1. Acceptance of Purchase Order
This Purchase Order (“PO”) constitutes an offer by Cres Cor (“Buyer”) to purchase the goods and/or services described on the face hereof. Acceptance of this PO is expressly limited to the terms set forth herein. Any additional or different terms proposed by Seller (also referred to as “Supplier”) in any quotation, acknowledgment, invoice, website/portal terms, or other document are objected to and rejected and shall be void and of no effect, unless expressly agreed to by Buyer in a separate written agreement signed by an authorized officer of Buyer. Commencing work, shipping, delivery, or any performance whatsoever constitutes Seller's unconditional acceptance of this PO and all terms herein, and Seller's express waiver of any conflicting or additional terms in Seller's documents. Any attempt by Seller to impose additional or different terms after acceptance, including through invoices, shipping documents, or other communications, shall be null and void and shall not modify this PO. Seller's continued performance after receiving notice of rejection of such terms constitutes Seller's agreement to proceed under the terms of this PO exclusively.

2. Delivery & Title
Time is of the essence. Delivery shall be made strictly in accordance with the schedule specified, and late delivery shall constitute a material breach entitling Buyer to terminate for cause under Section 13. Seller shall provide written notice to Buyer immediately upon becoming aware of any actual or potential delay in delivery. If Seller fails to deliver by the specified date, Buyer may, in addition to termination rights: (i) require expedited shipping at Seller's expense; (ii) procure substitute goods from alternative sources and charge Seller for any premium costs incurred; (iii) recover any costs associated with production delays, line-down time, or customer penalties resulting from late delivery; and (iv) reduce future order quantities or cancel future orders without liability. Title and risk of loss pass to Buyer upon delivery at the destination designated by Buyer and Buyer's acceptance of the goods, unless otherwise stated on the PO. Seller bears all risk of loss or damage during transit.

3. Packaging & Shipping
All goods must be packaged in accordance with industry standards and best practices to prevent damage, deterioration, or contamination during shipment, handling, and storage, and must be clearly marked with Buyer’s PO number, part number, quantity, and any other information specified by Buyer. Packaging must comply with all applicable environmental regulations and Buyer's packaging specifications (if provided). Seller shall use appropriate protective materials, palletization, and securing methods suitable for the mode of transportation and destination. No charges will be allowed for packaging, crating, or shipping unless previously agreed to in writing. Failure to follow transportation guidelines on the PO will result in Seller being responsible for freight charges or the difference between Buyer and Seller rates.

4. Inspection & Rejection
Buyer may inspect all goods upon receipt and for a reasonable period thereafter (but in no event less than fourteen (14) days), and reject any items that are nonconforming, defective, late, or otherwise fail to comply with the requirements of this PO. Payment for or acceptance of goods shall not constitute a waiver of Buyer's right to inspect or reject, nor shall it relieve Seller of its obligations under this PO. Latent defects may be rejected within a reasonable time after discovery. Rejected goods may be returned at Seller's expense and risk, or Buyer may require Seller to provide immediate replacement at no additional cost. If Seller fails to collect rejected goods within ten (10) business days of notice, Buyer may dispose of such goods and charge Seller for storage and disposal costs. Any additional inspection or rework required due to rejection will be billed to Seller at Buyer’s fully loaded labor rate plus documented costs of any additional supplies required.

5. Price & Payment
Prices are firm, fixed, and not subject to increase for any reason, including but not limited to changes in raw material costs, labor costs, currency fluctuations, tariffs, duties, taxes, or other economic factors, without Buyer’s express prior written approval signed by an authorized officer of Buyer. Any purported price increase without such approval shall be void and of no effect. If Seller offers more favorable pricing, terms, or conditions to any other customer for comparable goods or services during the term of this PO, such pricing, terms, or conditions shall automatically apply to this PO (most favored customer provision). Payment terms are Net 30 days from the later of (a) receipt of a valid invoice or (b) acceptance of the goods/services. Invoices must reference Buyer’s PO number, line item numbers, part numbers, quantities, unit prices, and any other information reasonably requested by Buyer. Invoices must be accurate and supported by appropriate documentation, including proof of delivery, packing slips, and any certifications required under this PO. Invoices that fail to comply with these requirements or that contain errors or discrepancies may be returned to Seller without payment, and the payment period shall not commence until a compliant, accurate invoice is received. Buyer may withhold or set off any amounts in good-faith dispute, amounts owed by Seller to Buyer under this or any other agreement, or amounts to secure Seller's performance or potential liability hereunder; Buyer will timely pay all undisputed amounts. Late payments on undisputed amounts may accrue interest at the lesser of 1% per month or the maximum rate permitted by law.

6. Changes (Buyer-Requested)
Buyer may at any time, by written notice, make changes to this PO, including changes in delivery schedules, shipping instructions, quantities, designs, specifications, packaging, or scope of work. Seller shall promptly implement such changes and shall make every effort to accommodate reasonable changes without disruption to Buyer's operations. If such changes cause a material increase or decrease in Seller's cost or time required for performance, Seller must submit a written request for equitable adjustment within ten (10) business days of receiving the change notice, supported by detailed cost documentation and analysis. Failure to submit a timely request constitutes Seller's waiver of any claim for adjustment. Seller shall proceed with the changed work pending agreement on any adjustment. No adjustment shall include profit on work not performed or costs that could have been avoided through reasonable mitigation efforts. Buyer's approval of any adjustment must be in writing and signed by an authorized officer of Buyer.

7. Warranties
Seller warrants that all goods and services: (a) are free from defects in material, workmanship, and design; (b) strictly conform to all specifications, drawings, samples, descriptions, and requirements of this PO and any applicable industry standards; (c) are merchantable, of good quality, and fit and sufficient for their intended purpose and for any particular purpose made known to Seller; (d) are free and clear of any liens, encumbrances, security interests, or other claims; (e) are new (unless otherwise specified), genuine (not counterfeit or gray market), made from new and non-recycled materials, and manufactured using current, non-obsolete, and industry-standard processes and equipment; (f) comply with all applicable laws, regulations, codes, and standards, including safety, environmental, and labeling requirements; (g) do not contain any hazardous materials except as disclosed in writing and approved by Buyer; and (h) will perform in accordance with any performance specifications, service levels, or operational parameters specified in this PO. These warranties survive delivery, inspection, and payment for a period of twelve (12) months from the date of Buyer's acceptance or such longer period as may be specified on the face of the PO or required by law. If Seller provides a longer warranty to any other customer, that longer warranty period shall apply to Buyer.

8. Compliance with Laws
Seller shall comply with all applicable federal, state, and local laws, rules, regulations, and orders, including those relating to labor, safety, environmental protection, anti-corruption, anti-bribery (including the Foreign Corrupt Practices Act), conflict minerals (Dodd-Frank Section 1502), and modern slavery/human trafficking. Seller shall provide certifications and documentation of compliance as reasonably requested by Buyer.

9. Intellectual Property & Confidentiality
Seller represents and warrants that the goods/services and Buyer's use thereof do not and will not infringe, misappropriate, or violate any third-party intellectual property rights, including patents, copyrights, trademarks, trade secrets, or other proprietary rights. Seller shall indemnify, defend, and hold Buyer harmless from and against any and all related claims, demands, actions, damages, liabilities, costs, and expenses (including reasonable attorneys' fees). Seller shall keep confidential all non-public information, documents, specifications, and other proprietary information of Buyer and use such information solely to perform this PO.

10. Indemnification
Seller shall indemnify, defend, and hold harmless Buyer, its affiliates, and their respective officers, directors, employees, and agents from and against all claims, demands, actions, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or in connection with: (a) any breach of these terms; (b) personal injury, death, or property damage caused by or allegedly caused by the goods or services; (c) Seller’s negligence, willful misconduct, fraud, or violation of law; (d) any product liability, strict liability, or warranty claim related to the goods or services; or (e) Seller's breach of any representation, warranty, or covenant herein. Seller's indemnification obligations shall apply regardless of whether the claim is based in contract, tort, strict liability, or otherwise, and regardless of any alleged concurrent negligence by Buyer, except to the extent caused solely by Buyer's gross negligence or willful misconduct.

10.1 Insurance Requirements.  Insurance.  Seller shall maintain, at its own expense, the following insurance coverage and limits: (a) Commercial General Liability insurance with a minimum limit of $1,000,000 per occurrence and $2,000,000 aggregate, covering bodily injury, property damage, and personal/advertising injury; (b) Product Liability insurance with a minimum limit of $1,000,000 per occurrence; (c) Workers’ Compensation insurance as required by applicable law and Employer’s Liability insurance with a minimum limit of $1,000,000 per accident; and (d) Automobile Liability insurance, including coverage for all owned, non-owned, and hired vehicles with a minimum limit of $1,000,000 combined single limit. All insurance policies shall be issued by insurers with an A.M. Best rating of A- or better. Seller shall provide Buyer with certificates of insurance evidencing the required coverage upon request. Each policy shall include a waiver of subrogation in favor of Buyer and shall name Buyer as an additional insured on a primary and non-contributory basis. Seller shall provide at least thirty (30) days’ advance written notice to Buyer of any cancellation or material change in coverage.

11. Force Majeure
Neither party shall be liable for delays or failure to perform due to causes beyond its reasonable control and without its fault or negligence, including acts of God, war, terrorism, pandemic, government action, or natural disaster (each a "Force Majeure Event"), provided the affected party: (a) gives prompt written notice (within five (5) business days) describing the Force Majeure Event and expected duration; (b) uses commercially reasonable efforts to mitigate the impact and resume performance; and (c) provides regular updates to the other party. Force Majeure does not excuse payment obligations or include economic hardship, increased costs, supplier issues, labor disputes within Seller's control, or Seller's failure to maintain adequate inventory or capacity. If a Force Majeure Event affecting Seller continues for more than thirty (30) days, Buyer may terminate the affected portion of this PO without liability and procure substitute goods/services. Seller shall, during any Force Majeure Event, allocate available production to Buyer on a basis no less favorable than Seller provides to any other customer.

12. Termination for Convenience
Buyer may terminate this PO for convenience, in whole or in part, at any time by written notice. Upon termination, Seller shall stop work and deliver any completed or in-process goods as directed by Buyer. Buyer shall pay reasonable, documented costs incurred up to termination for conforming goods/services actually delivered at Buyer’s direction, but not lost profits or other speculative damages.

13. Termination for Cause
13.1 Grounds. Buyer may terminate this PO, in whole or in part, by written notice if Seller:
(a) fails to deliver on time or in required quantities;
(b) delivers nonconforming/defective goods or fails to meet specifications, drawings, samples, quality standards, or acceptance criteria;
(c) makes any unapproved change prohibited by §17 (Seller Change Notification);
(d) breaches any warranty (§7) or confidentiality/IP obligation (§9);
(e) fails to comply with applicable law or trade compliance duties (§15);
(f) commits fraud, bribery, use of counterfeit parts, or other unethical conduct; or
(g) becomes insolvent, admits inability to pay debts, makes an assignment for creditors, has a receiver/trustee appointed, or commences/is made subject to bankruptcy or similar proceedings.

13.2 Cure . For curable breaches, Buyer will provide written notice describing the breach. If Seller fails to fully cure within ten (10) business days (or a shorter period if commercially necessary), Buyer may terminate. No cure period applies to breaches in 13.1(c)–(g) or where delay/defect would cause a line-down, safety, regulatory, or customer-impact event.

13.3 Effects of Termination for Cause. Without limiting Buyer’s other rights/remedies:
((i) Cover/Reprocurement. Seller shall reimburse Buyer for all reasonable incremental costs incurred in procuring substitute goods or services from an alternative source. These costs include, but are not limited to, the positive difference between replacement and contract prices, expediting fees, premium freight charges, line-down or chargeback costs, and reasonable internal handling, inspection, and rework expenses. 

(ii) Refunds. Seller shall promptly refund all amounts prepaid for undelivered or rejected goods/services. 

(iii) Work-in-Process & Materials. At Buyer’s option, Seller shall deliver to Buyer all WIP, components, raw materials, tooling, fixtures, gauges, drawings, software, and documentation paid for by Buyer or necessary to complete the goods; title to Buyer-funded items vests in Buyer. 

(iv) Licenses & Assignment. Seller grants Buyer a non-exclusive, royalty-free license to use Seller’s deliverable-related IP as necessary to complete or procure the goods/services; Seller shall assign or facilitate assignment/transition of subcontracts to Buyer upon request. 

(v) No Termination Fee / No Lost Profits. Seller is not entitled to lost profits, consequential, incidental, or termination fees. Buyer will pay only for conforming goods/services received and accepted before the effective date of termination. 

(vi) Setoff. Buyer may withhold and set off any amounts owing by Seller to Buyer against sums otherwise due to Seller. 

13.4 Suspension. Buyer may suspend all or part of the PO immediately upon notice if Buyer reasonably believes a breach under 13.1 has occurred or is likely to occur. Suspension does not waive Buyer’s right to terminate or seek damages.

13.5 Cooperation & Transition. Upon notice of suspension or termination for cause, Seller shall cooperate in good faith to mitigate disruption, including up to thirty (30) days of reasonable transition assistance at the prices/rates in this PO.

14. Governing Law & Venue
This PO shall be governed by and construed in accordance with the laws of the State of Ohio, without regard to conflicts rules. Any legal action shall be brought exclusively in the state or federal courts located in Lake County, Ohio.

15. Tariffs, Duties, and Trade Compliance Documentation
15.1 Seller shall comply with all applicable international trade laws and regulations, including U.S. customs laws, import/export controls, and tariffs.
15.2 Each shipment must include complete and accurate documentation: commercial invoice; packing list; country of origin; HTS code; manufacturer’s affidavit or certificate of origin (as applicable); and any documentation necessary for Buyer to claim duty drawback, preferential duty rates (e.g., USMCA), or to comply with U.S. Customs regulations.
15.3 If any materials, components, or finished goods are sourced outside the United States, Seller must notify Buyer at order acceptance of the percentage of total content so sourced, the applicable country(ies) of origin, and HTS classification.
15.4 Seller shall identify any components subject to additional duties or tariffs under Section 232, 301, or other applicable trade actions, and shall provide detailed cost breakdowns, supplier affidavits, and supporting data as requested by Buyer or Buyer’s customers.
15.5 Seller shall not include surcharges or price increases related to tariffs or trade actions without Buyer’s prior written consent. If approved, such charges must be separately identified on the invoice and supported by relevant documentation.
15.6 Failure to provide required trade compliance documentation or inaccurate reporting may result in shipment rejection, delayed payment, and/or chargebacks for administrative or duty-related costs incurred by Buyer.

16. Entire Agreement
This PO, together with any documents specifically referenced herein, constitutes the entire agreement between Buyer and Seller and supersedes all prior or contemporaneous understandings relating to the subject matter.

17. Seller Change Notification
Seller shall not make any changes to the product, specifications, materials, manufacturing process, tooling, suppliers (including sub-tier suppliers), delivery schedule, or place of manufacture without Buyer’s prior written consent. Seller shall notify Buyer in writing at least sixty (60) days in advance of any actual or proposed changes that could affect form, fit, function, performance, quality, compliance, or delivery. The notification must include a detailed description of the proposed change, the reason for the change, a risk assessment, and any supporting documentation or test data demonstrating that the change will not adversely impact the product. Buyer may approve or reject any such change in its sole discretion, and Seller shall not implement any change unless and until Buyer’s written approval is obtained. Seller remains responsible for all costs, delays, or nonconformities arising from unapproved changes or from approved changes that fail to perform as represented in Seller's change notification. If Seller implements any change without Buyer's prior written approval, Buyer may, in addition to any other remedies: (i) reject all affected products and require Seller to replace them at Seller's expense; (ii) require Seller to implement corrective action at Seller's expense; (iii) terminate this PO immediately without liability; and/or (iv) recover all costs and damages incurred by Buyer as a result of the unauthorized change, including but not limited to costs of inspection, testing, rework, replacement, recall, and consequential damages.

18. Conflicting Terms; Order of Precedence
18.1 Seller’s terms inapplicable. Any terms contained in Seller documents (including but not limited to acknowledgments, invoices, packing slips, shipping documents, website terms, or other communications) that are additional to, different from, or inconsistent with this PO are expressly rejected and shall be void and of no effect, regardless of whether Buyer accepts delivery, makes payment, or otherwise performs under this PO. No such terms shall be binding on Buyer unless expressly accepted by Buyer in a separate written agreement that specifically identifies the terms being accepted and is signed by an authorized officer of Buyer. Seller's commencement of performance, shipment of goods, or acceptance of payment constitutes Seller's unqualified acceptance of these terms.
18.2 Order of precedence. In the event of a conflict, the following order controls: (i) a master purchase/supply agreement separately executed by Buyer and Seller (if any); (ii) special terms on the face of the PO (including drawings/specs by number/revision); (iii) these PO Terms & Conditions; and (iv) other documents incorporated by reference.
18.3 No implied modifications. No course of dealing, usage of trade, or prior performance shall modify or supplement these terms absent a separate written agreement signed by an authorized officer of Buyer.

19. Amendments; Waivers; No Oral Modifications
No amendment, modification, waiver, or discharge of any provision of this PO shall be binding unless set forth in a separate written agreement expressly referencing this PO by number and signed by an authorized officer of Buyer with title of Vice President or above. Electronic signatures and email confirmations do not constitute valid amendments unless they comply with Buyer's electronic signature policy and are from an authorized officer. No employee, agent, or representative of Buyer has authority to orally modify this PO or to waive any of its provisions. Buyer's failure to enforce any provision, acceptance of late performance, or acceptance of nonconforming goods shall not constitute a waiver of that provision or of Buyer's right to enforce strict compliance in the future or to reject subsequent nonconforming performance. Any waiver must expressly state that it is a waiver and identify the specific provision being waived.

20. Revocation of Blanket Purchase Orders. Buyer reserves the right to revoke or modify any blanket purchase order, in whole or in part, at any time if the goods delivered under the initial or subsequent releases fail to meet the quality standards, specifications, or delivery schedules specified in this PO. Such revocation or modification may occur without liability to Buyer for any remaining quantities not yet released or delivered. Seller acknowledges that Buyer's commitment to purchase is contingent upon Seller's consistent delivery of conforming goods and adherence to all terms of this PO. Upon revocation, Buyer may procure substitute goods from alternative sources, and Seller shall be responsible for any additional costs incurred by Buyer due to Seller's non-performance.

21. Assignment; Subcontracting
Seller shall not assign, transfer, delegate, or subcontract any of its rights or obligations under this PO, in whole or in part, whether by operation of law or otherwise (including by merger, consolidation, sale of assets, or change of control), without Buyer's prior written consent, which may be withheld in Buyer's sole discretion. Any purported assignment or subcontracting without such consent shall be null and void. Any permitted subcontracting shall not relieve Seller of any obligation hereunder; Seller remains fully and primarily liable for the acts, omissions, defaults, and negligence of its subcontractors, sub-tier suppliers, and their respective employees and agents as if they were Seller's own acts or omissions. Seller shall ensure that all subcontractors and sub-tier suppliers comply with all terms of this PO, including but not limited to quality, delivery, compliance, confidentiality, and intellectual property provisions. Seller shall flow down all applicable requirements of this PO to its subcontractors and obtain their written agreement to be bound by such terms. Upon Buyer's request, Seller shall provide evidence of such flow-down and compliance. Buyer reserves the right to approve or disapprove any subcontractor or to require Seller to remove any subcontractor that Buyer reasonably believes is not performing adequately.

22. Survival
Sections 5 (Price & Payment—setoff), 7 (Warranties), 9 (IP & Confidentiality), 10 (Indemnification), 13 (Termination for Cause), 14 (Governing Law & Venue), 15 (Trade Compliance), 17 (Seller Change Notification), 18 (Conflicting Terms), 19 (Amendments), 20 (Assignment; Subcontracting), and 21 (Survival), together with any other provision that by its nature or express terms is intended to survive, shall survive delivery, inspection, acceptance, payment, completion, expiration, cancellation, or termination of this PO for any reason. The survival of these provisions shall continue for the maximum period permitted by applicable law, or if no such maximum exists, indefinitely, except that warranty obligations shall survive for the warranty period specified in Section 7, and confidentiality obligations shall survive for the period specified in Section 9.