These Terms and Conditions govern sales of custom manufactured production parts (Products) and related services by Ames Industries, Inc. (Seller) to the purchaser (Buyer), when incorporated into the parties’ agreement as provided below.

1 General and order acceptance

Seller’s quotations and acceptance of Buyer’s orders are expressly conditioned on Buyer’s assent to these Terms and Conditions. Seller objects to additional or conflicting terms in Buyer’s purchase orders, supplier portals, releases, manuals, or other documents unless expressly accepted in writing by Seller’s authorized representative. Seller’s receipt of an order, use of a portal, or failure to object again does not by itself constitute agreement to Buyer’s terms.

A separately negotiated agreement signed by both parties controls over conflicting provisions of these terms. Subject to that agreement, expressly agreed terms in Seller’s quotation or order acknowledgment control over these general terms. A separate tooling agreement controls tooling construction and ownership where applicable. Quality documents govern technical requirements only and do not change commercial or liability terms unless expressly agreed in writing.

Orders and releases require Seller’s written acceptance. Electronic records may document orders, releases, and agreed changes. Part numbers, revisions, quantities, prices, and requested dates must be clearly identified. The parties shall resolve material conflicts before production commitments are made.

2 Taxes

Prices exclude sales, use, excise, and similar transaction taxes unless stated otherwise. Buyer shall pay applicable taxes, excluding taxes on Seller’s net income, or provide valid exemption documentation. Seller may add taxes it is required to collect to its invoices.

3 Quotations and pricing

Quotations are valid for thirty (30) calendar days unless stated otherwise. Prices are in U.S. dollars and are based on the quoted annual volume, production lot size, release frequency, cycle time, cavity count, yield, material, packaging, inspection requirements, and other stated assumptions. Estimated annual usage is a pricing assumption and does not alone constitute a purchase commitment.

If actual requirements or validated production performance materially differ from these assumptions, Seller may submit revised pricing and supporting reasons. Seller may also review pricing annually and when significant changes occur in material, labor, utilities, freight, duties, or other manufacturing costs. Unless another mechanism is agreed, revised pricing requires thirty (30) days’ written notice and applies to orders or releases accepted after its effective date. Previously accepted firm orders remain at the agreed price unless the parties agree otherwise or an expressly agreed adjustment formula applies.

Quoted minimum order quantities, minimum production quantities, setup charges, changeover charges, and minimum order values apply as stated in the quotation and accepted order. Requests below those quantities require Seller’s written acceptance of revised pricing or a minimum production charge. A blanket order quantity does not eliminate charges applicable to individual production runs. Any tooling or equipment amortization balance is recoverable only under an expressly agreed amortization arrangement.

4 Scheduling delivery and risk of loss

Forecasts support planning but do not authorize production, material purchases, or reserved capacity unless agreed in writing. An accepted firm release establishes its committed quantity and date. A blanket purchase order may separately authorize purchases and production before individual shipping releases, as provided below. The quotation or order acknowledgment shall identify manufacturing lead times and any firm scheduling window. Blanket orders do not reserve capacity unless expressly agreed.

Blanket purchase orders. As a condition of accepting a blanket purchase order, Seller requires Buyer’s written agreement identifying the part numbers and revisions, total committed quantity, final date for taking delivery, and authority to procure materials and manufacture ahead of individual releases. Under such an agreement, releases schedule shipments against the blanket commitment; the absence, reduction, or cancellation of releases does not eliminate Buyer’s obligation for authorized remaining Products, work in process, resin, purchased components, and other commitments under Section 15. A quantity identified only as an estimate, forecast, or maximum is not a firm quantity commitment unless Buyer expressly agrees otherwise in writing.

Procurement and production authorization. Unless Buyer and Seller agree to narrower limits in writing, the agreed firm blanket quantity authorizes Seller to procure the resin, colorants, inserts, purchased components, packaging, and other materials reasonably required for that quantity and to manufacture conforming Products up to the undelivered committed quantity before receipt of individual shipping releases. Material planning may include documented normal processing allowances. Supplier minimum purchases, safety stock, or quantities exceeding those reasonably required for the committed quantity must be disclosed and approved by Buyer in writing. These authorizations, including any limits or procurement horizons, shall be recorded in the accepted blanket order or a separate authorization agreed by Buyer.

Lead times begin after Seller receives the accepted release or blanket production authorization, required approvals, usable tooling, complete specifications, and any required payment. Seller shall communicate material delays and revised dates promptly. Expedited production, overtime, special freight, and capacity reservations require written agreement on availability and charges. Buyer-caused delays may require rescheduling based on available capacity.

Unless expressly agreed otherwise, delivery occurs at Seller’s shipping dock when the Products are loaded onto Buyer’s designated carrier. Title and risk of loss pass at that point. Buyer pays freight and transit insurance. If an Incoterm is specified, the accepted order must identify the rule, named place, and edition; that agreed rule governs delivery and risk in case of conflict. Early or partial shipments require Buyer’s agreement or an agreed shipping window.

If Buyer delays collection of completed conforming Products beyond the accepted shipping date, Seller may charge reasonable documented storage and handling costs after written notice. Any alternative invoicing or risk-transfer arrangement for held goods must be agreed in writing.

5 Credit approval

Credit is subject to Seller’s approval. If payment is overdue or Seller has reasonable grounds for insecurity about payment, Seller may request adequate assurance, a deposit, or payment in advance and may suspend affected performance as permitted by applicable law. Seller shall provide written notice identifying the concern. Resulting schedules are subject to available capacity after the concern is resolved.

6 Payment terms

Unless otherwise agreed in writing, payment is due in advance, or net thirty (30) calendar days from shipment for approved open accounts. Seller may invoice each shipment separately. Payments shall be in U.S. dollars. Buyer shall promptly identify disputed amounts with supporting details and pay undisputed amounts when due. Deductions, debit memos, and chargebacks require Seller’s written agreement, subject to rights that cannot lawfully be waived.

Past-due amounts may bear interest at one and one-half percent (1.5%) per month or the maximum lawful rate, whichever is lower. Buyer shall reimburse reasonable collection costs, including reasonable attorneys’ fees, to the extent permitted by law.

7 Security interest

To secure payment for Products supplied, Buyer grants Seller a security interest in those Products and their identifiable proceeds to the extent permitted by law. Buyer shall reasonably cooperate with documentation and filings required to perfect that interest. Seller’s enforcement is subject to applicable law and does not authorize unlawful repossession or a breach of the peace.

8 Events beyond reasonable control

Neither party is liable for delay or failure caused by an event beyond its reasonable control, including natural disaster, war, government restriction, widespread utility or transportation interruption, or an unavoidable supplier disruption. The affected party shall promptly notify the other, explain the expected impact, and use commercially reasonable efforts to mitigate and resume performance. Ordinary cost increases alone do not excuse performance. Seller may reasonably allocate constrained supply among affected customers. Payment for Products already delivered remains due. If disruption continues for ninety (90) days, either party may terminate affected unperformed releases by written notice, with authorized inventory and commitments addressed under Section 15.

9 Limited warranty

Seller warrants that, at delivery, Products will conform to the specifications and revisions expressly accepted by Seller and will be free from defects in Seller’s materials and workmanship. Buyer must notify Seller of a warranty claim within twelve (12) months after delivery, with reasonably available supporting evidence. This proposed warranty period is subject to the internal review noted at the end of this draft.

The warranty does not cover a condition caused by Buyer’s design, unsuitable Buyer-specified materials, deficient Buyer-supplied tooling, unauthorized modification, misuse, improper storage, or normal wear. Seller remains responsible for a failure caused by its own failure to follow the agreed manufacturing requirements. Buyer is responsible for validating the Product’s suitability for its intended application and finished assembly.

For a verified covered defect, Seller shall, at its option and within a reasonable time, repair or replace affected Products or refund their purchase price. Seller shall pay reasonable return freight it authorizes for a verified covered defect. These remedies are Buyer’s exclusive contractual warranty remedies to the extent permitted by law.

EXCEPT FOR THE EXPRESS WARRANTY IN THIS SECTION, SELLER DISCLAIMS ALL OTHER WARRANTIES TO THE EXTENT PERMITTED BY LAW, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. NO EMPLOYEE MAY EXPAND THIS WARRANTY WITHOUT WRITTEN AUTHORIZATION FROM SELLER.

10 Limitations of liability

TO THE EXTENT PERMITTED BY LAW, SELLER’S AGGREGATE LIABILITY ARISING FROM AN ORDER, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE PURCHASE PRICE OF THE PRODUCTS OR SERVICES GIVING RISE TO THE CLAIM. SELLER SHALL NOT BE LIABLE FOR LOST PROFITS, LOSS OF PRODUCTION, BUSINESS INTERRUPTION, OR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING DOWNSTREAM LINE STOPPAGE OR RECALL COSTS THAT CONSTITUTE SUCH DAMAGES.

These limitations do not exclude liability that applicable law prohibits limiting and do not apply to Seller’s fraud or willful misconduct. Their application to negligence, indemnity, property damage, and any failure of an exclusive remedy remains subject to applicable law. The parties’ pricing reflects this allocation of risk.

11 Inspection acceptance and returns

Buyer shall inspect Products promptly and notify Seller in writing of visible defects, shortages, or other reasonably discoverable nonconformities within thirty (30) calendar days after receipt. Notice shall identify the part, lot, quantity, and claimed nonconformity. Failure to give timely notice constitutes acceptance for such discoverable conditions, subject to applicable law. Acceptance does not waive timely claims for latent defects covered by Section 9.

Buyer shall preserve affected Products and traceability records and give Seller a reasonable opportunity to inspect and remedy a claim. Returns require Seller’s written return authorization. Buyer shall obtain Seller’s written approval before charging sorting, rework, replacement sourcing, or other corrective costs, except reasonable emergency measures required by law or necessary to prevent imminent personal injury or property damage, with prompt notice. Conforming custom Products are not returnable for convenience without Seller’s written agreement.

12 Customer designs and third party claims

Buyer is responsible for the accuracy of its designs, specifications, application requirements, and instructions and for its right to use them. Buyer shall defend and indemnify Seller against third-party intellectual property claims to the extent caused by Seller’s compliance with Buyer-provided designs or specifications. Buyer shall also indemnify Seller against third-party injury or property damage claims to the extent caused by Buyer’s design, misuse, or unauthorized modification, excluding the portion caused by Seller’s breach, negligence, or willful misconduct.

Seller shall promptly notify Buyer of a covered claim, permit Buyer to control its defense with competent counsel, and reasonably cooperate at Buyer’s expense. Buyer may not settle a claim by admitting fault by Seller or imposing nonmonetary obligations on Seller without Seller’s consent. Responsibility for infringement arising from technology independently supplied by Seller must be addressed in the applicable quotation or separate written agreement; this section does not transfer that responsibility to Buyer.

13 Customer tooling and supplied property

Ownership of customer-funded tooling is governed by the applicable tooling agreement. Providing tooling to Seller does not transfer ownership. Buyer shall supply tooling, inserts, materials, and other property in a condition suitable for the agreed production requirements and disclose known limitations. Acceptance of a transferred mold does not guarantee its cycle time, yield, remaining life, or ability to meet specifications before evaluation and production validation.

The quotation shall identify included routine maintenance and any separately charged maintenance allowance. Major repairs, worn components, mold redesign, refurbishment, and correction of preexisting deficiencies are Buyer’s responsibility unless caused by Seller’s negligence or otherwise agreed. Seller shall obtain written authorization before chargeable repairs. Seller may suspend affected production if tooling cannot safely or consistently make conforming parts and shall identify the repair or commercial decision needed to resume.

Seller shall exercise reasonable care with Buyer’s property. Buyer shall maintain appropriate property insurance; that obligation does not excuse Seller’s responsibility for loss caused by its negligence or willful misconduct. Buyer is responsible for approved repair and transport costs. Tool release, any lawful lien, storage, and disposal must follow the tooling agreement and applicable law; these terms do not grant Seller ownership of abandoned tooling or an unrestricted right to withhold it.

14 Confidential information and manufacturing knowledge

Each party shall protect the other’s confidential technical and commercial information using reasonable care and shall use it only to perform the agreement. Disclosure is limited to persons with a need to know who are bound to confidentiality. These duties exclude information lawfully known without restriction, independently developed, publicly available without breach, or lawfully obtained from a third party. Legally compelled disclosure is permitted with advance notice when lawful.

Buyer retains its designs and supplied information. Seller retains its preexisting and independently developed process knowledge, setup methods, manufacturing techniques, software, and know-how, subject to expressly agreed deliverables and ownership terms. Upon request, confidential information shall be returned or destroyed, except legally required retention and protected routine backups.

15 Material commitments cancellation and obsolete inventory

Buyer may cancel or reduce an accepted order, blanket purchase order, or release only with Seller’s written consent and settlement of the obligations in this section. These obligations apply to authorized commitments made before Seller receives the cancellation or reduction request, whether or not Buyer has issued individual releases for shipment. They also apply when Buyer terminates a program, changes the design or material, allows a blanket order to expire without taking its committed inventory, or fails to take delivery by the agreed final date. A pending cancellation request does not itself cancel the order; Seller shall nevertheless take commercially reasonable steps to avoid increasing the affected inventory exposure.

Remaining finished parts. Buyer shall purchase and take delivery of all remaining conforming finished Products manufactured within the blanket or other written production authorization at the applicable agreed unit prices. This obligation includes authorized inventory awaiting releases and approved safety stock. Buyer’s lack of demand, cancellation of its own customer’s orders, or failure to issue releases does not excuse payment. Seller shall not complete additional parts solely to increase a cancellation charge; further completion of work in process must be authorized by Buyer or reasonably necessary to reduce the total loss.

Remaining resin, purchased components, and other materials. Buyer shall purchase all unused resin, colorants, inserts, purchased components, packaging, and other materials acquired or irrevocably committed within the agreed authorization for the affected blanket order or program, including approved supplier minimum purchases and safety stock. The price shall be Seller’s documented acquisition cost, including attributable inbound freight, duties, and nonrefundable supplier charges, plus any handling charge expressly agreed in advance. Purchased components include items acquired from outside suppliers for incorporation into, assembly with, or delivery with Buyer’s Products. The obligation covers components on hand and noncancelable supplier orders not yet delivered to Seller, whether standard catalog items or custom-made items, provided they fall within the agreed authorization. Buyer shall also pay reasonable unavoidable supplier cancellation charges when cancellation reduces the total settlement cost. Buyer’s later demand reduction does not retroactively withdraw an authorization already relied upon by Seller.

Work in process and settlement. Buyer shall purchase authorized work in process at Seller’s reasonable documented cost incurred through the effective stop date, including material, direct labor, and allocable manufacturing overhead. Buyer shall pay reasonable unavoidable storage, handling, and authorized disposal costs. Resin, purchased components, and other materials incorporated in finished Products or work in process shall not also be billed separately as unused inventory. Seller shall provide an itemized statement of part quantities, purchased component quantities, material quantities, costs, and outstanding supplier commitments and shall credit actual supplier refunds, returns, resale, or reuse to prevent duplicate recovery. Seller shall use commercially reasonable efforts to mitigate the loss. Inventory made unusable solely by Seller’s failure to exercise reasonable care is excluded from Buyer’s buyout obligation.

Payment and collection. Unless another written settlement is agreed, amounts for remaining Products, work in process, purchased components, and materials on hand are due within thirty (30) calendar days after Seller’s itemized invoice, regardless of whether Buyer issues further releases or arranges collection. Buyer shall arrange collection within the same period at its expense. Noncancelable purchased components and materials still on order shall be invoiced when received or when Seller becomes obligated to pay the supplier; each such invoice is due within thirty (30) calendar days. Payment does not relieve Seller of its obligation to make the purchased inventory available when received. Reasonable storage charges may accrue after the collection deadline upon written notice. Title and transit risk otherwise follow Section 4. Disposal requires Buyer’s written authorization or a separate lawful procedure. Any additional cancellation profit allowance, reserved-capacity charge, or unamortized investment recovery must be expressly agreed in advance.

16 Rescheduling and inactive programs

Rescheduling accepted releases requires Seller’s written agreement. A request to delay delivery by more than thirty (30) calendar days may be treated as a cancellation request for the affected quantity. Approved rescheduling may include reasonable documented incremental costs for storage, handling, setup, and noncancelable commitments.

Buyer shall promptly notify Seller of expected demand reductions or program discontinuation. Buyer shall take delivery of authorized blanket inventory by the agreed final date unless Seller agrees to an extension in writing. Expiration, closure, replacement, or nonrenewal of a blanket purchase order does not extinguish accrued inventory or payment obligations. If Buyer does not take delivery by that date, Seller may invoice the remaining authorized inventory under Section 15. A replacement blanket order carries prior inventory forward only if the parties expressly document the quantities and continuing Buyer responsibility; it does not release prior obligations by itself. If a program has no firm releases for ninety (90) days and no final delivery date has yet arrived, Seller may request a written disposition plan; inactivity alone does not authorize disposal. Either party may discontinue future unaccepted business on ninety (90) days’ written notice. Accepted blanket commitments and the buyout obligations in Section 15 survive discontinuation.

17 Specifications quality and engineering changes

Buyer shall provide complete drawings, models, revisions, material requirements, critical characteristics, and quality requirements before quotation and acceptance. Conflicts between models, drawings, samples, or specifications must be resolved in writing; no document automatically overrides another unless the parties establish that priority. Buyer shall approve required samples, deviations, or validation submissions before production release.

Prices include only quoted inspection, documentation, and testing. PPAP, capability studies, special traceability, full inspection, cosmetic standards, regulatory certifications, and record retention requirements must be disclosed and accepted in writing. Approved samples do not waive written specifications unless documented as a deviation. Normal process variation does not excuse failure to meet agreed acceptance criteria.

Engineering changes require written agreement on revision, price, validation, timing, tooling work, and disposition of existing inventory before implementation. Seller shall not make material or specification substitutions without required written approval. Buyer delays in decisions or approvals may affect price and schedule. Buyer may incorporate or resell conforming Products in its normal business.

18 Packaging and labeling

Prices include only the packaging and labeling specified in the quotation or, if none is specified, Seller’s standard commercial packaging. Special containers, labels, preservation, returnable packaging management, or revised pack quantities may require additional charges agreed before implementation. Buyer shall provide applicable requirements and maintain an adequate supply of Buyer-owned returnable containers. Packaging changes may affect quantity per shipment and lead time.

19 Ownership and licenses

Title to Products passes as provided in Section 4. Buyer may use and resell those Products. It does not transfer Seller’s unrelated intellectual property or process know-how. Tooling, design, and engineering deliverable ownership shall be expressly defined in the applicable quotation or tooling agreement. A setup or nonrecurring engineering charge does not, by itself, transfer ownership of Seller’s equipment or background intellectual property.

20 Nonwaiver and severability

A failure to enforce a provision on one occasion does not waive future enforcement. If a provision is unenforceable, the remaining provisions remain effective to the extent they can operate consistently with the agreement’s purpose and applicable law.

21 Governing law and disputes

The agreement is governed by the laws of the Commonwealth of Pennsylvania, excluding its conflict-of-law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply. The parties consent to exclusive jurisdiction in the state courts in the Pennsylvania county where Seller’s principal office is located and the federal district court serving that county. Pennsylvania and this venue formulation are proposed for confirmation before issuance.

22 Assignment

Buyer may not assign the agreement or delegate performance without Seller’s prior written consent, which shall not be unreasonably withheld. Seller may assign receivables for financing. Other transfers by either party require the other’s written consent, which shall not be unreasonably withheld. Assignment does not release accrued obligations without express written agreement.

23 Entire agreement and changes

The documents identified in Section 1 constitute the agreement for the applicable transaction and supersede prior discussions on that transaction. These terms do not displace an existing signed supply agreement or confidentiality agreement. Changes require written agreement by authorized representatives of both parties. An updated website or revised standard terms do not retroactively amend an accepted order.

24 Notices

Commercial notices may be delivered by email to the contacts designated in the quotation, order acknowledgment, or subsequent written notice. Notices of default, termination, or legal claims shall also be sent by recognized overnight courier or certified mail to the designated business address. Email notice is effective upon acknowledged receipt; courier or mailed notice is effective upon documented delivery. Each party shall keep its designated contact information current.

25 Export controls and compliance

Each party shall comply with laws applicable to its performance. Buyer shall provide required end-use and destination information and shall not export, reexport, or transfer Products or technical information in violation of applicable controls. Performance requiring governmental authorization is subject to obtaining that authorization. Buyer shall disclose application-specific regulatory requirements before quotation; Seller undertakes additional certifications or compliance documentation only when expressly accepted in writing. Neither party is required to take an unlawful action.