These Purchase Order Terms and Conditions (“Terms and Conditions”), and the Purchase Order (with any and all appendices, and/or exhibits attached hereto or otherwise issued by WEISS North America, Inc. in connection herewith, collectively, the “Purchase Order”) by and between WEISS North America, Inc. (“Weiss”) and Seller (as defined in the Purchase Order) (WEISS and Seller, collectively, the “Parties,” each a “Party”), constitute the entire agreement between WEISS and Seller relating to the Goods and supersede and replace any and all prior discussions and agreements between the Parties. If any discrepancy, difference or conflict exists between the various provisions of the Purchase Order and these Terms and Conditions, these Terms and Conditions shall govern. Capitalized terms used but not defined herein shall have the meanings ascribed in the Purchase Order. WEISS hereby gives notice of its objection to any different or additional terms other than those terms and conditions set forth herein.

WEISS may make changes to the Purchase Order at any time, and Seller shall accept such changes. Any changes to the Goods (as defined hereafter) shall be negotiated in advance by the Parties and agreed to in writing. If a change causes an increase or decrease in cost and/or time required for performance of the services, an equitable adjustment shall be made and the Purchase Order shall be modified accordingly. If price, terms, shipping date or any other expressed condition of the Purchase Order cannot be achieved or met by Seller, WEISS must be notified and must accept in writing any variation prior to shipment or delivery.

Prices or fees for conforming goods, items, or services specified in the Purchase Order (collectively, the “Goods”) shall include any applicable transportation charges, insurance costs, shipping and handling fees and taxes.

Upon Acceptance (as defined hereafter) of the Goods pursuant to Section 6 herein, WEISS agrees to pay all amounts due within sixty (60) days of receipt of Seller’s invoice (less any deposits paid to Seller (if any)) unless otherwise agreed to by the Parties in the Purchase Order; provided, however, Seller shall invoice WEISS and WEISS shall only be obligated to pay such invoice if issued to WEISS subsequent to delivery, receipt and Acceptance of all Goods ordered under the Purchase Order.

Seller hereby agrees to on-time delivery based upon the timeline set forth in the Purchase Order. If the Purchase Order does not specify a delivery date (the “Delivery Date”) or timeline, Seller shall provide the Goods as if time is of the essence. Changes, modifications or any delay resulting from WEISS that prevents Seller from achieving the Delivery Date shall not constitute a breach of this Purchase Order by Seller. If Seller anticipates a delay in the delivery of the Goods, Seller shall immediately notify WEISS. In the event that Seller fails to deliver the Goods by the Delivery Date, or Seller fails to deliver conforming Goods, WEISS may purchase substitute Goods elsewhere and charge Seller for any additional expense incurred relating to the purchase of such substitute Goods. Seller shall deliver all Goods in accordance with the terms of the Purchase Order. If delivery of the Goods is not complete by the Delivery Date, WEISS may, without liability, and in addition to its other rights and remedies, terminate the Purchase Order, by notice effective when received by Seller, as to Goods not yet delivered or rendered. Acceptance of any part of the Purchase Order shall not bind WEISS to Accept (as defined hereafter) any future shipments nor deprive it of the right to return Goods already Accepted (as defined hereafter).

Seller shall substantially pack, mark, and ship all Goods in a manner to secure the lowest, reasonable transportation cost and in accordance with the shipping instructions contained in the Purchase Order and the requirements of common carriers. Seller shall be liable for any difference in shipping charges arising from its failure to follow the shipping instructions contained herein or properly describe the shipment. The Parties agree to assist each other in the prosecution of claims against carriers.

As a condition precedent to payment for the Goods by WEISS to Seller, WEISS shall Accept those Goods (in whole or in part thereof) on the Delivery Date or as otherwise set forth in the Purchase Order. For purposes of these Terms and Conditions, “Acceptance” means the point at which WEISS accepts or is deemed to accept the Goods in accordance with the terms set forth in the Purchase Order. Acceptance shall include the terms “Accept” and “Accepted”. The Goods shall be deemed to have been Accepted (i) in the absence of written notification of non-Acceptance by WEISS to Seller within a reasonable period of time, or (ii) upon timely delivery of the Goods identified herein to the shipping address specified on the face of the Purchase Order and the examination and confirmation that the Goods conform to their applicable specifications. Prior to Acceptance, title to the Goods remains with Seller; all risks of damage, injury, or loss thereto, or partial or complete destruction thereof, will be borne and assumed by Seller. By way of clarification, WEISS hereby retains the right to reject any non-conforming Goods and shall not be obligated to Accept any non-conforming Goods.

Payment for the Goods provided under the Purchase Order shall not constitute Acceptance thereof. WEISS may inspect and test such Goods and reject any or all items that are, in WEISS’ sole judgment, non-conforming. Goods rejected or supplies in excess of quantities ordered may be returned to Seller at its expense. Failure by WEISS to inspect and/or test the Goods shall not be deemed Acceptance by WEISS.

In addition to Seller’s standard warranty relating to the Goods, Seller warrants that the Goods to be delivered pursuant to the Purchase Order (i) are of merchantable quality and free from defects in material or workmanship, (ii) shall conform to all specifications or other descriptions furnished to and approved by the Parties, (iii) comply with all applicable international, federal, state and local laws, rules and regulations (including, without limitation, those concerning health, safety, and environmental standards) which bear upon Seller’s performance, (iv) shall be new and not refurbished or reconditioned, unless expressly agreed in writing by WEISS, and (v) are not restricted in any way by any patents, copyrights, mask work, trademark, trade secrets, or intellectual property, proprietary or contractual rights of any third party. In addition, Seller warrants that WEISS shall have good and marketable title to all Goods (including components thereof) purchased pursuant to transactions contemplated under the Purchase Order, free of all liens and encumbrances and other restrictions, and that no licenses are required for WEISS to use such Goods. The terms of this Section 8 shall not be waived by reason of Acceptance of the Goods or payment therefore by WEISS.

WEISS may for any reason and at any time, at its option cancel any unshipped Goods. WEISS reserves the right to cancel the Purchase Order, or any portion of the Purchase Order, without liability, if; (i) delivery is not made when and as specified; (ii) Seller fails to meet contract commitments as to exact time, price, quality or quantity; (iii) Seller ceases to conduct its operation in the normal course of business; (iv) Seller is unable to meet its obligations as they mature; (v) proceedings are instituted against Seller under the bankruptcy laws or any other laws relating to the relief of creditors; (vi) a receiver is appointed or applied for by Seller; or (vii) any assignment is made by Seller for the benefit of creditors. WEISS also reserves the right to cancel for any other reason permitted by the Uniform Commercial Code then in effect in the state where WEISS has signed this order.

 10. RISK OF LOSS

Seller assumes all risk of loss of or damage to all Goods ordered and all work in progress, materials, and other items related to the Purchase Order until the same are finally Accepted by WEISS. Seller assumes all risk of loss of or damage relating to any Goods, work in progress, materials, and other items rejected by WEISS until the same are received by Seller or Accepted by WEISS.

To the fullest extent permitted by law, Seller shall indemnify, defend, protect, and hold harmless WEISS and its agents, personal representatives, assigns, parents, subsidiaries, affiliates, related entities, successors, transferees, shareholders, directors, officers, owners, members, managers, and employees (each an “Indemnitee”, and collectively, the “Indemnitees”) from and against all claims, losses, liabilities, damages, lawsuits, actions, proceedings, arbitrations, taxes, penalties, or interest, associated auditing and legal expenses, and other costs incurred by Indemnitee(s) (including reasonable attorneys’ fees and costs of suit).

Seller shall maintain adequate insurance in any and all forms necessary to protect both Seller and WEISS against all liabilities, losses, damages, claims, settlements, expenses, and legal fees arising out of or resulting from performance or provisions of the Purchase Order. Although evidence of certain minimum coverage may be required, nothing contained herein shall abridge, diminish or affect Seller’s responsibility for the consequences of any accidents, occurrences, damages, losses, and associated costs arising out of or resulting from performance or provisions of the Purchase Order.

Seller shall not advertise, publicly announce or provide to any other party information relating to the existence of the Purchase Order or use WEISS’ name in any format for any promotion, publicity, marketing or advertising purpose, without WEISS’ prior written consent. All information, drawings, material, goods, equipment, apparatus or documents disclosed or delivered to Seller by WEISS or arising from work or services done for WEISS, and also all knowledge of any business relationship between Seller and WEISS, shall be treated by Seller as confidential proprietary information of WEISS and shall not be disclosed or made available to others by Seller without prior written permission by WEISS. Seller also agrees not to use any of such information, drawings, material, goods, equipment, apparatus or documents for the manufacture or production of products or components for any other party or for Seller. Such obligation shall not apply to any information, material, goods, equipment or apparatus which Seller establishes (i) is already known to Seller at the time of its receipt from WEISS as shown by Seller’s records, (ii) is or subsequently becomes available and accessible to the public through no fault of Seller, or (iii) is disclosed to Seller by a third party on a non-confidential bases.

The title to any tangible property, including but not limited to material, goods, equipment, apparatus, documents, calculations, illustrations, plans, tender documentation, profiles of requirements, requirements specification, designs, literary property, other documents and other data carriers such as models and other materials (e.g., tools), provided to Seller by Weiss or produced by Seller in submitting a bid or estimate or in carrying out the Purchase Order for WEISS shall be vested in WEISS, and Seller agrees to return or deliver such tangible property to WEISS upon request. Seller hereby expressly assigns WEISS all copyrights in and to any material, goods, equipment, apparatus, documents, calculations, illustrations, plans, tender documentation, profiles of requirements, requirements specification, designs, literary property, other documents and other data carriers such as models and other materials (e.g., tools) produced by Seller for WEISS.

Seller, in the performance its duties hereunder, shall be an independent contractor only, and not an agent, employee, partner, or joint venture of, or with WEISS, and nothing herein shall be deemed to create or imply any relationship other than that of independent contractor. Seller shall have no authority to incur any obligations or expenses on behalf of WEISS or to act in any other manner on behalf of WEISS or in its name. Seller’s employees and contractors shall not be entitled to receive any compensation or employee benefits from WEISS.

Except as otherwise provided in the Purchase Order, any waiver by WEISS of a breach of any provision of the Purchase Order must be in writing and shall not be deemed a waiver of any other or subsequent breach. No delay or omission by WEISS in the exercise or enforcement of any right or remedy provided in the Purchase Order or by law shall be construed as a waiver of such right or remedy.

In the event that any provision of the Purchase Order shall be held invalid by any court, the remainder of the Purchase Order shall remain in force unless the invalid provision materially affects the rights of the Parties.

The Purchase Order is binding on WEISS and Seller and their respective successors, assigns, and legal representatives. Notwithstanding the foregoing, Seller shall not subcontract the work or assign the Purchase Order without the written consent of WEISS, and any assignment in violation of this Section 17 shall be void and of no effect.

The Purchase Order shall be governed by and construed in accordance with the laws of the State of Ohio without regard to its rules of conflict of laws. Seller submits to the exclusive jurisdiction of the courts of the State of Ohio and the United States of America located in the State of Ohio for any litigation arising out of or relating to this Agreement and the transactions contemplated hereby (and agrees not to commence any litigation relating thereto except in such courts), waives any objection to the laying of venue of any such litigation in the Ohio Courts and agrees not to plead or claim in any Ohio Court that such litigation brought therein has been brought in an inconvenient forum. Notwithstanding the foregoing, Weiss may seek and obtain injunctive relief against a breach or threatened breach of Seller’s obligations in any court having jurisdiction.

WEISS may delay delivery, performance, or Acceptance of the Goods ordered hereunder in the event of causes beyond its reasonable control. Seller shall hold such goods or refrain from furnishing such services at the direction of WEISS, and Seller shall deliver the goods when the cause effecting the delay is eliminated. WEISS shall be responsible only for Seller’s direct additional costs incurred by holding the goods or delaying performance of the services at WEISS’ request. Causes beyond Weiss’ reasonable control shall include, without limitation, government action or failure to act where required, strike or other labor trouble, war, terrorism, civil commotion, failure of communications systems, fire or similar catastrophe, and severe weather or other acts of God.

The provisions of the Purchase Order which by their explicit terms or their manifest intent are to survive, including without limitation those which relate to indemnification and use of WEISS’ name, advertising, publication, documents, ownership, confidentiality, and business information, shall survive termination, cancellation or expiration of the Purchase Order.