Valued Supplier:

You are important to us and contribute to our ability to conform to our customers’ requirements.  In order to achieve this success, we are flowing down the following requirements. Please note that many of these are qualified based on their applicability to your goods and/or services.

1. PROCESS, PRODUCT, and/or SERVICE CHANGES
   Suppliers are required to notify Hafendorfer Machine, Inc. of any change to the organization (i.e. Management, Facility Location, External Providers, Process Change, or Changes in Product) and, when required, obtain written approval from Hafendorfer Machine, Inc. for any activity supporting our orders.
2. CERTIFICATION
   Approved supplier based on ISO 9001, AS9100, and/or NADCAP, it is your responsibility to provide new certificates when the current certificate expires.  You are also required to notify us if your certificate lapses or is revoked within seven (7) days of such action.Hafendorfer Machine requires that all special processes required by this purchase order must be performed by competent qualified personnel.
3. RIGHT TO ACCESS
   By us, our customer, the customer’s customer, and regulatory agencies shall be allowed the right of access to determine and verify the quality of work, records, and material at any place, including the plant of the Supplier.
4. QUALITY SYSTEM
   Hafendorfer Machine does not require suppliers to be certified to ISO or AS, but suppliers shall implement and maintain a quality management system that reflects requirements ISO 9001:2015, AS9100: 2016 Rev D or MIL-PRF-31032.  Suppliers shall implement and maintain a calibration system in conformance with the most current revision of AS 9100:2016 Rev. D or ISO 9001:2015. A Supplier evaluation form must be on file at Hafendorfer Machine, Inc. prior to acceptance of product. Hafendorfer Machine, Inc. reserves the right to approve Suppliers based on requirements and resources.
5. CALIBRATION
   All Suppliers providing calibration services must be certified to 17025.  Calibration certificates must identify standards used and must be traceable to NIST (National Institute of Standards Technology). 
6. DOCUMENT CONTROL
   Hafendorfer Machine, Inc. requires that all suppliers are to retain all records associated with the purchase orders for a minimum of (5-7) years.
7. PRODUCT VERIFICATION
   Verification by Hafendorfer Machine, Inc. shall not absolve the Supplier of the responsibility to provide acceptable product, nor shall it preclude subsequent rejections by Hafendorfer Machine, Inc.
8. INTERACTION
   Suppliers can communicate with Hafendorfer Machine, Inc. through the following means: verbal, in writing, or electronically and may include, but not limited to: quoting, purchase orders, inquires, and non-conforming issues.  Suppliers shall hold all information received from Hafendorfer Machine, Inc. in confidence and no third party request for information will be authorized unless approved, unless  in writing or electronically, by Hafendorfer Machine, Inc.
9. APPROVED PROCESSING SOURCES
   Suppliers shall use only end item Customer approved processing sources.
10. CONTROL OF NONCONFORMING PRODUCT
    Nonconforming product produced from Hafendorfer Machine, Inc. provided material will be segregated, tagged, and returned to Hafendorfer Machine, Inc. along with completed (Supplier’s) internal nonconformance report. Documented cause and corrective action is required.
11. SUPPLIER DISCLOSURE NOTIFICATION
    Suppliers are required to notify Hafendorfer Machine, Inc .on all known nonconformities, which have already shipped to Hafendorfer Machine, Inc.  and/or Hafendorfer Machine, Inc.’s customers. Notification shall be timely and in writingor electronically. If a Hafendorfer Machine, Inc. customer contacts the Supplier directly on a nonconformance issue, the Supplier shall notify Hafendorfer Machine, Inc. in a timely manner and supply Hafendorfer Machine, Inc .with all the same data/information supplied to Hafendorfer Machine, Inc.’s customer.
12. HANDLING, PACKAGING, PRESERVATION, AND DELIVERY
    The Supplier shall use appropriate methods of handling, packaging, and preservation to prevent damage of product in process and during delivery.  Supplier shall take necessary steps during processing and packaging to prevent addition of any foreign object debris or contaminates.  A packing list shall accompany every delivery.
13. STATISTICAL TECHNIQUES
    When required by Hafendorfer Machine, Inc. contract, the Supplier shall perform statistical analysis for applicable key characteristics, and provide results upon Hafendorfer Machine, Inc.’s request or Hafendorfer Machine, Inc.’s customer’s request.  The supplier shall implement and maintain a Key Characteristics (KC) control program acceptable to Hafendorfer Machine, Inc.
14. DESIGN AND DEVELOPMENT
    Design and development control (where applicable) does not apply to all Hafendorfer Machine, Inc. Suppliers.
15. INSPECTION
    Suppliers are required to perform inspection activities to ensure that purchased product meets requirements, dimensions, etc.  Special processes (anodizing, heat treat, welding, etc.) where compliance cannot be verified by inspection will require a Certificate of Conformity. Certificates shall identify the supplier’s name, part number (with revision), quantity, purchase order number, and title and signature of authorized supplier representative.
    When necessary, Hafendorfer Machine, Inc. may inspect or audit at the supplier’s facility.
16. FIRST ARTICLE REQUIREMENTS
    First Articles may be requested if the requirement is "flowed down".  Supplier shall provide completed inspection report/control plan or equivalent, meeting the requirements of any customer specific requirements.  Documentation shall be provided with the first shipment as evidence of 100% inspection of (1) one part from the first run.
17. MATERIALS SUPPLIERS
    Material supplied against this contract must be purchased from approved sources of the end item users (Hafendorfer Machine, Inc.’s Customer).  Hafendorfer Machine, Inc. required Material Certificates, Certificates of Conformity, Certificate of Analysis, and/or other supporting documentation shall accompany every delivery.  Material test reports- the supplier shall provide chemical and physical analysis of raw material demonstrating compliance to the applicable material specification.
    Material Safety Data Sheets (MSDS): The supplier must supply an MSDS with the material, if applicable. If data is not immediately available, forward MSDS data sheets to Hafendorfer Machine, Inc. within 10 days of receiving the order.
18. NON-DOMESTIC MATERIAL SUPPLIERS
    Non-Domestic material supplied against this contract must be purchased from approved sources of the end item users (Hafendorfer Machine, Inc.’s Customer). Hafendorfer Machine, Inc. required Material Certificates, Certificates of Conformity, Certificate of Analysis, and/or other supporting documentation shall accompany every delivery.  Material test reports- the supplier shall provide chemical and physical analysis of raw material demonstrating compliance to the applicable material specification.
    Material Safety Data Sheets (MSDS): The supplier must supply an MSDS with the material, if applicable. If data is not immediately available, forward MSDS data sheets to Hafendorfer Machine, Inc. within 10 days of receiving the order.
19. COUNTERFEIT PARTS PREVENTION
    Hafendorfer Machine, Inc. requires that the supplier have policies and procedures to identify potential Counterfeit Parts from suppliers.  The Supplier warrants that Counterfeit Supplies shall not be supplied to the Purchaser or installed in the Purchaser’s products by the Supplier.  The Supplier warrants that only new, unused, authentic, genuine and legitimate Items shall form part of the Supplies supplied to the Purchaser. In the event Supplier becomes aware or suspects that it has furnished Counterfeit Parts, it shall immediately notify Hafendorfer Machine, Inc.
20. EXTERNAL PROVIDERS
    The Suppliers shall use designated or approved external providers and process sources.  The Supplier will flow down to sub-tier suppliers, these terms and conditions requirements.
21. EMPLOYEE AWARENESS
    The Supplier shall provide information to employees ensuring they are aware of their contributions to product or service conformity, their contribution to product safety, and the importance of ethical behavior.
22. QUALITY MANUAL
    Our quality manual is available for review in PDF format upon request by emailing:  customerservice@hafendorfer.com.

TERMS AND CONDITIONS
The following Terms and Conditions apply to this contract.

1. The Seller, by acceptance of this Order, accepts all the terms and conditions hereof. Acceptance of this Order shall take place either by execution and return of the signed acknowledgment copy accompanying this purchase order or by part performance of this Order. Any modifications or alterations of or additions to the terms and conditions of this Order, to be binding must be in writing, signed by an authorized representative of the Purchaser and delivered by the Purchaser to the Seller. Any term, condition, or reservation, inconsistent with the terms hereof that may be contained in any printed or standard acknowledgement, invoice form, or other document issued by Seller shall be of no effect (Purchaser hereby objects to any such inconsistent terms, conditions, or reservations, and notifies Seller that they are rejected) notwithstanding Purchaser’s act of accepting or paying for any shipment or otherwise performing the obligations on its part to be observed or performed hereunder.
2. Unless otherwise stated in this Order, terms are Net Forty-five (30) days after delivery of goods and receipt of invoices.
3. Seller represents that any price or prices specified in this Order do not exceed Seller’s current selling prices for the same or substantially similar goods. Unless otherwise stipulated all prices inserted on the face of this Order shall represent the total cost to the Purchaser as at the point of delivery specified herein, including all sales taxes, excise taxes, and customs duties and other Government and Municipal taxes, levies, and charges of every description and charges for packing, crating, boxing, storage, and shipping charges. If price is not stipulated on this Order, it is not to be filled at higher prices than last previously quoted or charged without written authority of purchaser.
4. All goods shall be shipped F.O.B. as stated on the face of this order. If goods are shipped F.O.B. destination or Purchaser’s plant, shipping charges must be prepaid in all cases. No insurance premium or shipping costs will be allowed unless authorized in writing. Goods must be packed and delivered to conform to Uniform Freight Classification to obtain lowest shipping rate. Packing slips must be enclosed with all shipments showing order number, line number, release number, if any, and quantity. Charges accrued through Seller’s failure to ship in accordance with Purchaser’s shipping instructions will be charged to Seller’s account.
   
5. Time shall be of the essence in this Order. The goods must be delivered strictly in accordance with the quantities, specifications, and delivery schedule specified, otherwise, in addition to its legal remedies, Purchaser shall be at liberty to cancel this Order, in whole or in part. Purchaser assumes no obligation for goods shipped in excess of quantities specified in this Order or prior to delivery schedule specified.
6. Goods are subject to inspection by Purchaser and Purchaser shall be the final judge of the goods. No payment will be made to Seller in respect to any goods, which are rejected on such inspection. Purchaser reserves the right to retain any portion of any shipment not strictly in accordance with specification and in such case will pay to Seller a reasonable price therefore, but such retention shall not preclude Purchaser from rejecting the remainder of any or other shipments. Rejected goods will be held for Seller’s instructions and at its risk and expense. If instructions are not received within fifteen (15) days after notice of rejection, goods will be returned at Seller’s expense. No goods returned as defective shall be replaced without Purchaser’s written permission. Where re-work is required to meet specification requirements, such re-work shall be arranged for by Seller at no cost to Purchaser. Payment for goods shall not constitute acceptance thereof by Purchaser nor shall Purchaser’s inspection or omission to inspect relieve Seller of its obligation to furnish all goods in strict accordance with all terms and provisions of this Order.
7. Seller expressly warrants that all goods covered by this Order will be fit and sufficient for the purpose intended, merchantable, of good design, material, and workmanship, free from defects and will conform to applicable specifications, drawings, samples, or description.
8. Seller agrees to indemnify and save harmless Purchaser, its successors and assigns, against all damages, expense, claims, demands, actions, suits, and proceedings for actual or alleged infringement of an patent, copyright, or trademark by reason of the sale, use, or incorporation into manufactured products, of the good furnished hereunder.
9. This Order shall not be assigned in whole or in part without the previous written consent of the Purchaser.
10. The remedies herein reserved shall be cumulative and additional to any other and further remedies provided in law or equity. No waiver of a breach of any provision of this contract shall constitute a waiver of any other breach, or of such provision.
11. The Seller shall not, without first obtaining the written consent of the Purchaser, in any manner advertise or publish the fact that Seller has contracted to furnish to Purchaser the goods herein mentioned, and for failure to observe this provision the Purchaser shall have the right to cancel the contract resulting from acceptance of this Order, without any further liability thereon.
12. If Seller ceases to conduct its operations in the normal course of business (including inability to meet its obligations as they mature), or if any proceedings under any bankruptcy or insolvency laws is brought by or against Seller, or a receiver for Seller is appointed or applied for, or an assignment for the benefit of creditors is made by Seller, Purchaser may terminate this Order without any liability, except for deliveries previously made.
13. Seller shall keep confidential all information, drawings, specifications, or data furnished by Purchaser, or prepared by Seller specifically in connection with the performance of this Order and shall not divulge or use such information, drawings, specifications or data to or for the benefit of any other party. Seller agrees that if the goods covered by this Order are to be manufactured to design or technical data furnished by Purchaser, the Seller shall not, without the prior written consent of Purchaser, manufacture any such goods except for and upon order of the Purchaser.
    
14. The obligations of Seller contained herein shall survive acceptance of the goods and payment therefore by the Purchaser.
15. Termination for Convenience/Basis for Termination; Notice – Hafendorfer Machine, Inc may, from time to time, terminate all or part of any Order issued hereunder, by written notice to Seller. Any such written notice of termination shall specify the effective date and the extent of any such termination.
16. 17. This Order shall be governed in all aspects by the laws of the State of Kentucky.

Terms and Conditions of Sale
PLEASE READ THESE TERMS AND CONDITIONS OF SALE ("SALES AGREEMENT") VERY CAREFULLY. THE CUSTOMER AGREES TO BE BOUND BY THIS SALE AGREEMENT AND ACCEPTS ITS TERMS AND CONDITIONS (UNLESS THE CUSTOMER HAS SIGNED A SEPARATE PURCHASE AGREEMENT WITH HAFENDORFER MACHINE, INC. (HMI), IN WHICH CASE THE SEPARATE AGREEMENT SHALL GOVERN).

Important Information About This Legal Contract
This Sales Agreement is a legal contract between the Customer and Hafendorfer Machine, Inc. (HMI). The Customer accepts this Sales Agreement by placing an order. (References to "you" or "your" shall relate to the Customer.) The terms and conditions of this Sales Agreement are subject to change without prior notice, except that the terms and conditions posted at the time the Customer initially places or modifies an order will govern the order in question. This Sales Agreement constitutes the entire agreement between the Customer and HMI relating to the purchase of goods or services. The Sales Agreement may only be modified or terminated in writing signed by HMI. In the event of any conflict between the terms and conditions stated on your purchase order and this Sales Agreement or any terms and conditions on our invoice, you agree that the provisions of this Sales Agreement and our invoice shall control.

To the best of our knowledge, the information contained in this quote is accurate.  However, neither Hafendorfer Machine, Inc., nor any of its subsidiaries assumes any liability whatsoever for the accuracy or completeness of the information contained herein. All materials may present unknown hazards and should be used with caution. In particular, improper use of our products and their inappropriate combination with other products and substances may produce harmful results which cannot be anticipated. Final determination of the suitability of any material is the sole responsibility of the user. Although certain hazards are described herein, we cannot guarantee that these are the only hazards that may exist. All service performed on internal parts and equipment should be provided by qualified technicians.  The work proposed within this quote is subject to change or alteration at any time.  HAFENDORFER MACHINE, Inc. places the ultimate responsibility of the scope, design and interpretation solely on the buyer of the product.  

Governing Law
This Agreement and any sales hereunder shall be governed by the laws of the State of Kentucky, without regard to conflicts of laws rules. The customer specifically waives any objection to, and hereby consents to the exclusive jurisdiction of the federal or state courts located in Jefferson County, Kentucky, for purposes of any suit, action or proceeding arising out of this Sales Agreement.

Title: Risk of Loss
Title to goods herein being purchased is retained by HMI until goods are paid for by the customer and at that time title passes to the customer. Loss or damage that occurs during shipping by a carrier selected by HMI is HMI's responsibility.

Quotation
HMI WILL NOT BE LIABLE FOR LOST PROFITS, LOSS OF BUSINESS OR OTHER CONSEQUENTIAL, SPECIAL, INDIRECT, OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY EXCEPT AS EXPRESSLY PROVIDED HEREIN. CUSTOMER AGREES THAT FOR ANY LIABILITY RELATED TO THE PURCHASE OF PRODUCTS OR SERVICES, HMI IS NOT LIABLE OR RESPONSIBLE FOR ANY AMOUNT OF DAMAGES ABOVE THE AGGREGATE DOLLAR AMOUNT PAID BY CUSTOMER FOR THE PURCHASE(S) UNDER THIS AGREEMENT.

Arbitration
Any claim, dispute, or controversy (whether in contract, tort, or otherwise, whether preexisting, present or future, and including statutory, common law, intentional tort and equitable claims) arising from or relating to this Sales Agreement, its interpretation, or the breach, termination or validity thereof, the relationships which result from this Sales Agreement (including, to the full extent permitted by applicable law, relationships with third parties who are not signatories to this Sale Agreement), HMI advertising, or any related purchase shall be resolved through binding arbitration in Louisville, KY, such arbitration to be conducted by the American Arbitration Association in accordance with their Commercial Dispute Resolution procedures. Judgment on the award rendered by the arbitrator(s) may be entered by any court having jurisdiction. Each party shall bear its own cost of any legal representation, discovery, or research required to complete arbitration

Orders; Payment Terms; Interest; Taxes; Collection; Set off
Orders are not binding upon HMI until accepted by HMI. Due to the volatile nature of the materials market, prices quoted are subject to change at the time the order is placed.   Terms of payment are within HMI’s sole discretion. Invoices are due and payable within the time period noted on the invoice, measured from the date of the invoice. HMI may invoice parts of an order separately. Customer agrees to pay interest on all past-due sums at the highest rate allowed by law. The Customer is responsible for all sales and all other applicable taxes associated with the order. Customer agrees to pay any and all costs of collection whatsoever, including reasonable attorneys' fees and court costs. HMI may, at its option, set off any and all sums which Customer owes to HMI under this contract or otherwise against any and all sums which HMI owes to Customer under this contract or otherwise. In addition, to secure Customer's obligation to HMI under this contract, including, without limitation, damages for breach, HMI shall have, and Customer hereby grants to HMI, a security interest in any goods provided under this contract.  Any new part orders require a first part approval signed by the customer. If you are unable to sign the first part approval on the scheduled day, HMI reserves the right to charge an additional set up fee. No new part orders can be put into production until the first part is approved.  Please make sure to check when the first part approval is scheduled, so delays in production and additional set fees can be avoided.

Freight Policy
All orders will be shipped via ground transportation and may include shipping, handling and insurance charges. Shipping and handling charges on all other orders vary; contact your HMI sales representative for shipping options and costs.

Return Policy
HMI will carefully inspect all items shipped hereunder to ensure quality. Accordingly, if you feel that an item purchased is defective or otherwise unsatisfactory and desire to return it and obtain a refund, you will need to obtain pre-authorization. To obtain pre-authorization, please contact Kelly Koontz at 502-244-3669 ext. 15 or kelly@junglejimsap.com.

All returns that have not been pre-approved will be refused. You will be deemed to have accepted all products without qualification unless within 10 days from the date of the receipt customer notifies HMI in writing of the specific details of any alleged defects.