Supplier Agreement

Revised 12/6/16

IN CONSIDERATION of purchase orders placed by eMachineShop (the "Company"), you (the “Supplier”) agree to the following terms and conditions:

ON-TIME DELIVERY – Supplier agrees to make all reasonable efforts to ship on or before the agreed shipment date of each order. Supplier agrees to uphold Company’s reputation for on-time delivery. Company reserves the right to apply reasonable deductions for jobs that are late, declined after 3 days, canceled due to lateness of 10 days or more or if canceled due to lack of supplier communication or poor quality.

SPECIFICATIONS – Supplier agrees to follow all terms and specifications written in each order along with associated attachment files. Supplier agrees to rework or remake jobs not in conformance with specifications, if requested. Measurement specifications will be governed by industry-standard ASME Y14.5 unless specified otherwise. Company reports back to Supplier of non-conformances may not include all non-conforming features or parts. If Supplier does something out of spec and the job passes Company inspection, Supplier shall not assume future jobs will also pass inspection – order specifications apply at all times.  Company’s acceptance of parts does not preclude Supplier responsibility to rework or remake parts later found to be out of spec, up to one year after delivery.

FULL INSPECTION – Supplier agrees to do proper detailed quality control inspection of all features by a person other than the machinist.

PAYMENT DEDUCTIONS – For non-conforming parts, eMachineShop reserves the right to require a prompt remake; apply a deduction based on the severity of the defect; or charge for rework at the USA shop rate of $50 USD / hr. Supplier may request return of defective parts for rework or analysis, freight collect. If material testing shows non-conformance, a deduction of the cost of testing may be applied.

COMMUNICATION – Supplier agrees to review and reply to emails within 24 hours and to accept or decline orders within two days.

PAYMENT – Unless agreed otherwise, Company agrees to pay Supplier on a monthly basis for in-conformance jobs, less any applicable deductions and postponements as specified herein. Payments will be made in the middle of the month for jobs received thru the end of the prior month. Supplier will receive a computerized report listing all jobs and payments. Each party shall pay it’s own bank fees.

SHIPPING – Company pays for shipping from Supplier. FOB point is destination.

DAMAGE IN TRANSIT – As parts damaged in transit are usually the result of poor packing, Supplier agrees to accept responsibility for damage unconditionally and agrees to remake damaged parts at no additional cost.

STOPPING OR DELAYING ORDERS – If Supplier needs to stop working with Company, short or long term for any reason, Supplier must tell Company to stop sending orders and promptly finish open orders. Supplier specifically understands that if Supplier decides to stop cooperation, abandonment of orders in progress would cause severe damage to Company’s reputation for timely delivery and would cause costly delays to Company’s customers. If Company has good reason to believe Supplier has: generally abandoned orders; given false or inaccurate job status information; repeatedly slipped in delivery time estimates; not responded to multiple communications; slowed processing of jobs; have many jobs that are late, or breached this agreement, then Company reserves the right to: withhold payments until the above problems are corrected; cancel jobs not shipped; be compensated for the cost difference of an alternate vendor; and apply late fees as described herein based on the final lateness to the customer.

QUANTITY – Each order shows a minimum and maximum quantity (e.g 90 to 110). Payment is based on the mid-point (e.g. 100), not the actual quantity shipped.

TOOLING – Tooling for jobs shall be the property of Company and returned to Company upon request.

JOB STATUS – Supplier agrees to provide, upon request, job status and proof of job progress.

ASSIGNMENT – Supplier will not assign orders to another party without Company written consent. If consent is given, the third party must agree to the terms of this agreement.

CONFIDENTIAL – Supplier acknowledges that, as a consequence of the rendering of services hereunder, Supplier will have access to certain confidential and/or proprietary information relating to the Company, which is not generally available to the public, including but not limited to customer designs, customer contact information, information regarding pricing and suppliers, strategies, passwords, information relating to the Company’s operations, and any information relating to the Company’s business or products or services, or those of its customers, and all property associated therewith, whether or not tangibly embodied in a document, model, specimen, computer or electronic storage device, or other physical object (collectively, the “Confidential Materials”). Supplier acknowledges that the Confidential Materials were developed and compiled by the Company at great effort and expense. To protect the confidential and proprietary nature of the Confidential Materials, Supplier will hold the Confidential Materials in a fiduciary capacity, and will not reveal, communicate or divulge the Confidential Materials—either during the term of this Agreement or at any time thereafter—to any person, firm or corporation, other than the Company or persons, firms or corporations designated by the Company. Supplier may only make such use of the Confidential Materials as is reasonably necessary for the purpose of rendering Services to the Company. Supplier specifically acknowledges and agrees that the remedies at law for any breach of any confidentiality provision of this Agreement will be inadequate and that the Company, in addition to all other relief available to it (including punitive, compensatory or other damages), shall be entitled to immediate temporary and permanent injunctive relief without the necessity of showing or proving actual damages.

NON-COMPETE – Supplier recognizes and agrees that the Company has many substantial, legitimate business interests that can be protected only by Supplier agreeing not to compete with the Company under certain circumstances.  Therefore Supplier agrees that during the term of this agreement, and for one year thereafter Supplier will not directly or indirectly, whether alone or as a partner, officer, director, consultant, agent, employee or stockholder of any company or other commercial enterprise: solicit, entice or induce any customer, client, distributor or agent of the Company or its affiliates to a) cease doing business with the Company or b) to become a customer or supplier of any other person or entity engaged in any business activity that competes with any business conducted by the Company or its affiliates.

VALIDITY – If any term or provision of this Agreement, or any application thereof, shall be invalid or unenforceable, the remainder of this Agreement and any other application of such term or provision shall not be affected thereby. In the event that a time period and/or geographic area stated within this Agreement is determined by a court or tribunal of competent jurisdiction to be overbroad in any manner, the same shall be interpreted and modified to reflect the largest reasonable period of time or geographic area permitted.

JURISDICTION – This Agreement shall be construed and enforced in accordance with the laws of the United States of America, State of New Jersey, without regard to the conflicts of laws provisions of the State of New Jersey or any other jurisdiction. Any and all actions to interpret, apply or enforce the provisions of this Agreement, or to determine the duties, obligations or liabilities of the parties hereto, shall be brought in the Superior Court of the State of New Jersey, or in the United States District Court, District of New Jersey, and the parties consent to the jurisdiction thereof and hereby waive any objection based on forum non conveniens and any objection to the venue of any action instituted hereunder.

MODIFICATION – This Agreement may not be waived, amended or modified in any respect whatsoever, except by a written instrument, signed by all of the parties hereto and by updates to the Web Site. All notices and other communications required or permitted hereunder shall be in writing.

Code: 120716AQ