STANDARD TERMS AND CONDITIONS FOR PURCHASE ORDERS
Effective: October 8, 2025
1. Applicable Agreement.
By shipping the subject goods, by providing the requested services, or by acknowledging receipt of the
purchase order (“Purchase Order”), Seller agrees to the terms and conditions of sale set forth in the Purchase
Order and these Standard Terms and Conditions for Purchase Orders (“Terms and Conditions”), which are
incorporated into the Purchase Order by reference. As used herein the term “Agreement” means any
Agreement with Seller resulting from acceptance of the Purchase Order or regarding the goods and/or
services described in the Purchase Order. Any different or additional terms included in or referenced by
Seller’s acknowledgment of the Purchase Order are hereby objected to and rejected. Acceptance of the
Purchase Order is expressly limited to the terms of the Purchase Order, which by reference includes these
Terms and Conditions. Except as provided herein, any modification must be in writing and must be signed
by an authorized representative of Buyer.
2. Time.
Time is of the essence. Buyer may refuse to accept all or any part of goods which are not received or services
which are not performed by the time specified.
3. Packaging and Delivery.
a. Deliveries shall be made in the quantities and at the times specified in the Purchase Order and in
subsequent communications. Buyer shall not be required to make payment for goods delivered to Buyer or
services provided exceeding the quantity specified by Buyer for delivery or which are different from the
goods and/or services ordered. Buyer may modify the delivery schedules, change the rate and timing of
scheduled deliveries or temporarily suspend scheduled deliveries, and such action by Buyer shall not entitle
Seller to change the purchase price. If a delivery schedule is not set forth in the Purchase Order, Seller shall
deliver the goods in such quantities as Buyer may designate in subsequent releases or purchase orders.
b. If Seller’s acts or omissions result in its inability to meet Buyer’s delivery requirements, Buyer shall
have the right to require Seller to use a more expeditious mode of transportation than that specified herein,
and Seller shall be responsible for the additional cost incurred as a result.
c. Seller shall package the goods in a manner reasonably designed to fully protect the goods from loss
or injury and to permit the goods to be shipped by the most economical method of rail or motor
transportation. Such packaging shall conform fully with any packaging conditions specified herein.
d. Seller warrants that its goods were produced in compliance with applicable requirements of the Fair
Labor Standards Act, as amended, and all regulations and orders entered in connection therewith.
e. Seller will provide instructions for the proper use and care of any goods delivered by not later than
the delivery date.
f. Seller warrants that the goods include the safety devices and/or features shown in the applicable
specifications and that the goods and the safety devices and/or features contained in the goods meet the
requirements of any local, state or federal laws or regulations including those issued under OSHA.
g. Unless otherwise provided in the applicable purchase order(s), risk of loss shall pass to Buyer upon
delivery to the location specified in the Purchase Order.
4. Termination and Change.
a. Buyer may terminate the Agreement with Seller, or any order(s) under the Agreement with Seller,
for cause in the event of any default by Seller. Examples of cause include, but are not limited to: (i) late
deliveries, (ii) deliveries of goods or services that are defective or that do not conform to the specifications
provided by Buyer in connection with the Purchase Order or (iii) failure, upon request, to provide Buyer with
reasonable assurances of future performance. Additionally, Buyer may immediately terminate the
Agreement if any of the following occur: (i) Seller discontinuing its normal business operations; (ii)
insolvency of Seller; (iii) the filing of an involuntary or voluntary petition of bankruptcy against Seller; (iv)
Seller executing an assignment for benefit of creditors; or (v) the appointment of a receiver, trustee, or other
custodian with respect to some or all of Seller’s assets. If a termination for cause occurs pursuant to this
section, Buyer shall not be liable to Seller for any amount, except for confirming goods and services
previously delivered for which payment had not yet been made and Seller shall be liable to Buyer for all
damages sustained by reason of the default which gave rise to the termination. Buyer may set-off the damage
against any amounts it owes Seller.
b. Buyer reserves the right to terminate the Agreement with Seller or any order under the Agreement
for Buyer’s sole convenience. In the event of such termination, Buyer shall give notice to Seller, and Seller
shall immediately stop all work and shall forthwith cause all of its suppliers and subcontractors to cease
work. Upon approval by Buyer, Seller shall be paid a reasonable termination charge consisting solely of a
percentage of the price reflecting the percentage of the work performed prior to notice of termination. Within
thirty (30) days after receipt of a notice of termination, Seller shall submit its claim to Buyer. Buyer reserves
the right to verify the claim by auditing all relevant records. Seller shall not be paid for any work performed
after receipt of a notice of termination, or for any costs incurred by Seller, suppliers or subcontractors, which
Seller could reasonably have avoided. In no event shall Buyer be liable for loss of profits or other cancellation
charges or damages of any kind.
c. Buyer shall have the right to make any changes, additions or alterations in the goods, services,
quantities, destinations, specifications, drawings, designs or delivery schedules. The parties will undertake
to negotiate an appropriate adjustment in price and terms where the Seller’s direct costs are materially
affected by such changes. A request by Seller for an adjustment in price or terms must be made within thirty
(30) days of any such change. All changes and adjustments must be in writing and signed by a duly authorized
representative of Buyer.
5. Price.
The goods will be furnished at the prices set forth in the Purchase Order. Seller warrants that the price for
the goods or services set forth herein is no less favorable than those currently extended to any other
customer for the same or similar goods or services in similar quantities. Buyer shall receive the full benefit
of all discounts, premiums, and other favorable terms of payment customarily offered by Seller to its
customers. In the event Seller reduces its price for the goods or services to one or more other customers,
Seller agrees to reduce the price to Buyer correspondingly. Seller warrants that the prices are complete, and
no additional charges of any type shall be added without Buyer’s express written consent, including but not
limited to shipping, packaging, labeling, customs duties, taxes, storage, insurance, boxing, and crating. All
cash discounts shall be computed from the date Buyer receives a final invoice or receipt of the goods or
services, whichever occurs later.
6. Warranties.
a. Seller warrants that the goods are new and free from defects in the material and workmanship, that
they conform in all respects to all descriptions, specifications, models, samples, drawings, or other writings
presented to Buyer by Seller in connection with such goods, that the conform with any specifications in any
catalog, manual, or brochure of the Seller if they are ordered from such writings and not specially made to
Buyer’s specifications, that the goods are fully merchantable and fit for the purposes for which such goods
are intended, which purposes Buyer has disclosed and explained to Seller. Seller further warrants that it has
good title to the goods free and clear of all liens and encumbrances and will transfer such title to Buyer. The
warranties contained in this provision shall survive any inspection, delivery, acceptance, or payment by the
Buyer.
b. Seller warrants and agrees that it has and will in the future comply with all applicable federal, state,
and local laws, rules and regulations.
c. These warranties shall in no way limit any other warranties which Buyer may have by operation of
law.
7. Indemnification.
a. Seller agrees to defend, indemnify, and hold harmless Buyer from and against all claims, losses,
damages, and settlement expenses from or arising out of a breach of Seller’s warranties and of which Buyer
notifies Seller at any time.
b. To the fullest extent permitted by law, Seller agrees to defend, indemnify, and hold harmless Buyer
and Buyer’s affiliated companies, directors, members, managers, officers, employees, agents and customers
(“Indemnitees”) from and against any loss, liabilities, costs, expenses, suits, actions, claims, and all other
obligations and proceedings, including without limitation all judgments rendered against, and all fines and
penalties imposed upon Indemnitees, and all attorney’s fees and any other costs of litigation (“Liabilities”)
arising out of injuries to persons, including death, or damage to property caused by Seller, its employees,
agents, subcontractors, or in any way attributable to the performance of Seller, including without limitation
breach of warranty or product liability; provided, however, that Seller’s obligation to indemnify Buyer shall
not apply to any liabilities arising solely from Buyer’s gross negligence or intentional misconduct.
c. Seller warrants that the goods purchased hereunder do not violate, interfere with, or infringe upon
or misappropriate any patents, trademarks, copyrights, trade secrets, proprietary rights, licenses or other
rights of third parties, and further covenants and agrees to defend, indemnify and hold harmless Buyer
against any claim, demand, judgment or award based upon violation, interference or infringement of any of
the aforementioned rights, and Seller further agrees, after notice, to appear and defend at its own expense
any suits or proceedings at law or in equity arising therefrom.
8. Inspection and Acceptance.
a. Acceptance, as that term is used in the Uniform Commercial Code, shall occur only when the Buyer,
after a reasonable opportunity to inspect and test the goods, either: (i) gives written notice that the goods
have been accepted, or (ii) uses the goods.
b. Buyer shall have the right to inspect and test all goods, supplies, special tooling, materials, and
workmanship to the extent practicable at all times and places, including during the period of manufacture.
Seller shall also provide and maintain an adequate inspection system. In case any goods delivered or services
rendered hereunder are defective in material or workmanship (or otherwise are not in conformity with the
requirements of the Purchase Order), Buyer shall have the right, notwithstanding payment or any prior
inspection or test, either to reject it or to require its correction. Any services which are required to be
corrected hereunder shall be corrected by and at the expense of Seller promptly after notice. Goods which
are rejected or required to be corrected shall promptly after notice be removed (if permitted or required by
Buyer) or corrected in place by and at the expense of the Seller, and they shall not thereafter be delivered
hereunder unless the former rejection or requirement of a correction is disclosed. If the Seller fails to
promptly remove such goods which are requested to be removed, or to promptly replace or correct such
goods, or to promptly correct any such services, Buyer either (i) may by contract or otherwise replace or
correct such goods or services and charge to Seller the increased cost to Buyer caused thereby, or (ii) may
affect a cancellation for default. Unless the Seller can correct or replace such goods or correct such services
within the delivery schedule, Buyer by written notice may accept such goods or accept such services subject
to a reduction in price reflecting the reduced value attributable to non-conformance. Seller assumes the risk
of damage to or loss of and all handling and transportation costs for defective goods delivered hereunder.
c. Buyer’s inspection, discovery of any breach of warranty, failure to inspect or discover any breach of
warranty, or any failure to give notice of any breach of warranty shall not waive any of Buyer’s rights or
remedies with respect to any breach of warranty by Seller whatsoever, and Buyer’s acceptance of the goods
or services shall not waive or release any of the rights Buyer may have as a result of Seller’s delivery of nonconforming goods. Acceptance shall not remove or diminish Buyer’s rights or diminish Seller’s responsibility
for latent defects. The rights described in the Purchase Order shall be cumulative with and shall not reduce
any other rights provided to Buyer by applicable law. All rights and remedies of the Buyer shall be
cumulative.
9. Delays and Force Majeure.
Seller shall not be liable for delays in the production or delivery of goods where such delays are beyond
Seller’s control only if Seller as soon as it becomes aware of such delays informs Buyer in writing of the
existence of such delays and the cause thereof. When Buyer is informed of such delays, it shall have the option
to rescind the Purchase Order in whole or in part, or to accept performance at such later date as Seller may
have specified in its notice. If Buyer rescinds the Purchase Order as to only a part of the performance due
hereunder, the contract price shall be adjusted to compensate Seller for its partial performance on a basis
which is consistent with the basis used in determining the original contract price. If Buyer elects to receive
goods which have been unavoidably delayed in delivery, it may direct Seller to ship the goods by a more
expeditious method of shipment than that provided for herein, and, in such event, Seller shall bear all the
additional expense attributable to such method of shipment.
10. Waiver.
No claim or right arising out of the breach of the Agreement can be discharged in whole or in part by a waiver
or renunciation of claim or right unless the waiver or renunciation is in writing signed by the aggrieved party.
11. Seller’s Liability.
Seller shall be liable for all costs, expenses, and damages, whether direct, indirect, incidental, or
consequential, arising from the breach of the Agreement. Any contract provision in Seller’s documents to the
contrary is hereby expressly rejected.
12. Setoff.
Buyer shall have the right to reduce its obligation to Seller and/or to setoff against obligations due to Seller
which arise pursuant to the Agreement or hereunder to the extent of any obligations of Seller or its parent,
subsidiaries, or affiliates to Buyer (“Seller’s Obligations”) whether Seller’s obligations arise pursuant to the
Agreement or otherwise. The right of Buyer to setoff may be asserted against any successor or assignee of
Seller’s rights against Buyer irrespective of when the Seller’s obligations arise.
13. Proprietary Rights.
Seller shall not use or disclose any data, specifications, designs, drawings or other information to or supplied
by or on behalf of Buyer, except as it may otherwise be required to do by law. Buyer is not conveying any of
Buyer’s proprietary rights to Seller. Seller grants Buyer a worldwide, royalty free, irrevocable license to use,
sell, repair or reconstruct the goods furnished pursuant to the Purchase Order.
14. Taxes.
Unless otherwise provided herein, the Seller assumes and agrees to pay all federal, state or local taxes
applicable to the goods or services being provided pursuant to the Purchase Order.
15. Assignment.
Seller agrees not to assign the Agreement or delegate its duties and obligations under the Purchase Order
without the written consent of the Buyer.
16. Law and Venue.
The Purchase Order and the Agreement and the rights and obligations of the parties shall be governed by
and construed pursuant to the laws of the State of Michigan. Any lawsuit arising in connection with the
Agreement shall be brought in the appropriate circuit court of the State of Michigan or the United States
District Court for the Eastern District of Michigan if subject matter jurisdiction can be established. The parties
hereby consent to the jurisdiction of such courts, agree that venue shall be appropriate in such courts, and
waive all arguments based upon lack of personal jurisdiction, improper venue, or an inconvenient forum.
17. Compliance With Law.
Seller shall comply with all federal, state and local laws, rules, regulations and ordinances applicable to its
performance of its duties under the Purchase Order.
18. Tools.
Seller shall keep in good condition, and replace when necessary, all tools, jigs, dyes, gauges, molds, patterns
and other items furnished by Buyer to Seller or paid for by Buyer to enable Seller to produce the goods
covered by the Purchase Order, and such items are and shall remain the property of Buyer. Buyer shall be
entitled to possession of the same at Buyer’s request upon termination, cancellation, or expiration of the
Agreement.
19. Miscellaneous Provisions.
a. The Purchase Order together with the current Terms and Conditions are intended as the final
expression of the Agreement between the parties and constitute a complete and exclusive statement of the
terms of their agreement and supersede any prior negotiations, discussions, agreements and
understandings.
b. Buyer’s waiver of a breach of any provision of this Agreement shall not be deemed a waiver of future
compliance therewith, and such provisions shall remain in full force and effect.
c. Drawings, models, samples, prototypes, engineering concepts, designs, tools, dies or fixtures or other
confidential items created by Buyer which Seller uses in the manufacture of the goods shall remain the
property of Buyer. Seller shall not disclose any confidential information of Buyer to any third party or use
such items other than in connection with the transactions governed by this document without the express
written consent of Buyer.
d. If Buyer has paid for tooling, all tooling shall be owned by Buyer and Seller shall have no ownership
of or rights to the tooling.
e. The Agreement does not transfer to Seller any patent, trade secret, trademark, service mark,
copyright, mask work or other intellectual property right (collectively, “Intellectual Property Rights”) of
Buyer or Buyer’s customers that Buyer makes available to Seller, or to which Seller has access to in
connection with the subject sales, other than the right to use the Intellectual Property Rights strictly and
solely in conjunction with Seller’s manufacture, supply and/or repair of any goods for Buyer.
f. The Agreement does not transfer to Buyer any patent, trade secret, trademark, service mark,
copyright, mask work, other intellectual property right, know how, or technical information (collectively,
“Intellectual Property Rights”) of Seller or Seller’s suppliers. Seller hereby grants to Buyer a perpetual, paidup, royalty-free, non-exclusive, worldwide, revocable license to all Seller’s Intellectual Property rights
subsisting or embodied in or used in connection with the goods in connection with Buyer’s sale or use of the
goods.
g. The parties shall comply with all applicable federal, state, local and foreign laws, orders, rules,
regulations and ordinances.
h. If the parties have entered into a Confidentiality or Non-Disclosure Agreement (“NDA”), the terms
and conditions of the NDA shall apply and control for confidentiality obligations between the parties. In
connection with the sale of goods from Seller to Buyer, Seller may have access to Buyer’s confidential
information including, without limitation, inventions, developments, know how, specifications, business
plans, results of testing, systems, financial information, product information, methods of operation, customer
information, supplier information and compilations of data (“Buyer’s Confidential Information”). Seller may
use Buyer’s Confidential Information only for the purposes contemplated in connection with the sale and
shall not disclose it to third parties. Seller shall maintain the confidentiality of Buyer’s Confidential
Information with not less than the degree of care that Seller affords Seller’s Confidential Information. Seller
is permitted to disclose Buyer’s Confidential Information to its employees and authorized subcontractors on
a need-to-know basis only, provided that such employees and authorized subcontractors have written
confidentiality obligations to Seller no less stringent than the confidentiality obligations under this Section.
Seller’s confidentiality obligations shall survive termination of the sales of goods for so long as Buyer’s
Confidential Information remains confidential. In order to assure that Buyer is able to obtain the full benefit
of the restrictions set forth in this Section, Buyer shall be entitled to injunctive relief including, but not limited
to, emergency, preliminary, temporary and permanent injunctions, from any court of competent jurisdiction
as may be necessary to enjoin any violation of the foregoing covenants, without the necessity of proving
immediate irreparable harm or an inadequate remedy at law.
i. The agreement between Seller and Buyer is solely for their benefit and nothing is intended to create
any rights for anyone other than Seller and Buyer.
j. BUYER IS UNWILLING TO CONTRACT WITH SELLER ON ANY TERMS OTHER THAN AS SET
FORTH HEREIN AND IN THE PURCHASE ORDER. BUYER CONDITIONS SELLER’S ACCEPTANCE UPON
SELLER’S AGREEING TO ALL OF THE TERMS PROPOSED BY BUYER AND BUYER REJECTS ANY
PROPOSED ADDITIONAL OR DIFFERENT TERMS.
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