Summit Automotive Partners

Vendor shall furnish the products ordered hereunder (the “Products”) and the services ordered hereunder (the “Services”) in strict compliance with this Agreement unless Summit Automotive approves a change in writing. No change adverse to Summit Automotive shall be implied in this Agreement by course of dealing or usage of trade.

Vendor warrants good and marketable title to the Products and a conveyance free and clear of any encumbrances. Vendor warrants that the Products and/or Services are (i) merchantable, (ii) produced or performed in a good and workmanlike manner within industry standards, (iii) free from defects in workmanship and materials, (iv) free from defects in design, except to the extent that such design is furnished solely by Summit Automotive, (v) fit for the particular purpose for which they are purchased, (vi) in strict conformance with all applicable regulatory standards whether governmental or industry sponsored, and (vii) in strict conformance with any specifications, descriptions, samples, drawings, designs and requirements set forth on, attached to or incorporated in this Agreement or otherwise furnished by Summit Automotive to Vendor or furnished by Vendor to Summit Automotive and accepted by Summit Automotive (“Specifications”). The foregoing warranties are in addition to any other warranty, expressed or implied, furnished by Vendor to Summit Automotive, or implied by law. All warranties shall inure to the benefit of Summit Automotive and its affiliates and their respective officers, directors, employees, agents, contractors, successors, assigns, customers and users of the Products and/or Services. Any attempt by Vendor to limit, disclaim or restrict the foregoing warranties or any remedies of Summit Automotive in Vendor’s acknowledgement, confirmation, invoice or other documentation is hereby objected to and shall be null and void. All warranties shall survive payment and acceptance by Summit Automotive.

Summit Automotive is entitled, at its option, in addition to all remedies available at law or in equity and all other remedies hereunder, to all remedies for breach of the foregoing warranties, including, without limitation, the following: (i) rejection; (ii) revocation of acceptance; (iii) replacement; (iv) repair; (v) set-off; (vi) cover, by purchasing goods and services in substitution, and recovery of damages; (vii) recovery of direct, incidental and consequential damages; and (viii) specific performance. All costs associated with the foregoing warranties, remedies, returns, replacements and repairs shall be at Vendor’s sole expense. Payment before inspection of Products or Services shall not constitute acceptance of them by Summit Automotive and regardless of payment, Summit Automotive reserves the right to reject all Products or Services until they are inspected by Summit Automotive. Nothing in the foregoing sentence will be construed to affect or limit Summit Automotive’s right of revocation of acceptance.

Unless otherwise agreed to in writing by Summit Automotive, the prices for Products and Services covered by this Agreement are complete and include all costs incurred by Vendor in connection with this Agreement, including, without limitation, all costs of materials, parts, tools, overhead, labor, packing and shipping. In the event Vendor is responsible for, required to or permitted by law to collect taxes or fees of any kind for the Products and/or Services provided hereunder, including without limitation, sales, use, property, excise and value-added taxes, export duties, levies, taxes and fees and recycling fees, these taxes and fees shall be included, itemized and identified in the applicable invoice. Unless otherwise agreed to in writing, the terms of payment are net amount due thirty (30) days from the date of receipt by Summit Automotive of Vendor’s acceptable invoice.

All technical data, confidential business information and intellectual property, including, without limitation, all designs, blueprints, specifications, samples, tools, patterns, engineering data, product know how, trademarks, service marks and other proprietary information or intellectual property (collectively, “Proprietary Information”) which are provided to Vendor by Summit Automotive or which result from any design or development work by Vendor or otherwise are prepared by Vendor for Summit Automotive in connection with the performance of this Agreement, shall, unless otherwise specifically agreed in writing by Summit Automotive, be proprietary information and intellectual property rights of Summit Automotive and shall be kept confidential by Vendor and used by Vendor solely for the purpose of performing Vendor’s obligations under this Agreement. These Terms and Conditions shall not grant by implication, estoppel, or otherwise, any license to any identifying elements related to Summit Automotive’s business, which may include the Summit Automotive name, certain logos, trademarks or service marks. Vendor is expressly forbidden to use samples bearing the Summit Automotive logo for any public exhibition, including but not limited to sales presentations or trade shows, without Summit Automotive’s express written consent. Vendor and Summit Automotive agree to keep confidential the prices and the nature of the relationship between the parties, without disclosure to third parties.

To the fullest extent permitted by law, Vendor shall indemnify, defend and hold harmless Summit Automotive and its affiliates and their respective officers, directors, employees, agents, contractors, successors, assigns, customers and users of Products and/or Services from and against all claims, losses, liabilities, damages and expenses (including reasonable attorney’s fees) arising out of, resulting from or in any way connected with (i) any breach by Vendor of any of its representations, warranties or agreements set forth herein, (ii) personal injury to or death of persons and damage to Summit Automotive’s property or the property of any other person or entity in any manner arising out of, caused by or connected with Vendor’s performance or non-performance of this Agreement, or (iii) alleged infringement of any patent, copyright, trade secret or other proprietary or intellectual property right of any third party, as well as for the alleged unfair competition resulting from similarity in design, trademark or appearance of goods or services, by reason of the use or sale of any Products or Services furnished under this Agreement. Summit Automotive’s liability, if any, for any loss or damage in any way connected with, arising out of or resulting from this Agreement shall not exceed the price allocable to the particular Products or Services upon which such liability is based, regardless of whether such liability arises in contract, tort (including, without limitation, negligence or strict liability) or otherwise. In no event shall Summit Automotive be liable for loss of profits or revenue or for any incidental, consequential, special or punitive damages.

Vendor shall maintain adequate commercial general liability (including product liability), automobile liability (including non-owned automobile liability) and workers’ compensation insurance (including employer’s liability) to protect Summit Automotive and its affiliates and their respective officers, directors, employees, agents, contractors, successors, assigns, customers and users of Products and/or Services with respect to the indemnities above and any claims under workers’ compensation, safety and health, occupational disease and similar laws and regulations. All such insurance shall be primary and not secondary. If requested by Summit Automotive, Vendor shall furnish evidence of such insurance in form and substance satisfactory to Summit Automotive. Compliance by Vendor with these insurance requirements does not in any way relieve Vendor of its obligations of indemnification contained above or other obligations of this Agreement or under applicable law.

Summit Automotive and Vendor are independent contractors. Nothing herein shall be deemed or construed by the parties as creating any other relationship whatsoever, and neither party has any express or implied authority to create or assume any obligation on behalf of the other.

Vendor may hire, employ or engage individuals and/or entities (“Vendor Employees”) for purposes of assisting Vendor provided that (i) Summit Automotive has no obligation or liability whatsoever with respect to Vendor Employees, (ii) Vendor has complete responsibility for, and assumes all risks and liabilities associated with, hiring, firing, compensating and supervising Vendor Employees, and (iii) Vendor complies with all obligations hereunder with respect to Vendor Employees, including its indemnity obligations pursuant to Section 7 of this Agreement. Vendor acknowledges that by employing such Vendor Employees, Vendor has complied with all federal and state employment and immigrations laws and that all Vendor Employees performing services for Summit Automotive are authorized to work in the United States.

Vendor shall comply with all applicable statutes, laws, ordinances, codes, orders, rules, regulations, proclamations and other governmental requirements, and all provisions required thereby to be included in this Agreement are incorporated herein by this reference.

Vendor acknowledges that Summit Automotive associates are prohibited from giving gifts, bribes or kickbacks to, or receiving gifts, bribes or kickbacks from, Vendors, potential vendors, competitors, customer, or anyone else who has a business relationship with Summit Automotive. Additionally, Vendor acknowledges that Summit Automotive associates are prohibited from taking for themselves opportunities that are discovered though the use of Summit Automotive property, information, or position; using corporate property, information, or position for personal gain; competing with Summit Automotive; or dealing in products sold or services performed by Summit Automotive.

This Agreement supersedes any and all agreements, either oral or written, between the parties with respect to the matters contained herein and contains all the agreements between the parties with respect thereto. Any modification or waiver of any provision of this Agreement must be in writing and signed by the parties. No failure to exercise or delay in exercising any of Summit Automotive’s rights or remedies under this Agreement will be deemed a waiver by Summit Automotive of such rights or remedies or any other rights or remedies. The duties and obligations of Vendor and the rights of Summit Automotive with respect to warranties, remedies, proprietary rights, indemnities and insurance, and any other rights and obligations which by their nature would survive, shall survive payment, acceptance or performance under, or termination of, this Agreement. The headings herein are for convenience of reference only and shall not constitute a part of this Agreement, nor shall they affect the meaning, construction or effect thereof. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision hereof.

Neither party may assign this Agreement or any rights or obligations hereunder or thereunder without first obtaining the written consent of the other party; provided, however, that Summit Automotive may assign this Agreement to any of its subsidiaries or affiliates at any time without notice to Vendor and without Vendor’s consent.

Notices shall be in writing and be sent to the party at the addresses provided below by prepaid, registered or certified U.S. mail or by any national overnight mail service. Notices shall be deemed to have been given on the earlier of (i) the date of receipt by the party being notified or (ii) three (3) days from the date sent by the notifying party, if sent by U.S. mail, or two (2) days from the date sent by the notifying party, if sent by national overnight mail service.