Terms & Conditions

1.   Acceptance. Ravlich Enterprises LLC, dba Neutronic Stamping and Plating is herein referred to as “Seller” and the customer purchasing products (“Products”) or services (“Services”) is herein referred to as “Purchaser.” These terms and conditions of sale (“Terms”), any Seller quotation, acknowledgment, invoice and other document or form prepared or delivered by Seller (collectively, “Seller Documents” and together with these Terms, the “Agreement”), constitute the complete terms governing the sale of Products and Services.

2.  Quotations. Written quotations presented by the Seller to the Purchaser are valid for 30 days from the date of the quotation unless otherwise set forth in the Seller’s quote. All quotations by Seller are subject to change or withdrawal without prior notice to Purchaser. Quotations are made subject to approval by Seller of Purchaser’s credit. Seller may refuse and shall have no obligation to sell or to deliver Products or Services unless and until Seller issues an order acknowledgement or upon the shipment of Products or commencement of Services by Seller.

3.  Prices. Prices are in U.S. Dollars. if a raw material, component, or service provider raises its prices, or imposes a surcharge on the Seller, or if the cost of any of the Seller’s inputs into the Products or Services increase, the Seller reserves the right to increase prices and/or surcharge the Purchaser, and the Purchaser agrees to accept such price increase or surcharge until the term of such cost increase or surcharge or until the termination of the contract to which these terms and conditions apply is reached. Time of payment is of the essence since all orders are accepted subject to Seller’s price in effect at time of shipment. If the Purchaser objects to any price increase (regardless of the amount or cause of such increase), or if the Purchaser refuses to provide a new purchase order reflecting such price increase, Seller may, at its option, stop any or all future shipments of Products regardless of whether such price increase affects such Products.

4.  Terms of Payment. Purchaser is being granted payment terms based on Seller’s credit review and update from time to time. Payment terms vary from Net 30 Days to Net 60 Days, depending on Purchaser’s credit status, with no discounts allowed. Late amounts owing by the Purchaser are subject to a 1% per month interest late fee.  The inspection rights granted to the Purchaser will not affect or alter the payment terms or the timing of Purchaser’s payment obligations. Under no circumstances will Purchaser have a right of set-off. Seller shall have the right to offset its payables against its receivables related to goods or services purchased from Seller. No discount shall be allowed on transportation charges. In the event of Purchaser’s (or any of its affiliate’s) failure to pay Seller’s (or any of its division’s, subsidiaries or affiliates) invoice(s) or of any late invoice payments by Purchaser (or any of its affiliates), Seller reserves the right to take any of the following actions:
a) any actions allowable under law.
b) withhold shipment of any Products or performance of any Services.
c) demand the return of previously shipped goods.
d) institute new payment terms; and/or (e) cancel any purchase orders.
e) If Purchaser fails to make any payment as required, Purchaser agrees to indemnify Seller for all costs and expenses, including reasonable attorneys’ fees, court costs, and associated expenses incurred by Seller. Purchaser is expressly forbidden from debiting or invoicing Seller for any sums, amounts or damages which the Seller has not expressly acknowledged as being its responsibility to pay. Any amount so debited or invoiced shall be deemed to be a failure by Purchaser to pay Seller’s invoice(s) in the amount of such debit or invoice.

5.  Credit Approval. All shipments to be made hereunder shall be subject to the approval of Seller’s credit manager. Seller may invoice Purchaser and recover for each shipment made pursuant to these Terms as a separate transaction without regard to any other order or agreement with Seller. If, in Seller’s sole judgment, the financial responsibility of Purchaser is or becomes unsatisfactory, then Seller may, at its option and without prejudice to any of its other remedies, (a) defer or decline to make any shipments hereunder except upon receipt of satisfactory security or cash payments in advance, and/or (b) terminate any or all Purchase Orders of Purchaser.

6.  Cancellation or Modification. Seller reserves the right to cancel any Purchase Orders or releases thereunder or terminate any agreement relating to purchase of Seller’s Products or Services, upon 10 days’ notice to Purchaser. Once Seller has either accepted a Purchase Order or has begun taking actions with respect to such Purchase Order, such Purchase Order cannot be canceled, terminated or modified by Purchaser in whole or in part except with Seller’s consent in writing. In such event, Purchaser will be liable for cancellation or modification charges and all costs incurred and committed for the order or in connection with the cancellation or modification, as applicable, together with a reasonable allowance for prorated expenses. If Purchaser nonetheless repudiates the contract or notifies Seller to proceed no further therewith, Seller shall have the right to deliver all finished goods and goods in process, and Buyer agrees to accept same and to pay to Seller the contract price for all finished goods plus reimbursement for Seller’s cost of unfinished goods.

7.  Inspection / Non – Conforming Shipments. Seller grants Purchaser the right to inspect Products for a period of 30 business days immediately following delivery (“Inspection Period”). Purchaser must notify Seller in writing of any Products that do not conform to the specifications applicable to their sale within the Inspection Period. Purchaser must afford Seller a reasonable opportunity to inspect such Products and cure any nonconformity. If the Purchaser fails to provide the Seller with such written notice of nonconformity within the Inspection Period, Purchaser shall be deemed to have accepted the Products. Purchaser shall not return any Product without Seller’s prior written authorization. Any return authorized by Seller must be made in accordance with Seller’s return policies then in effect and must be accompanied by a Returned Material Authorization Number (“RMA”) issued by the Seller’s Quality Department. Purchaser will be responsible for all costs and expenses associated with any returns of Products and will bear the risk of loss or damage of such Products, unless Seller agrees otherwise in writing or determines that the Products do not conform to the applicable terms of sale. The Seller, in its sole discretion may reject any return of Product not approved by the Seller in accordance with this paragraph or otherwise not returned in accordance with the Seller’s then current-return policies.

8.  Title / Risk of Loss / Delivery. All Products are shipped FOB Seller’s plant. Unless specifically otherwise provided in Seller’s invoice, the carrier, and not Seller, will bill for freight rates and other transportation charges. Such payments are solely the responsibility of the Purchaser, to be paid directly by the Purchaser to the carrier. The seller reserves the right to schedule its production and to make deliveries accordingly. In circumstances where the Purchaser specifies deliveries to be made in installments, which do not conform to such schedule and Seller elects to deliver as specified by Purchaser, Seller shall have the right to adjust the price to cover Seller’s additional costs. Title to the Products and risk of loss shall be passed to the Purchaser upon delivery in accordance with the applicable shipping term. Purchaser shall assume all risk and liability for loss, damage, or destruction, as well as the results of any use or misuse by third parties who may acquire or use the Products illicitly after the delivery to the carrier. All shipping dates are approximate and are based upon prompt receipt of all necessary information. The seller reserves the right to ship items in single or multiple shipments.

9.  Damage. Purchaser must notify Seller and the delivering carrier within fifteen (15) business days from date of receipt of Products, of any damage or shortage, and afford Seller a reasonable opportunity to inspect the Products. Any loss occasioned by damage or shrinkage in transit will be for Purchaser’s account and claims for such loss shall be made solely against the carrier.

10.  Quantities. Unless otherwise agreed in writing, any variation in quantities shipped over or under the quantities ordered not to exceed 10% shall constitute compliance with the Purchaser’s Order and the stated price per item will continue to apply. If a Purchase Order does not specify quantities, or specifies the quantities as “blanket order”, “as released”, “as scheduled”, “as directed”, “subject to Purchaser’s production releases” or another similar reference, or if a Purchase Order purports to be a “Requirements Contract” (or something similar) but Seller has not expressly agreed in writing to such requirements obligations, Seller is not obligated to ship any Products beyond the quantity contained in any firm release that has been accepted by Seller, and Seller is not obligated to accept any future orders, Purchase Orders, releases or offers. Unless otherwise agreed to in writing, any Purchase Order that purports to be a “Requirements Contract” and has been agreed to in writing by the Seller shall be deemed an exclusive contract between the Seller and Purchaser.

11.  Limited Warranty. Seller warrants that it will convey the Products free and clear of all liens, security interests and encumbrances created by, through or under Seller. Seller further warrants that for a period of 6 months from the date of delivery to the common carrier (the “Warranty Period”), under normal use and given proper installation and maintenance as determined by Seller, the Products: (a) will conform to mutually agreed upon written specifications or other descriptions; and (b) will be free from substantial defects in material and workmanship. In the event of a breach of the warranties set forth above (the “Warranties”), Seller will, at Seller’s option and as Seller’s sole liability and Purchaser’s sole remedy, repair, replace or credit Purchaser’s account for, any Product that fails to conform to the Warranties, provided that (i) during the Warranty Period Seller is promptly notified in writing upon discovery of such failure with a detailed explanation of any alleged deficiencies; (ii) Seller is given a reasonable opportunity to investigate all claims; and (iii) Seller’s examination of such Product confirms the alleged deficiencies and that the deficiencies were not caused by accident, misuse, neglect, normal wear and tear, improper installation, unauthorized alteration or repair or improper testing. No Products may be returned to the Seller until inspection and approval by Seller and receipt by Purchase of a written “Return Good Authorization” from Seller. Except as provided in Sections 7 and 11 hereof, Seller will neither accept return of Product, nor be responsible for its destruction. The Warranty against defects does not apply to: (1) consumable components or ordinary wear items; or (2) use of the Products with equipment, components or parts not specified or supplied by the Seller or contemplated under the Product documentation. Additionally, Seller warrants that (a) it will perform Services in a timely, competent and professional manner and in accordance with industry standards; and (b) the Services shall conform to any mutually agreed upon specifications or statements of work. Purchaser’s sole remedy, and Seller’s sole liability, for a breach of the foregoing warranty is for Seller, at its option, to re-perform the Services or credit Purchaser’s account for such Services.

12.  Disclaimer of Further Warranties. Except as set for above in Section 11, the Seller makes no warranty or representation of any kind, express or implied, including no warranty of merchantability or fitness for any particular purpose.

13.  Limitation of Liability and Remedies. SELLER SHALL NOT BE LIABLE, AND PURCHASER WAIVES ALL CLAIMS AGAINST SELLER, FOR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, DOWN TIME, LOST PROFITS OR COMMERCIAL LOSSES, WHETHER OR NOT BASED UPON SELLER’S NEGLIGENCE OR BREACH OF WARRANTY OR STRICT LIABILITY IN TORT OR ANY OTHER CAUSE OF ACTION. SELLER WILL NOT BE LIABLE TO PURCHASER FOR ANY LOSS, DAMAGE, OR INJURY TO PERSONS OR PROPERTY RESULTING FROM THE HANDLING, STORAGE, TRANSPORTATION, RESALE, OR USE OF ITS PRODUCTS IN MANUFACTURING PROCESSES, OR IN COMBINATION WITH OTHER SUBSTANCES, OR OTHERWISE. IN NO EVENT WILL SELLER’S LIABILITY UNDER THESE TERMS OR IN CONNECTION WITH THE SALE OF PRODUCTS OR SERVICES EXCEED THE PURCHASE PRICE OF THE SPECIFIC PRODUCTS OR SERVICES AS TO WHICH THE CLAIM IS MADE.

14.  Service Terms. The following terms and conditions apply to any on-site Services provided by Seller:
a. Services will be provided at Seller’s then current service rates.
b. Purchaser shall prepare the site for the Services. If the site is not prepared for the Services upon Seller service personnel’s arrival at the agreed upon time and date for Services, Seller may charge Purchaser for any delay and/or travel time at Seller’s regular service rates.
c. Purchaser shall provide Seller with advance notice of any rules, regulations, statutes and requirements applicable to the Services, including any required permits and licenses, that are applicable to Purchaser’s local jurisdiction.
d. Seller may refuse, without any liability, to provide Services and to allow Seller service personnel to suspend Services or vacate any site where, in Seller’s opinion, performance of Services would pose a risk to the safety of any person. In such event, Purchaser is responsible for payment of any delay and/or travel time at Seller’s regular service rates.
e. Purchaser is solely liable for all damages or injuries caused or contributed to by Purchaser that may occur on the site, except to the extent damages or injuries are directly caused by the gross negligence or willful misconduct of Seller service personnel.
f. The Purchaser must provide at least 24 hours’ notice of cancellation of any Service order. If Purchaser cancels with less than 24 hours’ notice, Purchaser is responsible for any costs incurred by Seller caused by such cancellation.

15.  Technical Data. All physical properties, statements and recommendations are either based on the tests or experience that Seller believes to be reliable, but they are not guaranteed.

16.  Product Use. Purchaser is solely responsible for determining whether any Product is fit for a particular purpose and suitable for Purchaser’s method of application. Accordingly, and due to the nature and manner of use of Seller’s Products, Seller is not responsible for the results or consequences of use, misuse or application of its Products by anyone.

17.  Tooling / Molds / Dies. Unless otherwise agreed in writing signed by Seller, all material, equipment, facilities, and special tooling, (which term includes but is not limited to tools, jigs, dies, fixtures, molds, patterns, special taps, special gauges, special test equipment, and manufacturing aids and replacements thereof), used in the manufacture of the Products shall remain the property of Seller. Any material, tooling, or equipment furnished to Seller by Purchaser will remain the personal property of Purchaser with the title to and right of possession remaining in Purchaser. If any Seller Document states that the purchase price, capital expenditure or investment amount of any tooling, equipment, dies or anything else is being amortized over some period through a piece-price adjustment, Purchaser agrees to pay Seller for any shortfall in the amortization amount should the stated quantity not materialize in the stated timeframe (in each case as specified on the applicable Seller Document).

18.  Taxes. Purchaser shall pay to Seller, in addition to the purchase price, the amount of all fees, duties, licenses, tariffs, license fees, and all sales, use, privilege, occupation, excise, or other taxes, federal, state, local or foreign, which Seller is required to pay or collect in connection with the Products or Services sold to Purchaser. Failure by the Seller to collect any such fees or taxes shall not affect Purchaser’s obligations hereunder and Purchaser shall fully defend, indemnify and hold harmless Seller with respect to such tax obligations.

19.  Ownership of Intellectual Property and Use of Trademarks and Trade Names. All drawings, know-how, designs, specifications, inventions, devices, developments, processes, copyrights, trademarks, patents and applications therefore, and other information or intellectual property disclosed or otherwise provided to Purchaser by Seller and all rights therein (collectively, “Intellectual Property”) will remain the property of Seller and will be kept confidential by Purchaser in accordance with these Terms. Purchaser shall have no claim to, nor ownership interest in, any Intellectual Property and such information, in whatever form and any copies thereof, shall be promptly returned to Seller upon written request from Seller. Purchaser acknowledges that no license or rights of any sort are granted to Purchaser hereunder in respect of any Intellectual Property, other than the limited right to use the Products or Services purchased from Seller. The sale of Products or Services by Seller to Purchaser does not include any design, development or related services associated with the Intellectual Property of the Seller. Purchaser shall not use, directly or indirectly, in whole or in part, Seller’s name, or any other trademark or trade name that is now or may hereafter be owned by Seller (collectively the “Trademarks”), as part of Purchaser’s corporate or business name, or in any way in connection with Purchaser’s business, except in a manner and to the extent authorized herein or otherwise approved by Seller in writing. Purchaser hereby acknowledges Seller’s ownership of the Trademarks, and the goodwill associated therewith. Purchaser shall not infringe upon, harm or contest the validity of any Trademarks. Purchaser shall be entitled to use the Trademarks only in connection with the promotion or sale of the Authorized Products pursuant to the terms of the Agreement. Purchaser shall reproduce the Trademarks exactly as specified by Seller. Purchaser shall not use the Trademarks in combination with any other trademarks or names. Purchaser agrees that it will not (a) register or attempt to register any Trademark or any colorable imitation thereof (including any non-English language variation thereof), or (b) use such Trademarks for any products or for any purposes other than those set forth in the Agreement. Purchaser shall not at any time during or after termination of the Agreement use in its business any other trademark that is like or in any way resembles the Trademarks to be likely to cause deception or confusion with the Trademarks. Purchaser shall provide reasonable cooperation to Seller with respect to any efforts of Seller to protect, defend or enforce its rights to the Trademarks. Should Purchaser cease being an authorized customer of Seller for any reason, Purchaser shall immediately discontinue any formerly permitted use of Seller’s name or the Trademarks.

20.  Confidential Information. All information furnished or made available by Seller to Purchaser in connection with the subject matter of these Terms or a Purchase Order shall be held in confidence by the Purchaser. Purchaser agrees not to use such information or disclose such information to others (directly or indirectly) without Seller’s prior written consent. The obligations in this paragraph will not apply to any information which (a) at the time of disclosure was or thereafter becomes, generally available to the public by publication or otherwise through no breach by the Purchaser of any obligation herein, (b) the Purchaser can show by written records was in the Purchaser’s possession prior to disclosure by Seller, or (c) is legally made available to the Purchaser by or through a third party having no direct or indirect confidentiality obligation to Seller with respect to such information.

21.  Infringement and Indemnification. Except as set forth below, Seller agrees to defend and indemnify Purchaser against any claims, costs, damages, liability and expenses resulting from actual patent, trademark or copyright infringement, misappropriation of confidential information, or violation of any other Intellectual Property right, domestic or foreign that may arise from the sale of Seller’s proprietary Product to Purchaser as such pertains to the subject matter of the Agreement (each, a “Claim”); provided, however, (a) Purchaser supplies Seller written notice of such Claim immediately after the Purchaser has notice of such Claim, (b) Purchaser cooperates with Seller in the defense and settlement of such Claim; and (c) Purchaser allows Seller the right to defend and settle such Claim at Seller’s expense If a suit or claim results in any injunction or order that would prevent Seller from supplying any part or Product falling under the Agreement, or if the result of such a suit or claim would, in the reasonable opinion of Seller, otherwise cause Seller to be unable to supply such parts or Products, Seller may do one or more of the following: (i) secure an appropriate license to permit Seller to continue supplying those parts or Products; (ii) modify the appropriate part or Product so that it becomes non-infringing; (iii) replace the appropriate part or Product with a non-infringing but practically equivalent part or Product; or (iv) if Seller cannot reasonably accomplish the actions specified in subsections (i) – (iii), then in Seller’s sole discretion, Seller may discontinue selling the part or Product without any further liability to Purchaser. Notwithstanding the foregoing, Seller shall have no liability or duty to defend and indemnify Purchaser against any Claim relating to: (1) the use of any part or Product, (2) the combination of any part or Product with any other part or product not supplied by Seller, or (3) any part or Product or process that is designed or specified by Purchaser.

22.  Force Majeure. Seller will not be responsible for failure to perform in a timely manner when its failure results from events beyond its reasonable control (an event of “Force Majeure”), including acts of God, epidemics, acts of war whether declared or undeclared, blockades, labor disputes (whether of Seller’s employees or the employees of others), raw material shortages and material increases in costs of raw materials. In the event of Force Majeure, the time for performance will extend for such time as reasonably necessary to enable the Seller to perform. Seller may, during any period of shortage due to any of the above circumstances, allocate its available supply of Products or Services among itself and its purchasers in such manner as Seller, in its judgment, deems fair and equitable.

23.  Audit. Neither Purchaser nor any Purchaser representative may examine or audit Seller’s cost accounts, books or records of any kind or any matter, or any other data that Seller, in its sole discretion, considers confidential or proprietary.

24.  Seller Employees. The Purchaser is obligated to only negotiate with authorized employees of the Seller who possess the power to make legal representations or enter into any agreements or execute any Purchaser documents affecting legal responsibilities or waiving legal rights, including those regarding the transfer of intellectual property rights or related to privacy laws. Any such representations, agreements or documents made by unauthorized employees will not be binding on the Seller or such Seller employees.

25.  Compliance. Purchaser agrees to comply with all federal, state, local and foreign rules, regulations, ordinances and laws applicable to Purchaser’s obligations hereunder and Purchaser’s use of the Products and Services, including import/export laws, labor laws and anti-corruption laws.

26.  Relationship of the Parties. Nothing in these Terms or the course of dealing of the parties may be construed to constitute the parties hereto as partners, joint venturers or as agents for one another or as authorizing either party to obligate the other in any manner.

27.  Insolvency. If either party becomes insolvent, is unable to pay its debts when due, files for or is the subject of involuntary bankruptcy, has a receiver appointed or has its assets assigned, the other party may cancel any unfulfilled obligations hereunder.

28.  Assignment; Binding Effect. No assignment of any rights or interest or delegation of any obligation of Purchaser under the Agreement or any Purchase Order may be made without Seller’s prior written consent. Any attempted assignment will be void. Seller may assign the Agreement or otherwise transfer its rights and/or obligations under the Agreement. The Agreement will inure to the benefit of and be binding upon the parties and their respective permitted successors and assigns.

29.  Integration and Modification. The Agreement constitutes the entire agreement between Seller and Purchaser with respect to the Products and Services covered by the Agreement, and supersedes any prior agreements, understandings, representations and quotations with respect thereto. No modification hereof will be of any effect unless in writing and signed by the party to be bound thereby.

30.  Waiver. In the event of any default by the Purchaser, the Seller may decline to ship Products or provide Services. No failure of Seller to insist upon strict compliance by Purchaser with these Terms or to exercise any right accruing from any default of Purchaser shall impair Seller’s rights in case Purchaser’s default continues or in case of any subsequent default by Purchaser. Waiver by Seller of any breach by Purchaser of these Terms shall not be construed as a waiver of any other existing or future breach.

31.  Limitation of Actions. Notwithstanding any contrary statute of limitations, any cause of action for any alleged breach of these Terms by the Seller shall be barred unless commenced by Purchaser within one (1) year from the accrual of such cause or action.

32.  Litigation Costs. If any litigation or arbitration is commenced between Seller and Purchaser concerning any provision of these Terms, the party prevailing in the litigation or arbitration is entitled, in addition to such other relief that is granted, to a reasonable sum as and for their attorney’s fees in such litigation or arbitration, provided that if each party prevails in part, such fees shall be allocated in such manner as the court or arbitrator shall determine to be equitable in view of the relative merits and amounts of the parties’ claims.

33.  Choice of Laws. Any dispute arising out of or related to the Agreement or the sale of any Products or Services will be governed by and construed according to the laws of the state of California.

34.  Survival. Any provisions in the Agreement which, by their nature, extend beyond the termination or expiration of any sale of Products or Services, will remain in effect until fulfilled.

35.  Severability. If any provision herein shall be held to be unlawful or unenforceable, the remaining provisions herein shall remain in full force and effect.

Neutronic Stamping & Plating Leadership Team
October 23, 2024 – Ver 1

1.       Acceptance. Ravlich enterprises LLC dba, Neutronic Stamping & Plating, affiliate or subsidiary (the “Affiliate”) identified on any purchase order, market rate of demand worksheet or release (each, an “Order”), or if no such entity is identified, the buyer hereunder is herein referred to as (“NEUTRONIC STAMPING & PLATING ”), and the company selling products (“Products”) or services (“Services”) to NEUTRONIC STAMPING & PLATING is referred to as (“Seller”). These terms and conditions of purchase (“Terms”), any Order and all documents incorporated by specific reference herein (“NEUTRONIC STAMPING & PLATING Documents,” together with these Terms, the “Agreement”), constitute the complete terms governing the purchase of Products and Services. NEUTRONIC STAMPING & PLATING HEREBY REJECTS ANY ADDITIONAL OR DIFFERENT TERMS OR CONDITIONS PROPOSED BY SELLER, WHETHER CONTAINED IN ANY FORMS, INVOICES, CORRESPONDENCE OR ON SELLER’S WEBSITE, AND ANY SUCH ADDITIONAL OR DIFFERENT TERMS WILL BE OF NO EFFECT. No site usage agreement or any other click through agreement on a website will have any binding effect on NEUTRONIC STAMPING & PLATING whether NEUTRONIC STAMPING & PLATING clicks on an “ok,” “I accept,” or any similar acknowledgment. Delivery of a purchase order acknowledgment by Seller, commencement of any work by Seller or Seller’s shipment of the Products will manifest Seller’s assent to the Agreement. Notwithstanding the foregoing, unless Seller expressly rejects an Order, Orders shall be deemed accepted seventy-two hours after Seller’s receipt thereof. Additional or different terms may be specified in the body of an NEUTRONIC STAMPING & PLATING Document or agreed to in writing by the parties. In the event of a conflict, the following order of precedence will apply: (a) terms agreed to in writing and executed by an authorized representative of NEUTRONIC STAMPING & PLATING; (b) NEUTRONIC STAMPING & PLATING Document terms; (c) these Terms.

2.       Affiliates. NEUTRONIC STAMPING & PLATING shall have no liability for purchases by its Affiliates, nor will NEUTRONIC STAMPING & PLATING be regarded as a guarantor under the Agreement for such purchases. Seller waives any right to assert liens, claims or security interests against NEUTRONIC STAMPING & PLATING or any other Affiliate for the obligations of another Affiliate. However, for the purposes of calculating volume discounts or rebates, if any, purchases made by Affiliates will count towards Neutronic Stamping & Plating aggregate purchases.

3.       Invoicing, Pricing and Payment Terms. All prices, whether quoted or set forth in an Order, will be in US Dollars and are firm and shall not be subject to change or additional charges without Neutronic Stamping & Plating prior written consent. Unless otherwise provided in the Order, such charges include all packaging and delivery of the Products to the specified delivery point, labor, supervision, materials, overhead and other costs associated with the manufacture, sale and delivery of the Products and Services, including all excise, import, export, value added, sales and use taxes and surcharges. Payment terms for all Products purchased here are under 2% 15, are net 60-day terms for payment after receipt of an undisputed invoice. All invoices for the Products and Services must be itemized and must reference the Order number, amendment or release number, Neutronic Stamping & Plating part number, Seller’s part number where applicable, quantity of pieces in the shipment, number of cartons or containers in the shipment, bill of lading number, and other information required by NEUTRONIC STAMPING & PLATING. If Seller breaches any provision of the Agreement, or if any person or entity asserts a claim or lien against NEUTRONIC STAMPING & PLATING relating to Seller’s breach, NEUTRONIC STAMPING & PLATING may withhold from any payments due or to become due to the Seller an amount sufficient to protect NEUTRONIC STAMPING & PLATING from all claims, losses, damages and expenses. Seller warrants that the prices Seller charges NEUTRONIC STAMPING & PLATING under the Agreement for the Products or Services or similar products or services are the lowest prices charged by Seller to any other customer under similar conditions. If Seller charges any other customer a lower price for such similar products or services, Seller must notify NEUTRONIC STAMPING & PLATING and apply that price retroactively and prospectively to all Products and Services ordered under the Agreement. If Seller fails to meet the lower price NEUTRONIC STAMPING & PLATING, at its option, Neutronic Stamping & Plating .com  may terminate the balance of the Order without liability. In the event of any dispute under this section, Seller shall continue to perform its obligations under the Agreement.

4.       Forecasts, Safety Stock and Product Shortages. Any forecast provided by NEUTRONIC STAMPING & PLATING is non-binding and not a commitment by NEUTRONIC STAMPING & PLATING to purchase such quantities of the Products. Seller shall promptly notify NEUTRONIC STAMPING & PLATING of any potential Product shortages or any pending disputes, litigation or any other circumstance which may jeopardize Seller’s or any sub-tier seller’s ability to perform under the Agreement. In the event of a potential Product shortage, Seller will prioritize NEUTRONIC STAMPING & PLATING and allocate the available inventory in a manner which ensures that Neutronic Stamping & Plating demands are met in accordance with the specified shipping terms. Time and delivery are of the essence in the Agreement. To reduce lead times and to ensure timely delivery of Products, Seller will, upon Neutronic Stamping & Plating request therefor, manufacture and maintain Products at such safety stock levels as may be set by NEUTRONIC STAMPING & PLATING from time to time to serve as a reserve for shipment. Unless and until such reserve Products are purchased by NEUTRONIC STAMPING & PLATING from Seller, they shall remain the property of Seller and shall be held by Seller at its sole risk and expense.

5.       Quantity. Unless the Order requires Seller to manufacture, ship, or provide a specified quantity of Products, the Order is a requirements contract under which Seller is required to supply 100% of Neutronic Stamping & Plating requirements of the Products at Neutronic Stamping & Plating Receiving Location(s). Neutronic Stamping & Plating requirements will be communicated via a release, a non-binding forecast, a Kanban signal or other mechanism as determined by the local facility. These requirements may be subject to change. NEUTRONIC STAMPING & PLATING may return shipments of excess quantities to Seller at Seller’s expense, seller shall not have a variance that exceeds +/-10% of the purchase order quantity.

6.       Cancellation or Modification. NEUTRONIC STAMPING & PLATING may cancel an Order, in whole or in part, by providing Seller written or electronic notice of cancellation: (a) with respect to Products that have not been produced to Neutronic Stamping & Plating  proprietary specifications, at any time prior to Seller’s shipment of such Products without further obligation or liability to Seller; (b) with respect to custom designed Products, at any time prior to Seller’s shipment of such Products, provided that NEUTRONIC STAMPING & PLATING will have the option to purchase completed Products in the possession of Seller at the Agreement price and work-in-process (excluding any anticipated profit), up to the amount of firm releases; or (c) with respect to Services, at any time prior to completion and NEUTRONIC STAMPING & PLATING will only be liable either (i) for the Services actually performed up to the date of termination or (ii) if payment of fees is dependent upon delivery of deliverables, for the conforming deliverables actually delivered up to the date of termination. NEUTRONIC STAMPING & PLATING may make changes in specifications, materials, packaging, method of transportation and time and place of delivery at any time by notifying Seller. The seller must give NEUTRONIC STAMPING & PLATING prompt notice if the changes affect the price or delivery schedule. If NEUTRONIC STAMPING & PLATING proceeds with the changes, the parties will negotiate an adjustment to the price or delivery schedule consistent with the Agreement. The seller will make no changes to the Product, including the specifications, design, materials, manufacturing location, or processes, without Neutronic Stamping & Plating prior written consent. Seller cannot cancel, terminate or modify any Order, in whole or in part, except with Neutronic Stamping & Plating consent in writing. Unless the Order expressly states otherwise, the Order is binding on the parties for the length of the applicable customer program production life (including model refreshes as determined by the applicable customer), and both NEUTRONIC STAMPING & PLATING and Seller acknowledge the risk of such program production life being cancelled or extended by such customer.

7.       Delivery. Applicable Incoterms (International Commercial Terms) will apply to all shipments and, unless otherwise indicated on the Order, all Products shall be delivered FCA Neutronic Stamping & Plating designated delivery point. Seller shall use the carrier designated by NEUTRONIC STAMPING & PLATING and ship and mark the packaging in accordance with Neutronic Stamping & Plating or the carrier’s instructions. Title and risk of loss for the Products shall transfer to NEUTRONIC STAMPING & PLATING upon delivery and acceptance of the Products at the named place of delivery in accordance with the applicable Order. If, in order to comply with Neutronic Stamping & Plating required delivery date, it becomes necessary for Seller to ship by a more expensive way than specified in an Order, any increased transportation costs shall be paid for by Seller, unless the necessity for such rerouting or expedited handling was caused solely by NEUTRONIC STAMPING & PLATING. If delivery of Products is not or will not be completed by the date indicated on the Order, NEUTRONIC STAMPING & PLATING may cancel the Order by notice effective when received by Seller, purchase substitute Products elsewhere, and charge Seller for any loss incurred.

100% on-time delivery is required. If Seller fails to deliver the Products by the delivery date, the purchase price will be reduced by an amount equal to 1% of the original price for each business day that the failure continues or, in Neutronic Stamping & Plating sole discretion, any late fees or additional cost incurred by NEUTRONIC STAMPING & PLATING may be offset against any amounts owed to Seller. NEUTRONIC STAMPING & PLATING is not obliged to accept early deliveries, late deliveries, partial deliveries or excess deliveries.

8.       Packaging; Marking; Shipping. Seller will: (a) properly pack, mark, and ship Products according to the requirements of NEUTRONIC STAMPING & PLATING , the involved carriers and the country of destination; (b) route the shipments according to Neutronic Stamping & Plating  instructions; (c) label or tag each package according to Neutronic Stamping & Plating  instructions and any applicable government or regulatory requirement; (d) provide paperwork with each shipment showing the Order number, amendment or release number, Neutronic Stamping & Plating  part number, Seller’s part number (where applicable), number of pieces in the shipment, number of containers in the shipment, Seller’s name and number, and the bill of lading number; and (e) promptly forward the original bill of lading or other shipment receipt for each shipment according to Neutronic Stamping & Plating  instructions and carrier requirements including applicable quality inspection reports. Seller will provide all special handling instructions that are needed to advise carriers, NEUTRONIC STAMPING & PLATING, and their employees how to take appropriate measures while handling, transporting, processing, using or disposing of the Supplies, containers, and packing.

9.   Inspection / Non – Conforming Shipment or Services. NEUTRONIC STAMPING & PLATING may inspect or test a sample or 100% of Products (at Neutronic Stamping & Plating option) during manufacture, prior to shipment or after delivery and may reject all or any portion of a shipment if NEUTRONIC STAMPING & PLATING determines a Product to be defective or nonconforming. Further, Seller shall bear any inspection or testing costs incurred by NEUTRONIC STAMPING & PLATING if such inspection or testing finds that a delivered Product is defective or nonconforming. If inspections or tests are made on Seller’s premises, Seller will, without additional charge, provide reasonable facilities and assistance for the safety and convenience of Neutronic Stamping & Plating inspectors and 3rd party representatives. Notwithstanding any prior inspection or testing, payment or passage of title, all Products and Services are subject to final inspection and acceptance at the destination of the Products and Services. Payment for Products or Services delivered hereunder, or acceptance of delivery will not constitute acceptance by NEUTRONIC STAMPING & PLATING of such Products or Services. Products or Services rejected or supplied more than quantities called for under an Order may be returned to Seller at Seller’s expense. NEUTRONIC STAMPING & PLATING will not be required to make any payment for such Products.

10.   Warranty. Seller warrants that all Products shall: (a) conform to all NEUTRONIC STAMPING & PLATING specifications; (b) conform to any NEUTRONIC STAMPING & PLATING sample(s) or NEUTRONIC STAMPING & PLATING model; (c) be free from defects in design, workmanship and materials; (d) be new and free from liens or encumbrances; (e) be adequately packaged, marked, and labeled in accordance with Neutronic Stamping & Plating  requirements and all applicable laws; (f) be merchantable and fit for the intended purpose; (g) not infringe on the Intellectual Property (as defined below) of any third party (h) not contain any materials or substances prohibited by applicable law or by any national or international regulations applicable to Seller or NEUTRONIC STAMPING & PLATING . Inspection, testing, acceptance or use of the Products will not affect Seller’s obligations under this warranty. Seller’s warranty will run to NEUTRONIC STAMPING & PLATING, its successors, assigns and customers and users of the Products. With respect to Services, Seller warrants that (a) it will perform Services in a timely, competent and professional manner and in accordance with industry standards; (b) its employees and agents providing Services will have the proper skill, training and background so as to be able to perform the Services in a competent and professional manner, and where applicable, shall be certified, licensed or otherwise authorized as necessary to perform the Services; and (c) the Services and any deliverables shall conform to any applicable specifications or statement of work.

11.   Remedies. If the Products do not comply with the Product warranty (such Products referred to as “Nonconforming Products”), Seller shall, at Neutronic Stamping & Plating sole discretion, promptly repair or replace any Nonconforming Products free of charge, or grant NEUTRONIC STAMPING & PLATING a credit or full refund in an amount equal to the purchase price of the Products. Seller is responsible for all costs incurred by NEUTRONIC STAMPING & PLATING in connection with the nonconformity, including costs associated with the unpacking, sorting, examining, repacking, relabeling, retesting, reworking and reshipping. Seller shall pay for all recall costs arising out of or in connection with the Nonconforming Products. If Seller is unable to remedy such nonconformity within Neutronic Stamping & Plating required time frame, NEUTRONIC STAMPING & PLATING or the third party of Neutronic Stamping & Plating  choice may take steps to remedy the nonconformity, and in such case, Seller shall reimburse NEUTRONIC STAMPING & PLATING for any costs incurred by NEUTRONIC STAMPING & PLATING .

Seller acknowledges and agrees that money damages will not be a sufficient remedy for any actual or threatened breach of the Agreement by Seller and that, in addition to all other rights and remedies that NEUTRONIC STAMPING & PLATING may have, NEUTRONIC STAMPING & PLATING will be entitled to specific performance and temporary, preliminary and permanent injunctive relief in connection with any action to enforce the Agreement. Additionally, if Seller fails to perform any of its obligations under the Agreement, NEUTRONIC STAMPING & PLATING and its agents may (but shall not be obligated to), without limiting or affecting any of its other rights and perform such obligations without waiving or releasing Seller from such obligations. Where applicable, NEUTRONIC STAMPING & PLATING and its agents shall be entitled to enter upon Seller’s premises to perform, and/or to remove any NEUTRONIC STAMPING & PLATING Tooling (as defined below) and all materials and equipment necessary to perform such obligations. All costs, damages and expenses incurred directly or indirectly by NEUTRONIC STAMPING & PLATING in connection with the foregoing, including legal and other professional fees and Neutronic Stamping & Plating  administrative time, labor and materials, shall be paid by Seller to NEUTRONIC STAMPING & PLATING on demand or, at Neutronic Stamping & Plating  sole option, may be set off against and deducted from any amounts then owing by NEUTRONIC STAMPING & PLATING to Seller.

12.   Limitations of Liability. NEUTRONIC STAMPING & PLATING WILL NOT BE LIABLE, AND SELLER WAIVES ALL CLAIMS AGAINST NEUTRONIC STAMPING & PLATING, FOR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, DOWN TIME, LOST PROFITS OR COMMERCIAL LOSSES, WHETHER BASED UPON NEUTRONIC STAMPING & PLATING NEGLIGENCE, BREACH OF WARRANTY, STRICT LIABILITY IN TORT AND/OR ANY OTHER CAUSE OF ACTION. NEUTRONIC STAMPING & PLATING LIABILITY IN CONNECTION WITH THE AGREEMENT OR THE PURCHASE OF PRODUCTS OR SERVICES SHALL NOT EXCEED THE PURCHASE PRICE OF THE PRODUCTS OR SERVICES FOR WHICH THE CLAIM IS MADE.

13.   Ownership of Intellectual Property. All drawings, know-how, designs, specifications, technical or business information, related material, and the like disclosed to Seller by NEUTRONIC STAMPING & PLATING, and all rights therein will remain the property of NEUTRONIC STAMPING & PLATING and will be kept confidential by Seller in accordance with these terms and conditions. The Seller shall have no claim to, nor ownership interest in, any information provided or communicated by NEUTRONIC STAMPING & PLATING, and such information, in whatever form and any copies thereof, shall be promptly returned to NEUTRONIC STAMPING & PLATING upon written request from NEUTRONIC STAMPING & PLATING. Seller acknowledges that no license or rights of any sort are granted to Seller under the Agreement with respect to any rights in Neutronic Stamping & Plating information, ownership, devices, processes, or other intellectual property arising therefrom. Should the Seller perform “development work” (which shall include the creation of know-how and improvements) pertaining to the material covered by this Purchase Order, NEUTRONIC STAMPING & PLATING shall have a full and complete, worldwide, irrevocable, non-exclusive, royalty-free license to make, have made, use or sell, distribute, import or export, any such material. To the extent applicable, the work product provided by Seller under this agreement is a “work made for hire,” as that term is defined by applicable copyright laws, and is owned by NEUTRONIC STAMPING & PLATING. To the extent any created items are not considered “works made for hire,” Seller hereby waives any rights under the U.S. Copyright Act, 17 U.S.C. § 101, et seq., to terminate this transfer, as well as any moral rights that may exist in the work, including but not limited to the right of attribution and the right of integrity. With respect to moral rights: (i) the Seller shall, despite the transfer referred to in the present Article 12, not exercise any of its rights, title and interests involved, including but not limited to, any moral rights, in a manner that directly or indirectly harm the commercial interests of NEUTRONIC STAMPING & PLATING ; (ii) the Seller confirms that with regard to moral rights of the creators, all creators that created intellectual property and other materials for Seller expressly waive, have waived and agree to waive their paternity right. In any case, the creators will refrain from exercising their moral rights, in a manner that directly or indirectly harms the commercial interests of NEUTRONIC STAMPING & PLATING. Regarding the right of integrity, the creators shall only be able to oppose modification(s) of their work insofar as its honor or reputation can be damaged; and (iii) the Seller confirms: (a) that the Seller in any case waives the right to see her name listed as the author of the intellectual property and other materials and that NEUTRONIC STAMPING & PLATING is allowed to disclose the intellectual property and other materials. The Seller guarantees that the rights granted to NEUTRONIC STAMPING & PLATING based on present Article 12, include the rights, title and interest related to the intellectual property and other materials its employees, consultants and independent contractors may or may assert in the future, and that the necessary agreements to do so were entered into with its employees, independent consultants and contractors.

14.   Confidentiality. All information furnished or made available by NEUTRONIC STAMPING & PLATING to Seller in connection with the Products or Services shall be held in confidence by Seller. Seller will not use (directly or indirectly), or disclose to others, such information without Neutronic Stamping & Plating prior written consent. These obligations will not apply to any information that: (a) at the time of disclosure was or thereafter becomes generally available to the public by publication or otherwise through no breach by Seller of any obligation herein; (b) Seller can show by written records was in Seller’s possession prior to disclosure by NEUTRONIC STAMPING & PLATING ; or (c) is legally made available to Seller by or through a third party having no direct or indirect confidentiality obligation to NEUTRONIC STAMPING & PLATING with respect to such information. The seller agrees that it will not make use of, either directly or indirectly, any of the Confidential Information that it receives or has received from NEUTRONIC STAMPING & PLATING, other than for the purpose for which the Confidential Information has been disclosed.

15.   No Publicity.  Seller will not advertise, publish or disclose to third parties (other than to Seller´s professional advisors on a need-to-know basis) in any manner the fact that Seller has contracted to furnish NEUTRONIC STAMPING & PLATING the Products covered by the Order or the terms of the Order, or use any trademarks or trade names of NEUTRONIC STAMPING & PLATING in any press release, advertising or promotional materials, without first obtaining Neutronic Stamping & Plating  written consent.

16.   Indemnification. Seller agrees to defend and indemnify NEUTRONIC STAMPING & PLATING , its suppliers, customers, users, and licensors, and each of their affiliates (as they may exist from time to time), employees, shareholders, officers, directors and agents (“Indemnified Parties”), from and against any and all loss, liability, demand, claim, damage, injury, loss of profits or expense (including attorneys’ fees) arising out of or relating to: (a) any breach of Seller’s representations, warranties or obligations; (b) any act or omission by Seller, its officers, employees or agents (including Seller’s subcontractors and their employees and agents); (c) any claim for royalties or license fees, in connection with the purchase, use or sale of the Products; and (d) death or any bodily injury, damage to property or any other damage or loss resulting or claimed to result in whole or in part from the Products. Each Indemnified Party may, at its option, be represented by its own counsel in any action, the expenses of which shall be borne by Seller.

17.   Insurance. Seller will maintain, at its own expense, the following insurance policies: (a) Commercial General Liability in an amount of not less than US$ 5,000,000 each occurrence and in the aggregate for bodily injury and property damage and US$ 5,000,000 any one person or organization for personal and advertising injury for premises operation, products/completed operations, blanket contractual liability, and broad form property damage; (b) Workers’ Compensation in full compliance with the laws of any applicable state and/or country, at not less than statutory limits; (c) Commercial Automobile Liability for owned, hired and non-owned motor vehicles in an amount not less than US$ 5,000,000 combined single limit; and (d) Employer’s Liability and Occupational Disease in an amount of not less than US$ 5,000,000 each accident for bodily injury and US$ 5,000,000 each employee and in the aggregate for disease. The limits of coverage required may be satisfied by a combination of primary and excess or umbrella insurance policies. Except for Workers’ Compensation, Seller shall include NEUTRONIC STAMPING & PLATING and its affiliates as an Additional Insured on all required insurance policies described above. Upon Neutronic Stamping & Plating  request, the Seller shall provide NEUTRONIC STAMPING & PLATING a certificate of insurance evidencing such coverage. Seller shall provide no less than 30 days’ advance notice to NEUTRONIC STAMPING & PLATING before cancellation of the foregoing coverage.

18.   Spare Parts & Tooling. Seller will maintain the capability to supply and provide technical support for spare or replacement parts for the longer of (i) a period of seven years after the delivery of the Products, (ii) for such period as NEUTRONIC STAMPING & PLATING is required by its customer(s) to provide spare or replacement parts incorporating the Products or (iii) for such period as may be required by law (such period, the “Spare Parts Period”). Seller will give NEUTRONIC STAMPING & PLATING a last time buy option at the end of such Spare Parts Period and shall offer any follow-on products that are compatible with the Products. Unless otherwise agreed to in writing by NEUTRONIC STAMPING & PLATING, the price(s) during the first five (5) years of the Spare Parts Period will be those in effect at the conclusion of current model purchases, plus any actual and documented costs for special packaging, shipping or handling. For the remainder of the Spare Parts Period, the prices(s) for Products will be as agreed to by the parties.

19.   Tooling. Seller agrees to itemize and/or sell to NEUTRONIC STAMPING & PLATING any tooling that is built or procured by Seller that is required for the manufacture, testing or maintenance of Products. The purchase price of such a tooling shall not exceed the book value. If NEUTRONIC STAMPING & PLATING elects to purchase such tooling, upon Neutronic Stamping & Plating payment therefore, title shall transfer to NEUTRONIC STAMPING & PLATING . In the event Seller discontinues the manufacture of any Product, Seller shall provide NEUTRONIC STAMPING & PLATING with no less than nine months advance written notice and shall provide any transition assistance required by NEUTRONIC STAMPING & PLATING. NEUTRONIC STAMPING & PLATING may provide patterns, dies, fixtures, molds, jigs or other tools or directly or indirectly pay for tools for use in making Products (“NEUTRONIC STAMPING & PLATING Tooling”). Unless approved in writing by NEUTRONIC STAMPING & PLATING , Seller shall not (i) remove or relocate any NEUTRONIC STAMPING & PLATING Tooling; (ii) use the NEUTRONIC STAMPING & PLATING Tooling for any other products or any other customer other than for those Products provided to NEUTRONIC STAMPING & PLATING under the applicable Order; (iii) make any changes to NEUTRONIC STAMPING & PLATING Tooling; or (iv) reverse engineer any NEUTRONIC STAMPING & PLATING Tooling. NEUTRONIC STAMPING & PLATING Tooling (including replacements) shall remain Neutronic Stamping & Plating property, be segregated from Seller’s property, and be individually and conspicuously marked as Neutronic Stamping & Plating property. NEUTRONIC STAMPING & PLATING reserves the right to remove or relocate the NEUTRONIC STAMPING & PLATING Tooling at any time and, upon Neutronic Stamping & Plating request, Seller shall, at its cost, transfer possession of the NEUTRONIC STAMPING & PLATING Tooling to NEUTRONIC STAMPING & PLATING free and clear of liens and encumbrances and at the time and place designated by NEUTRONIC STAMPING & PLATING . Seller shall maintain, at its cost, all tooling (including replacement tooling and NEUTRONIC STAMPING & PLATING Tooling) in good condition and at Neutronic Stamping & Plating option promptly repair, replace or pay for its replacement at Seller’s cost if lost, damaged, destroyed, or otherwise rendered unfit for use.

20.   Continuity of Supply. Upon Neutronic Stamping & Plating request, Seller shall maintain Neutronic Stamping & Plating  continuity of supply with respect to a Product in a mutually agreed upon manner, such as by agreeing upon the terms of a “lifetime buy” or executing an escrow or license agreement. In the event of, or in preparation for, the expiration or a termination of the Agreement for any reason, Seller shall use commercially reasonable efforts to transfer, or cooperate fully with NEUTRONIC STAMPING & PLATING to enable NEUTRONIC STAMPING & PLATING to transfer, the performance of Seller’s obligations under the Agreement to NEUTRONIC STAMPING & PLATING or a third party supplier designated by NEUTRONIC STAMPING & PLATING , in a manner that (i) minimizes the time to complete such transfer; (ii) maintains the highest quality and performance to ensure the adequate supply of Products; and (iii) causes no disruption to Neutronic Stamping & Plating  customers’ requirements. Seller shall be responsible for all losses incurred by NEUTRONIC STAMPING & PLATING as a result of Supplier’s failure to supply. In the event of a dispute, Seller shall continue to comply with its obligations hereunder until such dispute is resolved.

21.   Consignment. NEUTRONIC STAMPING & PLATING may notify Seller that it wishes to have Products sold to a location on a consignment basis (a “Consignment Location”). Seller will deliver to each Consignment Location the quantity and type of Products ordered by NEUTRONIC STAMPING & PLATING (“Consignment Products”). NEUTRONIC STAMPING & PLATING will notify Seller monthly (or other frequency as determined by NEUTRONIC STAMPING & PLATING ) of its use of the Consignment Products, and Seller may bill NEUTRONIC STAMPING & PLATING for such use of the Consignment Products. Title and risk of loss to Consignment Products passes to NEUTRONIC STAMPING & PLATING only after NEUTRONIC STAMPING & PLATING uses or resells the Consignment Products. NEUTRONIC STAMPING & PLATING may, at any time upon written notice to Seller, terminate further purchases of Consignment Products for any Consignment Location and NEUTRONIC STAMPING & PLATING may purchase some or all of the remaining Consignment Products. Any Consignment Products not purchased by NEUTRONIC STAMPING & PLATING will be returned to Seller at Seller’s cost and risk of loss. All other provisions of the Agreement apply to Consignment Products, except to the extent this section conflicts with any other provision of the Agreement.

22.   Software. In the event the Products include or incorporate Software owned or licensed by Seller (“Software”), Seller hereby authorizes NEUTRONIC STAMPING & PLATING to sell, resell, modify and or license the Software to Neutronic Stamping & Plating customers. Use of the Software by Neutronic Stamping & Plating end user customers shall be subject to Seller’s End User License Agreement, if applicable (the “EULA”). In the event Seller’s end user customer reasonably objects to any provisions of the EULA, Seller shall cooperate in good faith with NEUTRONIC STAMPING & PLATING in making commercially reasonable modifications to the EULA. In the event of a conflict between these Terms and the EULA, these Terms shall govern.

23.   Compliance. Seller agrees to comply with all federal, state, local and foreign rules, regulations, ordinances and laws applicable to Seller’s obligations hereunder and Seller’s manufacture and sale of the Products and Services, including import/export laws, labor laws, and anti-corruption laws. Seller also agrees to comply with all applicable environmental, health and safety laws, and laws against slavery, human trafficking and child labor. Sellers and subcontractors are notified that they may be subject to the provisions of: 41 CFR Section 60-300.5(a); 41 CFR Section 60-741.5(a); 41 CFR Section 60-1.4(a) and (c); 41 CFR Section 60-1.7(a); 48 CFR Section 52.222-54(e); and 29 CFR Part 471, Appendix A to Subpart A with respect to affirmative action program and posting requirements. Seller and subcontractor shall abide by the requirements of 41 CFR §§ 60-300.5(a) and 60-741.5(a). These regulations prohibit discrimination against qualified individuals based on protected veteran status or disability and require affirmative action by covered prime contractors and subcontractors to employ and advance in employment qualified protected veterans and individuals with disabilities.

24.   Code of Conduct. Seller-Supplier agrees to comply with the Neutronic Stamping & Plating Statement Principles Code of Conduct posted at www.neutronic.com.

25.   Conflict Mineral.  Upon request of NEUTRONIC STAMPING & PLATING, Seller shall determine whether any Products contain tin, tantalum, tungsten, gold or any other material that is designated under applicable rules of the Securities and Exchange Commission (“SEC”) as a “conflict mineral.” If no Product contains one or more conflict minerals that are necessary to the functionality or production of such Product within the meaning of applicable SEC rules and interpretations, Seller shall, upon request, certify to NEUTRONIC STAMPING & PLATING that none of the Products contain such conflict minerals. If any Product contains one or more such conflict minerals, Seller shall certify to NEUTRONIC STAMPING & PLATING the country of origin of any such conflict mineral or that the conflict mineral came from recycled or scrap sources within the meaning of those terms under applicable SEC rules.

If Seller is unable to identify the country of origin, and the conflict mineral(s) in question did not come from recycled or scrap sources, Seller shall in good faith conduct an inquiry of its relevant suppliers as to the country of origin of such conflict minerals, and such inquiry shall comply with then-existing standards under SEC rules for the conduct of a reasonable country of origin inquiry. In the event that Seller is or becomes aware that any conflict minerals that are necessary to the functionality or production of any Products originated from a “covered country” within the meaning of the SEC’s conflict minerals rules and did not come from recycled or scrap sources, Seller shall make a good faith effort to determine whether such conflict minerals came from a processing facility certified as conflict free by a recognized industry group that requires an independent private sector audit of the smelter or from an individual processing facility that has obtained an independent private sector audit that is publicly available, and to provide written documentation of such determination. Seller shall also take such additional actions and provide such additional information requested by NEUTRONIC STAMPING & PLATING as may be necessary for NEUTRONIC STAMPING & PLATING to be or remain compliant with applicable laws, rules and regulations relating to conflict minerals.

26.   Customs. The Seller shall make available to NEUTRONIC STAMPING & PLATING, and any party designated by NEUTRONIC STAMPING & PLATING any and all documents and data necessary to effect customs clearance, including the importer security filing and shall provide any assistance deemed necessary by NEUTRONIC STAMPING & PLATING. If government authorities declare or otherwise impose countervailing duties, antidumping duties, or retaliatory duties on the Products imported under any Order, such additional costs shall not be passed through to NEUTRONIC STAMPING & PLATING.

27.   Quality Requirements. The seller will conform to the quality control standards and inspection system that are established or directed by NEUTRONIC STAMPING & PLATING, or to the extent more exhaustive, all applicable industry standards. Seller will also properly document and mark Products to evidence its compliance with applicable law, obtain any necessary certifications necessary under applicable law and participate in supplier quality and development programs of NEUTRONIC STAMPING & PLATING or as directed by NEUTRONIC STAMPING & PLATING. Upon Neutronic Stamping & Plating request, Seller will participate in and comply with all Seller Manuals and supplier performance evaluations. If any of Neutronic Stamping & Plating specifications or other requirements may result in any negative impact to the Product, Seller shall immediately notify NEUTRONIC STAMPING & PLATING in writing of all ramifications of such direction. Any reviews, audits, inspections, acceptance quality levels, approved vendor lists, bill of materials, or approvals by NEUTRONIC STAMPING & PLATING will not relieve Seller of its obligations.

28.   Audit. Seller shall maintain and shall direct all sub-tier sellers to maintain complete and accurate records, books of account, reports and other data necessary for the proper administration of the Agreement on a generally recognized accounting basis. Such materials shall include any rebate programs, and any other special pricing program extended to Seller. NEUTRONIC STAMPING & PLATING may audit and inspect Seller’s books and records. If any audit or inspection reveals an error or irregularity in the computation of prices or any other costs, an appropriate adjustment shall be made by Seller. Further, if such audit or inspection demonstrates that an error or irregularity occurred and caused the prices to be computed in Seller’s favor, then Seller shall pay all costs and expenses incurred by NEUTRONIC STAMPING & PLATING with respect to such audit or inspection. Seller shall, at Neutronic Stamping & Plating request, permit NEUTRONIC STAMPING & PLATING or a third party designated by NEUTRONIC STAMPING & PLATING to have reasonable access to designated areas within its facilities directly relating to the production and packaging of the Products for the purpose of performing production and quality audits. NEUTRONIC STAMPING & PLATING shall conduct any such audit only during Seller’s normal working hours.

29.   Relationships of the Parties. Nothing in the Agreement or the course of dealing of the parties may be construed to constitute the parties hereto as partners, joint venturers or as agents for one another or as authorizing either party to obligate the other in any manner.

30.   Force Majeure. If the performance by either party or any obligation under the Agreement is prevented, restricted or interfered with by any act of God, fire or other casualty, embargo, power or supplies, war or violence, acts of terrorism, or any law, order, proclamation, ordinance, demand or requirement of any governmental agency or similar event beyond such party’s reasonable control (each, an “Event of Force Majeure”), such party shall promptly give the other party written notice of the Event of Force Majeure. Delays caused by labor disputes, tariffs, non-performance by Seller’s suppliers, delays in transportation, changes in cost or availability of raw materials or components based on market conditions, or scheduled downtime for maintenance shall not constitute an Event of Force Majeure. No later than 48 hours after the occurrence, Seller will provide written notice describing such a delay and assurance of when the delay will be cured. If an Event of Force Majeure occurs that affects delivery of Products to NEUTRONIC STAMPING & PLATING, Seller will prioritize NEUTRONIC STAMPING & PLATING and allocate the available inventory in a manner which ensures that Neutronic Stamping & Plating demands are met first. During the delay, NEUTRONIC STAMPING & PLATING may at its option: (a) cancel any Orders and purchase Products or Services from third parties and invoice Seller for any difference in price paid to such third-party by NEUTRONIC STAMPING & PLATING and the price set forth in the Order; (b) to the extent available, require Seller to deliver all finished goods, work in process, tooling, and parts and materials produced or acquired for work under the Order; or (c) have Seller provide Products or Services from other sources and at the price set forth in the Order.

31.   Assignment; Binding Effect. No assignment of any rights or interest or delegation of any obligation of Seller under the Agreement may be made without the prior written consent of NEUTRONIC STAMPING & PLATING. Any attempted assignment will be void. NEUTRONIC STAMPING & PLATING may assign the Agreement or otherwise transfer its rights and/or obligations under the Agreement. The Agreement will inure to the benefit of and be binding upon each of the parties hereto and their respective permitted successors and assigns.

32.   Bankruptcy. If either party becomes insolvent, is unable to pay its debts when due, files for or is the subject of involuntary bankruptcy, has a receiver appointed or has its assets assigned, the other party may cancel any unfulfilled obligations hereunder without liability for such cancellation.

33.   Dispute Resolution. If the NEUTRONIC STAMPING & PLATING entity which is a part to the dispute is a legal entity formed in the United States, any dispute arising out of or related to the Agreement will be governed by and construed in accordance with the laws of the State of California without regard to or application of its principles or laws regarding conflicts of laws, and excluding the United Nations Convention on the International Sale of Goods of 1980 (together with any amendments or successors thereto, the “UNCISG”) and litigated exclusively in a state or federal court located in California. The parties hereto expressly release and waive all rights to a jury trial and consent to have any dispute heard solely by a court of competent jurisdiction. If the NEUTRONIC STAMPING & PLATING entity is a legal entity formed outside the United States then any dispute arising out of the Agreement will be governed by and construed in accordance with by the laws of the country where the NEUTRONIC STAMPING & PLATING entity was formed, excluding the UNCISG if applicable in such country.  Any dispute involving an NEUTRONIC STAMPING & PLATING entity formed outside the United States and arising out of or related to the Agreement will be finally resolved by a panel of three arbitrators in accordance with the Rules for Arbitration of the London Court of International Arbitration. Judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof. The location of arbitration and the language of arbitration will be selected by NEUTRONIC STAMPING & PLATING. Either party may apply to the arbitrators to seek injunctive relief until the arbitration award is rendered or the controversy is otherwise resolved.

The award shall be final and binding on both NEUTRONIC STAMPING & PLATING and Seller, and the parties hereby waive the right of appeal to any court for amendment or modification of the arbitrators’ award. In any action between the parties concerning any provision of the Agreement, the prevailing party is entitled, in addition to the relief granted, to a reasonable sum for their attorneys’ fees incurred in such litigation or mutually agreed upon alternative dispute resolution, provided if each party prevails in part, such fees will be allocated in the manner as the court or mediator determines to be equitable in view of the relative merits and amounts of the parties’ claims.

Neutronic Stamping & Plating Leadership Team

October 31, 2024 – Ver 1