Terms and Conditions – Purchase Order
Dated 01/01/2026
Unless otherwise agreed in writing by Buyer, and regardless of the language in any order acknowledgement or
other preprinted form, these Terms and Conditions constitute the only Terms and Conditions under which Select-Arc, Inc. (“Buyer”) is willing to order products or services specified on any purchase order issued by Buyer.
1. ACCEPTANCE
By shipping the purchased products (“Purchased Products”) or performing the purchased services (“Purchased
Services”) specified in a purchase order (“PO Agreement”), Seller accepts the PO Agreement and agrees to be
bound by the terms and conditions provided herein. These Terms and Conditions and PO Agreement shall
constitute the sole and entire agreement between Buyer and Seller and shall supersede any other agreements or
understandings made prior to the date shown above on these Terms and Conditions. No other terms shall be
binding unless stated in writing and signed by an authorized representative of Buyer and Seller. Should any
acknowledgement or confirmation sent by Seller or received by Buyer contain any additional or different terms,
then those such additional or different terms shall be hereby rejected by Buyer.
2. TIMELY PERFORMANCE
Seller acknowledges and agrees that time is of the essence in the delivery of the Purchased Products or completion
of the Purchased Services within the time frame identified in the PO Agreement, is vital to the interest of Buyer,
and failure to complete Purchased Services or deliver Purchased Goods within such timeframe constitutes a breach
of the PO Agreement and these Terms and Conditions.
3. CHANGES
Buyer reserves the right at any time prior to shipment to make a change to a PO Agreement as to: (1) method of
delivery; (2) place of delivery, (3) schedule of delivery and (4) the quantities of delivery.
4. DELIVERY, INSPECTION AND TITLE
Purchased Goods and Purchased Services shall be delivered by the date provided in and in accordance with the
terms of the PO Agreement. Title shall pass to Buyer at the delivery point identified in the PO Agreement.
Acceptance of the Purchased Goods or Purchased Services at the time of delivery is subject to final inspection and
does not waive any defects in the Purchased Goods or Services during the Warranty Period.
Within a reasonable time after delivery, Buyer shall inspect and review the Purchased Goods and Purchased
Services for defects. Buyer shall notify Seller if any Purchased Goods or Purchased Services are rejected, and at
Buyer’s election and Seller’s risk and expense, such Purchased Goods or Purchased Services shall be held by Buyer
or returned to Seller. No replacement of nonconforming Purchased Goods or Purchased Services shall be made by
Seller unless agreed to in writing by Buyer.
Seller recognizes that Buyer may be supplying the vehicle manufacturing industry which has stringent quality and
performance requirements. Seller will only produce and deliver goods and services in conformity with any
drawings, specifications and data which are part of a PO Agreement and, as applicable, international automotive quality standards and quality programs of Buyer or otherwise described in materials referenced in the PO
Agreement or incorporated by reference. Seller must maintain an inspection and quality system acceptable to
Buyer and keep adequate, authenticated inspection and test reports, affidavits, certifications and other quality
documentation relating to work performed under a PO Agreement. Seller must make these records available to
Buyer upon request.
5. CANCELLATION
Buyer reserves the right to cancel a PO Agreement, or any portion of it, without liability, if: (a) as time is of the
essence, delivery is not made when and as specified; or (b) Seller fails to meet commitments as to exact time,
price, quality or quantity.
6. INVOICING
Invoices shall be mailed immediately after shipment of Purchased Goods or rendering of Purchased Services is
complete to the address shown on the face of the PO Agreement and including an “attention to” line indicating the
Seller’s primary business contact at Buyer. Invoices may also be emailed to acctpayable@select-arc.com.
7. PAYMENT
In consideration of the performance of the completion of the obligations by Seller and acceptance by Buyer under
the PO Agreement, Buyer will pay the applicable invoice amount. Except as otherwise provided on a PO
Agreement, payment terms shall be net 30.
8. COMPLIANCE WITH LAWS
Seller represents and warrants that no law, regulation or ordnance of the United States, or any state or
governmental authority or agency has been violated in the manufacture, procurement, transporting or sale of any
Purchased Goods or Purchased Services furnished, work performed, or service rendered pursuant to the PO
Agreement.
9. CONFIDENTIALITY
Seller acknowledges that it is, may be, or will be privy to Buyer’s confidential information (“Confidential
Information”). Seller agrees it will use the Confidential Information only in the furtherance of its work under the
PO Agreement and shall not transfer or otherwise disclose the Confidential Information to any third party except
with written authorization from an officer of Buyer. All Confidential Information remains the sole property of
Buyer. Seller further acknowledges and agrees that its breach of this provision would cause Buyer irreparable
harm which would not be relieved by monetary damages and Buyer has the right to obtain injunctive relief in
addition to any and all other remedies and damages available to it. Seller shall be obligated to pay any and all legal
fees, including attorneys’ fees, court costs and other related fees and costs associated with Buyer enforcing Seller’s
confidentiality obligations under these Terms and Conditions.
10. EQUAL OPPORTUNITY
Seller will provide Services to buyer without discrimination on account of race, sex, color, religion, national origin,
age, physical or mental disability, or veteran’s status.
11. FORCE MAJEURE
Fires, floods, strikes, lockouts, epidemics, accidents, shortages, sanctions or other causes beyond the reasonable
control of the parties, which prevent Seller from delivering or buyer from receiving any of the Purchased Goods
and Purchased Services shall suspend deliveries until the cause is removed, subject, however, to Buyer’s rights of
cancellation under these Terms and Conditions.
12. APPLICABLE LAW
The PO Agreement and these Terms and Conditions shall be governed by and construed in accordance with the
laws of the State of Ohio, without regard to conflicts-of-law principles.
13. WARRANTY
For a period of twenty-four (24) months (“Warranty Period”), Seller warrants that the Purchased Goods and
Purchased Services are free from defects in material, workmanship, handling, use of packaging and will be free
from damage during shipment when shipment is Seller’s responsibility. Any defects in the Purchased Goods and
Purchased Services shall not be waived by the acceptance of the Purchased Goods or by the failure of Buyer to
notify Seller of the defects. If requested to do so by Buyer in writing, Seller agrees to replace, as Seller’s cost, any
of the Purchased Goods or Purchased Services that do not meet the specifications described in the PO Agreement.
Pursuant to this Warranty, Seller shall be responsible for reasonable and proven costs, expenses, direct, indirect,
incidental and/or consequential damages incurred by Buyer to the extent such damages are proven to be caused
by nonconforming goods or services, a defect in material or workmanship of Seller, or defective handling by Seller.
When covered by this Warranty, if requested to do so in writing, Seller shall take all reasonable steps to cure
deficiencies, including as applicable, delivery of replacement goods, plus the sorting, reworking and withdrawal of
nonconforming goods or services. These remedies shall be provided for the defects for which Seller is notified in
writing during the Warranty Period.
14. INDEMNIFICATION
Seller shall indemnify and hold harmless Buyer and companies related to Buyer and their respective officers,
directors, agents and employees in full, against any and all losses, claims, liabilities, damages, costs, and expenses
including, without limitation: any charges or penalties assessed against Buyer by an Original Equipment
Manufacturer (OEM) or other third-party contractor, resulting from or arising out of Seller’s performance of work
and/or provision of goods, parts and services, due to any defects or incomplete or delayed delivery; or any claims,
actions, or lawsuits alleging personal injury, death, property damage or economic damages, any Seller design or
manufacturing; any violation by Seller of any law, rule or regulation applicable to Seller or Seller’s business,
facilities or operations; any act or omission of Seller or its employees, agents or subcontractors in the design,
manufacture, supply, or delivery of the Purchased Goods or Purchased Services, including any injury, loss or
damage to persons caused or contributed to by the proven negligence or faulty design, workmanship, or
materials; or any claims resulting from the acts or omissions of Seller, Seller’s employees, agents, or
subcontractors.
15. CONFLICTING LANGUAGE
In the event of a conflict between a PO Agreement and these Terms and Conditions regarding payment or delivery
terms, then the PO Agreement shall control and take precedence. These Terms and Conditions shall control and
take precedence over any other conflict with a contract, invoice, or other document of Seller.