Common use of Offer and Acceptance Clause in Contracts

Offer and Acceptance. This Purchase Order is only an offer to enter into a contract. For this Purchase Order to be a valid and effective order, it must be executed by a duly authorized agent of the Buyer. Buyer may revoke, amend or modify this offer at any time prior to ▇▇▇▇▇▇'s acceptance. Any of the following acts constitute Seller's acceptance of this Purchase Order and all terms and conditions herein: (a) Seller's return of an acknowledgement of this Purchase Order; (b) Seller's commencement of performance pursuant to this Purchase Order; (c) Seller's delivery of any of the items or services ordered or (d) Seller's acceptance of payment hereunder. Any proposal for additional or different terms or any attempt by Seller to vary in any degree any of the terms of this offer in Seller's acceptance is hereby objected to and rejected. Acceptance of this Purchase Order is limited to and conditioned upon acceptance of those terms contained on the face of this Purchase Order and those set forth herein, which terms can not be altered or amended without Buyer's express written agreement. Acceptance shall be binding upon ▇▇▇▇▇▇ and ▇▇▇▇▇▇'s successors, assigns and delegatees. If this Purchase Order is for goods, Seller expressly agrees it shall provide Buyer with at least 6 months prior written notice if Seller intends to materially change its manufacturing process or makes changes to the parts, paints and other materials used in any production part approval process (PPAP) that Seller has previously provided to Buyer and otherwise comply with the requirements set forth in Buyer’s then-current supplier quality manual, such as its QAR1000 – Quality Assurance Requirements.

Offer and Acceptance. This Purchase Order is only an These Hoeganaes Corporation Terms and Conditions of Sale (these “Terms and Conditions”), together with the terms of any other document in which these Terms and Conditions are attached or are incorporated (collectively, this “Agreement”) apply to (i) any quotation, proposal, or offer to enter into a contractsell (“Offer”) made by Hoeganaes Corporation or one of its affiliates or subsidiaries (collectively, “Seller”) for the sale of Seller’s goods and/or services (collectively, the “Goods”); (ii) any purchase order or related attachments, schedules, exhibits, designs and drawings (collectively, an “Order”), issued by the buyer-party purchasing the Goods or that party’s subsidiaries and affiliates (collectively, “Purchaser”); and (iii) any written master purchaser or supply agreement executed by Seller and Purchaser for the sale of the Goods. For this Purchase Order Purchaser accepts, and will be deemed to be a valid bound by, the terms of this Agreement upon the first to occur of the following: (A) Purchaser’s written acknowledgment of this Agreement in writing; (B) Purchaser placing an Order with Seller; (C) delivery of the Goods by Seller pursuant to any Order or similar type of request by Purchaser; (D) acceptance of the Goods by Purchaser; or (E) payment for the Goods by Purchaser. Purchaser’s acceptance is expressly limited to the terms of this Agreement and effective orderthis Agreement exclusively governs the sale of Goods by Seller. This Agreement expressly supersedes and excludes any terms and conditions set forth in any Order placed by Purchaser or any other document issued or deemed to be issued by Purchaser to Seller (including, it must without limitation, Purchaser’s general terms and conditions of purchase), each of which are expressly rejected; provided, however, Seller will be executed deemed to accept those portions of an Order issued by Purchaser that contain terms and conditions that are same as the terms and conditions set forth in this Agreement. Any reference in this Agreement to any request for quotation, request for proposal, or any other similar bid document made by Purchaser is solely for the purpose of incorporating the description and specifications of the Goods contained in such document, but only to the extent that such description and specifications do not conflict with the description and specifications contained in this Agreement or otherwise agreed to or accepted by Seller in writing. Any additional or different terms proposed by Purchaser, whether in Purchaser’s Order or otherwise, or any attempt by Purchaser to vary the terms of this Agreement in any way, are expressly rejected by Seller, are not part of this Agreement and do not apply to the sale of Goods, and are not binding on Seller without the express prior written acceptance of such terms by Seller’s authorized representative. None of the terms, provisions or conditions of this Agreement may be modified, altered or added to except by written instrument signed by a duly authorized agent representative of the Buyer. Buyer may revoke, amend or modify this offer at any time prior to ▇▇▇▇▇▇'s acceptanceSeller and Purchaser. Any of agreed upon change may be subject to an equitable adjustment in the following acts constitute Seller's acceptance of this Purchase Order and all terms and conditions herein: (a) Seller's return of an acknowledgement of this Purchase Order; (b) Seller's commencement of performance pursuant to this Purchase Order; (c) Seller's delivery of any of the items or services ordered or (d) Seller's acceptance of payment hereunder. Any proposal purchase price and/or time for additional or different terms or any attempt by Seller to vary in any degree any of the terms of this offer in Seller's acceptance is hereby objected to and rejected. Acceptance of this Purchase Order is limited to and conditioned upon acceptance of those terms contained on the face of this Purchase Order and those set forth herein, which terms can not be altered or amended without Buyer's express written agreement. Acceptance shall be binding upon ▇▇▇▇▇▇ and ▇▇▇▇▇▇'s successors, assigns and delegatees. If this Purchase Order is for goods, Seller expressly agrees it shall provide Buyer with at least 6 months prior written notice if Seller intends to materially change its manufacturing process or makes changes to the parts, paints and other materials used in any production part approval process (PPAP) that Seller has previously provided to Buyer and otherwise comply with the requirements set forth in Buyer’s then-current supplier quality manual, such as its QAR1000 – Quality Assurance Requirementsperformance.

Offer and Acceptance. This Purchase Order ("Order") is only an offer to Seller by Buyer to enter into a contractpurchase/supply agreement, and this, together with any documents, specifically referenced herein, represents the entire agreement between the parties. For this Purchase Order to be a valid The terms and effective order, it must be executed by a duly authorized agent conditions set forth herein and on the face side of the Order constitute the parties' contractual agreement and supercede any previous oral or written representations, including but not limited to provisions in Seller's quotations, proposals, acknowledgments or other documents. No course of dealing or usage of trade shall be applicable unless expressly incorporated by this Order. The terms of this Order may not be varied or modified in any manner, unless in a subsequent writing signed by an authorized representative of Buyer. Buyer may revoke, amend or modify this offer at any time prior Any clerical errors contained on the face side are subject to correction by ▇▇▇▇▇▇. Seller's acceptance. Any written acknowledgment within 10 days of the following acts constitute Seller's date of this Order, commencement of work on the goods or performance of the services subject to this Order, or shipment of such goods, whichever occurs first, shall be deemed an effective mode of acceptance of this Purchase Order and all terms and conditions herein: (a) Seller's return of an acknowledgement Order. Any acceptance of this Purchase Order; (b) Seller's commencement of performance pursuant Order is limited to this Purchase Order; (c) Seller's delivery of any acceptance of the items or services ordered or (d) Seller's acceptance of payment hereunderexpress terms set forth herein. Any proposal for additional or different terms or any attempt by Seller to vary in any degree any of the terms of this offer in Seller's acceptance is or other documents are deemed material and are hereby objected to and rejected. Acceptance , but such proposals shall not operate as a rejection of this Purchase offer, unless such variances are in the terms of the description, quantity, price or delivery schedule of the goods or services, and this offer shall be deemed accepted by Seller without said additional or different terms. If this Order shall be deemed an acceptance of a prior offer by Seller, such acceptance is limited to and conditioned upon acceptance of those the express terms contained on the face of this Purchase Order and those set forth herein. Buyer objects to any additional or contrary terms in Seller's quotation, which acknowledgement, or invoice, and the terms can not be altered or amended without Buyer's express written agreement. Acceptance herein shall be binding upon ▇▇▇▇▇▇ and ▇▇▇▇▇▇'s successors, assigns and delegateesthe parties. If this Purchase Order is for goods, Seller expressly agrees it shall provide Buyer with at least 6 months prior written notice if Seller intends to materially change its manufacturing process or makes changes to the parts, paints and other materials used in any production part approval process (PPAP) that Seller has previously provided to Buyer and otherwise comply with the requirements set forth in Buyer’s then-current supplier quality manual, such as its QAR1000 – Quality Assurance RequirementsAN ATTEMPTED ACKNOWLEDGEMENT OF THE ORDER CONTAINING TERMS INCONSISTENT WITH OR IN ADDITION TO THOSE STATED HEREIN IS NOT BINDING UPON BUYER UNLESS SPECIFICALLY ACCEPTED BY BUYER IN WRITING.

Offer and Acceptance. This Purchase Order is only an offer (a) Seller shall provide Purchaser with access to enter into a contractloan-level information relating to Seller’s inventory of mortgage loans held for sale. For this Purchase Order Such access will be provided solely for the purposes of facilitating Purchaser’s evaluation of mortgage loans for purchase by Purchaser. Access will be provided subject to be a valid Applicable Law and effective orderregulations pertaining to consumer privacy, it must be executed by a duly authorized agent of including without limitation, the Buyer. Buyer may revoke, amend or modify this offer at any time prior to ▇▇▇▇▇-▇'s acceptance. Any of the following acts constitute Seller's acceptance of this Purchase Order and all terms and conditions herein: (a) Seller's return of an acknowledgement of this Purchase Order; (b) Seller's commencement of performance pursuant to this Purchase Order; (c) Seller's delivery of any of the items or services ordered or (d) Seller's acceptance of payment hereunder. Any proposal for additional or different terms or any attempt by Seller to vary in any degree any of the terms of this offer in Seller's acceptance is hereby objected to and rejected. Acceptance of this Purchase Order is limited to and conditioned upon acceptance of those terms contained on the face of this Purchase Order and those set forth herein, which terms can not be altered or amended without Buyer's express written agreement. Acceptance shall be binding upon ▇▇▇▇-▇▇▇▇▇▇ Act. (b) With respect to Mortgage Loans from time to time during the term of this agreement, Purchaser shall notify Seller of Purchaser’s intent to purchase Mortgage Loans pursuant to the commitment set forth in Section 2.1 of this Agreement. Such notice shall be accompanied by a proposed Mortgage Loan Schedule and Confirmation. Seller may consent to the consummation of the transaction by electronic acceptance of the Confirmation in accordance with the requirement of Section 2.2(d) of this agreement. (c) On or about June 15th of each calendar year, Seller may elect to provide Purchaser with a report listing all Mortgage Loans subject to the Commitment set forth in Section 2.1 above that have aged for a period of one hundred and eighty (180) days or more (“Aged Mortgage Loans). Purchaser will promptly purchase each such Aged Mortgage Loan for the Purchase Price, calculated as of the preceding month-end plus accrued interest to the transfer date. (d) Notwithstanding anything contained in Section 8.4 of this Agreement, it is understood and agreed that (i) Purchaser may transmit notices, proposed Mortgage Loan Schedules and Confirmations to Seller by e-mail to the attention of Seller’s designated Mortgage Loan Operations Officer, and (ii) Seller may transmit its acceptance of any Confirmation by e-mail to the attention of Purchaser’s designated Capital Markets Trading Officer. (e) Purchaser agrees that it shall not use adverse selection procedures in its selection of Mortgage Loans for purchase hereunder. (f) With respect to First Lien Mortgage loans, from time to ▇▇▇▇ ▇▇▇▇▇▇'s successors, assigns and delegatees. If this Purchase Order is for goods, Seller expressly agrees it shall ▇ will provide Buyer Purchaser with at least 6 months prior written notice if Seller intends to materially change its manufacturing process or makes changes a report listing all Mortgage Loans subject to the parts, paints and other materials used in any production part approval process (PPAP) that Seller has previously provided to Buyer and otherwise comply with the requirements Commitment set forth in Buyer’s thenSection 2.1 above that have been delinquent for a period of sixty (60) days or more as of the date of such report (“Delinquent First Mortgage Loans). Purchaser will promptly purchase each such Delinquent First Mortgage Loan for the Purchase Price, calculated as of the preceding month-current supplier quality manual, such as its QAR1000 – Quality Assurance Requirementsend.

Offer and Acceptance. This Purchase Order is only an These SLP Supply Terms and Conditions of Sale (these “Terms and Conditions”), together with the terms of any other document in which these Terms and Conditions are attached or are incorporated (collectively, this “Agreement”) apply to (i) any quotation, proposal, or offer to enter into a contract. For this Purchase Order to be a valid and effective order, it must be executed sell (“Offer”) made by a duly authorized agent of the Buyer. Buyer may revoke, amend or modify this offer at any time prior to Strategic ▇▇▇ ▇▇▇▇▇▇'s acceptance▇▇, LLC (“Seller”) for the sale of Seller’s goods and/or services (collectively, the “Goods”); (ii) any purchase order or related attachments, schedules, exhibits, designs and drawings (collectively, an “Order”), issued by the buyer-party purchasing the Goods or that party’s subsidiaries and affiliates (collectively, “Purchaser”); and (iii) any written master purchaser or supply agreement executed by Seller and Purchaser for the sale of the Goods. Purchaser accepts, and will be deemed to be bound by, the terms of this Agreement upon the first to occur of the following: (A) Purchaser’s written acknowledgment of this Agreement in writing; (B) Purchaser placing an Order with Seller; (C) delivery of the Goods by Seller pursuant to any Order or similar type of request by Purchaser; (D) acceptance of the Goods by Purchaser; or (E) payment for the Goods by Purchaser. Purchaser’s acceptance is expressly limited to the terms of this Agreement and this Agreement exclusively governs the sale of Goods by Seller. Any reference in this Agreement to any request for quotation, request for proposal, or any other similar bid document made by Purchaser is solely for the purpose of incorporating the description and specifications of the following acts constitute Seller's acceptance of Goods contained in such document, but only to the extent that such description and specifications do not conflict with the description and specifications contained in this Purchase Order and all terms and conditions herein: (a) Seller's return of an acknowledgement of this Purchase Order; (b) Seller's commencement of performance pursuant Agreement or otherwise agreed to this Purchase Order; (c) Seller's delivery of any of the items or services ordered or (d) Seller's acceptance of payment hereunderaccepted by Seller in writing. Any proposal for additional or different terms proposed by Purchaser, whether in Purchaser’s Order or otherwise (including, without limitation, Purchaser’s general terms and conditions of purchase), or any attempt by Seller Purchaser to vary in any degree any of the terms of this offer Agreement in any way, are expressly rejected by Seller's acceptance is hereby objected to and rejected. Acceptance , are not part of this Purchase Order is limited Agreement and do not apply to the sale of Goods, and conditioned upon are not binding on Seller without the express prior written acceptance of those such terms contained on the face of this Purchase Order and those set forth hereinby Seller’s authorized representative; provided, which terms can not be altered or amended without Buyer's express written agreement. Acceptance shall be binding upon ▇▇▇▇▇▇ and ▇▇▇▇▇▇'s successors, assigns and delegatees. If this Purchase Order is for goodshowever, Seller expressly agrees it shall provide Buyer with at least 6 months prior written notice if Seller intends will be deemed to materially change its manufacturing process or makes changes to accept those portions of an Order issued by Purchaser that contain terms and conditions that are same as the parts, paints terms and other materials used in any production part approval process (PPAP) that Seller has previously provided to Buyer and otherwise comply with the requirements conditions set forth in Buyer’s thenthis Agreement. The parties have agreed and it is their intent that the “battle of the forms” described in Section 2-current supplier quality manual207 of the Uniform Commercial Code will not apply to this Agreement or to any Order or other purchasing document of Purchaser relating to this Agreement. None of the terms, such as its QAR1000 – Quality Assurance Requirementsprovisions or conditions of this Agreement may be modified, altered or added to except by written instrument signed by a duly authorized representative of Seller and Purchaser. Any agreed upon change may be subject to an equitable adjustment in the purchase price and/or time for performance.

Offer and Acceptance. This 1.1 These Terms and Conditions of Sale (these “Terms and Conditions”), together with the terms of any other document to which these Terms and Conditions are attached or are incorporated into (collectively, this “Agreement”), apply to and include (subject to the provisions herein with respect to inclusion): (a) any quotation, proposal, or offer to sell (“Offer”) made by Mission Design & Automation LLC or one of its affiliates or subsidiaries (collectively, “Seller”) for the sale of Seller’s products and services, if any, related to such products (collectively, the “Products”); and (b) any purchase order or related attachments, schedules, exhibits, designs and drawings (collectively, a “Purchase Order”) issued by the buyer-party purchasing the Products or that party’s subsidiaries and affiliates (collectively, “Buyer”). Buyer accepts, and will be deemed to be bound by, the terms of this Agreement upon the first to occur of the following: (i) Buyer’s written acknowledgment of this Agreement; (ii) Buyer placing a purchase order with Seller; (iii) delivery of the Products by Seller pursuant to any Purchase Order or similar type of request by Buyer; (iv) acceptance of the Products by Buyer; or (v) payment for the Products by Buyer. All Offers are subject to Seller’s approval if made by a salesperson or sales agent. 1.2 Buyer’s acceptance is only an offer expressly limited to enter into a contractthe terms of this Agreement, and this Agreement exclusively governs the sale of Products by Seller. For this This Agreement supersedes and excludes any terms and conditions set forth in any Purchase Order placed by Buyer, or any other document issued or deemed to be a valid issued by Buyer, to Seller (including, without limitation, Buyer’s general terms and effective orderconditions of purchase), it must each of which are expressly rejected. Any reference in this Agreement to any request for quotation, request for proposal or any other similar bid document made by Buyer is solely for the purpose of incorporating the description and specifications of the Products contained in such document, but only to the extent that such description and specifications do not conflict with the description and specifications contained in this Agreement. Any additional or different terms proposed by Buyer, whether in Buyer’s Purchase Order or otherwise, or any attempt by Buyer to vary the terms of this Agreement in any way, are expressly rejected by Seller, are not part of this Agreement and do not apply to the sale of Products, and are not binding on Seller without the express prior written acceptance of such terms by Seller’s authorized representative. Buyer and Seller expressly agree that these Terms and Conditions are accepted in good faith by both parties as the controlling and final terms and conditions for all sales by Seller to Buyer. 1.3 None of the terms, provisions or conditions of this Agreement may be executed modified, altered or added to except by written instrument signed by a duly authorized agent representative of the Buyer. Buyer may revoke, amend or modify this offer at any time prior to ▇▇▇▇▇▇'s acceptanceSeller. Any of agreed upon change will be subject to an equitable adjustment in the following acts constitute Seller's acceptance of this Purchase Order and all terms and conditions herein: (a) Seller's return of an acknowledgement of this Purchase Order; (b) Seller's commencement of performance pursuant to this Purchase Order; (c) Seller's delivery of any of the items or services ordered or (d) Seller's acceptance of payment hereunder. Any proposal purchase price and/or time for additional or different terms or any attempt by Seller to vary in any degree any of the terms of this offer in Seller's acceptance is hereby objected to and rejected. Acceptance of this Purchase Order is limited to and conditioned upon acceptance of those terms contained on the face of this Purchase Order and those set forth herein, which terms can not be altered or amended without Buyer's express written agreement. Acceptance shall be binding upon ▇▇▇▇▇▇ and ▇▇▇▇▇▇'s successors, assigns and delegatees. If this Purchase Order is for goods, Seller expressly agrees it shall provide Buyer with at least 6 months prior written notice if Seller intends to materially change its manufacturing process or makes changes to the parts, paints and other materials used in any production part approval process (PPAP) that Seller has previously provided to Buyer and otherwise comply with the requirements set forth in Buyer’s then-current supplier quality manual, such as its QAR1000 – Quality Assurance Requirementsperformance.

Offer and Acceptance. This Purchase Order is only Purchaser may purchase from Wabash and Wabash may sell to Purchaser from time to time certain equipment, goods, parts, products, and services (“Goods”) under one or more purchase orders submitted by Purchaser (an offer to enter into a contract“Order”). For this Purchase Order Purchaser accepts, and will be deemed to be a valid and effective orderbound by, it must be executed by a duly authorized agent the terms of this Agreement upon the first to occur of the Buyerfollowing: (A) Purchaser’s written acknowledgment of this Agreement in writing or via electronic acknowledgment; (B) Purchaser placing an Order with Seller; (C) delivery of the Goods by Seller pursuant to any Order or similar type of request by Purchaser; (D) acceptance of the Goods by Purchaser; or (E) payment for the Goods by Purchaser. Buyer may revoke, amend Purchaser’s acceptance is expressly limited to the terms of this Agreement and this Agreement exclusively governs the sale of Goods by Seller. Any additional or modify this offer at any time prior to different terms proposed by ▇▇▇▇▇▇'s acceptance. Any of the following acts constitute Seller's acceptance of this Purchase ▇▇▇, whether in Purchaser’s Order and all or otherwise (including, without limitation, Purchaser’s general terms and conditions herein: (a) Seller's return of an acknowledgement of this Purchase Order; (b) Seller's commencement of performance pursuant to this Purchase Order; (c) Seller's delivery of any of the items or services ordered or (d) Seller's acceptance of payment hereunder. Any proposal for additional or different terms purchase), or any attempt by Seller Purchaser to vary in any degree any of the terms of this offer Agreement in any way, are expressly rejected by Seller and are not binding on Seller without the express prior written acceptance of such terms by Seller's acceptance is hereby objected to and rejected’s authorized representative. Acceptance None of the terms, provisions or conditions of this Purchase Order is limited to and conditioned upon acceptance of those terms contained on the face of this Purchase Order and those set forth hereinAgreement may be modified, which terms can not be altered or amended without Buyer's express added to except by written agreementinstrument signed by a duly authorized representative of Seller and Purchaser. Acceptance shall Any agreed upon change may be binding upon subject to an equitable adjustment in the purchase price and/or time for performance. For all Orders placed through the online sales portal available at ▇▇▇▇▇▇ and ://▇▇▇▇▇.▇▇▇▇▇▇'s successors▇▇▇.▇▇▇ (the “Wabash Sales Platform”), assigns these Terms and delegateesConditions may be updated by Wabash from time to time at the sole discretion of Wabash and without prior notice to Purchaser. If this Purchase The Terms and Conditions applicable and available on the Wabash Sales Platform at the time of any sale shall be applicable to such sale and a copy of the then applicable Terms and Conditions for any Order is for goods, Seller expressly agrees it shall provide Buyer with at least 6 months prior be made available upon written notice if Seller intends to materially change its manufacturing process or makes changes to the parts, paints and other materials used in any production part approval process (PPAP) that Seller has previously provided to Buyer and otherwise comply with the requirements set forth in Buyer’s then-current supplier quality manual, such as its QAR1000 – Quality Assurance Requirementsrequest.

Offer and Acceptance. This Purchase Order a. Where a purchase order is only issued by Constellium, the order is an offer to enter into Seller by Constellium for the purchase of Products. Such a contractpurchase order does not constitute an acceptance of any offer or proposal made by Seller. For this Purchase Order Any reference in such purchase order to be a valid any quote, offer, or proposal made by Seller is solely to incorporate the description or specifications of the Products but only to the extent that the description or specifications do not conflict with the description and effective specifications of the Products in the purchase order, it must be executed agreed-upon specifications, or other applicable documents from Constellium describing or specifying the Products. Seller's written acceptance, Seller’s commencement of any work under the purchase order, or any other conduct by a duly authorized agent Seller in furtherance of the Buyer. Buyer may revoke, amend or modify this offer at any time prior to ▇▇▇▇▇▇'s acceptance. Any subject matter of the following acts constitute purchase order constitutes Seller's acceptance of this Purchase Order and all terms and conditions herein: (a) Seller's return of the Order. If the purchase order is found to be an acknowledgement of this Purchase Order; (b) Seller's commencement of performance pursuant to this Purchase Order; (c) Seller's delivery acceptance of any of the items prior offer or services ordered or (d) proposal by Seller's , such acceptance of payment hereunder. Any proposal for additional or different terms or any attempt by Seller shall be limited to vary in any degree any and conditional upon Seller’s acceptance of the terms of this offer in Seller's acceptance is hereby objected to and rejected. Acceptance of this the Purchase Order is limited exclusively. b. Except and only to and conditioned upon acceptance of those the extent that they do not conflict with the terms contained on the face of this the Purchase Order, the following documents are hereby incorporated into the Purchase Order: (i) any signed nomination award/letter; (ii) Material Releases (as defined below) issued by Constellium to Seller under the Purchase Order (iii) the Statement of Work (“SOW”), prints, drawings, CAD documents, and those set forth hereinspecifications for the Products; and (v) Constellium’s policies, which terms can not be altered or amended as revised by Constellium from time to time. Constellium’s policies include, without Buyer's express written agreement. Acceptance shall be binding upon ▇▇▇▇▇▇ and ▇▇▇▇▇▇'s successorslimitation, assigns and delegatees. If this Purchase Order is for goodsConstellium’s Supplier Code of Conduct (available here), Seller expressly agrees it shall provide Buyer with at least 6 months prior written notice if Seller intends to materially change its manufacturing process or makes changes to the parts, paints and other materials used in any production part approval process (PPAP) that Seller has previously provided to Buyer and otherwise comply with the requirements set forth in Buyer’s then-current supplier quality manual, such as its QAR1000 – Supplier Quality Assurance Requirements.Manual and Technical Delivery

Offer and Acceptance. This Purchase Order a. Where a purchase order is only issued by Constellium, the order is an offer to enter into Seller by Constellium for the purchase of Products. Such a contractpurchase order does not constitute an acceptance of any offer or proposal made by Seller. For this Purchase Order Any reference in such purchase order to be a valid any quote, offer or proposal made by Seller is solely to incorporate the description or specifications of the Products but only to the extent that the description or specifications do not conflict with the description and effective specifications of the Products in the purchase order, it must be executed agreed-upon specifications, or other applicable documents from Seller describing or specifying the Products. Seller's written acceptance, Seller’s commencement of any work under the purchase order, or any other conduct by a duly authorized agent Seller in furtherance of the Buyer. Buyer may revoke, amend or modify this offer at any time prior to ▇▇▇▇▇▇'s acceptance. Any subject matter of the following acts constitute purchase order constitutes Seller's acceptance of this Purchase Order and all terms and conditions herein: (a) Seller's return of the Order. If the purchase order is found to be an acknowledgement of this Purchase Order; (b) Seller's commencement of performance pursuant to this Purchase Order; (c) Seller's delivery acceptance of any of the items prior offer or services ordered or (d) proposal by Seller's , such acceptance of payment hereunder. Any proposal for additional or different terms or any attempt by Seller shall be limited to vary in any degree any and conditional upon Seller’s acceptance of the terms of this offer in Seller's acceptance is hereby objected to and rejected. Acceptance of this the Purchase Order is limited exclusively. b. Except and only to and conditioned upon acceptance of those the extent that they do not conflict with the terms contained on the face of this the Purchase Order, the following documents are hereby incorporated into the Purchase Order: (i) any signed nomination award/letter; (ii) Material Releases (as defined below) issued by Constellium to Seller under the Purchase Order (iii) the Statement of Work (“SOW”), prints, drawings, CAD documents, and those set forth hereinspecifications for the Products; and (v) Constellium’s policies, which terms can not be altered or amended as revised by Constellium from time to time. Constellium’s policies include, without Buyer's express written agreement. Acceptance shall be binding upon ▇▇▇▇▇▇ and ▇▇▇▇▇▇'s successorslimitation, assigns and delegatees. If this Purchase Order is for goodsConstellium’s Supplier Code of Conduct (available here), Seller expressly agrees it shall provide Buyer with at least 6 months prior written notice if Seller intends to materially change its manufacturing process or makes changes to the parts, paints and other materials used in any production part approval process (PPAP) that Seller has previously provided to Buyer and otherwise comply with the requirements set forth in Buyer’s then-current supplier quality manual, such as its QAR1000 – Supplier Quality Assurance Requirements.Manual and Technical Delivery

Offer and Acceptance. This (a) These Terms and Conditions of Sale (these “Terms”), together with the terms of any other document provided by Seller (as defined below) in which these Terms are attached or incorporated (collectively, the “Agreement”) apply to and govern (i) any quotation, proposal, or offer to sell (“Offer”) made by Micro-▇▇▇, Inc. or its subsidiary companies, 603 OPTX, LLC or M10 Edge, Ltd, as applicable (“Seller”), for the sale of Seller’s goods and related services, if applicable (collectively, the “Goods”), and (ii) any purchase order or related attachments, schedules, exhibits, designs and drawings (collectively, a “Purchase Order”), issued by the buyer- party purchasing the Goods or that party’s subsidiaries and affiliates (collectively, “Buyer”). Buyer accepts, and will be deemed to be bound by, the terms of the Agreement upon the first to occur of the following: (A) Buyer’s written acknowledgment of the Agreement in writing; (B) Buyer placing a Purchase Order is only an offer with Seller; (C) Seller’s order acknowledgment; (D) delivery of the Goods by Seller pursuant to enter into a contract. For this any Purchase Order to be a valid and effective order, it must be executed or similar type of request by a duly authorized agent Buyer; (E) acceptance of the Goods by Buyer. Buyer may revoke, amend ; or modify this offer at any time prior to (F) payment for the Goods by ▇▇▇▇▇▇'s acceptance. Any of the following acts constitute All Offers are subject to Seller's acceptance of this Purchase Order and all terms and conditions herein: (a) Seller's return of an acknowledgement of this Purchase Order; ’s approval if made by a salesperson or sales agent. (b) Seller's commencement of performance pursuant to this Purchase Order; (c) Seller's delivery of any of the items or services ordered or (d) Seller's acceptance of payment hereunder. Any proposal for additional or different terms or any attempt by Seller to vary in any degree any of the terms of this offer in Seller's acceptance is hereby objected to and rejected. Acceptance of this Purchase Order is limited to and conditioned upon acceptance of those terms contained on the face of this Purchase Order and those set forth herein, which terms can not be altered or amended without Buyer's express written agreement. Acceptance shall be binding upon ▇▇▇▇▇▇ ’s acceptance is expressly limited to the terms of the Agreement, and the Agreement exclusively governs the sale of Goods by Seller. The Agreement supersedes and excludes any agreement, whether written or oral, and any other terms and conditions set forth in any purchase order placed by Buyer or any other document issued or deemed to be issued by Buyer to Seller (including Buyer’s general terms and conditions of purchase), each of which are expressly rejected. Any reference in the Agreement to any request for quotation, request for proposal or any other similar bid document made by Buyer is solely for the purpose of incorporating the description and specifications of the Goods contained in such document, but only to the extent that such description and specifications do not conflict with the description and specifications contained in the Agreement. Any additional, different or conflicting terms proposed by ▇▇▇▇▇▇'s successors, assigns and delegatees. If this Purchase Order is for goods, Seller expressly agrees it shall provide Buyer with at least 6 months prior written notice if Seller intends to materially change its manufacturing process or makes changes to the parts, paints and other materials used in any production part approval process (PPAP) that Seller has previously provided to Buyer and otherwise comply with the requirements set forth whether in Buyer’s then-current supplier quality manualpurchase order or otherwise, or any attempt by Buyer to vary the terms of the Agreement in any way, are expressly rejected by Seller, are not part of the Agreement and do not apply to the sale of Goods, and are not binding on Seller without the express prior written acceptance of such terms by Seller’s authorized representative. (c) Notwithstanding anything herein to the contrary: (i) if a written contract signed by both parties is in existence covering the sale of the Goods covered hereby, the terms and conditions of said contract shall prevail to the extent they are inconsistent with the Agreement; (ii) if there is any inconsistency between these Terms and the Offer, the Offer shall prevail as its QAR1000 – Quality Assurance Requirementsto such inconsistency; and (iii) if there is an effective and applicable confidentiality or nondisclosure agreement between Buyer and Seller, these Terms shall not supersede the confidentiality and nondisclosure obligations therein. (d) None of the terms, provisions or conditions of the Agreement may be modified, altered or added to except by written instrument signed by a duly authorized representative of Seller. Any agreed upon change will be subject to an equitable adjustment in the purchase price and/or time for performance.

Offer and Acceptance. This Purchase Order a. Where a purchase order is only issued by Constellium, the order is an offer to enter into Seller by Constellium for the purchase of Products. Such a contractpurchase order does not constitute an acceptance of any offer or proposal made by Seller. For this Purchase Order Any reference in such purchase order to be a valid any quote, offer or proposal made by Seller is solely to incorporate the description or specifications of the Products but only to the extent that the description or specifications do not conflict with the description and effective specifications of the Products in the purchase order, it must be executed agreed-upon specifications, or other applicable documents from Seller describing or specifying the Products. Seller's written acceptance, Seller’s commencement of any work under the purchase order, or any other conduct by a duly authorized agent Seller in furtherance of the Buyer. Buyer may revoke, amend or modify this offer at any time prior to ▇▇▇▇▇▇'s acceptance. Any subject matter of the following acts constitute purchase order constitutes Seller's acceptance of this Purchase Order and all terms and conditions herein: (a) Seller's return of the Order. If the purchase order is found to be an acknowledgement of this Purchase Order; (b) Seller's commencement of performance pursuant to this Purchase Order; (c) Seller's delivery acceptance of any of the items prior offer or services ordered or (d) proposal by Seller's , such acceptance of payment hereunder. Any proposal for additional or different terms or any attempt by Seller shall be limited to vary in any degree any and conditional upon Seller’s acceptance of the terms of this offer in Seller's acceptance is hereby objected to and rejected. Acceptance of this the Purchase Order is limited exclusively. b. Except and only to and conditioned upon acceptance of those the extent that they do not conflict with the terms contained on the face of this the Purchase Order, the following documents are hereby incorporated into the Purchase Order: (i) any signed nomination award/letter; (ii) Material Releases (as defined below) issued by Constellium to Seller under the Purchase Order (iii) the Statement of Work (“SOW”), prints, drawings, CAD documents, and those set forth hereinspecifications for the Products; and (v) Constellium’s policies, which terms can not be altered or amended as revised by Constellium from time to time. Constellium’s policies include, without Buyer's express written agreement. Acceptance shall be binding upon ▇▇▇▇▇▇ and ▇▇▇▇▇▇'s successorslimitation, assigns and delegatees. If this Purchase Order is for goods, Seller expressly agrees it shall provide Buyer with at least 6 months prior written notice if Seller intends to materially change its manufacturing process or makes changes to the parts, paints and other materials used in any production part approval process (PPAP) that Seller has previously provided to Buyer and otherwise comply with the requirements set forth in Buyer’s then-current supplier quality manual, such as its QAR1000 – Supplier Quality Assurance Requirements.Manual and Technical Delivery Conditions Extruded Profiles 6xxx (collectively,