Purchase Order Terms and Conditions

1. FINAL TERMS AND CONDITIONS

Any acceptance of any Purchase Order from Purchaser is limited to acceptance of the express terms of the offer contained on the face of the Purchase Order and these terms and conditions. Any proposal for additional or different terms or any attempt by Seller to vary in any degree any of the terms of this offer in Seller’s acceptance shall not operate as a rejection of this offer unless such variance is in the terms of the description, quantity, price, or delivery schedule of the goods or services purchased under this Purchase Order, but shall be deemed a material alteration thereof and this offer shall be deemed accepted by Seller without said additional or different terms. If the Purchase Order shall be deemed an acceptance of a prior offer by Seller, such acceptance is expressly conditioned on Seller’s assent to the terms contained herein without change or addition. At any time prior to Purchaser’s receipt of Seller’s written acceptance of this Purchase Order, Purchaser may revoke its Purchase Order. Pricing in any quote submitted by Seller shall remain firm for thirty (30) days after Purchaser’s receipt of Seller’s quote, and pricing shall not be increased after a Purchase Order is submitted to Seller within said thirty (30) day period.

2. INSPECTIONS

All goods and services received by Purchaser under this Purchase Order are subject to Purchaser’s inspection and approval, and risk of loss of any rejected goods is on Seller; any rejected goods may be returned at Seller’s expense, including transportation and other charges. Seller shall permit Purchaser’s representatives access to Seller’s plant at all reasonable hours to inspect items covered by this Purchase Order or work in progress. At the time of inspection, Seller shall make available copies of all drawings, specifications and processes applicable to the articles ordered herein. Any inspection acceptance by Purchaser shall not relieve Seller of any obligations hereunder or otherwise.

3. NO ASSIGNMENT

Neither this Purchase Order nor any interest under it shall be assignable by Seller, voluntary or involuntary, nor shall a subcontract be made or duties delegated to any other party for furnishing any articles, spare parts or work covered by this Purchase Order without Purchaser’s prior written consent. Any such consent shall not waive or prejudice Purchaser’s right to recoup or set off claims arising out of this or any other transaction with Seller.

4. WARRANTY

Seller warrants that all goods and services covered by this Purchase Order will conform to specifications furnished by Purchaser and be free from defects in material, workmanship or design for twelve (12) months after first use. If a defect appears, Purchaser will notify Seller, and Seller shall immediately correct it by repair or replacement at Seller’s expense, provided proper and normal usage. These warranties are in addition to any other expressed, implied or statutory warranties and run to Purchaser, its customers, and subsequent owners of the goods.

5. PATENT INDEMNITY

Seller agrees to indemnify, hold Purchaser harmless and defend Purchaser against all claims, liabilities, losses, damages or expenses (including attorney’s fees) arising from actual or alleged patent infringement covering goods purchased hereunder.

6. REQUIREMENT UNDER THE LAW

Seller represents and warrants that goods sold hereunder were manufactured in compliance with all applicable requirements of the Fair Labor Standards Act, the Federal Occupational Safety and Health Act of 1970, Executive Order 11246 (as amended), and all other federal, state, and local laws. Seller agrees to indemnify Purchaser for losses or damages arising from Seller’s failure to comply with these requirements.

7. WAIVER

Any waiver of strict compliance with the terms of this Purchase Order must be in writing and shall not waive Purchaser’s right to insist on strict compliance thereafter.

8. DELIVERY AND PRODUCTION

Time is of the essence. Deliveries must be made in quantities and at times specified. Seller must notify Purchaser immediately of any anticipated delay, including reasons, corrective steps, and a recovery schedule. Purchaser will not pay for excess quantities and may return early shipments at Seller’s expense. Seller remains responsible for meeting the schedule but not anticipating requirements.

9. FIRM PRICES

Prices are firm, not subject to escalation, and include all taxes, duties, tariffs, and governmental charges unless otherwise agreed in writing. No additional charges, including boxing or cartage, are allowed without Purchaser’s written consent. Purchaser’s only obligation is payment for goods properly delivered and accepted; no additional recovery for losses or damages.

10. TOOLS, ETC.

Unless agreed in writing, all tools, dies, castings, equipment, drawings, specifications or materials furnished or paid for by Purchaser remain Purchaser’s property. Seller must mark, store, and insure these items and may not substitute or use them for other orders. Upon completion or termination, Seller shall return all such items to Purchaser in their original condition, reasonable wear and tear excepted.

11. INDEMNITY

Seller agrees to indemnify, defend and hold Purchaser harmless from all claims, demands, losses, damages, costs or expenses (including attorney’s fees) arising from injury or death to any person or damage to property in connection with this Purchase Order or goods/services provided, regardless of any contributory negligence by Purchaser.

12. INSURANCE

Seller shall maintain occurrence-based general liability insurance with limits of at least $1,000,000 per occurrence and $2,000,000 aggregate, naming Purchaser as an additional insured. When providing services on Purchaser’s premises, Seller must also carry acceptable public liability, property damage, workers’ compensation and employer’s liability insurance. Seller shall provide certificates evidencing coverage and must not cancel or modify insurance without 30 days’ prior notice to Purchaser.

13. CHANGES TO ORDER

Purchaser may from time to time change shipping/packing instructions, increase or decrease quantities, change drawings or specifications, and modify delivery schedules. If changes affect cost or time, an equitable adjustment will be made in price and/or schedule, and the Purchase Order amended in writing. Purchaser is not liable for consequential or incidental damages.

14. TITLE AND RISK OF LOSS

Title and risk of loss pass to Purchaser F.O.B. destination unless otherwise specified. Seller bears return shipping costs for any reason, with title and risk passing at Purchaser’s plant.

15. PAYMENTS

Unless noted otherwise, payments are due net 60 days from invoice date or receipt of goods, whichever is later. Cash discount periods are computed from the later of receipt of goods or invoice date. Delays, errors, or omissions may delay payment without forfeiture of discount privilege. Payment does not constitute acceptance and is subject to adjustment for errors, shortages or defects.

16. FINAL AGREEMENT / NO MODIFICATIONS

This Purchase Order, together with any referenced documents, constitutes the entire agreement. No oral or implied agreements bind Purchaser. Modifications must be in writing signed by both parties. The Purchase Order is governed by the laws of the state in which Purchaser’s primary manufacturing facility is located. Purchaser may choose jurisdiction and venue in any state or federal court closest to that facility.

17. UNITED STATES–MEXICO–CANADA AGREEMENT (USMCA)

If applicable, Seller agrees to comply with USMCA requirements, provide annual certification of qualification, maintain supporting records, and follow regulations when issuing certificates of origin or other documents to allow Purchaser to obtain duty-free status.

18. EXPORT COMPLIANCE

Seller shall establish and maintain an export compliance program to ensure compliance with all applicable export laws and regulations. Seller shall provide Purchaser with export control classification numbers, maintain required export records, and notify Purchaser of any restricted or controlled products.

19. CONFIDENTIALITY

Seller shall hold all confidential information of Purchaser in confidence, using at least the same degree of care as its own confidential information, restrict disclosure to those with a need to know, and ensure such persons are bound by comparable confidentiality obligations. Confidential information does not include information that is public, lawfully received from a third party, independently developed, or approved for release by Purchaser.

20. TERMINATION FOR CONVENIENCE

Purchaser may terminate this Purchase Order, in whole or in part, at any time for its convenience by providing notice to Seller. Purchaser shall pay Seller for services rendered and goods delivered through the date of termination.

Shipping Instructions

1. The Seller shall make shipment as instructed on the face of this order. If no instructions are given, Seller shall pack articles to assure lowest transportation rates consistent with timely delivery, meeting carrier requirements and safeguarding against damage. Shipment shall be made by freight carrier unless charges are approximately the same.

2. Purchaser’s Purchase Order number and part number shall be placed on the outside of all packages, boxes, kegs, bales, bundles or other containers, and must appear on all invoices, shipping memos, delivery tickets, freight bills and other documents relating to this order.

3. When material is invoiced by Seller and shipped by another concern, the invoice shall bear the name of the shipper and the point of origin. Seller is responsible for ensuring Purchaser’s Purchase Order number is referenced on the outside of all containers and on the packing list within. Within a reasonable time after acknowledgment, Seller shall notify Purchaser of such shipments including supplier name, part number, item description and Seller’s Purchase Order number with the sub-tier supplier for prompt identification upon receipt. Local and warehouse shipments of steel and bar stock should be marked or tagged similarly.

4. All shipments must contain packing lists giving description of material, quantity, part number and Purchase Order number. Purchaser’s count shall be accepted as final. If the Purchase Order does not indicate F.O.B. destination, Seller shall insure shipments for an amount equal to the value of the goods, but not less than $100.00.