M-COR INC.
TERMS AND CONDITIONS OF SALE
Effective Date: September 17, 2026 | Version: 7426_01_3 | Supersedes Version 7426_01_2
These Terms and Conditions of Sale (the “Terms”) govern the sale of products and related services, if any, by M-Cor Inc. (“M-Cor”) to the purchaser identified in M-Cor’s quotation, order acknowledgment, invoice, or other sales document (“Customer”). These Terms apply to commercial and business-to-business transactions. Customer represents that it is purchasing Products for business or commercial purposes and not for personal, family, or household use.
As used in these Terms:
“Products” means all goods, parts, components, samples, prototypes, materials, tooling, and related services, if any, supplied or offered by M-Cor.
“Agreement” means these Terms, M-Cor’s written quotation, M-Cor’s written order acknowledgment, M-Cor’s invoice, and any part-specific specifications expressly accepted by M-Cor in writing, subject to the order of precedence stated below.
“Tooling” has the meaning given in Section 22.1.
“Process Information” means M-Cor’s manufacturing, encapsulation, extrusion, forming, curing, finishing, assembly, handling, and inspection methods, parameters, recipes, formulations, routings, work instructions, process flow documentation, yields, cycle times, equipment configurations, supplier identities, and related technical know-how, in each case whether or not reduced to writing and whether or not marked confidential.
“Authorized Officer” means M-Cor’s President or another officer of M-Cor expressly designated in writing by M-Cor for the specific purpose in question. No other person holds authority to bind M-Cor.
- CONTRACT FORMATION; CONDITIONAL ASSENT; REJECTION OF CUSTOMER TERMS
M-Cor’s quotation, order acknowledgment, shipment, invoice, or performance constitutes M-Cor’s offer to sell, or M-Cor’s acceptance of Customer’s offer to purchase, only on these Terms. M-Cor’s offer, acceptance, shipment, and performance are expressly conditional upon Customer’s assent to these Terms.
M-Cor expressly objects to and rejects all additional, different, inconsistent, or conflicting terms contained in Customer’s purchase orders, releases, forecasts, supplier manuals, quality agreements, nondisclosure agreements, purchasing terms, portal terms, online terms, click-through terms, general conditions, specifications, drawings, flow-down terms, end-customer requirements, scorecards, delivery documents, shipping documents, or other documents or communications, unless such terms are expressly accepted in a separate writing signed by an Authorized Officer of M-Cor.
Customer’s assent to these Terms shall be deemed to occur upon the earliest of: (a) Customer’s written or electronic confirmation; (b) Customer’s issuance of a purchase order after receipt of M-Cor’s quotation, order acknowledgment, invoice, or these Terms; (c) Customer’s acceptance, retention, use, resale, installation, assembly, commingling, or further processing of Products; (d) Customer’s payment of any M-Cor invoice; or (e) any other conduct recognizing the existence of a contract.
M-Cor’s shipment, performance, technical discussion, quality response, corrective-action participation, use of a Customer portal, administrative completion of onboarding forms, supplier-registration activity, receipt of Customer drawings, or continued business shall not constitute acceptance of Customer terms.
No provision of these Terms shall be deemed waived, and no Customer term shall be deemed accepted, by reason of M-Cor’s failure to object to any individual Customer document or provision. Customer acknowledges that M-Cor does not undertake to review Customer’s purchase-order terms, supplier manuals, portal terms, or flow-down documents, and that M-Cor’s silence as to any such document is a rejection and not an acceptance.
- AUTHORITY TO MODIFY TERMS
M-Cor Inc. | Terms and Conditions of Sale | Version 7426_01_3 Page 1 of 19
M-COR INC. – TERMS AND CONDITIONS OF SALE
No employee, salesperson, engineer, quality representative, customer-service representative, warehouse personnel, or agent of M-Cor has authority to accept, waive, amend, or modify these Terms unless expressly authorized in writing by M-Cor.
No modification, waiver, deviation, customer form, supplier manual, quality agreement, nondisclosure agreement, government-flowdown term, portal term, online term, or other term is binding on M-Cor unless contained in a separate writing signed by an Authorized Officer of M-Cor, and unless that writing expressly states that it overrides these Terms.
A signature, initial, stamp, electronic acknowledgment, or portal entry made by M-Cor personnel on a Customer document for administrative purposes, including receipt of drawings or documents, delivery receipts, packing slips, bills of lading, visitor logs, gate passes, training acknowledgments, supplier-registration forms, insurance-certificate requests, banking or tax forms, or portal check-boxes, is not an acceptance of any term or obligation and shall have no contractual effect.
An email signature block, quotation footer, order-acknowledgment footer, website form, or reference to a Customer document shall not constitute a signed writing for purposes of this Section.
- ORDER OF PRECEDENCE; ENTIRE AGREEMENT
Unless otherwise agreed in a separate writing signed by an Authorized Officer of M-Cor, the following order of precedence shall apply:
(1) any written M-Cor master supply, quality, or purchase agreement signed by an Authorized Officer of M-Cor that expressly states it overrides these Terms;
(2) these Terms;
(3) M-Cor’s written quotation;
(4) M-Cor’s written order acknowledgment;
(5) part-specific drawings, specifications, tolerance callouts, material requirements, inspection requirements, and special customer requirements expressly accepted by M-Cor in writing before order acceptance;
(6) M-Cor’s applicable published standards, manufacturing practices, inspection practices, tolerance documents, RMA documents, quality documents, qualifications, certifications, and webpages; and
(7) Customer’s purchase order, solely as to part number, quantity, requested delivery date, bill-to address, ship-to address, and price, but only to the extent accepted by M-Cor in writing.
Customer drawings, specifications, or technical documents may control only product-specific technical requirements expressly accepted by M-Cor in writing. They shall not override M-Cor’s legal, commercial, warranty, remedy, indemnity, audit, confidentiality, intellectual-property, tooling, payment, limitation-of-liability, delivery, dispute-resolution, compliance, or regulatory terms.
The Agreement supersedes all prior or contemporaneous negotiations, quotations, communications, proposals, representations, and understandings regarding the Products, except as expressly preserved in a writing signed by an Authorized Officer of M-Cor.
- PUBLISHED STANDARDS AND WEB-BASED DOCUMENTS
Customer acknowledges that M-Cor’s standards, terms and conditions, manufacturing information, tolerance documents, RMA documents, quality documents, qualifications, certifications, and related materials may be published on M-Cor webpages or supplied by M-Cor upon request.
Unless M-Cor states otherwise in writing, the applicable version of any M-Cor standard, webpage, qualification, certification, or published document shall be the version in effect as of the date of M-Cor’s quotation or order acknowledgment.
M-Cor may revise its published standards, webpages, qualifications, certifications, terms, and quality documents for future quotations and future orders. Revisions shall not apply retroactively to orders already accepted by M-Cor unless expressly agreed in writing by M-Cor.
M-Cor Inc. | Terms and Conditions of Sale | Version 7426_01_3 Page 2 of 19
M-COR INC. – TERMS AND CONDITIONS OF SALE
Publication or provision of any M-Cor standard, practice, certification, or descriptive document is for information only. It does not create a specification, a controlled document, a warranty, a continuing obligation, a license, or a commitment to maintain any practice, process, equipment, material source, or capability.
- QUOTATIONS; ORDER ACCEPTANCE; FORECASTS
All quotations are subject to change or withdrawal by M-Cor at any time before M-Cor issues a written order acknowledgment. Unless otherwise stated in the quotation, quotations expire thirty (30) days after issuance.
All Customer purchase orders are offers to purchase and are subject to acceptance by M-Cor. No order is binding unless and until accepted by M-Cor in writing. M-Cor may reject any order, specification, tolerance, inspection requirement, documentation requirement, delivery requirement, quality requirement, regulatory requirement, customer-specific requirement, or flow-down requirement that is not acceptable to M-Cor.
Any order accepted by M-Cor is accepted only on the terms stated in the Agreement. Forecasts, projections, schedules, blanket orders, capacity reservations, and planning releases are nonbinding unless expressly accepted by M-Cor in writing as firm purchase commitments.
M-Cor has no obligation to accept future orders, reserve capacity, maintain inventory, maintain safety stock or consignment stock, continue production, continue any part number, or continue supply unless expressly agreed in a separate writing signed by an Authorized Officer of M-Cor.
Customer’s reliance on any forecast, quotation, capacity discussion, lead-time estimate, roadmap, or nonbinding communication is at Customer’s sole risk and shall not give rise to any claim, including any claim for promissory estoppel, detrimental reliance, or breach of an implied commitment.
- PRICES; TAXES; SURCHARGES; NO COST-DOWN OBLIGATION
Prices are as stated in M-Cor’s quotation or order acknowledgment. Prices exclude all taxes, duties, tariffs, VAT, GST, customs charges, brokerage fees, freight, insurance, storage, packaging beyond M-Cor’s standard packaging, and governmental charges, all of which are Customer’s sole responsibility, except taxes measured solely by M-Cor’s net income.
Prices are based on raw material, labor, energy, freight, tariff, duty, currency, regulatory, and supplier costs existing as of the date of M-Cor’s quotation or order acknowledgment. If such costs increase before production, shipment, or completion, M-Cor may adjust pricing, add a surcharge, or require revised commercial terms. M-Cor shall provide reasonable support for material cost increases upon request where commercially practicable.
Prices are quoted for the specific part, quantity, and order in question. Pricing for one order, quantity, part number, program, or customer establishes no entitlement to the same or similar pricing for any other order, quantity, part number, program, or customer.
M-Cor has no obligation to accept, and Customer shall not impose, any annual price reduction, cost-down, productivity-savings, rebate, volume-discount, price-matching, most-favored-customer, benchmarking, should-cost, open-book, cost-breakdown, or cost-transparency requirement, or any obligation to disclose material costs, labor content, overhead, margin, supplier pricing, or internal cost data, unless expressly accepted in a separate writing signed by an Authorized Officer of M-Cor.
Clerical, typographical, mathematical, or administrative errors in quotations, acknowledgments, invoices, or other documents are subject to correction by M-Cor.
- PAYMENT TERMS; CREDIT; NO SET-OFF; SECURITY
Unless otherwise stated in M-Cor’s invoice or order acknowledgment, invoices are issued at shipment and payment is due net thirty (30) days from invoice date. M-Cor may require advance payment, deposit, letter of credit, credit-card payment, or other payment assurance before accepting or performing any order.
Past due amounts shall accrue interest at one and one-quarter percent (1.25%) per month (15% per annum) or the maximum rate permitted by applicable law, whichever is lower. Customer shall reimburse M-Cor for all costs incurred in collecting past
M-Cor Inc. | Terms and Conditions of Sale | Version 7426_01_3 Page 3 of 19
M-COR INC. – TERMS AND CONDITIONS OF SALE
due amounts, including reasonable attorneys’ fees, collection-agency fees, and court costs.
Customer shall pay all invoices in full when due and shall not withhold, deduct, debit, back-charge, or set off any amount on account of any claim, dispute, alleged nonconformity, warranty claim, chargeback, or other matter. Any such claim must be pursued separately in accordance with these Terms. Any deduction, debit memo, or chargeback taken by Customer in violation of this Section is a material breach, and the full invoiced amount shall remain immediately due and payable together with interest and collection costs.
M-Cor may, at its option, set off or recoup any amount owed by Customer to M-Cor against any amount owed by M-Cor to Customer or to any affiliate of Customer, under this or any other transaction or account.
Customer grants M-Cor a purchase money security interest and seller’s lien in the Products and all proceeds until all amounts owed to M-Cor are paid in full. Customer authorizes M-Cor to file UCC financing statements and other documents necessary or desirable to perfect or protect M-Cor’s security interest and irrevocably appoints M-Cor as Customer’s attorney-in-fact for such purpose.
For international transactions, Customer grants M-Cor the maximum security, retention-of-title, seller’s lien, reclamation, and equivalent rights permitted under applicable law until M-Cor receives full payment. Any such security or retention right is solely for payment security and shall not affect transfer of risk of loss, Customer’s import/export obligations, or Customer’s responsibility for the Products after delivery.
M-Cor may suspend shipment, delay performance, require advance payment, require adequate assurance of performance, or cancel unshipped orders if Customer fails to pay when due, exceeds credit limits, becomes insolvent, is subject to bankruptcy or similar proceedings, or otherwise gives M-Cor reasonable grounds for insecurity. Suspension or cancellation under this Section is not a breach by M-Cor and shall not give rise to any claim for delay, cover, or nonperformance.
- DELIVERY; TITLE; RISK OF LOSS; QUANTITIES; UNCOLLECTED PRODUCTS
Unless otherwise stated in M-Cor’s quotation or order acknowledgment, delivery is Ex Works (Incoterms 2020) M-Cor’s facility. Risk of loss passes to Customer when Products are made available to Customer or Customer’s carrier at M-Cor’s facility. Title passes to Customer upon such availability, subject to M-Cor’s security interest, retention-of-title, and payment rights described in these Terms.
If M-Cor arranges carriage, shipping, export paperwork, insurance, brokerage, or logistics at Customer’s request, M-Cor does so as Customer’s administrative accommodation and at Customer’s risk and expense. Such assistance shall not make M-Cor the importer of record, exporter of record, freight forwarder, customs broker, logistics provider, or party responsible for Customer’s regulatory obligations unless expressly agreed in writing by M-Cor.
Delivery dates are estimates only. M-Cor is not liable for any delay, and delay shall not be grounds for cancellation, rejection, chargeback, penalty, debit, cover purchase, expedite charge, line-down claim, or other claim. Time is not of the essence with respect to M-Cor’s delivery. M-Cor may make partial shipments and invoice separately for each shipment.
Due to manufacturing variances, M-Cor may ship and invoice quantities within plus or minus ten percent (+/- 10%) of the ordered quantity unless M-Cor expressly agrees otherwise in writing. The order shall be considered complete upon delivery of a quantity within such tolerance.
If Customer fails to take delivery of Products within ten (10) days after M-Cor’s notice that Products are available, M-Cor may invoice the Products as delivered, and thereafter shall hold them at Customer’s sole risk and expense. M-Cor may charge storage, handling, insurance, and administrative fees at M-Cor’s then-current rates. Products not collected within ninety (90) days after such notice may be deemed abandoned and may be resold, scrapped, or otherwise disposed of by M-Cor without further notice or liability, with proceeds, if any, applied first to amounts owed to M-Cor. Customer remains liable for the full contract price and all storage and disposition costs.
- CANCELLATION; RESCHEDULING; LIQUIDATED DAMAGES
Orders are non-cancellable, non-returnable, and non-reschedulable once accepted by M-Cor, except with M-Cor’s prior written consent. Customer may not cancel, reschedule, delay, suspend, reduce, or modify an accepted order without M-Cor’s prior
M-Cor Inc. | Terms and Conditions of Sale | Version 7426_01_3 Page 4 of 19
M-COR INC. – TERMS AND CONDITIONS OF SALE
written consent.
If M-Cor consents to cancellation, rescheduling, delay, suspension, reduction, or modification, Customer shall pay all costs incurred by M-Cor, including raw materials, components, supplier commitments, work in process, finished Products, tooling, labor, engineering, testing, storage, administrative costs, and lost margin.
The parties acknowledge that M-Cor’s actual damages from cancellation, delay, rescheduling, or reduction are difficult to calculate with precision, that the amounts stated below are a reasonable forecast of just compensation for the harm caused, and that this provision is the product of negotiation between sophisticated commercial parties. Therefore, if M-Cor agrees in writing to cancellation, Customer shall pay liquidated damages, agreed to be a reasonable estimate of M-Cor’s damages and not a penalty, equal to the sum of: (a) the contract price of all finished Products; (b) the full cost of all raw materials and components purchased or committed by M-Cor; (c) the full cost of all work in process; (d) M-Cor’s lost profit margin on the cancelled portion of the order not represented by finished Products; and (e) any nonrecoverable engineering, testing, administrative, storage, supplier, or tooling costs.
Liquidated damages shall be calculated to avoid duplication of recovery and shall not exceed the total contract price of the cancelled order, without limiting M-Cor’s right to recover unpaid invoices, interest, collection costs, attorneys’ fees, or other amounts owed by Customer.
Payment of liquidated damages, cancellation charges, or special-material charges does not transfer to Customer any ownership of, or right to receive, any raw material, component, work in process, Tooling, or scrap. Sections 22, 22A, and 22B govern all questions of ownership.
- SPECIFICATIONS; TOLERANCE CALLOUTS; NO DEEMED ACCEPTANCE
Dimensional tolerance callouts are controlling quality requirements. M-Cor shall be bound only by nominal dimensions, tolerance callouts, material requirements, inspection requirements, measurement methods, documentation requirements, and acceptance criteria expressly stated in M-Cor’s quotation, M-Cor’s order acknowledgment, or another written document expressly accepted by M-Cor before order acceptance.
M-Cor shall not be bound by implied, undocumented, verbal, customer-internal, end-customer, portal-based, supplier-manual, quality-manual, or after-the-fact tolerance requirements. No requirement shall be deemed accepted by M-Cor merely because M-Cor issues a quotation, acknowledges an order, ships Products, participates in technical discussions, reviews Customer documents, responds to a quality issue, uses a Customer portal, or does not identify every deviation from Customer’s documents.
Customer is solely responsible for providing all applicable drawings, specifications, tolerance requirements, material requirements, inspection requirements, end-use requirements, end-customer requirements, regulatory requirements, and special quality requirements before quotation and order acceptance. M-Cor may rely on Customer-provided information without independent verification.
Where no part-specific tolerance, measurement method, inspection level, or acceptance standard is expressly called out and accepted by M-Cor in writing, M-Cor’s applicable published standards, applicable RMA documents, standard tolerance practices, standard manufacturing practices, and standard inspection practices shall control.
Unless expressly accepted by M-Cor in writing before order acceptance, the measurement method, magnification, lighting, fixturing, and inspection conditions stated in M-Cor’s accepted documents or standard practices are controlling. Products shall not be rejected on the basis of magnification levels, measurement equipment, inspection conditions, sampling plans, or acceptance criteria more stringent than those accepted by M-Cor, and results obtained under more stringent conditions shall not establish nonconformity.
Products may not be rejected, debited, charged back, or made the subject of a corrective-action demand based on tolerances, measurement methods, inspection levels, specifications, drawing interpretations, supplier manuals, customer requirements, or end-customer requirements not expressly accepted by M-Cor in writing before order acceptance.
- SPECIAL QUALITY REQUIREMENTS; QUALITY SYSTEM; CUSTOMER FLOW-DOWNS M-Cor Inc. | Terms and Conditions of Sale | Version 7426_01_3 Page 5 of 19
M-COR INC. – TERMS AND CONDITIONS OF SALE
Any requirement for tighter-than-standard tolerances, one-hundred-percent (100%) inspection, specialized metrology, first-article inspection, PPAP, VDA/PPF documentation, dimensional layouts, capability studies, control plans, process flow documentation, PFMEA, special traceability, special packaging, special labeling, special certification, customer-specific reporting, regulatory reporting, customer portals, or other non-standard requirement must be submitted to M-Cor before quotation and must be expressly accepted by M-Cor in writing.
Such requirements are excluded unless expressly quoted and accepted by M-Cor. If accepted, such requirements may affect price, lead time, tooling, production scheduling, inspection method, sampling plan, documentation scope, and commercial terms.
M-Cor shall maintain a quality system consistent with its published qualifications, certifications, and normal business practices. M-Cor does not warrant compliance with any specific quality-system certification, customer manual, automotive standard, aerospace standard, medical standard, defense standard, semiconductor-industry standard, environmental certification, zero-defect requirement, copy-exactly or process-of-record regime, or end-customer requirement unless expressly stated in M-Cor’s quotation, certificate, or another written document signed by an Authorized Officer of M-Cor.
Any reference to continuous improvement, defect reduction, quality objectives, or zero-defect targets shall be deemed an operational objective only and not a warranty, guarantee, strict-liability obligation, or basis for rejection, debit, chargeback, or damages.
M-Cor does not accept Customer flow-down obligations, supplier manuals, end-customer manuals, quality agreements, audit requirements, record-retention requirements, corrective-action requirements, process-freeze or change-lock requirements, or program-specific obligations unless expressly accepted in a writing signed by an Authorized Officer of M-Cor.
Where Customer resells or incorporates Products and is itself subject to obligations owed to its own customer, those obligations are Customer’s sole responsibility. M-Cor assumes no obligation to any tier above Customer, and Customer shall not represent that M-Cor has accepted any such obligation.
- MANUFACTURING AND INSPECTION PRACTICES
M-Cor shall manufacture, inspect, and supply Products in accordance with M-Cor’s accepted quotation, M-Cor’s order acknowledgment, applicable accepted specifications, applicable accepted tolerance callouts, applicable published standards, and M-Cor’s standard manufacturing and inspection practices.
Inspection methods may vary by product type, material, construction, size, manufacturing method, applicable standard, commercially reasonable inspection capability, and accepted order requirements. Inspection requirements applicable to one product, order, lot, program, or customer shall not apply to any other product, order, lot, program, or customer unless expressly accepted by M-Cor in writing.
M-Cor is not required to perform 100% inspection, specialized metrology, destructive testing, special sampling, additional dimensional reporting, special certificates, or customer-specific reporting unless expressly accepted by M-Cor in writing before order acceptance.
M-Cor retains sole discretion over the selection, design, configuration, sequencing, staffing, location, and modification of its manufacturing and inspection processes, subject only to M-Cor’s obligation to meet accepted written product requirements. Nothing in the Agreement establishes a process of record, frozen process, locked process, locked facility, locked material source, or locked supplier, and no such restriction shall arise from course of dealing, prior lots, prior qualification activity, or Customer’s or its end customer’s internal requirements.
- LABELING, PACKAGING, AND TRACEABILITY
M-Cor shall provide labeling, packaging, lot identification, batch identification, and traceability in accordance with M-Cor’s standard practices unless special requirements are expressly accepted by M-Cor in writing before order acceptance.
Direct part marking, customer-specific labels, barcodes, serialization, unique device identification, special packaging identification, or other special marking requirements apply only where technically feasible and expressly accepted by M-Cor in writing.
M-Cor Inc. | Terms and Conditions of Sale | Version 7426_01_3 Page 6 of 19
M-COR INC. – TERMS AND CONDITIONS OF SALE
Customer is responsible for maintaining product identification, segregation, storage, chain of custody, and traceability after receipt of Products. Customer’s failure to maintain segregation, identification, or traceability, or Customer’s commingling of Products with goods from other sources, bars any claim that cannot be traced to a specific M-Cor lot and shipment.
- REGULATORY, ENVIRONMENTAL, GOVERNMENT, AND END-USE REQUIREMENTS
M-Cor shall provide regulatory, material, chemical, environmental, REACH, RoHS, SVHC, SCIP, conflict-minerals, country-of-origin, customs, domestic-content, or similar information only to the extent such information is applicable to the Products supplied, reasonably available to M-Cor, and expressly requested before quotation or otherwise agreed by M-Cor in writing.
Any such information is provided to the best of M-Cor’s knowledge based on information received from M-Cor’s suppliers, without independent testing or verification, and is not a warranty, certification, or guarantee. M-Cor’s provision of such information does not obligate M-Cor to update it, to monitor regulatory developments, to disclose formulations, compound identities, supplier identities, or material sources, or to provide full disclosure of composition beyond what is required by applicable law.
M-Cor does not assume responsibility for Customer’s import, export, resale, market-placement, end-use, end-customer, government-contract, state-procurement, federal-procurement, public-procurement, domestic-content, environmental, chemical, or regulatory obligations unless expressly accepted in a writing signed by an Authorized Officer of M-Cor.
Customer is responsible for identifying the destination market, application, end use, regulatory classification, importer obligations, exporter obligations, customs requirements, end-customer requirements, government-contract requirements, state or federal procurement requirements, and legal requirements applicable to Customer’s use, resale, import, export, assembly, distribution, or placement of Products on any market.
M-Cor shall not be responsible for unsolicited reporting, database listing, regulatory registration, end-customer regulatory flow-down obligations, public procurement certifications, government-contract certifications, domestic-content certifications, or similar obligations unless expressly accepted in a writing signed by an Authorized Officer of M-Cor.
- CUSTOMER-PROVIDED INFORMATION; REGULATED DATA; PORTALS
Customer shall not provide M-Cor with classified information, controlled unclassified information, export-controlled technical data, ITAR-controlled technical data, EAR-controlled technology, defense technical information, personal information other than ordinary business contact information, protected health information, payment-card data, cybersecurity-regulated data, government-sensitive data, or other regulated data unless M-Cor expressly agrees in advance in a writing signed by an Authorized Officer of M-Cor specifying the applicable controls and commercial terms.
Any unsolicited regulated data or controlled information provided by Customer is provided at Customer’s sole risk and shall not impose any security, cybersecurity, export-control, privacy, government-contract, or regulatory obligation on M-Cor beyond obligations that mandatorily apply by law. M-Cor may reject, delete, return, quarantine, or refuse to process such information. Customer shall indemnify M-Cor for all claims, penalties, costs, and expenses arising from Customer’s provision of such information.
M-Cor’s use of any Customer portal, electronic data interchange, vendor-management system, quality system, or online platform is administrative only. Portal terms, click-through terms, online terms, data-processing terms, cybersecurity terms, and system terms are rejected unless expressly accepted in a writing signed by an Authorized Officer of M-Cor. M-Cor has no obligation to use, monitor, maintain access to, or take action based on any Customer portal, and Customer may not treat portal postings as notice to M-Cor or as amendment of the Agreement.
- CHANGES; SUBCONTRACTORS; SUPPLIERS
M-Cor shall notify Customer of material changes that M-Cor determines are reasonably likely to affect the fit, form, function, accepted specifications, accepted tolerances, product safety, or regulatory status of Products supplied to Customer under accepted orders.
M-Cor Inc. | Terms and Conditions of Sale | Version 7426_01_3 Page 7 of 19
M-COR INC. – TERMS AND CONDITIONS OF SALE
Customer approval is not required for internal business changes, equipment changes, facility changes, supplier changes, sub-supplier changes, inspection changes, process improvements, material-source changes, logistics changes, or other changes that do not materially affect accepted written product requirements.
Any change-notification interval, advance-notice period, process-freeze commitment, or end-of-life notice period demanded by Customer or Customer’s end customer is not binding on M-Cor unless expressly accepted in a writing signed by an Authorized Officer of M-Cor. Absent such acceptance, M-Cor’s sole obligation is to give notice as provided in the first paragraph of this Section within a commercially reasonable period.
Customer has no right to control M-Cor’s internal processes, facilities, suppliers, sub-suppliers, tooling, equipment, test methods, inspection methods, or manufacturing decisions except to the extent expressly agreed in writing for a specific accepted order.
M-Cor may use suppliers, sub-suppliers, subcontractors, outside processors, test laboratories, warehouses, and logistics providers in its discretion. Customer has no direct audit, inspection, approval, control, or access rights with respect to M-Cor’s suppliers, sub-suppliers, subcontractors, outside processors, test laboratories, warehouses, or logistics providers, and M-Cor is not required to disclose their identities or locations.
- AUDITS; QUALITY RECORDS; CORRECTIVE ACTION
M-Cor does not accept audit requirements, customer quality agreements, supplier manuals, corrective-action requirements, record-retention requirements, PPAP, VDA/PPF, first-article, special traceability, special reporting, or end-customer flow-down obligations unless expressly accepted in writing by M-Cor before order acceptance.
Any audit by Customer requires at least thirty (30) days’ prior written notice and M-Cor’s prior written approval, which M-Cor may withhold. M-Cor does not accept unannounced, for-cause-declared, short-notice, remote, virtual, video, or third-party-conducted audits. Audits shall be limited to one (1) audit in any twelve (12) month period, to a duration approved by M-Cor, and to records, processes, and areas directly related to Products supplied to Customer under accepted orders. Audits shall occur during normal business hours and shall not interfere with M-Cor’s operations. Customer bears all of its own audit costs, and M-Cor may charge its reasonable audit-support costs at M-Cor’s then-current rates.
Unless expressly agreed in a separate writing signed by an Authorized Officer of M-Cor, no audit shall include access to or review of Process Information, process parameters, recipes, formulations, work instructions, routings, tooling design, equipment configuration, process flow documentation, internal photographs or video, yield data, cost data, pricing, other customers’ documents or products, employee records, or any area of M-Cor’s facility in which proprietary encapsulation, extrusion, or forming operations are performed.
M-Cor may restrict or deny access to protect trade secrets, proprietary information, customer confidential information, supplier confidential information, pricing, employee information, cybersecurity, safety, export-controlled information, legal privileges, and third-party obligations. Customer’s customers, competitors, consultants, auditors, or other third parties may not participate without M-Cor’s prior written consent. No photographs, video recordings, sketches, measurements, copies, electronic downloads, or removal of documents are permitted without M-Cor’s prior written consent. All audit personnel shall execute M-Cor’s confidentiality and site-access agreement before entry.
M-Cor will review written complaints supported by sufficient samples, data, measurements, photographs, lot information, and accepted specifications. Corrective-action responses, including 3D, 4D, 5-Why, Ishikawa, 8D, or similar reports, shall be provided only where appropriate and only on a commercially reasonable schedule after M-Cor receives sufficient information to investigate. M-Cor is not obligated to meet any customer-imposed response deadline, escalation schedule, or scorecard metric.
M-Cor’s participation in any complaint, investigation, containment activity, corrective-action process, customer meeting, audit, or technical review shall not constitute an admission of liability, acceptance of Customer’s terms, acceptance of Customer’s measurement method, acceptance of any stated root cause, waiver of any claim period, or agreement to pay any costs.
M-Cor shall maintain quality records in accordance with its then-current standard record-retention practices, applicable law, and any specific record-retention requirement expressly accepted by M-Cor in writing before order acceptance. M-Cor is not required to maintain records for ten (10) years, make records available “at any time,” or provide internal quality records, work
M-Cor Inc. | Terms and Conditions of Sale | Version 7426_01_3 Page 8 of 19
M-COR INC. – TERMS AND CONDITIONS OF SALE
instructions, training records, operator records, internal photographs, or internal investigation materials beyond its standard practices unless expressly agreed in writing by M-Cor. M-Cor may provide certificates, summaries, or other reasonable evidence in lieu of internal records.
- INSPECTION; ACCEPTANCE; CLAIM REQUIREMENTS
Customer shall inspect all Products promptly upon receipt and before use, resale, installation, assembly, further processing, commingling, or delivery to Customer’s customer.
Any claim for visible or patent nonconformity must be submitted in writing within fifteen (15) business days after Customer’s receipt of Products. Any claim for latent nonconformity must be submitted in writing within ten (10) business days after discovery. In no event may any claim be asserted more than twelve (12) months after shipment unless expressly agreed in writing by M-Cor. These periods are of the essence.
Any claim must include the part number, purchase order number, M-Cor invoice or acknowledgment number, lot or batch information, quantity affected, description of the alleged nonconformity, applicable accepted specification, measurement method, inspection results, photographs where applicable, and representative samples when requested by M-Cor.
Failure to provide timely and complete written notice constitutes acceptance of the Products and waiver of the claim. Use, resale, installation, assembly, modification, further processing, commingling, or failure to preserve samples or traceability constitutes acceptance of the affected Products, except for latent defects not reasonably discoverable before such use.
No claim period is tolled, extended, revived, or waived by M-Cor’s issuance of an RMA, investigation, testing, inspection, containment support, corrective-action participation, replacement, rework, credit, refund, settlement discussion, customer meeting, or continued business.
No Products may be returned without a valid Return Material Authorization (“RMA”) issued by M-Cor. Authorized returns must be shipped prepaid within ten (10) days of RMA issuance. Products returned without a valid RMA, or returned after such period, may be refused, returned at Customer’s expense, or scrapped without credit.
Products may not be rejected based on tolerances, measurement methods, inspection criteria, customer specifications, end-customer requirements, supplier manuals, or interpretations not expressly accepted by M-Cor in writing before order acceptance.
- NONCONFORMING PRODUCT; EXCLUSIVE REMEDY
If M-Cor confirms that Products did not conform to accepted written specifications at the time of shipment, Customer’s sole and exclusive remedy shall be, at M-Cor’s option, repair, replacement, rework, credit, or refund of the purchase price paid for the affected Products.
With respect to o-rings, Customer’s sole and exclusive remedy is limited to, at M-Cor’s option, replacement of o-rings determined by M-Cor to be defective, credit, or refund of the purchase price paid for the affected o-rings.
No Product may be returned without M-Cor’s prior written authorization. M-Cor shall have a reasonable opportunity to inspect, test, and evaluate the affected Products before any remedy, debit, chargeback, replacement purchase, sorting, rework, field action, recall, customer accommodation, or other action is undertaken at M-Cor’s expense. Customer’s destruction, scrapping, alteration, or failure to preserve the affected Products, or Customer’s refusal to return them on request, bars the claim.
M-Cor shall not be responsible for sorting, rework, replacement, expedited freight, additional shifts, production downtime, line shutdowns, customer chargebacks, administrative charges, field costs, recall costs, penalties, debits, or other costs unless M-Cor expressly agrees in writing or such costs are finally determined to have been directly caused by M-Cor’s confirmed breach of accepted written product requirements.
Replacement, rework, repair, credit, or refund under this Section starts no new warranty period and extends no existing warranty or claim period.
- LIMITED WARRANTY; DISCLAIMER
M-Cor Inc. | Terms and Conditions of Sale | Version 7426_01_3 Page 9 of 19
M-COR INC. – TERMS AND CONDITIONS OF SALE
M-Cor warrants solely that, at the time of shipment, Products will conform to the specifications and tolerances expressly identified in M-Cor’s order acknowledgment or otherwise expressly accepted by M-Cor in writing before order acceptance. This warranty extends only to Customer, is non-transferable, and may not be passed through, assigned, or extended to any other tier, end customer, distributor, or user.
This warranty does not apply to any Product that has been modified, misused, mishandled, improperly installed, improperly stored, commingled, further processed, used outside accepted written specifications, used in an application not disclosed to and accepted by M-Cor, subjected to chemical, thermal, mechanical, environmental, or operating conditions outside accepted written specifications, or damaged as a result of Customer’s designs, specifications, instructions, installation, assembly, storage, handling, application, or end use.
M-Cor makes no warranty as to shelf life, aging, compression set, permeation, chemical compatibility, plasma or process-gas resistance, particle generation, outgassing, extractables, service life, cycle life, or performance in service, all of which depend on Customer’s application, environment, assembly, and use, and all of which are Customer’s sole responsibility to evaluate and validate.
With respect to o-rings, M-Cor shall have no obligation for o-rings found by M-Cor not to be defective or that have been subjected to misuse, improper installation, improper storage, chemical or thermal exposure outside accepted specifications, alteration, further processing, commingling, or normal wear.
DISCLAIMER: THE FOREGOING WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES. M-COR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. NO AFFIRMATION, REPRESENTATION, DESCRIPTION, SAMPLE, MODEL, PROTOTYPE, TEST REPORT, TECHNICAL ADVICE, APPLICATION ASSISTANCE, QUALITY RESPONSE, CORRECTIVE ACTION, OR COURSE OF CONDUCT SHALL CREATE ANY WARRANTY NOT EXPRESSLY SET FORTH IN THESE TERMS. CUSTOMER IS RESPONSIBLE FOR DETERMINING WHETHER PRODUCTS ARE SUITABLE FOR CUSTOMER’S APPLICATION, ENVIRONMENT, ASSEMBLY, INSTALLATION, RESALE, CUSTOMER REQUIREMENTS, END-CUSTOMER REQUIREMENTS, AND END USE.
- LIMITATION OF LIABILITY
IN NO EVENT SHALL M-COR BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOSS OF BUSINESS, LOSS OF PRODUCTION, LOSS OF USE, LOSS OF DATA, LINE-DOWN CHARGES, CUSTOMER CHARGEBACKS, RECALL COSTS, FIELD COSTS, SORTING OR REWORK COSTS, ADMINISTRATIVE CHARGES, DAMAGE TO REPUTATION, OR CLAIMS OF CUSTOMER’S CUSTOMERS, WHETHER ARISING IN CONTRACT, TORT, WARRANTY, STRICT LIABILITY, NEGLIGENCE, INDEMNITY, CONTRIBUTION, STATUTE, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
M-COR’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT, ANY PRODUCT, QUOTATION, ORDER, SHIPMENT, SERVICE, QUALITY ISSUE, TOOLING, CUSTOMER PROPERTY, OR CLAIM SHALL NOT EXCEED THE LESSER OF: (A) TWENTY-FIVE THOUSAND DOLLARS ($25,000); OR (B) THE AMOUNT PAID BY CUSTOMER TO M-COR FOR THE SPECIFIC AFFECTED PRODUCTS GIVING RISE TO THE CLAIM. THIS LIMIT IS AGGREGATE AND CUMULATIVE ACROSS ALL CLAIMS, ORDERS, SHIPMENTS, AND CAUSES OF ACTION, AND IS NOT A PER-CLAIM OR PER-ORDER LIMIT.
The limitations in this Section apply to M-Cor and to its officers, directors, employees, agents, affiliates, suppliers, subcontractors, and representatives, and apply to all claims whether brought directly by Customer, by Customer’s customer, by any other tier, or by way of indemnity, contribution, or subrogation.
THE EXCLUSION OF CONSEQUENTIAL DAMAGES IS AN INDEPENDENT CONTRACTUAL PROVISION AND SHALL APPLY EVEN IF ANY LIMITED OR EXCLUSIVE REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
M-Cor Inc. | Terms and Conditions of Sale | Version 7426_01_3 Page 10 of 19
M-COR INC. – TERMS AND CONDITIONS OF SALE
Customer acknowledges that the prices quoted by M-Cor reflect the allocation of risk set forth in Sections 19, 20, and 21, that M-Cor would not sell Products on the prices quoted without that allocation, and that Customer has had the opportunity to obtain insurance against the risks allocated to Customer.
The existence, scope, or limits of any insurance carried by M-Cor shall not expand M-Cor’s liability, waive any limitation, or serve as a measure of damages.
This limitation does not limit M-Cor’s affirmative rights to recover the purchase price, liquidated damages, interest, storage and disposition costs, collection costs, attorneys’ fees, or other amounts owed by Customer, or M-Cor’s right to injunctive or equitable relief.
The limitations in this Section apply to the maximum extent permitted by law but shall not apply to liability resulting from M-Cor’s fraud, willful injury to the person or property of another, or violation of law to the extent such liability cannot be limited by contract.
- TOOLING; PROCESS ASSETS; TEST EQUIPMENT; CUSTOMER PROPERTY
22.1 Definition of Tooling.
“Tooling” means all tooling, tools, molds, mold bases, mold inserts, cavities, cores, dies, extrusion dies, tips, mandrels, encapsulation tooling, forming tooling, pressing and sintering fixtures, trim tooling, cutting tools, patterns, forms, jigs, fixtures, work holders, check fixtures, gauges, master samples, reference standards, templates, calibration artifacts, CNC and CAM programs, tool paths, machine programs, machine settings, recipes, process parameters, process designs, inspection programs, software, firmware, and all other manufacturing, inspection, and test aids, together with all drawings, models, CAD and CAM files, specifications, documentation, and data relating to any of them, in each case that are designed, developed, conceived, modified, improved, fabricated, procured, or acquired by or for M-Cor in connection with the manufacture, inspection, or testing of Products.
22.2 M-Cor Ownership.
Unless otherwise agreed in a separate writing signed by an Authorized Officer of M-Cor, all Tooling is and remains the sole and exclusive property of M-Cor, wherever located, regardless of: (a) any tooling charge, nonrecurring engineering charge, engineering charge, development charge, setup charge, amortization, program charge, first-article charge, sample charge, or other charge paid or payable by Customer, whether partial or equal to or exceeding M-Cor’s full cost; (b) the fact that the Tooling was designed, built, or procured specifically for Customer’s part, program, or drawing; (c) any Customer-supplied drawing, specification, design, sample, or requirement; (d) any designation, asset number, tooling number, or part number assigned by Customer or its end customer; (e) the inclusion of the Tooling on any Customer or end-customer tooling register, asset list, audit schedule, or financial statement; or (f) any course of dealing, industry custom, or prior transaction.
22.3 Tooling Charges Are Not a Purchase.
Any tooling, engineering, setup, amortization, development, program, or nonrecurring charge quoted or invoiced by M-Cor is a contribution toward M-Cor’s cost, commitment, and commercial risk in creating and maintaining production capability. Such a charge is not a purchase, sale, lease, bailment, consignment, escrow, joint development, or joint venture, and confers on Customer no ownership, co-ownership, title, equitable title, beneficial interest, reversionary interest, security interest, lien, license, option, right of first refusal, right of removal, possession, custody, access, inspection, approval, amortization credit, refund, accounting, or control right with respect to the Tooling or any part of it.
22.4 No Implied or Equitable Claims.
Customer waives, releases, and shall not assert any claim to ownership of, or any interest in, Tooling arising under any theory of bailment, consignment, trust, constructive trust, resulting trust, equitable lien, equitable title, unjust enrichment, quantum meruit, accession, work made for hire, joint authorship, joint inventorship, shop right, specially manufactured goods, identification of goods to the contract, right to replevin or specific performance, Sections 30-2-501 and 30-2-502 of the Montana Code Annotated or any corresponding provision of the Uniform Commercial Code as enacted in any jurisdiction, course of dealing, course of performance, usage of trade, promissory estoppel, or detrimental reliance.
22.5 Intellectual Property in Tooling and Processes.
M-Cor Inc. | Terms and Conditions of Sale | Version 7426_01_3 Page 11 of 19
M-COR INC. – TERMS AND CONDITIONS OF SALE
All intellectual property rights in and to the Tooling and to M-Cor’s Process Information, including patents, patent applications, trade secrets, copyrights, mask works, designs, drawings, models, CAD and CAM files, process designs, recipes, parameters, encapsulation methods, extrusion methods, tolerance-control methods, and all improvements and derivative works, are and remain the sole and exclusive property of M-Cor, including where conceived, developed, reduced to practice, or first applied in connection with Customer’s part, Customer’s drawing, Customer’s program, or work for which Customer paid a charge of any kind.
Customer’s furnishing of a part drawing, specification, sample, or requirement grants Customer no right, title, interest, or license in the Tooling, the Process Information, or the method by which the Product is made, and does not make Customer a joint owner, joint inventor, or joint author of any of them.
Any invention, improvement, modification, discovery, know-how, or work of authorship conceived or developed by M-Cor, alone or jointly with Customer or any third party, in the course of quoting, designing, tooling, developing, manufacturing, inspecting, testing, or improving any Product or process, is the sole and exclusive property of M-Cor. To the extent Customer acquires or is deemed to acquire any right or interest in any of the foregoing, Customer hereby irrevocably assigns that right and interest to M-Cor and agrees to execute confirmatory assignments and other documents reasonably requested by M-Cor. If Customer fails to execute such documents within fifteen (15) business days after request, Customer irrevocably appoints M-Cor as Customer’s attorney-in-fact for the limited purpose of executing them.
Nothing in the Agreement restricts M-Cor from using its Tooling, Process Information, improvements, know-how, or independently developed technology to manufacture, develop, improve, source, market, or sell products for itself or for any other party, including for competitors of Customer, provided M-Cor does not misuse Customer’s protected confidential information.
22.6 No Right of Possession, Transfer, Removal, or Duplication.
Customer has no right, and shall not attempt, whether directly or through any affiliate, agent, consultant, customer, or other third party, to: (a) take or demand possession, custody, or control of any Tooling; (b) remove, relocate, or require the relocation of any Tooling from M-Cor’s facility or any facility designated by M-Cor; (c) require M-Cor to transfer, sell, assign, license, escrow, or deliver any Tooling, Tooling drawing, CAD or CAM file, machine program, recipe, process parameter, or other Process Information to Customer, to Customer’s end customer, to an alternate or second-source supplier, to a competitor of M-Cor, to a contract manufacturer, or to any other third party; (d) duplicate, replicate, copy, reproduce, re-create, reverse engineer, disassemble, measure, dimension, photograph, video, scan, three-dimensionally scan, digitize, or sample any Tooling; or (e) cause or permit any third party to make, use, or copy any Tooling or equivalent tooling derived from M-Cor’s Tooling or Process Information.
The restrictions in this Section 22.6 apply without limitation upon and after any expiration, completion, cancellation, termination, suspension, product discontinuation, end of life, last-time buy, price dispute, quality dispute, corrective action, resourcing decision, change of control of Customer, or insolvency, bankruptcy, receivership, or assignment for the benefit of creditors of either party. No such event shall create any right of Customer to obtain, use, or direct the disposition of Tooling.
22.7 Maintenance, Modification, Retention, and Scrapping.
M-Cor may modify, repair, rebuild, refurbish, replace, re-purpose, re-machine, relocate, store, consolidate, or scrap Tooling in its sole discretion and without notice to Customer, provided M-Cor fulfills the accepted written requirements of accepted orders.
M-Cor has no obligation to retain, preserve, maintain, insure, store, calibrate, validate, or hold any Tooling in a state of readiness, to maintain production capability or capacity, or to keep any Tooling available for future orders. Tooling for which M-Cor has received no production release for eighteen (18) consecutive months may be scrapped, re-purposed, or otherwise disposed of by M-Cor without notice, credit, refund, or liability of any kind.
Tooling wear, degradation, breakage, and end of service life are normal and expected incidents of manufacturing. M-Cor may quote replacement or refurbishment of Tooling as a new charge, and Customer’s prior payment of any tooling charge creates no credit, offset, or entitlement against any such charge. M-Cor is not liable for any delay, cost, or claim arising from Tooling wear, breakage, repair, replacement, or unavailability.
22.8 No Encumbrance, Marking, or Asset Verification by Customer.
M-Cor Inc. | Terms and Conditions of Sale | Version 7426_01_3 Page 12 of 19
M-COR INC. – TERMS AND CONDITIONS OF SALE
Customer shall not create, grant, file, permit, or suffer to exist any lien, security interest, financing statement, mortgage, charge, claim, or encumbrance against any Tooling, raw material, work in process, or finished Product held by M-Cor. Customer shall not include any Tooling on any Customer or third-party asset list, tooling register, fixed-asset schedule, financial statement, insurance schedule, or audit report, and shall not represent to any person that Customer or any third party owns, controls, or has any interest in any Tooling.
Any financing statement or other filing made in violation of this Section shall be terminated or released by Customer at Customer’s expense within five (5) business days after M-Cor’s demand. Customer irrevocably authorizes M-Cor to file any termination statement, release, or correction statement necessary to clear such filing, and Customer shall indemnify M-Cor for all resulting claims, costs, and attorneys’ fees.
Customer has no right to affix asset tags, serial numbers, ownership legends, or identification markings to any Tooling, or to conduct any tooling audit, tooling inventory, physical asset verification, tooling-condition assessment, or tooling-location confirmation. M-Cor may remove any marking affixed without its prior written consent.
22.9 Customer-Provided Property.
Property furnished by Customer, including tooling, test equipment, gauges, fixtures, molds, dies, materials, compounds, components, samples, drawings, and software, becomes or remains Customer property in M-Cor’s possession only if and when (a) Customer physically delivers it to M-Cor, and (b) M-Cor expressly accepts it in a writing signed by an Authorized Officer of M-Cor that specifically identifies it as Customer property. Absent both conditions, such property shall be treated as M-Cor property, as consumable supply, or as abandoned, at M-Cor’s option, and Section 22A shall govern any material.
Customer represents and warrants that it owns or has the right to provide all Customer-provided property, that it is free of liens and encumbrances, that it is suitable, safe, accurate, calibrated, and fit for its intended use, that it does not infringe or misappropriate any third-party right, that it contains no undisclosed hazardous, contaminated, radioactive, or regulated substance, and that it is accompanied by all safety data sheets, handling instructions, and documentation required by law.
M-Cor holds Customer-provided property as a gratuitous bailee for Customer’s sole benefit. M-Cor is not an insurer of Customer-provided property and makes no warranty or undertaking as to its custody, security, condition, or preservation. M-Cor shall not be liable for any loss of, damage to, wear of, deterioration of, contamination of, breakage of, obsolescence of, calibration drift of, or destruction of Customer-provided property, or for any cost of repair, replacement, recalibration, revalidation, or requalification, except to the extent directly caused by M-Cor’s gross negligence or willful misconduct, and in no event in excess of the limitations set forth in Section 21.
Customer is solely responsible, at Customer’s expense, for the design, suitability, safety, accuracy, maintenance, calibration, validation, spare parts, repair, replacement, insurance, inbound and outbound freight, duties, packaging, installation, removal, and return of Customer-provided property. Customer shall maintain property insurance covering Customer-provided property for its full replacement value, shall name M-Cor as an additional insured and loss payee as its interest may appear, and shall cause its insurers to waive all rights of subrogation against M-Cor.
Customer shall defend, indemnify, and hold harmless M-Cor and the persons identified in Section 24 from and against all claims, damages, losses, costs, penalties, and attorneys’ fees arising out of or relating to Customer-provided property, including its design, condition, defects, failure, hazardous content, contamination, infringement, use, operation, storage, transportation, or removal.
Customer-provided property remains subject to the confidentiality, access, audit, and inspection limitations of Sections 17 and 23. Customer’s ownership of Customer-provided property grants Customer no right of access to M-Cor’s facility, no right to observe or review M-Cor’s processes, no right to Process Information, and no right of control over how, where, when, or with what equipment the property is used.
22.10 Storage, Abandonment, Lien, and Disposition.
Customer-provided property for which M-Cor has received no production release for twelve (12) consecutive months, or which is not retrieved by Customer within sixty (60) days after M-Cor’s written request, may be deemed abandoned by Customer.
M-Cor Inc. | Terms and Conditions of Sale | Version 7426_01_3 Page 13 of 19
M-COR INC. – TERMS AND CONDITIONS OF SALE
Beginning sixty (60) days after M-Cor’s written request for retrieval, M-Cor may charge storage, handling, and administrative fees at M-Cor’s then-current rates. Upon abandonment, M-Cor may sell, scrap, recycle, dispose of, or retain the property, and shall apply any net proceeds first to amounts owed to M-Cor by Customer, without further notice, credit, accounting, or liability to Customer.
M-Cor shall have a lien on all Customer-provided property, materials, work in process, and finished Products in M-Cor’s possession for all amounts owed by Customer, including unpaid invoices, interest, liquidated damages, storage, handling, disposal, and collection costs and attorneys’ fees, and M-Cor may withhold release, shipment, or return of any such items until all such amounts are paid in full.
Any written request or notice under this Section may be sent to the most recent address, contact, or email address on file for Customer, and is effective upon sending.
22.11 Survival; Equitable Relief.
This Section 22 survives completion, expiration, termination, and cancellation of the Agreement and every order. Customer acknowledges that any breach of Sections 22.5, 22.6, or 22.8 would cause M-Cor irreparable harm not adequately compensable by monetary damages, and that M-Cor shall be entitled to injunctive and other equitable relief, without the necessity of posting bond or proving actual damages, in addition to all other remedies.
22A. SPECIAL-ORDER AND NONSTANDARD MATERIALS
Notwithstanding anything in the Agreement to the contrary, all raw materials, tubing, compounds, resins, components, and supplies purchased or procured by M-Cor remain the sole property of M-Cor unless M-Cor expressly agrees otherwise in a separate writing signed by an Authorized Officer.
Any special-material charge, minimum-purchase charge, procurement charge, surcharge, advance payment, deposit, setup charge, or reimbursement of supplier costs compensates M-Cor for the cost, commitment, and commercial risk associated with procuring nonstandard or customer-specific material. Payment of any such charge does not constitute a sale of the underlying material and does not grant Customer any ownership, title, equitable title, security interest, beneficial interest, bailment, trust, lien, possession, segregation, identification, inspection, accounting, or control rights in that material.
This provision applies even if the material was procured specifically for Customer’s order, procured against Customer’s forecast, purchased in a supplier-required minimum quantity, identified by Customer’s part number, or paid for in whole or in part through a separate charge. Customer acquires title only to finished Products made available for delivery in accordance with Section 8.
Unless expressly agreed otherwise in a separate writing signed by an Authorized Officer, M-Cor is not required to dedicate, identify, segregate, reserve, store, label, or maintain any quantity of raw material for Customer. M-Cor may manage, allocate, commingle, use, substitute, resell, return, scrap, or otherwise dispose of unused material in its discretion, provided M-Cor fulfills the accepted written requirements of the applicable order.
Customer has no right to receive unused material, remnants, excess quantities, supplier minimum balances, offcuts, scrap, or work in process, and no right to receive a refund, credit, offset, or accounting for such material. M-Cor is not required to disclose raw-material quantities, inventory balances, usage, yields, costs, supplier identities, supplier locations, purchasing records, allocation decisions, or other internal inventory or sourcing information.
Customer-owned material exists only when Customer physically provides the material to M-Cor and M-Cor accepts it in writing as Customer property in accordance with Section 22.9, or when M-Cor expressly agrees in a separate writing signed by an Authorized Officer that specifically identified material will be purchased, held, and owned by Customer. Customer-owned material remains subject to the applicable provisions of Section 22.
Customer’s cancellation, reduction, delay, suspension, rescheduling, or modification of an order does not transfer ownership of any material to Customer or create a right to receive that material, and does not entitle Customer to inspect, audit, or verify M-Cor’s material inventory or purchasing records. Customer remains responsible for all special-material costs and supplier commitments as provided in Section 9.
22B. NO SECOND-SOURCE, TRANSFER, OR PROCESS-DISCLOSURE OBLIGATION M-Cor Inc. | Terms and Conditions of Sale | Version 7426_01_3 Page 14 of 19
M-COR INC. – TERMS AND CONDITIONS OF SALE
M-Cor has no obligation to support, facilitate, enable, or participate in the qualification, requalification, dual-sourcing, second-sourcing, resourcing, insourcing, capacity transfer, or technology transfer of any Product, process, material, or Tooling to or for the benefit of Customer, any affiliate of Customer, Customer’s end customer, or any other manufacturer.
Unless expressly accepted in a separate writing signed by an Authorized Officer of M-Cor, M-Cor is not obligated to disclose, deliver, license, escrow, deposit, or otherwise make available any Process Information, including process flow charts, process descriptions, PFMEAs, control plans, work instructions, routings, travelers, recipes, formulations, compound identities, raw-material specifications, supplier or sub-supplier identities, cure, sinter, encapsulation, or extrusion parameters, equipment identification, machine settings, cycle times, yields, scrap data, tooling designs, inspection programs, operator training records, internal photographs or video, or any other manufacturing, inspection, or sourcing information. All such material is M-Cor trade secret and constitutes M-Cor’s confidential information whether or not marked.
Any generalized, sanitized, summary-level, or illustrative process description that M-Cor elects to provide is furnished for informational purposes only. It does not become a specification, a controlled document, a process of record, a frozen process, or a baseline against which M-Cor may be audited or held to account; it creates no obligation to maintain, follow, or notify changes to any process step; and it grants no license or right to replicate, transfer, or disclose the process.
Where M-Cor elects to provide Process Information, it shall do so only under a separate written agreement signed by an Authorized Officer of M-Cor, on M-Cor’s terms, and M-Cor may condition provision on additional consideration, restricted-use and no-copy obligations, defined and limited access, return or destruction obligations, and limitations on the persons and locations permitted access.
Product discontinuation, end of life, last-time buy, capacity constraint, allocation, quality dispute, or termination for any reason creates no obligation for M-Cor to transfer manufacturing rights, Tooling, Process Information, materials, or supplier relationships to any person. M-Cor’s sole obligation in such circumstances is to give notice as provided in Section 16.
Nothing in the Agreement, and no disclosure, sample, audit, discussion, qualification activity, or course of dealing, shall be construed as granting Customer or any third party any license, implied license, or right to practice M-Cor’s manufacturing methods, including M-Cor’s fluoropolymer encapsulation and close-tolerance extrusion methods.
- CONFIDENTIALITY; INTELLECTUAL PROPERTY; KNOW-HOW; NO REVERSE ENGINEERING
Each party shall protect the other party’s confidential information using reasonable care for a period of five (5) years from disclosure. Trade secrets shall be protected for so long as they remain trade secrets under applicable law.
Confidential information must be marked confidential or, if disclosed orally or visually, identified as confidential at the time of disclosure and confirmed in writing within ten (10) business days. Notwithstanding the foregoing, M-Cor’s Process Information, Tooling, Tooling designs, recipes, formulations, parameters, supplier identities, pricing, and cost information are M-Cor’s confidential information and trade secrets whether or not marked or identified as such.
Confidential information does not include information that is publicly available, already known without restriction, independently developed without use of the disclosing party’s confidential information, lawfully received from a third party, required to be disclosed by law, or retained in routine backups, archives, compliance records, or quality records. The existence of a business relationship between M-Cor and Customer is not confidential unless expressly agreed in writing by M-Cor.
Each party retains all rights in its pre-existing intellectual property, trade secrets, know-how, processes, designs, drawings, specifications, technology, materials knowledge, supplier relationships, manufacturing methods, inspection methods, tooling concepts, and proprietary information. No license, assignment, transfer, or ownership right is granted except as expressly necessary to perform an accepted order.
M-Cor retains all rights in its manufacturing methods, inspection methods, materials knowledge, process knowledge, technical know-how, standard products, improvements, and independently developed technology. Nothing in these Terms restricts M-Cor from manufacturing, improving, developing, sourcing, marketing, or selling products for itself or others, provided M-Cor does not misuse Customer’s protected confidential information.
General knowledge, skills, experience, ideas, and know-how retained in unaided memory shall not be restricted. M-Cor Inc. | Terms and Conditions of Sale | Version 7426_01_3 Page 15 of 19
M-COR INC. – TERMS AND CONDITIONS OF SALE
Customer shall not, and shall not permit or enable any third party to, reverse engineer, disassemble, deconstruct, section, copy, reproduce, measure, dimension, scan, three-dimensionally scan, analyze, test for composition, chemically analyze, or attempt to derive or determine the composition, construction, formulation, design, tooling, or method of manufacture of any M-Cor Product, sample, prototype, material, Tooling, or technical information, except as expressly authorized by M-Cor in writing. This restriction applies to Products purchased, samples provided at no charge, and Products obtained from any source.
Customer shall not file, prosecute, or assert any patent, utility model, design registration, or other intellectual-property application or right that claims, covers, or is derived from M-Cor’s Tooling, Process Information, manufacturing methods, or product constructions. Any such right obtained by Customer shall be assigned to M-Cor at Customer’s expense upon demand.
Customer shall not use M-Cor’s name, logo, trademarks, certifications, or qualifications in any advertising, marketing, specification, regulatory filing, customer certification, or public statement without M-Cor’s prior written consent.
Breach of this Section or of Sections 22.5, 22.6, or 22B would cause M-Cor irreparable harm, and M-Cor shall be entitled to injunctive and other equitable relief without bond and without proof of actual damages, in addition to all other remedies.
- CUSTOMER DESIGN, SPECIFICATIONS, USE, AND INDEMNITY
Customer is solely responsible for Customer’s drawings, specifications, tolerances, designs, applications, materials selected by Customer, end uses, end-customer requirements, instructions, and representations. M-Cor is not responsible for determining whether Products are suitable for Customer’s application, environment, assembly, installation, resale, regulatory requirements, end-customer requirements, or end use unless expressly agreed in writing by M-Cor.
Customer represents and warrants that Customer owns or has the right to use and provide all drawings, specifications, designs, samples, tooling, technical information, and instructions supplied to M-Cor, and that M-Cor’s compliance with them will not infringe or misappropriate any third-party rights.
Customer shall defend, indemnify, and hold harmless M-Cor and its officers, directors, employees, agents, affiliates, suppliers, and representatives from and against all claims, damages, losses, costs, expenses, liabilities, penalties, recalls, field actions, customer claims, and attorneys’ fees arising out of or relating to: (a) Customer’s use, resale, installation, assembly, modification, testing, further processing, or incorporation of Products into other goods; (b) M-Cor’s compliance with Customer’s drawings, designs, specifications, tolerances, materials, instructions, samples, tooling, or requirements; (c) Customer’s failure to provide complete and accurate requirements before quotation or order acceptance; (d) Customer’s application, environment, end use, end-customer requirements, or market-placement obligations; (e) Customer’s warranties, representations, or commitments to its customers that exceed M-Cor’s written warranty; (f) Customer’s violation of any applicable law or regulation; (g) Customer’s import, export, regulatory, environmental, chemical, customs, government-contract, or end-use obligations; (h) Customer’s failure to inspect, segregate, preserve, or maintain traceability of Products; (i) Customer-provided property or Customer-provided information, as set forth in Sections 15 and 22.9; (j) any breach by Customer of Sections 22, 22A, 22B, or 23; or (k) any claim not caused by M-Cor’s confirmed breach of accepted written product requirements.
M-Cor shall have the right, but not the obligation, to participate in the defense of any indemnified claim with counsel of its choosing at Customer’s expense. Customer shall not settle any indemnified claim in a manner that imposes any obligation or admission on M-Cor without M-Cor’s prior written consent. Customer’s indemnity obligations are not subject to the limitations of Section 21.
- COMPLIANCE WITH LAWS; EXPORT, SANCTIONS, IMPORT, AND ANTI-CORRUPTION
Each party shall comply with mandatory laws applicable to that party. Nothing in these Terms requires M-Cor to violate any federal, state, local, or foreign law, regulation, order, sanction, export-control requirement, import-control requirement, or governmental restriction.
Customer represents and warrants that it is in compliance with all laws applicable to Customer’s purchase, import, export, re-export, resale, distribution, use, application, and transfer of Products, including applicable trade, customs, sanctions, export-control, import-control, anti-bribery, anti-corruption, anti-money-laundering, forced-labor, human-trafficking, environmental, chemical, and end-use laws.
M-Cor Inc. | Terms and Conditions of Sale | Version 7426_01_3 Page 16 of 19
M-COR INC. – TERMS AND CONDITIONS OF SALE
Customer shall not use, export, re-export, resell, transfer, distribute, or provide Products to any person, entity, destination, vessel, aircraft, end use, or end user in violation of applicable law, including the Export Administration Regulations, International Traffic in Arms Regulations, and U.S. economic sanctions administered by the Office of Foreign Assets Control. Customer shall not cause M-Cor to participate in or facilitate any unlawful export, re-export, transfer, boycott, prohibited end use, or sanctioned transaction.
Customer shall provide all information M-Cor reasonably requests for export, sanctions, customs, tax, end-use, and compliance screening. M-Cor may refuse, suspend, or cancel any transaction if M-Cor determines, in its sole discretion, that the transaction may involve legal, regulatory, sanctions, export-control, reputational, payment, or compliance risk, and such action shall not constitute breach or default by M-Cor.
Customer shall indemnify M-Cor for any breach of this Section and for any claim, penalty, investigation, detention, seizure, delay, cost, or loss arising from Customer’s import, export, re-export, transfer, end-use, customer, destination, regulatory, or compliance obligations.
- NO GOVERNMENT, FEDERAL, STATE, OR REGULATED FLOW-DOWN OBLIGATIONS
M-Cor does not accept any federal, state, local, government-contract, public-procurement, defense, aerospace, automotive, medical, nuclear, safety-critical, cybersecurity, data-security, domestic-content, country-of-origin, Buy America, Buy American, Berry Amendment, FAR, DFARS, CMMC, NIST, agency-specific, grant-funded, customer-specific, or end-customer flow-down obligation unless expressly accepted in a writing signed by an Authorized Officer of M-Cor.
Customer shall not represent that Products comply with, are certified under, or are suitable for any government, defense, aerospace, automotive safety, medical, nuclear, life-support, critical infrastructure, hazardous-use, regulated-use, or public-procurement requirement unless M-Cor expressly accepts that requirement in writing before order acceptance.
Any voluntary certification, representation, disclosure, or compliance document requested by Customer must be submitted before quotation and must be expressly accepted by M-Cor in writing. M-Cor’s provision of general commercial, quality, regulatory, or material information is not an acceptance of government, federal, state, public-procurement, or end-customer obligations.
Products are standard commercial items. Products are not designed, tested, or qualified for use in life-support, life-sustaining, implantable, nuclear, aviation-critical, weapons, or other applications in which failure could result in death, personal injury, or catastrophic property or environmental damage. Any such use is at Customer’s sole risk, requires M-Cor’s prior express written acceptance, and is subject to Customer’s indemnity under Section 24.
- FORCE MAJEURE; ALLOCATION
M-Cor shall not be liable for delay or failure to perform caused by events beyond M-Cor’s reasonable control, including acts of God, natural disasters, fire, flood, severe weather, earthquake, epidemic, pandemic, war, terrorism, civil unrest, labor shortage, labor dispute, strike, key-personnel unavailability, supplier delay, supplier failure, material shortage, material discontinuation, transportation delay, utility interruption, equipment failure, tooling failure, cyber incident, governmental action, embargo, export restriction, import restriction, sanctions, tariffs, customs delays, port delays, or other circumstances beyond M-Cor’s reasonable control.
M-Cor’s time for performance shall be extended for the period of delay and for a reasonable period thereafter. M-Cor may allocate available supply, production capacity, materials, and inventory among customers, orders, and programs in its sole discretion, and no such allocation shall constitute breach, discrimination, or grounds for any claim. If a force majeure event continues for more than ninety (90) days, M-Cor may cancel affected orders without liability other than refund of amounts paid for Products not delivered.
- SUSPENSION AND TERMINATION
M-Cor may suspend performance, suspend shipment, cancel unshipped orders, or terminate any order if Customer fails to pay amounts when due, refuses to accept these Terms, requests terms not accepted by M-Cor, becomes insolvent, is subject to bankruptcy or similar proceedings, fails to provide adequate assurance of performance, presents compliance or sanctions risk,
M-Cor Inc. | Terms and Conditions of Sale | Version 7426_01_3 Page 17 of 19
M-COR INC. – TERMS AND CONDITIONS OF SALE
undergoes a change of control to or becomes affiliated with a competitor of M-Cor, breaches Sections 22, 22A, 22B, or 23, or materially breaches the Agreement.
M-Cor may also terminate or decline to accept further orders for convenience upon written notice, in which case M-Cor’s sole obligation is to complete or, at its option, cancel accepted orders in accordance with Section 9.
Termination, cancellation, or completion of any order shall not affect Customer’s obligation to pay amounts owed, M-Cor’s remedies, or any provisions that by their nature should survive.
- GOVERNING LAW; VENUE; CISG; WAIVERS; LIMITATIONS PERIOD
The Agreement and all transactions between M-Cor and Customer are governed by the laws of the State of Montana, USA, without regard to conflict-of-law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
Any dispute arising out of or relating to the Agreement, any Product, quotation, order, shipment, invoice, service, quality issue, Tooling, or transaction between the parties shall be brought exclusively in the state or federal courts located in Helena, Montana, USA. Customer irrevocably consents to personal jurisdiction and venue in those courts and waives any objection to jurisdiction, venue, forum non conveniens, or inconvenient forum. Customer consents to service of process by certified mail or nationally recognized courier at the address on file.
Notwithstanding the foregoing, M-Cor may bring an action for collection, injunctive relief, protection of intellectual property, protection of confidential information, protection or recovery of Tooling, enforcement of payment obligations, or preservation of security interests in any court of competent jurisdiction.
EACH PARTY IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THE AGREEMENT, ANY PRODUCT, ANY ORDER, OR ANY TRANSACTION BETWEEN THE PARTIES.
Customer waives any right to assert any claim against M-Cor as a class, collective, consolidated, coordinated, or representative action, or to join or consolidate any claim with the claim of any other party.
In any action arising out of or relating to the Agreement, the prevailing party shall be entitled to recover its reasonable attorneys’ fees, expert fees, and costs, in addition to any other relief awarded.
To the maximum extent permitted by law, any action by Customer arising out of or relating to the Agreement, any Product, quotation, order, shipment, service, Tooling, or quality issue must be commenced within one (1) year after the cause of action accrues. No claim period shall be extended by repair, replacement, rework, credit, refund, investigation, corrective-action participation, audit, settlement discussion, or continued business.
- INSURANCE; WAIVER OF SUBROGATION
M-Cor maintains insurance consistent with its normal business practices. M-Cor has no obligation to procure or maintain any specific coverage, limit, endorsement, or rating, to name Customer or any other person as an additional insured, loss payee, or certificate holder, to provide certificates beyond M-Cor’s standard certificate, to provide policy copies, or to waive subrogation, unless expressly accepted in a writing signed by an Authorized Officer of M-Cor.
The existence, scope, limits, or absence of insurance shall not expand, modify, or waive any limitation of liability, exclusive remedy, warranty disclaimer, or other provision of the Agreement, and shall not be a measure of M-Cor’s liability.
Customer shall maintain, at its expense, commercial general liability, products liability, property, and where applicable product-recall insurance with limits reasonable for Customer’s business and applications, and shall maintain property insurance on all Customer-provided property as required by Section 22.9.
Customer waives, and shall cause each of its insurers to waive, all rights of subrogation, contribution, and recovery against M-Cor and the persons identified in Section 21 with respect to any loss covered or coverable by Customer’s insurance.
- MISCELLANEOUS
M-Cor Inc. | Terms and Conditions of Sale | Version 7426_01_3 Page 18 of 19
M-COR INC. – TERMS AND CONDITIONS OF SALE
No Waiver. No waiver shall be effective unless in writing and signed by an Authorized Officer of M-Cor. No failure or delay in exercising any right shall operate as a waiver. No waiver of any breach shall be deemed a waiver of any other or later breach. M-Cor’s acceptance of late payment, partial payment, a nonconforming purchase order, or continued business is not a waiver of any right or provision.
Cumulative Remedies. All rights and remedies of M-Cor are cumulative and in addition to every other right or remedy available at law, in equity, or under the Agreement.
Severability. If any provision of the Agreement is held invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect. The invalid, illegal, or unenforceable provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving the original intent as closely as possible.
Assignment. Customer may not assign, delegate, or transfer the Agreement, any order, or any rights or obligations without M-Cor’s prior written consent, and any attempted assignment in violation of this provision is void. A change of control of Customer, or a merger, sale of substantially all assets, or transfer of Customer’s business, shall be deemed an assignment requiring consent. M-Cor may assign the Agreement, any order, or any right to payment to an affiliate, successor, purchaser of assets, lender, or financing party without Customer’s consent.
Relationship of the Parties. The parties are independent contractors. Nothing in the Agreement creates any partnership, joint venture, agency, franchise, fiduciary, employment, joint-development, exclusive-supply, requirements, or output relationship, and neither party may bind the other.
Notices. Notices to M-Cor must be in writing and delivered to M-Cor Inc., 3405 Byron Road, Helena, Montana 59602, USA, or to such other address as M-Cor designates in writing. Email notices are effective only if sent to an address expressly designated by M-Cor for legal notices. Notices to Customer may be sent to the most recent address, contact, or email address on file for Customer and are effective upon sending.
Electronic Records and Signatures. The parties consent to the use of electronic records and signatures. Electronic and scanned copies of signed documents have the same effect as originals, and the Agreement may be executed in counterparts.
Further Assurances. Customer shall execute and deliver such documents and take such actions as M-Cor may reasonably request to perfect, protect, confirm, or enforce M-Cor’s rights in Products, Tooling, materials, security interests, and intellectual property.
No Third-Party Beneficiaries. The Agreement is solely for the benefit of M-Cor and Customer. No customer of Customer, end user, government agency, regulator, insurer, supplier, subcontractor, or other third party has any rights under the Agreement.
No Contra Proferentem. The Agreement shall be interpreted as if jointly drafted by sophisticated commercial parties, and no rule of construction shall apply against M-Cor as drafter.
Construction. “Including” means “including without limitation.” Headings are for convenience only and do not affect interpretation. The Agreement is written in English, which governs in the event of any translation.
Survival. Provisions regarding payment, security interests, cancellation, liquidated damages, inspection, warranty disclaimer, exclusive remedies, limitation of liability, tooling, materials ownership, process disclosure, confidentiality, intellectual property, indemnity, compliance, insurance, waiver of subrogation, dispute resolution, governing law, and any other provisions that by their nature should survive shall survive completion, expiration, termination, or cancellation.
Entire Agreement; Amendments. The Agreement is the entire agreement between M-Cor and Customer regarding the Products and may be modified only by a writing signed by an Authorized Officer of M-Cor. No Customer document, usage of trade, course of dealing, course of performance, shipment, performance, technical assistance, quality response, audit, corrective action, portal activity, or administrative communication shall amend these Terms.
END OF TERMS AND CONDITIONS OF SALE
M-Cor Inc. | Terms and Conditions of Sale | Version 7426_01_3 Page 19 of 19