2012 WALKER CORPORATION TERMS AND CONDITIONS OF PURCHASE

As used herein, “Order” means Walker Corporation Purchase Orders and other associated purchasing documents transmitted to you as Seller in hard copy, via facsimile, or via any other mode of transmission. The following terms and conditions are incorporated by reference into each Walker Corporation Order issued to you as Seller.

“Buyer” means Walker Corporation; “Buyer’s Terms” means the terms and conditions on the face and back of this Order and any other terms and conditions specifically incorporated herein by reference; “Seller” means the supplier shown on the face of this Order; and “Goods” means the products of Seller shown on the face of this Order and all raw materials, components, tooling, equipment and supplies to be delivered by all services to be provided by Seller hereunder.

  1. ACCEPTANCE: (A) SELLER WILL BE DEEMED TO HAVE ACCEPTED THIS ORDER WHEN SELLER ACKNOWLEDGES THIS ORDER OR BEGINS PERFORMANCE UNDER THIS ORDER. SELLER’S ACCEPTANCE IS LIMITED TO ACCEPTANCE OF BUYER’S TERMS. BUYER HEREBY OBJECTS TO AND REJECTS ANY PROPOSAL BY SELLER FOR ADDITIONAL OR DIFFERENT TERMS. IF SELLER PROPOSES ADDITIONAL OR DIFFERENT TERMS WHICH RELATE TO THE DESCRIPTION, QUANTITY, PRICE OR DELIVERY SCHEDULE OF THE GOODS, SELLER’S PROPOSAL WILL OPERATE AS A REJECTION OF BUYER’S OFFER; IN ALL OTHER CASES, SELLER’S PROPOSAL WILL BE DEEMED A MATERIAL ALTERATION OF BUYER’S TERMS, AND BUYER’S TERMS WILL BE DEEMED ACCEPTED BY SELLER WITHOUT SELLER’S ADDITIONAL OR DIFFERENT TERMS. IF THIS ORDER IS DEEMED AN ACCEPTANCE OF SELLER’S PRIOR OFFER, BUYER’S ACCEPTANCE IS EXPRESSLY CONDITIONAL ON SELLER’S ASSENT TO BUYER’S TERMS.

    (B) BUYER AND SELLER AGREE THAT, NOTWITHSTANDING THE PRIOR OR SUBSEQUENT USE BY SELLER OF ANY ORDER FORM, INVOICE OR OTHER DOCUMENT CONTAINING PRINTED TERMS OR CONDITIONS, THEY ARE CONTRACTING SOLELY ON THE BASIS OF THIS ORDER, WHICH CONTAINS THE ENTIRE UNDERSTANDING OF THE PARTIES AND IS INTENDED AS A FINAL EXPRESSION OF THEIR AGREEMENT AND A COMPLETE STATEMENT OF THE TERMS THEREOF, AND MAY NOT BE AMENDED, MODIFIED OR OTHERWISE SUPPLEMENTED UNLESS SUCH AMENDMENTS, MODIFICATIONS OR SUPPLEMENTS ARE IN WRITING AND SIGNED BY BUYER’S AUTHORIZED REPRESENTATIVE. A PROVISION CONTAINED IN ANY ORDER FORM, INVOICE OR OTHER DOCUMENTS USED BY SELLER (WHETHER PRIOR OR SUBSEQUENT TO THE DATE OF THIS ORDER) WHICH IS INCONSISTENT WITH THIS SUBPARAGRAPH WILL HAVE NO FORCE OR EFFECT AND WILL NOT BE BINDING ON THE BUYER UNLESS SUCH PROVISION IS CONTAINED IN AN ORDER FORM, INVOICE OR OTHER DOCUMENT DATED SUBSEQUENT TO THE DATE HEREOF AND IS SPECIFICALLY INITIALED BY BUYER’S AUTHORIZED REPRESENTATIVE.

  2. Delivery: (a) Time is of the essence in this Order. Seller will make deliveries in the quantities and at the times specified herein or in releases issued hereunder. If Seller’s deliveries fail to meet Buyer’s delivery schedule, Buyer, in addition to its other rights, (i) may direct expedited routing and charge Seller for any excess costs incurred as a result and (ii) may charge Seller for any costs incurred by Buyer and/or Buyer’s customers for production delays caused by Seller’s failure to meet such schedules. Such costs may include, without limitation, inbound and outbound premium freight, excess scrap and premium operational and overtime expenses. Walker reserves the right to cancel this Order, or any balance of this Order, without charge, if Seller fails to deliver to Walker all items ordered within the time specified by the Order. Good rejected due to inferior quality or workmanship will be returned to Seller at the Seller’s expense and shall not be replaced except upon the written instructions from Walker.

    (b) Buyer will not be liable for Seller’s commitments or production arrangements in excess of the amount or in advance of the time required under Buyer’s delivery schedule. Where deliveries are specified to be in accordance with Buyer’s releases, Seller will neither produce any Goods, nor procure raw materials, nor ship any Goods, except to the extent authorized by Buyer’s written releases. Quantities notes as “planning” or with words of similar meaning are for Seller’s planning purposes only and do not constitute a commitment by Buyer to purchase such quantities. If Seller delivers Goods in advance of buyer’s delivery schedule, Buyer may either (i) return such Goods at Seller’s expense for proper delivery; or (ii) withhold payment for such Goods until the scheduled delivery date and place such Goods in storage for Seller’s account until the scheduled delivery date. While the Goods are being returned in accordance with part (i) of the preceding sentence or being retained in accordance with part (ii) of such sentence, the Goods will be at Seller’s risk.

    (c) Unless this Order requires Seller to manufacture, ship and/or provide a specified quantity of Goods or services, this Order is a requirements contract under which Seller is required to supply Buyer’s requirements which shall be defined as those quantities ordered by Buyer from time to time, as evidenced by written releases issued by the Buyer from time to time. Buyer’s requirements are determined by the needs of the Buyer and/or the Buyer’s customers and such needs may change from time-to-time. Any projected or estimated volumes provided by Buyer to Seller (including forecasted volumes in any requests for quotation) are for planning purposes only and do not represent a commitment or obligation to purchase a specified quantity.

    (d)All Purchases are made F.O.B. Walker’s factory, unless otherwise specified. Walker will not pay any cartage or boxing expense unless arranged for and agreed to in writing and in advance of issuing this Order.

  3. Term: Unless otherwise expressly provided in this Order or in any other written agreement between Buyer and Seller, the term of this Order (the “Term”) is for the period commencing on the date set forth on the Order and continuing through the end of the vehicle or customer program for which such Goods are supplied, including any extensions thereof.
  4. Inspection and Acceptance of Goods: (a) Notwithstanding any acts of Buyer which may be deemed under applicable law to constitute acceptance of the Goods, payment for delivered Goods will not constitute acceptance thereof. Buyer may reject any Goods, which do not meet the specifications set forth in this Order. Buyer may return any such Goods to Seller for reimbursement, credit, replacement or correction as Buyer may direct, or Buyer may correct and/or replace such Goods at Seller’s cost. Any Goods rejected by Buyer will be at Seller’s risk and expense and Seller will not thereafter tender such Goods for acceptance unless the former rejection or requirement of correction is disclosed. Seller will reimburse Buyer for any packaging, handling and transportation costs Buyer incurs with respect to rejected Goods.

    (b) Buyer may revoke its acceptance of Goods at any time, whether or not a substantial modification to the Goods has been made, if a defect in the Goods which could not have been discovered during Buyer’s normal inspection procedures or which is not normally discoverable until the Goods are used substantially impairs the value of the Goods to Buyer.

    (c) Neither Buyer’s exercise of nor its failure to exercise, any rights provided hereunder will relieve the Seller from responsibility for such Goods as are not in accordance with the order requirements or impose liability on Buyer therefore.

  5. Product Warranties: (a) Seller warrants that the Goods (i) will be fit and sufficient for the purpose intended (if Seller knows or has reason to know the particular purpose for which Buyer intends to use the Goods); (ii) will be of merchantable quality and free from all defects, including defects in material and workmanship and, if not of Buyer’s detailed written design, defects in design; and (iii) will conform with all representations, descriptions, samples, drawings, plans, specifications, designs and other data supplied by Seller or listed on the front side of this Order. Seller further warrants that, with respect to the Goods, Seller is and will at all times remain competitive in terms of price, quality, delivery, technology and service. The foregoing warranties are in addition to those available to Buyer by law.

    (b) All warranties hereunder will survive Buyer’s acceptance, use and/or payment and will run to Buyer and its customers.

    (c) Buyer’s review or approval of any samples, drawings, specifications or other data developed by Seller in connection with this Order will not limit Seller’s responsibility under the warranties contained herein or alter the cost, rate of output or delivery requirements of this Order.

  6. Product Indemnification: Seller will indemnify, defend and hold harmless Buyer, its officers, employees, agents, successors, assigns, customers, and users of its products from and against any and all losses, expenses, damages, claims, suits and liabilities (including recall, repair and replacement expenses and other incidental and consequential damages; court costs and attorneys’ (fees) arising as a result of actual or alleged breach of any warranties or other terms contained herein or arising under any strict tort or negligence claims premised on either an actual or alleged defect in the Goods. At Buyer’s request, Seller will assume promptly full responsibility for the defense of any action described in this paragraph which may be brought or threatened by a third party against Seller and/or Buyer.
  7. Force Majeure: If, due to forces beyond its control, Buyer determines to alter Buyer’s delivery schedule to delay delivery, the provisions of this paragraph (rather than the preceding paragraph) will control. Seller will hold any such delayed Goods at the direction of Buyer and will deliver them when the cause affecting the delay has been removed. Buyer will be responsible only for Seller’s direct additional costs (excluding interest on the purchase price) incurred in holding the Goods or delaying performance at Buyer’s request. Any delay or failure of either Buyer or Seller to perform its obligations hereunder shall be excused if, and to the extend that it is caused by an event or occurrence beyond the reasonable control of the party and without its fault or negligence, such as by way of example and not by way of limitation, acts of God, actions by any governmental authority (whether valid or invalid), fires, floods, windstorms, explosions, riots, natural disasters, wars, sabotage, labor problems (including lockouts, strikes and slow downs), inability to obtain power, material, labor, equipment or transportation, or court injunction or order. During the period of such delay or failure to perform by Seller, Seller shall provide Buyer with prompt written notice of such delay (including a description of the cause of the event or circumstance, an estimate of the duration of the delay and a statement regarding the remedial steps that are being undertaken to resume performance and Seller’s interim allocation plans, if any, for the supply of Goods during the delay). During such period, buyer, at its option, may purchase goods from other sources and reduce its schedule to Seller by such quantities, without liability to Seller, or have Seller provide the goods from other sources in the quantities and at the delivery times requested by Buyer and at the price set forth in this Order. In addition, at least ten days prior to the expiration of any labor contract of Seller, Seller at its expense will establish at least a thirty (30) working day supply of Goods in a neutral warehouse at a location reasonably acceptable to Buyer. If requested by Buyer, Seller shall, within ten (10) days of the request, provide adequate assurances that any delay shall not exceed thirty (30) days. If the delay lasts more than thirty (30) days or Seller does not provide adequate assurance that the delay will cease within thirty (30) days, Buyer may immediately cancel the Order without liability.
  8. Termination for Cause: Buyer may terminate this Order or any part hereof for cause in the event of a Default by Seller. “Default” means (i) Seller’s failure to comply with any of the terms and conditions of this Order; (ii) Seller’s failure to give Buyer, upon request, reasonable assurances of Seller’s future performance; (iii) insolvency, bankruptcy, liquidation or dissolution of Seller; or (iv) any other event which causes reasonable doubt as to Seller’s ability to render due performance hereunder. If, after termination for Default, it is determined that Seller was not in Default, the rights and obligations of the parties will be the same as if the termination was for Buyer’s convenience.
  9. Proprietary Information – Confidentiality – Advertising: (a) Seller will consider all information furnished by Buyer hereunder (including drawings, specification, or other documents prepared by Seller for Buyer in connection with this Order) to be confidential and will not disclose any such information to any other person, or use such information itself for any purpose other than performing this Order, unless Seller obtains Buyer’s prior written permission. Seller will not advertise or publish the fact that Buyer has contracted to purchase Goods from Seller, or disclose any information relating to the Order without Buyer’s written permission. (b) Unless otherwise agreed in writing, no information disclosed in any manner or at any time by Seller to Buyer will be deemed secret or confidential, and Seller will have no rights against Buyer with respect thereto except such rights as may exist under patent laws.
  10. Indemnity/Insurance: To the extend Seller’s agents, employees or subcontractors enter upon premises occupied by or under the control of Buyer or any of its customers or suppliers in the course of the performance of this Order, Seller will take reasonable steps to prevent any injury to persons or property arising out of acts or omissions of such agents, employees, or subcontractors. Except to the extend that any such injury or damage is due solely and directly to Buyers’ negligence, Seller will indemnify, defend and hold Buyer, its officers, employees, and agents, harmless from and against any and all losses, expenses, damages, claims, suits or any liability whatsoever (including incidental and consequential damages, court costs and attorneys’ fees) arising out of any act or omission of Seller, its agents, employees or subcontractors. Seller will maintain and require its subcontractors to maintain (i) public liability and property damage insurance, including contractual liability (both general and vehicle) in amounts sufficient to cover obligations set forth above, and (ii) workers’ compensation and employer’s liability insurance covering all employees engaged in the performance of this Order for claims arising under any applicable workers’ compensation, occupation disease or health and safety laws and/or regulations. Seller will furnish certificates evidencing such insurance which will expressly provide that no expiration, termination or modification will take place without thirty (3) days’ written notice to Buyer. Any property of Buyer used by Seller in the performance of this Order will be deemed to have been under the sole custody and control of Seller during the period of such use by Seller.
  11. Compliance with Laws: In the performance of this Order, Seller will fully comply with all applicable laws and government regulations and will hold Buyer harmless from any liability resulting from Seller’s failure to so comply.
  12. Payments and Setoff: The prices for Goods will not be subject to any variation without the prior written consent of Buyer. In addition to any right of setoff or recoupment provided by law, all amounts due to Seller shall be considered net of indebtedness or other obligations of Seller and its affiliates/subsidiaries to Buyer and its affiliates/subsidiaries and Buyer shall have the right to set off against or to recoup from any amounts due to Seller and its affiliates/subsidiaries from Buyer and its affiliates/subsidiaries.
  13. Remedies: The rights and remedies provided Buyer herein will be cumulative and in addition to any other remedies provided by law or equity. Buyer’s waiver of a breach of any provision hereof will not constitute a waiver of any other breach.
  14. Assignments and Subcontracting: No part of this Order may be assigned or subcontracted without the prior written approval of Buyer. If Seller is authorized to use subcontractors, Seller will obtain from each such subcontractor rights and obligations no less favorable to Buyer than the provisions of this Order.
  15. If Walker products are subject to any recall, service fix, or safety campaign as a result of suspect, defective, or allegedly defective goods sold by Seller hereunder and incorporated into Walker’s products, Seller shall reimburse Walker for all costs and expenses arising therefrom or relating thereto.
  16. By acceptance of this Purchase Order, Seller accepts full responsibility for all Walker parts and/or materials provided to Seller for machining and/or processing and which, by Seller’s error, result in scrappage or rework disposition. Seller further agrees to reimburse Walker at the full value of such parts and/or material, including all previous machining and/or processing costs incurred in the manufacturing process. Seller also agrees that Walker shall be the sole authority in the allocation of the rework responsibility and may, at Walker’s discretion, award the rework order to a new source at Seller’s expense.
  17. Assignment. Seller may not assign its rights or delegate its duties under this contract without Walker’s prior written approval.
  18. Arbitration. Disputes arising out of or related to the purchase/sale of Goods under this Order shall be construed in accordance with the Laws of the State of California. All disputes, controversies and disagreements arising out of or related to the purchase/sale of goods shall be submitted to binding arbitration according to the Commercial Rules of the American Arbitration Association. The place and venue for any arbitration proceeding shall be Orange County, California. If the Buyer prevails in any arbitration arising out of or related to this Order, the Buyer shall be entitled to an award of reasonable attorney fees and costs.