DELIVERY – Unless otherwise expressly specified in the P.O., all shipments of Products by Seller to Buyer shall be made FOB destination point. Seller shall deliver the Products and/or complete the work specified in the P.O. on or before the applicable “Delivery Date” indicated in the P.O., provided, however, that Buyer, in its sole discretion, may refuse to accept Products delivered more than two (2) weeks prior to such Delivery Date. Time is of the essence in the performance of Seller’s obligations under the Agreement.  Seller is responsible for insuring shipments and will not be responsible for the cost of any insurance purchased by Seller covering shipments hereunder.

TITLE & RISK OF LOSS – Seller warrants that is has good title to the Products, free and clear from any security interest, lien, or other encumbrance. Title and risk of loss or damage to the Products shall pass to Buyer upon delivery to the destination point, subject to Buyer’s right to reject non-conforming Products.  Notwithstanding the foregoing, risk of loss of any non-conforming Products or deliveries shall remain with Seller unless and until Buyer finally accepts such Products or deliveries.

INSPECTION & ACCEPTANCE – Final inspection of Products shall be made at Buyer’s factory unless otherwise specified deliver on P.O. Buyer shall either accept or reject all or any part of the Products within ten (10) days of receipt of the Products. Any non-conformity in any Products or work shall be deemed, in Buyer’s sole discretion, to substantially impair the value of the Agreement and Buyer, at Buyer’s option, may accept or to reject such Products or to revoke any prior acceptance of the Products.

At Buyer’s option, Buyer may return non-conforming Products or work to Seller, at Seller’s cost, or Buyer may modify or adapt non-conforming Products or work to render it acceptable.  If Buyer elects to return such non-conforming Products or work, Seller shall issue a return authorization number for all non-conforming Products within twenty-four (24) hours after Buyer’s request, and the title of such non-conforming Products, and the risk of loss associated with them shall remain with the Seller.  If Buyer elects to modify or adapt non-conforming Products or work, Buyer may offset all costs incurred in performing any such modifications and adaptations against any and all amounts otherwise due to Seller or, at Buyer’s option, may bill Seller directly for such costs.

PRICE & PATMENT TERMS – The prices of Products delivered and work performed shall be as specified in the P.O. thereof. Buyer shall pay for Products accepted within the later of (a) thirty (30) days after Buyer’s acceptance of such Products or (b) thirty (30) days after receipt of Seller’s invoice thereof. Buyer shall have no obligation to pay for any Products or work that is rejected or as to which acceptance is revoked. Buyer is entitled to and shall receive the lower of Seller’s pricing or equal pricing for Products offered to another of Seller’s customer of equal quantity and quality.  If Seller issues a written quote which states a fixed price for the Products for a fixed period of time, Seller agrees to honor the quoted price for the stated period.

WARRANTIES – Seller warrants that all Products delivered and work performed under the Agreement shall be merchantable and free from defects in workmanship and material and fit for the purposes for which such Products or work is intended. Further, all Products delivered and work performed shall contain all new materials, shall strictly conform to the requirements stated in the P.O. and all other specifications furnished by Buyer therefore, and shall conform to Seller’s specifications to the extent such specifications are consistent with those provided by Buyer.  In addition, if the Products are to be re-sold to Buyer’s customers, any express written warranties provided by Seller for the Products may be assigned by Buyer to Buyer’s customers.

The foregoing warranties shall remain in effect for a period of five (5) years after Buyer’s acceptance of Products delivered or work performed, except that in the case of any latent defect or any defect caused or concealed by fraud or gross negligence or willful misconduct, the warranty period shall be extended until the expiration of five (5) years after Buyer’s actual discovery of such defect.  As a remedy for breach of any of the foregoing warranties, Buyer may elect, at Buyer’s option, to (a) the repair or replacement of non-conforming Products or work, which shall be accomplished by Seller at no charge to Buyer in accordance with Paragraph 4 above; (b) the modification or adaptation of the non-conforming Products or work at Seller’s expense in accordance with Paragraph 4 above; or © the return of the non-conforming Products or work to Seller and a full refund to Buyer of the aggregate purchase price paid therefore.

BUYER’S PROPERTY – All property manufactured, designed, or used by Seller in connection with its performance under the Agreement which is owned, furnished, or consigned by Buyer, or is specifically charged to or paid for by Buyer, including but not limited to materials, tools, dies, jigs, molds, patterns, fixtures, equipment, drawings, specifications and other technical documentation (the “Property”) shall be and remain the property of Buyer and shall be considered “Work For Hire”. Unless already so marked by Buyer, Seller shall identify and conspicuously mark all Property as belonging to Buyer and, upon request, shall furnish Buyer a list of all Property being held by Seller. Seller furthers agrees that such Property shall be used only for the benefit of Buyer and may not be sold to, used by, or provided to any other party, including Seller, without the express written consent of Buyer.

All Property shall be used only for Seller’s performance under the Agreement and held at Seller’s risk and insured at Seller’s sole expense in an amount equal to its replacement cost, with loss payable to Buyer.  Buyer may inspect and/or remove any Property at any time at no charge to Buyer, and Buyer shall have reasonable access to Seller’s premises for such purpose.  Seller shall return such Property to Buyer upon Buyer’s demand at Seller’s sole expense.

INTELLECTUAL PROPERTY RIGHTS – Seller agrees to promptly disclose to Buyer and upon request to assign to Buyer, each invention conceived or first actually reduced to practice during the performance of the Agreement. Further, Seller hereby grants to Buyer a royalty-free, non-exclusive, unrestricted, irrevocable, world-wide license to use, duplicate, or disclose for any purpose whatsoever and to authorize others to do so, all data and information (including by not limited to writings, recordings, pictorial reproductions, drawings, computer programs, other graphic representations and works of any similar nature) required to be furnished and/or actually furnished to Buyer under Agreement.

CONFIDENTIALITY & PUBLICITY – Except as necessary for its performance under the Agreement, Seller shall not disclose to any person or entity (including but not limited to any person or entity affiliated with Seller and any consultant or independent contractor of Seller), reproduce, or use any information furnished by Buyer under the Agreement (whether or not marked as confidential or proprietary), and, at Buyer’s request, Seller shall return all such information to Buyer. Further, Seller shall not issue any news release, advertisement, publicity, or promotional material regarding the Agreement or Seller’s relationship with Buyer without Buyer’s prior written consent.  The provision of this Paragraph shall survive the termination or cancellation of any or all P.O.s under the Agreement.

CHANGES – Buyer may at any time instruct Seller to make changes within the general scope of the Agreement in any of the following: (I) Buyer’s drawings, designs, or specifications furnished to Seller; (ii) Seller’s method of shipment or packing; (iii) the quantities of Products ordered; (iv) the place of delivery; and/or (v) the delivery schedule. If any such change causes an increase or decrease in the cost of, or time required for, performance under the Agreement, Seller shall have twenty-for (24) hours to request an adjustment sin the price and/or delivery schedule for Products directly affected by Buyer’s changes.  To the extent that Buyer agrees to such adjustments, Buyer will revise the P.O. accordingly.  Any requests by Seller for adjustments under this Paragraph shall be deemed waived if not asserted within such 24-hour period, and failure to agree to an adjustment shall not excuse Seller from performing in accordance with the revised P.O. In the event that Seller makes changes in its design, manufacturing process, or specifications that affect Products to be delivered or work to be performed under the Agreement, even if such changes do not materially alter the form, fit or function of such Products or work.  Seller shall inform Buyer of such changes not less than thirty (30) days before the Delivery Date in the P.O. specified for the Products.

TERMINATION & CANCELLATION – Unless otherwise provided in a written agreement executed by Seller and Buyer, Buyer may terminate any P.O. or any portion thereof upon giving notice to Seller of such termination not less than two (2) business days prior to the earliest applicable Delivery Date set forth in the P.O.  Within ten (10) business days after receiving notice of such termination, Seller shall advise Buyer in writing of any cancellation charges it desires to impose as a direct result of such termination.  To the extent such charges are deemed reasonable, in Buyer’s sole discretion, Buyer will pay such cancellation changes within thirty (30) days after the date of the Seller’s written request therefore.  Any request by Seller for cancellation charges shall be deemed waived if not assessed within ten (10) business days after Buyer’s termination notice.

Notwithstanding the foregoing, Buyer may cancel any P.O. or portion thereof without cost at any time upon notice to Seller if Seller fails to timely perform any of its obligations under the Agreement and such failure is not cured within two (2) business days after written notice of such failure is delivered to Seller.

APPLICABLE LAW – The Agreement shall be governed by, and construed under, the laws of the State of Illinois, without regard to any conflicts of laws principles or provisions. All disputes arising in connection therewith shall be heard only by a state or federal court of competent jurisdiction located in Quincy, Adams County, Illinois.  The prevailing party in any legal proceeding shall be entitled to recover its reasonable attorneys’ fees and costs incurred in connection therewith.

MISCELLANEOUS PROVISIONS – No addition or modification of the Agreement shall be effective unless made in writing and signed by the respective representatives of Seller and Buyer.  Any delay or failure to enforce at any time and provision of the Agreement shall not constitute a waiver of the right thereafter to enforce each and every provision thereof.  If any of the provisions of the Agreement is determined to be invalid, illegal, or otherwise unenforceable, the remaining provisions shall remain in full force and effect.  The rights and remedies expressly provided to Buyer herein are not exclusive, but are cumulative and in addition to any other rights and remedies available at low or in equity.

NOTICES – Seller shall place Buyer’s applicable P.O. number on all notices, correspondence, invoices, packing slips and packages pertaining to the Products and this Agreement. All notices to Buyer, other than invoices required by this Agreement, shall be sent, in writing, via:  (1) email to legal@craigindustries.com with a “read receipt”; (2) fax with confirmation to the attention of “Legal Department”; or (3) mail return receipt requested, to the attention of Legal Department at 401 Delaware St., Quincy, IL 62301.

INSURANCE – Seller shall obtain and maintain at all times from the date it first begins to sell Products to Buyer until 3 years after its last delivery of Products, insurance coverage in amounts not less than the following (a) Workers’ Compensation – Statutory Limits for the state or states where the manufacture, design, installation and service of the Product are to be performed (or evidence of authority to self-insure by Seller); (b) Employer’s Liability – $1,000,000 per accident, $1,000,000 Bodily Injury by Disease Policy Limit and $1,000,000 Bodily Injury by Disease Per Employee, (c) General Liability (including  General Aggregate, $1,000,000 per occurrence/$2,000,000 aggregate; and (d) Excess/Umbrella Liability $10,000,000 Seller’s insurance shall be primary and not over or contributing with any insurance purchased or maintained by Buyer.  If requested by Buyer, a Waiver of Subrogation in favor of Buyer shall be included on Seller’s Commercial General Liability, Excess Umbrella Liability and Workers Compensation policies.  At Buyer’s request, Seller shall promptly furnish to Buyer certificates of insurance setting for the amount(s) of coverage, policy number(s) and date(s) of expiration for insurance maintained by Seller.  Such certificate(s) shall name Craig Industries, Inc. as an Additional Insured, and shall require the insurer to give Buyer 30 day’s prior written notice of any termination, reduction in the amount, or scope of coverage under any policy.  Seller’s purchase of appropriate insurance coverage or the furnishing of certificates of insurance shall not release Seller of its obligations or liabilities under this Agreement.  In the event of Seller’s breach of this Paragraph Buyer shall, regardless of any term to the contrary contained in this Agreement, have the right to immediately terminate this Agreement without liability to Seller. Seller agrees that Buyer’s failure to request or obtain certificates of insurance from Seller shall not relieve Seller of its obligations to provide the coverage noted in this Paragraph.

INDEMNIFICATION – Seller and Buyer recognize that the burden of defending against product liability allegations, whether or not meritless or frivolous, should be borne by the party whose alleged negligence, wrongdoing or defective product is at issue, regardless of whether it is a party to the particular litigation. The parties also recognize that, under existing law, there are circumstances where a claimant may sue only one party even though the defect, wrongdoing or negligence alleged is the principal responsibility of the other party. The parties also recognize that this results in the named defendant bearing more than its fair share of the cost of the litigation. In order to avoid possible controversy between the parties as to which shall defend such litigation, or bear the cost of defending such litigation, including the cost of settlements or verdicts, the parties agree as follows:

• Indemnification By Seller –  With respect to any Product supplied by Seller to Buyer here under, Seller shall indemnify, hold harmless and protect Buyer from any loss, damage or expense, including, without limitation, settlements, judgments, expert fees and reasonable attorney fees, resulting from or related to lawsuits, complaints or claims against Buyer for property damage, personal injury or death where Buyer’s liability, if any, arises because of a defect in manufacture, assembly, materials or design of any Product for which Seller is responsible.

• Duty to Defend – Buyer shall promptly notify Seller of any lawsuit. complaint or claim, which Buyer has reason to believe, may be covered by this indemnity provision. If the claimant’s sole allegation against Buyer is that Buyer is strictly liable for a defect for which Seller alone is responsible, and if a good faith investigation discloses no basis for Buyer’s liability other than the allegations in the lawsuit, complaint, or claim, Seller shall assume Buyer’s defense upon Buyer’s request, Buyer, and/or its product liability insurance carrier, shall cooperate fully in defense of the action, as Seller and/or its product liability insurance carrier may reasonably require Seller shall have the right to assume Buyer’s defense at any time, provided that Seller acknowledges Buyer’s right to indemnity, under this provision.

•  Indemnification by Buyer – With respect to any Product purchased by Buyer hereunder, Buyer shall indemnify, hold harmless and protect Seller from any loss. damage or expense, including, without limitation, settlements, judgments. expert fees and attorneys’ fees. resulting from or related to lawsuits, complaints or claims against Seller for property damage, personal injury or death, where Seller’s liability, if any, arises solely from Buyer’s (i) installation of any Product on another third party product manufactured or purchased by Buyer, or (ii) service or repair made to any Product that is not compliant with the corresponding written installation, service or repair guidelines, if any, provided by Seller, or (iii) improper modification of any Product whether before or after installation.

• Buyer’s Duty to Defend – Seller shall promptly notify Buyer of any lawsuit, complaint or claim that Seller has reason to believe may be covered by his indemnity provision. If Seller’s alleged liability arises solely from Buyer’s (i) installation of any Product on another third party product manufactured or purchased by Buyer, or (ii) service or repair made to any Product that is not compliant with the corresponding written installation, service or repair guidelines, if any, provided by Seller, or (iii) improper modification of any Product whether before or after installation, and if Buyer’s good faith investigation discloses no basis for Seller’s liability other than the allegations in the lawsuit, complaint, or claim, Buyer shall assume Seller’s defense upon Seller’s request. Seller and/or its product liability carrier shall cooperate fully in the defense of the action as Buyer and/or its product liability carrier may reasonably require. Buyer shall have the right to assume Seller’s defense at any time, provided that Buyer acknowledges Seller’s right to indemnity under this provision.

• Cross-Claims or Third Party Complaint – Neither party shall file cross-claims or third-party complaints against the other without written notice to the other in advance. Where practicable, the notice should be given sufficiently in advance to allow thorough discussion of alternatives to such filing.

• Contributions to Settlement – In the appropriate case the parties shall, where settlement is or may be warranted, make a reasonable effort to agree upon the amount each party shall contribute to settlement, based upon the nature of the allegations asserted by the plaintiff(s). For purposes of example only, if the case involves an allegation that Buyer’s installation of the Product is defective, a reasonable allocation would require the Buyer to contribute all or most of any settlement amount. If, however, the allegation is that a component of the Product supplied by Seller is defective, a reasonable allocation would require Seller to contribute all or most of any settlement amount. It is recognized that there shall be cases of multiple allegations with respect to each party and that allocation of responsibility shall be dependent on the circumstances of the case.

• Contributions to Adverse Judgment – If the case, for any reason, does not settle, the parties shall, in advance of trial, make a reasonable attempt to agree upon the extent to which each party shall contribute to satisfy any adverse judgment or verdict that may be returned, based upon the principles set forth in the preceding paragraph. Based on these principles, the parties shall likewise attempt to agree upon the extent to which each shall contribute to the cost of defending the litigations, including attorney’s fees.

• Unilateral Settlement; Notifying Other Party – In cases where both parties are named defendants, neither party shall unilaterally enter into a settlement agreement without giving reasonable notice to, and consulting in advance with, the other party.

TRADEMARKS – Neither party shall use the trade names or trademarks (individually and collectively “Marks”) of the other party hereto, whether in marketing materials, press releases or otherwise, except with the prior written consent of the other. Further, Seller shall not establish a URL or register any domain name or otherwise that uses any Buyer Marks, or any variation thereof. Any written permission given hereunder will constitute a limited, but revocable, license to use the Marks for the purpose identified in such written permission.

INDEPENDENT CONTRACTOR – Seller is an independent contractor and is solely responsible for its employees, agents and representatives and all federal, state or other taxes arising from its operations including the manufacture, design, marketing, sale, delivery, installation, service and repair of the Products. Except for the specific obligations described in this Agreement, nothing in this Agreement shall be deemed to constitute, create, give effect to or otherwise recognize a joint venture, partnership or business entity of any kind, nor shall anything in this Agreement be deemed to constitute Seller as the agent or representative of Buyer.

REPRESENTATIONS – By its sale of Products here under, Seller represents and warrants (i) that Seller does and will comply, without limitation, to all applicable federal, state, or local laws, orders, regulations, directions, restrictions, and limitations (whether currently in effect or as hereinafter amended, supplemented, replaced or newly enacted) of any governmental entity having jurisdiction over Seller’s manufacture, design, marketing, sale, delivery, installation and/or repair of the Products, (ii) Seller’s facilities where the installation and servicing of the Products is to be performed shall comply with all applicable local, state and federal laws, ordinances, rules, regulations, and standards, as may be amended, expanded or enacted from time to time, which may include securing and maintaining at Seller’s own cost and expense the necessary permits and licenses required to manufacture, design, market, sell, deliver, install, service and/or repair the Products; and (iii) that it shall, at Seller’s own cost and expense, be solely responsible for complying with all applicable certification, labeling reporting and recall requirements of any local, state or federal agencies that regulate the Products or, without limitation, the manufacture, design, marketing, sale, delivery, installation, servicing or repair of Products (except, however, Seller shall not be responsible for any recall costs or expenses that arise solely from Buyer’s improper installation of the Product). Further, Seller represents and warrants that the person accepting the P.O. which is a part of the Agreement is Seller’s authorized representative and has the authority to enter this Agreement with Buyer for the purchase of Products.

TAXES – If Seller’s prices on Seller’s invoices include sales, use excise, or similar taxes, in addition, Buyer shall pay as part of the Products’ purchase price any present or future sales, use, excise, value added, or other similar tax applicable to the manufacture, design, marketing, sale, price, delivery, installation, service, repair or use of the Products sold, unless Buyer provides to Seller a tax-exemption certificate acceptable to the taxing authority.  If Seller’s price or Seller’s invoice do not include such taxes, they shall be paid by Seller.