Payment Terms Molds:  Unless otherwise agreed to in writing the payment terms for molds is 50% with order & 50% with First Article Approval.  The final 50% is due in 60-days from delivery of said First Article Samples in absence of response to First Article Submission.

First Article Samples:  Data from seven samples per cavity shall be submitted along with six of the first article samples; the seventh sample shall be retained by SELLER.  First Article Samples provided to CORE shall be sold X-Works Origin (Malaysia or India) with standard warranty for quoted prices unless otherwise agreed to in writing.  Air Freight shipping, handling, & customs charges shall be billed to CORE unless otherwise agreed to in writing.

Payment Terms Parts/Production:  Unless otherwise agreed to in writing the payment terms for production parts is 2% 10, Net 30 days.

Minimum Order Quantities, Set Up Charges & Box Quantities:  All production orders may be subject to set up charges if the quantity of the order is less than the quoted minimum order quantity.  All orders shall be delivered in standard pack box quantities as quoted; all orders for quantities not evenly divisible by standard pack box quantities shall be delivered in full box quantities in the amount closest to the order amount without under-shipping unless otherwise agreed to in writing.

Indemnity:  SELLER AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS CORE, ITS PARENT, SUBISDIARIES AND AFFILIATED ENTITIES, AND THEIR AGENTS, CONTRACTORS, EMPLOYEES, OWNERS, OFFICERS, MANAGERS AND DIRECTORS FROM AND AGAINST ANY AND ALL CLAIMS, COSTS, DEMANDS, SUITS, JUDGMENTS, DAMAGES, LIABILITIES, OR EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES) FOR INJURY TO OR ILLNESS OR DEATH OF ANY EMPLOYEE OF SUCH INDEMNIFYING PARTY OR OF ITS CONTRACTORS OR AFFILIATES ARISING OUT OF OR IN ANY WAY RELATING TO THIS QUOTE OR SALES ORDER OR THE GOODS OR SERVICES DESCRIBED HEREIN (INCLUDING, WITHOUT LIMITATION, DURING OR IN CONNECTION WITH ANY INSPECTION OF ANY SAMPLES GENERATED PURSUANT TO THIS AGREEMENT), REGARDLESS OF THE CAUSE THEREOF, AND EVEN THOUGH CAUSED IN WHOLE OR IN PART BY CORE’S NEGLIGENCE OR LEGAL FAULT. 

IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR INCIDENTAL, CONSEQUENTIAL (INCLUDING LOST PROFITS), SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES IN CONNECTION WITH THIS AGREEMENT, THE MOLDS, SAMPLES, PRODUCTION PARTS, OR THE SERVICES DESCRIBED HEREIN AND RENDERED HEREUNDER, EVEN IF NOTICE WAS GIVEN OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF SUCH DAMAGES WERE REASONABLY FORESEEABLE. 
     
Express Warranty; Disclaimer of Warranty:  Following the applicable Approval Date for a Mold, Seller warrants that such Mold will meet the engineering specifications documented for such Mold for a period of seven (7) years following each Mold’s respective Approval Date.  CORE’s sole remedy for any breach of the warranty contained herein shall be, at the election of Seller, to repair or replace the defective Mold, with all costs of freight being the responsibility of Seller.

All warranties with respect to the Polymer Components described herein shall be set forth in the Quality Assurance Documents (Drawing, Inspection Criteria, Material Physical Property Specification, and First Article Inspection Form) negotiated by the Parties in good faith and executed prior to the date of commencement of production of such Polymer Components.

All quality and operational procedures of CORE must be strictly adhered to and are incorporated into the terms of this contract by reference.

Proprietary Information; Confidentiality; Indemnification:  CORE agrees that the rubber or plastic or urethane compound recipe and Mold, manufacturing processes, the portion of the Specifications marked with a stamp stating that it is the property of Seller, and all other information or trade secrets owned or developed by, or licensed to, Seller (collectively, the “Seller Proprietary Information”), is the proprietary information of Seller.  CORE further agrees that, during the Term of this Agreement and thereafter, it shall keep strictly confidential (and it shall cause its employees, agents and contractors to keep strictly confidential) the Seller Proprietary Information and any other confidential business and technical information of Seller, including but not limited to information incorporated in any materials furnished to CORE by Seller (collectively, the “Seller Confidential Information”). This obligation of confidentiality shall not extend to information which (i) CORE can show by tangible evidence to have been in its possession prior to CORE’s receipt thereof from Seller; (ii) is now or hereafter becomes generally available to the public through no fault of CORE’s; or (iii) may hereafter lawfully be obtained by CORE from a third party not under a similar obligation of confidentiality.  CORE will not, without the written consent of Seller, use Seller Confidential Information for any purpose other than in furtherance of the aims and objectives of this Agreement.  CORE agrees to limit disclosure of any Confidential Information to its employees, agents, subcontractors or advisors on a “need to know” basis only, and only for the purposes mentioned above.  CORE further agrees to use all reasonable efforts, including obtaining appropriate commitments from such employees, agents, subcontractors or advisors, to prevent such employees, agents, subcontractors or advisors from disclosing such Seller Confidential Information to others or using it except as needed for the purpose mentioned above. CORE acknowledges that any breach of this subsection may cause irreparable harm to Seller and that money damages may not provide an adequate remedy therefore; CORE therefore agrees and consents to the seeking of injunctive or other equitable relief in Seller’s favor in the event of a breach or threatened breach of this subsection, without requirement of the posting of a bond, in addition to all other remedies now or hereafter existing at law, equity, by statute or otherwise.

Seller agrees that the portion of the Specifications marked with a stamp stating that it is the property of CORE, and all other information or trade secrets owned or developed by, or licensed to, CORE (collectively, the “CORE Proprietary Information”), is the proprietary information of CORE.  Seller further agrees that, during the Term of this Agreement and thereafter, it shall keep strictly confidential (and it shall cause its employees, agents and contractors to keep strictly confidential) the CORE Proprietary Information and any other confidential business and technical information of CORE, including but not limited to information incorporated in any materials furnished to Seller by CORE (collectively, the “CORE Confidential Information”). This obligation of confidentiality shall not extend to information which (i) Seller can show by tangible evidence to have been in its possession prior to Seller’s receipt thereof from CORE; (ii) is now or hereafter becomes generally available to the public through no fault of Seller’s; or (iii) may hereafter lawfully be obtained by Seller from a third party not under a similar obligation of confidentiality.  Seller will not, without the written consent of CORE, use CORE Confidential Information for any purpose other than in furtherance of the aims and objectives of this Agreement.  Seller agrees to limit disclosure of any CORE Confidential Information to its employees, agents, subcontractors or advisors on a “need to know” basis only, and only for the purposes mentioned above.  Seller further agrees to use all reasonable efforts, including obtaining appropriate commitments from such employees, agents, subcontractors or advisors, to prevent such employees, agents, subcontractors or advisors from disclosing such CORE Confidential Information to others or using it except as needed for the purpose mentioned above. Seller acknowledges that any breach of this subsection may cause irreparable harm to CORE and that money damages may not provide an adequate remedy therefore; Seller therefore agrees and consents to the seeking of injunctive or other equitable relief in CORE’s favor in the event of a breach or threatened breach of this subsection, without requirement of the posting of a bond, in addition to all other remedies now or hereafter existing at law, equity, by statute or otherwise.

Seller shall have all rights, title and interest, including all intellectual property rights, in and to all Seller Proprietary Information and Seller Confidential Information, and all enhancements and derivatives thereof.  CORE shall have all rights, title and interest, including all intellectual property rights, in and to all CORE Proprietary Information and CORE Confidential Information.

If a third party makes a claim against CORE, or its subsidiaries or affiliates, asserting or involving a patent, copyright, trade secret or proprietary right violation involving the Seller Proprietary Information or Seller Confidential Information (a “Seller Intellectual Property Claim”), Seller will defend, at its expense, and will indemnify CORE, or its applicable subsidiaries or affiliates against any loss, cost, expense, or liability arising out of such claim, whether or not such claim is successful.  Seller will have no indemnification obligation if the claim is based solely on the use of the Seller Proprietary Information or Seller Confidential Information in combination with other designs, processes or technology not furnished by Seller, or modification of the Seller Proprietary Information or Seller Confidential Information, when without such combination or modification the claim would not have arisen and the Seller Proprietary Information or Seller Confidential Information itself is not alleged to breach the applicable rights of the third party claimant.

Choice of Law / Venue:  Unless otherwise agreed to in writing the Law of the state of Texas, United States of America shall govern this contract.  The venue for all action arising under this contract shall be Harris County, Texas, United States of America.  The language of all proceedings will be English.

Force Majeure:  Neither Party shall be liable for default in the performance or discharge of any duty or obligation under this Agreement (other than the payment of money), to the extent caused by an act of God, civil or military authority, public enemy, terrorist acts or threats, fire, floods, winds, storms, labor disorders, strikes, work stoppages or other labor trouble, riots, civil commotion, closing of the public highways, and other contingencies, similar to the foregoing, beyond the reasonable control of the affected Party.

Effect of Waiver:  The failure of either Party to enforce any of the rights given to it under this Agreement shall not be construed as a waiver of the right of such Party to exercise any such right as to any subsequent breaches of this Agreement.
Severability: If any provision of these terms is found by a court of competent jurisdiction to be unenforceable for any reason, the remainder of the terms shall continue in full force and effect.

Read Carefully; This is a CONTRACT.  FORMATION OF THIS CONTRACT IS EXPRESSLY CONTINGENT UPON ACCEPTANCE OF THESE TERMS IN FULL.

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