2. Seller agrees to indemnify and defend Buyer, its shareholders, directors, officers and employees, and hold each of them harmless, from and against any and all claims, liabilities, losses, damages and expenses for any injuries (including death) sustained by Seller, and/or Seller's employees, agents or representatives or by any other person, or for any damage to any property caused or alleged to be caused by Seller in carrying out this contract, or by any defect in design, manufacture or condition of any goods, equipment, material or supplies you furnish on this order.

3.All equipment, merchandise, materials and supplies furnished on this order will be subject to inspection before acceptance. If rejected, same will be held subject to the order of the Seller with accrued charges.

4.Buyer reserves the right to cancel this order or any portion of same if delivery is not made when and as specified , (time being of the essence of this order) and charge Seller for any loss entailed.

5.The Buyer and/or Seller shall be excused from any failure to perform, including delays and delivery, due to causes beyond the Buyer and/or Seller's control, including, but not limited to, acts of God, war, mobilization, riots or other civil disorders, fires, floods, strikes, lockouts or other material labor disruption.

6.In accepting this order Seller warrants that, to the best of Seller's knowledge the material to be shipped hereunder has been produced, sold and delivered in accordance with all applicable laws, and Seller agrees to indemnify and defend, and hold Buyer harmless from and against any penalties, fines, claims or damages arising out of Seller's failure to comply with all applicable laws in the production, sale and/or delivery of such material.

7.All transactions shall be based strictly on service, quality, and competitive price of material. Buyer shall have the right, at its sole expense, to audit Seller's records, pertaining to purchases, including all books, papers, documents, agreements and other data that may have any bearing on or pertain to any business conducted between the parties except as concerns Seller's profit margin on merchandise or services purchased. Seller shall cooperate fully in furnishing all such requested records. All audits will be conducted in accordance with generally accepted accounting principles.

8.Seller shall not release any article, photograph, drawing, advertisement, or information relative to the sale, manufacture, installation, or use of any item furnished hereunder, wherein Buyer, or Buyer's location, is named, shown, or implied, except when such disclosure is necessary to perform under this order or as required by law9.1 The articles, materials and/or services covered by this order are to be produced, furnished and billed in compliance with all applicable laws, proclamations, orders, rules and regulations.

9.2During the performance of this contract and to the extent required by Executive Order 11246, or any contract between Buyer and any government contracting agency, the Seller agrees as follows:

9.3Seller will not discriminate against any employee or applicant for employment because of race, creed, sex, religion, color, or national origin. Seller will take affirmative action to ensure that applicants are employed and that employees are treated during employment without regard to their race, creed, sex, religion, color or national origin; such action shall include, but not be limited to the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising, layoff or termination, rates of pay or other forms compensation and selection for training, including apprenticeship. Seller agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the contracting officer setting forth the provisions of this nondiscrimination clause.

9.4 Seller will, in all solicitations or advertisements for employees placed by or on behalf of Seller, state that all qualified applicants will receive consideration for employment without regard to race, creed, sex, religion, color, or national origin.

9.6Seller will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders issued hereunder.

9.7Seller will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by the rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records and accounts by the contracting agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders.

I0.In the event of the Seller's noncompliance with the nondiscrimination clauses of this contract or with any of such rules, regulations, or orders, this contract may be canceled, terminated or suspended in whole or in part and the Seller may be declared ineligible for further government contracts In accordance with procedures authorized In Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965 or by rule, regulation, or order of the Secretary of labor, or as otherwise provided by law.

11.Seller will include the provisions of paragraph 9 in every subcontract or purchase order unless exempted by rules, regulations, or order of the Secretary of Labor issued pursuant to Section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. Seller will take such action with respect to any subcontract or purchase order as the contracting agency may direct as a means of enforcing such provisions including sanctions for noncompliance. Provided however, that in the event Seller becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the contracting agency. Seller may request the United States of America to enter into such litigation to protect the interests of the United States.

12. To the extent required by Executive Order 11246 and any rules or regulations or orders issued hereunder, or any contracts between Buyer and any government contracting agency, Seller agrees to develop, sign and maintain a written affirmative action compliance program for each of its establishments and to file complete and accurate reports on standard Form 100 (EE01), or such form as may be promulgated in its place.

13.This contract shall be construed in accordance with the laws of Pennsylvania. Any and all actions at law, suits in equity, or other judicial proceedings for any breach of or enforcement of this contract, or of any provision hereof, shall be instituted and maintained only in a court of competent jurisdiction located in Allegheny County, Pennsylvania, the county and state where this contract has been made and entered into, and each party hereby waives any right to any change of venue.

14 . This order supersedes and cancels all prior communications between the parties except as specifically shown on the face of this order. No terms or conditions in the acceptance hereof by Seller, or in any sales order, invoice or other document submitted by Seller in connection herewith, and no subsequent agreements or communications in any way modifying the provisions of this order or increasing charges under this order, shall be binding unless made in writing and signed by the authorized representative of Buyer.

15.Seller shall not assign this contract in whole or in part without the prior written permission of Buyer.

16.DATE DATA WARRANTY- Seller represents and warrants, in addition to all other representations and warranties set forth herein, that the goods and/or equipment furnished on this order is (are) designed to be used prior to, during and after calendar year 2000 AD., and will operate during each such time period without error relating to (a) any data or input which includes an indication of or reference to any date ("date data"), specifically including any error relating to, or the product of, date data which represents or references different centuries or more than one century: and (b) determinations and calculations related to leap year.