6615 Taylor Rd.

P.O. Box 639

Blacklick, OH 43004

P: 614-866-9200

F: 614-866-7772



1. AGREEMENT. This document ls an offer by CP Technologies Company located at 6615 Taylor Rd., Blacklick, OH 43004 USA (Supplier) to sell the products and/or services described herein and is expressly conditioned upon Customer's assent to these terms and conditions. No additional or different terms or conditions will apply to this sale or be binding upon Supplier.   Supplier objects to any terms or conditions which are in addition to or different from these terms and conditions. By accepting this Offer, Customer agrees to and accepts all these terms and conditions; any additional or different terms or conditions contained in any document sent by Customer to Supplier shall be of no effect. By acceptance of any goods or services produced hereunder, Customer specifically waives any additional or different terms or conditions. Acceptance hereof shall occur when Customer (i) In writing. by facsimile transmittal (FAX), or otherwise orders any of the products. or authorizes Supplier to perform any of the work, shown on the face hereof, or (ii) receives any product from Supplier, whichever occurs first. This document constitutes the entire agreement between Supplier and Customer. It shall be governed by and be construed according to its terms and the Internal laws of the state of Ohio. Ohio courts shall be the only forum for any disputes arising hereunder. Supplier and Customer consent and submit to the exercise of personal jurisdiction by the courts located in the state of Ohio. Any provision hereof prohibited or unenforceable under applicable law shall be ineffective only to such extent and without invalidating the remaining provisions of this document. No order may be canceled or altered by Customer except upon Supplier prior written consent.


2. DELIVERY, CLAIMS. AND DELAYS. All products are sold E.X.W. Supplier's facility in Blacklick, OH and Customer shall bear all risk of loss or damage in transit.  Supplier may deliver products in installments with each installment to be separately invoiced and paid for when due. Delay in delivery of any installment shall not relieve Customer of its obligation to accept and pay for any other delivery. Any delivery not in dispute shall be paid for regardless of any controversies relating to other products. Claims for shortages or other errors in delivery must be made in writing to Supplier within thirty days (30) from date of invoice. Failure to give such notice shall constitute Customer's unqualified acceptance of delivery and waiver of any such claims. All products furnished by Supplier shall be subject to commercial variations. A variation of ten percent (10%) or less in the quantity ordered by Customer shall constitute acceptable delivery and shall result in a corresponding percentage price increase or decrease. Supplier shall not be liable for any damage resulting from any cause beyond Supplier's control, including. without limitation, an act of God, act of the Customer, embargo or other government act, regulation or request, fire, accident, strike, slowdown, war, riot, delay in transportation, inability to obtain necessary labor, materials, or manufacturing facilities.


3. RIGHT TO CHANGES. Supplier may at any time make such changes In its products or services as shall, in Supplier's judgment. constitute an improvement. Supplier may furnish suitable substitutes for materials unobtainable because of good or reasonable cause. Supplier has the right to cancel and declare null and void any agreements arising from the work described on the face hereof without liability to the Customer other than refunding, to Customer any payment for goods tendered prior to cancellations. Supplier shall reasonably notify Customer of any such cancellation and the reasons therefor. Any changes in drawings, materials, design specifications, or masters which affect cost will entitle Supplier to establish new prices, and if work has been staged, Supplier shall be properly reimbursed for work already performed regardless of whether products or services are accepted by Customer. Supplier similarly reserves the right to establish new prices if changes involve an increase or decrease in the quantities due or in the time required for performance under the order. In the event that Supplier shall be required by any governmental authority, including government agency, regulatory body, law, rule, regulation, or order. to implement technologies for the protection of the environment, which technologies are not In place as of the date on the face hereof at the Supplier facility selected by Supplier for production, or to change operations as a result of the environmental impact of the production techniques required to complete Customer's order. Supplier shall be entitled to pass to Customer the increased cost to Supplier of the required technology and the same shall be deemed added to the prices quoted herein and order(s) submitted. Customer has the right to cancel a design program at any time by written notice to Supplier. The Customer remains obligated to pay for work performed plus appropriate cancellation charges. In the event Customer cancels a production order, Supplier shall at a minimum be entitled to be paid a raw materials fee equal to twenty percent (20%) of the gross price of Customer's total order, together with such other incidental and consequential damages and loss of profits as may result from the cancellation.



 4. PAYMENT. The price of products on order but unshipped will be adjusted to the price in effect at the time of shipment.

Quantity prices shall be based on the released amount of each part for each scheduled shipment. Invoices are due and payable within thirty days (30) net of date of invoice (''Due date"). Any amount not paid by Due Date shall be subject to a

finance charge of 1.5% per month until paid. Customer agrees to pay all Supplier reasonable attorney fees,

collection fees, and costs arising out of any breach by Customer of this or any subsequent agreement. Advance payments do not give interest. Supplier shall not be obligated to perform upon any order until Supplier receives any agreed upon advance payment.


5. TOOLING, MOLDS, AND FIXTURES; SECURITY INTEREST. Tooling prices quoted on the face hereof include molded samples for dimensional approval only. Production samples, prototypes, and pilot runs are subject to separate quotation and negotiation. If, without Supplier's prior written consent, Customer removes from Supplier's possession any tools constructed by Supplier  for use in the manufacture of any products specified on the face hereof, then Customer shall pay Supplier at time of removal an additional tooling fee equal to thirty percent (30%) of all tooling prices quoted on the face hereof.To secure Customer's obligations to Supplier, Customer hereby grants to Supplier a security interest In all tools, dies, models, prototypes, gages, fixtures, and other equipment constructed by Supplier for Customer or furnished to Supplier by Customer (collectively the ''Equipment'') which is or may hereafter be In Supplier's possession. If amounts remain outstanding to Supplier, or if  Supplier is performing services or manufacturing products for Customer and Supplier has not been paid in full therefore (whether or not payment is then due and owing), Supplier may lawfully retain possession of the Equipment and possession shall constitute perfection of this security interest. Supplier shall have all the rights and remedies provided by law, including those of a secured creditor under Ohio Statutes.For all Equipment in Supplier's possession, it is with the understanding that risk of loss or damage to such Equipment remains with the Customer. Supplier will take all reasonable precautions to protect Equipment from loss or destruction while in Supplier's possession, but Supplier shall not be liable for any loss, damage, or wear and tear that may occur while the Equipment is in Supplier's possession and Supplier does not undertake to cover any such property by any insurance. Any Equipment InSupplier's possession may be disposed of, and Supplier shall be entitled to dispose of the same if no order activity occurs for three years (36 consecutive months). Within this three year period, Customer may request in writing that Supplier ship the Equipment to Customer. Supplier will honor such written request and will ship the Equipment to Customer at Customer's expense E.X.W. Supplier's facility in Blacklick, OH. The Equipment shall be delivered "as is'' and without any warranty as to its condition. Prior to disposal, CPTechnologies will make a reasonable effort to contact Customer to determine the disposition of inactive Equipment. Supplier shall not be obligated to retain any Equipment beyond its normal productive life, as determined by Supplier. Further, Supplier shall have no obligation or responsibility to retain any Equipment after the production of its guaranteed number of parts or for a period longer than three years (36 consecutive months) following completion of the most recent Customer order, whichever occurs first.


6. TAXES AND OTHER CHARGES. Any tax, fee, or charge of any nature whatsoever imposed by any governmental authority shall be paid by Customer in addition to the prices quoted or invoiced.


7. SPECIAL FIXTURES. All special inspection jigs and fixtures shall be furnished by Customer.


8. LIMITED WARRANTY. Supplier warrants that products actually manufactured by Supplier for Customers shall be built in a workmanlike manner of sound material. Any such product which proves defective in material or workmanship within three months (3) after shipment shall be repaired or replaced at Supplier's option. but Supplier's liability shall not exceed the price paid to Supplier by Customer for the product. This remedy shall be Customer's exclusive remedy for breach of CPTechnologies''s warranty. Customer shall give Supplier written notice of any alleged defect within ten day (10) after discovery by Customer. Upon request, Customer shall return the allegedly defective item(s). E.X.W.  Supplier's facility, transportation charges prepaid. No warranty hereunder shall be assignable or transferable by Customer, or shall Inure to any third party.




9. APPROVAL, PATENTS, COPYRIGHTS. Customer shall review and approve all plans, drawings, sketches, renderings, diagrams, specifications, models and prototypes prepared for Customer by Supplier (collectively "Design Work"). Such approval shall constitute Customer's warranty and representation to Supplier that no Design Work or product produced by Supplier for Customer Infringes upon any patent, copyright, or trade secret. Customer acknowledges that Supplier is relying upon Customer's representations herein and that Supplier has not made and is not obligated to make any independent inquiry or investigation. Supplier neither warrants nor represents that anyproducts or services furnished hereunder may be patentable or copyrightable.


10. INDEMNITY. Customer shall, at no expense to Supplier, indemnify, defend, and hold Supplier harmless against any and all losses, damages, and expenses (including punitive damages, multiple damages, attorney fees. and other costs of defending any action) that Supplier may incur as a result of any claim made against Supplier by any person, including, without limitation, Customer, its successors, assigns and customers, actually or allegedly arising in any way out of any of the products or services furnished hereunder by Supplier or out of any products manufactured or sold by Customer, including, without limitation, any claim which in whole or in part, actually or allegedly arises out of (a) Supplier's negligent or other wrongful act or omission,(b) danger or defect in any product or service sold by Supplier to Customer, or (c) infringement by Supplier of any patent, copyright. or trade secret relating to any Design Work or to any products made by Supplier for Customer.


11. TECHNICAL INFORMATION. Any sketches, models. or samples submitted by Supplier to Customer shall remain the confidential property of Supplier unless or until Customer has paid Supplier in full for the same. Customer shall not use or disclose, or permit any other person to use or disclose, any sketches. models, or samples for which Customer has not paid Supplier in full and, in any case, shall not reveal any design or production technique revealed thereby or inferable there from.


12. NO WAIVER. No provision hereof and no breach of any provision hereof shall be deemed waived by any previous

waiver of such provision or of any breach thereof, by any previous custom, practice, or course of dealing or by Supplier's failure to object to provisions contained in any communication or order from Customer.




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