EXHIBIT 10.32


 


July 10, 2003


 


Mr. Mitch
Marecki

Senior Manager

Service Parts Procurement

DaimlerChrysler Corporation

26311 Lawrence Avenue

Centerline, Michigan 48015-1201


 


Subject:  DaimlerChrysler/Aarons Automotive Products
Letter of Agreement Dear Mr. Marecki;


 


Dear Mr.
Marecki:


 


This letter
sets forth the agreement between DaimlerChrysler Corporation (“DCX”) and
Aaron’s Automotive Products, Inc. (“AAP”) regarding certain changes to the
agreement pursuant to which AAP supplies remanufactured product to the Mopar
Division of DCX.


 


1)                          Price Concession:


1.                           AAP
will agree to [XXX] price
concession on all remanufactured product currently supplied to support Mopar’s
Remanufacturing Enterprise.


2.                           AAP
will provide additional price concessions of [XXX]
each for the years 2004 and 2005; the effective dates for these future
concessions will be January 1st of each year.


 


2)                          Length of Contract:


1.                           DCX and
AAP agree that this Letter of Agreement shall cover the time frame 6/30/03
through 12/31/05.  During that time period
DCX may not (i) terminate without cause part or all of this agreement or
any order with respect to any Continuing/Replacement business (as defined in
paragraph 3.2. below), other than the 606 transmission business, or
(ii) obtain Continuing/Replacement business, other than the 606
transmission business, from third parties or from within DCX or its
subsidiaries, except to the extent that AAP is unable to provide
Continuing/Replacement business.


 


3)                          “New” vs.
“Continuing/Replacement” Business Opportunities:


1.                           AAP
recognizes DCX/Mopar’s intent to competitively quote “New” business
opportunities.  Both parties agree that
“New” business is defined as any introductory product that represents distinct
differentiation from any current product.


2.                           AAP
agrees to [XXX] Pricing Policy”
regarding “Continuing/Replacement” business opportunities.  “Continuing/Replacement” business
opportunity is defined as (i) any current product or product line
(including subsequent model years) and (ii) any new product or product
line that replaces a current product (ex: 
48RE replacing 47RE).


3.                           Should
the [XXX] Pricing Policy” prove
insufficient in certain instances regarding resolution of possible differences
of opinion between Mopar and AAP, DCX acknowledges that AAP, during the term of
this agreement, [XXX].


 

















 


4.                           Both
parties agree that the 45RFE Program
will be considered as “Continuing/Replacement” business.


 


4)                          Continuing MCM Participation:


1.                           AAP
agrees to continue to participate in MCM Initiatives provided that they reflect
margin-neutral consequences to AAP.


2.                           DCX
agrees that all MCM Initiatives identified and acted upon in 2003, in excess of
those initiatives that total to date [XXX],
shall be credited towards 2004 results.


3.                           DCX
agrees that, beyond the immediate price concession and those scheduled for
1/1/04 and 1/1/05, all future cost savings realized by DCX during the term of
this agreement [XXX].


 


5)                          AAP Internal Cost Savings
Initiatives:


1.                           During
the term of this agreement, AAP may elect to relocate/rearrange all or certain
portions of their current production and remanufacturing systems in order to
realize internal cost reductions and associated benefits.  The result of these initiatives shall remain
to the sole benefit of AAP.  AAP agrees
that any initiatives in this regard will not result in increased system cost to
DCX.


 


6)                          Collateral Open Economic
Issues:


1.AAP and DCX acknowledge
and agree that certain other open economic issues must be addressed and
resolved within a reasonable time frame. 
The attachment to this letter of agreement details the pertinent issues
and defines them within the categories of either “immediate” or “long
term”.  Both parties agree that
“immediate” open economic issues shall be settled within 30 days of the start
of this agreement.  Both parties agree
that “long term” open economic issues shall be settled within 90 days of the
start of this agreement.


 


7)                          Performance Expectations


Both Parties acknowledge that certain performance levels, particularly
regarding quality and delivery, are necessary and normal to the ongoing supply
relationship.  Both parties agree that
non-performance of these standards, by either
party, shall be deemed causal.  The
non-performing party shall retain the right to rectify the causal action within
a timeframe reasonable to the particular incident of non-performance.  The aggrieved party shall retain the right
to take appropriate action if the non-performing party does not rectify the
causal action.  In order to satisfy this
requirement, both Parties agree that reasonable performance metrics are
necessary in order to establish base line performance and to measure subsequent
improvements.  These performance metrics
are to be developed jointly between DCX/Mopar and AAP in a mutually agreeable
fashion.


 


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Please acknowledge your
agreement with the foregoing by executing this letter below.


 


Agreed and accepted as of
July 10, 2003 

Aaron’s Automotive Products


 


	
  /s/ Paul
  Komaromy

  	
   

  
	
  Paul
  Komaromy, President

  



 


 


Agreed and accepted as of
July 10, 2003

DaimlerChrysler Corporation


 


	
  /s/ Mitch A.
  Marecki

  	
   

  
	
  Mitch A.
  Marecki, Service Parts & Procurement

  



 


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White Paper Attachment

DCX/AAP Open Economic Issues

June 20, 2003


 


The following Open Economic
issues require resolution as part of the Letter of Agreement dated June
    , 2003 between Daimler Chrysler Corporation (DCX) and
Aaron’s Automotive Products (AAP).  This
document is intended to define each open issue in terms of background,
liability, and corrective action as well as establishing target resolution as
either “immediate” or “long term”


 


[XXX]:


 


1)                                      [XXX]: 
$[XXX] (as of [XXX])


On a regular
basis, AAP [XXX].  

“IMMEDIATE”


2)                                      2002
[XXX]:  $TBD “LONG TERM”


3)                                      2003
[XXX]:  $TBD “LONG TERM”


[XXX].


 


[XXX]:


 


1)                                      [XXX]: 
$[XXX] “IMMEDIATE”


In the spring of [XXX],
AAP [XXX] to support the
remanufacturing process.  This purchase
was [XXX].


2)                                      [XXX]% Mitigation/Inter-plants:  $[XXX]
“IMMEDIATE”


Effective [XXX] [XXX], [XXX],
all DCX Interplants were mandated by DCX to r [XXX] in line with the [XXX].  [XXX]
complied with this mandate.  [XXX] ($[XXX])
and [XXX].  Based upon the previous agreement between
Mopar and DCX, [XXX].


3)                                      Components
returned to [XXX] “IMMEDIATE”


AAP was asked by [XXX].


4)                                      [XXX]:  $ TBD “LONG TERM”


Much confusion has developed regarding [XXX].  Due to the
confusion, [XXX].


5)                                      Other
Open [XXX]  $([XXX]
up to $[XXX] if Cases included)
“Immediate/Long Term”


 


AAP was authorized [XXX],
such as purchasing [XXX] / [XXX] / [XXX],
[XXX], and [XXX]. 
In addition, [XXX]


 

















 


Addendum Agreement dated 10/16/03


 


Reference, DC/AAP Letter of Agreement dated
7/10/03

“Open Economic Issues dated 6/20/03”


 


Background/Scope:  Within the DCX/AAP LOA dated 7/10/03,
certain “Open Economic Issues” were enumerated within an addendum to the
agreement (“6/20/03”).  Within the
agreement, it was acknowledged by both parties that resolution of these.  “Open Economic Issues” was to be
accomplished in a series of phases with each phase being addressed in an
expedient manner.  The purpose of this
document is to record agreement between DCX/Mopar and AAP regarding resolution
and agreement as to “Phase One” of this process.


 


Phase
One Issues Addressed and Resolved.


 


1)                                      [XXX] - $[XXX]
- It is acknowledged and agreed by both parties that this obligation is
quantified as indicated and that AAP will receive consideration for this issue
within Phase One Resolution.


2)                                      [XXX]% [XXX]
- $[XXX] - It is acknowledged and
agreed by both parties that this obligation is quantified as indicated and that
AAP will receive consideration for this issue within Phase One Resolution.


3)                                      [XXX] - $[XXX]
-It is acknowledged and agreed by both parties that this obligation is
quantified as indicated and that AAP will receive consideration for this issue
within Phase One Resolution.


 


Total AAP Consideration = $[XXX]


 


4)                                      [XXX] - $[XXX]
it is agreed by both parties that the amount of this obligation has since
changed from the 6/20/03 agreement addendum and that Mopar will receive
consideration for this issue within Phase One Resolution for the amount equal
to the total AAP consideration.


 


Total Mopar Consideration = $[XXX]


 


5)                                      It
is acknowledged and agreed by both parties that there is [XXX] net Phase One [XXX] and that to amount owing to each party
is net to $[XXX].


6)                                      “Phase
One Settlement” - It is acknowledged and agreed that all issues relative to
Phase One Settlement are considered closed with the issuance of this addendum,
and releases each party from any and all liabilities associated with these
issues with no additional recourse or liability.  It is further agreed that this addendum, once issued, becomes
part and parcel of the Letter of Agreement dated 7/10/03.


 

















 


7)                          “Phase Two Settlement” - It
is acknowledged by both parties that certain other Open Economic Issues as
enumerated within the addendum dated 6/20/03 will be pursued and resolved
within Phase Two Settlement.  Both
parties agree that Phase Two Settlements will be addressed in the most
expedient matter possible and that that process will commence immediately upon
issuance of this addendum.


 


 


	
  Agreed and Accepted 10/16/03:

  	
   

  	
  Agreed and Accepted 10/16/03:

  
	
   

  	
   

  	
   

  
	
  /s/ Paul Komaromy

  	
   

  	
   

  	
  /s/ David W. Swietik

  	
   

  
	
  Paul Komaromy, President of AAP

  	
   

  	
  David W. Swietlik, Manager

  Mopar P&S

  
					



 


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PRODUCTION PURCHASING

GENERAL TERMS AND CONDITIONS


 


1. 
AGREEMENT.  Seller
agrees to sell and deliver the goods or services specified in DaimlerChrysler’s
order in ACCORDANCE WITH THE TERMS AND CONDITIONS CONTAINED IN THE ORDER,
INCLUDING THE CLAUSES REFERENCED IN THE ORDER, THE TERMS OF THIS FORM AND ANY
SIGNED DOCUMENTS REFERENCED IN THE ORDER, all of which constitute the entire
and final agreement of the parties and cancels and supersedes any prior or contemporaneous
negotiation or agreements.  The
DaimlerChrysler clauses referenced are as currently published on
DAIMLERCHRYSLER’s Extended Enterprise website: 
[XXX] or its successor
site.  By accepting this order, Seller
acknowledges having actual knowledge of the text of the referenced
clauses.  DAIMLERCHRYSLER’S ORDER
EXPRESSLY LIMITS ACCEPTANCE TO THE TERMS OF THE ORDER AND ANY ADDITIONAL OR
DIFFERENT TERMS, WHETHER CONTAINED IN SELLER’S FORMS OR OTHERWISE PRESENTED BY
SELLER ARE REJECTED UNLESS EXPRESSLY AGREED TO AND SELLER SPECIFICALLY WAIVES
ITS SIGNED ACCEPTANCE OF THIS ORDER BY DAIMLERCHRYSLER, “Order” means a
purchase order transmitted to Seller via DaimlerChrysler’s Electronic Data
Interchange system or delivered to Seller in a paper format.


 


2.  ACCEPTANCE.  This order constitutes DaimlerChrysler’s
offer to Seller and is not binding on DaimlerChrysler until accepted by
Seller and Seller specifically waives its signed acceptance of this order or by
a delivery of the goods, rendering of services, or the commencement of work on
goods to be specially manufactured for DaimlerChrysler pursuant to this order.


 


3. 
DELIVERY.  Time
is of the essence.  Delivery must be
effected within the time specified in this order, or in accordance with
DaimlerChrysler’s releases or procedures, if so indicated in this order.  If Seller falls to make deliveries or
perform services at the agreed time, all damages suffered  by
DaimlerChrysler and any premium transportation or other costs required to meet
the specified delivery schedule will be at the expense of Seller.


 


4. 
PACKING, MARKING AND SHIPMENT.  a)
Seller will pack and mark goods and make shipments (including shipping on
Saturdays and holidays, when requested) in accordance with DaimlerChrysler’s
instructions, meet carrier requirements and assure delivery free of damage and
deterioration.  All shipments of goods
to DaimlerChrysler’s plants must include two packing slips, or four packing
slips in the case of shipments directed
to a DaimlerChrysler consolidation point. 
Whenever shipment is made by truck, Seller will enclose one of the
packing slips (or packing slip sets in the case of multiple item shipments) in
an envelope and Seller will record written instructions on the bill of lading
directing the delivering driver to deliver the envelope to DaimlerChrysler’s
traffic representative upon arrival at DaimlerChrysler’s plant.  Seller is responsible for the goods until
delivery at the designated FOB point.


 


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b) DaimlerChrysler may specify the carrier and/or method of
transportation and Seller will process shipping documents and route shipments
of the goods from the FOB point accordingly. 
Seller will comply with all of DaimlerChrysler’s transportation routing
instructions, including, but not limited to, mode of transportation,
utilization of assigned carrier and identification of the
shipping point.  Seller will be
responsible for all excess costs incurred because of its failure to comply with
DaimlerChrysler’s transportation instructions.


c)
DaimlerChrysler will not be responsible for delays in the payment of invoices if the following requirements
are not met:  invoices and packing slips
must bear the DaimlerChrysler-assigned supplier code purchase order number,
part number, the requisition number on quantity buys, or the release number on
blanket orders, the “Ship-to” address,
DaimlerChrysler assigned, plant location code, invoice-to address, and whether
containers used are “returnable” or “non-returnable.”


 


5. 
RELEASE AUTHORIZATION.  When
deliveries are specified to be in accordance with DaimlerChrysler’s written
releases, Seller will not fabricate or assemble any goods, nor procure required
materials, nor ship, any supplies, except to the extent authorized by such
written releases or provisions of this order specifying minimum fabrication or
delivery quantities.


 


6. 
INSPECTION AND REJECTIONS.  DaimlerChrysler
may inspect and evaluate all goods (including all tooling and material used in
their manufacture), and all services at times and places designated by
DaimlerChrysler.  Seller will provide
and maintain a Supplier Quality Assurance System approved by DaimlerChrysler
and which meets DaimlerChrysler specifications.  Seller’s plan will be in compliance with DaimlerChrysler’s
SUPERIMPAC Manual.  Seller will promptly
comply with any revisions to such manual, or its successors.  Seller will perform inspections as designated by DaimlerChrysler and Seller will make inspection
systems, procedures and records available to DaimlerChrysler upon request.  Notwithstanding payment or any prior
inspection, DaimlerChrysler may revoke acceptance, reject or require correction
and return the goods to the Seller (at Seller’s expense and risk of loss) any
goods delivered or services rendered that do not conform to applicable
requirements.  This order is issued for
the part specifically identified in the order and any substitution of material,
without prior DaimlerChrysler approval, will be considered a breach of this
order.  Without limiting its remedies,
after notice to Seller, DaimlerChrysler may (i) replace or correct any
non-conforming  goods or services and charge Seller the cost of such
replacement or correction, (ii) cancel the order for default under
Clause 21 hereof, (iii) subject Seller’s account to a debit for the
damages suffered by DaimlerChrysler, and/or (iv) cause the removal of Seller, as an approved
DaimlerChrysler supplier.


 


7. 
LABOR DISPUTES.  Seller
will notify DaimlerChrysler immediately of any actual or potential labor
dispute delaying or threatening to delay timely performance of this order, and
will include all relevant information to DaimlerChrysler.  Seller will notify DaimlerChrysler in
writing six (6) months in advance of the expiration of any current labor
contract.  Prior to the expiration of
any labor contract of Seller, Seller will establish, at its expense, a forty
(40) working day supply of goods in a neutral warehouse site to be located in
the United States at least fifty (50) miles from Seller’s manufacturing locations.


 


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Such supply of goods will be in
placed at least ten (10) working days prior to the expiration of any such
contract.


 


8. 
GENERAL WARRANTY.  (a)
Seller warrants that the goods or services will (i) comply with all
specifications, drawings, descriptions or samples furnished and/or specified by
DaimlerChrysler, (ii) be merchantable, and (iii) be free from defects
in material and workmanship.  Seller further
warrants that all goods not designed by DaimlerChrysler will be fit and
sufficient for the purpose intended. 
The warranty term will be coterminous with the warranty extended to
DaimlerChrysler’s customers by DaimlerChrysler.  Seller’s liability for a breach of the warranties given herein
will be determined by DaimlerChrysler’s analysis of a sample of parts against
which claims are made that the parts are defective.  Seller will participate in such analysis in accordance with
DaimlerChrysler procedures.


(b) Seller
further warrants that on delivery DaimlerChrysler will receive good title to
the goods and services, free and clear of all liens and encumbrances and that
all goods and services will be free from any actual or claimed patent,
copyright or trademark infringement.


(c) These
warranties are in addition to any warranties implied by law or otherwise made
by Seller and will survive acceptance and payment by DaimlerChrysler.


 


9.  PRICE
WARRANTY.  (a) Seller
warrants that the prices for the articles sold to DaimlerChrysler hereunder are
no less favorable than Seller currently extends to any other customer for the
same or similar goods or services in similar quantities.  If Seller reduces its prices to others for
the same or similar goods or services during the term of this order, Seller
will reduce the prices to DaimlerChrysler for such goods or services
correspondingly.  Seller warrants that prices shown on
this order are complete, and that no additional charges of any type will be
added without DaimlerChrysler’s express written consent.


(b) If
Seller sells the part covered by this order to a third party for incorporation
into an assembly which is to be sold to DaimlerChrysler, the price for such
part will be no more than the price provided in this order, plus any additional
costs actually incurred by Seller in providing the part to such third party.


 


10.  PROPERTY AND
SPECIAL TOOLING.  Unless
otherwise provided in this order, property of every description including all
tools, equipment, material, drawings, manufacturing aids and replacements of
the foregoing furnished by DaimlerChrysler, either directly or indirectly, or
as acquired or manufactured by Seller for use in the performance of this order,
for which Seller has been reimbursed by DaimlerChrysler (“Special Tooling”),
will be (i) the property of DaimlerChrysler, (ii) plainly marked or
otherwise adequately identified by Seller as the property of DaimlerChrysler,
and (iii) safely stored separate and apart from Seller’s property.  Seller will adhere to the DaimlerChrysler
procedure in effect at the time  for submitting requests for reimbursement for tooling costs, including
but not limited to the use of the DaimlerChrysler “Tool Record Form.” All
requests for reimbursement for tooling costs are subject to review, approval
and audit, by DaimlerChrysler.  Seller
will retain and not use or rework tooling or property of DaimlerChrysler except
for performance of work hereunder or as authorized in writing by
DaimlerChrysler.  Seller will keep such
tooling


 


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or property in its possession
and/or control in good condition, fully covered by insurance, free of liens and
encumbrances and will replace such tooling or property when lost, damaged or
destroyed.  All DaimlerChrysler tooling
or property will be transferred as DaimlerChrysler may direct, at any
time.  If Seller makes any unauthorized
transfer of Special Tooling, Seller will reimburse DaimlerChrysler for any
costs incurred by DaimlerChrysler in returning the tooling to DaimlerChrysler
or moving the tooling as directed by DaimlerChrysler.


 


11. 
INSURANCE AND INDEMNIFICATION.  (a) Insurance.  Seller will provide worker’s compensation,
comprehensive general, liability, automobile, public liability, and property
damage insurance in amounts and coverage sufficient to cover all claims
hereunder.  Such policies will name
DaimlerChrysler as an additional insured thereunder and shall contain
endorsements stating that thee policies are primary and not excess over or
contributory with any other valid, applicable, and collectible insurance in
force for DaimlerChrysler. 
DaimlerChrysler may require Seller to furnish evidence of the foregoing
insurance but failure to comply with these insurance requirements will not
relieve Seller of its liability and obligation under this clause.


(b) Indemnification. 
Seller will defend, indemnify, and hold DaimlerChrysler harmless against
all claims, liabilities, losses, damages, and settlement expenses in connection
with any breach by Seller of these general conditions or for injury or death of
any person and damage or loss of any property allegedly or actually resulting
from or arising out of any act, omission or negligent work of
Seller or its employees, agents, or subcontractors in connection with
performing this order, either on DaimlerChrysler’s property of in the course of
their employment.


 


12. 
CHANGES.  a)
DaimlerChrysler-may, at any time, make changes in this order.  Any claim by Seller for a change in price
adjustment must be asserted in writing within ten (10) days from date of receipt
by Seller of DaimlerChrysler’s notification of any change.  DaimlerChrysler will have the right to
verify all claims hereunder by auditing relevant records, facilities, work or
materials of Seller.  Seller agrees to
proceed with the order as changed under this Clause 12.


b) All
engineering changes, whether initiated by DaimlerChrysler or Seller, will be
processed pursuant to DaimlerChrysler practices in effect at the time of the
change using the DaimlerChrysler “Product Change Notice (PCN)” system, or it
successors.  All DaimlerChrysler
approved engineering changes to the part specification will be promptly
implemented by Seller as directed by DaimlerChrysler.  Price changes for DaimlerChrysler
approved engineering changes are to be based solely on the design cost variance
from the superseded design and must be substantiated with appropriate
documentation satisfactory to DaimlerChrysler.


c) Seller
certifies the location(s) from which it will ship the goods covered by the
order are as specified in the order.  If
Seller at any time intends to change such location(s), Seller must notify
DaimlerChrysler prior to the change so that the effect of such change can be
evaluated and negotiated as necessary, for its effect on transit time,
packaging methods, and other significant impact on DaimlerChrysler.  If Seller does not notify DaimlerChrysler of
any increased transportation charges in advance of a change in shipping
point(s), Seller will be responsible for such costs.


 


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13. 
SERVICE PARTS.  a)
Seller will make parts for DaimlerChrysler’s service and warranty requirements
for ten years or for such longer time as may be required by DaimlerChrysler
after the order is terminated.  The
price of the part for DaimlerChrysler’s service requirements will be the price
provided in the order plus costs actually incurred for special packaging.


b) If the part is no longer required for DaimlerChrysler’s vehicle
production, then the price of the part for DaimlerChrysler’s service
requirements will be no greater than the last price stated in the order plus or
minus (1) any changes in the cost of materials since the order was
terminated, plus (2) a volume adjustment reflecting the actual increase
in the cost per unit of producing fewer units, plus (3) a set-up charge
reflecting the actual cost of preparation for the production run, plus
(4) any additional costs actually incurred for special packaging.  All of the foregoing components of the price
will be documented to DaimlerChrysler’s reasonable satisfaction, including, but
not limited to, set-up detail, machine productivity, scrap allowance, labor
inefficiencies and excess raw material requirements.


c) If the
parts are manufactured in a country other than the country in which the goods
are delivered to DaimlerChrysler, Seller will mark the goods shipped for
DaimlerChrysler’s service requirements “Made in (country of origin)”


 


14. 
CLAIMS ADJUSTMENT.  DaimlerChrysler
may at any time and without notice deduct or set-off Seller’s claims for money
due or to become due from DaimlerChrysler against any claims that
DaimlerChrysler has or may have arising out of this or any other transaction
between DaimlerChrysler and Seller.


 


15.  CUSTOMS.  a) Seller will promptly, notify
DaimlerChrysler in writing of material or components used by Seller in filling
this order, which Seller purchases in a country other than the country in which
the goods are delivered to DaimlerChrysler. 
Seller will furnish DaimlerChrysler with any documentation and information
necessary to establish the country of origin or to comply with the applicable
country’s rules of origin requirements. 
Seller will promptly advise DaimlerChrysler of any material or
components imported into the country of origin and any duty included in the
purchase price of the goods.


b) The rights
to and benefits of any duty drawback, including rights developed by
substitution and rights which may be acquired from Seller’s suppliers and
export credits, to the extent transferable to DaimlerChrysler, are the property
of DaimlerChrysler.  Seller will provide
all documentation and information and take any necessary steps to drawback any
duty, taxes or fees paid to, and to receive export credits from, the government
of the country of origin upon exportation of the goods from such country.


c) The
responsibility for customs duty and customs brokers’ fees will be determined in
accordance with the transportation code stated in this order.  If DaimlerChrysler is responsible for
customs duties, it will be responsible for normal duties only.  Seller will be responsible for any special
duties, including but not limited to, marking, anti-dumping and countervailing
duties, to the extent permitted under the law of the country of
importation.  Seller will provide DaimlerChrysler
or the appropriate governmental authority all documentation and information
required by law or regulation or otherwise necessary to determine the proper
minimum duty to be paid upon the


 


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importation of the goods into
any country or to obtain any refunds or drawbacks of duties paid.


d) Seller will
advise DaimlerChrysler if the importation or exportation of the goods requires
an import or export license.  Seller
will assist DaimlerChrysler in obtaining any such license.


e) Seller will
provide to DaimlerChrysler and the appropriate governmental agency the
documentation necessary to determine the admissibility and the effect of entry
of the goods into the country in which the goods are delivered to DaimlerChrysler.  Seller warrants that the information
regarding the import or export of the goods supplied to DaimlerChrysler is true
and correct in every respect and that all sales covered by this order will be
made at not less than fair value under the anti-dumping laws of the countries
to which the goods are exported.


 


16.  USE OF DAIMLERCHRYSLER’S NAME.  Seller will not, without the prior written
consent of DaimlerChrysler, in any manner publish the fact that Seller has
furnished or contracted to furnish DaimlerChrysler goods and/or services, or
use the name or trademarks of DaimlerChrysler its products, or any of its
associated companies in Seller’s advertising or other publication.  Seller will not place its, or any third
party’s trademark or other designation on the part if the part bears a
DaimlerChrysler trademark or an identifying mark specified by DaimlerChrysler,
or if the part is peculiar to DaimlerChrysler’s design (“Marked Part”).  Seller will sell Marked Parts, and similar
goods, only to DaimlerChrysler and will not sell Marked Parts or similar goods
to third parties without DaimlerChrysler’s prior written consent.


 


17.  INFORMATION DISCLOSED.  The specifications, drawings, designs,
manufacturing data and other information transmitted to Seller by
DaimlerChrysler in connection with the performance of this order are the
property of DaimlerChrysler and may be covered by one or more DaimlerChrysler
patents, patent applications or copyrights. 
Seller will handle all of this information in such a manner to insure
that it is not used for any purpose detrimental to the interests of
DaimlerChrysler.  Unless expressly
provided in this order or otherwise agreed to in writing by DaimlerChrysler,
Seller’s disclosure rights regarding products or services related to this
order, and information relating thereto shall be limited to any valid copyright
thereon or patent Seller may hold covering the manufacture, use and sale of the
products or services.


 


18. 
PATENTS.  No
rights are granted to Seller under any DaimlerChrysler patents except as may be
necessary to fulfill Seller’s obligations under this order.  Seller agrees to defend all suits, actions
or proceedings which may be brought against DaimlerChrysler, any of its associated
companies or its customers for alleged infringement of any proprietary interest
resulting from the use or sale of the goods or services provided hereunder and
to pay all expense and fees of counsel which may be incurred in defending, and
all costs, damages, or other recoveries in every such suit.


 


19. 
ASSIGNMENT.  This
order will not be assigned or delegated, in whole or in part, without DaimlerChrysler’s prior written
consent, including, but not limited to, the subcontracting of work to be
performed hereunder or the transfer of Special Tooling to third parties for the
performance of work hereunder.


 


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20.  TERMINATION AT DAIMLERCHRYSLER’S OPTION.  DaimlerChrysler may terminate this order at
any time without cause in whole or in part by written notice, whereupon Seller
will stop work on the date and to the extent specified in such notice and
terminate all orders and subcontracts that relate to the terminated order.  Within thirty (30) days after receipt or
termination notice, Seller will submit all claims resulting from such
termination.  DaimlerChrysler will have
the right to verify such claims by auditing the relevant records, facilities,
work or materials of Seller and/or its subcontractors.  DaimlerChrysler will pay Seller for finished
work accepted by DaimlerChrysler as well as for the documented cost to Seller
of work in process and raw material allocable to the terminated work which is
not in excess of any prior DaimlerChrysler authorization.  Payment made under this Clause 20 will constitute
DaimlerChrysler’s only liability for termination hereunder with title and right
of possession to all delivered goods and services vesting in DaimlerChrysler
immediately upon DaimlerChrysler’s tender of such payment.  The provisions of this Clause 20 will not
apply to any cancellation by DaimlerChrysler for default by Seller or for any
other cause recognized by law or specified by this order.


 


21.  CANCELLATION FOR DEFAULT.  If Seller (i) fails to
deliver goods or perform services at the time specified herein, or
(ii) fails to perform any other provisions hereof and does not cure such
failure within a period of ten (10) days after receipt of written notice from
DaimlerChrysler specifying such failure, or (iii) becomes insolvent, makes an
assignment in favor of creditors or enters bankruptcy or dissolution
procedures, or (iv) is merged into another company and/or is expropriated
or nationalized, DaimlerChrysler may cancel the whole or any part of this order
without any liability, except for payment due for goods and services delivered
and accepted.  Upon such termination
DaimlerChrysler will have the right, and on notice to Seller, to take title to
and possession of all or any part of such work performed by Seller under this
order.


 


22.  TAXES.  (a) The goods purchased hereunder are
for resale or for an exempt purpose and are exempt from state and local sales
or use taxes.  The following retail
license numbers are applicable for the states indicated in clause 023.


 


	
  Illinois

  	
   

  	
  [XXX]

  	
   

  
	
  Missouri

  	
   

  	
  [XXX]

  	
   

  
	
  Texas

  	
   

  	
  [XXX]

  	
   

  
	
  Wisconsin

  	
   

  	
  [XXX]

  	
   

  



 


The following direct payment
permit numbers are applicable for the states indicated.


 


	
  Alabama
  (Huntsville Electronics)

  	
   

  	
  [XXX]

  	
   

  
	
  Indiana

  	
   

  	
  [XXX]

  	
   

  
	
  New York

  	
   

  	
  [XXX]

  	
   

  
	
  Ohio
  (Twinsburg)

  	
   

  	
  [XXX]

  	
   

  
	
  Ohio (Toledo
  Machining)

  	
   

  	
  [XXX]

  	
   

  
	
  Ohio
  (Dayton)

  	
   

  	
  [XXX]

  	
   

  
	
  Ohio
  (Sandusky Plastics)

  	
   

  	
  [XXX]

  	
   

  
	
  Ohio (Toledo
  Assembly)

  	
   

  	
  [XXX]

  	
   

  
	
  Michigan
  (DaimlerChrysler Corporation)

  	
   

  	
  [XXX]

  	
   

  
	
  Michigan
  (Acustar, Inc.)

  	
   

  	
  [XXX]

  	
   

  



 


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(b) Canada
Federal Sales Tax License number is [XXX].  DaimlerChrysler certifies that the goods are
ordered for resale.  Ontario Sales Tax
permit number is [XXX].


 


23. 
REMEDIES.  The
rights and remedies herein reserved to DaimlerChrysler are cumulative and in
addition to any other or further rights and remedies available at law or in
equity.  No waiver of any breach of any
provision of this order will constitute a waiver of any other breach or a
waiver of such provision.


 


24. 
REQUIRED COMPLIANCE:  In
providing goods or services hereunder, Seller will comply with any and all
applicable Federal, State and Local laws (including Canadian or other foreign
laws), and regulations promulgated thereunder. 
Seller will defend, indemnify and hold DaimlerChrysler harmless from and
against  any and all claims, losses, damages, costs
and expenses resulting from or arising out of any failure of Seller or Seller’s
employees, agents and subcontractors to comply with any applicable
governmental regulations and/or statutes.


 


25. 
SUPPLIERS WITH SPECIAL NEEDS.  DaimlerChrysler
actively seeks suppliers with special needs and encourages Seller to use
suppliers with special needs.  A
supplier with special needs is a business establishment, which meets one or
more of the following conditions:


(i) a
small business, as defined in Title 15, Section 632 of the United
States Code and related regulations; (ii) a small business owned and
controlled by socially disadvantaged individuals (at least 51 percent of the
business is owned and controlled by one or more socially and economically
disadvantaged individuals and the management and daily business operations are
controlled by one or more such individuals); and (iii) a business that is
at least 51 percent owned by a woman or women who also control and operate the
business.  Seller will inform
DaimlerChrysler annually the percentage, based on a dollar value, of the
content provided by suppliers with special needs for the part purchased
hereunder as well as the basis for claiming that such content was provided by a
supplier with special needs.


 


26. 
GOVERNING LAW.  This
order and all transactions between DaimlerChrysler Corporation and Seller will
be governed by and construed in accordance with the laws of Michigan as if
entirely performed therein.  In the case
of DaimlerChrysler Canada Inc., this order between DaimlerChrysler Canada Inc.
and Seller will be governed by and construed in accordance with the laws of the
province of Ontario, Canada as if entirely performed therein.  The 1980 United Nations Convention on
Contracts for the International Sale of Goods, to the extent it may be deemed
to apply, shall not, pursuant to Article 6 thereof apply to this order or
any transactions pursuant hereto.


 


27.  ELECTRONIC
COMMUNICATION.  DaimlerChrysler
will prescribe the methods of communication between seller and DaimlerChrysler
and seller agrees to follow DaimlerChrysler’s prescriptions.


 


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