Intercopac v. Lear 25 - Reply in Support of Motion To Compel Arbitration

Case 3:15-cv-00405-DCG Document 25 Filed 09/15/16 Page 1 of 13
IN THE UNITED STATES DISTRICT COURT

FOR THE WESTERN DISTRICT OF TEXAS
EL PASO DIVISION
INTERNATIONAL CORRUGATED & §

PACKING SUPPLIES, INC., §
Plaintiff, §
§
v. §
CIVIL ACTION NO.:
§
3:15-cv-00405-DCG
LEAR CORPORATION AND LEAR §
MEXICAN SEATING CORPORATION §
formerly known as LEAR TRIM L.P., §
Defendants §
§
LEAR CORPORATION AND LEAR MEXICAN SEATING CORPORATION’S REPLY

IN SUPPORT OF MOTION TO COMPEL ARBITRATION AND TO DISMISS
OR IN THE ALTERNATIVE, STAY PROCEEDINGS
1. Plaintiff International Corrugated & Packing Supplies, Inc. (Intercorpac) seeks to
avoid enforcement of the arbitration agreement made a part of the very transactions on which it
brought suit by professing it was unaware of the Terms and Conditions and arguing Lear has
waived the contractual right to arbitration. The efforts to avoid the arbitration agreement is
absolutely groundless because there is no evidence to support it and it contravenes the governing
law of Michigan.
A. Introduction.
2. Defendants Lear Corporation and Lear Mexican Seating Corporation filed their motion
to compel arbitration based on the arbitration clause in the Terms and Conditions incorporated by
reference in the purchase orders governing the sale of materials at issue. (Dkt. 19). Intercorpac
filed a response with the affidavit of its operations manager. (Dkt. 23). In that response
Intercorpac does not dispute that the claims it asserts in this litigation arose from a series of sales
of packing materials to Defendants Lear Corporation and Lear Mexican Seating Corporation that
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spanned several years. Neither the response or affidavit dispute that the purchases were made
based on a series of written purchase orders issued by Lear. While stating that orders were
placed by “phone call or email,” the affidavit omits that the originating purchase orders would be
delivered by email. Telephone calls would only be used to order additional materials under an
existing purchase order. For example, exhibit 1 to Intercorpac’s amended complaint (Dkt. 3-2)
lists six invoices based on purchase order PU22900.
3. Intercorpac has not disputed that those purchase orders incorporated by reference the
Lear Corporation Purchase Order Terms and Conditions, not just by the title of the document,
but also with the web address where the full text of the document could be obtained on Lear’s
web site. Intercorpac does not deny the Terms and Conditions include an arbitration section and
its claims are within the scope of that provision. Instead of disputing those uncontested facts,
Intercorpac makes three arguments to avoid the obligation to resolve this dispute through
arbitration. It argues first that it is not bound by the agreement because it was not asked to sign
and did not sign a written agreement to arbitrate; second, that it, or at least its operations
manager, was ignorant of the existence of the terms and conditions referenced on the face of the
purchase orders; and third, that even if there is an agreement Lear has waived its right to compel
arbitration.
II. Response to Intercorpac’s Arguments.
A. Arbitration was Part of the Agreement.
4. Intercorpac’s first claim is that no arbitration agreement exists because “Plaintiff was
not a signatory to an arbitration agreement.” (Dkt. 23, par. 8). None of the cases cited by
Intercorpac hold that an agreement to arbitrate can only be established by a writing signed by the
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parties to the agreement. First Options of Chicago, Inc. v. Kaplan, 1 involved an agreement the
Kaplans “had not personally signed.” 514 U.S. 938, 941 (1995). Nevertheless, the court
proceeded to consider the issue of how arbitrability is to be determined rather than finding there
was no agreement. Intercorpac also cites In re Big 8 Food Stores, but that opinion does not
support its position because that court held that under both Texas law and the Federal Arbitration
Act a written agreement signed by the parties is not required. 166 S.W.3d 869 (Tex.App.—El
Paso 2005, orig. proceeding). Citing Valero Ref. Inc. v. M/T Lauberhorn, 813 F.2d 60, 63-64 (5th
Cir. 1987).
5. The governing rule of both Texas and Michigan 2 rests on the well-established principle
of contract law that documents incorporated by reference are part of a contract. See Owen v.
Hendricks, 433 S.W.2d 164, 166 (Tex. 1968); Naturipe Foods, LLC v. Seigel Egg Company,
Inc., No. 327172 (Mich.App. Sept. 8, 2016). 3 Documents incorporated by reference need not be
attached. See LDF Construction v. Texas Friends of Chabad Lubavich, Inc., 459 S.W.3d 720,
729 (Tex.App.—14th Dist. 2015, no pet.); Naturipe Foods, supra. The Texas Supreme Court
applied this rule in In re Bank One, N.A., when it held an that agreement to arbitrate incorporated
by reference on a bank signature card was enforceable. 216 S.W.3d 825, 826 (Tex. 2007). That
court has noted that failure to apply this general contract rule to arbitration agreements would
likely violate the Federal Arbitration Act. In re Weekley Homes, L.P., 180 S.W.3d 127, 131 n. 16
(Tex. 2005).
1
By citing authority applying the Federal Arbitration Act, 9 U.S.C. §§ 1–15, Intercorpac
apparently concedes that Act applies here.
2
Lear cites both Texas and Michigan law throughout this memorandum because the relevant
Terms and Conditions contain a Choice of Law provision requiring application of Michigan law.
Exhibit A, attachment 1. p. 23, ¶ 50.
3
A copy is attached as Exhibit B.
3
6. The controlling Michigan law is the same. In Spartech CMD, LLC v. Int'l Auto.
Components Grp. N. Am., Inc., No. 08-13234, 2009 WL 440905, at *5 (E.D. Mich. Feb. 23,
2009), 4 the court held that an arbitration clause in online terms and conditions incorporated by
reference into a purchase order was enforceable. Other federal courts follow this rule. See
Thompson-CSF, S.A. v. American Arbitration Association, 64 F.3d 773, 776 (2nd Cir. 1995);
United State Fidelity v. West Point Construction Company, Inc., 837 F.2d 1507 (11th Cir. 1988)
(arbitration clause in subcontract incorporated by reference found enforceable); Continental U.K.
Ltd. v. Anagel Confidence Compania Naviera, S.A., 658 F.Supp. 809, 813 (S.D.N.Y. 1987)
(arbitration clause incorporated into a bill of lading). The law is clear, a separate written
memorandum of the agreement signed by an agent of Intercorpac is not required for an
enforceable arbitration agreement.
B. Intercorpac’s Failure to Read the Terms and Conditions Does Not Affect Lear’s Right
to Arbitration.
7. Intercorpac’s second argument is that it is not bound by the arbitration agreement
because its operations manager denies knowledge of the terms and conditions containing the
arbitration agreement. It offers the affidavit of its operations manager in support. (Dkt. 23, Ex.
1). The affidavit does not deny that Intercorpac’s sales to Lear were based on printed purchase
orders or that Intercorpac received those purchase orders. Instead he simply states that “I never
accessed any website for Lear and was never told that I was required to do so.” (Dkt. 23, Ex. 1).
Intercorpac’s failure to access or review the Lear Corporation Terms and Conditions does not
affect the validity of those terms and conditions as part of the contract. A party with notice and
access to contract terms is bound by those terms even if they have not read them, and it makes no
difference that the access is provided in electronic format. See, Barnett v. Network Solutions,
4
A copy is attached as Exhibit C.
4
Inc., 38 S.W.3d 200, 204 (Tex.App.—Eastland 2001, pet. denied); Spartech CMD, LLC v. Int'l
Auto. Components Grp. N. Am., Inc., No. 08-13234, 2009 WL 440905, at *5 (E.D. Mich. Feb.
23, 2009) (arbitration clause in online terms incorporated into a purchase order). See also
Naturipe Foods, supra (“a party is bound by the terms of an incorporated document even if the
party has never seen the document”) citing Ginsberg v Myers, 215 Mich 148, 150-151; 183 N.W.
749 (1921). A party is deemed to have notice of contract terms when it is provided with the
reference to the terms, it is not required to have actual notice in the sense it was consciously
aware of the terms.
8. The Fifth Circuit recently addressed this very issue in One Beacon Insurance Company
v. Crowley Marine Services, 648 F.3d 258 (5th Cir. 2011). There a ship owner issued repair
service orders (RSO) to a repair service company. The RSOs incorporated by reference terms
and conditions available on the owner’s web site. Id. at 263. The terms and conditions were not
discussed orally by the parties, were never provided in print and the online location was not
specific, it only gave directions on where to look on the web site. It was undisputed the service
company never went to look at the terms and conditions. Id. at 264. The service company
completed the work and issued an invoice without objecting to the terms and conditions. Id.
Applying the principles discussed above the district court found, and the Fifth Circuit agreed, the
terms and conditions were a part of the contract and enforceable against the service company.
9. Here Intercorpac had more opportunity to review the Terms and Conditions than the
claimant in One Beacon Insurance. The Lear Corporation Purchase Order Terms and Conditions
were not only incorporated by reference on the face of the purchase orders, virtually every
purchase order contained both the title of the document and a specific address to access the
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document. Like the service company in One Beacon Insurance, Intercorpac accepted those terms
by providing materials under the purchase orders without objecting to the Terms and Conditions.
10. Attached to this reply as exhibit A is the affidavit of Lear Vice President of North
American Purchasing, Larry Vano, authenticating a copy of the Lear Corporation Purchase Order
and the Terms and Conditions dated March 1, 2006. The affidavit confirms that the document
was available online at the address listed. The affidavit states that it has become standard
practice in the industry to include a reference and link to terms and conditions in a purchase
order. Section 1 of the Terms and Conditions mirrors the holding of One Beacon Insurance by
providing that each order is “deemed accepted upon the terms and conditions” by
commencement of work on goods. The affidavit authenticates 22 purchase orders which form
the basis of the invoices currently in dispute. 5 It explains that two purchase orders identified in
the exhibits to Intercorpac’s complaint are not valid purchase order numbers and an additional
purchase order was not issued to Intercorpac.
11. Under the applicable law, this evidence clearly establishes the existence of an
enforceable agreement to arbitrate the claims made in this suit.
C. Lear has not Waived its Right to Arbitration.
12. Intercorpac’s third challenge to enforcement of the arbitration agreement is the claim
that Lear has waived its right to compel arbitration. Intercorpac acknowledges the strong
presumption against waiver and that every doubt must be resolved in favor of arbitrability. (Dkt.
22 at 4). Moses H. Cone Mem’l Hospital v. Mercury Construction Corp., 460 U.S. 1, 24-25
(1983). See also Salesin v State Farm Fire & Casualty Co, 581 N.W.2d 781 (Mich. App. 1998).
5
These purchase orders are also representative of all the purchase orders for materials from
Intercorpac. By presenting these purchase orders Lear does not waive the right to arbitrate claims
based on other purchase orders if those claims are not resolved by payment and release.
6
Intercorpac nonetheless claims that Lear waived enforcement of the arbitration clause. This
claim rests on substantial misstatements of the procedural history of the dispute.
13. Intercorpac’s claim that Lear has “substantially invoked the judicial process, not just
in one court but three courts” is false. Waiver of the right to arbitration occurs “by substantially
invoking the judicial process to the other party's detriment or prejudice.” Kennedy Hodges,
L.L.P. v. Gobellan, 433 S.W.3d 542, at 545 (Tex. 2014); Salesin, 581 N.W.2d at 786.
Intercorpac’s description of the standard for determining waiver and its response to Lear’s
motion ignore the requirement that it establish prejudice to show waiver. (Dkt. 22 at 4 – 6).
1. Lear has not invoked the judicial process.
a. Case History
14. As described in Lear’s recently filed Response to Intercorpac’s Motion to Release
Funds Deposited in Court Registry, (Dkt. 24), Lear has done everything it could to avoid
invoking the judicial process in what is basically a claim by a former supplier that its customer
owes it money. That effort has been complicated by the fact that Intercorpac never complained
about these invoices during the seven years that it was a Lear packaging supplier. The affidavit
submitted by Intercorpac supports Lear’s position it paid Intercorpac $14,666,815.23 during the
relationship. There were no pending billing issues known to Lear at the time it terminated
Intercorpac.
15. Lear’s first notice of the billing claims was by a petition filed in a lawsuit. Its counsel
contacted Plaintiffs’ counsel, told him all properly documented thus valid amounts would be paid
and requested documentation that would justify payment. When none was forthcoming, Lear
conducted an internal investigation and itself resolved the issue of delivery and determined that
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$128,785.86 now could be paid which was done pursuant to a Rule 11 6 letter agreement. The
lawsuit was dismissed. Lear expected Intercorpac to provide a release and further documentation
if it desired further payment.
16. Instead, Intercorpac filed this case in State Court and Lear removed it to this court.
Lear counsel then fashioned a scheduling order that required Intercorpac to provide its best
accounting of the billing it considered owed. Then Lear was required to do the same, followed by
a mediation. This process resulted in Lear again taking the laboring oar. The accounting result of
Lear’s efforts was an offer to pay an additional $188,845.61, for which reasonable proof of
delivery existed, and subject to a release from Intercorpac. Intercorpac never executed a proper
release for the first $128,785.86 payment and consequently Lear made the $188,845.61 payment
into the Registry of the Court.
17. Now that Intercorpac has refused to supply documentation that justifies payment of
the remaining disputed invoices, demands attorney fees not recoverable and has made claim for
monies previously paid to Intercorpac or in the Registry of the Court, it is time to declare an
impasse. As a result, Lear now, with frustration, triggers the Arbitration Clause and costly
process associated with it. Michigan law is the governing law and arbitration under the clause
will be in Michigan as well. There has been little written discovery, no deposition, and no
hearing of significance. This hardly constitutes “substantially invoking the judicial process”—
quite the opposite.
b. Applicable Law.
18. The first component of the rule, substantially invoking the judicial process, means
seeking judicial relief such as resisting arbitration to pursue litigation, filing motions to compel
6
Tex. R. Civ. Proc. 11.
8
discovery and conducting extensive discovery. Perry Homes v. Cull, 258 S.W.3d 580, 593 (Tex.
2008). See also Salesin, 581 N.W.2d at 785. While not subject to mechanical application, the
Perry Homes court identified factors to be considered. As relevant here the factors include; how
much discovery has been conducted; who initiated the discovery; whether the discovery relates
to the merits rather than arbitrability or standing; how much of the discovery would be useful in
arbitration; whether the movant asserted claims and whether the movant sought judgment on the
merits. Kennedy Hodges, L.L.P., 433 S.W.3d at 545.
19. Here Lear’s only pleading in Intercorpac’s first suit was an answer. Intercorpac
admits the answer was a general denial. That pleading sought no affirmative relief, Lear sought
no discovery and quickly terminated the suit by agreement. Consequently, it is plainly
inaccurate to claim Lear invoked the judicial process in response to the first suit.
20. Lear disputes the representations in Intercorpac’s response that it provided documents
supporting its claims in May 2015. (Dkt. 22 at 5). Its own filings in this proceeding show that is
not true. Exhibit C to Intercorpac’s Motion to Release Funds (Dkt. 22, Ex. C) is a letter from
Plaintiff’s counsel at the end of May admitting they have not provided documents on all of the
invoices which they claimed were unpaid. Another letter in August 2015 admits they had still
not provided any documents for invoices to the El Paso plant. (Dkt. 22, Ex. D).
21. In response to Intercorpac’s second suit on the same claims, Lear timely removed the
suit to this court where the only relief it has requested is to honor the original Rule 11 agreement
designed to conclude the dispute without litigation. Filing a pleading which asserts a claim is not
a waiver of the right to arbitration. Kennedy Hodges, L.L.P., 433 S.W.3d at 545.
22. The other factors weigh heavily against a finding of waiver. The only discovery in
this litigation prior to Lear’s motion to compel arbitration has been by Intercorpac. As noted in
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Lear’s motion, the same discovery would be available in arbitration. The final factor is whether
Lear, as movant, sought judgment on the merits. It has not. Intercorpac has cited no authority
that participating in mediation is considered a factor weighing against a right to arbitration.
2. Intercorpac is not prejudiced by Lear’s attempts to resolve this matter non-

judicially, and thus its delay in demanding arbitration.
23. Most importantly, Intercorpac’s response and objection wholly omits the requirement
that it show prejudice to it to establish waiver. It does not dispute or distinguish the authority in
Lear’s motion holding that showing prejudice is a requirement to establish waiver. See, Walker
v. J.C. Bradford, 938 F.2d 575, 577 (5th Cir. 1991); Salesin, 581 N.W.2d at 786. The Response
does not address the rule that a delay in demanding arbitration is insufficient to support a finding
of waiver without a showing of prejudice. Moses H. Cone, 460 U.S. 24-25. See also In re Bruce
Terminix Co., 988 S.W.2d 702, 705 (Tex. 1998).
24. As set out in Lear’s motion, Intercorpac can show no prejudice because the only
activity in this litigation, Intercorpac’s discovery to Defendants and the accounting has resulted
in Lear voluntarily paying Intercorpac or into the registry of the court $317,631.42.
25. As stated, the arbitration agreement further provides that the arbitration is to occur in
Southfield, Michigan under the American Arbitration commercial arbitration rules. (Exhibit A,
attachment 1, par. 51).
V. PRAYER.
26. For the reasons stated in the original motion (Dkt. No. 19) and this reply, Defendants
Lear Corporation and Lear Mexican Seating Corporation pray the Court find the arbitration
agreement between the parties is enforceable and the claims asserted by Plaintiff are within the
scope of the agreement, dismiss the action and compel arbitration of the dispute in Southfield
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Michigan. In the alternative Defendants request the action be stayed pending arbitration of the
dispute.
Respectfully submitted,
/s/_Burgain _G._Hayes_________
Mr. Burgain G. Hayes

State Bar No. 09271300
LAW OFFICE OF BURGAIN G. HAYES
P.O. Box 10447
Austin, TX 78766
(512)472-2193
Telecopier (512)371-0989
bh@bhayes-law.com
Mr. Steve Blanco

BLANCO, ORDONEZ & WALLACE, P.C.
5715 Cromo Drive
El Paso, TX 79912
(915)845-5800
Telecopier (915) 845-5555
Mr. Clint F. Sare

OF COUNSEL TO THE
LAW OFFICE OF BURGAIN G. HAYES
P.O. Box 1694
Bryan, TX 77806
(979)822-1505
Telecopier (979)822-1365
cfs@sarelaw.com
ATTORNEYS FOR DEFENDANT

LEAR CORPORATION AND LEAR TRIM LP.
11
CERTIFICATE OF SERVICE
I hereby certify that a true and correct copy of Lear Corporation’s Response to Order to Show
Cause has been served via e-mail notification by the Court, to attorneys for Plaintiff listed below
on September 15, 2016 pursuant to FED. R. CIV. P. 5 and USDC/WDTX Rule CV-5(b)(1).
__/s/ Burgain G. Hayes____________
Mark T Davis
1554 Lomaland Drive
El Paso Texas 79935
Counsel for Plaintiff

International Corrugated and Packing Supplies, Inc.
12
APPENDIX TO
LEAR CORPORATION AND LEAR MEXICAN SEATING CORPORATION’S REPLY
IN SUPPORT OF MOTION TO COMPEL ARBITRATION AND TO DISMISS
OR IN THE ALTERNATIVE, STAY PROCEEDINGS
Exhibit A Affidavit of Larry Vano

Attachment 1 Lear Corporation Purchase Order Terms and Conditions
Attachment 2 Purchase order PU18809
Attachment 8 Purchase order LC755-6
Attachment 9 Purchase order PV29586
Attachment 18 Purchase order PUL32012
Attachment 19 Purchase order LC33737
Exhibit B Naturipe Foods, LLC v. Seigel Egg Company, Inc., No. 327172 (Mich.App. Sept.
8, 2016).
Exhibit C Spartech CMD, LLC v. Int'l Auto. Components Grp. N. Am., Inc., No. 08-13234
(E.D. Mich. Feb. 23, 2009)
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Case 3:15-cv-00405-DCG Document 25-1 Filed 09/15/16 Page 1 of 76
EXHIBIT A
ATTACHMENT 1
LEAR CORPORATION PURCHASE ORDER TERMS AND CONDITIONS
March 1, 2006 Version
1. Formation; Offer; Acceptance; Exclusive Terms.
A. Each purchase order, together with these Terms and Conditions (“Order”) is an offer by
Lear Corporation or its applicable affiliate or subsidiary (“Purchaser”) to the party to whom such Order is
addressed and such party’s applicable affiliates and subsidiaries (“Seller”) to enter into the agreement it
describes and it shall be the complete and exclusive statement of such offer and agreement. An Order
does not constitute an acceptance by Purchaser of any offer or proposal by Seller, whether in Seller's
quotation, acknowledgement, invoice or otherwise. In the event that any Seller quotation or proposal is
held to be an offer, that offer is expressly rejected and is replaced in its entirety by the offer made up of
the Order.
B. A contract is formed when Seller accepts the offer of Purchaser. Each Order shall be
deemed accepted upon the terms and conditions of such Order by Seller by shipment of goods,
performance of services, commencement of work on goods, written acknowledgement, or any other
conduct of Seller that recognizes the existence of a contract pertaining to the subject matter hereof.
C. Acceptance is expressly limited to these Terms and Conditions and such terms and
conditions as are otherwise expressly referenced on the face of the Order. No purported acceptance of
any Order on terms and conditions which modify, supersede, supplement or otherwise alter these Terms
and Conditions shall be binding upon Purchaser and such terms and conditions shall be deemed rejected
and replaced by these Terms and Conditions unless Seller’s proffered terms or conditions are accepted in
a physically signed writing (a “Signed Writing”) by Purchaser’s Vice President – Purchasing,
notwithstanding Purchaser’s acceptance of or payment for any shipment of goods or similar act of
Purchaser.
D. In the event of a conflict between the Order and any prior or contemporaneous agreement
or document exchanged between Purchaser and Seller, the Order governs.
E. Lear Corporation may from time to time administer purchasing for its affiliates and
subsidiaries and issue Orders containing the Lear Corporation logo, but identifying a different Purchaser.
Seller acknowledges and agrees that no such Order shall constitute or be interpreted to represent an Order
of Lear Corporation or a guaranty by Lear Corporation of any obligations or liabilities of the Purchaser
identified on the Order.
2. Applicability of Terms and Conditions.
A. These terms and conditions, as may be amended from time to time (the “Terms and
Conditions”) apply to the purchase by Purchaser of all goods and/or services, as applicable, from Seller as
described on the face of each Order (collectively, “Goods”) or on any document expressly referenced on
the face of such Order describing such Goods. The term “Goods” throughout these Terms and Conditions
includes, without limitation, raw materials, components, intermediate assemblies, tooling, molds,
equipment and end products and all services, whether or not performed in connection with any of the
foregoing items. Certain of the Terms and Conditions apply only to particular types of Goods, but only
where expressly limited to those types of Goods.
B. These Terms and Conditions apply to all Sellers under an Order, including, without
limitation, any Seller that is a Directed Supplier. A “Directed Supplier” is any Seller from which
Purchaser has been requested or recommended to procure Goods at the direction or suggestion of
Purchaser’s customer and/or the ultimate Original Equipment Manufacturer (“OEM”) customer, if
different (collectively, the “Customer”) (including through co-sourcing arrangements), or when, due to a
Customer’s product description, specification or other limitation, Purchaser is limited to such Seller for
the Goods required. Each Seller that is a Directed Supplier acknowledges the applicability of these Terms
and Conditions and agrees to be bound by these Terms and Conditions, including, without limitation, the
World Class Supplier requirements under Section 6 and the payment terms under Section 33.
C. Each Order and Order amendment issued by Purchaser to Seller after March 1, 2006
incorporates these Terms and Conditions which shall apply to each such Order, as amended, in its
entirety. In addition, Lear Corporation’s Supplier Requirements Manual, Tooling Guidelines and
Definitions, Tooling Audit Guidelines, packaging and shipping requirements, and other manuals,
guidelines and requirements available from time to time under the heading “Web Guides” through links
provided on the Lear Corporation web site at www.lear.com under Supplier Information (together, the
“Web Guides”) are incorporated by reference. In the event of a conflict between any Web Guides and
these Terms and Conditions, these Terms and Conditions shall govern. Purchaser may modify any Web
Guides or add additional Web Guides, at any time, by posting notice of such modified or new Web
Guides through links provided on the Lear Corporation web site at www.lear.com under Supplier
Information at least ten (10) days prior to any modified or new Web Guides becoming effective. Seller
shall review the Lear Corporation website and the Web Guides periodically. Seller’s continued
performance under the Order without providing written notice to Purchaser in accordance with Section 44
detailing Seller’s objection to any modified or new Web Guide prior to the effective date of such
modified or new Web Guide will be subject to and will constitute Seller’s acceptance of such modified or
new Web Guide.
D. The Terms and Conditions and Web Guides that are applicable to each Order are the
Terms and Conditions that are in effect on the Issue Date shown on the later of the Order or any Order
amendment applicable to such Order.
E. No exception to, deviation from, or waiver of these Terms and Conditions shall be valid
or binding on Purchaser unless specified on the face of an Order or Order amendment or made in a Signed
Writing by Purchaser’s Vice President – Purchasing.
3. Documents used in Purchasing. The following documents may be used by Purchaser as a part
of Purchaser’s sourcing and purchasing process. Except as otherwise (i) expressly provided in one of the
following documents enumerated in subsections A through I that has been signed by Purchaser’s Vice
President – Purchasing or (ii) expressly provided on the face of the Order, the Order supersedes all such
documents in their entirety.
A. Long Term Agreement (“LTA”). This is an agreement relating to price reductions that
also is used, in some cases, as an indicator for eligibility to quote on certain business. LTAs effective
prior to March 1, 2006 signed by other authorized Purchasing personnel shall continue in effect
notwithstanding Section 3(i) above.
B. Lear Supply Agreement ("LSA"). This is an agreement that provides relationship terms
between Seller and Purchaser including agreed upon price changes and that also is used, in some cases, as
an indicator for eligibility to quote on certain business. LSAs effective prior to March 1, 2006 signed by
other authorized Purchasing personnel shall continue in effect notwithstanding Section 3(i) above.
2
C. Joint Development Agreement ("JDA"). This is an agreement between Purchaser and

another party to develop jointly a specific product or technology. JDAs effective prior to March 1, 2006
signed by other authorized Purchasing personnel shall continue in effect notwithstanding Section 3(i)
above.
D. Letter of Intent ("LOI"). This is an agreement by which Purchaser agrees to be liable for
certain expenses associated with the acquisition by a third party of long lead time items, normally tooling
or equipment. Such an agreement is binding on Purchaser only if it (i) expressly states that it is binding
and (ii) contains a stated maximum liability and a limited duration.
E. Early Sourcing and Target Agreement ("ESTA"). This is an agreement that, without
commitment by Purchaser to source Seller, provides a prospective supplier with the opportunity to
develop required technology and processes that may be necessary for the production of Goods for
Purchaser. Purchaser owns any related developments under an ESTA or has the right to acquire such
developments at audited incremental costs.
F. Supplier Engineering Target Agreement (“SETA”). This is an agreement between

Purchaser and Seller relating to engineering owned by Seller that is used, in certain cases, to supplement
the relevant terms of the Order.
G. Supplier Owned Tooling Agreement ("SOTA"). This is an agreement between Purchaser

and Seller relating to tooling owned by Seller that is used, in certain cases, to supplement the relevant
terms of the Order.
H. Request for Quotation ("RFQ"). This is an introductory step in potentially generating an

offer from Purchaser to Seller contained in an Order. It may include Volume and Duration Projections
(See Section 5) and specifications for the Goods being quoted.
I. Engineering Change Notice (“ECN”) This is an alternative introductory step in

potentially generating an offer from Purchaser to Seller contained in an Order. It may include Volume
and Duration Projections (See Section 5) and specifications for the Goods being quoted.
J. Quotation. Following the RFQ or ECN, this is generally the next step in generating the
offer from Purchaser to Seller contained in the Order. It also may include Volume and Duration
Projections (See Section 5) and may reference projected prices.
K. Order. The Order describes the Goods being purchased, specifies the name and address
of the Purchaser and Seller and incorporates these Terms and Conditions. In accordance with Section 1,
each Order constitutes Purchaser’s offer to Seller to enter into the agreement it describes and is the
complete and exclusive statement of such offer and agreement. Each Order is either a Spot-buy Order, a
Blanket Order or a requirements contract Order depending on the quantity and duration specified on the
face of the Order. A Spot-buy Order is a one-time Order for a specific quantity of Goods. A Blanket
Order is an Order for Goods in accordance with the firm quantities and delivery schedules specified in
Releases issued by Purchaser pursuant to the Order. A requirements contract Order is an Order for all or
a designated portion of Purchaser’s requirements for Goods for a specified period of time in accordance
with the firm quantities and delivery schedules specified in Releases issued by Purchaser pursuant to the
Order. All references to an “Order” shall mean the initial Order, as amended by any Order amendments
issued by Purchaser.
L. Release. This is a schedule by which Purchaser (i) specifies the firm quantity of Goods
that Seller is to deliver to Purchaser on at least a weekly basis, (ii) authorizes material fabrication, and/or
3
(iii) authorizes the purchase of raw materials/components, each for the period specified therein. The
Release indicates the firm quantity of Goods and/or the firm quantity of raw materials/components, as
applicable, for which Purchaser is liable to Seller and that Seller is obligated to provide to Purchaser for
the period specified therein. The Release may also provide a forecast of the quantity of Goods that will
be ordered beyond the firm quantity amount. The forecast is not binding on Purchaser or Seller.
M. Order amendment. This is an amendment to the Order issued by Purchaser on

Purchaser's purchase order form through Purchaser's standard purchasing protocol to reflect an
amendment or modification to the Order.
4. Quantity and Duration.
A. The quantity applicable to each Order and its duration are specified on the face of the
Order. The quantity specified may be for up to one hundred percent (100%) of Purchaser’s requirements
for the Goods. For all Blanket Orders and requirements contract Orders, Purchaser shall issue a Release
(see Section 3.L) to specify the quantities needed, delivery locations, and dates. Seller acknowledges and
agrees that, notwithstanding anything in any Order to the contrary, Seller is obligated to provide Goods to
Purchaser in at least the quantity and for at least the period specified in any Release. A Release will
specify a firm quantity of Goods and/or a firm quantity of raw materials/components that Purchaser will
be responsible for in the event of termination (see Section 17.B). Releases may include Volume and
Duration Projections (see Section 5), but Releases are only binding upon Purchaser for, and Purchaser
will have no obligation or liability beyond, the quantity specified as firm in the Release. Seller
acknowledges and agrees to accept the risk associated with the lead times of the various components if
they are beyond the firm Release amounts provided by Purchaser.
B. Unless the Order specifically provides that Seller shall produce one hundred percent
(100%) of Purchaser’s requirements for the Goods, Purchaser shall have the right to obtain a portion of
such Goods from another third party source or from Purchaser’s internal sources.
5. Volume and Duration Projections. From time to time and in connection with quotations,
requisitions and Orders, Purchaser may provide Seller with estimates, forecasts or projections of its future
volume or quantity requirements for the Goods and/or the term of a program (“Volume and Duration
Projections”). Volume and Duration Projections, unlike a Release for a firm quantity, are not binding on
Purchaser. They also are not evidence of a requirements contract. Seller acknowledges that the Volume
and Duration Projections, like any other forward looking projections, are based on a number of economic
and business factors, variables and assumptions, some or all of which may change over time, and may or
may not be accurate at the time they were made or later. Purchaser makes no representation, warranty,
guaranty or commitment of any kind or nature, express or implied, regarding any Volume and Duration
Projections or other estimate, forecast or projection provided to Seller, including as to its accuracy or
completeness. Seller accepts that Volume and Duration Projections may not be accurate and that actual
volume or duration could be less than or greater than the projections. Seller acknowledges that this risk,
and possible reward, is an aspect of the automotive industry.
6. World Class Supplier Requirements. Seller must provide world-class competitive Goods in
terms of cost (see Section 7), quality (see Section 8), delivery (see Section 9), technology (see Section 10)
and customer support (see Section 11). Each reference to World Class Supplier in these Terms and
Conditions and in any other document or agreement between Purchaser and Seller incorporates by
reference each of the foregoing elements (cost, quality, delivery, technology and customer support) and
all of the conditions, provisions and requirements pertaining to such elements in these Terms and
Conditions. Seller’s failure to meet the requirements of a World Class Supplier is a basis for Purchaser’s
immediate termination of the Order under Section 17.A.
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7. Cost.
A. Prices charged for Goods listed on the Order are not subject to increase, including
specifically any increase based upon changes in raw material or component pricing, labor or overhead,
unless specifically agreed to by Purchaser on the face of an Order amendment or in a Signed Writing by
Purchaser’s Vice President – Purchasing.
B. Seller represents that the price charged to Purchaser for Goods is at least as low as the
price charged by Seller to buyers of a class similar to Purchaser under conditions similar to those
specified in the Order and that all prices comply with all applicable governmental laws and regulations in
effect at the time of quotation, sale and delivery. Seller agrees that any price reduction implemented by
Seller for any Goods or related charges will apply to all shipments of such Goods under the Order or any
Order amendment from and after Seller’s implementation of the price reduction.
C. Seller shall ensure that the price charged to Purchaser for Goods remains competitive
with the price for similar goods available to Purchaser from other sellers.
D. Seller agrees to participate in Purchaser’s cost savings and productivity programs and
initiatives and to implement Seller’s own cost savings and productivity programs and initiatives to reduce
Seller’s costs.
8. Quality.
A. Seller shall meet all quality requirements of Purchaser and all quality requirements of
Purchaser’s Customer, including, but not limited to, the applicable plans relating to TS 16949, ISO 14001
and the various OEM End of Life Vehicle (“ELV”) reporting and other requirements.
B. Seller agrees to participate in Purchaser’s quality and development program(s) and to

comply with all quality requirements and procedures specified by Purchaser, as revised from time to time.
Based on Purchaser’s assessment of responsibility, Seller may be held responsible for any and all costs
associated with quality issue investigation, containment and Remedial Actions on account of Goods
provided by Seller to Purchaser (including third party activities identified and initiated by Purchaser).
Seller is obligated to provide any and all reasonable support requested by Purchaser to address
immediately and correct concerns regarding the quality of Goods provided. Seller shall provide
additional resources, as necessary and as identified by Purchaser, to support product development, process
development, validation, production launch, or any issue that may jeopardize the success of the
manufacture or assembly of any Goods or of the program.
C. Seller must assure overall equipment (shared and specific) and plant capacity are
adequate to meet Purchaser’s needs. Ongoing capacity analysis must account for at least: scrap variation,
downtime, maintenance, and other Customer requirements. Each production process must successfully
complete a Run-at-Rate. The Run-at-Rate must demonstrate that Seller’s production process can produce
in less than 24 hours at least one day’s quantity of acceptable quality Goods to satisfy Seller’s Capacity
Planning Volume (“CPV”). Purchaser is not obligated to pay Seller any incremental costs as long as the
Release quantities do not exceed Seller’s CPV. The requirement for capacity and the CPV is not a
volume, program or other commitment by Purchaser.
D. Seller is responsible for all sub-tier providers of goods or services. Seller must maintain
adequate development, validation, launch, and ongoing supervision to assure all Goods provided to
Purchaser conform to all specifications, standards, drawings, samples and descriptions, including, without
limitation, as to quality, performance, fit, form, function and appearance, under the Order.
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E. For all Goods, in addition to any other applicable warranties, Seller shall provide the
warranties specified in Section 12.
9. Delivery.
A. Deliveries shall be made both in quantities and at times specified on the Order or on
Releases furnished by Purchaser. Time and quantity of delivery are of the essence of each Order. Seller
shall adhere to shipping directions specified on the Order or Releases. Purchaser shall not be required to
make payment for Goods delivered to Purchaser that are in excess of firm quantities and delivery
schedules specified in Purchaser's Releases. Purchaser may change the rate of scheduled shipments or
direct temporary suspension of scheduled shipments, neither of which shall entitle Seller to a modification
of the price of Goods covered by any Order. With each delivery, Seller shall be deemed to have made the
representations, warranties and covenants with respect to its financial and operating condition provided in
Section 14.
B. Premium shipping expenses and/or other related expenses necessary to meet delivery
schedules set forth in Releases shall be Seller's sole responsibility, unless the delay or expense was solely
the result of Purchaser’s negligence and Seller provides Purchaser with notice of any claim against
Purchaser within ten (10) days after the occurrence of the alleged negligent action of Purchaser giving rise
to such claim.
C. Notwithstanding any agreement concerning payment of freight expenses, delivery shall

not have occurred and the risk of loss shall not have shifted to Purchaser until the Goods have been
delivered to Purchaser's applicable facility and have been accepted at that facility.
10. Technology
A. If Purchaser furnished or supplied Seller with any designs, drawings, specifications,

blueprints or other materials that contain proprietary information, Seller shall not disclose or use for the
benefit of Seller or others such designs, drawings, specifications, blueprints or other material including
any copies thereof, except as approved by Purchaser on the face of an Order or Order amendment or in a
Signed Writing by Purchaser’s Vice President - Purchasing.
B. Seller expressly warrants that all Goods covered by each Order will not and do not
infringe on any patent, trademark, copyright or other intellectual property of any third party. Seller (i)
agrees to defend, hold harmless and indemnify Purchaser and its Customers against all claims, demands,
losses, suits, damages, liability and expenses (including actual fees for attorneys, experts and consultants,
settlement costs and judgments) arising out of any suit, claim or action for actual or alleged direct or
contributory infringement of, or inducement to infringe, any United States or foreign patent, trademark,
copyright or other proprietary right by reason of the manufacture, use or sale of the Goods ordered,
including infringement arising out of compliance with specifications furnished by Purchaser or for actual
or alleged misuse or misappropriation of a trade secret resulting directly or indirectly from Seller's
actions; and (ii) waives any claim against Purchaser and its Customers, including any hold-harmless or
similar claim, whether known or unknown, contingent or latent, in any way related to a claim asserted
against Seller or Purchaser for infringement of any patent, trademark, copyright or other proprietary right,
including claims arising out of compliance with specifications furnished by Purchaser. Seller hereby
assigns to Purchaser all right, title and interest in and to all inventions, trademarks, copyrights and other
proprietary rights in any material created for and paid for by Purchaser under each Order. Technical
information and data furnished to Purchaser in connection with each Order are disclosed on a non-
confidential basis.
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C. Seller expressly warrants that all copyrightable works of original authorship (including
but not limited to computer programs, technical specifications, documentation and manuals), ideas,
inventions (whether patentable, patented or not), know-how, processes, compilations of information,
trademarks and other intellectual property (collectively, “Deliverables”) shall be original to Seller and
shall not incorporate any intellectual property (including copyright, patent, trade secret, mask work, or
trademark rights) of any third party.
D. All Deliverables that are created in the course of performing any Order (separately or as
part of any Goods), and all intellectual property rights in Deliverables, are owned by Purchaser and not by
Seller. Seller agrees that all works of original authorship created by Seller in connection with each Order
are "works made for hire" as that term is used in connection with the U.S. Copyright Act. To the extent
that, by operation of law, Seller owns any intellectual property rights in the Deliverables, Seller hereby
assigns to Purchaser all rights, title and interest, including copyrights and patent rights, in such
Deliverables.
E. Seller grants to Purchaser an irrevocable, non-exclusive, worldwide license with the right
to grant sublicenses to affiliates to use any technical information, know how, copyrights and patents
owned or controlled by Seller or its affiliates to make, have made, use and sell any Goods provided by
Seller under each Order. The license shall be effective from the first delivery of Goods under the Order.
For a period of two (2) model years from Seller's first delivery of Goods under the Order, Purchaser shall
pay to Seller a “reasonable royalty” for such license, which is acknowledged by Seller to be included in
the price paid by Purchaser to Seller for the Goods. In the event Purchaser sources the Goods from a
party other than Seller, Purchaser shall pay Seller a “reasonable royalty” for a period of two (2) model
years from the date of Seller's first delivery of Goods and thereafter, Purchaser’s license shall be royalty-
free, fully paid-up, permanent and irrevocable.
F. Seller shall ensure that any subcontractors to Seller shall have contracts with Seller in
writing consistent with the terms of this Section 10 to ensure that the protections required by Purchaser
from Seller are also received from subcontractors for the benefit of Purchaser and Seller.
11. Customer Support.
A. Seller shall support all supplier initiatives of Purchaser and support Purchaser in meeting
the initiatives of its Customers. Upon Seller’s written request, Purchaser shall cooperate with Seller to
explain to Seller the terms, conditions and requirements of Purchaser’s Customers.
B. As all elements of the automotive tiered supply network must work together to ensure
that Purchaser’s Customer's terms, conditions and requirements are met, it is the intent of both Seller and
Purchaser that the applicable terms, conditions and requirements of Purchaser’s Customer shall flow
through Purchaser to Seller to the extent that they do not conflict with the terms of the Order. To the
extent that Seller does not meet the applicable terms, conditions or requirements of Purchaser’s Customer
or to the extent that the terms of Purchaser’s Customer do conflict with the terms of the Order, Seller
agrees, notwithstanding any such conflict, to indemnify and hold harmless Purchaser from any and all
claims and demands from Purchaser’s Customer relating to any actual or alleged problem or issue with
the Goods sold by Seller under any Order or the manner in which Seller has supplied such Goods under
the Order.
C. The automotive industry is customer focused and Seller agrees to work with Purchaser to
meet the requirements of Purchaser’s Customers. Therefore, in the event that any requirement imposed
by any Order on Seller is found to be unenforceable or a gap is otherwise created in the terms applicable
to any Order through operation of law, conflict in terms or otherwise, the parties agree that the
7
corresponding requirement of Purchaser’s Customer shall be applicable to and binding on Seller for the
benefit of Purchaser. Seller acknowledges that it is familiar with the automotive industry and the
applicable terms of Purchaser’s Customer that would apply in such an event.
12. Warranty.
A. Seller expressly warrants that all Goods covered by each Order will conform to all
specifications, standards, drawings, samples or descriptions furnished to or by Purchaser, and all industry
standards, laws and regulations in force in countries where Goods or vehicles equipped with such Goods
are to be sold and that all Goods will be merchantable, of good material and workmanship and free from
defects. In addition, Seller acknowledges that Seller knows of Purchaser's intended use and expressly
warrants that all Goods covered by each Order will be fit and sufficient for the particular purpose
intended by Purchaser.
B. Seller expressly warrants that, for all Goods under the Order, Seller shall convey good
title to Purchaser, free and clear of all liens, claims or other encumbrances.
C. All warranties will be effective for the longer of (i) the period provided by applicable
law, or (ii) the warranty period provided by Purchaser to its Customer; provided, however, in the event
that Purchaser or its Customer voluntarily or pursuant to a government mandate, makes an offer to owners
of vehicles (or other finished products) on which the Goods, or any parts, components or systems
incorporating the Goods, are installed to provide remedial action to address a defect or condition that
relates to motor vehicle safety or the failure of the vehicle to comply with any applicable law, safety
standard or guideline, whether in connection with a recall campaign or other customer satisfaction or
corrective service action (a “Remedial Action”), the warranty shall continue for such time period as may
be dictated by Purchaser's Customer or the federal, state, local or foreign government where the Goods
are used or provided and Seller shall fully comply with the requirements under Section 12.I.
D. The warranty period for non-production Goods shall be the longer of one (1) year after
final acceptance by Purchaser or the period stated in Seller's sales materials.
E. All warranties are intended to provide Purchaser with protection from any and all
warranty claims brought against Purchaser by its Customer. This includes, but is not limited to, meeting
any Customer-required warranties relating to the Goods in question or products into which the Goods are
incorporated. All such Customer-required warranties are incorporated by reference.
F. The following communications shall each constitute notice of breach of warranty under
the Order: (i) any communication specifying a defect, default, claim of defect or other problem or quality
issue with Goods sold under the Order; (ii) any communication to Seller claiming that Seller's Goods are
in breach of any warranty or that Seller is in default under the Order; and (iii) a termination notice from
Purchaser under Section 17.A. Any such claim of breach by Purchaser may only be rescinded in writing
by an authorized member of Purchaser's Legal Department.
G. To mitigate its damages, Purchaser may fully defend any claim from any Customer that
any Goods supplied by Seller are defective, in breach of warranty, or otherwise did not meet applicable
legal or contractual requirements because such Customer may attempt to hold Purchaser responsible for
problems caused in whole or in part by Seller. Seller and Purchaser agree that this defense is in the
interest of both Seller and Purchaser. Seller hereby waives the right to argue that the fact that Purchaser
took any such position in any way limits Purchaser’s right to assert a claim against Seller by Purchaser for
breach of warranty, contribution, indemnification or other claim that may arise from or be related to the
subject matter of any of the foregoing.
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H. In the event that Seller wishes to participate in any of the negotiations with Purchaser's
Customer regarding any of the foregoing or any related litigation or defense of any such claim, then in
each case that Seller receives notice of default or claim of breach, Seller shall give Purchaser prompt
notice of its request to participate in accordance with Section 44, which notice shall describe with
particularity the details of the alleged default or breach.
I. Notwithstanding the expiration of the warranty period set forth in Section 12.C, Seller
shall nonetheless be liable for costs and damages associated with the conduct of any Remedial Action to
the extent that such Remedial Action is based upon a reasonable determination (including by use of
statistical analysis or other sampling methodology) that the Goods fail to conform to the warranties set
forth in the Order. Where applicable, Seller shall pay all reasonable expenses associated with
determining whether a Remedial Action is necessary. Purchaser and Seller agree that any Remedial
Action involving Goods for Purchaser shall be treated separately and distinctly from similar Remedial
Actions of other goods of Seller; provided that such separate and distinct treatment is lawful and Seller
shall in no event fail to provide at least the same protection to Purchaser on such Goods as Seller provides
to its other customers in connection with such similar Remedial Actions.
13. Changes.
A. Purchaser reserves the right at any time to direct changes, or cause Seller to make
changes, to the Goods under any Order or Order amendment, including, but not limited to, changes in the
design (including drawings and specifications), processing, methods of packing and shipping and the date
or place of delivery of the Goods covered by the Order or to otherwise change the scope of the work
covered by the Order including work with respect to such matters as inspection, testing or quality control,
and Seller agrees to promptly make such changes. Any such changes shall be deemed not to affect the
time for performance or cost under the Order unless (i) Seller provides Purchaser with written notice in
accordance with Section 44 of a claim for adjustment to time for performance or cost within ten (10) days
after Purchaser’s notice to Seller of the change and (ii) after auditing such claim, Purchaser determines
that an adjustment (up or down) is appropriate. Any such claim by Seller for adjustment to time for
performance or cost under an Order must be solely and directly the result of the change directed by
Purchaser and any notice of such claim shall be effective only if accompanied by all relevant information
sufficient for Purchaser to verify such claim. In addition, Purchaser shall have the right to audit all
relevant records, facilities, work or materials of Seller to verify any claim. Seller shall consider and
advise Purchaser of the impact of a design change on the system in which the Goods covered by the Order
are used. Nothing in this Section 13 shall excuse Seller from proceeding with the Order as changed.
B. Without the prior approval of Purchaser on the face of an Order amendment or in a

Signed Writing by Purchaser’s Vice President – Purchasing, Seller shall not make any changes to any
Order or the Goods covered by the Order, including, without limitation, changing (i) any third party
supplier to Seller of services, raw materials or goods used by Seller in connection with its performance
under the Order, (ii) the facility from which Seller or such supplier operates, (iii) the price of any of the
Goods covered by the Order, (iv) the nature, type or quality of any services, raw materials or goods used
by Seller or its suppliers in connection with the Order; (v) the fit, form, function, appearance,
performance of any Goods covered by the Order; or (vi) the production method, or any process or
software used in the production or provision of any Goods under the Order. Any changes by Seller to any
Order or the Goods covered by the Order without the prior approval by Purchaser on the face of an Order
amendment or in a Signed Writing by Purchaser’s Vice President – Purchasing shall constitute a breach of
the Order.
14. Financial and Operational Condition of Seller.
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A. Seller represents and warrants to Purchaser as of the date of each Order (which
representations and warranties shall be deemed repeated as of the date of Seller’s acceptance of each
Release under the Order and at the time of each delivery under the Order) that it is not insolvent and is
paying all debts as they become due; that it is in compliance with all loan covenants and other obligations;
that all financial information provided by Seller to Purchaser concerning Seller is true and accurate; that
such financial information fairly represents Seller's financial condition; and that all financial statements of
Seller have been prepared in accordance with generally accepted accounting principles, uniformly and
consistently applied.
B. Seller shall permit Purchaser and its representatives to review Seller's books and records
concerning compliance with each Order and Seller's overall financial condition and agrees to provide
Purchaser with full and complete access to all such books and records for such purpose upon Purchaser’s
request. Seller agrees that, if Seller experiences any delivery or operational problems, Purchaser may, but
is not required to, designate a representative to be present in Seller's applicable facility to observe Seller's
operations. Seller agrees that, if Purchaser provides to Seller any accommodations (financial or other)
that are necessary for Seller to fulfill its obligations under any Order, Seller shall reimburse Purchaser for
all costs, including attorneys’ and other professionals’ fees, incurred by Purchaser in connection with such
accommodation and shall grant a right of access to Purchaser to use Seller's premises, machinery,
equipment and other property necessary for the production of Goods covered by such Order (and a lien to
secure the access right) under an access and security agreement.
15. Seller Insolvency. Purchaser may immediately terminate each Order without any liability of
Purchaser to Seller upon the occurrence of any of the following or any other similar or comparable event
(each, a “Seller Insolvency”): (i) insolvency of Seller; (ii) Seller’s inability to promptly provide Purchaser
with adequate and reasonable assurance of Seller’s financial capability to perform timely any of Seller’s
obligations under any Order; (iii) filing of a voluntary petition in bankruptcy by Seller; (iv) filing of an
involuntary petition in bankruptcy against Seller; (v) appointment of a receiver or trustee for Seller; or
(vi) execution of an assignment for the benefit of creditors of Seller.
16. Remedies for Breach by Seller.
A. The rights and remedies reserved to Purchaser in each Order, including, without
limitation, the rights of entry, reclamation and inspection under Section 22, shall be cumulative with, and
additional to, all other or further remedies provided in law or equity. Without limiting the generality of
the foregoing, should any Goods fail to conform to the warranties set forth herein or should Seller or any
Goods provided by Seller fail to meet any of the conditions of a World Class Supplier under Section 6,
Purchaser shall notify Seller and Seller shall, if requested by Purchaser, reimburse Purchaser for any
special, incidental and consequential damages caused by nonconforming Goods, including, but not
limited to, costs, expenses and losses incurred by Purchaser (a) in inspecting, sorting, testing, repairing or
replacing such nonconforming Goods; (b) resulting from production interruptions, (c) in conducting
Remedial Actions, and (d) in connection with claims for personal injury (including death) or property
damage caused by such nonconforming Goods. If requested by Purchaser, Seller shall, without charge to
Purchaser, administer and process warranty charge-backs for nonconforming Goods in accordance with
Purchaser’s directions. Seller acknowledges and agrees that money damages would not be a sufficient
remedy for any actual, anticipatory or threatened breach of any Order by Seller with respect to its delivery
of Goods to Purchaser and that, in addition to all other rights and remedies which Purchaser may have,
Purchaser shall be entitled to specific performance and temporary, preliminary and permanent injunctive
or other equitable relief as a remedy for any such breach, without proof of actual damages and without
bond or other security being required.
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B. In addition, notwithstanding the foregoing, Seller acknowledges that shutting down

Customer's plant creates issues for which money damages are not a sufficient remedy. While the cost of a
plant shutdown may easily generate substantial costs, the damages to Purchaser's relationship with
Purchaser’s Customer through potential loss of business, and other damages which are equally difficult to
calculate, are far worse. Because of these risks, in the event of a breach or threatened breach by Seller of
any of the representations, warranties or covenants of Seller (including without limitation, any
commitment related to being a World Class Supplier), Purchaser may, without notice to Seller, resource
the production of Goods from Seller to another supplier or dual source any of the Goods covered hereby
(i.e., have another supplier produce or be prepared to produce Goods being produced by Seller), to protect
Purchaser and its Customers. This process of moving business may take a considerable amount of time
and Seller understands that, given the risks posed by the possible shutdown of Purchaser’s Customer,
Purchaser is justified in initiating and transferring business without prior notice to Seller.
C. Seller understands that the resourcing of business during a program, while not desirable,
is a part of the automotive business and is an acknowledged risk to Seller in the industry. Even the risk of
Seller’s financial or operational uncertainty, in light of the huge risks to Purchaser and Purchaser's
Customer, is an example of a justified reason to move production, without notice, and that any incidental
or related activity by Purchaser is understandable and reasonable.
D. Notwithstanding anything to the contrary contained in any Order, Purchaser does not
release any claim against Seller that is based in whole or in part on any fraud or duress in connection with
the Order or any breach or anticipatory breach of the Order or any other Order between Purchaser and
Seller (even if that Order relates to other products).
17. Termination.
A. Purchaser's Right to Terminate for Breach. Purchaser reserves the right to terminate
immediately all or any part of each Order, without any liability of Purchaser to Seller if Seller: (i)
repudiates, breaches or threatens to breach any of the terms of the Order including, without limitation,
Seller's warranties and World Class Supplier provisions; (ii) fails to perform or deliver Goods as specified
by Purchaser; or (iii) fails to provide Purchaser with adequate and reasonable assurance of Seller’s ability
to perform timely any of Seller’s obligations under any Order, including, without limitation, delivery of
Goods; or if Purchaser terminates for breach any other Order issued by Purchaser to Seller in accordance
with the terms of such other Order (whether or not such other Order is related to the Order).
B. Purchaser's Right to Terminate for Convenience.
(1) In addition to any other rights of Purchaser to terminate each Order, Purchaser
may at its option, immediately terminate all or any part of the Order at any time and for any
reason by giving written notice to Seller.
(2) Upon receipt of notice of termination pursuant to this Section 17.B, Seller, unless
otherwise directed in writing by Purchaser, shall (i) terminate immediately all work under the
Order; (ii) transfer title and deliver to Purchaser the usable and merchantable finished Goods,
work in process, and raw materials/components that Seller produced or acquired in accordance
with firm Release amounts under the Order and which Seller cannot use in producing goods for
itself or for others; (iii) settle all claims by subcontractors approved by Purchaser on the face of
an Order or Order amendment or in a Signed Writing by Purchaser’s Vice President – Purchasing,
if any, for reasonable actual costs that are rendered unrecoverable by such termination; (iv) take
actions reasonably necessary to protect property in Seller's possession in which Purchaser has an
11
interest and (v) upon Purchaser's request, cooperate with Purchaser in effecting the resourcing of
the Goods covered by the Order to an alternative supplier designated by Purchaser.
(3) Upon termination of any Order by Purchaser under this Section 17.B, Purchaser
shall pay to Seller the following amounts without duplication: (i) the Order price for all finished
and completed Goods that conform to the requirements of the Order and not previously paid for;
(ii) Seller's reasonable actual cost of the usable and merchantable work in process and raw
materials/components transferred to Purchaser in accordance with subsection B(2)(ii) hereof; (iii)
Seller's reasonable actual cost of settling claims for the obligations Seller would have had to the
subcontractors approved by Purchaser on the face of an Order or Order amendment or in a Signed
Writing by Purchaser’s Vice President – Purchasing in the absence of termination, and (iv)
Seller's reasonable actual cost of carrying out its obligations under subsections B(2)(iv) and
B(2)(v). Purchaser shall not be liable for and shall not be required to make payments to Seller,
directly or on account of claims by Seller's subcontractors, for any other alleged losses or costs,
whether denominated as loss of anticipated profit, unabsorbed overhead, interest on claims,
product development and engineering costs, facilities and equipment rearrangement costs or
rental, unamortized depreciation costs, general and administrative burden charges resulting from
termination of the Order or otherwise. Notwithstanding anything to the contrary, Purchaser's
obligation to Seller upon termination under this Section 17.B shall not exceed the obligation
Purchaser would have had to Seller in the absence of termination.
(4) Within twenty (20) days after the effective date of termination under this Section
17.B, Seller shall furnish to Purchaser its termination claim, together with all supporting data
which shall consist exclusively of the items of Purchaser's obligation to Seller that are listed in
subsection B(3). Purchaser may audit Seller's records before or after payment to verify amounts
requested in Seller's termination claim.
C. No Termination Right by Seller. Because Purchaser’s commitments to its Customers are

made in reliance on Seller’s commitments under each Order, Seller has no right to terminate any Order.
D. Transition of Supply. Upon the expiration or earlier termination of any Order for
whatever reason, Seller agrees to take such action as may be reasonably required by Purchaser to
accomplish the transition from Seller to an alternative seller, including, without limitation the actions set
forth below. The term "alternative seller" expressly includes, but is not limited to, a Purchaser-owned
facility.
(1) Seller shall provide all notices necessary or desirable for Purchaser to resource
the Order to an alternative seller.
(2) Seller shall provide a sufficient bank of Goods covered by the Order to ensure
that the transition to any alternative seller chosen by Purchaser will proceed smoothly. Unless
otherwise specified by Purchaser on the face of an Order amendment or in a Signed Writing by
Purchaser’s Vice President – Purchasing, a six week parts inventory bank will be deemed
sufficient to accomplish the transition. Such "six week parts bank" will be calculated using the
Orders of Purchaser from the six weeks immediately prior to Seller’s notice of termination not
including any temporary interruptions, plant or industry shutdowns or other reduced schedules.
(3) Seller shall return to Purchaser all Bailed Property and any other property
furnished by or belonging to Purchaser or any of Purchaser’s Customers in as good as condition
as when received by Seller, reasonable wear and tear excepted.
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(4) Seller shall, at Purchaser’s option, (i) assign to Purchaser any or all supply
contracts or orders for raw material or components relating to the Order, (ii) sell to Purchaser, at
Seller’s cost, any or all inventory and work in process relating to the Order and (iii) sell to
Purchaser, at the unamortized portion of the cost of such items, less any amounts Purchaser
previously has paid to Seller for the cost of such items, any or all Seller’s Property relating to the
Order (see Section 21).
18. Limitation of Damages. In no event shall Purchaser be liable to Seller for anticipated profits or
for special, incidental or consequential damages. This limitation of liability provision applies
notwithstanding the type of the Order (including, without limitation, Spot-buy Orders, Blanket Orders or
requirements contract Orders). Purchaser's liability for a claim of any kind or for any loss or damage
arising out of or in connection with or resulting from each Order, the Goods or any other agreement
between Purchaser and Seller is the Reasonable Obsolescence, if any, created by the event giving rise to
the claim. Purchaser and Seller agree that “Reasonable Obsolescence” means the following amounts
without duplication: (i) the Order price for all finished and completed Goods that conform to the
requirements of the Order and not previously paid for; (ii) Seller's reasonable actual cost of the usable and
merchantable work in process and raw materials/components transferred to Purchaser in accordance with
the termination and that are covered by outstanding firm Releases from Purchaser; and (iii) Seller's
reasonable actual cost of settling claims for the obligations Seller would have had to the subcontractors
approved in a Signed Writing by Purchaser’s Vice President – Purchasing in the absence of termination
limited to the amount of the firm quantities of Goods and raw materials/components specified in Releases
issued by Purchaser that are currently outstanding. Purchaser shall not be liable for and shall not be
required to make payments to Seller, directly or on account of claims by Seller's subcontractors, for any
other alleged losses or costs, whether denominated as loss of anticipated profit, recoupment of
investment, unabsorbed overhead, interest on claims, product development and engineering costs,
facilities and equipment rearrangement costs or rental, unamortized depreciation costs, general and
administrative burden charges resulting from termination of the Order or otherwise. Notwithstanding
anything to the contrary, Purchaser's obligation to Seller upon termination of any Order shall not exceed
the obligation Purchaser would have had to Seller in the absence of termination of such Order.
19. Assignment. Seller shall not assign or delegate any of its duties or obligations under any Order
without the prior consent of Purchaser on the face of an Order or Order amendment or in a Signed
Writing by Purchaser’s Vice President – Purchasing, which consent may be withheld in Purchaser’s sole
discretion. Any sale or other transfer of stock or other securities of Seller that would result in a change in
control of Seller shall be deemed an assignment under the Order. Seller may assign its claims for money
under any Order as collateral security for indebtedness of Seller, but Purchaser shall not be required to
pay the assignee until Purchaser receives written notice of the assignment, a true copy of the assignment
and a release from Seller reasonably acceptable to Purchaser. Any such assignment shall not prohibit
Purchaser from enforcing its rights against Seller or the assignee, including, without limitation,
Purchaser’s rights to setoff and recoupment under Section 34, all of which rights of Purchaser against
Seller or assignee are senior to any rights of such assignee. Purchaser may freely assign to any third party
its rights and obligations under any Order without the consent of Seller.
20. Bailed Property.
A. All supplies, materials, molds, machinery, equipment, patterns, tools, dies, jigs, fixtures,
blueprints, designs, specifications, drawings, photographic negatives and positives, art work, copy layout,
consigned material for production or repair and other items furnished by Purchaser, either directly or
indirectly, to Seller or to any sub-supplier of Seller in connection with or related to any Order, or for
which Seller has been reimbursed by Purchaser (collectively, “Bailed Property”), shall be and remain the
property of Purchaser and be held by Seller on a bailment at-will basis. Seller shall bear the risk of loss of
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and damage to the Bailed Property and Seller, at its own expense, shall keep such Bailed Property insured
for the benefit of Purchaser, naming Purchaser as the loss payee and additional insured. The Bailed
Property shall at all times be properly housed and maintained by Seller; shall not be used by Seller for any
purpose other than the performance of the Order; shall be deemed to be personal property; shall be
conspicuously marked by Seller to identify it as the property of Purchaser and indicate Purchaser's name
and address; shall not be commingled with the property of Seller or with that of a third person and shall
not be moved from Seller's premises without the prior approval by Purchaser on the face of an Order or
Order amendment or in a Signed Writing of Purchaser’s Vice President – Purchasing. Seller, at its
expense, shall maintain, repair and refurbish Bailed Property in first class condition. All replacement
parts, additions, improvements and accessories for such Bailed Property shall automatically become
Purchaser's property upon their incorporation into or attachment to the Bailed Property.
B. Seller agrees that Purchaser has the right, at any time, with or without reason and without
payment of any kind to retake possession of or request return of any or all Bailed Property, without the
necessity of obtaining a court order. Upon the request of Purchaser, the Bailed Property shall be
immediately released to Purchaser or delivered to Purchaser by Seller, either (i) F.O.B. transport
equipment at Seller's plant, properly packaged and marked in accordance with the requirements of the
carrier selected by Purchaser to transport such property, or (ii) to any location designated by Purchaser, in
which event Purchaser shall pay to Seller the reasonable cost of delivering such Bailed Property to such
location. Purchaser shall have the right to enter onto Seller's premises at all reasonable times to inspect
the Bailed Property and Seller's records with respect thereto. When permitted by law, Seller waives any
lien or other rights that Seller might otherwise have on any of the Bailed Property for work performed on
such property, for the purchase price of any Goods or otherwise. Seller agrees that any missing
components of or inserts to any Bailed Property shall be replaced by Seller at current costs.
C. Seller acknowledges and agrees that (i) Purchaser is not the manufacturer of the Bailed
Property nor the manufacturer's agent nor a dealer therein; (ii) Purchaser is bailing the Bailed Property to
Seller for Seller's benefit; and (iii) Seller has inspected the Bailed Property and is satisfied that the Bailed
Property is suitable and fit for its purposes, and (ii) PURCHASER HAS NOT MADE AND DOES NOT
MAKE ANY WARRANTY OR REPRESENTATION WHATSOEVER, EITHER EXPRESS OR
IMPLIED, AS TO THE FITNESS, CONDITION, MERCHANTABILITY, DESIGN OR OPERATION
OF THE BAILED PROPERTY OR ITS FITNESS FOR ANY PARTICULAR PURPOSE. Purchaser will
not be liable to Seller for any loss, damage, injury or expense of any kind or nature caused, directly or
indirectly, by the Bailed Property, including, without limitation, its use or maintenance, or its repair,
service or adjustment, or by any interruption of service or for any loss of business whatsoever or
howsoever caused, including, without limitation any anticipatory damages, loss of profits or any other
indirect, special or consequential damages.
D. Seller authorizes Purchaser to file a UCC-1 financing statement or similar document with
the appropriate filing authority to give notice of Purchaser's ownership interest in the Bailed Property.
Failure to file a financing statement will not alter or amend Purchaser’s ownership rights to the Bailed
Property. Seller shall provide Purchaser, upon Purchaser’s request, with a written inventory of all Bailed
Property.
21. Seller's Property. Unless otherwise agreed to by Purchaser and Seller in a written agreement
signed by both Seller and Purchaser’s Vice President – Purchasing, Seller, at its expense: shall (i) furnish,
(ii) keep in good condition, and (iii) replace when necessary all Seller's Property (hereinafter defined).
Seller hereby grants Purchaser an irrevocable option to purchase, free and clear of all liens, claims and
other encumbrances, any or all of Seller's supplies, materials, molds, machinery, equipment, patterns,
tools, dies, jigs, fixtures, blueprints, designs, specifications, drawings, photographic negatives and
positives, art work, copy layout and other items necessary for the production of the Goods under any
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Order (collectively, “Seller's Property”) that are specially designed or configured for manufacture or
assembly of Goods under the Order upon Purchaser's payment of the unamortized portion of the cost of
such items of Seller's Property, less any amounts Purchaser previously has paid to Seller for the cost of
such Seller's Property. Seller shall permit Purchaser to audit Seller's records to verify the amount due for
any of Seller's Property. This option will not apply to any of Seller's Property that is used by Seller to
produce a substantial quantity of like products for other customers of Seller which cannot readily be
obtained by Seller's customer(s) from third parties unless, at Purchaser's election upon exercise of the
option, Seller assigns to Purchaser and Purchaser or its designee assumes Seller's obligation to produce
such products for Seller's other customers using those items of Seller's Property during the period
subsequent to the sale of Seller's Property to Purchaser. Seller shall cooperate with Purchaser's
reasonable requests for information regarding any such obligation to Seller's other customer(s) and to
effect such assignment and assumption. Purchaser's right to exercise the option under this Section 21 is
not conditioned on a breach by Seller or Purchaser's termination of the Order.
22. Rights of Entry, Reclamation and Inspection. Purchaser shall have the right to enter Seller's
facility during normal business hours or, in the event of a Seller shutdown, at reasonable times, to inspect
the facility, Goods, materials and any property of Purchaser covered by each Order and, without the
necessity of a court order, may enter upon Seller's property and remove property belonging to Purchaser
or any Customer of Purchaser, including, without limitation, Bailed Property and other Goods, inventory
or Seller's Property that has been or is agreed to be sold to Purchaser under the Order. Purchaser's
inspection of the Goods, whether during manufacture, prior to delivery or within a reasonable time after
delivery, shall not constitute acceptance of any work in process or finished Goods.
23. Subcontracting.
A. Seller shall not subcontract any of its duties or obligations under any Order without prior
approval by Purchaser on the face of an Order or Order amendment or in a Signed Writing by Purchaser’s
Vice President – Purchasing. Seller shall ensure that any subcontractor so approved complies with all
production part approval process requirements of Purchaser’s Customer and any other requirements of
Purchaser. Purchaser or Purchaser's representative shall be afforded the right to verify at any
subcontractor's premises and Seller's premises that subcontracted Goods conform to specified
requirements. Verification by Purchaser or Purchaser's representative shall not (i) shift responsibility for
quality by the subcontractor from Seller to Purchaser, (ii) absolve Seller of the responsibility to provide
acceptable Goods nor (iii) preclude subsequent rejection of Goods by Purchaser. Notwithstanding any
verification by Purchaser or Purchaser's representative, Seller remains fully liable for any work
subcontracted.
B. In the event Seller's subcontracting of any of the work under any Order is approved by
Purchaser on the face of an Order or Order amendment or in a Signed Writing by Purchaser’s Vice
President – Purchasing, and as a condition to such approval, Seller shall provide Purchaser with written
evidence that the subcontractor agrees to be bound by these Terms and Conditions and the Order.
C. In the event Seller cannot fulfill any of its obligations under any Order, Seller shall, at
Purchaser’s option and in addition to any other rights or remedies available to Purchaser under the Order
or otherwise, assign to Purchaser all of Seller’s rights with respect to any subcontractors under such
Order.
24. Nonconforming Goods. Purchaser, at its option, may reject and return at Seller's risk and
expense, or retain and correct, Goods received pursuant to any Order that fail to conform to the
requirements of the Order even if the nonconformity does not become apparent to Purchaser until the
manufacturing, processing or assembly stage or later. To the extent Purchaser rejects Goods as
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nonconforming, the quantities under the Order will not be reduced by the quantity of nonconforming
Goods unless Purchaser otherwise notifies Seller in writing. Seller shall replace nonconforming Goods
with conforming Goods unless otherwise notified in writing by Purchaser, including, without limitation
by way of a termination notice from Purchaser under Section 17.A. Nonconforming Goods will be held
by Purchaser for disposition in accordance with Seller's written instructions at Seller's risk. Seller's failure
to provide written instructions within ten (10) days (or such shorter period as may be commercially
reasonable under the circumstances) after notice of nonconformity shall entitle Purchaser, at Purchaser's
option, to charge Seller for storage and handling, or to dispose of the Goods without any liability of
Purchaser to Seller. Seller shall reimburse Purchaser for (a) any amounts paid by Purchaser on account of
the purchase price of any rejected nonconforming Goods, and (b) any costs incurred by Purchaser in
connection with the nonconforming Goods, including, but not limited to inspection, sorting, testing,
evaluations, storage or rework, within ten (10) days after a debit memo for the costs has been issued by
Purchaser. Payment by Purchaser for nonconforming Goods shall not constitute an acceptance, limit or
impair Purchaser's right to assert any legal or equitable remedy, or relieve Seller's responsibility for latent
defects.
25. Indemnification.
A. Seller hereby covenants and agrees to indemnify and hold harmless Purchaser, its
affiliates and subsidiaries, and their respective directors, officers, employees and agents from any claims,
liabilities, damages (including special, consequential, punitive and exemplary damages), costs and
expenses (including actual fees for attorneys, experts and consultants, settlement costs and judgments)
incurred in connection with any claims (including lawsuits, administrative claims, regulatory actions and
other proceedings to recover for personal injury or death, property damage or economic losses) that are
related in any way to or arise in any way from the Goods, Seller's representations, Seller’s performance of
or failure to perform obligations under any Order, including claims based on Seller's breach or alleged
breach of warranty (whether or not the Goods have been incorporated into Purchaser's products and/or
resold by Purchaser), and claims for any violation of any applicable law, ordinance or regulation or
government authorization or order. Seller's obligation to indemnify will apply regardless of whether the
claim arises in tort, negligence, contract, warranty, strict liability or otherwise, except to the extent of any
such liability arising solely out of the gross negligence of Purchaser. Seller’s indemnification obligations
will apply even if Purchaser furnishes all or a portion of the design and specifies all or a portion of the
processing used by Seller unless a separate written agreement signed by Seller and Purchaser’s Vice
President – Purchasing provides otherwise.
B. If Seller performs any work on Purchaser's premises or utilizes the property of Purchaser,
whether on or off Purchaser's premises, Seller shall indemnify and hold harmless Purchaser, its affiliates
and subsidiaries, and their respective directors, officers, employees and agents from and against any
liabilities, claims, demands or expenses (including actual fees for attorneys, experts and consultants,
settlement costs and judgments) for damages to the property of or injuries (including death) to Purchaser,
its employees or any other person arising from or in connection with Seller's performance of work or use
of Purchaser's property except to the extent of any such liability, claim or demand arising solely out of the
gross negligence of Purchaser.
26. Insurance. Seller shall obtain and maintain at its sole expense insurance coverage customary in
the industry and as otherwise required by law or reasonably requested by Purchaser with such insurance
carriers and in such amounts as are reasonably acceptable to Purchaser. This includes, without limitation,
providing full fire and extended coverage insurance for the replacement value of (i) all Seller's Property
and (ii) any Bailed Property, both for their full replacement value. All such insurance coverage shall
name Purchaser as loss payee and additional insured. Seller shall furnish to Purchaser certificates of
insurance setting forth the amount of coverage, policy number and date(s) of expiration for insurance
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maintained by Seller and such certificates must provide that Purchaser shall receive thirty (30) days prior
written notification from the insurer of any termination or reduction in the amount or scope of coverages.
Seller’s furnishing of certificates of insurance or purchase of insurance shall not release Seller of its
obligations or liabilities under any Order. If Seller shall fail to maintain any insurance under any Order,
Purchaser shall have the right to procure such insurance and Seller shall reimburse Purchaser on demand,
for all actual costs and expenses of procuring such insurance.
27. Compliance.
A. Seller agrees to comply with all federal, state, local and foreign laws, Executive Orders,
rules, regulations and ordinances that may be applicable to Seller's performance of its obligations under
each Order, and each Order shall be deemed to incorporate by reference all the clauses required by the
provisions of said laws, orders, rules, regulations and ordinances. All purchased materials used in
manufacture of the Goods shall satisfy current governmental and safety constraints on restricted, toxic
and hazardous materials as well as environmental, electrical and electromagnetic considerations
applicable to the country of manufacture and sale. All suppliers must be in compliance with ISO14001,
TS16949 and ELV or their successors, as amended from time to time.
B. Seller shall not (i) utilize forced or involuntary labor, regardless of its form, (ii) employ
any child, except as part of a government approved job training, apprenticeship or similar program, or (iii)
engage in abusive employment or corrupt business practices, in the supply or provision of Goods under
any Order.
C. Seller shall adopt and enforce a code of conduct for business practices with principles,
policies and procedures consistent with the principles, policies and procedures set forth in Purchaser’s
Code of Business Conduct and Ethics available through links provided on the Lear Corporation web site
at www.lear.com. Seller shall promptly report all violations of Seller’s code of conduct to Purchaser’s
Vice President – Purchasing.
D. Seller shall provide Purchaser written notice immediately upon becoming aware that any
director, officer or employee of Seller, or any of its subsidiaries or affiliates, is also a director, officer or
immediate family member of any director or officer of Purchaser, or any of its subsidiaries or affiliates.
As to employees of Seller only, Seller only needs to report this information to Purchaser if the employee
(excluding an officer or director of Seller) is substantively involved in Seller’s business relationship with
Purchaser or receives any direct or indirect compensation or benefit based on Seller’s business
relationship with Purchaser.
E. In the event Seller subcontracts any of its duties or obligations under any Order in
accordance with Section 23, Seller shall ensure that all subcontractors comply with the requirements
under this Section 27. At Purchaser’s request, Seller shall certify in writing Seller’s and its
subcontractor’s compliance with all such requirements. Purchaser shall have the right to audit and
monitor Seller’s and its subcontractor’s compliance with Seller’s and its subcontractor’s obligations under
any Order. Seller shall indemnify and hold harmless Purchaser, its affiliates and subsidiaries, and their
respective directors, officers, employees and agents from and against any liability claims, demands or
expenses (including actual fees for attorneys, experts and consultants, settlement costs and judgments)
arising from or relating to Seller’s or it’s subcontractor’s noncompliance.
28. Production Part Approval Requirements. With respect to Orders for production parts, Seller
agrees to meet the full requirements identified in the industry production part approval process manual
and agrees to present this information and data relating thereto to Purchaser upon request, regardless of
the authorized submission level, at Level No. 3 or its current equivalent unless otherwise authorized by
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Purchaser on the face of an Order or Order amendment or in a Signed Writing by Purchaser’s Vice
President – Purchasing.
29. Identification of Goods. All Goods supplied pursuant to each Order that are construed as a
completed part shall permanently bear Purchaser's part number and name or code name, Seller's name or
code name, and date of manufacture by Seller.
30. Shipping.
A. Seller agrees (i) to properly pack, mark and ship Goods in accordance with the
requirements of Purchaser and the involved carrier in a manner to secure the lowest transportation cost;
(ii) to route shipment in accordance with Purchaser's instructions; (iii) to make no charge for handling,
packaging, storage, transportation (including duties, taxes, fees, etc.), cost of vehicle or other transport
expenses or drayage of Goods unless otherwise approved by Purchaser on the face of an Order or Order
amendment or in a Signed Writing by Purchaser’s Vice President – Purchasing; (iv) to provide with each
shipment papers showing the Order number, Order amendment or Release number, Purchaser's part
number, Seller's part number where applicable, quantity of pieces in shipment, number of cartons or
containers in shipment, Seller's name and vendor number, the bill of lading number and the country of
origin; and (v) to promptly forward the original bill of lading or other shipment receipt for each shipment
in accordance with Purchaser's instructions and carrier requirements. The marks on each package and
identification of the Goods on packing slips, bills of lading and invoices shall be sufficient to enable
Purchaser to easily identify the Goods purchased.
B. For Goods that may contain potentially hazardous and/or restricted materials, if requested
by Purchaser, Seller shall promptly furnish to Purchaser in whatever form and detail Purchaser requests
(i) a list of all potentially hazardous ingredients in the Goods, (ii) the quantity of one or more such
ingredients, and (iii) information concerning any changes in or additions to such ingredients. Before
shipping the Goods, Seller agrees to furnish to Purchaser sufficient warning and notice in writing
(including appropriate labels on the Goods, containers and packing) of any hazardous material that is an
ingredient or a part of any of the Goods, together with such special handling instructions necessary to
advise the involved carriers, Purchaser, and their respective employees how to exercise that measure of
care and precaution that will best prevent bodily injury or property damage in the handling,
transportation, processing, use or disposal of the Goods, containers and packing shipped to Purchaser.
Seller shall comply with all applicable federal, state, local and foreign laws and regulations pertaining to
product and warning labels. If Goods are shipped by Seller to European destinations, before shipments
are made, Seller shall notify Purchaser of the “Classification of Dangerous Goods” as required by the
European Agreement concerning the “International Carriage of Dangerous Goods”.
C. Any packaging made of wood (including pallets) must conform to the international
softwood standards, including USDA Regulations on Wood Packaging Material Imports. In the event
Seller fails to comply with such standards, Seller shall be liable for all related replacement and
transportation costs.
31. Customs Drawback Documents, Other Government Requirements, and Export Controls.
A. Upon Purchaser's request, Seller shall furnish promptly all documents required for
customs drawback purposes, properly completed in accordance with government regulations applicable
thereto. Seller shall furthermore, at its expense, provide all information necessary (including written
documentation and electronic transaction records relating to the Goods, tooling and equipment necessary
for Purchaser to fulfill any customs-related or other Governmental agency-related obligations, origin
marking or labeling requirements and certification or local content reporting requirements, to enable
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Purchaser to claim preferential duty treatment at the time of entry for Goods, tooling and equipment
eligible under applicable trade preference regimes, and to make all arrangements that are necessary for the
Goods to be covered by any applicable duty deferral or free trade zone program(s) of the country of
import. Seller shall, at its expense, provide Purchaser or Purchaser’s nominated service provider with all
documentation to enable the Goods to be exported, and obtain all export licenses or authorizations
necessary for the export of the Goods, tooling and equipment unless otherwise indicated in the Order, in
which event Seller shall provide all information as may be necessary to enable Purchaser to obtain such
licenses or authorization(s). Credits or benefits resulting or arising from any Order, including trade
credits, export credits or the refund of duties, taxes or fees, shall belong to Purchaser.
B. Seller is responsible for any incorrect information provided by Seller or any non-
compliance with the U.S. Customs Regulations by Seller that results in penalties and/or additional duties
for Purchaser. Seller also acknowledges and agrees to adhere to all security procedures required by the
Customs-Trade Partnership Against Terrorism (C-TPAT). Seller shall share with Purchaser any audit or
inspection information related to C-TPAT inspection and/or validation at Seller’s location.
32. Invoices. All invoices and/or advanced shipping notices ("ASN") for Goods shipped pursuant to
each Order must reference the Order number, Order amendment or Release number, Purchaser's part
number, Seller's part number where applicable, quantity of pieces in shipment, number of cartons or
containers, Seller's name and number, and bill of lading number, before any payment will be made for
Goods by Purchaser. In addition, no invoice may reference any term separate from or different than these
Terms and Conditions or the terms that appear on the face of the Order. Purchaser reserves the right to
return all invoices or related documents submitted incorrectly. Payment terms will begin to run once the
latest correct invoice or ASN is received and input into Purchaser’s system by the applicable Purchaser
facility. Any payment by Purchaser of a nonconforming invoice is not an acceptance of any non-
conforming element or terms on such invoice.
33. Payment Terms.
A. Payment terms will be set for Seller on Purchaser’s central payables system if Seller is
included in Purchaser’s CPS system. If Seller is not a CPS Seller, payment terms are D65. D65 means
that invoices received through the fifteenth day of a given month will be paid on the fifth day of the
second month following.
B. If a payment date falls on a non-business day, payment will occur on the following
business day.
C. Notwithstanding the particular payment terms applicable to an Order, (i) in no event will
Seller have a right to payment for Tooling before Purchaser is paid by its Customer for such Tooling, (ii)
in no event will a Seller who is a Directed Supplier have a right to receive payment from Purchaser until
Purchaser is fully paid by Purchaser’s Customer for the related Goods or, as applicable, the goods into
which such Goods are incorporated, and (iii) Purchaser may, at its option, upon notice to Seller, revise its
payment terms for production Goods to take into account any change in the payment terms of Purchaser’s
Customer applicable to the Goods under any Order.
34. Setoff and Contractual Recoupment.
A. In addition to any right of setoff or recoupment provided or allowed by law, all amounts
due Seller, or any of its subsidiaries or affiliates shall be considered net of indebtedness or obligations of
Seller, or any of its subsidiaries or affiliates to Purchaser or any of its subsidiaries or affiliates, and
Purchaser or any of its subsidiaries or affiliates may setoff against or recoup from any amounts due or to
19
become due from Seller, or any of its subsidiaries or affiliates to Purchaser or any of its subsidiaries or
affiliates however and whenever arising. In the event that Purchaser or any of its subsidiaries or affiliates
reasonably feels itself at risk, Purchaser or any of its subsidiaries or affiliates may withhold and recoup a
corresponding amount due Seller or any of its subsidiaries or affiliates to protect against such risk.
B. An “affiliate” of a party means any other company that controls, is controlled by, or is
under common control with such party. For purposes of this definition, the term “control” means the
ownership, directly or indirectly, of twenty percent (20%) or more of the capital or equity of a company
or the ability, by voting securities, contract or otherwise, to elect a majority of the board of directors or
other governing body of such company.
C. If an obligation of Seller or any of its subsidiaries or affiliates to Purchaser or any of its

subsidiaries or affiliates is disputed, contingent or unliquidated, Purchaser or any of its subsidiaries or
affiliates may defer payment of all or any portion of the amount due until such obligation is resolved.
Without limiting the generality of the foregoing and by way of example only, in the event of a bankruptcy
of Seller, if all of the Orders between Purchaser and Seller have not been assumed, then Purchaser may
defer payment to Seller, via an administrative hold or otherwise, for Goods against potential rejection and
other damages.
35. Sales Tax Exemption. Purchaser hereby certifies that Goods purchased under each Order and
identified as industrial processing are eligible for state and federal sales tax exemption under the Federal
tax payer identification number indicated on the face of the Order.
36. Advertising. Seller shall not refer to Purchaser in advertising or public releases without the prior
approval in a Signed Writing of Purchaser’s Vice President – Purchasing and shall not use Purchaser's
trademarks or trade names in advertising or promotional materials.
37. Force Majeure. Any delay or failure of Purchaser or Seller to perform its obligations under the
Order will be excused if, and to the extent that, the party is unable to perform specifically due to an event
or occurrence beyond its reasonable control and without its fault or negligence, such as: acts of God;
restrictions, prohibitions, priorities or allocations imposed or actions taken by a governmental authority;
embargoes; fires; explosions; natural disasters; riots; wars; sabotage; or inability to obtain power. As soon
as possible (but no more than one full business day) after the occurrence, Seller shall provide written
notice describing such delay and assuring Purchaser of the anticipated duration of the delay and the time
that the delay will be cured. During the delay or failure to perform by Seller, Purchaser may at its option:
(a) purchase Goods from other sources and reduce its Releases to Seller by such quantities, without
liability of Purchaser to Seller and require Seller to reimburse Purchaser for any additional costs to
Purchaser of obtaining the substitute Goods compared to the prices set forth in the Order; (b) require
Seller to deliver to Purchaser at Purchaser’s expense all finished Goods, work in process and parts and
materials produced or acquired for work under the Order; or (c) require Seller to provide Goods from
other sources in quantities and at a time requested by Purchaser and at the price set forth in the Order. In
addition, Seller at its expense shall take all actions deemed reasonably necessary by Seller to ensure that
in the event of any anticipated labor disruption, strike or worker slowdown or resulting from the
expiration of Seller’s labor contracts, an uninterrupted supply of Goods will be available to Purchaser in
an area that will not be affected by any such disruption for a period of at least thirty (30) days. If upon
request of Purchaser, Seller fails to provide within ten (10) days (or such shorter period as Purchaser
requires) adequate assurances that any delay will not exceed thirty (30) days or if any delay lasts longer
than thirty (30) days, Purchaser may terminate the Order without liability and Seller shall reimburse
Purchaser for costs associated with the cancellation. Seller acknowledges and agrees that the change in
cost or availability of materials, components or services based on market conditions, supplier actions or
20
contract disputes will not excuse performance by Seller under theories of force majeure, commercial
impracticability or otherwise and Seller expressly assumes these risks.
38. Service and Replacement Parts.
A. Upon receipt of a Release, Seller shall sell to Purchaser all Goods necessary for
Purchaser to fulfill Purchaser's and its Customer’s service and replacement parts requirements for its
current model year at the then current production prices plus any actual net cost differential for required
unique packaging. If the Goods are systems, modules or assemblies, Seller shall sell the components or
parts of such systems, modules or assemblies at prices that will not in the aggregate exceed the then
current production price of the system, module or assembly less the costs of labor involved in connection
with the system, module or assembly plus any actual net cost differential for required unique packaging.
B. After termination of the current model production of the vehicle involved, Seller shall sell
to Purchaser Goods necessary for Purchaser to fulfill Purchaser's and its Customers’ service and
replacement parts requirements for past model years at the prices then specified in the last Order for
current model production plus any actual net cost differential for required unique packaging for the first
five (5) years of past model service. For the following ten (10) years of past model service or such longer
period as Purchaser’s Customer requires service parts, the prices shall be as specified in the last Order for
current model production plus any actual net cost differential for required unique packaging, plus any
actual net cost differential for manufacturing costs as mutually agreed between Purchaser and Seller.
39. Compliance with Equal Employment Opportunity. To the extent that the Goods provided
under any Order may be deemed to be necessary for the performance of a government contract, Seller
agrees to comply with the EEO Clause in Section 202 of Executive Order 11246, as amended, and any
successor thereto.
40. Packaging. All packaging must conform to Purchaser's standard packaging requirements, which
are available through links provided on the Lear Corporation web site at www.lear.com under Supplier
Information.
41. Claims from Seller. Any action by Seller under any Order must be commenced within one (1)
year after the breach or other event giving rise to Seller’s claim occurs, regardless of Seller's lack of
knowledge of the breach or other event giving rise to such claim.
42. Severability. If any term(s) of the Order is invalid or unenforceable under any statute,
regulation, ordinance, executive order or other rule of law, such term(s) shall be deemed reformed or
deleted, as the case may be, but only to the extent necessary to comply with such statute, regulation,
ordinance, order or rule, and the remaining provisions of the Order shall remain in full force and effect.
43. Electronic Communications and Electronic Signatures. Seller shall comply with any method
of electronic communication specified by Purchaser, including requirements for electronic funds transfer,
purchase order transmission, production Releases, electronic signature, and communication. E-mails,
even those containing a signature block of one of Purchaser’s representatives shall not constitute a Signed
Writing.
44. Notices. All notices, claims and other communications to Purchaser required or permitted under
the Order shall be made in writing and sent by certified or registered mail, return receipt requested and
proper postage prepaid to the following address and shall be effective only upon receipt by Purchaser:
Lear Corporation
21
21557 Telegraph Road

Southfield, Michigan 48034
Attn: Vice President – Purchasing
Seller’s failure to provide any notice, claim or other communication to Purchaser in the manner and
within the time periods specified in the Order shall constitute a waiver by Purchaser of any and all rights
and remedies that otherwise would have been available to Seller upon making such notice, claim or other
communication.
45. Confidentiality.
A. Seller shall (i) keep all Purchaser’s information confidential and disclose it only to its
employees who need to know such Purchaser’s information in order for Seller to supply Goods, tooling,
and equipment to Purchaser under the Order and (ii) use Purchaser’s Information solely for the purpose of
supplying Goods to Purchaser. “Purchaser’s information” means all information provided to Seller by
Purchaser or its representatives or subcontractors in connection with the business, programs, and Goods
covered by the Order, including without limitation, pricing and other terms of the Order, specifications,
data, formulas, compositions, designs, sketches, photographs, samples, prototypes, test vehicles,
manufacturing, packaging or shipping methods and processes and computer software and programs
(including object code and source code). Purchaser’s information also includes any materials or
information that contain, or are based on, any Purchaser’s Information, whether prepared by Purchaser,
Seller or any other person.
B. Seller shall promptly notify Purchaser if it has provided information to a Government

regarding the Goods, tooling or equipment provided, including information provided to the U.S.
Government in accordance with the following reporting requirements of U.S. law: 49 CFR Part 573
(Defect and Noncompliance Reporting) and 49 CFR Part 579 (Reporting of Information and
Communications about Potential Defects.)
46. Tooling & Equipment - Supplemental Terms. In addition to being governed by these Terms
and Conditions, each Order for the purchase of tooling (“Tooling”) and equipment (“Equipment”) shall be
governed by Purchaser’s Supplemental Tooling and Equipment Terms which are available through links
provided on the Lear Corporation web site at www.lear.com under Supplier Information (the
“Supplemental Tooling and Equipment Terms”); provided, that in the event of an inconsistency between
these Terms and Conditions and the Supplemental Tooling and Equipment Terms, the Supplemental
Tooling and Equipment Terms shall control as to all such Tooling and Equipment.
47. Service Terms - Supplemental Terms. In addition to being governed by these Terms and
Conditions, each Order for the purchase of services unrelated to production Goods shall be governed by
Purchaser’s Supplemental Service Terms which are available through links provided on the Lear
Corporation web site at www.lear.com under Supplier Information (the “Supplemental Service Terms”);
provided that, in the event of an inconsistency between these Terms and Conditions and the Supplemental
Service Terms, the Supplemental Service Terms shall control as to all such services unrelated to
production Goods.
48. Construction. When used in the Order, "including" means "including, without limitation," and
terms defined in the singular include the plural and vice versa. The headers, titles and numbering are for
convenience of reference only and shall not affect the construction or interpretation of the Order.
49. Entire Agreement; Modification. The Order, together with the attachments, exhibits or
supplements specifically referenced in the Order, constitutes the entire agreement between Seller and
22
Purchaser with respect to the matters contained in the Order and supersedes all prior oral or written
representations and agreements. Purchaser may modify the Terms and Conditions, at any time, by
posting notice of such modified Terms and Conditions through links provided on the Lear Corporation
web site at www.lear.com under Supplier Information at least ten (10) days prior to any modified Terms
and Conditions becoming effective. Seller shall review the Lear Corporation website and the Terms and
Conditions periodically. Seller’s continued performance under the Order without providing written notice
to Purchaser in accordance with Section 44 detailing Seller’s objection to any modified Terms and
Conditions prior to the effective date of such modified Terms and Conditions will be subject to and will
constitute Seller’s acceptance of such modified Terms and Conditions. Except as provided in the
preceding sentences or as otherwise provided in these Terms and Conditions, the Order may only be
modified by an Order amendment or a Signed Writing by Purchaser’s Vice President – Purchasing.
50. Governing Law; Jurisdiction; Venue. Each Order shall be governed by the internal laws of the
State of Michigan without regard to any applicable conflict of laws provisions. The United Nations
Convention on the International Sale of Goods is expressly excluded. Subject to the arbitration
provisions of Section 51, Seller consents to the exclusive jurisdiction of the appropriate federal court in
the U.S. District Court for the Eastern District of Michigan, Southern Division or of the state courts in
Oakland County, Michigan for any legal or equitable action or proceeding arising out of, or in connection
with, each Order. Seller specifically waives any and all objections to venue in such courts.
51. Arbitration. All disputes arising under or in connection with any Order or any other document
pertaining to any Order shall be finally settled by arbitration in Southfield, Michigan, before a single
arbitrator appointed by the American Arbitration Association (“AAA”) which arbitration shall be
conducted under AAA’s commercial arbitration rules then in effect at the time of the Order provided,
however, that discovery shall be permitted in accordance with the United States Federal Rules of Civil
Procedure. The decision of the arbitrator shall be final and binding upon Purchaser and Seller, shall not be
appealable, and judgment on the award rendered may be entered in any court of competent jurisdiction.
The arbitrators will have no authority to award punitive or other damages not measured by the prevailing
party’s actual damages. Each party will bear equally the costs and expenses of AAA and of the arbitrator.
Each party will bear its own costs and expenses. The failure by one party to pay its share of arbitration
fees constitutes a waiver of such party’s claim or defense in the arbitration. All arbitration proceedings
shall be confidential, except to the extent that disclosure is necessary to enforce an arbitration award in a
court of competent jurisdiction. Notwithstanding anything to the contrary, Purchaser shall have the right,
without waiving any remedy under the Order, to seek from any court of competent jurisdiction (a)
equitable relief and (b) any interim or provisional relief that is necessary to protect the rights or property
of Purchaser.
52. Waiver of Jury Trial. PURCHASER AND SELLER ACKNOWLEDGE THAT THE RIGHT
TO TRIAL BY JURY IS A CONSTITUTIONAL ONE, BUT THAT IT MAY BE WAIVED. EACH OF
PURCHASER AND SELLER, AFTER CONSULTING (OR HAVING THE OPPORTUNITY TO
CONSULT) WITH COUNSEL OF ITS CHOICE, KNOWINGLY, VOLUNTARILY AND
INTENTIONALLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION OR OTHER
LEGAL PROCEEDING ARISING OUT OF OR RELATING TO ANY ORDER OR ANY OTHER
DOCUMENT PERTAINING TO ANY ORDER.
23
ATTACHMENT 2
PU18809 Release 0
Supplier: IN1342 DESTINATION 04/19/07
INTERNATIONAL CORRUGATED
& PACKAGING SUPPLIES, INC. LEAR Routing Instruc
1490 GEORGE DIETER 142
EL PASO, TX 79936 N-30 INDICATED
UNITED STATES
Page: 1
LEAR MEXICAN SEATING LEAR MEXICAN SEATING CORP.

LEAR TRIM LP-LA CUESTA PLANT P. 0. BOX 17709
950 LOMA VERDE DR EL PASO, TX 79917
EL PASO, TX 79936 UNITED STATES
UNITED STATES
OPEN ORDER FOR MFG/PRO Date Printed: 08/11/16
REV A/ SE EMITIO ESTA ORDEN PARA USARLA EN MFG PRO. SE LICITARAN MATERIALES
PARA FINALES DE ENERO QUEDANDO IMPLEMENTADA PARA MEDIDADOS DE FEBRERO 2008.
Due Date
1 20721-NI-01 0.0 PC 12/31/07 1.39

Acct# 76130
PART NUMBER DESCRIPTION PRICE
LE275Cl91616 BACK PANEL BOX $ 1.39
2 20721-NI-02 0.0 PC 12/31/07 0.07015

Acct# 76130
LE20Gl916 CHIPBOARD FOR BACK PANEL $ 0.07015
3 20721-NI-03 0.0 PC 12/31/07 1.92

Acct# 76130
LE275C242020 BOX 24' X 20' X 20 1
$ 1.92
4 20721-NI-04 0.0 PC 12/31/07 0.16

Acct# 76130
LE20G2420 CHIPBOARD FOR BACK PANEL $ 0.16
*
PU18809 Release 0

UNITED STATES
Page: 2

UNITED STATES
Due Date
4 20721-NI-04 ****Co****
PLEASE ADD CERTIFICATE OF ORIGIN FOR THIS PURCHASE ORDER
*
VENDOR CODE, BUYER PART NUMBER, LINE, PURCHASE ORDER AND OR RELEASE MUST BE
SHOWN ON ALL INVOICES AND PACKING SLIPS. INVOICE IN ACCORDANCE WITH UNIT OF
MEASURE SHOWN ON AUTHORIZATION. PLEASE ADVISE BUYER IF ANY CHANGE.
PLEASE MARK MATERIAL ATTN:
* ROBERTO SANDOVAL
DEPARTMENT MATERIALS
PLANT SL, LC, RB & JRZ
"No employee or agent of Lear Corporation or its subsidiaries ("Lear") is
authorized to conclude any legally binding agreement by email unless that
agreement is expressly and subsequently confirmed in writing as part of a
definitive agreement or purchase order by an authorized representative of
Lear.
In addition, please note that all Lear Purchases are governed by Lear's
Purchase Order Terms and Conditions available at www.lear.covisint.com and
that all unit or sales volume numbers provided to suppliers are estimates
only and are not commitments by Lear. Be advise that Lear reserves the right
to terminate any and all purchase orders for convenience pursuant to Lear's
Purchase Order Terms and Conditions. Any change or modification to this
reservation is not effective unless and until it is expressly stated on the
face of each related purchase order."
*
IF THERE IS ANY QUESTION REGARDING THIS PURCHASE ORDER, PLEASE FEEL FREE TO
CONTACT ME AT (915) 787- 3607 BUYER: YOLANDA MEDINA
"WOOD PACK.AGING MATERIAL SHOULD BE IN COMPLIANCE WITH ISPM 15
AND/OR NOM 144".
PU18809 Release 0

UNITED STATES
Page: 3
UNITED STATES
Line Total: 0.00

Total Tax: 0.00
USD Total: 0.00
Case 3:15-cv-00405-DCG
PurchaseDocument 25-1 Filed 09/15/16 Page 30 of 76
• THESE ITEMS MUST APPEAR ON ALL SHIPPING AND BILLING DOCUMENTS
Notificacation
Blanket order number (if any) Purchase Order Number, or Release Authori-
* zation when blanket order is entered at left
D Release D Purchase Order D Requisition * No.
(other)
Supplier: IN1342
& PACKAGING SUPPLIES, INC.
EL PASO, TX 79936
UNITED STATES Seller's DBy destination
Seller, agrees to sell and deliver supplies or services specified herein
sub·ec1 to lh l rms and conditions on the face and reverse side hereof. delive,y traff,c
•Ship lo: * Invoice lo: age ;
Lear Trim L . P.-Vict oria Pln Do not bill sales or use tax because pur•
chases are covered by direct pay perm,ts or
LEAR TRIM L . P .
950 LOMA VERDE DR exemptions. P . 0 . BOX 17709
El Paso, TX 79936 D Do not bill sales or use tax because pur-
chases are for resale
EL PASO, TX 79917
UNITED STATES
United States
See Section 15 for additional lnformalion and
instrvccions
*** OPEN PO FOR MFG/PRO Date Printed: 06/16/09
LINE#• ITEM NUMBER• QUANTITY• U/M • PRC/QTY UNIT UNIT PRICE

- · --· --· - - - · · · - · - • - • • DESCRIPTION ---- --- - ------- - --- --- - -- --- - - - - - - - - - ----------- - - - - DESCRIPTION - - - --- - -- - - - - - - -- - - - - - - -
Due Date
------- -
1 20721-NI-01 1.0 PC 06/30/09 9 . 72
Acct# 79 146
SR66CT18629 7066 CORBOARD 9.72
2 20721-NI-02 1.0 PC 0 6/3 0/09 6 . 50
Acct# 79146
PART NUMBER DESCRIPTION PRI CE
FR13CT18012 706 6H (1/2) PACK 6.50
3 20721-NI-03 1. 0 PC 06/30/09 8.39
Acct# 79146
FR13CT18023A SMALL CARBOARD 8.39
4 20721-NI-04 1. 0 PC 0 6/30 /09 10.55
Acct# 79146
FR13CT171275A MEDIUM W/WINDOW 10.55
5 20721-NI-05 1.0 PC 06/30/09 11.329
Acct# 79146
FR13CT20029A LARGE CARBOARD 11.329
6 20721-NI - 06 1. 0 PC 06/30/09 10 . 55
Acct# 79146
LR11CT191275 MEDIUM NO WINDOW 10.55
ATTACHMENT 3 By - ---- -- - -.JUN-+&-2009-- -----

Approved by Dale Approved by Date Approved by Approve by
Notificacation
*
D D DPU22900 :ation when blan~\:rf(fg~~ered atcrft
Supplier. IN13
I NTERNATIONAL CORRUGATED
Release Purchase Order Requisition
I fr
elrar 8<
f;i~~~
plant
es~T
(Other)
No.
ate of 0<der / /
·06 16 09
& PACKAGING SUPPLIES, INC . lrans,ation terms (othfjr) ,
1490 GEORGE DIETER 142 Collet ~ A i R Rouc1ng
EL PASO, TX 79936 Payments terms Shipping11Qint.
UNITED STATES N-45 INDICATED
Setter, agrees tosell and deliver supplies or services specified herein Seller's DBy destination (other) Page: 2
sub·e to the terms and conditions en th f andreverse side hereof. delivery traffic
•Sh~ear Trim L. P. - V1c t or1a Il ALES ANO USE TEXAS • lnvmc
950 LOMA VERDE DR Dchases
Do not billsales or use tax because pur-
are covered by direct pay permits or P. 0 . BOX 17709
El Paso, TX 79936 exemptions. EL PASO, TX 79917
United States Dchases
Do not bill sales or use tax because pur-
are 10< resale
UNITED STATES
See Secllon 15 foradditionallnf0<matlon and
instrucclons
LINE#• ITEM NUMBER• QUANTITY• U/M• PRC/QTY UNIT UNIT PRiCE

-------- - ----- --- ---- DESCRIPTION -------------------------------------- - - - --- - - - DESCRIPTION
7 20721-NI-07 1.0 PC 06/30/09 2.00
Acct# 79146
FE20CS5727 WINDOW DIVIDER 2 . 00
8 20721 - NI -0 8 1.0 PC 06/30/09 18.95
Acct# 79146
FR13CT20032 TRIPLE WALL 90 ECT KRAFT 32" 18.95
*
*
SHOWN ON ALL INVOICES AND PACKING SLIPS . INVOICE IN ACCORDANCE WITH UNIT OF
MEASURE SHOWN ON AUTHORIZATION. PLEASE ADVISE BUYER IF ANY CHANGE .
PLEASE MARK MATERIAL ATTN: JOSUE OLIVAS
*
MATERIALS DEPARTMENT
RB, SL, LC PLANTS
"No employee o r agent of Lear Corporation or its subsidiaries ("Lear") is
agreement is expressly and subsequent ly confirmed in writing as part of a
definitive a greement or purchase order by an authorized representative of
Lear .
"This Purchase Order incorporates and is governed by the Lear Corporation
Purchase Order Terms and Conditions (March 1, 2006 - as modified for the
county from which Lear or the applicable Lear affiliate issues the Purchase
Approved by Date Approved by Date Approved by Date

BUYER
Notificacation
* zation when blank.et or.de.r is entered atJeft
D Requisition PU22900 * No. Ke.Lease u
& PACKAGING SUPPLI ES, INC.
EL PASO, TX 79936
UNITED STATES N-45 Shipping 'rND I CATED
sub"e to the terms and condlti n on the face and reverse side h r f.
Seller's
delivery
osy destiriation
traffic
(olher)
Page: 3
•Sh~ar Trim L. P . -V1.ctor1.a P AlES AND USE TEXAS
950 LOMA VERDE DR D Do nol bill sales or use tax because pur-
chases are covered by direct pay permits or
P . 0. BOX 17709
El Paso, TX 79936 exemptions. EL PASO, TX 79917
United States D Do not bill sales or use tax because pur-
UNITED STATES
See Section 15 for additional lnformallon and
lnstrvcclons
Due Date
• • ~ • ! •
LINE'~* ITl;M NUMB~~• Ct!.'\Ni!TY • 'J1NI~ ~i.:CIQTY UNIT W;IT ~R'C::' n

--tiii:1Tr:tYg··of· a~C~J~t:o'"'f:·,--·s-a·1-es·-repres-entat±ve··or·em~~,@l:!O~f--&ttppl-i-e-r--or· a
person who beneficially owns more than 5% of the ownership interest of
Suppli er, who is affiliated with or is an officer or director (or a family
member of any such director or officer) of Buyer or any of its
subsidiaries . " Be advise that Lear reserves the right to terminat e any and
all purchase orders for convenience pursuant to Lear's Purchase Order Terms
and Conditions. "Any change or modification to this reservation is not
effective unless and until it is expressly stated on the face of each
related purchase order" .
*
CONTACT ME AT (915) 787 - 3604 BUYER : BLANCA SOLIS
"WOOD PACKAGING MATERIAL SHOULD BE IN COMPLIANCE WITH ISPM 15 AND/OR NOM
11
144.
Line Total: 77 . 99
Total Tax: 0.00
USD Total: 77.99
Approved by Date App,oved by Date Approved b roved 13tJYER Date

Purchase
Q tEAR Case 3:15-cv-00405-DCG
CORPORATION
Notification
* THESE
Document 25-1ITEMS MUST APPEAR ON ALL SHIPPING AND BILLING DOCUMENTS
Filed 09/15/16 Page 33 of 76
* zation when blanke t order is ent e red at l eft
D Release D Purchase Order D Requisition * No.
IL J i t l e t r a ~ (other)
Carrl~r
selle s
s~&I® 5 ~~f~se 0
plant
Supplier: IN1342
L Jrtatlon tt::::JN ~) Dolivery dato
INTERNATIONAL CORRUGATED Collect pail:?LAN 09/10/09
& PACKAGING SUPPLIES, INC . Payments terms
1490 GEORGE DIETER 142 LEAR Routing Ins ~ ~ i n t
EL PASO, TX 79936
Sell.er,~&1l~~mer
subject
supplies or services specified herein
s ana con I ions on the face and reverse side hereof.
~eller~ ~ deslinauN - (~~r)
ellve t fflc
INDICATED
•Ship to: SALES AND USE TAXES
* Invoice to:
PL.Al fJ
Page : 1
LEAR TRIM L.P. JUAREZ chases. are covered by direct pay permits or LEAR TRIM L.P.
exemptions.
950 LOMA VERDE DR P . 0. BOX 17709
EL PASO, TX 79936 0 Do not bill sales or use tax because pur-
chases are for resale. EL PASO, TX 79917
UNITED STATES ~ee Se~tlon 15 for additional information and UNITED STATES
mstrucc1ons
OPEN PO FOR MFG/PRO Date Printed: 09/10/09
LINE# • ITEM NUMBER • QUANTITY • U/M • PRC/QTY U/M UNIT PRICE

- - - - - - - - - - - - - - - DESCRIPTION - - - - - - - - - - - - - - - - - - DESCRIPTION - - - - - - - - - - - - - -
Due Date
1 20720 NI-01 1.0 ST 09/10/10 37.00

Acct# 84145
CAJA GAYLOR CON PARTICIONES BASEY TAPA DOBLE PARED 275 TAPA Y BASE EN 44
ECT SETS DE PARTICIONES EN 44 ECT.
NO. DE PARTE LE44ECT484547 CORRUGATED BOXES
*
*
SHOWN ON ALL INVOICES AND PACKING SLIPS . INVOICE IN ACCORDANCE WITH UNIT OF
MEASURE SHOWN ON AUTHORIZATION. PLEASE ADVISE BUYER IF ANY CHANGE.
PLEASE MARK MATERIAL ATTN : PEDRO SALAS
*
FUENTES PLANT
"No employee or agent of Lear Corporation or its subsidiaries ( 11 Lear 11 ) is
authorized to conclude a ny legally binding agreemen t by email unless that
definit i ve agreement or purchase order by an authorized representative of
ATTACHMENT 4
Approved by Date Approved by Date Approved by
Purchase
0 D~!1!t.
D
Release Purchase Order

* THESE ITEMS MUST APPEAR ON ALL SHIPPING AND BILLING DOCUMENTS
Document
Notification
D
25-1 Filed 09/15/16 Page 34 of 76
Requisition
Blanket order number {if any)
*
Purchase Order Number, or Release Authori-
zation when blanket order is entered at left
*
Supplier: IN1342
1490 GEORGE DIETER 142 ayments terms
EL PASO, TX 79936
UNITED STATES rl:lri.'iilnn~~~~~~-~~~~~ -1-~---1...l.'J..Uc..L.1...a..J.....c.J..L_~
Sel\er, agrees to sell and deliver supplies or services specified herein ~ eller'sl---iav destination (other)
sub ect to the terms and conditions on the face and reverse side hereof. L_Jl'e11vor,t___Jtraffic
* Ship to: SALES ANO USE TAXES
LEAR TRIM L.P. JUAREZ PLAN Do not bill sales or use tax because pur-
*
lnvoiCffAR TRIM L . P .
950 LOMA VERDE DR chases. are covered by direct pay permits or P. 0 . BOX 17709
exemptions.
EL PASO, TX 79936
UNITEID STATES
D
chases are for resale.
EL PASO, TX 79917
UNITED STATES
See Se~tion 15 for additional information and
lnstrucc1ons
OPEN PO FOR MFG/PRO Date Printed: 09/10/09
LINE# * ITEM NUMBER * QUANTITY • U/M • PRC/QTY U/M UNIT PRICE

- - - - - - - - - - - - - - - DESCRIPTION - - - - - - - - - - - - - - - - - - -- - - - - -- - - -- - - - DESCRIPTION - - - - - - - - - - - - - -
Line Total : 37.00

Total Tax: 0.00
USD Total: 37.00
SEP 10 2009
Approved by Date Approved by Date Approved by Approved by
Purchase
Notification
*
D Release D Purchase Order D Requisition
PU25934 zation when blanRef'l~~@!ered a~ft
* No .
. . . ,t etra~ser , I) nT. 7\1'T er
Supplier: IN1342 Carner
seller's
e sm"iaii.aru.'4
INTERNATIONAL CORRUGATED plant

ransp (tation ~ cP 7\.0
& PACKAGING SUPPLIES, INC. Collet L__f'LDF'W" R OU
jothw •
1:: 1 ng
1490 GEORGE DIETER 142 Payments terms
EL PASO, TX 79936 45 AVG Shipping fflD I CATED
UNITED STATES
sub·ect to the terms and conditions on the face and reverse side hereof.
~ S eller's
L_Jdelivery
DBy destination
traffic
(other)
age :
p 1
*5hipto: SALES AND USE TEXAS * Invoice to:
LEAR TRIM, LP/ADMIN CENT OFFI D Do not bill sales or use tax because pur- LEAR TRIM L , P ,
p • O. BOX l 7709
C/0 LEAR 3L LINC/RYDER ::~e;ti!es.c overedbydirect paypermttsor
CROSS DOCK ODonotbillsalesorusetax beeausepur- EL PASO, TX 79917

9500 PLAZA CIRCLE chasesareforresale UNITED STATES
EL PASO, TX 79927 See Section 15 for addttional information and
instructions
Date Printed: 03/29/11

• •• • ··-· • · - - - -- • • •• I -·'" ·- - • • . . . . . . - ••
l.'~!':t/c• ITEMN':JMBE~+ QUANTITY* U/M• PRC/QTY UNIT UNITPRICE

Aj;fpr6v-ea-by- -JaWe~P~i-rez--------------------------------------- DESCRIPTION - - - --- - - - - --- - - -- - - -
Please charge to 250
Control#: BS-0862
Due Date
1 20722-NI-01 350.0 EA 09/30/11 5.00 ·
Acct# 76130
PALLET 48 X 40 HEAT TREATED
2 20726-NI-02 48.0 EA 09/30/11 29 . 00
Acct# 76130
STRETCH FILM 18 " X 15000' TORQUE CLEAR
PLEASE ADD CERTIFICATE OF ORIGIN FOR THIS PURCHASE ORDER.
VENDOR CODE, BUYER PART NUMBER, LINE ITEM, PURCHASE ORDER AND OR RELEASE
MUST BE SHOWN ON ALL INVOICES AND PACKING SLIPS. THE PACKING SLIP MUST SHOW
THE ITEM DESCRIPTION, THE QUANTITY AND UNIT PRICE OF ITEMS PURCHASED AS WELL
AS THE COUNTRY OF ORIGIN OF THE PARTS. INVOICES MUST BE IN ACCORDANCE WITH
UNIT OF MEASURE SHOWN ON PURCHASE ORDER . PLEASE ADVICE BUYER OF ANY CHANGES.
PLEASE MARK MATERIAL ATTN: MARY LOU CORONA
*
CROSS DOCK
LINC/ RYDER
ATTACHMENT 5
Purchase
Notification
*
PU25934 zation when blan~m_~r~~ered atjeft
* No.
Supplier: IN1342 1tle trarsfer~ ) r>T. 7\ 1'~
Camer
seller's
es1111aiou~
er) ateo order
03129 / l l
INTERNATIONAL CORRUGATED plant
& PACKAGING SUPPLIES, INC. Ins

EL PASO, TX 79936 45 AVG Shipping ffln I CATED
UNITED STATES
Seller, agrees to sell and deliver supplies or services specified herein outin Seller's o s y destination (other)
sub ect to the terms and conditions on the face and reverse side hereof. delivery traffic Page : 2
*5hipto: SALES AND us:ETEXAS * Invoice to:
LEAR TRIM,LP/ADMIN CENT OFFI D Do not bill sales or use tax because pur- LEAR TR IM L . P .
p . O . BOX l 7 7 O 9
C/0 LEAR 3L LINC/RYDER ::e;ti~es~vered by direct pay perm~s or
CROSS DOCK ODonot bill satesorusetaxbecausepur- EL PASO, TX 79917

9500 PLAZA CIRCLE chasesareforresale UNITED STATES
See Section 15 for additional information and
EL PASO, TX 79927 instructions
Date Printed: 03/29/11
LINE#• ITEM NUMBER*

2 - -z072o :.Nr=0"2 DESCRIPTION
QUANTITY* U/M•
- -.,.....*.,.....-,r-co- -..,._.*..,._.*
. - ·-
------------ - -- -- -- ---------- ------ ---- - - - --
- PRC/QTY
DESCRIPTION
UNIT UNIT PRICE

Lear.
Purchase Order Terms and Conditions (March 1 , 2006 - as modified for the
Order), avai l able at http://lear .covisint.com. Supplier must inform Buyer in
writing of any director, sales representative or employee of Supplier or a
Supplier, who is affiliated with or is an officer or director (or a family ·
subsidiaries . " Be advise that Lear reserves the right t o terminate any and
related purchase order".
*
CONTACT ME AT (915) 787 - 3604 BUYER: BLANCA SOLIS
144 . "
MAR 2 9 2011
Approved by Date Approved by Date Approved by Date Date
l
Purchase
Notification
*
PU25934 zation when blan~m_~~ered atjeft
* No.
Supplier: IN1342 ltle trars e r ~) DT. 71 ,_~.JAll'ter)
Came<
selle(s
es1111awru~T.A.
aeo order
03129 /ll
INTERNATIONAL CORRUGATED pjant
& PACKAGING SUPPLIES, INC. ~ r t a t i o n ~ ~Z:..;Q R JQt~!ll),

~c~~~-~ oucing Ins
EL PASO, TX 79936 Payments terms
45 AVG Shipping mo I CATED
UNITED STATES
Seller, agrees to sell and deliver supplies or services specified herein ~Seller'sDBydestination (other) Page: 3
sub·ea to the terms and oond~ions on the face and reverse side hereof. l__Jdelivery traffic
*Ship to: SALES ANO USE TEXAS * Invoice to:
LEAR TRIM,LP/ADMIN CENT OFFI D Do not bill sales or use tax because pur- LEAR TRIM L . P .
p. O. BOX 17709
C/0 LEAR 3L LINC/RYDER :::;ti~~e/overedbydirectpaypermitsor
CROSS DOCK ODonotbill salesorusetaxbecausepur- EL PASO, TX 79917

9500 PLAZA CIRCLE chasesareforresa/e UNITED STATES
EL PASO, TX 79927 See Section 15 for add~ional information and
instructions
Date Printed : 03/29/11
LINE # * ITEM NUMBER* QUANTITY* U/M• PRC/QTY UNIT UNIT PRICE

-- ----- - - - - - - -- - - - DESCRIPTION - - - - - - -- ---- --- - -- - - --- - - - -- - -- - - -- - - - - - - - - - DESCRIPTION - -- - - - - --- -- - - - - - - - -
Line Total: 3,142 . 00

Total Tax: 0.00
USD Total: 3,142.00
MAR 2 9 2011
By __ _
Approved by Date Approved by Date Date Approved b Date
Purchase
Q LEAR CORPORATION
Notification
* THESE ITEMS MUST APPEAR ON All SHIPPING AND BILLING DOCUMENTS

I* PU26158
zation when blanket o_rer is entered at left
* No. Re ease O
T,tle tra,sfer po~) \O nerJ oate of order
Supplier: IN1342 0 fe~?~
plant I es~T 05/31/11
& PACK.AGING SUPPLIES, INC. 1 LJ
ranspo,rtation
Collet
(other)
~R Routing Ins true
Delivery date
1490 GEORGE DIETER 142 Payments terms Shipping point.
EL PASO, TX 79936 45 AVG INDICATED
~J.~iPto ~1'fniJ:~Psupplies or services specified herein
subiect to lhe terms and conditions on the face and reverse side hereof.
.Ship to: SALES AND USE TEXAS
o Seller's D By destination
delivery traffic
(other)
* Invoice to:
Paoe: 1
LEAR TRIM,LP/ADMIN CENT OFFI D Do not bill sales or use tax because pur-
chases are covered by direct pay permits or LEAR TRIM L.P.
C/0 LEAR 3L LINC/RYDER exemptions. P. 0. BOX 17 709
CROSS DOCK D Do not bill sales or use tax because pur-
chases are for resale EL PASO, TX 79917
9500 PLAZA CIRCLE See Section 15 for additionalinformation and UNITED STATES
- · ~ . L .... . -
--- -
u•~•--
**ORDEN DE COMPRA ABIERTA *** Date Printed: 05/31/11
LINE#• ITEM NUMBER* QUANTITY• U/M• PRC/QTY UNIT UNIT PRICE

- - - - - ------ -- - --- - DESCRIPTION - - - - - - - - - - - -- - - - -------------- - --- - -- - - - - - - - DESCRIPTION ---- -- - - -- - - - - - - - - - -
Due Date
1 20770-NI-01 216.0 EA 12/31/11 0.96
Acct# 76135
OPEN PO FOR 6 MONTHS
DESCRIPTION: TAPE CLEAR 48MM X 110 YDS HIGH PERFORMANCE PART#: 6175372
UNIT OF MEASURE SHOWN ON PURCHASE ORDER. PLEASE ADVICE BUYER OF ANY CHANGES .
*
DEPARTMENT
LYNC/RYDER PLANT
Lear.
Order), available at http : //lear.covisint.com. Supplier must inform Buyer in
ATTACHMENT 6 By ______ --JU~-~-1-20-i-!i--

Purchase
Q LEAR CORPORATION
Notification
*
D Release D Purchase Order D Requisition PU26158
zation when blan~t ?rer is entered atoeft
* No. e ease
Supplier: IN'1342
D ,ue !rTsfer po~)
fere~i I es~T
(other) uateof order
05/31/11
plam
INTERNATIONAL CORRUGATED LJrtation terms (othe.-) Delivery date
& PACKAGING SUPPLIES, INC. Collet~ Routing Ins true
UNITED STATES
Seller, agrees to sell and deliver supplies or services specified he.-ein
subiect to the terms and conditions on the face and reverse side hereof.
*5hipto:
o
SALES ANO USE TEXAS
Seller's D By destination (other)
delivery traffic
* Invoice to:
Paqe: 2
chases are covered by directpay permits or LEAR TRIM L.P.
C/0 LEAR 3L LINC/RYDER exemptions. P. o. BOX 1 7709
9500 PLAZA CIRCLE See Sectioo 15 foradditiooal information and UNITED STATES
T-•~~--
EL PASO, TX 79927
-- -·-- - -··---("'lrT'l"II. f"T'l._r,
instructions
**ORDEN DE COMPRA ABIERTA *** Date Printed: 05/31/11
LINE#* ITEM NUMBER* QUANTITY• U/M•

- - PRC/QTY UNIT UNIT PRICE
-- - --- - --- - - - -- - - - DESCRIPTION - -------- -- - - - - - - -- - - - - - - - - - - - - - - - - - - - - ----- DESCRIPTION - - - --- - - - - ----- --- --
1 20770-NI-01 ****Co****
Supplier, who is affiliated with or is an officer or director (or , a family
subsidiaries." Be advise that Lear reserves the right to terminate any and
all purchase orders for convenience pursuant to Lear's PUrchase Order Terms
and Conditions. "Any change or modificati on to this reservation is not
*
144."
Line Total: 207.36

Total Tax: 0.00
USD Total: 207.36
BLANCASOUS
8Y------ --JIJN.-l -1-f{}t'~-
Purchase
Q LEAR
CORPORATION
Notification
*
D Release D Purchase Order D Requisition PU26408 zation when blan~~°1.dercls1~tered a\:jeft
* No.
o':'°etrTse•eyJ Dateof order
Supplier: IN1342 ~~ es~~T(oher) 08/09/11
plant
INTERNATIONAL CORRUGATED lransporation terms (other), ._Deli veCdate
& PACKAGING SUPPLIES, INC. Collet~ ~ Routing Ins .... ru
1 490 GEORGE DIETER 142 Payments terms Shipping INTI I CATED
EL PASO, TX 79936 45 AVG
UNITED STATES Seller's D By destination (other)
Seller, agrees to sell and deliver supplies orservicesspecifiedherein
*Ship to: SALES AND USE TEXAS
LJ delivery traffic
* Invoiceto:
Page: 1
LEAR TRIM,LP/ADMIN CENT OFFI 0chases

Donotbill sales or use tax because pur-
arecovered by direct pay permijs or LEAR TRIM L . P.
C/0 LEAR 3L LINC/RYDER exemptions. P. 0. BOX 17709
CROSS DOCK Dchases
Do not bill sales oruse tax because pur-
are forresale
EL PASO, TX 79917
9500 PLAZA CIRCLE UNITED STATES
See Section15 for addijionalinformation and
T Tl\TT IT' 'C'T"\
-- -
l"I ITI 7\ ITl'C' r"
**OPEN P.O. FOR MFG/PRO Date Printed: 08/09/11
LINE#* ITEM NUMBER* QUANTITY* U/M• PRC/QTY UNIT UNIT PRICE

------ - - - - -- - - -- -- DESCRIPTION - --- - - -- - -- -- - - - - - - - - - - - - - - --- - - -- - --- --- - - - DESCRIPTION -- - - -- - - - - - - -- - ---- -
Due Date
----- ---
1 20721-NI-01 1. 0 EA 08/09/12 0.05
Acct# 76130
LE100Gll16 ll"Xl6 11 PAPER DIVIDER
2 20721-NI - 02 1. 0 EA 08/09/12 0.50
Acct# 76130
LE32ECTU251PA SUPERCAB PARTICION U251
3 20721-NI - 03 1. 0 EA 08/09/12 0.85
Acct# 76130
LE32ECTU251PB SUPERCAB PARTICION U251
4 20721-NI - 04 1. 0 EA 08/09/12 0.45
Acct# 76130
LE32ECT544616A PARTICION SUPERCAB
5 20721-NI-05 1.0 EA 08/09/12 0.35
Acct# 76130
LE32ECT54 4616B SUPERCAB PARTICION
6 20721-NI - 06 1. 0 EA 08/09/12 0.35
Acct# 76130
LE32ECT544610A CARBOARD PARTICION
7 20721 - NI-07 1. 0 EA 08/09/12 0.38
Acct# 76130
LE32ECT544610B CARBOARD PARTICION
ATTACHMENT 7 sy _____ __ .ALJG_o_g_zoJ~--------

Approved by Date Approvedby Date Approved by
Purchase
Q LEAR
CORPORATION
Notification
Blanket o rder number (if any) Purchase Orde r N umber, or Release Authori-
*
PU26408 zatio n when blan~e°ld~rc!_Ssf!~ered a\jeft
* No.
i Date 01 oroer / /
Supplier: IN1342 c ~r e trTerr~>
f~~~ es[ i l ~
, titler) 08 09 11
plant
& PACKAGING SUPPLIES, INC . Collet c=Jffi~
r ans,rtation terms (oth'f_l,
Rou 1.ng Ins ,_rue
._Delivery date

EL PASO, TX 79936
Payments terms
45 AVG Shipping INb I CATED
0
UNITED STATES
•Ship to: SALES AND USE TEXAS
o Seller's
delivery
D By destination
traffic
(other)
* Invoice to:
Page: 2
chases are covered by direct pay perm~s or
LEAR TRIM L.P.
EL PASO, TX 79917
TThTT'T'M'n <:::! 'T' Zl.'T'M'<:::!
**OPEN P . O. FOR MFG/PRO Date Printed: 08/09/11
LINE # * ITEM NUMBER* QUANTITY* U/M* PRC/QTY UNIT UNIT PRICE

-- - - - - - --- -- - - ---- DESCRIPTION --- - - - --- - - - - - - - - - - - - - - - - - - ----------- - - - - - - DESCRIPTION - - - --- - - -- - - - - - - - - - -
Due Date
8 20721 - NI-08 1.0 EA 08/09/1_2 0.81

Acct# 76130
LE32ECT1846 CARBOARD PAD
9 20721-NI-09 1.0 EA 08/09/12 0 . 99
Acct# 76130
LEPAD32ECT5345 PAD 35 HOLES DIE CUT
10 20721 - NI -1 0 1.0 EA 08/09/12 0.84
Acct# 76130
LE32ECT5345 CARBOARD PAD
11 LE32ECT6127 1.0 EA 08/09/12 0.70
Acct# 76130
LE32ECT6127 PAD 61X27
12 20721-NI-12 1.0 EA 08/09/12 0.85
Acct# 76130
LE32ECT5226 PAD 5 2X26
13 20721-NI-13 1.0 EA 08/09/12 0.80
Acct# 76130
LE32ECT3553 PAD SCORE 35X53
UNIT OF MEASURE SHOWN ON PURCHASE ORDER . PLEASE ADVICE BUYER OF ANY CHANGES .
PLEASE MARK MATERIAL ATTN: PATRY FLORES
Approved by Date Approved by Date

Purchase
Q LEAR
CORPORATION
Notification
* zation when blan~~°.fgJgmered a'deft
D Release D Purchase Order D Requisition PU26408
* No.
Supplier: IN1342 D ;f:~1~

'"e trT er !o~Jest~T(other) Date of order
08/09/11
plant
I NTERNATIONAL CORRUGATED lransporation terms (other) . Delivery date
& PACKAGING SUPPLIES, INC. Collelc=tm~ Routing Ins ::rue
1490 GEORGE DIETER 142 Payments terms Shipping IND I CATED
EL PASO, TX 79936 45 AVG
UNITED STATES Seller's D By destination (other)
Sell..-, agrees to sell and deliver supplies or services specifiedherein
LJ delivery tramc
* Invoice to:
Page: 3
LEAR TRIM,LP/ADMIN CENT OFFI Dchases

are coveredby direct pay permits or LEAR TRIM L.P.
CROSS DOCK Dchases
Do not bill sales or usetax because pur-
are for resale
EL PASO, TX 79917
See Section 15 foradditionalinformation and
TTl\TT'T't;'r\ C!'T''Z', 'T't;'C!
**OPEN P.O. FOR MFG/PRO Date Printed : 08/09/11
LINE#* ITEM NUMBER* QUANTITY* U/M*

-- - -
PRC/QTY UNIT UNIT PRICE
DESCRIPTION
****Co****
*
VICTORIA PLANT
agreement is express l y and subsequently confirmed in writing as part of a
Lear.
Order), available at http://lear.covisint.com. Supplier must inform Buyer in
Supplier, who is aff iliated with or is an officer or director (or a family
member of any such d i rector or officer) of Buyer or any of its
*
144."
By-------
Purchase
Q LEAR
CORPORATION
Notification
*
PU26408 zation when bla"tfe<lt'i:l~stered at3ett
* No.
D TIUe trTsfer.Df) r'!'o ner) Date ot oraer / /
Supplier: IN13 4 2 f:i~rs es(A~ 08 09 11
plant
& PACKAGING SUPPLIES, INC . 1 Collet c=JfBitR
ransporation terms (othr,
Rou i ng Ins _ru
DeliveC date
1490 GEORGE DIETER 1 4 2

EL PASO, TX 79936
Payments terms
45 AVG ShippingI
0
ND I CATED
UNITED STATES DBy
sublect to the terms and conditions on the face and reverse side hereof.
LJ Seller's
delivery
destination
traffic
(other)
* Invoice to:
Page : 4
LEAR TRIM,LP/ADMIN CENT OFFI 0 Do not bill sales or use tax because pur-
chases are covered by direct pay permijs or
LEAR TRIM L.P.
C/0 LEAR 3L LINC/RYDER exemptions. P . 0 . BOX 17709
EL PASO, TX 79917
See Section 15 for addijional information and
TThTT'T'Rn C!'T'Z'. 'f''C'C
**OPEN P.O . FOR MFG/PRO Date Printed: 08/09/11
LINE#* ITEM NUMBER* QUANTITY* U/M* PRCIQTY UNIT UNIT PRICE

- - - - - - - - - - --- - ---- DESCRIPTION - --- -- - -- - - - - - - - - - - - - - - - - - ------- -- - - - - - - - - - DESCRIPTION - - - - - - - - - -- --- - - - - - -
Line Total: 7.92

Total Tax: 0.00
USD Total: 7.92
By ___ ___ ---AUG-0-9-ZO+.-- -----

Approved by Date Approved by Date Approved by Date Appr
Notification
Blanket order number (if any) , Purchase Order Number, or Release Authori-
"'
D Release D Purchase Order D Requisition LC755 1 zation when blanf{e'1de'assetered at5eft
"' No.
~ 1 1.. traf5fe' f ~> (other> Date of order / /
Supplier: IN1342 L_J~f:,~ esP~TA 11 17 11
INTERNATIONAL CORRUGATED ~
plant
rtation ~ d.2 (other), Delivery date
& PACKAGING SUPPLIES, INC. L _ J Collet L__J-'D~ Routing Ins rue
EL PASO, TX 79936
Payments tenns
45 AVG Shipping rf!Yb I CATED
UNITED STATES ~ Seller's DBy destination (other)
su ·ea to the tenns and conditions on the face and reverse side hereof. l____Jdehvery traffic Page: 1
*Ship to: SALES ANO USE TEXAS * Invoice to:
LEAR TRIM,LP/LA CUESTA PLT D Do not bill safes or use tax because pur-
Chases are oovered by direct pay permits or
LEAR TRIM L.P.
C/0 LEAR 3LC LINC/RYDER exemptions. P . 0. BOX 17709
chases ate for , esaie
EL PASO, TX 79917
See Section 15 tor additional infonnation and
Date Printed : 11/17/11
LINE # * ITEM NUMBER* QUANTITY* U/M* PRC/QTY UNIT UNIT PRICE

- - - - - - - - - -- --- - - - - DESCRIPTION - - - - - - - - - - - - - - - - - - - - - - - - - - - ----------- - -- - - - DESCRIPTION - - - --- - -- - - - - --- - - --
Due Date
1 48502019TP 4.0 EA 12/08/11 1,200.00

Revision: MEZA
TAPE TEFLON ADHESIVE TA PE 39"X36 YDS X .6MM
Acct# 76135
TEFLON ADHESIVE TAPE SIZE:39"X0.39"X36YDS
PREMIUM PTFE COATED FIBERGLASS/SILICONE ADHESIVE
Line Total: 4,800.00

Total Tax: 0.00
USD Total: 4,800.00
f NOV ·1 I 7n·: i
•/
t gprrt ---
ATTACHMENT 8 .i4J..J.4L~s r.:..

BY-----------------------------
Approved by Date Approved by Date App<oved by Date App<oved by Date
Date of Order YES NO Purchase Order Number
Purchase 6/11/2012 CONSTRUCTION0 0 PV29586
C ORPORATION Notification ,~ D-e l-ev_e_~_ D
_a_t_e---< coLOR [JLJ
6/7/2012 Approved Work Order:
Supplier Ship to; Invoice to:

INTERNATIONAL CORRUGATED & LEAR MEXICAN SEATING CORP LEAR MEXICAN SEATING CORP.
PACKAGING SUPPLIES, INC VICTORIA 9550 - 0089
13050 ROJAS C/0 LEAR 3LC LINC/RYDER CROSS P.O. BOX 17709
EL PASO, TEXAS 79996 9500 PLAZA CIRCLE EL PASO TX 79917-7709
Supplier code. IC1928 EL PASO, TEXAS 79927 Attn : ACCOUNTS PAYABLE
Seller, agrees to sell and deliver supplies or services specified herein subject to the terms and conditions on the face of PO
Date Requester Phone Number Department Name
6/7/2012 eflores02 (915)787-4900 EXT 4807 INV. CONTROL
Description PO UJM Pre/Qty Unit Price

1- LE32BC9594 CORRUGATED BOX 95"X94" NA EA 200 $22 50000
2- LE32BC96108 CORRUGATED TOP 96"X108" NA EA 200 $22 50000
TOTAL AMOUNT OF ORDER $9,000.00 1
This Purchase Order incorporates 30d 1s goyemed by the Lea.-Corporation Purchase O,der Torms and C-Ond1tJOns (March I, 2006 - as modified for the country from which Leaf or the applicable Lear affiliate issues the Purchase
Order), available at htlp /Aear cov,slflt com Supplier must inform Buyer In wnhng of any director, sales representative or employ~ or Supplier or a person who benefiC1ally owns more than 5% of the ownershipinterest of Supplier,
who 1s affiualed with or 1s an officeror director (or a family membe1of any such directo1or officei) of Buyer or any of its subs1d1anes
Purpose/Reason
THIS MATERIAL IS ORDERED FOR SHIPPING LEATHER HIDES TO THE CUSTOMER OF THE OPEL PROGRAM TO LEAR EUROPA.
Approved 06/07/2012 Approved 06/07/2012 Approved 06/11/2012 Approved 06/11/2012 Approved

jramirez mJuarez01 marcaida mpellento
Approved Approved Approved Approved
Page: 1 of 1
ATTACHMENT 9
Purchase
Q LEAR
CORPORATION
Notification
* zation when blan~t oper is entered atcrtt
E:J Release D Purchase Order D Requisition PU28137 No.* e ease
o•UetrTsfer1 (other) uateOT order
Supplier: IN13 4 2 ~~~ E estPl!91\NTA 07/0 4 /12
plant
INTERNATIONAL CORRUGATED !ranspolrtation tenns (other) Delivery date
& PACKAGING SUPPLIES, INC. CoUetC)~ Routing Ins true
UNITED STATES
subiAN to the terms and condttions on the face and reverse sidehereof.
o sener'sosy
delivery
destination
traffic
(other)
Page : 1
LEAR MEXICAN SEATING CORP . D Donot bill sales or use tax because pur-
chases arecovered by direct pay permttsor LEAR MEXICAN SEATING CORP
C/0 LEAR 3L LINC/RYDER exemptions. P. 0 . BOX 17709
CROSS DOCK-ADMIN CENT OFFICE D Do notbill sales or use tax because pur-
9500 PLAZA CIRCLE See Section 15 for addttionalinformation and UNITED STATES
-- ·- - -r,m"~~,.,
T
------
PACKAGING SUPPLIES FOR EL PASO Date Printed: 07/04/12

. . ~·
LINE # ~ ITEM NUMBER* QUANTITY* U/M• PRC/QTY UNIT UNIT PRICE
----------- - ---- -- DESCRIPTION - - - - - - - - - - --- - - ---- -- - -- - - - - - - - - - - - --- -----· DESCRIPTION ---- - ----- - - ---- --- -
Due Date
1 20721-NI - 01 720 . 0 EA 08/31/12 1.05
Acct# 76130
DESCRIPTION: TAPE CLEAR 48MM X 110 YDS
HIGH PERFORMANCE
PART#: 6175372
2 20721-NI-02 48 . 0 EA 08/31/12 5 . 00
Acct# 76130
DESCRIPTION: 48 x 40 pal let
PART#: Pallet 48x40
3 20721 - NI-04 1.0 EA 08/31/12 75.00
Acct# 76130
DESCRIPTION : BUCKLE 1/2 IN HEAVY DUTY
PART#: LEBUCKLE
AS THE COUNTRY OF ORIGIN OF THE PARTS . INVOICES MUST BE IN ACCORDANCE WITH
UNIT OF MEASURE SHOWN ON PURCHASE ORDER. PLEASE ADVICE BUYER OF ANY CHANGES.
PLEASE MARK MATERIAL ATTN: JAVIER RAMIREZ
*
SHIPPING DEPARTMENT
LINC /RYDER PLANT
BLANCA SOUS
Approved by Date Approved by Date Approved by Date Appr Date

BUYER
ATTACHMENT 10
0 D
LEARr
.c O R P O
Release
RA
D
Purchase
10
N
Purchase Order
Notification
D Requisition
Blanket order number (if any)
* PU28137
Purchase Order Number. or Release Authori-
zation when blanket oooer is entered aUeft
* No. Ke.Lease u
~Titletrar erpo~J (olher) Date of order
Suppl ier : IN1342 [_Jf.::~1;
plant
E est~TA 07 /04/12
INTERNATIONAL CORRUGATED iranspg,rtation terms (other) Delivery date
& PACKAGING SUPPLIES, INC . Collet~ Routing Instruc
1490 GEORGE DIETER 142 Payments terms Shipping point
UNITED STATES
Sellff, agrees to sell and deliver supplies or se,vices specified herein ~Seller's osy destination (other)
~ ""ect to the tem,s and conditions on the face and reverse side hereof. L_ldelivery traffic Page: 2
LEAR MEXICAN SEATING CORP . Dchases
Donotbillsalesorusetaxbecausepur-
are coveredby directpay permitsor LEAR MEXICAN SEATING CORP
C/0 LEAR 3L LINC/RYDER exemptions. P . 0 . BOX 177 0 9
CROSS DOCK-ADMIN CENT OFFICE DDo notbill sales or use tax because pur- EL PASO TX 7 9 91 7
I
9500 PLAZA CIRCLE chasesarefor resale UNITED STATES

TT>.T TIT"T'.'IT"'> i-,rn1\ IT"T'.'lrt
PACKAGING SUPPLIES FOR EL PASO Date Printed: 07/04/12
LINE # •
. '
ITEM NUMBER* QUANTITY..
~
U/M•
- - PRC/QTY UNIT UNIT PRICE
3--:ro"l2r--NY :o4 DESCRIPTION ---- ----- - - - - - - - - - ---- --- -- - -- - -- - - - - - - - - -- - DESCRIPTION ---****--Co--.,;*-* *
"No empl oyee or agent of Lear Corporation or its subsidiaries ("Lear") is
Lear.
county from which Lear or the applicable Lear affiliate i ssues the Purchase
Order), available at http://lear.covisint.com. Supplier must inform Buyer in
Supplier, who is affiliated with or is an of f icer or director (or a family
related purchase order" .
*
CONTACT ME AT (915) 787-3604 BUYER: BLANCA SOLIS
144 • II
P'_l.)l\!CA sou;;
By----- -
Purchase
Notification
* zation when blan~t ower is entered aU.eft
D Release D Purchase Order D Requisition PU28137 * No. .l:{e1.ease u
ot e trTs er po~) ot er) ateo order
Supplier: IN1342 fe~?~ E 851
:M!l>ANTA 07/04/12
plant
INTERNATIONAL CORRUGATED ~rtation~ (other)
& PACKAGING SUPPLIES, INC. L__f 011eti_pMR Routing
1490 GEORGE DIETER 142 Payments tenns Shipping point.
UNITED STATES ~ S eller's DBy destination (other)
Seller, agrees to sell and deliver supplies or services specifoed herein
su · to the tenns and cond~ions on the face and <8118(58 side hereof. l__Jdeliveoy traffic Page: 3
*5hipto: SALES AND use TEXAS * Invoice to:
LEAR MEXICAN SEATING CORP. D Donotbill salesoruseta.xbecausepur-
LEAR MEXICAN SEATING CORP.
C/0 LEAR 3L LINC/RYDER ~-~~s P. 0. BOX 17709
CROSS DOCK- ADMIN CENT OFFICE D Do not bill sales or use tax because pur- EL PASO, TX 7 9 91 7
UNITED STATES
9500 PLAZA CIRCLE chasesareforresale
See Section 15 for addijional information and
PACKAGING SUPPLIES FOR EL PASO Date Printed : 07/04/12

------ -------- ---- DESCRIPTION -------- - - - - --- ----- -- -- ------ ----- - - - - - - - - · DESCRIPTION - -- - - - - - - - - - - - -- --- -

Total Tax: 0.00
USD Total: 1,071 .0 0
UYER
~[Ji h¥i1!tN Purchase

Notification
7/18/2012
Delevery Date
7/18/2012
CONSTRUCTIONB
COLOR
Approved
B
Work Order:
PV29985
Supplier Ship to: Invoice to:

INTERNATIONAL CORRUGATED & LEAR MEXICAN SEATING CORP LEAR MEXICAN SEATING CORP
PACKAGING SUPPLIES, INC VICTORIA 9550 - DD89
13050 ROJAS C/0 LEAR 3LC LINC/RYDER CROSS P 0 . BOX 17709
Supplier code· IC1928 EL PASO, TEXAS 79927 Attn: ACCOUNTS PAYABLE
Seller, agrees to sell and deliver supplies or services specified herein subJect to the terms and conditions on the face of PO
Car Line Date Requester Phone Number Department Name
.___Descri
_ _.__tion
_ _ _ __ _ __ __ _ _ __ _ __ __ _ __ - - - -PO
- - - U/M- - -Pre/Qty
- - ' -.1-
- - - --
1- LEAK3331 BOX 33"X31"X5" ECT 32 DIE CUT NA EA 540
TOTAL AMOUNT OF ORDER $1,350.00 I

This Purchase Order mcorporales and is governed by !he Lear Corporalloo Purchase Order Tenns and Cooddrons (March 1. 2006 - as modified for !he country from which Lear or !he applicable Lear alfiliale issue. !he Purchase
Order), available al hllpJAear COvtstnl com Supplier must inform Buyer in wnlmg of any director, sales represcntabve or employee of Supplier or a person who beneficially owns more than 5% of !he ownership interest of Supplier,
who rs aftihaled with or is an officeror director (or a family member of any such direclor or officer) of Buyer or any of ,ts subs1d1aries
Purpose/Reason
THIS MATERIAL IS ORDERED FOR SHIPPING LEATHER CUT SET TO THE CUSTOMER OF THE QF KIA PROGRAM TO JCI.

Jramirez rn1uarezo1 marcaida mpellento
Page· 1 of 1
ATTACHMENT 11
PU28272 Release 0
supplier: IN1342 EN PLANTA 07/24/12

UNITED STATES
Page: 1
LEAR MEXICAN SEATING CORP. LEAR MEXICAN SEATING CORP.

C/0 LEAR 3L LINC/RYDER P. 0. BOX 17709
CROSS DOCK-ADMIN CENT OFFICE EL PASO, TX 79917
EL PASO, TX 79927
UNITED STATES
LINC/ STACKING PALLETS FOR ELP Date Printed: 06/06/16
Due Date
1 20722-NI-01 0.0 PZ 12/31/12 5.00

Acct# 76130
DESCRIPTION: 48 x 40 pallet
PART#: 20726NI02
UNIT OF MEASURE SHOWN ON PURCHASE ORDER. PLEASE ADVICE BUYER OF ANY CHANGES.
*
SHIPPING DEPARTMENT
LINC RYDER WAREHOUSE
Lear.
Order), available at http://www.lear.com. Supplier must inform Buyer in
ATTACHMENT 12
PU28272 Release 0
Supplier: IN1342 EN PLANTA 07/24/12

UNITED STATES
Page: 2

EL PASO, TX 79927
UNITED STATES
LINC/ STACKING PALLETS FOR ELP Date Printed: 06/06/16
Due Date
1 20722-NI-01 ****Co****
supplier, who is affiliated with or is an officer or director (or a family
all purchase orders for convenience pursuant to Lear's PUrchase Order Terms
*
144."
Line Total: 0.00

Total Tax: 0.00
USD Total: 0.00
LEAR~ Purchase
1
9/14/2012 CONSTRUCTIONO PV30636 D
CORPORATION Notification ~D-el-ev-e-~-D~at-e--iCOLOR [_)[_]
9/12/2012 Approved Work Order.
13050 ROJAS C/0 LEAR 3LC LI NC/RYDER CROSS PO BOX 17709
Supplier code· IC1928 EL PASO, TEXAS 79927 Attn ACCOUNTS PAYABLE
9/12/2012 eflores02 (915)787-4900 EXT 4807 INV CONTROL
Description PO U/M Prc/Q~'------=U'--n'-'-=it. .:P
. ._ri--=-
c-'-
e _,
1- LE32BC9594 CORRUGATED BOX 95"X94" ECT32 NA EA 300 $22.50000
2- LE32BC96108 CORRUGATED TOP 96"X108" ECT32 NA EA 300 $22 50000
TOTAL AMOUNT OF ORDER $13,soo.oo 1

This Purchase Order Incorporates and 1s govemed by the Lear Corporation Purchase Order Terms and Cond,hons (March 1, 2005 - as modified for the country from which Learor the applicable Lear affiliate issues the Purchase
Orde0, available at http·/near covismlcom Supplier must mform Buyer mwribng or any director, sales representative or employee of Supplier or a person who beneficially owns more than 5% of the ownership interest or Supplier,
who Is affiliafed with or 1s an officer or director (or a family member of any such director o< officer) of Buyer or a11y of ,ts substd,anes
Purpose/Reason
THIS MATERIAL IS ORDERED FOR SHIPPING LEATHER HIDES TO THE CUSTOMER IN KOREA AND USED FOR TO SHIP SAMPLES TO
THE CUSTOMERS.

Jramirez mjuarez01 marcaida mpellento
Page- 1 of 1
ATTACHMENT 13
LEARo Purchase 12/3/2012 CONSTRUCTIOND D PV31395
CORPORATION Notification ,__D_e-le-ve-~-D-a-te- ~COLOR i__=jlJ
Supplier Ship to: Invoice- to:
- - - - - - - - r - ~ - -- - - - ---,-- - - - - - - - -- -- -
13050 ROJAS C/0 LEAR 3LC LINC/RYDER CROSS PO BOX 17709
Supplier code: IC1928 EL PASO, TEXAS 79927 Attn· ACCOUNTS PAYABLE
Description . PO UJM Pre/Qty Unit Pr~
1- LEABX3126 CORRUGATED BOX 31"X26" 32ECT NA EA 1600 $3 13900
L ______________________ T_O_T_A_L_A
_M_O
_ U_N
_T_ O
_ F_O_R_D_E_R_ __ _ $S_,0_2_2_
.4__,0 I
This Purchase Order Incorporates and is governed by the Lear Corporation Purchase Order Terms and ConditJons (March 1, 2006 - as modified for the country from which Lear or the applicable Lear affiliate issues the Purchase
Order), avadable st hltp /Aear cov,sint com Supplier must 111form Buyer mwrHing of any director, sales representative or employee of Supplier or a person who beneficially 0W11s more than 5% of the ownership interest of SopplHJr,
who Is affihaied with or 1s an officer or director (or a family member ol aoysuch director or officer) or Buyer or any of 1ls subsidiaries
Purpose/Reason
THIS MATERIAL IS ORDERED FOR SHIPPING LEATHER CUT SET TO THE CUSTOMER FOR THE HYUNDAI AN PROGRAM TO JCI.

1ramirez mjuarez01 cbarker mpellerito
Page. 1 of 1
ATTACHMENT 14
Purchase
(} LEAR C O RPORATION
Notification
* THESE ITEJl/lS MUST APPEAR ON ALL SHIPPING AND BILLING DOCUMENTS
Blanket order number (if any) Purch ase Order Number, o r Release A uthori-
*
PU29267 zatior. when blan 'it~e!cfsg!ered a'&'ft
* No .
D itle ~Tsfer poi"t) (other) Date of order / /
01 29 13
Supplier : IN1342 Carner
seller's
Destination
plant
INTERNATIONAL CORRUGATED L Jrtation tenns (Othee,
& PACKAGING SUPPLIES, INC. Collet [JB.A\R Rou ing Ins e>~ueate
EL PASO, TX 79936
Payments terms
45 AVG Shipping I~ I CATED
UNITED STATES
Soifer, agree s to sell and d eliver suppltes or services specified herein
subiect to the terms and conditions on the face and neverse side hereof.
o Seller's
delivery
DBy destination
traffic
(other)
* Invoice to:
Page : 1
LEAR MEXICAN SEATING CORP. 0 Do not bill sales or use tax because pur-
LEAR MEXI CAN SEATING CORP
C/0 LEAR 3L LINC/RYDER exemptions. P. o . BOX 17709
CROSS DOCK-ADMIN CENT OFFICE D Do not bill sales or use tax because pur-
EL PASO, TX 79917
See Sectior, 15 for additior,al information and
T ThTT 'T' 'C'T"'I C 'T' 7\ 'T' 'C' C
*STACKING PALLETS FOR ELP Date Printed: 01/29/13
LINE#* ITEM NUMBER• QUANTITY* U/M* PRC/QTY UNIT UNIT PRICE

- - - - - - - - - - - - ---- -- DESCRIPTION --- - - - - - - - - - - - - - --- - - --- - --- --- - ------------ DESCRIPTION - - --- - - - - - - - ---- ----
Due Date
1 20722 - NI - 01 300 . 0 EA 03/30/13 5 . 00

Acct# 75125
DESCRIPTION: 40" X 48" HEAT TREATED STAMPED WOOD PALLETS
S/N
*
PLEASE ADD CERTIFICATE OF ORIGIN FOR THIS PURCHASE ORDER. VENDOR CODE,
BUYER PART NUMBER, LINE I TEM, PURCHASE ORDER AND OR RELEASE MUST BE SHOWN ON
ALL INVOICES AND PACKI NG SLIPS. THE PACKING SLIP MUST SHOW THE ITEM
DESCRIPTION, THE QUANTITY AND UNIT PRI CE OF ITEMS PURCHASED AS WELL AS THE
COUNTRY OF ORIGIN OF THE PARTS . INVOICES MUST BE IN ACCORDANCE WITH UNIT OF
MEASURE SHOWN ON PURCHASE ORDER. PLEASE ADVICE BUYER OF ANY CHANGES. PLEASE
MARK MATERIAL ATTN: MARY LOU CORONA
*
TRAFFIC DEPARTMENT
LINC RYDER WAREHOUSE
authorized to conclude any legal l y bindi ng agreement by email unless that
agreement is express l y and subsequently confirmed in writing as part of a
definitive agreement or purchase o r der by an authorized representative of
Lear .
BLANCA SOUS
By _ _ _ _ ---2~-ENf-lGtt--- -------
App roved by Date Approved by Date Approved by \ Date Date
6UYER
ATTACHMENT 15
Purchase
(} LEAR CORPORATION
Notification
* THESE ITEJ\/IS MUST APPEAR ON ALL SHIPPING AND BILLING DOCUMENTS
*
PU29267 zation when blan~~°l~rJ5sg!ered a\jeft
* No.
(other) Ol /2 / 13
0
,,ue trTsfer port) Date ot order
Supplier: IN1342 Cam er
seller's
Destination 9
p!ant
INTERNATIONAL CORRUGATED LJrtation terms (oth't?, ._OeliveCdate
& PACKAGING SUPPLIES, INC. Collet ~A!li1. Rou 1ng Ins ,._ru
1490 GEORGE DIETER 142 Payments terms
EL PASO, TX 79936 45 AVG Shipping J:~D I CATED
UNITED STATES
o
:
Seller, agrees to sell and deliver supplies or seNices specified herein
Seller's
delive,y
D By destination
traffic
(other)
Page: 2
SALES ANO USE TEXAS * Invoice to: I
*Ship to:
LEAR MEXICAN SEATING CORP. D Do not bill sales or use tax because pur-
LEAR MEXICAN SEATING CORP
CROSS DOCK-ADMIN CENT OFFICE D Do not bill sales or use tax because pur- EL PASO, TX 79917
9500 PLAZA CIRCLE chases are for resale
UNITED STATES
See Section 15 for add~ional information and
TThTT'l"t::'r'I C''l"7\ 'l"t::'C'
*STACKING PALLETS FOR ELP Date Printed: 01/29/13
LINE # * ITEM NUMBER* QUANTITY* U/M•

.- . -
PRC/QTY UNIT UNIT PRICE
1--207~-2---N'r:o f DESCRIPTION ------------------------------------- ------- DESCRIPTION ---,n.-.,.,.--C"o--,H-·,n·
Supplier, who is affiliated with or is an officer or director (or a fami·ly
*
144. 11

Total Tax: 0.00
USD Total : 1,500.00
B LANCA SOUS
(\ 1 2-;;~~
By ____ ---------------- - ·---·. -
Approved by Date Approved by Date Approved by Date ApprovedbyBUYER Date
PU29588 Release 0
Supplier: IN1342 SUPPLIER 03/20/13

UNITED STATES
Page: 1

EL PASO, TX 79927
UNITED STATES
REQ# RU32944 Date Printed: 08/11/16
Due Date
1 20912-NI-01 0.0 EA 04/15/13 0.14
Acct# 76135
DESCRIPTION: 7.5" PLASTIC TRUCK SEAL RED
SEALS 6 DIGITS CONSECUTIVE
NUMERATION
PART#: 20912NI01
*
BUYER PART NUMBER, LINE ITEM, PURCHASE ORDER AND OR RELEASE MUST BE SHOWN ON
ALL INVOICES AND PACKING SLIPS. THE PACKING SLIP MUST SHOW THE ITEM
DESCRIPTION, THE QUANTITY AND UNIT PRICE OF ITEMS PURCHASED AS WELL AS THE
COUNTRY OF ORIGIN OF THE PARTS. INVOICES MUST BE IN ACCORDANCE WITH UNIT OF
MARK MATERIAL ATTN:
MARY LOU CORONA
CROSS DOCK-ADMIN CENT OFFICE
*
"No employee or agent of Lear Corporation or its subsidiaries ( 11 Lear 11 ) is
Lear.
ATTACHMENT 16
PU29588 Release 0

UNITED STATES
Page: 2
EL PASO, TX 79927
UNITED STATES

Due Date
1 20912-NI-01 ****Co****
Supplier, who is affiliated with or is an officer or director (or a family
*
*
144. II
PU29588 Release 0

UNITED STATES
Page: 3
EL PASO, TX 79927
UNITED STATES
Line Total: 0.00

Total Tax: 0.00
USD Total: 0.00
PU29589 Release 0

UNITED STATES
Page: 1

EL PASO, TX 79927
UNITED STATES
REQ#RU32920 Date Printed: 08/11/16
Due Date
1 20726-NI-01 0.0 BX 04/15/13 35.00

Acct# 76135
DESCRIPTION: STRETCH FILM 18 X 1500 TORUQUE
CLEAR CASE OF FOUR
PART#: 20726NI02
2 20726-NI-02 0.0 BX 04/15/13 75.00
Acct# 76135
DESCRIPTION: BUCKLE 1/2 IN HEAVY DUTY
PART#: LEBUCKLE
*
MARK MATERIAL ATTN:
MARY LOU CORONA
CROSS DOCK-ADMIN CENT OFFICE
*
ATTACHMENT 17
PU29589 Release 0

UNITED STATES
Page: 2
EL PASO, TX 79927
UNITED STATES
Due Date
2 20726-NI-02 ****Co****
Lear.
*
*
144, II
PU29589 Release 0

UNITED STATES
Page: 3

EL PASO, TX 79927
UNITED STATES
Line Total: 0.00

Total Tax: 0.00
USD Total: 0.00
0 D
LEAR
CORPORATION
Release D
Purchase
P,urchase Order
Notification
D Requisition
*
PUL32012
Purchase Order Number. or Release Authori-
* No. Re l ease 0
~,tletrarserpi) (0 . er ateo O er
Supplier : IN1342 LJf~?~
plant
E 19~TA 0
06/27/13
INTERNATIONAL CORRUGATED ~rtation \fil!!lL, , (Other) Delivery date
& PACKAGING SUPPLI ES, INC. ~cOliet~~~ Routing Ins rue
1490 GEORGE DIETER 142 Payme11ts terms Shipping point.

q N J ; ~ t o s ~ ~ ~ u p plies or services specified herein
sub'ect to the tenns and cond~ions on the face and reverse side hereof.
OU In
Seller's
delivery
D By destination
traffic
( )
other
•Ship to: SALES AND use TEXAS * Invoice to:

LEAR EPMS CC30 CENTRAL OF
D Do not bill sales or use tax because pur-
chases are covered by direct pay permits or LEAR EPMS CC30 CENTRAL OF.
exemptions.
LEAR CORPORATION LEAR CORPORATION .
C/0 CEVA LOGISTICS D Do not bill sales or use tax because pur-
chases are for resale PO BOX 981003
950 LOMA VERDE DR See Section 15 for additional information and EL PASO, TX 79998-1003
EL PASO, TX. 79936 instructions UNITED STATES
SELLOS ROJOS Date Printed: 06/27/13

- ---- ------------- DESCRIPTION -------------- ------------- - -- - ---- --------- DESCRIPTION - --- ------------:- - -- ·
Due Date
1 2 09·1'2-NI-01 6000.0 EA 07/27/13 0.14

:Acct· #' 99999
7 . 5" PLASTIC TRUCK SEAL RED SEALS 6 DIGITS CONSECUTIVE NUMERATION
MUST BE SHOWN ON ALL INVOI CES AND PACKING SLIPS. THE PACKING SLIP MUST SHOW
THE ITEM DESCRIPTION, THE QUANTITY AND UNIT PRICE OF ITEMS PURCHASED AS: 'WELL
AS THE' COUNTY OF ORIGIN OF THE PARTS. INVOICES MUST BE IN ACCORDANCE WIXH
. 'UNI.T OF MEASURE SHOWN ON PURCHASE ORDER. PLEASE ADVICE BUYER OF ANY CHANOES.
PLEASE MARK MATERIAL ATTN : LUIS ALBERTO VALLES
. MATERIALS DEPARTMENT
LOMA VERDE WAREHOUSE
"No empl oyee or agent of Lear Corporation or its subsidiaries ("Lear") is
agreement is expressly and subsequently confirmed in writing as part of a . . ·
Lear."
"WOOD PACKAGING MATERIAL SHOULD BE I N COMPLIANCE WITH ISPM 15 AND/OR NOM 144
"This Pruchase Order incorporates and is governed by the Lear Corporation
country from which Lear or the applicable Lear affiliate issues the Purchase
Order), available at http://www . lear . com. Supplier must inform Buyer in
writting of any director, sales representative or employee of Supplier or . a
BLANCA.SOLIS
By _____ _ 2 7 JUN 2013 ·
Approve.d by Date Approved by Date Apl)(oved by Date Ap
Comn,~dor
ATTACHMENT 18
~ L EAR
Case 3:15-cv-00405-DCG Document 25-1
Purchase *
Filed 09/15/16 Page 63 of 76
THESE ITEMS MUST APPEAR ON ALL SHIPPING AND BILLING DOCUMENTS
~ cO R P
O
RA r 10 N Notification Blanket order number (if any) Purchase Order Number, or Re lease Authori-
*
D Release D Purchase Order D Requisition PUL320 1 2
zation when blanket order is e ntered at left
* No. Release 0
poi)
Suppl i e r: IN13 4 2
D LJ B TIiie trTs er
Carner
E .r'LR..l'ITA
seller's
plant
esliQ.tio1hT
(other) Date of order
06/2 7 /13

D rtation
R out 'ing
Collet
Payments terms
~
P-."i
c. '
(other) Delivery date
I ns,_ruc
Shipping point.
EL PASO, TX 79936 4 5 AVG INDICATED
Q N J . ~to ~J~~upplies or services specified herein ~ Seller's D B y destination (other)
subiect to the tenns and conditions on the face and reverse side hereof. L Jdelivery traffic Paae: 2 . .~:.; '.
*Ship to: SALES AND USE TEXAS * Invoice to:
LEAR EPMS CC30 CENTRAL OF

chases are covered by direct pay perm~s or LEAR EPMS CC30 CENTRAL· OF
exemptions.
LEAR CORPORATION LEAR CORPORATION
C/0 CEVA LOGISTICS D Do not bill sales or use tax because pur-
PO BOX 981003
950 LOMA VERDE DR See Seciion 15 for additional information and EL PASO, TX 79998 - 1003
EL PASO, TX. 79936 instructions UNITED STATES
SELLOS ROJOS Date Pr i nted: 06/27/13
LINE#* ITEM NUMBER" QUANTITY* U/M• PRC/QTY UNIT UNIT PRICE

- - - - - - - - - - ---- - --· DESCRIPTION ---- - --- - - -- - - - - - - - - - - - - - - - - - - -=--:. -:_-:. =--=-=--=-- DESCRIPTION - - - - - - ---- - - - - - - - - --
1 20912 - NI -01 ****Co****
person who beneficially owns more than 5% of the ownership inte r est of
Supplier, who i s affi l iated with or i s an officer or director (or a fam i ly
.member of any such director or officer) of Buyer or any of its
subsidiaries. 11 Be advise that Lear reserves the right to terminate any a n d
and Conditions. 11 Any change or modification to this reservat i on is not;
effect i ve unless and unti l it · is expressl y stated on the face of each
related purchase order 11 •
CONTACT ME AT (915) 787 - 3604 BUYER: BLANCA SOLIS ( )·~·
·. 'NOTE : · PLEASE ADD CERTIFICATE OF ORIGIN TO THIS ORDER. THIS LACK OF
INFORMATION WILL PENALIZE LEAR. PAYMENT CAN NOT PROCEED UNLESS CERTIFICATE
IS ENCLOSED.
Li ne Total: 8 4 0 . 00
Total Tax: 0 . 00
USD Total : 840 . 00
BLANCA SOLi_
~
By ____ _ ·~..:..-
0 ~~!:!};-ON Purchase
Notification
Date of Order
7/26/2013
Delevery Date
CONSTRUCTIONB
COLOR
YES NO
B Purchase Order Number

LC33737
-- --
INTERNATIONAL CORRUGATED & LEAR MEXICAN SEATING CORP LEAR MEXICAN SEATING CORP
PACKAGING SUPPLIES, INC LA CU ESTA 3500 - DD80
13050 ROJAS C/0 LEAR 3LC LINC/RYDER CROSS PO BOX 17709
Supplier code· IC1928 EL PASO, TEXAS 79927 Attn· ACCOUNTS PAYABLE
Date Requester Phone Number Department Name
7/26/2013 eflores02 (915)787-5354 INV CONTROL
Description PO U/M Pre/Qty Unit Price
1- FRSF5444 MEDIUM PLASTIC TRAYS NA EA 200 $63 00000
2- FR13CT20029A LARGE CARDBOARD SLEEVE NA EA 2000 $11.32000
3- FR 13CT18023A SMALL CARDBOARD SLEEVE NA EA 1200 $8.39180
TOTAL AMOUNT OF ORDER $45,310.16 1
This Purchase Order incorporates and Is governed by the Lear Corporahon Purchase Order Terms and Cond11lons (March 1, 2006 • as modified for the country fromwhich Lear or lhe appllcable Lear affihale issues the Purchase
Order), available al htlp inear.cov1smt com Supplier must infonn Buyenn wnbng of any director, sales represenlat1ve or employee of Supplier or a person who beneficially owns more than5% of the ownership inleresl of Supplier,
vmo ,s affiliatedwith or 1s an officer or d11ector (or a(am1ly member of any such director or officer) of Buyer or any of its subs1d1aries
Purpose/Reason
THIS PURCHASE IS TO REPLACE DAMAGE PACKAGING WITHIN THE SYSTEM, REQUESTED BY JESUS FLORES
1-----··
Approved 07/26/201 3 Approved 07/26/2013 tpproved 07/26/2013 Approved 07/26/2013 Approved
Jram1rez mJuarez01 barker odominguez02
Approved Approved jApproved Approved
Page: 1 of 1
I
ATTACHMENT 19
Purchase
f} LEAR CORPORATION
Notification
D Release IX i Purchase Order D Requisition PU32850 * No. Release 0
rosretra~
Supplier: IN1342 f:i~~ V
plant
ei~ 07/25/14
INTERNATIONAL CORRUGATED Driation iem,s (other) Delivery date
& PACKAGING SUPPLIES, INC. Collet Oa't'Jffl. Routing Ins rue


~ } . tg~el?to s~;fl.}-I~e'?supplies or services specified herein
SALES ANO USE TEXAS
o Seller's
delivery
D By destination
traffic
(other)
* Invoice to:
P.::irre · 1
*5hipto:

chases are covered by direct pay permits or LEAR MEXICAN SEATING CORP
exemptions.
C/0 LEAR 3LC LINC/RYDER P. 0. BOX 17709
CROSS DOCK - RIO BRAVO PLT D Do not bill sales or use tax because pur-
EL PASO, TX 79917
9500 PLAZA CIRCLE Sea Section 15 for additional information and
UNITED STATES
---
UJ.'i.i..LJ.:.I.L.I
- -
i,..)..L.l"'l..L~-
PACKAGING RETURNABLE CONTAINER Date Printed: 07/25/14
LINE#• ITEM NUMBER* QUANTITY* U/M* PRC/QTY UNIT UNIT PRICE

-- ------- --------- DESCRIPTION DESCRIPTION - --- ----------------
=
> COVER ONE MONTH<
Due Date
1 20721 NI-01 950.0 PC 09/30/14 8.39
Acct# 76130 . l • ' ..
FR13CT18023A RETURNABLE SLEEVE TRIPLE WALL
*
MARK MATERIAL ATTN:
ELSA FLORES
RIO BRAVO PLANT
ifene Perez
' I L2014 ··
BY-- ------ '---------- ----- -----
Data ~ompradora Date
,·., ;. ,
ATTACHMENT 20
Purchase
Q LEAR
CORPOR AT ION
Notification
* zation when bla nket order is entered at ·1eft
D Release IX ! Purchase Order D Requisition PU32850
* No. Release 0
(Other) Date of oroer
Supplier: IN1342
rOB T"e t r a ~
f:ir~~~
plant
v · a~ 07/25/ 1 4
I NTERNATIONAL CORRUGATED C ]rtation terms (other) Delivery date
& PACKAGING SUPPLIES, INC. Collet D.,~~~ Routing Ins ,.rue

{J!j{ITED ST?J.Irfv:S
er, agrees to sell . or services
an e 1ver supplies . specifi,ed he<e1.n
SALES AND USE TEXAS
o Seller's o s y destination
delivery traffic
(other)
* Invoice to:
Paq e: 2
*Ship to:

chases are covered by direct pay permits or LEAR MEXICAN SEATING CORP.
exemptions.
EL PASO, TX 79917
EL PASO, TX 79927
--- ~--T"'\
,..., _____ See Section 15 for addir onal information and
instructions
-- • • "-'"-" V.L~.L~.....-
PACKAGING RETURNABLE CONTAINER Date Pri nted: 07/25/ 1 4

-
LINE#* ITEM NUMBER* QUANTITY* U/M* PRC/QTY UNIT UNIT PRICE
- - - - - - - - - -- - - - - - - - DESCRIPTION DESCRIPTION ------- - - -----------
1 20721 NI-01 ****Co ****
Lear .
"This Purchase Order incorporates and is governed by the Lear Corp oration
Purchase Order Terms and Conditions (March 1 , 2006 - as modi f ied f or the
writing of any director, sales representative or emp l oyee o f Suppli er or a
person who beneficially owns more than 5% of the ownership int erest of
Supplier, who is affiliated with or is an officer or d i rector (or a family
subsidiaries." Be advise t hat Lear reserves the right to ter minate any and
a l l pur chase orders for convenience pursuant to Lear's Purchase Order Terms
and Conditions. "Any c h ange or modification to this reservation is not
ef f ective unless and until it is expressly stated on the face of each
related purchase order " .
*
IF THERE IS ANY QUESTION REGARDING THI S PURCHASE ORDER, PLEASE FEEL FREE TO
CONTACT ME AT (915) 787-4164 BUYER: IRENE PEREZ
"WOOD PACKAGING MATERIAL SHOULD BE IN COMPLIANCE WITH ISPM 15 AND / OR NOM
1 4 4."
Irene Perez
By __ __________ __ ___ J _ _ _ _ __ ____ _
Approved by Date Approved by Date Approved by Date Approved~ Date

\.,Ompradora
Purchase
Q LEAR
CORPORATION
* TH~SE ITEMS MUST APPEAR ON ALL SHIPPING AND BILLING DOCUMENTS
Notification
D Release IX I Purchase Order D Requisition PU32850
* No. Release 0 . ·.'
D tletra ~
Supplier: IN1342 f~?~ V
plant
. (5~ 07/25/14
I NTERNATIONAL CORRUGATED l ranspoli~:?:i rrrns t'~~~ (other) Delivery date
& PACKAGING SUPPLIES, INC. Routing Ins ;:rue
r, agrees to sij1T~J;ES
TJlifJ.TED an ehver suppr,es or services
. spec1ted .
1 herein
*5hipto: SALES ANO use TEXAS
o Seller"s
delivery
D By destination
traffic
(other)
* Invoice to:
Page: 3
LEAR MEXI CAN SEATING CORP .

chases are covered by direct pay permits or LEAR MEX ICAN SEATING CORP.
exemptions.
C/0 LEAR 3LC LINC/RYDER P. 0. BOX 1 7709
EL PASO, TX 79917
9500 PLAZA CIRCLE See Section 1s for additional information and UNITED STATES
---
UJ.'I...L
- .I.JV-
J. ~-H-' ~ J.~J.
LINE # * ITEM NUMBER* QUANTITY* U/M• PRC/QTY UNIT UNIT PRICE

- - - - - - - - - - - - - --- - - DESCRIPTION - -- - - -- - - - - - - - -- - - -- -- - - -- --- -- -- - ----- - - - - - DESCRIPTION - - - --- - - - - - - --------

Total Tax : 0.00
USD Total : 7,970 .50
lrono Porez
Appcovedby Date Approved by Date Appcoved by

Purchase
Q LEAR
CORPORATION
Notification
. * zation when blanket order is entered at left
D Release I X I Purchase Order D Requisition PU32852 No. Release 0
Supplier: IN1342
Duetrarnk
V rn:m
f:i~~i
plant
*
(olher) Date or order
07/25/14
INTERNATIONAL CORRUGATED lranspqlrtation lenns (olher) Delivery date
& PACKAGING SUPPLIES, INC. Collet ~~~if< Routing Ins t.ruc


~ITED §TATES . . .. .
er, agrees to se I and dehver suppl,es or servioe,s specified herein
SALES AND USE TEXAS
o Seller's o s y destination
delive,y traffic
(othe<)
* Invoice to:
Paae: 1
*Ship to:

C/0 LEAR 3LC LINC/RYDER exemptions.
P . 0. BOX 17709
EL PASO, TX 79917
9500 PLAZA CIRCLE See Section 15 for additional information and
UNITED STATES
EL PASO, TX 79927
-------
- · ..Lo.,.. - -
---
•~.a.•--
......
--- instructions
LINE#* ITEM NUMBER• QUANTITY* U/M• PRC/QTY UNIT UNIT PRICE

-- -- - ------- - -- - - - DESCRIPTION - - - - - - -- - - - - - - - - - - - - - - - - -- - - - - - - - - - - - - - - - - - - DESCRIPTION - - - - - - - - --- - - - - - - - - -
=
> COVER ONE MONTH<
Due Date
1 20721 NI - 01 957.0 PC 09/30/14 8.39
Acct# 76130
*
COUNTRY OF ORIGIN OF THE PARTS _ INVOICES MUST BE IN ACCORDANCE WITH UNIT '; OF
MARK MATERIAL ATTN:
ELSA FLORES
RIO BRAVO PLANT
Irene Perez
2014
ATTACHMENT 21
Purchase
Q LEAR CORPORATION
Notification
Blanket order n u mber (if any) Purchase Order Number, o r R elease Authori-
* zation when b lanket ord e r is e n tered at le ft
D Release IX ! Purchase Order D Requisition PU32852
* No . Re l ease 0
C JTll l e t r a ~
Supplier: IN1342 f;i~~;
plant
V t,~ 07/25/14
INTERNATIONAL CORRUGATED Drtation terms (other) Delivery date
& PACKAGING SUPPLIES, INC. Collet c=]ff'!~i Routing Ins ::rue
~et lr~Pio s§I 'f,J}J;~f'supplies or seivices specified herein
subiect to the term s and conditions on the face and reverse side hereof.
SALES AND USE TEXAS
o Seller's
delivery
D By destination
traffic
(other)
* Invoice to:
P.::iae: 2
*Ship to:

0 Do not bill sales or use tax because pur-
chases are covere<I by direct pay permits or LEAR MEXICAN SEATING CORP
exemptions.
EL PASO, TX 79917
UNITED STATES
_ _ 79927
EL PASO,,...,....."f\TX _
instructions
?------
--·- ·-- ._,J_=J..ic.L.>
LINE#• ITEM NUMBER• QUANTITY* UIM• PRC/QTY UNIT UNIT PRICE

- - - - - ---- - - - - - - - - · DESCRIPT ION - - - -- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - · DESCRIPTION --- - - - -- - - - - - - - - - - - -
1 20721 NI - 01 ****Co****
Lear.
Purchase Order Terms and Conditions (March 1 , 2006 - as modified for the
Qrder), available at http://www. l ear.com. Supplier must inform Buyer in
writing of any director, sales r epresentative or employee of Suppl i er or a
Supplier, who is a f filiated with or is an officer or director (or a family
subsidiaries." Be advise t hat Lear reserves the right to terminate any and ·.
all purchase orders for convenience pursuant to Lear's Purchase Or der Te r ms
and Conditions . "Any c h ange or modification to this reservation is not
re l ated purchase order".
*IF THERE IS ANY QUESTION REGARDING TH I S PURCHASE ORDER , PLEASE FEEL FREE TO
"WOOD PACKAGING MATERIAL SHOULD BE IN COMPLIANCE WITH ISPM 15 AND / OR NOM
144."
Irene Pe·•..t::,:,·"? '<..
Compradc ":::.
BY -------------------- ---------
Approved by Date Approved by Date Approved by Date Approved by Date
Purchase
Q LEAR
CORP OR A T ION
Notification
*
Blanket order numbe r (if any) Purchase Order Num ber. or Release Authori-
D Release IX I Purchase Order D Requisition PU32852
* No. Release 0
Supplier: IN1342 f;if~?~

E ~ ~ re tra ~
planl
V . a~ 0 7/25/14
I NTERNATIONAL CORRUGATED D rtation tenns (other) Delivery date
& PACKAGING SUPPLIES, INC. Collet D.,~~i Routing Ins ... rue
EL PASO, TX 79936 45 AVG I ND I CATED

1lliITED ST~I
er, agrees to sell ESsupplies or services
an ehver . specified
. . here,n.
subiect to the 1erms and ccnditions on the face and reverse side hereof.
SAL ES AN D USE TEXAS
o Seller's D
dehvery
By deslination
traffic
(Other)
* Invoice to:
Paoe: 3
*Ship to:
LEAR MEXICAN SEATING CORP .

chases are ccvered by direct pay permits or LEAR MEXICAN SEATING CORP
exemptions.
C/ 0 LEAR 3LC LINC/RYDER P. 0. BOX 17709
EL PASO, TX 79917
9500 PLAZA CIRCLE See Section 15 ror additional information and
UNITED STATES
·----,,.,T'"'I~
V J.-, ..L. .LL.J~
---..---.-
t..J.LC-...1.....,_
PACKAGING RETURNABLE CONTAINER Date Pri nted: 07 / 25 / 14
LINE #,. ITEM NUMBER* QUANTITY* U/M• PRC/QTY UNIT UNIT PRICE
- - - - - ----- --- - - --· DESCRIPTION - - - - - - - - - - - - - - - - - - - - - - - - - - -- - - -- -- -- -- - - - - - · DESCRIPTION - - - - - - - - - - ---- - - - - - -
Line Total : 8,029.23

Total Tax: 0.00
USD Total: 8,029.23
By -----
Purchase
Q LEAR * THESE ITEMS MUST APPEAR ON ALL SHIPPING AND BILLING DOCUMENTS
Notification
*
Purchase Order Number, or Release Authori-
sition PU32958 * No. Re l ease 0
o •Uetra~
Supplier: IN1342 ferer.
plant
V . ~~ 0 8/0 5 /14
INTERNATIONAL CORRUGATED Drtation terms (other) Delivery date
& PACKAGING SUPPLIES, INC. Collet D:,ftm.f< Routing Ins _ru e
1 490 GEORGE DIETER 14 2 Payments terms Shipping point.
TJM.ITED ~TAJ.;ES
er, agrees to se . or services
I a nC ehver supplies . specit1ed herein·
subiect to the tenns and conditions on the face and reverse side hereof.
*Ship to: SALES A ND USE TEXAS
o Seller's o
delivery
sy destination
traffic
(other)
* Invoice to:
Paae: 1
chases are covered by direct pay permits or LEAR MEXI CAN SEATING CORP
P . o. BOX 17709
CROSS DOCK-LA CUESTA PLT D Do not bill sales or use tax because pur-
chases are tor resale
EL PASO, TX 7991 7
9500 PLAZA CIRCLE See Section 15 for additional information and UNI TED STATES
- ..-
T _ _ ._._....., _
~
ONE MONTH PACKAGING MATERIAL Date Print ed: 08/05/ 14

- - ------ - -- -- -- -- - DESCRIPTION - - - - - - - - - - - - - - - - - - - -- - - - - - -- ----- - -- ----- -- - DESCRIPTION - - - -- -- -- - - ---- - - ---
:::
> QUOTE No . 2579 >
Due Date
1 20721 NI-01 2200 . 0 PC 08/05/14 8.39
Acct# 76130
)"f\{;\Q_ ';'«' CJ I fg.(2._
@rs
*
PLEASE ADD CERT I FICATE OF ORIGIN FOR THIS PURCHASE ORDER. VENDOR CODE ,
ALL INVOICES AND PACKING SLIPS. THE PACKING SLIP MUST SHOW THE I TEM
COUNTRY OF ORIGIN OF THE PARTS. INVOICES MUST BE IN ACCORDANCE WI TH UNIT OF
MARK MATERIAL ATTN:
JOSUE OLIVAS
LA CUESTA PLANT
"No employee or agent of Lear Corporation or its subsidiari es ( " Lear") is
a uthorized to conclude any legal l y binding agreement by emai l u n l ess that
agreement is expressly and subsequently confirmed in writ i ng as par t of a
Irene Perez
B ,~ '!ll ?n11.
Y-----------------------------
Approved by Date Approved by Date Date
\,ompradora
Approve~y
Date
ATTACHMENT 22 ·:i..:
Purchase
Q LEAR Notification
sition PU32958 * No. Release 0
Supplier: IN1342
o•Uetra~
f;i~~~
plant
V e~ . 08 /0 5 / 14
& PACK.AGING SUPPLIES, INC. Collet c=lf~~tz Routing
lranspo,rtation terms (other) Delivery date
Ins . . rue
EL PASO, TX 79936 45 AVG I NDICATED
TJJ;tITED ~TAJ;ES . .
subiect to the terms and conditions on the face and
*Ship to:
iii .
er, agrees to se I ancl ehver supplies or services spec 1ed herem
reverse side hereof.
SALES ANO USE TEXAS
o Seller's
delivery
DBy destination
traffic
*
(other)
Invoice to:
Pacre: 2
chases are covered by direct pay permits or LEAR MEXICAN SEATING CORP.
exemptions.
C/0 LEAR 3LC LINC /RYDER P. 0. BOX 17709
CROSS DOCK-LA CUESTA PLT D Do not bill sales or use tax because pur·
EL PASO, TX 79917
9500 PLAZA CIRCLE See Section 15 for additional information and UNITED STATES
-Ul.".L .L.1...u..., u-- - ---.-
.i.n.1. i:::u.:,
ONE MONTH PACK.AGING MATERIAL Date Printed: 08/05/14
LINE#* ITEM NUMBER* QUANTITY• U/M• PRC/QTY UNIT UNIT PRICE

-- - - - - - ---- - - - - - - - DESCRIPTION - - - - --- - - - --- - - - -- - -- - -- - - -- -- - - - --- - - --- --· DESCRIPTION - - - - --- - - - --- -- - - ---
1 20721 NI-01 ****Co****
Lear.
member of any such director or officer) of Buyer or any of its .
*
"WOOD PACK.AGING MATERIAL SHOULD BE IN COMPLIANCE WITH ISPM 15 AND / OR NOM
144."
Irene Perez
·~a 201
By ____ (:~IJ]Jl~~~-~ ------- ~-
Approved by Date I Approved by Date Date I Approved by Date
Purchase
Q LEAR Notification
sition PU32958 No. Release 0
*
fe~~~
D'"e~~
Supplier: IN1342 plant
V . 0~ 08 /0 5/14 '
INTERNATIONAL CORRUGATED LJrtation tenns (other) Delivery dale
& PACKAGING SUPPLIES, INC . Collel~'EAA Routing Ins ,..rue
We;IITED ST~,1ES
er, agrees to sell . or services
an ehver supplies . specm1ed herein·
•Ship to: SALES AND USE T EXAS
o Seller's
delive,y
D By destination
traffic
(other)
* Invoice to:
Paae : 3
exemptions.
C/0 LEAR 3LC LINC / RYDER P . 0. BOX 17709
CROSS DOCK -LA CUESTA PLT D Do not bill sales or use tax because pur·
EL PASO, TX 79917
UNITED STATES
EL PASO,,...,.,..,'9'TX 79927 instructions
--.,. .... --- _ __,_
u.1.~---:i:-r.1...1.., U.l~.l.L.Jlo..J
ONE MONTH PACKAGING MATERIAL Date Printed: 08 /0 5/14

- - - -- - - - - --- - -- -- - DESCRIPTION - -- -- - -- - - - - -- - - - - -- - --- --- -- - - - - -- - - - - - - - - - DESCRIPTION - -- - - -- -- --- - - ---- - -
Line Total : 18,458 .0 0

Total Tax: 0.00
USD Total: 18,458 . 00
Irene Perez
By__ . ~~ 201~
---------------------------
Approved by Date I Approved by Date Date Date
Purchase
f} LEAR CORPORATION
Notification
Blanket order number (if any) Purchase Order Number. or Release Authori-
D Release I X ! Purchase Order D Requisition PU33011 * No. Release 0
(o her) Date of order
Er~trafsferp•
Supplier : IN1342 f~~~ V . ·~ 08/13/14
plant
INTERNATIONAL CORRUGATED D r t a tion tenns (other) Delivery date

Collet [3,~~ Routing Ins ~rue
1 4 90 GEORGE DIETER 142 Payments tenns Shipping point.

truITED STla-l:fv1S
er, agrees to sell . Of' services
an e 1ver supplies . spec1r,tad herein.
subiect to the terms and conditions on the face and reverse side hereof. o Seller's
delivery
osy destination
traffic
(other)
P.::iae: 1
SALES ANO USE TEXAS * Invoice to:
*Ship to:

chases are covered by direct pay penn~s or LEAR MEXICAN SEATING CORP.
exemptions.
CROSS DOCK - SAN LORENZO PLT D Do not bill sales or use tax because pur-
EL PASO, TX 79917
9500 PLAZA CIRCLE See Section 15 for add~ional infonnation and
UNITED STATES
---
- · · ..L .L ....... ....-
--- ...... - -
.....,~n.L.c.i..::>
ONE MONTH PACAGING MATERIAL Date Printed: 08/13/14
LINE#* ITEM NUMBER* QUANTITY* UIM* PRC/QTY UNIT UNIT PRICE

- ---- - - - --- -- - - - - · DESCRIPTION - - -- --- - - -- - ---- -- - - - - - - - - - - - - - - - - - - - - - - - - -· DESCRIPTION ---- - - - - - - - - - - - - - - --
=
> QUOTE No . 2579 <
Due Date
1 20721 NI-01 1000.0 PC 09/30/14 11.33
Acct# 76130
*
PLEASE ADD CERTIFICATE OF ORIGIN FOR THIS PURCHASE ORDER . VENDOR CODE,
BUYER PART NUMBER , LINE ITEM, PURCHASE ORDER AND OR RELEASE MUST BE SHOWN ON
ALL INVOICES AND PACKING SLIPS . THE PACKING SLIP MUST SHOW THE ITEM
MARK MATERIAL ATTN :
JOSUE OLIVAS
SAN LORENZO PLANT
"No employee or agent of Lear Corporation or its subsidi aries ("Lear") is
Irene Perez
r,n 101~
ATTACHMENT 23
Purchase
Q LEAR
CORPORATION
Notification
"'THESE ITEMS MUST APPEAR ON ALL SHIPPING ANO BILLING DOCUMENTS
Blanket order number (if any) Purchase Order Number. or Release Authori-
:

D Release I X ! Purchase Order D Requisition PU33011 * No. Release 0
(other) Date or order
IFOBretra~
Supplier: IN1342 fe~~~ V . ~1'< 08/13/14
plant
INTERNATIONAL CORRUGATED .
1
ranspo rtation terms (other) Delivery date
& PACKAGING SUPPLI ES, I NC . 1
Colletc=J.,~~ Routing Ins true
1490 GEORGE DIETER 142 Payments terms Shipping point

w.;1,ITED STAiiES . . .. .
or, agrees to sell and ehvor supplies or services specified herem
sub·ect to the tem,s and cond~ions on the lace and reverse side hereol.
SALES AND USE TEXAS
o Seller's D B y destination
delivery traffic
(other)
* Invoice to:
Paqe: 2
*Ship to·
LEAR MEXICAN SEATING CORP .

P. 0. BOX 17709
EL PASO , TX 79917
9500 PLAZA CIRCLE See Section 15 for additional inlormation and
UNITED STATES
--- .... ----. ....... --- ---.-
-· ..L.L.L..I.; ...., ..... . . . . ~....,

- -
LINE#• ITEM NUMBER"' QUANTITY* U/M* PRC/QTY UNIT UNIT PRICE
- - - -- - - - - - - - - - - - - · DESCRIPTION -- -- - ---- - - - - - - - - - - - - - - - - - -- - - -- - - -- - - -- - - - · DESCRIPTION - -- - - - - - - - - - -- - - - - - -
1 20721 NI - 01 ****Co****
defini t ive agreement or purchase order by an authorized representative of
Lear.
"This Purchase Order incorporates and is governed by the Lear Co r poration
Purchase Order Terms and Conditions (March l, 2006 - as modified for the
Order) , avai l able at http://www.lear . com. Supplier must inform Buyer in
writing of any director, sales representative or emp l oyee of Supplier or a
Supplier , who is affi liated with or is an officer or director (or a family
subsidiaries." Be advise that Lear reserves t he right to terminate any and
a ll purchase orders for convenience pursuant to Lear's Purchase Order Terms
and Conditions . "Any change or modification to t his reservation is n ot
effective unle ss and until it is expressly stated on t he face of each
*
IF THERE IS ANY QUES TION REGARDING THIS PURCHASE ORDER, PLEASE FEEL FREE TO
CONTACT ME AT (915) 787 - 4164 BUYER: IRENE PEREZ
"WOOD PACKAGING MATERIAL SHOULD BE I N COMPLIANCE WITH ISPM 15 AND/OR NOM
144 . II
7014

Purchase
LEAR
CORPORATION
Notification
I

D Release !X l Purchase Order D Requisition PU33011 * No. Release 0
(other) Date of oroer
Supplier: IN1342
Due~an~
f;i~,~ V .~ 08/13/14
plant
& PACKAGING SUPPLIES, INC . i==i~~~
D r t ation tenns
Collet
(other)
Routing Ins t:ruc
Delivery date
EL PASO, TX 79936 4 5 AVG INDICATED

qM,ITED ~TA.JiES
er. agrees to se . or sel'\l1.ces specit1ed herein.
I ana ehver supphas
SALES ANO USE TEXAS
o Seller's o a y destination
delivery traffic
(other)
* Invoice to:
Paae: 3
*Ship to:

D Do not bill sales or use tax because pur•
P. 0. BOX 17709
EL PASO, TX 79917
UNITED STATES
EL PASO, TX 79927
- ~--
instructions
-
U J.'<I..L .I.~*"
-·
....i.1..c'l..L~._,
. LINE # * ITEM NUMBER* QUANTITY* U/M* PRC/QTY UNIT UNIT PRICE

-- -- --- - ------ ---- DESCRIPTION --- ---------------------------- --------- - -- - DESCRIPTION - ------ -- ------ - -- - -
Line Total: 11,330 . 00

Tota l Tax: 0.00
USD Tota l : 11,330 . 00
Irene Perez
1 1011.
Approved by Date Approved by Date Approved tly

STATE OF MICHIGAN
COURT OF APPEALS
NATURIPE FOODS, LLC, UNPUBLISHED

September 8, 2016
Plaintiff-Appellee,
v No. 327172
Kent Circuit Court
SIEGEL EGG COMPANY, INC., LC No. 12-010585-CK
Defendant-Appellant.
Before: SERVITTO, P.J., and MARKEY and GLEICHER, JJ.
PER CURIAM.
In this breach of contract action, defendant Siegel Egg Company, Inc., appeals as of right
the judgment in favor of plaintiff, Naturipe Foods, LLC. We affirm.
Plaintiff is the selling and marketing arm of, among other entities, Michigan Blueberry
Growers. Defendant is a food distribution company that sells, among other things, blueberries to
commercial bakeries. On August 19, 2011, plaintiff offered to sell defendant frozen blueberries
from the 2011 crop grown in Michigan and Georgia. Defendant’s buyer, Arnaldo DaCruz,
crossed out the reference to Georgia blueberries, wrote “GRADE A” under the reference to
Michigan blueberries, and signed the offer. Below DaCruz’s signature read, “Subject to Seller’s
Terms and Conditions.” Thus, plaintiff contracted to deliver 316,800 pounds of frozen Michigan
blueberries from the 2011 crop to defendant for $2 a pound, starting on November 1, 2011. The
deliveries were to be completed by August 24, 2012. The validity of this contract is not in
dispute.
Plaintiff delivered two shipments of blueberries in February and March 2012. Despite
apparently realizing that the shipments were sub-Grade A, defendant sent the blueberries to its
end-use customers who generally found them unusable for their purposes. As a result, defendant
never requested nor paid for the remaining blueberries due under the contract, which expired in
August 2012.
In November 2012, plaintiff sued defendant for breach of contract. The trial court
eventually granted summary disposition in favor of plaintiff as to defendant’s liability and held a
jury trial on damages. On April 13, 2015, the trial court entered a judgment in favor of plaintiff
in the amount of $723,578.83. This award represented a $327,644.98 jury verdict, $201,900.65
in attorney fees, $9,545.71 in costs, and $184,198.49 in prejudgment interest.
-1-
Defendant first argues that the trial court erred in granting summary disposition in favor
of plaintiff on the issue of whether plaintiff’s “Terms and Conditions” were incorporated into the
parties’ agreement. We disagree.
This Court reviews de novo a trial court’s grant of summary disposition under MCR
2.116(C)(10). Ernsting v Ave Maria College, 274 Mich App 506, 509; 736 NW2d 574 (2007).
“When deciding a motion for summary disposition under MCR 2.116(C)(10), a court must
consider the pleadings, affidavits, depositions, admissions, and other documentary evidence
submitted in the light most favorable to the nonmoving party.” Id. at 509-510. All reasonable
inferences are to be drawn in favor of the nonmoving party. Dextrom v Wexford Co, 287 Mich
App 406, 415; 789 NW2d 211 (2010). “Summary disposition is proper under MCR
2.116(C)(10) if the documentary evidence shows that there is no genuine issue regarding any
material fact and the moving party is entitled to judgment as a matter of law.” Ernsting, 274
Mich App at 509. “A genuine issue of material fact exists when the record, giving the benefit of
any reasonable doubt to the opposing party, leaves open an issue upon which reasonable minds
could differ.” Id. at 510.
The interpretation of a contract, including whether contract language is ambiguous, is

reviewed de novo. See Klapp v United Ins Group Agency, Inc, 468 Mich 459, 463; 663 NW2d
447 (2003).
“Where one writing references another instrument for additional contract terms, the two
writings should be read together.” Forge v Smith, 458 Mich 198, 207; 580 NW2d 876 (1998).
That is, “[i]n a written contract a reference to another writing, if the reference be such as to show
that it is made for the purpose of making such writing a part of the contract, is to be taken as a
part of it just as though its contents had been repeated in the contract.” Id. at 207 n 21 (citations
and quotation marks omitted). Where additional documents or terms are made part of a contract
by reference, the parties are bound by those additional terms even if they have never seen them.
See Ginsberg v Myers, 215 Mich 148, 150-151; 183 NW 749 (1921). “It is well settled that the
failure of a party to obtain an explanation of a contract is ordinary negligence. Accordingly, this
estops the party from avoiding the contract on the ground that the party was ignorant of the
contract provisions.” Scholz v Montgomery Ward & Co, Inc, 437 Mich 83, 92; 468 NW2d 845
(1991).
The plain, unambiguous language of the contract incorporated the Terms and Conditions.
The contract provided that it was “Subject to Seller’s Terms and Conditions.” It is undisputed
that plaintiff was the “Seller.” It is also undisputed that the referenced “Terms and Conditions”
are the Terms and Conditions at issue in this case. DaCruz did not cross out or otherwise modify
the language providing that the contract was “Subject to Seller’s Terms and Conditions,” as he
did with other portions of the contract. In other words, there is no meaning for this contract
provision other than to indicate that the parties’ agreement was subject to the Terms and
Conditions. Port Huron Ed Ass’n, MEA/NEA v Port Huron Area School Dist, 452 Mich 309,
323; 550 NW2d 228 (1996). Because a party may incorporate the terms of another document by
reference into a contract without attaching or otherwise providing a copy of the document, the
trial court did not err in granting summary disposition in favor of plaintiff on the issue of
whether the Terms and Conditions were incorporated into the parties’ agreement. Ginsberg, 215
Mich at 150-151.
-2-
Defendant’s arguments to the contrary are unpersuasive. Defendant asserts that none of
its employees were ever provided with a copy of the Terms and Conditions. However, a party is
bound by the terms of an incorporated document even if the party has never seen the document.
Ginsberg, 215 Mich at 150-151. To the extent defendant argues that plaintiff never explained
the applicable Terms and Conditions or never explained what the phrase “Subject to Seller’s
Terms and Conditions” meant, it was defendant’s duty to obtain an explanation of the contract
term. Defendant’s apparent failure to do so constitutes negligence and estops it from asserting
that the Terms and Conditions do not apply on the grounds of ignorance. Scholz, 437 Mich at
92. Defendant’s argument that the contract stated that it was “Page 1 of 1” and, therefore,
encompassed the entirety of the parties’ agreement, is also unpersuasive. It is well established
that a contract may incorporate “another” document by reference. Thus, even if the contract is
considered to be only one page, its unambiguous language still incorporates by reference the
Terms and Conditions. Forge, 458 Mich at 207.
Defendant next argues that, even if the Terms and Conditions apply, the warranty
provision therein did not concern defendant’s purported cancelation of the contract. We
disagree.
The provision at issue provides:
10. WARRANTY. Seller warrants only that goods to be delivered

shall conform to any approved samples and/or specifications set forth in this
agreement. If no specifications are included and no samples are taken, then the
goods shall conform to at least USDA Grade B standards.[1]
THIS WARRANTY IS IN LIEU OF ANY OTHER WARRANTY

OBLIGATION OF SELLER. SELLER MAKES NO OTHER
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE WHICH ARE HEREBY DISCLAIMED AND
EXCLUDED BY SELLER. SELLER SHALL NOT BE LIABLE TO
BUYER OR ANY OTHER PARTY OR PERSON FOR ANY LOSS,
CLAIM, DEMAND, LIABILITY, COST, DAMAGE OR EXPENSE OF
ANY KIND CAUSED OR ALLEGED TO BE CAUSED, DIRECTLY OR
INDIRECTLY, BY THE GOODS OR BY ANY INADEQUACIES
THEREOF, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF
BUSINESS, PROFITS, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR
OTHER DAMAGES OF ANY NATURE, WHETHER ARISING IN TORT,
CONTRACT, WARRANTY OR STRICT LIABILITY.
Seller has the option of either replacing defective goods or crediting Buyer
for the purchase price for such goods. Seller will not accept the return of any
1
Plaintiff does not dispute that DaCruz’s notation on the contract required it to supply Grade A
blueberries.
-3-
goods without its prior written consent. In no event shall Seller be responsible for
incidental or consequential damages from any defect in the goods or the
application or use of the goods to or with Buyer’s products or breach of warranty
including, but not limited to, Buyer’s, user’s or any other person’s loss of material
or profits, increased expense of operation, downtime, or damages arising out of
any products liability claim and, in no event shall Seller’s liability (whether under
the theories of breach of contract or warranty, negligence, or strict liability)
exceed the contract price paid for the goods delivered by Seller. These remedies
are the exclusive and sole remedies for any breach of warranty or contract. Buyer
shall give written notice to the Seller of any claim for breach of warranty within
thirty (30) days after receipt of the goods if the breach or defect in the goods was
or should have been discovered upon inspection of the goods, and Buyer shall
give written notice to the Seller of any other claim for breach of warranty within
ninety (90) days after its [sic] discovers or should have discovered such breach.
Any remedy of the Buyer against the Seller shall be barred unless notice is given
in accordance with the foregoing provisions. All actions by the Buyer for breach
of warranty against the Seller shall be brought within one (1) year after the cause
of action thereon accrues. Seller shall be given a reasonable and prompt
opportunity to investigate any goods concerning which a claim is made.
Defendant argues that, because cancellation of the contract is not specifically mentioned
in the warranty provision, the warranty provision does not apply. This argument is without
merit. Defendant concedes that it cancelled the remainder of the contract because the first two
shipments were sub-Grade A quality. This failure to deliver Grade A blueberries constituted a
breach of warranty on the part of plaintiff under the Terms and Conditions because the language
of the provision provides that “[s]eller warrants only that the goods to be delivered shall” be
Grade A blueberries. (Emphasis added.) The Terms and Conditions provide that, in the case of
such a breach of warranty, “[s]eller has the option of either replacing defective goods or crediting
Buyer for the purchase price for such goods . . . . These are the exclusive and sole remedies for
any breach of warranty or contract.” (Emphasis added.) Thus, the exclusive and sole remedies
defendant had for plaintiff’s delivery of substandard blueberries were a replacement of
blueberries or a credit for their price. Defendant sought neither. Moreover, the Terms and
Conditions explicitly provide that, if defendant did not give plaintiff 30 days’ notice of the
breach of warranty, “any remedy” was barred. As discussed below, defendant failed to provide
such notice. Because “any remedy” was barred due to defendant’s failure to provide notice
combined with the fact that the “exclusive and sole remedies” available to defendant were
replacement or a credit, the trial court did not err in ruling that the warranty provision applied to
the situation at hand and did not allow defendant to cancel the remainder of the contract.2
2
Pursuant to this ruling, we need not address whether defendant was entitled to cancel the
contract pursuant to Michigan’s Uniform Commercial Code, MCL 440.2101 et seq.
-4-
Defendant also cannot establish plain error affecting substantial rights with regard to its
unpreserved argument that cancellation does not fall within the meaning of “remedy” in the
warranty provision. Cheesman v Williams, 311 Mich App 147, 161; 874 NW2d 385 (2015).
In interpreting a contract, undefined words are to be afforded their “plain and ordinary
meaning.” Rory v Continental Ins Co, 473 Mich 457, 464; 703 NW2d 23 (2005). The plain and
ordinary meaning of words “may be determined by consulting dictionaries.” McGrath v Allstate
Ins Co, 290 Mich App 434, 439; 802 NW2d 619 (2010). “Remedy” is defined in relevant part as
“[t]he means of enforcing a right or preventing or redressing a wrong” and “[a] right by which an
aggrieved party may seek relief without resort to a tribunal.” Black’s Law Dictionary (10th ed).
Similarly, in the context of the UCC, this Court has noted that “remedy” is “broadly
define[d] . . . as ‘any remedial right to which an aggrieved party is entitled with or without resort
to a tribunal.’ ” American Bumper & Mfg Co v Transtechnology Corp, 252 Mich App 340, 348;
652 NW2d 252 (2002), quoting MCL 440.1201(34). Under these definitions, cancellation is a
“remedy” and was, therefore, barred due to defendant’s failure to provide plaintiff with notice of
the substandard blueberries within 30 days. Cancellation was defendant’s attempt to redress a
wrong, i.e., plaintiff’s failure to deliver blueberries in accordance with the contract. Likewise,
cancellation was defendant’s attempt to seek relief from the substandard blueberries without
resorting to a tribunal. Thus, under both the dictionary definition and the warranty provision of
the Terms and Conditions, defendant was not entitled to cancel the remainder of the contract
without providing the required 30-day notice to plaintiff. As discussed below, there is no
question of fact that defendant failed to provide such notice. Accordingly, defendant cannot
establish that error occurred and, therefore, cannot establish plain error affecting its substantial
rights with regard to this claim. Cheesman, 311 Mich App at 161.
Next, defendant argues that the 90-day notice requirement in the warranty provision, not
the 30-day requirement, applied to this situation and that defendant met that requirement. We
disagree.
“[A]n unambiguous notice-of-claim provision [in a contract] setting forth a specified time
within which notice must be provided is enforceable[.]” DeFrain v State Farm Mut Auto Ins Co,
491 Mich 359, 367-368; 817 NW2d 504 (2012).
Under the plain, unambiguous language of the warranty provision, whether the 30- or 90-
day notice period applies depends on whether “the breach or defect in the goods was or should
have been discovered upon inspection of the goods[.]” The only defect at issue was that the
blueberries delivered to defendant in February and March 2012 were sub-Grade A quality.
The trial court did not err in ruling that the 30-day notice requirement applied and that
defendant failed to comply therewith. The Terms and Conditions provided that plaintiff
“warrants only that goods to be delivered shall conform to any . . . specifications set forth in this
agreement.” It is undisputed that the parties’ agreement specified that plaintiff would deliver
Grade A blueberries. Thus, it would be a breach of warranty were plaintiff to deliver sub-Grade
A blueberries. The 30-day written notice requirement applied to this case because defendant
actually discovered upon inspection of the goods that at least some of the delivered blueberries
were sub-Grade A.
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In their depositions, both DaCruz and Kenneth Siegel, defendant’s CEO, testified that
they personally inspected, at least in part, the February and March 2012 shipments and found
them to be clearly sub-Grade A. In other words, plaintiff’s breach of warranty for failing to
supply Grade A blueberries “was . . . discovered upon inspection of the goods[.]” Accordingly,
defendant was required to give plaintiff written notice of this breach of warranty within 30 days
after the receipt of the blueberries under the plain, unambiguous language of the warranty
provision in the Terms and Conditions. There is no record evidence to suggest, and defendant
does not allege, that it provided plaintiff such written notice within 30 days of the delivery of
either the February or March 2012 shipments. Even viewing the evidence in the light most
favorable to defendant, the first written notice provided to plaintiff came in the form of a May
31, 2012 email which was necessarily provided more than 30 days after the receipt of the
February and March shipments. Because defendant failed to comply with the applicable 30-day
notice requirement, under the plain, unambiguous language of the contract, “[a]ny remedy of the
Buyer against the Seller shall be barred” and “[t]hese remedies are the exclusive and sole
remedies for any breach of warranty or contract.”
Accordingly, the trial court did not err in granting summary disposition in favor of
plaintiff on the issues of whether the 30-day notice requirement applied and whether defendant
complied with that requirement. Ernsting, 274 Mich App at 509-510; Klapp, 468 Mich at 463.
Defendant does not challenge DaCruz’s and Siegel’s testimony regarding their
inspections of the two shipments. Rather, defendant argues that only its end-use customers, and
not its own employees, could determine whether the blueberries met the specifications of the
parties’ agreement. This argument is without merit. Contracts are to be construed according to
their plain language and this Court will not read terms into a contract. See Greenville Lafayette,
LLC, v Elgin State Bank, 296 Mich App 284, 291; 818 NW2d 460 (2012). There is simply no
language in the parties’ agreement or the Terms and Conditions to suggest that defendant’s end
users were the only parties empowered to determine whether the delivered blueberries were
Grade A quality. Defendant argues that, because plaintiff knew that it was not the end user of
the blueberries, there was a “reasonable inference” that it could not determine whether the
blueberries met the contract specifications. Even if plaintiff was aware of this fact, it would
constitute extrinsic evidence of the parties’ intent, which is not to be considered in interpreting
unambiguous contract terms. See Klapp, 468 Mich at 469-470. In sum, because the language of
the parties’ agreement and the Terms and Conditions are completely devoid of any reference to
defendant’s end users being the ultimate arbiters of whether plaintiff provided a product that
satisfied its obligations, defendant’s argument on this point fails.
Finally, defendant argues that the trial court abused its discretion in allowing plaintiff to
present evidence of its 2012 blueberry crop at trial. We agree; however, because the trial court’s
error was harmless, defendant is not entitled to reversal.
“A trial court’s decision whether to admit evidence is reviewed for an abuse of discretion,
but preliminary legal determinations of admissibility are reviewed de novo; it is necessarily an
abuse of discretion to admit legally inadmissible evidence.” Albro v Drayer, 303 Mich App 758,
760; 846 NW2d 70 (2014).
-6-
“A party claiming a breach of contract must establish by a preponderance of the

evidence . . . that the party asserting breach of contract suffered damages as a result of the
breach.” Miller-Davis Co v Ahrens Constr, Inc (On Remand), 296 Mich App 56, 71; 817 NW2d
609 (2012), rev’d in part on other grounds 495 Mich 161 (2014).
At trial, plaintiff was required to establish by a preponderance of the evidence that it

could have fulfilled its obligation under the parties’ agreement had defendant not canceled the
contract. Thus, plaintiff sought to introduce evidence that its inventory of 2011 Grade A
blueberries was sufficient to fulfill its obligation to defendant by August 24, 2012, the date
specified in the agreement. Melanie LaPerriere, plaintiff’s employee, testified that plaintiff’s
inventory records, which were admitted into evidence, indicated that in March 2012, plaintiff
possessed 745,000 pounds of Grade A or better blueberries from the 2011 crop and by August,
2012, they still had 342,000 pounds. However, she also testified that the records indicated that,
in September 2012, after the influx of the 2012 crop, plaintiff possessed 4,200,000 pounds of
Grade A or better blueberries. Defendant appears to argue that this testimony concerning the
2012 crop was inadmissible as irrelevant.
Generally, all relevant evidence is admissible and irrelevant evidence is

not. Evidence is relevant if it has any tendency to make the existence of a fact
that is of consequence to the action more probable or less probable than it would
be without the evidence. The trial court also has discretion to exclude even
relevant evidence if its probative value is substantially outweighed by the danger
of unfair prejudice, confusion of the issues, misleading the jury, undue delay,
waste of time, or needless presentation of cumulative evidence. Evidence is
unfairly prejudicial when there exists a danger that marginally probative evidence
will be given undue or preemptive weight by the jury. [Morales v State Farm Mut
Auto Ins Co, 279 Mich App 720, 729-730; 761 NW2d 454 (2008) (quotation
marks and citation omitted); see also MRE 401-403.]
The evidence regarding plaintiff’s 2012 blueberry crop was irrelevant. Evidence of
plaintiff’s inventory was relevant to make more or less probable one fact of consequence at
trial—whether plaintiff could have fulfilled its obligation under the parties’ agreement but for
defendant’s cancelation of the contract. It is undisputed that to fulfill the contract, plaintiff
would have had to deliver to defendant, by August 24, 2012, 237,600 pounds of 2011 Grade A
blueberries. Plaintiff’s 2012 crop inventory was completely irrelevant to that inquiry, in that it
had no tendency to make more or less likely the fact whether plaintiff possessed sufficient 2011
inventory. Plaintiff did not argue, and the contract does not support, that the 2012 inventory
could have been used to fulfill its obligation under the agreement. Because evidence of
plaintiff’s 2012 blueberry crop inventory was irrelevant, it should not have been admitted.
Morales, 279 Mich App at 729-730. Nonetheless, this evidentiary error does not require reversal
because it was harmless.
“[T]he erroneous admission of evidence is not a basis for reversal unless allowing the
lower court’s judgment to stand would be ‘inconsistent with substantial justice.’ ” Albro, 303
Mich App at 765, quoting MCR 2.613(A). In other words, evidentiary error does not require
reversal if it was harmless. Id.; Detroit/Wayne Co Stadium Auth v Drinkwater, Taylor & Merrill,
Inc, 267 Mich App 625, 652; 705 NW2d 549 (2005).
-7-
Any error in the admission of evidence concerning plaintiff’s 2012 blueberry crop was
harmless because plaintiff presented evidence to support the jury’s implicit finding that it could
have satisfied its obligations under the contract by providing defendant with a sufficient quantity
of 2011 Grade A blueberries. The jury awarded plaintiff the full measure of its requested
damages, i.e., the balance owed by defendant under the parties’ agreement. Thus, the jury
implicitly found that plaintiff could have fulfilled its remaining obligations under the agreement.
It is undisputed that the two deliveries of blueberries each weighed approximately 39,600
pounds. Thus, plaintiff delivered to defendant approximately 79,200 pounds of blueberries. The
contract called for delivery of 316,800 pounds. Thus, to have fulfilled its remaining obligation
under the contract after defendant’s cancelation, plaintiff would have had to deliver
approximately 237,600 pounds of 2011 Grade A blueberries. At trial, inventory records for
plaintiff’s blueberry reserves were admitted without objection. LaPerriere testified that the
records indicated that, in March 2012, plaintiff possessed 745,000 pounds of Grade A or better
blueberries from the 2011 crop and by August, 2012, they still had 342,000 pounds. The parties’
contract required plaintiff to provide the total amount of blueberries by August 2012. The jury
could thus have reasonably concluded that plaintiff could have fulfilled the remainder of its
contract with defendant, which called for delivery of an additional 237,600 pounds of 2011
Grade A blueberries by August 2012. See Cleary v Turning Point, 203 Mich App 208, 210; 512
NW2d 9 (1993) (holding that, in light of the evidence properly presented that supported the
jury’s verdict, other evidentiary error was harmless). Because plaintiff presented properly
admitted evidence to support the jury’s implicit finding that it could have fulfilled the terms of
the contract, any error in the admission of testimony concerning the 2012 blueberry crop was
harmless and does not require reversal. Albro, 303 Mich App at 765; MCR 2.613(A).
Affirmed.
/s/ Deborah A. Servitto

/s/ Jane E. Markey
/s/ Elizabeth L. Gleicher
-8-
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UNITED STATES DISTRICT COURT

EASTERN DISTRICT OF MICHIGAN
SOUTHERN DIVISION
SPARTECH CMD, LLC d/b/a SPARTECH

COLOR AND SPECIALTY COMPOUNDS
Plaintiff, CASE NUMBER: 08-13234

HONORABLE VICTORIA A. ROBERTS
v.
INTERNATIONAL AUTOMOTIVE
COMPONENTS GROUP NORTH AMERICA, INC.,
Defendant.
/
ORDER DENYING IN PART AND GRANTING IN PART PLAINTIFF’S MOTION TO

ENJOIN ARBITRATION, AND DENYING DEFENDANT’S MOTION TO DISMISS
I. INTRODUCTION
From May to June 2008, Plaintiff Spartech CMD, L.L.C. and Defendant
International Automotive Components Group North America, Inc., entered into a series
of contracts for the sale of goods. A dispute arose over pricing; Defendant referred it to
arbitration on July 16. Plaintiff filed suit here on July 28 and requests injunctive relief.
The Court DENIES Plaintiff’s Motion for Temporary Restraining Order and
Preliminary Injunction in part, GRANTS the motion in part, and DENIES Defendant’s
Motion to Dismiss.
II. BACKGROUND
The facts summarized are set forth in Plaintiff’s Complaint (Doc. #1). Plaintiff is a
Delaware limited liability company and a citizen of Missouri for diversity purposes.
Plaintiff operates a factory in Manitowoc, Wisconsin, where it manufactures various
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chemical compounds. Defendant is a Delaware corporation with its principal place of
business in Dearborn, Michigan. Defendant purchases Plaintiff’s products for use at its
facilities in various states. At issue are five contracts identified by their purchase order
numbers (“PO#”): PO# 251050, issued May 5, 2008; PO#s 133452, 193836 and
216910, all dated June 25, 2008; and PO# 243934, issued June 27, 2008.
With the exception of PO# 133452, for each contract, Plaintiff received a
purchase order from Defendant. These purchase orders contain the arbitration
language at issue here. Plaintiff responded by sending an Acknowledgment Form and
a copy of its Terms and Conditions of Sale (“Plaintiff’s Terms”); Paragraph 14 contains
the following forum-selection clause:
This agreement is a contract entered into in Pennsylvania and governed

by the laws of the State of Pennsylvania. If [Plaintiff-]Seller brings an
action to enforce the terms of this agreement in any Pennsylvania or
Federal court, [Defendant-]Buyer agrees to waive objections to personal
jurisdiction and venue.
(Pl.’s Br. Supp. Mot. Ex. B. at ¶14.)
With respect to PO# 133452, Defendant entered it directly into Plaintiff’s
computer system; to complete the order, Defendant had to print Plaintiff’s
Acknowledgment Form, containing Plaintiff’s Terms. Plaintiff never received a purchase
order from Defendant with arbitration language concerning PO# 133452.
A dispute arose over the pricing of the five contracts. On July 16, 2008,
Defendant initiated arbitration proceedings before the American Arbitration Association
(“AAA”) to resolve the issue. Defendant justified seeking arbitration by pointing to a
provision from its own purchase orders:
This purchase order . . . incorporates by reference [Defendant’s] Purchase
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Order Terms and Conditions which are available through links provided on
[Defendant’s] Web Site at WWW.IACGROUP.COM. . . . The Terms apply
to all purchases by [Defendant] and its affiliates under any purchase order.
(Def.’s Br. Supp. Opp’n Ex. A.) Paragraph 51 of Defendant’s Purchase Order Terms
and Conditions (“Defendant’s Terms”) contains this Arbitration Clause:
All disputes arising under or in connection with any Order or any other
document pertaining to any Order shall be finally settled by arbitration in
Southfield, Michigan, before a single arbitrator appointed by the American
Arbitration Association (“AAA”) which arbitration shall be conducted under
AAA’s commercial arbitration rules then in effect at the time of the Order
provided, however, that discovery shall be permitted in accordance with
the United States Federal Rules of Civil Procedure.
(Compl. ¶ 30.)
On July 28, 2008, Plaintiff filed a Complaint for Declaratory Judgment that neither
it nor any of its associates is legally or contractually obligated to submit disputes with
Defendant to arbitration. Plaintiff notified the AAA of its action and requested that
proceedings be held in abeyance pending a ruling here. In response, Defendant
advised the AAA that it expects the proceedings to continue “unless and until” they are
enjoined. On August 8, Plaintiff filed a Motion for Temporary Restraining Order and
Preliminary Injunction to stay the arbitration proceeding (Doc. #10), and on October 2,
Defendant filed its Motion to Dismiss the underlying Complaint (Doc. #17).
III. ANALYSIS
A. Plaintiff’s Motion for Preliminary Injunction
Plaintiff asks the Court to issue both a temporary restraining order and a
preliminary injunction. A temporary restraining order is “a procedural remedy
implemented on an ex parte basis when notice to the opposite party is impractical or
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would generate additional harm to the applicant.” Anglers of the Au Sable v. United
States Forest Serv., 402 F. Supp. 2d 826, 830 (E.D. Mich. 2005) (citing Fed. R. Civ. P.
65(b); Granny Goose Foods, Inc. v. Bhd. of Teamsters, 415 U.S. 423, 439 (1974)).
Here, the arbitration proceedings are still in early stages, and Plaintiff does not suggest
that a hearing is imminent; furthermore, Defendant received ample notice and was able
to file a written response to Plaintiff’s motion. Accordingly, the Court construes
Plaintiff’s motion purely as a request for preliminary injunction.
When deciding whether to grant a preliminary injunction, a district court must
consider: (1) whether the plaintiff has a strong likelihood of success on the merits; (2)
whether the plaintiff could suffer irreparable harm without the relief; (3) whether granting
the order will cause substantial harm to others; and (4) whether granting the order will
serve the public interest. Summit County Democratic Cent. & Executive Comm. v.
Blackwell, 388 F.3d 547, 550-51 (6th Cir. 2004); see also Connection Distrib. Co. v.
Reno, 154 F.3d 281, 288 (6th Cir. 1998), cert. denied, 526 U.S. 1087 (1999). No single
factor is dispositive; rather, the court must balance them and determine if they weigh in
favor of an injunction. Six Clinics Holding Corp., II v. Cafcomp Sys., Inc., 119 F.3d 393,
400 (6th Cir. 1997).
[A] finding that the movant has not established a strong probability of
success on the merits will not preclude a court from exercising its
discretion to issue a preliminary injunction if the movant has, at minimum,
shown serious questions going to the merits and irreparable harm which
decidedly outweighs any potential harm to the defendant if the injunction is
issued.
Id. at 399-400 (quoting Gaston Drugs, Inc. v. Metro. Life Ins. Co., 823 F.2d 984, 988 n.2
(6th Cir. 1987) (internal quotations omitted)).
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1. Likelihood of Success on Merits
Plaintiff contends that it never received a copy of Defendant’s Terms, and thus it
is not bound by the Arbitration Clause. Moreover, even if the Arbitration Clause applies,
Plaintiff argues it cannot be reconciled with Paragraph 14 of Plaintiff’s Terms, which
requires that all disputes be resolved in court. Defendant counters that Paragraph 14
applies only to suits filed by Plaintiff, not to claims filed by Defendant. Thus, Defendant
concludes, the parties’ terms are not in conflict, and Plaintiff must agree to arbitration.
The Court begins by outlining the federal law of arbitration, before turning to
whether this dispute is arbitrable.
a. The Federal Arbitration Act
The Federal Arbitration Act (“FAA”), 9 U.S.C. § 1 et seq., “establishes a statutory
scheme for effectuating the federal policy of encouraging arbitration as a less costly and
less complicated alternative to litigation.” Morgan v. Smith Barney, Harris Upham & Co.,
729 F.2d 1163, 1165 (8th Cir. 1984). Under § 2 of the FAA,
[a] written provision in . . . a contract evidencing a transaction involving

commerce to settle by arbitration a controversy thereafter arising out of
such contract . . . shall be valid, irrevocable, and enforceable, save upon
such grounds as exist at law or in equity for the revocation of any contract.
Furthermore, the FAA provides that if, in the course of a judicial proceeding, an issue
arises that is referable to arbitration under a written agreement between the parties,
the court . . ., upon being satisfied that the issue involved in such suit or
proceeding is referable . . ., shall on application of one of the parties stay
the trial of the action until such arbitration has been had . . ., providing the
applicant for the stay is not in default in proceeding with such arbitration.
9 U.S.C. § 3. See also Dean Witter Reynolds Inc. v. Byrd, 470 U.S. 213, 218 (1985)
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(the FAA leaves district courts “no place for the exercise of discretion” in compelling
arbitration of pendent arbitrable claims).
Courts generally agree that 9 U.S.C. § 3 applies not only to “the trial of the
action,” but to “pretrial proceedings [as well,] other than preliminary injunction
proceedings intended to preserve the status quo.” IDS Life Insurance Co. v.
SunAmerica, Inc., 103 F.3d 524, 528-29 (7th Cir. 1996) (citing Corpman v.
Prudential-Bache Securities, Inc., 907 F.2d 29, 31 (3d Cir. 1990) (per curiam);
Suarez-Valdez v. Shearson Lehman/American Express, Inc., 858 F.2d 648 (11th Cir.
1988) (per curiam)).
Neither Plaintiff nor Defendant disputes that their written purchase orders are
contracts concerning transactions involving interstate commerce. Therefore, if the
Court finds the Arbitration Clause valid and the dispute arbitrable, the FAA will govern.
b. Determination of Arbitrability
“[A]rbitration is a matter of contract and a party cannot be required to submit to
arbitration any dispute which he has not agreed so to submit.” AT&T Techs. v.
Commc’ns Workers of Am., 475 U.S. 643, 648 (1986) (quoting United Steelworkers of
Am. v. Warrior & Gulf Navigation Co., 363 U.S. 574, 582 (1960)). Unless there is clear
and unmistakable evidence that the parties intended to arbitrate arbitrability, i.e. to let
an arbitrator decide whether they intended to arbitrate their disputes in the first place,
the issue is for the courts to decide. First Options v. Kaplan, 514 U.S. 938, 944 (1995)
(“Courts should not assume that the parties agreed to arbitrate arbitrability unless there
is ‘clea[r] and unmistakabl[e]’ evidence that they did so.”) (alterations in original)
(quoting AT&T Techs., 475 U.S. at 649)); see also Seawright v. Am. Gen. Fin. Servs.,
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Inc., 507 F.3d 967, 972 (6th Cir. 2007) (“While the courts must respect the liberal
federal policy favoring arbitration agreements, . . . the underlying question of whether
the parties agreed to arbitrate is to be decided by the court, not the arbitrator.”) (internal
quotes and citations omitted).
Here, there is no evidence the parties agreed to let an arbitrator decide if they
intended to arbitrate their disputes. Therefore, judicial resolution is appropriate.
To determine if a dispute is arbitrable, a court must analyze: (1) whether “a valid
agreement to arbitrate exists between the parties,” and (2) whether “the specific dispute
falls within the substantive scope of that agreement.” Javitch v. First Union Sec., Inc.,
315 F.3d 619, 624 (6th Cir. 2003) (citing AT&T Techs., 475 U.S. at 649). “Any doubts
concerning the scope of arbitrable issues should be resolved in favor of arbitration,
whether the problem at hand is the construction of the contract language itself or an
allegation of waiver, delay, or a like defense to arbitrability.” Id. (quoting Moses H. Cone
Mem’l Hosp. v. Mercury Constr. Corp., 460 U.S. 1, 24-25 (1983) (footnote omitted)).
c. Valid Agreement to Arbitrate
i. Law Governing the Contract
In deciding whether two parties agreed to be bound by an arbitration agreement,
courts look to applicable state law governing the formation of contracts. First Options,
514 U.S. at 944 (citing Perry v. Thomas, 482 U.S. 483, 492-93 n.9 (1987) (“state law . . .
is applicable if that law arose to govern issues concerning the validity, revocability, and
enforceability of contracts generally”)). Pursuant to the parties’ stipulation on applicable
law (Doc. #24), the Court applies Michigan law.
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The Michigan legislature adopted section 2-207, the so-called “battle of the
forms” provision of the Uniform Commercial Code (“U.C.C.”). It states:
(1) A definite and seasonable expression of acceptance or a written

confirmation which is sent within a reasonable time operates as
an acceptance even though it states terms additional to or
different from those offered or agreed upon, unless acceptance
is expressly made conditional on assent to the additional or
different terms.
2) The additional terms are to be construed as proposals for addition to
the contract. Between merchants such terms become part of the
contract unless:
(a) the offer expressly limits acceptance to the terms of the offer;
(b) they materially alter it; or
(c) notification of objection to them has already been given or is given
within a reasonable time after notice of them is received.
Mich. Comp. Laws (“M.C.L.”) § 440.2207. Plaintiff and Defendant are both merchants
for purposes of § 440.2207. See § 440.2104(1).
Neither party disputes that Defendant’s PO#s 251050, 193836, 216910 and
243934 were individual offers to buy Plaintiff’s products, and that Plaintiff acquiesced to
each with a different Acknowledgment Form. Thus, each exchange of forms represents
an individual contract. See Majic Window Co. v. Milgard Windows, 63 U.C.C. Rep.
Serv. 2d (CBC) 679, 2007 U.S. Dist. LEXIS 53267, at *7-9 (E.D. Mich. July 24, 2007)
(discussing the difference between single delivery and installment contracts). Likewise,
for PO# 133452, Defendant communicated its offer electronically to Plaintiff, and
received Plaintiff’s acceptance by printing its Acknowledgment Form.
ii. Incorporation of Defendant’s Terms
The next issue is whether the Arbitration Clause in Defendant’s Terms is integral
to the parties’ contracts, since it does not appear on the purchase orders.
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Plaintiff asserts, without citing authority, that it cannot be bound by an arbitration
provision contained in a set of terms and conditions that it never received. However,
“Michigan law permits a party to incorporate terms or documents from other writings.”
Robert Bosch Corp. v. ASC, Inc., 195 Fed. Appx. 503, 505 (6th Cir. 2006) (unpublished)
(citing Forge v. Smith, 458 Mich. 198, 207 (1998) (“Where one writing references
another instrument for additional contract terms, the two writings should be read
together.”) (footnote omitted)). Furthermore, failing to inquire about terms and
conditions referenced in an agreement is no defense: “the parties are bound by those
additional terms even if they have never seen them.” Constr. Fasteners, Inc. v. Digital
Equip. Co., No. 2:08-cv-11790; 1996 Mich. App. LEXIS 736, at *2 (Mich. Ct. App. Oct.
22, 1996) (unpublished) (citing Ginsberg v. Myers, 215 Mich. 148, 150-51 (1921)); see
also Robert Bosch, 195 Fed. Appx. at 505 (“A party may not plead ignorance as an
excuse if the contract is clear on its face that such terms were intended to be
incorporated.”) (citing Scholz v. Montgomery Ward & Co., 437 Mich. 83, 92 (1991)).
Four purchase orders, PO#s 251050, 193836, 216910 and 243934, bear a
statement explicitly incorporating Defendant’s Terms by reference. Defendant’s intent
to incorporate its Terms is clear on its face; thus, Defendant’s Arbitration Clause is an
integral part of these four contracts.
However, Defendant never sent a purchase order for PO# 133452. This means
that Plaintiff’s Acknowledgment Form is the only writing for this transaction; Defendant’s
Arbitration Clause was not incorporated. Furthermore, there is no suggestion that the
Arbitration Clause should apply to PO# 133452 by virtue of the parties’ course of
dealing, or that resolution of disputes by arbitration is a usage of trade in the parties’
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industry. See M.C.L. § 440.1201(3) (defining an agreement as “the bargain of the
parties in fact as found in their language or by implication from other circumstances
including course of dealing or usage of trade or course of performance as provided in
this act”) (emphasis added); Atl. Textiles v. Avondale Inc. (In re Cotton Yarn Antitrust
Litig.), 505 F.3d 274, 280 (4th Cir. 2007) (holding that arbitration is a usage of trade in
the textile industry).
Plaintiff is not bound to arbitrate claims arising under PO# 133452.
The Court now examines whether the Arbitration Clause incorporated into four of
the five contracts is valid, or if it conflicts with the forum-selection clause contained in
Paragraph 14 of Plaintiff’s Terms.
iii. Validity of Arbitration Clause
Plaintiff argues that its Paragraph 14 and Defendant’s Arbitration Clause are in
direct conflict, a situation commonly known as a “battle of the forms.” According to
Plaintiff, these provisions cancel each other out, and the Court must look to Michigan
common law to determine the proper forum in which to adjudicate this dispute.
In applying M.C.L. § 440.2207, Michigan courts distinguish between “additional”
terms and those that are altogether “different.” See Am. Parts Co. v. Am. Arbitration
Ass’n, 8 Mich. App. 156, 167 (1967) (“[B]etween merchants additional, but not different,
terms become part of the contract” subject to § 440.2207(2)) (emphasis added). When
an offer and acceptance contain different or conflicting terms, Michigan courts apply the
majority “knock out rule:” the conflicting terms are purged from the agreement and the
resulting contract consists only of those provisions agreed upon by both parties, plus
any applicable U.C.C. gap fillers. Robert Bosch, 195 Fed. Appx. at 507 (citing
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Challenge Mach. Co. v. Mattison Mach. Works, 138 Mich. App. 15, 24-26 (1984)). The
issue for the Court, therefore, is to determine if Defendant’s Arbitration Clause and the
forum-selection clause in Plaintiff’s Terms are sufficiently “different” to trigger the knock
out rule, or if Paragraph 14 is merely an additional term to be handled according to
M.C.L. § 440.2207(2).
The Supreme Court describes arbitration agreements as “in effect, a specialized
kind of forum-selection clause.” Rodriguez de Quijas v. Shearson/Am. Express, Inc.,
490 U.S. 477, 483 (1989); Scherk v. Alberto-Culver Co., 417 U.S. 506, 519 (1974). The
two are not equals, however, because federal public policy strongly favors arbitration
agreements. See Buckeye Check Cashing, Inc. v. Cardegna, 546 U.S. 440, 443
(2006); Ferro Corp. v. Garrison Indus., 142 F.3d 926, 932 (6th Cir. 1998). Furthermore,
as a rule, “[a] contractual choice-of-forum clause should be held unenforceable if
enforcement would contravene a strong public policy of the forum in which suit is
brought, whether declared by statute or by judicial decision.” The Bremen v. Zapata
Off-Shore Co., 407 U.S. 1, 15 (1971). Thus, when faced with potentially conflicting
forum-selection and arbitration clauses, a district court must “carefully scrutinize” the
forum-selection clause, and “if doubts arise as to whether [a] dispute is arbitrable or not,
such doubts must be resolved in favor of arbitrability.” Patten Sec. Corp., Inc. v.
Diamond Greyhound & Genetics, Inc., 819 F.2d 400, 407 (3d Cir. 1987), abrogated on
other grounds, Gulfstream Aerospace Corp. v. Mayacamas Corp., 485 U.S. 271, 287
(1988) (holding that signing a forum-selection clause did not waive a party’s contractual
right to seek arbitration, where the clause did not mention arbitration).
The Sixth Circuit has yet to address the relationship between forum-selection and
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arbitration clauses. However, several other circuits hold that choice-of-forum clauses
are not inconsistent with, but rather complementary to arbitration provisions. In Bank
Julius Baer & Co. v. Waxfield Ltd., the parties signed an agreement to arbitrate their
disputes, followed a month later by another agreement with a forum-selection clause.
424 F.3d 278, 282 (2d Cir. 2005). When the plaintiff tried to submit a dispute to
arbitration, the defendant objected, arguing that the forum-selection clause, by
“admitting the possibility of litigation in court,” operated as a waiver of the arbitration
agreement. Id. at 283-84. The Second Circuit disagreed, stating:
Under our cases, if there is a reading of the various agreements that

permits the Arbitration Clause to remain in effect, we must choose it: “The
existence of a broad agreement to arbitrate creates a presumption of
arbitrability which is only overcome if it may be said with positive
assurance that the arbitration clause is not susceptible of an interpretation
that covers the asserted dispute.” Moreover, we “cannot nullify an
arbitration clause unless the forum selection clause specifically precludes
arbitration.”
Id. at 284 (citations omitted). The court noted that the forum-selection clause did not
mention arbitration, and thus concluded that it could not be construed to “specifically
preclude” arbitration. Id. Instead, the court held that the forum-selection clause
may be read, consistent with the Arbitration Agreement, in such a way that
the [parties] are required to arbitrate their disputes, but that to the extent
the [plaintiff] files a suit in court in New York -- for example, to enforce an
arbitral award, or to challenge the validity or application of the arbitration
agreement -- [the defendant] will not challenge either jurisdiction or venue.
Id. at 285.
Bank Julius Baer relies heavily on the Third Circuit case of Patten Securities, 819
F.2d at 400. There, the plaintiff argued that the defendant waived its right to arbitration
by signing an agreement designating New Jersey courts as the proper forum for
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lawsuits. Id. at 403. The Third Circuit rejected this argument, stating:
Conspic[u]ously absent from the forum selection clause . . . is any

reference to arbitration whatsoever. When [the plaintiff] drafted the forum
selection clause it could have made a reference to arbitration in the clause
if it sought to have [the defendant waive] arbitration . . .
...
Furthermore there is nothing inconsistent between the arbitration
obligation and the instant forum selection clause. Both can be given
effect, for arbitration awards are not self enforceable. They may only be
enforced by subsequent judicial action. Thus, even if arbitration is
completed, the forum selection clause would appear to dictate the location
of any action to enforce the award.
Id. at 407 (internal footnote omitted). See also Pers. Sec. & Safety Sys., Inc. v.
Motorola Inc., 297 F.3d 388, 396 n.11 (5th Cir. 2002) (“a forum selection clause cannot
nullify an arbitration clause unless the forum selection clause specifically precludes
arbitration.”).
Plaintiff says these cases are not binding on this Court, and that Sixth Circuit
precedent dictates a different result. It argues that under Robert Bosch Corp. v. ASC,
Inc., Paragraph 14 gave Defendant notice of its opposition to arbitration. 195 Fed.
Appx. at 503. In Robert Bosch, the plaintiff’s offer contained an arbitration clause, and
the defendant’s acceptance included a provision reserving all “rights and remedies.” Id.
at 506-07. The defendant argued that this “rights and remedies” provision conflicted
with the arbitration clause because it was meant to reserve the defendant’s right to a
jury trial. Id. at 507. The Sixth Circuit found that, by its plain meaning, the term “rights”
represents the parties’ privileges under the contract, while “remedies” refers to redress
for breach of those rights. Id. (citing Kvaerner ASA v. Bank of Tokyo-Mitsubishi, Ltd.,
210 F.3d 262, 266 (4th Cir. 2000)). The court held these terms could not be read to
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preserve the defendant’s right to judicial fora. Id. It also clarified the conditions
necessary to trigger the knock out rule:
Th[e] rule only protects parties against being bound by terms to which they
had specifically objected. . . . Thus, the conflicting term must be specific
enough to give notice of a desire for a different term, . . . which [the
defendant’s] broad reservation of rights fails to do.
Id. (citing Challenge Mach., 138 Mich. App. at 25) (emphasis added). See also M.C.L. §
440.2207(2)(c) (additional terms become part of the contract unless “notification of
objection . . . is given within a reasonable time”); Sealed Power Techs. v. Torrington
Co., No. 203048, 1998 Mich. App. LEXIS 1941, at *8-9 (Mich. Ct. App. July 17, 1998)
(unpublished) (holding that a clause stating “[n]o other terms are acceptable unless
agreed upon by both parties,” is sufficient to invoke the knock out rule; there is no
requirement that directly conflicting provisions exist).
Plaintiff argues that Paragraph 14 “gives notice” of its opposition to arbitration,
and, therefore, conflicts directly with Defendant’s Arbitration Clause. The Court
disagrees. The terms of a contract must be construed according to their objective plain
meaning. Robert Bosch, 195 Fed. Appx. at 507 (citing Burkhardt v. Bailey, 260 Mich.
App. 636, 656-57 (2004)). Objectively construed, Paragraph 14 designates
Pennsylvania as Plaintiff’s choice of judicial forum; it does not require conflicts to be
exclusively resolved in Pennsylvania courts, nor does it explicitly reserve Plaintiff’s right
to judicial resolution of disputes. Furthermore, by its plain terms, this provision applies
only to actions initiated by Plaintiff to “enforce the terms of the agreement in . . . court.”
There is no requirement that disputes be settled in litigation; Paragraph 14 only says
that if Plaintiff files suit in a Pennsylvania state or federal court, Defendant may not
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contest personal jurisdiction or venue.
This reading comports with Robert Bosch’s requirement that a conflicting term be
“specific enough to give notice of a desire for a different term.” 195 Fed. Appx. at 507.
Paragraph 14 clearly gives notice that, if Plaintiff files suit in Pennsylvania, Defendant
must consent to the jurisdiction of Pennsylvania courts; however, it is not specific
enough to advise Defendant of Plaintiff’s refusal to arbitrate any and all claims. See id.
(“the unilateral subjective intent of one party cannot control the terms of a contract.”)
(quoting Burkhardt, 260 Mich. App. at 656) (internal alterations omitted).
Finally, if Plaintiff had meant to protect its right to a judicial forum, it could have
said so explicitly. As written, Paragraph 14 reflects only an intention to reserve
Plaintiff’s right to sue in Pennsylvania courts. See id. (“[The plaintiff’s] failure to
specifically reserve the right to a judicial forum is evidence of a lack of intent to do so as
it specifically reserved Michigan as the forum state elsewhere in its terms.”) (citing
Bianchi v. Auto. Club of Mich., 437 Mich. 65, 66 (1991)).
Although it has yet to consider this exact fact pattern, the Sixth Circuit would, in
all likelihood, rule that the parties’ terms are neither different nor incompatible, and that
the knock out rule does not apply. Therefore, the Court finds the Arbitration Clause
included in Defendant’s Terms valid and binding upon the parties.
d. Scope of Arbitration Clause
For a specific dispute to be arbitrable, it must fall “within the substantive scope”
of the agreement to arbitrate. Javitch, 315 F.3d at 624.
The parties’ dispute is clearly within the scope of arbitration. The Arbitration
Clause refers to “[a]ll disputes arising under or in connection with any Order.” While
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courts disagree on the breadth of the term “arising under” when used in arbitration
clauses, it certainly includes matters relating to the interpretation and performance of
the underlying contract. See Goldberg v. Focus Affiliates, Inc., 152 F. Supp. 2d 978,
980-82 (N.D. Ill. 2001) (discussing cases). Since this dispute concerns the price of
goods sold under the contract, it is clearly within the ambit of the Arbitration Clause.
The Court holds that the parties’ dispute falls within the scope of an enforceable
Arbitration Clause. Thus, Plaintiff’s likelihood of success on the merits is very low.
2. Irreparable Harm
Plaintiff says it will suffer immediate irreparable harm if arbitration is not enjoined,
because it will be forced to either participate in a proceeding to which it did not consent,
or abstain and risk a default judgment against it.
Plaintiff relies on Chicago School Reform Board of Trustees v. Diversified
Pharmaceutical Services, Inc., in which the district court stated:
The Supreme Court has made it abundantly clear that a party cannot be
forced to arbitrate issues that it did not agree to arbitrate. Forcing a party
to arbitrate a matter that the party never agreed to arbitrate, regardless of
the final result through arbitration or judicial review, unalterably deprives
the party of its right to select the forum in which it wishes to resolve
disputes. The court therefore finds that sending this case to arbitration
would cause the Board irreparable harm.
40 F. Supp. 2d 987, 996 (N.D. Ill. 1999) (citing AT&T Techs., 475 U.S. at 648).
Plaintiff’s reliance on Chicago School Reform is misplaced. There, the plaintiff
board of trustees sought to enjoin arbitration on grounds that (1) it had not signed the
contract at issue, and therefore could not be bound by its arbitration clause, and (2) the
parties’ dispute was not part of the issues they had agreed to arbitrate. Id. at 989. The
district court found the arbitration clause valid, but agreed with the plaintiff that it did not
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cover this particular dispute. Id. at 995.
Here, as discussed in the previous section, the parties’ dispute falls within the
scope of arbitration. Furthermore, Plaintiff made clear its objections; participating in
arbitration will not amount to a waiver of its right to contest validity at a later stage. See
Wiepking v. Prudential-Bache Sec., Inc., 940 F.2d 996, 999 (6th Cir. 1991) (“This is not
a situation where plaintiffs consented to arbitration and are now seeking a second bite
at the apple.”). Even if a court eventually rules the clause unenforceable, the fact that
Plaintiff will have had to defend itself in arbitration – and perhaps sustain an adverse
ruling – does not amount to irreparable harm. See id. (being subjected to the expense
of litigating arbitral proceedings that are ultimately unenforceable is “unfortunate,” but
does not constitute irreparable harm) (quoting Zosky v. Boyer, 856 F.2d 554, 561 (3d
Cir. 1988), cert. denied, 488 U.S. 1042 (1989)).
Denying the requested injunction will not force Plaintiff to arbitrate an issue it did
not agree to arbitrate, and will not cause Plaintiff irreparable harm.
3. Harm to Others or Public Interest
When weighing the potential harm to the public interest of enjoining arbitration,
the Court must bear in mind the United States’ “national policy favoring arbitration.”
Buckeye Check Cashing, 546 U.S. at 443. As the Supreme Court reminds us,
Congress originally passed the FAA “[t]o overcome judicial resistance to arbitration.” Id.
Plaintiff argues that enjoining arbitration will cause “little to no harm” to Defendant
and serves the public interest by preserving the enforceability of contracts. However,
the public also has an interest in seeing valid contracts enforced. See Zimmer, Inc. v.
Albring, 156 Lab. Cas. (CCH) P60,635, No. 08-12484, 2008 U.S. Dist. LEXIS 50089, at
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*27 (E.D. Mich. June 27, 2008); Superior Consulting Co. v. Walling, 851 F. Supp. 839,
849 (E.D. Mich. 1994). Furthermore, assuming that Defendant will not suffer any
significant harm, the fact remains that the FAA “places arbitration agreements on equal
footing with all other contracts.” Buckeye Check Cashing, 546 U.S. at 443. Since the
Court finds the Arbitration Clause valid and binding, it must enforce the agreement as it
would any other contract. See Twin City Pipe Line Co. v. Harding Glass Co., 283 U.S.
353, 356 (1931) (“The general rule is that . . . agreements voluntarily and fairly made
shall be held valid and enforced in the courts.”)
4. Weighing the Equities
On balance, the equities tilt against enjoining arbitration concerning PO#s
251050, 193836, 216910 and 243934. Plaintiff’s likelihood of prevailing on the merits is
remote, it faces neither immediate nor irreparable harm, and public policy favors
upholding arbitration agreements and contracts as written. Therefore, the parties must
proceed to arbitration on these claims, as per 9 U.S.C. § 2.
With regard to PO# 133452, however, the balance tilts in the opposite direction.
Since the Arbitration Clause was never part of that contract, Plaintiff’s likelihood of
success on the merits is high, and it may suffer irreparable harm if forced to arbitrate a
claim it never agreed to arbitrate. It is also in the public’s interest that valid contracts be
enforced. Thus, Plaintiff will not be compelled to arbitrate PO# 133452.
B. Defendant’s Motion to Dismiss
Defendant requests the Court to dismiss Plaintiff’s action for failure to state a
claim, pursuant to Fed. R. Civ. P. 12(b)(6).
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Under the FAA, if a court encounters a claim or issue that is arbitrable, it must
stay the proceedings and refer the parties to arbitration. 9 U.S.C. § 3. The FAA gives
courts no discretion to address arbitrable issues raised in the complaint. See Prima
Paint Corp. v. Flood & Conklin Mfg. Co., 388 U.S. 395, 400 (1967) (“Section 3 requires
a federal court . . . to stay the court action pending arbitration once it is satisfied that the
issue is arbitrable under the agreement.”); Fazio v. Lehman Bros., Inc., 340 F.3d 386,
392 (6th Cir. 2003) (same).
The Sixth Circuit permits district courts to dismiss, rather than simply stay, cases
in which all claims are to be referred to arbitration. Hensel v. Cargill, Inc., No. 99-3199,
1999 U.S. App. LEXIS 26600, at *10 (6th Cir. Oct. 19, 1999) (unpublished) (citing Alford
v. Dean Witter Reynolds Inc., 975 F.2d 1161, 1164 (5th Cir. 1992)); accord Chappel v.
Lab. Corp. of Am., 232 F.3d 719, 725 (9th Cir. 2000) (holding that if a valid arbitration
clause precludes judicial review, a district court may dismiss a complaint for failure to
state a claim); but see Gratzer v. Yellow Corp., 316 F. Supp. 2d 1099, 1106-07 (D. Kan.
2004) (refusing to dismiss on grounds that 9 U.S.C. § 3 “contemplates continuing
supervision by the district court.”) (citing The Anaconda v. Am. Sugar Ref. Co., 322 U.S.
42, 44 (1944); Meyer v. Dans un Jardin, S.A., 816 F.2d 533, 538-39 (10th Cir. 1987)).
Because the Court determines that PO# 133452 is not subject to arbitration, the
entire case is not subject to dismissal under Hensel v. Cargill. Therefore, the proper
course is to stay proceedings regarding PO#s 251050, 193836, 216910 and 243934
until they are resolved in arbitration. See Fazio, 340 F.3d at 392.
C. Proceeding with PO# 133452
Concerning the remaining contract, the Court may either allow litigation to
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continue, or stay the case pending conclusion of arbitration proceedings.
1. Court’s Discretion to Stay Judicial Proceedings
The FAA unequivocally mandates staying judicial proceedings on arbitrable
issues, but does not instruct on how to proceed when nonarbitrable matters remain.
Volkswagen of Am., Inc. v. Sud’s of Peoria, Inc., 474 F.3d 966, 971 (7th Cir. 2007).
According to the Supreme Court, the FAA allows nonarbitrable issues or claims to be
litigated concurrently with arbitration proceedings.
The preeminent concern of Congress in passing the [FAA] was to enforce

private agreements into which parties had entered, and that concern
requires that we rigorously enforce agreements to arbitrate, even if the
result is ‘piecemeal’ litigation, at least absent a countervailing policy
manifested in another federal statute.
Dean Witter, 470 U.S. at 221. In Moses H. Cone Mem’l Hosp., the Supreme Court also
held that, when an arbitration agreement exists between some, but not all parties to a
case, litigation between arbitrating parties must be stayed, but proceedings against
parties not subject to the agreement may continue. 460 U.S. at 20. However, the Court
added,
In some cases, . . . it may be advisable to stay litigation among the

nonarbitrating parties pending the outcome of the arbitration. That
decision is one left to the district court . . . as a matter of its discretion to
control its docket.
Id. at 20 n.23.
Building on Dean Witter and Moses H. Cone Mem’l Hosp., most circuits hold that
“[w]hen confronted with litigants advancing both arbitrable and nonarbitrable claims, . . .
courts have discretion to stay nonarbitrable claims.” Klay v. Pacificare Health Sys., Inc.,
389 F.3d 1191, 1204 (11th Cir. 2004). Accord Mendez v. P.R. Int’l Cos., Inc., No.
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07-4053, 2009 U.S. App. LEXIS 1317, at *9 (3d Cir. Jan. 26, 2009) (unpublished);
Volkswagen of Am., 474 F.3d at 971-73; AgGrow Oils, L.L.C. v. Nat’l Union Fire Ins.
Co., 242 F.3d 777, 782 (8th Cir. 2001); Am. Recovery Corp. v. Computerized Thermal
Imaging, 96 F.3d 88, 97 (4th Cir. 1996); McCarthy v. Azure, 22 F.3d 351, 361 n.15 (1st
Cir. 1994); Genesco, Inc. v. T. Kakiuchi & Co., 815 F.2d 840, 856 (2d Cir. 1987).
The Sixth Circuit has not expressed an opinion on this issue, but precedent
suggests it would likely join other circuits in holding that a district court may, in its
discretion, stay litigation concerning nonarbitrable claims pending the outcome of
arbitration proceedings. In any case, other district courts in this circuit have assumed
as much. See, e.g., Yamasaki Korea Architects, Inc. v. Yamasaki Assocs., No.
08-10342, 2008 U.S. Dist. LEXIS 95261, at *12 (E.D. Mich. Nov. 17, 2008)
(unpublished); RMF Nooter, Inc. v. Gleeson Constrs., LLC, No.06-cv-298, 2006 U.S.
Dist. LEXIS 82466, at *21-22 (W.D. Mich. Nov. 13, 2006) (unpublished) (citing Moses H.
Cone Mem’l Hosp., 460 U.S. at 20 n.23).
2. Appropriateness of Stay
The district courts’ discretion to stay entire cases, including nonarbitrable claims,
should not be exercised lightly. “[C]ourts generally refuse to stay proceedings of
nonarbitrable claims when it is feasible to proceed with the litigation.” Klay, 389 F.3d at
1204 (citing Dean Witter, 470 U.S. at 225 (White, J., concurring) (noting that the “heavy
presumption should be that the arbitration and the lawsuit will each proceed in its
normal course”)).
There is no uniform test to decide if a stay is appropriate. Typically, the question
occurs in two types of cases. In the first scenario, some, but not all of the litigants, are
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parties to arbitration agreements, and a motion is filed to either stay third-party litigation,
or to continue concurrently with arbitration proceedings. See CTF Hotel Holdings v.
Marriott Int’l, 381 F.3d 131, 139-140 (3d Cir. 2004); Hill v. G.E. Power Sys., 282 F.3d
343, 347 (5th Cir. 2002); WorldCrisa Corp. v. Armstrong, 129 F.3d 71, 76 (2d Cir. 1997);
IDS Life Ins., 103 F.3d at 530; Int’l Bhd. of Elec. Workers, Local Union No. 2020 v.
AT&T Network Sys., 879 F.2d 864 (6th Cir. 1989); Am. Home Assurance Co. v. Vecco
Concrete Constr. Co., 629 F.2d 961, 964 (4th Cir. 1980).
The second option is the one the Court faces here: all litigants are parties to an
arbitration agreement, but not all claims or issues between them are arbitrable. To
determine whether to stay the remaining claims, courts have devised different, but
overlapping formulas. The Second, Ninth and Eleventh Circuits apply a narrow rule in
which a stay is appropriate only when “arbitrable claims predominate or [when] the
outcome of the nonarbitrable claims will depend upon the arbitrator’s decision.” Klay,
389 F.3d at 1204. Accord United Commc’ns Hub, Inc. v. Qwest Commc’ns, Inc., 46
Fed. Appx. 412, 415 (9th Cir. 2002); Genesco, 815 F.2d at 856.
By contrast, the Seventh and Eighth Circuits leave district courts discretion to
proceed with nonarbitrable issues, except when doing so
risks “inconsistent rulings” because the pending arbitration is “likely to

resolve issues material to [the] lawsuit.” The factors that bear on this
inquiry include “the risk of inconsistent rulings, the extent to which parties
will be bound by the arbitrators’ decision, and the prejudice that may result
from delays.” When these factors weigh in favor of staying the entire
action pending arbitration, the district court may abuse its discretion in
allowing the nonarbitrable issues to proceed absent a stay.
Volkswagen of Am., 474 F.3d at 972 (quoting AgGrow Oils, 242 F.3d at 783) (alteration
in original). Compared to the Klay rule, this approach is more flexible. The Seventh
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Circuit recognizes that a district court may “prefer to stay the balance of the case in the
hope that the arbitration might help resolve, or at least shed some light on, the issues
remaining in federal court.” Id. (citing Hikers Indus. v. William Stuart Indus., 640 F.
Supp. 175, 178 (S.D.N.Y. 1986)).
Nevertheless, both approaches share a general concern for avoiding concurrent
proceedings in cases where a decision in one forum could affect the resolution of claims
in the other. See Morrie Mages & Shirlee Mages Found. v. Thrifty Corp., 916 F.2d 402,
407 (7th Cir. 1990), abrogated on other grounds, IDS Life Ins. Co., 103 F.3d at 530
(reversing denial of stay where nonarbitrable issues were “completely dependent upon”
arbitrable issues, and continued litigation could impair the resolution of arbitrable
issues); Klay, 389 F.3d at 1204 (affirming denial of stay where doing so “would not
permit a decision in either proceeding to have preclusive effect in the other.”).
PO# 133452 is distinct from the other contracts, which require disputes to be
submitted to arbitration. Furthermore, even if the same claims are raised regarding all
transactions, those relating to PO# 133452 remain completely independent. “In other
words, they are not interdependent to the extent that liability under one is conditional
upon liability under another.” Narragansett Elec. Co. v. Constellation Energy
Commodities Group, Inc., 563 F. Supp. 2d 325, 332 (D.R.I. 2008).
Therefore, staying judicial proceedings on PO# 133452 is not obligatory under
either the Klay or Volkswagen of Am. approach. See Narragansett Elec., 563 F. Supp.
2d at 332 (declining to stay judicial proceedings); Yamasaki Korea Architects, 2008 U.S.
Dist. LEXIS 95261, at *12 (declining to stay nonarbitrable claims, because they were
“based on separate and distinct [architectural] projects and do not require a resolution of
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the arbitrable claims before they can proceed.”); Simitar Entm’t, Inc. v. Silva Entm’t, Inc.,
44 F. Supp. 2d 986, 998 (D. Minn. 1999) (staying only one of several claims, because
its resolution could depend on the results of arbitration).
The Court holds that, unless the parties agree otherwise, litigation will proceed
on PO# 133452. The national policy favoring arbitration is balanced by the public
interest in enforcing valid contracts as written, as well as the basic principle that one
cannot be forced to arbitrate a matter which one did not agree in advance to arbitrate.
These competing interests justify concurrent proceedings in this case, even if doing so
may result in some duplication. See Dean Witter, 470 U.S. at 221 (holding that, absent
a countervailing federal policy, courts must “rigorously enforce agreements to arbitrate,
even if the result is ‘piecemeal’ litigation”).
IV. CONCLUSION
The Court DENIES Defendant’s Motion to Dismiss, DENIES Plaintiff’s Motion for
Preliminary Injunction as to PO#s 251050, 193836, 216910 and 243934, and STAYS
the litigation of claims arising under these contracts pending arbitration.
In addition, the Court GRANTS Plaintiff’s Motion for Preliminary Injunction as to
PO# 133452, and gives the parties the option to: (1) stay judicial proceedings; (2)
continue litigation; or (3) join this contract in arbitration with the others. If the parties do
not enter a stipulation by March 6, 2009, litigation will proceed on PO# 133452.
IT IS ORDERED.
S/Victoria A. Roberts
Victoria A. Roberts
United States District Judge
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Dated: February 23, 2009
The undersigned certifies that a copy

of this document was served on the attorneys
of record by electronic means or U.S. Mail on
February 23, 2009.
s/Carol A. Pinegar
Deputy Clerk
25

Intercopac v. Lear 25 - Reply in Support of Motion To Compel Arbitration

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Case 3:15-cv-00405-DCG Document 25 Filed 09/15/16 Page 1 of 13

IN THE UNITED STATES DISTRICT COURT

INTERNATIONAL CORRUGATED & §

LEAR CORPORATION AND LEAR MEXICAN SEATING CORPORATION’S REPLY

1. Plaintiff International Corrugated & Packing Supplies, Inc. (Intercorpac) seeks to

lists six invoices based on purchase order PU22900.

II. Response to Intercorpac’s Arguments.

A. Arbitration was Part of the Agreement.

(arbitration clause in subcontract incorporated by reference found enforceable); Continental U.K.

memorandum of the agreement signed by an agent of Intercorpac is not required for an

enforceable arbitration agreement.

7. Intercorpac’s second argument is that it is not bound by the arbitration agreement

aware of the terms.

purchase order was not issued to Intercorpac.

enforceable agreement to arbitrate the claims made in this suit.

C. Lear has not Waived its Right to Arbitration.

claim rests on substantial misstatements of the procedural history of the dispute.

1. Lear has not invoked the judicial process.

14. As described in Lear’s recently filed Response to Intercorpac’s Motion to Release

if it desired further payment.

into the Registry of the Court.

quite the opposite.

merits. Kennedy Hodges, L.L.P., 433 S.W.3d at 545.

no discovery and quickly terminated the suit by agreement. Consequently, it is plainly

that participating in mediation is considered a factor weighing against a right to arbitration.

2. Intercorpac is not prejudiced by Lear’s attempts to resolve this matter non-

Terminix Co., 988 S.W.2d 702, 705 (Tex. 1998).

attachment 1, par. 51).

Mr. Burgain G. Hayes

Mr. Steve Blanco

Mr. Clint F. Sare

ATTORNEYS FOR DEFENDANT

__/s/ Burgain G. Hayes____________

Counsel for Plaintiff

Exhibit A Affidavit of Larry Vano

March 1, 2006 Version

1. Formation; Offer; Acceptance; Exclusive Terms.

2. Applicability of Terms and Conditions.

C. Joint Development Agreement ("JDA"). This is an agreement between Purchaser and

F. Supplier Engineering Target Agreement (“SETA”). This is an agreement between

G. Supplier Owned Tooling Agreement ("SOTA"). This is an agreement between Purchaser

H. Request for Quotation ("RFQ"). This is an introductory step in potentially generating an

I. Engineering Change Notice (“ECN”) This is an alternative introductory step in

M. Order amendment. This is an amendment to the Order issued by Purchaser on

4. Quantity and Duration.

B. Seller agrees to participate in Purchaser’s quality and development program(s) and to

C. Notwithstanding any agreement concerning payment of freight expenses, delivery shall

A. If Purchaser furnished or supplied Seller with any designs, drawings, specifications,

11. Customer Support.

B. Without the prior approval of Purchaser on the face of an Order amendment or in a

14. Financial and Operational Condition of Seller.

16. Remedies for Breach by Seller.

B. In addition, notwithstanding the foregoing, Seller acknowledges that shutting down

B. Purchaser's Right to Terminate for Convenience.

C. No Termination Right by Seller. Because Purchaser’s commitments to its Customers are

20. Bailed Property.

33. Payment Terms.

34. Setoff and Contractual Recoupment.

C. If an obligation of Seller or any of its subsidiaries or affiliates to Purchaser or any of its

38. Service and Replacement Parts.

21557 Telegraph Road

B. Seller shall promptly notify Purchaser if it has provided information to a Government

LEAR MEXICAN SEATING LEAR MEXICAN SEATING CORP.

/s/ Burgain G. Hayes__________

ORDEN DE COMPRA ABIERTA * Date Printed: 05/31/11

ORDEN DE COMPRA ABIERTA * Date Printed: 05/31/11

ATTACHMENT 7 sy ___ .ALJG_o_g_zoJ~--------

By _ _ ---AUG-0-9-ZO+.-- -----