Applicable to All Purchase Orders Issued to Suppliers
Revision Date: May 1, 2026
These Terms and Conditions (“Terms”) apply to all Purchase Orders (“PO”) issued by Therma-Tech
Engineering Inc. dba THERMATECH | AR LINTERN (“Buyer”) to the supplier identified on the face of the
PO (“Seller”). Seller’s acknowledgment of a PO, commencement of work, or shipment of any goods
constitutes Seller’s unconditional acceptance of these Terms in their entirety. Any terms or conditions in
Seller’s acknowledgment, quotation, invoice, or other document that are additional to, different from, or in
conflict with these Terms are hereby expressly objected to and rejected and shall not become part of any
agreement between the parties unless separately agreed to in a written instrument signed by an
authorized officer of Buyer.
1. PRICE AND PAYMENT
1.1 The price stated on the PO is firm and not subject to change without Buyer's prior written consent. No
charges for packaging, boxing, crating, transportation, or insurance will be allowed unless expressly
stated in the PO.
1.2 Buyer's standard payment terms are Net 60 days from receipt of a correct and undisputed invoice,
unless otherwise stated on the face of the PO. Seller shall invoice Buyer only after full delivery and
acceptance of conforming goods.
1.3 Buyer reserves the right to offset against any amounts owed to Seller any amounts that Seller owes
to Buyer, including but not limited to warranty chargebacks, premium freight costs, and costs of
nonconforming goods.
1.4 Prices shall not be increased without Buyer's prior written approval, regardless of changes in Seller's
material, labor, or overhead costs, unless a specific price escalation mechanism is agreed upon in a
separate written agreement.
2. DELIVERY AND LEAD TIMES
2.1 Time is of the essence. Delivery dates stated on the PO are firm commitments. Any delay in delivery
shall constitute a material breach of contract, and Buyer shall be entitled to all remedies available under
the Uniform Commercial Code (UCC), including but not limited to the right to cancel the PO and procure
substitute goods from an alternate supplier.
2.2 Unless otherwise specified, all shipments shall be made DDP (Delivered Duty Paid) to Buyer's
designated facility per the applicable INCOTERM. Risk of loss and title to goods shall not pass to Buyer
until physical delivery to and acceptance at Buyer's facility.
2.3 If late delivery requires Buyer or Buyer's customer to incur premium or expedited freight costs, such
costs shall be borne entirely by Seller.
2.4 Seller shall promptly notify Buyer in writing of any anticipated delay, including the cause and a
proposed recovery plan. Such notification does not constitute a waiver of Buyer's rights hereunder.
2.5 The specific quantity ordered must be delivered in full. Partial shipments are not permitted unless
authorized in writing by Buyer. Any unauthorized quantity in excess of the PO quantity is subject to
rejection and return at Seller's expense.
3. INSPECTION OF GOODS
3.1 All goods shall be received subject to Buyer's (and Buyer's customer's) right of inspection and
rejection. Buyer may inspect goods at Seller's facility prior to shipment and may reject any nonconforming
goods at any time, including after delivery.
3.2 Buyer shall rely upon its customer's inspection for purposes of satisfying the requirements of
applicable law. If any goods are rejected by Buyer's customer, Seller shall be liable for all expenses of the
return, re-inspection, and replacement of such goods.
3.3 Acceptance of any goods or payment therefor shall not constitute a waiver of Buyer's right to reject
nonconforming goods subsequently discovered, nor shall it constitute acceptance of Seller's terms and
conditions.
3.4 Buyer is not obligated to return nonconforming goods. If Seller requests return of rejected goods,
Buyer will use reasonable efforts to do so, provided that Seller pays all return freight and handling costs in
advance. Failure to return nonconforming goods shall not constitute acceptance or waiver of any rights or
remedies.
4. TESTING AND CERTIFICATION
4.1 Seller warrants and represents that it will perform adequate testing of all goods to ensure they
conform to Buyer's specifications and requirements prior to shipment.
4.2 Upon Buyer's request, Seller shall promptly furnish to Buyer: (a) Seller's specifications and
specification sheets used in the manufacture of the goods; (b) all test reports generated in connection
with the goods; and (c) written certification, in a form acceptable to Buyer, verifying test results and
confirming compliance with all applicable specifications.
4.3 Where required by Buyer, Seller shall complete and submit a Production Part Approval Process
(PPAP) package or First Article Inspection (FAI) report prior to initial production shipment, in accordance
with the applicable AIAG PPAP standard or as otherwise specified by Buyer.
5. QUALITY REQUIREMENTS
5.1 All goods shall strictly conform to all drawings, specifications, samples, and other descriptions
referenced in or attached to the PO.
5.2 Seller shall maintain a Quality Management System certified to IATF 16949 (preferred) or, at
minimum, ISO 9001, and shall make records of such certification available to Buyer upon request.
5.3 Seller shall immediately notify Buyer in writing upon discovery that any nonconforming goods have
been or may have been shipped. Seller shall implement containment measures and provide an 8D or
equivalent corrective action report within the timeframe specified by Buyer.
5.4 Buyer reserves the right to conduct supplier audits at Seller's facility, with reasonable advance notice,
to verify compliance with quality, regulatory, and contractual requirements.
6. WARRANTIES
6.1 Seller warrants that all goods and materials supplied under a PO shall: (a) strictly conform to all
applicable specifications, drawings, and descriptions; (b) be free from defects in material and
workmanship; (c) be merchantable; and (d) be fit for their intended use and purpose.
6.2 These warranties shall survive delivery and shall not be deemed waived by reason of Buyer's or
Buyer's customer's acceptance of, or payment for, the goods.
6.3 The warranty period shall be no less than 36 months, or the warranty period Buyer provides to its end
customer, whichever is longer, commencing upon delivery of the finished product containing Seller's
goods to the end customer.
6.4 In the event of a warranty breach, Seller shall, at Buyer's option: (a) repair or replace the
nonconforming goods at no cost to Buyer; or (b) refund the purchase price. Seller's warranty obligation
includes all associated costs incurred by Buyer or Buyer's customer, including labor, teardown, re-
inspection, return freight, premium freight, and customer-imposed chargebacks.
6.5 Seller warrants that all goods and materials supplied hereunder do not infringe any patent,
trademark, copyright, trade secret, or other intellectual property right of any third party. Seller shall
defend, indemnify, and hold Buyer harmless from and against all claims, losses, damages, and expenses
(including reasonable attorneys' fees) arising from any claim that goods or materials supplied by Seller
infringe any third-party intellectual property right.
7. CHANGES
7.1 Buyer reserves the right to issue written change orders modifying the PO with respect to
specifications, quantities, packaging, delivery schedules, or place of delivery. Seller shall not implement
any changes to goods, materials, processes, tooling, or supply sources without Buyer's prior written
approval.
7.2 Any proposed change by Seller shall be submitted to Buyer in writing as an Engineering Change
Request (ECR) and must receive Buyer's written approval before implementation. Buyer shall not be
obligated to approve any proposed change.
7.3 If any authorized change causes an increase or decrease in cost or delivery time, the parties shall
negotiate an equitable adjustment in writing. Seller must submit any request for equitable adjustment
within 30 days of the change order; failure to do so constitutes a waiver of any such claim.
8. TOOLING AND INTELLECTUAL PROPERTY
8.1 Any tooling, equipment, fixtures, dies, molds, jigs, or gauges paid for by Buyer (“Buyer Tooling”) shall
remain the sole property of Buyer, shall be clearly marked as such, and shall be maintained by Seller at
Seller's cost in good working condition. Buyer Tooling shall be returned to Buyer upon demand.
8.2 All drawings, designs, specifications, data, software, and other technical information provided by
Buyer to Seller are and shall remain Buyer's exclusive property and constitute Buyer's confidential
information. Seller may use such information solely to fulfill its obligations under the applicable PO.
8.3 Seller grants to Buyer a perpetual, royalty-free, irrevocable license to use any intellectual property
developed by Seller that is incorporated into, or necessary for the use or manufacture of, any goods
supplied to Buyer under a PO.
9. CONFIDENTIALITY
9.1 All information provided by Buyer to Seller in connection with any PO, including specifications,
drawings, pricing, customer information, and business data, is confidential (“Confidential Information”).
Seller shall not disclose Confidential Information to any third party without Buyer's prior written consent.
9.2 Seller shall limit access to Confidential Information to those of its employees and approved
subcontractors who have a need to know and who are bound by confidentiality obligations no less
restrictive than those set forth herein.
9.3 Seller's confidentiality obligations shall survive the termination or expiration of any PO or business
relationship between the parties for a period of 5 years.
10. SUBCONTRACTING
10.1 Seller shall not subcontract or delegate any of its obligations under a PO, in whole or in part, without
Buyer's prior written approval. Such approval shall not be unreasonably withheld.
10.2 Approved subcontractors are subject to the same quality, confidentiality, and regulatory
requirements applicable to Seller under these Terms. Seller remains fully responsible for the performance
and compliance of all approved subcontractors.
11. INDEMNIFICATION
11.1 Seller shall defend, indemnify, and hold Buyer and Buyer's customers, officers, directors,
employees, and agents harmless from and against any and all claims, actions, losses, liabilities,
damages, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) any
defect in or nonconformance of goods supplied by Seller; (b) Seller's negligence, willful misconduct, or
breach of these Terms; (c) any product liability claim attributable to Seller's goods; (d) any recall or field
action caused by Seller's goods; or (e) any infringement of third-party intellectual property rights as
described in Section 6.5.
12. INSURANCE
12.1 Seller shall, at its own expense, obtain and maintain in full force during the term of any PO and for a
period of 5 years thereafter the following minimum insurance coverages:
Commercial General Liability: $2,000,000 per occurrence / $4,000,000 aggregate
Product Liability: $2,000,000 per occurrence / $4,000,000 aggregate
Workers' Compensation: Statutory limits per applicable law
Employer's Liability: $1,000,000 per occurrence
Automobile Liability: $1,000,000 combined single limit
12.2 Buyer shall be named as an Additional Insured on all Commercial General Liability and Product
Liability policies. Seller shall provide certificates of insurance evidencing the foregoing coverages upon
request, and shall provide at least 30 days' prior written notice of cancellation or material change.
13. REGULATORY AND LEGAL COMPLIANCE
13.1 Seller shall comply with all applicable federal, state, local, and international laws, regulations, and
ordinances in the performance of its obligations under any PO, including but not limited to:
REACH and RoHS (restricted substances reporting and compliance)
Conflict Minerals (Dodd-Frank Section 1502 / CMRT reporting obligations)
IATF 16949 or ISO 9001 Quality Management System requirements
OSHA and applicable environmental, health, and safety (EHS) regulations
Foreign Corrupt Practices Act (FCPA) and applicable anti-bribery laws
Country of origin, import/export control, and customs regulations
All applicable NHTSA and automotive safety regulations
13.2 Seller shall promptly notify Buyer of any actual or potential non-compliance with the foregoing and
shall take immediate corrective action at Seller's expense.
14. RECALLS AND CONTAINMENT
14.1 If any goods supplied by Seller are determined or suspected to be the cause or contributing cause
of a product recall, field action, safety campaign, or government-mandated action, Seller shall cooperate
fully with Buyer and all applicable regulatory agencies (including NHTSA) and shall bear all costs
associated with such action to the extent attributable to Seller's goods.
14.2 Upon Buyer's written request, Seller shall implement containment measures within 24 hours and
provide a written corrective action plan within the timeframe specified by Buyer.
15. REMEDIES
15.1 If Seller breaches any term or provision of a PO or these Terms, or any other obligation imposed
upon Seller by law, Buyer shall have all remedies available at law or in equity, including but not limited to
the right to cancel the PO, cover by procuring substitute goods, and recover all direct, indirect, incidental,
and consequential damages caused by Seller's breach.
15.2 The remedies set forth herein are cumulative and in addition to, not in lieu of, any other rights or
remedies available to Buyer.
16. TERMINATION
16.1 Termination for Convenience. Buyer may terminate any PO, in whole or in part, for any reason or no
reason, upon 30 days' written notice to Seller. In the event of such termination, Buyer's liability shall be
limited to payment for conforming goods already delivered and accepted, and authorized work-in-process
that cannot be reasonably redirected, in each case at the PO price.
16.2 Termination for Cause. Buyer may terminate any PO immediately upon written notice to Seller in the
event of: (a) Seller's material breach of these Terms; (b) Seller's insolvency, bankruptcy, or assignment for
the benefit of creditors; (c) repeated quality failures; or (d) Seller's failure to meet delivery requirements.
In such event, Buyer shall have no payment obligation for nonconforming goods and shall be entitled to
recover all costs of cover and resulting damages.
17. FORCE MAJEURE
17.1 Neither party shall be liable for delays in performance caused directly by events beyond its
reasonable control, including acts of God, fire, flood, earthquake, natural disasters, war, terrorism,
epidemics, pandemics, government-mandated shutdowns, labor disputes, energy shortages,
transportation disruptions, or supplier failures (“Force Majeure Event”), provided the affected party: (a)
promptly notifies the other party in writing; and (b) uses commercially reasonable efforts to mitigate the
impact and resume performance.
17.2 If a Force Majeure Event affecting Seller continues for more than 30 days, Buyer may, at its option,
cancel the affected PO without liability to Seller, and Buyer may procure substitute goods from alternate
sources.
17.3 Financial hardship, increased costs, or general market conditions shall not constitute a Force
Majeure Event.
18. ORDER OF PRECEDENCE AND ENTIRE AGREEMENT
18.1 Buyer offers to purchase the goods described on the face of the PO from Seller, but only subject to
these Terms and any additional provisions stated on the PO. These Terms and the PO constitute the
entire agreement between Buyer and Seller with respect to the subject matter hereof and supersede all
prior negotiations, representations, and agreements.
18.2 Buyer expressly objects to and rejects any terms and conditions that may be contained in any
acknowledgment, invoice, quotation, or other form issued by Seller, and notifies Seller that such terms are
rejected in their entirety. Acceptance of any goods from Seller shall not constitute acceptance of any
Seller terms and conditions.
18.3 These Terms may only be modified by a written instrument signed by an authorized officer of Buyer
and delivered to Seller. No verbal agreement, email exchange, or course of dealing shall constitute a
modification of these Terms.
19. GOVERNING LAW AND DISPUTE RESOLUTION
19.1 This PO and these Terms shall be governed by and construed in accordance with the laws of the
State of Michigan, without regard to its conflict of law principles. The United Nations Convention on
Contracts for the International Sale of Goods (CISG) is expressly excluded.
19.2 In the event of a dispute arising under or relating to a PO or these Terms, the parties shall first
attempt to resolve the dispute through good-faith negotiation between senior representatives. If not
resolved within 30 days, either party may submit the dispute to non-binding mediation. If mediation fails,
disputes shall be resolved by litigation in the state or federal courts located in Wayne County, Michigan,
and both parties consent to the personal jurisdiction of such courts.
20. GENERAL PROVISIONS
20.1 Severability. If any provision of these Terms is found invalid or unenforceable, the remaining
provisions shall continue in full force and effect.
20.2 Waiver. Buyer's failure to enforce any provision of these Terms shall not constitute a waiver of
Buyer's right to enforce that provision in the future.
20.3 Assignment. Seller may not assign any PO or its rights or obligations hereunder without Buyer's
prior written consent. Buyer may assign any PO to an affiliate or successor without Seller's consent.
20.4 Notices. All formal notices under these Terms shall be in writing and delivered by certified mail,
overnight courier, or email with confirmed receipt to the addresses on the face of the PO.
20.5 Relationship of the Parties. Seller is an independent contractor. Nothing in these Terms creates an
employment, agency, joint venture, or partnership relationship between the parties.
20.6 Cumulative Remedies. All rights and remedies of Buyer under these Terms are cumulative and in
addition to, not in lieu of, any other rights and remedies available at law or in equity.
20.7 Survival. Sections relating to Payment, Warranty, Indemnification, Intellectual Property,
Confidentiality, Governing Law, and Dispute Resolution shall survive the termination or expiration of any
PO.