GENERAL TERMS AND CONDITIONS OF SALE and GENERAL PURCHASE CONDITIONS

A. GENERAL TERMS AND CONDITIONS OF SALE

1.1. These General Terms and Conditions of Sale ("GTC") together with all applicable end-user or software license agreements govern all contracts and related relationships (such as submissions of offers and orders, contract negotiations etc.) between Wachendorff Electronics USA, Inc. ("WEusa") and the customer ("Customer") with regard to the sale of products ("Products") and the provision of related services ("Services") by WEusa to Customer. The GTC form an integral part of any agreements concluded between WEusa and Customer.
1.2. By placing an order for Products or Services of WEusa, the Customer restates, accepts, agrees and acknowledges that the sale of such Products and the provision of such Services are subject to these GTC.
1.3. The GTC together with all applicable end-user or software license agreements constitute the entire agreement between the Customer and WEusa regarding the contractual terms applying to the delivery of Products and the provision of Services and supersede all previous communications and understandings of WEusa and the Customer. WEusa shall not be bound by any other statements relating to the Products or Services, unless such statements are made in writing, expressly declared as being of binding contractual nature, and signed by the duly authorized representatives of WEusa. In the event of any conflict, the provisions of the GTC shall prevail.
1.4. General terms and conditions of purchase and other contractual documents of the Customer are expressly rejected hereby are otherwise waived and excluded. This waiver and exclusion shall apply even if general terms and conditions or other contractual documents of Customer were incorporated into an order of Customer, or otherwise referenced or notified to WEusa.

2.1. WEusa's offers, pricelists, product descriptions, datasheets, handouts and technical documentations are not binding and may be modified or revoked at any time.
2.2. Any contract with WEusa enters into force only upon acceptance by WEusa. Customer's orders are hereby deemed to be offers for the conclusion of a contract. WEusa expresses its acceptance of an order either by issuance of an order confirmation or by execution of an order.
2.3. WEusa's order confirmations include a detailed description of the Products sold and of the Services provided. If no order confirmation is issued, the description may derive from an offer of WEusa or from the order of the Customer. WEusa reserves the right to make improvements, substitutions or modifications to any part of the Products prior to delivery.

3.1. The Products are delivered EXW/WEusa, Elgin IL, USA, Incoterms 2000. The risk of loss and damage passes to Customer upon WEusa's dispatch of the Products to a carrier for shipment to Customer. The Customer shall be responsible for filing any claims with the carrier. Unless WEusa receives other instructions from the Customer in writing prior to shipment, WEusa will select the method of shipment and will package the Products in accordance with WEusa's standard practices. It is Customer’s sole responsibility to pay for and obtain any governmental or other licenses, certificates or documentation as may be required.
3.2. Delivery and shipping dates are estimates only and approximate. WEusa shall not be in default nor be liable to Customer or any other party for any damage, loss or expenses incurred as a result of delayed delivery or non-delivery of Products. A delay shall not entitle Customer to any cancellation, rescission or modification of a contract.
3.3. The Customer shall inspect all deliveries for completeness and conformity. A delivery shall be deemed to be accepted unless Customer notifies WEusa in writing to the contrary within seven days upon receipt. If a delivery is proven to be incomplete or non-conforming, WEusa will reperform the delivery to such extent as required to achieve a proper delivery.

4.1. Prices are quoted in USD.
4.2. Prices are ex works and net. Additional or incidental costs and charges, such as for freight and insurance, and export, transit and import levies, fees, duties, customs and any and all taxes, and licensing and certification fees, are excluded and shall be borne and paid solely by Customer.
4.3. Prices are exclusive of value added, sales, use, excise and other applicable taxes, charges, duties or fees, which will be invoiced separately to and shall be paid by Customer.
4.4. WEusa may adjust agreed prices in case of substantial price increases of, or the need to procure substitutes for, components of other manufactures included in the Products or other extenuating circumstances.

5.1. The Products are to be paid in advance or upon dispatch for delivery. In case of successive or repeated deliveries (more than one delivery under a contract), payment is to be made per delivery. Services are to be paid in advance or upon provision.
5.2. Invoices are payable within thirty days from the date of invoice, net and without any deductions or set-off. Payments are deemed to have been made when the invoice amount is credited to WEusa's bank account. Customer shall in no case be entitled to withhold any payments, including in cases of delayed, incomplete or non-conforming deliveries or of outstanding warranty claims.
5.3. Interest of 4% per annum above the then applicable prime rate (or, if less, the maximum rate permitted by law) shall accrue and become payable on all amounts not paid within the payment period, without any further reminder by WEusa being required.
5.4. In case of Customer’s payments being delayed or at risk, WEusa may withhold and suspend any (further) deliveries under the affected or any other contract with Customer, or rescind all or parts of the affected or any other contract with Customer, and claim damages.
5.5. Customer agrees to reimburse WEusa for any costs and expenses (including reasonable attorney’s fees) in connection with the collection of any amounts owed to WEusa under any contract.

6.1. Customer hereby grants to WEusa a security interest in the Products sold in connection herewith to secure payment of the purchase price of such Products and agrees, and appoints WEusa its agent, to take all such action and to execute all such documents and instruments as may be necessary or reasonably requested by WEusa to perfect and continue its security interest hereunder.

7.1. Except as expressly provided in this section or otherwise provided in writing to Customer, WEusa makes no representations or warranties of any kind or nature, express or implied. WEusa excludes and disclaims all express and implied warranties for the Products, including, without limitation, any warranties as to accuracy, satisfactory quality, functionality, performance, durability, of merchantability and fitness for a particular purpose. In lieu thereof, for one year from the date of dispatch for delivery, WEusa warrants that the Products are believed
(i) to be in conformity with the product specifications issued by WEusa, and
(ii) to be free from substantial defects in workmanship and materials.
7.2. The warranty does not extend to and any warranty is excluded for software, if any, embedded in the Products.
7.3. The warranty does not extend to and any warranty is excluded for non-conformities and defects of the Products deriving or resulting from
(i) components of other manufacturers included in the Products,
(ii) improper handling, installation or use,
(iii) unauthorized repair or alterations,
(iv) non-observance of operating instructions,
(v) negligence or accident, or
(vi) normal wear and tear.
7.4. Each warranty claim shall be in writing and specify the type of Product and the nature of the defect. Upon receipt of a claims notice, WEusa shall have the option of testing or inspecting the affected Product at its location or of having the Product returned to WEusa. WEusa will analyze the claim and notify Customer whether a claim falls within the warranty or not. Claiming an alleged defect does not relieve Customer of any of its payment obligations to WEusa.
7.5. Warranty claims shall be notified to WEusa within one year from the date of dispatch for delivery (warranty period) at the latest. Costs and charges for freight, insurance, customs and similar of a return and redelivery shall be borne by Customer.
7.6. WEusa's obligations under the warranty shall be limited to, at WEusa's option, refund the purchase price of, or repair or replace, at WEusa’s expense, all such Products which are proven to be non-conforming or defective.
7.7. The refund or repair or replacement of Products is WEusa’s sole obligation and Customer's sole remedy for a breach of warranty. Any other rights and remedies of Customer are expressly excluded. In particular, but not limited to, Customer waives entitlements, if any, to a reduction of the compensation, to a rescission, and to the bringing in of a third party. WEusa shall not be liable for damages, losses, costs or claims arising from its failure to conform with the warranty.

8.1. WEusa performs the Services in a professional and workmanlike manner and with qualified personnel. WEusa does not assume any obligation to deliver particular results or deliverables when providing Services and expressly disclaims all warranties, if any, for the provision of Services.

9.1. Except as otherwise agreed in writing, WEusa's liability with respect to Products and Services shall be limited to the warranty provided in Articles 7 and 8 hereof, and shall be limited to the purchase price.
9.2. EXCEPT AS OTHERWISE LIMITED BY LAW, WEusa SHALL NOT BE SUBJECT TO ANY OTHER OBLIGATIONS OR LIABILITIES, WHETHER ARISING OUT OF BREACH OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), OR OTHER THEORIES OF LAW, WITH RESPECT TO PRODUCTS OR SERVICES, SOLD BY WEusa, OR UNDERTAKINGS, ACTS OR OMISSIONS RELATING THERETO. UNDER NO CIRCUMSTANCES WILL WEusa BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR FOR ANY OTHER LOSS, DAMAGE OR EXPENSE OF ANY KIND, INCLUDING LOSS OF PROFITS, ARISING IN CONNECTION WITH ANY CONTRACT OR WITH THE USE OR LIABILITY TO USE WEusa'S PRODUCTS OR SERVICES FURNISHED UNDER ANY CONTRACT. WEusa’S SOLE LIABILITY AND CUSTOMER’S SOLE REMEDY IS AS DESCRIBED IN SECTION 7.6 HEREOF.
9.3. To the extent permitted by law and without limiting the generality of the foregoing, WEusa specifically disclaims any liability for property or personal injury damages, penalties, special or punitive damages, damages for lost profits or revenues, loss of use of Products, or any associated equipment, cost of capital, cost of repairs to Products subject to WEusa's warranty performed by persons other than WEusa without WEusa's prior written consent, cost of substitute Products, facilities or services, down-time or slow-down costs or for any other types of economic loss, and for claims of Customer's customers or any third party for any such damages. WEusa disclaims any liability for any claim, whether in contract or in tort, which arose more than one year prior to the initiation of arbitration or litigation by Customer against WEusa.
9.4. Customer agrees to cause its customers and anybody in the chain of manufacturing supply and distribution including the end customer to be bound by limitations of liability substantially equal to those contained in these GTC.

10.1. Title to and ownership of any intellectual property rights in the Products and Services, including all patents, copyrights and other intellectual property rights relating thereto, shall at all times remain solely and exclusively with WEusa. Customer acknowledges that WEusa has proprietary interests in the Products. WEusa's sale of Products to Customer does not convey to Customer any license or any other right, express or implied, under any such intellectual property rights other than rights granted pursuant to an end-user or software license agreement accompanying the Products.
10.2. WEusa confirms that to its best knowledge and belief, there are no rights of third parties that could be infringed by the Products. WEusa, however, cannot and does not warrant that the Products do not infringe rights of third parties.

11.1. It is the sole responsibility of Customer to assure that the Products comply with the applicable regulations and standards relating to the importation, design and operation of the Products, if any, in the country of destination. WEusa will provide Customer upon request the related pertinent information on the Products and copies of certificates obtained by WEusa for the Products.
11.2. The export of the Products may be subject to export control laws of the United States. The Customer shall not export or re-export Products or systems incorporating the Products without first having obtained all such written consents or authorizations as may be required by any applicable laws or government regulations. Customer also agrees sthat you will not use the Products or any related software for any purposes prohibited by laws of the United States, including, without limitation, the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons.

12.1. WEusa and the Customer agree that certain information supplied by each to the other may be proprietary or confidential. All such information shall be clearly marked "confidential", shall be held in confidence by the receiving party and shall be used only for the purpose of the contractual relationship.

13.1. These GTC and all contracts and related relationships (such as submissions of offers and orders, contract negotiations etc.) between WEusa and Customer shall be governed by and construed in accordance with laws of the State of Illinois, without giving effect to the United Nations Convention on Contracts for the International Sale of Goods or its conflict of laws provisions.
13.2. Place of performance of all transactions relating to these GTCs shall be deemed to be in Illinois.
13.3. All disputes arising out of or in connection with these GTC shall be finally settled under the rules of arbitration of JAMS before one arbitrator. The place of arbitration shall be Chicago, Illinois. The arbitrator shall provide a written opinion of their factual findings and legal rationale. Each party shall be responsible for its costs of the arbitration. The award by the arbitrator or arbitrators shall be final and binding, and judgment upon the award rendered may be entered in any court having jurisdiction thereof.

14.1. In the event that WEusa cannot perform or fulfill its obligations in whole or part for any reason beyond its reasonable control, WEusa may at its discretion withdraw from all or parts of the affected contract(s) with Customer. WEusa shall not be liable for any loss or damage arising from its failure to perform its obligations for any reason whatsoever beyond its reasonable control.
14.2. Customer shall not be entitled to assign rights and obligations under a contract with WEusa to any third party without the prior written consent of WEusa.
14.3. The invalidity of any part of these GTC shall not affect the validity of the remainder. Instead of any provisions that are invalid or null and void, provisions shall apply which correspond as close as possible to the intentions as expressed herein.
14.4. Textual declarations that are transferred or recorded via electronic means (telefax, e-mail, Internet and similar) shall be deemed as declarations in writing. The burden of proof that the recipient took notice of such declarations shall be with the sender. Such declarations shall be deemed to be received by the recipient upon the recipient having taken notice thereof.

1. These general purchase conditions are the exclusive basis for the contractual relationship between Wachendorff Electronics (WE) USA, Inc. (“Customer") and its suppliers (the “Order”). ANY ATTEMPTED ACKNOWLEDGMENT OF CUSTOMER’S PURCHASE ORDER CONTAINING TERMS INCONSISTENT WITH OR IN ADDITION TO THE TERMS OF THIS ORDER IS NOT BINDING UNLESS SPECIFICALLY ACCEPTED BY CUSTOMER IN WRITING. This Order shall also apply even if the Customer unconditionally accepts delivery in recognition of conflicting conditions of the supplier.
2. With respect to specific products and/or requirements, the Customer may request that a quality assurance agreement be concluded by the supplier. This quality assurance agreement shall then be considered incorporated in this Order and made a part hereof.
3. This Order shall also apply to all subsequent business with the supplier unless otherwise altered in a writing signed by an officer of the Customer.
4. This Order constitutes the entire agreement of the Customer and supplier with respect to matters set forth in this Order and supersedes any prior understanding or agreement, oral or written, with respect to such matters. This Order may not be amended or modified except by a writing executed by duly authorized representatives of both parties.

1. Should the Customer place an order with the supplier, the supplier shall inform the Customer within two (2) weeks of receiving such order that it will not accept such order. If after two (2) weeks from the placement of an order by Customer with the supplier and the supplier has not rejected such order, then such order shall be considered accepted.
2. The supplier warrants and represents that all such materials, goods and products will be new and of merchantable quality, not used, rebuilt or refurbished material unless approved in writing by the Customer, free from all defects in design, workmanship and material, and will be fit for the particular purpose for which they are intended. Such goods and services will be provided in strict accordance with all specifications, samples, drawings, designs, descriptions or other requirements approved or adopted by the Customer. Any attempt by the supplier to limit, disclaim, or restrict any such warranties or remedies by acknowledgment or otherwise shall be null, void and ineffective.
3. The supplier shall confirm all orders to the Customer with a written order confirmation.
4. The order confirmation shall include price, applicable discount, binding delivery deadline and all applicable order numbers and references. Deviations from the prices, discounts and delivery deadline in the Customer’s purchase order shall not be accepted unless confirmed in a writing signed by the Customer.
5. Offers, drafts, tests and samples from the supplier must be free of charge to the Customer unless otherwise stated in writing by the supplier and counter-signed by the Customer.
6. Payments or compensation for visits or preparing offers, projects etc shall not be made unless otherwise agreed in a writing signed by both parties.
7. The Customer can, as far as is reasonable for the supplier, require technical changes to the design and/or dispatch of delivery items. If this results in additional or reduced costs and affects the delivery deadline, then the parties shall acknowledge same in a writing signed by both parties.
8. Should delivery requests by the Customer be provided for such delivery requests may be made orally or by remote data transmission.

1. The agreed prices between the parties shall be binding and shall also apply to call-off orders over the entire agreement period. If no prices are specified by the parties, then the supplier’s list prices applicable at the time of the purchase order are valid together with all available discounts. Prior to the effectiveness of any price increase clauses, the Customer must expressly agree to to such price increases in a signed writing. If, because of market developments, the Customer is required to reduce its list price, the parties shall enter into good faith negotiations on an appropriate reduction to the applicable delivery price.
2. All prices are considered net delivery to the Customer’s delivery address located at 2585 Millennium Drive, Suite I, Elgin, Illinois 60124.
3. The supplier shall include two (2) sales invoices with the goods that are sent to Customer. The sales invoices must include the following information separate and apart from Order: supplier number, number and date of the order, additional Customer data (allocation of an account), the Customer’s parts number, unloading point, number and date of delivery slip, amount of charged goods or services and origin and delivered goods. Goods related to sales invoices which are not correctly drawn up shall be considered as undelivered in the sole discretion of the Customer.
4. Payments by the Customer shall be by electronic interbank money transfer. Incorrect delivery shall entitle the Customer to withhold payment in proportion to the value until such incorrect delivery has been corrected. For the avoidance of doubt, payment by the Customer with respect to any delivery shall not be considered acknowledgment such delivery was made in accordance with this Order.
5. The supplier may only set-off against claims of the Customer if the supplier’s counterclaim is undisputed and legally established by a court of law with appropriate jurisdiction or recognized by the Customer in its sole discretion.
6. The supplier shall not assign any claims it may have against the Customer from time to time or have them withdrawn by third parties without the Customer’s prior written consent. Any such assignment in contravention of this clause shall be considered null and void.

1. Agreed delivery times shall be binding. Receipt of the goods at the place of delivery or point of use designated by the Customer is also binding. If collection from the supplier is agreed, the supplier must make the goods available in good time, taking into account the usual loading and shipment time.
2. The supplier shall, on request, issue to the Customer an information sheet on the origin of the delivered goods.
3. Should the supplier recognize that an agreed deadline cannot be met, it shall immediately inform the Customer, giving the reasons and the period of the delay. It shall not, as a result of this, be released either from the obligation for timely fulfillment or from any liability for damages in connection therewith.
4. In the event of a delivery delay, the Customer may, for each complete week of delay, require a penalty of 1% of the value of the order but in no event shall such penalty exceed 5% of the value of the order. In such event, the Customer shall also have the right to pursue any other remedies, legal or equitable, available to it in addition to such penalty including damages. The Customer shall state its reservation of the right to invoke a penalty nor later than at the time of the payment of the invoice.
5. If the agreed delivery deadline is not maintained or – in the absence of an agreed date – after a warning, the Customer can withdraw from this Order after a commercially reasonable grace period not to exceed ten (10) business days. Furthermore, the Customer shall also have the right to pursue any other remedies, legal or equitable, available to it in addition to such penalty including damages resulting from the delay. In the event of a withdrawal of delivery, the Customer shall be able to keep partial shipments and withdraw merely with re-gard to unfulfilled parts of the Order. The supplier shall not be held responsible for any delay not resulting from its acts or omissions.
6. Force majeure, workforce strikes or other inevitable and unforeseeable events shall release the supplier from performance of the Order only for the period of such disruption and within the scope of its effect. The supplier is obliged, as far as is commercially reasonable, to provide to the Customer information detailing such force majeure or disruption and to adjust its obligations in good faith. The Customer shall be released, either partially or in whole at the sole discretion of the Customer, from the obligation to accept the ordered delivery and shall be entitled to withdraw from the Order if the delivery is no longer required by the Customer from an economic point view.

1. A single copy of the delivery note shall be enclosed with the goods which, in addition to the exact description of the scope of the delivery according to the item, type and amount etc., should contain the exact order details. If the supplier omits such order details, processing delays are unavoidable for which the Customer shall not be held responsible.
2. Partial consignments shall be accepted after agreement by the parties in writing. Where partial consignments are agreed, the remaining amounts shall be listed.
3. Partial amounts to be delivered within four (4) weeks shall be binding orders. Amounts ordered for the period from the 5th to the 12th week shall serve as indications for material utilization. Amount data from the 13th week onwards shall be considered non-binding target figures.
4. Transfer of risk shall occur at the delivery address provided by the Customer.
5. The parties shall agree in writing as to the shipper or freight forwarder for the goods to be delivered. Preference shall be given to shippers or freight forwarders whose services offer state of the art environmental protection for the shipped goods.
6. Transport insurance shall be taken out by the Customer. The Customer shall be considered exempt from forwarding insurance for the purchase of all goods since it has taken out its own transport insurance.
7. Where plastic is a component or base material of the shipped goods, then the relevant plastic description shall be made with respect to such goods.

1. All items delivered by the supplier and all services provided by it shall be up to date and correspond to all applicable laws, regulations and guidelines of the authorities and professional and trade associations. If in individual cases deviations from these regulations are necessary and allowed under applicable laws and regulations, the supplier shall obtain the Customer’s written consent for such deviations.
2. If the supplier has any doubts as to its ability to properly execute a delivery, then it shall immediately inform the Customer of such doubts.
3. The Customer reserves the right to review and subsequently reject any delivery as it concerns the amount and quality of such materials or goods. The Customer’s complaints about defects shall be considered as made in good time if such complaints are received by the supplier within eight (8) days counting from the receipt of the goods at the designated delivery site or, with concealed defects, from discovery of such defects.
4. The Customer hereby reserves any and all rights it may have, legal or equitable, with respect to nonconforming or defective goods or materials.
5. Should the supplier delay with respect to the replacement delivery or in repairing the defect the Customer may undertake replacement procurement or repair the defect itself or have such repair undertaken by a third party at the cost of the supplier. The same applies if there is a rush and the supplier cannot be reached in good time or is not in a position to undertake the repair or replacement procurement in good time.
6. Claims because of material defects and defects in title shall be barred 36 months from the transfer of risk if not agreed otherwise in writing. For delivery parts that cannot remain in operation while the defect is being investigated and/or the repair is being carried out, this current guarantee shall be extended by the period of interruption of business. Repaired or newly delivered parts shall start the period of guarantee anew.

The supplier is obliged to provide the Customer with spare parts for the relevant delivery item for at least 18 years from discontinuation of production.

1. The supplier shall defend, indemnify, release and hold harmless the Customer, its directors, officers, employees, agents representatives, successors and assigns, whether acting in the course of their employment or otherwise, against any and all suits, actions, or proceedings, at law or in equity, and from any and all claims, demands, losses, judgments, damages, costs, expenses, or liabilities (including without limitation claims for personal injury or property damage, claims or damages payable to customers of the Customer) arising from any act or omission of the supplier, its agents or employees in connection with any goods, materials or products delivered pursuant to this Order or any other obligations of the supplier provided fore herein except to the extent attributable to the sole and direct gross negligence of the Customer.
2. In addition, the supplier shall compensate the Customer for any expenses that it may incur from or in connection with any recall it may institute in connection with its materials, goods or products.
3. The supplier shall maintain comprehensive general liability – bodily injury/property damage (including, but not limited to, coverage for contractual liability insuring the liabilities assumed pursuant to this Order and for products liability) in the amount of $6,000,000 combined single limit per occurrence.

1. Documents and devices provided to the supplier by the Customer such as diagrams, drawings, models, stencils, patterns, samples, tools and other production tooling (collectively, the “Confidential Information”) shall remain the sole property of the Customer. The supplier will hold in strict confidence and will not disseminate or disclose in any way to any third party any Confidential Information, unless expressly authorized to do so by the Customer in a writing executed by a duly authorized representative of the Customer. The supplier will further use the same degree of care as it uses to protect its own information of a like nature, but in any event no less than a reasonable degree of care, to prevent disclosure of any Confidential Information to any third party. The supplier shall exclusively use the Confidential Information for production on the basis of this order; after the order has been processed all Confidential Information shall be immediately returned; and the supplier will not reverse engineer or otherwise attempt to derive the composition or underlying information, structure, or ideas of any Confidential Information. The supplier will give prompt written notice to the Customer of any unauthorized disclosure of Confidential Information of which it becomes aware.
2. This order imposes no obligations on the supplier with respect to information, whether or not such information is Confidential Information, if such information: (a) was rightfully in the supplier‘s possession free of any obligation of confidence to the Customer prior to the time it was communicated to the supplier by the Customer; (b) was publicly available or in the public domain at the time it was communicated to the supplier by the Customer; (c) is or becomes publicly available or in the public domain subsequent to the time it was communicated to the supplier by the Customer through no fault of the supplier; (d) is rightfully communicated to the supplier by a third party free of any obligation of confidence subsequent to the time it was communicated to the supplier by the Customer through no fault of the supplier; (e) is independently developed by the supplier; and/or (f) is disclosed pursuant to the order of a court or government, provided that the supplier gives the Customer reasonable written notice of such order prior to disclosure.
3. The supplier shall be liable for the infringement of any third party rights in connection with its delivery, whereby the supplier is aware the Customer sells its end products incorporating the supplier’s goods, materials or products.
4. If the Customer has a claim made against it by a third party in connection with the delivery because of an infringement of rights described in the immediately preceding Section 3, the supplier shall indemnify per Article 8 above. The Customer shall not make any agreement with the third party without the agreement of the supplier, and particularly not conclude any settlement.
5. For the avoidance of doubt, the supplier’s duty to indemnify shall also include any and all expenses the Customer may incur with a third party in connection with such use.

Supplied materials or parts shall remain the property of the Customer. They may only be used in the context of orders and shall only be used to process material and assemble parts for the Customer. Where the Customer’s material and parts are joined, mixed or processed with other, unrelated items, the Customer acquires joint ownership of the new item in relation to the value of the supplied material and parts to the other processed items at the time of such joining, mixing or processing. If the supplier’s item is considered a main item, it shall be agreed that the supplier shall transfer pro rata joint ownership to the Customer. The Customer’s sole ownership and joint ownership shall be safeguarded without charge.

1. Environmentally-harmful packaging material such as oiled paper or polystyrene should be avoided if at all possible.
2. Charged packaging, if reusable, shall be credited by supplier on return to fully charged value. The credit is always submitted in a single copy with information about the invoice with which the charge was made.

1. If any provision of this order shall be deemed invalid or unenforceable, that provision shall be reformed and/or construed consistently with applicable law as nearly as possible to reflect the original intentions of this order; and in any event, the remaining provisions of this order shall remain in full force and effect.
2. The supplier may not assign any or all of its rights or obligations under this order without the prior written consent of the Customer. Any unauthorized assignment is void. For any authorized assignment, this order will bind and inure to the benefit of any assignees or successors in interest.
3. Should a party cease to conduct its operations in the normal course of business, fails to meet its obligations as they mature, if any proceeding under the bankruptcy or insolvency laws is brought by or against a party, or a receiver for a party is appointed or applied for, or an assignment for the benefit of creditors is made, or an excused delay (or the aggregate time of multiple excused delays) lasts more than 60 days, the other party is, notwithstanding further legal or contractual rights, entitled to withdraw from the order as a result of the unfilled part if the relevant party does not immediately pay an appropriate deposit upon request.
4. No claim or right arising out of a breach of this order can be discharged in whole or in part by a waiver or renunciation unless supported by consideration and made in writing signed by the aggrieved party. Either party’s failure to enforce any provisions hereof shall not be construed a waiver of a party’s right thereafter to enforce each and every such provision.
5. This order shall in all respects be governed by and interpreted in accordance with the substantive law of the State of Illinois, U.S.A., excluding its conflicts of law provisions. The parties exclude application of the United Nations Convention on Contracts for the International Sale of Goods.
6. EACH OF THE PARTIES CONSENT TO THE EXCLUSIVE PERSONAL JURISDICTION AND VENUE OF THE COURTS, STATE AND FEDERAL, LOCATED IN CHICAGO, COOK COUNTY, ILLINOIS.