1.  OFFER, ACCEPTANCE, AND TERMS: These Terms and Conditions (collectively, these “T&C(s)”), together with the purchase order (the “Purchase Order”), shall be deemed an offer by Sheffield Aerospace DBA Sheffield Automotive here in after referred to as the “Buyer” for the purchase of goods (the “Goods”) and/or services (“Services”) identified on the Purchase Order. Any person or entity who is selling to Buyer here in after referred to as “Seller” accepts these T&Cs and Purchase Order by doing any of the following: (a) accepting or acknowledging the Purchase Order in writing; (b) commencing any work under the Purchase Order; (c) shipping Goods and/or performing Services; or (d) any other conduct that recognizes the existence of a request for goods and/or services with respect to the subject matter covered by the Purchase Order. Upon Seller’s acceptance, these T&Cs and Purchase Order, along with the documents referenced below, become the “Agreement”.  Buyer may modify these standard T&C's by posting the revised T&C's on Buyer’s website or by sending directly to the Seller.

2. ORDER: Buyer’s order for the purchase of any goods and/or services shall be expressly limited to the written purchase order issued by Buyer and the standard T&C’s set forth herein. Any additional or different terms proposed by Seller are rejected unless specifically agreed to by Buyer in writing. Seller may accept the order by either: (i) written acknowledgement sent to Buyer, (ii) Seller’s supply of the goods and/or services and Buyer’s acceptance of the goods and/or services shall also give rise to an agreement on the T&C's stated herein, or (iii) any action as listed in Section/ Item 1. 

3. PRICES: Unless otherwise agreed in writing, prices shall be as stated in Buyer’s purchase order. The prices stated on the face of the purchase order include, and Seller therefore assumes and agrees to pay, any and all federal, state and/or local taxes applicable to the manufacture, delivery, and sale of the goods and/or services by Seller to Buyer. The prices also include the packaging, crating, and transportation charges to Buyer’s facility. No charges will be allowed for transportation, packaging, packing, or containers unless specifically stated and agreed to in writing by the buyer in advance.  

4. DELIVERY: Time is of the essence. Buyer may refuse to accept all or any part of goods and/or services which are not received by the time specified, or if no delivery date is fixed, within a reasonable time. Seller shall be responsible for shipment to Buyer’s facility, unless otherwise agreed in writing. A packing list shall accompany each shipment. Seller shall send Buyer an original invoice and one duplicate with bill of lading inserted for each shipment. Invoices shall bear a number corresponding to Buyer’s purchase order number. 

5. BILLING: Seller will (a) upon Sellers issue and deliver of an invoice, and (b) accept payment by electronic funds transfer or check sent regular mail, unless Buyer expressly agrees to another method of payment. Payment terms established by this Agreement are from the date the Buyer takes ownership of the Goods as represented by the title transfer term reflected on the face of the Purchase Order or, in the case of Services, the date that Buyer receives Seller’s proper invoice following completion of the Services. 

6. TAXES: Unless otherwise stated in this Agreement, the price includes all applicable federal, state, provincial, and local taxes other than sales, value added, or similar turnover taxes or charges. 

7. INSPECTION: Buyer shall have the right to inspect and test all goods and/or services, including supplies, special tooling, materials, and workmanship to the extent that is practical at all times and places, including during the period of manufacture. If any goods and/or services delivered or services rendered hereunder are defective in material or workmanship (or otherwise not in conformity with the requirements of the order), Buyer shall have the right, notwithstanding payment or any prior inspection or test, either to reject and/or revoke acceptance and return said goods and/or services to require its correction and/or or recover damages in accordance with applicable law including Article 2 of the Uniform Commercial Code. Any work which is required shall be corrected by and at the expense of Seller promptly after notice. Property which is rejected or required to be corrected shall be removed (if permitted or required by Buyer) or corrected in place, by and at the expense of Seller promptly after notice. Any defective goods and/or services which are not sold to Buyer or are returned to Seller shall only be disposed of as scrap by Seller for material content and the Seller has no right(s) to sell said goods and services to any other entity or individual.

8. WARRANTIES: Seller warrants: (i) that the goods and/or services conform in all respects with the description, standards, and specifications furnished or specified by Buyer and also with any catalogue, manual, specifications, or brochure of the Seller; (ii) the goods and/or services conform in all respects to any models, samples, drawings, or other description presented to Buyer by Seller in connection with such goods and/or services, or submitted by Buyer to Seller in connection with such goods and/or services; (iii) that the goods and/or services are merchantable, fit for the purposes for which such goods and/or services are intended, free from defects of workmanship and materials; (iv) that Seller has good title to such goods and/or services and (v) that Seller has and will in the future comply with all applicable federal, state and local laws, rules and regulations. These express warranties shall not limit those warranties which are implied by applicable law and Seller may not disclaim such implied warranties.

9. TERMINATION: (a) Buyer may terminate an order without cause or for any reason whatsoever by written or electronic notice at any time. Buyer’s only liability shall be with respect to those goods and/or services which are the subject of Purchase Orders submitted by Buyer and reasonable raw material and work in process expenses which Buyer directly authorized Seller to incur. In no case shall Seller have a claim for any other costs or expenses, including lost profits, overhead, facilities, machinery, equipment or engineering design and development unless a separate written agreement has been entered into covering such goods and/or services. Seller shall submit its termination claims within thirty (30) days after the notice of termination is given. The provisions contained in this section shall not limit or affect Buyer’s right to terminate the order for cause.(b) Buyer may terminate the order for cause if Seller fails to meet the quality and delivery requirements of Buyer, or otherwise fails to observe or comply with any of the other instructions, terms, conditions or warranties applicable to the order or fails to make progress so as to endanger performance of the order or in the event of any proceedings by or against Seller in bankruptcy or insolvency or proceedings for appointment of a receiver or trustee or an assignment for the benefit of creditors. In such an event Buyer may, in addition to any other right or remedy provided by the order or by law, terminate all or any part of the order by written or electronic notice to Seller without any liability of Buyer to Seller on account thereof. 

10. PURCHASE ORDER: The Seller must ensure that the Purchase Order defines a clear quantity.  

11. INFRINGEMENT INDEMNITY: Seller hereby agrees to defend, indemnify and hold Buyer, its successors, assigns, agents, customers, and users of the goods and/or services harmless from and against loss, damage or liability including costs and expenses which may be incurred on account of any suit, claim, judgment, or demand involving infringement or alleged infringement of any patents, trademarks, copyrights, trade secrets, licenses or other rights of third parties by the manufacture, use, sale and/or disposition of any goods and/or services supplied hereunder. If Buyer is providing specifications, Seller waives any rights it might have pursuant to Section 2-312 of the Uniform Commercial Code.

12. ASSIGNMENT: Neither the Purchase Order nor any rights or obligations created herein may be assigned by Seller nor may Seller subcontract the performance of its duties without Buyer’s prior written consent. The T&C's of the order shall bind any permitted successors and assigns of Seller. 

13. CHANGES: Buyer may at any time, by written notice, make changes in the specifications, designs, drawings, samples or other descriptions to which the goods and/or services are to conform, in methods of shipment and packaging, or place of delivery. If any such change causes an increase or decrease in the cost of, or the time required for, the performance of any part of the work under the Purchase Order, whether changed or not changed by any such order, an equitable adjustment shall be made in the price or delivery schedule, or both, and the order modified in writing accordingly. 

14. PROPRIETARY RIGHTS: Other than for the performance of Buyer’s order, Seller shall not reproduce, use or disclose any data, specifications, designs, drawings, pricing, or other information (including customer owned information) belonging to or supplied by or on behalf of Buyer to Seller. All manifestations of the foregoing shall be returned to Buyer upon completion of Seller’s obligations and duties. Any information which Seller discloses to Buyer regarding or which is incorporated into the design, manufacture, sale, or use of the goods and/or services shall be deemed disclosed as part of consideration paid for the goods and/or services and Buyer shall be entitled to reproduce, use, and disclose the same under an irrevocable royalty-free license.

15. BUYER’S PROPERTY: All property used by Seller in connection with any Buyer Purchase Order(s) which is owned, furnished, charged to, or paid for by Buyer or its customer, including but not limited to materials, tools, dies, jigs, molds, patterns, fixtures, equipment, drawings, technical information, specifications, and any replacement thereof shall be and remain the property of Buyer subject to removal and inspection by Buyer at any time without cost or expense to Buyer and Buyer shall have free access to Seller’s premises for the purpose of inspecting or removing such property. All such property shall be identified and marked as Buyer’s property, used only for the Buyer’s Purchase Orders and adequately insured by Seller at its expense for Buyer’s protection. Seller shall assume all liability for and maintain and repair such property and return the same to Buyer in its original condition, reasonable wear and tear excepted. Seller agrees not to claim any statutory, equitable or other liens on Buyer’s property.

16. GENERAL: (a) The rights and remedies provided herein shall be cumulative and shall not be exclusive of but shall be in addition to any other rights remedies and benefits provided herein or allowed by applicable law. (b) Waiver by Buyer of a breach of any provision shall not be deemed a waiver of future compliance and such provision shall remain in full force and effect. (c) The Purchase Order and the rights and obligations of the parties hereunder shall be governed by and construed pursuant to the laws of the State of Texas without giving effect to conflicts of laws principles. The United Nations Convention for the International Sales of Goods shall not apply. (d) If Seller is located in the U.S.A., Seller consents to the exclusive jurisdiction of the federal and state courts in the State of Texas to hear any dispute arising out of or in connection with the Purchase Order and consents that any such action may be brought in the Circuit Court for the County of the Buyers choosing in Texas or the District Court in Texas. If Seller is located outside of the U.S.A., binding arbitration before one arbitrator under the rules of the American Arbitration Association shall be held in the State of Texas in the English language. (e) The invalidity of any provision shall not invalidate the balance of the invalid provision or any other provision. (f) The order, including the T&C's on the face and those set forth herein, contains the complete and final agreement between Buyer and Seller and except as otherwise provided herein, no other proposed terms or agreement in any way modifying such T&C's will be binding on Buyer unless made in writing and signed by Buyer’s authorized representative.