Vendor Conditions

PURCHASE ORDER GENERAL TERMS AND CONDITIONS
("General Conditions")
SECTION 1. WHAT IS COVERED
1.01 Goods and Services. The General Conditions apply to the purchase by the Buyer from Supplier of production and resale goods and services and to
whom a Purchase Order has been issued, or to whom the General Conditions have been provided in connection with a Purchase Order ("Supplier"). The
Purchase Order is deemed to include production and resale: (a) service parts, components, assemblies and accessories; (b) raw materials; (c) tooling; and (d)
design, engineering or other services.
1.02 What is Being Purchased. The Purchase Order describes the goods and services being purchased and specifies the name and address of the Buyer and
the Supplier. The goods and services purchased are referred to as the Goods.
SECTION 2. DOCUMENTS USED IN PURCHASING
2.01 A "Request For Quote (RFQ) or Request for Proposal (RFP)" asks the Supplier to provide a quotation for the Goods. Any quotation must be based on
the General Conditions.
2.02 A Statement of Work is prepared or approved by the engineering activity of the Buyer.
2.03 The General Conditions are the primary contract terms and conditions that apply to the purchase of the Goods.
SECTION 3. THE TERMS AND CONDITIONS THAT APPLY
4.01 General. The contract between the Buyer and the Supplier for the purchase and sale of the Goods is the Purchase Order. The Purchase Order includes
the General Conditions.
4.02 Effective Date is shown on the Purchase Order. It is the date on which the Purchase Order went into effect.
4.03 Exceptions to General Conditions. Any exception, deviation, amendment, modification or waiver of any provision of the General Conditions or any
Purchase Order Document, whether made under an earlier Agreement or otherwise, will be binding on the Buyer only if it has been noticed in writing to the
Buyer and initialed in the margin of such notice or these General Conditions by the Buyer. The foregoing shall apply notwithstanding: (i) a merger or
integration clause or provision of similar effect in a purportedly final or additional contract document, (ii) a provision relating to hierarchy of documents
which purports to cause any other or later documents' provisions to control, (iii) inconsistent terms contained in a final or additional contract document, or
(iv) any other means; nonetheless, the terms and conditions set forth in these General Conditions shall govern. In no event shall Buyer's performance or
payment constitute acceptance of any such additional terms.
SECTION 5. WHEN THE CONTRACT IS FORMED
5.01 Buyer's Offer. When the Buyer issues a Purchase Order, it makes an offer to purchase the Goods from the Supplier on the terms and conditions
specified in Section 4.
5.02 Supplier Acceptance. The contract is formed when the Supplier accepts the offer of the Buyer. This occurs upon the earlier of: (a) the Supplier
beginning work or performance; or (b) the Supplier notifying the Buyer of its acceptance of the offer.
SECTION 6. QUANTITY
6.01 Requirements. The Supplier will provide the Buyer's requirements for the Goods as shown on the Purchase Order. The Buyer may reduce the Quantities
shown in the Purchaser order at any time prior to shipment and after shipment by paying the freight charges from and return to Supplier. Any restocking
charge or fee must be prominently set forth on the quote or proposal.
SECTION 7. VOLUME PROJECTIONS
7.01 Projections. If the Purchase Order so specifies, the Buyer may provide the Supplier with estimates, forecasts or projections of its future volume or
quantity requirements for the Goods. Often these are referred to as "Blanket Purchase Order" or "Blanket PO". These are Volume Projections. They are
provided for informational purposes only. The Supplier and the Buyer may agree on a time line over which Volume Projections will be provided.
7.02 No Commitment. Volume Projections are not a commitment by the Buyer to purchase the quantities specified in the Volume Projections. The Buyer's
purchase obligation is only as specified in Section 6. The Supplier acknowledges that Volume Projections, like any other forward looking projections, are
based on a number of economic and business factors, variables and assumptions, some or all of which may change over time, and may or may not be
accurate at the time they were made or later on. The Buyer makes no representation, warranty, guaranty or commitment of any kind or nature, express or
implied, regarding any Volume Projection.
SECTION 8. DURATION OF THE PRODUCTION PURCHASE ORDER
8.01 Initial Term. The Initial Term of the contract begins on the Effective Date shown on the Purchase Order and expires exactly 12 months from the
Effective Date.
8.02 Optional Extended Term.
(a) The Buyer, at its option, may extend the term of the Production Purchase Order.
(b) The Buyer will provide the Supplier with Written Notice of any Extended Term
SECTION 9. CHANGES
9.01 Changes to Buyer's Order. The Buyer may make changes to its order for the Goods at any time. These may include changes to the design,
specifications, engineering level, materials, packaging, shipping date, or time or place of delivery. The Supplier will make all changes requested by the
Buyer. The Supplier may not make any change on its own without first obtaining the Buyer's consent in a Written Notice.
9.02 Notice. The Buyer will provide the Supplier with notice of any change through an amendment or revision to the outstanding Purchase Order.
9.03 Impact on Cost. The Supplier will promptly notify the Buyer in a Written Notice if the proposed change will affect cost or timing and provide
substantiation of its claim. If the Buyer determines that an adjustment is appropriate, the Buyer and the Supplier will negotiate in good faith on an equitable
price adjustment (up or down), a change in shipping or delivery terms, or other appropriate adjustment. If the Buyer determines that no adjustment is
appropriate, it will so advise the Supplier in a Written Notice stating its reasons.
SECTION 10. PAYMENT TERMS AND TAXES
10.01 Payment Terms. The Purchase Order will show the payment terms.
10.02 Total Price and Taxes. The total price for the Goods will include duty, if applicable, and tax. The Supplier will separately show on its invoice any
duties, and any sales tax, use tax, value-added tax (VAT) or similar turnover taxes, levied on the Goods. The Supplier will provide whatever documents and
information the Buyer may require to support taxes paid, tax reporting, or recovery of VAT. Supplier will exempt any items from sales tax as to which the
Buyer has stated such are exempt and has provided an exemption certificate.
SECTION 11. QUALITY ASSURANCE
11.01 Compliance with Buyer's Programs. The Supplier will promote continuous quality improvement in the manufacture, production and distribution of the
Goods. The Supplier will comply with the quality assurance processes, inspections and standards specified by the Buyer for suppliers providing goods or
services similar in nature to the Goods.
SECTION 12. SHIPPING, PACKAGING, AND DELIVERY
12.01 Packing; Labeling. The Supplier will comply with the Buyer's requirements for packing, marking, labeling and shipping. The Supplier will ship only
the quantity of the Goods specified by the Buyer in the Purchase Order or Notice.
12.02 Delivery, Title and Risk of Loss. Goods will be delivered on or prior to the delivery date specified in the Purchaser Order, if any, time being of the
essence. Title and risk of loss will pass at the time and place of delivery in accordance with the delivery terms on the Purchase Order for the Goods, or the
provisions of applicable law.
SECTION 13. DELIVERY OF NONCONFORMING GOODS
13.01 Delivery; No Inspection. The Supplier will deliver only Goods that conform in all respects to the requirements described in Sections 22.01(a) through
(f). The Buyer is not required to inspect the Goods prior to their use. The Supplier waives any right to require the Buyer to conduct an inspection. Any
periods for inspection by the Buyer specified in the Ohio enactment of the Uniform Commercial Code, including, without limitation, R.C. 1302.57
(UCC2-513) and 1302.61 (UCC 2-602), shall be extended to the time when Buyer actually uses such Goods in production or resale.
13.02 Notice. If the Goods do not conform, the Buyer will inform the Supplier, orally or in writing, about the nonconformity as soon as reasonably
practicable after the Buyer has discovered it. The Buyer will confirm the nonconformity in a Written Notice if requested by the Supplier to do so.
13.03 Costs Incurred by the Buyer. The Supplier is liable for all direct, incidental and consequential damages, losses, costs, and expenses incurred by the
Buyer resulting from the failure of the Supplier to deliver conforming Goods or to comply with the shipping and delivery or other requirements of the Buyer.
13.07 No Acceptance or Waiver of Rights. The Buyer's rights under this Section 14 apply even if the nonconformity does not become apparent until after
delivery of the Goods. The Supplier is not liable for damage to the Goods after delivery due to actions taken by the Buyer or third parties. Payment will not
constitute acceptance of nonconforming Goods, nor will it limit or affect any of the Buyer's rights.
SECTION 14. USING THE BUYER'S INTELLECTUAL PROPERTY AND TOOLING
14.01 Buyer's Intellectual Property Rights. The Buyer may have valuable Intellectual Property Rights in documents and information provided to the
Supplier. Intellectual Property Rights include trademarks, trade dress, patents, copyrights, trade secrets and industrial design rights. The Supplier may use the
Intellectual Property Rights of the Buyer only in the production and supply of the Goods to the Buyer.
SECTION 15. USING THE SUPPLIER'S TECHNICAL INFORMATION
15.01 Technical Information. The Supplier will provide the Buyer with Technical Information required by the Buyer to install, assemble and otherwise use
the Goods. Technical Information includes engineering, package and installation drawings, specifications, testing protocols and results, documents, data and
other information relating to the Goods and Tooling. Technical Information must comply with the computer-aided-design and drafting standards of the
Buyer.
SECTION 16. CONFIDENTIALITY
16.01 Confidential Information. Confidential Information is information that meets the requirements specified below for Supplier Confidential Information
or Buyer Confidential Information. Information that does not meet these requirements is not Confidential Information, regardless of any legend or marking
to the contrary. A reference in this Section 16 to Confidential Information of the Other Party is a reference to Supplier Confidential Information when the
reference relates to an obligation of the Buyer, and to Buyer Confidential Information when the reference relates to an obligation of the Supplier: (a) Supplier
Confidential Information is any information disclosed under the Purchase Order that meets all of the following requirements: (1) The information is
non-public information that is proprietary to the Supplier. (2) The information is disclosed to the Buyer: (A) in tangible form and identified as confidential in
the tangible form; or (B) orally, and is identified as confidential at the time of disclosure, and is described in a written statement (which must also identify it
as confidential) within a reasonable time after disclosure; (b) Buyer Confidential Information is any information that meets all of the following requirements,
regardless of whether it has been disclosed under the Purchase Order: (1) The information is non-public information that is proprietary to the Buyer. (2) The
information is: (A) a Volume Projection; (B) the Buyer's product specifications or any details of those specifications; or (C) any other information identified
by the Buyer (orally or in writing) as confidential.
16.02 Obligations and Standard of Care: (a) The Buyer and the Supplier will each use Reasonable Care to protect the confidentiality of Confidential
Information of the Other Party. Reasonable Care is the standard of care that the party holding the information would use in protecting the confidentiality of
its own confidential information. (b) The confidentiality obligations do not apply to any information that: (1) is or becomes publicly available through no
breach of any agreement between the Buyer and the Supplier; (2) is approved for release by the disclosing party in a Written Notice; (3) is lawfully obtained
from a third party without a duty of confidentiality; (4) was already known to the receiving party prior to its disclosure; or (5) is required to be disclosed by a
valid court order.
16.03 Sharing with Related Companies and Consultants. The Buyer and the Supplier may share Confidential Information of the Other Party with their: (a)
related companies; and (b) consultants, contractors, experts and agents; provided, that the person or entity with whom or which the information is being
shared has agreed in writing to be bound by confidentiality provisions comparable to those specified in this Section 16.
16.04 Sharing with Other Third Parties. Neither the Buyer nor the Supplier will share any Confidential Information of the Other Party with any third party,
including any competitor of the other party, without the prior written agreement of the other party, except as may otherwise be permitted under the Purchase
Order, or other written agreement between the parties.
SECTION 17. EMBEDDED SOFTWARE AND OTHER WORKS OF AUTHORSHIP
17.01 Embedded Software. The Supplier grants to the Buyer a permanent, paid-up License under each copyright it owns or controls or has a right to license.
This License is limited to the use, repair, modification or sale of any Embedded Software that is part of the Goods in conjunction with the use or sale of the
Goods. Embedded Software is software that is embedded in the Goods and performs operating or other functions.
17.03 Other Works. The Supplier grants to the Buyer a permanent, paid-up License under each copyright it owns or controls or has the right to license in any
work of authorship (other than Embedded Software) in any tangible medium of expression delivered by the Supplier under the Purchase Order to use such
work, reproduce such work, prepare derivative works, distribute copies of such work to the public, and to perform and display such work publicly.
SECTION 18. WARRANTY
18.01 Supplier Warranty. The Supplier warrants that during the applicable Warranty Period (as defined in Section 18.02) the Goods will: (a) Conform in all
respects to the drawings, specifications, statements of work, samples and other descriptions and requirements relating to the Goods that have been furnished,
specified or approved by the Buyer; (b) Comply with all Government requirements; (c) Be merchantable; (d) Be free from defects in design to the extent
furnished by the Supplier, even if the design has been approved by the Buyer; (e) Be free from defects in materials and workmanship; and (f) Be suitable for
their intended use by the Buyer, including the specified performance in the component, system specified by the Buyer and the environment in which the
Goods are or reasonably may be expected to perform.
18.02 Warranty Period for Goods. The Warranty Period begins on the date the Goods are delivered to the Buyer and expires on the later of: (a) the date that
is specified in the Purchaser Order; (b) specified in the Supplier's proposal; or, one year from the date such Goods are placed in service by the Buyer.
SECTION 19. INDEMNIFICATION OBLIGATIONS OF THE SUPPLIER
19.01 Definitions. For purposes of this Section 25, Indemnified Person includes the Buyer, its directors, officers, and employees. Litigation Costs includes
all costs, damages, losses, claims and expenses (including actual fees for attorneys, experts and consultants, settlement costs and judgments) incurred in
defending against a claim under Section 19.02.
19.02 Supplier's Obligations. The Supplier will indemnify and hold an Indemnified Person harmless against all Litigation Costs occasioned by, resulting
from, or arising out of any claim by a third party for death, personal injury, or property damage which results from: (a) any defect or alleged defect in the
Goods supplied by the Supplier; (b) any noncompliance or alleged noncompliance by the Supplier with any of its representations, warranties or obligations
under a Purchase Order; or (c) any negligence or fault or alleged negligence or fault of the Supplier in connection with the design or manufacture of the
Goods.
SECTION 20. TERMINATION
20.01 By Buyer. The Buyer may terminate a Purchase Order, in whole or in part, upon Written Notice to the Supplier at any time prior to shipment by
Supplier on 30 days written notice.
20.02 Insolvency. The Buyer may terminate a Purchase Order, in whole or in part, upon Written Notice to the Supplier, if the Supplier: (a) becomes
insolvent; (b) files a voluntary petition in bankruptcy; (c) has an involuntary petition in bankruptcy filed against it; (d) has a receiver, administrator,
custodian or trustee appointed over the Supplier or its assets; or (e) executes an assignment for the benefit of its creditors.
SECTION 21. COMPLIANCE WITH LAWS
21.01 General Obligations. The Supplier will comply with all Government Requirements that may apply to the design, production, sale, or distribution of the
Goods.
SECTION 22. RESOLVING DISPUTES
22.01 Negotiation. In the event of a dispute between the parties relating to the Purchase Order, the one raising the matter in dispute will notify the other in a
Written Notice describing in sufficient detail the nature of the dispute. Each party will then appoint one or more representatives to resolve the dispute. These
representatives will promptly meet and negotiate in good faith to reach a fair and equitable settlement. At the end of 60 days, if no settlement has been
reached, either party may end discussions and declare an impasse.
22.02 Litigation If the dispute has not been resolved within 60 days after the end of the negotiation period specified in Section 22.01, litigation may be
initiated, unless the parties agree to arbitration. In any litigations, the parties: (a) irrevocably submit to the personal and exclusive jurisdiction of: the United
States District Court for the Southern District of Ohio, Western Division or, at the option of Buyer, the Courts of Hamilton County, Ohio; (b) expressly
waive any objection to venue or jurisdiction, including an objection based on the inconvenience of the forum; and (c) will not seek or accept any award of
punitive, exemplary or multiple damages other than a right to recover them under the indemnification provisions herein.
22.03 Governing Law. The Purchase Order will be governed by the laws of the State of Ohio. Buyer's principal place of business will be deemed to be in the
State of Ohio. Any matter not specifically addressed in these General Conditions or in the Purchase Order shall be determined in accordance with the
Uniform Commercial Code as such has been enacted in the State of Ohio and as amended from time to time.
SECTION 23. CONTINUING OBLIGATIONS; SEVERABILITY
23.01 Continuing Obligations. The obligations of the Buyer and the Supplier will survive the expiration, non renewal or termination of the Purchase Order.
23.02 Severability Any term or condition that is declared unlawful or unenforceable by a court of competent jurisdiction will not apply. The unenforceability
of any such term or condition will not affect the enforceability of any other term or condition.
SECTION 24. WRITTEN NOTICES
24.01 Use of Written Notice. A Written Notice is used by the Buyer to provide a required notice or instructions to the Supplier, or to authorize an exception,
deviation or waiver of a pre-existing obligation or requirement under the Purchase Order. A Written Notice is also used by the Supplier to provide any notice
to the Buyer that is required to be in writing. In the case of the Buyer, any Written Notice is valid only if signed by a representative of the Buyer's purchasing
activity. A Written Notice may be signed manually or electronically.
24.02 How Provided. A Written Notice may be provided by: (a) first class mail; (b) courier service; (c) fax; (d) standard e-mail; or (e) the Buyer's electronic
system for communications with its suppliers. A Written Notice using method (a) or (b) is effective as of the date of delivery, and using method (c), (d), or
(e) is effective as of the date of transmission.
SECTION 25. NO THIRD-PARTY RIGHTS
25.01 No Third-Party Rights. Except as expressly provided in the General Conditions, no term, condition or right in or arising under any of the documents
relating to the purchase of the Goods gives or creates any third-party beneficiary rights or any other rights whether in law or equity to any person or entity
other than the Buyer and the Supplier.
SECTION 26. ADVERTISING, PUBLICITY AND NEWS RELEASES
26.01 Advertising. All advertising and promotional materials related to the Buyer or the Goods the Supplier sells to the Buyer must be approved in advance
by the Buyer. Supplier may not use the logos, trade dress or likenesses of Buyer in its own advertising without the prior written consent of Buyer.
[End of General conditions]