Dogwood Industries, LLC

Purchase Order Standard Terms and Conditions

1.0 Acceptance of Purchase Order. Commencement of performance shall constitute acceptance of this purchase order.

2.0 Extent of Contract and Acceptance. This order is an offer to purchase upon the conditions and terms and at the prices stated herein and may be withdrawn at any time prior to receipt by Purchaser of Seller’s unconditional, written acceptance thereof. Any delivery (complete or partial) of materials, products, merchandise, services or work by Seller pursuant hereto to Purchaser or any of Purchaser’s customers prior to Purchaser’s receipt of Seller’s unconditional written acceptance shall constitute Seller’s acceptance of this order in accordance with all terms and conditions hereof. This contract includes the supply, protection, marking, packing and delivery as specified of the whole of the material or services described in the Purchase Order and detailed on the Specifications and/or Drawings (if any) referred to herein. No conditions or terms stipulated in the quotations, letters or other communications of the Seller shall annul or vary any of these conditions of contract and the instructions contained in the Purchase Order except in so far as expressly consented to by the Purchaser in writing. No changes in quality, quantity or nature of material or work to be performed as specified by the Purchaser shall be made by the Seller unless authorized by a written revision to the Purchase Order issued by the Purchaser.

3.0 Drawings and Technical Data. When necessary the Seller will be requested to submit Drawings and Technical Data for approval and/or record purposes. Unless otherwise stipulated, such information and material may be used and handled by the Purchaser on a non-confidential basis. Drawings or specifications submitted by Purchaser to the Seller are the property of Dogwood Industries any may not be shared, distributed or used in any manner other than in the execution of the Purchase Order.

4.0 Guarantee. Seller warrants free and clear title to all products delivered hereunder and Seller further warrants that products shall conform strictly to the plans, specifications or drawings specified herein, and shall be free from defects in workmanship, material or design (other than Purchaser’s design) for a minimum period of one year after date operational use of the product begins. Seller shall remedy all defects in design, material or workmanship discovered during said period or at Purchaser’s option, shall reimburse Purchaser for its costs of remedying such defects or replacing defective goods or work. Plans, specifications and drawings intended for use in connection with this Purchase Order are deemed to be incorporated herein by reference. The warranties herein are in addition to those otherwise provided or implied by law or customarily given by the Seller.

5.0 Indemnity. Seller agrees to indemnify and save Purchaser harmless from all liability, cost and expense for loss of or damage to property or for injury to or death of persons arising or resulting in any way from the performance of this contract, including but not limited to the property, employees and customers of Purchaser.

6.0 Patent Rights. Seller expressly warrants that the materials, services and work ordered herein do not infringe on any valid patent and in consideration of this Purchase Order, the Seller shall indemnify the Purchaser against any action, demand or expense incurred by reason of any infringement or alleged infringement of patent, trademark or name, copyright or other protected right in respect to any work, material or thing supplied, or arrangement, system or method of using, fixing or working used by the Seller.

7.0 Inspection, Testing and Acceptance. All materials and workmanship will be subject to the Purchaser’s inspection and testing at its discretion during manufacture and before shipment. Access to Seller’s manufacturing facility, and where applicable, to Seller’s subcontractor’s facility, shall be granted to Purchaser’s inspector at any reasonable time and for scheduled tests and inspections. The Seller shall notify the Purchaser’s agent at the start of fabrication and again five (5) days in advance of readiness for any required witness or hold point, providing Purchase Order number, location of Seller’s facility, and material, assembly or work to be inspected or tested. All work shall be prepared for inspection in a manner sufficient to permit complete checking for conformity to the Purchase Order, specifications and drawings as applicable. Copies of the manufacturer’s data reports, material certification and/or applicable code reports in the number and format specified by the Purchase Order shall be made available to Purchaser’s inspector at the time of inspection, or if no inspection is required, at the time of delivery. Inspection and testing shall be carried out by the Purchaser for its own interest and does not relieve the Seller of its responsibility and liability under terms of the contract to furnish satisfactory material. Purchaser may waive inspection and/or testing at the point of manufacture without prejudice to the right to reject the material at the point of delivery. All materials are subject to inspection upon delivery and Purchaser at its option may return to the Seller any material rejected for failure to meet specifications or required quality of workmanship, or Purchaser may perform such work as necessary to render the materials acceptable, and Seller shall reimburse Purchaser for expenses of inspection and return shipment or for making goods acceptable, as well as for all other costs incurred by the Purchaser in connection with the rejected goods. No replacement shall be made without the Purchaser’s prior written approval.

8.0 Subcontractors. No part of this contract shall be assigned or sublet without prior written permission of the Purchaser and in no case will the letting of any subcontract by the Seller relieve the Seller of its liabilities and obligations herein. Unpriced copies of all sub-orders for key equipment specified by the Purchaser shall be supplied to the Purchaser immediately when such sub-orders are placed and the Seller shall notify the Purchaser when materials on such sub-orders are ready for inspection, if required. Any payment by Purchaser of a claim by a subcontractor or assignee shall be subject to deduction for setoff or counterclaim arising out of this or any other Purchaser Order contract between Purchaser and Seller.

9.0 Delivery. Time is of the essence in the performance of this contract and Purchaser reserves the right to cancel this order or any part thereof and reject delivery of material or performance of work if such are not completed when specified. In such case, Purchaser may purchase from a different source and charge the Seller for any loss sustained by reason of such delay or failure, excepting only delay for reasons beyond Seller’s reasonable control.

10.0 Shipment. The risk for any damage, ruin or loss of material until its delivery to the facilities of the Purchaser or other destination specified by the Purchase Order shall be exclusively the responsibility of the Seller. Packing and marking shall comply with all instructions in the Purchaser Order and all packaging shall be of sufficient means and methods to insure the safe and undamaged delivery of the product. All packaging and shipping charges shall be paid by the Seller unless otherwise so stated on the Purchase Order. All returnable packing or handling material debited to the Purchaser’s account must be clearly marked “Returnable for Credit.” Materials delivered in error or excess of the order may be returned to Seller at Seller’s risk and expense. Unless otherwise instructed, Seller shall ship material in such form that freight charges, whether based on cubic measurements or weight, shall be limited to the minimum freight cost appropriate to the consignment. Seller will confer with Purchaser, prior to shipment, in selection of the mode of transportation and routing. A copy of the bill of lading from the carrier shall be provided to the Purchaser. The Seller’s shipping documents must match the Purchaser Order in quantity, unit and item identification or risk rejection at the point of delivery.

11.0 Invoicing and Payment. Date of payment shall be determined from date of signed receipt of goods or receipt of invoice, whichever is later, and shall be in accordance with the terms stated in the Purchase Order. Any indebtedness of Seller to Purchaser may, at Purchaser’s option, be credited against amounts owing by Purchaser against this order. Seller must make available discounts known to Purchaser. Seller’s invoices must match Purchase Order descriptions, quantities and unit pricing or risk being rejected and returned to Seller for correction.

12.0 Seller’s Default. If the Seller neglects to execute this order with due diligence or fails to comply with any reasonable written instructions of the Purchaser or contravenes any of the provisions of the contract, the Purchaser may give seven days written notice to the Seller to cure the failure, neglect or contravention identified, after which time the Purchaser may terminate the Purchase Order and/or complete the order with other resources, charging all costs related to the default to the Seller. If the cost of completing the order exceeds the balance due the Seller, the Seller shall pay such excess cost.

13.0 Termination. The Purchaser may at any time give written notice to the Seller to terminate the contract forthwith and in such event, the Purchaser shall pay and the Seller shall accept, in settlement of all claims under the contract, such sum as shall compensate the Seller for direct costs of labor and material having been incurred in the performance of the contract prior to its termination. The value of any material paid for in advance by the Purchaser but remaining in the control and custody of the Seller shall be taken into account in calculating said sum.

14.0 Non Discrimination in Employment. Seller shall comply with all applicable federal and state laws, executive orders and regulations concerning non-discrimination in employment.

15.0 Law of Contract. This contract and the relationship of the parties hereto shall be governed by and interpreted in accordance with the laws of the State of Washington, USA. Venue shall, at the Purchaser’s option, be King County, State of Washington.