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Terms of Service

1. ORDERS — All orders are subject to acceptance by RJ Enterprises, Gardena, CA (Seller). No order for products shall be binding upon Seller until accepted in writing. No notice of revision or cancellation of any order shall be binding on Seller unless accepted in writing. If Buyer cancels an order, Seller may impose a cancellation charge not exceeding the full amount of such order. All orders for products shall be in increments of even box quantities unless agreed to in writing by the Seller.

2. TOOLING — Tooling will be invoiced 50% at time of order and 50% at the time of shipment of first articles unless otherwise agreed to in writing. Seller's obligation to maintain the tooling shall expire two years after the end date of the last accepted purchase order. In the event of a tooling transfer at Buyer's request, Seller will ship one complete tool set, per Buyer's instructions; provided that all associated part invoices have been paid. Buyer is responsible for the shipment and insurance costs.

3. DEVELOPMENT COSTS — Development costs will be invoiced 50% at time of order and 50% at the time of shipment of first articles unless otherwise agreed to in writing. Development costs include engineering and manufacturing time to define the process and qualification methods required for 1st article approval and production.

4. PRICES — All prices are quoted FOB Gardena, California plant unless otherwise stipulated. This quotation is valid for 30 days from date of the quotation. Prices are subject to correction for error. Buyer, upon notification of error, may exercise option to correct or cancel order in writing to Seller.

5. SHIPMENTS AND PAYMENTS — Payment terms are net 30 days from date of invoice, unless otherwise agreed to in writing. Shipments and deliveries hereunder shall at all times be subject to the approval of Seller's Credit Department. If Buyer shall fail to make any payments in accordance with the terms and provisions hereof, Seller in addition to its other rights and remedies but not in limitation thereof may at its option, defer shipments or deliveries hereunder, or under any other contract with Buyer, except upon receipt of satisfactory security or of cash before shipment. In cases where freight allowances are included in quotations, Buyer is liable for any rate increase and for any added expense resulting from compliance with Buyer's shipping instructions.

6. TAXES — Prices named herein shall be subject to an additional charge to cover any existing or future Manufacturing, Sales, Use or similar tax that may be applicable. California Use Tax will be included in the purchase price on the tooling invoice for tooling that is used in the state of California.

7. WARRANTY — Seller expressly excludes all warranties, guarantees and representations expressed or implied, including but not limited to warranties of merchantability, materials, workmanship, design and suitability for a purpose specified or intended. In lieu of all warranties, products sold hereunder will be repaired or replaced or the purchase price will be refunded or pro-rated over the normal life of the product at Seller's option. If return or rejection is made within a reasonable period of time, and if such products (other than components and other items purchased by Seller from others, as to which Seller accords to Buyer the warranty it receives from its supplier) are defective because of faulty material or workmanship. Seller shall in no event be responsible for any consequential damages or for the cost of any work done without Seller's written approval on material unfurnished hereunder.

8. INTELLECTUAL PROPERTY INDEMNITY — Buyer shall defend and save harmless Seller from all damages, claims, demands, actions, or suits based upon actual or alleged infringement of any patent, trademark, or copyright covering purposing to cover the acquisition, use consumption, or resale of goods delivered under this order. It is expressly understood that any technical advice furnished by Seller with reference to the use of its products is given gratis and Seller assumes no obligation of liability for the advice given or the results obtained, all such advice being given and accepted at Buyers risk.

9. DELAYS IN DELIVERIES — Seller shall under no circumstances be responsible for failure to fill any order for reasons beyond its reasonable control, and specifically, but without limitation, when due to: fires; floods; riots; strikes; wars; freight embargos or transportation delays; shortage of labor; inability to secure fuel; material; supplies or power at the current prices or on account of shortages thereof; acts of God or of the public enemy; any existing or future laws or acts of the federal or any state government (including specifically but not exclusively any orders, rules or regulations issued by an official or agency of any such government) affecting the conduct of Seller's business with which Seller in its judgment and discretion deems it advisable to comply as a legal or patriotic duty.

10. WAIVER — No waiver, alteration or modification of any of the provisions hereof shall be binding on the Seller unless made in writing and signed by an officer of Seller. Waiver by either party of any default by the other hereunder shall not be deemed a waiver by such party of any default by the other which may thereafter occur.

11. RETURNS — Materials returned without Sellers written permission will not be received or accepted for credit. All carrier charges must be prepaid on return shipment. Seller must be notified of Buyers intent to return parts within 30 days of incoming inspection or use on the Buyers production line.

12. ENTIRE AGREEMENT — No terms or conditions other than those stated herein, and no agreement or understanding, oral or written, in any purporting to modify these terms, or conditions, whether contained in Buyer's purchase forms, or elsewhere, shall be binding on Seller unless hereafter made in writing and signed by an officer of Seller.

13. SHIPPING AND PACKING — Vendor warrants that the parts shall be suitably packed for shipping.

14. RISK OF LOSS — All risk of loss during shipment shall be sole responsibility of vendor.

15. INSPECTION AND QUALITY CONTROL — Final inspection shall be made within a reasonable time after receipt of goods.

16. RIGHT OF ACCESS — RJ Enterprises, a customer or a regulatory authority shall have the right of access to applicable areas of all facilities, at any level of the supply chain, involved in the order and to all applicable records. To verify that the subcontracted product conforms to specified requirements, the vendor shall provide access to all reasonable facilities and provide assistance for the safety and convenience of the inspectors in the performance of their duties, without additional cost, in order to comply with any and all provisions of quality standards ISO 9001 and AS92100.

17. GOVERNING LAW — This agreement shall be conducted in accordance with the laws of the state of California.

18. NONCONFORMING PRODUCT — The supplier shall notify RJ Enterprises of nonconforming product and obtain approval from RJ Enterprises of nonconforming product dispositions.

19. CHANGES — The supplier shall notify and obtain approvals from RJ Enterprises, when applicable, of any changes in product and /or process, changes in suppliers and changes of manufacturing facility location.

20. SUPPLIER REQUIREMENTS FLOW DOWN — The supplier shall flow down to the supply chain the applicable requirements including customer requirements.

21. RECORD RETENTION — The supplier shall maintain product manufacturing, inspection and test records, as applicable, for a minimum of seven (7) years.

22. CERTIFICATE OF CONFORMANCE — The supplier shall provide a certificate of conformance with all shipments.

23. PRODUCT IDENTIFICATION AND TRACEABILITY — Where applicable, the supplier is required to indicate the lot code, batch number and company part number.

24. TOOLING — Where applicable, the supplier will maintain and control tooling.

25. RAW MATERIAL CERTIFICATES — The supplier shall provide chemical and physical certificates for all raw material.

26. RECEIVING INSPECTION — If raw material is drop shipped to the supplier from an RJ Enterprises vendor, the supplier shall perform receiving inspection to include verification of the raw material identification, count, damage and material/chemical certificates.

27. SPECIAL REQUIREMENTS, CRITICAL ITEMS OR KEY CHARACTERISTICS — If applicable, assure all specified special requirements, critical items or key characteristics are met.

28. QUALITY MANAGEMENT SYSTEM IMPLEMENTATION — Manufacturers and outside process service suppliers shall implement quality management systems.

29. COUNTERFEIT PARTS — The supplier shall prevent the use of counterfeit parts.

30. PERSONNEL AWARENESS — The supplier shall ensure that personnel are aware of: their contributions to product or service conformity; their contribution to product safety and the importance of ethical behavior.

31. PERSONNEL COMPETENCE — The supplier shall ensure that personnel are competent and qualified.

32. CONTROL AND MONITORING — Suppliers’ performance will be monitored on an annual basis and if performance targets are not met, corrective action may be issued.

Document #A-8.4.3 Rev N/C