JACOBS CORPORATION ORDER TERMS AND CONDITIONS


Buyer OBJECTS in advance to the inclusion of additional or different terms proposed by Seller in his acceptance or acknowledgement of this order. The inclusion of such terms by the Seller will be of no significance, such terms will not be conditions or additional terms to this order, and Buyer's acceptance of Seller's goods shall not be deemed as acceptance of such terms. Unless otherwise stated on the face of this order, the following terms and conditions shall apply.

1. Prices and Taxes

Prices listed on quotation and order forms are subject to change without notice. Jacobs Corporation reserves the right to change the prices set forth on the face of this form to reflect Jacobs Corporation's prevailing prices at the time of shipments. All sales are FOB Jacobs Corp. producing factory. All taxes, excises, customs duties, fees and other charges imposed by any governmental authority upon the manufacture, sale, transportation, export or import of the goods sold hereunder shall be paid by Buyer, or if required to be paid by Jacobs Corp, shall be reimbursed to Jacobs Corp by Buyer, and any increases after acceptance of order will be added to Jacobs Corp prices. Buyer will pay for any and all additional expenses incurred by Jacobs Corp as a result of Buyer's changing specifications or requirements after the date the order is acknowledged by Jacobs Corp.

2. Delivery and Performance

Delivery dates are approximate. Jacobs Corp shall not be liable for delay or failure in delivery for manufacture caused by acts of God, fire or other casualties, accident, labor trouble or shortage, supplier shortage, governmental action or regulations, inability to obtain or delay in obtaining material, equipment or transportation, or any other causes beyond its control. In the event of delay or failure in production, Jacobs Corp will notify Buyer, Buyer may, but shall not be required to, exercise the cancellation by buyer clause.

3. Cancellation by Buyer

No orders can be cancelled by Buyer except with Jacobs Corp written permission. If seller consents to cancellation then Buyer (A) Shall pay fees that will be at a minimum amount of 40% of the orders value at current market prices as denoted in pricing and delivery terms. Should the parts be deemed in process the Buyer will pay for any and all additional expense incurred by Jacobs Corp to be determined as % of completed manufacturing time.

4. Cancellation or Suspension by Seller

If, in the exclusive judgment of Jacobs Corp, the financial condition of Buyer at any time does not justify the commencement or continuance or production or shipment on the terms specified herein, Jacobs Corp, in addition to all other remedies it may have, may make written demand for full or partial payment in advance, may suspend its performance until such payment is made, and if such payment is not received by Jacobs Corp within ten days after delivery in person or by mailing of said demand, may terminate its further performance on this contract and may treat the contract as having ben repudiated by Buyer. Jacobs Corp reserves the right to cancel Buyer's order in the event that (a) any government price regulation, schedule or ceiling prescribes a price lower than Jacobs Corp's price as established in the order acknowledgment, or in any way prevents Jacobs Corp from purchasing or otherwise acquiring any commodity or service necessary to the performance of the order, or in any way prevents Jacobs Corp from adjusting its prices when the cost of any such commodity or service is increased and, (b) in the event any major change in economic conditions renders Jacobs Corp's performance unprofitable.

5. Terms and Modifications

The terms and conditions of this form constitute the final, complete and exclusive statement of all terms of agreements between Seller and Buyer. No representation of any kind will be binding on the Seller unless they are set forth herein. No subsequent agreement or understanding in any way altering these terms and conditions shall be binding upon Seller unless made in writing and signed by an authorized officer of Seller.

6. Governing Law

The validity, construction and interpretation of all documents relating to this sale, and the rights and duties of the party thereto shall be governed by the laws of the State of Iowa.

7. Risk of Loss

Seller assumes the following risks: (a) all risks of loss or damage to all goods, work in process, materials and other things until the delivery thereof as herein provided; (b) all risk of loss or damage to third persons and their property until the delivery of all the goods as herein provided; (c) all risks of loss or damage to any property received by the Seller from or held by Seller or its supplier for the account of buyer, until such property has been delivered to Buyer or its customers as the case may be, and (d) all risks of loss or damage to any of the goods or part thereof rejected by Buyer, from the time of shipment thereof to Seller until redelivery thereof to the Buyer.

8. Warranty

All goods furnished by Seller and any services of installation relating thereto pursuant to this order shall be warranted to be of the best quality of their respective kinds and to be free of defects in design, workmanship, or material and when known to Seller suitable for their intended purposes. In the event of breach, in the most expeditious manner possible. Should the Seller fail to correct any such breach in a timely manner, the Buyer may proceed, at Seller's expense to perform the necessary corrective work. This warranty shall also inure to the benefit of Buyer's customer or user of the goods.

9. Limitation of Liability

Neither party will be liable for any punitive or consequential damages.