KONDEX CORPORATION - TERMS AND CONDITIONS OF SALE AND SERVICE

1. Controlling Provisions

This document, which includes the quotation, acknowledgement, invoice and/or other Seller document incorporating these Terms and Conditions, constitutes an offer by Kondex Corporation ("Seller") to the addressee of this offer ("Buyer") to sell the products or parts described herein (the "Products") and/or the services described herein (the "Services") on the following terms and conditions.  Buyer's acceptance of this offer is limited to the following terms and conditions.  Buyer may not modify, renounce or waive any of these terms or conditions or any of Seller's rights or remedies unless an authorized representative of Seller consents in writing.  ANY ADDITIONAL OR DIFFERENT TERMS CONTAINED IN ANY PURCHASE ORDER OR OTHER COMMUNICATION RECEIVED BY SELLER AT ANY TIME HEREBY ARE OBJECTED TO AND REJECTED WITHOUT NEED FOR FURTHER ACTION BY SELLER AND SHALL BE OF NO FORCE OR EFFECT.  Buyer's proposal of additional or different terms shall not operate as a rejection of Seller's offer and Seller's offer shall be deemed accepted without said additional or different terms.  THESE TERMS AND CONDITIONS CONSTITUTE THE FINAL WRITTEN EXPRESSION OF THE AGREEMENT BETWEEN SELLER AND BUYER REGARDING THE PRODUCTS AND SERVICES AND ARE A COMPLETE AND EXCLUSIVE STATEMENT OF THOSE TERMS.  Any terms, conditions, negotiations or understandings between the parties which are not contained herein shall have no force or effect unless in writing and signed by an authorized representative of Seller and expressly stating Seller's intent to modify these terms and conditions. Seller's sales representatives are without authority to change, modify or alter these terms and conditions.  If this document is deemed an acceptance of a prior offer by Buyer, such acceptance is limited to the express terms and conditions contained herein.  Seller's acceptance of Buyer's prior offer is expressly conditioned on Buyer's assent to all of the terms and conditions set forth herein.  Buyer shall be deemed to have made an unqualified acceptance of these terms and conditions on the earliest to occur of the following:  (a) Seller's receipt of a copy of these terms and conditions or a document incorporating them, signed by Buyer; (b) Buyer's acknowledgment of, or submission of a purchase order in response to, Seller's quotation, acknowledgment, invoice, or terms and conditions; (c) Buyer's payment of any amounts due hereunder; (d) Buyer's delivery to Seller of any material to be furnished by Buyer; (e) Seller's delivery of the Products, or of Buyer's products or parts on which Services were performed; (f) failure by Buyer to notify Seller to the contrary within ten days of receipt of these terms and conditions or a document incorporating them; or (g) any other event constituting acceptance under applicable law.  These terms and conditions and all purchases and sales hereunder and any related disputes shall be governed by, resolved and construed in accordance with the internal laws of the State of Wisconsin, without regard to conflict of laws principles.  Neither these terms and conditions nor purchases and sales hereunder shall be governed by the United Nations Convention on Contracts for the International Sale of Goods.  Any cause of action, claim, suit or demand by Buyer allegedly arising from or related to these terms and conditions or the relationship of the parties shall be brought in a court situated in the State of Wisconsin.  Both parties hereby irrevocably admit themselves to and consent to the jurisdiction of said court and waive any argument of forum non conveniens or objection to venue.  The invalidity of any provision or clause herein shall not affect the validity of any other provision or clause.  Clerical errors are subject to correction by Seller.

2. Prices

Unless otherwise agreed in writing by Seller, prices are Ex-Works as defined by INCOTERMS 2010, as amended or updated from time to time ("EXW") Seller's plant in Lomira, Wisconsin.  Quoted prices for the Products or Services as specified by Seller and for the delivery date quoted by Seller shall remain firm for 30 days from the date of the quote, after which pricing may be adjusted to reflect current market conditions.  Notwithstanding the foregoing, Seller reserves the right to adjust prices or quoted prices at any time upon notice to Buyer if Seller incurs increased materials costs, outside purchases costs and/or production costs.  Prices are quoted in and must be paid in U.S. currency.  Prices do not include, and Buyer agrees to pay or promptly reimburse Seller for, all taxes, transportation costs, duties, penalties, and any other charges and fees which arise from or in connection with, or are measured by, the sale or delivery of the Products, Services or Buyer's products or parts on which Services were performed.

3. Orders

Seller's quotation may include minimum order quantities and/or lead times.  Buyer agrees to accept over-run or under-run on each individual item not exceeding 10% of quantities ordered.  Where closer control of quantity is required, special arrangements must be made with Seller.  Seller reserves the right to require Buyer to provide forecasts of purchases based on individual requirements.  Agreed change orders are subject to the terms and conditions of this document.

4. Terms of Payment

Terms of payment are subject to the approval of Seller's credit department.  Unless otherwise agreed in writing by an authorized representative of Seller, Buyer shall pay in accordance with Seller's standard payment terms as in effect from time to time.  Buyer agrees to pay, at Seller's discretion, a late payment charge of up to 1-1/2% per month or the maximum amount allowable by law on all amounts not paid in full when due.  If Seller has not been paid in full when due, or if Buyer defaults in performance hereunder, or if Seller, in its judgment, at any time deems that, by reason of the financial or other condition of Buyer or otherwise, its continuance of production or shipment on the terms specified herein is not justified, Seller may, without incurring liability to Buyer and without prejudice to Seller's other lawful remedies (a) terminate Seller's obligations hereunder; (b) declare immediately due and payable all of Buyer's obligations to Seller; (c) change credit terms with respect to any further work; (d) suspend or discontinue any further work; and/or (e) repossess the Products or Buyer's products or parts on which Services were performed.  Buyer agrees to pay Seller's costs of collection (including, without limitation, attorneys' fees) on demand by Seller.  In partial consideration for Seller's sale of Products or Services to Buyer, Buyer grants to Seller and Seller retains a security interest in all Products sold to Buyer, and Buyer's products or parts on which Services were performed, and documents relating to same now or hereafter in the possession or control of Buyer, title to which might at any time be determined to have passed to Buyer including, without limitation, all inventories of the Products or any other product bearing any trademark or trade name of Seller, returns or repossessions and the proceeds, including insurance proceeds and proceeds from products in which the Products or Buyer's products or parts on which Services were performed were an input, of all of the foregoing, together with the additions and accessions thereof, to secure all of Buyer's obligations to Seller.  Buyer agrees to execute such documents and take such actions as may be required by Seller to evidence or perfect the security interest granted herein and Seller's interest. Seller is authorized in Buyer's name or otherwise to take actions hereunder including, without limitation, signing Buyer's name, and Buyer hereby appoints Seller as its attorney-in-fact for such purpose.

5. Delivery

Seller shall deliver Products, or Buyer's products or parts on which Services were performed, EXW Seller's facility (unless otherwise agreed in writing by Seller), and all risk of loss or damage in transit shall pass to Buyer upon such delivery.  Shipping dates given by Seller are assumed by Seller to be accurate and are quoted in good faith.  Seller will use reasonable efforts to meet the scheduled dates, but does not guarantee to do so.  Time for delivery shall not be of the essence.  FAILURE BY SELLER TO MAKE ANY SHIPMENT AS SCHEDULED DOES NOT CONSTITUTE A CAUSE FOR CANCELLATION AND/OR DAMAGES.  If Buyer claims Products delivered, or Buyer's products or parts on which Services have been performed, are short in weight or count, Buyer must notify Seller in writing within 30 days of Seller's delivery, and the weight found in each shipment, including tare, must be given and Seller advised of the method used in arriving at a count.  If such claim is sustained to the satisfaction of both parties, Seller shall, at Seller's option, repair, replace, credit or complete the order.  Under no circumstances will Seller be liable for damages or any claims for expense involved in the use or storage of the Product or Buyer's products or parts.  Seller will not allow claims on those Products or Buyer's products or parts further processed by Buyer that result in changes that would make reworking impractical.  Freight and credit for returns will not be allowed by Seller without previous written authorization.  No claims will be allowed for shrinkage, expansion, deformity or rupture of material in treating or straightening, except by prior written agreement, nor in any case for shrinkage, expansion, deformity or rupture caused by or occurring during subsequent processing or use.

In the event of a delay in delivery requested by Buyer or caused by (a) Buyer's failure to supply adequate shipping instruction; (b) Buyer's failure to supply or approve necessary data, drawings, materials, parts or components in a timely manner, or (c) any changes requested by Buyer, Seller will store all Products, or Buyer's parts, at Buyer's risk and expense, and the term of delivery hereunder shall be extended by a period equal to the length of such delay.  Also, if actual delivery is delayed beyond the quoted delivery date for any such reason, Seller reserves the right to increase the price of the Products or Services and change the payment terms for them.  All storage costs and expenses are due from Buyer as and when payment for the Products or Services becomes due.  Buyer's receipt of any Products or products or parts on which Services have been performed shall be an unqualified acceptance of, and waiver by Buyer of any and all claims with respect to, such Products and Services, on the earliest to occur of (a) payment for the Products or Services, or (b) failure of Seller to receive notice in writing of shortages or errors within 30 days of their delivery to the EXW point (or other delivery point agreed in writing by Seller).  In the absence of shipping instructions, Seller will use its own discretion in choice of carrier but delivery is EXW (or other delivery point agreed in writing by an authorized representative of Seller) and any arrangement for carrier is a courtesy to Buyer.  Partial shipments are permitted.  Seller shall package Products, and Buyer's products and parts on which Services are performed, on the terms described in its quotation or as separately agreed in writing by Buyer and Seller.  Alternate packing must be acceptable to Seller and is subject to additional charges.  Any documentation requested in addition to a bill of lading and packing slip may be subject to additional charges.

6. Cancellation, Changes and Returns

All undelivered Products or Services may be cancelled by Buyer only with the written approval of an authorized representative of Seller.  Seller reserves the right to cancel any order or part thereof at any time prior to delivery, for any reason, without incurring liability to Buyer.  In the event of cancellation of this order by either party, Buyer shall pay to Seller its reasonable costs and expenses (including engineering and tooling expenses and all commitments to Seller's suppliers and subcontractors incurred by it prior to its receipt of notice of cancellation) plus Seller's usual rate of profit for similar work.  Buyer may not modify its order without written consent of an authorized representative of Seller.  Seller may, from time to time, change the Services without the consent of Buyer, provided that such changes do not materially affect the nature or scope of the Services, or the fees or any performance dates set forth in Seller's order confirmation.  Seller may charge for the time it spends assessing and documenting a change request from Buyer on a time and materials basis in accordance with the quotation.  Seller reserves the right to change the price, terms of payment and delivery dates for any Products or Services affected by any modifications to which it consents.  Products, or Buyer's products or parts on which Services have been performed, may be returned only on the terms and conditions specified in Seller's written authorization. 
 

7. LIMITED WARRANTIES; EXCLUSIONS AND DISCLAIMERS; BUYER'S AGREEMENT TO
INDEMNIFY

(a)        Limited Warranty for Products.  Seller warrants to the original purchaser from Seller that the Products manufactured by Seller shall be materially free from defects in workmanship under normal use and service for 60 days from the date of Seller's delivery.  As Seller's sole and exclusive obligation and liability under this warranty and Buyer's sole and exclusive remedy, upon prompt written notice by Buyer (in any event not later than 90 days after Seller's delivery of the Products) of any claimed defect, Seller may require inspection of the Products and shall repair or replace (at Seller's option), without charge, EXW Seller's facility in Lomira, Wisconsin, any defective part expressly warranted herein and found by Seller in its reasonable discretion to be defective.  This warranty is subject to all limitations in this section 7 and covers only replacement or repair of defective parts at Seller's main office and does not include field service.  On equipment or materials furnished by Seller, but manufactured by others, Seller makes NO WARRANTY, but the written warranty of the manufacturer, if any, will be assigned to Buyer if reasonably practicable.  However, Seller does not adopt or guarantee or represent that manufacturer will comply with any of the terms of such warranty. 

(b)        Limited Warranty for Services.  Seller represents to the original purchaser from Seller that it shall perform the Services in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services.  Seller shall not be liable for breach of the warranty set forth in this section unless Buyer gives written notice to Seller of the Services not in accordance with this warranty, with Buyer's claim reasonably described, within 30 days of the date on which products or parts are delivered to Buyer after performance of Services.  Subject to the limitations of this section 7, Seller shall, in its sole discretion, either repair or reperform such Services on any product or part it finds in its reasonable discretion to be not in accordance with this warranty, or if reasonably deemed necessary by Seller, on a new product or part supplied by Buyer at Buyer's cost, or credit or refund the price of such Services for the affected part(s).  Such remedies are Buyer's sole and exclusive remedies and Seller's entire obligation and liability for any breach of the limited warranty set forth in this section 7(b).

(c)        Limitations on Product and Service Warranties.  The limited warranties in section 7(a) and (b) are void in cases of damage in transit, negligence, abuse, abnormal usage, misuse, normal wear and tear, damage due to environmental or natural elements, failure to follow Seller's instructions, accidents or improper repair, storage or maintenance.  These warranties do not cover economic loss, such as lost profits or other expenses, or normal maintenance.  SELLER MAKES NO REPRESENTATION OR WARRANTY REGARDING PRODUCTS, PARTS OR SERVICES DESIGNED, PROVIDED OR MANUFACTURED BY BUYER OR FOR WHICH BUYER HAS PROVIDED THE SPECIFICATIONS.  Seller shall not be liable to Buyer or to anyone claiming under Buyer for any other obligations or liabilities including, without limitation, those arising out of breach of contract or warranty, negligence or other tort or theory of strict liability, with respect to the Products, Services, Buyer's products or parts, or Seller's acts or omissions or otherwise.  Expenses incurred by Buyer in repairing or replacing any defective Products will not be allowed except by written permission of Seller.  Seller, in its manufacture and sale of Products or provision of Services, does not assume liability as to possible infringements of patents by virtue of the use of Products or Buyer's products or parts in combination with other elements or structures.  Seller manufactures to specifications furnished by Buyer or commercial standards of the industry.   Any assistance Seller provides to or procures for Buyer outside the terms of these limited Warranties in this section 7 will not constitute a waiver of the limitations herein, nor will such assistance extend or revive any warranty. 

(d)        No Other Warranties.  THERE IS NO OTHER EXPRESS OR IMPLIED WARRANTY.  SELLER HEREBY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NONINFRINGEMENT AND FITNESS FOR ANY PARTICULAR PURPOSE.  FURTHER, SELLER MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO PERFORMANCE OR CAPABILITIES OF MATERIAL AS HEAT TREATED OR AS LASER CLAD (OR THE HEAT TREATMENT OR LASER CLADDING), WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE.  SELLER'S LIABILITY TO BUYER SHALL CEASE ONCE ANY FURTHER PROCESSING, ASSEMBLING OR ANY OTHER WORK HAS BEEN UNDERTAKEN BY BUYER OR ANY THIRD PARTY. 

(e)        Disclaimer of Damages and Buyer's Agreement to Indemnify.  IN NO EVENT SHALL SELLER BE LIABLE TO BUYER OR TO ANY THIRD PARTY FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR INDIRECT DAMAGES INCLUDING, WITHOUT LIMITATION, LOSS OF USE, REVENUE OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT, (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE, AND BUYER AGREES TO INDEMNIFY AND HOLD HARMLESS SELLER AND ITS SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AFFILIATES, SUCCESSORS AND ASSIGNS (COLLECTIVELY, "AFFILIATES") FROM AND AGAINST ANY SUCH DAMAGES.  BUYER AGREES TO INDEMNIFY AND HOLD HARMLESS SELLER AND ITS AFFILIATES FROM AND AGAINST ANY LOSS, COST, DAMAGE, SUIT, LIABILITY, DEMAND, PROCEEDING, CLAIM OR EXPENSE INCLUDING, WITHOUT LIMITATION, ATTORNEYS' FEES, EXPERT WITNESS FEES AND COURT COSTS (COLLECTIVELY, "DAMAGES") ARISING OUT OF OR RELATING TO (i) PRODUCTS, PARTS OR SERVICES DESIGNED, PROVIDED OR MANUFACTURED BY BUYER OR FOR WHICH BUYER HAS PROVIDED THE MATERIALS OR SPECIFICATIONS, OR RELATING TO ANY PERSONAL INJURY, LOSS, HARM, DEATH OR PROPERTY DAMAGE CLAIM IN CONNECTION WITH ANY SUCH PRODUCTS, PARTS OR SERVICES; (ii) THE BREACH OF THESE TERMS AND CONDITIONS BY BUYER; (iii) INJURY, HARM, LOSS, DAMAGE TO OR DESTRUCTION OF PROPERTY, OR INJURY TO OR DEATH OF PERSONS CAUSED OR ALLEGED TO HAVE CAUSED, IN WHOLE OR IN PART, BY ANY INTENTIONAL, RECKLESS, NEGLIGENT OR OTHER ACT (OR FAILURE TO ACT) OF BUYER OR ANY PARTY UNDER ITS CONTROL; (iv) ANY PRODUCT RECALL (EXCEPT TO THE EXTENT SOLELY AND DIRECTLY CAUSED BY SELLER'S BREACH OF THESE TERMS AND CONDITIONS); and (v) THIRD-PARTY CLAIMS, SUITS OR OTHER DAMAGES INCURRED BY SELLER AND RELATING TO OR ARISING OUT OF THESE TERMS AND THE PARTIES' AGREEMENT ALLEGING INFRINGEMENT OF PATENT OR PROPRIETARY RIGHTS OR CLAIMS RELATING TO BUYER'S SALE OR ANY PARTY'S USE OF BUYER'S PRODUCTS (EXCEPT TO THE EXTENT DIRECTLY ARISING DUE TO SELLER'S BREACH OF THESE TERMS AND THE PARTIES' AGREEMENT).  Seller may at its option be represented by and actively participate through its own counsel in any suit or proceeding at Buyer's cost.

(f)         Limitation of Liability for Products.  SELLER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS AND THE PARTIES' AGREEMENT AND ANY DEFECTIVE PRODUCTS MANUFACTURED OR SOLD TO BUYER BY SELLER, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL BE LIMITED TO THE MONIES PAID BY BUYER TO SELLER FOR THE DEFECTIVE PRODUCTS MANUFACTURED BY SELLER.  The limitation of liability set forth in this section shall not apply to liability, Damage, death or bodily injury to the extent resulting from Seller's gross negligence or willful misconduct.

(g)        Limitation of Liability for Services.  BUYER UNDERSTANDS THAT EVEN AFTER EMPLOYING THE PROCESSES AND METHODS USED BY SELLER, HAZARDS STILL REMAIN IN METAL TREATING AND LASER CLADDING.  IN NO EVENT SHALL SELLER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS AND THE PARTIES' AGREEMENT FOR SERVICES, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED TWO TIMES THE AGGREGATE AMOUNTS PAID TO SELLER FOR SERVICES PERFORMED ON THE RELEVANT PRODUCTS OR PARTS PURSUANT TO THE APPLICABLE QUOTATION.  Failure by Buyer to accurately indicate the kind of material (i.e., proper alloy designation) to be treated may result in an extra charge, but shall not change the limitation of liability stated above.  The limitation of liability set forth in this section shall not apply to liability, Damage, death or bodily injury to the extent resulting from Seller's gross negligence or willful misconduct.  Buyer, by contracting for metal treatment, laser cladding or other Services, agrees to accept the limits of liability as expressed in these terms to the exclusion of any and all other provisions as to liability that may be set forth in Buyer's own invoices, purchase orders or other documents.  If Buyer proposes a different or additional liability provision, the same must be agreed to in writing and signed by an officer of Seller before work is started or Services are provided.  In such event, a different charge for Services must be agreed, reflecting the higher risk to Seller, and no work will be started until both Seller and Buyer have signed an agreement setting forth the new charges and terms of liability.  The inability to discover a defect within a reasonable period of time after the receipt of a shipment of heat treated or laser clad treated material will not void the limitation of liability contained in these terms and the parties' agreement.

8. Confidential Information; Engineering Data and Intellectual Property Rights

Buyer acknowledges that all Confidential Information which may be disclosed to it by Seller shall at all times, both during and after termination of the parties' agreement for any reason, remain Seller's exclusive property and Buyer shall not acquire any interest in it.  "Confidential Information" means trade secrets and all knowledge and information, not generally known in the industry, which provides Seller with a competitive advantage or relating to its products, services, production methods, designs, specifications, processes, formulations, technology, sales methods, customer lists, customer uses and requirements and other confidential business information.  Except as necessary to perform its duties hereunder, Buyer shall not use or disclose any Confidential Information.  Nothing herein shall limit or negate the common or statutory law of torts or trade secrets where it provides Seller with broader protection than that provided herein.

All engineering data, design information and engineering and shop drawings used in the completion of Buyer's order are Seller's property unless supplied by Buyer and clearly marked as Buyer's property.  Buyer shall not reproduce, distribute, publish or communicate to any third party such data without the written permission of an authorized representative of Seller.  Buyer may distribute to the end user data necessary or appropriate to product operation and maintenance.  All of Seller's Intellectual Property Rights are and shall remain Seller's sole property and Buyer agrees not to take or permit any action contradicting Seller's rights thereto.  Except as specifically provided below, no licenses, express or implied, are provided to Seller's Intellectual Property Rights.  "Intellectual Property Rights" include, without limitation, any copyright, patent, registered or unregistered design, logo, trademark, trade dress, trade name or other designation, translation of trade name into another language, technology, know-how, and any similar rights or applications for rights in any of the foregoing in any part of the world owned or used by Seller or any of its affiliates, and any goodwill relating thereto.  Seller's rights under this section 8 shall be enforceable by injunctive relief and/or a decree of specific performance.  Such remedy is cumulative and nonexclusive.  Nothing in this Agreement is meant to restrict established patent exhaustion or first sale principles.

9. Tooling and Equipment

This industry considers tooling and equipment and their engineering and design to be an integral part of the manufacturing processes.  Therefore, payment of charges for dies, tools, jigs, fixtures, patterns and gauges (collectively, "Tooling") supplied by Seller conveys neither ownership nor the right of removal from Seller's plant.  Buyer shall not have the right to remove Tooling or obtain title thereto without Seller's written agreement and fair reimbursement for the cost of the Tooling, development, experimental work, maintenance and storage.  Seller makes NO WARRANTY regarding any Tooling provided to Buyer.  Seller agrees to keep any Tooling provided by Buyer in a normal and reasonable state of good preservation as long as it remains in Seller's control.  Seller accepts no responsibility for the operation of Tooling when used in any plant other than Seller's plant.  Seller shall charge Buyer for costs of adaptation, modification or excessive maintenance of Buyer's Tooling.  Tooling inactive for a period of one year may, at Seller's option, be scrapped.  Any resulting scrap value shall belong to Seller as payment for storage and maintenance costs.  Seller reserves the right to amortize Tooling in Product/Service unit prices, including a 5% minimum carrying charge over and above the full cost of the Tooling. Any tooling engineered, manufactured or paid for by Seller will remain Seller's property.

10. Tolerances

In the absence of specific requirements specified by Buyer on blueprint or in writing, commercial tolerances and custom and usage and manufacturing practices in Seller's industry shall apply.  Commercial manufacturing practices and tolerances are those resulting from standard manufacturing procedures without extra operations or tooling.  Deburring is a costly operation, and burrs will be kept to a minimum consistent with efficient operation.  No extra operations are included for their removal unless specified by Seller in writing.

11. Buyer's Material

Orders requiring use of Buyer's material are accepted subject to delivery of the amount of material and in dimensions as specified by Seller, delivered to Seller's plant.  Scrap resulting from stamping operations shall be Seller's property unless otherwise agreed in advance in writing.

12. Buyer's Obligations

Buyer shall:

(a)        cooperate with Seller in all matters relating to the Services;

respond promptly to any Seller request to provide direction, information, approvals, authorizations or decisions that are reasonably necessary for Seller to perform Services in accordance with the requirements of these terms;

provide such Buyer materials or information as Seller may reasonably request (and that Buyer considers reasonably necessary) to carry out the Services in a timely manner, and ensure that such Buyer materials or information are complete and accurate in all material respects; and

obtain and maintain all necessary licenses and consents and comply with all applicable laws in relation to the Services before the date on which the Services are to start, and comply with all applicable laws relating to the use, sale, storage and disposal of products with respect to which Seller has provided Services.
If Seller's performance of its obligations under these terms is prevented or delayed by any act or omission of Buyer or its agents, subcontractors, consultants or employees, Seller shall not be deemed in breach of its obligations under these terms or otherwise liable for any costs, charges or losses sustained or incurred by Buyer, in each case, to the extent arising directly or indirectly from such prevention or delay.

13. Termination

In addition to any remedies that may be provided under these terms, Seller may terminate the parties' agreement with immediate effect upon written notice to Buyer, if Buyer:

fails to pay any amount when due under these terms and such failure continues for 10 days after Buyer's receipt of written notice of nonpayment;

has not otherwise performed or complied with any of the terms of these terms, in whole or in part; or

becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors.

14. Force Majeure

In the event of war, insurrection, act of terrorism, riot, fire, flood, earthquake, acts of God, strike, lockout, labor trouble, breakage of equipment, delay by carriers, inability to obtain raw material (including energy source), accident, operation of laws, demand for goods or services exceeding Seller's available supply or any other cause beyond Seller's reasonable control, interfering with, delaying or preventing the production, servicing, supply, transportation or consumption practice of Seller, quantities so affected shall be eliminated from Seller's obligations without liability, and delivery delays shall be excused, but the parties' contract shall otherwise remain unaffected.  Seller may, during any period of shortage due to any of said causes, allocate its supply of such raw materials among its various uses (e.g., manufacturing and sales) in such manner as Seller deems practicable and allocate its supply of goods or services among various users in any manner which Seller deems fair and reasonable.

15. Independent Contractor

Buyer is and shall remain an independent contractor and neither Buyer nor any of its employees or agents shall be or be considered an employee of Seller.  Neither Buyer nor any of its employees or agents are authorized to incur any obligations or make any promises or representations on Seller's behalf.

16. Waiver

The failure of either party to insist, in any one or more instances, upon the performance of any term or condition, shall not be construed as a waiver or relinquishment of any right granted hereunder or the future performance of such term or condition.

17. Compliance With Laws

Buyer shall comply with all applicable laws and regulations including, without limitation, any environmental laws, export laws and import laws, with respect to these terms and conditions and the use, storage and/or disposal of Products, and of products and parts on which Services were performed.

18. Assignment

Neither party may assign these terms and conditions without the prior written consent of the other party; provided, however, that Seller may assign these terms and conditions in whole or in part to any of its affiliates and/or perform through subcontractors.  Subject to the foregoing, these terms and conditions shall inure to the benefit of, and be binding upon, the parties' successors and assigns.

19. Survival

The provisions found in sections 1, 4, 8, 19 and the limitations on warranty and damages and the indemnification obligation in section 7, and any other provision, the performance or effectiveness of which naturally survives, shall survive expiration or termination of the parties' agreement.

20. No Third-Party Beneficiaries

These terms and the parties' agreement are for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of these terms.

SMF 011 2/22/19