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a) SELLER: As used in this QUOTATION and or SALES ORDER, means Rush Gears Inc., Globe Transmission Corp., Globe Gears or any of its subsidiaries or divisions.

b) FURNISH COMPLETE: SELLER will furnish parts, gears, machinery or apparatus complete, including material, with all the machining, cutting, heat treat, and/or assembly operations being performed in accordance with specifications stated herein or on drawings.

c) MACHINING AND/OR CUTTING ONLY AND/OR HEAT TREAT ONLY AND/OR GEAR GRIND ONLY: Buyer furnishes to Seller material and/or machined blanks ready for the operations as specified herein only.

No order for products or services shall be binding upon Seller unless and until accepted in writing or by electronic means by an authorized representative of Seller.

All quotations, acknowledgments, order acceptances, sales, and deliveries are expressly subject to these Terms and Conditions of Sale. Buyer's submission of a purchase order, acceptance of Seller's quotation, or acceptance of delivery of any products shall constitute Buyer's acceptance of these Terms and Conditions. Seller expressly rejects any additional, inconsistent, or different terms contained in Buyer's purchase order, acknowledgment, or other documents. Such terms shall not become part of the parties' agreement unless expressly accepted in writing by an authorized representative of Seller. Seller's failure to object to any such terms shall not constitute acceptance of those terms or a waiver of these Terms and Conditions.

Seller may require satisfactory credit approval, advance payment, or other security acceptable to Seller before accepting or commencing performance of any order. Until such requirements are satisfied, Seller shall have no obligation to accept or perform the order.

Quotations are based upon the quantities, specifications, drawings, delivery schedules, and other information provided by Buyer. Any change requested by Buyer after Seller's acceptance of an order may result in revised pricing, additional engineering or tooling charges, modified delivery schedules, or other additional costs, all of which shall require Seller's written approval.

Any contract arising from Seller's acceptance of an order and these Terms and Conditions shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to its conflict of laws principles.

Buyer may not cancel, suspend, modify, or terminate any accepted order without Seller's prior written consent. If Seller agrees to any cancellation, suspension, modification, or termination, Buyer shall reimburse Seller for all costs and expenses incurred through the effective date of such action, including, without limitation, engineering, tooling, materials, labor, outside processing, work in process, finished goods, administrative expenses, storage costs, and a reasonable allowance for overhead and anticipated profit.

Order Receipt and Processing. Orders received by Seller before 12:00 p.m. Eastern Time (ET) on a business day shall be deemed received for processing on that business day. Orders received after 12:00 p.m. ET, or on weekends or holidays observed by Seller, shall be deemed received on the next business day. This provision establishes the timing of order processing only and shall not be construed as acceptance of any order, which shall occur only as provided above.

Delivery shall be F.O.B. Seller's plant. Delivery of products to a carrier at Seller's plant or other shipping point shall constitute delivery to Buyer and title shall pass at that time, regardless of freight payment. All risks of loss or damage in transit shall be borne by Buyer. Delivery promises are based on Seller's best judgment and Seller will attempt to fill orders at the agreed time. However, Seller shall not be liable for any damage claimed to result from any delay in delivery due to any cause whatsoever. Delivery times do not include business holidays.

Unless otherwise agreed in writing by Seller, invoices issued to Buyers with approved credit are due and payable 2%-10, Net 30 days from the invoice date. Payment shall be made in U.S. dollars by check, ACH, wire transfer, or another payment method approved by Seller. Transportation delays, shipping delays, or disputes unrelated to the amount invoiced shall not extend the payment due date.

Seller reserves the right to require advance payment, partial payment, progress payments, satisfactory credit approval, or other security acceptable to Seller as a condition of accepting or continuing performance of any order.

Any manufacturer's tax, retailer's occupation tax, use tax, sales tax, excise tax, duty, custom, inspection or testing fee, or any other tax, fee or charge of any nature whatsoever, imposed by any governmental authority, on or measured by any transaction between Seller and the Buyer, shall be paid by the Buyer in addition to the prices quoted or invoiced.

Rush Gears, Inc. ("Seller") manufactures gears, gear components, and related power transmission products in accordance with the specifications, drawings, models, or other requirements provided or approved by the Buyer.

No Design or Engineering Services

Seller is a manufacturer only and does not provide design, engineering, system integration, application analysis, or product suitability services. Any calculations, recommendations, comments, technical assistance, or other information furnished by Seller are provided solely as a courtesy and shall not be construed as engineering services, professional advice, or a warranty or representation that any product is suitable for any particular application.

Buyer's Responsibility

Buyer is solely responsible for determining the suitability of any product for its intended application, including, without limitation:

• gear selection;
• horsepower and torque ratings;
• service and safety factors;
• lubrication;
• installation and maintenance;
• operating conditions;
• regulatory compliance; and
• the design, performance, reliability, and safety of the Buyer's equipment, machinery, or complete system.

Seller is not responsible for the design, performance, operation, reliability, or safety of the Buyer's equipment, machinery, assemblies, or systems into which Seller's products are incorporated. Buyer assumes all responsibility for ensuring that the completed equipment or system is properly designed, tested, and suitable for its intended use.

Reliance on Buyer-Supplied Information

Seller is entitled to rely upon the accuracy, completeness, and suitability of all drawings, specifications, CAD models, samples, calculations, material specifications, tolerances, dimensions, engineering data, instructions, approvals, and other information supplied or approved by Buyer. Seller shall have no responsibility or liability for errors, omissions, inconsistencies, or defects arising from such information or from products manufactured in accordance with Buyer's specifications, instructions, or approvals.

When Seller prepares drawings, CAD models, or other manufacturing documentation based upon information supplied by Buyer or by reverse engineering of Buyer-furnished samples, Buyer shall be solely responsible for reviewing and approving such documentation prior to manufacture. Buyer's approval shall constitute confirmation that the documentation accurately reflects Buyer's design intent and requirements.

Seller shall not be responsible for verifying the adequacy, correctness, functionality, manufacturability, safety, or fitness for a particular purpose of Buyer-supplied or Buyer-approved designs or specifications, nor shall Seller be liable for any loss, damage, delay, or claim resulting from errors or omissions contained therein.

Prohibited Applications

Seller's products are intended for commercial and industrial applications only.
Unless Seller has expressly agreed otherwise in writing, Seller's products are not designed, manufactured, tested, certified, or warranted for use in:

• aircraft, aerospace, or aviation applications involving flight controls, propulsion systems, or any in-flight operation;
• automotive drivetrain or propulsion systems;
• marine propulsion systems; or
• any other safety-critical application in which product failure could result in personal injury, loss of life, catastrophic property damage, or significant environmental damage.

Buyer assumes all risks arising from any use of Seller's products in these prohibited applications unless Seller has provided prior written approval specifically authorizing such use.

Inspection and Acceptance

Buyer shall inspect all products immediately upon receipt. Any claim for shortages, shipping damage, nonconforming products, or other visible defects must be made in writing within ten (10) days after receipt. Products shall be deemed accepted unless Seller receives written notice of rejection within such period.

Limited Warranty

Seller warrants that products manufactured by Seller shall be free from defects in material and workmanship for a period of sixty (60) days from the date of shipment.

If, during the warranty period, a product is determined by Seller to be defective in material or workmanship, Seller's sole obligation, at Seller's option, shall be to repair or replace the defective product.

As a condition of any warranty claim, Buyer must provide written notice of the alleged defect within ten (10) days after discovery and no later than sixty (60) days after receipt of the product. Seller may require the product or affected parts to be returned, freight prepaid, to Seller's facility for inspection.

This warranty does not apply to products that have:

• been repaired, modified, or altered by anyone other than Seller;
• been improperly installed, maintained, stored, or operated;
• been subjected to misuse, abuse, negligence, accident, contamination, or overloading;
• been damaged by causes beyond Seller's reasonable control;
• been used contrary to Seller's written instructions or specifications; or
• been incorporated into applications prohibited by this Agreement.

Products or components not manufactured by Seller are covered only by the warranty, if any, provided by their original manufacturer. Seller's obligations with respect to such products are limited to the warranty actually provided to Seller by the original manufacturer.

Disclaimer of Warranties

THE FOREGOING WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT.

Limitation of Liability

BUYER'S SOLE AND EXCLUSIVE REMEDY SHALL BE THE REPAIR OR REPLACEMENT OF DEFECTIVE PRODUCTS AS PROVIDED ABOVE.

IN NO EVENT SHALL SELLER BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF BUSINESS, LOSS OF USE, LOSS OF PRODUCTION, DOWNTIME, COST OF SUBSTITUTE PRODUCTS, RECALL COSTS, OR CLAIMS OF THIRD PARTIES, WHETHER ARISING IN CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE.

SELLER'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO ANY PRODUCT OR TRANSACTION SHALL NOT EXCEED THE PURCHASE PRICE PAID BY BUYER FOR THE SPECIFIC PRODUCT GIVING RISE TO THE CLAIM.

Manufacturing Standards

Unless otherwise agreed in writing, gears manufactured by Seller shall conform, where applicable, to the applicable standards of the American Gear Manufacturers Association (AGMA) in effect at the time of manufacture.

Fair Labor Standards Act

Seller warrants that all goods sold are produced in compliance with the Fair Labor Standards Act of 1938, as amended.

Buyer shall not repair, modify, rework, or replace any allegedly defective product or authorize any third party to do so without Seller's prior written authorization. Seller shall have no obligation to reimburse Buyer for any unauthorized repairs, rework, labor, transportation, installation, removal, or related expenses. Reasonable costs incurred by Seller in investigating or evaluating claims determined to be without merit may be charged to Buyer.
Minor deviations or cosmetic imperfections that do not materially affect the form, fit, function, or intended performance of the product shall not constitute grounds for rejection or warranty claims.

No claim shall be allowed for products damaged after delivery through improper handling, storage, installation, misuse, abuse, modification, accident, or transportation by parties other than Seller.

Customer-Furnished Material

When Buyer furnishes raw material, forgings, castings, blanks, tooling, patterns, fixtures, or other property, Buyer warrants that such items are suitable for the intended manufacturing process.

If Buyer-furnished material is defective, inconsistent with specifications, or requires additional labor or processing not contemplated by the quotation, Seller may invoice Buyer for the additional costs incurred.

When machining, heat treating, grinding, plating, coating, or performing any other manufacturing operation on Buyer-furnished material, Seller shall not be liable for spoilage, cracking, distortion, rejection, hidden material defects, or other damage arising from the condition or characteristics of such material or from the inherent risks of the manufacturing process.

Seller shall exercise reasonable care with Buyer-furnished property but shall not be responsible for loss or damage resulting from fire, theft, natural disaster, equipment failure, acts of God, or other causes beyond Seller's reasonable control.

Indemnification

Buyer shall defend, indemnify, and hold harmless Seller and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all claims, demands, liabilities, damages, losses, judgments, costs, and expenses, including reasonable attorneys' fees, arising out of or relating to:

1. products manufactured in accordance with Buyer's drawings, specifications, instructions, approvals, or other requirements;
2. the design, engineering, performance, testing, certification, or use of Buyer's equipment or systems;
3. Buyer's modification, integration, installation, or use of Seller's products; or
4. Buyer's violation of applicable laws, regulations, or the intellectual property rights of any third party.

This indemnification obligation shall survive delivery, acceptance, and expiration of the warranty.

No alterations in specifications, either for total quantity, delivery, mechanical, chemical or other details may be made without written consent of an authorized official of Seller and readjustment of price.

Prices quoted are for acceptance within 30 days. Prices are based on running the full quantity for shipment at one time and to one destination unless otherwise agreed to in writing.

All clerical errors in Seller's quotations, acknowledgments and invoices are subject to correction.

All quotations are based on customer accepting overruns or under runs, not exceeding 10% of quantity ordered, to be paid for or allowed pro rata.

All prices listed provide for packing in accordance with the Company standard specifications.

Development, drawing, pattern and/or tool charges quoted in a proposal represent the Buyer's proportionate cost thereof and it is expressly understood that such drawings, patterns, and/or tools remain the property of the Seller, unless otherwise agreed in writing.

Seller will have no responsibility whatsoever with respect to patent infringement if the infringing products shall have been made to the specifications of the Buyer or a third party or if such alleged infringement shall consist of the use of Seller's products for purposes other than those for which the same shall have been sold by Seller and Buyer shall indemnify Seller against all claims arising out of alleged infringement of patents, designs, copyrights, or trademarks with respect to any goods manufactured to Buyer's specifications.

This Section applies whenever Seller manufactures products from Buyer-supplied samples, worn or damaged parts, assemblies, or components in the absence of complete engineering drawings or specifications.

Buyer acknowledges that reverse engineering cannot determine with certainty the original design intent, engineering calculations, tolerances, fits, clearances, materials, heat treatment, hardness, surface treatments, coatings, manufacturing methods, quality standards, or other proprietary characteristics of the original product.

Unless specifically provided by Buyer in writing, Seller will determine reasonable manufacturing specifications based upon its experience, measurements, inspection of the supplied sample, and accepted industry practices.

Seller does not warrant that a reverse-engineered product will be identical to the original product or that it will duplicate the original manufacturer's design, materials, performance, service life, load capacity, efficiency, or operating characteristics.

Buyer is solely responsible for identifying all dimensions, tolerances, materials, hardness requirements, performance requirements, and other characteristics that are critical to Buyer's intended application. Buyer shall notify Seller in writing of all such critical requirements before manufacture begins.

Seller recommends that Buyer review and approve any drawings, CAD models, specifications, or inspection reports prepared by Seller before production. Buyer's approval shall constitute acceptance that such documentation accurately reflects Buyer's requirements.

Buyer is solely responsible for validating the suitability, performance, and safety of any reverse-engineered product in its intended application prior to placing the product into service.

Prices quoted by Seller are based on Seller's best attempt to estimate all costs needed to produce products that are made to order from customer’s specifications or samples. However, from time to time an unforeseen need for special tooling and or processes may be required in order to produce made to order products that conform to the customer's specifications or samples. In the event of this occurrence Seller reserves the right to charge the customer in addition to the originally quoted price for any additional costs incurred in order to conform to the customer's specifications or samples.

Furthermore, Seller shall not be liable for any damage or costs claimed to result from any delay in delivery due to any cause whatsoever.