates any license agreement or constitutes an infringement or misappropriation of any Intellectual Property, trademark, service mark or other intellectual property right of any third party. Seller shall not be obligated to defend or be liable for costs and losses to the extent the claim of infringement or alleged infringement is solely due to and would not have occurred but for (a) Seller’s compliance with designs for such goods originally furnished by ONASSET to Seller or (b) a modification by ONASSET of Seller’s goods that was not authorized by Seller. b) Without prejudice to the immediately preceding section, if any goods or Work Product to be provided by Seller to ONASSET under this Purchase Order is, or in ONASSET’s opinion is likely to become, the subject of a claim of infringement and/or misappropriation of any Intellectual Property, trademark or service mark right of a third party, Seller shall, at its sole expense, procure the right for ONASSET to continue using the goods or Work Product. In the event Seller cannot procure such rights, Seller shall, at its option, either modify the goods or Work Product to make it non-infringing and/or to avoid a claim of misappropriation, but still be functionally equivalent, or replace the goods or Work Product with functionally equivalent goods or Work Product that is non-infringing and/or avoids a claim of misappropriation.

14. Changes
a) From time to time, ONASSET may change any of the drawings, specifications or instructions for work covered by this Purchase Order. In such event, Seller shall attempt to comply with such reasonable change notices. If such changes result in a decrease or increase in Seller's cost or in the time for performance, Seller will notify ONASSET in writing of its request for an adjustment in the price or time of delivery within five (5) business days after its receipt of the change notice. The parties will negotiate in good faith regarding any adjustments in the price and time for performance to be made. Any such adjustments must be agreed by authorized representatives of the parties in writing.

b) Seller shall not make any changes in manufacturing, materials, testing, configuration or otherwise that alter the form, fit or function of the goods sold to ONASSET, nor shall it make any changes to any specifications or requirements, unless it has first obtained ONASSET’s prior, written consent.

15. Termination
ONASSET may terminate the work to be performed hereunder in whole or in part at any time without cause by written notice to Seller. Such notice shall state the extent and effective date of such termination and, upon the receipt of such notice, Seller will comply with the directions pertaining to work stoppage hereunder and the placement of further orders or subcontracts hereunder. Within three (3) months after ONASSET’s termination notice, the parties shall negotiate in good faith with regard to the amount of reimbursement, if any, to be paid to Seller for work performed prior to ONASSET’s notice of termination and/or the amount of prepayments to be refunded by Seller to ONASSET for work not performed. Seller shall mitigate its claim to the maximum extent possible, and in no event shall Seller’s claim exceed the lesser of the fair market value or actual costs of the raw material and “work-in-progress” material that Seller cannot divert to other uses or the authorized work performed prior to ONASSET’s notice of termination. No claim shall be asserted against ONASSET nor shall ONASSET have any liability for loss of expected profits, or for any consequential or incidental damages, due to termination. Termination under this provision shall not be deemed a breach of contract. The provisions of this paragraph shall not limit or affect ONASSET’s right to terminate this Purchase Order for cause and shall not apply to a termination for cause.

16. Liability Limitations
IN NO EVENT SHALL ONASSET BE LIABLE TO SELLER FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS PURCHASE ORDER, EVEN IF ONASSET HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. In no event shall ONASSET’s liability to Seller for any breach of any provision of this Purchase Order exceed the purchase price for goods
or services delivered and accepted hereunder.

17. Prices
a) Except as provided by Section 14 above (Changes), ONASSET may delay payment for any shipment at any increase in price above that indicated on this Purchase Order until the pricing discrepancy is resolved, at which time the payment terms set forth below shall apply. If Seller issues a general price decrease for any equipment and/or materials similar to the items described on this Purchase Order, a comparable price reduction shall automatically apply to the items described in this Purchase Order.

b) No extra charges of any kind, including charges for boxing or cartage, will be allowed unless specifically agreed to by ONASSET in writing. Pricing by weight, where applicable, covers net weight of material, unless otherwise agreed.

c) Seller shall identify, create and safely retain full and detailed accounts and exercise all such controls as may be necessary or helpful for proper financial management, documentation and compliance under this Purchase Order. Seller’s records, books, correspondence, instructions, drawings, receipts, subcontracts, purchase orders, vouchers, memoranda and other data related to this Purchase Order (“Records”) shall be preserved for a period of three (3) years after final payment or for such longer period as may be required by law. ONASSET shall have the right to audit or inspect such Seller Records solely for the purpose of
ensuring compliance with this Purchase Order.

18. Payment Terms
The following payment terms are applicable to this Purchase Order:

a) NET INVOICES
Net invoices will be paid 30 days after the invoice date unless otherwise stated on the Purchase Order or agreed to in writing by
both parties.

b) DISCOUNTED INVOICES
The acceptance of discount offers will be at ONASSET’s discretion and any discounted terms will be negotiated by the parties.
c) All schedules of payments above stated are based upon receipt by ONASSET of goods or services or
shipment FCA origin of the goods prior to scheduled payment date, whichever is applicable as indicated on the face hereof.
d) Invoices should include a valid Purchase Order number corresponding to the applicable Purchase Order.
Unless otherwise directed by ONASSET in writing, Seller will issue only one invoice per Purchase Order. Provision by Seller
of correct address and/or bank information to which payment should be sent will facilitate more efficient payment.

19. Taxes
a) To receive payments from ONASSET, Seller must provide ONASSET with valid United States tax documentation declaring status of the beneficial owner of any income generated by the payment. Seller must submit the appropriate US tax declaration status form(s) for payees who are a US resident, corporation or otherwise beneficially owned by a US entity and for payees who are non-US residents, corporations or otherwise beneficially owned by a non-US or foreign entity.

b) Except for purchases of capital equipment or unless otherwise noted, it is hereby certified that the goods described in this Purchase Order are exempt from sales and use tax, for the reason that such goods are purchased for resale or will become an ingredient or component part of, or be incorporated into, or used or consumed in, a manufactured product produced for ultimate resale. If the goods described in this Purchase Order are purchased tax exempt and subsequent use makes the goods taxable, ONASSET will assess and pay tax to the appropriate state.

c) Seller is responsible for all income taxes imposed by any taxing authority or government entity resulting from the provisions under this Purchase Order. Each payment to be made by ONASSET under this Purchase Order shall be subject to any deduction, withholding or set-off of tax as may be required under applicable laws.

20. Time of Delivery
a) Seller acknowledges that time is of the essence of this contract. Seller will provide prompt notice to ONASSET of any delays in delivery. Failure to meet agreed upon delivery dates shall be considered a breach of contract and, in addition to any other rights available to it under this Purchase Order or at law or in equity, ONASSET may cancel this Purchase Order without penalty if ONASSET specified delivery dates will not be met. Seller agrees to reimburse to ONASSET any penalty and damages imposed upon or incurred by ONASSET to its customers or others by virtue of delays caused by Seller’s failure to deliver goods or
work on such delivery dates. Late shipments may be rejected by ONASSET and returned to Seller.

b) Unless otherwise agreed in writing, Seller shall not make commitments for material or production in excess of the amount or in advance of the time necessary to meet ONASSET's delivery schedule. It is Seller's responsibility to comply with this schedule, but not to anticipate ONASSET's requirements. Goods shipped to ONASSET in advance of schedule may be returned to Seller at Seller's expense. ONASSET may reschedule the delivery of any unshipped product for later delivery within ninety (90) days of the originally scheduled delivery date.

21. Contingencies
a) Force Majeure. If, despite Seller’s best efforts, Seller is prevented from delivering, or if ONASSET is prevented from receiving the goods referred to in this Purchase Order as a result of governmental actions or regulations, except as hereinafter provided, or of fires, strikes, accidents, and other unforeseeable causes beyond the control of the party affected by the contingency, the obligation to receive or deliver shall be suspended for no longer than a reasonable time during which such causes continue to exist. Seller must (a) give ONASSET immediate, detailed notice of the initial situation as soon as possible, (b) deliver ongoing
detailed status reports to ONASSET regarding its efforts to fully remedy the situation and (c) deploy all available reasonable resources to mitigate adverse impacts of the delay. Should the condition persist for more than forty-five (45) days, ONASSET may, at its option, cancel this Purchase Order without liability or have Seller resume delivery upon removal of the intervening condition.

b) Seller is not excused by this Section from any of its obligations due to any reasonably foreseeable or preventable situation (including, but not limited to, late or insufficient deliveries by other suppliers, personnel turnover, labor disputes or strikes involving Seller’s own personnel, third party equipment or software changes).

22. Over-Shipments
Seller is instructed to ship only the quantity(ies) specified in this Purchase Order. Any deviation caused by conditions of loading, shipping, packing, or allowances in manufacturing processes, however, may be accepted by ONASSET according to the overshipment allowance indicated on the face of this Purchase Order. If no allowance is shown, it shall be 0% (zero percent). ONASSET reserves the right to return any overshipment in excess of the allowance at Seller's expense.

23. Packing and Shipping Instructions
a) Unless otherwise instructed by ONASSET in the applicable PO, Seller agrees to insure that shipments are properly packed and described in accordance with ONASSET specifications and /or applicable carrier regulations. Shipments will be made in accordance with ONASSET’s shipping instructions. ONASSET may assist Seller by providing freight classifications or classifying material. Seller will not insure or declare value on shipments, unless ONASSET specifies otherwise. When shipping via small parcel, Seller will ship freight collect if available, otherwise Seller will ship freight prepaid. Seller shall consolidate shipments daily on one bill of lading per mode to avoid premium freight costs, unless instructed otherwise by ONASSET. In case of any shipment that does not correspond to normal past practice between ONASSET and Seller, or to standard practice in the industry, (e.g., requires special handling equipment or air ride suspension, or air shipment over 500 pounds, over 120 inches long or wide or over 56 cubic feet, etc.) Seller agrees to notify ONASSET's appropriate traffic department 72 hours prior to shipment for special shipping instructions. All truck shipments must be classified by Seller using the current "National Motor Freight Classification Tariff". Each box, crate or carton will show ONASSET's full street address and Purchase Order and item numbers regardless of how shipped. On small parcel shipments, a packing list shall accompany each container and shall describe the contents of that container. On other shipments, Seller will provide a packing list to accompany each shipment, referencing the appropriate Purchase Order and item number. The bill of lading also will reference the Purchase Order and item number. Seller is responsible for packing any shipment correctly based on the carrier/mode utilized. Charges for packing and crating shall be deemed part of the purchase price, and no additional charges will be made therefor unless specifically requested by ONASSET on the Purchase Order. Seller agrees to ship via the carrier specified by ONASSET. Failure to ship via ONASSET specified carrier will subject Seller to misroute debit.

b) All premium freight cost incurred by ONASSET or Seller beyond that specified by ONASSET shall be borne by Seller. Seller is responsible for all shipments that are damaged in transit due to improper packaging, improper judgment or any other act or omission of Seller, shipper or carrier. On all FCA origin shipments Seller will ship freight collect. (If small parcel carrier collect is unavailable, Seller will ship prepaid.)

24. Export Compliance
(a) Seller acknowledges that all products, services, proprietary technical data and information, or any other items provided to Seller by ONASSET or otherwise obtained by Seller from ONASSET pursuant to this Purchase Order may be subject to U.S. Government export control laws and regulations and the export and import regulations of other countries. Seller agrees that, unless prior authorization is obtained from the U.S. Department of Commerce, Bureau of Industry and Security, or any other competent U.S. Government agency, neither Seller nor its subsidiaries shall export, re-export, transfer, or release, directly or indirectly, any
items, including any products, equipment, software, technology, technical data or technical information (written or otherwise), provided to Seller by ONASSET, any direct product of technology or software provided to Seller by ONASSET, or the ONASSET deliverable, to any destination or country to which the export, re-export transfer or release of any such items provided to Seller by ONASSET, direct product of ONASSET technology or software, or the ONASSET deliverable would be prohibited by the U.S. Department of Commerce, Bureau of Industry and Security, Export Administration Regulations (EAR) or any other applicable export control laws or regulations. Without limiting the generality of the foregoing, Seller shall control the disclosure of and access to technical data, technical information and any other items provided to Seller by ONASSET in accordance with applicable U.S. export controls laws and regulations, including but not limited to the EAR.

(b) If, pursuant to this Purchase Order, Seller provides any item provided to Seller by ONASSET or the direct product of any technology or software provided to Seller by ONASSET or any ONASSET deliverable to any third party who is permitted by ONASSET to receive such ONASSET items, direct products of ONASSET technology or software or ONASSET deliverables, such as Seller’s permitted subcontractors, Seller shall give notice of the need to comply with such laws and regulations to any person, firm, or entity that it has reason to believe is obtaining any item, including any item provided to Seller by ONASSET, the direct product of any technology or software provided to Seller by ONASSET or any ONASSET deliverable, from Seller with the intention of exportation or re-exportation of such item. Seller will be responsible for obtaining any export, re-export licenses or any other government authorizations required for the export or re-export of any item provided to Seller by ONASSET, the direct product of any technology or software provided to Seller by ONASSET or any ONASSET deliverable made by Seller. (c) Seller will not prepare and execute any import or export documentation or make any certification or representation on behalf of ONASSET relating to the importation, exportation or re-exportation of any item received by Seller from ONASSET, the direct product of any technology or software received by Seller from ONASSET, or any ONASSET deliverable except as specifically authorized by ONASSET employees designated in writing by ONASSET for such purposes. Each party shall secure, at its own expense, such licenses and export and import documents as are necessary for each respective party to fulfill its obligations under this Purchase Order. If government approvals cannot be obtained, ONASSET may terminate, cancel or otherwise be excused from performing any obligations it may have under this Purchase Order. (d) These clauses shall survive termination or cancellation of this Purchase Order.

25. Supply Chain Security
Seller agrees that it will comply with applicable ONASSET supply chain security requirements in providing goods or performing services for ONASSET and that it will provide supply chain security information to ONASSET as requested, including information about Seller’s status with regard to the US Customs Trade Partnership Against Terrorism (C-TPAT) initiative, including provision of Seller’s C-TPAT Status Verification Token (SVI) number where applicable. If requested by ONASSET, Seller will ship goods using only ONASSET-authorized transportation providers.

26. Assignment
Seller shall not assign or transfer its performance obligations without ONASSET’s prior written consent, and any attempted assignment or transfer without such consent shall be void. Seller shall not subcontract any portion of the work to be performed by it under this Purchase Order without ONASSET’s prior written consent.

27. Seller Ownership Change
Seller will notify ONASSET immediately in writing in the event Seller is acquired by or merges with any other company
or a majority or controlling interest in Seller is obtained by another company.

28. Ozone Depleting Substances
Except where the ONASSET Buyer of Record has given written approval to Seller in advance of shipment, Seller hereby
agrees that it has not used or introduced a Class I ozone depleting substance (ODS) or introduced a Class II ODS (as such terms are defined in 40 CFR 82.104), into any product being supplied to or imported by ONASSET under this Purchase Order. Where the ONASSET Buyer of Record has so agreed to accept product containing or manufactured using an ODS, Seller will label the product with a warning or will otherwise effectively warn ONASSET of such use in accordance with 40 CFR 82, Subpart E. Should Seller choose to warn ONASSET through a mechanism other than a warning label or other warning accompanying the shipment, a copy of such warning shall be sent to the ONASSET Buyer of Record, or the otherwise appointed representative of the Buyer of Record, in advance of shipment. Breach of this provision will entitle ONASSET to all remedies available for breach of this Purchase Order, including without limitation, the right to reject the product and/or terminate the agreement.

29. ONASSET Controlled Chemicals and Materials
Seller shall comply with the ONASSET Controlled Chemicals and Materials Specification.

30. Reservation of Rights
ONASSET expressly reserves all rights and remedies that are available to it at law or equity, including but not limited to
rights and remedies set forth in the Uniform Commercial Code.

31. Waiver
Any failure of ONASSET to enforce any of the provisions of this Purchase Order at any time, or for any period of time, shall not constitute a waiver of such provisions nor of ONASSET's right to enforce each and every provision.

32. Attachments
Any attachments referenced on the front side of this Purchase Order shall be deemed for all purposes to be an integral part of this Purchase Order. In the event of an irreconcilable conflict between such referenced attachments and the terms stated therein, the terms of such attachments shall control.

33. Government Contract Provisions
If this Purchase Order references a U.S. Government contract or subcontract number, the following clauses of the Federal Acquisition Regulation (FAR) in effect in the prime contract referenced on the front of this Purchase Order are incorporated by reference and will prevail in the event of any inconsistency with the foregoing terms and conditions. Cost Accounting Standards (CAS) requirements are those in effect on the date of subcontract award or final agreement on price, whichever is earlier. It is understood that the term "contracting officer" or "Government" shall mean ONASSET and "contractor" shall mean Seller when applicable. Any reference to a "disputes" clause in any FAR clause incorporated in this Purchase Order is deleted. Any FAR clause, which by its terms is required to be included in a subcontract, is hereby incorporated in this Purchase Order when applicable. Seller shall be entitled to the full benefit of whatever authorization and consent clause is contained in the prime contract referenced on the front of this Purchase Order.