Standard Terms and Conditions Agreement for Suppliers of Premier Technical Plastics, (U.S.), Inc. and Its Subsidiaries

1.0  Definitions

1.1   In the Standard Terms and Conditions Agreement for Suppliers:

1.1.1      “Agreement” means the terms and conditions agreement document and any appendices.
1.1.2      “Buyer” means Premier Technical Plastics (U.S.), Inc., Premier’s customers or customer’s representative, or Subsidiaries of Premier Technical Plastics, (U.S.), Inc. (PTP).
1.1.3      “Seller” means the person or entity supplying goods or services to Buyer.
1.1.4      “Goods” means the items being ordered from Seller.
1.1.5      “Order” means an order for the supply of Goods or Services placed by the Buyer, usually with a Purchase Order, and accepted by the Seller.
1.1.6      “Parties” means the Buyer and the Seller, including their representatives.
1.1.7      “Goods and Services” means those items described in the Purchase Order which generally includes goods produced or manufactured by, or services provided to PTP.
1.1.8      “Purchase Order” means the document provided by the Buyer to the Seller detailing the Buyer’s request for Goods or Services from the Seller.
1.1.9      “Production” means the producing of parts from the Buyer’s molds or tooling.
1.1.10   “Force Majeure” means any cause whatsoever  beyond the control of the Seller including, but not limited to, labor disputes, strikes, boycotts, civil disorder, governmental measures enacted or similar items, war (declared, undeclared or imminent), terrorist incidences, or acts of God including, but not limited to, fire, flood, weather or other natural disaster.
1.1.11   “Tool” means any die, artwork, machinery, pattern, mold, tool, equipment, jig, fixture or any other thing provided by either the Buyer or Seller for the purpose of producing or manufacturing goods or providing services for the Buyer.

2.0  Purpose

2.1  This Agreement sets forth the terms and conditions of the sale and delivery of the Goods to Buyer by Seller. In conjunction with the Order, this Agreement and the Order constitute the entire agreement between the parties. No stipulation, agreement, understanding, course of dealing, promise, or condition of trade usage shall be valid or enforceable unless contained herein. An Order may only be accepted on the terms set forth herein. In the event the terms of an Order are inconsistent with the terms herein, the terms herein apply.
2.2
  No oral conditions, warrants or modifications of this Agreement are valid. No addition or modification is binding on the Parties unless  agreed to in writing by the Buyer.
2.3
  The Buyer reserves the right to modify an Order as deemed necessary by the Buyer by the issuance of a written change order directed to the Seller. Upon the issuance of such change order, the Buyer and the Seller shall negotiate and collectively determine whether any adjustment in price is necessitated by the change order.

3.0  Pricing

3.1  In exchange for the Goods, the Buyer is obligated to pay the price specified in the Order, or if no price is stated in the Order, the lesser of the following amounts: (a) the most recent per unit price of the same or similar Goods the Buyer was charged by the Seller; (b) the last price quoted to the Buyer  by the Seller; (c) the Seller’s list price; (d) the lowest price  offered by the Seller; or (e) the marked price for the Goods on the date  of delivery.
3.2
  Buyer reserves the right to cancel the Order or return the Goods delivered in the event the Seller does not comply with the pricing terms set forth in the Order and Agreement..
3.3
  Unless otherwise stated, the price includes all applicable Federal, State, and local taxes which the Seller will be solely responsible for paying.

4.0  Tooling

4.1  Dies, Jigs, Tools, and Patterns:  If the price to be paid includes the cost of special dies, jigs, tools, and patterns used in the manufacture of articles ordered hereunder, then title to such special dies, jigs, tools, and patterns will pass to the Buyer upon payment. The dies, jigs, tools, and patterns shall be kept in good condition by the Seller, at the Seller’s sole expense.
4.2
  Buyer will bear the expense of any tooling changes requested by the Buyer where those tooling changes are made prior to the exhaustion of the useful life of the dies, jigs, tools or patterns.
4.3
  Any information or equipment supplied by the Buyer for Seller’s use in the manufacture of the Goods shall be the sole property of the Buyer. At the termination of this contract, all such drawings and all such special dies, jigs, tools, and patterns shall be delivered to the Buyer, together with all spoiled and surplus materials, unless the Buyer  specifically directs the Seller otherwise. The Buyer shall approve invoices for such items after the first lot of Goods produced from such special equipment has been delivered to the Buyer’s facility and has been inspected and accepted by Buyer.
4.4
  Buyer shall retain title to any specifications, formulas, drawings, notes, instructions, engineering notes or technical data which is referred to  by Seller or has been supplied to Seller in connection with the production of the Goods. Seller agrees that Seller acquires no proprietary interest in the foregoing, Seller will not disclose the contents thereof to third parties and will return the foregoing to the Seller upon completion of delivery all Goods covered hereby.
4.5
  Buyer Owned or Furnished Material: The Seller assumes all liability for any tooling, articles, or materials owned or furnished by the Buyer in connection with the Order and  agrees to reimburse Buyer for all such tooling, articles or materials spoiled by it or otherwise not satisfactorily accounted for. The tooling, articles and materials shall be returned by Seller to Buyer it at any time upon Buyer’s request.

5.0  Delivery

5.1  The Goods shall be packaged in accordance with Buyer’s specifications as provided in the Order or, if none stated, in such a manner as may be required for the protection of the Goods from damage or destruction by any hazard prior to the acceptance of the Goods by the Buyer.
5.2
  Shipping of the Goods to the Buyer shall be F.O.B. destination unless otherwise specified by the Buyer in the Order. Each shipment shall be accompanied by a packing slip.  If a packing slip is not  provided, the Buyer’s determination of the count or weight of the Goods actually delivered shall be conclusive and binding on the Seller.
5.3
  Seller shall maintain the risk of loss from any casualty to the Goods, regardless of the cause thereof,  until the Goods have been accepted by the Buyer at the place of delivery specified on the Order.
5.4
  The quantity of the Goods delivered and the time of delivery shall comply with the specifications set forth in the Order or, if not specified, in a schedule furnished by the Buyer. The Buyer will have no liability for payment for materials for items delivered to the Buyer which are in excess of quantities specified in the Order. If the Seller fails to deliver the items in accordance with the delivery date and location specified in the Order or if the Buyer has good and sufficient reason to believe the delivery date specified in the Order will not be met by the Seller, then the Buyer may, at its option, cancel the  Order. If no delivery date is specified, delivery shall be within a reasonable time after receipt by the Seller thereof. Time is of the essence.
5.5
  Excusable Delays:  Strikes, fires, accidents, or other Force Majeure causes beyond the control of the Buyer which affect its ability to receive and use the Goods ordered  from Seller shall constitute valid grounds for suspension of shipment. Upon notification by the Buyer to the Seller, any such suspension of shipment shall be without penalty, or cost to the Buyer.
5.6
  Except for delays of the Seller’s subcontractors, the Seller shall not be liable for damages to the Buyer or its customers for delays or defaults in deliveries due to Force Majeure. Within five (5) days of the occurrence, the Seller shall provide written notification to  the Buyer of the occurrence of any cause which will give rise to delay in delivery. Failure to give such notice shall render the Seller liable for all damages to the Buyer and its customer occasioned by such delay. Seller’s delays or defaults in deliveries shall be grounds for cancellation of Buyer’s Order regardless of the cause thereof.

6.0  Goods and Inspection of Goods

6.1  The Seller warrants that the Goods shall be without variation and shall be of even kind, quality, and quantity within each unit and among all units of the Goods.
6.2
  Seller will not produce or manufacture larger quantities of Goods than those specified in the Order without first obtaining the express consent of the Buyer in writing.
6.3
  Upon request to the Seller, the Buyer may inspect the Goods ordered  at the Seller’s location(s) during the manufacture, procession, construction, and/or preparation of the Goods during regular business hours. The Buyer also has the right to inspect the  Goods at the time of their delivery and/or completion.
6.4
  Goods delivered to the Buyer may be rejected by the Buyer at any time for defects or defaults revealed by inspection, analysis, by manufacturing operations, or use  even in the event the Goods  have previously been inspected and accepted.
6.5
  Without prior approval from the Seller, Goods rejected by the Buyer  may be returned to the Seller, at the Seller’s expense, in exchange for a full refund to the Buyer for the rejected Goods, including shipping and transportation charges.

7.0  Work on Premises

7.1  If, pursuant to the Order, work is to be performed  on the Buyer’s premises, it is the duty of the Seller to examine the premises, along with any specification or other documents furnished in connection with the Order, to determine that  the condition of the premises  are satisfactory. No allowance shall be made for any error made by Seller relative to  the conditions of the premises.
7.2
  While performing work on the Buyer’s premises, Seller will abide by the terms of the Buyer’s confidentiality procedures.
7.3
  If work is to be performed by the Seller on the Buyer’s premises, the Seller shall, at all times, keep the premises free from accumulations of waste material, debris or rubbish. At the completion of Seller’s work, the Seller shall leave the premises, and any items used,  in good condition and broom cleaned.

8.0  Warranties

8.1  The Seller warrants and represents that good and merchantable title to the Goods shall be transferred to the Buyer upon acceptance of the Goods and that the Goods are free and clear from all liens, conveyances, mortgages, encumbrances, and levies.
8.2
  The Seller warrants that the Goods will conform to the Buyer’s specifications set forth in the Order or, if none are given, conform to samples of the Goods presented to the Buyer.
8.3
  The Seller warrants that the Goods will be delivered free of defects in material and workmanship. Further, the Seller expressly warrants that the Goods shall be of merchantable quality and fit for the purpose for which such Goods are ordinarily used. Buyer does not intend to exclude, limit or waive any implied warranties and, as such, no implied warranties for the Goods are excluded, limited or waived by the Buyer.
8.4
  The Seller agrees to defend, indemnify, and hold the Buyer, its employees, agents, licensees or consignees harmless from any claim which may arise by reason of a breach of any of the foregoing warranties. These warranties shall survive any inspection, delivery, acceptance or payment by the Buyer. Applicable materials may be accompanied with certification of quality.
8.5 
The Seller represents that they will be in compliance with all applicable Federal, State and local laws, rules and regulations, including executive and agency orders, with respect to the manufacture, processing, fabrication, handling, shipping and delivery of the Goods pursuant hereto, including, but not limited to the Fair Labor Standards Act, and Federal Consumer Product Safety Act, the Federal Insecticide, Fungicide and Rodenticide Act, the Federal Food, Drug and Cosmetic Act, Federal Hazardous Substances Act, the Federal Flammable Fabrics Act, the Occupational Safety and Health Act of 1970 and the Equal Employment Opportunity Act or any of the rules and regulations issued pursuant thereto.

9.0  Indemnification

9.1  The Seller agrees to indemnify, defend and hold the Buyer harmless against any loss, liability, expense, claim, suit, or proceeding against the Buyer alleging that the Goods, or any part thereof, constitute an infringement of any patent, copyright or trademark. Seller must promptly notify Buyer, in writing, of the commencement of any such loss, liability, expense, claim, suit or proceeding.
9.2
  In the event any Goods are held to constitute an infringement of any patent, copyright, or trademark, or the Buyer’s use of those Goods is enjoined due to such an infringement, the Seller shall either, at Seller’s expense,  procure for the Buyer the right to continue the use of the Goods, replace the Goods with non-infringing Goods of similar quality and utility, modify the Goods to the extent necessary to become non-infringing, or remove the Goods and refund to the Buyer the price of the Goods and any costs incurred for transportation and installation.
9.3 
The Seller shall defend, indemnify and hold harmless the Buyer, its agents, licensees, consignees, employees and representatives  from and against all expenses (including attorney’s fees incurred by the Buyer), damages, claims, suits, or liabilities resulting from, arising out of, or in any way connected to the preparation, processing, manufacture, construction, completion, delivery or sale of the Goods.

10.0  Assignment

10.1  The Seller may not assign the Order or Agreement or any obligation or right under the Order or Agreement without the prior written consent of the Buyer. The Buyer shall have the right to assign the Order or Agreement to any consignee, licensee, subsidiary, or affiliated corporation.

11.0  Miscellaneous

11.1  Any rights or remedies granted to the Buyer in any part of this purchase order shall not be exclusive of, but shall be in addition to, any other rights or remedies that the Buyer may have at law or in equity in any such instances.
11.2 
Any controversy arising hereunder shall be resolved in accordance with the laws of the state in which the Buyer is incorporated.
11.3 
It is the desire and intent of the parties that the provisions of this Agreement shall be enforced to the fullest extent permissible under the laws and public policies applied. Accordingly, to the extent that any provision in this Agreement is adjudicated to be invalid or unenforceable, this Agreement shall be deemed amended to reform the portion thus adjudicated to be invalid or unenforceable, to the least extent necessary to render such covenant valid and enforceable. Moreover, each provision of this Agreement is intended to be severable; and in the event that any one or more of the provisions contained in this Agreement shall for any reason be adjudicated to be invalid or unenforceable, and not subject to modification in accordance with the preceding sentence, the same shall not affect the validity and enforceability of any other provisions of this Agreement.
11.4
  Patent Rights:  In instances where payment is made for experimental, developmental, or research work to be performed or actually performed under this order, the Seller agrees promptly to disclose and, on request, to assign to the Buyer each improvement and invention resulting there from and for this purpose the Seller will procure the execution of all documents necessary to vest full title to such improvements and inventions in the Buyer and, where the Buyer decides to file foreign or domestic patent applications on such inventions, the Seller will procure the execution of all oaths and other documents necessary or required to file such patent applications and vest full title therein in the Buyer.

FN-PUR-005          REV: 1          4/23/12