These terms and conditions and associated or identified documents are issued by E&E Manufacturing Company., a Michigan limited liability company (the Buyer”), and will apply to all orders and agreements (the “Purchase Order”) issued to the supplier identified in Buyer’s Purchase Order (the “Seller”) for the supply of all parts and materials, both production and non-production, and all services (collectively the “Goods”).

1) OFFER, ACCEPTANCE, AND MODIFICATION: This Purchase Order is an offer to Seller by Buyer to enter into the purchase/supply agreement. Seller has read and understands this order and agrees that Seller’s written acceptance or commencement of any work or service pursuant to the Purchase Order shall constitute Seller’s acceptance of these terms and conditions only. This Purchase Order, including all referenced agreements, attachments, exhibits and other documents, shall constitute the entire agreement between the parties concerning the supply of the Goods, and this Purchase Order shall supercede all prior agreements and discussions whether oral or in writing. The Purchase Order may only be accepted upon these express terms and conditions without modification. The Purchase Order shall not include and Buyer expressly rejects any terms or conditions contained in any Seller purchase order or confirmation document without written acceptance of such terms and conditions by Buyer. This Purchase Order may only be modified by a written purchase order amendment/Alterations issued by Buyer.

2) PACKAGING, MARKING AND SHIPPING: Seller agrees to (a) properly pack, mark and ship Goods in accordance with the requirements of Buyer and involved carriers in a manner to secure lowest transportation cost; (b) to route shipments in accordance with instructions from Buyer’s traffic department; (c) to make no charge for handling, packing, marking, storage, shipping/transportation or drayage of Goods or for materials used therein, unless otherwise stated in this Purchase Order; (d) to provide with each shipment packing slips with Buyer’s Purchase Order number marked thereon; (e) to properly mark each package with this Purchase Order number, the factory, the plant and dock number, and when multiple packages comprise a single shipment, to consecutively number each package, and (f) to obtain a straight bill of landing with Buyer’s Purchase Order number marked thereon and retain the original bill of lading for a period of three years from the date of shipment unless otherwise directed by Buyer. Seller shall promptly forward a copy of the bill of lading or other shipping receipt for each shipment in accordance with Buyer’s instructions. Seller will include on bills of lading or other shipping receipts correct classification identification of the Goods shipped in accordance with the Buyer’s instructions and carrier requirements. The marks on each package and identification of the Goods on packing slips, bills of lading and invoices shall be sufficient to enable a Buyer to easily identify the Goods purchased. Seller shall reimburse Buyer for all expenses incurred by Buyer as a result of improper packaging, marking, routing, or shipping. Seller shall deliver the Goods F.O.B. Buyer’s plant, and Seller shall bear the risk of loss and be responsible for loss, damage, and injury that results from, or occurs during, shipping of the Goods whether by Seller’s vehicles or by the designated carrier.

3) DELIVERY SCHEDULES: Deliveries shall be made both in quantities and times specified in Buyer’s schedules. Buyer shall not be required to make payment of Goods delivered to Buyer which are excess of quantities specified in Buyer’s delivery schedules. Buyer may change rate of scheduled shipments or direct temporary suspension of shipments, neither of which shall entitle Seller to a modification of price for Goods or services covered by this Purchase Order. For Purchase Orders of Goods where quantities and/or delivery schedules are not specified, Seller shall deliver Goods in such quantities and times as Buyer may direct in subsequent releases.

4) PREMIUM SHIPMENTS: If Seller’s acts of omissions result in Seller’s failure to meet Buyer’s delivery requirements and Buyer requires a more expeditious method of transportation for the Goods than the transportation method originally specified by the Buyer, Seller shall, at Buyer’s option (a) promptly reimburse Buyer the difference in cost between the more expeditious method and the original method, (b) allow Buyer to reduce its payment of Seller’s invoices by such difference, or (c) ship the Goods as expeditiously as possible at Seller’s expense and invoice Buyer for the amount which Buyer would have paid for normal shipment.

5) BILLING AND FLSA CERTIFICATION: Payment terms will be specified on the face of this Purchase Order or if not stated, shall be on the 25th day of the month following Buyer’s receipt of proper invoice (except as may otherwise be agreed upon by Buyer and Seller in connection with a program providing for electronic funds transfer).Seller agrees to promptly render, after delivery of Goods or performed services, correct and complete invoices to Buyer and to accept payment by check, or at Buyer’s discretion, other cash equivalent including electronic transfer of funds. Time for payment shall not begin until correct and complete invoices are received, and Seller’s cash discount to Buyer shall be extended until such time as payment is due. As applicable for tooling orders, the time for payment for tools will not begin until after successful submission and approval of production samples and PPAP submission via QS-9000 procedures. Seller’s invoice must include a certification that all Goods were produced in compliance with the applicable requirements of section 6,7, and 12 of the Fair Labor Standards Act, as amended, and associated regulations and orders of the Unites States Department of Labor. Buyer may withhold payment pending receipt of evidence, in such form and detail as Buyer may direct, of the absence of any liens, encumbrances and claims on the Goods or services under this Purchase Order.

6) SALES AND USE TAXS: Unless specified, Seller shall not charge to Buyer state or local sales or use taxes on production Goods. Buyer will use such Goods for resale or in industrial processing or manufacturing. If Buyer notifies Seller of its permit number, Seller shall not charge to Buyer sales or sue taxes on purchased prototype, ex