1. ACCEPTANCE: A purchase order becomes valid subject to the terms and conditions set forth herein, when accepted by the seller. No change in modification or of revision of this order shall be valid unless agreed to in writing A.M. Leonard. Any terms and conditions contained in Seller's acknowledgement of order (whether or not such different or additional terms and conditions materially after a purchase order) shall not be a part of the sales contract. 2. PATENT IDENTIFICATION: Seller shall defend, protect and hold harmless A.M. Leonard Inc., its successors, assigns customers, and users of its products, against all suits at law or in equity, and from all damages, claims and demands for actual alleged infringement of any United States or foreign patent by reason of the use or sale of the material ordered. In the event that either the sale or use of such goods is enjoined, Seller shall at its own expense; either procure for A.M. Leonard the right to continue using such goods or modify such goods so they become non-infringing, or remove same and refund the purchase price, including transportation, installation, removal and other changes incidental hereto. In making the purchase, A.M. Leonard does not recognize the validity of any patent. 3. DELIVERY: Deliveries of this order are to be made both in the quantities and at the time specified herein. In the event Vendor has delivery problems, Vendor agrees to notify Distributor immediately. If Seller's deliveries are not in the quantities or at the time specified therein, A.M. Leonard, without limiting its other rights and remedies, may direct expedited routing and any excess costs incurred thereby shall be debited to Seller's account. A.M. Leonard reserves the right to cancel all or any portion of the order if shipment is not made as specified. No charges will be allowed for packing, crating, drayage or storage without A.M. Leonard's written permission. Goods delivered in excess of amount called for in the order may be refused and returned at the Seller's expense. 4. SPECIFIED CARRIERS: All FOB Shipping Point deliveries are to be made only by A.M. Leonard's specified carriers. In the event that delivery is made by other than A.M. Leonard specified carrier, Seller will be debited 50% of actual freight or invoiced delivery charge, whichever is higher. 5. QUALITY: Material is subject to A.M. Leonard's inspection and approval at a reasonable time after delivery if specifications are not met, material may be returned at Seller's expense. 6. PAYMENT TERMS: Calculated from the date an acceptance invoice is received by A.M. Leonard, Inc. 7. CANCELLATION: A.M. Leonard reserves the right to cancel this order without liability to A.M. Leonard. 8. TERMINATION: A.M. Leonard may terminate work under this order in whole or in part. 9. COMPLIANCE WITH LAWS: Seller warrants that in the performance of this order, it has complied with or will comply with poall applicable Federal, State, or Local Laws, rules, regulations, or ordinances. By acceptance of this order, Seller represents that the prices to be charged for goods or services hereby will not violate any governmental laws or regulations. 10. A.M. LEONARD'S PROPERTY: If material is furnished by A.M. Leonard in connection with this order on other than a charge basis, Seller shall be solely responsible for all such material. 11. COUNTRY OF ORIGIN: A.M. Leonard, INC. supports BUY AMERICAN programs whenever possible. We must know country of origin on all products we carry. 12. VENUE: Any controversy of claim shall be settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association or by litigation. In any event, arbitration, and/or litigation shall be conducted under the laws of the State of Ohio, city of Piqua, in Miami County.