• ENTIRE AGREEMENT. This document contains all the terms and conditions of the agreement between Stanek and the buyer ("Buyer") of the goods and any related services (collectively, "Goods") to be sold to Buyer, to the exclusion of any other statements and agreements, and to the exclusion of any terms and conditions incorporated in Buyer's order or other documents of Buyer. Stanek's acceptance of Buyer's order is expressly conditioned on Buyer's acceptance of the terms and conditions contained herein, and Buyer, upon placing an order, is presumed to have accepted all the terms and conditions without modification. No alteration, waiver, modification of or addition to the terms and conditions herein shall be binding on Stanek unless set forth in writing and specifically agreed to by an officer of Stanek No course of dealing, usage of trade or course of performance will be relevant to supplement or explain any terms used in this agreement.

• SHIPMENT. Shipment is FOB Stanek's plant or other place of manufacture, unless otherwise specified. The risk of loss or damage to the Goods passes to Buyer upon shipment.

• DELIVERY. Stanek will make every effort to fill orders within the time stated, but the stated delivery date is approximate only, and Stanek reserves the right to readjust shipment schedules without liability. Acceptance by Buyer of the Goods waives any claim for loss or damage resulting from a delay, regardless of the cause of the delay. If shipment is delayed or suspended by Buyer, Buyer will pay the invoice price for the Goods as per payment terms, together with Stanek's handling and storage charges then in effect, if any.

• CANCELLATION. Buyer may not cancel orders placed with Stanek, except with Stanek's written consent. If Stanek consents in its sole discretion, Buyer shall indemnify Stanek against loss, including paying to Stanek an amount for the sum of (a) charges for prototype work at Stanek's prevailing hourly rate, (b) the cost of all labor hours incurred by Stanek and the cost of raw materials purchased or ordered by Stanek which cannot be used by it in the ordinary course of its business, (c) the costs of canceling any orders issued by Stanek to produce the Goods ordered, and (d) a rescheduling fee equal to 50% of the original price of the Goods.

• PAYMENT TERMS; TAXES. Unless otherwise specified, payment terms are net thirty (30) days from invoice date, no cash discount, with an eighteen percent (18%) per annum finance charge on overdue amounts (but not to exceed the maximum contract rate permitted by law). However, Stanek may in its discretion, depending on Buyer's creditworthiness require cash in advance or other security for payment. Buyer shall pay all present and future sales, excise, privilege, use or other taxes, customs duties, and all other fees or other costs, imposed by any federal, state, foreign, or local authorities arising from the sale, purchase, transportation, delivery, storage, use or consumption of the Goods or will, if applicable, provide Stanek with an appropriate exemption certificate

• WARRANTY. Stanek warrants to Buyer for a period of one (1) year following the date of shipment that the Goods manufactured by Stanek will be free from defects in material and workmanship and will conform in all material respects to the applicable drawings and specifications.
  THIS WARRANTY ISEXCLUSIVE AND IS IN LIEU OF ALL OTHER EXPRESS AND IMPLIED WARRANTIES WHATSOEVER, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. STANEK MAKES NO EXPRESS OR IMPLIED WARRANTIES OF ANY KIND WITH RESPECT TO THE GOODS, OR PARTS THEREOF, MANUFACTURED BY ANOTHER COMPANY.
  All such Goods are warranted only to the extent of such manufacturer's warranty. A warranty claim must be submitted within the one (1) year warranty period or within the third-party manufacturer's warranty period, as applicable, or such claim shall be deemed waived.

• LIMITATION OF LIABILITY. Stanek's liability and Buyer's remedies under these Terms and Conditions (including without limitation the warranty provisions hereof), shall be limited solely to repair, replacement or credit, at Stanek's option, of Goods which do not conform to its limited warranty. Such non-conforming Goods must be returned to Stanek, at Buyer's expense, promptly upon discovery of the defect. IN NO EVENT SHALL STANEK BE LIABLE UNDER ANY CIRCUMSTANCES: (a) FOR ANY INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS OR LABOR COSTS) ARISING FROM THE SALE, USE OR INSTALLATION OF THE GOODS; (b) FOR GOODS THAT HAVE BEEN
  INCORPORATED INTO ANOTHER PRODUCT; (c) FROM ANY BREACH OF ITS
  OBLIGATIONS TO BUYER; OR (d) FOR ANY OTHER CAUSE WHATSOEVER, WHETHER BASED ON WARRANTY (EXPRESSED OR IMPLIED) OR OTHERWISE BASED ON CONTRACT, OR ON TORT OR OTHER THEORY OF LIABILITY, AND REGARDLESS OF ANY ADVICE OR REPRESENTATIONS THAT MAY HAVE BEEN RENDERED BY STANEK CONCERNING THE MANUFACTURE, SALE, USE OR INSTALLATION OF THE GOODS.

• PRICE CHANGES. If Buyer makes design changes, alters the quantities of scheduled shipments or shortens or extends the shipping schedule, Stanek reserves the right to revise prices on any unshipped balance of Buyer's order by giving Buyer prompt written notice of the revision in price. The revision will be effective upon notice to the Buyer unless Buyer by written notice refuses such price revision within ten (10) days of receipt of notice of revision. If Buyer refuses Stanek's price revision, Stanek shall have the option of canceling that portion of Buyer's order to which the price revision is applicable, or of completing Buyer's order at the original price quoted for the order.

• NOTIFICATION OF CLAIMS; ACCEPTANCE. Buyer must notify Stanek and the carrier within seven (7) days of the receipt of Goods of any damage to, or loss of. the Goods in transit. Failure by Buyer to give such notification shall result in a waiver of all claims which Buyer may otherwise have against Stanek for loss or damage resulting from, or occurring during, transit. As to loss or damage that is apparent upon delivery, Buyer shall: (a) mark the delivery receipt with appropriate exceptions describing the damage before signing, (b) request the carrier to inspect the loss or damage and forward a signed exception report to Stanek describing the loss or damage, and (c) promptly and separately notify Stanek of such loss or damage. If loss or damage is not reasonably apparent at time of delivery, then upon discovering such loss or damage Buyer shall: (i) immediately notify Stanek of such loss or damage, and (ii) cooperate fully with Stanek in any claims that are available against third parties. If delivery is made in installments, claims which Buyer may have as to any one installment do not relieve Buyer of the obligation to accept delivery of the remaining installments, or permit Buyer to cancel or rescind the remaining installments. Any rightful rejection of the Goods by Buyer shall be made within a commercially reasonable time by written notice to Stanek, but in any event within seven (7) days following the date of receipt of the Goods.

• SPECIFICATIONS. Stanek may, at its option, make changes in the arrangement or components of the Goods to improve the safety of the Goods or if, in Stanek's judgment, such changes will be beneficial to the operation of the Goods. Buyer may not make any changes in the specifications for the Goods unless Stanek approves of such changes in writing, in which event Stanek may make additional charges for such changes.

• MATERIAL FURNISHED BY BUYER. If this Agreement requires Stanek to perform work on raw or semi-finished materials supplied by Buyer. Buyer shall supply an adequate excess to allow for machining losses. If Stanek scraps any such material it shall not be liable to Buyer for such scrap material. Buyer shall supply MSDS sheets for material provided by it. If found defective during processing, Buyer shall promptly deliver suitable replacements at no charge. Buyer shall pay Stanek for all work performed to the time when the defect is discovered.

• TOOLING. Unless there is a specific agreement to the contrary signed by Stanek, or unless furnished to Stanek by Buyer, all tools, dies, molds, drawings, artwork, designs,or other materials used by Stanek to produce the Goods are and shall remain the property of Stanek. Stanek may retain possession of any of the foregoing items owned by Buyer until Buyer pays for the Goods in full.

• DESCRIPTIONS. All weights, measurements, dimensions, drawings, capacities, specifications and other particulars of the Goods provided by Stanek, whether contained in plans, photographs, catalogs, price lists or advertising material or otherwise, are only approximate and are included solely for Buyer's guidance. Such particulars do not form part of the contract, and deviations there from or subsequent changes in design are not grounds for non-acceptance of the Goods and do not constitute a breach of this agreement.

• INFRINGEMENT. Stanek at its own expense will defend and hold Buyer harmless from and against all damages, costs and expenses arising from any valid claim of infringement by a third party with respect to any patent or other intellectual property rights (collectively, the "Intellectual Property Rights") caused by Goods originally manufactured by Stanek, provided Buyer (i) has not modified such Goods, (ii) gives Stanek immediate notice in writing of any claim or commencement or threat of suit, and (iii) permits Stanek to defend or settle the same, and gives all immediate information, assistance and authority to enable Stanek to do so. In the event any such originally manufactured Goods are held to infringe an Intellectual Property Right and if Buyer's use thereof is enjoined, Stanek will, at its expense and option: (i) obtain for Buyer the right to continue using the Goods, (ii) supply non-infringing Goods, (iii) modify the Goods so that they become non-infringing, or (iv) refund the then market value of such Goods. In no event shall Stanek's liability exceed the sale price of the infringing Goods. THE FOREGOING REPRESENTS STANEK'S ENTIRE AND EXCLUSIVE OBLIGATION WITH RESPECT TO ANY CHARGE OF INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHT AND IS IN LIEU OF ANY STATUTORY WARRANTY RELATING TO INFRINGEMENT.
  Notwithstanding the foregoing, Stanek shall have no liability as to any Goods or parts thereof that are manufactured or modified by Buyer or a third party, or that are manufactured or modified by Stanek in accordance with Buyer's specifications. Buyer will defend and hold Stanek harmless from and against all damages, costs and expenses whatsoever arising from any claim for infringement of any Intellectual Property Rights relating to Goods that have been manufactured or modified by Stanek according to specifications provided by Buyer.

• LOSS, DAMAGE OR DELAY. Stanek will not be liable for loss, damage or delay resulting from causes beyond its reasonable control, including, without limitation, strikes or labor difficulties, lockouts, acts or omissions of any governmental authority or Buyer, insurrection or riot, war, fires, floods, Acts of God, breakdown of essential machinery, accidents, embargoes, cargo or material shortages, delays in transportation, lack of production capacity or inability to obtain labor, materials or parts from usual sources. In the event of any such delay, performance will be postponed by such length of time as may be reasonably necessary to compensate for the delay. In the event performance by Stanek under this agreement cannot be accomplished by Stanek due to any action of governmental agencies, or any laws, rules or regulations, Stanek may, at its option, cancel this agreement without liability.

• GENERAL. (a) No modification or waiver of this agreement or any of its provisions is valid unless expressly agreed to by Stanek in writing. No waiver by Stanek of any default under this agreement is a waiver of any other or subsequent default; (b) the unenforceability or invalidity of one or more of the provisions of this agreement will not affect the enforceability or validity of any other provision of this agreement; (c) Buyer may not assign any of its rights, duties or obligations under this Agreement without Stanek's prior written consent and any attempted assignment without such consent, even if by operation of law, will be void; (d) this agreement is governed by and shall be construed in accordance with the laws of the State of Wisconsin, including the Uniform Commercial Code as enacted by such state, without giving effect to its conflict of laws principles.

TERMS AND CONDITIONS OF PURCHASE

• ACCEPTANCE OF TERMS AND CONDITIONS WITHOUT CHANGES. This Purchase Order (the "Order"), including the terms and conditions contained herein, is the complete and final agreement between Stanek Tool LLC ("Stanek") and the supplier ("Seller") of the goods and/or services identified on the Order (collectively, the "Products"). Acceptance by Seller of this Order is required on the attached acknowledgment copy, which must be signed and returned within two weeks of the Order date. However, any conduct by Seller recognizing the existence of an agreement (including without limitation shipment) shall also be deemed an acceptance without exception to the terms of this Order. Additional or different terms already or hereafter proposed by Seller, whether in a quotation, acknowledgment, invoice or otherwise, are rejected and shall not apply. No change to this Order shall be binding unless agreed to in a writing signed by Stanek.

• CHANGES. Stanek may at any time make changes in drawings, specifications, materials, packaging, time and place of delivery, method of transportation or other terms of this Order, which changes shall be immediately implemented by Seller. If any such change causes an increase or decrease in the cost, or the time required for the performance, an equitable adjustment shall be made by Stanek and this Order shall be accordingly modified in writing. Seller agrees to accept any and all such changes, subject to this section.

• TERMINATION FOR CONVENIENCE OF STANEK. Stanek may at any time terminate this Order or any part hereof for its sole convenience. In the event of such termination, Seller shall immediately stop all work and shall immediately cause its suppliers or subcontractors to cease such work. Seller shall be paid a reasonable termination charge reflecting the percentage of the work performed prior to termination notice, plus actual direct costs resulting from termination. Seller shall not be paid for any work performed after receipt of the termination notice, except to the extent necessary to effect termination, or for any costs incurred which reasonably could have been avoided. Any claims under this section must be asserted in writing in detail within thirty (30) days of receipt of Stanek's termination notice.

• TERMINATION FOR CAUSE. Stanek may cancel this Order without penalty: (a) if Seller fails to comply with the specifications, terms or conditions of this Order; (b) if delivery is delayed beyond the requested delivery date, if any; (c) if a petition in bankruptcy is filed by or against Seller, or Seller is declared insolvent or has a receiver or trustee appointed for it or its assets, or if Seller makes an assignment for the benefit of creditors or commences proceedings under any state insolvency or similar law; or (d) if Stanek encounters any labor disputes, governmental orders or actions, unavailability of transportation, fires, floods, breakdowns of essential machinery, accidents or other cause beyond its control which affects its ability to receive and use the Products ordered.

• DELIVERY. TIME IS OF THE ESSENCE with respect to Seller's obligations hereunder; if delivery of items or rendering of services is not completed by the specified delivery date, Stanek reserves the right, in addition to its other rights, to return Products or terminate all or part of this Order and charge Seller with all costs, expenses and damages associated with such return or termination. Seller shall strictly comply with delivery instructions contained on the front of this Order; if none are stated, Products shall be delivered FOB destination to a location designated by Stanek. Stanek may delay delivery and/or acceptance for causes arising beyond its control.

• INSPECTION AND ACCEPTANCE. All Products are subject to Stanek's inspection. Stanek shall have a reasonable time to inspect the Products after arrival at their destination. Upon notice, Stanek may make inspection visit(s) at the site where the Products are being manufactured, or services being performed. If Stanek determines that part of the Products are not in accordance with Stanek's specifications, Stanek has the right to reject any such Products and is permitted to cancel any unshipped portion of this Order. Products rejected or those which are supplied in excess of quantities called for herein may be returned to Seller at Seller=s expense. Payment for the Products prior to inspection shall not constitute acceptance thereof and shall be made without prejudice to any and all claims that Stanek may have against Seller. In the event the Products must be installed, tested, inspected or assembled prior to commercial use, they shall not be deemed finally accepted until such installation, testing, inspection or assembly, as the case may be, indicates that the Products are in accordance with specifications and are operating properly.

• PACKAGING AND SHIPPING. All packages shall be clearly marked with an appropriate description of the Products, the purchase order number for such Products, the part number(s) and quantity of items contained within each package. No additional charges of any kind, including charges for boxing, packaging, cartage or other extras shall be added unless specified on the face of this Order.

• MATERIALS FURNISHED. If Stanek furnishes any material for fabrication hereunder, Seller agrees not to substitute any other material in such fabrication without Stanek's written consent, and agrees that title to such material shall not be affected by incorporation in or attachment to any other property. Seller agrees that it will use any tools, patterns, drawings, information and equipment furnished by Stanek only in the performance of this contract, unless Stanek’s prior written consent is obtained. Seller agrees that no inaccuracy in tools or fixtures which Stanek furnishes shall excuse performance not in strict accordance with specifications. The contract price includes the cost of tooling (including gauges, jigs, fixtures, dies, molds, tools, patterns and the like) that may be created or acquired by Seller for use in the manufacture, fabrication or assembly of the Products called for herein and, unless otherwise specified, title to such tooling shall pass to Stanek upon its creation or acquisition and will remain in Stanek. Seller shall deliver up such tooling to Stanek on demand.

• TAXES. Unless otherwise specified on the face of this Order, the prices herein include all applicable federal, state and local taxes, customs, duties and fees of every kind and nature, including, without limitation, sales and use taxes.

• INDEMNIFICATION. Seller shall defend, indemnify and hold harmless Stanek against all damages, claims, costs and expenses (including attorneys' fees) arising out of or resulting from any act or omission of Seller, its agents, employees or subcontractors or which otherwise arises as a result of Seller's performance of this Order including, without limitation, all liabilities to Stanek's employees, agents and subcontractors.

• COMPLIANCE WITH LAW. Seller warrants that all Products shipped hereunder have been produced and all services performed are in compliance with all applicable local, state (or province) federal and foreign laws, rules, regulations, standards and codes including (where appropriate), but not limited to, the Fair Labor Standards Act, environmental protection laws and occupational health and safety laws.

• WARRANTIES. Seller warrants that all Products delivered and services performed shall (a) be new and of first quality; (b) be merchantable and free from defects in materials and workmanship; (c) conform to specifications, descriptions and other conditions specified by Stanek; (d) be performed by competent and qualified personnel in a proper and workmanlike manner; (e) be free from liens and encumbrances with good title conveyed upon payment of the purchase price; and (f) be fit and safe for their intended purpose, if Seller is or should be aware of the use to which such Products or services will be put. Seller also warrants that it shall obtain and assign or otherwise provide to Stanek the benefits of warranties and guarantees provided by manufacturers or suppliers of material or equipment incorporated into the Products or services and shall perform its responsibilities so that such warranties or guarantees remain in full effect.
  Seller agrees to promptly replace or otherwise correct, without expense to Stanek, any of the Products or services which do not conform to the foregoing warranties. In the event that Seller fails to promptly make such replacement or correction, Stanek may cause such replacement or correction to be made and charge Seller for all expenses associated therewith. The foregoing warranties and remedies shall be in addition to any warranties or remedies provided by law and shall survive inspection, test, acceptance and payment.

WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS

• INDEMNIFICATION. Seller warrants that neither the sale nor use of the Products furnished pursuant to this Order will infringe upon any U.S. or foreign letters patent, copyright, trademark, or any other intellectual property right (collectively, "Property Rights"). Seller will defend every claim, demand or suit against Stanek or anyone selling or using any such Products which alleges that they infringe any such Property Rights or constitute unfair competition or trade secret violations; and Seller will indemnify Stanek for and hold Stanek harmless from all costs and expenses (including attorneys' fees) which Stanek incurs in defending any such claim, demand or suit, together with all liabilities, judgments, costs, damages and profits recoverable therein. Stanek shall have the right to employ, at Seller=s expense, counsel on its own behalf, and shall have the right to participate in the defense of such suit.

• INTELLECTUAL PROPERTY. If any experimental, developmental or research work is called for or required hereunder, Seller agrees to and hereby does grant to Stanek an irrevocable, non-exclusive, fully transferable royalty free license to make, have made, use and sell any invention, improvement or discovery (whether or not patentable) that Seller conceives or first actually reduces to practice in performing this order. Seller agrees to and hereby does grant to Stanek (a) an irrevocable, nonexclusive, fully transferable royalty free license to reproduce, translate, publish, use and dispose of, and to authorize others so to do, any copyrighted or copyrightable material ordered as articles or incorporated in or supplied as a supplement with, any articles; and (b) the right to reproduce, use and disclose for any purpose all or any part of the reports, drawings, blueprints, data and technical information delivered or specified to be delivered by Seller to Stanek under this order. Seller shall not acquire any ownership or other rights to any designs provided to Seller by Stanek.

• CONFIDENTIALITY. All information furnished by Stanek or any other person acting on behalf of Stanek (including without limitation any designs and specifications) and all information learned or observed about Stanek or its operations through performing this Order is confidential and Seller shall not disclose any such information to any other person or use such information for any purpose other than performing this Order without Stanek's express written consent.

• LIENS. Seller agrees that it shall not file or assert any liens as a result of producing Products or services hereunder and that it shall not permit its subcontractors or other suppliers to file or assert such liens.

• INSURANCE. Seller shall obtain and maintain in force (a) bodily injury and property damage public liability insurance (including coverage for products and completed operations and contractual liabilities) of not less than two million dollars per occurrence, and (b) all other insurance that is required by law. Upon request, Seller shall provide Stanek with satisfactory evidence that such insurance is in effect.

• INDEPENDENT CONTRACTOR. Seller, its subcontractors and other suppliers, shall at all times be independent contractors and no express or implied representations to the contrary shall be made. Seller shall at all times retain exclusive liability for wages and all employment-related obligations due its employees and shall indemnify Stanek for any liability arising therefrom.

• VENDOR RESPONSIBILITIES. Stanek Tool LLC Vendor shall: (a) Provide delivery receipt and material certifications, C of C, and inspection reports as required with product. (b) Notify purchaser at Stanek of any changes to processes, equipment, or key people. (c) Properly control drawings and product to disallow access by unauthorized persons. International Trafficking in Arms Regulations (ITAR) training/registration required to view technical information and drawings for all ITAR governed contracts. (d) Properly configure and convey Stanek's requirements to their workforce. (e) Segregate and Notify Stanek of any non-conforming materials when known. (f) Be advised by Stanek on disposition of said non-conforming materials. (g) Flow down Stanek Tool requirements to their lower tier suppliers as required. (h) Provide inspection reports, material certifications, and C of C as required for specific product. (i) Destroy any ITAR related documents at completion of contract. (j)
  Avoid substitutions unless approved by Stanek Tool. (k) Comply with any applicable Federal Acquisition Regulation (FAR) clauses as required by contract. (l) Be responsible for ensuring suspect/counterfeit [DOE O.414.1D Attachment 3] items are not provided to Stanek Tool. A copy of Stanek Tool's internal work instruction on suspect/counterfeit [DOE O.414.1D Attachment 3] products is available upon request. (m) Retain documented information, including retention periods and disposition requirements for a minimum of 7 years. (n) Provide the right of access by the organization, their customer, and regulatory authorities to the applicable areas of facilities and to applicable documented information, at any level of the supply chain. (o) Be responsible for ensuring that the workforce is aware of their contribution to product and service conformity, their contribution to product safety and the importance of ethical behavior. Stanek will monitor and control supplier performance.

• STATUTE OF LIMITATIONS. All rights of Seller to commence any court action or proceeding with respect to this Order shall terminate one (1) year after the cause of action has accrued.

• LABOR DISPUTES. Whenever Seller has knowledge that any present or potential labor dispute is delaying or threatens to delay the timely performance of this contract, Seller shall immediately give notice thereof, including all information relevant thereto to Stanek.

• MISCELLANEOUS. (a) This Order and the parties' performance hereunder shall be governed by the internal laws of the State of Wisconsin, without giving effect to its conflict of laws principles, but including the Uniform Commercial Code as adopted by such state; (b) no remedy provided herein shall be exclusive of any other remedy hereunder or provided by any applicable law; (c) the invalidity or unenforceability of any provision of this Order shall not affect the validity or enforceability of any of the other provisions of this Order; (d) this Order shall not be assigned by Seller, and Seller shall not delegate in any manner to any other person the performance of any work or the supplying of any Products under this Order, in either case without the prior written consent of Stanek; (e) Stanek's failure to insist on performance of any of the terms of this Order, its failure to exercise any right or privilege or its waiver of any breach hereunder shall not effect a waiver of any other right or privilege, whether of the same or similar type; (f) in the event Stanek is involved in any litigation with respect to this Order, Stanek shall recover from Seller its costs and attorneys' fees incurred in enforcing or defending its rights hereunder; and (g) captions preceding particular sections are for convenience only and are not to be construed as part of this Order or as a limitation of the scope of a particular section to which they refer.