CHANGES:No changes by Seller to this Order, or the products provided to Buyer pursuant to this Order, shall be effective without theprior written consent of Buyer. Buyer may make written changes to or cancel this Order or any part thereof prior toshipment.CANCELLATION:Buyer reserves the right to cancel this Order or any part hereof, with or without cause, prior to shipment. Buyer and Selleragree to negotiate the disposition of any material liability resulting from cancellation. In the event that Seller defaults in anyobligation under this Order or becomes insolvent, Buyer may in addition to any remedies which it has at law, cancel thisOrder without liability forthwith upon written notice to Seller.LIQUIDATED DAMAGE:In the event of any cancellation of this Order by Buyer on default of Seller, Buyer shall have the right to recover liquidateddamages against Seller by reason of Seller’s default. Whenever Buyer shall be entitled to damages for Seller’s default of anyof its obligations under this Order, such damages shall include all losses incurred by a Buyer of every kind and nature,including but not limited to loss of profits, special, direct, indirect and consequential damages-not to exceed the value of thepurchase order. Each or the rights and remedies reserved to Buyer in this Order shall be cumulative and additional to otheror further remedies provided in law or equity or, in this order.INDEMNIFICATION:Seller agrees to defend, indemnify and hold harmless Buyer, its parents, subsidiaries, affiliates and customers, and its andtheir respective officers, directors, agents and employees from and against any and all loss, including but not limited to lossof use, liability, damages, claims, settlements, judgments, fines, penalties, demand, actions and proceedings, and all cost andexpenses connected therewith, including but not limited to reasonable attorney’s fees and court costs, on account of; (a)breach by Seller of any of its warranties of other obligations under this order or; (b) any actual or alleged Product’sinfringement or any patent, copyright, trademark or other intellectual property right. The indemnities set forth herein shallbe in addition to any other remedies afforded Buyer under this Order or by law.INSURANCE:Seller shall maintain such third party liability and property damage insurance, including general and products liability andworker’s compensation insurance coverage, with such insurers and in such amounts as shall be commercially reasonableand satisfactory to buyer. Seller shall, upon Buyer’s request, provide Buyer with certificates evidencing such insurance.FORCE MAJEURE:This order and the performance of Buyer are subject to all contingencies beyond the control of Buyer, including withoutlimitation, acts of God, fire, flood, war, accidents, strikes or labor disputes. In any such event, Buyer shall have the right atits election and without any liability on it to Seller to; (i) cancel all or any portion of the Order; or (ii) accept performance ofthe Order so modified and Seller shall perform the Order as so modified; or (iii) accept performance within a reasonabletime after the causes for nonperformance or delay have terminated.MISCELLANEOUS:This Order shall be governed and construed in accordance with the laws of the state of Buyer’s “bill to” address specified onthe face of this Order, without regard to its conflict of laws rules. This Order supersedes and cancels all prior discussionsand agreements with respect to the subject matter hereof between the parties, written, oral or implied. This Order shall bindand inure to the benefit of Buyer and Seller and their respective successors and assigns. Seller may not assign this Orderwithout prior written consent of Buyer. In the event on any litigation arising out of this purchase Order, the prevailing partshall be entitled to actual reasonable attorney’s fees and costs. The provisions set forth in Sections 5 and 8-12 shall survivethe termination or cancellation of this Order.OVERAGES:All shipments to Buyer should match the quantity on the purchase order issued. No overages will be accepted without priorapproval of Buyer, regardless of the quantity. Overages sent to Buyer will be refused and sent back to Seller at the Seller’sexpense.Product(s) ordered by Buyer which would be considered custom in nature which would include but not be limited to tooledproduct(s), are proprietary and are to be treated in the strictest confidence. Seller also agrees to hold information andmaterials relating to the product(s) ordered in confidence and not to use such information or materials without writtenpermission of the Buyer.Seller authorizes right of access by OTTO, and/or our customer or regulatory agency to view applicable process andprocedures used in the manufacture of the purchased product. When the Buyer receives defective product where the Seller isresponsible for the root cause, the buyer will require a corrective action as imposed by related documentation.25 of 26
5.5.2 APPENDIX B - Acronyms and Their MeaningAcronymISOPPAPSPCAQLGRRRMANISTPODMRITARATEXRoHSREACHDFARSAIAGWEEEMeaningInternational Organization for StandardizationProduct Part Approval ProcessStatistical Process ControlAcceptance <strong>Quality</strong> LevelGauge Repeatability and ReproducibilityReturn Material AuthorizationNational Institute of StandardsPurchase OrderDiscrepant Material ReportsInternational Traffic in Arms RegulationsAtmospheres ExplosiblesRestriction of Hazardous SubstancesRegistration, Evaluation, Authorization and Restriction of Chemical SubstancesDefense Federal Acquisition Regulation SupplementAutomotive Industry Action GroupWaste from Electrical and Electronic Equipment26 of 26
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