These Purchase Order Terms and Conditions (Terms and Conditions) apply to any Purchase Order (PO) issued by the customer named on the PO (Buyer) to B&E Manufacturing (B&E) by virtue of which Buyer will purchase from B&E certain parts identified in the PO (Products). These Terms and Conditions apply to POs that are not governed by a duly executed long term agreement or price agreement. Any additional or different terms in any form, document, or acknowledgement prepared and sent to B&E from Buyer are expressly rejected by B&E and will not be deemed accepted by B&E unless B&E responds in writing to the additional or different term and such writing specifically approves the additional or different term.

1. Schedule and Delivery

B&E will use commercially reasonable efforts to deliver the Products to the delivery location by the delivery date specified in the PO. Unless the PO specifies otherwise B&E may in its sole discretion deliver the products to Buyer prior to the delivery date.

2. Price

The prices for the Products shall be as stated in an accepted PO. All prices are in U.S. dollars. Unless otherwise agreed in the PO, payment terms are net 30 days from the date of invoice. However, B&E may require full or partial payment in advance whenever advance payment is advisable, as reasonably determined by B&E, based upon the financial condition of Buyer.

Amounts not paid when due may be subject to a late payment charge of the lesser of 1% per month or the highest interest rate allowed under applicable law. Invoices not paid within previously agreed terms may in B&E’s sole discretion result in an automatic hold on the shipping and production of goods until Buyer's account is current.

Buyer will pay all taxes, duties, fees, levies, penalties, licenses, or charges imposed by any government authority, including but not limited to sales, use, VAT, GST, PST, gross receipts, and excise taxes (“Taxes”), on or with respect to the Products at or after risk of loss passes to Buyer to the extent of applicable law.

3. Changes

Any change proposed by Buyer in the drawings, specifications, quantities, delivery schedules, shipping instructions, or otherwise must be agreed to B&E. If any such change increases or decreases the cost of performing or the time required for performance of the PO, an equitable adjustment in price and/or schedule will be agreed to by the Parties. B&E will have no obligation to make any change proposed by the Buyer until the Parties agree to such equitable adjustment.

4. Warranty

All Products delivered hereunder will for a period of thirty-six (36) months after delivery to Buyer, be free of defects and conform to the specifications agreed to by the Parties. If the Products do not conform to the warranty set out in the preceding sentence, B&E will, as Buyer's sole and exclusive remedy, either rework, replace, or compensate Buyer for B&E authorized repairs of Products that are agreed to be non-conforming. The warranty provisions herein will not apply if;

a) the Products were in conformance with the specifications at the time of delivery to Buyer
b) the goods were rejected by the use or application of test or inspection procedures or processes not agreed to by B&E
c) Buyer has or has attempted to correct, repair, rework or otherwise alter the goods without B&E’s prior written authorization
d) Products that were acceptable to Buyer prior to work (e.g., machining, welding, heat treating, etc.) do not, after such work, meet the requirements of Buyer.

5. Limitation of Liability

In no event will either party be liable to each other or to any third party for the cost of procuring substitute products or services or lost profits arising in any way out of this agreement, whether or not such party had advance notice of the possibility of such damages. In no event will the cumulative liability of B&E be in excess of the value of this PO, whether arising under Warranty, contract, negligence, strict liability, Indemnification, defense or any other cause or combination of causes whatsoever.

6. Infringement Indemnification

Buyer will indemnify, hold harmless and defend B&E against any liability whatsoever for patent, trademark, trade name or other intellectual property right infringement resulting from such design, specifications or instructions.

B&E will indemnify, hold harmless and defend Buyer against any liability whatsoever for patent, trademark, trade name or other intellectual property right infringement resulting from B&E’s manufacturing processes and procedures.

The foregoing states the entire obligation of Buyer and B&E with regard to infringement of intellectual property rights.

7. Intellectual Property Ownership.

The Parties agree that each Party retains ownership of all intellectual property rights that existed as of the date hereof and any intellectual property arising as a result of the manufacture of Products hereunder or related to B&E’s manufacturing processes and procedures is owned by B&E.

8. Force Majeure

To the extent B&E is unable to carry out any of its obligations hereunder due to a Force Majeure, such obligations of B&E will be suspended during such Force Majeure’s continuance. The term "Force Majeure", as used herein, means any cause not reasonably within the control of B&E, and will include but not be limited to the following: physical events such as acts of God, disease, plague, landslides, lightning, earthquakes, fires, storms or storm warnings; acts of others such as terrorist attacks, riots, insurrections or wars.

If B&E’s performance is prevented by Force Majeure, it will provide reasonable notice to Buyer. Initial notice may be given orally; however, written notice with reasonably full particulars of the event or occurrence is required as soon as reasonably possible.

Upon providing notice of Force Majeure to Buyer, B&E will be relieved of its obligations (including its obligations to make delivery of Product), from the onset of the Force Majeure, to the extent and for the duration of the Force Majeure, and will not be deemed to have failed in such obligations to Buyer during such occurrence or event. Under no circumstance will B&E be obligated to cure any deficiencies in deliveries of Product caused by Force Majeure.

9. Applicable Law

This PO, and any other contract documents relating to the supply of Products to Buyer will be governed by and construed in accordance with the substantive and procedural laws of the State of California, USA.

Revised 10/08/2021