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Headco Industries’ Terms and Conditions

For Sale of Goods

These terms and conditions apply to the sale of goods by Headco Industries company and its subsidiaries, referred to below as the “Company.” The Company and subsidiaries are doing business as Bearing Headquarters, Bronze Headquarters, Gear Headquarters, Gears and Sprockets, Headco Machine Works, Highland Hydraulics, and Industrial Parts and Repair.

1) General: Buyer shall not assign any order or rights to another party without the prior written consent of the Company. These Terms and Conditions shall be governed by the laws of the State of Illinois. Upon acceptance by Company of a purchase offer, request, or order, these Terms and Conditions shall apply as a part of the sale contract, and any differ-ing terms and conditions tendered by buyer shall not apply, but buyer shall be deemed to have agreed that buyer’s differing terms and conditions shall not apply unless buyer timely withdraws the purchase offer, request, or order.

2) Pricing: Unless otherwise agreed to before the goods are ordered, the price at time of ship¬ment shall prevail. All material and services may be assessed a special charge for pack-ing, packaging, kitting, marking, handling, documentation of origin, documentation for tracing, documentation as required by the product supplier or government, and freight and additional costs in consummating the order. Surcharges from the Company’s product or material sources may be included in the buyer’s cost. A delivery fee or gas surcharge may apply to any and all orders or deliveries.

3) Payment Terms: The Company’s standard payment terms are Net Cash 30 Days from the date of the invoice, plus interest at a reasonable rate thereafter. All adjustments, pay¬ments, and debits must be spelled out in detail with buyer’s remittance to ensure proper posting to buyer’s account.

4) Delivery: Unless agreed to in advance, all goods will be FOB Shipping Point. The selection of the method of delivery rests with the Company unless specified by the buyer. All delivery dates given for deliveries of product and/or services are estimates, and are not final. The risk of loss passes to the buyer when material is delivered to the carrier in good condition. Because buyer assumes the risk of loss in transit, buyer should file with the carrier if material is received in damaged condition.

5) Notice of Claim of Nonconformity. Buyer shall, within ten business days after receipt of the goods, give written notice to the Company of any claim that the goods do not conform with the terms of the contract. A failure to give such notice waives any right the buyer may have to contend that the goods do not conform to the contract, or that buyer may revoke accep¬tance of the goods.

6) Delays: Company will not be liable for any delay in the performance of orders or contracts, or in the delivery or shipment of goods, or for any damages suffered by the buyer by reason of such delay, when such delay is, directly or indirectly, caused by, or in any manner arises from, fires, floods, accidents, civil unrest, acts of God, war, governmental interference or embargoes, strikes, or labor difficulties; shortage of labor, fuel, power, materials, or supplies; transportation delays; or any other cause or causes (whether or not similar in nature to any of these hereinbefore specified) beyond its control.

7) Shortages and Over-shipments: All shortages and over-shipments must be identified and reported in writing to the Company within two business days after the buyer receives the material. All OEM purchases are subject to an under- or over-shipment of ten (10) percent. OEM shipments will be considered complete with any under- or over-shipment of less than ten (10) percent.

8) Cancellations or Reschedules: All cancellations and reschedules are to be made in writing and subject to approval by the Company. The Company reserves the right to refuse cancel-lations and reschedules if there is a financial burden on the Company or it causes extra expense to the Company.

9) Limited Warranty and Liability: All products purchased from Company are warranted against defects in workmanship and material for one year from the date of shipment. The Company will replace or, at its option, repair, without charge, any products purchased which are proven to be defective due to workmanship or materials within one year subse-quent to shipment, provided it is furnished with timely written notice of the alleged defect. This warranty will not be extended or enlarged by any warranty of a manufacturer. No products purchased from the Company carry any other warranty, either express or implied, unless in writing and signed by an officer of the Company on or before the time of ship-ment. The Company will not be responsible for consequential or special damages of any nature, whether based on tort or contract, caused by alleged defects. The Company shall not be responsible for any injury, loss, or damage, direct or consequen¬tial, from the use of a product or service the Company sold to the buyer and that the buyer used on its own equipment or sold as part of its product. THIS WARRANTY IS EXPRESSLY MADE IN LIEU OF ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUD¬ING THE WARRANTIES OF MERCHANTABILITY AND FITNESS.

10) Title: Title to the product or service shall pass to the buyer once the product leaves the shipping point, free and clear of any liens, claims, or assessments.

11) Credit Balances: All credit balances of the buyer with the Company over one year old may be canceled by the Company. Unless the Company, at its sole discretion, reinstates the credit, the buyer will have no recourse against the Company for credits after the one-year period.

12) Returned Goods: For all material that a buyer seeks to return to the Company, buyer must first obtain written “Return Authorization” from the Company. All material returned must have the authorized Returned Goods Number on the outside of the shipping container. Material must be returned in like-new condition, with no damage to the material or pack-aging or marking on the packaging or material. Material over one year old will not be eligi-ble or accepted for return. All returned material is subject to a fifteen-percent (15%) re-stock charge or higher if required by the manufacturer.

13) Penalties, Delay, and Damages: No penalty clause or understanding of any kind will be part of the buyer’s agreement unless the Company approves in writing in advance of the order. The Company expressly states that it will not accept nor be responsible for any damage, both monetarily or physical, for a delay in shipping the material or defective mate-rial or defective workmanship.

14) Force Majeure: The standard terms and conditions as related to Force Majeure will apply to all products and services sold.

15) Disputes Resolutions: Any transaction dispute or claim relative to the products or services sold will first be submitted to an impartial mediator selected by the Company. If the matter is not resolved with the assistance of the mediator within fifteen business days after it is submitted to a mediator, either party may withdraw from mediation and pursue any other available remedy. The mediator’s expense shall be shared equally by the parties, and each party shall be responsible for any other costs or charges incurred by the party, such as attor-neys’ fees, in connection with the dispute.

16) Confidentiality: Any agreed-to terms and conditions that are exceptions to these listed Terms and Conditions are to be held as Confidential by all parties. This includes pricing, payment terms, arrangements, concepts, and specially manufactured items.

For Purchase of Goods

These terms and conditions apply to the purchase of goods by Headco Industries company and its subsidiaries, referred to as the “Company.” The Company and subsidiaries are doing business as Bearing Headquarters, Bronze Headquarters, Gear Headquarters, Gears and Sprockets, Headco Machine Works, Highland Hydraulics, and Industrial Parts and Repair.

1) General: Seller shall not assign any order or rights to another party without the prior written consent of the Company. These Terms and Conditions shall be governed by the laws of the State of Illinois. Upon acceptance by Seller of a purchase offer, request, or order, these Terms and Conditions shall apply as a part of the purchase contract, and any differing terms and conditions tendered by Seller shall not apply, but Seller shall be deemed to have agreed that Seller’s differing terms and conditions shall not apply unless Seller timely revokes the order.

2) Company’s Purchase Order: All material ordered from Seller MUST have a Company purchase order number assigned to it. The purchase order number must appear on all docu-mentation, to include packing slips, invoices, and all correspondence regarding the purchase order.

3) Pricing: Pricing on the purchase order will reflect the cost that the Company will pay for the goods when received. Any different price must be agreed to, or acknowledged, in writing before the material is shipped.

4) Payment Terms: The standard payment terms of the Company will apply to all material ordered by the Company. Any change in payment terms must be agreed to in writing by the Company before the goods are shipped.

5) Delivery: Unless agreed to in advance, all goods will be FOB Delivered, as directed by the Company. The selection of the method of delivery rests with the Seller unless specified by the Company. Risk for damaged goods starts for the Company when goods are received in good condition at the Company’s property or designated delivery site. The Seller shall not be liable for delayed deliveries because of acts of war, acts of God, accident, and inability to obtain product or material; labor issues; or anything beyond the reasonable control of Seller.

6) Shortages and Over-shipments: All shortages and over-shipments will be identified and reported in writing to the Seller within fifteen business days after the Company receives the goods. All OEM purchases are subject to an under- or over-shipment of ten (10) percent. OEM shipments will be considered complete with any under- or over-shipment of less than ten (10) percent.

7) Cancellations or Reschedules: All cancellations and reschedules are to be made in writing and subject to approval from the Company. The Company reserves the right to refuse cancel¬lations and reschedules if it causes a financial loss or extra expense to the Company.

8) Limited Warranty and Liability: All products purchased from Seller must be warranted against defect in workmanship and material for not less than one year from the date of shipment.

9) Title: Title to the goods shall pass to the Company once the goods are delivered into the possession of the Company at the destination point. Seller warrants that the product and services are free of any liens, claims, or assessments.

10) Returned Goods: For all goods that the Company seeks to return to the Seller, the Company must submit a request in writing. Any restocking charge must be agreed to in writing before material is returned to the Seller. Only an officer of the Company can ap-prove a restocking charge over fifteen percent (15%).

11) Force Majeure: The standard terms and conditions as related to Force Majeure will apply to all products and services sold.

12) Disputes Resolutions: Any transaction dispute or claim relative to the products or services purchased will first be submitted to an impartial mediator selected by Seller and approved by the Company. If the matter is not resolved with the assistance of the mediator within fifteen business days after it is submitted to a mediator, either party may withdraw from mediation and pursue any other available remedy. The mediator’s expense shall be shared equally by the parties, and each party shall be responsible for any other costs or charges incurred by the party, such as attorneys’ fees, in connection with the dispute.

13) Confidentiality: Any agreed-to terms and conditions that are exceptions to the listed Terms and Conditions are to be held as Confidential by all parties. This includes pricing, payment terms, concepts, arrangements, and specially manufactured items.

14) Notification and Approval for Nonconforming Product: Supplier is to notify the Company of nonconforming product and obtain approval for nonconforming product disposition.

15) Notification of Changes: Notify the Company of changes in product and or process, changes of suppliers, changes of manufacturing facility location and where required, obtain approval and flow down to the supply chain the applicable requirements.

16) Records Retention: Record retention of 10 years is required.

17. Right of Access: Right of access by the Company, our customer and regulatory authorities to the applicable areas of all facilities, at any level of the supply chain, involved in the order and to all applicable records.

ADDITIONAL AEROSPACE SUPPLIER REQUIREMENTS

a. Certificates of Conformance/Compliance:

Certificate of conformance/compliance to specifications and the blueprints are required with each shipment. Equipment, processes, procedures and products will meet all governing specifications and/or regulatory authority requirements when applicable. Shipments against this purchase order constitute seller’s certification of conformance/compliance to all requirements imposed within this purchase order, evidence of which will be filed and is subject to review by Bearing Headquarters.

b. Personnel Qualifications:

Personnel performing the work scope in association to the product within the requirements of this purchase order shall be qualified.

c. Documentation:

The supplier is required to document and maintain the name or other positive identification, and applicable issues of specifications, drawings, process requirements, inspection instructions and other relevant technical data in accordance with requirements as flowed down and applied by Bearing Headquarters and/or the end customer if applicable.

d. Design, Test, Etc. Requirements:

Supplier is required to meet requirements for design, test, examination, inspection and related instructions for acceptance by Bearing Headquarters and/or the end customer as flowed down in the specification/requirements on this purchase order.

e. Design Approval, Inspection, Etc. Requirements:

Supplier is required to meet requirements for test specimens (e.g. production method, number, storage conditions) for design approval, inspection, investigation or auditing by Bearing Headquarters and/or the end customer if applicable.

f. Nonconforming Product:

1. Notification of Nonconforming Product:

The supplier is required to notify Bearing Headquarters in the event of any nonconformance or nonconforming condition that exists or is believed to exist in the requested product. Notification will take place by completion of Bearing Headquarters’ nonconforming product form or applicable end customer nonconforming product documentation.

2. Disposition of Nonconforming Product;

Disposition of nonconforming product will be established prior to shipment of nonconforming product to Bearing Headquarters. Approval of nonconforming product is by Bearing Headquarters and/or the end customer is applicable.

g. Process/Facility Changes:

In the event of a process/facility change relating to the ordered product occurs, Bearing Headquarters must be notified immediately (within 72 hours). The process/facility change must be evaluated for efficacy and conformance of the specified product by Bearing Headquarters and/or the end customer is applicable.

h. Right of Access:

Right of access by the purchaser, their customer and regulatory authorities to all facilities involved in the order and all applicable quality records will be limited to areas and information considered nonproprietary by the supplier.

i. Sub-tier Supplier Requirements:

As a contracted supplier of Bearing Headquarters, when required processes are deemed necessary to use sub-tier supplier, it is the legal responsibility as stated in “Chain of Custody” that the contracted supplier flow down all required work scopes, specifications and any other stated requirements to the sub-tier supplier.

j. All records as they pertain to the purchased material by Bearing Headquarters are required to be maintained in compliance with end user flow down when applicable. If no flow down is present, then all records are required to be kept indefinitely.

k. use customer-designated or approved external providers, including process sources (e.g. special processes)

l. prevent the use of counterfeit parts;

m. ensuring that persons are aware of:

  • their contribution to product or service conformity;
  • their contribution to product safety;
  • the importance of ethical behavior.