PURCHASE ORDER TERMS AND CONDITIONS 

"Buyer" means Ohio Transmission LLC or its affiliated, subsidiary, or related companies. "Seller" means the party selling the applicable products or services to Buyer. By selling products or services to Buyer, Seller confirms that the following terms and conditions apply to Buyer's purchases. Any modifications must be in writing and signed by Buyer. References to "products" include items specifically provided for in the Purchase Agreement (as defined below) or incorporated in services Buyer purchases from Seller.

1. TERMS AND CONDITIONS OF PURCHASE.

(a) Any products or services Buyer purchases from Seller by electronic, phone, paper or any other form of transmission, are purchased subject to the following:

(i) if Seller already has a fully signed purchase agreement currently in effect with Buyer, then the terms of that agreement, together with any terms and conditions of this purchase order and any subsequent purchase orders issued hereunder not in conflict with that agreement, constitute the complete agreement; and

(ii) if Seller does not already have a fully signed purchase agreement with Buyer, then the terms and conditions of this purchase order and any subsequent purchase orders issued hereunder constitute the complete agreement. The complete agreement as stated hereinabove shall be referred to as the "Purchase Agreement". No other terms or conditions including, without limitation, Seller’s standard printed terms and conditions, whether printed on Seller’s proposal, order acknowledgement, invoice or otherwise, will have any application to any purchase between Buyer and Seller unless specifically accepted in writing by Buyer. Acceptance is expressly limited to the terms of the Purchase Agreement and Buyer objects to any different or additional terms contained in any response by Seller, including without limitation any instrument requesting or confirming this offer by or on behalf of Buyer. In addition to any other terms of the Purchase Agreement, the Purchase Agreement expressly includes all implied warranties and all of the Buyer’s remedies set for in the Uniform Commercial Code. The terms of the Purchase Agreement are the sole and exclusive terms on which the Buyer agrees to be bound.

(b) Seller may not assign or subcontract its obligations under the Purchase Agreement without the prior written consent of Buyer, and if Seller does so, the assignment or subcontract will be void.

(c) The Purchase Agreement shall be governed by, and interpreted under, the substantive laws of the State of Ohio. In the event of any dispute between the parties, such dispute will be settled exclusively in a court of law. Exclusive jurisdiction and venue for any action arising under the Purchase Agreement will be in the federal and state courts located in Franklin County, Ohio, and Buyer and Seller consent to such jurisdiction and venue for this purpose.

(d) Forecasts. Buyer may provide Seller with forecasts of its future anticipated deliverable requirements. Seller acknowledges that any such forecasts, including, without limitation, Estimated Annual Volumes, are for informational purposes only and are based on a number of factors which may change over time. Buyer makes no representation, warranty, guaranty or commitment of any kind or nature, express or implied, regarding any such forecasts, including, without limitation, with respect to the accuracy or completeness
of such forecasts.

(e) Spare and Replacement Parts. In return for Buyer agreeing to enter into the Purchase Agreement, Seller grants to Buyer an option during the term of such Purchase Agreement and for ten (10) years thereafter to purchase component parts of any deliverables, including those which become obsolete during the term of such Purchase Agreement, at the lowest price at which Seller sells such parts. Prices for such parts shall be firm, at the last pre-termination price, for the first five (5) years following the 2 termination of such Purchase Agreement or obsolescence of such deliverable, as applicable, except for and only to the extent changes are required by cost differences in packaging.

2. PRICING; PAYMENT.

(a) Unless otherwise provided elsewhere in the Purchase Agreement, prices are:

(i) stated in U.S. dollars;

(ii) not subject to increase for the duration of the Purchase Agreement; and

(iii) DDP (INCOTERMS 2010) at a facility specified by Buyer. No extra charges of any kind will be allowed unless specifically agreed to by Buyer in writing.

(b) Unless prohibited by law, Seller will separately indicate on its invoices any taxes imposed on the sale or delivery of products or services.

(c) Unless otherwise provided elsewhere in the Purchase Agreement, payment terms shall be on the next scheduled twice-monthly payment date seventy-five (75) days following the date of Buyer's receipt of conforming invoice and related deliverables. Buyer may, at its option, make payment by check, bank transfer payable to a designated EFT or wire address.

(d) Seller warrants that it is selling at the lowest prices and upon the most favorable terms (including, without limitation, volume, quality and/or payment terms) that it offers any buyer for products or services of the same or similar quality to that provided for in the Purchase Agreement. If, during the term of the Purchase Agreement, Seller makes an offer to sell any such products or services to a third party at a lower price or upon one or more terms that are more favorable than the price or terms then applicable under the Purchase Agreement, then an equivalent reduction or modification of terms will apply to all products or services purchased thereafter for the balance of the term of the Purchase Agreement.

(e) If at any time during the term of the Purchase Agreement:
(i) a third party makes a competitive offer to sell products or services pursuant to one or more terms (including price, volume, quality and/or payment terms) that are more favorable to Buyer than the terms then in effect under the Purchase Agreement (the “Favorable Terms”), then Seller will meet, or notify Buyer that it will not meet, such Favorable Terms within fourteen (14) days of receipt of Buyer's notice thereof. Seller's failure to meet such Favorable Terms within such fourteen (14) day period shall be deemed a decision not to meet such Favorable Terms regardless of whether Seller specifically notifies Buyer thereof.

(ii) Buyer anticipates that it may receive a competitive offer from a third party to sell products or services on Favorable Terms through an internet web based trading platform (an “On-Line Offer”), and Seller is provided with a written invitation to participate in the applicable on-line event that may result in an On-Line Offer at least seven (7) days prior thereto, then Seller will meet, or not meet, the Favorable Terms of the On-Line Offer during the on-line event. Seller's failure to meet such Favorable Terms during the online event shall be deemed a decision not to meet such Favorable Terms regardless of whether Seller specifically notifies Buyer thereof.

If Buyer is obligated under the Purchase Agreement to buy certain quantities of products or services from Seller and Seller does not meet the Favorable Terms as provided in clauses (i) or (ii) above, Buyer will be released from its obligations to Seller, if any, with respect to any quantities of products or services available from the third party on such Favorable Terms.

(f) Buyer will be responsible for all sales, use, and similar taxes (excluding taxes based on or measured by the net income, net worth or gross receipts of Seller) imposed as a result of the sale of products or services. With notice to Seller, Buyer may pay such taxes directly to the taxing authority where allowed by law. Seller shall remit all taxes paid by Buyer to the appropriate taxing authority. Upon Buyer's request, Seller will provide written evidence that Seller is properly licensed to collect the taxes paid by Buyer.

(g) If the Purchase Agreement obligates Buyer to buy a percentage of its product requirements from Seller, reasonable amounts of product purchased from a third party supplier for purposes of qualifying such products shall be deemed excluded from Buyer's requirements and can be used by Buyer for commercial production and sale.

3. TRANSPORTATION; DELIVERY.

(a) Delivery dates are firm and TIME IS OF THE ESSENCE WITH RESPECT TO DELIVERY. Seller will promptly notify Buyer in writing if Seller anticipates difficulty in complying with a required delivery date and will use all commercially reasonable efforts to meet the required delivery date. Buyer has no obligation to accept deliveries that are not made on the required delivery date. If Seller fails to meet a required delivery date, Buyer may procure replacement products or services. Seller will be responsible for all costs incurred by Buyer as a result of early or late deliveries. If Seller has to use premium freight, Seller will notify Buyer in writing of the type and monetary value of the premium freight used (for Buyer’s records).

(b) Unless otherwise provided elsewhere in the Purchase Agreement, delivery will occur, and title and risk of loss will transfer, when:

(i) with respect to product not incorporated into services, upon delivery to and acceptance by, Buyer and

(ii) with respect to product incorporated into services, the completed services have been accepted by Buyer.

4. INSPECTION.

Buyer may inspect and test all products and services and all materials, equipment and facilities utilized by Seller in producing products or providing services for Buyer. Seller will maintain an inspection and testing system for the same that is acceptable to Buyer and will keep records of all inspection and testing data and, with respect to products, samples of each lot shipped, for two (2) years after delivery. Unless otherwise agreed by Buyer in writing, Seller will deliver to Buyer a certificate of analysis as to specifications approved by Buyer with respect to each product lot shipped.

5. WARRANTIES.

(a) Seller warrants that all products and services will be:

(i) free of any claims by third parties;

(ii) in strict accordance with the specifications, samples, drawings or other descriptions approved by Buyer;

(iii) merchantable;

(iv) free from defects; and

(v) to the extent that Buyer relies on Seller to specify the products or services, fit for their intended purpose.

Seller further warrants that all services will be performed in accordance with the standards of care and diligence normally practiced by persons performing similar services and in the best workmanlike manner. The above warranties will be in effect for the longer of:

(i) the duration of any warranty provided by Buyer in connection with Buyer’s sale of the final product, which durations are publicly available and will be provided by Buyer upon written request and are INCORPORATED HEREIN BY REFERENCE; or

(ii) thirty-six (36) months from the date the related final product is first placed into operation.

If any products or services fail to conform to the above warranties Seller, at Buyer's option, will:

(i) with respect to products, replace or repair the nonconforming products at Seller’s cost;

(ii) with respect to services, re-perform all services necessary to correct any such nonconformity at Seller’s cost; or

(iii) refund the purchase price of the nonconforming products or services and any related costs incurred by Buyer. Any replacement products or services also will be subject to the above warranties and warranty period. The warranty period for repaired products will be extended to 4 account for the time lapsed until the repair was completed. If Seller does not replace, repair or re-perform, as applicable, within a reasonable time after notice, Buyer may do so at Seller’s expense.

(b) Any rights or remedies of Buyer set forth in the Purchase Agreement are not exclusive and Buyer also has all rights and remedies available under applicable law.

(c) Recalls and Field Fix Programs. If at any time a governmental agency of any country, state, province or municipality requires Buyer to conduct a product safety recall or a field fix program, or Buyer voluntarily undertakes such an action, related to the deliverables, Buyer will notify Seller within thirty (30) days of the initiation of any such action and Seller shall, at Buyer’s option, either repair or replace the related deliverables, and reimburse Buyer for any costs, expenses or damages.

6. QUANTITY TERMINATION; ORDER CHANGES.

(a) Buyer may, by written notice to Seller, terminate its purchase of any quantity of products or services

(i) for convenience,

(ii) if Seller fails to complete or deliver any part thereof when required, or

(iii) if Seller is in breach of any material term of the Purchase Agreement, including, without limitation, any provision of Sections 7, 8 or 9 below, immediately prior to the delivery thereof. If terminating for convenience and Seller is unable to sell the products to any third party, Buyer will pay Seller termination charges equal to the cost of materials and labor incurred (and not otherwise mitigated) on ordered products or services prior to the date of Buyer's termination notice; provided Seller takes all steps reasonably necessary to mitigate such costs. Seller will notify Buyer of the actual termination charges within thirty (30) days after termination. If termination is due to a failure of completion or delivery or breach of any material term of the Purchase Agreement, no termination charges will apply and Buyer may procure substitute products or services and Seller will be liable to Buyer for any
excess costs incurred by Buyer.

(b) Prior to shipment or completion, Buyer may request changes with respect to the products or services to be provided, including, changes in method of shipping or packing, time or place of delivery and increases in delivered quantity. Seller will promptly notify Buyer of any resulting increase or decrease in cost and Buyer and Seller will agree on any price adjustment before implementing any change.

7. COMPLIANCE WITH LAWS.

General. All deliverables supplied to Buyer or any customer of Buyer shall comply with, and Seller agrees to be bound by, all applicable foreign, United States federal, state and local laws, orders, rules, regulations, guidelines, standards, limitations, controls, prohibitions, disclosures of product content, labeling, or other requirements contained in, issued under, or adopted pursuant to such laws, including, without limitation, the U.S. Toxic Substances Control Act and applicable RoHS and REACH regulations, anti-bribery, anti-corruption laws, conflict mineral prohibition and conflict mineral disclosure requirements, and all Federal Acquisition Regulations. Seller further agrees that neither it nor any of its subcontractors will utilize child, slave, prisoner or any other form of forced or involuntary labor, or engage in abusive employment or corrupt business practices, in the production or provision of deliverables. Delivery of any deliverables shall constitute Seller's representation to Buyer that there has been and will be full compliance with all applicable laws and, at Buyer’s request, Seller shall certify in writing its compliance with the foregoing.

(a) Environmental Compliance. Seller shall comply with

(1) all applicable environmental laws and regulations, and

(2) the environmental compliance guidelines set forth on Buyer’s website at
http://www.otpnet.com/supplier/enviromental as it may be amended by Buyer from time to time. THESE 5 COMPLIANCE GUIDELINES ARE INCORPORATED HEREIN BY REFERENCE. At Seller’s request Buyer will mail Seller a hard copy.

(b) FAR Compliance. Seller shall not use or deliver, for the benefit of Buyer or any of its customers, covered telecommunications equipment or services, or any equipment, system, or service that uses covered telecommunications equipment or services as defined in the John S. McCain National Defense
Authorization Act.

(c) Equal Employment Opportunity. The parties shall comply with all Federal equal employment opportunity obligations under 41 CFR 60- 1.4(a), 60-300.5 (a), 60-741.5(a) and federal labor law
obligations under 29 CFR part 471, appendix A to subpart A. THE FOLLOWING PROVISIONS ARE INCORPORATED HEREIN BY REFERENCE: Executive Order 11246 and 41 CFR § 60-4.3(a); Executive Order 11701 and 41 CFR §§ 60-250.5(a), 60-300.5; Executive Order 11758 and 41 CFR § 60-741.5(a); U.S. immigration laws, including the L-1 Visa Reform Act of 2004 and the H-1B Visa Reform Act of 2004; and Executive Order 13496.

The parties shall abide by the requirements of 41 CFR 60-1.4(a), 60-300.5(a) and 60-741.5(a). These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex, sexual orientation, gender identity or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, national origin, protected veteran status or disability.

(c) From time to time, at Buyer's request, Seller shall provide certificates to Buyer relating to compliance with any applicable legal requirements, including those listed in Section 7 above.

8. CONFIDENTIAL INFORMATION; OWNERSHIP OF DOCUMENTS AND MATERIALS.

(a) Seller will treat as confidential and not disclose any information received from Buyer in connection with the Purchase Agreement to any person not authorized by Buyer in writing to receive it. Seller will use such information only as necessary to fulfill its obligations under the Purchase Agreement. Upon termination of the Purchase Agreement, all such information will be returned to Buyer, or at Buyer's option, destroyed by Seller. Seller will not make any announcement or release any information concerning the Purchase Agreement to any other person or entity, including the press or any official body, except as required by
law, unless prior written consent is obtained from Buyer.

(b) All drawings, models, specifications and other documents and materials prepared by Seller specifically in connection with the products or services supplied under the Purchase Agreement will become Buyer’s property and be delivered to Buyer, as part of the consideration of the Purchase Agreement, upon

(i) completion, abandonment or postponement of the services or delivery of the products required by the Purchase Agreement or

(ii) termination of the Purchase Agreement, and, to the fullest extent possible, is intended to be a work for hire under all applicable copyright laws. Seller hereby assigns any and all rights that it has in and to all such documents and materials to Buyer.

(c) If a purchase order includes development services, such as the design of a unique product or modification of an existing Seller product, Seller grants to Buyer and its affiliates a perpetual, worldwide, paid-up, royalty free, nonexclusive license, with the right to sublicense, to make, have made, use, offer to 6 sell, sell, export, and import all inventions or other results of Seller’s development work that Seller conceives, develops, acquires, or reduces to practice in the course of performing work under the purchase order. Seller shall provide Buyer all documentation, information and other materials, including, without limitation, all drawings, prints, specifications, data, instructions and manuals related to such inventions or other results of Seller’s development work, necessary for Buyer to receive the full benefit of the license.

9. INTELLECTUAL PROPERTY INFRINGEMENT.

Seller represents and warrants that the sale or use of the products or services provided to Buyer will not infringe or contribute to the infringement of any patents, trademarks, or copyrights anywhere in the world. If any product, service, or part thereof is held to constitute an infringement, Seller will, at its expense, obtain for Buyer a license to use the item or service, or replace or modify the same, in a manner satisfactory to Buyer, so as to avoid the infringement. Seller shall not assert any of its patents or other intellectual property rights against Buyer or Buyer's affiliates or customers worldwide in connection with any use of products or services provided to Buyer in the production, use, preparation, sale, or delivery of, or other action with respect to, the products or services of Buyer or Buyer's affiliates or customers.

10. QUALITY.

(a) Seller will not change the manufacturing location, manufacturing process, raw materials or proportions of raw materials used in products delivered to Buyer under the Purchase Agreement unless Seller notifies Buyer in writing of the change at least ninety (90) days before its implementation and Buyer agrees to the change in writing. Seller will be liable for all losses and damages that Buyer may suffer if Seller does not comply with the requirements of the preceding sentence. At Buyer's request, Seller will provide samples of product produced with the proposed change to test in Buyer's manufacturing process.

(b) Seller will participate in programs implemented by Buyer with respect to quality in manufacturing and delivery of products and services.

(c) Quality Standards. Seller shall comply with the quality standards, which are contained in the Buyer’s global supplier quality manual which is available https://otcindustrial.com/content/supplier/quality, as the manual may be amended by Buyer from time to time (the "Quality Standards"). THE QUALITY STANDARDS ARE INCORPORATED HEREIN BY REFERENCE. At Seller’s request Buyer will mail Seller a hard copy. Buyer alone shall decide whether Quality Standards are being met. Seller shall maintain and enforce all measures necessary to secure the quality of products and services and the manufacturing process thereof, including but not limited to quality control standards, inspection standards and specifications.

11. CUSTOMS AND TRADE.

(a) Unless otherwise agreed by Buyer in writing, Buyer will not be a party to the importation of products. All purchases under the Purchase Agreement will be consummated subsequent to importation, prices will be inclusive of all duties and other costs of customs clearance and Seller will not cause or permit Buyer’s name to be shown as “importer of record” on any customs declaration. In any case where Buyer agrees to be the importer of record, Seller will provide all information needed to effect customs entry into each country into which the products are to be imported.

(b) Buyer shall have all rights to drawback of duty or taxes paid by Seller in its own country or in any third country where all or part of the work is executed. Seller waives any interest in or rights to such drawback and agrees to provide, at no cost to Buyer, proof of importation and/or re-exportation as the case may be, satisfactory to Buyer and the customs administration, tax collection agency, or other government agency in any country where taxes or duties are paid, as well as to provide any other supporting 7 documentation to enable Buyer to claim drawback of duties and taxes on products or articles manufactured from products provided under the Purchase Agreement.

(c) Seller will accurately indicate the country of origin of the products provided under the Purchase Agreement on the customs invoice and other applicable documentation. Seller will provide certificates of origin relating to such products within the meaning of the rules of origin of the NAFTA preferential duty provisions and execute such other documents as may be necessary for Buyer to claim duty preference under any applicable programs.

12. SERVICES/LIENS; SITE RULES; INSURANCE.

(a) Seller will obtain from all of its subcontractors waivers and releases of all liens which may be imposed by them against the products provided under the Purchase Agreement or Buyer's premises or the improvements thereon, and Seller will defend, indemnify, and hold harmless Buyer with respect thereto. Buyer has the right to withhold payment for any services until such time as Seller has provided Buyer with signed copies of all required waivers and lien releases.

(b) Seller will conform strictly to all of Buyer's site rules and regulations when performing services on Buyer's premises, including but not limited to Buyer’s requirements for background screening contingent workers. It is Seller's obligation to obtain a copy of Buyer's site rules.

(c) Seller shall provide and maintain throughout the term of the Purchase Agreement the following insurance in US Dollars (or such other currency as specified in the Purchase Agreement):

(1) Workers Compensation/Work-related Injury Insurance: Statutory in accordance with the state in which the products are being manufactured or assembled;

(2) Employers Liability in the amount of $1 million each occurrence;

(3) Commercial General Liability with limits of $1 million each occurrence, $2 million aggregate, for bodily injury and property damage combined, including the following coverage features: (i) blanket contractual liability, (ii) products, (iii) completed operations, and (iv) independent contractors coverage;

(4) Automobile Liability with limits of $2 million each occurrence for bodily injury and property damage combined, covering all “owned,” “hired” and “non owned“ automobiles and including contractual liability coverage; and

(5) Umbrella or Excess Liability with limits of $5 million each occurrence and aggregate for bodily injury and property damage with such policy “following form” to all primary policies listed above with the exception of workers compensation;

(6) Errors and Omissions Liability Insurance covering the liability for financial loss due to error, omission of Seller, including network security liability
and breach of privacy, in an amount of at least $5,000,000 (applicable to technology suppliers and/or professional services suppliers). All insurance required above will be written with insurers rated A or better by the latest “A.M. Best” Guide. Where allowable under law, a waiver of subrogation from Seller (including affiliates, directors and officers) and its insurers will be provided in favor of Buyer. If applicable, all policies, with the exception of workers compensation, will identify Buyer as an additional insured and require that the Buyer receive at least thirty (30) days’ notice prior to cancellation or termination. Seller’s insurance will be primary and noncontributory to that maintained by Buyer. Such insurance shall not be subject to any self-insured retentions without the prior written consent of Buyer. All self-insured retentions and deductibles for such insurance shall be the responsibility of Seller. The insurance coverages under this section, including, without limitation, the additional insured coverage provided to Buyer, shall be independent of the indemnity obligations of the Purchase Agreement, and are not designed solely to guarantee payment of Seller’s indemnity obligations. Seller shall, at the request of Buyer, provide Buyer with copies of all policies and/or a certificate, satisfactory to Buyer, of the insurance coverages and endorsements set forth in this section and shall specify all self-insured retentions. Seller’s insurance 8 coverage will not be Buyer’s exclusive remedy; instead Buyer will be entitled to all remedies available to it under equity or the law. No insurance will be deemed to be in effect until satisfactory certificates thereof are delivered to Buyer, containing provisions requiring the insurance carrier to notify Buyer at least thirty (30) days prior to any expiration or termination of, or material change to, the policy. In addition, all such policies shall name Buyer as an additional insured, specifically insure Buyer for its own negligence and other culpable conduct and contain a waiver of subrogation against Buyer. Seller will also require insurance from all of its subcontractors with the same coverages and limits.

(d) It is agreed that Seller, in rendering any services on Buyer’s premises, will be an independent contractor and that neither Seller nor any principal, partner, agent or employee of Seller is the legal representative of Buyer for any purpose whatsoever and has no right or authority to assume or create, by action, in writing or otherwise, any obligation of any kind, express or implied, in the name of or on behalf of Buyer and neither Seller nor any principal, agent or employee of Seller shall be entitled to or be eligible to participate in any benefit program extended by Buyer to its employees.

(e) All Seller’s employees providing services under the Purchase Agreement must be authorized to work in the jurisdiction where the services are performed.

13. INDEMNIFICATION.

Seller will fully defend, indemnify, hold harmless and reimburse Buyer, its officers, directors, shareholders, affiliates, subsidiaries, employees, agents, customers and assigns from and against all claims, suits, actions, proceedings, damages, losses and expenses, including attorneys’ fees, arising out of, related to, or resulting from:

(a) any breach of any representation, warranty, certification, covenant or agreement made by Seller in the Purchase Agreement;

(b) any negligence or willful misconduct of Seller or its agents or subcontractors in connection with performance under the Purchase Agreement;

(c) any litigation, proceeding or claim by any third party relating to the obligations of Seller under the Purchase Agreement;

(d) any violation of law by Seller, its employees, agents, affiliates, contractors or subcontractors and

(e) Seller’s use, control, ownership, or operation of its business and facilities, except to the extent caused by the negligence of Buyer. Seller agrees to include this Indemnification provision in any subcontracts issued hereunder.

14. BUYER’S PROPERTY.

Unless Buyer otherwise agrees in writing, all tools, equipment or other materials furnished to Seller by Buyer are the personal property of Buyer. Whenever practical, Seller will adequately identify Buyer's property and safely store it separate and apart from Seller’s property. Seller will not substitute any property for Buyer’s property and will use such property only in fulfilling its obligations under the Purchase Agreement. While in Seller’s custody or control, Buyer's property will be held at Seller’s risk, kept insured by Seller at Seller’s expense, and subject to removal at Buyer’s request.

15. SET-OFF.

Buyer may set off any amount owing at any time from Seller to Buyer or any of its affiliated companies against any amount payable at any time by Buyer under the Purchase Agreement.

16. FORCE MAJEURE.

(a) Any non-performance or delay in performance of any obligation of Seller or Buyer under the Purchase Agreement will be excused to the extent such failure or non-performance is caused by "Force Majeure." "Force Majeure" means any cause preventing performance of an obligation under the Purchase Agreement which is beyond the reasonable control of the Seller or Buyer, and which, by the exercise of due diligence, could not be overcome, including without limitation, fire, flood, sabotage, shipwreck, embargo, explosion, accident, riot, pandemic, acts of a governmental authority, and acts of God. In no event shall Seller's ability to sell products or services at a better price or Seller's economic 9 hardship in buying raw materials necessary to manufacture products at a commercially reasonable price constitute Force Majeure.

(b) If Buyer or Seller is affected by Force Majeure, it will

(i) promptly provide notice to the other party, explaining the full particulars and the expected duration of the Force Majeure and

(ii) use its best efforts to remedy the interruption or delay if it is reasonably capable of being remedied. In the event of Force Majeure, deliveries or acceptance of deliveries of products or services which have been suspended will not be required to be made up on the resumption of performance and, to the extent not otherwise permitted under the Purchase Agreement, Buyer will have the right to purchase products and services from other sources during the period of Force Majeure. If a Force Majeure extends for more than sixty (60) days, the Purchase Agreement may be terminated upon written notice by the party not declaring Force Majeure without any liability on its part.

(c) If a Force Majeure compels Seller to allocate deliveries of products or services, Seller will make such allocation in a manner that ensures Buyer at least the same proportion of the Seller’s total output as was purchased by Buyer prior to the Force Majeure. Seller will use best efforts to source products or other items, at Seller’s expense, from its own or its affiliates' global operations or the market in order to meet Buyer’s required delivery dates.

17. TERMINATION.

(a) Buyer or Seller may terminate the Purchase Agreement upon thirty (30) days’ prior written notice if the other party breaches any material term thereof or files for bankruptcy; provided, however that during such notice period, the party in default may cure its default and thereby abate the termination. In the event Seller has not complied in any respect with Sections 7, 8 or 9 above, Buyer shall have the right to immediately terminate the Purchase Agreement, without further compensation to the Seller and without Seller’s ability to abate the termination. In addition, Seller shall compensate Buyer for any damages suffered by Buyer as a result of Seller’s breach of Sections 7, 8 or 9 above. After receipt of a notice of termination, the Seller shall immediately:

(i) stop work as directed in the notice;

(ii) place no further subcontracts or purchase orders for materials, services or facilities, except as necessary to complete the continued portion of the Purchase Agreement; and

(iii) terminate all subcontracts to the extent that they relate to the work terminated.

(b) Notwithstanding paragraph 17(a) Seller may only terminate a purchase order after giving Buyer reasonable notice of such termination, as well as an opportunity to identify and set up an alternate supplier.

18. ACCESS AND AUDIT.

In order to assess Seller’s work quality and compliance with the Purchase Agreement, Seller will permit Buyer reasonable access to

(i) all locations where work is performed in connection with the products or services provided for in the Purchase Agreement, and

(ii) Seller’s books and records relating to the Purchase Agreement.

19. PERSONAL DATA PROTECTION.

(a) “Personal Data” includes any information relating to an identified or identifiable natural person; “Buyer Personal Data” includes any Personal Data obtained by Seller from Buyer, any Personal Data being Processed by Seller on behalf of Buyer, and any Personal Data pertaining to any Buyer personnel; and “Processing” includes any operation or set of operations performed upon Personal Data, such as collection, recording, organization, storage, adaptation or alteration, retrieval, accessing, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, blocking, erasure or destruction.

(b) Seller, including its staff, shall view and Process Buyer Personal Data only on a need-to-know basis and only to the extent necessary to perform the Purchase Agreement or Buyer’s further written instructions.

(c) Seller agrees to keep Buyer Personal Data confidential and not to disclose Buyer Personal Data to third parties without prior express written consent from Buyer. Seller further agrees to use technical and organizational measures, commensurate with the risk associated with a breach of such Personal Data and in compliance with applicable data protection regulation(s), to ensure the security and confidentiality of Buyer Personal Data in order to prevent, among other things, accidental, unauthorized or unlawful destruction, modification, disclosure, access or loss of such Personal Data. Seller shall immediately inform Buyer of any Security Breach, where “Security Breach” is defined as any event involving an actual, potential or threatened compromise of the security, confidentiality or integrity of Buyer Personal Data, including but not limited to any unauthorized access or use, or any broader circumstances as defined in any applicable local law. Seller shall also provide Buyer with a detailed description of the Security Breach, the type of data that was the subject of the Security Breach, the identity of each affected person, and any other information Buyer may request concerning such affected persons and the details of the breach. Seller agrees to take action immediately, at its own expense, to investigate the Security Breach and to identify, prevent and mitigate the effects of any such Security Breach, and to carry out any recovery or other action (e.g., mailing statutory notices) necessary to remedy the Security Breach. The content of any filings, communications, notices, press releases, or reports related to any Security Breach (“Notices”) must first be approved by Buyer prior to any publication or communication thereof to any third party. Seller shall pay for or reimburse Buyer for all costs, losses and expenses relating to any Security Breach, including
without limitation, the cost of Notices.

(d) Seller shall comply with all applicable laws and regulation pertaining to Personal Data protection and will process employment data consistent with Buyer’s employment data protection standards. In particular, where Personal Data is collected by the Seller from a data subject directly, Seller shall provide such data subject with the information required by applicable laws and regulation, permit access by the data subject to the Personal Data collected about him/her and, when necessary, obtain such data subject’s consent.

(e) Buyer reserves the right to conduct an on-site verification, with prior written notice, of Seller’s compliance with obligations relating to Buyer Personal Data at any time, even after termination of this Agreement, and Seller agrees to provide access to all concerned facilities, equipment and records necessary to conduct such verification.

(f) Upon termination of the Purchase Agreement, for whatever reason, Seller shall stop the Processing of Buyer Personal Data, unless instructed otherwise by Buyer, and these undertakings shall remain in force until such time as Seller no longer possesses Buyer Personal Data.

(g) Seller understands and agrees that Buyer may require Seller to provide certain Personal Data (“Seller Personal Data”) such as the name, address, telephone number, and e-mail address of Seller’s representatives in transactions, and that Buyer and its affiliates and their contractors may store such data in databases located and accessible globally by their personnel and use it for purposes reasonably related to the performance of the Purchase Agreement, including but not limited to supplier and payment administration. Seller agrees that it will comply with all legal requirements associated with transferring any Seller Personal Data to Buyer. Buyer will be the “Controller” of this data for legal purposes, and agrees
not to share Seller Personal Data beyond Buyer, its affiliates and their contractors, and to use reasonable technical and organizational measures to ensure that Seller Personal Data is processed in conformity with applicable data protection laws. Seller may obtain a copy of the Seller Personal Data and submit updates and corrections to it by sending Buyer a written notice.

20. SUPPLIER SECURITY AND CRISIS MANAGEMENT POLICY.

Seller will have and shall comply with, and at Buyer’s request provide Buyer with a copy of, Seller’s security and crisis management that, at a minimum, provides for measures that ensure the physical integrity and security of all shipments against the unauthorized introduction of harmful or dangerous materials. Buyer reserves the right to request information in connection with such policy, conduct on-site audits of Seller’s facility and practices to determine whether such policy and Seller’s implementation of such policy are reasonably sufficient to protect Buyer’s interests. If Buyer reasonably determines that Seller’s security and crisis management policy and/or such policy implementation is/are insufficient to protect Buyer’s property and interests, Buyer may give Seller notice of such determination. Upon receiving such notice, Seller shall have forty-five (45) days thereafter to make such policy changes and take the implementation actions reasonably requested by Buyer. All costs associated with development and implementation of Seller’s security and
crisis management plan and Buyer’s recommendations thereto shall be borne by Seller.

In addition, Seller agrees that it will review the requirements of applicable national security programs, including but not limited to the Customs-Trade Partnership Against Terrorism (“C-TPAT”) program of the United States (if applicable) and will

(i) maintain a written plan for security procedures in accordance with the recommendations of such programs; and

(ii) inform Buyer of its membership status and any changes thereto, relative to such programs.

21. ETHICAL BUSINESS CONDUCT.

Seller shall adopt and comply with Buyer’s Business Partner Code of Conduct (“BPCOC”), which is located at: https://otcindustrial.com/content/supplier/BPCOC, THE BPCOC IS INCORPORATED HEREIN BY REFERENCE. Additionally, Seller shall take all reasonable steps necessary to ensure that its sub-suppliers and subcontractors comply with the BPCOC. At Seller’s request Buyer will mail Seller a hard copy. The BPCOC may be amended by Buyer from time to time.

22. INTELLECTUAL PROPERTY RIGHTS.

Except as otherwise addressed in any separate contract between the parties, Seller agrees that, where it undertakes, whether alone or jointly with Buyer, any research, development and/or design activities relating to deliverables,

(1) As requested by Buyer in connection with any purchase agreement and/or;

(2) Using or derived from confidential information provided by Buyer, Buyer shall own all rights in any resulting intellectual property. Seller agrees to promptly disclose to Buyer such intellectual property and hereby irrevocably transfers, conveys and assigns to Buyer all of its worldwide right, title, and interest in and to such intellectual property. Buyer shall have the exclusive right to apply for or register any patents, mask work rights, copyrights, and such other proprietary protections, with respect to such intellectual property, on a worldwide basis, and to require the incorporation of such intellectual property into the deliverables at no additional charge. Seller shall execute such documents, render such assistance, and take such other actions as Buyer may reasonably request to apply for, register, perfect, confirm, and protect Buyer’s intellectual property rights under this section. Seller shall be solely responsible for any compensation payable, by law or by contract, if any, to individual inventors of Seller.

23. ASSIGNMENT.

Seller agrees that all or any portion of the Purchase Agreement and any related documents executed by the parties pursuant to the Purchase Agreement, at the sole election of Buyer, may be assigned in whole or in part by Buyer to any affiliate of Ohio Transmission LLC, or to any successor in interest (“Successor”) or its affiliate(s), and Seller hereby consents to such assignment and the change-in-control from Ohio Transmission LLC and its affiliates, on the one hand, to any Successor and its affiliates on the other hand. In addition, and if directed by Buyer, prior to consummation of any change-in-control, Seller will enter into a duplicate of the Purchase Agreement with an affiliate of Ohio Transmission LLC or
following consummation of the transaction, the Successor or its affiliate(s). Said duplicate Purchase Agreement(s) will reflect the business assigned without any change or impact to the provisions or terms adverse to Buyer.

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