TERMS AND CONDITIONS OF PURCHASE
1. OFFER; ACCEPTANCE; EXCLUSIVE TERMS; IDENTITY OF BUYER. Each purchase order or purchase order revision issued by Buyer (“Order”) is an offer to Seller for the purchase of goods and/or services (“Supplies”) and includes and is governed by these Global Terms and Conditions of Purchase (collectively “Terms”). When accepted, the Order supersedes all prior agreements, orders, quotations, proposals and other communications regarding the goods and/or services covered by the Order, except that a signed prior agreement (such as an award letter, Statement of Work or Non-Disclosure Agreement) will continue to apply. Seller accepts the Order, including these Terms, and forms a contract by doing any of the following: (a) commencing any work under the Order; (b) accepting the Order in writing; (c) shipping goods to Buyer; or (d) any other conduct that recognizes the existence of a contract with respect to the subject matter of the Order. THE ORDER IS LIMITED TO AND CONDITIONAL UPON SELLER’S ACCEPTANCE OF THESE TERMS EXCLUSIVELY. The Order does not constitute an acceptance of any offer or proposal made by Seller. Any reference in the Order to any offer or proposal made by Seller is solely to incorporate the description or specifications of Supplies in the prior proposal, but only to the extent that the description or specifications do not conflict with the description and specifications in the Order. ANY ADDITIONAL OR DIFFERENT TERMS PROPOSED BY SELLER, WHETHER IN SELLER’S QUOTATION, ACKNOWLEDGEMENT, INVOICE OR OTHERWISE, ARE UNACCEPTABLE TO BUYER, ARE EXPRESSLY REJECTED BY BUYER, AND WILL NOT BECOME PART OF THE ORDER. Any modification of Buyer’s Terms must be expressly stated in the Order. Each Order can be modified only under Section 35. The Buyer is Anderson-Cook, Inc., which is doing business as MRA Industries and as LM Gear Company.

2. TIME PERIOD OF ORDER. Subject to Buyer’s termination rights provided herein, and unless stated in an award letter, supply agreement, or long-term agreement, or unless expressly provided on the face of a purchase order, the agreement formed by the Order is binding on the parties for the “life of the program” of the platform for which the Supplies are required by Buyer, or as long as Buyer continues to be the supplier of record for such program. In the event that there is a specific expiration date stated in any Order or a signed agreement, that expiration date will control.

3. QUANTITIES; MATERIAL RELEASES; DELIVERY. Buyer agrees to buy exclusively from Seller, and Seller agrees to sell, 100% of Buyer’s requirements for the Supplies. Quantities listed in each Order as estimated are Buyer’s best estimate of the quantities of Supplies it might purchase from Seller for the contract term specified in the Order. If no quantity is stated or if the quantity is stated as zero: (a) Seller is obligated to supply all of Buyer’s stated requirements for the Supplies in quantities as specified by Buyer from time to time in material authorization releases, manifests, broadcasts, or similar releases (“Material Releases”); and (b) Buyer is required to purchase no less than one piece or unit of each of the Supplies that are goods and no more than those quantities identified as firm orders in Material Releases that are transmitted to Seller during the term of the Order. If the Order covers services, Buyer is required to purchase such services to the extent expressly stated in a Statement of Work signed by Buyer. If “price” is stated as 1.000 on an Order covering installment performance of a fixed total quantity, then quantity is 1 and the number shown under “quantity” is the price. Buyer may require Seller to participate in electronic data interchange or similar inventory management program, at Seller’s expense, for notification of Material Releases, shipping confirmation and other information. Buyer may purchase additional quantities of the listed Supplies using Material Releases. Time and quantities are of the essence under the Order. Seller agrees to 100% on-time delivery of the quantities and at the times specified by Buyer, as stated in the Order and related Material Releases. Buyer may change the rate of scheduled shipments or direct temporary suspension of scheduled shipments, neither of which entitles Seller to modify the price for Supplies. Buyer is not obligated to accept early deliveries, late deliveries, partial deliveries or excess deliveries. Unless otherwise agreed in writing by Buyer, the risk of loss passes from Seller to Buyer upon delivery to Buyer’s transportation carrier (or if shipment is by Seller or common carrier, then upon delivery to Buyer’s designated facility), but title passes to Buyer only upon receipt by Buyer at Buyer’s facility where the Supplies are to be used.

4. PRICES. Unless expressly agreed to in an award letter, supply agreement, or long-term agreement, or unless expressly stated on the face of a purchase order, the prices for Supplies shall be fixed throughout the duration of this agreement. Seller represents and warrants to Buyer that, unless expressly agreed to in writing by Buyer, Seller shall not increase its prices for Supplies, or impose or charge any surcharges to Buyer, including specifically any increase or surcharge based upon changes in raw material or component pricing, labor or overhead. In the event that Buyer expressly agrees in writing to accept surcharges, such surcharges shall be fully substantiated and supported with written evidence and shall be based on the American Metals Market index. Seller represents and warrants that, throughout the duration of this agreement, the prices charged to Buyer for Supplies is at least as low as the price charged by Seller to buyers of a class similar to Buyer under conditions similar to those specified in the Order and that all prices comply with all applicable governmental laws and regulations in effect at the time of quotation, sale and delivery. Seller agrees that any price reduction implemented by Seller for any Supplies or related charges will apply to all shipments of such Supplies under the Order from and after Seller’s implementation of the price reduction. Seller represents and warrants that, throughout the duration of this agreement, the prices charged to Buyer for Supplies remains competitive with the price for similar goods available to Buyer from other sellers. Seller agrees to participate in Buyer’s cost savings and productivity programs and initiatives and to implement Seller’s own cost savings and productivity programs and initiatives to reduce Buyer’s costs. In the event that, at any time during the agreement, Buyer believes that Seller has failed to comply with this Section, Buyer may notify Seller in writing of such failure and demand that Buyer comply with this Section in any manner Buyer believes in good faith will bring Seller into compliance, including but not limited to requesting that Seller provide new price quotes for the Supplies. In the event Seller fails to comply with this Section, Buyer may elect to terminate the agreement and purchase the Supplies from another seller, by first giving Buyer 30-days written notice of the price at which other sellers are willing to supply similar goods, and an opportunity to match the lowest price quoted by other sellers. If, within 30 days after Buyer provides written notice, Seller fails to accept the lowest available price quoted to Buyer by other suppliers, Buyer may terminate this agreement as set forth in Sections 18 and 19.

5. INVOICING AND PRICING; FREIGHT. Except as expressly stated in the Order under the heading “Freight,” the price of Supplies includes storage, handling, packaging and all other expenses and charges of Seller. Except as otherwise stated in the Order, Supplies will be shipped FCA (loaded) at Seller’s final production location, using Buyer’s transportation. All invoices for the Supplies must reference the Order number, amendment or release number, Buyer’s part number, Seller’s part number where applicable, quantity of pieces in the shipment, number of cartons or containers in the shipment, bill of lading number, and other information required by Buyer. Buyer will pay proper invoices complying with all of the terms of the Order. The total price also includes all duties and taxes except for any governmentally imposed value added tax (VAT), which must be shown separately on Seller’s invoice for each shipment. Buyer is not responsible for any business activity taxes, payroll taxes or taxes on Seller’s income or assets. Seller will pay all premium freight costs over normal freight costs if Seller needs to use an expedited shipping method to meet agreed delivery dates due to its own acts or omissions. Seller will pay any costs incurred by Buyer, including costs charged by Buyer’s customer(s) to Buyer, as a result of Seller’s failure to comply with shipping or delivery requirements.

6. PACKAGING; MARKING; SHIPPING; DISCLOSURE; SPECIAL WARNINGS OR INSTRUCTIONS. Seller will: (a) properly pack, mark, and ship Supplies according to the requirements of Buyer, the involved carriers and the country of destination; (b) route the shipments according to Buyer’s instructions; (c) label or tag each package according to Buyer’s instructions; (d) provide papers with each shipment showing the Order number, amendment or release number, Buyer’s part number, Seller’s part number (where applicable), number of pieces in the shipment, number of containers in the shipment, Seller’s name and number, and the bill of lading number; and (e) promptly forward the original bill of lading or other shipment receipt for each shipment according to Buyer’s instructions and carrier requirements. Seller will promptly provide Buyer with the following information in the form requested by Buyer: (i) a list of all ingredients and materials in Supplies; (ii) the amount of all ingredients, and (iii) information concerning any changes in or additions to the ingredients.

7. INSPECTION; NON-CONFORMING GOODS/SERVICES; AUDIT. Buyer may enter Seller’s facility to inspect the facility, Supplies, materials, and any of Buyer’s property related to the Order. Buyer’s inspection of Supplies, whether during manufacture, prior to delivery, or within a reasonable time after delivery, does not constitute acceptance of any work-in-process or finished goods. Buyer’s acceptance, inspection, or failure to inspect does not relieve Seller of any of its responsibilities or warranties. Nothing in the Order releases Seller from the obligation of testing, inspection and quality control. If defective Supplies are shipped to and rejected by Buyer, the quantities under the Order will be reduced unless Buyer otherwise notifies Seller. Seller will not replace reduced quantities without a new Material Release from Buyer. In addition to other remedies available to Buyer: (i) Seller agrees to accept return, at Seller’s risk and expense at full invoice price, plus transportation charges, and to replace defective Supplies as Buyer deems necessary; (ii) Buyer may have corrected at any time prior to shipment from Buyer’s plant Supplies that fail to meet the requirements of the Order; and/or (iii) Seller will reimburse Buyer for all reasonable expenses that result from any rejection or correction of defective Supplies. Seller will document corrective actions within a commercially reasonable period after receipt of a defective sample and will take whatever measures necessary to correct the defect. Payment for nonconforming Supplies is not an acceptance, does not limit or impair Buyer’s right to assert any legal or equitable remedy, and does not relieve Seller’s responsibility for latent defects. Upon reasonable notice to Seller, either Buyer or its direct or indirect customers may conduct audits at Seller’s production facility for the purpose of quality, cost or delivery verification. Seller will ensure that the terms of its contracts with its subcontractors provide Buyer and its customers with all of the rights specified in this Section.

8. PAYMENT. Buyer will pay proper invoices on the payment terms stated in the Order. Invoices for tooling and/or capital equipment must be issued only as approved, as provided in the Order. Buyer may withhold payment pending receipt of evidence, in the form and detail requested by Buyer, of the absence of any liens, encumbrances, or claims on Supplies provided under the Order. Payment will be made in the currency expressly stated in the Order; if no such currency is noted, payment will be made in U.S. Dollars. Payment will be made by mailing on or before the due date unless otherwise expressly agreed by Buyer.   Payment terms are net 60 days.

9. CHANGES. Buyer reserves the right to direct changes, or to cause Seller to make changes, to drawings, specifications, sub-suppliers, samples or descriptions of Supplies. Buyer also reserves the right to otherwise change the scope of the work covered by the Order, including work with respect to such matters as inspection, testing or quality control. Buyer may also direct the supply of raw materials from itself or from third parties. Seller will promptly make any such requested change. In order for Seller to request a reasonable difference in price or time for performance as a result of such a change, Seller must notify Buyer of its request in writing within ten days after receiving notice of the change. Buyer can request additional documentation from Seller relating to any change in specifications, price or time for performance. Seller will not make any change in the Supplies’ design, specifications, processing, packing, marking, shipping, price or date or place of delivery except at Buyer’s written instruction or with Buyer’s written approval.

10. WARRANTIES. Seller expressly warrants and guarantees to Buyer, to Buyer’s successors, assigns and customers, that all Supplies delivered to Buyer will: (a) conform to the specifications, standards, drawings, samples, descriptions and revisions as furnished to or by Buyer; (b) conform to all applicable laws, orders, regulations and standards in countries where Supplies or vehicles or other products incorporating Supplies are to be sold, including without limitation the National Traffic and Motor Vehicle Safety Act, United States motor vehicle safety standards and European Union Directive 2000/53/EC; (c) be merchantable and free of defects in design (to the extent designed by Seller), materials and workmanship; and (d) be selected, designed (to the extent designed by Seller), manufactured and assembled by Seller based upon Buyer’s stated use and be fit and sufficient for the purposes intended by Buyer. The warranty period is the longest of: three years from the date Buyer accepts the Supplies; the warranty period provided by applicable law; or the warranty period offered by Buyer or Buyer’s customer to end-users for Supplies installed on or as part of vehicles. For all services, Seller further warrants that its work will be performed in a professional and workmanlike manner, consistent with all standards and specifications agreed on with Buyer and otherwise consistent with industry standards. Seller will immediately notify Buyer in writing when it becomes aware of any ingredient, component, design or defect in Supplies that is or may become harmful to persons or property. Buyer’s approval of any design, drawing, material, process or specifications will not relieve Seller of these warranties.

11. SUPPLIER STANDARDS, QUALITY AND DEVELOPMENT; PPAP; REQUIRED PROGRAMS. Seller will conform to the quality control and other standards and inspection systems as established or directed by Buyer and Buyer’s customer, including without limitation quality control policies, ISO 9001:2000 or ISO/TS 16949:2002 quality certification, OHSAS 18001 health and safety certification and ISO 14001 environmental certification including registration. Seller will also participate in Buyer’s supplier quality and development programs as directed by Buyer. Seller agrees to meet the full requirements of industry Production Part Approval Processes (PPAP) as specified by Buyer and (as applicable) Buyer’s customer(s) and agrees to present this information to Buyer upon request, at the level requested.

12. SERVICE AND REPLACEMENT PARTS. For five years after a vehicle design or specific part concludes production (unless a different period is agreed in writing by the parties or stated in Buyer’s applicable Statement of Work or Supplier Standards Manual, if applicable), Seller will supply Buyer’s written “service parts” orders for the same Supplies, component parts and materials at the price(s) set forth in the Order plus any actual cost differential for special packaging. If the Supplies are systems or modules, Seller will sell each component or part at a price that does not, in the aggregate, exceed the system or module price specified in the Order, less assembly costs, plus any actual cost differential for packaging. For an additional five years, or so long as Buyer’s customer requires service parts, whichever is longer (or a different period if agreed in writing by the parties or stated in Buyer’s applicable Statement of Work or Supplier Standards Manual, if applicable), Seller will sell Supplies to Buyer in order to fulfill Buyer’s past model service and replacement parts requirements, at price(s) based on the most recent price(s) under the Order, taking into account actual, documented differences in the cost of materials, packaging, and costs of production after any of Buyer’s current model purchases have been completed, as mutually and reasonably agreed by the parties. At Buyer’s request, Seller will make service literature and other materials available at no additional charge to support Buyer’s service part sales activities.

13. REMEDIES. The rights and remedies reserved to Buyer in the Order will be cumulative with and in addition to all other or legal or equitable remedies. Seller will reimburse Buyer for any incidental or consequential damages caused by Seller’s breach or by nonconforming Supplies, including without limitation costs, expenses and losses incurred directly or indirectly by Buyer or its customer(s): (a) in inspecting, sorting, repairing or replacing the nonconforming Supplies; (b) resulting from production interruptions; (c) conducting recall campaigns or other corrective service actions; or (d) resulting from personal injury (including death) or property damage caused by the nonconforming Supplies. Buyer’s damages include reasonable legal and professional fees incurred by Buyer. If requested by Buyer, Seller will enter into a separate agreement for the administration or processing of warranty charge-backs for nonconforming Supplies, and will participate in and comply with warranty reduction or related programs as directed by Buyer that relate to the Supplies. In any action brought by Buyer to enforce Seller’s obligations in connection with the production or delivery of Supplies or transition support, or for possession of property, the parties agree that Buyer does not have an adequate remedy at law and Buyer is entitled to an immediate order for specific performance of Seller’s obligations, plus Buyer’s reasonable attorneys’ fees.

14. COMPLIANCE WITH LAWS; ETHICS. Seller, and any Supplies supplied by Seller, will comply with all applicable laws, including rules, regulations, orders, conventions, ordinances and standards, that relate to the manufacture, labeling, transport, import, export, licensing, approval or certification of the Supplies, including laws relating to environmental matters, hiring, wages, hours and conditions of employment, subcontractor selection, discrimination, occupational health or safety and motor vehicle safety. The Order incorporates by reference all clauses required by these laws. All materials used by Seller in the Supplies or in their manufacture will satisfy current governmental and safety constraints on restricted, toxic and hazardous materials as well as environmental, electrical and electromagnetic considerations that apply to the country of manufacture, sale or destination.

15. CUSTOMER REQUIREMENTS. As directed by Buyer in writing, Seller agrees to comply with the applicable terms of any agreements between Buyer and its customer(s) to which Buyer provides the Supplies (as incorporated into products supplied to such customer(s)). Buyer may in its discretion supply Seller with information regarding purchase orders from its customer(s). Seller will be responsible for ascertaining how such customer purchase order information affects Seller’s obligations under the Order, and Seller will meet all such disclosed customer terms to the extent within Seller’s control. By written notice to Seller, Buyer may elect to have the provisions of this Section prevail over any conflicting term between the Buyer and Seller. If Buyer was directed by its customer to purchase from Seller and Seller has negotiated commercial terms with that customer: (a) within three business days of any change in price, specifications or other terms negotiated or proposed between Seller and the customer, Seller will notify buyer in writing and will immediately adjust its invoices to reflect any price reduction, provided that no change will be binding on Buyer without Buyer's specific written consent; (b) during the term of the Order and for an additional three years, Buyer may conduct one or more audits of the Order and any such changes, and Seller will retain all pertinent records and cooperate fully with the audit; and (c) if such audit shows Seller's noncompliance, Seller will reimburse buyer for any price discrepancy or other loss caused by its noncompliance, together with interest at an annual rate of 12% plus the cost of the audit.

16. INDEMNIFICATION. To the fullest extent permitted by law, Seller will defend, indemnify and hold harmless Buyer, Buyer’s customers (both direct and indirect, including manufacturers of vehicles in which Supplies are incorporated), and dealers and users of the products sold by Buyer (or the vehicles in which they are incorporated) and all of their respective agents, successors and assigns, against all damages, losses, claims, liabilities and expenses (including reasonable attorneys’ and other professional fees, settlements and judgments) arising out of or resulting from any defective Supplies, or from any negligent or wrongful act or omission of Seller or Seller’s agents, employees or subcontractors, or any breach or failure by Seller to comply with any of Seller’s representations or other terms and conditions of an Order (including any part of these Terms). If Seller performs any work on Buyer’s or Buyer’s customer’s premises or utilizes the property of Buyer or Buyer’s customer, whether on or off Buyer’s or Buyer’s customer’s premises: (a) Seller will examine the premises to determine whether they are safe for the requested services and will advise Buyer promptly of any situation it deems to be unsafe; (b) Seller’s employees, contractors, and agents will comply with all regulations that apply to the premises and may be removed from Buyer’s premises at Buyer’s discretion; (c) Seller’s employees, contractors, and agents will not possess, use, sell, transfer or be under the influence of alcohol or unauthorized, illegal, or controlled drugs or substances on the premises; and (d) to the fullest extent permitted by law, Seller will indemnify and hold Buyer and Buyer’s customer, and their respective agents, successors and assigns, harmless from and against any liability, claims, demands or expenses (including reasonable attorneys’ and other professional fees, settlements and judgments) for damages to the property of or personal injuries to Buyer, its customer, their respective agents, or any other person or entity to the extent arising from or in connection with Seller’s work on the premises or Seller’s use of Buyer’s or Buyer’s customer’s property, except to the extent caused by Buyer’s sole negligence.

17. FINANCIAL REVIEW; INSOLVENCY. Buyer or a third party designated by Buyer may at any time review the financial condition of Seller and its affiliates, and Seller will fully cooperate in such review and will promptly provide copies of or access to requested documents, including without limitation financial records and statements, forecasts, business plans, banking contacts and loan documents, and will make its financial managers available for discussions during reasonable business hours. Buyer and any designated third party will keep confidential any nonpublic information about Seller obtained in a financial review and use such information only for purposes of the review, except as needed to enforce the Order. The Order may be terminated immediately by Buyer without liability to Seller if any of the following or comparable events occur, and Seller will reimburse Buyer for all costs incurred by Buyer in connection with any of the following, including without limitation attorneys’ and other professional fees: (a) Seller becomes insolvent; (b) Seller files a voluntary petition in bankruptcy; (c) an involuntary petition in bankruptcy is filed against Seller; (d) a receiver or trustee is appointed for Seller; (e) Seller needs accommodations from Buyer, financial or otherwise, in order to meet its obligations under the Order; or (f) Seller executes an assignment for the benefit of creditors.

18. TERMINATION FOR BREACH OR NONPERFORMANCE. Buyer may also terminate all or any part of the Order, without liability to Seller, if Seller: (a) repudiates, breaches or threatens to breach any of the terms of the Order; (b) fails or threatens not to deliver Supplies or perform services in connection with the Order; (c) fails to make progress or to meet reasonable quality requirements so as to endanger timely and proper completion or delivery of Supplies and does not correct the failure or breach within 10 days (or such shorter period of time if commercially reasonable under the circumstances) after receipt of written notice from Buyer specifying the failure or breach; or (d) enters or offers to enter into a transaction that includes a sale of a substantial portion of its assets used for the production of Supplies for Buyer or a merger, sale or exchange of stock or other equity interests that would result in a change in control of Seller. Seller will notify Buyer within ten days after entering into any negotiations that could lead to the situation specified in subsection (d) above, provided that upon Seller’s request, Buyer will enter into an appropriate nondisclosure agreement related to information disclosed to Buyer in relation to such transaction.

19. ADDITIONAL TERMINATION PROVISIONS. In the event that, at any time during the agreement, Buyer believes that the quality, delivery or price of the Supplies are not acceptable or competitive with other suppliers, Buyer may notify Seller in writing of such deficiencies, and demand that Seller cure the deficiencies within 10 days. In the event Seller fails to cure the deficiencies within 10 days, Buyer may elect to terminate the agreement and purchase the Supplies from another seller.

20. TRANSITION OF SUPPLY. In connection with termination of the Order by either party or Buyer’s other decision to change to an alternate source of Supplies, Seller will cooperate in the transition of supply, including the following: (a) Seller will continue production and delivery of all Supplies as ordered by Buyer, at the prices and other terms stated in the Order, without premium or other condition, during the entire period reasonably needed by Buyer to complete the transition to the alternate supplier(s), such that Seller’s action or inaction causes no interruption in Buyer’s ability to obtain Supplies as needed; (b) at no cost to Buyer, Seller will promptly provide all requested information and documentation regarding and access to Seller’s manufacturing process, including on-site inspections, bill-of-material data, tooling and process detail and samples of Supplies and components; and (c) subject to Seller’s reasonable capacity constraints, Seller will provide special overtime production, storage and/or management of extra inventory of Supplies, extraordinary packaging and transportation and other special services (collectively, “Transition Support”) as expressly requested by Buyer in writing. If the transition occurs for reasons other than Seller’s termination or breach, Buyer will, at the end of the transition period, pay the reasonable, actual cost of Transition Support as requested and incurred, provided that Seller has advised Buyer prior to incurring such amounts of its estimate of such costs. If the parties disagree on the cost of Transition Support, Buyer will pay the agreed portion to Seller and pay the disputed portion into third-party escrow for disbursement by arbitration.

21. FORCE MAJEURE. Any delay or failure of either party to perform its obligations will be excused if and to the extent that it is caused by an event or occurrence beyond the reasonable control of the party and without its fault or negligence, such as: acts of God; restrictions, prohibitions, priorities or allocations imposed or actions taken by a governmental authority; embargoes; fires; explosions; natural disasters; riots; wars; sabotage; inability to obtain power; or court injunction or order. The change in cost or availability of materials, components or services based on market conditions, supplier actions or contract disputes will not constitute force majeure, and Seller assumes these risks. As soon as possible (but no more than one full business day) after the occurrence, Seller will provide written notice describing such delay and assuring Buyer of the anticipated duration of the delay and the time that the delay will be cured. During the delay or failure to perform by Seller, Buyer may at its option: (a) purchase Supplies from other sources and reduce its schedules to Seller by such quantities, without liability to Seller; (b) require Seller to deliver to Buyer at Buyer’s expense all finished goods, work in process and parts and materials produced or acquired for work under the Order; or (c) have Seller provide Supplies from other sources in quantities and at a time requested by Buyer and at the price set forth in the Order. In addition, Seller at its expense will take all necessary actions to ensure the supply of Supplies to Buyer for a period of at least 30 days during any anticipated labor disruption or resulting from the expiration of Seller’s labor contracts.

22. PROPRIETARY RIGHTS. Seller agrees: (a) to defend, hold harmless and indemnify Buyer, its successors and customers against claims of direct or contributory infringement or inducement to infringe any proprietary right (including any patent, trademark, copyright, moral, industrial design right or misuse or misappropriation of trade secret) and against any resulting damages or expenses, including attorneys’ and other professional fees, settlements and judgments, arising in any way in relation to Supplies procured or provided by Seller (including without limitation their manufacture, purchase, use and/or sale), including such claims where Seller has provided only part of Supplies, and Seller expressly waives any claim against Buyer that such infringement arose out of compliance with Buyer’s specification, except to the extent such infringement is actually embodied in designs created by Buyer and provided in writing to Seller; (b) to waive any claim against Buyer, including any hold-harmless or similar claim, in any way related to a third-party claim asserted against Seller or Buyer for infringement of any proprietary right (including any patent, trademark, copyright, moral, industrial design right or misuse or misappropriation of trade secret); (c) that Buyer and its subcontractors and direct or indirect customers have the worldwide, irrevocable right to repair, reconstruct or rebuild, and to have repaired, reconstructed or rebuilt, Supplies delivered under the Order without payment of any royalty or other compensation to Seller; (d) that manufactured parts based on Buyer’s designs, drawings or specifications may not be used for Seller’s own use or sold to third parties without Buyer’s express written consent; (e) to assign to Buyer each invention, discovery or improvement (whether or not patentable) that is conceived or first reduced to practice by Seller, or by any person employed by or working under the direction of Seller, in the performance of the Order; (f) to promptly disclose in an acceptable form to Buyer all such inventions, discoveries or improvements and to cause its employees to sign any papers necessary to enable Buyer to obtain title to and to file applications for patents throughout the world; (g) to the extent that the Order is issued for the creation of copyrightable works, that the works will be considered “works made for hire,” and to the extent that the works do not qualify as such, to assign to Buyer upon delivery thereof all right, title and interest in all copyrights and moral rights therein (including any source code); and (h) not to assert any claim against Buyer, Buyer’s customers, or their respective suppliers, with respect to any technical information that Seller has disclosed or may disclose to Buyer in connection with the Supplies covered by the Order, except to the extent expressly covered by a separate written confidentiality and/or license agreement signed by Buyer or by a valid patent expressly disclosed to Buyer prior to or at the time of the Order.   Except as expressly agreed by Buyer in a signed writing, all Supplies or other deliverables provided under the Order (including without limitation computer programs, technical specifications, documentation and manuals) will be original to Seller and will not incorporate any intellectual property rights (including copyright, patent, trade secret or trademark rights) of any third party. Except as expressly agreed by Buyer in a signed writing, all deliverables of services provided under the Order, and all related intellectual property rights, are owned solely by Buyer. Seller will ensure that the terms of its contracts with its subcontractors and employees are consistent with the terms of this Section. At no additional cost, Seller will grant Buyer a license to use additional or background intellectual property owned by Seller that is necessary or incident to the reasonably intended use or application of the Supplies.

23. BUYER’S PROPERTY. All tooling (including fixtures, gauges, jigs, patterns, castings, cavity dies and molds, with all related appurtenances, accessions, and accessories), packaging and all documents, standards or specifications, trade secrets, proprietary information and other materials and items furnished by Buyer, either directly or indirectly to Seller to perform the Order or for which Buyer has agreed to reimburse Seller (collectively, “Buyer’s Property”), will become property of Buyer or its customer (including passage of title) as it is fabricated or acquired, regardless of payment. Buyer’s Property will be held by Seller or by a third party, to the extent that Seller has transferred possession of Buyer’s Property to a third party, on a bailment basis as a bailee-at-will. Seller bears the risk of loss of and damage to Buyer’s Property. Seller is solely responsible for inspecting, testing and approving all Buyer’s Property prior to any use, and Seller assumes all risk of injury to persons or property arising from Buyer’s Property. Buyer’s Property will be housed, maintained, repaired and replaced by Seller at Seller’s expense in good working condition capable of producing Supplies meeting all applicable specifications, will not be used by Seller for any purpose other than the performance of the Order, will be deemed to be personalty, will be conspicuously marked by Seller as the property of Buyer, will not be commingled with the property of Seller or with that of a third person, and will not be moved from Seller’s premises without Buyer’s approval. Seller will insure Buyer’s Property with full fire and extended coverage insurance for its replacement value. Any replacement of Buyer’s Property will become Buyer’s property. Seller may not release or dispose Buyer’s Property to any third party without the express written permission of Buyer. Buyer will have the right to enter Seller’s premises to inspect Buyer’s Property and Seller’s records regarding Buyer’s Property. Only Buyer (or Buyer’s affiliates) has any right, title or interest in Buyer’s Property, except for Seller’s limited right, subject to Buyer’s sole discretion, to use Buyer’s Property in the manufacture of Supplies. Buyer and its affiliates have the right to take immediate possession of Buyer’s Property at any time without payment of any kind.   Seller agrees to cooperate with Buyer if Buyer elects to take possession of Buyer’s Property. Effective immediately upon written notice to Seller, without further notice or legal action, Buyer has the right to enter the premises of Seller and take possession of all of Buyer’s Property. Seller expressly waives any right to additional notice or process and agrees to provide Buyer or its nominee(s) with immediate access to Buyer’s Property. Seller grants to Buyer a limited and irrevocable power of attorney, coupled with an interest, to execute and record on Seller’s behalf any notice financing statements with respect to Buyer’s Property that Buyer determines are reasonably necessary to reflect Buyer’s interest in Buyer’s Property. At Buyer’s request, Buyer’s Property will be immediately released to Buyer or delivered by Seller to Buyer either (i) FCA (loaded) transport equipment at Seller’s plant, properly packed and marked in accordance with the requirements of Buyer’s selected carrier, or (ii) to any location designated by Buyer, in which case Buyer will pay Seller the reasonable costs of delivery. Seller waives, to the extent permitted by law, any lien or other rights that Seller might otherwise have on any of Buyer’s Property, including but not limited to molder’s and builder’s liens.

24. SELLER’S PROPERTY. Seller, at its expense, will furnish, keep in good working condition capable of producing Supplies meeting all applicable specifications, and replace when necessary, all machinery, equipment, tools, jigs, dies, gauges, fixtures, molds, patterns and other items that are not Buyer’s Property and that are necessary for the production of Supplies (“Seller’s Property”). Seller will insure Seller’s Property with full fire and extended coverage insurance for its replacement value. If Seller uses Seller’s Property to produce goods or services similar to Supplies for other customers, including aftermarket customers, such goods or services will not incorporate any of Buyer’s logos, trademarks, tradenames or part numbers. Seller will not disclose or imply in its marketing efforts that such goods or services are equivalent to those purchased by Buyer. Seller grants to Buyer an irrevocable option to take possession of and title to Seller’s Property that is special for the production of Supplies under the Order upon payment to Seller of its net book value less any amounts that Buyer has previously paid to Seller for the cost of such items. This option does not apply if Seller’s Property is used to produce goods that are the standard stock of Seller or if a substantial quantity of like goods are being sold by Seller to others.

25. TOOLING; CAPITAL EQUIPMENT. This Section applies only to orders for tooling and/or capital equipment. Seller will provide to Buyer, as requested, access to Seller’s premises and all documentation relating to the tooling and/or capital equipment, prior and subsequent to payment, to inspect work performed and to verify charges submitted by Seller against the Order. The price set forth in the Order will be adjusted to credit Buyer in the amount, if any, by which the price exceeds Seller’s actual cost as verified. If Seller does not provide such access and documentation, Buyer may determine in its reasonable discretion an appropriate adjustment based on estimated costs. Seller will retain all cost records for a period of two years after receiving final payment of the charges. All tools and equipment are to be made to Buyer’s specifications (or, where directed by Buyer, those of Buyer’s customer). Any exception to such specifications must be stated in writing on the Order or otherwise in a signed writing by Buyer. To the extent the Order expressly states that it is for “tooling” or “capital equipment” and unless otherwise stated in the Order, freight terms are DDP Buyer’s facility – Freight Collect, and Seller should not prepay or add freight charges.

26. SET-OFF; RECOUPMENT. In addition to any right of setoff or recoupment provided by law, all amounts due to Seller will be considered net of indebtedness of Seller and its affiliates or subsidiaries to Buyer and its affiliates or subsidiaries. Buyer will have the right to set off against or to recoup from any payment or other obligation owed to Seller, in whole or in part, any amounts due to Buyer or its affiliates or subsidiaries from Seller or its affiliates or subsidiaries. Buyer will provide Seller with a statement describing any offset or recoupment taken by Buyer.

27. CONFIDENTIALITY. Seller acknowledges that proprietary and confidential information will be received from Buyer or developed for Buyer under the Order, regardless of whether such information is marked or identified as confidential. All terms of the Order are deemed proprietary and confidential information of Buyer. Seller agrees to keep all proprietary or confidential information of Buyer in strictest confidence, and further agrees not to disclose or permit disclosure to others, or use for other than the purpose of the Order, any proprietary and confidential information of Buyer. Following the expiration or termination of the Order, upon Buyer’s request, Seller will promptly deliver to Buyer any and all documents and other media, including all copies thereof and in whatever form, that contain or relate to Buyer’s confidential or proprietary information. Seller’s obligations under this Section will continue for a period of five years from the date of disclosure of information covered by this Section, unless a longer period is specified in writing by Buyer. The restrictions and obligations of this Section will not apply to information that: (a) is already publicly known at the time of its disclosure by Buyer; (b) after disclosure by Buyer becomes publicly known through no fault of Seller; or (c) Seller can establish by written documentation was properly in its possession prior to disclosure by Buyer or was independently developed by Seller without use of or reference to Buyer’s information. Notwithstanding anything to the contrary in these Terms, any confidentiality or non-disclosure agreement between the parties that predates the Order will remain in effect except as expressly modified by the Order, and to the extent of a conflict between the express terms of such an agreement and this Section, the terms of that agreement will control.

28. NO PUBLICITY. Seller will not advertise, publish or disclose to any third party (other than to Seller’s professional advisors on a confidential and need-to-know basis) in any manner the fact that Seller has contracted to furnish Buyer the Supplies covered by the Order or any terms of the Order (including prices), or use any trademarks or trade names of Buyer in any press release, advertising or promotional materials, without first obtaining Buyer’s written consent.

29. RELATIONSHIP OF PARTIES. Seller and Buyer are independent contracting parties and nothing in the Order will make either party the employee, agent or legal representative of the other for any purpose. The Order does not grant either party any authority to assume or to create any obligation on behalf of or in the name of the other. Seller will be solely responsible for all employment and income taxes, insurance premiums, charges and other expenses it incurs in connection with its performance of the Order, except as expressly provided in a written agreement signed by Buyer. All employees and agents of Seller or its respective contractors are employees or agents solely of Seller or such contractors, and not of Buyer, and are not entitled to employee benefits or other rights accorded to Buyer’s employees. Buyer is not responsible for any obligation with respect to employees or agents of Seller or its contractors.

30. CONFLICT OF INTEREST. Seller represents and warrants that its performance of the Order will not in any way conflict with any continuing interests or obligations of Seller or its employees or contractors. Seller further warrants that while the Order is in effect, Seller and those of its employees and contractors participating in the performance of the Order will refrain from any activities which could reasonably be expected to present a conflict of interest with respect to Seller’s relationship with Buyer or its performance of the Order.

31. NON-ASSIGNMENT. Seller may not assign or delegate its obligations under the Order without Buyer’s prior written consent. In the event of any approved assignment or delegation authorized by Buyer, Seller retains all responsibility for Supplies, including all related warranties and claims, unless otherwise expressly agreed in writing by Buyer.

32. GOVERNING LAW; ARBITRATION; JURISDICTION. The Order will be governed by the laws of the State of Michigan and the United States of America. The provisions of the United Nations Convention on Contracts for the International Sale of Goods, and any conflict-of-laws provisions that would require application of another choice of law, are excluded. The arbitration provisions of this Section will be governed by the United States Federal Arbitration Act. At Buyer’s option, exercised by written notice any time before or within 30 days following the service of process in a legal action, any dispute regarding the Supplies, the Order, the validity of the Order or any of these Terms, or any other matter between the parties (other than requests for equitable or injunctive relief or specific performance) will be resolved by binding arbitration, conducted in the English language using a single arbitrator. The arbitration will be conducted under the commercial arbitration rules of the American Arbitration Association (AAA) in Southfield, Michigan, USA; and the arbitrator will be selected from an AAA list using the AAA-recommended selection method. The arbitrator will issue written findings of fact and conclusions of law, and may award attorneys’ fees and costs to the substantially prevailing party. In no event will any party be awarded punitive or exemplary damages. The award of the arbitrator will be enforceable in any court of competent jurisdiction. In all other cases, including any request for equitable or injunctive relief, the parties agree and consent to the exclusive jurisdiction of the Circuit Court for Macomb County, Michigan or the U.S. District Court for the Eastern District of Michigan, as applicable, provided that Buyer may elect to bring an action against Seller in any court having jurisdiction over Seller.

33. SEVERABILITY; NO IMPLIED WAIVER. If any term of the Order is invalid or unenforceable under any statute, regulation, ordinance, executive order or other rule of law, the term will be deemed reformed or deleted, as the case may be, but only to the extent necessary to comply with applicable law. The remaining provisions of the Order will remain in full force and effect. The failure of either party at any time to require performance by the other party of any provision of the Order will not affect the right to require performance at any later time, nor will the waiver of either party of a breach of any provision of the Order constitute a waiver of any later breach of the same or other provision of the Order.

34. SURVIVAL. The obligations of Seller to Buyer survive termination of the Order, except as otherwise provided in the Order.

35. ENTIRE AGREEMENT; MODIFICATIONS. Except as described in Section 1, the Order, together with the attachments, exhibits, supplements or other terms of Buyer specifically referenced therein, constitutes the entire agreement between Seller and Buyer with respect to the matters contained in the Order. The Order may only be modified by a written amendment executed by authorized representatives of each party or, for changes within the scope of Section 9 of these Terms, by a purchase order amendment issued by Buyer. In the event of any conflict between these terms and conditions, the following order of priority shall apply: (1) a signed award letter, Supply Agreement or Long Term Agreement; (2) the applicable Orders, (3) these Terms.

Ver. 1.0

2249 W. Moore St.• Jonesville, MI 49250 • (517) 849-9647