Exhibit
10.1 


 


FIRM
ORDER AGREEMENT


 


THIS
FIRM ORDER AGREEMENT (the "Agreement") is made effective as of the date of full execution of this Agreement (the "Effective
Date") between Mullen Automotive, Inc., a Delaware corporation ("MULLEN") and Randy Marion Isuzu, LLC dba Randy Marion
MULLEN, a North Carolina limited liability company ("Buyer"). MULLEN and Buyer may hereafter be referred to collectively as
the "Parties" and each individually, a "Party."


 


RECITALS


 


A.            MULLEN
is engaged in the business of manufacturing and selling electric urban delivery and urban utility vehicles, including a Class 1
electric urban delivery vehicle, as more particularly described in Exhibit A (the "Vehicle," and more than one, the "Vehicles").


 


B.            Buyer
is part of the Randy Marion Automotive Group and has substantial experience in the automotive industry as a distributor of commercial
vehicles.


 


C.            MULLEN
and Buyer desire that Buyer will be MULLEN' s first strategic authorized dealer with respect to the Vehicles.


 


D.            Buyer
wishes to purchase from MULLEN, and MULLEN desires to manufacture and sell to Buyer, a total of not less than 6,000 units of the initial
production ("Initial Production") of 6,800 units (the "First Order Requirement") of the Vehicles manufactured and
produced by MULLEN.


 


NOW,
THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:


 


		1.	Recitals.
                                            The Parties acknowledge that the above Recitals are true and correct, and are incorporated
                                            herein as a part of this Agreement.



 


		2.	Purchase
                                            and Sale of Vehicles.



 


		(a)	During
                                            the Term, MULLEN shall manufacture and sell to Buyer, and Buyer shall purchase from MULLEN
                                            that number of Vehicles sufficient to satisfy the First Order Requirement subject to the
                                            terms and conditions of this Agreement.



 


		(b)	Subject
                                            to paragraph 2(c), Buyer shall purchase the Vehicles from MULLEN at the base wholesale prices
                                            set forth on Exhibit A ("Base Wholesale Prices"):



 


		(i)	For
                                            each model, Base Wholesale Prices shall be adjusted based on the cost of final specifications
                                            and options selected by Buyer.



 


		(ii)	Base
                                            Wholesale Prices are firm and are not subject to increase except upon 90 days notice to Buyer.
                                            Any such price increase shall not apply to purchase orders placed by Buyer and accepted by
                                            MULLEN.



 






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		(iii)	MULLEN
shall deliver the Vehicles, at Buyer's cost, to the street address for delivery specified in the applicable purchase order.



 


		(c)	Beginning
                                            on the Effective Date, and thereafter on the first day of each month during the remainder
                                            of the Term, Buyer will provide MULLEN with a written rolling twelve month (or other period,
                                            at Buyer's discretion) good faith forecast or estimate of the quantity of Vehicles which
                                            Buyer may order for each month during such period. Buyer's forecasts under this paragraph
                                            shall take into account MULLEN's standard lead times for Vehicle purchase orders set forth
                                            in paragraph 2(d).



 


		(d)	MULLEN's
                                            standard lead time on purchase orders of Vehicle(s) is four (4) months after a
                                            purchase order is accepted by MULLEN, unless otherwise specifically agreed to in writing.
                                            The lead time calculation begins the next business day after Buyer's purchase order is received
                                            and accepted by MULLEN and ends when Vehicle(s) are made available for gate release
                                            to Buyer.



 


		(e)	Buyer
                                            shall issue a purchase order contemporaneous with the execution of this Agreement for 1000
                                            Vehicles. Buyer shall issue another purchase order on or before May 1st,
                                            2023 for no less than 1000 Vehicles. All additional purchase orders required to fulfill the
                                            First Order Requirement shall be issued no later than August 1st, 2023.






 


		(f)	MULLEN
                                            will use its best efforts to fill each purchase order presented by Buyer and accepted by
                                            MULLEN. Buyer hereby acknowledges that (i) MULLEN shall have the right in its sole discretion,
                                            to reject any purchase order presented by Buyer, without liability to Buyer, if at the time
                                            such purchase order is presented to MULLEN, Buyer shall have more than 1000 Vehicles in inventory
                                            that are not the subject of a firm order from a customer; and (ii) the availability
                                            of certain of the Vehicles may be limited from time to time due to certain factors, including
                                            MULLEN's production capacity, varying dealer demand, Federal Government demand/fulfillment
                                            requirements, weather and transportation conditions, nationwide sales patterns and governmental
                                            regulation. MULLEN will use its best efforts to allocate and distribute available Vehicles
                                            among all of its dealers pursuant to fair and equitable allocation and distribution policies.
                                            In the event that MULLEN has outstanding orders totaling, cumulatively, more than 2000 Vehicles
                                            from dealers other than Buyer prior to the time that MULLEN has completed the Initial Production,
                                            MULLEN shall give written notice to Buyer and Buyer shall, no later than three (3) business
                                            days after receipt of such notice, issue purchase order(s) sufficient to satisfy the
                                            First Order Requirement. If Buyer fails to issue such purchase orders, MULLEN may accept
                                            and fill orders from such other dealers in its sole discretion and without liability to Buyer.



 


		(g)	MULLEN
                                            shall not be liable for delay or failure to deliver the Vehicles where such delay or failure
                                            to deliver is the result of any event beyond the reasonable control of MULLEN, including
                                            but not limited to any law or regulation of any governmental entity, act of God, fire, flood,
                                            earthquake, storm, epidemic, quarantine restriction, war, insurrection or riot, civil unrest,
                                            freight embargo, car wreck, delay or shortage in transportation, unusually severe weather
                                            or inability to obtain necessary labor, materials, fuel, energy, or manufacturing facilities
                                            due to such causes.



 






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		(h)	If
Buyer fails or refuses to take delivery of any Vehicle as set forth in any purchase order, Buyer shall be responsible for any
and all costs of storage or other costs resulting therefrom.



 


		(1)	MULLEN
reserves the right, at any time and from time to time, to make changes to the design or specifications of any Vehicle, without
prior notice to Buyer and, unless required by applicable law, without obligation to make any similar change to any Vehicle previously
purchased by and/or shipped to Buyer. MULLEN will, however, endeavor to provide Buyer with reasonable notice of any material or significant
design or specification changes to a Vehicle model. MULLEN hereby reserves the right to discontinue the manufacture and sale of any Vehicle
model without reasonable notice to Buyer and without incurring any obligation to Buyer or to any customer of Buyer.



 


		(j)	MULLEN
shall not sell any Vehicles to any person or entity that is not an authorized MULLEN dealer.



 


		3.	Payment
                                            Terms; Passage of Title. All Vehicles shall be shipped FOB MULLEN' factory. Payment for
                                            each Vehicle is due in full upon delivery. Title to each Vehicle shall pass from MULLEN to
                                            Buyer, or to the financial institution designated by Buyer, upon MULLEN' s receipt of payment
                                            for said Vehicle. Buyer will provide to MULLEN any resale exemption certificate, direct pay
                                            permit or any other exemption information related to Buyer's purchase of Vehicles as may
                                            be reasonably requested by MULLEN. Buyer will be solely responsible for the collection and
                                            remittance of any and all applicable taxes arising from its sale or lease of Vehicles and
                                            other tangible items, to any customer of Buyer.



 


		4.	Limitations
                                            on Use of Vehicles Purchased. Buyer is authorized to sell the Vehicles only as a licensed
                                            MULLEN dealer as authorized by, and subject to, a duly executed MULLEN authorized dealer
                                            sales and service agreement (the "Dealer Agreement") subject to and in compliance
                                            with all applicable laws. Buyer is prohibited from selling the Vehicles to any reseller not
                                            authorized by MULLEN. The term "reseller" means any third party not authorized
                                            by MULLEN who represents itself as an authorized reseller of MULLEN vehicles or carries on
                                            an activity equivalent to that of a reseller.



 


		5.	Term
                                            and Termination. This Agreement shall have a term (the "Term") commencing on
                                            the Effective Date and continuing until the earlier of the following: (a) the First
                                            Order Requirement is satisfied, or (b) December 31, 2023, unless earlier terminated
                                            for any of the following reasons:



 


		(i)	Buyer
                                            ceases to be an authorized MULLEN dealer;



 





		(ii)	Upon
                                            the institution of voluntary or involuntary bankruptcy proceedings by or against either Party;
                                            or if a Party shall make an assignment for the benefit of creditors; or appointment of a
                                            receiver or trustee; or a Party becomes insolvent or is dissolved;



 






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		(iii)	If
                                            one Party shall fail to perform its financial obligations to the other Party, or a subsidiary
                                            or affiliate of the other Party, and such failure continues for a period of thirty (30) days
                                            after written notice of such failure is delivered to such Party;



 


		(iv)	If
                                            either Party requires a license, permit or other authorization for the performance of any
                                            responsibility under this Agreement in any jurisdiction where this Agreement is to be performed
                                            and said Party shall fail to secure and maintain such authorization, or if such authorization
                                            is suspended or revoked, irrespective of the cause or reason, subject to a sixty (60) day
                                            right to cure after such Party becomes aware of such failure;



 


		(v)	If
                                            Buyer shall fail for any reason to function in the ordinary course of business or maintain
                                            its dealership facilities open for business for ten (10) consecutive business days,
                                            except in the event such closure or cessation of operation is caused by some event beyond
                                            the control of Buyer, such as strikes, war, riots, fires, floods, other acts of God, pandemics
                                            or epidemics;



 


		(vi)	If
                                            Buyer transfers or attempts to transfer any interest in, or right, privilege or obligation
                                            under this Agreement, without the prior written consent of MULLEN;



 


		(vii)	A
                                            change by operation of law or otherwise in the direct or indirect ownership of Buyer, or
                                            the sale of substantially all of Buyer's assets, not in accordance with the transfer provisions
                                            of the Dealer Agreement;



 


		(viii)	If
                                            Buyer submits to MULLEN or to any affiliate of MULLEN any application, claim, report, record
                                            or other information which is knowingly false or fraudulent;



 


		(ix)	(A) If
                                            Buyer or any Owner identified on Exhibit B ("Owner") is convicted of,
                                            or pleads no contest in a court of original jurisdiction with respect to, any crime affecting
                                            Buyer's dealership operations, or (B) any willful failure of Buyer or any Owner to comply
                                            with the provisions of any laws, ordinances, rules, regulations or orders relating to the
                                            conduct of Buyer's dealership operations;



 


		(x)	Any
                                            dispute, disagreement or controversy among managers, officers, directors or Owner(s) of
                                            Buyer that, in the reasonable opinion of MULLEN, adversely affects the ownership, operation,
                                            management, reputation, or goodwill of Buyer or MULLEN, and remains unresolved for a period
                                            of sixty (60) days after written notice thereof is delivered to Buyer;



 






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		(xi)	MULLEN
                                            reasonably believes that Buyer or any Owner(s) have failed, refused or neglected to
                                            conform his or her conduct (whether personal or business) with standards of good citizenship
                                            or generally acceptable behavior in contemporary society or the local community, in a way
                                            that, in the reasonable opinion of MULLEN, adversely affects the ownership, operation, management,
                                            reputation or goodwill of Buyer or MULLEN, or may impair the goodwill associated with MULLEN'
                                            trademarks, and, if curable, such conduct remains uncured for a period of sixty (60) days
                                            after written notice thereof is delivered to Buyer;



 


		(xii)	Impairment
                                            of the reputation or financial standing of Buyer subsequent to the execution of this Agreement,
                                            which impairment, if curable, remains uncured for a period of sixty (60) days after written
                                            notice thereof is delivered to Buyer; or



 


		(xiii)	Breach
                                            or violation by Buyer of any other term or provision of this Agreement, which breach or violation
                                            remains uncured for a period of sixty (60) days after written notice thereof is delivered
                                            to Buyer.



 


6.             Confidentiality.
Absent the prior written consent of the other Party, each Party shall keep confidential and shall not disclose or announce to any
member of the media or any other third party the fact, terms or conditions of this Agreement except: (i) pursuant to a court order
or as otherwise required by law, legal process or regulation; (ii) to assist the Parties with respect to the implementation of,
compliance with, or accounting for the transactions contemplated by this Agreement; or (iii) to Buyer's financial institution. Notwithstanding
the foregoing, either Party may disclose or announce the acceptance, release and/or fulfillment of the orders contemplated by this Agreement.


 





7.             Other
MULLEN Terms of Sale. The other terms of sale ("Terms of Sale") applicable to the Vehicles are attached hereto as Exhibit C and
considered an integral part of this Agreement. In the event of any conflict, the express terms of this Agreement (excluding the Terms
of Sale) shall control over any conflicting term or provision in the Terms of Sale.


 


8.             Choice
of Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Michigan, excluding its conflict
of laws principles.


 


9.             Repurchase
of Vehicles. DEALER will endeavor, to the extent practicable considering all relevant factors, to sale and deliver all MULLEN Products
and services that are ordered by the DEALER.  At Dealer’s discretion, any new products (less than 500 miles) not sold by Dealer
after a period of twelve months can be returned to MULLEN at original pricing.


 


		(a)	Any
                                            new, unused, never titled, undamaged Vehicles with less than 500 miles, then unsold in Buyer's
                                            inventory. The prices of such Vehicles shall be the same as those at which they were originally
                                            purchased by Buyer, less all prior refunds or other allowances, if any, made by MULLEN to
                                            Buyer with respect thereto.



 


		(b)	New,
                                            unused and undamaged MULLEN parts and accessories, contained in the original packaging, then
                                            unsold in Buyer's inventory that are in good and saleable condition.



 






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The
prices for such parts and accessories shall be the prices last established by MULLEN for the sale of identical parts or accessories to
other dealers.


 


		(c)	Special
                                            service tools recommended by MULLEN and then owned by Buyer and that are especially designed
                                            for servicing the Vehicles. The prices for such special service tools will be the price paid
                                            by Buyer less appropriate depreciation, or such other price as the Parties may negotiate.



 


		(d)	Signs
                                            that MULLEN has recommended for identification of Buyer and are owned by Buyer. The price
                                            of such signs shall be the price paid by Buyer less appropriate depreciation or such other
                                            price as the Parties may negotiate.



 


10.           Defense
and Indemnification.




 


		(a)	Defense
and Indemnification by MULLEN. MULLEN agrees to assume the defense of Buyer and to indemnify and hold Buyer harmless in any lawsuit
naming Buyer as a defendant and involving any Vehicle when the lawsuit also involves allegations of:



 


		(iv)	Bodily
                                                                                                                                                                                                                                                                               injury or property damage arising out of an occurrence allegedly caused solely by a defect or failure to warn of a defect in design,
                                                                                                                                                                                                                                                                               manufacture or assembly of a Vehicle;



 


		(v)	Any
                                            misrepresentation or misleading statement or unfair or deceptive trade practice of MULLEN; or



 


		(vi)	Any
                                            substantial damage to a Vehicle purchased by Buyer from MULLEN that was repaired by MULLEN
                                            and where Buyer had not been notified of such damage in writing prior to the delivery of
                                            the subject Vehicle, part or accessory to a customer.



 


		(b)	Defense
and Indemnification by Buyer. Buyer agrees to assume the defense of MULLEN and to indemnify and hold MULLEN harmless in any lawsuit
naming MULLEN as a defendant when the lawsuit involves allegations of:



 


		(i)	Buyer's
                                            failure to comply, in whole or in part, with any obligation assumed by Buyer under this Agreement;



 


		(ii)	Buyer's
                                            negligent or improper repair or servicing of a new or used Vehicle;



 


		(iii)	Buyer's
                                            alleged breach of any contract or warranty other than that provided by MULLEN;



 


		(iv)	Buyer's
                                            alleged misleading statements, misrepresentations, or deceptive or unfair trade practices;
                                            or



 





		(v)	Any
                                            modification or alteration made by or on behalf of Buyer to a Vehicle, except those made
                                            pursuant to the express written approval of MULLEN.



 






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11.            Remedy
for Certain Nonconforming Vehicles. If a Vehicle does not conform to all applicable express warranties set forth in MULLEN' s warranty
manual and such nonconformity or nonconformities violate any applicable state or federal new motor vehicles warranties law, then, in
addition to Buyer's remedies in the Dealer Agreement, MULLEN shall repurchase such Vehicle from Buyer at the same price as originally
paid by Buyer's customer.


 


		12.	Miscellaneous.



 


		(a)	Binding
                                            Nature. This Agreement shall be binding upon and inure solely to the benefit of the Parties,
                                            their heirs, successors and assigns.



 


		(b)	Interpretation.
                                            Whenever possible, each provision of this Agreement shall be interpreted in such a manner
                                            as to be effective and valid under applicable law, and the Parties agree to take any and
                                            all steps that are necessary in order to enforce the provisions hereof.



 


		(c)	Entire
                                            Agreement. This Agreement, including the Exhibits hereto, and the Dealer Agreement constitute
                                            the entire agreement between the Parties hereto, superseding all prior oral or written representations,
                                            negotiations, understandings and agreements, on the subject matter hereof. In the event of
                                            a conflict between the terms of this Agreement and the Dealer Agreement with respect to the
                                            subject matter of this Agreement, this Agreement shall control.



 


		(d)	Copies/Counterparts.
                                            This Agreement may be executed in one or more counterparts, each of which shall be deemed
                                            an original, but all of which shall be considered one instrument and shall become binding
                                            when one or more counterparts have been signed by each of the Parties and delivered to the
                                            other. Electronic or facsimile copies of signatures hereon shall be treated as originals.



 


		(e)	Authority
                                            The Parties do hereby declare that this Agreement has been duly authorized by each of
                                            the Parties after consultation with counsel, and that the undersigned do fully understand
                                            the terms of this Agreement and have the express authority to enter into this Agreement.



 


		(f)	Construction
                                            of this Agreement. The Parties acknowledge that all Parties, through their legal counsel,
                                            played an equal role in drafting and/or had an equal opportunity to review and modify the
                                            provisions set forth in this Agreement. Thus, in the event of any misunderstanding, ambiguity,
                                            or dispute concerning this Agreement's provisions or interpretations, no rule of construction
                                            shall be applied that would result in having this Agreement interpreted against any Party.



 


		(g)	Notices.
                                            Any notice required to be given by either Party to the other in connection with this
                                            Agreement will be in writing and delivered personally or by first class or express mail or
                                            by facsimile, or electronically as provided in this Agreement, at each Party's address in
                                            the Dealer Agreement.



 






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IN
WITNESS WHEREOF, the Parties have executed this Agreement as of the date set forth below.  


 


	Mullen
    Automotive, Inc.	 	Randy
    Marion Isuzu, LLC dba Randy
	 	 	Marion
    MULLEN
	 	 	 
	By:
    	/s/
    John Schwegman	 	By:
    	/s/
    Randall L. Marion
	 	 	 






	Print
    Name: 	John
    Schwegman	 	Print
    Name: 	Randall
    L. Marion
	 	 	 
	Title:
    	Chief
    Commercial Officer	 	Title:
    	President
	 	 	 
	Dated:
    	12/12/2022	 	 	Dated:
    	12/12/2022	 




 






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EXHIBIT A


 






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EXHIBIT B


 


Owner(s)


 


Randall
L. Marion


 


Randy
Marion Incorporated


 






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EXHIBIT C


 


(Terms
of Sale)


 






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SELLER

TERMS AND CONDITIONS OF SALE


 


	1.	Acceptance
and Modification



 


This
document constitutes an offer or counteroffer (an "Offer") by Seller or its applicable subsidiary or affiliate ("Seller")
to sell the products and/or services described herein (the "Products") to purchaser ("Purchaser"). subject to and
in accordance with these terms and conditions and attachments to this document (the "Terms and Conditions"). This document
is not an acceptance of any offer or counteroffer made or purchase order submitted by Purchaser, and this Offer and any contract arising
out of this Offer (collectively, the "Contract") are each expressly conditioned upon Purchaser's assent to all of the Terms
and Conditions. Seller's acceptance of any order is subject to Purchaser's assent to all of the Terms and Conditions set forth in Seller's
acknowledgement. and Purchaser's assent to these Terms and Conditions shall be presumed from Purchaser's receipt of Seller's acknowledgement.
or from Purchaser's acceptance of all or any part of the Products ordered. Purchaser acknowledges agreement with these Terms and Conditions
by placement of an order to purchase Products from Seller or its acceptance of all or any part of the Products called for in a purchase
order. Seller objects to any additional or different terms or conditions contained in any request for quotation. request for proposal.
purchase order or other document or communication previously or hereafter provided by Purchaser to Seller. If a purchase order or other
correspondence contains terms or conditions contrary to the terms and conditions contained in Seller's acknowledgement. Seller's acceptance
of any order shall not be construed as assent to any additional terms and conditions. nor will that constitute a waiver by Seller of
any of the Terms and Conditions nor an acceptance of any such additional provisions. No such additional or different terms or conditions
will be of any force or effect. unless specifically agreed to by an authorized officer of Seller in writing. The Contract and the Finn
Order Agreement to which the Contract is attached constitute the entire understanding between the parties with respect to the subject
matter of the contract and supersede any prior discussions. negotiations. agreements and understandings. Notwithstanding any provision
in the Contract to the contrary. the express terms of the Firm Order Agreement shall control over any conflicting term or provision in
the Contract. Modifications to the Contract can be made only by a writing signed by an authorized representative of each party.


 


	2.	Termination



 


No order may be cancelled
or altered by Purchaser except upon terms and conditions acceptable to Seller in Seller's sole discretion. as evidenced in writing by
Seller's authorized representative. No order may be cancelled after the Products that are the subject of the order have entered into
production.


 






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	3.	Delivery



 


Unless
otherwise provided in this document or agreed to in a separate writing. Seller will arrange for shipment of all Products to the point
designated by Purchaser. All vehicles shall be shipped F.O.B. MULLEN factory. Purchaser shall pay for Seller's transportation costs as
invoiced. In the event that scheduled delivery of Products is delayed by Purchaser. Seller may store such Products for the account
of and at the risk of Purchaser. Seller guarantees no delivery dates. as such dates are estimates only. and reserves the right
to make delivery in installments in order to fill an order. Delay in delivery of any installment shall not relieve Purchaser of its obligations
to accept remaining deliveries. Seller shall not be liable for any losses or damages as a result of any delay or failure to deliver due
to any cause beyond Seller's reasonable control. including but not limited to any act of God. epidemic. act of Purchaser. embargo or
other governmental act. regulation or request. fire. explosion. flood. hurricane. accident. strike. slowdown. war. act of terrorism.
riot, delay in transportation. equipment failure. inability to obtain necessary labor. equipment. materials or manufacturing facilities.
or failure of usual sources of supply or usual modes of transportation. In the event of any such delay. the date of delivery shall be
extended for a period equal to the time lost because of the delay. Purchaser's exclusive remedy for other delays and for Seller's inability
to deliver for any reason shall be rescission of the underlying order.


 


	4.	Risk
of Loss



 


Risk
of loss or damage to Products passes from Seller to Purchaser at MULLEN factory when the Products have been loaded on the carrier for
shipment.


 





	5.	Security
Agreement and Insurance



 


a.            To
secure payment of all amounts due from time to time under the Contract and performance of all of Purchaser's obligations under the Contract,
Purchaser hereby: (i) grants to Seller a purchase money security interest in all Products: and (ii) authorizes Purchaser to
file such financing statements and other documents. and agrees to execute such other documents and to do such other acts. as Seller may
reasonably deem necessary or advisable to protect its rights in such Products. In the event Purchaser breaches the terms or conditions
of the Contract. including. but not limited to. any past due balances. together with interest. costs. and attorney fees are permitted
herein. Seller shall have all the rights and remedies of a secured creditor under the Uniform Commercial Code.


 


b.            Until
Seller has received full payment of the price payable under the Contract. Purchaser shall (i) maintain insurance covering all Products
in such amounts and against such risks as is customary by companies engaged in the same or similar business and similarly located. naming
Seller as insured or coinsured. and shall. upon Seller's request. furnish evidence of such insurance satisfactory to Seller. and (ii) upon
request by Seller. do all things necessary or desirable to adequately insure the Products against Loss or damage.




 


	6.	Payment
and Title



 


Purchaser
(or its financing company that has been designated to Seller by Purchaser in writing) shall pay Seller for vehicle Products COD (Cash
on Delivery). Title to each vehicle Product shall pass from Seller to Purchaser, or to the financial institution designated by Purchaser.
upon Seller's receipt of payment for such vehicle Product. For parts Products, all invoices shall be paid within thirty (30) days after
delivery. If Purchaser fails to pay any invoice or other amount when due or if. in the judgment of Seller. the financial condition of
Purchaser at any time prior to shipment does not justify the extension of credit. then Seller may require payment in advance or otherwise
modify the payment terms upon notice to Purchaser. All delays occasioned by acts of


 






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Purchaser
shall be at the expense of Purchaser. Seller reserves the right to assess reasonable charges for its actual expenses resulting from such
delays. All shipments shall be separately invoiced and paid for without regard to subsequent deliveries. Interest at the rate of one
and one-half percent (1 1/2%) per month or at the highest rate allowed by law. whichever is less. shall be charged to all overdue accounts.
Purchaser will reimburse Seller for all costs and expenses (including reasonable attorneys' fees and the costs of bringing any action)
incurred in collecting any amounts past due. If a dispute arises between the parties concerning Purchaser's alleged right to setoff or
recoupment against Seller or its affiliates. the parties shall negotiate in good faith to resolve such dispute. Notwithstanding the foregoing.
Purchaser acknowledges and agrees that payments owed to Seller for Products supplied under this Contract are not subject to any setoff
or recoupment by Purchaser unless and until Seller agrees in writing to such setoff or recoupment. and that Purchaser shall not exercise
its right to setoff or recoupment in connection with any disputed. contingent. or unliquidated claim.


 


	7.	Prices



 


Unless
otherwise quoted. prices shall be those published in Seller's wholesale price list in effect at the time Purchaser's order is accepted
by Seller. Unless other terms are specified in the attachments to this Contract, all prices are quoted and payable in U.S. dollars. The
prices quoted do not include any taxes imposed on the sale of the Products. Any manufacturer's tax, occupation tax. use tax. sales tax.
excise tax. GST. value added tax, duty. custom. inspection or testing fee. or any other tax. fee. interest or charge of any nature whatsoever
imposed by any governmental authority (whether domestic or foreign. or federal. state or local) on or measured by the transactions between
Seller and Purchaser (other than income taxes imposed on Seller) shall be added to the price of Products. invoiced separately. and paid
by Purchaser in addition to the prices quoted or invoiced. Purchaser agrees to reimburse Seller for any such tax or provide Seller with
acceptable tax exemption certificate.


 


	8.	Warranty



 


a.            Seller
warrants the Products to Purchaser and to the end user as set forth in Seller's written Factory Warranty for the Products as is in effect
at the time of the sale of the Products to the end user (the "Standard Warranty").


 


b.            SELLER
MAKES NO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY OTHER EXPRESS OR IMPLIED WARRANTY, EXCEPT AS
PROVIDED IN THE STANDARD WARRANTY. THE STANDARD WARRANTY IS IN LIEU OF ALL OTHER EXPRESS AND IMPLIED WARRANTIES. SELLER EXPRESSLY DISCLAIMS
AND EXCLUDES ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTY ARISING FROM USAGE
OF TRADE OR COURSE OF DEALING.


 


c.            Purchaser
assumes all risk and liability resulting from any use of the Products which is not in compliance with the Standard Warranty.


 






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d.            The
Standard Warranty shall not apply in the event of defects or damages caused by: (i) failure of Purchaser to comply with any
operational or maintenance guidelines or requirements: (ii) physical abuse of the Products or any component or acts of
vandalism by any persons other than Seller. its employees. agents. or subcontractors: (iii) alterations, modifications,
additions, or repairs made during the applicable warranty period by anyone other than Seller. its employees. agents. subcontractors
or authorized warranty providers: or (iv) accidents or damage resulting from fire, water. wind. hail, lightning. electrical
surge or failure, earthquake. theft or similar causes not caused or contributed to by the sole negligence of Seller or its
employees. agents. or subcontractors.


 


	9.	Patents.
Trademarks and Copyrights



 


a.            Seller.
at its own expense. shall defend or settle any suits that may be instituted by an unrelated third party against Purchaser to the
extent such suits relate to infringement of any patent. trademark or copyright by Products manufactured by Seller pursuant to the Contract.
if such infringement directly arises out of the use of such Products. or components thereof, in Purchaser's business for any of the purposes
for which the same were sold by Seller under the Contract, and provided that Purchaser shall (i) have made all payments then due
under the Contract. (ii) give Seller immediate notice in writing of any such suit. (iii) transmit to Seller immediately upon
receipt all processes and papers served upon Purchaser. (iv) permit Seller through its counsel, either in the name of Purchaser
or in the name of Seller, to defend such suits, and (v) give all needed information, assistance and authority to enable Seller to
do so.


 


b.            If
Products sold to Purchaser under the Contract are held in and of themselves. by final court decision from which no appeal can be
taken. to infringe any patent and their use is enjoined. or in the event of a settlement or compromise approved in writing by Seller
that precludes future use of Products sold to Purchaser under the Contract. then Seller (i) shall pay any final and
unappealable award of damages in such suit to the extent such damages are directly attributable to such infringement. (ii) shall
reimburse Purchaser for all costs and expenses (including reasonable attorneys' fees and costs) incurred in defending any such suit,
and (iii) shall. at its own expense and at its sole option. (A) procure for Purchaser the right to continue using such
Products to the extent contemplated in the Contract. (B) modify such Products to render them noninfringing.
(C) replace such Products with noninfringing Products. or (D) refund the price paid by Purchaser for such Products
after Purchaser's return of such Products to Seller. This Paragraph 9 states Seller's sole obligation and Purchaser's exclusive
remedy with respect to patent. trademark or copyright infringement.


 


	10.	Indemnification
                                            by Seller



 


Seller
will assume the defense of Purchaser and indemnify Purchaser in any lawsuit naming Purchaser as a defendant relating to any Product
that has not been altered when the lawsuit concerns:


 


		a.	Breach
                                            of the Standard Warranty related to the Product. bodily injury or property damage claimed
                                            to have been caused solely by a defect in the design. manufacture. or assembly of a Product
                                            by Seller:



 






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		b.	Failure
                                            of the Product to conform to the description set forth in advertisements or product brochures
                                            distributed by Seller:



 


		c.	Any
                                            misrepresentation or misleading statement or unfair or deceptive trade practice of Seller:
                                            or



 


		d.	Any
                                            substantial damage to a Product purchased by Purchaser from Seller which has been repaired
                                            by Seller unless Purchaser has been notified of the repair prior to delivery of the affected
                                            Product.



 


	11.	Limitation
                                            of Remedies



 


		a.	Seller
                                            shall be given reasonable and prompt opportunity to examine any claim of defect by the Purchaser.



 


		b.	Except
                                            as provided in Paragraph 10. Purchaser agrees that its sole and exclusive remedy against
                                            Seller shall be limited to either repair or replacement of the Products or a refund of the
                                            purchase price at Seller's option. This exclusive remedy shall not be deemed to have failed
                                            of its essential purpose so long as Seller is willing to repair or replace the defective
                                            Products.



 


	12.	Limitation
                                            of Damages



 


		a.	EXCEPT
                                            AS OTHERWISE PROVIDED IN PARAGRAPHS 9 AND 10. THE MAXIMUM LIABILITY. IF ANY. OF SELLER FOR
                                            ALL DAMAGES. INCLUDING WITHOUT LIMITATION CONTRACT DAMAGES AND DAMAGES FOR INJURIES TO PERSONS
                                            OR PROPERTY. WHETHER ARISING FROM SELLERS BREACH OF CONTRACT. BREACH OF WARRANTY. NEGLIGENCE.
                                            STRICT LIABILITY. OR OTHER TORT. IS LIMITED TO AN AMOUNT NOT TO EXCEED THE PURCHASE PRICE
                                            OF THE PRODUCTS AT ISSUE IN THE CLAIM.



 


		b.	TO
                                            THE EXTENT PERMITTED BY APPLICABLE LAW. SELLER SHALL NOT BE LIABLE TO PURCHASER FOR ANY SPECIAL.
                                            INCIDENTAL. INDIRECT. CONSEQUENTIAL. OR PUNITIVE DAMAGES. INCLUDING WITHOUT LIMITATION LOST
                                            REVENUES AND PROFITS. EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.



 


		c.	THE
                                            PARTIES ACKNOWLEDGE AND AGREE THAT THE LIMITATION OF DAMAGES PROVISIONS SET FORTH IN THIS
                                            PARAGRAPH 12 SURVIVE BETWEEN PURCHASER AND SELLER EVEN IF THE EXCLUSIVE REMEDY SET FORTH
                                            IN PARAGRAPH 11(b) IS DEEMED TO FAIL OF ITS ESSENTIAL PURPOSE.



 






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	13.	Confidential
Data



 


All
sketches. models. formulas. materials. samples and other information submitted by Seller shall remain the property of Seller and shall
be treated as confidential information of Seller unless Seller has indicated a contrary intent in writing. Immediately upon termination
of this Agreement. all sketches. models. formulas. materials. samples and other information. together with any and all copies thereof.
shall be returned to Seller. All sketches. models, specifications. drawings. designs. data. information. ideas. methods. patterns and/or
inventions made. conceived. developed or acquired by Seller in connection with the Contract or any related order shall vest in and inure
to Seller's full benefit. notwithstanding any charges therefor that may have been or may be imposed by Seller. and shall not be disclosed
to third parties without Seller's prior written consent. This obligation shall continue so long as any purchase order for Products related
to or using such technical information or data is in effect and for a period of two years thereafter. This obligation will not apply
to information that is or becomes publicly known through no fault of Purchaser.


 


	14.	Inspection



 


Purchaser or its authorized
agents shall have the right to visit Seller's workshops to inspect progress and production of the Products during normal business hours
upon three (3) days' prior written notice. provided that Purchaser and such agents shall abide by any applicable rules that
Seller may have in effect or hereafter put into effect at such workshops. including. without limitation. rules relating to workers.
safety. use of cameras. security and confidentiality procedures or requirements. designated entrances. hours of work and the handling
of equipment or materials.


 


	15.	Changes
                                            in the Products



 


Purchaser
may request in writing changes in the specifications and shipping instructions of Products. As promptly as practicable after receipt
of such request. Seller shall advise Purchaser in an amendment letter what amendments to the Contract. if any. may be necessitated by
such changes. including. without limitation. amendment of price, specifications and shipment schedule. If such proposed amendments to
the Contract are accepted in writing by Purchaser. Seller shall make the requested changes with respect to such Products as may be affected
thereby. Seller may at any time make such changes in the Products as shall constitute an improvement in the judgment of Seller. Seller
may furnish suitable substitutes for materials unobtainable because of priorities or regulations established by governmental authority
or nonavailability of materials from suppliers. Any such changes in or substitutes of materials or components that were specifically
identified in the specifications or Seller's quotation require notice to and the consent of Purchaser, which consent shall not be unreasonably
withheld or delayed.


 


	16.	Miscellaneous



 


		a.	  Whenever
                                            possible. each provision of this Contract shall be interpreted in such a way as to be effective
                                            and valid under applicable law. Any provision hereof that is prohibited or unenforceable
                                            in any jurisdiction shall. as to such jurisdiction, be ineffective to the extent of such
                                            prohibition or unenforceability without invalidating the remaining provisions hereof or affecting
                                            the validity or enforceability of such provision in any other jurisdiction, and the parties
                                            shall substitute therefor an enforceable
provision that achieves the same business purpose as the provision that is prohibited or unenforceable.



 






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		b.	THIS
                                            CONTRACT SHALL BE GOVERNED BY AND CONSTRUED ACCORDING TO THE INTERNAL LAWS OF (i) THE
                                            STATE OF MICHIGAN, WITH THE EXCEPTION OF THE MICHIGAN MOTOR VEHICLE FRANCHISE ACT, MICH.
                                            COMP. LAWS, §§ 445.1561, ET SEQ. AND ANY AMENDMENTS OR SUCCESSOR PROVISIONS THERETO
                                            UNLESS PURCHASER IS A LICENSED MOTOR VEHICLE DEALER SITUATED IN THE STATE OF MICHIGAN AND
                                            (ii) WITH RESPECT TO PRODUCTS DELIVERED OUTSIDE THE UNITED STATES, THE UNITED STATES
                                            OF AMERICA (WITHOUT REFERENCE TO PRINCIPLES OF CONFLICTS OF LAWS). THE RIGHTS AND OBLIGATIONS
                                            OF THE PARTIES HEREUNDER SHALL NOT BE GOVERNED BY THE 1980 U.N. CONVENTION ON CONTRACTS FOR
                                            THE INTERNATIONAL SALE OF GOODS.



 


		c.	Either
                                            party's failure to exercise a right or remedy or acceptance of a partial or delinquent payment
                                            shall not be deemed to be a waiver of any of such party's rights or obligations under this
                                            Contract. and shall not constitute a waiver of such party's right to declare an immediate
                                            or a subsequent default.



 


		d.	No
                                            assignment of this Contract or of any right or obligation under this Contract shall be made
                                            by Purchaser without the prior written consent of Seller. In the event of a proper assignment.
                                            the Contract shall be binding upon and inure to the benefit of the Purchaser's successors
                                            and assigns.



 


		e.	In
                                            its relationship with Seller. Purchaser is an independent contractor. Nothing in this Contract
                                            shall be construed such that Purchaser shall be considered an employee. agent or partner
                                            of Seller. This Contract shall not confer any rights or remedies upon any third-party. other
                                            than the parties to this Contract and their respective successors and permitted assigns.



 






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