TERMS & CONDITIONS
Vendor/Supplier

KENMODE TOOL AND ENGINEERING, INC.
STANDARD TERMS AND CONDITIONS OF PURCHASE (GOODS AND/OR SERVICES)

ALL TRANSACTIONS BETWEEN KENMODE TOOL AND ENGINEERING, INC., AN ILLINOIS CORPORATION (“BUYER”) AND SELLER SHALL BE GOVERNED BY THESE STANDARD TERMS AND CONDITIONS OF PURCHASE (GOODS AND/OR SERVICES) (“TERMS”). ANY PROPOSAL OR DOCUMENT FROM SELLER THAT INCLUDES DIFFERENT OR ADDITIONAL TERMS THAT VARY FROM ANY OF THESE TERMS ARE REJECTED, OBJECTED TO AND DISALLOWED. NOTWITHSTANDING THE FOREGOING, ANY SUCH COUNTERPROPOSALS BY SELLER SHALL NOT OPERATE AS A REJECTION OF THE CONTRACT OF PURCHASE, BUT AS A REJECTION OF THE ADDITIONAL OR DIFFERENT TERM(S).

1. Warranty. Seller represents that with respect to all materials, supplies and equipment (herein collectively referred to as "materials”) delivered and services furnished hereunder: (i) title shall be good, merchantable, rightful and the materials free of any security interest, lien or encumbrance; (ii) that materials will be new, free from defects in material and workmanship, be of quality, size, description and dimension required by Buyer, be fit for the purpose for which they are purchased and will meet the specifications, if any, and that Seller's services will be performed in a skillful and workmanlike manner; and (iii) the materials, the process by which they are made, the use for which they are designed by Seller and Buyer’s use of the materials will not infringe any patent, trademark, copyright or other rights of any third parties (“Intellectual Property Rights”;). This express warranty shall not be deemed waived by reason of either or both the receipt of the materials and payment therefore by Buyer. The foregoing is in addition to any and all other express or implied warranties applicable to the materials purchased hereunder.

2. Compliance with Laws; Standards and Testing. Seller represents and warrants that all materials furnished hereunder, and Seller's manufacturing thereof, complies with all applicable laws, ordinances, rules and regulations ("Laws").

3. Indemnity. Seller will defend, indemnify and hold harmless Buyer, its affiliates, vendors, and their officers, directors, shareholders, employees, and agents from and against any and all loss, liability and expense by reason of (i) any actual or alleged violation of Laws, (ii) any actual or alleged infringement of Intellectual Property Rights, (iii) injury, death or property damage resulting, in whole or in part, from any negligent act or omission on the part of the Seller or which may result from the installation, operation or use of the materials furnished hereunder, (iv) a defect in the manufacture or design of the materials supplied hereunder, or (v) any breach or alleged breach by Seller of any representation, warranty, or other provision of these terms and Conditions of Purchase. Upon notification, Seller shall promptly assume full responsibility for the defense of any suit or proceeding which may be brought against Buyer or any of its subsidiaries, affiliated companies, agents and vendors in connection with the above, of for alleged unfair competition resulting from similarity in design, trademarks, or appearance of the materials or equipment. Seller shall further indemnify and hold Buyer, its subsidiaries, affiliated companies, agents and vendors harmless from any and all expenses, losses, claims, royalties, profits, and damages, including court costs and attorneys’; fees, resulting from the bringing of such suits or proceedings or the threat thereof and from any settlement, decree or judgment therein. Buyer reserves the right to control any such suit or proceeding.

4. Cover; Delivery. In case of default by Seller, Buyer may obtain materials and services from other sources and hold Seller responsible for any damages occasioned thereby. The dates of delivery and quantities specified herein are of the essence for this order and delivery must be effected within the specified time period. If deliveries are not made on time and in the quantities specified, Buyer reserves the right to cancel and to purchase the materials and/or services elsewhere and hold Seller accountable therefore. Seller shall cooperate with Buyer in respect to all customs formalities applicable to the import or export of the materials, shall be responsible for determining proper import or export classifications, and shall provide Buyer documentation to Buyer’s satisfaction for such classifications.

5. Prices. Orders shall not be filled at prices higher than those quoted or charged to Buyer or specified herein. Unless otherwise agreed in writing, prices are all inclusive and include, without limitation packaging, labeling, crating, taxes, tariffs, and duties. Unless otherwise agreed in writing, all prices include shipping and delivery. Prices may not be increased by Seller.

6. Inspection and Rejection. Materials are subject to inspection, test, and acceptance by Buyer and the ultimate purchaser. Buyer shall have a reasonable number of days from the date of arrival to inspect the materials and notify Seller of any non- conformity to the order specifications (including quantity and delivery dates). Such inspection may not occur until final sale of the materials to Buyer’s customers. Buyer reserves the right to reject any material, even after delivery and inspection at customer’s site, which does not fulfill the specifications of the order or time of delivery and (i) return rejected materials to Seller at Seller’s risk and expense for full credit at the order price without prejudice to any right to other damages for such breach, (ii) to require Seller at Seller’s expense to replace rejected materials at the unit price of this order, or (iii) consider this order breached as to the rejected quantity and cancelled as to any unfulfilled portion of this order, and to hold Seller liable for such breach and cancellation. Seller is not relieved of the responsibility imposed by this clause, either as to proper packaging, quantity of materials or specifications, by reason of acceptance by Buyer.

7. Choice of Law; Jurisdiction. This agreement between Buyer and Seller shall be construed, and the respective rights and duties of Buyer and Seller shall be determined, according to the laws of the State of Illinois, without giving effect to its principles of conflicts of laws. The United Nations Convention on the International Sale of Goods is expressly excluded. Buyer consents to the exclusive jurisdiction of the Courts of the State of Illinois located in Cook County, Illinois and the United States District Court for the Northern District of Illinois for any action or proceeding arising out of, or in connection with, each Contract and any other documentation between Seller and Buyer for the Products. Seller specifically waives any and all objections to venue in such courts.

8. Payment and Invoicing. Invoices and bills of lading showing full routing should be dated and mailed at the time of shipment and a separate invoice must be made for each destination showing point of shipment and how shipped. Invoices bearing transportation charges must be supported with attached original receipted transportation bills and, in the case of consolidated carload shipments, must show weight and rate. The discount period, if any, stated in the face of the purchase order shall be calculated from the date of receipt by Buyer of a proper invoice from Seller.

9. Assignment. Seller may not assign this purchase order or any of Seller’s obligations hereunder without Buyer’s written consent.

10. Insurance. Seller shall maintain at its own expense at all times while performing hereunder occurrence-based liability insurance and product-liability insurance with a reputable and financially responsible carrier(s) satisfactory to Buyer for coverage in commercially reasonable amounts, and all other insurance required by applicable law. Seller shall furnish insurance certificates as directed by Buyer, satisfactory in form and substance to Buyer, showing the above coverages, and providing for at least 10 days prior written notice to Buyer by the insurance company of cancellation or material modification.

11. Seller's Representatives. If Seller’s employees, subcontractors, consultants, or other representatives under Seller’s control perform any services at Buyer’s premises or at Buyer’s direction at the premises of others, (i) such persons shall comply with all rules and regulations of such premises and (ii) Seller shall keep materials and the premises on which the work is performed free and clear of all liens for material and labor incident to the performance of Seller’s services hereunder.

12. Termination. In the event of (i) any proceeding voluntary or involuntary in bankruptcy or insolvency by or against Seller, or in the event of an appointment of a receiver or assignee for the benefit of creditors, with or without Seller’s consent, or (ii) any change in control and/or ownership of Buyer, Buyer may cancel any unfilled part of this order without any liability whatsoever on Buyer’s part. In addition, Buyer may terminate all or any portion of Buyer’s agreement with Seller at any time, with or without cause, upon thirty (30) days written notice to Seller.

13. Buyer's Property. All tools, dies, patterns, designs, molds, drawings, specifications, and other data or papers, and the like furnished by Buyer to Seller in connection with this order by Buyer remains the property of Buyer. In the event materials furnished by Buyer to Seller include any intellectual property of Buyer, Seller is granted a non-exclusive, non-transferable, non- sublicenseable and non-assignable license required only for the production of materials under this order, and shall use Buyer’s intellectual property only for that purpose. Except for this license, no right, interest, ownership or privilege of use of Buyer’s intellectual property shall inure to the benefit of Seller.

14. Entire Agreement. These Terms and any other terms and conditions, attachments, exhibits or supplements expressly referenced on the face of any valid purchase order issued by Buyer, constitute the entire agreement and contract between Buyer and Seller with respect to the matters contained herein and therein and supersede all prior oral or written representations and agreements. Except as otherwise provided in these Terms, the agreement between Buyer and Seller may only be modified by a written agreement signed by Buyer.

15. No Waiver. Waiver by Buyer of any of the terms or conditions of the parties agreement shall be effective only if in writing and signed by Buyer, and shall not constitute a waiver of such terms as to any subsequent events or conditions, whether similar or dissimilar. No course of dealing or custom in the trade shall constitute a modification or waiver by Buyer of any rights.

16. Setoff. Buyer shall have the right to recoup or setoff, as the case may be, against payments due to Seller.

Rev. March 2025