Product and Tooling Technologies, Inc.

1. Applicability
These Terms and Conditions of Sale and Quality Requirements (these “Terms”) are the only terms that govern the sale of customized prototype tools and parts, production molds and dies and parts (the “Products”) by Product and Tooling Technologies, Inc. and PT Tech Stamping, Inc., Michigan corporations, d/b/a PT Tech (“Supplier”) to the party identified (“Customer”) on the accompanying quotation, invoice, Customer’s purchase order, or Supplier’s acknowledgement (the “Sales Confirmation”).

Notwithstanding anything herein to the contrary, if a written contract signed by both parties exists covering the sale of the Products (a “Supply Agreement”), the terms of that Supply Agreement prevail to the extent they are inconsistent with these Terms. These Terms and any Supply Agreement (collectively, the “Agreement”) comprise the entire agreement between the parties and supersede all prior or contemporaneous understandings, agreements, negotiations, representations, warranties, and communications, both written and oral.

These Terms prevail over any of Customer’s general terms and conditions of purchase, regardless of whether or when Customer has submitted its purchase order or such terms, and regardless of whether such general terms have been signed by Supplier. Fulfillment of Customer’s order does not constitute acceptance of any of Customer’s terms and conditions and does not serve to modify or amend these Terms.

2. Price
Prices are in U.S. Dollars and are subject to change. If a supplier raises its prices or imposes a surcharge on Supplier, Supplier reserves the right to increase prices or institute surcharges on the Products, and Customer agrees to accept such increases or surcharges until the termination of such price increase or surcharge or until the termination of the order. Prices are F.O.B. Supplier’s shipping point. Prices of the Products are exclusive of freight costs and any applicable sales, use or other taxes or duties, all of which shall be paid by Customer.

3. Payment Terms
Customer shall pay all invoiced amounts due to Supplier within 30 days from the date of Supplier’s invoice. Customer shall pay interest on all late payments at the lesser of the rate of 1.5% per month or the highest rate permissible under applicable law, calculated daily and compounded monthly. Customer shall reimburse Supplier for all costs incurred in collecting any late payments, including, without limitation, attorneys’ fees.

In addition to all other remedies available under these Terms or at law (which Supplier does not waive by the exercise of any rights hereunder), Supplier shall be entitled to suspend the delivery of any Products if Customer fails to pay any amounts when due hereunder and such failure continues for five days following written notice thereof.

Customer shall not withhold payment of any amounts due and payable by reason of any set-off of any claim or dispute with Supplier, whether relating to Supplier’s breach, bankruptcy or otherwise.

Whenever, in the judgment of Supplier, the financial condition of the Customer does not justify the continuation of production or shipment on the specified terms of payment, Supplier may require full or partial payment in advance or such other reasonable assurances as determined in Supplier’s sole judgment.

Supplier reserves a security interest in the Products until Supplier has received payment in full of all amounts owed to Supplier. Customer shall execute any document and take any action necessary or desirable to perfect, protect and enforce Supplier’s security interest in the Products. Customer authorizes Supplier to file on Customer’s behalf and at Customer’s expense any financing statement or similar document relating to the Products without Customer’s signature.

4. Delivery
The Products will be delivered within a reasonable period of time after the receipt of Customer’s purchase order, subject to the availability of the Products. Supplier shall not be liable for any delays, loss or damage in transit.

Supplier reserves the right at any time to submit a change order to Customer with respect to the Products (“Change Order”). The Change Order shall be deemed accepted by Customer unless Supplier receives written notice from Customer within five (5) days of the date marked on the Change Order. If the Customer rejects the Change Order, Supplier reserves the right to cancel the contract in its entirety without any penalty.

Supplier may, in its sole discretion, without liability or penalty, make partial shipments of Products to Customer. Each shipment will constitute a separate sale, and Customer shall pay for the Products shipped whether such shipment is in whole or partial fulfillment of Customer’s purchase order.

If for any reason Customer fails to accept delivery of any of the Products within one year of the delivery date set forth in the Sales Confirmation, or if Supplier is unable to deliver the Products on or before such date because Customer has not provided appropriate instructions, documents, licenses or authorizations: (i) the Products shall be deemed to have been delivered; and (ii) Supplier, at its option, may (a) store the Products until Customer accepts delivery, whereupon Customer shall be liable for all related costs and expenses (including, without limitation, handling charges, storage charges of $0.05 per pound, and insurance charges), or (b) cancel such order(s), assume title to such Products and resell, repurpose or scrap such Products or their component materials.

5. Inspection and Rejection of Nonconforming Products
Customer shall thoroughly inspect the Products upon receipt. Customer will be deemed to have accepted the Products unless it notifies Supplier in writing of any Nonconforming Products within five days after Customer’s receipt of the Products. “Nonconforming Products” means only the following: (i) product shipped that is different than identified in Customer’s purchase order or Supplier’s Change Order; or (ii) the product’s label or packaging incorrectly identifies its contents.

If Customer timely notifies Supplier of any Nonconforming Products, Supplier shall, in its sole discretion, (i) replace such Nonconforming Products with conforming Products, or (ii) credit or refund the price for such Nonconforming Products, together with any reasonable shipping and handling expenses incurred by Customer in connection therewith. Customer shall ship, at its expense and risk of loss, the Nonconforming Products to Supplier’s facility. If Supplier exercises its option to replace Nonconforming Products, Supplier shall, after receiving Customer’s shipment of Nonconforming Products, ship to Customer, at Customer’s expense and risk of loss, the replaced Products.

Customer acknowledges and agrees that the remedies set forth in this Section are Customer’s exclusive remedies for the delivery of Nonconforming Products. Except as provided under this Section, all sales of Products to Customer are made on a one-way basis and Customer has no right to return Products delivered under this Agreement to Supplier.

6. Warranties and Disclaimers
SUPPLIER EXPRESSLY DISCLAIMS, AND CUSTOMER HEREBY EXPRESSLY WAIVES, ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

7. Modification and Reverse Engineering of Products
Customer shall not modify, alter, or make any changes to Products provided by Supplier. Customer further shall not reverse engineer, disassemble, or attempt to recreate or redesign any Products sold by Supplier.

8. Shipping; Risk of Loss
Customer assumes all risk of loss of the Products upon delivery of Products by Supplier to a carrier. Supplier agrees to package the Products, put them in the possession of a carrier, and obtain and deliver documents necessary to enable Customer to obtain possession of the Products. Supplier shall not be obligated to prepay transportation costs. Customer agrees to pay all loading, unloading, and other charges incidental to transportation. Supplier will use commercially reasonable efforts to follow Customer’s shipping instructions, but Supplier may make commercially reasonable changes to such instructions. Breach of these Terms shall have no effect upon this provision controlling the risk of loss.

9. Customer’s Acts or Omissions
If Supplier’s performance of its obligations under this Agreement is prevented or delayed by any act or omission of Customer or its agents, subcontractors, consultants, or employees, Supplier shall not be deemed in breach of its obligations under this Agreement or otherwise liable for any costs, charges or losses sustained or incurred by Customer, in each case, to the extent arising directly or indirectly from such prevention or delay.

10. Insurance
During the term of this Agreement and for a period of one year thereafter, Customer shall, at its own expense, maintain and carry insurance in full force and effect which includes, but is not limited to, commercial general liability (including product liability) in a sum no less than is commercially customary in the Supplier’s industry with financially sound and reputable insurers. Upon Supplier’s request, Customer shall provide Supplier with a certificate of insurance from Customer’s insurer evidencing the insurance coverage specified in these Terms. Customer shall provide Supplier with 30 days’ advance written notice in the event of a cancellation or material change in Customer’s insurance policy.

11. Limitation of Liability
IN NO EVENT SHALL SUPPLIER BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

IN NO EVENT SHALL SUPPLIER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS PAID TO SUPPLIER FOR THE PRODUCTS HEREUNDER DURING THE TWELVE MONTHS WHICH IMMEDIATELY PRECEDE THE EVENT GIVING RISE TO SUCH CLAIM.

12. Indemnification
Customer hereby agrees to indemnify, defend and hold harmless Supplier and its shareholders, members, directors, managers, officers, employees, affiliates, agents, successors and assigns from and against any and all damages, losses, liabilities, claims, suits, or expenses of any kind or nature whatsoever (including reasonable attorneys’ fees and court costs) arising out of or relating to:
(a) any and all damages and liabilities incurred by Customer in excess of the amounts set forth in Section 11;
(b) the negligence or willful misconduct by Customer or its employees, contractors, agents or representatives;
(c) any breach of these Terms;
(d) any flaw or error in any designs, specifications or instructions provided by Customer or its affiliates;
(e) any infringement by the Products of any third party trademark, copyright, patent or other intellectual property right, to the extent such infringement arises out of any intellectual property provided by Customer or its affiliates; or
(f) the continued use of any Products which are known by Customer to be defective or which are rendered defective by misuse or abuse.

13. Confidential Information
All non-public, confidential or proprietary information of Supplier, including but not limited to specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer and supplier lists, pricing, discounts or rebates, disclosed by Supplier to Customer, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential” in connection with this Agreement is confidential, solely for the use of performing this Agreement, and may not be disclosed or copied unless authorized in advance by Supplier in writing. For avoidance of any doubt, any technical information owned or developed by Supplier, including, but not limited to, patents, trademarks, copyrights, know-how and proprietary information shall remain the sole and exclusive property of Supplier. Upon Supplier’s request, Customer shall promptly return all documents and other materials received from Supplier. Supplier shall be entitled to injunctive relief for any violation of this Section.

14. Force Majeure
Supplier shall not be liable or responsible to Customer, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of Supplier including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, lock-outs, strikes or other labor disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage, provided that, if the event in question continues for a continuous period in excess of 30 days, either party shall be entitled to terminate this Agreement by giving notice in writing to the other party.

15. Compliance with Law
Customer and its employees and other representatives shall comply with all federal, state, and local laws, statutes, regulations and ordinances.

16. Assignment
Customer shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Supplier. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation will relieve Customer of any of its obligations under this Agreement.

17. No Third-Party Beneficiaries
This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of these Terms.

18. Amendment and Modification of Agreement
These Terms may only be amended or modified in a writing which specifically states that it amends these Terms and is signed by an authorized representative of each party.

19. Termination
In addition to any remedies that may be provided under these Terms, Supplier may terminate this Agreement with immediate effect upon written notice to Customer, if Customer: (a) fails to pay any amount when due under this Agreement; (b) has not otherwise performed or complied with any of these Terms, in whole or in part; or (c) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors.

20. Governing Law
This Agreement and all matters arising out of or relating to this Agreement shall be governed by and construed in accordance with the internal laws of the State of Michigan without giving effect to any choice or conflict of law provision or rule (whether of the State of Michigan or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Michigan.

21. Submission to Jurisdiction
Any legal suit, action or proceeding arising out of or relating to this Agreement shall be instituted in the Federal District Court for the Eastern District of Michigan or in the Circuit Court of Macomb County, Michigan, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding, and irrevocably waives any objections either may have based on improper venue or forum non conveniens to the conducting of any proceeding in any such court.

22. Notices
All notices, request, consents, claims, demands, waivers and other communications hereunder (each, a “Notice”) shall be in writing and addressed to the parties at the addresses set forth on the face of the Sales Confirmation or to such other address that may be designated by the receiving party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile (with confirmation of transmission) or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) upon receipt of the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section.

23. Severability
If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

24. Survival
Provisions of these Terms which by their nature should apply beyond their terms will remain in force after any termination or expiration of this Agreement including, but not limited to, the following provisions: Insurance, Confidential Information, Compliance with Law, Governing Law, Submission to Jurisdiction, and Survival.

25. Tooling
Zinc alloy material contained in tooling shall remain property of Supplier. Zinc alloy material may be purchased at current market prices. Supplier will store tooling for one year after providing the last order of parts. After one year, customer may purchase tooling or pay Supplier a storage fee equal to $0.10 per pound.

26. Quality Management System and Quality Requirements (Flow-Down to Sub-Tiers)
Supplier shall flow down all applicable quality requirements (including those below) to its sub-tier suppliers/vendors.

The following quality clauses apply to the Products and are flowed down as applicable:

• Q01 – Retention of Records: Supplier and sub-tiers shall maintain documentation pertaining to this order for a minimum of ten (10) years after delivery (unless otherwise directed by the Purchase Order). Documentation must remain available for review by Customer, its customers, and/or designated representatives or regulatory agencies. Upon expiration of the retention period, documents shall be disposed of using secure methods (e.g., cross-cut shredding); electronic data shall be permanently deleted using industry-standard erasure methods.
• Q02 – Employee Awareness: Supplier shall ensure that personnel are aware of: (1) their contribution to product or service conformity; (2) their contribution to product safety; (3) the importance of ethical behavior.
• Q03 – Right of Access: Supplier shall allow Customer, its customers, and/or any regulatory authority access to any location (including sub-tier suppliers) where operations pursuant to the purchase order are executed or where applicable records are stored.
• Q04 – Quality Management System: Supplier shall maintain a quality management system compliant with an industry-recognized standard (AS9100, ISO 9001, ISO 13485, ISO 17025, or equivalent) and/or any other specific quality requirements identified in purchase orders.
• Q05 – Export / ITAR Regulations: Items, including drawings or technical data, may be subject to U.S. Export Control laws and/or ITAR (22 CFR Parts 120–130). Items not classified by Supplier as military/ITAR-controlled are assumed commercial. If Supplier maintains design authority, Supplier shall notify Customer if any deliverable is a Defense Article under ITAR. Unless otherwise specified, Supplier warrants that no deliverable is a Defense Article as defined in 22 CFR 120.6.
• Q06 – Safety Data Sheets: Supplier shall provide an up-to-date Safety Data Sheet (SDS) for any material supplied or incorporated under the purchase order that is classified as dangerous/hazardous.
• Q07 – Counterfeit Work Prevention: Supplier shall ensure all products/services are genuine and no counterfeit material is used or shipped. Supplier shall notify Customer immediately if counterfeit goods/services are suspected or furnished and shall promptly replace them with genuine parts at no cost. Supplier is responsible for all costs associated with replacement of counterfeit parts.
• Q08 – Flow Down Requirement: Supplier must pass on to sub-tier suppliers all applicable Quality Terms & Conditions, corrective action requests, quality alerts, and/or nonconformance information.
• Q09 – Nonconforming Product: Supplier shall notify Customer in writing of any nonconformance. Supplier must obtain written approval from Customer for all dispositions of nonconforming products. Unapproved repairs or nonconformances shipped to Customer will be rejected upon detection. If Customer labor/material is added prior to detection/rejection, Supplier agrees to reimburse Customer for the full loss in value (including supplied material and added WIP labor/higher-level material consumed).
• Q10 – Change Notification: Supplier shall notify Customer of all changes to purchased product/service from that quoted, previously purchased, or advertised, including changes to certification status or manufacturing location.
• Q11 – Delivery to the Buyer: Supplier shall supply only conforming goods and services, on time, and (unless otherwise specified) in full, with all required certifications and documentation. Supplier shall immediately notify Customer of anticipated late, non-, or short delivery.
• Q12 – Certificate of Conformance: Supplier shall furnish a Certificate of Conformance (C of C) with each delivery lot/quantity. The C of C is a contractual guarantee that goods/services meet all drawing specifications, technical data, and purchase order requirements. Minimum content: Supplier’s name/address/CAGE code; unique certificate identifier; Customer’s P.O. number; part number(s) and revision level(s); Supplier’s batch/lot/date code(s); OEM’s batch/lot/date code(s) (as applicable); quantity; signature of authorized person.
• Q13 – Traceability: For metallic parts: complete raw material certificates traceable to the mill/original manufacturer by lot/batch/heat number, with chain of custody through all distributors; physical/chemical analysis reports with actual values. For non-metallic items (solvents, chemicals, lubricants, adhesives, coatings, etc.): complete material certificates including lot number, manufacture/expiration dates, specifications/composition (unless proprietary), testing data, applicable standards, and other relevant identification/traceability information.
• Q14 – Special Process Validation: Special processes (e.g., Alodine, Anodizing, Chemical Cleaning, Chemical Milling, Conversion/Phosphate Coatings, Paint/Dry Film Coatings, Plating, Stripping, Surface Treatment/Passivation, Heat Treatment, Etching) shall be periodically validated (e.g., via test coupons, verification tests, system accuracy tests, personnel qualification) to prove consistent results. Supplier and sub-tiers shall maintain documented process control systems meeting all requirements prior to production; controls may be subject to Customer verification/approval.
• Q15 – Special Process Certification: For each special process performed, Supplier/processor shall furnish a certificate including: processor’s name/address/CAGE code; unique identifier; Customer’s P.O. number; part number(s)/revision(s); quantity; serial numbers (as applicable); process specification(s)/revision(s); final condition (e.g., hardness, coating/plating thickness); authorized signature.
• Q16 – Packaging: Supplier shall package Products in accordance with good commercial practice (unless otherwise instructed), adequate to prevent damage, loss, or corrosion. Outer containers/pallets shall be identified with the applicable P.O. number. Shipper/pack slip shall be included with each shipment.

These Terms are effective as of the date of the Sales Confirmation or order acceptance.