STANDARD GENERAL TERMS AND CONDITIONS FOR GOODS & SERVICES

  1. Agreement and Acceptance of Terms and Conditions. The acceptance of the terms and conditions contained herein is an essential prerequisite to any contract of purchase made by Buyer under this Agreement. Any offer or acceptance by Buyer is made subject to the terms and conditions contained herein and no additional or different terms offered by Seller shall become a part of the agreement of sale between Buyer and Seller unless such terms have been expressly approved in writing by an authorized agent of Buyer. If this Agreement is construed as an offer, acceptance of this offer is expressly limited to other terms hereof, and Buyer reserves the right to withdraw this offer at any time before its acceptance by Seller. If this document has been issued by Buyer in response to a written offer made by Seller, Buyer’s acceptance of Seller’s offer is expressly conditioned on Seller’s assent to the additional or different terms and conditions herein. If these terms and conditions are not acceptable, Seller shall notify Buyer in writing at once. Seller’s action in (a) acknowledging this Agreement, (b) commencing performance, or making shipment of products, (c) performing services called for hereunder, or (d) receiving this Agreement without disaffirmance within three (3) business days of receipt shall constitute an unqualified acceptance by Seller of the terms and conditions contained herein. By acceptance of this Agreement as just defined, Seller agrees to be bound by and comply with all terms and conditions of this Agreement, including any supplements thereto, and all specifications and other documents referred to herein. Any and all other terms, conditions, or obligations offered by Seller in its acceptance of this Agreement are hereby expressly rejected by Buyer.
  2. Changes.
    1. Buyer may unilaterally, and at any time by providing written notice, stop work, in whole, or in part, or make other changes in Seller’s Products to be provided under this Agreement. Such changes include, but are not limited to, changes to: (i) quantities; (ii) drawings, designs, statement(s) of work, specifications or other technical documents; (iii) packing, method of shipment, or time or place of inspection, delivery or acceptance; (iv) the amount of property furnished by Buyer or Buyer’s customer or reasonable adjustments in quantities and/or delivery schedules (v) place of performance of the Service; or (vi) terms and conditions required to meet Buyer’s obligations under its prime contracts, including, but not limited to, any mandatory flowdown clauses. Seller shall proceed immediately to perform this Agreement as changed.
    2. Subject to Section 20, below, if such changes cause an increase or decrease in the cost of performance of this Agreement, the Parties shall promptly negotiate in good faith an equitable adjustment, and the Agreement shall be modified in writing accordingly. Except where an extension is granted in writing by Buyer, any claim for adjustment under this Section 2 shall be deemed to be absolutely and unconditionally waived unless asserted in writing within twenty (20) days from the date of receipt by Seller of the change. Seller shall submit to Buyer in writing any claim for an adjustment under this Section 2 as soon as is reasonably possible, along with a specification of the amount claimed with supporting cost figures. Such specification shall be accompanied by a signed statement from Seller that the claim is made in good faith. Buyer shall have the right to review any analyses performed in determining the amount of such claim and meet to discuss the analyses with any of Buyer’s personnel that participated in conducting the analyses, including permitting Buyer, its Authorized Representatives, and its customer the right to examine any of Seller’s pertinent books and records for the purpose of verifying Seller’s claim. At Seller’s request, in lieu of Buyer, a mutually agreeable third party can (at Seller’s expense) examine books and records to verify Seller’s claim.
    3. Seller may not make any changes to this Agreement without Buyer’s express written consent. Buyer’s engineering and technical personnel are not authorized to change the Products ordered under this Agreement or any other provision of this Agreement. No Change Order will be binding on Buyer unless issued by Buyer’s Supply Chain Representative in writing. This Agreement is Buyer’s offer to Seller to purchase the Products described in this offer. Any additional terms proposed in Seller’s acceptance of Buyer’s offer including, but not limited to, shrink-wrapped or click-through terms not specifically negotiated and expressly made a part of the Purchase Order, which add to, vary from, or conflict with the terms herein are hereby objected to by Buyer and are void. All communication between Seller and Buyer affecting the work and Products to be furnished hereunder shall be through the Supply Chain Representative. Buyer’s technical personnel may provide written technical direction, however, technical or management direction shall not impose tasks and requirements upon Seller that are additional to or different from the general tasks and requirements established in the Agreement. For the technical direction, to be valid: (i) such direction must be issued in writing consistent with the general scope as set forth in this Agreement; and (ii) such direction shall not commit Buyer to any adjustment of the price, schedule or other Agreement provisions.
    4. If any technical direction is interpreted by Seller to fall within this Section 2, Seller shall not implement such direction, but shall notify Buyer’s Supply Chain Representative in writing of such interpretation within ten (10) business days after Seller’s receipt of such direction. Such notice shall: (i) include the reason upon which Seller bases its belief that the technical direction falls within the purview of the Section 2; and (ii) include Seller’s best estimate as to revision in estimated price, performance time, delivery schedules, and any other issues that would result from implementing the technical direction.
    5. If, after reviewing the information, Buyer is of the opinion such direction is within the purview of this Section 2and considers such changes desirable, Buyer will issue unilateral direction to proceed pursuant to the authority granted Buyer herein.
    6. In the event Buyer determines it is necessary to avoid a delay in performance of the Agreement while Buyer is reviewing the information submitted by Seller hereunder, Buyer may, in writing, direct Seller to proceed with the implementation of the technical direction pending review of such information. Should Buyer later determine the change direction is appropriate, the written direction issued hereunder shall constitute the required change direction under Section 2
    7. Failure of Seller and Buyer to agree on whether direction is technical direction or a change within the purview of the Section 2 shall be a dispute under Section 22. Any action taken by Seller in response to any direction that falls within the purview of Section 2, or that Seller claims to fall within the purview of Section 2, given by any person other than the Supply Chain Representative shall be at Seller’s own risk.
    8. Further, Seller shall provide written notification to Buyer prior to making any changes to Seller’s tooling, facilities, materials, or processes, and/or shall provide written notification to Buyer upon becoming aware of any such changes by Seller’s subcontractors at any tier, that could affect the work to provide Products under in this Agreement. This requirement includes changes to fabrication, assembly, handling, inspection, acceptance, testing, manufacturing location, parts, materials, or suppliers. Seller shall notify Buyer of any pending or contemplated future action to discontinue or delay work under this Agreement and shall allow Buyer to submit a forecast of expected annual usage prior to Seller finalizing its decision to discontinue the work or the Products. Seller shall provide Buyer with a “Last Time Buy Notice” at least twelve (12) months prior to the actual discontinuance of any products, for example. Seller shall extend opportunities to Buyer to place last time buys of Products with deliveries not to exceed one hundred eighty (180) days after the last time buy date. Seller shall flow down to subcontractor(s)/supplier(s) the requirements of this clause and all other applicable flow down provisions.
    9. Nothing in this Section 2, including any disagreement with Buyer as to the equitable adjustment to be made, shall excuse Seller from proceeding with performance of this Agreement as changed.
    10. No changes in process or qualified design, or substitutions of materials or accessories, may be made without Buyer’s prior written consent. No charges for extras will be allowed unless Buyer has agreed to such extras in writing and the price agreed upon.
    11. If, after acceptance of the Agreement or at any time during the performance of this Agreement, Seller believes any portion of this Agreement is inaccurate, inconsistent or incomplete, Seller shall promptly notify Buyer in writing identifying any discrepancies and requesting resolution before proceeding or continuing with the portion of this Agreement in question. In the event that Seller fails to contact Buyer in a timely manner to resolve said discrepancies or inconsistencies and Seller proceeds with or continues any work in question, Seller shall on its own accord and shall be solely responsible for any errors or omissions, including all associated cost schedule impacts or both resulting therefrom.
  3. Prices, Invoices, and Payment. Separate invoices are required for each Order made hereunder by Buyer. All taxes are for the account of Seller unless specifically and separately stated on the front of the invoice and accepted by Buyer. No invoice will be rendered at a price higher than that stated on this Agreement unless authorized in writing by Buyer. No extra charges will be accepted against any invoice without written approval of Buyer. Unless otherwise indicated on the face of an Order, shipping and handling costs are included in the amount set forth on each invoice. Any due date or discount date will be calculated from the date the invoice is received by Buyer, acceptable in accordance with the terms and instructions contained herein. Buyer accepts no charges on any invoices with respect to liquidated damages or delinquent charges. Cash discounts on invoices will be taken if offered. Buyer interprets a percentage discount for payment “within 15 days” to mean that a discount will be allowed if the materials are accepted and paid for within 15 days after receipt of both the product and the vendor’s invoice. When the terms are not specifically stated, Buyer will assume 0%, 30-day payment terms. Discounts offered for payment of less than 15 days are not administratively possible. Payment will be made by Buyer against properly submitted invoices in accordance with the terms of payment set forth in this Agreement for all Products received and which meet the requirements of this Agreement. Payment under any invoice shall not constitute acceptance of the Products related thereto. All Seller invoices shall be subject to adjustment for errors, shortages, defects, or other failure of Seller to meet the requirements of this Agreement.
  4. Limitation of Liability. For goods purchased under this Agreement, Buyer’s liability for breach of this Agreement will not exceed the difference between the resale price of any materials sold in good faith and in a commercially reasonable manner and the contract price for such materials, less expenses saved in consequent of Buyer’s breach. Whether for the purchase by Buyer of Products under this Agreement, Buyer will not be liable for any consequential, incidental, special, delay, punitive or liquidated damages of any type.
  5. Warranty. In addition to all warranties imposed by law, express or implied, and without limiting any other warranties that may appear in this Agreement, Seller expressly warrants that all Products shall be manufactured, provided, transported, and delivered in full and complete conformity and in compliance with all the requirements of this Agreement, specifications, drawings, designs, samples, and other descriptions or requirements furnished or specified by Buyer. Seller expressly guarantees and warrants all Products furnished by it or any of its subcontractors or suppliers at any tier shall be (a) fit and sufficient for the purpose(s) intended, (b) merchantable, (c) of good material and workmanship, and (d) free from deficiencies or defects, including, without limitation, deficiencies or defects in manufacture, materials, workmanship, and design, whether or not Seller has supplied the design therefor. Neither payment nor inspection by Buyer will constitute a waiver of any breach of warranty. Goods returned to Seller for breach of warranty will be credited to Buyer’s account. Services will be warranted by Seller for a one (1) year period following Seller’s completion of services. Seller shall extend all warranties of its vendors to Buyer, but by doing so; Seller will not be relieved of Seller’s warranty obligations hereunder.
  6. Indemnity and Insurance Requirements. Seller’s Indemnity and Insurance Requirements shall be as set forth in Buyer’s Agreement to Provide Insurance and Indemnification, which is hereby adopted by reference and incorporated as if set forth fully within. Prior to any work commencing or the Seller entering Buyer’s operation, evidence of the insurance listed below must be presented in an acceptable form to Buyer. In the event the form is not acceptable, Buyer has the option to request copies of the related insurance policies. If performing work on Buyer’s premises, at all times during this Agreement, Seller agrees to maintain Worker’s Compensation insurance in compliance with the applicable statutory requirements as well as Employers’ Liability insurance in an amount not less than $500,000.At all times during this Agreement, Seller agrees to maintain Automobile Liability insurance for bodily injury and property damage including coverage for owned, non-owned and hired vehicles in an amount not less than $1,000,000 combined single limit. At all times during this Agreement, Seller agrees to maintain Comprehensive General Liability insurance for bodily injury and property damage in an amount not less than $1,000,000 per occurrence and $2,000,000 aggregate. The insurance must include coverage for the following; Premises/Operations Liability, Products/Completed Operations Liability, Blanket Contractual Liability Coverage, Personal Injury Liability, Broad Form Property Damage, Independent Contractors, and Fire Legal Liability. All such insurance noted above must provide a waiver of subrogation, where allowed by law, in favor of Buyer. In addition, the liability policies must include Buyer, its directors, officers, agents, and employees as an additional insured. Coverage must also respond as primary and non-contributory. At all times during this Agreement, Seller agrees to maintain Contractor’s Equipment insurance on an “all risk” basis covering equipment owned, leased, or used by Seller. Such insurance shall include a waiver of subrogation in favor of Buyer. Seller also agrees to release and hold harmless Buyer for any loss or damage to its equipment. Seller’s certificate of insurance must set forth the text of or refer specifically to the above clause. The certificate must also provide that Buyer will be given not less than 30 days prior written notice of any material change in or cancellation of said policies.
  7. Compliance with Laws. Seller will at all times comply with all local, state, and federal laws applicable to its performance including, but not limited to, all labor, fair employment practices and employment laws. Seller indemnification obligations as set forth in Section 6 shall include all claims, cost, loss, or expense resulting from Seller’s breach of this Section 7.
  8. Intellectual Property. Seller shall indemnify and defend Buyer from and against any and all claims, actions, judgments, damages, royalties, costs, including reasonable attorney’s fees, and any other expenses arising in connection with the infringement or alleged infringement of any United States or foreign patent by the Products furnished hereunder or the unauthorized use or alleged unauthorized use of any trade secrets, proprietary know-how, or other proprietary rights incorporated in the Products furnished hereunder. Seller shall reimburse Buyer for any reasonable legal or other expenses reasonably incurred by Buyer in connection with the investigating or defending of any loss, claim, damage, liability, or action referred to in this Section. All technical work product, including ideas, information, data, documents, drawings, software, software documentation, designs, specifications, and processes produced by or for Seller, either alone or with others, in the course of or as a result of any work performed by or for Seller under this Agreement shall be the exclusive property of Buyer and be delivered to Buyer promptly upon request. All inventions conceived, developed, or first reduced to practice by or for Seller, either alone or with others, in the course of or as a result of any work performed by or for Seller under this Agreement, and any patent application and patents based on or relating to any such inventions (both domestic and foreign), shall be the exclusive property of Buyer. Seller shall promptly disclose all such inventions to Buyer in written detail, and execute all papers, cooperate with Buyer, and perform all acts necessary or appropriate in connection with the filing, prosecution, maintenance, or assignment of the related intellectual property, patents, or patent applications to Buyer. All works of authorship, including documents, drawings, software, software documentation, photographs, video tapes, sound recordings, and images, created by or for Seller, either alone or with others, in the course of or as a result of any work performed by or for Seller under this Agreement, together with all copyrights subsisting therein, shall be the sole property of Buyer. To the extent permitted under United States copyright law, all such works shall be “works made for hire,” with the copyrights therein vesting in Buyer. In the event that any said work or portion thereof shall not be legally qualified as a “works made for hire,” or shall subsequently be so held to not be a “works made for hire,” Seller agrees to assign, and does hereby so assign to Buyer, all right, title, and interest in and to said work or portion thereof, including but not limited to the worldwide copyrights, extensions of such copyrights, and renewal copyrights therein, and further including all rights to reproduce the work in any media, to prepare derivative works based on the work, to distribute copies of the work in any media, to perform and or display the work publicly, and to register the claim of copyright therein. The copyrights of all other such works, including all of the exclusive rights therein, shall be promptly transferred and formally assigned free of charge to Buyer. Buyer shall have the right, at no additional charge, to use and/or reproduce Seller’s and/or its subcontractor(s)/supplier(s)’ applicable literature, such as operating and maintenance manuals, technical publications, prints, drawings, training manuals, and other similar supporting documentation and sales literature. Buyer shall have an unlimited, worldwide, irrevocable, perpetual royalty-free right and license to make, have made, sell, offer for sale, import, use, execute, reproduce, display, perform, or distribute (internally or externally) copies of, and prepare derivatives of, and authorize others to do any, some or all of the foregoing, any and all technical work product, and works of authorship, conceived, developed, generated, or delivered in performance of or in connection with this Agreement (“Agreement Work Product”). If any pre-existing intellectual property of Seller is included or incorporated in any Agreement Work Product, Seller grants to Buyer an irrevocable, nonexclusive, world-wide, perpetual, royalty-free license to: (i) make, have made, sell, offer for sale, use, execute, reproduce, display, perform, distribute (internally or externally) copies of, and prepare derivative works based upon, such pre-existing materials and derivative works thereof; and (ii) authorize others to do any, some or all of the foregoing. g. Buyer shall have a royalty-free, worldwide, irrevocable, nonexclusive license to use and license others to use Seller’s software, patents, designs, processes, know-how, drawings, and technical data relating to the work performed under this Agreement solely for purposes of producing and selling the Products required to be supplied by Buyer’s existing or follow-on orders with its customers if (i) at any time during the performance of this Agreement, Seller suspends business operations or becomes bankrupt or insolvent; or (ii) at any time within five (5) years from the end date of this Agreement, Seller, for any reason, discontinues acceptance of follow-on orders for work ordered hereunder. In the event of any inconsistency between this Section and any U.S. Government clause incorporated by reference into this Agreement, the incorporated U.S. Government clause shall govern. Buyer and/or its customers shall at all times have title to: (i) all drawings and specifications furnished by Buyer to Seller, and (ii) all documents (including all drawings and specifications) and work product, in any form, generated by, for or on behalf of Seller in connection with this Agreement. Seller shall, upon Buyer’s request or upon completion of this Agreement, promptly return or deliver all documents and work product, including all copies, to Buyer. j. Seller hereby assigns to Buyer all rights, title and interest in computer software, including computer programs, databases and documentation thereof (individually and collectively, “Software”), developed in the performance of this Agreement, including the right to apply for and register copyrights and patents in the U.S. and any other country, the right to all extensions and renewals thereof, unrestricted and complete rights of publication or reproduction, the right to use and license others to use said Software, and the right to exclude others from reproducing the Software. Seller shall obtain from its subcontractors/suppliers all rights necessary to fulfill Seller’s obligation to Buyer under this Purchase Order. Seller agrees to execute any and all documents Buyer may require to perfect the above assignment. Buyer shall have an unlimited, irrevocable, paid-up, perpetual, royalty-free right and license to make, have made, sell, offer for sale, import, use, execute, reproduce, display, perform, distribute (internally or externally) copies of, and prepare derivatives of, and authorize others to do any, some or all of the foregoing, any and all Software conceived, developed, generated, or delivered in performance of or in connection with this Agreement. Seller represents and warrants that any software delivered hereunder will be in a form suitable for reproduction by Buyer and will include the full source code language statement, for example, used by Seller sufficient to allow maintenance and modification by Buyer, including Buyer’s third-party agents. For clarity, Buyer has an unlimited right to copy, amend, modify, etc. any software provided hereunder by Seller for use by Buyer, its affiliates, subcontractors, and third-party agents in Buyer’s or its affiliates’ businesses. Such right includes the right for Buyer and its affiliates, including their respective employees, subcontractors, and third-party agents, to copy, amend, modify, etc. the source code of the software for the purposes of maintaining and enhancing or supplementing the software for or on behalf of Buyer or its affiliates
  9. Buyer’s Property. Any of Buyer’s property delivered to Seller for Seller’s performance of this contract, including, without limitation, blueprints, patterns and tools, shall remain Buyer’s property and Seller is responsible to return them to Buyer in the same condition as received upon request of Buyer.
  10. Confidentiality. This Agreement is a matter of confidential information, and Seller will strictly protect the confidentiality hereof. Seller shall keep confidential and protect from disclosure all information and property obtained from Buyer in connection with this Agreement and identified orally or in writing as confidential or proprietary, or which reasonably would be considered to be confidential or proprietary, as well as all documents and work, including Product generated by Seller under this Agreement. Unless otherwise expressly authorized herein by Buyer, Seller shall use such information and property, and the features thereof, only in the performance of and for the purpose of this Agreement. Seller shall not, at any time during or after performance of this Agreement, disclose to others (except those Seller Engaged Personnel with a need to know) the terms of this Agreement or any other information, knowledge, or data (including business, technical, financial, or information of a proprietary or trade secret nature) that Seller: (i) receives from Buyer; or (ii) conceives, develops, or acquires in the performance of this Agreement. Nothing in the foregoing shall affect compliance with U.S. Government requirements. Upon Buyer’s request, and in any event upon the completion, termination or cancellation of this Agreement, Seller shall return all such information and property to Buyer or make such other disposition thereof as directed by Buyer. Seller shall not sell or dispose of any scrap or any completed, partially completed, or defective proprietary property before receiving written authorization and disposition instructions from Buyer. Seller shall flow down to its subcontractors/suppliers receiving such information or property these requirements to provide to Buyer the same rights and protection as contained in this clause. Seller shall not, without the prior written consent of Buyer, publicly release any information regarding the subject matter or existence of this Agreement, including advertisements, brochures, news releases (including photographs, films, public announcements, or denial/confirmation of the same, or interviews with news media) and the like. Seller shall not use or allow to be used, Buyer’s name, logo, trademarks, or likeness without the prior written approval of Buyer. Seller shall include the substance of this Section 10, including this sentence, in all of its subcontracts. Without limiting Seller’s other obligations under this Agreement, with respect to any confidential or proprietary information received from Buyer, or any derivative portion thereof, Seller agrees that it shall not, nor will it allow any Seller Engaged Personnel or Seller’s subcontractors/suppliers to, process, disclose, or otherwise provide such information to any machine learning or artificial intelligence (“AI”) models, unless Seller receives prior express, written permission from Buyer’s Supply Chain Representative. If Seller is required to disclose any confidential information obtained from Buyer in connection with this Agreement by federal, state, or local statutes, or by the order of a court of competent jurisdiction, Seller shall provide Buyer with notice as soon as may be practicable so that Buyer may have opportunity to contest such potential use or disclosure.
  11. Liens. Seller shall promptly pay and discharge all claims and demands for work performed and materials and equipment furnished in performance of this Agreement. Seller shall furnish Buyer with complete releases and waivers of all liens prior to final payment and shall protect and indemnify Buyer from and against all liens that may be filed in connection herewith. Buyer reserves the right to satisfy and obtain the release of any liens filed as a result of work performed or materials and equipment furnished in performance of this Agreement and in such cases as set off such sums against sums otherwise payable by Buyer to Seller hereunder.
  12. Force Majeure. No liability shall result to either Buyer from delay in performance caused by an Act of God, or event beyond the control of Buyer, including an act or omission of government, act or omission of civil or military authority, act of a public enemy, war, blockade, insurrection, riot, epidemic, pandemic, quarantine restrictions, declarations of public health emergencies, landslide, earthquake, fire, storm, lightning, flood, washout, or civil disturbance, which could not have been avoided through the exercise of reasonable care, procedure, and diligence. In the event that performance of this Agreement is hindered, delayed, threatened to be delayed, or adversely affected by causes of the type described above, then Buyer shall immediately notify the Seller’s authorized representative in writing, including all relevant information with respect thereof, and shall likewise notify promptly of any subsequent change in the circumstances, and at Buyer’s sole option, this Agreement shall be completed with such adjustments to delivery schedule as are reasonably required by the existence of such cause, or this Agreement may be terminated for convenience by Buyer.
  13. Non-Waiver; Severability. The failure of Buyer to insist upon the performance of any provision of this Agreement, or to exercise any right or privilege granted to Buyer under this Agreement, shall not be construed as waiving such provision or any other provision of this Agreement, and the same shall continue in full force and effect. If any provision of this Agreement is adjudged by a court to be invalid, void, or unenforceable, the Parties agree that the remaining provisions of this Agreement shall not be affected thereby, that the provision in question may be replaced by the lawful provision that most nearly embodies the original intention of the Parties, and that this Agreement shall in any event otherwise remain valid and enforceable.
  14. Termination. Buyer may, at any time, for any reason or no reason, demand Seller terminate work under this Agreement. In the event such termination is not due to the default or breach of Seller hereunder, any claim arising out of such termination shall be settled exclusively by Buyer’s reimbursing Seller for documented costs actually and properly incurred by Seller for the purchase, assembly, or manufacture of the goods (with due allowance for their salvage value after Buyer has had full opportunity to recommend disposition), or for services actually provided. In the event such termination is due to the default of breach of Seller hereunder, Buyer shall have no liability to Seller and Buyer shall have all rights and remedies against Seller as provided under this Agreement and under applicable law.
  15. Remedies Cumulative. Buyer’s remedies are cumulative and in addition to all remedies set forth herein or otherwise legally available. Buyer may exercise its remedies either individually or cumulatively. Buyer’s remedies shall include, but not be limited to, incidental and consequential damages and the cost of any recall campaigns or other corrective actions. Buyer’s selection of any particular remedy, or its forbearance in exercising any remedy available to it, shall not constitute an election or waiver of any other remedy.
  16. Assignment. Buyer may, in its sole discretion, assign its benefits hereunder to any third party, and may delegate its responsibilities hereunder to any successor to all or substantially all of its business. Seller may delegate its responsibilities hereunder only with the prior written consent of Buyer.
  17. Modification. This purchase Order constitutes the entire agreement between the Buyer and Seller concerning the subject matter hereof and supersedes all written or oral prior agreements or understandings with respect thereto. Any document or record, whether in writing or electronic, issued in connection with this Agreement shall be for administrative purposes only, and any term or condition contained in such document or record that is conflicting, inconsistent or in addition to the terms and conditions contained in this Agreement shall be null and void.
  18. Governing Law, Jurisdiction and Venue. The contract between the parties hereto shall be governed by and construed in accordance with the laws of the State of Indiana and the Parties agree that Indiana state courts shall hear any legal disputes arising under this Agreement.
  19. Delivery, Inspections, and Title.
    1. Strict adherence to Buyer’s stated delivery schedule is a material condition of any Order. In accordance with the requirements of the Order, Seller shall deliver products in the quantities and on the date(s) specified in Orders(s) as applicable, or as otherwise agreed in writing by the Parties. Delivery is not complete until Products have been actually received and accepted by Buyer. Except for delays caused by Buyer or a Force Majeure event, TIME IS OF THE ESSENCE WITH RESPECT TO DELIVERY OF PRODUCTS. Buyer is relying upon the delivery of Products at the time and place specified in the Purchase Order to meet Buyer’s obligations under its agreements with others. Seller understands that delays in delivery of conforming Products may materially contribute to or directly cause delay in Buyer’s ability to meet such obligations. Subject to the provisions hereof related to Force Majeure, Buyer may charge Seller for Buyer’s commercially reasonable transportation costs if necessary to meet Buyer’s contract delivery schedule(s).
    2. Unless otherwise stated on the face of the Purchase Order, all Products delivered under this Agreement shall be shipped FOB Destination, and Seller shall prepay all transportation charges.
    3. Seller assumes all risk of loss until Products are delivered in full to the locations specified in this Agreement. Title to the Product shall pass to Buyer upon arrival of such Product at the delivery locations specified herein, subject to acceptance per Section 20, below. Further, unless pre-approved in writing by Buyer, Buyer shall not be liable for any material commitments or production arrangements made by Seller in excess of the amount of, or in advance of the time reasonably required to meet the due date(s).
    4. Buyer may return, or store at Seller’s expense, any Products delivered in advance of the delivery date specified for such Products unless early delivery is authorized in writing by Buyer.
    5. Buyer reserves the right to reject or return, at Seller’s expense, any materials that Buyer, at its sole discretion, determines to be materially non-conforming to specifications or drawings set forth in the Purchase Order, or possess any other quality deficiency.
    6. Buyer shall have no obligation to accept over-shipments. In the event of an over shipment, Buyer may, at its options: (i) retain Products shipped in excess of the quantities stated in this Agreement, at the price set forth in this Agreement, (ii) return such items to Seller at Seller’s expense, or (iii) place into storage the excess quantities of Products at Seller’s risk and expense.
    7. Seller agrees to immediately notify Buyer of any delays in meeting the required delivery schedule and the reasons for the delay. If Buyer approves a revised delivery date, Seller shall pay any additional transportation charges and Seller shall extend to Buyer an equitable reduction in the Agreement price. Buyer, in addition to any other remedies provided by this Agreement, reserves the right to deduct an amount of one and one-half percent (1.5%) of the invoice amount for any delivery made after the scheduled delivery date. Acceptance of late deliveries or waiver of the above stated deduction does not constitute a waiver of any rights by Buyer.
    8. Buyer may, for convenience, extend any part of, or the entire, delivery schedule as listed on this Agreement by as much as eight weeks, at no additional cost to Buyer, by notifying Seller in writing a minimum of two (2) weeks prior to the scheduled date to be moved out. Seller shall ensure that the shipment takes place so that the scheduled quantity arrives at Buyer’s facility on, or no more than, ten (10) days prior to the new due date.
    9. In addition to the rights of Buyer under Section 6(h), Buyer may, at any time, by written change order delay or suspend performance of this Agreement, in whole or in part, without liability hereunder, and Seller shall proceed diligently with the performance of this Agreement as so changed. If any such change causes an increase or decrease in the cost of or the time required for performance of this Agreement, subject to Section 20 and subject to Seller making a proper and timely request, Buyer shall make an equitable adjustment in the Agreement price or delivery dates or both, and this Agreement shall be modified in writing accordingly. Any equitable adjustment for suspension or interruption of, or delay in, Seller’s performance shall exclude profit. If Seller deems any instruction or direction by or on behalf of Buyer to be a change to this Purchase Order, Seller must so notify Buyer in writing within seven (7) days of the receipt of such instruction or direction. Any claim by Seller for adjustment under this clause may, at Buyer’s option, be deemed to be absolutely and unconditionally waived unless asserted in writing (including the amount of the claim) and delivered to Buyer within twenty (20) days from the date of receipt by Seller of the change order or direction, except where an extension is granted in writing by Buyer. Buyer’s engineering and technical personnel are not authorized to change the Products ordered or any other provision of this Agreement. No change order or other modification will be binding on Buyer unless issued in writing by Buyer’s Supply Chain Representative.
    10. No inspection (including source inspection), tests, approval (including design approval), or acceptance of the Products shall relieve Seller from responsibility for any defects in the Products or other failures to meet the requirements of this Agreement, or for latent defects, fraud, such gross mistakes as amount to fraud, and Seller’s warranty obligations. Buyer’s failure to inspect, accept or reject Products or failure to detect any nonconformity by inspection shall not relieve Seller from its obligations or any liability, nor impose liabilities on Buyer, its agents, or customers.
    11. Seller shall furnish sufficient labor and management personnel, plant, and equipment and any other resources required in performance of this Agreement and shall work such hours as may be required to ensure compliance with the due date(s) as set forth herein at no change in the Agreement price.
    12. If Seller fails to deliver in accordance with the schedule, Buyer will be entitled, at its election and its sole discretion, to (i) a price reduction for late deliveries, (ii) fill such order, or any portion thereof, from sources other than Seller and to reduce Seller’s Agreement quantities or other deliverables accordingly at no increase in unit price, and without penalty to Buyer; and/or (iii) terminate this AGR Agreement EEMENT for default for late deliveries. Any expenses, costs, or damages (including refund of monies paid by Buyer in advance of delivery) incurred by Buyer as a result of such default or any other non-compliance with the terms of this Agreement may, at the discretion of Buyer, and in addition to any other remedies at law or in equity, be offset against any sum owing under this or any other Agreement between Buyer and Seller, or charged back to Seller. Further, Seller shall be liable and hold Buyer harmless from any loss, damage, or expense that Buyer may suffer related to nonconforming Products, including Services, or from any other breach of the warranties in Section 5, including, but not limited to, return to Seller of defective or nonconforming Products and redelivery to Buyer of repaired, replaced, or corrected Products, if required by Buyer.
    13. In the event of any anticipated or actual delay in the performance of this Agreement, Seller shall immediately notify Buyer in writing of the reasons for the delay and the actions being taken to overcome or minimize the delay along with a proposed written recovery schedule. If Buyer requests, Seller shall, at Seller’s expense, ship via air or other expedited routing to avoid or minimize any delay. Seller shall also immediately notify Buyer in writing of any events that may affect this Agreement performance, such as bankruptcy proceedings, strikes, accidents, etc. Seller agrees to flow this clause down to its suppliers and subcontractors, and promptly notify Buyer in writing when such events exist and/or anticipated or actual delays with its suppliers or subcontractors that may affect performance under the Purchase Order. Notification shall not relieve Seller of its obligation to comply with this Agreement’s delivery requirements including due date(s).
    14. Upon completion or termination of this Agreement and as directed by Buyer, any excess Products, or parts thereof, shall be delivered free of charge to Buyer at the designated delivery point at Seller’s risk and expense or destroyed and the destruction certified by Seller. Seller shall not sell, or otherwise dispose of as scrap or otherwise, any completed or partially completed or defective Products without defacing or rendering such Products unsuitable for use.
    15. Seller agrees and acknowledges that all Products, or portions thereof under this Agreement, may be incorporated into deliverables under the next higher tier or prime contract, for example. Seller hereby grants Buyer the right to deliver all Products, or any portion thereof, under the next higher tier or prime contract. Seller further hereby agrees to deliver all Products under this Agreement with the appropriate markings required by the Government regulations incorporated into the Agreement.
    16. Seller shall provide to Buyer written periodic status reports of Seller’s activities and projects in sufficient detail to evidence the nature and scope of the Products (including the Services), and shall provide related work records, meeting reports and similar documents, all as reasonably requested by Buyer. In addition, Seller shall promptly meet (in person or by telephone) with Buyer, as requested by Buyer, to discuss any matters pertaining to this Agreement or Seller’s performance hereunder.
  20. Inspection and Acceptance; Nonconforming Products.
    1. All Products, including raw materials, components, intermediate assemblies, tools, equipment, and end Products, may be inspected and tested by Buyer, its customers and higher tier contractors at all reasonable times and places. If the Agreement specifies any inspection or testing is to be made on Seller’s premises, Seller shall provide without additional charge, all reasonable access, facilities and assistance for such inspections and test. In its internal inspection and testing of the Products, Seller shall provide and maintain an inspection system acceptable to Buyer and Buyer’s customers covering the product hereunder. All inspection records relating to the Products shall be available to Buyer and Buyer’s customer during the performance of this Agreement. Unless specified elsewhere, Seller shall maintain, for a period of seven (7) years after the of the last delivery or acceptance of the last lot whichever is longer, quality and inspection records, purchase order files for supplies, equipment, material, or services including supporting documentation, invoices, and supporting memoranda.
    2. Final inspection and acceptance by Buyer shall be at destination unless otherwise specified in this Agreement. Such inspection shall be in accordance with the stated requirements of this Agreement. If rejection of a shipment would result from Buyer’s normal inspection level under such procedures, Buyer may, at its option, conduct an above-normal level of inspection and charge Seller the reasonable costs thereof. If a lot is rejected, Buyer may screen, rework, repair, and/or test that lot at Seller’s expense.
    3. Notwithstanding any prior acceptance, no inspection (including source inspection), tests, approval (including design approval) or acceptance of the Products shall relieve Seller from responsibility for any defects in the Products or other failures to meet the requirements of this Agreement, or for latent defects, fraud, such gross mistakes as amount to fraud, Seller’s warranty obligations, or in Buyer’s judgment, defectiveness in material or workmanship or other failure to meet the drawings, designs, statement of work, specifications, or other technical documents, or other requirements of the Agreement. Buyer’s failure to inspect, accept or reject Products, or failure to detect any nonconformity by inspection shall not relieve Seller from its obligations or any liability, nor impose liabilities on Buyer, its agents, or customers.
    4. If Buyer determines at its sole discretion that any of the Products are nonconforming or otherwise do not meet the requirements of this Agreement, Buyer, at its option and at Seller’s expense, may, without limiting any other remedies available to Buyer, require Seller to: (i) rescind this Agreement as to such Products; (ii) reject such Products and require the delivery of replacements; (iii) retain and correct, any Products that do not conform to the requirements of this Agreement, even if Buyer does not discover the nonconformity until after Buyer uses such Products or manufactures products made with such Products; (iv) reject all Products and have them shipped back to Seller at Seller’s expense and any re-performance of defective or nonconforming Services shall be at no cost to Buyer; (v) have a third party make or perform, all repairs, modifications, or replacements necessary to enable such Product to comply in all respects with the Agreement requirements and charge the expense incurred to Seller; and/or (vi) terminate this Agreement for default in whole or in part. Deliveries of replacements shall be accompanied by a written notice specifying that such Products are replacements. If Seller fails to deliver required replacements promptly, Buyer may terminate this Agreement for cause as provided in Section 14 hereof. Buyer’s right to reject nonconforming deliveries extends to those which arrive late, in the incorrect quantity, or improperly labeled. Buyer may charge Seller for expenses of inspection for Products which do not conform to the Agreement. The risk of loss of nonconforming Products remains with Seller.
    5. Buyer’s remedies are cumulative and in addition to all remedies set forth herein or otherwise legally available. Buyer may exercise its remedies either individually or cumulatively. Buyer’s remedies shall include, but not be limited to, incidental and consequential damages and the cost of any recall campaigns or other corrective actions. Buyer’s selection of any particular remedy, or its forbearance in exercising any remedy available to it, shall not constitute an election or waiver of any other remedy.
    6. Buyer reserves the right to assign representatives on an itinerant or resident basis at Seller’s facilities or those of lower-tier subcontractors for the purpose of maintaining surveillance activities, including the right to witness any or all tests performed as part of the requirements of this Order. Seller shall provide Buyer’s representatives with reasonable facilities and equipment, and unescorted free access to all areas essential to the proper conduct of the aforementioned activity throughout all phases of engineering, manufacturing, testing, packaging, and shipping. In addition, Seller agrees to make available to Buyer’s representatives pertinent planning, status, and forecast information and such other technical and management reporting as may be necessary for Buyer’s representatives to carry out their responsibilities.
  21. Packing and Cartage. No charge will be allowed for packing, boxing, or cartage without the written approval of Buyer. Damage to any items not packed or labeled to ensure proper protection thereto will be charged to Seller. Shipping documents and a separate invoice for each shipment on this Agreement must be mailed to Buyer’s office issuing this Agreement on the day shipment is made. Packing lists must accompany each shipment. Each package, invoice, bill of lading and shipping notice must be marked plainly with Buyer’s Order number.
  22. Disputes/Claims.
    1. Any dispute between Buyer and Seller shall first be referred to the respective representatives for each Party by Written Notice. The Parties, through their representatives and/or senior management shall confer in good faith to attempt to resolve the matter. If the Parties are unable to fully resolve the dispute, then the matter shall be resolved by binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association upon the demand of either Party. Arbitration proceedings shall be conducted by a sole arbitrator, who must be an attorney with at least ten (10) years of experience in the litigation of contract claims. Arbitration proceedings shall be conducted in Delaware. Arbitration proceedings shall be conducted in English, however if Seller requests and the arbitrator determines that all or any portion of the arbitration proceedings will be conducted in a foreign language, Seller agrees to be solely responsible for all costs of translation to English. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof, or in accordance with International Arbitration Rules if applicable.
    2. As used in this Section, the term “dispute” shall mean any controversy or claim arising out of or related to this Agreement, or the breach thereof, except for Buyer’s unilateral contractual rights including, but not limited to, those set out in Section 19 and Section 14.
    3. Without waiver of Section 22(a), either Party may seek preliminary equitable or injunctive relief in any court of competent jurisdiction pending the decision of the arbitrator. The Parties further agree that irreparable damage may occur for which monetary damages, even if available, would not be an adequate remedy, if any of the provisions of this Agreement were not performed in accordance with the specific terms hereof or were otherwise breached. Accordingly, either Party is entitled to an injunction or injunctions to prevent breaches or threatened breaches of this Agreement or to enforce specifically the performance of the terms and provisions hereof, in addition to any other remedy to which it is entitled at law or in equity irrespective of any contractual or statutory limitations which may apply to such damages. The right of specific performance is an integral and material part of the Agreement and without that right, neither Party would have entered into this Agreement.
    4. Seller to Continue Performance. Except in an instance where Buyer terminates the Agreement under Section 14, Seller shall proceed diligently with performance of the Purchase Order pending final resolution of any request for relief, claim, dispute, appeal or action arising under or in connection with this Agreement and pending such resolution shall comply with Buyer’s written direction, if any, on the matters at issue.
    5. In no event shall Seller acquire any direct claim, or direct course of action against the United States Government except as approved in writing by Buyer pursuant to this clause or as otherwise authorized by law.
  23. Definitions. As used in these Standard General Terms and Conditions for Goods & Services:
    1. “Buyer” – The legal entity issuing this Agreement, who is contracting with Seller and is expressly identified on the Purchase Order.
    2. “Seller” – The legal entity which contracts with Buyer to provide Products hereunder.
    3. “Agreement” – The Purchase Order, these Standard General Terms and Conditions for Goods & Services, including any referenced special or supplements, specifications, drawings, technical data, statement(s) of work, quality provisions, and other documents incorporated herein (including any changes).
    4. “Products” – As may be applicable, all required articles, assemblies, components, data, drawings, goods, items, labor, materials, parts, products, reports, Services (incidental or otherwise), software, and supplies.
    5. “Supply Chain Representative” – The individual authorized to issue this Agreement as Buyer’s authorized representative.
    6. “Seller Engaged Personnel” – Any of Seller’s employees; Seller’s contingent, contract, or temporary workers; or Seller’s agents or subcontractors engaged, directed, or allowed by Seller to provide work or Products directly or indirectly to Buyer under this Agreement.
    7. “Services” – All services provided, or required to be provided, by Seller pursuant to this Agreement.
    8. “Purchase Order” – Wherever used throughout this document the terms “Order” and/or “Purchase Order” shall mean, collectively, any purchase order duly authorized and executed between Buyer and Seller, including but not limited to any purchase order issued by Buyer to which these Terms and Conditions are incorporated by reference..
    9. “Written Notice” – The term “Written Notice” or “Notice” as used throughout the Purchase Order shall mean written notice, except where specifically provided herein to the contrary. Written notice shall be deemed to have been duly served when delivered by a verifiable means such as certified mail, courier or express service, telephone facsimile or electronic mail, to the business address of the person, firm, or corporation for whom intended, or to his, their or its duly authorized agent, representative or officer.

Revised: August 7, 2025