Terms of Purchase

ACCEPTANCE: Acceptance of this contract by any means other than on the face of a duplicate copy hereof shall be deemed an acceptance upon the terms and conditions herein stated and none other, and no additional or different terms or conditions contained in any other form of acceptance, confirmation or acknowledgement shall be binding upon the parties hereto, but the same shall be deemed mere surplusage unless specifically agreed to in writing and made a part of the contract.

PRICE: The prices herein stated constitute the full purchase price to be paid by Metal Components, LLC (hereafter referred to as BUYER) and no charge will be allowed for packing or crating unless stated herein.

In the event Buyer makes payment of invoice within the period allowed for the purpose of obtaining any cash discount offered, such payment shall not prejudice the right to return articles found defective or which fail inspection, and receive credit or reimbursement from seller.

Individual invoices showing order number and purchase item number must be issued for each shipment applying against this order. Buyer reserves the right to return all invoices submitted incorrectly and purchase order items shall be determined as of date of latest correct invoice received. Shipping containers must be labeled or marked to identify contents without opening and contain packing sheets listing contents. Buyers purchase order numbers must appear on all packing sheets, delivery tickets & bills of lading.

DELIVERY: Deliveries of all articles or materials covered by this order are to be made at Buyer’s plant in Grand Rapids, MI, as designated on the face hereof. In the event of Sellers failure to make delivery as specified and it becomes necessary for Buyer to redeliver to correct location or to get shipments by express or otherwise at increased cost, Seller shall pay such additional transportation expense.

DRAWINGS TOOLS, ETC.: All designs and associated intellectual property(IP), drawings, tools, dies, jigs and special fixtures or other property furnished or paid for by or charged to Buyer shall belong and be returnable to Buyer upon demand in good condition, ordinary wear and tear excepted.

QUALITY: In case any of the articles or materials furnished hereunder do not conform with the drawings or specifications, or are not equal to any sample upon which this order is based. Buyer reserves the right to cancel this order or to accept that part of any shipment which does conform and to reject that part which does not. Acceptance of any articles or materials furnished hereunder, whether defective or not, shall not be deemed a waiver of any of Buyer’s rights or claims on account of any breach of this contract. No returned goods shall be replaced without Buyer’s written authorization. Where specified, the Supplier must notify Buyer of any material and/or process changes prior to implementation.

LABOR: Seller agrees to comply with all applicable local, state and Federal laws or statutes and to indemnify Buyer against any loss or damage resulting from violation thereof.

Seller agrees in connection with the production of the articles and/or the performance of the services specified herein, to comply with the requirements of section 12 (a) of the Fair Labor Standards Act of 1938 as mended.

Seller, Contractor of Sub-contractor warrants that the products furnished to Buyer or work performed on his or the Buyer’s premises as required by this Purchase Order shall comply with the applicable provisions of the Federal Occupational Safety and Health Act of 1970 as it may be amended from time to time and the applicable standards promulgated pursuant to that Act, as they are in effect and in force on the date said products are furnished to Buyer or such services are performed for Buyer, whether on Seller’s or Buyer’s premises. Seller, Contractor or Sub-contractor also warrants that he will take effective steps to assure that any such products or services he may obtain from Sub-contractors shall also be produced or performed in accordance with that Act and the standards promulgated pursuant to that Act.

ASSIGNMENT: Seller may not assign this order without the prior written consent of buyer. Claims for monies due or to become due under this order may be assigned by the Seller provided that the Seller shall supply the buyer promptly with two copies of any such assignment. Payment to an assignee of any such claim shall be subject to setoff or recoupment for any present or future claim or claims which the Buyer may have against the Seller. Buyer reserves the right to make direct settlements and/or adjustments in price with Seller under the terms of this order, notwithstanding any assignment of claims for monies due or to become due hereunder and without notice to assignee.

TERMINATION: Buyer may terminate work under this purchase order in whole or in part at any time by notice to Seller in writing. Seller will thereupon immediately stop work on this purchase order or the terminated portion thereof and notify its subcontractors, if any, to do likewise. Except where such termination is caused by a default or delay at Seller. Seller shall be entitled to reimbursement for its actual costs incurred up to and including the date of termination, applicable to the termination and in accordance with the recognized accounting practices.

WAIVER: Any waiver of strict compliance with the terms hereof by Buyer shall not constitute a waiver of Buyers right to insist upon strict compliance with terms of this order hereafter.