The term "Purchaser" means Arnold Tool & Die Co.

The term "Seller" means the supplier shown on the face of an order.

2. Contract:

• A purchase order when properly signed and bearing an order number, is the only form, which will be recognized by Purchaser as authority for charging merchandise to its account, and supersedes all previous communications and constitutes the entire agreement between the parties.
• No terms stated by Seller in accepting or acknowledging this order shall be binding upon Purchaser unless accepted in writing by Purchaser. Seller may not assign this order without Purchaser's prior consent.

3. Acceptance:

• Seller will be deemed to have accepted this order when Seller acknowledges or begins performance under this order.
• Upon acceptance of the order, Seller agrees that all specifications, material standards and process standards are known and understood as they are related to the item(s) to be furnished; and that such item(s) will be produced to meet and satisfy the requirements of such specifications and standards.

4. Warranty:

• Seller warrants that all goods shall be free from defects in design, materials or workmanship; that merchandise is free and clear of all liens and that; Seller has a good and marketable title to same.
• This Warranty is in addition to any standard warranty or service guarantee given by Seller to Purchaser.
• Arnold Tool & Die Co. will access appropriate handling charges to any vendor that ships defective product.

5. Delivery:

• Arnold Tool & Die Co. expects 100% on time delivery. Seller will make deliveries in the quantities and at the times specified herein or in releases issued hereunder.
• Late shipment may require set up, overtime, expedited freight or other charges at the Sellers expense.

6. Inspection:

• All goods are subject to Purchaser's inspection within a reasonable time after arrival.
• If upon inspection any merchandise is found to be unsatisfactory, defective or inferior in quality or workmanship or fails to meet the requirements of this order, Purchaser may return such merchandise to Seller at Seller's expense.

7. Responsibility:

• Seller shall be responsible for any and all losses or damage to the goods until delivered to Purchaser at the F.0.B. point specified.
• If no such F.0.B. point is specified, until delivered to Purchaser's plant.

8. Patents, Trademarks, and Copyrights:

• Seller agrees to protect, defend, hold harmless and indemnify Arnold Tool & Die Co. and it's respective officers, agents, employees and customers from and against any and all claims, actions, liabilities, losses and costs arising out of any actual or alleged infringement of any patent, trademark or copyright by any goods sold to Purchaser.

9. Force Majeure:

• Arnold Tool & Die Co., shall not be liable for failure to take delivery of the goods, if such failure is caused by labor disputes, strikes, war, riots, civil commotion, fire flood, earthquake, storm, embargo, any act of God, or any other cause beyond Purchaser's control. In such event, Purchaser shall have the option of canceling undelivered orders in whole or in part.

10. Access:

• Purchaser shall have the right to inspect Seller's work in process.
• Require conformance with established quality assurance procedures.
• Receive evidence of specification and engineering tests.
• Be afforded access to the Seller's subcontractors to assure conformance to stated quality parameters.

11. Certification:

• Certification is required for each lot of raw materials and/or processes (e.g. Steel, Fasteners, Painting, Plating) used by Arnold Tool & Die Co. in the manufacturer of finished product.
• Material Safety Data Sheets are required with every shipment unless other arrangements are made with Purchaser's purchasing department, or shipment could be returned at Seller's expense.
• Seller further agrees to notify Arnold Tool & Die Co.'s purchasing department if any goods do not satisfy current governmental and safety constraints on restricted, toxic and/or hazardous materials; as well as environmental, electrical and electromagnetic considerations applicable to the order. It is the Seller's responsibility to assess which constraints apply.

12. Confidential Information:

• All specifications, drawings, inventions, engineering notices, technical data, and/or equipment supplied by Arnold Tool & Die Co. shall remain its property and shall be held in confidence by the Seller.
• Such information shall not be reproduced, used, or disclosed to others by the Seller without Purchaser's written consent, and shall be returned to Purchaser upon demand or upon completion by Seller.

13. Excess Transportation:

• Excess transportation charges are the responsibility of the Seller, provided the Seller is found to be the cause of those charges.

14. Compliance with Laws:

• In the performance of this order, Seller will fully comply with all applicable Federal, State, and local laws and regulations, including, but not limited to the Fair Labor Standards Act of 1938 as amended, and will hold the Purchaser and its officers, employees, agents, customers and users of its products harmless from and against any and all losses, expenses, damages, claims, suits and liabilities (including incidental and consequential damages, court costs and attorneys fees) arising out of or resulting from Seller's failure to so comply.

15. Cancellation:

• Purchaser may at its option cancel any unshipped merchandise, if this order covers standard stock merchandise.
• Purchaser's only obligation shall be to pay for merchandise shipped prior to the cancellation.