The Sonnax mission is to be the leader in bringing innovative, high-quality drivetrain components to the automotive aftermarket.

Sonnax Transmission Company is an industry leader in the cutting-edge design, manufacture and distribution of the highest quality products to the automotive aftermarket, commercial vehicle industries and industrial sectors utilizing drivetrain technology. Sonnax Transmission Company, a Marmon/Berkshire Hathaway company, serves the aftermarket with both the Rostra Powertrain Controls and Sonnax brands.

After decades of serving the transmission aftermarket as standalone companies, Sonnax and Rostra Powertrain Controls integrated in 2021 to become a single, transmission-focused organization.

What sets us apart from the competition is our passion for quality and innovation. This passion exhibits itself in our long-standing philosophy to address the root cause of a problem, and not just treat the symptoms. In striving to discover what causes common transmission and converter problems, we meld new ideas, materials and state-of-the-art testing to ensure our parts will restore OE performance, or make it better-than-new.

Sonnax Transmission Company headquarters is in Bellows Falls, Vermont, with production facilities in Laurinburg, N.C. and technical development centers in California, Georgia, Indiana, Missouri and Wisconsin. We proudly hold ISO:9001 2015 certification for our Quality Management System.

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Mission:

To be the leader in bringing innovative, high-quality drivetrain components to the automotive aftermarket.

To achieve our mission Sonnax is focused on three broad strategies:

• Identify, develop and deliver products to meet strict design and manufacturing standards in a timely fashion
• Provide excellent customer service through technical support, education and friendly customer response
• Provide our employees with a rewarding career experience that is respectful and challenging

True collaboration toward a common goal is not something you see everyday, but that is what the Sonnax TASC Force is all about.

The Sonnax Technical Automotive Specialties Committee (TASC) Force is composed of experienced transmission rebuilders and technicians who value technical innovations and have hands-on understanding of the latest units and industry developments. From around the globe, the best minds in the transmission industry willingly share their know-how, with the understanding that everyone benefits when good ideas and products emerge from centuries of combined transmission wisdom.

Independent TASC members work for large shops, small shops, volume transmission and volume valve body rebuilders. Alongside Sonnax engineers and specialists, they are helping to develop repairs which will be used by their companies and by the rest of the transmission aftermarket.

TASC Force members contribute product ideas, test new products, troubleshoot results, and get together on a regular basis to listen, discuss and compare findings. Their efforts help provide answers and repairs for the entire industry. Everybody wins.

This website and all of its contents are the intellectual property of Sonnax Transmission Company, Inc. No portion of this work may be reproduced or transmitted in any form or by any means, mechanical or electronic, including photocopying and/or recording, or by any other information storage and/or retrieval system without the prior written consent of Sonnax Transmission Company, Inc. Sonnax customers may use the part numbers only for the limited purpose of placing orders with Sonnax or otherwise operating their business, but in no case is permission granted to any customer, business entity, or individual to utilize the part numbers in order to compete with Sonnax.

Data Collection/Usage

Sonnax Transmission Company uses the personal information that it collects to provide you with information about our products and services. The Sonnax website collects the following data:

How We Get the Data	What Data	Why?
Automatically	Data about which pages you visit on the Sonnax website and information from your browser such as your anonymized IP address.	In order to analyze content performance and optimize the Sonnax online experience. This information also helps with troubleshooting errors.
User Submitted	Contact Information & Consumer Communications	The website allows you to request information from Sonnax. Website forms collect your information so we receive feedback and answer questions.
User Submitted	Email Address & Preferences	Users can opt-in to receiving email communications from Sonnax.

Sonnax takes data security seriously and maintains electronic and procedural safeguards to help protect your personal information. However, no system is 100% secure. In the event of a data breach, we will notify all those affected.

Third Party Disclosure

Sonnax does not sell, share or rent your data. We use the below third-party services to store and utilize your data solely for the purposes outlined above.

Service	Reason
Google Analytics	To understand how users use the website. Only automatically collected data is sent.
Hotjar	To understand how users use the website. Only anonymously collected data is sent.
Brevo Marketing Platform	For email marketing.

Consent

Consent is required for Sonnax Transmission Company to process your personal data. By using this website, and interacting with Sonnax via Facebook, you give Sonnax permission to process your personal data for the purposes outlined in this policy.

You may withdraw consent at any time by contacting Sonnax, at which time your personal information will be removed. You may ask to see what personal data we hold about you and be provided with a summary of such personal data and the details of the purpose for which it is being processed.

Sonnax warrants to the purchaser that each part manufactured or supplied by Sonnax will be free from defects in material or in factory workmanship. The warranty period shall extend for six (6) months from the date of sale. Sonnax must receive all warranty claims before the end of the warranty period.

If Sonnax determines that the part is defective in material or in factory workmanship, Sonnax will, at its option, repair or replace the defective part, or issue an account credit for the purchase price. This remedy is Sonnax's sole liability and the sole remedy provided by Sonnax for any breach of warranty.

All warranty returns must be pre-approved. Please contact Sonnax if you have a part to be returned under this warranty.

This limited warranty does not cover any product, parts or systems that we do not manufacture or sell, nor any damage due to: (a) transportation; (b) storage; (c) mishandling, tampering, neglect, accidental damage, use, or misuse that is improper or for any purpose other than that authorized by Sonnax; (d) failure to follow the Product instructions; (e) installation not in accordance with Sonnax’s recommended installation guidelines; (f) failure to perform any preventive maintenance; (e) unauthorized repair; (f) modifications; (g) normal wear and tear; or (h) external causes such as accidents, natural disasters, abuse, or other actions or events beyond our reasonable control. Regular, routine maintenance to keep each Product in proper operating condition is not the responsibility of Sonnax.

This warranty is the only warranty applicable to parts manufactured or supplied by Sonnax, and is expressly in lieu of any other warranties, expressed or implied, including any implied warranty of merchantability or fitness for a particular purpose. Any representations or descriptions in brochures, ads or catalogs are approximate only and will not create any warranty or other obligation by Sonnax. There are no warranties which extend beyond the description on the face hereof.

THE REMEDIES DESCRIBED ABOVE ARE YOUR SOLE AND EXCLUSIVE REMEDIES AND OUR ENTIRE LIABILITY FOR ANY BREACH OF THIS LIMITED WARRANTY. OUR LIABILITY SHALL UNDER NO CIRCUMSTANCES EXCEED THE ACTUAL AMOUNT PAID BY YOU FOR THE DEFECTIVE PRODUCT, NOR SHALL WE UNDER ANY CIRCUMSTANCES BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES OR LOSSES, WHETHER DIRECT OR INDIRECT.

Remanufactured Valve Body Limited Lifetime Warranty

All Sonnax remanufactured valve bodies are backed by a limited lifetime warranty. During the first year, defective valve bodies will be replaced, free of charge. After the first year, valve bodies may be returned for repair or replacement, with the only cost to the customer being shipping charges.

Warranty claims must be directed to Sonnax product support within 30 days of your knowledge of a potential defect and before any attempt is made to return a valve body. Failure to call before returning may result in a restocking fee.

Any unauthorized repairs, alterations, misuse or disassembly will void the warranty. Proof of purchase may be required.

Installation of a Sonnax valve body for diagnostic purposes will void the warranty; valve bodies subjected to such misuse and returned under warranty will receive core credit only.

Current and prospective suppliers can review or download the Sonnax Supplier Handbook in this section. Sonnax advises suppliers to become familiar with the expectations outlined in this document as it provides information and clarifies expectations beyond what is conveyed through the purchase order.

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1.0 Welcome

Thank you for being a valued Sonnax supplier! Sonnax’s mission is to be the leader in bringing innovative, high-quality drivetrain components to the automotive aftermarket. Fulfilling that mission requires a collaborative effort with our suppliers to achieve quality at the source. The purpose of this supplier handbook is to provide information and clarify expectations beyond what is conveyed through the purchase order. The requirements of the purchase order, including standard terms and conditions, take precedence over any requirements in this document. If you have any questions, your first point of contact should always be your Sonnax Buyer. 2.0 Ethical Behavior & Regulatory Compliance

2.0 Ethical Behavior & Regulatory Compliance

Sonnax employees take pride in their work and are committed to acting ethically and in full compliance with all applicable laws and regulations. We expect our suppliers to act in a similar manner. Suppliers are also expected to support regulatory compliance as follows:

Hazardous Communication	To prepare Sonnax employees in the event of exposure, the supplier is expected to furnish a safety data sheet (SDS) for any chemical applied to the product or packaging (e.g. rust preventative). Information should also be provided about any substance in the product or packaging that produces a questionable odor.
Conflict Minerals	The supplier is expected to notify Sonnax if supplied products contain any of the following minerals (a) Cassiterite (the mineral from which Tin is extracted), (b) Columbite-tantalite (the mineral from which Tantalum is extracted), (c) Gold, or (d) Wolframite (the mineral from which Tungsten is extracted).
State of California Proposition 65	The supplier is expected to notify Sonnax of any products that are labeled with a Proposition 65 warning or could potentially expose Sonnax customers to any of the chemicals on California’s Proposition 65 chemical list.
European Union (EU) Requirements (REACH, RoHS)	The supplier is expected to comply with the EU’s Registration, Evaluation, Authorization and Restriction of Chemicals (REACH) and Restriction of Hazardous Substances (RoHS) requirements and notify Sonnax if products exceed REACH substance limits.
International Plant Protection Convention (ISPM 15)	To reduce the spread of invasive insects, suppliers shipping from outside the United States are expected to comply with the International Standard for Phytosanitary Measures (ISPM) No. 15 for wood packaging materials.

3.0 Trust & Intellectual Property

We at Sonnax believe that a strong supplier relationship built on trust is one of our core competitive advantages. Trust allows us to engage with the supplier in a collaborative process to develop markets and manufacturing methods that benefit both parties. Collaboration frequently entails sharing information and the following expectations relate to intellectual property.

• 3.1 Confidentiality and Non-Disclosure

  Sonnax is driven by innovation and invests heavily in new product development to service customers and generate a steady stream of growth. Any information provided by Sonnax is to be maintained in strict confidence and in accordance with the purchase order terms and conditions as well as any confidentiality and non-disclosure agreements. In addition, Sonnax considers its supplier list to be confidential and expects the supplier to refrain from disclosing its relationship with Sonnax.

• 3.2 Exclusivity

  Sonnax prefers to purchase product from suppliers who are not otherwise doing business within its industry and expects suppliers to disclose whether they have other automotive aftermarket business relationships. As a condition of doing business, Sonnax may request the supplier to enter into an exclusivity agreement. Exclusivity enhances trust and maximizes the opportunity for collaboration and growth.

4.0 Supplier Qualification and Development

A high performing supply base is essential for Sonnax to satisfy its customers’ expectations. Through assessment and collaboration, we develop capability, improve performance and create a successful supply chain.

• 4.1 Supplier Quality System

  Sonnax expects the supplier to exhibit a commitment to quality. Ideally this is demonstrated with a quality system that is certified or based upon ISO 9001, AS 9100 or IATF 16949, including the following fundamentals:

  1. Quote Process that identifies any exceptions to Sonnax requirements.
  2. Contract Review that confirms and acknowledges the ability to meet the requirements of the purchase order. Contract review should confirm that requirements, including product revision level, have not changed since the quote and that any quote exceptions have been incorporated into the order.
  3. Defined Production and Quality Control Processes including:
  1. Receipt of incoming material and subcontracted operations
  2. Production setup
  3. In process controls
  4. Final inspection
  5. Packaging and material handling
  4. Lot Traceability and Record Retention that establishes conformance from raw material to finished product shipment. Serialization and product marking requirements, if required, will be noted in the product specifications.
  5. Continuous Improvement through management commitment, customer focus, measurement of goals, audits and corrective action.

• 4.2 Supplier Assessment

  Supplier capabilities are identified and reviewed to evaluate risk and identify opportunities for growth and development. The supplier is expected to be forthcoming with information about their manufacturing processes including subcontracted operations. Supplier shall provide Sonnax access to their facility for on-site assessment as requested. Sonnax monitors supplier performance for product quality (Ref. Sec. 6.0) and on-time delivery (Ref. Sec. 8.2) and expects the supplier to demonstrate continuous performance improvement in both areas. The supplier assessment process leads to formal supplier certification as follows:

  Supplier Certification Levels
  Preferred	High maturity quality system with minimal risk and consistent performance for both quality and on-time delivery.
  Qualified	Moderate risk in the quality system or inconsistent performance.
  Approved	Basic quality system, performance improvement needed.

5.0 New Product Qualification & Process Changes

Sonnax utilizes a Production Part Approval Process (PPAP) to qualify the manufacturing process for select custom manufactured products. If determined necessary, requirement for PPAP will be indicated on the purchase order. The PPAP process is not typically used for off-the-shelf products or existing standardized Sonnax products. The principal objectives of the Sonnax PPAP process are: 1) Provide transparency of the production process to facilitate risk assessment. 2) Define the production process so it is repeatable for future production lots. 3) Demonstrate that the defined process is capable of meeting customer requirements.

• 5.1 PPAP Order

  When determined necessary the first production purchase order of a new custom manufactured product will be treated as a PPAP qualification order. For prepaid orders, PPAP documentation is expected to be submitted and approved before parts are shipped. For all other orders, parts should be shipped together with the PPAP document submittal.

• 5.2 PPAP Submittal Requirements

  Unless otherwise specified, a Level 4 PPAP submission is required as defined in Appendix A. Documents should be submitted by email to the Sonnax Buyer listed on the Purchase Order.

• 5.3 Manufacturing Process Changes

  Once a PPAP submission has been approved, the defined manufacturing process is expected to remain unchanged for future production. For preexisting products that were not qualified through a PPAP process, the supplier is expected to maintain the process used to produce previously supplied and accepted product. In all cases, significant process changes are expected to be submitted to the Sonnax Buyer for approval prior to implementation.

6.0 Quality Requirements

Sonnax requires all products to be supplied in full conformance with the requirements of the purchase order including referenced drawings, specifications, standard terms & conditions and this document. All requirements shall be communicated by the supplier to their sub-tier suppliers as applicable. Once the order is accepted any deviation from order requirements is treated as a nonconformance and needs to be handled through the nonconforming material procedure defined in Appendix C.

• 6.1 General Product Condition Requirements

  In addition to quality requirements specifically stated within the purchase order, product drawing and reference documents, product must meet generally accepted workmanship including:

  1. Product shall be free of rust; burrs or other sharp edges; dings, scratches or handling damage; visible dirt, chips or other debris.
  2. Product appearance is required to be uniform and consistent including color and texture.
  3. Required text printed on the product must be clear and legible.

• 6.2 Quality Documentation

  Sonnax requires all suppliers to submit with each shipment quality documentation as defined in Appendix B of this handbook. New product qualification (PPAP) orders have additional document submission requirements (Ref. Sec. 5.2). The supplier shall retain and make available upon request, relevant inspection documents, material certifications and/or material test results for twelve (12) months from date of production.

• 6.3 Product Inspection

  Sonnax relies on the supplier to carry out adequate inspections and controls to ensure a supply of conforming product. Sonnax will conduct periodic audit inspections to verify correlation with the supplier’s inspection results and product conformance. Product is required to meet drawing dimensions and features at ambient conditions of 70°F +/- 5°F (21°C +/- 3°C). The supplier is expected to ensure that measurement equipment, instruments and gauges are appropriate for the feature and tolerance being measured and are calibrated and maintained in proper working order.

• 6.4 Product Markings

  Custom manufactured product shall be free from markings, stickers or tags other than those specified by Sonnax. Any product markings applied by the supplier during the manufacturing or inspection process should be removed prior to shipment. Off-the-shelf products may be marked in accordance with the supplier’s standard practice. When inspection samples, corresponding with dimensional inspection results, are provided they should be clearly identified by marked packaging or tags, but not by stickers or other marking on the product itself.

• 6.5 Customer Supplied Material

  Sonnax may furnish material to the supplier for subcontracted processing. The supplier is expected to count and inspect the material upon receipt and notify Sonnax of any quantity discrepancy, damage or nonconforming condition prior to processing. Material control and identification should be maintained from receipt to shipment to avoid mixing product, especially during bulk processing. Product should be returned to Sonnax adequately packaged and identified.

7.0 Packaging

Packaging is critical to preserve and protect product, provide product identification, and to facilitate safe and efficient handling and processing by Sonnax and its customers. It is expected that suppliers use the guidance below to define and standardize packaging for both the individual product as well as bulk or crate packaging. Contact the Sonnax Buyer with any questions related to packaging.

• 7.1 Packaging Expectations

  1. Packaging shall comply with any requirements that are listed on the Sonnax drawing, specification or purchase order.
  2. Product shall comply with the packaging defined during the PPAP process.
  3. Unless otherwise specified, packaging shall conform to the general packaging requirements defined below.
  4. In all cases, once established, product packaging is required to be uniform and consistent between shipments including the type and size of packing material used and the quantity of pieces in both individual and bulk packages.
  5. Any changes to packaging shall be submitted for approval to the Sonnax Buyer.

• 7.2 General Packaging Requirements

  If not otherwise specified or defined, packaging shall:

  1. Enable a safe and efficient workplace
     1. Box weights shall be kept below 40 lbs. (18 kg)
     2. Box construction shall be adequate to maintain its integrity during shipment and storage.
     3. Pallets and crates:
        • Maximum weight 2,300 lbs. (1,045 kg)
        • Maximum dimensions: Length 48“ (122 cm), Width 40” (102 cm), Height 34” (86 cm)
        • Pallets should have 2-way fork access and a minimum of 3 stringers on the bottom
        • Pallets and crates should arrive intact without broken boards or strapping and in a condition suitable for rack storage
        • For international shipments, wood needs to be treated for insects in compliance with ISPM 15 including heat treatment or fumigation and marking.
     4. Packaging, pallets and crates shall be free from sharp edges and protruding nails, screws or staples
     5. When it is viable, plastic strapping/banding is preferred instead of metal as it presents fewer operator safety risks during the unpacking process.
     6. Packaging shall resist mold growth during shipment and storage. If fungicide is applied a SDS is to be provided.
     7. To support an efficient receiving process, product should be consolidated so like parts are grouped together on the packing slip and physically grouped together on the pallet or in the crate.
     8. When it is feasible, plain packaging, without the supplier’s name or logo, is preferred since it can be relabeled and reused avoiding the need to repackage product.
     9. Excess or redundant packaging should be avoided - it’s wasteful, impedes subsequent processing and increases safety risks by creating excess handling
  2. Preserve and Protect the Product
     1. Supplier furnished packaging shall protect the product from rust for at least 1 year from the time of receipt at Sonnax.
     2. Rust preventative shall be applied in the minimum amount required to protect the product and shall be compatible with automatic transmission fluid. An example of a suitable rust inhibitor is CRC Industries CRC 3-36 or equivalent. The supplier is expected to provide a SDS for any applied rust preventative.
     3. Vapor Corrosive Inhibitor (VCI) bags and/or paper may be required to provide protection from corrosion. If VCI bags are used, the bags are required to be heat-sealed airtight. If VCI paper is used, the paper is required to completely wrap all part surfaces and be placed in a heat-sealed airtight plastic bag.
     4. Parts with friction paper bonded to steel surfaces require the use of VCI bags and/or VCI paper exclusively. NOTE Friction paper cannot be coated with liquid rust preventative, due to risk of damage to friction material.
     5. Packaging should protect the product from handling or shipping damage
     6. Packaging should keep the product clean and free from dirt or dust
  3. Adequately Identify the Product - The exterior of each package and master carton should be clearly identified with, at minimum, the Sonnax part number and the quantity in the package or carton.

8.0 Commercial Expectations

Sonnax expects the supplier to meet all the requirements of the purchase order contract including quantity, on-time delivery and compliance with quality requirements.

In the event the supplier cannot comply with a requirement, Sonnax expects to be notified at the time of quotation so the exception can be addressed prior to ordering. If the exception has not been addressed in the purchase order, Sonnax expects the supplier to note the exception as part of order acknowledgement and withhold order acceptance until the exception is resolved. Once the order is accepted any deviation from order requirements is treated as a nonconformance and needs to be handled through the nonconforming material procedure defined in Appendix B.

If problems or delays occur, the supplier is expected to take, at their expense, every reasonable action to recover so the supply of product is not interrupted.

• 8.1 Order Acknowledgement

  Purchase orders issued to North American based suppliers are expected to be acknowledged within 2 business days of order receipt as an indication of the supplier’s acceptance and intent to fulfill the order. International suppliers are expected to acknowledge purchase order receipt within 3 business days. Order fulfillment includes full conformance with all quality requirements, price, delivery, quantity, and any other requirements of the order. Any exceptions to order requirements are expected to be communicated in the order acknowledgement and resolved prior to order acceptance.

• 8.2 On Time Delivery

  The full order quantity is expected to arrive at the Ship-To location on the Requested date as specified in the purchase order. The Requested date is the expected date of arrival at the Ship-To location, not the date of departure from the Supplier’s facility. Sonnax measures supplier delivery performance and both late and early receipts of more than 3 days are treated as delivery issues. For prepaid orders, product is expected to be delivered to the specified carrier in sufficient time to allow for standard shipping transit time.

• 8.3 Quantity

  Product is expected to be delivered in the quantity ordered. Quantity discrepancies should be brought to the attention of the Sonnax Buyer prior to shipment and the actual quantity supplied needs to be accurately reflected in the shipment documents. Overage up to 10% of the order quantity will typically be accepted for custom manufactured product to account for variable fallout during production. Count discrepancies found subsequent to receipt (e.g. during processing at Sonnax) will be submitted for credit.

• 8.4 Invoices/Accounts Payable

  Invoices should be submitted by e-mail to [email protected].

Appendix A: PPAP Submittal Requirements

LEVEL 4 PPAP SUBMITTAL REQUIREMENTS
Part Submission Warrant (PSW)	A declaration, signed by the supplier, summarizing the PPAP submission and affirming that it represents the defined production process.
Control Plan	Detail of process steps and inspection or other quality control measures throughout the process.
Packaging Details	Documentation defining packaging details (type, quantity, size) - if not included in the Control Plan.
Initial Process Studies	Process capability (Cpk) evaluation demonstrating Cpk > 1.0 for any feature identified as Critical or Major on the Sonnax drawing.
Design Record	A “bubble” drawing with features numbered to coincide with dimensional inspection results
Dimensional Results	100% inspection results for three pieces minimum unless otherwise specified.
Inspection Samples	Inspection samples clearly identified to correspond with the submitted Dimensional Results. Sample identification should be by marked packaging or tags but not by stickers or other marking on the product itself.
Material Certification	Mill or third-party lab test results demonstrating conformance to the specified material requirement.
Certifications for Subcontracted Operations	Certification for any subcontracted operations as applicable (e.g. Heat treatment, Plating, Etc.).
Other Material or Performance Test Results	Any other tests required by the drawing or specification.

Any questions related to PPAP submittals should be directed to the Sonnax Buyer.

Appendix B: Requirements for Supplier Quality Documents

PRODUCT STAGE	QUALITY DOCUMENTS REQUIRED FROM SUPPLIER
Prototype	First Article Inspection report (FAIR) with material certification and/or test results for mechanical properties. Additionally, any documents specified on Purchase Order, in referenced drawings, and/or in Sonnax technical specifications.
Development/Pilot Lot	First Article Inspection report (FAIR) with material certification and/or test results for mechanical properties. Additionally, any documents specified on Purchase Order, in referenced drawings, and/or in Sonnax technical specifications.
Production Lot	Any documents specified on Purchase Order and in referenced drawings.
Material Deviation Request (MDR)	Inspection reports with material certification and/or test results for mechanical properties related to observed deviation. Supplier shall provide documents at time of MDR submission.
Revision Level Change	Inspection reports with material certification and/or test results for mechanical properties related to revision change.
Subcontracted Services	First Article Inspection report (FAIR) with material certification and/or test results for mechanical properties. Additionally, any documents specified on Purchase Order, in referenced drawings, and/or in Sonnax technical specifications. Quality documentations shall be submitted by Supplier to Sonnax when service is complete and before product is forwarded to another subcontracted service, if applicable.

Unless otherwise directed, documents should be submitted by e-mail to [email protected] with an e-mail subject line that includes the Sonnax Part Number and Purchase Order Number.

Appendix C: Nonconforming Material Procedure

Sonnax expects all products to be supplied in full conformance with the requirements of the purchase order and expects any exceptions to be addressed prior to order acceptance (Ref. Sec. 6.0). The following procedure applies when the supplier fails to fully conform to the requirements of an accepted order.

• C.1 Nonconforming product identified prior to shipment

  Prior to shipment, if the supplier discovers they have produced nonconforming product they are expected to take every possible action to remedy the error to furnish conforming product by the commitment date. If the supplier cannot remedy the nonconformance or discovers, after accepting an order, that they are unable to fully meet the order requirements, the supplier may submit a material deviation request (MDR) to request authorization to ship nonconforming product.

  1. The deviation request needs to be in writing using a Sonnax MDR form and submitted to the Sonnax Buyer.
  2. The MDR needs to include a description of the nonconformance, and corrective actions taken to prevent recurrence.
  3. If the MDR is approved the supplier will be provided an approved MDR number that must be referenced with the shipment of nonconforming product. This is the only circumstance where it is acceptable for a supplier to ship nonconforming product.

• C.2 Nonconforming product identified after shipment

  At any time following shipment by the supplier, product that is found to be nonconforming will be dispositioned by Sonnax using a formal material review process (MRB). Disposition may include return to vendor (RTV), rework, sort or accept. In the case of returns, the supplier is expected to promptly provide credit and furnish either a return material authorization (RMA) or authorization to scrap the product. Regardless of disposition, Sonnax expects to be reimbursed for all costs associated with a nonconformance.

• C.3 Corrective Action Request (CAR)

  Following a nonconformance, Sonnax may issue a corrective action request (CAR). The supplier is expected to provide a written response within 2 weeks. CAR responses should document interim containment actions, root cause analysis, long term corrective action and evidence of implementation.

TERMS AND CONDITIONS OF PURCHASE

1. ACCEPTANCE. These Terms and Conditions of Purchase and all referenced documents (the “Order”) is an offer by Sonnax Transmission Company, Inc. (“Buyer”) to purchase goods (“Goods”) and/or services (“Services” and with the Goods, the “Deliverables”) described in Buyer’s purchase order from the person or entity to whom the order is addressed (“Seller”). The Order is the only terms governing the purchase of Deliverables and supersede all prior and contemporaneous terms, oral or written, and all other communications suggesting additional or different terms. Any proposal for additional or different terms or any attempt by Seller to vary in any degree any of the provisions of the Order is deemed material and objected to and rejected. No terms of any document or form submitted by Seller shall alter or add to the terms of the Order. Unless otherwise stated herein, Seller's acknowledgment of the Order, shipment of Goods or commencement of any Services shall constitute acceptance by Seller of the Order.
2. PRICES. Prices shall be the lower of Seller’s prevailing prices or as stated on the Order and are otherwise fixed, firm and not subject to increase. The price includes all taxes (sales, use, excise, duties and other taxes and assessments now or hereafter imposed or levied) and charges for packing, hauling, insurance, storage and transportation to Buyer’s designated point of delivery. Any price reduction subsequent to the Order but prior to payment will be applied to the Order. Buyer is not obligated to any minimum purchase or future purchase obligations under the Order. Forecasts, estimates and similar projections of Buyer are not purchase commitments. Buyer shall have no obligation to purchase or otherwise compensate Seller for any of Seller’s finished products, work in process or raw materials which are not expressly covered by an Order issued by Buyer. If Seller sells or offers to sell any goods or services of the same or similar type as the Deliverables at a lower price and/or on more favorable terms or conditions to any other person or entity, Seller shall provide written notice to Buyer, whereupon Buyer shall have the option to have such more favorable price, terms and/or conditions applied to the Order and Orders thereafter.
3. PAYMENT TERMS. Seller shall issue an invoice to Buyer on or any time after the completion of delivery of Goods or Services. Buyer shall pay all properly invoiced amounts due to Seller within 45 days after Buyer's receipt of such invoice, except for any amounts disputed by Buyer. Without prejudice to any other right or remedy it may have, Buyer reserves the right to set off at any time any amount owing to it by Seller against any amount payable by Buyer to Seller.
4. DELIVERY. Time is of the essence. Unless otherwise agreed by Buyer in writing, all shipments are FOB Buyer’s designated facility (Incoterms 2020) and title and risk of loss/damage shall pass to Buyer at such time and place. The Order must be shipped complete for delivery by the date requested. Seller shall deliver Goods in the quantities and on the date(s) specified in the Order. Buyer shall not be obligated to accept untimely, excess or under shipments and such shipments in whole or in part may, at Buyer’s option, be returned to Seller, or held for disposition, at Seller’s expense and risk.
5. WARRANTIES. Seller warrants that (I) all Deliverables are and will be (a) in full conformity with specifications, drawings, samples, quantities, delivery schedules, and descriptions furnished or specified by Buyer; (b) free from defects in material, workmanship and design, (c) merchantable and fit and sufficient for the purposes intended; (d) free and clear of all liens, Claims, security interests or other encumbrances; (e) free of claims of infringement or misappropriation of any third party's intellectual property rights; and (f) produced and provided in compliance all applicable foreign, federal, provincial, state, and local laws and regulations as well as requirements and standards applicable to the Deliverables (“Laws”); and (II) Seller shall (a) comply with all applicable Laws; and (b) not engage in any illegal, unethical, or deceptive practices. All warranties shall survive inspection, testing, delivery, acceptance, termination and payment and failure to inspect, test or discover any defect or other nonconformance. These warranties shall be in addition to all other warranties, express, implied or statutory. If Buyer gives Seller notice of noncompliance, Seller shall, at its own cost and expense, promptly (i) repair or replace the defective or nonconforming Goods and pay for all related expenses, including, but not limited to, transportation charges for the return of the defective or nonconforming Goods to Seller and the delivery of repaired or replacement Goods to Buyer, and, if applicable, (ii) repair or re-perform applicable Services. NO ATTEMPT BY SELLER TO DISCLAIM, EXCLUDE, LIMIT, OR MODIFY ANY WARRANTIES OR SELLER'S LIABILITY FOR DIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES SHALL BE OF ANY FORCE OR EFFECT.
6. INSPECTION. All Deliverables are subject to inspection and testing by authorized representative(s) of Buyer and/or Buyer’s customers at all reasonable times and places, including during production. Buyer reserves the right to reject or revoke acceptance, in whole or in part, of Deliverables which fail to meet any requirement of the Order, notwithstanding inspection, testing, delivery, acceptance and/or payment and such Deliverables may, at Buyer’s option, be returned to Seller at Seller’s cost or held for disposition at Seller’s risk and expense.
7. INDEMNIFICATION. Seller, shall defend, indemnify, and hold Buyer, its affiliates and their respective officers, directors, members, managers, shareholders, employees, customers, successors and assigns, harmless against any and all claims, demands, damages, losses, liabilities, lawsuits, dispute resolution, judgments, fines, settlements, penalties, costs and expenses including without limitation all attorneys’ fees and litigation costs and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers, whether direct or indirect (collectively, “Claims”) arising out of relating to (i) the Deliverables (including death, injury and property damage); (ii) actual or alleged act, omission, negligence or failure to comply with the Order or any other agreement between Buyer and Seller; (iii) any Recall; (iv) actual or alleged infringement or misappropriation of any IP Right; (v) loss or damage to Buyer’s Property; and (vi) Seller’s breach of the Order. Seller shall not enter into any settlement without Buyer's prior written consent. This indemnification is in addition to the warranty obligations of Seller.
8. INTELLECTUAL PROPERTY. Seller represents and warrants that the manufacture, sale, performance and use of the Deliverables will not infringe any patent, copyright, trademark, trade secret, know how or other intellectual property or proprietary right (“IP Right”). If any portion of the Deliverables infringe a patent or their use is enjoined for any reason, Seller shall promptly, at its own expense, either procure for Buyer the right to continue using such Deliverables royalty-free or replace such Deliverables to Buyer's satisfaction with non-infringing goods of equal quality and performance.
9. INSURANCE. Seller shall obtain and at all times in which the Order is in effect and for at least 2 years thereafter, maintain at its cost insurance as designated by Buyer from time to time, but no less than insurance with insurers having a current A.M. Best rating of “A- VIII” or better: (1) primary comprehensive or commercial general liability insurance with limits of at least $1 million/occurrence and $2 million/annual aggregate combined single limit for bodily injury and property damage, including coverage for: (i) Products and Completed Operations liability; (ii) Blanket Contractual liability; and (iii) Cross Liability endorsement or Severability of Interest clause. Insurance required shall: (1) be endorsed to insure Buyer, its officers, directors, employees, representatives and agents as additional insureds; (2) be endorsed to waive any rights of subrogation against Buyer; (3) provide contractual liability coverage to Seller for its indemnity obligations; and (4) be endorsed to provide that such insurance is primary to and non-contributory with any other insurance obtained by, for or on behalf Buyer notwithstanding any “other insurance” provision contained within such policies. Seller shall provide written notice to Buyer no less than 30 days prior to the effective date of cancellation or material reduction of any required insurance coverage. Prior hereto and at any time upon request, Seller shall provide certificates of insurance to Buyer along with other documentation as may be required by Buyer to evidence the insurance coverages required herein.
10. CHANGES. No change to any Order by Seller is binding on Buyer unless in a signed writing, which expressly states that it amends such Order. Buyer may, at any time, make changes in drawings, specifications, quantities, materials, packaging, time and place of delivery, and method of transportation, and cancel an Order, in whole or in part, without liability. If any such changes result in an increase or decrease in the cost or the time required for performance, an equitable adjustment may be made by Buyer or Buyer may, at its option, terminate an Order if agreement on an adjustment cannot be reached. Claims for adjustment must be asserted by Seller within ten days of the change order. Seller agrees to accept any such changes.
11. RECALL. If Buyer determines, in Buyer’s sole discretion, that any defect, nonconformance or deficiency in any Goods requires a field campaign, recall, similar or other action (“Recall”) to repair, replace or remediate any Goods or any of Buyer’s products in which Goods are incorporated, Seller shall be liable to Buyer and its customers for all damages, costs and expenses with regard to the foregoing including, without limitation, attorneys’ fees and court costs.
12. FORCE MAJEURE. Buyer shall not be liable for failure to take delivery of Goods or to allow performance of Services or to otherwise perform hereunder if such failure or inability is due to causes beyond Buyer's control including, without limitation, (a) acts of God; (b) flood, fire, earthquake, explosion; (c) pandemic, epidemic, endemic, emergency; (d) war, invasion, hostilities (whether declared or not), terrorist threats or acts, riot or civil unrest; (e) government order, law, action or mandate; (f) embargoes, blockades, supply chain disruptions; and (g) labor disruptions.
13. TERMINATION. Buyer may terminate any Order, in whole or in part, without liability to Buyer at any time, if (i) Seller breaches the Order or fails to deliver any Goods or to perform an Services by the specified time; (ii) a petition initiating a proceeding under any applicable Law relating to bankruptcy, insolvency, or reorganization is filed by or against Seller; (iii) Seller is insolvent or executes an assignment for the benefit or creditors; (iv) a receiver is appointed for Seller or any substantial part of its assets; (v) Buyer is insecure with respect to Seller's ability to perform and Seller in unable to provide Buyer with adequate assurance of its ability to perform within five days after Buyer’s request therefore; or (vi) Buyer provides no less than ten (10) days’ written notice to Seller. Buyer's rights and remedies are cumulative, not exclusive and in addition to its rights and remedies at law, in equity or otherwise. No termination shall affect any accrued rights or obligations of either party as of the effective date of such termination. Upon receipt of notice of any termination, Seller shall, unless the notice directs otherwise, immediately discontinue all work.
14. PROPERTY. Title to and right of immediate possession of any property, including, without limitation, patterns, tools, jigs, dies, equipment and materials (“Buyer’s Property,”) furnished or paid for by Buyer shall be and remain the sole property of Buyer. No articles made therefrom shall be furnished by Seller to any other person or entity without Buyer’s prior written consent. Seller shall be responsible for maintaining adequate records and maintenance and protection of Buyer’s Property and shall return Buyer’s Property to Buyer immediately upon demand. Seller waives any lien rights or other rights to retain Buyer’s Property and acknowledges that its obligation to return Buyer’s Property upon demand is unconditional.
15. AUDIT. Buyer and its designees shall have the right to audit and inspect Seller and Seller’s suppliers records and facilities to determine Seller’s and its supplier’s compliance with the Order.
16. NOTICES. All notices to Buyer be given in writing and will be effective upon personal delivery, on the third day after mailing if sent by certified mail, postage prepaid, return receipt requested, or two business days after deposit if sent by a nationally recognized courier service which maintains evidence of the time, place and receipt of delivery, and in each case if addressed as set forth in the Order (or such other addresses a party may designate in writing from time to time).
17. INFORMATION. All information, documents, specifications, suggestions, comments and data (“Information”) heretofore or hereafter furnished or disclosed by Buyer to Seller is and shall remain the confidential and proprietary information of Buyer and shall be maintained in strict confidence and only used for purposes of fulfilling an Order. Further, Seller shall not in any manner advertise or publish the fact that it has furnished Buyer, or contracted to furnish Buyer, any Deliverables without the prior written consent of Buyer. BUYER MAKES NO WARRANTY WITH RESPECT TO INFORMATION. ANY IMPLIED WARRANTIES THAT MAY EXIST WITH RESPECT TO ANY INFORMATION PROVIDED BY BUYER, INCLUDING ANY WARRANTY OF MERCHANTABILITY AND WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE ARE EXCLUDED.
18. INVOICES. The parties agree that for any transactions, facsimile signatures shall be accepted as original signatures, orders may be transmitted electronically and any document created pursuant to an Order may be maintained in electronic format; a copy of which shall be considered an original. Neither party shall raise any objection to the authenticity of any Order nor any document created thereto, based on the use of a facsimile signature, electronic order or the use of an electronic copy.
19. MISCELLANEOUS. All waivers by Buyer shall be in writing. No delay or omission in the exercise of any right, power, or remedy of Buyer shall impair such right, power, or remedy or be considered to be a waiver of any default or acquiescence therein. Seller shall not assign any Order or any monies due or to become due from Buyer without Buyer's prior written consent. The Order shall be construed in accordance with the laws of the State of Illinois, without regard to any rules on conflicts of laws. In case any one or more provisions contained in an Order shall be invalid, illegal, or unenforceable, the validity, legality, or enforceability of the remaining provisions herein shall not in any way be affected or impaired thereby. Provisions which by their nature should survive will remain in force after any termination or expiration. Section headings are not part of the Order and are included solely for the convenience of the parties. If any term or provision of the Order is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of the Order or invalidate or render unenforceable such term or provision in any other jurisdiction. Provisions of the Order which by their nature should apply beyond their terms will remain in force after any termination or expiration of the Order.

TERMS AND CONDITIONS OF SALE

1. ENTIRETY. These Terms and Conditions of Sale and all documents referenced herein (collectively, the “Terms”) are the only terms and conditions which govern the sale of goods (“Goods”) and/or services (“Services” and together with Goods, the “Deliverables”) by Sonnax Transmission Company, Inc. (“Seller”) to the buyer (“Buyer”) and supersede all other terms and conditions, oral or written, and all other communications between the parties suggesting additional or different terms. These Terms represent the final and complete understanding of the parties and may be amended or cancelled only by mutual written agreement. Acceptance is expressly limited to these Terms. Any proposal for additional or different terms or any attempt by Buyer to vary these Terms is hereby deemed material and is objected to and rejected. No terms of any document or form submitted by Buyer shall be effective to alter or add to these Terms. The earlier of Seller’s commencement of performance or Buyer’s receipt of any of the Deliverables shall constitute acceptance of these Terms.
2. PRICES. Prices quoted are in U.S. Dollars and based on the price at the time of quotation and are subject to change without notice. Clerical errors are subject to correction without liability.
3. TAXES. Prices exclude any sales, use, excise, privilege, ad valorem, or other taxes, duties, tariffs or assessments now or hereafter imposed or levied (“Taxes”) by or under the authority of any foreign, federal, state, provincial, or local law, rule, or regulation (collectively, “Law”) concerning the Deliverables or the manufacture or sale thereof. If Seller pays any such Taxes, Buyer shall, upon demand, immediately reimburse Seller for such amounts.
4. TERMS OF PAYMENT. All payments are due within 30 days from date of invoice. Orders are subject to acceptance in writing by Seller. All payments shall be made without abatement, deduction, discount or setoff. Late payments are subject to a service charge of the lesser of 1.5% per month or the highest rate permitted under applicable Law. Buyer shall be liable for all costs and expenses related to collection of past due amounts, including, without limitation, attorneys’ fees and costs. As collateral security for the payment of the Goods, Buyer hereby grants to Seller a lien on and security interest in and to all right, title and interest of Buyer in the Goods, wherever located, and whether now existing or hereafter arising or acquired from time to time, and in all accessions thereto and replacements or modifications thereof, as well as all proceeds (including insurance proceeds). This security interest constitutes a purchase money security interest under the UCC. Upon demand, Buyer shall pay all costs and expenses with respect to the administration and enforcement of the foregoing security interest. If, in Seller’s judgment, the financial condition of Buyer does not justify continuance on the terms of payment above, Seller may require full or partial payment in advance or otherwise adjust the terms including ceasing to supply Buyer.
5. DELIVERY. Delivery shall be made EXW (Incoterms 2020) Seller’s facility and title and risk of loss passes to Buyer at such time. Delivery/performance dates are estimates only. Seller shall not be liable for any claim, loss, expense, or damage of any kind whatsoever for delays, or loss or damage in transit. Claims for loss or damage shall be made solely against the carrier. Seller may, in its sole discretion, without liability or penalty, make partial shipments of Goods to Buyer. Each shipment will constitute a separate sale, and Buyer shall pay for the units shipped whether such shipment is in whole or partial fulfillment of Buyer’s purchase order.
6. INSPECTION. Buyer shall inspect the Goods upon receipt and Services upon performance, and Buyer shall immediately notify Seller in writing of any claims that the Deliverables are different than identified in Buyer’s purchase order whereupon Seller shall determine the remedy pursuant to Section 12. Failure to give such written notice upon receipt will constitute irrevocable acceptance by Buyer of all Deliverables.
7. CHANGES OR CANCELLATION. Changes in specifications or designs to any Deliverables, changes in delivery or performance schedules or reschedules or cancellations of orders are not permitted unless Seller has accepted same in writing, has determined the additional charge to be made, if any, and the same has been paid by the Buyer. Once ordered, deliverables that are made to order, discontinued or custom products (“Special Order Goods”) may not be cancelled by Buyer. Seller reserves the right to cancel any purchase orders or releases thereunder, or terminate any agreement relating to purchase of Seller’s Deliverables, upon 10 days’ notice to Buyer.
8. RETURNS. Goods may not be returned without prior written authorization of Seller and compliance with Seller’s return policies and procedures then in effect.
9. STORAGE. In the absence of agreed shipping dates, Seller may invoice Buyer and ship the Deliverables once they are ready for shipment. If, because of Buyer’s inability to take delivery on the designated agreed delivery date, the Deliverables are not shipped, stopped in transit or returned, Seller may store them for Buyer at Buyer’s expense and title and risk of loss shall pass to Buyer when the Deliverables are placed in storage and such date shall constitute the date of shipment for purposes of beginning the warranty and payment periods.
10. SERVICE TERMS. (a) Services will be provided at Seller’s then current service rates; (b) If the site is not prepared for the Services upon Seller’s arrival, Seller may charge a service fee and for any delay and/or travel time; (c) Buyer shall provide Seller with advance notice of any rules, requirements and Laws; (d) Seller may refuse, without any liability, to provide Services and to allow Seller service personnel to suspend Services or vacate any site where, in Seller’s opinion, provision of Services would pose a risk to the safety of any person. In such event, Buyer is responsible for payment of any delay and/or travel time at Seller’s regular service rates; (e) Buyer is solely liable for all damages or injuries caused or contributed to by Buyer that may occur; and (f) Buyer must provide at least 48 hours’ notice of cancellation of any Service order. If Buyer cancels with less than 48 hours’ notice, Buyer is responsible for any costs incurred by Seller caused by such cancellation.
11. INSURANCE. Buyer shall, at its own expense, maintain and carry insurance in full force and effect which includes, but is not limited to, commercial general liability (including product liability) in a sum no less than $2 million per occurrence, $2 million products-completed operations aggregate and $2 million general aggregate with insurance carriers having an AM Best rating of “A- VIII” or better. Upon Seller’s request, Buyer shall provide Seller with a certificate of insurance from Buyer’s insurer evidencing the insurance coverage specified in these Terms. Buyer shall provide Seller with 30 days’ advance written notice in the event of a cancellation or material reduction of coverage in Buyer’s insurance policy. Except where prohibited by law, Buyer shall waive, and shall require its insurer to waive, all rights of subrogation against Seller’s insurers and Seller.
12. LIMITED WARRANTIES. During the period provided by Seller in its written limited warranty for the particular Goods, Seller warrants that (i) Goods manufactured or supplied by Seller will be free from defects in material and workmanship; and (ii) Services will be performed in a timely and competent manner in accordance with industry standards. THESE ARE SELLER’S ONLY WARRANTIES. SELLER DISCLAIMS ALL OTHER EXPRESS OR IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. If during the warranty period, Buyer notifies Seller in writing that the Goods are not in conformity with the warranty and Seller agrees (after Seller’s inspection, at Seller’s option) then: (a) for Goods, Seller will repair, replace or refund the total amount received by Seller therefor, at Seller’s sole option; and (b) for Services, Buyer’s sole remedy is for Seller, at its sole option, to re-perform the Services or credit Buyer’s account therefor. These shall be Buyer’s exclusive remedies for Seller’s liability. Any claims not made during the warranty period are deemed waived. Seller’s warranty does not attach to Deliverables or parts not manufactured by Seller. All warranty returns must be pre-approved by Seller. Proof of purchase may be required. Failure to call before returning may result in a restocking fee. This warranty does not cover any Goods or portion thereof not manufactured or sold by Seller, nor any damage due to: (i) transportation; (ii) storage; (iii) mishandling, tampering, neglect, accidental damage, use, or misuse that is improper or for any purpose other than that authorized by Seller; (iv) failure to follow the instructions for such Goods; (v) installation not in accordance with Seller’s recommended installation guidelines; (vi) failure to perform any preventive maintenance; (vii) unauthorized repair, alterations, misuse or disassembly; (viii) modifications; (ix) normal wear and tear; or (x) external causes such as accidents, natural disasters, abuse, or other actions or events beyond Seller’s reasonable control. Regular, routine maintenance to keep the Goods in proper operating condition is not the responsibility of Seller. Any contract created between Seller and Buyer is subject to the specific conditions that (a) Seller is not obligated to provide insurance or indemnify Buyer, and (b) there are no flow-downs from any person or entity including the federal government that become part of the contract.
13. LIMITATION OF LIABILITY. SELLER SHALL NOT BE LIABLE TO BUYER OR ANY OTHER PERSON OR ENTITY FOR ANY INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR SPECIAL DAMAGES OR ANY OTHER LOSSES, DAMAGES OR EXPENSES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. IN NO EVENT SHALL SELLER BE LIABLE FOR ANY AMOUNT IN EXCESS OF THE PRICE RECEIVED BY SELLER FOR THE DELIVERABLES WITH RESPECT TO WHICH SUCH LIABILITY IS CLAIMED.
14. INDEMNIFICATION. Buyer shall defend, indemnify and hold Seller, its affiliates and their respective officers, directors, members, managers, representatives, agents and employees harmless from and against all claims, suits, demands, losses, liabilities, damages (including injury and death) and expenses (including reasonable attorneys’ fees) (collectively, “Losses”), arising out of or relating to: (a) Buyer’s or its agents provided specifications, design, structure, operation, material or method of making Deliverables (“Buyer’s Specifications”), including without limitation, any resulting violation of intellectual property or proprietary rights; (b) Buyer’s use, misuse or disposal of Deliverables or materials; (c) Buyer’s non-compliance with any Law; (d) breach of these Terms by Buyer; (e) Deliverables subjected to anything referenced in Section 12(i)-12(x); or (vi); or (f) a use or application other than or varying in any degree from the specifications and/or Seller’s instructions.
15. PATENTS. Provided Buyer has made all payments due Seller, Seller shall defend any suit brought against Buyer based upon a claim that the Deliverables infringe any United States patent issued as of the date of Seller’s quotation and shall pay any damages and costs finally awarded therein against Buyer, provided that Seller is notified promptly in writing of such suit and is given full authority, information and assistance by Buyer to defend or settle the suit. Notwithstanding anything to the contrary, Seller will have no liability to the extent that the suit is based upon: (i) modifications to any item made by or on behalf of the Buyer in a manner that causes the infringement; (ii) use of any item in combination with the Deliverables that causes the infringement; (iii) the failure of the Buyer to use corrections or enhancements to the Deliverables that are made available by Seller; (iv) Buyer’s Specifications; (v) Buyer’s distribution, marketing or use for the benefit of third parties of the Deliverables; or (vi) use not authorized under these Terms. If the Deliverables or any part thereof are deemed to infringe any such patent, Seller shall, at its expense and sole option either: (a) procure for Buyer the right to continue using said Deliverables or part; (b) replace them with non-infringing Deliverables or parts; (c) modify them so they become non-infringing; or (d) remove them and refund the purchase price for them depreciated over no more than 3 years.
16. TOOLING. In no event shall Buyer have any interest in any tools, jigs, dies, patterns, etc. (collectively, “Tooling”) which is made or obtained for the production of the Deliverables. Such Tooling shall remain the property of Seller.
17. CONFIDENTIALITY. All non-public or proprietary information of Seller, including all IP, quotations and pricing information, is confidential, solely for the use in performing hereunder and may not be disclosed, used or copied unless authorized by Seller in writing.
18. INTELLECTUAL PROPERTY. All drawings, know-how, designs, specifications, inventions, devices, developments, processes, copyrights, trademarks, patents and applications therefor, and other information or intellectual property disclosed or otherwise provided to Buyer by Seller and all rights therein (collectively, “IP”) are and will remain the property of Seller. Buyer shall have no claim to, nor ownership interest in, any IP and such information, in whatever form and any copies thereof, shall be promptly returned to Seller upon written request from Seller. Buyer acknowledges that no license or rights of any sort are granted to Buyer hereunder in respect of any IP, other than the limited right to use the Deliverables purchased from Seller.
19. EXPORT COMPLIANCE. Any items provided by Seller are controlled by the United States Government and authorized for export only to the country of ultimate destination for use by the ultimate consignee or end-user(s) herein identified. They may not be resold, transferred, or otherwise disposed of, to any other country or to any person other than the authorized ultimate consignee or end-user(s), either in their original form or after being incorporated into other items, without first obtaining approval from the United States Government or as otherwise authorized by U.S. Law and regulation.
20. FORCE MAJEURE. Seller shall not be liable for any delay in or failure to perform due to any event or contingency beyond its reasonable control (an event of “Force Majeure”), including acts of God, epidemics, acts of war whether declared or undeclared, blockades, labor disputes (whether of Seller’s employees or the employees of others), raw material shortages and material increases in costs of raw materials, including those material increases in costs resulting from the imposition of tariffs. In the event of Force Majeure, the time for performance will extend for such time as reasonably necessary to enable Seller to perform. Seller may, during any period of shortage due to any of the above circumstances, allocate its available supply of Deliverables among itself and its purchasers in such manner as Seller, in its sole judgement, deems fair and equitable.
21. TERMINATION. Seller shall have the right to cease work or terminate these Terms or any purchase order, in whole or in part, at any time, without liability, if: (i) Buyer breaches or defaults under these Terms or any other agreement it has with Seller; (ii) a petition under any applicable law relating to bankruptcy, insolvency, or reorganization is filed by or against Buyer; (iii) Buyer executes an assignment for benefit or creditors; (iv) a receiver is appointed for Buyer or any substantial part of its assets; or (v) Seller shall have any reasonable ground for insecurity with respect to Buyer’s ability to perform and Buyer is unable to provide Seller with adequate assurance within 10 days after written request therefor by Seller. In all cases, Seller’s rights are cumulative, are not exclusive and in addition to all other rights and remedies it may have at law or in equity. No termination shall affect any accrued rights or obligations of either party as of the effective date of such termination.
22. WAIVER. All waivers by Seller shall be in writing. Failure of Seller at any time to require Buyer’s performance of any obligation hereunder shall not affect Seller’s right to require performance of that obligation. No delay or omission in the exercise of any right, power, or remedy hereunder shall impair such right, power, or remedy or be considered to be a waiver of any default or acquiescence therein.
23. GOVERNING LAW. Any dispute arising out of or related to these Terms will be governed by and construed in accordance with the laws of the State of Illinois without regard to any rules on conflicts of laws and exclusively litigated in either (i) a state or federal court located in Cook County, Illinois, or (ii) a state or federal court located in the state of Seller’s principal place of business, at Seller’s sole discretion.
24. SEVERABILITY. The unenforceability or invalidity of any clause in these Terms shall not have an impact on the enforceability or validity any other clause in these Terms. Any unenforceable or invalid clause shall be regarded as removed from these Terms to the extent of its unenforceability and invalidity.
25. MISCELLANEOUS. Buyer shall not assign any of its rights or obligations under these Terms or any purchase order without Seller’s prior written consent. Buyer shall comply with all applicable laws. There are no third-party beneficiaries. Provisions which by their nature should survive will remain in force after any termination or expiration of any sale of Deliverables. The section headings are included solely for the convenience of the parties.