WYANDOT, INC. (“Buyer”)

Terms and Conditions of Purchase

Notice:   By shipping the goods ordered, or by acknowledging receipt of this order, the Seller (as written on the face of the Purchase Order) thereby accepts and agrees to the Terms and Conditions of sale set forth below as well as those set forth on the face of the Purchase Order. These Terms and Conditions constitute Buyer’s offer to purchase and must be accepted on the exact terms set forth, and no other Terms and Conditions shall be controlling.  These terms and conditions supersede the terms of Seller’s proposal or acknowledgement form.

Electronic/Facsimile Transmission:  If this Purchase Order is transmitted by fax or other means of electronic transmission, such transmission shall have the legal significance of a duly executed original delivered to the Seller, only if transmitted from Buyer.

Authority:   Buyer’s agent shall have final authority to approve, amend or cancel any Purchase Order issued.

Price and Payment:     

Price. This purchase order must not be filled at a higher price than shown on the Purchase Order. Any change must be authorized in writing by Buyer. If no price is shown, Buyer’s agent must be notified of the price and its acceptance obtained before Seller fills the Purchase Order. Prices are F.O.B. Delivered unless otherwise specified and shall include all custom duties, all sales, use, excise and property taxes, shipping, packaging, boxing, crating, labeling, storage, insurance and similar charges. No additional costs, fees, surcharges or expenses of any kind shall be added to the goods or services without the advance written consent of Buyer. Title to the goods and risk of loss shall pass to Buyer upon delivery

Price Warranty. Seller warrants that the prices for the goods or services sold to Buyer hereunder are as favorable as those currently offered to its customers for the same or similar goods or services in similar quantities and type, in compliance with all pricing laws and regulations. If Seller reduces its price for such goods or services during the term of this purchase order, Seller agrees to reduce the price hereof correspondingly. Seller warrants that prices shown on this purchase order are complete.

Delivery:   Time is of the essence. Buyer may cancel or reject all or any part of this order which is not delivered within the time specified. Seller shall indemnify Buyer against any losses, damages and reasonable costs and expenses attributable to Seller’s failure to deliver.

Right of Inspection and Rejection:   Material and equipment supplied by Seller shall be received subject to Buyer’s inspection and approval, made within a reasonable time after delivery, notwithstanding prior payment. If specifications or warranties are not met, material and equipment may be returned at Seller’s expense. No material or equipment returned to Seller as defective shall be replaced except upon Buyer’s written authorization.

Warranties and Claims:   Goods delivered hereunder are subject to inspection, testing and approval by Buyer.  Seller warrants that the goods to be purchased hereunder: (a) are free from defects of title, labor, material, or fabrication; (b) conform to applicable specifications, drawings, samples or other descriptions given; (c) are suitable for the purposes intended; (d) are of merchantable quality; (e) were designed and manufactured in conformity with all applicable federal, state or local laws or regulations presently in effect in the United States and the laws of the other countries in which the goods are produced or delivered; (f) strictly adhere to all applicable federal, state or local laws or regulations presently in effect in the United States and all other countries in which the goods are produced or delivered with respect to the operation of their production facilities and labor practices including, without limitation, the Fair Labor Standards Act, and those pertaining to the manufacturer, labeling, invoicing and sale of such goods or services; (g) shall not violate or infringe the proprietary or intellectual property rights of any person or entity; and (h) if of Seller’s design, are free from defects in design. These warranties shall be for Buyer’s benefit as well as for Buyer’s successors, assigns and customers as well as all users of the goods. Seller agrees to replace, install or correct promptly without expense to Buyer, any goods not conforming to Seller’s above warranties when notified by Buyer.  In the event of Seller’s failure to correct or replace goods as required, Buyer may do so and charge Seller for the expense incurred in doing so.  Acceptance or any use of the goods shipped to Buyer or Buyer’s customer hereunder shall not affect Seller’s obligation under the above representations and warranties. All rejected goods shall be charged back to Seller at full invoice price, plus handling and transportation charges. In the event of shortages, Buyer’s count shall govern.  If goods have been rejected by Buyer, and Seller has been notified of rejection, the goods shall thereafter be held at Seller’s risk and expense, and returned at Seller’s expense. The above remedies are not exclusive and shall not preclude seeking damages from Seller for any breach of Seller’s representations and warranties.

Compliance with Laws:   Seller shall comply with all applicable federal, state and local laws.  Seller hereby certifies that it is in compliance with all such laws and regulations.  Seller will indemnify and hold Buyer harmless to the full extent shall of any loss, damage or expense for any failure or alleged failure of Seller to comply with the requirements of this section. Seller agrees that it shall, at all times, comply with Executive Order 13496, 29 C.F.R. Part 471, Appendix A, the Affirmative Action and Equal Employment Opportunity clause  of Executive Order 11246, as amended; 41 C.F.R. § 60-1.4; 41 C.F.R. § 60-250.5; 41 C.F.R. § 60-300; and 41 C.F.R. § 60-741.5.  Where legally required, Seller shall include these clauses in Seller’s own purchase orders supporting this order and shall, at Buyer’s request, certify to all of the foregoing. 

Indemnification:   Seller agrees to indemnify and hold Buyer and/or Buyer’s customers harmless against any claims, loss, damages, expenses or cost arising out of or connected with any:  (i) alleged infringement of patent;  (ii) breach of Seller’s representations and warranties relating to the goods to be purchased hereunder; or (iii) death of or bodily injury to any person, damage to any real or tangible personal property, or any other damage or loss resulting or claimed to result from any actual or alleged defect in the goods or caused by the negligence or misconduct or Seller’s respective employees or other authorized agents.  With respect to patent infringements, Seller will also promptly undertake the defense of any such action brought against Buyer.

Taxes:   Seller accepts and assumes exclusive liability for timely compliance with and payment of all assessments and taxes under all valid federal and state laws which might impose any charge or liability on Buyer in connection with the subject matter of this order, and Seller shall reimburse Buyer on demand for all sums Buyer may pay under any such law in event of Seller’s failure to comply therewith.

Insurance:   Seller shall procure and maintain at Seller’s expense Commercial General Liability, Product Liability and Operations Liability Insurance on an occurrence basis with policy limits of at least $2,000,000. This insurance must be written by an insurance company with a minimum rating of Best's A- VII or its equivalent, duly incorporated in the United States of America.  Seller shall provide evidence that such insurance is in force.  Buyer ( Wyandot, Inc.) shall be named an Additional Insured under Seller’s policies.  Seller shall use reasonable commercial efforts to obtain a written obligation from the insurer to notify Buyer in writing at least thirty (30) days prior to cancellation or refusal to renew. Seller shall, within 30 days prior to expiration of such insurance, deliver another certificate of the insurer evidencing renewal of such insurance.

Assignment:   This purchase order or any interest or claim thereunder shall not be assigned or subcontracted or transferred by Seller without prior written approval from Buyer.

Entire Agreement :  This purchase order and any documents included by reference constitute the entire agreement between Buyer and Seller unless specifically modified by a writing signed by all parties. .

Choice of Law/Venue:   The interpretation and enforcement of this Purchase Order shall be governed by the laws of the State of Ohio. Seller hereby consents to the exclusive jurisdiction of the Ohio state courts in any and all actions or proceedings arising hereunder.

Confidentiality and Trade Secrets:   All specifications, data and other information furnished to Seller by Buyer in connection with this order remains Buyer’s exclusive intellectual property and shall be treated by Seller as proprietary and shall not be disclosed or used, outside the limitation of this order, without prior written approval of Buyer. In addition, the purchase of the Seller’s product, equipment or services does not authorize the use of Buyer’s name by Seller.  Seller shall not name or make reference to Buyer for any purpose in any releases for public or private dissemination, nor shall Seller divulge or use in any advertisement or publication any specifications, data, or other information pertaining to or relating to this usage without prior written approval of Buyer.

Severability:   If any provision of these Terms and Conditions is invalid or unenforceable, all other provisions shall remain in full force and effect.