Unsere

Allgemeinen Geschäftsbedingungen

Allgemeine Einkaufsbedingungen der Becker Familienholding GmbH & Co. KG

1. Abschluss des Vertrages

1.1 Dem Vertrag zwischen dem Auftraggeber und dem Auftragnehmer liegen ausschließlich diese Allgemeinen Einkaufsbedingungen zugrunde. Allgemeinen Geschäftsbedingungen des Auftraggebers wird hiermit widersprochen. Die Allgemeinen Einkaufsbedingungen des Auftraggebers gelten auch für alle künftigen Lieferungen und Leistungen des Auftragnehmers an den Auftraggeber bis zur Geltung von neuen Allgemeinen Geschäftsbedingungen des Auftraggebers.

1.2 Bestellungen, Vereinbarungen und Änderungen sind nur verbindlich, wenn sie von der Einkaufsabteilung des Auftraggebers schriftlich, durch Telefax oder in elektronischer Form erteilt oder bestätigt werden.

2. Preise

2.1 Die vereinbarten Preise sind Festpreise und verstehen sich zuzüglich der jeweils gültigen Umsatzsteuer – frei Verwendungsstelle verzollt einschließlich Verpackungs- und Frachtkosten.

3. Ursprungsnachweise, umsatzsteuerrechtliche Nachweise, Exportbeschränkungen

3.1 Vom Auftraggeber angeforderte Ursprungsnachweise wird der Auftragnehmer mit allen erforderlichen Angaben versehen und ordnungsgemäß unterzeichnet unverzüglich zur Verfügung stellen. Entsprechendes gilt für umsatzsteuer rechtliche Nachweise bei Auslandsund innergemeinschaftlichen Lieferungen

4. Lieferung, Termine, Verzögerungen

4.1 Vereinbarte Termine und Fristen sind verbindlich. Maßgebend für die Einhaltung des Liefertermins oder der Lieferfrist ist der Eingang der Ware beim Auftraggeber. Ist nicht Lieferung „frei Werk“ (DDU oder DDP gem. Incoterms 2010) vereinbart, hat der Auftragnehmer die Ware unter Berücksichtigung der mit dem Frachtführer abzustimmenden Zeit für Verladung und Versand rechtzeitig bereit zu stellen.

4.2 Über Terminverzögerungen muss der Auftragnehmer den Auftraggeber unverzüglich schriftlich informieren, wenn Umstände eintreten oder erkennbar werden, wonach die Lieferzeit nicht eingehalten werden kann.

4.3 Im Falle eines Lieferverzugs behält sich der Auftraggeber das Recht vor, jegliche Zusatzkosten durch den Einsatz alternativer Ware, alternativen Bezugsquellen, Fertigungsauftragsverlagerungen bzw. Produktionsplanänderungen, sowie ungeplanten Rüstungen, Sonderschichten, Sonderfahrten etc. dem Auftragnehmer in Rechnung zu stellen.

5. Qualität

5.1 Der Auftragnehmer verpflichtet sich zur Einhaltung der Materialspezifikation des Auftraggebers. Jegliche Abweichungen sind vor Auslieferung in schriftlicher Form anzuzeigen. Eine Auslieferung der Ware darf nur nach schriftlicher Freigabe der Abweichungserlaubnisanfrage durch den Auftraggeber erfolgen.

5.2 Qualitäts- und Quantitätsabweichungen sind jedenfalls rechtzeitig gerügt, wenn der Auftraggeber sie dem Auftragnehmer innerhalb von 10 Werktagen seit Eingang der Ware bei dem Auftraggeber mitteilt. Versteckte Mängel sind jedenfalls gerügt, wenn die Mitteilung innerhalb von fünf Werktagen nach Entdeckung an den Auftragnehmer erfolgt.

6. Mängelansprüche und Rückgriff

6.1 Bei Mängeln stehen uns uneingeschränkt die gesetzlichen Ansprüche zu.

6.2 Verursachte Stör-, Prüf-, Rüst- und sonstige Mehrkosten, die durch mangelhafte Qualität des Produktes verursacht werden, werden im vollen Umfang an den Auftragnehmer weiterbelastet.

7. Produkthaftung

7.1 Werden wir aus Produkthaftung in Anspruch genommen, verpflichtet sich der Auftragnehmer, uns von derartigen Ansprüchen frei zu stellen, sofern und soweit der Schaden durch einen Mangel des vom Auftragnehmer gelieferten Vertragsgegenstandes verursacht worden ist. In den Fällen verschuldensabhängiger Haftung gilt dies jedoch nur dann, wenn den Auftragnehmer ein Verschulden trifft. Der Auftragnehmer übernimmt in diesen Fällen alle Kosten und Aufwendungen, einschließlich der Kosten einer etwaigen Rechtsverfolgung oder Rückrufaktion. Im Übrigen gelten die gesetzlichen Bestimmungen.

8. Erfüllungsort, Teilunwirksamkeit, Gerichtsstand, anwendbares Recht

8.1 Erfüllungsort für beide Seiten und ausschließlicher Gerichtstand für alle Streitigkeiten aus dem Vertrag ist der Sitz des Auftraggebers.

8.2 Sollte eine Bestimmung dieser Bedingungen und der getroffenen weiteren Vereinbarungen unwirksam sein oder werden, so wird dadurch die Gültigkeit der Bedingungen im Übrigen nicht berührt. Der Auftraggeber und der Auftragnehmer sind verpflichtet, die unwirksame Bestimmung durch eine ihr im wirtschaftlichen Erfolg möglichst gleichkommende Regelung zu ersetzen.

8.3 Ergänzend zu den Vertragsbestimmungen gilt ausschließlich das für die Rechtsbeziehungen inländischer Parteien maßgebliche Recht der Bundesrepublik Deutschland unter Ausschluss des Kollisionsrechts und des Übereinkommens der Vereinten Nationen über Verträge über den internationalen Warenverkauf (CISG)

General Terms and Conditions of Supply, ACP SARL

1. Area of application, Offers

1.1 These general conditions of sale and delivery apply for all contracts with companies and other organisations, including future contracts with companies, legal persons under public law and special public funds, supply and other services including works contracts and the supply of none-fungible goods. Conditions of purchase of the customer are not accepted even if not expressly contradicted following receipt by us.

1.2 Our offers are without obligation. Our written order confirmation is binding as regards the object of the agreement. Agreements by word of mouth, guarantees, subsidiary agreements and contractual modifications must be confirmed in writing in order to be valid.

1.3 The documents relating to our offers, such as illustrations, drawings and data relating to weight and dimensions, are approximate if not stated expressly to be binding. We retain rights of ownership and copyright in our cost estimates, drawings and other documents; these may not be made accessible to third parties.

2. Prices

2.1 Unless otherwise agreed, our prices are ex works. VAT is added to deliveries within Germany.

2.2 If costs increase to a significant extent between conclusion of the contract and date of delivery, such as in particular costs for salaries, raw materials, semi-finished products, energy or freight, the agreed price can be modified in accordance with the influence of the relevant cost factors.

2.3 If no agreement is made to the contrary or no statement to the contrary is contained in our invoices, payment is due for our invoices immediately following delivery, without deduction. Payment shall be effected in such a way that the payment is at our disposal on the due date. Bills of exchange and cheques are only acceptable by agreement and on account of performance and only if discounting is possible. Any costs connected with payment shall be borne by the customer.

2.4 If the date for payment is exceeded or if payment is delayed, interest shall be charged at the rate of 8% above bank base rate, unless a higher rate of interest has been agreed. We reserve the right to claim further damages in connection with delayed payment.

2.5 Rights of retention and rights to offset payment on the part of the customer are only acceptable if his counterclaims are undisputed or established by law.

3. Delivery and transfer of risk.

3.1 Delivery times which are stated are approximate. Delivery periods start at the earliest on the date of our order confirmation, however not before supply of necessary documents, approvals and releases by the customer. Any agreed deposits must also have been paid.

3.2 The delivery date is considered fulfilled if the item to be delivered has left our factory on that date, or, if the goods cannot be despatched or cannot be despatched in good time through no fault of our own, if the customer has been informed that the goods are ready for collection.

3.3 Our obligation to supply assumes correct and prompt deliveries by our subsuppliers, unless such incorrect or late delivery is attributable to ourselves or our actions. The delivery period shall be correspondingly extended in case of working disturbances, in particular strikes and lockouts as well as the occurrence of unforeseeable obstacles which lie outside our sphere of influence, in so far as such obstacles can be proven to have considerable influence on our production or supply of the product. This shall also apply if unfavourable circumstances arise in our subsuppliers‘ companies. The obstacles and circumstances shall also not be considered our responsibility if they occur within an existing delay. We shall inform the customer of the start and end of such obstacles to supply as soon as possible.

3.4 Goods which are declared ready for collection must be collected immediately by the customer. Otherwise we shall be entitled, at our discretion, to despatch or store the goods at the cost and risk of the customer.

3.5 Risk is transferred to the customer with transfer of the goods to a carrier or road haulage company, or when storage begins in accordance with Item 3 above, at the latest however when the goods leave our factory or warehouse. This also applies if delivery is effected by ourselves. We arrange insurance on request and at the expense of the customer.

3.6 In the absence of special agreement we select the means of transportation, the transport route and the carrier or road haulage company.

3.7 We are entitled to make partial deliveries to an extent which is reasonable.

3.8 The customer shall accept goods delivered, even if these exhibit minor defects.

3.9 In case of delayed delivery, the customer can set a reasonable period of grace. If delivery is not effected within this agreed period, the customer shall be entitled to withdraw from that part of the contract which has not yet been fulfilled. Claims for damages in such cases shall be regulated according to Paragraph V11 of this contract.

4. Retention of title

4.1 All goods supplied shall remain our property (goods subject to retention of title) until complete payment has been made. This applies in particular to payments that are due to us within the framework of this contractual arrangement (current account reservation). This shall also apply to future claims arising from the business relationship, for example from accepted bills of exchange and also if payments are to be made for particular claims. The right to receive payment finally ends with payment of all amounts due, including payments in connection with current account reservation.

4.2 Further processing of the goods subject to retention of title is carried out for us as the manufacturer in the sense of § 950 German Civil Code without obligation for us. The processed goods are considered to be goods subject to retention of title in the sense of the aforementioned Item 1. In the case of processing, modification or combination with other goods which are not our property, we shall be entitled to joint ownership in the new item to the amount of our proportion of the goods expressed as the proportion of the invoiced value of the processed, modified or combined goods subject to retention of title to the invoiced value of the other processed, modified or combined goods.

4.3 The customer may only sell the goods subject to the retention of title within the normal course of business and as long as his payments
for the goods are not delayed, provided that rights from further sales are assigned to us in accordance with Items 4 and 6 below.

4.4 In case of further sale of the goods subject to retention of title or the new processed item, the manufacturer already now assigns his rights against the customer to us as regards payment,
including all current accounts balances in the sense of providing security, without the need for special agreement. If the goods subject to retention oftitle are sold by the customer together with
other goods not sold by us the claims from the further sale will be assigned to us in the proportion of the invoiced value of the goods subject to retention of title to the invoiced value of the other goods which are sold. In the case of sale of goods in which we hold joint title a portion corresponding to our proportion of the goods shall be assigned to us. We already now accept this preliminary assignment. In relation to all the aforementioned claims we shall be entitled without limitation to separation and recovery of assets or recovery of equivalent assets.

4.5 The customer is entitled to call in the claims assigned to us. This right to call in the claims does not entitle the customer to dispose ofthe claims in other ways, for example by means of assignment or pledging as security. If the customer does not fulfil his obligation to us in good time, we shall be entitled to cancel the right to call in claims and to require of the customer that he informs his customer in turn of the assignment of rights.

4.6 If the value of the existing securities exceeds the secured claims by more than 20% in total, on request of the customer we shall be obliged to release corresponding securities of our choice.

4.7 If the manufacturer is late with payment or if he does not honour a bill of exchange when it falls due, we shall be entitled to take back the goods subject to retention of title and to enter the premises of the customer for this purpose. The same applies if after conclusion of the contract it becomes clear that our claim to payment arising from this contract or from other contracts concluded with the customer is endangered because of insolvency. Reclamation of the goods does not indicate withdrawal from the contract. The rules of the provisions governing insolvency shall remain unchanged.

4.8 The customer shall inform us immediately of any seizure of the goods or other measures which influence our interest in the goods. The customer is responsible for all costs arising from cancellation of the seizure or return transportation of the goods subject to retention of title, in so far as these costs are not borne by third parties.

5. Nature of the goods, quality, dimensions and weights

5.1 The nature of the goods basically only consists of the characteristics described in our product descriptions, specifications and identification markings or labels. Public statements, advertising or similar do not constitute a binding specification of the nature of the goods.

5.2 Advice given by us by word of mouth in writing and in the form of trials or tests is offered according to the best of our knowledge and belief, but is only offered without obligation. This also applies in relation to any protective rights of third parties. Such advice does not free the customer from the obligation to check the suitability of products supplied for by us for the intended processes and purposes. Use and processing of the products are implemented outside our sphere of influence and therefore lie exclusively within the area of responsibility of the customer.

5.3 Excess or decreased deliveries are permitted, depending on dimensions, invoice position and individual call off as follows: under 5t up to 30%, between 5t and 15t up to 20% and over 15t up to 10%. Otherwise, deviations as regards volumes, dimensions, weight, quality and other specifications are possible in accordance with DIN EN standards or if such deviations are common in normal industrial practice.

5.4 We are not able to observe the precise individual weights and sizes of rollers as specified by the contract. For this reason 10% per item deviation as regards weight and size is permissible.

5.5 Packaging material and intermediate layers are included in the weight. The theoretical weight of pallets is deducted in the absence of express agreement to the contrary.

5.6 The weights are established on our scales and are binding for invoicing. Proof of weight is given by presentation of the weighing card. Complaints with regard to weights delivered must be made in writing within 1 week of delivery of the goods at the specified destination.

6. Liability for defects

6.1 Complaints regarding defects in the goods must be submitted immediately in writing, however at the latest 10 days following delivery. This also includes cases in which another item or a too-small quantity is delivered. Defects which cannot be discovered within this period, even on careful inspection, must be communicated immediately in writing on discovery, however before completion of the agreed or legally specified period of grace.

6.2 In case of justified complaints made within the specified period we may select repair of the goods or replacement by defect-free goods. If the supplier fails to repair the goods or refuses to supply defect-free goods within an appropriate period the customer shall be entitled to withdraw from the contract or reduce the price. If the defect is not significant or the goods have already been sold, processed or modified, the customer shall only be entitled to a reduction in price.

6.3 We shall receive the opportunity to establish the defect for ourselves. The goods which are allegedly defective or samples of these must be returned to us immediately. We shall bear the transport costs if the complaint is justified. If the customer does not fulfil these obligations or if changes have already been made to goods which are the subject of complaint without our permission, no claims to compensation will be accepted.

6.4 We shall only be responsible for costs in connection with supply of replacement goods in so far as these are appropriate in the individual case, in particular in relation to the price of the goods. We shall cover expenses which arise because the goods have to be transported to a different location from that already agreed, unless this would contravene the conditions of the contract.

6.5 After implementation of an agreed goods acceptance procedure by the customer, submission of complaints regarding defects which could have been detected in the course of the agreed acceptance procedure is not acceptable. If the customer has remained unaware of a defect as a result of negligence on his part, he can only claimwith regard to such defects if we concealed the defect with intent to deceive or if we offered guarantees for the nature or characteristics of the goods.

6.6 Other claims of the customer are regulated by Paragraph 7 of these terms and conditions. Rights of recourse of the customer according to §§ 478,479 of the German Civil Code shall remain unaffected.

7. General limitation of liability and lapse

7.1 We shall only be liable in cases of infringement of contractual and extra-contractual obligations, in particular with regard to impossibility, delay, blame, errors during drafting and preparation of the contract, including for our managers and other vicarious agents, in cases of deliberate intent and gross negligence, limited to the typical contractual damages which could be foreseen at the time of conclusion of the contract. Otherwise we shall not be liable. This exclusion also applies for defects and damages consequential upon defects. These limitations shall not apply in case of negligent infringement of basic contractual obligations in so far as achievement of the contractual goals is endangered. Nor shall they apply in case of negligent injury to life, limb and health and also and if and in so far as we have taken over a guarantee for the nature of the goods sold, as well as in cases of mandatory liability arising from product liability law. Requirements regarding demonstration of proof shall remain unaffected.

7.2 Contractual claims which have occurred to the customer from and in connection with the supply of the goods lapse one year following delivery of the goods if not otherwise agreed and longer periods are not prescribed by law. Our liability arising from deliberate and grossly negligent neglect of duty, damage caused though negligence to life, limb and health as well as lapse of rights of regress according to §§478 and 479 German Civil Code shall remain unaffected.

8. Implementation of subcontracted orders

8.1 In contradiction to Paragraph VII of these terms and conditions, in the case of sub- contracted orders we only accept liability for the proper execution of the work for which we are responsible and up to the amount of the actual cost of work or costs confirmed by us. This also applies if the customer’s materials which were supplied to us for processing on a sub-contracted basis suffer a decrease in value because of demonstrable errors in our work. We do not offer a guarantee of perfect finishing of goods processed by us on a sub contracted basis, as in this case we are dependant on the quality of the goods which are supplied to us. The previous sentence also applies for goods supplied to us which are not in accordance with the contract.

8.2 Otherwise Paragraph VI applies correspondingly for the implementation of sub- contracted orders.

9. Infringement of protective rights and tool costs

9.1 If items are supplied according to drawings, samples, or other information of the customer and if patents, registered designs, copyright or other protective rights of third parties are infringed as a result, the customer shall be liable to us for the resulting damages and loss of profits.

9.2 If the customer takes over tool costs or a proportion of tool costs, use of the tools can only be limited to use for the customer’s purposes or to manufacture of goods for the customer if the customer holds protective rights in the goods to be manufactured. However, the limitation must be expressly stated to us by the customer. In any event the tools remain in our possession and are our property.

10. Place of fulfilment, legal venue and governing law

10.1 Place of fulfilment and legal venue for all claims arising from business relationships and in particular with reference to our supplies and services is Wuppertal. This legal venue also applies with regards to conflicts regarding establishment and effectiveness of the contractual relationship. At our discretion we shall be entitled to make complaint before the court responsible at the registered office of the customer.

10.2 The law of the Federal Republic of Germany shall govern all legal relationships between us and the customer supplementary to these provisions, excluding the UnitedNations Convention on Contracts for the International Sale of Goods of 11.04.1980.

“ACP Canada” Terms and Conditions

1. CONTRACT.

This Purchase Order („Order“) is the entire contract between “ACP Canada”, as applicable, and the Seller named on the face of the Order with respect to the goods or materials ordered and any related services (collectively, „Goods“) and it supersedes any prior communications or agreements between the parties about the Goods. The term “The Company “ in this document refers to ACP Canada. Any documents incorporated or referred to in this Order or in any releases issued to Seller hereunder are a part of this Order, except that any references to Seller’s quotation or other form of offer for the Goods is for information only and “The Company” hereby rejects all terms and conditions proposed by Seller therein. These Terms and Conditions („Terms“) will apply to all purchases made by “The Company” under this Order and any related releases unless modified or waived by any specific different terms stated on the face of the Order or release, regardless of any course of dealing or industry practice to the contrary. Captions in these Terms are for convenience only.

2. ACCEPTANCE.

Seller’s written acknowledgment of this Order, commencement of work on the Goods, or delivery of any Goods hereunder will constitute its acceptance of these Terms. Without “The Company’s written consent, no additional or different terms proposed by Seller in its acknowledgment or otherwise will be effective to modify this Order and Seller will be deemed to have accepted the Order without such modifications.

3. SELLER’S STATUS.

Seller is an independent contractor and not an employee, agent or partner of or joint venturer with “The Company”.

4. ASSIGNMENT.

Seller may not assign or subcontract this Order or any of its rights or obligations hereunder without “The Company’s prior written consent and any purported assignment in violation of this provision will be void.

5. CHANGES TO ORDER.

“The Company” may change this Order in any respect at any time by written notice to Seller. Seller will promptly notify “The Company” if any such change materially affects Seller’s costs of producing the Goods or delivery schedule for them. On receipt of such notice and such supporting documentation as “The Company” may reasonably require, “The Company” will adjust the price and/or schedule equitably, at its discretion, and this Order will be deemed amended accordingly.

6. PACKING AND SHIPMENT.

Seller will pack and ship the Goods in accordance with “The Company’s instructions, furnish all shipping documents required by “The Company”, and plainly mark “The Company’s name and the Order number on all packages and documents. “The Company’s count or weight will be final and conclusive for all shipments.

7. DELIVERY.

Unless otherwise stated on the face of the Purchase Order, the Goods are sold „F.O.B. Sherbrooke“ “The Company’s designated facility (if originating within the USA) or „Delivered Duty Paid“ (as defined in Incoterms 2000) to “The Company’s designated facility (if originating outside the USA) and Seller will bear all risks and costs of delivering the Goods, including shipping and insurance charges, duties, taxes and other charges. Seller will deliver all Goods in accordance with “The Company’s instructions about volume, mix and delivery dates and times. If any Goods are delivered in excess of volumes ordered or in advance of schedule, “The Company” may return them at Seller’s expense or retain them and invoice Seller for any resulting handling and storage costs. “The Company” will not process invoices for Goods shipped in advance of schedule until the scheduled delivery date. “The Company” may change scheduled deliveries at any time by written notice to Seller and will reimburse Seller for reasonable, documented, unavoidable incremental costs incurred by Seller due to such changes. Time is of the essence in Seller’s performance of this Order. If Seller fails to deliver any shipment of Goods in accordance with “The Company’s instructions, “The Company” may cancel the shipment and/or purchase substitute goods. Seller will reimburse “The Company” for its incremental costs in procuring any substitute goods and for any costs or losses “The Company” incurs due to such delivery failure.

8. INSPECTIONS.

“The Company” and its customers may inspect and/or test the Goods at any time, at their own expense, and Seller will make its premises available for this purpose and provide any necessary assistance at no charge. However, no inspections or tests by “The Company” or its customers will relieve Seller of any of its obligations hereunder relating to the Goods. If “The Company” finds any Goods to be defective or not in conformity with its specifications or requirements, it may return them for a refund of the purchase price, require Seller to repair or replace them, or rework or repair them (itself or through third parties) and Seller will reimburse “The Company” for the resulting costs.

9. QUALITY.

Seller will comply with the ISO-9000 Quality System Requirements, a capability of Cpk of 1.33 on their processes and any other quality standards and procedures furnished by “The Company”. Any nonconformance must be approved by “the company” using deviation request.

10. COMPETITIVENESS, PRICE WARRANTY.

At all times while performing this Order, Seller will be competitive in price, quality, delivery, technology and service with respect to the Goods. Seller warrants that its prices to “The Company” for the Goods are and will remain no less favorable than its prices to other customers for the same or comparable goods in comparable quantities. Seller agrees to reduce its prices under this Order if necessary, at any time to maintain this warranty.

11. INVOICES, PAYMENT.

Unless otherwise stated in the Order, Seller will invoice “The Company” the day shipment leaves the slitter, and “The Company” will pay the invoices within 60 days after receipt. The invoice must be received on or before shipment is received by the company. Seller will mark “The Company’s name and order number on all invoices. “The Company” may withhold or set off from any invoice payment any amount as to which a bona fide dispute exists under this Order or arising out of any other transaction with Seller. Payment will not constitute acceptance of any defective or non-conforming Goods.

12. CONFIDENTIAL INFORMATION.

Except as necessary to perform this Order, as required by law and with prior written notice to “The Company”, or with “The Company’s prior written consent, Seller will, at all times, keep confidential all information, drawings, Customer and technical specifications and data of any kind or nature furnished by or on behalf of “The Company” (whether in writing, electronically, orally, or visually) or derived or developed by Seller therefrom in the course of performing this Order. Seller will not divulge such confidential information, use it for its own benefit or for the benefit of any other party, or copy it or permit copies to be made. These confidentiality obligations will not apply to information lawfully known by Seller at the time of disclosure by “The Company” or obtained by Seller from a third party lawfully entitled to disclose it, or to information that is or becomes public knowledge other than through disclosure by Seller. Seller will not publish or advertise the existence or nature of this Order without “The Company’s prior written consent.

13. ACCESS TO FACILITIES.

Access to facilities shall be made available on request to Purchaser’s Quality Assurance Representatives including any representative of the Purchaser’s Customer for the purpose of product verification and evaluation of source controls. Such verifications and evaluation shall not absolve Seller from its responsibility to supply conforming product nor preclude subsequent rejection for non-conformity.

14. CERTIFICATION BODY / REGISTRAR NOTIFICATION.

If its customer on any of the following status puts a supplier, the supplier shall notify “The Company” Canada in writing within 5 working days of the situation.

15. Chrysler „Need of Improvement, Ford Q-1 Revocation, GM Level II Controlled Shipping.

If a supplier is put on probation by its registrar, the supplier shall notify “The Company” in writing within 5 working days of the situation.

16. INTELLECTUAL PROPERTY RIGHTS, PATENT WARRANTY.

If “The Company” furnishes the design for the Goods or reimburses Seller in whole or part for designing them, then “The Company” will own all intellectual property rights relating to the design. If Seller furnishes the design for the Goods or bears the full cost of designing them, then Seller will own all intellectual property rights relating to the design. In the latter event, Seller hereby grants “The Company” a royalty-free license to use such intellectual property to rework, repair or replace any defective or non-conforming Goods. Each party warrants to the other that any designs, which it furnishes hereunder, will not infringe or contribute to the infringement of any U.S. or foreign patent or patent right or other third-party intellectual property right.

17. WARRANTY.

Seller further represents and warrants to Purchaser that; The goods and services supplied hereunder will conform to the specifications, drawings, samples or other descriptions furnished or specified by Purchaser and will be merchantable of good material and workmanship and free of defect; That the goods which are Seller’s own products or are in accordance with Seller’s specifications will be fit and sufficient for their intended purpose and if such goods are subject to the Motor Vehicle Safety Act of Canada or the National Traffic and Motor Vehicle Safety Act of the United States or any similar legislation of any Province of Canada such goods conform to all safety standards established under such legislation; and Seller will indemnity and save Purchaser its customers and users of its products, harmless against any claims, demands or damages arising out of or incidental to the breach of this representation and warranty or the goods not conforming to such standards including without limitation the manufacturing costs and loss of profits and other special damages suffered by Purchaser by reason of such breach.

18. LEGAL COMPLIANCE.

Seller warrants that it will comply with all applicable laws, regulations, ordinances and orders in performing this Order and will furnish “The Company” and its designees with such certificates or reports of legal compliance as “The Company” may request from time to time.

19. ON SITE (HAZARDOUS MATERIALS).

Suppliers and contractors will exercise due diligence to prevent contamination of soil, air, surface water and ground water, on and around the facility. They will also comply with all applicable health, safety and environmental legislation. While performing their activities, they must ensure the proper disposal of material and waste used or produced at the facility. Seller warrants that it will properly classify, describe, package, mark, label and provide any necessary Material Safety Data Sheets for the Goods and will pack and ship them in compliance with all applicable hazardous materials laws, regulations, ordinances and orders.

20. SPECIAL TOOLING.

All dies, jigs, fixtures, drawings, molds, patterns, templates, gages and the like that “The Company” provides to Seller or pays Seller (in whole or in part) to make or buy for use in performing this Order (collectively, „Tooling“) are the personal property of “The Company” or “The Company’s customers, as the case may be. “The Company” will not be obligated to pay for such Tooling, if applicable, until Seller has provided “The Company” with an itemized list and adequate cost records for the same and “The Company” has accepted the Tooling or the first run of Goods manufactured or assembled therewith. If Seller fails to provide adequate cost records, “The Company” will be not be obligated to pay more than the fair market value of the Tooling, regardless of the Tooling purchase price set out in the Order. While the Tooling is in its possession or custody, Seller will be responsible for any loss or damage to the Tooling and for all taxes, assessments, and similar charges levied with respect to or on it. Seller will label the Tooling in accordance with “The Company’s instructions to permit accurate identification and will segregate it from other tooling in Seller’s possession to the extent practicable. At its own expense, Seller will repair and maintain the Tooling, keep it in good working condition, and replace it when necessary for any reason, including normal wear and tear. Seller will use the Tooling exclusively to produce Goods for “The Company” hereunder and for no other purpose. Upon expiration, cancellation, or termination of this Order, Seller will hold the Tooling and any operation sheets, process data, or other information necessary to show its use, at no charge, pending receipt of “The Company’s instructions about its removal or disposition, which will be at “The Company’s expense. Seller hereby authorizes “The Company” and/or “The Company’s customer, as applicable, and its agents, on Seller’s behalf and as its attorney-in-fact, to prepare, sign and file such Uniform Commercial Code financing statements and amendments thereto and similar documents as it deems necessary to evidence its ownership of the Tooling.

21. TRADE CREDITS, COUNTRY OF ORIGIN.

All trade credits, export credits, customs drawbacks, tax and fee rebates and the like relating to this Order will belong to “The Company”. Seller will cooperate with “The Company” in obtaining these benefits and credits. Seller will furnish “The Company” and its designees with such documentation establishing the country of origin and value of the Goods as “The Company” may request, including, as applicable, affidavits of manufacture and NAFTA certificates of origin.

22. INDEMNIFICATION.

Seller will defend and indemnify “The Company” and its directors, employees, agents, customers, end users, successors and assigns from and against all actual and alleged claims, liabilities, suits, damages, losses and expenses (including attorneys‘ fees and legal costs) arising from or caused, in whole or part, by Seller’s breach of any provision, term or condition of this Order (including, without limitation, Seller’s warranties hereunder); Seller’s negligent or willful acts or omissions in performing this Order; and/or any event leading to “The Company’s cancellation of this Order under Paragraph 25.

23. INSURANCE.

Seller will maintain insurance coverage, at its own expense and in amounts and with insurers satisfactory to “The Company”, for workers‘ compensation, products liability, public liability (including contractual and product liability) and automobile liability. On request, Seller will furnish “The Company” with certificates of insurance that evidence this coverage, name “The Company” as an additional insured, and require written notice to “The Company” 15 days prior to the cancellation or reduction of coverage. At “The Company’s option, Seller may furnish evidence of self-insurance. Compliance with this Paragraph 20 will not relieve Seller of its defense and indemnification obligations under Paragraph 20.

24. TERMINATION.

“The Company” may terminate this Order for convenience at any time by written notice to Seller. On termination, “The Company” will be liable to Seller solely for unpaid invoices for conforming Goods previously shipped and for Seller’s reasonable, documented costs of raw materials, workin-process and finished Goods that cannot be canceled without penalty or sold in the general trade, not to exceed the volumes specified in this Order (if a spot Order) or in any open releases hereunder (if a blanket Order) and payable only after “The Company’s receipt of the same.

25. CANCELLATION.

“The Company” may cancel this Order without liability or further obligation hereunder by 15 days‘ written notice to Seller if Seller breaches any provision, term or condition of the Order (or “The Company” anticipates such breach); provided, that the cancellation will be void if Seller cures the breach (or provides assurances of performance acceptable to “The Company”) within the 15-day notice period. “The Company” may cancel this Order immediately by written notice to Seller without liability or further obligation hereunder (i) if Seller fails or refuses to furnish “The Company” promptly with such information and assurances as “The Company” may request, from time to time, about Seller’s financial and operating conditions and ability to supply Goods under this Order, and (ii) to the extent not restricted by law, in the event of Seller’s insolvency, the filing of a voluntary or involuntary petition in bankruptcy by or against Seller, the appointment of a receiver or trustee for Seller, Seller’s execution of an assignment for the benefit of creditors, or a comparable event.

26. FORCE MAJEURE.

Neither party will be liable for delays in its performance of this Order due to events beyond its reasonable control (including, without limitation, acts of God, fire, flood, acts of war, and acts of sovereign governments), provided that such party notifies the other promptly of the nature and expected duration of the delay and uses all reasonable commercial efforts to mitigate any resulting losses or damages to the other party. If Seller experiences any delay that continues for more than 15 days, “The Company” may, without liability, cancel this Order or any open releases hereunder, in whole or part, by written notice to Seller.

27. BINDING EFFECT.

This Order is binding on the parties and their respective directors, officers, employees, agents, subcontractors, successors and permitted assigns.

28. CUMULATIVE REMEDIES.

“The Company’s remedies herein are cumulative and in addition to any other or further remedies available to it at law or equity.

29. WAIVER.

“The Company’s failure to enforce any right provided herein or to which it is entitled at law or equity will not constitute a waiver of that right or of any other rights to which it is entitled.

30. GENERAL.

The Contract resulting from acceptance of this Purchase Order shall not be assigned without the prior written consent of Purchaser, shall benefit and bind the parties hereto and their respective successors, permitted assigns, heirs, executors and administrators and shall be construed in accordance with the domestic laws of the Province of Québec of whose courts shall have sole jurisdiction with respect to the subject matter here of provided that the United Nations Convention on Contracts for the International Sale of Goods shall not apply to the Contract resulting form the acceptance of this Purchase Order. Each waiver or consent by Purchase to be effective must be in writing and shall not constitute a continuing waiver or consent.

31. DISPUTE RESOLUTION.

The parties will attempt to resolve any dispute involving the interpretation, performance or nonperformance, or enforceability of the Order by prompt good faith negotiations and, if such negotiations fail, will consider alternate dispute resolution procedures before resorting to litigation.

32. ENGLISH FORM.

It is the express wish of the parties that this agreement be drawn up in the English language. Les parties confirment qu’il est de leur volonté express et réciproque que cette entente soit rédigée en anglais.

TERMS AND CONDITIONS OF SALE

1. TERMS AND CONDITIONS.

The following terms and conditions of sale apply to all quotations, offers, purchase orders, order acknowledgements, purchase contracts, and deliveries for the sale of goods (the “goods”) supplied by First American Resources Company, LLC (“the seller”), to the purchaser thereof (“buyer”). Terms and conditions contained in Buyer’s purchase order, or any other writing of Buyer in which Buyer manifests its intent to any terms of conditions of purchase that are different from, in addition to, in conflict with or otherwise vary the terms herein are void from the beginning and shall not be binding on Seller. These Terms and Conditions of Sale shall become effective, and are accepted by Buyer, at the latest upon Buyer’s receipt of all or part of the goods and materials sold hereunder. Seller’s acceptance of Buyer’s order is expressly conditional on Buyer’s assent to these Terms and Conditions of Sale. All orders by the Buyer are subject to acceptance by Seller at its office.

2. QUOTATIONS AND ORDER.

Seller’s written quotation and order confirmation, and these Terms and Conditions of Sale, shall be conclusive in determining the provisions of any contract between Seller and Buyer. Seller reserves the right to make changes in design and construction in the goods to be supplied; provided that such changes do not materially impair the operation or durability of the goods, and such changes shall not alter the price.

3. PURCHASE PRICE AND PAYMENT TERMS.

(a) Seller’s prices do not include federal, state or local sales, use, excise or other applicable taxes, and Buyer agrees to pay same, if any, and to indemnify and hold Seller harmless for any such taxes that Seller may incur. The amount of any such applicable taxes shall be paid by Buyer; (b) Payment of Seller’s invoice shall be made in full within thirty (30) days. A late payment charge of the lower of 1-1/2% per month or the maximum applicable legal rate shall be imposed on the entire outstanding balance of any account not paid within this period; (c) the invoice price shall be paid without deduction or offset; in addition, Buyer agrees to pay all expenses of collection, including reasonable attorneys’ fees, if price is collected by or through an attorney at law; and (d) if more than one delivery is specified herein, each shipment shall constitute a separate and independent transaction and Seller shall have the right to recover payment for each such payment without reference to any other. If, in the judgment of Seller, the financial responsibility of Buyer shall at any time become questionable or impaired, in the sole discretion of Seller, Seller may decline to make further deliveries under this contract except upon receipt, before shipment, of payment in cash for such deliveries and all prior unpaid deliveries or satisfactory security for such payment.

4. DELIVERY AND RISK OF LOSS.

Unless otherwise specified in a writing duly signed by both parties, the price(s) quoted are for a single shipment, F.O.B. & C.I.F. Seller’s plant. All shipping and transportation charges shall be the responsibility of Buyer unless otherwise specified. Delivery to Buyer’s designated representative or to a common carrier, licensed trucker, or the post office shall constitute delivery. Partial shipments shall be permitted. Contract modifications shall cause as appropriate extension of time of delivery by Seller. The time of shipment, delivery and start-up is Seller’s estimate. Seller will make reasonable efforts to arrange for shipment, delivery and start-up at such estimated times. Shipment date is not guaranteed by Seller and is not binding in the event of unforeseen circumstances, including but not limited to acts of God, fire, war, labor disputes, delay of delivery of essential materials, and other events and forces beyond Seller’s control. The risk of loss passes to Buyer when tendered F.O.B. Seller’s plant, irrespective of whether Seller is required to render additional services under the contract. In the event of a delay in shipment for which the Buyer is responsible, the risk of loss passes to Buyer as of the date the goods are ready for shipment.

5. ACCEPTANCE.

Buyer shall notify Seller of any defect, error, or shortage in any items received by Buyer, in writing, within thirty (30) days after delivery thereof. If Buyer fails to provide Seller with timely written notice, Buyer shall be deemed to have forever waived any defect, error, or shortage, and shall be deemed to have irrevocably accepted the items delivered as is.

6. FORCE MAJEURE.

In any event and in addition to all other limitations stated herein, Seller shall not be liable for any act, omission, result or consequence (including but not limited to any delay of delivery or performance) which is (i) due to any act of God; governmental regulation or requirement, including without limitation, performance pursuant to any government order, and any order bearing priority rating or place under any allocation program (mandatory or voluntary) established pursuant to law; local labor shortage, fire, flood or other casualty; shortage or failure of raw material, supply, fuel, power or transportation, breakdown of equipment; or any cause beyond Seller’s reasonable control whether of similar or dissimilar nature to those above enumerated; or (ii) due to any strike, labor dispute or difference with workmen regardless of whether Seller is capable of settling any such labor problem.

7. SECURITY AGREEMENT.

Until all amounts owed by Buyer to Seller pursuant to this contract or any other contract between Seller and Buyer are paid in full, Seller retains security title to the goods and Buyer grants to Seller a lien upon and purchase money security interest in the goods and all insurance and other proceeds there from under the Uniform Commercial Code or other applicable law. Buyer agrees to execute all documents and to do and perform all other acts which Seller may consider necessary, desirable or appropriate to further establish, perfect; or otherwise protect Seller’s security interest. Buyer hereby authorizes every present and future officer of Seller to execute in Buyer’s name and file on Buyer’s behalf any and all financing statements deemed necessary by Seller.

8. BUYER’S PROPERTY.

Buyer’s property shall be received and stored by Seller without liability for loss or damage from fire, water, theft, strikes, vandalism, act of God or other causes beyond Seller’s control. It is understood that any gratuitous storage of Buyer’s property shall be solely for the benefit of Buyer and not any third party.

9. DEVIATIONS IN AMOUNTS MANUFACTURED: SUBSTITUTIONS AND MODIFICATIONS.

Goods manufactured by Seller to meet Buyer’s specifications are subject to a plus or minus deviation of ten percent (10%) in quality of goods ordered, and such deviations shall constitute an acceptable delivery. Any excess or deficiency shall be charged or credited to Buyer proportionately. Seller’s records as to the quantities of materials shipped shall always govern except in case of proven error. Seller shall have the right to make substitutions and modifications in and to the items delivered hereunder so long as such substitutions or modifications do not or will not, in Seller’s judgment, materially impair the overall performance of the goods.

10. WARRANTY AND DISCLAIMER.

Seller warrants that the goods will be designed and manufactured so as to perform the functions as expressly set forth in the specifications, if any, which are part of this contract. This performance warranty shall be effective only if Buyer thoroughly tests the goods promptly, notifies Seller in writing of any deficiency in performance immediately upon the completion of such tests, and delivers to Seller a written performance report within ten (10) days after the completion of such tests. This warranty shall not apply unless Buyer gives prompt written notice to Seller of the specific defect and Buyer has met its own obligations under the contract, including payment. Seller shall be deemed to have fulfilled its performance warranty in the event the applicable specifications can be achieved within ten percent (10%) of the specifications upon performance testing. The foregoing warranty shall not cover and Seller makes no warranties concerning any defects arising from misapplication, neglect, alteration or accident; to improper or incorrect installation or maintenance; or to abnormal conditions of use, temperature, moisture, dirt or corrosive matter. THE WARRANTY HEREIN IS EXCLUSIVE, AND IN LIEU OF, AND SELLER DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR OTHERWISE ARISING BY OPERATION OF LAW, TRADE USAGE OR COURSE OF DEALING INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Buyer’s failure to provide timely written notice to Seller shall fully and completely release and discharge Seller from any obligation or liability for breach of any warranty. The foregoing warranty extends only to Buyer and to no other person.

11. REMEDIES AND LIMITATIION OF REMEDIES.

Subject to the above notice provisions, in the event of any breach of warranty, Seller shall, at its sole option, credit Buyer’s account or repair any defective goods or furnish replacement goods. THE REMEDIES SET FORTH HEREIN SHALL BE THE SOLE AND EXCLUSIVE REMEDIES AVAILABLE TO BUYER SO THAT SELLER’S CREDIT OF BUYER’S ACCOUNT OR REPAIR OR REPLACEMENT IS A FULFILLMENT OF ALL SELLER’S OBLIGATIONS, AND SELLER SHALL NOT BE LIABLE WHATSOEVER FOR DAMAGES BEYOND THE PRICE OF GOODS PURCHASED BY BUYER WHETHER IN CONTRACT (ACTUAL, CONSEQUENTIAL, INCIDENTAL OR OTHERWISE), IN TORT OR UNDER ANY WARRANTY OR OTHER LEGAL THEORY.

12. LIMITATION OF LIABILITY.

Seller shall in no event be liable to Buyer for injury to persons or damage to property arising out of or in connection with the sale, assembly, use, installation, or employment of the goods, whether arising from any claim based upon contract, warranty, tort, strict liability, or otherwise, for any amount in excess of the amount actually paid by Buyer to Seller for the goods.

13. CANCELLATION.

This contract shall not be cancelled or terminated without the written consent of Seller.

14. NO WAIVER.

Seller’s failure to insist on performance of any of the terms and conditions herein in any specific instance shall not thereafter waive any other terms, conditions or privileges, whether of the same or similar type.

15. GOVERNING LAW.

The laws of the state of Georgia shall govern and apply to this contract, its construction, interpretation, effect, validity and enforceability performance and nonperformance ther under and the consequence thereof. Seller and Buyer specifically consent to jurisdiction in federal court within the Northern District of Georgia or any state court within Cobb County, Georgia, which courts shall together constitute the exclusive forum in which disputes arising out of this agreement are to be resolved, the parties specifically submitting to personal jurisdiction and waiving all objections to jurisdiction and venue.

16. MISCELLANEOUS.

The heading contained herein are for convenience of reference only and shall not affect the meaning or interpretation of the terms and conditions hereof. The contract contains the entire agreement and understanding between the parties with respect to its subject matter, and the Terms and Conditions hereof shall not be modified or amended except by express written amendment signed by the duly authorized representatives of the parties.

“ACP Mexico” Terms and Conditions

1. CONTRACT.

This Purchase Order („Order“) is the entire contract between “ACP Mexico”, as applicable, and the Seller named on the face of the Order with respect to the goods or materials ordered and any related services (collectively, „Goods“) and it supersedes any prior communications or agreements between the parties about the Goods. The term “The Company “ in this document refers to ACP Mexico. Any documents incorporated or referred to in this Order or in any releases issued to Seller hereunder are a part of this Order, except that any references to Seller’s quotation or other form of offer for the Goods is for information only and “The Company” hereby rejects all terms and conditions proposed by Seller therein. These Terms and Conditions („Terms“) will apply to all purchases made by “The Company” under this Order and any related releases unless modified or waived by any specific different terms stated on the face of the Order or release, regardless of any course of dealing or industry practice to the contrary. Captions in these Terms are for convenience only.

2. ACCEPTANCE.

Seller’s written acknowledgment of this Order, commencement of work on the Goods, or delivery of any Goods hereunder will constitute its acceptance of these Terms. Without “The Company’s written consent, no additional or different terms proposed by Seller in its acknowledgment or otherwise will be effective to modify this Order and Seller will be deemed to have accepted the Order without such modifications.

SELLER’S STATUS.

Seller is an independent contractor and not an employee, agent or partner of or joint venturer with “The Company”.

1. ASSIGNMENT.

Seller may not assign or subcontract this Order or any of its rights or obligations hereunder without “The Company’s prior written consent and any purported assignment in violation of this provision will be void.

2. CHANGES TO ORDER.

“The Company” may change this Order in any respect at any time by written notice to Seller. Seller will promptly notify “The Company” if any such change materially affects Seller’s costs of producing the Goods or delivery schedule for them. On receipt of such notice and such supporting documentation as “The Company” may reasonably require, “The Company” will adjust the price and/or schedule equitably, at its discretion, and this Order will be deemed amended accordingly.

3. PACKING AND SHIPMENT.

Seller will pack and ship the Goods in accordance with “The Company’s instructions, furnish all shipping documents required by “The Company”, and plainly mark “The Company’s name and the Order number on all packages and documents. “The Company’s count or weight will be final and conclusive for all shipments.

4. DELIVERY.

Unless otherwise stated on the face of the Purchase Order, the Goods are sold „F.O.B. Aguascalientes“ “The Company’s designated facility (if originating within the USA) or „Delivered Duty Paid“ (as defined in Incoterms 2000) to “The Company’s designated facility (if originating outside the USA) and Seller will bear all risks and costs of delivering the Goods, including shipping and insurance charges, duties, taxes and other charges. Seller will deliver all Goods in accordance with “The Company’s instructions about volume, mix and delivery dates and times. If any Goods are delivered in excess of volumes ordered or in advance of schedule, “The Company” may return them at Seller’s expense or retain them and invoice Seller for any resulting handling and storage costs. “The Company” will not process invoices for Goods shipped in advance of schedule until the scheduled delivery date. “The Company” may change scheduled deliveries at any time by written notice to Seller and will reimburse Seller for reasonable, documented, unavoidable incremental costs incurred by Seller due to such changes. Time is of the essence in Seller’s performance of this Order. If Seller fails to deliver any shipment of Goods in accordance with “The Company’s instructions, “The Company” may cancel the shipment and/or purchase substitute goods. Seller will reimburse “The Company” for its incremental costs in procuring any substitute goods and for any costs or losses “The Company” incurs due to such delivery failure.

5. INSPECTIONS.

“The Company” and its customers may inspect and/or test the Goods at any time, at their own expense, and Seller will make its premises available for this purpose and provide any necessary assistance at no charge. However, no inspections or tests by “The Company” or its customers will relieve Seller of any of its obligations hereunder relating to the Goods. If “The Company” finds any Goods to be defective or not in conformity with its specifications or requirements, it may return them for a refund of the purchase price, require Seller to repair or replace them, or rework or repair them (itself or through third parties) and Seller will reimburse “The Company” for the resulting costs.

6. QUALITY.

Seller will comply with the ISO-9000 Quality System Requirements, a capability of Cpk of 1.33 on their processes and any other quality standards and procedures furnished by “The Company”. Any nonconformance must be approved by “the company” using deviation request.

7. COMPETITIVENESS, PRICE WARRANTY.

At all times while performing this Order, Seller will be competitive in price, quality, delivery, technology and service with respect to the Goods. Seller warrants that its prices to “The Company” for the Goods are and will remain no less favorable than its prices to other customers for the same or comparable goods in comparable quantities. Seller agrees to reduce its prices under this Order if necessary, at any time to maintain this warranty.

8. INVOICES, PAYMENT.

Unless otherwise stated in the Order, Seller will invoice “The Company” the day shipment leaves the slitter, and “The Company” will pay the invoices within 60 days after receipt. The invoice must be received on or before shipment is received by the company. Seller will mark “The Company’s name and order number on all invoices. “The Company” may withhold or set off from any invoice payment any amount as to which a bona fide dispute exists under this Order or arising out of any other transaction with Seller. Payment will not constitute acceptance of any defective or non-conforming Goods.

9. CONFIDENTIAL INFORMATION.

Except as necessary to perform this Order, as required by law and with prior written notice to “The Company”, or with “The Company’s prior written consent, Seller will, at all times, keep confidential all information, drawings, Customer and technical specifications and data of any kind or nature furnished by or on behalf of “The Company” (whether in writing, electronically, orally, or visually) or derived or developed by Seller therefrom in the course of performing this Order. Seller will not divulge such confidential information, use it for its own benefit or for the benefit of any other party, or copy it or permit copies to be made. These confidentiality obligations will not apply to information lawfully known by Seller at the time of disclosure by “The Company” or obtained by Seller from a third party lawfully entitled to disclose it, or to information that is or becomes public knowledge other than through disclosure by Seller. Seller will not publish or advertise the existence or nature of this Order without “The Company’s prior written consent.

10. ACCESS TO FACILITIES.

Access to facilities shall be made available on request to Purchaser’s Quality Assurance Representatives including any representative of the Purchaser’s Customer for the purpose of product verification and evaluation of source controls. Such verifications and evaluation shall not absolve Seller from its responsibility to supply conforming product nor preclude subsequent rejection for non-conformity.

11. CERTIFICATION BODY / REGISTRAR NOTIFICATION.

If its customer on any of the following status puts a supplier, the supplier shall notify “The Company” in writing within 5 working days of the situation.

12. Chrysler „Need of Improvement, Ford Q-1 Revocation, GM Level II Controlled Shipping.

If a supplier is put on probation by its registrar, the supplier shall notify “The Company” in writing within 5 working days of the situation.

13. INTELLECTUAL PROPERTY RIGHTS, PATENT WARRANTY.

If “The Company” furnishes the design for the Goods or reimburses Seller in whole or part for designing them, then “The Company” will own all intellectual property rights relating to the design. If Seller furnishes the design for the Goods or bears the full cost of designing them, then Seller will own all intellectual property rights relating to the design. In the latter event, Seller hereby grants “The Company” a royaltyfree license to use such intellectual property to rework, repair or replace any defective or non-conforming Goods. Each party warrants to the other that any designs, which it furnishes hereunder, will not infringe or contribute to the infringement of any U.S. or foreign patent or patent right or other thirdparty intellectual property right.

14. Warranty:

Seller further represents and warrants to Purchaser that; The goods and services supplied hereunder will conform to the specifications, drawings, samples or other descriptions furnished or specified by Purchaser and will be merchantable of good material and workmanship and free of defect; That the goods which are Seller’s own products or are in accordance with Seller’s specifications will be fit and sufficient for their intended purpose and if such goods are subject to the Motor Vehicle Safety or the National Traffic and Motor Vehicle Safety Act of the United States or any similar legislation such goods conform to all safety standards established under such legislation; and Seller will indemnity and save Purchaser its customers and users of its products, harmless against any claims, demands or damages arising out of or incidental to the breach of this representation and warranty or the goods not conforming to such standards including without limitation the manufacturing costs and loss of profits and other special damages suffered by Purchaser by reason of such breach.

15. LEGAL COMPLIANCE.

Seller warrants that it will comply with all applicable laws, regulations, ordinances and orders in performing this Order and will furnish “The Company” and its designees with such certificates or reports of legal compliance as “The Company” may request from time to time.

16. ON SITE (HAZARDOUS MATERIALS).

Suppliers and contractors will exercise due diligence to prevent contamination of soil, air, surface water and ground water, on and around the facility. They will also comply with all applicable health, safety and environmental legislation. While performing their activities, they must ensure the proper disposal of material and waste used or produced at the facility. Seller warrants that it will properly classify, describe, package, mark, label and provide any necessary Material Safety Data Sheets for the Goods and will pack and ship them in compliance with all applicable hazardous materials laws, regulations, ordinances and orders.

17. SPECIAL TOOLING.

All dies, jigs, fixtures, drawings, molds, patterns, templates, gages and the like that “The Company” provides to Seller or pays Seller (in whole or in part) to make or buy for use in performing this Order (collectively, „Tooling“) are the personal property of “The Company” or “The Company’s customers, as the case may be. “The Company” will not be obligated to pay for such Tooling, if applicable, until Seller has provided “The Company” with an itemized list and adequate cost records for the same and “The Company” has accepted the Tooling or the first run of Goods manufactured or assembled therewith. If Seller fails to provide adequate cost records, “The Company” will be not be obligated to pay more than the fair market value of the Tooling, regardless of the Tooling purchase price set out in the Order. While the Tooling is in its possession or custody, Seller will be responsible for any loss or damage to the Tooling and for all taxes, assessments, and similar charges levied with respect to or on it. Seller will label the Tooling in accordance with “The Company’s instructions to permit accurate identification and will segregate it from other tooling in Seller’s possession to the extent practicable. At its own expense, Seller will repair and maintain the Tooling, keep it in good working condition, and replace it when necessary for any reason, including normal wear and tear. Seller will use the Tooling exclusively to produce Goods for “The Company” hereunder and for no other purpose. Upon expiration, cancellation, or termination of this Order, Seller will hold the Tooling and any operation sheets, process data, or other information necessary to show its use, at no charge, pending receipt of “The Company’s instructions about its removal or disposition, which will be at “The Company’s expense. Seller hereby authorizes “The Company” and/or “The Company’s customer, as applicable, and its agents, on Seller’s behalf and as its attorney-in-fact, to prepare, sign and file such Uniform Commercial Code financing statements and amendments thereto and similar documents as it deems necessary to evidence its ownership of the Tooling.

18. TRADE CREDITS, COUNTRY OF ORIGIN.

All trade credits, export credits, customs drawbacks, tax and fee rebates and the like relating to this Order will belong to “The Company”. Seller will cooperate with “The Company” in obtaining these benefits and credits. Seller will furnish “The Company” and its designees with such documentation establishing the country of origin and value of the Goods as “The Company” may request, including, as applicable, affidavits of manufacture and NAFTA certificates of origin.

19. INDEMNIFICATION.

Seller will defend and indemnify “The Company” and its directors, employees, agents, customers, end users, successors and assigns from and against all actual and alleged claims, liabilities, suits, damages, losses and expenses (including attorneys‘ fees and legal costs) arising from or caused, in whole or part, by Seller’s breach of any provision, term or condition of this Order (including, without limitation, Seller’s warranties hereunder); Seller’s negligent or willful acts or omissions in performing this Order; and/or any event leading to “The Company’s cancellation of this Order under Paragraph 25.

20. INSURANCE.

Seller will maintain insurance coverage, at its own expense and in amounts and with insurers satisfactory to “The Company”, for workers‘ compensation, products liability, public liability (including contractual and product liability) and automobile liability. On request, Seller will furnish “The Company” with certificates of insurance that evidence this coverage, name “The Company” as an additional insured, and require written notice to “The Company” 15 days prior to the cancellation or reduction of coverage. At “The Company’s option, Seller may furnish evidence of self-insurance. Compliance with this Paragraph 20 will not relieve Seller of its defense and indemnification obligations under Paragraph 20.

21. TERMINATION.

“The Company” may terminate this Order for convenience at any time by written notice to Seller. On termination, “The Company” will be liable to Seller solely for unpaid invoices for conforming Goods previously shipped and for Seller’s reasonable, documented costs of raw materials, work-in-process and finished Goods that cannot be canceled without penalty or sold in the general trade, not to exceed the volumes specified in this Order (if a spot Order) or in any open releases hereunder (if a blanket Order) and payable only after “The Company’s receipt of the same.

22. CANCELLATION.

“The Company” may cancel this Order without liability or further obligation hereunder by 15 days‘ written notice to Seller if Seller breaches any provision, term or condition of the Order (or “The Company” anticipates such breach); provided, that the cancellation will be void if Seller cures the breach (or provides assurances of performance acceptable to “The Company”) within the 15-day notice period. “The Company” may cancel this Order immediately by written notice to Seller without liability or further obligation hereunder (i) if Seller fails or refuses to furnish “The Company” promptly with such information and assurances as “The Company” may request, from time to time, about Seller’s financial and operating conditions and ability to supply Goods under this Order, and (ii) to the extent not restricted by law, in the event of Seller’s insolvency, the filing of a voluntary or involuntary petition in bankruptcy by or against Seller, the appointment of a receiver or trustee for Seller, Seller’s execution of an assignment for the benefit of creditors, or a comparable event.

23. FORCE MAJEURE.

Neither party will be liable for delays in its performance of this Order due to events beyond its reasonable control (including, without limitation, acts of God, fire, flood, acts of war, and acts of sovereign governments), provided that such party notifies the other promptly of the nature and expected duration of the delay and uses all reasonable commercial efforts to mitigate any resulting losses or damages to the other party. If Seller experiences any delay that continues for more than 15 days, “The Company” may, without liability, cancel this Order or any open releases hereunder, in whole or part, by written notice to Seller.

24. BINDING EFFECT.

This Order is binding on the parties and their respective directors, officers, employees, agents, subcontractors, successors and permitted assigns.

25. CUMULATIVE REMEDIES.

“The Company’s remedies herein are cumulative and in addition to any other or further remedies available to it at law or equity.

26. WAIVER.

“The Company’s failure to enforce any right provided herein or to which it is entitled at law or equity will not constitute a waiver of that right or of any other rights to which it is entitled.

27. GENERAL.

The Contract resulting from acceptance of this Purchase Order shall not be assigned without the prior written consent of Purchaser, shall benefit and bind the parties hereto and their respective successors, permitted assigns, heirs, executors and administrators and shall be construed in accordance with the domestic laws of the Province of Québec of whose courts shall have sole jurisdiction with respect to the subject matter hereof provided that the United Nations Convention on Contracts for the International Sale of Goods shall not apply to the Contract resulting form the acceptance of this Purchase Order. Each waiver or consent by Purchase to be effective must be in writing and shall not constitute a continuing waiver or consent.

28. DISPUTE RESOLUTION.

The parties will attempt to resolve any dispute involving the interpretation, performance or non-performance, or enforceability of the Order by prompt good faith negotiations and, if such negotiations fail, will consider alternate dispute resolution procedures before resorting to litigation.

29. ENGLISH FORM.

It is the express wish of the parties that this agreement be drawn up in the English language.

CERTIFICADO DE GARANTIA

Os produtos da HUHOCO ACP DO BRASIL INDÚSTRIA E COMÉRCIO DE FITAS METÁLICAS LTDA. obedecem a um rígido controle de qualidade e são produzidos dentro de criteriosas normas e especificações, com o emprego das melhores matérias primas e a mais qualificada mão-de-obra. Os produtos fitas estiradas e estampadas, estão garantidos por um período de 30 dias a contar da data de emissão da Nota fiscal contra corrosão (ferrugem) e 90 dias a contar da data de emissão da Nota Fiscal para outros problemas. Os itens de alumínio pré-pintados estão garantidos por um período de 180 dias a contar da data da compra e 90 dias para os itens que tem o aço como substrato. Os produtos revestidos com NBR estão garantidos por um período de 180 dias para inox e 90 dias para aço baixo carbono com depósito de zinco ou fosfato, os itens em NBR produzidos em aço baixo carbono sem pré-revestimento não tem garantia quanto a corrosão. A garantia refere-se exclusivamente a eventuais defeitos decorrentes da fabricação ou material empregado na confecção do produto, o qual poderá ser reparado ou substituído, conforme o caso, a critério da HUHOCO. Para itens industrializados (prestação de serviço), a garantia dos produtos é de 45 dias, pois a responsabilidade do substrato e sua confiável origem é do cliente, e a qualidade do mesmo pode influenciar seriamente na aderência do coating. Para que o produto alcance longa durabilidade e funcionalidade, solicitamos ao nosso cl1iente que atenda aos seguintes cuidados mínimos necessários:

  • MANTENHA O PRODUTO EM LOCAL VENTILADO, LONGE DE UMIDADE, A TEMPERATURAS QUE NÃO ULTRAPASSEM 50ºC (CINQUENTA GRAUS CELSIUS). EM REGIÕES PRÓXIMAS AO MAR, O PRODUTO DEVE SER PROTEGIDO DO CONTATO COM A SALINIDADE.
  • O PRODUTO NÃO PODE SER EMPILHADO OU INCLINADO, INCLUSIVE QUANDO TRANSPORTADO, POIS ISSO PODE ALTERAR SUAS CARACTERÍSTICAS FÍSICAS.
  • RECOMENDA-SE QUE O LOTE SEJA INTEGRALMENTE CONSUMIDO O MAIS RÁPIDO POSSIVEL APÓS SUA ABERTURA. CASO O LOTE DO PRODUTO SEJA APENAS PARCIALMENTE UTILIZADO, O RESTANTE DEVERÁ SER NOVAMENTE ACONDICIONADO, EM EMBALAGEM ADEQUADA, LIVRE DO CONTATO COM O AR E UMIDADE, DE FORMA A EVITAR DANOS DECORRENTES DE SUA EXPOSIÇÃO.
  • O CONTATO DO PRODUTO COM QUALQUER MATERIAL QUÍMICO, TAIS COMO GRAXAS, ÓLEOS OU POMADAS, DEVE SER TERMINANTEMENTE EVITADO.
  • NÃO PROSSEGUIR NENHUMA ETAPA QUANDO NA NOTIFICAÇÃO DE UMA POSSÍVEL NÃO CONFORMIDADE. MANTER O MATERIAL EM BOBINA.

NOTIFICAÇÃO DE NÃO CONFORMIDADE

O Cliente, quando detectar uma não conformidade, deverá notificar a Huhoco atravéz de e-mail, informando o lote Huhoco do item – com um breve relato do “problema” – é obrigatório amostra e foto que evidencie claramente a não conformidade (um não substitue a ausência do outro). A rastreabilidade do produto é expressamente obrigatória para prosseguir com a notificação.

Todo o produto não conforme deverá ser mantido em sua embalagem original (respeitando as condições para garantia) e todas as peças (extrudadas / pré form ou outro processso) não conformes deverão ser retidos/segregados e deverão ficar a disposição da Assistência Técnica da Huhoco até a detecção da causa raiz do problema.

Toda e qualquer necessidade de troca do produto, deve ser comunicado previamente ao serviço técnico da Huhoco, que iniciará o processo de garantia e instruirá os procedimentos ao cliente caso a causa raiz seja devidamente comprovada de responsabilidade Huhoco.

O não atendimento das condições acima informadas poderá acarretar em uma recusa formal da reclamação.

A HUHOCO não se responsabiliza por qualquer dano causado ao produto em virtude da sua má utilização ou uso fora das recomendações aqui referidas ou, ainda, em razão do seu inadequado transporte ou manuseio.