Sika Automotive Gastonia, Inc.
PURCHASE ORDER TERMS AND CONDITIONS
The purchaser identified on the face of this order, Sika Automotive
Gastonia, Inc. (“Sika Automotive”) agrees to purchase and Supplier agrees
to sell the goods, materials, equipment and machinery (“Goods”) and/or
provide the services (“Services”) described in this purchase order including
in any document, drawing or Schedule referred to or incorporated byreference in this purchase order (collectively, the “Order”), subject to thefollowing:
1. AcceptanceThis Order shall be deemed to be accepted and shall be a binding contract
for the sale of the Goods and/or the provision of the Services upon the firstto occur of the following events: Supplier or its agent executing anddelivering the acknowledgement copy of this Order to Sika Automotive;
Supplier shipping or delivering the Goods to Sika Automotive; or Suppliercommencing the performance of the Services.
2. Governing Terms and Conditions
The terms and conditions set forth in this Order shall constitute the soleand exclusive agreement between Sika Automotive and Supplier relating to
the subject matter of this Order. Acceptance of this Order is expressly
limited to acceptance of the terms and conditions set forth in this Order.
Sika Automotive hereby gives notice that it objects to and rejects any terms
or conditions contained in any document which has been or may in the
future be supplied by Supplier to Sika Automotive which are in addition to,different from, inconsistent with or attempt to vary any of the terms or
conditions of this Order whether such terms or conditions are set forth in
Supplier’s tender, proposal, order acknowledgement, invoice or otherwise.
Sika Automotive´s acceptance of the Goods and/or Services shall not be
construed as an acceptance of any terms or conditions contained in any
such document. If this Order is deemed to be an acceptance of a prior offer
by Supplier, such acceptance is conditional on Supplier’s assent to all theterms and conditions set forth in this Order.
3. Modifications and Revisions
No revision or modification of the terms and conditions of this Order shallbe binding unless such revision or modification is accepted in writing by theparties hereto.
4. Delivery, Title and Risk
Delivery of the Goods to Sika Automotive shall take place at Sika
Automotive’s plant site or such other shipping destination, specified on theface of this Order. Notwithstanding any shipping arrangement specified inthis Order, Supplier shall have the risk of loss for all Goods shipped under
this Order until receipt of such Goods by Sika Automotive at the specified
location, at which time title to and the risk of loss with respect to such
Goods shall pass to Sika Automotive. Partial shipments are not permitted
unless otherwise agreed to in writing by Sika Automotive.
5. Taxes
All applicable sales or use taxes payable by Sika Automotive shall beseparately identified on the face of this Order. Any such taxes not so
identified shall be deemed to be included in the price.
6. Price Inclusive
Unless otherwise specified in this Order, the stated price shall include all
duties, levies, freight charges, packing charges, insurance charges,
installation charges and any other charges whatsoever in connection with
the Goods and/or Services. Supplier shall provide all properly completed
customs invoices, declarations and evidence of export/import as well assuch operating and maintenance manuals as may be reasonably requiredby Sika Automotive.
7. Payment
Unless otherwise specified in this Order, payment of Supplier’s invoice
shall be due 30 days after receipt by Sika Automotive, provided that Sika
Automotive does not otherwise contest the amount of such invoice in goodfaith. In the case of Services performed at Sika Automotive´s plant site,
Sika Automotive Gastonia Inc. – Purchase order terms and conditions

payment shall not be due until Supplier has delivered such releases or
waivers of all claims for mechanics’ and material liens as Sika Automotive
may reasonably require.
8. Inspection & Quality
Seller will conform to the quality control standards and inspection system,
as well as related standards and systems (including without limitation,
quality control policies, ISO 9001:2015 and IATF 16949:2016), that are
established or directed by Buyer. Seller will also participate in supplierquality and development programs of Buyer as directed by Buyer. As
requested by Buyer at any time Seller will participate in and comply with
Buyer programs and standards. All Goods are subject to Sika Automotive’s
final inspection and acceptance on delivery. If rejected, the Goods will beheld for disposal at Supplier’s risk and expense. No inspection, acceptanceof any part or all of the Goods or payment shall relieve Supplier from
responsibility for furnishing Goods conforming to the requirements of thisOrder, nor prejudice any claim, right or privilege Sika Automotive may havefor defective or unsatisfactory Goods, delays in delivery or other noncompliance with this Order.
9. Warranty
Supplier warrants that: (a) it has good and marketable title to all Goods
furnished under this Order and the right to transfer title to such Goods toSika Automotive free of all liens and encumbrances; (b) all Goods supplied
and/or Services provided shall be and be performed in accordance with allapplicable specifications, drawings, descriptions or samples furnished andin accordance with all other requirements of this Order and therepresentations of Supplier; (c) all Goods shall be of merchantable quality
and fit and suited for the purpose and use contemplated by this Order; (d)unless a longer period is specified elsewhere in this Order, all Goods andServices furnished shall be free from defects in material, design andworkmanship for a period of 12 months from the date that, in case ofGoods, the Goods are delivered to Sika Automotive, or in the case ofServices, from the date that the Services are completed; (e) all Services
shall be performed in a workmanlike manner and in accordance withindustry standards; and (f) all computer software, hardware or firmware
supplied by Supplier shall be free of any harmful programs or data that
disrupt the proper operation thereof, and will perform the functions andmeet the performance criteria for such hardware, software or firmware
described in this Order. Supplier shall promptly repair, replace and correct
defects in the Goods or Services not conforming to any warranty, without
expense to Sika Automotive, when notified of such non-conformity by Sika
Automotive.
10. Recall/Service Action
Recalls/Service Actions (“Recall”) are any voluntary or governmentmandated offer by Buyer or Buyer’s Customer (or the Vehicle Manufacturer
in whose vehicles the Supplies are installed) to remedy an alleged defectthat affects safety, quality or performance to address an alleged failure tocomply with any applicable safety standard, contractual requirement or
guideline. Unless otherwise stated in the Order, Seller will be liable forcosts and damages resulting from a Recall if the Recall results in whole orin part from failure of the Supplies. If Seller is liable for a Recall, the extent
of Seller’s liability will be negotiated on a case-by-case basis based on(1) a good faith allocation of responsibility for the Recall,(2) the reasonableness of the costs and damages incurred,(3) the quantity purchased and Order price of the affected Supplies, and(4) other relevant factors. Buyer will notify Seller as soon as practicable
after Buyer learns in writing that a Recall being considered implicates the
Supplies, and thereafter provide Seller with all data relating to the potential
Recall, and give Seller a reasonable opportunity to participate in inquiries
and discussions among Buyer, its Customer, and governmental agencies,and consult with Seller about the most cost-effective method of modifying
or replacing the Supplies, in Order to remedy the alleged defect or noncompliance. In the event Buyer’s customer sets-off the cost of a Recall
against sums due to Buyer and Buyer determines, in good faith, that the
Recall was caused by the failure of the Supplies. Buyer may set-off the
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costs of the Recall against sums due to Seller prior to the negotiations set
forth above.
11. Compliance with Laws; Safety
Supplier warrants that all Goods and Services furnished shall comply withall applicable federal, state and local laws and regulations in force at thetime of supply and/or performance including, without limitation, allapplicable occupational safety and health and environmental laws andregulations. Supplier shall have complete control and responsibility for thesafety and health of its employees and agents while engaged in theperformance of Services at Sika Automotive´s plant site. Supplier shallobtain all necessary permits and/or licenses and give all necessary
notifications for the supply of the Goods and/or the performance of theServices.
12. Delay
Time is of the essence of this contract. Supplier agrees that it willcomplete the delivery of the Goods and/or perform the Services inaccordance with the times specified in this Order. Supplier shall promptly
notify Sika Automotive in writing if the supply of the Goods and/or
performance of the Services will be delayed, indicating the cause andextent of the delay, but this shall not relieve Supplier of its obligation todeliver and/or perform as required by this Order.
13. Cancellation and Waiver of Consequential Damages
In addition to any other rights or remedies which it may have, Sika
Automotive may cancel the supply of the Goods and/or the performance of
the Services or any part thereof because of Supplier’s failure to comply
with any of the terms or conditions of this Order (including, without
limitation, for late delivery of Goods, late performance of Services, ordelivery of Goods which are defective or which do not conform with thisOrder). Furthermore, Sika Automotive may cancel the supply of the Goods
and/or the performance of the Services or any part thereof without cause atits sole option by giving written notice thereof to Supplier. Upon suchcancellation without cause, Sika Automotive shall reimburse Supplier for its
actual direct costs incurred in respect of this Order prior to the effective
date of notice of cancellation together with any actual direct costs resulting
from such cancellation, less the reasonable recoverable value in respect of
any Goods or partially completed Goods which Supplier could reasonably
obtain from a third party. In no event shall Sika Automotive be responsible
or liable for Supplier’s loss of actual or anticipated profits or loss ofbusiness nor for any other special, indirect or consequential damage
arising out of or relating to this Order or from the performance, suspension,
termination or breach thereof, whether based upon principles of equity,contract, tort (including, but not limited to, negligence) or otherwise.
14. Intellectual Property
Supplier acknowledges and agrees that any product which is capable ofcopyright protection made, designed or developed for Sika Automotive
pursuant to this Order shall be a “work made for hire”. Supplier hereby
grants and assigns to Sika Automotive 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 Supplier or its agents or
employees in connection with the performance of this Order. Supplier
warrants that neither the Goods, Services nor use thereof shall infringe on
any existing or pending patent, copyright, trademark, trade name, invention
or process of manufacturing or other intellectual property right.
15. Confidential Nature of Designs, etc.
Any specifications, designs, patterns, samples or other similar items orother technical, commercial or financial information relating to Sika
Automotive’s business (the “Information”) which Supplier may obtain or
which Sika Automotive may in any way disclose to Supplier in connection
with this Order, shall be deemed to be confidential and Supplier shall not
use the Information for its own purposes (other than for this Order), norshall Supplier disclose the Information to any person or firm except as may
be specifically authorized by Sika Automotive in writing.
16. Information Furnished to Sika Automotive
Sika Automotive shall have the right to make copies of or otherwise use forits own purpose (including duplicating any components of the Goods foruse as replacement or spare parts at Sika Automotive´s plant site), any
Sika Automotive Gastonia Inc. – Purchase order terms and conditions

drawings or other information provided by Supplier in the course of its
performance under this Order.

17. Waivers
No waiver of any provision of this Order shall: (a) be binding unless given
in writing and signed by an authorized officer or agent of the party to bebound thereby; or (b) imply a waiver of that provision for the future or of
any other provisions in this Order unless the waiver expressly so states.
18. Assignment and Subcontracting
No part of this Order may be assigned or subcontracted by Supplier
without the prior written consent of Sika Automotive. No assignment or
subcontracting of all or any part of this Order by Supplier will relieve
Supplier from liability under this Order.
19. Governing Law
This Order shall be governed by and construed in accordance with thelaws of the State of North Carolina, without regard to conflicts-of-laws
principles that would require the application of any other law, and excluding
the United Nations Convention on Contracts for the International Sale ofGoods. Any legal action or proceeding hereunder shall be brought in the
courts of the State of North Carolina and each party hereby irrevocably
accepts the exclusive jurisdiction of such courts, waives any objection it
may now or hereafter have to venue or to convenience of forum andagrees not to plead or claim that any such court lacks jurisdiction over suchparty.
20. Supplier Indemnity
Except as expressly prohibited by law, Supplier shall indemnify and holdSika Automotive harmless from and against any and all claims, demands,
losses, expenses, costs (including attorneys’ fees), fines and penalties
sustained or incurred by or asserted against Sika Automotive to the extent
based upon, related to or arising out of: (a) any breach by Supplier of any
term, condition, covenant or warranty contained in this Order; (b) any
defect in the Goods or Services furnished pursuant to this Order; or (c) any
negligent act or omission of Supplier or Supplier’s agents, officers,
employees or subcontractors in the course of furnishing the Goods and/or
Services.
21. Site WorkWhen any aspect of this Order involves attendance at or the performanceof Services at Sika Automotive´s plant site, the following additional
provisions shall apply: (a) Supplier and its agents, officers, employees andsubcontractors shall comply with all plant site rules and all safety andsecurity regulations imposed by Sika Automotive; (b) Supplier shall take allnecessary precautions to prevent the occurrence of any injury to person orproperty during the performance of the Services; (c) Supplier shall maintainthe following insurance during the performance of the Services, and shallprovide Sika Automotive with satisfactory proof of such insurance
coverage: (i) general liability insurance covering all sums which Suppliershall become liable to pay as damages arising out of property damage,personal injury or death; (ii) automobile liability insurance covering all sums
which Supplier shall become liable to pay as damages arising out bodily
injury, death or property damage, arising out of the operation of owned or
non-owned vehicles; (iii) Workers’ Compensation Insurance to conformwith the laws and limits in accordance with statutory requirements of theapplicable jurisdiction and employer’s liability insurance covering all sums
which Supplier shall become liable to pay as damages arising out of bodily
injury to or occupational disease of the employees of Supplier or
employees of any subcontractor of Supplier; and (iv) if the Services require
any professional engineering, design, architectural or survey services,
professional liability insurance covering all sums which Supplier shallbecome liable to pay as damages arising out of property damage, bodily
injury or death; (d) all required insurance coverage specified above shall:(i) except as otherwise provided, provide for combined single limit ofliability for each occurrence of not less than $2,000,000.00; (ii) include a
waiver of subrogation clause in favor of Sika Automotive; (iii) name Sika
Automotive as an additional insured with respect to the operations ofSupplier; and (iv) provide that at least 30 days’ written notice shall be given
to Sika Automotive prior to any material change or cancellation of any suchpolicy or policies.

February, 2019