These Terms and Conditions (“Terms”) are issued by Valley Plating Works, Inc. (“Purchaser”) and will apply to each Purchase
Order issued with respect to parts, goods, services and materials (“Materials”) to be purchased from Suppliers (“Suppliers”).
These Terms will be valid without signature if issued by Purchaser through the computer system and can be found at (“Website”). These Terms may be revised by posting revisions on the Website, such revisions
shall be binding on both parties upon posting. Suppliers agree to check the Website for any revisions to these Terms.

a) Supplier will only deliver Materials that conform in all respects to quality requirements of Purchaser. If materials are non-
conforming, Supplier will be informed and will be liable for all direct, incidental & consequential damages, losses, costs and
expenses incurred resulting from failure to deliver conforming Materials even if Supplier have cured such failure.
b) Supplier will promptly provide Purchaser with copies of any data or other information that relate to the material, their
composition or any component, materials or substances used in material or in connection with their production. Supplier will
notify Purchaser of any inherent hazard related to any material incorporated in Materials that could expose anyone to hazard
during handling, transportation, storage, use, resale, disposal or scrap.
c) Supplier shall give Purchaser reasonable advance written notice of any production change related to the Materials, including
but not limited to any change in the manufacturing process, formulation, raw materials or production location. For any change
that could affect performance of the Materials, Supplier shall complete any reasonable qualification processes of Purchaser and
address concerns about the change.

a) Supplier shall carefully package the Materials for shipment and deliver to the designated location on or before the requested
delivery date indicated on the order. Any loss or damage resulting from Supplier’s improper packaging or crating shall be borne
by Supplier.
b) Purchaser shall have a reasonable opportunity to inspect the Materials after delivery. Purchaser may inspect only a
reasonable sampling of Materials and may revoke acceptance if defects are found later. Supplier shall replace or correct any
unsatisfactory units at Supplier’s expense, including all shipping costs.
c) All Materials and services will be subject to inspection and test by Purchaser at all times and places, including the period of
manufacture and in any event prior to final acceptance. Materials rejected and supplied in excess of quantities ordered may be
returned at Supplier’s expense. Payment, if any, made for any Materials rejected shall be promptly refunded by Supplier.

a) All Purchase Orders are for “Full Delivery” of Materials unless otherwise stated. Shortages and back ordered quantities shall
be shipped at Supplier’s expense unless authorization to charge shipping is obtained.

a) Invoices shall be rendered on delivery of Materials or completion of services and shall contain the Purchase Order number,
description, quantities, unit prices, applicable sales tax and total purchase price. Each invoice must refer to only one purchase
b) Invoices shall be paid within 30 days of invoice date or actual receipt of an invoice whichever is later. Discount periods shall
be computed from the date an invoice is received. When payment is made within terms, Purchaser is not responsible for mail
or posting delays.
c) Purchaser shall have the right to withhold payment of any invoiced amounts that are disputed until the parties reach an
agreement with respect to such disputed amounts.