Terms and Conditions

1. AGREEMENT: DIFFERENT OR ADDITIONAL TERMS AND CONDITIONS REJECTED

This Purchase Order does not constitute a firm offer within the meaning of Section 7-2-205 of the Alabama Commercial Code and shall not be binding upon Purchaser (referred to herein as "us," "we" or "our") unless and until an Acknowledgment of Purchase Order has been signed and returned by Seller (herein referred to as "you", "your" or "yours") to our issuing office or you have shipped the goods or commenced the services covered by the Purchase Order. Your acceptance of this Purchase Order, whether by written acknowledgement, shipment of goods or commencement of services shall constitute your acceptance of the Terms and Conditions contained herein whether or not you supplied different or additional language, terms or condition in your quotation, acknowledgment, invoice or other related communication. Any such additional or different language, terms or conditions are hereby rejected, and neither they nor any other modification or waiver of any provision hereto shall be binding upon us unless we have provided you written approval thereof specifically referring to such other terms or conditions.

It is a condition of this order that any provisions printed or otherwise contained in any Acknowledgement of Purchase Order that are inconsistent with or in addition to the terms and conditions herein stated, and any alteration in the Purchase Order, shall have no force or effect, and that you by such acknowledgement thereby agree that any such provisions therein or any such alterations shall not constitute any part of this Purchase Order. To the extent that this Purchase Order might be treated as an acceptance of your prior offer, such acceptance is expressly made on condition of your assent to the terms hereof and shipment of the goods or commencement of the services shall constitute such assent. We reserve the right to reschedule any delivery or cancel any Purchase Order at any time prior to shipment of the goods or prior to commencement of any services, and we shall not be subject to any charges or other fees as a result of such cancellation.

2. PRICE AND EXTRA CHARGES

All prices quoted or charges for goods or services by you shall be as low as any price quoted or charged to other customers for similar goods or services. If the price is not stated on this Purchase Order or if any other essential information is not shown, such information must be inserted by you or, in the alternative, invoices shall be at the price last quoted or charged, whichever is lower. THIS ORDER MUST NOT BE FILLED AT A HIGHER PRICE THAN THAT STATED ON THE FRONT HEREOF OR THAT LAST QUOTED OR CHARGED BY YOU WITHOUT OUR PRIOR WRITTEN CONSENT. No additional charge of any kind, including without limitation, charges for boxing, packing, cartage, and the like, will be paid by us without our prior written consent. Unless otherwise stated, the prices do not include sales, use, excise and similar taxes applicable to the goods or services furnished hereunder or the materials used in the manufacture thereof. All such charges shall be shown separately on your invoice.

3. SHIPMENT: TIME OF DELIVERY: DELAYS. TIME IS OF THE ESSENCE

Delivery of goods shall be made pursuant to the delivery schedule via the carrier and to the place specified on the face of the applicable Purchase Order. We reserve the right to return, shipping charges collect, all goods received in advance of the delivery schedule. If no delivery schedule is specified, the order shall be filled promptly and delivery will be made by the most expeditious form of land transportation. If no method of shipment is specified in the Purchase Order, you shall use the least expensive carrier. If the goods or services are not delivered in accordance with our directions and instructions, you shall reimburse us for any excess cost occasioned thereby. If you fail or refuse to proceed with this order or fail to make delivery according to the delivery schedule, we may cancel the then remaining balance of this order without penalty. All goods shall be packed in suitable containers to permit safe transportation and handling. Each delivered container must be labeled and marked to identify contents without opening and all boxes and packages must contain packing sheets listing contents. Our Purchase Order number must appear on all shipping containers, packing sheets, delivery tickets and bills of lading.

4. TERMS AND PAYMENT

Credit period begins on date we receive the goods, services or invoices, whichever is later. If terms are not shown on invoice, 2% 10th proximate net 30 days will be taken. Payment will be deemed made on date we forward check to you. We will not accept C.O.D. shipments or honor drafts without express prior written agreement. Payment shall not constitute acceptance of goods or waiver of any rights. All personal property taxes assessable on the goods prior to receipt by us of goods conforming to the Purchase Order shall be borne and paid by you.

5. QUANTITY

The specific quantity of goods ordered must be delivered in full, and we reserve the right to reject any shipment or delivery or any excess over the amount ordered where the quantity is greater or lesser than that ordered. Goods that are not accepted by us will be held at your risk and may be assessed reasonable storage charges. We may, at our option, and at your direction, return such good(s) at your risk, and all transportation charges, both to and from the original destination, shall be paid by you. Also, we reserve the right to charge you for the expense of unpacking, examining, sorting and repacking goods which have been rejected for any reason whatsoever.

6. IDENTIFICATION, RISK OF LOSS & DESTRUCTION OF GOODS

Identification of the goods shall occur in accordance with Section 7-2-501 of the Alabama Uniform Commercial Code. You shall assume all risk of loss until receipt by us of the goods. Title to the goods shall pass to us upon receipt by us of the goods at the designated destination. If the goods are destroyed prior to the title passing to us, we may at our option cancel the Purchase Order or require delivery of substitute goods of equal quantity and quality. Such delivery will be made as soon as commercially practicable. If loss of goods is partial, we shall have the right, but not the duty, to require delivery of the goods not destroyed.

7. FABRICATION AND MATERIAL COMMITMENTS

Unless authorized in writing by us, you shall not make commitments nor fabricate goods in advance or in excess of those required to meet shipment of delivery dates. You shall notify us in writing 120 days prior to the date any part purchased or tooling used is to become obsolete.

8. INDEMNITY

9. HAZARDOUS ITEMS: DEFECTIVE ITEMS

Where there is information which reasonably supports the conclusion that a quantity of goods supplied or services rendered by you contain or have resulted in defects or hazards which could foreseeably cause death or serious bodily injury to any person or substantial property damage, you shall, at your own expense, use your best efforts to locate, identify and, where required, recall or repair such items whether in your possession or the possession of our customers. You shall immediately consult with us when it is learned that goods supplied by you may represent a hazard and each party shall consult the other prior to issuing any statements to the public, our customer, the Consumer Product Safety Commission or any other agency concerning safety hazards, except where such consultation would prevent the timely notification required by law or the rules and regulations of the affected agency. You shall, upon locating or recalling such items, repair or replace them or otherwise discharge at your expense the obligations imposable upon a manufacturer, importer or reseller of hazardous or defective products under the Consumer Product Safety Act or other applicable laws, rules, or regulations. Where such items are located by and/or problems remedied by us, whether in our own facility or elsewhere, you agree, upon presentation of documented invoices, to pay reasonable and necessary costs incurred by us in such activities.

10. WARRANTY

You expressly warrant that all articles, materials, services and work covered by this Purchase Order will conform to specifications, drawings, samples or other description relied upon by us and will be merchantable, of good materials and workmanship, free from defects and, if the articles are not ordered to such specifications, you warrant that they will be fit and sufficient for the purpose intended. You also expressly warrant that all goods provided will be new and will not be used or refurbished.

11. COMPLIANCE WITH LAW, INDEMNITY

You shall comply with all federal, state, and local laws, ordinances and regulations, as well as all executive and administrative orders, rules or regulations applicable to the manufacture, sale, delivery, packaging or labeling of the goods, in your performance of any work or service hereunder, including without limitation, the Fair Labor Standards Act of 1938, as amended, and agree upon request to furnish us a certificate of compliance with any such laws, orders or regulations in such form as we may from time to time require. If any work is done or service performed on our premises or other premises where we or our affiliated corporations may be responsible, you shall defend, indemnify and hold us and our affiliated corporations and our customers harmless from and against any liability, loss, cost or expense (including reasonable attorney s fees). Ex. Order 11246, as amended, Sec. 402 of Vietnam Era Vet Readjustment Act of 1972, as amended, and Sec. 502 of the Rehabilitation Act of 1973, as amended, contain required contract clauses relative to Equal Employment Opportunity and Affirmative Action and are incorporated herein by specific reference, where applicable.

12. GOVERNMENT CONTRACTS

If this Purchase Order involves goods or services for use in a government contract and you have been advised of this, all clauses and provisions required by federal law or regulation or the terms of the applicable government contract or subcontract are incorporated herein by reference, including without limitation any applicable clauses and provisions relating to renegotiation and nondiscrimination in employment. You may request from us copies of such applicable requirements and you shall execute such writings as we may reasonably request to confirm this agreement.

13. REJECTION: TERMINATION

We reserve the right to reject any shipment or delivery or portion thereof which does not conform to this Purchase Order. We may terminate this Purchase Order for our convenience, in whole or in part, by written or facsimile notice at any time. If this Purchase Order is terminated for convenience, any claim by you shall be settled on the basis of reasonable costs you have incurred in the performance of the terminated portion of this order prior to such termination and shall not include lost profit.

14. INSPECTION AND ACCEPTANCE

We shall have a reasonable time after receipt of goods or services and before payment to inspect them for conformity hereto. Inspection and test of the goods by us may at our option be made at your plant and/or the point of destination. Goods received prior to inspection shall not be deemed accepted until we have run an adequate test to determine whether the goods conform to the specifications hereof. Use of a portion of the goods for the purpose of testing shall not constitute acceptance of the goods. You shall maintain an adequate and consistent inspection and quality control program to assure that the goods meet specifications as to appearance, performance and reliability, and you shall make available to us upon request the results of such inspection and quality control programs. Our acceptance of the goods or our approval of your inspection and quality control program shall not relieve you from any of your obligations and warranties hereunder. Goods rejected and returned shall not be replaced except upon specific written request. Our right to inspect and accept or reject within a reasonable time from arrival shall exist regardless of whether payment has been made prior to such action.

15. OUR PROPERTY

Machinery, equipment, tools, jigs, dies, patterns, drawings, specifications, samples and the like furnished to you by us remain our property, and upon the completion of this order shall be returned to us in good condition. Unless otherwise agreed in writing, you shall insure, and supply evidence of such at your expense, all items for the reasonable value thereof against loss or damage of any kind. All special tools, dies, jigs, patterns, machinery, equipment and the like needed by you for the performance of this order shall be obtained by you at your own expense and shall be your property unless otherwise expressly agreed to in writing by us.

16. ASSIGNMENT: WAIVER: MISCELLANEOUS

You shall not assign or transfer this Purchase Order without our prior written consent. Any assignment to transfer made without our consent shall be null and void. Any waiver, whether express or implied, of any noncompliance by you, or breach by you, of any provision of this Purchase Order shall not be deemed a waiver of any other noncompliance or breach either past or future, and such provisions as well as all other provisions herein, shall remain in full force and effect. You acknowledge and approve the fact that items sold by you hereunder are for use in or inclusion with other products. As used herein, the terms "goods" and "merchandise" shall include all packaging and labeling employed in connection therewith.

17. GOVERNING LAW

Any right or remedy provided herein shall be in addition to and not in lieu of any other right or remedy otherwise available under applicable law. Our agreement and the performance thereof shall be governed in all respects by the laws of Alabama. Section headings are inserted solely for convenience of reference and shall not amplify, limit or otherwise affect the interpretation of the order. You shall bear all costs including attorney fees incurred by us and/or our customers in enforcing the provisions of the Purchase Order.

18. PROOF OF SHIPMENT

You shall mail or send by facsimile transmission to our issuing office on day of shipment, a bill of lading or other notice of shipment, giving order number and other relevant data. In case of F.O.B. shipments to location other than our normal business address, the original Bill of Lading must be mailed.

19. NOTICES

All notices, requests, demands, tenders, and other communications under this Purchase Order shall be in writing. Any such notice, request, demand, tender or other communication shall be deemed to have been duly given when actually delivered, or when delivered to a nationally recognized commercial courier for next day delivery, or when deposited in the United States Mail, Certified Mail, Return Receipt Requested, with all postage prepaid, to the address for each party set forth on the face of this Purchase Order, or when transmitted by facsimile to the facsimile number for each party set forth on the face of this Purchase Order. Rejection or other refusal to accept, or inability to deliver because of changed address or changed facsimile number of which no notice was given, shall be deemed to be receipt of such notice, request, demand, tender, or other communication. Any party, by written notice to the others in the manner herein provided, may designate an address or facsimile number different from that stated on the face of this Purchase Order.

20. ARBITRATION

Any controversy or claim arising out or relating to this Purchase Order, or the breach thereof, shall be settled by arbitration in Foley, Alabama, in accordance with the commercial arbitration rules of the American Arbitration Association then prevailing, and judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. The parties agree that the subject matter hereof embraces interstate commerce and as such wish to be bound by the provisions of the Federal Arbitration Act.

21. BANKRUPTCY OF SELLER

In the event of any proceedings, voluntary or involuntary, in bankruptcy or insolvency by or against you, the inability of you to meet your debts as they become due, or in the event of the appointment, with or without your consent, of an assignee for the benefit of creditors or of a receiver, then we shall be entitled, at our sole option, to cancel any unfilled part of this Purchase Order without any liability whatsoever.

22. SUPPLEMENTAL INFORMATION

Any specifications, drawings, notes, instructions, engineering notices, or technical data referred to in this Purchase Order shall be deemed to be incorporated herein by reference as if fully set forth. In case of any discrepancies or questions, you shall refer to us for decision or instructions or for interpretation.

23. WAIVER OF LIENS

You hereby waive and relinquish all liens and claims statutory or otherwise which you now have or may hereafter have as a result of labor done and materials furnished by you or us in performance of the within order.

24. CANCELLATION

We reserve the right at any time, and from time to time without cause, to cancel all or any part of the undelivered portion of this order by notice to you. In the event of such cancellation, we shall not be liable to you for loss of anticipatory profits. The provisions of this paragraph shall not limit or affect our right to terminate this Purchase Order for default by you.

25. TRADE NAME

Unless authorized by us in writing, our name, trade name, or the name or trade name of any of our subsidiaries or affiliates, shall not be used in your advertising.

26. INDEPENDENT CONTRACTOR

We are interested only in the results obtained under this Purchase Order; the manner and means of achieving the results are subject to your sole control. You are an independent contractor for all purposes, without express or implied authority to bind us by contract or otherwise. Neither you nor your employees, agents or subcontractors are agents or employees of us, and, therefore, they are not entitled to any employee benefits from us, including but not limited to any type of insurance. You shall be responsible for all costs and expenses incident to performing your obligations under this Purchase Order and you shall provide your own supplies and equipment.

27. ENTIRE AGREEMENT; MODIFICATION

This Purchase Order is the complete, final and exclusive statement of the terms of the agreement between the parties and supersedes any and all other prior and contemporaneous negotiations and agreements, whether oral or written, between you and us relating to the subject matter hereof. This Purchase Order may not be varied, modified, altered, or amended except by a writing signed by you and us.

28. COMPLIANCE WITH HUMAN RIGHTS POLICY

Seller agrees that it (i) will not, directly or indirectly, use forced labor or any forms of human trafficking and (ii) will comply with Buyer’s Human Rights Policy Statement as set forth on Buyer’s website at https://www.vulcaninc.com/human-rights.php. Seller further agrees to ensure that its suppliers will do the same.