Terms and Conditions of Purchase

1. General – Seller’s commencement of work on the goods subject to this purchase order or shipment of such goods, whichever occurs first, shall be deemed an effective mode of acceptance of this purchase order. Any acceptance of this purchase order is limited to acceptance of the express terms contained on the face and the back hereof. Any proposal for additional or different terms or any attempts by Seller to vary in any degree any of the terms of this offer in Seller’s acceptance is hereby objected to and rejected, but such proposals shall not operate as a rejection of this order unless such variances are in terms of the description, quantity, price or delivery schedule of the goods, but shall be deemed a material alteration thereof, and this offer shall be deemed accepted by Seller without said additional or different terms. If this purchase shall be deemed an acceptance of a prior offer by Seller, such acceptance is limited to the express terms contained on the face and on the back hereof. Additional or different terms or any attempt by Seller to vary in any degree any of the terms of this purchase order shall be deemed material and are objected to and rejected, but this purchase order shall not operate as a rejection of the Seller’s offer unless it contains variances in the terms of the description, quantity, price or delivery schedule of the goods.

2. Price – Seller agrees that the per unit price set forth of the face of this order is firm, not subject to increase, and includes all applicable taxes with respect to the product(s) covered by this order. Upon submission of properly certified invoices, Purchaser shall pay the price stipulated on the face of this order for the material delivered and accepted as provided in this order. Unless otherwise specified by Purchaser in writing, partial payment will not be made, nor will drafts be honored or C.O.D. shipment be accepted. Each invoice issued as a result of this order shall conform to the following:

(A) Shall be rendered separately for each delivery.
(B) Shall not cover more than one order, and;
(C) Shall contain the order number under which it was issued.

Each invoice payment term will be calculated from the date the invoice is received by the Purchaser.
3. Extra Charges and Transportation ‐ Unless otherwise agreed to in writing, the order price is to cover the net weight of the material and includes all charges for performing this order including, but not limited to, the cost of boxing, packing, crating, cartage, transportation, drayage, and storage. Transportation charges on goods sold, delivered at destination must be prepaid whenever possible. Unless otherwise specified in this order, the order price includes all costs incurred or to be incurred by Seller, including without limitation costs of all property, such as gauges, dies, molds, patterns, and tools, that may be obtained or are required by Seller for the manufacture, fabrication or assembly of the goods ordered herein.
4. Default – Time is of the essence respecting this order and, if for any reason, Seller fails to make timely delivery of the goods ordered by Purchaser in merchantable condition and in conformance with Purchaser’s specifications, blueprints, drawings and data or Seller’s samples, If any, Seller shall be in default and Purchaser, at its option, may without incurring liability, either approve a revised delivery schedule or terminate all or any portion of this order except as provided in the provision of this order entitled ‘Excusable Delays’. Seller shall be liable to Purchaser for excess costs and other damages occasioned Purchaser due to Seller’s default.
5. Extras – Except as otherwise provided in this order, no payments for extras shall be made unless such extras and the price thereof have been authorized in writing by Purchaser.
6. Backorders – Seller is liable for all shipping cost on any Backorders unless otherwise agreed to with Purchaser prior to shipment.
7. Warranties – By accepting this order, Seller warrants that the items listed on the front of this order will be:

(A) In full compliance with Purchaser’s specifications, blueprints, drawings, and data or Seller’s samples, if any.
(B) Merchantable and fit for the use intended by Purchaser, and free from defects in material or workmanship.
(C) Free from any actual or claimed patent, copyright, trademark, or trade secret infringement.
(D) Seller’s warranty set forth above shall be in addition to any warranties (I) expressly provided under the Uniform Commercial Code as adopted by the State of California (ii) implied under Uniform Commercial Code as adopted by the State of California (iii) expressly made by Seller and (iv) shall survive following acceptance and payment by Purchaser. Seller’s warranty shall run to Purchaser, it’s  successors, assigns and customers, and users of product sold by Purchaser.

8. Inspection – Each and every item purchased hereunder is subject to Purchaser’s inspection and approval at any place that Purchaser may reasonably designate. Purchaser expressly reserves the right, without liability hereunder or otherwise, to reject and refuse acceptance of items which do not conform in all respect to:

(A) Any instructions contained herein:
(B) Purchaser’s specifications, blueprints, and data or Seller’s samples, if any and
(C) Seller’s warranties whether such warranties be expressed or implied. With respect to any items which do not so conform, Purchaser may, in Purchaser’s sole discretion, hold such items for Seller’s instructions at Seller’s risk upon notification to Seller or return such items for Seller at Seller’s expense. Payment for any item shall not be deemed as acceptance thereof.

9. Changes – Purchaser reserves the right as any time to change any one or more of the following:

(A) Specifications, drawings, blueprints, and data incorporated in this order where the items to be purchased are to be specifically manufactured for Purchaser:
(B) Method of packaging, packing or shipment, and
(C) Place and/or time of delivery.

If any such change causes an increase or decrease in the cost of or the time required for the performance hereunder, an equitable adjustment shall be made in the price or delivery schedule, or both. Any claim for adjustment by Seller shall be deemed waived unless assured in writing within thirty (30) days from the receipt by Seller of the change. Nothing contained in this provision shall relieve Seller from proceeding without delay in the performance of this order as changed.
10. Indemnification – Seller shall indemnify and hold Purchaser harmless from any claim, demand, liability, damage, loss, cause of action, cost or expense (including attorneys’ fees), for which Purchaser might become liable arising from or in connection with any defect in the goods or service purchased hereunder or for any act or omission of Seller, its agents, employees or subcontractors. In addition to any indemnification as provided hereunder, if by virtue of a patent infringement suit an injunction shall issue against Purchaser which prohibits or limits the use of any such items purchased hereunder, seller, at Purchaser’s request, shall supply Purchaser with non‐infringing replacement items of a similar kind and quality.
11. Patents – Seller agrees to defend at Seller’s own expense, all suits, actions or proceeding in which Purchaser, any of Purchaser’s distributors or dealers, or the users, lessees or customers of any of the Purchaser’s products are made defendants for actual or alleged infringement of any trade secret, copyright, trademark, or U.S. or foreign patent or alleged unfair competition resulting from the use or sale of the items purchased hereunder. Seller further agrees to indemnify Purchaser, its distributors or dealers, or the users, lessees or customers of any of Purchaser’s products against any and all expenses, losses, royalties, profits and damages including court costs and attorney’s fees resulting from any such suit or proceeding, including any settlement.
12. Buyer’s Property – Unless otherwise agreed in writing, all tooling equipment or material of every description furnished to Seller by Purchaser or specifically paid for by Purchaser and any replacement thereof shall remain the property of Purchaser. Such property, and, whenever practical, each individual item shall be, by Seller, adequately indemnified as “Property of Actron Manufacturing Inc.” and shall not be substituted,, used or otherwise applied to any other purchase order, Seller may have, without the express written consent of Purchaser. Such property, while in Seller’s custody or control, shall be held at Seller’s sole risk, shall be kept insured by Seller at Seller’s expense in an amount equal to the replacement cost with Purchaser named beneficiary on such policy(ies) of insurance. Such property shall be prepared for shipment and delivered in good condition, normal wear and tear excepted, to Purchaser, F.O.B. Purchaser’s plant immediately upon request by Purchaser.
13. Compliance with Law – Upon acceptance of this order, Seller warrants and represents that it has and will continue during the performance hereunder to comply with all relevant provisions of Federal, State, and local laws and regulations. Without limiting the generality of the foregoing, Seller, in accepting this order, represents that the goods to be furnished or the services to be rendered hereunder were or will be produced or performed in compliance with all applicable requirements of the Fair Labor Standards Act, as amended, and all valid and applicable regulations and orders of the Administrator of the Wage and Hour Division issued hereunder, Seller also warrants and represents that every chemical substance delivered hereunder shall be on the list of substances or have been submitted for inclusion on such list, as compiled by the Administrator, Environmental Protection Agency, pursuant to the Toxic Substance Control Act.
14. Drawings – Upon completion or termination of work by Seller under this order, Seller shall promptly return to Purchaser all drawings, specifications and other data or papers furnished by Purchaser in connection herewith, together with all copies or reprints, and Seller shall thereafter make no further use either directly or indirectly of any such drawings, specifications, date or papers or any information derived therefrom without Purchaser’s prior written consent.
15. Termination for Convenience – Purchaser reserves the right to terminate this order for Purchaser’s convenience in whole at any time or in part from time to time and pay Seller, at its full compensation under this order, the order price for the portion of this order accepted by Purchaser. Purchaser my exercise this right of termination at Purchaser’s discretion, whether or not Seller is in default hereunder.
16. Excusable Delays – (Except with respect to the failure/default of subcontractors) – Neither party shall be liable for delays or defaults due to causes beyond its control and without its fault or negligence, including but not limited to, acts of God, or public enemy, act of any government in either its sovereign or contractual capacity, firs, floods, epidemics, quarantine restrictions, strikes, freight embargoes and unusually severe weather conditions. (If the delay or default is caused by the default of a subcontractor, and such default arises out of causes beyond the control of both Seller and the subcontractor, and without the fault of negligence of either of them, Seller shall not be liable for any excess costs or other damages for failure to perform unless Purchaser shall
determine that the supplies or services to be furnished by the subcontractor were obtainable from other sources in sufficient time to permit Seller to meet the required delivery schedule, but nothing in this provision shall prevent Purchaser from terminating all or any part of this order as provided in this order.) Each party shall notify the other in writing of the cause of such delay within five (5) days after the beginning thereof.
17. Confidential Relationship – Seller shall treat as confidential all specifications, drawings, blueprints and data supplied by Purchaser. Seller shall not disclose any information relating to this order to any third person not entitled to receive it.
18. Non‐Publicity – Seller shall not, without the prior written consent of Purchaser:

(A) Make any news release, public announcement, denial or confirmation of this order, or its subject matter: nor
(B) In any manner advertise or publish the fact the Purchaser has placed this order, nor shall any information relating to this order be disclosed without Purchaser’s prior written consent.

19. Attorneys’ Fees – Notwithstanding any provision in this order to the contrary, in the event Seller and Purchaser are unable to resolve any dispute arising under this order and any suit or judicial proceeding is instituted with reference thereto, the successful party in any such suit or other judicial proceeding shall be paid promptly by the other party an amount equal to the successful party’s reasonable attorneys’ fees and costs incurred.
20. Equal Employment Opportunity – Seller agrees to comply with all provisions of Executive Order 11246 and all rules, regulations, and relevant order of the Secretary of Labor related to the quality of employment opportunity. Seller further agrees, upon request by Purchaser, to promptly comply with all requests by Purchaser to execute certifications required under Executive Order 11246.
21. General

(A) If this order is given pursuant to an existing contract, it is also subject to the terms of such contract. In the event of any conflict with the provisions hereof,
the contract terms shall control.
(B) Seller shall not assign this order or delegate its performance hereunder without the written consent of Purchaser.
(C) Waiver by either party of any default by the other hereunder shall not be deemed is waiver by such party of any other default.
(D) Seller shall not change this order nor ship non‐conforming items without first obtaining the written consent of Purchaser.
(E) If at Purchaser’s request any research and developments is performed with respect to any of the items sold hereunder or in anticipation hereof which results in any patents, trademarks or copyrights, title thereto shall vest in Purchaser and Seller agrees, upon request by Purchaser, to make any assignments or do any other acts necessary to vest such title in Purchaser.
(F) This order shall be governed by the laws of the State of California.
(G) If any provisions of this order shall be held to be invalid, void, or unenforceable, the remaining provisions shall nevertheless be given full force and effect.
(H) This order shall be binding upon and inure to the benefit of the Purchaser and Seller and their respective successors and assigns.

Rev 06/04/07 (2020)