Customer Terms – JBT Machining

STEEL TECH ENTERPRISES LLC’S

GENERAL TERMS AND CONDITIONS

Sale of Products/Scope. The sale of products or services (collectively, “Products”) from Steel Tech Enterprises, LLC (“STE”), its subsidiaries and divisions (collectively, “Seller”) to buyer, its subsidiaries and divisions, and any entity controlling, controlled by, or under common control with it (collectively, “Buyer”) will be governed by these general terms and conditions of sale (the “Terms”). The Terms are the only agreement binding on Seller and the Terms expressly supersede and exclude the application of Buyer’s general terms of purchase as well as any documents, quotations, or any other agreements, whether in writing or oral, issued previously, now or in the future by Buyer in relation to the Products, unless specifically agreed upon in writing by Seller. No course of dealing or usage of trade is applicable unless expressly incorporated in the Terms. Any clerical errors may be corrected by Seller. Buyer’s written acknowledgment, issuance of purchase order, acceptance of an offer of sale by Seller, receipt of Products or payment for the Products, whichever occurs first, is acceptance of these Terms. Any proposal for additional or different terms or any attempt by Buyer to vary in any degree any of the Terms is rejected. All such proposals are considered a material alteration of the Terms, and the additional and different terms will not become a part of the contract between the parties.
Price/Payment.

(a) The purchase price for the Products will be the price for the Products in effect at the time of the issued quotations or proposals for the Products, unless otherwise agreed upon in writing by the parties. Prices contained in Seller issued quotations or proposals expire 30 days from the date of quotation (unless otherwise indicated in such quotation) and are subject to change or termination by Seller upon notice to Buyer during this period, unless accepted in writing by Buyer. Prices contained in Seller issued quotations or proposals that have been accepted by Buyer and require performance by Seller more than 30 days after such acceptance are subject to change by Seller, upon notice to, and acceptance in writing by, Buyer. If Buyer does not accept such change in price, Buyer’s sole remedy shall be termination of the issued quotation or proposal.

(b) Buyer will pay for all taxes, excises or other charges (except taxes on or measured by net income) that Seller may be required to pay to any government (foreign, national, state or local) with respect to the production, sale or transportation of any Products, except where the law expressly provides otherwise.

(c) Unless otherwise agreed to in writing by Seller, Buyer will pay all freight, storage, handling, packaging, insurance or similar charges.

(d) Seller may require Buyer to pay a deposit or provide an irrevocable letter of credit in favor of Seller in an amount determined by Seller and from a bank approved by Seller payable on presentation of commercial invoice, packing list or a bill of lading indicating delivery to carrier.

(e) Unless otherwise noted on the face of these terms and conditions or agreed to in writing by Seller, invoices are payable upon receipt in United States funds, in no event greater than 30 days from date of invoice, subject to credit approval. All amounts due to Seller may be accelerated immediately upon Buyer’s failure to pay invoices as required and shipments of Products may be suspended or cancelled. Interest may be charged by Seller at the highest rate allowable by law.

(f) Buyer agrees to indemnify and hold Seller harmless from any and all legal fees and costs which may be required to collect any overdue balances. 2

(g) Seller may offset or recoup any amounts owed by Seller to Buyer against any amounts owed by Buyer to Seller. Buyer waives all right of offset and will pay all amounts owed to Seller regardless of any claim asserted by Buyer.

(h) Seller may change payment terms at any time, upon written agreement by Buyer.
Order and Acceptance. Buyer shall issue a Purchase Order to Seller for any products requested from Seller. Buyer may transmit Purchase Orders by email or facsimile. Such Purchase Orders shall specify the quantity and type of products, the price of such products, delivery terms and such other terms or requirements as may be customary and usual between the parties. Acceptance by Seller shall be by order acknowledgment confirming the terms and conditions specified in the Purchase Order. Acceptance by Seller may also be reasonably inferred if Seller does not submit an order acknowledgement within five (5) business days of transmittal of the Purchase Order. Once accepted by Seller, a Purchase Order cannot be modified or cancelled without the express written consent of Seller. Seller may, at its option and without further cost, obligation, or other liability to Buyer (except as otherwise provided herein), cancel any pending Purchase Orders by giving written notice of cancellation to Buyer. For Purchase Orders previously placed by Buyer that are scheduled for delivery within sixty (60) days of the effective date of the notice of cancellation, however, Buyer shall either: (i) reimburse Seller for its out-of-pocket costs of any non-cancelable raw materials or component commitments incurred by Seller to fill Purchase Orders during said 60-day period; or, (ii) take delivery of that quantity comprised of the non-cancelable component orders.
Allocation. In no event shall Seller be required to sell a greater number of Products than it shall have available or allocated for such purposes. If Seller is unable to supply the total demands for any of the Products, Seller shall have the right to allocate its available supply among its customers in such manner as Seller shall deem to be fair and equitable. In no event shall Seller be obligated to purchase Products from others in order to enable it to deliver Products to Buyer. Buyer acknowledges that it has understood and will accept such allocation from time to time as it is deemed necessary at Seller’s discretion.
Changes to Products. At its sole discretion, Seller may make changes to the Products in accordance with Buyer’s instructions or requirements or as Seller deems necessary, including changes to the design, color, performance, dimensions and compositions of the Products.
Specification Compliance; Design Responsibility. Seller’s Product design-related obligations under this Agreement are limited to manufacturing Products in accordance with specifications, drawings, material requirements, tolerances, and written instructions provided or approved by Buyer (the “Specifications”). Conformance to the Specifications shall constitute conclusive evidence of Seller’s performance of its Product design-related obligations. Seller shall have no responsibility or liability for any failure, defect, claim, damage, or cost to the extent arising from: (a) the design of the Product or the finished equipment; (b) compliance with Buyer-provided or Buyer-approved Specifications; (c) integration, installation, testing, calibration, or use of the Product in combination with other components or systems not identified by Buyer and agreed upon by Seller; (d) instructions, warnings, labeling, marketing, or representations concerning the finished equipment; or (e) misuse, abuse, modification, or operation beyond disclosed and approved application parameters.
Security Interest. In addition to any security interest granted by the UCC, Buyer grants Seller a security interest in the Products and documents related to Products and proceeds and goods from the Products to secure all obligations of Buyer to Seller, whether or not arising under the Terms. Seller may file a financing statement and at Seller’s request, Buyer will sign financing statements if necessary, evidencing the security interest. Buyer will provide a landlord’s waiver of any lien rights at the premises to which the Products will be installed. In case of a default by Buyer, Seller, as the appointed agent of Buyer, may peaceably enter the premises of the Buyer and others and take other actions to repossess or render inoperable all Products in which it has a security interest. Products are considered strictly personal property no matter whether affixed to a permanent foundation, building or structure, or for what purpose the Products may be used. Buyer will maintain the Products in a segregated area and not co-mingle any Products which are not fully paid. Buyer will not sell, exchange, transfer, convey, mortgage, pledge, hypothecate, or grant a security interest in unpaid Products and will advise Seller immediately in writing of any damage to, change in location of, or seizure of, any unpaid Products. Buyer will insure such Products for damage or loss (including theft) in an amount not less than replacement value.
Acceptance of Products. All Products are approved and accepted by Buyer if Buyer does not provide Seller a written rejection within 10 days of receipt or other reasonable time established in writing by Seller. Failure to provide written rejection will constitute an irrevocable acceptance by the Buyer of the Products. Any written rejection must state with specificity all defects and non-conformities upon which Buyer will rely to support its rejection of the Products. ALL DEFECTS AND NON-CONFORMITIES WHICH ARE NOT SPECIFIED ARE WAIVED BY BUYER. If Buyer rejects the Products, Buyer must first obtain a return merchandise authorization (“RMA”) from Seller before returning any Products, and, if requested by Seller, Buyer will return them to Seller in accordance with Seller’s return instructions and at Buyer’s cost except to the extent the return is due to a confirmed quality or shipping issue. All returns are subject to Section 15 of the Terms unless otherwise stated by Seller in writing.
Responsibility for Safety/Compliance. It is Buyer’s or other user’s responsibility to provide all proper devices, tools, training, and means that may be necessary to protect effectively all personnel from serious bodily injury that otherwise may result from the method of particular installation, use, operation, setup, or service of the Products. BUYER (OR USER) MUST INSTALL AND USE THE PRODUCTS IN A SAFE AND LAWFUL MANNER IN COMPLIANCE WITH APPLICABLE HEALTH, SAFETY AND ENVIRONMENTAL REGULATIONS AND LAWS AND GENERAL INDUSTRY STANDARDS OF REASONABLE CARE. Buyer will not engage in any transaction with respect to the Products, by way of resale, lease, shipment, use, or otherwise, which violates any state or local law or regulation or regulations from the country in which the Products are imported.
Limited Warranty. Seller warrants solely that, at the time of delivery, the Products will conform in all material respects to the specifications, drawings, material requirements, tolerances, and written instructions provided or expressly approved by Buyer (the “Specifications”). Conformance to the Specifications shall constitute conclusive evidence of Seller’s fulfillment of its warranty obligations. This warranty is the exclusive warranty provided by Seller and is conditioned upon Buyer’s proper storage, handling, installation, integration, use, and maintenance of the Products.

Seller’s obligations under this warranty are limited exclusively to Products that fail to conform to the Specifications due to defects in Seller’s workmanship. Seller shall have no responsibility or liability for any nonconformity, defect, claim, damage, or cost to the extent arising from: (a) the Specifications or design provided or approved by Buyer; (b) integration, installation, testing, calibration, or use of the Products with other components or systems; (c) instructions, warnings, labeling, marketing, or representations concerning the finished equipment; or (d) misuse, abuse, modification, or operation beyond disclosed and approved application parameters.

**EXCLUSIVE REMEDY.** IF A PRODUCT IS DETERMINED BY SELLER, IN ITS REASONABLE DISCRETION, TO HAVE FAILED TO CONFORM TO THE FOREGOING WARRANTY, SELLER’S SOLE AND EXCLUSIVE OBLIGATION, AND BUYER’S SOLE AND EXCLUSIVE REMEDY, SHALL BE, AT SELLER’S OPTION: (I) REPAIR OF THE NONCONFORMING PRODUCT; (II) REPLACEMENT OF THE NONCONFORMING PRODUCT; OR (III) REFUND OF THE PURCHASE PRICE PAID FOR THE NONCONFORMING PRODUCT. BUYER MUST PROVIDE WRITTEN NOTICE OF ANY CLAIMED NONCONFORMITY WITHIN THE TIME PERIOD SET FORTH IN THESE TERMS AND MUST PROVIDE SELLER A REASONABLE OPPORTUNITY TO INSPECT THE PRODUCT.

EXCEPT FOR THE LIMITED WARRANTY EXPRESSLY SET FORTH ABOVE, SELLER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND WHATSOEVER WITH RESPECT TO THE PRODUCTS OR ANY SERVICES PROVIDED IN CONNECTION THEREWITH. WITHOUT LIMITING THE FOREGOING, SELLER EXPRESSLY DISCLAIMS ANY AND ALL: (A) WARRANTIES OF MERCHANTABILITY; (B) WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE; (C) WARRANTIES OF NON-INFRINGEMENT OF ANY THIRD-PARTY RIGHTS, INCLUDING WITHOUT LIMITATION ANY PATENT, COPYRIGHT, TRADEMARK, OR OTHER INTELLECTUAL PROPERTY RIGHTS; (D) WARRANTIES OF TITLE; (E) WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE; AND (F) ANY OTHER WARRANTIES, WHETHER WRITTEN, ORAL, STATUTORY, OR OTHERWISE.

BUYER ACKNOWLEDGES THAT IT HAS NOT RELIED ON ANY REPRESENTATION OR WARRANTY OTHER THAN THOSE EXPRESSLY SET FORTH IN THESE TERMS, AND THAT SELLER SHALL HAVE NO LIABILITY EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION AND THE LIMITATION OF LIABILITY PROVISIONS OF THESE TERMS.
Disclaimer of Warranties. SELLER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND WHATSOEVER WITH RESPECT TO THE PRODUCTS OR ANY SERVICES PROVIDED IN CONNECTION THEREWITH. WITHOUT LIMITING THE FOREGOING, SELLER EXPRESSLY DISCLAIMS ANY AND ALL: (A) WARRANTIES OF MERCHANTABILITY; (B) WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE; (C) WARRANTIES OF NON-INFRINGEMENT OF ANY THIRD-PARTY RIGHTS, INCLUDING WITHOUT LIMITATION ANY PATENT, COPYRIGHT, TRADEMARK, OR OTHER INTELLECTUAL PROPERTY RIGHTS; (D) WARRANTIES OF TITLE; (E) WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE; AND (F) ANY OTHER WARRANTIES, WHETHER WRITTEN, ORAL, STATUTORY, OR OTHERWISE. No representation, description, sample, model, bulletin, drawing, specification, technical advice, or other information furnished by Seller, whether before or after the date of these Terms, shall create any warranty or be deemed to modify these Terms. Buyer assumes all risk and liability in connection with the selection, purchase, installation, and use of the Products, including all risk of patent infringement arising from the use of the Products in combination with other articles, materials, or processes. SELLER’S TOTAL LIABILITY FOR ANY NONCONFORMING OR DEFECTIVE PRODUCTS, IF ANY, SHALL BE LIMITED SOLELY AS SET FORTH IN SECTION 14 (LIMITATION OF REMEDIES) OF THESE TERMS.
Limitation of Remedies/Time for Action. THE REMEDIES SET FORTH IN THESE TERMS, INCLUDING ANY RETURN, CREDIT, REWORK OR REPLACEMENT RIGHTS EXPRESSLY PROVIDED IN SECTION 15, WILL BE EXCLUSIVE. SELLER WILL NOT BE LIABLE FOR ANY CLAIMS OF ANY KIND GREATER IN AMOUNT THAN THE PURCHASE PRICE OF THE PRODUCTS FROM WHICH THE CLAIMS ARE MADE. IN NO EVENT WILL SELLER BE LIABLE FOR COSTS ASSOCIATED WITH THE PURCHASE OF SUBSTITUTE GOODS BY THE BUYER OR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES. Without limiting the generality of the foregoing, Buyer assumes all risk and liability for the results obtained by the use of any Products delivered hereunder in combination with other articles or materials or in the practice of any process, whether in terms of operating costs, general effectiveness, success or failure, and regardless of any oral or written statements made by Seller, by way of technical advice or otherwise, with respect to the use of such Products. Any proceeding by Buyer for breach of the Terms cannot be filed or maintained unless it is commenced within one year after the cause has accrued, Buyer has provided written notice to Seller as provided in these Terms and Buyer has paid in full all amounts owing to Seller under these Terms.
Returns; Quality Complaints. Authorization of all returns must be initiated by contacting Seller to obtain an RMA. Seller’s issuance of an RMA does not constitute acceptance of the return, but only permits Buyer to return the applicable Product in accordance with Seller’s instructions. Any Product returned without an RMA may be refused or returned to sender at sender’s expense. (b) Except as expressly provided in this Section 15 or otherwise agreed by Seller in writing, Products are not returnable.
Indemnification. Buyer shall defend, indemnify and hold Seller harmless from all losses, damages, costs or expenses of any kind (including legal fees) incurred as a result of, or arising from: (a) Buyer’s breach of these Terms (including, the use or disclosure of Sellers’ Technical Information in violation of Section 5); (b) patent infringement based on Buyer’s use of the Products in an overall process or as an element in an overall combination; (c) intellectual property infringement pursuant to any “made-to-print” Products produced by Seller (d) Buyer’s alteration, processing, modification, assembly or reassembly of the Products, supplies or materials used in connection with the Products, or parts manufactured with the Products, (e) negligence of Buyer.
Termination. These Terms are subject to Seller’s revocation or cancellation at any time, without liability, provided that Seller completes all current orders in process at the time of cancellation. Buyer may cancel its order for Products prior to its completion by immediate payment to Seller of Sellers’ cost of manufacture and liquidated damages (including labor, engineering, materials, tooling, equipment time, overhead) computed using Sellers’ standard internal costing procedures, plus a minimum of 10% of the sales price for the Products (it being understood that such percentage may be higher, at Seller’s discretion). Cost of manufacture includes all materials or services that Seller has ordered and that cannot be canceled and all costs incurred in canceling such orders. Seller may retain without cost all materials and partially completed Products on cancelled orders.
Applicable Law and Jurisdiction. These Terms will be governed by the laws of the Commonwealth of Kentucky without regard to rules pertaining to conflicts of law. The federal, state and local courts located in the Commonwealth of Kentucky will have exclusive jurisdiction for any disputes relating to these Terms. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms. If any provision is or becomes invalid or unenforceable under any law, the remaining provisions will be in full force and effect as written.
Dispute Resolution. The parties will attempt to resolve any dispute involving the interpretation, performance or non-performance, or enforceability of these Terms by prompt good faith negotiations and, if within sixty (60) days the dispute cannot be resolved, either party shall have the right to submit the dispute to litigation in accordance with Article 18.
Miscellaneous Provisions.

A. Assignment. Buyer will not assign, in whole or in part, these Terms or delegate the performance of its duties without the written consent of Seller. Any assignment or delegation without the previous written consent of Seller, at the option of Seller, will cancel any outstanding purchase orders. Any consent by Seller to an assignment will not waive Seller’s right to recoupment from Buyer and its assigns for any claim arising out of these Terms. If Seller agrees to the assignment of the Terms, in whole or in part, Buyer will remain solely liable to Seller for the adherence of the assignee to these Terms. Seller may assign, in whole or in part, these Terms or delegate the performance of its duties without notice and without the consent of Buyer.

B. Buyer’s Property. Buyer shall insure all materials, fixtures, tooling and other property delivered to Seller against all risks and waives subrogation in the event of loss of or damage to such property or personal injury arising from the use or storage of such property.

C. Force Majeure. Any delay or failure of either party to perform its obligations will be excused if caused by an extraordinary event or occurrence beyond the control of the nonperforming party and without the nonperforming party’s fault or negligence, such as acts of God, fires, floods, windstorms, explosions, riots, natural disasters, wars, terrorist attacks, sabotage, strikes, shortages of labor or material, vendor failures, transportation embargoes or acts of any governmental or governmental agency. In the event of such a delay, delivery will be deferred for a period of time equal to the time lost due to the delay. Seller will notify Buyer in writing within a reasonable time of any such event. In no event will Seller be liable for late deliveries.

D. Modification and Waiver. No modification or waiver of the Terms will be binding upon Seller unless approved in writing by one of Seller’s authorized representatives, or will be affected by the delivery of Product or the acknowledgment or acceptance of purchase order forms, invoices, shipping papers or other documents containing other or different terms whether or not signed by an authorized representative of Seller.