[****]Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. SUPPLY AGREEMENT Navistar, Inc. AND Core Molding Technologies (60012) and Core Composites Corporation (71043)

This Supply Agreement (the “Agreement”) between Navistar, Inc., a Delaware corporation, 2701 Navistar Drive, Lisle, IL 60532 (the “Buyer”) and Core Molding Technologies / Core Composites Corporation, a Delaware corporation, 800 Manor Park Drive, Columbus, OH 43228 (the “Seller”), dated November 1, 2013 (the “Effective Date”) will be for an initial term of five (5) years commencing November 1, 2013 and terminating October 31, 2018 unless otherwise terminated as provided herein (the “Initial Term”). This Agreement may be extended for additional terms of one (1) year (each a “Renewal Term”) provided that both parties (“Parties”) agree in writing to such extension no later than sixty (60) days prior to expiration of the Initial Term or Renewal Term, as the case may be. This Agreement is effective as of the Effective Date and shall remain in effect until either terminated by either Party in accordance with the terms of this Agreement or the expiration of the Agreement at the end of the Initial Term or any Renewal Term.

Payment terms under this Agreement shall be [****] from date of receipt of a correct invoice from Seller, or the date of receipt of the Products (as defined below) by Buyer, whichever is later. All payments shall be made in U.S. dollars. Buyer neither guarantees nor is responsible for any liabilities incurred by any Third Party Designees (as defined in Article 4A) under this Agreement.

Seller shall also, at Buyer’s sole option, sell Products to Buyer’s subsidiaries, affiliates, third party contractors or any other Buyer designated party (“Third Party Designee”). Seller has the right to adjust payment or credit terms of Third Party Designees. All of Seller’s representations, warranties, and obligations under this Agreement apply to sales to Third Party Designees.

Buyer agrees that economic incentives provided by the Seller associated with this agreement have a basis upon product volume. Buyer agrees to provide Seller with the following increase schedule for out of production part numbers.

    

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Seller must provide sixty (60) days written notice to Buyer of any intention to stop shipment of Products as a result of a dispute set forth above.

In addition, upon termination or expiration of this Agreement, Buyer shall have the opportunity for a one-time buy of Products to fulfill such service and replacement requirements. Buyer and Seller shall negotiate in good faith with respect thereto.

Seller must meet the requirements identified in the Buyer’s Quick Receive Guideline, and which, as amended and modified from time to time, is deemed part of this Agreement. Seller will make every effort to comply with amendments and issues will be negotiated.

Seller and Buyer agree that Buyer’s forecasted volumes are based on past usage and projected market forecasts. The Parties hereby agree that no minimum purchase quantities are implied by any term of this Agreement, and no penalties shall be imposed on Buyer for volumes of Products actually ordered by Buyer below those quantities forecasted.

placement of tooling using various cost, part and tooling design, and timing requirements. In those instances where Buyer has an obligation to pay for tooling costs, Buyer will pay Seller only for those costs deemed to be globally competitive in cost and quality by Buyer. Seller shall submit all tools for inspection and review by Buyer in accordance with AIAG (Automotive Industry Action Group) Publication, Production Part Approval Process, prior to Buyer making payment for same. Buyer may, at its option, see detailed tooling documents, invoices and/or tooling orders prior to issuing its approval for payment of tooling. Tooling costs may be shared with Seller or amortized as mutually agreed upon by both Parties in writing.

Seller and Buyer are committed to an active Product cost reduction program. Any Buyer-initiated cost savings resulting from Product improvements and/or design changes shall be credited [****] to Buyer after funding the total cost of initial tooling investment. Any Seller-initiated or mutually-developed cost savings recommendations resulting from product/process improvements and/or design changes shall be shared [****] with Buyer net of the implementation cost and after funding the total cost of the initial tooling investment. [****],

annual business plans will be agreed between both parties based on Buyer’s fiscal year cost savings goals. De-contenting projects will be reviewed on an individual basis.

All Products shall be received subject to Buyer’s inspection and/or rejection. Defective Products or Products not in accordance with Buyer’s specifications will be held for Seller’s instructions and at Seller’s risk, and, if Seller so directs, will be returned at Seller’s expense. Payment for Products prior to inspection shall not constitute an acceptance thereof. Returned Products will be deducted from total shipments.

Seller is required to meet all cost, performance, delivery, reliability, quality and technology requirements, and documentation thereof, as specified in this Agreement. Buyer’s plants, Parts Distribution Centers, or Supply Manager will communicate non-conformances directly to Seller with requests for corrective actions. These corrective actions must be performed in a timely manner and the issues corrected to the reporting location’s satisfaction. All non-conformances will be subject to the minimum charges as detailed in Appendix C - NON-CONFORMANCE CHARGE SCHEDULE. The provisions of this paragraph are not intended to limit in any way any other rights and remedies Buyer may have against seller pursuant to this agreement, under law or equity or otherwise. Seller maintains the right to dispute occurrences in writing within 30 days of charge and Buyer agrees that negotiations will take place in good faith.

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If Buyer determines that Seller’s deliveries are so far behind a given schedule, provided there have been no changes in schedule for EDI during the past ten (10) working days, that Buyer requests express shipments, Seller will pay the express charges. If Seller’s deliveries are so far behind a given schedule that the Buyer is compelled to use material not according to Buyer’s specification, or at a higher cost, the Seller will pay whatever additional costs, expenses, losses, or damages Buyer sustains. If Buyer’s schedules exceed tool capacity originally quoted, Buyer will pay additional costs required for express shipment. The provisions of the paragraph are not intended to limit in any way any rights and remedies Buyer may have against Seller pursuant to this Agreement, under law or equity or otherwise.

If Buyer reasonably deems itself insecure with respect to Seller’s ongoing performance, due to Seller’s financial capacity or otherwise, Buyer may demand that Seller provide assurance of future performance to Buyer within five (5) days of the demand. This assurance may be in any

security acceptable to Buyer, including but not limited to, collateral consisting of cash, letter(s) of credit, surety bond, parent guaranty, or lender releases. This security shall be in an amount satisfactory to Buyer and shall also be sufficient to offset costs and expenses incurred or reasonably expected to be incurred by Buyer in securing for itself completion of the project or other performance due from Seller. Buyer reserves its right to any other remedies allowed in law or equity. Failure to provide the requested performance assurance within the stated period shall constitute a default of this Agreement, and Buyer shall be free to procure Product from an alternate source and/or cancel this Agreement in its discretion immediately upon expiration of the time specified for delivery of the requested performance assurance.

[****] as detailed in Appendix C - NON-CONFORMANCE CHARGE SCHEDULE. Seller will advise Buyer immediately in writing of any apparent imminent problem, and the Parties will each use their best efforts to avoid any actual assembly line downtime. In addition, Seller shall not be responsible for assembly line downtime charges for delinquent delivery resulting from schedule changes by Buyer or Buyer’s unforeseen manufacturing difficulties or insufficient packaging availability. With respect to Service Parts, Seller shall be responsible for any emergency premium expenses for “truck down” orders in which Seller is responsible for not meeting the agreed upon service delivery schedule.

    

Seller agrees to warrant its Product(s) against defects in design (if Seller is design responsible), materials, or workmanship, or any combination of these. Seller’s warranty includes a similar warranty against such defects in components or parts supplied by any Seller-directed tier suppliers as part of the Product(s).

In terms of duration, the Seller’s warranty will meet or exceed the Buyer’s Standard Limited Warranty for each vehicle model or Seller’s published warranty, whichever is longer. Seller agrees to waive the time and mileage limitation to which the foregoing warranties are subject in

the event that after the applicable warranty period has expired, defects of the same or similar nature have been discovered in a statistically significant portion of the Seller’s Products(s).

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and provide final determination of the warranty claim within 15 days of receiving the information from Seller.

Buyer will not award any new or additional business to Seller without evidence of the Seller’s financial viability, including, without limitation, being provided with its most current audited financial statements. All financial information will be promptly provided to the Buyer upon request.

In order to assess Seller’s compliance with the terms and conditions of this Agreement, Seller shall permit Buyer and its authorized representatives, including its accountants and attorneys (and Seller shall obtain a similar right from permitted subcontractors), reasonable access to all of Seller’s books and records pertaining to the performance of this Agreement, wherever such books and records may be located and shall also grant Buyer and its representatives reasonable access to the Seller’s business and operations personnel involved in the performance of this Agreement. Seller will complete Navistar financial assessment forms. If there is a financially stressed situation indicated, then the Seller shall provide additional supporting documentation.

 

Seller will provide Buyer immediate notification of any changes in the manufacturing location of Seller’s plant which produces Buyer’s Products, defined per Appendix A-PRODUCT DESCRIPTION/PRODUCT PRICING, or as they may be hereafter improved or modified. 

Seller agrees to utilize “Small Business Concerns, Small Disadvantaged-Owned Business Concerns, Minority-Owned Business Concerns, Women-Owned Business Concerns, Veteran-Owned Business Concerns, Service Disabled-Owned Veteran Business Concerns, and HUBzone-Located Business Concerns” as required by Federal Laws, 97-507, 99-661, 100-656, 103-355, 105-135 and 106-50. 

Buyer’s policy states that all suppliers receiving contracts from Buyer in excess [****], except small business concerns defined above, will set a [****] minimum spending goal to further subcontract with Small Business Concerns; will, in addition set a [****] minimum spending goal to further subcontract with Small Disadvantaged-Owned Business Concerns; will, in addition, set a [****] minimum spending goal to further subcontract with Minority-Owned Business Concerns; will, in addition, set a [****] minimum spending goal to further subcontract with Women-Owned Business

Concerns; and will, in addition, set a [****] minimum spending goal to further subcontract with Veteran-Owned Business Concerns, Service Disabled-Owned Veteran Business Concerns, and HUBzone-Located Business Concerns commensurate with the Seller’s sales to the Buyer.  The Seller further agrees to submit an annual written plan to Buyer by August 31^st outlining how the above stated goals will be achieved.  Reference is hereby made to the Supplier Diversity section of Buyer’s Navistar Supplier Network (“NSN”) website www.navistarsupplier.com.

Seller also agrees to report its accomplishment toward the above goals on a quarterly basis in the Navistar electronic second-tier reporting system and annually in the Federal (eSRS) electronic Subcontract Reporting System as required by FAR Part 19.7.  Buyer acknowledges and agrees that, for purposes of satisfying the foregoing goals:  (i) such goals apply only to those goods and services purchased by Seller in the United States; and (ii) a purchases of goods and services may be entitled to credit toward more than one of the foregoing goals depending on the status of the subcontractor-e.g., a subcontract with a “Minority Owned Business Concern” may also qualify as a subcontract with a “Small Disadvantaged-Owned Business Concern” and/or a “Women-Owned Business Concern”.

Seller will provide at no additional cost to Buyer such design and design qualification assistance, manufacturing assistance, technical, service parts, and field support as required by Buyer and extraordinary costs will be negotiated in good faith for substantive resources.

In addition to the requirements set forth in Article 31 - ENGINEERING SPECIFICATION AND PRODUCT COMPLIANCE, Seller must assure that Products comply with the most current controlled revisions of Buyer's Corporate Engineering Material Specifications ("CEMS"), Truck Material Specification ("TMS"), or Engineering Standard Parts as defined in Statements of Work (“SOW”), Specification Transmittals, prints, models, and math data. Information Handling Services Inc., or other firm identified by Buyer, shall be the sole source for controlled copies of the foregoing documents and Seller is responsible for ensuring that it obtains controlled copies for the duration of the term of this Agreement in order to assure compliance with the most current documents.

* For Service Parts, the 830 is a planning document only, to be used solely for forecasting, not shipping, purposes.

1.    Implementation.

2.    Production.

3.    General.

Provide current EDI contact information to Buyer.

Unless specifically exempted by Buyer, Seller is required to be registered to, compliant with, or working towards, ISO 9001, or a derivative Quality Management System such as TS-16949. Seller of production components is also required to be capable of fulfilling all AIAG APQP (Advance Product Quality Planning and Control Plan) and PPAP (Production Part Approval Process) documentation requirements. If Seller is currently registered, then Seller must maintain certification with an accredited registrar and must furnish copies of registration certificates to Buyer. If Seller is

compliant to ISO 9001, but not certified by a recognized 3rd-party registrar, Seller agrees to provide evidence of such compliance to the Buyer. If Seller is working towards quality registration, then Seller must provide, upon Buyer’s request, evidence of such efforts and, upon receipt of registration certification, inform Buyer and furnish copies of registration certificates.

Seller agrees that all materials, supplies, articles, or equipment to be manufactured or furnished hereunder will be produced in compliance with all applicable laws including, but not limited to, the Fair Labor Standards Act. If this Agreement exceeds US$10,000 and is otherwise subject to the Walsh-Healey Public Contracts Act, Seller also agrees that all materials, supplies, articles, or equipment to be manufactured or furnished hereunder will be produced in compliance with that Act.

The Seller recognizes, consistent with the public policy underlying enactment of the Conflict Minerals provision (Section 1502) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Act”), the significant legal and non-legal risks associated with sourcing tin, tantalum, tungsten and gold (the “Conflict Minerals”) from the Democratic Republic of the Congo and adjoining countries (“DRC Countries”). Accordingly, the Seller commits to comply with Section 1502 of the Act and its implementing regulations. In particular, the Seller commits to have in place a supply chain policy and process to undertake (1) a reasonable inquiry into the country of origin of Conflict Minerals incorporated into products it provides Buyer, (2) due diligence of its supply chain, as necessary, to determine if Conflict Minerals sourced from the DRC countries directly or indirectly support unlawful conflict there, and (3) risk assessment and mitigation actions necessary to implement the country of origin inquiry and due diligence procedures. Seller further agrees (1) to respond promptly to each inquiry by Buyer with such information regarding the source and chain of custody of all Conflict Minerals that may be contained in products supplied to Buyer by Seller; (2) if Seller previously responded to an inquiry to notify Buyer if there is a change in status in whether Seller’s products supplied to Buyer contain Conflict Minerals; and (3) to cooperate promptly as required by Buyer with Buyer efforts to comply with the Act. The Seller shall take all other measures as are necessary to comply with the Act and its implementing regulations, as they may be amended over time.

By Seller providing goods or services to Buyer, including to any of Buyer’s Third Party Designees, Seller is affirmatively representing and warranting that Seller and its subcontractors do not, directly or indirectly, engage in or otherwise support Human Trafficking. Human Trafficking is defined as: the recruitment, transportation, transfer, harboring or receipt of persons, by means of the threat or use of force or other forms of coercion, abduction, fraud, deception, abuse of power or of a position of vulnerability or of the giving or receiving of payments or benefits to achieve the consent of a person having control over another person, for the purpose of exploitation.

Any instance of Seller’s exception to or non-compliance with any of the requirements set forth in this Agreement will result in a standard charge back per occurrence. See Appendix C - NON-CONFORMANCE CHARGE SCHEDULE for specific non-compliance charges.

If the Effective Date of this Agreement is subject to Executive Order 11246 pertaining to non-discrimination and non-segregation, Seller certifies that it (1) is in compliance with Sec. 202 of Executive Order 11246, as amended by Executive Order 11375, and subsequent Executive Orders and the Rules and Regulations set forth by the Secretary of Labor in effect as of the date of this Executive Order; (2) does not and will not provide or maintain at any of its establishments, nor permit its employees to perform their services at any location under its control where there are maintained segregated facilities; and (3) agrees that a breach of this certification violates the Equal Employment clause of Executive Order 11246. “Segregated Facilities” means facilities which are in fact segregated on a basis of race, color, creed, religion, or national origin. Seller agrees to (1) obtain an identical certification from proposed subcontractors prior to the award of subcontracts exceeding US$10,000 which are not exempt from the provisions of the Equal Opportunity clause, and (2) maintain such certifications in its files. The charge for making a false representation is prescribed under 18 U.S.C. 1001 and any such false representation shall be a material breach of this Agreement.

Seller agrees to comply with Section 503 of the Rehabilitation Act, the Vietnam Era Veterans’ Readjustment Assistance Act (38 U.S.C. 4212) and implementing regulations set forth by the Secretary of Labor as are applicable.

Seller agrees to comply with all applicable statutes, regulations, laws and other Government requirements, including but not limited to those reflected in contract clauses set forth in Title 48 C.F.R. Sections 52.203-13 (Contractor Code of Business Ethics and Conduct),52.219-8 (Utilization of Small Business Concerns), 52.222-26 (Equal Opportunity), 52.222-35 (Equal Opportunity for Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans), 52.222-36 (Affirmative Action for Workers with Disabilities), 52.222-39 (Notification of Employee Rights Concerning Payment of Union Dues or Fees), 52.222-41 (Service Contract Act of 1965) and 52.247-64 (Preference for Privately Owned U.S.- Flag Commercial Vessels). The term “Contractor” and similar terms used in such FAR provisions shall be construed to mean Seller for the purposes of this Agreement.

ITAR Compliance. Some Products including without limitation, those being produced in Buyer’s Garland, Texas plant, are controlled by the International Traffic in Arms Regulations (ITAR). To ensure Buyer’s and Seller’s compliance with the ITAR and to avoid imposition export licensing requirements, Seller will ensure that each person with access to Technical Data (as defined in 22 CFR Section 120.10), Defense Services (as defined in 22 CFR Section 120.9), and Defense Articles (as defined in 22 CFR Section 120.6) (collectively “ITAR Materials”) is eligible to be granted access to such ITAR Materials pursuant to 22 CFR Section 120.1(c) or is a U.S. Person as defined in 22 CFR Section 120.15. In instances where Foreign Persons (as defined in 22 CFR Section 120.16) have access to ITAR Materials, the Seller shall immediately provide Buyer with a copy of the license or approval at the time that Seller provides such Foreign Person with access to the ITAR Materials. For those instances where Seller employs, retains, or contracts with any Foreign Persons without a license or approval described above, Seller shall immediately notify Buyer and if requested, provide Buyer with a detailed explanation of the steps undertaken to ensure that these persons are not gaining access to the ITAR Materials.

Buyer reserves the right to make payments directly to subcontractors, agents, and other entities whose efforts have been obtained by Seller in the fulfillment of this Agreement if Seller becomes unable for any reason to timely compensate them or to meet its debt obligations. In addition, Buyer reserves the right to make payments directly to bankruptcy courts, trustees in bankruptcy or receivers, as it deems necessary. Any amounts paid by Buyer to the entities or persons listed in this paragraph other than Seller plus legal expenses incurred will be subtracted from any amounts owed to Seller under this Agreement. If Buyer makes direct payments to subcontractors or others as set out in this Article, Seller waives any right to further recompenses from Buyer for the work completed by these entities. Buyer reserves its right to any other remedies allowed in law or equity.

During the Initial Term (and Renewal Terms, if any) of this Agreement, Seller shall maintain at its own expense Commercial General Liability Insurance, including coverage for products liability and completed operations with limits of no less than [****] per occurrence and [****] general aggregate for death, bodily injury, and property damage. Buyer retains the right to obtain an increase in the above stated insurance limits at any time.

Seller's liability under this Agreement shall not be limited by the amount of such insurance coverage and such insurance shall be primary and any insurance maintained by Buyer shall be excess and non-contributing. The above-required policy shall be written on an "occurrence" basis unless the policy is available only on a "claims made" basis, in which case such "claims made" insurance coverage shall be maintained in effect for a period of four (4) years after the termination of this Agreement.

Seller shall also maintain Workers’ Compensation Insurance per statutory requirements and Employer’s Liability with limit of no less than [****] each accident/disease.

Such policies shall be maintained with an insurer authorized to issue policies in the United States, which insurers shall be satisfactory to Buyer, and shall name Buyer as an additional insured with regard to the Commercial General Liability Insurance. Such policies shall provide that thirty (30) days written notice shall be given to Buyer prior to cancellation or material changes to the policies. Any such change, modification, or cancellation shall not affect Seller’s obligation to maintain the insurance coverage set forth above.

As of its execution of this Agreement, Seller shall provide Buyer with a certificate of insurance evidencing such coverage. Failure to provide such certificate of insurance shall void this Agreement, at Buyer's sole option.

At its own expense Seller agrees to destroy or remove to the Buyer’s complete satisfaction Buyer’s corporate name, addresses, trademarks, patent numbers, and all other references to Buyer from all Products rejected or canceled by Buyer, or purchased or produced by Seller in excess of quantities specified by Buyer, whether such Products are completed or partially completed, delivered, tendered for delivery, or undelivered, prior to disposition of such Products to parties other than Buyer, or to destroy such Products. Seller acknowledges that any sale of Products bearing the Buyer’s trade name and/or trademarks to any person or entity other than Buyer is an infringement of the Buyer’s proprietary rights in its trade name and/or trademarks and is an attempt by Seller to “pass off” Products of others as the Products of Buyer. Without first obtaining the written consent of Buyer, Seller agrees that it shall not in any manner make known the fact that Seller has furnished, or contracted to furnish, Buyer the Products covered by this Agreement, or use the name of Buyer or any of its trademarks or trade names in Seller’s advertising or other promotional material.

Buyer shall negotiate with Seller in good faith with regard to placing new production business of Buyer with Seller if, in Buyer’s opinion, Seller is competitive in the areas of price, performance, delivery, reliability, technology and quality with other manufacturers of any such products. Both Buyer and Seller shall work together to develop target costs and establish the lowest possible cost of any new product. Seller agrees to provide all price/cost submissions with full cost transparency throughout the iterative design process. Seller shall also specify tooling and production lead times in the quotation. Nothing in this Article 46 - NEW BUSINESS shall be construed as an obligation on the part of Buyer to develop or purchase any products other than those Products covered by this Agreement. Seller will be invited to participate in quoting all competitively bid packages that Seller is capable to process (fiberglass, SMC, RTM, DCPD) as long as performing to acceptable cost, quality, and delivery metrics indicated by Supplier Performance Scorecard.

customer lists, designs under development, intellectual property and know-how. Any such information that is marked or otherwise clearly identified at the time of disclosure as “confidential” or “proprietary” or any information which a person would reasonably deem to be confidential information of the Parties under the circumstances shall be considered as “Confidential Information” for purposes of this Agreement. During the term of this Agreement and for a period of five (5) years after the expiration or termination of this Agreement, the receiving Party will use its best efforts to prevent the disclosure of such Confidential Information to third parties and will not use such Confidential Information for any purpose other than to effectuate the provisions of this Agreement. “Best efforts” with respect to any Confidential Information means at least that degree of care normally used by the receiving Party to prevent disclosure to others of its own Confidential Information of similar importance, but in no case less than a reasonable degree of care. Notwithstanding the foregoing, Seller and Buyer agree that Confidential Information shall not include any information which: (a) is or becomes publicly known through no wrongful act on the receiving Party’s part; or (b) is, at the time of disclosure under this Agreement, already known to the receiving Party without restriction on disclosure; or (c) is, or subsequently becomes, rightfully and without breach of this Agreement, in the receiving Party’s possession without any obligation restricting disclosure; or (d) is independently developed by the receiving Party without reference to or use of the Confidential Information; or (e) is disclosed pursuant to an order of any governmental or judicial authority, after prior notice to the disclosing Party respecting such order, and affording the disclosing Party reasonable cooperation respecting any objections by the disclosing Party to the request for disclosure, including a reasonable opportunity for the disclosing Party to obtain a protective order in respect to the Confidential Information at the expense of the disclosing Party.

Either Party may assign the rights and duties under this Agreement, either in whole or in part, only with the prior written consent of the other Party. No permitted assignment hereunder shall be deemed effective until the assignee shall have executed and delivered an instrument in writing reasonably satisfactory in form and substance to the other Party pursuant to which the assignee assumes all of the obligations of the assigning Party hereunder. Any purported assignment of this Agreement in violation of this Article 49 - ASSIGNMENT OF RIGHTS AND DUTIES shall be void.

No modifications of, or additions to, the provisions or conditions of this Agreement (including the Exhibits, Appendices and Schedules hereto) will become a part of the Agreement until agreed to in writing by the Buyer and Seller. This Agreement (including the Exhibits, Appendices, and Schedules hereto) may not be amended or modified without the written consent of both Buyer and Seller. For purpose of clarity, Appendix A - PRODUCT DESCRIPTION/PRODUCT PRICING may not be amended, modified, or altered without the written consent of Buyer and Seller. Notwithstanding the foregoing, Buyer may issue addenda to Contracts for the purposes of modifying the part numbers listed in Appendix A. Such modifications will constitute a binding amendment unless Seller provides Buyer written notice of Seller’s objection within thirty (30) days of Seller’s receipt of the addenda.

This Agreement shall be governed by and construed under the laws of the State of Illinois, without giving effect to the choice of law provisions thereof.

All actions, proceedings, claims, counterclaims, or cross-complaints in any action or other proceeding brought by any Party hereto against any other Party hereto with respect to any matter arising out of, or in any way connected with or related to, this Agreement or any portion thereof, whether based upon contractual, statutory, tortuous, or other theories of liability arising out of or relating to this Agreement, shall be heard and determined in any federal court sitting in Chicago, Illinois, unless there is no federal court jurisdiction, in which case the action or proceeding shall be heard and determined in any state court sitting in Chicago, Illinois, and the Parties hereto hereby irrevocably submit to the jurisdiction of such courts in any such action or proceeding, IRREVOCABLY AGREE THAT ANY SUCH COURT IS A PROPER VENUE FOR ANY SUCH ACTION, and irrevocably waive the defense of an inconvenient forum. Each Party irrevocably consents to the service of any and all process in any such action or proceeding by the mailing of copies of such process to such Party at its address specified in Article 57 - NOTICES. Nothing in this Article 52 - CONSENT TO JURISDICTION shall affect the right of any Party hereto to serve legal process in any other manner permitted by law.

In the event that any provision of this Agreement or the application thereof to any Party of circumstance shall be finally determined by a court of proper jurisdiction to be invalid or unenforceable to any extent, then (i) a suitable and equitable provision shall be substituted therefore in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid and unenforceable provision, and (ii) the remainder of this Agreement and the application of such provision to the Parties or circumstances other than those to which it is held invalid or unenforceable shall not be affected thereby.

The provisions of each Article of this Agreement are not intended to limit any rights and remedies of the Seller or Buyer at law or in equity. Each of the Parties acknowledges and agrees that the other Party would be damaged irreparably in the event any of the provisions of this Agreement are not performed in accordance with their specific terms or otherwise are breached. Accordingly, each of the Parties agrees that the other Party shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and the terms and provisions hereof in any action instituted in any court having jurisdiction over the Parties and the matter (subject to the provisions set forth in Article 52 - CONSENT TO JURISDICTION above), in addition to other remedy to which they may be entitled, at law or in equity.

Events meeting both of the above criteria are referred to as “Force Majeure Events.” The Parties expressly acknowledge that Force Majeure Events do not include vandalism, the regulatory acts of governmental agencies, labor strikes, lockouts, labor difficulty, or the non-performance of third parties or subcontractors relied on for the delivery of the Product unless such failure or non-performance by a third party or subcontractor is itself caused by a Force Majeure Event, as defined above. Upon the occurrence of a Force Majeure Event, as long as the non-performing Party provides the other Party written notice of the Force Majeure Event within ten (10) days of its occurrence, the non-performing Party shall be excused from any further performance or observance of the affected obligation(s) for as long as such circumstances prevail, and such Party continues to attempt to recommence performance or observance to the greatest extent possible without delay.

This Agreement, together with People Soft Contracts, the Exhibits, Appendices, and Schedules attached hereto (and thereto), embodies and sets forth the entire Agreement and understanding of the Parties with respect to the subject matter herein and there are no promises, terms, conditions, or obligations, oral or written, expressed or implied, other than those contained in this Agreement. The terms of this Agreement shall supersede all previous oral or written agreements which may exist or have existed between the Parties relating to the subject matter of this Agreement. Neither Party shall be entitled to rely on any agreement, understanding, or arrangement which is not expressly set forth in this Agreement. Any amendments to this Agreement must be in writing and signed by the Parties to this Agreement.

        

Neither the failure nor delay on the part of a Party to require the strict performance of any term, covenant, or condition of this Agreement or to exercise any right or remedy available on a breach thereof shall constitute a waiver of any such breach or of any such term or condition. The consent to, or the waiver of, any breach, or the failure to require on any single occasion the performance or timely performance of any term, covenant, or condition of this Agreement shall not be construed as authorizing any subsequent or additional breach and shall not prevent a subsequent enforcement of such term, covenant, or condition.

The language in all parts of this Agreement shall be construed, in all cases, according to its fair meaning. Buyer and Seller hereby acknowledge that each Party hereto and its counsel have reviewed and revised this Agreement and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting Party shall not be employed in the interpretation of this Agreement. Whenever used herein, the words “include”, “includes” and “including” shall mean “include, without limitation”, “includes, without limitation” and “including, without limitation”, respectively. The masculine, feminine, or neutral gender and the singular or plural number shall each be deemed to include the others whenever the context so indicates. “Days” means calendar days unless other specified.

The headings used in this Agreement are for convenience only and are not a part of this Agreement nor affect the interpretation of any of its provisions.

This Agreement may be executed simultaneously in counterparts (and may be delivered by facsimile), each of which shall be deemed an original, but all of which together shall constitute a single agreement.

The following is a list of all hyperlinked documents and associated addresses (URLs).

Article 8A and Appendix B     D-13 Supplier Packing and Shipping Standard-2009 revision

        

Article 9    Buyer’s Quick Receive Guideline

    

Article 26A and Appendix B    Customs Invoicing Instructions

Article 31A2    CAD/CAM Supplier Design Data Requirements (TEM-PR-7.03)

Appendix B    Transportation Routing Matrix

    

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their respective duly authorized officers or representatives as of the day and year first above written.

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