1. Order: "Order" means the document entitled "Purchase Order," together with these Terms and Conditions, and any other document incorporated by reference and attached to this These Terms and Conditions govern this Order. Shipment of any products described on the face of this Order (" Goods") or performance of any work described on the face of this Order ("Services") constitutes Seller's acceptance of these Terms and Conditions, regardless of whether Seller has signed or acknowledged the Order. No other terms, whether contained in a bid, estimate, acknowledgement, confirmation or invoice given by Seller, shall in any way modify or supersede any of the terms of this Order or be binding on Buyer, and Buyer expressly rejects all such other terms which have not been accepted in a writing signed by Buyer's authorized representative. The use of Seller's or Buyer's forms (other than this Order) is for convenience only and will have no effect with respect to this Order. Notwithstanding the foregoing, if there is an existing contract executed by both Buyer and Seller which governs the Goods or Services stated on this Order, then the terms and conditions of that contract shall prevail, and the terms and conditions attached to this Order or in any document issued by Seller shall have no force or effect. Fulfillment of this Purchase Order constitutes acceptance of these Terms.

  2. Price and Payment: Unless otherwise specified, the prices stated in this Order constitute the entire compensation for the Goods or Services, and include all charges for packing, hauling, storage, transportation to point of delivery, and Sales and use taxes not subject to exemption shall be stated separately in Seller's invoice. Unless Buyer has otherwise agreed in writing, as is stated on this Order or existing contract, payment terms are NET60 days from the later of the date Buyer either receives Seller's invoice or receipt, physical or otherwise, of the Goods or Services stated on this Order. No payments will be made by Buyer without an invoice containing supporting detail and a reference to this Order number. To the extent permitted by applicable law, Buyer has the right to offset debits payable to Seller and credits, regardless of the time and basis for such debits and credits. In the event of a payment dispute, Buyer shall deliver a written statement to the Seller no later than fifteen days prior to the date payment is due on the disputed invoice listing all disputed items and providing a reasonably detailed description of each disputed item. The parties shall seek to resolve all such disputes expeditiously and in good faith. Seller shall continue performing its obligations under this Agreement notwithstanding any such dispute.

  3. Changes: Buyer may make changes within the general scope of this Order by delivering a written notice of change to Seller must notify Buyer in writing within five days after receipt of notice of change if the change will affect the delivery schedule or price. Buyer will not be responsible for any additional charge for such changes or for a change in delivery schedule unless authorized in writing by Buyer. Any changes in price or delivery schedule must be authorized in writing by Buyer. Seller shall not substitute or modify any Goods, component parts, tooling, sources of raw materials, processes, or manufacturing sites without Buyer's prior written consent. Buyer may at Buyer's option return to Seller any Goods which are supplied in excess of quantities ordered, at Seller's expense. Buyer may at any time, by written instructions and/or drawings issued to Seller, a Change Order, order changes to the Services. Seller shall within 5 days of receipt of a Change Order submit to Buyer a firm cost proposal for the Change Order. If Buyer accepts such cost proposal, Seller shall proceed with the changed services subject to the cost proposal and the Terms and Conditions of this Agreement. Seller acknowledges that a Change Order may or may not entitle Seller to an adjustment in the Seller’s compensation or the performance deadlines under this Agreement.

  4. Packing and Marking: Seller must package all Goods shipped under this Order in accordance with the requirements in this Order, or, if requirements are not specified, in accordance with standard commercial practices. Each master carton in which Goods are shipped must contain a packing list indicating this Order number, description, quantity, item numbers, and other identifying information corresponding to the information in this Order. All packages must be clearly marked in accordance with all laws, conventions or standards applicable in the country to which Goods are sent. In addition, each unit of the Goods must be labeled with the country of origin, weight and name of manufacturer. Seller must provide Buyer prior written notice if it requires Buyer to return any packaging material. Any return of such packaging material shall be made at Seller’s risk of loss and expense.

  5. Delivery of Goods and Services: Seller shall strictly comply with delivery instructions contained on the front of this Order; if none are stated, Goods shall be delivered Incoterms Delivery at Place (DAP) 2020 destination designated by Buyer. Seller shall deliver the Goods in the quantities and on the date(s) specified in the Order or as otherwise agreed in writing by the parties. If Seller fails to deliver the Goods in full on the Delivery Date, Buyer may terminate this Agreement immediately by providing written notice to Seller. Seller will not be deemed in breach of this Order to the extent that a delay is either (a) authorized in writing by Buyer, (b) caused by Buyer or its agent's act or omission, or (c) due to circumstances beyond Seller's reasonable control and without Seller's fault or negligence. Seller must give Buyer immediate notice of any such delay and confirm in In the event a delay arises from any cause other than as described in this section, Buyer will have the right to (x) require Seller to ship the Goods by expedited routing, (y) obtain replacement goods or services from alternative suppliers, or (z) return Goods or terminate all or part of this Order. Seller will be solely responsible for the cost of expedited shipping and any costs or damages incurred by Buyer in connection with the delayed Goods or Services, including the difference between the cost of replacement goods or services and the price of the delayed Goods or Services. Seller shall provide the Services to the Buyer as described and in accordance with the schedule set forth in this Order and in accordance with the Terms and Conditions set forth in these Terms. Before the date on which the Services are to start, Seller shall obtain, and at all times during the term of this Agreement, maintain, all necessary licenses and consents and comply with all relevant laws applicable to the provision of the Services. Seller shall comply with all rules, regulations and policies of Buyer, including security procedures concerning systems and data and remote access thereto, building security procedures, including the restriction of access to Buyer to certain areas of its premises or systems for security reasons, and general health and safety practices and procedures. Seller shall maintain complete and accurate records relating to the provision of the Services under this Agreement, including records of the time spent and materials used by Seller in providing the Services in such form as Buyer shall approve. During the term of this Agreement and for a period of two years thereafter, upon Buyer’s written request, Seller shall allow Buyer to inspect and make copies of such records and interview Seller personnel in connection with the provision of the Services. Seller shall require each permitted Subcontractor to be bound in writing by the confidentiality provisions of this Agreement, and upon Buyer’s written request, to enter into a non-disclosure or intellectual property assignment or license agreement in a form that is reasonably satisfactory to Buyer. Seller shall ensure that all person, whether employees, agents, subcontractors, or anyone acting for or on behalf of the Seller, are properly licensed, certified or accredited as required by applicable law and are suitably skilled, experienced and qualified to perform the Services. Seller shall ensure that all its equipment used in the provision of the Services is in good working order and suitable for the purposes for which it is used and conforms to all relevant legal standards specific by the Buyer. Seller shall keep and maintain any Buyer equipment in its procession in good working order and shall not dispose of or use any such equipment other than in accordance with the Buyer’s written instructions or authorization.

  6. Inspection: Buyer has the right to inspect the Goods on or after the Delivery Date. Buyer, at its sole option, may inspect all or a sample of the Goods, and may reject all or any portion of the Goods if it determines the Goods are nonconforming or defective. If Buyer rejects any portion of the Goods, Buyer has the right, effective upon written notice to the Seller, to (a) rescind this Agreement in its entirety, (b) accept the Goods at a reasonably reduced price, or (c) reject the Goods and require replacement of the rejected Goods. If Buyer requires replacement of the Goods, Seller shall, at its expense, promptly, as agreed upon between Buyer and Seller, replace the nonconforming or defective Goods and pay for all related expenses, including but not limited to, transportation charges for the return of the defective Goods and delivery of the replacement Goods. If Seller fails to deliver the replacement Goods in a timely manner, Buyer may replace them with Goods from another party and charge Seller the cost thereof and terminate this Agreement. Any inspection or other action by Buyer under this Section shall not reduce or otherwise affect Seller’s obligations under the Agreement, and Buyer shall have the right to conduct further inspections after Seller has carried out its remedial actions.

  7. Warranties: Seller warrants that all Goods shall (a) be free from any defects in workmanship and design, (b) be merchantable (c) conform to specifications, descriptions and other conditions of this Order or samples or representations provided by Seller, (d) be fit for their intended purpose and operate as intended, (e) be free and clear of all liens, security interests or other encumbrances, (f) not infringe or misappropriate any third party’s patent or other intellectual property rights, and (g) be substantially the same as such goods sold by Seller during the 12 months preceding the date of this Order (including but not limited to same raw material specifications and/or formulations, testing parameters, major manufacturing processes and manufacturing sites) unless Seller has provided Buyer with prior written notice of such change. With respect to any Goods designed by Seller or any of Seller's subcontractors or suppliers, Seller assumes full responsibility for the suitability, adequacy, and safety of the design of such Goods. Seller also warrants that it shall obtain and assign or otherwise provide to Buyer the benefits of warranties and guarantees provided by manufacturers or suppliers of material or equipment incorporated into the Goods or Services and shall perform its responsibilities so that such warranties or guarantees remain in full Warranties shall extend to Buyer, its affiliates, and customers and to users of the Goods or Services and shall run through any expiration date stated on the Goods, or, if no expiration date is stated, then for a period of two (2) years after delivery. If Buyer discovers that any Goods or Services fail to conform to the above warranties, then promptly after Buyer gives Seller notice of the nonconformity, Seller must, at Buyer's option, promptly repair, replace or modify any non-conforming Goods or re-perform the Services so that they conform, at no cost to Buyer. Seller must provide all labor, engineering, supervision, equipment, tools, and materials necessary to affect the remedy, and Seller must bear all expenses in connection with the remedy, including costs of unpacking, examining, repacking and reshipping Goods. If a recall of the Goods or products incorporating the Goods is necessitated by nonconformity of the Goods, then Seller shall bear all costs and expenses of such recall, including costs incurred to meet obligations to third parties. If Seller is unable to remedy such nonconformity during a time period consistent with Buyer's reasonable requirements, Buyer may at Buyer's option remedy the nonconformity and Seller shall compensate Buyer for reasonable costs incurred to remedy the nonconformity. The foregoing warranties and remedies shall be in addition to any warranties or remedies provided by law and shall survive inspection, test, acceptance, and payment. If any Goods fail to conform to the above warranty, Seller must defend the title and must, at Buyer's option and at no cost to Buyer, promptly remove any such encumbrance or replace the Goods with Goods conforming to the above warranty. If Seller fails to do so, then Buyer, at Buyer's option, may either remove such encumbrance or revoke acceptance of the Goods and deduct costs from any amounts otherwise due Seller.

  8. Insurance: Seller shall obtain and maintain the following insurance from companies acceptable to Buyer during the term of this Order: Worker's Compensation Insurance as required by law; bodily injury and property damage public liability insurance (including products and completed operations and contractual liabilities) of not less than $1,000,000 per occurrence and $2,000,000 in the aggregate or with such other limits as Buyer may specify in this Order or from time to time in . Upon request, Seller shall provide Buyer with satisfactory evidence that such insurance is in effect.

  9. Indemnification: Seller shall defend, indemnify and hold harmless Buyer, subsidiaries, affiliates, successors or assigns and their respective directors, officers, shareholders and employees, against any and all loss, injury, death, damage, liability, claim, deficiency, action, judgement, interest, award, penalty, fine, cost or expense, including reasonable attorney and professional fees and costs, and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers arising out of or occurring in connection with the Goods and Services purchased from Seller or Seller’s negligence, willful misconduct or breach of the Terms. Seller shall not enter into any settlement without Buyer’s prior written consent.

  10. Intellectual Property Rights: Seller shall, at its expense, defend, indemnify and hold harmless Buyer and any Indemnitee against any and all losses arising out of or in connection with any claim that the Buyer’s or Indemnitee’s use or possession of the Goods or use of the Services infringes or misappropriates the patent, copyright, trade secret or any other intellectual property right of any third party. In no event shall the Seller enter into any settlement without Buyer’s or Indemnitee’s prior written consent.

  11. Proprietary Information-Confidentiality-Advertising: All information furnished by Buyer or any other person acting on behalf of Buyer and all information learned or observed about Buyer or its operations through performing this Order is confidential, and Seller shall not disclose any such information to any other person or use such information for any purpose other than performing this Order without Buyer's express written All information in tangible form, including drawings, samples, models, specifications, or other documents provided by Buyer or developed or prepared specifically to fulfill this Order belong to Buyer, and may not be used for or revealed, divulged or made known to any third party without Buyer's prior written consent, other than to Seller's subcontractors and agents to the extent required to fulfill this Order. Upon Buyer's request, Seller must provide Buyer with all such materials. Seller assigns to Buyer, and shall require its employees and subcontractors to assign to Buyer, all rights, title and interest, including copyright, in any of the materials described above. Seller consents to the entry of temporary and permanent injunctive and other equitable relief in favor of Buyer to require the delivery of Buyer's property upon Seller's refusal to deliver such property after Buyer's request. Seller shall not publicize the fact that Buyer has contracted to purchase Goods or Services from Seller, nor shall any information relating to this Order be disclosed without Buyer's written consent. Unless otherwise agreed in writing, no information disclosed by Seller to Buyer shall be deemed confidential and Seller shall have no rights against Buyer with respect to Buyer's use thereof.

  12. Compliance with Laws: Seller covenants that it meets or exceeds the International Labor Organization minimum age standards or applicable national law, whichever is higher, and does not use forced labor. Seller further agrees to comply with all applicable local and national laws and regulations, including but not limited to the following: a) Seller shall not act in any manner or take any action that will render Buyer liable for a violation of any applicable anti-bribery legislation (including the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act 2010), which prohibits the offering, giving or promising to offer or give, or receiving directly or indirectly, money or anything of value to any third party to assist Seller or Buyer in retaining or obtaining business, selling Goods or performing Services under this Order. B) If applicable, Buyer and Seller shall abide by the requirements of 41 CFR §§ 60-1.4(a), 60-300.5(a) and 60-741.5(a). These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities and prohibit discrimination against all individuals based on their race, color, religion, sex or national origin. These regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, national origin, protected veteran status or If applicable, Buyer and Seller shall abide by the requirements of 29 CFR Part 471, Appendix A to Subpart A. Seller may not assign to perform Services any person who cannot establish eligibility for employment according to the verification requirements of the Immigration Reform and Control Act of 1986, as applicable, or whom Seller suspects may not be authorized to work in the United States. c) All Goods and Services are manufactured and provided in compliance with all applicable labor standards and human rights laws, including the Fair Labor Standards Act (for goods made in U.S.), the California Transparency in Supply Chain Act.

  13. Termination for Convenience of Buyer: Buyer may at any time terminate this Order or any part hereof for its sole convenience. In the event of such termination, Seller shall immediately stop all work and shall immediately cause its suppliers or subcontractors to cease such work. Seller shall be paid a reasonable termination charge reflecting the percentage of the Goods or Services performed prior to termination notice, plus actual direct costs resulting from Seller shall not be paid for any work performed after receipt of the termination notice, except that necessary to effect termination, nor for any costs incurred which reasonably could have been avoided. Any claims by Seller under this paragraph must be asserted in writing in detail within thirty (30) days of receipt of Buyer's termination notice.

  14. Termination for Cause: Buyer may also terminate this Order or any part hereof for cause if the Seller fails to comply with any of the terms of this Order or is otherwise in default hereunder. In such event, Buyer shall not incur any liability for such termination, and without prejudice to any other remedy Buyer may have, Seller shall be liable to Buyer for any and all damages sustained by reason of the default. If the Seller becomes insolvent, files a petition for bankruptcy, receivership, reorganization or assignment for the benefit of creditors, then the Buyer may terminate this Agreement upon written notice to Seller.

  15. Entire Agreement: This Order, and any documents referred to on the face hereof, constitute the entire agreement between the parties superseding all previous negotiations or agreements relating to the subject matter. Seller shall promptly notify Buyer of any discrepancies or conflicts appearing in this Order or in the documents.

  16. Assignments and Subcontracting: Seller shall not assign, transfer, delegate or subcontract any of its rights or obligations under this Agreement without the prior written consent of Buyer. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation shall relieve the Seller of any of its obligations hereunder. Buyer may at any time assign or transfer any or all of its rights or obligations under this Agreement without Seller’s prior written consent to any affiliate or to any person acquiring all or substantially all of Buyer’s assets.

  17. Waiver: No waiver by Buyer of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by Buyer. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

  18. Statute of Limitations: All rights of Seller to commence any court action or proceeding with respect to this Order shall terminate one (1) year after the cause of action has accrued.

  19. Governing Law: All matters arising out of or relating to this Agreement are governed by and construed in accordance with the internal laws of the State of South Carolina without giving effect to any choice or conflict of law provision or rule, whether of the State of South Carolina or any other jurisdiction, that would cause the applications of the laws of any jurisdiction other than those of the State of South Carolina.

  20. Notices: All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and addressed to the parties at the addresses set forth on the face of the Sales Confirmation or to such other address that may be designated by the receiving party in writing. All notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid) or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this agreement, a notice is effective only (a) upon receipt of the receiving party, and (b) if the party giving the notice has complied with the requirements of this section.

  21. Language: The parties have requested that this Agreement and all documents, communications and documents relating thereto be expressed in the English language.

  22. Relationships of the Parties: The relationships between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

  23. Force Majeure: Neither party shall be liable to the other for any delay or failure in performing its obligations under this Agreement to the extent that such delay or failure is caused by an event or circumstance that is beyond the reasonable control of that party, without such party’s fault or negligence, and which by its nature could not have been foreseen by such party or, if it could have been foreseen was unavoidable. Force Majeure events include, but are not limited to, acts of God or the public enemy, government restrictions, floods, fire, earthquakes, explosion, epidemic, war, invasion, hostilities, terrorist acts, riots, strike, embargoes or industrial disturbances. Seller’s economic hardship or changes in market conditions are not considered Force Majeure events. Seller shall use diligent efforts to end the failure or delay of its performance, ensure that the effects of any Force Majeure event are minimized and resume performance under this Agreement. If a Force Majeure Event prevents Seller from carrying out its obligations under this Agreement for a continuous period of more than five business days, Buyer may terminate this Agreement immediately by giving written notice to Seller.

  24. Compliance with Law: Seller shall comply with all applicable laws, regulations and ordinances. Seller shall maintain in effect all the licenses, permissions, authorizations, consents and permits that it needs to carry out its obligations under this Agreement. Seller shall comply with all export and import laws of all countries involved in the sale of the Goods under this Agreement or any resale of the Goods by the Seller. Seller assumes all responsibility for shipments of Goods requiring any government import clearance. Buyer may terminate this Agreement if any governmental authority imposes antidumping or countervailing duties or any other penalties on Goods.

  25. No Third-Pary Beneficiaries: This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

  26. Severability: If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

  27. Survival: Provisions of these Terms which by their nature should apply beyond their terms will remain in force after any termination or expiration of this Agreement including but not limited to, Insurance, Compliance with Law, Proprietary Information-Confidentiality-Advertising, Governing Law and Survival.

  28. Amendment and Modification: These terms may only be amended or modified in a writing stating specifically that it amends these terms and is signed by an authorized representative of each party.