FORM 12.2.

03 PURCHASE ORDER (SHORT FORM)

The word Purchaser as used herein shall refer to the individual, partnership, corporation or
other entity identified as the issuer of this purchase order (Purchase Order) on the face hereof.
As used herein, Seller means __________________ or the individual, partnership, corporation
or other entity to which this Purchase Order issues.
All specifications, drawing, notes, instructions, notices and technical data referred to in this Purchase Order are incorporated herein by reference and all references in this Purchase Order to
pro-vided for herein, set forth herein and the like shall be deemed to include such additional
documents and data.
a. This Purchase Order may be accepted only in accordance with the terms and conditions set
forth herein. No condition stated by Purchaser in accepting or acknowledging the Purchase Order
shall be binding upon Seller if in conflict with, inconsistent with, or in addition to, the terms and
conditions of this Purchase Order and all such conflicting inconsistent and additional terms and
conditions are hereby expressly rejected. This Purchase Order becomes a binding contract when
accepted by Seller, such acceptance to be evidenced by Sellers acknowledgment or by Sellers
commencement of performance hereunder. Shipment of any part of the goods or the furnishing
of any part of the services provided for herein shall constitute acceptance of this Purchase Or-der
upon the terms herein, and any such acceptance is expressly limited to the terms and conditions
of this Purchase Order.
b.If this Purchase Order is transmitted by telecopier or by other means of electronic transmission,
such transmission shall have the legal significance of a duly executed original delivered to the
Seller, but only if the Transmit Terminal Identification on the Data Sheet includes the notation
__________________ and the date of transmission from __________________ is the same as
the date of order shown on the Purchase Or-der.
Except as expressly set forth in this Purchase Order and to the maximum extent permitted by
applicable law, Seller expressly disclaims all other warranties, conditions or representations,
express or implied, statutory or otherwise, regarding the goods or other services provided by
Seller hereunder, including any implied warranties or conditions of merchantability, satisfactory
or merchantable quality and fitness for a particular purpose, or those arising from a course of
dealing or usage of trade.
The prices and terms, including any discount terms, are as stated in the Purchase Order. If no
terms are specified, the net amount shall be payable within thirty (30) days after the later of (i)
the date material is received by the Purchaser or the services are completed and (ii) the date of
receipt by Purchaser of an invoice. The terms herein or the terms of the invoice, whichever are
more beneficial to Seller, shall apply. On invoices returned for correction, the net amount will be
payable within ten (10) days of receipt by the Purchaser of the corrected invoice. Invoices not
paid by the due date will have a 1.5 % per month late payment charge assessed against any
unpaid balance from the due date of the invoice until the date of payment. Seller reserves the

right to disallow any pricing discounts or hold any shipment during any period when outstanding
invoices become or remain past due.
Seller may at any time, or from time to time, change or substitute materials. Such changes will be
valid if they are of reasonably similar quality to the substituted goods. Purchaser may by written
notice, request changes in drawings, specifications, descriptions, shipping instructions, quantities
and/or delivery schedules. Acceptance of any such change must be in writing by the Seller. If
such acceptance results in an increase or decrease of the cost of, or time required for,
performance of this Purchase Order, an equitable adjustment will be made by Seller and
evidenced by a written amendment to this Purchase Order.
Seller shall make reasonable efforts to deliver Products in the quantity and at the time specified
by the Purchaser in this Purchase Order. Seller may, from time to time, make changes in
scheduled deliveries or may direct the temporary suspension thereof. These changes shall not
constitute material changes to this Purchase Order.
a. Time is of the essence in this Purchase Order. Seller may by written notice of de-fault to
Purchaser (a) terminate the whole or any part of this Purchase Order if Purchas-er fails to
perform any provision within the time specified herein or any extension thereof; and does not
cure such failure within a period of ten (10) days or such longer period as Seller may authorize in
writing, after receipt of notice from Seller specifying such failure. As an alternate remedy, and in
lieu of termination for default, Seller, at its sole discretion, may elect (1) to extend the time for
payment by Purchaser; or (2) to waive other deficiencies in Purchasers performance, in which
case an equitable increase in the Purchase Order price shall be negotiated.
b. The rights and remedies of the Seller provided in this paragraph 8 shall not be exclusive and
are in addition to any other rights and remedies provided by law or under this Purchase Order.
This Purchase Order together with all written instructions issued hereunder, contains the
complete and final agreement between Purchaser and Seller, and no agreement or other
understanding in any way purporting to modify the terms and conditions hereof shall be binding
upon Seller unless agreed to by Seller in writing on or subsequent to the date of this Purchase
Order.
a. Transportation - Seller shall use commercially reasonable efforts to route shipments in
accordance with Purchasers written instructions. Any transportation charges paid by Seller with
respect to which Seller is entitled to reimbursement shall be added to Sellers invoice as a
separate item and the receipted freight bill shall be attached thereto.
b. Risk of loss - Unless the Purchase Order expressly states otherwise, all goods shall be shipped
FOB Sellers shipping point. Purchaser is responsible for, and assumes all risk of loss or damage
to, goods pursuant to this Purchase Order, from any cause, upon and after delivery by Seller to a
carrier at Sellers shipping point.

a. Acceptance or rejection of goods, under this Purchase Order shall be made promptly after
delivery, except as otherwise provided in this Purchase Order. Failure to reject items within ten
(10) days shall constitute acceptance of said goods.
b. Payment shall constitute acceptance of goods under this Purchase Order.
Prices for goods specified herein are exclusive of all city, state and federal taxes, including,
without limitation, taxes on manufacture, sales, receipts, gross income, occupation, use and
similar taxes. Purchaser agrees to pay such taxes directly or to reimburse Seller for all such
taxes, whether imposed on Purchaser, required to be collected by Seller, or imposed on goods or
on Seller in connection with this Purchase Order. Wherever applicable, such tax or taxes shall be
added to the in-voice as a separate charge or invoiced separately.
The waiver of a breach or default under this Purchase Order shall not be interpreted to constitute
waiver of any subsequent breach or default, and shall not act to amend or negate the rights of the
parties hereto.
This Purchaser and Seller are independent contractors of one another. Nothing herein shall be
deemed to create any relationship of agency, partnership or joint venture between the Purchaser
and Seller.
The Purchaser shall not assign, or otherwise transfer, directly or indirectly, its rights under this
Purchase Order, by operation of law or otherwise, including in the case of merger, acquisition of
greater than fifty percent (50%) interest in the Purchaser by any other person or the sale of the
Purchasers assets, without the prior written consent of the Seller, and any such attempted
assignment or transfer shall be void and of nor force or effect and shall result in the immediate
and automatic termination of this Purchase Order. Subject to the foregoing, this Purchase Order
shall be binding upon and shall inure to the benefit of the parties hereto, and their successors and
assigns. Seller may assign all its rights and obligations under this Purchase Order. Seller may
assign monies due and those to become due under this Purchase Order.
This Purchase Order shall be construed, interpreted and enforced in accordance with the laws of
the State of __________________.
The Purchaser shall defend, indemnify and hold harmless the Seller against claims of tangible
damage or injury to property or persons, or any other claims whatsoever, to the extent caused by
the breach of Purchaser of any of its covenants, representations and warranties under this
Purchase Or-der or by the negligence or willful conduct of the Purchaser or its agents. The
Purchaser shall de-fend, indemnify and hold harmless the Seller against any claims, losses,
damages, and liability incurred by Seller and arising from claims of infringement of any patent,
copyright, trade secret or other intellectual property of any third party arising from Purchasers
use of the goods in breach of this Agreement and not otherwise expressly authorized by Seller in

writing. The Purchaser agrees to indemnify, defend and hold harmless the Seller from any and all
claims, regardless of by whom such claim or claims may be asserted, for personal injury or
property damage or otherwise that may result directly or indirectly from the use, possession or
ownership of the goods or from the services provided by Seller pursuant to this Purchase Order.
Except as expressly provided for in this Purchase Order, Sellers liability to the Purchaser or any
other third party, for a claim of any kind arising as a result of, or related to the goods or services
provided hereunder, whether in contract, in tort (including negligence or strict liability), under
any warranty, or otherwise, shall be limited to monetary damages and the aggregate amount
thereof for all claims shall in no event exceed an amount equal to the amount paid or payable by
the Purchaser to the Seller under this Purchase Order. Under no circumstances shall Seller by
liable to the Purchaser or any third party for indirect, special or consequential damages
(including lost profits), even if Seller has been advised of the possibility of such damages, or for
warranties granted by the Purchaser to any third party. The Purchaser acknowledges and agrees
that these limitations shall apply notwithstanding any failure of essential purpose of any limited
remedy. No action, regardless of form, arising under this Purchase Order may be brought by the
Purchaser more than one year after the occurrence of the events which gave rise to the cause of
action.
No proprietary data, which includes design and engineering data, know-how and information,
whether patentable or not, technical information, prints, samples and any other information disclosed to the Purchaser by the Seller in connection with this Purchase Order - including the
purchase documents, or Sellers intent to sell - will be disclosed by Purchaser in any way, shape
or manner to any person, firm or organization.
Seller reserves the right, at its option, either to suspend shipments or materials covered by this
Purchase Order or to cancel this Purchase Order, in whole or in part, at any time where such
suspension or cancellation is caused by, or reasonably results from United States Government
orders or requirements, embargos, acts, regulations, directives of any civil or military authorities,
acts of the public enemy, inability to secure transportation facilities, strikes, differences with
workmen, accidents at Sellers work or other contingencies, whether similar or dissimilar, to the
foregoing enumerates, beyond the Sellers reasonable control.
If the parties are unable to resolve a dispute arising out of this Purchase Order, the parties shall
submit to binding arbitration of the dispute. Arbitration proceedings shall take place in
__________________ and be conducted by JAMS/ENDISPUTE, or its successor, and in
accordance with the AAA rules. The arbitration panel shall consist of three members. Each party
and JAMS/ENDISPUTE shall appoint one (1) member of the arbitration panel members. The
arbitration hearing shall last no longer than (1) day, and the panels decision shall be final and
shall bind the parties. The time period for the entire arbitration proceeding from the date notice is
given to the date of final determination shall not exceed 60 days. The cost of arbitration shall be
borne by either or both parties, as the arbitration panel may determine. A party shall enforce the
arbitration panels award by a judgment obtained in a state or federal court having jurisdiction. A
party may enforce a judgment, thus obtaining preliminary injunctive relief from a court of law in
any jurisdiction, pending the outcome of an arbitration proceeding. The arbitrators shall not,
however, in the case of a dispute between the parties not involving a third party claim, be
empowered to award damages in excess of compensatory damages.