**EXHIBIT 10.32**

** **

July 10, 2003

 

Mr. MitchMareckiSenior ManagerService Parts ProcurementDaimlerChrysler Corporation26311 Lawrence AvenueCenterline, Michigan 48015-1201

 

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

 

Dear Mr.Marecki:

 

This lettersets forth the agreement between DaimlerChrysler Corporation (“DCX”) andAaron’s Automotive Products, Inc. (“AAP”) regarding certain changes to theagreement pursuant to which AAP supplies remanufactured product to the MoparDivision of DCX.

 

1)                          Price Concession:

1.                           AAPwill agree to [**XXX**] priceconcession on all remanufactured product currently supplied to support Mopar’sRemanufacturing Enterprise.

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

 

2)                          Length of Contract:

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

 

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

1.                           AAPrecognizes DCX/Mopar’s intent to competitively quote “New” businessopportunities.  Both parties agree that“New” business is defined as any introductory product that represents distinctdifferentiation from any current product.

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

3.                           Shouldthe [**XXX**] Pricing Policy” proveinsufficient in certain instances regarding resolution of possible differencesof opinion between Mopar and AAP, DCX acknowledges that AAP, during the term ofthis agreement, [**XXX**].

 

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4.                           Bothparties agree that the 45RFE Programwill be considered as “Continuing/Replacement” business.

 

4)                          Continuing MCM Participation:

1.                           AAPagrees to continue to participate in MCM Initiatives provided that they reflectmargin-neutral consequences to AAP.

2.                           DCXagrees that all MCM Initiatives identified and acted upon in 2003, in excess ofthose initiatives that total to date [**XXX**],shall be credited towards 2004 results.

3.                           DCXagrees that, beyond the immediate price concession and those scheduled for1/1/04 and 1/1/05, all future cost savings realized by DCX during the term ofthis agreement [**XXX**].

 

5)                          AAP Internal Cost SavingsInitiatives:

1.                           Duringthe term of this agreement, AAP may elect to relocate/rearrange all or certainportions of their current production and remanufacturing systems in order torealize internal cost reductions and associated benefits.  The result of these initiatives shall remainto the sole benefit of AAP.  AAP agreesthat any initiatives in this regard will not result in increased system cost toDCX.

 

6)                          Collateral Open EconomicIssues:

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

 

7)                          Performance Expectations

Both Parties acknowledge that certain performance levels, particularlyregarding quality and delivery, are necessary and normal to the ongoing supplyrelationship.  Both parties agree thatnon-performance of these standards, by eitherparty, shall be deemed causal.  Thenon-performing party shall retain the right to rectify the causal action withina timeframe reasonable to the particular incident of non-performance.  The aggrieved party shall retain the rightto take appropriate action if the non-performing party does not rectify thecausal action.  In order to satisfy thisrequirement, both Parties agree that reasonable performance metrics arenecessary in order to establish base line performance and to measure subsequentimprovements.  These performance metricsare to be developed jointly between DCX/Mopar and AAP in a mutually agreeablefashion.

 

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Please acknowledge youragreement with the foregoing by executing this letter below.

 

Agreed and accepted as ofJuly 10, 2003 Aaron’s Automotive Products

 
| /s/ Paul  Komaromy        |   |
|---------------------------|--------|
| Paul  Komaromy, President |

 

 

Agreed and accepted as ofJuly 10, 2003DaimlerChrysler Corporation

 
| /s/ Mitch A.  Marecki                                   |   |
|---------------------------------------------------------|--------|
| Mitch A.  Marecki, Service Parts & Procurement |

 

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**White Paper AttachmentDCX/AAP Open Economic IssuesJune 20, 2003**

 

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

 

**[XXX]:**

 

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

On a regularbasis, 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 theremanufacturing process.  This purchasewas [**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 betweenMopar and DCX, [**XXX**].

3)                                      Componentsreturned to [**XXX**] “IMMEDIATE”

AAP was asked by [**XXX**].

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

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

5)                                      OtherOpen [**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**]

 

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**Addendum Agreement dated 10/16/03**

 

**Reference, DC/AAP Letter of Agreement dated7/10/03“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 theagreement (“6/20/03”).  Within theagreement, it was acknowledged by both parties that resolution of these.  “Open Economic Issues” was to beaccomplished in a series of phases with each phase being addressed in anexpedient manner.  The purpose of thisdocument is to record agreement between DCX/Mopar and AAP regarding resolutionand agreement as to “Phase One” of this process.

 

**PhaseOne Issues Addressed and Resolved.**

 

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

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

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

 

Total AAP Consideration = $[**XXX**]

 

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

 

Total Mopar Consideration = $[**XXX**]

 

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

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

 

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7)                          “Phase Two Settlement” - Itis acknowledged by both parties that certain other Open Economic Issues asenumerated within the addendum dated 6/20/03 will be pursued and resolvedwithin Phase Two Settlement.  Bothparties agree that Phase Two Settlements will be addressed in the mostexpedient matter possible and that that process will commence immediately uponissuance 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 PURCHASINGGENERAL TERMS AND CONDITIONS**

 

**1. AGREEMENT. **Selleragrees to sell and deliver the goods or services specified in DaimlerChrysler’sorder in ACCORDANCE WITH THE TERMS AND CONDITIONS CONTAINED IN THE ORDER,INCLUDING THE CLAUSES REFERENCED IN THE ORDER, THE TERMS OF THIS FORM AND ANYSIGNED DOCUMENTS REFERENCED IN THE ORDER, all of which constitute the entireand final agreement of the parties and cancels and supersedes any prior or contemporaneousnegotiation or agreements.  TheDaimlerChrysler clauses referenced are as currently published onDAIMLERCHRYSLER’s Extended Enterprise website: [**XXX**] or its successorsite.  By accepting this order, Selleracknowledges having actual knowledge of the text of the referencedclauses.  DAIMLERCHRYSLER’S ORDEREXPRESSLY LIMITS ACCEPTANCE TO THE TERMS OF THE ORDER AND ANY ADDITIONAL ORDIFFERENT TERMS, WHETHER CONTAINED IN SELLER’S FORMS OR OTHERWISE PRESENTED BYSELLER ARE REJECTED UNLESS EXPRESSLY AGREED TO AND SELLER SPECIFICALLY WAIVESITS SIGNED ACCEPTANCE OF THIS ORDER BY DAIMLERCHRYSLER, “Order” means apurchase order transmitted to Seller via DaimlerChrysler’s Electronic DataInterchange system or delivered to Seller in a paper format.

 

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

 

**3. DELIVERY. **Timeis of the essence.  Delivery must beeffected within the time specified in this order, or in accordance withDaimlerChrysler’s releases or procedures, if so indicated in this order.  If Seller falls to make deliveries orperform services at the agreed time, all damages sufferedbyDaimlerChrysler and any premium transportation or other costs required to meetthe 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 onSaturdays and holidays, when requested) in accordance with DaimlerChrysler’sinstructions, meet carrier requirements and assure delivery free of damage anddeterioration.  All shipments of goodsto DaimlerChrysler’s plants must include two packing slips, or four packingslips in the case of shipments directedto a DaimlerChrysler consolidation point. Whenever shipment is made by truck, Seller will enclose one of thepacking slips (or packing slip sets in the case of multiple item shipments) inan envelope and Seller will record written instructions on the bill of ladingdirecting the delivering driver to deliver the envelope to DaimlerChrysler’straffic representative upon arrival at DaimlerChrysler’s plant.  Seller is responsible for the goods untildelivery at the designated FOB point.

 

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

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

 

**5. RELEASE AUTHORIZATION. **Whendeliveries are specified to be in accordance with DaimlerChrysler’s writtenreleases, Seller will not fabricate or assemble any goods, nor procure requiredmaterials, nor ship, any supplies, except to the extent authorized by suchwritten releases or provisions of this order specifying minimum fabrication ordelivery quantities.

 

**6. INSPECTION AND REJECTIONS. **DaimlerChryslermay inspect and evaluate all goods (including all tooling and material used intheir manufacture), and all services at times and places designated byDaimlerChrysler.  Seller will provideand maintain a Supplier Quality Assurance System approved by DaimlerChryslerand which meets DaimlerChrysler specifications.  Seller’s plan will be in compliance with DaimlerChrysler’sSUPERIMPAC Manual.  Seller will promptlycomply with any revisions to such manual, or its successors.  Seller will perform inspections as designated by DaimlerChrysler and Seller will make inspectionsystems, procedures and records available to DaimlerChrysler upon request.  Notwithstanding payment or any priorinspection, DaimlerChrysler may revoke acceptance, reject or require correctionand return the goods to the Seller (at Seller’s expense and risk of loss) anygoods delivered or services rendered that do not conform to applicablerequirements.  This order is issued forthe part specifically identified in the order and any substitution of material,without prior DaimlerChrysler approval, will be considered a breach of thisorder.  Without limiting its remedies,after notice to Seller, DaimlerChrysler may (i) replace or correct anynon-conforming****goods or services and charge Seller the cost of suchreplacement or correction, (ii) cancel the order for default underClause 21 hereof, (iii) subject Seller’s account to a debit for thedamages suffered by DaimlerChrysler, and/or (iv) cause the removal of Seller, as an approvedDaimlerChrysler supplier.

 

**7. LABOR DISPUTES. **Sellerwill notify DaimlerChrysler immediately of any actual or potential labordispute delaying or threatening to delay timely performance of this order, andwill include all relevant information to DaimlerChrysler.  Seller will notify DaimlerChrysler inwriting six (6) months in advance of the expiration of any current laborcontract.  Prior to the expiration ofany 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 inthe United States at least fifty (50) miles from Seller’s manufacturing locations.

 

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Such supply of goods will be inplaced at least ten (10) working days prior to the expiration of any suchcontract.

 

**8. GENERAL WARRANTY. **(a)Seller warrants that the goods or services will (i) comply with allspecifications, drawings, descriptions or samples furnished and/or specified byDaimlerChrysler, (ii) be merchantable, and (iii) be free from defectsin material and workmanship.  Seller furtherwarrants that all goods not designed by DaimlerChrysler will be fit andsufficient for the purpose intended. The warranty term will be coterminous with the warranty extended toDaimlerChrysler’s customers by DaimlerChrysler.  Seller’s liability for a breach of the warranties given hereinwill be determined by DaimlerChrysler’s analysis of a sample of parts againstwhich claims are made that the parts are defective.  Seller will participate in such analysis in accordance withDaimlerChrysler procedures.

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

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

 

**9. ****PRICEWARRANTY. **(a) Sellerwarrants that the prices for the articles sold to DaimlerChrysler hereunder areno less favorable than Seller currently extends to any other customer for thesame or similar goods or services in similar quantities.  If Seller reduces its prices to others forthe same or similar goods or services during the term of this order, Sellerwill reduce the prices to DaimlerChrysler for such goods or servicescorrespondingly.  Seller warrants that prices shown onthis order are complete, and that no additional charges of any type will beadded without DaimlerChrysler’s express written consent.

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

 

**10. ****PROPERTY ANDSPECIAL TOOLING. **Unlessotherwise provided in this order, property of every description including alltools, equipment, material, drawings, manufacturing aids and replacements ofthe foregoing furnished by DaimlerChrysler, either directly or indirectly, oras 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 orotherwise 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 DaimlerChryslerprocedure in effect at the time**for submitting requests for reimbursement for tooling costs, includingbut not limited to the use of the DaimlerChrysler “Tool Record Form.” Allrequests for reimbursement for tooling costs are subject to review, approvaland audit, by DaimlerChrysler.  Sellerwill retain and not use or rework tooling or property of DaimlerChrysler exceptfor performance of work hereunder or as authorized in writing byDaimlerChrysler.  Seller will keep suchtooling

 

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or property in its possessionand/or control in good condition, fully covered by insurance, free of liens andencumbrances and will replace such tooling or property when lost, damaged ordestroyed.  All DaimlerChrysler toolingor property will be transferred as DaimlerChrysler may direct, at anytime.  If Seller makes any unauthorizedtransfer of Special Tooling, Seller will reimburse DaimlerChrysler for anycosts incurred by DaimlerChrysler in returning the tooling to DaimlerChrysleror 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 propertydamage insurance in amounts and coverage sufficient to cover all claimshereunder.  Such policies will nameDaimlerChrysler as an additional insured thereunder and shall containendorsements stating that thee policies are primary and not excess over orcontributory with any other valid, applicable, and collectible insurance inforce for DaimlerChrysler. DaimlerChrysler may require Seller to furnish evidence of the foregoinginsurance but failure to comply with these insurance requirements will notrelieve Seller of its liability and obligation under this clause.

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

 

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

b) Allengineering changes, whether initiated by DaimlerChrysler or Seller, will beprocessed pursuant to DaimlerChrysler practices in effect at the time of thechange using the DaimlerChrysler “Product Change Notice (PCN)” system, or itsuccessors.  All DaimlerChryslerapproved engineering changes to the part specification will be promptlyimplemented by Seller as directed by DaimlerChrysler.  Price changes for DaimlerChryslerapproved engineering changes are to be based solely on the design cost variancefrom the superseded design and must be substantiated with appropriatedocumentation satisfactory to DaimlerChrysler.

c) Sellercertifies the location(s) from which it will ship the goods covered by theorder are as specified in the order.  IfSeller at any time intends to change such location(s), Seller must notifyDaimlerChrysler prior to the change so that the effect of such change can beevaluated and negotiated as necessary, for its effect on transit time,packaging methods, and other significant impact on DaimlerChrysler.  If Seller does not notify DaimlerChrysler ofany increased transportation charges in advance of a change in shippingpoint(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 requirementsfor ten years or for such longer time as may be required by DaimlerChryslerafter the order is terminated.  Theprice of the part for DaimlerChrysler’s service requirements will be the priceprovided in the order plus costs actually incurred for special packaging.

b) If the part is no longer required for DaimlerChrysler’s vehicleproduction, then the price of the part for DaimlerChrysler’s servicerequirements will be no greater than the last price stated in the order plus orminus (1) any changes in the cost of materials since the order wasterminated, plus (2) a volume adjustment reflecting the actual increasein the cost per unit of producing fewer units, plus (3) a set-up chargereflecting 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 pricewill be documented to DaimlerChrysler’s reasonable satisfaction, including, butnot limited to, set-up detail, machine productivity, scrap allowance, laborinefficiencies and excess raw material requirements.

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

 

**14. CLAIMS ADJUSTMENT. **DaimlerChryslermay at any time and without notice deduct or set-off Seller’s claims for moneydue or to become due from DaimlerChrysler against any claims thatDaimlerChrysler has or may have arising out of this or any other transactionbetween DaimlerChrysler and Seller.

 

**15.  CUSTOMS**.  a) Seller will promptly, notifyDaimlerChrysler in writing of material or components used by Seller in fillingthis order, which Seller purchases in a country other than the country in whichthe goods are delivered to DaimlerChrysler. Seller will furnish DaimlerChrysler with any documentation and informationnecessary to establish the country of origin or to comply with the applicablecountry’s rules of origin requirements. Seller will promptly advise DaimlerChrysler of any material orcomponents imported into the country of origin and any duty included in thepurchase price of the goods.

b) The rightsto and benefits of any duty drawback, including rights developed bysubstitution and rights which may be acquired from Seller’s suppliers andexport credits, to the extent transferable to DaimlerChrysler, are the propertyof DaimlerChrysler.  Seller will provideall documentation and information and take any necessary steps to drawback anyduty, taxes or fees paid to, and to receive export credits from, the governmentof the country of origin upon exportation of the goods from such country.

c) Theresponsibility for customs duty and customs brokers’ fees will be determined inaccordance with the transportation code stated in this order.  If DaimlerChrysler is responsible forcustoms duties, it will be responsible for normal duties only.  Seller will be responsible for any specialduties, including but not limited to, marking, anti-dumping and countervailingduties, to the extent permitted under the law of the country ofimportation.  Seller will provide DaimlerChrysleror the appropriate governmental authority all documentation and informationrequired by law or regulation or otherwise necessary to determine the properminimum duty to be paid upon the

 

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

d) Seller willadvise DaimlerChrysler if the importation or exportation of the goods requiresan import or export license.  Sellerwill assist DaimlerChrysler in obtaining any such license.

e) Seller willprovide to DaimlerChrysler and the appropriate governmental agency thedocumentation necessary to determine the admissibility and the effect of entryof the goods into the country in which the goods are delivered to DaimlerChrysler.  Seller warrants that the informationregarding the import or export of the goods supplied to DaimlerChrysler is trueand correct in every respect and that all sales covered by this order will bemade at not less than fair value under the anti-dumping laws of the countriesto which the goods are exported.

 

**16.  USE OF DAIMLERCHRYSLER’S NAME.**  Seller will not, without the prior writtenconsent of DaimlerChrysler, in any manner publish the fact that Seller hasfurnished or contracted to furnish DaimlerChrysler goods and/or services, oruse the name or trademarks of DaimlerChrysler its products, or any of itsassociated companies in Seller’s advertising or other publication.  Seller will not place its, or any thirdparty’s trademark or other designation on the part if the part bears aDaimlerChrysler 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 similargoods, only to DaimlerChrysler and will not sell Marked Parts or similar goodsto third parties without DaimlerChrysler’s prior written consent.

 

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

 

**18. PATENTS. **Norights are granted to Seller under any DaimlerChrysler patents except as may benecessary to fulfill Seller’s obligations under this order.  Seller agrees to defend all suits, actionsor proceedings which may be brought against DaimlerChrysler, any of its associatedcompanies or its customers for alleged infringement of any proprietary interestresulting from the use or sale of the goods or services provided hereunder andto pay all expense and fees of counsel which may be incurred in defending, andall costs, damages, or other recoveries in every such suit.

 

**19. ASSIGNMENT. **Thisorder will not be assigned or delegated, in whole or in part, without DaimlerChrysler’s prior writtenconsent, including, but not limited to, the subcontracting of work to beperformed hereunder or the transfer of Special Tooling to third parties for theperformance of work hereunder.

 

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**20.  TERMINATION AT DAIMLERCHRYSLER’S OPTION.**  DaimlerChrysler may terminate this order atany time without cause in whole or in part by written notice, whereupon Sellerwill stop work on the date and to the extent specified in such notice andterminate all orders and subcontracts that relate to the terminated order.  Within thirty (30) days after receipt ortermination notice, Seller will submit all claims resulting from suchtermination.  DaimlerChrysler will havethe 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 finishedwork accepted by DaimlerChrysler as well as for the documented cost to Sellerof work in process and raw material allocable to the terminated work which isnot in excess of any prior DaimlerChrysler authorization.  Payment made under this Clause 20 will constituteDaimlerChrysler’s only liability for termination hereunder with title and rightof possession to all delivered goods and services vesting in DaimlerChryslerimmediately upon DaimlerChrysler’s tender of such payment.  The provisions of this Clause 20 will notapply to any cancellation by DaimlerChrysler for default by Seller or for anyother cause recognized by law or specified by this order.

 

**21.  CANCELLATION FOR DEFAULT****. **If Seller (i) fails todeliver goods or perform services at the time specified herein, or(ii) fails to perform any other provisions hereof and does not cure suchfailure within a period of ten (10) days after receipt of written notice fromDaimlerChrysler specifying such failure, or (iii) becomes insolvent, makes anassignment in favor of creditors or enters bankruptcy or dissolutionprocedures, or (iv) is merged into another company and/or is expropriatedor nationalized, DaimlerChrysler may cancel the whole or any part of this orderwithout any liability, except for payment due for goods and services deliveredand accepted.  Upon such terminationDaimlerChrysler will have the right, and on notice to Seller, to take title toand possession of all or any part of such work performed by Seller under thisorder.

 

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

 
| Illinois  |   | [**XXX**] |   |
|-----------|--------|-----------|--------|
| Missouri  |   | [**XXX**] |   |
| Texas     |   | [**XXX**] |   |
| Wisconsin |   | [**XXX**] |   |

 

The following direct paymentpermit 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) CanadaFederal Sales Tax License number is [**XXX**].  DaimlerChrysler certifies that the goods areordered for resale.  Ontario Sales Taxpermit number is [**XXX**].

 

**23. REMEDIES. **Therights and remedies herein reserved to DaimlerChrysler are cumulative and inaddition to any other or further rights and remedies available at law or inequity.  No waiver of any breach of anyprovision of this order will constitute a waiver of any other breach or awaiver of such provision.

 

**24. REQUIRED COMPLIANCE: **Inproviding goods or services hereunder, Seller will comply with any and allapplicable Federal, State and Local laws (including Canadian or other foreignlaws), and regulations promulgated thereunder. Seller will defend, indemnify and hold DaimlerChrysler harmless from andagainst**any and all claims, losses, damages, costsand expenses resulting from or arising out of any failure of Seller or Seller’semployees, agents and subcontractors to comply with any applicablegovernmental regulations and/or statutes.

 

**25. SUPPLIERS WITH SPECIAL NEEDS. **DaimlerChrysleractively seeks suppliers with special needs and encourages Seller to usesuppliers with special needs.  Asupplier with special needs is a business establishment, which meets one ormore of the following conditions:

(i) asmall business, as defined in Title 15, Section 632 of the UnitedStates Code and related regulations; (ii) a small business owned andcontrolled by socially disadvantaged individuals (at least 51 percent of thebusiness is owned and controlled by one or more socially and economicallydisadvantaged individuals and the management and daily business operations arecontrolled by one or more such individuals); and (iii) a business that isat least 51 percent owned by a woman or women who also control and operate thebusiness.  Seller will informDaimlerChrysler annually the percentage, based on a dollar value, of thecontent provided by suppliers with special needs for the part purchasedhereunder as well as the basis for claiming that such content was provided by asupplier with special needs.

 

**26. GOVERNING LAW. **Thisorder and all transactions between DaimlerChrysler Corporation and Seller willbe governed by and construed in accordance with the laws of Michigan as ifentirely performed therein.  In the caseof DaimlerChrysler Canada Inc., this order between DaimlerChrysler Canada Inc.and Seller will be governed by and construed in accordance with the laws of theprovince of Ontario, Canada as if entirely performed therein.  The 1980 United Nations Convention onContracts for the International Sale of Goods, to the extent it may be deemedto apply, shall not, pursuant to Article 6 thereof apply to this order orany transactions pursuant hereto.

 

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

 

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