These Standard Purchase Order Master Terms and Conditions (hereinafter, “Terms and Conditions”) apply to each purchase order (hereinafter, “Purchase Order”) issued by JVC Precision, (“Buyer”), including any Purchase Order placed electronically or through a third party, to any provider of goods or services (hereinafter, “Supplier”). For the purpose of these Terms and Conditions, the term “Purchase Order” shall include any underlying agreement between Buyer and Supplier under or related to which any Buyer purchase order may be issued, as well as any appendices or attachments thereto.

1. GENERAL

Any Purchase Order issued by Buyer to Supplier is placed subject only to these Terms and Conditions. Any additional or inconsistent terms proposed by Supplier, including via Acknowledgement, Invoice, email, or by any other means, will not be binding on Buyer unless expressly agreed to in writing signed by an authorized representative of Buyer’s Purchasing Department. These Terms and Conditions shall prevail over any contrary or inconsistent terms in any invoice or acknowledgement or other writing from Supplier. Any additional or inconsistent terms however communicated by Supplier, including but not limited to terms in any acknowledgment or invoice, shall be deemed objected to by Buyer without need of further notice of Buyer’s objection.

2. PRICE

Supplier shall furnish the goods and services at the prices stated in the Purchase Order. Any change in the stated price will be effected by an amendment to that Purchase Order as issued by Buyer. If the Purchase Order is placed on an open price basis, then the price shall not be higher than Supplier’s lowest prevailing price on the date of that Purchase Order for similar goods or services in comparable quantities.

3. SUBCONTRACTS

Except for goods proprietary to Supplier, none of the work to be performed pursuant to a Purchase Order may be subcontracted without Buyer’s prior written consent. However, Supplier’s obtaining parts and materials normally purchased by Supplier shall not be construed as a subcontract.

4. PACKAGING AND SHIPPING

Supplier will pack all goods for shipment to Buyer so as to secure safe delivery and ship at the lowest transportation rates to minimize costs unless otherwise stated in the Purchase Order. No charge will be allowed for packing, crating or carriage unless stated in the Purchase Order. Each container must be marked to show Buyer’s order number, and a packing slip showing order number, Buyer’s part number, and full product description of each item, must be included in each package single unit unless other instructions are provided by Buyer.

5. INVOICES

Individual invoices referencing Buyer’s order number, Buyer’s part number, and full product description of each item, must be issued for each shipment applying against a Purchase Order. Freight and other changes must be shown if discount is not allowed on the full amount of invoice. Buyer shall pay undisputed and properly issued invoices sixty (60) days from the date of invoice, unless otherwise agreed in writing.

6. DELIVERY

The time of delivery stated in the Purchase Order is of the essence for all Purchase Orders. The time specified is for delivery at Buyer’s plant unless otherwise stated in the Purchase Order. Delivery shall not be deemed complete until receipt, inspection and acceptance by Buyer, notwithstanding delivery to any carrier. If deliveries fail to meet the schedules specified in the Purchase Order, Buyer may require Supplier to make express shipments, partial shipments, or both, and Supplier will assume all excess shipping charges. Parts fabricated beyond Buyer’s requirements are at Suppliers risk and expense. Invoices for goods shipped ahead of schedule will not be paid until their normal maturity after the date specified for delivery.

7. INSPECTION AND ACCEPTANCE

All goods and services will be subject to final inspection and acceptance by Buyer, notwithstanding prior payment, which shall not constitute acceptance.  Buyer may reject and return (for full credit, or for full refund if already paid for) at Supplier’s expense any item which does not conform to Buyer’s Purchase Order, or which is otherwise defective or not in compliance with any or all of Supplier’s warranties (express or implied). After notification to Supplier that goods are nonconforming, or are rejected, or regarding which acceptance has been revoked by Buyer, all risk of loss with respect to such goods shall be Supplier’s.

8. CHANGES

(a) By written Change Order, Buyer may at any time make changes in one or more of the following elements: designs, drawing, or specifications; method of shipment or packing; place or time of delivery; or quantities to be furnished.  Any acceleration in the delivery rate requires Supplier’s advance consent. If such changes cause an increase or decrease in the cost of, or the time required for furnishing, the work or products, which are, at the time of changes, the subject of a substantially completed Purchase Order as determined by Buyer, an equitable adjustment shall be made in the Purchase Order price, delivery schedule, or both. In addition, see 9(b) below. However, if the price or schedule adjustment is not included in a written Change Order issued by Buyer, no increase in price or delay in delivery will be allowed unless Supplier asserts such a claim in writing within 5 days from the date of the Change Order, to be followed as soon as practicable with a specification of the claim and supporting data. This Section shall not excuse Supplier from proceeding without delay in performing a Purchase

9. TERMINATION

(a) For cause: Buyer reserves the right to terminate a Purchase Order, or any part thereof, and to cancel all of or part of the undelivered portion of a Purchase Order, by written notice to Supplier, if Supplier (i) fails to deliver the goods or services by the time specified in the Purchase Order; (ii) fails to deliver goods or services that meet the required specifications, or otherwise materially breaches any of the terms of the Purchase Order, including the warranties; (iii) fails to make progress in the work such that Buyer deems itself insecure as to Supplier’s performance, and so notifies Supplier (see 9(b) above); (iv) becomes insolvent; (v) files a voluntary petition in bankruptcy; (vi) becomes the subject of an involuntary petition to have Supplier declared bankrupt, unless the petition is vacated within thirty days after filing; or (vii) executes any assignment for the benefit of creditors. Buyer shall have no obligations to Supplier in respect of any Purchase Order which has been cancelled by Buyer in accordance with this Section, and Buyer’s liability shall be limited to payment for the delivered portion of the Purchase Order (but only with respect to conforming and non-defective goods or services) at the rate specified on the face thereof (reflecting quantity prices as though the Purchase Order had gone to full completion). If as a result of any of the foregoing Buyer terminates a Purchase Order in whole or in part and Buyer procures any substitute goods or services elsewhere, then Supplier will be liable to Buyer for any re-procurement charges, including incidental and consequential damages, which exceed the amount which would have been due if Supplier had satisfactorily completed the Purchase Order. These remedies shall be cumulative and additional to any other remedies available to Buyer.

(b) For convenience: Buyer may, for its convenience, terminate work under the Purchase Order in whole or in part at any time by giving notice to Supplier in writing. Supplier will thereupon immediately stop work on the Purchase Order referenced or the terminated portion thereof and notify any subcontractors to do likewise. Supplier will be entitled to: (i) reimbursement for its actual costs incurred up to and including the date of termination, such costs to be determined in accordance with recognized accounting principles, and (ii) a reasonable profit on the work done prior to termination at a rate not exceeding the rate used establishing the original purchase price; provided, however, if it appears Supplier would have sustained a loss on the Order, no profit shall be allowed and reimbursement of costs shall be adjusted to reflect the indicated rate of loss. In no event shall Buyer’s obligations as a consequence of the termination exceed the Purchase Order Price of the items terminated. At its election, Buyer shall have the right to direct the disposition of work-in-process, parts and materials included in Supplier’s reimbursed costs; Supplier will comply with and be reimbursed for reasonable expenses incurred in effecting Buyer’s directions. Prior to settlement of Supplier’s termination claim, Supplier shall make available for inspection (i) all inventory included in the claim, and (ii) all directly pertinent books, records and documents relating to claimed costs.

(c) If a Purchase Order is totally or partially terminated by a “for cause” notice and it is determined that Supplier’s failure is an excusable failure or delay as defined below, then such notice shall be deemed to have been issued “for convenience” and the rights of the parties shall be governed by paragraph (b) above.

10. GENERAL INDEMNIFICATION/INSURANCE

(a) Supplier shall protect, defend, indemnify, and hold harmless Buyer from and against any claims, suits, losses, costs, expenses, damages, or liability, including without limitation for Buyer’s reasonable attorneys’ fees, court costs and associated legal expenses, incurred on account of, or arising from or occurring in connection with the goods and services purchased from Supplier or Supplier’s negligence, willful misconduct or breach of these Terms and Conditions or from any and all allegations or claims of bodily injury, death, or property damage resulting from (i) any act or omission of Supplier (including its agents, employees and subcontractors) in the course of performing the Purchase Order, supplying Products, or in relation to any other agreement with Buyer or; (ii) any Supplier Product or service, or (iii) the handling, display, sale, use, consumption or distribution by Buyer or Buyer’s customers of Supplier’s Products or service (including, without limitation, any express or implied warranties made by Supplier).

(b) Supplier shall keep in full force and effect at all times, a public liability insurance policy or policies with coverage for both Products and completed operations, containing blanket and broad form contractual and general liability coverage insuring the above obligations under14(a) and insuring all written contracts of Supplier, and naming Buyer as an Additional Insured, which such insurance shall be primary over any other insurance which Buyer may have, and shall be written by an insurance carrier acceptable to Buyer in aggregate amounts required by Buyer which shall not be less than $2 million per occurrence, combined single limit, for bodily injury and property damage, and Supplier will deliver to Buyer a completed certificate of insurance on standard Acord forms approved by Buyer and signed by an authorized representative of Supplier’s insurance carrier(s) certifying that such insurance coverage has been issued, is in full force, naming Buyer as an Additional Insured, and that if such insurance is cancelled or changed so as to affect the coverage, at least thirty (30) days prior written notice of such cancellation or change will be sent to Buyer. 

11. WARRANTIES

Supplier expressly warrants to Buyer (and its assigns), cumulatively, that all goods furnished under a purchase Order will, at the very least: (i) be free from defects in materials and workmanship, (ii) conform to applicable specifications and drawings signed off on by Buyer, and also to any samples or other descriptions including test results provided to Buyer by Supplier, (iii) be free from defects in design except to the degree such goods are manufactured to Buyer’s sole models design specification, (iv) be suitable for Buyer’s intended purpose, (v) be of merchantable quality, and (vi) be free of defects in title. Supplier further warrants that all services performed under a Purchase Order will be free from defects of workmanship. Supplier shall at its sole cost and expense, and at Buyer’s sole option, repair, replace, or refund the purchase price of any Products sold to Buyer with respect to which any of these warranties is breached. These warranties and remedies shall be cumulative and non-exclusive and shall remain in effect for a period of time consistent with the warranty life normally offered by Supplier, but in no event shall same be for a period of less than three (3) years from date of claim of defect by Buyer.

12. NOTICE OF LABOR DISPUTES

Supplier shall immediately give notice to Buyer of any labor dispute which threatens to delay the timely performance of the Purchase Order.

13. COMPLIANCE WITH APPLICABLE LAW AND BUYER’S CODE OF CONDUCT

Supplier hereby certifies that all goods and services will be furnished in compliance with all applicable Federal, Provincial and local laws, including but not limited to, the Canada Labour Code, the Occupational Safety and Health Act (OSHA), the Toxic Substance Control Act, that all products are “DRC Conflict Free” and to its knowledge, the laws and regulations of any country where the products are manufactured have been complied with. Further, Supplier agrees to protect, defend, indemnify and hold harmless Buyer from and against any fines, penalties, storage fees, seizures, detentions, forfeitures and reasonable attorney’s fees that may be imposed, assessed or incurred as the result of Supplier’s or its subcontractor’s failure to comply with any laws or regulations.

14. CONFIDENTIALITY

(a) Supplier will treat as confidential all specifications, drawings, blueprints, and other technical data supplied by or on behalf of Buyer. Supplier further agrees to (i) limit use of the aforementioned data to the performance of the specific Purchase Order, and (ii) limit disclosure to those employees necessary for the performance of the Purchase Order, unless prior written consent has been granted by the Buyer to permit other use or disclosure. Supplier shall upon Buyer’s request or upon completion of the Purchase Order promptly return all data supplied by Buyer and destroy any and all copies.

15. ADVERTISING

Supplier shall not advertise a Purchase Order or any part of it without Buyer’s Approval.  Postings on social media constitutes advertising.

16. TAXES

Buyer shall not be liable for any Federal, Provincial or local taxes unless separately stated on a Purchase Order and billed as a separate item. No sales or use tax shall be added when an exemption is indicated on the face of a Purchase Order or an exemption certificate is supplied by Buyer.

17. GOVERNING LAW

A Purchase Order shall be construed in accordance with, and governed by, the substantive laws of the Province of Ontario without regard to the principles of conflict of laws thereof.

18. NON- WAIVER OF RIGHTS

The failure of Buyer to insist upon strict performance of any of these Terms and Conditions with respect to a Purchase Order or to exercise any rights or remedies shall not be construed as a waiver of Buyer’s rights.

19. ENTIRE AGREEMENT

These Terms and Conditions are intended by the parties as a final expression of their agreement, contain the entire understanding of the parties with respect to all Purchase Orders, supersede all prior agreements and understandings, oral or written, with respect to such matters and are a complete and exclusive statement of the terms thereof.

20. WAIVER AND AMENDMENT

No provision of these Terms and Conditions may be waived or amended with respect to a particular Purchase Order unless in a written instrument signed, in the case of an amendment, by Buyer and that expressly states it is amending these Terms and Conditions, or, in the case of a waiver, by the party against whom a waiver of any such provision is sought provided that such waiver expressly references these Terms and Conditions.