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Vehicle Service Group, LLC 2700 Lanier Drive

Madison, IN 47250

PURCHASE ORDER STANDARD TERMS AND CONDITIONS (these “Standard Terms and Conditions”, which are incorporated into each purchase order issued by Vehicle Service Group, LLC (“Buyer”) to the seller identified on the face of such purchase order (“Seller”))

Last Updated: March 11, 2026

SHIPPING AND PERFORMANCE

  1. Shipment and delivery of goods and performance of services shall be strictly in accordance with the schedule, quantities, and other requirements set forth in the Order (as defined below). Delays in shipment or performance of services, including the reasons therefore, shall be reported immediately by Seller to Time is of the essence with respect to the delivery and/or completion dates specified by Buyer (the “Delivery Date”). If delivery of goods and/or performance of services is not completed by the Delivery Date, Buyer reserves the right, without liability and in addition to its other rights and remedies, to terminate this Order by notice to Seller effective as to goods not yet shipped and/or services not yet performed and to purchase substitute goods and/or services elsewhere and charge Seller for any additional expenses, costs, and loss incurred as a result. If, in order to meet the Delivery Date, it becomes necessary for Seller to ship by a more expensive method than specified in this Order, increased transportation costs shall be paid by Seller unless the necessity for such rerouting or expedited handling has been caused solely and exclusively by Buyer.
  2. A packing list must accompany each shipment and each box in the shipment must be labeled, so as to provide information in accordance with Buyer’s current packing identification standards, including but not limited to: description of the material, quantity, purchase order number, purchase order line number, Buyer part number and revision level, and Seller manufacturing date or controlling lot number. In the case of international shipments, label also must disclose ‘Country of Manufacture’. Buyer’s count shall be accepted as final on all shipments not accompanied by a packing
  3. No charge to Buyer will be made for packing, marking, or shipping unless agreed upon in writing by Buyer at the time of
  4. Damage to any material not packaged to ensure proper protection will be charged to Seller or, at Buyer’s option, the material will be returned at Seller’s expense for replacement.
  5. Delivery of the goods to Buyer shall take place at Buyer’s plant site or such other shipping destination, specified on the face of the Order. Notwithstanding any shipping arrangement specified in the Order, Seller shall have the risk of loss for all goods shipped under the Order until receipt of such goods by Buyer or Buyer’s nominated carrier at the specified location, at which time title to and the risk of loss with respect to such goods shall pass to Buyer. If goods are to be installed by Seller at Buyer’s facility or a facility designated by Buyer, title will pass to Buyer upon completion of the installation and written approval by Buyer.
  6. No partial shipments are allowed without Buyer’s prior written
  7. Shipments must be made only per Buyer’s written release, and Buyer reserves the right to return, at Seller’s expense and risk, materials not released, or material over shipped.
  8. All tools, equipment or material of every description furnished to Seller by Buyer or specifically paid for by Buyer shall be and remain the personal property of Such property shall be plainly marked by Seller as property of Buyer. Such property, while in Seller’s custody or control, shall be held at Seller’s risk, shall be kept insured by Seller at Seller’s expense, in an amount equal to the replacement cost with loss payable to Buyer, and shall be subject to removal at Buyer’s written request, in which event Seller shall promptly prepare for shipment (including, without limitation, indicating such returned property on the delivery ticket or packing slip) and shall redeliver such property to Buyer in the same condition as originally received by Seller, except reasonable wear and tear.

CONDITIONS OF ORDER

  1. DEFINITION OF “ORDER”: As used herein, the term “Order” means each purchase order issued by Buyer, including the provisions on the face and reverse sides thereof and in these Standard Terms and Conditions which are incorporated into each such purchase order, and all warranties provided by Seller and all technical requirements and specifications, drawings, designs and other provisions attached to, incorporated into or otherwise made a part of such purchase order.
  2. ACCEPTANCE; ENTIRE AGREEMENT: The Order is Buyer’s offer to buy and is not binding on Buyer until accepted by Seller. By acceptance of the Order, Seller agrees to all the terms and conditions on the face of the purchase order and in these Standard Terms and Conditions. Seller shall be deemed to have accepted the Order upon the first of the following to occur: (a) Seller signs the acknowledgment copy of the Order and returns the signed copy to Buyer; (b) Seller notifies Buyer that Seller intends to commence performance of the Order; or (c) Seller commences performance of the Order. The offer to purchase shall expire unless accepted by Seller within 30 days of issue. Buyer may cancel the Order without any liability or cost to Buyer at any time prior to acceptance. Subject to the “Changes” paragraph below, the Order contains the complete and final agreement, and supersedes any and all prior or concurrent agreements, between Buyer and Seller regarding the goods and/or services subject to the Order. No other agreement in any way modifying or amending any of the said terms and conditions, including different, contradictory or additional terms and conditions, will be binding upon Buyer unless made in writing and signed by Buyer’s authorized representative. Buyer shall not be bound by, and specifically objects to, any term, condition or other provision which is different from or in addition to the provisions of the Order, whether or not it would materially alter the Order.
  3. CHANGES: Buyer may, at any time by written order, change the quantities, design (including drawings, materials, and specifications), processing, method of packing and shipping, and the time and place of delivery of the goods and/or services provided in the Order; Seller shall not make any such changes without Buyer’s prior written approval. If any authorized change affects cost or timing, Buyer shall adjust the purchase price and delivery schedules equitably. Seller shall use commercially reasonable efforts to minimize any increase in cost or delay in delivery. Seller shall not deliver substitutes for the goods ordered by Buyer or make any changes to the design, materials or processes used to manufacture the goods or to the location at which the goods are manufactured, without the prior written consent of Buyer.
  4. CANCELLATION: Buyer may cancel the Order, in whole or in part, at any time, by a written notice to Seller. In the event of termination under this Section, Seller shall immediately stop all work hereunder, and shall immediately cause any of its suppliers or subcontractors to cease such work. Seller shall, upon request by Buyer, transfer title and deliver to Buyer such work in process or completed goods as may be requested by Buyer. Buyer shall have no liability to Seller beyond payment of any balance owing for goods and/or services purchased under the Order and delivered to and accepted by Buyer prior to Seller’s receipt of the notice of termination, and for the reasonable cost of any work in process or completed goods and/or services so requested by and delivered to Buyer; provided, however, that if Seller is not in default, Buyer shall, in addition, pay to Seller such reasonable costs incurred by Seller pursuant to the Order, prior to such cancellation, with respect to such work in process or completed goods and/or services not so requested to be delivered by Buyer as shall be unrecoverable in the normal course of business, excluding any and all costs related to any manufacture done in advance of a normal flow time necessary to meet the purchase order schedule. Buyer shall have no duty to reimburse Seller for costs incurred by Seller for materials, work in process or completed goods and/or services that have not been ordered by Buyer. Buyer may also terminate this Order, or any part thereof, for cause upon notice to Seller. Cause includes Seller’s default or non-compliance with any term or condition of this Order, late delivery, delivery of defective or non-conforming goods and/or services, cessation of the conduct of Seller’s business, failure of Seller to pay its debts generally as such debts become due, commencement of any proceeding under the bankruptcy code or insolvency laws by or against Seller, appointment of a receiver for Seller or a substantial portion of its business or assets, or an assignment for the benefit of Seller’s creditors.  In the event of termination for cause, Buyer shall not be liable to Seller for any amount, and, notwithstanding anything to the contrary in this Order (including the limitations set forth in Section 8 (Limitation of Liability)), Seller shall be liable to Buyer for any and all damages sustained by such termination including, without limitation, at Buyer’s option, direct, indirect, incidental and consequential damages, costs (including attorneys’ and other professionals’ fees and costs), expenses and losses. Seller may not cancel or modify this Order in whole or in part, without Buyer’s written consent.
  5. PRICE AND PAYMENT: The price of the goods and/or services shall be the price stated in this Order. Unless specifically otherwise set forth in the applicable Order, prices for the goods and/or services shall not be increased without Buyer’s written consent. Prices for goods are based upon FCA Destination (Incoterms 2020) delivery terms, unless otherwise specified and agreed to by Buyer. Payment of the specified prices shall constitute full compensation for the goods and/or services and satisfactory performance of all of Buyer’s obligations under the Order. The specified prices include, and Seller shall pay all applicable taxes, insurance, customs, tariffs, and other governmental charges and assessments. Seller shall issue a separate invoice for each delivery and shall not issue any invoice prior to the actual date of Due dates for payment of invoices shall be computed from the date of receipt by Buyer. Payment terms are as agreed upon by both Seller and Buyer. Any cash discount or net payment calculations will be made from the date Buyer receives the goods and/or services, or a correct invoice therefor, whichever is later, to the date Buyer’s check is mailed or payment is otherwise tendered. Seller shall promptly repay to Buyer any amounts paid in excess of the amount due. Seller warrants that the prices that Seller charges Buyer are not higher than the prices that Seller charges other customers for similar quantities.
  6. INTELLECTUAL PROPERTY: Unless otherwise agreed to in writing, all property of any description furnished to Seller by Buyer or unconditionally appropriated to this Order, or any replacement thereof, or any materials affixed or attached thereto, shall be and remain the property of Buyer and shall be used only in fulfilling this Order and for no other purpose and shall not be duplicated or disclosed to others. Such furnishing of Buyer’s property shall not be construed as granting any rights whatsoever, express or implied, to any such property to Seller. Any goods and/or services which are capable of intellectual property protection made, designed or developed for Buyer, solely or in collaboration with others pursuant to this Order shall be a “work made for hire” within the meaning of Section 101 of the United States Copyright Act, and is and shall be the sole property of Buyer. In the event that ownership of the intellectual property rights in such goods and/or services do not automatically vest in Buyer by virtue of this Order or otherwise, Seller hereby irrevocably assigns (and causes to be assigned) to Buyer all right, title, and interest in and to all intellectual property rights in such goods and/or services. Seller hereby grants and assigns to Buyer and its successors and assigns any and all inventions, discoveries, computer programs, software, data, technologies, designs, innovations and improvements and related patents, copyrights, trademarks and other industrial and intellectual property rights and applications therefor made or conceived by Seller or its agents or employees in connection with the performance of this Order.
  7. INDEMNIFICATION: Seller agrees to indemnify, defend, and hold harmless Buyer and its affiliates, and its and their owners, directors, officers, employees, contractors, agents, successors, assigns and customers (each, an “Indemnitee”) from and against all claims, demands, liabilities, losses, costs, fees, expenses (including reasonable attorneys’ fees), damages and injuries of any kind or nature arising from: (a) injury to persons or damage to property by reason of any defects in the goods; (b) breach by Seller of any of its representations, warranties, or covenants hereunder; (c) Seller’s negligence, willful misconduct, or violation of law; or (d) any actual or claimed infringement of any patent, trademark, trade name, copyright, or other intellectual property right with respect to goods and/or services furnished hereunder or arising from any actual or alleged misappropriation or wrongful use of any trade secret or confidential information involving the goods and/or services furnished hereunder, except to the extent that such infringement or misappropriation arises solely from Seller’s compliance with Buyer’s specifications. In the event of an indemnification claim for infringement or misappropriation, if the goods are held to violate the intellectual property rights of any third party and/or sale and/or use thereof is enjoined, Seller shall, at Buyer’s election, either (i) procure for Buyer the right to continue using same; (ii) replace the same with non-infringing goods and/or services; or (iii) modify the same so that it becomes non-infringing.
  8. LIMITATION OF LIABILITY: IN NO EVENT SHALL BUYER BE LIABLE TO SELLER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF WHATSOEVER NATURE, OR FOR ATTORNEY’S FEES, LOSS OF MARKET SHARE, OR LOST PROFITS HOWSOEVER THESE MAY BE CHARACTERIZED. BUYER’S LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATED TO THIS ORDER, SHALL NOT EXCEED THE PRICE ALLOCABLE TO THE GOODS AND/OR SERVICES, OR UNIT THEREOF, AS APPLICABLE, WHICH GIVES RISE TO THE CLAIM.
  9. INSURANCE: During the provision of goods and/or services under this Order, Seller shall, at its own expense, maintain and carry insurance in full force and effect appropriate to cover such liability, or alleged liability, that may arise under or in connection with action taken in furtherance of, or because of, this Order, including but not limited to: (a) commercial general liability (including product liability) in a sum not less than $1,000,000 per occurrence combined single limit for bodily injury and property damage; (b) Workers’ Compensation insurance at the statutory limit for the jurisdiction in which Seller operates; (c) for any actions to be taken on Buyer’s property or property of Buyer’s customers, automobile liability insurance covering all owned, hired and non-owned vehicles with a minimum combined single limit for bodily injury and property damage liability of $1,000,000 per accident or occurrence; and (d) Employer’s liability insurance with a minimum amount of $1,000,000 per accident. Such insurance shall be with financially sound and reputable insurers. Prior to providing goods and/or services, Seller shall provide Buyer with a certificate of insurance from Seller’s insurers evidencing the insurance coverage specified in this Order. The certificate of insurance shall name Buyer as an additional insured. Seller shall provide Buyer with ten (10) days’ advance written notice in the event of a cancellation or material change in Seller’s insurance policy. Except where prohibited by law, Seller shall require its insurer to waive all rights of subrogation against Buyer’s insurers and Buyer or the Indemnitees.
  10. WORK ON BUYER’S OR BUYER’S CUSTOMER’S PREMISES: If Seller’s provision of goods and/or performance of services under this Order involves operations by Seller on the premises of Buyer or any of Buyer’s customers, Seller shall take necessary precautions to prevent injury to person or property during such work, including, but not limited to, adhering to the rules, policies, procedures or other requirements governing Buyer’s or Buyer’s customer’s premises.
  11. COMPLIANCE WITH LAW: Seller represents that: (a) it has complied with and shall continue to comply with all applicable foreign, federal, state, and local laws, regulations, rules and ordinances applicable to the sale of goods and/or services ordered by Buyer; (b) it shall maintain in effect all licenses, permissions, authorizations, certificates, consents, approvals, and permits necessary to carry out Seller’s responsibilities and obligations under the Order and these Standard Terms and Conditions; and (c) it shall handle, store, use, and transfer the goods and/or services in compliance with the foregoing and any safety information provided by Buyer. Upon request, Seller shall furnish Buyer a certificate to ascertain Seller’s compliance with the foregoing. All materials used in manufacture shall satisfy all governmental and safety requirements with respect to restricted, toxic or hazardous materials, and all environmental, electrical and electromagnetic laws of the country of manufacture and sale. If Seller is a United States entity, Seller will comply with Federal laws, rules and regulations applicable to government contracts. Seller warrants that it has not offered or given and will not offer or give any employee, agent, or representative of Buyer any gratuity that may appear to assist Seller in obtaining any business from Buyer or influencing such person with respect to the terms, conditions, or any performance of any contract with or order from Buyer. Seller shall comply with the U.S. Foreign Corrupt Practices Act which prohibits providing a payment of money or anything of value to a foreign government official, public international organization official, foreign political party, foreign political party official or candidates for such offices, either directly or indirectly, for the purpose of influencing official acts and decisions (including failures to act and decide) in order to assist in obtaining or retaining business or directing business to any entity. Seller agrees to comply with all foreign, federal, state and local laws regarding Imports and Exports, including any laws of the United States regarding unsanctioned foreign boycotts, antiboycott laws, and embargoed countries. Seller represents and warrants that no director, officer or employee of Seller is a government official or the employee of a governmental unit, a governmental subdivision or a government owned or government sponsored enterprise (any one, a “Governmental Entity”), and that Seller is not owned in whole or in part by any Governmental Entity. Seller will promptly disclose to Buyer should any director, officer or employee of Seller become an employee of a Governmental Entity or if Seller is acquired, in whole or in part, by any Governmental Entity. Seller understands that for purposes of this Section, a “foreign official” may include an employee or official of a commercial entity in which a government body has an ownership interest or exerts control over the activities of such entity, as well as officials and employees of public international organizations. Conflict Minerals: Seller has read and acknowledged Buyer’s “Conflict Mineral Policy” and “Supplier Code of Conduct.” Seller shall not provide any tantalum, tin, tungsten or gold or their derivative metals or minerals (the “conflict minerals”) mined from Democratic Republic of the Congo, Angola, the Republic of the Congo, Uganda, Rwanda, Burundi, Tanzania, Zambia, South Sudan and the Central African Republic (the “covered countries”) where such conflict minerals directly or indirectly finance or benefit illegal armed groups. Upon request, Seller shall provide Buyer with evidence of Seller’s due diligence performed in compliance with this provision. Supplier will cooperate in reasonable requests of Buyer for additional information on smelter sourcing as may be required to meet Buyer’s sales requirements. Seller shall verify the legal status and employment eligibility of all of Seller’s personnel using the federal electronic verification program jointly operated and administered by the Department of Homeland Security and the Social Security Administration (“E-Verify”). In accordance with the Immigration Reform and Control Act of 1986 and the rules and regulations pertaining to E-Verify, Seller shall maintain records of all documents involved in the hiring process. Buyer is an equal opportunity employer and complies with all applicable non-discrimination laws. Seller agrees it will comply with all applicable equal employment opportunity and non-discrimination laws. Buyer and Seller, if applicable, shall abide by the requirements of 60-300.5(a) and 60-741.5(a). These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and require that covered prime contractors and subcontractors take affirmative action to employ and advance employment of individuals without regard to disability or veteran status.  Seller, if applicable, shall also abide by the provisions of 29 C.F.R. Part 471, Subpart A. Acceptance of this Order by Seller constitutes certification of compliance by Seller to Buyer.
  12. REMEDIES; GOVERNING LAW: Each of the rights and remedies herein set forth shall be cumulative and in addition to any other available rights or remedies provided in law or equity. This Order shall be governed and construed according to the laws of the State of Delaware, without reference to principles or conflicts of laws. Any action brought by either party arising out of or relating to the Order must be brought in a U.S. District Court or state court in New Castle County, Delaware. Seller waives any objection to jurisdiction or venue in respect of said Courts and to any service of process issued under their authority. Notwithstanding the foregoing, if Seller exists under the laws of any non-U.S. jurisdiction, then any claim or controversy arising out of or relating to the Order or these Standard Terms and Conditions may also be resolved under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules. The seat of arbitration shall be in New York, New York. The language to be used in the arbitral proceedings shall be English. The U.N. Convention on Contracts for the International Sale of Goods does not apply to the Order or these Standard Terms and Conditions. Notwithstanding the foregoing, Buyer will have the right at any time, at its option and where legally available, to immediately commence an action or proceeding in a court of competent jurisdiction, subject to the terms of this Order, to seek a restraining order, injunction, or similar order to enforce the confidentiality provisions set forth in Section 17 or to seek interim or conservatory measures.
  13. ASSIGNMENT: Seller shall neither assign (by contract, operation of law or otherwise) its rights or interests under the Order, nor delegate or subcontract any of its duties, obligations or performance under the Order without the prior written consent of No assignment, delegation or subcontracting by Seller, with or without Buyer’s consent, shall relieve Seller of any of its obligations under the Order.
  14. REMEDIES; SET-OFF: Buyer’s rights and remedies provided in the Order shall be cumulative and shall be in addition to any other rights or remedies provided in law or equity. If Buyer breaches the Order, Seller’s exclusive remedy shall be recovery of the goods from Buyer. If any provision of the Order is or becomes void or unenforceable by law, the remainder shall be valid and All claims for monies due or to become due from Buyer shall be subject to deduction by Buyer for any setoff or counterclaim arising out of this or any other transaction between Buyer and Seller.
  15. WAIVER: The failure of either party to enforce at any time any provision of the Order shall not be construed to be a waiver of such provision or the right thereafter to enforce such provision. Buyer shall not be deemed to have waived any of its rights, powers, or remedies under these Standard Terms and Conditions, or at law or in equity unless such waiver is in writing and executed. No prior waiver or course of dealing shall affect the right of either party to require strict performance by the other with the terms of the Order.
  16. RIGHT OF ACCESS: Buyer and its customers shall have the right to enter Seller’s or subcontractor’s premises to view the documentation, tooling, equipment, materials, and processes pertaining to goods to be made and/or services to be performed for Buyer, and to confirm their condition and compliance to Buyer’s
  17. CONFIDENTIALITY: Seller shall keep confidential and neither disclose to any person outside its employ, nor use for purposes other than performance of the Order, any confidential, proprietary, or otherwise non-public information or property of Buyer or the existence, terms or performance of the Order, including but not limited to designs, drawings, specifications, samples, patterns, plans, documents, data, business operations, customer lists, pricing, discounts, or rebates, or any other information that is a part of the Order or is provided by Buyer, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated, or otherwise identified as “confidential” in connection with the Order (all of the foregoing “Confidential Information”). Seller may disclose Confidential Information to its officers, directors, employees, and agents and agrees on behalf of itself and its officers, directors, employees and agents to use its/their best efforts to prevent unauthorized access, use, duplication or disclosure, by or to a third party, of Confidential Information. Seller shall be responsible for a breach of this Section by its officers, directors, employees, and agents.  Confidential information shall include such information as would be apparent to a reasonable person, familiar with Buyer’s business and the industry in which it operates, that such information is of a confidential or proprietary nature and that maintenance of its confidentiality would likely be of commercial value to Buyer. Seller shall safeguard the Confidential Information from unauthorized use, access, or disclosure using at least the degree of care it uses to protect its similarly sensitive information and in no event less than a reasonable degree of care. Upon Buyer’s request, or in any event, upon the completion, cancellation or termination of the Order, Seller shall promptly return to Buyer all Confidential Information and property delivered to Seller or generated by Seller pursuant to the performance of the Order. Seller shall ensure that all subcontracts, purchase orders and other agreements entered into by Seller or any of its subcontractors or suppliers of any tier shall provide to Buyer and Buyer’s confidential information the same rights and protection with regard to such subcontractors or suppliers as are contained in this paragraph with regard to Seller. Seller shall promptly notify Buyer of any breach of confidentiality by Seller or any of its agents, disclosure of Buyer’s Confidential Information by Seller or one of its agents or a breach of Seller’s information security policies or procedures.  Notice shall be provided to Buyer no later than 24 hours upon discovery of breach. Seller shall not make any public announcement about the Order without prior written approval of Buyer. Seller shall comply with the data protection and privacy legislation in all relevant countries and shall ensure that its employees, agents and contractors observe the provisions of that legislation.
  18. RELATIONSHIP OF THE PARTIES: The relationship of the parties is solely that of Buyer and Seller and nothing contained in this Order shall be construed as creating any agency, partnership, joint venture or employment relationship and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
  19. FORCE MAJEURE: Performance by either party hereunder shall be excused in the event and for the period of time that such party is unable to perform its obligations because of fire, flood, war, breakdowns, delays in or lack of transportation, governmental priorities or allocation, or any other cause beyond the reasonable control of such party; provided, however, that, with respect to Seller, Seller’s economic hardship, changes in market conditions, strikes, labor or supply chain-related delays shall not be considered force majeure.
  20. NOTICES: Notices shall be sent by a nationally recognized overnight courier service to the addresses specified in the applicable Order, and shall be effective one day after dispatch.
  21. LEGAL EFFECT. The parties acknowledge and agree that transmission of this Order or any Revision thereof by email which contains a typed name of Buyer and/or Buyer’s logo shall satisfy the requirements of both a “writing” and a “signature”.

 

QUALITY ASSURANCE, INSPECTION AND REJECTION

  1. INSPECTION: The acceptance of goods supplied and/or services performed by Seller pursuant to the Order is subject to inspection and acceptance by Buyer after delivery or completion, as applicable. Defective goods or goods not in accordance with Buyer’s specifications may be held for Seller’s instruction and at Seller’s risk and expense, and, if Seller so directs, will be returned at Seller’s risk and expense. No goods returned as defective shall be replaced by Seller unless specified by Buyer. For any defective services or services not in accordance with Buyer’s specifications, Seller will, at Seller’s risk and expense and at Buyer’s direction, promptly re-perform such services so that they are free of defects and otherwise conform with Buyer’s specifications. If Seller is unable to so re-perform such defective services, Seller will promptly refund to Buyer all fees paid for such defective services, unless specified by Buyer. Payment for goods and/or services prior to inspection shall not constitute an acceptance of such goods or services, nor will acceptance remove Seller’s responsibility for any defects or noncompliance with the No acceptance of any goods or services shall be construed to result from any inspections or tests or from any delay or any failure to inspect or test.
  2. REJECTION: Buyer may reject, refuse acceptance of or revoke acceptance of any goods and/or services or any tender thereof which are of inferior quality or workmanship, shipped, provided, and/or performed, as applicable, contrary to instructions, not in the quantities specified, do not strictly comply with the requirements of the Order, or violate any applicable law. If Seller fails, refuses or indicates its inability or unwillingness to correct the noncompliance, Buyer may, in addition to any and all other available rights and remedies: Retain any or all of such goods for repair, replacement or other correction by Buyer or others; b. Retain any or all of such goods without correction; or c. Return any or all of such goods with or without direction for correction by Seller. Buyer may recover from Seller, by price reduction, credit, offset, reimbursement or otherwise, in addition to any and all other available rights and remedies, any damages, costs and expenses incurred by Buyer due to the noncompliance. Buyer may charge Seller any expenses incurred in unpacking, examining, repacking, storing, reshipping, and/or re-performing, as applicable, any goods and/or services so rejected. Nothing contained in this Order relieves Seller, in any way, from the obligation of testing, inspection and quality control of goods and/or services.
  3. RECALLS: If Seller recalls any goods sold to Buyer, or if Buyer recalls products due to a problem with the quality of goods from Seller, Seller shall reimburse Buyer for the costs and expenses incurred by Buyer in obtaining such goods and returning such goods to Seller, including the costs and expenses incurred by Buyer in retrieving goods from Buyer’s customers, dealers, distributors, retailers, and end users.
  4. WARRANTY: Seller warrants (a) that all goods purchased are free from defects in design, material and workmanship; (b) that Seller has good title to the goods free and clear of all liens and encumbrances and has conveyed such good title to Buyer pursuant to the terms of the Order; (c) that the goods purchased and services performed conform to the applicable specifications, designs, drawings, samples or other descriptions furnished by Seller or specified by Buyer and to all other requirements of the Order; (d) that all goods will conform to any statements made on the containers or labels or advertisements for such goods, and any goods will be adequately contained, packaged, marked and labeled; (e) that all goods furnished delivered hereunder will be merchantable and will be fit and sufficient for the purposes for which intended; (f) all materials, supplies, parts, components and equipment incorporated in the goods shall be new (and not counterfeit) and suitable for their intended purposes, (g) that none of the goods, the services, or the use thereof will infringe on any existing or pending patent, copyright, trademark, trade name, invention or process of manufacturing or other intellectual property right; and (h) that the services will be performed: (i) in compliance with all applicable laws, rules, and regulations relating to the performance of the services; (ii) in an efficient, timely, professional, and workmanlike manner and in accordance with generally accepted industry standards; and (iii) using personnel with the requisite expertise, experience, training, and qualifications to perform the tasks necessary for delivering the services in accordance with the requirements of the Order and any specifications communicated to Seller by Buyer or otherwise agreed by Buyer and Seller. The foregoing warranties in clauses (a) through (h) shall not apply to the extent that the goods were manufactured or the services were performed according to Buyer’s specifications and such specifications would have resulted in a violation of this warranty. These warranties shall survive any inspection, delivery, acceptance, payment, expiration or earlier termination of the Order and such warranties shall run to Buyer and its successors, assigns and customers. Seller shall replace or correct defects of any goods and/or services not conforming to the foregoing warranty promptly, without expense to Buyer, when notified of such nonconformity by Buyer, provided Buyer elects to provide Seller with the opportunity to do so. Alternatively, if Buyer elects not to do so, or in the event of failure of Seller to correct defects in or replace nonconforming goods and/or re-perform nonconforming services promptly, Buyer may make such corrections or replace such goods and/or perform such services, and in either case may engage third parties to do so, and charge Seller for the cost incurred by Buyer in doing so.
  5. DOVER CORPORATION SUPPLIER CODE OF CONDUCT: Consistent with our commitment to conduct business fairly and honestly, Buyer seeks out business partners who share in its culture, values, and business The Supplier Code of Conduct establishes the standards for conducting business with Buyer and its affiliates. Seller has read, understands and agrees to comply with the Supplier Code of Conduct, a copy of which can be found at: https://www.dovercorporation.com/about-us/our-governance/supplier-code-of-conduct. If there are any inconsistencies between this Order and the Supplier Code of Conduct, the Supplier Code of Conduct shall govern.