Purchase Order Terms & Conditions

Unless this Purchase Order expressly provides otherwise, it is limited to the terms and conditions set forth herein. ACRO hereby objects to any additional or different terms and conditions proposed by Supplier in any proposal, quotation, acknowledgment, or other document. Any such proposed terms and conditions shall be void and the terms and conditions herein shall constitute the complete and exclusive statement of the terms and conditions of the contract between the parties. When used in this Purchase Order, the term “goods” or “services” or “work product” means the items, materials, equipment, software, tooling, parts, and/or work or services supplied pursuant to this Purchase Order.

1. PURCHASE ORDER DEFINED: The term “Purchase Order” as used in these terms and conditions means the document entitled “Purchase Order” that Acro Metal Stamping, Inc. (“ACRO”) issues to Supplier. Where applicable, it also includes the following: Any written contract entered into between Supplier and ACRO; The written quote, bid, ACRO’s Supplier Requirements Manual, or proposal submitted by Supplier in response to a solicitation; and any written or oral solicitations that ACRO issued to Supplier to which Supplier provided a quote, bid, or proposal (including specifications), and amendments to any such document or solicitation. If there are any inconsistencies among the documents listed above, the inconsistencies will be resolved in the descending order of importance listed above, with any long-term agreement or similar contract executed by Supplier and ACRO being first in order of importance, and then followed with the document entitled “Purchase Order” being next in order of importance. The terms and conditions set forth in this Purchase Order take precedence over any conflicting terms and conditions in documents that Supplier provides. Furthermore, any terms proposed by Supplier that add to, vary from, or conflict with the terms herein are hereby rejected.

2. SUPPLIER DEFINED: The term “Supplier” as used in these terms and conditions means any party that enters into any Purchase Order with ACRO or, where applicable, any party that enters into any written contract with ACRO, or submits a written quote, bid, or proposal in response to a solicitation, or provides a quote, bid, or proposal (including specifications) and amendments to any written or oral solicitation issued by ACRO.

3. ACCEPTANCE AND REJECTION: If prior to final acceptance, any goods, services, or work product are found to be defective, deficient, or not as specified, or if ACRO is entitled to revoke acceptance of them, ACRO may reject or revoke acceptance, or require delivery at an equitable reduction in price, at ACRO’s option. Supplier must reimburse ACRO for all incidental and consequential costs related to unaccepted goods or services. Notwithstanding final acceptance and payment, Supplier will be liable for latent defects, deficiencies, fraud, or such gross mistakes as amount to fraud. Acceptance of performance does not waive the right to claim damages for breach. ACRO is not obligated to notify Supplier of, or to pay Supplier for, goods shipped or services provided in excess of those stated in the Purchase Order. ACRO may, in its discretion, reject over-shipments or additional services or work product not specified in the Purchase Order. If for any reason Supplier fails to return to ACRO the signed acknowledgment copy of any Purchase Order, any conduct by Supplier that recognizes the existence of a contract pertaining to the subject matter thereof will constitute unqualified acceptance by Supplier of the Purchase Order and all of its terms and conditions. If any Purchase Order has been issued by ACRO in response to Supplier’s offer and if any of the terms herein are additional to or different from the terms of such offer, then the issuance of the Purchase Order by ACRO will constitute an acceptance of such offer, subject to the express condition that the Purchase Order constitutes the entire agreement between ACRO and Supplier with respect to the subject matter thereof and the subject matter of such offer. Further, Supplier is deemed to have so assented and acknowledged unless Supplier notifies ACRO to the contrary in writing within 7 calendar days of receipt of the Purchase Order. Any reference by ACRO to Supplier’s proposal is solely for the purpose of incorporating the description and specifications of the goods and services contained therein to the extent that such description and specifications do not conflict with the description and specifications on the face of the Purchase Order.

4. PRICE: The price for the goods or services is the price shown on the Purchase Order. Supplier warrants that the agreed price is not less favorable than that currently extended to any other buyer for the same or like goods or services in equal or lesser quantities. Unless ACRO otherwise consents in writing, the price shown on the Purchase Order is the limit of the liability of ACRO for the goods or services and all work thereon. Any requested change increase in the price must be submitted to ACRO in writing and can become effective no sooner than 60 days after agreement with the appropriate agent if ACRO. Seller warrants its pricing, terms, delivery, service, and quality to be consistent and competitive with the market. If ACRO reasonably determines that the Seller’s performance is not competitive with the industry, ACRO will give Seller an opportunity to correct the deficiencies within 30 days of ACRO’s notice. If seller fails to correct such deficiency within the applicable period, then ACRO may terminate this agreement and/or undelivered quantities of components under outstanding purchase orders. In the event of such termination, ACRO shall have no other liability other than payment of the agreed purchase price for components delivered prior to the termination date.

5. TAXES: Unless exempt therefrom, all taxes that Supplier is required by law to collect from ACRO are included in the price stated herein. Upon request, Supplier will furnish promptly all documents required to Customs drawback purposes, properly completed in accordance with Governmental regulations applicable thereto. Unless otherwise stated herein, all Customs drawback will be credited to ACRO. Any reduction in Supplier’s cost resulting from a reduction in freight rates, custom duties, import taxes, excess taxes, and sales taxes in force on the date hereof is to be paid to ACRO by Supplier in reduction of the price of the goods ordered or services provided.

6. EXCUSABLE DELAY: Supplier will not be deemed to be in default on account of delays in the delivery of goods or in the performance of services or any other act to be performed by Supplier under the Purchase Order due to any cause to the extent it is beyond Supplier’s control and not occasioned by Supplier’s fault or negligence, provided that promptly upon the occurrence of any event which may result in a delay in the delivery of goods or the performance of services, Supplier must give notice to ACRO, which notice will identify such occurrence and specify the period of delay which may be reasonably expected. During that period of such delay or failure to perform by Supplier, ACRO, at its option, may purchase goods from other sources and reduce its schedule to Supplier by such quantities without liability to Supplier or have Supplier provide the goods by other sources and quantities requested by ACRO at the price set forth in the Purchase Order. If requested by ACRO, Supplier, within 10 days of such request, must provide adequate assurances that the delay will not exceed 30 days. In the event delivery of the goods or performance of services will be delayed due to any cause beyond Supplier’s control and not occasioned by Supplier’s fault or negligence for a period of more than 30 days after the end of the calendar month in which delivery is otherwise required, ACRO will have the option to terminate the Purchase Order upon written notice given to Supplier within 5 business days after the expiration of such 30 day period, and such termination will discharge all obligations and liabilities of the parties hereunder with respect to undelivered goods, services, data, or other items to be furnished hereunder.

7. ASSIGNMENT AND DELEGATION: Supplier shall not subcontract the performance of all or any part of any Purchase Order or assign all or any of its rights under a Purchase Order without the prior written approval of an authorized representative of ACRO. ACRO will not unreasonably withhold approval. Any obligation to pay an assignee is subject to offset for any claims ACRO has against Supplier, whether or not arising under any particular Purchase Order.

8. CHANGES: At any time prior to the time title has passed to ACRO with respect to goods or acceptance of services or work product, an authorized representative of ACRO may make changes within the general scope of the Purchase Order, including changes in drawings, designs, specifications, packaging, time and place of delivery, nature and duration of services, and method of transportation, by giving notice to Supplier and subsequently confirming such changes in writing. If such changes affect the cost of, or the time required for performance of a Purchase Order, an appropriate equitable adjustment must be made to the Purchase Order. No change by Supplier will be recognized without written approval of an authorized representative of ACRO. Any claim of Supplier for an adjustment under this paragraph will be deemed to have been waived unless made in writing within 10 days from the date of receipt by Supplier of notification of such change. Nothing in this paragraph will excuse Supplier from proceeding with performance of the Purchase Order as modified.

9. COMPLIANCE WITH LAWS: Supplier will comply with all applicable federal, state, and local laws, rules and regulations, orders, guidelines, standards, limitations, controls, prohibitions, or other requirements that are contained in, issued under, or otherwise adopted pursuant to such laws relating to the services, manufacture, production, labeling, sale and shipment of the goods, including the Americans with Disabilities Act and all applicable federal and state laws, rules, and regulations pertaining to fair employment practices or which prohibit discrimination because of age, color, sex, physical or mental handicap, race, nationality, religion or creed, sexual orientation, or other similar federal or state laws or regulations. This provision specifically applies to all laws relating to ethical sourcing (anti-slavery/human trafficking laws), conflict mineral compliance (CMRT), hazardous material compliance (RoHS), and chemical compliance (IMDS, REACH). Further, Supplier will mark the country of origin for all goods supplied under the requirements of the Purchase Order. In addition, Supplier represents that it will at all times comply with all such applicable laws, rules, regulations, orders, guidelines, standards, limitations, controls, prohibitions, and other requirements and, further, will immediately furnish proof of such compliance when requested by ACRO. Acro Metal Stamping, Inc. PURCHASE ORDER TERMS & CONDITIONS Unless this Purchase Order expressly provides otherwise, it is limited to the terms and conditions set forth herein. ACRO hereby objects to any additional or different terms and conditions proposed by Supplier in any proposal, quotation, acknowledgment, or other document. Any such proposed terms and conditions shall be void and the terms and conditions herein shall constitute the complete and exclusive statement of the terms and conditions of the contract between the parties. When used in this Purchase Order, the term “goods” or “services” or “work product” means the items, materials, equipment, software, tooling, parts, and/or work or services supplied pursuant to this Purchase Order.

10.BANKRUTPCY: In the event of any proceedings, voluntary or involuntary, in bankruptcy or insolvency, by, or against Supplier, or for the appointment of a receiver or trustee or an assignee for the benefit of creditors, ACRO will be entitled to cancel the Purchase Order without liability. Any person or entity to which the Purchase Order is assigned pursuant to the provisions of Bankruptcy Code 11 U.S.C., Section 101, et seq., is deemed without further act or deed to have assumed all of the obligations arising under the Purchase Order on and after the date of such assignment. Any such assignee must upon demand execute and deliver to ACRO an instrument confirming such assumption.

11.INSPECTIONS: Supplier agrees to permit access to its facilities, subcontractor facilities, and Supplier processes for producing the goods or services, at reasonable times for inspection of the goods or services covered under the Purchase Order. ACRO will also have the right to test at its own cost the goods supplied under the Purchase Order. Neither inspection at Supplier’s facilities nor testing will constitute final acceptance of the goods or services, nor relieve Supplier of liability for any defects as a result from manufacture or delivery of such goods under a particular order. Inspection by ACRO does not constitute a waiver of liability of Supplier nor will it constitute a waiver of rights by ACRO. If ACRO determines the goods are noncompliant or the services are deficient, Supplier will be responsible for the payment of all costs incurred by ACRO for testing and inspection. Supplier must comply with all quality assurance procedures specified by ACRO, including those set forth in any manual on Supplier quality standard procedures.

12.APPLICABLE LAWS: The laws of the State of Wisconsin apply to the performance and interpretation of the Purchase Order without reference to its choice of law rules. Any provision required to be included in a contract of a type similar to the Purchase Order by any applicable and valid executive order, federal, state, or local law, ordinance, rule, or regulation is deemed to be incorporated into the Purchase Order. Unless otherwise agreed to by Supplier and ACRO in writing, there is excluded from all Purchase Orders (including any amendments or changes thereto) the application of the United Nations Convention on Contracts for the International Sales of Goods.

13.PATENT AND COPYRIGHT INDEMNITY: Supplier will indemnify ACRO, its successors, and customers for, and holds ACRO harmless from all loses, liabilities, lawsuits, claims, expenses (including attorney’s fees), costs, and judgments resulting from or based upon claims that the goods or services are or were defective or deficient, of warnings or failures to warn, of mislabeling of the materials, of late delivery or non-delivery of materials, services, or work product or of any claims of infringement or inducement to infringe by a third party of any copyright, patent, trademark, trade name or other intellectual property rights, or of alleged misuse or misappropriation of a trade secret resulting directly or indirectly from Supplier’s actions. Further, Supplier agrees to waive any claim against ACRO under the Uniform Commercial Code or otherwise including any hold harmless or similar claim in any way related to a claim asserted against Supplier or ACRO for patent, trademark, copyright infringement or the likewise, including claims arising out of compliance with specifications furnished by ACRO. Additionally, Supplier agrees to grant ACRO a worldwide, nonexclusive, royalty-free license to repair and have repaired, to reconstruct and to have reconstructed the goods ordered under the Purchase Order. Supplier assigns to ACRO all right, title, and interest in and to all patents, trademarks, copyrights and mask work rights in any materials created for ACRO under any Purchase Order. Supplier agrees not to assert any claim (other than a claim for patent infringement) with respect to any technical information which Supplier has disclosed or may hereinafter disclose to ACRO in connection with the goods or services covered by the Purchase Order.

14.WORKS MADE FOR HIRE: In the event Supplier creates, drafts, or in any way produces any creative works, research data, reports, designs, recordings, writings, software code, graphical representations or other intellectual property (“Works”) pursuant to the requirements of the Purchase Order, such Works will be treated as works for hire under the U.S. Copyright laws and will become the sole and exclusive property of ACRO. ACRO will at all times retain ownership in and the rights to any Works to be delivered under the Purchase Order and Supplier assigns all of Supplier’s right, title, and interest in such Works to ACRO.

15.FORCE MAJEURE: Except for payment of sums due, neither party will be liable to the other nor deemed in default under the Purchase Order if and to the extent that such party’s performance of the Purchase Order is prevented by reason of Force Majeure. The term “Force Majeure” means an unforeseeable occurrence that is beyond the control of the party affected and occurs without its fault or negligence. Without limiting the foregoing, Force Majeure includes acts of God; acts of the public enemy; war; riots; wildcat strikes; mobilization; labor disputes; civil disorders; fire; flood; lockouts; injunctions-intervention-acts; or failures or refusals to act by government authority; and other similar occurrences beyond the control of the party declaring Force Majeure which such party is unable to prevent by exercising reasonable diligence.

16.TITLE AND DELIVERY: Unless stated otherwise in the Purchase Order, all prices for goods will be F.O.B. point of destination and will include all delivery and unloading at the destination identified in the Purchase Order. Title and risk of loss with respect to the goods will remain with Supplier until ACRO has accepted the goods at the F.O.B. point specified. The cost of all return shipments for goods will be borne by Supplier, with title and risk of loss passing at F.O.B. point specified, unless otherwise specified by ACRO. The services must be carried out and completed in accordance with the agreed timeframe set forth in the Purchase Order. Time is of the essence and any changes to the agreed timeframe must be authorized by ACRO. If any services are delivered late according to the agreed timeframe, ACRO will have the right to seek reimbursement for any added costs incurred to maintain production including but not limited to premium freight expenses, and excess charges paid to another supplier.

17.SHIPMENT OF GOODS: Supplier agrees to properly pack, mark, and ship goods in accordance with the requirements of ACRO and applicable law including the North American Trade Agreement or related implementing regulations, including the requirement to have all goods marked with a country of origin designation when such goods are manufactured outside of the United States, and the requirements of any involved carrier in a manner to secure the lowest transportation and tariff costs. The marks on each package and identification of the goods in shipping, material, bills of lading, and other invoices must be sufficient to enable ACRO to identify the goods purchased, which will include but not be limited to ACRO’s part number and Purchase Order number on all packing slips and invoices. Supplier further agrees to supply ACRO SPC data as requested, and upon request, bar coding documentation with each shipment.

18.WARRANTIES: Supplier warrants that the goods, services, or work product provided under the Purchase Order are conveyed with good title, free from any competing claims of ownership, security interests, and liens and free from any claims of copyright, trademark, or patent infringement. Unless otherwise modified elsewhere in these terms and conditions, Supplier warrants that, for one year after acceptance by ACRO, the goods, services, or work product will: strictly comply with all of ACRO’s specifications and instructions (including but not limited to those stated on the Purchase Order) and with any samples furnished by, or supplied to, ACRO; be free from defects in workmanship and material; be fit for the intended purposes for which they are used by ACRO; with the variations permitted by the Purchase Order, be of even kind, quantity, and quality within each unit and among all units; be adequately contained, packaged, and marked as the Purchase Order may require; and conform to the written or oral promises or affirmations of fact made by Supplier. Inspection or testing of or payment for the goods, services, or work product does not affect the warranties set forth in the other paragraphs of this provision by ACRO. These warranties run to ACRO, its successors, assigns, and customers, and the users of its products. Supplier agrees to replace or correct defects of any goods or services not conforming to the foregoing warranties promptly, without expense to ACRO, when notified of such nonconformity by ACRO. In the event of failure by Supplier to correct defects in or replace nonconforming goods or services promptly, ACRO, after reasonable notice to Supplier, may make such correction or replace such goods and services and charge Supplier for the cost incurred by ACRO.

19.DISCLOSURE AND SPECIAL WARNINGS: Supplier agrees to furnish to ACRO, at Supplier’s expense, material safety data sheets for all items, articles, or services covered by the Purchase Order. In addition, if requested by ACRO, Supplier must promptly furnish to ACRO, in such form and detail as ACRO may direct, a list of all ingredients in the goods purchased under the Purchase Order, the amount of one or more of the ingredients, and information concerning any changes in or additions to such ingredients. Prior to and with the shipment of goods under the Purchase Order, Supplier agrees to furnish to ACRO sufficient warning and notice in writing including appropriate labels (Physical, Health Hazard), on goods, containers, and packaging of any kind, a statement of hazardous material which is an ingredient or any part of the goods under the Purchase Order, together with such special handling instructions as may be necessary to advise carriers or employees of ACRO how to exercise any measure of care and precaution which will best prevent bodily injury or property damage in the handling, transportation, processing, use, or disposal of goods purchased under the Purchase Order and use of and later disposal of containers and packaging of goods shipped under the Purchase Order to ACRO.

20.PAYMENT: To be paid, Supplier must submit an itemized invoice referencing a valid Purchase Order number together with proof of shipment, completion, and/or delivery. The Acro Metal Stamping, Inc. PURCHASE ORDER TERMS & CONDITIONS Unless this Purchase Order expressly provides otherwise, it is limited to the terms and conditions set forth herein. ACRO hereby objects to any additional or different terms and conditions proposed by Supplier in any proposal, quotation, acknowledgment, or other document. Any such proposed terms and conditions shall be void and the terms and conditions herein shall constitute the complete and exclusive statement of the terms and conditions of the contract between the parties. When used in this Purchase Order, the term “goods” or “services” or “work product” means the items, materials, equipment, software, tooling, parts, and/or work or services supplied pursuant to this Purchase Order. 3 invoice must specify the goods, services, or work product provided, including item number, and a description of items, sizes, quantities, and unit prices, which must match the description in the Purchase Order, the date or dates of delivery; and the specific dollar amount owed. Supplier must be paid upon completion of the entire Contract unless a schedule of progress payments for work in progress is agreed in writing with ACRO. Invoices for progress payments must specify the actual work performed. No charges will be accepted for boxing, crating, drayage, or storage unless specified in writing by ACRO. Unless otherwise agreed in writing, invoices are paid net 60 days from the date of receipt of the goods or completion of any required services, and not on the basis of Supplier’s invoice date. Payment of invoices will not constitute acceptance of the goods and will be subject to adjustment for shortages, defects, and other failure of Supplier to meet the requirements of the Purchase Order. ACRO’s tender of payment by check is sufficient, provided such check is honored, upon presentment to the “Payer Bank.”

21.INDEMNIFICATION: To the fullest extent permitted by law, Supplier will defend, indemnify, and hold harmless ACRO, its parent and affiliated companies, and their respective directors, agents, officers, officials, employees, volunteers, and successors and assigns from and against all claims, damages, losses, and expenses (including but not limited to attorneys’ fees and court costs) arising from the acts, errors, mistakes, omissions, work or service (howsoever arising, including without limitation, by reason of negligence, breach of warranty, defect in design, material, workmanship, or otherwise, and even though strict liability be claimed) of Supplier, its agents, employees, or any tier of Supplier’s subcontractors in the performance of the Purchase Order, directly or indirectly caused by, incident to, or growing out of defects in the design, manufacture, or materials used in the goods, negligence in the manufacture or provision of the goods supplied, or performances of the services hereunder. The amount and type of insurance coverage requirements set forth in this agreement will in no way be construed as limiting the scope of indemnification in this paragraph. Supplier further agrees to pay the settlement of all such claims and the defense of any suit, suits, or legal proceedings of any kind, brought to enforce such claim or claims, and to pay all judgments entered in such suit, suits, or legal proceedings, and all costs of attorneys’ fees or other expenses. Supplier agrees that in any instance where such claims in any way affect ACRO’s interests under a Purchase Order or otherwise, Supplier will not consummate any settlement without ACRO’s prior written consent. Supplier’s covenants of indemnity herein will continue in full force and effect notwithstanding the termination or expiration of the Purchase Order.

22.INSURANCE: Unless an authorized representative of ACRO instructs Supplier otherwise, Supplier will maintain during the term of the Purchase Order insurance policies described below issued by companies licensed in Wisconsin. ACRO shall be explicitly named as an Additional Insured on said policy. Before supplying any goods or providing any services, Supplier must furnish the ACRO Risk Manager with certificates of insurance evidencing the required coverages, conditions, and limits required by the Purchase Order at the following address: 2200 W. Cornell St. Milwaukee, WI 53209. The insurance policies, except those for workers’ compensation or professional liability, must be endorsed to name ACRO, it agents, officers, officials, employees, and volunteers as additional insureds. In the event any insurance policies required by the Purchase Order are written on a “claims made” basis, coverage will extend for two years past completion and acceptance of Supplier’s goods, work, services, equipment, or materials and must be evidenced by annual certificates of insurance. The insurance policies must be endorsed stating that they will not expire, be cancelled, suspended, voided or materially changed without 30 days written notice by certified mail to the ACRO Risk Manager. Supplier insurance must be primary, and any insurance or self-insurance maintained by ACRO may not contribute to it. If any part of the Purchase Order is subcontracted, these insurance requirements also apply to all subcontractors. Insurance coverage required under the Purchase Order, unless the authorized ACRO Purchasing Representative instructs Supplier otherwise, is: commercial general liability insurance with a limit of not less than $2,000,000 per occurrence for bodily injury, property damage, personal injury, products, and completed operations, and blanket contractual coverage, including but not limited to, the liability assumed under the indemnification provisions of the Purchase Order; automobile liability insurance with a combined single limit for bodily injury and property damage of not less than $2,000,000 each occurrence with respect to Supplier’s owned, hired, and non-owned vehicles; workers’ compensation insurance with limits statutorily required by any applicable federal or state law and employer’s liability insurance of not less than $100,000 for each accident, $100,000 disease for each employee, and $500,000 disease policy limit; and if applicable, professional liability insurance covering acts, errors, mistakes, and omissions arising out of the work or services performed by Supplier, or any person employed by Supplier, with a limit of not less than $2,000,000 each claim.

23.TERMINATION: ACRO may terminate the Purchase Order for convenience by giving Supplier fifteen (15) days written notice of termination. Upon termination for convenience, Supplier will, upon receipt of notice from ACRO, discontinue work in connection with the Purchase Order, cease order materials therefore, and use its best efforts to cancel existing orders for materials needed for the terminated portion. ACRO will consider in good faith any documented request by Supplier for reimbursement of costs incurred. If Supplier fails to comply with any material term of the Purchase Order, ACRO may terminate the Purchase Order immediately. If the non-compliance relates to an obligation of Supplier that is, in the opinion of ACRO, capable of cure, ACRO may terminate the Purchase Order if the Supplier has failed to either: (a) timely cure the non-compliance within ten (10) days of ACRO’s written notice of default, or (b) otherwise provide ACRO with adequate assurances of performance acceptable to ACRO in its sole discretion. ACRO, upon termination of the Purchase Order, will not be required to make any payments for finished goods, work-inprocess, or other raw materials fabricated or procured by Supplier in amounts in excess of those authorized for delivery by the Purchase Order nor for any undelivered goods which are in Supplier’s standard stock or which are readily marketable. For requested reimbursement for production material, ACRO will only consider claims supported by ACRO POs, schedules or forecast for three (3) weeks of requirements for finished goods and five (5) additional weeks for WIP and raw material. Payments made under this paragraph may not exceed the aggregate price payable by ACRO for finished goods which would be produced by Supplier under delivery or release schedules outstanding at the date of termination. Except as provided in this paragraph, ACRO will not be liable for and will not be required to make payments to Supplier directly or on account of claims of Supplier’s subcontractors for loss of anticipated profit, unabsorbed overhead, interest on claims, product development, or engineering costs and facilities, and equipment rearrangement costs or rental, unamortized depreciation costs, and general and administrative charges from termination of the order. Within 60 days of the effective date of termination, Supplier must submit a comprehensive termination claim to ACRO with sufficient supporting data and evidence to permit ACRO to audit, and will thereafter promptly furnish such supplemental or supporting information as directed by ACRO and will give to ACRO, its agents, or representatives, the right to audit and examine all books, records, facilities, work material, inventory, products, designs, records, reports, or other items that relate to the termination claim of Supplier. Termination of the Purchase Order by ACRO will not relieve Supplier of its obligations or liabilities under the applicable provisions of the Uniform Commercial Code. Supplier may terminate the Purchase Order, in whole or in part, only if ACRO fails to comply with any material requirements of this Purchase Order and only upon sixty (60) days written notice to ACRO. If the non-compliance relates to an obligation of ACRO that is capable of cure, Supplier may terminate the Purchase Order only if ACRO has failed to timely cure the non-compliance within sixty (60) days of Supplier’s written notice of default to ACRO.

24.EARLY TERMINATION CHARGES: Except as otherwise expressly agreed upon in writing by the parties in an alternative controlling Purchase Order, an operable agreement, or associated document, if Supplier, without cause terminates, cancels, changes, or breaches this Purchase Order at any time during the effective period, Supplier shall pay ACRO a termination, cancellation, or change charge in an amount equal to all

costs incurred by ACRO as a result of such termination, cancellation, change, or breach including, but not limited to, charges or costs imposed by third party providers/sellers responsible for provisioning portions of the affected products/materials, express delivery charges, administrative charges, warehousing charges, inventory carrying charges, banked products/materials costs, and developmental charges.

25.PROPERTY RIGHTS: All tools, equipment dies, gauges, models, drawings, supplies, fixtures, molds, patterns, or other materials furnished by ACRO to Supplier or made by Supplier for the purpose of the Purchase Order, or to be paid for by ACRO, and all replacements thereof and materials fixed or attached thereto, are and remain the property of ACRO. Supplier will bear the risk of loss or damage to ACRO’s property

26.CERTIFICATION: Supplier certifies that it is an independent contractor and not a partner with ACRO for any purpose, provides services to other customers, maintains insurance, sets its own priorities on time and hours of work, provides its own supplies, and determines the means of delivering the goods or services.

27.CONFIDENTIALITY: During production of the goods or provision of the services and thereafter, Supplier will retain Acro Metal Stamping, Inc. PURCHASE ORDER TERMS & CONDITIONS Unless this Purchase Order expressly provides otherwise, it is limited to the terms and conditions set forth herein. ACRO hereby objects to any additional or different terms and conditions proposed by Supplier in any proposal, quotation, acknowledgment, or other document. Any such proposed terms and conditions shall be void and the terms and conditions herein shall constitute the complete and exclusive statement of the terms and conditions of the contract between the parties. When used in this Purchase Order, the term “goods” or “services” or “work product” means the items, materials, equipment, software, tooling, parts, and/or work or services supplied pursuant to this Purchase Order. 4 in confidence, and will not disclose to any third party, without the prior written consent of ACRO, the specifications, drawings, information, or data furnished to Supplier by ACRO (“ACRO’s Confidential Information”); provided that Supplier may, during production, reveal ACRO’s Confidential Information to selected employees of Supplier who have a need to know and who have the same obligation of confidentiality as does Supplier. Supplier and the selected employees (referred to above) will not use ACRO’s Confidential Information for any purpose other than the production of the goods or provision of the services for ACRO. Upon completion of the production of the goods, the provision of the services, or the termination or cancellation of any Purchase Order, whichever occurs first, Supplier must return to ACRO all documents (and all copies thereof) which contain all or any portion of ACRO’s Confidential Information. The obligations under this paragraph will survive the cancellation, termination, or completion of the Purchase Order. Any unpatented knowledge or information concerning Supplier’s goods, products, methods, or manufacturing processes which Supplier may disclose to ACRO incident to the manufacture of the goods or the performance of services covered by the Purchase Order will, unless specifically agreed to in writing, be deemed to have been disclosed as part of the consideration for the Purchase Order, and Supplier agrees not to assert any claim against ACRO by reason of ACRO’s use or alleged use thereof, and if the Purchase Order involves experimental research or development work paid for by ACRO, Supplier agrees to grant to ACRO an irrevocable and exclusive, royalty-free license to make, have made, use, and sell any inventions resulting from the work under the Purchase Order.

28.ADVERTISING: Supplier will not advertise the fact that it has contracted with ACRO for goods and services or appropriate or make use of ACRO’s name or other identifying marks or property, without the prior written consent of ACRO. Further, Supplier may not use any trademark, trade names, copyrights, or patents of ACRO in Supplier’s advertising or promotional materials. In the event of Supplier’s breach of this provision, ACRO will have the right to cancel the undelivered portion of any goods or services covered by the Purchase Order and will not be required to make any further payments except for conforming goods delivered or services rendered prior to cancellation.

29.RIGHTS AND REMEDIES: All rights and remedies of ACRO are cumulative and do not exclude any remedies allowed by law. The failure by ACRO to exercise or enforce any of the terms or conditions hereof will not constitute or be deemed a waiver of ACRO’s rights hereunder to enforce each and every other term contained herein. The failure by ACRO to insist upon strict performance of any of the terms and provisions herein will not be deemed a waiver of any subsequent default in the terms or provisions herein. Waiver of any breach will not constitute waiver of any other breach of the same or any other provision. Acceptance of any items or payment therefor will not waive any breach.

30.ANTI-KICKBACK ACT: By accepting a Purchase Order, Supplier represents, covenants, and warrants to and with ACRO that Supplier and all subcontractors below Supplier are in full compliance with the Anti-Kickback Act of 1986 and amendments thereto (the “Act”). Supplier further agrees to indemnify and hold harmless ACRO, its parent, and their respective directors, officers, and employees from any violation of the Act by Supplier or any subcontractors below Supplier. All defined terms set forth in the Act apply to this paragraph. 31.SEVERABILITY: In the event that any provision in a Purchase Order should under applicable law in whole or in part be held invalid, illegal, or void, such invalidity, illegality, or unenforceability will in no event affect the applicability of the other provisions of the Purchase Order.

32.AGREEMENT: Each Purchase Order together with the attachments, exhibits, or supplements specifically referenced in the Purchase Order, constitutes the entire agreement between ACRO and Supplier with respect to the matter contained therein and supersedes all prior written or oral representations and agreements. The Purchase Order may only be modified by an order amendment or alteration specifically identified as such and entered into over the signature of ACRO’s Purchasing Personel.

These Terms & Conditions are subject to revisions. Revised February 27, 2020.