GENERAL TERMS AND CONDITIONS OF PURCHASE

1. ACCEPTANCE. The Order constitutes Buyer’s offer to purchase the Goods and/or Services from Seller. ACCEPTANCE OF THE ORDER IS LIMITED TO ITS TERMS AND CONDITIONS (INCLUDING THESE TERMS). BUYER OBJECTS TO AND WILL NOT BE BOUND BY ANY PROVISIONS THAT MAY APPEAR IN SELLER’S QUOTATION, ACKNOWLEDGMENT, CONFIRMATION OR INVOICE OR IN ANY OTHER PRIOR OR LATER COMMUNICATION FROM SELLER THAT ARE IN ADDITION TO OR AT VARIANCE WITH THE TERMS AND CONDITIONS OF THE ORDER. Seller will be deemed to have unqualifiedly and unconditionally accepted the Order upon the earlier of (a) Buyer’s receipt of Seller’s written acknowledgment or acceptance, (b) Seller’s shipment of the Goods or commencement of the Services, or (c) 3 business days after Seller’s receipt of the Order unless Seller has previously notified Buyer in writing that it has rejected the Order.

2. DEFINITIONS. (a) Buyer means the company identified on the face of the Order as the buyer or purchaser of the Goods. (b) Contract means the contract between Seller and Buyer for the purchase and sale of the Goods and/or Services, consisting of the Order and these Terms. (c) Delivery of Goods means delivery in accordance with Section 6 of these Terms. (d) Goods means the goods to be purchased by Buyer, and supplied by Seller, as identified or described in the Order. (e) Non-conforming Goods and Non-conforming Services means Goods and Services, respectively, that do not comply with the warranties or other provisions of the Contract. (f) Order means the purchase order, work order, statement or scope of work or other document to which these Terms are appended or into which they are incorporated, together with all drawings, specifications and other documents appended to or referenced therein. (g) Seller means the entity identified on the face of the Order as the seller or supplier of the Goods and/or Services. (h) Services means the services to be purchased by Buyer, and performed by Seller, as identified or described in the Order. (i) Terms means these General Terms and Conditions of Purchase, which are a part the Order and the Contract.

3. PRICE. Prices of Goods and/or Services stated in the Order are firm and are not subject to change unless otherwise agreed by the parties in writing. Unless otherwise stated on the Order: (a) the Goods price includes all costs for the design, manufacture, procurement, storage, shipment, export, import, transportation to the point of Delivery, Delivery and sale of the Goods by Seller; and (b) the Services price includes all costs to perform, and to prepare for the performance of, the Services, including (without limitation) costs of (i) tools, equipment, instrumentation and materials (other than Goods) used or consumed in the performance of the Services, (ii) compensation and benefits to employees and independent contractors used to perform the Services and (ii) demobilization following completion of the Services.

4. TAXES. Seller will pay, and will defend and indemnify Buyer against, all excise, sales, use, value added or other tax or duty (however designated) imposed or assessed on the sale of the Goods and/or Services except to the extent such assessments or impositions are itemized on the Order or forbidden by applicable law to be borne by Seller.

5. INVOICING AND PAYMENT. Seller will submit a complete and accurate invoice, in a form reasonably acceptable to Buyer, within one year following the Delivery of Goods and/or the completion of Services. Any invoice not received by Buyer within such one-year period will be deemed waived and forever barred, and Seller will have no right to payment for such Goods or Services nor will Buyer have any obligation to pay any invoice therefor that is submitted after the expiration of such one-year period. Subject to the preceding sentence, unless otherwise stated on the Order, payment is due 60 days after Delivery of the Goods, completion of the Services or Buyer’s receipt of Seller’s invoice, whichever occurs last. Buyer’s failure to pay a disputed invoice will not be considered a breach of this Contract pending resolution of the dispute. Buyer may deduct from any amounts due or to become due to Seller under this Contract any sums owed by Seller or its affiliates to Buyer or its affiliates, whether under this Contract or any other contract, and any sums reasonably necessary to protect Buyer and its affiliates against amounts and third-party claims for which Seller or its affiliates is liable, whether under this Contract or any other contract.

6. DELIVERY. Unless otherwise stated on the Order, Goods will be delivered DDP (per latest version of Incoterms) to the location(s) and on the date(s) stated on the Order. Title and risk of loss to the Goods will transfer to Buyer at the Delivery point but will revert to Seller if Buyer rejects or revokes acceptance of any Goods.

7. CANCELLATION AND RESCHEDULING. Buyer may, without liability, cancel or reschedule all or any part of the Order prior to shipment of Goods or commencement of Services by providing written notice thereof to Seller.

8. TERMINATION FOR CAUSE. Buyer may terminate all or any part of the uncompleted portion of this Contract if: (a) Seller fails to Deliver the Goods, or commence or complete the Services, on time or Seller breaches any warranty or other provision of this Contract; (b) Seller ceases to conduct business in the ordinary course, dissolves, winds up or liquidates; (c) Seller is unable to pay its liabilities as they come due or otherwise becomes insolvent; (d) Seller commences, becomes subject to or commences or consents to the entry of an order for relief under a bankruptcy, insolvency, reorganization or similar proceeding or makes an assignment for the benefit of its creditors; or (e) Seller assigns or subcontracts the Order to another person or there occurs a direct or indirect change of control of the stock or other ownership interests of Seller. If Buyer terminates this Contract under this Section 8, Buyer may obtain equivalent or substitute goods or services from another source, and if the price of such equivalent or substitute goods or services exceeds the price of the Goods or Services under this Contract, then Seller will reimburse Buyer for such excess.

9. WARRANTIES.
• a. Seller makes the following warranties (which will survive inspection, approval, acceptance, payment and expiration or termination of this Contract): (a) Seller’s performance of this Contract does not and will not conflict with, or result in a breach of, any other contract to which Seller is a party or any judgment, order or decree by which Seller is bound; (b) Seller currently has, and will obtain and maintain throughout the term of this Contract at its expense, all permits, licenses and authorizations of governmental authorities required for its performance of this Contract; (c) the Goods will be designed, manufactured, sold and delivered to Buyer in compliance with all applicable laws and regulations, and Seller will otherwise comply with all applicable laws and regulations in connection with its performance of this Contract; (d) at the time of Delivery of Goods, Seller will have good title to the Goods, free and clear of all liens, claims and other encumbrances; (e) the Goods will (i) be new and unused at the time of Delivery, (ii) conform to and be consistent with all samples previously furnished to Buyer, (iii) conform to all applicable specifications, drawings, descriptions and other written requirements, whether published by Seller, set forth or referenced in the Order or this Contract, or otherwise agreed by the parties in writing, and (iv) will be merchantable, of good quality and free from defects in design, materials and workmanship; and (f) the Services will (i) be performed in a professional and workmanlike manner, consistent with the highest standards of care, skill and diligence exercised by providers of similar services, (ii) be performed by personnel who are properly trained, qualified, licensed and supervised, (iii) conform to all applicable statements of work, specifications, drawings, descriptions and other written requirements whether published by Seller, set forth or referenced in the Order or this Contract, or otherwise agreed by the parties in writing, and (iv) be free from defects, errors and omissions, and (v) will be performed in compliance with all applicable laws and regulations.
• b. Upon receipt of notice from Buyer of a breach of any of the foregoing warranties pertaining to Goods, Seller will accept return of the Non-conforming Goods and either, at Buyer’s option (without exclusion or limitation of other remedies available to Buyer under this Contract or applicable law), (i) ship replacement conforming Goods as promptly as practicable or (ii) issue a refund or credit of the price for such Non-conforming Goods. Seller will bear the risk and expense to ship Non-conforming Goods from Buyer to Seller and replacement Goods from Seller to Buyer, and in either case (i or ii) Seller will reimburse Buyer for costs and expenses incurred to handle any underlying warranty claim from Buyer’s customer (including, without limitation, to retrieve Non-conforming Goods from Buyer’s customers and to replace them with conforming Goods). Replacement Goods will carry the applicable warranties above.
• c. Upon receipt of notice from Buyer of a breach of any of the foregoing warranties pertaining to Services, Seller will, at Buyer’s option (without exclusion or limitation of other remedies available to Buyer under this Contract or applicable law), (i) reperform the Non-conforming Services in a manner that complies with this Contract as promptly as practicable or (ii) issue a refund or credit of the price for such Non-conforming Services. Reperformed Services will carry the applicable warranties above.

10. INTELLECTUAL PROPERTY. If the Goods or their label or packaging contain a trademark of Seller (whether owned by Seller or licensed by Seller from a third party), Seller hereby does (and represents and warrants that it has the right to) grant to Buyer a perpetual, irrevocable, royalty-free and fully paid-up license to market, advertise and sell such Goods with such trademark. Seller warrants that neither the design, manufacture, sale, offer for sale, use or import of any Goods, nor the performance, consumption or use of the Services, infringes a patent, trademark, copyright or other intellectual property right of a third party (excluding any intellectual property rights that Buyer licenses to Seller). If this warranty is breached and Buyer’s purchase or use of Goods or Services is enjoined, then Seller will, at Seller’s expense and in the following sequence: (a) procure for Buyer and its customers the right to continue purchasing and using the infringing Goods or Services; or (b) if the remedy in (a) is not practicable, at Seller’s cost (i) replace infringing Goods in Buyer’s and its customers’ inventory with a non-infringing substitute that complies with this Contract (or, at Buyer’s option, refund the price paid by Buyer for those Goods) and/or (ii) reperform the Services with a non-infringing substitute that complies with this Contract (or at Buyer’s option, refund the price paid by Buyer for the infringing Services).

11. INDEMNITY. Seller will indemnify and hold harmless Buyer and its customers, their respective parents, subsidiaries and affiliates, and their respective owners, directors, officers, partners, employees and agents (collectively, the “Indemnitees”) against all claims, suits, proceedings and investigations against any of them (“Claims”), and all losses, damages, fines, penalties, costs and expenses (including reasonable attorney fees) incurred or payable in connection therewith (“Damages”), arising out of or relating to: (a) the Goods or their labeling or packaging (including without limitation the design, manufacture, sale, import, export or use thereof or any actual or alleged defect therein); (b) the acts or omissions of Seller, any of its parents, subsidiaries or affiliates, or any of their respective owners, directors, officers, partners, employees, agents and independent contractors, in any way related to the Goods or the Services; provided that this indemnity will not apply to Claims and Damages arising out of or relating to the sole negligence of the Indemnitees; or (c) any breach of any representation, warranty or covenant in this Contract (or any allegation that, if proven, would constitute or result in such a breach). Upon Buyer’s request, Seller will, at its own expense using counsel reasonable acceptable to Buyer, defend the Indemnitees against any Claim. Seller will not settle any Claims covered by this paragraph without Buyer’s prior written consent, which will not be unreasonably withheld by Buyer.

12. CONFIDENTIALITY. Seller will use all information furnished by Buyer to Seller pursuant to or in connection with this Contract (“Confidential Information”) only for the purpose of fulfilling its obligations under this Contract and for no other purpose, and will disclose Confidential Information only to those of its officers, employees, agents, independent contractors or advisors as will be directly concerned with performance of this Contract, provided that Seller will be liable for any subsequent use or disclosure of Confidential Information such persons that is not permitted by this Section 12. Seller will protect the confidentiality of Confidential Information with the same degree of care with which it protects its own confidential information, but with no less than reasonable care, and will return all copies (in any medium recorded) of Confidential Information to Buyer immediately upon written request. To the extent information required to be kept confidential by Seller under this Section 12 is also required to be kept confidential by Seller under a separate confidentiality agreement, then Seller will abide by its confidentiality obligations under both agreements in accordance with their respective terms.

13. REMEDIES. Neither inspection by Buyer of, nor payment by Buyer for, Goods or Services will constitute acceptance by Buyer or a release or waiver of any rights or remedies Buyer may have for Non-conforming Goods, Non-conforming Services or for Seller’s breach of this Contract. Every right and remedy of Buyer specified in this Contract will be non-exclusive and in addition to every other right and remedy enumerated herein or available under applicable law.

14. INDEPENDENT CONTRACTOR. Seller’s relationship to Buyer under this Contract and during the performance hereof will at all times be that of an independent contractor, and neither this Contract nor the performance by Seller hereof will, or will be deemed to, create a partnership, joint venture, agency, fiduciary, employment or any other legal relationship between the parties. As between Seller and Buyer, Seller will be the sole employer of its employees (including persons who are classified by Seller as independent contractors but should be classified as employees under applicable law) and such persons will not be employees of Buyer (whether as a joint employer or otherwise). Buyer will have no liability to pay (or to reimburse Seller for) any compensation, severance, benefits, payroll taxes and other withholdings, or other amounts owing to or in respect of such persons based on their actual or alleged employment by Seller (or the termination of such employment), and Seller will defend and indemnify Buyer and its affiliates against all claims by such persons or by tax authorities to collect such amounts.

15. MISCELLANEOUS. The time for Delivery of Goods and performance of Services is of the essence. All warranties, indemnities, confidentiality obligations and other provisions of these Terms will survive payment for the Goods or Services and the completion or termination of this Contract for the period of time stated therein, or indefinitely if no period of time is stated, except for those provisions that necessarily terminate upon such completion or termination. This Contract constitutes the complete and exclusive statement of the terms and conditions of the parties’ agreement with respect to the subject matter hereof, and supersedes all previous communications and agreements, verbal or written, between the parties with respect to such subject matter. This Contract may not be amended or supplemented orally, by usage of trade or by course of performance or dealing, but only by and pursuant to a writing, signed by authorized representatives of both parties, that specifically refers to, and clearly states that it is amending or supplementing (or uses words of similar meaning), this Contract. Buyer will not be deemed to have waived or released any condition, right or remedy stated in or arising out of this Contract except to the extent such waiver or release is expressly stated in a writing signed by an authorized representative of Buyer. Seller will not assign this Contract, or delegate or subcontract the performance of any of the Service or its other obligations hereunder, without the prior written consent of Buyer, and any purported assignment, delegation or subcontracting without the prior written consent of Buyer will be void. Notwithstanding the preceding sentence, Seller will be responsible for all acts and omissions of any subcontractor it uses to perform the Services (whether or not such subcontractor has been approved by Buyer). If any provision of this Contract is declared invalid or unenforceable in any jurisdiction, the remainder of this Contract will remain in full force and effect. This Contract will be governed by and interpreted in accordance with laws of the State of Michigan, U.S.A. without regard to or application of conflicts of law principles. The U.N. Convention on Contracts for the International Sale of Goods will not apply. All suits, actions and proceedings to enforce this Contract, or to declare the parties’ rights or obligations hereunder, must be brought exclusively in the State or Federal courts sitting in or serving Berrien County, Michigan, U.S.A., and Seller consents and submits to the exclusive jurisdiction of such courts. If Buyer brings suit, at law or in equity, to enforce any provision of this Contract or to resolve a dispute concerning or arising out of this Contract or transactions governed hereby and is successful therein, Buyer will be entitled to recover, in addition to any other amounts awarded, reasonable expenses of enforcement, including court costs and attorney’s fees. Except as expressly provided otherwise in these Terms, no action, regardless of form, arising out of any transactions relating to this Contract may be brought by either party more than 2 years after the cause of action has accrued. The headings of the sections of these Terms are inserted for convenience only and will be disregarded in the interpretation of this Contract. English is the language of this Contract. Any translation of this Contract into a different language is solely for the convenience of the parties and is neither intended to have legal effect nor to alter or supplement in any way the terms and conditions of the English version of this Contract.