TERMS AND CONDITIONS OF PURCHASE INCORPORATED IN ALL PURCHASE ORDERS
The materials, supplies, or services covered by this order shall be furnished subject to the following terms and conditions, which Seller, in accepting this order, agrees to be bound by and to comply with in all particulars and no other terms or conditions shall be binding upon the acceptance of all or any portion of the materials or supplies or the performance of all or any portion of the services covered by this order shall constitute unqualified acceptance of all its terms and conditions.

I. INSPECTION. The materials, supplies, or services furnished shall be exactly as specified in this order, free from all defects in Seller’s design, workmanship, and materials and subject to inspection and test by the Student Center at all times and places. Is any materials, supplies or services are found to be defective or not as specified, the Student Center may reject tem, require Seller to correct them without charge or require delivery of such materials, supplies or services at a reduction in price which is equitable under the circumstances. If Seller is unable or refuses to correct such items within a time deemed reasonable by the Student Center, the Student Center may terminate the order in while or in part. Seller shall bear all risks as to rejected material, supplies and services and shall reimburse the Student Center for all costs to the Student Center for unaccepted materials, supplies and services. Notwithstanding final acceptance and payment, Seller shall be liable for latent defects, fraud, or such gross mistakes as to amount to fraud.

II. CHANGES. The Student Center may make changes in quantities, drawings, specifications, time for performance, place of delivery, method of shipment or packing of the order by giving notice to Seller and subsequently confirming such changes in writing. If such changes affect the cost of, of the time required for performance of this order, an equitable adjustment in the price or delivery or both shall be made. No change by Seller shall be recognized without written approval of the Student Center. Any claim of Seller for an adjustment under Article II must be made in writing thirty (30) days from the date of receipt by Seller of notification of such change unless the Student Center waives this condition. Nothing in this Article II shall excuse Seller from proceeding with performance of the order as changed hereunder.

III. TERMINATION
(A) The Student Center may, by written notice stating the extent and effective date, terminate this order for convenience on whole or in part, at any time. The Student Center shall pay Seller as full compensation for performance until such termination: (1) the unit or pro rata order price for the delivered and accepted portion; and (2) a reasonable amount not otherwise recoverable from other sources by Seller as approved by the Student Center with respect to the undelivered or unaccepted portion of this order; provided compensation hereunder shall in no event exceed the total order price.

(B) The Student Center may by written notice terminate this order for Seller’s default, in whole or in part at any time, if Seller refuses or fails to comply with the provisions of this order, or so fails to make progress as to endanger performance and does not cure such failure within a reasonable periods of time, or fails to make deliveries of the materials or supplies or perform the services within the time specified or any written extension thereof. In such event, the Student Center may purchase or otherwise secure materials, supplies or services and, except as otherwise provided herein, Seller shall be liable to the Student Center for any excess costs occasions the Student Center thereby. If, after notice of termination for default, the Student Center determines the failure to perform this order due to causes beyond the control and without the fault of negligence of Seller (including but not restricted to, acts of God or of the public enemy, acts of the Student Center, acts of Government, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, unusually severe weather, and delays of a subcontractor or supplier due to such causes and without the fault or negligence of the subcontractor of supplier) termination shall be deemed for the convenience of the Student Center unless the Student Center shall determine that the materials, supplies or services by this order were obtainable from other sources in sufficient time to meet the required delivery schedule.

(C) Is Seller is delayed in the work in the opinion of the Student Center due to causes beyond the control and without the fault of negligence of the Seller, the Student Center may extend the time for completion of the work called for by this order, when promptly applied for in writing by Seller, and is such delay is due to failure of the Student Center to perform shall, however, be limited to any money actually and necessarily expended in the work during the period of the delay, solely by reason of the delay. No allowance will be made for anticipated profits, overhead or indirect costs. The rights and remedies of the Student Center provided in this Article II shall not be exclusive and are in addition to any other rights and remedies provided by law or under this order.

IV. TITLE. Title to the materials and supplies purchased hereunder shall pass directly from Seller to the Student Center at the F.O.B. point shown, subject to the right of the Student Center to reject upon inspection.

V. PAYMENT, EXTRA CHARGES, DRAFTS. Seller shall be paid, upon submission of acceptable invoices, for materials and supplies delivered and accepted or services rendered and accepted. The Student Center will not pay cartage, shipping, packaging, or boxing expenses, unless specified in this order. Drafts will not be honored. Invoices must be accompanied by transportation receipt, or facsimile, if transportation is payable and charged as a separate item.

VI. TAXES. Articles sold to the Student Center are exempt from certain Federal excise taxes. The Student Center will furnish an exemption certificate upon request. The Student Center will reimburse Seller for, or pay directly, all California State and locale sales and use taxes applicable to the purchase or use of the items by the Student Center. Unless specified, the prices on this order do not include California State and local sales and use taxes.

VII. SELLER’S LIABILITY. Seller assumes the entire responsibility and liability for losses, expenses, damages, demands and claims in connection with or arising out of any personal injury or alleged personal injury (including death) and /or damage or destruction or alleged damage or destruction to property sustained or alleged to have been sustained in connection with or to have arisen out of the performance of the work by Seller, its agents, employees, subcontractors, and consultant, save and except liability as may result from or be in connection with the willful or negligent act or omission of the Student Center. Seller shall indemnify a hold harmless the Student Center, its officers, agents, and employees form any and all liability for such losses, expenses, damages, demands, and claims and shall defend any suit or action brought against any or al of them based on any alleged personal injury or damage and shall pay any damage costs and expenses including attorney’s fees, in connection with or resulting from such suit or action.

IX. PATENT INDEMNITY. Seller agrees to indemnify the Student Center, its officers, agents, servants, and employees against liability of any kind (including costs and expenses incurred) for the use of any invention or discovery and for the infringement of any Letters Patent (not including liability arising pursuant to Section 183 U.S. Code Title 35(`952) prior to issuance of letter Patent) occurring in the performance of this order or arising by reason of the use or disposal by or for the account of the Student Center of items manufactured or supplied under this order.

X. ASSIGNMENT. This order or any payment due there under is not assignable by Seller without prior written approval of the Student Center.