P.O. Terms and Conditions

Contract

These Standard Terms and Conditions, and the written purchase order that accompanies, attaches, or incorporates them, constitute the terms of an offer by Buyer. The term “Buyer” includes Anchor Seals Inc., Fluid Sealing International, or any of their affiliates or subsidiaries which execute a Contract. These Standard Terms and Conditions, and the written purchase order that accompanies, attaches, or incorporates them, collectively will be referred to in this document as “Contract,” and they are the sole and exclusive terms on which Buyer agrees to be Acceptance of this Contract is expressly conditioned on Seller’s assent to any different or additional terms, express or implied, in these Standard Terms and Conditions, and the written purchase order that accompanies, attaches, or incorporates them. Any terms and conditions set forth in Seller’s acceptance that add to, differ from, materially alter or conflict with the Standard Terms and Conditions herein shall be construed as proposals for addition to the Contract, and said proposals are hereby objected to. Any such proposed terms or conditions shall not become part of the Contract, and Seller’s acceptance of this Contract shall be deemed to note Seller’s assent to the exclusive application of the Standard Terms and Conditions, notwithstanding any provision to the contrary in Seller’s acceptance. This Contract will become legally enforceable on the earlier of delivery of a signed acknowledgment, commencement of performance, or shipment of all or any portion of the Goods covered under this Contract, by Seller. Except as otherwise expressly set forth in this Contract, Buyer will have no obligation to purchase any specific quantity of Goods from Seller and Buyer will be entitled, in its sole discretion, to purchase the same or similar Goods from other suppliers. Notwithstanding anything herein to the contrary, if a written contract is signed by authorized individuals of Buyer and Seller (a “Written Agreement”) governing the purchase of goods or services governed by this Contract, the terms and conditions of the Written Agreement shall prevail to the extent they are inconsistent with this Contract.

Warranties

The Seller who is to supply the goods, materials and attendant services (“Goods”) pursuant to the terms of this Contract (“Seller”) warrants that, from the date of tender of delivery of the Goods and for a period of four years thereafter, all Goods: (i) will be merchantable and free from defects in materials, design, and workmanship (whether or not approved by Buyer); (ii) will conform to all applicable descriptions, specifications, drawings, plans, instructions, data, samples, and models, including those provided by the Seller after contract formation; (iii) will be fit for the particular purpose(s) for which the Goods are required, and Seller acknowledges that Buyer is relying on the seller’s skill or judgment to furnish suitable Goods; (iv) will be composed of all new components; (v) will be free and clear of all liens, encumbrances, any actual or claimed patent, copyright or trademark infringement or other colorable claims; and (vi) will be manufactured and sold in compliance with all applicable federal, state and local laws, regulations or orders, and trade standards applicable to the Goods. Such warranties explicitly extend to future performance of the Seller warrants that all services provided in connection with this Contract will be performed in a professional and competent manner and in accordance with the highest standards of the industry.

Price & Payment

Seller warrants that the prices set forth in this Contract are complete and that no additional charge of any type will be added without Buyer’s prior express written consent, including but not limited to, charges for shipping, packaging, labeling, custom duties, taxes, storage, insurance, boxing and If during the term of this Contract, Seller sells goods that are the same or are substantially similar to the Goods to another customer at prices below those stated in the Contract, Seller will immediately extend such lower prices to Buyer. If Buyer provides satisfactory evidence that it can purchase goods of like quality and similar or greater quantity as the Goods at a lower price, and if Seller elects not to meet such lower price, then all quantities of such Goods actually purchased by Buyer at a lower price will be deducted from the remaining quantity obligation for such Goods required hereunder. Invoices for Goods shall contain the following information, where appropriate: Order number, item number, description of goods and services, sizes, quantities, and unit prices in addition to any other information required to be provided by this Contract (including the written purchase order). All supporting papers, including bills of lading, packing lists, and express receipts, shall be consistent with invoices. Failure to submit an invoice to Buyer within 90 days after providing Goods shall constitute a waiver by Seller of its right to payment for said Goods. Payment will be due on the date set forth on the invoice, with all necessary supporting papers. Cash discount periods will date from the receipt of invoice. Buyer shall at all times have the right to set-off any amount owing by Seller to Buyer against any amount owing by Buyer to Seller. Payment for Goods shall not constitute acceptance thereof.

Shipment

Seller’s shipment of Goods will be subject to the shipping terms stated on the respective Purchase In the absence of express shipping terms, all shipments shall be [FOB Buyer’s facility INCOTERMS 2020]. Use of shipping terms shall be for convenience only and shall not be interpreted as modifying party intent as set forth in these Terms. Title, together with the risks and benefits of ownership of Goods shipped pursuant to this Contract, including without limitation the risk of loss, shall remain with Seller (and not transfer to Buyer) until such Goods are delivered to Buyers dock or other location designated by Buyer. Buyer reserves the right to specify a different delivery location. Seller shall enclose a packing list in all shipments showing purchase order number, Seller’s name, shipper’s name and the exact quantity and description of Goods shipped. No charge shall be made for boxing, crating, handling damages, carting, drayage, storage or other packaging or hauling requirements. All packaging must meet commercial standards and accepted industry practices to ensure against damage to and for full protection of the Goods.

Rejection and Revocation of Acceptance

Buyer has the right, before payment or acceptance of the Goods, to inspect the Goods at any reasonable place and time and in any reasonable Neither the inspection, testing, payment or auditing of any Goods, nor the failure to do so, before delivery to Buyer constitute acceptance of any Goods or relieve Seller from exclusive responsibility for furnishing Goods in strict conformance with Buyer’s specifications. If, in Buyer’s judgment, the Goods or the tender of delivery fail in any respect to conform to the Contract, Buyer may (a) reject the whole; (b) accept the whole; or (c) accept any commercial unit or units and reject the rest. Seller agrees that any notification of nonconformity by Buyer, in whatever form, suffices to inform the Seller that the transaction is claimed to involve a breach, and that Seller will be responsible for any losses resulting from the nonconformity. In an appropriate case, Buyer may revoke its acceptance of Goods. Seller agrees that Buyer’s acceptance of the Goods is reasonably induced by the Seller’s assurances of the Goods’ quality and conformity to the terms of the Contract.

Audits and Inspections

Buyer has the right to examine and audit, during normal business hours and upon reasonable notice, any and all records, data, invoices and documents that may contain information relating to Seller’s obligations under this Contract. Such records will be kept by Seller for a period of at least two (2) years after the expiration, cancellation or termination of this Contract, or for such longer periods as may be required by law. In addition, Buyer may inspect or test the Goods at any reasonable time and place prior to delivery. Seller agrees to provide reasonable assistance for such audits, inspections, and tests.

Taxes

Seller will bear and pay all applicable taxes of the United States or any state or any foreign government including political subdivisions of any of them, which are based on or measured by net income, gross income or gross receipts including any withholding taxes levied against Seller for the privilege of doing business in a If Seller is required by law to collect sales and use tax (including any gross receipts tax imposed similar to a sales and use tax) from Buyer on behalf of any taxing jurisdiction, Seller will provide to Buyer invoices which separately state and clearly indicate the amount of tax and Buyer will remit any such tax to Seller. Seller will have the responsibility of complying with all applicable foreign, national, state or local laws regarding value added tax and sales and use tax or substitutes therefor including registration, collection of taxes and the filing of returns where applicable. Notwithstanding whether Seller must collect sales and use tax from Buyer, Seller will state on every invoice the taxing jurisdiction (e.g. country, state and local jurisdiction) in which Products were provided. If applicable, in lieu of payment for any sales and use tax, Seller will accept a properly executed exemption or direct pay certificate from Buyer. The determination of whether an exemption or direct pay certificate will be submitted to Seller in lieu of payment for any sales and use tax will be made by Buyer on a location by location basis. With the exception of sales and use tax as described above, all other taxes, however denominated or measured, imposed upon the Seller, or the price or compensation under this Contract, or upon the Goods provided hereunder, will be the responsibility and liability of Seller.

Confidentiality

During the term of this Contract and for three (3) years after its cancellation, termination or expiration, Seller will not make use of Buyer’s Confidential Information (as hereinafter defined) for purposes other than the fulfillment of the obligations under this Contract, or disclose to any person or entity, other than those of its employees who have a need to know, any Confidential Information, whether written or oral, which the Seller obtains from Buyer or otherwise discovers in the performance of this “Confidential Information,” as used in this Contract, will mean all information relating to Buyer’s business which is not generally available to the public. Confidential Information includes information that Seller possesses that predates this Contract. The foregoing provisions of this paragraph will not apply to any information that is: (a) rightfully known to Seller prior to disclosure by Buyer; or (b) rightfully obtained by Seller from any third party; or (c) made available by Buyer to the public without restrictions; or (d) disclosed by Seller with prior written permission of Buyer; or (e) independently developed or learned by Seller through legitimate means; or (f) disclosed by Buyer to a third party without a duty of confidentiality on the third party; or (g) disclosed pursuant to any applicable laws, regulations, or order of a court of competent jurisdiction. Seller will provide reasonable prior written notice to Buyer if it is required to disclose any of Buyer’s Confidential Information under operation of law. Buyer expressly reserves the right to disclose any of the terms of this Contract, including but not limited to pricing, to third parties.

Intellectual Property

If Seller makes modifications to the specifications or any process related to the Goods specifically for Buyer at Buyer’s request (“Work Product”), Buyer owns the Custom Work. Seller hereby assigns to Buyer all rights, title and interest in the Work Product and represents and warrants that: (a) the Work Product was developed through Seller’s sole and original efforts and does not infringe the intellectual property or privacy rights of any person, and (b) Seller has no other arrangement that would interfere with assigning all of its interest in the Work Product to Buyer. If Seller furnishes a pre-existing design for the Goods, then Seller will continue to own all intellectual property rights relating to such design and Seller hereby grants Buyer a permanent, paid-up, nonexclusive, worldwide, royalty-free license, with a right to sublicense to others, to make, have made, use and have used, such intellectual Seller may not use Buyer’s name and/or logo in any manner other than as may be identified in this Contract without first obtaining written permission from Buyer.

Indemnification

Seller will indemnify, defend, and hold harmless Buyer, its directors, officers, employees, agents, representatives, successors, assigns, and customers (“Indemnitees”) from and against all liabilities, expenses, suits, claims, actions, demands, judgments, settlements, costs, losses, fines and penalties, including but not limited to attorney fees, costs and expenses of litigation (“Claims”), that arise out of or are related to: (i) the Goods, liens on Goods, defects in the Goods or the manufacture, delivery, use or misuse of the Goods; (ii) the performance of this Contract; or (iii) breach of any of the provisions of this Contract, whether Claims are caused in whole or in part by any negligence or any act or omission of Seller, its directors, officers, employees, subcontractors, agents, representatives, successors, or assigns, and regardless of whether or not such negligence or acts or omissions were caused in part by the Seller hereby expressly agrees to waive any provision of any workers’ compensation act, disability or other employee benefits laws, or any similar laws granting Seller rights and immunities as an employer, and expressly agrees to indemnify, defend, and hold harmless the Indemnitees against all Claims brought by the workers, servants, agents, or employees of Seller encompassed by this Indemnification paragraph 12. Among other such laws, Seller expressly waives application of Section 303(b) of the Pennsylvania Workers’ Compensation Act, and Section 35, Article II of the Ohio Constitution and Ohio Revised Code Section 4123.74, as each may be amended or revised from time to time.

Insurance

Seller agrees: (i) to maintain in full force and effect casualty, property, and other lines of insurance of the types, on the terms and in the amounts commensurate with its business and risks associated therewith (“Insurance”) and to comply with applicable workers compensation insurance laws regarding insurance or qualification as a self-insurer; (ii) to the extent permitted by law, to waive rights of subrogation and contribution against Buyer, including Buyer as an additional insured, under policies of Insurance; (iii) to ensure that Buyer is made an additional insured on policies of Insurance under terms of coverage customary to the risk of loss to which Buyer is exposed and that the limits of Insurance to which Buyer is entitled as an additional insured are no less than the amount of total limits of Insurance applicable to Seller under all of the policies of Insurance; (iv) to ensure that the policies of Insurance are stated to be specifically primary to any of Buyer’s insurance policies, which policies will be, in all respects, excess to Seller’s policies of Insurance; (v) to be solely responsible for any deductibles, self-insured retentions, or other form of self-insurance under the policies of Insurance; (vi) upon Buyer’s request, to timely provide written certification, reasonably acceptable to Buyer, certifying the material terms of the policies of Insurance.

Force Majeure

Neither party will be in default for any delay or failure to perform its obligations under this Contract if caused by an extraordinary, unforeseen supervening circumstance not within the contemplation of the parties at the time of contracting and beyond the reasonable control of the party affected. The parties agree that there is no agreed source of supply for Seller to fulfill its obligations under this The party affected by an event under this paragraph will furnish prompt written notice of any delays or non-performances (including its anticipated duration) after becoming aware that it has occurred or likely will occur. If Seller is unable to perform for any reason, Buyer may purchase the Goods from other sources and reduce its purchases from Seller accordingly without liability to Seller. Within three business days after written request by the other party, the non-performing party will provide adequate assurances that the non-performance will not exceed thirty (30) days. If the non-performing party does not provide those assurances, or if the non-performance exceeds thirty (30) days, the other party may terminate the Contract by notice given to the non-performing party before performance resumes.

Hazardous and Dangerous Goods and Materials

Seller warrants: (1) that any chemical substance or mixture delivered to Buyer pursuant to this Contract is on the Toxic Substance Control Act inventory or that the premanufacture notice requirements thereof have been satisfied and such chemical substance or mixture is lawfully available for sale and use; (2) that chemical substances or mixtures delivered hereunder will be properly packaged with all appropriate warning labels, instructions for use, and notices, and that, if such chemical substances or mixtures are supplied in bulk, Seller will provide Buyer with an adequate supply of such warning labels, instructions, and notices for use in Buyer’s facilities; (3) that Seller will supply with, or before, delivery, and at any other time upon Buyer’s request, all information known to Seller with respect to potential hazards, including possible toxic or harmful effects, related to the handling, use, storage, disposal, or transportation of any chemical substances or mixtures delivered hereunder, and any precautions that should be taken to eliminate or reduce to a minimum such hazards; and (4) that Seller will ascertain and furnish all information about Goods required by Buyer to comply with all safety-related laws and regulations (including those relating to applicable right-to-know laws as well as those governing occupational safety and health, and hazardous materials), and with laws and regulations regarding composition, ingredients, or otherwise, including promptly furnishing to Buyer upon written request a list of all ingredients therein and the amounts thereof and information concerning any changes in such ingredients Seller agrees that it will, upon Buyer’s request, accept the return of unused toxic or hazardous chemical substances or mixtures delivered to Buyer pursuant to this Contract. Unless approved in writing by Buyer’s location manager prior to shipment, Seller will not deliver any Goods containing asbestos in a content exceeding the local regulatory level or 1% by weight of the Goods, whichever is less.

Supplier Standards

Seller acknowledges that it has access to, has read and understands Buyer’s standards of conduct as set forth in Buyer Supplier Standards (the “Guide”) as published at [insert web address].

Import/Export Compliance

Seller warrants that sales made hereunder are or will be made at not less than fair value under the United States Anti- Dumping Law (19 U.S.C. Sec. 160 et. seq.). Buyer will not be a party to the importation of the Goods, the transaction(s) represented by the Contract will be consummated subsequent to importation, and Seller will neither cause nor permit Buyer’s name to be shown as “Importer of Record” on any customs declaration. Transferable credits or benefits associated with the Goods, including trade credits, export credits, or rights to the refund of duties, taxes, or fees, belong to Buyer unless otherwise prohibited by applicable law. Seller will provide Buyer with all information and records relating to the Goods necessary for Buyer to (i) receive these benefits, credits, and rights, (ii) fulfill any customs obligations, origin marking or labeling requirements, and certification or local content reporting requirements, (iii) claim preferential duty treatment under applicable trade preference regimes, and (iv) participate in any duty deferral or free trade zone programs of the country of import. Seller will be responsible for strict compliance with all legal, regulatory and administrative requirements associated with any importation or exportation of Goods, including obtaining any required licenses or approvals and, unless otherwise agreed between the parties elsewhere in this Contract, the payment of all associated duties, taxes and fees.

Independent Contractor/Subcontracts

Seller is and will remain an independent contractor of No employee, agent, or representative of Seller or its subcontractors will be deemed to be an employee of Buyer. Seller must obtain Buyer’s written permission before subcontracting any portion of this Contract. Except for the insurance requirements in this Contract, all subcontracts and orders thereunder will require that the subcontractor or materialman be bound by and subject to the terms and conditions of the Contract. No subcontract or order will relieve Seller from its obligations to Buyer, including, but not limited to Seller’s insurance and indemnification obligations. No subcontract or order will bind Buyer.

Safety

Seller will provide all safeguards, and take all precautions, in connection with the production and delivery of the Goods sold to prevent the occurrence of any accident, injury, death, loss, or damage to persons or property and Seller will be solely responsible for any such Seller warrants that all Goods delivered hereunder will be in compliance with all Buyer requirements concerning safety, performance and otherwise, including, without limitation, any work or services related thereto performed on premises controlled by Buyer. Seller agrees to immediately notify Buyer of any actual or possible safety problems with the Goods delivered hereunder.

Changes

Buyer may, at any time, make written changes to the general scope of this Contract, and Seller will continue performance of this Contract as so changed. If any such change causes an increase or decrease in the cost of, or time required for, the performance of Seller’s obligations under this Contract, an equitable adjustment will be made to the price or delivery schedule, or both, and this Contract will be modified in writing accordingly.

Silicone Prohibition

SELLER ACKNOWLEDGES THAT CERTAIN GOODS CANNOT CONTAIN ANY TRACE OF SILICONE. IF SUCH PROHIBITION IS APPLICABLE TO THE GOODS SUPPLIED BY SELLER UNDER THIS CONTRACT, BUYER WILL IDENTIFY ON THE FACE OF THE PURCHASE ORDER OR IN SEPARATE WRITTEN DOCUMENTATION TO SELLER AND THE FOLLOWING TERMS IN THIS SECTION 19 SHALL APPLY.

Seller warrants that it shall not deliver Goods to Buyer that contain any trace of silicone and shall immediately notify Buyer if Seller becomes aware or suspects that it has delivered Goods that contain silicone. Seller shall indemnify Buyer for all Claims arising out of a breach of Section 19 and the warranty herein, including, without limitation, any direct or indirect costs incurred by Buyer as a result of such breach, including Buyer’s costs of removing of such non-conforming Goods and installing replacement Goods. Seller shall include this Section 19 or an equivalent provision in all supply contracts for the deliver of items that will be included in or furnished as Goods to Buyer.

Process Material or Design Changes

If Seller or any supplier of Seller makes or intends to make any change to the process, materials, or design details of the goods, including raw materials or parts used in the manufacture of the goods, such changes including, but not limited to, changes to the production process, manufacturing equipment, manufacturing location, raw materials, the identity of the sub-supplier of raw materials, or between a manual and automated process, such change shall be a “Material Change”. Seller must promptly notify Company in writing of any Material Change. Additionally, if a Material Change could affect the goods or any component part thereof with regard to quality, functionality, form, stability, safety, or otherwise fitness for its intended purpose, Seller shall at its own expense promptly send Company product samples complete with test reports indicating the test instrument used (such samples and test reports together the “Conforming Samples”), and shall verify the Conforming Sample specifications compared to the specifications and performance of the goods as agreed to in the Contract. In the event Company determines, using its good faith judgment, that a Material Change renders the goods incompatible for the use for which Company is purchasing the goods, Company shall provide written notice of such incompatibility to Seller within sixty (60) days after receipt of notice of such Material Change and the Conforming Samples, if applicable. Seller shall only make or allow a supplier of Seller to make a Material Change necessitating the provision of a Conforming Sample after Company’s prior written approval.

Termination and Cancellation

Buyer may terminate this Contract, in whole or in part, at any time for convenience by giving written notice to Seller. After receiving written notice of termination, Seller will immediately cease production and delivery of all Goods indicated in the notice of termination and take all actions to mitigate any liabilities incurred as a result of the termination. Unless such termination is due to Seller’s breach or failure of Seller to provide adequate assurance of performance, Buyer will pay Seller, on a pro rata basis, for Goods delivered as of the date of termination. Buyer will have the right to cancel this Contract if, in its judgment, Seller has breached any of its terms, or if, in Buyer’s judgment, the credit or ability of Seller to perform this Contract becomes In that case, Buyer will have the right to all remedies available to it under the law.

Merger and Modification

This Contract is intended to be the complete, exclusive, and fully integrated statement of the parties’ agreement regarding the As such, it is the sole repository of the parties’ agreement, and they are not bound by any other agreements, promises, or representations of whatsoever kind or nature. The parties also intend that this complete, exclusive and fully integrated statement of their agreement may not be supplemented or explained (interpreted) by any evidence of trade usage or course of dealing. This Contract may not be modified except by a writing signed by the parties.

Anti-waiver

No term or provision of this Contract will be deemed waived, and no breach excused, unless such waiver or consent is in writing and signed by the party claimed to have provided such waiver or No waiver of any right will constitute a waiver of any other right, whether of a similar nature or otherwise.

Survival

Notwithstanding the expiration, termination, or cancellation of this Contract, it is agreed that those rights and obligations which by their nature and context are intended to survive such expiration or termination will survive beyond such expiration, termination, or cancellation.

Assignment

Neither this Contract, nor Seller’s rights and obligations hereunder, are assignable without the prior written consent of Buyer. No such consent or assignment will release Seller or alter Seller’s liability to perform its obligations under this Contract. Any attempted assignment without the prior written consent of Buyer will be null and void. Buyer may assign this agreement to any successor or assign (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Buyer. This Agreement shall inure to the benefit of the Buyer and its respective permitted successors and assigns.

No Violation of Law

Seller agrees to comply with all pertinent federal, state, municipal and local laws, regulations, ordinances and codes of any governmental authority having jurisdiction.

Choice of Law and Choice of Forum

Any and all claims or matters of dispute between the parties to this Contract arising from the Contract itself or arising from alleged extra-contractual facts or incidents, including, without limitation, fraud, misrepresentation, negligence or any other alleged tort or any breach of the Contract, will be resolved, governed by, construed, and enforced in accordance with the laws of the Commonwealth of Pennsylvania, regardless of the legal theory upon which such matters are asserted, including Pennsylvania’s statutes of limitations but not including its choice of laws rules. The application of the United Nations Convention on Contracts for the International Sale of Goods (“CISG”) is hereby expressly excluded. Any and all claims or matters of dispute referenced in this paragraph will be resolved in a court of competent jurisdiction in the county of Allegheny, Pennsylvania, which courts will have exclusive jurisdiction of all such disputes. Seller waives any and all objections that it might otherwise have as to personal jurisdiction or venue in such courts.