Terms and Conditions

POWSTAR?General terms and conditions:

?1. Warranties.?Seller warrants that the items and services covered hereunder will conform to applicable specifications, instructions, drawings, data and samples will be merchantable, of good material and workmanship, free from defects and will be fit and sufficient for the purpose intended. These warranties shall be in addition to all other warranties, express, implied or statutory. Payment for, inspection of, or receipt of articles or services shall not constitute a waiver of any breach of warranty.

2. Delivery.?Substitutions will not be accepted without the written approval of Buyer. The order must be shipped complete by date requested. When more than one shipment is made against any order, indicate “Final Shipping” on shipping papers and invoice accompanying the last shipment in the order. Seller shall not ship excess quantities without Buyer’s prior approval. Except as otherwise provided herein, Buyer shall not be obligated to accept untimely, excess or under shipments and such shipments in whole or in part may, at Buyer’s option, be returned to Seller, or held for disposition at Seller’s expense and risk. The invoice shall describe the items and state the purchase order number.

3. Inspection and Tests.?All tools ordered hereunder will be subject to inspection and test by Buyer to the extent practicable at all times and places, including the period of manufacture and in any event prior to acceptance. Seller agrees to permit reasonable access to Seller’s facilities at all reasonable times and after advance reasonable notice for inspection of tools by Buyer’s agents or employees and will provide all tools, facilities and assistance reasonably necessary for such inspection at no additional cost to Buyer. Such tools will be subject to final inspection and acceptance by Buyer after delivery to Buyer. It is expressly agreed that inspections and/or payments prior to delivery will not constitute final acceptance. If the tools delivered do not meet the specifications or otherwise do not conform with the requirements of this order, Buyer shall have the right to reject such tools. Tools which have been delivered and rejected in whole or in part may, at Buyer’s option, be returned to Seller or held for disposition at Seller’s risk and expense.

4. Buyer’s Property.?Title to and the right of immediate possession of any property, including without limitation, patterns, tools, jigs, dies, equipment or material furnished or paid for by Buyer shall remain in Buyer. No articles made therefrom shall be furnished by Seller to any other party without Buyer’s prior written consent. Seller shall keep adequate records of such property which shall be made available to Buyer upon request, and shall store, protect, preserve, repair and maintain such property in accordance with sound industrial practice, all at Seller’s expense. Unless otherwise agreed to by Buyer, Seller shall insure Buyer’s interest in such property against loss or damage by reason of fire (including extended coverage), riot or civil commotion. Copies of certificates of such insurance will be furnished to Buyer on demand.In the event that Buyer’s property becomes lost or damaged to any extent from any cause while in Seller’s possession, Seller agrees to indemnify Buyer or replace such property, at Seller’s expense, in accordance with Buyer’s request. At the completion of the tools requested by Buyer in this order for which Buyer’s property was required, Seller shall request disposition instructions for all such property, or the remainder thereof, whether in its original form or in semi-processed form. Seller agrees to make such property available to Buyer at Buyer’s request, in the manner requested by Buyer including reparation, packing and shipping as directed. Expenses for preparation for shipment will be for Seller’s account and shipment shall be made to Seller’s plant.

5. Drawings and Specification Review.?If during the term of this order, Buyer’s representatives review drawings, specifications, or other data developed by Seller in connection with the order and make suggestions or comments or approve such documents and data, such action is only an expression of opinion by Buyer and shall not serve to relieve Seller of any responsibility for the reliability, quality, rate of output, cost, delivery, performance or any other requirements of this order.

6. Drawings and Data.?Seller shall keep confidential all information, drawings, specifications, or data furnished by Buyer, or prepared by Seller specifically in connection with the performance of this order, and shall not divulge or use such information, drawings, specifications or data for the benefit of any other party. Except as required for the efficient performance of this order, Seller shall not make copies or permit copies to be made without the prior written consent of Buyer. Seller shall not use, either directly or indirectly, any such data or any information derived therefrom for any purpose other than to perform this order without obtaining Buyer’s written consent.

7. Use of Information.?Seller agrees that all information heretofore or hereafter furnished or disclosed to Buyer by Seller in connection with the placing?or filling of this order is furnished or disclosed as a part of the consideration for this order, that such information is not, unless otherwise agreed to by Buyer in writing to be treated as confidential or proprietary, and that Seller shall assert no claims (other than for patent infringement) by reason of the use or disclosure of such information by Buyer, its assigns or its customers.

8. Tooling.?Unless otherwise specified in this order, all tooling and/or all other articles required for the performance hereof shall be furnished by Seller shall be maintained in good condition and replaced when necessary at Seller’s expense.

9. Suppliers of purchased parts, raw materials, and out-side processing, are required to notify buyer in the event of the following:

A. Buyer shall be notified by the Supplier of any known nonconformance to workmanship or material in connection with parts or materials supplied, that does not meet engineering drawing or documents detailing materials supplied to buyer under contract or Purchase Order.

B. In the event that nonconforming materials are present, and the materials are deemed acceptable or useable by the Supplier, it is still the responsibility of the Supplier to inform Buyer so that a determination can be made for the use of said materials by Buyer.

C. Any changes to materials or workmanship made after the time of the original purchase order shall be reported to Buyer for approval prior to acceptance.

D. Buyer requires that supplier facilities be open for auditing and inspection of materials, processes, and records; including certificates of conformance, connected with products supplied to Buyer.

E. Buyer requires that all Suppliers require all Sub-tier Suppliers to meet the same requirements above. All Sub-tier Suppliers must be approved by Buyer via written consent.

F. Where a certificate of conformance is required by Buyer for materials or special processes; the Supplier shall retain all test data and a record of the source of certificate of conformance data on file for review by Buyer, not less than seven years. All records shall be readily accessible to Buyer upon request.

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