Dorman Products - Terms & Condition of Sales

These terms and conditions (the “Terms”) apply to sales of products (“Goods”) by the member of the Dorman Products, Inc. group of companies (each, a “Seller”) that accepts and fills each purchase order proposal submitted to it by the purchaser of the Goods (the “Buyer”). These Terms apply to each purchase order proposal submitted to it by Buyer, except to the extent otherwise agreed in writing by Seller and Buyer.

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1. PURCHASE ORDER PROPOSAL

Each order form, form of purchase order or similar document submitted to Seller by Buyer for the purchase of Goods constitutes a purchase order proposal. Under no circumstances will Seller accept any responsibility whatsoever for purchase order proposals that have not been properly submitted, received and accepted in accordance with Seller’s policies and procedures.

2. ORDER ACKNOWLEDGEMENT

Seller reserves the right to accept or reject any purchase order proposal, in whole or in part, or to propose any modifications thereto. Any modifications made by Seller will be deemed to be accepted by Buyer unless expressly rejected within five (5) business days of communication by Seller to Buyer. If Seller accepts a purchase order proposal, Buyer will receive a communication providing the relevant information with respect to such accepted order, such as the name of the purchaser, the point of sale, the quantity ordered, the quantity shipped, the unit price and the shipment date (the “Order Acknowledgment”). For purposes of these Terms, an invoice accompanying the Goods delivered to Buyer may constitute an Order Acknowledgement. Seller shall not be bound by, and expressly rejects, additional or varying terms that differ from those contained in an Order Acknowledgement or these Terms.

3. FULFILLMENT

Seller will only fulfill purchase order proposals for which an Order Acknowledgment accepting the proposal has been sent to Buyer. The acceptance of a purchase order proposal by Seller is subject to availability of Goods. Seller will only fulfill purchase order proposals when Goods are in stock. Thus, unless the Order Acknowledgement is an invoice included with the Goods when delivered, the shipment dates provided in any Order Acknowledgment are merely approximate shipment dates; provided that Seller shall make all reasonable efforts to deliver the Goods according to the timeframe set forth in each Order Acknowledgement.

In the event Seller is not able to fulfill a purchase order proposal for any reason and an Order Acknowledgement has not been sent to Buyer, Seller shall not be obliged to issue any notification regarding the rejection of the purchase order proposal. The lack of an express answer from Seller shall not be considered in any way to be an acceptance or an assumption of liability by Seller with respect to such purchase order proposal.

4. INVOICES

In addition to the purchase price applicable to the Goods, each invoice will identify all applicable freight charges and taxes for which Buyer is liable.

5. TAXES

Buyer shall pay and be responsible for all taxes that are measured directly by the purchase price payments made by Buyer to Seller for the Goods and which Seller is legally required to collect and pay over to tax authorities. The taxes for which Buyer is responsible shall include sales, use and excise taxes and all duties, taxes and other fees associated with the importation of the Goods by Buyer into any jurisdiction in which it intends to sell the Goods, but shall exclude Seller’s franchise or business taxes, taxes based on Seller’s net income or gross receipts, and taxes from which Buyer is exempt by law as shown by a valid tax exemption certificate, when such a certificate is required.

6. PAYMENT TERMS

Payment of each invoice is due 30 days from the date of such invoice. Payments not received within 30 days of the invoice date will be considered late, and Buyer shall pay a late fee on all such unpaid amounts equal to the lesser of one percent (1.0%) per month or the highest rate allowed by applicable law. Seller will apply the payments it receives to outstanding balances of Buyer from prior months until the Buyer's account no longer has a past due balance.

7. INCIDENTS IN PAYMENT

If Buyer is late in payment or pays less than the total amount due for any invoice, Seller reserves the right to cancel any pending orders for Buyer as well as cancel delivery of those orders that have already been processed. Under no circumstances shall Seller be responsible for any possible delay, loss or expense that could arise as a result of late, delayed or incomplete payments by Buyer.

8. BACKORDERS

Unless otherwise specified, an order for any part or parts placed on backorder will be shipped on the next stock order. Backorders will be maintained in Seller’s system until they are shipped or canceled by Buyer. Buyer may not cancel any backorders for special order parts.

9. TITLE AND RISK OF LOSS

Title and risk of loss to Goods passes to Buyer upon Seller’s tender of the products to Buyer or Buyer’s designated carrier at Seller’s facility.

10. RETENTION OF SECURITY INTEREST

Where permitted by applicable law, Seller shall retain a purchase money security interest in the Goods sold until full and timely payment is made. With respect to sales within the United States, in the event of Buyer's failure to make full and timely payment, Seller may exercise all the rights and remedies of a secured creditor on default under the Uniform Commercial Code as enacted in the state where Seller is located. Buyer agrees to execute such financing statements and other documents as Seller may request in order to perfect Seller 's security interest.

11. WARRANTY AND WARRANTY DISCLAIMERS

(a) The warranty with respect to the Goods sold hereunder is set forth at the following link: https://www.dormanproducts.com/pages/products/warranty/index.aspx.

(b) EXCEPT AS SET FORTH IN PARAGRAPH 11(a) ABOVE, SELLER DISCLAIMS AND MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE.

12. LIMITATION OF LIABILITY

NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN THESE TERMS, SELLER WILL NOT BE RESPONSIBLE FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, OR FOR ANY COSTS OF PROCURING SUBSTITUTE GOODS, ANY LOSS OF USE, DATA OR PROFITS, OR ANY INTERRUPTION OF BUSINESS DAMAGES, ARISING OUT OF, OR IN CONNECTION WITH, ANY PURCHASE ORDER PROPOSAL OR ORDER ACKNOWLEDGEMENT, HOWEVER CAUSED, AND WHETHER OR NOT IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. SELLER'S AGGREGATE LIABILITY SHALL NOT EXCEED THE AMOUNT PAID OR OWED BY BUYER IN CONNECTION WITH THE ORDER TO WHICH SUCH CLAIM RELATES. THE FOREGOING LIMITATIONS AND EXCLUSIONS OF LIABILITY WILL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER BASED ON CONTRACT, STRICT LIABILITY, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL OR EQUITABLE THEORY OF LIABILITY, AND WHETHER OR NOT ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE.

13. COMPLIANCE WITH LAWS

Buyer shall at all times comply with all applicable laws and regulations.

14. TERMINATION FOR CAUSE

Seller may terminate any order or Order Acknowledgement for cause in the event of a Default by Buyer. "Default" means (a) Buyer's failure to comply with any of the Terms; (b) Buyer’s failure to make any payment when due or to give Seller, upon request, reasonable assurances of Buyer's future performance; or (c) Buyer’s insolvency, bankruptcy, liquidation or dissolution.

15. DEFAULT CANCELLATION

In the event of Default, Seller may, upon written notice to Buyer but without further liability to Buyer, (a) waive all or any part of the Default; (b) agree in writing to any change in or modification of any order as Seller may in its judgment deem advisable; (c) cancel any order in whole or in part; and/or (d) exercise any other rights or remedies Seller may have under applicable law.

16. FORCE MAJEURE

Seller shall have no liability for failure to perform, or delay in performance, in the delivery of any and all Goods caused by circumstances beyond its reasonable control including, but not limited to, acts of God, acts of nature, floods, fire, explosions, pandemics, war or military mobilization, governmental action or inaction, request of governmental authority, delays of any kind in transportation or inability to obtain material or equipment, acts of other governments, strikes, or labor disturbances.

17. INTELLECTUAL PROPERTY

Buyer acknowledges and agrees that Seller owns all patents, trademarks, copyrights, trade secrets, or other proprietary rights ("Intellectual Property'') in the Goods, unless otherwise noted. Buyer may not use Seller's Intellectual Property without prior express written approval from Seller.

18. CONFIDENTIAL INFORMATION

Buyer will consider all information furnished by Seller hereunder (including drawings, specifications, or other documents prepared by Buyer or Seller in connection with any order) to be confidential and will not disclose any such information to any other person or entity, or use such information itself for any purpose other than performing this agreement unless Buyer obtains Seller' written permission. Unless otherwise agreed in writing, no information disclosed in any manner or at any time by Buyer to Seller will be deemed secret or confidential, and Buyer will have no rights against Seller will respect thereto except such rights as may exist under patent laws.

19. JURISDICTION

These Terms shall be construed under the following laws: (i) where Seller’s principal place of business is within the United States, the laws of the Commonwealth of Pennsylvania and (ii) where Seller’s principal place of business is within Canada, the laws of the Province of British Columbia, and the federal laws of Canada applicable therein, in each case without regard to conflicts of law principles to the extent they would provide for the application of the laws of any other jurisdiction. Buyer irrevocably consents to the exclusive jurisdiction and venue of the federal and state courts located in the Commonwealth of Pennsylvania or the Province of British Columbia, as applicable, for the resolution of any disputes arising from or relating to this agreement. NOTWITHSTANDING THE FOREGOING, nothing in these Terms shall prevent Seller from seeking, and Seller shall be entitled to obtain, equitable and injunctive relief in any court of competent jurisdiction to prevent and enjoin any breach of this agreement by Buyer that causes, or could cause, or would cause, irreparable harm or otherwise diminish the value of any Intellectual Property. This Section shall survive the expiration or termination of this agreement. THE PARTIES MUTUALLY, EXPRESSLY, IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY FOR ANY PROCEEDINGS ARISING OUT OF, UNDER , OR IN CONNECTION WITH THESE TERMS.

20. RELATIONSHIP OF PARTIES

Each party shall be an independent contractor of the other party. Nothing in these Terms shall create, or be construed as creating, a joint venture, partnership, agency, or employment relationship between the parties hereto. Neither party shall have any right or authority to assume or create any obligations of any kind or to make any agreements, representations, or warranties on behalf of the other party, whether express or implied, or to bind the other party in any respect whatsoever.

21. REMEDIES

The rights and remedies provided to Seller herein will be cumulative and in addition to any other remedies provided by law or equity. Seller's waiver of a breach of any provision hereof will not constitute a waiver of any other breach.

22. SEVERABILITY

Any provision of these Terms that is finally determined to be unlawful will be deemed severed from each applicable order and every other lawful provision of these Terms will remain in full force and effect.

23. ASSIGNMENTS AND SUBCONTRACTS

No part of any order issued hereunder may be assigned by Buyer without the prior written approval of Seller. Seller may assign and/or delegate its rights and obligations hereunder without Buyer’s consent.

24. CUSTOMS

Buyer acknowledges that the Products and related technical information (the "Items") are subject to the export control laws and regulations of the United States. Buyer hereby agrees that Buyer will not export or reexport the Items except in compliance with all applicable U.S. export control and sanctions laws and regulations. Buyer further agrees that it shall not export or reexport the Items to Cuba, Iran, North Korea, Syria, the Crimea region of Ukraine, the so-called Luhansk People’s Republic, the so-called Donetsk People’s Republic or any other destination against which the United States or Canada has imposed an embargo; or to anyone on a restricted party list for export controls or sanctions purposes (see https://legacy.export.gov/csl-search), except as authorized pursuant to applicable U.S. laws and regulations.

25. LANGUAGE

Buyer and Seller herby confirm their express wish that these Terms and all documents relating hereto be drawn up in English only, but without prejudice to any such documents or instruments which may from time to time be drawn up in French only or in both English and French. Buyer confirms that a French version of these Terms has been first made available to it at the following link: https://static.dormanproducts.com/document/web/corporate_terms-of-sale_fr.pdf.