NORTH AMERICA PURCHASE ORDER TERMS AND CONDITIONS

Rev. 10/22/2018

NORTH AMERICA PURCHASE ORDER TERMS AND CONDITIONS

These NORTH AMERICA PURCHASE ORDER TERMS AND CONDITIONS (these "Terms and Conditions") apply to any purchase order ("PO") pursuant to which the Buyer purchases goods or services (collectively, whether tangible or not, "Goods") from the Supplier. Purchases by Buyer of Goods by purchasing card, check request, telephone or any other method will be subject to these Terms and Conditions and will be deemed to be "PO's" under these Terms and Conditions.

SECTION 1. ACCEPTANCE; INSPECTION AND TESTING; AFFILIATES' PO's

A. Each PO will be deemed to have been accepted by Supplier upon the first to occur of the following events: (i) written acceptance of the PO by Supplier; (ii) acceptance by Supplier via an electronic transmission sent in accordance with any electronic communication standards; (iii) Supplier's first performance of the work or services called for in the PO; or (iv) Supplier's failure to deliver written objection to Buyer concerning the PO within five (5) business days after Supplier's receipt of the PO. Each such PO that is accepted by Supplier will constitute a separate contract between Supplier and the Buyer that issued the PO.

B. Supplier will submit to Buyer all production, functional and quality control test reports and other data as may be requested by Buyer from time to time concerning the Goods, in order that Buyer can ensure quality control. Upon Buyer's request, Supplier grants to Buyer the right to enter Supplier's premises during Supplier's normal business hours to make such inspection and examination as Buyer may deem appropriate and agrees to fully cooperate with Buyer in effecting such an inspection.

C. All Goods ordered will be subject to final inspection and test by Buyer. Such inspection will be made within a reasonable time after receipt, irrespective of day of payment, and any Goods which are not fully satisfactory to Buyer may be rejected by notice to Supplier. Said rejected Goods are to be replaced with acceptable Goods within the fastest reasonable time after notice of rejection or, at the option of Buyer, exercised by written notice, the quantity of Goods may be reduced by the number of rejected Goods and any applicable payments made by Buyer will be refunded by Supplier. Payment by Buyer will not constitute an acceptance of Goods or a waiver of any rights of Buyer hereunder.

D. Affiliates' PO's. Buyer's Affiliates may acquire services and Goods directly from Supplier under the same terms and conditions as contained in this Agreement by issuing a PO under its corporate name and referencing this Agreement, which will constitute a separate agreement with Supplier. Supplier will offer the same pricing for such services and Goods to such Affiliates that it offers to Buyer without objection. If applicable, acquisitions by such Affiliates will apply toward Buyer's cumulative dollar volume, and such Affiliate will receive discount percentages as apply to Buyer. Each such PO that is accepted by Supplier constitutes a separate contract between Supplier and such Affiliate that issued the PO, and none of Buyer or any other Affiliates will have any liability under such PO. Any default under such PO or otherwise under this Agreement by Buyer or Affiliate will not constitute an event of default by any other Affiliate of Buyer or Buyer, respectively under any other PO or this Agreement. For purposes of this Agreement, an "Affiliate" of a party means any business entity that, either directly or indirectly; (i) is controlled by; (ii) is under common voting control with; or (iii) has control over such party, as the case may be, where "control" means the ability to vote greater than fifty percent (50%) of the outstanding voting securities in such business entity.

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SECTION 2. PERFORMANCE AND SHIPMENT

A. Time and quantity are the essence of a PO. Unless otherwise specified, delivery times specified in the PO are the times of delivery of the Goods at Buyer's designated place of delivery or destination.

B. Supplier will pack, mail, label and ship all Goods to be delivered DDP Buyer's facility (Incoterms 2010) unless otherwise stated in the PO in an appropriate and suitable manner selected by Supplier that will ensure the lowest transportation cost for which Buyer is responsible, if any, in the absence of specific instructions contained herein, and title and risk of loss will transfer to Buyer's at Buyer's delivery location. Unless otherwise specified, prices for any Goods will include all delivery costs. Buyer's count of the Goods will be final as to all shipments not accompanied by packing list. Supplier will inform Buyer immediately of any occurrence which will or is expected to result in any delivery of any time or in any quantity not specified in a PO and also of corrective measures which Supplier has taken to minimize the effect of such occurrence.

SECTION 3. CHANGES

A. Buyer will have the right at any time to change a PO as to specifications, quantity, delivery, packaging or means of shipments for a PO. Supplier's receipt of Buyer's notice of change without response received by Buyer within ten days or shipment or other performance reflecting the change, whichever occurs first, will be Supplier's acceptance of the change without any price or other adjustment to a PO.

B. Supplier will make no change in the Goods, including in any material, services or labor covered hereby, whether by change in or departure from specifications, by change in design, manufacture, process, machinery, dies and molds, standard or method, or by change in material or composition, whether any such change is at the initiative of Supplier or its supplier, without Buyer's prior written consent.

SECTION 4. SUPPLIER'S WARRANTIES

A. Supplier warrants that the Goods, including material and work, furnished hereunder will be of the highest grade and quality unless otherwise specified by Buyer in writing; will not be less than merchantable and fit for the particular purpose(s) known by or disclosed to Supplier as applicable thereto; will meet specifications, drawings, or standards agreed upon or samples submitted or approved by Buyer; will conform to the PO; and will be free and clear of all liens, encumbrances or security interests; and will conform to all applicable laws.

B. In the event that any Goods are not in compliance with any warranty hereunder or are otherwise defective, Buyer may (without limitation or exclusion of any other right of Buyer) return such Goods to Supplier, who will refund and return to Buyer the cost of such Goods (including any taxes and freight) plus return freight, or (at Buyer's option) repair or replace such Goods at Supplier's cost and expense.

SECTION 5. PAYMENT; TAXES

A. Payment.

1. Unless otherwise set forth in the applicable PO or if there is a bona fide dispute with respect to payment of such invoice or a portion of the invoice, Buyer will pay each properly billed itemized invoice within thirty (30) days of receipt. If there is a bona fide dispute regarding any invoice rendered or amount paid, the disputing party will notify the other party by written notice, and the parties will use their best efforts to resolve such dispute expeditiously. The time for paying the portion of the invoice in dispute will be extended by a period of time equal to the time between

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receipt of such notice and the resolution of such dispute. Undisputed portions of any invoice will be paid as stated above. Payment by Buyer will not relieve Supplier of its obligation to perform services in accordance with the PO or constitute a waiver or acceptance of any defects or defaults.

2. Supplier will submit invoices to Buyer or Buyer's address listed in the PO.

3. If there is a delay of one hundred twenty (120) days or more in the delivery of any type of invoice to Buyer, the amount of such invoice due and payable by Buyer in accordance with this Agreement may be forfeited at Buyer's sole discretion, and no further payment obligations by Buyer with respect to the delayed invoice will be due.

B. Taxes. All prices set forth in or with reference to each PO will include delivery (including shipping and Handling) to Buyer's location and will list or be inclusive of applicable taxes (except those based on Supplier's net income, revenues and the like, those exempted as described in this Section 5(f), or as otherwise specified by Buyer), excise taxes, duties, importation fees, and any other fees directly related to the Goods, except only as otherwise specified by Buyer.

1. Applicable Exemptions. Without limiting the foregoing, to the extent that any Goods provided by Supplier under any PO are subject to sales and use tax in a state or other jurisdiction in the U.S. in which the Buyer has a direct pay permit as described on Buyer's supplier portal ("Supplier Portal") found at or its successor site, Buyer will be responsible for paying such taxes pursuant to its direct pay permit authority. In furtherance of the foregoing, none of Supplier, any subcontractor to Supplier, nor any supplier to Supplier will include any allowance or amount for that state's or other jurisdiction's sales tax in calculating any payments due under any PO, whether by applicable for payment, change order or otherwise in connection with the performance of the applicable PO. Buyer will not pay or reimburse Supplier, its suppliers or subcontractors for any sales, use, excise, value-added, duty or other tax, fee or assessment, incurred on the purchase of Goods if an exemption is or could have been obtained. Whether or not sales tax due, Supplier's invoice must provide applicable information as required by State or other jurisdiction's law to determine the purchased amount that is taxable, exempted and/or excluded from tax.

2. Withholding. Supplier is required to provide Buyer various tax related information, including but not limited to, as applicable, a signed W-9 or originally signed W-8, and other applicable forms including all supplemental information with a correct taxpayer identification number. If Supplier fails to provide Buyer with the appropriate tax information, fails to provide correct information or backup withholding is required under applicable Laws, Buyer may impose back-up withholding. Any liability arising out of inaccurate information or the lack of information from Supplier, where Buyer relied on that information, will be due and recoverable exclusively from the Supplier regardless of whether the applicable governmental agency bills or assesses Supplier or Buyer.

3. Canadian Sales Tax. Canadian federal and provincial sales tax, including, without limitation, GST, HST, QST and PST, should only be charged as required under applicable federal and/or provincial sales tax legislation and only if Supplier provides proof to Buyer that it is a registered tax collector. If GST, HST and/or QST is to be charged to and paid by Buyer, Supplier's invoice must provide information required by the applicable federal and/or provincial legislation for an input tax credit or refund.

4. Value Added Tax. If value added tax is to be charged to and paid by the Buyer, the invoice must provide applicable information as required by the applicable country's law for a credit or refund.

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5. Supplier Taxes. Each party will be responsible for personal property taxes on property it owns or leases (lessor), for franchise and privilege taxes on its business, and for taxes based on its net income or gross receipts (seller). Without limiting the foregoing sentence, Supplier is responsible for any applicable Ohio CAT and Alabama rental tax on sales or leases to Buyer. Supplier will be responsible for any sales, use, excise, value-added and other similar transactional taxes payable by Supplier on any goods or services used or consumed by Supplier in providing the Goods if such used or consumed goods or services are not transferred or deemed to be transferred to Buyer under the applicable PO. Supplier will not charge Buyer for any taxes other than those to be included in the price of the Goods in the applicable PO, unless as otherwise provided herein or in the PO.

6. Buyer Taxes. Buyer will be responsible for any sales, use, excise, value-added or other tax that is assessed as applicable on the Goods. The Buyer will not be responsible for any sales, use, excise or other tax that could have been avoided by Supplier.

7. Cooperation. Supplier will notify Buyer of any claim for taxes asserted by applicable taxing authorities for which Buyer is responsible hereunder. The parties agree that with respect to any claim arising out of a form or return signed by a party to any PO, such party will have the right to elect to control the response to, and settlement of, the claim, but the other party will have reasonable rights to participate in the responses and settlements that are appropriate to its potential responsibilities or liabilities. If Buyer requests Supplier to challenge the imposition of any tax and a taxing authority's jurisdiction does not afford Buyer the opportunity to participate on its or their own behalf, Buyer will reimburse Supplier for the reasonable legal fees and expenses that it incurs. Buyer will be entitled to any tax, fees or interest refunds or rebates granted to the extent such refunds or rebates are of taxes that were paid by Buyer or were the responsibility of Buyer under any PO. Upon request, the parties will cooperate in obtaining and furnishing to each other certificates, direct pay permits, or other evidences of inapplicable of, or exemption from, any sales, excise or other taxes or duties to which any party may be entitled.

SECTION 6. INTELLECTUAL PROPERTY; BUYER'S PROPERTY; DOCUMENTATION

A. Intellectual Property.

1. Except as may otherwise agreed in writing, all inventions, products, processes, apparatus, or designs, patentable or unpatentable, conceived, invented, or originated by either party prior to the date of the applicable PO, will remain the property of that party.

2. If Buyer and Supplier engage in joint research or development activities related to the Goods or otherwise, or Supplier makes improvements or enhancements to Buyer's Confidential Information or intellectual property, Buyer and Supplier may agree in writing on the ownership of patents, design patents, trademarks, copyright or other industrial or intellectual property rights ("Intellectual Property") to inventions, devices, or designs to be achieved or developed in such activities before commencing any or each such development activity. In the absence of such written agreement or any prior written agreement with respect to such development activity, ownership of Intellectual Property will belong to Buyer. Supplier agrees that each of its employees and other parties under its control are subject to obligations that will vest ownership of such Intellectual Property in Buyer. In connection therewith, Supplier will require its employees and anyone else under its control to execute assignments and other documents (to the extent permitted under applicable law, including a waiver of moral rights by the author of any work of copyright) necessary to vest ownership of such intellectual property in Buyer.

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B. Buyer's Property. Unless otherwise specified in a separate written agreement between Buyer and Supplier, all tools, equipment, dies and jigs, drawings, specifications and other similar materials furnished to Supplier or paid for or to be paid for by Buyer will be and remain the sole property of Buyer, will be plainly marked and/or otherwise clearly identified by Supplier as "Property of Honda" will be stored separate and apart from Supplier's property, will be treated as confidential and used so as to prevent disclosure inconsistent herewith, will not be used except pursuant to a PO, will be subject to Buyer's immediate possession on demand (and Supplier specifically waives, as consideration for a PO, any lien or other possessory right with respect thereto) and, in any event, will be returned to Buyer simultaneously with final shipment under or termination of a PO. Supplier will not alter Buyer's property without written approval of Buyer. Supplier assumes all risks and liability for loss or damage thereto, except for normal wear and agrees to permit inspection and supply detailed statements of inventory upon request of Buyer.

C. License to Documentation. To the extent that Supplier provides Buyer with any operation, maintenance or training manuals or any specifications, including layouts, drawings and diagrams of the Goods (collectively, "Documentation"), Supplier grants Buyer and its affiliates a nonexclusive, perpetual license to use, copy and distribute any Documentation.

SECTION 7. CONFIDENTIALITY AND PRIVACY

A. Confidentiality. Supplier recognizes and acknowledges that in the course of performing its duties and obligations under these Terms and Conditions it may have access to Buyer's trade secrets and confidential or proprietary information ("Buyer Information"). Supplier agrees to implement such controls and protections as used by Buyer from time to time for the protection of Buyer Information. Supplier will not at any time, nor will it permit any of its employees, subcontractors or agents to, directly or indirectly reproduce, disclose, divulge, disseminate, publish, reveal, or otherwise make known to any third party, except to Supplier's employees, accountants and outside counsel on a need-to-know basis, any such Buyer Information. In connection therewith, Supplier agrees that each of its employees and other parties under its control is subject to confidentiality obligations to Supplier that are at least as restrictive as those obligations contained herein. Upon request of Buyer, Supplier will obtain written acknowledgement of the same from each such employee and other party. Supplier will return all Buyer Information upon request by Buyer from time to time The obligations of Supplier hereunder will survive the termination of these Terms and Conditions.

The parties hereto agree that disclosure by Supplier or by any of its employees, subcontractors or agents of any such Buyer Information in violation of the terms of these Terms and Conditions would cause immediate and irreparable injury, loss and damage to Buyer and that an adequate remedy at law for such injury, loss and damage may not exist. Therefore, Supplier agrees that, in the event of a disclosure or threatened disclosure of such Buyer Information by any such party through any means whatsoever, Buyer may terminate the PO for cause and may, in addition to any other remedies to which it may be entitled, (i) demand the return of any and all documents or other tangible items which reflect, reveal, disclose, constitute, compromise, or embody such Buyer Information and any or all copies thereof, whereupon Supplier and/or such employee, subcontractor or agent will promptly comply with such demand, (ii) be entitled to institute and prosecute any and all court proceedings necessary to obtain temporary and/or permanent injunctive relief to enforce any provision hereof, without the necessity of proof of actual injury, loss or damage, and (iii) recover damages, losses, and expenses of any nature, including without limitation attorneys' fees, arising out of, resulting from or otherwise relating to such disclosure or threatened disclosure. Anything contained in this Section to the contrary notwithstanding, Supplier will not be required to return or deliver any documents or other tangible items relating to such Buyer Information, if such return or delivery would directly violate any express provisions of an applicable order of a court of competent jurisdiction. It is the intention of the parties hereto that, in

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enforcing the provisions of this Section, a court may take into consideration, among other factors, Buyer's interest in maintaining the confidentiality of such Buyer Information. Anything contained in this Section to the contrary notwithstanding the provisions of this Section are not intended to cover information (other than personal information as defined in applicable privacy laws) that is in the public domain or becomes generally known.

B. Privacy. Supplier agrees to implement such controls and protections as used by Buyer from time to time for the protection of personal information (as defined in applicable privacy or similar legislation) and other information to which the Supplier has access to or collects in connection with any PO. All personal information will be kept absolutely confidential and will not be used for any purpose other than for the performance of such PO. Supplier will return all personal information to Buyer upon request and will not retain any copies thereof. If Supplier is conducting telemarketing or fax marketing to Buyer's customers, it will comply with Buyer's Do Not Call List and all laws relating to "Do Not Call" registries in the applicable jurisdiction. If Supplier is given access to Buyer's Do Not Call List or any other "Do Not Call" registry, it will only use such information in the manner designated by Buyer from time to time and will not use these lists for any other purposes. In the event that any customer advised Supplier that they do not wish to be contacted for telemarketing or fax marketing purposes, Supplier will convey this information to Buyer. In the event of a conflict between this section and any other part of these Terms and Conditions, the terms of this section will prevail.

C. Other Agreements. The obligations in this Section supplement but do not supersede any other confidentiality and/or nondisclosure agreements between the parties.

D. The terms of this section will survive any termination or expiry of the applicable PO and these Terms and Conditions.

E. Whistleblower Protection. Notwithstanding anything to the contrary in this Agreement or any other agreement between the Parties, the Parties understand and agree that nothing in this Agreement or any other agreement between the Parties prohibits, or is intended in any manner to prohibit, Company or any of its Representatives from reporting possible violations of federal law or regulation to any governmental agency or entity, including but not limited to the Department of Justice, the Securities and Exchange Commission, Congress, and any agency Inspector General, or making other disclosures that are protected under the whistleblower provisions of federal law or regulation and neither the Company nor any of its Representatives (a) needs the prior authorization of anyone at Honda, including Honda's legal counsel to make any such reports or disclosures, or (b) is required to notify Honda that such reports or disclosures have been made. Without limiting the foregoing, nothing in this Agreement is intended to interfere with or restrain the immunity provided under 18 U.S.C. section 1833(b) for confidential disclosures of trade secrets to government officials, or lawyers, solely for the purpose of reporting or investigating a suspected violation of law; or in a sealed filing in court or other proceeding. Supplier will ensure it complies and gives the requisite notice of immunity set forth in Section 1833(b) in any agreement, including any updates, Supplier enters into with any employee, consultant or contractor working on the subject matter/project at issue in this Agreement.

SECTION 8. NO ADVERTISING

Without Buyer's prior written consent by an authorized representative, Supplier will not advertise or publish in any manner that Supplier has contracted with, or has furnished Goods to Buyer. Supplier will not use any name, trade name, logo, marks (whether registered or not), or any confusingly similar formatives thereof, or related photos, materials, or documents (including but not limited to the deliverables and work product) belonging to Buyer or any of its Affiliates in its marketing and promotional materials, including but not limited to press releases, brochures, annual reports and/or company websites, without the prior

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written consent of an authorized representative of Buyer on each and every occasion. All requests for authority to approve any publication must be authorized in accordance with the Buyer's approval requirements at Buyer's sole discretion through Buyer's public relations/corporate affairs and communications department or as otherwise duly authorized by Buyer and permitted by Buyer's policy. In addition, Supplier will not disparage Buyer or its products or services or take any action that is likely to damage or disparage the goodwill or reputation of Buyer.

SECTION 9. TERMINATION

A. Termination by Buyer. Buyer may at any time terminate a PO in whole or in part by written notice, whereupon Supplier will terminate work pursuant to the terms of such notice and without any further liability of Buyer or Supplier.

B. Effect of Termination on POs for Custom Goods. If Goods ordered hereunder are made specifically for Buyer and cannot be sold to other purchasers ("Custom Goods"), upon termination by Buyer, Supplier will promptly advise Buyer of the quantities of applicable work and material on hand or purchased prior to termination and the most favorable disposition that Supplier can make thereof. Supplier will comply with Buyer's instructions regarding disposition of such work and material. All claims by Supplier based on such termination must be asserted, in writing and in full, within sixty (60) days from the date of notification of the termination, or order price of finished work and the cost to Supplier, excluding profit or losses, of work in process and raw material less, however (i) the agreed value of any items used or sold by Supplier with Buyer's consent and (ii) the reasonable value or cost (whichever is higher) of any defective, damaged or destroyed work or material and any items sold or used by Supplier without Buyer's consent. Buyer will make no payment for finished work, work in process or raw materials fabricated or procured by Supplier unnecessarily in advance or in excess of Buyer's delivery requirements. The payment provided for in this clause will constitute Buyer's only liability in the event a PO for Custom Goods is terminated as provided herein. The foregoing provisions of this section will not apply to any termination by Buyer for Supplier's default or breach.

C. Effect of Termination of POs for Non-Custom Goods. To the extent an PO covers items normally carried in inventory by Supplier (as distinguished from Custom Goods), Buyer will not have liability for any termination of the PO, in whole or in part, prior to actual shipment or for any termination, except that, within ten days after receipt of Goods by Buyer, its liability will be limited to returning said Goods and, with respect to conforming Goods, reimbursing Supplier for direct cost of handling and transportation.

SECTION 10. LIABILITY; INDEMNIFICATION

A. Liability of Affiliates. Except as set forth in these Terms and Conditions, any affiliate of Buyer that is not a party to a PO hereunder has no obligations, liabilities, or responsibilities under such PO. Any default under such PO or otherwise under these Terms and Conditions by Buyer will not constitute an event of default by any affiliate of Buyer under any other PO or these Terms and Conditions.

B. Insurance. Supplier, at its sole cost, and before commencement of providing Goods to Buyer, will procure and maintain from such insurers as are acceptable to Buyer, throughout the term of this agreement or any PO, insurance coverage in appropriate amounts or as requested by Buyer, but in no event less than the following coverages: (i) Workers' Compensation in accordance with the provisions of applicable laws and regulations; (ii) Commercial General Liability insurance on an occurrence basis with minimum limits of $1,000,000 per occurrence, $2,000,000 aggregate, covering all of Supplier's operations; and (iii) Business Automobile Liability insurance covering the use of all owned, non-owned and hired vehicles with a minimum combined single limit of liability of $1,000,000 per accident. All

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such policies, except Workers' Compensation, will name Buyer, its parents, subsidiaries and affiliates, and their respective officers, agents, representatives and employees as additional insureds for work performed under or incidental to any PO, and will include a waiver of subrogation in favor of Buyer. Supplier will provide Buyer with a certificate of insurance, properly completed and signed by an authorized insurance company representative, upon request. The limits of insurance or applicable deductibles will not limit the liability of Supplier nor relieve Supplier of any liability or financial responsibility. Any deductible or self-insured retention will be the responsibility of Supplier. Such insurance as is afforded by any policies contemplated herein for the benefit of Buyer will be primary and non-contributory as respects any claims, losses or liability arising directly or indirectly from Supplier's operations.

C. Indemnification. Supplier will defend, indemnify, and hold harmless Buyer and Buyer's affiliates and subsidiaries and each of their respective officers, directors, employees, and agents from and against any loss, cost, liability, claims, demands, or lawsuits, including attorney and other professional fees, arising from or relating to (i) the acts and omissions of Supplier's employees, agents, subcontractors or other representatives; (ii) the Goods or any trade names, trademarks, copyrights, patents or other intellectual property related thereto; or (iii) Supplier's performance hereunder. For the sole purpose of furthering the foregoing obligation of indemnity, Supplier hereby expressly waives any and all statutory and/or constitutional immunity to which, but for this waiver, it might be entitled (i) as an employer in compliance with applicable workers' compensation laws or (ii) under any other employee benefit statutes or similar laws of any jurisdiction.

SECTION 11. FORCE MAJEURE

If by reason of acts of God, winds, fires, epidemics, landslides, floods, droughts, acts of public enemies, acts or orders of any kind of any governmental authority, insurrection, military action, war, whether or not declared, sabotage, riots, civil disturbances, explosions or partial or entire failure of utilities that is not resulting from the fault or negligence of the delayed party (each, a "Force Majeure Event"), either Buyer or Supplier is unable in whole or in part to carry out its duties and obligations, such party will not be deemed to be in default during the continuance of the Force Majeure Event; provided, however, that a Force Majeure Event will not include lock-out, shortage of labor, shortage of funds, lack of or inability to obtain raw materials, fuel or supplies (unless caused solely by priorities, restrictions or allocations imposed by governmental authority), or any other industrial disturbance. The non-performing party will immediately notify the party to which performance is due and describe in a reasonable level of detail the circumstances causing such failure or delay. With respect to Supplier's priorities, Buyer will not be treated as a lower priority than any other customers of Supplier. The parties will use commercially reasonable efforts to remedy with all reasonable dispatch the cause or causes of the Force Majeure Event. During the period of Force Majeure Event, Buyer is entitled to cancel the affected PO with no liability and purchase the Services elsewhere.

SECTION12. BUSINESS PRACTICES OF SUPPLIER

A. Buyer's Policies. Supplier and Supplier's employees, agents, personnel, subcontractors and representatives ("Supplier Personnel") will meet and at all times comply with all of Buyer's policies and procedures, including, without limitation, the Compliance and Ethics Policy, provided to Supplier or Supplier Personnel and/or described on the Supplier Portal (collectively, "Buyer's Policies").

B. Conflict Minerals. Supplier agrees to provide Buyer at Supplier's expense with such other documentation or information that Buyer deems necessary or appropriate, and agrees to participate in any reasonable country of origin inquiry, any due diligence exercise, and any independent audit to confirm compliance with these Terms and Conditions, or to determine if Supplier is supplying Buyer

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