1.1. Purchase Order means the purchase order issued to the Seller contemporaneously with these Standard Terms and Conditions.

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1 PURCHASE ORDER STANDARD TERMS AND CONDITIONS 1. DEFINITIONS Purchase Order means the purchase order issued to the Seller contemporaneously with these Standard Terms and Conditions Contract means the contract for the purchase of Goods or the supply of Services which is comprised of the Purchase Order, these Standard Terms and Conditions, and any other incorporated documents, including but not limited to, delivery schedules, sent to the Seller by AGCO Goods means the goods (including any installment or parts thereof) ordered in this Purchase Order Services means the services (if any) ordered or requested in this Purchase Order "Intellectual Property" means any copyright, patent, trade mark, utility model, mask work, moral right or other artist right, industrial design, trade secret, knowhow, or other intellectual property right or derivative thereof or any right to apply or application therefore. 2. CONTRACT ACCEPTANCE The Purchase Order constitutes an offer. The offer is not binding until accepted in writing on or before ten (10) days from the receipt of the offer or by a delivery of Goods, the rendering of Services, or the commencement of work on supplies to be specially manufactured. Upon acceptance this Purchase Order becomes the Contract These standard Terms and Conditions supersede any other terms to the Contract. Seller acknowledges that AGCO will not and does not accept any additional terms or conditions unless AGCO agrees to any additional terms in writing AGCO shall have the right to make changes or additions to the drawings, designs, and specifications of supplies especially manufactured, and to issue additional instruction, or to reduce or increase the quantities ordered in this Contract, or to modify the method of shipment, or packing, or place of delivery. If any such change causes an increase or decrease in the time required for, or the Page 1 of 8

2 cost of Seller s performance of any part of this Contract a mutually agreeable adjustment in the Contract price, or delivery schedule will be made and this Contract will be modified in writing accordingly. Any claim for adjustment under this provision must be requested by Seller within thirty (30) days from the date the change is ordered by AGCO. Nothing contained in this provision shall excuse the Seller from proceeding with the order as changed. 3. DELIVERY AND ACCEPTANCE DELIVERY All Goods and Services must be delivered or performed on the due dates specified on the Purchase Order or on any schedule provided to Seller by AGCO Time is of the essence in the performance of this Contract and Seller s failure to deliver Goods or Services on their due date(s) shall constitute a material breach of the Contract and shall, at the election of AGCO, be grounds for a termination of the Contract for default All Goods must be preceded by an advance, written shipping notice, and accompanied with a packing slip, in a format to be agreed upon by the parties, which shall detail the Goods, their quantity, AGCO part number, number of cartons (or other packing units), and AGCO purchase order number(s) Without prejudice to any of its other legal or equitable remedies, if any Goods or Services are not supplied or performed in accordance with the Contract, then AGCO shall be entitled to treat the Contract as breached and at AGCO s election require the Seller to promptly repair the Goods or to supply replacement Goods or Services in accordance with the Contract; or refuse to accept any further deliveries or installments of the Goods or Services; or return the Goods or any part thereof to the Seller at the Seller s cost; or carry out at the Seller s expense such work as may be necessary to make the Goods or Services compliant with the Contract ACCEPTANCE AGCO shall be entitled to reject (without prejudice to any other legal or equitable remedy AGCO may have) in whole or in part any Goods or Services not in accordance with the Contract and shall not be deemed to have accepted any Goods or Services before it has had a reasonable time to inspect them following delivery or the discovery of any latent defect. Page 2 of 8

3 AGCO shall be entitled to return at Seller s expenses all Goods received more than four (4) days prior of the specified delivery date. 4. PRICE AND PAYMENT The price of the Goods or Services shall be as stated in the Purchase Order and may not be changed without AGCO s written consent Unless otherwise stated in the Purchase Order, the price for Goods or Services as stated in the Purchase Order shall include all costs for packing, freight, insurance, tax, and all import and export duty other than VAT Seller may invoice AGCO in a format to be agreed upon by the parties upon satisfactory delivery of Goods or the satisfactory rendering of Services. Invoices shall quote the Purchase Order number and AGCO part number(s), quantity, and price, and will be paid by AGCO according to the terms on the purchase order AGCO may set off against any payment due to Seller any amount due to AGCO from Seller. 5. LABELING AGCO's purchase order number shall appear conspicuously on each package, box, keg, bale, bundle, or other type of container. If this Contract is for stationery or other printed material, a label must also be placed on the outside end of each package showing AGCO's purchase order number, date ordered, quantity, and form number. Shipments of bulk raw materials will be marked or tagged to permit prompt identification upon receipt. 6. SHIPPING, TITLE, AND RISK Seller shall ship to AGCO as instructed in the Purchase Order. In the absence of specific shipping instructions, such instructions are to be requested by Seller from AGCO Unless otherwise provided for, Seller shall pack and mark the Goods for shipping such as to secure the lowest transportation rates, meet carrier requirements, and assure arrival at the ship to point free of damage and deterioration. Seller shall bear the expense of any additional charge or charge back passed onto it by the carrier for failure to comply with any of the carrier s shipping requirements AGCO shall have the right to require special express or air shipment if Seller fails to meet the delivery requirements of this Contract. Seller shall pay or reimburse AGCO for any such express or air shipment costs. Nothing provided within this Page 3 of 8

4 paragraph shall constitute a waiver of AGCO s right to terminate Seller for default Unless otherwise stated on the Purchase Order, title and risk of loss in the Goods shall pass from Seller to AGCO upon delivery to the Ship To point identified on the Purchase Order (F.O.B. Ship To ). The Seller shall adequately insure the Goods until the Goods have been delivered to AGCO and AGCO has acknowledged delivery of the Goods. Any acknowledgement of delivery provided by AGCO shall not be deemed an acceptance of the Goods. 7. WARRANTY Seller warrants: that the Goods will be in complaince with any sample, drawings, specifications, marking, and other written instructions given or agreed to by AGCO; will be new (unless otherwise provided), of merchantable quality, good material, design, and workmanship, free from all defects, suitable for any purpose held out by Seller or made known by AGCO; and will comply with all relevant laws, statutory requirements, and regulations relating to the sale of the Goods Seller warrants that the Services will be performed by appropriately qualified and trained personnel with due care and diligence and that the supply of Goods or the provision of Services hereunder will be in compliance with all relevant laws, statutes, and regulations Seller warrants that no change shall be made to the personnel carrying out the Services without the prior written consent of AGCO Seller warrants that title to Goods and Services will be transferred to AGCO free and clear of any liens, encumbrances, security interests, or claims of any third parties of any nature or kind. 8. TERMINATION This Contract may be terminated at any time by AGCO: In whole or in part for its own convenience for any reason or for no reason. Notice of such termination shall be transmitted to Seller in writing, by telegraph or by verbal notice properly confirmed by written or telegraphic notice. In the event of such termination, AGCO shall pay to Seller the cost actually and properly incurred by Seller for the purchase, assembly or manufacture of any Goods with a due allowance for their salvage value after AGCO has had full opportunity to recommend disposition of such goods, or the costs actually incurred by Seller in performance of work or services to the date of Seller's receipt of the notice of termination plus reasonable and customary overhead and profit for such costs less all prior payments made by AGCO on account of such work. Payment of the Page 4 of 8

5 foregoing sum shall be Seller's sole and exclusive remedy in the event of a termination. In no event shall AGCO be liable for any lost or anticipated profits and overhead for Goods not delivered or Services not furnished. AGCO shall have the right to audit Seller's records to verify all such costs For default by Seller, due to any material breach of any of the provision(s) of the Contract. 9. INDEMNITY Seller shall defend, including payment of AGCO s attorneys fees and expenses of litigation, indemnify, and hold harmless AGCO in full against all liability, loss, damages, costs, and expenses, including incidental and consequential damages, awarded against or incurred by AGCO as a result of: breach of any warranty given by the Seller in relation to the Goods or Services; any claim that the Goods or Services infringe, or their use, importation, or resale, infringes the Intellectual Property rights of any other person, except to the extent that the claim arises from compliance with any explicit specification supplied by AGCO; any act or omission of any of the Seller s employees, agents, or contractors, in connection with the performance of the Services; and all claims made against AGCO in respect of any loss damage or expense sustained by AGCO s servants or agents or by any customer or other third party to the extent that such loss damage or expense was caused by arises from the Goods or Services. 10. INTELLECTUAL PROPERTY Ownership of all Intellectual Property rights and know-how (whether capable of registration or protection or not) generated by or for the Seller pursuant to the Contract shall vest in AGCO. Seller will promptly give details of such rights and know-how to AGCO and will execute all documents and do everything necessary to vest ownership in AGCO Seller agrees that it will not, without AGCO s prior written consent, sell any Goods or Services incorporating any Intellectual Property rights belonging to AGCO or developed in conjunction with AGCO. 11. CONFIDENTIALITY Seller agrees to keep confidential all proprietary and business information and Intellectual Property of AGCO learned in the course of its work. Page 5 of 8

6 11.2. If any articles supplied under this order are made according to AGCO's manufacturing information (designs, specifications, drawings and the like), or by means of any of AGCO's tools, dies, patterns or equipment, such tools, dies, patterns, equipment, and manufacturing information shall only be used to manufacture articles to AGCO's orders. Seller agrees to keep confidential all such manufacturing information and such tools, dies, patterns and equipment incorporating AGCO's manufacturing information. Upon AGCO's request, Seller shall return to AGCO all such tools, dies, patterns, equipment and manufacturing information without keeping any copies thereof. It is agreed that all such tools, dies, patterns, equipment and manufacturing information shall remain the property of AGCO Seller shall keep confidential the terms of the Contract and will not use AGCO s name or any of its brand names for publicity purposes without AGCO s prior written consent Seller shall not resell any AGCO labeled Goods without the express written consent of AGCO. 12. RESPONSIBILITY FOR SUPPLIES Any supplies furnished by AGCO in connection with this Contract on other than on a charge basis shall be deemed as held by Seller upon consignment and Seller agrees to pay for all such supplies spoiled by it or not otherwise satisfactorily accounted for. 13. TOOLING Unless otherwise agreed in writing, Seller shall furnish at its own expense all tooling or other equipment used in the performance of this order ( Tooling ), the same to be kept in good condition and to be replaced by Seller when necessary without expense to AGCO Where it is agreed that AGCO will, directly or indirectly, pay for the Tooling used by the Seller to make the Goods, ownership in the Tooling shall vest in AGCO from the time of its commissioning. The Seller will not, without the prior written consent of AGCO, dispose of any of the Tooling. The Seller at its own expense shall: Clearly label and identify the Tooling as the property of AGCO; Maintain the Tooling in good condition and immediately replace any items lost or destroyed; and Page 6 of 8

7 Insure the Tooling against all risks with a reputable insurance company for the full replacement value Upon termination (for any reason) of the Contract, AGCO shall upon payment to the Seller of any balance due for any Tooling and have the right to take possession of the Tooling. The Seller shall allow AGCO and its agents access to its premises for the purpose of removal of such Tooling and shall co-operate with AGCO to ensure an orderly handover of the Tooling. 14. INSPECTION AGCO may inspect and test Goods and the manufacturing processes of the Goods during their manufacture, processing, or storage. No inspection of the Goods shall constitute acceptance of them by AGCO AGCO may inspect or test the progress of Services during their rendering. No inspection or testing of the Services shall constitute acceptance of them by AGCO. 15. FLSA Seller shall include a certification on each invoice, that the Goods and Services covered by this Contract have been produced in compliance with all applicable requirements of Sections 6, 7 and 12 of the Fair Labor Standards Act, as amended, and the applicable regulations and orders of the United States Department of Labor issued under Section 14 thereof. 16. EEO AGCO is an Equal Opportunity Employer and the provisions of Executive Order No as amended, the Vietnam Era Veterans Readjustment Act of 1974, P.L , and the Rehabilitation Act of 1973, P.L pertaining to equal employment opportunities, are hereby incorporated and will be observed and implemented by Seller as required by the law and regulations. 17. LAW AND VENUE The Contract shall be governed by the laws of the State of Georgia and any dispute arising under the Contract shall be referred to the federal and state courts having jurisdiction in Gwinnett County, Georgia. Seller hereby consents to the jurisdiction of the federal and state courts having jurisdiction in Gwinnett County, Georgia. Page 7 of 8

8 18. MODIFICATIONS The Seller agrees that no modification or change to the Contract is valid unless in writing and signed by both parties. 19. NONWAIVER Any waiver or failure of AGCO to require strict compliance with the provisions of this Contract in any respect shall not be deemed a waiver of AGCO's right to insist upon strict compliance in other respects or thereafter in the same respect. 20. NO ASSIGNMENT This Contract or the monies due hereunder may not be assigned in whole or in part without the written consent of AGCO. 21. FORCE MAJEURE This Contract is subject to modification by AGCO in the event of fire, accidents, strikes, Government Acts or other conditions beyond AGCO s control. 22. SEVERABILITY If any provision in the Contract is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of the Contract and the remainder of the provision in question shall not be affected thereby. 23. HEADINGS The headings herein are for reference only and are not a part of these terms and conditions. 24. GENERAL CONDITIONS AGCO retains generally all rights and remedies granted to it by operation of law in addition to those set forth herein Seller acknowledges and represents that it is an independent contractor and is not an agent for AGCO Seller represents that there are no third party beneficiaries to this Contract Seller represents that it has lawful authority to enter into this Contract and that it will comply with all laws that apply to the Goods or Services in this Contract. Page 8 of 8