Definitions.
Buyer is Valbruna Slater Stainless, Inc. or Valbruna Stainless, Inc. (“Valbruna”). Seller is the other party to this agreement that is selling
goods to or performing services on behalf of Valbruna (“Seller”). Terms mean this Terms and Conditions of Sale document (“Terms”). Order means
the legally binding contract resulting from a purchase order signed by Valbruna’s authorized representative (“Order”). Goods mean the materials,
products, goods and services covered by this Terms document (“Goods”).
1. Acceptance.
These Terms apply to the purchase and sale of Goods by Valbruna described in the Order. Seller shall be deemed to have accepted these Terms and
the Order upon Seller’s acknowledgement of the Order or Seller’s commencement of performance, whichever occurs first. These Terms and the Order
constitute the entire agreement. No change to the Terms or Order shall bind Valbruna unless the change is in writing, signed by Valbruna’s
authorized representative. VALBRUNA EXPRESSLY REJECTS ANY ADDITIONAL OR INCONSISTENT TERMS AND CONDITIONS, INCLUDING ANY STANDARD TERMS AND
CONDITIONS OF SELLER. Seller and Valbruna expressly agree that Valbruna may modify these Terms from time to time, with reasonable notice,
including without limitation, by posting the revised Terms on our website, and such modifications shall be binding upon Seller.
2. Sale Price and Payment.
The sales price on the face of this Order is fixed. Quotes are valid for thirty (30) days and not subject to withdrawal or change without
Valbruna’s written consent. Unless otherwise stated on the Order, all charges for packing, hauling, storage, freight, insurance, delivery,
surcharges and duties are deemed to be included in the price. Except as otherwise provided in the Order, or if Valbruna provides Seller with
a tax exemption certificate, the price includes all applicable taxes.
3. Shipping and Transportation.
Seller shall use best efforts to cause the Goods to be shipped and delivered in accordance with the terms of the Order. Seller shall use care
to pack, box, store, insure and ship Goods and perform services in compliance with Valbruna’s instructions. Title and all risk of loss shall pass
to Valbruna upon delivery to Valbruna’s facility. Claims for loss or damages must be filed by Seller with the transportation company.
4. Delivery and Risk.
Time is of the essence in Seller’s performance of this Order. Seller shall reimburse Valbruna for any loss or expenses incurred by Valbruna due to
Seller’s failure to meet delivery deadlines and/or Order terms. Seller bears all risk of loss in transit. Delivery is deemed complete when the Goods
are delivered to Valbruna’s facility, notwithstanding any arrangements to pay freight, express, post or other transportation charges.
5. Warranties of Seller.
Seller hereby represents and warrants to Valbruna that the Goods will conform to the standards and specifications of the Order along with drawings,
notes, engineering notices and technical data provided by Valbruna to Seller prior to shipment of Goods. Seller warrants that at the time of delivery
to Valbruna, Seller shall have good and marketable title to the Goods, free and clear of all pledges, liens, security interests and encumbrances.
Seller warrants that the Goods shall be free from defects of material and workmanship. Further, any warranty supplied to Seller by a third party in
connection with the Goods, shall transfer to Valbruna to the fullest extent permitted. Seller represents that each warranty shall survive delivery by
Seller and payment by Valbruna. Seller warrants that the Goods and services purchased under an Order shall comply with all applicable laws, rules and
regulations.
6. Intellectual Property.
Seller warrants that the sale or use of the Goods according to the Order will not infringe any patent, copyright or trademark or other intellectual
property right. Seller acknowledges and agrees that any and all intellectual property rights that may arise as a result of any work performed by Seller
under an Order will be considered “work for hire” and will belong to and remains Valbruna’s property.
7. Facility and Manufacturing.
Seller agrees to manufacture and store the Goods at Seller’s current facility at the address supplied to Valbruna on the Order. Seller shall not change
the location at which Goods are manufactured, processed, supplied from or stored, without at least sixty (60) days prior written notice to and approval
by Valbruna. Seller agrees to operate its facility and all equipment and machinery used, directly or indirectly, to manufacture, process or provide
services to Valbruna in accordance with: (a) current Good Manufacturing Processes, (2) in accordance with Valbruna’s standards communicated to Seller
(including without limitation Valbruna’s specifications, drawings, process requirements, engineering notes and work instructions), and (3) in accordance
with all applicable governmental and regulatory authority requirements.
8. Materials.
Seller’s raw materials shall meet the requirements set forth in Valbruna’s standards and specifications and shall be tested by Seller in accordance with
the requirements of the specifications relevant to such materials. All Seller materials shall be obtained from sources of supply approved by Valbruna in
accordance with its applicable process procedures.
9. Specification and Configuration Control.
Seller agrees to supply Valbruna all Goods in the quantities listed, in conformance with all Order requirements, including applicable Customer(s), Buyer
or other specifications, or drawings incorporated or specified in the Order. The required test and/or inspection reports and data resulting from Seller’s
compliance with applicable Order requirements and specifications shall be kept on file at Seller’s facility and made available for review by Valbruna at
any reasonable time. Seller shall not make any changes in the design of any Goods, as set forth in the specifications or drawings incorporated or
specified in the applicable Order, without Valbruna’s prior written approval. If Seller in any way adversely affects Valbruna’s ability to consistently
deliver conforming products and services to Valbruna’s customers, Valbruna may immediately terminate any current or pending orders and terminate any
further orders with Seller.
10. Valbruna Inspection and Periodic Testing.
Upon Valbruna’s or Valbruna’s customer’s request, Seller shall provide Valbruna with samples of Goods for inspection, testing and analysis. Valbruna’s
technical or quality assurance representatives shall periodically visit Seller’s facility for the purpose of ascertaining compliance with Valbruna’s
standards and specifications. Valbruna may inspect the manufacture of the Goods, storage facilities of the Goods, packaging and labeling components,
all equipment, machinery and testing laboratory and all records relating to such manufacture, storage, equipment, machinery and testing laboratory.
Observations and conclusions of the audit will be discussed and issued and corrective action shall be implemented as appropriate. If at any time Valbruna
thinks that Seller is operating in a manner not in compliance with Valbruna’s standards or specifications and could adversely affect the Goods, Valbruna
may recommend Seller cease operations until such condition is remedied. Seller shall immediately report to Valbruna any notice of inspection or
unannounced visit of Seller’s facility. Seller shall provide Valbruna a full report of the visit or inspection with copies of any letters, reports or
documents issued by any governmental authority related to the Goods.
11. Right of Access.
Valbruna, Valbruna’s customers and all regulatory authorities shall have the right of access to Seller’s facilities and to applicable documented
information related to the Goods, at any level of the supply chain.
12. Change in Process, Product or Service.
No aspect of the way in which Goods are manufactured or processed or services are provided shall be changed without the prior written consent of Valbruna,
except as may be required to comply with applicable law. If Seller needs to change the process of manufacturing the Goods, Seller shall (1) immediately
notify Valbruna of such change, (2) be responsible for ensuring that all Goods manufactured or processed and all raw materials supplied or incorporated
into Goods meet the Valbruna standards and specifications and that the Goods quality is achieved and (3) provide Valbruna with all required information
to amend any government or regulatory filings.
13. Product Safety.
Seller shall comply with all applicable laws and regulations related to product safety. Seller shall ensure that all Seller’s employees and contractors
are educated about the importance of their role in effecting product safety within Seller’s facility as well as product safety related to customer’s
receipt and use of Goods.
14. Prevention of Counterfeit Materials
Seller shall plan, implement and control processes, appropriate to the Goods, for the prevention of counterfeit or suspect counterfeit part use and their
inclusion in Goods delivered to Valbruna or Valbruna’s customers.
15. Records Retention and Disposal.
All original records, in whatever form, relating to manufacturing, processing or services of Goods shall be retained for a period of not less than the shelf
life of the Goods plus one year or as required by applicable law, whichever is greater. Upon request, Valbruna shall be provided promptly with copies of the
appropriate documents for each production lot. Further, Seller shall prepare and maintain financial records, which shall be open to inspection and subject
to audit and/or reproduction, during normal business hours, by Valbruna or its authorized representatives for evaluation and verification of any invoices,
payment or claims submitted by Seller or any of its payees, required by governmental authorities, or desirable for any other valid business purpose. Seller
shall preserve financial records and Valbruna shall have access to financial records, for a period of five years after the parties no longer do business, or
for such longer period as may be required by law. Disposal of records must be handled in a properly secured and timely manner.
16. Traceability and Recall.
Seller shall maintain an effective system for the recall of Goods in accordance with all relevant regulatory requirements. Seller shall not recall any Goods
manufactured or processed for Valbruna or supplied to Valbruna without the prior written consent of Valbruna, unless requested by the appropriate governmental
authority.
17. Indemnity.
To the extent permitted by applicable law, Seller shall indemnify, defend and hold harmless Valbruna and its related parties, affiliates, employees and any
persons selling or using Valbruna’s products from any and all losses, damages, claims, liabilities, actions, proceedings, penalties, costs, expenses (including
reasonable attorney’s fees) and all other amounts arising out of or resulting from any breach by Seller of any representation or warranty, any damage or injury
to persons or property connected with use of Goods or performance of services, and any negligence or misconduct on Seller’s part in connection with the Order
or Goods.
18. Inspection; Errors and Shortages.
Seller hereby grants Valbruna the right to inspect and approve of Goods purchased. Valbruna may inspect Goods at Seller’s facility, in transit, or at Valbruna’s
facility. Valbruna reserves the right to reject defective and/or non-conforming Goods within a reasonable time following delivery. If Valbruna determines, in
Valbruna’s discretion, that the Goods are defective or non-conforming, in whole or in part, Valbruna may reject or return those Goods at Seller’s expense. Seller
shall promptly, at Seller’s expense and at Valbruna’s election, repair or replace such rejected Goods or refund Valbruna’s payment. The remedies in this paragraph
are cumulative and in addition to other remedies in law or equity. Seller shall bear the cost and responsibility of providing Valbruna substitute Goods and
related expenses.
19. Changes in Specifications or Schedules.
Valbruna reserves the right to make changes to the Order with written notice to Seller. An equitable adjustment shall be agreed between the parties should any
change cause an increase or decrease in the cost or time required for the Order.
20. Controlling Law and Venue.
All questions, disputes or matters relating or arising out of the Terms, Order or Goods shall be governed by and construed and interpreted under the laws of the
State of Indiana, without regard to conflicts of law principles. Any proceeding, claim or cause of action relating to the Goods, Terms or Order shall be brought
in the venue of the State of Indiana, County of Allen, or, in the United States District Court for the Northern District of Indiana. Process may be served on any
party anywhere in the world. These Terms, the Order and all related documents are drawn in the English language at the express wish of the parties. Ce document,
le contrat et tous documents qui s’y rattachent ont été rédigés en anglais á la volonté expresse des parties.
21. Ethical Business Clause
Valbruna operates within the Valbruna Code of Ethics. Seller agrees that in connection with the Goods, Terms and Orders that Seller, and anyone acting on Seller’s
behalf, shall be made aware of the compliance requirements under Valbruna’s Code of Ethics and that Seller and its employees, subcontractors and agents shall abide
by this Code of Ethics, including monitoring and ensuring such compliance of Seller’s employees.
22. General.
No assignment of the Order or any interest therein shall be made by Seller without prior written consent of Valbruna. Any attempted or purported assignment without
Valbruna’s prior written consent shall be null and void. The obligations, rights, terms and conditions of these Terms and the Order shall be binding on the parties
and their respective successors and assigns. The waiver of any provision of the Terms or Order or of any breach or default shall not be deemed a waiver of any other
provision, breach or default. No provision of Terms or Order shall be deemed waived by a course of conduct or course of performance unless such waiver is in writing
signed by both parties and stating specifically that it was intended to modify the Order. Any provisions of these Terms or of the Order that are determined to be
invalid or unenforceable shall be ineffective without rendering invalid or unenforceable the remaining provisions.
23. Export Regulations Requirements.
The Goods purchased by Valbruna may be further shipped to Canada, Mexico or resold or incorporated into Valbruna’s products to be shipped to a destination outside
of the Unites States. Seller shall supply Valbruna with certifications and countries of origin information for all Goods furnished to Valbruna and promptly notify
Valbruna of any changes. Seller warrants that all certifications and country of origin information for all Goods furnished to Valbruna shall be accurate and complete
in all respects. Such information shall be supplied in such form and manner as Valbruna may reasonably request. Valbruna is a United States company selling
U.S.-origin goods. Consequently, Goods involved are subject to U.S. economic sanctions laws, regulations, and executive orders enforced by the U.S. Treasury
Department’s Office of Foreign Assets Control (OFAC). Valbruna is participating in this transaction with the good faith understanding that both the supply of Goods
by Seller and purchase of Goods and resale or incorporation of Goods into Valbruna products are compliant with all applicable sanctions on specified destinations,
parties, and activities.