REAL-TIME LABORATORIES, INC



REAL-TIME LABORATORIES, LLC

TERMS AND CONDITIONS OF PURCHASE

GENERAL PROVISIONS

(RTL FORM #98, REV 08/31/2001)

1. Definitions: The terms “Seller” as used herein also includes subcontractor, independent contractors and all other classes of persons performing any type of work under this purchase order.

2. General Conditions and Applicable Law: By acceptance of this purchase order and/or performance hereunder, Seller agrees to comply fully with the terms and conditions hereof. Acceptance of this purchase order is expressly limited to the terms and conditions of this order and none of Seller’s terms and conditions shall apply in acknowledging this order or in acceptance of this order. Acceptance by Real-Time Laboratories, Incorporated, hereinafter called “Buyer” of the goods, services or work delivered under this purchase order shall not constitute acceptance of Seller’s terms and conditions. Seller may not ship under reservation. This purchase order shall be governed by and construed according to the Laws of the State of Florida.

3. Changes: Buyer may change from time to time any of the drawings, specifications, or instructions for work covered by this purchase order and seller shall comply with such change notices. If such changes result in a decrease or increase in Seller’s cost or in the time for performance, an adjustment in the price and time for performance will be made by the parties in writing, provided however that Seller shall notify Buyer of the request for such adjustments within thirty days after receipt of the change notice.

4. Assignments: This order and any payments to be made hereunder shall not be assigned or transferred without prior written approval by Buyer. Similarly Seller shall not subcontract any substantial portion of the work to be performed by it under this order without the prior written consent of Buyer.

5. Legal Compliance: Seller at all times will comply with all applicable federal, state, municipal and local laws, orders and regulations, including but not limited to those affecting prices, production, purchases, sale and use of materials.

6. Price Adjustment: Buyer will not accept shipment at any increase in price above that indicated on this order. Any general price decrease announced by Seller in classification or equipment and/or materials similar to the items described on this order shall automatically reduce the price thereof by a comparable percentage.

7. Inspection and Warranty:

(A) INSPECTION

(1) Notwithstanding: (i) any prior inspections or test (ii) the passage of Title, (iii) any prior payments, or (iv) use, all supplies are subject to final inspection and acceptance or rejection at destination stated herein.

(2) The supplies shall conform to all requirements of this purchase order including specifications drawings, samples or other referenced descriptions, and shall be of good material and workmanship (including design if this purchase order calls for design) and free from defects.

(B) WARRANTY

1) Seller warrants that all supplies shall conform to the requirements of Article 7 (A) (2).

2) This warrant shall expire at the end of one (1) year after delivery.

3) At all reasonable times, including the period of manufacture Buyer may inspect and test the supplies and inspect the plants, including those of Seller’s subcontractors where the work is actually performed. Seller shall provide without additional charge reasonable facilities and assistance for safe and convenient inspection or test.

4) The running of the Warranty period shall be suspended from the date that Seller has been notified to repair or replace non-conforming supplies.

(C) REMEDIES

In the event of delivery of non-conforming supplies or of a breach of warranty, Buyer may do any or all of the following:

(1) Pursuant to (A) Inspection, reject or, pursuant to (B) Warranties, return such supplies, Seller shall, as to returned supplies, at its own expense, promptly, at Buyers election replace or correct such supplies. Upon rejection or failure to promptly correct or replace, buyer may effect cover by purchase or manufacture of similar supplies. In the event of rejection or return, shipping, packing and handling shall be at Seller’s expense.

(2) Require repayment or effect a set off against any amounts owed to Seller of any amount paid for returned supplies pending redelivery.

(3) Accept or retain non-conforming supplies and at its election, equitably reduce their price to repair such supplies at Seller’s expense. Acceptance of redelivered supplies previously rejected or returned shall be effective only if such redelivery is accompanied by a written notice of the prior rejection to return.

8. Packing and Shipping: Seller agrees to crate, box or otherwise suitably pack for shipment so as to meet carrier’s requirements and all containers will be marked so as to identify the contents without opening. Packing sheets must be placed both inside and outside of each package, unless otherwise provided, prices set forth herein shall include all packing and carriage cost to F.O.B. point. All packing sheets, bill lading and other pertinent documents must contain Buyer’s Purchase Order number. Goods delivered in excess of amount called for in this Order may be refused and returned at Seller’s expense.

9. Material: Any material furnished by the Buyer on other than a charge basis in connection with this order shall be deemed to be held by the Seller upon consignment. All such material shall be returned to the Buyer at Buyer’s expense and – if not returned or otherwise satisfactorily accounted for, shall be paid for by the Seller.

10. Termination:

a) The termination article set forth in Section B-706 of the DDA Regulations as effective on the date of this Order is incorporated herein by reference and made a part hereof.

b) The provisions of this condition shall limit or affect the right of the Purchaser to terminate this Order for the default of the Vendor.

c) Vendor agrees that whenever practicable, it will include a similar condition in all of its commitments made hereunder.

11. Cancellation: Buyer reserves the right to cancel all or any part of the undelivered portion of this order if Seller does not make deliveries as provided in this order or if Seller breaches any of the terms hereof, including the warranties of Seller. Buyer shall also have the right to terminate this order or any part thereof in the event of the happening of any of the following: insolvency of Seller, filing of a voluntary petition in bankruptcy, filing of an involuntary petition to have Seller declared bankrupt, provided it is not vacated within thirty (30) days from the date of filing; the appointment of a receiver or a trustee for Seller, provided such appointment is not vacated within thirty (30) days from the date of such appointment; the execution by Seller of any assignment for the benefit of creditors.

The remedies provided in this section shall be cumulative and additional to any other or further remedies provided in law or equity.

12. Patent Indemnity:

(A) Unless this purchase order is for supplies manufactured according to a detailed design furnished by Buyer, Seller shall at its own expense defend Buyers and its customers from any claim or patent infringement by reason of the manufacture, use or sale of the supplies, and pay expense incurred relating to such a claim and any judgment rendered against buyer or its customers, provided that timely notice of such claim be given Seller.

(B) Purchase of any materials on or the authorization to manufacture represented by this purchase order, is not a waiver of any patent rights of Buyers as to material or services furnished by the supplier to others.

13. Drawings and Date: All drawings, date, designs, engineering instructions, models, specifications, or other technical information, written, oral or otherwise supplied by or in behalf of buyer or prepared by Seller specifically in connection with performance of this order (thereinafter designated “information”) shall be and remain the property of Buyer. Seller shall not use or disclose such information except in the performance of orders for Buyer and upon Buyer’s request such information and all copies thereof shall be returned to Buyer. Notwithstanding any other provision of this clause, such information may be used by Seller in the manufacture of items for direct sale to the U.S. Government to the extent the U.S. Government has the right to authorize such use and disclose to Seller that it has such right; provided that such use will not interfere with Seller’s performance of this order or any other order with Buyer and provided further that Seller shall (i) give Buyer written notice of each such proposed use at least ten (10 days prior to acceptance of a contract for such items from the U.S. Government, (ii) to the extent practical, prominently identify each item as being manufactured by Seller in the performance of contracts for the U.S. Government, (iii) advise Buyer of the method of identification used, (iv) make no claim against Buyer which arises out of use by Seller of such information, and (v) indemnify Buyer and hold Buyer harmless from and against any claims or liabilities resulting from performance of contracts for the U.S. Government. Where such information is furnished to Seller’s supplies for procurement of supplies by Seller for use in the performance of Buyer’s orders, Seller shall insert the substance of this provision on its orders. Nothing herein shall be construed as restricting the Government’s use of Government-owned information.

14. Liability for Patent Infringement: The liability of the parties hereto for infringement shall be determined solely by the provisions of article 12.

15. Indemnity By Sellers Entering Buyer Premises: If Seller enters the premises of Buyer or its customer, Seller shall indemnify and hold harmless Buyer, its officer, agents and employees from any loss or liability by reason of property damage and personal injury or death arising out of Seller’s presence thereon. Seller shall maintain adequate Workmen’s Compensation, Public liability, property damage and automobile liability insurance and will, upon request, provide a certificate of insurance.

16. Disputes: Except as otherwise provided in this purchase order, the Seller may litigate any dispute arising hereunder in a court of competent jurisdiction. Pending settlement by agreement or a final judgment, Seller shall proceed diligently with the performance of the purchase order in accordance with the decision and instructions of Buyer.

17. Special Tooling:

1) Any tooling paid for by Buyer becomes the property of Buyer, and shall be properly identified as such and retained by the Seller until said tooling is requested to be returned. The said tooling to be properly maintained by the Seller at no additional cost to Buyer.

2) Any tooling paid for by the Buyer shall be for use on Buyer’s Work only and any deviation for its use shall require written consent from Buyer’s purchasing department.

18. Equal Opportunity: The Seller will comply with all the provisions of Executive Order No. 11246 of September 24, 1965, or by rule, or order of the Secretary of Labor, or as otherwise provided by law.

19. Notice of Labor Disputes: (A) Whenever any actual or potential labor dispute delays or threatens to delay the timely performance of their order, Seller shall immediately give notice to Buyer and if the order relates to a Military contract, Seller will also give notice to the nearest Military representative. (B) Seller agrees to insert the substance of this clause, including this section (B), in any lower tier to subcontract hereunder as to which a labor dispute may delay the timely performance of this order except that each such lower tier subcontract shall provide that in the event its timely performance is delayed or threatened by delay by an actual or potential labor dispute, the lower tier subcontractor shall immediately notify its next higher tier contractor of all relevant information with respect to such disputes. See DAR 7-104.4 for reference.

20. Waiver: The failure of Buyer in any one or more incident to insist upon performance of any provision of this contract or to exercise any rights or privilege in this contract shall not be construed as thereafter waiving any such provisions, right or privileges and the same shall continue and remain in force and effect as if no waiver had occurred. No waiver of or exception to any of the terms, conditions, or provisions contained in this Order shall be valid unless specifically agreed to in writing.

21. Inspection Records: All articles, materials and workmanship will be subject to inspection and tests by RTL or the government during manufacture and at all times and places to the extent practicable. Seller shall provide and shall require all of Seller’s subcontractors to provide an inspection acceptable to the inspector. If an inspection or test is made by RTL or the government on the premises of Seller, seller shall provide all reasonable facilities and assistance for the safety and convenience of the inspectors in the performance of their duties.

In the event this order is in excess of $10,000, the duly authorized representatives of the Controller General of the United States shall, until three years after final payment under this order or until such further time as may be designated in the applicable government regulation, have access to and the right to examine any pertinent books, papers, documents and records of Seller involving transactions related to this order.

Seller agrees to include in each subcontract Seller might make hereunder appropriate provisions to the same effect.

22. Applicable Government Regulations:

(A) The Federal Acquisition Regulations referenced in RTL Form No. 96 are inserted to enable RTL to meet requirements of its contract with the DOD Federal Government. These Government Contract Provisions 22 and 23 shall not be construed as waiving any of RTL’s or the Government’s rights provided for elsewhere in this order, but are additional rights.

(B) Seller shall abide by the clauses of FAR’s set out in RTL Form No. 96, which clauses are incorporated by reference. Where necessary to make the clauses in this paragraph 22B applicable to this purchase order, the terms “Contracting Officer” shall mean “RTL’s” and the term “contractor” shall mean “Seller”. Any reference to a “Disputes” Clause in these FAR clauses is deleted. Criteria for applicability such as purchase order monetary amount, shall be as stated in the FAR’s.

(C) Seller shall be entitled to the full benefits of whatever authorization and consent is contained in RTL’s contract with its customer in accordance with such clause.

(D) See Attachment for Government Contracts RTL Form No. 96 for list of binding FAR Regulations.

23. FOR ADDITIONAL TERMS AND CONDITIONS SEE OUT WEBSITE real-.

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