Terms and Conditions as Buyer

These TERMS AND CONDITIONS (this “Agreement”) are part of a binding contract between CRITERION TOOL & DIE, INC. dba CRITERION PRECISION MACHINING, an Ohio corporation (“Buyer”) and the party (“Seller”) as may be specified in Buyer’s purchase order (the “Purchase Order”), and relate to all sales of products from Seller to Buyer from time to time thereafter.  

1. ENFORCEABLE CONTRACT. Upon acceptance by Seller, this Agreement and the Purchase Order (collectively, the “Contract”) shall constitute a binding agreement between Buyer and Seller. Until Buyer’s receipt of Seller’s acceptance, the Purchase Order may be revised or revoked by Buyer at any time. Commencement of performance or delivery by Seller shall constitute acceptance of the Purchase Order and this Agreement. In the event of any conflict between the terms of the Purchase Order and this Agreement, the terms of the Purchase Order shall govern to the extent of the conflict, unless otherwise agreed in writing. If Seller’s quotation, sales order, order confirmation, or other sales documentation (“Seller Documentation”) contains additional or different terms than the Contract, then the Contract shall override, supersede and prevail over any inconsistent terms and conditions contained in the Seller Documentation, regardless of any statement in the Seller Documentation to the contrary. The failure of the Seller to specifically object in writing to this Agreement in writing within five (5) days after receipt of the Purchase Order (which incorporates this Agreement) shall conclusively be deemed to evidence Seller’s assent to this Agreement. Any such objection by Seller shall constitute a rejection of Buyer’s offer. No changes, additions, deletions, or substitutions can be made to the Contract without the written consent of Buyer. Seller’s acceptance of any Purchase Order issued by Buyer is expressly limited to, and conditioned on, the terms of the Purchase Order and this Agreement. Seller acknowledges and agrees that any additional or conflicting terms in the Seller Documentation shall be of no force or effect unless expressly agreed to in a written agreement signed by both parties. If Buyer shall refer to any Seller Documentation, such reference is for convenience only and shall not imply acceptance of any terms or conditions therein.  
2. QUANTITIES AND PRICES. All shipments shall be for the exact quantity ordered, unless specifically noted on the Purchase Order. The Purchase Order must be filled at the prices specified therein. Buyer shall not be assessed any additional charges, except what is expressly stated on the Purchase Order, whether for freight, delivery, surcharges, setup, tooling, engineering, interest, carrying, or taxes. Unless otherwise agreed, (a) payment terms shall be net 90 days from date of delivery, and (b) Buyer shall receive a 2% discount for any invoices paid within 30 days of delivery. Packaging shall be provided by Seller at no cost to Buyer and shall be adequate and commercially reasonable for the means of shipment selected by Buyer. 
3. COMPLIANCE WITH LAWS. Seller shall comply with all statutory and regulatory legal requirements, acts, laws and guidelines; this includes but is not limited to those of the United States Export Control and Customs, Federal government, State governments and Local governments. Seller must adhere to the International Traffic in Arms Regulations (ITAR) related requirements when ITAR compliance is indicated as required on Purchase Order via flowdown or if the goods are listed on the Munitions List. Seller shall be responsible for compliance with all applicable foreign and domestic laws and regulations regarding the importation or exportation of any products under this Agreement. All products are required to be compliant with S.E.C. Dodd-Frank Act section 1502. 
4. LATE DELIVERIES/DELAYS. Time is of the essence for Seller’s obligations in the Contract. Seller must inform Buyer of any delays on the agreed upon delivery date. Buyer reserves the right to take the following actions if the goods are not to be delivered on time: (a) Require Seller to pay airfreight or special delivery charges; (b) Terminate all or part of the Purchase Order and thereby relieve Buyer of any obligation to accept and pay for goods and or work covered by such terminated portion, place a purchase order elsewhere, and charge Seller with any change in the cost or expensed incurred; or (c) exercise any other remedy available at law or equity.  
5. NON-CONFORMING AND COUNTERFEIT PRODUCT. All product provided to Buyer shall consist of new materials and authentic products only. Seller must immediately notify Buyer if Seller becomes aware of non-conforming or counterfeit product. Any changes to a Purchase Order that Buyer has not approved in writing are considered non-conforming. In order to prevent and mitigate for counterfeit products, Seller must have a counterfeit protection plan in place consistent with the appropriate industry standards such as AS6174. A counterfeit part is one or more of the following: (a) an illegal or unauthorized copy or substitute of an original equipment manufacturers item; (b) an item that does not contain the proper materials or components as required by the OEM specifications; (c) an item that is used, refurbished or reclaimed and represented as new; (d) an item that has/does not successfully pass all OEM testing requirements; or (e) an item with labeling, marking or design (with or without intent) that could mislead one into believing an item is something that it is not.  
6. REJECTIONS. Seller shall pay and arrange to return all products and material rejected by Buyer’s inspection. Payment of Seller’s invoices will not constitute final acceptance by Buyer in case of rejection. Seller shall, at Buyer’s option, replace material without expense to Buyer or pay to Buyer the replacement cost of same. All charges incidental to such, including labor, reloading, trucking, and fees will be paid by Seller. Seller shall submit a written Corrective Action Report within fourteen (14) days of Buyer’s request, identifying root cause and preventive actions, and may not resume shipments without Buyer’s written approval. Seller shall maintain all quality-related documentation, including test reports, inspection results, and certifications, for a minimum of five (5) years and shall provide such documentation to Buyer upon request. 
7. OWNERSHIP OF GOODS. Title to and risk of loss and/or damage on all items shipped by Seller to Buyer shall pass to Buyer upon Buyer’s inspection and acceptance of such items at Buyer’s plant or other receiving facility. All information provided by Buyer to Seller should be considered proprietary and kept confidential and shall not be shared without permission of Buyer. All drawings, tools, jigs, dies, fixtures, materials, and other property supplied or paid for (in part or in whole) by Buyer shall be and remain the property of Buyer; and if Seller fails to return such property upon Buyer’s demand, Buyer shall have the right, upon reasonable notice, to enter Seller’s premises and remove any such property at any time without being liable for trespasses or damages of any sort. Seller will mark all Buyer-owned tooling and fixtures with Buyer’s name and date received unless otherwise specified. Seller shall provide an inventory of Buyer’s tooling upon request.  
8. WARRANTY. Seller expressly warrants that all materials and services furnished to Buyer will be free from defects in material and workmanship and will conform to applicable specifications, drawings, samples, or other descriptions given and that articles made of Seller’s design will also be free from defects in design. All warranties shall survive acceptance and payment of goods and services. All warranties shall run to Buyer, its successors, assigns and customers and to the users of its products. This warranty will survive for a period of one (1) year after delivery. These warranties shall be in addition to any other warranties available under law. 
9. INDEMNITY. Seller shall indemnify, defend, and hold harmless Buyer, its shareholders, directors, officers, employees, attorneys, agents, successors, assigns and any of the Buyer’s customers or end users of products purchased from Seller, from and against any and all losses, liabilities, damages, penalties, costs and expenses (including reasonable attorney’s fees) arising out of any breach or default of the Contract or a breach of warranty. Seller agrees to obtain and maintain at its expense a policy or policies of product and contractual liability insurance. Seller shall reimburse Buyer for all reasonable attorney’s fees incurred in enforcing Seller’s obligations under this paragraph. Buyer shall have the right to withhold any payment due to Seller in the event of Seller’s breach or failure to perform under the Contract. Seller shall not have any right of setoff, deduction, or counterclaim against amounts owed to Buyer or Buyer’s affiliates under any circumstances. 
10. QUALITY. Without Buyer’s prior written approval, Seller shall not change any product and/or process, suppliers, or manufacturing facility location. Seller shall plan, implement, and control the processes needed to assure product safety during the entire product life cycle. With reasonable notification, Buyer may conduct source inspections of products prior to shipments from Seller’s facility. Seller must carry all credentials and certifications necessary for testing and certifying to the request on the Purchase Order. If the Purchase Order includes work that Seller is not certified to process, Seller shall immediately notify Buyer. Seller shall at all times implement an effective foreign-object damage prevention program within Seller’s facilities. Certificates of Conformance must include verification of Purchase Order specifications as stated and also include Certificates of Conformance from sub-tier supplier to be obtained and furnished by supplier with each item or part on order. Material certifications are required with shipping documents. 
11. OFAC. Seller represents and warrants that neither it nor any of its officers, directors, or beneficial owners is a person or entity that is: (i) designated on any list of sanctioned parties maintained by OFAC, the U.S. Department of State, or any other relevant governmental authority, including the Specially Designated Nationals and Blocked Persons List; or (ii) located, organized, or resident in a country or territory that is the subject of comprehensive U.S. sanctions (including, without limitation, Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine). Seller agrees to comply with all applicable sanctions and export control laws in the performance of this Agreement. 
12. GOVERNING LAW AND JURISDICTION. The Contract shall be governed by the laws of the State of Ohio, irrespective of the principles of the conflicts of laws. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply to the Contract. Any action or proceeding seeking to enforce any provision of, or based on any right arising out of, the Contract shall be initiated only in state courts located in Cuyahoga County, Ohio. The parties consent to such jurisdiction and waive any argument that another forum would be more convenient. 

Last Revised: August 14, 2025