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1) DEFINITIONS
The term “Purchase Order” means the Purchase Order to which these Terms and Conditions are attached or associated. “Suncast” means Suncast Corporation, headquartered near Batavia, Illinois, United States of America. “Supplier” means the person or business entity that is identified on the face of this Purchase Order to provide the Product hereunder. “Notice” means a specifically and appropriately addressed communication that is written and delivered by confirmed e-mail, facsimile, registered U.S. mail, or other verifiable method. “Product” means all items, materials, equipment, software, labor and/or other services that are the subject of the Purchase Order.

2) PRECEDENCE OF TERMS
If a written contract or agreement (the “Agreement”) has been executed by and between Suncast and Supplier with reference to the Product ordered hereunder, this Purchase Order shall be governed by the terms of such Agreement. If no Agreement exists, however, Supplier’s acknowledgement of, or performance against, this Purchase Order shall constitute acceptance of all the terms and conditions stated herein. These terms and conditions will be the complete and exclusive statement of the parties relative to this Purchase Order. Notwithstanding the foregoing, even if a Supplier quotation is referred to in the Purchase Order, no conflicting terms in such quotation are incorporated into this Purchase Order between the parties.

3) NON-BINDING COUNTEROFFER
In the event of Supplier does not accept the terms of this Purchase Order, and submits a counteroffer to Suncast in writing, Supplier acknowledges and agrees that a binding contract does not exist between the parties on the counter-offered terms proffered by Supplier unless and until Suncast accepts such counteroffer in writing. Any performance by Supplier prior to receipt of Suncast’s written acceptance of the terms of a counteroffer shall be under the terms of this Purchase Order.

4) RIGHT OF INSPECTION
All Product furnished by Supplier must be as specified in the Purchase Order and will be subject to inspection, review, and approval of Suncast after delivery. Suncast reserves the right to reject and return, at the risk and expense of Supplier, the portion of any Product which may be defective or fails to comply with specifications in the Purchase Order without invalidating the remainder of the Purchase Order. If rejected, Product will be held for disposition at the expense and risk of Supplier. Payment by Suncast for Product on this Purchase Order prior to inspection shall not constitute acceptance of the Product.

5) TERMINATION
Suncast may terminate this Purchase Order at any time with or without cause by providing Notice to Supplier of intent to terminate. Upon receipt of notice of termination, Supplier, unless otherwise directed by Suncast, will terminate promptly all production of Product not otherwise produced or stocked by Supplier (non-standard Product) to be created under the Purchase Order, and shall transfer title and deliver to Suncast all finished non-standard Product. Upon termination under this section, Suncast’s sole obligation to Supplier will be the Purchase Order price for all Product completed at the time Suncast notifies Supplier of its intent to terminate the Purchase Order, unless Suncast agrees otherwise in writing, and provided that the Product conforms to the requirements of the Purchase Order. Supplier grants Suncast the right to audit Supplier’s records, before or subsequent to payment, to verify amounts requested in any invoice for non-standard Product. Suncast will have no obligation to Supplier under this section if the termination results from a breach or default by Supplier.

6) WARRANTY
Supplier warrants that (i) any Product provided by Supplier for Suncast under this Purchase Order will conform to specifications, drawings , samples, and performance standards furnished by Suncast to Supplier for a minimum period of one year following first use by Suncast, (ii) any standard Product sold by Supplier to other customers besides Suncast will be merchantable and fit for the purpose intended, and (iii) meet or exceed any the standards for such types of product in industry, any express or implied warranty stated or advertised by Supplier or the actual manufacturer of such Product, or any warranties implied by law.

Moreover, warranties provided hereunder by Supplier in association with Product which will be incorporated into Suncast’s own merchandise sold to its own customers or provided directly to such customers (“Resale Product”) shall be passed through to such customers as if they were Suncast itself.

Supplier’s warranties shall survive delivery of Product and shall not be deemed waived by Suncast’s failure to discover defects, acceptance of the Product, or payment therefore.

7) OWNERSHIP
Supplier shall have title to and bear the risk of any loss or damage to the Product until the Product is delivered and accepted by Suncast in conformity with this Purchase Order. Upon delivery and acceptance, Product delivered by Supplier shall become the exclusive property of Suncast. The ownership rights described herein shall include, but not be limited to, the right to copy, publish, display, transfer, or otherwise use the Product. All artwork, patterns, dies, models, samples, materials, drawings, specifications, technical material, advertising material and any other personal property furnished by Suncast to Supplier, or specifically paid for by Suncast for use in performance of an Purchase Order, shall be and remain the property of Suncast and said property shall be used only for Product benefiting Suncast. Supplier shall return to Suncast or shall dispose of this property only according to Suncast’s instruction.

8) PROPRIETARY INFORMATION
All documents, materials, information, business plans, customer information, and data provided by Suncast to Supplier with regards to this Purchase Order; including but not limited to drawings, plans, and specifications, and concepts; as well as inventions, discoveries, plans, and designs developed by Supplier under this Purchase Order (all “Proprietary Information”) shall be considered proprietary and become or remain the property of Suncast. Supplier will treat Proprietary Information with the same care as it Supplier’s own confidential information; including but not limited to, sharing Proprietary Information only with its own employees having a need to know in order to fulfill Supplier’s obligations under this Purchase Order. Supplier is licensed to use Proprietary Information only for the purpose of fulfilling its obligations under this Purchase Order and may not release this information to any third party without the prior written consent of the Suncast. Supplier shall not use Suncast’s name, symbol, trademark or service mark without prior written consent of Suncast.

9) INFRINGEMENT INDEMNITY
Supplier shall defend, indemnify and hold harmless Suncast with respect to any suit, claim or proceeding brought against, or affecting, Suncast alleging that Suncast’s use of any Product covered under this Purchase Order constitutes an infringement of any patent, trademark, trade name, trade secret, copyright or other proprietary right. Supplier will investigate or otherwise handle every claim, and at Suncast’s request, assist Suncast in Suncast’s investigation, defense or handling any such claim. The amount of Insurance required shall not limit the Suppliers liability. Supplier will pay all expenses including reasonable attorney fees, expert fees and damages or settlement amounts awarded therein. Suncast shall promptly provide notice to Supplier of any suit, claim or proceeding and shall cooperate with Supplier in the defense or settlement of such claim. In the event an injunction is obtained against Suncast’s use of any Product as a result of any such claim, Supplier shall, at its option and expense, either: (i) procure for Suncast the right to continue using the Product which is the subject of the claim; or (ii) replace or modify the Product so that it substantially meets or exceeds the original Product specifications, but is no longer subject to the claimed infringement.

10) CHANGES
Suncast shall have the right to make changes in the service scope or delivery schedule of the Product to be provided pursuant to the Purchase Order by delivering to the Supplier an amendment to the Purchase Order indicating the changes. If Suncast does not receive Supplier’s written objection within two business days of Supplier’s receipt of the amendment, the amendment will become effective on the earlier of the date indicated in the amendment or the third business day following Supplier’s receipt. If the amendment affects the cost or time required for the performance on this Purchase Order, an equitable adjustment in price or delivery, or both, shall be incorporated into the amendment, as agreed by the parties.

11) ASSIGNMENT
Supplier may not delegate any duties nor assign any rights or interests under this Purchase Order without prior written consent of Suncast. Any such permitted assignment shall not prohibit Suncast from enforcing any of its rights against the assignee.

12) APPLICABLE LAWS & DISPUTE RESOLUTION
This Purchase Order shall be governed by the laws of the State of Illinois and the United States of America without regard to any conflicts of law provisions. In any dispute between the parties, all of the prevailing party’s reasonable attorney’s fees, costs of arbitration or litigation, and associated expenses shall be borne by the non-prevailing party. Supplier warrants and certifies that Product covered by this Purchase Order will be produced in compliance with, and will comply with, all applicable State, Federal and local laws, ordinances, rules, standards and regulations. Moreover, Supplier shall label applicable Product accordingly and provide associated Material Safety Data Sheets (“MSDS”) to Suncast.

The parties shall make reasonable efforts to resolve all disputes arising under this Agreement informally and shall negotiate in good faith to do so. Before terminating this Agreement for breach or initiating arbitration or litigation, the aggrieved party shall offer to make available one of its senior managers with authority to resolve the dispute without the consent of other persons (“Management") to meet or otherwise act to resolve the dispute.

Any controversy or claim between or among the parties, including, but not limited to, those arising out of or relating to this Agreement, and any claim based on or arising from an alleged tort, shall at the request of any party be determined by arbitration. The arbitration shall be conducted in the greater Chicago area of Illinois in accordance with the United States Arbitration Act (Title 9, U. S. Code), notwithstanding any choice of law provision in this Purchase Order; and under the auspices and rules of the American Arbitration Association then in effect. The arbitrators shall give effect to statutes of limitation in determining any claim, and any controversy concerning whether an issue is arbitrable shall be determined by the arbitrators. The arbitrators shall deliver a written opinion setting forth findings of fact, conclusions of law and the rationale for the decision. The arbitrators shall reconsider the decision once upon the motion and at the expense of a party. Judgment upon the decision rendered by the arbitrators may be entered in any court having jurisdiction.

This section in no way limits the right of a party to obtain provisional or ancillary remedies from a court of competent jurisdiction before, after, or during the pendency of any arbitration. The exercise of a remedy does not waive the right of either party to resort to arbitration. The institution and maintenance of an action for judicial relief or pursuit of a provisional or ancillary remedy shall not constitute a waiver of the right of any party, including the plaintiff, to submit the controversy or claim to arbitration if the other party contests such action for judicial relief.

13) ENTIRE AGREEMENT
This Purchase Order contains the entire agreement between the Suncast and Supplier for the matters set forth herein and may only be amended by written notice from an authorized representative of Suncast’s Procurement Services Department. If any provision of the Purchase Order is held to be unenforceable, the parties agree that all other provisions of the Purchase Order shall remain in full force and effect. The failure of the Suncast to enforce, at any time or for any period of time, any provision of this Purchase Order shall not constitute a waiver of such provision or of the right to enforce such provision.

14) INDEMNIFICATION
Supplier shall defend, indemnify and hold harmless Suncast from any liability, damage cost or expense, including reasonable attorney fees and expert fees, resulting from any claim by Suncast, its officers or employees, or any third party alleging personal injury or property damage attributable to the intentional or negligent act or omission of Supplier, its employees or subcontractors, while engaged in the provision of Product under this Purchase Order.

15) LIMITATION OF LIABILITY
SUNCAST SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES OF SUPPLIER HEREUNDER; INCLUDING BUT NOT LIMITED TO LOST PROFITS. SUNCAST’S LIABILITY IN CONNECTION WITH THIS PURCHASE ORDER SHALL NOT EXCEED THE TOTAL VALUE OF THE PRODUCTS DESCRIBED IN THIS PURCHASE ORDER. IN NO CASE SHALL SUNCAST INDEMNIFY ANY OTHER PARTY, INCLUDING SUPPLIER, AGAINST DAMAGES, COSTS, OR EXPENSES INVOLVED IN SUPPLIER’S DELIVERY OF PRODUCT HEREUNDER.

16) INSURANCE
If requested by a representative of Suncast’s Procurement Services Department, Supplier shall provide proof of insurance coverage acceptable to Suncast; including but not limited to certificates of insurance and endorsements naming “Suncast Corporation and its owners, officers, and employees” as an additional insured from insurance providers authorized to transact business in the Supplier’s location and during the period the Product covered by the Purchase Order is being completed.

17) TERMS OF PAYMENT
Suncast’s payment terms are set forth on the face of the Purchase Order. Currency values on the face of the Purchase Order are in United States currency and all payments made by Suncast will be in the same currency.

18) BILLING INFORMATION
The Purchase Order Number must be reflected on each of Supplier’s invoices. Unless you have been set up by Suncast for summary billings each month, each Purchase Order shall be invoiced by Supplier separately.

19) TAXES
Federal Excise and other taxes on which exemption is allowed by government agencies, must not be included or added to the price of any item on this Purchase Order unless otherwise authorized on the face of this Purchase Order. Necessary exemption certificates will be supplied upon request if more than what is contained on the face of the Purchase Order is needed. Any taxes later found to have been included and paid by Suncast shall be refunded by Supplier in the amount of the tax so paid.

20) SHIPPING TERMS
Suncast shipment terms are F.O.B. Destination, Freight Prepaid unless otherwise specified in the Purchase Order. Supplier shall observe shipping instructions and, unless otherwise stated in the instructions, shall ship Product in the safest and most economical manner necessary to meet the delivery date specified in the Purchase Order.

21) PACKAGING
Supplier shall provide an itemized packing list showing the Purchase Order number with the shipment. Supplier shall include the Purchase Order number on all packages, boxes, invoices and shipping documents. Supplier shall label all individual boxes with stock number and quantity and items with different stock numbers shall be boxed separately. When requested to do so by Suncast, Supplier shall label packages, individual boxes, and shipping documents with a barcode identifier in the format described in Suncast’s specifications. Suncast reserves the right to refuse, at Supplier’s expense, any shipments not containing the Purchase Order number or stock numbers as required under this section.

22) DELIVERIES
TIME IS OF THE ESSENCE IN THE PERFORMANCE OF THIS PURCHASE ORDER. If Product is not provided or performed within the times specified in an Purchase Order, Suncast may cancel this Purchase Order and hold Supplier liable for damages incurred due to the untimely delivery including, but not limited to, the additional costs resultant from Suncast procuring substitute product elsewhere.

23) PRICE QUANTITIES
Prices and quantities set forth in this Purchase Order may not be altered by Supplier without the prior written authorization of Suncast, with the exception that quantities of custom paper or printed products, chemicals, or fuel may deviate from those on the Purchase Order by the lesser of (i) standard industry practices, or (ii) 3%.

24) REVIEW & INSPECTION
Supplier shall maintain complete and accurate records necessary for the proper administration of it’s support of all Suncast Purchase Orders and related business dealings. Moreover, Supplier shall manage and track any inventories of Suncast Product held in Supplier’s premises utilizing secure inventory management methodologies. Promptly upon request by Suncast’s management in order to review billing and reporting accuracy and to inspect Product in production or storage, Supplier shall make available to Suncast’s employees or designated third-party reviewers for audit and inspection purposes its business records and production and storage facilities where Product is in production or stored.

25) FORCE MAJEURE
Neither party shall be liable to the other for default or delay in delivering or accepting Product covered by this Purchase Order if such default or delay shall have been caused directly or indirectly by accident, fire, flood, riot, war, embargo, acts of terrorism, government order or regulation, military action or inaction, Acts of God, or complete or partial shutdown of operations by any of the foregoing causes or by like or dissimilar cause beyond the reasonable control of the affected party (each a “Force Majeure Event”). Notwithstanding the foregoing, Supplier shall promptly notify Suncast upon becoming aware of the potential or actual occurrence of a Force Majeure event; and without cost or penalty, Suncast may turn to other providers of similar products and services to fulfill its requirements.

IMPORTANT INSTRUCTIONS

1) Purchase Order Number must be shown on all invoices, shipping notices, packages and correspondence.
2) Do not substitute alternative products or services for Product subject to this Purchase Order without advance written consent from the Suncast’s assigned Procurement Services Department representative.
3) Sales tax shall be shown on invoice as a separate item and shall not be included in the Product price.
4) Suncast is exempt from excise tax. An exemption certificate shall be provided by Suncast upon request.
5) If required, Supplier must provide a Material Safety Data Sheets (MSDS) along with materials provided as part of Product.
6) Supplier must provide an itemized delivery tag or packing slip with each shipment of Product.
7) Unless instructed otherwise by Suncast, Supplier must provide a separate invoice with for each Purchase Order.
8) If Supplier is unable to provide Product immediately following the receipt of this Purchase Order, please contact Suncast’s representative as listed in the “Confirm to" field at the top of the Purchase Order and provide the date for delivery.