NGK AUTOMOTIVE CERAMICS USA, INC.
TERMS AND CONDITIONS OF SALE
These NGK Automotive Ceramics USA, Inc. Terms and Conditions of Sale (these “Terms”) are incorporated by
reference into every quotation, acknowledgement and invoice issued by NGK Automotive Ceramics USA, Inc.
(“NGK”) for shipment of products and shall be the only terms and conditions that will apply to the sale of products
by NGK (except to the extent NGK and the Buyer and/or its direct or indirect customer(s) (the “Customer(s)”) have
negotiated and entered into an agreement that specifically disclaims these Terms):
1. OFFER AND ACCEPTANCE. The quotation issued by NGK (the “Quotation”), whether or not in response to
an request for quotation process, and as may be amended from time to time, is an offer to enter into a requirements contract
with the Buyer (as identified on the Quotation) to sell 100% of the Buyer’s requirements of the products described on the
Quotation (the “Products”) for the life of the OEM vehicle program (the “Program”) for which the Products are to be used,
not including any extensions or renewals of such Program and/or model refreshes, as reflected in the “Program Life” set
forth on the Quotation. The drawings, specifications, preliminary statements of work and assignment of tasks and
responsibilities, as they are agreed to and may be amended by agreement of the Buyer and NGK from time to time, are
incorporated herein by reference, all of which, together with these Terms and the Quotation, constitute the “Agreement”.
Neither the Quotation, any acknowledgement document or other document issued by NGK, nor NGK’s manufacture or
delivery of Products, shall constitute an acceptance of any terms and conditions attached to or incorporated into any request
for quotation, purchase order or other document issued by Buyer, and any such general terms and conditions issued by
Buyer are specifically excluded and not incorporated into the Agreement. Any of the following acts by Buyer shall
constitute its acceptance of the Quotation and all terms and conditions contained herein in their entirety: (i) acknowledging
the Quotation, whether in writing or not; (ii) issuing a purchase order for the Products on the same or substantially the
same terms as reflected on the face of the Quotation; (iii) accepting delivery of the Products; or (iv) any other conduct that
fairly recognizes the existence of a contract for the purchase and sale of the Products. Any additional or different terms
proposed by Buyer, whether in its purchase orders, request for quotation materials, material releases, delivery schedules, or
otherwise, are unacceptable to and expressly rejected by NGK and are not part of the Agreement and shall have no effect
with respect to any purchases of Products by Buyer. NGK will not be bound to any provisions in the contracts between
Buyer and the Customer(s). Acceptance by Buyer of this offer and NGK’s performance under any purchase order issued
by Buyer is expressly limited to and conditioned upon Buyer’s acceptance of the terms of the Quotation and these Terms
exclusively.
2. PRICING. The prices for the Products are listed on the face of the Quotation or via the issuance of an updated
price list issued by NGK from time to time at its discretion, and are not subject to decrease on account of pricing to any
other NGK customer, benchmarking activities of Buyer, the receipt by Buyer of a quotation for the Products at a lower
price, or on account of any yearly pricing decreases, unless specifically set forth on the face of the Quotation or on an
updated price list. In addition to the price of the Products as stated in the Quotation, any and all taxes (not including any
income or excess profit taxes), tariffs, duties, or impositions that may be imposed by any taxing, customs or import
authority, arising from the sale, delivery, or use of the goods and for which NGK may be held responsible for collection or
payment either on its own behalf or on behalf of the Buyer, shall be paid by the Buyer to NGK upon NGK’s demand.
Without limiting the foregoing, the prices are subject to increase in accordance with any provisions specifically set forth in
the Quotation and, unless otherwise stated in the Quotation, NGK reserves the right to re-price the Products in the event of
a material change to the commercial circumstances in effect during the quoting process, including raw material costs,
freight prices, currency exchange rates between the currency of payment and the currency of the country in which the
Goods are manufactured, and an increase in the price reflecting the higher piece price cost for any decrease in annual
volumes greater than twenty percent (20%) from estimates provided by Buyer during the quoting process. The price paid
to NGK shall not be reduced on account of any price reduction or compromise on receivables that Buyer may agree to
with the Customer(s) for the components, systems or assemblies that contain the Products. NGK will provide sufficient
documentation (without disclosing confidential and proprietary information) to evidence any of the price increases received
NGK Automotive Ceramics USA, Inc. Terms and Conditions of Sale (Rev. April 2025) pursuant to this paragraph.
Buyer’s failure to provide the price increases required hereunder shall be deemed a material breach of the Agreement.
3. CHANGES. Unless specifically agreed to in writing by NGK, NGK shall have no obligation to implement any
change requested by Buyer to the Agreement or to the Products, including the design, specifications, materials, packaging,
testing requirements, shipping date, time or place of delivery. To the extent that any such requested change is agreed upon
by NGK, the parties will negotiate in good faith and agree upon an appropriate adjustment to the time for performance, an
equitable price adjustment, and the amount of reimbursement by Buyer for the costs of any finished Products or raw
materials or supplies which become obsolete or any other costs and/or appropriate adjustment resulting from the requested
change, before NGK is under any obligation to commence work on any such agreed-upon change. In addition, all costs and
expenses associated with the implementation of any such requested change shall be paid by Buyer in advance, or, if agreed
to in writing by NGK, within thirty (30) days of the date of the invoice. Mutually agreed upon price changes will be
implemented within thirty (30) days of approval, unless another timeline is agreed upon in connection with the change
order. Unless specifically agreed to in writing by NGK, NGK shall have no obligation to implement any efficiency
initiatives or participate in any of Buyer’s cost saving programs, warranty reduction, or efficiency initiatives. NGK
reserves the right to request changes to the Products to offer improvements as to cost, quality and/or safety.
4. FORECASTS; RELEASES. Unless otherwise specified on the face of the Quotation, Buyer shall provide NGK
no less than four (4) weeks of firm releases for finished Products, no less than eight (8) additional weeks of firm authorization
to purchase raw materials, and no less than eighteen (18) additional weeks for planning volumes. In no event shall NGK
be obligated to produce and ship Products not in accordance with any capacity rates specified in the Quotation or other
binding agreements with the Customer(s).
5. DELIVERY, TITLE, RISK OF LOSS AND RIGHT OF REPOSSESSION. Delivery dates are estimated and
are not guaranteed. NGK will use reasonable efforts to meet Buyer’s requested delivery dates, provided Buyer has complied
with the applicable lead-time requirements. Unless otherwise stated on the face of the Quotation, the delivery term shall be
EXW NGK’s warehouse facility listed on the face of the Quotation (Incoterms 2020). Title and the risk of loss of or damage
to the Products will pass to Buyer upon delivery in accordance with the applicable Incoterm. Until the Products have been
paid for in full, Buyer, or any agent of Buyer or third party shall: (i) hold the Products subject to a security interest or lien
in favor of NGK allowing for the right or re-possession by NGK to the extent permitted by applicable law (including,
without limitation, authorizing NGK to take any and all actions necessary to protect, preserve and perfect any and all of
NGK’s rights as a secured party of the Products including, without limitation, causing all necessary UCC financing
statements to be filed in all appropriate jurisdictions and follow all procedures under the Michigan Uniform Commercial
Code to create, preserve and protect the perfection and senior priority of NGK’s rights in the Products; (ii) deliver
documents as may be requested by the NGK to further evidence or perfect NGK’s interest as a secured party), (ii) not
alter, remove, destroy, or damage any identifying mark on the Products or their packaging, and (iii) keep the Products
separate from any other products. NGK may take possession of the Products at any time after payment for the Products or
any other payment owed to NGK has become due.
6. PACKAGING. The Products to be delivered hereunder shall be packaged and shipped as provided in the
Quotation. In the absence of such a provision in the Quotation, the Products shall be packaged in accordance with sound
commercial practice. If NGK is required to use Buyer’s returnable packaging and such packaging is unavailable, NGK may
use expendable packaging, the costs of which Buyer will reimburse NGK. Unless otherwise provided on the face of the
Quotation, export or other special packaging will be an additional charge to the Buyer.
7.INSPECTION. The remedies afforded Buyer under Section 9 hereof entitled Warranty shall be exclusive for
nonconforming Products, but shall unavailable to Buyer if Buyer inspected or reasonably should have inspected the Products
and could have discovered the nonconforming Products upon such inspection.
8. PAYMENT. Unless otherwise provided on the Quotation, payment for the Products shall be made Net 30 days
from the date of delivery in United States dollars via electronic funds transfer, with no discount for earlier payment. In the
event that NGK has reasonable doubt as to Buyer’s credit worthiness, or in the event of a substantial risk of its claim to
payment due to declining assets of the Buyer, or in the event that the Buyer is in arrears with respect to payment for Products,
NGK may require advance payment or collateral and may refuse fulfillment of further shipments until its demand is fulfilled.
NGK Automotive Ceramics USA, Inc. Terms and Conditions of Sale (Rev. April 2025)
If Buyer becomes delinquent in payment or refuses to accept C.O.D. shipments, NGK shall have the right, in addition to
any other right it may have, to cancel any pending order, to withhold further deliveries, and declare all unpaid amounts for
previously-delivered Products immediately due and payable.
9. WARRANTY.
(a)Unless otherwise set forth in the Quotation, NGK warrants to Buyer that, at the time of delivery, the
Products will (i) conform to the applicable specifications as stipulated in the Quotation and incorporated documents
approved by NGK, and (ii) comply with all applicable federal, state and local laws, statutes, ordinances and regulations.
NGK is not responsible for or liable to Buyer in damages (for breach of warranty or otherwise) arising out of or related to
the selection of the Products for Buyer, the coating or other chemical treatment of the Products by Buyer, the integration of
the Products into any assembly manufactured by Buyer or the Customer(s), placement of the Products within Buyer’s (or
the Customer’s) assembly or the vehicle and/or additional shielding or protection of the Product as a result of the
environment in which it operates.
Nonconformance of the Products with this warranty shall be determined either by mutual written agreement of the
parties, or, in the event that the parties cannot reach such agreement, by a jointly conducted root cause analysis of all (or, if
impracticable, a random statistically significant sample, as agreed by the parties) of the Products and the entire system or
assembly that the Products are incorporated into and/or controlled by that could have contributed to the alleged
nonconformity of the Products in which NGK is allowed to fully participate and do its own testing. All liability shall be
apportioned in relation to the fault of NGK, Buyer and any other supplier that might be liable. In the event that NGK has
incurred costs or expenses, including, without limitation, internal overhead, administrative costs, overtime, costs associated
with expedited delivery to Buyer or from NGK’s suppliers, and/or paid damages allegedly caused by the Products arising
from or in connection with any root cause analysis and/or any recall, customer satisfaction or other service campaign or
similar action that exceed NGK’s respective proportion of fault as determined in accordance with this Section 9,
notwithstanding any liability of any third party, Buyer shall reimburse NGK for all such excess amounts incurred or paid
within thirty (30) days of the date of the invoice. Conformance of the Products to Buyer’s written specifications is an
absolute defense to warranty liability. In the event that the Products are nonconforming, as determined in accordance with
this Section, NGK’s sole liability to Buyer and/or the Customer(s), and Buyer’s and/or the Customer’s sole remedy under
this warranty (whether or not the nonconforming Products have been installed in vehicles and must be the subject of a recall,
customer satisfaction or other service campaign or similar action), is limited to the repair or replacement of the
nonconforming Products; provided, however, that written notice that the Products are potentially nonconforming must be
given by Buyer to NGK within ninety (90) days after the delivery of the Products or, if Buyer’s inspection of the Products
could not have uncovered the potential non-conformance, within thirty (30) days after Buyer knew or reasonably should
have known that the Products were potentially nonconforming, including, but not limited to, through information received
from the Customer(s). Transportation charges for the return of purportedly nonconforming Products to NGK and the
shipment of replacement Products to Buyer will be borne by NGK only if such goods are returned in accordance with NGK’s
instructions.
(b)NGK warrants to Buyer that it has good title to the Products sold hereunder. NGK’s sole liability and
Buyer’s sole remedy under this warranty is limited to the removal of any title defect or, at NGK’s discretion, the replacement
of the Products which are defective in title.
(c)Specifically excluded from this Section 9 and any warranty are the following, for which NGK shall have
no liability whatsoever: (i) Product design defects, to the extent that the Products are designed by Buyer or a third party;
defects or damage caused by unauthorized or improper attachment, installation, alteration, repair, maintenance (including
failure to provide appropriate maintenance), handling or operation of the Products by Buyer or any third party; Products
considered by NGK to be samples, prototype, development or pre-production, which are provided on an “AS IS” basis
only; (iv) the accuracy, reliability, completeness, timeliness, usefulness or compliance with security and privacy laws of
all data, metadata and information which is collected, transmitted, stored, processed, derived from or used by, or on behalf
of, or relating to, NGK, including, but not limited to NGK’s production, delivery, logistics, quality, volume, technical or
similar business information regarding the Products (“NGK Data”); (v) any component, system, or assembly not
manufactured or sold by NGK and/or the integration, incorporation, interaction, connection, placement, or use of
conforming Products in or with any such component, system, or assembly, (vi) Products that have been subject to damage
NGK Automotive Ceramics USA, Inc. Terms and Conditions of Sale (Rev. April 2025)
attributable to or caused by: (A) misuse, abuse, or vandalism or any transit related damage; (B) acts of God or insurrection;
(C) normal wear and tear; (D) or any other acts that are beyond NGK’s reasonable control.
THE FOREGOING WARRANTIES ARE EXCLUSIVE AND ARE GIVEN AND ACCEPTED IN LIEU OF ANY AND
ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE REMEDIES OF
THE BUYER SHALL BE LIMITED TO THOSE PROVIDED HEREIN TO THE EXCLUSION OF ANY AND ALL
OTHER REMEDIES. NO AGREEMENT VARYING OR EXTENDING THE FOREGOING WARRANTIES,
REMEDIES OR THIS LIMITATION WILL BE BINDING UPON NGK UNLESS IN WRITING AND SIGNED BY A
DULY AUTHORIZED OFFICER OF NGK.
10. SERVICE PARTS. Unless otherwise specified in the Quotation, NGK will manufacture and supply service parts
for a maximum period of ten (10) years after end of serial production. The price for the first year will be the price for
production Products in effect in the last year of production, plus the actual cost differentials for packaging and materials.
For all remaining years, the parties shall agree to an adjustment in the price which compensates NGK for the increased costs
of manufacture as a result of service volume levels. In addition, all of NGK’s costs and expenses associated with Buyer’s
sale of service parts supplied by NGK shall be paid by Buyer in advance, or, if agreed to in writing by NGK, within thirty
(30) days of the date of the invoice. The provisions of Section 4 above shall not apply with respect to service parts; instead,
required release and forecast periods will be determined by NGK on a case-by-case basis.
11. TERMINATION. NGK may terminate the Agreement as a result of Buyer’s: (i) breach, threat to breach and/or
repudiation of any representation, warranty or other term of the Agreement; (ii) making an assignment for the benefit of
creditors, or proceedings in bankruptcy or insolvency are instituted by or against Buyer; (iii) request for accommodation
from NGK, financial or otherwise, in order to meet its obligations under the Agreement; (iv) entering or offering to enter
into a transaction that includes a sale of a substantial portion of its assets or a merger, sale or exchange of stock or other
equity interests that would result in a change in control within the meaning of the Internal Revenue Code and regulations
issued thereunder; or (v) financial or other condition that could, in NGK’s sole judgment, endanger Buyer’s ability to
perform.
Buyer may only terminate the Agreement upon a material breach by NGK which remains uncured forty-five (45) days after
NGK’s receipt of written notice of such breach from Buyer. If this Agreement is terminated prior to the end of the Program
for any reason, in addition to all other rights NGK may have hereunder or other at law or in equity, Buyer shall, within
forty-five (45) days, pay to NGK: (a) the contract price for all finished Products manufactured prior to termination; (b) the
cost of all work-in-process (based upon the contract price multiplied by percentage completion); (c) the cost of all raw
materials and components purchased by NGK in connection with the Agreement; (d) the unrecovered portion of all costs
anticipated by NGK to be amortized in the Product piece price over the expected volumes of the Program as reflected in the
Quotation including, without limitation, for research and development, capital equipment, tooling and machinery; and
(e) NGK’s costs for settling claims or disputes with its sub-suppliers in connection with component parts, raw materials, or
services related to the Products.
Unless separately agreed in writing by NGK, NGK shall have no obligation to assist Buyer transition production of the
Products to another supplier under any circumstances. In the event Buyer properly terminates this Agreement, NGK is not
obligated to provide any separately agreed upon transition support relating to the supply of the Products to Buyer, if any,
until Buyer makes all termination payments.
12. FORCE MAJEURE. NGK shall not be liable for any failure to perform or delay in performance when due to
delays of directed suppliers, acts of God, compliance in good faith with any applicable foreign or domestic government
regulation or order (whether or not it proves to be invalid), fires, floods, windstorms, other natural disasters, riots, wars,
pandemics, epidemics, local disease outbreaks, public health emergencies, quarantines, labor disputes (including strikes or
lockouts), inability to obtain power, components, materials, transportation, or equipment or any other cause beyond the
reasonable control of NGK, in addition to any and all other events, regardless of their dissimilarity to the foregoing,
deemed to render performance of the Agreement impracticable or impossible under the law. To the extent that such a delay
causes NGK to reduce or suspend its production and deliveries, the time for the performance shall be extended for as many
days beyond the date thereof as are required to obtain removal of such causes. NGK may, in its reasonable discretion,
NGK Automotive Ceramics USA, Inc. Terms and Conditions of Sale (Rev. April 2025)
(i) allocate available production capacity and deliveries of Products among Buyer and NGK’s other customers and/or
(ii) allocate production among various NGK production locations. Buyer shall pay all additional costs if NGK must
resource any component, produce the Products at another NGK location involving higher packing or shipping costs, or
purchase finished Products from another source to meet Buyer’s requirements. This provision shall not, however, relieve
NGK from providing Buyer with prompt notice of any cause for delay or from using its best efforts to avoid or remove
such causes and resume normal performance whenever such causes are removed.
13. LIMITATION AND EXCLUSION OF LIABILITY. In the event any remedy hereunder fails of its essential
purpose and monetary damages may be imposed, NGK’s liability, whether founded in contract or tort (except in the case of
NGK’s gross negligence and/or willful misconduct), arising out of or resulting from (i) the Agreement or the performance
or breach thereof, (ii) the design, manufacture, delivery, sale, marketing, distribution, repair, replacement or use of
Products, (iii) the use, collection, transmission or storage of Buyer’s or Customer’s data ,or (iv) the furnishing of any such
service, shall not exceed, in any given year, a maximum of ten percent (10%) of the prior calendar year’s total Product
revenues, and, shall not exceed, over the course of the Program Life, a maximum aggregate of five percent (5%) of total
Product revenues. NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, NGK SHALL
NOT BE LIABLE TO BUYER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES
SUSTAINED BY BUYER, INCLUDING, WITHOUT LIMITATION, SPECIAL, EXEMPLARY, PUNITIVE
DAMAGES, LOST PROFITS, RECALL-RELATED EXPENSES, LOSS OF USE OF THE PRODUCTS, COST OF
CAPITAL, COST OF ANY PLANT OR LINE STOPPAGES, SLOWDOWNS OR SHUTDOWNS OR ANY DAMAGES
CLAIMED BY THE CUSTOMER(S).
14. INTELLECTUAL PROPERTY. In the absence of a written agreement to the contrary, all right, title to, and
interest in all intellectual property (including patents, trade secrets, copyright, design rights, and trade marks) and materials
(including all plans, diagrams, specifications, designs, data, drawings and models) which are developed, designed or
generated by NGK in the performance of the Agreement shall be owned by NGK as legal and beneficial owner. Buyer is
granted a limited non-exclusive license to use, sell and repair the Products as needed to incorporate the Products into its
assembly. All right, title to and interest in all intellectual property (including patents, trade secrets, copyright, design rights,
and trade marks) and materials (including all plans, diagrams, specifications, designs, data, drawings and models) which
are developed, designed or generated by Buyer shall be owned by Buyer. NGK shall conduct, at its own expense, the entire
defense of any claim, suit or action alleging that the use or resale by Buyer or any subsequent purchaser or user of the
Products directly infringes any U.S. or European patent, but only on the condition that (i) NGK receives prompt written
notice of such claim, suit or action and full opportunity and authority to assume the sole defense thereof, including settlement
and appeals, and all information available to and the cooperation of Buyer for such defense; (ii) the Products were made
according to a specification or design furnished by NGK, or, if a process patent is involved, the process was recommended
in writing by NGK; and (iii) the claim, suit, or action is brought against Buyer or an entity expressly indemnified by Buyer.
Provided all of the foregoing conditions have been met, NGK shall, at its own expense, either settle said claim, suit or action,
or shall pay all damages excluding any and all incidental, indirect, accidental or consequential damages, and costs awarded
by the court therein (“NGK’s Defense Obligation”). If the use or resale of such Products is finally enjoined, NGK shall,
at NGK’s option, (a) procure for Buyer the right to use or resell the Products, (b) replace the Products with equivalent non-
infringed goods, (c) modify the Products so they become non-infringing but equivalent, or (d) refund the purchase price
(less a reasonable allowance for use, damage and obsolescence) to the Buyer.
15. INDEMNIFICATION. To the fullest extent permitted by law, Buyer expressly agrees to indemnify, hold harmless
and defend NGK, its affiliates, officers, directors, employees, agents, successors and assigns from and against any and all
claims, liabilities, lawsuits, losses, costs, expenses, or damages (including reasonable attorneys’ and professionals’ fees) of
any kind or nature whatsoever, including, without limitation, claims for personal injury (including death) or property
damage, whether such claims are premised on contract, tort or otherwise, including strict liability, which arise out of or
result from, or are in any way related to the Agreement and/or the Products sold hereunder, except to the extent of NGK’s
willful misconduct or gross negligence.
NGK’s obligation to indemnify, defend and hold Buyer harmless from any claims, liabilities, lawsuits, losses, costs,
expenses or damages is limited to cases in which all of the following apply: (i) the claim is brought, or liability asserted, by
third parties unrelated to Buyer; (ii) the damages are caused by a nonconforming Product and/or NGK’s negligence; and
NGK Automotive Ceramics USA, Inc. Terms and Conditions of Sale (Rev. April 2025)
(iii) Buyer is determined to be without fault. NGK will conduct the defense of the claim in accordance with NGK’s Defense
Obligation set forth above. All liability shall be apportioned in relation to the fault of NGK, Buyer and any other third party
which might be liable. NGK shall have no indemnification obligation whatsoever to the extent that the claims, liabilities,
lawsuits, losses, costs, expenses, or damages arise from and/or are caused by: (i) Product design defects; (ii) defects or
damage caused by unauthorized or improper installation, alteration, repair, maintenance (including failure to provide
appropriate maintenance), handling or operation of the Products by Buyer or any third party; (iii) any component, system,
or assembly not manufactured or sold by NGK and/or the integration, incorporation, interaction, connection, placement, or
use of conforming Products in or with any such component, system, or assembly; or (iv) Products that have been subject
to damage attributable to or caused by: (a) misuse, abuse, or vandalism or any transit related damage; (b) acts of God or
insurrection; (c) normal wear and tear; or (d) or any other acts that are beyond NGK’s reasonable control.
16. SETOFF. Buyer acknowledges and agrees that it may not set off or otherwise debit against or recoup from any
amounts due or to become due to NGK, any amounts due or become due to Buyer, unless and until NGK agrees in writing
to such setoff or recoupment, and that shall not exercise any right to setoff or recoupment in connection with any disputed,
contingent, or unliquidated claim. In the event Buyer fails to the comply with the foregoing and improperly sets off, debits
or recoups from amounts due or to become due to NGK, NGK shall be entitled, in addition to all of its other rights hereunder
or otherwise, to withhold shipments of Products until Buyer reverses such improper set off, debit and/or recoupment.
17. CONFIDENTIALITY. Any and all information, in whatever form transmitted, and items embodying information
(including photographs, samples, models, prototypes) disclosed by or on behalf of NGK to the Buyer or to which Buyer is
exposed, including, without limitation, manufacturing methods, procedures, processes, technologies, know-how, trade
secrets, formulas, ideas, inventions, drawings, specifications, NGK Data, designs, software, business plans, marketing
plans, business operation information, financial information, pricing information, strategies, customer lists, supplier lists,
and any representations, compilations, analysis, and summaries of the foregoing (“Confidential Information”) shall be
held by Buyer in strict confidence and used solely for the purpose of doing business with NGK. Buyer shall restrict access
to and limit disclosure of NGK’s Confidential Information to only those of Buyer’s employees, directors, officers, and
advisors who need to know the information to accomplish the purpose of the Agreement, provided that they have been
instructed and are bound in writing not to disclose the Confidential Information or use it for any purpose other than as
permitted under the Agreement and that Buyer shall at all times be fully liable to NGK for any breach of the Agreement by
such persons and any entities. Buyer shall not disclose or transfer any of NGK’s Confidential Information, either directly
or indirectly, to any other person or entity without the written consent of NGK. Unless NGK is in default of its obligations
and has failed to cure such default, NGK shall have no obligation to provide any of its financial or other Confidential
Information to Buyer. In the event of an uncured default or proper request for adequate assurance of performance, NGK is
required only to produce limited financial or other Confidential Information relevant to the default and ability to perform
its obligations in the future and only after mutually agreed-upon procedures have been established for review of such
information. Notwithstanding the foregoing, NGK shall remain entitled to contest whether Buyer has reasonable grounds
for insecurity as to NGK’s performance.
18. BUYER’S CONTRACTS WITH THE CUSTOMER(S). Regardless of whether Buyer has been directed to use
NGK for the manufacture of the Products, NGK is a supplier to Buyer only, and unless NGK has signed a separate agreement
with the Customer(s), NGK shall not be bound by any terms and conditions imposed upon Buyer by the Customer(s),
whether or not NGK has notice of such terms. Regardless of whether Buyer was directed to use NGK for the manufacture
of the Products, Buyer’s obligations under the Agreement will not be affected by: (i) the filing of a bankruptcy or insolvency
proceeding or an assignment for the benefit of creditors by or against the Customer(s) under the laws of any country; (ii) a
consensual, negotiated or Court imposed or authorized amendment, modification, supplementation, or termination of the
contract between Buyer and the Customer(s) unless NGK has consented to such amendment, modification, supplementation,
or termination of the contract in writing; (iii) any agreement, resolution, or compromise that Buyer may agree to with the
Customer(s) with respect to any dispute involving the components, systems or assemblies which contain the Products,
including, without limitation, for any breach of warranty and/or recall; or (iv) failure of the Customer(s) to timely pay Buyer
for any equipment or tooling or any components, systems, or assemblies containing the Products.
19. ACCESS TO NGK PREMISES. With respect to any audit, inspection, site visit or other activity with respect to
which Buyer is physically on NGK’s premises: (i) any inspections shall be conducted at a mutually agreed-upon time and
NGK Automotive Ceramics USA, Inc. Terms and Conditions of Sale (Rev. April 2025)
place after at least three (3) business days’ notice from Buyer; (ii) the parties shall agree in advance as to the scope of the
inspection; (iii) no inspection shall require NGK to disclose trade secrets or information subject to confidentiality
obligations with other parties; (iv) Buyer and its agents shall sign any nondisclosure agreement and/or waiver of liability
required in the ordinary course of business for visitors to NGK premises.
20. COMPLIANCE WITH LAWS. In the performance of the Agreement, Buyer shall fully comply with all
applicable laws, statutes, rules, regulations, conventions, orders, standards and ordinances, including, without limitation, all
applicable anti-corruption laws, including the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act 2010, as such
acts may be amended from time to time.
21. EXPORT CONTROLS. NGK and Buyer acknowledge and agree that the Products sold hereunder are subject to
export controls imposed by the United States government under various federal laws. Buyer agrees that it will not export,
re-export, or otherwise transfer any Products or technical data provided hereunder to any country, person, entity or end-user
subject to U.S. export restrictions. Buyer specifically agrees not to export or re-export the Products or technical data
hereunder (i) to any country or party to which the United States has, at the time of the transfer, embargoed or restricted the
export or re-export of the relevant products or services; (ii) to any end-user who the Buyer knows will utilize the Products
or technical data in for any purposes prohibited by applicable law or regulations including, without limitation, in the design,
development or production of nuclear, chemical or biological weapons; or (iii) to any end-user who has been prohibited
from participating in U.S. export transactions by any federal agency of the U.S. government. NGK may refuse to enter into
or perform any order, and may cancel any order, placed under the Agreement if it determines, in its sole discretion, that
entry into or performance of such order would violate any applicable law or regulation of the United States or any other
government.
22. ASSIGNMENT. Buyer may not assign the Agreement, in whole or in part, without the prior written consent of
NGK. Any attempted assignment or subcontracting by Buyer without such consent shall be ineffective and will not relieve
Buyer of its duties or obligations under the Agreement. In the event of a proper assignment, the Agreement shall be binding
upon and inure to the benefit of the Buyer’s successors and assigns.
23. RELATIONSHIP OF THE PARTIES. Buyer and NGK are independent contractors, and nothing in the
Agreement makes either party the employee, agent or legal representative of the other party for any purpose. Neither party
has authority to assume or to create any obligation on behalf of the other party.
24. GOVERNING LAW, JURISDICTION, FEES AND STATUTE OF LIMITATIONS. The validity,
interpretation and enforcement of the Agreement, matters arising out of or related to this Agreement or its making,
performance or breach, and any and all related matters shall be governed by the laws of the State of Michigan. The
provisions of the United Nations Convention on Contracts for the International Sale of Goods, and any conflict-of-laws
provisions that would require application of another choice of law, are excluded. The Parties hereby irrevocably and
unconditionally submit to the exclusive jurisdiction of the applicable state and federal courts of the State of Michigan.
Unless specifically agreed to in writing or provided for by law, arbitration is not available to the Parties as a method of
resolving disputes that would arise under this Agreement. Buyer shall pay NGK’s reasonable attorneys’ fees, costs, and
expenses incurred in enforcing any provision of the Agreement. Any legal action arising out of or related to the Agreement,
whether alleging breach of warranty or other breach, default or tortious act by NGK, must be brought by Buyer, or any other
person making a claim under the Agreement, within two (2) years after the date of the receipt of the Product(s) sold herein,
or one (1) year after Buyer or such person could reasonably have discovered the basis for the action, whichever comes
first.
25. WAIVER. No waiver shall be effective unless it is in writing. The failure of NGK to require performance under
any provision of the Agreement shall in no way affect NGK’s right to require full performance at any subsequent time, nor
shall the waiver by NGK of a breach of any of the terms and conditions of the Agreement constitute a waiver of any other
breach of the same or any other term.
26. SEVERABILITY. If any provision of the Agreement is or becomes invalid or unenforceable, the remaining
provisions of the Agreement shall remain in full force and effect, and the parties or a court of competent jurisdiction shall
substitute the invalid or unenforceable provision with a valid provision that as closely as possible achieves the same business
purpose as the invalid or unenforceable provision.
NGK Automotive Ceramics USA, Inc. Terms and Conditions of Sale (Rev. April 2025)
27. ENTIRE CONTRACT. The Agreement contains the entire understanding of the parties and is intended as a final
expression of their agreement and a complete statement of the terms thereof, and may not be amended, modified or otherwise
supplemented unless any such amendment, modification, or supplement is done so in writing and explicitly references these
Terms and is signed by an authorized representative of each party.
