The terms and conditions set forth in these Terms and Conditions of Purchase (“Terms and Conditions”) apply to all purchases of Goods and/or Services by TruCut and the delivery or all Goods and/or Services to TruCut, whether specifically referenced in or incorporated by any other forms exchanged by TruCut and Seller.

1. Definitions. The terms below shall have the definitions stated below for purposes of these Terms and Conditions.

• 1.1. “Agreement” means, collectively, the terms and conditions contained in these Terms and Conditions and in the Purchase Order. The Agreement constitutes the sole and entire agreement of the parties and supersedes all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral, with respect to the subject matter of the Purchase Order. In the event of any conflict between these Terms and Conditions and the terms or conditions set forth in a Purchase Order, the terms set forth in the Purchase Order will control.
• 1.2. “Goods” means all parts, systems, components, products, and/or raw materials that TruCut orders and Seller supplies to TruCut, as identified in the Purchase Order.
• 1.3. “Purchase Order” means a document issued by TruCut to Seller, in paper or electronic form, for the purchase of Goods and/or Services. For purposes of the Agreement, “Purchase Order” also includes any and all releases against the Purchase Order and any specifications, drawings, exhibits, and/or schedules transmitted with, attached to, or referenced in the Purchase Order. If the Purchase Order is issued as a blanket purchase, the total blanket purchase quantity is an estimated volume and not a commitment to purchase, and Seller and TruCut will only be obligated with respect to the specific quantity(ies) and delivery date(s) identified in the written release(s) issued by TruCut against the Purchase Order. Further, any forecasts provided by TruCut are estimates for reference only and do not constitute binding commitments by TruCut to purchase.
• 1.4. “Seller” means the party agreeing to sell Products or Services to TruCut, identified as the Seller or Vendor in the Purchase Order.
• 1.5. “Services” means any work performed by, or to be performed by, Seller such as, but not limited to, design, engineering, manufacturing, assembling, packing, distribution, or other services, as identified in the Purchase Order.
• 1.6. “TruCut” means TruCut Incorporated or any other TruCut entity identified on the Purchase Order that is purchasing or receiving the Goods or Services identified on the Purchase Order.
• 1.7. “TruCut Material” means any raw materials, components, supplies, or other materials provided to Seller by TruCut, to be used by Seller in manufacturing Goods or performing Services, and includes any scrap generated from operations on such materials (but excludes material which is the subject of an actual invoiced sale from TruCut to Seller and for which Seller has actually paid).
• 1.8. “TruCut Property” means any tooling, gauging, equipment, patterns, TruCut Material, and other property that TruCut directly or indirectly furnishes to or purchases from Seller, or for which TruCut directly or indirectly reimburses Seller.

2. Acceptance; Agreement Controls.

• 2.1. Seller acknowledges that it has read and understands these Terms and Conditions. A Purchase Order constitutes an offer by TruCut to purchase Goods and/or Services at the quantity(ies), price(s), and delivery date(s) stated in the Purchase Order, and subject to these Terms and Conditions. Seller will be deemed to have accepted the Agreement, including these Terms and Conditions, if Seller: (a) acknowledges the Purchase Order, assents to the Agreement or these Terms and Conditions in writing, or clicks an “accept” or a similar button on TruCut’s or Seller’s electronic site; (b) commences work on, delivers or performs any of the Goods or Services; (c) accepts any payment from TruCut for the Goods or Services; or (d) takes any other action evidencing Seller’s acceptance of the benefits of any part of the Agreement.
• 2.2. TruCut expressly rejects and objects to any terms and conditions proposed by Seller that are additional to or different from the terms contained in the Agreement, whether in a proposal, quotation, acknowledgment, invoice, delivery receipt, on Seller’s website or e-commerce site, or any other communication from Seller. No Such different or additional terms will be a part of the Agreement. TruCut’s act of accepting or paying for any shipment of Goods or completed Services will not constitute acceptance of any of Seller's additional or different terms or conditions.
• 2.3. If the Agreement relates to a prime contract with or a subcontract for the U.S. Government, Seller agrees that it will comply with any and all flow-down clauses and other provisions as may be set forth in a Government Contracts Supplement issued by TruCut, along with any other provisions in the prime contract or subcontract that must be flowed down to Seller, each of which will also form part of and be incorporated in the Agreement.

3. Delivery and Shipment.

• 3.1. Seller shall deliver the Goods and Services in accordance with the delivery terms set forth in the Purchase Order. If not stated in the Purchase Order, delivery terms are Delivered Duty Paid (DDP) at the designated TruCut facility. Seller shall deliver all Products and Services on the dates and in the quantities specified in the Purchase Order. Timely delivery of the Goods and Services is of the essence, and Seller shall not give any other customer priority over TruCut in the allocation of Seller's production or delivery of Goods and Services. Seller may not withhold delivery of Goods or Services for any reason without TruCut’s prior written consent of TruCut. TruCut may reject any Goods or Services not delivered on time (whether early or late) and return such Goods and Services to Seller, at Seller’s risk and expense.
• 3.2. Seller shall properly pack, mark, ship, and route the Goods in accordance with the requirements of TruCut and the carriers and in accordance with all applicable laws and regulations. If no specific requirements are stated in the Purchase Order, Seller shall pack, mark, ship, and route the Goods in accordance with best commercial practices designed to prevent loss or damage due to weather, transportation, and other causes. Unless otherwise specified in the Purchase Order, Seller shall include in each shipment one or more packing slips identifying the Purchase Order number, shipment date, itemized list of contents using TruCut’s or the carrier’s required classification of the Goods. Seller shall mark each package and shipping document such that TruCut can easily identify the Goods contained therein. TruCut’s count or weight of any shipment will be final and conclusive. Seller shall promptly send TruCut a notice of shipment on the shipping date, and Seller will be responsible for all demurrage charges and other expenses incurred as a result of Seller’s failure to do so.
• 3.3. If Seller has reason to believe that a delivery of Goods or Services will not be timely, or Seller experiences an actual delay, Seller shall promptly send written notice to TruCut stating the cause and expected duration of the delay. During the period of any delay, Seller shall take commercially reasonable steps to mitigate the effects of the delay on TruCut and minimize disruption of supply to TruCut, including treating TruCut no less favorably than any of its other customers if Seller is required to allocate goods or resources among its customers. In the event of such anticipated or actual delay, or if Seller threatens to suspend delivery for any reason, TruCut may, in addition to all other available remedies, take one or a combination of the following actions: (a) direct Seller to ship Goods using an expedited method of transportation such as express air freight, at Seller’s sole cost and expense; (b) acquire substitute Goods or Services from other sources; (c) refuse to accept, cancel, or reduce the quantities under the Purchase Order, at no cost and without any liability to TruCut; or (d) accept the Goods or Services. In all such events, Seller will be liable for and shall indemnify TruCut against any and all losses, claims, damages, and reasonable costs and expenses, including incidental, indirect, consequential, and special damages, caused by or attributable to Seller’s failure to timely deliver the Goods and Services.

4. Title and Risk of Loss. Risk of loss and damage to the Goods remains with Seller until the Goods are delivered to the designated TruCut facility in accordance with the delivery terms. Notwithstanding the preceding sentence, TruCut accepts the Goods on consignment: (a) risk of loss and damage to the Goods, and responsibility for insuring the Goods against loss and damage, remains with Seller until such time as TruCut either resells the Goods or uses the Goods in production (referred to as the “end of the consignment period”); (b) title to the Goods remains with Seller, and TruCut has an absolute right to return the Goods, through the end of the consignment period; and (c) title to the Goods passes to TruCut at the end of the consignment period.

5. Prices and Payment.

• 5.1. The price of the Goods and Services is the price stated in the Purchase Order (“Price”), which is the sole amount payable by TruCut to Seller or any third party for the Goods or Services. The Price includes all packaging, transportation, costs, insurance, customs duties and fees, and applicable federal, state, and local taxes (other than sales or value added taxes). Seller shall issue invoices to TruCut for any sales or value added taxes that Seller is required by law to collect from TruCut, in a form sufficient to permit TruCut to make appropriate deductions for income tax purposes. Seller shall provide TruCut with all information and documentation required under applicable Laws to enable TruCut to recover any sales, value added, or similar turnover taxes. No increase in the Price or surcharge will be effective, whether due to increased material, labor, or transportation costs, or otherwise, without TruCut’s prior written consent (in TruCut’s sole and absolute discretion).
• 5.2. Seller shall issue invoices to TruCut upon or after the date of receipt of the Goods at TruCut’s designated facility, or upon completion of Services, or at the end of the consignment period (as applicable). All invoices must include TruCut’s Purchase Order number, and Seller must include with each invoice all necessary or required bills of lading and other shipping receipts or documents necessary to release the Goods to TruCut. Unless otherwise stated in the Purchase Order, payment terms for undisputed invoices are net 30 days from the date of TruCut’s receipt of an accurate and properly prepared invoice (including all required supporting documents). In addition to any right of setoff or recoupment provided by law or in equity, all amounts due to Seller shall be considered net of any indebtedness of Seller and its affiliates to TruCut and its affiliates, and TruCut shall have the right to set off against or to recoup from any amounts due to Seller and its affiliates from TruCut and its affiliates.

6. Changes. TruCut reserves the right to change any specifications, designs, drawings, quantities, and delivery schedules for the Goods and Services upon reasonable notice to Seller. If Seller thinks that any such change will affect the Price or delivery date for such Goods or Services, Seller must promptly (not later than 5 business days after notice of the change) notify TruCut in writing, which notice must include reasonable supporting documentation. TruCut and Seller will attempt to mutually agree on any supported equitable adjustments to Price and/or delivery resulting from such changes will modify the Purchase Order in writing to reflect any mutually agreed changes. Any claim by Seller for adjustment will be deemed waived and denied unless submitted to TruCut within said 5 business day period. Any Price increases or extensions of the delivery date proposed by Seller will not be binding on TruCut unless set forth in a writing issued and signed by an authorized representative of TruCut and accepted by Seller. While the parties attempt to negotiate any such changes, and if Seller and TruCut fail to mutually agree on an equitable adjustment for the change, Seller’s responsibility to comply with and perform the terms of the Purchase Order will not be altered or impacted, and Seller shall continue performing under the Agreement including the manufacture and delivery of Goods and performance of Services.

7. TruCut Property and Materials.

• 7.1. All TruCut Property is and will remain the property of TruCut and while in Seller’s possession or control will be held by Seller on a bailment basis. Seller waives any lien or other rights that Seller might otherwise have with respect to any item of TruCut Property, for work performed on or utilizing such property or otherwise. While TruCut Property is in Seller’s possession or control (including while in the possession of Seller’s agents and subcontractors), Seller bears the risk of loss, theft, damage, and destruction, and Seller will be solely responsible for the cost of repairing or replacing any such TruCut Property that is lost, stolen, damaged or destroyed. Seller shall maintain insurance sufficient to cover such risks. Without limiting the generality of the foregoing, Seller shall replace, by purchasing from TruCut at TruCut’s then current prices, any TruCut Material lost or damaged through spoilage, breakage, defective workmanship of Seller, or any other reason. While in Seller’s possession or control, Seller shall regularly inspect the TruCut Property and maintain it in good condition, working order and repair, at Seller’s sole cost and expense.
• 7.2. Seller shall use the TruCut Property solely for the purpose of fulfilling its obligations under the Agreement, and in compliance with TruCut’s and the manufacturer’s instructions. Seller shall not sell or offer to sell to any third party any products made with TruCut Property, except with TruCut’s prior written consent, which may be granted or withheld in TruCut’s sole and absolute discretion. Seller shall conspicuously mark the TruCut Property as being the property of TruCut. Seller shall not: (a) commingle the TruCut Property with the property of Seller or any third party; (b) move the TruCut Property from Seller’s facility where originally delivered, or provide or furnish the TruCut Property to any third party; (c) sell, lend, rent, encumber, pledge, lease, transfer, or otherwise dispose of the TruCut Property; (d) assert or allow any person claiming an interest through Seller to assert any lien (including a mechanics’ or suppliers’ lien) or claim of ownership in the TruCut Property; or (e) regard the TruCut Property or allow the TruCut Property to be regarded as real property or fixtures. TruCut may make public filings (including UCC-1 filings) to provide notice of TruCut’s ownership of the TruCut Property, and Seller shall cooperate with TruCut in connection with such filings.
• 7.3. TruCut makes no express or implied warranty or representation as to the fitness (generally or for any particular purpose), condition, merchantability, design, or operation of any item of TruCut Property. TruCut will not be liable to Seller for any loss, damage, injury, or expense of any kind or nature caused directly or indirectly by the TruCut Property or use of the TruCut Property by Seller or any of its employees, agents, contractors, subcontractors, or representatives.
• 7.4. Upon TruCut’s request, Seller shall promptly release or deliver the TruCut Property to TruCut at no charge to TruCut, failing which TruCut may enter Seller’s premises upon reasonable notice and take possession of the TruCut Property.

8. Quality. Seller shall promote continuous quality improvement and shall comply with TruCut’s required quality control standards for the manufacturing, packaging, and shipping processes for the Goods and the provision of the Services. In performing its obligations under the Agreement, Seller may not, without TruCut’s written consent (in TruCut’s sole and absolute discretion): (a) change the method or place of manufacture of any Goods or the provision of any Services; (b) substitute material from any other source for TruCut Material or alter the physical or chemical properties of TruCut Material, except in accordance with applicable TruCut specifications; or (c) otherwise change the materials, processes or sub-suppliers used in the manufacture of any Goods or the provision of any Services. Any requested change must follow TruCut’s standard process to determine acceptability. While performing any Services at TruCut’s facilities, Seller shall comply with TruCut’s rules and policies, including any environmental, health and safety rules and policies.

9. Right to Inspect and Audit Facility and Records.

• 9.1. Seller will permit TruCut and its representatives, consultants, and customers to enter Seller’s facilities at reasonable times and upon reasonable notice, to inspect the facilities, any TruCut Property, and to inspect and test any Goods, inventories, work-in-process, raw materials, machinery, equipment, tooling, fixtures, gauges, and other items and processes related to Seller’s performance of a Purchase Order. Seller shall cooperate in any such inspection. No such inspection will constitute acceptance by TruCut of any work-in-process or finished Goods.
• 9.2. Seller shall maintain adequate records of its activities related to any Purchase Order including, but not limited to, Seller’s performance or default under a Purchase Order and Seller’s ongoing ability to perform its obligations under the Agreement. Seller maintain such records for a period equal to the duration of the Purchase Order and for three (3) years following final payment for the Goods and/or Services covered by the Purchase Order. Upon reasonable notice, TruCut and its representatives and consultants will have the right to review and audit such Seller records.
• 9.3. TruCut will initially bear the cost of any such inspection or audit, but if the inspection or audit reveals a material non-compliance by Seller, then Seller will bear the full cost of the inspection and audit (and any follow-up inspection or audit), in addition to Seller bearing the cost to full correct the non-compliance.

10. Non-conforming Products and Services.

• 10.1. TruCut may, but is not required to, inspect the Goods upon arrival at the designated TruCut facility, and the Services upon completion. If TruCut reasonably suspects, prior to acceptance of the Goods, that any of the Goods do not conform to the Agreement, and if the Goods are needed by TruCut for urgent production, Seller shall promptly dispatch a rapid inspection team to the location where the Goods are stored to inspect the Goods to verify non-conformance, or procure the services of a third-party inspection service to perform such inspection, at Seller’s sole cost and expense.
• 10.2. If TruCut rejects any Goods or Services as non-conforming, TruCut may take one or a combination of the following actions: (a) reduce the quantity of Goods and Services ordered under the Purchase Order by the quantity of non-conforming Goods and Services and have Seller promptly issue a refund or credit to TruCut for the purchase price associated with the reduced quantity (or, at TruCut’s election, offset such amount against any amounts owed to Seller); (b) require Seller to repair, replace, or re-perform the non-conforming Goods and Services; or (c) accept the non-conforming Goods or Services, in which event Seller shall promptly reduce the invoiced amount by, or issue a credit or refund to TruCut, in such amount as TruCut reasonably determines to be the amount by which the value of the Goods or Services is diminished by such non-conformance (or, if Seller does not do so, to offset such amounts against any amounts owed to Seller). Seller shall promptly pay or reimburse TruCut for all costs incurred to inspect, sort, test, rework, replace, return, store, or dispose of non-conforming Goods or otherwise associated with the discovery of non-conformance (whether initiated by TruCut via issuance of an 8D DMR in TruCut’s Global Quality Tracking System (GQTS) or otherwise).
• 10.3. TruCut will hold non-conforming Goods for 15 business days from TruCut’s notice of rejection (or a shorter period if reasonable under the circumstances). If Seller does not inform TruCut in writing of the manner in which Seller desires that TruCut dispose of the non-conforming Goods within such 15 business day period, TruCut may dispose of the non-conforming Goods in any manner it sees fit, without liability to Seller, including arranging for shipment of the non-conforming Goods back to Seller at Seller’s expense. Seller shall bear all risk of loss and damage to non-conforming Goods.
• 10.4. None of the following will constitute acceptance by TruCut of non-conforming Goods or Services, nor limit or impair TruCut’s right to exercise any of its rights and remedies under the Agreement or applicable law, nor relieve Seller of its obligations (including warranty obligations) under the Agreement: (a) TruCut’s inspection of or failure to inspect the Goods or Services; (b) TruCut’s failure to reject non-conforming Goods or Services following receipt; or (c) TruCut’s payment for or use of the Goods or Services.

11. Warranties.

• 11.1. Seller represents and warrants to TruCut that the Goods and their components will: (a) be free from all defects in design, manufacture, workmanship and material; (b) conform in all respects to the most updated version of any descriptions, specifications, drawings, data and samples specified, provided, or referred to by TruCut; (c) be new and of the best quality and merchantable, safe, and fit for their intended purpose; (d) be free from defects in design, workmanship and material; (e) be free and clear of all liens, security interests, or other encumbrances; (f) conform to any statements made on the container, labels, or in advertisements; (g) conform to any applicable quality manual, standards, procedures, and requirements furnished by TruCut; (h) be adequately contained, packaged, marked and labeled; (h) comply with all applicable Laws and national and industry codes and standards.
• 11.2. Seller represents and warrants to TruCut that the Services will: (a) conform to TruCut’s (or its customers’) specifications and requirements; (b) be of the highest quality; and (c) be performed to the highest professional and workmanlike standards and in compliance with all applicable Laws.
• 11.3. In respect of any software that is incorporated in or forms a part of the Goods or Services, Seller represents and warrants that such software will not: (a) contain any element intentionally designed to impair, disrupt, disable, harm, or impede operation; (b) not contain or include any virus, malware, freeware, shareware, keystroke logger, secretive monitoring or access spy system, or any program or subroutine that places restrictions on TruCut’s ability to use and freely transfer; and (c) not infringe or misappropriate any third party's patent or other intellectual property rights.
• 11.4. The warranty period for all warranties set forth in this Section, except warranties as to liens, title, and latent defects, or unless otherwise specified in the Purchase Order, will be 24 months from the date of delivery to TruCut. With respect to warranties as to liens, title, and latent defects, the warranty period will be the useful or expected life of the Goods as reasonably determined by TruCut.
• 11.5. Upon a breach of any warranty in the Agreement, Seller shall promptly, at its sole cost and expense, repair or remedy the defect or other failure, replace the affected Goods, re-perform the affected Services or, at TruCut’s option, provide a refund to TruCut for any affected Goods and Services. Seller shall also reimburse and otherwise compensate TruCut (and its customers and the users of the Goods or services) for all direct, indirect, special, incidental, punitive, and consequential damages, including recall costs, line shut-down costs, and lost or anticipated profits and revenues in connection with such breach.
• 11.6. Seller agrees that all of the warranties set forth herein will survive delivery, inspection, acceptance, and payment of or for the Goods and Services and that all such warranties and the associated remedies will benefit and be enforceable by TruCut’s successors, assigns, and customers and by the users of the Goods or Services.

12. Indemnification by Seller. Seller shall indemnify, defend, and hold harmless TruCut and its parents, subsidiaries, affiliates, and customers, and each of their respective directors, officers, shareholders, members, managers, employees, agents, representatives, successors, and assigns against any and all actions, claims, demands, suits, judgments, decrees, liabilities, damages, losses, obligations, settlements, awards, penalties, fines, costs and expenses (including reasonable professional and attorneys’ fees), which relate to, arise out of, or occur in connection with: (a) any act or omission of Seller or its employees, subcontractors, agents, or representatives; (b) the performance of any Services by Seller or its employees, subcontractors, agents, or representatives, or their presence on TruCut’s or TruCut’s customers’ premises; (c) the use of the TruCut Property; (d) Seller’s breach of any representations, warranties, or obligations under the Agreement; (e) any product information, operating instructions, safety information or other information or materials relating to the Goods which were created by Seller or provided by Seller to TruCut or to purchasers or users of the Products; or (f) Seller’s failure to comply with applicable Laws. Seller’s indemnification obligations in this Section apply to, among other things, claims for injury to or death of persons (including employees of Seller, TruCut, or third parties), and damage to any property (including property of Seller, TruCut, or third parties), and regardless of whether claims arise under tort, negligence, contract, warranty, strict liability or any other legal theory. Seller’s indemnification obligations set forth in this Section shall apply regardless of whether any act, error, omission, or negligence of TruCut or its affliates or customers contributed thereto. The remedies provided in this Section are cumulative and will not limit Seller’s liability.

13. Insurance.

• 13.1. Seller shall maintain the following insurance at its own cost, with no less than the limits indicated: (a) Workers’ Compensation insurance for all its employees and sub-contracted employees to the full extent required by law; (b) Comprehensive General Liability insurance, including products liability, contractual liability, completed operations, and personal and advertising coverage, with a combined single limit of not less than $5,000,000 per occurrence for bodily injury, death, property damage, and personal injury, and such policy shall expressly cover Seller’s contractual liability under the Agreement; (c) Commercial Automobile Liability insurance with a combined single limit of not less than $1,000,000 covering owned, non-owned, and hired autos; (d) if Seller is providing consulting or engineering services, errors and omissions insurance with a combined single limit of not less than $1,000,000; and (e) any other insurance required by Law, reasonably requested by TruCut, or customary for a supplier in Seller’s position.
• 13.2. Seller’s insurance shall be primary and noncontributory with respect to any insurance maintained by TruCut. The insurance coverage required by this Section must be with insurance carriers with an A.M. Best rating of A or better. The policies required by 13.1(b) and 13.1(c) must name TruCut as an additional named insured. Upon TruCut’s request, Seller shall furnish certificates of insurance evidencing the required coverages and specifying the types of coverage, policy limits, policy numbers and expiration dates, and including a statement that the policies will not be cancelled or altered without TruCut receiving at least 30 days’ prior notice. The furnishing of certificates of insurance and purchase of insurance do not limit or release Seller from Seller’s obligations and liabilities under the Agreement.

14. Confidential Information.

• 14.1. Seller acknowledges that it may receive or gain access to or knowledge of confidential or proprietary information of TruCut or its affiliates including, but not limited to, plans, financial information, designs, data, ideas, drawings, specifications, formulas, trade secrets, product information, processes, equipment, know-how, technical documentation, marketing information, databases, and customers or suppliers, and other valuable, confidential, and proprietary information, and the terms of any Purchase Order and the Agreement (collectively, “Confidential Information”). At all times after disclosure thereof, Seller shall protect the Confidential Information by using the same degree of care that it uses to protect its own confidential information of a similar nature (but not less than reasonable care). Seller acknowledges and agrees that all Confidential Information shall be and remain TruCut’s (or its affiliates’) sole and exclusive property, without limitation or restriction on TruCut’s (or its affiliates’) use or transferability, and Seller obtains no license or right thereto. Seller shall not disclose any Confidential Information to any third party, except to those of its employees who have a need to know in order for Seller to fulfill its obligations under the Agreement and who have undertaken obligations of confidentiality and non-use/non-disclosure no less protective than those binding on Seller under the Agreement. Neither the supply of Goods nor the performance of Services under a Purchase Order grants any intellectual property rights in any Confidential Information to Seller, other than the limited right to use such information to supply Goods or perform Services pursuant to and in accordance with the Agreement. Seller shall return or destroy and certify destruction of all Confidential Information at TruCut’s request. Seller shall not use the Confidential Information for any purpose other than to fulfill its obligations under the Agreement.
• 14.2. Seller may not use any Confidential Information for the production and/or supply of any goods or services to any other party. If TruCut compensates Seller for development or design work initiated by TruCut for Goods or Services, any intellectual property rights including, but not limited to, inventions, discoveries, techniques and processes, arising from such work will accrue to TruCut, and Seller hereby assigns to TruCut all of Seller’s right, title, and interest in and to such intellectual property.
• 14.3. Seller hereby agrees that if Seller breaches this section, TruCut will incur irreparable injury and harm and that money damages would be an insufficient remedy, and, as such, and in addition to all other remedies, TruCut will be entitled to seek injunctive relief restraining Seller from further breach of this Article.

15. Termination for Cause by TruCut.

• 15.1. In addition to any other remedies provided in the Agreement, TruCut may terminate the Agreement or any Purchase Order, in whole or in part, upon written notice to Seller and with immediate effect, upon the occurrence of any of the following events: (a) Seller breaches any of the terms of the Agreement; (b) Seller sells a material portion of its assets or there is a change in control of Seller; or (c) Seller becomes insolvent, files a petition for bankruptcy, or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors.
• 15.2. If TruCut terminates the Agreement or any Purchase Order (or part thereof), Seller’s sole and exclusive remedy will be TruCut’s payment to Seller for any completed Services and for Goods delivered or in transit prior to termination and accepted by TruCut. TruCut’s liability shall in no event exceed the Price. IN NO EVENT WILL TRUCUT BE LIABLE TO SELLER FOR ANY INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, OVERHEAD OR OTHER DIRECT OR INDIRECT COSTS, UNAMORTIZED DEPRECIATION, LOSS OF USE, OR LOST PROFITS OR REVENUE ARISING OUT OF OR RELATED TO ANY TERMINATION UNDER THIS SECTION.
• 15.3. In the event of a termination pursuant to Section 15.1(c), Seller shall permit TruCut, at TruCut’s option, to promptly take possession of all TruCut Property in Seller’s possession and/or control. In addition, Seller agrees that if under the Agreement TruCut paid for any tooling, jigs, dies, gauges, molds, patterns, or other equipment under the Agreement (including, but not limited to, if such price was included in or amortized as a component of the Price) then TruCut shall be entitled to promptly take possession of all such equipment upon payment of any deficiency between the amount paid and allocated to such equipment under the Agreement and the lesser of (a) the net book value (i.e. actual cost less amortization) and (b) the then-current fair market value of such equipment.

16. Other Termination Rights.

• 16.1. TruCut may terminate the Agreement or any Purchase Order at any time for its convenience, by notifying Seller in writing. If TruCut terminates pursuant to this Section, TruCut’s sole obligation will be to reimburse Seller for: (a) those Goods or Services actually shipped or performed and accepted by TruCut up to the date of termination; and (b) actual costs incurred by Seller up to the date of termination for unfinished Goods which are useable, in merchantable condition, and specifically manufactured for TruCut and not standard products of Seller. TruCut will reimburse the costs in (b) only to the extent such costs are reasonable and properly allocable to the terminated portion of the Agreement or Purchase Order and after first subtracting the reasonable value or cost (whichever is higher) of any Goods or materials used or sold by Seller with TruCut’s written consent. TruCut’s obligation to reimburse Seller under this Section will not exceed the Price in respect of the Purchase Order (or portion thereof) terminated. All claims by Seller for reimbursement under this Section must be submitted in writing to TruCut within 30 days following termination, with sufficient supporting data. Failure to file a claim within such 30 day period will constitute a waiver by Seller of all claims. Seller shall thereafter promptly furnish any supplemental and supporting information TruCut requests.
• 16.2. TruCut may terminate the Agreement or any Purchase Order, in whole or in part, by written notice to Seller if TruCut is affected by customer delays, cancellations, or other events beyond TruCut’s reasonable control. Such termination will be without liability or obligation to TruCut, including any obligation to reimburse Seller for any raw materials or work-in-process.
• 16.3. IN NO EVENT WILL TRUCUT BE LIABLE TO SELLER FOR ANY INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, OVERHEAD OR OTHER DIRECT OR INDIRECT COSTS, UNAMORTIZED DEPRECIATION, LOSS OF USE, OR LOST PROFITS OR REVENUE ARISING OUT OF OR RELATED TO TRUCUT’S TERMINATION UNDER THIS SECTION.

17. Compliance with Laws.

• 17.1. Seller shall comply with all state, federal, and local laws, rules, regulations, directives, ordinances, executive orders and statutes applicable to the country or countries of manufacture, sale, purchase and use of the Goods and Services (collectively, “Laws”). As used herein, Laws include, but are not limited to, the Foreign Corrupt Practices Act and the Fair Labor Standards Act.
• 17.2. In addition, all contract clauses required by any applicable Law (including, for example but without limitation, those set forth in 41 C.F.R. Parts 60-1.4(a) (women and minorities), 60-250.5(a) (covered veterans) and 60-741.5(a) (individuals with disabilities)) are incorporated in the Agreement by this reference and made a part hereof.
• 17.3. At TruCut’s request, Seller shall promptly furnish information relating to the hazardous, toxic or other content or nature of the Products or Services. Prior to, and together with, the shipment of Products, Seller shall furnish to TruCut and all carriers sufficient written warning and notice (including appropriate labels on the Products and packaging) of any hazardous material that is an ingredient or a part of any of the Products, together with all special handling instructions, safety measures and precautions necessary to comply with the law or to prevent bodily injury or property damage. Where required by TruCut or by applicable Laws, Seller shall furnish Safety Data Sheets (SDS) for materials used in manufacturing the Goods.

18. Miscellaneous.

• 18.1. Assignment and Subcontracting. Seller may not assign or delegate any of its rights, duties, or obligations under the Agreement without TruCut’s prior written consent. No assignment or delegation, regardless of TruCut’s consent, will relieve Seller of any of its duties or obligations hereunder. Seller may not subcontract its obligations under the Agreement without TruCut’s prior written consent, which may be granted or withheld in TruCut’s sole and absolute discretion, and which consent (if given) will be subject to Seller remaining liable for the acts of all permitted subcontractors.
• 18.2. Amendment. No modification of, changes to, or additions to the Agreement will be binding on TruCut unless clearly expressed in writing that (a) specifically states it amends or modifies the Agreement, and (b) is signed by an authorized representative of TruCut. Any purported modification by oral agreement, course of performance, or usage of trade is invalid and ineffective.
• 18.3. Waiver. No waiver of any of the terms of the Agreement shall be effective unless explicitly set forth in writing and signed by the waiving party. TruCut’s failure or delay in exercising any rights, remedy, power, or privilege arising from the terms of the Agreement will not operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power, or privilege preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
• 18.4. Severability. If any term of the Agreement is declared unenforceable by a court of competent jurisdiction, such term will be modified or replaced by an enforceable term that comes closest to expressing the parties’ intention. If such term cannot be sol modified or replaced, then such term will not be given any effect and the remaining terms of the Agreement will enforced as if such provision were not included.
• 18.5. Survival. Any terms which, by their nature, extend beyond the expiration or termination of the Agreement will survive the expiration or termination of the Agreement, including, without limitation, Sections 7, 11, 12, 13, 14, 17, and 18.6.
• 18.6. Governing Law; Venue. The validity, construction, and performance of the Agreement will be governed by and interpreted in accordance with the laws of the State of Ohio, without reference to its conflict of laws rules. Any legal proceeding arising out of or in connection with the Agreement shall be brought in the Court of Common Pleas for Mahoning County, Ohio, or in the U.S. District Court for the Northern District of Ohio, and TruCut and Seller each consent to the exclusive jurisdiction and venue of such Courts. TruCut and Seller agree that a final judgment in any such action, litigation, or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. TruCut and Seller each waive, to the fullest extent permitted by applicable law, any right to trial by jury with respect to any litigation arising out of or in connection with the Agreement.
• 18.7. Independent Contractors. TruCut and Seller are entering into the Agreement as Independent Contractors. Nothing in the Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever. Further, no relationship of exclusivity shall be construed from the terms of the Agreement.
• 18.8. No Publicity. Seller shall not in any manner advertise or publish that Seller has contracted to furnish TruCut any Goods or Services, and Seller shall not use any of TruCut’s trademarks, logos, or trade names any advertising or promotional materials without TruCut’s prior written consent, which may be granted or withheld in TruCut’s sole and absolute discretion.