Terms & Conditions of purchase

All Purchase Orders issued by Endries International, Inc. DBA IPC Rail, an Endries International, Inc. Company, or any of its parent companies, affiliates, or subsidiaries (“IPC Rail ” or "Endries") are subject to the terms and conditions stated herein. No terms or conditions other than these terms and conditions, including those in any acceptance, confirmation, acknowledgment, invoice or document attached to be incorporated by reference from a supplier (herein, “Seller”), shall be binding upon Endries unless accepted in writing by Endries. Seller’s shipment or performance pursuant to an Endries’ issued Purchase Order constitutes acceptance of these terms and conditions. Notwithstanding any other provision of this Purchase Order, Endries expressly reserves the right to revoke orders at any time prior to Endries’ receipt of notice of acceptance by Seller.

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SHIPMENT

All products shall be properly packed for shipment. Seller shall comply with IPC Rail’s standard routing and shipping instructions. If such instructions are not attached or have not been previously received by Seller, instructions must be requested from IPC Rail immediately. No additional charges will be allowed for packing, crating, freight, express or cartage unless specified on the face of the Purchase Order. Any loss or damage, whenever occurring, which results from Seller’s improper packaging or crating shall be borne by Seller.

All products shall be properly labeled and identified with IPC Rail’s Purchase Order number and IPC Rail’s item number (or other identification number shown on the Purchase Order). Product furnished in excess of the quantity ordered will be retained by IPC Rail at no additional cost, unless Seller notifies IPC Rail within 30 days after shipment that it desires the return thereof. Seller will reimburse IPC Rail for the full cost of returning such over shipment or a minimum charge of $100, whichever is higher. No notification will be given to Seller of any over shipment. If no packing list accompanies the shipment, IPC Rail’s count will be conclusive to Seller.

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TRANSPORTATION / TITLE

Unless otherwise stipulated on the face of this Purchase Order or as modified in writing from an IPC Rail purchasing agent, products covered by this Purchase Order shall be shipped “FOB destination.”

Title to said products shall pass to IPC Rail only upon delivery to an IPC Rail specified end destination, regardless of risk of loss. Delivery in advance of the specified IPC Rail shipping date, however, will not cause passage of title, transfer of risk of loss and/or establish FOB point.

Transportation charges for products delivered FOB destination must be prepaid. No charges for unauthorized transportation will be allowed. Any unauthorized shipment which will result in excess transportation charges must be fully prepaid by the Seller. IPC Rail expressly reserves the right to offset any unauthorized transportation charges that are not prepaid by Seller.

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DELIVERY SCHEDULE

Time is the essence in the fulfillment of this Purchase Order. This Purchase Order is subject to cancellation if not shipped at the specified time(s). IPC Rail reserves the right to refuse deliveries made in advance of the delivery schedule.

Products shipped after the time specified may be returned at the Seller’s expense for full credit. Retention of all or any part of such products shall not be considered acceptance of same. Acceptance of such products shall not be deemed a waiver of IPC Rail’s right to hold the Seller liable for any loss or damage resulting therefrom, nor shall it act as a modification of the Seller’s obligation to make future deliveries in accordance with the delivery schedule.

IPC Rail shall be reimbursed in full for all products returned. In addition thereto, IPC Rail shall have the privilege, if shipment is not made on time, to purchase similar products in the open market in such quantities as they may find necessary not exceeding the amount called for in this Purchase Order and hold Seller responsible for the difference, if any, between the price so paid and the Purchase Order price.

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EXCUSABLE DELAYS

Seller shall not be liable for damages for delay in delivery arising out of causes beyond its reasonable control and without its fault or negligence, including but not limited to acts of God, acts of the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, and unusually severe weather.

If the delay is caused by the delay of a subcontractor of Seller, and if such delay arises out of causes beyond the reasonable control of both Seller and the subcontractor and without the fault or negligence of either of them, Seller shall not be liable to IPC Rail in damages unless the products or services to be furnished by the subcontractor were obtainable from other sources in sufficient time to permit the Seller to meet the required delivery schedule.

Seller will notify IPC Rail in writing within ten (10) days after the beginning of any such cause.

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CERTIFICATES OF ORIGIN AND CUSTOMS DOCUMENTATION

By accepting this Purchase Order, Seller accepts full responsibility for the completeness and accuracy of the corresponding Certificate of Origin and all other customs documentation provided to IPC Rail. Seller accepts any liabilities resulting from inaccurate data on these documents or failure to comply with Certificate of Origin requirements.

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INSPECTION

All products shall be subject to inspection and testing at all times and places, including the period of manufacture, by IPC Rail, and are also subject to final inspection and acceptance at IPC Rail’s facilities notwithstanding any payments or other prior inspection.

Such final inspection shall be made within a reasonable time after delivery. If any of the products furnished hereunder are found at any time to be defective in material or workmanship or otherwise not in conformity with the requirements of this Purchase Order, IPC Rail, in addition to any other rights which it may have under all applicable warranties or otherwise, may at its option correct or have corrected the nonconformity at Seller’s expense, or reject and return such products and/or discontinue such services at Seller’s expense.

Such products shall not be replaced without written authorization from IPC Rail. IPC Rail may accept, without prejudice, a portion of any shipment, and at its option, have Seller repair or replace any non-conforming portion of the shipment at Seller’s expense. Items rejected shall be removed promptly by the Seller at its expense and at its risk.

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WARRANTY

In addition to Seller’s customary warranties and any other warranties contained herein or implied in fact or by law, Seller warrants that the products delivered and services performed will conform to specifications, drawings, samples or other descriptions furnished or specified by IPC Rail (or if not furnished or specified, to standard commercial specifications), will be merchantable, of high quality and free from defects in design, material and workmanship.

Seller warrants that all such products will conform to any statements made on the containers or labels or advertisements for such products, and that any products will be adequately contained, packaged, marked and labeled.

If Seller knows or has reason to know the particular purpose for which IPC Rail intends to use the products, Seller warrants that such products will be fit for such particular purpose.

Seller warrants that products furnished will conform in all respects to samples.

In addition, Seller warrants that it will comply with all applicable laws, rules and regulations of governmental authority covering the production, sales and delivery of the products.

Inspection, test, acceptance or use of the products furnished hereunder shall not affect the Seller’s obligation under this warranty, and all warranties shall survive inspection, test, acceptance, use and payment, and shall be for the benefit of IPC Rail and its successors, assigns, customers and users of products sold by IPC Rail.

Seller’s warranties shall not be limited in any way by IPC Rail extending express or implied warranties to its successors, assigns or customers.

The remedies stated in this paragraph shall be in addition to, or not in lieu of, other remedies that IPC Rail may have under contract or under law for the breach of any of the warranties herein contained. All warranties shall survive acceptance and payment.

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PRICING / TERMS OF PAYMENT

Unless otherwise agreed to in writing between IPC Rail and Seller, payment terms for this Purchase Order shall be 2% ten (10) days, net sixty (60) days.

The pricing set forth on the Purchase Order shall not be increased nor the terms hereof changed without IPC Rail’s written consent.

The Seller warrants that the prices of the products covered by this Purchase Order are not in excess of the Seller’s lowest lawful prices in effect on the date of this Purchase Order for comparable quantities of similar products.

IPC Rail shall be entitled at all times to set-off any amount owing at any time from Seller to IPC Rail or any of its affiliates against any amount payable at any time by IPC Rail in connection with this Purchase Order.

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TAXES

Seller is liable for and shall pay all taxes, impositions, charges and exactions imposed on or measured by this Purchase Order except those IPC Rail specifically agrees or is required by law to pay and which are separately stated on Seller’s invoice.

Prices shall not include any taxes, impositions, charges, and exactions for which IPC Rail has furnished an exemption certificate.

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INSURANCE

Seller agrees to maintain in effect insurance coverage with reputable insurance companies covering workers’ compensation and employers’ liability, automobile liability, commercial general liability (including products liability) and excess liability.

Seller’s policy limits shall be at least $1,000,000 per occurrence for bodily injury and property damages with a $3,000,000 aggregate. Seller’s insurance shall be primary and not contributory with IPC Rail’s insurance and shall name IPC Rail as an additional insured with respect to the commercial general liability policy. Seller’s insurance carriers shall not cancel or materially amend such policies without 30 days prior written notice to IPC Rail. Upon request, Seller shall furnish a certificate evidencing the obligations set forth in this paragraph.

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CONFIDENTIALITY / OWNERSHIP OF DRAWINGS

All information furnished by IPC Rail and received, obtained or utilized by Seller in connection with IPC Rail purchases is deemed confidential and shall not be disclosed or used without IPC Rail’s consent.

Title to all tooling, plans, drawings, prints, samples and other materials shall remain with IPC Rail and if requested shall be promptly returned. No license or copyright privileges are granted to Seller under this Purchase Order and all rights are expressly retained by IPC Rail.

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HAZARDOUS MATERIALS

If any products constitute or contain hazardous or toxic chemicals, Seller shall provide all required notices and information including Material Safety Data Sheets (MSDS). Seller agrees to maintain such information current and shall provide IPC Rail with any revised information on a timely basis. Failure to provide required documentation may result in withholding of payment.

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PATENT AND COPYRIGHT INDEMNITY

Seller hereby indemnifies IPC Rail, its successors, assigns, agents, customers and users of the articles against loss, damage or liability including attorney fees arising from patent infringement claims involving products supplied hereunder. IPC Rail does not grant indemnity to Seller for infringement of any patent, trademark, copyright or data rights.

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PRODUCT LIABILITY INDEMNIFICATION

To the fullest extent permitted by law, Seller agrees to indemnify, defend and hold harmless IPC Rail and its affiliated companies, customers, directors, officers, employees and agents from any claims, damages, costs or liabilities arising out of defects or alleged violations associated with products supplied under this Purchase Order.

This includes product safety recalls, corrective actions, and retrofits.

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TERMINATION

IPC Rail shall have the right to terminate the Purchase Order or any part thereof at any time. In the case of termination for convenience, termination claims must be submitted within 30 days. Unless otherwise agreed, IPC Rail shall be liable for no more than 30 days finished inventory and 60 days raw inventory. If Seller fails to comply with delivery schedules or other terms, IPC Rail may terminate the Purchase Order without liability. IPC Rail may purchase replacement products elsewhere and Seller shall be liable for any excess cost incurred.

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COMPLIANCE WITH LAWS

Seller warrants that all products and services comply with applicable federal, state and local laws including but not limited to:

Fair Labor Standards Act
FAR Equal Opportunity clauses
REACH regulations
RoHS directives
Occupational safety regulations

Seller agrees to indemnify IPC Rail for any failure to comply with applicable laws.

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CALIFORNIA PROPOSITION 65

Seller must notify IPC Rail if products contain chemicals covered by California Proposition 65 requiring a warning label and must ensure proper labeling for sale in California. The list of covered chemicals exceeds 900 substances and continues to expand.

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CONFLICT MINERALS

Seller shall ensure that products supplied to IPC Rail are DRC conflict-free. Seller shall establish due diligence processes consistent with OECD Due Diligence Guidance and cooperate with IPC Rail to support compliance with Dodd-Frank Section 1502 and SEC reporting requirements. Seller must disclose any use of conflict minerals and provide documentation verifying responsible sourcing.

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APPLICABLE LAW

The formation, acceptance and performance of this Purchase Order between IPC Rail and Seller shall be governed by the laws of the State of Wisconsin, without regard to conflict of law principles.

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WAIVER

IPC Rail’s failure to insist upon strict compliance shall not be deemed a waiver of any right granted herein. No waiver shall be effective unless in writing and signed by IPC Rail.

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ASSIGNMENT

Neither this Purchase Order nor any rights or obligations herein may be assigned by Seller without prior written consent from IPC Rail. The terms and conditions shall bind permitted successors and assigns. IPC Rail retains the right of recoupment or set-off against Seller or its affiliates.

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