Standard Terms & Conditions of Purchase

The following Standard Terms & Conditions of Purchase (“Terms”) provide you

(“Seller”) with the guidelines and legal stipulations of your purchase order (“Order”)

with Oxford Performance Materials, Inc. (“OPM” or “Purchaser”) for the goods and/or

services that are described on the face of the Order.

1. ACCEPTANCE AND TERMS AND CONDITIONS- Only the terms and conditions

set forth in this document, which is referenced on all Purchaser purchase contracts,

shall be binding upon Purchaser unless otherwise accepted in writing by OPM. Seller

accepts this Order and any amendments by signing the acceptance copy of the Order

and returning it to Purchaser promptly. Even without such written acknowledgment,

Seller's full or partial performance under this Order will constitute acceptance of these

Terms & Conditions. By acceptance of this Order, Seller agrees to be bound by, and

to comply with all these Terms, which include any supplements to it, and all

specifications and other documents referred to in this Order. These Terms apply to

everything listed in this Order and constitute Purchaser's offer to Seller, which

Purchaser may revoke at any time prior to Seller’s acceptance. Terms and conditions

different from or in addition to these Terms, whether contained in any

acknowledgment of this Order, or with delivery of any goods or services under this

Order, or otherwise, will not be binding on Purchaser, whether or not they would

materially alter this Order, and Purchaser hereby rejects them. These Terms may be

modified only by a written document signed by duly authorized representatives of

Purchaser and Seller.

2. DEFAULT- Time is of the essence with respect to this Order. Purchaser may by

written notice of default to Seller (a) terminate all or any part of this Order if Seller

fails to perform, or so fails to make progress satisfactory to Purchaser in its

performance of this Order. As an alternate remedy, and in lieu of termination for

default, Purchaser, at its sole discretion, may elect to extend the delivery schedule

and/or waive other deficiencies in Seller's performance, which extension or waiver

shall not be effective unless delivered to Seller in writing by an authorized

representative of Purchaser, in which case an equitable reduction in the Order price

will be negotiated. If Seller for any reason anticipates difficulty in complying with the

required delivery date, or in meeting any of the other requirements of this Order,

Seller will promptly notify Purchaser in writing or any modern form of communication.

If Seller does not comply with Purchaser's delivery schedule, Purchaser may require

delivery by fastest way and charges resulting from the premium transportation must

be fully prepaid and absorbed by Seller.

3. PRICE- This Order must not be filled at a price higher that shown on the face of the

Order without Purchaser's specific written authorization. Unless otherwise specified in

the Order, the price includes all packaging, transportation costs, insurance, customs

duties and fees, and all applicable taxes, including, but not limited to, all sales, use or

excise taxes. No increase in the price is effective, whether due to increased material,

labor or transportation costs or otherwise, without the prior written consent of

Purchaser.

4. PACKAGING REQUIREMENTS- No additional charges, including without

limitation charges for packaging and transportation, will be allowed or payable by

Purchaser unless such additional charges are set forth in writing and explicitly agreed

to by OPM in advance in writing. All goods must be packaged in the manner specified

by Purchaser and shipped in the manner and by the route and carrier designated by

Purchaser. If Purchaser does not specify the manner in which the goods must be

packaged, Seller shall package the goods so as to avoid any damage in transit and

preceding or subsequent storage. If Purchaser does not specify the manner of

shipment, route, or carrier, Seller shall transport the goods at the lowest possible

transportation rates.

5. INSPECTION & NONCONFORMANCE- All goods and services will be subject to

inspection and test by Purchaser at all times and places, including the period of

manufacture and in any event prior to final acceptance. Goods rejected and goods

supplied in excess of quantities ordered may be returned at Purchaser’s discretion,

for any reason or for no reason, to the Seller at Seller’s expense. Payment, if any,

made for any goods rejected hereunder shall be promptly refunded or credited for the

full value of the part by Seller. Seller will provide and maintain an inspection and

process control system acceptable to Purchaser covering the goods and services

ordered. All documents applicable to any inspection work by Seller will be kept

complete and made available to Purchaser during the performance of this Order and

for eleven (11) years (for paper records) or indefinitely (for electronic records) after

Seller's completion of this Order, provided, however, that any records pertaining to

goods used or involved with aerospace safety must be retained for forty (40) years

after completion of this Order please contact OPM Purchasing Department for

specific OPM customer requirements. Seller must notify OPM of any product

nonconformance and obtain approval of disposition.

6. PURCHASE ORDER CHANGES- At all times OPM will have the right to make

changes to this Order, including changes to drawings, designs, configurations,

specifications, quantities, methods of shipment or packing and delivery schedules or

location of delivery. If any such changes cause an increase or decrease in the cost of

or the time required for the Seller’s performance under this Order, an equitable

adjustment will be made in the contract price or delivery schedule, or both, and this

Order will be modified in writing accordingly.

7. PROCESS CHANGES- Seller must inform OPM in advance in writing of any

changes in manufacturing locations, sub-tier supplier changes, process definition

and/or product and acquire OPM approval in advance in writing therefor.

8. COMPLIANCE WITH LAWS- Seller represents, warrants and covenants that it is,

and during the performance under the Order shall be, in compliance with, and all

goods and/or services supplied hereunder have been, and will be, produced or

provided in compliance with the applicable provisions of all applicable federal, state,

and local laws, regulations, and judicial orders and decisions.

9. WORK ON PURCHASER'S PREMISES- If Seller's work under this Order requires

Seller to be on the premises of Purchaser or at Purchaser’s direction, Seller will take

all necessary precautions to provide safe working conditions for all employees and

customers preventing any injury to persons or damage to property, including following

any rules, procedures or other requirements of Purchaser related to national,

regional, state and location laws.

10. TRANSPORTATION- All the prices are established as F.O.B. Seller and/or Origin

Dock, Freight Prepaid, unless otherwise specifically provided on the front of this

Order or as modified by OPM. Title and risk of loss shall not pass to Purchaser until

delivery of the goods to the location designated on the face of this Order and

acceptance by Purchaser. If Purchaser rightfully rejects the goods, receives a nonconforming

tender, or revokes its acceptance, all risk of loss and title shall be

deemed to have remained solely with Seller. All responsibility for freight damaged

merchandise will be assumed by Seller. No charges for unauthorized transportation

will be allowed. Any unauthorized shipment, which will result in excess transportation

charges, must be fully prepaid by the Seller.

11. ANTICIPATION OF DELIVERY SCHEDULE- Unless otherwise agreed in writing,

Seller will not make material commitments or production arrangements in excess of

the amount or in advance of the time necessary to meet Purchaser's delivery

schedule. Goods shipped to Purchaser five (5) days in advance of schedule may be

returned to Seller at Seller's expense. Seller bears sole responsibility for managing

raw material, work-in-process, and inventory if Purchaser cancels order within any

applicable lead-time communicated in advance to Seller by Purchaser.

12. PUBLICITY- Seller will not use Purchaser's name or logo in publicity, advertising,

or similar activity, except with Purchaser's prior written consent. Seller will not

disclose the existence of this Order, or any of its respective terms.

13. ETHICS- OPM is committed to conducting its business in an ethical and legal

manner. OPM employees are bound to comply with OPM’s ethical conduct policy,

including complying with all laws, disclosing any conflict of interest, and otherwise

acting in a manner that places the OPM’s interests above any personal interest.

14. CERTIFICATE OF CONFORMANCE (COFC)- A certificate of conformance

indicating that parts or materials complies with all applicable purchase order

specifications is required for each shipment. Each COFC must contain, at a minimum,

the applicable purchase order number, part number (or material type), revision level,

quantity, date shipped, heat/lot number for raw material, and name/signature of QA/QC

Manager making such certification. The absence of COFC and/or accurate

specification documentation may result in rejection of parts and materials.

15. SDS- All SDS documents must accompany purchase order (if required) for each

shipment. MSDS documentation must contain as a minimum, chemical product

identification, composition/information of ingredients, hazards identification, first aid

measures, firefighting measures, accidental release measures, handling and storage,

and exposure control, as well as any other information required by applicable law or

regulation.

16. INTELLECTUAL PROPERTY RIGHTS/OWNERSHIP- “Intellectual Property Rights”

means all industrial and other intellectual property rights comprising or relating to: (i)

patents; (ii) trademarks; (iii) internet domain names, web addresses, web pages; (iv)

works of authorship, designs and design registrations, whether or not copyrightable,

including copyrights and copyrightable works, software, data, data files, records and

documentation; (v) trade secrets; and (vi) all other industrial and intellectual property

rights, and all rights, interests and protections that are associated with, equivalent or

similar to any of the forgoing, however arising. Seller acknowledges and agrees that: (i)

except to the extent provided in a separate written agreement betweenSeller and OPM,

OPM (or its licensors) will retain all Intellectual Property Rights used to create,

embodied in, used in, and otherwise relating to the Products; (ii) any and all of OPM’s

Intellectual Property Rights are the sole and exclusive property of OPM and/or its

licensors; and (iii) Seller shall not acquire any ownership interest in any of OPM’s

Intellectual Property Rights under this Agreement. Seller shall not: (i) take any action

that may interfere with any of OPM’s rights in or to OPM’s Intellectual Property Rights,

(ii) challenge any right, title or interest of OPM’s in or to OPM’s Intellectual Property

Rights; (iii) make any claim or take any action adverse to OPM’s ownership of OPM’s

Intellectual Property Rights; or (iv) engage in any action that tends to disparage, dilute

the value of, or reflect negatively on the Products.

17. CONFIDENTIAL INFORMATION- All non-public, confidential or proprietary

information of OPM, including but not limited to specifications, samples, patterns,

designs, plans, drawings, documents, data, business operations, customer lists, pricing,

discounts or rebates, disclosed by OPM to Seller, whether disclosed orally or disclosed

or accessed in written, electronic or other form or media, and whether or not marked,

designated or otherwise identified as "confidential" in connection with this Agreement,

are confidential, solely for the use of performing this Agreement and may not be

disclosed or copied to any third party unless authorized in advance by OPM in writing.

Seller shall only share such information of OPM among Seller personnel on a “need to

know basis”, and only to such Seller personnel that owe a duty of confidentiality to

Seller at least as restrictive as the confidentiality obligations of Seller hereunder. Upon

OPM's request, Seller shall promptly return all documents and other materials received

from OPM. OPM shall be entitled to injunctive relief, without the posting of bond, for

any violation of this Section. This Section does not apply to information that is: (a) in

the public domain; (b) known to Seller at the time of disclosure; or (c) rightfully obtained

by Seller on a non-confidential basis from a third party.

18. SUPPLIER FLOW DOWN OF REQUIREMENTS TO SUB-TIER SUPPLIERS- When

Seller uses external providers (sub-tier suppliers) for this Order, the external

provider must be approved by Purchaser. Seller must also flow down applicable

requirements including end user requirements to external provider.

19. SELLER CERTIFICATION- Seller is responsible to provide OPM with notification of

any changes in its applicable certifications (AS9100, ISO 13485 and/or ISO9001),

registrations and/or accreditations within two (2) business days of receiving notification

of such change (or of a finding, event or circumstance that could reasonably be

expected to lead to such change). Changes in registration include, without limitation,

certification, suspension, or expiration.

20. SPECIFICATIONS- It is the responsibility of Seller to ensure that they and all

delegated subcontractors are working to the latest version of OPM and/or OPM End-

Use specifications referenced within the applicable Purchase Order requirements.

Specifications that are needed may be requested through the OPM purchasing

department. Seller is required to provide (if required) FAI and/or inspections report(s)

detailing conformance to referenced drawings and any other noted requirements as

flowed down to this purchase order.

21. EXPORT COMPLIANCE- OPM produces medical, defense, and commercial

products. All these products and the associated technical data are subject to export

control according to the International Traffic in Arms Regulations (ITAR), 22 CFR 120-

130 and/or the Export Administration Regulations (EAR), 15 CFR 730-774. It is the

Seller’s responsibility to ensure that all persons employed by the Seller are a U.S.

Person as defined by 22CFR120.16 and that no foreign persons employed by Seller

have any access to OPM parts and technical data of any nature.

22. LIMITATION OF LIABILITY- IN NO EVENT SHALL OPM BE LIABLE FOR ANY

CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE

DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING

OUT OF OR RELATING TO ANY BREACH OF THESE TERMS, WHETHER OR NOT

THE POSSIBILITY OF SUCH DAMAGES HAS BEEN DISCLOSED IN ADVANCE BY

SELLER OR COULD HAVE BEEN REASONABLY FORESEEN BY SELLER,

REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR

OTHERWISE) UPON WHICH THE CLAIM IS BASED, AND NOTWITHSTANDING THE

FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

23. FOREIGN OBJECT DEBRIS/DAMAGE PROGRAM (FOD)- Seller will have a

procedure which defines the process for identifying, and eliminating potential damage to

medical and/or aircraft parts caused by foreign object debris, and shall provide such

process to OPM in writing upon request. If Seller cannot meet the above requirements

please contact OPM’s Quality Department immediately prior to starting any process.

24. PRODUCT IDENTIFICATION AND TRACEABILITY- Seller will insure the

identification and traceability of documentation, material, components, equipment, and

operations used in the manufacture, procurement and maintenance of products

produced under such Order. In such case, Seller shall ensure that due to unique

marking and the retention of records it is possible to create a traceable historical path

throughout the complete life cycle. Materials must be identified by legible marking,

labeling or tagging packages or containers.

25. DEFENSE FEDERAL ACQUISITION REGULATION SUPPLEMENT (DFARS)-

Seller is responsible to adhere to all DFARS requirements when materials or products

furnished are for the use in connection with a U.S. Government Department of

Defense prime contract or subcontract.

26. RIGHT OF ENTRY- OPM has the right to enter and be granted reasonable access

to Seller’s facilities to perform audits/reviews of parts, documentation, processes for

evaluating Sellers adherence to OPM’s Terms & Conditions and all Order requirements.

Right of Entry conditions shall be extended to OPM’s customers and Federal regulatory

agencies and be apply to Supplier’s sub-tier subcontractors, consultants and all other

resources.

27. INSOLVENCY- If Seller or sub-tier becomes insolvent or bankrupt or has a

receiving and/or administration order against it, Purchaser may terminate this Order and

have the right by prior notice to enter Seller’s property and remove any item, equipment,

product or materials which are the property of OPM.

28. WARRANTIES- Seller warrants to OPM that for a period of 12 months from the

delivery date, all goods will conform to all applicable specifications contained herein, be

merchantable, be free and clear of all liens, security interests or other encumbrances;

and not infringe or misappropriate any third party's patent or other intellectual property

rights. These warranties survive any delivery, inspection, acceptance or payment of or

for the goods by Purchaser. These warranties are cumulative and in addition to any

other warranty provided by law or equity. Any applicable statute of limitations runs from

the date of Purchaser’s discovery of the noncompliance of the goods with the foregoing

warranties.

29. GENERAL INDEMNIFICATION- Seller shall defend, indemnify and hold harmless

Purchaser and its subsidiaries, affiliates, successors or assigns and their respective

directors, officers, shareholders and employees and OPM's customers (collectively,

"Indemnitees") against any and all loss, injury, death, damage, liability, claim,

deficiency, action, judgment, interest, award, penalty, fine, cost or expense, including

reasonable attorney and professional fees and costs, and the cost of enforcing any right

to indemnification hereunder and the cost of pursuing any insurance providers

(collectively, "Losses") arising out of or occurring in connection with (a) the products

purchased from Seller, (b) Seller's negligence, willful misconduct or breach of the Terms

or (c) damage to any personal property furnished by OPM or any OPM customer in

connection with the products to be purchased from Seller. Seller shall not enter into any

settlement without Purchaser's or Indemnitee's prior written consent.

30. INSURANCE- During the term of the Order and for a period of 12 months

thereafter, Seller shall, at its own expense, maintain and carry insurance in full force

and effect which includes, but is not limited to, commercial general liability (including

product liability) in a sum no less than $2,000,000 with financially sound and reputable

insurers. Upon Purchaser's request, Seller shall provide Purchaser with a certificate of

insurance from Seller's insurer evidencing the insurance coverage specified in this

Order. Seller shall provide Purchaser with 15 days' advance written notice in the event

of a cancellation or material change in Seller's insurance policy. Except where

prohibited by law, Seller shall require its insurer to waive all rights of subrogation

against Purchaser's insurers and Purchaser or the Indemnitees.

31. SET-OFF- Without prejudice to any other right or remedy it may have, Purchaser

reserves the right to set off at any time any amount owing to it by Seller against any

amount payable by Purchaser to Seller.

32. RELATIONSHIP OF THE PARTIES- The relationship between the parties is that of

independent contractors. Nothing contained in the Order shall be construed as creating

any agency, partnership, joint venture or other form of joint enterprise, employment, or

fiduciary relationship between the parties, and neither party shall have authority to

contract for or bind the other party in any manner whatsoever. No relationship of

exclusivity shall be construed from this Order.

33. NO THIRD-PARTY BENEFICIARIES- This Order is for the sole benefit of the

parties hereto and their respective successors and permitted assigns and nothing

herein, express or implied, is intended to or shall confer upon any other person or entity

any legal or equitable right, benefit or remedy of any nature whatsoever under or by

reason of these Terms.

34. GOVERNING LAW- All matters arising out of or relating to this Order shall be

governed by and construed in accordance with the internal laws of the State of

Connecticut without giving effect to any choice or conflict of law provision or rule

(whether of the State of Connecticut or any other jurisdiction) that would cause the

application of the laws of any jurisdiction other than those of the State of Connecticut.

35. SUBMISSION TO JURISDICTION- Any legal suit, action or proceeding arising out

of or relating to this Order shall be instituted in the federal courts of the United States of

America or the courts of the State of Connecticut in each case located in the County of

Hartford, and each party irrevocably submits to the exclusive jurisdiction of such courts

in any such suit, action or proceeding.

36. CUMULATIVE REMEDIES- The rights and remedies under this Order are

cumulative and are in addition to and not in substitution for any other rights and

remedies available at law or in equity or otherwise.

37. NOTICES- All notices, request, consents, claims, demands, waivers and other

communications hereunder (each, a "Notice") shall be in writing and addressed to the

parties at the addresses set forth on the face of this Order or to such other address that

may be designated by the receiving party in writing or via electronic mail to such

electronic mail address as a party may provide to the other which shall, in the case of

OPM, be [info@oxfordpm.com]. All Notices shall be delivered by personal

delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile (with

confirmation of transmission) or certified or registered mail (in each case, return receipt

requested, postage prepaid). Except as otherwise provided in this Order, a Notice is

effective only (a) upon receipt of the receiving party, and (b) if the party giving the

Notice has complied with the requirements of this Section.

38. SEVERABILITY- If any term or provision of this Order is invalid, illegal, or

unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not

affect any other term or provision of this Agreement or invalidate or render

unenforceable such term or provision in any other jurisdiction.