General Terms and Conditions of Purchase

All purchases by Buyer are subject to the following terms and conditions and those on the face of any Order. In event of a conflict, the terms on the face of an Order shall have precedence over the provisions in these General Terms and Conditions of Purchase.

1. DEFINITIONS

   The following definitions apply unless otherwise specifically stated.

   1. “Buyer” – Forte Products, and their subsidiaries and affiliated companies as applicable with respect to any Order.
   2. “Confidential Information” – All information disclosed by the disclosing party (the “Discloser”) to the receiving party (the “Recipient”) in written or other tangible form and identified as proprietary and/or confidential, using an appropriate legend, marking, stamp or other clear and conspicuous written identification or, if the information is orally or visually disclosed, which is identified as proprietary and/or confidential at the time of disclosure and is reduced to writing clearly identified as proprietary and/or confidential within thirty (30) days after the initial disclosure. Only information in good faith believed to be proprietary and/or confidential by the Discloser shall be identified as such. Confidential Information shall not include information that (a) is or becomes part of the public domain through no fault of Recipient, (b) is known to Recipient prior to receipt from Discloser, (c) is disclosed to Recipient after receipt thereof from Discloser by a third party that has the right to disclose such information without restriction, or is independently developed by Recipient without the use of or reference to Confidential Information.
   3. “End User” – Is a person or entity who ultimately uses or is intended to ultimately use a product.
   4. “Goods” – The processes, products, or services supplied or provided by Seller to Buyer pursuant to these General Terms and Conditions of Purchase, an Order, or other agreement between the parties.
   5. “Indemnitee” – The person(s) or entity who, is to be indemnified or protected by the other pursuant to these General Terms and Conditions of Purchase or other agreement between the parties.
   6. “Order” – A purchase order or the purchase order schedule releases issued by Buyer or any other contract between Buyer and Seller for Goods, and which incorporates by reference Buyer’s quality requirements as set forth in this document.
   7. “Seller” – The legal entity which contracts with the Buyer to provide Goods and/or services hereunder.

2. ACCEPTANCE

   The Seller’s acknowledgment of an Order, commencement of work on the Goods ordered or shipment of such Goods, whichever occurs first, shall be deemed Seller’s acceptance of the Order. Any acceptance of an Order is limited to the express terms and conditions thereof. Any additional or different terms contained in Seller’s purchase orders, invoices or other attempt by Seller to vary in any degree any of the terms of the Order is hereby rejected and shall be null and void. Any such additional terms shall be deemed a material alteration of the terms and conditions of the Order, and the Order shall be deemed accepted by the Seller without said additional or different terms. The following order of precedence shall apply (a) any Long Term Agreement (“LTA”) and/or supply agreement between the parties, including any supplemental terms included or incorporated by reference in such LTA or supply agreement, (b) the terms and conditions contained in an Order, and (c) these General Terms and Conditions of Purchase. Acknowledgment showing expected shipping date must be made in writing within 48 hours of receipt of order.

3. PRICES

   The Buyer shall not be required to pay for the Goods at prices higher than those specified in an Order.
   Unless otherwise indicated on the face of an Order, the prices specified in an Order include all taxes,
   duties, fees and assessments by any governmental authority. No additional charges by Seller for transportation, storage, drayage, insurance, boxing, packing, or crating will be allowed unless specified in the Order or agreed to by the Buyer in writing. The Seller warrants that the prices for the Goods sold to the Buyer under the Order are no less favorable than those currently extended to any other customer of Seller for comparable or like Goods in equal or lesser quantities. In the event Seller reduces its price for such Goods during the term of an Order, Seller agrees to reduce the prices under any Order accordingly and credit the difference to Buyer.

4. DELIVERY

   The terms of delivery are “FOB Destination, Freight Pre-Paid (equivalent to CIP, Incoterms 2020)” to the destination named on the Order or as stated in the Order. Time is of the essence with respect to Seller’s obligations pertaining to delivery dates, specifications and quantities set forth in the Order. Deliveries are to be made both in quantities and at times specified in the Order, or alternatively, in such quantities and at times as specified pursuant to Buyer’s written instruction. Shipments in greater or lesser quantities than ordered may be returned at Seller’s expense unless written acceptance of such quantities is issued by Buyer. Should Seller experience or anticipate any delay in performing the Order, Seller shall immediately notify Buyer of such delay, its expected duration and the reasons thereof. Neither such notification nor an acknowledgement by Buyer shall constitute a waiver of the
   Order’s delivery schedule. Goods which are delivered in advance of scheduled delivery dates are delivered at the risk of Seller and may, at Buyer’s option, be returned at Seller’s expense for proper delivery and/or have payment therefore withheld by Buyer until the date that the Goods are actually scheduled for delivery unless both parties mutually agree to other recourse.

5. INVOICES AND PAYMENT

   Upon delivery of the Goods or the performance of services ordered, Seller shall issue an invoice for each such Order containing such information as the Buyer may reasonably request.

6. RISK OF LOSS

   The Seller shall bear all risk of loss of all Goods until such Goods are accepted by Buyer at Buyer’s facility, unless specifically indicated to the contrary in the Order.

7. MODIFICATION OF ORDER

   No change in the terms of any Order shall be binding upon Buyer unless in writing by Buyer’s authorized purchasing agent. Buyer reserves the right to change the Order at any time by submitting a written change Order or a new Order to Seller. If any such change affects the Seller’s cost or time of performance, Seller must submit a written claim for an equitable adjustment within ten (10) days after receipt of notification of change. Seller shall continue its performance under the Order while the parties negotiate an equitable adjustment.

8. INSPECTION

   Payment and/or inspection for the Goods prior to delivery or once delivered hereunder shall not constitute acceptance thereof. Seller acknowledges that Goods purchased under these General Terms and Conditions of Purchase and any Order may be subject to Buyer, Buyer’s customers’, or other Buyer representatives’ surveillance and/or inspection at Seller’s facilities and Seller’s sub-tier supplier’s facilities. Buyer representatives shall have the right to inspect or conduct surveillance with respect to such Goods upon reasonable notice, and at reasonable times, and Buyer shall have the right to reject any or all of said Goods which are in Buyer’s judgment defective. Buyer and/or their respective customers also reserve the right to verify and inspect work-in-process at Seller’s facility during Seller’s normal working hours. Seller further acknowledges that it may be required to perform first article inspections on Goods subject to these General Terms and Conditions of Purchase and any Order. Inspections, inspection procedures, and records the specifications, drawings and the latest SAE Standards approved by Buyer and shall identify each characteristic and feature required by design data, allowable tolerance limits, and actual dimensions measured as objective evidence that each characteristic and feature has been inspected and accepted by Seller’s quality and/or inspection function. When testing is required, the parameters and results of such tests shall be
   recorded in the same manner. Goods rejected and Goods supplied in excess of quantities called for in the Order may be returned to the Seller at Seller’s risk and expense for credit or refund of purchase price and/or replacement, at Buyer’s option. If directed by Buyer, Seller shall provide replacement goods on an expedited basis at Seller’s expense. Delivery of replacement goods shall be accompanied by a written notice specifying that such goods are replacements. If Supplier fails to deliver replacements promptly, Buyer may correct any defective or nonconforming goods at Seller’s expense, replace them with goods from another supplier and charge the Seller the cost thereof and any
   incidental costs. Buyer may charge the Seller all expenses of unpacking, inspecting, repacking and reshipping such Goods. In the event Buyer receives defective or non-conforming Goods, without limiting Buyer’s remedies.

9. WARRANTIES

   Whether or not Seller is a merchant of Goods and services provided by it, Seller warrants that all Goods and services provided by it shall  (i) be of good quality and workmanship and free from defects, latent or patent, (ii) conform to all specifications, drawings and descriptions, furnished, specified or adopted by Buyer or its customers,(iii) be merchantable and suitable and sufficient for their intended purpose, (iv) be free of any claim of any third party, (v) comply with all applicable laws, (vi) be free and clear of any and all liens, restrictions, reservations, security interests or encumbrances, and (vii) not infringe any patent, published patent application, or other intellectual property rights of any third party existing as of the date of delivery, and not utilize misappropriated third party trade secret information.

10. SELLER’S QUALITY PROGRAM

    Seller represents and warrants that it maintains a quality management system that complies with applicable industry standards, including but not limited to ISO 9001, AS9100, AS9120, AC7004 or an equivalent thereto. In the event Seller holds a third party certificate for its quality management system, Seller agrees to notify Buyer of any change in Seller’s certification under such program within three (3) days of such change. Seller agrees to maintain records of all inspections and tests for Goods provided hereunder for a period of ten (10) years from the date of manufacture. Such records shall be available to Buyer, its customers, and/or Government representatives upon request, and shall include, but not be limited to, the following items: receiving inspections, first article inspections, in-process and final inspection results, traceability and serialization, calibrations, completed manufacturing plans, actual material test reports, process certifications, actual test data of all qualification, functional interchangeability and acceptance tests performed, and any other inspection documents. Seller further agrees to notify Buyer in writing of any non-conforming processes or Goods and obtain Buyer’s prior written approval for the disposition or resolution of the identified non-conformances. In the event Seller’s quality management system is not certified by an independent third party, in addition to any other inspection and audit rights provided to Buyer herein, Buyer reserves the right, on behalf of itself and its customers, and upon reasonable notice, to enter upon Supplier’s premises to audit Seller’s quality management system and Supplier shall furnish Buyer with any relevant documents requested by Buyer in relation thereto. Seller acknowledges and expressly assumes the responsibility to understand, implement, and comply with all applicable quality management requirements imposed by Buyer and which are incorporated by reference into these
    General Terms and Conditions of Purchase or any Order at the time of acceptance by Seller, including but not limited ensuring that Seller’s employees, agents, and independent contractors are aware of their contribution to Goods’ conformity, their contribution to the Safety of Goods, and the importance of ethical behavior as specified in Section 32 hereof. Seller agrees to communicate any change which may impact quality or delivery to Buyer including but not limited to: change of manufacturing location, change of sub-contractor, change in equipment and/or processes.

11. RECALL

    Seller is liable for all costs or damages associated with any voluntary or involuntary recall of defective or potentially defective Goods or any products containing or incorporating such Goods including, but not limited to, recalls by a customer, regulatory agency or in accordance with applicable laws or regulations. Seller will be solely responsible for administering any recall or will fully participate in the administration of any recall conducted by Buyer or its customer in relation to Seller’s Goods as Buyer may so direct. Buyer may charge the Seller all expenses of unpacking, repacking and reshipping such Goods. Each party will cooperate in making available records and other information reasonably required by the other party in connection with any recall. This section will survive any termination or expiration of this Order and apply for at least the same duration as Buyer’s obligation to its customer(s).

12. CONFIDENTIALITY

    The Seller shall hold all Confidential Information in confidence, shall not disclose the Confidential
    Information to any other person, shall not use the Confidential Information commercially for its own benefit or the benefit of anyone except the Buyer, and shall not use the Confidential Information for the purpose of developing, improving, marketing or commercializing a product or method for anyone except the Buyer. The Seller agrees not to copy or otherwise reproduce any Confidential Information without the Buyer’s prior written consent. All Confidential Information and all reproductions, copies and embodiments thereof, in whole or in part, shall be the sole property of the Buyer. Nothing in this Order shall be deemed, by implication or otherwise, to convey to the Seller any rights under any patents, patent applications, copyrights, trademarks, trade secrets, inventions or any other intellectual property owned by the Buyer, and the Buyer makes no representation or warranty as to the accuracy or completeness of any Confidential Information. If the Parties have signed a separate Confidentiality Agreement and/or Non-Disclosure Agreement, the provisions of such agreement shall not be altered or amended by this section.

13. COUNTERFEIT PARTS PREVENTION

    For purposes of this Agreement, (i) “Counterfeit Parts” shall mean a part, component, module, or assembly whose origin, material, source of manufacture, performance, or characteristics are misrepresented, including, but not limited to, (i) parts that have been (re)marked to disguise them or falsely represent the identity of the manufacturer, (ii) defective parts and/or surplus material scrapped by the original manufacturer, and (iii) previously used parts pulled or reclaimed and provided as “new”, (ii) “authentic” shall mean (A) genuine, (B) from the legitimate source claimed or implied by the marking and design of the product offered, and (C) manufactured by, or at the behest and to the standards of, the manufacturer that has lawfully applied its name and trademark for that model/version of the material, and (iii) “Independent Distributor” shall mean a person, business, or firm that is neither authorized nor franchised by an Original Component Manufacturer (“OCM”) to sell or distribute the OCM’s products but which purports to sell, broker,
    and/or distribute such OCM products.

    1. Seller represents and warrants that only new and authentic materials are used in Goods required to be delivered to Buyer under any Order and that the Goods delivered contain no Counterfeit Parts. No other material, part, or component other than a new and authentic part is to be used unless approved in advance in writing by Buyer. To further mitigate the possibility of the inadvertent use of Counterfeit Parts, Seller shall only purchase authentic parts/components directly from the original equipment manufacturers (“OEMs”)/OCMs of such Goods or through the OEM’s/OCM’s authorized distribution chain. Seller must make available to Buyer, at Buyer’s request, OEM/OCM documentation that authenticates traceability of the components to that applicable OEM/OCM.
    2. In the event that Goods delivered under these General Terms and Conditions of Purchase or any Order constitute or include Counterfeit Parts, Seller shall, at its expense, promptly replace such Counterfeit Parts with genuine Goods conforming to the requirements of these General Terms and Conditions of Purchase or any Order. Notwithstanding any other provision in these General Terms and Conditions of Purchase or any Order, Seller shall be liable and indemnify Buyer for all costs relating to the removal and replacement of Counterfeit Parts, including without limitation Buyer’s and higher tier customer’s costs of removing Counterfeit Parts, installing replacement materials, and of any testing necessitated by the reinstallation of Goods after Counterfeit Parts have been exchanged.
    3. Seller shall flow the requirements of this clause to its subcontractors and suppliers at any tier for the performance of any Order. If Seller is providing electronic components/devices only, the following certification applies: “Certification of Origin of Goods: Acceptance of any Order constitutes confirmation by Seller that it is either the OEM, OCM, or a franchised or authorized distributor of the OEM/OCM for the Goods herein procured.”

14. SHELF LIFE

    The Seller shall identify each item, package or container of limited-calendar-life material with the cure or manufacturer date, manufacturing recommended shelf life, storage temperature and special handling conditions. The identification, including special handling conditions, shall be recorded on certifications and shipping documents for the material. The Seller shall comply with all shelf life limitations expressed on the Order for any Goods.

15. END OF LIFE AND OBSOLESCENCE MANAGEMENT

    The Seller shall maintain an obsolescence management program that includes an ongoing review and identification of actual and potential obsolescence issues. The Seller shall notify the Buyer immediately upon determining the unavailability of obsolete materials or components. The Seller may recommend a solution including details regarding the impact on the contract price and delivery. If the Buyer’s authorized supply chain representative accepts the recommended solution, a modification shall be executed between the Seller and the Buyer equitably adjusting the contract price and revising the delivery. Under no circumstances shall the Seller initiate any redesign effort or incur any additional costs without the express, written authorization of the Buyer. In the event the Buyer does not accept the recommended solution or authorize a redesign effort by the Seller, the Order, as applicable, may be terminated for convenience.

16. RIGHTS IN INTELLECTUAL PROPERTY

    If an Order provides for Seller to perform any design, engineering, analytical or similar work for Buyer or provides for the delivery of any software, firmware, copyrightable materials or derivative works thereof, all right, title and interest that Seller has in and to any patentable invention, know-how and trade secrets, copyrightable materials and derivative works thereof that Seller shall conceive, originate or reduce to practice, either individually or jointly with others, in connection with its performance of an Order are hereby assigned to Buyer and shall be the sole and exclusive property of Buyer. Seller shall promptly execute any documents and perform any other tasks required by Buyer that are reasonably necessary to perfect Buyer’s ownership of any intellectual property rights therein.

17. INDEMNIFICATION AND INSURANCE

    Seller will, at its expense, defend and indemnify Buyer and its subsidiaries, affiliates, and agents, and
    their respective officers, directors, shareholders, and employees, and Buyer’s customers (collectively
    “Indemnitee(s)”) from and against any and all loss, cost, expense, damage, liquidated damages, claim, demand, or liability, including reasonable attorney and professional fees and costs, and the cost of settlement, compromise, judgment, or verdict (collectively, “Damages”) incurred by or demanded of an Indemnitee by any third party arising out of, resulting from or occurring in connection with Seller’s Goods or services or Seller’s negligence, willful misconduct, or breach of these General Terms and Conditions of Purchase or any Order. Seller shall maintain such public liability insurance, including products liability and aircraft products liability, completed operations, contractors liability, automobile liability insurance (including non-owned automobile liability), worker’s compensation, and employer’s liability insurance as will adequately protect Buyer against such damages, liabilities, claims, losses and expenses (including attorneys’ fees) or as required by statute, provided that all such liability insurance policies shall be in an amount of not less than $5,000,000. Seller agrees to name Buyer as an additional insured by endorsement on all policies required by this section other than Seller’s worker’s compensation policy prior to the shipment of any Goods hereunder or any Order.

18. INTELLECTUAL PROPERTY INDEMNIFICATION

    For Goods provided under these General Terms and Conditions of Purchase or any Order, Seller will, at its expense, defend and indemnify Indemnitee from and against any and all loss, cost, expense, damage, claim, demand, or liability, including reasonable attorney and professional fees and costs, and the cost of settlement, compromise, judgment, or verdict incurred by or demanded from Indemnitee or any third party arising out of, resulting from, or occurring in connection with any alleged: (a) patent, copyright, or trademark infringement; (b) unlawful disclosure, use, or misappropriation of a trade secret; or (c) violation of any other third-party intellectual property right. If any injunction or restraining order is issued, Seller will, at its expense, obtain for Indemnitee either the right to continue using and selling the Goods or replace or modify the Goods to make them non-infringing.

19. COMPLIANCE WITH LAW

    Seller warrants that the Goods to be furnished and the services to be rendered under any Order shall be manufactured, sold, used and rendered in compliance with all relevant federal, state, local and international laws, orders, rules, ordinances, and regulations. Without limiting the foregoing, Seller warrants and certifies that the Goods and the production of the Goods and/or the performance of the services covered by the Order fully comply with (i) the Fair Labor Standards Act of 1938, as amended, and related regulations and orders, (ii) all applicable state and Government laws relating to occupational safety and environmental protection, (iii) the Foreign Corrupt Practices Act and the Anti-Kickback Act of 1986, (iv) Section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act relating to conflict minerals, (v) the California Transparency in Supply Chains Act (SB657), and (vi) the applicable domestic and international prohibitions on child labor, human trafficking, and slavery. Any breach of any warranty contained in this section shall be a material breach of each and every Order and contract between Buyer and Seller. Seller shall defend and indemnify Buyer against all damages, liabilities, claims, losses and expenses (including attorneys’ fees) arising out of or resulting in any way from Seller’s failure to comply with this section.

20. CONFLICT MINERALS

    Supplier shall provide Buyer reasonable assistance in conducting due diligence of Supplier’s supply chain for the purpose of complying with the Conflict Minerals Rule. Supplier shall permit Buyer to conduct due diligence and conduct inspections and audits of Supplier’s operations, premises, and facilities to ensure compliance with Supplier’s obligations hereunder with respect to the Conflict Minerals Rule. Supplier shall impose upon its suppliers and vendors provisions similar to that found in this section.

21. EXPORT/IMPORT CONTROLS

    If Seller is a U.S. company that engages in the business of either manufacturing or exporting defense articles or furnishing defense services, the Seller hereby certifies that it has registered with the U.S. Department of State Directorate of Defense Trade Controls and has complied and will comply with its obligations under export control laws and regulations, including, but not limited to, the International Traffic in Arms Regulations (“ITAR”) and the Export Administration Regulations (“EAR”). Seller shall control the disclosure of and access to technical data, information and other items received under
    the Order in accordance with U.S. export control laws and regulations, including, but not limited to, the ITAR. Seller agrees to provide Buyer with the export control classification number for all Goods supplied to Buyer hereunder or any Order. Seller shall defend and indemnify Buyer from any loss, damage, fine, penalty, or expense (including attorneys’ fees) that Buyer may suffer as a result of Seller’s failure to comply with this section.

22. REMEDIES CUMULATIVE

    Buyer’s remedies shall be cumulative and remedies herein specified do not exclude any remedies allowed by law. Waiver of any breach by Buyer shall not constitute waiver of any other breach of the same or any other provision. Acceptance of any Goods or payment therefor by Buyer shall not waive any breach.

23. APPLICABLE LAW AND FORUM

    This Agreement shall be governed and construed in accordance with the laws of the state of Missouri, not including its law of conflicts of laws. Any legal action relating to or arising out of this Agreement, any Order or the transactions contemplated thereby, shall be brought in the United States District Court or the state courts located in Kansas City, MO, and the Parties hereby consent to the sole jurisdiction of said courts.

24. BUYER-FURNISHED PROPERTY

    Seller shall not use, reproduce, appropriate or disclose to anyone other than Buyer any material, samples, tooling, dies, drawings, designs, specifications, software, technical information and other property or data furnished by Buyer, nor shall Seller use the same to produce or manufacture articles other than those required hereunder without prior written authorization from Buyer. Title to such Buyer-furnished property shall be and remain in Buyer at all times. Buyer does not guarantee the
    accuracy of any tooling or the quality or suitability of any material supplied by it. Seller shall bear the
    risk of loss, damage or destruction of the property furnished by Buyer and shall promptly replace or repair without expense to Buyer any property which is lost, damaged or destroyed, unless such loss, damage or destruction is solely, directly and proximately caused by Buyer’s negligence.

25. SPECIFICATIONS

    Unless otherwise directed in the Order, Seller shall supply all Goods in accordance with the current
    specifications, drawings and designs for the Goods. Seller is responsible for verifying that the Order’s
    specifications, drawings and designs are the current revisions. If Seller determines that any of the
    specifications, drawings or designs are not the most current revision, Seller shall so notify Buyer immediately in writing. Seller shall notify Buyer in writing in advance of any and all changes to: (i) the Goods, including but not limited to their specifications and/or composition, (ii) Seller’s internal processes with respect to the Goods, (iii) Seller’s external service providers, and (iv) the location of manufacture of the Goods, to permit Buyer to identify any quality, regulatory or other reporting requirements that may arise from such changes, and no such change shall occur until Buyer has had the opportunity to conduct such audits, surveys and/or testing necessary to determine the impact of such changes on the Goods and has approved such changes in writing.

26. SET OFF

    At the election of the Buyer, Buyer may set off any amount due to Seller against any amount owed by Seller to Buyer under these General Terms and Conditions of Purchase, LTA, or supply agreement between the parties.

27. ASSIGNMENT

    Neither an Order, these General Terms and Conditions of Purchase, LTA or any other agreement between the parties, nor any interest therein may be assigned or subcontracted in whole or in part by Seller without the prior written consent of Buyer. If Buyer consents to any such assignment: (i) payment to an assignee of any such claim shall be subject to set off or recoupment for any present or future claim or claims which Buyer may have against Seller except to the extent that any such claims are expressly waived in writing by Buyer, and (ii) Buyer reserves the right to make direct settlements or adjustments in price with Seller notwithstanding any assignment of claims for monies due or to become due hereunder and without notice to the assignee. As used herein, any merger, consolidation or other combination involving Seller, any sale of more than 25% of the outstanding voting securities of Seller and any other change in control of Seller, whether in one or a series of transactions shall be considered an “assignment” subject to this section.

    1. Termination for Default. If either party is in material default of any of its obligations
       under the Order and such default is not cured within fifteen (15) days after written notice thereof by the party not in default, then such non-defaulting party may terminate these General Terms and Conditions of Purchase and/or any Orders, in whole or in part, provided, however, that in the event of Seller’s failure to meet the delivery schedule or quality requirements of Buyer, Seller shall be given the opportunity to cure a default only once and thereafter Buyer may terminate any Order, in whole or in part, immediately by written
       notice to Seller.
    2. Termination for Convenience of Buyer. The Buyer may, at any time, terminate any Order for convenience and without cause, in whole or in part, upon written notice to Seller. In such event, Seller shall be entitled to reasonable termination charges equal to: (i) the portion of the Order price reflecting the services performed or Goods delivered prior to termination, plus (ii) Seller’s actual reasonable substantiated costs resulting from termination, minus (iii) the reuse or resale value of the work terminated.

28. RELEASE OF INFORMATION

    Seller shall not advertise, publish or show parts made for Buyer in Seller’s advertising with Buyer’s name,
    use Buyer’s name to promote Seller’s sales or otherwise release any information relating to any Order,
    including the fact that Buyer has issued an Order, without Buyer’s prior written permission.

29. NONWAIVER

    No waiver of any provision or failure to perform any provision of an Order shall be effective unless consented to by Buyer in writing nor shall any such waiver constitute a waiver of any other provision or failure to perform.

30. SEVERABILITY

    If any provision of an Order, or part thereof, shall be invalid or unenforceable, such provision or part shall be deemed severed and the remainder hereof shall be given full force and effect.

31. INDEPENDENT RELATIONSHIP

    Nothing herein contained shall be deemed to create an employment, agency, joint venture or partnership relationship between Buyer and Seller or any of their agents or employees, or any other legal arrangement that would impose liability upon one party for the act or failure to act of the other party. Neither party shall have any power to enter into any contracts or commitments or to incur any liabilities in the name of, or on behalf of, the other party, or to bind the other party in any respect whatsoever.

32. CODE OF BUSINESS CONDUCT AND ETHICS

    The Code applies to all employees, vendors, officers and directors of Forte Products Incorporated and its subsidiaries (collectively, the “Company”). The word “employees” includes all individuals and officers employed by the Company and its subsidiaries, and when they are acting on behalf of the Company, directors. The Company’s vendors, agents, representatives and business partners are also expected to adhere to the Code when providing goods or services to the Company.

    1. The Code does not cover every issue that may arise, but sets out basic principles to guide all employees, vendors, officers and directors of the Company.
    2. The Company may from time to time adopt more detailed policies and procedures with regard to certain areas covered by the Code and other matters not mentioned herein.
    3. Employees and third parties engaged in business with the Company should maintain the confidentiality of information entrusted to them by the Company, its customers, vendors, or otherwise acquired in the course of their duties, except when disclosure is authorized or legally mandated.
    4. The Company seeks to outperform its competitors fairly and honestly.
    5. The Company’s policy is to comply with all laws, rules and regulations that are applicable to its business.
    6. The Company is committed to providing equal opportunity in employment for all and maintains a zero-tolerance policy against any illegal discrimination or harassment.
    7. The Company’s policy is to comply with all applicable laws, rules and regulations relating to safety in the workplace and protection of the environment.
    8. The United States Foreign Corrupt Practices Act prohibits giving anything of value, directly or indirectly, to officials of foreign governments or foreign political candidates in order to obtain or retain business.
    9. Employees and vendors are prohibited from engaging in corrupt business practices and fraudulent activity.

33. ENTIRE AGREEMENT

    Except when issued under, or to carry out, a written contract between the parties, these General Terms and Conditions of Purchase and the terms of an applicable Order constitute the entire agreement of sale and purchase of the Goods specified in such Order and supersedes all prior and contemporaneous discussions, agreements, negotiations and documents with respect to the supply of the Goods and Services specified in the Order.