1. OFFER, ACCEPTANCE AND DEFINITIONS- This purchase order is an offer to Seller by Buyer to enter into the purchase agreement it describes, and it shall be the complete and exclusive statement of such purchase agreement. Seller shall accept the offer in writing or by beginning work hereunder. No terms or conditions other than those that apply to the purchase order as described above will apply to the purchase order, including any contract terms that may have been submitted by the Seller. Modifications proposed by Seller are not part of the agreement in the absence of Buyer’s written acceptance. For purposes of these Terms and Conditions, the following definitions apply. Performance Assembly Solutions, shall be referred to as the “Buyer”. The party supplying the goods or services to Buyer shall be referred to as the “Seller” or the “Supplier”, and the customer of Buyer, whether an O.E.M. or not, shall be referred to as the “Customer”. The term “Goods” is defined as the products, parts, assemblies, materials, components or other subject matter that Buyer is acquiring from Seller pursuant to the terms of the purchase order.

Acceptance of this purchase order is an agreement that all materials shipped to Buyer will be made to and comply with all drawing specifications contained within. PPAP Cost: All PPAP costs associated with purchased product must be amortized into piece price and not a one-time charge. Tooling: All tooling and fixtures required to produce this component will be permanently identified with the Buyer (or Customer) issued part number and will state “Property of PAS” (or Customer). Pictures of such must be sent to the buyer and clearly show as evidence these permanent markings. Tooling costs will not be paid until all of these requirements are fulfilled and approved by Buyer (or Customer). Incoming Material: Any and all first shipment materials received must be accompanied by all the necessary quality documentation, for Buyer approval, and must include (at minimum) the following: 1) a fully ballooned engineering drawing (ballooned by Supplier) with each and every feature (or note identifying) and must correspond with submitted inspection report, 2) any and all raw material, outside process, heat treatment, coating or plating certifications, 3) 5 pc layout with capability study (30 pcs minimum) on identified critical or significant characteristics (unless otherwise specified), 4) a fully executed PSW with all elements of the Buyer issued RFQ checklist, filled-out and submitted by Supplier. Non-Conforming Material: Any and all non-conforming material will be returned immediately for replacement, credit issued and proper disposition determined. A supplier issued RMA number to return all material will be requested within 24 hours of issuance of a PAS non-conforming materials notification. Upon notification of non-conformity, Supplier must reply within a 24 hr. period with their ICA (Interim Containment Action) and PCA (Permanent Corrective Action) within 15 days.

2. CHANGES – (a) Buyer at any time, by written change of order, may change the design (including drawings, materials, and specification(s)), processing, method of packing and shipping, and the place of delivery, of the supplies and services hereof. (b) If any such change effects cost or timing, Buyer shall adjust purchase price and delivery schedules equitably. (c) Seller shall not make any changes in the design, processing, packing, shipping, or place of delivery of the supplies and services hereof without the written approval of Buyer.

3. BAILED OR CONSIGNED PROPERTY – Unless otherwise specified, Seller bears all responsibility for loss and damage to articles owned by Buyer and possessed by Seller for use in performing this purchase order, including responsibility for loss or damage which occurs despite Seller’s exercise of reasonable care, but excluding normal wear and tear. Seller shall: (a) properly house and maintain such articles on Seller’s premises, (b) mark them “Property of “Performance Assembly Solutions”, (c) refrain from co-mingling them with the property of Seller or with that of a third party, (d) maintain them as personal. Buyer shall have the right to enter Seller’s premises at reasonable times to inspect such articles and Seller’s records pertaining thereto. Upon request of Buyer, Seller immediately shall deliver such articles to a carrier selected by Buyer, at Buyer’s option F.O.B., Seller’s facility or freight collect to a location selected by the Buyer, properly packed and marked in accordance with the requirements of the carrier and Buyer.

In the event that Buyer has certain inventory shipped to Seller that it acquired from a third party, or directly from Buyer, on consignment or otherwise, for Seller to affix or incorporate into a final product that Buyer is or will purchase from Seller (“Buyer Inventory”), and enters into a written agreement with the Seller for the Buyer Inventory on consignment or otherwise, that agreement shall be deemed to be incorporated into the terms and conditions of the Purchase Order. In the absence of a written agreement, Sellers obligations regarding the possession, use and control of Buyer Inventory shall be treated the same as bailed property, on the same terms and conditions as set forth in the first paragraph of this section. In addition, Seller shall advise Buyer upon receipt of the Buyer Inventory of the quantity of items received, the quantity of items already in inventory at the time of receipt of the shipment, and if the Seller receives any defective or damaged Buyer Inventory. Seller must document the damaged or defective Buyer Inventory with paper work and pictures and notify the Buyer of the defect or damage within 5 business days of receipt to determine the disposition of the damaged or defective Buyer Inventory. The Seller shall maintain insurance for the Buyer Inventory while in its possession against any damage, theft or loss that may occur. PAS shall be named as the insured/ loss payee for the Buyer Inventory. In the event of any loss by damage, theft, disappearance, shortage or failure to account for all Buyer Inventory (“Loss”), Seller shall promptly pay to Buyer within seven days after a Loss, the replacement cost of the loss, plus incidental damages. Buyer shall maintain title to the Buyer Inventory, and Seller may only use Buyer Inventory for incorporation into products that Buyer is purchasing from Seller. Seller must account to Buyer for all Buyer Inventory, including Buyer Inventory on hand, as well as Buyer inventory used.

4. BLANKET PURCHASE ORDERS AND RELEASES – A Purchase Order without quantities and delivery dates is defined as a “Blanket Purchase Order”. If delivery dates are not specified in this purchase order, Seller shall procure materials and fabricate, assemble, and ship goods only as authorized in shipment releases issued to the Seller by the Buyer. Buyer may return over shipments to Seller at Seller’s expense for all required packing, handling, sorting, and transportation for the return. Buyer, from time to time and with reasonable notice, may change or temporarily suspend shipping schedules specified in the purchase order, or such shipment releases. In the event that Seller fails to deliver goods in accordance with the release schedule, and without prejudice to the rights Buyer has as set forth in these Terms and Conditions, Buyer may, at its option, cancel, revoke and terminate the release, partially, or in its entirety, and the quantity of goods set forth in the purchase order shall be reduced by the quantity of goods set forth in the notice of partial termination, without cost to Buyer.

5. TERM AND RENEWAL – Initial Term: The Initial Term of the contract begins on the Effective Date shown on the Blanket Purchase Order and expires on June 30th of the next calendar year. If, for example, a Blanket Purchase Order is issued on July 1, 2018, the Initial Term will end on June 30, 2019. Similarly, the Initial Term of a Blanket Purchase Order issued on January 1, 2018 will expire on June 30, 2019. Renewal Term: The Blanket Purchase Order will renew automatically on July 1st for an additional 12 months, ending on the next June 30th, unless a notice of non-renewal has been provided under “Non-renewal” below. This is the Renewal Term. The Blanket Purchase Order will automatically be renewed each subsequent year for an additional Renewal Term of 12 months unless a notice of non-renewal has been provided under “Non-renewal”. Non-renewal: Either party may elect not to renew the Blanket Purchase Order by providing a Written Notice to the other party to that effect. The Buyer will provide its Written Notice by May 1st of the year in which the Initial Term or Renewal Term (as applicable) is scheduled to expire. Seller will do so sufficiently in advance of the scheduled expiration date to enable the Buyer to resource the production of the Goods in a timely and orderly manner, but in no case later than May 1st of the year in which the Initial Term or Renewal Term (as applicable) is scheduled to expire. In all cases, the Seller will consult with the Buyer’s purchasing activity prior to giving its Written Notice to ensure that it will be timely, and the parties will confirm in writing their agreement to the Seller’s Written Notice period. If the Seller elects not to renew, it will, if requested by the Buyer: (a) work diligently with the Buyer to identify an alternative source of supply that is acceptable to the Buyer; and (b) identify the Seller’s component-part and raw-material suppliers relating to the Goods.

6. VOLUME PROJECTIONS – The Buyer may provide the Supplier with estimates, forecasts or projections of its future volume or quantity requirements for the Goods. These are Volume Projections. They are provided for informational purposes only. The Supplier and the Buyer may agree on a timeline over which Volume Projections will be provided.

Volume Projections are not a commitment by the Buyer to purchase the quantities specified in the Volume Projections. The Buyer’s purchase obligation is only as specified in Section 4. The Supplier acknowledges that Volume Projections, like any other forward-looking projections, are based on a number of economic and business factors, variables and assumptions, some or all of which may change over time, and may or may not be accurate at the time they were made or later on. The Buyer makes no representation, warranty, guaranty or commitment of any kind or nature, express or implied, regarding any Volume Projection.

7. FINISHED INVENTORY – Notwithstanding the provisions of Section 6 hereof, Seller shall maintain at least 2 weeks of finished goods (based on releases from the preceding month) on-hand, ready to ship to Buyer in support of Customer drop-in requirements, if operating under a Blanket Purchase Order.

8. PACKING, MARKING, AND SHIPPING – All Goods shall be delivered in containers that properly protect them, do not cause damage or corrosion, adhere to Customer guidelines when applicable and do not cause safety concerns to material handlers or transportation companies. (a) Seller shall pack, mark, and ship the supplies in accordance with the requirements of Buyer and the requirements of carrier transporting such supplies to the Buyer. Seller shall mark each package in accordance with the current edition of Buyer’s requirements, and Seller shall route shipments in accordance with Buyer’s instructions. Seller shall reimburse Buyer for all expenses incurred by Buyer as a result of improper packing, marking, routing, or shipping. (b) Seller shall advise buyer with regard to packing, marking, routing and shipping that will enable Buyer to secure the most economical transportation rates. (c) Seller shall not charge separately for packing, marking and shipping, including materials used therein unless Buyer specifies in writing that Buyer separately will reimburse Seller for such charges. (d) Seller will advise Buyer of Seller’s packing and shipping plans. (e) Buyer may require shipment of any of the supplies covered by this purchase order by a more expeditious method of transportation in the event of Seller’s failure to meet the shipping requirements of the purchase order or shipping releases issue hereunder, and Seller shall bear the cost difference of such transportation unless such failure is due to an excusable delay as provided in Section 20 (f) Seller shall be responsible for any loss, damage or injury which results from or occurs during shipment of goods F.O.B. Seller’s plant via Seller’s vehicles or Seller identified logistics agents.

9. PACKING SLIP AND BILLS OF LADING – (a) Seller shall obtain a straight bill of lading from the carrier of these supplies and shall include on each packing slip and bill of lading, the number of this purchase order and the location of the destination facility. (b) Seller shall include a numbered master packing slip with each shipment. (c) Seller shall retain the original bill of lading for three years from the date of shipment unless otherwise directed by the Materials Manager at the destination facility.

10. QUALITY- The Seller shall, at its expense, comply with the quality assurance processes, inspections and standards specified by the Buyer for Sellers providing goods or services similar in nature to the Goods. These include: IATF 16949, QS-9000, ISO-9000, ISO 14001, IMDS, PPAP and any applicable Customer quality programs. The Seller will actively promote continuous quality improvement in manufacture, production and distribution of the Goods.

The Seller will timely deliver only Goods that conform in all respects to the drawings, specifications, statements of work, government requirements and free from defects in design, materials, workmanship and suitable for their intended use by the Buyer. The Buyer is not required to inspect the Goods prior to their use. The Supplier waives any right to require the Buyer to conduct an inspection. The Buyer is entitled to (a) reject nonconforming Goods, or (b) retain them and either repair them itself or request the Supplier to do so, on or offsite. In any event the Supplier will bear the risk and expense of the remedial action undertaken by the Buyer or the Supplier. The Supplier is liable for all direct, incidental and consequential damages, losses, cost, and expenses incurred by the Buyer resulting from the failure of the Supplier to deliver conforming Goods or to comply with the shipping and delivery of other requirements of the Buyer, even if Seller has cured the failure. These include costs associated with the off lining of engines/vehicles, interruptions or delays in production, reduced line-speeds, and plant shutdowns including the plant shutdowns of the Customer. Payment will not constitute acceptance of nonconforming Goods, nor will it limit or affect any of the Buyer’s rights. In the event that Seller ails to deliver Goods in accordance with the terms and conditions of the purchase order, Buyer may, at its option, cancel, revoke and terminate the release, partially, or in its entirety, and the quantity of goods set forth in the notice of partial termination, without cost to Buyer (including any unpaid amortized amounts as described in Section 27 to the extent unpaid due to the failure of Seller to abide by the terms of this paragraph). The rest and remainder of the purchase order shall remain in full force and effect.

11. INVOICES AND STATEMENTS – Seller shall furnish invoices as specified in this purchase order, or as directed on the applicable shipment release. Seller shall include on each invoice the number of this purchase order and the location of the destination facility. If applicable to Seller, each invoice shall contain the following assurance, “Seller represents that it has complied with the Fair Labor Standards Acts of 1938 as amended, in producing the supplies or performing the services covered by this invoice.” Seller also shall furnish separate monthly statements to each accounting location covering invoices payable by that location. The standard payment terms are “Net 45.”

12. EXPORT/IMPORT – Any export credits shall belong to Buyer, and Seller shall furnish all documents required for international shipments and, upon request, all documents required by Buyer to obtain export credits and customs drawbacks. Upon request, Seller shall furnish certificates that identify the country of origin of the material used in the supplies hereof and the value added thereto in each country.

13. DIRECTED BUY- A Directed Buy is a purchase by the Buyer of Goods where the Customer has selected the Seller, potentially funded the development and/or tools, and Buyer has been instructed by the Customer to purchase Goods from such vendor, to incorporate into products for sale to that Customer. Seller shall comply with all of the Customers terms and requirements for quality, delivery, warranty and cost regarding the Goods, and each of which is hereby incorporated into the purchase order. Additionally, any agreement between Seller and Customer regarding the supply of Goods shall be incorporated by reference into the terms and conditions of the purchase order.

14. WARRANTY – Seller warrants that the supplies delivered to Buyer pursuant to this purchase order will conform to the applicable drawings and specifications and will be free of defects in materials and workmanship and be suitable for their intended use by the Buyer, including the specified performance in the component, system, subsystem and vehicle location specified by Customer or Buyer and the environment in which the Goods are, or may be expected to perform in. The Seller is liable for all costs and expenses of a validated Customer Reported Concern related to nonconforming Goods or Services provided by Seller to Buyer or its Related Companies or third party designated by the Buyer. Seller will also warrant Goods under any specified Customer warranty requests in a Customer addendum.

15. PROPRIETARY RIGHTS – (a) Seller at its expense will investigate and defend or otherwise handle, or at Buyer’s option, provide all reasonable assistance to Buyer in Buyer’s investigation, defense or handling of every claim that may be brought against Buyer or against those selling or using any product of Buyer, for any alleged infringement of any present or future patent, copyright, industrial design right or other proprietary right based on the sale or use of the supplies hereof (i) alone, (ii) in combination by reason of their content, design or structure, or (iii) in combination in accordance with Seller’s recommendations. Seller’s obligation shall apply even though Buyer furnishes all or any portions of the design and specifics all or any portion of the processing, Seller will pay all expenses and damages that Buyer and those using or selling Buyer’s products may sustain by reason of each such claim. (b) Seller grants to Buyer and its Associate Companies a nonexclusive, royalty free, irrevocable license to rebuild and have rebuilt the supplies purchased by Buyer under this purchase order. (c) Seller will neither assert nor transfer to another right to assert against Buyer and/or its Associated Companies, or dealers or customers thereof, any copyright of Seller that is applicable to any works of authorship furnished to Buyer or any of Buyer’s related companies in the course of Seller’s activity hereunder. (d) All technical information disclosed heretofore and hereafter by Seller to Buyer in connection with these supplies or services is disclosed on the non-confidential basis.

16. TERMINATION AT OPTION OF BUYER – (a) Buyer may terminate its purchase obligations hereunder in whole or in part, at any time, by a written notice of termination to Seller. Buyer shall have such right of termination notwithstanding the existence of an excusable delay. (b) Upon receipt of the notice of termination, Seller, unless otherwise directed by Buyer, shall (i) terminate promptly all work under this purchase order, (ii) transfer title and deliver to Buyer the finished work, Buyer owned equipment/tooling used to produce the work in process and the parts and materials which Seller produced or acquired in accordance with this purchase order and which Seller cannot use in producing goods for itself and others, (iii) settle all claims by subcontractors for actual costs that are rendered unrecoverable by such termination and, (iv) take actions reasonably necessary to protect property in Seller’s possession in which Buyer has an interest. (c) Upon termination by Buyer under this Section, Buyer’s obligation to Seller shall be (i) the purchase order price for all finished work and completed services which conform to the requirements of the purchase order; (ii) Seller’s actual cost of the work in process and parts and materials transferred to Buyer in accordance with subsection (b) (ii) hereof; but Buyer’s obligations shall not exceed those Buyer would have had to Seller in the absence of termination. (d) Seller shall furnish to Buyer, within one month after the date of termination, Seller’s termination claim, which shall consist exclusively of the items of Buyer’s obligation to Seller that are listed in subsection (c) hereof. Buyer may audit Seller’s records, before or subsequent to payment to verify amounts requested in Seller’s termination claim. (e) Buyer shall have no obligation to Seller if Buyer terminates its purchase obligations of this purchase order because of default by Seller.

17. DELEGATION AND ASSIGNMENT – Seller shall not delegate any of its duties of this purchase order without Buyer’s written approval, and Seller shall not assign any of its rights hereof without prior notice to, and approval from the Buyer.

18. SUBSTANCE AND MATERIALS REPORTING AND COMPLIANCE – Upon the request of the Buyer the Supplier will provide it with access to and copies of any data, materials or other information, including any formulas or analyses, that: (1) Relates to the Goods, their composition, any component or part of the Goods, or any materials or substances used in the Goods or in connection with their production; and (2) Is needed, as determined by the requestor, to enable compliance with any requirement of a Government (either mandated or voluntarily agreed upon by the Buyer) relating to the hazardous, toxic or other content or nature of the Goods, or the ability to recycle the Goods or any component, part or materials in the Goods. The Supplier will comply with the Buyer’s requirements relating to the use (or prohibition on use) of certain materials and substances in the Goods (such as Ford’s Restricted Substance Management Standard (RSMS)), and utilize and comply with the Buyer’s reporting processes and requirements relating to any data, materials or other information (such as the International Material Data System (IMDS) and the Responsible Minerals Initiative (RMI) (formerly known as Conflict Minerals Declaration)).

19. COMPLIANCE WITH LAWS, STATUTES & REGULATIONS – Buyer serves from time to time as a contractor for the United States Government. Accordingly, Seller shall comply with federal laws, rules and regulations applicable to subcontractors of government contractors, including those relating to equal employment opportunity and affirmative action in the employment of minorities (Executive Order 11246), women (Executive Order 11375), the handicapped (29USC793), and certain veterans (38USC2012), contracting with business concerns operation in areas of surplus labor (41FCR 1-1. 805) contracting with female owned business concerns (Executive Order 12138), and contracting with small and disadvantaged business concerns (Pub, L. 95-507), Contract clauses required by the Government in such circumstances are incorporated herein by reference.

20. EXCUSABLE DELAYS – Neither the Buyer nor the Supplier will be liable for a delay or failure to perform directly due to an Excusable Event. An Excusable Event is a cause or event beyond the reasonable control of a party that is not attributable to its fault or negligence. Excusable Events include fire, flood, earthquake, and other extreme natural events, acts of God, riots, civil disorders, labor problems (including strikes, lockouts, and slowdowns regardless of their lawfulness), and war or acts of terrorism whether or not declared as such by a Government. In every case, other than those relating to labor problems, the failure to perform must be beyond the reasonable control, and not attributable to the fault or negligence, of the party claiming the Excusable Event. In the event of a delay in performance, Buyer at its option may acquire possession of all finished good, work in process, Buyer (or Customer) owned equipment/tooling used to produce work in process, and materials produced or acquired for the work hereof, and Seller shall deliver such articles to Buyer, at Buyer’s option F.O.B. Seller’s plant or freight collect to a location designated by Buyer.

21. SALES, USE AND FEDERAL EXCISE TAXES – Unless otherwise specified, Seller shall not include in its price nor otherwise charge to Buyer U.S. excise taxes, state or local sales tax, or use taxes on the supplies of this purchase order. Buyer will use the supplies for resale or in industrial processing or manufacturing. With regard to supplies imported into the United States, Buyer certifies that it is a manufacturer or producer of articles enumerated in Chapter 32 of the Internal Revenue Code, and a manufacturer and seller of motor vehicles and parts. With regard to Seller’s parts imported into Canada, Buyer certifies that it holds appropriate certificates and permits from the taxing authorities of the applicable governments, including federal Certificate of Registry No. 38-73-0116-A issued by the District Director at Detroit, Michigan. California seller’s permits SR-AD-14-601015, SR-GH-26-081172, and SZ-OHA-30-607383. Ontario permits nos. 12031402G, 13240609G, and 81390009G, regarding exemption of these supplies from sales, use and federal excise taxes.

22. SETOFF – The Buyer will administer on a Net Settlement Basis all of the accounts of the Seller arising from the Purchase orders and other agreements the Seller has with the Buyer. Net Settlement Basis means, that unless prohibited by law the Buyer may set off and recoup against the Buyer’s accounts payable to the Seller any amounts for which the Buyer determines in good faith the Seller is liable to it under any Purchase Order or other agreements with the Seller. The Buyer may do so without notice to the Seller. Basis of Debit – The Buyer will be presumed to have acted in good faith if it has a commercially reasonable basis for believing that the Seller or one of its Related Companies is liable for the amount of debit. A debit may include the actual professional fees and all other administrative costs incurred by the Buyer or Related Company.

23. APPLICABLE LAW – This purchase order shall be governed by the law of the State of Michigan, and litigation on contractual causes arising from the purchase order shall be brought only in a federal District court located in Michigan or in a court of the State of Michigan.

24. SERVICE PARTS – If requested by the Customer and or the Buyer, the Seller will supply the Service Parts and Component Parts to the Customer and its related companies to meet their current model year and past model year/s Service Parts and Component Parts needs. Prices for Service or Component Parts will be no greater than the price specified in the production purchase order for the Goods used in production plus the actual net cost differential for required unique packaging, shipping and handling. If requested by the Customer or the Buyer, the Seller will supply past model year/s Service Parts and Component Parts for the specified years following the end of the production of the current model year for the Goods. Specified years are 10 to 15 years under normal Customer requirements. If the Customer has a legal obligation to make the Service Parts or Component Parts available for a longer period, the Customer will so advise the Buyer who will in turn advise the Seller. The Seller, unless otherwise notified, shall maintain the equipment used to produce the Goods or a simile thereof, in order to sustain service part requirements for the specified period.

25. COMPLIANCE WITH LAWS – Product must conform to all government safety & environmental regulations. The Seller will comply with all Government Requirements that may apply to the design, production, sale, or distribution of Goods.

26. SUPPLEMENTAL TERMS AND CONDITIONS – The Buyer may issue an addendum to address special product or local market requirements, including legal matters specific to the country where the Buyer or the Seller is located, and specified Customer Terms and Conditions that the Seller will comply with pertaining to the specified goods or services provided by Seller.

27. CUSTOMER SPONSORED PRICE ADJUSTMENT PROGRAMS, INCLUDING BUT NOT LIMITED TO ADJUSTMENTS FOR CURRENCY OR METAL FLUCTUATION- Seller will participate in pricing adjustment programs with the Buyer on the same basis and frequency as the Customer requires Buyer participation. Any price adjustments(s) resulting from the sponsored programs will be settled in arrears following the month of adjustment. If the price adjustment results in monies due to the Buyer, the Seller will issue a credit memo to the Buyer’s account for offset against monies payable to the Seller. If the price adjustment results in monies owed to the Seller, the Seller will issue an invoice to the Buyer for additional monies due for units shipped. Buyer will only adjust pricing if the Customer adjusts Buyer pricing.

In certain cases, the Customer or Buyer may establish Seller recovery for Packaging, Tooling or Engineering, Development & Testing (ED&T) via an amortization in the piece price of parts to be supplied by Seller.  In these cases, when the total dollar value to be recovered has been paid, the purchase order piece price shall be reduced to remove the amortized amount, and any amounts paid in excess of the reduced amount shall be collected from Supplier via lump sum or offset.

28. CONFIDENTIALITY- A properly signed and fully executed Non-Disclosure Agreement (NDA) must be on file unless otherwise agreed upon for RFQ issuance and ongoing supply. Upon acceptance of the NDA, a signed confirmation must be scanned and sent to Buyer via email.