PURCHASE TERMS AND CONDITIONS

1. Acceptance of Purchase Order
   This purchase order must be accepted in writing by Seller. If for any reason Seller does not accept in writing, any conduct by Seller that recognizes the existence of a contract pertaining to the subject matter hereof shall constitute acceptance by Seller of this purchase order and all of its terms and conditions. Brooks hereby objects to any terms proposed in Seller's acceptance of Brooks offer that add to, vary from, or conflict with the terms herein. Any such proposed terms shall be void and the terms herein, including the terms in any attachment specifically referenced on the front of this purchase order, shall constitute the complete and exclusive statement of the terms and conditions of the contract between the parties, which may hereafter be modified only by written instrument executed by the authorized representatives of both parties. If this purchase order has been issued by Brooks in response to an offer by the Seller and if any of the terms herein are additional to or different from any terms of such offer, then Brooks issuance of this purchase order shall constitute an acceptance of such offer subject to the express conditions that the Seller assent to such additional and different terms herein and acknowledge that this purchase order constitutes the entire agreement between Brooks and the Seller with respect to the subject matter hereof and the subject matter of such offer and Seller shall be deemed to have assented and acknowledged unless Seller notifies Brooks to the contrary in writing within 10 days of receipt of this purchase order.
    
   
2. Delivery
   The terms of delivery are as stated on the reverse side hereof. The obligations of Seller to meet the delivery dates, specifications, and quantities set forth herein are of the essence of this order. Deliveries are to be made both in quantities and at times specified herein and, if not, such quantities and times as are specified pursuant to Brooks written instructions. Shipments in greater or lesser quantity than ordered may be returned at Seller's expense unless written authorization is issued by Brooks. If Seller's deliveries fail to meet schedule, Brooks, without limiting its other rights and remedies, may either direct expedited routing or charge excess costs incurred thereby to Seller or cancel all or part of this order in accordance with the Cancellation or Termination provision hereof. Goods that are delivered in advance of schedule are delivered at the risk of Seller and may, at Brooks option, be returned at Seller's expense for proper delivery and/or have payment therefor withheld by Brooks until the date that the goods are actually scheduled for delivery.
    
   
3. Packing and Shipping Instructions
   Seller agrees to insure that shipments are properly packed and described in accordance with Brooks specifications and/or applicable carrier regulations. Shipments will be made freight prepaid at the lowest freight charges available, using the carrier selected by Brooks. Brooks may assist Seller by providing freight classifications or classifying material. Seller will not insure or declare value on shipments, except on parcel post, unless Brooks specifies otherwise. On shipments where value is not declared, Seller will ship prepaid insured for $50 to facilitate tracing. Seller shall consolidate air and surface shipments daily on one bill of lading per mode to avoid premium freight costs, unless instructed otherwise by Brooks. In case of any shipment that does not correspond to normal past practice between Brooks and Seller, or to standard practice in the industry (e.g., a shipment that requires special handling, equipment, or air ride suspension, or is over 500 pounds, over 120 inches long or wide, or over 56 cubic feet, etc.), Seller shall notify Brooks appropriate traffic department 72 hours prior to shipment for special shipping instructions. All truck shipments must be classified by Seller using the current "National Motor Freight Classification Tariff." Each box, crate or carton will show Brooks full street address (not just post office box numbers) and purchase order number regardless of how shipped. Seller will provide a packing list to accompany each shipment, referencing the appropriate purchase order number. The bill of lading also will reference the purchase order number.
    
   
4. Inspection
   Payment for goods delivered hereunder shall not constitute acceptance thereof. Brooks shall have the right to inspect such goods and to reject any or all of said goods if, in Brooks judgment, they are defective. At Brooks option, inspection may be performed on a statistical sampling basis. If defects are revealed in such sampling, Brooks may elect, in its discretion, either to reject the entire shipment on the basis of such sampling or to inspect the entire shipment. Goods rejected as defective may be returned to the Seller for full credit or replacement, at Brooks option, and, in addition to Brooks other rights, Brooks may charge the Seller all expenses of unpacking, examining, repacking, and reshipping such goods. Replacement goods shall be sent freight prepaid at Seller's expense, and Seller shall use expedited delivery if required by Brooks. In the event that Brooks receives goods whose defects or nonconformities are not apparent on initial examination, Brooks may subsequently reject such goods within a reasonable period of time after such defects or nonconformities become apparent.
   
   The facilities at which goods subject to this purchase order are manufactured shall be subject to inspection and approval by Brooks from time to time. Seller shall provide all reasonable facilities and assistance for the safety and convenience of the inspectors in the performance of their duties. If any goods subject to this purchase order, or any components thereof, are to be manufactured by subcontractor(s), Seller shall require such subcontractors to comply with this provision.
    
   
5. Price
   The price shown on the front of this purchase order is the total amount Brooks will pay for the goods. Seller shall not add additional amounts for taxes, packing, shipping, or anything else unless specifically agreed to by Brooks. If there is no price stated on the front, the price shall be deemed to be the price last quoted to Brooks or the prevailing market price, whichever is lower. Seller warrants that the price for goods sold to Brooks under this purchase order is not greater than the price for comparable goods sold in comparable quantities to any other purchaser.
    
   
6. Change Orders
   From time to time, Brooks may change any of the drawings, specifications, or instructions for work covered by this purchase order, or the methods of shipment or packing, or the schedule or place for delivery of goods covered by this purchase order, and Seller agrees to comply with such changes. Brooks shall give Seller notice of such changes in writing signed by a duly authorized representative of Brooks. If a change results in a decrease or increase in the Seller's cost or in the time for performance, an appropriate adjustment to the price or the time for performance will be made by the parties in writing. Unless Seller provides Brooks with an itemized statement of adjustment to the cost and/or time for performance within 30 days after Seller's receipt of Brooks change notice, Seller shall be conclusively deemed to have waived all claims against Brooks with respect thereto.
    
   
7. Cancellation or Termination
   Brooks reserves the right to cancel or suspend all or, from time to time, any undelivered or unexecuted portion of this order (a) for cause, if Seller fails to make any delivery or to perform any work as scheduled or breaches any of the other terms of this purchase order and (b) without cause, upon written notice to Seller. Upon cancellation or suspension without cause, Brooks shall reimburse Seller for expenses (which shall not include lost profits) related to the affected portion(s) of the order, provided that such amount shall not exceed the lesser of (i) a pro rata portion of the contract price or (ii) the cost of finished goods to be delivered within 30 days after such cancellation or suspension, 30 days of work in progress, and 30 days of raw materials that Seller demonstrates cannot be diverted to other uses. The foregoing states Brooks entire liability and Seller's exclusive remedy for any cancellation or suspension of all or any part of this order. Any claim by Seller under this paragraph must be asserted in writing within 30 days after Brooks notice of cancellation or suspension and the amount of such claim must be stated in detail within 30 days thereafter.
    
   
8. Warranties
   Seller warrants that all goods and services provided under this purchase order: (a) shall be of good quality and workmanship and free from patent and latent defects; (b) shall conform to all specifications, drawings, and descriptions furnished, specified, or adopted by Brooks; (c) shall be merchantable and suitable and sufficient for their intended purpose; (d) do not infringe the patent, copyright, or other intellectual property rights of any third party (except to the extent that such infringement arises solely as the result of a design furnished by Brooks, provided that there was no non-infringing way for Seller to implement such design); and (e) shall be free of any claim of any third party. None of the remedies available to Brooks for a breach of any of the foregoing warranties may be limited except to the extent and in the manner agreed to by Brooks in a separate agreement specifically designating such limitation and signed by an authorized representative of Brooks. Brooks inspection and/or acceptance of and/or payment for any goods or services shall not constitute a waiver by it of any warranties. Brooks approval of any sample or acceptance of any goods shall not relieve Seller from responsibility to deliver goods and perform services conforming to specifications, drawings, and descriptions.
    
   
9. Indemnification and Insurance
   Seller shall defend and indemnify Brooks against all damages, liability, claims, losses, and expenses (including attorneys' fees) arising out of or resulting in any way from any actual or alleged (a) defect in the goods or services purchased hereunder; (b) infringement of any patent, trademark, or copyright of any third party by any goods purchased hereunder; or (c) act or omission of Seller, its agents, employees, or subcontractors. Seller shall maintain such public liability insurance, including products liability, completed operations, contractors' liability and protective liability, automobile liability (including non-owned automobile liability), and workers' compensation, employers' liability, and infringement insurance as will adequately protect Brooks against such damage, liabilities, claims, losses, and expenses (including attorneys' fees). Seller agrees to submit certificates of insurance, evidencing coverage in accordance with this paragraph, when requested by Brooks. Seller's obligations under this paragraph shall survive the cancellation, termination, or completion of this purchase order.
    
   
10. Ethics Policy
    Seller must comply with Brooks corporate ethics policy, a copy of which is available on Brooks web site (www.brooks.com/suppliers-ethics-policy.htm) or by request to the office from which this purchase order was received.
     
    
11. Confidential Information
    The contents of this purchase order and all commercial and technical information provided to Seller by Brooks shall not be divulged to any third party by Seller or used by Seller other than in connection with this purchase order. Unless otherwise agreed in writing, no commercial or technical information disclosed in any manner or at any time by Seller to Brooks shall be deemed secret or confidential and Seller shall have no rights against Brooks with respect thereto, except as may exist under any applicable patent law. The obligations under this paragraph shall survive the cancellation, termination, or completion of this purchase order.
     
    
12. Independent Contractor
    When work of any description is performed in furtherance of Seller's obligations under this purchase order on the premises of Brooks or any of Brooks customers, Seller agrees that such services are to be rendered by Seller as an independent contractor and Seller shall provide all safeguards and take all necessary precautions to prevent the occurrence of any accident, injury, death, or loss to any person or property and shall be solely responsible therefor.
     
    
13. Force Majeure
    Brooks may delay delivery and/or acceptance under this purchase order if such delivery and/or acceptance is made impossible or impractical by causes beyond Brooks control.
     
    
14. Brooks Property
    All special tools, dies, patterns, jigs, fixtures, and other items supplied or paid for by Brooks remain Brooks property and Seller agrees to comply promptly with all disposal and shipping instructions furnished by Brooks. Seller agrees, at its expense, to maintain all of Brooks property in Seller's possession in good condition and repair and adequately insured and to indemnify Brooks for any damage or loss to such property. Seller agrees not to deliver or make available Brooks property, or any property or goods developed, manufactured, or created with Brooks property, to any third party.
     
    
15. Remedies
    Brooks remedies are cumulative. Remedies specified in this purchase order do not exclude any remedies available at law or in equity. Waiver of any breach on any one occasion shall not constitute a waiver of the same or any other breach on any other occasion. Acceptance of any items or payment therefor shall not waive any breach.
     
    
16. Assignment and Subcontracting
    Seller may not assign or transfer this purchase order or any payments to be made hereunder without Brooks prior written approval. Seller may not subcontract any substantial portion of the work to be performed by it under this purchase order, or the manufacture of any critical component of the goods to be delivered under this purchase order, without Brooks prior written approval.
     
    
17. Setoff
    All claims for monies due or to become due from Brooks under this purchase order are subject to deduction by Brooks for any setoff or counterclaim that Brooks may have against Seller.
     
    
18. Applicable Law
    This purchase order shall be governed by the Uniform Commercial Code, as adopted in the Commonwealth of Massachusetts.