Legal Information

Here you will find legal notices and information regarding NN, Inc. We strive to maintain transparency and only the highest ethical business and online practices.

The following are terms of a legal agreement (“Agreement”) between you and NN, Inc. (“Company”). By accessing, browsing and/or otherwise using this web site (“Site”), you acknowledge that you have read, understood and agreed to be bound by these terms and conditions, and to comply with all applicable laws and regulations, including U.S. export and re-export control laws and regulations. If you do not agree to all of these terms and conditions, you may not access, browse and/or use this Site. The material provided on this Site is protected by law, including, but not limited to, United States copyright law and international treaties.

These terms of access apply to your access to and use of this Site and do not alter in any way the terms and conditions of any other agreement you may have with Company for products, software, services or otherwise, unless otherwise directed by Company. If you breach any of these terms and conditions, your authorization to use this Site automatically terminates and you must immediately destroy any downloaded or printed materials and discontinue use of any hyperlinks to this Site.

Use Restrictions:

1. COPYRIGHT. All Site materials, including, without limitation, text, pictures, graphics and other files and the selection and arrangement thereof are copyrighted materials of NN, Inc. © 2004, ALL RIGHTS RESERVED, or by the original creator of the material. Permission is granted to display, copy, distribute, and download the materials on this Site for personal, noncommercial use only, provided you do not modify the materials and that you retain all copyright and other proprietary notices contained in the materials. You may not, however, distribute, copy, reproduce, display, republish, download, or transmit any material on this Site for commercial use without prior written approval of Company. You may not “mirror” any material contained on this Site on any other server without prior written permission from Company. Any unauthorized use of any material contained on this Site may violate copyright laws, trademark laws, the laws of privacy and publicity and communications regulations and statutes.

2. TRADEMARKS. The trademarks, service marks, trade names, and logos (the “Trademarks”) used and displayed on this Site are registered and unregistered Trademarks of Company. In addition, all page headers, custom graphics, button icons, and scripts are service marks, trademarks and/or trade dress of Company, and may not be copied, imitated or used, in whole or in part, without the prior written permission of Company. You acknowledge that the Trademarks used and displayed on this Site are and shall remain the sole property of Company or the Trademark owner. Nothing in this Agreement shall confer any right of ownership of any of the Trademarks in you. Further, nothing in this Site shall be construed as granting, by implication, estoppel or otherwise any license or right to use any Trademark used or displayed on the Site, without the express written permission of Company or the Trademark owner. The misuse of the trademarks displayed on this Site, or any other content on the Site, is strictly prohibited.

3. HYPERLINKS. You are granted a limited, nonexclusive right to create a “hypertext” link to this Site provided that such link is to the entry page of this Site and does not portray Company or any of its products or services in a false, misleading, derogatory, or otherwise defamatory manner. This limited right may be revoked at any time for any reason whatsoever. You may not use framing techniques to enclose any Company trademark, logo or trade name or other proprietary information including the images found at the Site, the content of any text or the layout/design of any page or any form contained on a page without Company’s express written consent. Links to third-party sites on this Site are provided solely as convenience to you. If you use these links, you will leave this Site. Company has not reviewed all of these third-party sites and does not control and is not responsible for any of these sites, their content or their policies, including, without limitation, privacy policies or lack thereof. Company does not endorse or make any representations about third-party sites or any information, software or other products or materials found there, or any results that may be obtained from using them. If you decide to access any of the third party sites linked to this site, you do so entirely at your own risk. You acknowledge and agree that Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by, or in connection with the use of or reliance on any such third party sites.

4. DOWNLOADABLE MATERIALS. Any software, including codes or other materials that are made available to download from this Site, is the copyrighted work of Company and/or its suppliers and affiliates. If you download software from this Site, use of the software is subject to the license terms in the software license agreement that accompanies or is provided with the software. You may not download or install the software until you have read and accepted the terms of the applicable software license agreement. Without limiting the foregoing, copying or reproduction of the software to any other server or location for further reproduction or redistribution is expressly prohibited unless otherwise provided for in the applicable software license agreement in the case of software, or the express written consent of Company in the case of codes or other downloadable materials.

5. LIMITED ACCESS. Except as otherwise expressly permitted by Company, any access or attempt to access other areas of the Company computer system or other information contained on the system for any purposes is strictly prohibited. You agree that you will not use any robot, spider, other automatic device, or manual process to “screen scrape,” monitor, “mine,” or copy the Web pages on the Site or the content contained therein without Company’ prior, express, and written permission. You will not spam or send unsolicited e-mail to any other user of the Site for any reason. You agree that you will not use any device, software or routine to interfere or attempt to interfere with the proper working of the Site. You agree that you will not take any action that imposes an unreasonable or disproportionately large load on Company’s infrastructure.

6. ADDITIONAL USE RESTRICTIONS. You shall not post, transmit, e-mail, re-transmit or store material on or through any of the services provided by Company (the “Services”) which, in the sole judgment of the Company: (i) is in violation of any local, state, federal or non-United States law or regulation, (ii) is threatening, obscene, indecent, defamatory or that otherwise could adversely affect any individual, group or entity (collectively, “Persons”) or (iii) violates the rights of any person, including rights protected by copyright, trade secret, patent or other intellectual property or similar laws or regulations including, but not limited to, the installation or distribution of “pirated” or other software products that are not appropriately licensed for use by you. You shall be responsible for determining what laws or regulations are applicable to its use of the Services. In addition, you may only use the Services in a manner that, in the Company’s sole judgment, is consistent with the purposes of such Services. If you are unsure of whether any contemplated use or action is permitted, please contact the Company at webmaster.

By way of example, and not limitation, the following uses described below of the Services are expressly prohibited:

a. Upload, post, e-mail or otherwise transmit any information, data, text, software, music, sound, photographs, graphics, video, messages or other materials (collectively, “Content”) that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable. Pornography and pornographic related merchandising are prohibited under all Services, including providing links to pornographic content elsewhere;

b. Harm minors in any way;

c. Impersonate any person or entity, including, but not limited to, a the Company official, forum leader, guide or host, or falsely state or otherwise misrepresent your affiliation with a person or entity;

d. Forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Services or develop restricted or password-only access pages, or hidden pages or images (those not linked to from another accessible page);

e. Upload, post, e-mail or otherwise transmit any Content that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements;

f. Upload, post, e-mail or otherwise transmit any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;

g. Upload, post, e-mail or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation, except in those areas of the Services that are designated for such purpose;

h. Upload, post, e-mail or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;

i. Disrupt the normal flow of dialogue, cause a screen to “scroll” faster than other users of the Services are able to type, or otherwise act in a manner that negatively affects other users’ ability to engage in real time exchanges;

j. Interfere with or disrupt the Services or servers or networks connected to the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Services;

k. Intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including, without limitation, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any regulations having the force of law;

l. “stalk” or otherwise harass another;

m. Promote or provide instructional information about illegal activities, promote physical harm or injury against any group or individual, or promote any act of cruelty to animals. This may include, but is not limited to, providing instructions on how to assemble bombs, grenades and other weapons, and creating “Crush” sites; and

n. Effecting security breaches or disruptions of Internet communication. Security breaches include, but are not limited to, accessing data of which you are not an intended recipient or logging into a server or account that you are not expressly authorized to access.

7. DISCLAIMER WARRANTY. This Site, including all software, functions, materials, and information, is provided “as is” without warranties of any kind, either express or implied. Company disclaims all warranties, express or implied, including, but not limited to, warranties of quiet enjoyment and non-infringement and implied warranties of merchantability, fitness for a particular purpose, non-infringement, title, quiet enjoyment, merchantability of computer programs, data accuracy, system integration, and informational content. Company does not warrant or make any representations regarding informational content. Company does not warrant or make any representations regarding the operation of this Site, the use, validity, accuracy or reliability of, or the results of the use of the materials on this Site or any other sites linked to this Site. The materials of this Site may be out of date, and Company makes no commitment to update the materials at this Site. Company does not and cannot guarantee or warrant that the files available for downloading from this Site, if any, will be free from infection, viruses, worms, Trojan horses, or other code that manifest contaminating or destructive properties. Company does not warrant that this Site, software, materials, products, or services will be uninterrupted or error-free or that any defects in this Site, software, materials, products, or services will be corrected.

8. LIMITATION OF LIABILITY. In no event will Company, its suppliers or other third parties mentioned at or in this Site be liable for any damages, including, without limitation direct, indirect, special, incidental, or consequential damages, damages resulting from lost profits, lost data or business interruption arising out of relating to the use, inability to use, or resulting from the use of this Site, any web sites linked to this Site, the materials, software or other information contained in any or all such sites, whether based on warranty, contracts, statutes, regulations, tort (including but not limited to, negligence) or any other legal theory and whether or not advised of the possibility of such damages. If your use of the materials or information from this Site results in the need for servicing, repair or correction of equipment or data, you assume all costs thereof. Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.

9. CAUTIONARY LANGUAGE REGARDING FORWARD-LOOKING INFORMATION. Some of the information on this Site may contain statements, estimates or projections that constitute “forward-looking statements” as defined under U.S. federal securities laws. Generally, the words “believe,” “expect,” “intend,” “estimate,” “anticipate,” “project,” “will” and similar expressions identify forward-looking statements, which generally are not historical in nature. Forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially. All forward-looking information should be evaluated in the context of these risks, uncertainties and other factors. You are cautioned not to place undue reliance on these forward-looking statements, which speak as of the date when made or otherwise expressly noted. We refer you to the documents that the Company files from time to time with the U.S. Securities and Exchange Commission, including the Company’s most recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q. These documents identify important factors that could cause the Company’s actual results to differ materially from those contained in any projected forward-looking statements. Except as may be required by law, we disclaim any obligation to update or revise any forward-looking statements to reflect subsequent events, new information or future circumstances.

10. INFORMATION AND PRESS RELEASES. This Site may contain press releases, webcast information and other information about the Company. This content is provided for information purposes only. While the information contained on this Site was believed to be accurate as of the date prepared, it may no longer by accurate or complete today. We disclaim any duty or obligation to update this information.

11. NO OFFERS OF SECURITIES. This Site and the information contained herein do not constitute an offer or a solicitation of an offer for the purchase or sale of any securities. None of the information contained herein is intended to be, and no such information shall be deemed to be, incorporated into any of our securities law filings.

12. U.S. GOVERNMENT RESTRICTED RIGHTS. The materials on this Site are provided with “RESTRICTED RIGHTS.” Use, duplication, or disclosure by the government is subject to restrictions as set forth in applicable laws and regulations. Use of the materials by the government constitutes acknowledgment of Company’s or other owner’s proprietary rights in them.

13. REVISIONS TO THIS AGREEMENT. Company may revise this Agreement at any time without notice by updating this posting. By using this Site you agree to be bound by any such revisions and should therefore periodically visit this Site and page to determine the then current terms and conditions of use to which you are bound.

14. TRANSMISSIONS. Any material, information or idea you transmit to or post on this Site by any means will be treated as non-confidential and non-proprietary and may be disseminated or used by Company or its affiliates for any purpose whatsoever, including, but not limited to, developing, manufacturing and marketing products. You are prohibited from posting or transmitting to or from this Site any unlawful, threatening, libelous, defamatory, obscene, scandalous, inflammatory, pornographic, profane material or any other material, including but not limited to any material that could give rise to any civil or criminal liability under both domestic and international law.

15. APPLICABLE LAWS & MISCELLANEOUS. If any provision(s) of this Agreement is held by a court of competent jurisdiction to be contrary to law, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the parties with the other provisions remaining in full force and effect. Company’s failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Company in writing. The section titles in this Agreement are solely used for the convenience of the parties and have no legal or contractual significance. This Agreement may be assigned in whole or in part by Company. This Agreement may not be assigned in any manner by you without the express, prior written permission of Company. This Agreement shall be governed by and construed in accordance with the laws of the State of Tennessee notwithstanding any conflict of laws provisions. You irrevocably and unconditionally (i) consent to submit to the exclusive jurisdiction and venue of the courts of Washington County, Tennessee (the “Tenneess Courts”) with respect to any dispute, litigation, controversy or claim arising out of or relating to this Agreement; (ii) agree not to commence any litigation arising out of or relating to this Agreement except in the Tennessee Courts; (iii) agree not to plead or claim that such litigation brought therein has been brought in an inconvenient forum; and (iv) agree the Tennessee Courts represent the exclusive jurisdiction for all disputes relating to this Agreement.

1. ACCEPTANCE AND AMENDMENTS. All purchase orders constitute an offer by NN Inc. (“Buyer”) to purchase from Seller the goods and/or services referenced in a purchase order exclusively under these terms and conditions. Acceptance of an NN Inc. purchase order is expressly limited to these terms and conditions. No modification or waiver of any of these terms and conditions shall be effective against Buyer and shall not become a part of any NN Inc. purchase order, unless executed in writing by an authorized representative of NN, Inc.

All specifications, drawings and other data referred to in an NN Inc. purchase order or submitted by Seller to Buyer prior to the date of a purchase order concerning goods or services purchased are hereby made a part of the purchase order as if fully set forth herein. If an order is placed under a government contract or a subcontract or if Buyer otherwise notifies Seller that an order is placed under a government contract or a subcontract, certain clauses of the Federal Acquisition Regulation (FAR) (48 CFR Chapter 2) and the Department of Defense FAR Supplement (DFARS) apply.

A purchase order shall be deemed accepted by Seller and shall constitute the entire agreement between the parties upon any of the following: (a) Seller’s commencement of performance; (b) Seller’s acceptance of any payment under this purchase order; or (c) Seller’s failure to deliver written notice of rejection to Buyer within ten (10) days of receipt of a purchase order.

2. PRICES INCLUDE TAXES AND PACKAGING. Except as Buyer has otherwise provided in this order, the prices stated in the purchase order include (i) all applicable federal, state and local taxes, and duties; and (ii) the cost of packaging the goods purchased in a manner suitable for shipment by the method specified by Buyer.

3. CHANGES. Buyer reserves the right at any time prior to the delivery date of this order by written notice to Seller to make changes to the drawings, designs or specifications of the goods ordered, the method of packing and shipping, the time, place or method of delivery, the quantity of goods ordered or the work covered hereby. If any such changes affect Seller’s cost and/or delivery schedule, Seller shall notify Buyer immediately, and, in the case of an increase in Seller’s cost, within twenty (20) days of such notice Seller shall submit a detailed cost break-down comparing original requirements and costs to the changed requirements and costs. The parties may then discuss an equitable adjustment in purchase order price, delivery schedule or both. No adjustment, however, will be binding on Buyer unless signed by an authorized representative of Buyer. Nothing in this clause shall excuse Seller from proceeding with this purchase order as changed.

4. PACKING, MARKING AND SHIPPING, PACKING SLIPS. Seller shall pack, mark and ship all goods in accordance with the requirements of the purchase order and good commercial practices, and in a manner which will permit the securing of the best transportation rates. Damage to any article resulting from improper packaging will be charged to the Seller. No additional charges will be allowed for containers, crating, boxing, bundling, dunnage, drayage, storage or transportation thereof, unless stated in this purchase order. Packing slips must accompany all shipments. The Buyer’s count will be accepted as final and conclusive on all shipments not accompanied by packing slips. The Buyer’s purchase order number and Seller’s packing slip number, description and count must appear on all invoices, packages, and bills of lading.

5. DELIVERY. Unless otherwise specified in this purchase order, all deliveries shall be made F.O.B. at the “ship to” address specified therein. Seller shall deliver in accordance with the delivery date(s) specified in this purchase order or, if a delivery date or dates are not specified, then only as authorized in shipment releases issued by Buyer to Seller. If delivery by lots is specified, the designated quantity within each lot and the number of lots to be delivered shall not deviate from the purchase order schedule unless written authorization is received by Seller from an authorized representative of Buyer. If Seller’s delivery of the purchased goods or services is not made in the quantities and at the times specified herein, Buyer reserves the right without liability and in addition to any other rights and remedies, to cancel this purchase order and to procure substitute goods or services and charge Seller with any loss incurred including lost profits and special damages. If Seller tenders any goods or services in advance of the date scheduled for delivery, Buyer shall have the right to reject any such goods or services, to accept early delivery of goods or services and defer payment until after the scheduled delivery date or to accept early delivery of goods and place such goods in storage at Seller’s expense until the scheduled delivery date. Buyer may return any over-shipments to Seller at Seller’s risk and expense.

6. FORCE MAJEURE. Neither party shall be liable for delays or defaults due to causes beyond its control and without its fault or negligence, provided that Seller delivers written notice setting forth the cause of the anticipated delay immediately to Buyer. If Seller’s delay or default is caused by a delay or default of a subcontractor or supplier, such delay or default shall be excused only if it arose out of causes beyond the control of both Seller and the subcontractor or supplier and without the fault or negligence of either of them, and the goods or services were not obtainable from other sources in sufficient time to meet the required delivery or performance schedule.

7. REJECTION/REVOCATION. Payment for any goods under this purchase order shall not constitute acceptance and Buyer reserves the right to inspect all goods purchased and to reject nonconforming goods or services or revoke acceptance of non-conforming goods or services. At Buyer’s option and at Seller’s risk and expense, Buyer may return non-conforming goods to Seller, require Seller to grant a full refund or credit to Buyer for non-conforming goods, hold nonconforming goods for disposition by Seller or rework nonconforming goods to detect and correct nonconformities.

In the event of multiple nonconforming goods or services, Seller shall, within 20 days from notice by Buyer, submit a written corrective action report to Buyer. Such report shall identify the root cause of the nonconformance, identity of affected goods and services, and a corrective action plan, for Buyer’s review and approval. Buyer shall not be liable for failure to accept any part of the goods or services purchased if such failure is the result of any cause beyond the control of Buyer including without limitation, fires, floods, acts of God, strikes, differences with employees, casualties, delays in transportation, inability to obtain necessary materials, utility services for machinery, or total or partial shutdown of Buyer’s facilities for any cause. Acceptance of any part of the goods ordered shall not bind Buyer to accept future shipments or waive its right to revoke acceptance of goods previously delivered.

8. SELLER’S WARRANTIES. Seller warrants that all goods and services provided hereunder will conform to Buyer’s instructions, specifications, drawings and data current as of date of this purchase order (unless otherwise specified in writing by Buyer), will be merchantable, free from defective materials or workmanship and will be fit for Buyer’s purposes. Seller further warrants that the goods and services furnished under this purchase order shall conform to all representations, affirmations, promises, descriptions, samples or models related to this purchase order. Seller agrees that these warranties shall survive acceptance of the goods and services.
The warranties stated in this Section 8 extend to, and shall inure to the benefit of, Buyer and Buyer’s affiliates, subsidiaries, successors, assigns and direct and indirect customers to whom the goods and services provided may be sold or transferred (jointly and severally “Buyer Entities”). In the event of breach of warranty, Buyer shall be entitled to all rights and remedies available at law, including but not limited to credit, replacement or repair of defective goods at Buyer’s option, costs of removal of the goods from any component, assembly or system into which the goods may have been incorporated, and reinstallation of non-defective goods, and cost of return of the goods. Seller shall also reimburse Buyer for any incidental and consequential damages caused by such nonconforming goods including, but not limited to costs, expenses and losses incurred by Buyer: (a) in inspecting, sorting, repairing or replacing such goods; (b) resulting from any production interruptions; (c) conducting any recall campaigns or other corrective actions and (d) claims for personal injury or property damage.

9. BUYER’S PROPERTY. Unless otherwise expressly provided in this purchase order, all Special Property, and all tangible and intangible property furnished to Seller by Buyer, or based on or derived from Seller’s confidential or otherwise proprietary information, or produced or purchased by Seller at Buyer’s expense, for use in Seller’s performance hereunder, and any replacement thereof, is and shall remain the exclusive property of Buyer. For purposes of this purchase order, “Special Property” includes without limitation, dies, fixtures, molds, patterns, gauges, test equipment, information or similar items used in Seller’s performance of this purchase order that are especially acquired for Seller’s performance hereunder or of such specialized nature that absent substantial alteration, their use is limited to the production of the goods or the rendering of the services referenced in this purchase order. Absent express agreement to the contrary, the amounts charged by Seller pursuant to this purchase order shall include payment for all Special Property. Hereinafter Special Property and all property furnished to Seller by Buyer are collectively referred to as “Buyer’s Property.” Seller shall not sell, encumber, transfer, assign, dispose of or modify Buyer’s Property and shall not use Buyer’s Property for any purpose other than in the performance of this purchase order without Buyer’s prior written consent. At all times while Buyer’s Property is in Seller’s custody or control, Buyer’s Property shall be held at Seller’s risk and fully insured at Seller’s expense at replacement cost with less payable to Buyer, and Seller shall provide routine maintenance at its expense. Seller agrees that Buyer’s Property shall remain personality and shall not become a fixture attached to realty. Seller shall allow Buyer’s representative to inspect Buyer’s Property upon Seller’s premises at any time upon reasonable notice.

At any time upon the request of the Buyer, Seller shall file a form UCC-1 financing statement or its equivalent to enable Buyer to make its ownership rights in Buyer’s Property of public record. At any time upon the request of Buyer and in accordance with Buyer’s instructions, Seller shall prepare to ship, package and deliver Buyer’s Property in good condition and at Seller’s cost F.O.B. Seller’s business location.

10. INSURANCE. Seller represents that it has and will maintain the following types and amounts of insurance coverage and agrees to furnish certificates of insurance showing that Seller has insurance coverage in the following minimum amounts:

Workers Compensation – Statutory limits for the state(s) in which the work will be performed
General/Products Liability – $1,000,000 per occurrence/$2,000,000 in the aggregate
Automobile Public Liability – $1,000,000 (per any one accident)
Said certificates of insurance shall set forth the amount of coverage, the number of the policy and the date of expiration. Upon Buyer’s request, Seller shall name Buyer or the Buyer Entities as an additional insured on its policies. If Seller is a self-insurer for workers compensation purposes, Seller shall provide Buyer with a copy of the self-insured certificate issued by the state(s) where work will be performed. Compliance by Seller with the insurance requirements stated in this Section 10 shall not in any way affect Seller’s duty to indemnify Buyer under Section 11 herein. If this purchase order includes a sale of goods manufactured in whole or in part to Seller’s designs or specifications, Seller agrees to provide Buyer, upon request, with a current certificate of product liability insurance and a supplier’s endorsement naming Buyer as an additional insured on Seller’s policy.

11. INDEMNIFICATION. Seller agrees to indemnify, defend and hold Buyer Entities harmless from and against any and all losses, liabilities, damages, claims, demands, suits, actions, proceedings, subrogation, costs and expenses including court costs and attorneys fees, incurred by Buyer Entities arising from or relating to goods delivered or to services or labor performed pursuant to this purchase order, or breach of any of Seller’s representations or obligations under this purchase order (hereinafter collectively referred to as “Claims”) including Claims which are made by any third party including employees, workers, servants or agents of Seller or its subcontractors. Seller further agrees upon receipt of notification, to promptly assume full responsibility for the defense of any and all Claims which may be brought against the Buyer Entities, and in such event, Seller shall not consummate any settlement without Buyer’s prior written consent. If Seller performs any work on the premises of any Buyer Entity or utilizes any of the Buyer’s Property, whether on or off the premises of any Buyer Entity, Seller shall indemnify and hold harmless Buyer Entities from and against any liabilities, claims, demands or expenses (including court costs and attorneys fees) for damages to the property or for injuries (including death) to any person, including without limitation any employees of Buyer Entities, or any other person arising from or in connection with Seller’s performance of work or use of Buyer’s property. In the event “Buyer’s Property”, as defined in Section 9 hereof, is used by Seller in the performance of this purchase order, Buyer’s Property shall be considered to be in the full custody and control of Seller during the period of use by Seller. Seller’s obligations pursuant to this Section 11 shall survive the completion of performance and the expiration or termination of this purchase order.

12. ACCESS TO FACILITIES, AUDIT AND INSPECTION. If this purchase order (a) includes specifications, or (b) is for the procurement of either (i) goods to be incorporated into Buyer’s products or (ii) services to be used in the production of Buyer’s products, then Seller’s (and Seller’s sub-tier suppliers who provide goods or services) plant, books and records pertinent to this or any related order (to the extent consistent with applicable laws and regulations) shall at all practical times be subject to review, inspection and audit by Buyer, its authorized representative and any authorized representative of Buyer’s customer to the extent necessary to verify compliance with Buyer’s specifications or to enable Buyer to comply with its obligations to its customer(s).

13. BUYER’S REMEDIES. Buyer’s remedies described herein shall be cumulative and in addition to any remedies allowed by law or in equity.

14. PROPRIETARY RIGHTS. All information (including materials that contain information) relating to this purchase order or to the goods or services to be provided hereunder which has been disclosed to Seller by or on behalf of Buyer (whether such information is owned by Buyer or by any other entity with whom Buyer is doing business) or which will be developed in the course of Seller’s performance under this purchase order specifically for Buyer (collectively referred to as “Information”), has been and will be received and held by Seller in confidence. Such Information includes, but is not limited to, trade secrets, drawings, plans, designs, specifications, manufacturing, research and development data, inventions, know-how, processes, procedures, costs, suppliers, methods, sales, customer information and lists, financial data and business plans. Seller will not disclose the Information to others and will not use the Information for any purpose other than for the direct benefit of Buyer. Seller will acquire no right in or to such Information, and Seller will promptly return the Information to Buyer and discontinue all use of the Information upon expiration or termination of this purchase order or at Buyer’s written request. Seller will not disclose to Buyer or use in the course and scope of Seller’s performance hereunder any information of other entities that Seller does not have a lawful right to use or disclose. Seller will limit access to the Information to only those employees of Seller having a need to know such Information, and all such employees of Seller having access to Information shall be made aware of and agree to the obligations under this Section 14. Any invention or development or copyrightable subject matter conceived, first reduced to writing, first reduced to practice or made by Seller, either solely or with others, in the course of Seller’s performance under this purchase order is hereby assigned to Buyer if such invention or development or copyrightable subject matter (i) results from services for Buyer, or (ii) is made using Buyer’s time, materials, facilities or Information. All such copyrightable subject matter will be a work made for hire. Seller will disclose such inventions, developments or copyrightable subject matter promptly to Buyer and will cooperate with Buyer during and after the term of this purchase order in filing and prosecuting any patent or copyright applications thereon and in evidencing ownership thereof by Buyer. Seller agrees that the payments pursuant to this purchase order are full and complete compensation for all obligations assumed by Seller hereunder, and the assignment of inventions or developments or copyrightable subject matter does not entitle Seller to any additional compensation. The obligations of this Section 14 shall survive the completion of performance and expiration or termination of this purchase order.

15. INDEMNITY FOR INFRINGEMENT. Seller agrees upon receipt of notification, to promptly assume full responsibility for defending any claim, suit, action, or proceeding which may be brought against the Buyer Entities which alleges that any goods or services provided by Seller pursuant to this purchase order infringe any patent, trademark, copyright, trade secret or other proprietary right owned by a third party. Seller further agrees to indemnify Buyer against any and all expenses, losses, royalties, lost profits and damages, including court cost and attorneys fees, resulting from such claim, suit, action or proceeding, including any settlement, decree or judgment entered therein. Buyer may at its option, be represented and actively participate through its own counsel in any such claim, suit or proceeding, including any settlement, decree or judgment entered therein. Seller’s obligations pursuant to this Section 15 shall survive the completion of performance and expiration or termination of this purchase order. Notwithstanding the foregoing, Seller shall have no obligation to defend or indemnify Buyer with respect to any claim which is directed to items delivered pursuant to this purchase order, the designs for which were specified entirely by Buyer.

16. TERMINATION FOR CONVENIENCE. In addition to any other rights, Buyer further reserves the right to terminate Seller’s performance under this purchase order in whole or in part at any time without cause by giving written notice of termination, whereupon Seller will cease performance on the date and to the extent specified in the notice and will take such actions as are reasonably necessary to protect property in Seller’s possession in which Buyer has an interest until disposition instructions from Buyer have been received. Seller will promptly advise Buyer of any items acquired in anticipation of completion of its performance and the most favorable disposition that Seller can make thereof. Seller will comply with Buyer’s instructions regarding the disposition of such items. Seller will submit all claims resulting from such termination within sixty (60) days of its receipt of such notice. Buyer shall have the right to inspect Seller’s records, facilities, work and materials relating to its performance or anticipated performance of the purchase order for the purpose of establishing the value of Seller’s claims upon reasonable advance notice. Buyer will pay Seller, without duplication, the purchase order price for finished work accepted by Buyer and the cost to Seller of work in progress and raw materials allocable to the terminated work based on Buyer’s audit of Seller’s records, using generally accepted accounting principles; however, the amount due Seller shall be reduced by the following:

a. Market value or cost (whichever is higher) of any items used or disposed of by Seller without NN Inc.’s consent;

b. The agreed value of any items used or disposed of by Seller with the Buyer’s consent; and

c. The cost of any defective or destroyed materials.

Buyer will make no payments for finished work, raw material or other items fabricated or procured by Seller in excess of the lesser of (i) that ordered; (ii) that for which Buyer has issued shipment releases as of the date of the notice of termination released; or (iii) thirty days supply. Notwithstanding the foregoing, payments under this Section 16 shall not exceed the price for the entire performance specified in this purchase order less payments that would otherwise be made to complete performance hereunder. Payment under this Section 16 will constitute Buyer’s sole and exclusive liability in the event Buyer elects to terminate this purchase order without cause by notice. This Section 16 shall not apply to cancellation by Buyer hereunder.

17. CANCELLATION. Buyer may cancel this purchase order and Seller’s performance hereunder immediately without incurring liability to Seller (A) immediately upon (i) Seller’s insolvency; (ii) filing of a voluntary petition in bankruptcy by Seller; (iii) filing of an involuntary petition in bankruptcy against Seller; (iv) appointment of a receiver or trustee for Seller; (v) execution or assignment for the benefit of creditors by Seller; or (vi) any comparable event, and (B) upon thirty days written notice to Seller in the event of Seller’s breach of contract or failure to perform.

18. COMPLIANCE WITH LAWS, EXECUTIVE ORDERS, AND REGULATIONS. Seller warrants that the goods and services supplied hereunder will have been produced or provided in compliance with, and Seller will comply with, all applicable laws, orders, rules, regulations, ordinances and conventions, including without limitation those that relate to equal employment opportunity, wages, hours and conditions of employment, discrimination, occupational health/safety motor vehicle safety, and environmental matters. At Buyer’s request, Seller shall certify in writing its compliance with the foregoing. Seller shall indemnify and hold Buyer harmless from and against any loss, cost, damage, expense or liability claim (including attorneys fees and other costs of defense) arising from or relating to Seller’s violation of this clause.

19. ASSIGNMENT AND SUBCONTRACTING. The obligations of Seller under this purchase order may not be assigned or subcontracted in whole or in part nor may any assignment of any money due or to become due hereunder be made by Seller without the prior written consent of Buyer and any prohibited assignment shall be null and void for all purposes.

20. INDEPENDENT CONTRACTING PARTIES. The relationship between Buyer and Seller shall be that of independent contracting parties. Nothing contained in this Agreement shall be construed as providing for the sharing of any costs, expenses, risks, or liabilities arising out of the other party’s activities related to this Agreement. Seller shall not in any manner represent that it or its employees or agents are employees or agents of Buyer, and nothing contained in this Agreement shall be construed as authorizing Seller to create or assume any obligation or liability in the name of Buyer or subject Buyer to any obligation or liability. This Agreement shall not constitute, create, give effect to or otherwise imply a joint venture, pooling arrangement, partnership or formal business organization of any kind. Nothing herein shall be construed as providing for the sharing of profit or losses arising out of the efforts of either or both parties.

21. NO GIFTS. Seller agrees not to provide or offer to provide to any director, officer or employee of Buyer, or any member of such person’s family, any favors, gifts, loans or other benefits (including services and discounts as well as material goods), except casual entertainment or gifts (other than money) of nominal value which are customarily offered to others having a similar relationship with Seller, provided that the foregoing exception shall not apply if this order is placed under a U.S. Government contract or a subcontract, or if Buyer otherwise notifies Seller that this order is placed under a U.S. Government contract or a subcontract.

22. GOVERNING LAW/JURISDICTION/ARBITRATION. This purchase order shall be governed and construed in accordance with the laws of the State of Tennessee without regard to provisions concerning conflict of laws. The provisions of the United Nations Convention on Contracts for the International Sale of Goods are hereby excluded. Either Buyer or Seller may demand that any disagreement, controversy or claim arising from or in any way related to this purchase order or the goods or services procured hereunder (“Claim”) be submitted to final binding arbitration by giving written notice of such demand to the other party. In the event of a demand for arbitration, Buyer and Seller shall each select one arbitrator from the American Arbitration Association’s (“AAA”) panel of arbitrators within ten (10) business days after the date of such demand. If either Buyer or Seller shall fail to select an arbitrator as provided in the previous sentence, the other party may select the second arbitrator and such selection shall be binding on the parties. A third arbitrator from the AAA’s panel of arbitrators shall be jointly selected by the two arbitrators within twenty (20) business days of the appointment of the second, arbitrator and the selection shall be binding on the parties. If the third arbitrator is not selected as provided in the previous sentence, either Buyer or Seller may apply to the AAA for the appointment of the third arbitrator by the AAA. The arbitration shall take place in Johnson City, Tennessee in accordance with the rules of the AAA and, notwithstanding any other choice of law clause to the contrary in this contract, the arbitration shall be governed by the United States Arbitration Act, 9 U.S.C. § 1-16. The arbitrators shall have the power to determine the merits of the Claim or Claims, the scope and limits of discovery and to enforce the rights, remedies, procedures, duties, liabilities and obligations of discovery by the imposition of the same terms and conditions, consequences, liabilities, sanctions and penalties as may be imposed on the like circumstances in a civil action by a Common Pleas Court of the State of Ohio under the provisions of the Ohio Rules of Civil Procedure. Each party shall absorb its own costs of arbitration, including attorneys’ fees, except that the non-prevailing party shall pay 100% of any arbitrator’s fees. Judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. Notwithstanding anything in this Section 22, the parties shall have recourse to the courts of Tennessee for the purpose of obtaining any provisional or equitable remedy as permitted by the laws of the State of Tennessee.

23. WAIVER/SEVERABILITY. Buyer’s failure to insist upon the performance of any term or condition of this purchase order or to exercise any right hereunder on one or more occasions shall not constitute a waiver or relinquishment of Buyer’s right to demand future performance of such term or condition or to exercise such right in the future. If any term or portion of this purchase order is held to be invalid or unenforceable under any statute, regulation, ordinance, executive order or other rule of law, such term or portion 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 this contract shall remain in full force and effect.

24. Supplier is required to notify NN Inc. Franklin prior to changes to material, process, machine, or manufacturing location.

Supplier represents and warrants that it has policies and procedures in place to ensure that none of the supplies or materials furnished under this Purchase Order are “suspect/counterfeit parts” and certifies, to the best of its knowledge and belief, that no such parts have been or are being furnished to NN Inc. by Seller.  

Supplier represents and warrants that persons / employees are aware of: their contribution to product or services conformity, to product safety, and to the importance of ethical behavior.

Terms and conditions applicable when buying products or services from NN, Inc. or its subsidiaries:

The products and services provided by NN, Inc. and its subsidiaries are offered for sale at prices to be established by NN or its subsidiaries. Offers and acceptance by any customer shall be governed by all of the following Terms and Conditions. Customer orders for any product or service when communicated to NN verbally or in writing shall constitute acceptance of this offer. For purposes of this document, all products and services will be referred to as “Products,” those purchasing such Products will be referred to as “Buyers” and references to “NN” or “Seller” includes NN, Inc. and its subsidiaries.

1. Terms and Conditions. NN’s acceptance of an order for products from a Buyer is conditioned on Buyer’s agreement to these Terms and Conditions. and to the terms and conditions found online at NN objects to any contrary or additional term or condition of Buyer’s order or any other document issued by Buyer.

2. Price Adjustments; Payments. Prices submitted by NN are valid for 30 days. After 30 days, NN may change prices to reflect any increase in its costs resulting from state, federal or local legislation, price increases from its suppliers, or any change in the rate, charge, or classification of any carrier. Prices submitted do not include any sales, use, or other taxes unless so stated. Unless otherwise specified by NN, all prices are F.O.B. NN’s facility, and payment is due 30 days from the date of invoice. After 30 days, Buyer shall pay interest on any unpaid invoices at a rate equal to the lesser of 1.5% per month or the maximum allowable rate under applicable law.

3. Delivery Dates; Title and Risk; Shipment. All delivery dates are approximate and NN shall not be responsible for any damages resulting from any delay. Regardless of the manner of shipment, title to any products and risk of loss or damage shall pass to Buyer upon tender to the carrier at Seller’s facility. Unless otherwise stated, Seller may exercise its judgment in choosing the carrier and means of delivery. No deferment of shipment at Buyers’ request beyond the respective dates indicated will be made except on terms that will indemnify, defend and hold Seller harmless against all loss and additional expense. Buyer shall be responsible for any additional shipping charges incurred by Seller due to Buyer’s changes in shipping, product specifications or in accordance with Section 13, herein.

4. Warranty. Seller warrants that the Products sold hereunder shall be free from defects in material or workmanship for a period of twelve months from the date of delivery to Buyer or 2,000 hours of normal use, whichever occurs first. The prices charged for Seller’s products are based upon the exclusive limited warranty stated above, and upon the following disclaimer: THIS WARRANTY COMPRISES THE SOLE AND ENTIRE WARRANTY PERTAINING TO PRODUCTS PROVIDED HEREUNDER. SELLER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS AND IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

5. Claims; Commencement of Actions. Buyer shall promptly inspect all Products upon delivery. No claims for shortages will be allowed unless reported to the Seller within 10 days of delivery. No other claims against Seller will be allowed unless asserted in writing within 60 days after delivery or, in the case of an alleged breach of warranty, within 30 days after the date within the warranty period on which the defect is or should have been discovered by Buyer. Any action based upon breach of this agreement or upon any other claim arising out of this sale (other than an action by Seller for any amount due to Seller from Buyer) must be commenced within thirteen months from the date of tender of delivery by Seller or, for a cause of action based upon an alleged breach of warranty, within thirteen months from the date within the warranty period on which the defect is or should have been discovered by Buyer.


7. Contingencies. Seller shall not be liable for any default or delay in performance if caused by circumstances beyond the reasonable control of Seller.

8. User Responsibility. The user, through its own analysis and testing, is solely responsible for making the final selection of the system and Product and assuring that all performance, endurance, maintenance, safety and warning requirements of the application are met. The user must analyze all aspects of the application and follow applicable industry standards and Product information. If Seller provides Product or system options, the user is responsible for determining that such data and specifications are suitable and sufficient for all applications and reasonably foreseeable uses of the Products or systems.

9. Loss to Buyer’s Property. Any designs, tools, patterns, materials, drawings, confidential information or equipment furnished by Buyer or any other items which become Buyer’s property, may be considered obsolete and may be destroyed by Seller after two consecutive years have elapsed without Buyer placing an order for the items which are manufactured using such property. Seller shall not be responsible for any loss or damage to such property while it is in Seller’s possession or control.

10. Special Tooling. A tooling charge may be imposed for any special tooling, including without limitation, dies, fixtures, molds and patterns, acquired to manufacture Products. Such special tooling shall be and remain Seller’s property notwithstanding payment of any charges by Buyer. In no event will Buyer acquire any interest in apparatus belonging to Seller which is utilized in the manufacture of the Products, even if such apparatus has been specially converted or adapted for such manufacture and notwithstanding any charges paid by Buyer. Unless otherwise agreed, Seller shall have the right to alter, discard or otherwise dispose of any special tooling or other property in its sole discretion at any time.

11. Buyer’s Obligation; Rights of Seller. To secure payment of all sums due or otherwise, Seller shall retain a security interest in the goods delivered and this agreement shall be deemed a Security Agreement under the Uniform Commercial Code. Buyer authorizes Seller as its attorney to execute and file on Buyer’s behalf all documents Seller deems necessary to perfect its security interest. Seller shall have a security interest in, and lien upon, any property of Buyer in Seller’s possession as security for the payment of any amounts owed to Seller by Buyer. Buyer shall reimburse Seller for its reasonable attorney fees and other expenses incurred in attempting to collect any overdue account.

12. Improper use and Indemnity. Buyer shall indemnify, defend, and hold Seller harmless from any claim, liability, damages, lawsuits, and costs (including attorney fees), whether for personal injury, property damage, patent, trademark or copyright infringement or any other claim, brought by or incurred by Buyer, Buyer’s employees, or any other person, arising out of: (a) improper selection, improper application or other misuse of Products purchased by Buyer from Seller; (b) any act or omission, negligent or otherwise, of Buyer; (c) Seller’s use of patterns, plans, drawings, or specifications furnished by Buyer to manufacture Product; or (d) Buyer’s failure to comply with these terms and conditions. Seller shall not indemnify Buyer under any circumstance except as otherwise provided.

13. Cancellations and Changes. Orders shall not be subject to cancellation or change by Buyer for any reason, except with Seller’s written consent and upon terms that will indemnify, defend and hold Seller harmless against all direct, incidental and consequential loss or damage. Seller may change product features, specifications, designs and availability with notice to Buyer.

14. Limitation on Assignment. Buyer may not assign its rights or obligations under this agreement without the prior written consent of Seller.

15. Entire Agreement. This agreement contains the entire agreement between the Buyer and Seller and constitutes the final, complete and exclusive expression of the terms of the agreement. All prior or contemporaneous written or oral agreements or negotiations with respect to the subject matter are herein merged.

16. Waiver and Severability. Failure to enforce any provision of this agreement will not waive that provision nor will any such failure prejudice Seller’s right to enforce that provision in the future. Invalidation of any provision of this agreement by legislation or other rule of law shall not invalidate any other provision herein. The remaining provisions of this agreement will remain in full force and effect.

17. Termination. This agreement may be terminated by Seller for any reason and at any time by giving Buyer thirty (30) days written notice of termination. In addition, Seller may by written notice immediately terminate this agreement for the following: (a) Buyer commits a breach of any provision of this agreement; (b) the appointment of a trustee, receiver or custodian for all or any part of Buyer’s property; (c) the filing of a petition for relief in bankruptcy of the other Party on its own behalf, or by a third party; (d) an assignment for the benefit of creditors; or (e) the dissolution or liquidation of the Buyer.

18. Governing Law. This agreement and the sale and delivery of all Products hereunder shall be deemed to have taken place in and shall be governed and construed in accordance with the laws of the State of Tennessee, as applicable to contracts executed and wholly performed therein and without regard to conflicts of laws principles. Buyer irrevocably agrees and consents to the exclusive jurisdiction and venue of the courts of Washington County, Tennessee with respect to any dispute, controversy or claim arising out of or relating to this agreement. Disputes between the parties shall not be settled by arbitration unless, after a dispute has arisen, both parties expressly agree in writing to arbitrate the dispute.

19. Indemnity for Infringement of Intellectual Property Rights. Seller shall have no liability for infringement of any patents, trademarks, copyrights, trade dress, trade secrets or similar rights except as provided in this Section. Seller will defend and indemnify Buyer against allegations of infringement of U.S. patents, U.S. trademarks, copyrights, trade dress and trade secrets (“Intellectual Property Rights”). Seller will defend at its expense and will pay the cost of any settlement or damages awarded in an action brought against Buyer based on an allegation that a Product sold pursuant to this Agreement infringes the Intellectual Property Rights of a third party. Seller’s obligation to defend and indemnify Buyer is contingent on Buyer notifying Seller within ten (10) days after Buyer becomes aware of such allegations of infringement, and Seller having sole control over the defense of any allegations or actions including all negotiations for settlement or compromise. If a Product is subject to a claim that it infringes the Intellectual Property Rights of a third party, Seller may, at its sole expense and option, procure for Buyer the right to continue using the Product, replace or modify the Product so as to make it non-infringing, or offer to accept return of the Product and return the purchase price less a reasonable allowance for depreciation. Notwithstanding the foregoing, Seller shall have no liability for claims of infringement based on information provided by Buyer, or directed to Products delivered hereunder for which the designs are specified in whole or part by Buyer, or infringements resulting from the modification, combination or use in a system of any Product sold hereunder. The foregoing provisions of this Section shall constitute Seller’s sole and exclusive liability and Buyer’s sole and exclusive remedy for infringement of Intellectual Property Rights.

20. Export Controls. Buyer hereby acknowledges that the Products and technology or direct products thereof (“Products and Technology”), supplied by Seller under this agreement may be subject to export controls under the laws and regulations of the United States (U.S.). Customer shall comply with such laws and regulations governing use, export, re-export, and transfer of Seller Products and Technology and will obtain all required U.S. and local authorizations, permits, or licenses. NN and Buyer each agree to provide the other such information and assistance as may reasonably be required by the other in connection with securing such authorizations or licenses, and to take timely action to obtain all required support documents. Buyer agrees to maintain full, true, and accurate records of exports, re-exports, and transfers of the Products and Technology, purchased and deployed or distributed, according to U.S. and local laws (minimum 5 years).

21. Taxes. Unless otherwise indicated, all prices and charges are exclusive of excise, sales, use, property, occupational or like taxes which may be imposed by any taxing authority upon the manufacture, sale or delivery of Products.

22. Equal Opportunity Clause. For the performance of government contracts and where dollar value of the Products exceed $10,000, the equal employment opportunity clauses in Executive Order 11246, VEVRAA, and 41 C.F.R. §§ 60-1.4(a), 60-741.5(a), and 60-250.4, are hereby incorporated.

NN, Inc.Legal Information