AFP Terms and Conditions of Sale

GENERAL REQUIREMENTS

1. Order Acceptance – All orders are subject to acceptance at AFP’s home office in Chaska, MN. AFP may, at its option, deliver all the Products at one time or make delivery in installments. Each shipment shall constitute a separate sale and, upon the Purchaser’s failure to give shipping instructions promptly, or to pay for any shipment, AFP may cancel the order or suspend delivery at its option. If the Purchaser’s financial situation so indicates, AFP may suspend or alter the credit terms or require payment before shipment, delivery, or manufacture. The Purchaser may not cancel, alter, or suspend delivery on any order except with AFP prior written consent, signed by its Chief Financial Officer.

2. Modifications: Waiver – The sale of Products by AFP to the Purchaser is governed by these Terms of Sale, together with any Contract agreed to in writing between Purchaser and Seller.

(a) No alterations to the Contract or the Terms of Sale shall be binding unless agreed to in writing by both Purchaser and Seller. Should AFP waive or be deemed to have waived any provisions of the Contract or the Terms of Sale, or should AFP fail to insist upon performance by Purchaser of one or more of the terms herein, such action or failure on AFP’s part will in no way be deemed to constitute a waiver of any other terms contained in the Contract.

(b) All orders received from Purchaser are subject to written acceptance or confirmation by AFP, unless the quotation specifies that it is a bid in response to an invitation in which event the order or award shall constitute acceptance of the bid in accordance with the bid terms.

(c) Terms and conditions on the Purchaser’s order form that are at variance with the Contract or the Terms of Sale, are binding on AFP only if specifically accepted by AFP in writing.

Changes to Terms of Sale – AFP reserves the right, at its sole discretion, to revise or replace the Terms of Sale at any time. For instance, AFP may need to change the Terms of Sale if new Products are offered. It is Purchaser’s responsibility to check for changes to the Terms of Sale. If Purchaser does not agree to the new terms, Purchaser should not purchase any additional Products. If Purchaser continues to purchase Products after the revised terms go into effect, then Purchaser accepts the changes to the Terms of Sale.
Price and Payment – Taxes are not included in price except where otherwise prohibited by law. All sales, excise, use or similar taxes or charges by the federal, any foreign or any state or local government, which AFP may be required to pay or collect, shall be in addition to price stated and shall be paid by Purchaser, unless valid exemption certificate is furnished, therefore.

All prices are subject to change without prior notice; however, prices shall be those contained in the appropriate AFP quote document covering the Products ordered and in effect on the date noted on AFP’s invoice (the “Invoice Date”). Subject to credit approval, the net amount of each invoice shall be payable in U.S. Dollars in full within documented credit terms following the Invoice Date. If the Purchaser fails to pay an invoice when due, all sums owed by the Purchaser to AFP under any current or past order or other agreement or sale shall, at AFP’s option, become due at once. The Purchaser agrees to pay any and all costs and expenses of collection, including attorney fees incurred by AFP. Unpaid overdue invoices shall accrue interest at the rate of ten percent (10%) per annum. AFP may demand payment in advance of shipment if, in its sole discretion, the credit or financial condition of purchaser is, or is about to become, impaired.

Where Purchaser requests delay in shipment, AFP may bill for Products when ready for shipment. If material is not ordered out within sixty (60) days after Products are ready, AFP may bill reasonable storage charges. Unless otherwise stated, legal delivery and prices are F.O.B. AFP’s plant. AFP shall have satisfied delivery requirements, and title shall have passed to the Purchaser, upon delivery to the carrier, whereupon the Purchaser assumes all risk of loss or damage. Prices do not include transportation costs.

Termination by AFP – In addition to any other rights of AFP to terminate or suspend the Contract or order, AFP may, upon written notice to Purchaser, immediately terminate or suspend all or any part of the Contract or order without any liability to AFP, (a) if Purchaser (i) repudiates, breaches, or threatens to breach any terms of the Contract or Terms of Sale, (ii) fails to accept or threatens not to accept Products in accordance with the Contract or Terms of Sale, or (iii) fails to make timely payment, or (b) upon the occurrence or threat of insolvency or bankruptcy of Purchaser. Upon termination of the Contract by AFP: (a) AFP shall be relieved of any further obligation to Purchaser (b) Purchaser shall be liable to AFP for the immediate payment of amounts then billed to date by AFP to Purchaser; (c) Purchaser shall purchase and pay AFP immediately for all unique raw materials, work in process and finished goods under the Contract; (d) Purchaser shall reimburse AFP for any unreimbursed and unamortized research and development costs, capital equipment, and supplies that are unique to the Products; and (e) Purchaser shall immediately reimburse AFP for all preparation and other expenses incurred by it or its sub-contractors in connection with the Contract and for all other losses or costs arising from termination.
Termination by Purchaser – If AFP fails to perform any material obligation under the Contract or delivers Products after an agreed upon delivery date, and, if the nonperformance can be cured but AFP fails to cure the non-performance within thirty (30) days after written notice from Purchaser, Purchaser may terminate the Contract without further obligation. Otherwise, upon giving notice to AFP not less than ninety (90) days prior to shipment Purchaser may cancel any Purchase Order or scheduled delivery under the Contract, in which case, (a) AFP will be relieved of any further obligation to Purchaser; (b) Purchaser will pay all amounts then due; (c) Purchaser will purchase and pay AFP immediately for all unique raw materials, work in progress and finished goods under the Contract; and (d) Purchaser shall reimburse AFP for any unreimbursed and unamortized research and development costs, capital equipment, and supplies that are unique to the Products.
Special Tooling – All special tooling required to produce Products shall remain the property of AFP unless specific arrangements are otherwise made. In any case, AFP’s responsibility is limited to proper design, proper handling in manufacture and storage, and adequate insurance. The Purchaser is responsible for costs resulting from: (a) alterations requested by Purchaser; (b) major repairs or replacement caused by normal wear; (c) additional costs incurred when new factors are introduced such as shorter lead time and/or increased rate of delivery.
Infringements – The Purchaser will hold AFP harmless from all expense, loss, damage, or liability, including reasonable attorneys’ fees and costs, resulting from any claims of infringement of patents, design patents, copyrights, or trademarks, or of unfair competition in connection with any Products prepared wholly or partly in accordance with the Purchaser’s design or specifications. AFP makes no warranty that any Products are delivered free of any infringement.
Limitation of Liability – Except for the limited remedies set forth in these Terms of Sale or the Contract, and except to the extent prohibited by law, AFP is not liable for direct, indirect, incidental, special, consequential or punitive damages (including, but not limited to, lost profits, revenue, business, opportunity, or goodwill) that directly or indirectly arise from or relate to Products, regardless of the legal or equitable theory asserted, including, but not limited to, warranty, contract, negligence, fraud, or strict liability.
Indemnification – Purchaser shall indemnify, defend and hold harmless AFP from all costs, damages, expenses, fines, liabilities, losses, penalties and payments (including, but not limited to, fees and disbursements of counsel to AFP) resulting from, or relating to, (a) Purchaser’s failure to perform any obligation or assume any responsibility pursuant to the Contract, Terms of Sale or the Privacy Policy, or (b) any warranty or representation made by Purchaser with regard to the Contract, Terms of Sale or the Privacy Policy being untrue or misleading in any respect.
Confidentiality – If Seller and Purchaser have entered into a Confidentiality or Non-Disclosure Agreement (“NDA”), the terms and conditions of the NDA shall apply and control confidentiality obligations between Seller and Purchaser. In connection with the Contract, Purchaser may have access to AFP’S confidential information, including without limitation inventions, developments, know-how, specifications, business plans, results of testing, systems, financial information, cost/pricing information product information, methods of operation, customer information, supplier information and compilations of data (“AFP’s Confidential Information”). Purchaser shall use AFP’s Confidential Information only for the purposes contemplated under the Contract and shall not disclose it to third parties. Purchaser shall maintain the confidentiality of AFP’S Confidential Information in the same manner, but in no event less than the manner in which it protects its own confidential information. Purchaser is permitted to disclose AFP’s Confidential Information to its employees and authorized sub-contractors on a need-to-know basis only, provided that such employees and authorized sub-contractors have written confidentiality obligations to purchaser no less stringent than the confidentiality obligations in this Section. Upon termination of the Contract, purchaser shall return AFP’s Confidential Information and shall not use such information for its own or any third party’s benefit. Purchaser’s confidentiality obligations shall survive termination of this Contract for so long as AFP’s Confidential Information remains confidential. In order to assure that AFP is able to obtain the full benefit of the restrictions set forth in this Section, AFP shall be entitled to injunctive relief, including but not limited to, emergency, preliminary, temporary and permanent injunctions, from any court of competent jurisdiction as may be necessary to enjoin any violation of the foregoing covenants, without the necessity of proving immediate irreparable harm or an adequate remedy at law.
Contract Work – Purchaser and Seller are independent contractors and nothing in the Contract or Terms of Sale makes either party the agent or legal representative of the other party for any purpose. Neither Purchaser or Seller has authority to assume or create any obligation on behalf of the other party.
Forum: Choice of Law – The Purchaser agrees that venue in any action or claim relating in any way to the Contract, Terms of Sale, Products lies exclusively in the State and Federal courts sitting in Hennepin County, State of Minnesota, and the Purchaser consents to the jurisdiction of said courts for such purposes. It is further agreed that the Contract, those Terms of Sale and any order shall be governed by the laws of the State of Minnesota without regard to conflict of law rules.
Assignment: Delegation – No right or interest shall be assigned by the Purchaser without the written permission of AFP and no delegation of any obligation owed by the Purchaser will be made without the written permission of AFP. Any attempted assignment or delegation will be wholly void and totally ineffective for all purposes.
Statute of Limitations on Purchaser’s Claims – Any action by the Purchaser for breach of these Terms of Sale or any warranty, express or implied, must be commenced within one (1) year after the cause of action has accrued. This provision will not apply to any claim by AFP against Purchaser, including, without limitation, any claim by AFP for amounts owed to it by the Purchaser.
Descriptive Headings – Descriptive headings used in the Terms of Sale are for convenience only and shall not control or affect the meaning or construction of any provision of the Terms of Sale.
Invalid Provisions – The invalidity or unenforceability of any particular provision of the Contract or Terms of Sale shall not affect the other provisions hereof, and these terms the Terms of Sale shall be construed in all respects as if such invalid or unenforceable provisions were omitted.
Expenses – Except as provided by any applicable law, the Purchaser shall be solely responsible for all fees and disbursements of any attorney or other advisor retained in connection with enforcing the Contract or Terms of Sale.

DELIVERY REQUIREMENTS

Shipments and Delivery – AFP shall not be responsible for delays for failure of shipment caused by the Purchaser or arising from any cause beyond AFP’s control, including, but not limited to any pandemic; quarantine;, embargo; trade restriction; an act of war, hostility, or sabotage; riot; act of God; electrical, Internet, or telecommunication outage that is not caused by the obligated Party; government restrictions; failure of sources of supply or delay in receiving machinery or material; or other event outside the reasonable control of the obligated Party. AFP and Purchaser will use reasonable efforts to mitigate the effect of a force majeure event. A reasonable delay on AFP’s part to make any shipment or part of a shipment shall not be grounds for cancellation of the order. Receipt of Products by the Purchaser or the Purchaser’s agent shall constitute acceptance of delivery and waiver of all claims for loss or damage due to delay. No cancellation shall be permitted after shipment of Products.

Shipping dates are approximate only and subject to change. AFP will use reasonable efforts to deliver Services on time; however, AFP will not be liable in damages or otherwise delays or failure in performance when caused by circumstances, of every nature and description and however arising, beyond AFP’s reasonable control.

AFP will provide commercial packaging, adequate under normal conditions, to protect Products in shipment and identify the contents. Should Purchaser request any special packaging, it will be done at Purchaser’s expense. All Products will be shipped via the cheapest or most expeditious means of commercial transportation under the circumstances unless purchaser indicates otherwise. Claims for loss or damage in transit must be pursued with the commercial transportation company by the Purchaser.

Inspection: Assumption of Risk – BEFORE USING, PURCHASER WILL DETERMINE THE SUITABILITY OF THE PRODUCTS FOR PURCHASER’S INTENDED USE, AND PURCHASER ASSUMES ALL RISK AND LIABILITY WHATSOEVER IN CONNECTION THEREWITH. The Purchaser will inspect the Products within forty-eight (48) hours after receipt. All claims for damages, errors, shortages, defects in material workmanship in Products delivered will be made within a period of 30 days after the goods are delivered to the Purchaser. Failure to make any claim within 30 days will constitute an irrevocable acceptance of the Products and an admission that the Products fully comply with all terms, conditions, and specifications of sale.
Rejections and Returns: Exclusive Remedy – Purchaser will be deemed to have inspected and accepted any shipment under the Contract if, within thirty (30) days of Purchaser’s receipt of Products, Purchaser has not notified AFP in writing that such Products are rejected and the grounds, therefore. No Products may be returned by Purchaser for any reason without AFP’s prior written Return Material Authorization approval.

Products returned without AFP’s prior written authorization will not be accepted for credit. If (i) the Purchaser claims that goods are defective in material or workmanship and (ii) the Purchaser promptly forwards such Products to AFP for examination, AFP will at its option, replace such Products that it determines to be so defective or, subject to the terms provided herein, credit the Purchaser’s account for the contract price of such goods. The Purchaser’s exclusive remedy for any defect in material or workmanship shall be to return the goods having such defect in accordance herewith. In all cases, the Purchaser will not be entitled to, and expressly waives, any right to recover incidental or consequential damages. All returned Products must be new, in saleable condition, with freight charges prepaid. No credit will be allowed for Products returned more than 30 days after shipment.

QUALITY REQUIREMENTS

Limited Warranty: Disclaimer – AFP warrants that the Products are as described and are free from defects in material and workmanship at the time of shipment thereof, but no other express warranty is made in respect to the Products. No consideration shall be given for adjustment concerning possible defective materials unless notice is provided in writing to AFP at its office 124 Peavey Circle in Chaska, Minnesota, within 30 days after the Products are delivered to the Purchaser. This warranty shall not apply to Products misused, subjected to accident, damage in transit or in any manner altered or repaired by any party other than AFP.This limited warranty and the obligations and liabilities of AFP hereunder are exclusive and in lieu of, and the Purchaser hereby waives all other remedies, warranties, guarantees or liabilities, express or implied, arising by law or otherwise (including without limitation any obligations of the AFP with respect to fitness, merchantability, incidental and consequential damages) or whether or not occasioned by AFP’s negligence.AFP MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY WITH RESPECT TO THE PRODUCTS OR THAT SUCH GOODS ARE FIT FOR ANY PARTICULAR PURPOSE. No agent, employee, or representative of AFP is authorized to make any warranties, affirmations, or representations as to Products sold by it and unless such warranty, affirmation or representation is in writing and signed by an authorized officer of AFP, it shall not be enforceable by the Purchaser. No waiver or modification of these terms or conditions shall be valid unless signed by an officer of AFP. The foregoing expresses all of AFP’s obligations and liabilities with respect to the quality of Products furnished by it and it shall under no circumstances be liable for consequential, collateral, or special losses or damages.
Disclaimer of Warranties for Technical Advice – Unless otherwise agreed to in writing, any technical advice furnished by AFP to Purchaser before or after delivery of the Products is provided “as is” and on a gratuitous basis, without charge, and on the basis that it represents AFP’s good faith judgment, but without warranty of any kind, and is accepted at purchaser’s sole risk.
Samples – In the event that samples are furnished to Purchaser, AFP will not assume any liability in connection with furnishing or use thereof and there will be no agreement or warranty collateral to, or affecting, the furnishing of such samples.
Compliance – AFP represents that the Products described are produced and will be sold in full compliance with all requirements of the Fair Labor Standards Act as amended.
Right of Access – The Purchaser, its customers, and applicable regulatory authorities shall be granted the right of access to AFP’s applicable facilities and to all relevant records associated with the order for the purpose of verification or validation of Product, processes, or conformity to requirements. Such access shall be arranged at reasonable times and in accordance with AFP’s safety and confidentiality requirements.
Personnel Competence, Safety, and Ethics Awareness – AFP shall ensure that personnel performing work affecting Product conformity are aware of their contribution to meeting product and service requirements, their role in ensuring product safety, and the importance of ethical conduct.
Notification of Nonconforming Product – If AFP becomes aware that nonconforming Product may have been shipped or delivered to the Purchaser, AFP shall promptly notify the Purchaser and, when required by the Purchaser, shall obtain approval for the disposition of any such nonconforming Product.

EXPORT CONTROL REQUIREMENTS

Export Controls – The commodities, materials and related information covered by the Contract are subject to the export control laws of the U.S. Purchaser shall not knowingly sell, export, transfer or dispose of, whether directly or indirectly, the commodities, materials, and related information covered by the Contract to countries designated, or end-users that are prohibited under U.S. law. Further, Purchaser shall not commit to any order placed by or for any firm which is disallowed under U.S. law. Any orders originating from, or which will result in delivery to, prohibited individuals or entities located within or controlled by any country subject to restrictions under U.S. export control laws, may not be filled without prior authorization and approval of the U.S. government.

AFP TERMS AND CONDITIONS OF PURCHASE

DEFINITIONS

“Buyer” is AFP with principal place of business at 124 Peavey Circle, Chaska, Minnesota 55318, USA.

“Seller” is the provider of goods and/or services set forth under this Purchase Order.

“Purchase Order” (PO) is any contract (including but not limited to, a Purchase Order, Adoption Purchase Order, Release, GTA, or LTA), and of which shall incorporate by reference these General Terms and Conditions of Purchase. These General Terms and Conditions of Purchase, as set forth herein, as incorporated into a Purchase Order, shall be collectively referred to as the “Purchase Order.”

“Product” includes any product or service specified in a Purchase Order to be delivered by Seller to Buyer under this General Terms and Conditions of Purchase.

“Sensitive or Confidential Information” means any Information that is collected, processed, maintained, used, shared, or disseminated in connection with this Purchase Order that warrants protection to ensure its confidentiality, integrity and availability including, but not limited to, any AFP proprietary information and third-party proprietary information, personal information, and Controlled Unclassified Information (CUI) defined in the National Archives and Records Administration (NARA) Registry.

PURCHASE ORDER OF PRECEDENCE. In the event of conflict between the terms and provisions set forth in these General Terms and Conditions of Purchase and the terms and provisions set forth in any other document, such as, but not limited to: purchase orders, statements of work, planning, etc., specifications or drawings applicable thereto, the order of precedence or priority shall be as follows: (1) Terms and Conditions of Purchase; (2) purchase orders; (3) Product Specifications; and (4) Drawings. (Should any conflict arise, Seller shall contact Buyer for specific clarification.)

GENERAL REQUIREMENTS

Acceptance – The Purchase Order (PO) contains the complete agreement between the Seller and Buyer and expressly limits acceptance to its terms. Buyer expressly objects to and expressly rejects any provisions additional to or different than the terms hereof that may appear in Seller’s quotation, acknowledgement, confirmation, invoice or in any other prior or later communication from Seller to Buyer unless such provision is expressly agreed to by Buyer in writing. Seller will notify Buyer within 24 hours after receipt of Buyer’s purchase order with an acknowledgement via email to Buyer or to purchasing@americanflexible.com. If an acknowledgement is not possible for any reason, Seller must communicate the reason why to Buyer directly.
Invoices – All invoices shall be forwarded to American Flexible Products, Chaska, MN 55318 Accounts Payable Department, or emailed to accounting@americanflexible.com. Seller shall provide invoices in English and in U.S. Dollars only. Invoices must include information from AFP’s Purchase Order including Seller’s product/part number, description, price and extended price, date of sale, Inco Terms, and Country of Origin. Buyer may offset against any invoice the cost of any damaged, defective, or incorrect Product, unless a credit memo is forwarded to Accounts Payable Department or emailed to accounting@americanflexible.com.
Prices and Discounts – The prices and discounts will be as provided in this Purchase Order, an attachment to this PO or the applicable contract. Seller shall not change pricing absent ninety (90) days prior written notice to Buyer.
Taxes – Taxes to be paid by Buyer, if any, must be itemized and separately stated as to type of tax (such as State Sales Tax, etc.)
Changes – Buyer may require changes to this PO at any time upon written notice. Any price and/or schedule adjustments will be mutually agreed upon. Seller’s performance of such changes shall not be delayed during any negotiations for adjustments.
Payment Terms – Payments Terms are net forty-five (45) days, and payment due dates, including discount periods, shall be computed from the later of (1) the date of receipt of the product, or (2) the date of receipt of a correct (proper) invoice
Ethics Requirements – Buyer is committed to conducting business fairly, impartially and in an ethical and proper manner. Buyer’s expectations are that Seller will also conduct business fairly, impartially and in an ethical manner, and that Seller will have (or will develop) and adhere to a code of ethical standards.
Business Continuity – Seller shall use commercially reasonable efforts to develop and maintain reasonable business continuity management procedures regarding contingency management to alleviate the effects of any business impacting events that may have a material and adverse impact on the Seller’s ability to perform its obligations under this PO. The Business Continuity Plan shall contain at a minimum provision for (a) a risk assessment and business impact analysis (b) a prevention/mitigation plan, and (c) a resumption of service plan, including a recovery/restoration plan. The preceding will cover, but not be limited to, (i) services documentation storage and protection (including, but not limited to, storage of deliverable technical information, specifications and other documentation, design documents, tools, processes, and fixtures), (ii) information systems security and redundancy, and (iii) demonstrating Seller’s ability to rapidly recover the loss of capability to deliver services and product.
Information Security – Seller shall apply reasonable and appropriate administrative, technical, physical, organizational, and operational safeguards and operations to protect confidential and Sensitive Information against accidental and unlawful destruction, alteration, and unauthorized or improper disclosure or access regardless of whether such Sensitive Information is on Seller’s internal systems or a cloud environment. If Seller’s performance of the Purchase Order involves the transmission, storage, or process of Sensitive Information on an Information system, the Seller shall at a minimum apply FAR 52.204-21 Basic Safeguarding Controls, regardless of whether FAR 52.204-21 applies to the Purchase Order.
Force Majeure – Except for a default of Seller’s subcontractor at any tier, neither Buyer nor Seller shall be liable for any failure to perform due to any cause beyond its reasonable control and without its fault or negligence. Such causes include but are not limited to: (1) acts of God or of the public enemy; (2) acts or failure of any government in either its sovereign or contractual capacity; (3) fires, floods, epidemics, terrorism, quarantine restrictions, strikes, freight embargoes, nuclear incident, or any other act or event beyond reasonable control and without the fault of either Party or its subcontractors. In the event that performance of this Order is hindered, delayed, threatened to be delayed, or adversely affected by causes of the type described above, then the Party whose performance is so affected shall immediately notify the other Party’s Authorized Representative in writing, including all relevant information with respect thereof, and shall likewise notify promptly of any subsequent change in the circumstances, and at Buyer’s sole option, this Order shall be completed with such adjustments to delivery schedule as are reasonably required by the existence of such cause or this Order may be terminated for convenience.
Assignment and Delegation – Seller shall notify and obtain prior written approval from Buyer prior to subcontracting any material portion of work to be performed under this PO or assigning any rights hereto. Seller shall include as part of its subcontracts those elements of the PO that protect Buyer’s rights. In addition, Seller shall provide to its subcontractor’s sufficient information to clearly document the work being performed by Seller’s subcontractor as to facilitate performance under the Purchase Order issued hereunder.
Configuration Control or Modifications – Seller is responsible to notify Buyer in writing, with at least 90 days advance notice, about their intent to change material sources; manufacturing location; externally provided processes or sub-tier suppliers; process or process flow at existing material sources; process control plan; equipment; metrology; packaging; or product specifications (including those controlled by Buyer/Purchaser), and request prior written approval by Buyer prior to implementing such change where required by the Purchase Order. Seller will place the above requirement on all its subcontracts. Unplanned changes (for example sub-tier suppliers going out of business, etc.) should be notified as soon as the information is available. AFP’s expectation is that Sellers are proactively monitoring their supply chains to anticipate unplanned events as much as possible.
Compliance with Applicable Laws – Seller represents, warrants, and covenants that all of the Products and materials delivered hereunder will be and will have been produced and/or provided in compliance with all applicable laws, rules, regulatory and statutory requirements, purchase orders, treaties and other requirements of federal/national, state/provincial and local governments and agencies thereof, including, without limitation, those relating to labor, health, safety and the environment. Seller shall indemnify and hold harmless Buyer from and against all losses, costs, fees, and damages arising, directly or indirectly, from any actual or alleged failure by Seller to comply with any federal, state or local statutes or other legal obligations.
Compliance with Law and Disclosure of Product Restrictions and Required Warnings – Seller represents, warrants and covenants that all Products and
materials delivered hereunder will be and will have been produced and/or provided in compliance with all applicable chemical legislations and the related national implementing legislations, each as amended, varied or otherwise restated from time to time, including but not limited to the Restriction of Hazardous Substances (“RoHS”) Directive 2011/65/EU, the Chinese Administrative Measures for Restriction of Hazardous Substances in Electrical and Electronic Products (July 2016), Regulation EC No 1907/2006 concerning the Registration, Evaluation, Authorization and Restriction of Chemicals (“REACH”), and all other applicable product-related environmental regulatory requirements of the jurisdictions in which the Products will be delivered or marketed, including all federal, national, provincial, regional, state, and local laws, statutes, regulations, ordinances, administrative rules, orders that have the effect of law, and judicial rulings and opinions (“Laws”). Seller is and remains fully responsible for compliance at its sole cost with any applicable Laws, each as amended, varied, or otherwise restated from time to time. Products shall not contain any chemicals that are banned or otherwise restricted in use or disposal under any Law or otherwise not compliant with the specifications provided in writing by Seller and Buyer. Seller is responsible for ensuring that Products are properly packaged, marked, labeled, documented, shipped, and/or registered under applicable Law. Any warnings, cautionary statements, and safety data sheets required by Law for the Products must be disclosed in writing by Seller to Buyer. At Buyer’s request, Seller shall provide the chemical composition, including proportions and weight of substance, mixture, and any other relevant information or data, including but not limited to full or partial material declarations, or declaration of conformity with applicable Law. Seller undertakes to duly and immediately inform Buyer of any changes affecting compliance with any applicable Law. Insofar as Products, parts of Products or substances are not supplied in accordance with any requirement of this Section 14, Buyer reserves the right to cancel the applicable purchase order at Buyer’s sole option, to require cure of any noncompliance, without prejudice to any other remedies Buyer may have under this agreement. Seller shall indemnify and hold harmless Buyer from and against all losses, costs, fees, and damages arising, directly or indirectly, from any actual or alleged failure by Seller to comply with any federal, state, or local statutes or other legal obligations.
Conflict Minerals – If Seller is providing Products to Buyer under this Order, Seller shall use commercially reasonable efforts to identify whether such Products contain tin, tantalum, gold, or tungsten; determine whether any such minerals originated in covered countries, as defined in Section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Act”) and perform appropriate due diligence on its supply chain in support of Buyer’s obligations under the Act. In addition, Seller shall, as soon as reasonably practicable following the completion of the calendar year, provide a completed Conflict Minerals Reporting Template (CMRT) using the form found at http://www.responsiblemineralsinitiative.org/conflict-minerals-reporting-template/ . If requested, Seller will promptly provide information or representations that Buyer reasonably believes are required to meet Buyer’s conflict minerals compliance obligations.
Application of Law (Domestic U.S. Purchase Orders). Seller and Buyer agree that this Purchase Order shall be deemed to be made and executed in the State of Minnesota, regardless of where this Purchase Order was issued or accepted, and all of the terms and provisions set forth in this Purchase Order, and performance hereunder, shall be governed, interpreted and construed in accordance with the laws of the State of Minnesota (without regard to any conflict of law rules which might require or allow the application of the law of any other jurisdiction). Any action or claim relating to or arising out of any dispute hereunder shall be brought in the appropriate State or Federal court located in Hennepin County, Minnesota, and Seller hereby irrevocably consents and submits to personal jurisdiction and venue in any such court. Pending resolution by Purchase Order or final judgment of any dispute, action or claim relating to or arising out of this Purchase Order, Seller shall proceed diligently with performance of this Purchase Order in accordance with Buyer’s decision and direction.
Intellectual Property/Patents – Seller warrants that the products and the sale and use of them will not infringe any United States or foreign patents, trademarks, trade dress, copyrights, trade secrets or any other form of intellectual property that Buyer provides to Seller are Buyer’s exclusive property and Seller disclaims all rights in same. Where payment is made for experimental, developmental, or research work, as such, to be performed in accordance with special requirements of Buyer, Seller agrees to disclose and on request to assign to Buyer each invention, property right, confidential process or know-how, and trade secret resulting therefrom, or other form of intellectual property and Seller shall disclaim all rights in same. All drawings, artwork, special products, materials, information, or data furnished by Buyer and all intellectual property resulting from this Purchase Order (as referenced in the foregoing sentence) are Buyer’s exclusive property, shall be used by Seller only for Buyer’s work, shall be deemed Buyer’s Proprietary Information. Buyer will market, distribute and/or sell the products under their own trademark and trade name. Buyer has the right to use any of Seller’s marks, names, other trade identities, copyrighted works, or other intellectual property, to the extent that Seller has incorporated such property in or used such property in the manufacture of the products supplied by Seller to Buyer.
Indemnity – Seller’s relationship to Buyer is that of an independent contractor and purchaser and Seller shall not be deemed to be an agent of Buyer, nor shall Seller have the right to contract on behalf of or bind Buyer. Seller agrees to indemnify, defend (including reasonable attorney fees and costs) and hold harmless Buyer, and its officers, directors, affiliates and employees (“Buyer Indemnified Parties”) from any and all costs, damages, expenses or other losses or liabilities incurred or paid, arising out of or on account of any claims of or suits whether in law or in equity which may be asserted or brought against any of the Buyer Indemnified Parties hereunder, for property damage or destruction, personal injury or death or any other damages of whatsoever nature or kind, including, but not limited to, claims of consequential loss and breach of contract, in any way related to Seller’s Products or services, or the actions or omissions of Seller or its employees, agents, or subcontractors, except for claims arising through the claimed sole and exclusive negligence of Buyer. Buyer may retain any money due or to become due to Seller sufficient to reimburse Buyer against any such claims, demands, judgments, or liability. At all times during the term of this Purchase Order and as long thereafter as there are products in service by Buyer’s customers Seller shall effect and maintain adequate product liability insurance, comprehensive general liability insurance, workers compensation, and any other insurance required by federal, state or local law, with coverage amounts reasonably acceptable to Buyer.
Compliance Integrity – Seller warrants that neither it nor any of its employees or representatives have offered or given or will offer or give any gratuities to Buyer’s employees, agents, or representatives for the purpose of securing this Purchase Order or securing favorable treatment under this Purchase Order.
DELIVERY REQUIREMENTS
Shipping – Time is of the essence. If delivery is not expected to be made on-time, Seller will notify Buyer and will take all reasonable steps at Seller’s own cost to expedite delivery, however Buyer reserves the right, without liability, in addition to its other rights and remedies, to cancel this PO by notice to Seller and arrange for completion and/or purchase of substitute items elsewhere. All risk of loss during carriage/transportation shall be the responsibility of Seller and the products will be considered delivered only upon receipt of Buyer’s named place of delivery in conformance with the terms and conditions of this PO. Transportation delivery is according to PO directions. Any deviations shall be communicated and approved, in advance, by Buyer. All materials shall be suitably packed, marked, loaded, and shipped in accordance with the requirements of common carriers. Damage to any material not suitably packed will be charged to Seller. No charge shall be made by Seller for packing, boxing, drayage, loading or storage, unless otherwise stated herein. Buyer expects from the Seller that all products are to ship in exact quantities only. Any deviations shall be communicated and approved, in advance, by Buyer.
On Time Delivery – ≥ 90% on time delivery is expected. Delivery window tolerance permits early delivery without penalty; however, deliveries made after the required delivery date are not permitted and will be considered late. If Seller’s deliveries fail to meet the schedule specified by Buyer with the result that Buyer is compelled to call upon Seller to ship by other designated instructions to expedite delivery, Seller shall assume the difference for the additional cost of transportation. Seller shall not manufacture or purchase materials of Seller’s required flow time or deliver any materials in advance of schedule set forth in the Purchase Order without Buyer’s written permission. Seller agrees to notify Buyer in writing of any potential delay in schedule.QUALITY REQUIREMENTS
Quality Requirements – ≥ 90% lot quality is expected. Seller shall be responsible for ensuring that products furnished hereunder have undergone or have been subject to quality assurance and quality control activities and procedures, which may include performance measurements, testing, quality process reviews or inspections. The Seller needs to implement and maintain a quality management system and provide early and prompt detection of actual or potential material deficiencies, trends or conditions which could result in unsatisfactory quality, and for timely and effective corrective action. Each product will be subject to final inspection and acceptance by Buyer at destination not withstanding that title may have passed to Buyer. Buyer shall have one (1) year to inspect and notify Seller of any product defects, and delays shall not relieve Seller of any obligations hereunder. The inspection, review or approval by Buyer or any work, drawing, design, or other document shall not relieve Seller of any of its obligations under the Purchase Order or constitute a waiver of any defects or non-conformities in any products.
Certificate of Conformance – Material supplied under the terms of this Purchase Order must be accompanied by a Certificate of Conformance signed by a responsible member of the Seller’s quality organization stating the date of manufacture, Buyer’s PO number, part number, description, material specification and lot traceability information, if applicable.
Personnel – Seller is expected to develop, implement, and maintain effective policies and training programs to ensure their employees are competent to perform the work assigned, aware of their relevant contribution to product conformity, product safety and the importance of ethical behavior.
Rejected Products – Products rejected and returned shall not be replaced by Seller without prior written authorization of Buyer. The products shall be subject to inspection and testing by Buyer before and after receipt. If at any time any of the items are found to be defective in material or workmanship or not in conformity with the drawings, specifications, samples, or other requirements of the Purchase Order, in addition to notifying Buyer, Buyer may, in addition to any other rights it may have under the Purchase Order or otherwise (a) correct or have corrected the nonconformity at Seller’s expense or reject and return said item to Seller, and (b) recover by offset or otherwise any and all costs, expenses and damages paid, incurred or suffered by Buyer as a result of or relating to holding, return, replacement, correction or rejections of nonconforming items. Rejected articles may be returned at Seller’s risk and expense. The Seller shall be responsible for the cost of transportation related to the return and reshipment of any articles rejected by Buyer for failure to meet specifications.
Counterfeit Parts – Seller is expected to develop, implement, and maintain effective methods and processes appropriate to their products to minimize the risk of introducing counterfeit parts and materials into deliverable products. In addition, Seller shall provide notification to recipients of counterfeit product(s) when warranted. If suspect counterfeit parts are furnished under this PO or are found in any of the products delivered hereunder, such items will be impounded by Buyer. The Seller shall promptly replace the suspected counterfeit parts with parts acceptable to the Buyer. The Seller shall be liable for all costs relating to the removal and replacement of counterfeit parts, including without limitation Buyer’s external and internal costs of removing the counterfeit parts, or reinserting replacement parts and of any testing required by the reinstallation of Seller’s goods after counterfeit parts have been exchanged. Seller shall be fully liable for all cost associated with changing parts out, material handling and all other related costs.
Records Retention – Seller shall maintain records documenting product compliance to all applicable procurement documents, drawings, specifications, and standards for a period of fifteen (15) years after PO completion and shall be made available to AFP upon request prior to destruction.
Right of Access – Seller shall permit representatives of Buyer, its customers, or pertinent government regulatory agencies to conduct quality system and/or product audits as may be requested by Buyer to evaluate quality compliance at the Seller’s facility and/or any of Seller’s sub-tier Seller’s facilities. Seller shall include substance of this clause in all subcontracts issued hereunder.
Warranties – Seller warrants that all articles, materials, work or services furnished hereunder shall be free from defects in material and workmanship and that all items furnished will conform to applicable specifications, drawings, samples and/or other descriptions. Unless manufactured pursuant to detailed design furnished by Buyer, Seller assumes design responsibility and warrants the items to be suitable for the purpose intended. The warranties of Seller together with its service warranties and guaranties shall run to Buyer, its assigns and each successive customer. In addition, Seller agrees to pass any warranty benefits to Buyer that Seller receives from its Sellers of any item Purchase Ordered hereunder.
EXPORT CONTROL REQUIREMENTS
Export Control – Seller is aware that the items being purchased hereunder may be used in military products. Seller will advise Buyer of any export controls which apply to the item, and which would affect the reexport from the United States if America. (a) Seller and Buyer shall comply with the applicable export laws and regulations of the United States of America, the European Union, Canada, or any other country applicable to the Buyer, shipment and/or delivery. (b) Buyer shall obtain such license or authorization to re-export or import as may be required by such regulations. Seller shall provide all reasonable assistance in obtaining such license or authorization. (c) Seller shall, at its own cost and expense, obtain and comply with such license and authorization as may be required by such regulations to deliver the products from Seller’s country to the country of delivery. (d) Seller Shall provide Buyer with all information on the content of the products which is subject to Seller’s country export control regulations, and with other export control related information reasonably known to Seller with respect to any such shipment/delivery.
Priorities, Allocations, and Allotments – If a Government priority rating is shown on the face of the PO, the Seller shall follow the provisions of the Defense Priorities and Allocation System (DPAS) Regulation (15CFR700).
Entire Agreement – These terms and any purchase order constitute the entire agreement between the parties, with these terms controlling. No modification or waiver of any terms herein is binding unless in writing signed by both parties. If any provision herein is deemed invalid or unenforceable, the remaining provisions shall be binding.

END OF TERMS AND CONDITIONS OF PURCHASE

Revision Date: 05.26.2026