SUPPLIER TERMS AND CONDITIONS

APPLICABILITY

Except as otherwise expressly provided in a writing signed by an officer of Nook Industries, Inc. (“Nook”), these Terms and Conditions apply to any purchase of goods or services by Nook from a supplier (“Supplier” or “you”). Nook reserves the right to update or modify these Terms and Conditions at any time without prior notice.

CONTRACT

Your acceptance of a purchase order from Nook, including by submission or return of an express acknowledgment thereof, submission of a response to an RFP or RFQ (including, e.g., by fax or through the nookindustries.com website) or delivery of the goods or services referenced therein (in each case, a “Purchase Order”) constitutes your agreement to follow and be bound by the current Terms and Conditions. For this reason, Nook Industries encourages you to review these Terms and Conditions whenever you consider accepting a Purchase Order. No purported change, modification or revision of a Purchase Order or any term therein (including goods, services, prices, delivery or payment terms, etc.) or in these Terms and Conditions shall be effective unless expressly agreed to in writing by Nook, and any failure of Nook to specifically reject (either orally or in writing) any conflicting term(s) purporting to modify a Purchase Order or any term therein or herein shall not constitute assent thereto by Nook. Acceptance of a Purchase Order by Supplier affects a contract between Supplier and Nook.

PRICES

Except as otherwise specified in a writing signed by Nook, prices for all goods and services shall be as specified in a Purchase Order. Supplier warrants that the prices for all goods and services sold to Nook are no less favorable than those then extended to any other party for the same or like goods or services. In the event Supplier establishes or offers a lower price for the sale of such goods or services to any other party, from the date of acceptance of a Purchase Order to the date the invoice for same is sent to Nook, Supplier agrees to reduce such price(s) to Nook correspondingly.

EXTRA CHARGES

Except as specified in a Purchase Order, no additional charges of any kind, including charges for packing, cartage, taxes, import or export duties, excises, or other extras, will be allowed or payable by Nook unless specifically agreed to in writing in advance by Nook.

SUB-CONTRACTORS

Upon request of Nook, Supplier will identify all sub-contractors providing goods or services in connection with Supplier’s prior or prospective fulfillment of a Purchase Order; provided further that Supplier will engage any sub-contractor(s) designated by Nook.

ACCESS TO FACILITIES

Supplier shall grant reasonable access to Supplier’s facilities and records (and, as applicable, to facilities and records of Supplier’s sub-contractors) to representatives of Nook, as well as government and/or regulatory agencies, for purposes of assessing Supplier’s compliance with all relevant legal, regulatory and contractual requirements, including those specified in a Purchase Order.

TAXES

Supplier's prices shall exclude any federal, state or local sales, use or excise taxes levied upon or measured by the sale, the sale price or use of goods or services provided by Supplier hereunder. All such taxes, which are lawfully applicable and are to be paid by Nook, shall be listed separately on Supplier’s invoice(s). Tax exemption certificates or other evidence of exemption, furnished by Nook, shall be accepted by Supplier in lieu of Nook’s payment of such taxes.

PACKAGING AND DELIVERY

Deliveries are to be made in quantities and at times and places specified in a Purchase Order. Nook reserves the right at any time to cancel and void an order or any part thereof without liability if delivery is not made in conformance with the applicable Purchase Order prior to 3:00 PM (local time) on the date specified.

Each package to be delivered to Nook shall be labeled with the Purchase Order number and shall specify its contents on a delivery voucher, failing which Nook may refuse delivery and return same without liability and at Supplier’s expense. Goods or deliveries, which do not conform to a Purchase Order, may be returned at Supplier's expense. Supplier warrants that goods will be packaged properly and any damage to goods due to inadequate packaging will be the responsibility of Supplier and will entitle Nook, in addition to any other right or remedy it may have, to refuse same, at Supplier’s expense.

TITLE AND RISK OF LOSS

Unless otherwise provided, prices are ExWorks at the destination specified in the Purchase Order and title and risk of loss shall pass upon Nook’s acceptance of the goods as provided herein.

INSPECTION AND ACCEPTANCE

Goods shall be accepted when such goods have been delivered to Nook and have passed Nook's inspection and tests. Services shall be accepted ten (10) days after performance thereof by Supplier, absent rejection by Nook within such time. Neither acceptance nor rejection of all or any part of such goods or services by Nook shall relieve Supplier of any of its obligations or warranties hereunder, nor bar or limit any claim by Nook based upon any default of Supplier or defect in the goods or services. In no event shall payment be deemed to constitute acceptance.

In event that goods or services are rejected, Nook may cancel the Purchase Order as to some or all such goods and services and provide notice to Supplier. Goods not accepted by Nook (including any in excess of the quantity specified in an applicable Purchase Order) will be held at Supplier's risk; provided that, Nook may (and at Supplier's direction shall) return such goods to Supplier at Supplier's risk; all transportation and handling charges, both to and from the original destination, shall be paid by Supplier; and any payment previously made for such goods shall be promptly refunded by Supplier to Nook. Return of goods by Nook shall not constitute a waiver of any right or remedy, which Nook may have as a result of or in connection with same.

COMPLIANCE WITH REQUIREMENTS

Supplier is responsible to verify and demonstrate compliance with all applicable requirements, including as specified in a Purchase Order. No audit, surveillance, inspection and/or tests made by Nook, its representatives, or representatives of its customers, wherever undertaken, shall relieve Supplier of applicable requirements nor preclude subsequent rejection of goods or services by Nook or its customers.

PAYMENT

Except as otherwise provided in a Purchase Order, undisputed invoices are due and payable net sixty (60) days from receipt. Disputed invoices will not become due and payable until such dispute has been resolved to the mutual satisfaction of the parties. Supplier agrees to notify Nook at least forty-eight (48) hours prior to the shipment of any C.O.D. order.

WARRANTIES

In addition to warranties implied by law, and except as otherwise provided in an applicable Purchase Order, Supplier warrants (i) that all goods supplied hereunder will be free from defects in material and workmanship and conform to and perform in accordance with all applicable requirements (including as specified in a Purchase Order), and the use or sale thereof by Nook or its customers will not infringe or misappropriate any patent, copyright, trademark, trade secret or other proprietary right; (ii) that all services supplied hereunder will be performed in a competent and workmanlike manner by qualified personnel and will conform to all applicable requirements at the time of such performance; and (iii) that in its performance under any Purchase Order, Supplier will comply fully with all applicable federal, state and local laws and regulations.

INDEMNIFICATION

Supplier shall defend, indemnify and hold harmless Nook and its customers against any and all losses, claims, liabilities, costs and expenses (including but not limited to attorney fees) arising from any allegation (i) of injury to person(s) or damage to property resulting from goods or services provided by Supplier hereunder or the use thereof; (ii) of any defect in the goods or services provided by Supplier hereunder; (iii) of harm resulting from any act or omission of Supplier, its agents, employees or subcontractors; or (iv) otherwise, which, if true, would constitute a breach of Supplier’s warranties hereunder. In any suit or proceeding in which Supplier is obliged to indemnify Nook, in the event that Nook or its customers may be enjoined from using, in whole or in part, any goods or services provided by Supplier, in addition to any other right or remedy Nook may have, Supplier, at Nook’s option and Supplier's expense, shall promptly: (i) secure on behalf of Nook and its customers the right to use such goods or services, or (ii) modify or replace said goods or services such that they continue to meet all applicable requirements but use thereof by Nook or its customers is not subject to injunction.

COMMITMENTS

Unless otherwise authorized in writing by Nook, Supplier shall not make commitments for materials nor fabricate goods intended for Nook in advance of time necessary to permit timely delivery of same.

CHANGES

Any proposed change(s) to goods, services, manufacturing process, materials, packaging, delivery, or sub-contractor(s) employed by Supplier in connection with a Purchase Order must be approved in advance, in writing by Nook, and any change made by Supplier without Nook’s approval may result in cancellation of the Purchase Order or rejection of the goods or services, at no cost to Nook. All Purchase Orders shall be subject to cancellation or modification by Nook, provided that, in the event of such a cancellation or modification, Nook shall be responsible only for the price of goods or services accepted, if any, plus the actual, documented, reasonable costs incurred by Supplier to effect such modification or cancellation. Any increase in the price of the goods or services resulting from modification of a Purchase Order is subject to the prior written approval of Nook.

DEFAULT

Nook reserves the right, by written notice, to cancel a Purchase Order without cost or liability in the event of (i) insolvency of Supplier, (ii) the filing of any petition in bankruptcy (voluntary or involuntary) seeking to have Supplier declared bankrupt, (iii) the appointment of a receiver or trustee for Supplier, or (iv) the execution by Supplier of an assignment for the benefit of creditors. If Supplier fails to perform or breaches any of the terms or conditions of a Purchase Order or these Terms and Conditions, Supplier agrees that Nook may, immediately upon written notice to Supplier and without any cost or liability, (i) cancel any Purchase Order, in whole or in part, and/or (ii) obtain replacement goods or services from another source, and that Supplier will reimburse Nook for any additional costs resulting therefrom.

Neither party shall not be responsible for delays or defaults that are caused by acts of God, wars, riots or other extraordinary circumstances, but only to the extent that such party’s timely performance is thereby rendered impossible, in which event Nook reserves the right to cancel any affected Purchase Order without cost or liability of any kind.

SPECIAL TOOLS

Unless otherwise specified, all drawings, designs, patterns, tools, dies, jigs, machinery and equipment needed by Supplier for its performance under any Purchase Order shall be obtained by Supplier at its own expense and shall be the property of Supplier. Any drawings, designs, patterns, tools, dies, jigs, machinery, equipment or similar materials provided to Supplier by Nook, shall, upon Nook’s request, be returned promptly to Nook or otherwise satisfactorily accounted for, and Supplier, at its expense, shall insure all such items for the reasonable value thereof against loss or damage of any kind.

NOOK CERTIFICATION REQUIREMENTS

The following information is the outline that Nook has defined for certification requirements for purchased products and/or services. All certifications are required at the time of receipt. This applies to all suppliers of Nook Industries. It is the suppliers responsibility to ensure that all paperwork is secure and intact. There will be a charge to the supplier if certifications are missing at the time of receipt. The charge for missing certifications will be the greater of a minimum of $75.00 per occurrence per product or the cost to Nook Industries based on the time expensed to acquire said certifications. The supplier will be issued a debit against their account with references to the purchase order, product(s), and the date of the occurrence.

    Raw Material
  • Dimensional
  • Castings
  • Forgings
  • Molded Parts

Require: CMTR (Certified Mill Test Report), physicals, must declare material specification, i.e. SAE, ASTM.

Heat Lots cannot be mixed. Must be indetified and segregated.

    Special Processes
  • Passivation
  • Heat Treating
  • Paint
  • Plating
  • Weld
  • Surface Finish Changes

Require: Certificate of Conformance/Compliance stating the specification the part was processed against; Nook print or industry standard i.e. passivated to AMS 2700.

    Finished Parts
  • Machined to Nook Print
  • Purchased Complete to Nook Print or Spec
  • Purchased Complete from a Catalog

Require: Material Certs CMTR (Certified Mill Test Report), special process certs. If able, C of C's. When applicable, dimensional inspection results, C of C's for Government flowdown requirements.

ASSIGNMENT

No Purchase Order, nor any right or obligation thereunder, may be assigned or transferred, in whole or in part, to any third party without the prior written consent of Nook. In all events, Supplier shall remain responsible for performance of every Purchase Order and all obligations thereunder.

REMEDIES

To the greatest extent permitted by applicable law, and notwithstanding anything to the contrary herein, Nook’s rights and remedies hereunder and under every Purchase Order shall be cumulative and not exclusive.

APPLICABLE LAW

These Terms and Conditions, every Purchase Order and every contract resulting from the acceptance thereof by Supplier shall be governed by and construed according to the laws of the State of Ohio, without regard to its choice of law provisions.