SUPPLIER TERMS AND CONDITIONS     APPLICABILITY Except as otherwise expressly provided in a writing signed by an officer of Precision Gear LLC (“Precision Gear”), these Terms and Conditions apply to any purchase of goods or services by Precision Gear from a supplier (“Supplier” or “you”).  Precision Gear reserves the right to update or modify these Terms and Conditions at any time without prior notice.   CONTRACT   Your acceptance of a purchase order from Precision Gear, including by submission or return of an express acknowledgment thereof, submission of a response to an RFP or RFQ (including, e.g., by fax or through the precisiongear.net website) or delivery of the goods or services referenced therein (in each case, a “Purchase Order” constitutes your agreement to follow and be bound by the current Terms and Conditions.  For this reason, Precision Gear encourages you to review these Terms and Conditions whenever you consider accepting a Purchase Order.  No purported change, modification or revision of a Purchase Order  or any term therein (including goods, services, prices, delivery or payment terms, etc.) or in these Terms and Conditions shall be effective unless expressly agreed to in writing by Precision Gear, and any failure of Precision Gear to specifically reject (either orally or in writing) any conflicting term(s) purporting to modify a Purchase Order or any term therein or herein shall not constitute assent thereto by Precision Gear.  Acceptance of a Purchase Order by Supplier affects a contract between Supplier and Precision Gear.     PRICES   Except as otherwise specified in a writing signed by Precision Gear, prices for all goods and services shall be as specified in a Purchase Order.  Supplier warrants that the prices for all goods and services sold to Precision Gear are no less favorable than those then extended to any other party for the same or like goods or services.  In the event Supplier establishes or offers a lower price for the sale of such goods or services to any other party, from the date of acceptance of a Purchase Order to the date the invoice for same is sent to Precision Gear, Supplier agrees to reduce such price(s) to Precision Gear correspondingly.      EXTRA CHARGES Except as specified in a Purchase Order, no additional charges of any kind, including charges for packing, cartage, taxes, import or export duties, excises, or other extras, will be allowed or payable by Precision Gear unless specifically agreed to in writing in advance by Precision Gear.     SUB-CONTRACTORS Upon request of Precision Gear, Supplier will identify all sub-contractors providing goods or services in connection with Supplier’s prior or prospective fulfillment of a Purchase Order; provided further that Supplier will engage any sub-contractor(s) designated by Precision Gear.     ACCESS TO FACILITIES Supplier shall grant reasonable access to Supplier’s facilities and records (and, as applicable, to facilities and records of Supplier’s sub-contractors) to representatives of Precision Gear, as well as government and/or regulatory agencies, for purposes of assessing Supplier’s compliance with all relevant legal, regulatory and contractual requirements, including those specified in a Purchase Order.     TAXES Supplier’s prices shall exclude any federal, state or local sales, use or excise taxes levied upon or measured by the sale, the sale price or use of goods or services provided by Supplier hereunder.  All such taxes, which are lawfully applicable and are to be paid by Precision Gear, shall be listed separately on Supplier’s invoice(s).  Tax exemption certificates or other evidence of exemption, furnished by Precision Gear, shall be accepted by Supplier in lieu of Precision Gear’s payment of such taxes.     PACKAGING AND DELIVERY Deliveries are to be made in quantities and at times and places specified in a Purchase Order.  Precision Gear reserves the right at any time to cancel and void an order or any part thereof without liability if delivery is not made in conformance with the applicable Purchase Order prior to 3:00 PM (local time) on the date specified. Goods or deliveries, which do not conform to a Purchase Order, may be returned at Supplier’s expense.  Supplier warrants that good will be packaged properly and any damage to goods due to inadequate packaging will be the responsibility of Supplier and will entitle Precision Gear, in addition to any other right or remedy it may have, to refuse same, at Supplier’s expense.   TITLE AND RISK OF LOSS Unless otherwise provided, prices are F.O.B. at the destination specified in the Purchase Order and title and risk of loss shall pass upon Precision Gear’s acceptance of the goods as provided herein.      INSPECTION AND ACCEPTANCE Goods shall be accepted when such goods have been delivered to Precision Gear and have passed Precision Gear’s inspection and tests.  Services shall be accepted ten (10) days after performance thereof by Supplier, absent rejection by Precision Gear within such time.  Neither acceptance nor rejection of all or any part of such goods or services by Precision Gear shall relieve Supplier of any of its obligations or warranties hereunder, nor bar or limit any claim by Precision Gear based upon any default of Supplier or defect in the goods or services.  In no event, shall payment be deemed to constitute acceptance. In event that goods or services are rejected, Precision Gear may cancel the Purchase Order as to some or all such goods and services and provide notice to Supplier.  Goods not accepted by Precision Gear (including any in excess of the quantity specified in an applicable Purchase Order) will be held at Supplier’s risk; provided that, Precision Gear may (and at Supplier’s direction shall) return such goods to Supplier at Supplier’s risk; all transportation and handling charges, both to and from the original destination, shall be paid by Supplier; and any payment previously made for such goods shall be promptly refunded by Supplier to Precision Gear.  Return of goods by Precision Gear shall not constitute a waiver of any right or remedy, which Precision Gear may have as a result of or in connection with same.      COMPLIANCE WITH REQUIREMENTS Supplier is responsible to verify and demonstrate compliance with all applicable requirements, including as specified in a Purchase Order.  No audit, surveillance, inspection and/or tests made by Precision Gear, its representatives, or representatives of its customers, wherever undertaken, shall relieve Supplier of applicable requirements nor preclude subsequent rejection of goods or services by Precision Gear or its customers.     PAYMENT Except as otherwise provided in a Purchase Order, undisputed invoices are due and payable net forty five (45) days from receipt.  Disputed invoices will not become due and payable until such dispute has been resolved to the mutual satisfaction of the parties.  Supplier agrees to notify Precision Gear at least forty eight (48) hours prior to shipment of any C.O.D. order.     WARRANTIES In addition to warranties implied by law, and except as otherwise provided in an applicable Purchase Order, Supplier warrants (i) that all goods supplied hereunder will be free from defects in material and workmanship and conform to and perform in accordance with all applicable requirements (including as specified in a Purchase Order), and the use or sale thereof by Precision Gear or its customers will not infringe or misappropriate any patent, copyright, trademark, trade secret or other proprietary right; (ii) that all services supplied hereunder will be performed in a competent and workmanlike manner by qualified personnel and will conform to all applicable requirements at the time of such performance; and (iii) that in its performance under any Purchase Order, Supplier will comply fully with all applicable federal, state and local laws and regulations.     INDEMNIFICATION Supplier shall defend, indemnify and hold harmless Precision Gear and its customers against any and all losses, claims, liabilities, costs and expenses (including but not limited to attorney fees) arising from any allegation (i) of injury to person(s) or damage to property resulting from goods or services provided by Supplier hereunder or the use thereof; (ii) of any defect in the goods or services provided by Supplier hereunder; (iii) of harm resulting from any act or omission of Supplier, its agents, employees or sub-contractors; or (iv) otherwise, which, if true, would constitute a breach of Supplier’s warranties hereunder.  In any suit or proceeding in which Supplier is obliged to indemnify Precision Gear, in the event that Precision Gear or its customers may be enjoined from using, in whole or in part, any goods or services provided by Supplier, in addition to any other right or remedy Precision Gear may have, Supplier, at Precision Gear option and Supplier’s expense, shall promptly; (i) secure on behalf of Precision Gear and its customers the right to use such goods or services, or (ii) modify or replace said goods or services such that they continue to meet all applicable requirements but use thereof by Precision Gear or its customers is not subject to injunction.     COMMITMENTS Unless otherwise authorized in writing by Precision Gear, Supplier shall not make commitments for materials nor fabricate goods intended for Precision Gear in advance of time necessary to permit timely delivery of same.     CHANGES Any proposed change(s) to goods, services, manufacturing process, materials, packaging, delivery, or sub-contractor(s) employed by Supplier in connection with a Purchase Order must be approved in advance, in writing by Precision Gear, and any change made by Supplier without Precision Gear’s approval may result in cancellation of the Purchase Order or rejection of the goods or services, at no cost to Precision Gear.  All Purchase Orders shall be subject to cancellation or modification by Precision Gear, provided that, in the event of such a cancellation or modification, Precision Gear shall be responsible only for the price of goods or services accepted, if any, plus the actual, documented, reasonable costs incurred by Supplier to effect such modification or cancellation.  Any increase in the price of the goods or services resulting from modification of a Purchase Order is subject to the prior written approval of Precision Gear.     DEFAULT Precision Gear reserves the right, by written notice, to cancel a Purchase Order without cost or liability in the event of (i) insolvency of Supplier, (ii) the filing of any petition in bankruptcy (voluntary or involuntary) seeking to have Supplier declared bankrupt, (iii) the appointment of a receiver or trustee for Supplier, or (iv) the execution by Supplier of an assignment for the benefit of creditors.  If Supplier fails to perform or breaches any of the terms or conditions of a Purchase order or these Terms and Conditions, Supplier agrees that Precision Gear may, immediately upon written notice to Supplier and without any cost or liability, (i) cancel any Purchase Order, in whole or in part, and/or (ii) obtain replacement goods or services from another source, and that Supplier will reimburse Precision Gear for any additional costs resulting therefrom. Neither party shall not be responsible for delays or defaults that are caused by acts of God, wars, riots or other extraordinary circumstances, but only to the extent that such party’s timely performance is thereby rendered impossible, in which event Precision Gear reserves the right to cancel any affected Purchase Order without cost or liability on any kind.   SPECIAL TOOLS Unless otherwise specified, all drawings, designs, patterns, tools, dies, jigs, machinery and equipment needed by Supplier for its performance under any Purchase Order shall be obtained by Supplier at its own expense and shall be the property of Supplier.  Any drawings, designs, patterns, tools, dies, jigs, machinery, equipment or similar materials provided to Supplier by Precision Gear, shall, upon Precision Gear’s request, be returned promptly to Precision Gear or otherwise satisfactorily accounted for, and Supplier, at its expense, shall insure all such items for the reasonable value thereof against loss or damage of any kind.     ASSIGNMENT No Purchase Order, nor any right or obligation thereunder, may be assigned or transferred, in whole or in part, to any third party without the prior written consent of Precision Gear.  In all events, Supplier shall remain responsible for performance of every Purchase Order and all obligations thereunder.     REMEDIES To the greatest extent permitted by applicable law, and notwithstanding anything to the contrary herein, Precision Gear’s rights and remedies hereunder and under every Purchase Order shall be cumulative and not exclusive.     APPLICABLE LAW These Terms and Conditions, every Purchase Order and every contract resulting from the acceptance thereof by Supplier shall be governed by and construed according to the laws of the State of Ohio, without regard to its choice of law provisions.