1. Acceptance. This Purchase Order constitutes Buyer’s (as used herein shall mean “Aclara Technologies LLC”, “Aclara Meters LLC”, “Aclara Meters S.L”., “Aclara Meters Canada, Inc.” or “Aclara Meters UK LTD.”)  offer to the vendor identified on this Purchase Order (“ Seller”) to purchase the goods/services (herein “Products”) set forth hereon upon the terms and conditions stated herein and shall become binding on both parties when it is accepted by Seller either by Seller’s acknowledgment or performance and shall constitute the entire agreement between Buyer and Seller with respect to the subject matter of the Purchase Order. This Purchase Order expressly limits acceptance to the terms and conditions stated herein. Any additional or different terms or conditions proposed by the Seller are hereby rejected.  Any references in this Purchase Order to Seller’s quotation or proposal does not imply acceptance of any terms or conditions in that quotation or proposal all of which are hereby rejected. Except as provided in Paragraph 2 hereof, this Purchase Order may not be altered or modified except in writing, duly executed by an authorized representative of each party.
2. Changes. The quantities, prices, terms, conditions or other pertinent specifications of the Purchase Order shall not be changed except by Buyer’s written authorization. Buyer may, at any time, by written order make changes in the (i) drawings, designs, or specifications, (ii) method of shipment or packing, and (iii) place of delivery. If any such change causes an increase or decrease in the cost of, or time required for, performance of the work under this Purchase Order, an equitable adjustment shall be made to the contract price and/or delivery schedule. Seller shall submit its claim within thirty (30) days from the date of receipt of notification of change unless said period is extended in writing by Buyer.
3. Specifications. If blueprints and specifications are furnished by the Buyer, this Purchase Order shall be based upon such blueprints and specifications.  Any approval of samples by the Buyer shall not relieve the Seller from strict and full compliance with such blueprints and specifications. Articles or goods not conforming to such blueprints and specifications may be rejected.  Such blueprints and specifications shall be, and remain, the sole property of Buyer.
4. Buyer Owned Property. Unless Buyer and Seller otherwise agree in writing, the  following provisions shall apply to any tools, tooling patterns, equipment, materials or other properties used in the manufacture of goods for Buyer or in the performance of this  Purchase Order, that are either supplied to Seller by Buyer, or have been acquired by Seller and specifically paid for by Buyer. All such properties shall hereafter be referred to as “Buyer-owned property”.
   1. Seller shall have the right to use Buyer-owned property without payment for usage as required in the performance of this Purchase Order or other work for Buyer, but shall not have the right to use Buyer-owned property in the performance of any work without prior written approval of the Buyer. Title to all Buyer-owned property shall at all times remain with Buyer.  Title to such property which is procured or manufactured by Seller for Buyer shall be fully vested in Buyer upon payment for same by Buyer.
   2. Seller shall take all necessary measures to preserve Buyer’s title to Buyer-owned property, free of all encumbrances. Buyer retains the right, in addition to other rights provided by law, to enter Seller’s premises and remove Buyer-owned property with or without a court order.
   3. Seller shall, at its expense on written request of Buyer, properly pack and ship Buyer- owned property to such destination as designated by Buyer.
   4. Seller shall, at its expense, maintain, repair and replace Buyer-owned property so that such property remains suitable for the use intended.
   5. The risk of loss or damage to all Buyer-owned property shall be with Seller from the time that such Buyer-owned property is delivered to Seller and shall remain with Seller until the Buyer-owned property is removed from Seller’s place of business as directed by Buyer in writing. Proof of adequate insurance coverage on Buyer-owned property shall be provided to Buyer by Seller upon written request of Buyer.
   6. Buyer shall not be liable for loss, damage, detention, or delay resulting from causes beyond its control with respect to any Buyer-owned property to be delivered to Seller by Buyer.
   7. Seller shall assume and shall indemnify Buyer against any and all liability for damage to property or injury to, or death of any persons arising from, incidental to the presence of, or use of Buyer-owned property, whether such damage, injury or death is caused by defects in the Buyer-owned property, negligence in the use thereof, or otherwise.
   8. Seller shall upon receipt of written request, provide Buyer with a current listing of Buyer- owned property in its or its subcontractor’s possession, indicating complete description, quantities and condition.
5. Payment Not Constituting Acceptance. Payment for the Products delivered under this Purchase Order shall not constitute approval or acceptance of the Products. Buyer shall have the right to inspect the Products and to reject any or all of said Products which are defective or nonconforming. Rejected Products shall be returned to Seller at the expense of Seller and Seller shall bear the risk of loss as to the rejected Products. Buyer may elect to retain any rejected Products and remedy any defects or nonconformities. Cost of effecting such remedy shall be negotiated between the parties and the price to be paid by Buyer shall be adjusted accordingly. In the event Buyer receives Products whose defects or nonconformities are not apparent on examination, Buyer reserves the right to require replacement, as well as payment of damages.
6. Delivery – Inventory Control. Deliveries and quantities shall be made in strict accordance with the schedule set out or referred in this Purchase Order. The Seller will limit and phase purchases, costs, and expenditures for subcontract commitments of raw materials and components in such fashion as to insure continuity and permit completion of production without creating any unreasonable accumulations of raw materials or components. Shipment in excess of quantities or in advance of scheduled delivery dates as shown herein shall not be made without Buyer’s written approval. Buyer reserves the right to return at Seller’s expense any shipments received contrary to this instruction.
7. Warranty. The Seller warrants that at the time of delivery thereof the Products provided for under this Purchase Order will be merchantable, free from any defects in material or workmanship, and will conform to the requirements of this Purchase Order.
   Notice of any such defects or non-conformance shall be given by the Buyer to the Seller promptly upon discovery of the defect or non-conformance of such Products.  If required by the Buyer, the Seller shall promptly correct or replace the defective or non-conforming Products. Shipping costs from Buyer’s plant to Seller’s plant and return shall be borne by the Seller. The warranty for the corrected and replaced Products shall be for one (1) year after the date of their delivery. If the Buyer does not require correction or replacement, the Seller shall repay such portion of the contract price of said Products as is equitable under the circumstances.
8. Termination for Convenience. Buyer reserves the right to cancel this Purchase Order, or any part thereof, for its sole convenience. In the event of such termination, Seller shall immediately stop all work and deliveries pursuant to this Purchase Order and shall immediately cause any of its suppliers or subcontractors to cease such associated work. Seller shall be paid for all Products delivered and completed and an equitable settlement shall be arrived at for costs incurred by Seller for work in process, not to exceed the aggregate committed quantity and/or price specified in the Purchase Order.
9. Termination for Cause. Buyer may also terminate this Purchase Order, or any part thereof, for cause in the event of any default by the Seller or for Seller’s failure to comply with any of the terms and conditions of this Purchase Order. Late deliveries, defective or nonconforming deliveries, or failure to provide to Buyer, upon request, reasonable assurances of future performance shall all be causes allowing Buyer to terminate this Purchase Order for cause. In the event this Purchase Order is terminated for cause, Buyer shall not be liable to Seller for any amount, and Seller shall be liable to Buyer for any and all damages sustained due to the default giving rise to the termination.
10. Termination Associated with Government Contracts. Where termination is by reason of cancellation of a contract of the United States Government under which the Purchase Order has been placed, Buyer will pay the Seller at such times as Buyer is paid by the United States Government. Upon receipt of any notice of cancellation hereunder, Seller shall, unless otherwise directed, immediately discontinue all work in progress and immediately cancel all orders or subcontracts given or made pursuant to this Purchase Order. Seller shall be paid for all products delivered and completed and an equitable settlement shall be arrived at for costs incurred by Seller for products in work, not to exceed the aggregate committed quantity and/or price specified in the Purchase Order.
11. General Indemnity. Seller shall indemnify and hold harmless Buyer and its affiliates, officers, directors and agents from and against any and all claims, injuries, damages, obligations, liabilities, causes of actions, suits, judgment or costs, whatsoever including, but not limited to, reasonable attorneys’ fees, arising out of or in connection with, either directly or indirectly, any act or omission of the Seller, its employees, agents, directors or officers in performance of this Purchase Order or any breach of the terms and conditions of this Purchase Order.
12. Intellectual Property Indemnity. Unless the Products are made pursuant to the design and specification of Buyer, Seller shall defend, indemnify, save and hold harmless Buyer  from and against any claims, losses, damages, fees, costs and expenses incurred by Buyer arising out of or in connection with a third party’s claim of infringement or alleged  infringement of any United States patent, copyright, trademark, trade or business secret, service mark or any other proprietary right based solely on the use or design of any Product sold to Buyer hereunder provided that (a) Buyer promptly notifies Seller in writing of such claims; (b) Buyer reasonably cooperates with Seller in assisting in the defense or settlement of such claims; and (c) Buyer has the sole right to conduct the defense of such claim or to settle such claim.
13. Proprietary Rights. Seller agrees that Buyer’s design, specifications, formula, and manufacturing information are proprietary data and shall not be utilized for purposes other than those intended in this Purchase Order.
14. Confidentiality. Seller shall consider all information furnished to Seller by Buyer to be confidential and Seller shall not disclose any such information to any other person, or use such information itself for any purpose other than performing this contract, without the prior written consent of Buyer. This paragraph shall apply to drawings, specification, or other documents prepared by Seller for Buyer in connection with this Purchase Order.
15. Limitation of Liability and Damages. In no event shall Buyer be liable to Seller for anticipated profits or for incidental or consequential damages incurred by Buyer.  Buyer’s liability on any claim of any kind for any loss or damage arising out of or in connection with this Purchase Order or from the performance or breach thereof shall in no case exceed the price allocable to the products purchased hereunder giving rise to the claim. Any action resulting from any breach on the part of the Buyer as to the products purchased hereunder must be commenced within one year after the cause of action has occurred.
16. Remedies. No remedy herein provided shall be deemed exclusive of any other remedy allowed by law.
17. Assignment. Neither this Purchase Order, any portion of this Purchase Order, nor any right or claim arising hereunder shall be assigned by the Seller without the prior written consent of the Buyer. Additionally, this Purchase Order may not be assigned by operation of law, merger, judicial sale or otherwise without the prior written consent of Buyer. Any unauthorized assignment or attempted assignment by Seller shall constitute a material breach of this agreement. This Purchase Order may be assigned by Buyer.
18. Waivers. Failure of Buyer or Seller to insist on performance of any of the terms and conditions or requirements of this Purchase Order shall not be construed as a waiver of   such terms, conditions or requirements and shall not affect the right of either party thereafter to enforce each and every term, condition or requirement hereof.
19. Dispute Resolution. Buyer and Seller agree to attempt to settle any dispute arising out of this Purchase Order through good faith consultations and negotiations. If those attempts fail, Buyer and Seller agree that any disputes arising under, out of, or in relation to this Purchase Order shall be finally and conclusively determined by binding arbitration under the commercial Arbitration rules of the American Arbitration Association and the judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Buyer and Seller agree that arbitration proceedings shall be held in St. Louis County, Missouri.
20. Compliance with Laws. Seller, in the performance of this Purchase Order shall comply with the provisions of all applicable federal, state and local laws, regulations, rules and ordinances from which liability may accrue to Buyer from any violation thereof by Seller.  Without limiting the foregoing, Seller agrees to comply with: 1. Department of Labor Standards Compliance:  Seller agrees and certifies that the Products to be manufactured or furnished hereunder have been or will be produced in compliance with all applicable requirements of Sections 6, 7 and 12 of the Federal Fair Labor Standards Act, as amended, and the regulations and orders of the U.S. Department of Labor issued under Section 14 thereof wand with 29 CFR Party 470 Obligations of Federal Contractors and Subcontractors; Notice of Employee Rights Concerning Payment of Union Dues or Fees. 2. Government Procurement Provisions.  The Procurement Integrity Act (41 U.S.C. §423) and associated regulations in the Federal Acquisition Regulation (“FAR:”) (currently at FAR 3.104), the Anti-Kickback Act (41 U.S.C. §§ 51-58) and associated regulations in the FAR *currently at FAR 3.502), the prohibitions on bribery and gratuities set forth in 18 U.S.C. §201 and associated regulations in the FAR (currently at FAR 3.2), the  Organizational and Consultant Conflicts of Interest prohibitions and requirements in the FAR (currently at Subpart FAR 9.5), and the independent pricing requirements in the FAR (currently at FAR 3.103).  As prescribed by the Federal Acquisition Regulation (“FAR”) the following clauses are incorporated by reference and apply to this Purchase Order with the same force and effect as if the text of the clauses was fully set forth: (i) FAR 52.219-8, Utilization of Small Business Concerns, (ii) FAR 52.222-26, Equal Opportunity,  (iii) FAR 52.222-35, Equal Opportunity for Special Disabled Veterans, Veterans fo the Vietnam ERA, and Other Eligible Veterans, (iv) FAR 52.222-36, Affirmative Action for Workers with Disabilities, and (v) FAR 52.247-64, Preference for Privately Owned U.S.-Flagged Commercial Vessels. Additional FAR clauses may also apply to this Purchase Order and be flowed-down if the Government incorporates by reference other FAR clauses into the Prime Contract, including clauses enumerated in FAR 52.212.5. Supplemental Government Agency FAR clauses may also be incorporated by reference into Buyer’s contracts with the U.S. Government and thus will be required to be flowed-down and incorporated into this Purchase Order.  In particular, prime contracts with the U.S. Department of Defense may incorporate by reference the following U.S. Department of Defense FAR Supplement (“DFAR”) clauses that would be required to be flowed-down to subcontracts with the same force and effect as if the text of the clauses was fully set forth in the subcontracts: (i) DFAR 252.225-7014, Preference for Domestic Specialty Metals, (ii) DFAR 252.247-7023, Transportation of Supplies by SEA, and (iii) FAR 252.247-7024, Notification of Transportation of Supplies by Sea. 3. Occupational Safety and Health Act.  Seller hereby certifies that the goods ordered meet or exceed all applicable requirements of the occupational safety and health standards adopted pursuant to the Williams-Steiger Occupational Safety and Health Act of 1970 and that the use by Buyer and its customer of such goods, if used by any of them in the manner prescribed in such standards, will no cause them to be in violation of such standards. Environmental Compliance.  With respect to transactions under this Purchase Order and facilities of the Seller to which U.S. Executive Order 11738 applies, the Seller certifies: (1) no facility to be utilized by Seller, or any of its subsidiaries and/or affiliates, in the performance of this subcontract is included on the U.S. Environmental Protection Agency list of violating facilities, and (ii) prompt written notification shall be given by Seller to Buyer of any communication indicating that any facility of Seller, or any facility of its subsidiaries and/or affiliates, is under consideration to be included on or has been placed on the U.S. Environmental Protection Agency list of violating facilities.  Seller shall label the goods in compliance with 40 CFR 82, subpart E, or certify that the goods are neither manufactured with nor contain a controlled ozone depleting substance. 4. Customs and Border Protection:  Seller shall complete any security chain questionnaire or other document reasonably requested by Byer relating to its import/export activities and shall provide written notice if it is CTPAT certified.Upon request, Seller shall provide Buyer with certificates of compliance with such laws and regulations.
21. Equal Opportunity. Seller will comply with all applicable provisions of and, if required, furnish all information and reports required by Section 503 of the Rehabilitation act of 1973, as amended, the Vietnam Era Veterans’ Readjustment Assistance Act of 1974 (38 U.S.C. 4212), as amended, the Americans with Disabilities Act (ADA) including the ADA Amendments Act , the Federal Executive Order No. 11246, as amended, the regulations at 41 CFR part 60, “Office of the Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor, “ and of the rules, regulations, and relevant orders of the Secretary of Labor. Such acts, amendments, rules, regulations and orders are incorporated herein by reference.

To the extent applicable, the Buyer and Seller shall abide by the requirements of 41 CFR 60-1.4(a), 60-300.5(a) and 60-741.5(a).  These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex, sexual orientation, gender identity or national origin.  Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, sexual orientation, gender identity or national origin, protected veteran status or disability.

• Severability. If any provision in this Purchase Order shall be found to be inoperable or   in violation of any law or regulation, that provision shall be stricken from this Purchase Order and the remainder of the Purchase Order shall not be affected.
• Entire Agreement. These terms and conditions, any other special conditions in the schedule and any specifications or other documents referenced in the schedule hereto constitute and represent the complete and entire agreement between Buyer and Seller and supersede all previous communications, either written or verbal with respect to the subject matter of this Purchase Order.
• Conflicts Minerals.  Seller agrees that
  1. Buyer may be required by the Conflict Minerals Rule to ascertain whether and Conflict Minerals contained, in any quantity, in any products purchased by Buyer from Seller may have originated in any Covered Country, and if so, to conduct further due diligence on the source of such Conflict Minerals.
  2. Accordingly, every product supplied to Buyer shall satisfy at least one of the following criteria:  (A) such product does not contain any Conflict Minerals or (B) Seller has affirmatively determined, through appropriate inquiries and due diligence, including inquires of its own Sellers where necessary, that all Conflict Minerals contained in such products either (1) are from Recycled or Scrap Sources, or (2) have not originated in a Covered Country but are “Conflict Free”; or (C) despite appropriate inquiries and due diligence, Seller has been unable to determine whether the Conflict Minerals contained in the product are “Conflict Free”, provided that option (C) shall not be permissible for products supplied ot Buyer after December 31, 2014.  Upon acceptance of Buyer’s order, and thereafter from time to time as requested by Buyer, Seller will provide Buyer with a certificate, in a form provided by or acceptable to Buyer, certifying to the matters stated in the preceding sentence, signed and dated by a responsible representative of Seller. In connection with any such certificate, Seller shall provide Buyer with supporting information and documentation, such as (but not limited to) copies of similar certification or other documentation provided to Seller by its own direct and indirect Sellers of Products. If at any time Seller becomes aware that it would be unable to executed such a certificate, Seller shall immediately notify Buyer in writing stating in detail the reasons(s) why it would be unable to execute such certificate and describing with specificity the products affected thereby.
  3. Seller will assist Buyer with any Buyer  “due diligence inquiry” or audit required by the Conflict Minerals Rule, including, without limitation, making due diligence inquiries of its own upstream providers as to the origin of those Products which contain Conflict Minerals and allowing third-party audits (at Buyer’s expense) of Seller’s Conflict Minerals sources and sourcing procedures.  Seller shall perform its obligations regarding Conflict Minerals without charge to Buyer, except that Buyer will reimburse Seller upon request for any actual out-of-pocket costs which are reasonably incurred by Seller, are directly and solely attributable to such performance, and are disclosed to Buyer in advance.
  4. If Seller fails in any material respect to comply with its obligations set forth in this section, or notifies Buyer that it is or would be unable to deliver a required certificate, Seller shall be deemed to be in material breach of these terms and conditions, and in addition to any other rights of Buyer on account of such breach, Buyer shall have the right to return all Products with respect to which Seller is unable to deliver such certificate and receive a full and prompt refund of their purchase price.

(b)  Notwithstanding any confidentiality obligations of Buyer under this or any other agreement, Buyer may disclose any information provided by Seller regarding its products and the nature and sources of any Conflict Minerals therein to the extent Buyer may determine such disclosure to be required pursuant to the Conflict Minerals Rule.

(c) for purposes of this section:

1. “Conflict Mineral” means any of (1) tantalum, (2) its source mineral columbite-tantalite, (3) tin, (4) its source mineral cassiterite, (5) tungsten, (6) its source mineral wolframite, or (7) gold:
2. “Conflict Minerals Rule” means Section 1502 of the Dodd-Frank Act and Securities and Exchange Commission Rule 13p-1 issued thereunder;
3. “Covered Country” means any of:  The Democratic Republic of the Congo, Zambia, Angola, Republic of the Congo (Congo-Brazzaville), Central African Republic, South Sudan, Uganda, Rwanda, Burundi, or Tanzania; and
4. Capitalized terms not otherwise defined have the meanings given to those terms under the Conflict Minerals Rule.