Acceptance of this Purchase Order (“Order”) shall be limited to the terms of the Order and these terms and conditions (“Purchase Order Terms and Conditions”). All goods and products (tangible and intangible) and services to be provided under this Order are included in the term of “Goods.” This Order shall be deemed accepted upon written acceptance by Seller or commencement of performance by Seller. Buyer rejects any additional or inconsistent terms and conditions offered by Seller at any time and irrespective of Buyer’s acceptance of or payment for Seller’s Goods or services.

All invoices and/or advance shipping notices for Goods shipped pursuant to this Order must reference the Order number, Buyer’s Part Number, quantity of pieces in the shipment, number of cartons or containers, Seller’s name and number and Bill of Lading number, before any payment will be made by Buyer for the Goods. Buyer reserves the right to return all invoices or related documents submitted incorrectly, and payment terms will be determined as of the date of the last correct invoice or advanced shipping notice received. Where Goods are not supplied in accordance with the Order, Buyer shall be entitled to withhold payment of the respective amount of the price until Seller has fulfilled its obligations in full.

1. Prices and payment terms are set forth on the Order.
2. Seller warrants that the prices in the Order are fixed and complete, and no additional charges of any type shall be added without Buyer’s express written consent, including but not limited to, material surcharges, shipping, packaging, labeling, custom duties, federal, state and local taxes, storage, handling, insurance, boxing and crating.
3. In addition to any right of setoff or recoupment provided or allowed by law, all amounts due Seller, or any of its subsidiaries or affiliates shall be considered net of indebtedness or obligations of Seller, or any of its subsidiaries or affiliates to Buyer, and Buyer may setoff against or recoup from any amounts due or to become due from Seller, or any of its subsidiaries or affiliates to Buyer however and whenever arising. In the event that Buyer reasonably feels itself at risk, Buyer may withhold and recoup a corresponding amount due Seller or any of its subsidiaries or affiliates to protect against such risk.

1. The right, title and interest to all supplies, materials, tools, jigs, dies, gauges, fixtures, molds, patterns, equipment, designs, drawings, specifications, spare parts, trial parts, ancillary products, items owned by Buyer and other items furnished by Buyer or its customers (“Buyer’s Property”) to Seller for use in manufacturing the Goods, or for which Seller is reimbursed by Buyer or its customers, shall be and remain the property of Buyer and/or its customers. Seller shall bear the risk of loss of and damage to such Buyer’s Property. Seller will: (i) properly house and maintain the Buyer’s Property on Seller’s premises; (ii) not use the Buyer’s Property for any purpose other than for performance under the Order; (iii) prominently mark the Buyer’s Property as property of Buyer; (iv) refrain from commingling the Buyer’s Property with the property of Seller or with that of a third party; (v) adequately insure the Buyer’s Property against loss or damage, including but not limited to maintaining full fire and extended coverage insurance for replacement value and naming Buyer as the loss payee and an additional insured; (vi) ensure that the Buyer’s Property does not become subject to any liens or other claims; and (vii) not move the Buyer’s Property to another location whether owned by Seller or a third party, without the prior written consent of Buyer. Buyer will have the right to enter Seller’s premises at reasonable times to inspect the Buyer’s Property and Seller’s records pertaining thereto.
2. Seller expressly waives and releases, and agrees not to file or otherwise assert or prosecute or suffer to permit any statutory, equitable or other liens, including but not limited to equitable or other liens, including but not limited to any molder liens, tool liens, builder liens and the like, that Seller has or might have on or in connection with the Buyer’s Property for all work, including but not limited to, designing, manufacturing, improving, maintaining, servicing, using, assembling, fabricating or developing the Buyer’s Property and Goods. Seller hereby agrees to indemnify, defend and hold Buyer harmless from and against any loss, liabilities, costs, expenses, suits, actions, claims and all other obligations and proceedings, including without limitation all actual attorney’s fees and all other cost of litigation that are in any way related to releasing, terminating or otherwise removing all such liens placed on the Buyer’s Property.
3. Seller will assign to Buyer any claims Seller has against third parties with respect to Buyer’s Property.
4. Upon written request, Seller, shall immediately deliver the Buyer’s Property at Buyer’s option F.O.B. Seller’s facility (Ex Works Loaded), and properly packed and marked in accordance with the requirements of the carrier and Buyer. Seller will cooperate with Buyer’s removal of the Buyer’s Property from Seller’s premises.
5. Unless otherwise agreed to in writing by Buyer, Seller at its own expense shall maintain, repair and refurbish Buyer’s property in first class condition including repair necessitated by wear and tear and other usage by Seller. All replacement parts, additions, improvements and accessories for Buyer’s property shall become Buyer’s property upon their incorporation into or attachment to Buyer’s property. Seller will pay personal property taxes for Buyer’s Property in possession or under its control.
6. Buyer does not guarantee the accuracy of any Buyer’s Property or the availability or suitability of any supplies or material furnished by it. Seller assumes sole responsibility for inspecting, testing and approving all Buyer’s Property or other materials supplied by Buyer prior to any use by Seller.
7. Buyer will not be liable for and Seller shall assume all risk of death or injury to persons or damage to property arising from use of the maintenance or repair or use of the Buyer’s Property or other materials supplied by Buyer and hereby agrees to indemnify Buyer against the same. Seller agrees that it will comply with obligations hereunder to release Buyer’s Property not withstanding any offsetting claim that it may have against Buyer.
8. Buyer has not made and does not make any warranty or representation whatsoever either express or implied, as to the fitness, condition, merchantability, design or operation of Buyer’s property or its fitness for any particular purpose.

All drawings, data, designs, engineering instructions, models, specifications or other technical information, written, oral or otherwise, supplied by or on behalf of Buyer specifically in connection with performance of this Order and all information obtained there from or as a result thereof shall be and remain the property of Buyer.

During performance of this Order, Seller shall not make any changes in the design of Goods to be furnished by Seller under this Order, terminate or modify this Order or any Release issued under it or obtain an adjustment in price based on Seller’s loss of anticipated profits without advance notification to and written approval by Buyer. Buyer may, by written Order, at any time make changes in any one or more of the following: (i) drawings, designs or specifications for the Goods, (ii) method of shipment or packing; (iii) place or time of inspection, delivery or acceptance; and (iv) the amount of any Buyer furnished property. Any such changes shall be deemed not to affect the time for performance and cost under the Order unless Seller provides Buyer with written notice of a claim for adjustment to time for performance or cost within ten (10) days after Buyer’s notice to Seller of change and after auditing such claim. Buyer determines that an adjustment (up or down) is appropriate. Seller shall provide Buyer with such additional information including invoices and agreements as Buyer may reasonably request in order to permit Buyer to evaluate Seller’s claim for adjustment. Where the cost of property rendered obsolete or excess as a result of the change is included in the Seller’s claim for adjustment, Seller shall be entitled to reimbursement for no more than four (4) weeks of raw materials and one (1) week of work in process or finished Goods and Buyer will have the right to take title thereto and prescribe the manner of disposition thereof. Nothing in this clause shall excuse Seller from proceeding with performance of this Order as changed. In the event that any materials used by Seller in making the Goods become unavailable, Seller shall locate a source for, and propose to Buyer, alternative materials for use in making the Goods. Buyer shall, in its sole discretion, determine whether the use of such alternative materials is acceptable.

1. Seller shall make deliveries under this Order in accordance with Buyer’s releases. “Release” means any written or electronic notification to Seller, including any notice under any EDI (as defined herein) system authorizing, directing or requiring Seller to ship Goods under this Order. Seller’s obligations relating to delivery of the Goods are integral parts of and conditions of this Order. If delivery of the Goods is likely to be delayed, Seller shall immediately notify Buyer in advance, provided that such notice does not release Seller from its liabilities for all costs, losses and consequential damages resulting from incomplete or delayed delivery; without prejudice to Buyer’s other available rights and remedies. Furthermore, Seller acknowledges and agrees that money damages would not be a sufficient remedy for any actual, anticipatory or threatened breach of this Order by Seller with respect to its delivery of Goods to Buyer and that, in addition to all other rights and remedies which Buyer may have at law, equity or under these Purchase Order Terms and Conditions, Buyer shall be entitled to specific performance and temporary, preliminary and permanent injunctive or other equitable relief as a remedy for any such breach, without proof of actual damages and without bond or other security being required. Seller shall not procure, fabricate, assemble or ship any Goods except to the extent authorized by Buyer in written Releases. Unless otherwise specified on the face of this Order, no variation on the quantity of any Goods is authorized and Buyer may reject a delivery that varies in the quantity authorized for shipment. Goods shipped in advance of Buyer’s delivery schedule may be returned at Seller’s expense. Seller shall be responsible for all Seller’s costs and losses due to Seller’s failure to follow Buyer’s shipping instructions. Buyer reserves the right to revise or amend the shipping instructions by posting notice of modification on Buyer’s website at least thirty days prior to any such modification becoming effective. In the event that delivery is late, Seller shall ship at its expense all late shipments by express or other priority methods of delivery as may be specified by Buyer. Seller shall be responsible for costs and damages incurred by Buyer, directly or indirectly, including, but not limited to, production shutdowns of the Buyer or Buyer’s customers as result of or caused by endangered delivery schedule or late delivery.

1. Seller agrees to sell and Buyer agrees to purchase Buyer’s requirements of the Goods pursuant to these Terms and Conditions and this Order and Releases; provided, however that specific quantities to sell and purchase shall be subject to the issuance by Buyer of the Releases.
2. From time to time and in connection with quotations, requisitions and Orders, Buyer may provide Seller with estimates, forecasts or projections of its future volume or quantity requirements for the Goods and/or the term of a program (“Projections”). Projections, unlike a Release for a firm quantity, are not binding on Buyer. Seller acknowledges that Projections, like any other forward looking projections, are based on a number of economic and business factors, variables and assumptions, some or all of which may change over time, and may or may not be accurate at the time they were made or later. Buyer makes no representation, warranty, guaranty or commitment of any kind or nature, express or implied, regarding any Projections or other estimate, forecast or projection provided to Seller, including as to its accuracy or completeness. Seller accepts that Projections may not be accurate and that actual volume or duration could be less than or greater than the projections.

For customs purposes, Seller shall prepare and expedite any and all required forms and submit them to Buyer within fourteen (14) days of Seller’s receipt of the forms. Seller shall attach to the shipping documents a commercial invoice in duplicate. Should additional documents be required in the case of imports or exports in order to provide proof of the intended use of the Goods delivered, Seller shall procure all such documents for Buyer without delay and make them available to Buyer at Seller’s cost. Seller shall be bound by and shall warrant the accuracy of all invoices, documents, and information furnished to Buyer by Seller or its agent for export, entry, or other purposes.

Buyer reserves the right to inspect the Goods. Buyer may reject any Goods that are defective, damaged or non-conforming or in breach of Seller’s warranties at any time. Payment to Seller shall not be construed as acceptance by Buyer or agreement by Buyer that the Goods conform to these Purchase Order Terms and Conditions. Any inspection or testing by Buyer shall not relieve Seller of its obligations under these Terms and Conditions. At reasonable times during the period of Seller’s performance hereunder, including the period of manufacture, In the event of Buyer’s rejection of any Goods or revocation of acceptance, for whatever reason, risk of loss or damage shall be treated as never having passed to Buyer and has having rested with Seller. Defective or nonconforming Goods may be returned to Seller for full credit and at the Seller’s risk and expense, including transportation charges both ways.

Seller warrants and represents that all Goods and services furnished hereunder shall be (a) in strict compliance with the specifications, samples, drawings, designs or other requirements (including performance specifications) approved or adopted by Buyer: (b) merchantable and will be of good material and workmanship and free from all defects including but not limited to design, workmanship and materials; (c) selected, designed, manufactured and assembled by Seller based on Buyer’s intended use and will be fit and sufficient for the use and purpose intended by Buyer; (d) in strict compliance with all applicable industry standards, quality control and inspection standards including Seller’s Quality and Receiving procedures and all similar quality system standards, and all statutes, rules and regulations, of any kind or nature, including those promulgated by any government or governmental agency in the United States and in countries in which Buyer has informed Seller the Goods furnished hereunder and/or the Goods into which such Goods are to be incorporated are likely to be used; (e) free from all liens and encumbrances; and (f) free from all patent, trademark, copyright, trade secret or other intellectual property right infringement or claims.

1. In addition to any other rights of Buyer to cancel or terminate this Order or any Releases issued pursuant to this Order, Buyer may at its option immediately terminate all of any part of this Order or any Releases issued pursuant to this Order for Buyer’s convenience, at any time and for any or no reason by giving written notice to Seller. Upon receipt of notice of termination, Seller unless otherwise directed by Buyer shall: (i) terminate promptly all work under this Order; (ii) transfer title and delivery to Buyer the finished work, the work-in-progress and the parts and materials which Seller procured or acquired in accordance with this Order and issued Releases (iii) settle claims by subcontractors, if any, for actual costs that are rendered unrecoverable by such termination; and (iv) take actions reasonably necessary to protect property in Seller’s possession in which the Buyer has an interest.  Except as provided in this Section, Buyer shall not be liable for and shall not be required to make payments to Seller, directly or on account of claims by Seller’s subcontractors, for loss of anticipated profit, unabsorbed overhead, interest on claims, product development and engineering costs, facilities and equipment, rearrangement cost or rental, unamortized depreciation costs, or general and administrative burden charges arising from termination of this Order. Within twenty-one (21) days from the effective date of termination, Seller shall submit a comprehensive termination claim to Buyer with sufficient supporting data to permit Buyer’s audit and shall thereafter promptly furnish such supplemental and supporting information as Buyer shall request. Buyer or its agent shall have the right to audit and examine all books, records, facilities, work material, inventories and other Goods relating to any termination claim of Seller. Payment under this Section shall constitute the only liability of Buyer if this Order is terminated by Buyer for its convenience. Termination of this Order or any Release does not affect Seller’s obligations under this Agreement as to Goods delivered or obligations not dependent upon the delivery of Goods.
2. Buyer reserves the right to terminate this Order in whole or in part for default if: (i) Seller fails to perform in accordance with any of the requirement of this Order to make progress so as to endanger performance hereunder; (ii) Seller breaches or defaults under any agreement between Buyer and Seller; or (iii) Seller becomes insolvent or suspends its operations or if any petition is filed or proceeding commenced by or against Seller under any State or Federal law related to bankruptcy, arrangement, reorganization, receivership or assignment for the benefit of creditors. Any such termination will be without liability to Seller except for completed Goods delivered and accepted by Buyer, payment for which can be setoff against any damages due to Buyer. Buyer may require Seller to transfer title and deliver to Buyer any and all property produced or procured by Seller for performance of the work terminated and Seller shall be credited with the reasonable value thereof not to exceed Seller’s cost. Seller will be liable for damages caused by or resulting from its default including but not limited to excess of cost of procurement. Buyer shall, in addition, have all other rights provided by law arising from Seller’s default. If after a default termination, it is determined that Seller was not in default, the termination shall be considered to have been made pursuant to the preceding paragraph under this provision.
3. Because Buyer’s commitments to its Customers are made in reliance on Seller’s commitments under this and each Order, Seller has no right to terminate any Order.
4. In any event, if Seller’s terminates or does not fulfill the order in any way, Seller is responsible for all costs including but not limited to Financial Hedges, lost production, replacement of said order, additional costs associated with resourcing material and any and all actual labor costs.

In the event of fire, accidents, government acts, war, acts of terrorism, riots and other civil disturbances, or any other extraordinary event beyond either party’s reasonable control which prevent manufacture, transportation, delivery, acceptance or Buyer’s prompt utilization of the Goods covered by this Order, the affected party may, without any liability or penalty, delay delivery, manufacture, transportation, acceptance or utilization by written notice effective when received by the other party, until such event and consequences of such event of force majeure shall have terminated. Said notice of an event of force majeure shall contain the reason for any delay which the notifying party considers to be an event under the provisions of this paragraph. An event of force majeure shall not include events within the total or partial control of the party giving notice including, but not limited to, poor business judgment or estimates, material cost increases, currency fluctuations, labor shortages, or unanticipated engineering or technical difficulties. Furthermore, Seller specifically agrees that labor disputes at its facility do not constitute a force majeure. Notwithstanding the foregoing, in the event that any such force majeure shall cause Seller to fail to deliver or otherwise perform under this Order for a period of thirty (30) days, Buyer may terminate the Order immediately and find an alternative source for the Goods to be provided hereunder, all without liability or obligation to Seller.

1. Seller grants to Buyer a worldwide, nonexclusive, royalty-fee, irrevocable license to repair and have repaired, to reconstruct and have reconstructed, to make or have made the Goods ordered hereunder. Seller assigns to Buyer all right, title and interest in and to all trademarks, copyrights, patents, trade secrets, industrial design rights, drawings, data, designs, engineering instructions, models, specifications or other technical information, written, oral or otherwise, in any Goods prepared for Buyer in connection with this Order. Technical information and data furnished to Buyer in connection with this Order are disclosed on a non-confidential basis. To the extent that, by operation of law, Seller owns any intellectual property rights in the Goods, Seller hereby assigns to Buyer all rights, title and interest, including trademark, copyright patent and trade secret rights in such Goods. Seller shall ensure that any Subcontractors to Seller shall have contracts with Seller in writing consistent with the terms of this section.
2. Seller further agrees to defend, hold harmless and indemnify Buyer, its successors, employees and agents, against all claims, demands, losses, suits, damages, liability and expenses (including actual attorneys fees) arising from any suit, claim or action for actual or alleged direct or contributory infringement of, or inducement to infringe, any United Sates or foreign patent, trademark, copyright or industrial design right by reason of the manufacture, use or sale of the Goods including infringement arising out of compliance with specifications furnished by Buyer or for actual or alleged misuse or misappropriation of a trade secret resulting directly or indirectly from Seller’s actions. Seller further agrees to waive any claim against Buyer, including any hold harmless or similar claim, in any way related to a claim asserted against Seller or Buyer for patent, trademark, copyright or industrial design right infringement or the like, including claims arising out of compliance with specification furnished by Buyer. Upon becoming aware of such a claim, demand, suit or action, Buyer shall notify Seller and Seller, at Buyer’s option, and at Seller’s expense, will undertake defense of such a claim, demand, suit or action through counsel approved by Buyer, provided that Seller shall first obtain authorization from Buyer before settlement is made of the claim, demand, suit or action. In the alternative, Buyer may elect to undertake defense of such a claim, demand, suit or action, to the extent it is asserted against Buyer, and Seller shall reimburse Buyer on monthly basis for all expenses, actual attorney fees, and other costs incurred by Buyer.

1. Seller shall indemnify and hold harmless Buyer, its employees, agents and invitees from and against all liability, demands, claims, losses, costs, damage and expenses (including actual attorney fees) by reason of or on account of property damages, personal injury, death or other claims arising out of, as result of, or in connection with the performance of this Order, which is occasioned by defect in product and/or breach of this Order including warranty and acts of Seller, its employees, agents and invitees. The Seller waives the application of the doctrine of comparative negligence and other doctrines that may otherwise allocate the liability covered by Seller’s indemnity. Upon becoming aware of such a claim, demand, suit or action, Buyer shall notify Seller and Seller, at Buyer’s option, and at Seller’s expense, will undertake defense of such a claim, demand, suit or action through counsel approved by Buyer, provided that Seller shall first obtain authorization from Buyer before settlement is made of the claim, demand, suit or action if, the terms of such settlement could materially adversely affect Buyer, including any terms which admits the existence of a defect in Goods or a failure of Buyer to fully and faithfully perform its obligations. In the alternative, Buyer may elect to undertake defense of such a claim, demand, suit or action, to the extent it is asserted against Buyer, and Seller shall reimburse Buyer on monthly basis for all expenses, actual attorney fees, and other costs incurred by Buyer.
2. Seller shall procure and maintain at its sole expense insurance, with reputable insurance companies, which adequately covers Seller’s liability against Buyer and third parties. Buyer is entitled to require certain insurance coverage, including products liability, employer’s liability, workman’s compensation, general liability, public liability, property damage liability, completed operations liability, recall liability, business interruption and contractual liability, in the amounts acceptable and approved by Buyer. Seller shall provide to Buyer proof of such insurance upon Buyers request. Such policies shall provide cancellation only upon written notice to Buyer. Failure by Buyer to request proof of insurance from Buyer shall not constitute a waiver of the requirements provided for in this Section.

1. Seller shall comply with all applicable federal, state and local laws, executive orders, rule and regulations during the performance of this Order. The Seller warrants that: (i) all Goods sold of furnished under this Order will conform to and comply with OSHA standards and regulations; and (iii) for each chemical product or product containing a chemical substance, purchased under this Order, Seller will furnish Buyer a Material Safety Data Sheet (“MSDS”) in conformance with OSHA state and local requirements, unless current MSDS has previously been submitted by Seller to Buyer, Seller further warrants that all chemical substances delivered under this Order will conform to and comply with the TSCA and regulations issued thereunder. Seller agrees to indemnify and hold Buyer and its customers harmless for any loss, damage or expenses sustained because of Seller’s non-compliance with any applicable law.
2. Seller shall, where applicable: (i) comply with the North American Free Trade Agreement and the North American Free Trade Agreement Implementation Act; (ii) warrant that all sakes made hereunder shall be in compliance with the United States Anti-Dumping Law and Seller will indemnify, defend and hold Buyer harmless from and against any and all costs or expenses arising out of or in connection with any breach of this warranty; and (iii) upon request, furnish promptly certificates of local value added in accordance with government regulations pertaining thereto.
3. Seller agrees to indemnify and hold Buyer and its customers harmless for any loss, damage or expenses, including actual attorney’s fees, sustained because of Seller’s non-compliance with the requirements of this Section.

The rights and remedies of Buyer set forth herein shall be in addition to any other rights and remedies provided in law or equity and the failure of delay by Buyer to exercise any rights or remedies under this Order shall not operate as a general waiver thereof. No course of dealings between Seller and Buyer or any delay or omission of Buyer to exercise any right or remedy granted hereunder shall operate as a waiver of such rights, and every right and remedy of Buyer provided herein shall be cumulative, concurrent and in addition to any other further rights and remedies available in law or in equity.

The construction, interpretation and performance hereof and all transactions under shall be governed by the law of the State of Indiana, without regard to principles of conflicts of law. Any legal action involving this contract shall be initiated and prosecuted in Wells Circuit Court, Bluffton, IN. The United Nations Convention on the International Sale of Goods is expressly excluded. Seller specifically waives any and all objections to venue in such courts and agrees that a judgment or award against it resulting from any lawsuit or proceedings shall be conclusive and binding upon it and may be enforced in any other jurisdiction.

If Buyer institutes or defends against a proceeding or lawsuit requiring interpretation or enforcement of these Purchase Order Terms and Conditions and prevails, Buyer shall be entitles to recover its actual attorneys’ fees and costs.

The Terms and Conditions of this Order are severable and if any term, condition or portion of any term or condition is stricken or declared illegal, invalid or unenforceable for any reason whatsoever, the legality, validity, or enforceability of the remaining Terms and Conditions shall be not be affected thereby.

This Order, together with these Purchase Order Terms and Conditions, the attachments, exhibits and supplements specifically referred to in this Order, are intended by the parties as a complete and exclusive statement of the terms of their agreement. It supersedes all prior agreements, written or oral. No course of prior dealings between the parties and no usage of the trade may be used by Seller to supplement or explain any term used in an Order. In addition, all other purchasing manuals, guidelines and requirements available and updated from time to time through authorized links provided on the Buyer’s web site are incorporated by reference.